Board of Directors, Management, Committees and Forums

Board of Directors

The Board shall have at least seven (7) and at most twelve (12) members, elected by the Shareholders’ Meeting for a joint term of two (2) years, with re-election permitted. At least two (2) members of the Board of Directors or twenty percent (20%) of all members of the Board Members, whichever number is higher, must be Independent Board Members, as set forth in Novo Mercado’s Rules. The members elected through the option provided for in Article 141, Paragraphs 4 and 5 and Article 239 of the Brazilian Corporation Law will also be considered Independent Board Members.

The positions of Chairman of the Board of Directors and of Chief Executive Officer or main executive of the Company may not be accumulated by the same person.

The Charter of the Board of Directors provides on the structure, powers & duties, operating rules, responsibilities, as well as the measures to be adopted in situations of conflict of interest. The Charter in force was approved at a meeting of the Board of Directors held on March 2^nd, 2023.

The powers & duties of the Board of Directors are set forth in article 19 of the Company’s Bylaws and article 2.4 e of the Charter of the Board of Directors.

The participation rate in meetings from all members of the Board of Directors is currently 100%.

Charter of the Board of Directors

Cielo’s Board of Directors composition:

Members of the Board of Directors	Age And Date Of Bird	Position	Election Date	End of The Term Office	Time of the director On The Board Of Directors Since His First Election
Aldo Luiz Mendes	64 years old (October 13, 1958)	Director	April 30, 2024	up to the 2026 ASM	5 years
Independent member of the Board of Directors of Cielo S.A. (since February 1, 2018) and Coordinator of the Audit Committee and ad hoc member of Cielo S.A.’s Corporate Governance Committee. Member of Cielo S.A.’s Innovation Forum. Solid work experience in the financial market as well as risk and audit. PhD in Economics from the University of São Paulo in 1996. Bachelor’s and Master’s degree in Economics from the University of Brasília (UnB). PhD in Economics from the University of São Paulo (USP). Mendes worked at Banco do Brasil S.A., for over 29 years performing the following main functions: International Finance Manager, Superintendent of Market Risk Management, Director of Finance, Director of Capital Markets, Vice President of Finance, Capital Markets and Investor Relations (2005-2009). President of Cia de Seguros Aliança do Brasil (June to December 2009). Director of Monetary Policy of the Central Bank of Brazil (December 2009 to July 2016). Executive Director of Banco Original S.A. (January to December 2017). Mendes also served as a member of the Board of Directors of B3 – Brasil, Bolsa, Balcão (January 2003 to December 2006), member of Previ’s Advisory Board – Banco do Brasil Employee Pension Fund (March 2003 to June 2008 – serving as chairman from August 2004); member of the Board of Directors of CSN – Companhia Siderúrgica Nacional (March 1999 to March 2000), RGE – Rio Grande Energia (March 2002 to March 2004), TNL – Telemar Norte Leste – current Oi (March 2004 to July 2005), Neoenergia S.A. (August 2005 to March 2006), Visanet – current Cielo (April 2006 to September 2009), CIP – Central Interbancária de Pagamentos [Interbank Payments Clearing House] (March 2007 to March 2009) and BB Tecnologia e Serviços (May 2008 to April 2009). He also served as Coordinator of the Finance Committee, member of the Sustainability Committee and Coordinator of the Risk Committee of Cielo S.A. (February 2018 to May 2022) and member of the Fiscal Council of Ambev S.A. He currently serves as a member of the Risk and Capital Committee of Banco Votorantim S.A.
Carla Nesi	51 years old (August 19th, 1971)	Director	April 30, 2024	up to the 2026 ASM	1 year
Member of the Board of Directors of Cielo S.A. – Instituição de Pagamento (since May 31, 2023). Solid professional experience in the financial sector. Carla Nesi holds a degree in Economics from Fundação Armando Álvares Penteado (FAAP) and an MBA in Marketing from Pontifícia Universidade Católica (PUC) in Rio de Janeiro. At Banco do Brasil, she was responsible for the retail customer strategy and served as manager of physical and digital channels. Mrs. Nesi occupied the role of Director of Individual Clients and currently holds the position of VicePresident of Retail Business.
Cassiano Ricardo Scarpelli	55 years old (July 28, 1968)	Director	April 30, 2024	up to the 2026 ASM	1 year
Company name: Cielo S.A. – Payment Institution. Sector of activity: Means of payment; Position: Member of the Board of Directors. Whether the company is part of (i) the Company’s economic group or (ii) is controlled by a shareholder of the Company who holds, directly or indirectly, 5% or more of the same class or type of security of the Company: The company is the issuer. Company name: Banco Bradesco S.A. Sector of activity: Financial Institution. Position: Executive Vice-President (since March 12, 2018). Whether the company is part of (i) the Company’s economic group or (ii) is controlled by a shareholder of the Company who holds, directly or indirectly, 5% or more of the same class or type of security of the Company: No. Company name: Fundação Bradesco. Sector of activity: Third sector. Position: Member of the Board of Directors (since March 12, 2007) and Managing Director (since April 25, 2018). Whether the company is part of (i) the Company’s economic group or (ii) is controlled by a shareholder of the Company who holds, directly or indirectly, an interest equal to or greater than 5% of the same class or type of security of the Company: Yes, the company falls under item (ii) as it is directly controlled by Banco Bradesco S.A., which holds an indirect interest greater than 5% of the shares issued by the Company. Company name: BEM – Distribuidora de Títulos e Valores Mobiliários Ltda. Sector of activity: Securities distributors. Position: Vice-President Director (from April 30, 2019 to April 28, 2023). Whether the company is part of (i) the Company’s economic group or (ii) is controlled by a shareholder of the Company who holds, directly or indirectly, an interest equal to or greater than 5% of the same class or type of security of the Company: Yes, the company falls under item (ii) as it is directly controlled by Banco Bradesco S.A., which holds an indirect interest greater than 5% of the shares issued by the Company. Company name: BBD Participações S.A. Sector of activity: Holding. Position: Member of the Board of Directors (since April 30, 2018). Whether the company is (i) part of the Company’s economic group or (ii) controlled by a shareholder of the Company who holds, directly or indirectly, 5% or more of the same class or type of security of the Company: No. Company name: Bradesco Leasing S.A. – Leasing. Industry: Leasing. Position: Vice-President Director (since April 30, 2018). Whether the company is part of (i) the Company’s economic group or (ii) is controlled by a shareholder of the Company who holds, directly or indirectly, an interest equal to or greater than 5% of the same class or type of security of the Company: Yes, the company falls under item (ii) as it is directly controlled by Banco Bradesco S.A., which holds an indirect interest greater than 5% of the shares issued by the Company. ii. Indication of all management positions held in other companies or third sector organizations: Executive Vice-President Director of Banco Bradesco S.A.; Managing Director of Fundação Bradesco; Member of the Board of Directors of BBD Participações S.A.; Director of Nova Cidade de Deus Participações S.A.; Vice-President Director of Bradesco Leasing S.A. – Vice-President of NCF Participações S.A.; Vice-President of Banco Bradescard S.A.; General Director of Banco Bradesco BERJ S.A.; Managing Director of Ágora Investimentos S.A.; Managing Director of Bitz Instituição de Pagamento S.A.
