CIELO S.A.
Corporate Taxpayer's ID (CNPJ/MF) Nr. 01.027.058/0001-91
Notice on Transaction with Related Party
Barueri, 02nd February, 2021 - CIELO S.A. ("Company" or "Cielo"), pursuant to the Brazilian Securities Exchange Commission Instruction 480, dated as of 7th December, 2009, as amended ("CVM" and "CVM Instruction 480/09"), hereby provides its shareholders and the market in general with the information, required pursuant to Exhibit 30-XXXIII of CVM Instruction 480/09, related to the execution of Intermediation, Capture, Indication and Maintenance of Commercial Establishments Contracts on January 28, 2021 ("Contracts" or "Transactions") with its shareholders Banco Bradesco SA ("Bradesco") and Banco do Brasil SA ("Banco do Brasil").
Related Parties | (i) Cielo; |
(ii) Bradesco; | |
(iii) Banco do Brasil. | |
Relationship of the parties with Cielo | Banco do Brasil and Bradesco compose, through |
subsidiaries, Cielo's control group. | |
Transactions Execution Date | 28th January, 2021. |
Summary of the Transactions | The Contracts establish the terms and conditions |
applicable to the intermediation services to be | |
provided by Banco do Brasil and Bradesco to Cielo, | |
aimed at attracting and indicating commercial | |
establishments ("Establishments") for potential | |
accreditation to the Cielo System, as well as in | |
assistance in communicating with establishments | |
already accredited aiming for their maintenance in the | |
Cielo System ("Services"). | |
Terms and Conditions of the | The Services provided by Banco do Brasil and Bradesco |
Transactions | to Cielo including, among others: (i) introduction of |
Merchant's legal representatives and decision makers | |
to Cielo as long as it authorized by an affiliation | |
proposal registered in Banco do Brasil and Bradesco | |
system and/or portal; (ii) possible participation in the | |
initial meeting and subsequent meetings with | |
Merchant, according to Cielo's needs and convenience; | |
(iii) description of Merchant's profile and its principal | |
businesses; (iv) sharing with Cielo the relevant needs | |
and expectations indicated by Merchant (when | |
applicable), with a view to maintaining Merchant | |
accredited to the Cielo system; (v) identification and | |
transfer of complaints received in order to allow Cielo | |
to evaluate possible areas of improvement in the | |
business relationship so as to avoid or mitigate the | |
cancellation of accreditations; and (vi) collection of | |
documents and information, as well as preparation of | |
reports. | |
In return for the provision of Services, Banco do Brasil | |
and Bradesco will be entitled to remuneration for the | |
volume of payment transactions carried out in | |
establishments with a bank address at Banco do Brasil |
For further information, please contact the Investor Relations department: ri@cielo.com.br
ir.cielo.com.br
Phone: +55 11 2596 8453
and Bradesco and accredited to the Cielo System, | |||
regardless of the channel and date of its accreditation | |||
to the Cielo System, corresponding to 10 basis points | |||
on the eligible volume. The eligible volume only | |||
includes the amount captured in domestic | |||
transactions, excluding transactions in which Cielo | |||
provides VAN services, and takes into account the | |||
minimum profitability criterion of each Merchant. | |||
The Contracts will be in full force and effect for 1-year | |||
period (one) from 1 January, 2021. | |||
Participation of the counterparty, its | The execution of the Contracts with Banco do Brasil | ||
partners or management in Cielo's | and Bradesco obtained all necessary internal approvals | ||
decision-making process regarding | to mitigate potential conflicts of interest and/or | ||
the Transactions or negotiation of the | commutative market conditions. | ||
Transactions | as representatives | of | The Transactions were negotiated and approved under |
Cielo | the terms of Cielo's Policy for Related-Party | ||
Transaction, in addition of being duly approved by the | |||
Board of Directors, pursuant to article 19, item xxiii of | |||
Cielo's Bylaws. | |||
Since these are Related-Party Transactions, Cielo's | |||
independent members of the Board of Directors | |||
exclusively approved the Transactions based on the | |||
proposal of the Board of Executive Officers. | |||
In addition, the proposal presented by Cielo's Board of | |||
Executive Officers to its independent members of the | |||
Board of Directors was properly substantiated by a | |||
study carried out by a specialized independent | |||
company with a renowned reputation in the market. | |||
Detailed justification of why Cielo's | Cielo's management considers that the Transactions | ||
management | considers that | the | with Banco do Brasil and Bradesco are carried out on |
Transactions | comply with arm's | an arm's length basis and provide for adequate | |
length requirements or provides for | remuneration payment. The purpose of the | ||
adequate remuneration payment | Transactions is to increase the sales volume composed | ||
by transactions carried out with credit and debit cards | |||
captured and processed by Cielo. There is no exclusivity | |||
of any kind between Cielo and Banco do Brasil and | |||
Bradesco, as well as no restrictions on entering into | |||
similar agreements with third parties. | |||
Cielo observes its Policy for Related-Party Transaction | |||
aiming the best practices related to pricing and | |||
technical conditions. | |||
This initiative is in line with Cielo's strategic planning, | |||
which aims to create shareholder value through | |||
growth, revenue diversification in businesses related to | |||
electronic payments and greater operational | |||
efficiency. | |||
Gustavo Henrique Santos de Sousa | |||
Chief Financial and Investor Relations Officer |
For further information, please contact the Investor Relations department: ri@cielo.com.br
ir.cielo.com.br
Phone: +55 11 2596 8453
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Cielo SA published this content on 02 February 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 02 February 2021 21:39:07 UTC.