CIELO S.A.
Corporate Taxpayer's ID (CNPJ): 01.027.058/0001-91
Company Registry (NIRE): 35.300.144.112
EXHIBIT 30-XXXIII to CVM Instruction 480/09
Notice on transaction between related parties
Barueri, March 31 , 2021 - CIELO S.A. ("Cielo" or "Company"), pursuant to Instruction 480 of the Brazilian Securities and Exchange Commission ("CVM"), of December 7, 2009, ("CVM Instruction 480/09"), hereby informs its shareholders and the market in general about the following transaction between related parties:
Related parties | Cielo S.A. and Elo Serviços S.A. ("Elo") |
Relationship of the parties with Cielo | The Company and Elo have in their respective control |
blocks, direct or indirectly, Banco do Brasil S.A. and | |
Banco Bradesco S.A. | |
Transaction date | March 31, 2021. |
Purpose of the transaction | The purpose of the contract is the assignment and |
transfer, by the Cielo to Elo, on a definitive basis, of all | |
the rights related to the processing platform and | |
transaction authorizer developed by Cielo to Elo brand | |
("Software"). | |
Main terms and conditions of the | The contract provides for the assignment of Software |
transaction | and rights arising therefrom so that the ownership of |
the Software and all source codes, materials, manuals, | |
documents and information related thereto, as well as | |
their respective intellectual property rights, is granted | |
to Elo on a definitive basis. | |
The Software was developed by Cielo for Elo's brand | |
activities. The contract comprised a temporary license | |
of Software, which ends due to the assignment and | |
transfer. | |
The total amount of the transaction is R$380 million, | |
which comprises the assignment and transfer of the | |
Software, as well as the values related to the licensing | |
period. | |
Participation of the counterparty, its | The negotiation and the signing of the Contract were |
partners or management in Cielo's | carried out in strict compliance with the terms of the |
decision-making process regarding | Transaction Policy with Cielo Related Parties, having |
the transaction or negotiation of the | completed all procedures and obtained all necessary |
Transaction as representatives of | internal approvals in order to mitigate potential |
Cielo | conflicts of interest. |
Therefore, the transaction was duly approved by the | |
Board of Directors, pursuant to article 19, item xxiii of | |
Cielo's Bylaws. In a resolution taken with the | |
participation of only its independent members, who |
For further information, please contact the Investor Relations area: ri@cielo.com.br
ir.cielo.com.br
Phone: +55 11 2596 8453
were not appointed by Bradesco or by Banco do Brasil, | |
based on the supporting documents provided by the | |
Executive Board, duly supported by studies prepared | |
by external advisors and by the competent areas of the | |
Company. | |
Detailed justification of why the | Cielo's management considers the Contract with Elo is |
Cielo's management considers that | concluded on an arm's length basis and it provides for |
the transaction complies with arm's | adequate remuneration payment for the Software, as |
length requirements or provides for | a result of effective negotiations between the parts, |
adequate remuneration payment | supported by internal studies and evaluations and by |
specialized, independent companies with a renowned | |
reputation in the market regarding its terms, which | |
include both the software evaluation report and | |
fairness opinion about the terms of the transaction. | |
Gustavo Henrique Santos de Sousa
Chief Financial and Investor Relations Officer
For further information, please contact the Investor Relations area: ri@cielo.com.br
ir.cielo.com.br
Phone: +55 11 2596 8453
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Cielo SA published this content on 31 March 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 31 March 2021 21:45:02 UTC.