Fernando José Costa Teles	55 years old (March 07, 1967)	Director	April 30, 2024	up to the 2026 ASM	1 year
Independent member of the Board of Directors of Cielo S.A. (since April 27, 2022) and Coordinator of the Finance Committee, member of the Sustainability Committee, and ad hoc member of the Corporate Governance Committee of Cielo S.A. Solid professional experience in the financial market, especially in cards, issuers, acquirers and networks, and insurance. Teles holds a degree in Production Engineering from the Federal University of Rio de Janeiro (UFRJ), an executive MBA in Finance from IBMEC, and has concluded the Senior Management Program in Banking from the Swiss Finance Institute. With 30 years of experience in different industries, Teles has served as the Vice President of Redecard S.A. (June 1996 to November 1999); at Banco Itaú Unibanco (July 2004 to January 2015) as: President of Financeira Itaú CBD (July 2004 to June 2008); Director of Cards – Debit and Credit (June 2008 to June 2013); President of Itaú Seguros e Itaú Capitalização (June 2013 to January 2015); Director of Retail of Banco Original (January 2015 to June 2016) and Country Manager of Visa in Brazil (August 2016 to June 2021). Teles served as a member of the Board of Directors of Instituto de Resseguros do Brasil, Redecard S.A., Luizacred and Financeira Itaú CBD. Currently, he is CEO and CRO of DrumWave.
Francisco Augusto da Costa e Silva	74 years old (September 6, 1948)	Director	April 30, 2024	up to the 2026 ASM	15 years
Independent Member of the Board of Directors of Cielo S.A. (since September 22, 2008) and Coordinator of the Corporate Governance and People and Remuneration Committees of Cielo S.A. Solid professional experience in corporate law, compliance, corporate governance and capital markets. Costa e Silva holds a Law degree from the State University of Rio de Janeiro – UERJ (1972) and an Executive MBA from COPPEAD, Federal University of Rio de Janeiro – UFRJ (1987). He built his professional career at the National Bank for Economic and Social Development (BNDES), where he joined their legal team in 1974 by public tender. During his legal career in the BNDES System, Costa e Silva held several positions, such as Legal Superintendent of BNDESPAR. He also served as an Officer in the BNDES System, having held the position of Superintendent of the Office of Finance and International Affairs, Capital Market, and Administrative Department. Costa e Silva was also Director of BNDESPAR and BNDES. During this period, he was a member of the Boards of Directors of the Foundation for Assistance and Social Security of BNDES – FAPES and of the Stock Exchange of Rio de Janeiro. After having served eighteen months as Director of the Brazilian Securities and Exchange Commission (CVM), Costa e Silva was appointed President of the aforementioned Self-Regulatory Entity in August 1995, a position he held until the end of January 2000. During this period, Costa e Silva joined the Currency and Credit Commission (COMOC), an advisory body of the National Monetary Council and the Board of Supplementary Pension Management. He chaired the Council of Securities Regulators of the Americas (COSRA) and was a member of the Executive Committee of the International Organization of Securities Commissions (IOSCO), organizations that bring together, at regional and international levels, respectively, the securities commissions from around the world. Costa e Silva has participated in the Boards of Directors of several companies, including Banco do Brasil S.A. (from 2001 to 2009), Vale S.A (from 2007 to 2010) and Usiminas S.A. In the academic field, Silva was professor of Commercial Law at UERJ Law School, Cândido Mendes Law School, and the Institute of Public Law and Political Science of the Getúlio Vargas Foundation. Additionally, he acted as a speaker and lecturer in several other entities. Currently, in addition to practicing law and being a partner at Bocater, Camargo e Costa e Silva Advogados, he participates in the Development Council of the Pontifical Catholic University of Rio de Janeiro – PUC-Rio, as well as the Advisory Council of COPPEAD. He is also a member of the Advisory Board of COPPEAD – UFRJ (Coppead Institute of Administration) and the Development Council of the Pontifical Catholic University of Rio de Janeiro – PUC-Rio.
José Ramos Rocha Neto	54 years old (December 8th, 1968)	Director	April 30, 2024	up to the 2026 ASM	1 year
Member of the Board of Directors of Cielo S.A. – Instituição de Pagamento (since May 31, 2023). Solid professional experience in the financial sector. Rocha Neto has a degree in Economics from UFPE – Universidade Federal de Pernambuco and a post-graduate degree in Business Administration from CEAG – Fundação Getúlio Vargas – FGV – EAESP. He participated in International Executive Programs at Wharton Business School, Harvard Business School, IESE Business School, and Center for Creative Leadership. Furthermore, he has completed the Executive Development Program at Dom Cabral Foundation, Stanford University School of Business, and Amana Key. During his tenure at Bradesco S.A., Rocha Neto has held various executive positions, having been elected as an Executive Officer in 2018 and has been serving as the Vice-President of the institution since 2022.
José Ricardo Sasseron	67 years old (March 17, 1956)	Director	April 30, 2024	up to the 2026 ASM	2 years
Member of the Board of Directors of Cielo S.A. (since June 28, 2023). Mr. José Ricardo Sasseron has a degree in History from the University of São Paulo (USP). He served as Director at Previ (Pension Fund of Banco do Brasil Employees), in addition to have held the position of Deliberative Counselor of the Entity. Mr. Sasseron also served as Administration Counselor of Vale and of Fras-le. He was a member of the National Council of Supplementary Pension (CNPC) and President of the National Association of Pension Fund Participants and Beneficiaries of Self-Management Health Plans (AVAPAR). Currently, Mr. José Ricardo Sasseron is the Chief Government Affairs and Corporate Sustainability Officer at Banco do Brasil.
Luiz Gustavo Braz Lage	56 years old (11/10/1966)	Member	April 30, 2024	up to the 2026 ASM	1 year
Member of the Board of Directors of Cielo S.A. (since October 25, 2023). Holds a degree in Accounting and Business Administration from PUC-MG and an Executive MBA in Finance from IBMEC and an MBA in International Business from FIPECAFI/USP. He has Executive Education – AMP-Advanced Management Program by IESE – Business School. From 2021 to 2023, he held the position of Director of Cooperforte. From 2009 to 2017, he was Commercial Director at Brasilveículos Cia de Seguros and, at Grupo Segurador Banco do Brasil and Mapfre, was Director and General Director of Risks, Actuarial, Internal Controls, Governance and Legal. Prior to that, from 2004 to 2009, he held the position of Credit Officer at BB. In addition, he is currently the Vice President of Agribusiness and Family Farming at Banco co Brasil.
Marcelo de Araújo Noronha	57 years old (August 10, 1965)	Director	April 30, 2024	up to the 2026 ASM	12 years
