Exhibit 11.1



Code
of Ethics





| | Code
    of Ethics |  |  | 
| | ------------------ |  |  | 











SECTION I. Scope of application of the
Code of Ethics

|1. Scope of the Code                                                             | 04
|-------------------------------------------------------------------------------- | --
|2. Coverage                                                                      | 04
|3. Obligation to be aware of and observe the Code                                | 04
|4. Control of application of the Code                                            | 04
|                                                                                 |   
|SECTION II. General ethical principles                                           |   
|5. Equal opportunities and non-discrimination                                    | 05
|6. Respect for people                                                            | 05
|7. Compatibility of work with personal life                                      | 05
|8. Prevention of occupational risks                                              | 05
|9. Environmental protection and social and environmental responsibility policies | 06
|10. Collective rights                                                            | 06
|                                                                                 |   
|SECTION III. General standards of conduct                                        |   
|11. Compliance with rules (general and internal) and ethical behavior            | 07
|12. Non-competition                                                              | 07
|13. Responsibility                                                               | 07
|14. Commitment to Santander                                                      | 08
|                                                                                 |   
|SECTION IV. Standards of conduct for certain specific situations                 |   
|CHAPTER I. CONFLICTS OF INTEREST                                                 |   
|15. General rules                                                                | 09
|16. Relations with Santander                                                     | 09
|17. Banking transactions. Approval and conditions of transactions                | 09
|18. Investment in businesses in which Santander holds a stake                    | 10
|19. Relations with suppliers                                                     | 10
|20. Relations with customers                                                     | 10
|21. Gifts, commissions or financial benefits                                     | 10
|22. Relations with competitors                                                   | 11
|                                                                                 |   
|CHAPTER II. CONTROL OF INFORMATION AND CONFIDENTIALITY                           |   
|23. General obligation of secrecy                                                | 11
|24. Personal data protection                                                     | 12
|                                                                                 |   
|CHAPTER III. EXTERNAL RELATIONS AND WITH AUTHORITIES                             |   
|25. Courses                                                                      | 12
|26. Spreading of information                                                     | 12
|27. Relations with the authorities                                               | 12
|28. Political or associative activity                                            | 12
|                                                                                 |   
|CHAPTER IV. MARKETING AND SALE OF FINANCIAL PRODUCTS                             |   
|29. Offer and signing-up of products and services                                | 13
|30. Application of regulations for the marketing of products and services        | 13
|                                                                                 |   
|CHAPTER V. PREVENTION OF MONEY LAUNDERING AND TERRORISM FINANCING                |   
|31. Money Laundering Prevention Policy Regulations                               | 14
|                                                                                 |   
|CHAPTER VI. CONDUCT IN SECURITIES MARKETS                                        |   
|32. Regulations applicable to all Persons Subject to the Code                    | 15
|33. Regulations of the Code of Conduct in Securities Markets (CCMV)              | 16



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2







|CHAPTER VII. ASSETS OF SANTANDER                                                  |   
|--------------------------------------------------------------------------------- | --
|34. Protecting Santander’s assets                                                 | 16
|35. Management of foreclosed property                                             | 17
|                                                                                  |   
|CHAPTER VIII. ACCOUNTING AND FINANCIAL INFORMATION OBLIGATIONS                    |   
|36. Accounting obligations                                                        | 17
|37. Internal controls                                                             | 17
|38. Diffusion of material information                                             | 17
|                                                                                  |   
|CHAPTER IX. CORRUPT PRACTICES                                                     |   
|39. Bribery of public officials                                                   | 18
|40. Agents, intermediaries and advisors                                           | 18
|41. Reporting to Compliance                                                       | 19
|42. Bribery of individuals                                                        | 19
|                                                                                  |   
|CHAPTER X. TAX OBLIGATIONS                                                        |   
|43. Tax obligations of Santander                                                  | 19
|44. Tax obligations of customers                                                  | 20
|                                                                                  |   
|CHAPTER XI. ESTABLISHMENTS IN COUNTRIES OR TERRITORIES CLASSIFIED AS TAX HAVENS   |   
|45. Establishments in countries or territories classified as tax havens           | 20
|                                                                                  |   
|CHAPTER XII. IT SYSTEMS AND INFORMATION TECHNOLOGY                                |   
|46. Regulations of Policy of Information Security                                 | 21
|                                                                                  |   
|CHAPTER XIII. INTELLECTUAL AND INDUSTRIAL PROPERTY RIGHTS                         |   
|47. Regulations of intellectual and industrial property rights                    | 21
|48. Third party rights                                                            | 21
|                                                                                  |   
|CHAPTER XIV. PRESERVATION OF DOCUMENTS                                            |   
|49. Filing and preservation of documents                                          | 21
|                                                                                  |   
|SECTION V. Application of the Code                                                |   
|CHAPTER I. ORGANIZATION AND RESPONSIBILITIES                                      |   
|50. Compliance                                                                    | 22
|51. Compliance Committee                                                          | 22
|52. Internal Audit                                                                | 23
|53. Board of Directors                                                            | 23
|54. Human Resources Management                                                    | 23
|55. Officers                                                                      | 23
|                                                                                  |   
|CHAPTER II. CONSEQUENCES IN CASES OF BREACH                                       |   
|56. Breach                                                                        | 23
|                                                                                  |   
|SECTION VI. Channel for whistleblowing                                            |   
|57. Open Door Policy                                                              | 24
|58. Confidentiality of whistleblowing communications and prohibition of reprisals | 24
|59. Processing of whistleblowing communications                                   | 24



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3







SECTION I. Scope of application of the Code of Ethics






1. Scope of the General Code



The Code of Ethics (hereinafter referred
to as the “Code”), central component of Santander’s Compliance Governance, catalogues the ethics principles and
rules of conduct by which all activities of employees of Banco Santander (Brasil) S. A. and its Companies (hereinafter referred
to as “Santander”) should be governed. The Companies listed in normative 0101-01-A01 - (FC) – List of Companies
of Banco Santander and Accredited.



In certain specific
areas which require detailed regulation, the rules of the General Code are supplemented by those appearing in administrative policies
and manuals. Such administrative policies and manuals include the Money.



Laundering Prevention Policy, the Code
of Conduct in Securities Markets, the Procedures Manual for the Sale of Products and Services, Manual Global Research, Policy of
Security Information, Manual of Assets – Non-Use Property – Real Property, Policy of Full Management of Expenses (GIG)
- Management Cycle, etc., as well as the notes and circulars implementing specific points of such codes and manuals. A subsidiarity
principle will apply, whereby the special regulations (only applicable to certain groups) prevail over the general rules.



