ANTICORRUPTION POLICY
Responsible: Department of Internal Controls
Version: 01
Issue Date: 12/17/2013
Index
I.
Objective ................................................................................................... 2
II.
Initial Remarks ........................................................................................... 2
III.
Scope ........................................................................................................ 2
IV.
Concepts .................................................................................................... 2
V.
Guidelines in relation to the Anti-Corruption Act .............................................. 4
VI.
Incentive to reporting of Harmful Acts, verifiable or not, to the Public
Administration, committed by employees, Cielo administrators and other Recipients of
this Policy. ......................................................................................................... 4
VII. Penalties .................................................................................................... 5
VIII. Disclosure .................................................................................................. 6
IX.
Approvals ................................................................................................... 6
Revision History
Version:
Issue Date:
History:
01
12/17/2013
Document preparation
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Title: Anticorruption Policy
Responsible: Department of Internal Controls
Version: 01
Issue Date: 12/17/2013
I.
Objective
As a rule of corporate value "Ethics in All Relationships", also explained in the
Corporate Responsibility Policy and Code of Ethics for Employees, Managers and
outsourced service providers, suppliers and their agents Recipients of this Policy, in
accordance with the legislation in effect, Cielo reinforces its emphatic rejection and
continuous fight against corruption.
II.
Initial Remarks
2.1 Brazilian Law nº 12.846/2013 (“Anti-Corruption Act”), regulates the civil and
administrative corporate liability for harmful acts against public administrations,
either domestic or foreign, and the joint liability of Corporate and imposes strict
penalties to those who participate in acts or omissions defined as violation of
the Law.
2.2 Global Compact’s Principle 10 (www.unglobalcompact.org/) proposes that
“Businesses should work against all forms of corruption, including extortion and
bribery”. It refers to the United Nations Convention Against Corruption topic
(Medina, Mexico June 24, 2004). Passive corruption, graft, administrative
corruption, collusion in bids, crimes against the economy and tax crimes,
among others are considered forms of corruption.
2.3 Without prejudice to specific training, regulations, booklets and manuals that
will be presented timely by Cielo, with mandatory participation to all Cielo’s
employees, without exceptions, this policy is an instrument that should
guide the conduct of the Recipients of this Policy regarding prevention,
fighting and suppression on acts or omissions, by any Recipient of this
Policy, which characterize the form of active or passive corruption, and
any and all violation that might be considered harmful to the Foreign or
National Public Administration, pursuant to the Anti-Corruption Act.
III.
Scope
This policy must be known to all staff and should be followed by all Cielo’s
employees, its subsidiaries and affiliates, including its Directors (Directors, Board of
Directors and Committees members), as well as all their suppliers, their respective
employees and managers and agents linked to them, according to contract
provisions, in Brazil and abroad (hereinafter called "Recipients of this Policy").
IV.
Concepts
4.1 In order to facilitate the understanding of the legal and practical terms that
Cielo wants to fight, we present some important definitions:

Public Administration: is the set of bodies, offices and state agents as well
as other public legal persons (such as local authorities) which ensure the
satisfaction of various collective needs, such as safety, culture, health and
welfare of the people. Is the entirety of the state, at all levels (Federal, State
and Municipal) and branches (Executive, Legislative and Judicial) for the
provision of public services, the management of public assets and interests
of the community as well as their respective representatives.
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Title: Anticorruption Policy
Responsible: Department of Internal Controls
Version: 01
Issue Date: 12/17/2013

Public Officer: Anyone who represents the government, providing a public
service, being a public employee or not, being paid or not, carrying out a
temporary or permanent service. Anyone who exercises by election,
appointment, assignment, hiring any form of endowment or bond, office,
position, employment or public role, even temporarily or unpaid.

Harmful Acts: Any acts or omissions that cause direct or indirect harm to
the interest and/or public assets over of the interests of third parties that is
contrary to the principles of Public Administration (e.g., impersonality,
morality, efficiency, legality and publicity) and international commitments
undertaken by Brazil.