Member of the Board of Directors of Cielo S.A. (since May 3, 2011). Member of Cielo S.A.’s Innovation Forum. Solid professional experience in the financial market, especially in cards, means of payment and payment processing. Noronha holds a degree in Business Administration from the Federal University of Pernambuco (UFPE). Specialization in Finance by the Brazilian Institute of Capital Markets (IBMEC) and the Advanced Management Program (AMP) from IESE – Business School – University of Navarra in Barcelona. Noronha began his career at Banco Banorte and, from July 1996, he served as Commercial Director at Banco Alvorada S.A., former Banco Bilbao Vizcaya Argentaria Brasil S.A., where he became Vice President, responsible for products, trade finance, middle market, and retail. In February 2004, he was elected Departmental Director of Banco Bradesco S.A.; in December 2010, he was elected Assistant Executive Director and, in January 2012, he was elected Executive Director. Noronha is currently the Executive Vice-President of Banco Bradesco S.A.; Additionally, he currently holds the position of Director of the following Bradesco group companies, namely (a) VP Director of Banco Bradescard S.A.; (b) VP Director of BEM – Distribuidora de Títulos e Valores Mobiliários Ltda; (c) General Director of Banco Bradesco BBI S.A.; (d) VP Director of Banco Bradesco BERJ S.A.A.; (e) Managing Director of Banco Bradesco Financiamentos S.A.; (f) Executive VP Director of Banco Bradesco S.A; (g) VP Director of Bradesco Administradora de Consórcios Ltda.; (h) VP Director of Bradesco Leasing S.A.; (i) VP Director of Banco Losango S.A. – Banco Múltiplo; (j) VP Director of Kirton Bank S.A. – Banco Múltiplo; (l) Director of Nova Cidade de Deus Participações S.A.; and (m) Managing Director of Fundação Bradesco. He also acts as a member of the Board of Directors of the following companies: (a) member and Vice-Chairman of the Board of Directors of Alelo S.A.; (b) member and Chairman of the Board of Directors of Banco Bradesco Europa S.A.; (c) member of the Board of Directors of BBD Participações S.A.; (d) Member and Vice-Chairman of the Board of Directors of Banco Digio S.A.; (e) member and Chairman of the Board of Directors of Bradesco Securities Hong Kong Limited.; (f) member and Chairman of the Board of Directors of Bradesco Securities UK Limited; (g) member of the Board of Directors of Cidade de Deus – Companhia Comercial de Participações; (h) member of the Board of Directors of Elo Participações Ltda.; and (i) member of the Governing Board of Fundação Bradesco. Noronha also held the position of CEO of the Brazilian Association of Credit Card and Services Companies – ABECS (2013-2017).
Marisa Reghini Ferreira Mattos	43 years old (August 4th, 1979	Director	April 30, 2024	up to the 2026 ASM	1 year
Member of the Board of Directors of Cielo S.A. – Instituição de Pagamento (since May 31, 2023). Solid professional experience in the financial sector. Ferreira Mattos holds a degree in Information Systems from Universidade Estadual Paulista (UNESP), an MBA in Software Engineering and IT Governance, and a post-graduate degree in Business Management. Additionally, she has participated in Executive Programs from Insper and has undergone training for Board Members and Corporate Governance from IBGC. Ferreira Mattos is an employee at Banco do Brasil, where she has built a successful career in technology. Currently, she serves as the Vice-President of Technology.
Regina Helena Jorge Nunes	57 years old (October 04, 1965)	Director	April 30, 2024	up to the 2026 ASM	1 year
Independent member of the Board of Directors of Cielo S.A. (since April 27, 2022) and Coordinator of the Risk Committee, Coordinator of the Sustainability Committee, and ad hoc member of the Corporate Governance Committee of Cielo S.A. Solid experience in the financial and international market. Nunes holds a degree in Business Administration from Mackenzie Presbyterian University, with certifications in Corporate Finance and Trade Finance by New York University, and Leadership by Columbia University and Insead Business. School. With 20 years of experience in various industries, Nunes served as president of the operation in Brazil and Argentina of the company S&P Global Ratings, she was leader of the Southern Cone and Co-Leader of Latin America, member of the Strategy Group for Developing Markets, and member of the Board of Directors of BRC Ratings, Colombia. Nunes also worked at Citibank S.A., Chase Manhattan and Commercial Bank of New York (NY) in the areas of Credit Analysis, Risk, Corporate Finance, Project Finance, Trade Finance and Capital Markets. Additionally, she was an Independent member of the Board of Directors and the Financial and Compensation Committees of Neoenergia Distribuição Brasília S.A., independent member of the Board of Directors and of the Audit Committee of Companhia Distribuidora de Gás do Rio de Janeiro – CE (“CEG/Naturgy”), independent member of the Board of Directors and leader of the Risk and Solvency Committee of IRB Brasil Resseguros S.A. (“IRB-Brasil RE”), member of the Board of Directors of the American Chamber of Commerce for Brazil São Paulo (“AMCHAM”) and member of the Risk Committee of Banco do Brasil S.A. Nunes is currently the CEO and founder of RNA Capital and independent member of the Board of Directors and of the Audit and Risk Committee of Iberdrola S.A
Vinicius Urias Favarão	48 years old (November 20, 1974)	Director	April 30, 2024	up to the 2026 ASM	5 years
Member of the Board of Directors of Cielo S.A. (since August 30, 2017) and member of the Personnel and Compensation Committee of Cielo S.A. Solid professional experience in the financial market, especially in cards, means of payment and payment processing. Favarão holds a degree in Business Administration, with an MBA in Capital Markets from IBMEC/SP, MBA in Business Management from INSPER, MBA in Retail Business: Strategy and Management by the Administration Institute Foundation (FIA) and the Advanced Management Program (AMP) by ISE Business School. He began his career in banking in 1992 at Banco Excel S/A, where he worked until September 1995. From September 1995 to November 2003, Favarão worked at Pontual S/A. and Zogbi S/A. In those institutions, he worked in the area responsible for the commercial relationship with medium and large companies, more specifically in the management of credit operations and funding. Between 2002 and 2003, Favarão worked in the finance department at Banco Zogbi S/A. as Assistant Commercial Director, responsible for structuring partnerships with Retailers for the origination of direct consumer credit operations. In November 2003, Banco Zogbi S/A. was acquired by Banco Bradesco S/A and, from this date, he worked at Finasa Promotora de Vendas as an Executive Superintendent, responsible for direct consumer credit operations with large retailers. In July 2006, due to the acquisition of the Brazilian operation of American Express by Banco Bradesco S.A., he became responsible for the chain of American Express merchants in Brazil. In August 2010, Favarão added to this function the responsibility for the management of product portfolios for individuals and legal entities of the American Express brand, at which time he was appointed Director in the conglomerate of Cards of Banco Bradesco S.A. He was also responsible for the product portfolio of Visa, MasterCard and Elo cards. In July 2013, Favarão was appointed Director at Banco Bradesco Financiamentos S.A., an operation responsible for the commercialization of payroll loans to retirees, pensioners and civil servants, remaining in this position until February 2017, when he was appointed Director at Banco Bradesco Cartões. In 2019, he was elected Departmental Director of Banco Bradesco S.A. Favarão is currently the Departmental Director of Banco Bradesco Financiamentos S.A. He also holds the position of Director of the following Bradesco group companies, namely (a) Director of Banco Bradescard S.A.; (b) CEO of Elo Participações Ltda. Additionally, he is a member of the Board of Directors of the following companies: (a) member of the Board of Directors of Alelo S.A.; (b) member of the Board of Directors of Banco Digio S.A.; (c) member of the Board of Directors of Crediare S.A. Credit, Financing and Investment; (d) member of the Board of Directors of Elo Participações Ltda.; (e) member and Vice-Chairman of the Board of Directors of Elo Serviços S.A.; and (f) member of the Board of Directors of Livelo S.A. Favarão is Chairman of the Executive Committee of Vehicle Financing, full member of the Executive Committee of Payroll Credit, and full member of the Management Committee for Portability of Credit Operations of FEBRABAN – Brazilian Federation of Banks.