2. Coverage



This Code is applicable to members of the
Board and to all employees and trainees of Santander, notwithstanding the fact that certain persons are also subject to the Code
of Conduct in Securities Markets or to other Codes of Conduct related specifically
to the activity or lines of business in which they undertake their responsibilities. Such persons are henceforth referred to as
“Persons Subject to the Code”.



3. Obligation to be aware of and observe
the Code



Persons Subject to the Code have the obligation
to be aware of and observe the Code and to cooperate in facilitating its implementation, which includes notifying Compliance of
any breach or apparent breach of the Code of which they are aware. Persons Subject to the Code have the obligation to attend and
participate in all training activities to which they are summoned in order to become appropriately acquainted with the Code.



4. Control of application of the Code



1. Compliance will ensure that all employees are correctly notified
of their subjection to the General Code, as well as those persons who should be subject to its rules because of any of the circumstances
referred to in section 2 above.

2. Compliance shall report regularly to the Regulatory Compliance
Committee on the observance of the rules by the Persons Subject to the Code.

3. The notifications contemplated in the Code, as well as any
queries from Persons Subject to the Code, shall be addressed to Compliance Management as a general rule, with the exception of
those whose referral to another department or person is expressly envisaged.



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4







SECTION II. General ethical
principles








The ethical principles of the organization,
good corporate governance and the professional ethics of its employees are the pillars upon which Santander’s activity is
based. Any activity by Persons Subject to the Code as a result of their relationship with Santander must be guided by ethical values,
including the following:



5. Equal opportunities and non-discrimination



One of Santander’s basic principles
is to provide equal opportunities in access to employment and professional promotion, ensuring at all times lack of discrimination
for reasons of gender or sexual orientation, race, religion, origin, marital status or social condition.



Therefore, Persons Subject to the Code involved in hiring, selection
and/or professional promotion shall be guided by objectivity in their actions and decisions, being open to diversity and with the
aim of identifying those persons most suited to the profile
and needs of the position to be filled, fostering equality
of opportunities at all times.



6. Respect for people



Harassment, abuse, intimidation, lack of
respect and consideration or any other type of physical or verbal aggression are unacceptable and will not be permitted or tolerated
within the workplace. Persons Subject to the Code with personnel reporting to them shall ensure, with the resources available to
them, that such situations do not occur.



All Persons Subject to the Code, especially those with managerial
responsibilities, shall uphold at all times and at all professional levels relations based on respect for the dignity of others,
participation, equality and reciprocal cooperation, fostering a respectful and positive working environment.



7. Compatibility of work with personal life



In order to implement the corporate social responsibility commitment
assumed by Santander to improve the quality of life of its employees and their families, Persons Subject to the Code shall uphold
a working environment which is compatible with personal development, helping the people in their teams to balance in the best way
possible their work requirements with their personal and family needs.



8. Prevention of occupational risks



Santander considers that the occupational
health and safety of the Persons Subject to the Code are fundamental to achieve a comfortable and safe working environment, the
constant improvement of working conditions being a priority objective.



Therefore, Persons Subject to the Code shall respect at all
times the preventive measures applicable in questions of occupational health and safety, using the resources established by the
organization and ensuring that their team members carry out their activities under safe conditions, in strict compliance with the
parameters and requirements of the Labor Law.



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5







9. Environmental protection and social and environmental responsibility
policies



Santander seeks to generate results for
the business, with transformative management practices and financial solutions that perpetuate the environment and promote the
development of the company. To do so:



Considers the environment and the society
in the development and improvement of products, services and process of risk analysis;



Follows the guidelines set forth in the
internal policies of social and environmental responsibility in the decision on financing projects;



Develops internal programs to minimize
the environmental impacts of our activities and strictly complies with the parameters and requirements of the Environmental and
Labor Law;



Develops social programs that meet selected
communities, encouraging participation and engagement of the publics of their relationship, especially employees through volunteering
initiatives;



Prioritizes hiring suppliers which have
good social and environmental behavior and encourages the adoption of best practices;



Disseminates sustainability practices through
educational actions for both the internal public and for suppliers, customers, shareholders and society.



Supports, protects and preserves human
rights, adopting policies and practices that contribute to the eradication of child labor, forced labor or compulsory labor and
the sexual exploitation of children and adolescents;



Establishes a structured dialogue with
publics of relationship and publishes the results in a transparent manner in different channels.



10. Collective rights



Persons Subject to the Code shall respect
the rights of unionization and association provided for by law, as well as the activities undertaken by organizations representing
employees in accordance with the functions and spheres of responsibilities legally attributed to them, with whom a relationship
shall be maintained based on mutual respect in order to encourage open, transparent and constructive exchanges of ideas with a
view to consolidating the objectives of social harmony and occupational stability.



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6







SECTION
III. General standards of conduct






11. Compliance with rules (general and internal)
and ethical behavior

1. Persons subject to the Code shall observe
both general provisions (laws, regulations, circulars issued by regulatory, supervisory and self-regulating bodies) and internal
regulations applicable to their sphere of activity.



2. Persons Subject to the Code should inform
Compliance, of the existence of any administrative proceedings affecting them as alleged responsible parties, witnesses or in any
other respect, being processed by the authorities or the bodies in charge of supervising the activity of the Santander’s
companies, when their participation in such proceedings arises from their professional duties



3. It is advisable to maintain adequate
financial balance, avoiding situations that might infer the
professional activity. Personal finances should be managed
appropriately, administered judiciously and prudently so as not to incur unwanted situations.



4. Furthermore, Persons Subject to the
Code shall follow an upright, impartial and honest professional conduct consistent with Santander’s corporate social responsibility
principles. They shall abstain from participating in illegal or immoral activities or from attracting business to Santander from
such activities.



12. Non-competition



| | 1. | Persons Subject to the Code should give priority to the exercising of their responsibilities in Santander and may not provide
professional services – remunerated or otherwise - to other competing companies, regardless of the relationship on which
such services are based.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 2. | Persons Subject to the Code engaged in any other professional activity should proceed according to instructions set by the
corporate policy on the matter, as soon as it may arise.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



13. Responsibility



Persons Subject to the Code shall use their technical and professional
ability and appropriate caution and care in carrying out their activities within Santander. In particular, and notwithstanding
this general rule: They shall be responsible for achieving the level of skills needed to best perform their duties.



1. When determining prices and conditions for the transactions
in which they participate, they shall adjust to applicable regulations according to the type of operation in question, and where
applicable, to the rules and rates established by Santander.



2. They shall respect the procedures established internally,
especially those referring to the authorization and application of risk limits.



3. They shall keep accurate and strict accounting records of
all transactions contracted, and maintain with equal criteria the files
and registers required in their activity.



4. They shall observe the regulations concerning safety and
hygiene in the workplace, in order to prevent and minimize occupational risks.



