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As filed with the Securities and Exchange Commission on April 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2023
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to .
OR
☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report
For the fiscal year ended December 31, 2023
Commission file number: 333-260701
Inter & Co, Inc.
(Exact Name of Registrant as specified in its charter)
The Cayman Islands
(Jurisdiction of incorporation or organization)
Av Barbacena, 1.219, 22nd Floor
Belo Horizonte, Brazil, ZIP Code 30 190-131
Telephone: +55 (31) 2138-7978
(Address of principal executive offices)
Santiago Horacio Stel
Chief Financial Officer
ir@inter.co
Securities registered or to be registered pursuant to Section 12(b) of the Act:
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| Title of Each Class |
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Trading Symbol |
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Name of Each Exchange on Which Registered |
| Class A common shares, par value of US$0.0000025 per share |
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INTR |
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The NASDAQ Global Select Market |
Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
Class A common shares
The number of outstanding shares of each class of stock of Inter & Co, Inc. as of December 31, 2023 was: 117,037,105 Class B common shares, each with par value of US$0.0000025 285,153,435 Class A common shares, each with par value of US$0.0000025 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growth company. See definition of “large accelerated filer,” “accelerated filers,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.(Check one):]
Large Accelerated Filer ☒
Emerging Growth company ☐
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
International Financial Reporting Standards as issued by the International Accounting Standards Board ☒
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
TABLE OF CONTENTS
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| PART II |
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ITEM 16K. CYBERSECURITY |
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| PART III |
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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS |
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PRESENTATION OF FINANCIAL AND OTHER INFORMATION
Unless otherwise indicated or the context otherwise requires, all references to “Inter&Co,” “Inter,” the “Company,” “we,” “our,” “ours,” “us” or similar terms refer to Inter&Co, Inc., together with its subsidiaries (including Banco Inter S.A. and its subsidiaries); all references to “Banco Inter” refer to Banco Inter S.A., a Brazilian corporation and its subsidiaries; all references to our “controlling shareholder” are to Mr. Rubens Menin Teixeira de Souza and/or Costellis International Limited or any other vehicle through which Mr. Rubens Menin Teixeira de Souza holds his equity interest in Inter&Co, as applicable.
The term “Brazil” refers to the Federative Republic of Brazil and the phrase “Brazilian government” refers to the federal government of Brazil. “Central Bank” refers to the Brazilian Central Bank (Banco Central do Brasil).
Financial Statements
Unless otherwise noted, the consolidated financial information contained in this annual report is derived from our audited consolidated financial statements as of December 31, 2023 and 2022 and for each of the years in three-year period ended December 31, 2023, included elsewhere in this annual report, or the Audited Financial Statements.
Our Audited Financial Statements have been prepared in accordance with International Financial Reporting Standards, or IFRS, issued by the International Accounting Standards Board (IASB).
In the presentation of the information in the financial statements, Inter & Co has reclassified certain prior year balances to conform to current year presentation.
Financial Information
Inter&Co is a holding company incorporated on January 26, 2021, as a Cayman Islands exempted company with limited liability duly registered with the Cayman Islands Registrar of Companies.
Banco Inter was a publicly held company with equity securities listed on B3 from April 2018 through June 23, 2022, when Inter &Co and Banco Inter completed a corporate reorganization as an immediate result of which Inter&Co became the indirect owner of all shares of Banco Inter. The ultimate shareholders of Banco Inter were the same before and after this corporate reorganization (except for some shareholders that opted to receive a cash out payment), however our controlling shareholder received Class B common shares, which are entitled to 10 votes per share while all other shareholders received Class A common shares, which are entitled to 1 vote per share. Inter&Co accounted for this corporate reorganization as a reorganization of entities under common control, and the pre-reorganization historical values of Banco Inter’s consolidated assets and liabilities are reflected in Inter&Co’s consolidated financial statements. As a result, the Audited Financial Statements reflect:
•The historical consolidated operating results, and cash flows of Banco Inter (as predecessor) for all dates and periods prior to May 7, 2021.
•Inter&Co and its consolidated subsidiaries (including Banco Inter) operating results and cash flows from May 7, 2021.
•As the statutory equity reserves of Banco Inter are no longer applicable to Inter&Co, these statutory reserves were transferred to the retained earnings account on May 7, 2021, the date of the initial reorganization.
•The recognition of non-controlling interest on June 23, 2022, relating to the transfer from non-controlling interest to equity of the Company of the Banco Inter shareholders that exchanged their Banco Inter shares to shares or BDRs of the Company and the payment of a total of R$ 1,145.3 million to shareholders of Banco Inter who opted to receive cash in lieu of shares of the Company (instead of shares and BDRs of the Company).
•The consolidated financial position of Inter&Co, Inc. as of December 31, 2023 and December 31, 2022.
•The consolidated operating results and cash flows of Inter&Co, Inc. for the years ended on December 31, 2023 and 2022 and from the period from May 7, 2021 to December 31, 2021
•The contribution of Banco Inter consolidated assets and liabilities at book value on May 7, 2021;
This financial information should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our Audited Financial Statements, including the notes thereto, included in this annual report.
Currency Information
We maintain our books and records in reais, which is the functional currency of all of our material operating entities as well as our reporting currency.
All references herein to the “real,” “reais” or “R$” are to the Brazilian real, the official currency of Brazil. All references to “U.S. dollars,” “dollars” or “US$” are to U.S. dollars, the official currency of the United States of America. Solely for the convenience of the reader (unless otherwise stated), we have translated certain amounts included in “Summary Consolidated Financial Information and Other Data,” and elsewhere in this annual report from reais into U.S. dollars using the selling rate as reported by the Central Bank as of December 31, 2023, of R$ 4.8407 to US$1.00. The real/U.S. dollar exchange rate fluctuates widely, and the selling rate as of December 31, 2023, may not be indicative of future exchange rates. See “Item 5. Operating and Financial Review and Prospects ― A. Operating Results ― Exchange Rates” for information regarding historical exchange rates for the Brazilian currency.
The U.S. dollar equivalent information presented in this annual report is provided solely for the convenience of investors and should not be construed as implying that the amounts in reais represent, or could have been or could be converted into, U.S. dollars at such rates or at any other rate.
Market and Other Information
This annual report contains information, including statistical and other information relating to the industry in which we operate, obtained from reports prepared by independent consultants, governmental agencies and general publications, including the Central Bank, the Brazilian Institute of Geography and Statistics (Instituto Brasileiro de Geografia e Estatística), or IBGE, the Getúlio Vargas Foundation (Fundação Getúlio Vargas), or FGV, B3 – Balcão B3, or CETIP, Focus Economics, the U.S. Census Bureau and the Brazilian Federation of Banks (Federação Brasileira de Bancos), or FEBRABAN.
Industry publications generally state that the information they include has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. Although we have no reason to believe any of this information or these reports are inaccurate in any material respect and believe and act as though they are reliable, neither we nor our agents have independently verified them. Governmental publications and other market sources, including those referred to above, generally state that their information was obtained from recognized and reliable sources, but the accuracy and completeness of that information is not guaranteed. In addition, the data that we compile internally and our estimates have not been verified by an independent source. None of the publications, reports or other published industry sources referred to in this annual report were commissioned by us or prepared at our request. We have not sought or obtained the consent of any of these sources to include such market data in this annual report.
Special Note Regarding Non-GAAP financial measures
We use certain Non-GAAP financial measures to analyze our financial and operational performance, as well as a basis for administrative decisions, including in connection with our analysis of our operational and financial performance and our evaluation of our liquidity. We include certain Non-GAAP financial measures to provide a more comprehensive understanding of our financial and operational performance. These metrics offer a basis for administrative decisions while enabling stakeholders to evaluate the Company's performance. By supplementing GAAP financial measures with additional Non-GAAP financial measures, we can present a more comprehensive representation of the company's financial performance.
Non-GAAP financial measures have limitations as analytical tools, and you should not consider them in isolation. There is no standard definition for any of these indicators and our definition of these measures may differ from the definition used by other companies. Gross Loan Portfolio, Selling, General and Administrative, or SG&A, Efficiency Ratio, Return On Average Equity, or ROAE, Cost of Risk, Net Fee Revenue, Net Fee Revenue/SG&A, Fee Revenue Ratio, Funding, Cost of Funding, Total Gross Revenue, Interest-Earning Portfolio, Net Interest Margin, or NIM, and Net Interest Margin Excluding Credit Card Transactor Portfolio, or NIM Excluding Credit Card Transactor Portfolio, each a Non-GAAP financial measure, are not measures of financial performance or liquidity under IFRS and should not be considered as an alternative to other indicators of our operating performance, cash flows or any other measure of performance derived in accordance with IFRS. Non-GAAP financial measures should be viewed as supplemental to, and not a substitute for, our Financial Statements prepared in accordance with IFRS. Because this financial information is not prepared in accordance with IFRS, investors are cautioned not to place undue reliance on this information.
Gross Loan Portfolio
We define Gross Loan Portfolio as the sum of loans and advances to customers and loans to financial institutions. We believe that adding loans and advance to customers and loans to financial institutions provides us with a complete view of our portfolio balance because loans to financial institutions are related to anticipation of credit card receivables, which are credit operations. We use this Non-GAAP financial measure to monitor the evolution of our credit portfolio. See below a reconciliation of the Gross Loan Portfolio:
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|
|
12/31/2023 (in thousands of R$) |
|
12/31/2022 (in thousands of R$) |
| Loans and advances to customers, net of provisions for expected loss |
27,900,543 |
|
|
21,379,916 |
|
| Provision for expected loss |
1,883,758 |
|
|
1,318,412 |
|
| Loans to financial institutions |
1,236,536 |
|
|
1,845,665 |
|
| Gross Loan Portfolio |
31,020,837 |
|
|
24,543,993 |
|
Selling, General and Administrative or SG&A
SG&A is defined as the sum of our personnel expenses, administrative expenses and depreciation and amortization. We use this Non-GAAP financial measure as a component of Efficiency Ratio and Net Fee Revenue/SG&A, which are other Non-GAAP financial measures we use. The table below sets forth a reconciliation of this Non-GAAP financial measure for the years ended December 31, 2022, and 2023:
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|
12/31/2023 (in thousands of R$, except %) |
|
12/31/2022 (in thousands of R$, except %) |
| Personnel expenses |
790,739 |
|
|
733,605 |
|
| Administrative expenses |
1,461,348 |
|
|
1,494,484 |
|
| Depreciation and amortization |
160,440 |
|
|
163,972 |
|
| SG&A |
2,412,527 |
|
|
2,392,061 |
|
Efficiency Ratio
Efficiency Ratio is our SG&A divided by the revenues less tax expenses. For purpose of this measure, we deduct tax expenses from revenues as we consider these taxes to be an inherent cost of providing our services. We use this Non-GAAP financial measure to monitor the evolution of our primary expenses in relation to revenues less tax expenses.
The table below set forth a reconciliation of this Non-GAAP financial measure for the periods indicated:
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|
12/31/2023 (in thousands of R$, except %) |
|
12/31/2022 (in thousands of R$, except %) |
| SG&A |
2,412,527 |
|
|
2,392,061 |
|
| Revenues |
5 |
|
|
3,562,697 |
|
| Tax expenses |
(326,584) |
|
|
(248,588) |
|
| Revenues less tax expenses |
4,425,992 |
|
|
3,314,109 |
|
| Efficiency Ratio |
54.5 |
% |
|
72.2 |
% |
Return On Average Equity or ROAE
We calculate ROAE as profit for the year divided by average equity, which is calculated as total equity as of the end of the year plus total equity as of the end of the prior year divided by two. ROAE is a measure of profitability that represents the profit that we are able to generate using our shareholders’ resources. Our management uses ROAE to guide its actions in attempting to maximize our returns. The table below set forth our ROAE for the years indicated:
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As of and for 12/31/2023 (in thousands of R$, except %) |
|
As of and for 12/31/2022 (in thousands of R$, except %) |
| Profit / (loss) for the year |
352,260 |
|
|
(14,079) |
|
| Total equity |
7,596,691 |
|
|
7,089,104 |
|
| Total equity as of the end of the prior year |
7,089,104 |
|
|
8,449,784 |
|
| Average equity |
7,342,898 |
|
|
7,769,444 |
|
| ROAE |
4.8 |
% |
|
(0.2) |
% |
Cost of Risk
We calculate Cost of Risk as impairment losses on financial assets divided by average Gross Loan Portfolio, which is calculated as Gross Loan Portfolio as of the end of the applicable year plus Gross Loan Portfolio as of the end of the prior year divided by two. We believe that Cost of Risk provides us a useful view on our materialized risk of credit as a proportion of our overall credit portfolio. We use Cost of Risk to monitor our credit losses in relation to our credit portfolio.
The table below set forth our Cost of Risk for the periods indicated:
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|
12/31/2023 (in thousands of R$, except %) |
|
12/31/2022 (in thousands of R$, except %) |
| Impairment losses on financial assets |
(1,541,584) |
|
|
(1,083,237) |
|
| Gross Loan Portfolio |
31,020,837 |
|
|
24,543,993 |
|
| Gross Loan Portfolio as of the end of the prior year |
24,543,993 |
|
|
17,514,466 |
|
| Average Gross Loan Portfolio |
27,782,415 |
|
|
21,029,230 |
|
| Cost of Risk |
5.5 |
% |
|
5.2 |
% |
Net Fee Revenue and Net Fee Revenue / SG&A
We define Net Fee Revenue as net revenues from services and commissions less expenses from services and commissions plus other revenues. Net Fee Revenue represents our revenue from our non-credit-related operations. We use Net Fee Revenue as a component of Net Fee Revenue/SG&A and Fee Revenue Ratio, which are other Non-GAAP financial measures.
We define Net Fee Revenue/SG&A as Net Fee Revenue divided by SG&A. Net Fee Revenue/SG&A represents our ability to cover our primary expenses with the revenue from our non-credit-related operations. We use this measure to monitor the growth and profitability of our non-credit-related operations.
The table below set forth our Net Fee Revenue and Net Fee Revenue/SG&A for the years indicated:
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|
12/31/2023 (in thousands of R$, except %) |
|
12/31/2022 (in thousands of R$, except %) |
| Net revenues from services and comissions |
1,304,382 |
|
|
968,039 |
|
| Expenses from services and comissions |
(135,582) |
|
|
(129,233) |
|
| Other revenues |
375,688 |
|
|
388,462 |
|
| Net Fee Revenue |
1,544,488 |
|
|
1,227,268 |
|
|
|
|
|
| SG&A |
2,412,527 |
|
|
2,392,061 |
|
| Net Fee Revenue / SG&A |
64.0 |
% |
|
51.3 |
% |
Fee Revenue Ratio
We define Fee Revenue Ratio as Net Fee Revenue divided by revenues. Fee Revenue Ratio represents the breakdown of our revenues between revenues deriving from credit operations and revenues deriving from other revenue streams. We use Fee Revenue Ratio to monitor our ability to expand our non-credit operations.
The table below set forth our Fee Revenue Ratio for the years indicated:
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|
12/31/2023 (in thousands of R$, except %) |
|
12/31/2022 (in thousands of R$, except %) |
| Net Fee Revenue |
1,544,488 |
|
|
1,227,268 |
|
| Revenues |
4,752,576 |
|
|
3,562,697 |
|
| Fee Revenue Ratio |
32.5 |
% |
|
34.4 |
% |
Funding
We define Funding as the sum of liabilities with customers, securities issued, securities sold under agreements to repurchase, interbank deposits, and borrowing and onlending. We use Funding to monitor the effectiveness of our client-focused initiatives to deposit funds with us or acquire bank securities we issued through our platform. The table below contain a reconciliation of Funding as of the dates indicated.
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12/31/2023 (in thousands of R$) |
|
12/31/2022 (in thousands of R$) |
| Liabilities with customers |
32,651,620 |
|
|
23,642,804 |
|
| Securities issued |
8,095,042 |
|
|
6,202,165 |
|
| Securities sold under agreements to repurchase |
1,011,092 |
|
|
1,902,873 |
|
| Interbank deposits |
1,647,866 |
|
|
732,528 |
|
| Borrowing and onlending |
107,412 |
|
36,448 |
| Funding |
43,513 |
|
32,517 |
Cost of Funding
We define Cost of Funding as interest expenses divided by average Funding, which is calculated as Funding as of the end of the applicable year plus Funding as of the end of the prior year, divided by two. Cost of Funding represents the average interest rate we pay in connection with our Funding. We use Cost of Funding to monitor our ability to maintain a cost-effective funding base and as a proxy of our expenses to obtain funds for our operations.
The table below set forth our Cost of Funding for the years indicated:
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12/31/2023 (in thousands of R$, except %) |
|
12/31/2022 (in thousands of R$, except %) |
| Interest expenses |
2,887,573 |
|
|
1,972,850 |
|
| Funding |
43,513,032 |
|
|
32,516,818 |
|
| Funding as of the end of the prior year |
32,516,818 |
|
|
23,043,717 |
|
| Average funding |
38,014,925 |
|
|
27,780,268 |
|
| Cost of Funding |
7.6 |
% |
|
7.1 |
% |
Total Gross Revenue
We define Total Gross Revenue as the sum of interest income, net revenues from services and commissions, cashback expenses, Inter Loop, other revenues, income from securities and derivatives. Total Gross Revenues represents our total revenues without considering any expenses or other deductions. Cashback expenses and Inter Loop are added when calculating Total Gross Revenue because net revenue from services and commissions is presented net of cashback expenses and Inter Loop in the financial statements. We use Total Gross Revenue as a measure to evaluate the effect of our cashback and other similar discount initiatives in our ability to generate Gross Revenue.
The table below set forth our Total Gross Revenue for the periods indicated:
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12/31/2023 (in thousands of R$) |
|
12/31/2022 (in thousands of R$) |
| Interest income |
4,549,827 |
|
|
2,802,658 |
|
| Net revenues from services and commissions |
1,304,382 |
|
|
968,039 |
|
| Cashback expenses |
236,482 |
|
|
321,438 |
|
| Inter Loop |
66,571 |
|
|
— |
|
| Other revenues |
375,688 |
|
|
388,462 |
|
| Income from securities and derivatives |
1,545,835 |
|
1,505,621 |
| Total Gross Revenue |
8,079 |
|
5,986 |
Interest-Earning Portfolio
We define Interest-Earning Portfolio as the sum of amounts due from financial institutions net of provisions for expected loss, securities, derivative financial assets and loans and advances to customers, net of provisions for expected loss. Interest earning portfolio represents the total amount of our assets which generate interest or that have generated interest in some other way in connection with our banking operations (e.g., anticipation of credit card receivables through loans to financial institutions). We use interest earning portfolio as a component of NIM and NIM Excluding Credit Card Transactor Portfolio, each also a Non-GAAP financial measure.
The table below contain a reconciliation of interest earning portfolio as of the dates indicated.
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12/31/2023 (in thousands of R$) |
|
12/31/2022 (in thousands of R$) |
| Amounts due from financial institutions, net of provisions for expected loss |
3,718,506 |
|
|
4,258,856 |
|
| Securities |
16,868,112 |
|
|
12,448,565 |
|
| Derivative financial assets |
4,238 |
|
|
— |
|
| Loans and advances to customers, net of provisions for expected loss |
27,900,543 |
|
|
21,379,916 |
|
| Interest Earning Portfolio |
48,491 |
|
38,087 |
Net Interest Margin (NIM)
We calculate NIM as net interest income and income from securities and derivatives divided by the average of interest earning portfolio, which is calculated as interest-earning portfolio as of the end of the applicable year plus interest earning portfolio as of the end of the prior year divided by two.
NIM represents our ability to generate interest income and income from securities and derivatives from our interest earning portfolio. We use NIM to monitor the efficacy of our initiatives to increase our interest-earning potential. The tables below present a reconciliation of our NIM for the periods indicated.
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|
12/31/2023 (in thousands of R$, except %) |
|
12/31/2022 (in thousands of R$, except %) |
| Net interest income and income from securities and derivatives |
3,208,088 |
|
|
2,335,429 |
|
| Interest Earning Portfolio |
48,491,399 |
|
|
38,087,337 |
|
| Interest Earning Portfolio as of the end of the prior year |
38,087,337 |
|
|
31,431,927 |
|
| Average Interest Earning Portfolio |
43,289,368 |
|
|
34,759,632 |
|
| NIM |
7.4 |
% |
|
6.7 |
% |
NIM Excluding Credit Card Transactor Portfolio
We calculate NIM excluding credit card transactor portfolio as net interest income and income from securities and derivatives divided by the average of Interest Earning Portfolio less credit card transactor portfolio, which is calculated as Interest Earning Portfolio less credit card transactor portfolio, each as of the end of the applicable year, plus Interest Earning Portfolio less credit card transactor portfolio, each as of the end of the prior year, divided by two. The credit card transactor portfolio refers to the credit card portfolio who pay off their credit card balances in full each month. Those clients do not accrue interest.
NIM excluding credit card transactor portfolio represents our ability to generate interest income from our asset portfolio. Credit card transactor portfolio relates to the balance of payments we received made with credit cards, which would only generate interest in case of a default by the credit card issuer. We exclude credit card transactor portfolio in this Non-GAAP financial measure as we do not expect any such default to occur given how the credit card payment system functions. We use NIM excluding credit card transactor portfolio to monitor the efficacy of our initiatives to increase our interest-earning potential.
The tables below present a reconciliation of our NIM excluding credit card transactor portfolio for the periods indicated.
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|
12/31/2023 (in thousands of R$, except %) |
|
12/31/2022 (in thousands of R$, except %) |
| Net interest income and income from securities and derivatives |
3,208,088 |
|
|
2,335,429 |
|
| Interest Earning Portfolio |
48,491,399 |
|
|
38,087,337 |
|
| Credit card transactor portfolio |
(7,490,011) |
|
|
(5,411,798) |
|
| Interest Earning Portfolio less credit card transactor portfolio |
41,001,388 |
|
|
32,675,539 |
|
| Interest earning portfolio as of the end of the prior year |
38,087,337 |
|
|
31,431,927 |
|
| Credit card transactor portfolio as of the end of the prior year |
(5,411,798) |
|
|
(4,122,313) |
|
| Interest Earning Portfolio less credit card transactor portfolio as of the end of the prior year |
32,675,539 |
|
|
27,309,614 |
|
| Average interest earning portfolio less credit card transactor portfolio |
36,838,464 |
|
|
29,992,577 |
|
| NIM Excluding Credit Card Transactor Portfolio |
8.7 |
% |
|
7.8 |
% |
Rounding
Certain percentages and other amounts included in this annual report have been rounded for ease of presentation. Accordingly, figures shown as totals in certain tables may not be an arithmetical aggregation of the figures that precede them.
Certain Performance Metrics
In this annual report, we present the indicators of our performance described below. There is no standard definition for any of these indicators and our definition of these measures may differ from the definition used by other companies.
•Active clients. We define an active client as a client at any given date that was the source of any amount of revenue for us in the preceding three months, or/and a client that used products that do not generate revenues in the preceding three months (e.g.: pix, wire transfers, etc.). For Inter Insurance, we calculate the number of active clients for our insurance brokerage operations as the number of beneficiaries of insurance policies effective as of a particular date. For Inter Invest, we calculate the number of active clients as the number of individual accounts that have invested on our platform over the applicable period. We believe that active clients, as it reflects the number of clients with a certain engagement threshold, provides us useful insight on our capacity to retain the interest of previously acquired clients. We use this metric to monitor the effect of our client-focused initiatives.
•Average clients with three or more products. We calculate this metric as the number of active clients as of that a given date that used three or more of our products of our products divided by the total number of active clients as of that same date. To calculate the number of products our client uses, we divided our product portfolio in 73 distinct products (including products consisting of groups of features), such as transactional banking services (PIX + wire transfers + withdrawal), shopping purchases, credit card transactions, and others. We use this metric to monitor the cross selling capabilities across the Financial Super App.
•AUC. We calculate assets under custody, or AUC, at a given date as the market value of all retail clients’ assets invested through our investment platform as of that same date. We believe that AUC, as it reflects the total volume of assets invested in our investment platform without accounting for our operational efficiency, provides us useful insight on the appeal of our platform. We use this metric to monitor the size of our investment platform.
•AUC per active clients. We calculate the AUC per active clients as the AUC at a given date divided by the number of active clients as of the same date. We believe that AUC per active client provides us useful insight on the appeal and usage of our investments products isolated from changes in our number of clients. We use this metric to monitor the size of our investment platform.
•Card + PIX TPV. We calculate Card + PIX Total Payment Volume (TPV) as PIX, debit and credit cards and withdrawal transacted volumes of a given period. PIX is a Central Bank of Brazil solution to bring instant payments among banks and financial institutions in Brazil. We believe that Card+PIX TPV provides us useful insight on the appeal of our payment products and the usage of your digital checking account. We use this metric to monitor the effect our client-focused initiatives have on our ability to generate client engagement on our payment products.
•Card + PIX TPV per active client. We calculate Card + PIX Total Payment Volume (TPV) per active client as the Card+PIX TPV for a given period divided by the number of active clients as of the last day of the period. We also present Card+PIX TPV per active client on a client cohort basis, in which case we consider the Card+PIX TPV for a given period of only clients of a given cohort divided by the number of active clients of that same cohort as of the last day of the period. We believe that Card+PIX TPV per active client provides us useful insight on the appeal of our payment products and the usage of your digital checking account isolated from changes in our number of clients, and how the appeal of our payment products and the usage of your digital checking account varies depending on the length of a client’s relationship with us (without accounting for clients of that cohort who are no longer have an active relationship with us). We use this metric to monitor the effect our client-focused initiatives have on our ability to generate client engagement on our payment products.
•CAC. Client acquisition cost, or CAC, represents our managerial estimate of the average cost of adding a new client to our platform, considering operating expenses for opening an account, such as onboarding personnel, embossing and sending cards, and digital marketing expenses with a focus on client acquisition, divided by the number of accounts opened in the quarter. We use CAC to monitor our costs and ability to efficiently grow our number of clients.
•Client cohort. We aggregate customers in cohorts defined by the first date of contact with Inter as a client, such as: date of account opened, or credit contract signing, first purchase at Inter Shop, etc. We believe that analyzing our clients by cohorts provides us useful insight on the evolution of our clients and our ability to retain and monetize our clients in the long-term. We use client cohorts together with other metrics to analyze a certain aspect of their relationship with us (depending on the metric used).
•GMV. We calculate the gross merchandise value, or GMV, for a given period as the total value of all sales made or initiated through our Inter Shop platform managed by Inter Shop (defined below). We believe that GMV provides us useful insight on the size of our Inter Shop platform, as it reflects the total volume of transactions in our Inter Shop platform without accounting for our operational efficiency. We use this metric to monitor the effect our client-focused initiatives have on our ability to generate revenue from Inter Shop.
•Primary banking relationship. For purposes of this metric, we define a client with primary banking relationship with us on a given period as a client who has 50% or more of their income after tax for that period flowing to their bank account with us during the month. We gather the income after tax data once a year with a non-mandatory customer profile update. We use the most recent data provided by the client. To determine the percentage of clients with a primary banking relationship with us, we divide the number of clients with primary banking relationship with us cohorts of a given period by the total number of accounts as of the last day of the same period. We also analyze the percentage of clients with primary banking relationship on a client cohort basis, in which case we divide the number of clients of a given client cohort with primary banking relationship with us as of a given period by the total number of accounts held by client of that same cohort as of the last day of the same period. We believe that primary banking relationship provides us useful insight on the attractiveness of our banking products. We use this metric to monitor our ability to attract and retain clients in our financial-services business vertical.
•Take rate. We calculate take rate for a given period as the aggregate value of the fee we charge on transactions performed by a third-party seller or service provider at Inter Shop platform (end-to-end or at an affiliate partner platform originated via Inter) divided by the GMV at the same period. We use take rate to monitor our overall ability to monetize our platform to third-party sellers and service providers in our Inter Shop platform.
FORWARD-LOOKING STATEMENTS
This annual report contains or may contain “forward-looking statements.” Forward looking terms such as “may,” “will,” “could,” “should,” “would,” “plan,” “potential,” “intend,” “anticipate,” “project,” “target,” “believe,” “estimate” or “expect” and other words, terms and phrases of similar nature are often intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Forward-looking statements are statements which are not historical fact and involve estimates, expectations, projections, goals, forecasts, assumptions, risks and uncertainties. Such forward-looking statements may include, but are not limited to, statements related to:
•recent developments relating to actual events or concerns relating to liquidity constraints, defaults and non-performance by financial institutions;
•the impact of the ongoing wars in the Middle East and in Ukraine, and the impact of these events on the global economy, which area highly uncertain and difficult to predict;
•our future growth opportunities, expect earnings, expected capital expenditures, and future financing requirements;
•our ability to expand our business into markets outside of Brazil and in particular our ability to integrate the operations and obtain the benefits that we intend to achieve through our acquisition of Inter&Co Payments in the United States;
•general economic, political and business conditions both in Brazil and internationally, including in Brazil, developments and the perception of risks including policies and potential changes that have been or are proposed to be implemented, including economic and tax reforms, any of which may negatively affect growth prospects in the Brazilian economy as a whole;
•the socioeconomic, political and business environment in Brazil, including, but not limited to, exchange rates, employment levels, population growth and consumer confidence;
•inflation as well as fluctuations in the real, as defined further below, and in interest rates;
•changes in applicable rules and regulations, including those relating to taxation, employment, information technology, data privacy, and cybersecurity;
•our ability to implement our growth strategies;
•our ability to adequately finance our operations on favorable terms;
•our ability to satisfactorily serve our clients;
•our ability to attract and retain companies to sell through our Inter Shop platform;
•our competitors and competitive position;
•changes in consumer preferences and consumer demand for our products and services;
•difficulties in maintaining and/or improving our products or in addressing client complaints and any negative publicity involving our products and services;
•increases in our operating costs, particularly in relation to our workforce; and
•the matters discussed under the “Risk Factors” section in this annual report.
The list above is not intended to be exhaustive, and there may be other key risks that are not listed above that are not presently known to us or that we currently deem immaterial. Should one or more of these or other risks or uncertainties materialize, or should any of the underlying assumptions prove incorrect, actual results may vary in material respects from those expressed or implied by the forward-looking statements made by us contained in this annual report. As a result of the foregoing, readers should not place undue reliance on the forward-looking statements contained in this annual report. The forward-looking statements contained in this annual report are expressly qualified in their entirety by the foregoing cautionary statements. All such forward-looking statements are based upon information available as of the date of this annual report or other specified date and speak only as of such date. We disclaim any intention or obligation to update or revise any forward-looking statements in this annual report as a result of new information or future events, except as may be required under applicable securities law.
Forward-looking statements in this annual report are based on current expectations and assumptions made by our management. Although our management believes that the expectations and assumptions on which such forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements. We can give no assurance that they will prove to be correct. Additionally, forward-looking statements are subject to various risks and uncertainties which could cause actual results and experience to differ materially from the anticipated results or expectations expressed in this annual report. Important factors that could cause actual results to differ materially from those indicated by such forward-looking statements, or that could contribute to such differences, include, without limitation, the risks and uncertainties set forth under the section “Item 3. Key Information―D. Risk Factors.”
PART I
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
A. Directors and senior management
Not applicable.
B. Advisers
Not applicable.
C. Auditors
Not applicable.
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
A. Offer statistics
Not applicable.
B. Method and expected timetable
Not applicable.
ITEM 3. KEY INFORMATION
A. Reserved
B. Capitalization and Indebtedness
Not applicable.
C. Reasons for the Offer and Use of Proceeds
Not applicable.
D. Risk Factors
Summary of Risk Factors
Investing in our securities involves a high degree of risk. These risks are discussed in more detail below, and you should carefully consider these risks before making a decision to invest in our common shares. The following is a summary of some of the principal risks we believe we face:
•The neobank or digital banking sector in Brazil is in its early years and is highly competitive, and we may be unable to maintain our market position;
•Failures or breaches in critical processes or systems may interrupt our business, increasing costs and resulting in losses, which could materially adversely affect us;
•Failure to protect against risks related to cybersecurity may result in a loss of revenue and materially adversely affect us, including hampering our operations or resulting in the unauthorized disclosure of information;
•Interruptions or failures in our technology systems or any lack of integration or redundancy of these systems may materially adversely affect us.
•Models, policies, procedures and methodologies that we have adopted to manage risks (including market, liquidity, credit, operational and environmental, social and climate risks) may not be sufficient to prevent exposure to unforeseen risks or the occurrence of known risks, which may materially adversely affect us;
•Adverse decisions in legal, administrative proceedings and investigations to which we, our subsidiaries or our directors and officers are or become a party may materially adversely affect us;
•We are subject to laws and regulations relating to money laundering, financing of terrorism, corruption and other illegal activities in the jurisdictions in which we operate and may be materially adversely affected by violations of these laws and regulations;
•Changes made by the Central Bank in the basic interest rate may materially adversely affect our operating results and financial condition;
•Disruption or volatility in global financial and credit markets could adversely affect the financial and economic environment in the countries in which we operate, most notably Brazil, which could have a material adverse effect on our business, financial condition and results of operations;
•We have identified material weaknesses in our internal control over financial reporting for the year ended December 31, 2023. The existence of material weaknesses and the failure to maintain effective internal control over financial reporting may prevent us from accurately reporting our results of operations, meeting our reporting obligations, or preventing fraud or losses; and
•The Brazilian government exercises significant influence over the Brazilian economy and government actions may materially adversely affect the Brazilian market and us.
Certain Risks Related to Our Business
The neobank or digital banking sector in Brazil is in its early years and is highly competitive, and we may be unable to maintain our market position.
The Brazilian digital banking or neobank sector is in its early years and is highly competitive. As such, large financial institutions, considered to be “incumbents,” have adopted strategies that focus on digital banking and therefore compete with newcomers in:
•consolidating a position in the digital bank accounts market;
•developing benefits programs to attract and retain account holders; and
•expanding the portfolio of digital products.
Many of our competitors, in particular traditional banks or competitors that are affiliated with traditional banks, have substantially greater financial, operational and marketing resources than we do. Accordingly, these competitors may be able to offer more extensive or enhanced products and services to clients, or offer such products and services at more attractive rates (including more attractive interest rates on deposits and loans) or on better terms. As a result, we may be forced to increase our deposit interest rates, or lower the rates we charge for loans or the fees we charge for other services or devote significant financial resources to our marketing efforts or developing customized products and services that clients demand, in order to maintain and expand our market share. If this were to occur, we would need to enhance cost control to maintain our margins, and, if we are unable to control our costs, our margins may be adversely affected.
In addition, other financial institutions (including fintechs with digital credit platforms), have begun to actively operate in the digital banking segment in Brazil, further increasing competition. The fintech business model differentiates itself by the use of technology to reduce the bureaucracy related to financial services and products, focusing on efficiency and productivity to reduce costs and processes when compared to traditional financial institutions. Such business models oftentimes are also subject to lighter regulatory requirements. These advantages, which are created by the fintech ecosystem itself, pose challenges to the traditional banking business model, requiring constant adaptation to the industry’s innovations and thus allowing new players to enter the industry rapidly and in such a way that cannot be anticipated or immediately copied by its competitors.
In addition, some of our competitors in certain product areas and markets may not be subject to the same regulatory requirements that we are. For instance, certain fintechs in Brazil operate under licenses that provide lighter regulatory requirements when compared with our multi-service bank (banco múltiplo) license, such as sociedades de crédito direto and payment institutions. Regarding the latter, certain payment institutions are permitted to operate in Brazil without Central Bank authorization or compliance with the regulatory framework and the higher costs associated therewith until a certain threshold of transactions is met. As a result, such competitors are able to offer products and services at lower costs, which puts pressure on the pricing and terms that we offer our products and services and, as a result, on our profit margins.
If we fail to provide new and innovative products and services, we may not be able to implement our growth strategy and our results and financial position may be adversely impacted.
To be competitive and maintain and enhance customer experience and the quality of our products and services, we must continuously invest in the development of new products and features to keep pace with technological developments. Rapid, significant and disruptive technological changes have impacted or may in the future impact on the industries in which we operate, including changes in artificial intelligence and machine learning (e.g., in relation to fraud and risk assessment); payment technologies (e.g., real-time payments, payment card tokenization, virtual and crypto currencies, including distributed ledger and blockchain technologies, and proximity payment technology, such as near-field communication and other contactless payments); mobile and internet technologies (e.g., mobile application technology); merchant technologies, including for use in-store, online and via mobile, virtual, augmented or social-media channels; and digital banking features (e.g., balance and fraud monitoring and notifications).
Many of our competitors, especially large incumbent financial institutions and competitors affiliated with such institutions, have the ability to devote more financial and operational resources than we can to the development of new technologies and services and, if successful, their development efforts could render our services less desirable to clients, resulting in the loss of clients or a reduction in the fees we can generate. If our development efforts prove unsuccessful, or if we are unable to develop, adapt to or access technological changes on a timely and cost-effective basis, our business, financial condition and results of operations could be materially adversely affected.
Failures or breaches in critical processes or systems may interrupt our business, increasing costs and resulting in losses, which could materially adversely affect us.
As a financial institution, we are exposed to various operational risks, including risks of interruption of our business, failure of our systems or operations and fraud by our employees or third parties, such as failures to properly record transactions, equipment failures or mechanical or employee errors. There can be no assurance that our systems or processes will not fail or that fraud, errors, or operating problems will not materially adversely affect us.
Moreover, we may be subject to significant operational process interruptions, including events that are entirely or to some measure beyond our control, which may materially adversely affect our operations, including but not limited to:
•the total or partial unavailability of systems that support back-office services;
•failures of our critical automated or non-automated systems; and
•interruptions in the supply of outsourced services on which our critical processes depend, such as processing interbank wire transfers, payment of public or private securities, settlement of purchase orders and/or sale of securities, among other processes.
Operational failures, including those resulting from human error or fraud, increase costs, and may result in losses, disputes with clients, damage to our image, lawsuits, regulatory fines, sanctions, intervention, the obligation to issue refunds or other damages. These impacts may also be long lasting and have irreversible impacts to the long-term prospects of the business. Any such operational failure may materially adversely affect us.
Failure to protect against risks related to cybersecurity may adversely impact our operations and result in loss of revenue, incurrence of material expenses and expose us to material liabilities
Our security structure is subject to cybersecurity failures, including cyber-attacks, which may include intrusion into platforms and IT systems (which includes, inter alia, servers, databases, networks, applications, software, services, partners’ services and anything considered a digital asset (e.g. which has bits and bytes) by malicious third parties, malware infiltration (such as computer viruses), contamination (whether intentional or accidental) of networks and systems by third parties with whom we exchange data, cyber-attacks designed to access, change, corrupt or destroy systems, computer networks, stored information or transmitted information, as well as unauthorized access to or breach of sensitive and or private data of clients by our employees, third parties or others. We have been in the past subject to cybersecurity incidents that resulted in unauthorized access and disclosure of client information, and we are constantly subject to cybersecurity threats.
We have strategic partners in infrastructure and systems, which also process information and operate critical services. These suppliers are subject to risks similar to those described above and may have a direct impact on us and our clients. We may be jointly and severally liable for any damage caused by third-party service providers involved in our operations. Also, some of our subsidiaries are not subject to the same controls procedures and cybersecurity systems as Banco Inter, which expose them to incremental risks.
Successful cyber-attacks may paralyze or make our services or systems unavailable for uncertain periods of time, resulting in losses, contamination, corruption or loss of client data and other sensitive stored information, a breach of secured data, dissemination of unauthorized information or loss of significant levels of liquid assets (including cash).
Cyber-attacks are constantly changing and being reinvented. Failure to effectively protect our systems and platforms (including systems and platforms from our third-party service providers) against cyber-attacks may result in losses, disputes with clients, damage to our reputation, lawsuits, regulatory fines, sanctions, regulatory intervention and other damages, each of which could materially adversely affect us.
We may not be able to upgrade our systems quickly enough to keep up with changes in cyber-attacks, or we may be required to allocate additional funds above the amounts originally earmarked to stop such attacks. For more information on our cybersecurity practices, see “Item 16K - Cybersecurity.”
We are also subject to cyber-risk-management regulation. Failure to manage cybernetic risks or to comply with these regulatory requirements may adversely affect us.
We are subject to risks associated with noncompliance with data protection laws and may be materially adversely affected in the event we are subject to fines and other sanctions under these laws.
Compliance with applicable data protection laws, including Brazilian Data Protection Law (Lei Geral da Proteção de Dados) and data protection statutes in various States of United States of America, requires us to continuously improve our practices, which may require additional investments and additional cybersecurity expenses, both of which may adversely affect our financial condition and results of operations.
Failure to comply with any of data protection law may subject us to legal proceedings (including class actions and claims from individuals and legal entities) seeking damages and penalties.
In Brazil, failure to comply with the Brazilian Data Protection Law, we may be subject to fines (on an individual or cumulative basis), warnings, disclosure obligations, temporary suspensions, an obligation to delete personal data and a fine of up to 2.0% of our Company’s, economic group’s or conglomerate’s revenue (excluding taxes) in Brazil in the year proceeding the breach up to an aggregate R$50.0 million per infraction. In addition, we may be held liable for civil, moral, individual or collective damages caused by us or our subsidiaries in the event of a failure to comply with Brazilian Data Protection Law.
Accordingly, any failure to protect personal data processed by us or our subsidiaries to comply with applicable data protection laws, may result in significant fines, an obligation to disclose the incident to the market, an obligation to delete personal data from our records or suspension of our operations and may materially adversely affect our reputation and results of operations. As of the date of this annual report, some of our subsidiaries have chosen not to use the same controls procedures and privacy systems as Banco Inter. Therefore, the risk is higher in such subsidiaries.
Interruptions or failures in our technology systems or any lack of integration or redundancy of these systems may materially adversely affect us.
Our operations depend on the efficient and uninterrupted operation of our IT systems including the part of our technology stack which relies on cloud storage or processing services from third parties. For example, these systems are required to process a significant and constantly growing number of transactions efficiently and accurately, as well as enable the processing, storage and secure transfer of confidential data and other sensitive information. The software that we use to process these transactions is required to interact with third party software or operating systems. Accordingly, any incompatibilities or the unavailability of such software or operating systems, or any errors or limitations as to their use, may prevent proper processing of transactions made by our clients resulting in losses, disputes with clients, lawsuits, regulatory fines, sanctions, regulatory intervention, an obligation to issue refunds or other damages, each of which could materially adversely affect us.
In addition, the hardware and software that we use (including the cloud services we contract) may be damaged or be subject to complete or partial interruptions as a result of internal failure, natural disasters, failures in telecommunications services, computer viruses, physical intrusion, electronic intrusion and other events or similar occurrences. Any of these events may result in disruptions, delays and/or losses in the transmission of essential data, which may materially adversely affect us. System failures, bugs and version updates may also cause adverse effects, including service interruptions, data losses, data breaches and/or vulnerabilities.
Any failure in monitoring or improving our IT systems linked to our operation (including due to insufficient investments) could adversely affect our operations.
In addition, considering that our core business is intrinsically linked to the digital environment in which new technologies are developed daily, our ability to maintain our competitiveness and expand our business depends on our ability to improve IT systems and efficiently increase our operational capacity. As a result, we must continuously make investments in significant improvements in our IT infrastructure in order to remain competitive. There can be no assurance that we will have the funds available to maintain the levels of investment required to support improvements or upgrades to our IT infrastructure, which may result in a significant loss of competitiveness against our main competitors, and an inability to keep pace with the evolution of the sector and client needs, materially adversely affecting us.
Models, policies, procedures and methodologies that we have adopted to manage risks (including market, liquidity, credit, operational and environmental, social and climate risks) may not be sufficient to prevent exposure to unforeseen or unknown risks that may materially adversely affect us.
The models, policies, procedures and methodologies that we use to monitor, measure and manage risks (including models to manage the credit risk of our clients) may not be sufficient to prevent our exposure to unforeseen risks or the occurrence of known risks, which may materially adversely affect us. The profitability of our banking operations also depends, among other factors, on balancing expected risks and returns from banking transactions, which introduces an additional layer of complexity to our models.
For example, statistical models and management tools used to estimate our exposure within a given time period may prove inaccurate in estimating the capital, controls or safeguards required to cover, control or mitigate unpredictable, unforeseen or erroneously quantified factors. Furthermore, stress tests and sensitivity analyses based on predefined scenarios may not identify all of the possible impacts on our results of operations.
We may incur losses resulting from failures, inadequacies or deficiencies in internal processes, systems, or human error. In addition, we may incur losses resulting from external events such as natural disasters, terrorism, theft, and vandalism, as well as events that are not properly identified and addressed by our models. The occurrence of any of these risks may materially adversely affect us. See “— We have identified material weaknesses in our internal control over financial reporting for the year ended December 31, 2023. The existence of material weaknesses and the failure to maintain effective internal control over financial reporting may prevent us from accurately reporting our results of operations, meeting our reporting obligations, or preventing fraud or losses.”
We are subject to laws and regulations relating to money laundering, financing of terrorism, corruption and other illegal activities in the jurisdictions in which we operate and may be materially adversely affected by violations of these laws and regulations.
We are subject to laws and regulations related to the prevention and combating of money laundering, financing of terrorism, corruption, and other illegal activities. These laws and regulations require, among other measures, that we adopt and apply “Know-your-Client,” “Know-your-Supplier,” “Know-your-Partner” and “Know-your-Employee” procedures (including in all cases, politically exposed person, or PEP assessments, identification and qualification of the UBO's – Ultimate Beneficial Ownership) and suitable internal policies to address our business risks. We must also provide training for employees in the prevention of all those illegal activities, as well as report suspicious transactions to the appropriate authorities.
Inter&Co Payments, Inc. or Inter&Co Payments is engaged in money transmission business in the United States. Money transmittal businesses are particularly exposed to money laundering risks, particularly in connection with international transfers involving low amounts, which may not be captured by monitoring procedures.
These standards have become more detailed and complex, requiring that we continuously improve already sophisticated systems and use specialized personnel for compliance and monitoring all the clients and products. In the event that we are unable to fully comply with applicable laws and regulations to prevent and combat money laundering and the financing of terrorism, combating corruption or other related illegal activities, we may be subject to:
•administrative, criminal and/or civil fines and penalties;
•loss of our operating licenses;
•prohibition or suspension of our activities; and
•prohibition on entering into contracts with Brazil’s public administration and becoming ineligible for certain tax benefits or other programs which involve public funds.
Any such consequences may materially adversely affect our reputation, financial condition and results of operations. We may be materially adversely affected to the extent we, our controlling shareholder, affiliates, directors, officers, staff members or third-party agents are involved, or accused of being associated with, money laundering, financing of terrorism, corruption or other related illegal activities, or in the event that our operations, accounts or systems are used, with or without our knowledge, to further money laundering, financing of terrorism, financing the use of weapons of mass destruction, corruption or other illegal or improper purposes.
We may be materially adversely affected by damage to our reputation.
We depend on our image and credibility in the market to operate our business and attract and retain clients, investors and employees. Various factors may damage our reputation and result in a negative perception by our clients, counterparties, shareholders, investors, government agencies, the community and regulators. These factors include, among others, non-compliance with legal obligations, conducting unlawful transactions with clients, contracting suppliers that do not conduct their business ethically, unauthorized disclosure of client information, misconduct by our employees and failures in risk management. In addition, negative publicity relating to us may damage our business, while actions taken by third parties, including suppliers, such as engaging in child labor, slave labor, discriminatory practices, unlawful acts and corruption, activities contrary to health, work safety or environmental regulations, may indirectly tarnish our reputation in the market. Any failure to establish or preserve a favorable reputation among clients and within the banking industry may materially adversely affect us.
We may have insufficient capital to meet the capital requirements established by the CMN and the Central Bank.
Brazilian financial institutions must comply with the guidelines imposed by the CMN and the Central Bank which are similar to the guidelines of Basel III, related to capital adequacy, including minimum capital requirements. We cannot guarantee that in the future we will have sufficient funds or resources available to ensure adequate capitalization, and therefore we may be unable to meet the capital adequacy requirements imposed by the CMN and the Central Bank.
The Central Bank establishes a calculation method for regulatory capital held by financial institutions and other institutions authorized to operate by the Central Bank, and its main purposes are:
•to improve the capacity of financial institution to absorb shocks arising from the financial system and other economic sectors;
•to reduce the risk of contagion spreading from the financial sector to the real economic sector (systemic risk);
•to maintain financial stability; and
•to promote sustainable economic growth.
Moreover, financial institutions (such as Banco Inter) may only distribute profits in an amount higher than that which may be required by law or regulations if this distribution does not jeopardize compliance with capital and equity requirements. Accordingly, any failure of Banco Inter to meet minimum capital requirements may negatively affect our ability to distribute dividends and interest on capital to shareholders, in addition to adversely affecting our operating and lending capacity. As a result, we may have to sell assets or take other measures that may materially adversely affect us.
In addition, Brazilian regulators may apply sanctions due to capital inadequacy, including administrative proceedings, fines, disqualification of management and even the cancellation of our operating license, which may materially adversely affect us.
Mismatches between interest rates, indexes, exchange rates, the maturities of our credit portfolio and our sources of funds may negatively affect our credit transactions and us.
We are exposed to mismatches of interest rates and maturities between our assets and liabilities. A portion of our credit portfolio is composed of loans at fixed or floating interest rates and the profitability of credit transactions depends on our capacity obtain funding at competitive rates. An increase in market interest rates in Brazil could increase our cost of funding, particularly the cost of term deposits, thus reducing the spread earned on our credit portfolio, materially adversely affecting us.
Any mismatch between the maturity of credit transactions and sources of funds, which in general are for shorter terms, may exacerbate the effect of any imbalance in interest rates, and pose a liquidity risk if we do not have adequate funding. An increase in the total cost of funding may result in an increase in interest rates that we charge on lending, which may consequently affect our ability to attract new clients. A decrease in the growth of our credit portfolio, or illiquidity arising from the lack of permanent funding, may materially adversely affect us.
The growth of our credit portfolio, including our credit card portfolio, may result in an increase in delinquency.
Our management has adopted a strategy of expanding our credit portfolio increasing origination and approving new loans, particularly non-collateralized loans (on which defaults are more likely). This strategy may result in an increase in our financial leverage and, potentially, lead to an increase in default risk and impairment losses on financial assets, which may materially adversely affect us.
Modifications to the rules and regulations governing the origination of real estate loans by financial institutions in Brazil may materially adversely affect us.
The origination of real estate loans by financial institutions in Brazil is subject to rules and regulations that may adversely affect the volume and terms of real estate loans in the Brazilian market. From time to time, the Brazilian government modifies these rules, including for the purpose of advancing public housing policy. There can be no assurance that modifications to rules and regulations governing the origination of real estate loans will not be enacted or that, if enacted, such rules and regulations will be favorable. We derive a significant portion of our operating income from our real estate lending operations. As a result, the suspension of, or significant modifications to, the rules and regulations governing the origination of real estate loans may affect our real estate lending, and as a result, may materially adversely affect us.
We may be unable to collect payments due from payroll deductible loans, or payroll loans.
A portion of our income is derived from payroll deductible loans, where our clients’ loan payments are deducted directly from their salaries, pensions, annuities. Our ability to make payroll deductions is governed by various federal, state and local laws and/or regulations that establish limits on such deductions, and requires certain licenses issued by public entities and agreements with private sector employers. The enactment of any new law, regulation or amendment, or the repeal or emergence of a new interpretation of existing laws or regulations that result in a ban or restriction on our ability to make these direct deductions could increase the risk profile of our credit portfolio, resulting in a higher percentage of loan-related losses.
Our capacity to receive payments due on personal loans paid directly from payroll or from social security benefits also depends on the effectiveness and validity of the agreements we entered into with entities of the public sector, including the Brazilian Institute of Social Security (Instituto Nacional da Seguridade Social - “INSS”) and employers of the public and/or private sector, as well as on the continued employment or status as beneficiary of the borrowers. The discount of the installment related to the payment deductible loans must be expressly authorized by the clients (e.g INSS retirees and pensioners, employers of the private sector governed by the Brazilian Consolidated Labor Law and public servants (active, retired or dependents), as the beneficiaries of the salary, pension or annuity).
The agreement we have entered into with the INSS to be able to grant payroll loans to INSS beneficiaries has a fixed term and must be periodically renewed. There can be no assurance that this agreement will be renewed. Any failure to renew this agreement may materially adversely affect our payroll and payroll credit card operations. We may also be required to enter into agreements with or obtain authorizations from governmental authorities to provide payroll loans to employees of these entities. The Brazilian government or other government entities may alter the regulation of these authorizations. Currently, we do not have the required authorization to offer payroll loans to employees of certain municipal and State governments due to statutory restrictions which require such transactions to be authorized only for government-owned banks. Other government agencies may impose regulations that restrict or prevent us from offering payroll loans to employees.
Part of our loans are derived from lending through loans deducted directly from payroll, including the payroll card model, a credit card for which monthly bills are deducted from payroll. Repayments are deducted directly from the borrowers’ pensions, annuities, or salaries, and may be interrupted if the borrower (a retired person, pensioner, employee or official of the private or public sector) loses his or her job, if other deductions, such as alimony, take priority over the loan, or if the borrower dies. In the event of a borrower’s termination or leave of absence from his or her employer, the payment of the loan may depend exclusively on the borrower’s financial capacity. There can be no assurance that we will be able to recover loan amounts in these circumstances.
Our payroll loans are also subject to risks relating to the employer or payee. Any events that affect payments to employees, such as an employer’s financial condition, and failures or changes in the internal controls, may delay, reduce or prevent deductions from the employees’ earnings, and therefore, result in losses on our payroll loans portfolio, which may materially adversely affect us.
We may not be able to continue to grow our loan portfolio or effectively manage significant increases in our loan origination, both of which could negatively affect our reputation and business, financial condition, and results of operations.
A substantial part of our loan portfolio consists of loans to real estate buyers and refinancing existing loans. Historically, most of our real estate loan origination has been in connection with refinancing existing loans (including from other financial institutions) rather than granting new loans.
Additionally, our ability to originate loans is also subject to other market factors. Such factors include, for example, reductions in the overall level of refinancing activity, slow growth or less home financing activity or inadequate supply in the housing market. Any such factors, and others, can impact our ability to continue to grow our loan origination volume and may force us to accept lower margins in our loans in order to remain competitive, which could adversely affect our business.
Any deterioration in the credit quality of receivables that guarantee a portion of our credit portfolio and any inability to accurately estimate impairment losses may materially adversely affect us.
A portion of our corporate lending operations is guaranteed by receivables due to the borrowers from their respective clients. Any unfavorable change in the credit quality of these third-party debtors may negatively affect our ability to receive amounts owed by our clients, which may adversely affect us.
Provisions for expected credit losses are based on current expectations related to various factors that affect the quality of our credit portfolio. These factors include, among others: the financial condition of borrowers and their payment capacity and intentions; the realizable value of guarantees; government macroeconomic policies; interest rates and the legal and regulatory environment. Because of the number of factors beyond our control, current (or future) provisions for expected credit losses may not be sufficient to cover the final unrecovered losses. We may be required to increase our provision for expected credit losses and may be materially adversely affected to the extent that our assessment and expectations regarding the aforementioned factors are different from actual events, if there is a deterioration in the quality of our total credit portfolio for any reason or if future actual losses exceed the estimates. We may be materially adversely affected if we are unable to control or reduce default rates or the incidence of poor-quality credit.
The effectiveness of our credit risk management is affected by the quality and scope of information available in Brazil.
In determining the credit capacity of clients, we use credit information available in our database, as well as public credit client information provided by the Central Bank and other sources. Due to limitations in the availability of information and the information infrastructure in existence in Brazil, our credit risk assessment associated with a particular client may not be based on complete, accurate or reliable information. In addition, there can be no assurance that our credit scoring systems collect complete or accurate information that reflects the actual behavior of clients or that their credit risk can be properly assessed. We rely on other publicly available resources and internal resources, which may not be effective. As a consequence, our ability to efficiently manage credit risk, and subsequently, our provision for impairment losses, could be materially adversely affected.
We may experience difficulty in the collection and foreclosing upon collateral for unpaid loans and financing
When borrowers default on loan and financing agreements, we take in-court or out-of-court measures to collect the amounts due. We may not be able to recover amounts resulting from defaulted loans by borrowers or seize assets pledged as collateral under these agreements, and such collateral, when seized, may not be sufficient to cover defaulted loan balances. For instance, all our real estate loans have the real estate in question as collateral (through a fiduciary assignment of property or mortgage). Foreclosure on such collateral requires us to observe specific procedures which may be time-consuming and may be further delayed due to circumstances outside our control (such as difficulty in locating the debtor). Judicial challenges by the debtor may also result in decisions requiring additional procedures to affect the foreclosure or even invalidating a completed foreclosure as a whole. Due to depreciation and other maintenance costs relating to the collateral, we may sell the asset within a short timeframe, which may require us to accept worse commercial terms for the sale. We may also be unable to sell the asset. We may also experience to difficulties collecting defaulted loans or foreclosing on collateral if the debtor is in bankruptcy or in court or out-of-court reorganization. We cannot assure you that we will be able to collect defaulted loans, successfully and timely foreclose on the loan’s collateral or that the recovered amounts will cover the outstanding balance of a defaulted loan. As such, an increase in loan defaults or an increase in our loss resulting from defaults may materially adversely affect us.
Difficult conditions in the mortgage and residential real estate markets as well as general market concerns may adversely affect our real estate loan business.
A substantial portion of our credit portfolio is comprised by real estate loans, including mortgages in Brazil and in the US. Real estate loans may be materially affected by external factors in the residential mortgage market, the residential real estate market, the financial markets, and the local and global economy, including factors such as inflation, energy costs, unemployment, geopolitical issues, and concerns over the creditworthiness of governments worldwide, as well as the stability of the global banking system. Adverse developments in any such external factor may adversely affect our ability to originate and manage our real estate loans, as well as the credit quality of our real estate loans and our ability to recover on defaulted real estate loans. See also “― any deterioration in the credit quality of receivables that guarantee a portion of our credit portfolio and any inability to accurately estimate impairment losses may materially adversely affect us” and “―we may experience difficulty in the collection and foreclosing upon collateral for unpaid loans and financing.”
Additionally, we recently expanded our real-estate-related operations to the US through our acquisition of Inter US Finance LLC and Inter US Management (formerly Yellow Fi). See “― our international expansion efforts may not be successful or may subject us to increased risks.”
We may sustain substantial losses as a result of our securities and derivatives transactions.
We trade securities and acquire debt and equity securities. These investments may result in substantial losses in the future given that securities are subject to significant price variations. We also trade derivatives. These transactions are subject to market, credit and operating risks, including credit or default risk and basis risk (risk of loss associated with the variation of the difference between the asset’s return and our funding cost/hedging cost) and default risk from our counterparties.
Derivatives transactions may cause significant volatility in our equity or lead to results of operations that are better than those that we would have achieved had we not entered into these transactions. There can be no assurance that our securities and derivatives transactions will not materially adversely affect us.
We may be materially adversely affected if key members of our management resign, or if we are unable to attract and retain specialized management and skilled employees.
Our ability to remain competitive and reach our growth target is dependent upon the success of our management and we may be unable to successfully attract and retain specialized management. We may be materially adversely affected if our key management personnel resign or if we are unable to continue to attract and retain specialized management.
Also, our business involves specialized functions and requires skilled personnel, with wide-ranging skillsets, experience and talent. We may face a market shortage of personnel and labor cost increases, and to maintain and grow our business, we will need to attract and retain highly skilled employees. We currently face and expect to continue facing in the future intense competition for talent. There is a limited pool of professionals who have the skills and training needed to help us grow, and we compete for such talented professionals not only with other companies in the Brazilian financial industry but also internationally, particularly given the flexibility for remote working since the beginning of the COVID-19 pandemic. If we lose key members of our management or key employees, we may not be able to locate a suitable or qualified replacement, and we may incur additional expenses to recruit and train a replacement, which could severely disrupt our business and growth.
We may be unable to fully implement our management strategies, which may materially adversely affect us.
We intend to expand our share of the Brazilian domestic financial market, particularly by expanding our participation in the retail segment (including personal loans) and by diversifying and expending our portfolio of products and services. Our actual productivity, investments, operating costs and business strategies may be substantially less favorable than originally projected. Difficulties may arise particularly in the form of financial, demographic, competition-related and/or technology issues, among others. There can be no assurance that we will be successful in implementing our management strategies, or that our concentration of activities in specific segments will not materially adversely affect us.
Adverse decisions in legal and administrative proceedings and investigations to which we, our subsidiaries or our directors and officers are or become a party may materially adversely affect us.
We and members of our management may be party to lawsuits and administrative proceedings related to civil (including, in particular, claims under consumer laws), tax, labor, antitrust, and regulatory claims and investigations arising in the ordinary course of business. Certain of these lawsuits and proceedings may involve sizeable damages claims. For more information on our current legal and administrative proceedings, see “Item 4. Information on the Company ― B. Business Overview ― Legal and Administrative Proceedings.”
We cannot assure that the outcomes of these lawsuits will be favorable or that we have sufficiently anticipated the risks inherent to each claim. Provisions that we have recognized, or may recognize in the future, may be insufficient to cover the total cost of these lawsuits and proceedings. In addition, there can be no assurance that material legal, arbitral and administrative proceedings will not arise in the future in relation to contingencies that oblige us to expend significant resources.
In addition, under Brazilian law, a broad range of forms of conduct involving environmental, labor or tax laws may be considered criminal offenses. Accordingly, we, our subsidiaries and members of our management could be subject to criminal investigations and criminal proceedings in connection with allegations of violation of environmental, labor or tax laws.
We may also incur costs with such proceedings, including attorneys’ fees. We may also have some of our assets frozen or otherwise subject to liens, which may affect our liquidity. We may also not have the funds to secure certain proceedings via judicial deposit or by offering some other form of collateral. Our failure to provide collateral on such legal proceedings will result in the amounts we are required to pay due to these proceedings not being suspended (that is, will be due). Such failure to provide collateral may also subject us to seizure of our assets and garnishment of our income, as well as make it difficult for us to obtain certain statements of good tax standing. Any such consequence may adversely affect our financial conditions and results of operations.
We may be materially adversely affected in the event of unfavorable rulings, particularly in lawsuits or proceedings involving material amounts or that impose restrictions that prevent us from conducting our business as initially planned, liability for labor debts and/or obligations resulting from outsourcing and debts resulting from labor claims filed by third-party seeking their employment reclassification. In addition, unfavorable decisions in proceedings involving our management may prevent them from continuing to serve as our officers or directors and/or materially adversely affect our reputation and business. See “Item 4. Information on the Company ― B. Business Overview ― Legal and Administrative Proceedings.”
Our insurance policies may be insufficient to cover possible claims and losses.
There can be no assurance that our insurance policies will be sufficient in all circumstances to cover all of the risks to which we, and our assets, are subject. The occurrence of a significant uninsured claim or loss, or a claim or loss not subject to indemnification, either in whole or in part, or any failure by our third-party service providers to meet their obligations to us, or to purchase insurance, may materially adversely affect us.
Certain risks may not be covered by insurers, such as war, acts of God, cyberattacks, data-breaches by our clients and third-party service providers, interruption of certain of our activities and human error. Additionally, natural disasters, meteorological phenomena, electricity shortage and other similar events may cause physical harm and loss of life, as well as interrupt our operations, damage our equipment and the environment, among others.
Our insurance coverage is also subject to timely payment of the premiums. Additionally, there can be no assurance that we will be able to maintain coverage under our insurance policies at reasonable rates or on otherwise acceptable terms. Any failure to maintain coverage may materially adversely affect us.
Third parties may prevent us from using the technology necessary to provide our services or subject us to intellectual property litigation.
We depend on intellectual property developed by third parties, including open-source libraries, to conduct our business, such as patents, computer programs and use licenses, among others. If our use of third-party intellectual property is considered illegal or irregular, we may be prevented, including judicially, from continuing to use such assets.
Additionally, our inability to negotiate a license to use intellectual property owned by third parties that is essential for our business on acceptable terms could oblige us to stop using the intellectual property in question or to stop offering services that incorporate such intellectual property. In these cases, we could be required to indemnify the third party or become involved in costly and complex litigation, which, regardless of the outcome, could materially adversely affect our business and results of operations.
We may be materially adversely affected if we are prohibited from using the brand “Inter” in any of our core business verticals or if we fail to protect our intellectual property rights.
We believe the brand “Inter” and “Inter&Co” is an important distinctive sign that help distinguish us from our competitors. Some of our applications for trademark over the brand “Inter” have been rejected by Brazilian National Institute of Intellectual Property (Instituto Nacional de Propriedade Industrial), or the INPI, including our application for trademark over the brand “Inter” for use in connection with financial services. We have proposed a suit, which is still ongoing, to reverse the decision of the INPI with respect to the “Inter” brand and judicially register the brand. Therefore, we do not currently own the trademark “Inter” in connection with financial services which is the common identifier among our different products. As a result, (i) our ability to protect the brand Inter and to prevent third parties from using this brand is limited, and (ii) there can be no assurance that competent authorities would not recognize exclusive rights of third party over the brand Inter in certain industries or jurisdictions, in which case we may be prohibited from using our brand in these industries or jurisdictions. If we are unable to register the brand “Inter” or “Inter&Co” through our lawsuit or otherwise or are prohibited from using the brand “Inter” in any of our core business verticals, particularly in our banking operations, our business may be materially and adversely affected. Internationally, we are seeking recognition of the trademark “Inter&Co”, particularly in the US. We have submitted our registration requests with United States Patent and Trademark Office - USPTO and are closely monitoring the progress. See “Information on the Company―B. Business Overview—Intellectual Property.”
Furthermore, we may be unable to obtain intellectual property rights over our technologies and brands, and our existing trademark registrations and applications, and any trademarks that may be used in the future, may not provide us with competitive advantages or distinguish our products and services from those of our competitors. Also, our intellectual property rights may be contested, circumvented or found to be unenforceable, weak or invalid, and we may not be able to prevent third parties from infringing or otherwise violating them. We may have to litigate to enforce or determine the scope and enforceability of our intellectual property rights, trade secrets and know-how, which is expensive, could cause a diversion of resources and may not prove successful. Any failure to protect our intellectual property rights may materially adversely affect us.
A decline in our credit ratings may materially affect our liquidity and competitiveness as well as increase our funding costs.
Our funding costs and access to the debt capital markets are influenced by numerous factors, such as macroeconomic conditions, the regulatory environment for Brazilian banks, insufficiency of capital, failure to timely comply with our obligations to clients and suppliers, continuous availability of term deposits in the local market and failure to grow our credit portfolio. As a result, we are significantly dependent on our credit risk ratings. These ratings are provided by private ratings agencies that may at any time lower or withdraw our credit ratings or place us on a negative “credit watch.”
Any unfavorable change in the above mentioned factors may give rise to a negative impact on our credit rating, potentially increasing our lending costs and limit our access to the capital markets, which may, in turn, result in a decrease in our revenues and materially adversely affect our liquidity. There can be no assurance that ratings agencies will not lower our credit ratings or place us on a negative credit watch. Changes in circumstances, whether real or perceived, may significantly alter our credit ratings, which may, in turn, materially adversely affect our results of operations and liquidity.
We may be unable to identify, complete, integrate or obtain the benefits of past and future acquisitions or commercial partnerships.
We have engaged in mergers and acquisitions and commercial partnerships in the past and may pursue acquisitions and other commercial partnerships in the future as part of our growth strategy. There can be no assurance that we will be able to identify and execute future acquisition or commercial partnership opportunities.
Our ability to successfully execute acquisitions may be limited by the number of acquisition targets available, internal demand for resources, our ability to obtain financing (to the extent necessary and on satisfactory terms) for larger acquisitions and our ability to obtain the required corporate, regulatory or governmental approvals. In addition, even if we are able to identify acquisition targets, third parties with which we have a commercial relationship may be unwilling to enter into agreements on commercially balanced terms for a particular transaction. We may experience significant delays in completing acquisitions, which may not come to fruition for a number of reasons, including failure to meet specified conditions or to obtain the required regulatory approvals. Unanticipated additional conditions for approval may also be imposed. The negotiation and completion of potential acquisitions, whether or not consummated, may potentially affect our current operations or divert substantial resources. As a result, our business, growth prospects, results of operations and financial conditions may be materially adversely affected.
Acquisitions may expose us to unknown obligations or contingencies incurred prior to the acquisition of the target or its assets. The diligence performed to assess the legal and financial condition of the target, as well as any contractual guarantees or indemnities received from the target sellers may be insufficient to protect or indemnify us for any contingencies that may arise. Any significant contingencies arising from acquisitions may materially adversely affect our business and results of operations. In addition, we may acquire companies that are not subject to independent external audits, which may increase the risks related to the acquisition.
We may also fail to identify or delay adjusting aspects of our acquire’s practices relating to, among others, cybersecurity, information technology or risk management which are not consistent with our standards. Any such failure or delay may increase our exposition to risks relating to, among others, cybersecurity, information technology or risk management.
As a result of a number of factors, we may be unable to benefit from completed acquisitions , including as a result of our inability to:
•implement our culture in the acquired companies;
•integrate our operating and accounting policies and procedures;
•expedite the consolidation of subsidiaries;
•retain existing management to the extent necessary or adapt the acquired companies’ operations;
•prevent the loss of clients of the acquired companies or our existing clients; or
•otherwise generate sufficient revenue to offset the costs and expenses of acquisitions.
Moreover, the closing and success of any transaction are, at least in part, subject to a number of economic and external factors that are beyond our control. Any combination of the factors mentioned above may result in our inability to integrate acquired companies or assets or achieve the expected growth or synergies of a particular transaction, which may materially adversely affect our business, results of operations and financial condition.
Our international expansion efforts may not be successful or may subject us to increased risks.
Our operations are currently concentrated in Brazil, but we have started to expand our operations internationally, notably to the United States.
As part of our growth strategy, we may expand our operations by offering our products and services in additional regions, where we have no experience. We may not be successful in expanding our operations into these markets in a cost-effective or timely manner, if at all, and our products and services may not experience the same market adoption in such international jurisdictions as we have enjoyed in Brazil. In particular, the expansion of our business into new geographies (or the further expansion in geographies in which we currently operate) may depend on the local regulatory environment or require a close commercial relationship with one or more local banks or other intermediaries, which could prevent, delay or limit the introductions of our products and services in such countries. Local regulatory environments may vary widely in terms of scope and sophistication.
We also may not be able to recoup our investments in new geographies in a timely manner, if at all. If our expansion efforts are unsuccessful, including because potential clients in a given jurisdiction fail to adopt our products and services, our reputation and brand may be harmed, and our ability to grow our business and revenue may be adversely affected.
Even if our international expansion efforts are successful, international operations will subject our business to increased risks, including:
•increased licensing and regulatory requirements;
•competition from service providers or other entrenched market participants that have greater experience in the local markets than we do;
•increased costs associated with and difficulty in obtaining, maintaining, processing, transmitting, storing, handling and protecting intellectual property, proprietary rights and sensitive data;
•changes to the way we do business as compared with our current operations;
•a lack of acceptance of our products and services;
•the ability to support and integrate with local third-party service providers;
•difficulties in staffing and managing foreign operations in an environment of different culture, language, laws and customs;
•difficulties in recruiting and retaining qualified employees and maintaining our company culture;
•increased travel, infrastructure and legal and compliance costs;
•compliance obligations under multiple, potentially conflicting and changing, legal and regulatory regimes, including those governing financial institutions, payments, data privacy, data protection, information security, anti-corruption, anti-bribery and anti-money laundering;
•compliance with complex and potentially conflicting and changing tax regimes;
•potential tariffs, sanctions, fines or other trade restrictions;
•exchange rate exposure;
•increased exposure to public health issues and related industry and governmental actions to address these issues; and
•regional economic and political instability.
As a result of these risks, our international expansion efforts may not be successful or may be hampered, which would limit our ability to grow our business.
We may not effectively execute on our expansion strategy with new products or business verticals, which may adversely affect our growth.
As part of our growth strategy, we may expand our operations by developing new products or business verticals with which we may have no experience. We may not be successful in expanding our business with such products or verticals in a cost-effective or timely manner, if at all. Various external factors, such as economic conditions, implementation of new laws or regulation and competition may also impede or restrict the growth of our new products and business verticals. For example, the Brazilian Congress is discussing certain bills to regulate mileage and loyalty point programs. Such statutes, if enacted could adversely affect our ability to develop Inter Loyalty, our most recent business vertical.
A significant increase in the number of our digital accounts in a short period of time may increase our exposure to operating risks, thus negatively impacting our business, results of operations and reputation.
We reached approximately 30.4 million clients on December 31, 2023, an increase of 23%, compared to December 31, 2022. This significant increase in the number of clients in a short period of time increases our exposure to a number of operating risks, including failures in our ability to register banking transactions, as well as the unavailability of systems that are crucial to our business operations, the processing of gains and losses on public and private securities, detecting fraud and the settlement of purchase and sale orders in the capital markets, among other operating processes that may be negatively impacted. The realization of one or more of these risks may materially adversely affect our results of operations, financial condition and reputation.
We and our subsidiary, Inter Shop, may not be able to maintain our strategies for the development and maintenance of our Inter Shop platform.
We and Inter Marketplace Intermediação de Negócios e Serviços Ltda., or Inter Shop, our subsidiary that operates our Inter Shop platform, perform e-commerce transactions through our digital application. If we are unable to maintain our strategies for the development and maintenance of our Inter Shop platform, including maintaining our contracts with certain suppliers on whom we depend to maintain our e-commerce operations, we will be impaired in our ability to effect e-commerce transactions and, as a result, our business may be materially adversely impacted.
Additionally, companies that sell their products on Inter Shop are free to leave the platform and are not bound by non-competition or similar agreements. If we are unable to retain enough companies selling their products on our platform, our e-commerce activities may halt, which could materially adversely affect us.
Our holding company structure makes us dependent on the operations of our subsidiaries, which may impact our ability to pay any cash dividends in the foreseeable future.
Inter&Co is a holding company that holds controlling interests in our operational companies. Accordingly, our material assets are our direct and indirect equity interests in our subsidiaries and therefore our ability to make cash distribution is subject to the results of operations of our subsidiaries. Currently, all of our revenues are expected to be derived from our subsidiaries, including Banco Inter and its subsidiaries. We expect that we will continue to depend on our subsidiaries for a significant portion of our revenues for the foreseeable future, and any decrease in the revenue of our subsidiaries or any other event significantly affecting our subsidiaries may have a material adverse effect on our financial condition and results of operations.
Additionally, we have non-controlling interest holders in some of our subsidiaries or investees. These non-controlling interest holders may have the ability to vote on certain decisions of the subsidiary or investee and may also have economic interests different from ours and may act in a manner contrary to our strategy or objectives. If we are unable to obtain the non-controlling’ consent to approve the decisions we deem appropriate, we may not be able to implement, in whole or in part, the business strategy for these companies, which could adversely affect our results of operations.
Our holding company structure also means that we depend on the payments, dividends and distributions from our subsidiaries for funds to pay our holding company’s operating and other expenses and to pay the future cash dividends or distributions, if any, to holders of our Class A common shares. In addition, the payments, dividends and distributions from our subsidiaries to us for funds to pay future cash dividends or distributions, if any, to holders of our Class A common shares, could be restricted under financing arrangements that we or our subsidiaries may enter into in the future and we and such subsidiaries may be required to obtain the approval of lenders to make such payments to us in the event they are in default or they repayment obligations.
In addition, our company may face negative impact if the Brazilian government imposes legal limitations on the distribution of dividends by our Brazilian subsidiaries, as they have done in the past. We may also have tax costs in connection with any dividend or distribution from our subsidiaries, which may affect the amount available for us to distribute to holders of our Class A common shares. The Brazilian Congress is discussing a tax reform which could create a tax on dividends and increase the tax rates on other forms of distribution. Such new or increased tax burden may adversely affect our and our subsidiaries’ ability to pay dividends or make distributions.
The declaration, payment and amount of any future dividends or distributions to holders of our Class A common shares, will be made at the discretion of our board of directors and will depend upon, among other things, the results of operations, cash flows and financial condition, operating and capital requirements, and other factors as our board of directors considers relevant. We cannot assure that we will pay dividends in the future. See “Item 8. Financial Information―A. Consolidated Statements and Other Financial Information―Dividends and Dividend Policy” and “Item 10. Additional Information―B. Memorandum and Articles of Association—Dividends and Capitalization of Profits.”
The retail sector in Brazil is highly competitive, which may adversely affect the participation of our subsidiary, Inter Shop, in the market, consequently affecting the net revenue of our operations.
Inter Shop faces intense competition. Some of Inter Shop competitors are retailers or marketplace operators that carry inventory benefit from a more beneficial tax treatment, as they obtain tax credits that are not available to e-commerce operators that do not carry inventory, like Inter Shop. In addition, it competes with a large number of multinational merchandise retail chains in general, as well as with hypermarkets that offer their clients durable goods. Some of these international competitors may have access to larger sources of finance at lower costs than Inter Shop.
Moreover, consumers’ purchasing decisions are affected by factors such as brand recognition, product quality and performance, credit availability, price and habits and preferences of each consumer. Some of our competitors may make marketing investments substantially larger than ours. If our advertising, promotional or marketing strategies are unsuccessful, or if we are unable to offer new products (and services) that meet market demands or changes in consumer habits, or if we are unable to successfully manage introduce new products or the profitability of these efforts or, if for other reasons, our end consumers believe that our competitors’ products and services are more attractive, then Inter Shop sales, profitability and operating results may be affected, which can have negative impacts on our results.
Competition in e-commerce can also intensify. Other retail and e-commerce companies may enter into alliances or commercial agreements that will strengthen their competitive position. As the client portfolio grows and increases their loyalty in the various segments of the internet market, participants in these segments will be able to seek to expand their business to the market segments in which we operate. In addition, new technologies can further intensify the competitive nature of online retailing. This increase in competition may reduce Inter Shop sales, profitability and operating results may be affected, which may have a negative impact on our results. Competitors may come to provide more resources for technology and marketing development than we do. Additionally, as the use of the internet and other online services increases, retailers operating in this market may be acquired, receive investments, or enter into other business relationships with larger, more established companies with financial resources.
We cannot guarantee that our suppliers, business partners and shopping sellers of our Inter Shop platform will not engage in improper practices. We may be held responsible for the default and marketing of inadequate products by the sales partners registered on our Inter Shop platform, and may cause damage to our reputation, brands and financial results.
We and our subsidiary Inter Shop cannot guarantee that some of our suppliers and business partners of our Inter Shop platform will not present irregularities in their operations due to non-compliance with tax, labor, social and environmental and anti-corruption legislation. It is possible that partners may use outsourcing of the production chain, or even that these potential irregularities may be used to lower the cost of their products.
Through our Inter Shop platform, Inter Shop allows sales partners to register and offer their products within their e-commerce channels. Through this model, Inter Shop acts as an intermediary in sales transactions, and it is not under our control whether partners fulfill their obligations and responsibilities to their clients. If any of these partners do not meet their obligations to clients, we and/or Inter Shop may have our indicators of client service negatively impacted, suffer sanctions from regulatory agencies and find an increase in the number of civil and tax proceedings, among others, and be required to bear costs to clients who purchased their products through our Inter Shop platform. We and Inter Shop may still be held responsible for partners trading, or even registering and offering on our platform, counterfeit, illicit and/or illegal products. These aspects may subject us to reputational losses, consequently, loss of attractiveness to our clients, which could adversely impact on our net income and operating income, and to fines and/or sanctions to be applied by competent bodies. Any such events could adversely impact on the market value of our securities.
Additionally, we and Inter Shop may be jointly or severally liable if our suppliers and/or business partners demonstrate problems already described, in addition to default, by partners and clients of Inter Shop.
We control Inter Seguros, an insurance broker. Potential changes in the insurance brokerage regulatory environment could have a material adverse effect on our business, financial condition, operating results and prospects for expansion.
The activities of Inter Seguros are subject to supervision, especially by the Brazilian Bureau of Private Insurance, or SUSEP, and the Brazilian Bureau of Private Insurance, or CNSP. Changes in the laws and regulations applicable to the insurance and reinsurance market, and insurance brokers, could have a material adverse effect on the business of insurance companies. There is no guarantee that the Brazilian government, whether through SUSEP or any other instrumentality/government agency, will not change these laws and regulations, which may prevent or restrict the operations of Inter Seguros, adversely affecting our business, financial situation, operating results and prospects for expansion.
We may incur financial and reputational losses due to our relationship with shareholders, suppliers, business partners and/or clients, whose activities may result in negative social environmental impacts that may materially adversely affect us.
We have a diversified client base that may be exposed to social and environmental risk factors. Social and environmental risk may materialize for our clients in a variety of ways and with differing degrees of intensity in relation to economic, social and environmental scenarios, resulting in financial and/or reputational losses that may impact on the relationship with us, and materially adversely affect us.
We may become a party to legal proceedings, receive infraction notices and fines, be accused of being involved in the business of our clients, suppliers, business partners or third-party service providers and, consequently, any environmental harm caused by them, any of which may adversely affect our operations and reputation.
Our controls to identify environmental risks in property offered to us as collateral may fail. Accepting assets with environmental risks may subject us to additional costs (such as repairing the environmental harm in the property in question) and fines, both of which may adversely affect our financial condition and reputation. Such assets (whether or not used) may become social and environmental liabilities due to contamination, deforesting and illegal occupations, among others. Such events may adversely affect our operations, financial condition and reputation.
We have identified material weaknesses in our internal control over financial reporting for the year ended December 31, 2023. The existence of material weaknesses and the failure to maintain effective internal control over financial reporting may prevent us from accurately reporting our results of operations, meeting our reporting obligations, or preventing fraud or losses.
We have identified material weaknesses in our internal control over financial reporting as of December 31, 2023. A material weakness is a deficiency, or combination of controls deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. The material weaknesses identified are related to the control environment, risk assessment, information and communication, and monitoring of internal control over financial reporting, which resulted in ineffective general information technology controls, manual process-level controls, and controls over the accuracy and completeness of information used in controls.
If we are unable to maintain effective internal control over financial reporting, we may be unable to accurately report our results of operations, meet our reporting obligations or prevent fraud or losses. See “Item 15. Disclosure Controls and Procedures.”
We cannot guarantee when the remediation of these material weaknesses will be concluded or that such remediation measures will be sufficient to adequately remediate the material weaknesses identified.
We are required to perform system and process evaluation and test of our internal control over financial reporting to allow management to assess the effectiveness of our internal controls. We are also required to have our internal control over financial reporting audited by our independent auditors every year. Our future testing or our independent auditors’ audit may reveal other material weaknesses or significant deficiencies. We expect to incur additional accounting and auditing expenses and to spend significant management time in complying with these requirements and implementing remediation measures. If we or our auditors identify other material weaknesses or significant deficiencies in our internal control over financial reporting, the market price of our shares may decline, and we may be subject to investigations or sanctions by the SEC and other regulatory authorities.
We are subject to consumer protection laws and governmental consumer protection authorities. Non-compliance with consumer protection laws and agreements entered into with authorities may adversely affect our reputation, brands and financial results.
In Brazil, the Consumer Protection Code, which is applicable to financial institutions, regulates commercial practices and provides for, among other things, product and service liability, strict liability of the supplier of products or services, reversal of the burden of proof to the benefit of consumers as the weaker party, the joint and several liability of all companies within the supply chain, abuse of rights in contractual clauses, advertising and information on products and services offered to the public. The Consumer Protection Code further establishes the consumers’ rights to access and modify personal information collected about them and stored in private databases. Brazilian consumer protection laws could result in substantial compliance costs. Financial institutions are generally exposed to a significant number of administrative and judicial claims from consumers, and scrutiny of federal and state prosecution offices and associations for protection of consumers rights. We are involved in certain public civil claims or other types of class actions available under Brazilian law with claims relating to our payroll deduction loans and other matters, and may be subject to new claims in the future. The public prosecutor’s office and governmental consumer protection authorities may inspect and initiate administrative proceedings related to regulatory compliance. In such cases, we may enter into consent orders (termos de ajustamento de conduta) with these authorities, through which we will agree to perform (or abstain from performing) certain actions.
In addition, with our international expansion we are subject to international consumer protection rules. Specifically in relation to Inter&Co Payments, we are subject to the rules of the United States federal agency the Consumer Financial Protection Bureau (CFPB), responsible for consumer protection in the financial sector which implements and enforces federal consumer financial laws to ensure that all consumers have access to markets for consumer financial products and services that are fair transparent and competitive.
As the regulatory framework for artificial intelligence and machine learning technology evolves, our business, financial condition and results of operations may be adversely affected.
The regulatory framework for artificial intelligence and machine learning technology is evolving and remains uncertain. It is possible that new laws and regulations will be adopted, or existing laws and regulations may be interpreted in new ways that would affect the operation of our platform and the way in which we use artificial intelligence and machine learning technology, including with respect to fair lending laws. Further, the cost to comply with such laws or regulations could be significant and would increase our operating expenses, which could adversely affect our business, financial condition and results of operations.
Changes made by the Central Bank in the basic interest rate may materially adversely affect our operating results and financial condition.
The Monetary Policy Committee of the Central Bank (Comitê de Política Monetária), or COPOM, periodically determines the Special System for Settlement and Custody (Sistema Especial de Liquidação e de Custódia), or SELIC rate, the basic interest rate of the Brazilian banking system, which serves as an important instrument for meeting inflation targets. The basic interest rate has fluctuated frequently in recent years. The COPOM has often adjusted the basic interest rate due to economic uncertainties and to achieve the objectives determined by the Brazilian government’s economic policy.
For example, on August 5, 2020, the basic interest rate reached 2.0%, the lowest level in history, a decision taken at a time of strong reduction in the level of activity of the global economy. However, the basic interest rate has increased significantly since the year of 2021. On December 13, 2023, the SELIC rate was increased to 11.75%, due to concerns of inflationary pressures.
Increases in the basic interest rate may materially adversely affect the results of our operations, by reducing the demand for credit, increasing funding costs and increasing the risk of client default, among other consequences. In particular, lending tends to be more affected by an increase in the basic interest rate, which may materially adversely affect us. Reductions in the basic interest rate may also materially adversely affect us by, for example, reducing revenues from revenue-generating assets and decreasing margins. We are unable to predict whether the Central Bank will maintain current interest rates. For more information of how we are affected by the inflation, see Item 5. Operating and Financial Review and Prospects — A. Operating Results — The Brazilian Macroeconomic Environment.
Changes in Brazilian tax and social security laws may materially adversely affect our operating results and financial capacity.
The Brazilian government regularly implements changes in tax, social security contributions and other laws and regimes that affect us and our clients. These changes include changes in tax rates and, occasionally, the establishment of temporary rates, the proceeds of which are used for certain governmental purposes. Additionally, we may also be affected by differing interpretations on the tax laws applicable to us. In February 2023, the STF issued a decision ruling that a final and unappealable decisions rendered with respect to a taxpayer cannot prevail over subsequent decisions rendered by the STF that apply to all taxpayers.
These events may result in increased tax payments and social security contributions, which may materially adversely affect us. There can be no assurance that conditions will be sufficient to maintain the profitability we achieved in previous years should there be substantial increases in taxes levied on us, our subsidiaries and our operations.
The Brazilian Congress recently approved a broad tax reform that aims at replacing several federal, state and municipal taxes with two new Value Added Taxes (VAT) (reform of consumption taxes). The ammendment to the Brazilian provides for a transition period in which both current taxes and the new VATs will coexist, with a progressive reduction of the former and a progressive increase of the latter. Tax rates are not defined yet. The approved ammendment also determines that financial services will be subject to a special taxation regime to be defined by law.
Past tax reforms have brought uncertainties with respect to the national financial system, increased the cost of credit and contributed to an increase in client defaults. It is not possible to predict the impacts of the tax reform mentioned above or the impacts from future tax reforms that may be implemented by the Brazilian government or their effects or ensure that any tax reform that may be undertaken does not materially adversely affect us.
We are unable to quantify the effects of changes in tax rules and regulations that may be implemented by the Brazilian government in the future. There can be no assurance that future changes in tax rules and regulations will not have a material adverse effect on our results and operations or those of our clients.
The Brazilian government also intends to implement changes in the rules that deal with the income tax due by individuals, legal entities and non-resident investors. Some of these changes have already been enacted in 2023, such as changes to the rules on the taxation of investments outside Brazil by Brazilian resident individuals and changes to the rules applicable to income derived from investment funds. Other changes are expected in the near future. Two of the main points under discussion for such future changes are the taxation of dividends, probably at a 15% rate, and the extinguishment of payments of interest on net equity (juros sobre o capital próprio).
Our business is significantly impacted by the Brazilian regulatory environment.
Historically, the Brazilian government has implemented or amended the regulations that govern financial institutions in connection with the implementation of the Brazilian government’s economic policy. These regulations are constantly modified by the Brazilian government in order to control the availability of credit and reduce or increase consumption. Certain controls are temporary in nature and may be modified from time to time in accordance with the Brazilian government’s credit policies. Other controls were introduced and remain in force or were gradually reduced. Since regulatory changes may occur frequently, historical operating results do not necessarily provide any indication of our expected results in the future. Brazilian financial institutions are subject to extensive and continuous regulatory review by the Central Bank and CMN.
We have no control over regulations relating to banking operations, including, but not limited to, those that govern:
•minimum capital requirements;
•compulsory deposit requirements;
•limits on fixed asset investments;
•limits on lending and other credit restrictions;
•accounting and statistical requirements;
•limits on exchange exposure;
•limits or other restrictions on fees;
•requirements for the contracting of services for the processing and storage of data and cloud computing;
•requirements in relation to the prevention of money laundering, record keeping and ethical issues; and
•intervention, liquidation and/or temporary monitoring.