*The board member elected herein only shall be vested in office after his election is approved by the Brazilian Central Bank.

Independence criteria for the members of the Board of Directors, according to the criteria of RobecoSam, which are used by the Dow Jones Sustainability Index (DJSI) of the New York stock Market:

This item presents the classification of the members of our Board of Directors
in relation to the independence criteria. The matrix below indicates the
parameters used for each Cielo Board member to be considered independent in
accordance with the definitions and criteria adopted by the Dow Jones
Sustainability Index (DJSI) of the New York Stock Exchange and the Novo Mercado
Regulation of B3 – Brazil, Bolsa, Balcão SA.

Article 15, §1 of Cielo’s Bylaws provides that at least 2 (two) or 20% (twenty
percent), whichever is greater, of the members of its Board of Directors must be
Independent Directors, as defined in the Regulation of the Novo Mercado.

DJSI
Name of the Board of Directors Member	Aldo Luiz Mendes	Carlos Motta dos Santos	Eurico Ramos Fabri	Ênio Mathias Ferreira	Fernando José Costa Teles	Francisco da Costa e Silva	Francisco José Pereira Terra	José Ricardo Fagonde Forni	Marcelo de Araújo Noronha	Marco Aurélio Picini de Mour	Regina Helena Jorge Nunes	Vinícius Urias Favarão
Name of the Board of Directors Member	Aldo Luiz Mendes	Carlos Motta dos Santos	Chairman	Ênio Mathias Ferreira	Fernando José Costa Teles	Francisco da Costa e Silva	Francisco José Pereira Terra	Vice Chairman	Marcelo de Araújo Noronha	Marco Aurélio Picini de Mour	Regina Helena Jorge Nunes	Vinícius Urias Favarão
Independent according to the DJSI	X	X				X	X		X			X
The member must not have been employed by the company in an executive role in the last five years.	X	X				X	X		X			X
The member shall not accept or have a “family member who accepts payments from the company or any parent company or subsidiary of the company in excess of US$60,000 during the current business year or in the last three business years”, except those permitted by the SEC Rule 4200.	X	X				X	X		X			X
The member must not be a member of the family of an individual who is or has been employed as an executive director during the last three years by the company or by any parent or subsidiary of the company.	X	X				X	X		X			X
The member should not be (and should not be affiliated with a company that is) a consultant of the company or any member of the senior management of the company.	X	X				X	X					X
The member should not be affiliated with a significant customer or supplier of the company.	X					X
The member must have no personal service contract with the company or a member of the senior management of the company.	X	X				X	X		X			X
The member must not be affiliated with a non-profit organization that receives significant contributions from the company.	X	X				X	X					X
The member must not have been a partner or employee of the company’s external auditor during the past three years.	X	X				X	X					X
The member must not have any other conflict of interest whereby the board itself determines that he/ she cannot be considered independent.	X					X