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14. Commitment to Santander



Persons Subject to the Code shall act at
all times in the best interests of Santander, making appropriate use of the resources placed at their disposal and avoiding any
action which could be detrimental to it. They shall abstain from using for personal benefit
any business opportunities that are in Santander’s interest.



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SECTION IV. Standards of conduct for certain specific
situations






CHAPTER I. CONFLICTS OF INTEREST



15. General rules



Persons Subject to the Code shall always
act in such a way that their personal interests and those of their families or other persons related to them do not take preference
over the interests of Santander or its customers. This standard shall be applicable both to the relationships of Persons Subject
to the Code with Santander itself and their relationships with the customers, suppliers or partners.



16. Relations with Santander



1. Persons Subject to the Code may maintain
customer relations with the different Santander institutions, provided they are typical of the corporate purpose of the respective
institution and under market conditions (or conditions established generally for employees). However, except for transactions resulting
from a public offer process (e.g. auction) or under express authorization from Compliance, or competent board in each case, Persons
Subject to the Code may not acquire or lease, either directly or through related persons, any assets or goods belonging to Santander.
These same restrictions and authorizations shall be applied in cases of transfer or leasing to Santander of assets or goods belonging
to Persons Subject to the Code or persons related to the latter.



2. Persons Subject to the Code shall abstain
from participating (whether in taking decisions or acting in representation of Santander) in transactions of any type carried out
by a Santander institution in which they or any person related to them have any personal interest. Therefore, and notwithstanding
this general rule:



| | a) | They shall not participate in or influence
the procedures for the signing-up of products or services with companies or persons with whom the Person Subject to the Code has
any economic or family relationship;
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b) | They shall not give any special treatment or working conditions on the basis of personal or family
relationships.
| | -- | -----------------------------------------------------------------------------------------------------------------



17. Banking transactions. Approval and conditions
of transactions



| | 1. | Persons Subject to the Code whose sphere of responsibilities include the authorization of transactions
or power of attorney for contracting such transactions shall abstain from approving, establishing the conditions of, drawing up
proposals for, preparing reports on, intervening in or influencing
in any other way the procedures concerning those transactions in which they themselves appear as beneficiaries
or guarantors.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 2. | The abstention obligation stated in point 1 above shall apply to transactions of customers who
are related to or share economic interests with the Person Subject to the Code in question, and transactions involving legal entities
to whom the latter may be linked by holding a significant
stake in the capital of such entities, by providing some type of service (financial,
tax, work-related, etc.), by being a director of such entities or being an authorized signatory thereof.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 3. | Whenever any of the situations described in the above points is applicable to a Person Subject
to the Code, he/she shall immediately inform his/her immediate supervisor. In all cases, the Person Subject to the Code so affected
shall abstain from acting in or influencing the transaction
in question, and his/her immediate supervisor or another person with authority designated by the latter shall be responsible for
drawing up the proposal, preparing the report or taking the respective decision on the proposed transaction, placing this fact
on record in the respective documents.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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9







18. Investment in businesses in which Santander
holds a stake



If the Person Subject to the Code wishes
to participate in any business in which Santander holds a stake or a direct interest (“co-investment”) or even in any
business in which Santander has renounced its stake, he/she should obtain prior authorization from his/her superior and from Compliance
Management, once it has been verified that no possible detriment
to Santander’s interests is present and that no conflict of interests in any respect has occurred or will occur in the future.

Until both authorizations have been received
in writing, the investment or stakeholding by the Person Subject to the Code may not take place.



19. Relations with suppliers



Notwithstanding what is stated in point no. 17:



1. Persons Subject to the Code, especially
those participating in decisions concerning the contracting of supplies or services or the establishing of the economic conditions
of such, shall avoid any type of interference that could affect their impartiality or objectivity in such respect.



2. Whenever possible, relations involving
exclusivity should be avoided. The contracting of external supplies and services shall be undertaken according to the procedures
established in Policy of Full Management of Expenses (GIG) - Management Cycle and Manual of Approval of Suppliers.



20. Relations with customers



1. No Person Subject to the Code may personally accept fiduciary
commitments, mandates or powers of attorney from customers for undertaking transactions of the latter with Santander, except for
those resulting from family relationships or powers of attorney granted by legal entities in which the Person Subject to the Code
holds a significant stake or is a director.



2. Efforts will be made to avoid exclusivity relationships with
customers that could give rise to excessive personal linkage or restrict the access of such customers to other employees or channels.



3. On no account may the execution of a transaction by one customer
be encouraged in order to benefit another, unless both customers
are aware of their different positions and expressly agree to undertake the transaction.



4. Customers should be informed of any economic bond or other
type of relationship that could involve a conflict of interests
with them.



5. Persons Subject to the Code are not authorized to unilaterally
amend data provided by customers, it being the customers themselves who should amend such data in accordance with the procedure
established, except in cases of manifest error.



21. Gifts, commissions and financial facilities



1. Accepting any type of payment, commission, gift or remuneration
for transactions carried out by Santander is prohibited, as well as taking advantage of one’s position to one’s own
benefit in any other way.



2. No Person Subject to the Code may accept payments, commissions,
gifts or remuneration of any type relating to his/ her professional activity within Santander and which originate from customers,
suppliers, intermediaries, counterparties or any other third party. Not included in this limitation are the following:



| | a) | Promotional items of little value;
| | -- | ----------------------------------



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10







b) Normal invitations not exceeding limits considered reasonable
according to customary social usage and courtesies;



c) Occasional courtesies for specific
and exceptional reasons (such as Christmas or wedding presents), provided they are not in the form of cash and are within moderate
and reasonable limits.



3. Any invitation, gift or courtesy which owing to its frequency,
characteristics or circumstances, could be interpreted by an objective observer as given with the intention of affecting the impartial
criterion of the receiver, shall be rejected and notified
to Compliance.



4. No Person Subject to the Code, either by directly or through
an intermediary, may borrow money or receive any other type of financial
facility from customers, suppliers, intermediaries, counterparties or any other third party, unless such transactions take place
within the framework of a commercial relationship with a financial
institution or family relationships.