The regulatory framework, which establishes the guidelines to be followed by Brazilian financial institutions (including banks, brokerage firms and leasing companies) has been continuously changing. Existing laws and regulations may be amended, the manner in which existing laws and regulations are enforced or interpreted may change, and new laws or regulations may be adopted. Moreover, regulations issued by the Central Bank and CMN are not subject to the legislative process and, as such, may be enacted and implemented expeditiously, affecting our activities in an unforeseen and sudden manner. Any such changes may materially adversely affect us.
Moreover, the Central Bank has periodically modified the level of reserves and compulsory deposits that Brazilian banks are required to maintain with the Central Bank. Reserve and compulsory deposit requirements may reduce our liquidity and ability to provide loans and undertake other investments. In the future, the Central Bank may increase reserve requirements or establish new reserve or compulsory deposit requirements, and such developments may materially adversely affect us.
In addition, Brazilian law generally sets a cap on annual interest rates that may be charged on loans, but financial institutions, such as us, are exempted from this limit. Changes in this exemption (resulting from change in the applicable laws, court decisions or otherwise) may materially adversely affect us.
Changes in compulsory deposit requirements may reduce our operating margins.
The Central Bank has periodically changed the level of compulsory deposits that financial institutions in Brazil must maintain. In each of the past three years, the compulsory deposit rules linked to time deposit and demand deposit changed several times, requiring that compulsory deposits correspond to 2%, at the lowest, and 65%, at the highest, of overall deposits of a multi-service bank (such as Banco Inter). The Central Bank may increase our compulsory deposit requirements in the future or impose new requirements. Compulsory deposits that are remunerated (such as term resources and saving deposit resources) typically generate lower returns than other investments given that no interest is received on a portion of our compulsory deposits with the Central Bank and given that the monies cannot be loaned out. Any increase in compulsory deposit requirements may reduce our ability to lend funds and make other investments, which may materially adversely affect us.
We may be materially adversely affected as a result of some intervention by the Central Bank in other Brazilian financial institutions.
Brazilian banks may experience a decrease in deposits as a result of certain circumstances and conditions in the Brazilian financial market, particularly relating to the financial health of these institutions, as previously observed in various local and global crises, which had a pronounced effect on the availability of liquidity for Brazilian banks. There can be no assurance that the Central Bank will not intervene in other financial institutions. If the Central Bank undertakes an intervention, even in other financial institutions that are not part of our economic group, we may experience unexpected withdrawals of funds that may materially adversely affect us.
Certain claims over the payroll borrower’s income have priority over payroll loan payments and may result in the temporary suspension of, or permanent reduction in, payroll loan payments.
The INSS and other governmental entities impose a series of requirements on payroll deductible loans of INSS retirees and pensioners as well as public sector employees. In particular, payroll deductions for INSS retirees and pensioners and federal public servants cannot exceed 40% of the total monthly amount that payroll borrowers receives from the INSS or their employer, after deducting certain preferred expenses (such as alimony, INSS contributions and income taxes). The amount available for deductions from payroll after priority expenses is referred to as the payroll borrower’s margin. The margin is a total limit that applies to all deductions from the payroll of INSS retirees and pensioners and the salaries of federal public servants and employers of the private sector governed by the Brazilian Consolidated Labor Law.
Suspension or reduction in payments deducted from payroll may occur when a borrower assumes additional obligations that have priority in payment over payroll loan payments, thereby reducing the amount of the borrower’s payroll available to make the payroll loan payments (with payments in respect of payroll credit cards having priority over other payroll loan payments). If the amount owed monthly by a payroll borrower exceeds the borrower’s margin that may be lawfully assigned, only the assignable amount may be deducted from the payroll borrower’s benefits or salary, as applicable, which may result in a partial payment or no payment of the payroll loan and materially adversely affect us.
The increase in the competitiveness of the banking sector due to the implementation of the Open Financial System (Open Finance) may hinder client retention and affect our results.
On May 4, 2020, the CMN and the Central Bank implemented the Open Financial System, or Open Finance, in Brazil, in order to facilitate the access of new players to the financial markets, as well as encouraging competition between financial institutions. The changes brought about by these new regulations started to demand the opening and sharing of information about the services of the main financial institutions in Brazil, and expansion of the portability of data and transactions of clients. As a consequence, financial institutions will be required to adopt certain technological standards for the implementation and operationalization of interfaces dedicated to sharing data and services. Thus, data from clients and services of financial institutions are now available for access by participants in the financial system, provided that the sharing of their data is previously allowed by clients. The implementation of Open Finance was completed in 2022.
We are currently required to participate in Open Finance as a payment transactions initiator (iniciador de transação de pagamento). If we are unable to be competitive in the face of these new market conditions or fully and duly observe the required technological standards, including those related to cybersecurity, we may experience difficulties in retaining clients and our financial results, as well as our reputation, may be negatively impacted.
We are subject to various risks in our credit card operations.
We issue credit cards and payroll cards (credit card for payroll clients) to our clients. Our credit card operations are subject to various risks, including risk of fraud and credit risk of our clients, as well as risk relating to the general economic conditions of the Brazilian economy. Fraud risks include losses from various types of fraud by our clients or third parties, including use of stolen or fraudulent credit card data, attempted payments with insufficient funds and other forms of fraud. People use increasingly sophisticated methods to engage in illegal activities involving personal information, such as unauthorized use of another person’s identity, account information or payment information and unauthorized acquisition or use of credit or debit card details, bank account information and mobile phone numbers and accounts. Our credit risk with credit cards is the risk that our client may not have enough funds to pay the credit card balance when due. This risk can be exacerbated if the models we use to determine the amount of credit we extend to each client are not properly calibrated. Additionally, our credit card operations are relatively new. As such, we are still developing and implementing more sophisticated methods and models to mitigate the risks relating to our credit card operations.
We cannot assure you that we will effectively manage our scale.
Our employee headcount and the scale and complexity of our business have increased significantly over time. The scale of our business and breadth of our products creates significant challenges for our management, operational, and financial resources, including managing multiple relationships with users, marketers, developers, and other third parties, and maintaining information technology systems and internal controls and procedures that support the scale and complexity of our business. In addition, some members of our management do not have significant experience managing a large global business operation, so our management may not be able to manage our scale effectively. To effectively manage our scale, we must maintain, and continue to adapt, our operational, financial, and management processes and systems, manage our headcount and facilities, and effectively train and manage our personnel. In addition, from time to time, we implement organizational changes to pursue greater efficiency and realign our business and strategic priorities. As our organization continues to evolve, and we are required to implement and adapt complex organizational management structures, we may find it difficult to maintain the benefits of our corporate culture, including our ability to quickly develop and launch new and innovative products. This could negatively affect our business performance.
Adverse developments affecting the financial services industry, such as actual events or concerns involving liquidity, defaults, or nonperformance by financial institutions or transactional counterparties, could adversely affect the Company’s current and projected business operations and its financial condition and results of operations.
Current events involving reduced or limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions or other companies in the financial services industry or the financial services industry generally, or concerns or rumors about any events of these kinds, have in the past and may in the future lead to market-wide liquidity problems. In Brazil, for example, credit markets have been significantly impacted by the Americanas case (Americanas is a publicly traded company in Brazil that operates in retail in two sectors physical stores and e-commerce. In 2023, Americanas filed for a bankruptcy protection, after discovering inconsistencies in its financial statements), which has led lenders to be more cautious and selective in granting credit and widened banking spreads, which may increase the risk of default by our clients, suppliers, service providers and other counterparties, and reduce the ability of our clients to make additional investments. Additionally, on March 10, 2023, Silicon Valley Bank, was closed by the California Department of Financial Protection and Innovation, which appointed the Federal Deposit Insurance Corporation as receiver. Similarly, on March 12, 2023, Signature Bank and Silvergate Capital Corp. were each swept into receivership. Although we did not have any cash or cash equivalent balances on deposit with Silicon Valley Bank, Signature Bank and Silvergate Capital Corp., investor concerns regarding the U.S. or international financial systems could result in less favorable commercial financing terms, including higher interest rates or costs and tighter financial and operating covenants, or systemic limitations on access to credit and liquidity sources, thereby making it more difficult for us to acquire financing on acceptable terms or at all. If other banks and financial institutions enter receivership or become insolvent in the future in response to financial conditions affecting the banking system and financial markets, our ability to access our cash and cash equivalents and investments in marketable securities may be threatened. Any decline in available funding or access to our cash and liquidity resources could, among other risks, adversely impact our ability to meet our operating expenses, financial obligations or fulfill our other obligations, or result in breaches of our financial and/or contractual obligations. Any of these impacts, or any other impacts resulting from the factors described above or other related or similar factors not described above, could have material adverse impacts on our liquidity and our current and/or projected business operations and financial condition and results of operations.
Risks Relating to Brazil and the Global Economy
Disruption or volatility in global financial and credit markets could adversely affect the financial and economic environment in the countries in which we operate, most notably Brazil, which could have a material adverse effect on our business, financial condition and results of operations.
Our operations are dependent upon the performance of the economies in which we do business, Brazil in particular. Crises and volatility in the financial markets of countries other than Brazil may affect the global financial markets and the Brazilian economy and may have a negative impact on our operations.
Volatility and uncertainty in global financial and credit markets have generally led to a decrease in liquidity and an increase in the cost of funding for Brazilian and international issuers and borrowers. Such conditions may adversely affect our ability to access capital and liquidity on financial terms that are acceptable, if at all. If we are unable to access capital and liquidity on financial terms acceptable to us or at all, our financial condition and the results of our operations may be adversely affected. In addition, the economic and market conditions of other countries, including the United States, countries in the European Union and emerging markets, may affect the volume of foreign investments in Brazil. If the level of foreign investment declines, our access to capital may likewise decline, which could negatively affect our business, ability to take advantage of strategic opportunities and, ultimately, the trading price of our Class A common shares.
Further, the demand for credit and financial services, as well as our clients’ ability to make payments and deposits, is directly impacted by macroeconomic variables, such as economic growth, income, unemployment rates, inflation and fluctuations in interest and foreign exchange rates. Disruptions and volatility in the global financial markets may have significant consequences in the countries in which we operate, such as volatility in the prices of securities, interest rates and foreign exchange rates. Higher uncertainty and volatility may result in a slowdown in the credit market and the economy, which, in turn, could lead to higher unemployment rates and a reduction in the purchasing power of consumers. Such events may significantly impair our clients’ ability to perform their obligations and increase overdue or non-performing loans, resulting in an increase in the risk associated with our lending activity.
Any growth in the Brazilian economy is limited by inadequacies in infrastructure, including energy shortages and deficiencies in the transport, logistics and telecommunications sectors, the lack of skilled manpower and of public and private investment in these areas and in education, limiting productivity and efficiency. Any of these factors could result in volatility in the labor market and have an aggregate impact on income, purchasing power and consumption levels, which may materially adversely affect us due to restricted growth in the economy and a resulting increase in default rates.
The Brazilian government exercises significant influence over the Brazilian economy and government actions may materially adversely affect the Brazilian market and us.
Economic policies, including credit, monetary, tax and exchange policies, are used as instruments to maintain the functioning of Brazil’s economic system. In this context, changes in regulations of exchange controls, taxes and other areas applicable to services offered by financial institutions may materially adversely affect us.
Uncontrolled inflation, significant exchange rate variations, social instability and other political, economic and diplomatic events, as well as the Brazilian government’s response to these events, may materially adversely affect us. In addition, uncertainty regarding the guidelines of economic policy may contribute to a lack of confidence and increased volatility in the Brazilian capital markets, as well as in the price of securities of Brazilian issuers. It is not possible to predict with any certainty how the approval of any reforms, such as labor, social security, political and tax reforms, will impact on the Brazilian economy. Continuing political uncertainty may affect the approval of important measures and lead to reversals in expectations, such as, but not limited to:
•fluctuations in interest rates;
•fluctuations in exchange rates;
•reductions in salary and income levels;
•increased unemployment rates;
•inflation;
•reserve requirements;
•capital requirements;
•liquidity of capital and credit markets;
•macroeconomic measures;
•client defaults;
•monetary and fiscal policies, as well as changes in the tax regime;
•political, social or economic instability;
•allegations of corruption against political parties, civil servants and others; and
•other political, social and economic events affecting Brazil.
We cannot foresee which measures may be adopted by the Brazilian government, which measures (if and when implemented) may create instability in the Brazilian economy. For example, the deterioration in federal, state and municipal governments’ fiscal results in recent years has led to an unprecedented increase in gross debt as well as in the gross debt to GDP ratio. In this environment, the government may encounter difficulty honoring its commitment to pass on to us the credit installments deducted from the salaries of its employees, increasing our provisions for credit in general.
We are unable to estimate the impact of changes in Brazilian economic and fiscal policy. We also cannot predict how current or future measures may impact our business. Moreover, due to the current political and economic instability, there are substantial uncertainties in relation to future economic policies and we cannot foresee which policies will be adopted by the Brazilian government and whether these policies will materially adversely affect the economy or us. Any changes in the regulatory capital requirements, the reserve requirements or regulations that govern our products and services, for example, or continued policy uncertainty, may materially adversely affect us.
Political instability in Brazil, including instability resulting from social and political unrest relating to the presidential elections, corruption investigations, may materially adversely affect us.
Historically, Brazil’s political landscape has influenced and continues to influence the performance of the country’s economy. Political crises have affected and continue to affect the confidence of both investors and the public, which has resulted in an economic downturn and increased the volatility of securities issued by Brazilian companies.
The Brazilian markets have also experienced an increase in volatility on account of the uncertainties generated by corruption investigations, led by the Federal Public Prosecutor’s Office and other authorities, and its impact on the Brazilian economy and political environment.
We are unable to predict the outcome of any such political unrest and investigations (future or present), including its effects on the Brazilian economy.
The potential result of these and other events is uncertain, but they already had a negative impact on the image and reputation of the companies involved, as well as on the general perception of the Brazilian economy. The development of these events has and may continue to adversely affect our business, financial condition, results of operations, as well as the market price of our shares. We cannot predict the results of the ongoing events, nor their impact on the Brazilian economy and stock market.
We cannot predict how the Brazilian government may impact on the overall stability, growth prospects and the country’s economy and political situation. Nor can we predict how ongoing and future political unrest and investigations may affect Brazil’s political and economic environment. Likewise, any difficulty for the Brazilian government in obtaining a majority of votes in the Brazilian Congress may result in a political standstill, protests and strikes, all of which may adversely affect our operations. Any of the above factors may create political uncertainty, which may materially impact on the Brazilian economy, our business, financial conditions and the results of our operations.
Downgrading of Brazil’s credit rating may have a material adverse effect on our funding costs.
Rating agencies regularly evaluate Brazil and its sovereign ratings based on a number of factors, including macroeconomic trends, physical and budgetary conditions, debt metrics and the prospect of changes in any of these factors.
On December 19, 2023, S&P raised Brazil’s credit rating to BB from BB-, considered speculative grade, citing that the government continues to implement fiscal consolidation measures that have helped reduce the country’s still high deficit, which together with lower interest rates. Besides the gradual implementation of the tax reform recently approved, it should contribute to stronger growth and investment prospects over the next three years, in addition to a gradual improvement in fiscal results.
Since April 2018, Moody’s maintained Brazil’s Ba2 rating. Since May 2021, Fitch’s affirmed Brazil’s BB- rating.
As a result of Brazil losing its investment grade status with the three major rating agencies, the trading prices of debt and equity securities issued by Brazilian issuers have been adversely affected. Any extension of the current Brazilian recession could lead to further downgrades of the ratings, while any further decline in Brazil’s sovereign credit rating could increase investors’ risk perception and, consequently, may increase our future borrowing costs and materially adversely affect us.
In the event the Brazilian government fails to make payments due to holders of bonds issued by the Brazilian National Treasury to finance public debt, we may be materially adversely affected in light of our investments in these securities. In addition, a significant decrease in the market value of Brazilian government securities allocated in our portfolio could result in negative adjustments to the market value of these securities, which could materially adversely affect us.
Brazil’s economy is vulnerable to external shocks that may have a material adverse effect on its economic growth and us.
Events and the perception of risks in other countries, particularly in emerging market countries, may have a material adverse effect on the market price of Brazilian securities, including those issued by us. The market value of securities issued by Brazilian companies is influenced, to varying degrees, by the economic and market conditions in other countries, including the United States, European countries, Latin American countries and emerging market countries. Investors’ reactions to the events in these other countries may have an adverse effect on the market value of Brazilian companies’ securities. The prices of the stocks traded on B3, for example, have historically been sensitive to fluctuations in U.S. interest rates, as well as to variations in major U.S. stock exchanges. Moreover, crises in other emerging market countries may reduce investors’ interest in the securities of Brazilian companies, including those issued by us, which may negatively affect the market price of the shares issued by us. In addition, the instability or volatility of the global financial markets may further increase the negative effects on Brazil’s financial and economic environment, which may materially adversely affect us.
War, terrorism, geopolitical uncertainties, public health issues and other business interruptions have caused and could cause damage or disruption to the economy and commerce on a global or regional basis, which could have a material adverse effect on our business, our clients, and companies with which we do business. For instance, the current crisis caused by Ukraine-Russia war has caused high levels of market volatility and uncertainty and could continue to adversely impact global financial and capital markets. Also, the length and impact of Ukraine-Russia war and Israel-Hamas war, is highly unpredictable, the conflict could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions.
Exchange rate instability may have adverse effects on the Brazilian economy, us and the price of our Class A common shares.
The Brazilian currency has been historically volatile and has been devalued frequently over the past three decades. Throughout this period, the Brazilian government has implemented various economic plans and used various exchange rate policies, including sudden devaluations, periodic mini devaluations (during which the frequency of adjustments has ranged from daily to monthly), exchange controls, dual exchange rate markets and a floating exchange rate system. Although long-term depreciation of the real is generally linked to the rate of inflation in Brazil, depreciation of the real occurring over shorter periods of time has resulted in significant variations in the exchange rate between the real, the U.S. dollar and other currencies. For more information about the exchange rate between the real and the U.S. dollar, see “Item 4. Information on the Company―Business Overview―Exchange Rates.”
A devaluation of the real relative to the U.S. dollar could create inflationary pressures in Brazil and cause the Brazilian government to, among other measures, increase interest rates. Any depreciation of the real may generally restrict access to the international capital markets. It would also reduce the U.S. dollar value of our results of operations. Restrictive macroeconomic policies could reduce the stability of the Brazilian economy and harm our results of operations and profitability. In addition, domestic and international reactions to restrictive economic policies could have a negative impact on the Brazilian economy. These policies and any reactions to them may harm us by curtailing access to foreign financial markets and prompting further government intervention. A devaluation of the Brazilian real relative to the U.S. dollar may also, as in the context of the current economic slowdown, decrease consumer spending, increase deflationary pressures and reduce economic growth.
On the other hand, an appreciation of the Brazilian real relative to the U.S. dollar and other foreign currencies may deteriorate the Brazilian foreign exchange current accounts. We and certain of our suppliers purchase services from countries outside Brazil, and thus changes in the value of the U.S. dollar compared to other currencies may affect the costs of services that we purchase. Depending on the circumstances, either devaluation or appreciation of the real relative to the U.S. dollar and other foreign currencies could restrict the growth of the Brazilian economy, as well as our business, results of operations and profitability.
Our ability to make payments may be limited by liquidity constraints in Brazil in the occurrence of an event that could lead to an exodus of capital from Brazil and/or induce the Central Bank to effect a sudden and substantial increase in the basic interest rate of the Brazilian economy.
The occurrence of an event that could lead to an exodus of capital from Brazil or induce the Central Bank to effect a sudden and substantial increase in the basic interest rate of the economy could have repercussions on local liquidity conditions. These financial uncertainties, which could be both external and internal, may increase liquidity risks, adversely affecting the main sources of funds, particularly short-term deposits, and raising financing costs, which may have a material adverse effect on our profits as well as our liquidity levels. In addition, negative events affecting the Brazilian economy may directly or indirectly affect certain clients’ ability to honor their financial commitments with us, which can materially adversely affect us.
A substantial increase in inflation could materially adversely affect us.
Brazil has been experiencing high rates of inflation. A number of measures and plans were adopted by the Brazilian government to combat inflation, which negatively affected the Brazilian economy. If, however, the Brazilian government fails to control inflation, we may be materially adversely affected due to a negative impact on our ability to meet our obligations given certain of our agreements are adjusted by the inflation indices. Inflationary pressures may also reduce our ability to access foreign financial markets, affect our clients’ ability to meet their obligations and lead to further government intervention in the economy, including the introduction of economic policies that may materially adversely affect the performance of the Brazilian economy as a whole and, consequently, us.
Risks Related to Our Common Shares
Our controlling shareholder owns all our Class B common shares, which represent approximately 80% of the voting power of our issued share capital and controls all matters requiring shareholder approval.
Our controlling shareholder controls us through the ownership of all our Class B common shares and, therefore, approximately 78% of our voting capital. Our Class B common shares are entitled to 10 votes per share and our Class A common shares are entitled to one vote per share. As a result, our controlling shareholder controls the outcome of all decisions at our general meetings and will be able to elect a majority of the members of our board of directors. . The decisions of our controlling shareholder on these matters may be contrary to your expectations or preferences, and they may take actions that could be contrary to your interests. For further information regarding shareholdings in Inter&Co, see “Item 7. Major Shareholders and Related Party Transactions.” So long as our controlling shareholder beneficially owns a sufficient number of Class B common shares, even if they beneficially own significantly less than 50% of our outstanding share capital, they will be able to effectively control all decisions at our general meetings.
If the trading price of our Class A common shares fluctuates, you could lose a significant part of your investment. A significant number of our Class A common shares are held through our BDRs, in Brazil, which may impact the liquidity and trading price of our Class A common shares.
The market price of the Class A common shares may be influenced by many factors, some of which are beyond our control, including:
•announcements by us or our competitors of significant contracts or acquisitions;
•technological innovations by us or competitors;
•the failure of financial analysts to continue covering our Class A common shares;
•actual or anticipated variations in our results of operations;
•changes in financial estimates by financial analysts, or any failure by us to meet or exceed any of these estimates, or changes in the recommendations of any financial analysts that elect to follow our Class A common shares or the shares of our competitors;
•adverse news relating to us and our business, our executives and key business partners or suppliers;
•future sales of our shares (including by our controlling shareholder who may at any time convert its Class B common shares into Class A common shares); and
•investor perceptions of us and the industries in which we operate.
In addition, the global stock market in general has experienced substantial price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of particular companies affected. These broad market and industry factors may materially harm the market price of our Class A common shares. In the past, following periods of volatility in the market price of certain companies’ securities, securities class action litigation has been instituted against these companies. This litigation, if instituted against us, could adversely affect our financial condition or results of operations. If a market does not develop or is not maintained, the liquidity and price of our Class A common shares could be seriously harmed.
A significant number of our Class A common shares are held through our BDRs, in Brazil, which may impact the liquidity and trading price of our Class A common shares. To the extent our Class A common shares are held through our BDRs, you may have difficulty selling any Class A common shares. We cannot predict the extent to which investor interest in us and in our Class A common shares will affect the trading market for our Class A common shares on Nasdaq or otherwise or how liquid that market might become.
We may issue additional Class A common shares, which may dilute your interest in our share capital and affect the trading price of our Class A common shares.
We may issue additional our Class A common shares in the future, which may result in a dilution of your interest in our share capital and affect the trading price of our Class A common shares. Current Class A shareholders will not have preemptive or priority rights to participate in a priority offering of our Class A common shares.
Under our Articles of Association, holders of our Class B common shares are entitled to preemptive rights in order to maintain their proportional ownership interests. For more information, see “Item 10. Additional Information ― B. Memorandum and Articles of Association ― Preemptive or Similar Rights.”
We may also raise additional funds to grow our business and implement our growth strategy through public or private issuances of common shares or securities convertible into, or exchangeable for, our shares, which may dilute your interest in our share capital or result in a decrease in the market price of Inter&Co shares. In addition, we may also enter into mergers or other similar transactions in the future, which may dilute your interest in our share capital or result in a decrease in the market price of our shares. Any fundraising through the issuance of shares or securities convertible into or exchangeable for shares or the participation in corporate transactions with an effect similar to a merger, may dilute your interest in our share capital or result in a decrease in the market price of our Class A common shares.
Our Articles of Association contain anti-takeover provisions that may discourage a third-party from acquiring us and adversely affect the rights of holders of our Shares.
Our Articles of Association contain certain provisions that could limit the ability of others to acquire our control, including a provision that grants authority to our board of directors to establish and issue from time to time one or more series of preferred shares and to determine, with respect to any series of preferred shares, the terms and rights of that series. These provisions could have the effect of depriving our shareholders of the opportunity to sell their shares at a premium over the prevailing market price by discouraging third parties from seeking to obtain our control in a tender offer or similar transactions.
Requirements associated with being a public company in the United States require significant company resources and management attention.
We are subject to certain reporting requirements of the Exchange Act, and the other rules and regulations of the SEC and Nasdaq. We are also subject to various other regulatory requirements, including the Sarbanes-Oxley Act. These rules and regulations have increased and may continue to increase our legal, accounting and financial compliance costs and to make some activities more time-consuming and costly. New rules and regulations relating to information disclosure, financial reporting and controls and corporate governance, which could be adopted by the SEC, Nasdaq or other regulatory bodies or exchange entities from time to time, could result in a significant increase in legal, accounting and other compliance costs and make certain corporate activities more time-consuming and costly, which could materially affect our business, financial condition and results of operations. These rules and regulations may also make it more difficult for us to attract and retain qualified persons to serve on our board of directors or as executive officers.These cost increases and the diversion of management’s attention could materially and adversely affect our business, financial condition and results of operations.
If securities or industry analysts do not publish research, or publish inaccurate or unfavorable research, about our business, the price of our Class A common shares and their trading volume could decline.
The trading market for our Class A common shares may depend in part on the research and reports that securities or industry analysts publish about us or our business. Securities and industry analysts do not currently, and may never, publish research about us. If no or too few securities or industry analysts start to cover us, the trading price for our Class A common shares would be negatively affected. In the event securities or industry analysts initiate coverage, if one or more of the analysts who cover us downgrade our Class A common shares or publish inaccurate or unfavorable research about our business, the price of our Class A common shares would likely decline. If one or more of these analysts ceases to cover us or fail to publish reports on us regularly, demand for our Class A common shares could decrease, which might cause the price of our Class A common shares and trading volume to decline.
Our dual class capital structure means our shares will not be included in certain indices. We cannot predict the impact this may have on the trading price of our Class A common shares.
In 2017, FTSE Russell, S&P Dow Jones and MSCI announced changes to their eligibility criteria for inclusion of shares of public companies on certain indices to exclude companies with multiple classes of shares of common stock from being added to such indices. FTSE Russell announced plans to require new constituents of its indices to have at least five percent of their voting rights in the hands of public stockholders, whereas S&P Dow Jones announced that companies with multiple share classes, such as ours, will not be eligible for inclusion in the S&P 500, S&P MidCap 400 and S&P SmallCap 600, which together make up the S&P Composite 1500. MSCI also opened public consultations on their treatment of no-vote and multi-class structures and temporarily barred new multi-class listings from its ACWI Investable Market Index and U.S. Investable Market 2500 Index; however, in October 2018, MSCI announced its decision to include equity securities “with unequal voting structures” in its indices and to launch a new index that specifically includes voting rights in its eligibility criteria. We cannot assure you that other stock indices will not take a similar approach to FTSE Russell, S&P Dow Jones and MSCI in the future. Under the announced policies, our dual class capital structure makes us ineligible for inclusion in any of these indices and, as a result, mutual funds, exchange-traded funds and other investment vehicles that attempt to passively track these indices will not invest in our stock. It continues to be somewhat unclear what effect, if any, these policies will have on the valuations of publicly traded companies excluded from the indices, but in certain situations they may depress these valuations compared to those of other similar companies that are included. Exclusion from indices could make our Class A common shares less attractive to investors and, as a result, the market price of our Class A common shares could be adversely affected.
Inter&Co is a Cayman Islands exempted company with limited liability. The rights of Inter&Co shareholders, including with respect to fiduciary duties and corporate opportunities, may be different from the rights of shareholders governed by the laws of U.S. jurisdictions.
Inter&Co is a Cayman Islands exempted company with limited liability. Inter&Co corporate affairs are governed by its Articles of Association and by the laws of the Cayman Islands. The rights of Inter&Co shareholders and the responsibilities of members of Inter&Co’s board of directors may be different from the rights of shareholders and responsibilities of directors in companies governed by the laws of U.S. jurisdictions. In particular, as a matter of Cayman Islands law, directors of a Cayman Islands company owe fiduciary duties to the company and separately a duty of care, diligence and skill to the company. Under Cayman Islands law, directors and officers owe the following fiduciary duties: (1) duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole; (2) duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose; (3) directors should not improperly fetter the exercise of future discretion; (4) duty to exercise powers fairly as between different sections of shareholders; (5) duty to exercise independent judgment; and (6) duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests. Inter&Co’s Articles of Association have varied this last obligation by providing that a director must disclose the nature and extent of his or her interest in any contract or arrangement, and following such disclosure, such director shall not vote in respect of any transaction or arrangement in which he or she is interested and shall not be counted in the quorum at the meeting. The resolution may be passed by a majority of the directors present at the meeting. Conversely, under Delaware corporate law, a director has a fiduciary duty to the corporation and its stockholders (made up of two components) and the director’s duties prohibits self-dealing by a director and mandates that the best interest of the corporation and its shareholders take precedence over any interest possessed by a director, officer or controlling shareholder and not shared by the shareholders generally.
Inter&Co shareholders may face difficulties in protecting their interests because Inter&Co is a Cayman Islands exempted company.
Inter&Co corporate affairs are governed by our Articles of Association, by the Companies Act (As Revised) of the Cayman Islands, or Companies Act, and the common law of the Cayman Islands. The rights of shareholders to take action against Inter&Co directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as that from English common law, which has persuasive, but not binding, authority on a court in the Cayman Islands. The rights of Inter&Co shareholders and the fiduciary responsibilities of Inter&Co directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a less exhaustive body of securities laws than the United States. In addition, some U.S. states, such as Delaware, have more fulsome and judicially interpreted bodies of corporate law than the Cayman Islands.
While Cayman Islands law allows a dissenting shareholder to express the shareholder’s view that a court sanctioned reorganization of a Cayman Islands company would not provide fair value for the shareholder’s shares, Cayman Islands statutory law does not specifically provide for shareholder appraisal rights in connection with a merger or consolidation of a company that takes place by way of a scheme of arrangement. This may make it more difficult for you to assess the value of any consideration you may receive in a merger or consolidation (by way of a scheme of arrangement) or to require that the acquirer gives you additional consideration if you believe the consideration offered is insufficient. However, Cayman Islands statutory law provides a mechanism for a dissenting shareholder in a merger or consolidation that does not take place by way of a scheme of arrangement to apply to the Grand Court of the Cayman Islands for a determination of the fair value of the dissenter’s shares if it is not possible for the company and the dissenter to agree on a fair price within the time limits prescribed.
Shareholders of Cayman Islands exempted companies have no general rights under Cayman Islands law to inspect corporate records and accounts or to obtain copies of lists of shareholders. Inter&Co directors have discretion under Inter &Co Articles of Association to determine whether or not, and under what conditions, Inter&Co corporate records may be inspected by Inter&Co shareholders, but are not obliged to make them available. This may make it more difficult for you to obtain information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest.
As a foreign private issuer, Inter&Co has different disclosure and other requirements than U.S. domestic registrants and non-emerging growth companies.
As a foreign private issuer, we are subject to different disclosure and other requirements than domestic U.S. registrants and non-emerging growth companies. For example, as a foreign private issuer, in the United States, Inter&Co is not subject to the same disclosure requirements as a domestic U.S. registrant under the Exchange Act, including the requirements to prepare and issue quarterly reports on Form 10-Q or to file current reports on Form 8-K upon the occurrence of specified significant events, the proxy rules applicable to domestic U.S. registrants under Section 14 of the Exchange Act or the insider reporting and short-swing profit rules applicable to domestic U.S. registrants under Section 16 of the Exchange Act. In addition, we intend to rely on exemptions from certain U.S. rules which will permit Inter&Co to follow Cayman Islands legal requirements rather than certain of the requirements that are applicable to U.S. domestic registrants.
We follow Cayman Islands laws and regulations that are applicable to Cayman Islands companies. However, Cayman Islands laws and regulations applicable to Cayman Islands companies do not contain any provisions comparable to the U.S. proxy rules, the U.S. rules relating to the filing of reports on Form 10-Q or 8-K or the U.S. rules relating to liability for insiders who profit from trades made in a short period of time, as referred to above.
Furthermore, foreign private issuers are required to file their annual report on Form 20-F within 120 days after the end of each fiscal year, while U.S. domestic issuers that are accelerated filers are required to file their annual report on Form 10-K within 75 days after the end of each fiscal year. Foreign private issuers are also exempt from Regulation Fair Disclosure, aimed at preventing issuers from making selective disclosures of material information, although we are subject to Cayman Islands laws and regulations having, in some respects, a similar effect as Regulation Fair Disclosure. As a result of the above, even though we are required to furnish reports on Form 6-K disclosing the limited information which we have made or are required to make public pursuant to Cayman Islands law, or are required to distribute to shareholders generally, and that is material to us, you may not receive information of the same type or amount that is required to be disclosed to shareholders of a U.S. company.
We cannot predict if investors will find Inter&Co common shares less attractive because we may rely on these exemptions. If some investors find Inter&Co common shares less attractive as a result, there may be a less active trading market for our common shares and the price of our common shares may be more volatile.
As a foreign private issuer and a “controlled company,” we may rely on exemptions from certain corporate governance requirements. You will not have the same protections afforded to shareholders of companies that are subject to such requirements.
We are a “controlled company,” within the meaning of the corporate governance standards of Nasdaq corporate governance rules, and a foreign private issuer, which permits us to rely on exemptions from certain corporate governance requirements. As a result, (i) we are not required to have a board that is composed of a majority of “independent directors,” as defined under the rules of such exchange, (ii) we are not required to have a compensation committee that is composed entirely of independent directors; and (iii) we are not required to have a nominating and corporate governance committee that is composed entirely of independent directors. We utilize and intend to continue utilizing these exemptions.
United States civil liabilities and certain judgments obtained against Inter&Co by Inter&Co shareholders may not be enforceable.
We are a Cayman Islands exempted company and substantially all of our assets are located outside of the United States. In addition, the majority of Inter&Co directors and officers are nationals and residents of countries other than the United States. A substantial portion of the assets of these persons is located outside of the United States. As a result, it may be difficult to effect service of process within the United States upon these persons. It may also be difficult to enforce in U.S. courts judgments obtained in U.S. courts based on the civil liability provisions of the U.S. federal securities laws against us and Inter&Co officers and directors who are not resident in the United States and the substantial majority of whose assets are located outside of the United States.
Further, it is unclear if original actions predicated on civil liabilities based solely upon U.S. federal securities laws are enforceable in courts outside the United States, including in the Cayman Islands and Brazil. Courts of the Cayman Islands may not, in an original action in the Cayman Islands, recognize or enforce judgments of U.S. courts predicated upon the civil liability provisions of the securities laws of the United States or any state of the United States on the grounds that such provisions are penal in nature. Although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, courts of the Cayman Islands will recognize and enforce a foreign judgment of a court of competent jurisdiction if such judgment is final, for a liquidated sum, provided it is not in respect of taxes or a fine or penalty, is not inconsistent with a Cayman Islands’ judgment in respect of the same matters, and was not obtained in a manner which is contrary to the public policy of the Cayman Islands. In addition, a Cayman Islands court may stay proceedings if concurrent proceedings are being brought elsewhere.
Judgments of Brazilian courts to enforce our obligations with respect to our Class A common shares may be payable only in Reais.
Most of our assets are located in Brazil. If proceedings are brought in the courts of Brazil seeking to enforce our obligations in respect of our Class A common shares, we may not be required to discharge our obligations in a currency other than the real. Under Brazilian exchange control laws, an obligation in Brazil to pay amounts denominated in a currency other than the real may only be satisfied in Brazilian currency at the exchange rate, typically as determined by the Central Bank, in effect on the date the judgment is obtained, and such amounts are then typically adjusted to reflect exchange rate variations and monetary restatements through the effective payment date. The then-prevailing exchange rate may not afford non-Brazilian investors with full compensation for any claim arising out of or related to our obligations under the Class A common shares.
There could be adverse U.S. tax consequences to U.S. persons that hold the Class A common shares if we are treated as a passive foreign investment company.
U.S. shareholders of passive foreign investment companies are subject to potentially adverse U.S. federal income tax consequences. In general, a non-U.S. corporation is a passive foreign investment company, or PFIC, for any taxable year in which (i) 75% or more of its gross income consists of passive income; or (ii) 50% or more of the value of its assets (generally determined on the basis of a quarterly average) is attributable to assets that produce, or are held for the production of, passive income. For purposes of the above calculations, a non-U.S. corporation that owns, directly or indirectly, at least 25% by value of the shares of another corporation is treated as if it held its proportionate share of the assets of the other corporation and received directly its proportionate share of the income of the other corporation.
Based on our Audited Financial Statements and our current expectations regarding the value and nature of our assets, the sources and nature of our income, and relevant market and shareholder data, we do not believe that we were treated as a PFIC for the 2023 or 2022 taxable years and we do not anticipate becoming a PFIC for our current taxable year or in the reasonably foreseeable future.
However, the determination whether we are a PFIC must be made annually after the close of each taxable year and based on the facts and circumstances at that time, such as the valuation of our assets, including goodwill and other intangible assets, which may depend on the value of the Class A common shares and the BDRs at the time and can be expected to vary from over time. The determination of our PFIC status also depends on whether and how fast we deploy significant amounts of cash and other liquid assets. In addition, although we consider ourselves to be actively engaged in an active business, certain of our income may be treated as passive income, unless it is eligible for an exception for certain income derived in the active conduct of a banking business, or the “Active Banking Exception,” and related assets may be considered passive assets unless the Active Banking Exception applies. We believe that the Active Banking Exception, as interpreted by Treasury regulations, including recently proposed Treasury regulations, or the Proposed Regulations, should apply to treat such income and related assets as active, but such treatment is not certain. Moreover, while the Proposed Regulations permit taxpayers to rely on them, it is possible that the U.S. Department of the Treasury, or Treasury Department, will not follow the approach of the Proposed Regulations when issuing final regulations, in which case the Active Banking Exception might not apply to our income or related assets and it is possible that we could be treated as a PFIC. Accordingly, there can be no assurance that we will not be treated as a PFIC for a given taxable year. If we are a PFIC, U.S. shareholders would be subject to certain adverse U.S. federal income tax consequences as discussed under “Taxation—United States Federal Income Tax Considerations.”
If we are required to register under the Investment Company Act, our ability to conduct our business could be materially adversely affected, and you could suffer losses.
Inter&Co is not registered, and does not intend to register, as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. The Investment Company Act contains substantive legal requirements that regulate the manner in which investment companies are permitted to conduct their business activities. Inter&Co’s assets are primarily its indirect equity interest in Banco Inter, which we believe is not an investment company pursuant to the exemption set forth in Rule 3a-6 under the Investment Company Act (which covers foreign banks).
We expect that Inter&Co’s operations will be conducted through wholly or majority-owned operating subsidiaries so that Inter&Co and each of its subsidiaries is not an investment company under the Investment Company Act. As a consequence of seeking to avoid the need to register under the Investment Company Act on an ongoing basis, we may be restricted from holding certain securities or may structure operations in a manner that would be less advantageous than would be the case in the absence of such requirements.
Additionally, if we were to be deemed an investment company, restrictions imposed by the Investment Company Act, including limitations on our capital structure and our ability to transact with our affiliates, could make it impractical for us to continue our business as currently conducted and could have a material adverse effect on our financial performance and operations.
Pursuant to Brazilian law, we may amend our deposit agreement in respect of the BDRs and the rights of BDR holders by means of an agreement with the BDR Depositary and without the consent of BDR holders.
Pursuant to Brazilian law, we may amend the BDR deposit agreement and the rights of Inter&Co BDRs by means of an agreement with the BDR Depositary and without the consent of BDR holders. In that case, even if the amendment or change is materially adverse to the rights of BDR holders, it will become effective and the BDR holders will not be able to challenge such amendment.
There are no specific rules relating to the delisting of our BDRs from the B3.
We may decide to delist the Inter&Co BDRs from B3. In such case, we cannot guarantee that we (or any person related to us) will make a public offering for the acquisition of Inter&Co BDRs or the underlying Class A common shares on terms and conditions that meet the expectations of the BDR holders, who in any case will not be able to prevent us from deregistering from the CVM and delisting our BDRs from the B3.
ITEM 4. INFORMATION ON THE COMPANY
A. History and Development of the Company
Inter’s story – From Intermedium Financeira to Inter&Co
We were founded in September 1994 under the name of Intermedium Crédito, Financiamento e Investimento S.A. (“Intermedium Financeira”), and initiated operations in 1995, providing personal loans to individuals and working capital loans to small and medium-sized businesses (“SMBs”). From 1995 to 2007, we operated mainly in the State of Minas Gerais and increased the breadth of products by adding mortgage and home equity loans.
In 2008, we were granted by the Central Bank of Brazil a full Commercial Banking license, which enabled us to perform all banking related activities in Brazil. Thus, we began to operate as a full service bank, by offering financing, investments, and real estate credit, under the name Banco Intermedium S.A. (“Banco Intermedium”). In 2012, we launched our insurance brokerage activities, offering a broad suite of insurance products to our clients. In 2013, Inter DTVM we also created our investment broker, regulated by Brazilian Securities and Exchange Commission (CVM).
From 1994 to 2014, we evolved from a financing company to a licensed-bank, from regional to a national footprint, and from pure credit to credit & services. In 2015 we launched our 100% Digital Checking Account, the most important milestone of our history, changing our mission to become a full service digital bank. We enhanced our Digital Checking Account in 2016 by offering Mastercard’s credit and debit cards and foreign exchange products. In 2017, we changed our brand to “Banco Inter” to reflect the evolution of our business, with a simpler, shorter, and modern name, indicating the path that we wanted to follow in the coming years.
In 2018, another important milestone was accomplished: we were the first digital bank to carry out an initial public offering of shares (IPO) in Brazil, on B3 – Bolsa, Brasil, Balcão. Banco Inter was a public company until 2022, when, in June of that year, we completed our corporate reorganization and Banco Inter became an indirect wholly owned subsidiary of our Class A common shares and Inter&Co BDRs are currently listed on Nasdaq and B3, respectively, and Banco Inter shares were delisted from B3.
We have implemented another major evolution of our strategy in 2019 when we started to offer a marketplace of non-financial products, going beyond banking services with our new Inter Shop business vertical. For more information on the Inter Shop, see “Item 4. Information on the Company― B. Business Overview― Inter Shop.”
Between 2019 and 2023, we experienced high growth in number of clients (from 4 million in 2019 to approximately 30.4 million in 2023), and a continuous increase in the range of products offered. Thus, we believe that Inter is much more than just a bank, we are a Financial Super App, that empower people to manage their finances and daily activities, through a simple and seamlessly integrated digital experience. For more information or strategy, see “Item 4. Information on the Company― B. Business Overview― Overview.”
In January 2022, we concluded the acquisition of Inter&Co Payments (formerly USEND), a U.S.-based financial technology company with operations in the U.S and Brazil. Inter&Co Payments provides foreign exchange and payment services, for both international and domestic use.
On January 24, 2023, we acquired YellowFi Mortgage LLC and YellowFi Management LLC, each a Florida limited liability company, for a combination of cash and Class A common shares. YellowFi Mortgage LLC and YellowFi Management LLC changed their names to Inter US Finance LLC (“Inter US Finance”) and Inter US Management LLC (“Inter US Management”) respectively. Antonio Cassio Segura, former CEO of BB Americas, manager and founder of both companies, continued to manage the businesses. Inter US Finance owns, manages and operates a mortgage lending and origination business in the state of Florida, Colorado, and Georgia, and Inter US Management manages and operates the Inter Mortgage Opportunity Fund, a residential mortgage investment fund that holds mortgage promissory notes throughout the United States.
We aim to extend the capabilities we have developed in Brazil into new markets, including in the U.S., offering solutions for Brazilians who travel abroad and to US Residents. For more information on the Global business vertical, see “Item 4. Information on the Company― B. Business Overview― Global.”
In May 2023, we launched our seventh vertical, Loyalty. Through the product we called “Inter Loop”, we are using our the banking structure as the backbone to structure a rewards program within the Financial Super App. For more information on the Global business vertical, see “Item 4. Information on the Company― B. Business Overview― Loyalty.”
In 2024, we sold 36.8 million of our Class A common shares through a follow-on offering, raising approximately US$162 million in gross proceeds. The offering initially closed in January 2024 and the exercise of the over-allotment option closed in February 2024. One of the main objectives of the follow-on offering was to enhance liquidity for our Class A Shares traded on Nasdaq.
Inter&Co and the Corporate Reorganization
In June 2022, we concluded our corporate reorganization, which consisted in the migration of Banco Inter’s shareholding base on B3 in Brazil, to Inter&Co on Nasdaq in the U.S. Since then, the public held company is Inter&Co, Inc., negotiated under the ticker INTR, and with Level II Brazilian Depositary Receipts (BDR) traded on the B3, under the ticker INBR32.
We were the first company to complete this redomiciliation, demonstrating our pursuit to innovate. The conclusion of this important step in our journey is part of an expansion plan to access the biggest and more mature investors in the world, to keep leveraging our growth and path to profitability.
Corporate Information
Inter&Co was incorporated on January 26, 2021, as an exempted company with limited liability in the Cayman Islands. Inter&Co’s principal executive office is located at Avenida Barbacena, No. 1.219, 22nd floor, Belo Horizonte, Brazil 30190-131. The telephone number for our Investor Relations Department, located at this address is +55 (31) 2138-7974 and the email is <ir@inter.co>. Inter&Co indirectly owns, through Inter Holding Financeira S.A., respectively, all shares of Banco Inter.
Investors should contact our Investor Relations Department for any inquiries through the address, email and telephone number indicated above. Our principal website is <bancointer.com.br> and our Investor Relations Department website is <https://investors.inter.co/>. The information contained in, or accessible through, our website is not incorporated into this annual report. In addition, the SEC maintains a website at http://www.sec.gov, from which you can electronically access this annual report, and other information regarding issuers that file electronically with the SEC.
B. Business Overview
Overview
Our mission is to empower people to manage their finances and daily activities, through a simple and seamlessly integrated digital experience. We aim to bring the breadth of possibilities of the offline world to the palm of our client’s hands, with the convenience and scalability of our digital native financial super app, or Financial Super App.
As we began our journey as a digital bank, we were attracted to a market that we believed was ripe for disruption given the lack of focus on what truly mattered: the client. Therefore, we positioned Inter at the INTERsection of technology and banking, leveraging what we believe is the best of both worlds: the agility and innovation of a Fintech with the credibility, funding potential and expertise of a traditional bank.
Banking disruptors globally have begun their journeys starting from different edges of the addressable market, with convergence taking place subsequently. We believe this is the case in Latin America, where different players emerged to challenge incumbent financial institutions in a wide range of core competencies, including payments, secured loans, unsecured consumer credit and investments.
In the case of Inter, our initial value proposition was our free digital bank account, seeking to democratize access to financial services. Since then, we have evolved to become a relevant player within the Brazilian banking system.
As of December 31, 2023, we had a total of R$32,651.6 million in liabilities with customers, mostly comprised by time and demand deposits, and R$43,513.0 million in Funding from what we believe is a highly diversified portfolio from approximately 16.4 million active clients. During 2023, the average accumulated interbank deposit rate (the CDI) in Brazil was 12.2%. In comparison, our Cost of Funding of 2023, a non-GAAP financial measure, was 7.9%, or 59.9% of the average CDI during the same period. Based on data from the Central Bank, we estimate that during the same period the average cost of funding of incumbent and digital banks in Brazil was between 76% and 100% of CDI, respectively. We believe this cost advantage is due to our higher concentration of deposits. As of December 31, 2023, liabilities with customers and interbank deposits represented 78.8% of our Funding, a non-GAAP financial measure. Based on data from the Central Bank, we estimate that as of that same date incumbent and digital banks in Brazil had an average of 54% and 53%, respectively.
We believe that consumers seek a unique and digital experience to manage the complex activities in their daily lives, from paying bills in a fully digital format to buying daily essentials through an integrated e-commerce solution. To satisfy these clients, we built our Financial Super App, which we believe is one of the most comprehensive mobile applications globally in terms of breadth of services.
We allow clients to capitalize on the full extent of our technology to solve many of their daily financial and non-financial needs across one single Financial Super App, which include the following business verticals:
a.Inter Banking & Spending – a fully digital account that allows clients to pay bills, spend on and offline, and transfer funds, among many other features.
b.Inter Credit – lending solutions that enable clients to fund their life ambitions.
c.Inter Shop – our marketplace solutions for clients to efficiently purchase goods and an ever-growing set of on-demand services to address our clients’ daily activities.
d.Inter Invest – an open marketplace for investment products that empower clients to invest for their future.
e.Inter Insurance – insurance brokerage services that enable our clients to protect all the important assets and aspects of their lives.
f.Global – solution for Brazilian clients who are traveling abroad and for Brazilian residing in the US. This category of products brings many of our core financial and commerce ecosystems to a global experience.
g.Loyalty – our reward program, which drives retention and activation in all verticals listed above, offering multiple opportunities for clients to earn and use points inside our SuperApp.
We strive to deliver this ever-growing immersive digital experience to our clients through a winning formula that is based on four key “pillars”:
a.Full Bank Depository Capabilities – We have a fully licensed bank inside of Inter&Co (Banco Inter S.A.), which enables us to take free demand deposits and operate more efficiently.
b.Consistent Culture of Innovation – Across our organization, we have cultivated an “Orange Blood” culture that sparks creativity among all Inter’s employees.
c.Technology Platform – We have developed a technology platform that enables us to combine banking and commerce ecosystems in a single Financial Super App, launch new products faster, constantly enhance existing capabilities, operate more efficiently, and reduce operating costs.
d.Proprietary Data & Analytics – We have data capabilities that enable us to learn more about our clients and offer tailored solutions, personalized client service and underwrite more efficiently.
Inter’s business and growth is driven by our self-fulfilling flywheel:
We believe that our brand drives strong organic client acquisition and low client acquisition costs. In 2023, we continued to attract new clients at an average of 1 million new active clients per quarter.
Powered by awareness and referrals, we strive to keep our client acquisition costs at below industry-average levels. In the fourth quarter of 2023, we decreased our client acquisition cost by 19% compared to the fourth quarter of 2022.
Note: Client acquisition cost, or CAC, is a managerial estimate of the average cost of adding a new client to our platform. See “Presentation of Financial Information - Certain Performance Metrics”.
With each new client, we capture behavioral and transaction data which we leverage to enhance activation, up-sell and cross-sell, and inform clients about the breadth of our product range, resulting in more engagement. As engagement increases, we generate more data which we use to tailor and improve the client experience. This better client experience results in more word-of-mouth referrals, helping to drive product awareness and strengthen our brand.
Our Products and Solutions
We believe that we offer one of the most complete set of products and solutions in Brazil. We have developed what we believe to be a complete banking ecosystem, and, when considering to launch a new product, we conduct a thorough analysis to estimate our marginal expected return in relation to our expected research and development investment. We have designed our product strategy with the purpose to deepen client relationships, improve unit economics, and strengthen our market position by creating:
•.High Value Products – to generate more revenue per active client,
•.High Volume Products – to generate more engagement per active client, and
•.High Variety of Products – to capture more wallet share per active client
We believe that our digital native, client-centric culture allowed us to deliver a highly differentiated user experience to our over 16 million active clients as of December 31, 2023. Also, we have developed a truly global payments platform combining a fully digital backbone integrated with other payments platforms. The graph below presents our internal estimate of our market share in the indicated markets.
Sources: Banco Central do Brasil for Bank Account, Pix, Payroll and Credit Card; Caixa Economica Federal for FGTS; Abecip for Home Equity and internal estimates for FGTS anticipation market. Note 1: Inter’s market share calculated using internal data on total digital Brazilian users, as of December,2023. Note 2: Inter’s market share calculated using internal data on total transacted volume in 4Q23; Considers transactions within the Instant Payment System (SPI) only from the 4th quarter of 2023. Note 3: Market size data considers personal credit portfolio balance with free resources and total payroll-deductible personal credit; Inter’s market share calculated as personal loans minus FGTS. Note 4: Total FGTS Deposits market as of November 2023; Total Addressable portfolio estimates figures considering an average of 5 years of anticipation and Total FGTS Anticipation market considers an implied 18% portfolio growth. Note 5: Total Credit Card Loans market includes balance of the credit portfolio with free funds for both legal entities and individuals. Note 6: Total Home Equity market includes the total secured real estate credit for individuals. Note 7: All figures as of December 2023.
Our platform has already consolidated more than ten products with more than one million active customers across different verticals, such as PIX, FGTS-backed loans (loans collateralized by the balance in the debtor’s Brazilian compulsory pension plan), debit cards, cards insurance, and others. Besides demonstrating our range of revenue diversification, we believe this also demonstrates our capabilities to provide diversified product lines and engage clients effectively across them.
Additionally, we have been increasingly evolved in our ability to accelerate the adoption of our products by our clients. As shown in the chart below, we were able to reach 1 million active clients in six quarters for our most recent product launches: PIX and Inter Loop. We expect that faster and consistent client engagement as well as organic cross-selling will continue to boost our client lifetime value and our results.
Note 1: Products launched before the first quarter of 2019, first quarter included in the chart was the first quarter of 2019 to fit the chart. Note 2: Scale reduced to fit graph, PIX had 12.7 million clients on December 31, 2023.
We believe our focus on client engagement has shown some promising results. We have observed that our average revenue per active client, or ARPAC, tends to steadily increase among our client cohorts as the cohorts age. As our clients become more engaged with the Financial Super App and start engaging with products with higher profit margins such as loans, investments and cards, the value they generate for us increases. We believe that our focus on client engagement and offering innovative products and services contributes to this trend.
Complete Banking
Banking is the foundation to build our client base and generate attractive low-cost funding. We help our clients to manage their money, providing a complete digital checking account where we can deliver a broad range of financial solutions through the Financial Super App.
Integrated Commerce
In addition to helping clients better manage their money, we also help them use their money more effectively. Through the Financial Super App, our clients can shop online in a high variety of stores, as well as purchase a plane ticket and book hotels, for example.
When we bring the Inter Financial and Inter Commercial ecosystems of our business together, we believe that we can provide better value to our clients and produce an information advantage for our platform. We use this synergy to grow client engagement and increase our ability to monetize the relationships that we are building on the banking side of the business.
Global Capabilities
This is the newest initiative of our business. We are extending the value we have created in banking and commerce across borders. We are expanding our Financial Super App into the United States and began to offer a global account to our Brazilian clients traveling to or living in the US. According to the Brazilian Foreign Ministry, in 2022 there were nearly 2 million Brazilians living in the US, and, according to the US National Travel and Tourism Office (NTTO), 1.6 million Brazilian tourists traveled to the US in 2023. These potential clients know us and are a clear fit for the products in our global vertical.
This simple strategy results in seven business verticals, offered in one single Financial Super App: (i) Inter Banking & Spending; (ii) Inter Credit; (iii) Inter Shop; (iv) Inter Invest; (v) Inter Insurance; (vi) Global; and (vii) Loyalty.
Below we describe each of them in more detail:
With our banking platform, we can deliver financial solutions through our digital checking account, where we provide access to a wide range of products, including bill payments, transfers, withdrawals, debit cards, instant payments (PIX), among others, for individuals and small businesses.
Additionally, with all the transactional data from increased client engagement, we learn more about their financial lives and leverage these insights to improve our products, our underwriting and our cross-selling of other business verticals such as Inter Shop, Inter Invest and Inter Insurance.
With respect to the PIX market, according to data from the Central Bank, there were 9.7 billion individual PIX transactions with a total volume of R$4.4 trillion in the fourth quarter of 2023. During this same period, we were involved in nearly 900 million PIX transactions with a total volume of R$230 billion.
In 2023, our Card+PIX TPV was R$ 850 billion, a 47% increase when compared to 2022. The graph below outlines the evolution of the monthly Card+PIX TPV per active client of each of our client cohorts.
Note: Graph considers PIX, credit card and debit card transacted volume per client cohort
Inter Credit
We believe the strength of our primary digital banking client relationship generates a strong competitive advantage. It enables us to grow our Gross Loan Portfolio efficiently and optimize our underwriting through the wealth of data that our platform provides coupled with machine learning and AI.
This optimized underwriting process has also allowed us to maintain stable asset quality trends over 2023 despite a challenging macroeconomic scenario, with non-performing loans over 90 days (NPL > 90 days) roughly stable during 2023. Our NPL > 90 days as percentage total Gross Loan Portfolio was at 4.6% as of December 31, 2023, compared to 4.1% as of December 31, 2022. On non-performing loans from 15 to 90 days (NPL 15 to 90 days) we presented a better trend: our NPL 15 to 90 days as percentage total Gross Loan Portfolio was 4.0% as of December 31, 2023, compared to 4.1% as of December 31, 2022.
We also believe we kept an adequate amount of provisions to cover our NPL>90 days. As of December 31, 2023, our provisions for expected credit loss represented 132% of our NPL>90 days, what we call coverage ratio.
As of December 31, 2023, we had approximately 30.4 million clients. Our loans and advances to customers divided by our number of clients as of that same date was R$980.9 and our Gross Loan Portfolio divided by our number of clients as of that same date was R$1,021.6. We believe these figures indicate that we still have significant potential to expand our credit portfolio through our existing clients, as they indicate that our clients do not have a substantial amount of debt in comparison with their financial condition.
Our loan book has evolved over the past few years: We went from a regional bank offering only real estate and payroll loans to a fully diversified lender offering a broad suite of credit products across all of Brazil.
Our product lines within this business vertical include real estate, SMB, payroll and personal loans, and credit cards. Loans and advances to customers, net of provisions for expected loss was R$ 27.9 billion as of December 31, 2023, representing an increase of 30% compared to December 31, 2022. Loans to financial institutions was R$ 1.2 billion as of December 31, 2023, representing a decrease of 33% compared to December 31, 2022. Gross Loan Portfolio, a non-GAAP measure calculated as the sum of loans and advances to customers, net of provisions for expected loss and loans to financial institutions, was R$31.0 billion as of December 31, 2023, representing a 26% increase compared to December 31, 2022.
We distribute our products digitally, in our Financial Super App. We aim to help clients to borrow more efficiently and at a lower cost by leveraging their most valuable assets, including their salary, real estate, and retirement funds.
Some of our product highlights of 2023 were: (i) Home-equity loans, in which we currently estimate to have approximately a 6.1% market share of the Brazilian portfolio, based on data from the Brazilian Association of Real Estate Loans and Savings Companies (Associação Brasileira das Entidades de Crédito Imobiliário e Poupança - ABECIP) and is a product which we believe has a high profit margin, and (ii) FGTS-backed loans (loans collateralized by the balance in the debtor’s Brazilian compulsory pension plan), which we have been originating exclusively through our Financial Super App.
However, despite our robust growth over the past few years and gain in market share across our products, we believe we have other opportunities for further growth such as payroll, credit card and others.
We estimate that the total addressable market in Brazil for loan portfolios is R$5 trillion. As of December 31, 2023, we have a market share of 14.2% of individual and bank accounts based on data from the Central Bank. However, we believe that we can still grow our market share in credit products as it is currently below our market share for number of accounts.
Inter Shop
In November 2019, we launched our e-commerce platform, Inter Shop. Our initial vision for the e-commerce offering stemmed from our desire to continue increasing our ability to leverage on our primary banking relationship status to improve our ability to garner client attention, frequency, recurrence and bundling.
Inter Shop delivered R$ 3.5 billion GMV, in 2023, compared to R$4.0 billion in 2022.
We are able to generate significant revenues by bringing clients and sellers together, and such revenues can be used to boost our margins or to provide clients with cashback to increase engagement and retention.
Increasing our GMV enables us to generate more revenues and take rates, as well as provide clients with cashback to increase engagement and retention. Take rate corresponds to the fees that online marketplaces (such as Inter Shop) collect for enabling third-party transactions.
The integrated experience of the Inter Shop in the Financial Super App allows us to maximize the array of potential offerings to our clients. For example, we can offer our clients a differentiated Buy Now Pay Later payment option in a closed-loop channel, which we believe improves our margins and returns. We can also use the Inter Shop platform to provide clients with incentives to save and help fund our balance sheet via deposits.
We deliver five core value propositions to our Inter Shop clients that underpin our differentiation. Those are:
a.A Broad Product Suite: approaching 1.2 million Stock Keeping Unit (SKUs) across nearly 700 merchants;
b.Superior Personalization: As a result of our ability to capture client behavioral data across Inter’s platforms, we provide highly customized special offers and promotions to our clients;
c.Safety and Reliability: Our clients feel safe purchasing through the Financial Super App knowing that we will keep their personal and financial information secure;
d.Attractive Incentives: offering cashback to clients and attractive product exposition to retailers;
e.SuperLimit: For those clients who prefer to increase their spending power and/or build their credit profile faster, we offer an option to receive a credit extension, called our “SuperLimit,” instead of cashback.
Inter Invest
Inter Invest was conceived as an all-in-one platform to offer a complete range of investment solutions and products to our clients. We offer clients the ability to invest in approximately 500 investment funds from 170 different asset managers, including fixed-income funds, mutual funds, top-tier hedge funds, and direct investments in bonds and stocks.
The success of our brokerage business has enabled us to continuously expand our offerings. We have built a sizable asset management platform, Inter Asset, which provides mutual funds developed in-house and customized solutions. We have also developed a robust capital markets platform for corporate clients, providing debt securities, trading, and custody services. As a result, we now have a self-reinforcing ecosystem that provides us with two important competitive advantages:
a.We have a distribution channel for corporate issuers from our large investor base; and
b.We have the ability to distribute the securities of our corporate issuer clients, which attracts more investors who are looking for diverse investment opportunities.
Additionally, through our Financial Super App we enable our clients to seamlessly access Apex’s platform, which allows our clients to open an account with Apex and access a stock trading platform provided by Apex for investments in the United States in selected securities listed on stock exchanges (currently Nasdaq and NYSE) within our Financial Super App. This feature allows clients to further diversify their risk into stocks in the United States and allocation strategies.
We segment our clients into four categories based on their assets under custody, as shown in the graph below. For the low AUC clients that prefer a self-service model, we offer a fully Digital experience that we can service profitably given our low-cost, tech-enabled platform. For higher AUC clients, we offer three types of personalized wealth advisory services: One, Black & WIN.
Regardless of the service level, our digital brokerage offering is completely democratized: we provide the same trading capabilities and products to everyone. We believe in the importance of empowering our clients with the resources to make the most informed investment decisions. That is why education in the form of research and community engagement content is a core part of our experience, as many of our clients are first-time investors and require additional information and/or suggestions on optimal investment portfolio allocation. For beginners, we provide educational content along with robo-advisory tools where a virtual investment assistant will ask a few questions, analyze the client’s profile and goals, and propose tailored-made investment options. For more experienced investors, we offer sell-side research reports produced by Inter’s macro, fixed income and equities research teams, and advanced trading tools.
As of December 31, 2023, we had 4.7 million active clients using Inter Invest, over 66% growth since December 31, 2022. Our penetration, defined as active investment clients divided by total clients, is 16% - which we believe highlights the growth potential of the segment even within our own current client base. In terms of Assets Under Custody (AUC), as of December 31, 2023, we have reached approximately R$92 billion, corresponding to a 38% growth compared to December 31, 2022, with R$19,358 in average AuC per active client as of December 31, 2023.
In addition to offering clients a wide range of investment alternatives, in a transparent and low-cost format, this business vertical stimulates cross-selling and helps us to achieve the position of primary bank of choice for our clients, which we believe leads to higher retention and lower churn over time.
Our initiatives and features at Inter Invest have been widely recognized: we were recognized as the Best Digital Brokerage in Brazil by iBest, in 2022. We intend to continue to develop new solutions to support our clients in their investments needs, aiming to continuously increase client wallet share over time.
Inter Insurance
We provide insurance brokerage services that enable our clients to protect important assets and aspects of their lives.
We sell 26 different types of insurance solutions via a simple and integrated experience. As we collect more data from our clients, we are able to learn more about their protection needs and add new products to service them.
We continue enhancing our insurance brokerage platform and transforming the way our clients engage with financial services by removing transaction costs at each transaction journey that our clients take with us, such as embedding a gadget insurance in an Inter Shop purchase, or embedding a travel insurance in an Inter Travel sale. In 2023, Inter Seguros grew 32% their revenues when compared to 2022. We were also able to increase the number of active clients of Inter Insurance to approximately 1.7 million on December 31, 2023 from 1.3 thousand on December 31, 2022.
We have also established important partnerships with Liberty Seguros and Sompo Seguros to distribute their insurance products, some of them with exclusivity agreements for 15 years. We have also partnered with Wiz – which has a 40% of equity interest in Inter Seguros, to boost our insurance distribution platform.
Global
With our comprehensive Financial Super App, we see a large opportunity to take our Financial and Commerce solutions across borders. In January 2022, we acquired Inter&Co Payments, a remittance platform and global digital account provider with almost 150,000 clients, in order to accelerate our expansion plan.
We segment our Global products into two categories: (i) Brazilians; and (ii) US Residents.
While we remain at the beginning of our journey of expanding across borders, we are excited about the progress we have made so far. We have grown the number of Global Accounts to approximately 2.2 million accounts as of December 31, 2023, an increase of 94% compared to the same date of 2022.
Loyalty
In May, 2023, we launched our seventh vertical, Loyalty. Through the product we called “Inter Loop”, we are using our robust banking structure as the backbone of our new rewards program and connecting all verticals to offer multiple options for our clients to earn and use points inside the Financial Super App. We believe this new vertical shows a strong promise of opportunities for cross-selling, increasing engagement and monetization.
With Inter Loop, instead of being limited to cashback, our clients will earn points and have freedom to choose how to use them. Options to consume points include, in addition to other options we may launch in the future:
1.Cashback
2.Discounts in Inter shop;
3.Airline miles;
4.Investments; and
5.Donations to multiple charities.
We believe the breadth of our platform facilitates opportunities for our clients and us, with integration with our marketplace being the most obvious synergy. In that sense, we intend to leverage Inter Loop to promote cross-selling potential and create new revenue streams, such as from the sale of points, subscriptions, and others.
Inside Inter Loop, we innovated with “Conta com Pontos” which bring our clients a new way to earn points, and which also changes our banking reserve-requirements dynamics. These demand deposits are invested in certificates of deposit, and the yields are converted into points that are credited into clients’ accounts through Inter Loop.
In addition, this results in our demand deposit balances being transferred to time deposits (which yield close to the Brazilian interbank deposit rate, or the CDI), decreasing our required reserves held at the Central Bank (yielding zero) and freeing up resources for re-allocation.
As of December 31, 2023, Inter Loop had reached more than 5.4 million active clients, which on average, spend more than non-Inter-Loop clients. We believe this reinforces the value of our rewards program in generating increased customer loyalty and engagement.
Our Subsidiaries and Key Investees
Banco Inter
Banco Inter S.A. is the main subsidiary of Inter&Co, Inc. It is a fully licensed bank, which offers a fully digital account that allow clients to pay bills, transfer cash, amongst other financial features.
For information about Banco Inter S.A., see “Item 4. Information on the Company - A.History and Development of the Company”.
Inter Seguros
Inter Seguros brokers various types of insurance through a specialized and structured team to serve several business sectors, including, but not limited to corporate insurance, digital insurance and bank insurance. We currently hold approximately 60% of the equity interest in Inter Seguros, while the remaining 40% is held by Wiz.
Inter Seguros’ main focus is on the commercialization of insurance through our digital platform, offering the sale of a full range of products, such as Life insurance, Health insurance, Pet insurance, Travel insurance, PIX insurance, among others. The products distributed by Inter Seguros are underwritten by our partners: Liberty Seguros, HDI Seguros, MetLife, Icatu, SulAmérica and Bamaq.
Inter DTVM
Inter DTVM is a securities distributor and funds administrator, licensed by the CVM, which allow us to operate a digital platform in the investment market. Inter DTVM is also authorized by the Central Bank to operate as distributor of securities. The main activities are fiduciary management, asset management, distribution of investment products, controlling, custody, bookkeeping, and public offerings.
Inter Asset
Inter Asset is an asset manager that operates with investment funds, private wealth management, managing investment funds and private pension plans. Inter Asset’s purpose is to manage (i) securities portfolios and resources for third parties; and (ii) investment funds in general in the financial and securities market. We hold approximately 70% of Inter Asset through Banco Inter (with the remaining 30% held by Inter Asset’s founding shareholders).
Inter Shop
Inter Marketplace Intermediação de Negócios e Serviços Ltda or Inter Shop, engages in, among other activities, sales promotion, as an intermediary, of non-financial products and services through partnerships available in our app. The sales experience and connection with our commercial partners occurs in three ways: (i) gift cards, (ii) affiliates and (iii) end-to-end. The first is the sale of prepaid cards from physical stores and/or online within the Inter application, for their use in the partner store’s purchasing environment. In the second partnership model, Inter’s client searches in our Financial Super App for the e-commerce page of the store from which they want to make a purchase and the client is then redirected to the website of the selected store (not hosted within our Financial Super App). The latter model involves building the entire client purchase experience within our app.
Inter Shop offers other products in this partnership business model, such as: (i) Inter Pass, which consists in a subscription for a benefit program membership that provides additional cashback for members in multiple products and services offered by Inter; and (ii) Inter Cel, which are a set of mobile plans we offer by acting as a virtual network operator from the mobile carrier Vivo (Telefônica Brasil).
Inter Shop also operates our Loyalty vertical, coffee shops located throughout Brazil through its subsidiary Inter Café Ltda. (“Inter Café”), an online retailer that sells Inter branded products (such as gadgets, notebooks and apparel) through its subsidiary Inter Boutiques Ltda. (“Inter Store”), a food business through its subsidiary Inter Food S.A. (“Inter Food”), and a travel and entertainment platform through its subsidiary Inter Viagens e Entretenimento Ltda. (“Inter Viagens”).
Granito
Granito operates as a payment institution and credit card acquirer, developing customized products for its clients, which enhances the experience of corporate account holders who will have access to a wider range of products and services. As of the date of this annual report, Banco Inter holds 50% interest in Granito, the remaining interest being held by Banco BMG S.A.
Our investment in Granito is part of our strategy of acquiring or investing in innovative companies with a technology focus.
Acerto
In 2021, we acquired a 60% equity interest in Acerto, which is a digital debt trading platform, which is a relevant part our client retention strategy. Acerto’s founders (who are also Acerto’s executives) hold the remainder of Acerto’s capital stock. Additionally, Acerto has its own long-term incentive plan providing for the acquisition of its shares by the beneficiaries of the plan. The exercise of such options by the beneficiaries may reduce our equity stake in Acerto by up to 2.5%.
IM Designs
In 2021, we acquired a 50% equity interest in IM Designs. IM Designs is a company specialized in the development of new technologies and immersive tools which use 3D technology to develop project to visualize environments with virtual reality, augmented reality and mixed reality. IM Designs is dedicated to reshaping how people interact with the digital world, pushing to create an integrated, immersive, and personalized virtual reality without borders. To build this reality, they have created an ecosystem, providing seamless connections between users, creators, developers, and businesses. This ecosystem leads the way to brand new 3D experiences. With user focus and social impact leading the way, IM Designs seeks to revolutionize digital experiences by allowing collaborative and creative development on a unified platform. Featuring core values such as synergy and inventiveness, this company aims to connect individuals to limitless possibilities in the world of technology. The ultimate goal is to create immersive and interconnected digital spaces, making the future one that is more exciting and inspiring.
Inter&Co Payments
In January 2022, we acquired Inter&Co Payments, Inc., a California corporation. Certain managers, including the founders, have continued to manage the business as officers of Inter&Co Payments after closing. Inter&Co Payments is a U.S. based financial technology company which provides foreign exchange and payment services, offering, among other products, a digital account solution for both international money transfers and domestic use. Inter&Co Payments has licenses to act as a money transmitter in more than 40 states in the United States, and can offer U.S. residents services such as digital wallet, debit card, bill payment, among others.
Inter US Finance and Inter US Mortagage (formerly YellowFi)
In January, 2023, we acquired Inter US Finance LLC and Inter US Management LLC, each a Florida limited liability company, Inter US Finance owns, manages and operates a mortgage lending and origination business in the states of Colorado, Florida and Georgia and Inter US Management manages and operates the Brickell Bay Mortgage Opportunity Fund, a residential mortgage investment fund that holds mortgage promissory notes from various investors throughout the United States.
Our Client Service and Support
Online is our main channel of contact with clients.
In 2019, we launched our virtual service assistant, Babi, automating a portion of the calls and messages we receive and reducing client waiting time. In 2020, Banco Inter increased the capacity of its virtual service assistant, Babi, which brought greater robustness and agility in service, automating part of the calls received via chat and reducing the waiting time for clients. In 2021, Inter focused on expanding service channels, integrating new BPOS, developing and integrating with the new CRM, and service tools, such as Salesforce, both with the aim of creating more stability, reduce queues and increase performance and quality. In 2022, we continued to focus on simplifying our clients' lives beyond creating new day-to-day transactions at digital journeys, and Babi also became our WhatsApp engine orchestrating a new channel which has been well-succeeding for servicing and sales.
Through these initiatives, we processed over 9.6 million client inquiries that were solved in real time by artificial intelligence during 2023.
As more than 99% of our interactions are resolved in the first contact, we believe that currently most of our clients’ basic demands and transactions are already being resolved through our virtual assistant, which reduces our costs.
Geographic Presence
We are headquartered in Belo Horizonte, in the state of Minas Gerais, Brazil. Our digital strategy completely eliminates the need for physical retail branches and allows us to achieve broad coverage with low operational costs. We have clients in several Brazilian cities and, since the USEND acquisition, we also operate in the United States.
Inter Clients by States
Number of Inter clients as a percentage of the population of each state in Brazil as of December 31, 2023
Source: IBGE and internal data.
Technology
Technology is the backbone of our operations. Our agility and capabilities enable us to perform a full cycle of product development in a short timeframe. With the extensive use of data, our employees can quickly measure the results of our product launches, receive immediate feedback from our client base, and make improvements by focusing our resources to deliver the best solutions to our clients. We combine insights machine, A.I. and a 360º vision of our clients.
Our new product launches create opportunities for monetization upside, with very limited initial capital deployment. This process also enables us to easily enter new business verticals, which we carefully select based on the extensive data sets that we have.
Our product launching capabilities and speed to market is enabled by an entrepreneurial team and our access to a modern cloud-based tech-stack backed by a modular architecture that enables our approach of continuously expanding our products and services. Our application layer is composed of over 2,500 microservices in a modern, de-coupled and cloud-native architecture enabling agility, security, and scalability to foster our business verticals.
In 2021, we launched the proprietary Inter API gateway, which manages and enables all communications across our microservices at a lower cost compared to using a third party solution. As we develop and launch new products, we only need to add new microservices and plug in to the current infrastructure, without rebuilding the existing one. This modularity was a critical part of what allowed Inter to expand its range of products with “plug-and-play” speed and agility.
We believe our software architecture is innovative and very well integrated, as it includes solutions such as cloud storage, proprietary API Gateway, artificial intelligence for data analysis, security systems that enable integration with technology tools from vendors and partners, among many others. We also continuously invest in the modernization of software and technology that allow for greater security, reliability and scalability.
Competition
The financial and banking services market in Brazil is highly competitive. There are several full-service banks offering commercial banking, retail banking, investment banking and other services, as well as several commercial banks, and several financial institutions offering brokerage services, leasing, deposits, savings, insurance, foreign exchange. Fintechs are also increasingly prevalent in Brazil.
Despite the number of competitors, the financial services market remains heavily concentrated. We believe we have significant market positioning, differentiating ourselves from our competitors in each of our operating segments.
The main competitors by business vertical are listed as follows:
•Banking & Spending and Credit: In our Banking & Spending, and Credit, we face competition from financial institutions such as Santander, Banco do Brasil and Caixa Econômica Federal, Bradesco and Itaú which are considered traditional banks and the digital banks Nubank, Original, Agibank, Next, Neon and C6.
•Inter Shop: In the Inter Shop business vertical, one of the main competitors are Méliuz and Mercado Livre. We have nearly 700 partners in the business that add value to our platform with their own features being able to offer a better service to our clients. We believe that we provide a wide range of products and services connected to our e-commerce that will allow us to retain our clients in the long run, such as: gift cards, food delivery, restaurant loyalty programs, cashback on gas refueling, cellphone plans, among others.
•Inter Invest: In the investments business vertical, our main competitors are XP, Órama, Guide, and Sofis. We believe that we can compete effectively as a result of our investment platform based on products carefully selected and approved by Inter DTVM and offered through our free digital account. Easy access to a diverse range of products, included fixed income, securities and investment funds offered by us and third parties has proven beneficial in increasing our client base in recent years.
•Inter Insurance: In our insurance business vertical, we operate in various types of insurance brokerage through a specialized and structured team to serve several business sectors, including, but not limited to corporate insurance, digital insurance and bank insurance. Wiz was considered our primary competitor in Brazil in bank insurance (bancassurance). In 2019, Wiz acquired 40% of Inter Seguros.
•Global: We face competition from Remessa Online, Wise, Western Union, among others. We believe that our product, while being easy to use, delivers a wide range of benefits to our clients. We offer a full range of services such as international payments and transfers, import payments, export receipts and capital contribution receipts, that support our positioning in this market.
•The Loop points program is an internal coalition initiative of Banco Inter that aims to build customer loyalty through personalized rewards. Among direct competitors, Livelo, Esfera, Átomos, and Dotz stand out, with an expressive customer base and a strong redemption ecosystem.As indirect competitors, loyalty programs of airlines such as Azul Fidelidade, Latam Pass, and Smiles, as well as KM de Vantagens. One of the main advantages of the Loop points program is that points never expire and can be redeemed for various rewards, such as cashback, investments, Azul Fidelidade points, and more.
Intellectual Property
In Brazil, ownership of trademarks is evidenced only through a validly approved registration within the INPI, the federal agency responsible for registering trademarks and patents in Brazil. After registration, the owner is assured in most cases exclusive use of the trademark throughout Brazil for a period of ten years, renewable for successive periods. During the registration process, the person filing for trademark registration merely has an expectation of the right to use the trademarks applied for to identify its products or services specifically in the requested class. These parameters are not applicable to common expressions (that may be registered but will not be awarded exclusive use by its owners) and highly renowned brands.
As of December 31, 2023, we have rights over 254 trademarks in Brazil. 158 of them are already registered with the INPI. In addition, we have requested the registration of 96 other trademarks pending a decision.
Some of our applications for trademark over the brand “Inter” have been rejected by the INPI, including our application for trademark over the brand Inter for use in connection with financial services. In December 2021, we filed a lawsuit, which is still ongoing. Seeking to prevent that the brand “Inter” be recognized as an exclusive brand for financial services, so that no third party can have exclusive rights over the brand Inter recognized for use in connection with financial services. In March 2022, the INPI made a statement in the lawsuit agreeing with Inter’s allegations and recognizing that the INPI’s rejection decision should be reviewed.
We are seeking recognition of our trademarks internationally in other countries of Latin America and North America
As of December 31, 2023, we had approximately 97 international trademark applications from Inter around the world, of which 9 in Canada, 11 in the US, 28 in Mexico, 11 in United Kingdom, 4 in European Union, 6 in Chile, 8 in Colombia, 11 in Paraguay and 9 in Uruguay.
In addition, we own a variety of domain names through entities responsible for the registration of domain names.
While we are unable to quantify the impact of a loss of our rights to our intellectual property, any such loss may restrict our ability to use such intellectual property and other financial and/or operation losses, including as a direct result of the loss of clients and damage to our image and reputation.
Legal and Administrative Proceedings
We are subject to civil, labor and tax claims, including legal and administrative proceedings arising in the ordinary course of our business, for which we recorded provisions in the total aggregate amount of R$ 39.4 million as of December 31, 2023.
In establishing provisions, we consider the opinion of our legal advisors, the nature of the lawsuits, the similarity with previous proceedings, the complexity and the position of the courts, and the assessment of the probability of loss. The provisions are measured at the best estimate of the disbursement required to settle the present obligation at the balance sheet date, considering: (i) the risks and uncertainties involved; (ii) where relevant, the financial effect produced by the discounted present value of future cash flows required to settle the obligation; and (iii) future events that may change the amount required to settle the obligation.
To this end, with respect to civil, labor and tax claims proceedings, we take into consideration our legal proceedings precedents as well as the evolution of jurisprudence, with due regard to applicable laws and regulations. The following table shows the aggregate amount of the provision established for probable losses in respect of our labor and civil proceedings. As of December 31, 2023, we did not have provisions in connection with tax proceedings as we were not a party to any such tax proceedings which we estimated that our chance of loss was probable.
|
|
|
|
|
|
|
Provisions
as of December 31, 2023 |
|
(in millions of R$) |
| Labor proceedings |
6.0 |
|
| Civil proceedings |
33.4 |
|
| Total |
39.4 |
|
For more information on our provisions for labor and civil proceedings, see note 23 to our Audited Financial Statements.
Tax Proceedings
Income tax and social contribution on net income – IRPJ and CSLL
On August 30, 2013, we received a tax assessment from the Brazilian Federal Revenue Service (Receita Federal do Brasil) to collect corporate income taxes (Imposto de Renda Pessoa Jurídica - IRPJ) and the social contribution on net profit (Contribuição Social Sobre o Lucro Líquido - CSLL), plus penalties and interest in arrears, relating to fiscal years 2008 and 2009, based on allegations that we had deducted some expenses considered non-deductible. As of December 31, 2023, this proceeding involved a risk of possible loss in the aggregate amount of R$ 33.4 million.
COFINS
We are discussing our COFINS obligations related to the years from 1999 to 2014, due to the Federal Revenue Service understanding that financial revenues should be included in the calculation basis of this contribution. COFINS is a federal social contribution calculated over revenues.
In 2005, we obtained a favorable final and unappealable decision from the Supreme Federal Court ensuring the right to pay COFINS based only on the revenue from services rendered, rather than total revenue including financial revenues.
During the period from 1999 to 2006, we made judicial deposits and/or paid the obligation. In 2006, through a favorable decision from the Supreme Federal Court and explicit agreement from the Federal Revenue Service, our judicial deposit was released. Additionally, the authorization to use credits for amounts previously overpaid against current obligations was approved without objection by the Federal Revenue on May 11, 2006. Subsequently, the Federal Revenue Service challenged our procedures, applying the understanding that financial revenues should be included in the COFINS calculation basis.
After the enactment of Law 12,973/14, Inter modified its procedures to include financial revenues in the COFINS calculation basis and, therefore, all the taxable events involved in our discussions are all prior to that law. Currently, the application of the res judicata is being discussed in a separate lawsuit that ensured our right not to pay COFINS on its financial revenues.
We have evaluated the likelihood of loss as possible. As of December, 31, 2023, these COFINS proceedings involved an aggregate amount of R$ 65.0 million.
Labor Proceedings
As of December 31, 2023, the aggregate amount sought by plaintiffs in labor proceedings were R$ 48.7 million, including disputes related to third-party service provider claims seeking recognition of employment status, employee overtime and equal pay claims. As of December 31, 2023, we had provisioned an amount of R$ 6.0 million for labor claims classified as probable risk of loss.
Civil Proceedings
As of December 31, 2023, we are party to approximately 17.8 thousand civil proceedings brought by clients, in which claimants sought aggregate damages of approximately R$ 1 billion, most of which consisting of claims under Brazilian consumer protection laws related to our payroll products, including our Payroll Card, and our real estate credit portfolio, our digital account and multiple card. As of December 31, 2023, we had provisioned an amount of R$ 33.4 million for civil claims, classified as probable risk of loss.
As of December 31, 2023, we are also party to 76 individual proceedings relating to our former correspondent broker Filadelphia (further described below).
Also, we and our indirect subsidiary, Inter&Co Payments, together with Eliran Grushkowsky and Fernando Fayzano, who are executives and prior shareholders of Inter&Co Payments, are defendants in an action filed on December 8, 2022, by Forex Express Corp. (“WireCash”) in the Superior Court for Los Angeles County, California. The complaint alleges that Mr. Grushkowsky, a former executive of WireCash, took largely unspecified “trade secrets” relating to anti-fraud technology from his employment with WireCash and used the information after being hired by Inter&Co Payments to bolster the Company’s anti-fraud capabilities. In its complaint, WireCash has alleged a significant amount of compensatory damages, and other claims for other alleged damages, including punitive and other special damages, disgorgement of profits and reimbursement of reasonable legal costs and expenses. Based upon our investigation as of the date of this Report, we believe that Inter Payments uses licensed third-party tools and services for its anti-fraud efforts, not any proprietary technology of WireCash. The case is currently in the discovery phase. We intend to continue to vigorously and proactively defend against what we believe to be allegations without merit in this lawsuit. In November, 2023, Inter Payments filed a cross-complaint against WireCash for breach of contract and other claims relating to a balance owed by WireCash to Inter Payments for Inter Payments’ services. WireCash has filed an answer, generally denying Inter Payments’ claims and asserting affirmative defenses. In February, 2024, Eliran Grushkowsky filed a cross-complaint against WireCash both as one of WireCash’s shareholders relating to WireCash’s failure to monetize its alleged trade secrets and as a former employee for violations related to his former employment. WireCash has not yet responded to Mr. Grushkowsky’s cross-complaint. We believe that the claims by WireCash are meritless and that we and Inter Payments have substantial legal and factual defenses to such claims made by Wirecash. We are unable to predict the financial outcome of this matter at this time, and any views formed as to the viability of these claims or the financial exposure which could result may change from time to time as the matter proceeds through its course.
On January 2, 2024, Plaintiff Eddie Verri filed a putative class action in the United States District Court against Inter&Co Payments, Inc. alleging violations of the Telephone Consumer Protection Act (the “TCPA”). Mr. Verri is seeking statutory damages on behalf of himself and all the members of the putative class that he seeks to represent. The allegations stem from text messages allegedly sent without consent to the plaintiff and other customers whose cell phone numbers were allegedly registered in the National Do Not Call Registry. The total amount at issue has not been specified in the complaint. The statutory damages for each text message determined to have been sent in violation of the TCPA is up to $500 (for a negligent violation) and up to $1,500 (for a knowing or willful violations). We have filed a response asserting our defenses to the claim. We intend to continue to vigorously defend the case.
Public Civil Actions
We are a defendant in nine other public civil public actions in which claimants asked for aggregate damages of R$ 26.3 million as of December 31, 2023 (taking into consideration the liability of co-defendant financial institutions and without taking into consideration potential settlement agreements that could change our liability). These civil public actions relate to: (1) employing allegedly abusive tactics in connection with the failure to provide information relating to outstanding balances for the early settlement of client indebtedness; (2) alleged unlawful collection of amounts designated as “legal, judicial or extrajudicial fees,” “expenses incurred for administrative collections and summons of the debtor, including collection fees and legal fees” and “legal fees and collection costs”; (3) alleged violation of the rights of retirees and pensioners as a result of onerous indebtedness incurred by them through us; (4) alleged unlawful charging of fees for “third party service fees/reimbursements” in our lending agreements; (5) alleged failure to provide services due to instability and interruption of client access to the app; (6) alleged abusive practice in connection with payroll loan credit cards offered to retirees in the State of Rio Grande do Sul, which allegedly were not aware of the payroll loan characteristic of the card; (7) alleged abusive practice in offering payroll loan credit cards to consumers.
We are also party to a public civil action relating to the validity of all payroll loans granted to clients, in transactions intermediated by Filadelphia Empréstimos Consignados Ltda., or Filadephia. Filadelphia was a correspondent broker of payroll loans for us from March 20, 2008 to February 1, 2012, as well as for some other financial institutions.The Brazilian Federal Police determined that Filadelphia had been conducting a Ponzi scheme and suspended the deposits. As a result, the alleged victims sued Filadephia and, in certain cases, us. We were not involved in and we did not have any knowledge of Filadelphia’s illegal practices and terminated our relationship with Filadelphia the day after the Brazilian federal police initiated their operation. As of December 31, 2023, this proceeding involved an aggregate amount of R$ 4.7 thousand.
Capital Expenditures
Our principal capital expenditures are made in developing our digital platform. For more information, see “Item 5. Operating and Financial Review and Prospects―A. Operating Results―Capital Expenditures.”
Regulatory Overview
See “Regulatory Matters.”
Selected Statistical Information
The tables below present select statistical information as required by subpart 1400 of Regulation S-K. In this section, averages are based on month-end averages. Presenting historical averages in this section on a daily or weekly basis would involve unreasonable effort and expense. Historically, we have prepared monthly financial information in accordance with accounting principles generally accepted in Brazil applicable to institutions authorized to operate by the Central Bank, or Bacen GAAP.
We did not measure all assets and liabilities on a daily or weekly basis, as this information was not required under Bacen GAAP or by applicable local laws or regulations.
Distribution of Assets, Liabilities and Equity
The return (or yield) was calculated by the amount of interest income or expense in the period divided by the average balance. The following table shows average balances, interest amounts and yields for our interest-earning assets, non-interest-earning assets, interest-bearing liabilities, non-interest-bearing liabilities and equity for the years ended December 31, 2023, 2022 and 2021.