B3’s NOVO MERCADO LISTING REGULATION
Name of the Board of Directors Member	Aldo Luiz Mendes	Carlos Motta dos Santos	Eurico Ramos Fabri	Ênio Mathias Ferreira	Fernando José Costa Teles	Francisco da Costa e Silva	Francisco José Pereira Terra	José Ricardo Fagonde Forni	Marcelo de Araújo Noronha	Marco Aurélio Picini de Mour	Regina Helena Jorge Nunes	Vinícius Urias Favarão
Name of the Board of Directors Member	Aldo Luiz Mendes	Carlos Motta dos Santos	Chairman	Ênio Mathias Ferreira	Fernando José Costa Teles	Francisco da Costa e Silva	Francisco José Pereira Terra	Vice Chairman	Marcelo de Araújo Noronha	Marco Aurélio Picini de Mour	Regina Helena Jorge Nunes	Vinícius Urias Favarão
Independent according to the Novo Mercado	X					X
The member is not a direct or indirect controlling shareholder of the company.	X	X				X	X		X			X
The exercise of the member’s voting rights at meetings of the board of directors is not bound by a shareholders’ agreement that has matters related to the company as its object.	X					X
Is not a spouse, partner or relative, in direct or collateral line, up to second degree of the controlling shareholder, a company director or a director of the controlling shareholder.	X	X				X	X		X			X
The member has not, in the last 3 (three) years, been an employee or director of the company or its controlling shareholder.	X					X

Skill matrix of the current Directors in charge of Cielo’s Board

Board of Directors attendance at the meetings:

Average length of permanence of members on the Board of Directors

Fiscal Council

The Company’s Bylaws establishes the possibility of installing a Fiscal Council, an independent body that supervises the Board of Directors and Board of Executive Officers, operating on a non-permanent basis.

Currently, the Company has a Fiscal Council which was installed on the Annual and Extraordinary Shareholders’ Meeting held on March 6, 2023.

Pursuant to Article 25 of the Company’s Bylaws, the Fiscal Council, when installed, will have at least three (3) and at most five (5) sitting and alternate members, in equal numbers. The members will be elected at the Shareholders’ Meeting, and the respective terms of office will end at the Annual Shareholders’ Meeting held after their election.

The Fiscal Council’s Charter regulates the Fiscal Council’s structure, operation, powers, duties, and responsibilities, as well as its relationship with the Company’s other corporate bodies, subject to the provisions of Chapter V of the Company´s bylaws, the applicable law, and good corporate governance practices. The Charter’s current wording was approved at a meeting of the Fiscal Council held on May 21, 2020.

The Fiscal Council’s responsibilities are provided in Article 2.7 of the Fiscal Council’s Charter,as follow: (a) overseeing (by any of its members) the management’s work and verifying the compliance with its legal and statutory duties; (b) issuing an expert opinion on the Management’s annual report, including additional information deemed necessary or useful for resolution at the Shareholders’ Meeting; (c) issuing an expert opinion on the management’s proposals to be submitted to the Shareholders’ Meeting, regarding changes to the share capital, issuance of debentures or subscription bonuses, investment plans or capital budgets, distribution of dividends or interest on shareholders’ equity, transformation, incorporation, merger or spin-off; (d) denouncing (by any of its members) to the Management bodies and, if they do not take the necessary measures to protect the Company’s interests, denouncing to the Shareholders’ Meeting, errors, frauds or crimes found and suggest useful measures to the Company; (e) call the Annual Shareholders’ Meeting, if the Management delay this call for more than one (1) month, and the Extraordinary Shareholders’ Meeting, due to serious or urgent reasons, including in the Shareholders Meetings’ agenda the matters deemed necessary; (f) evaluating, every quarter, the balance sheet and other financial statements prepared by the Company, along, as applicable, with the Management’s report and the report from the independent auditors, even requesting their presence at the Fiscal Council’s meetings to provide any clarifications related to the documents to be considered; (g) assessing the Company’s half-year and annual financial statements and issuing an expert opinion on them, along , as applicable, with the report from the independent auditors, even requesting their presence at the Fiscal Council’s meetings to provide any clarifications related to the documents to be considered; (h) performing the duties described in items (a) to (g) above during the Company’s liquidation, given the special provisions regulating the mentioned ; (i) assessing the technical feasibility study to realize deferred tax assets; (j) meeting with the Audit Committee to assess mutual responsibilities and identify relevant operating areas; (k) resolving on the annual calendar of ordinary meetings of the Fiscal Council.

The current structure of the Fiscal Council is as follows:

Members of Fiscal Council	Age/Birth date	Title	Date of election	Date of term of office
Analaura Neves de Morais Gontijo	42 (February 14, 1982)	Sitting Member	April 30, 2024	up to the 2025 ASM
Barbara Favero dos Santos Bosi	46 (December 09, 1977)	Alternate Member	April 30, 2024	up to the 2025 ASM
Cristiane do Amaral Mendonça	43 (July 10, 1980)	Sitting Member	April 30, 2024	up to the 2025 ASM
Cristiano Leonel Correa	45 (December 29, 1978)	Alternate Member	April 30, 2024	up to the 2025 ASM
Eduardo Ramos da Silva	38 (January 02, 1986)	Alternate Member	April 30, 2024	up to the 2025 ASM
Fabiana Pinto Fonseca	48 (Jul7 27, 1975)	Alternate Member	April 30, 2024	up to the 2025 ASM
Gisele Barbosa Pessoa	44 (November 23, 1979)	Sitting Member	April 30, 2024	up to the 2025 ASM
Herculano Anibal Alves	71 (February 27, 1953)	Sitting Member	April 30, 2024	up to the 2025 ASM
Marcos Aparecido Galende	57 (May 09, 1967)	Sitting Member	April 30, 2024	up to the 2025 ASM
Patrícia Soares Martil	50 (March 19, 1974)	Alternate Member	April 30, 2024	up to the 2025 ASM

Charter of the Fiscal Council

Board of Executive Officers

The Board of Executive Officers is composed of, at least, two (2) and at most, eleven (11) members, being one (1) Chief Executive Officer, one (1) Investor Relations Officer and up to nine (9) Officers without specific designation, elected by the Board of Directors, with two-(2) year term of office, and reelection is authorized, pursuant to its Charter. The Officers may accumulate positions, according to deliberation of the Board of Directors.

The Company currently has eigth (8) Executive Officers, being one (1) CEO, one (1) Investor Relations Officer and six (6) Officers without specific designation.

The Board of Executive Officers is composed of eigth (8) statutory officers.