22. Relations with competitors



All Persons Subject to the Code shall only:



1. Perform or support, directly or indirectly, the practice
of fair competition.



2. Cooperate with the improvement of the financial
sector by maintaining a respectful relationship with competitors;



3. Respect the reputation of competitors, refraining from making
statements that may affect their image, ensuring a healthy competition;



4. Respect the intellectual property of competitors.



CHAPTER II. CONTROL OF INFORMATION AND CONFIDENTIALITY



23. General obligation of secrecy



1. Generally speaking, Persons Subject
to the Code should maintain professional secrecy with respect to any non-public data or information of which they become aware
as a result of the exercising of their professional activity, either with respect to customers, Santander, other employees or officers,
or any other third party. Therefore, and notwithstanding the above general rule:



a) They should use such data or information
exclusively for exercising their professional activity within Santander and shall not reveal them to any person other than those
other professionals who need to know such facts for the same purpose, and shall abstain from using such information to their own
benefit;



b) Data and information concerning accounts, financial
positions, financial statements, business and customer activity
in general shall be treated as confidential and may only be
transferred to third parties outside Santander with express authorization from the customer and through legally-regulated procedures;



c) Information concerning other employees,
officers and directors (including, where applicable, remuneration, evaluations and medical examinations) shall be protected under
the same standards as those applicable to customer information.



2. This secrecy obligation continues even after the relationship
with Santander has been terminated.



3. What is stated in the preceding paragraphs is understood
as notwithstanding responses to requests made by authorized authorities in accordance with applicable ruling. In the event of doubt,
Compliance Management should be consulted.



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11







24. Personal data protection



Persons Subject to the Code are under an
obligation to respect the personal and family privacy of all persons, both employees and customers as well as any other persons
whose data are accessible to them as a result of Santander’s activity. Such data refers to all personal, medical and economic
data and those of any other type which could in any way affect the private and personal domain of the holder.

All data of a personal nature shall be
treated in a particularly restrictive manner, in order that:



1. Only necessary data are collected;



2. The obtaining, IT processing and use of the data are carried
out in such a way as to guarantee their security, reliability and accuracy, the personal right to privacy and compliance with Santander’s
obligations under applicable ruling.



3. Only Persons Subject to the Code authorized for such purpose
according to their responsibilities have access to such data to the extent considered necessary.



On responding to requests for information
and the seizure and/or freezing of customer positions by Courts, government offices
or any other public body legally authorized to do so, Persons Subject to the Code shall provide the data strictly requested by
the authorized body in question.



CHAPTER III. EXTERNAL RELATIONS AND RELATIONS WITH
AUTHORITIES



25. Courses



The participation of Persons Subject to
the Code as trainers in external courses or seminars will proceed according to instructions set by the corporate policy on the
matter.



26. Spreading of information



1. Persons subject to the Code shall abstain from transmitting
to the media, either on their own initiative or if requested by any third party, any information or news concerning Santander or
third parties, always referring such matters to Communication, Institutional Relations and Sustainability Management. If the request
to provide information is made by a supervisory body, Compliance should be informed immediately.



2. Persons Subject to the Code shall avoid the spreading of
comments or rumors.



27. Relations with the authorities



Persons Subject to the Code shall show
respect for and co-operate with representatives of official
authorities within their sphere of activity.



28. Political or associative activity



1. Any linkage to, membership of or co-operation with political
parties or other types of entities, institutions or associations with political purposes, or any contribution or services to such
bodies, should be carried out in such a way as to clarify the personal nature of such activity, avoiding any involvement of Santander.



2. Employees candidates or elected for elective public offices
should proceed according to instructions set by the corporate policy on the matter.



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12







CHAPTER IV. MARKETING AND SALE OF FINANCIAL PRODUCTS



29. Offer and signing-up of products and services



Persons Subject to the Code shall take
special care to offer customers only those products or services that are consistent with their characteristics and needs, so that
the customer only signs up for such products or services once he/she is aware of and understands their content, benefits,
risks and cost. Therefore, and notwithstanding this general rule:



1. They shall inform customers impartially and accurately as
to the different products and services, explaining all the most important features and warning them of the applicable risks, expenses
and commissions, especially in the case of high-risk financial products. Any forecast should be reasonably justified
and accompanied by the necessary explanations in order to avoid misunderstandings.



2. They shall apply the prevailing scale of charges or the approved
commercial conditions in each case.



3. They shall avoid the sale of products or services with the
sole aim of generating charges or income and without any real interest for the customer.



4. They shall not offer advantages or benefits to certain customers
to the detriment of others.



5. They shall ensure that the sale of products and services
is done in the manner established by internal procedures, obtaining and safeguarding the documentation required and giving a copy
to the customer where applicable.



6. In the advertising, marketing and sale of products and services,
they shall avoid any conduct that could entail deception or lack of significant
information.



30. Application of regulations for the marketing of products
and services



Persons Subject to the Code should strictly
observe the regulations established in the Procedures Manual for the Sale of Financial Products that are applicable to them. Persons
Subject to the Code should observe special diligence in observing the following regulations:



1. The offer and marketing of new products will require prior
authorization from the Local Marketing Committee, of the Corporate Marketing Committee, where applicable or, if the case of Compliance
– Corporate Reputational Risk Management Office.



2. In the offer and signing-up of products, the documentation
determined by the Local Marketing Committee, Corporate Marketing Committee, or where applicable, if the case of Compliance –
Management of Risks of Marketing of Products, should be used. No documents or model contracts containing clauses or terms different
from those approved by Santander may be used.



3. Customers will be classified
following the internal procedure of assigning profiles of
investors which will be adhering to the criteria defined by ANBIMA, Securities and Exchange Commission -CVM and will appear on
the Suitability Policy and/or Manual, in order to ensure that each customer is given the appropriate treatment according to such
rules. The classification of customers is aimed at ensuring
the best protection of their interests, avoiding any unjustified
discrimination, and fully respecting the regulations on personal data protection and will not imply, unless a legal provision,
that a customer cannot hire, after having been duly informed and fulfilled
the requirements of the regulations.



4. As established in the Suitability Manual and/or Policy, financial
products will be grouped based on their own methodology, according to the regulations of ANBIMA and Securities and Exchange Commission
-CVM, as well as corporate guidelines, meeting different aspects such as difficulty
of understanding, term, liquidity or risk.



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13







5. As established in the Suitability Manual and/or
Policy, appropriateness tests will be carried out in order to evaluate, as required by applicable ruling, the sufficiency of the
customer’s knowledge and experience with regard to different types of financial products. If the result of the evaluation
obtained in such test is negative, the customer must be advised that it is not considered that he/she has the knowledge and experience
necessary to sign up for the product in question. If in spite of this, the customer decides to carry out the transaction, the latter
should be formalized using the guidelines

established in the Suitability Manual and/or Policy.



6. In the cases and in the manner established in the Suitability
Manual and/or Policy, suitability tests will be carried out in order to determine the customer’s risk profile
and therefore the appropriate selection of financial products
in cases of advisory and discretionary portfolio management.



Santander shall provide all employees engaged in
commercial responsibilities with the necessary training for the marketing of each product and will continuously follow up such
training with the aim of ensuring that sales people have the appropriate level for the marketing of financial products.



