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

Attachments

  • Original document
  • Permalink

Disclaimer

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.