Below, current structure of the Board of Executive Officers:

Members of Executive Officers	Age	Title	Date of Election	End of Term of Office
Adriana Paula Garbim De Barros	51	Executive Vice President	05/21/2024	Until 1st Board of Directors’ Meeting after Annual General Meeting 2026
Executive Vice President Commercial SMB and Long Tail Graduated in Business Administration from Universidade Presbiteriana Mackenzie and postgraduate in Marketing from Escola Superior de Propaganda e Marketing (ESPM), in addition to an MBA in Business Management from Fundação Dom Cabral. She has extensive executive experience and experience in the payments sector, having worked for over 26 years in the financial market, in the areas of business, planning and marketing, in companies such as Itaú, Rede and PagBank. In her last experience, she led the process of building the SMB segment, from creating the structure, commercial model and offers; and was also at the forefront of digital payments, cross border and partnerships.
Carlos Eduardo Domingues Alves	48	Executive Vice President	05/29/2024	Until 1st Board of Directors’ Meeting after Annual General Meeting 2026
Executive Vice President of Technology and Business since February 2023. Mr. Carlos Alves holds a degree in Production Engineering from the Universidade Federal de Itajubá and a Master’s degree in Consumer Behavior from ESPM. He also has specializations in Business Management and Projects by Fundação Getulio Vargas, and in Management and Entrepreneurship by Fundação Dom Cabral. He has extensive executive experience and as an entrepreneur in the retail and technology segments, having held executive positions in companies such as Riachuelo and Magazine Luíza. At Riachuelo, he led the development of the digital and the e-commerce platforms, deployment of the omnichannel platform and the creation of the digital banking and means of payment architectures at Midway Financeira.
Eduardo Wemelinger Lemos	42	Executive Vice President	05/21/2024	Until 1st Board of Directors’ Meeting after Annual General Meeting 2026
Executive Vice President of Operations and Service Graduated in Marketing from the Federal University of Rio de Janeiro (UFRJ), with an MBA from the Federal University of Paraná (UFPR) and specializations in operations from the Massachusetts Institute of Technology (MIT), exponential innovation from Singularity University and digital marketing from London Business School. He consolidates 19 years of experience in the financial sector and operations, working in companies such as HSBC, Uber, DASA and Loggi. At Loggi, he led logistics intelligence, quality, process improvement and customer experience projects.
Estanislau Mendes Llobatera Bassols	48	CEO	05/29/2024	Until 1st Board of Directors’ Meeting after Annual General Meeting 2026
Mr. Estanislau Bassols was elected as Cielo’s CEO in September 2022. He holds a bachelor’s degree in Electrical Engineering from the Engineering School of the University of São Paulo (POLI-USP) , with an Executive MBA from TRIUM Global, as well as an MBA in Business Management from FIA and another in Finance from IBMEC. Estanislau held executive positions – including as CEO, C-Level positions or Board member – in relevant institutions in the market, such as Telefonica, VR, Sky, Boticário, Wine and GPTW. His last position was Country Manager for Mastercard Brazil, one of the main payment companies in the the world, with the challenge to go beyond cards, focusing on digitalization of payments and in new lines of revenue, like Advanced Analytics, Cybersecurity, Consulting and Loyalty Programs. He also focused on exploring important growth avenues with fintechs and new methods of payment, like B2B, business with governments, solutions for urban mobility, real-time payments, Cross Border, Open Finance and others.
Filipe Augusto dos Santos Oliveira	38	CFO and IRO	05/29/2024	Until 1st Board of Directors’ Meeting after Annual General Meeting 2026
Executive Vice President of Finance and Investor Relations Officer since March 2022. Mr. Filipe Oliveira has a degree in civil engineering from the Universidade Estadual de Campinas (UNICAMP), with an MBA from the University of Chicago Booth School of Business. Mr. Filipe Oliveira joined Cielo in 2016, initially as the head of the strategy department, where he played a significant role in the preparation and execution of the Company’s transformation strategy. During this period he incorporated the FP&A and M&A departments, where he had a important role in the recent divestment cycle. Before joining Cielo, Filipe built his career in large strategic consultancies, such as BCG, Roland Berger and EY.
Louangela Bianchini da Costa Colquhoun	55	Executive Vice President	05/29/2024	Until 1st Board of Directors’ Meeting after Annual General Meeting 2026
Executive Vice-President of Legal and Government Relations since February 2023 Mrs. Louangela holds a law degree from the Universidade Federal de Uberlândia, with a postgraduate degree in Civil Procedural Law, specializations in management from the International Management Development (IMD) and the University of California in Los Angeles (UCLA). She is currently a master’s candidate in Business Law at Fundação Getúlio Vargas (FGV). She has been working in the legal area for 30 years, with extensive experience in regulated activities (financial, telecommunications and energy sectors), having worked in Brazil and abroad. She started her journey at Cielo in 2015 and as Executive Superintendent of Legal and Governmental Relations, she played a key role in adapting Cielo to the regulatory framework for Payment Institutions, established by the Central Bank of Brazil.
Patricia da Costa Cerqueira Passos	46	Executive Vice President	07/17/2024	Until 1st Board of Directors’ Meeting after Annual General Meeting 2026
Ms. Patricia Passos holds a degree in Accounting from the Universidade Federal da Bahia (UFBA), with an MBA in Business Management from Fundação Getúlio Vargas (FGV). She has solid experience in the payments industry, having worked for over 26 years in Internal Audit in companies from different sectors, including retail and financial services. She began her career at Cielo in 2007, occupying, in her last position, the role of Executive Superintendent of Audit, with a fundamental part in Cielo’s transparency, compliance and operational effectiveness
Renata Andrade Daltro dos Santos	48	Executive Vice President	05/29/2024	Until 1st Board of Directors’ Meeting after Annual General Meeting 2026
Executive Vice President of Commercial Large Accounts since November 2020. Mrs. Daltro holds a Bachelor’s Degree in Business Administration from DeVry Educacional do Brasil, with an Executive MBA in Marketing from the University of São Paulo and extension courses from Business School São Paulo – BSP and Harvard Business School. She has over 22 years of experience in the financial services industry, working in several companies, such as: Citibank, Alelo and Interfile, acting in commercial areas and focusing on Key Accounts, with emphasis on her roles in CRM, digital transformation and customer segmentation projects.

*The Director elected herein only shall be vested in office after his election is approved by the Brazilian Central Bank.

Charter Of The Statutory Executive Board

Board of Directors Advisory Committees

The Company currently has the following committees: (i) Audit Committee; (ii) Risks Committee; (iii) Finance Committee; (iv) Corporate Governance Committee; (v) Personnel and Remuneration Committee; (vi) Sustainability Committee.

