Investor Services
- 1) Where are Cielo´s shares traded?
- 2) What are Cielo´s common shares rights?
- 3) How and when does Cielo disclose its information?
- 4) How individuals not resident in Brazil can invest in Cielo shares?
- 5) How can I contact the Investor Relations Area?
- 6) Why does Cielo calculate EBITDA and Adjusted EBITDA?
1) Where are Cielo´s shares traded?
The Company´s shares are listed for trading in the Bovespa under the symbol “VNET3”. Cielo has entered into an agreement with the Bovespa to list its shares in the “Novo Mercado” the highest level of the differentiated corporate governance practices.
2) What are Cielo´s common shares rights?
The Cielo stocks assure their holders the following rights:
- the right to participate in the distribution of profits;
- the right to participate, in proportion to ownership interest in Guarani’s share capital, in the distribution of any residual assets in the event of the Company’s dissolution;
- supervise the social affairs management, as provided by law;
- the right to preemptive rights in relation to the subscription of shares, convertible debentures or subscription bonuses, except in the circumstances described in the Brazilian corporation law; and
- leaving Cielo, under the assumptions listed in the Corporations Law, as described below
Except in specific situations provided for in the Corporations Law and in its Bylaws, the Cielo‘ stockholders are entitled to participate in capital increases, proportionally their respective stocks.
According to the Bylaws, the common stocks are entitled to be included in a public offer to buy stocks, due to the Company‘s control transfer, in order to ensure them a treatment equal to that given to the alienating controlling stockholders.
While the Company is in the Novo Mercado (New Market), it cannot issue preferred capital stocks or founder shares and, for leaving the Novo Mercado, it shall carry out a public offering.
3) How and when does Cielo disclose its information
All Cielo’s material facts, earnings results and other notices to the market are published simultaneously at CVM/Bovespa and at the investor relations area of the Company’s website (www.cielo.com.br), and sent later by email to persons registered to receive this information. To receive information by e-mail please register here.
Complete financial statements are published annually on the newspapers “Diário Oficial do Estado de São Paulo” and “Valor Econômico”. Quarterly financial statements, press releases, presentations, material facts and notices to shareholders are available in the investor relations area of Cielo’s website (www.cielo.com.br). Other information about the Company also may be obtained on the website of São Paulo Stock Exchange (www.bmfbovespa.com.br) and at the Securities and Exchange Commission of Brazil - CVM (www.cvm.gov.br).
4) How individuals not resident in Brazil can invest in Cielo shares?
The investors residing outside Brazil, including institutional investors, are authorized to acquire securities, including Cielo shares, at the Brazilian stock exchanges, as long as they comply with the register requirements under Resolution nº 2,689 and CVM Instruction nº 325, of January 27, 2000, and amendments.
The investors registered under Resolution nº 2,689, except for certain circumstances, may carry out any type of transaction in the Brazilian capital market involving a security traded in the stock exchange, futures market or organized over-the-counter market. The investments in and remittances of, outside Brazil, earnings, dividends, profits or other payments related to Cielo shares are carried out through the foreign exchange market.
To become an investor registered under the provisions of Resolution nº 2,689, an investor residing outside Brazil shall:
- appoint representative in Brazil, with powers to perform actions relating to its investment;
- appoint an authorized custodian in Brazil for its investment under Resolution nº 2,689, which must be a financial institution duly authorized by the BACEN and CVM; and - through its representative, register as a non-Brazilian investor with the CVM and register the investment with the BACEN.
Securities and other financial assets held by non-Brazilian investors pursuant to CMN Resolution no 2,689 must be registered or maintained in deposit accounts or under the custody of an entity duly licensed by the BACEN or the CVM. In addition, securities trading are restricted to transactions carried out in the stock exchange or through organized over-the-counter markets licensed by the CVM.
5) How can I contact the Investor Relations Area?
Cielo’s headquarters are located at Alameda Grajaú, 219, Alphaville, Barueri, São Paulo, Brazil, and its investor relations telephone numbers are (+55 11) 2184-7930, (+55 11) 2184-7785, (+55 11) 2184-7709. Cielo’s website is www.cielo.com.br and the e-mail is ri@cielo.com.br.
Cielo S.A.
Alameda Grajaú, 219, Alphaville
Barueri - São Paulo
06454-050
www.cielo.com.br
E-mail: ri@cielo.com.br
Any questions not related to analysts and investors must be directed to Cielo´s Contact Form.
The support to shareholders of Cielo is done through any agency of Banco Bradesco S.A., whose headquarter is located at Cidade de Deus, s/n, Prédio Amarelo Velho, 2º andar, no Município de Osasco, São Paulo State. The telephone of Bradesco Bank´s Shareholders Department is + 55 11 3684-9495, fax + 55 11 3684-3811 and e-mail 4010.acecustodia@bradesco.com.br.
6) Why does Cielo calculate EBITDA and Adjusted EBITDA?
EBITDA consists of net income before income tax and social contribution, financial income (expenses) and expenses from depreciation and amortization. Cielo’s Adjusted EBITDA consists of net income before income tax and social contribution, expenses from depreciation and amortization, financial income (expenses), which, however, includes financial income, net of financial expenses related to prepayment of receivables to merchants, capital gains from the redemption of Visa Inc.’s shares for the three-month period ended March 31, 2008 and the year ended December 31, 2008, the write-off from projects related to new products and services that were discontinued because they were not economically feasible, formerly recorded as deferred assets for the year ended December 31, 2008 and the write-off of the goodwill of CBGS Ltda. and allowance for loss on goodwill of CBGS for the year ended December 31, 2008. Cielo’s EBITDA and Adjusted EBITDA are not measures recognized under Brazilian GAAP, IFRS or U.S. GAAP and should not be considered individually as an alternative to net income, as an operating performance measure or as an alternative to cash flow or as a measure of Cielo’s liquidity. Other companies may calculate their EBITDA or Adjusted EBITDA differently than Cielo does. Cielo’s EBITDA and Adjusted EBITDA present limitations that impair their use as a measure of its profitability since they do not take into consideration certain costs and expenses that result from Cielo’s business that could have a significant effect on its net income, such as financial expenses, taxes, depreciation, capital expenses and other related charges. Cielo’s uses EBITDA and Adjusted EBITDA as an additional measure to monitor its operating performance.
