Exhibit 11.1



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|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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|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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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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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.



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;



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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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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:



| | 1. | They shall be responsible for achieving the level of skills needed
to best perform their duties.
| | -- | ------------------------------------------------------------------------------------------------



| | 2. | 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.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 3. | They shall respect the procedures established internally, especially
those referring to the authorization and application of risk limits.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------



| | 4. | 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.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 5. | 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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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;
| | -- | ----------------------------------



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



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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.



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



1. 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.



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.



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



13





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.



14





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 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.



15





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.



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.



16







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.



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.



17





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.



18







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.



19





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.



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.



20





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. | Employees shall acknowledge receipt of the technological devices
that will be delivered or enabled them and return them when you leave Santander’s Group, or, if asked to do so, if they are
transferred from one entity to another within the Santander’s Group, in accordance with the procedures and deadlines set
forth in the internal manuals related to the matter.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 4. | 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.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 5. | 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:



21





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.



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
theCompliance Office, 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.



22





51. Compliance Committee



| | 1. | The Compliance Committee, chaired by the Compliance Office 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 Intern
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 2. | al 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.



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.



23





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. 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.



4. 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.



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.



24