Audit Committee

The Audit Committee, whose charter in effect was approved at the Board of Directors meeting held on December 14, 2022, is a permanent statutory body, which aims at advising the Board of Directors independently in relation to the Board of Executive Officers and other Company’s professionals.

Pursuant to Paragraph 1, Article 27 of the Company’s Bylaws, it shall be incumbent upon the Committee: (i) to ensure the quality and entirety of the Company’s financial statements; (ii) ensure the compliance with legal and regulatory requirements; (iii) ensure the performance, independence and quality of works of the independent auditors and internal audit; (iv) discuss and monitor the audit plans and review the reports to be issued; (v) ensure the quality and effectiveness of internal control systems and the company’s risk management.

It shall also be incumbent upon the Committee to issue recommendations and opinions so that the Board of Directors may promote the supervision and accountability of the Executive Board, and the Internal Audit area may regularly perform its duties, as the independent auditors may evaluate the activities practiced by the Executive Board and Internal Audit, pursuant to Chapter 2 of the Audit Committee’s Charter.

Below, current structure of the Audit Committee:

Name	Age	Title	Date of Election	Expiration Date
Aldo Luiz Mendes	64	Independent Board Member and Independent Member, pursuant to BCB Resolution 130/2021	05/29/2024	First Board of Directors meeting after 2026 Annual General Meeting
Ângela Beatriz de Assis	57	Independent Member, pursuant to BCB Resolution 130/2021	05/29/2024	First Board of Directors meeting after 2026 Annual General Meeting
Jorge Andrade Costa	60	Independent Member, pursuant to BCB Resolution 130/2021	05/29/2024	First Board of Directors meeting after 2026 Annual General Meeting
Paulo Henrique Andolhe	55	Independent Member, pursuant to BCB Resolution 130/2021	05/29/2024	First Board of Directors meeting after 2026 Annual General Meeting

Charter of the Audit Committee

Risks Committee

The Risk Committee, whose effective charter was approved at the Board of Directors’ meeting held on February 25, 2022, aims at advising the Board of Directors, focused on the quality and efficiency of risk management and minimum equity requirements applicable to the Company, ensuring its business purpose and values in conformity with the following basic corporate governance principles: transparency, equity, accountability, and corporate responsibility.

In accordance with provisions of item 2.2 of the Company’s Risk Committee Charter, it shall be incumbent upon the Committee: (a) analyze and define its operational rules and submit them to the Board of Directors’ approval, which shall be compatible with the Company’s nature and complexity; (b) analyze and issue recommendations on the policies relating to risk management, business continuity, internal controls, compliance and minimum equity requirements applicable to payment institutions, as well as oversee compliance and guide the Company on the exceptions identified; (c) analyze and recommend, where applicable, proposals to revise the statement of risk appetite and tolerance, as well as risk management strategies, considering risk on an individual and integrated basis; (d) monitor the risk appetite levels set out in the statement of risk appetite and tolerance and its management strategies, considering risks on an individual and integrated basis, as well as the Board of Executive Officers’ compliance with these guidelines; (e) oversee the Officer’s performance to whom the responsibility for Risk Management, Internal Controls, and Compliance has been assigned; (f) analyze and monitor the works executed by internal and external audits relating to minimum equity requirements applicable to payment institutions and respective results; (g) analyze and issue recommendations, at least, yearly, on the stress test program, pursuant to prevailing laws, as well as the liquidity contingency plan to the Board of Directors; (h) analyze and issue recommendations, at least, yearly, on the equity adequacy plan to the Board of Directors; (i) use at its discretion, the work of experts on issues referring to this Committee’s competencies, without exempting from its responsibilities; (j) support the Board of Directors to promote and improve the risk culture; (k) position and report on a quarterly basis to the Board of Directors the evaluation of results relating to the risk management process, business continuity, internal controls, compliance and equity minimum requirements, as well as the level of adhesion of risk management structure to the applicable ruling instruments, enabling to the joint committee a broad and integrated overview of risk and its impacts; (l) comply with other responsibilities assigned by the Board of Directors, as long as these refer to the competencies outlined in this article.

Below, the Committee’s current structure:

Name	Age	Title	Date of Election	Expiration Date
Caroline da Costa Carvalho Moreira	45	Sitting Member	05/29/2024	First Board of Directors meeting after 2026 Annual General Meeting
Marcelo Henrique Gomes da Silva	–	Sitting Member	05/29/2024	First Board of Directors meeting after 2026 Annual General Meeting
Marcelo Souza Ramos	44	Sitting Member	05/29/2024	First Board of Directors meeting after 2026 Annual General Meeting
Regina Helena Jorge Nunes	57	Independent Board Member and Sitting Member	05/29/2024	First Board of Directors meeting after 2026 Annual General Meeting
Valdecir Cícero de Souza	41	Sitting Member	05/29/2024	First Board of Directors meeting after 2026 Annual General Meeting

Charter of the Risk Committee

Finance Committee

Name	Age	Title	Date of Election	Expiration Date
Celso Politi Filho	44	Sitting Member	05/29/2024	First Board of Directors meeting after 2026 Annual General Meeting
Fernando José Costa Teles	55	Independent Board Member and Sitting Member	05/29/2024	First Board of Directors meeting after 2026 Annual General Meeting
Janaína Storti Prandina	39	Sitting Member	05/29/2024	First Board of Directors meeting after 2026 Annual General Meeting

Corporate Governance Committee

The Corporate Governance Committee, whose charter in effect was approved at the Board of Directors meeting held on February 25, 2022, aims at advising the Board of Directors in order to ensure that the Company’s activities are conducted to protect and value the Company, by adopting the best corporate governance practices, ensuring the Company’s social objectives and values in conformity with the following basic corporate governance principles.

Pursuant to item II of the Company’s Corporate Governance Committee Charter , it shall be incumbent upon the Committee, to sum up, (i) to recommend adjustments and evolvements in the Company’s corporate governance practices, whenever it deems necessary; (ii) to monitor the compliance with the guidelines set forth in the Code of Ethics, “Novo Mercado” Listing Rules, Disclosure Policy of Material Act or Fact and Preservation of Confidentiality, Securities Trading Policy, as well as other policies and documents under the Company’s responsibility; (iii) to monitor the Company’s governance policies, observing the level of governance adopted and ensuring the effective adoption of the best practices.

