PAGS 20-F DEF-14A Report Dec. 31, 2024 | Alphaminr
PagSeguro Digital Ltd.
ALPHAMINR

PAGS 20-F Report ended Dec. 31, 2024

Balance Sheet
Cash Flow
Income Statement
Debt
Name: PagSeguro Digital Ltd. CIK: 1712807 Filing Type: 20-F/A Report Date: 2024-12-31 Download URL: https://www.sec.gov/Archives/edgar/data/1712807/000162828025020599/pags-20241231.htm
TABLE OF CONTENTS
Part IItem 1. Identity Of Directors, Senior Management and AdvisersItem 2. Offer Statistics and Expected TimetableItem 3. Key InformationItem 4. Information on The CompanyItem 4A. Unresolved Staff CommentsItem 5. Operating and Financial Review and ProspectsItem 6. Directors, Senior Management and EmployeesItem 7. Major Shareholders and Related Party TransactionsItem 8. Financial InformationItem 9. The Offer and ListingItem 10. Additional InformationItem 11. Quantitative and Qualitative Disclosures About Market RiskItem 12. Description Of Securities Other Than Equity SecuritiesPart IIItem 13. Defaults, Dividend Arrearages and DelinquenciesItem 14. Material Modifications To The Rights Of Security Holders and Use Of ProceedsItem 15. Controls and ProceduresItem 16. [reserved]Item 16A. Audit Committee Financial ExpertItem 16B. Code Of EthicsItem 16C. Principal Accountant Fees and ServicesItem 16D. Exemptions From The Listing Standards For Audit CommitteesItem 16E. Purchases Of Equity Securities By The Issuer and Affiliated PurchasersItem 16F. Change in Registrant S Certifying AccountantItem 16G. Corporate GovernanceItem 16H. Mine Safety DisclosureItem 16I. Disclosure Regarding Foreign Jurisdiction That Prevents InspectionsItem 16J. Insider Trading PolicyItem 16K. CybersecurityPart IIIItem 17. Financial StatementsItem 18. Financial StatementsItem 19. Exhibits

Exhibits

1.1 Memorandum and Articles of Association of the Registrant (incorporated by reference to Exhibit 3.1 of Form F-1/A filed on January 10, 2018). 2.1 Description of Securities Registered under Section 12 of the Exchange Act(incorporated by reference to Exhibit 2.1 of Form 20-F filed on April 29, 2024). 4.1 English translation of the Agreement for the Supply of Equipment PIN pad Terminals, dated as of June 26, 2014, among PAX BR Comrcio de Equipamentos de Informtica Ltda., CIS Eletrnica Indstria e Comrcio Ltda., and Net+Phone Telecomunicaes Ltda. 4.2 English translation of the 1st Addendum to the Agreement for the Supply of Equipment, dated as of October 21, 2014, among PAX BR Comrcio de Equipamentos de Informtica Ltda., CIS Eletrnica Indstria e Comrcio Ltda., Densam da Amaznia Indstria Eletrnica Ltda., and Net+Phone Telecomunicaes Ltda. 4.3 English translation of the 6th Addendum to the Agreement for the Supply of Equipment, dated as of February 6, 2017, among PAX BR Comrcio de Equipamentos de Informtica Ltda., Transire Fabricao de Componentes Eletrnicos Ltda., and Net+Phone Telecomunicaes Ltda. 4.4 English translation of 7th Addendum to the Agreement for the Supply of Equipment, dated as of August 25, 2017, among Net+Phone Telecomunicaes Ltda., PAX BR Comrcio e Servios de Equipamentos de Informtica Ltda. and Transire Fabricao de Componentes Eletrnicos Ltda. (incorporated by reference to Exhibit 4.2 of Form 20-F filed on April 16, 2019). 4.5 English translation of 8th Addendum to the Agreement for the Supply of Equipment, dated as of November 5, 2019, among Net+Phone Telecomunicaes Ltda., PAX BR Comrcio e Servios de Equipamentos de Informtica Ltda., Transire Fabricao de Componentes Eletrnicos Ltda. and PagSeguro Internet Ltda. (incorporated by reference to Exhibit 4.3 of Form 20-F filed on April 27, 2021). 