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For the Year Ended December 31, |
|
2023 |
|
2022 |
|
2021 |
|
Average Balance(1) |
Interest Income (Expense)(2) |
Average yield (assets) / rate paid (liabilities) (%) |
|
Average Balance(1) |
Interest Income (Expense)(2) |
Average yield (assets) / rate paid (liabilities) (%) |
|
Average Balance(1) |
Interest Income (Expense)(2) |
Average yield (assets) / rate paid (liabilities) (%) |
|
(in millions of R$, except percentages) |
|
(in millions of R$, except percentages) |
|
(in millions of R$, except percentages) |
| ASSETS |
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|
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|
|
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|
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| Interest-earning assets: |
|
|
|
|
|
|
|
|
|
|
|
| Loans and advances to customers, net of provision for expected loss |
23,913.0 |
|
4,549.8 |
|
19.0 |
% |
|
18,683.1 |
|
2,557.7 |
|
13.7 |
% |
|
13,166.9 |
|
1,359.2 |
|
10.3 |
% |
| Reverse purchase agreements |
2,344.0 |
|
497.1 |
|
21.2 |
% |
|
733.1 |
|
221.1 |
|
30.2 |
% |
|
949.6 |
|
71.1 |
|
7.5 |
% |
| Securities |
14,099.5 |
|
1.3 |
|
— |
% |
|
12,619.9 |
|
1,471.7 |
|
11.7 |
% |
|
10,102.2 |
|
745.6 |
|
7.4 |
% |
| Cash and cash equivalents in foreign currency |
422.7 |
|
11.2 |
|
2.6 |
% |
|
283.1 |
|
20.1 |
|
7.1 |
% |
|
— |
|
— |
|
— |
% |
| Total interest-earning assets |
40,779.2 |
|
5,059.4 |
|
12.4 |
% |
|
32,319.2 |
|
4,270.7 |
|
13.2 |
% |
|
24,849.7 |
|
2,175.9 |
|
8.8 |
% |
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|
|
|
|
|
|
|
|
|
|
| Cash and cash equivalents in domestic currency |
615,700.0 |
|
— |
|
— |
% |
|
— |
|
— |
|
— |
% |
|
— |
|
— |
|
— |
% |
| Amounts due from financial institutions |
3,609.9 |
|
— |
|
— |
% |
|
2,549.4 |
|
— |
|
— |
% |
|
1,112.5 |
|
— |
|
— |
% |
| Derivative financial assets |
4.6 |
|
— |
|
— |
% |
|
7.6 |
|
— |
|
— |
% |
|
143.5 |
|
— |
|
— |
% |
| Compulsory deposits at Banco Central do Brasil |
2,351.1 |
|
|
— |
% |
|
2,534.9 |
|
— |
|
— |
% |
|
1,980.6 |
|
— |
|
— |
% |
| Deferred tax assets |
1,023.5 |
|
— |
|
— |
% |
|
889.3 |
|
— |
|
— |
% |
|
431.4 |
|
— |
|
— |
% |
| Non-current assets held-for-sale |
173.2 |
|
— |
|
— |
% |
|
156.5 |
|
— |
|
— |
% |
|
128.8 |
|
— |
|
— |
% |
| Investments |
75 |
|
— |
|
— |
% |
|
77.0 |
|
— |
|
— |
% |
|
147.1 |
|
— |
|
— |
% |
| Property and equipment |
176.9 |
|
— |
|
— |
% |
|
197.8 |
|
— |
|
— |
% |
|
155.6 |
|
— |
|
— |
% |
| Intangible assets |
1,289.5 |
|
— |
|
— |
% |
|
1,259.7 |
|
— |
|
— |
% |
|
331.9 |
|
— |
|
— |
% |
| All other Assets |
1,881.3 |
|
— |
|
— |
% |
|
1,121.5 |
|
— |
|
— |
% |
|
799.3 |
|
— |
|
— |
% |
| Total Assets |
51,980.1 |
|
5,059.4 |
|
9.7 |
% |
|
41,364.4 |
|
4,270.7 |
|
10.3 |
% |
|
30,459.7 |
|
2,175.9 |
|
7.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
| LIABILITIES |
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|
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| Interest-bearing liabilities: |
|
|
|
|
|
|
|
|
|
|
|
| Time deposits |
19,985.9 |
|
(1,631.5) |
|
(8.2) |
% |
|
8,856.0 |
|
(1,057.6) |
|
(11.9) |
% |
|
6,060.5 |
|
(294.2) |
|
(4.9) |
% |
| Savings deposits |
1,336.3 |
|
(91.9) |
|
(6.9) |
% |
|
1,213.8 |
|
(81.0) |
|
(6.7) |
% |
|
1,052.9 |
|
(25.6) |
|
(2.4) |
% |
| Securities issued |
7,141.3 |
|
(1,016.6) |
|
(14.2) |
% |
|
5,447.4 |
|
(689.8) |
|
(12.7) |
% |
|
2,431.9 |
|
(207.7) |
|
(8.5) |
% |
| Securities sold under agreements to repurchase |
1,576.5 |
|
(131.0) |
|
(8.3) |
% |
|
1,668.3 |
|
(77.3) |
|
(4.6) |
% |
|
611.0 |
|
(10.1) |
|
(1.7) |
% |
| Borrowing and onlending |
61.;5 |
(2.8) |
|
(4.5) |
% |
|
33.0 |
|
(6.7) |
|
(20.3) |
% |
|
31.5 |
|
(0.2) |
|
(0.2) |
% |
| Total interest-bearing liabilities |
30,101.6 |
|
(2,873.8) |
|
(9.5) |
% |
|
17,218.5 |
|
(1,912.5) |
|
(11.1) |
% |
|
10,535.8 |
|
(537.8) |
|
(5.1) |
% |
| Non-interest-bearing liabilities: |
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|
|
|
|
|
|
|
|
|
|
| Demand Deposits |
5,506.8 |
|
— |
|
— |
% |
|
10,007.4 |
|
— |
|
— |
% |
|
8,283.2 |
|
— |
|
— |
% |
| Creditors’ funds to be released |
285.2 |
|
— |
|
— |
% |
|
229.0 |
|
— |
|
— |
% |
|
153.4 |
|
— |
|
— |
% |
| Liabilities with financial institutions |
7,134.1 |
|
— |
|
— |
% |
|
5,135.3 |
|
— |
|
— |
% |
|
2,912.6 |
|
— |
|
— |
% |
| Income tax and social contribution |
185.9 |
|
— |
|
— |
% |
|
82.7 |
|
— |
|
— |
% |
|
21.6 |
|
— |
|
— |
% |
| Tax liabilities |
60.7 |
|
— |
|
— |
% |
|
111.5 |
|
— |
|
— |
% |
|
28.7 |
|
— |
|
— |
% |
| Provisions |
59.8 |
|
— |
|
— |
% |
|
58.3 |
|
— |
|
— |
% |
|
39.4 |
|
— |
|
— |
% |
| Derivative financial liabilities |
25.2 |
|
— |
|
— |
% |
|
70.6 |
|
— |
|
— |
% |
|
80.0 |
|
— |
|
— |
% |
| All other liabilities |
1,309.9 |
|
— |
|
— |
% |
|
831.4 |
|
— |
|
— |
% |
|
616.6 |
|
— |
|
— |
% |
| Share capital |
13.0 |
|
— |
|
— |
% |
|
29.7 |
|
— |
|
— |
% |
|
6,362.2 |
|
— |
|
— |
% |
| Reserves |
7,936.1 |
|
— |
|
— |
% |
|
5,674.0 |
|
— |
|
— |
% |
|
50.3 |
|
— |
|
— |
% |
| Other comprehensive income reserve |
(746.1) |
|
— |
|
— |
% |
|
(524.4) |
|
— |
|
— |
% |
|
(192.4) |
|
— |
|
— |
% |
| (-) Treasury shares |
(10.3) |
|
— |
|
— |
% |
|
— |
|
— |
|
— |
% |
|
(45.7) |
|
— |
|
— |
% |
| Equity + non-interest-bearing liabilities |
21,768.3 |
|
— |
|
— |
% |
|
21,705.4 |
|
— |
|
— |
% |
|
18,355.9 |
|
— |
|
— |
% |
| Non-Controlling Interest |
110.5 |
|
|
|
|
2,440.5 |
|
|
|
|
(81.0) |
|
|
|
| Total Equity + Liabilities |
51,980.3 |
|
(2,873.8) |
|
(5.5) |
% |
|
41,364.4 |
|
(1,912.5) |
|
(4.6) |
% |
|
30,459.7 |
|
(537.8) |
|
(1.8) |
% |
(*) Total lines reflect the sum of averages presented in this table.
Changes in Interest Income and Interest Expenses; Volume and Rate Analysis
The following tables show the variations in our financial income and expenses as a result of the variations in the average volume of interest-earning assets and interest-bearing liabilities and changes in average interest rates occurred in the year indicated.
“Net Change” is calculated as the interest income or interest expense in the most recent year less the interest income or interest expense in the previous year. The increase or decrease due to changes in interest rates presented in the “Rate” column was calculated by multiplying the average amount of the interest-generating assets or the interest-bearing liabilities in the previous year by the difference in average interest rates between the two years (i.e. average rate of the most recent year less the average rate of the previous year). The increase or decrease due to changes in volume presented in the “Average Volume” column is the difference between the amount presented in the “Net Change” column and the amount presented in the “Rate” column.
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|
|
|
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|
|
|
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|
|
|
For the Year ended December 31, |
|
2023/2022 |
|
2022/2021 |
|
Increase (Decrease) Due to Changes in |
|
Increase (Decrease) Due to Changes in |
|
Volume |
|
Rate |
|
Net Change |
|
Volume |
|
Rate |
|
Net Change |
|
(in millions of R$, except percentages) |
|
(in millions of R$, except percentages) |
| ASSETS |
|
|
|
|
|
|
|
|
|
|
|
| Interest-earning assets: |
|
|
|
|
|
|
|
|
|
|
|
| Loans and advances to customers, net of provision for expected loss |
995.1 |
|
|
997.1 |
|
|
1.992.1 |
|
755.2 |
|
|
443.4 |
|
|
1,198.6 |
|
| Reverse purchase agreements |
341.6 |
|
|
(65.6) |
|
|
276.0 |
|
|
(65.3) |
|
|
215.3 |
|
|
150.0 |
|
| Securities |
0.1 |
|
|
(1,470.6) |
|
|
(1,470.4) |
|
|
293.6 |
|
|
432.5 |
|
|
726.1 |
|
| Cash and cash equivalents in foreign currency |
3.7 |
|
|
(12.6) |
|
|
(8.9) |
|
|
— |
|
|
20.1 |
|
|
20.1 |
|
| Total interest-earning assets |
1.049.6 |
|
(260.8) |
|
|
788,8 |
|
987.0 |
|
|
1,107.8 |
|
|
2,094.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| LIABILITIES |
|
|
|
|
|
|
|
|
|
|
|
| Time deposits |
(908.5) |
|
|
334.7 |
|
|
(573.9) |
|
|
(333.9) |
|
|
(429.5) |
|
|
(763.4) |
|
| Savings deposits |
(8.4) |
|
|
(2.5) |
|
|
(10.9) |
|
|
(10.7) |
|
|
(44.6) |
|
|
(55.4) |
|
| Securities issued |
(241.1) |
|
|
(85.7) |
|
|
(326.8) |
|
|
(381.9) |
|
|
(100.3) |
|
|
(482.2) |
|
| Securities sold under agreements to repurchase |
7.6 |
|
|
(61.3) |
|
|
(53.7) |
|
|
(49.0) |
|
|
(18.2) |
|
|
(67.2) |
|
| Borrowing and onlending |
(1.3) |
|
|
5.2 |
|
|
3.9 |
|
|
(0.3) |
|
|
(6.2) |
|
|
(6.5) |
|
| Total interest-bearing liabilities |
(1,230.0) |
|
|
268.5 |
|
|
(961.4) |
|
|
(742.3) |
|
|
(632.4) |
|
|
(1,374.7) |
|
Interest-Earning Assets: Average Interest-Earning Assets and Net Yield
The following tables analyze our levels of average interest-earning assets, net interest income and net yield on interest-earning assets, for the periods indicated.
|
|
|
|
|
|
|
|
|
|
As of and for the Year ended December 31, |
|
2023 |
2022 |
|
(in millions of R$, except percentages) |
Average balance of interest-earning assets |
40,779.2 |
|
32,215.5 |
|
| Net interest income and interest |
5,059.4 |
|
2,358.2 |
|
Net yield on interest-earning assets(1) |
12.4 |
% |
13.2 |
% |
(1) Net interest income stated as a percentage of average interest-earning assets.
Maturity composition of investment in securities not carried at fair value through earnings
The following table analyzes our weighted average yield of each category of debt securities not carried at fair value through earnings. To calculate the weighted average yield, we segregate each type of debt security not carried at fair value through earnings by maturity profile, and calculate the average yield weighted by the outstanding balance within the specific categories. We do not have material amounts of non-taxable securities.
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|
|
|
|
|
|
|
|
Maturing |
|
As of
December 31, 2023 |
In one year or less |
After One Year through five years |
After five years through 10 years |
After ten years |
No Specific Maturity |
| Fair value through other comprehensive income (FVOCI) |
|
|
|
|
|
|
| Financial Treasury Letters (LFT) |
60 |
% |
0 |
% |
17 |
% |
43 |
% |
0 |
% |
0 |
% |
| Debentures |
2 |
% |
0 |
% |
1 |
% |
1 |
% |
0 |
% |
0 |
% |
| Certificates of real estate receivables |
1 |
% |
0 |
% |
0 |
% |
1 |
% |
0 |
% |
0 |
% |
| Financial Letters |
0 |
% |
0 |
% |
0 |
% |
0 |
% |
0 |
% |
0 |
% |
| National Treasury Bonds (NTN) |
26 |
% |
0 |
% |
10 |
% |
8 |
% |
8 |
% |
0 |
% |
| National Financial Treasury Letters (LTN) |
3 |
% |
0 |
% |
3 |
% |
0 |
% |
0 |
% |
0 |
% |
| Commercial Promissory Note |
1 |
% |
0 |
% |
1 |
% |
0 |
% |
0 |
% |
0 |
% |
| Weighted average yield |
92 |
% |
0 |
% |
32 |
% |
53 |
% |
8 |
% |
0 |
% |
|
|
|
|
|
|
|
| Amortized cost |
|
|
|
|
|
|
| Debentures |
1 |
% |
0 |
% |
1 |
% |
0 |
% |
0 |
% |
0 |
% |
| Financial Letters |
0 |
% |
0 |
% |
0 |
% |
0 |
% |
0 |
% |
0 |
% |
| National Treasury Bonds (NTN) |
4 |
% |
0 |
% |
0 |
% |
3 |
% |
1 |
% |
0 |
% |
| Certificates of real estate receivables |
0 |
% |
0 |
% |
0 |
% |
0 |
% |
0 |
% |
0 |
% |
| Rural Product Bill |
3 |
% |
2 |
% |
1 |
% |
0 |
% |
0 |
% |
0 |
% |
| Weighted average yield |
8 |
% |
2 |
% |
2 |
% |
3 |
% |
1 |
% |
0 |
% |
|
|
|
|
|
|
|
| Total weighted average yield |
100 |
% |
2 |
% |
34 |
% |
56 |
% |
9 |
% |
0 |
% |
Maturity and Composition of Loan and Other Financing Portfolio
The following table analyzes our loans and advances to customers’ portfolio by type and by the time remaining to maturity. Loans are stated gross of the provision for expected losses.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maturing |
|
As of
December 31, 2023 |
|
In one year or less |
|
After one year through five years |
|
After five years through 15 years |
|
After 15 years |
|
(R$ million) |
| Credit Card |
9,461.3 |
|
|
9,150.5 |
|
|
310.8 |
|
|
— |
|
|
— |
|
| Business Loans |
3,855.7 |
|
|
2,622.2 |
|
|
1,197.4 |
|
|
36.1 |
|
|
— |
|
| Real Estate Loans |
8,583.4 |
|
|
1,560.0 |
|
|
1,069.0 |
|
|
1,803.1 |
|
|
4,151.3 |
|
| Personal Credit |
7,138.7 |
|
|
1,095.5 |
|
|
1,604.2 |
|
|
4,438.7 |
|
|
0.3 |
|
| Agribusiness loans |
745.0 |
|
|
716.2 |
|
|
28.8 |
|
|
— |
|
|
— |
|
| Total loans and advances to customers |
29,784.1 |
|
|
15,144.4 |
|
|
4,210.2 |
|
|
6,277.9 |
|
|
4,151.6 |
|
The following table represents our loans by category all of which are fixed rate.
|
|
|
|
|
|
| As of December 31, 2023 |
| (R$ million) |
| Credit Card |
9,461.3 |
|
| Fixed Rate |
9,461.3 |
|
| Personal Credit |
7,138.7 |
|
| Fixed Rate |
7,138.7 |
|
| Business Loans |
3,855.7 |
|
| Fixed Rate |
2,959.2 |
|
| Real Estate Loans |
8,583.4 |
|
| Fixed Rate |
168.7 |
|
| Agribusiness loans |
745.0 |
|
| Fixed Rate |
745.0 |
|
| Total loans with fixed rate |
20,472.9 |
|
| Total loans to customers |
29,784.1 |
|
Summary of Loan Loss Experience
Allocation of Provision for Impairment Losses
The following table presents impairment losses by category of loans and sets forth the percentage distribution of the total provisions as of December 31, 2023, 2022 and 2021.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, |
|
2023 |
|
2022 |
|
2021 |
|
Amount |
|
% of Total loan portfolio |
|
% of Total Loss Allowance |
|
Amount |
|
% of Total loan portfolio |
|
% of Total Loss Allowance |
|
Amount |
|
% of Total loan portfolio |
|
% of Total Loss Allowance |
|
(in millions of R$, except percentages) |
|
(in millions of R$, except percentages) |
|
(in millions of R$, except percentages) |
| Credit Card |
9,461.3 |
|
31.8% |
|
— |
|
6,870.6 |
|
30.3% |
|
— |
|
4,798.3 |
|
27.9% |
|
— |
| Personal Credit |
7,138.7 |
|
24.0% |
|
— |
|
5,463.8 |
|
24.1% |
|
— |
|
3,579.3 |
|
20.8% |
|
— |
| Business loans |
3,855.7 |
|
12.9% |
|
— |
|
3,392.5 |
|
14.9% |
|
— |
|
3,017.2 |
|
17.5% |
|
— |
| Real Estate Loans |
8,583.4 |
|
28.8% |
|
— |
|
6,251.8 |
|
27.5% |
|
— |
|
5,121.4 |
|
29.7% |
|
— |
| Agribusiness loans |
745.2 |
|
2.5% |
|
— |
|
719.7 |
|
3.2% |
|
— |
|
700.2 |
|
4.1% |
|
— |
Total loan portfolio(1) |
29,784.3 |
|
100.0% |
|
|
|
22,698.4 |
|
100.0% |
|
— |
|
17,216.4 |
|
100.0% |
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Credit Card |
(1,312.4) |
|
(4.4)% |
|
69.7% |
|
(874.2) |
|
(3.9)% |
|
66.3% |
|
(417.7) |
|
(2.4)% |
|
61.3% |
| Personal Credit |
(404.3) |
|
(1.4)% |
|
21.5% |
|
(315.8) |
|
(1.4)% |
|
23.9% |
|
(141.5) |
|
(0.8)% |
|
20.8% |
| Business loans |
(19.8) |
|
(0.1)% |
|
1.1% |
|
(13.3) |
|
(0.1)% |
|
1.0% |
|
(16.0) |
|
(0.1)% |
|
2.3% |
| Real Estate Loans |
(133.6) |
|
(0.4)% |
|
7.1% |
|
(102.6) |
|
(0.5)% |
|
7.8% |
|
(80.0) |
|
(0.5)% |
|
11.7% |
| Agribusiness loans |
(13.7) |
|
—% |
|
0.7% |
|
(12.6) |
|
(0.1)% |
|
1.0% |
|
(25.7) |
|
(0.1)% |
|
3.8% |
| Total loss allowance |
(1,883.8) |
|
6.3% |
|
100.0% |
|
(1,318.5) |
|
(5.8)% |
|
100.0% |
|
(680.9) |
|
(4.0)% |
|
100.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total loans and allowances to customers, net of loss allowance |
27,900.5 |
|
|
|
|
|
21,379.9 |
|
|
|
|
|
16,535.5 |
|
|
|
|
(1) Total loan portfolio means our total loans and advances to customers and does not include amounts due from financial institutions.
Our ratio of allowance for credit losses to total loan portfolio has grown consistently in the reported periods, representing 6.3%, 5.8% and 4.0% on December 31, 2023, 2022 and 2021 respectively, We believe that this increase was driven by the growth of our credit portfolio and the maturing of older part of our credit portfolio, as well as an increase in delinquencies that we believe resulted from our client’s exposure to Brazil’s macroeconomic scenario. For more information on the Brazilian macroeconomics conditions, see “Item 5. Operation and Financial Review and Prospects - A. Operating Results - The Brazilian Macroeconomic Environment”.
The significance of the allowances for charge-offs relating to credit cards increased in our reported periods, representing 69.7%, 66.3% and 61.3% of our total loss allowance on December 31, 2023, 2022 and 2021, respectively, reflecting the growth of our credit card portfolio, which is a function of the overall growth of our base of active clients. The proportion of the provision for expected losses relating to personal credit was 21.5%, 23.9% and 20.8% of our total loss allowance on December 31, 2023, 2022 and 2021, respectively. The decrease in the proportion of our provision for expected losses relating to personal credit on December 31, 2023 compared to December 31, 2022 reflected our efforts to focus on offering collateralized personal loans. The increase in the proportion of our provision for expected losses relating to personal credit on December 31, 2022 compared to December 31, 2021 reflected the growth of our personal credit portfolio, which is derived from the overall growth of our active client base.
Allocation of Net Charge-Offs
The following table presents our net charge-offs by category of loans as of December 31, 2023, 2022 and 2021.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, |
|
2023 |
|
2022 |
|
2021 |
|
Amount |
|
% of Average Loans |
|
% of Net Charge-Offs |
|
Amount |
|
% of Average Loans |
|
% of Net Charge-Offs |
|
Amount |
|
% of Average Loans |
|
% of Net Charge-Offs |
|
(in millions of R$, except percentages) |
| Credit Card |
8,055.8 |
|
|
31.5 |
% |
|
— |
|
|
6,114.7 |
|
|
30.6 |
% |
|
— |
|
|
3,531.9 |
|
|
25.8 |
% |
|
— |
|
| Personal Credit |
6,449.8 |
|
|
25.2 |
% |
|
— |
|
|
4,376.4 |
|
|
21.9 |
% |
|
— |
|
|
2,856.1 |
|
|
20.9 |
% |
|
— |
|
| Business loans |
3,110.9 |
|
|
12.2 |
% |
|
— |
|
|
3,090.5 |
|
|
15.4 |
% |
|
— |
|
|
2,341.2 |
|
|
17.1 |
% |
|
— |
|
| Real estate loans |
7,189.3 |
|
|
28.1 |
% |
|
— |
|
|
5,797.3 |
|
|
29.0 |
% |
|
— |
|
|
4,490.4 |
|
|
32.8 |
% |
|
— |
|
| Agribusiness loans |
741.3 |
|
|
2.9 |
% |
|
— |
|
|
620.1 |
|
|
3.1 |
% |
|
— |
|
|
471.6 |
|
|
3.4 |
% |
|
— |
|
| Total average loans outstanding |
25,547.1 |
|
|
100.0 |
% |
|
|
|
19,999.0 |
|
|
100.0 |
% |
|
|
|
13,691.2 |
|
|
100.0 |
% |
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Credit Card |
74.3 |
|
|
0.3 |
% |
|
79.5 |
% |
|
61.8 |
|
|
0.3 |
% |
|
53.4 |
% |
|
27.6 |
|
|
0.2 |
% |
|
49.90 |
% |
| Personal Credit |
16.7 |
|
|
0.1 |
% |
|
17.9 |
% |
|
45.1 |
|
|
0.2 |
% |
|
38.9 |
% |
|
17.5 |
|
|
0.1 |
% |
|
31.60 |
% |
| Business loans |
0.3 |
|
|
— |
|
|
0.3 |
% |
|
2.1 |
|
|
— |
|
|
1.8 |
% |
|
0.7 |
|
|
— |
|
|
1.30 |
% |
| Real estate loans |
2.1 |
|
|
— |
|
|
2.2 |
% |
|
6.9 |
|
|
— |
% |
|
5.9 |
% |
|
9.5 |
|
|
0.1 |
% |
|
17.20 |
% |
| Agribusiness loans |
0.1 |
|
|
— |
|
|
0.1 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
| Total net charge-offs |
93.5 |
|
|
0.4 |
% |
|
100.0 |
% |
|
115.9 |
|
|
0.5 |
% |
|
100.0 |
% |
|
55.3 |
|
|
0.4 |
% |
|
100.00 |
% |
On December 31, 2023, our ratio of net charge-offs to average loans was 0.4%, compared to 0.6% and 0.4% in 2022 and 2021, respectively. This decrease in comparison with December 31, 2022 was primarily due to identifying and reevaluating an increased number of debtors whose credits needed to be charged-off in the year ended December 31, 2022 as a result of a change in our collection procedures, partly offset by the increase in delinquency from Brazil’s economic scenario in that year.
Net charge-offs relating to credit cards increased to 79.5% for the year ended December 31, 2023, compared to 53.4% and 49.9% for the years ended December 31, 2022 and 2021, respectively. These increases were primarily due to the increase in the size of our credit card portfolio and in the proportion of our credit card loans compared to other components of our loan portfolio. Credit card loans are relatively riskier than our other loans as credit card loans are uncollateralized. Consequently, an increase in credit card loans results in an increase in the proportion of net charge-offs relating to credit cards.
Deposits
Composition of Deposits per type and yield
The following table presents, with average balances, the breakdown of deposits by category as of December 31, 2023, 2022 and 2021.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31, |
|
2023 |
|
2022 |
|
2021 |
|
Average Balance(1) |
|
Average rate paid |
|
Average Balance(1) |
|
Average rate paid |
|
Average Balance(1) |
|
Average rate paid |
|
(in millions of R$, except percentages) |
| Time deposits: |
|
|
|
|
|
|
|
|
|
|
|
| Interest bearing |
19,986 |
|
|
11.9 |
% |
|
8,856 |
|
|
11.9 |
% |
|
6,061 |
|
|
4.9 |
% |
| Non-interest bearing |
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
| Total |
19,986 |
|
|
|
|
8,856 |
|
|
|
|
6,061 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Demand deposits: |
|
|
|
|
|
|
|
|
|
|
|
| Interest bearing |
— |
|
|
n.m.(2) |
|
— |
|
|
n.m.(2) |
|
— |
|
|
n.m.(2) |
| Non-interest bearing |
5,507 |
|
|
|
|
8,856 |
|
|
|
|
6,061 |
|
|
|
| Total |
5,507 |
|
|
|
|
8,856 |
|
|
|
|
6,061 |
|
|
|
(1) Average amounts based on the average of the month-end balances within each applicable year, unless otherwise indicated.
(2) Not meaningful.
As of December 31, 2023, 2022 and 2021, all of our deposits were guaranteed by the Credit Guarantee Fund (FGC), up to the amounts covered by the FGC. See “Regulatory Matters—Credit Guarantee Fund.”
Maturity of Deposits
The following table sets forth information regarding the maturity of our uninsured time deposits as of December 31, 2023.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2023 |
|
Maturing |
|
|
|
|
Within 3 months |
|
3 to 6 months |
|
6 to 12 months |
|
Over 12 months |
|
Total |
|
(R$ million) |
| Time deposits in excess of insured limit |
|
|
|
|
|
|
|
|
|
|
|
| Brazil |
28,100.7 |
|
|
12,465.2 |
|
|
593.2 |
|
|
1,691.0 |
|
|
13,351.2 |
|
|
28,100.6 |
|
| Total time deposits in excess of insured limit |
28,100.7 |
|
|
12,465.2 |
|
|
593.2 |
|
|
1,691.0 |
|
|
13,351.2 |
|
|
28,100.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Time Deposits in uninsured accounts |
|
|
|
|
|
|
|
|
|
|
|
| Brazil |
57.8 |
|
|
7.7 |
|
|
9.8 |
|
|
16.0 |
|
|
24.3 |
|
|
57.8 |
|
| Total time deposits in uninsured accounts |
57.8 |
|
|
7.7 |
|
|
9.8 |
|
|
16.0 |
|
|
24.3 |
|
|
57.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total uninsured Time deposits |
28,158.5 |
|
|
12,472.9 |
|
|
603.0 |
|
|
1,707.0 |
|
|
13,375.5 |
|
|
28,158.4 |
|
Under Brazilian regulation, each individual or legal entity has an overall insured deposit limit, which does not change based on the number of accounts held by such individual or legal entity. In cases in which the same individual or legal entity had deposits with different maturities with us in excess of the insured limit, we allocated the uninsured portion of such deposits proportionally based on the volume of deposits in each maturity range.
Minimum Capital Requirements
Our capital indices were above the minimum requirements stipulated by Brazilian regulations as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, |
Basel III Requirements(1): |
2023 |
|
2022 |
|
2021 |
Basel Index(2) |
23.0 |
% |
|
24.1 |
% |
|
44.3 |
% |
Capital Index Level 1(3) |
23.0 |
% |
|
24.1 |
% |
|
44.3 |
% |
(1) According to CMN Resolution No. 4,958, for institutions pertaining to a prudential conglomerate in accordance with the Accounting Plan of the Institutions of National Financial System - Cosif, the Additional Principal Capital must be calculated on a consolidated basis.
(2) Minimum Required Reference Equity (or Regulatory Capital) = 8% (from 2019).
(3) Minimum Required Tier 1 Capital = 6.0% (since 2015).
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31 |
|
2023 |
2022 |
2021 |
|
(R$ million) |
Minimum Required Reference Equity (or Regulatory Capital) * RWA Amount(1) |
2,129.7 |
|
1,964.0 |
|
1,436.3 |
|
(1) Minimum Required Reference Equity (or Regulatory Capital) = 8% (from 2019).
The following table sets forth information regarding our capital adequacy as of December 31, 2023, 2022 and 2021 according to the regulations of the Central Bank and Basel III:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, |
|
2023 |
|
2022 |
|
2021 |
|
(R$ million) |
Reference Equity(1) |
6,138.2 |
|
|
5,913.3 |
|
|
7,955.2 |
|
| Tier 1 Capital |
6,138.2 |
|
|
5,913.3 |
|
|
7,955.2 |
|
| Risk-Weighted Assets (RWA) |
26,745.7 |
|
|
24,950.5 |
|
|
17,953.3 |
|
| Credit Risk (RWACPAD) |
22,367.9 |
|
|
21,963.6 |
|
|
16,198.4 |
|
| Market Risk (RWAMPAD) |
342.1 |
|
|
480.8 |
|
|
323.6 |
|
| Operational Risk (RWAOPAD) |
4,035.6 |
|
|
2,506.1 |
|
|
1,431.3 |
|
(1) Reference equity is the amount of available capital taken into consideration for the purpose of determining the operating limits of Brazilian financial institutions, and is composed of two levels. Tier I capital is represented by the composition of equity plus the balance of certain reserves, income and hybrid capital and debt instruments authorized by the Central Bank.
C. Organizational Structure
Below is our current corporate structure:
Inter&Co subsidiaries and investees organized in Brazil consist of Inter Holding Financeira S.A., Inter&Co Participações, Inter Marketplace Intermediação de Negócios e Serviços Ltda, Mil Participações e Locações S.A, Inter Café Ltda, Inter Boutiques Ltda, Inter Viagens e Entretenimento Ltda, Inter Food S.A and Inter Conectividade Ltda. We own 100% of the share capital of each of these companies, except for Inter Food S.A. and Mil Participações e Locações S.A. in which our equity stake is 70% and approximately 8%, respectively.
Inter&Co subsidiaries organized and investees in US consist of Inter US Holding, Inc, Inter&Co Securities, Inter US Finance LLC, Inter US Management LLC, and Inter&Co Advisors LLC, We own 100% of the share capital of each of these companies.
Banco Inter’s subsidiaries and investees organized in Brazil consist of Inter Distribuidora de Títulos e Valores Mobiliários Ltda, Inter Asset Gestão de Recursos Ltda, Inter Digital Corretora e Consultoria de Seguros Ltda, Granito Instituição de Pagamento S.A, Granito Sistemas de PVD Ltda, IM Designs Desenvolvimento de Software S.A., Acerto Cobrança e Informações Cadastrais S.A, and Inter&Co Tecnologia e Serviços Financeiros Ltda. We own 100% of the share capital of each of these companies, except for Inter Asset Gestão de Recursos Ltda (in which our equity stake is approximately 70%), Inter Digital Corretora e Consultoria de Seguros Ltda (in which our equity stake is approximately 60%), Granito Instituição de Pagamento S.A (in which our equity stake is 50%), IM Designs Desenvolvimento de Software S.A (in which our equity stake is approximately 50%),
Banco Inter S.A subsidiaries organized in US consist of Inter&Co Payments, Inc. We own 100% of the share capital of Inter&Co Payments, Inc.
D. Property, Plant and Equipment
In addition to our corporate headquarters, some of our subsidiaries maintain offices that are responsible for supporting our corporate operations, such as: (i) Banco Inter maintains 16 offices located in the cities of Balneário Camboriú, Porto Alegre, Belo Horizonte, Brasília, Campinas, Curitiba, Fortaleza, Goiânia, Rio de Janeiro, Salvador, Guarulhos, São Paulo, São José dos Pinhais and Vitória; (ii) Inter Café maintains offices located in the cities of São Paulo, Nova Lima, Belo Horizonte and Campinas. All our offices and corporate headquarters are leased. We do not have any material fixed assets.
ITEM 4A. UNRESOLVED STAFF COMMENTS
Not applicable.
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our Audited Financial Statements and the related notes included elsewhere in this report, as well as the information presented under “Presentation of Financial and Other Information” and “Summary Financial and Other Information.” The following discussion contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Cautionary Statement Regarding Forward-Looking Statements,” “Risk Factors” and elsewhere in this report.
A. Operating Results
Overview
We are a Financial Super App offering solutions for our clients to manage their finances and daily activities, through a simple and seamlessly integrated digital experience. Our strategy has always been to provide clients with a differentiated value proposition, via a highly scalable technology stack, in which we would be able to add additional functionalities over time.
Our Financial Super App combines different revenue streams in six business verticals: (i) Inter Banking & Spending, (ii) Inter Credit, (iii) Inter Shop, (iv) Inter Invest, (v) Insurance, (vi) Global and (vii) Loyalty. We believe we are well positioned to face different economic scenarios. In 2023, our interest income totaled R$ 4.5 billion, representing 62% growth compared to the previous year. Revenues from service and commissions totaled R$ 1.3 billion in 2023.
Our growth and profitability rely on our ability to not only expand each of our products individually, but also generate and leverage the synergies between the ecosystems to create more value to our clients and, consequently, increase client retention and cross-sell.
For more information about our key business metrics, see “Item 4. Information on the Company ― B. Business Overview.” and on the “Presentation of Financial and Other Information ― Certain Performance Metrics”.
The Brazilian Macroeconomic Environment
As a company that operates mainly in Brazil, our results of operations, cash flow and financial condition are affected by general economic conditions in Brazil, particularly by Brazil’s economic growth. The following table sets forth selected economic indicators for the periods indicated:
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As of or for the year ended December 31, |
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2023 |
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2022 |
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2021 |
| GDP growth (reduction) |
2.9 |
% |
|
2.9 |
% |
|
4.6 |
% |
Inflation (IGP-M)(1) |
(3.2) |
% |
|
5.5 |
% |
|
17.8 |
% |
Inflation (IPCA)(2) |
4.6 |
% |
|
5.8 |
% |
|
10.1 |
% |
Interbank rate – CDI(3) |
11.7 |
% |
|
12.4 |
% |
|
4.4 |
% |
TJLP(4) |
6.6 |
% |
|
7.2 |
% |
|
4.8 |
% |
| Exchange rate at the end of the period per US$1.00 |
R$ 4.84 |
|
R$5.22 |
|
R$5.58 |
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| Average exchange rate per US$1.00 |
R$ 4.99 |
|
R$5.17 |
|
R$5.40 |
|
Sources: IBGE, Central Bank, CETIP and FGV.
(1) The IGP-M is the general market price index calculated by FGV (accumulated during each period).
(2) The IPCA is a consumer price index calculated by the IBGE (accumulated during each period).
(3) The CDI rate or DI rate refers to the average overnight interbank loan rates in Brazil, annualized as of the last day of the corresponding period (using year to date accumulated rate).
(4) The long-term interest rate (Taxa de Juros de Longo Prazo), or TJLP, is the rate applicable to long-term loans by the Brazilian Development Bank (Banco Nacional de Desenvolvimento Economico e Social), or BNDES. TJLP contains an inflation factor and is determined quarterly. The figures correspond to the average of the period indicated.
The performance of the Brazilian GDP and unemployment in Brazil have a direct impact on the purchasing power of the Brazilian population and on the labor market, which in turn influence the demand for our services. In 2023, the Brazilian GDP grew 2.9% mainly due to the good performance of both agricultural and extractive sectors, as well as a robust recovery from household consumption, reflecting the easing in monetary conditions that begun in second half of the year. In 2022, the Brazilian GDP grew 2.9% partly as a result of the relaxation of COVID-19 restrictions and continued fiscal incentives granted by Brazilian government, supporting the GDP growth. In 2021, the Brazilian GDP grew 4.6%, mainly due to the comparative effect of the COVID-19 pandemic-related decline in the prior year.
Inflation, interest rates and availability of credit
A significant portion of our income, expenses, assets and liabilities are directly impacted by interest rates, and our results of operations and financial condition are significantly affected by inflation, interest rate fluctuations and government monetary policies.
•Inflation rates in Brazil measured by IPCA were 4.6%, 5.8% and 10.1% and the inflation rates in Brazil measured by the IGP-M index were - 3.2%, 5.5%, and 17.8% for the years ended December 31, 2023, 2022 and 2021, respectively.
•The Brazilian Interbank rate - CDI was 11.7%, 12,4% and 4.4% as of December 31, 2023, 2022 and 2021, respectively.
Our business is affected by inflation. Higher levels of inflation may tend to adversely impact our loan portfolio and restrict the availability of credit and the consumer demand for credit. Inflation also adversely affects our personnel expenses and other administrative expenses that are directly or indirectly tied to inflation indexes. In contrast, lower levels of inflation may adversely impact our financial results, since we have a sizable position in inflation backed securities. This impact is worsened in an environment where the Central Bank delays the monetary policy loosening, which would compress our real rates spreads, since the short-term real rate would be higher than the implied by the yield curve.
We are also impacted by changes in prevailing interest rates. Increases in interest rates tend to adversely affect us by making our credit and investment products more expensive for consumers, thereby reducing consumer demand for such products. Interest rate increases also tend to increase our funding costs. The profitability of credit transactions depends on our capacity to obtain funding at competitive rates. An increase in market interest rates in Brazil could increase our cost of funding, particularly the cost of term deposits, thus reducing the spread earned on our credit portfolio. In addition, rising interest rates increase the risk of default by our clients. A sudden decrease in interest rates may affect the gross return of our loan portfolio. Our real estate loans, which represented 20% of our loan portfolio as of December 31, 2023, are mostly comprised of floating rate loans.
In addition, increases in interest rates, inflation indexes and other index coupons may adversely affect the result of investments that are not indexed to these indices. This type of exposure may adversely affect the performance of our loan portfolios that are not indexed to such indices, thus decreasing the spread that we earn relative to our fixed lending portfolio.
As a result of the above, we consider exposure to interest rates and inflation rates as a significant risk. We are subject to risk of losses or gains from fluctuations in interest rates earned or charged on our lending and borrowing portfolios. In order to try to control this risk, we analyze our exposure based on the limits established and identified through the use of specific financial models, as well as through capital control requirements. We use market risk management, in part, to support our business areas by establishing processes and implementing tools that are necessary to assess and control the related risks, thus enabling us to measure and monitor the risk tolerance levels established by our senior management. For more information about our risk management practices, see note 6 to our Audited Financial Statements.
Number of Clients and our Ability to Cross-Sell
Our growth and profitability rely on our ability to not only expand each of our product ecosystems individually, but also generate and leverage the synergies in the Financial Super App to create more value for our clients and, consequently, increase client retention and cross-sell. We have built our Financial Super App with the goal of providing our clients easy access to all of our financial and non-financial products and services and most of them are offered only to account holders (our shopping platform is available to non-account holders). One example of our synergistic strategy is how we incentivize our clients to build their investment portfolios within our ecosystem, and to use our banking solutions as the main bank. The growth of our account holder base directly expands the number of people we can reach with our financial and non-financial products through our app.
Currently, we can see high levels of activation in all our core business verticals. We reached a total of approximately 16.4 million active clients as of December 31, 2023.
Reserve and Lending Requirements
The requirements set by the Central Bank for compulsory deposit and credit has a significant impact on the results of financial institutions in Brazil. Increases or decreases in such requirements may have an impact on our operational results by limiting or expanding the amounts available for commercial credit transactions. We believe that, considering the current regulation, we have enough assets to operate without significant constraints from reserve and lending requirements. As of December 31, 2023, 2022 and 2021, compulsory deposits represented, 4.41%, 6.16% and 6.55% of our total assets, respectively. As of December 31, 2023, our capital adequacy ratio was 23.0%, significantly above the minimum requirements of 10.5%. We have historically been able to maintain our capital adequacy ratio above the minimum threshold by acquiring funds through equity offerings.
International Expansion
Our operations are currently concentrated in Brazil, but we have been conducting an international expansion since 2022. The first step of this process was our complete acquisition of Inter&Co Payments, Inc (formerly Usend), in January 2022. Inter&Co Payments is a licensed Money Service Business offering foreign exchange and international remittance services, as well as other financial products through an e-wallet solution we have named “Global Account”.
In 2022, we also incorporated Inter&Co Securities LLC, a fully licensed Broker Dealer, handling brokerage services for Inter customers wishing to invest in the American stock exchanges. Ou investment platform is powered by a partnership with Apex Clearing Corporation, which enables investors to access the NYSE and NASDAQ and trade from within our Financial Super App. Additionally, we partnered with Pershing Clearing to provide to our Wealth Management Clients a full array of investment options.
In January, 2023, we acquired YellowFi Mortgage LLC, now Inter US Finance, a company that owns, manages and operates a mortgage lending and origination business in the state of Colorado, Florida and Georgia, and YellowFi Management LLC, now Inter US Management, a company that manages and operates the Inter Mortgage Opportunity Fund, a residential mortgage notes investment fund that holds residential mortgage loans throughout the United States.
In January 2024, we announced our sponsorship of the Orlando City and Orlando Pride soccer teams, through a deal in which we rebranded their stadium Inter&Co Stadium and became the first Latin-America-based brand to own the naming rights to a U.S. sports stadium. This is part of our efforts to create an American identity and connect with the Florida community, where we have based our U.S. operations.
In April 2024, we became licensed to operate a Cayman Branch. The Banco Inter Cayman Branch is a strategic project that will allow us to amplify our capability of offering products and solutions in different currencies (other than Brazilian reais) and access new sources of funding. Through our Cayman Branch, we have already started offering two new international fixed-interest investment products: time deposits and certificates of deposits.
We also expect to make investments to expand internationally the Inter Loop Program and Inter Shop to offer to our existing and new clients abroad, rewards and purchase options. See “Item 3. Key Information ―D. Risk Factors—Risks Relating to our Business—We may be unable to identify, complete, integrate or obtain the benefits of past and future acquisitions.”
Material Accounting Policies
Our Audited Financial Statements are prepared in accordance with IFRS issued by the International Accounting Standards Board (IASB). In preparing our Audited Financial Statements, we employ our judgment and make estimates and assumptions to calculate amounts recognized as assets, liabilities, income and expenses. If we are required to evaluate new and more complex issues, we may be required to conduct further studies, which could result in the recognition of amounts that deviate significantly from those previously estimated. Any such significant deviation may occur in the event of changes to initial conditions and assumptions.
Our Operating Segments
We report in the following business segments:
•Banking & Spending. This segment comprises a wide range of banking products and services, such as checking accounts, cards, deposits, loans and advances and other services, which are available to the clients primarily by means of Inter’s mobile application. Part of this segment also comprises debt collection service. This segment offers foreign exchange and financial services, as well as a Global Account digital solution for money remittances between countries, among others.
•Investments. This segment is responsible for operations related to the acquisition, sale and custody of securities, the structuring and distribution of securities in the capital market and operations related to the management of fund portfolios and other assets (purchase, sale, risk management). Revenues consist primarily of administration fees and commissions charged to investors for the rendering of such services.
•Insurance Brokerage. This segment offers insurance products underwritten by insurance companies with which Inter has an agreement (‘partner insurance companies’), including warranties, life, property and automobile insurance and pension products, as well as consortium products provided by a third party with whom Inter has a commercial agreement. The income from brokerage commissions is recognized in the income statement when services are provided, that is, upon sale to the client, when the performance obligation is fulfilled. This income is presented net of deductions.
•Inter Shop. This segment includes sales of goods and/or services with partner companies through our digital platform. The commission income comprises basically commissions received for sales and/or for the rendering of these services.
Revenue by Segment
The table below shows the revenues of our reportable segments for the years ended December 31, 2023, 2022 and 2021:
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Year ended December 31, |
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2023 |
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2022 |
|
2021 |
| Revenue |
(in millions of R$, except percentages) |
| Banking & Spending |
4,339.0 |
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|
91.3 |
% |
|
3,227.6 |
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|
88.8 |
% |
|
2,062.4 |
|
|
93.0 |
% |
| Investments |
157.3 |
|
|
3.3 |
% |
|
125.2 |
|
|
3.5 |
% |
|
95.8 |
|
|
4.3 |
% |
| Insurance Brokerage |
173.2 |
|
|
3.6 |
% |
|
130.5 |
|
|
3.7 |
% |
|
57.1 |
|
|
2.6 |
% |
Inter Shop |
254.6 |
|
|
5.4 |
% |
|
367.3 |
|
|
10.3 |
% |
|
183.8 |
|
|
8.3 |
% |
| Total reportable segments |
4,924.1 |
|
|
103.6 |
% |
|
3,850.6 |
|
|
106.3 |
% |
|
2,399.1 |
|
|
108.2 |
% |
| Others |
8.5 |
|
|
0.2 |
% |
|
108.6 |
|
|
3.0 |
% |
|
68.5 |
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|
3.1 |
% |
Eliminations(1) |
(180.0) |
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(3.8) |
% |
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(396.5) |
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(9.3) |
% |
|
(245.8) |
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|
(11.2) |
% |
| Total |
4,752.6 |
|
|
100 |
% |
|
3,562.7 |
|
|
100 |
% |
|
2,221.8 |
|
|
100 |
% |
(1) Eliminations reflect the amounts intragroup. For more information, see note 5 to the Audited Financial Statements.
Composition of Revenues
The following table sets forth a breakdown of the composition of our revenue for the years ended December 31, 2023, 2022 and 2021:
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Year ended December 31, |
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2023 |
|
2022 |
|
2021 |
|
(in millions of R$, except percentages) |
Interest income(1) |
4,549.8 |
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|
141.7 |
% |
|
2,802.7 |
|
|
113.0 |
% |
|
1,435.4 |
|
|
88.2 |
% |
| Interest expenses |
(2,887.5) |
|
|
(89.9) |
% |
|
(1,972.9) |
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(79.6) |
% |
|
(543.2) |
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|
(33.4) |
% |
| Income from securities and derivatives(3) |
1,545.8 |
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|
48.1 |
% |
|
1,505.6 |
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|
60.7 |
% |
|
698.3 |
|
|
42.9 |
% |
| Net interest income and income from securities and derivatives |
3,208.1 |
|
|
99.9 |
% |
|
2,335.4 |
|
|
94.2 |
% |
|
1,590.5 |
|
|
97.7 |
% |
Net revenue from services and commissions(2) |
1,304.4 |
|
|
40.6 |
% |
|
968.0 |
|
|
39.0 |
% |
|
542.6 |
|
|
33.3 |
% |
| Expenses from services and commissions |
(135.6) |
|
|
(4.2) |
% |
|
(129.2) |
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(5.2) |
% |
|
(100.3) |
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(6.2) |
% |
| Other revenues |
375.7 |
|
|
11.7 |
% |
|
388.5 |
|
|
15.7 |
% |
|
190.0 |
|
|
11.7 |
% |
Revenues |
4,752.6 |
|
|
148.0 |
% |
|
3,562.7 |
|
|
143.7 |
% |
|
2,222.8 |
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136.6 |
% |
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(1) Revenue from loans and financing granted by us and short-term investments in other financial institutions.
(2) Revenue from fees and commissions, which include commissions, investment fund management fees and others.
(3) Revenues from hedge operations through interest rate swaps and indexes, aiming to cover exposures in assets and liabilities related to the loan and funding portfolio.
Income Statement
The table below sets forth our consolidated income statement for the years ended December 31, 2023 and 2022 and also the consolidated income statement table for the years ended December 31, 2022 and 2021.
Year Ended December 31, 2023 Compared with Year Ended December 31, 2022
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For the Year Ended December 31, |
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2023 |
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2022 |
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Variation |
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(R$ million) |
|
|
| Interest income |
4,549.8 |
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|
2,802.7 |
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62.3 |
% |
| Interest expense |
(2,887.6) |
|
|
(1,972.9) |
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46.4 |
% |
| Income from securities and derivatives |
1,545.8 |
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|
1,505.6 |
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|
2.7 |
% |
| Net interest income and income from securities and derivatives |
3,208.1 |
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|
2,335.4 |
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37.4 |
% |
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| Net revenues from services and commissions |
1,304.4 |
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|
968.0 |
|
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34.8 |
% |
| Expenses from services and commissions |
(135.6) |
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|
(129.2) |
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|
4.9 |
% |
| Other revenues |
375.7 |
|
|
388.5 |
|
|
(3.3) |
% |
| Revenues |
4,752.6 |
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|
3,562.7 |
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33.4 |
% |
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|
| Impairment losses on financial assets |
(1,541.6) |
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(1,083.2) |
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42.3 |
% |
| Administrative expenses |
(1,461.3) |
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(1,494.5) |
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(2.2) |
% |
| Personnel expenses |
(790.7) |
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(733.6) |
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7.8 |
% |
| Tax expenses |
(326.6) |
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|
(248.6) |
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31.4 |
% |
| Depreciation and amortization |
(160.4) |
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|
(164.0) |
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|
(2.2) |
% |
| Income from equity interests in associates |
(32.0) |
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|
(17.4) |
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|
84.1 |
% |
| Profit / (loss) before income tax |
439.9 |
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|
(178.6) |
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|
(346.2) |
% |
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| Income tax |
(87.6) |
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|
164.5 |
|
|
(153.2) |
% |
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| Profit / (loss) for the year |
352.3 |
|
|
(14.1) |
|
|
(2598.3) |
% |
Net interest income and income from securities and derivatives
Net interest income and income from securities and derivatives increased 37.4% to R$3,208.0 million in 2023 from R$2,335.4 million in 2022, primarily as a result of the following factors:
•Interest income: Interest income increased 62.3% to R$4,549.8 million in 2023, from R$ 2,802.7million in 2022, mainly due to the growth in our credit card and personal credit portfolios, which increased by 37.7% and 30.3% respectively, comparing the portfolios as of December 31, 2023 and 2022.
•Interest expense: Interest expense increased 46.4% to R$ 2,887.6 million in 2023 from R$1,972.9 million in 2022, primarily due to the increase in the balance of time deposits, which in turn was driven by growth of our number of clients. Time deposits increased to R$28,158.4 million as of December 31, 2023 from R$10,517.0 million as of December 31, 2022.
•Interest from securities and derivatives: Income from securities and derivatives increased 2.7% to R$1,545.8 million in 2023 from R$ 1,505.6 million in 2022, primarily due to the increase in Brazilian government securities that we hold, reflecting the interest rates they are indexed, partly offset by our losses in connection with derivative instruments, which we acquired to mitigate risks relating to our foreign-exchange-rate exposures and mismatch of interest rates on asset positions and funding rates.
Net revenues from services and commissions
Net revenues from services and commissions increased 34.8% to R$1,304.4 million in 2023 compared to R$968.0 million in 2022, mainly due to the increase in card interchange fees (amounts we receive in connection with the use of credit and debit cards we issued). This increase in card interchange fees was driven by the 67.8% growth in the number of active clients as of December 31, 2023 compared to December 31, 2022.
Expenses from services and commissions
Expenses on services and commissions increased 5.0% to R$135.6 million in 2023 from R$129.2 million in 2022, mainly due to the fess we are required to pay form maintaining our ATM services. Costs relating to ATM services include fees payable due to withdrawals made by our clients, which increased due to the numbers of clients and costs related to keeping the ATMs stocked with withdrawable cash.
Other revenues
Other revenues decreased 3.3% to R$375.6 million in 2023 from R$388.5 million in 2022. The chart below sets forth our other revenues by category for the years ended December 31, 2023 and 2022:
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For the year ended December 31, |
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2023 |
|
2022 |
|
(R$ million) |
| Performance fees |
135.2 |
|
|
150.4 |
|
| Others |
89.3 |
|
|
54.9 |
|
| Revenue foreign exchange |
88.7 |
|
|
99.8 |
|
| Capital gains |
41.8 |
|
|
66.4 |
|
| Revenue from sale of goods |
20.6 |
|
|
17.0 |
|
| Total |
375.6 |
|
|
388.5 |
|
•The decrease in other revenues was driven primarily by: (i) the R$24.6 million decrease in capital gains due to the lower result from the sale of collateral in 2023 in connection with defaulted loans we provided and (ii) R$15.2 million decrease in performance fees, which consists substantially of performance bonuses due as certain established goals provided in our commercial agreement with Mastercard.
Impairment losses on financial assets
Impairment losses on financial assets increased 42.3% to R$1,541.6 million in 2023, from R$1,083.2 million in 2022, primarily as a result of: (i) the growth of our loan portfolio by 31.2%, when comparing our portfolio as of December 31, 2023 and December 31, 2022, including a 31.9% growth of our credit card portfolio, which is unsecured and, as a result, has a higher expected credit loss and (ii) the overall increase in defaults across our credit portfolio which we believe is related to an increase in defaults observed generally in the Brazilian financial market in response to higher interest rates prevailing in the Brazilian market (including the SELIC rate), which resulted from the challenging domestic and global macroeconomic environments.
This increase was partly offset by our efforts to apply a more rigorous approach in our credit risk management when providing new loans. These efforts include our focus on offering collateralized personal loans and the results of this particular initiative is reflected in the decrease in the proportion of our net charge-offs relating to personal credit to 17.9% in 2023 from 38.9% in 2022.
Administrative expenses
Administrative expenses decreased 2.2% to R$1,461.3 million in 2023 from R$1,494.5 million in 2022. The chart below sets forth our administrative expenses by category for the years ended December 31, 2023 and 2022:
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|
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|
For the year ended December 31, |
|
2023 |
|
2022 |
|
(R$ million) |
| Data processing and information technology |
(779.5) |
|
|
(696.1) |
|
|
|
|
|
| Third party services |
(214.9) |
|
|
(142.2) |
|
| Others |
(183.8) |
|
|
(256.1) |
|
| Advertisement and marketing |
(93.5) |
|
|
(137.9) |
|
| Rent, condominium fee and property maintenance |
(62.9) |
|
|
(60.5) |
|
| Financial system services |
(54.3) |
|
|
(144.1) |
|
|
|
|
|
|
|
|
|
| Provisions for contingencies |
(38.6) |
|
|
(25.9) |
|
|
|
|
|
| Insurance expenses |
(25.6) |
|
|
(15.9) |
|
| Portability expenses |
(8.3) |
|
|
(15.8) |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total |
(1,461.4) |
|
|
(1,494.5) |
|
The decrease in our administrative expenses were primarily due to:
•The R$89.8 million decrease in financial system services was primarily due to the reduced fees we paid in connection with brokerage and exchange services as a result of renegotiation in 2023, and.
•The R$72.3 million and R$44.3 million decrease in others and advertising and marketing, respectively resulted from our cost cutting measures implemented throughout 2023.
The decrease in our administrative expenses was partly offset by:
•The R$83.4 million increase of data processing and information services, which was primarily due to the greater volumes of stored data and transactions, resulting of the increase in customers and related transaction volume.
•The R$72.7 million increase in third party services, which resulted from our increased demand for services from consultancy, auditing, advocacy and fraud prevention in connection with the expansion of our operations in 2023.
Personnel expenses
Personnel expenses increased 7.8% to R$790.7 million in 2023 from R$ 733.6 million in 2022, mainly due to the increase in bonus and profit-sharing payments to executives and to employees as a result of higher profits in 2023.
Tax Expenses
Tax expenses increased 31.4% to R$326.6 million in 2023 from R$248.6 million in 2022, mainly due to the increase in our revenues resulting in higher ICMS, PIS and COFINS expenses in 2023.
Profit (loss) before income tax
As a result of the foregoing, profit (loss) before tax increased to a profit R$439.8 million in 2023, compared to a loss of R$ 178.6 million in 2022.
Income tax
Income tax was an expense of R$87.6 million in 2023 compared to a benefit of R$164.5 million in 2022. This increase in income tax expense occurred primarily as our results before taxes were a profit in 2023 compared to a loss in 2022.
Profit (Loss) for the year
As a result of the foregoing, profit for the year was R$352.3 million in 2023 from a loss for R$14.1 million in 2022.
Year Ended December 31, 2022 Compared with Year Ended December 31, 2021
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31, |
|
|
|
2022 |
|
2021 |
|
Variation |
|
(R$ million) |
|
|
| Interest income |
2,802.7 |
|
|
1,435.4 |
|
|
95.3 |
% |
| Interest expense |
(1,972.9) |
|
|
(543.2) |
|
|
263.2 |
% |
| Income from securities and derivatives |
1,505.6 |
|
|
697.3 |
|
|
115.9 |
% |
| Net interest income and income from securities and derivatives |
2,335.4 |
|
|
1,589.5 |
|
|
46.9 |
% |
|
|
|
|
|
|
| Net revenues from services and commissions |
968.0 |
|
|
542.7 |
|
|
78.4 |
% |
| Expenses from services and commissions |
(129.2) |
|
|
(100.3) |
|
|
28.8 |
% |
| Other revenues |
388.5 |
|
|
190.0 |
|
|
104.5 |
% |
| Revenues |
3,562.7 |
|
|
2,221.9 |
|
|
60.3 |
% |
|
|
|
|
|
|
| Impairment losses on financial assets |
(1,083.2) |
|
|
(595.6) |
|
|
81.9 |
% |
| Administrative expenses |
(1,494.5) |
|
|
(1,164.2) |
|
|
28.4 |
% |
| Personnel expenses |
(733.6) |
|
|
(443.3) |
|
|
65.5 |
% |
| Tax expenses |
(248.6) |
|
|
(146.8) |
|
|
69.3 |
% |
| Depreciation and amortization |
(164.0) |
|
|
(94.3) |
|
|
73.9 |
% |
| Income from equity interests in associates |
(17.4) |
|
|
(8.8) |
|
|
97.7 |
% |
Loss before income tax |
(178.6) |
|
|
(231.1) |
|
|
(22.7) |
% |
|
|
|
|
|
|
| Income tax |
164.5 |
|
|
176.0 |
|
|
(6.5) |
% |
|
|
|
|
|
|
Loss for the year |
(14.1) |
|
|
(55.1) |
|
|
(74.4) |
% |
Net interest income and income from securities and derivatives
Net interest income and income from securities and derivatives increased 46.9% to R$2,335.4 million in 2022 from R$1,589.5 million in 2021, primarily as a result of the following factors:
•Interest income: Interest income increased 95.3% in 2022, compared to 2021, mainly due to interest income from interbank investments and interest income from loans and advances to clients. This increase is primarily derived from growth in our credit card and personal credit portfolios, which increased by 43.2% and 52.7%, respectively, comparing the portfolios as of December 31, 2022 and 2021 and the increase in the basic interest rate (SELIC), rising from a average of 12.63% per year in 2022 compared to average of 4.81% per year in 2021.
•Interest expense: Interest expense increased 263.2% to R$1,972.9 million in 2022 from R$543.2 million in 2021, primarily due to the increase in time deposits, which in turn was driven by growth of our client base compared to the prior period, as well as the increase in interest paid to clients, which was triggered by the growth of the basic interest rate (SELIC), rising from an average of 12.63% per year in 2022 compared to average of 4.81% per year in 2021.
•Interest from securities and derivatives: Income from securities and derivatives increased 115.9% to R$1,505.6 million in 2022 from R$697.3 million in 2021, primarily due to the increase in Brazilian government securities that we hold, reflecting the interest rates they are indexed. In 2022, we recorded gains on derivative financial instruments when compared to losses recorded in 2021.
Net revenues from services and commissions
Net revenues from services and commissions increased 78.4% to R$968.0 million in 2022 compared to R$542.7 million in 2021, primarily as a result of the increase in card interchange fees (amounts received in connection with the use of our credit and debit cards by our clients) which increase was driven by the growth of 42.6% of our number active clients as of December 31, 2022 compared to December 31, 2021.
Expenses from services and commissions
Expenses from services and commissions: Expenses on services and commissions increased 28.8% to R$129.2 million in 2022 from R$100.3 million in 2021, mainly due to the fees we are required to pay for maintaining our ATM services. Costs relating to ATM services include fees payable due to withdrawals made by our clients, which increased due to the increase in the number of clients and costs related to keeping the ATMs stocked with withdrawable cash.
Other revenues
Other revenues increased 104.4% to R$388.5 million in 2022 from R$190.1 million in 2021. The chart below sets forth our other revenues by category for the years ended December 31, 2022 and 2021:
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31, |
|
2022 |
|
2021 |
|
(R$ million) |
| Performance fees |
150.4 |
|
|
102.9 |
|
| Others |
66.4 |
|
|
33.2 |
|
| Revenue foreign exchange |
99.8 |
|
|
24.7 |
|
| Capital gains |
54.9 |
|
|
29.3 |
|
| Revenue from sale of goods |
17.0 |
|
|
— |
|
| Total |
388.5 |
|
|
190.1 |
|
The R$ 47.5 million increase in performance revenues, which consists substantially of the result of the agreements with Mastercard, B3, Liberty and Sompo, which agreements offer performance bonuses as the established goals are met.
The R$ 75.1 million increase in foreign exchange revenues, which resulted from the growth of foreign exchange transactions in connection with the increase of dollar transactions mainly from our USD-denominated accounts.
Impairment losses on financial assets
Impairment losses on financial assets increased 81.9% to R$1,083.2 million in 2022, from R$595.6 million in 2021. This sharp rise can be attributed to two major factors: firstly, the expansion of our loan portfolio by 31.8%, with highlight to a 45.2% growth of the credit card portfolio, an unsecured book, with higher excepted credit loss; and secondly, the uptick in defaults across the Brazilian financial market in response to consecutive interest rate hikes, which were prompted by the challenging domestic and global macroeconomic environment. As a result, we anticipated greater losses from financial assets, necessitating a more rigorous approach to credit risk management and a more cautious stance towards new credit grants. Despite these challenges, we remain fully committed to maintaining our financial strength and managing our credit risk effectively, in order to ensure the long-term health and sustainability of our business.
The increase is also be explained due by the growth of the volume of credit we extended with the expansion of our client base and the increase in customer delinquency resulting from adverse economic conditions in Brazil.
Administrative expenses
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|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31, |
|
2022 |
|
2021 |
|
(R$ million) |
| Data processing and information technology |
(696.1) |
|
|
(513.4) |
|
| Others |
(256.1) |
|
|
(244.1) |
|
| Financial system services |
(144.1) |
|
|
(94.7) |
|
| Third party services |
(142.2) |
|
|
(85.1) |
|
| Advertisement and marketing |
(137.9) |
|
|
(145.3) |
|
| Rent, condominium fee and property maintenance |
(60.5) |
|
|
(33.2) |
|
| Provisions for contingencies |
(25.9) |
|
|
(19.0) |
|
| Portability expenses |
(15.8) |
|
|
(25.5) |
|
| Insurance expenses |
(15.9) |
|
|
(3.8) |
|
| Total |
(1,494.5) |
|
|
(1,164.1) |
|
The increase in our administrative expenses were primarily due to:
• R$182.7 million increase in data processing and information technology to R$696.1 million in 2022 from R$513.4 million in 2021, which resulted from the increase in stored data and the volume of transactions, which is a result of the increase in our number of customers and the growth of the TPV Card.
• R$49.4 million increase in financial system services to R$144.1 million in 2022 from R$94.7 million in 2021, which resulted from an increase in expenses with fees, brokerages and exchange rate, affected by the expansion of our services and USD-denominated accounts.
• R$57.1 million increase in third party services to R$142.2 million in 2022 from R$85.1 million in 2021, which resulted from an increase in fees for consultancy, auditing, advocacy and fraud prevention affected by our expansion in the period.
Personnel expenses
Personnel expenses increased 65.5% to R$733.6 million in 2022 from R$ 443.3 million in 2021, mainly due to the increase in benefits due to the share-based payment, R$ 94.9 million in 2022 compared to R$ 3.1 million in 2021, in the context of the acquisition of Inter&Co Payments by Inter, it was established that part of the payment to key executives of said company would be made through cash.
Tax Expenses
Tax expenses increased R$101.8 million to R$ 248.6 million in 2022 from R$146.8 million in 2021, which resulted from increased Brazilian taxes payable over our revenues (PIS/COFINS, Brazilian tax due on revenues and ISS, Brazilian value-added tax due on services).
Loss before income tax
We reported a loss before income taxes of R$178.6 million in 2022, compared to a loss before income taxes of R$231.1 million in 2021, primarily due to the expansion in our activities and the related increase in our costs to generate and support this growth.
Income tax
Income tax benefit decreased 6.5% to a benefit of R$164.5 million in 2022 from a benefit of R$176.0 million in 2021. The main variation between 2022 and 2021 comes from the lower amount of temporary differences arisen from provisions with impairment due to the increase in the amounts of loans and advances to customers carried out in 2022. For more information about the reconciliation of our current and deferred income tax and social contribution, see Note 34 to our Audited Financial Statements.
Loss for the year
As a result of the foregoing, loss for the year decreased 74.4%, to a loss of R$14.1 million in 2022 from a loss of R$55.1 million in 2021.
Capital Expenditure
We have made significant investments in technology and innovation to enable us to launch new products and to keep them improving through time. These investments seek to ensure the availability, stability and security of all transactions, in addition to offering better customer experience, greater agility in the development of new products, all while generating efficiency gains.
We intend to pursue the following investments over the coming years:
•Inter Shop: Our Inter Shop aggregates non-financial products and services such as shopping, parking, cell phone recharging and gift cards. We expect to invest in new and existing products, including in technology, integrations, features and new partnership projects, as well as back-office, user experience (or UX) and user interface (or UI) improvements.
•Customer Service and Financial Super App UX: We continuously seek ways to improve our channels to better serve clients. In 2024, we intend to continue improving our contact with our clients and our Financial Super App UX, with improvements in the onboarding of new clients, and personalization of the app, among others.
•Launch of new products and services: We continuously develop and launch new products and services from all business verticals in our platform, increasing the value proposition to our clients.
•Internationalization: We intend to expand the offer our products and services, such as Inter Shop, our investment platform, insurance brokerage and digital bank account through our Global Account, outside of Brazil, more specifically in the United States.
In addition to the projects mentioned above, we have planned investments in data security, collection process, operational risk platform and internal controls, process automation, system integrations, and system improvements.
Investments in the development of our new products and services is an integral part of the daily routine of all of our business departments working together with our product, business development, data governance and technology teams. We invested an aggregate R$ 183 million throughout 2023 in the above-mentioned initiatives.
B. Liquidity and Capital Resources
Financial institutions operating in Brazil are subject to periodic measuring of their capital and capital standards based on their risk-weighted asset ratio. The parameters of this methodology are similar to international parameters used to measure minimum capital requirements under the Basel Accords. CMN mandated the calculation by financial institutions of Reference Equity on a consolidated basis and established a minimum Reference Equity required for risk-weighted assets, or RWA.
As of December 31, 2023, Banco Inter’s capital adequacy ratio was 23%, a decrease of 1.1 percentage points compared to December 31, 2022. This variation was mainly due to the growth of our loan portfolio.
As of December 31, 2022, Banco Inter’s capital adequacy ratio was 24.1%, a decrease of 20.2 percentage points compared to December 31, 2021. This variation was mainly due to dilution of capital in the amount of R$ 1,500.0 million occurred in October 2022, which was used to settle the debentures issued to cover the cash-out component of our corporate reorganization.
For more information on reserve and lending requirements, see “―Overview―Reserve and Lending Requirements,” above, and “Regulatory Matters―Capital Adequacy Guidelines.”
The table below sets forth Banco Inter’s Reference Equity and Banco Inter’s Capital Adequacy Ratio (as defined below) as of December 31, 2023, 2022 and 2021:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
Variation |
|
2023 |
|
2022 |
|
2021 |
|
2023 x 2022 |
|
2022 x 2021 |
Reference Equity(1) (R$ million) |
6,138.2 |
|
|
5,913.3 |
|
|
7,955.2 |
|
|
3.8 |
% |
|
(25.7) |
% |
Capital Adequacy Ratio(2)(3) |
23.0 |
% |
|
24.1 |
% |
|
44.3 |
% |
|
1.1p.p |
|
20.2p.p. |
(1) Reference Equity (or regulatory capital) is the amount of capital available taken into consideration for purposes of determining the operating limits of Brazilian financial and other institutions duly authorized to operate by the Central Bank and is comprised by the sum of two tiers: Tier I and Tier II Tier I is comprised of equity plus the balance of certain reserves, income and hybrid capital and debt instruments authorized by the Central Bank. Tier II, in turn, is comprised of revaluation reserves, reserves for contingencies, earnings reserves related to undistributed mandatory dividends, preferred shares with cumulative dividends, certain subordinated debt and hybrid instruments and unrealized earnings related to adjustments to the market value of available-for-sale securities.
(2) Risk-Weighted Assets represents Banco Inter’s assets weighted according to risk pursuant to the methodology defined under the Central Bank regulations, in line with the Basel III framework.
(3) Capital Adequacy Ratio is calculated as Reference Equity divided by Risk-Weighted Assets.
Sources of Funds
As of December 31, 2023, we had R$4.4 billion in cash and cash equivalents. We believe that our current available cash and cash equivalents and the expected cash flows from our operating activities will be sufficient to meet our working capital requirements, capital expenditures and our business plan in the ordinary course of business for at least the next 12 months.
We obtain funding for working capital and the acquisition of assets through our own resources and funding obtained from third parties, which we record as liabilities with financial institutions, liabilities with clients and securities issued, as described below:
•Liabilities with Financial Institutions and Liabilities with Clients: we finance a portion of our operations through the following types of deposits:
Demand deposits: Clients deliver to us funds that will be available for transfer and withdrawal upon request.
Time deposits: Clients deliver to us funds that will be available for withdrawal, together with the payment of interest, once a specific period of time elapses (as agreed between the parties).
Interbank deposits: Time deposits used by financial institutions and other institutions authorized by the Central Bank to transfer excess funds among each other in order to raise or invest such funds.
Savings deposits: Saving deposits are a special category of demand deposits subject to a special regulatory regime. Pursuant to the applicable regulation, earnings on saving deposits are determined based on variation of the SELIC rate.
Bank Certificates of Deposit: A bank certificate of deposit is a promise to pay the deposit amount plus an agreed-upon inflation adjustment and interest.
•Securities Issued:
LCIs (Letra de Crédito Imobiliário): Fixed-income securities backed by real estate loans and collateralized by a conditional sale or property mortgage. Real estate bills of credit confer upon their holder a credit right against the issuer at par value, plus interest and, if applicable, any agreed-upon inflation adjustment. An LCI may benefit from an additional guarantee of a financial institution and can be collateralized by one or more real estate credits.
LCAs (Letra de Crédito do Agronegócio): Registered bills of credit that are freely traded and represent a promise of payment in cash and that are exclusively issued by public or private financial institutions and secured by agribusiness credit rights.
Financial Bills: Registered credit instruments, transferable and freely traded, exclusively issued by financial institutions and other institutions authorized to operate by the Central Bank.
•LIGs (Letras Imobiliárias Garantidas): a fixed income security issued by banks and similar financial institutions, as well as credit, financing and investment associations, mortgage companies and savings and loan associations.. LIGs are secured by real estate assets.
•Borrowings and Onlendings: Refer to the onlending of real estate financing from Caixa Econômica Federal and Tesouro Funcafé as described in note 21 to our Audited Financial Statements.
We believe we have access to several local and external sources of financing from different types of investors (individuals, companies, pension funds, investment funds and banks, among others). Our decision to obtain a particular source of funding is dependent on relevant client demands and the characteristics of the funding (interest rate, terms and applicable indices, for example). Historically, we have diversified our sources of financing, in order to better manage our liquidity and maintain a suitable cash balance that has enabled us to efficiently withstand liquidity pressures. We have maintained liquidity ratios above the minimum threshold and seek through our funding policy to extend maturity terms in order to maintain our current cost levels.
We periodically assess our liquidity and minimum capital requirements consistent with our policy of raising funds and managing treasury not only to meet regulatory requirements, but also to ensure efficient management of our resources. We believe that when necessary we will have the ability to obtain resources from various local and external sources and different categories of investors (including individuals, companies, pension funds, investment funds and banks, among others). The decision to use one or another source of financing takes into account client demand and the characteristics of the operation (rates, maturities and indices, among others).
Accordingly, we believe that we will be able to meet our working capital needs as they arise.
Liquidity
Our asset and liability management policy is focused on ensuring that our cash position complies with Central Bank rules. In particular, the policy is intended to ensure sufficient liquidity to cover any short-term obligation such as deposit withdrawals, granted credit lines and other funding or liabilities at maturity.
Our risk department is responsible for monitoring the liquidity levels and cash position. The treasury department is in charge for diversifying the funding basis, as well as managing the cash and cash equivalent positions.
As of December 31, 2023, our current financials assets were R$ 23.7 billion of which more than R$ 18.1 billion is considered as Ativos Líquidos de Alta Qualidade (or High Quality Liquid Assets, a category of assets defined pursuant to Central Bank regulation that are expected to remain liquid in markets during periods of stress and to remain easily and immediately convertible into cash with low or without losses). In terms of funding concentration, our top 10 clients represent less than 2.1% of our total credit portfolio, indicating a diversified funding basis.
Indebtedness
As of the date of this annual report, we are not a borrower under any individually material loan or financing agreements. We have previously held time deposits with special collateral provided by the FGC. As of December 31, 2023, 2022 and 2021, we held no such time deposits. We do not hold time deposits, as we have opted to obtain funds mainly through demand deposits from our broad and less expensive client base.
Limitations on Incurring Indebtedness
As we are not a borrower under any material loan and financing agreements, we are not subject to material limitations on the incurrence of additional indebtedness, dividend distributions, sales of assets, issuances of new securities or changes of control that may be imposed as a result of such agreements.
Financial institutions are, however, subject to operational limitations established by the CMN and Central Bank. These limits include:
•maintaining a reference equity compatible with the risks inherent to our activities;
•a limitation on total funds invested in fixed assets equivalent to a maximum of 50% of our reference equity (see “Liquidity and Capital Resources”);
•a limitation on exposure per client equivalent to a maximum of 25% of our reference equity; and
•minimum paid-in capital limits and equity for operation.
Limitations on Uses of Funding
Our use of funding to originate further loans and invest in other financial assets is contingent on maintaining a capital adequacy ratio, above the regulatory minimum threshold of 10.5% (our Capital Adequacy Ratio was 23.0% as of December 31, 2023). Pursuant to the Basel III guidelines, the capital adequacy ratio is calculated by dividing our Reference Equity (the sum of Tier I and Tier II capital) by Risk-Weighted Assets. Tier I consists of Primary Capital less prudential adjustments (deductions that may compromise the financial institution’s ability to withstand losses of Principal Capital) and Supplementary Capital (hybrid debt and equity instruments that meet promulgated requirements under the applicable CMN regulation. However, in order to improve the quality of the capital of financial institutions, Basel III restricts, for the purposes of the breakdown of Primary Capital, the inclusion of financial instruments that do not demonstrate an effective capacity for the absorption of losses and requires a reduction of assets that, in certain circumstances, could affect the amount of the financial institution’s capital as a result of the low liquidity of its instruments, dependence on future earnings or difficulty in measuring amounts. Tier II, in turn, is comprised of revaluation reserves, reserves for contingencies, earnings reserves related to undistributed mandatory dividends, preferred shares with cumulative dividends, certain subordinated debt and hybrid instruments and unrealized earnings related to adjustments to the market value of available-for-sale securities. Risk-Weighted Assets represents Banco Inter’s assets weighted according to risk pursuant to the methodology defined under the Central Bank regulations, in line with the Basel III framework.
We are also subject to certain restrictions on risk concentration. As of December 31, 2023, the limit for our use of financing obtained through loans in connection with any individual or group of individuals acting individually or upon mutual interest was approximately R$ 1.5 billion (equivalent to 25% of our reference equity of R$ 6.138 billion). We are further subject to certain regulatory requirements related to compulsory deposits and reserves. For more information on such restrictions, see “Regulatory Matters—Regulations affecting liquidity in the Brazilian financial market.”
We periodically issue DPGEs (time deposits with special collateral) under two modalities: DPGE I (issued without collateral secured by the Credit Guarantee Fund) and DPGE II (issued with collateral secured by the Credit Guarantee Fund). Issuances of DPGEs are subject to regulatory limitations. As of the date of this annual report, we did not hold time deposits with special collateral provided by the FGC.
C. Research and Development, Patents and Licenses, etc.
We have not implemented a dedicated research and development structure. Our research and development model is based on continuous innovation in connection with which we (1) constantly conduct market surveys and activities and (2) continuously launch new products and services that we test and optimize in order to provide a platform that is sophisticated, agile and of high added value.
We have not implemented a dedicated research and development structure. However, to support all the innovations that were promoted by Inter since its foundation, we have a strong Product Development team that focus on multiple initiatives in IT infrastructure, platforms, new financial products, among others.
Some selected innovation initiatives are listed as follows:
•Development, Security and Operations (DevSecOps): integration and automation processes of essential steps for the systems which support the quality and stability of our Financial Super App, from conception to release, aiming at security, reliability, usability and better client experience.
•Analytics COE: supported by our security and transparency guidelines, a data intelligence and analytics center was created. Through the use of advanced analysis techniques and pragmatic performance of data scientists, Analytics COE acts as a factory of business-oriented ideas, seeking to maximize the shared value between Inter and its clients.
•Processes and Services Automation: in order to process banking services transactions with efficiency, quality and security, guaranteeing the technological capacity necessary for an ever-increasing volume of clients and operations, we focused on the processing networks automation.
In addition, our research and development model is based on continuous innovation in connection with which we (a) constantly conduct market surveys and activities and (b) continuously launch new products and services that we test and optimize in order to provide a platform that is sophisticated, agile and of high added value.
For more information on our use of intellectual property, see “Item 4. Information on the Company ― B. Business Overview ― Intellectual Property.” For more information on our expected investments in such development, see “Item 5. Operating and Financial Review and Prospects―A. Operating Results―Capital Expenditures.”
D. Trend Information
See “Item 5. Operating and Financial Review and Prospects―A. Operating Results―Factors Affecting Results of Operations.”
E. Critical Accounting Estimates
Our audited consolidated financial statements are prepared in conformity with IFRS as issued by the IASB. In preparing our audited consolidated financial statements, we make assumptions, judgments and estimates that can have a significant impact on amounts reported in our audited consolidated financial statements. We base our assumptions, judgments and estimates on historical experience and various other factors that we believe to be reasonable under the circumstances. Actual results could differ materially from these estimates under different assumptions or conditions. We regularly reevaluate our assumptions, judgments, and estimates. For more information, see notes 2 and 4 to our Audited Financial Statements.
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
A. Directors and Senior Management
Board of Directors
Our board of directors is currently composed of ten directors. Each director is appointed for a two-year term, unless they resign or their office is vacated earlier, in which case such term shall be extended to the date on which such successor has been appointed. In case a director position is vacated earlier, our board of directors may appoint a director for such position. Directors appointed by the board of directors hold office until the next annual general meeting. Our Articles of Association do not include a mandatory retirement age. Our Articles of Association also allow additional directors to be appointed by ordinary resolution of our shareholders.
Pursuant to the SoftBank Shareholders’ Agreement, Softbank has the right to appoint one member of our board of directors for as long as it holds at least 5% of our share capital. As of the date of this annual report, there is no director appointed by Softbank. For more information, see “Item 7. Major Shareholders and Related Party Transactions―B. Related Party Transactions—Shareholders’ Agreements.” For more information, see “Item 7. Major Shareholders and Related Party Transactions―B. Related Party Transactions—Shareholders’ Agreements.”
The following table presents the names, ages and positions of the members of our board of directors.
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| Name |
|
Age |
|
Position |
| Rubens Menin Teixeira de Souza |
|
68 |
|
Chairman |
| Maria Fernanda Nazareth Menin Teixeira de Souza Maia |
|
45 |
|
Member |
| José Felipe Diniz |
|
62 |
|
Member |
| Leonardo Guimarães Corrêa |
|
65 |
|
Member |
| Luiz Antônio Nogueira de França |
|
61 |
|
Independent Member |
| André Guilherme Cazzaniga Maciel |
|
42 |
|
Independent Member |
| Antônio Kandir |
|
70 |
|
Independent Member |
| Claudia Farkouh Prado |
|
60 |
|
Independent Member |
| Todd Chapman |
|
61 |
|
Independent Member |
The following is a brief summary of the business experience of our directors. Unless otherwise indicated, the current business addresses for our directors is Av. Barbacena, 1,219, Santo Agostinho - Belo Horizonte, Minas Gerais, Brazil, Zip Code 30190-131.
Rubens Menin Teixeira de Souza is the chairman of our board of directors. He holds a Degree in Civil Engineering from the Federal University of Minas Gerais – UFMG. He is one of Banco Inter founders and has served as the chairman of our board of directors since our founding. Mr. Menin Teixeira de Souza is also a founder of MRV Engenharia, a publicly traded company in Brazil, where he served as its chief executive officer until March 2014 and currently serves as the chairman of its board of directors. He is also the chairman of the board of directors of LOG Commercial Properties S.A., a publicly traded company in Brazil, Urbamais Properties e Participações S.A., and forms part of the MRV Group. Rubens Menin Teixeira de Souza, chairman of our board of directors, is the father of João Vitor N. Menin T. de Souza, our CEO, and Maria Fernanda Nazareth Menin Teixeira de Souza Maia, member of our board of directors.
Maria Fernanda Nazareth Menin Teixeira de Souza Maia. Mrs. Maia holds a law degree from Milton Campos School of Law and a postgraduate degree in Economics and Corporate Law from the Getúlio Vargas Foundation- FGV EAESP. She is a member of the Corporate Law Committee of the Minas Gerais Bar Association - OAB/MG. Mrs. Maia acted as Executive Legal Manager and Chief Legal Officer in MRV Engenharia until 2019. Ms. Maia is the daughter of Rubens Menin Teixeira de Souza, chairman of our board of directors, and sister of João Vitor N. Menin T. de Souza, our CEO.
José Felipe Diniz. Mr. Diniz holds a degree in economics from the Pontifical Catholic University of Minas Gerais. In addition to being our board member, he is also a managing partner of Santa Rosa Urbanismo and was Vice President of Communications at Sinduscon in the State of Minas Gerais from 2003 to 2005.
Leonardo Guimarães Corrêa is a member of the Board of Directors of Inter&Co. Leonardo served at MRV Engenharia as Chief Financial and Investor Relations Officer from 2006 to 2019. He is currently MRV’s Board of Directors Vice Chairman, also, a Board of Directors member of LOG C. P. S.A., of RESIA/AHS DEVELOPMENT LLC and of NOVUS MIDIA S. A.. Throughout his career, Leonardo was also a founding partner at Perfin Administração de Recursos, between 2003 and 2006, and a partner at then Banco Pactual, from 2000 to 2003. Previously, he worked for JP Morgan for 10 years, his last position being Treasurer for Brazil, and for 8 years at Lloyds Bank as Treasury Manager. He holds a degree in Economics from the Federal University of Minas Gerais – UFMG (1980) and a postgraduate degree in Finance from FGV (1986)
Luiz Antônio Nogueira de França. Mr. de França holds a degree in Civil Engineering from Mackenzie Presbyterian University of São Paulo in 1985. Between 2006 and 2015, he served as a mortgage loan officer at Banco Itaú Unibanco S.A., where he was also responsible for back office operations, products, treasury, and wholesale distribution and retail between 2012 and 2015. Mr. de França is currently president of the Brazilian Association of Real Estate Developers (Associação Brasileira de Incorporadoras Imobiliárias), chairman of the board of Renac and a partner at França Participações. Mr. de França was a member of Tecnisa’s board of directors between 2015 and 2017. From 2007 to 2011, Mr. de França was the director of FEBRABAN, president of ABECIP and a board member of the CNF. Additionally, he was chairman of the board of directors of Companhia Brasileira de Securitização, a financial services company.
André Guilherme Cazzaniga Maciel. Mr Maciel is the founder of Volpe Capital. He was Managing Partner and Head of Brazil at SoftBank Group International until 2020 and previously, he was a co-founder of 30 Knots, a LatAm growth dedicated private equity fund. Formerly, he was a Managing Director at J.P. Morgan, head of Brazil Investment Banking Advisory, responsible for covering technology, telecom and media industries for Latam. With nearly 17 years at J.P. Morgan, 7 of which he was in New York, he has been involved in over 200 M&A and Capital Markets transactions. He started his career at J.P. Morgan Partners, the bank’s private equity arm. Mr. Maciel has a Bachelor’s Degree in Business Administration from EAESP-FGV and is fluent in English, Portuguese and Spanish.
Antonio Kandir. Antonio Kandir served as Minister of State Planning and Budget, as a Special Secretary for Economic Policy, as President of the National Council on Privatization, as Brazilian Governor at the Inter-American Development Bank, as President of Institute of Applied Economic Research (Instituto de Pesquisa Econômica Aplicada – IPEA), as Congressman, as Director of Private Equity and Hedge Funds, and Research Coordinator at Itaú Planejamento e Engenharia S.A. Kandir also worked as Professor at the University of Campinas (UNICAMP) and Pontifícia Universidade Católica de São Paulo (PUC-SP), and as Assistant Faculty Fellow at the University of Notre Dame in USA. He holds a PhD and a master’s degree in Economics from the University of Campinas (UNICAMP) and a bachelor’s degree in Mechanical Production Engineering from the Polytechnic School at the University of São Paulo (USP).
Claudia Farkouh Prado is currently an independent director at B3 S.A. – Brasil, Bolsa, Balcão, where she is also the coordinator of the Governance and Nomination Committee, a member of the People and Remuneration Committee and the Sustainability Committee. She is also an independent member of the Board of Directors of the Social Responsibility Institute of the Hospital Sírio Libanês. Previously, Cláudia was a member of the Board of Directors, President of Latin America and coordinator of the Global Finance Committee and the Global Diversity Committee of Baker McKenzie Global Law Firm, as well as a member of the Advisory Board of TrustWomen (Thompson Reuters Foundation). She was a managing associate at Trench Rossi Watanabe Advogados, where she acted as the Latin American coordinator of M&A and private equity practice groups and as a specialized M&A lawyer in Brazil and the United States. In the third sector, she was a member of the Fiscal Council of the Sírio-Libanês Social Responsibility Institute and is currently a member of the Governance Council of B3 Social.
Todd Chapman. Mr. Chapman recently retired from the U.S. Government after over 30 years as a career diplomat in the U.S. Foreign Service. As the U.S. Ambassador to Brazil from 2020 to 2021, he advanced a broad economic, security, and environmental agenda at the sixth-largest U.S. embassy in the world and coordinated support for over 275,000 U.S. residents in Brazil. Previously, he served as U.S. Ambassador to Ecuador from 2016 to 2019, where he revitalized the bilateral relationship and attracted new U.S. investments to Ecuador. His international experience through his career in the foreign service and in the private sector includes postings in Afghanistan, Bolivia, Costa Rica, Mozambique, Nigeria, Saudi Arabia, and Taiwan. Mr. Chapman was recently admitted into the American Academy of Diplomacy in Washington D.C. He also served as Senior Advisor to Under Secretary of State for Economic Affairs Keith Krach and Principal Deputy Assistant Secretary of State at the Bureau of Political-Military Affairs of the US Department of State. He is currently a Non-Resident Fellow at Payne Institute for Public Policy and Senior Advisor (Non-Resident) at the Center for Strategic and International Studies (CSIS). Mr. Chapman holds a master’s degree from the National Intelligence University and a bachelor’s degree from Duke University. He is fluent in Spanish and Portuguese. Mr. Chapman was serving the Company as a member of the Advisory Committee.
