Anticorruption Policy

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Review History

Version:	Date of Review:	History:
1	12/17/2013	Document preparation
2	06/26/2015	Concept adjustment in items Objective (I), Scope (II) and heading of item 2; Inclusion of item Additional Documentation (III) and Responsibilities (V); Inclusion of word “anonymously” in the Ethics Channel definition, “Private” in Corruption definition and Stakeholders definition in item Concepts and Acronyms (IV); Inclusion of items 2.2 and Miscellaneous (VIII).
3	10/30/2017	Update of items I. Objective, II. Scope, III. Additional Documentation, IV. Concepts and Acronyms, V. Responsibilities and sub-items 2.1.1, 3.1, 3.3, 4.1, of VI. Guidelines; Inclusion of sub-items 2.1, 2.2 to 2.3, 2.3.2 to 2.4.2 and 4.2 to 5.1 of VI. Guidelines.
4	07/05/2018	Update of items I. Purpose, II. Scope, IV. Outcome Management, V. Responsibilities, VI. Additional Documentation, VII. Concepts and Acronyms and subsequent subitems of III. Guidelines: 1.3.2, 1.3.3, 2.2 and 3.2.
5	02/19/2020	Update of items I. Purpose, II. Scope, III. Guidelines Sub-items 1.1.1, 1.2.2, 1.3, 1.3.2, 1.3.3, 1.3.4, 1.4.1, 1.4.2, 2.1, 2.3 e 4.1, IV. Management of Consequences, V. Responsibilities, VI. Additional Documents, VII. Concepts and Acronyms and VIII. General Provisions.
6	02/25/2021	Update of Items I. Purpose, II. Scope, III. Guidelines, IV Management of Consequences, V. Resposabilities and VII Concepts and Acronyms.
7	05/25/2022	Update of items: I. Purpose, II. Scope, III. Guidelines sub-items 5.1, 5.2, 6, 8.1, 8.2, 8.3, 9.2, 10.1, 11, 12, 12.2, 13.1, 13.2, 14.1, 14.2, IV. Consequence Management, V. Responsibilities and Concepts and Acronyms.
8	03/29/2023	General document update.

I. Purpose

This Anti-Corruption Policy (“Policy”) aims to establish the key guidelines and position of Cielo S.A. – Instituição de Pagamento (“Cielo”) regarding the repudiation and combat of all forms of corrupt conduct, such as bribery, embezzlement and the granting of undue advantages, as well as the concealment or dissimulation of these acts and the hindering of investigation and inspection activities.

II. Scope

All members of the Board of Directors, Advisory Committees and Executive Board (“Officers”), members of the Fiscal Council; employees, including contractors, interns and young apprentices (“Employees”) of the companies Cielo, Servinet Serviços Ltda. and Stelo S.A., hereinafter jointly referred to as “Company”.

All the Company’s Subsidiaries must define their directions based on the guidelines set forth in this Policy, considering the specific needs and the legal and regulatory aspects to which they are subject.

With respect to the Affiliates, the Company’s representatives who act in managing its Affiliates must make every effort to define their directions based on the guidelines set forth in this Policy, considering the specific needs and the legal and regulatory aspects to which they are subject.

III. Guidelines

1. Anti-Corruption Law and Prohibition of Acts Harmful to Public Administration

1.1. The Company does not adopt, encourage and/or allow the practice of any conduct that constitutes or results in harmful acts to the Public Administration, whether domestic or foreign, and private companies, pursuant to the provisions of Law No. 12.846/2013 (“Anti-Corruption Law”), as per the list below:

1.1.1. promise, offer or give, directly or indirectly, undue advantage to a public official, or a third party related thereto;

1.1.2. finance, fund, sponsor or otherwise subsidize the practice of unlawful acts provided for in the Anti-Corruption Law;

1.1.3. use an individual or legal entity as an intermediary to hide or conceal their real interests or the identity of the beneficiaries of the acts performed;

1.1.4. hinder investigation or inspection activities of public agencies, entities or officials, or intervene in their operation, including within the scope of regulatory agencies and inspection bodies of the national financial system;