4.6 English translation of 12th Addendum to the Agreement for the Supply of Equipment, dated as of May 16, 2022, among Net+Phone Telecomunicaes Ltda., PAX BR Comrcio e Servios de Equipamentos de Informtica Ltda., Transire Fabricao de Componentes Eletrnicos Ltda.,PagSeguro Internet Ltda., Transire Fabricao de Componentes Eletrnicos Ltda. and Tec Toy S.A.(incorporated by reference to Exhibit 4.7 of Form 20-F filed on April 29, 2024).(incorporated by reference to Exhibit 4.7 of Form 20-F filed on April 29, 2024). 4.7 English translation of 13th Addendum to the Agreement for the Supply of Equipment, dated as of May 23, 2022, among Net+Phone Telecomunicaes Ltda., PAX BR Comrcio e Servios de Equipamentos de Informtica Ltda., Transire Fabricao de Componentes Eletrnicos Ltda.,PagSeguro Internet Ltda., Transire Fabricaode Componentes Eletrnicos Ltda. and Tec Toy S.A.(incorporated by reference to Exhibit 4.8 of Form 20-F filed on April 29, 2024). 4.8 English translation of 14th Addendum to the Agreement for the Supply of Equipment, dated as of September 27, 2022, among Net+Phone Telecomunicaes Ltda., PAX BR Comrcio e Servios de Equipamentos de Informtica Ltda., Transire Fabricao de Componentes Eletrnicos Ltda.,PagSeguro Internet Ltda., Transire Fabricao de Componentes Eletrnicos Ltda. and Tec Toy S.A.(incorporated by reference to Exhibit 4.9 of Form 20-F filed on April 29, 2024). 4.9 English translation of 15th Addendum to the Agreement for the Supply of Equipment, dated as of October 25, 2022, among Net+Phone Telecomunicaes Ltda., PAX BR Comrcio e Servios de Equipamentos de Informtica Ltda., Transire Fabricao de Componentes Eletrnicos Ltda.,PagSeguro Internet Ltda., Transire Fabricao de Componentes Eletrnicos Ltda. and Tec Toy S.A.(incorporated by reference to Exhibit 4.10 of Form 20-F filed on April 29, 2024). 4.10 English translation of 16th Addendum to the Agreement for the Supply of Equipment, dated as of August 22, 2022, among Net+Phone Telecomunicaes Ltda., PAX BR Comrcio e Servios de Equipamentos de Informtica Ltda., Transire Fabricao de Componentes Eletrnicos Ltda.,PagSeguro Internet Ltda., Transire Fabricacao de Componentes Eletronicos Ltda. and Tec Toy S.A.(incorporated by reference to Exhibit 4.11 of Form 20-F filed on April 29, 2024). 4.11 English translation of 18th Addendum to the Agreement for the Supply of Equipment, dated as of March 25, 2025, among Net+Phone Telecomunicaes Ltda., PagSeguro Internet Instituio de Pagamento S.A., Transire Comrcio e Servios de Equipamentos Ltda., Tec Toy S.A. and Victim Servios S.A. 4.12* License Agreement, dated as of June 18, 2015, between MasterCard International Incorporated and PagSeguro Internet Ltda., including the Acceptance Letter, dated as of June 18, 2015, from MasterCard International Incorporated to PagSeguro Internet Ltda.; the Summary of Licenses Granted, dated as of June 18, 2015; and Supplement to MasterCard License Agreement, effective as of March 11, 2015, between MasterCard International Incorporated and Pagseguro S.A. (incorporated by reference to Exhibit 10.6 of Form F-1 filed on December 26, 2017). 4.13 Amendment and Restatement to the Supplement to the License Agreement, dated as of October 7, 2020, between MasterCard International Incorporated and PagSeguro Internet S.A. (incorporated by reference to Exhibit 4.15 of Form 20-F filed on April 27, 2021). 4.14 English Translation of the Instrument for the Participation in Payment Arrangements by a Domiciled Institution (CT 03759/21), dated November 17, 2021 between BancoSeguro S.A. and Mastercard Brasil Solues de Pagamento Ltda.