Article 1 – CSU CARDSYSTEM S.A is a business corporation, ruled by the present articles of incorporation and by the legal provisions that may be applicable hereto, including the conditions of the Regulations of the B3 S.A. – Brasil, Bolsa Balcão, Novo Mercado (“Regulamento do Novo Mercado”), which apply also to shareholders, including controlling shareholders, managers, and members of the Statutory Audit Committee (when installed).
Article 2 – The Company’s head offices are located at Rua Piauí, no. 136, Block B, Ground floor and 3rd floor, suite 1, Nova Aldeinha neighborhood, city of Barueri, CEP 06.440-182, state of São Paulo.
Sole Paragraph – The Officers may create, transfer or terminate branches, offices, agencies or warehouses in any place of the national territory or abroad.
Article 3 – The duration of the Corporation shall be perpetual.
Article 4 – The Corporation‘s purpose is to: a) introduce, manage, advise and provide consulting and other services related to systems of: (i) credit and multiple use cards, (ii) limited acceptance credit cards (store cards); (iii) debit cards; (iv) smart card; and (v) all centers; b) provide electronic data processing services through its own or third-party systems, in addition to developing and introducing, providing consulting and customer services, as well as acting as a representative for electronic data processing software; c) represent products and services through third parties; d) provide outsourced management services for the entire credit cycle, including credit research and analysis, credit limit concession, collection services, among other related activities; e) develop promotional activities for third parties, including: (i) development, marketing and/or purchase, sale and importation of goods and services, including gifts, on its own behalf or on behalf of others, to be distributed in promotions, prize draws and/or to be used in marketing campaigns; (ii) holding of draws and distribution of prizes and other forms of recognition; (iii) production, directly or indirectly, of catalogs, magazines and direct mail, including in electronic format; (iv) management and supervision of merchandise delivery services on its own and/or by request of third parties; f) affiliate and manage chain stores to capture transactions and implement discount and benefit programs; g) develop e-commerce and e-service activities through the Internet; h) provide consulting, customer, management and advisory services, as well as introduces telemarketing and call centers for acquisition, relationship and/or customer loyalty programs; i) advise, implement and manage the acquisition, relationship and/or customer loyalty programs for a given product, brand or institution, including, among other things, the concession of benefits, prizes and discounts; j) sell (i) national and imported products, including through the use of catalogs and telemarketing; (ii) magazines, newspapers, books and supplementary retail products; (iii) beverages and food products in general, inside the premises of their facilities; k) develop, introduce and manage data bases, surveys and market research; l) provide consulting and advisory services to intermediate business transactions and to carry out commercial partnerships; m) participate in other commercial or not for profit, national or foreign, companies, as a partner, member or shareholder; n) provide services to companies that operate in the accreditation of establishments to conduct electronic transactions, services which, among a few others previously described herein, comprise the implementation, operation and management of the payment means electronic transaction capture network, and leasing of equipment; and o) leasing of call center infrastructure to third parties.
Article 5 – The Corporation‘s capital stock is one hundred sixty-nine million, two hundred thirty-one thousand, eight hundred forty-nine reais and sixty one centavos (R$169,231,849.61), fully subscribed and paid-in, divided into 41,800,000 (forty one million, eight hundred thousand) common shares, all nominative, registered and with no par value.
Article 6 – The capital stock shall be exclusively represented by common shares and each common share shall correspond to one vote in decisions of the General Meetings, given that preferred shares may not be issued.
Article 7 – Shares are indivisible with regard to the Corporation. Should a share belong to more than one person, its rights shall be exercised by the representative of the joint ownership.
Article 8 – Shares shall be of the book entry type and shall be maintained in a deposit account in a financial institution authorized by the Brazilian Securities and Exchange Commission (“CVM”) , in the name of its holders, without issuing of certificates, and shareholders may be charged for the transfer and registration costs, as well as for the service related to the shares held in custody.
Article 9 – The Corporation may not issue founders‘ shares.