Board Diversity Matrix
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Board Diversity Matrix for Inter&Co
As of the date of this Form 20-F |
| Country of Principal Executives Offices |
Brazil |
| Foreign Private Issuer |
Yes |
| Disclosure Prohibited Under Home Country Law |
No |
| Total Number of Directors |
10 |
|
Female |
Male |
Non-Binary |
Did Not Disclose Gender |
| Part I: Gender Identity |
| Directors |
2 |
7 |
# |
# |
| Part II: Demographic Background |
| Underrepresented Individual in Home Country Jurisdiction |
0 |
| LGBTQ+ |
0 |
| Did Not Disclose Demographic Background |
0 |
Executive Officers
We have a centralized management team led by João Vitor N. Menin T. de Souza, our CEO, with broad experience in the financial services industry. The table below presents the names, age and position of our executive officers.
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| Name |
|
Age |
|
Position |
| João Vitor N. Menin T. de Souza |
|
41 |
|
Chief Executive Officer |
| Santiago Horacio Stel |
|
44 |
|
Senior Vice President of Finance and Risks (CFO) |
| Alexandre Riccio de Oliveira |
|
42 |
|
Senior Vice President of Retail Banking |
| Helena Lopes Caldeira |
|
36 |
|
Chief Strategy and Financial Planning Officer |
| Priscila Salles Vianna de Paula |
|
35 |
|
Chief Customer Officer |
| Guilherme Ximenes de Almeida |
|
42 |
|
Chief Technology Officer |
| Ray Tarick Pereira Chalub |
|
37 |
|
Chief Operations Officer |
| Ana Luiza Vieira Franco Forattini |
|
47 |
|
Chief Governance and Compliance Officer |
The following is a brief summary of the business experience of our executive officers.
João Vitor Nazareth Menin Teixeira de Souza is the CEO of Inter&Co and Banco Inter. João Vitor has extensive experience in the financial and capital markets and has been at the forefront of the group’s main projects over the last fifteen years. He joined Banco Inter in 2004, was a member of the Board of Directors between 2005 and 2019, Executive Officer since 2008 and Chief Executive Officer since 2015. He holds a degree in Civil Engineering.
Santiago Horacio Stel is Senior Vice President of Finance and Risks (CFO) at Inter&Co. Santiago joined Inter&Co as Chief Strategy and Investor Relations Officer in 2022. Previously, Santiago worked for 10 years at Morgan Stanley, in the New York office of the Investment Banking division, advising financial institutions in Latin America on M&As, debt and equity transactions in the capital market, including the IPO of Banco Inter. In addition, he worked at Barclays Capital (2011 to 2012) and Itaú (2004 to 2009). He holds a degree in Economics from the University of Buenos Aires (2005), and an MBA from Duke University (2011).
Alexandre Riccio de Oliveira is Senior Vice President of Retail Banking at Inter&Co and Vice President of Banking at Banco Inter. Alexandre joined Banco Inter in 2013, as Development Superintendent, having been elected Officer of the Bank in April 2015, Executive Officer of Operations and Management in December 2015 and Vice President in September 2017. In 2020 he was elected Executive Director of Febraban. Before joining Grupo Inter, he served as Consultant at The Boston Consulting Group – BCG (2011 to 2013), Operations Manager at Gerdau Ameristeel (2006 to 2010), Consultant at Falconi (2004 to 2006) and had experience as an entrepreneur in the sports food sector. He holds a degree in Civil Engineering from the Federal University of Minas Gerais – UFMG (2003), and an MBA from the Kellogg School of Management, Northwestern University – USA (2012).
Helena Lopes Caldeira is Chief Strategy and Financial Planning Officer at Inter&Co and Executive Officer of Finance at Banco Inter. Helena joined Banco Inter in 2016 as Business Development Manager, having been appointed Investor Relations and Financial Planning Superintendent in December 2017, Investor Relations Director in September 2019 and Financial and Investor Relations Director in June 2020. Before joining Banco Inter, Helena served as Fixed Income Portfolio Manager at Araújo Fontes (2009 to 2013) and New Business Advisor at Ferreira Lopes Group (2014). She holds a degree in Economics from IBMEC (2009), an MBA from the London Business School (2016) and holds the ANBIMA Managers Certification (CGA).
Priscila Salles Vianna de Paula is Chief Customer Officer at Inter&Co and Chief Customer and Retail Officer at Banco Inter. Priscila has over 10 years of experience in marketing, branding, digital strategies and customer relations. She joined Banco Inter in 2011 in the Marketing area and since 2016 has been responsible for the Marketing, Digital Sales and Customer Experience areas. In 2019, she became Marketing and CRM officer, encompassing Banco Inter’s Marketplace area. She holds a degree in Social Communication from PUC Minas (2010), is specialist in Marketing from IBMEC MG (2012), and holds a postgraduate degree in Business Management, also from IBMEC MG (2015).
Guilherme Ximenes de Almeida is the Chief Technology Officer at Inter&Co and Banco Inter. He joined Banco Inter in 2015 as a technology manager, responsible for solutions for digital products, and became technology officer in 2017. He served as project coordinator and IT specialist at Gol Linhas Aéreas, from 2009 to 2012, and at Smiles S.A., from 2012 to 2015. Guilherme holds a degree in Electrical Engineering, a postgraduate degree in Financial Management and is currently enrolled in the Innovation and Entrepreneurship Certificate Program at Stanford University.
Ray Tarick Pereira Chalub is Chief Operations Officer (COO) at Inter & Co. He has joined the corporation in 2015 to collaborate on products and operations for Banking and Investments. Throughout his career at Inter, Mr. Chalub has been responsible for Accounts, Pix, Payments, Open Banking, Procurement, Credit Operations, and Investments Operations. In addition, he holds an Electronics and Telecommunication Engineering Degree (2008) from PUC-Minas, an MBA in Project Management (2012) from FGV, and a Master's Degree in Innovation (2014) from UNA.
Ana Luiza Vieira Franco Forattini is General Counsel and Chief Governance and Compliance Officer at Inter&Co and General Counsel and Chief Compliance and Ombudsman Officer at Banco Inter. Ana Luiza joined Banco Inter in October 2015, in the role of Legal and Institutional Relations and also took over the Administrative Superintendency in May 2016. In June 2017 she was appointed Legal, Ombudsman and Administrative Officer, being responsible for the human resources area of the Inter until 2019. In 2020, she took over as Compliance and Business and Products Legal Officer, also being responsible for Corporate Governance. Before joining the Inter group, she worked at Grupo Tarpon Investimentos, initially as a member of legal committees and corporate risk management committees of investees and, later, as Head of Legal at Ômega Energia (2012 to 2014), in the capital markets and M&A areas at Machado Meyer Advogados (2006 to 2012), in the capital markets and infrastructure areas at Cescon Barrieu Advogados (2002 to 2006), and as an international lawyer at Andrews Kurth law firm, in Houston – USA (2001-2002) . She holds a degree in Law from Faculdade de Direito Milton Campos (1999), and a Master of Laws (LL.M.) from the University of Houston, Texas – USA (2001), with a scholarship from the Fulbright Commission (2001).
The current business addresses for our executive officers is Av. Barbacena, 1,219, Santo Agostinho - Belo Horizonte, Minas Gerais, Brazil, ZIP Code 30190-131.
Family Relationships
Rubens Menin Teixeira de Souza, chairman of our board of directors, is the father of João Vitor Nazareth Menin Teixeira de Souza, our CEO, and Maria Fernanda Nazareth Menin Teixeira de Souza Maia, member of our board of directors. There are no other family relationships among our directors and officers named herein.
B. Compensation
Compensation of Directors and Executive Officers
Under Cayman Islands law, we are not required to disclose compensation paid to our senior management on an individual basis and we have not otherwise publicly disclosed this information elsewhere. Our Articles of Association provide that Inter & Co’s compensation committee, if established, shall be responsible for approving the aggregate compensation of our directors and officers. While Inter & Co has no compensation committee, the aggregate compensation to be paid to our directors and officers is subject to approval at our annual shareholders meeting.
The members of Inter & Co board of directors are entitled to fixed compensation and to participate in our equity incentive plans (see “―Long-Term Incentive Plan,” below). Inter&Co’s executive officers are entitled to fixed and variable compensation and to participate in Inter&Co’s stock option plans. The variable compensation of Inter&Co executive officers is paid in cash as an annual bonus. Inter&Co directors may receive additional compensation for participating in committees from Inter&Co or its subsidiaries. For more information on our share-based payments see Note 33 to our Audited Financial Statements.
The individual compensation of each director and executive officer is set by our board of directors and Banco Inter’s Compensation Committee and board of directors. The aggregate compensation paid to Inter&Co executive officers and directors is set considering the current market practices and specific research conducted with respect to our industry peers, as well as the official inflation indices published by the Brazilian government with the goal of ensuring that the compensation paid remains compatible with our goals and principles.
The payment of fixed compensation to our executive officers and directors seeks to ensure stability for them, as well as to attract and retain qualified professionals that may be able to contribute with our growth and profitability. The amount of fixed compensation depends on the responsibility of each executive officer or director. The variable compensation of Inter&Co executive officers is paid based on the achievement of pre-established annual goals. This compensation aims to provide short-term interest alignment designed to incentivize the executive officers and their teams to deliver the best results possible.
For the year ended December 31, 2023 the aggregate compensation expense for the members of the board of directors and executive officers of Inter&Co for services in all capacities was R$ 37.7 million, which includes both benefits paid in kind and compensation.
As of the date of this annual report and as a result of our holding company structure, Banco Inter pays all of our director and officer compensation expenses relating to directors and officers who are also directors and officers of Banco Inter. Inter & Co pays the director and officer compensation expenses relating to directors and officers who are not directors or officers of Banco Inter.
The highest annual compensation we paid to an individual director and officer of Inter & Co in 2023 was R$ 4,998 thousand and R$ 11,182 thousand respectively. The lowest annual compensation we paid to an individual director and officer of Inter & Co in 2023 was R$ 361.5 thousand and R$ 1,477 thousand respectively. The average annual compensation we paid to directors and officers of Inter & Co in 2022 was R$ 1,042 thousand and R$ 3,541 thousand respectively.
Approximately 39.47% (equivalent to R$ 11,182 thousand) of the aggregate annual compensation we paid to Inter & Co officers in 2023 was paid to an officer who is a relative of our controlling shareholder.
Approximately 75% (equivalent to R$ 7,069 thousand) of the aggregate annual compensation we paid to Inter & Co directors in 2023 was paid to non-independent directors.
The above compensation amounts paid to officers include their fixed compensation, benefits and annual bonus.
Employment Agreements
None of our executive officers have entered into employment agreements with us. None of our directors have entered into service agreements with us.
Long-Term Incentive Plan
We have implemented equity incentive plans for the benefit of its executives and employees, or LTIP, for the purpose of advancing the interests of our shareholders by enhancing our ability to motivate and reward eligible executives to perform at the highest level. The LTIP includes the 2022 Omnibus Incentive Plan approved by our shareholders on January 4, 2023, and certain other assumed legacy equity incentive plans, including Banco Inter’s former equity incentive plan, which we assumed and amended to provide for equity incentive awards with respect to our Class A common shares. The maximum number of Class A common shares available for issuance pursuant to equity incentive awards granted under the LTIP will not exceed 3.4% of our common shares outstanding as of the date of this annual report.
Equity incentive awards may be granted to our employees, non-employee directors, officers, consultants or other individual service providers, as well as holders of equity compensation awards granted by a company that may be acquired by us in the future. Awards under the LTIP may be granted in the form of stock options, stock appreciation rights, restricted stock, restricted stock units (or RSUs), performance awards or other stock-based awards. Stock options and stock appreciation rights will have an exercise price determined by the administrator that is no less than the fair market value of the underlying Class A common shares on the date of grant.
The vesting conditions for grants under the LTIP will be determined by our Board of Directors and, in the case of restricted stock and RSUs, will be set forth in the applicable award documentation. For stock options, the administrator will determine the exercise price of the option, the term of the option and the time or times at which the option may be exercised. Performance awards will be subject to performance conditions as specified by the administrator and will be settled in cash, Class A common shares (including Class A common shares in the form of Inter & Co BDRs), other awards, other property, net settlement or any combination thereof, as determined by the administrator in its discretion, following the end of the relevant performance period.
The LTIP is administered by our Compensation and People Committee.
Directors’ and Officers’ Insurance
We contracted civil liability insurance (D&O) with Chubb Seguros do Brasil S.A. (and others insures), with the aim of protecting our directors, who may be liable personally for acts performed in the exercise of their functions. The coverage of insurance is US$ 50 million.
C. Board Practices
Our board of directors consists of at least three Directors and up to twelve Directors. Each director is appointed for a two-year term, unless they resign or their office is vacated earlier, in which case such term shall be extended to the date on which such successor has been appointed. Directors appointed by the board of directors hold office until the next annual general meeting. Our Articles of Association do not include a mandatory retirement age.
Our and our subsidiaries’ contracts with our directors do not provide for any benefit upon termination of employment.
Committees
Audit Committee
Our audit committee, which consists of André Guilherme Cazzaniga Maciel, Antônio Kandir and Luiz Antônio Nogueira de França assists our board of directors in overseeing our accounting and financial reporting processes and the audits of our financial statements. In addition, the audit committee is directly responsible for the appointment, compensation, retention and oversight of the work of our independent registered public accounting firm. The audit committee consists exclusively of members of our board of directors who are financially literate, and André Guilherme Cazzaniga Maciel is considered an “audit committee financial expert” as defined by the SEC. Our board of directors has determined that André Guilherme Cazzaniga Maciel, Antônio Kandir and Luiz Antônio Nogueira de França satisfy the “independence” requirements of Rule 10A-3 under the Exchange Act. The audit committee is governed by a charter that complies with Nasdaq rules.
The audit committee is responsible for, among other things:
•The appointment, compensation, retention and oversight of any auditor or accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attestation services.
•Pre-approving the audit services and non-audit services to be provided by our independent auditor before the auditor is engaged to render such services.
•Reviewing and discussing with the independent auditor its responsibilities under generally accepted auditing standards, the planned scope and timing of the independent auditor’s annual audit plan(s) and significant findings from the audit.
•Obtaining and reviewing a report from the independent auditor describing all relationships between the independent auditor and the Company consistent with the applicable PCAOB requirements regarding the independent auditor’s communications with the audit committee concerning independence.
•Confirming and evaluating the rotation of the audit partners on the audit engagement team as required by law.
•Reviewing with management, in separate meetings whenever the Audit Committee deems appropriate, any analyses or other written communications prepared by the Management and/or the independent auditor setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements, including analyses of the effects of alternative IFRS methods on the financial statements; and other critical accounting policies and practices of the Company.
•Reviewing, in conjunction with the Chief Executive Officer and Chief Financial Officer of the Company, the Company’s disclosure controls and procedures and internal controls over financial reporting.
•Establishing procedures for the receipt, retention and handling of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.
•Approving or ratifying any related person transaction (as defined in our related person transaction policy) in accordance with our related person transactions policy.
The audit committee will meet as often as it determines is appropriate to carry out its responsibilities, but in any event will meet at least four times per year.
Compensation and People Committee
Our People and Compensation Committee, consists of Claudia Farkouh Prado, Maria Fernanda Menin Teixeira de Souza Maia, João Vitor Nazareth Menin Teixeira de Souza, Alexandre Riccio de Oliveira,ant the People and Culture Officer of Banco Inter S.A. This committee assists our board of directors in reviewing and approving the compensation structure, including all forms of compensation, relating to our directors and officers. The Compensation and People Committee reviews the total compensation package for our executive officers and directors and recommends to the board of directors for determination the compensation of each of our directors and executive officers, and will periodically review and approve any long-term incentive compensation or equity plans, programs or similar arrangements, annual bonuses and employee pension and benefits plans.
As permitted by the listing requirements of Nasdaq, we have opted out of Nasdaq Listing Rule 5605(d) which requires a compensation committee consisting entirely of independent directors. Similarly, as permitted by the listing requirements of Nasdaq, we have opted out of Nasdaq Listing Rule 5605(e), which requires that director nominees be selected or recommended for the board’s selection either by independent directors constituting a majority of the board’s independent directors in a vote in which only independent directors participate or by a nomination committee comprised solely of independent directors.
D. Employees
Employees
The table below sets forth the number of employees by geographic region of Brazil and in other countries as of the dates indicated:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, |
|
2023 |
|
2022 |
|
2021 |
| Southeast |
2,939 |
|
3,613 |
|
3,492 |
| South |
67 |
|
97 |
|
93 |
| Northeast |
190 |
|
274 |
|
285 |
| Midwest |
34 |
|
40 |
|
27 |
| North |
5 |
|
6 |
|
0 |
| Total (Brazil) |
3,235 |
|
4,030 |
|
3,897 |
The table below sets forth the number of employees in other countries on the dates indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, |
|
2023 |
|
2022 |
|
2021 |
| United States |
33 |
|
|
28 |
|
|
27 |
|
| Canada |
1 |
|
|
1 |
|
|
— |
|
| Portugal |
— |
|
|
3 |
|
|
2 |
|
| Nepal |
1 |
|
|
1 |
|
|
— |
|
| Total |
35 |
|
32 |
|
29 |
The table below sets forth the number of our employees by activity as of the dates indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, |
|
2023 |
|
2022 |
|
2021 |
| Front Office |
929 |
|
771 |
|
453 |
| Back Office |
2,341 |
|
3,300 |
|
1,674 |
| Total |
3,270 |
|
4,071 |
|
2,127 |
The table below sets forth the number of our outsourced employees by region of Brazil as of the dates indicated:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, |
|
2023 |
|
2022 |
|
2021 |
| Southeast |
1,139 |
|
1,407 |
|
1,387 |
| South |
69 |
|
67 |
|
352 |
| Northeast |
1,123 |
|
881 |
|
1,074 |
| Midwest |
— |
|
— |
|
1 |
| Total |
2,331 |
|
2,355 |
|
2,814 |
The table below sets forth the number of our outsourced employees by activity as of the dates indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, |
|
2023 |
|
2022 |
|
2021 |
| Customer Experience |
1,918 |
|
1,825 |
|
2,551 |
| Technology |
129 |
|
132 |
|
113 |
| Collection Services |
233 |
|
361 |
|
101 |
| Administrative Services |
17 |
|
17 |
|
30 |
| Marketplace |
11 |
|
20 |
|
19 |
| Human Resources |
9 |
|
— |
|
— |
Comptroller |
14 |
|
— |
|
— |
| Total |
2,331 |
|
2,355 |
|
2,814 |
The table below sets forth our employee turnover, calculated as the total number of dismissals and resignations divided by the total number of our direct employees, for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, |
|
2023 |
|
2022 |
|
2021 |
| Staff turnover ratio |
43.7 |
% |
|
26.1 |
% |
|
2.4 |
% |
Between 2021 and 2023, our employee headcount decreased by 20.63% as a result of our cost-control initiatives.
Employee Unions
All of our employees throughout Brazil are covered by collective bargaining agreements that guarantee certain rights that are in addition to those granted by labor legislation. Our relationship with the unions that represent our employees is based on the ideals of partnership, respect and transparency, with the aim of aligning the guidelines and working conditions of our employees.
In the three-year period ended December 31, 2023, we did not experience any work stoppages as a result of strikes and/or other employee demonstrations.
Employee Compensation
We have adopted a compensation policy that we believe is aligned with our organizational structure, as well as consistent with the practices adopted by the other financial institutions. Employees are eligible for salary increases on an annual basis, as well as bonuses used to recognize employee performance. We have also instituted a profit-sharing program for our employees, in addition to a profit-sharing program based on specific performance targets and the attainment of our institutional goals.
Our employees are also eligible to receive stock options under our stock option plan, subject to the approval of our Board of Directors. For additional information regarding our stock option plan, see “―B. Compensation—Long-Term Incentive Plan.”
Employee Benefits
We offer our employees benefits set forth in the collective bargaining agreements entered into with employee unions, as well as additional benefits, which include health insurance, dental insurance, educational scholarships and group life insurance.
E. Share Ownership
For information on shares and any outstanding shares beneficially owned by our directors and officers and/or entities affiliated with these individuals, see “Item 7. Major Shareholders and Related Party Transactions.”
F. Disclosure of a registrant’s action to recover erroneously awarded compensation
Not applicable.
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
A. Major Shareholders
As of the date of this annual report, Inter & Co’s authorized share capital is US$50,000 divided into 20,000,000,000 shares of par value of US$0.0000025 each, of which 321,802,293 have been issued and are outstanding as Class A Shares of par value of US$0.00001 each and 117,037,105 have been issued as Class B Shares of par value of US$0.00001 each.
The following table sets forth the principal holders of Inter & Co’s issued and outstanding share capital and their respective shareholding as of the date of this annual report.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of the date of this annual report |
|
Class A |
|
% |
|
Class B |
|
% |
Costellis International Limited(1) |
— |
|
|
0.00 |
% |
|
117,037,105 |
|
|
100.00 |
% |
Hottaire International Limited(2) |
16,500,000 |
|
|
5.12 |
% |
|
— |
|
|
0.00 |
% |
SBLA Holdings (Cayman) LP(3) |
64,506,636 |
|
|
20.04 |
% |
|
— |
|
|
0.00 |
% |
Squadra Investimentos e Gestao de Recursos Ltda(4) |
29, 064,604 |
|
9.03 |
% |
|
— |
|
|
0.00 |
% |
| Directors and Officers |
4,167, 344 |
|
1.29 |
% |
|
— |
|
|
0.00 |
% |
| Treasury shares |
151,142 |
|
|
0.05 |
% |
|
— |
|
|
0.00 |
% |
| Others |
207,563,709 |
|
|
64.47 |
% |
|
— |
|
|
0.00 |
% |
| Total |
321,953,435 |
|
|
100.0 |
% |
|
117,037,105 |
|
|
100.0 |
% |
(1) Rubens Menin Teixeira de Souza, our controlling shareholder and chairman of Inter & Co’s board of directors, owns 84.2% of Costellis International Limited and, as such, controls the manner in which Costellis International Limited votes and disposes of its shares in Inter & Co. Other shareholders of Costellis International Limited are João Vitor N. Menin T. de Souza and other members of the Menin family.
(2) José Felipe Diniz, member of Inter & Co’s board of directors, is the individual that has all dispositive and voting control of shares owned by Hottaire International Limited.
(3) SBLA Holdings (Cayman) LP, or SBLA Holding, ultimate parent-company is listed in the Tokyo Stock Exchange and does not have any shareholder owning more than 50% of its stock.
(4) Squadra Investimentos – Gestão de Recursos Ltda. is an investment manager of certain investment funds and managed accounts and, in such capacity, have the power to make decisions regarding the voting and disposition of our Class A common shares.
The following table sets forth the principal holders of Inter & Co’s of the date of this annual report:
|
|
|
|
|
|
|
|
|
|
|
|
|
As of the date of this annual report |
|
% of Total Capital |
|
% of Voting Capital |
| Costellis International Limited |
26.66 |
% |
|
78.43 |
% |
| Hottaire International Limited |
3.76 |
% |
|
1.11 |
% |
| SBLA Holdings (Cayman) LP |
14.69 |
% |
|
4.32 |
% |
| Squadra Investimentos – Gestão de Recursos Ltda |
6.62 |
% |
|
1.95 |
% |
| Directors and Officers |
0.96 |
% |
|
0.0 |
% |
| Treasury shares |
0.03 |
% |
|
0 |
% |
| Others |
47.28 |
% |
|
14.19 |
% |
| Total |
100.00 |
% |
|
100.00 |
% |
B. Related Party Transactions
Loans with related parties
Since the beginning of Banco Inter’s preceding, three financial years up to the date of this annual report, Banco Inter has provided loans to (a) enterprises that control or are controlled by Banco Inter; (b) associated entities; (c) individuals owning, directly or indirectly, an interest in the voting power of Banco Inter that gives them significant influence over the company, and close members of any such individual’s family; (d) members of Banco Inter’s board of directors, Banco Inter’s officers or any close family members of such individuals; and (e) enterprises in which a substantial interest in the voting power is owned, directly or indirectly, by any person described in (c) or (d) or over which such a person is able to exercise significant influence.
The loans described above (i) were made in the ordinary course of business, (ii) were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons, and (iii) did not involve more than the normal risk of collectability or present other unfavorable features.
Additionally, on June 18 and December 29, 2021, Banco Inter made two working capital loans to Inter DTVM with a rate lower than the other operations carried out by Banco Inter with its clients. The average rate applied on the “post-domicile” (pós domicílio) working capital loans is approximately of 0.5% per month plus CDI. The loans made between Inter DTVM and Banco Inter were set at a rate of 110% and 120% of the CDI per month. The loans matured in December 2021 and in June 2022 and were fully paid by Inter DTVM.
Other related party transactions
In addition to the loans described above, we have entered into certain other related party transactions, in the ordinary course of business, with our controlling shareholder, members of our management and immediate family members of key management personnel or companies controlled by them. For more information, see Note 34 to our Audited Financial Statements.
MRV Engenharia e Participação S/A is an interested party in certain loans made by Banco Inter to purchase trade receivables from suppliers of the related party, (drawn risk operations). These drawn risk operations were entered by Banco Inter in the ordinary course of business and in compliance with our related party transactions policy. As of December 31, 2023 the total amount outstanding of such transactions was R$451.4 million.
Conedi Participações LTDA is an interested party in certain loans made by Banco Inter to purchase trade receivables from suppliers of the related party, (drawn risk operations). These drawn risk operations were entered by Banco Inter in the ordinary course of business and in compliance with our related party transactions policy. As of December 31, 2023 the total amount outstanding of such transactions was R$99.9 million.
Granito Soluções em Pagamentos S.A, is an interested party in certain loans made by Banco Inter to purchase trade receivables from suppliers of the related party, (drawn risk operations). These drawn risk operations were entered by Banco Inter in the ordinary course of business and in compliance with our related party transactions policy. As of December 31, 2023 the total amount outstanding of such transactions was R$1,470.1 billion.
Banco Inter has issued certain securities to investors in Brazil. Some of these securities have been acquired by our related parties. The securities described above were issued in the ordinary course of business of Banco Inter and were made available to the related parties on substantially the same manner and terms, including interest rates and collateral, as those offered to other persons at the time for comparable transactions. For more information on the securities issued by Banco Inter to fund its operations, see "Item 5. Operating and Financial Review and Prospects―B. Liquidity and capital resources―Sources of Funds."
As of December 31, 2023, the amount outstanding of these securities held by Log Commercial Properties e Participações S.A. was R$39 thousand.
As of December 31, 2023, the amount outstanding of these securities held by Conedi Participações LTDA was R$1.0 million.
As of December 31, 2023, the amount outstanding of these securities held by Novus Midia S.A. was R$13.1 million.
As of December 31, 2023, the amount outstanding of these securities held by ONG Movimento Bem Maior was R$4.6 million.
Log Commercial Properties e Participações S.A., MRV Engenharia e Participação S/A, Conedi Participações LTDA and Novus Midia S.A. are controlled by our controlling shareholder. Our controlling shareholder is part of the key management personnel of ONG Movimento Bem Maior.
Shareholders’ Agreements
Shareholders’ Agreement with SoftBank
Inter & Co, HoldFin, Banco Inter and the majority shareholders of Inter & Co (Rubens Menin and João Vitor Menin), SoftBank Group Corp. and SBLA Holding have entered into a shareholders’ agreement, or the SoftBank Shareholders’ Agreement. Pursuant to the SoftBank Shareholders’ Agreement, SoftBank Group Corp. has the right to appoint one member of Inter & Co’s Board of Directors for as long as it beneficially holds 5% of Inter & Co’s share capital. As of the date of this annual report, SoftBank holds 16.01% of Inter & Co’s share capital. Also pursuant to the SoftBank Shareholders’ Agreement, SoftBank and the majority shareholders of Inter & Co have registration rights, pursuant to which at any time and from time to time, subject to certain conditions, SoftBank and the majority shareholders may demand that Inter & Co file a resale registration statement with the SEC to permit resales of shares owned by them.
Indemnification Agreements
We enter into indemnification agreements with our directors and executive officers. Additionally, our articles of association require us to indemnify our directors and executive officers to the fullest extent permitted by law. We also maintain civil liability insurance for the benefit of our directors and officers.
C. Interests of Experts and Counsel
Not applicable.
ITEM 8. FINANCIAL INFORMATION
A. Audited Financial Statements and Other Financial Information
We have included the Audited Financial Statements as part of this annual report. See our consolidated financial statements beginning at page F-1.
Legal and Administrative Proceedings
See “Item 4. Information on the Company ― B. Business Overview ― Legal and Administrative Proceedings.”
Dividends and Dividend Policy
We have not adopted a dividend policy with respect to future distributions of dividends. The amount of any distributions will depend on many factors such as our results of operations, financial condition, cash requirements, prospects and other factors deemed relevant by our board of directors and, where applicable, our shareholders. We currently intend to retain most available funds and future earnings, if any, to fund the development and expansion of our business.
Certain Cayman Islands Legal Requirements Related to Dividends
Under the Companies Act and our Articles of Association, a Cayman Islands company may pay a dividend out of either its profit or share premium account, but a dividend may not be paid if this would result in the company being unable to pay its debts as they fall due in the ordinary course of business. According to our Articles of Association, dividends can be declared and paid out of funds lawfully available to us, which include the share premium account. Dividends, if any, would be paid in proportion to the number of common shares a shareholder holds. For further information, see “Item 10. Additional Information―E. Taxation—Cayman Islands Tax Considerations.”
In April 2024, Inter&Co declared and paid cash dividends of US$ 0.03 per common share.
Inter & Co has not declared or paid any dividends to our shareholders since its incorporation in the Cayman Islands on January 26, 2021, except as described above.
Certain Brazilian Legal Requirements Related to Dividends
Our ability to pay dividends is subject to positive and distribute net results from our Brazilian subsidiaries. Our Brazilian subsidiaries are required to distribute a mandatory minimum dividend amount equivalent either to the minimum mandatory dividend established in the Brazilian Corporations Law, including in the form of interest on equity, in the case of subsidiaries incorporated as sociedades anônimas, or the minimal dividend distribution established in the contratos sociais, in the case of subsidiaries incorporated as sociedades limitadas, subject to certain limited exceptions. In addition, if, for any legal reasons due to new laws or bilateral agreements between countries, our Brazilian subsidiaries are unable to pay dividends to Cayman Islands companies, or if a Cayman Islands company becomes incapable of receiving them, we may not be able to make any dividend payments in the future.
Prior to our corporate reorganization transferring Banco Inter’s shareholder base from B3, Banco Inter paid R$38.1 million and R$10.4 million in dividends or interest on equity to our shareholders in 2022 and 2021 respectively. In 2023, Banco Inter distributed R$50.0 million in dividends. We used this dividend to manage our intra-group cash and such amounts were not distributed to Inter & Co shareholders. For more information on our corporate reorganization, see “Item 4. Information on the Company―A. History and Development of the Company―Inter&Co and the Corporate Reorganization.”
B. Significant Changes
In 2024, we sold 36.8 million of our Class A common shares through a follow-on offering, raising approximately US$162 million in gross proceeds. The offering initially closed in January 2024 and the exercise of the over-allotment option closed in February 2024.
ITEM 9. THE OFFER AND LISTING
A. Offering and Listing Details
Our Class A common shares are listed on Nasdaq.
B. Plan of Distribution
Not applicable.
C. Markets
Nasdaq.
D. Selling Shareholders
Not applicable.
E. Dilution
Not applicable.
F. Expenses of the Issue
Not applicable.
ITEM 10. ADDITIONAL INFORMATION.
A. Share Capital
Not applicable.
B. Memorandum and Articles of Association
General
We were incorporated on January 26, 2021, as a Cayman Islands exempted company with limited liability with the Cayman Islands Registrar of Companies. Our corporate purposes are (i) the business of holding equity participation in other entities and any matters ancillary or incidental thereto; and (ii) any matters necessary for, or ancillary or incidental to, the administration of the Company from time to time.
Our affairs are governed principally by: (1) our memorandum and articles of association (as adopted at the relevant time); (2) the Companies Act; and (3) the common law of the Cayman Islands. As provided in our current articles of association and the Articles of Association, subject to Cayman Islands law, we have full capacity to carry on or undertake any business or activity, do any act or enter into any transaction, and, for such purposes, full rights, powers and privileges. Our registered office is c/o Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.
As of December 31, 2023, Inter & Co’s authorized share capital was US$50,000 divided into 20,000,000,000 shares of par value of US$0.0000025 each, of which 284,765,936 as Class A Shares of par value of US$0.0000025 each and 117,037,105 have been issued as Class B Shares of par value of US$0.0000025 each were issued and outstanding. For more information, see “Item 7. Major Shareholders and Related Party Transactions.”
In 2024, we sold 36.8 million of our Class A common shares through a follow-on offering. As of the date of this annual report, Inter&Co had a total of 321,953,435 Class A Shares and 117,037,105 Class B Shares issued and outstanding.
Our Class A common shares are listed on the Nasdaq Global Select Market, or Nasdaq, under the symbol “INTR.”
Each person owning Class A common shares held through DTC must rely on the procedures thereof and on institutions that have accounts therewith to exercise any rights of a holder of the Class A common shares. Persons wishing to obtain certificates for their Class A common shares must make arrangements with DTC.
Our Class B common shares are not freely tradable and are not and will not be listed on any exchange.
At our shareholders meeting held on April 26, 2024, our shareholders approved certain amendments to our memorandum and articles of association to allow our board of directors to set a record date up to 60 days (up from 40 days) prior to the date of the shareholders’ meeting, decreasing the minimal number of members of certain advisory committees that may be established by our Board of Directors, as well as certain other technical and conforming amendments. Pursuant to Cayman Islands law, this new version of the memorandum and articles of association will become effective after the approval of its filing with the Registrar of Companies. We expect such registration to become effective in the beginning of May 2024.
The following is a summary of the material provisions of our authorized share capital and our articles of association, or our Articles of Association.
Share Capital
Our Articles of Association authorize two classes of common shares: Class A common shares, which are entitled to one vote per share and Class B common shares, which are entitled to 10 votes per share and to maintain a proportional ownership and voting interest in the event that additional Class A common shares are issued. Any holder of Class B common shares may convert his or her shares at any time into Class A common shares on a share-for-share basis. The rights of the two classes of common shares are otherwise identical, except as described below. See “—Anti-Takeover Provisions in our Articles of Association—Two Classes of Common Shares.”
As of the date of this annual report, our total authorized share capital will be US$50,000, divided into 20,000,000,000 shares with a par value of US$0.0000025 each, of which:
•10,000,000,000 shares are designated as Class A common shares;
•5,000,000,000 shares are designated as Class B common shares; and
•5,000,000,000 shares are undesignated.
The authorized but unissued shares that are presently undesignated may be issued by our board of directors as common shares of any class or as shares with preferred, deferred or other special rights or restrictions.
Treasury Stock
At the date of this annual report, we have 151,142 shares in treasury.
Issuance of Shares
Except as expressly provided in our Articles of Association, our board of directors has general and unconditional authority to allot, grant options over, offer or otherwise deal with or dispose of any unissued shares in the company’s capital without the approval of our shareholders (whether forming part of the original or any increased share capital), either at a premium or at par, with or without preferred, deferred or other special rights or restrictions, whether in regard to dividend, voting, return of capital or otherwise and to such persons, on such terms and conditions, and at such times as the directors may decide, but so that no share shall be issued at a discount, except in accordance with the provisions of the Companies Act.
We will not issue bearer shares.
Our Articles of Association provide that at any time that there are Class A common shares in issue, additional Class B common shares may only be issued pursuant to (1) a share split, subdivision of shares or similar transaction or where a dividend or other distribution is paid by the issue of shares or rights to acquire shares or following capitalization of profits; (2) a merger, consolidation, or other business combination involving the issuance of Class B common shares as full or partial consideration; or (3) an issuance of Class A common shares, whereby holders of the Class B common shares are entitled to purchase a number of Class B common shares that would allow them to maintain their proportional ownership and voting interests in us (following our offer to each holder of Class B common shares to issue to such holder, upon the same economic terms and at the same price, such number of Class B common shares as would ensure such holder may maintain a proportional ownership and voting interest in us pursuant to our Articles of Association).
In light of: (a) the above provisions; and (b) the ten-to-one voting ratio between our Class B common shares and Class A common shares, holders of Class B common shares will in many situations continue to maintain control of all matters requiring shareholder approval. This concentration of ownership and voting power will limit or preclude your ability to influence corporate matters for the foreseeable future. For more information, see “—Preemptive or Similar Rights.”
Fiscal Year
Our fiscal year begins on January 1 of each year and ends on December 31 of the same year.
Voting Rights
A holder of a Class B common share is entitled, in respect of such share, to 10 votes per share, while a holder of a Class A common share is entitled, in respect of such share, to one vote per share. The holders of Class A common shares and Class B common shares vote together as a single class on all matters (including the appointment of directors) submitted to a vote of shareholders, except as provided below and as otherwise required by law.
Our Articles of Association provide as follows regarding the respective rights of holders of Class A common shares and Class B common shares:
•separate class consents from the holders of Class A common shares and Class B common shares, as applicable, shall be required for any variation to the rights attached to their respective class of shares; however, the Directors may treat the two classes of shares as forming one class if they consider that both such classes would be affected in the same way by a proposal;
•the rights conferred on holders of Class A common shares shall not be deemed to be varied by the creation or issuance of additional Class B common shares; and the rights conferred on holders of Class B common shares shall not be deemed to be varied by the creation or issuance of additional Class A common shares; and
•the rights attaching to the Class A common shares and the Class B common shares shall not be deemed to be varied by the creation or issuance of further shares ranking pari passu therewith, by the redemption or purchase of any shares of any class us, the cancellation of authorised but unissued shares of that class or the creation or issuance of shares with preferred or other rights, including, without limitation, shares with enhanced or weighted voting rights.
As set forth in our Articles of Association, our board of directors has authority to increase or decrease the number of shares comprising any such class or series (but not below the number of shares of any class or series of shares then outstanding) without the approval of the holders of Class A common shares and Class B common shares. However, our authorised share capital may only be increased by way of an “ordinary resolution,” which is defined in the Articles of Association as being a resolution (1) of a duly constituted general meeting passed by a simple majority of the votes cast by, or on behalf of, the shareholders entitled to vote present in person or by proxy and voting at the meeting; or (2) approved in writing by all of the shareholders entitled to vote at a general meeting in one or more instruments each signed by one or more of the shareholders and the effective date of the resolution so adopted shall be the date on which the instrument, or the last of such instruments, if more than one, is executed.
Conversion Rights
Each Class B common share may be converted into one Class A common share (i) upon delivery by the holder of such Class B common share of a notice to Inter & Co, at its registered office, in the form described in our Articles of Association, to effect a conversion of such Class B common share or (ii) automatically upon any transfer of such Class B common share, whether or not for value, except for certain limited transfers described in our Articles of Association. Such transfers include transfers to affiliates, one or more trustees of a trust established for the benefit of the shareholder or their affiliates, and partnerships, corporations and other entities owned or controlled by the shareholder or their affiliates, as well as to a non-affiliate transferee that agrees in writing with us to make a tender offer or exchange offer to all holders of Class A common shares, pursuant to the tag-along rights contained in the Articles of Association as described in “―Transfer of Shares―Tag Along.”
Upon conversion of Class B common shares into Class A common shares, the resulting Class A common shares may be transferred, subject to any restrictions under applicable law.
As set forth in Inter & Co’s Articles of Association, each Class B common share will convert automatically into one Class A common share and no Class B common shares will be issued thereafter if, at any time, the total number of votes of the outstanding Class B common shares represents less than 10% of the voting share rights of the Company. Additionally, the holders of a majority of the then outstanding Class B common shares have the right to require that all outstanding Class B common shares be converted.
Preemptive or Similar Rights
The Class B common shares are entitled to maintain a proportional ownership and voting interest in the event that additional Class A common shares are issued. As such, except for certain exceptions, if we intend to issue Class A common shares, we must first make an offer to each holder of Class B common shares to issue to such holder on the same economic terms such number of Class B common shares as would ensure that the proportion in nominal value of the issued common shares held by such holder as Class B common shares, after the issuance of such Class A common shares will be as nearly as practicable equal to the proportion in nominal value of the issued common shares held by such holder as Class B common shares before the said issuance.This right to maintain a proportional ownership interest does not apply in circumstances where fractional entitlements are rounded or otherwise settled or sold at the discretion of our board of directors or the making of an offer to a holder of Class B common shares would in the view of our board of directors pose legal or practical problems in or under the laws or securities rules of any territory or the requirements of any regulatory body or stock exchange such that our board of directors considers it necessary or expedient in the interests of the Company to exclude such holder from the offer and the holders of two-thirds of the Class B common shares may consent in writing to our board of directors issuing of Class A common shares for cash without such offer being made. In addition, pursuant to our Articles of Association, preemptive rights will be deemed waived to the extent a holder of Class B common shares does not exercise such rights within the time period stated in the offer made by us to such holder of Class B common shares, which period must be at least 30 days beginning on the date the offer is deemed received by such holder.
Equal Status
Except as expressly provided in our Articles of Association, Class A common shares and Class B common shares have the same rights and privileges and rank equally, share ratably and are identical in all respects as to all matters. In the event of any: (1) merger, consolidation, scheme, arrangement or other business combination requiring the approval of our shareholders entitled to vote thereon (whether or not we are the surviving entity), (2) tender or exchange offer to acquire any Class A common shares or Class B common shares by any third party pursuant to an agreement to which we are a party, or (3) tender or exchange offer by us to acquire any Class A common shares or Class B common shares, in each such case the holders of Class A common shares shall have the right to receive, or the right to elect to receive, the same form of consideration (as shall be adjusted, in the case of share or equivalent consideration, by the directors so as to account for the different economic and voting rights that exist or may exist between such consideration and the share classes) as the holders of Class B common shares, and (except as foresaid) the holders of Class A common shares shall have the right to receive, or the right to elect to receive, at least the same amount of consideration on a per share basis as the holders of Class B common shares.
Record Dates
For the purpose of determining shareholders entitled to notice of, or to vote at any general meeting of shareholders or any adjournment thereof, or shareholders entitled to receive dividend or other distribution payments, or in order to make a determination of shareholders for any other purpose, our board of directors may set a record date which shall not exceed 40 days prior to the date where the determination will be made, or, upon the effectiveness of the memorandum and articles of association approved at the April 26, 2024 shareholders meeting, 60 days prior to the date where the determination will be made.
General Meetings of Shareholders
As a condition of admission to a general meeting, a shareholder must be duly registered as a shareholder at the applicable record date for that meeting and, in order to vote, all calls or installments then payable by such shareholder to us in respect of the shares that such shareholder holds must have been paid.
Subject to any special rights or restrictions as to voting then attached to any shares, at any general meeting every shareholder who is present in person or by proxy (or, in the case of a shareholder being a corporation, by its duly authorized representative not being himself or herself a shareholder entitled to vote) shall have one vote per Class A common share and 10 votes per Class B common share.
As a Cayman Islands exempted company, we are not obliged by the Companies Act to call annual general meetings; however, our Articles of Association provide that in each year Inter & Co will hold an annual general meeting of shareholders, within the first four months following the end of its fiscal year. For the annual general meeting of shareholders, the agenda shall be set by our board of directors and will include, among other things, the presentation of the annual accounts and the report of the directors (if any) and the aggregate compensation to be paid to its directors and officers will be subject to shareholder approval at our annual shareholders meeting.
Also, we may, but are not required to (unless required by the laws of the Cayman Islands), hold other general meetings during the year.
General meetings of shareholders are generally expected to take place in Belo Horizonte, Brazil, but may be held elsewhere, including virtually, if the directors so decide.
Subject to regulatory requirements, the annual general meeting and any extraordinary general meetings must be called by not less than 21 clear days’ notice prior to the relevant shareholders meeting and convened by a notice discussed below. Alternatively, upon the prior consent of all holders entitled to receive notice that meeting may be convened by a shorter notice and in a manner deemed appropriate by those holders.
We will give notice of each general meeting of shareholders by publication on our website and in any other manner that it may be required to follow in order to comply with Cayman Islands law, Nasdaq and SEC requirements. The holders of registered shares may be given notice of a general meeting by means of letters sent to the addresses of those shareholders as registered in our shareholders’ register, or, subject to certain statutory requirements, by electronic means.
Holders whose shares are registered in the name of DTC or its nominee, which we expect will be the case for all holders of Class A common shares, will not be deemed to be shareholders or members of Inter & Co and must rely on the procedures of DTC regarding notice of general meetings and the exercise of rights of a holder of the Class A common shares.
A quorum for a general meeting consists of any one or more persons holding or representing by proxy not less than one-fourth of aggregate of the voting power of all shares in issue and entitled to vote upon the business to be transacted. If a quorum is not present within half an hour from the time appointed for the meeting to commence or if during such a meeting a quorum ceases to be present, a second meeting may be called with at least eight days’ notice to shareholders specifying the place, the day and the hour of the second meeting, as the Directors may determine, and if at the second meeting a quorum is not present within half an hour from the time appointed for the meeting to commence, the shareholders present shall be a quorum. In respect of a separate class meeting (other than an adjourned meeting) convened to sanction the modification of class rights, the necessary quorum is persons holding or representing by proxy not less than two-thirds of the issued Inter & Co shares of the applicable class.
A resolution put to a vote at a general meeting shall be decided on a poll. Generally speaking, an ordinary resolution to be passed by the shareholders at a general meeting requires the affirmative vote of a simple majority of the votes cast by, or on behalf of, the shareholders entitled to vote, present in person or by proxy and voting at a quorate general meeting and a special resolution requires the affirmative vote of at least a two-thirds majority of the votes cast by, or on behalf of, the shareholders entitled to vote who are present in person or by proxy and voting at a quorate general meeting. Both ordinary resolutions and special resolutions may also be passed by a unanimous written resolution signed by all the shareholders of our Company, as permitted by the Companies Act and our Articles of Association.
Pursuant to our Articles of Association, general meetings of shareholders are to be chaired by any person appointed by our board of directors, and in the event that the directors do not appoint any person, the chairman of our board of directors or in his absence the vice-chairman of the board of directors. If the chairman or vice-chairman of our board of directors is absent, the directors present at the meeting shall appoint one of them to be chairman of the general meeting. If neither the chairman, nor the vice-chairman, nor another director is present at the general meeting within 15 minutes after the time appointed for holding the meeting, the shareholders present in person or by proxy and entitled to vote may elect any one of the shareholders to be chairman. The order of business at each meeting shall be determined by the chairman of the meeting, and he or she shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts and things as are necessary or desirable for the proper conduct of the meeting, including, without limitation, the establishment of procedures for the maintenance of order and safety, limitations on the time allotted to questions or comments on the affairs of Inter & Co, restrictions on entry to such meeting after the time prescribed for the commencement thereof, and the opening and closing of the polls.
In addition to the matters required to be approved by shareholders by Cayman Islands law, our Articles of Association provide that the following matters shall be approved by ordinary resolution (requiring the affirmative vote of a simple majority of those shareholders attending and voting in person or by proxy at a quorate general meeting), unless the Companies Act requires a special resolution (requiring the affirmative vote of at least a two-thirds majority of those shareholders attending and voting in present or by proxy at a quorate general meeting):
•acquisitions where the issuance of Inter & Co shares (including shares issued pursuant to an earn-out provisions or similar type of provision and securities that are convertible, exercisable or exchangeable for Inter & Co shares) equals 20% or more of the pre-transaction outstanding shares or aggregate voting power outstanding of Inter & Co;
•acquisitions where the issuance of Inter & Co shares (including shares issued pursuant to an earn-out provisions or similar type of provision and securities that are convertible, exercisable or exchangeable for shares) equals 5% or more of the pre-transaction outstanding shares or aggregate voting power outstanding of Inter & Co when an officer, director or shareholder who beneficially own 5% of the total outstanding Shares or voting power of Inter & Co has a 5% or greater interest in the target or assets to be acquired (or such persons collectively have a 10% or greater interest in the target or assets to be acquired);
•transactions, other than a public offering, involving the sale, issuance or potential issuance by Inter & Co of Inter & Co shares (or securities that are convertible, exercisable or exchangeable for such shares), which alone or together with sales by officers, directors or shareholders who beneficially own 5% of the total outstanding shares or voting power of Inter & Co, equals 20% or more of the shares or voting power of the Company outstanding before the sale or issuance if such sale or issue price is lower than the closing price of Inter & Co shares the trading day immediately preceding the signing of the binding agreement in relation to such sale or issue or the average of the closing price of the shares the five trading days immediately preceding the signing of the binding agreement in relation to such sale or issue;
•the issuance of Inter & Co shares (or securities that are convertible, exercisable or exchangeable for shares) that will result in a change of control of Inter & Co;
•the adoption or material amendment of any incentive plan or equity compensation arrangement by Inter & Co other than in circumstances where shareholder approval would not be necessary pursuant to Nasdaq rules; and
•a merger or spin-off involving Inter & Co, with one or more businesses or entities.
Liquidation Rights
If we are voluntarily wound up, the liquidator, after taking into account and giving effect to the rights of preferred and secured creditors and to any agreement between us and any creditors that the claims of such creditors shall be subordinated or otherwise deferred to the claims of any other creditors and to any contractual rights of set-off or netting of claims between us and any person or persons (including without limitation any bilateral or any multi-lateral set-off or netting arrangements between us and any person or persons) and subject to any agreement between us and any person or persons to waive or limit the same, shall apply our property in satisfaction of its liabilities pari passu and subject thereto shall distribute the property amongst the shareholders according to their rights and interests in us.
Changes to Capital
Pursuant to the Articles of Association, we may from time to time by ordinary resolution (requiring the affirmative vote of a simple majority of those shareholders attending and voting in person or by proxy at a quorate general meeting):
•increase our authorized share capital by such sum, to be divided into shares of such amount, as the resolution shall prescribe;
•consolidate and divide all or any of our share capital into shares of a larger amount than its existing shares;
•convert all or any of our paid-up shares into stock and reconvert that stock into paid-up shares of any denomination;
•subdivide our existing shares or any of them into shares of a smaller amount, provided that in the subdivision the proportion between the amount paid and the amount, if any, unpaid on each reduced share shall be the same as it was in the case of the share from which the reduced share is derived; or
•cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person and diminish the amount of our share capital by the amount of the shares so cancelled.
Our shareholders may by special resolution (requiring the affirmative vote of at least a two-thirds majority of those shareholders attending and voting in person or by proxy at a quorate general meeting), subject to confirmation by the Grand Court of the Cayman Islands on an application by Inter & Co for an order confirming such reduction, reduce our share capital or any capital redemption reserve in any manner permitted by law.
In addition, subject to the provisions of the Companies Act and our Articles of Association, we may:
•issue shares on terms that they are to be redeemed or are liable to be redeemed;
•purchase our own shares (including any redeemable shares); and
•make a payment in respect of the redemption or purchase of its own shares in any manner authorized by the Companies Act, including out of our own capital.
Transfer of Shares
Class A common shares
Subject to any applicable restrictions set forth in the Articles of Association or applicable law, any of our shareholders may transfer all or any of his or her Class A common shares by an instrument of transfer in the usual or common form or in the form prescribed by Nasdaq or any other form approved by our board of directors.
The Class A common shares are traded on Nasdaq in book-entry form and may be transferred in accordance with our Articles of Association and Nasdaq’s rules and regulations.
Class B common shares
Each Class B common share will be converted into one Class A common share automatically upon any transfer of such Class B common share, whether or not for value, except for certain limited transfers described in our Articles of Association. Upon conversion of Class B common shares into Class A common shares, the resulting Class A common shares may be transferred, subject to any restrictions under applicable law.
Tag-along
Our Articles of Association provide that, subject to certain exceptions, if, in one or a series of transactions, (i) the controlling shareholder transfers Common Shares (as defined in our Articles of Association) representing our Voting Control (as defined in our Articles of Association) to a person or group of persons acting in concert, or (ii) the controlling shareholder transfers all or part of its Common Shares to a person or group of persons acting in concert and such a person or group of persons obtain Voting Control within 12 months from the acquisition of the controlling shareholder’s Common Shares or from the receipt of payment by the controlling shareholder (such person or group of persons acting in concert described in (i) or (ii), the “new controlling shareholder”), then the new controlling shareholder shall make a tender offer or exchange offer (the “Offer”) to all holders of Class A common shares, pursuant to which the holders of Class A common shares shall have the right to elect to receive a price for each Class A common share equivalent to the weighted average price per share paid by the new controlling shareholder for the acquisition of Common Shares from the controlling shareholder during the 12-month period prior to the acquisition of Voting Control by the new controlling shareholder.
The new controlling shareholder shall commence the Offer within 30 days after the consummation acquisition of Voting Control; provided that if any filing with or approval by the SEC or other securities regulator or stock exchange is required under any applicable law in connection with such Offer, the new controlling shareholder shall make such applicable filings or seek such approval within 30 days after acquisition of Voting Control of the Company and procure that the Offer is commenced as soon as reasonably practicable thereafter.
Notwithstanding anything to the contrary herein, the obligation to make an Offer shall not apply:
•if the transfer of Voting Control or the transfer of all or part of the controlling shareholder’s Common Shares occurs as a result of (i) a public offering, (ii) a business combination, (iii) a tender offer or exchange offer conducted by a third party and addressed to all holders of Class A common shares, or (iv) open market transactions at the stock exchange;
•in connection with any transfer to Affiliates, heirs or successors of the controlling shareholder;
•in connection with any transfer to one or more trustees of a trust established for the benefit of the controlling shareholder or an affiliate of the controlling shareholder;
•in connection with any transfer to a partnership, corporation or other entity exclusively owned or controlled by the controlling shareholder or an affiliate of the controlling shareholder; or
•in connection with any transfer to organizations that are exempt from taxation under Section 501(3)(c) of the United States Internal Revenue Code of 1986, as amended (or any successor thereto).
For the purposes of the tag along rights, “controlling shareholder” means a shareholder or group of shareholders holding the Voting Control and “Voting Control” means the ownership, directly or indirectly, of shares possessing more than fifty per cent (50%) of the voting power of the Company
Share Repurchase
The Companies Act and our Articles of Association permit us to purchase our own shares, subject to certain restrictions. The board of directors may only exercise this power on behalf us, subject to the Companies Act, our Articles of Association and to any applicable requirements imposed from time to time by the SEC; or the applicable stock exchange on which our securities are listed, including Nasdaq.
Dividends and Capitalization of Profits
We have not adopted a dividend policy with respect to payments of any future dividend. Our Board has decided that it is not necessary to adopt a dividend policy because all of the dividend rules are set out in our Articles of Association and the the Companies Act. Subject to the Companies Act, our shareholders may, by ordinary resolution (requiring the affirmative vote of a simple majority of those shareholders attending and voting in person or by proxy at a quorate general meeting), declare dividends (including interim dividends) to be paid to shareholders but no dividend shall be declared in excess of the amount recommended by the board of directors. Our Board of Directors may also declare dividends. Dividends may be declared and paid out of funds lawfully available to us. Except as otherwise provided by the rights attached to shares and our Articles of Association, all dividends shall be paid in proportion to the number of Class A common shares or Class B common shares a shareholder holds at the date the dividend is declared (or such other date as may be set as a record date); in each case other than: (1) any other share class with preference over Class A common shares and Class B common shares eventually created, and (2) the partial payment of dividends to shares that are not fully paid up (as to par value).
The holders of Class A common shares and Class B common shares shall be entitled to share equally in any dividends that may be declared in respect of our common shares from time to time. In the event that a dividend is paid in the form of Class A common shares or Class B common shares, or rights to acquire Class A common shares or Class B common shares, (1) the holders of Class A common shares shall receive Class A common shares, or rights to acquire Class A common shares, as the case may be and (2) the holders of Class B common shares shall receive Class B common shares, or rights to acquire Class B common shares, as the case may be.
Appointment, Disqualification and Removal of Directors
We are managed by our board of directors. Our Articles of Association provide that the board of directors will be composed of such number of directors as a majority of directors in office may determine, provided that unless otherwise determined by our shareholders by special resolution, our board of directors shall consist of at least three and up to twelve directors. Our Articles of Association do not include a mandatory retirement age. Our Articles of Association also allow additional directors to be appointed through ordinary resolution. Our Articles of Association provide that our board of directors must include at least 20% of the total number of directors or two directors (whichever is greater) which are independent directors.
Shareholders appoint directors through ordinary resolution, which requires the affirmative vote of a simple majority of those shareholders attending and voting in person or by proxy at a quorate general meeting. Each director shall be appointed for a two- year term, unless they resign or their office is vacated earlier, provided, however, that such term shall be extended beyond two years in the event that no successor has been appointed (in which case such term shall be extended to the date on which such successor has been appointed).
We may also enter into agreements with one or more shareholders granting them the right to appoint and remove one or more directors on such terms as our board of directors may determine from time to time, and such directors may only be removed in accordance with the terms of such agreements and as otherwise set out in our Articles of Association.
For more information about the composition of our board of directors, including which directors are considered “independent” as that term is defined under Rule 10A-3 under the Exchange Act and Nasdaq rules applicable to audit committees, see “Item 6. Directors, Senior Management and Employees ― A. Directors and Senior Management ―Board of Directors” and “Item 6. Directors, Senior Management and Employees ― C. Board Practices—Committees―Audit Committee.”
Grounds for Removing a Director
A director may be removed with or without cause by ordinary resolution (requiring the affirmative vote of a simple majority of those shareholders attending and voting in person or by proxy at a quorate general meeting). The notice of general meeting must contain a statement of the intention to remove the director and must be served on the director not less than ten calendar days before the meeting. The director is entitled to attend the meeting and be heard on the motion for his removal.
The office of a director will be vacated automatically if he or she (1) becomes prohibited by law from being a director; (2) becomes bankrupt or makes an arrangement or composition with his creditors; (3) dies or is in the opinion of all his co-directors, incapable by reason of mental disorder of discharging his duties as director; (4) resigns his office by notice to us; or (5) has for three consecutive meetings of the board of directors been absent without permission of the directors, and the remaining directors resolve that his or her office be vacated.
Proceedings of the Board of Directors
Our business is to be managed and conducted by the board of directors. The quorum necessary for a board meeting shall be a simple majority of the directors then in office (but not less than two directors), and business at any meeting shall be decided by a majority of votes.
Subject to the provisions of our Articles of Association, the board of directors may regulate its proceedings as they determine is appropriate. Board meetings shall be held at least once every calendar quarter and shall take place either in Belo Horizonte, Brazil or at such other place, including virtually, as the directors may determine. The independent members of our board of directors will also hold meetings separate from the other members of our board of directors at least once every calendar quarter.
Subject to the provisions of our Articles of Association, to any directions given by ordinary resolution of the shareholders and Nasdaq listing rules, the board of directors may from time to time at its discretion exercise all of our powers, including, subject to the Companies Act, the power to issue debentures, bonds and other securities of the company, whether outright or as collateral security for any debt, liability or obligation of our Company or of any third party.
Inspection of Books and Records
Holders of our shares have no general right under Cayman Islands law to inspect or obtain copies of the list of shareholders or our corporate records. However, our board of directors may determine from time to time whether and to what extent our accounting records and books shall be open to inspection by shareholders. Notwithstanding the above, our Articles of Association provide that the Company's annual accounts shall be presented at each annual general meeting.
Register of Members
Our Class A common shares are held through DTC, and DTC or Cede & Co., as nominee for DTC, will be recorded in the shareholders’ register as the holder of Class A common shares.
Under Cayman Islands law, we must keep a register of members that includes:
•the names and addresses of the shareholders, a statement of the shares held by each member, and of the amount paid or agreed to be considered as paid, on the shares of each member;
•whether voting rights attach to the shares in issue;
•the date on which the name of any person was entered on the register as a member; and
•the date on which any person ceased to be a member.
Under Cayman Islands law, our register of members is prima facie evidence of the matters set out therein (i.e. the register of members will raise a rebuttable presumption) and a shareholder registered in the register of members is deemed as a matter of Cayman Islands law to have prima facie legal title to the shares as set against his or her name in the register of members. The shareholders recorded in the register of members should be deemed to have legal title to the shares set against their name.
However, there are certain limited circumstances where an application may be made to a Cayman Islands court for a determination on whether the register of members reflects the correct legal position. Further, the Cayman Islands court has the power to order that the register of members maintained by a company should be rectified where it considers that the register of members does not reflect the correct legal position. If an application for an order for rectification of the register of members were made in respect of our common shares, then the validity of such shares may be subject to re-examination by a Cayman Islands court.
Exempted Company
We are an exempted company with limited liability under the Companies Act. The Companies Act distinguishes between ordinary resident companies and exempted companies. Where the proposed activities of a company are to be carried out mainly outside of the Cayman Islands, the registrant can apply for registration as an exempted company. The requirements for an exempted company are essentially the same as for an ordinary company except for the exemptions and privileges listed below:
•an exempted company does not have to file an annual return of its shareholders with the Registrar of Companies;
•an exempted company’s register of shareholders is not open to inspection;
•an exempted company does not have to hold an annual general meeting;
•an exempted company may issue shares with no par value;
•an exempted company may obtain an undertaking against the imposition of any future taxation (such undertakings are usually given for 20 years in the first instance);
•an exempted company may register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands;
•an exempted company may register as a limited duration company; and
•an exempted company may register as a segregated portfolio company.
“Limited liability” means that the liability of each shareholder is limited to the amount unpaid by the shareholder on the shares of the company (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil).
We are subject to reporting and other informational requirements of the Exchange Act, as applicable to foreign private issuers. Except as otherwise disclosed in this annual report, we currently intend to comply with Nasdaq rules in lieu of following home country practice.
Anti-Takeover Provisions in our Articles of Association
Some provisions of our Articles of Association may discourage, delay or prevent a change in control or management that shareholders may consider favorable. In particular, our capital structure concentrates ownership of voting rights in the hands of holders of Class B common shares. These provisions, which are summarized below, are expected to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control to first negotiate with our board of directors. However, these provisions could also have the effect of discouraging others from attempting hostile takeovers and, as a consequence, they may also inhibit temporary fluctuations in the market price of the Class A common shares that often result from actual or rumored hostile takeover attempts. These provisions may also have the effect of preventing changes in our management. It is possible that these provisions could make it more difficult to accomplish transactions that shareholders may otherwise deem to be in their best interests.
Two Classes of Common Shares
Our Class B common shares are entitled to 10 votes per share, while the Class A common shares are entitled to one vote per share. Since our controlling shareholder owns all of the Class B common shares, they have the ability to elect a majority of the directors and to determine the outcome of most matters submitted for a vote of shareholders. This concentrated voting control could discourage others from initiating any potential merger, takeover, or other change of control transaction that other shareholders may view as beneficial.
So long as the controlling shareholder has the ability to determine the outcome of most matters submitted to a vote of shareholders, third parties may be deterred in their willingness to make an unsolicited merger, takeover, or other change of control proposal, or to engage in a proxy contest for the appointment of directors. As a result, the fact that we have two classes of common shares may have the effect of depriving you as a holder of Class A common shares of an opportunity to sell Class A common shares at a premium over prevailing market prices and make it more difficult to replace our directors and management.
Preferred Shares
Our board of directors is given wide powers to issue one or more classes or series of shares with preferred rights. Such preferences may include, for example, dividend rights, conversion rights, redemption privileges, enhanced voting powers and liquidation preferences.
Despite the anti-takeover provisions described above, under Cayman Islands law, our board of directors may only exercise the rights and powers granted to them under the Articles of Association and the Companies Act, for what they believe in good faith to be in our best interests.
Protection of Non-Controlling Shareholders
The Grand Court of the Cayman Islands may, on the application of shareholders holding not less than one fifth of our shares in issue, appoint an inspector to examine our affairs and report thereon in a manner as the Grand Court shall direct.
Subject to the provisions of the Companies Act, any shareholder may petition the Grand Court of the Cayman Islands which may make a winding up order, if the court is of the opinion that this winding up is just and equitable.
Notwithstanding the U.S. securities laws and regulations that are applicable to us, general corporate claims against us by our shareholders must, as a general rule, be based on the general laws of contract or tort applicable in the Cayman Islands or their individual rights as shareholders as established by our Articles of Association.
The Cayman Islands courts ordinarily would be expected to follow English case law precedents, which permit a minority shareholder to commence a representative action against us, or derivative actions in our name, to challenge (1) an act which is ultra vires or illegal; (2) an act which constitutes a fraud against the minority and the wrongdoers themselves are control shareholders; and (3) an irregularity in the passing of a resolution that requires a qualified (or special) majority.
Restricted Shares
Except as disclosed under “Item 7. Major Shareholders and Related Party Transactions―B. Related Party Transactions―Shareholders’ Agreements,” no shareholders of Inter & Co have formal registration rights. Holders of restricted or control shares, entities controlled by them or their permitted transferees will be able to sell their shares in the public market from time to time without registering them, subject to certain limitations on the timing, amount and method of those sales imposed by regulations promulgated by the SEC.
Principal Differences between Cayman Islands and U.S. Corporate Law
The Companies Act was modelled originally after similar laws in England and Wales but does not follow subsequent statutory enactments in England and Wales. In addition, the Companies Act differs from laws applicable to U.S. corporations and their shareholders. Set forth below is a summary of the significant differences between the provisions of the Companies Act applicable to us and the laws applicable to companies incorporated in the United States and their shareholders.
Mergers and Similar Arrangements
The Companies Act permits mergers or consolidations between two Cayman Islands companies, or between a Cayman Islands company and a company incorporated in another jurisdiction (provided that is facilitated by the laws of that other jurisdiction).
Where the merger or consolidation is between two Cayman Islands companies, the directors of each company must approve a written plan of merger or consolidation, which must then be authorized by (a) a special resolution of the shareholders of each company (requiring affirmative vote on a poll of at least than two-thirds of the votes cast by the shareholders entitled to vote who are present in person or by proxy at a general meeting); and (b) such other authorization, if any, as may be specified in such constituent company’s articles of association. No shareholder resolution is required for a merger between a parent company (i.e., a company that owns at least 90% of the issued shares of each class in a subsidiary company) and its subsidiary company. The consent of each holder of a fixed or floating security interest of a constituent company must be obtained, unless the court waives such requirement. If the Cayman Islands Registrar of Companies is satisfied that the requirements of the Companies Act (which includes certain other formalities) have been complied with, the Registrar of Companies will register the plan of merger or consolidation. Where the merger or consolidation involves a foreign company, the procedure is similar, save that with respect to the foreign company, the director of the Cayman Islands company is required to make a declaration to the effect that, having made due enquiry, he is of the opinion that the requirements set out below have been met: (i) that the merger or consolidation is permitted or not prohibited by the constitutional documents of the foreign company and by the laws of the jurisdiction in which the foreign company is incorporated, and that those laws and any requirements of those constitutional documents have been or will be complied with; (ii) that no petition or other similar proceeding has been filed and remains outstanding or order made or resolution adopted to wind up or liquidate the company in any foreign jurisdictions; (iii) that no receiver, trustee, administrator or other similar person has been appointed in any jurisdiction and is acting in respect of the foreign company, its affairs or property or any part thereof; and (iv) that no scheme, order, compromise or similar arrangement has been entered into or made in any jurisdiction whereby the rights of creditors of the foreign company are and continue to be suspended or restricted.
Where the surviving company is the Cayman Islands company, the director of the Cayman Islands company is further required to make a declaration to the effect that, having made due enquiry, he is of the opinion that the requirements set out below have been met: (i) that the foreign company is able to pay its debts as they fall due and that the merger or consolidated is bona fide and not intended to defraud unsecured creditors of the foreign company; (ii) that in respect of the transfer of any security interest granted by the foreign company to the surviving or consolidated company (a) consent or approval to the transfer has been obtained, released or waived; (b) the transfer is permitted by and has been approved in accordance with the constitutional documents of the foreign company; and (c) the laws of the jurisdiction of the foreign company with respect to the transfer have been or will be complied with; (iii) that the foreign company will, upon the merger or consolidation becoming effective, cease to be incorporated, registered or exist under the laws of the relevant foreign jurisdiction; and (iv) that there is no other reason why it would be against the public interest to permit the merger or consolidation.
Where the above procedures are adopted, the Companies Act provides for a right of dissenting shareholders to be paid a payment of the fair value of his shares upon their dissenting to the merger or consolidation if they follow a prescribed procedure. In essence, that procedure is as follows (a) the shareholder must give his written objection to the merger or consolidation to the constituent company before the vote on the merger or consolidation, including a statement that the shareholder proposes to demand payment for his shares if the merger or consolidation is authorized by the vote; (b) within 20 days following the date on which the merger or consolidation is approved by the shareholders, the constituent company must give written notice to each shareholder who made a written objection; (c) a shareholder must within 20 days following receipt of such notice from the constituent company, give the constituent company a written notice of his intention to dissent including, among other details, a demand for payment of the fair value of his shares; (d) within seven days following the date of the expiration of the period set out in paragraph (b) above or seven days following the date on which the plan of merger or consolidation is filed, whichever is later, the constituent company, the surviving company or the consolidated company must make a written offer to each dissenting shareholder to purchase his shares at a price that the company determines is the fair value and if the company and the shareholder agree the price within 30 days following the date on which the offer was made, the company must pay the shareholder such amount; (e) if the company and the shareholder fail to agree a price within such 30 day period, within 20 days following the date on which such 30 day period expires, the company (and any dissenting shareholder) must file a petition with the Cayman Islands Grand Court to determine the fair value and such petition must be accompanied by a list of the names and addresses of the dissenting shareholders with whom agreements as to the fair value of their shares have not been reached by the company. At the hearing of that petition, the court has the power to determine the fair value of the shares together with a fair rate of interest, if any, to be paid by the company upon the amount determined to be the fair value. Any dissenting shareholder whose name appears on the list filed by the company may participate fully in all proceedings until the determination of fair value is reached. These rights of a dissenting shareholder are not available in certain circumstances, for example, to dissenters holding shares of any class in respect of which an open market exists on a recognized stock exchange or recognized interdealer quotation system at the relevant date or where the consideration for such shares to be contributed are shares of any company listed on a national securities exchange or shares of the surviving or consolidated company.
Moreover, Cayman Islands law also has separate statutory provisions that facilitate the reconstruction or amalgamation of companies, in certain circumstances, schemes of arrangement will generally be more suited for complex mergers or other transactions involving widely held companies, commonly referred to in the Cayman Islands as a “scheme of arrangement” which may be tantamount to a merger. In the event that a merger was sought pursuant to a scheme of arrangement (the procedures of which are more rigorous and take longer to complete than the procedures typically required to consummate a merger in the United States), the arrangement in question must be approved if a shareholder scheme, by shareholders representing three-fourths in value of each class of shareholders with whom the arrangement is to be made and, if a creditor scheme, by a majority in number of each class of creditors with whom the arrangement is to be made, and who must in addition represent three-fourths in value of each such class of creditors, in each case may be, that are present and voting either in person or by proxy at a meeting, or meetings summoned for that purpose. The convening of the meetings and subsequently the terms of the arrangement must be sanctioned by the Grand Court of the Cayman Islands. While a dissenting shareholder would have the right to express to the court the view that the transaction should not be approved, the court can be expected to approve the arrangement if it satisfies itself that:
•we are not proposing to act illegally or beyond the scope of our corporate authority and the statutory provisions as to majority vote have been complied with;
•the shareholders have been fairly represented at the meeting in question;
•the arrangement is such as a businessman would reasonably approve; and
•the arrangement is not one that would more properly be sanctioned under some other provision of the Companies Act or that would amount to a “fraud on the minority.”
If a scheme of arrangement or takeover offer (as described below) is approved, any dissenting shareholder would have no rights comparable to appraisal rights, which would otherwise ordinarily be available to dissenting shareholders of United States corporations, providing rights to receive payment in cash for the judicially determined value of the shares.
Squeeze-out Provisions
When a takeover offer is made and accepted by holders of 90.0% of the shares to whom the offer is made within four months, the offer or may, within a two-month period, require the holders of the remaining shares to transfer such shares on the terms of the offer. An objection may be made to the Grand Court of the Cayman Islands but is unlikely to succeed unless there is evidence of fraud, bad faith, collusion or inequitable treatment of the shareholders.
Further, transactions similar to a merger, reconstruction and/or an amalgamation may in some circumstances be achieved through other means to these statutory provisions, such as a share capital exchange, asset acquisition or control, through contractual arrangements, of an operating business.
Shareholders’ Suits
Maples and Calder (Cayman) LLP, our Cayman Islands counsel is not aware of any reported class action having been brought in a Cayman Islands court. Derivative actions have been brought in the Cayman Islands courts, and the Cayman Islands courts have confirmed the availability for such actions. In most cases, we will be the proper plaintiff in any claim based on a breach of duty owed to us, and a claim against (for example) our officers or directors usually may not be brought by a shareholder. However, based on English authorities, which would in all likelihood be of persuasive authority and be applied by a court in the Cayman Islands, exceptions to the foregoing principle apply in circumstances in which:
•a company is acting or proposing to act illegally or beyond the scope of its authority;
•the act complained of, although not beyond the scope of the authority, could be effected if duly authorized by more than the number of votes which have actually been obtained; and
•those who control the company are perpetrating a “fraud on the minority.”
A shareholder may have a direct right of action against us where the individual rights of that shareholder have been infringed or are about to be infringed.
Corporate Governance
Cayman Islands law restricts transactions between a company and its directors unless there are provisions in the Articles of Association which provide a mechanism to alleviate possible conflicts of interest. Additionally, Cayman Islands law imposes on directors’ duties of care and skill and fiduciary duties to the companies which they serve.
Under our Articles of Association, a director must disclose the nature and extent of his interest in any contract or arrangement, and following such disclosure, such director may be a party to or otherwise interested in any transaction or arrangement with us or in which we are otherwise interested but may not vote in respect of any such transaction or arrangement and shall not be counted in the quorum at such meeting.
Subject to the foregoing and our Articles of Association, our directors may vote compensation to themselves or any member of their body in the absence of an independent quorum. Our Articles of Association provide that, in the event a compensation committee is established, it shall be composed of such number of independent directors as is required by from time to time by Nasdaq rules (or as otherwise may be required by law).
As a foreign private issuer, we are permitted to follow home country practice in lieu of certain Nasdaq corporate governance rules, subject to certain requirements. We currently rely, and will continue to rely, on the foreign private issuer exemption with respect to the certain rules optional to foreign private issuers.
Borrowing Powers
Our directors may borrow money and mortgage or charge our undertaking, property, assets (present and future), and uncalled capital or any part thereof and to issue debentures, debenture stock, mortgages, bonds and other such securities whether outright or as security for any debt, liability or obligation of ours or of any third party. Such powers may be varied by an ordinary resolution of shareholders (requiring the affirmative vote of a simple majority of those shareholders attending and voting in person or by proxy at a quorate general meeting).
Indemnification of Directors and Executive Officers and Limitation of Liability
The Companies Act does not limit the extent to which a company’s articles of association may provide for indemnification of directors and officers, except to the extent that it may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime. Our Articles of Association provide that we shall indemnify and hold harmless our directors and officers against all actions, proceedings, costs, charges, expenses, losses, damages, liabilities, judgments, fines, settlements and other amounts incurred or sustained by such directors or officers, other than by reason of such person’s dishonesty, willful default or fraud, in or about the conduct of our Company’s business or affairs (including as a result of any mistake of judgment) or in the execution or discharge of his duties, powers, authorities or discretions, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by such director or officer in defending (whether successfully or otherwise) any civil, criminal or other proceedings concerning ourselves or our affairs in any court whether in the Cayman Islands or elsewhere. This standard of conduct is generally the same as permitted under the Delaware General Corporation Law for a Delaware corporation.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling us under the foregoing provisions, we have been informed that, in the opinion of the SEC, this indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Directors’ Fiduciary Duties
As a matter of Cayman Islands law, a director of a Cayman Islands company is in the position of a fiduciary with respect to the company. Accordingly, directors and officers owe the following fiduciary duties: (1) duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole; (2) duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose; (3) directors should not improperly fetter the exercise of future discretion; (4) duty to exercise powers fairly as between different sections of shareholders; (5) duty to exercise independent judgment; and (6) duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests. However, this obligation may be varied by the company’s articles of association, which may permit a director to vote on a matter in which he has a personal interest provided that he has disclosed that nature of his interest to the board of directors. With respect to the duty of directors to avoid conflicts of interest, our Articles of Association vary from the applicable provisions of Cayman Islands law mentioned above by providing that a director must disclose the nature and extent of his or her interest in any contract or arrangement, and following such disclosure , such director may be party to or otherwise interested in any transaction or arrangement with us or in which we are otherwise interested but may not vote in respect of any transaction or arrangement and shall not be counted in the quorum at the meeting.
In addition to the above, under Cayman Islands law, directors also owe a duty of care which is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and the general knowledge skill and experience which that director has. As set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position. However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors. This can be done by way of permission granted in the memorandum and articles of association or alternatively by shareholder approval at general meetings. Accordingly, as a result of multiple business affiliations, our officers and directors may have similar legal obligations relating to presenting business opportunities meeting the above-listed criteria to multiple entities. In addition, conflicts of interest may arise when our board evaluates a particular business opportunity with respect to the above-listed criteria. We cannot assure you that any of the above mentioned conflicts will be resolved in our favor. Furthermore, each of our officers and directors may have pre-existing fiduciary obligations to other businesses of which they are officers or directors.
A director of a Cayman Islands company also owes to the company duties to exercise independent judgment in carrying out his functions and to exercise reasonable skill, care and diligence, which has both objective and subjective elements. Recent Cayman Islands case law confirmed that directors must exercise the care, skill and diligence that would be exercised by a reasonably diligent person having the general knowledge, skill and experience reasonably to be expected of a person acting as a director. Additionally, a director must exercise the knowledge, skill and experience which he or she actually possesses.
A general notice may be given to the board of directors to the effect that (1) the director is a member or officer of a specified company or firm and is to be regarded as interested in any contract or arrangement which may after the date of the notice be made with that company or firm; or (2) he or she is to be regarded as interested in any contract or arrangement which may after the date of the notice to the board of directors be made with a specified person who is connected with him or her, will be deemed sufficient declaration of interest. This notice shall specify the nature of the interest in question. Following such disclosure , a director may be a party to or otherwise interested in any transaction or arrangement with us or in which we are otherwise interested but may not vote in respect of any transaction or arrangement in which he or she is interested and may be counted in the quorum at such the meeting.
In comparison, under Delaware corporate law, a director of a Delaware corporation has a fiduciary duty to the corporation and its shareholders. This duty has two components: the duty of care and the duty of loyalty. The duty of care requires that a director act in good faith, with the care that an ordinarily prudent person would exercise under similar circumstances. Under this duty, a director must inform himself or herself of, and disclose to shareholders, all material information reasonably available regarding a significant transaction. The duty of loyalty requires that a director act in a manner he or she reasonably believes to be in the best interests of the corporation. He or she must not use his or her corporate position for personal gain or advantage. This duty prohibits self-dealing by a director and mandates that the best interest of the corporation and its shareholders take precedence over any interest possessed by a director, officer or controlling shareholder and not shared by the shareholders generally. In general, actions of a director are presumed to have been made on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the corporation. However, this presumption may be rebutted by evidence of a breach of one of the fiduciary duties. Should such evidence be presented concerning a transaction by a director, a director must prove the procedural fairness of the transaction, and that the transaction was of fair value to the corporation.
Cumulative Voting
Under the Delaware General Corporation Law, cumulative voting for elections of directors is not permitted unless the corporation’s certificate of incorporation specifically provides for it. Cumulative voting potentially facilitates the representation of minority shareholders on a board of directors since it permits the minority shareholder to cast all the votes to which the shareholder is entitled on a single director, which increases the shareholder’s voting power with respect to electing such director. As permitted under Cayman Islands law, our Articles of Association do not provide for cumulative voting. As a result, our shareholders are not afforded any less protections or rights on this issue than shareholders of a Delaware corporation.
Transactions with Interested Shareholders
The Delaware General Corporation Law provides that; unless the corporation has specifically elected not to be governed by this statute, it is prohibited from engaging in certain business combinations with an “interested shareholder” for three years following the date that this person becomes an interested shareholder. An interested shareholder generally is a person or a group who or which owns or owned 15% or more of the target’s outstanding voting shares or who or which is an affiliate or associate of the corporation and owned 15% or more of the corporation’s outstanding voting shares within the past three years. This has the effect of limiting the ability of a potential acquirer to make a two-tiered bid for the target in which all shareholders would not be treated equally. The statute does not apply if, among other things, prior to the date on which the shareholder becomes an interested shareholder, the board of directors approves either the business combination or the transaction which resulted in the person becoming an interested shareholder. This encourages any potential acquirer of a Delaware corporation to negotiate the terms of any acquisition transaction with the target’s board of directors.
Cayman Islands law has no comparable statute. As a result, we cannot avail ourselves of the types of protections afforded by the Delaware business combination statute. However, although Cayman Islands law does not regulate transactions between a company and its significant shareholders, it does provide that the board of directors owe duties to ensure that these transactions are entered into bona fide in the best interests of the company and for a proper corporate purpose and, as noted above, a transaction may be subject to challenge if it has the effect of constituting a fraud on the minority shareholders.
Dissolution; Winding Up
Under the Delaware General Corporation Law, unless the board of directors approves the proposal to dissolve, dissolution must be approved by shareholders holding 100% of the total voting power of the corporation. If the dissolution is initiated by the board of directors it may be approved by a simple majority of the corporation’s outstanding shares. Delaware law allows a Delaware corporation to include in its certificate of incorporation a supermajority voting requirement in connection with dissolutions initiated by the board. Under Cayman Islands law, a company may be wound up by either an order of the courts of the Cayman Islands or by a special resolution (requiring the affirmative vote on a poll of at least a two-thirds of the votes cast by the shareholders entitled to vote who are present in person or by proxy at a general meeting) of its members or, if the company resolves by ordinary resolution (requiring the affirmative vote of a simple majority of those shareholders attending and voting in person or by proxy at a quorate general meeting) that it be wound up because it is unable to pay its debts as they fall due. The court has authority to order winding up in a number of specified circumstances including where it is, in the opinion of the court, just and equitable to do so.
Under the Companies Act, we may be dissolved, liquidated or wound up by a special resolution of shareholders (requiring the affirmative vote of at least a two-thirds majority of the votes of those shareholders attending and voting in person or by proxy at a quorate general meeting). Our Articles of Association also give our board of directors the authority to petition the Cayman Islands Court for our wind up.
Variation of Rights of Shares
Under the Delaware General Corporation Law, a corporation may vary the rights of a class of shares with the approval of a majority of the outstanding shares of that class, unless the certificate of incorporation provides otherwise. Under our Articles of Association, if the share capital is divided into more than one class of shares, the rights attached to any class may only be varied with the written consent of the holders of two-thirds of the shares of that class or the sanction of a special resolution passed at a separate meeting of the holders of the shares of that class.
Also, except with respect to share capital (as described above), alterations to our Articles of Association may only be made by special resolution of shareholders (requiring the affirmative vote of at least a two-thirds majority vote of those shareholders attending and voting in person or by proxy at a quorate general meeting).
Amendment of Governing Documents
Under the Delaware General Corporation Law, a corporation’s certificate of incorporation may be amended only if adopted and declared advisable by the board of directors and approved by a majority of the outstanding shares entitled to vote, and the bylaws may be amended with the approval of a majority of the outstanding shares entitled to vote and may, if so provided in the certificate of incorporation, also be amended by the board of directors. Under Cayman Islands law, our Articles of Association generally (and save for certain amendments to share capital described in this section) may only be amended by special resolution of shareholders (requiring the affirmative vote of at least a two-thirds majority vote of those shareholders attending and voting in person or by proxy at a quorate general meeting).
Rights of Non-Resident or Foreign Shareholders
There are no limitations imposed by our Articles of Association on the rights of non-resident or foreign shareholders to hold or exercise voting rights of our shares. In addition, there are no provisions in our Articles of Association governing the ownership threshold above which shareholder ownership must be disclosed.
Handling of Mail
Mail addressed to us and received at our registered office will be forwarded unopened to the forwarding address, which will be supplied by us. None of us, our directors, officers, advisors or service providers (including the organization which provides registered office services in the Cayman Islands) will bear any responsibility for any delay howsoever caused in mail reaching the forwarding address.
Cayman Islands Data Protection
We have certain duties under the Data Protection Act (As Revised) of the Cayman Islands, or DPA, based on internationally accepted principles of data privacy.
Privacy Notice
This privacy notice puts our shareholders on notice that through your investment in us you will provide us with certain personal information which constitutes personal data within the meaning of the DPA, or personal data.
Investor Data
We will collect, use, disclose, retain and secure personal data to the extent reasonably required only and within the parameters that could be reasonably expected during the normal course of business. We will only process, disclose, transfer or retain personal data to the extent legitimately required to conduct our activities of on an ongoing basis or to comply with legal and regulatory obligations to which we are subject. We will only transfer personal data in accordance with the requirements of the DPA, and will apply appropriate technical and organizational information security measures designed to protect against unauthorized or unlawful processing of the personal data and against the accidental loss, destruction or damage to the personal data.
In our use of this personal data, we will be characterized as a “data controller” for the purposes of the DPA, while our affiliates and service providers who may receive this personal data from us in the conduct of our activities may either act as our “data processors” for the purposes of the DPA or may process personal information for their own lawful purposes in connection with services provided to us.
We may also obtain personal data from other public sources. Personal data includes, without limitation, the following information relating to a shareholder and/or any individuals connected with a shareholder as an investor: name, residential address, email address, contact details, corporate contact information, signature, nationality, place of birth, date of birth, tax identification, credit history, correspondence records, passport number, bank account details, source of funds details and details relating to the shareholder’s investment activity.
Who this Affects
If you are a natural person, this will affect you directly. If you are a corporate investor (including, for these purposes, legal arrangements such as trusts or exempted limited partnerships) that provides us with personal data on individuals connected to you for any reason in relation your investment in us, this will be relevant for those individuals and you should transmit the content of this Privacy Notice to such individuals or otherwise advise them of its content.
How We May Use a Shareholder’s Personal Data
We may, as the data controller, collect, store and use personal data for lawful purposes, including, in particular: (i) where this is necessary for the performance of our rights and obligations under any agreements; (ii) where this is necessary for compliance with a legal and regulatory obligation to which we are or may be subject (such as compliance with anti-money laundering and FATCA/CRS requirements); and/or (iii) where this is necessary for the purposes of our legitimate interests and such interests are not overridden by your interests, fundamental rights or freedoms.
Should we wish to use personal data for other specific purposes (including, if applicable, any purpose that requires your consent), we will contact you.
Why We May Transfer Your Personal Data
In certain circumstances we may be legally obliged to share personal data and other information with respect to your shareholding with the relevant regulatory authorities such as the Cayman Islands Monetary Authority or the Tax Information Authority. They, in turn, may exchange this information with foreign authorities, including tax authorities.
We anticipate disclosing personal data to persons who provide services to us and their respective affiliates (which may include certain entities located outside the US, the Cayman Islands or the European Economic Area), who will process your personal data on our behalf.
The Data Protection Measures We Take
Any transfer of personal data by us or our duly authorized affiliates and/or delegates outside of the Cayman Islands shall be in accordance with the requirements of the DPA.
We and our duly authorized affiliates and/or delegates shall apply appropriate technical and organizational information security measures designed to protect against unauthorized or unlawful processing of personal data, and against accidental loss or destruction of, or damage to, personal data.
We shall notify you of any personal data breach that is reasonably likely to result in a risk to your interests, fundamental rights or freedoms or those data subjects to whom the relevant personal data relates.
C. Material Contracts
Except as otherwise described in this annual report on Form 20-F, we have not entered into any material contracts other than in the ordinary course of business.
D. Exchange Controls
The Cayman Islands currently has no exchange control restrictions.
In Brazil, the right to convert dividend payments and proceeds from the sale of shares into foreign currency and to remit such amounts outside Brazil is subject to restrictions under foreign investment legislation, which generally requires, among other things, that the relevant investments have been registered with the Central Bank. Additionally, financial institutions, such as Banco Inter, are subject to additional regulation which may restrict their ability to pay dividends or make other payments (such as capital adequacy guidelines) and may be subject to temporary restrictions on distributing dividends. For more information, see “Regulatory Matters” and “Item 3. Key Information―D. Risk Factors―Risks Related to our Common Shares―Our holding company structure makes us dependent on the operations of our subsidiaries, which may impact our ability to pay any cash dividends in the foreseeable future.”
E. Taxation
The following summary contains a description of certain Cayman Islands and U.S. federal income tax consequences of the acquisition, ownership and disposition of our Class A common shares. It does not purport to be a comprehensive description of all the tax considerations that may be relevant to a decision to purchase the Class A common shares, is not applicable to all categories of investors, some of which may be subject to special rules, and does not address all of the Cayman Islands and U.S. federal income tax considerations applicable to any particular holder. The summary is based upon the tax laws of the Cayman Islands and regulations thereunder and on the United States and regulations thereunder as of the date hereof, which are subject to change.
Holders of our Class A common shares should consult their own tax advisors about the particular Cayman Islands and U.S. federal, state, local and other tax consequences to them of the acquisition, ownership and disposition of our Class A common shares, including any other tax consequences under the laws of their country of citizenship, residence or domicile.
Cayman Islands Tax Considerations
Cayman Islands Taxation
The following is a discussion on certain Cayman Islands income tax consequences of an investment in Class A common shares. The discussion is a general summary of present law, which is subject to prospective and retroactive change. It is not intended as tax advice, does not consider any investor’s particular circumstances, and does not consider tax consequences other than those arising under Cayman Islands law.
Under Existing Cayman Islands Laws:
Payments of dividends and capital in respect of the Class A common shares will not be subject to taxation in the Cayman Islands and no withholding will be required on the payment of interest and principal or a dividend or capital to any holder of Class A common shares, as the case may be, nor will gains derived from the disposal of Class A common shares be subject to Cayman Islands income or corporation tax. The Cayman Islands currently have no income, corporation or capital gains tax and no estate duty, inheritance tax or gift tax.