(incorporated by reference to Exhibit 4.15 of Form 20-F filed on April 29, 2024). 4.15* Visa Payment Arrangements Participation and Trademark License Agreement, dated as of August 24, 2015, between Visa do Brasil Empreendimentos Ltda. and PagSeguro Internet Ltda. (incorporated by reference to Exhibit 10.8 of Form F-1 filed on December 26, 2017). 4.16* First Amendment to the Visa Payment Arrangements Participation and Trademark License Agreement, dated as of July 3, 2017, between Visa do Brasil Empreendimentos Ltda. and PagSeguro Internet Ltda. (incorporated by reference to Exhibit 4.10 of Form 20-F filed on April 16, 2019). 4.17 English Translation of the Participation Agreement in Payment Arrangements by a Domiciled Institution (CT 02955/21), dated November 30, 2020 between BancoSeguro S.A. and VISA do Brasil Empreendimentos Ltda.(incorporated by reference to Exhibit 4.18 of Form 20-F filed on April 29, 2024). 4.18* Advertising Space Assignment Agreement for Insertion of Advertisements, dated as of August 1, 2015, by and between Universo Online S.A. and PagSeguro Internet Ltda., including 1st Addendum to the Advertising Space Assignment Agreement for Insertion of Advertisements, dated as of January 1, 2017 and UOL Table of Prices August 2016(incorporated by reference to Exhibit 10.9 of Form F-1 filed on December 26, 2017). 4.19 Form of Indemnification Agreement (incorporated by reference to Exhibit 10.11 of Form F-1 filed on December 26, 2017). 4.20 English translation of the Long-Term Incentive Plan Goals (LTIP-Goals) PagSeguro Internet S.A., dated as of December 18, 2018 and ratified on August 7, 2019, February 21, 2020 and January 19, 2021(incorporated by reference to Exhibit 4.23 of Form 20-F filed on April 27, 2021). 4.21 English translation of Software Development and Implantation Services Agreement, dated as of July 15, 2019, between PagSeguro Internet S.A. and Compasso Tecnologia Ltda.(incorporated by reference to Exhibit 10.3 of Form F-3/ASR filed on October 15, 2019). 4.22 45th Addendum to the Software Implementation and/or Development Services Agreement, dated as of September 12, 2024, between Compass.UOL Tecnologia Ltda and PagSeguro Internet Instituio de Pagamento S.A. 4.23 46th Addendum to the Software Implementation and/or Development Services Agreement, dated as of November 21, 2024, between Compass.UOL Tecnologia Ltda and PagSeguro Internet Instituio de Pagamento S.A. 4.24 English translation of the AWS Cloud Agreement, dated as of January 1, 2017, among UOL Diveo Tecnologia Ltda., and PagSeguro Internet S.A.(incorporated by reference to Exhibit 4.27 of Form 20-F filed on April 29, 2024). 4.25 English translation of the Instrument for Assignment of the AWS Cloud Agreement, dated as of February 4, 2021, among UOL Diveo Tecnologia Ltda., Compasso Informtica S.A. and PagSeguro Internet S.A. (incorporated by reference to Exhibit 4.33 of Form 20-F filed on April 27, 2021). 4.26 English translation of theFirst Amendment to the AWS Cloud Agreement, dated as of August 18, 2020, between UOL Diveo Tecnologia Ltda. and PagSeguro Internet S.A. (incorporated by reference to Exhibit 4.32 of Form 20-F filed on April 27, 2021). 4.27 English translation of the Second Amendment to Purchase Order No. 19-09362 (Exhibit of the AWS Cloud Agreement), dated as of April 16, 2021, between UOL Diveo Tecnologia Ltda. and PagSeguro Internet S.A.(incorporated by reference to Exhibit 4.30 of Form 20-F filed on April 29, 2024). 