Article 10 – In the event of a capital increase via the subscription of new shares, issuance of debentures convertible into shares and/or subscription warrants, the shareholders shall have preemptive rights for the subscription of such securities, pursuant to the provisions of article 171 of Law no. 6,404, of December 15, 1976 (“Law 6,404/76”).
Sole Paragraph – At the discretion of the General Meeting, the preemptive right shall be terminated, or the period for its exercise shall be reduced, in the issuing of shares, debentures convertible into shares and subscription warrants, the placement of which shall be carried out through the sale in the stock exchange or through public subscription, or through the exchange of shares in a public offering for acquisition of control.
Article 11 – By decision of the General Meeting, the Corporation may grant its managers and employees a call option or share subscription plan, and the shareholders‘ preemptive right shall not apply.
Article 12 – By decision of the Board of Directors, the Corporation may purchase its own shares, for eventual cancellation or sale, pursuant to the terms and conditions of article 30 of Law no. 6,404/76 and further applicable legal provisions.
Article 13 – General Meetings shall be held within four (4) months after the end of the fiscal year, and Special Meetings shall be convened whenever required by the Corporation‘s interests, provided that, in its call notice, the relevant legal provisions and those of these Articles of Incorporation are fulfilled.
Sole Paragraph – The General Meetings shall be called pursuant to the law, with at least a fifteen (15) day notice.
Article 14 – The General Meeting shall be convened and presided by the Chairperson of the Board of Directors, or, in his/her absence, by his/her alternate, who shall appoint the secretary.
Sole Paragraph – In the absence of the Chairperson of the Board of Directors or of his/her alternate, the chairperson and the secretary shall be appointed by the shareholders present to the meeting.
Article 15 – The decisions of the General Meeting, apart from the exceptions provided for by the law and these Articles of Incorporation, shall be taken by the absolute majority of votes, and blank votes shall not be taken into account.
Article 16 – The Corporation shall be managed by the Board of Directors and by the Officers, pursuant to the legal provisions and those of these Articles of Incorporation.
Paragraph One – Managers shall be deemed to have been invested in their posts when they have signed their due registration as such in the minutes book, and any management warranties shall be waived.
Paragraph Two – The investiture of the Executive Officers shall be subject to the signing of the Managers‘ Consent Instrument that must include their being subject to the commitment clause referred to in article 42 of these Bylaws.
Paragraph Three – The managers shall remain in their positions up to the investiture of their substitutes.
Article 17 – The Meeting shall set forth, on an annual basis, a global or individual budget for distribution among the managers. Should the General Meeting establish a global compensation, the Board of Directors shall be responsible for carrying out the distribution of the budget individually.
Section I – Board of Directors (Board)
Article 18 – The Board of Directors shall consist of at least five (5) and up to a total of nine (9) members, who shall be individuals residing or not in the country and elected by the General Meeting, under the terms of Article 19 of this Articles of Incorporation, and who may be demoted by it at any time.
Paragraph One – In the election of the members of the Board of Directors, the General Meeting shall first decide, by the majority of votes, the number of members of the Board to be elected.
Paragraph Two – At least twenty per cent (20%) of the Directors shall be Independent Directors, according to the qualifications for election established in paragraph 3 of this article, and shall be expressly declared as such in the minutes of the General Meeting at which they are elected. The directors elected pursuant to the provisions of article 141, paragraphs IV and V of Law no. 6,404/76 shall also be considered Independent Director.
Paragraph Three – When the calculation of the percentage referred to in the paragraph above results in a fraction number of members of the board, the number should be rounded as indicated in the Regulation of the Novo Mercado.
Paragraph Four – For the purposes of this article, the term “Independent Director” shall mean, according to the definition in the Regulation of the Novo Mercado a director who: (i) has no ties with the Corporation, except his interest in the capital; (ii) is not a Controlling Shareholder (as defined in Article XL, Sole Paragraph of these Articles of Incorporation), a spouse or a relative up to the second degree of same, or is not or was not, over the last three (3) years, connected to the Company or an entity related to the Controlling Shareholder (individuals connected to public educational and/or research institutions are excluded from this restriction); (iii) was not, over the last three (3) years, an employee or manager of the Corporation, or a company controlled by the Corporation; (iv) is not a supplier or purchaser, directly or indirectly, of services and/or products of the Corporation, in such a way as to result in loss of independence; (v) is not an employee or manager of a company or entity that is offering or demanding services and/or products to the Company, of an order that implies a loss of independence: (vi) is not the spouse or a relative of up to the second degree of any manager of the Corporation; (vii) does not receive any other compensation from the Corporation in addition to what he/she receives as a director (cash proceeds arising from interest in the capital are excluded from this restriction).