1.1.5. regarding bids and contracts:

disrupt or defraud, by means of adjustment, combination or any other device, the competitive nature of a public bidding procedure;
prevent, disturb or defraud the performance of any act of a public bidding procedure;
remove or seek to remove a bidder, through fraud or by offering an advantage of any kind;
defraud public bidding or the resulting contract;
fraudulently or irregularly create a legal entity to participate in public bidding process or enter into an administrative agreement;
fraudulently obtain undue advantage or benefit from modifications or extensions of agreements entered into with the public administration, without authorization by law, in the summoning act of the public bidding process or in the respective contractual instruments; or
manipulate or defraud the economic and financial balance of agreements entered into with the public administration.

2. Interactions with Public Officials

2.1. Interactions with Public Officials conducted by Officers, Employees, or persons acting as the Company’s representatives, must take place in accordance with the guidelines established in the internal Regulations for Interactions with the Public Administration and Public Officials.

2.2. Officers, Employees, as well as persons acting as representatives of the Company, may not, under any pretext:

2.2.1. hinder inspections, investigations or other demands of Public Officials;

2.2.2. destroy any document or evidence that may be useful or necessary for investigations,

2.2.3. provide false or incorrect information to Public Officials and the Public Administration, including as a result of inspections.

3. Participation in Bidding and Administrative Contract Execution

3.1. The Company’s participation in bidding processes and the execution of administrative contracts must occur according to the guidelines established in the Bidding Standard.

3.2. Information about participation in bidding processes and contracts with the Public Administration must be made available annually on the Company’s website.

4. Private Corruption

4.1. Although private corruption has no legal provision in the Brazilian legal system, the Company does not adopt, encourage and/or allow the practice of any conduct that constitutes the following acts: offering, promising, delivering or paying, directly or indirectly, an undue advantage to a partner, director, administrator, employee or representative of a legal entity governed by private law.

4.2. Likewise, Officers, Employees, including contractors, interns and young apprentices, must not accept undue advantages.

5. Contributions, Donations and Sponsorships to Candidates for Public Office or to Political Parties.

5.1. The Company does not make contributions, directly or indirectly, whether through donation or the loaning of assets, use or assignment of physical or advertising space, sponsorship of events, assignment of labor and/or any other resource, distribution of pamphlets, sending electronic messages, displaying posters, or in any other way, to political campaigns, political parties, candidates for public office or any other type of organization engaged in political activity.

5.2. Although donations by individuals are not prohibited by law, the Company recommends that all those holding statutory positions refrain from making personal donations to election campaigns, including those who are in their circle of economic dependence.

6. Donations of Assets and Sponsorship of Social, Cultural and Sports Projects

6.1. The donation of property, plant and equipment and intangible assets to social organizations, philanthropic entities, associations or non-profit institutions is allowed and is only made following the proper evaluations and approvals, according to guidelines established in the Company’s internal Donation Standards.

6.2. The Company only sponsors social, cultural and sports projects after evaluations and approvals by the competent governance areas and bodies, according to guidelines established in its internal standard on Management of Investments in Social, Cultural and Sports Projects.

7. Candidates for Public Office

7.1. Employees who run for political office must take leave from their activities at the Company, without pay, during the period between the registration of their candidacy before the Electoral Court and the day after the election. If elected, the Employee must resign from the Company.

8. Acceptance and Offering of Courtesies

8.1. The Company is against the direct and indirect acceptance and offer of favors such as promotional gifts, presents and invitations to events, which may affect decisions, facilitate business or benefit third parties.

8.2. Among other restrictions, the acceptance or offer of favors involving the Public Administration or Public Agents is prohibited.

8.3. The acceptance and offer of favors must follow the rules established in the Code of Ethics, this Policy, the Purchasing Policy, and the Company’s internal standards on the Acceptance and Offering of Favors, as well as be in line with the Cielo Compliance Program.

9. Corporate Restructuring

9.1. During any merger and acquisition process in which the Company participates, due diligence must be conducted on the target company in order to ensure, among other aspects, compliance with the requirements of the Anti-Corruption Law. The purchase and sale agreement or other document that has the same purpose as this agreement must contain specific anti-corruption clauses and, in the case of mergers and acquisitions, it must be expressly stated that the transferee is responsible for the acts and facts that occurred prior to the date of the merger or acquisition, except in the case of duly proven simulation or evident intent of fraud.

