ESG

Management and Committees

Board of Directors

According to CSU’s Bylaws, the Company’s Board of Directors may be composed of five to nine members. Board members are elected by the shareholders at an Annual Shareholders’ Meeting for a two-year term, with the possibility of re-election.

Under Brazilian Corporate Law, Board members are prevented from voting at Shareholders’ Meetings, nor may they take part in any transaction or business that may conflict with the interests of the Company.

The Board of Directors is responsible, as a collegiate body, for establishing policies and general business guidelines, including long-term strategies, and for electing the members of the Board of Executive Officers and supervising its work, as well as those activities determined by law and the Company’s Bylaws.

The Board of Executive Officers is responsible for administering business in general and carrying out all necessary or convenient acts, as well as executing the resolutions of the Board of Directors. The members of the Executive Board have individual responsibilities appropriate to the positions they occupy.

The relationship between the Board of Directors and the Executive Board is in line with the good practices of corporate governance adopted by the Company and expressed in its Bylaws and the Listing Rules of the Novo Mercado. These practices seek to reduce conflicts of interest and are aimed at ensuring transparency, accountability and equal treatment for all shareholders.

Name and position of members

Antonio Kandir Independent Member and Chairman of the Board

He was Minister of State for Planning and Budget, Federal Deputy, President of the National Privatization Council, Brazilian Governor at the BID, Special Secretary for Economic Policy, President of IPEA, Director of Kandir e Associados S/C Ltda. and Coordinator of Studies at Itaú Planejamento e Engenharia. He also worked as a professor at Unicamp, PUC/SP and Assistant Faculty Fellow at the University of Notre Dame and has managed investment funds. Graduated in Mechanical Production Engineering from the Polytechnic School of the University of São Paulo, Master in Economics from UNICAMP, and a Ph.D. in Economics from UNICAMP. He is a board member of AEGEA, CPFL, COIMEX, MRV and INTER&CO. These companies are not part of the Issuer’s economic group and are not controlled by the Issuer’s shareholders. He is not subject to the effects of a criminal conviction, a conviction or penalty in an administrative proceeding before the CVM, or a final and non-appealable judicial or administrative judgment that would have resulted in the suspension or disqualification from the practice of any professional or commercial activity, and is therefore duly qualified to exercise his professional activities. He is not considered to be a politically exposed person within the meaning of CVM Resolution 50/21 and, following an analysis by the Board of Directors, his independence has been confirmed in accordance with Articles 16 and 17 of the Novo Mercado Regulation.

Marcos Ribeiro Leite Member

Graduated in Business Administration from Fundação Getúlio Vargas. He is a founding partner of the Company and currently CEO and member of the Board of Directors. He is a director of Anapurus Comércio e Participações Ltda. He has extensive experience in the credit card industry, having served as Financial and Commercial Vice President of the company Credicard. Anapurus Comércio e Participações is not part of the Issuer’s economic group and is controlled by a shareholder of the Issuer. He is not subject to the effects of a criminal conviction, a conviction or penalty in an administrative proceeding before the CVM, or a final and non-appealable judicial or administrative judgment that would have resulted in the suspension or disqualification from the practice of any professional or commercial activity, and is therefore duly qualified to exercise his professional activities. He is not considered to be a politically exposed person within the meaning of CVM Resolution 50/21.

Ricardo José Ribeiro Leite Member

Graduated in Business Administration from Fundação Getúlio Vargas, with a post-graduate degree in Personal Finance from FEA/USP in 2003. He worked for 17 years at Citibank, where he held the positions of Director of Corporate Financing and Leasing. He joined the CSU Group in 1998 as a member of the Board of Directors. Ricardo José Ribeiro Leite is the brother of Marcos Ribeiro Leite. He is not subject to the effects of a criminal conviction, a conviction or penalty in an administrative proceeding before the CVM, or a final and non-appealable judicial or administrative judgment that would have resulted in the suspension or disqualification from the practice of any professional or commercial activity, and is therefore duly qualified to exercise his professional activities. He is not considered to be a politically exposed person within the meaning of CVM Resolution 50/21.