Article 19 – The members of the Board of Directors shall be elected for one (1) year terms and may be reelected.
Paragraph One – As an exception, and for the purposes of transition, as the Controlling Shareholder and holder of more than 50% (fifty percent) of the capital stock of the Company has ceased to exist, the members of the Board of Directors may be elected once with a single mandate of up to 3 (three) years.
Article 20 – The members of the Board of Directors will provide the Company with a list of positions that they hold on the Board of Directors, the audit committee, committees and executive positions that they hold in other corporations or entities.
Sole Paragraph – The information established in this Article will be delivered (i) up to 5 (five) months after the close of the fiscal year; and (ii) when tender offerings or distributions of securities take place.
Article 21 – The members of the Board of Directors, in their first meeting, shall be in charge of appointing, by the majority of votes, the Chairperson.
Paragraph One – The Chairperson of the Board of Directors shall be substituted, in their impediment or absence, by one of the other members, to be chosen by his/her peers, by the majority of votes.
Paragraph Two – The positions of Chairman of the Board of Directors and CEO or main executive officer of the Company cannot be held by the same person.
Paragraph Three – In the event of impediment or vacancy on the Board of Directors for over thirty (30) days, the Board shall call a General Meeting for electing a new Director for the relevant position.
Article 22 – The Board of Directors shall hold regular meetings each quarter of the calendar year, and, whenever required by the Corporation‘s interests, special meetings, which may be convened by any Director or by any shareholder, pursuant to a letter containing the agenda, to be sent to all acting Directors, with confirmation of receipt, by e-mail, with proof of receipt by the CEO and providing a notice of at least seventy two (72) hours.
Paragraph One – Provided that they are convened in the form set forth in this article, the meetings of the Board with at least four (4) acting members present shall be valid. Members participating by telephone (conference call) or in writing by e-mail, before the end of the meeting, shall be deemed to have been present at same.
Paragraph Two – The votes of the Directors that are cast in the way provided for in paragraph one here of shall be filed in the Corporation‘s headquarters.
Paragraph Three – The decisions of the Board of Directors shall be taken by the majority of its members.
Paragraph Four – The Chairperson of the Board of Directors shall have a casting vote only in the event of a tie in the voting of a given issue.
Article 23 – In addition to other duties that may be attributed to it by the law or these Articles of Incorporation, the Board of Directors shall be in charge of: a) establishing the general guidelines of the corporate businesses; b) calling General Meetings; c) electing and removing from office the Corporation‘s Officers; d) overseeing the acts of the Officers; e) expressing an opinion in advance on the management’s report and accounts and about any matter to be submitted to the General Meeting; f) deciding on the issuing of simple, non-convertible, unsecured debentures and g) comment favorably or unfavorably with regard to any public offering for the acquisition of shares issued by the Company by means of an opinion published within 15 (fifteen) days of the publication of the tender for the public offer for the acquisition of shares, that should discuss, at a minimum (i) the convenience and opportunity of the public offering for the acquisition of shares with respect to the joint interest of the the Company and it group of shareholders, including regarding the price and potential impacts on the liquidity of the shares; (ii) the strategic plans provided by the offering party with regard to the Company; and (iii) the alternatives to the acceptance of the public acquisition offer available in the market.