9.2. Any violation identified in the merger and acquisition process must be reported to the Ethics Channel, as well as to the Vice-Presidency of Risks, Compliance, Prevention and Security for risk analysis and assessment.

10. Corruption Risk Management

10.1. The Company periodically conducts corporate risk assessment, which includes corruption risk assessment.

10.2. The Company has an internal methodology that provides subsidies to (a) identify, (b) measure and assess, (c) monitor, (d) mitigate and (e) report exposure to the risk of corruption for communication, appraisal and deliberation by the Company’s competent corporate governance bodies, according to the respective area of operation, as well as the regulatory bodies.

10.3. The response to identified risks are addressed by the registry of events, such as risk occurrences and respective plans of action, with deadline and implementation parties, that aim to mitigate and/or reduce risk incidents.

11. Payments

11.1. All payments made by the Company must be in accordance with the services rendered or materials purchased and made to the beneficiary specified in the agreement, legal document, or purchase order that serves as the basis for the payment.

11.2. The Company has rules that require verification of contract compliance before payment can be made. The requester must ensure that the service or material stated in the fiscal document is valid and that its delivery or execution was conducted in accordance with the guidelines set forth in the internal standard on Accounts Payable.

12. Anti-Corruption Clause

12.1. Agreements with vendors and partners must include an anti-corruption clause. Exceptions to the standard content must be forwarded to the Compliance and Money Laundering Prevention Department for analysis.

13. Mechanisms and Processes for Preventing and Combating Corruption

13.1. Cielo actively acts in the prevention and fight against corruption, leading initiatives in that direction:

13.1.1 It is a signatory to the Brazilian Business Pact for Integrity and Against Corruption, a voluntary commitment made by private and public companies for the purpose of uniting them in promoting a more honest and ethical market and reducing the different corruption practices;

13.1.2. It has signed the UN Global Compact and reaffirms its commitment every year. Cielo also presents its progress with the actions undertaken in the areas of Human Rights, Labor, Environment and Anti-Corruption Practices;

13.1.3. It is part of the Brazil Network of the Global Compact and is an active member of Working Groups, including the Anti-Corruption Working Group;

13.1.4. It acts in consonance with the international treaties and conventions to which Brazil is a signatory, on the subject of preventing and fighting corruption, applied to the Company’s line of business;

13.1.5. It adopts integrity criteria for selecting Officers;

13.1.6. It has established normative instruments related to the topic of integrity and fight against corruption, which establish guidelines, procedures, roles and responsibilities on the processes that support the Cielo Compliance Program;

13.1.7. Through automated systems, it monitors all client transactions, identifying cases with signs of financial crimes and illegal acts, such as corruption, money laundering and terrorist financing;

13.1.8. All of the Company’s agreements with its vendors and partners must include anti-corruption clauses;

13.1.9. It adopts procedures for the development of new products and services, as well as the use of new technologies, in order to assess the risk and prevent their use in practices associated to corruption, money laundering and terrorist financing;

13.1.10. It adopts due diligence procedures such as Know Your Customer, Know Your Supplier, Know Your Partner and Know Your Employee, in order to mitigate the risks of corruption, money laundering and terrorist financing, in accordance with the activity, jurisdiction and parties involved, including the collection, verification, validation and updating of registration information;

13.1.11. It adopts restrictive measures regarding the conduct of business and the maintenance of relationships with clients, vendors, partners and employees, when circumstances indicate evidence of involvement in crimes of corruption, money laundering and terrorist financing, or any other illegal acts, observing the limits of the current legislation;

13.1.12. It informs the competent authorities of operations or proposed operations which, in accordance with the current legislation, characterize evidence of money laundering, terrorist financing and corruption, among other illegal acts;

13.1.13. It adopts procedures for the identification and approval of the maintenance of the business relationship with clients, partners and service providers that may be considered Politically Exposed Persons (“PEP”) or related to them;

13.1.14. It pays special attention to the monitoring of operations or proposals for operations involving PEP, as well as family members, close employees and/or legal entities in which they participate;

13.1.15. During the election period, the Company adopts additional procedures seeking to identify evidence of suspicious activity and/or irregular donations to candidates;

13.1.16. It determines that the action plans for remediation and/or liability for deviations that have taken place are monitored and reported, allowing to work on the exposed weaknesses, promoting the continuous improvement of the Company’s processes.