Ethics Channel: Cielo’s Ethics Channel is available to employees, suppliers
or any third party so they may provide complaint or information about
conduct that they consider potentially offensive or contrary to the Company’s
values or the legislation, including the Anti-Corruption Act.

Code of Ethics: It is the set of rules, periodically updated by Cielo, whereby
the Company enforces, before its employees, directors, third-parties and
suppliers, the respect for its values and the prohibition to acts that tend to
disregard ethics, company’s values or legislation in force, including the AntiCorruption Act.

CNEP – Cadastro Nacional de Empresas Punidas (National Register of
Penalized Companies): is the register that gathers and publicizes the
sanctions imposed by agencies or entities of the Executive, Legislative and
Judicial.

Corruption: is the act or effect of corrupting herself/himself, offering
something to a Public Officer for the purpose of obtaining an undue
advantage for herself/himself or for another.

Bidding: is the mandatory formal administrative procedure for hiring
services or acquisition of products by the entities of the direct or indirect
Public Administration. In Brazil, the bidding process by entities making use of
public funds, is governed by the laws 8.666/93 and 10.520/02.

Strict liability of Legal Entities: is the accountability of Legal Entities for
Harmful Acts committed in their interest or benefit and/or third parties’,
exclusive or not, regardless of negligence (intent) or blame of its employees,
officers or directors.

Administrative penalties for convicted Legal Entities: penalties
provided in the Act to the company held responsible for the practice of
harmful acts. Penalties are:
o Administrative Fine, in the amount ranging from 0.1% to 20% of the
responsible Company’s gross revenue, excluding taxes. If, however,
authorities are unable to assess the gross revenues, an alternative fine
applies, which ranges from R$6,000.00 to R$60,000,000.00;
o Extraordinary Publication of the conviction in general circulation media in
the place of violation or, failing that, on publication of national circulation,
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Title: Anticorruption Policy
Responsible: Department of Internal Controls
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as well as by posting public notice for minimum period of 30 days, on the
premises, visibly to the public and on the company web site;
o Forfeiture of property, rights or values obtained with the violation;
o Suspension or partial interruption of the company’s activities;
o Compulsory dissolution of the legal entity;
o Companies may also be banned from receiving government assistance, in
the form of incentives, subsidies, grants, loans or donations for a period
ranging from one to five years.
V. Guidelines in relation to the Anti-Corruption Act
5.1.
Cielo does not adopt, encourage nor allow any conduct that would
constitute or result in harmful acts to the Public Administration, domestic or
foreign, as provided in the Anti-Corruption Act, such as exemplarily:

Promising, offering or giving an undue advantage, directly or indirectly, to a
public official or a related third party (ex. relatives, friends, etc);

Financing, subsidizing or otherwise sponsoring unlawful acts;

Utilizing a person or entity as an intermediary to conceal their real interests
or the identity of the beneficiaries of the act;;

Frustrate, prevent or defraud, by making adjustments or through other
means, the performance of any act of public bidding or related contract;

Remove or attempt to remove the bidder by fraud or by offering advantage
of any kind;

Create, fraudulently or irregularly, a legal entity in order to bid for public
contracts or to enter into administrative contract;

Fraudulently obtain undue advantages or benefits, modifications or
extensions of government contracts without authorization under the law, in
the act of public bidding announcement or in the corresponding contractual
instruments;

Manipulate or defraud the economic and financial balance of the public
contracts entered into with the government;