Sole paragraph – The Board of Directors shall also be in charge of deciding on the following matters, which are subject to the sanction of at least five (5) members of the Board for its approval: (a) entry into loans not provided for in the annual business plan of the Corporation that may, individually or collectively, be in excess of twenty five per cent (25%) of the annual gross revenues of the last fiscal year; (b) creation of any mortgage, pledge or other guarantees on the Corporation or its assets, out of the ordinary course of business, to the benefit of third parties; (c) entry into or change an existing contract previously approved by the Board of Directors with regard to a personal insurance of the CEO or another key-executive of the Corporation; (d) any individual operation between the Corporation, on the one hand, and its controlling shareholders or affiliates of its controlling shareholders, on the other one; (e)appointment and replacement of the Corporation‘s independent auditors, who shall be one of the four largest independent auditors of good standing and renown, and highly experienced in international operations, and the appointment and replacement of the Corporation‘s external corporate counsel, except for hiring potential services with other consulting firms; (f) beginning of legal actions out of the ordinary course of business; (g) substantial changes in the remuneration and benefit policies of the managers, except for periodic market adjustments; (h) any operation of acquisition or investment, with or without the merger of other businesses and companies, via purchase or call option, of the total or part of the capital, in individual or cumulative amounts in a fiscal year, in excess of twenty per cent (20%) of the annual gross revenues of the last fiscal year; (i) granting of guarantees of any nature in favor of third parties, except during the Corporation‘s ordinary course of business; (j) individual or cumulative transfers in a year of any asset of the Corporation, in an updated book value in excess of fifteen per cent (15%) of the annual gross revenues of the last fiscal year; (k) any proposal to pay or distribute dividends or interest on own capital, on an individual or cumulative basis, over the last twelve (12) months, which exceeds by eighty per cent (80%) the Corporation‘s net income; (l)any reduction of the authorized capital, in addition to the redemption or amortization of shares; (m) any proposals for changing the Corporation‘s Articles of Incorporation; (n) approval of any proposal to merge, split up and incorporate involving the Corporation; (o) changes of the Corporation‘s business or purpose, except for changes and adjustments in the ordinary course of its business, including its entry into new business areas; (p) approval of a request proposal or suspension of settlement, liquidation, bankruptcy, judicial or extrajudicial restructuring or other volunteering procedures of financial restructuring of the Corporation; (q) issuing of debentures or other bonds of the Corporation in excess of twenty per cent (25%) of the annual gross revenues of the last fiscal year or getting involved in the profit sharing or the conversion into shares of the Corporation.
Section II – Officers
Article 24 – The Corporation shall have at least three (3) and not more than seven (7) Officers, who shall be shareholders or otherwise, residing in the country, elected by the Board of Directors and who may be demoted by it at any time. The same Officer may hold more than a position, such as the CEO and the Investor Relations Officer, and the remaining Officers do not have a specific title.
Article 25 – The Officers shall be elected for one (1) year terms and may be reelected.
Article 26 – In the event of their impediment or absence, the CEO shall be replaced by any other officer, elected by the majority of the officers, who shall hold, on a cumulative basis, the office of CEO up to the first subsequent meeting of the Board of Directors, which shall appoint a replacement for the rest of the term, should that be the case.
Sole Paragraph – The remaining Officers shall be replaced, in case of temporary absence or impediment, by another Officer appointed by the Officers. Same shall provide, in case of vacancy, a temporary substitute, until the Board of Directors elects the permanent replacement for the rest of the term.
Article 27 – The Officers shall meet whenever convened by any of its members, with a three (3) day of notice, with the presence of the majority of its members, and its decisions shall be taken by the majority of those present, and the CEO may have the casting vote in the event of a tie.
Paragraph One – The period of three (3) days shall be waived when the Officers meet with the presence, or representation, of all of them.
Paragraph Two – In all meetings of the Officers, the absent Officer may be represented by one of his/her peers, whether to constitute the quorum or to vote, and, votes by letter, telegram or e-mail, with confirmation of receipt by the CEO, when received at the headquarters up to the moment of the meeting, are equally accepted.
Paragraph Three – The votes of the Officers that are cast in the way provided for in paragraph two of this article shall be filed in the Corporation‘s headquarters.