It shall also be incumbent upon referred Committee to issue recommendations on potential conflict of interests between related parties whenever requested by the Board of Directors, or when it deems necessary. In this assumption, the Committee, exceptionally, shall be composed of, at least, two Independent Board members, and the second member shall be summoned to analyze the matter as ad hoc member of Committee, in replacement of Controlling Shareholders’ representatives.

Below, current structure of the Corporate Governance Committee:

Name	Age	Title	Date of Election	Expiration Date
Estanislau Mendes Llobatera Bassols	48	Independent Board Member and Sitting Member	05/29/2024	First Board of Directors meeting after 2026 Annual General Meeting
Francisco Augusto da Costa e Silva	74	Sitting Member	05/29/2024	First Board of Directors meeting after 2026 Annual General Meeting
Kátia Rodrigues Hessel Neves	–	Sitting Member	05/29/2024	First Board of Directors meeting after 2026 Annual General Meeting
Marcio Antonio Chiumento	–	Sitting Member	05/29/2024	First Board of Directors meeting after 2026 Annual General Meeting

Charter of the Governance Committee

Personnel and Remuneration Committee

Name	Age	Title	Date of Election	Expiration Date
Francisco Augusto da Costa e Silva	74	Independent Board Member and Sitting Member	05/29/2024	First Board of Directors meeting after 2026 Annual General Meeting
Karine Etchepare Wernz	52	Sitting Member	05/29/2024	First Board of Directors meeting after 2026 Annual General Meeting
Vinicius Urias Favarão	48	Board Member and Sitting Member	05/29/2024	First Board of Directors meeting after 2026 Annual General Meeting

Sustainability Committee

The Sustainability Committee, whose charter in effect was approved at the Board of Directors meeting held on May 25, 2022, aims at advising the Board of Directors on the performance of its duties related to sustainability, set out guidelines and corporate actions and conciliate economic development issues with social responsibility issues, ensuring a successful business in the long term, contributing to a healthy environment, a fair society and Brazil’s social and economic development.

Pursuant to item 2.2 of the Company’s Sustainability Committee Charter, it shall be incumbent upon the Committee: (i) to proposing and monitoring the execution of projects that improve the Company’s sustainability practices in the social, environmental, and economic dimensions, arising from the Strategic Sustainability Plan; (ii) to proposing the inclusion of the Company in national and international rankings and indexes referenced to corporate sustainability; (iii) to monitor the social, economic and environmental commitments undertaken by the Company; (iv) to participate in the drawing up of social and sustainable development reports evidencing the Company’s social and environmental performance; (v) to oversee the Company’s social, environmental and economic indicators; (vi) to evaluate the results of social and cultural projects sponsored by the Company.

Below, current structure of the Sustainability Committee:

Name	Age	Title	Date of Election	Expiration Date
Fernando José Costa Teles	55	Independent Board Member and Sitting Member	05/29/2024	First Board of Directors meeting after 2026 Annual General Meeting
Gabriel Maceron Santamaria	37	Sitting Member	05/29/2024	First Board of Directors meeting after 2026 Annual General Meeting
Marcelo Sarno Pasquini	49	Sitting Member	05/29/2024	First Board of Directors meeting after 2026 Annual General Meeting
Patrícia Quirico Coimbra	55	Sitting Member	05/29/2024	Undetermined
Regina Helena Jorge Nunes	57	Independent Board Member and Sitting Member	05/29/2024	First Board of Directors meeting after 2026 Annual General Meeting

Charter of the Sustainability Committee

Board of Executive Officers Advisory Forums

Board of Executive Officers Advisory Forums

The Company currently has the following Forums: (i) Diversity Forum; (ii) Disclosure Forum; (iii) Ethics Forum; (iv) Innovation Forum;(v) Social and Cultural Investment Forum; (vi) Prices Forum; (vii) Privacy and Data Protection Forum; (viii) Products and Services Forum; (ix) Information Security and Fraud Prevention Manager Forum.

The Diversity Forum aims to advise the Executive Board on the Company’s practices already adopted or to be adopted regarding the diversity theme. The Diversity Forum is ruled by its own charter, approved on January 05, 2021.

The Disclosure Forum, whose current charter was approved at a Statutory Executive Board meeting held on October 28, 2020, aims to analyze and decide on the content of the information to be disclosed to the regulatory bodies of the capital market and stock exchange through material facts, notices to the market, notices to shareholders, and minutes of Board of Directors meetings, among others, as well as to formalize procedures for drafting information to be disclosed to the market, in order to assist the Statutory Executive Board in complying with the regulations of the Brazilian Corporate Law (Law 6404/76 and its corresponding amendments), the Brazilian relevant standards, and USA standards for registration and issuance of shares on USA stock exchanges.

The Ethics Forum, whose current charter was approved at a Statutory Executive Board meeting held on November 6, 2020, aims to assist the Statutory Executive Board in promoting legitimization, respect, compliance and improvement of the Company’s Code of Ethics.

The Innovation Forum, whose current charter was approved at a Statutory Executive Board meeting held on October 29, 2020, aims to advise the Executive Board and the Board of Directors, when necessary, in the activities performed by the Company related to the innovation topic, ensuring its social objectives and values in accordance with the basic principles of corporate governance.

The Social and Cultural Investment Forum, whose current charter was approved at a Statutory Executive Board meeting held on December 17, 2020, aims to evaluate and recommend the social, cultural, and sports projects, eligible for incentives law or private funding, for sponsorship and donations made by the Company, after approval by the Statutory Executive Board, as well as to monitor their execution and the results achieved.

The Pricing Strategy Forum, whose current charter was approved at a Statutory Executive Board meeting held on December 28, 2020, aims to advise the Executive Board on matters related to the pricing of the Company’s products and services, ensuring its social objectives and values in accordance with the basic principles of corporate governance.

The Privacy and Data Protection Forum, whose current charter was approved at a Board of Executive Officers’ meeting held on October 01, 2020, aims to advise the Executive Board on matters related to privacy and data protection to ensure the engagement of key internal partners affected by the privacy program.

The Products and Services Forum, whose current charter was approved at a Board of Executive Officers’ meeting held on May 17, 2019, aims to advise the Executive Board focusing on the quality and efficiency of the Company’s activities related to the development and monitoring of its products and services.

The Information Security and Fraud Prevention Manager Forum, whose current charter was approved at a Board of Executive Officers’ meeting held on January 12, 2021, aims to advise the Executive Board on matters related to information security management, aiming to comply with the applicable legislation, as well as to protect the Company’s business and its customers.