4.28 English translation of the Third Amendment to the AWS Cloud Agreement, dated as of September 3, 2021, between UOL Diveo Tecnologia Ltda., PagSeguro Internet S.A., Registraseguro S.A. and Compasso Informatica S.A.(incorporated by reference to Exhibit 4.31 of Form 20-F filed on April 29, 2024). 4.29 English translation of the Fourth Amendment to the AWS Cloud Agreement, dated as of October 25, 2022, between Pagseguro Internet Instituio de Pagamento S.A., Registraseguro S.A., and Compass.UOL S.A.(incorporated by reference to Exhibit 4.32 of Form 20-F filed on April 29, 2024). 4.30 English translation of the Fifth Amendment to the AWS Cloud Agreement, dated as of September 15, 2023, between Pagseguro Internet Instituio de Pagamento S.A., Registraseguro S.A., Concil Inteligncia em Conciliao S.A., PagSeguro Tecnologia Ltda., Zygo Servios de Tecnologia S.A., and Compass.UOL Informatica S.A. 4.31 English translation of the Sixth Amendment to the AWS Cloud Agreement, dated as of March 25, 2024, between Pagseguro Internet Instituio de Pagamento S.A., Concil Inteligncia em Conciliao S.A., PagSeguro Tecnologia Ltda., Zygo Servios de Tecnologia S.A., Netpos Servios de Informtica S.A., and Compass.UOL Informtica S.A. 4.32 English translation of Instrument for Assignment of the Google Cloud services Acquisition Agreement No. 2021-01439 (ES 04011/20) from UOL Diveo Tecnologia Ltda. to Compass.UOL S.A. (COSA) on March 1, 2021and First Amendment to the General Conditions of Google Cloud Acquisition No. 2021-01439 (ES 04011/20) on March 1, 2021 betweenPagSeguro Internet S.A. and UOL Diveo Tecnologia S.A. (incorporated by reference to Exhibit 4.34 of Form 20-F filed on April 27, 2021). 4.33 English translation of the Second Amendment the General Conditions of the Hiring of Google Cloud No. 2021-01439 (ES 04011/20) among Digital Services.UOL S.A. (formerly UOL Diveo Tecnologia Ltda.), Compass.UOL S.A. and PagSeguro Internet Instituio de Pagamento S.A. on December 27, 2022 (incorporated by reference to Exhibit 4.33 of Form 20-F filed on April 29, 2024). 4.34 English Translation of Service Agreement and Other Covenants, dated as of November 7, 2019, between Pagseguro Internet S.A. and Invillia Desenvolvimento de Produtos Digitais Ltda. (incorporated by reference to Exhibit 4.43 of Form 20-F filed on May 2, 2022). 4.35 English Translation of the First Amendment to the Service Agreement and Other Covenants, dated as of August 18, 2020, between Pagseguro Internet S.A. and Invillia Desenvolvimento de Produtos Digitais Ltda. (incorporated by reference to Exhibit 4.44 of Form 20-F filed on May 2, 2022). 4.36 English Translation of the Second Amendment to the Service Agreement and Other Covenants, dated as of August 20, 2020, between Pagseguro Internet S.A. and Invillia Desenvolvimento de Produtos Digitais Ltda. (incorporated by reference to Exhibit 4.45 of Form 20-F filed on May 2, 2022). 4.37 English Translation of the Third Amendment to the Service Agreement and Other Covenants, dated as of April 22, 2021, between Pagseguro Internet S.A. and Invillia Desenvolvimento de Produtos Digitais Ltda. (incorporated by reference to Exhibit 4.46 of Form 20-F filed on May 2, 2022). 4.38 English Translation of the Fourth Amendment to the Service Agreement and Other Covenants, dated as of August 13, 2021, between Pagseguro Internet S.A. and Invillia Desenvolvimento de Produtos Digitais Ltda. (incorporated by reference to Exhibit 4.47 of Form 20-F filed on May 2, 2022). 4.39 English Translation of the Fifth Amendment to the Service Agreement and Other Covenants, dated as of April 4, 2022, between Pagseguro Internet S.A. and Invillia Desenvolvimento de Produtos Digitais Ltda.