No stamp duty is payable in respect of the issue of our Class A common shares or on an instrument of transfer in respect of a Class A common share.
We have been incorporated under the laws of the Cayman Islands as an exempted company with limited liability and, as such, has applied for and expects to obtain an undertaking from the Governor in Cabinet of the Cayman Islands in the following form:
The Tax Concessions Law Undertaking As To Tax Concessions
In accordance with the Tax Concessions Law the following undertaking is hereby given to the Issuer. “the Company”:
(a)That no Law which is hereafter enacted in the Islands imposing any tax to be levied on profits, income, gains or appreciations shall apply to the Company or its operations; and
(b)In addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax shall be payable
(i)on or in respect of the shares debentures or other obligations of the Company; or
(ii)by way of the withholding in whole or in part of any relevant payment as defined in the Tax Concessions Law.
These concessions shall be for a period of twenty years from the 2nd day of February, 2021.
United States Federal Income Tax Considerations
The following is a summary of material U.S. federal income tax considerations that are likely to be relevant to the purchase, ownership and disposition of our Class A common shares by a U.S. Holder (as defined below).
This summary is based on provisions of the Internal Revenue Code of 1986, as amended (the “Code”), and regulations, rulings and judicial interpretations thereof, in force as of the date hereof. Those authorities may be changed at any time, perhaps retroactively, so as to result in U.S. federal income tax consequences different from those summarized below.
This summary is not a comprehensive discussion of all of the tax considerations that may be relevant to a particular investor’s decision to purchase, hold, or dispose of Class A common shares. In particular, this summary is directed only to U.S. Holders that hold Class A common shares as capital assets and does not address particular tax consequences that may be applicable to U.S. Holders who may be subject to special tax rules, such as banks, brokers or dealers in securities or currencies, traders in securities electing to mark to market, financial institutions, life insurance companies, tax-exempt entities, regulated investment companies, entities or arrangements that are treated as partnerships for U.S. federal income tax purposes (or partners therein), holders that own or are treated as owning 10% or more of our stock by vote or value, persons holding Class A common shares as part of a hedging or conversion transaction or a straddle, former U.S. citizens and residents, nonresident alien individual present in the United States for a period or periods aggregating 183 days or more during the taxable year, or persons whose functional currency is not the U.S. dollar. Moreover, this summary does not address state, local or foreign taxes, the U.S. federal estate and gift taxes, or the Medicare contribution tax applicable to net investment income of certain non-corporate U.S. Holders, or alternative minimum tax consequences of acquiring, holding or disposing of Class A common shares.
For purposes of this summary, a “U.S. Holder” is a beneficial owner of Class A common shares that is a citizen or resident of the United States or a U.S. domestic corporation or that otherwise is subject to U.S. federal income taxation on a net income basis in respect of such Class A common shares.
You should consult your own tax advisors about the consequences of the acquisition, ownership, and disposition of Class A common shares, including the relevance to your particular situation of the considerations discussed below and any consequences arising under foreign, state, local or other tax laws.
Taxation of Dividends
Subject to the discussion below under “— Passive Foreign Investment Company Status,” the gross amount of any distribution of cash or property with respect to our shares that is paid out of our current or accumulated earnings and profits (as determined for U.S. federal income tax purposes) will generally be includible in your taxable income as ordinary dividend income on the day on which you actually or constructively receive the dividend and will not be eligible for the dividends- received deduction allowed to corporations under the Code.
We do not expect to maintain calculations of our earnings and profits in accordance with U.S. federal income tax principles. U.S. Holders therefore should expect that distributions generally will be treated as dividends for U.S. federal income tax purposes.
If you are a U.S. Holder, dividends paid in a currency other than U.S. dollars generally will be includible in your income in a U.S. dollar amount calculated by reference to the exchange rate in effect on the day you actually or constructively receive the dividends. Any gain or loss on a subsequent sale, conversion or other disposition of such non-U.S. currency by such U.S. Holder generally will be treated as ordinary income or loss and generally will be income or loss from sources within the United States.
Subject to certain exceptions for short-term holding periods, the U.S. dollar amount of dividends received by an individual with respect to the shares will be subject to taxation at a preferential rate if the dividends give rise to “qualified dividend income.” Dividends paid on the shares will give rise to qualified dividend income if:
•the shares are readily tradable on an established securities market in the United States or we are eligible for the benefits of a comprehensive tax treaty with the United States that the U.S. Treasury determines is satisfactory for purposes of this provision and that includes an exchange of information program; and
•we were not, in the year prior to the year in which the dividend was paid, and are not, in the year in which the dividend is paid, a PFIC”.
Our Class A common shares are listed on Nasdaq, and will qualify as readily tradable on an established securities market in the United States so long as they are so listed. Based on our Audited Financial Statements, our current expectations regarding the value and nature of our assets, the sources and nature of our income, and relevant market and shareholder data, we do not believe that we were treated as a PFIC for U.S. federal income tax purposes with respect to our 2023 and 2022 taxable years and we do not anticipate becoming a PFIC for our current taxable year or in the reasonably foreseeable future. U.S. Holders should consult their own tax advisors regarding the availability of the reduced dividend tax rate in light of their own particular circumstances.
Dividend distributions with respect to our Class A common shares generally will be treated as “passive category” income from sources outside the United States for purposes of determining a U.S. Holder’s U.S. foreign tax credit limitation. The rules with respect to foreign tax credits are complex and involve the application of rules that depend on a U.S. Holder’s particular circumstances. Accordingly, U.S. Holders are urged to consult their tax advisors regarding the availability of the foreign tax credit under their particular circumstances.
U.S. Holders that receive distributions of additional Class A common shares or rights to subscribe for Class A common shares as part of a pro rata distribution to all our shareholders generally will not be subject to U.S. federal income tax in respect of the distributions, unless the U.S. Holder has the right to receive cash or property, in which case the U.S. Holder will be treated as if it received cash equal to the fair market value of the distribution.
Taxation of Dispositions of Shares
Subject to the discussion below under “—Passive Foreign Investment Company Status,” upon a sale, exchange or other taxable disposition of Class A common shares, U.S. Holders will realize gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between the amount realized on the disposition and the U.S. Holder’s adjusted tax basis in the Class A common shares. Such gain or loss will be capital gain or loss, and will generally be long-term capital gain or loss if the Class A common shares have been held for more than one year. Long-term capital gain realized by a U.S. Holder that is an individual generally is subject to taxation at a preferential rate. The deductibility of capital losses is subject to limitations.
Gain, if any, realized by a U.S. Holder on the sale or other disposition of Class A common shares generally will be treated as U.S. source income for U.S. foreign tax credit purposes.
Passive Foreign Investment Company Status
Special U.S. tax rules apply to non-U.S. companies that are considered to be PFICs. We will be classified as a PFIC in a particular taxable year if, taking into account our proportionate share of the income and assets of our subsidiaries under applicable “look-through” rules, either
•75 percent or more of our gross income for the taxable year is passive income; or
•50 percent or more of the value of our assets (generally determined on the basis of a quarterly average) is attributable to assets that produce, or are held for the production of, passive income.
For this purpose, passive income generally includes dividends, interest, gains from certain commodities transactions, rents, royalties and the excess of gains over losses from the disposition of assets that produce passive income. An exception to these rules applies for certain income derived in the active conduct of a banking business, or the Active Banking Exception.
Based on our Audited Financial Statements and our current expectations regarding the value and nature of our assets, the sources and nature of our income, and relevant market and shareholder data, we do not believe that we were a PFIC in 2023 or 2022 and we do not anticipate that we will be treated as a PFIC for the current taxable year or in the reasonably foreseeable future. However, the determination whether we are a PFIC must be made annually after the close of each taxable year and based on the facts and circumstances at that time, such as the valuation of our assets, including goodwill and other intangible assets, which may depend on the value of our Class A common shares and BDRs at the time and can be expected to vary over time. In addition, although we consider ourselves to be actively engaged in an active business, certain of our income may be treated as passive income, unless it is eligible for the Active Banking Exception, and related assets may be considered passive assets unless the Active Banking Exception applies. We believe that the Active Banking Exception, as interpreted by Treasury regulations, including the Proposed Regulations, should apply to treat such income and related assets as active, but such treatment is not certain. Moreover, while the Proposed Regulations permit taxpayers to rely on them, it is possible that the U.S. Department of the Treasury, or Treasury Department, will not follow the approach of the Proposed Regulations when issuing final regulations, in which case the Active Banking Exception might not apply to our income or related assets and it is possible that we could be treated as a PFIC. Accordingly, there can be no assurance that Inter & Co or Banco Inter will not be treated as a PFIC for any taxable year.
If we are classified as a PFIC, and you do not make a mark-to-market election, as described below, you will be subject to a special tax at ordinary income tax rates on “excess distributions,” by us and gain that you recognize on the sale of your Class A common shares. The amount of income tax on any excess distributions will be increased by an interest charge to compensate for tax deferral, calculated as if the excess distributions were earned ratably over the period you hold your Class A common shares.
Classification as a PFIC may also have other adverse tax consequences, including, in the case of individuals, the denial of a step-up in the basis of the Class A common shares at death.
If a non-U.S. corporation is a PFIC for any taxable year during which a U.S. Holder holds its shares, the non-U.S. corporation will continue to be treated as a PFIC with respect to such U.S. Holder’s investment for all succeeding years even if we cease to meet the threshold requirements for PFIC status, unless (i) the non-U.S. corporation ceases to be a PFIC and (ii) the U.S. Holder makes a special “purging” election under the PFIC rules.
If we are a PFIC and we have any direct, and in certain circumstances, indirect subsidiaries that are PFICs (each a “Subsidiary PFIC”), a U.S. Holder will be treated as owning its pro rata share of the stock of each such Subsidiary PFIC and will be subject to the PFIC rules with respect to each such Subsidiary PFIC.
You can avoid the unfavorable rules described in the preceding paragraphs by electing to mark your Class A common shares to market, provided the Class A common shares are considered “marketable.” The Class A common shares will be marketable if they are regularly traded on certain qualifying U.S. stock exchanges, including Nasdaq, or on a foreign stock exchange that meets certain requirements. If you make this mark-to-market election, you will be required in any year in which we are a PFIC to include as ordinary income the excess of the fair market value of your Class A common shares at the end of your taxable year over your basis in those Class A common shares. If at the end of your taxable year, your basis in the Class A common shares exceeds their fair market value, you will be entitled to deduct the excess as an ordinary loss, but only to the extent of your net mark-to-market gains from previous years. Your adjusted tax basis in the Class A common shares will be adjusted to reflect any income or loss recognized under these rules. In addition, any gain you recognize upon the sale of your Class A common shares will be taxed as ordinary income in the year of sale and any loss will be treated as an ordinary loss to the extent of your net mark-to-market gains from previous years. The Class A common shares will be considered to be regularly traded (i) during the current calendar year if they are traded, other than in de minimis quantities, on at least 1/6 of the days remaining in the quarter in which the offering occurs, and on at least 15 days during each remaining quarter of the calendar year; and (ii) during any other calendar year if they are traded, other than in de minimis quantities, on at least 15 days during each calendar quarter. Once made, the election cannot be revoked without the consent of the IRS unless the shares cease to be marketable.
A mark-to-market election, as described above, generally cannot be made for any Subsidiary PFICs. Consequently, a U.S. Holder may continue to be subject to the PFIC rules with respect to such U.S. Holder’s indirect interest in any investments held by Inter & Co that are treated as Subsidiary PFICs for U.S. federal income tax purposes.
If you are a U.S. Holder that owns an equity interest in a PFIC, you generally must annually file IRS Form 8621, and may be required to file other IRS forms. A failure to file one or more of these forms as required may toll the running of the statute of limitations in respect of each of your taxable years for which such form is required to be filed. As a result, the taxable years with respect to which you fail to file the form may remain open to assessment by the IRS indefinitely, until the form is filed.
You should consult your own tax advisor regarding the U.S. federal income tax considerations discussed above and the desirability of making a mark-to-market election.
Foreign Financial Asset Reporting.
Certain U.S. Holders that own “specified foreign financial assets” with an aggregate value in excess of U.S.$50,000 on the last day of the taxable year or U.S.$75,000 at any time during the taxable year are generally required to file an information statement along with their tax returns, currently on IRS Form 8938, with respect to such assets. “Specified foreign financial assets” include any financial accounts held at a non-U.S. financial institution, as well as securities issued by a non-U.S. issuer that are not held in accounts maintained by financial institutions. The understatement of income attributable to “specified foreign financial assets” in excess of U.S.$5,000 extends the statute of limitations with respect to the tax return to six years after the return was filed. U.S. Holders who fail to report the required information could be subject to substantial penalties. Investors are encouraged to consult with their own tax advisors regarding the possible application of these rules, including the application of the rules to their particular circumstances.
Backup Withholding and Information Reporting
Dividends paid on, and proceeds from the sale or other disposition of, the Class A common shares to holder that is a United States person (as defined in the Code) generally may be subject to the information reporting requirements of the Code and may be subject to backup withholding unless such holder provides an accurate taxpayer identification number and makes any other required certification or otherwise establishes an exemption.
A holder that is not a United States person may be required to comply with certification and identification procedures in order to establish its exemption from information reporting and backup withholding.
Backup withholding is not an additional tax. The amount of any backup withholding from a payment to a holder will be allowed as a refund or credit against the holder’s U.S. federal income tax liability, provided the required information is furnished to the IRS in a timely manner.
Foreign Account Tax Compliance Act
Under sections 1471 through 1474 of the Code, Treasury regulations promulgated thereunder, intergovernmental agreements entered into between the United States and other countries and implementing laws in respect of the foregoing (often referred to as the “Foreign Account Tax Compliance Act” or “FATCA”), investors in our Class A common shares may be required to provide substantial information regarding their identities as well as those of their direct and indirect owners and this information may be reported to the IRS or other relevant tax authorities. In addition, it is possible that “passthru payments,” as defined under FATCA, on our Class A common shares may be subject to a withholding tax of 30%. Treasury regulations implementing this rule have not yet been adopted or proposed and the IRS has indicated that any such Treasury regulations would not be effective for payments made prior to two years after the date on which final Treasury regulations on this issue are published. Holders of our Class A common shares should consult their own tax advisors to obtain a more detailed explanation of FATCA and to learn how FATCA might affect each holder in its particular circumstances.
F. Dividends and Paying Agents
Not applicable.
G. Statement by Experts
Not applicable.
H. Documents on Display
We are subject to the informational requirements of the Exchange Act applicable to foreign private issuers. Accordingly, we are required to file reports and other information with the SEC, including annual reports on Form 20-F within four months from the end of each of our fiscal years, and reports on Form 6-K. You can read our SEC filings over the Internet at the SEC’s website at www.sec.gov. You may also read and copy any document we file with the SEC at its public reference room at 100 F. Street, N.E., Washington, D.C. 20549. You may obtain copies of these documents upon the payment of the fees prescribed by the SEC. Please call the SEC at 1-800-SEC-0330 for further information about the public reference room.
I. Subsidiary Information
See note 4 to our Audited Financial Statements for a description of the Company’s subsidiaries.
J. Annual Report to Security Holders
Not applicable.
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Information relating to quantitative and qualitative disclosures about these market risks is described below and in note 6 to our Audited Financial Statements. For additional information on our value-at-risk and sensitivity analysis, see note 6(f) and 6(h) of our Audited Financial Statements.
Our financial risk management covers credit, market, liquidity and operational risks. Risk management activities are carried out by specific and specialized structures, according to policies, strategies and processes described for each of these risks with the objective of identifying and measuring possible impacts and solutions and ensuring the continuity and the quality of our business. Our model includes:
•segregation of function;
•specific structure for risk management;
•defined management process;
•decisions at various hierarchical levels;
•clear norms and competence structure;
•defined limits and margins; and
•reference to best management practices.
Our risk management practices are designed to be in line with the recommendations of Pillar III of the Basel Committee for both qualitative and quantitative aspects.
Credit Risk
The definition of credit risk includes, among others:
•Counterparty risk: possibility of a failure, by a given counterparty, to honor obligations regarding the settlement of transactions involving the trading of financial assets, including those related to the settlement of derivative financial instruments.
•Principal risk: possibility of disbursements to honor sureties, guarantees, co-obligations, credit commitments, or other such operations of a similar nature.
•Risk of intermediary: possibility of losses associated with a failure to comply with agreed financial obligations by an intermediary or a party to a covenant for loans and advances to clients.
•Concentration risk: possibility of credit losses arising from significant exposure to a borrower or counterparty, a risk factor, a group of borrowers or counterparties related through common characteristics.
Credit risk management aims to identify, evaluate, control, mitigate and monitor risk exposure, to contribute to safeguarding our financial solidity and solvency and ensure alignment with shareholders´ interests.
Liquidity Risk
Liquidity risk is the possibility that we are not able to efficiently meet our expected or unexpected obligations, including those resulting from binding guarantees, without incurring significant losses. This also includes the possibility of us not being able to negotiate a sale of an asset at market price due to its volume in relation to the volume normally transacted or due to any discontinuity in the market. Our liquidity risk management structure is segregated and works proactively with the aim of monitoring and preventing any breach of limits on liquidity ratios.
Market Risk
Market risk is the possibility of losses due to changes in stock prices, interest rates, exchange rates, price indexes and commodity prices. In essence, market risk is the risk arising from movements in the markets to which Inter has exposure. Price indexes are also treated as a risk factor.
Operational Risk
Operational risk is defined as the possibility of losses resulting from failure, deficiency or inadequacy of internal processes, people and systems, or from external events. We have processes which aim to identify and, if possible, mitigate operational risks arising in its activities, minimizing the operational risks that are inherent to its business, complexity of products, services, activities, processes and systems.
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
A. Debt Securities
Not applicable.
B. Warrants and Rights
Not applicable.
C. Other Securities
Not applicable.
D. American Depositary Shares
Not applicable.
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
None.
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
None.
ITEM 15. CONTROLS AND PROCEDURES
A. Disclosure Controls and Procedures
Our management, with the participation of our chief executive officer and chief financial officer, has evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2023. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.
Based on this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended, or the Exchange Act), were not effective as of December 31, 2023, due to the material weaknesses discussed below.
These material weaknesses did not result in a material misstatement in our consolidated financial statements as of and for the year ended December 31, 2023.
B. Management’s Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining effective internal control over financial reporting as defined in Rule 13a-15(f) of the Exchange Act. Our internal control over financial reporting is designed to provide significant assurance to our management and board of directors regarding the preparation and fair presentation of published financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Our management, with participation of the chief executive officer and chief financial officer, under the oversight of our board of directors, evaluated the effectiveness of our internal control over financial reporting as of December 31, 2023. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control - Integrated Framework (2013), or COSO 2013. Based on this assessment, management believes that, as of December 31, 2023, our internal control over financial reporting was not effective based on those criteria due to the material weaknesses described below.
In line with the auditors' report of our independent registered public accounting firm that expressed an adverse opinion, our management has identified material weaknesses related to the control environment, risk assessment, information and communication, and monitoring of internal control over financial reporting, which resulted in ineffective general information technology controls, manual process-level controls, and controls over the accuracy and completeness of information used in controls. We expect to address these material weaknesses through the remediation plan discussed below.
As discussed below, we plan to adopt measures that will improve our internal control over financial reporting, but we cannot assure you that our efforts will be effective. Considering the material weaknesses described below, management performed additional analysis and other procedures to ensure that our consolidated financial statements were prepared in accordance with IFRS. Accordingly, management believes that the consolidated financial statements present, in all material respects, our financial position, results of operations, and cash flows as of and for the periods presented, in accordance with IFRS.
Remediation Plan for Material Weaknesses in Internal Control over Financial Reporting
In 2024, we are working to remediate the material weaknesses identified above. We expect to remediate these material weaknesses during 2024 and 2025.
Our management has been developing a remediation plan that includes (i) additional training over internal controls, (ii) revision of our risk assessment process with support of an external consultancy - Big 4 company, (iii) improvements in our processes and controls relating to GITC’s, (iv) implementation of measures to continuously monitor the effectiveness of our internal control over financial reporting, involving multiple governance levels, (v) improvements in Internal Audit department, including the hiring a Chief Internal Auditor with high level background, (vi) hiring new senior professionals. As we continue to evaluate and implement our plan to remediate these material weaknesses, management may decide to take additional measures or modify the remediation steps described above.
The material weaknesses will not be considered remediated until the applicable controls operate for a sufficient period and management concludes, through testing, that these controls are operating effectively.
C. Attestation Report of the Registered Public Accounting Firm
Report of Independent Registered Public Accounting Firm
To the Shareholders, Board of Directors and Management
Inter & Co, Inc.:
Opinion on Internal Control Over Financial Reporting
We have audited Inter & Co, Inc. and subsidiaries’ (the “Company”) internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, because of the effects of the material weaknesses, described below, on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated income statements and consolidated statements of comprehensive income, cash flows, and changes in equity for each of the years in the three-year period then ended, and the related notes (collectively, the consolidated financial statements), and our report dated April 30, 2024 expressed an unqualified opinion on those consolidated financial statements.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Material weaknesses have been identified and included in management’s assessment related to the control environment, risk assessment, information and communication, and monitoring of internal control over financial reporting, which resulted in ineffective general information technology controls, manual process-level controls, and controls over the accuracy and completeness of information used in controls. These material weaknesses were considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2023 consolidated financial statements, and this report does not affect our report on those consolidated financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ KPMG Auditores Independentes Ltda.
Belo Horizonte, MG, Brazil
April 30, 2024
D. Changes in Internal Control Over Financial Reporting
In the year ended December 31, 2023, we have implemented changes to improve our internal control environment as part of the remediation plan for the material weaknesses identified as of December 31, 2022.
We have implemented measures to review manual journal entries, seeking to automate, where possible and practical, the entry posting process and improving the segregation of duties in connection therewith, as well as implementing other controls in connection with related party transactions, identification of significant disclosures, and provisions for credit losses. We expect to implement additional changes in our control environment in 2024 and 2025, as we implement our remediation plan discussed in Item 15B above.
ITEM 16. RESERVED
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT
Our audit committee is composed by André Guilherme Cazzaniga Maciel, Antônio Kandir and Luiz Antônio Nogueira de França. The audit committee is composed exclusively of members of our board of directors who are financially literate, and André Guilherme Cazzaniga Maciel is considered an “audit committee financial expert” as defined by the SEC. Our board of directors has determined that André Guilherme Cazzaniga Maciel, Antônio Kandir and Luiz Antônio Nogueira de França satisfy the “independence” requirements of Rule 10A-3 under the Exchange Act. For more information, see “Item 6. Directors, Senior Management and Employees—C. Board Practices—Committees—Audit Committee.”
ITEM 16B. CODE OF ETHICS
We have adopted a Code of Conduct and Ethics applicable to its board of directors, officers, employees, shareholders, suppliers, business partners and service providers, which covers a broad range of matters, including the handling of conflicts of interest, donations and sponsorship, privacy and information security, prevention of money laundering, prevention of fraud, bribery and corruption, gifts and gratuities and other corporate guidelines, such as insider trading and equal opportunity and non-discrimination standards. All our employees and officers have to read and accept the terms of our Code when they start their employment or are elected, as applicable. We also inform each of our employees of any changes to our Code of Conduct and Ethics. With the purpose of having all of our employees be familiar with our Code, we provide training sessions, related to the topics covered by the Code, for our employees every 12 months and have them take a test which requires them to get 70% of the questions correct in order to pass.
In 2023, we have not granted any waiver, including implicit waiver, from a provision of our Code of Conduct and Ethics to any of our directors or executive officers.
Our whistleblower channel is open both to the general public and our employees and is operated by a third-party service provider. We use an independent provider because we value the anonymity of whistleblowers and we do not tolerate any discrimination or retaliation against them.
All of the reports received through our whistleblower channel are reviewed and investigated by our compliance department. The investigation seeks to ascertain what has happened, while protecting the identity both of the whistleblower and the people involved in any alleged unethical conduct. Once finished, investigation reports are shared with Inter’s Ethics Committee. Whenever necessary, according to the particularities of each case, Compliance can involve the Ethics Committee to assess the matter and recommend whether penalties or other actions should be applied.
In 2023, we have not received tips regarding corruption on our whistleblower channel.
Inter’s Compliance Program was established by means of a set of guidelines and initiatives supported by the pillars of prevention, detection, and response, of any inappropriate or unethical actions, harmful acts, or non-compliance with laws, regulations, and internal rules, which may damage the assets, reputation, and/or image of the company, its investors, clients, and other stakeholders. The first pillar, “prevent”, assists in the training of the personnel involved in the company and in the resolution in advance of possible risks to our Code of Conduct and Ethics by utilizing the compliance risk assessments, Code of Conduct, compliance policies and communication and training systems. Further, the “detect” pillar is guided by three integrated systems of third-party due diligence, monitoring, testing and ethics channel, that actively searches for possible inadequacies. Finally, we have the “respond” pillar, where through reports, non-compliance management and internal investigations we can respond and resolve the problems with efficiency. In each one of those pillars, we have activities, that needs to be fulfilled to achieve the completeness of those principles. To summarize it, we have the following mandala:
The initiatives in each of the program’s pillars are endorsed and supported by senior management and the constant strengthening of the culture of integrity.
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The following table sets forth the fees billed to us by our independent registered public accounting firm during the years ended December 31, 2023 and 2022. Our independent registered public accounting firm was KPMG Auditores Independentes Ltda for the years ended December 31, 2023 and 2022.
|
|
|
|
|
|
|
|
|
|
|
|
|
2023 |
|
2022 |
|
(R$ thousand) |
|
(R$ thousand) |
| Audit fees |
5,484.5 |
|
|
2,724.5 |
|
| Audit-related fees |
125.0 |
|
|
50.0 |
|
| Tax fees |
58.0 |
|
|
— |
|
| Total |
5,667.5 |
|
|
2,774.5 |
|
Audit fees
Audit fees are fees billed for professional services rendered by the principal accountant for the audit of the consolidated financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years. It includes the audit of our financial statements (including those of Banco Inter), interim reviews and other services that generally only the independent accountant reasonably can provide, such as comfort letters, statutory audits, consents and assistance with and review of documents filed with the SEC.
Audit-related fees
Audit-related fees are fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and not reported under the previous category. These services would include, among others: accounting consultations and audits in connection with acquisitions, internal control reviews, attest services that are not required by statue or regulation and consultation concerning financial accounting and reporting standards.
Tax fees
Tax fees are fees billed for professional services for tax compliance, tax advice and tax planning.
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
Not applicable.
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASER
We paid part of the purchase price of the Inter & Co Payments, Inc acquisition using our Class A common shares and granted the former Inter & Co Payments,Inc shareholders put options to sell such Class A common shares back to us subject to the terms and conditions set forth in the Inter & Co Payments, Inc acquisition documents. In March 2023, the former Inter & Co Payments, Inc shareholders exercised part of their put options and, in connection with such exercise, we acquired 160,875 Class A Common Shares for an average price of average price of US$19.65 per share (equivalent to R$102.54 per share based on the selling exchange rate of R$5.2177 in effect as of December 31, 2022 as published by the Central Bank). Additionally, in January 2024, the former Inter & Co Payments, Inc shareholders exercised another part of their put options and, in connection with such exercise, we acquired 160,875 Class A Common Shares for an average price of US$20.51 per share (equivalent to R$101.28 per share based on the selling exchange rate of R$4.9381 in effect as of December 31, 2023 as published by the Central Bank).
Except as described above, neither we nor any of our affiliated purchasers have made any repurchase of our Class A common shares in 2023.
ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
Not applicable.
ITEM 16G. CORPORATE GOVERNANCE
Cayman Islands law restricts transactions between a company and its directors unless there are provisions in such company’s articles of association which provide a mechanism to alleviate possible conflicts of interest. Additionally, Cayman Islands law imposes on directors’ duties of care and skill and fiduciary duties to the companies which they serve. Under our Articles of Association, a director must disclose any direct or indirect interest in any transaction or arrangement with us, and following such disclosure, such director may be a party to or otherwise interested in any transaction or arrangement with us or in which we are otherwise interested but may not vote in respect of any such transaction or arrangement and shall be counted in the quorum at such meeting.
Subject to the foregoing and the Articles of Association, our directors may exercise all of our powers to vote for compensation to themselves or any member of their body in the absence of an independent quorum. The Articles of Association provide that, in the event a compensation committee is established, it shall be made up of such number of independent directors as is required from time to time by the Stock Exchange rules (or as otherwise may be required by law).
Foreign Private Issuer Status
Nasdaq listing rules include certain accommodations in the corporate governance requirements that allow foreign private issuers, such as us, to follow “home country” corporate governance practices in lieu of the otherwise applicable corporate governance standards of Nasdaq. The application of such exceptions requires that we disclose each Nasdaq corporate governance standard that we do not follow and describe the Cayman Islands corporate governance practices we do follow in lieu of the relevant Nasdaq corporate governance standard. We currently follow Cayman Islands corporate governance practices in lieu of the corporate governance requirements of Nasdaq in respect of the following:
•the majority independent director requirement under Section 5605(b)(1) of Nasdaq listing rules.
•the requirement under Section 5605(d) of Nasdaq listing rules that a compensation committee comprised solely of independent directors governed by a compensation committee charter oversee executive compensation.
•the requirement under Section 5605(e) of Nasdaq listing rules that director nominees be selected or recommended for selection by either a majority of the independent directors or a nominations committee comprised solely of independent directors.
Cayman Islands law does not impose a requirement that the board consist of a majority of independent directors or that such independent directors meet regularly without other members present. Nor does Cayman Islands law impose specific requirements on the establishment of a compensation committee or nominating committee or nominating process.
Controlled Company Exception
Our controlling shareholder beneficially owns all of our Class B common shares, representing a majority of the voting power of our then-outstanding share capital. As a result, we will be a “controlled company” within the meaning of the corporate governance standards of Nasdaq corporate governance rules. Under these rules, a company of which more than 50% of the voting power in the election of directors is held by an individual, group or another company is a “controlled company.”
As a “controlled company,” we may elect not to comply with certain corporate governance standards, including the requirements that:
•A majority of our board of directors consist of independent directors.
•Our board of directors have a compensation committee that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.
•Our board of directors have a nominating and corporate governance committee that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.
For so long as we qualify as a controlled company, we may take advantage of these exemptions. Accordingly, you will not have the same protections afforded to shareholders of companies that are subject to all of these corporate governance requirements. In the event that we cease to be a “controlled company” and our common shares continue to be listed on Nasdaq, we will be required to comply with the corporate governance standards within the applicable transition periods.
ITEM 16H. MINE SAFETY DISCLOSURE
Not applicable.
ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
ITEM 16K. CYBERSECURITY
Risk Management and Strategy
We maintain a comprehensive process for assessing, identifying and managing cybersecurity threats, including risks relating to disruption of business operations or financial reporting systems, intellectual property theft, violation of privacy laws and other litigation and legal risk, as part of our Enterprise Risk Management processes.
Our cybersecurity program includes development, implementation and improvement of policies and procedures in order to:
•To protect the information and systems against unauthorized access, modification, destruction or disclosure.
•To ensure the continuity of the information processing essential to the business.
•To comply with the laws and rules governing intellectual property aspects and those regulating our activities and target market.
•To set the information security and cyber security mechanisms and controls while weighing risk, technology and cost factors.
Our cybersecurity program is supported by international frameworks such as CIS Critical Security Controls and NIST that help us guide our initiatives in disciplines such as: : (a) environment segregation (Firewall, Segmentation and Network Protection); (b) information backup; (c) information security culture awareness and dissemination and periodic evaluation; (d) inventory and asset management, software and hardware asset; (e) vulnerability management; (i) Cyber security threat monitoring; (j)external remote access control; (k) security incident management, including criteria to assess the incident relevance: security testing scenarios and protection for cloud computing environments; (l) protection against malicious software and advanced threats: information classification based on relevance; (m) Disposal, retention and destruction of physical or digital data; (n) clean desk; (o) prevention against leakage of sensitive and business-critical information; (p) encryption; (q) secure authentication and code quality and security control; (r) incident response.
In order to improve the maturity of our cybersecurity program, we develop policies, training programs and implement some of the best solutions in the market to protect and monitor our environment. We are constantly advised by know consultancy firms that support our improvement roadmap.
We comply with the CMN's cybersecurity rules applicable to financial institutions. These rules include certain cyber risk management and cloud outsourcing requirements relating to the design and adaptation of our cybersecurity internal controls and requirements for the location of data processing activities outside Brazil, as well as designing action plans to prevent and respond to cybersecurity incidents.
Our incident response plan coordinates the activities we take to prepare for, detect, respond to and recover from cybersecurity incidents, which include processes to triage, assess severity for, escalate, contain, investigate and remediate the incident, as well as to comply with potentially applicable legal obligations and mitigate brand and reputational damage.
Our cybersecurity team regularly tests our controls through penetration testing, vulnerability scanning and attack simulation. Our program further includes review and assessment by external, independent third-parties, that help identify areas for continued focus and improvement.
We believe that the security culture is a relevant aspect, so we provide mandatory annual security awareness education and training for all employees and consultants, conduct monthly internal “phishing” testing and training for “clickers,” requires mandatory security training for all new hires during their first two weeks of employment and publishes periodic cybersecurity newsletters to highlight any emerging or urgent security threats.
Our cybersecurity program extends to the oversight of our third-party service providers, which oversight includes conducting a pre-hiring due diligence relating to the third-party’s cybersecurity and privacy practices, contractual provisions requiring notification of cybersecurity-related incidents that may impact us, and cybersecurity-related audit requirements. We are, however, subject to risks relating to the cybersecurity of our third-party service providers. See “Item 3. Key Information―D. Risk Factors―Failure to protect against risks related to cybersecurity may adversely impact our operations and result in loss of revenue, incurrence of material expenses and expose us to material liabilities.” and “Item 3. Key Information―D. Risk Factors ―Interruptions or failures in our technology systems or any lack of integration or redundancy of these systems may materially adversely affect us.”
In 2023, Banco Inter became a member of the Board of Advisors for the PCI Security Standards Council and renewed its security certification issued by PCI-DSS. Also in 2023, Bureau Veritas renewed our marketplace (Inter Shop) certification on privacy management and personal data protection systems.
Governance
The cybersecurity management processes described above are managed by the Chief Security Officer of Banco Inter (our main operating subsidiary) and our Chief Technology Officer. The Chief Security Officer reports to our Chief Technology Officer and to the Risk Committee (established at Banco Inter level).
Our Board of Directors and the Risk Committee have specific oversight responsibilities with respect to cybersecurity and privacy risks. Our Board of Directors is primarily responsible for oversight of all of our risk management practices and tasked with understanding the issues and risks that are central to our success, including cybersecurity matters, and establishing general guidelines to be further detailed and implemented by advisory committees and our Cyber and Information Security team.
The Risk Committee directly designs and oversees the implementation of our policies, procedures relating to information security, cybersecurity, privacy and data protection. The Risk Committee also coordinates with our Audit Committee to design and oversee our guidelines and policies with respect to risk assessment and risk management in general. In this context, our Audit Committee would be informed of a material cybersecurity incident that could have a potential impact on our financial statements.
Our Board of Directors and the Risk Committee have specific oversight responsibilities with respect to cybersecurity and privacy risks. Our Board of Directors is primarily responsible for oversight of all of our risk management practices and tasked with understanding the issues and risks that are central to our success, including cybersecurity matters, and establishing general guidelines to be further detailed and implemented by advisory committees and our Cyber and Information Security team.
As a technology company entrusted with the safeguarding of sensitive information (including personal information), cybersecurity risk management is an integral part of our overall enterprise risk management program. We believe maintaining our robust information security program and investments is crucial to protect us from cybersecurity threats.
Board of Directors
Our Board of Directors is committed to mitigating data privacy and cybersecurity risks and recognizes the importance of these issues as part of our risk management framework. While the Board of Directors maintains ultimate responsibility for the oversight of our data privacy and cybersecurity program and risks, it has delegated certain responsibilities to the Risk Committee. This committee-level focus on data privacy and cybersecurity allows the Board to further enhance its understanding of these issues. Our Audit Committee also assists our Board of Directors in its oversight of our data privacy and cybersecurity needs by staying apprised of our data privacy and information security programs, strategy, policies, standards, architecture, processes and material risks and overseeing responses to security and data incidents. Our Board of Directors and Risk Committee’s principal role is one of oversight, recognizing that management is responsible for the design, implementation and maintenance of an effective program for protecting against and mitigating data privacy and cybersecurity risks.
Our Board of Directors, our Audit Committee and the Risk Committee receive updates, on material data privacy and security risks, including any material incidents, relevant industry developments, threat vectors and material risks identified in periodic penetration tests or vulnerability scans, as applicable according to our policies. The updates also include material legal and legislative developments concerning data privacy and security, our approach to complying with applicable law and material engagement with regulators concerning data privacy and cybersecurity. Members of the Board of Directors stay apprised of the rapidly evolving cyber threat landscape and provide guidance to management as appropriate in order to address the effectiveness of our overall data privacy and cybersecurity program.
In addition, our Board of Directors annually reviews and approves our cybersecurity risk management processes.
Management
The cybersecurity management processes described above are managed by the Chief Security Officer of Banco Inter under the supervision of our Chief Technology Officer. As part of this management, the Chief Security Officer and our Chief Technology Officer, in consultation with the Risk Committee, establish and oversee the programs, policies, processes and controls we have implemented across our group to ensure compliance with worldwide laws and regulations while also managing our relevant engagements with regulators, policymakers and key stakeholders.
Our Chief Technology Officer and the Chief Security Officer have daily access to information regarding our main cyber-related events, including attempted breaches and reports from third-party service providers. The Cyber and Information Security team has weekly meetings with the Chief Security Officer to report the main developments of the week. Any material issues are timely escalated to the Risk Management Committee, our Chief Technology Officer, our Audit Committee and our Board of Directors, as applicable.
Additionally, our Chief Technology Officer and the Chief Security Officer work in tandem with the following personnel from Banco Inter in managing our cybersecurity risk and policies:
•Chief Risk Officer (CRO), who, in consultation with our Board of Directors, develops and oversees the programs, policies and controls we have implemented across the organization to reduce and prevent logical and physical risks, including information security and cyber risks to our people, intellectual property, data and tangible property;
•Chief Data & Analytics Officer, who oversees our efforts to maintain an ethical, responsible enterprise data program that adheres to our high standards for data quality, curation and governance while minimizing data risks; and
•Data Protection Officer, who reports to the Chief Privacy and Data Responsibility Officer and ensures that we continue to adhere to the GDPR and local privacy requirements, including by handling privacy requests from individuals and regulators.
REGULATORY MATTERS
The basic legal framework of the National Financial System of Brazil or “SFN” was established by Law No. 4,595, enacted on December 31, 1964, as amended (“Law No. 4,595”), which created the National Monetary Council (“CMN”), the body responsible for establishing general guidelines for monetary, foreign currency and credit policies, among others, as well as for regulating the institutions that comprise the financial system. Law No. 4,595 also granted the Central Bank the authority to issue currency and manage credit, among other powers.
In addition, pursuant to Law No. 4,595 and Resolution No. 4,970, enacted by the CMN on November 25, 2021 (“Resolution No. 4,970/2021”), the authorization of the Central Bank is required for us to operate as a multi-service bank, which has been granted to us pursuant to Official Letter No. DEORF/GTBHO-2008/1950, dated March 27, 2008.
Major regulatory agencies in Brazil
The National Financial System is comprised of supervisory and regulatory bodies that are responsible for the regulation and supervision of financial institutions. Given the activities that we perform, we are subject to oversight by the following main regulatory agencies:
CMN
The CMN oversees the Brazilian monetary, credit, budgetary, fiscal and public debt policies. It is comprised of the president of the Central Bank, the Special Secretary of Finance of the Ministry of Economy and the Minister of Economy. Pursuant to the provisions of Law No. 4,595, the CMN is the highest regulatory agency of the National Financial System and is authorized to establish guidelines applicable to financial institutions and regulate the credit operations of Brazilian financial institutions and the Brazilian currency. The CMN also has the authority to supervise Brazilian gold and foreign currency reserves, determine Brazilian policies for savings and investments, and govern Brazilian capital markets for the purpose of fostering the country’s economic and social development. In this regard, the CMN also oversees the activities carried out by the Central Bank and the CVM.
Central Bank of Brazil - Central Bank
The Central Bank is an autonomous government body responsible for implementing the policies established by CMN relating to foreign currency and credit. It is also responsible for implementing the CMN’s financial guidelines and regulating Brazilian financial institutions and other regulated institutions (such as payment institutions), including with respect to minimum capital reserve requirements and the disclosure of financial institution transactions and financial information. It is also responsible for monitoring and regulating foreign investments in Brazil.
Brazilian Security Exchange Commission - CVM
The CVM is an autonomous government body subject to a special regime that is linked to the Ministry of Economy under the terms of Law No. 6,385, of December 7, 1976, as amended (“Capital Markets Law”). It has independent administrative authority over all Brazilian territory, is its own legal entity, and has its own assets. It is responsible for implementing the CMN’s securities market policies, and has the power to regulate, develop, control and inspect the securities market in strict compliance with the Capital Markets Law and Brazilian Corporation Law.
National Council of Private Insurance - CNSP
CNSP is the body responsible for establishing guidelines and standards for private insurance policies. It is chaired by the Minister of Treasury, by the Superintendent of SUSEP, and is comprised of representatives from the Ministry of Welfare and Social Security and Welfare, the Central Bank and CVM.
Superintendence of Private Insurance - SUSEP
SUSEP is an autonomous government body responsible for controlling and inspecting the Brazilian insurance, open-end private pension fund, savings bonds and reinsurance markets. It is an autonomous government agency and is linked to the Ministry of the Economy.
Financial Activities Control Council - COAF
The Financial Activities Control Council (Conselho de Controle de Atividades Financeiras) (“COAF”), is the Brazilian financial intelligence unit and has the legal task of coordinating cooperation and information exchange mechanisms that enable quick and efficient actions to combat “money laundering” and “terrorist financing,” to discipline and apply penalties administrative, receive, examine and identify suspicious occurrences and supervise the activities of individuals and legal entities that do not have a specific regulator.
National Institute of Social Security - INSS
Autarchy linked to the Ministry of Welfare and Social Security, responsible for recognizing the rights of insured persons under the General Social Security Regime - RGPS. The National Institute of Social Security is responsible for regulating the payment of retirement, death pension, sickness benefit, accident benefit, among other benefits, including payroll-deductible credit to retirees and pensioners.
Regulation of Full-Service Banks
Full-service banks (such as Banco Inter) are financial institutions (public or private) that carry out active, passive and ancillary financial activities through the following portfolios: commercial, investment and/or development (the latter solely applicable to public institutions), real estate credit, credit, finance and investment, and leasing. Transactions carried out by full-service banks are subject to the same rules applicable to the institutions that carry out the activities within one single portfolio. Full-service banks must be incorporated as corporations and with at least 2 portfolios, and one of which must be the commercial or investment portfolio.
Regulation of Securities Brokerage Firms
Securities trading in stock exchange markets shall be carried out exclusively by DTVMs (such as Inter DTVM Ltda.), CTVMs and certain other authorized institutions. DTVMs, or securities distributors (distribuidoras de títulos e valores mobiliários) and CTVMS, or securities brokers (corretoras de títulos e valores mobiliários) are regulated by CMN. With Central Bank and CVM’s joint decision, which authorized securities distributors to operate directly in the environments and trading systems of organized stock exchange markets, the main difference between securities brokers and securities distributors was extinguished, and such institutions are today allowed to virtually perform the same type of activities.
In this regard, CMN allows securities distributors and security brokers to carry out, among others, the following activities: (1) trading in stock exchanges; (2) managing investment portfolios; (3) providing custody services; and also (4) issue electronic currency.
Regulation of electronic payments and the Brazilian Payments System (SPB)
The CMN and the Central Bank govern and monitor the institutions that participate in the Brazilian payments system, which includes payment institutions and payment arrangements. Law No. 12,865 establishes the main legal framework for the electronic payments sector, providing regulations for the companies currently operating: (1) in the e-money market, in the issuance of prepaid cards, credit cards, and other prepaid payment instruments; and (2) in the acquiring market, in the process and settle of electronical transactions made by prepaid accounts owners or bearers of prepaid cards and/or credit card. Such companies are collectively referred to as “payment institutions.” Additionally, Law No. 12,865 establishes principles for payment arrangements, payment arrangement settlors and payment institutions, which became part of the SPB.
The current regulations issued by the Central Bank, (1) limit the activities developed by each type of payment institution, providing a more narrow definition of each activity; (2) establish the main criteria and procedures for obtaining prior approval from the Central Bank for the establishment and operation of payment institutions and payment arrangements (including volume criteria, in some cases), as well as for the cancellation of an authorization, change of control, and corporate restructuring; (3) establish the conditions for holding management positions and the minimum capital requirements for the payment institutions; (4) regulate payment accounts, requiring that payment institutions identify the account holders and the form of allocating the funds deposited (aiming to preserve the amount and liquidity of the e-money balances maintained in the accounts); (5) regulate the provision of payment services to those that fall under the category of SPB payment arrangements, and established the criteria according to which a particular payment arrangement would not be part of the SPB; and (6) establish rules regarding risk management, minimum capital requirements and the governance of payment institutions.
Instant Payment System (SPI) and Instant Payment Arrangement (PIX)
The Central Bank has sought to develop an efficient, competitive, centralized, and secure instant payment system, where the user is guaranteed to make payments and transfers in real time, seven days a week and 24 hour a day. Central Bank’s main concerns was to ensure the participation of Brazilian main traditional institutions on such instant payment system, and open it to certain types of payment service providers that could comply with the minimum operational and security requirements needed to enable Brazilian’s end users to make instant payments.
The instant payment, system allows for the electronic transfer of funds in which the transmission of the availability of funds to the recipient user occurs in real time and whose service is available 24 hours a day, seven days a week and every day in the year. Transfers take place directly from the paying user’s account to the receiving user’s account, without the need for intermediaries, which leads to lower transaction costs.
The PIX has been in full operation since November, 2020.
Principal limitations and restrictions on financial institutions
In accordance with the main international regulatory standards, Brazilian financial institutions are subject to a number of restrictions and obligations. Broadly speaking, these limitations and obligations relate to the following systemic risks: providing credit; the concentration of risk; investments, operational procedures, loans and other transactions in foreign currencies; management of third-party resources and microcredit. The restrictions and requirements imposed on banking activities by applicable laws and regulations are as follows:
•Financial institutions may not operate in Brazil without the prior approval of the Central Bank.
•A Brazilian financial institution cannot hold a direct or indirect ownership interest in any company, whether located in Brazil or abroad, without the prior authorization of the Central Bank. Furthermore, the business purpose of the company in which the financial institution invests should be supplemental or ancillary to the activities performed by the financial institution.
•Financial institutions must disclose the members of their controlling group, which should be a person or group of persons bound by a voting agreement or under common control, holding rights corresponding to the majority of the voting shares of a corporation (sociedade anônima) or 75% of the capital stock of a limited liability company (sociedade limitada);
•Financial institutions must also submit for approval by the Central Bank the admission of a shareholder/quotaholder with a qualified equity interest, in the financial institution (as defined under the applicable regulation);
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•Brazilian financial institutions must submit for prior approval by the Central Bank the corporate documents governing their organization and operation, including, but not limited to, documents related to capital increases; transfer of headquarters; opening, transfer or closing of branches (either in Brazil or abroad); election of members of statutory bodies; and any corporate restructuring or change in the composition of the controlling shareholder/quotaholder;
•Brazilian financial institutions must comply with minimum capital requirements and reserve requirements, in addition to certain operational limits;
•Brazilian financial institutions must maintain sufficient capital reserves to absorb unexpected losses, according to the rules proposed by the Basel Committee and implemented by the Central Bank;
•Brazilian financial institutions may distribute earnings, in any form, above the minimum statutory amount only to the extent that any such distribution will not compromise their ability to comply with applicable operating requirements. The distribution of earnings above the statutory minimum amount must take into consideration the impact the distribution will have on the financial institution’s ability to meet present and future minimum capital requirements and other operational limits established by the Central Bank;
•A Brazilian financial institution may not own property, except for property intended for its own use, subject to certain limitations imposed by the CMN. In the event that a financial institution receives property, for example, as payment of a debt, such property must be sold, in the manner regulated by the CMN;
•Brazilian financial institutions must comply with the principles of selectivity, guarantee, liquidity and risk diversification;
•A Brazilian financial institution cannot lend more than 25% of Tier 1 of its reference equity to a single person or group, and must also limit the total amount of its concentrated exposures to the maximum percentage of 600% of the Tier 1 of its reference equity (concentrated exposure is defined as the total exposure towards a client in an amount equal to or higher than 10% of the Tier 1 of the institution’s reference equity);
•A Brazilian financial institution can only carry out credit operations with certain related parties subject to certain limits and conditions provided for in the applicable regulation;
•The management of third-party assets must be segregated from other activities and comply with CVM regulations;
•The total amount of funds invested in a financial institution’s permanent assets cannot exceed 50% of its adjusted shareholder equity determined pursuant to the applicable regulation;
•Brazilian financial institutions must comply with regulations aiming at preventing money laundering, terrorist financing and corruption;
•Brazilian financial institutions must implement policies and internal procedures to manage their financial information, operational and administrative systems, and their compliance with all applicable regulations;
•Brazilian financial institutions must implement a compensation policy for board members and officers, which should be consistent with the risk management policies in place. At least 50% of the variable compensation should be paid in shares or share-based instruments, and at least 40% of the variable compensation should be deferred for future payment in at least three years;
Segmentation of Brazilian Financial Institutions
CMN establishes five segments for financial institutions and other institutions authorized to operate by Central Bank for the purpose of proportional application of prudential regulation. The financial institutions are classified according to their exposure as a percentage of Brazilian GDP and international activity in one of the following Segments:
•Segment 1 – consisting of full service banks, commercial banks, investment banks, foreign exchange banks and saving banks with an exposure greater than or equal to 10.0% of Brazilian GDP or which exercise relevant international activity, regardless the exposure of the institution;
•Segment 2 – consisting of full service banks, commercial banks, investment banks, foreign exchange banks, saving banks and other institutions with an exposure greater than or equal to 1.0% and less than 10.0% of Brazilian GDP and by the other institutions with an exposure greater than or equal to 1% of Brazilian GDP;
•Segment 3 – consisting of institutions with an exposure greater than or equal to 0.1% and less than 1.0% of Brazilian GDP;
•Segment 4 – consisting of institutions with an exposure of less than 0.1% of Brazilian GDP; and
•Segment 5 – consisting of institutions with a size of less than 0.1% of Brazilian GDP, which are not multiple banks, commercial banks, investment banks, foreign exchange banks, saving banks or development agencies, and which use an optional simplified methodology for calculating the minimum reference equity requirement.
Restrictions on granting credit
Credit transactions involving related parties are subject to certain requirements set forth under the applicable law and regulations.
Brazilian financial institutions may generally only carry out credit transactions with related parties (as the concept is defined under the applicable regulation) subject to the compliance with certain requirements including that such credit transactions are carried out under market conditions and that the total amount of direct or indirect transactions with related parties may not exceed a certain percentage of the net equity adjusted pursuant the applicable regulation.
Fixed-Income Securities
Fixed-income securities are registered in the SELIC, in accordance with the provisions of CMN and the Central Bank regulation, which establishes the characteristics of maturity and profitability of the wide variety of government bonds.
Derivatives
We enter into derivative contracts to hedge our positions against price fluctuations on transactions with clients, or structural mismatches between our assets and liabilities. The derivatives market is regulated by CMN and Central Bank.
Asset Management
Only individuals or legal entities duly authorized by the CVM may act as managers of third-party assets. Financial institutions must segregate the management of third-party assets from their other activities. These institutions must appoint a manager as the agent responsible for the management and supervision of the assets, as well as a specialized technical department to carry out the asset management activities.
In 2002, the Central Bank introduced legislation requiring that fund managers mark to market their fixed-income securities and record the results of the securities fund portfolio at market value.
The CVM regulates investment funds and the professional activities related to securities portfolio management. The CVM defines securities portfolio management as the carrying out of professional activities related, either directly or indirectly, to the operation, maintenance and management of a portfolio of securities, including the investment of funds in the securities market on behalf of the investor.
The asset management industry is also self-regulated by ANBIMA, which approves supplementary rules and policies, mainly with regard to marketing and publicity.
Regulation of deposit accounts and credit facilities for individuals
Demand Deposit Accounts
Financial institutions must adopt procedures and controls that allow verifying and validating the identity and qualification of account holders and, where applicable, their representatives, as well as authenticity of the information provided by the client, including by comparing this information with those available in public or private databases, in a manner appropriate to the provisions for preventing money laundering and terrorist financing. The criteria for defining the information needed to identify and qualify account holders, as well as the control procedures adopted, must be formalized in specific documents by financial institutions.
The applicable regulation in question provides for specific rules regarding the content of the deposit account service contract and requires financial institutions, through the procedures and technologies used in opening, maintaining and closing deposit accounts, to ensure (i) the integrity, authenticity and confidentiality of the information and electronic documents used; and (ii) protection against unauthorized access, use, alteration, reproduction and destruction of electronic information and documents.
Real Estate Credit
The mortgage lending operations that we carry out in Brazil are regulated by Law No. 9,514, of November 20, 1997, which established the Real Estate Financing System (“SFI”), and helped stimulate the securitization of the real estate loan market in Brazil by addressing the deficiencies and limitations of the Clearance Financial System (“SFH”), created by Law No. 4,380, of August 21, 1964, as amended. In addition, other specific rules regulate the mortgage lending sector, which establishes certain criteria for granting mortgage financing and contracting mortgage financing by financial institutions and other institutions authorized to operate by the Central Bank.
Financing contracts in general
In general, financing contracts in Brazil are subject to the legislation applicable to any commercial transaction. Our financing contracts may also be subject to the Brazilian the consumer protection statute (Código de Defesa do Consumidor).
Payroll-deductible loans
With respect to payroll-deductible loans, we provide credit in accordance with specific laws and regulations, which (i) governs the granting of payroll-discount loans to employees under the Consolidated Labor Laws; (ii) regulates loans to federal civil servants; (iii) regulates the granting of loans to INSS retirees and pensioners.
INSS publish regulations relating to the rules governing payroll loans in order to ensure that controls over such loans are more effective as well as to combat fraud and commercial harassment by banks and financial institutions of retirees and pensioners.
This regulations prohibits financial institutions from engaging in the active marketing or making any commercial offer or proposal that attempts to convince social security beneficiaries to obtain a personal loan or credit card that are repaid through deductions in their social security benefits within 180 of the granting of such benefits. As a result of this measure, banks and financial institutions may not offer payroll loans until after the termination of this 180-day period.
This regulation also prohibits the contracting of payroll loans for a period of 90 days after the granting of social security benefits and that the prohibition may be lifted after the 90-day period at the election of the retiree, pensioner, or his or her legal representative.
Assignment of credit to third parties
CMN published rules governing (i) the assignment of credits to third parties and authorizes financial institutions and leasing companies to assign credits resulting from loans, financing and leasing operations to entities that are not members of the National Financial System; and (ii) the conditions for the assignment of credits to exclusive purpose corporations and to real estate credit securitization companies.
Regulations designed to ensure the soundness of the financial system
Restrictions on risk concentration
Brazilian legislation prohibits financial institutions from concentrating risk in a single entity or group of related entities. In particular, Brazilian legislation prohibits a financial institution from granting credit to any entity or group of related entities that, in the aggregate, is greater than or equal to 25% of Tier I of the financial institution’s reference equity. This limitation applies to any operation involving the granting of credit, including: (1) loans and advances; (2) guarantees; and (3) subscription, purchase and renegotiation of securities, subject to the certain exceptions set forth in the applicable regulation. Financial institutions are also limited in the total amount of the concentrated exposures to the maximum percentage of 600% of the Tier 1 of its reference equity (concentrated exposure is defined as the total exposure towards a client in an amount equal to or higher than 10% of the Tier 1 of the institution’s reference equity).
Regulation of the Integrated Risk Management structure
Financial institutions and certain other institutions regulated by the Central Bank are also subject to rules that require the implementation of structures and policies, relating to the structuring of a risk management and capital management framework. The required risk management framework includes:
•clearly documented risk management policies and strategies that establish limits and procedures for maintaining exposure to risks, in accordance with the levels set out in the Risk Appetite Statement (“RAS”), which documents the levels of risk appetite;
•effective processes for monitoring and reporting, in time, of exceptions to risk management policies, limits and levels of risk appetite;
•systems, routines and procedures for risk management;
•periodic assessment of the adequacy of the systems, routines and procedures mentioned in the item above;
•adequate policies, processes and controls to ensure the identification of risks inherent to: (a) new products and services; (b) relevant changes in existing products and services; (c) significant changes in the institution’s processes, systems, operations and business model; (d) hedging strategies and risk taking initiatives; (e) significant corporate reorganizations; and (f) change in macroeconomic perspectives;
•clearly documented roles and responsibilities for risk management purposes that establish assignments to the institution’s staff at its various levels, including outsourced service providers;
•stress testing program;
•continuous evaluation of the effectiveness of the risk mitigation strategies used, considering, among other aspects, the results of stress tests;
•clearly documented policies and strategies for business continuity management; and
•timely management reports to the Board of Directors, if any, the Risk Committee and the Executive Board on, among other issues, actions for risk mitigation and their effectiveness and stress test assumptions and results.
Internal controls and internal audit
Brazilian financial institutions are required to establish internal policies and procedures to control: (1) their activities; (2) their financial, operational and management information systems; and (3) compliance with applicable legislation and regulations. The executive boards of financial institutions are responsible for the implementation and development of an internal control structure through the establishment of control objectives and procedures at all levels of the institution, as well as for systematically verifying the adoption and compliance with the established internal procedures. These internal controls, irrespective of the size of the financial institution, should be effective and consistent with the nature, complexity and operating risks of the financial institution.
The internal control systems must be continuous and effective, defining control activities for all levels of business and for all risks to which the institution is exposed; integrate the routine activities of the relevant areas of the institution; and be periodically reviewed and updated.
Brazilian financial institutions must also implement and maintain internal audit activities that are compatible with their nature, size, complexity, structure, risk profile and business model. The activities should also meet the conditions necessary to independently and autonomously assess the quality and efficiency of the institution’s internal controls and processes, and risk management and corporate governance systems.
Compliance policy
Brazilian financial institutions and other institutions must implement and maintain a compliance policy that is compatible with the institution’s nature, size, complexity, structure, risk profile and business model. The policy should ensure the effective management of the financial institution’s risk in a way that is integrated with the other risks incurred by the institution. Among other things, the compliance policy should define: the objective of compliance and the scope of compliance at the institution; establish the position of the compliance department within the organizational structure; specify the allocation of a sufficient number of properly trained personnel, with the experience necessary to work in compliance; and establish a clear division of responsibilities for the individuals involved in compliance in order to avoid any potential conflicts of interest. The compliance policy should be approved by the board of directors.
Independent auditors and the Audit committee
Independent auditors
All financial institutions in Brazil are required to have their financial statements audited by independent auditors registered with the CVM and that meet the minimum requirements established by the Central Bank.
Financial institutions must replace the technical officer, executive officer, manager, supervisor and any other member that has a management role on the team involved with the audit work every five consecutive fiscal years. Former auditors may only be re-hired after a period of three fiscal years has expired since they last provided their service.
As a result of the audit work, the independent auditor should prepare the following reports: (1) audit report, issuing an opinion on the financial statements and the accompanying notes, including in relation to compliance with the financial regulations issued by the CMN and by the Central Bank; (2) an assessment report regarding the quality and adequacy of the internal control systems, including in relation to the electronic data processing and risk management systems, highlighting any weaknesses identified; and (3) a report of non-compliance with legal and regulatory provisions, regarding those that have or may have a significant impact on the audited financial institution’s financial statements or operations.
The independent auditors and the Audit Committee, when instated, individually or jointly, must formally communicate the existence or evidence of errors or fraud, including the following matters, to the Central Bank within three business days of their occurrence:
•non-compliance with legal and regulatory rules which may put the continuity of the institution at risk;
•fraud perpetrated by management;
•fraud relevant to the institution perpetrated by its employees or third parties; and
•errors that result in relevant inaccuracies in the institution’s audited financial statements.
The board of officers of the relevant financial institution must also communicate the occurrence, or suspicion of occurrence, of any of these events to its independent auditors and Audit Committee, if instated, within twenty-four hours from their identification.
Audit committee
According to the CMN, certain financial institutions are required to establish an internal audit committee.
This audit committee should be comprised of at least three members. Audit committee members of financial institutions may hold office for a maximum term of five years, although 1/3 of the committee members may have their office terms renewed for five more years. Former audit committee members may only be re-appointed after a period of three years has expired since they last held office. The number of members, appointment and removal criteria should be expressly stated in the institution’s bylaws or articles of association, whereas duties, compensation criteria and term of office should be stated in the institution’s internal rules. At least one member should have qualifying knowledgeable in the areas of accounting and auditing.
With regard to publicly traded and state-controlled financial institutions, at least one member of the audit committee must be a member of its board of directors not holding a position also as a member of the board of officers of the institution.
Among other duties the audit committee should prepare reports for every six-month period, which summary must be published together with its financial statements for the periods ending on June 30 and December 31. The audit committee must report directly to the board of directors of the institution, or, in its absence, to its board of officers.
Financial reporting and audit requirements
Brazilian legislation requires financial institutions to prepare their financial statements in accordance with specific standards established by the Brazilian Corporation Law and other applicable regulations, including COSIF. Each financial institution is required to have its financial statements audited every six months. The quarterly financial information, the preparation of which is required by CVM regulations, is subject to review by independent auditors.
Ombudsman
Financial institutions which have individuals or corporate entities classified as micro-business and small business as clients must establish an ombudsman office in order to ensure the strict fulfillment with legal norms and requirements relating to consumer rights and to mediate any conflicts between the financial institution, its clients and the users of its products and services. The ombudsman office is responsible for (1) serving as a last resort of an institution’s clients and users of its products and services where their demands have not been settled by the institution’s primary service channels; (2) acting as a communication channel between the institution, its clients and users of its products and services, including with respect to the mediation of conflicts; and (3) maintaining institution’s board of directors and board of officers, as applicable, informed with respect to its activities.
The structure of a financial institution’s ombudsman office must be compatible with the nature and complexity of its products, services, operations, processes and systems. In addition, in order to avoid conflicts of interests, the organizational structure of the ombudsman office must be separate from any other organizational division of the financial institution, such as the financial institution’s products and services division, risk management division and internal control division.
Recording and classification of sales or transfer of assets
CMN regulates the manner in which sales and transfers of assets are recorded, classified and disclosed in a financial institution’s accounting records. The accounting treatment for such transfers and sales are based upon the substantial transfer of risk criteria and, secondarily, transfer of control criteria.
Capital adequacy guidelines
Brazilian financial institutions are required to comply with guidelines established by the CMN and the Central Bank that are the equivalent to the Basel Committee on Banking Supervision’s (“BCBS”) guidelines, which include Basel II and Basel III, given risk and minimum capital adequacy requirements. Financial institutions must provide the Central Bank with the necessary information for it to carry out its oversight functions, which include control of changes in solvency and in capital adequacy.
The main objectives of the Basel II and Basel III directives are: (1) to improve the capacity of financial institutions to absorb shocks from the financial system or from other sectors of the economy; (2) to reduce the spread of risk from the financial sector to the real sector of the economy (systemic risk); (3) to assist in maintaining financial stability; and (4) to promote sustainable economic growth.
Brazilian financial institutions are subject to capital measurement and standards based on an index of RWA. The parameters of this methodology are similar to the international structure of minimum capital measures adopted by Basel II, except for certain differences (for example, Basel II requires banks to have a capital ratio that is proportional to RWA of at least 8.0%, whereas the Brazilian rules required a minimum capital of 8.625% of RWA in 2018 and 8.0% in 2019).
Basel III
The Basel III framework complements and amends Basel II and addresses:
•the methodology for calculating regulatory capital; and
•the methodology for calculating the capital maintenance requirement, adopting minimum requirements of regulatory capital; calculating Tier I Capital and Core Capital and the introduction of Additional Core Capital.
Pursuant to the Basel III guidelines, the capital adequacy ratio is calculated as the sum of Tier I and Tier II capital, Tier I being comprised of Primary Capital (less Prudential Adjustments) and Supplementary Capital (hybrid debt and equity instruments that meet the requirements set forth under CMN rules. Basel III restricts, for purposes of the breakdown of Primary Capital, the inclusion of financial instruments that do not demonstrate an effective capacity for the absorption of losses and requires a reduction of assets that, in certain circumstances, could affect the amount of the financial institution’s capital as a result of the low liquidity of its instruments, dependence on future earnings or difficulty in measuring amounts.
In accordance with the Basel III standards, the Central Bank also established Additional Core Capital, which is equivalent to the sum of the Core Capital Conservation Buffer, the Core Capital Counter Cyclical Buffer and the Systemically Importance Capital Buffer. The Central Bank regulations also establish the minimum requirements and calculation methods for each of these components of Additional Core Capital.
Basel III rules also provide for the implementation of a leverage ratio calculated by dividing the Tier I capital by a bank’s total exposure. In addition, at the start of 2015, the Central Bank issued new regulations governing the calculation and reporting of the leverage ratio of Brazilian financial institutions, in accordance with Basel III rules, and which came into effect in October 2015.
Credit Guarantee Fund (FGC)
The purpose of the FGC is to ensure the payment of amounts deposited in financial institutions in case of intervention, liquidation, bankruptcy or insolvency, as well as to contribute to the stability of the National Financial System and to the prevention of systemic bank crises. The FGC is financed, among others, by ordinary contributions granted by financial institutions in the amount of 0.01% of the total amount related to certain financial instruments, even if the respective credits are not actually covered by the ordinary guarantee.
Credit under the following instruments is guaranteed by the FGC up to a maximum of R$0.25 million per client against the same financial institution or all financial institutions within the same financial conglomerate. The credits represented by the following financial instruments are subject to the ordinary guarantee provided by the FGC: demand deposits, savings deposits, term deposits, deposits held in blocked accounts for check transactions (for the recording and control of resources related to providing payment services for wages, income, or retirement), bills of exchange, real estate notes, mortgage notes, real estate credit notes, agribusiness credit note and repurchase and resale agreements. In addition, since 2017, the total amount of such credits of each creditor against all of the associated financial institutions is subject to a global limit of R$1.0 million for each consecutive four-year period.
Credits of financial institutions and other institutions authorized to operate by the Central Bank, private pension entities, insurance companies, special savings companies, investment clubs and investment funds or financial instruments held by such entities are not afforded the protections offered under the FGC’s ordinary guarantee.
Subject to the criteria, limits, diversification requirements and terms and conditions established by its board of directors, the FGC can invest up to 50% of its net equity in (1) the acquisition of credit rights in financial institutions and leasing companies; (2) fixed interest rate assets issued by associated institutions, so long as they are based on credit rights that are or will be constituted with amounts of the respective applications; and (3) credit-linked transactions. All assets pursuant to such transactions are transferrable.
Central credit risk system
The Central Bank Credit Information System (Sistema de Informações de Crédito do Banco Central) (“SCR”), is the primary instrument used by the Central Bank to monitor financial institutions’ credit portfolios. Accordingly, the Central Bank plays an important role in ensuring the SFN’s stability and in preventing crises, providing more credit facilities for borrowers and greater transparency.
The SCR’s main objective is to provide the Central Bank with accurate and systematic information regarding credit transactions entered by financial institutions, with the objective of protecting the funds deposited by citizens. In addition, the SCR is used by financial institutions to assess their clients’ ability to pay, provided financial institutions obtain specific authorization from their clients.
In connection with the SCR, financial institutions provide information regarding the value of any credit transactions, including whether payments have been made as due or whether there are payments in arrears and amounts regarding guarantees or sureties provided by financial institutions to their clients. CMN Resolution No. 5,037, dated September 20, 2022 establishes that information regarding credit transactions should be provided to the Central Bank with the scope of the SCR.
Prevention and combating of money laundering and terrorist financing
In accordance with Law No. 9,613 of March 3, 1998, as amended (“Law No. 9,613/1998”), which regulates the prevention of crimes of “money laundering” or concealment of assets, rights and valuables, financial institutions are required to:
•identify and keep the registration information of its clients updated;
•keep records of operations involving national or foreign currency, bonds and securities (“TVM”), credit securities, metals or any other asset that can be converted into cash;
•maintain internal controls and consolidated records, which allow verifying the client’s identity, the compatibility between the movement of resources, economic activity and financial capacity;
•follow up and monitor the operations or proposals carried out by clients, with a view to detecting situations that, due to their characteristics (form of realization, parties involved, frequency values, instruments used or lack of economic or legal basis) may indicate the existence of evidence money laundering or artifice to circumvent the established control mechanisms; and
•communicate to the competent authorities (without the client’s knowledge) the signs of money laundering detected and of operations carried out in kind, above the amount defined by the Central Bank.
In addition, Law No. 9,613/1998 also established the COAF. The main role of COAF is to promote cooperation among the Brazilian governmental bodies responsible for implementing national anti-money laundering policies, in order to stem the performance of illegal and fraudulent acts. Their activities also include imposing administrative fines and the issuance of rules (regarding anti money laundering and terrorist financing) applicable to those that are not subject to regulatory oversight by any other authority. Besides that, COAF also examinates and identifies suspected illegal activities pursuant to Law No. 9,613/1998.
Law No. 13,260 of March 16, of 2016, defined the crime of terrorism as the act, by one or more individuals, of using means able to cause damage or promote massive destruction, among other hypothesis, for reasons of xenophobia, discrimination or prejudice related to race, color, ethnicity, and religion, when committed for the purpose of causing social or widespread terror, endangering individuals, heritage, social peace or the public order. Although such law did not impose upon financial institutions the obligation of adopting internal procedures and mechanisms to prevent terrorism financing, due to best practices, specific regulation and international efforts, Brazilian financial and payment institutions must comply with specific regulation to avoid terrorist financing.
The Central Bank regulated Law No. 9,613/1998 and sets out the specific procedures for identifying clients, suppliers, employees and partners; registration of transactions; monitoring and communications to COAF; doing business with politically exposed individuals; relationship with financial institutions and correspondents abroad; employee training; and appointment of an officer responsible for implementing and complying with measures related to preventing and combating money laundering.
The Central Bank also requires that its regulated institutions must keep a record of all operations carried out, products and services contracted, including withdrawals, deposits, contributions, payments, receipts and transfer of funds, and such record must contain certain minimum information at least the following information about each operation: (i) type; (ii) value, when applicable; (iii) date of execution; (iv) name and registration number with the taxpayer identification number (CPF or CNPJ) of the holder and the beneficiary of the operation, in the case of a person resident or headquartered in Brazil; and (v) channel used, and additional information, for cases involving (a) individuals or legal entities located abroad without a mandatory taxpayer identification number (CPF or CNPJ), and (b) operations carried out in cash at an individual value greater than R$2,000. In the case of transactions related to payments, receipts and transfers of funds, by any means, institutions must include in the records mentioned above the information necessary to identify the origin and destination of the funds.
Brazilian financial institutions must develop and implement (locally and in their respective branches and subsidiaries abroad) internal policies and control systems that: (i) identify the responsibilities for the compliance with the obligations set forth thereunder; (ii) define the procedures relating to the evaluation and previous analysis of new products and services, as well as the adoption of new technologies, in light of the risk of money laundering and financing terrorism; (iii) adopt an internal risk assessment procedure and evaluate the effectiveness of procedures adopted; (iv) verify compliance with the policy, procedures and controls, as well as identify and correct any identified deficiencies; (v) promote the organizational culture of prevention of money laundering and terrorism financing, encompassing employees, commercial partners and service providers; (vi) select and engage employees and service providers, taking into consideration the risk of money laundering and terrorism financing; and (vii) promote employee capacitation about prevention of money laundering and terrorism financing, including the employees of correspondents of the financial institution in Brazil.
In addition, such internal policies and control systems shall encompass measures to enable financial institutions to (i) confirm the client identifications; (ii) identify ultimate beneficiaries of transactions; and (iii) identify politically exposed persons (as defined under the applicable regulation).
The Central Bank also establishes procedures for compliance with sanctions imposed by United Nations Security Council resolutions, including the unavailability of assets of natural and legal persons and entities, and the national designation of persons investigated or accused of terrorism, their financing or related acts. Institutions must monitor the determinations of unavailability issued by the United Nations Security Council with a view to their immediate compliance, regardless of communication from the Central Bank. Institutions authorized to operate by the Central Bank must immediately report to the Central Bank, the Ministry of Justice and Public Security and COAF asset unavailability and attempts to transfer assets related to legal entities or entities sanctioned by the United Nations Security Council resolution.
Due to the increase of fraudulent transactions in Brazil in the last years, especially after the implementation of PIX and SPI in Brazil, the Central Bank enacted regulation providing for procedures and controls to prevent fraud on the provision of payment services by financial institutions and other institutions authorized to operate by the Central Bank. The regulator established that such institutions must impose a threshold of R$1,000 (one thousand reais), per client, for transactions carried out between 8 p.m. to 6 a.m., regardless of the payment mean (PIX, credit cards, electronical transferences, etc.). However, such limitation may be changed by the client through specific channels of the financial institutions, subject to the client’s risk profile assessed by the institution. Furthermore, payment institutions that operate as acquirers must pay especial attention when anticipating receivables originated from transactions carried out during the referred period.
Preventing and combating corruption
Law No. 12,846, of August 1, 2013 (“Law No. 12,846/2013”), regulates the administrative and civil liability of legal persons that engage in acts against the national and foreign public administration and establishes that corporations are subject to strict liability (irrespective of negligence or willful misconduct) to the extent they are involved in corruption in any manner. In addition, Law No. 12,846/2013 encompasses other unlawful acts that are contrary to Brazilian or foreign public administration, such as bidding fraud (fraude à licitação) and obstruction of justice. Law No. 12,846/2013 provides for strict penalties applied pursuant to administrative and judicial proceedings, including orders of liquidation and prohibition to access public financing.
Positive Credit Score
Brazilian law regulates databases that contain credit performance information for individuals and companies.
Each Brazilian may have a credit performance, score, determined according to the payment of their debts. Integration is automatic, with the possibility for the consumer to choose not to participate. The credit record includes information on credit operations paid or in progress.
For the purposes of composing the note or score of a person registered in the positive register, information not linked to credit risk analysis and those related to social and ethnic origin, health, genetic information, gender, political, religious and philosophical convictions cannot be used, among others.
Transfer of Client Data by Financial Institutions to Database Managers
Brazilian law regulates the formation and consultation of databases with information on the default rate of individuals or companies, for the formation of credit history.
CMN determines that the history of the following operations must be provided: (i) credit operations; (ii) leasing operations; (iii) self-financing operations carried out through consortium groups; and (iv) other operations with credit granting characteristics.
In addition, CMN defines the criteria for the registration of database managers, such as the identification of individuals and legal entities that make up the database administrator’s control group, as well as the designation of responsible director for the management of the database and the director responsible for the information security policy.
Regulatory Matters in the US
Inter&Co Payments, Inc.
A Money Service Business licensed in 43 states and one Authority to do business, which handles international money remittances for Inter Clients and provides digital wallet solutions in the U.S, with headquarters in California and incorporated and registered with the California Secretary of State. Inter&Co Payments is registered as a Money Services Business (MSB) with the Financial Crimes Enforcement Network (FinCEN), the administrator of the Bank Secrecy Act (BSA) that requires many financial institutions, including MSBs, to keep records and file reports on certain transactions to FinCEN, MSBs must comply with the 31 CFR Chapter X, this chapter is comprised of a General Provisions Part and separate financial institution specific Parts for those financial institutions subject to FinCEN and also comply with the US Patriot Act that helps to deter and punish terrorist acts in the United States and around the world. FinCEN delegates the authority to the Internal Revenue Service (IRS) to oversee the MSBs for compliance with BSA Requirements. Another Federal regulator is the Consumer Financial Protection Bureau (CFPB), an agency of the United States government responsible for consumer protection in the financial sector which implements and enforces federal consumer financial laws to ensure that all consumers have access to markets for consumer financial products and services that are fair, transparent, and competitive. Inter&Co Payments, Inc. is also Regulated by State Agencies that supervise a variety of financial services, products and professionals. The State Agencies oversee the operations of state-licensed financial institutions, including banks, credit unions, money transmitters, issuers of payment instruments and travelers checks, and premium finance companies.
Inter&Co Securities:
Inter&Co Securities is a company currently approved for membership with the Financial Industry Regulatory Authority (FINRA), which will handle brokerage services for Inter clients investing in US markets. Inter&Co Securities is registered as a broker-dealer with the Securities and Exchange Commission and regulated by FINRA.
Regulations affecting liquidity in the Brazilian financial market
Reserve requirements and other requirements
Along with other requirements, the Central Bank imposes a number of compulsory deposits on financial institutions and uses these reserves as a mechanism to control the liquidity of the financial system in order to effect monetary policy and mitigate risk. Reserves managed by the Central Bank include:
On-demand funds
Generally, banks and other financial institutions are required to deposit 21% of the average amount of the deposit less R$500 million in accordance with applicable Central Bank regulation.
Multi-purpose banks (bancos múltiplos) with commercial portfolios, commercial banks and the Caixa Econômica Federal (a Brazilian government-owned bank) are required to maintain investments in credit operations directed at the low-income population and micro entrepreneurs. The amount of the investments must be equal to at least 2% of the average of the balance of demand deposits.
Savings deposits
The Central Bank imposes a reserve requirement of 20.0% for savings deposits. In addition, a minimum of 65.0% of the total amount of savings deposits held by members of the Brazilian Savings and Loans System (Sistema Brasileiro de Poupança e Empréstimo) must be allocated to real estate financing.
Term deposits
Banks are subject to a mandatory reserve requirement based on the value of their term deposits as provided in the applicable regulation. The amounts subject to this reserve requirement are deposited in cash in a specific account and part of these deposits bear interest at a SELIC rate.
Interbank Deposit (“DI”)
A DI is an instrument designed to facilitate the exchange of reserves between financial institutions. The issuance and transmission of the DI is carried out exclusively in a nominative and book-entry form, without any certificate, and is registered and settled through the CETIP UTVM Segment of B3. DIs are regulated by CMN.
Foreign currency and gold exposure
Financial institutions are not permitted to have a total consolidated exposure to foreign currencies and gold of more than 30% of their reference equity.
Foreign currency deposits
CMN regulates operations on the foreign exchange market.
Taxation
Taxation of financial transactions
In general, financial transactions carried out in Brazil are subject to withholding income tax (“IRRF”) (which may be levied definitively or as a prepayment) and to a Tax on Financial Operations (Imposto Sobre Operações Financeiras or “IOF”). Income from financial operations earned by Brazilian companies is also subject to taxation under a contribution to the Social Integration Program tax (Programa de Integração Social or “PIS”) and the Social Contribution on Turnover tax (Contribuição para Financiamento da Seguridade Social or “COFINS”). In addition, income from financial transactions should be included in the calculation basis of the IRPJ and CSLL.
The following is a brief explanation of the methodology used to calculate each of these taxes, taking into account specific provisions applicable to financial institutions.
IRPJ/CSLL
For financial institutions, income and gains resulting from financial operations should also be included in the calculation basis of IRPJ and CSLL. In general terms, IRPJ is levied at a rate of 15%, plus an additional 10% on the portion of taxable income that exceeds the amount of R$20 thousand per month or R$240 thousand per year. CSLL is levied on net income, before accounting for IRPJ. For the period between September 2015 and December 2018, and since March 2020, the government established a 20% rate for CSLL applicable to banks. However, the Brazilian government enacted Provisional Measure N. 1,034 (published on March 1, 2021 and converted into Law No. 14,183/21), increasing the CSLL rate applicable to financial institutions referred therein. In the case banks, the CSLL rate was increased to 25% until December 31, 2021, being reduced to 20% as of January 1, 2022.
IOF
IOF is a tax on credit, foreign exchange and insurance operations and transactions in relation to securities. The IOF rate varies according to the type of operation and may be amended by means of a decree from the Executive Branch (which may come into effect as of the date of its publication). There is no need for the National Congress to enact legislation, provided that the limits imposed by the Legislature are respected.
The following table sets forth a summary of the main IOF tax rates for different types of transactions. For a more detailed analysis, investors should consult their tax advisors.
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Rates Applicable (1) |
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| Foreign Exchange Transaction
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IOF/Foreign Exchange: zero to 6.38% (depending on the transaction). Maximum rate: 25% |
| Insurance Transaction |
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IOF/Insurance: zero to 7.38%. Maximum rate: 25% |
| Loans and Credit Transaction
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IOF/Credit: 0.0082% (individuals) or 0.0041% (legal entities) a day, until it reaches 365 days, plus 0.38%. Maximum rate: 1.5% a day |
| Securities Transactions |
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IOF/Securities: zero to 1.5% as a general rule. Maximum rate: 1.5% a day |
The rates may be altered by decree enacted by the Brazilian government, up to the maximum rate. The decree may come into effect on the date on which it is published.
PIS and COFINS
Financial institutions are subject to the cumulative calculation of PIS and COFINS at rates of 0.65% and 4.0%, respectively. Also, with regard to financial institutions, it is possible to deduct from the calculation basis of PIS and COFINS the expenses related to banking activities rendered, among other expenses provided by law.
The calculation of PIS and COFINS applicable to financial institutions is not the same as the non-cumulative calculation applicable to other legal entities with respect to the ability to apply register and discount tax credits of said contributions.
Tax on services
The Service Tax (Imposto Sobre Serviços de Qualquer Natureza) (“ISS”), is generally charged on the price of services rendered (for example, banking services) and, as a rule, is charged directly by the municipality where the service provider is located. In our case, given our digital platform, ISS is collected in the municipality in which our head office, deemed as the services provider, is located, where all approvals occur and where the contracts with clients are deemed to have been entered into. The tax rates vary from 2% to a maximum of 5% depending on the municipality where the service is provided and on the nature of the service provided. In Belo Horizonte, the municipality of our head office, the rates vary from 2.0% to 5%, depending on the nature of the service provided.
Privacy and data protection
Civil rights framework for the internet
Law No. 12,965/2014 (“Civil Rights Framework for the Internet”), which was enacted on April 23, 2014 and came into effect on June 23, 2014, and Federal Decree No. 8,771/2016 establish principles, rules, guarantees, rights and duties for the use of the Internet in Brazil.
User privacy protection
The content of private communications via electronic media enjoy the same privacy protection that had been previously guaranteed for traditional means of communication, such as letters and telephone conversations, among others. In addition, we also provide client service through digital tools. The service is provided by specialized managers who exchange instant messages by cell phone or through our internet banking, all in a password protected and secure environment.
Banking secrecy
Financial institutions are required to maintain the confidentiality of the banking operations and services provided to their clients.
In accordance with the applicable law, the only circumstances in which information relating to clients, services or operations of Brazilian financial institutions or credit card companies may be disclosed to third parties are as follows: (1) exchange of information between financial institutions, for registration purposes, including through risk centers, in accordance with rules established by the CMN and the Central Bank; (2) the provision of information contained in the register of issuers of bounced checks and of debtors in default to credit protection entities, in accordance with rules established by the CMN and the Central Bank; (3) the provision of the information necessary to identify taxpayers and the overall amounts of their transactions under the conditions and within the time limits that may be established by the Brazilian Ministry of Finance, provided by the institutions responsible for withholding and payment of the contribution to the Brazilian tax authorities; (4) communication to the proper authorities regarding criminal or administrative offenses, including providing information regarding transactions involving funds resulting from criminal activity; (5) the disclosure of confidential information with the express consent of the interested parties; (6) the carrying out of transactions and the provision of information to the Central Bank in the performance of its duties; (7) information to be provided to the judicial and legislative branches within the confines of a dispute and in accordance with the constitutional and legal authority; (8) information provided to the Brazilian tax authorities in the frequency and value limits as determined by the executive branch; (9) information provided to tax agents provided that it is regarded as essential by the appropriate authority in an administrative proceeding; and (10) information provided to the Central Bank or the CVM upon the filing of an administrative proceeding with the court’s authorization or when there is a crime or suspicion of a crime.
In addition, financial institutions may provide financial and payment data related to the credit transactions and payment obligations of their clients to database managers, for credit history purposes, subject to compliance with the law’s requirements.
The Central Bank or the CVM may exchange information with foreign government authorities in accordance with a specific treaty.
The Brazilian and U.S. governments entered into an agreement on March 20, 2007, establishing rules for the exchange of tax information (“2007 Agreement”). Under the terms of the 2007 Agreement, the Brazilian tax authorities were authorized to send the information received pursuant to the applicable law to U.S. tax authorities.
In March 2010, the United States issued the Foreign Account Tax Compliance Act (“FATCA”), which, among other purposes, sought to foster the automatic exchange of financial information. In order to facilitate the exchange of information, a number of bilateral agreements were signed implementing the exchange of information between governments. The U.S. and Brazil entered into the Intergovernmental Agreement and which subjected Brazilian financial institutions to FATCA. Beginning in September 2015, U.S. and Brazilian have exchanged financial information from June 30, 2014 onward.
In 2014, the Organization for Economic Co-operation and Development, in the context of the Global Forum for Transparency and Exchange of Tax Information, in which Brazil participates, drafted the Common Reporting Standard (“CRS”), a standard for the exchange of information to be adopted by the adhering jurisdictions.
Data Protection Law
The Brazilian Data Protection Law, i.e., Law No. 13,709 (as amended, the “LGPD”) provides for the rules and regulations applicable to the processing of personal data, including rules and regulations governing activities such as the collection, processing, storage, use, transfer, sharing and erasure of information concerning identified or identifiable natural persons.
The LGPD is applicable to any and all operations related to any form of processing of personal data, with brief exceptions provided by law, such as the case of processing for exclusively private and non-economic purposes, or journalistic, artistic, or public security, and if extends to individuals and public and private entities, regardless of the country where they are based or where the data is hosted. The LGPD is also applicable if (i) data processing takes place in Brazil; (ii) the data processing activity is intended to offer or provide goods or services to or process data from individuals located in Brazil; or (iii) the data subjects are located in Brazil at the time their personal data are collected. The LGPD is applicable regardless of the industry or business when dealing with personal data and is not restricted to data processing activities carried out through digital media and / or on the internet. LGPD also creates and establishes the competencies of the National Authority of Data Protection (“ANPD”).
ANPD, among others, has the following attributions: (i) to guarantee the protection of personal data, in accordance with the law; (ii) deliberate, at the administrative level, definitively, on the interpretation of the LGPD; (iii) supervise compliance and assess penalties in the case of data processing performed in violation of the LGPD; (iv) implementing simplified mechanisms to register complaints about the processing of personal data in violation of the LGPD; and (v) inform the competent authorities of the criminal offenses that they become aware of. The authority of ANPD prevails over any other authority regarding the protection of personal data.
Cybersecurity
CMN issued regulates cybersecurity and cloud storage policies applicable to financial institutions. Financial institutions must follow certain cyber risk management and cloud outsourcing requirements that apply to the design and adaptation of internal controls. Data location and processing may occur inside or outside of Brazil, but in case of data location and processing abroad, the relevant contract may not create hurdles for the performance of supervision activities by the Central Bank and the financial institution must have in place a contingency plan in case of termination or impossibility of provision of the services. In addition, there must be an agreement for the exchange of information between the Central Bank and the supervisory authorities of the countries where the services may be provided (in case there is no such agreement, the Central Bank must approve in advance the engagement of the relevant foreign service provider by the financial institution).
Credit Cards
Brazilian banking regulations include specific rules regarding the charging of credit card fees, the dissemination of information in credit card monthly bills and the obligation to provide a package of basic credit card services to clients.
In addition, certain restrictions apply to revolving credit lines granted under credit cards that may only be granted to clients until the due date of the following credit card monthly bill. After this date, financial institutions must offer clients alternative financing under conditions that are more favorable than those typically found in the credit card market. Banks are prohibited from financing the outstanding balance of credit invoice and other post-paid payment instruments in the form of revolving credit, of amounts already paid in installments.
Nevertheless, clients may transfer a credit or financial leasing transaction from one institution (original creditor) to another (proposing institution). Such transfers must comply with the specific rules established by the Central Bank and CMN including, among others, the requirement that the amount and term of the outstanding balance at the receiving financial institution must not be higher than the amount due and remaining of the credit operation subject to portability on the date of transfer resources.
Furthermore, the Central Bank regulates the terms and conditions that we and other institutions must comply with upon the opening, maintaining and closing payment accounts and increasing or decreasing of the credit limits of our clients, as well as established additional information that must be included in credit card monthly bills.
Cancellation of banking license
Penalties may be imposed on a financial institution under certain circumstances including the cancellation of its license to operate and/or carry out foreign exchange transactions. Such circumstances include, for example, serious infractions that produce any of the following affects: (i) cause damage to liquidity, solvency or health or assue any incompatible risk with the asset structure of financial institution; (ii) contribute to generate indiscipline in the financial market or to affect the stability or regular function of the National Financial System, the Consortium System, the Brazilian Payment System or the capital market; and severely afect the purpose and continuity of activities or operations within the scope of systems indicated in the item (ii); and (iv) hinder the identification of the real patrimonial or financial situation of the financial institution, and justify the application of the precautionary measures provided in the applicable regulation.