CHAPTER V. PREVENTION OF MONEY LAUNDERING AND TERRORISM FINANCING



31. Money Laundering Prevention Policy Regulations



Persons Subject to the Code shall strictly
observe the regulations established in the Money Laundering and Prevention Policy. Special diligence should be observed in observing
the following regulations:



1. They must ensure that they have appropriate knowledge of
the customer, observing the regulations of the Money Laundering Prevention Policy on due diligence and knowledge of the customer.

2. They must confirm
and document the true identity of the customers with whom they maintain any type of business relationship, as well as any additional
information on the customer, always in accordance with the applicable regulations on the prevention of Money laundering and terrorism
financing.

3. They must not open or maintain anonymous accounts or those
with fictitious names.

4. Documents evidencing the powers of attorney of the persons
authorizing financial transactions on the customer’s
behalf shall be required.

5. They must obtain the necessary information on the true identity
of the person in whose name a relationship is being established, an account is being opened or a significant
transaction is being carried out (i.e., the beneficial owners)
whenever the customer is acting on behalf of third parties or if there are any doubts as to whether the customer is acting on his/her
own behalf.

6. They must identify the individual(s) who ultimately hold
or control, directly or indirectly, a percentage in excess of 25% of the shares, rights or property of legal entities, except for
those listed on a regulated market.

7. They must not accept customers included on the prohibited
list in the Money Laundering Prevention Policy.

8. They shall obtain prior authorization from Central Department
for the Prevention of Money Laundering (UPLD), before commencing any business relationship with persons or entities included in
any of the categories which require prior authorization from such bodies according to the Money Laundering Prevention Policy.

9. They shall obtain the necessary information
and documents in order to (a) establish the source of the customer’s funds; (b) establish the nature and scope of the envisaged
use of the products and services by the customer; (c) confirm
the information provided by the customer.

10. They
must observe the requirements established in the Money Laundering Prevention Policy for the

obtaining
of documents and the recording and reporting of transactions.

11. They must immediately report any suspicious activity to
the Central Department for the Prevention of Money Laundering (UPLD). The following are considered suspicious activities: (a) those
which could be related to funds originating from criminal activity or are intended to conceal funds or assets originating from
such activity; (b) those which could comprise funds which directly or indirectly are to be used, wholly or partially, for the committing
of activities or a terrorist nature; (c) those which are fractioned or structured to avoid any of the systematic registration or
reporting under applicable legislation against money laundering



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and the financing
of terrorism; (d) those which have no commercial purpose or with respect to which there is no reasonable explanation, once the
known facts have been examined including the background information and the possible object of the transactions.

12. They shall abstain from providing any information, either
internally or externally, on customers or transactions to which any notification
of suspicious activity refers.

13. They shall strictly adopt the measures which
are established in the Money Laundering Prevention Policy for specific situations of risk.



CHAPTER VI. CONDUCT IN SECURITIES MARKETS



32. Regulations applicable to all Persons Subject
to the Code



1. Persons Subject to the Code shall carry
out their transactions in financial markets (including those
involving securities and other financial instruments) in accordance
with the following principles, notwithstanding the application of the special rules established by the Code of Conduct in Securities
Markets for those who are subject to such Code:



i) They may not undertake any transactions with a view to obtain
an immediate gain or which are recurrent or repetitive (speculative trading), or which, owing to their risk, volatility or other
circumstances, could require continuous market follow-up which could interfere with their professional activity within Santander,
reason why transactions in the securities market should be maintained for at least 30 days;



ii) In the event of any doubts regarding
the speculative nature or otherwise of personal transactions, the insider or significant
nature of information or the interpretation of this section, Compliance should be consulted beforehand by the Person subject to
the Code;



iii) They shall avoid excessive indebtedness
in the financing of their transactions and may not under any
circumstances trade in short or without sufficient provision
of funds;



iv) They shall not carry out any transactions
based on confidential information on customers or suppliers,
or information concerning Santander, obtained in the course of their work or due to the responsibilities entrusted to them. In
particular, Persons Subject to the Code in possession of insider information may not undertake trading operations on the securities
or financial instruments affected by such information, or advise others to do so, or transmit the content of such information,
except within the strict exercising of their professional responsibilities;



v) Insider information is considered to
be that which specifically refers directly or indirectly to
one or several securities or financial instruments admitted
for trading in a market or organized trading system or that is in the process of becoming so, or to the issuers of such securities
or financial instruments, which has not been made public and
that if it were to be made public, could have an appreciable influence
on the respective market price;



vi) If Persons Subject to the Code obtain
access to insider information by any means, they should immediately inform Compliance, also stating the source of the insider information
thus obtained. This duty to report will also be applicable in cases where insider information is obtained by accident, through
casual comments or due to negligence or indiscretion on the part of persons with an obligation to keep such information secret.
Persons Subject to the Code who thus obtain access to insider information shall abstain from making any use of such information
and communicating it to third parties, save for the notification
to Compliance as mentioned above.



2- Persons Subject to the Code who because
of their responsibilities receive, transmit or execute orders referring to securities or financial
instruments, shall pay special attention to any possible indications of suspicious transactions involving market abuse, and in
the event of detecting any such situation, shall immediately inform Compliance.



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33. Regulations of the Code of Conduct in Securities Markets
(CCMV)



Obligated persons under the Code of Conduct in Securities Markets
must strictly comply with the rules established in such code and observe special diligence in observing the following regulations:



1 .Own account trading should be carried out through a Santander
institution and reported to Compliance on a monthly basis, in the manner and with the exceptions established in the Code of Conduct
in Securities Markets. Such own account trading should be ordered in writing or by recordable means, will not be processed in the
event of insufficient provision of funds and may not be of
a speculative nature. The performance of reverse-direction operations on the same securities (or others that have the same effect)
can only occur respecting the minimum period of 30 days between these operations.



2. Persons subject to CCMV and classified
as close ones should obtain prior authorization of the manager and the Compliance area to negotiate with Santander securities.
Persons subject to CCMV but not classified as close ones should
communicate in advance of the operations on their account that they intend to perform on Santander securities. Such transactions
may not be carried out from the date that is one month prior to the announcement of the respective results (quarterly, half-yearly
or annual) until the date following that on which such results are published. Likewise, reverse-direction trading operations involving
securities of Santander may not be carried out during the 30 days following each acquisition or disposal of such securities.



3. Conflicts
of interests should be avoided and Compliance should be informed of any situation in which a conflict
of interests could occur, in the opinion of an impartial observer.



