Related Party Transactions
Rule 12g3 2(b) Exemption # 82-35186
Free English Translation
Notice on Transaction with Related Party (CVM Resolution 80/2022
Following next, the detailing required by Appendix F (art. 2) to CVM Resolution 80, as of 03/29/2022.
I - transaction description, including:
a) the parties and their relation with BB; and | CIELO S.A.: Affiliated company. | |||
b) the object and main terms and conditions. | Contract for Provision of Intermediation Services, | |||
Capture, Indication and Maintenance of | ||||
Merchants. | ||||
The Contract establishes terms and conditions | ||||
pertinent to intermediation services to be provided | ||||
by Banco do Brasil to Cielo, aimed at attracting, | ||||
indicating and maintenance Merchants for | ||||
potential association (accreditation) to the Cielo | ||||
System. | ||||
The Services to provided by Banco do Brasil to | ||||
Cielo include, among others: (i) introduction of the | ||||
legal representatives and those responsible for | ||||
making decisions at Merchants to Cielo, since | ||||
authorized and through sending affiliation | ||||
proposals carried out in the System and / or at | ||||
Banco do Brasil's Portal; (ii) possible participation | ||||
in initial meeting and subsequent meetings with | ||||
Merchants, according to Cielo's need and | ||||
convenience; (iii) description of the Merchant's | ||||
profile and main businesses; (iv) identification and | ||||
referral to Cielo of main needs and expectations | ||||
indicated by the Merchants, aiming the continuity | ||||
of Merchants associated (accredited) to the Cielo | ||||
System; (v) identification and reporting of most | ||||
recurring complaints and points of improvement | ||||
about the commercial relationship, to the purpose | ||||
of Cielo to improve it, in order to avoid | ||||
cancellation of associations (accreditations); and | ||||
(vi) collect of documents and information, as well | ||||
as reports issuing. All information relating to the | ||||
Agreement will comply with applicable data | ||||
protection laws. | ||||
Due to the Services provided, Banco do Brasil is | ||||
entitled: i) to remuneration related to the volume of | ||||
payment transactions carried out in Merchants | ||||
with payments receivement (account domicile) at | ||||
Banco do Brasil, regardless of the channel or date | ||||
of association (accreditation) to the Cielo System, | ||||
corresponding to 10 basis points of the eligible | ||||
volume.The eligible volume includes the amount | ||||
captured only in domestic transactions, does not | ||||
include transactions in which Cielo provides VAN | ||||
services, customer bases related to commercial | ||||
partnerships. It considers the minimum profitability | ||||
criteria of each Merchant and ii) an additional | ||||
remuneration | considering | the | increased | |
penetration of term products by Merchants in the | ||||
Retail segment and Entrepreneurs with banking | ||||
domicile at Banco do Brasil and accredited with | ||||
the Cielo System which will be calculated | ||||
according to the remuneration table provided for in | ||||
the Contract. |
Contract Signing date: December 28, 2023.
Related Party Transactions
Rule 12g3 2(b) Exemption # 82-35186
Free English Translation
Term: one year from January 01, 2024.
II - if, when and how the transaction counterpart, their partners or managers took part in the process:
- of BB's decision on the transaction, describing The transaction obtained internal approval in
this participation; and | accordance with the Specific Policy for |
Transactions with Related Parties. |
- of the transaction negotiation as BB's The proposal was negotiated in an environment
representants, describing this participation; | free of conflicts of interest and it has a common |
interest to the parties in commutative conditions. |
- - detailed explanation of the reasons why BB's management considers that the transaction has observed commutative conditions or provides for an appropriate compensatory payment, informing, for example:
a) whether BB has requested proposals, | The proposal was introduced by the counterparty | |
undertaken any price-taking procedure, or | and was considered to be in fair remuneration. | |
otherwise attempted to carry out the transaction | The Transaction does not provide for exclusivity or | |
with third parties, explaining, if not, the reasons | ||
restriction, with the possibility of entering into | ||
why it did not do so or, | if so, the procedures | |
similar transactions with third parties. | ||
performed and their results | ||
b) the reasons that led | BB to carry out the | The related party presented the proposal which |
transaction with the related party and not with third | contemplates the services to be provided, through | |
parties; and | remuneration. | |
c) a detailed description of the measures taken and | The commutability of the operation is assured | |
procedures adopted to ensure the operation | considering the services to be provided, the | |
commutativity. | remuneration to be perceived and the common | |
interest of the Parties. |
If the transaction is a loan granted by BB to the related party, the information provided must necessarily include:
I - an explanation of the reasons why BB chose to | "Not applicable". |
grant it, indicating any guarantees required; | |
II- analysis of the borrower's credit risk, including an | "Not applicable". |
independent risk classification, if any; | |
III - description of the way in which the interest rate | "Not applicable". |
was fixed, considering free risk market rate and the | |
borrower's credit risk; | |
IV - comparison between the loan's interest rate | "Not applicable". |
and other similar applications on the market, | |
explaining the reasons for possible discrepancies; | |
V - comparison between the loan's interest rate and | "Not applicable". |
the rates of other loans received by the borrower, | |
explaining the reasons for possible discrepancies; | |
VI - description of the impact of the transaction on | "Not applicable". |
the financial liquidity condition and the BB's | |
indebtedness level. |
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Banco do Brasil SA published this content on 02 January 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 02 January 2024 11:52:42 UTC.