Article 28 – The Officers shall have all powers to perform any and all acts which may be necessary for the performance of the Corporation‘s purpose, including to make concessions, terminate agreements, make commitments, admit debts, as well as to make agreements, purchase, sell and encumber movable property and real estate, pursuant to the relevant legal and statutory provisions and the decisions made by the General Meeting and the Board of Directors. The Officers shall be responsible for: a) managing the Corporation in accordance with the policies and goals defined by the Board of Directors; b)presenting, at least sixty (60) days prior to the end of each year, the Corporation‘s Operational Planning; c) presenting to the Board of Directors the Management‘s Report and the financial statements provided for in the law, after submission to the opinion of the Statutory Fiscal Council, if same is installed;d) deciding on the creation, transfer or termination of affiliates, branches, offices and other facilities of the Corporation; and e) pro-actively and reactively, judicially or extra judicially, representing the Corporation pursuant to Article XXIX below.
Paragraph One – In addition to coordinating the acts of the Officers and to overseeing the performance of the activities related to the overall planning of the Corporation, the CEO is in charge of: (a) calling and presiding the meetings of the Officers; and (b) maintaining the members of the Board of Directors informed about the Corporation‘s activities and operations.
Paragraph Two – The Investor Relations Officer is in charge of representing the Corporation before the Brazilian Securities and Exchange Commission, shareholders, investors, the stock exchanges, Brazil‘s Central Bank and other bodies related with capital market activities.
Paragraph Three – The Officers are responsible for assisting the CEO in the management of the Corporation‘s business and for performing the activities related to the duties that may have been attributed to them by the Board of Directors.
Article 29 – The acts and decisions carried out by on behalf of the Corporation shall be binding when same are carried out: a) jointly, by two Officers, in the performance of their normal management duties; b) jointly, by one Officer and one attorney-in-fact, or by two attorneys-in-fact, in accordance with the powers invested in them by their respective powers of attorney, pursuant to the provisions of paragraph two of this article; c) jointly, by two Officers, in the letters of appointment of agent, authorizations and powers of attorney granted to employees of the Corporation to represent it before governmental bodies; and d) either by an Officer or an attorney-in-fact with the powers invested in them by their respective powers of attorney and pursuant to the provisions of paragraphs one and two, above.
Paragraph One – The representation of the Corporation by a single Officer or attorney-in-fact shall be limited to the following acts: a) endorsement of checks, trade bills or money orders in favor of banking institutions, for the purposes of deposit, escrow, commercial pledge or collection, including the signing of the respective contracts, proposals and bordereaux; b) representation before any federal, state or local governmental bodies, the Brazilian Central Bank, Banco do Brasil, including the Foreign Trade Department, the Foreign Exchange Desk, the Finance Secretariat, government corporation and the Brazilian Post Office;c) representation before Labor Courts and Unions, including matters related to hiring, suspending or dismissing employees and/or labor agreements.
Paragraph Two – Except for legal purposes and pursuant to the provisions of item “c” of the caput of Article XXIX above, all the remaining power-of-attorney instruments granted by the Corporation shall have a limited term of effectiveness and shall always be granted by the CEO.
Article 30 – In transactions that are not related to the corporate purposes, Officers are forbidden to grant warrants or guarantees on behalf of the Corporation, as well as to enter into obligations of any nature, being each of them personally responsible for the non-compliance with this article.
Article 31 – The Corporation shall not have a permanent Statutory Fiscal Council, which shall only be convened if called by the shareholders, pursuant to the legal provisions.
Article 32 – In the event of being convened, the Statutory Fiscal Council shall comprise of three (3) members and an equal number of alternates, elected by the General Meeting.
Article 33 – The compensation of the members of the Statutory Fiscal Council shall be decided by the General Meeting which has elected them.
Article 34 – The investiture of the Members of the Statutory Fiscal Council, full and alternates, shall be conditioned to the execution of their investiture instruments, and must include their subjection to the commitment clause referred to in article 42 of these Bylaws.
Article 35 – The fiscal year begins on January 1st and ends on December 31st of each year, when the financial statements provided for in the commercial and fiscal legislation shall be prepared.