Rubens Antonio Barbosa Independent Member

Graduated from the London School of Economics and Political Science in 1971; Secretary for International Affairs at the Ministry of Finance; Under-Secretary General for Integration, Foreign Trade and Economic Affairs at the Ministry of Foreign Affairs and Coordinator of the Brazilian Section of the Mercosur Group; Chief Negotiator for Brazil in the Uruguay Round of the then GATT until 1999; President of the Association of Coffee Producing Countries (APPC); Brazilian Ambassador to the Latin American Integration Association (ALADI) (1987-1990); Brazilian Ambassador in London from 1994 to 1999 and Ambassador in Washington from 1999 to 2004. He is a columnist for “Estado de São Paulo” and the author of, among other books, “O Dissenso de Washington” (2011) and “Interesse Nacional e Visão do Futuro” (2012), “Um diplomata a serviço do Estado” (2018) and “o Lugar do Brasil no mundo” (2022). Member of the Paulista Academy of Letters. Current positions: Business Consultant; President of the Brazilian Wheat Industry Association (ABITRIGO), the Center for Defense and National Security Studies and the Institute of International Relations and Foreign Trade (IRICE); President Emeritus of CEBEU – Brazil – United States Business Council; Member of the Deliberative Council of the Brazilian Foreign Trade Association (AEB); Member of Gacint – USP’s International Conjuncture Analysis Group; Member of several other Boards, such as CSU CardSystem S.A. and Veirano Advogados; Editor-in-Chief of the magazine “Interesse Nacional”. He is not subject to the effects of any criminal conviction, any conviction or penalty in administrative proceedings before the CVM or any final and unappealable judicial or administrative conviction which would have led to the suspension or disqualification from the exercise of any professional or commercial activity, and is therefore duly qualified to exercise his professional activities. He is not subject to the effects of any criminal conviction, any conviction or penalty in administrative proceedings before the CVM or any final and unappealable judicial or administrative conviction which would have led to the suspension or disqualification from the practice of any professional or commercial activity, and is therefore duly qualified to practice his professional activity, and, after analysis by the Board of Directors, its classification as independent was ratified pursuant to Articles 16 and 17 of the Novo Mercado Regulation.

Gustavo Viana Volpato Independent Member

He holds a Bachelor’s degree in Business Administration with a concentration in Finance from Florida International University, graduating with honors (“Cum Laude”). He has completed the IBGC’s “Audit Committee in Practice” course. With 10 years of experience in the financial market, he serves as manager of the Verona Investment Club, managing the assets in the portfolio with a focus on equities, and also serves as a member of the board of directors at Mitre Realty (MTRE3). He also participates in the management of the Padova Investment Club, the Piombino Dese Investment Club, and Makcemiuk FIA BDR Level 1, providing investment strategies and new ideas for these investment vehicles, as well as monitoring and financial modeling for the assets selected to compose the portfolios and those that may be added to the portfolios in the future. He has not been subject to the effects of any criminal conviction, any conviction or imposition of a penalty in administrative proceedings before the CVM, or any final and unappealable conviction, in the judicial or administrative sphere, that would have resulted in the suspension or disqualification from practicing any professional or commercial activity, and is thus duly qualified to practice his professional activities. He is not considered a Politically Exposed Person, as defined in CVM Resolution 50/21, and, following review by the Board of Directors, his classification as independent was confirmed pursuant to Articles 16 and 17 of the Novo Mercado Regulations.

 Fiscal Council

Sergio Tuffy Sayeg Member of fiscal board

He holds a bachelor’s degree in business administration and a master’s degree in capital markets from the School of Economics, Business Administration, and Accounting at the University of São Paulo. He teaches in MBA, graduate, and executive education programs at Insper, FIA Business School, Ibmec, and various financial and capital market institutions. He holds Experience-Based Certifications for Board of Directors Member, Fiscal Council Member, and Audit Committee Member from the IBGC (Brazilian Institute of Corporate Governance), and previously obtained the CNPI (National Investment Professional Certification) from APIMEC (Association of Capital Market Analysts and Investment Professionals) and the ANBIMA Professional Certification (Series 20). Since 1976, he has been active in the financial, capital, and corporate markets, having served as an executive and director at Unibanco, Banco London Multiplic, Banco Safra, Seller DTVM, Banco Fibra, Dresdner Asset Management, the São Paulo Stock Exchange, SABESP – São Paulo State Basic Sanitation Company, and FIRB – Financial Investor Relations. Independent Member of the Board of Directors of Minupar Participações S.A. (2026 – present) and of Oliveira Trust S.A. (2021 – 2026). Fiscal Council Member of EcoRodovias Infraestrutura e Logística S.A. (2018–present), Banco Pine S.A. (2022 and 2024–present), Gafisa S.A. (2024–present), Westwing Comércio Varejista S.A. (2025), and Indústria de Motores Anauger S.A. (2025–present). Member of the Statutory Audit Committees of Enauta Participações S.A. (2022–2024), Grupo Educacional Multivix (2021–2024), São Paulo Turismo S.A. (2018–2023), Companhia de Engenharia de Tráfego (2018–2023), and Banco GM S.A. – Chevrolet Serviços Financeiros (2012–2018). Member of the Board of Directors of Investimentos e Participações em Infraestrutura S.A. – INVEPAR (2017) and Lojas Salfer S.A. (2007–2009). Audit Committee Member of Companhia de Saneamento de Minas Gerais – COPASA (2018–2023), CSU Digital S.A. (2008–2016, 2018–2021), Enauta Participações S.A. (2014–2019, 2021), Linx S.A. (2018–2021), Eldorado Brasil Celulose S.A. (2017), Cia. Providência Indústria e Comércio (2012–2015), Marfrig Global Foods S.A. (2010 and 2012), and CR Almeida S.A. Engenharia e Construções (2011–2015). Member of the KPMG Audit Committee Institute, the EY Board Members Program, the Deloitte Boardroom Program, and the IBGC’s Communication and Capital Markets and Certification Committees. Board Member (2003–2008) and Vice Chair of the International Committee of the IBRI – Brazilian Institute of Investor Relations. He has not been subject to the effects of any criminal conviction, any conviction or imposition of a penalty in administrative proceedings before the CVM, or any final and unappealable conviction, whether judicial or administrative, that would have resulted in the suspension or disqualification from engaging in any professional or commercial activity; he is therefore duly qualified to perform his professional duties. He is not considered a Politically Exposed Person, as defined in CVM Resolution 50/21, and, following review by the Board of Directors, his classification as independent was confirmed pursuant to Articles 16 and 17 of the Novo Mercado Regulations.