14. Incentive to Reporting

14.1. The Ethics Channel is the channel made available by the Company for its Employees, vendors, service providers, partners, or other stakeholders to report or provide information on any deviations practiced by Employees, Officers, and other stakeholders from the guidelines of the Code of Ethics, the Company’s normative instruments, the legislation in force, including the Anti-Corruption Law, as well as acts of private corruption.

14.2. When reporting, the person can choose whether or not to identify him/herself. The communications made can be followed up on the Ethics Channel site itself, ensuring visibility to the progress of the entire process.

14.3. The Company encourages and supports, without limitation, the reporting of any act or omission that may constitute the violations listed in item 14.1, undertaking to investigate, punish and/or notify the competent authorities, as rigorously as possible, of any misconduct that may be reported to the Company.

14.4. If irregularities committed or damages caused to the Company are detected, it will act promptly to stop the irregularities, applying an adequate and timely solution. Furthermore, detected irregularities in the value chain will be corrected and necessary measures will be applied in order to correct and ensure that they do not reoccur.

14.5. Whenever possible and with the best diligence, the Company will seek to individualize and specify conduct that may be classified as a punishable crime in accordance with current legislation, notifying and collaborating with the competent authorities for full investigation and accountability of the individuals who commit them.

14.6. The complaint must be made, preferably, through the Ethics Channel, without excluding any means or channel available to the complainant in the event of an impossibility of accessing said channel.

14.7. All reports received and processed by the Ethics Channel, even when not anonymous, will be treated confidentially. The receipt of these reports is managed by an independent company to ensure confidentiality and record verification is managed by the Company’s Internal Audit, without prejudice to the notification of and collaboration with other competent authorities as required.

14.8. In the event that Officers and/or Employees are involved in investigations of acts of corruption, any applicable measures, such as removal, will be evaluated and decided upon by the Company’s governance bodies, as applicable.

15. Disclosure

15.1. This Policy and its updates will be made known to all stakeholders, without exception. This Policy is available on the intranet and on the Company’s investor relations website.

15.2. All vendors must accept the document entitled “Cielo’s Terms and Policies”, which includes acceptance of the rules established in the Code of Ethics and the Anti- Corruption Policy, among other documents.

16. Anti-Corruption Training

16.1. As part of the Cielo Compliance Program, all member of the Executive Board, Employees, trainees and young apprentices must undergo mandatory annual anti- corruption training.

IV. Consequence Management

Employees, vendors or other stakeholders who observe any deviations from the guidelines of this Policy may report the fact to the Ethics Channel through the channels below, with the option of anonymity:

canaldeetica.com.br/cielo
Toll-free number: 0800 775 0808

Internally, non-compliance with the guidelines of this Policy gives rise to the application of accountability measures to the agents that fail to comply with it, according to the respective severity of the non-compliance and as per internal regulations, and is applicable to all persons described in the item “Scope” of this Policy, including the leadership and members of the Executive Board.

V. Responsibilities

Officers and Employees:

Observe and ensure compliance with this Policy as well as the provisions of the Code of Ethics and, when necessary, consult the Vice Presidency of Risks, Compliance, Prevention and Security on situations involving conflict with this Policy, or upon the occurrence of situations described herein.

Report to the Ethics Channel any deviations from the guidelines of the Code of Ethics, the Company’s normative instruments, current legislation, including the Anti-Corruption Law, as well as acts of private corruption involving the Company’s Employees or Officers, if they become aware of them.

Third Parties, Vendors, Service Providers and Partners:

Observe and ensure compliance with this Policy as well as the provisions of the applicable Code of Ethics and, when necessary, use the available channels at the Company for consultation on situations involving conflict with this Policy, or upon the occurrence of situations described herein.