Article 36 – Part of the net income assessed shall be allocated as follows: a) five per cent (5%) to the Legal Reserve, up to a total of twenty per cent (20%) of the capital stock; and b) at least twenty five per cent (25%) of the adjusted net income, calculated pursuant to article 202 of Law no. 6,404/76, to be distributed to the shareholders by way of an obligatory dividend.
Sole Paragraph – The net income balance shall be allocated by decision of the General Meeting based on a proposal by the management. Should the income reserve balance be higher than the capital stock, the General Meeting shall decide on the allocation of the paid-in capital or capital increase surplus, or in the distribution of additional dividends to the shareholders.
Article 37 – The Board of Directors may pay or credit the shareholders interest on own capital, pursuant to the legislation in force, which shall be accrued on the amount of the statutory dividend, and such amount shall be added to the dividends distributed by the Corporation.
Article 38 – The Officers may prepare interim financial statements and declare dividends under the accrued income account in these financial statements, pursuant to the legal restrictions.
Article 39 – The Officers may declare interim dividends under the accrued income account or the income reserve account in the last annual or semi-annual balance sheet approved by a meeting.
Article 40 – Pursuant to article 190 of Law no. 6,404/76, the General Meeting approving the accounts of the fiscal year may decide to distribute to the Corporation‘s managers up to ten percent (10%) of the income of the fiscal year, after the adjustments required by article 189 of Law no. 6,404/76, by way of profit sharing.
Paragraph One – The distribution of profit sharing in favor of the managers may only occur in the years in which the payment to shareholders of the minimum mandatory dividend provided for in these Articles of Incorporation is ensured.
Paragraph Two – The Board of Directors shall be in charge of establishing the criteria of profit sharing allocation to the managers.
Article 41 – The direct or indirect disposal of the Corporation‘s Controlling Interest, both by means of a single operation or through successive operations, shall be entered into under the condition pursuant to which the Acquirer of the control is required to carry out a public offering share offer of the Company’s shares owned by the other shareholders, in accordance with the terms provided for in the legislation in force and in the Regulations of the Novo Mercado, in order to ensure them a treatment equal to the one given to selling Shareholder.
Article 42 – The Corporation, its shareholders, the Managers and the members of the Statutory Fiscal Council, full and alternates, if any, shall be required to resolve, through arbitration before the Market Arbitration Chamber, pursuant to its regulations, any dispute that may arise between them, related to or arising from its condition as issuer, shareholders, Administrators and members of the fiscal council, in particular, those deriving from the provisions contained in Law 6,385/76, Law 6,404/76, in these Articles of Incorporation, in the norms issued by the National Monetary Council, the Brazilian Central Bank and the CVM, as well as in other norms usually applicable to the operation of the capital markets, in addition to those included in the Regulation of the Novo Mercado, of the other B3 Regulations and the Contract to Participate in the Novo Mercado.
Sole Paragraph – The Brazilian legislation shall be the only law applicable to any dispute, as well as to the performance, interpretation and effectiveness of the present arbitration clause. The Arbitration Court shall consist of arbitrators appointed in the form set forth in the Regulations of Arbitration. The arbitration procedure shall be held in the city of São Paulo, state of São Paulo, where the Arbitration Award shall be issued. The arbitration shall be managed by the Market Arbitration Chamber, being performed and judged according with the relevant provisions of the Arbitration Regulations.
Article 43 – The Corporation shall be liquidated pursuant to the cases provided for in the law, and the General Meeting shall be the body qualified to set forth the form of liquidation and name the liquidator and the Statutory Fiscal Council, should that be the case, which shall act during this period.
Article 44 – The Corporation shall comply with the shareholders‘ agreements filed in its headquarters, and the members of the presiding table of the General Meeting or of the meeting of the Board of Directors are expressly forbidden to accept the vote of any shareholder, who is a subscriber to the shareholders‘ agreement duly filed in the headquarters, which may be issued in disagreement with the provisions agreed upon in said agreement. In addition, the Corporation is also expressly forbidden to accept and carry out the transfer of shares and/or the pledge and/or assignment of preemptive rights to the subscription of shares and/or other securities that do not comply with the provisions of the shareholders‘ agreement and are regulated therein.