 

Décio Burd Member of fiscal board

Has over 30 years of experience in the payment services sector, having held C-level positions in finance, planning, collections, auditing, and sales. He has not been subject to the effects of any criminal conviction, any conviction or imposition of a penalty in administrative proceedings before the CVM, or any final and unappealable conviction, in the judicial or administrative sphere, that would have resulted in the suspension or disqualification from practicing any professional or commercial activity, and is thus duly qualified to practice his professional activities. He is not considered a Politically Exposed Person, as defined in CVM Resolution 50/21, and, following review by the Board of Directors, his classification as independent was ratified pursuant to Articles 16 and 17 of the Novo Mercado Regulations.

Valdir Augusto de Assunção Member of fiscal board

Mr. Valdir has over 35 years of experience in auditing financial statements and internal controls for domestic and multinational companies of various sizes, including 21 years as a Partner at PricewaterhouseCoopers Auditores Independentes (PwC), 7 years as CEO of PwC’s operations in the interior of the state of São Paulo, and 3 years as a member of the Board of Directors of PwC Brazil. He possesses extensive knowledge in Governance, Compliance, Due Diligence, IPOs, as well as BR GAAP, IFRS, US GAAP, and the U.S. Sarbanes-Oxley Act (SOx). Since 2020, he has served as a member of Audit Committees, Personnel Committees, and Fiscal Councils at public and private companies, both publicly traded and privately held. He holds a Bachelor’s degree in Accounting and is a registered accountant with the Regional Accounting Council (CRC), and is registered as an Independent Auditor with the Brazilian Institute of Independent Auditors (IBRACON), the Brazilian Securities and Exchange Commission (CVM), and the Central Bank of Brazil (BACEN). He holds a certification as a Fiscal Council Member issued by the Brazilian Institute of Corporate Governance (IBGC) and a certification in international accounting (IFRS) from the Association of Chartered Certified Accountants (ACCA).

Executive Officers

Marcos Ribeiro Leite CEO

Graduated in Business Administration from Fundação Getúlio Vargas. He is a founding partner of the Company and currently CEO and member of the Board of Directors. He is a director of Anapurus Comércio e Participações Ltda. He has extensive experience in the credit card industry, having served as Financial and Commercial Vice President of the company Credicard. Anapurus Comércio e Participações is not part of the Issuer’s economic group and is controlled by a shareholder of the Issuer. He is not subject to the effects of a criminal conviction, a conviction or penalty in an administrative proceeding before the CVM, or a final and non-appealable judicial or administrative judgment that would have resulted in the suspension or disqualification from the practice of any professional or commercial activity, and is therefore duly qualified to exercise his professional activities. He is not considered to be a politically exposed person within the meaning of CVM Resolution 50/21.

André Pereira Lapola Financial and Investor Relations Officer

Graduated in Economics from the Pontifícia Universidade Católica de São Paulo – PUC-SP and in Accounting from Centro Universitário Claretiano, with more than 20 years of experience as an executive, with extensive expertise in the areas of finance, controllership, auditing and financial planning, having built his career in leadership positions at technology and services companies such as Dock, PwC, Capgemini and MC1 – Win the Market. He has not been the subject of any criminal conviction, conviction or penalty in any administrative proceeding before the CVM and has not been the subject of any final and non-appealable judicial or administrative judgment which would have led to the suspension or disqualification from the practice of any professional or commercial activity, and is therefore duly qualified to exercise his professional activities. He is currently responsible at the Company for compliance with the Operational and Liquidity Risk Management Policy, in accordance with Bacen Circular 3,681/2013, and the Prevention of Financial Laundering and Terrorist Financing Policy (PLDFT), in accordance with Bacen Circulars 334/2023 and 3,978/2020. Not considered a Politically Exposed Person as defined in CVM Resolution 50/21.