Report to the Ethics Channel any deviations from the guidelines of the Code of Ethics, the Company’s normative instruments, current legislation, including the Anti- Corruption Law, as well as acts of private corruption involving the Company’s Employees or Officers, if they become aware of them.

Vice Presidency of Risks, Compliance, Prevention and Security (Compliance and Money Laundering Prevention Department):

Monitor compliance with the guidelines established herein, review this Policy, keep it updated to ensure that its content reflects any changes in the Company’s direction and supports any doubts regarding the content and its application.

Act proactively in the dissemination of the culture of ethics, integrity and anti- corruption.

Prepare content and approve communications relating to the Cielo Compliance Program, including topics on ethical culture and anti-corruption.

Prepare the content of the anti-corruption training, update it annually, request and follow up on the annual disclosure campaign for the Marketing area, monitor the completion of the training, and prepare reports for the Executive Board on the completion rate of the training.

Monitor all client transactions, identifying cases with signs of financial crimes and illegal acts, such as corruption, money laundering and terrorist financing.

Monitor Employees, clients, vendors, service providers and business partners for evidence of involvement in crimes of corruption, money laundering and terrorist financing, or any other illicit acts, observing the limits of the legislation in effect.

Superintendency of Efficiency and Purchasing:

Perform the Know Your Supplier process at the time of prospecting, selection, hiring and monitoring with quality and suitability criteria, according to internal standards and procedures.

Notify the Vice-Presidency of Risk, Compliance, Prevention and Security of any evidence of corruption by vendors and service providers, when identified.

Keep the registration updated, approve the vendors, as established in the internal processes, and request formal acceptance acknowledgement from relevant vendors for the guidelines established in the Code of Ethics, Anti-Corruption Policy and other applicable Normative Instruments.

Vice-Presidency of Legal and Government Relations:

Advise the Company on the applicability, interpretation and updating of laws or regulations related to the topics of this Policy.

Prepare agreements with suppliers and partners contemplating anti-corruption clauses.

Superintendence of Strategy and Performance:

Ensure the completion of the due diligence process, within the context of merger and acquisition transactions, when the Company is the acquirer, which includes checks associated with compliance with the requirements of the Anti-Corruption Law.

Audit Superintendence:

Independently assess the rules and procedures established in this Policy, mitigating the risks as to management, controls, and internal processes.

Manage the cases received in the Ethics Channel and ensure that the reports are investigated in a timely, independent, impartial and confidential manner and, if applicable, ensure the appropriate disciplinary measures are applied.

Report to the Ethics Forum, the Audit Committee and the Board of Directors the volume of cases registered in the Ethics Channel, their nature, and the verified cases where disciplinary measures needed to be applied.

Ethics Forum:

Ensure that the precepts of the Code of Ethics and the normative instruments are observed by the Company and that there is dissemination and training of the employees on their contents, and guarantee the application of the Consequences Standard.

Analyze and deliberate, as the final instance body, on situations that are identified as deviations from the precepts contained in the Code of Ethics and in the Company’s normative instruments and, if applicable, the respective disciplinary sanctions to be applied to the cases analyzed;

Analyze and issue a recommendation to the Board of Directors when deviations involve Company Employees directly subordinate to the Board of Directors or, at the Forum’s discretion, people considered key or strategic, are identified, for deliberation on the disciplinary sanctions to be applied to the case.

Track, on a quarterly basis, the volume, reports received, and the progress of the Ethics Channel investigations.

Audit Committee:

Monitor compliance with the Code of Ethics, the volume of reports received through the Ethics Channel, the outcome of investigations, and the management of the consequences applied to founded complaints.

Risk Committee:

Supervise the Cielo Compliance Program through the receipt and assessment of periodic activity monitoring reports.

Board of Directors:

Analyze and deliberate, as the final instance body, on situations that are identified as deviations from the precepts contained in the Code of Ethics and in the Company’s normative instruments, involving employees directly subordinate to the Board of Administration or people considered key or strategic and, if applicable, the respective disciplinary sanctions to be applied to the cases analyzed.