(incorporated by reference to Exhibit 4.39 of Form 20-F filed on April 29, 2024). 4.40 English Translation of the Sixth Amendment to the Service Agreement and Other Covenants, dated as of August 17, 2022, between Pagseguro Internet S.A. and Invillia Desenvolvimento de Produtos Digitais Ltda.(incorporated by reference to Exhibit 4.40 of Form 20-F filed on April 29, 2024). 4.41 English Translation of the Seventh Amendment to the Service Agreement and Other Covenants, dated as of March 16, 2023, between Pagseguro Internet S.A. and Invillia Desenvolvimento de Produtos Digitais Ltda.(incorporated by reference to Exhibit 4.41 of Form 20-F filed on April 29, 2024). 4.42 English Translation of the Eighth Amendment to the Service Agreement and Other Covenants, dated as of August 23, 2023, between Pagseguro Internet S.A. and Invillia Desenvolvimento de Produtos Digitais Ltda.(incorporated by reference to Exhibit 4.42 of Form 20-F filed on April 29, 2024). 4.43 English Translation of the Ninth Amendment to the Service Agreement and Other Covenants, dated as of March 20, 2024, between Universo Online S.A., Pagseguro Internet Instituio de Pagamento S.A., UOL Cursos Tecnologia Educational Ltda., Edge.UOL Tecnologia Ltda., Ciatech Tecnologia Educacional Ltda., Wirecard Brazil S.A., Pagseguro Tecnologia Ltda., Concil Inteligncia em Conciliao S.A., and Invillia Desenvolvimento de Produtos Digitais Ltda. 4.44 English Translation of the Long-term Incentive Plan, dated as of December 20, 2021 (incorporated by reference to Exhibit 4.48 of Form 20-F filed on May 2, 2022). 4.45 English Translation oftheSoftware Implementation and/or Development Services Agreement (No. 0119/22), dated as of March 22, 2022, between Pagseguro Internet S.A. and Everymind Consultoria e Sistemas Ltda.(incorporated by reference to Exhibit 4.44 of Form 20-F filed on April 29, 2024). 4.46 English Translation ofthePAX Store License Agreement, dated as of September 19, 2022, between Pagseguro Internet Instituio de Pagamentos S.A. and PAX Technology Limited(incorporated by reference to Exhibit 4.45 of Form 20-F filed on April 29, 2024). 4.47 English translation of the Agreement for the Supply of Equipment POS Devices (CT 01725/22), dated as of December 6, 2022, among PagSeguro Internet Instituio de Pagamento S.A. and the suppliers Cal-Comp Indstria e Comrcio de Eletronicos e Informatica Ltda. and Newland Payment Tecnologia do Brasil Ltda.(incorporated by reference to Exhibit 4.46 of Form 20-F filed on April 29, 2024). 8.1 Subsidiaries of PagSeguro Digital Ltd. 11(a).1 English translation of the UOL Code of Ethics and Conduct, dated as ofOctober2023. 11(a).2 English translation of the UOL Code of Ethics and Conduct Mobbing and Sexual Harassment. 11(b) Insider Trading Policy 12.1 Certification of Ricardo Dutra da Silva, Principal Executive Officer, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 12.2 Certification of Artur Schunck, Chief Financial and Investor Relations Officer and Chief Accounting Officer, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 13.1 Certification of Ricardo Dutra da Silva, Principal Executive Officer, Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 13.2 Certification of Artur Schunck, Chief Financial and Investor Relations Officer and Chief Accounting Officer, Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 15.1 Consent of PricewaterhouseCoopers Auditores Independentes Ltda. 97 Clawback Policy(incorporated by reference to Exhibit97of Form 20-F filed on April 29, 2024).