Jefferson Ferreira Pedrosa Technology and Operations Officer

Graduated in Data Processing from FATEC – São Paulo State College of Technology, he has over 25 years of experience in the technology sector, with approximately 20 of those years dedicated to the payment solutions market. Throughout his career, he has held leadership positions at institutions including Santander and Itaú, in addition to significant experience at CSU Digital, where he has worked for over 12 years and built a solid career in strategic roles within the technology sector, working closely with executive leadership and contributing directly to the development and evolution of the Company’s operations, platforms, and customer relationships. He is not subject to the effects of any criminal conviction, conviction or penalty in administrative proceedings before the CVM, or any final and non-appealable judicial or administrative judgment that would have resulted in the suspension or disqualification from the exercise of any professional or commercial activity, and is therefore duly qualified to exercise his professional activities. He is not considered a politically exposed person within the meaning of CVM Resolution 50/21.

Audit Committee

Antônio Kandir Audit Committee Coordinator

He was Minister of State for Planning and Budget, Federal Deputy, President of the National Privatization Council, Brazilian Governor at the BID, Special Secretary for Economic Policy, President of IPEA, Director of Kandir e Associados S/C Ltda. and Coordinator of Studies at Itaú Planejamento e Engenharia. He also worked as a professor at Unicamp, PUC/SP and Assistant Faculty Fellow at the University of Notre Dame and has managed investment funds. Graduated in Mechanical Production Engineering from the Polytechnic School of the University of São Paulo, Master in Economics from UNICAMP, and a Ph.D. in Economics from UNICAMP. He is a board member of AEGEA, CPFL, COIMEX, MRV and INTER&CO. These companies are not part of the Issuer’s economic group and are not controlled by the Issuer’s shareholders. He is not subject to the effects of a criminal conviction, a conviction or penalty in an administrative proceeding before the CVM, or a final and non-appealable judicial or administrative judgment that would have resulted in the suspension or disqualification from the practice of any professional or commercial activity, and is therefore duly qualified to exercise his professional activities. He is not considered to be a politically exposed person within the meaning of CVM Resolution 50/21 and, following an analysis by the Board of Directors, his independence has been confirmed in accordance with Articles 16 and 17 of the Novo Mercado Regulation.

João Carlos Matias Member of the Audit Committee

Undergraduate degree in Engineering from the Faculty of Industrial Engineering. He has 35 years of experience in the credit card business, having worked at the company in the areas of systems, Credicard technology and operations. He joined the CSU Group in 1992. He was not subject to the effects of any criminal conviction, any conviction or application of a penalty in an administrative proceeding before the CVM and any final and unappealable conviction, in the judicial or administrative sphere, that would have caused the suspension or disqualification for the practice of any professional activity or business, thus being duly qualified to practice their professional activities. He is not considered a politically exposed person within the meaning of CVM Resolution 50/21.

Sérgio Luiz da Silva Ribeiro Experienced member in corporate accounting

Graduated in Accounting from Universidade da Cidade – RJ in 1992, extension in Management Development Program from IAG/PUC-RJ in 1996 and MBA in Controllership from FIPECAFI/USP in 2009. He has about thirty years of experience in controllership, accounting, taxes and auditing, working in “Big Four” auditing firms and in national and foreign corporations with businesses in the energy, means of payment, health, communication and food sectors, mostly listed on the B3 Novo Mercado. He was not subject to the effects of any criminal conviction, any conviction or application of a penalty in an administrative proceeding before the CVM and any final and unappealable conviction, in the judicial or administrative sphere, that would have caused the suspension or disqualification for the practice of any professional activity or business, thus being duly qualified to practice their professional activities. He is not considered a politically exposed person within the meaning of CVM Resolution 50/21.

Patricia Gracindo Marques de Assis Bentes Independent Member of the Audit Committee

She holds a Bachelor’s degree in Business Administration from the Federal University of Rio de Janeiro and a Master’s degree in Business Administration with an emphasis in Marketing and Finance from the University of São Paulo. With over 30 years of professional experience, she currently serves as an Independent Board Member and has held executive and audit positions throughout her career. During this time, she has gained extensive leadership experience in sectors such as energy (CEMIG, LIGHT, RENOVA, CEG), mining (VALE), petrochemicals (BRASKEM), retail (VIA), pulp and paper, publishing and real estate (Cia. MELHORAMENTOS), as well as in financial institutions (CITIGROUP, FGCOOP), among others. She is not considered a politically exposed person within the meaning of CVM Resolution 50/21.

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