Analyze, alter and approve this Policy in accordance with the periodicity provided for in the Company’s internal rules, and whenever it deems necessary.

Ensure that the Executive Board disseminates the standards of integrity, ethical conduct and compliance culture as part of the Company’s culture, as directed by the Board of Directors.

Ensure that the Executive Board carries out the management, effectiveness and continuity of the application of this Policy, as well as its communication to all employees, vendors and service providers.

Supervise the Cielo Compliance Program through the receipt and assessment of periodic activity monitoring reports.

VI. Supplementary Documentation:

Code of Ethics;
Decree no. 11.129/2022 (Regulates Law No. 12.846/2013);
Decree no. 2.848/1940 (Penal Code);
Decree no. 7.592/2011;
Normative CGU Instruction no. 01/2015;
Normative CGU Instruction no. 02/2015;
Law no. 8.429/1992 (Administrative Improbability Law);
Law no. 8.666/1993 (Bidding General Law);
Law No. 12.846/2013 (Anti-Corruption Law);
Internal rules and procedures constantly improved, approved by the competent levels, and made available to all employees;
Compliance Policy;
Purchase Policy;
Sustainability Policy;
CGU ordinance no. 909/2015;
CGU ordinance no. 910/2015;
10th principle of the Global Pact.

VII. Concepts and Acronyms

Public administration: the set of agencies, services, and entities of the direct and indirect public administration (foundations, autarchies, public companies, and mixed- economy companies), and their respective officials. This concept, for the purposes of this Policy, encompasses the entire State structure, at all its levels (Federal, State and Municipal) and powers (Executive, Legislative and Judiciary) to provide public services, manage public assets and community interests, as well as their respective representatives.
Public Official: Every individual who represents the public power, being a public employee or not, paid or unpaid, exercising temporary or permanent service. It includes everyone who exercises, even if temporarily or without remuneration, by election, nomination, designation, contracting or any other form of investiture or relationship, a mandate, position, job, or public function. Those who work for a private company hired or contracted for the execution of activities that are typical of the Public Administration are considered Public Officials.
Harmful Acts: They are any acts or omissions that cause direct or indirect damage to the public interest and/or assets to the detriment of the interest of third parties and that go against the principles of Public Administration (e.g. impersonality, morality, efficiency, legality and publicity) and the international commitments assumed by Brazil.
Ethics Channel: This is the channel provided by the Company to its employees, vendors, service providers, partners or other stakeholders to provide, anonymously or in an identified manner, reports or information on any deviations practiced by Employees, Officers and other stakeholders, from the guidelines of the Code of Ethics, the Company’s normative instruments, current legislation, including the Anti-Corruption Law, as well as acts of private corruption.
Code of Ethics: Document that establishes the principles that should guide the relationships and activities related to the different stakeholders involved in the Company’s business, addressing the principles of integrity, transparency, compliance with the desired legislation and conduct. It also establishes the relationship with stakeholders, including public authorities, and provides for disciplinary sanctions in situations of violation of conduct.
Advisory Committees: Advisory bodies to the Board of Directors, of a technical nature, which are instruments of support and which increase the quality and efficiency of the performance of the Company’s Board of Directors. The Advisory Committees have no deliberative power and their recommendations are not binding on the Board of Directors.
Board of Directors: Collegiate decision-making body that aims to satisfy the duties of guiding and supervising the management of the Executive Board and deciding on major business issues, including making strategic, investment, and financing decisions, among other matters provided for in article 142 of the Brazilian Corporation Law and/or the Company’s Bylaws.
Corruption: Corruption is understood to mean all acts committed by national or foreign legal entities that violate national or foreign public patrimony, principles of public administration or international commitments assumed by Brazil, under the terms of art. 5 of Law 12.846/13 (Anti-Corruption Law). Thus, the act or effect of corrupting oneself, offering something to a Public or Private Official for the purpose of obtaining an undue advantage for oneself or for others results in an act of corruption. The action of corrupting can also be understood as the result of bribing, giving money or undue advantages to someone in exchange for special self-interest benefits. Corruption is an illegal means of achieving something.