4. They shall scrupulously observe the cautions established
in the Code of Conduct in Securities Markets with respect to sensitive information, and very especially the following:



i) They shall limit knowledge of sensitive
information to persons who necessarily require it for the appropriate undertaking of their responsibilities, and shall avoid making
any comments that could directly or indirectly reveal the content of any sensitive information;



ii) They shall not trade nor recommend
any trading based on insider information;



iii) They shall strictly respect the barriers
established by Compliance Management for each separated area, and if the crossing of such barriers is essential, they shall scrupulously
observe the control measures established by the Code of Conduct in Securities Markets and their developments.



5. They shall abstain from preparing or
carrying out practices that falsify the free formation of prices or that cause, for their own benefit
or the benefit of others, any artificial
performance of share prices.



CHAPTER VII. ASSETS OF SANTANDER



34. Protecting Santander’s assets



1. Persons Subject to the Code shall look after Santander’s
assets so that they do not suffer any harm.

2. They shall protect and look after the assets made available
to them or to which they have access, which shall be used in an appropriate manner for the professional functions for which they
have been provided.

3. They may not dispose of or encumber any of Santander’s
assets without the appropriate authorization.

4. They shall ensure that any expenditures are strictly in line
with needs.

5. They shall observe all the internal control procedures established
by Santander for the protection of its assets.

6. They shall not dispose of, transfer, assign or conceal any
property owned by Santander for the purpose of avoiding compliance with the latter’s responsibilities versus its creditors.





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35. Management of foreclosed property



1. Persons Subject to the Code who because
of their position undertake functions, hold responsibilities, handle information or hold powers of attorney within Santander for
the management and marketing of its own property or that which is awarded, or acquired, or any other property entrusted to them,
shall act as established in the Manual of Assets - Non-Use Property – Real Property.



2. It is prohibited for Persons Subject
to the Code to undertake, on the account of Santander, any construction, demolition, remodeling or restoration work on Santander’s
behalf without having obtained the respective permits and authorizations.



CHAPTER VIII. ACCOUNTING AND FINANCIAL INFORMATION OBLIGATIONS



36. Accounting obligations



1. Reliability and strictness shall be
applied in the drawing-up of Santander’s financial information,
ensuring that:



i) The transactions, facts and other events
contained in the financial information actually exist and
have been recorded at the appropriate time;



ii) The information reflects
all transactions, facts and other events in which the institution is an affected party;



iii) Transactions, facts and other events
are recorded and valued according to applicable regulations;



iv) Transactions, facts and other events
are classified, presented and divulged in the financial
information in accordance with applicable regulations;



v) The financial
information reflects, as of the respective date, the rights
and obligations through the respective assets and liabilities, in accordance with applicable regulations.



2. The financial
information includes all information of an accounting and economic nature which Santander presents to securities markets and files
with supervisory bodies. It therefore includes the annual financial
report, the half-yearly financial report and intermediate
statements, both individual and consolidated, and the prospectuses drawn up by Santander for the issuances of financial
instruments.



37. Internal controls



1. All the internal control procedures established by Santander
to guarantee the correct entry of transactions and their appropriate reflection
in the financial information published by Santander shall
be observed.



2. On preparing financial
information, the areas of Santander responsible for each activity, process and sub-process shall certify that they have observed
the controls established by Santander and that the information supplied is correct.



38. Diffusion of material information



Notwithstanding the provisions of section
26, communication to the market and diffusion of Santander’s material information is subject to the following rules:



1. The Legal Management is responsible
for reporting material information generated within Santander to the Securities and Exchange Commission (CVM). Such notification
must always be prior to or simultaneous with the communication of material information to the market or the media, shall take place
as soon as the decision or resolution in question has been made, signed or executed.



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2. The Legal Management shall monitor the
performance of the securities on which material information exists, including, where appropriate, a notification
of a material fact in the event of any indication of an inappropriate diffusion of such information.



3. The diffusion of material information
shall be truthful, clear, complete, fair, within useful time and whenever possible, quantified.



4. The Legal Management shall keep a register
of material facts notified to the market.



CHAPTER IX. CORRUPT PRACTICES



39. Bribery of public officials



1. The handing-over, promise or offer of any type of payment,
commission, gift or remuneration to any authorities, public officials
or employees or officers of Government owned companies or
public bodies is forbidden, whether made to them directly or indirectly through persons or companies related to them and where
the public official or public employee in question, or another
person indicated by the latter, is the intended recipient. This prohibition refers to authorities, public officials
or employees both in Brazil and any other country.

2. Such payments, promises or offers are forbidden if made directly
by any company of Santander or indirectly through partners, associates, agents, intermediaries, brokers, advisors or any other
indicated person.

3 . Unless, for reasons of frequency, characteristics or circumstances,
such actions could be interpreted by an objective observer as intending to affect the impartial criterion of the receiver, provided
that the following guidelines are duly observed this prohibition will not include:



a) Promotional items of little value;

b) Normal invitations not exceeding limits
considered reasonable according to customary social usage and courtesies;

c) Occasional courtesies for specific
and exceptional reasons (such as Christmas), provided they are not in the form of cash and are within reasonable limits;

d) Invitations to sporting or cultural
events sponsored by Santander, under the conditions established by corporate policy on such matters.



4. Persons Subject to the Code shall reject
and inform Compliance Management of any request by any third party for payments, commissions, gifts or remuneration as mentioned
in Point 1 above.



40. Agents, intermediaries and advisors



The use of agents, intermediaries or advisors
in transactions or contracts involving any government department, public body or other Government owned company, either Brazilian
or foreign, in any way shall require the adoption of the following measures:

1. Whenever possible, institutions of renowned prestige in the
market or sector in question shall be used as agents, intermediaries or advisors, and if possible, first-rate companies, especially
when the remuneration of the agent, intermediary or advisor is linked to the success of the transaction or contract.

2. Due diligence mechanisms will be implemented in
order to become acquainted, as far as is reasonably possible, with the participating persons and their associates, in order for
the most suitable to be chosen, reasonably ensuring that they are trustworthy and therefore do not undertake any activity that
could involve risk or economic prejudice or could compromise Santander’s reputation and good image.

3. The agent, intermediary or advisor finally
selected will be informed of the prohibitions established in this chapter. The agreements signed with agents, intermediaries or
advisors will include clauses which expressly and specifically
state such prohibitions.



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41. Reporting to Compliance



| | 1. | Santander companies intending to undertake any transaction involving any Brazilian or foreign government service, public body
or Government owned company in any way shall report such fact to Compliance and shall inform it of the agents or intermediaries
participating in the transaction prior to hiring them.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 2. | Excluded from this reporting obligation are any transactions forming part of a cooperation programme with a government body
duly approved by Santander, ordinary banking transactions and those involving minimal amounts which therefore do not represent
any significant risk of unlawful activity.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 3. | After receiving the notification, Compliance will adopt the necessary due diligence measures to ensure that no unlawful activity
occurs.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------



42. Bribery of individuals



1. The handing-over, promise or offer of any type of payment,
commission, gift or remuneration to any employees, officers
or directors of other companies or institutions is forbidden, whether made to them directly or indirectly through persons or companies
related to them, made with the intention that such persons breach their duties in connection with the signing-up of products or
services or the purchase and sale of goods favoring Santander versus its competitors.