Obstructing or interfering with the investigation or prosecution of entities or
government officials, or intervening in its operations, including in the
context of regulatory agencies and supervisory bodies of the national
financial system.
VI. Incentive to reporting of Harmful Acts, verifiable or not, to the Public
Administration, committed by employees, Cielo administrators and other
Recipients of this Policy.
6.1.
Cielo encourages and supports, in an unlimited way, filing complaints on any
act or omission that might configure transgression to the Code of Ethics or to
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Title: Anticorruption Policy
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the legislation, including the Anti-Corruption Act, pledging to investigate,
punish and/or inform the competent authorities, as precisely as possible, any
deviations informed.
6.2.
The complaint about the performance of acts or omissions that, in the best
judgment and knowledge of the complainant, may constitute violation of the
Code of Ethics or to the legislation should preferably be made through the
Ethics Channel, not excluding any medium or channel available to the
complainant, given the impossibility of accessing said Channel.
6.3.
All persons mentioned in item III "Scope" of this Anticorruption Policy should,
whenever they have evidence or knowledge of the act or omission harmful to
the legislation , register the complaint in the Ethics Channel or formalize in
the best way possible, any and all any suspicion or evidence of practice
forbidden by the Anti-Corruption Act:

VII.
Such complaints will be received anonymously by the Ethics Channel and
will be dealt in a confidential manner. The administration of such
complaints is done by an independent company and ascertainment of the
records should be initially managed by Cielo’s Internal Audit Department,
subject to notification and collaboration with other competent
authorities, as it becomes necessary.
6.4.
It is desirable that all complaints registered with the Ethics Channel are
completed with the names and/or personal information, if any, of all persons
alleged to have participated in the harmful act, which contribute to the
investigation and accountability of individuals who have committed or
contributed to the performance of the act or omission, as well as possible
clues or evidence of authorship.
6.5.
In case of doubt whether any fact is or is not a harmful act to the Public
Administration, the Recipients of this Policy may consult or complain to the
Ethics Channel, as appropriate, for review and clarification.
Penalties
7.1.
Cielo will seek, whenever possible and within the best due diligence, to
individualize and particularize the conducts that may be classified as a crime
punishable under the Anti-Corruption Act, informing and collaborating with
the competent authorities for full investigation and accountability of the
involved individuals.
7.2.
The responsibility of the Recipients of this Policy will also be assessed and, if
confirmed, they shall be held personally accountable for the crimes
committed, in accordance with the Act, and also for the eventual
compensation for damages suffered by Cielo due to the commission of such
acts.
7.3.
Recipients of this Policy who have done harmful act and also those who have
knowledge of its practice, but have omitted themselves, will be held liable.
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Title: Anticorruption Policy
Responsible: Department of Internal Controls
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7.4.
VIII.
IX.
Without prejudice to the legal penalties mentioned in item 7.2 above and
also those arising out of the work and/or services contract, the employee or
member of the Recipients of this Policy shall also be liable for any damages
caused to Cielo and/or third parties, including to the Public Administration.
Disclosure
8.1.
All Recipients of this Policy will be made aware of this Policy and its
respective updates, without exception, at least annually, and may be shorter
if necessary to do so.
Approvals
____________________________________
Rômulo de Mello Dias
CEO
_____/_____/_____
________________________________________
Roberto Dumani
Executive Vice President of Organizational
Development
_____/_____/_____
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Title: Anticorruption Policy
Responsible: Department of Internal Controls
Version: 01
Issue Date: 12/17/2013
_______________________________________
Dilson Tadeu da Costa Ribeiro
Executive Vice President of Products
and New Business
_____/_____/_____
________________________________________
Claudio Eduardo Vianna de Oliveira
Executive Vice President for
Major Accounts
_____/_____/_____
_______________________________________
Eduardo Chedid Simões
Executive Vice President for
Retail Business
_______________________________________
Plínio Cardoso da Costa Patrão
Executive Vice President of Technology and
Operations
_____/_____/_____
_____/_____/_____
_______________________________________
Manoel Pinto de Souza Júnior
Executive Vice President of Institutional
Relations
_______________________________________
Clovis Poggetti Junior
_____/_____/_____
_____/_____/_____
_____________________________________
Eduardo Magalhães da Costa
_____________________________________
Carlos Renato Xavier Pompermaier
Internal Control Officer
_____/_____/_____
Executive Vice President for Finance and IR
Legal Officer
_____/_____/_____
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