In addition, the Central Bank may cancel a financial institution’s authorization to operate upon verification (1) that the bank has not regularly performed transactions that are considered essential under the terms of the applicable rules for the types of institutions set forth under the applicable regulation; (2) of operational inactivity; (3) that the financial institution is not located at the address provided to the Central Bank; (4) that the financial institution has not provided to the Central Bank information statements required by the regulations in effect, without justification, for a period of more than four months; (5) noncompliance with the business plan set forth in the applicable regulation. The cancellation of a banking license can only occur following the appropriate administrative procedures.
Bank reserves accounts
We maintain a bank reserve account at the Central Bank the applicable regulation, which requires that banking financial institutions (such as commercial banks, multiple banks with a commercial portfolio and for the savings and loans banks) maintain a bank reserve account.
Institutions that have bank reserve accounts are required to take part in the reserve transfer system (STR) for the settlement of interbank transfers.
The participants of the STR must maintain an updated register of monitors, which must be available for contact, daily, from 30 minutes before STR’s opening time (6:30 am) and ending 30 minutes after it closes. Included in this monitoring is the tracking of instructions and settlement of orders issued within the system.
Foreign investment and the Brazilian Constitution
Foreign banks
The Federal Constitution prohibits foreign financial institutions from establishing new branches, unless duly authorized by the Brazilian government. A foreign financial institution which is duly authorized to operate in Brazil by means of a branch or subsidiary will be subject to the same rules, regulations and requirements that are applicable to any Brazilian financial institution.
According to the Brazilian Constitution, Article 52 of the Transitory Constitutional Provisions Act, the following are prohibited: (1) the establishment, in Brazil, of new branches of financial institutions domiciled abroad; and (2) any increase in the percentage equity interest of individuals or legal entities – that are domiciled abroad or are residents abroad – in the capital stock of financial institutions headquartered in Brazil. This restriction does not apply to authorizations resulting from international agreements, reciprocity or that are in the national interest.
As Indicated above, the Article 52 of the Transitory Constitutional Provisions Act prohibited the establishment, in Brazil, of new branches of financial institutions domiciled abroad, unless with the prior authorization of the Central Bank and by decree issued by the executive branch (Article 18 of the Law No. 4,595).
However, the Decree No. 10,029 transferred to the Central Bank the authority to recognize in interest of the Brazilian Government the installation, in Brazil, of new branches of financial institutions domiciled abroad. In this sense, Central Bank has issued regulation that recognizes all foreign participation in the capital of Brazilian institutions, provided that the requirements and procedures for constitution, authorization for operation, cancellation of authorization, changes are observed control and corporate reorganizations of financial institutions, as provided for in the current regulations, as applicable.
However, the Decree No. 10,029 transferred to the Central Bank the authority to recognize in interest of the Brazilian Government the installation, in Brazil, of new branches of financial institutions domiciled abroad.
Consumer Protection
CMN regulates the relationship between financial institutions and their clients. In this context, CMN established criteria related to risk prevention in the contracting of financial transactions and in the provision of services by financial institutions, imposing conditions to be observed in the relationship with the consumers of banking services and products. CMN also that financial institutitos must conduct their activities in compliance with the principles of ethics, responsibility, transparency, and diligence, providing for the convergence of interests and the consolidation of an institutional image of credibility, security, and competence in their relations with clients and users of their products and services. For such, they must ensure: (i) customization of the products and services offered or recommended to the needs, interests and objectives of clients and users; (ii) integrity, compliance, reliability, security and confidentiality of the transactions carried out, as well as the legitimacy of the contracted operations and the services provided; (iii) provision, in a clear and accurate manner, of the information necessary for the free choice and decision-making by clients and users, including explicit rights and duties, responsibilities, costs or encumbrances, penalties and any risks existing in the execution of transactions and in the provision of services; (iv) use of clear, objective and appropriate wording to the nature and complexity of the transaction or service, in contracts, receipts, extracts, vouchers and documents intended for the public, in order to allow the understanding of the content and the identification of deadlines, values, charges, fines, dates, places and other conditions; (v) identification of end-users who are beneficiaries of payments or transfers in statements and extracts of deposit accounts and prepaid payment accounts, including in situations where the relevant payment services involve institutions participating in different payment arrangements; (vi) forwarding of a payment instrument to the client’s or user's domicile or its authorization only as a result of their express request or authorization; and (vii) timeliness and lack of unreasonable barriers, criteria or procedures to: (a) meet requests from clients and users, including the provision of contracts, receipts, extracts, vouchers and other documents and information relating to transactions and services; (b) terminate contractual relationships related to products and services, including the cancellation of contracts; and (c) transfer relationships to other institutions, as applicable.
Additionally, the Federal Superior Court (“STJ”) has held that the general Brazilian consumer protection statute (Law No. 8.078 or Consumer Protection Code) also applies to transactions between financial institutions and their clients.
Insolvency laws relating to financial institutions
Financial institutions are subject to intervention and extrajudicial liquidation by the Central Bank, as well as special for bankruptcy proceedings. Intervention and extrajudicial liquidation may occur when the Central Bank determines that a financial institution is in a precarious financial condition or as a result of the occurrence of events that may affect creditors. These measures are imposed by the Central Bank in order to prevent the entity from going bankrupt.
Intervention
The Central Bank may intervene in the operations of a private and public non-federal financial institution, if the entity suffers losses, resulting from bad administration, which subject material risk to creditors or if the institution is frequently in violation of the provision of the banking applicable regulations and the violation is not regularized after the determination of the Central Bank. The Central Bank may also intervene in order to avoid the liquidation of the financial institution.
Starting from the date on which it is enacted, the intervention will automatically (1) suspend the enforceability of payment obligations, (2) prevent the early termination or maturity of any obligations and (3) freeze existing deposits as of the date on which the intervention came into effect.
Intervention may also be enacted at the request of a financial institution’s management if so set forth in the financial institution’s bylaws.
Intervention will cease when, at the determination of the Central Bank (in its discretion), the entity’s situation is stabilized, or when the extrajudicial liquidation or bankruptcy of the entity is enacted if the interested parties undertake to continue the financial institution’s economic activities, providing the necessary guarantees.
Extrajudicial liquidation
Extrajudicial liquidation is an administrative proceeding decreed by the Central Bank (applicable to private and public non-federal financial institutions) and conducted by a liquidator appointed by the Central Bank. This extraordinary measure seeks to terminate the operations of the affected financial institution, liquidating its assets and settling its liabilities, similar to a judicially decreed bankruptcy.
The administrative liquidation of any financial institution (except financial institutions controlled by the Brazilian government) may be carried out by the Central Bank, when:(1) the financial institution’s debts are not generally honored when due; (2) when the management seriously violates the legal and statutory rules governing the activitiy of the institution as well as the determinations of the National Monetary Council or the Central Bank of Brazil, in the use of its legal attributions; (3) the financial institution has incurred losses that could abnormally increase the exposure of the unsecured creditors; (4) the management of the financial institution concerned has materially breached Brazilian banking laws or regulations; (5) upon cancellation of the financial institution’s authorization to operate, if the institution has not initiated liquidation within a period of 90 days, or when it has initiated liquidation and the Central Bank has determined that delays in its administration may result in losses to creditors; or (6) the upon a petition from the institution’s management if the institution’s if so provided in the institution’s bylaws or at the proposal of the administrator upon providing justification.
The extrajudicial decree will result in the following effects: (1) suspend the actions or prevent the rights and interests relative to the charging of the liquidating institution such that no other action or execution can be brought during the liquidation; (2) encourage the early termination of the institution’s obligations; (3) interrupt the limitation period relative to the obligations undertaken by the institution; (4) non-compliance with penalty clause established in overdue unilateral agreements resulting from the declaration of the extrajudicial liquidation; (5) reduce interests, against a bankrupt estate, until the date when the debts are fully paid; and (6) no request of monetary adjustment for any passive amounts or financial sanctions for violations of criminal or administrative legislation.
The extrajudicial liquidation proceedings may be terminated (a) if the financial institution is declared bankrupt; or (b) by a decision of the Central Bank under the following circumstances: (1) payment of all unsecured creditors; (2) change in the institution’s purposes to an economic activity that is not part of the Nacional Financial System; (3) a change of control of the financial institution; (4) conversion into ordinary liquidation; (5) depletion of assets owed by the financial institution, through the distribution of income to the creditor, irrespective of whether all creditors have been repaid; or (6) the remaining asset is deemed by the Central Bank illiquid or difficult to realize.
RAET
In addition to the abovementioned procedures, the Central Bank may also establish the special temporary management system (Regime de Administração Especial Temporária) (“RAET”), which is a less restrictive form of Central Bank intervention, in private and public non-federal institutions, and which enables the institutions to operate in the ordinary course.
The RAET may be imposed by the Central Bank under the following circumstances:(1) the financial institution continuously carries out transactions contrary to the economic and financial policies established by federal legislation; (2) the financial institution does not comply with the mandatory reserve requirement rules; (3) the financial institution has operations or is subject to conditions that require intervention; (4) reckless or fraudulent management; (5) the financial institution faces a shortage of assets; and (6) the occurrence of any of the above described events that results in the declaration of an intervention.
The main purpose of the RAET is to help maintain the financial institution’s solvency and financial condition under special administration. The RAET, therefore, does not affect the day-to-day business operations, obligations or rights of the financial institution, which continue in the ordinary course.
There is no minimum term for a RAET, which may cease upon the occurrence of any of the following events: (1) acquisition by the Brazilian Government of control of the financial institution; (2) a corporate restructuring, merger, spin-off or transfer of control of the financial institution, (3) at the Central Bank’s discretion; or (4) upon declaration of the extrajudicial liquidation of the financial institution.
Bankruptcy Law
Law No. 11,101 of February 9, 2005, as amended (“Bankruptcy Law”), provides for judicial reorganizations, extrajudicial reorganizations and the bankruptcy of individuals and legal entities and is only applicable to financial institutions in relation to matters that are not specifically regulated by the intervention and extrajudicial liquidation regimes.
Bill about resolution regimes for regulated institutions
On December 23, 2019, the Central Bank submitted to the Brazilian Congress a bill of complementary law that, among others, aims at regulating new resolution regimes for financial institutions, insurance companies and other institutions subject to the supervision of the Central Bank, SUSEP and CVM. The bill is in line with international standards established by the Financial Stability Council (FSB) after the 2008 financial crisis.
In lieu of the current regimes (intervention, extrajudicial liquidation and RAET), the bill proposes two new resolution regimes: (i) the Compulsory Settlement Regime, in which the non-systemic institution will be removed from the System National Financial System through a more efficient and faster process than the current regimes; or (ii) the Stabilization Regime, which will mitigate the risk of a systemic crisis involving a relevant institution or activity in the National Financial System, allowing the essential activities of the bank to continue to be developed through, among other measures, the conversion of certain rights of creditors against the capital bank (bail-in).
According to the Central Bank, the objective is to create more effective and modern solutions for problematic institutions, while still protecting the performance of the economy and providing stability to the financial system. If approved, the new regime should come into effect within 180 days of its publication.
Reimbursement of creditors in the case of liquidation or bankruptcy
In the case of extrajudicial liquidation or bankruptcy of a financial institution, creditors are paid according to priority and privilege. The credits prior to the filing are paid proportionally in the following order: labor claims of up to 150 minimum wages (salários mínimos) per labor creditor; secured credits; tax credits; unsecured credits; contractual fines and monetary penalties for violation of administrative or criminal laws, including those of a fiscal nature; and subordinated credits.
Brazilian legislation mandates the establishment of the FGC fund to guarantee the payment of funds deposited in financial institutions in the vent of intervention, liquidation, bankruptcy or insolvency. The FGC is financed by ordinary contributions made by financial institutions in an amount up to 0.01% of the total amount of outstanding balances of the accounts corresponding to the guaranteed obligations, and certain special contributions. Delays in the making of these contributions subjects the financial institution to a fine of 2% of the value of the contribution.
The total amount of credit in the following forms will be guaranteed by the FGC up to a maximum of R$250 thousand per client: demand deposits, savings deposits, time deposits, deposits held in blocked accounts for check transactions (for the recording and control of resources related to providing payment services for wages, income, or retirement), bills of exchange, real estate bills, mortgage bills, real estate credit bills and repurchase and resale agreements. However, the total amount of such credits of each creditor against all of the associated financial institutions is subject to a global limit of R$1.0 million for each consecutive four-year period since 2017. Moreover, regarding special guarantee, credits are protected from time deposits without issuing a certificate held by an individual against a financial institution or against financial institutions of the same financial group up to a maximum amount of R$400 million in transactions whose credit holder is an institution associated with the FGC and up to a maximum amount of R$40 million for the other holders.
Credits of financial institutions and other institutions authorized to operate by the Central Bank, private pension entities, insurance companies, special savings companies, investment clubs and investment funds and institutional investors resident or domiciled abroad held by such entities are not afforded the protections offered under the FGC’s ordinary guarantee.
In addition, two laws affect the priority of payment to creditors of Brazilian banks in the case of insolvency, bankruptcy or the like. Law No. 9,069, dated June 29, 1995, confers immunity from attachment on compulsory deposits held by financial institutions with the Central Bank. Such deposits cannot be subject to claims in lawsuits by the general creditors of a bank for the payment of debts. Law No. 9,450/1997 requires that the assets of any insolvent bank financed by loans made by foreign institutions be used to repay such financings, which take priority over the claims of the insolvent bank’s general creditors.
Asset management
The management of BNDUs is carried out in compliance with the regulations issued by the Central Bank. In particular, these rules establish criteria for provisions relating to the devaluation of valuables and assets. The Chart of Accounts for Institutions of the National Financial System (Plano Contábil das Instituições Financeiras) (“COSIF”) 1-10 and Technical Pronouncement CPC 01 are the rules that have the greatest impact on the process. Finally, financial institutions are prohibited from acquiring real estate assets which are not intended for their own use, except for those received in settlement of loans of difficult or doubtful resolution, or when expressly authorized by the Central Bank, in accordance with the regulations to be issued by the CMN.
Clearing
The provisions relating to the interbank settlement of checks are governed on a consolidated basis by the regulations of the Centralizing Entity for Checks Clearing (Centralizadora da Compensação de Cheques) (“COMPE”). COMPE’s operating procedures are regulated by the Central Bank.
Management succession policy
Banking financial institutions are required to implement a succession policy for their executives, which should take into account the nature, size, complexity, structure, risk profile and business model of the financial institution in order to ensure that those who occupy senior management positions have the necessary skills to perform their respective duties.
The policy should also cover the recruitment, promotion, election and manager retention processes adopted by the financial institution. The policy’s rules in relation to the identification, assessment, training and selection of candidates for senior management positions of the institutions should take into account (1) the conditions required by the legislation in effect to perform the respective position, (2) the technical and managerial skills, the interpersonal skills and experience of the professionals and (3) the knowledge of the professionals in relation to the legislation regarding the accountability (of whichever nature) of managers for their actions.
The succession policy should be reviewed every five years and financial institutions should keep all the documentation relating to their policies at the Central Bank’s disposal for a minimum of five years.
Information about managers and members of the control group
Financial institutions are required to provide the Central Bank with any information that may affect the reputation of their (1) controlling shareholders and holders of qualified equity interest and (2) executive directors and officers and members of management bodies. This information may potentially relate to police investigations, criminal prosecutions or proceedings involving the national financial system, or other similar scenarios. Financial institutions must report the information within ten business days after they learn of or gain access to the information.
In addition, financial institutions should provide a communication channel through which employees, clients, users, partners or suppliers may report illegality the financial institution’s operations on a confidential basis. The procedures for using the communication channel should be set forth in the financial institution’s governing documents and published on its website.
Lastly, financial institutions should designate a team that is responsible for receiving and forwarding reports to the relevant internal department in order to address the matters raised. Financial institutions should be permitted to designate an existing team, provided that the principals of confidentiality, independence and impartiality, among others, are guaranteed.
The designated team should draft a semi-annual report as of June 30 and December 31, setting forth at a minimum (1) the number of communications received, (2) their respective nature, (3) the appropriate departments to address the matters raised, (4) the average time need to address the matters raised and (5) the measures taken by the financial institution. The reports should be approved by the financial institution’s board of directors or, in its absence, by the board of executive officers, and kept at the disposal of the Central Bank for a period of at least five years.
Open Finance
The Central Bank has looked at Open Finance as an important tool for innovation in the financial market, making the banking industry more efficient and competitive.
The Brazilian Open Finance model will comprise financial institutions, payment institutions and other institutions authorized to operate by the Central Bank, by making it possible to share, in a phased-in approach, (i) data on products and services, (ii) client record data, and (iii) client transaction data. Open Finance will eventually cover the provision of payment services, the criteria and specifications of which are yet to be announced in the instant pay project.
Institutions authorized to operate by the Central Bank opting to join Open Finance must share the information listed above with other participating institutions. At its inception, however, the Open Finance model will only be compulsory for, in the case of data sharing: (1) financial institutions belonging to prudential segmentation in Segments 1 and 2; and (2) voluntary, to financial institutions, payments institutions and other institutions duly authorized to operate by the Central Bank; and in the case of sharing the transaction initiation service: (1) account holding institutions; (2) institutions authorized to operate as initiating payment transactions; and (3) financial institutions, payments institutions and other institutions duly authorized to operate by the Central Bank with bank correspondents that are contractually allowed to present credit proposals to clients. Compulsory adhesion may be also extended to the other institutions authorized to operate by the Central Bank at the Central Bank’s discretion. With regards to client data sharing, client authorization will always be required.
Open Finance aims to (i) encourage innovation; (ii) promote competition; (iii) increase the efficiency of the National Financial System and the Brazilian Payment System; and (iv) promote financial citizenship.
Foreign Exchange Regulations
Law No. 14,286 (“FX Law”), governs the FX Market, Brazilian capital abroad and foreign capital in Brazil.
The main purpose of this rule is to simplify, consolidate and update the rules on these matters, as well as to foster the convertibility of the Brazilian currency. The rule paves the way for the creation and establishment of requirements aligned with the best international standards, such as the ones from the OECD and FATF, and grants the CMN and the Central Bank the regulatory freedom to further regulate its principles and provisions. The New FX Law expressly allows financial institutions, within the limits of their respective licenses and subject to applicable prudential rules, to use, allocate and invest for credit and financing operations, in Brazil or abroad the funds raised in the country to fund credit and financial transactions abroad.
Additionally, the CMN and the Central Bank, enacted several resolutions in 2022, which have consolidated and upgraded the regulations on international payments and remittance services within the FX Market and granted the same statutory treatment for acquisitions of goods and/or hiring of services through issuers of international credit cards, international payment facilitators and representatives/intermediaries in the context of international remittance orders.
All such services are now encompassed in the newly created definition of “eFX”. The extent to which a given entity may carry out eFX depends on its regulatory status, e.g., financial and payment institutions authorized to operate by the Central Bank, payment institutions not authorized to operate by such authority and other legal entities. In sum, eFX services can be provided in all its forms by most of institutions authorized to operate by the Central Bank, without the need of specific authorization therefor. Other institutions will only be able to provide eFX for the acquisition of goods and services, with a value limited to the equivalent of US$10,000.
Environmental, Social and Governance (ESG) rules in financial institutions
In 2021, the CMN and the Central Bank of Brazil enacted regulation with the aim to improve the disclosure of information, management, and governance of social, environmental and climate risks by financial institutions, and the rules also bring changes to certain rural credit regulations into effect.
As part of ESG agenda, the Central Bank established new conditions for the access to rural credit considering social, environmental and climatic aspects. One of the main changes introduced by this resolution is a restriction on the provision of credit to a producer that is not registered, or whose registration is canceled or suspended, in the Rural Environmental Registry (Cadastro Ambiental Rural – CAR). This resolution also sets forth that rural credit shall not be provided to (i) an enterprise fully or partially situated in a conservation area, an existing indigenous land, an area of embargo in force resulting from the economic use of illegally deforested areas in any biome, as long as it is registered on the embargo list of the Registry of Environmental Assessments and Embargoes of the Brazilian Institute of the Environment and Renewable Natural Resources; or (ii) an individual or legal entity registered in the official register of employers who have kept workers in conditions analogous to slavery.
The CMN issued Resolution No. 4,943, which amended CMN Resolution No. 4,557/17 with the purpose of highlighting and distinguishing social, environmental and climate risks as necessary for identification, measurement, evaluation, monitoring, reporting, control and mitigation within the risk management structure of financial institutions in Brazil. The new rule provides for specific definitions of such risks, modernizing concepts in the regulation, such as the inclusion of the two main components of climate risks – physical risks and transition risks, which are two aspects already widely recognized in international ESG standards. The amended rule also provides for the identification and monitoring of social, environmental and climate risks faced by financial institutions resulting not only from their products, services and activities, but also from the activities performed by their counterparties, controlled entities, suppliers and outsourced service providers.
Moreover, CMN issued regulation that required prudential conglomerates (segments S1, S2, S3, S4 and S5) are required to prepare and implement a Social, Environmental and Climate Responsibility Policy (PRSAC). Under PRSAC, financial institutions are expressly required to consider impacts, strategic objectives and business opportunities of the financial institution related to social, environmental and climate aspects. There was also a reduction in the PRSA review period, from five to three years.
The Central Bank has similarly issued regulation, requiring the preparation of a Report on Social, Environmental and Climate Risks and Opportunities (Relatório de Riscos e Oportunidades Sociais, Ambientais e Climáticas) (“GRSAC Report”) by financial institutions classified in Segments S1, S2, S3 and S4.
Registration of BDRs with the CVM
The rules enacted by CMN, the Central Bank and CVM require that the depositary file the relevant BDR program with the CVM and the Central Bank for purposes of enabling remittances of funds to and from Brazil in connection with the offer and sale of BDRs in Brazil, the sale of the underlying shares offshore and the payment of dividends and other distributions to holders of the BDRs. These rules further require that any such remittances be registered with the Central Bank by the engaged custodian on behalf of the depositary. The remittance of funds offshore in connection with the offer and sale of the BDRs in Brazil is limited to the proceeds from the sale of such BDRs in a Brazilian market regulated by the CVM, net of commissions and other related expenses.
As a general rule, the BDRs may be redeemed for the purposes of selling the underlying shares offshore. The proceeds from any such sale may not be used for other investments outside Brazil and must be repatriated within seven days from the date in which the BDRs are redeemed. Foreign investors purchasing BDRs pursuant to the provisions of CMN Resolution No. 4,373 are not subject to such a repatriation requirement but must record any such redemption with the Central Bank. Dividends and other distributions made to Brazilian residents in connection with the BDRs must be repatriated but may be applied to the acquisition of additional underlying shares. Individuals domiciled in Brazil and non-financial institutions, investment funds and other investment companies incorporated in Brazil may purchase shares issued offshore by sponsors of BDR programs in Brazil for purposes of depositing such shares with the relevant custodian and request the issuance of BDRs in Brazil. The depositary is responsible for maintaining and updating the registration of the BDR program with the Central Bank, including the flow of funds in connection with redemptions and payments of dividends and other distributions.
In August 2022, our registration as a foreign issuer and the listing of our level II BDRs in Brazil were approved. As a result, we are required to file with the CVM: (i) on an annual basis, a reference form (formulário de referência) in Portuguese by the fourth month of each year, which summarizes our financial, legal and operating information; (ii) quarterly financial information with 45 days after the end of each quarter; and (iii) on an ongoing basis, reports disclosing limited information on call notices and minutes of general meetings as well as material facts and notices to the market, as required by applicable rules.
ITEM 17. FINANCIAL STATEMENTS
Not applicable.
ITEM 18. FINANCIAL STATEMENTS
See our consolidated financial statements beginning at page F-1.
ITEM 19. EXHIBITS
The following documents are filed or incorporated by reference as part of this registration statement:
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No. |
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Exhibit Description |
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1.2 |
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| 101.INS |
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Inline XBRL Instance Document |
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| 101.SCH |
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Inline XBRL Taxonomy Extension Schema Document |
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| 101.CAL |
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Inline XBRL Taxonomy Extension Calculation Linkbase Document |
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| 101.DEF |
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Inline XBRL Taxonomy Extension Definition Linkbase Document |
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| 101.LAB |
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Inline XBRL Taxonomy Extension Label Linkbase Document |
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| 101.PRE |
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Inline XBRL Taxonomy Extension Presentation Linkbase Document |
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| 104.1 |
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Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
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Inter & Co, Inc. |
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Date: April 30, 2024 |
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By: |
/s/ João Vitor N. Menin T. de Souza |
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Name: |
João Vitor N. Menin T. de Souza |
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Title: |
Chief Executive Officer |
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By: |
/s/ Santiago Horacio Stel |
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Name: |
Santiago Horacio Stel |
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Title: |
Chief Financial Officer |
Consolidated Financial Statements as of
December 31, 2023 and 2022 and for each of the years in the three-year period ended December 31, 2023
Inter & Co, Inc.
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| Auditor Data Elements: |
Year ended December 31, 2023, December 31, 2022; and December 31, 2021 |
| Auditor Name: |
KPMG Auditores Independentes Ltda. |
| Auditor Location: |
Belo Horizonte, Brazil |
| Auditor Firm ID: |
1124 |
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
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Report of Independent Registered Public Accounting Firm |
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Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors of
Inter & Co, Inc.
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Inter & Co, Inc. and subsidiaries (the Company) as of December 31, 2023 and 2022, the related consolidated income statements, and consolidated statements of comprehensive income, cash flows, and changes in equity for each of the years in the three‑year period ended December 31, 2023, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the three‑year period ended December 31, 2023, in conformity with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated April 30, 2024 expressed an adverse opinion on the effectiveness of the Company’s internal control over financial reporting.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Assessment of the provision for expected credit losses for loans and advances to customers
As discussed in Notes 2(c), 4(e), 6(a), e 12 to the consolidated financial statements, the Company has BRL 1,883,758 of provision for expected credit losses (ECL) related to loans and advances to customers, as of December 31, 2023. The provision for ECL related to loans and advances to customers is the output of a complex set of models - it is calculated using estimates, developed from models, of probability of default (PD), exposure at default (EAD) and loss given default (LGD). The PD incorporates the estimated impact of forecasts of certain macroeconomic variables, specifically: the Brazilian Interbank Deposit rate (DI), the Brazilian Broad National Consumer Price Index (IPCA), the Brazilian gross domestic product (GDP), and the Brazilian minimum wage. As part of the calculation of the allowance for ECL, for each financial asset, the Company assesses whether there has been a significant increase in credit risk (SICR) since initial recognition, based on an absolute criterion - a payment is 31 days or more past due - and a relative criterion that compares the current behavior score with the behavior score at initial recognition. When no SICR has been identified, the financial asset is classified as stage 1 and the PD used considers the next 12 months. When a SICR has been identified, the contract is classified as stage 2 or, if it is credit-impaired, stage 3 and the PD used considers the lifetime of the contract.
We identified the assessment of the provision for ECL related to loans and advances to customers as a critical audit matter. Complex auditor judgment was required to evaluate the estimate of the provision for ECL related to loans and advances to customers as it involves significant measurement uncertainties as a result of the complexity of the models and the significant judgments made by the Company, specifically: (i) the overall ECL methodology, including the methods and models used to estimate the PDs, EADs and LGDs and to select the macroeconomic variables incorporated in the PDs; and (ii) the Company’s definition of a SICR. In addition, the audit effort associated with the measurement of the provision for ECL related to loans and advances to customers required the involvement of credit risk professionals with specialized skills and knowledge.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the ECL measurement process, including controls related to the design of models for estimating PD, EAD and LGD and the Company’s definition of SICR. We involved credit risk professionals with specialized skills and knowledge, who assisted in:
(i) evaluating the overall ECL methodology for compliance with IFRS as issued by the IASB;
(ii) assessing the conceptual soundness of the models and modeling techniques, including those used to derive the PDs, EADs and LGDs and to select the macroeconomic variables that are incorporated into the calculation, by inspecting model documentation to determine whether the models are suitable for their intended use;
(iii) checking the accuracy of the Company’s estimates of PD, EAD and LGD using the Company's historical data and forward-looking information;
(iv) evaluating the relevance of the macroeconomic variables incorporated in the PDs through regression analysis of the historical correlation of these variables and credit risk; and
(v) evaluating the Company's definition of a SICR by assessing relevant Company-specific metrics and comparing it to the applicable industry and regulatory practices.
Assessment of the value in use of the cash generating unit to which the Inter & Co Payments Inc goodwill is allocated
As discussed in Notes 4(l) e and 16 to the consolidated financial statements, the Company has BRL 554,759 of goodwill related to the acquisition of Inter & Co Payments Inc as of December 31, 2023. The Company allocates goodwill to cash generating units (CGUs) and performs impairment testing over these CGUs at least annually or when there are events or circumstances that indicate that the carrying amount of a CGU exceeds its recoverable amount. The recoverable amount of the CGU to which the Inter & Co Payments Inc goodwill is allocated is calculated based on its value in use. The value in use is determined using a discounted cash flow model, that is, by estimating the future cash flows expected to be derived from the CGU, including any eventual disposal, and discounting those to their present value.
We identified the assessment of the value in use of the CGU to which the Inter & Co Payments Inc goodwill is allocated as a critical audit matter. The calculation of the value in use using a discounted cash flow model requires the Company to make subjective assumptions, including the discount rate and the future growth of the CGU. Future growth assumptions include both forecast cash flows for 5 years, based on the Company’s budget, and a projected long-term growth rate based on inflation expectations. A high degree of subjective auditor judgment was required to evaluate the discount rate and the future growth assumptions.
The following are the primary procedures we performed to address this critical audit matter. We involved corporate finance professionals with specialized skills and knowledge, who assisted in:
(i) assessing the Company’s forecast cash flow growth rates by comparing them to the budget and supporting documentation, including, in certain cases, publicly available market data, and assessing the impacts to such cash flows of internal and/or external economic factors;
(ii) evaluating the discount rate used by comparing its components to publicly available market data;
(iii) assessing the long-term growth rate used by comparing it to publicly available market data; and
(iv) evaluating the Company’s ability to accurately forecast by comparing the Company’s historical cash flow forecasts to actual subsequent cash flows.
/s/ KPMG Auditores Independentes Ltda.
We have served as the Company’s auditor since 2011.
Belo Horizonte, Brazil
April 30, 2024
Table of Contents
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| Inter & Co, Inc. |
Consolidated balance sheets as of December 31, 2023 and 2022 |
| (Amounts in thousands of Brazilian reais, unless otherwise stated) |
Consolidated balance sheets
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Note |
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12/31/2023 |
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12/31/2022 |
| Assets |
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| Cash and cash equivalents |
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8 |
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4,259,379 |
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1,331,648 |
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| Amounts due from financial institutions, net of provisions for expected loss |
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9 |
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3,718,506 |
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4,258,856 |
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| Compulsory deposits at Central Bank of Brazil |
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2,664,415 |
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|
2,854,778 |
|
| Securities |
|
10 |
|
16,868,112 |
|
|
12,448,565 |
|
| Derivative financial assets |
|
11 |
|
4,238 |
|
|
— |
|
| Loans and advances to customers, net of provisions for expected loss |
|
12 |
|
27,900,543 |
|
|
21,379,916 |
|
| Non-current assets held for sale |
|
13 |
|
174,355 |
|
|
166,943 |
|
| Equity accounted investees |
|
14 |
|
90,634 |
|
|
72,090 |
|
| Property and equipment |
|
15 |
|
167,547 |
|
|
188,019 |
|
| Intangible assets |
|
16 |
|
1,345,304 |
|
|
1,238,629 |
|
| Deferred tax assets |
|
34.c |
|
1,033,535 |
|
|
978,148 |
|
| Other assets |
|
17 |
|
2,125,231 |
|
|
1,425,508 |
|
| Total assets |
|
|
|
60,351,799 |
|
|
46,343,100 |
|
|
|
|
|
|
|
|
| Liabilities |
|
|
|
|
|
|
| Liabilities with financial and similar institutions |
|
18 |
|
9,522,469 |
|
|
7,906,897 |
|
| Liabilities with customers |
|
19 |
|
32,651,620 |
|
|
23,642,804 |
|
| Securities issued |
|
20 |
|
8,095,042 |
|
|
6,202,165 |
|
| Derivative financial liabilities |
|
11 |
|
15,063 |
|
|
37,768 |
|
| Borrowing and onlending |
|
21 |
|
107,412 |
|
|
36,448 |
|
| Income tax and social contribution |
|
|
|
287,978 |
|
|
114,493 |
|
| Other tax liabilities |
|
|
|
75,284 |
|
|
52,372 |
|
| Tax liabilities |
|
22 |
|
363,262 |
|
|
166,865 |
|
| Provisions |
|
23 |
|
70,452 |
|
|
57,449 |
|
| Deferred tax liabilities |
|
34.c |
|
32,539 |
|
|
30,073 |
|
| Other liabilities |
|
24 |
|
1,897,248 |
|
|
1,173,527 |
|
| Total liabilities |
|
|
|
52,755,107 |
|
|
39,253,996 |
|
|
|
|
|
|
|
|
| Equity |
|
|
|
|
|
|
| Share capital |
|
25a |
|
13 |
|
|
13 |
|
| Reserves |
|
25b |
|
8,147,285 |
|
|
7,817,670 |
|
| Other comprehensive income |
|
25c |
|
(675,488) |
|
|
(825,301) |
|
| Equity attributable to owners of the Company |
|
|
|
7,471,810 |
|
|
6,992,382 |
|
| Non-controlling interest |
|
25f |
|
124,881 |
|
|
96,722 |
|
| Total equity |
|
|
|
7,596,691 |
|
|
7,089,104 |
|
|
|
|
|
|
|
|
| Total liabilities and equity |
|
|
|
60,351,797 |
|
|
46,343,100 |
|
The notes are an integral part of these consolidated financial statements.
F-5
Table of Contents
|
|
|
| Inter & Co, Inc. |
Consolidated income statements for the years ended December 31, 2023, 2022 and 2021 |
| (Amounts in thousands of Brazilian reais, unless otherwise stated) |
Consolidated income statements
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note |
|
2023 |
|
2022 |
|
2021 |
| Interest income |
|
26 |
|
4,549,827 |
|
|
2,802,658 |
|
|
1,435,428 |
|
| Interest expenses |
|
26 |
|
(2,887,573) |
|
|
(1,972,850) |
|
|
(543,242) |
|
| Income from securities and derivatives |
|
27 |
|
1,545,835 |
|
|
1,505,621 |
|
|
697,283 |
|
| Net interest income and income from securities and derivatives |
|
|
|
3,208,088 |
|
|
2,335,429 |
|
|
1,589,469 |
|
|
|
|
|
|
|
|
|
|
| Net revenues from services and commissions |
|
28 |
|
1,304,382 |
|
|
968,039 |
|
|
542,569 |
|
| Expenses from services and commissions |
|
|
|
(135,582) |
|
|
(129,233) |
|
|
(100,297) |
|
| Other revenues |
|
29 |
|
375,688 |
|
|
388,462 |
|
|
190,082 |
|
| Revenues |
|
|
|
4,752,576 |
|
|
3,562,697 |
|
|
2,221,823 |
|
|
|
|
|
|
|
|
|
|
| Impairment losses on financial assets |
|
30 |
|
(1,541,584) |
|
|
(1,083,237) |
|
|
(595,581) |
|
| Administrative expenses |
|
31 |
|
(1,461,348) |
|
|
(1,494,484) |
|
|
(1,164,203) |
|
| Personnel expenses |
|
32 |
|
(790,739) |
|
|
(733,605) |
|
|
(443,328) |
|
| Tax expenses |
|
33 |
|
(326,584) |
|
|
(248,588) |
|
|
(146,757) |
|
| Depreciation and amortization |
|
|
|
(160,440) |
|
|
(163,972) |
|
|
(94,251) |
|
| Income from equity interests in associates |
|
14 |
|
(32,040) |
|
|
(17,384) |
|
|
(8,764) |
|
| Profit / (loss) before income tax |
|
|
|
439,841 |
|
|
(178,573) |
|
|
(231,061) |
|
|
|
|
|
|
|
|
|
|
| Income tax |
|
|
|
(87,581) |
|
|
164,494 |
|
|
175,993 |
|
|
|
|
|
|
|
|
|
|
| Profit / (loss) for the year |
|
|
|
352,260 |
|
|
(14,079) |
|
|
(55,068) |
|
|
|
|
|
|
|
|
|
|
| Profit (loss) attributable to: |
|
|
|
|
|
|
|
|
| Owners of the Company |
|
|
|
302,343 |
|
|
(11,090) |
|
|
(72,665) |
|
| Non-controlling interest |
|
|
|
49,917 |
|
|
(2,989) |
|
|
17,597 |
|
|
|
|
|
|
|
|
|
|
| Earnings (loss) per share |
|
|
|
|
|
|
|
|
| Basic earnings (loss) per share |
|
25e |
|
0.75 |
|
|
(0.03) |
|
|
(0.01) |
|
Diluted earnings (loss) per share |
|
25e |
|
0.75 |
|
|
(0.03) |
|
|
(0.01) |
|
The notes are an integral part of these consolidated financial statements.
F-6
Table of Contents
|
|
|
| Inter & Co, Inc. |
| Consolidated statements of comprehensive income |
for the years ended December 31, 2023, 2022 and 2021 |
| (Amounts in thousands of Brazilian reais) |
Consolidated statements of comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2023 |
|
2022 |
|
2021 |
| Profit (loss) for the year |
352,260 |
|
|
(14,079) |
|
|
(55,068) |
|
|
|
|
|
|
|
| Other comprehensive income |
|
|
|
|
|
| Items that are or may be reclassified subsequently to the income statement: |
|
|
|
|
|
| Change in fair value - financial assets at FVOCI |
291,333 |
|
|
(240,057) |
|
|
(454,552) |
|
| Related tax - financial assets FVOCI |
(131,100) |
|
|
102,684 |
|
|
207,167 |
|
| Net change in fair value - financial assets at FVOCI |
160,233 |
|
|
(137,373) |
|
|
(247,385) |
|
|
|
|
|
|
|
| Fair value change - investments in operations abroad |
16,742 |
|
|
— |
|
|
— |
|
| Tax effect |
(4,579) |
|
|
— |
|
|
— |
|
| Hedge of net investments in operations abroad |
12,163 |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
| Foreign exchange differences on the translation of foreign operations |
(22,604) |
|
|
(10,671) |
|
|
— |
|
| Effects of corporate reorganization in non-controlling interest without a change in control |
— |
|
|
(604,973) |
|
|
— |
|
|
|
|
|
|
|
| Others |
21 |
|
|
— |
|
|
— |
|
| Other comprehensive income that may be reclassified subsequently to the income statement |
149,813 |
|
|
(753,017) |
|
|
(247,385) |
|
|
|
|
|
|
|
| Total comprehensive income for the year |
502,073 |
|
|
(767,096) |
|
|
(302,453) |
|
| Allocation of comprehensive income |
|
|
|
|
|
| To owners of the company |
452,156 |
|
|
(764,107) |
|
|
(245,493) |
|
| To non-controlling interest |
49,917 |
|
|
(2,989) |
|
|
(56,960) |
|
The notes are an integral part of these consolidated financial statements.
F-7
Table of Contents
|
|
|
| Inter & Co, Inc. |
| Consolidated statements of cash flows |
for the years ended December 31, 2023, 2022 and 2021 |
| (Amounts in thousands of Brazilian reais) |
Consolidated statements of cash flows
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2023 |
|
2022 |
|
2021 |
| Operating activities |
|
|
|
|
|
| Profit (loss) for the year |
352,260 |
|
|
(14,079) |
|
|
(55,068) |
|
| Adjustments to profit (loss) |
|
|
|
|
|
| Depreciation and amortization |
160,440 |
|
|
163,972 |
|
|
58,336 |
|
| Result of equity interests in associates |
32,040 |
|
|
17,384 |
|
|
8,764 |
|
| Impairment losses on financial assets |
1,541,584 |
|
|
1,083,237 |
|
|
(595,581) |
|
| Expenses with provisions |
38,611 |
|
|
25,931 |
|
|
19,002 |
|
| Income tax and social contribution |
87,581 |
|
|
(164,494) |
|
|
175,993 |
|
| Provisions/ (reversals) for loss of assets |
(42,214) |
|
|
5,225 |
|
|
(43,618) |
|
| Other capital gains (losses) |
(41,785) |
|
|
(66,363) |
|
|
— |
|
| Provision for performance income |
(135,260) |
|
|
(150,401) |
|
|
— |
|
| Result of foreign exchange variation |
(88,708) |
|
|
— |
|
|
30 |
|
|
|
|
|
|
|
| (Increase)/ decrease in: |
|
|
|
|
|
| Compulsory deposits at Central Bank of Brazil |
190,363 |
|
|
(455,290) |
|
|
(689,759) |
|
| Loans and advances to customers, net of provision for expected loss |
(8,062,211) |
|
|
(5,927,723) |
|
|
(7,432,145) |
|
| Amounts due from financial institutions |
540,350 |
|
|
(2,206,994) |
|
|
(1,549,493) |
|
| Securities |
70,642 |
|
|
(602,509) |
|
|
(573,349) |
|
| Derivative financial assets |
(4,238) |
|
|
86,948 |
|
|
(59,435) |
|
| Non-current assets held for sale |
(7,412) |
|
|
(37,150) |
|
|
33,754 |
|
| Other assets |
(341,901) |
|
|
(318,696) |
|
|
(790,072) |
|
| Increase/ (decrease) in: |
|
|
|
|
|
| Liabilities with financial institutions |
1,615,572 |
|
|
2,565,433 |
|
|
3,584,551 |
|
| Liabilities with customers |
9,008,816 |
|
|
5,309,261 |
|
|
5,896,911 |
|
| Securities issued |
1,892,877 |
|
|
2,630,072 |
|
|
1,842,657 |
|
| Derivative financial liabilities |
(22,705) |
|
|
(28,777) |
|
|
9,787 |
|
| Borrowing and onlending |
69,700 |
|
|
11,377 |
|
|
(2,334) |
|
| Tax liabilities |
178,906 |
|
|
119,891 |
|
|
149,605 |
|
| Provisions |
(25,608) |
|
|
(21,330) |
|
|
10,209 |
|
| Other liabilities |
799,771 |
|
|
216,537 |
|
|
141,928 |
|
| Income tax paid |
(263,362) |
|
|
(138,057) |
|
|
(49,029) |
|
| Net cash from operating activities |
7,544,109 |
|
|
2,103,405 |
|
|
91,644 |
|
|
|
|
|
|
|
| Cash flow from investing activities |
|
|
|
|
|
| Acquisition of subsidiaries, net of cash acquired |
(62,357) |
|
|
(545,983) |
|
|
(93,782) |
|
| Acquisition of property and equipment |
(17,881) |
|
|
(27,714) |
|
|
(32,249) |
|
| Proceeds from sale of property and equipment |
— |
|
|
14 |
|
|
602 |
|
| Acquisition of intangible assets |
(256,210) |
|
|
(251,390) |
|
|
(255,731) |
|
| Acquisition of financial assets at FVOCI |
(19,381,768) |
|
|
(7,977,979) |
|
|
(27,780,867) |
|
| Proceeds from sale of financial assets at FVOCI |
14,913,627 |
|
|
9,208,137 |
|
|
21,512,954 |
|
| Acquisition of financial assets at FVTPL |
(680,391) |
|
|
(582,098) |
|
|
(920,123) |
|
| Proceeds from sale of financial assets at FVTPL |
818,576 |
|
|
126,198 |
|
|
393,417 |
|
| Net cash used in investing activities |
(4,666,404) |
|
|
(50,815) |
|
|
(7,175,779) |
|
The notes are an integral part of these consolidated financial statements.
F-8
Table of Contents
|
|
|
| Inter & Co, Inc. |
| Consolidated statements of cash flows |
for the years ended December 31, 2023, 2022 and 2021 |
| (Amounts in thousands of Brazilian reais) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2023 |
|
2022 |
|
2021 |
|
|
|
|
|
|
| Cash flow from financing activities |
|
|
|
|
|
| Dividends and interest on shareholders' equity paid |
(23,600) |
|
|
(75,898) |
|
|
(19,680) |
|
| Repurchase of treasury shares |
(16,409) |
|
|
— |
|
|
(29,322) |
|
| Resources from non-controlling interest |
1,327 |
|
|
— |
|
|
5,478,926 |
|
| Payment to shareholders of subisidiary |
— |
|
|
(1,145,273) |
|
|
— |
|
| Net cash from financing activities |
(38,682) |
|
|
(1,221,171) |
|
|
5,429,924 |
|
|
|
|
|
|
|
| Increase/(Decrease) in cash and cash equivalents |
2,839,023 |
|
|
831,419 |
|
|
(1,654,211) |
|
| Cash and cash equivalents at the beginning of the year |
1,331,648 |
|
|
500,446 |
|
|
2,154,687 |
|
| Effect of the exchange rate variation on cash and cash equivalents |
88,708 |
|
|
(217) |
|
|
(30) |
|
| Cash and cash equivalents at December 31 |
4,259,379 |
|
|
1,331,648 |
|
|
500,446 |
|
The notes are an integral part of these consolidated financial statements.
F-9
Table of Contents
|
|
|
| Inter & Co, Inc. |
| Consolidated statements of changes in equity |
for the years ended December 31, 2023, 2022 and 2021 |
| (Amounts in thousands of Brazilian reais, unless otherwise stated) |
Consolidated statements of changes in equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share capital |
|
Reserves |
|
|
|
|
|
Other comprehensive income |
|
Retained earnings / accumulated losses |
|
Treasury shares |
|
Equity attributable to owners of the Company |
|
Non-controlling interest |
|
Total equity |
| Balance as of January 1,2021 - Banco Inter |
3,216,455 |
|
|
150,709 |
|
|
|
|
|
|
25,991 |
|
|
— |
|
|
(117,521) |
|
|
3,275,634 |
|
|
48,581 |
|
|
3,324,215 |
|
| Profit (loss) for the period |
— |
|
|
— |
|
|
|
|
|
|
— |
|
|
(48,939) |
|
|
— |
|
|
(48,939) |
|
|
8,502 |
|
|
(40,437) |
|
| Proposed allocations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Constitution/ reversion of reserves |
— |
|
|
(94,085) |
|
|
|
|
|
|
— |
|
|
48,939 |
|
|
— |
|
|
(45,146) |
|
|
— |
|
|
(45,146) |
|
| Interest on equity / dividends |
— |
|
|
(3,122) |
|
|
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
(3,122) |
|
|
(7,251) |
|
|
(10,373) |
|
| Sale of treasury shares |
— |
|
|
(74,119) |
|
|
|
|
|
|
— |
|
|
— |
|
|
81,159 |
|
|
7,040 |
|
|
|
|
7,040 |
|
| Net change in fair value - financial assets at FVOCI |
— |
|
|
— |
|
|
|
|
|
|
(141,312) |
|
|
— |
|
|
— |
|
|
(141,312) |
|
|
— |
|
|
(141,312) |
|
| Resources from non-controlling interest |
— |
|
|
— |
|
|
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
33,998 |
|
|
33,998 |
|
| Balance as of May 6, 2021 - Banco Inter |
3,216,455 |
|
|
(20,617) |
|
|
|
|
|
|
(115,321) |
|
|
— |
|
|
(36,362) |
|
|
3,044,155 |
|
|
83,830 |
|
|
3,127,985 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Corporate restructuring on May 7, 2021 |
(3,216,442) |
|
|
1,205,850 |
|
|
|
|
|
|
74,555 |
|
|
— |
|
|
36,362 |
|
|
(1,899,675) |
|
|
1,899,675 |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Balance as of May 7, 2021 - Inter & Co, Inc. |
13 |
|
|
1,185,233 |
|
|
|
|
|
|
(40,766) |
|
|
— |
|
|
— |
|
|
1,144,480 |
|
|
1,983,505 |
|
|
3,127,985 |
|
| Profit (loss) for the period |
— |
|
|
— |
|
|
|
|
|
|
— |
|
|
(23,724) |
|
|
— |
|
|
(23,724) |
|
|
9,095 |
|
|
(14,629) |
|
| Proposed allocations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Other comprehensive income |
— |
|
|
— |
|
|
|
|
|
|
(31,518) |
|
|
— |
|
|
— |
|
|
(31,518) |
|
|
(74,555) |
|
|
(106,073) |
|
| Treasury shares |
— |
|
|
— |
|
|
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(36,362) |
|
|
(36,362) |
|
| Contributions and distributions |
— |
|
|
(23,724) |
|
|
|
|
|
|
— |
|
|
23,724 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
| Interest on equity / dividends |
— |
|
|
— |
|
|
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(9,307) |
|
|
(9,307) |
|
| Resources from non-controlling interest, including capital increase |
— |
|
|
1,566,887 |
|
|
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
1,566,887 |
|
|
3,921,283 |
|
|
5,488,170 |
|
| Balance as of December 31, 2021 - Inter & Co, Inc. |
13 |
|
|
2,728,396 |
|
|
|
|
|
|
(72,284) |
|
|
— |
|
|
— |
|
|
2,656,125 |
|
|
5,793,659 |
|
|
8,449,784 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Balance as of January 1, 2022 - Inter & Co, Inc. |
13 |
|
|
2,728,396 |
|
|
|
|
|
|
(72,284) |
|
|
— |
|
|
— |
|
|
2,656,125 |
|
|
5,793,659 |
|
|
8,449,784 |
|
| Profit (loss) for the year |
— |
|
|
— |
|
|
|
|
|
|
— |
|
|
(11,090) |
|
|
|
|
(11,090) |
|
|
(2,989) |
|
|
(14,079) |
|
| Proposed allocations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Constitution/ reversion of reserves |
— |
|
|
(11,090) |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
— |
|
|
— |
|
| Interest on equity / dividends |
— |
|
|
(38,056) |
|
|
|
|
|
|
— |
|
|
11,090 |
|
|
— |
|
|
(38,056) |
|
|
(37,842) |
|
|
(75,898) |
|
| Net change in fair value - financial assets at FVOCI |
— |
|
|
— |
|
|
|
|
|
|
(137,373) |
|
|
— |
|
|
— |
|
|
(137,373) |
|
|
— |
|
|
(137,373) |
|
| Foreign exchange differences on the translation of foreign operations |
— |
|
|
— |
|
|
|
|
|
|
(10,671) |
|
|
— |
|
|
— |
|
|
(10,671) |
|
|
— |
|
|
(10,671) |
|
| Effects of corporate reorganization |
— |
|
|
5,283,314 |
|
|
|
|
|
|
(604,973) |
|
|
— |
|
|
— |
|
|
4,678,341 |
|
|
(5,656,106) |
|
|
(977,765) |
|
| Reflex reserve |
— |
|
|
(125,299) |
|
|
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
(125,299) |
|
|
— |
|
|
(125,299) |
|
| Others |
— |
|
|
(19,595) |
|
|
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
(19,595) |
|
|
— |
|
|
(19,595) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Balances at December 31, 2022 - Inter & Co, Inc. |
13 |
|
|
7,817,670 |
|
|
|
|
|
|
(825,301) |
|
|
— |
|
|
— |
|
|
6,992,382 |
|
|
96,722 |
|
|
7,089,104 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Balances at January 1, 2023 - Inter & Co, Inc. |
13 |
|
|
7,817,670 |
|
|
|
|
|
|
(825,301) |
|
|
— |
|
|
— |
|
|
6,992,382 |
|
|
96,722 |
|
|
7,089,104 |
|
| Profit for the year |
— |
|
|
— |
|
|
|
|
|
|
— |
|
|
302,343 |
|
|
— |
|
|
302,343 |
|
|
49,917 |
|
|
352,260 |
|
| Proposed allocations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Contributions and distributions |
— |
|
|
302,343 |
|
|
|
|
|
|
— |
|
|
302,343 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
| Constitution/Reversion of reserves |
— |
|
|
302,343 |
|
|
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(23,600) |
|
|
(23,600) |
|
| Foreign exchange differences on the translation of foreign operations |
— |
|
|
— |
|
|
|
|
|
|
(22,604) |
|
|
— |
|
|
— |
|
|
(22,604) |
|
|
— |
|
|
(22,604) |
|
| Gains and losses - Hedge |
— |
|
|
— |
|
|
|
|
|
|
12,163 |
|
|
— |
|
|
— |
|
|
12,163 |
|
|
— |
|
|
12,163 |
|
| Net change in fair value - financial assets at FVOCI |
— |
|
|
— |
|
|
|
|
|
|
160,233 |
|
|
— |
|
|
— |
|
|
160,233 |
|
|
— |
|
|
160,233 |
|
| Share-based payment transactions |
— |
|
|
(16,409) |
|
|
|
|
|
|
— |
|
|
— |
|
|
16,409 |
|
|
— |
|
|
— |
|
|
— |
|
| Reflex reserve |
— |
|
|
44,217 |
|
|
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
44,217 |
|
|
— |
|
|
44,217 |
|
| Others |
— |
|
|
(536) |
|
|
|
|
|
|
21 |
|
|
— |
|
|
— |
|
|
(515) |
|
|
1,842 |
|
|
1,327 |
|
| Balances at December 31, 2023 - Inter & Co, Inc. |
13 |
|
|
8,449,628 |
|
|
|
|
|
|
(675,488) |
|
|
604,686 |
|
|
— |
|
|
7,471,810 |
|
|
124,881 |
|
|
7,596,691 |
|
The notes are an integral part of these consolidated financial statements.
F-10
Table of Contents
|
|
|
|
|
|
| Inter & Co, Inc. |
Consolidated Financial Statements as of
December 31, 2023 and 2022
and for each of the years in the
three-year period ended December 31, 2023
|
Notes to the consolidated financial statements
(Amounts in thousands of Brazilian reais, unless otherwise stated)
1.Activity and structure of Inter & Co, Inc. and its subsidiaries
Inter & Co, Inc. (“Inter & Co” or “Company”, together with its consolidated subsidiaries, the “Group”), formerly Inter Platform Inc, is a Cayman Island exempted company with limited liability, incorporated on January 26, 2021. On May 7, 2021, Inter & Co, Inc., began a corporate reorganization involving two new non-operating companies with no material assets, liabilities or contingencies: the Company, and Inter Holding Financeira S.A. (HoldFin), located in Brazil. The Company and HoldFin have become the indirect and direct shareholders of Banco Inter S.A (“Inter” or “Banco Inter”), respectively, thus the ultimate shareholders of Inter and their voting and non-voting interest were the same before and after this corporate reorganization.
Inter & Co, Inc. is currently the entity which is registered with the U.S. Securities and Exchange Commission (“SEC”). The common shares are traded on the Nasdaq under the symbol “INTR” and its Brazilian Depositary Receipts (“BDRs”) are traded on B3 - Brasil, Bolsa, Balcão (“B3”), the Brazilian stock exchange, under the symbol “INBR32”.
Banco Inter was a publicly held company with equity securities listed on B3 since April 2018. On June 23, 2022, Inter & Co and Banco Inter completed a corporate reorganization as an immediate result of which Inter & Co became indirectly, through Inter Holding Financeira S.A. (“HoldFin”), the owner of all shares of Banco Inter S.A. The ultimate shareholders of Banco Inter were the same before and after this corporate reorganization, however our controlling shareholder received Class B common shares, which are entitled to 10 votes per share while all other shareholders received Class A common shares, which are entitled to 1 vote per share. Inter & Co accounted for this corporate reorganization as a reorganization of entities under common control, and the pre-reorganization historical value of Banco Inter’s consolidated assets and liabilities are reflected in these financial statements as described:
•The consolidated financial position of Inter & Co, Inc. at December 31, 2023 and December 31, 2022.
• The consolidated operating results and cash flows of Inter & Co, Inc. for the years ended on December 31, 2023, 2022 and 2021.
• The recognition of non-controlling interest on June 23, 2022, relating to the transfer from non-controlling interest to equity of the Company of the Banco Inter shareholders that exchanged their Banco Inter shares to shares and/or BDRs of the Company and the payment to shareholders of Banco Inter who opted to receive cash in lieu of shares of the Company (instead of shares and BDRs of the Company).
In January 2022, Inter&Co Payments, Inc. (formerly USEND or Pronto Money Transfer, Inc), a remittance platform and global provider of digital accounts, was acquired to accelerate the global expansion plan.
The Group’s objective is to operate as a digital multi-service bank for individuals and companies, and among its main activities are real estate loans, payroll credit, credit for companies, rural loans, credit card operations, checking account, investments, insurance services, as well as a marketplace of non-financial services provided by means of its subsidiaries.
2.Basis for preparation
a.Compliance statement
These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).
In the presentation of the information in the financial statements, Inter & Co has reclassified certain prior year balances to conform to current year presentation.
These consolidated financial statements were approved by the Board of Director’s meeting on April 30, 2024.
Table of Contents
|
|
|
|
|
|
| Inter & Co, Inc. |
Consolidated Financial Statements as of
December 31, 2023 and 2022
and for each of the years in the
three-year period ended December 31, 2023
|
b.Functional and presentation currency
These consolidated financial statements are presented in Brazilian reais (BRL or R$). The functional currency of the Group companies is shown in note 4a. All balances were rounded to the nearest thousand, unless otherwise indicated.
c.Use of estimates and judgments
In preparing these consolidated financial statements, management has made judgments, estimates and assumptions that affect the application of the accounting policies of the Group and the reported amounts of assets, liabilities, revenues and expenses. Actual results may differ from such estimates. Estimates and assumptions are reviewed on an ongoing basis. Adjustments, if any, related to changes in estimates are recognized prospectively. The significant judgments made by management during the application of the Group’s accounting policies and the sources of estimation uncertainty are described below:
Judgments
Information about the judgments made in the application of accounting policies that have the most relevant effects on the amounts recognized in financial projections are included in the following notes:
• Basis for consolidation (see note 4a): whether Inter has de facto control over an investee;
• Equity accounted investees (see note 14): whether Inter has significant influence over an investee.
Estimates
The estimates present a significant risk and may have a material impact on the values of assets and liabilities in the next year, and the actual results may differ from those previously established. They are disclosed below and are related to the following notes:
• Classification of financial assets (see notes 6 and 7) - evaluation of the business model in which the assets are held and evaluation if the contractual terms of the financial asset relate only to payments of principal and interest (SPPI test).
• The measurement of the provision for expected credit losses on financial assets (see notes 4e and 12) measured at amortized cost and fair value through other comprehensive income (FVOCI) requires the use of complex quantitative models and assumptions about future economic conditions and credit behavior. Several significant judgments are also needed to apply the accounting requirements for measuring expected credit loss, such as: determining the criteria to evaluate the significant increase in credit risk; selecting quantitative models; and establishing different prospective scenarios and their weighting, among others.
• Business combination (see note 4b): determination of fair values of assets acquired and liabilities assumed in business combinations.
• Impairment test of intangible assets and goodwill (see notes 16 and 4(h)): for the purposes of impairment testing, each invested entity was considered a cash generating unit (“CGU”).
• Deferred tax asset (note 33): the expected realization of the deferred tax asset is based on projected future taxable income and other technical studies.
3.Changes to significant accounting policies
New or revised accounting pronouncements adopted in 2023
The following new or revised standards have been issued by IASB, and were effective for the year covered by these consolidated financial statements, and had no material impact on these consolidated financial statements.
• Definition of accounting estimates - Amendments to IAS 8: defines accounting estimates as monetary values susceptible to uncertainties in their measurement. Among these estimates we can mention the expected credit loss and the fair value of assets and liabilities.
Table of Contents
|
|
|
|
|
|
| Inter & Co, Inc. |
Consolidated Financial Statements as of
December 31, 2023 and 2022
and for each of the years in the
three-year period ended December 31, 2023
|
• Disclosure of Accounting Policies – Changes to IAS 1 and IFRS Practice Statement 2: The Group adopted disclosure from January 1, 2023. Although the amendments made to the accounting policies did not result in any changes to the accounting policies themselves, they did have an impact on the disclosure of accounting policy information in the consolidated financial statements. The amendments require 'material' disclosure of policies instead of 'significant' disclosure. Additionally, they provide guidance on the application of materiality to the disclosure of accounting policies, thus assisting entities in providing useful and specific policy information that users require to understand other information in the financial statements. Management made certain updates to the information presented in Note 4, which pertains to Material Accounting Policies (previously referred to as Significant Accounting Policies), in line with the amendments.
• Deferred tax on leasing transactions – Amendments to IAS 12: clarify that the exemption for accounting for deferred taxes arising from temporary differences generated in the initial recognition of assets or liabilities does not apply to leasing transactions.
• Insurance Contracts - IFRS 17: The standard on Insurance Contracts replaces IFRS 4 - Insurance Contracts, and brings important changes to the measurement, recognition and disclosure of these contracts, through specific methodologies for each type of agreement.
Other new standards and interpretations issued but not yet effective
• Classification of Liabilities as Current or Non-Current – Amendments to IAS 1: clarifies when to take into account contractual conditions (covenants) that may impact the unconditional right to postpone the settlement of the liability for a minimum period of 12 months after the closure of the report, in addition to establish disclosure requirements for liabilities with covenants classified as non-current. These changes will come into effect from the start of the 2024 financial year, and there is no impact on the consolidated financial statements.
4.Material accounting policies
The accounting policies described below were applied in all years presented in the consolidated financial statements.
a.Basis for consolidation
Companies that Inter & Co controls are classified as subsidiaries. The Company controls an entity when it is exposed to or has the right to variable returns arising from its involvement with the entity and has the ability to use this power to affect the value of such returns.
The subsidiaries are consolidated in full as from the date the Company gains control of their activities until the date on which control ceases to exist. With regard to the significant restrictions on the Group’s ability to access or use the assets and settle the Group's liabilities, only the regulatory restrictions, linked to the compulsory reserves maintained in compliance with the requirement of the Central Bank of Brazil, which restrict the ability of subsidiaries of Inter to transfer cash to other entities within the economic group. There are no other legal or contractual restrictions and no guarantees or other requirements that may restrict that dividends and other capital distributions are paid or that loans and advances are made or paid to (or by) other entities within the economic group.
Table of Contents
|
|
|
|
|
|
| Inter & Co, Inc. |
Consolidated Financial Statements as of
December 31, 2023 and 2022
and for each of the years in the
three-year period ended December 31, 2023
|
The following table shows the subsidiaries in each year:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share in the capital (%) |
| Entity |
|
Branch of Activity |
|
Common shares and/or quotas |
|
Functional currency |
|
Country |
|
12/31/2023 |
|
12/31/2022 |
|
12/31/2021 |
| Direct subsidiaries |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Inter&Co Securities, LLC |
|
Holding Company |
|
— |
|
|
US$ |
|
USA |
|
100.0 |
% |
|
— |
|
|
— |
|
| Inter&Co Participações Ltda. |
|
Holding Company |
|
288,517,995 |
|
|
BRL |
|
Brazil |
|
100.0 |
% |
|
— |
|
|
— |
|
| INTRGLOBALEU Serviços Administrativos, LDA |
|
Holding Company |
|
1 |
|
|
EUR |
|
Portugal |
|
100.0 |
% |
|
— |
|
|
— |
|
| Inter US Holding, Inc |
|
Holding Company |
|
100 |
|
|
US$ |
|
USA |
|
100.0 |
% |
|
— |
|
|
— |
|
| Inter Holding Financeira S.A. |
|
Holding |
|
401,207,704 |
|
|
BRL |
|
Brazil |
|
100.0 |
% |
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share in the capital (%) |
| Entity |
|
Branch of Activity |
|
Common shares and/or quotas |
|
Functional currency |
|
Country |
|
12/31/2023 |
|
12/31/2022 |
|
12/31/2021 |
| Indirect subsidiaries |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Banco Inter S.A. |
|
Multiple Bank |
|
1,297,308,713 |
|
|
BRL |
|
Brazil |
|
100.0 |
% |
|
100.0 |
% |
|
31.4 |
% |
| Inter Distribuidora de Títulos e Valores Mobiliários Ltda. (a) |
|
Securities |
|
195,000,000 |
|
|
BRL |
|
Brazil |
|
100.0 |
% |
|
98.3 |
% |
|
30.9 |
% |
| Inter Digital Corretora e Consultoria de Seguros Ltda. |
|
Insurance broker |
|
59,750 |
|
|
BRL |
|
Brazil |
|
60.0 |
% |
|
60.0 |
% |
|
18.8 |
% |
| Inter Marketplace Ltda. |
|
Marketplace |
|
1,984,271,386 |
|
|
BRL |
|
Brazil |
|
100.0 |
% |
|
100.0 |
% |
|
31.4 |
% |
| Inter Asset Holding S.A. (b) |
|
Asset management |
|
750,814,000 |
|
|
BRL |
|
Brazil |
|
— |
% |
|
70.0 |
% |
|
22.0 |
% |
| Inter Titulos Fundo de Investimento |
|
Investment Fund |
|
499,388,000 |
|
|
BRL |
|
Brazil |
|
98.3 |
% |
|
98.3 |
% |
|
30.7 |
% |
| BMA Inter Fundo De Investimento Em Direitos Creditórios Multissetorial |
|
Investment Fund |
|
194,333,000 |
|
|
BRL |
|
Brazil |
|
86.5 |
% |
|
90.7 |
% |
|
28.3 |
% |
| TBI Fundo De Investimento Renda Fixa Credito Privado |
|
Investment Fund |
|
230,278,086 |
|
|
BRL |
|
Brazil |
|
100.0 |
% |
|
100.0 |
% |
|
31.4 |
% |
| TBI Fundo De Investimento Crédito Privado Investimento Exterior |
|
Investment Fund |
|
15,000,000 |
|
|
BRL |
|
Brazil |
|
100.0 |
% |
|
100.0 |
% |
|
31.4 |
|
| IG Fundo de Investimento Renda Fixa Crédito Privado (c) |
|
Investment Fund |
|
144,796,772 |
|
|
BRL |
|
Brazil |
|
100.0 |
% |
|
— |
% |
|
— |
|
| Inter Simples Fundo de Investimento em Direitos Creditórios Multissetorial (c) |
|
Investment Fund |
|
17,738 |
|
|
BRL |
|
Brazil |
|
99.1 |
% |
|
— |
% |
|
— |
|
| IM Designs Desenvolvimento de Software Ltda. |
|
Provision of services |
|
50,000,000 |
|
|
BRL |
|
Brazil |
|
50.0 |
% |
|
50.0 |
% |
|
15.7 |
|
| Acerto Cobrança e Informações Cadastrais S.A. |
|
Provision of services |
|
60,000,000,000 |
|
|
BRL |
|
Brazil |
|
60.0 |
% |
|
60.0 |
% |
|
18.9 |
|
| Inter & Co Payments, Inc |
|
Provision of services |
|
1,000 |
|
|
US$ |
|
USA |
|
100.0 |
% |
|
100.0 |
|
|
— |
|
| Inter Asset Gestão de Recursos Ltda (b) |
|
Asset management |
|
750,814 |
|
|
BRL |
|
Brazil |
|
70.9 |
% |
|
70.0 |
% |
|
22.0 |
|
| Inter Café Ltda. |
|
Provision of services |
|
3,010,000 |
|
|
BRL |
|
Brazil |
|
100.0 |
% |
|
100.0 |
% |
|
31.4 |
|
| Inter Boutiques Ltda. |
|
Provision of services |
|
2,510,008 |
|
|
BRL |
|
Brazil |
|
100.0 |
% |
|
100.0 |
% |
|
31.4 |
|
| Inter Food Ltda. |
|
Provision of services |
|
7,000,000 |
|
|
BRL |
|
Brazil |
|
70.0 |
% |
|
70.0 |
% |
|
22.0 |
% |
| Inter Viagens e Entretenimento Ltda. |
|
Provision of services |
|
94,515,000 |
|
|
BRL |
|
Brazil |
|
100.0 |
% |
|
100.0 |
|
|
— |
|
| Inter Conectividade Ltda. (d) |
|
Provision of services |
|
33,533,805 |
|
|
BRL |
|
Brazil |
|
100.0 |
% |
|
— |
|
|
— |
|
| Inter US Management, LLC |
|
Provision of services |
|
100,000 |
|
|
US$ |
|
USA |
|
100.0 |
% |
|
— |
|
|
— |
|
| Inter US Finance, LLC |
|
Provision of services |
|
100,000 |
|
|
US$ |
|
USA |
|
100.0 |
% |
|
— |
|
|
— |
|
(a) On February 15, 2023, Banco Inter S.A. acquired remaining shares of its subsidiary "Inter Distribuidora de Títulos e Valores Mobiliários Ltda", acquiring the remaining 416,667 shares at nominal value of R$1.00 each, fully subscribed and paid up.
(b) On October 25, 2023, a spin-off of Inter Asset Holding S.A. was implemented, and its remaining assets, corresponding to the equity interest owned by Banco Inter S.A., were merged into Banco Inter S.A. As a result of such transaction, Banco Inter S.A. became a direct shareholder of Inter Asset Gestão de Recursos Ltda., owning 70.87% of its equity interest, while Inter Asset Holding S.A. was subsequently terminated.
(c) In 2023, Inter&Co made an investment, acquiring a significant number of fund shares. As a result, the financial data related to these funds are now part of the consolidation basis of the company's financial statements.
(d) On April 1, 2023, the reorganization of entities under common control resulted in the spin off of the investment held by Inter Marketplace LTDA into the newly formed entity, Inter Conectividade Ltda.
Non-controlling interest
The Group recognizes the portion related to non-controlling interests in shareholders’ equity in the consolidated balance sheet. In transactions involving purchase of interests with non-controlling shareholders, the difference between the amount paid and the interest acquired is recorded in shareholders’ equity. Gains or losses on sales to non-controlling shareholders are also recorded in shareholders’ equity. The company owns 50% or more of the voting capital of all indirect subsidiaries.
Table of Contents
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| Inter & Co, Inc. |
Consolidated Financial Statements as of
December 31, 2023 and 2022
and for each of the years in the
three-year period ended December 31, 2023
|
Balances and transactions eliminated on consolidation
Intra-group balances and transactions, including any unrealized gains or losses arising from intra-group transactions, are eliminated in the consolidation process. Unrealized losses are eliminated only to the extent that there is no evidence of impairment.
b.Business combination
Business combinations are recorded using the acquisition method when the set of acquired activities and assets meets the definition of a business and control is transferred to the Group. In determining whether a set of activities and assets is a business, Inter assesses whether the acquired set of assets and activities includes at least one input and one substantive process that together contribute significantly to the ability to generate outputs.
Inter has the option to apply a "concentration test" that allows for a simplified assessment of whether a set of acquired activities and assets is not a business. The optional concentration test is met if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets.
The consideration transferred is generally measured at fair value, as are the identifiable net assets acquired. Any goodwill arising on the transaction is tested annually for impairment. Gains on a bargain purchase are recognized immediately in the income statement. Transaction costs are recorded in the income statement as incurred, except for costs related to the issue of debt or equity instruments.
The consideration transferred does not include amounts relating to the payment of pre-existing relationships. These amounts are generally recognized in the income statement.
Any contingent consideration payable is measured at its acquisition-date fair value. If the contingent consideration is classified as an equity instrument, then it is not remeasured and settlement is recorded within equity. The remaining contingent consideration is remeasured at fair value at each reporting date and subsequent changes in fair value are recorded in the income statement.
Inter US Finance, LLC and Inter US Management, LLC
On January 24, 2023, through the holding company "Inter US Holding, Inc.,", 100% of the share capital of Inter US Finance, LLC and Inter US Management, LLC were acquired.
Inter US Finance, LLC and Inter US Management, LLC are companies with operations in Florida, Georgia, and Colorado, providing real estate-focused credit. The company holds licenses in all three operating states and obtains funding from investors. The business specializes in originating and distributing mortgages, enabling the development of other loan portfolios in the US. With this acquisition, Inter & Co customers are expected to have access to a wider range of financial services.
i.Consideration transferred
The following table summarizes the amounts of consideration transferred:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| In thousands of Brazilian reais |
|
Inter US Finance, LLC |
|
Inter US Management, LLC |
| Cash |
|
1,970 |
|
|
388 |
|
| Share of Inter & Co |
|
— |
|
|
939 |
|
| Total consideration transferred |
|
1,970 |
|
|
1,327 |
|
Table of Contents
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|
| Inter & Co, Inc. |
Consolidated Financial Statements as of
December 31, 2023 and 2022
and for each of the years in the
three-year period ended December 31, 2023
|
Identifiable assets acquired, liabilities assumed and goodwill
The fair value of identifiable assets and liabilities of Inter US Finance, LLC and Inter US Management, LLC. at the acquisition date are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| In thousands of Brazilian reais |
|
Inter US Finance, LLC |
|
Inter US Management, LLC |
| Assets |
|
880 |
|
|
236 |
|
| Cash and cash equivalents |
|
860 |
|
|
3 |
|
| Other assets |
|
20 |
|
|
233 |
|
| Liabilities |
|
(806) |
|
|
(26) |
|
| Borrowing and onlending |
|
(806) |
|
|
— |
|
| Other liabilities |
|
— |
|
|
(26) |
|
| Total net identifiable assets at fair value |
|
74 |
|
|
210 |
|
| Total consideration transferred |
|
1,970 |
|
|
1,327 |
|
| Goodwill on acquisition (a) |
|
1,896 |
|
|
1,117 |
|
(a) Inter carried out the study on the purchase price allocation ("PPA") of the identifiable assets acquired, liabilities assumed and goodwill. The goodwill resulting from the acquisition of Inter US Finance, LLC and Inter US Management, LLC, are R$1,896 and R$1,117, respectively. These amounts represent the future economic benefits arising from the synergies generated by our expansion in US operations and by offering a broader range of financial services to our customers.
ii.Fair value measurement
The techniques used to measure the fair value of the significant assets acquired were as follows:
a. Customer portfolio: We estimated the asset through the fixed income approach, using the Multi-Period Excess Earnings Method (MPEEM). We identified the assets that contribute to the valuation and determined the appropriate economic remuneration rates for these assets. After the valuation, it was found that there is no value assigned to the customer portfolio, which means that this is not an intangible asset susceptible to market adjustments.
iii.Acquisition costs
Inter incurred acquisition-related costs of R$362 on attorney’s fees and due diligence costs. These costs were recorded as “Administrative expenses” in the income statement.
iv.Contribution to the Group's results
In the year ended December 31, 2023, Inter US Finance, LLC and Inter US Management, LLC, contributed net revenue of R$8,122 and a loss of R$4,796 to the Group’s results. If the acquisitions had occurred on January 1, 2023, there would be no significant impact in the Group’s total net revenue and loss for the period since the acquisitions were completed near the beginning of the reporting period.
c.Foreign currency
Transactions in foreign currency
Transactions in foreign currency are translated into the respective functional currencies of the Group’s entities by the spot exchange rates on the dates of the transactions.
Monetary assets and liabilities denominated in foreign currencies at reporting dates are translated into the functional currency at the spot exchange rate at that date. Non-monetary assets and liabilities measured at fair value in foreign currency are translated into the functional currency at the spot exchange rate at the date on which the fair value is determined. Non-monetary items that are measured based on historical cost in a foreign currency are translated using the spot exchange rate at the date of the transaction. Foreign currency differences arising on translation are generally recognized in profit or loss.
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| Inter & Co, Inc. |
Consolidated Financial Statements as of
December 31, 2023 and 2022
and for each of the years in the
three-year period ended December 31, 2023
|
Exchange variation adjustment
Assets and liabilities from foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated into the Brazilian Real at the exchange rates prevailing at the reporting date. Revenues and expenses from operations abroad are converted into the Real using the average exchange rates for the period.
The foreign currency differences generated in the translation into the presentation currency are recognized in other comprehensive income. If the subsidiary is not a wholly owned subsidiary, the corresponding portion of the translation difference is attributed to the non-controlling shareholders.
When a foreign entity is wholly or partially disposed of such that control, significant influence or joint control is lost, the cumulative amount of exchange rate changes related to such foreign entity is reclassified to profit or loss as a component. If the Group disposes of part of its interest in a subsidiary but retains control, the relevant proportion of the cumulative amount is attributed to the interest of non-controlling shareholders.
d.Cash and cash equivalents
The balance of cash and cash equivalents consists of cash held and bank deposits on demand (in Brazil and abroad) and other short-term highly liquid investments with original maturity dates not exceeding 3 months that are subject to insignificant risk of changes in their fair value. These instruments are used by the Group to manage its short-term commitments.
e.Financial assets and liabilities
Financial assets and liabilities are initially booked at fair value, and subsequently, measured at amortized cost or fair value.
i.Classification and Measurement of Financial Assets
Financial Instruments are classified as financial assets into the following measurement categories:
•Amortized cost;
•Fair value through other comprehensive income (FVOCI); or
•Fair value through profit or loss (FVTPL).
The classification and subsequent measurement of financial assets depend on:
•The business model in which they are managed;
•The characteristics of their cash flows (Solely Payment of Principal and Interest Test - SPPI Test).
Business model: represents the way in which the financial assets are managed to generate cash flows and does not depend on management’s intentions regarding an individual instrument.
Financial assets may be managed for the purpose of:
i) collecting contractual cash flows;
ii) collecting contractual cash flows and selling assets; or
iii) others.
To evaluate business models, the Group considers the risks affecting the performance of the business model; and how the performance of the business model is assessed and reported to management.
When the financial asset is held in business models “i” and “ii” above, the SPPI Test needs to be applied.
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|
|
|
|
|
| Inter & Co, Inc. |
Consolidated Financial Statements as of
December 31, 2023 and 2022
and for each of the years in the
three-year period ended December 31, 2023
|
SPPI Test: assessment of cash flows generated by the financial instrument in order to verify whether they refer only to payments of principal and interest, which includes only consideration for the time value of money, credit risk and other basic lending risks.
If the contractual terms introduce exposure to risks or volatility in cash flows, such as exposure to changes in the prices of equity instruments, the financial asset is classified as at fair value through profit or loss. Hybrid contracts shall be assessed as a single unit, including all embedded features.
Classification
Based on these factors, Inter applies the following criteria for each classification category:
Amortized Cost
•Assets managed to obtain cash flows consisting only of payments of principal and interest (SPPI Test);
•Initially recognized at fair value plus transaction costs;
•Subsequently measured at amortized cost, using the effective interest rate;
•Interest, including the amortization of premiums and discounts, is recognized in the Income Statement under the line item Interest income calculated using the effective interest method.
Financial Assets at Fair Value Through Other Comprehensive Income
•Assets managed both to obtain cash flows consisting only of payments of principal and interest (SPPI Test) and from sale;
•Initially recognized at fair value plus transaction costs and subsequently measured at fair value;
•Interest income is recognized in the Income Statement using the effective interest rate under the line item Interest income calculated using the effective interest method;
•Expected credit losses are recognized in the income statement;
•Unrealized gains and losses (except expected credit losses, currency rate differences, dividends and interest income) are recognized, net of applicable taxes, as other comprehensive income under the line item financial assets at FVOCI - net change in fair value.
Financial Assets at Fair Value Through Profit or Loss
•Assets that do not meet the classification criteria of the previous categories; or assets designated at initial recognition as at fair value through profit or loss to reduce "accounting mismatches";
•Initially recognized and subsequently measured at fair value;
•Transaction costs are recorded directly in the income statement;
•Gains and losses arising from changes in fair value are recognized in the income statement in the line item net gains/(losses) from derivatives or income from securities.
Regular purchases and sales of financial assets are recognized and derecognized, respectively, on the trading date.
Financial assets are derecognized when the rights to receive cash flows expire or when the Group transfers substantially all the risks and rewards. When the Group neither transfers nor retains substantially all the risks and rewards, the Group assesses if it has maintained control. If the Group has not retained control, then it derecognizes the asset. If the Group has retained control then it continues to recognize the asset to the extent of its continuing involvement.
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| Inter & Co, Inc. |
Consolidated Financial Statements as of
December 31, 2023 and 2022
and for each of the years in the
three-year period ended December 31, 2023
|
Financial assets and liabilities are offset and the net amount is reported in the balance sheet only when there is a legal right to offset the amounts recognized and there is the intention to settle them on a net basis or to realize the asset and settle the liability simultaneously.
Equity Instruments
An equity instrument is any contract proving a residual interest in the assets of an entity, after deducting all its liabilities, such as Shares and Quotas.
The Group measures all its equity instruments held at fair value through profit or loss. Gains and losses on equity instruments measured at fair value through profit or loss are recorded in the Income Statement.
Effective Interest Rate
The effective interest rate is established on initial recognition of financial assets and liabilities and is the rate that discounts estimated future receipts or payments over the expected life of the financial asset or liability to the value at initial recognition.
For the calculation of the effective interest rate, the Group estimates the cash flows considering all the contractual terms of the financial instrument, but does not consider future credit losses. The calculation includes all commissions paid or received between the parties to the agreement, transaction costs and all other premiums or discounts.
Interest income is calculated by applying the effective interest rate to the gross carrying amount of the financial asset.
Fair value
Fair value is the price that would be received for the sale of an asset or that would be paid by the transfer of a liability in an orderly transaction between market participants at the measurement date.
Details on the fair value of financial instruments as well as on the fair value hierarchy are presented in note nº 7.
Expected Credit Loss
The Group assesses, on a prospective basis, the expected credit loss associated with financial assets measured at amortized cost or at fair value through other comprehensive income. The recognition of the provision for expected credit loss is made on each reporting date and an expense is recognized in the income statement.
In the case of financial assets measured at fair value through other comprehensive income, the Group recognizes the expense for provision for credit losses in the income statement and adjusts the fair value gains or losses recognized in other comprehensive income.
Measurement of Expected Credit Loss
•Financial assets: the loss is measured at the present value of the difference between the contractual cash flows and the cash flows that the Group expects to receive discounted at the effective rate charged;
•Loan commitments: the loss is measured at the present value of the difference between the contractual cash flows that would be payable if the commitment was honored and the cash flows that the Group expects to receive;
•Financial guarantees: the loss is measured by the difference between the expected payments to the counterparty and the amounts that the Group expects to recover.
At every reporting period, the Group evaluates the expected loss of its credit portfolio.
Table of Contents
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|
| Inter & Co, Inc. |
Consolidated Financial Statements as of
December 31, 2023 and 2022
and for each of the years in the
three-year period ended December 31, 2023
|
At each reporting date, the Group estimates the expected loss of its credit portfolio. Expected loss is calculated using the following inputs: probability of default (PD), loss given default (LGD) and exposure to default (EAD):
•Probability of default (PD): The PD parameter indicates the probability of a customer defaulting within a given period of time calculated by internal assessment models. The PD is calculated taking into account the risk equivalent to a 12-month horizon, the risk associated with the total remaining term of the operation, or a 100% probability of default;
•Loss given default (LGD): The LGD expresses the percentage of loss in case of default, considering recovery efforts. The calculation is carried out taking into account the characteristics of the financial asset, as well as its guarantees and/or other relevant credit related characteristics;
•Exposure to default (EAD): EAD is the expected value of the Group's exposure to customers at default which is used in estimating the expected loss. In the case of commitments or financial guarantees provided, the EAD incorporates the expected drawdown of these commitments or guarantees at the date of default.
To calculate the expected credit loss, the loan portfolio is divided into products with similar characteristics, as follows: real estate loans; credit cards; personal loans and business loans.
Subsequently, customers are classified into rating levels according to the PD associated with each one. For the PD estimation, customer behavior is considered, considering information from credit bureaus and internal historical data.
For the LGD estimate, an exercise period - asset recovery - of up to 60 months is considered, considering the nature of the operations. However, to calculate the recovered value, the loss of value over time is considered to measure the economic impacts on that asset.
The Group uses the three-stage approach in measuring expected credit loss, given that financial assets are transferred from one stage to another based on changes in credit risk. The stages are as follows:
•Stage 1: the risk of loss in this stage does not present significant variations, the provision reflects expected losses resulting from potential defaults over the following 12 months;
•Stage 2: This stage is applied in the case of financial assets originated or acquired without credit recovery problems, which present a significant increase in risk since their initial recognition, without yet being credit-impaired. Inter assesses the risk of its financial assets based on absolute criteria (31 to 90 days of delay) and relative criteria that compare the current behavior score with the initial recognition score, taking into account variables such as default in other products and data market; and
•Stage 3: At this stage, the financial instrument is considered to be credit-impaired and has observable recovery problems due to one or more events that caused a loss. The Group identifies financial assets as credit-impaired based on assets overdue for more than 90 days or on indications that the debt will not be paid in full without activating financial guarantee. The provision for losses reflects expected losses due to credit risk over the residual life of the financial instrument.
In the event that the credit risk increases or decreases, the financial instrument may be transferred to stages 2 and 3 (high risk), or return to stage 1(low risk) in the event it no longer presents credit impairment problems or it has been bought/originated with signs of impairment.
Finally, in order to incorporate the macroeconomic perspectives that might affect the financial conditions of the portfolio, a correction factor based on a macroeconomic model is used; it considers the main market indicators: Interbank deposit rate (DI), broad national consumer price index (IPCA), gross domestic product (PIB) and minimum wage.
Table of Contents
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|
| Inter & Co, Inc. |
Consolidated Financial Statements as of
December 31, 2023 and 2022
and for each of the years in the
three-year period ended December 31, 2023
|
The probability of default of each product group is calibrated using a multiplier, which contemplates the forecasts for the variables mentioned above, with variations that represent a base scenario and a market stress scenario. The forecasts of the macroeconomic variables used are obtained by means of a study by the Research department of Inter, in addition to the evaluation of external forecasts.
To determine the provision for expected losses, the PD calibrated by the macroeconomic model is multiplied by the LGD and EAD of each operation, which results in the final expected credit loss of each asset.
The areas of credit risk and data intelligence are responsible for defining the methodologies and modeling used to measure the expected loss in credit operations and to assess the evolution of the provision amounts, on a recurrent basis.
Such areas monitor the trends noticed in the provision for expected credit loss by segment, in addition to establishing an initial understanding of the variables that may trigger changes in provision, PD or LGD.
Write-off of Financial Assets
When there is no reasonable expectation of recovery of a financial asset (generally when the customers is more than 360 past due or when the Group has been notified of the customer's death), the total write-off is made simultaneously with the reversal of the related provision for expected loss, with no net impact on profit or loss. Subsequent recoveries of these amounts are recorded as gains in the Income Statement, under Result of losses due to reduction in the recoverable value of financial assets.
ii. Classification and Measurement of Financial Liabilities
Financial liabilities are initially recognized at fair value and subsequently measured at amortized cost, except for:
Financial Liabilities at Fair Value Through Profit or Loss: classification applied to derivatives and other financial liabilities designated at fair value through profit or loss to reduce "accounting mismatches". The Group designates financial liabilities, irrevocably, at fair value through profit or loss on initial recognition (fair value option), when the option reduces or significantly eliminates measurement or recognition inconsistencies.
Derecognition and Modification of Financial Liabilities
The Group derecognizes a financial liability from the balance sheet when it is extinguished, i.e., when the obligation specified in the agreement is discharged, canceled or expired. An exchange of debt instrument or substantial modification of the terms of a financial liability results in the derecognition of the original financial liability and the recognition of a new one.
iii. Derivatives
All derivatives are recorded as financial assets when the fair value is positive, and as financial liabilities when the fair value is negative.
The Group has opted to continue to apply the accounting hedge requirements set forth in IAS 39 as at December 31, 2023, however, it may adopt the IFRS 9 requirements in future periods. Pursuant to this rule, derivatives may be designated and qualified as hedge instruments for accounting purposes and, depending on the nature of the hedged item, the method for recognizing fair value gains or losses will be different. All the following conditions shall be met to qualify as an accounting hedge:
•At the beginning of hedge, there is a formal designation and documentation of the hedge relationship and the objective and strategy of the entity's risk management;
•It is expected that hedge will be highly effective in achieving offsetting changes in the fair value or in the cash flows attributable to the hedged risk, consistent with the risk management strategy originally documented for this hedge relationship;
•For a cash flow hedge, an expected transaction that is subject to the hedge shall be highly likely and generate changes in cash flows that could ultimately affect profit or loss;
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|
| Inter & Co, Inc. |
Consolidated Financial Statements as of
December 31, 2023 and 2022
and for each of the years in the
three-year period ended December 31, 2023
|
•The hedge effectiveness can be reliably measured, i.e., the fair value or the cash flows of the hedged item attributable to the hedged risk and the fair value of the hedging instrument can be reliably measured; and
•The hedge effectiveness is measured on an ongoing basis and determined to be highly effective during all periods for which it was designated.
There are three possible types of hedges under the standards: fair value hedge, cash flow hedge and hedge of net investment in a foreign subsidiary. The Group uses only fair value hedge with derivatives as the hedging instruments.
For derivatives designated and qualified as part of a fair value hedge, the following practices are applied:
•The gain or loss resulting from the re-measurement of the hedging instrument at fair value is recognized in profit or loss; and
•The gain or loss resulting from the fair value measurement of the hedged item attributable to the designated risk is recognized in profit or loss. When the derivative expires or has been sold and the hedge or the accounting hedge criteria cease to be met, or the Group revokes the designation, the Group discontinues prospectively the hedge accounting. Any adjustment to the carrying amount of the hedged item is amortized in profit or loss.