2. Such payments, promises or offers are forbidden if made directly
by any company of Santander or indirectly through partners, associates, agents, intermediaries, brokers, advisors or any other
interposed person.



3. Unless, for reasons of frequency, characteristics or circumstances,
such actions could be interpreted by an objective observer as intending to affect the impartial criterion of the receiver, this
prohibition will not include:



| | a) | Promotional items of little value;
| | -- | ----------------------------------

| | b) | Normal invitations not exceeding limits considered reasonable according to customary social usage and courtesies;
| | -- | -----------------------------------------------------------------------------------------------------------------

| | c) | Occasional courtesies for specific and exceptional reasons
(such as Christmas), provided they are not in the form of cash and are within reasonable limits;
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------

| | d) | Invitations to sporting or cultural events sponsored by Santander, under the conditions established by corporate policy on
such matters.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------



4. Persons Subject to the Code should reject
and inform Compliance of any request by any third party for payments, commissions, gifts or remuneration as mentioned in point
1 above.



CHAPTER X. TAX OBLIGATIONS



43. Tax obligations of Santander



1.Persons Subject to the Code shall avoid
any and all practices that involve the unlawful evasion of tax payments to the detriment of the Public Treasury.

2. Persons
Subject to the Code shall avoid the use of opaque structures for tax purposes. Such

structures
are understood as those which are designed, through the use of holding companies in tax

havens
or territories that are non-cooperative with the tax authorities, to prevent the latter from knowing

the final
person responsible for the activities or the ultimate holder of the goods or rights involved.

3. The Board of Directors or equivalent
body shall be informed on the amendment to tax policies applied

by Santander. Before preparing the annual
accounts and submitting the tax return on the Companies, the Tax Advisory Officer
will inform the Board of the amendment to the policies observed during the year.

4. Notwithstanding the above, in the case of transactions or
matters that should be submitted to the Board of Directors or equivalent body for approval, a report will be given on the tax consequences
of the same whenever they constitute a significant factor.



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5. The effective observation and control
of what is established in point 4 above will be regulated through the respective internal regulations, which, as already stated
herein, form part of Compliance Governance.



44. Tax obligations of customers



| | 1. | In the marketing and sale of financial products and services,
no type of tax advice or planning may be provided to customers.
| | -- | -----------------------------------------------------------------------------------------------------------------------------



| | 2. | Whenever, due to the nature of the product, it is appropriate to inform customers of the possible tax treatment of the same,
they will be informed that they are being given simple information, not tax advice. Customers will also be cautioned of their sole
responsibility for duly meeting their respective tax obligations, which includes obtaining on their own behalf and outside Santander
the necessary tax advice on the financial products and services
signed up. Presentations of products, services and contracts shall include explicit cautions or disclaimers in this regard.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 3. | With respect to the products and services signed up, the tax information given to customers for meeting their tax obligations
prior to the commencement of the respective declaration period should be truthful and provided as soon as possible, with the intention
of avoiding any problems or disagreements with the tax authorities.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



CHAPTER XI. ESTABLISHMENTS IN COUNTRIES OR TERRITORIES
CLASSIFIED AS TAX HAVENS



45. Establishments in countries or territories classified as
tax havens



1. The Local Executive Committee shall authorize any and all
creation or acquisition of interests in entities domiciled in countries or territories that have the classification
of tax havens, following the previous guidelines established by Banco Santander S.A. (Spain).



2. The Legal Management will supervise the internal control
exercised over activities in countries or territories classified
as tax havens and will present an annual report to the Board of Directors in this regard.



3. The corporate purpose of, and activities which may be undertaken
in, countries or territories classified as tax havens shall
be clearly identified and defined.
If the activity in the country or territory classified as
a tax haven consists of acting as a special vehicle for the issuing of securities, one and the same vehicle will not be used for
channeling different activities and the funds captured will not be kept in the institution registered in the country or territory
classified as a tax haven, but located in Santander institutions
registered in territories not classified as tax havens that
issue the guarantee for the capturing of such funds.



4. Establishments in countries or territories classified
as tax havens shall be submitted to effective control by the central bodies of Santander.



5. The external auditors of the establishment in the country
or territory classified as a tax haven shall be the same auditing
firm as that of the parent company to which the establishment
belongs.



6. Information will be given in the annual financial
statements on the activities carried out in each establishment in countries or territories classified
as tax havens, their nature and results and the mechanisms established to control possible risks.



7. For this purpose, it shall be understood that a specific
country or territory is classified as a tax haven whenever
it is so considered according to Spanish regulations applicable at any time or local regulations applicable in each case.



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CHAPTER XII. IT SYSTEMS AND INFORMATION TECHNOLOGY



46. Regulations of Policy of Information Security



| | 1. | Persons Subject to the Code shall strictly observe the regulations established in the Policy of Information Security.
| | -- | ---------------------------------------------------------------------------------------------------------------------

| | 2. | They shall provide special protection for IT systems, applying the measures applicable for security of such systems.
| | -- | --------------------------------------------------------------------------------------------------------------------

| | 3. | They shall respect the specific rules and regulations
applicable to the use of electronic mail, access to the Internet or other similar resources made available to them, ensuring that
no inappropriate use is made of such resources under any circumstances.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 4. | The creation, membership of or cooperation by Persons Subject to the Code in social networks, forums or blogs on the Internet
and the opinions or statements expressed in the same shall be given in such a way that the personal nature of such opinion or statement
is clear. In any event, Persons Subject to the Code shall abstain from using the image, name or brands of Santander in order to
open accounts or register themselves in such forums or networks.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



CHAPTER XIII. INTELLECTUAL AND INDUSTRIAL PROPERTY
RIGHTS



47. Intellectual and industrial property rights



1. Persons Subject to the Code shall respect the intellectual
property and right of use corresponding to Santander with respect to courses, projects, programmes and IT systems; equipment, manuals
and videos; knowledge, processes, technology, know-how and in general, all other work developed or created, either as a result
of their professional activity or that of third parties. Therefore, use of such resources shall be made within the exercising of
the professional activity.

2. They shall not use the image, name or brands of Santander
except for the appropriate carrying-out of their professional activity within it and when required they shall follow the guidelines
of the use of the trademark.