Executive Board: The body responsible for managing the company’s business, executing the strategy and general guidelines approved by the Board of Directors. Through formalized processes and policies, the Executive Board enables and disseminates the organization’s purposes, principles, and values.
Advisory Forums: Advisory bodies to the Executive Board, of a technical nature, which are instruments of support and which increase the quality and efficiency of the performance of the Company’s Executive Board.
Bidding: Formal administrative procedure whereby the Public Administration, directly or indirectly, selects the most advantageous proposal for the contracting of services or acquisition of products.
Governance Bodies: Bodies that make up the Company’s Corporate Governance System, such as: Board of Directors, Advisory Committees, Executive Board, Advisory Forums, among others.
Cielo Compliance Program: Set of internal processes, controls and procedures related to integrity and compliance, which ensure that the Company: (i) maintains ethical and transparent conduct in all relations with its stakeholders, for the purpose of preventing, detecting, mitigating and reporting/denouncing deviations, fraud, irregularities and illicit acts, including acts of corruption and bribery against the private sector and against the Public Administration, domestic or foreign; (ii) is in compliance with the regulatory framework, the infralegal regulations, the recommendations of regulatory bodies, the operational regulations established by the Payment Arrangement Institutions (“Brands”), the Code of Ethics and the Company’s normative instruments.
Kickback: Synonymous with bribery. Additional bonus paid to someone for normal service provided; amount offered or paid to someone to induce them to commit unlawful acts; amount offered to someone in exchange for favors.
Risk of Corruption: Possibility that officers, employees or third parties representing the Company: promise, offer or give, directly or indirectly, an undue advantage to a (i) public official; (ii) partner, manager, officer, employee or representative of a private legal entity; or (iii) a third party related to them, for the purpose of obtaining an undue advantage for themselves, for others or for the Company; that finance, fund, sponsor or in any way subsidize the practice of the unlawful acts set forth in Law no. 12.846/2013; and that use an individual or legal entity to hide or disguise their real interests or the identity of the beneficiaries of the acts committed.
Affiliates: Companies in which the Company has significant influence, whereby, pursuant to article 243, paragraph 4 and paragraph 5 of the Corporation Law, (i) there is significant influence when the Company holds or exercises the power to participate in the financial or operating policy decisions of a company, without, however, controlling it; and (ii) significant influence will be presumed when the Company holds 20% (twenty percent) or more of the voting capital of the corresponding company, without, however, controlling it.
Subsidiaries: Companies in which the Company, directly or indirectly, holds partner or shareholder rights that assure it, on a permanent basis, preponderance in the corporate decisions and the power to elect the majority of the managers, under the terms of article 243, paragraph 2 of the Brazilian Corporation Law.
Stakeholders: All relevant target audiences with interests pertinent to the Company, as well as individuals or entities that assume some type of risk, direct or indirect, with respect to the company. Among others, the following are highlighted: shareholders, investors, employees, society, clients, vendors, creditors, governments, regulatory bodies, competitors, press, associations and class entities, users of electronic means of payment, and non-governmental organizations.
Bribery: Unlawful act consisting in the action of inducing someone to perform a particular act in exchange for money, material goods or other particular benefits. Bribe is considered to be any offer, payment or promise of undue advantage to (i) public agent; or (ii) partner, manager, administrator, employee or representative of a private legal entity; in exchange for favors done by them that benefits the corrupt individual in a particular way.
Undue Advantage: Comprises any kind of advantage promised, offered or provided to a (i) public official; (ii) partner, director, officer, employee or representative of a private legal entity; or (iii) third parties related to them, in exchange for or under the expectation of a benefit or favor, exclusive or not, for themselves, the Company or any related third party. Undue advantage is characterized by payments of money or the offering of material goods or business courtesies such as meals, gifts, travel, entertainment, lodging, offers of employment or other business courtesies, which characterize infringement when associated with an improper interest (for example, when the officialin question has the power to interfere in a procedure of interest to the company, such as obtaining a license or deciding on an administrative appeal).

VIII. General Provisions

The Company’s Board of Directors is responsible for altering this Policy whenever necessary.

This Policy takes effect on the date of its approval by the Board of Directors and revokes any documents to the contrary.