In compliance with its risk management policies, as described in note 7, the Group uses derivative financial instruments, mainly swap registered with B3 (S.A. – Brasil, Bolsa, Balcão), in market risk hedges of certain loans and advances to customers. The derivative financial instruments are presented in note 11.
iv. Loan Commitments and Financial Guarantees
Loan commitments and financial guarantees are initially recognized at fair value. Subsequently this fair value is amortized over the life of the contract. If the Group concludes that the expected credit loss in respect of the contract is higher than the initial fair value less accumulated amortization, the contract is measured at the expected credit loss amount.
f.Non-current assets held for sale
Non-current assets held for sale include properties recovered from loans and advances to customers, if their carrying amount is expected to be recovered principally through sale rather than use. This condition is met only when the sale is highly probable, and the non-current asset is available for immediate sale in its current condition. Management must be committed to the sale, which, on recognition, is expected to be considered completed within one year of the classification date. The reclassification of assets to this balance sheet line item, when this condition is met, is carried out at the lower of its carrying amount or the fair value less costs to sell of the asset. The fair value less costs to sell of the properties is determined using the sales history of the previous year's inventory segregated according to the occupancy status (occupied or unoccupied) of the property. Subsequently, impairment is recognized if the fair value less costs to sell is lower than the book value.
g.Property and equipment
Recognition and measurement
Property and equipment items are measured at historical cost, excluding maintenance expenses, less accumulated depreciation and any accumulated impairment losses.
The cost includes expenses directly attributable to the acquisition of the asset. The cost of assets generated internally includes the cost of materials and direct labor as well as any other directly attributable costs required to make it ready for its intended use. Purchased software that is integral to the functionality of the related equipment is recorded as part of that equipment. The useful lives and residual values of the assets are reevaluated and adjusted, if necessary, at each balance sheet date or when applicable.
Gains and losses on the sale of property and equipment (calculated as the difference between the proceeds from the sale and the carrying value of property and equipment) are recorded in the Income Statement.
Table of Contents
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| Inter & Co, Inc. |
Consolidated Financial Statements as of
December 31, 2023 and 2022
and for each of the years in the
three-year period ended December 31, 2023
|
Subsequent expenditure
The cost of repairing or maintaining an item of property and equipment is recognized as part of the cost of the asset, when it is likely that the future economic benefits of the item will flow to the Group over more than one year and its cost can be measured reliably. Other costs of repairs and maintenance are recognized in profit or loss as they are incurred.
Depreciation
Depreciation of property and equipment is recognized using the straight-line method over their estimated useful lives to reduce their carrying amount to their estimated residual values. Land is not depreciated.
The estimated useful lives of items of property and equipment are as follows:
|
|
|
|
|
|
|
|
|
| Description |
|
Estimated useful lives |
|
|
|
| Buildings, furniture and equipment |
|
10 years |
| Data processing system |
|
5 years |
The depreciation methods, the useful lives and the residual values are reviewed at each reporting date and adjusted if appropriate.
h.Intangible assets
Goodwill
Goodwill results from the acquisition of subsidiaries and represents the excess of the sum of: (i) transferred consideration; (ii) the value of the non-controlling interest in the acquired company; and (iii), in a business combination achieved in stages, the fair value of the Group’s previously held equity interest in the company, over the fair value of the identifiable net assets acquired.
I. Analysis of impairment loss Inter&Co Payments, Inc
The impairment test of Inter&Co Payments, Inc was carried out for the base date of September 30, 2023 and no impairment to the recoverable value of the goodwill was recorded in this financial statements, given that the recoverable value of this CGU (Cash Generating Unit) was higher than its book value.
The recoverable values were calculated based on their value in use, discounting the future cash flows that are expected to be generated by the continuous use of their assets until their final disposal.
Main areas of judgment
The values assigned to key assumptions represent management's assessment of future trends in the relevant industry and were based on historical data from external and internal sources.
The discount rate used was determined based on five-year cash flow projections and a long-term growth rate was used to extrapolate cash flows beyond these periods.
Revenue growth was projected taking into account the revised US customer curve, in line with Inter's strategy for international business over the next 5 years. The budgeted profit before taxes, depreciation and amortization was based on expectations of future results taking into account past experience, adjusted for expected revenue growth. Assumptions for future revenue growth include the projected growth rate and long-term inflation expectations. The key assumptions described above may change as economic and market conditions change.
The estimated recoverable amount exceeded its carrying amount on September 30, 2023. The carrying amounts and the main assumptions used in determining recoverable amounts are:
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| Inter & Co, Inc. |
Consolidated Financial Statements as of
December 31, 2023 and 2022
and for each of the years in the
three-year period ended December 31, 2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Investment |
|
Carrying amount (a) |
|
Goodwill on 12/31/2023 |
|
Discount rate (%) |
|
Growth rate (%) |
| Inter&Co Payments, Inc |
|
R$901,810 |
|
R$554,759 |
|
55.0 |
|
|
3.0 |
(a) The carrying value in dollars according to the report as of September 30, 2023 was $180,362.
II. Analysis of impairment loss Granito Soluções em Pagamentos S.A.
The impairment test of Granito Soluções em Pagamentos S.A was carried out for the base date as of August 31, 2023 and no impairment to the recoverable value of the goodwill was recorded in these financial statements, given that the recoverable value of this CGU (Cash Generating Unit) was higher than its book value.
Recoverable amounts were calculated based on their value in use, discounting the future cash flows expected to be generated by the continued use of its assets until their final disposal.
Main areas of judgment
The values assigned to key assumptions represent management's assessment of future trends in the relevant industry and were based on historical data from external and internal sources.
The discount rate used was determined based on five-year cash flow projections and a long-term growth rate was used to extrapolate cash flows beyond these periods.
The revenue growth projection was based on the business plan and future prospects for market expansion for payment methods. The budgeted profit before taxes, depreciation and amortization was based on expectations of future results taking into account past experience, adjusted for expected revenue growth. The key assumptions described above may change as economic and market conditions change.
The estimated recoverable amount exceeded its carrying amount on August 31, 2023. The carrying amounts and the main assumptions used in determining recoverable amounts are:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Investment |
|
Carrying amount |
|
Goodwill on 12/31/2023 |
|
Discount rate (%) |
|
Growth rate (%) |
| Granito Soluções em Pagamentos S.A. |
|
R$1,438,398 |
|
R$60,589 |
|
17.8 |
|
|
3.0 |
Customer relationships
Customer relationships are recognized at fair value on the acquisition date. Subsequently they are measured at cost less accumulated amortization. The amortization is calculated using the linear method over the expected life of the relationship with the customer.
Software
Purchased software and licenses are capitalized based on the costs incurred to acquire them and make them ready for use. These costs are amortized over their useful lives.
Software maintenance costs are recognized as an expense as incurred. Development costs, which are directly attributable to the design and testing of identifiable and unique software products controlled by the Group, are recognized as intangible assets.
Directly attributable costs, which are capitalized as part of the software, include the cost of employees allocated to software development and an allocation of applicable overhead expenses. Costs also include borrowing costs incurred during the software development period.
Software development costs recognized as assets are amortized over their estimated useful life.
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| Inter & Co, Inc. |
Consolidated Financial Statements as of
December 31, 2023 and 2022
and for each of the years in the
three-year period ended December 31, 2023
|
Development cost
The cost of intangible assets generated internally includes all directly attributable expenses, necessary for creation, production and preparation of the asset to be able to function as intended by management. Development costs, which are directly attributable to a software development project controlled by the Group, are recognized as intangible assets. Directly attributable costs include the cost for employees allocated to the development of the software and an allocation of the applicable indirect expenses. The costs also include the financing costs incurred during the year of development of the software.
The development costs recognized as assets are amortized over their estimated useful life. The costs associated with software maintenance are recognized as expenses, as incurred.
Amortization
The estimated useful lives of intangible asset items are as follows:
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|
|
|
|
|
|
|
|
| Description |
|
Estimated useful lives |
| Customer relationships |
|
5 years |
| Internally developed software |
|
3 to 10 years |
| Software and licenses |
|
6 to 10 years |
The amortization methods and the useful lives are reviewed at each reporting date and adjusted if appropriate.
i.Impairment of non-financial assets
On each reporting date, the Group reviews the carrying amounts of its non-financial assets (other than deferred tax assets) to determine if there is any indication of impairment. In case there is such indication, then the recoverable value of the asset is estimated. The impairment test is performed at least annually or when there are events or circumstances that indicate that the carrying value exceeds its recoverable value.
For the purposes of assessing impairment, assets are grouped at the lowest level for which there are separately identifiable cash flows (i.e., cash-generating units - CGUs).
The recoverable amount of an asset or CGU is the higher of its value in use and its fair value less selling cost. Value in use is based on the estimated future cash flows, discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.
Impairment losses recognized in prior years are assessed at each reporting date to detect indications that the loss has decreased or no longer exists. An impairment loss is reversed only to the extent that the carrying amount of the asset does not exceed the carrying amount that would have been determined, net of depreciation and amortization, if no impairment had been recognized.
j.Provisions
A provision is recognized if, as a result of a past event, the Group has a present, legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation.
Provisions are determined based on expected future cash flows discounted at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability.
In establishing provisions, Management considers the opinion of its legal advisors, the nature of the lawsuits, the similarity with previous proceedings, the complexity and the position of the courts and the assessment of the probability of loss.
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| Inter & Co, Inc. |
Consolidated Financial Statements as of
December 31, 2023 and 2022
and for each of the years in the
three-year period ended December 31, 2023
|
Contingent liabilities are:
•a possible obligation arising from past events and whose existence may only be confirmed by the occurrence of one or more uncertain future events not fully within the Group’s control; or
•a present obligation stemming from past events that is not recognized because:
•it is not probable that an outflow of resources encompassing economic benefits shall be required in order to settle the obligation; or
•the amount of the obligation cannot be measured with sufficient certainty.
The provisions are measured at the best estimate of the disbursement required to settle the present obligation at the balance sheet date, considering:
•The risks and uncertainties involved;
•Where relevant, the financial effect produced by the discounted present value of future cash flows required to settle the obligation;
•Future events that may change the amount required to settle the obligation.
Contingent assets are recognized only when there is a secured guarantee or favorable court rulings over which there are no more appeals, characterizing the gain as practically certain. Contingent assets, whose expectation of success is probable, are disclosed when material.
k.Employee benefits
Short-term employee benefits
Short-term employee benefits are recognized as personnel expenses to the extent the corresponding service is provided. A liability is recognized for the amount expected to be paid if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation may be estimated reliably.
Share-based remuneration arrangements, settleable in shares
The fair value at the grant date of share-based compensation agreements granted to employees is recognized as an expense, with a corresponding increase in shareholders’ equity, during the period in which employees unconditionally acquire the right to the awards. The amount recognized as an expense is adjusted to reflect the number of awards for which there is an expectation that service and performance conditions will be met, in such a way that the final value recognized as an expense is based on the number of awards actually meeting the conditions of service and performance on the vesting date.
Cash-settled share-based compensation arrangements
The fair value of the amount payable to employees in respect of the cash-settled share appreciation rights is recognized as an expense with a corresponding increase in the liability over the period that the employees become unconditionally entitled to the payment. The liability is remeasured at each balance sheet date and at the settlement date, based on the fair value of the stock appreciation rights. Any changes in the fair value of the liability are recognized in the income statement as personnel expense.
l.Income tax and social contribution
Provisions are calculated considering the tax base in accordance with the relevant legislation and the applicable rates:
Deferred tax assets are recognized and measured based on expectations for realization, considering technical studies and analyses made by management.
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| Inter & Co, Inc. |
Consolidated Financial Statements as of
December 31, 2023 and 2022
and for each of the years in the
three-year period ended December 31, 2023
|
The Group performs a study regarding the likelihood of acceptance by the ultimate taxation authority of any uncertain tax positions it adopts based on its evaluation of different factors, including interpretation of the fiscal laws and past experience. No additional provision was recognized for any of the open fiscal periods. Such evaluation is grounded on estimates and assumptions, which may involve judgments of future events. New information can be made available, which would lead the Group to change its judgment regarding the suitability of the existing provision. Any such changes will impact the income tax expenses in the year they are made.
Current taxes
Current tax comprises the expected tax payable or receivable on the taxable profit or loss for the year and any adjustment to tax payable in respect of previous years. It is measured based on tax rates enacted or substantively enacted at the reporting date.
Deferred taxes
Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for accounting purposes and the amounts used for taxation purposes. The tax benefit of tax loss carryforwards is recognized only when it is probable that future taxable profits shall be generated in sufficient amounts to allow it to be realized. Income tax and social contribution expenses are recognized in the Income Statement, unless related to the valuation of financial instruments at FVOCI when these are recognized in other comprehensive income.
m.Interest
Interest income and expenses are calculated using the effective interest method (see note 4c) for all financial instruments at amortized cost and FVOCI.
The fair value changes of derivative financial instruments qualified for fair value hedges of interest rates are recorded as interest income or expenses in the same line item where the changes in the fair value of the hedged items are recorded.
n.Net result from services and commissions
The Group recognize revenue using a five step model as follows:
•Step 1 - Identify the contract(s) with the customer
•Step 2 - Identify the performance obligations in each contract
•Step 3 - Determine the transaction price in accordance with the contractual terms. If a contract includes variable consideration, the Group estimates the amount of consideration that it will be entitled to in exchange for transferring the promised goods or services to the customer, applying the constraint.
•Step 4 - Allocate the transaction price to the performance obligations in the contract based on their stand-alone selling price. The stand-alone selling price of the service is the price at which the Group would sell a service separately to a customer on a segregated basis. The best evidence of a stand-alone selling price is the observable price of a service when the Group sells that service separately under similar circumstances and to similar customers. If the service is not sold to a customer separately, the stand-alone selling price is estimated using an appropriate method. When estimating a stand-alone selling price, all information (including market conditions) that is available is considered and the use of observable data is maximized.
•Step 5 - Recognize revenue when (or as) the entity satisfies a performance obligation (i.e. the service is effectively rendered).
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| Inter & Co, Inc. |
Consolidated Financial Statements as of
December 31, 2023 and 2022
and for each of the years in the
three-year period ended December 31, 2023
|
The significant revenues of the Group are:
•Interchange fees are commission income from card transactions carried out by customers with cards issued by the Group. The performance obligation is satisfied when the transaction is made. The transaction price is pre-defined percentage of the total payment made using the card.
•Asset management activities (management of third party resources) generate management and performance fees. Management fees are recognized as the service is performed in each year. The performance fees are variable and are recognized at the end of each performance period when it is highly probable that a significant reversal will not subsequently occur.
•Income from bank fees is primarily related to account opening fees and fees charged for interbank transfers made by Inter account holders, and are recognized when the services are provided. The transaction price is the contractual amount.
•Commission and intermediation revenues relate to the intermediation of the sale of products and services. Revenues are recognized when the service of intermediation is performed at which point the performance obligation is satisfied. The transaction price is the contractual amount which, generally, is a percentage of the sale value.
•Income from credit operations refer to income from loans and financing in operations carried out at pre- and post-fixed rates. The transaction price is the contract value.
o.Equity
Share capital
The class A and class B shares are classified in equity. Additional costs directly attributable to the issuance of new shares or options are included in equity as a deduction of the amount raised, net of taxes.
Earnings per share
Basic earnings per share is calculated by dividing the net earnings attributable to shareholders of the Company by the weighted average number of shares outstanding during the year, which excludes the average number of shares held in treasury.
Diluted earnings is calculated by dividing the net earnings attributable to shareholders of the Company by the weighted average number of shares outstanding during the year, excluding the average number of shares held in treasury and adjusted for the effects of all potentially dilutive ordinary shares.
p.Lease
The Group does not have significant leases as a lessor.
At the inception of a contract, the Group evaluates whether a contract is or contains a lease. A contract is or contains a lease, if the contract transfers the right to control the use of an identified asset for a given period of time in return for compensation.
As lessee
At the beginning or upon amendment of a contract containing a lease component, the Group allocates the compensation in the contract to each lease and non-lease component based on its stand-alone price. However, for property leases, the Group opted not to separate the non-lease components and book the lease and non-lease components as a single lease component.
The Group recognizes a right-of-use asset and lease liability on the lease start date. The right-of-use asset is measured initially at cost, which is equal to the value of the initial measurement of the lease liability, adjusted by any lease payments made prior to the start date, plus any initial direct costs incurred by the lessee and estimate of costs to be incurred by the lessee to dismantle, remove or restore the asset, minus any lease incentives received.
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|
|
|
| Inter & Co, Inc. |
Consolidated Financial Statements as of
December 31, 2023 and 2022
and for each of the years in the
three-year period ended December 31, 2023
|
The right-of-use asset is subsequently depreciated by the straight line method from the start date to the end date of the lease term, unless the lease transfers the ownership of the underlying asset to the Group at the end of the lease term, or if the lease includes purchase options which the Group is reasonably certain to exercise. In these cases, the right-of-use asset is depreciated over the useful life of the asset. Furthermore, the right-of-use asset is periodically assessed for impairment, if any, and adjusted for certain re-measurements of the lease liability.
The lease liability is initially measured at present value of the outstanding lease payments discounted by the implicit interest rate of the lease or, if this rate cannot be determined, by the incremental borrowing rate of Inter.
Inter determines its incremental borrowing rate from interest rates on funding received from third parties adjusted to reflect the contract terms and the type of asset leased.
The lease payments included in the lease liability measurement comprise the following:
•fixed payments;
•variable lease payments, which depend on an index or rate, initially measured using the index or the rate on the start date;
•amounts expected to be paid by the Inter, according to the residual value guarantees;
•the price to exercise the purchase option, if the Inter is reasonably certain to exercise such option; and
•payments of fines for lease termination, if the lease term reflects the exercise of the option of the Inter to terminate the lease.
•The lease liability is measured at amortized cost, using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the of Inter estimate of the amount expected to be payable under a residual value guarantee, if the Inter changes its assessment of whether it will exercise a purchase, extension or termination option or if there is a revised in-substance fixed lease payment.
When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.
The Inter presents right-of-use assets as ‘Property and equipment” and lease liabilities in “Other liabilities” in the balance sheet.
Lease of low-value assets and short term leases
The Inter opted not to recognize right-of-use assets and lease liabilities for leases of low-value assets and short-term leases, including IT equipment. The Inter recognizes lease payments associated with these leases as an expense on a straight-line basis over the lease term.
5.Operating segments
Operating segments are disclosed based on internal information that is used by the chief operating decision maker to allocate resources and to assess performance. The chief operating decision-maker, responsible for allocating resources, evaluating the performance of the operating segments and responsible for making strategic decisions for the Group, is the CEO, together with the Board of Directors.
Profit by operating segment
Each operating segment is composed of one or more legal entities. The measurement of profit by operating segment takes into account all revenues and expenses recognized by the companies that make up each segment.
Transactions between segments are carried out under terms and rates compatible with those practiced with third parties, where applicable. The Group does not have any single customer accounting for more than 10% of its total net revenue.
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|
| Inter & Co, Inc. |
Consolidated Financial Statements as of
December 31, 2023 and 2022
and for each of the years in the
three-year period ended December 31, 2023
|
a.Banking & Spending
This segment comprises a wide range of banking products and services, such as checking accounts, debit and credit cards, deposits, loans, advances to customers, debt collection services and other services, which are available to the customers primarily by means of Inter’s mobile application. The segment also comprises foreign exchange services and money remittances between countries, including the Global Account digital solution, including investment funds consolidated by the Group.
b.Investments
This segment is responsible for operations related to the acquisition, sale and custody of securities, the structuring and distribution of securities in the capital market and operations related to the management of fund portfolios and other assets (purchase, sale, risk management). Revenues consist primarily of administration fees and commissions charged to investors for the rendering of such services.
c.Insurance Brokerage
This segment offers insurance products underwritten by insurance companies with which Inter has an agreement (‘partner insurance companies’), including warranties, life, property and automobile insurance and pension products, as well as consortium products provided by a third party with whom Inter has a commercial agreement. The income from brokerage commissions is recognized in the income statement when services are provided, that is, when the performance obligation is fulfilled upon sale to the customer.
d.Inter Shop
This segment includes sales of goods and/or services with partner companies through our digital platform. The segment income basically comprises commissions received for sales and/or for the rendering of these services.
Segment information
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of and for December 31, 2023 |
|
|
Banking & Spending |
|
Investments |
|
Insurance Brokerage |
|
Inter Shop |
|
Total of reportable segments |
|
Others |
|
Eliminations |
|
Consolidated |
| Interest income |
|
4,500,962 |
|
|
17,915 |
|
|
— |
|
|
39,075 |
|
|
4,557,952 |
|
|
7,093 |
|
|
(15,218) |
|
|
4,549,827 |
|
| Interest expenses |
|
(2,868,962) |
|
|
(30,466) |
|
|
— |
|
|
— |
|
|
(2,899,428) |
|
|
(13,649) |
|
|
25,504 |
|
|
(2,887,573) |
|
| Income from securities and derivatives |
|
1,465,883 |
|
|
51,302 |
|
|
2,083 |
|
|
34,461 |
|
|
1,553,729 |
|
|
2,391 |
|
|
(10,286) |
|
|
1,545,834 |
|
| Net interest income and income from securities and derivatives |
|
3,097,883 |
|
|
38,751 |
|
|
2,083 |
|
|
73,536 |
|
|
3,212,253 |
|
|
(4,165) |
|
|
— |
|
|
3,208,088 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net revenues from services and commissions |
|
919,740 |
|
|
100,379 |
|
|
121,278 |
|
|
155,537 |
|
|
1,296,934 |
|
|
7,448 |
|
|
— |
|
|
1,304,382 |
|
| Expenses from services and commissions |
|
(135,301) |
|
|
(253) |
|
|
— |
|
|
(4) |
|
|
(135,558) |
|
|
(24) |
|
|
— |
|
|
(135,582) |
|
| Other revenues |
|
456,704 |
|
|
18,444 |
|
|
49,798 |
|
|
25,511 |
|
|
550,457 |
|
|
5,241 |
|
|
(180,010) |
|
|
375,688 |
|
| Revenues |
|
4,339,026 |
|
|
157,321 |
|
|
173,159 |
|
|
254,580 |
|
|
4,924,086 |
|
|
8,500 |
|
|
(180,010) |
|
|
4,752,576 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Impairment losses on financial assets |
|
(1,534,297) |
|
|
— |
|
|
— |
|
|
(6,013) |
|
|
(1,540,310) |
|
|
(1,274) |
|
|
|
|
(1,541,584) |
|
| Revenues net of impairment losses on financial assets |
|
2,804,729 |
|
|
157,321 |
|
|
173,159 |
|
|
248,567 |
|
|
3,383,776 |
|
|
7,226 |
|
|
(180,010) |
|
|
3,210,992 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Administrative expenses |
|
(1,266,642) |
|
|
(69,331) |
|
|
(47,679) |
|
|
(59,662) |
|
|
(1,443,314) |
|
|
(18,034) |
|
|
— |
|
|
(1,461,348) |
|
| Personnel expenses |
|
(641,813) |
|
|
(70,498) |
|
|
(18,945) |
|
|
(37,611) |
|
|
(768,867) |
|
|
(21,872) |
|
|
— |
|
|
(790,739) |
|
| Tax expenses |
|
(249,029) |
|
|
(12,917) |
|
|
(15,723) |
|
|
(35,137) |
|
|
(312,806) |
|
|
(13,778) |
|
|
— |
|
|
(326,584) |
|
| Depreciation and amortization |
|
(145,077) |
|
|
(5,022) |
|
|
(1,045) |
|
|
(9,095) |
|
|
(160,239) |
|
|
(201) |
|
|
— |
|
|
(160,440) |
|
| Income from equity interests in associates |
|
(32,040) |
|
|
— |
|
|
— |
|
|
— |
|
|
(32,040) |
|
|
— |
|
|
— |
|
|
(32,040) |
|
| Profit / (loss) before income tax |
|
470,128 |
|
|
(447) |
|
|
89,767 |
|
|
107,062 |
|
|
666,510 |
|
|
(46,659) |
|
|
(180,010) |
|
|
439,841 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Income tax |
|
(6,950) |
|
|
3,046 |
|
|
(30,380) |
|
|
(52,623) |
|
|
(86,907) |
|
|
(674) |
|
|
— |
|
|
(87,581) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Profit / (loss) for the year |
|
463,178 |
|
|
2,599 |
|
|
59,387 |
|
|
54,439 |
|
|
579,603 |
|
|
(47,333) |
|
|
(180,010) |
|
|
352,260 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total assets |
|
60,102,556 |
|
|
570,182 |
|
|
211,213 |
|
|
337,810 |
|
|
61,221,761 |
|
|
96,447 |
|
|
(966,411) |
|
|
60,351,797 |
|
| Total liabilities |
|
52,501,608 |
|
|
326,926 |
|
|
96,198 |
|
|
141,600 |
|
|
53,066,332 |
|
|
(19,167) |
|
|
(292,059) |
|
|
52,755,106 |
|
| Total equity |
|
7,600,948 |
|
|
243,256 |
|
|
115,015 |
|
|
196,210 |
|
|
8,155,429 |
|
|
115,614 |
|
|
(674,352) |
|
|
7,596,691 |
|
Table of Contents
|
|
|
|
|
|
| Inter & Co, Inc. |
Consolidated Financial Statements as of
December 31, 2023 and 2022
and for each of the years in the
three-year period ended December 31, 2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of and for December 31, 2022 |
|
|
Banking & Spending |
|
Investments |
|
Insurance Brokerage |
|
Inter Shop |
|
Total of reportable segments |
|
Others |
|
Eliminations |
|
Consolidated |
| Interest income |
|
2,717,951 |
|
|
4,901 |
|
|
26 |
|
|
11 |
|
|
2,722,889 |
|
|
96,533 |
|
|
(16,764) |
|
|
2,802,658 |
|
| Interest expenses |
|
(1,903,112) |
|
|
(17,228) |
|
|
(99) |
|
|
— |
|
|
(1,920,439) |
|
|
(71,042) |
|
|
18,631 |
|
|
(1,972,850) |
|
| Income from securities and derivatives |
|
1,535,706 |
|
|
25,075 |
|
|
1,330 |
|
|
17,313 |
|
|
1,579,424 |
|
|
68,987 |
|
|
(142,790) |
|
|
1,505,621 |
|
| Net interest income and income from securities and derivatives |
|
2,350,545 |
|
|
12,748 |
|
|
1,257 |
|
|
17,324 |
|
|
2,381,874 |
|
|
94,478 |
|
|
(140,923) |
|
|
2,335,429 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net revenues from services and commissions |
|
499,708 |
|
|
87,078 |
|
|
81,903 |
|
|
291,953 |
|
|
960,642 |
|
|
8,969 |
|
|
(1,572) |
|
|
968,039 |
|
| Expenses from services and commissions |
|
(123,873) |
|
|
(1) |
|
|
— |
|
|
(4) |
|
|
(123,878) |
|
|
(6,927) |
|
|
1,572 |
|
|
(129,233) |
|
| Other revenues |
|
501,181 |
|
|
25,349 |
|
|
47,393 |
|
|
58,082 |
|
|
632,005 |
|
|
12,078 |
|
|
(255,621) |
|
|
388,462 |
|
| Revenues |
|
3,227,561 |
|
|
125,174 |
|
|
130,553 |
|
|
367,355 |
|
|
3,850,643 |
|
|
108,598 |
|
|
(396,544) |
|
|
3,562,697 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Impairment losses on financial assets |
|
(1,083,538) |
|
|
855 |
|
|
— |
|
|
— |
|
|
(1,082,683) |
|
|
(554) |
|
|
— |
|
|
(1,083,237) |
|
| Revenues net of impairment losses on financial assets |
|
2,144,023 |
|
|
126,029 |
|
|
130,553 |
|
|
367,355 |
|
|
2,767,960 |
|
|
108,044 |
|
|
(396,544) |
|
|
2,479,460 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Administrative expenses |
|
(1,366,394) |
|
|
(39,513) |
|
|
(11,476) |
|
|
(61,922) |
|
|
(1,479,305) |
|
|
(15,179) |
|
|
— |
|
|
(1,494,484) |
|
| Personnel expenses |
|
(685,072) |
|
|
(15,575) |
|
|
(8,278) |
|
|
(19,087) |
|
|
(728,012) |
|
|
(5,593) |
|
|
— |
|
|
(733,605) |
|
| Tax expenses |
|
(206,239) |
|
|
(8,719) |
|
|
(13,548) |
|
|
(20,082) |
|
|
(248,588) |
|
|
— |
|
|
— |
|
|
(248,588) |
|
| Depreciation and amortization |
|
(155,840) |
|
|
(2,780) |
|
|
(616) |
|
|
(4,615) |
|
|
(163,851) |
|
|
(121) |
|
|
— |
|
|
(163,972) |
|
| Income from equity interests in associates |
|
(17,384) |
|
|
— |
|
|
— |
|
|
— |
|
|
(17,384) |
|
|
— |
|
|
— |
|
|
(17,384) |
|
| Profit / (loss) before income tax |
|
(286,906) |
|
|
59,442 |
|
|
96,635 |
|
|
261,649 |
|
|
130,820 |
|
|
87,151 |
|
|
(396,544) |
|
|
(178,573) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Income tax |
|
249,311 |
|
|
(17,052) |
|
|
(31,473) |
|
|
(56,369) |
|
|
144,417 |
|
|
20,077 |
|
|
— |
|
|
164,494 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Profit / (loss) for the year |
|
(37,595) |
|
|
42,390 |
|
|
65,162 |
|
|
205,280 |
|
|
275,237 |
|
|
107,228 |
|
|
(396,544) |
|
|
(14,079) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total assets |
|
46,473,673 |
|
|
464,654 |
|
|
148,411 |
|
|
490,752 |
|
|
47,577,490 |
|
|
22,199,379 |
|
|
(23,433,769) |
|
|
46,343,100 |
|
| Total liabilities |
|
39,353,463 |
|
|
380,246 |
|
|
93,001 |
|
|
183,568 |
|
|
40,010,278 |
|
|
159,782 |
|
|
(916,064) |
|
|
39,253,996 |
|
| Total equity |
|
7,120,210 |
|
|
84,408 |
|
|
55,410 |
|
|
307,184 |
|
|
7,567,212 |
|
|
22,039,597 |
|
|
(22,517,705) |
|
|
7,089,104 |
|
Table of Contents
|
|
|
|
|
|
| Inter & Co, Inc. |
Consolidated Financial Statements as of
December 31, 2023 and 2022
and for each of the years in the
three-year period ended December 31, 2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of and for December 31, 2021 |
|
|
Banking & Spending |
|
Investments |
|
Insurance Brokerage |
|
Inter Shop |
|
Total of reportable segments |
|
Others |
|
Eliminations |
|
Consolidated |
| Interest income |
|
1,398,269 |
|
|
875 |
|
|
— |
|
|
— |
|
|
1,399,144 |
|
|
43,447 |
|
|
(7,163) |
|
|
1,435,428 |
|
| Interest expenses |
|
(543,899) |
|
|
(8,012) |
|
|
— |
|
|
— |
|
|
(551,911) |
|
|
— |
|
|
8,669 |
|
|
(543,242) |
|
| Income from securities and derivatives |
|
710,190 |
|
|
12,856 |
|
|
5,427 |
|
|
371 |
|
|
728,844 |
|
|
23,059 |
|
|
(54,620) |
|
|
697,283 |
|
| Net interest income and income from securities and derivatives |
|
1,564,560 |
|
|
5,719 |
|
|
5,427 |
|
|
371 |
|
|
1,576,077 |
|
|
66,506 |
|
|
(53,114) |
|
|
1,589,469 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net revenues from services and commissions |
|
248,446 |
|
|
59,950 |
|
|
51,670 |
|
|
180,528 |
|
|
540,594 |
|
|
1,975 |
|
|
— |
|
|
542,569 |
|
| Expenses from services and commissions |
|
(100,297) |
|
|
— |
|
|
— |
|
|
— |
|
|
(100,297) |
|
|
— |
|
|
— |
|
|
(100,297) |
|
| Other revenues |
|
349,657 |
|
|
30,184 |
|
|
53 |
|
|
2,862 |
|
|
382,756 |
|
|
20 |
|
|
(192,694) |
|
|
190,082 |
|
| Revenues |
|
2,062,366 |
|
|
95,853 |
|
|
57,150 |
|
|
183,761 |
|
|
2,399,130 |
|
|
68,501 |
|
|
(245,808) |
|
|
2,221,823 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Impairment losses on financial assets |
|
(595,610) |
|
|
— |
|
|
— |
|
|
— |
|
|
(595,610) |
|
|
29 |
|
|
— |
|
|
(595,581) |
|
| Revenues net of impairment losses on financial assets |
|
1,466,756 |
|
|
95,853 |
|
|
57,150 |
|
|
183,761 |
|
|
1,803,520 |
|
|
68,530 |
|
|
(245,808) |
|
|
1,626,242 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Administrative expenses |
|
(1,076,718) |
|
|
(26,951) |
|
|
20,161 |
|
|
(12,432) |
|
|
(1,095,940) |
|
|
(14,008) |
|
|
(54,255) |
|
|
(1,164,203) |
|
| Personnel expenses |
|
(414,082) |
|
|
(10,317) |
|
|
(6,615) |
|
|
(9,804) |
|
|
(440,818) |
|
|
(2,510) |
|
|
— |
|
|
(443,328) |
|
| Tax expenses |
|
(120,441) |
|
|
(6,753) |
|
|
(5,193) |
|
|
(14,370) |
|
|
(146,757) |
|
|
— |
|
|
— |
|
|
(146,757) |
|
| Depreciation and amortization |
|
(102,052) |
|
|
(631) |
|
|
(338) |
|
|
(2,637) |
|
|
(105,658) |
|
|
(60) |
|
|
11,467 |
|
|
(94,251) |
|
| Income from equity interests in associates |
|
(8,764) |
|
|
— |
|
|
— |
|
|
— |
|
|
(8,764) |
|
|
— |
|
|
— |
|
|
(8,764) |
|
| Profit / (loss) before income tax |
|
(255,301) |
|
|
51,201 |
|
|
65,165 |
|
|
144,518 |
|
|
5,583 |
|
|
51,952 |
|
|
(288,596) |
|
|
(231,061) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Income tax |
|
229,352 |
|
|
(14,871) |
|
|
(10,791) |
|
|
(25,970) |
|
|
177,720 |
|
|
(1,727) |
|
|
— |
|
|
175,993 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Profit / (loss) for the year |
|
(25,949) |
|
|
36,330 |
|
|
54,374 |
|
|
118,548 |
|
|
183,303 |
|
|
50,225 |
|
|
(288,596) |
|
|
(55,068) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total assets |
|
36,609,676 |
|
|
379,389 |
|
|
124,670 |
|
|
232,470 |
|
|
37,346,205 |
|
|
6,231,057 |
|
|
(6,950,924) |
|
|
36,626,338 |
|
| Total liabilities |
|
28,204,305 |
|
|
320,743 |
|
|
69,890 |
|
|
90,756 |
|
|
28,685,694 |
|
|
16,837 |
|
|
(525,977) |
|
|
28,176,554 |
|
| Total equity |
|
8,405,371 |
|
|
58,646 |
|
|
54,780 |
|
|
141,714 |
|
|
8,660,511 |
|
|
6,214,220 |
|
|
(6,424,947) |
|
|
8,449,784 |
|
6.Financial risk management
Risk management at Inter includes credit, market, liquidity and operational risks. Risk management activities are carried out by independent and specialized structures, in accordance with previously defined policies and strategies. In general, the activities and processes seek to identify, measure, and control the financial and non-financial risks to which Inter is subject.
The model adopted by Inter & Co, Inc., involves a structure of areas and committees that seek to ensure:
• Segregation of function;
• Specific unit for risk management;
• Defined management process;
• Clear norms and competence structure;
• Defined limits and margins; and
• Reference to best management practices.
a.Credit risk
Credit risk is defined as the possibility of losses associated with the failure of the borrower or counterparty to meet their respective financial obligations in the agreed-upon terms or the devaluation of a credit agreement arising from the increased risk of default by the borrower, among others.
Table of Contents
|
|
|
|
|
|
| Inter & Co, Inc. |
Consolidated Financial Statements as of
December 31, 2023 and 2022
and for each of the years in the
three-year period ended December 31, 2023
|
The financial instruments subject to credit risk are submitted to careful credit evaluation prior to contracting, as well as throughout the term of the respective operations. The credit analyses are based on the borrower's (or counterparty's) economic and financial capacity behavior, including payment history and credit reputation, in addition to the terms and conditions of the respective credit operation, including terms, rates and guarantees.
Loans and advances to customers, as shown in Note 12, are mainly represented by the following operations:
• Credit card: credit operations related to credit card limits, mostly without attached guarantees;
• Business loans: working capital operations, receivables, discounts and loans in general, with or without attached guarantees;
• Real estate loans: loans and financing operations secured by real estate, with attached guarantees;
• Personal loans: loan and payroll card operations, personal loans with and without transfer guarantees; and
• Agribusiness loans: financing operations for costing, investment, commercialization and/or industrialization granted to rural producers, with or without attached guarantees.
Mitigation of Exposure
In order to maintain the exposures within the risk levels established by senior management, Inter adopts measures to mitigate credit risk. Exposure to credit risk is mitigated through the structuring of guarantees, adapting the risk level to be incurred to the characteristics of the collateral taken at the time of granting. Risk indicators are monitored on an on-going basis and proposal for alternatives forms of mitigation are assessed, whenever the exposure behavior to credit risk of any unit, region, product or segment requires it. Additionally, credit risk mitigation takes place through product repositioning and adjusting operational processes or operation approval levels.
In addition to the activities described above, goods pledged in guarantee are subject to a technical assessment / valuation at least once every twelve months. In the case of personal guarantees, an analysis of the financial and economic circumstances of the guarantor is made considering their other debts with third parties, including tax, social security and labor debt.
Credit standards guide operational units and cover, among other aspects, the classification, requirement, selection, assessment, formalization, control and reinforcement of guarantees, aiming to ensure the adequacy and sufficiency of mitigating instruments throughout the cycle of the loan.
In 2023 there were no material changes to the nature of the credit risk exposures, how they arise or the Group’s objectives, policies and processes for managing them, although Inter continues to refine its internal risk management processes.
Measurement
The measurement of credit risk by Inter is carried out considering the following:
•At the time that credit is granted, an assessment of a customer’s financial condition is undertaken through the application of qualitative and quantitative methods and using information collected from the market, in order to support the adequacy of the risk exposure being proposed;
•The assessment is carried out at the counterparty level, considering information on guarantors where applicable. The exposure to the credit risk is also measured in extreme scenarios, using stress techniques and scenario analysis. The models applied to determine the rating of customers and loans are reviewed periodically in order to ensure they reflect the macroeconomic scenario and actual loss experience, as per information in note 12;
•The aging of late payments in portfolios is monitored in order to identify trends or changes in the behavior of non-performing loans and allow the adoption of mitigating measures when required;
Table of Contents
|
|
|
|
|
|
| Inter & Co, Inc. |
Consolidated Financial Statements as of
December 31, 2023 and 2022
and for each of the years in the
three-year period ended December 31, 2023
|
•Expected credit loss reflects the risk level of loans and allows monitoring and control of the portfolio’s exposure level and the adoption of risk mitigation measures;
•The expected credit loss is a forecast of the risk levels of the credit portfolio. Its calculation is based on the historical payment behavior and the distribution of the portfolio by product and risk level. This is a key input to the process of pricing loans and advances to customers; and
•In addition to the monitoring and measurement of indicators under normal conditions, simulations of changes in business environment and economic scenario are also performed in order to predict the impact of such changes in levels of exposure to risks, provisions and balance of such portfolios and to support the process of reviewing the exposure limits and the credit risk policy.
b.Description of guarantees
The financial instruments subject to credit risk are subject to careful assessment of credit prior to being contracted and disbursed and risk assessment is ongoing throughout the term of the instruments. Credit assessments are based on an understanding of the customers’ operational characteristics, their indebtedness capacity, considering cash flow, payment history and credit reputation, and any guarantees given.
Loans and advances to customers, as shown in Note 10, are mainly represented by the following operations:
•Working capital operations: are guaranteed by receivables, promissory notes, sureties provided by their owners and occasionally by property or other tangible assets, when applicable;
•Payroll loans repayments: are mainly represented by payroll loan cards and personal loans. These are deducted directly from the borrowers’ pensions, income or salaries and settled directly by the entity responsible for making those payments (e.g. company or government body); The operations concerning FGTS (Guarantee Fund for Time of Service) , such as the anniversary withdrawal are guaranteed through transfer;
•Personal loans and credit cards: generally, do not have guarantees; and
•Real estate financing: is collateralized by the real estate financed.
Guarantees of real estate loans and financing
The tables below present the amount of loans and financing secured by property, broken down by loan-to-value. The loan-to-value is calculated by the ratio between the gross value of the exposure and the value of the guarantee at the origination date. Gross amounts exclude any provision for impairment:
|
|
|
|
|
|
|
|
|
|
|
|
|
12/31/2023 |
|
12/31/2022 |
| Lower than 30% |
1,210,884 |
|
|
693,322 |
|
| 31 - 50% |
2,157,130 |
|
|
1,689,190 |
|
| 51 - 70% |
3,227,703 |
|
|
2,308,020 |
|
| 71 - 90% |
1,664,885 |
|
|
1,503,703 |
|
| Higher than 90% |
322,967 |
|
|
57,577 |
|
|
8,583,568 |
|
|
6,251,812 |
|
Table of Contents
|
|
|
|
|
|
| Inter & Co, Inc. |
Consolidated Financial Statements as of
December 31, 2023 and 2022
and for each of the years in the
three-year period ended December 31, 2023
|
c.Liquidity risk
Liquidity risk is the possibility that the Group is not able to efficiently meet its expected or unexpected obligations, including those resulting from binding guarantees, without incurring significant losses. This also includes the possibility of the Group not being able to negotiate a sale of an asset at market price due to its volume in relation to the volume normally transacted or due to any discontinuity in the market.
The liquidity risk management structure is segregated and works proactively with the aim of monitoring and preventing any breach of limits on liquidity ratios. The monitoring of liquidity risk encompasses the entire flow of receipts and payments for the Group so that risk mitigating actions may be implemented. This monitoring is carried out primarily by the Assets and Liabilities Committee and the Risk and Capital Management Committee. These committees evaluate liquidity risk information that is available in the Group’s systems, such as:
•Top 10 investors;
•Mismatch between assets and liabilities;
•Net Funding;Liquidity limits;Maturity forecast;
•Stress tests based on internally defined scenarios;
•Liquidity contingency plans;
•Monitoring of asset and liability concentrations;
•Monitoring of Liquidity Ratio and funding renewal rates; and
•Reports with information on positions held by Inter and its subsidiaries.
In 2023 there were no material changes to the nature of the liquidity risk exposures, how they arise or the Group’s objectives, policies and processes for managing them, although the Group continues to refine its internal risk management processes.
The responsibilities of the Liquidity Risk Management Framework are distributed between different committees and hierarchical levels, including: Board of Directors, Asset and Liability Committee (ALC), Officer in charge of Risk Management, Superintendent of Compliance, Risk Management and Internal Controls and Risk Coordination. These consider the internal and external factors affecting the liquidity of the Group, and a detailed daily monitoring of incoming and outgoing movements of loans and advances to customers, time deposits, savings, Agribusiness Credit Bills (LCA), Real Estate Secured Bonds (LCI), Guaranteed Real Estate Letters (LIG) and demand deposits is performed. Time deposits are analyzed according to the concentration, maturities, renewals, repurchases and new funding.
Table of Contents
|
|
|
|
|
|
| Inter & Co, Inc. |
Consolidated Financial Statements as of
December 31, 2023 and 2022
and for each of the years in the
three-year period ended December 31, 2023
|
d.Analyses of financial instruments by remaining contractual term
The table below presents the projected future realizable value of Inter’s financial assets and liabilities by contractual term:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/31/2023 |
|
Note |
|
Up to 3 months |
|
3 months Up to 1 year |
|
Above 1 year |
|
Total |
| Financial assets |
|
|
|
|
|
|
|
|
|
| Cash and cash equivalents |
8 |
|
4,259,379 |
|
|
— |
|
|
— |
|
|
4,259,379 |
|
| Amounts due from financial institutions |
9 |
|
3,718,506 |
|
|
— |
|
|
— |
|
|
3,718,506 |
|
| Compulsory deposits at Central Bank of Brazil |
|
|
2,664,415 |
|
|
— |
|
|
— |
|
|
2,664,415 |
|
| Securities |
10 |
|
412,674 |
|
|
290,149 |
|
|
16,165,289 |
|
|
16,868,112 |
|
| Derivative financial assets |
11 |
|
4,238 |
|
|
— |
|
|
— |
|
|
4,238 |
|
| Loans and advances to customers |
12.e |
|
7,509,850 |
|
|
8,366,848 |
|
|
13,907,603 |
|
|
29,784,301 |
|
| Other assets |
17 |
|
— |
|
|
— |
|
|
109,682 |
|
|
109,682 |
|
| Total |
|
|
18,569,062 |
|
|
8,656,997 |
|
|
30,182,574 |
|
|
57,408,633 |
|
|
|
|
|
|
|
|
|
|
|
| Financial liabilities |
|
|
|
|
|
|
|
|
|
| Liabilities with financial and similar institutions |
18 |
|
7,913,830 |
|
|
1,608,639 |
|
|
— |
|
|
9,522,469 |
|
| Liabilities with customers |
19 |
|
16,873,560 |
|
|
2,335,763 |
|
|
13,442,297 |
|
|
32,651,620 |
|
| Securities issued |
20 |
|
970,976 |
|
|
4,068,815 |
|
|
3,055,251 |
|
|
8,095,042 |
|
| Derivative financial liabilities |
11 |
|
295 |
|
|
9,686 |
|
|
5,082 |
|
|
15,063 |
|
| Borrowing and onlending |
21 |
|
5,283 |
|
|
81,839 |
|
|
20,290 |
|
|
107,412 |
|
| Total |
|
|
25,763,944 |
|
|
8,104,742 |
|
|
16,522,920 |
|
|
50,391,606 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/31/2022 |
|
Note |
|
Up to 3 months |
|
3 months to 1 year |
|
Above 1 year |
|
Total |
| Financial assets |
|
|
|
|
|
|
|
|
|
| Cash and cash equivalents |
8 |
|
1,331,648 |
|
|
— |
|
|
— |
|
|
1,331,648 |
|
| Amounts due from financial institutions |
9 |
|
4,258,856 |
|
|
— |
|
|
— |
|
|
4,258,856 |
|
| Compulsory deposits at Central Bank of Brazil |
|
|
2,854,778 |
|
|
— |
|
|
— |
|
|
2,854,778 |
|
| Securities |
10 |
|
666,788 |
|
|
272,489 |
|
|
11,509,288 |
|
|
12,448,565 |
|
| Loans and advances to customers |
12.e |
|
6,222,386 |
|
|
5,916,020 |
|
|
10,559,922 |
|
|
22,698,328 |
|
| Other assets |
17 |
|
— |
|
|
— |
|
|
87,318 |
|
|
87,318 |
|
| Total |
|
|
15,334,456 |
|
|
6,188,509 |
|
|
22,156,528 |
|
|
43,679,493 |
|
|
|
|
|
|
|
|
|
|
|
| Financial liabilities |
|
|
|
|
|
|
|
|
|
| Liabilities with financial and similar institutions |
18 |
|
7,906,897 |
|
|
— |
|
|
— |
|
|
7,906,897 |
|
| Liabilities with customers |
19 |
|
14,873,030 |
|
|
849,420 |
|
|
7,920,354 |
|
|
23,642,804 |
|
| Securities issued |
20 |
|
1,149,070 |
|
|
421,032 |
|
|
4,632,063 |
|
|
6,202,165 |
|
| Derivative financial instruments |
11 |
|
— |
|
|
— |
|
|
37,768 |
|
|
37,768 |
|
| Borrowing and onlending |
21 |
|
4,988 |
|
|
4,137 |
|
|
27,323 |
|
|
36,448 |
|
| Total |
|
|
23,933,985 |
|
|
1,274,589 |
|
|
12,617,508 |
|
|
37,826,082 |
|
Table of Contents
|
|
|
|
|
|
| Inter & Co, Inc. |
Consolidated Financial Statements as of
December 31, 2023 and 2022
and for each of the years in the
three-year period ended December 31, 2023
|
e.Financial assets and liabilities using a current/non-current classification
The table below represents Group’s current financial assets (realized within 12 months of the reporting date), non-current financial assets (realized more than 12 months after the reporting date) and current financial liabilities (it is due to be settled within 12 months of the reporting date) and non-current financial liabilities (is due to be settled more than 12 months after the reporting date)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/31/2023 |
|
|
Note |
|
Current |
|
Non-current |
|
Total |
| Assets |
|
|
|
|
|
|
|
|
| Cash and cash equivalents |
|
8 |
|
4,259,379 |
|
|
— |
|
|
4,259,379 |
|
| Amounts due from financial institutions |
|
9 |
|
3,718,506 |
|
|
— |
|
|
3,718,506 |
|
| Compulsory deposits at Central Bank of Brazil |
|
|
|
2,664,415 |
|
|
— |
|
|
2,664,415 |
|
| Securities |
|
10 |
|
702,823 |
|
|
16,165,289 |
|
|
16,868,112 |
|
| Derivative financial assets |
|
11 |
|
4,238 |
|
|
— |
|
|
4,238 |
|
| Loans and advances to customers, net of provisions for expected loss |
|
12 |
|
14,117,647 |
|
|
13,751,812 |
|
|
27,869,459 |
|
| Other assets |
|
17 |
|
— |
|
|
109,682 |
|
|
109,682 |
|
| Total |
|
|
|
25,467,008 |
|
|
30,026,783 |
|
|
55,493,791 |
|
|
|
|
|
|
|
|
|
|
| Liabilities |
|
|
|
|
|
|
|
|
| Liabilities with financial institutions |
|
18 |
|
9,522,469 |
|
|
— |
|
|
9,522,469 |
|
| Liabilities with customers |
|
19 |
|
19,209,323 |
|
|
13,442,297 |
|
|
32,651,620 |
|
| Securities issued |
|
20 |
|
5,039,791 |
|
|
3,055,251 |
|
|
8,095,042 |
|
| Derivative financial liabilities |
|
11 |
|
9,981 |
|
|
5,082 |
|
|
15,063 |
|
| Borrowing and onlending |
|
21 |
|
87,122 |
|
|
20,290 |
|
|
107,412 |
|
| Total |
|
|
|
33,868,686 |
|
|
16,522,920 |
|
|
50,391,606 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/31/2022 |
|
|
Note |
|
Current |
|
Non-current |
|
Total |
| Assets |
|
|
|
|
|
|
|
|
| Cash and cash equivalents |
|
8 |
|
1,331,648 |
|
|
— |
|
|
1,331,648 |
|
| Amounts due from financial institutions |
|
9 |
|
4,258,856 |
|
|
— |
|
|
4,258,856 |
|
| Compulsory deposits at Central Bank of Brazil |
|
|
|
2,854,778 |
|
|
— |
|
|
2,854,778 |
|
| Securities |
|
10 |
|
939,277 |
|
|
11,509,288 |
|
|
12,448,565 |
|
| Loans and advances to customers, net of provisions for expected loss |
|
12 |
|
11,159,852 |
|
|
10,220,064 |
|
|
21,379,916 |
|
| Other assets |
|
17 |
|
— |
|
|
87,318 |
|
|
87,318 |
|
| Total |
|
|
|
20,544,411 |
|
|
21,816,670 |
|
|
42,361,081 |
|
|
|
|
|
|
|
|
|
|
| Liabilities |
|
|
|
|
|
|
|
|
| Liabilities with financial institutions |
|
18 |
|
7,906,897 |
|
|
— |
|
|
7,906,897 |
|
| Liabilities with customers |
|
19 |
|
15,722,450 |
|
|
7,920,354 |
|
|
23,642,804 |
|
| Securities issued |
|
20 |
|
1,570,102 |
|
|
4,632,063 |
|
|
6,202,165 |
|
| Derivative financial liabilities |
|
11 |
|
— |
|
|
37,768 |
|
|
37,768 |
|
| Borrowing and onlending |
|
21 |
|
9,126 |
|
|
27,323 |
|
|
36,448 |
|
| Total |
|
|
|
25,208,575 |
|
|
12,617,508 |
|
|
37,826,082 |
|
Table of Contents
|
|
|
|
|
|
| Inter & Co, Inc. |
Consolidated Financial Statements as of
December 31, 2023 and 2022
and for each of the years in the
three-year period ended December 31, 2023
|
f.Market risk
Market risk is the possibility of losses resulting from fluctuations in the fair value of financial instruments held by the Institution and its subsidiaries, including the risks of transactions subject to changes in foreign exchange rates, interest rates, stock prices and commodity prices.
At Inter&Co, market risk management has, among others, the objective of supporting the business areas, establishing processes and implementing tools necessary for the assessment and control of related risks, allowing the measurement and monitoring of risk levels, as defined by Senior Management.
The market risk policy is monitored by the Asset and Liability Committee. Market risk controls allow the analytical assessment of information and are in a constant process of improvements. The Institution and its subsidiaries have improved the internal aspects of risk management and mitigation.
Measurement
Within the risk management process, Inter&Co classifies its operations, including derivative financial instruments, as follows:
• Trading book: considers all operations intended to be traded before their contractual maturity or intended to hedge the trading portfolio and which are not subject to limitations on their negotiability.
• Banking book: considers operations not classified in the trading portfolio, the main characteristic of which is the intention to hold the respective operations until maturity.
In line with market practices, Inter&Co manages its risks dynamically, seeking to identify, measure, evaluate, monitor, report, control and mitigate the exposures to market risks of its own positions. One of the methods of assessing the positions subject to market risk is the Value at Risk (VaR) model. The methodology used to calculate the VaR is the parametric model with a confidence level (CL) of 99% and a time horizon (TH) of twenty one days.
We present below the 21-day VaR of the trading book:
|
|
|
|
|
|
|
|
|
|
|
|
| R$ thousand |
12/31/2023 |
|
12/31/2022 |
| Risk factor |
VaR 21 days |
|
VaR 21 days |
| Price index coupons |
2,730 |
|
|
4,133 |
|
| Pre fixed interest rate |
1,074 |
|
|
541 |
|
| Foreign currency coupons |
665 |
|
|
883 |
|
| Foreign currencies |
2,346 |
|
|
624 |
|
| Share price |
— |
|
|
528 |
|
| Subtotal |
6,815 |
|
|
6,645 |
|
|
|
|
|
| Diversification effects (correlation) |
3,794 |
|
|
1,958 |
|
| Value-at-Risk |
3,021 |
|
|
4,687 |
|
Table of Contents
|
|
|
|
|
|
| Inter & Co, Inc. |
Consolidated Financial Statements as of
December 31, 2023 and 2022
and for each of the years in the
three-year period ended December 31, 2023
|
We present below the VaR of the banking book:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| R$ thousand |
|
12/31/2023 |
|
12/31/2022 |
| Risk factor |
|
VaR 21 days |
|
VaR 21 days |
| Price index coupons |
|
425,156 |
|
|
234,172 |
|
| Interest rate coupons |
|
108,716 |
|
|
77,448 |
|
| Pre fixed interest rate |
|
49,019 |
|
|
55,003 |
|
| Others |
|
22,538 |
|
|
1,398 |
|
| Subtotal |
|
605,429 |
|
|
368,021 |
|
|
|
|
|
|
| Diversification effects (correlation) |
|
164,555 |
|
|
30,767 |
|
| Value-at-Risk |
|
440,874 |
|
|
367,458 |
|
g.Sensitivity analysis
To determine the sensitivity of the positions to market movements, a sensitivity analysis was carried out in different scenarios, considering the relevant risk factors in the period analyzed, and using scenarios that would negatively affect our positions, as follows:
• Scenario I: based on market information, shocks were applied and 1 basis point for interest rates and 1% variation for prices (foreign currencies and shares);
• Scenario II: shocks of 25% variation in market curves and prices were determined;
• Scenario III: shocks of 50% variation in market curves and prices were determined.
It should be noted that the impacts reflect a static view of the portfolio and that the dynamism of the market and the composition of the portfolio means that these positions change continuously and do not necessarily reflect the position demonstrated here. The group has a process of continuous monitoring of market risk and, in the event of position/portfolio deterioration, mitigating actions are taken to minimize possible negative effects.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Exposures - R$ thousand |
|
|
|
|
|
|
|
|
|
|
|
|
| Banking and Trading book |
|
Scenarios |
|
|
|
|
|
|
|
|
|
12/31/2023 |
| Risk factor |
|
Rate variation in scenario 1 |
|
Scenario I |
|
Rate variation in scenario 2 |
|
Scenario II |
|
Rate variation in scenario 3 |
|
Scenario III |
| IPCA coupon |
|
increase |
|
(4,737) |
|
increase |
|
(561,583) |
|
increase |
|
(1,046,456) |
| IGP-M coupon |
|
increase |
|
(16) |
|
— |
|
— |
|
increase |
|
(549) |
| Pre-fixed rate |
|
increase |
|
(1,533) |
|
increase |
|
(367,626) |
|
increase |
|
(707,232) |
| TR coupon |
|
increase |
|
(800) |
|
increase |
|
(163,354) |
|
increase |
|
(289,028) |
| USD coupon |
|
decrease |
|
(5) |
|
decrease |
|
(718) |
|
decrease |
|
(1,447) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Exposures - R$ thousand |
|
|
|
|
|
|
|
|
|
|
|
|
| Banking and Trading book |
|
Scenarios |
|
|
|
|
|
|
|
|
|
12/31/2022 |
| Risk factor |
|
Rate variation in scenario 1 |
|
Scenario I |
|
Rate variation in scenario 2 |
|
Scenario II |
|
Rate variation in scenario 3 |
|
Scenario III |
| IPCA coupon |
|
increase |
|
(3,085) |
|
increase |
|
(421,495) |
|
increase |
|
(784,028) |
| IGP-M coupon |
|
increase |
|
(21) |
|
increase |
|
(2,949) |
|
increase |
|
(5,542) |
| Pre-fixed rate |
|
Decrease |
|
(470) |
|
Decrease |
|
(162,809) |
|
Decrease |
|
(338,073) |
| TR coupon |
|
increase |
|
(850) |
|
increase |
|
(188,954) |
|
increase |
|
(334,415) |
Table of Contents
|
|
|
|
|
|
| Inter & Co, Inc. |
Consolidated Financial Statements as of
December 31, 2023 and 2022
and for each of the years in the
three-year period ended December 31, 2023
|
h.Operational risk
Policy
Operational Risk Management aims to identify, evaluate and monitor risks, being defined as the risk of losses resulting from inadequate or failed internal processes, people and systems or external events. This definition includes legal risk, but excludes strategic and reputational risk.
The operational risk events can be classified:
•Internal fraud;
•External fraud;
•Employment practices and workplace safety;
•Clients, products and business practices;
•Damage of physical assets;
•Business disruption and system failures, execution; and
•Delivery and process management.
We adopt the three lines of defense model, the structure and activities of the three lines often varies, depending on the bank’s portfolio of products, activities, processes and systems; the bank’s size; and its risk management approach. A strong risk culture and good communication among the three lines of defense are important characteristics of good operational risk governance.
Phases of the Management Process
Qualitative Evaluation
The qualitative assessment uses a scale which considers measures for probability and impact, taking into account the vulnerabilities and threats that, combined, determine the level of risk exposure to each event. Identification and verification is performed by in-person monitoring, interviews and workshops with the managers and employees from all operational areas, business partners and business units.
The identified risks are categorized and organized by risk factors.
Quantitative Evaluation
In the quantitative assessment of operational risk, the Group maintains an internal database fed by various sources of information. This contains descriptions and details of operational losses. In the quantitative assessment, information from external sources deemed reliable and relevant to the businesses of the Group may also be used.
Monitoring
An effective risk management process requires a communication and review structure that ensures the correct, effective and timely identification and assessment of the risks. In addition, it also seeks to assure that controls and responses to these risks are implemented.
Control tests and regular audits intended to verify compliance with applicable policies and standards are performed. The monitoring and review process seeks to verify whether:
•The adopted measures have achieved the intended results;
•The procedures adopted and the information gathered to perform the assessment were appropriate;
•Higher levels of knowledge may have contributed to make better decisions; and
•There is an effective possibility of obtaining information for future assessments.
Table of Contents
|
|
|
|
|
|
| Inter & Co, Inc. |
Consolidated Financial Statements as of
December 31, 2023 and 2022
and for each of the years in the
three-year period ended December 31, 2023
|
7.Fair values of financial instruments
a.Financial instruments – Classification and fair values
Financial Instruments are classified into the following categories:
• Amortized cost;
• Fair value through other comprehensive income (FVOCI); and
• Fair value through profit or loss (FVTPL).
The fair value of a financial asset or liability is measured using one of three approaches below, weighting the levels of the fair value hierarchy as follows:
• Level I – instruments with prices traded in the active market;
• Level II – using financial valuation techniques, weighing data and market variables; and
• Level III – uses meaningful variables that are not based on market data.
Table of Contents
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| Inter & Co, Inc. |
Consolidated Financial Statements as of
December 31, 2023 and 2022
and for each of the years in the
three-year period ended December 31, 2023
|
The following table sets forth the breakdown of financial assets and liabilities according to the accounting classification. It also shows the carrying amounts and fair values of financial assets and liabilities, including their levels in the fair value hierarchy. It does not include information on the fair value of financial assets and liabilities, when the carrying amount is a reasonable approximation of the fair value.
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|
Carrying amount |
|
Fair value |
|
Fair value through profit or loss |
|
Fair value through other comprehensive income |
|
Amortized cost |
|
Total |
|
Level 1 |
|
Level 2 |
|
Level 3 (*) |
|
Total |
| As of December 31, 2023 |
|
|
|
|
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|
|
|
|
|
|
|
|
|
| Financial assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Cash and cash equivalents |
— |
|
|
— |
|
|
4,259,379 |
|
|
4,259,379 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
| Amounts due from financial institutions |
— |
|
|
— |
|
|
3,718,506 |
|
|
3,718,506 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
| Compulsory deposits at Central Bank of Brazil |
— |
|
|
— |
|
|
2,664,415 |
|
|
2,664,415 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
| Securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Financial treasury bills (LFT) |
— |
|
|
9,212,930 |
|
|
— |
|
|
9,212,930 |
|
|
9,212,930 |
|
|
— |
|
|
— |
|
|
9,212,930 |
|
| National treasury bills (LTN) |
— |
|
|
415,471 |
|
|
— |
|
|
415,471 |
|
|
415,471 |
|
|
— |
|
|
— |
|
|
415,471 |
|
| National treasury notes (NTN) |
— |
|
|
3,931,671 |
|
|
— |
|
|
3,931,671 |
|
|
3,931,671 |
|
|
— |
|
|
— |
|
|
3,931,671 |
|
| Debentures |
— |
|
|
330,705 |
|
|
— |
|
|
330,705 |
|
|
— |
|
|
330,705 |
|
|
— |
|
|
330,705 |
|
| Certificates of real estate receivables |
— |
|
|
104,270 |
|
|
— |
|
|
104,270 |
|
|
— |
|
|
104,270 |
|
|
— |
|
|
104,270 |
|
| Financial bills |
— |
|
|
22,817 |
|
|
— |
|
|
22,817 |
|
|
— |
|
|
22,817 |
|
|
— |
|
|
22,817 |
|
| Commercial promissory notes |
— |
|
|
214,157 |
|
|
— |
|
|
214,157 |
|
|
— |
|
|
214,157 |
|
|
— |
|
|
214,157 |
|
| Fair value through other comprehensive income - FVOCI |
— |
|
|
14,232,021 |
|
|
— |
|
|
14,232,021 |
|
|
13,560,072 |
|
|
671,949 |
|
|
— |
|
|
14,232,021 |
|
| Financial treasury bills (LFT) |
420,336 |
|
|
— |
|
|
— |
|
|
420,336 |
|
|
420,336 |
|
|
— |
|
|
— |
|
|
420,336 |
|
| Investment fund quotas |
358,332 |
|
|
— |
|
|
— |
|
|
358,332 |
|
|
3,974 |
|
|
354,358 |
|
|
— |
|
|
358,332 |
|
| Certificates of real estate receivables |
182,319 |
|
|
— |
|
|
— |
|
|
182,319 |
|
|
— |
|
|
182,319 |
|
|
— |
|
|
182,319 |
|
| Certificates of agricultural receivables |
64,371 |
|
|
— |
|
|
— |
|
|
64,371 |
|
|
— |
|
|
64,371 |
|
|
— |
|
|
64,371 |
|
| Debentures |
281,566 |
|
|
— |
|
|
— |
|
|
281,566 |
|
|
— |
|
|
281,566 |
|
|
— |
|
|
281,566 |
|
| Financial bills |
73,808 |
|
|
— |
|
|
— |
|
|
73,808 |
|
|
— |
|
|
73,808 |
|
|
— |
|
|
73,808 |
|
| Bank deposit certificates |
55,597 |
|
|
— |
|
|
— |
|
|
55,597 |
|
|
— |
|
|
55,597 |
|
|
— |
|
|
55,597 |
|
| Commercial promissory notes |
2,659 |
|
|
— |
|
|
— |
|
|
2,659 |
|
|
— |
|
|
2,659 |
|
|
— |
|
|
2,659 |
|
| Agribusiness credit bills (LCA) |
10,684 |
|
|
— |
|
|
— |
|
|
10,684 |
|
|
— |
|
|
10,684 |
|
|
— |
|
|
10,684 |
|
| Real estate credit bills (LCI) |
1,352 |
|
|
— |
|
|
— |
|
|
1,352 |
|
|
60 |
|
|
1,292 |
|
|
— |
|
|
1,352 |
|
| National treasury notes (NTN) |
27,576 |
|
|
— |
|
|
— |
|
|
27,576 |
|
|
27,576 |
|
|
— |
|
|
— |
|
|
27,576 |
|
| Fair value through profit or loss - FVTPL |
1,478,600 |
|
|
— |
|
|
— |
|
|
1,478,600 |
|
|
451,946 |
|
|
1,026,654 |
|
|
— |
|
|
1,478,600 |
|
| Debentures |
— |
|
|
— |
|
|
32,780 |
|
|
32,780 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
| National treasury notes (NTN) |
— |
|
|
— |
|
|
665,413 |
|
|
665,413 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
| Rural product bill |
— |
|
|
— |
|
|
459,298 |
|
|
459,298 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
| Amortized cost |
— |
|
|
— |
|
|
1,157,491 |
|
|
1,157,491 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
| Derivative financial assets |
4,238 |
|
|
— |
|
|
— |
|
|
4,238 |
|
|
— |
|
|
4,238 |
|
|
— |
|
|
4,238 |
|
| Loans and advances to customers, net of provisions for expected loss |
— |
|
|
— |
|
|
27,900,543 |
|
|
27,900,543 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
| Other assets |
109,682 |
|
|
— |
|
|
— |
|
|
109,682 |
|
|
— |
|
|
— |
|
|
109,682 |
|
|
109,682 |
|
| Total |
1,592,520 |
|
|
14,232,021 |
|
|
39,700,334 |
|
|
55,524,875 |
|
|
14,012,018 |
|
|
1,702,841 |
|
|
109,682 |
|
|
15,824,541 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Financial liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Liabilities with financial institutions |
— |
|
|
— |
|
|
9,522,469 |
|
|
9,522,469 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
| Liabilities with customers |
— |
|
|
— |
|
|
32,651,620 |
|
|
32,651,620 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
| Securities issued |
— |
|
|
— |
|
|
8,095,042 |
|
|
8,095,042 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
| Derivative financial liabilities |
15,063 |
|
|
— |
|
|
— |
|
|
15,063 |
|
|
— |
|
|
15,063 |
|
|
— |
|
|
15,063 |
|
| Borrowing and onlending |
— |
|
|
— |
|
|
107,412 |
|
|
107,412 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
| Total |
15,063 |
|
|
— |
|
|
50,376,543 |
|
|
50,391,606 |
|
|
— |
|
|
15,063 |
|
|
— |
|
|
15,063 |
|
(*) The financial assets classified as “Level 3” consists substantially of amounts relating to the variable portion of the sale of 40% of the subsidiary Inter Digital Corretora e Consultoria de Seguros Ltda. (“Inter Seguros”) to Wiz Soluções e Corretagem de Seguros S.A. on May 8, 2019. The purchase and sale contract included cash consideration of R$45,000 and contingent consideration will be based on the results of Inter Seguros’ EBITDA in 2021, 2022, 2023 and 2024.
Table of Contents
|
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|
|
| Inter & Co, Inc. |
Consolidated Financial Statements as of
December 31, 2023 and 2022
and for each of the years in the
three-year period ended December 31, 2023
|
|
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|
|
|
|
|
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|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carrying amount |
|
Fair value |
|
Fair value through profit or loss |
|
Fair value through other comprehensive income |
|
Amortized cost |
|
Total |
|
Level 1 |
|
Level 2 |
|
Level 3 (*) |
|
Total |
| As of December 31, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Financial assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Cash and cash equivalents |
— |
|
|
— |
|
|
1,331,648 |
|
|
1,331,648 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
| Amounts due from financial institutions |
— |
|
|
— |
|
|
4,258,856 |
|
|
4,258,856 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
| Compulsory deposits at Central Bank of Brazil |
— |
|
|
— |
|
|
2,854,778 |
|
|
2,854,778 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
| Securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Financial treasury bills (LFT) |
— |
|
|
4,652,445 |
|
|
— |
|
|
4,652,445 |
|
|
4,652,445 |
|
|
— |
|
|
— |
|
|
4,652,445 |
|
| National treasury bills (LTN) |
— |
|
|
589,496 |
|
|
— |
|
|
589,496 |
|
|
589,496 |
|
|
— |
|
|
— |
|
|
589,496 |
|
| National treasury notes (NTN) |
— |
|
|
3,541,780 |
|
|
— |
|
|
3,541,780 |
|
|
3,541,780 |
|
|
— |
|
|
— |
|
|
3,541,780 |
|
| Debentures |
— |
|
|
684,153 |
|
|
— |
|
|
684,153 |
|
|
328,622 |
|
|
355,531 |
|
|
— |
|
|
684,153 |
|
| Certificates of real estate receivables |
— |
|
|
203,350 |
|
|
— |
|
|
203,350 |
|
|
— |
|
|
203,350 |
|
|
— |
|
|
203,350 |
|
| Financial bills |
— |
|
|
5,771 |
|
|
— |
|
|
5,771 |
|
|
— |
|
|
5,771 |
|
|
— |
|
|
5,771 |
|
| Commercial promissory notes |
— |
|
|
22,551 |
|
|
— |
|
|
22,551 |
|
|
— |
|
|
22,551 |
|
|
— |
|
|
22,551 |
|
| Fair value through other comprehensive income - FVOCI |
— |
|
|
9,699,546 |
|
|
— |
|
|
9,699,546 |
|
|
9,112,343 |
|
|
587,203 |
|
|
— |
|
|
9,699,546 |
|
| Financial treasury bills (LFT) |
37,131 |
|
|
— |
|
|
— |
|
|
37,131 |
|
|
37,131 |
|
|
— |
|
|
— |
|
|
37,131 |
|
| Investment fund quotas |
529,903 |
|
|
— |
|
|
— |
|
|
529,903 |
|
|
341,185 |
|
|
188,718 |
|
|
— |
|
|
529,903 |
|
| Certificates of real estate receivables |
44,453 |
|
|
— |
|
|
— |
|
|
44,453 |
|
|
— |
|
|
44,453 |
|
|
— |
|
|
44,453 |
|
| Certificates of agricultural receivables |
237,750 |
|
|
— |
|
|
— |
|
|
237,750 |
|
|
— |
|
|
237,750 |
|
|
— |
|
|
237,750 |
|
| Debentures |
435,755 |
|
|
— |
|
|
— |
|
|
435,755 |
|
|
51,099 |
|
|
384,656 |
|
|
— |
|
|
435,755 |
|
| Financial bills |
101,467 |
|
|
— |
|
|
— |
|
|
101,467 |
|
|
— |
|
|
101,467 |
|
|
— |
|
|
101,467 |
|
| Bank deposit certificates |
44,638 |
|
|
— |
|
|
— |
|
|
44,638 |
|
|
3,523 |
|
|
41,115 |
|
|
— |
|
|
44,638 |
|
| Commercial promissory notes |
5,157 |
|
|
— |
|
|
— |
|
|
5,157 |
|
|
— |
|
|
5,157 |
|
|
— |
|
|
5,157 |
|
| Agribusiness credit bills (LCA) |
20,413 |
|
|
— |
|
|
— |
|
|
20,413 |
|
|
— |
|
|
20,413 |
|
|
— |
|
|
20,413 |
|
| Real estate credit bills (LCI) |
1,613 |
|
|
— |
|
|
— |
|
|
1,613 |
|
|
225 |
|
|
1,388 |
|
|
— |
|
|
1,613 |
|
| Others |
384 |
|
|
— |
|
|
— |
|
|
384 |
|
|
384 |
|
|
— |
|
|
— |
|
|
384 |
|
| Fair value through profit or loss - FVTPL |
1,458,664 |
|
|
— |
|
|
— |
|
|
1,458,664 |
|
|
433,547 |
|
|
1,025,117 |
|
|
— |
|
|
1,458,664 |
|
| Debentures |
— |
|
|
— |
|
|
112,914 |
|
|
112,914 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
| National treasury notes (NTN) |
— |
|
|
— |
|
|
645,373 |
|
|
645,373 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
| Rural product bill |
— |
|
|
— |
|
|
532,068 |
|
|
532,068 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
| Amortized cost |
— |
|
|
— |
|
|
1,290,355 |
|
|
1,290,355 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
| Loans and advances to customers, net of provisions for expected loss |
— |
|
|
— |
|
|
21,379,916 |
|
|
21,379,916 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
| Other assets |
87,318 |
|
|
— |
|
|
— |
|
|
87,318 |
|
|
— |
|
|
— |
|
|
87,318 |
|
|
87,318 |
|
| Total |
87,318 |
|
|
— |
|
|
29,825,198 |
|
|
29,912,516 |
|
|
— |
|
|
— |
|
|
87,318 |
|
|
87,318 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Financial liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Liabilities with financial institutions |
— |
|
|
— |
|
|
7,906,897 |
|
|
7,906,897 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
| Liabilities with customers |
— |
|
|
— |
|
|
23,642,804 |
|
|
23,642,804 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
| Securities issued |
— |
|
|
— |
|
|
6,202,165 |
|
|
6,202,165 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
| Derivative financial liabilities |
37,768 |
|
|
— |
|
|
— |
|
|
37,768 |
|
|
— |
|
|
37,768 |
|
|
— |
|
|
37,768 |
|
| Borrowing and onlending |
— |
|
|
— |
|
|
36,448 |
|
|
36,448 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
| Total |
37,768 |
|
|
— |
|
|
37,788,314 |
|
|
37,826,082 |
|
|
— |
|
|
37,768 |
|
|
— |
|
|
37,768 |
|
(*) The financial assets classified as “Level 3” consists substantially of amounts relating to the variable portion of the sale of 40% of the subsidiary Inter Digital Corretora e Consultoria de Seguros Ltda. (“Inter Seguros”) to Wiz Soluções e Corretagem de Seguros S.A. on May 8, 2019. The purchase and sale contract included cash consideration of R$45,000 and contingent consideration will be based on the results of Inter Seguros’ EBITDA in 2021, 2022, 2023 and 2024.
The methodology used for the measurement of financial assets and liabilities classified as “Level 2” (derivative financial instruments and securities) is the discounted present value technique, using the market rates disclosed by ANBIMA - “Brazilian Association of Financial and Capital Market Entities”, IBGE – “Brazilian Institute of Geography and Statistics” and B3.
Table of Contents
|
|
|
|
|
|
| Inter & Co, Inc. |
Consolidated Financial Statements as of
December 31, 2023 and 2022
and for each of the years in the
three-year period ended December 31, 2023
|
Reconciliation of Level 3 fair value
The following table shows a reconciliation of the opening balances to the closing balances investments categorized as Level 3:
|
|
|
|
|
|
|
|
|
|
|
Others assets |
| Financial assets at fair value through profit or loss |
|
|
| Balance at January 1, 2023 |
|
87,318 |
|
| Total gains or losses (realized / unrealized) |
|
22,364 |
|
| Balance at December 31, 2023 |
|
109,682 |
|
During the period ended December 31, 2023, there were no change in the measurement method of financial assets and liabilities that entailed reclassification of financial assets and liabilities among the different levels of the fair value hierarchy.
8.Cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|
|
|
12/31/2023 |
|
12/31/2022 |
| Cash and cash equivalents in national currency |
941,584 |
|
|
388,622 |
|
| Cash and cash equivalents in foreign currency |
225,308 |
|
|
223,528 |
|
| Reverse repurchase agreements (a) |
3,092,487 |
|
|
719,498 |
|
| Total |
4,259,379 |
|
|
1,331,648 |
|
(a) Refers to operations (substantially interbank deposit investments) whose maturity, on the investment date, was equal to or less than 90 days and present an insignificant risk of change in fair value.
9.Amounts due from financial institutions, net of provisions for expected loss
|
|
|
|
|
|
|
|
|
|
|
|
|
12/31/2023 |
|
12/31/2022 |
| Interbank deposit investments |
2,451,736 |
|
|
2,383,526 |
|
| Loans to financial institutions (a) |
1,236,536 |
|
|
1,845,665 |
|
| Interbank onlending |
31,487 |
|
|
31,805 |
|
| Expected loss |
(1,253) |
|
|
(2,140) |
|
| Total |
3,718,506 |
|
|
4,258,856 |
|
(a) Refers substantially to the anticipation of receivables.
Table of Contents
|
|
|
|
|
|
| Inter & Co, Inc. |
Consolidated Financial Statements as of
December 31, 2023 and 2022
and for each of the years in the
three-year period ended December 31, 2023
|
10.Securities
a.Composition of securities net of expected losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/31/2023 |
|
12/31/2022 |
| Fair value through other comprehensive income - FVOCI |
|
|
|
|
| Financial treasury bills (LFT) |
|
9,212,930 |
|
|
4,652,445 |
|
| National treasury notes (NTN) |
|
3,931,671 |
|
|
3,541,780 |
|
| National treasury bills (LTN) |
|
415,471 |
|
|
589,496 |
|
| Debentures |
|
330,705 |
|
|
684,153 |
|
| Commercial promissory notes |
|
214,157 |
|
|
22,551 |
|
| Certificates of real estate receivables |
|
104,270 |
|
|
203,350 |
|
| Certificates of agricultural receivables |
|
22,817 |
|
|
— |
|
| Financial bills |
|
— |
|
|
5,771 |
|
| Subtotal |
|
14,232,021 |
|
|
9,699,546 |
|
|
|
|
|
|
| Amortized cost |
|
|
|
|
| National treasury notes (NTN) |
|
665,413 |
|
|
645,373 |
|
| Rural product bill |
|
459,298 |
|
|
532,068 |
|
| Debentures |
|
32,780 |
|
|
112,914 |
|
| Subtotal |
|
1,157,491 |
|
|
1,290,355 |
|
|
|
|
|
|
| Fair value through profit or loss - FVTPL |
|
|
|
|
| Financial treasury bills (LFT) |
|
420,336 |
|
|
37,131 |
|
| Investment fund quotas |
|
358,332 |
|
|
529,903 |
|
| Debentures |
|
281,566 |
|
|
435,755 |
|
| Certificates of real estate receivables |
|
182,319 |
|
|
44,453 |
|
| Financial bills |
|
73,808 |
|
|
101,467 |
|
| Certificates of agricultural receivables |
|
64,371 |
|
|
237,750 |
|
| Bank deposit certificates |
|
55,597 |
|
|
44,638 |
|
| National treasury notes (NTN) |
|
27,576 |
|
|
384 |
|
| Agribusiness credit bills (LCA) |
|
10,684 |
|
|
20,413 |
|
| Commercial promissory notes |
|
2,659 |
|
|
5,157 |
|
| Real estate credit bills (LCI) |
|
1,352 |
|
|
1,613 |
|
| Subtotal |
|
1,478,600 |
|
|
1,458,664 |
|
|
|
|
|
|
| Total |
|
16,868,112 |
|
|
12,448,565 |
|
Table of Contents
|
|
|
|
|
|
| Inter & Co, Inc. |
Consolidated Financial Statements as of
December 31, 2023 and 2022
and for each of the years in the
three-year period ended December 31, 2023
|
As of December 31, 2023, the expected loss value of securities was R$ (33,701),(2022: R$ (30,333))
b.Breakdown of the carrying amount of securities by maturity, net of losses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/31/2023 |
|
|
|
Up to 3 months |
|
3 months to 1 year |
|
1 year to 3 years |
|
From 3 to 5 years |
|
Above 5 years |
|
Book value |
| Fair value through other comprehensive income - FVOCI |
— |
|
|
22,176 |
|
|
478,209 |
|
|
4,389,513 |
|
|
9,342,123 |
|
|
14,232,021 |
|
| Financial treasury bills (LFT) |
— |
|
|
— |
|
|
135,277 |
|
|
2,478,757 |
|
|
6,598,896 |
|
|
9,212,930 |
|
| National treasury notes (NTN) |
— |
|
|
— |
|
|
177,973 |
|
|
1,288,316 |
|
|
2,465,382 |
|
|
3,931,671 |
|
| National treasury bills (LTN) |
— |
|
|
— |
|
|
— |
|
|
415,471 |
|
|
— |
|
|
415,471 |
|
| Debentures |
— |
|
|
22,176 |
|
|
19,968 |
|
|
114,986 |
|
|
173,575 |
|
|
330,705 |
|
| Commercial promissory notes |
— |
|
|
— |
|
|
144,991 |
|
|
69,166 |
|
|
— |
|
|
214,157 |
|
| Certificates of real estate receivables |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
104,270 |
|
|
104,270 |
|
| Certificates of agricultural receivables |
— |
|
|
— |
|
|
— |
|
|
22,817 |
|
|
— |
|
|
22,817 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Amortized cost |
44,649 |
|
|
212,869 |
|
|
218,201 |
|
|
16,359 |
|
|
665,413 |
|
|
1,157,491 |
|
| National treasury notes (NTN) |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
665,413 |
|
|
665,413 |
|
| Rural product bill |
44,649 |
|
|
192,874 |
|
|
205,416 |
|
|
16,359 |
|
|
— |
|
|
459,298 |
|
| Debentures |
— |
|
|
19,995 |
|
|
12,785 |
|
|
— |
|
|
— |
|
|
32,780 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Fair value through profit or loss - FVTPL |
368,025 |
|
|
55,104 |
|
|
422,135 |
|
|
218,214 |
|
|
415,122 |
|
|
1,478,600 |
|
| Financial treasury bills (LFT) |
4,065 |
|
|
671 |
|
|
320,737 |
|
|
86,496 |
|
|
8,367 |
|
|
420,336 |
|
| Investment fund quotas |
358,332 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
358,332 |
|
| Debentures |
3 |
|
|
5,974 |
|
|
25,383 |
|
|
18,422 |
|
|
231,784 |
|
|
281,566 |
|
| Certificates of real estate receivables |
— |
|
|
966 |
|
|
2,138 |
|
|
62,714 |
|
|
116,501 |
|
|
182,319 |
|
| Financial bills |
939 |
|
|
26,049 |
|
|
21,305 |
|
|
16,935 |
|
|
8,580 |
|
|
73,808 |
|
| Certificates of agricultural receivables |
— |
|
|
17 |
|
|
3,256 |
|
|
26,999 |
|
|
34,099 |
|
|
64,371 |
|
| Bank deposit certificates |
4,117 |
|
|
14,734 |
|
|
24,215 |
|
|
4,863 |
|
|
7,668 |
|
|
55,597 |
|
| National treasury notes (NTN) |
— |
|
|
— |
|
|
19,942 |
|
|
— |
|
|
7,634 |
|
|
27,576 |
|
| Agribusiness credit bills (LCA) |
450 |
|
|
3,932 |
|
|
4,368 |
|
|
1,445 |
|
|
489 |
|
|
10,684 |
|
| Commercial promissory notes |
— |
|
|
2,659 |
|
|
— |
|
|
— |
|
|
— |
|
|
2,659 |
|
| Real estate credit bills (LCI) |
119 |
|
|
102 |
|
|
791 |
|
|
340 |
|
|
— |
|
|
1,352 |
|
| Total |
412,674 |
|
|
290,149 |
|
|
1,167,876 |
|
|
4,624,086 |
|
|
10,422,658 |
|
|
16,868,112 |
|
Table of Contents
|
|
|
|
|
|
| Inter & Co, Inc. |
Consolidated Financial Statements as of
December 31, 2023 and 2022
and for each of the years in the
three-year period ended December 31, 2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/31/2022 |
|
|
Up to 3 months |
|
3 months to 1 year |
|
1 year to 3 years |
|
From 3 to 5 years |
|
Above 5 years |
|
Book value |
| Fair value through other comprehensive income - FVOCI |
|
24,102 |
|
|
— |
|
|
731,825 |
|
|
2,999,773 |
|
|
5,943,846 |
|
|
9,699,546 |
|
| Financial treasury bills (LFT) |
|
24,102 |
|
|
— |
|
|
2 |
|
|
1,548,011 |
|
|
3,080,330 |
|
|
4,652,445 |
|
| National treasury notes (NTN) |
|
— |
|
|
— |
|
|
151,677 |
|
|
1,002,300 |
|
|
2,387,803 |
|
|
3,541,780 |
|
| National treasury bills (LTN) |
|
— |
|
|
— |
|
|
450,070 |
|
|
139,426 |
|
|
— |
|
|
589,496 |
|
| Debentures |
|
— |
|
|
— |
|
|
120,255 |
|
|
270,448 |
|
|
293,450 |
|
|
684,153 |
|
| Commercial promissory notes |
|
— |
|
|
— |
|
|
1 |
|
|
22,550 |
|
|
— |
|
|
22,551 |
|
| Certificates of real estate receivables |
|
— |
|
|
— |
|
|
7,721 |
|
|
15,877 |
|
|
179,752 |
|
|
203,350 |
|
| Financial bills |
|
— |
|
|
— |
|
|
2,099 |
|
|
1,161 |
|
|
2,511 |
|
|
5,771 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Amortized cost |
|
95,316 |
|
|
197,820 |
|
|
253,811 |
|
|
95,712 |
|
|
647,696 |
|
|
1,290,355 |
|
| National treasury notes (NTN) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
645,373 |
|
|
645,373 |
|
| Rural product bill |
|
79,539 |
|
|
176,658 |
|
|
177,836 |
|
|
95,712 |
|
|
2,323 |
|
|
532,068 |
|
| Debentures |
|
15,777 |
|
|
21,162 |
|
|
75,975 |
|
|
— |
|
|
— |
|
|
112,914 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Fair value through profit or loss - FVTPL |
|
547,370 |
|
|
74,669 |
|
|
182,240 |
|
|
300,408 |
|
|
353,977 |
|
|
1,458,664 |
|
| Financial treasury bills (LFT) |
|
— |
|
|
— |
|
|
14,407 |
|
|
22,724 |
|
|
— |
|
|
37,131 |
|
| Investment fund quotas |
|
529,903 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
529,903 |
|
| Debentures |
|
2,139 |
|
|
5,434 |
|
|
71,217 |
|
|
181,272 |
|
|
175,693 |
|
|
435,755 |
|
| Certificates of real estate receivables |
|
5,236 |
|
|
583 |
|
|
17,926 |
|
|
5,180 |
|
|
15,528 |
|
|
44,453 |
|
| Financial bills |
|
— |
|
|
50,848 |
|
|
40,820 |
|
|
5,023 |
|
|
4,776 |
|
|
101,467 |
|
| Certificates of agricultural receivables |
|
— |
|
|
1,907 |
|
|
8,595 |
|
|
76,123 |
|
|
151,125 |
|
|
237,750 |
|
| Bank deposit certificates |
|
9,648 |
|
|
12,988 |
|
|
12,638 |
|
|
5,813 |
|
|
3,551 |
|
|
44,638 |
|
| Agribusiness credit bills (LCA) |
|
391 |
|
|
1,602 |
|
|
11,227 |
|
|
4,273 |
|
|
2,920 |
|
|
20,413 |
|
| Commercial promissory notes |
|
— |
|
|
— |
|
|
5,157 |
|
|
— |
|
|
— |
|
|
5,157 |
|
| Real estate credit bills (LCI) |
|
53 |
|
|
1,307 |
|
|
253 |
|
|
— |
|
|
— |
|
|
1,613 |
|
| Other |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
384 |
|
|
384 |
|
| Total |
|
666,788 |
|
|
272,489 |
|
|
1,167,876 |
|
|
3,395,893 |
|
|
6,945,519 |
|
|
12,448,565 |
|
11.Derivative financial instruments
Inter engages in operations involving financial derivative instruments in the institution's risk management, as well as to meet the demands of its customers. These operations involve swaps, indices, and terms derivatives.
a.Derivative financial instruments – adjustment to fair value by maturity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notional |
|
Amortized cost |
|
Fair value |
|
Up to 3 months |
|
3 months to 1 year |
|
1 year to 3 years |
|
Above 3 years |
|
12/31/2023 |
|
12/31/2022 |
| Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Forward derivatives |
|
6,289 |
|
|
4,213 |
|
|
4,213 |
|
|
2,944 |
|
|
1,269 |
|
|
— |
|
|
— |
|
|
4,213 |
|
|
— |
|
| Future derivatives |
|
121,817 |
|
|
25 |
|
|
25 |
|
|
— |
|
|
— |
|
|
25 |
|
|
— |
|
|
25 |
|
|
— |
|
| Total assets |
|
128,106 |
|
|
4,238 |
|
|
4,238 |
|
|
2,944 |
|
|
1,269 |
|
|
25 |
|
|
— |
|
|
4,238 |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Swap derivatives |
|
40,500 |
|
|
(14,665) |
|
|
(14,665) |
|
|
— |
|
|
(9,583) |
|
|
(5,082) |
|
|
— |
|
|
(14,665) |
|
|
(37,502) |
|
| Forward derivatives |
|
20,038 |
|
|
(398) |
|
|
(398) |
|
|
(295) |
|
|
(103) |
|
|
— |
|
|
— |
|
|
(398) |
|
|
(266) |
|
| Future derivatives |
|
6,338,007 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
| Total liabilities |
|
6,398,545 |
|
|
(15,063) |
|
|
(15,063) |
|
|
(295) |
|
|
(9,686) |
|
|
(5,082) |
|
|
— |
|
|
(15,063) |
|
|
(37,768) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net effect |
|
6,526,651 |
|
|
(10,825) |
|
|
(10,825) |
|
|
2,649 |
|
|
(8,417) |
|
|
(5,057) |
|
|
— |
|
|
(10,825) |
|
|
(37,768) |
|
Table of Contents
|
|
|
|
|
|
| Inter & Co, Inc. |
Consolidated Financial Statements as of
December 31, 2023 and 2022
and for each of the years in the
three-year period ended December 31, 2023
|
b.Forward and swap contracts – notional value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Up to 3 months |
|
3 months to 1 year |
|
1 year to 3 years |
|
Above 3 years |
|
12/31/2023 |
|
12/31/2022 |
| Long position |
|
113,584 |
|
|
29,596 |
|
|
— |
|
|
2,860 |
|
|
146,040 |
|
|
10,314 |
|
| Forward derivatives |
|
20,403 |
|
|
3,820 |
|
|
— |
|
|
— |
|
|
24,223 |
|
|
— |
|
| Future derivatives |
|
93,181 |
|
|
25,776 |
|
|
— |
|
|
2,860 |
|
|
121,817 |
|
|
10,314 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Short position |
|
929,624 |
|
|
981,600 |
|
|
2,231,995 |
|
|
2,237,392 |
|
|
6,380,611 |
|
|
681,478 |
|
| Swap derivatives |
|
— |
|
|
27,000 |
|
|
13,500 |
|
|
— |
|
|
40,500 |
|
|
78,000 |
|
| Forward derivatives |
|
— |
|
|
2,103 |
|
|
— |
|
|
— |
|
|
2,103 |
|
|
— |
|
| Future derivatives |
|
929,624 |
|
|
952,497 |
|
|
2,218,495 |
|
|
2,237,392 |
|
|
6,338,008 |
|
|
603,478 |
|
| Total |
|
1,043,208 |
|
|
1,011,196 |
|
|
2,231,995 |
|
|
2,240,252 |
|
|
6,526,651 |
|
|
691,792 |
|
Swap derivatives: The swaps were carried out with the purpose of mitigating the market risk associated with the mismatch between the indexes of the mortgage loan portfolio and the indexes of the funding portfolio. As of December 31, 2023, Inter had swap contracts in which one leg is indexed to CDI and the other leg is indexed IGP-M, with deposit of guarantee margin and recognized at their fair value.