48. Third party rights



Persons Subject to the Code shall likewise respect the intellectual
and industrial property rights held by third parties outside Santander. In particular, Persons Subject to the Code may not include,
use or employ any type of physical or electronic information belonging to another company that has been obtained as a result of
holding a previous position, or without due consent of the holder of the property.



CHAPTER XIV. PRESERVATION OF DOCUMENTS



49. Filing and preservation of documents



Persons Subject to the Code shall strictly adhere to internal
regulations on the filing and preservation of documents.

In any event, the documents shall be appropriately
filed and preserved for the time established in internal rules
and regulations in force, either on paper or in electronic form, according to the cases below:



1. The supporting documents of accounting notes reflecting
transactions carried out by Santander.



2. Reports filed
with the authorities on suspicious activities of a customer relating to a possible case of money laundering and/or terrorism financing,
or a possible case of market abuse, together with the supporting documents.



3. Registers of all courses given on money laundering and terrorism
financing prevention.



4. Registers of all courses given on the Compliance Governance.



5. Documents concerning whistleblowing and the investigations
carried out as contemplated in Section VI.





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SECTION V. Application of the Code






CHAPTER I. ORGANIZATION AND RESPONSIBILITIES



50. Compliance



Compliance Governance, as well as management
of its policies in general is the responsibility of Compliance Management, together with other areas or units which for operational
or specialization reasons do not form its organizational structure, but cooperate with it in executing such policy. Therefore,
Compliance shall have the following responsibilities:



1. Applying effectively and provide the Code to Persons as well
as guide them in applying these rules.



2. Organizing training for proper knowledge of this Code, interpreting
and meeting generally the queries submitted by the Persons Subject to the Code, as well as other functions that are conferred on
it.



3. Conducting or directing to the responsible areas, investigation
of possible practices of acts of noncompliance and may request support to the Administration of Special Occurrences - SOE or Human
Resources and suggesting to Compliance Committee applicable penalties.



4. Cooperating with Internal Audit in the regular reviews made
by the latter with respect to observation of the Code and the policies and manuals, notwithstanding the regular reviews that were
directly carried out by Compliance.



5. Receiving and processing whistleblowing communications made
by employees or trainees as established in Section VI.



6. Providing advice in resolving any doubts arising from the
application of codes and policies of Compliance.



7. Reporting issues related to the Code and management to the
Compliance Committee.



8. Regularly reporting to the General Secretary, the Compliance
Committee on the execution of the policies and the application of the Compliance Governance.



9. Evaluating yearly any changes it may be advisable to make
in the Compliance Governance, especially in the event of detecting non-regulated areas of risk and procedures susceptible to improvement,
and proposing such changes to the Compliance Committee.



51. Compliance Committee



1. The Compliance Committee, chaired by the General Secretary
of Santander, has authority on all matters relating to the Compliance obligations and risks. It is composed of the CEO and the
Vice-Presidents of Banco Santander (Brasil) S.A., and the secretary is a Superintendent of Compliance and as a permanent guest
the Executive Office of Internal Audit.



2. The Compliance Committee approves the policies and manuals;
interpreting them generally and

adopting general decisions for the application.



3. The Compliance Committee shall resolve any issues which due
to their complexity are referred to it for interpretation.



4. The Compliance Committee is
responsible for imposing disciplinary penalties for breach of the Code.





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52. Internal Audit



1. As part of its investigation and internal control responsibilities,
Internal Audit shall carry out the necessary tests and reviews to check that the regulations and procedures established in the
Compliance Governance are observed.



2. Internal Audit shall independently supervise the efficiency
of the regulatory compliance programme adopted by Santander, therefore ensuring that the Compliance Governance achieves the objectives
intended by it.



53. Board of Directors



The Board of Directors will approve the Code of Ethics.



54. Human Resources Management



The Human Resources Management shall inform
the Code to newly hired employees and trainees.



It shall ensure smooth operation of the
institutional systems of distance learning, providing full access to courses and proper registration of training information, according
to the policies in force.



55. Officers



Santander Officers
should ensure compliance with the Code in its respective spheres.



CHAPTER II. CONSEQUENCES IN CASES OF BREACH



56. Breach



Breach of the General Code may lead to
labor-offence sanctions, notwithstanding any sanctions under administrative or criminal law that may also result from such breach.



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SECTION VI. Channel
for whistleblowing








57. Open Door Policy



1. Any employee or trainee who becomes aware of the committing
of an allegedly unlawful act or a breach of this General Code or of internal policies may notify Compliance directly.



2. The reporting of an allegedly unlawful act to Compliance
may be made through any of the following channels:



i) By calling telephone number 55 11 0800.723.4472
option 2

ii) By sending an e-mail to the following
address: denuncias@santander.com.br



3. Queries on matters relating to the Compliance Governance,
including doubts on Compliance policies, should be sent to the channel Talk to Compliance, through e-mail falecomcompliance@santander.com.br
or by phone number 55 11 0800.723.4472 option 3.



4. In order to ensure maximum effectiveness of the Open Door
policy, sufficient publicity will be given on the intranet
to the possibility of making confidential notifications.



58. Confidentiality of whistleblowing communications and prohibition
of reprisals



The Compliance, Human Resources and Administration
of Special Occurrences shall guarantee the confidentiality
of any whistleblowing communications received.



1. Adopting any measure against an employee of Santander consisting
of a reprisal or any other type of negative action against any such employee for having sent a whistleblowing communication is
strictly prohibited.



2. The prohibition of reprisals stated above shall not prevent
the adopting of the appropriate disciplinary measures whenever the internal investigation determines that the whistleblowing communication
is false and has been made in bad faith.



59. Processing of whistleblowing communications



1. Compliance shall keep a register of all whistleblowing communications
received. Such register shall respect the regulations concerning data protection.



2. After receiving a whistleblowing communication and in case
of need for investigation, the Compliance shall refer the matter to the Administration of Special Occurrences - SOE to start the
internal investigation. In case of whistleblowing communications relating to ethical principles related to equal opportunities,
respect for people, reconciliation of work and personal life, labor risks prevention or collective rights, the investigation will
be performed by the Administration of Special Occurrences - SOE monitored by the Human Resources area.



3. In the internal investigation carried out, the Administration
of Special Occurrences – SOE may gather all the information and documentation it considers appropriate from any areas, divisions
or companies of Santander. Compliance and may also request the Internal Audit for assistance that it deems necessary. The Compliance
will inform the result of the investigation to the Compliance Committee.



4. Compliance shall immediately refer to the Compliance Committee
any whistleblowing communications referring to practices or acts involving accounting or auditing. Notwithstanding the foregoing,
Compliance Management shall regularly report to the Compliance Committee on any whistleblowing communication.



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