Forward derivatives: Forward derivatives were carried out both to mitigate the market risks arising from Inter's exposure and to meet specific customer demands. Forward derivatives consider the purchase or sale of a certain asset based on a previously agreed price, with settlement at a future date.
Futures derivatives: Futures derivatives were entered into with the aim of mitigating (i) the risks arising from exposures linked to the exchange rate, including investments abroad, as well as (ii) the risks arising from the mismatch of interest rates on asset positions and funding rates.
Transactions involving derivative financial instruments (futures, currency forwards and swaps) are held in custody at B3 S.A. – Brasil, Bolsa, Balcão.
c.Hedge accounting - exposure
Inter applies hedge accounting for certain of its loans and advances to customers. Inter’s swaps are classified as hedging instruments in a Fair Value Hedge hedging the risks related to a portion of the real estate portfolio which is indexed to inflation rates. The hedged contracts from the real estate portfolio are measured at fair value in relation to the specific risk of being hedged.
Inter uses financial instruments to mitigate the impact of exchange rate variations on foreign investments in its accounting. Effective gains and losses on these instruments are recognized in a specific equity account in other comprehensive income, net of tax effects, and are only transferred to profit or loss in the event of hedge ineffectiveness or partial/total sale of the operation abroad. Ineffective hedge losses are recognized directly in profit or loss.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/31/2023 |
|
12/31/2022 |
| Hedge instruments |
|
5,811,750 |
|
|
133,789 |
|
| Future DI (a) |
|
3,755,670 |
|
|
— |
|
IPCA (c) |
|
1,728,330 |
|
|
|
| Future dollar (b) |
|
256,589 |
|
|
— |
|
| Swap (c) |
|
71,161 |
|
|
133,789 |
|
|
|
|
|
|
| Hedge object |
|
5,826,436 |
|
|
132,981 |
|
| Loans (a) |
|
3,761,467 |
|
|
— |
|
| Investment abroad (b) |
|
262,947 |
|
|
— |
|
| Real estate loans (c) |
|
1,802,022 |
|
|
132,981 |
|
(a) Refers to loan portfolios, including advance FGTS withdrawals and payroll loans;
(b) Used to protect investments in subsidiaries abroad.
(c) Refers to the real estate loan portfolio
Table of Contents
|
|
|
|
|
|
| Inter & Co, Inc. |
Consolidated Financial Statements as of
December 31, 2023 and 2022
and for each of the years in the
three-year period ended December 31, 2023
|
12.Loans and advances to customers
a.Breakdown of balance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/31/2023 |
|
12/31/2022 |
| Credit card |
9,461,277 |
|
|
31.76 |
% |
|
6,870,565 |
|
|
30.27 |
% |
| Real estate loans |
8,583,568 |
|
|
28.82 |
% |
|
6,251,813 |
|
|
27.54 |
% |
| Personal loans |
7,138,744 |
|
|
23.97 |
% |
|
5,463,781 |
|
|
24.07 |
% |
| Business loans |
3,855,754 |
|
|
12.95 |
% |
|
3,392,500 |
|
|
14.95 |
% |
| Agribusiness loans |
744,958 |
|
|
2.50 |
% |
|
719,669 |
|
|
3.17 |
% |
| Total |
29,784,301 |
|
|
100.00 |
% |
|
22,698,328 |
|
|
100.00 |
% |
|
|
|
|
|
|
|
|
| Provision for expected loss |
(1,883,758) |
|
|
|
|
(1,318,412) |
|
|
|
|
|
|
|
|
|
|
|
| Net balance |
27,900,543 |
|
|
|
|
21,379,916 |
|
|
|
b.Concentration of the portfolio
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/31/2023 |
|
12/31/2022 |
|
Balance |
|
% on Loans and advances to customers |
|
Balance |
|
% on Loans and advances to customers |
| Largest debtor |
339,130 |
|
|
1.14 |
% |
|
344,660 |
|
|
1.52 |
% |
| 10 largest debtors |
1,520,664 |
|
|
5.11 |
% |
|
1,431,237 |
|
|
6.31 |
% |
| 20 largest debtors |
2,140,098 |
|
|
7.19 |
% |
|
1,980,249 |
|
|
8.72 |
% |
| 50 largest debtors |
3,225,766 |
|
|
10.83 |
% |
|
2,734,599 |
|
|
12.05 |
% |
| 100 largest debtors |
4,147,360 |
|
|
13.92 |
% |
|
3,758,241 |
|
|
16.56 |
% |
c.Breakdown by maturity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/31/2023 |
|
12/31/2022 |
| Overdue by 1 day or more |
|
3,599,256 |
|
|
2,817,985 |
|
| To fall due in up to 3 months |
|
3,910,594 |
|
|
3,381,978 |
|
| To fall due between 3 to 12 months |
|
8,366,848 |
|
|
5,916,020 |
|
| To fall due in more than 12 months |
|
13,907,603 |
|
|
10,582,345 |
|
| Total |
|
29,784,301 |
|
|
22,698,328 |
|
d.Concentration by economic sector
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/31/2023 |
|
12/31/2022 |
| Trade |
|
3,043,733 |
|
|
1,041,875 |
|
| Industries |
|
1,586,293 |
|
|
1,359,184 |
|
| Administrative activities |
|
1,577,760 |
|
|
893,914 |
|
| Financial activities |
|
862,903 |
|
|
2,427,341 |
|
| Construction |
|
333,642 |
|
|
1,392,607 |
|
| Agriculture |
|
41,687 |
|
|
178,403 |
|
Other segments (a) |
|
2,091,732 |
|
|
1,781,575 |
|
| Business clients |
|
9,537,750 |
|
|
9,074,899 |
|
| Individual clients |
|
20,246,551 |
|
|
13,623,429 |
|
| Total |
|
29,784,301 |
|
|
22,698,328 |
|
(a) Mainly refers to real estate activities, communication services, transport, storage and mailing.
Table of Contents
|
|
|
|
|
|
| Inter & Co, Inc. |
Consolidated Financial Statements as of
December 31, 2023 and 2022
and for each of the years in the
three-year period ended December 31, 2023
|
e.Analysis of changes in loans and advances to customers by stage:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Stage 1 |
|
Opening balance at 01/01/2023 |
|
Transfer to Stage 2 |
|
Transfer to Stage 3 |
|
Transfer from Stage 2 |
|
Transfer from Stage 3 |
|
Settled contracts |
|
Write-off for loss |
|
Origination/ receipt |
|
Ending balance at 12/31/2023 |
| Credit card |
|
5,893,995 |
|
|
(1,006,343) |
|
|
(172) |
|
|
87,520 |
|
|
82 |
|
|
(3,367,608) |
|
|
— |
|
|
6,466,234 |
|
|
8,073,708 |
|
| Real estate loans |
|
5,843,066 |
|
|
(1,306,165) |
|
|
(254) |
|
|
760,010 |
|
|
63,552 |
|
|
(733,834) |
|
|
— |
|
|
3,305,094 |
|
|
7,931,469 |
|
| Personal loans |
|
4,941,344 |
|
|
(461,393) |
|
|
(1,583) |
|
|
294,992 |
|
|
1,768 |
|
|
(823,872) |
|
|
— |
|
|
2,582,333 |
|
|
6,533,589 |
|
| Business loans |
|
3,378,982 |
|
|
(56,237) |
|
|
— |
|
|
25,502 |
|
|
— |
|
|
(8,093,169) |
|
|
— |
|
|
8,574,335 |
|
|
3,829,413 |
|
| Agribusiness loans |
|
718,115 |
|
|
(11,991) |
|
|
— |
|
|
— |
|
|
— |
|
|
(733,371) |
|
|
— |
|
|
765,373 |
|
|
738,126 |
|
| Total |
|
20,775,502 |
|
|
(2,842,129) |
|
|
(2,009) |
|
|
1,168,024 |
|
|
65,402 |
|
|
(13,751,854) |
|
|
— |
|
|
21,693,369 |
|
|
27,106,305 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Stage 2 |
|
Opening balance at 01/01/2023 |
|
Transfer to Stage 1 |
|
Transfer to Stage 3 |
|
Transfer from Stage 1 |
|
Transfer from Stage 3 |
|
Settled contracts |
|
Write-off for loss |
|
Origination/ receipt |
|
Ending balance at 12/31/2023 |
| Credit card |
|
335,422 |
|
|
(87,520) |
|
|
(1,600,916) |
|
|
1,006,343 |
|
|
— |
|
|
(1,338,807) |
|
|
— |
|
|
2,091,474 |
|
|
405,996 |
|
| Real estate loans |
|
280,633 |
|
|
(760,010) |
|
|
(500,742) |
|
|
1,306,165 |
|
|
264,051 |
|
|
(55,981) |
|
|
— |
|
|
(19,069) |
|
|
515,047 |
|
| Personal loans |
|
290,510 |
|
|
(294,992) |
|
|
(382,699) |
|
|
461,393 |
|
|
31,643 |
|
|
(253,754) |
|
|
— |
|
|
465,361 |
|
|
317,462 |
|
| Business loans |
|
10,476 |
|
|
(25,502) |
|
|
(30,140) |
|
|
56,237 |
|
|
2,130 |
|
|
(1,858) |
|
|
— |
|
|
(1,143) |
|
|
10,200 |
|
| Agribusiness loans |
|
— |
|
|
— |
|
|
(3,391) |
|
|
11,991 |
|
|
— |
|
|
(5,071) |
|
|
— |
|
|
(88) |
|
|
3,441 |
|
| Total |
|
917,041 |
|
|
(1,168,024) |
|
|
(2,517,888) |
|
|
2,842,129 |
|
|
297,824 |
|
|
(1,655,471) |
|
|
— |
|
|
2,536,535 |
|
|
1,252,146 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Stage 3 |
|
Opening balance at 01/01/2023 |
|
Transfer to Stage 1 |
|
Transfer to Stage 2 |
|
Transfer from Stage 1 |
|
Transfer from Stage 2 |
|
Settled contracts |
|
Write-off for loss |
|
Origination/ receipt |
|
Ending balance at 12/31/2022 |
| Credit card |
|
641,147 |
|
|
(82) |
|
|
— |
|
|
172 |
|
|
1,600,916 |
|
|
(422,103) |
|
|
(891,631) |
|
|
53,154 |
|
|
981,573 |
|
| Real estate loans |
|
128,113 |
|
|
(63,552) |
|
|
(264,051) |
|
|
254 |
|
|
500,742 |
|
|
(135,755) |
|
|
(25,211) |
|
|
(3,488) |
|
|
137,052 |
|
| Personal loans |
|
231,929 |
|
|
(1,768) |
|
|
(31,643) |
|
|
1,583 |
|
|
382,699 |
|
|
(111,720) |
|
|
(200,522) |
|
|
17,135 |
|
|
287,693 |
|
| Business loans |
|
3,042 |
|
|
— |
|
|
(2,130) |
|
|
— |
|
|
30,140 |
|
|
(984) |
|
|
(3,173) |
|
|
(10,754) |
|
|
16,141 |
|
| Agribusiness loans |
|
1,554 |
|
|
— |
|
|
— |
|
|
— |
|
|
3,391 |
|
|
— |
|
|
(1,554) |
|
|
— |
|
|
3,391 |
|
| Total |
|
1,005,785 |
|
|
(65,402) |
|
|
(297,824) |
|
|
2,009 |
|
|
2,517,888 |
|
|
(670,562) |
|
|
(1,122,091) |
|
|
56,047 |
|
|
1,425,850 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Consolidated |
|
|
|
|
|
|
|
|
|
Opening balance at 01/01/2023 |
|
Settled contracts |
|
Write-off for loss |
|
Origination/ receipt |
|
Ending balance at 12/31/2023 |
| Credit card |
|
|
|
|
|
|
|
|
|
6,870,564 |
|
|
(5,128,518) |
|
|
(891,631) |
|
|
8,610,862 |
|
|
9,461,277 |
|
| Real estate loans |
|
|
|
|
|
|
|
|
|
6,251,812 |
|
|
(925,570) |
|
|
(25,211) |
|
|
3,282,537 |
|
|
8,583,568 |
|
| Personal loans |
|
|
|
|
|
|
|
|
|
5,463,783 |
|
|
(1,189,346) |
|
|
(200,522) |
|
|
3,064,829 |
|
|
7,138,744 |
|
| Business loans |
|
|
|
|
|
|
|
|
|
3,392,500 |
|
|
(8,096,011) |
|
|
(3,173) |
|
|
8,562,438 |
|
|
3,855,754 |
|
| Agribusiness loans |
|
|
|
|
|
|
|
|
|
719,669 |
|
|
(738,442) |
|
|
(1,554) |
|
|
765,285 |
|
|
744,958 |
|
| Total |
|
|
|
|
|
|
|
|
|
22,698,328 |
|
|
(16,077,887) |
|
|
(1,122,091) |
|
|
24,285,951 |
|
|
29,784,301 |
|
Table of Contents
|
|
|
|
|
|
| Inter & Co, Inc. |
Consolidated Financial Statements as of
December 31, 2023 and 2022
and for each of the years in the
three-year period ended December 31, 2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Stage 1 |
|
Opening balance at 01/01/2022 |
|
Transfer to Stage 2 |
|
Transfer to Stage 3 |
|
Transfer from Stage 2 |
|
Transfer from Stage 3 |
|
Settled contracts |
|
Write-off for loss |
|
Origination/ receipt |
|
Ending balance at 12/31/2022 |
| Credit card |
|
4,335,868 |
|
|
(49,584) |
|
|
(933) |
|
|
1,479 |
|
|
3 |
|
|
(1,037,570) |
|
|
— |
|
|
2,644,732 |
|
|
5,893,995 |
|
| Real estate loans |
|
4,782,311 |
|
|
(121,381) |
|
|
(61,009) |
|
|
83,149 |
|
|
15,438 |
|
|
(697,843) |
|
|
(554) |
|
|
1,842,955 |
|
|
5,843,066 |
|
| Personal loans |
|
3,375,417 |
|
|
(90,452) |
|
|
(84,468) |
|
|
6,801 |
|
|
836 |
|
|
(360,885) |
|
|
(2,960) |
|
|
2,097,055 |
|
|
4,941,344 |
|
| Business loans |
|
2,962,935 |
|
|
(909) |
|
|
(6,099) |
|
|
2,118 |
|
|
5,227 |
|
|
(2,098,349) |
|
|
(802) |
|
|
2,514,861 |
|
|
3,378,982 |
|
| Agribusiness loans |
|
700,191 |
|
|
— |
|
|
(1,535) |
|
|
— |
|
|
— |
|
|
(589,045) |
|
|
— |
|
|
608,504 |
|
|
718,115 |
|
| Total |
|
16,156,722 |
|
|
(262,326) |
|
|
(154,044) |
|
|
93,547 |
|
|
21,504 |
|
|
(4,783,692) |
|
|
(4,316) |
|
|
9,708,107 |
|
|
20,775,502 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Stage 2 |
|
Opening balance at 01/01/2022 |
|
Transfer to Stage 1 |
|
Transfer to Stage 3 |
|
Transfer from Stage 1 |
|
Transfer from Stage 3 |
|
Settled contracts |
|
Write-off for loss |
|
Origination/ receipt |
|
Ending balance at 12/31/2022 |
| Credit card |
|
90,647 |
|
|
(1,479) |
|
|
(1,323) |
|
|
49,584 |
|
|
25 |
|
|
(65,998) |
|
|
(20,321) |
|
|
284,287 |
|
|
335,422 |
|
| Real estate loans |
|
224,817 |
|
|
(83,149) |
|
|
(28,657) |
|
|
121,381 |
|
|
12,376 |
|
|
(38,157) |
|
|
(567) |
|
|
72,589 |
|
|
280,633 |
|
| Personal loans |
|
86,023 |
|
|
(6,801) |
|
|
(31,142) |
|
|
90,452 |
|
|
548 |
|
|
(25,423) |
|
|
(3,538) |
|
|
180,391 |
|
|
290,510 |
|
| Business loans |
|
4,923 |
|
|
(2,118) |
|
|
(2,634) |
|
|
909 |
|
|
10,006 |
|
|
(133) |
|
|
(35) |
|
|
(442) |
|
|
10,476 |
|
| Agribusiness loans |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
| Total |
|
406,410 |
|
|
(93,547) |
|
|
(63,756) |
|
|
262,326 |
|
|
22,955 |
|
|
(129,711) |
|
|
(24,461) |
|
|
536,825 |
|
|
917,041 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Stage 3 |
|
Opening balance at 01/01/2022 |
|
Transfer to Stage 1 |
|
Transfer to Stage 2 |
|
Transfer from Stage 1 |
|
Transfer from Stage 2 |
|
Settled contracts |
|
Write-off for loss |
|
Origination/ receipt |
|
Ending balance at 12/31/2022 |
| Credit card |
|
371,803 |
|
|
(3) |
|
|
(25) |
|
|
933 |
|
|
1,323 |
|
|
(321,232) |
|
|
(50,179) |
|
|
638,527 |
|
|
641,147 |
|
| Real estate loans |
|
114,283 |
|
|
(15,438) |
|
|
(12,376) |
|
|
61,009 |
|
|
28,657 |
|
|
(54,798) |
|
|
(12,367) |
|
|
19,143 |
|
|
128,113 |
|
| Personal loans |
|
117,843 |
|
|
(836) |
|
|
(548) |
|
|
84,468 |
|
|
31,142 |
|
|
(29,061) |
|
|
(59,232) |
|
|
88,153 |
|
|
231,929 |
|
| Business loans |
|
49,301 |
|
|
(5,227) |
|
|
(10,006) |
|
|
6,099 |
|
|
2,634 |
|
|
(27,934) |
|
|
(6,110) |
|
|
(5,715) |
|
|
3,042 |
|
| Agribusiness loans |
|
— |
|
|
— |
|
|
— |
|
|
1,535 |
|
|
— |
|
|
— |
|
|
— |
|
|
19 |
|
|
1,554 |
|
| Total |
|
653,230 |
|
|
(21,504) |
|
|
(22,955) |
|
|
154,044 |
|
|
63,756 |
|
|
(433,025) |
|
|
(127,888) |
|
|
740,127 |
|
|
1,005,785 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Consolidated |
|
|
|
|
|
|
|
|
|
Opening balance at 01/01/2022 |
|
Settled contracts |
|
Write-off for loss |
|
Origination/ receipt |
|
Ending balance at 12/31/2022 |
| Credit card |
|
|
|
|
|
|
|
|
|
4,798,318 |
|
|
(1,424,800) |
|
|
(70,500) |
|
|
3,567,546 |
|
|
6,870,564 |
|
| Real estate loans |
|
|
|
|
|
|
|
|
|
5,121,411 |
|
|
(790,798) |
|
|
(13,488) |
|
|
1,934,687 |
|
|
6,251,812 |
|
| Personal loans |
|
|
|
|
|
|
|
|
|
3,579,283 |
|
|
(415,369) |
|
|
(65,730) |
|
|
2,365,599 |
|
|
5,463,783 |
|
| Business loans |
|
|
|
|
|
|
|
|
|
3,017,159 |
|
|
(2,126,416) |
|
|
(6,947) |
|
|
2,508,704 |
|
|
3,392,500 |
|
| Agribusiness loans |
|
|
|
|
|
|
|
|
|
700,191 |
|
|
(589,045) |
|
|
— |
|
|
608,523 |
|
|
719,669 |
|
| Total |
|
|
|
|
|
|
|
|
|
17,216,362 |
|
|
(5,346,428) |
|
|
(156,665) |
|
|
10,985,059 |
|
|
22,698,328 |
|
Table of Contents
|
|
|
|
|
|
| Inter & Co, Inc. |
Consolidated Financial Statements as of
December 31, 2023 and 2022
and for each of the years in the
three-year period ended December 31, 2023
|
f.Analysis of changes in expected losses by stage
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Stage 1 |
|
Opening balance at 01/01/2023 |
|
Transfer to Stage 2 |
|
Transfer to Stage 3 |
|
Transfer from Stage 2 |
|
Transfer from Stage 3 |
|
Write-off for loss |
|
Constitution/ (Reversal) |
|
Ending balance at 12/31/2023 |
| Credit card |
|
296,909 |
|
|
(359,988) |
|
|
(52) |
|
|
26,254 |
|
|
53 |
|
|
— |
|
|
445,236 |
|
|
408,412 |
|
| Real estate loans |
|
66,484 |
|
|
(95,396) |
|
|
(50) |
|
|
30,638 |
|
|
7,554 |
|
|
— |
|
|
40,700 |
|
|
49,930 |
|
| Personal loans |
|
98,516 |
|
|
(72,948) |
|
|
(13) |
|
|
31,534 |
|
|
866 |
|
|
— |
|
|
48,680 |
|
|
106,635 |
|
| Business loans |
|
12,099 |
|
|
(2,921) |
|
|
— |
|
|
141 |
|
|
— |
|
|
— |
|
|
3,540 |
|
|
12,859 |
|
| Agribusiness loans |
|
11,606 |
|
|
(2,113) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
1,629 |
|
|
11,122 |
|
| Total |
|
485,614 |
|
|
(533,366) |
|
|
(115) |
|
|
88,567 |
|
|
8,473 |
|
|
— |
|
|
539,785 |
|
|
588,958 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Stage 2 |
|
Opening balance at 01/01/2023 |
|
Transfer to Stage 1 |
|
Transfer to Stage 3 |
|
Transfer from Stage 1 |
|
Transfer from Stage 3 |
|
Write-off for loss |
|
Constitution/ (Reversal) |
|
Ending balance at 12/31/2023 |
| Credit card |
|
174,466 |
|
|
(26,254) |
|
|
(1,032,014) |
|
|
359,988 |
|
|
— |
|
|
— |
|
|
749,585 |
|
|
225,771 |
|
| Real estate loans |
|
16,939 |
|
|
(30,638) |
|
|
(83,197) |
|
|
95,396 |
|
|
21,030 |
|
|
— |
|
|
20,180 |
|
|
39,710 |
|
| Personal loans |
|
90,088 |
|
|
(31,534) |
|
|
(212,221) |
|
|
72,948 |
|
|
5,329 |
|
|
— |
|
|
165,077 |
|
|
89,687 |
|
| Business loans |
|
899 |
|
|
(141) |
|
|
(4,492) |
|
|
2,921 |
|
|
44 |
|
|
— |
|
|
1,558 |
|
|
789 |
|
| Agribusiness loans |
|
— |
|
|
— |
|
|
(1,626) |
|
|
2,113 |
|
|
— |
|
|
— |
|
|
460 |
|
|
947 |
|
| Total |
|
282,392 |
|
|
(88,567) |
|
|
(1,333,550) |
|
|
533,366 |
|
|
26,403 |
|
|
— |
|
|
936,860 |
|
|
356,904 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Stage 3 |
|
Opening balance at 01/01/2023 |
|
Transfer to Stage 1 |
|
Transfer to Stage 2 |
|
Transfer from Stage 1 |
|
Transfer from Stage 2 |
|
Write-off for loss |
|
Constitution/ (Reversal) |
|
Ending balance at 12/31/2023 |
| Credit card |
|
402,826 |
|
|
(53) |
|
|
— |
|
|
52 |
|
|
1,032,014 |
|
|
(891,631) |
|
|
165,778 |
|
|
708,986 |
|
| Real estate loans |
|
19,127 |
|
|
(7,554) |
|
|
(21,030) |
|
|
50 |
|
|
83,197 |
|
|
(25,211) |
|
|
(4,487) |
|
|
44,092 |
|
| Personal loans |
|
127,149 |
|
|
(866) |
|
|
(5,329) |
|
|
13 |
|
|
212,221 |
|
|
(200,521) |
|
|
75,376 |
|
|
208,043 |
|
| Business loans |
|
328 |
|
|
— |
|
|
(44) |
|
|
— |
|
|
4,492 |
|
|
(3,173) |
|
|
4,628 |
|
|
6,231 |
|
| Agribusiness loans |
|
976 |
|
|
— |
|
|
— |
|
|
— |
|
|
1,626 |
|
|
(1,554) |
|
|
580 |
|
|
1,628 |
|
| Total |
|
550,406 |
|
|
(8,473) |
|
|
(26,403) |
|
|
115 |
|
|
1,333,550 |
|
|
(1,122,090) |
|
|
241,875 |
|
|
968,980 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Consolidated |
|
|
|
|
|
|
|
|
|
Opening balance at 01/01/2023 |
|
Write-off for loss |
|
Constitution/ (Reversal)(a) |
|
Ending balance at 12/31/2023 |
| Credit card |
|
|
|
|
|
|
|
|
|
874,201 |
|
|
(891,631) |
|
|
1,360,599 |
|
|
1,343,169 |
|
| Real estate loans |
|
|
|
|
|
|
|
|
|
102,550 |
|
|
(25,211) |
|
|
56,393 |
|
|
133,732 |
|
| Personal loans |
|
|
|
|
|
|
|
|
|
315,753 |
|
|
(200,521) |
|
|
289,133 |
|
|
404,365 |
|
| Business loans |
|
|
|
|
|
|
|
|
|
13,326 |
|
|
(3,173) |
|
|
9,726 |
|
|
19,879 |
|
| Agribusiness loans |
|
|
|
|
|
|
|
|
|
12,582 |
|
|
(1,554) |
|
|
2,669 |
|
|
13,697 |
|
| Total |
|
|
|
|
|
|
|
|
|
1,318,412 |
|
|
(1,122,090) |
|
|
1,718,520 |
|
|
1,914,842 |
|
(a)The movement includes the values of provisions for commitments as shown in note 23.
Table of Contents
|
|
|
|
|
|
| Inter & Co, Inc. |
Consolidated Financial Statements as of
December 31, 2023 and 2022
and for each of the years in the
three-year period ended December 31, 2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Stage 1 |
|
Opening balance at 01/01/2022 |
|
Transfer to Stage 2 |
|
Transfer to Stage 3 |
|
Transfer from Stage 2 |
|
Transfer from Stage 3 |
|
Write-off for loss |
|
Constitution/ (Reversal) |
|
Ending balance at 12/31/2022 |
| Credit card |
|
202,481 |
|
|
(2,825) |
|
|
(89) |
|
|
852 |
|
|
2 |
|
|
— |
|
|
96,488 |
|
|
296,909 |
|
| Real estate loans |
|
49,569 |
|
|
(3,161) |
|
|
(1,737) |
|
|
4,258 |
|
|
2,305 |
|
|
(6) |
|
|
15,256 |
|
|
66,484 |
|
| Personal loans |
|
57,344 |
|
|
(2,737) |
|
|
(3,110) |
|
|
924 |
|
|
396 |
|
|
(1,023) |
|
|
46,722 |
|
|
98,516 |
|
| Business loans |
|
12,587 |
|
|
(4) |
|
|
(288) |
|
|
41 |
|
|
559 |
|
|
(77) |
|
|
(719) |
|
|
12,099 |
|
| Agribusiness loans |
|
25,676 |
|
|
— |
|
|
(56) |
|
|
— |
|
|
— |
|
|
— |
|
|
(14,014) |
|
|
11,606 |
|
| Total |
|
347,657 |
|
|
(8,727) |
|
|
(5,280) |
|
|
6,075 |
|
|
3,262 |
|
|
(1,106) |
|
|
143,733 |
|
|
485,614 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Stage 2 |
|
Opening balance at 01/01/2022 |
|
Transfer to Stage 1 |
|
Transfer to Stage 3 |
|
Transfer from Stage 1 |
|
Transfer from Stage 3 |
|
Write-off for loss |
|
Constitution/ (Reversal) |
|
Ending balance at 12/31/2022 |
| Credit card |
|
29,101 |
|
|
(852) |
|
|
(383) |
|
|
2,825 |
|
|
12 |
|
|
(4,974) |
|
|
148,737 |
|
|
174,466 |
|
| Real estate loans |
|
13,361 |
|
|
(4,258) |
|
|
(1,876) |
|
|
3,161 |
|
|
1,848 |
|
|
(36) |
|
|
4,739 |
|
|
16,939 |
|
| Personal loans |
|
11,094 |
|
|
(924) |
|
|
(3,324) |
|
|
2,737 |
|
|
314 |
|
|
(1,067) |
|
|
81,258 |
|
|
90,088 |
|
| Business loans |
|
324 |
|
|
(41) |
|
|
(282) |
|
|
4 |
|
|
1,070 |
|
|
— |
|
|
(176) |
|
|
899 |
|
| Agribusiness loans |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
| Total |
|
53,880 |
|
|
(6,075) |
|
|
(5,865) |
|
|
8,727 |
|
|
3,244 |
|
|
(6,077) |
|
|
234,558 |
|
|
282,392 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Stage 3 |
|
Opening balance at 01/01/2022 |
|
Transfer to Stage 1 |
|
Transfer to Stage 2 |
|
Transfer from Stage 1 |
|
Transfer from Stage 2 |
|
Write-off for loss |
|
Constitution/ (Reversal) |
|
Ending balance at 12/31/2022 |
| Credit card |
|
186,157 |
|
|
(2) |
|
|
(12) |
|
|
89 |
|
|
383 |
|
|
(25,348) |
|
|
241,559 |
|
|
402,826 |
|
| Real estate loans |
|
17,062 |
|
|
(2,305) |
|
|
(1,848) |
|
|
1,737 |
|
|
1,876 |
|
|
(1,846) |
|
|
4,451 |
|
|
19,127 |
|
| Personal loans |
|
73,065 |
|
|
(396) |
|
|
(314) |
|
|
3,110 |
|
|
3,324 |
|
|
(47,568) |
|
|
95,928 |
|
|
127,149 |
|
| Business loans |
|
3,110 |
|
|
(559) |
|
|
(1,070) |
|
|
288 |
|
|
282 |
|
|
(654) |
|
|
(1,069) |
|
|
328 |
|
| Agribusiness loans |
|
— |
|
|
— |
|
|
— |
|
|
56 |
|
|
— |
|
|
— |
|
|
920 |
|
|
976 |
|
| Total |
|
279,394 |
|
|
(3,262) |
|
|
(3,244) |
|
|
5,280 |
|
|
5,865 |
|
|
(75,416) |
|
|
341,789 |
|
|
550,406 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Consolidated |
|
|
|
|
|
|
|
|
|
Balance at 01/01/2022 |
|
Write-off for loss |
|
Constitution/ (Reversal) |
|
Ending balance at 12/31/2022 |
| Credit card |
|
|
|
|
|
|
|
|
|
417,739 |
|
|
(30,322) |
|
|
486,784 |
|
|
874,201 |
|
| Real estate loans |
|
|
|
|
|
|
|
|
|
79,992 |
|
|
(1,888) |
|
|
24,446 |
|
|
102,550 |
|
| Personal loans |
|
|
|
|
|
|
|
|
|
141,503 |
|
|
(49,658) |
|
|
223,908 |
|
|
315,753 |
|
| Business loans |
|
|
|
|
|
|
|
|
|
16,021 |
|
|
(731) |
|
|
(1,964) |
|
|
13,326 |
|
| Agribusiness loans |
|
|
|
|
|
|
|
|
|
25,676 |
|
|
— |
|
|
(13,094) |
|
|
12,582 |
|
| Total |
|
|
|
|
|
|
|
|
|
680,931 |
|
|
(82,599) |
|
|
720,080 |
|
|
1,318,412 |
|
13.Non-current assets held for sale
The balance of non-current assets held for sale comprises assets originally received as collateral for loans and advances to customers, which were repossessed. The amount of real state held for sale on December 31, 2023 was R$ 174,355 (December 31, 2022: R$ 166,943).
Table of Contents
|
|
|
|
|
|
| Inter & Co, Inc. |
Consolidated Financial Statements as of
December 31, 2023 and 2022
and for each of the years in the
three-year period ended December 31, 2023
|
14.Equity accounted investees
a.Equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% in share capital |
|
Equity accounted investees |
| Investees |
|
12/31/2023 |
|
12/31/2022 |
|
12/31/2023 |
|
12/31/2022 |
Granito Soluções em Pagamento S.A.(a) |
|
50.0 |
% |
|
45.0 |
% |
|
80,233 |
|
|
62,582 |
|
| Total |
|
|
|
|
|
80,233 |
|
|
62,582 |
|
| Other investments |
|
|
|
|
|
10,401 |
|
|
9,508 |
|
| Total |
|
|
|
|
|
90,634 |
|
|
72,090 |
|
(a)On May 4, 2023, Banco Inter S.A. concluded the acquisition of additional 5% of the share capital of Granito Instituição de Pagamento S.A. (“Granito”), held by minority shareholders, for the amount of R$ 10 million (“Acquisition paid in cash”). The acquisition was accounted for using the equity method.
b.Loss from equity interests in associates:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Investees |
|
2023 |
|
2022 |
|
2021 |
| Granito Soluções em Pagamento S.A. |
|
(32,040) |
|
|
(17,384) |
|
|
(8,764) |
|
| Total |
|
(32,040) |
|
|
(17,384) |
|
|
(8,764) |
|
15.Property and equipment
a.Breakdown of property and equipment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/31/2023 |
|
|
Annual depreciation rate |
|
Historical cost |
|
Accumulated depreciation |
|
Carrying Amount |
| Right-of-use assets - buildings and equipment |
|
4% to 10% |
|
117,873 |
|
|
(9,193) |
|
|
108,680 |
|
| Buildings |
|
4 |
% |
|
39,062 |
|
|
(10,896) |
|
|
28,166 |
|
| Furniture and equipment |
|
10 |
% |
|
35,508 |
|
|
(10,370) |
|
|
25,138 |
|
| Data processing systems |
|
20 |
% |
|
16,907 |
|
|
(13,364) |
|
|
3,543 |
|
| Construction in progress |
|
— |
|
|
2,020 |
|
|
— |
|
|
2,020 |
|
| Total |
|
|
|
211,370 |
|
|
(43,823) |
|
|
167,547 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/31/2022 |
|
|
Annual depreciation rate |
|
Historical Cost |
|
Accumulated Depreciation |
|
Carrying Amount |
| Right-of-use assets - buildings and equipment |
|
4% to 10% |
|
144,387 |
|
|
(7,616) |
|
|
136,771 |
|
| Buildings |
|
4 |
% |
|
37,447 |
|
|
(25,149) |
|
|
12,298 |
|
| Furniture and equipment |
|
10 |
% |
|
23,601 |
|
|
(2,069) |
|
|
21,532 |
|
| Data processing systems |
|
20 |
% |
|
15,636 |
|
|
(12) |
|
|
15,624 |
|
| Construction in progress |
|
— |
|
|
1,794 |
|
|
— |
|
|
1,794 |
|
| Total |
|
|
|
222,865 |
|
|
(34,846) |
|
|
188,019 |
|
Table of Contents
|
|
|
|
|
|
| Inter & Co, Inc. |
Consolidated Financial Statements as of
December 31, 2023 and 2022
and for each of the years in the
three-year period ended December 31, 2023
|
b.Changes in property and equipment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 12/31/2022 |
|
Addition |
|
Transfer |
|
Write-offs |
|
Exchange rate changes |
|
Balance at 12/31/2023 |
| Historical cost |
|
|
|
|
|
|
|
|
|
|
|
|
| Buildings |
|
37,447 |
|
|
1,778 |
|
|
(163) |
|
|
— |
|
|
— |
|
|
39,062 |
|
| Furniture and equipment |
|
23,601 |
|
|
12,028 |
|
|
1,093 |
|
|
(614) |
|
|
(600) |
|
|
35,508 |
|
| Data processing systems |
|
15,636 |
|
|
424 |
|
|
847 |
|
|
— |
|
|
— |
|
|
16,907 |
|
| Construction in progress |
|
1,794 |
|
|
226 |
|
|
— |
|
|
— |
|
|
— |
|
|
2,020 |
|
| Total |
|
78,478 |
|
|
14,456 |
|
|
1,777 |
|
|
(614) |
|
|
(600) |
|
|
93,497 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Accumulated depreciation |
|
|
|
|
|
|
|
|
|
|
|
|
| Buildings |
|
(25,149) |
|
|
(3,395) |
|
|
17,648 |
|
|
— |
|
|
— |
|
|
(10,896) |
|
| Furniture and equipment |
|
(2,069) |
|
|
(2,759) |
|
|
(5,855) |
|
|
91 |
|
|
222 |
|
|
(10,370) |
|
| Data processing systems |
|
(12) |
|
|
(160) |
|
|
(13,570) |
|
|
377 |
|
|
— |
|
|
(13,365) |
|
| Total Accumulated depreciation |
|
(27,230) |
|
|
(6,314) |
|
|
(1,777) |
|
|
468 |
|
|
222 |
|
|
(34,631) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total |
|
51,248 |
|
|
8,142 |
|
|
— |
|
|
(146) |
|
|
(378) |
|
|
58,866 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 12/31/2021 |
|
Addition |
|
Business combination |
|
Transfer |
|
Write-offs |
|
Balance at 12/31/2022 |
| Historical cost |
|
|
|
|
|
|
|
|
|
|
|
|
| Buildings |
|
27,608 |
|
|
8,628 |
|
|
— |
|
|
1,279 |
|
|
(68) |
|
|
37,447 |
|
| Furniture and equipment |
|
14,012 |
|
|
3,552 |
|
|
6,464 |
|
|
(409) |
|
|
(18) |
|
|
23,601 |
|
| Data processing systems |
|
14,390 |
|
|
1,253 |
|
|
— |
|
|
— |
|
|
(7) |
|
|
15,636 |
|
| Construction in progress |
|
— |
|
|
2,254 |
|
|
— |
|
|
(460) |
|
|
— |
|
|
1,794 |
|
| Total |
|
56,010 |
|
|
15,687 |
|
|
6,464 |
|
|
410 |
|
|
(93) |
|
|
78,478 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Accumulated depreciation |
|
|
|
|
|
|
|
|
|
|
|
|
| Buildings |
|
(14,721) |
|
|
(5,478) |
|
|
— |
|
|
(5,005) |
|
|
55 |
|
|
(25,149) |
|
| Furniture and equipment |
|
(5,064) |
|
|
(373) |
|
|
(1,183) |
|
|
4,529 |
|
|
22 |
|
|
(2,069) |
|
| Data processing systems |
|
(73) |
|
|
(6) |
|
|
— |
|
|
66 |
|
|
1 |
|
|
(12) |
|
| Total |
|
(19,858) |
|
|
(5,857) |
|
|
(1,183) |
|
|
(410) |
|
|
78 |
|
|
(27,230) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total |
|
36,152 |
|
|
9,830 |
|
|
5,281 |
|
|
— |
|
|
(15) |
|
|
51,248 |
|
c. Right-of-use assets
|
|
|
|
|
|
|
|
|
|
|
Buildings and equipment |
| Balance at January 1, 2023 |
|
136,771 |
|
| Additions to right-of-use assets |
|
3,425 |
|
| Depreciation charge for the year |
|
(1,577) |
|
| Lease termination of non-renewed contracts/write-offs |
|
(29,939) |
|
| Balance at December 31, 2023 |
|
108,680 |
|
|
|
|
|
|
|
|
|
|
|
|
Buildings and equipment |
| Balance at January 1, 2022 |
|
136,686 |
|
| Additions to right-of-use assets |
|
13,323 |
|
| Depreciation charge for the year |
|
(3,875) |
|
| Lease termination of non-renewed contracts/write-offs |
|
(9,363) |
|
| Balance at December 31, 2022 |
|
136,771 |
|
Table of Contents
|
|
|
|
|
|
| Inter & Co, Inc. |
Consolidated Financial Statements as of
December 31, 2023 and 2022
and for each of the years in the
three-year period ended December 31, 2023
|
16.Intangible assets
a.Breakdown of intangible assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/31/2023 |
|
12/31/2022 |
|
Annual amortization rate |
|
Historical cost |
|
Accumulated amortization |
|
Carrying amount |
|
Historical cost |
|
Accumulated amortization |
|
Carrying amount |
| Development costs |
20% |
|
360,818 |
|
|
(119,107) |
|
|
241,711 |
|
|
234,400 |
|
|
(48,835) |
|
|
185,565 |
|
| Intangible assets in progress |
— |
|
288,045 |
|
|
— |
|
|
288,045 |
|
|
279,675 |
|
|
— |
|
|
279,675 |
|
| Software |
17% |
|
457,210 |
|
|
(283,993) |
|
|
173,217 |
|
|
336,495 |
|
|
(204,278) |
|
|
132,217 |
|
| Customer portfolio |
20% |
|
13,965 |
|
|
(7,369) |
|
|
6,596 |
|
|
13,965 |
|
|
(5,589) |
|
|
8,376 |
|
| Goodwill |
— |
|
635,735 |
|
|
— |
|
|
635,735 |
|
|
632,796 |
|
|
— |
|
|
632,796 |
|
| Total |
|
|
1,755,773 |
|
|
(410,469) |
|
|
1,345,304 |
|
|
1,497,331 |
|
|
(258,702) |
|
|
1,238,629 |
|
b.Changes in intangible assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/31/2022 |
|
Addition |
|
Write-offs |
|
Transfers |
|
Business Combination |
Amortization |
|
12/31/2023 |
| Development costs |
185,565 |
|
|
40,746 |
|
|
(195) |
|
|
86,648 |
|
|
— |
|
(71,053) |
|
|
241,711 |
|
| Intangible assets in progress |
279,675 |
|
|
143,625 |
|
|
(188) |
|
|
(135,067) |
|
|
— |
|
— |
|
|
288,045 |
|
| Software |
132,217 |
|
|
72,338 |
|
|
(42) |
|
|
48,419 |
|
|
— |
|
(79,715) |
|
|
173,217 |
|
| Customer portfolio |
8,376 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
(1,781) |
|
|
6,596 |
|
| Goodwill |
632,796 |
|
|
— |
|
|
— |
|
|
— |
|
|
2,939 |
|
— |
|
|
635,735 |
|
| Total |
1,238,629 |
|
|
256,709 |
|
|
(425) |
|
|
— |
|
|
2,939 |
|
(152,549) |
|
|
1,345,304 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/31/2021 |
|
Addition |
|
Write-offs |
|
Transfers |
|
Business Combination |
Amortization |
|
12/31/2022 |
| Development costs |
115,417 |
|
|
30 |
|
|
(253) |
|
|
104,675 |
|
|
— |
|
(34,304) |
|
|
185,565 |
|
| Intangible assets in progress |
177,979 |
|
|
211,994 |
|
|
(7,042) |
|
|
(103,256) |
|
|
— |
|
— |
|
|
279,675 |
|
| Software |
47,150 |
|
|
54,934 |
|
|
(2,041) |
|
|
(1,419) |
|
|
155,622 |
|
(122,029) |
|
|
132,217 |
|
| Customer portfolio |
10,329 |
|
|
— |
|
|
(103) |
|
|
— |
|
|
— |
|
(1,850) |
|
|
8,376 |
|
| Goodwill (a) |
78,037 |
|
|
— |
|
|
— |
|
|
— |
|
|
554,759 |
|
— |
|
|
632,796 |
|
| Total |
428,912 |
|
|
266,958 |
|
|
(9,439) |
|
|
— |
|
|
710,381 |
|
(158,183) |
|
|
1,238,629 |
|
(a) Refers to the acquisition of Inter & Co Payments, Inc as disclosed in explanatory note 4 of business combination.
17.Other assets
|
|
|
|
|
|
|
|
|
|
|
|
|
12/31/2023 |
|
12/31/2022 |
| Prepaid expenses (a) |
351,627 |
|
|
321,830 |
|
| Recoverable taxes |
327,585 |
|
|
176,513 |
|
| Commissions and bonus receivable (b) |
226,520 |
|
|
113,546 |
|
| Premium or discount on transfer of financial assets |
189,019 |
|
|
71,460 |
|
| Sundry debtors (c) |
171,143 |
|
|
91,627 |
|
| Pending settlements (d) |
148,613 |
|
|
277,953 |
|
| Amount receivable from the sale of investments |
109,682 |
|
|
87,318 |
|
| Early settlement of credit operations |
79,278 |
|
|
23,328 |
|
| Unbilled services provided |
55,659 |
|
|
31,870 |
|
| Agreements on sales of properties receivable |
45,961 |
|
|
38,467 |
|
| Advances to third parties |
29,690 |
|
|
23,911 |
|
| Others (e) |
390,454 |
|
|
167,685 |
|
| Total |
2,125,231 |
|
|
1,425,508 |
|
(a) Refer substantially to the cost of acquisition of digital account customers and expenses on portability to process;
(b) Refers mainly to bonus receivable from the commercial agreement signed with Mastercard, Liberty and Sompo;
(c) Refers mainly to portability amounts to be processed, credit card amounts to be processed, negotiation and intermediation of amounts and debtors by judicial deposit. and;
(d) Pending settlements: refers mainly to settlement balances receivable from B3.
(e) Previously presented as “Foreign Exchange Operations” and “Other Securities”.
Table of Contents
|
|
|
|
|
|
| Inter & Co, Inc. |
Consolidated Financial Statements as of
December 31, 2023 and 2022
and for each of the years in the
three-year period ended December 31, 2023
|
18.Liabilities with financial institutions
|
|
|
|
|
|
|
|
|
|
|
|
|
12/31/2023 |
|
12/31/2022 |
| Payables with credit card network |
6,801,035 |
|
|
5,228,314 |
|
| Interbank deposits |
1,647,866 |
|
|
732,528 |
|
| Securities sold under agreements to repurchase |
1,011,092 |
|
|
1,902,873 |
|
| Others |
62,476 |
|
|
43,182 |
|
| Total |
9,522,469 |
|
|
7,906,897 |
|
19.Liabilities with customers
|
|
|
|
|
|
|
|
|
|
|
|
|
12/31/2023 |
|
12/31/2022 |
| Time deposits (a) |
28,158,459 |
|
|
10,517,060 |
|
| Demand deposits |
2,572,536 |
|
|
11,566,826 |
|
| Savings deposits |
1,540,604 |
|
|
1,307,055 |
|
| Creditors by resources to release |
380,021 |
|
|
251,863 |
|
| Total |
32,651,620 |
|
|
23,642,804 |
|
(a) The variation in balances between the periods is due to the launch of the “Conta com Pontos" product.
20.Securities issued
|
|
|
|
|
|
|
|
|
|
|
|
|
12/31/2023 |
|
12/31/2022 |
| Real estate credit bills |
7,898,500 |
|
|
5,794,144 |
|
| Financial Bills |
147,876 |
|
|
67,014 |
|
| Agribusiness credit bills |
48,666 |
|
|
341,007 |
|
| Total |
8,095,042 |
|
|
6,202,165 |
|
21.Borrowing and onlending
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/31/2023 |
|
12/31/2022 |
| Onlending obligations - Tesouro Funcafé (a) |
|
81,838 |
|
|
6,000 |
|
| Onlending obligations – Caixa Econômica Federal (b) |
|
20,292 |
|
|
22,231 |
|
| Onlending obligations – BNDES (c) |
|
5,282 |
|
|
8,139 |
|
| Others |
|
— |
|
|
78 |
|
| Total |
|
107,412 |
|
|
36,448 |
|
(a) Refers to rural credit operations with Funcafé (at a fixed rate of 8% p.a.);
(b) Refers to on-lending operations for real estate loans taken out with Caixa Econômica Federal (at rates of between 4.5% and 6% p.a.); and
(c) Refers to Working Capital operations with BNDES (at a fixed rate of up to 6.87% p.a.).
22.Tax liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
12/31/2023 |
|
12/31/2022 |
| Income tax and social contribution |
287,978 |
|
|
114,493 |
|
| PIS/COFINS |
27,717 |
|
|
20,542 |
|
| INSS/FGTS |
19,392 |
|
|
14,842 |
|
| Others |
28,175 |
|
|
16,988 |
|
| Total |
363,262 |
|
|
166,865 |
|
Table of Contents
|
|
|
|
|
|
| Inter & Co, Inc. |
Consolidated Financial Statements as of
December 31, 2023 and 2022
and for each of the years in the
three-year period ended December 31, 2023
|
23.Provisions and contingent liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
12/31/2023 |
|
12/31/2022 |
| Provision for legal and administrative proceedings |
39,368 |
|
|
28,118 |
|
| Provision for expected credit losses on loan commitments (a) |
31,084 |
|
|
29,331 |
|
| Total |
70,452 |
|
|
57,449 |
|
(a) Inter recognizes expected losses for financial assets on loan commitments that include both a used component and an unused loan commitment component. To the extent that the combined value of expected credit losses exceeds the gross carrying amount of the financial asset, the remaining balance is presented as a provision.
a.Provisions
The Group's legal entities, in the normal course of their activities, are parties to tax, social security, labor and civil lawsuits. The respective provisions were made taking into account the laws in force, the opinion of legal advisors, the nature and complexity of the cases, case law, past loss experience and other relevant criteria that allow the most adequate estimate.
i.Labor lawsuits
These are lawsuits filed seeking to obtain indemnities of a labor nature. Amounts provisioned are related to processes in which alleged labor rights are discussed, such as overtime and salary equalization. On an individual basis, amounts provided for labor lawsuits are not significant.
ii.Civil lawsuits
The majority of lawsuits refer to indemnities for material and moral damages related to the Group’s products, such as payroll deductible loans, in addition to declaratory and remedial actions, compliance with the limit of a 30% deduction from a borrower's salary, presentation of documents and adjustment actions.
Changes in provisions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Labor |
|
Civil |
|
Total |
| Balance at December 31, 2022 |
|
3,788 |
|
|
24,330 |
|
|
28,118 |
|
| Constitution/increase in provision |
|
3,429 |
|
|
35,126 |
|
|
38,555 |
|
| Payments |
|
(1,235) |
|
|
(26,070) |
|
|
(27,305) |
|
| Balance at December 31, 2023 |
|
5,982 |
|
|
33,386 |
|
|
39,368 |
|
|
|
|
|
|
|
|
| Balance at December 31, 2021 |
|
3,312 |
|
|
18,370 |
|
|
21,682 |
|
| Constitution/increase in provision |
|
1,029 |
|
|
24,903 |
|
|
25,932 |
|
| Payments |
|
(553) |
|
|
(18,943) |
|
|
(19,496) |
|
| Balance at December 31, 2022 |
|
3,788 |
|
|
24,330 |
|
|
28,118 |
|
b.Contingent tax liabilities classified as possible losses
The main proceedings with this classification are:
Income tax and social contribution on net income – IRPJ and CSLL
On August 30, 2013, a tax assessment notice was issued (referring to some expenses considered as non-deductible) requiring the payment of amounts of income tax and social contribution related to the calendar years 2008 to 2009. As of December 31, 2023, these amounted to R$33,390 (R$29,963 on December 31, 2022).
Table of Contents
|
|
|
|
|
|
| Inter & Co, Inc. |
Consolidated Financial Statements as of
December 31, 2023 and 2022
and for each of the years in the
three-year period ended December 31, 2023
|
COFINS
The Company is discussing its COFINS obligations from 1999 to 2008 in court, due to the Federal Revenue Service's understanding that financial revenues should be included in the calculation basis of this contribution. Inter has a Federal Supreme Court decision, dated December 19, 2005, granting the right to collect COFINS based only on the revenue from services rendered, instead of the total revenue that would include financial revenues.
In 2005, Inter obtained a favorable final and unappealable decision from the Federal Supreme Court, granting it the right to pay COFINS based only on the revenue from services rendered, instead of the total revenue that would include financial revenues.
During the period from 1999 to 2006, Inter made judicial deposits and/or made the payment of the obligation. In 2006, through a favorable decision by the Supreme Federal Court and the express consent of the Federal Revenue Service, Inter's judicial deposit was released. Additionally, the authorization to use the credits, for amounts previously overpaid, against current obligations, was homologated without challenge by the Federal Revenue Service on May 11, 2006. Subsequently, the Federal Revenue Service challenged the procedures adopted by Inter, applying the understanding that financial revenues should be included in the COFINS calculation basis.
After the enactment of Law 12.973/14, Inter modified its procedures to include financial revenues in the COFINS calculation basis and, therefore, all the taxable events involved in Inter’s discussions are prior to this law.
Currently, the application of the res judicial (final and unappealable ruling) is being discussed in a lawsuit that ensured Inter the right not to pay COFINS on financial revenues.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Process type |
|
12/31/2023 |
|
12/31/2022 |
| Action for the annulment of a tax debt |
|
39,651 |
|
|
28,459 |
|
| Infraction notice |
|
24,132 |
|
|
22,340 |
|
| Clearing Statement |
|
1,261 |
|
|
1,473 |
|
| Total |
|
65,044 |
|
|
52,272 |
|
24.Other liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/31/2023 |
|
12/31/2022 |
| Payments to be processed (a) |
|
1,150,536 |
|
|
648,887 |
|
| Social and statutory provisions (b) |
|
139,752 |
|
|
77,383 |
|
| Lease liabilities (Note 24.a) |
|
120,395 |
|
|
146,705 |
|
| Pending settlements (c) |
|
118,307 |
|
|
31,352 |
|
| Contract liabilities (d) |
|
41,785 |
|
|
45,364 |
|
| Agreements |
|
27,979 |
|
|
33,736 |
|
| Other liabilities |
|
298,494 |
|
|
190,100 |
|
| Total |
|
1,897,248 |
|
|
1,173,527 |
|
(a) The balance is substantially composed of: credit operation installments to be transferred, payment orders to be settled, suppliers to be paid, liabilities from business combination and fees to be paid;
(b) Previously presented as “Provisions for salaries, vacations and other labor charges”;
(c) Refer to customer operations intended for carrying out business with fixed income securities, shares, commodities and financial assets, which will be settled within a maximum period of D+5;
(d) The balance consists of amounts received, not yet recognized in the income statement arising from the exclusive contract for insurance products signed between the subsidiary Inter Digital Corretora and Consultoria de Seguros Ltda. (“Inter Seguros”) and Liberty Seguros.
Table of Contents
|
|
|
|
|
|
| Inter & Co, Inc. |
Consolidated Financial Statements as of
December 31, 2023 and 2022
and for each of the years in the
three-year period ended December 31, 2023
|
a.Lease liabilities
The changes in lease liabilities as of December 31, 2023 and year ended December 31, 2022 are as follows:
|
|
|
|
|
|
| Balance at January 1, 2023 |
146,705 |
|
| New contracts |
3,460 |
|
| Payments |
(37,678) |
|
| Accrued interest |
7,908 |
|
| Ending balance at December 31, 2023 |
120,395 |
|
|
|
| Balance at January 1, 2022 |
137,085 |
|
| New contracts |
1,225 |
|
| Payments |
(38,882) |
|
| Accrued interest |
47,277 |
|
| Ending balance at December 31, 2022 |
146,705 |
|
Lease maturity
The maturity of the lease liabilities is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
12/31/2023 |
|
12/31/2022 |
| Up to 1 year |
6,016 |
|
|
2,890 |
|
| From 1 year to 5 years |
10,431 |
|
|
26,009 |
|
| Above 5 years |
103,948 |
|
|
117,806 |
|
| Total |
120,395 |
|
|
146,705 |
|
25.Equity
a.Share capital
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Data |
|
Class A |
|
Class B |
|
Total |
| 12/31/2023 |
|
285,153,435 |
|
117,037,105 |
|
402,190,540 |
| 12/31/2022 |
|
284,765,936 |
|
117,037,105 |
|
401,803,041 |
During 2023, we issued a total of 317,394 new Class A common shares to the beneficiaries of our incentive plans. We have also transferred the shares we held in treasury to the beneficiaries of our incentive plans. On December 31, 2023, we had a total of 285,153,435 Class A common shares and 117,037,105 issued as class B shares.
At December 31, 2023, Inter & Co, Inc.'s authorized share capital is US$50,000 divided into 20,000,000,000 shares with par value of US$0.0000025 each, of which (i) 10,000,000,000 class A shares, (ii) 5,000,000,000 class B shares and (iii) 5,000,000,000 shares with rights designated by the Company's Board of Directors. The share capital comprising shares issued refers to the authorized capital. The paid-up share capital of Inter & Co. Inc was R$13 at December 31, 2023 (December 31, 2022: R$13).
Without prejudice to any special rights conferred thereby on the holders of any other shares or class of shares established holders of Class A Shares and holders of Class B Shares shall:
(a) have the same rights, except regarding voting right. Holders of Class A Shares have the right to 1 (one) vote in any of the matters being decided in the general meetings, while holders of Class B Shares have the right to 10 (ten) votes in any of the matters being decided in the general meetings of Inter & Co.
(b) be entitled to such dividends as the Board may from time to time declare; Holders of Class A common shares and Class B common shares will be entitled to receive equal dividends proportional to their interest in the Company.
Table of Contents
|
|
|
|
|
|
| Inter & Co, Inc. |
Consolidated Financial Statements as of
December 31, 2023 and 2022
and for each of the years in the
three-year period ended December 31, 2023
|
(c) in the event of a winding-up or dissolution of the Company, whether voluntary or involuntary or for the purposes of a reorganization or otherwise or upon any distribution of capital, be entitled to the surplus assets of the Company, subject to the terms of any shareholders agreement to which all Members are a party; and
(d) generally be entitled to enjoy all of the rights attaching to Class A and Class B shares.
The special rights granted to holders of Class A and Class B shares in this consolidated financial information are the same as those applied in the consolidated financial statements of Inter & Co, Inc. for the year ended December 31, 2022.
b.Reserves
As of December 31, 2023, the reserves amounted to R$8,147,285. In the year ended December 31, 2022, Inter & Co, Inc. concluded the final stage of its corporate reorganization, as mentioned in Note 1. Accordingly, the reserve amount of R$7,817,670 refers to the transfer from non-controlling interest to equity of Inter & Co, Inc of the Banco Inter shareholders that exchanged their shares of Banco Inter for shares and/or BDRs to the equity of Inter & Co, Inc.
c.Other comprehensive income
As of December 31, 2023, Inter & Co, Inc’s accumulated other comprehensive income in equity amounted to R$(675,488), (December 31, 2022: R$(825,301)), which comprises the fair value of financial assets at FVOCI and exchange rate change adjustments of subsidiary abroad and taxes.
d.Dividends and interest on equity
As of December 31, 2023, and for the year ended December 31, 2022, Inter & Co, Inc. did not announce the payment of dividends to its shareholders. As of December 31, 2023, Inter Food paid interest on equity to non-controlling shareholders in the amount of R$23,600. In the same period, Banco Inter and Inter Holding Financeira S.A made payments of interest on equity in the amount of R$50,000 and R$25,781 to controlling shareholders.
In the year ended December 31, 2022, Banco Inter paid interest on equity to controlling shareholders in the amount of R$38,056. Inter Digital and Inter Food paid dividends to non-controlling shareholders in the amount of R$25,812 and R$12,030, respectively.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Dividend/ interest on equity declared by the company and subsidiaries |
|
2023 |
|
2022 |
|
2021 |
| Inter & Co |
|
— |
|
|
— |
|
|
9,307 |
|
| Banco Inter (a) |
|
50,000 |
|
|
38,056 |
|
|
10,373 |
|
| Inter Holding Fin (b) |
|
25,781 |
|
|
— |
|
|
— |
|
| Inter Food (c) |
|
23,600 |
|
|
12,030 |
|
|
— |
|
| Inter Digital (c) |
|
— |
|
|
25,812 |
|
|
— |
|
| Total |
|
99,381 |
|
|
75,898 |
|
|
19,680 |
|
(a) Amount paid to the controlling company Inter Holding;;
(b) Amount paid to the parent company Inter & Co, inc.;
(c) Amount paid to non-controllers.
e.Basic and diluted earnings (loss) per share
Basic and diluted earnings/(loss) per share is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2023 |
|
2022 |
|
2021 |
| Profit (loss) attributable to Owners of the company (In thousands of Reais) |
302,343 |
|
|
(11,090) |
|
|
(36,348) |
|
| Average number of shares outstanding |
401,773,841 |
|
|
401,159,541 |
|
|
2,540,716,879 |
|
| Basic earnings (loss) per share (R$) |
0.75 |
|
|
(0.03) |
|
|
(0.01) |
|
| Diluted earnings (loss) per share (R$) |
0.75 |
|
|
(0.03) |
|
|
(0.01) |
|
Table of Contents
|
|
|
|
|
|
| Inter & Co, Inc. |
Consolidated Financial Statements as of
December 31, 2023 and 2022
and for each of the years in the
three-year period ended December 31, 2023
|
Basic and diluted earnings (loss) per share are presented based on the aggregate of the two classes, A and B, and are calculated by dividing the profit (loss) attributable to the parent company by the weighted average number of shares of each class outstanding in the years.
On December 31, 2023, Inter&Co reported dilutive effects for the purpose of calculating diluted earnings per share. These effects were due to shares granted under share-based payment plans, with a weighted average quantity of 103,520.
f.Non-controlling interest
As of December 31, 2023, the balance of non-controlling interests is R$124,881 (December 31, 2022: R$96,722).
g.Reflex reserve
As of December 31, 2023, the reserve reflex is R$44,217 (December 31, 2022: R$(125,299)). The reflex reserve is mainly composed by equity-settled share-based payment from Banco Inter.
26.Interest income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2023 |
|
2022 |
|
2021 |
| Interest income |
|
|
|
|
|
|
| Credit card (a) |
|
1,246,489 |
|
|
717,467 |
|
|
245,100 |
|
| Personal loans (a) |
|
1,117,470 |
|
|
583,307 |
|
|
319,456 |
|
| Real estate loans (a) |
|
925,900 |
|
|
714,011 |
|
|
579,506 |
|
| Business loans (a) |
|
521,929 |
|
|
450,650 |
|
|
186,132 |
|
| Amounts due from financial institutions |
|
497,054 |
|
|
221,136 |
|
|
71,106 |
|
| Prepayment of receivables (a) |
|
242,443 |
|
|
101,704 |
|
|
12,541 |
|
| Others |
|
(1,458) |
|
|
14,383 |
|
|
21,587 |
|
| Total interest income |
|
4,549,827 |
|
|
2,802,658 |
|
|
1,435,428 |
|
|
|
|
|
|
|
|
| Interest expenses |
|
|
|
|
|
|
| Term deposits |
|
(1,631,470) |
|
|
(1,028,817) |
|
|
(274,241) |
|
| Funding in the open market (b) |
|
(1,016,636) |
|
|
(760,511) |
|
|
(231,247) |
|
| Financial institutions deposits |
|
(131,020) |
|
|
(35,469) |
|
|
(8,022) |
|
| Saving |
|
(91,926) |
|
|
(80,993) |
|
|
(25,640) |
|
| Others |
|
(16,521) |
|
|
(67,060) |
|
|
(4,092) |
|
| Total |
|
(2,887,573) |
|
|
(1,972,850) |
|
|
(543,242) |
|
(a) Previously presented in the line of “Loans and advances to customers”.
(b) Previously presented in the lines of “Securities issued” and “Securities acquired with agreements to resell”.
Table of Contents
|
|
|
|
|
|
| Inter & Co, Inc. |
Consolidated Financial Statements as of
December 31, 2023 and 2022
and for each of the years in the
three-year period ended December 31, 2023
|
27.Income from securities and derivatives
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2023 |
|
2022 |
|
2021 |
| Income from securities |
1,615,108 |
|
|
1,471,738 |
|
|
745,614 |
|
| Fair value through other comprehensive income |
1,284,794 |
|
|
1,100,971 |
|
|
660,585 |
|
| Fair value through profit or loss |
194,250 |
|
|
209,400 |
|
|
(58,754) |
|
| Amortized cost |
136,064 |
|
|
161,367 |
|
|
143,783 |
|
| Income from Derivatives (a) |
(69,273) |
|
|
33,883 |
|
|
(48,331) |
|
| Future dolar contracts |
33,250 |
|
|
34,984 |
|
|
2,839 |
|
| Forward contracts |
(2,445) |
|
|
4,475 |
|
|
8,987 |
|
| Futures contracts and swaps (b) |
(100,078) |
|
|
(5,576) |
|
|
(60,157) |
|
| Total |
1,545,835 |
|
|
1,505,621 |
|
|
697,283 |
|
(a) In 2023, management chose to change the form of disclosure of the explanatory note for the results of securities and derivatives for better presentation, with this, the “Results of securities” that were presented in explanatory note 10, came to be combined with the result of derivatives.
(b) For the year ended December 31, 2023, the fair value adjustment of the hedge object offset the effects of the result of derivatives subject to Hedge Accounting.
28.Net revenues from services and commissions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2023 |
|
2022 |
|
2021 |
| Interchange (a) |
|
820,630 |
|
|
617,552 |
|
|
369,340 |
|
| Commissions (b) |
|
536,580 |
|
|
523,889 |
|
|
314,586 |
|
| Income from bank fees |
|
89,507 |
|
|
62,544 |
|
|
7,052 |
|
| Asset management fees (c) |
|
64,472 |
|
|
30,925 |
|
|
50,992 |
|
| Securities placement, custody and brokerage |
|
26,300 |
|
|
36,508 |
|
|
42,182 |
|
| Other |
|
69,945 |
|
|
18,059 |
|
|
9,780 |
|
| Cashback expenses (d) |
|
(236,482) |
|
|
(321,438) |
|
|
(251,363) |
|
| Inter Loop (e) |
|
(66,571) |
|
|
— |
|
|
— |
|
| Revenues from services and commissions |
|
1,304,382 |
|
|
968,039 |
|
|
542,569 |
|
(a) Refers to card operations. Previously presented as "income from exchange"
(b) Previously presented in the lines “Revenue from services and commissions” and “Revenue from commissions and intermediation”.
(c) Previously presented as "'Third parties' funds administration”.
(d) Refer to amounts paid to customers as an incentive to purchase or use products. This balance is deducted directly from revenue from services and commissions; and.
(e) This is a loyalty and rewards program offered by Banco Inter. Through this program, bank customers accumulate points in their transactions and financial operations and can exchange them for benefits, discounts, products or services.
29.Other revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2023 |
|
2022 |
|
2021 |
| Performance fees (a) |
|
135,260 |
|
|
150,401 |
|
|
102,863 |
|
| Revenue foreign exchange |
|
88,708 |
|
|
99,780 |
|
|
24,667 |
|
| Capital gains |
|
41,785 |
|
|
66,363 |
|
|
29,330 |
|
| Revenue from sale of goods |
|
20,600 |
|
|
17,032 |
|
|
— |
|
| Others (b) |
|
89,335 |
|
|
54,886 |
|
|
33,222 |
|
| Total |
|
375,688 |
|
|
388,462 |
|
|
190,082 |
|
(a) Consists substantially of the result of the commercial agreement between Inter and Mastercard, B3 and Liberty, which offers performance bonuses as the established goals are met.
(b) Previously presented as “Other operating income”.
Table of Contents
|
|
|
|
|
|
| Inter & Co, Inc. |
Consolidated Financial Statements as of
December 31, 2023 and 2022
and for each of the years in the
three-year period ended December 31, 2023
|
30.Impairment losses on financial assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2023 |
|
2022 |
|
2021 |
| Impairment expense for loans and advances to customers |
|
(1,718,520) |
|
|
(1,140,756) |
|
|
(649,510) |
|
| Recovery of written-off credits |
|
167,471 |
|
|
53,825 |
|
|
73,719 |
|
| Others |
|
9,465 |
|
|
3,694 |
|
|
(19,790) |
|
| Total |
|
(1,541,584) |
|
|
(1,083,237) |
|
|
(595,581) |
|
31.Administrative expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2023 |
|
2022 |
|
2021 |
| Data processing and information technology |
|
(779,453) |
|
|
(696,092) |
|
|
(513,446) |
|
| Third party services |
|
(214,892) |
|
|
(142,160) |
|
|
(85,091) |
|
| Advertisement and marketing |
|
(93,512) |
|
|
(137,942) |
|
|
(145,279) |
|
| Rent, condominium fee and property maintenance |
|
(62,870) |
|
|
(60,513) |
|
|
(33,236) |
|
| Financial system services |
|
(54,280) |
|
|
(144,134) |
|
|
(94,743) |
|
| Provisions for contingencies |
|
(38,611) |
|
|
(25,931) |
|
|
(19,004) |
|
| Insurance expenses |
|
(25,620) |
|
|
(15,870) |
|
|
(3,801) |
|
| Portability expenses |
|
(8,274) |
|
|
(15,768) |
|
|
(25,498) |
|
| Others (a) |
|
(183,836) |
|
|
(256,074) |
|
|
(244,105) |
|
| Total |
|
(1,461,348) |
|
|
(1,494,484) |
|
|
(1,164,203) |
|
(a) Previously presented in the following lines: (i) Communications; (ii) Customer refund resources; (iii) Expenses with Serasa; (iv) Transport and travel expenses; (v) Notary and court expenses; (vi) Discounts granted; (vii) Other expenses.
32.Personnel expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2023 |
|
2022 |
|
2021 |
| Salaries (a) |
|
(415,817) |
|
|
(411,460) |
|
|
(272,513) |
|
| Benefits (b) |
|
(251,583) |
|
|
(201,093) |
|
|
(86,519) |
|
| Social security charges |
|
(115,263) |
|
|
(119,746) |
|
|
(80,908) |
|
| Others |
|
(8,076) |
|
|
(1,306) |
|
|
(3,388) |
|
| Total |
|
(790,739) |
|
|
(733,605) |
|
|
(443,328) |
|
(a) Previously presented in the line of: (i) Salaries; (ii) Vacation expenses and 13th salary; and (iii) Remuneration of the executive board and the Board of Directors;
(b) Previously presented in the line of: (i) Benefits and (ii) Profit sharing.
33.Tax expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2023 |
|
2022 |
|
2021 |
| PIS/COFINS |
|
(259,357) |
|
|
(198,414) |
|
|
(118,205) |
|
| ISSQN |
|
(17,043) |
|
|
(40,182) |
|
|
(25,243) |
|
| INSS |
|
(13,110) |
|
|
(5,604) |
|
|
(2,910) |
|
| Others |
|
(37,074) |
|
|
(4,388) |
|
|
(399) |
|
| Total |
|
(326,584) |
|
|
(248,588) |
|
|
(146,757) |
|
Table of Contents
|
|
|
|
|
|
| Inter & Co, Inc. |
Consolidated Financial Statements as of
December 31, 2023 and 2022
and for each of the years in the
three-year period ended December 31, 2023
|
34.Current and deferred income tax and social contribution
a.Amounts recognized in profit or loss for the period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2023 |
|
2022 |
|
2021 |
| Current income tax and social contribution expenses |
|
|
|
|
|
|
| Current year |
|
(280,845) |
|
|
(106,625) |
|
|
(52,441) |
|
| Deferred income tax and social contribution benefits (expenses) |
|
|
|
|
|
|
| Provision for impairment losses on loans and advances |
|
223,051 |
|
|
111,967 |
|
|
186,178 |
|
| Provision for contingencies |
|
5,074 |
|
|
2,944 |
|
|
929 |
|
| Adjustment of financial assets to fair value |
|
(36,249) |
|
|
(7,478) |
|
|
35,256 |
|
| Other temporary differences |
|
33,949 |
|
|
54,245 |
|
|
(30,708) |
|
| Tax losses carried forward |
|
(32,561) |
|
|
109,441 |
|
|
36,779 |
|
| Total deferred income tax and social contribution |
|
193,264 |
|
|
271,119 |
|
|
228,434 |
|
| Total income tax |
|
(87,581) |
|
|
164,494 |
|
|
175,993 |
|
b.Reconciliation of effective rate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2022 |
|
2021 |
|
2020 |
| Profit before tax |
|
|
|
439,841 |
|
|
|
|
(178,573) |
|
|
|
|
(231,061) |
|
| Tax average (a) |
|
45 |
% |
|
(197,928) |
|
|
45 |
% |
|
80,358 |
|
|
45 |
% |
|
103,977 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Tax effect of |
|
|
|
|
|
|
|
|
|
|
|
|
| Interest on capital distribution |
|
|
|
22,501 |
|
|
|
|
17,126 |
|
|
|
|
18,671 |
|
| Non-taxable income (non-deductible expenses) net |
|
|
|
53,397 |
|
|
|
|
(8,016) |
|
|
|
|
(27,744) |
|
| Subsidiaries not subject to real profit taxation |
|
|
|
10,176 |
|
|
|
|
65,110 |
|
|
|
|
81,957 |
|
| Others |
|
|
|
24,273 |
|
|
|
|
9,916 |
|
|
|
|
(868) |
|
| Total income tax |
|
|
|
(87,581) |
|
|
|
|
164,494 |
|
|
|
|
175,993 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Effective tax rate |
|
|
|
(20) |
% |
|
|
|
92 |
% |
|
|
|
76 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total deferred income tax and social contribution |
|
|
|
193,264 |
|
|
|
|
271,119 |
|
|
|
|
228,434 |
|
| Total income tax and social contribution expenses |
|
|
|
(280,845) |
|
|
|
|
(106,625) |
|
|
|
|
(52,441) |
|
(a)The result from Banco Inter represents the greatest impact on the total amount of taxes, so we present the tax rate of 45%, which is the nominal rate currently in force for banks under Brazilian legislation.
Table of Contents
|
|
|
|
|
|
| Inter & Co, Inc. |
Consolidated Financial Statements as of
December 31, 2023 and 2022
and for each of the years in the
three-year period ended December 31, 2023
|
c.Changes in the balances of deferred taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/31/2022 |
|
Constitution |
|
Realization |
|
12/31/2023 |
| Deferred tax assets |
|
|
|
|
|
|
|
|
| Provision for impairment losses on loans and advances |
|
407,766 |
|
|
784,080 |
|
|
(561,029) |
|
|
630,817 |
|
| Adjustment of financial assets to fair value |
|
312,159 |
|
|
325,587 |
|
|
(500,017) |
|
|
137,729 |
|
| Tax losses carried forward |
|
202,184 |
|
|
45,463 |
|
|
(82,816) |
|
|
164,831 |
|
| Other temporary differences |
|
33,668 |
|
|
99,406 |
|
|
(50,636) |
|
|
82,438 |
|
| Provision for contingencies |
|
12,664 |
|
|
15,814 |
|
|
(10,758) |
|
|
17,720 |
|
| Expected loss on financial instruments |
|
9,707 |
|
|
— |
|
|
(9,707) |
|
|
— |
|
| Subtotal |
|
978,148 |
|
|
1,270,350 |
|
|
(1,214,963) |
|
|
1,033,535 |
|
|
|
|
|
|
|
|
|
|
| Deferred tax liabilities |
|
|
|
|
|
|
|
|
| Capital gains from assets in the business combination |
|
(30,073) |
|
|
(2,608) |
|
|
4,779 |
|
|
(27,902) |
|
| Hedge Accounting |
|
— |
|
|
(10,233) |
|
|
5,596 |
|
|
(4,637) |
|
| Subtotal |
|
(30,073) |
|
|
(12,841) |
|
|
10,375 |
|
|
(32,539) |
|
|
|
|
|
|
|
|
|
|
| Total net deferred tax assets (liabilities) (a) |
|
948,075 |
|
|
1,257,509 |
|
|
(1,204,588) |
|
|
1,000,996 |
|
(a) The recognition of these deferred tax assets are based on the expectation of generating future taxable income and supported by technical studies and income projections.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/31/2021 |
|
Constitution |
|
Realization |
|
12/31/2022 |
| Deferred tax assets |
|
|
|
|
|
|
|
|
| Provision for impairment losses on loans and advances |
|
295,799 |
|
|
548,506 |
|
|
(436,539) |
|
|
407,766 |
|
| Provision for contingencies |
|
9,720 |
|
|
21,867 |
|
|
(18,923) |
|
|
12,664 |
|
| Adjustment of financial assets to fair value |
|
216,068 |
|
|
232,226 |
|
|
(136,135) |
|
|
312,159 |
|
| Other temporary differences |
|
62,939 |
|
|
87,199 |
|
|
(116,470) |
|
|
33,668 |
|
| Tax losses carried forward |
|
95,573 |
|
|
109,219 |
|
|
(2,608) |
|
|
202,184 |
|
| Provision for loss of non-current assets held for sale |
|
8,990 |
|
|
— |
|
|
(8,990) |
|
|
— |
|
| Provision for expected loss on financial instruments |
|
6,436 |
|
|
7,806 |
|
|
(4,535) |
|
|
9,707 |
|
| Subtotal |
|
695,525 |
|
|
1,006,823 |
|
|
(724,200) |
|
|
978,148 |
|
|
|
|
|
|
|
|
|
|
| Deferred tax liabilities |
|
|
|
|
|
|
|
|
| Commission deferral |
|
(3,869) |
|
|
— |
|
|
3,869 |
|
|
— |
|
| Temporary differences |
|
(21,820) |
|
|
— |
|
|
21,820 |
|
|
— |
|
| Others |
|
(63,546) |
|
|
(32,681) |
|
|
66,154 |
|
|
(30,073) |
|
| Subtotal |
|
(89,235) |
|
|
(32,681) |
|
|
91,843 |
|
|
(30,073) |
|
|
|
|
|
|
|
|
|
|
| Total net deferred tax assets (liabilities) (a) |
|
606,290 |
|
|
974,142 |
|
|
(632,357) |
|
|
948,075 |
|
(a) The recognition of these deferred tax assets are based on the expectation of generating future taxable income and supported by technical studies and income projections.
Table of Contents
|
|
|
|
|
|
| Inter & Co, Inc. |
Consolidated Financial Statements as of
December 31, 2023 and 2022
and for each of the years in the
three-year period ended December 31, 2023
|
35.Share-based payment
a.Share-based compensation agreements
a.1) Stock option plan - Banco Inter S.A.
Between February 2018 and January 2022, Banco Inter S.A. established stock option programs through which Inter managers and executives were granted options for the acquisition of Banco Inter S.A. Shares.
The Extraordinary General Meeting of Inter&Co, Inc. held on January 4, 2023 approved the migration of share-based payment plans, with the assumption by Inter&Co of the obligations of Banco Inter S.A. arising from the active plans and the respective programs. As a result of the corporate reorganization, the number of options held by each beneficiary was proportionally changed. Thus, for every 6 options to purchase common shares or preferred shares of Banco Inter S.A. the beneficiaries will have 1 option to purchase a Class A share of Inter&Co. In addition, the repricing of the exercise price of the options granted in 2022, which had not yet been granted, was approved. On the occasion of the repricing, the fair value of the options granted and not exercised was recalculated, and an additional amount of R$15,990 of incremental expense was calculated, to be appropriated until the final vesting period.
The main characteristics of the plans are described below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Grant Date |
|
Final strike date |
|
Options (shares INTR) |
|
Vesting |
|
Average strike price |
|
Participants |
| 09/30/2016 |
|
12/21/2023 |
|
1,764,000 |
|
Up to 5 years |
|
R$1.56 |
|
Officers, managers and key employees |
| 02/15/2018 |
|
02/15/2025 |
|
5,452,464 |
|
Up to 5 years |
|
R$1.80 |
|
Officers, managers and key employees |
| 07/09/2020 |
|
07/09/2027 |
|
3,182,250 |
|
Up to 5 years |
|
R$21.50 |
|
Officers, managers and key employees |
| 01/31/2022 |
|
12/31/2028 |
|
3,250,000 |
|
Up to 5 years |
|
R$15.50 |
|
Officers, managers and key employees |
Changes in the options of each plan for the period ended December 31, 2023 and supplementary information are shown below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Grant Date |
|
12/31/2022 |
|
Granted |
|
Expired/Cancelled |
|
Exercised |
|
12/31/2023 |
| 2018 |
|
135,599 |
|
|
— |
|
|
— |
|
|
19,800 |
|
|
115,799 |
|
| 2020 |
|
2,829,225 |
|
|
— |
|
|
309,412 |
|
|
675 |
|
|
2,519,138 |
|
| 2022 |
|
2,838,500 |
|
|
50,000 |
|
|
69,000 |
|
|
3,750 |
|
|
2,815,750 |
|
| Total |
|
5,803,324 |
|
|
50,000 |
|
|
378,412 |
|
|
24,225 |
|
|
5,450,687 |
|
|
|
|
|
|
|
|
|
|
|
|
| Weighted average price of the shares |
|
R$18.15 |
|
R$15.50 |
|
R$20.41 |
|
R$4.47 |
|
R$17.98 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Grant Date |
|
12/31/2021 |
|
Granted |
|
Expired/Cancelled |
|
Exercised |
|
12/31/2022 |
| 2016 (a) |
|
676,800 |
|
|
— |
|
|
— |
|
|
676,800 |
|
|
— |
|
| 2018 |
|
2,458,065 |
|
|
— |
|
|
10,800 |
|
|
2,311,666 |
|
|
135,599 |
|
| 2020 |
|
2,965,350 |
|
|
— |
|
|
48,600 |
|
|
87,525 |
|
|
2,829,225 |
|
| 2022 |
|
— |
|
|
2,903,500 |
|
|
65,000 |
|
|
— |
|
|
2,838,500 |
|
| Total |
|
6,100,215 |
|
|
2,903,500 |
|
|
124,400 |
|
|
3,075,991 |
|
|
5,803,324 |
|
|
|
|
|
|
|
|
|
|
|
|
| Weighted average price of the shares |
|
R$14.34 |
|
R$15.50 |
|
R$16.69 |
|
R$2.31 |
|
R$18.15 |
(a) All options were exercised prior to June 23, 2022 when Inter & Co became, indirectly, through Inter Holding Financeira S.A. (“HoldFin”), the owner of all shares of Banco Inter.
Table of Contents
|
|
|
|
|
|
| Inter & Co, Inc. |
Consolidated Financial Statements as of
December 31, 2023 and 2022
and for each of the years in the
three-year period ended December 31, 2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Grant Date |
|
12/31/2020 |
|
Granted |
|
Expired/Cancelled |
|
Exercised |
|
12/31/2021 |
| 2016 |
|
1,188,000 |
|
|
108,000 |
|
|
|
|
619,200 |
|
|
676,800 |
|
| 2018 |
|
3,275,285 |
|
|
— |
|
|
355,200 |
|
|
462,120 |
|
|
2,458,065 |
|
| 2020 |
|
2,496,450 |
|
|
685,800 |
|
|
22,500 |
|
|
194,400 |
|
|
2,965,350 |
|
| Total |
|
6,959,735 |
|
|
793,800 |
|
|
377,700 |
|
|
1,275,720 |
|
|
6,100,215 |
|
|
|
|
|
|
|
|
|
|
|
|
| Weighted Average period of the Shares |
|
R$8.76 |
|
R$24.36 |
|
R$3.00 |
|
R$5.46 |
|
R$14.34 |
The fair values of the period of 2018 and 2020 plans were estimated based on the Black & Scholes option valuation model considering the terms and conditions under which the options were granted, and the respective compensation expense is recognized during the vesting period.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2018 |
|
2020 |
| Strike price |
|
1.80 |
|
|
21.50 |
|
| Risk-free rate |
|
9.97 |
% |
|
9.98 |
% |
| Duration of the strike (years) |
|
7 |
|
7 |
| Expected annualized volatility |
|
64.28 |
% |
|
64.28 |
% |
| Fair value of the option at the grant/share date: |
|
0.05 |
|
|
0.05 |
|
For the 2022 program, the fair value was estimated based on the Binomial model:
|
|
|
|
|
|
|
|
|
|
|
2022 |
| Strike price |
|
15.50 |
|
| Risk-free rate |
|
11.45 |
% |
| Duration of the strike (years) |
|
7 |
| Expected annualized volatility |
|
38.81 |
% |
| Weighted fair value of the option at the grant/share date: |
|
4.08 |
|
In the period ended December 31, 2023, costs amounting to R$32,692 (December 31, 2022: R$47.557) were recognized in employee benefit expenses.
Table of Contents
|
|
|
|
|
|
| Inter & Co, Inc. |
Consolidated Financial Statements as of
December 31, 2023 and 2022
and for each of the years in the
three-year period ended December 31, 2023
|
a.2) Share-based payment related to Inter & Co Payments, Inc., acquisition
In the context of the acquisition of Inter&Co Payments by Inter, it was established that part of the payment to key executives of the acquired entity would be made by migrating the share-based payment plan of Inter & Co Payments, Inc., with stock options for class A shares and restricted class A shares of Inter & Co, in addition to the granting of shares issued by the Company. Considering the characteristics of the contract signed between the parties, the expense associated with the options granted are treated as a compensation expense which will be expensed over the term of the vested options and based on continued employment of such key executives.
Inter has the right to repurchase the restricted shares if these key executives cease to provide services to the Company within the term of the acquisition contract. Nevertheless, all shares will remain subject to other transfer restrictions established in the contract and in the applicable legislation.
The main characteristics of these stock-based payments are described below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Grant Date |
|
Options |
|
Vesting |
|
Average strike price (a) |
|
Participants |
|
Final exercise date |
| 2022 |
|
489,386 |
|
Up to 3 years |
|
R$5.31 per Class A |
|
Key Executives |
|
12/30/2024 |
(a) Number of options and strike price from Inter & Co Payments, Inc.’s equity incentive plan has been agreed by the Parties at the time of the acquisition. The number of options and strike price, after the Company’s reorganization and listingas on Nasdaq have been recalculated in accordance with the rate between Inter’s shares and the Company’s Class A Shares. According to the contract signed between the parties, the corresponding amount is USD 1.92. The values presented in reais were converted using the dollar FX rate as of December 31, 2023.
Stock options exercised:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Grant Date |
|
Shares |
|
Participants |
|
Final exercise date |
| 2022 |
|
643,500 |
|
Key Executives |
|
12/30/2024 |
Changes in Inter & Co Payments, Inc.’s granted instruments for December 31, 2023 and supplementary information are shown below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Grant Date |
|
12/31/2022 |
|
Granted Options |
|
Expired/Cancelled |
|
Exercised |
|
12/31/2023 |
| 2022 |
|
489,286 |
|
|
— |
|
|
— |
|
|
— |
|
|
489,286 |
|
| Total |
|
489,286 |
|
|
— |
|
|
— |
|
|
— |
|
|
489,286 |
|
| Weighted average price of the shares |
|
R$ |
9.30 |
|
|
R$ |
— |
|
|
R$ |
— |
|
|
R$ |
— |
|
|
R$ |
9.30 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Grant Date |
|
12/31/2021 |
|
Granted Options |
|
Expired/Cancelled |
|
Exercised |
|
12/31/2022 |
| 2022 |
|
— |
|
489,286 |
|
|
— |
|
|
— |
|
489,286 |
|
| Total |
|
— |
|
489,286 |
|
|
— |
|
|
— |
|
489,286 |
|
|
|
|
|
|
|
|
|
|
|
|
| Weighted average price of the shares |
|
R$ |
— |
|
|
R$ |
9.30 |
|
|
R$ |
— |
|
|
R$ |
— |
|
|
R$ |
9.30 |
|
Table of Contents
|
|
|
|
|
|
| Inter & Co, Inc. |
Consolidated Financial Statements as of
December 31, 2023 and 2022
and for each of the years in the
three-year period ended December 31, 2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Grant Date |
|
12/31/2022 |
|
Granted Shares |
|
Expired/Cancelled |
|
Put option exercise |
|
12/31/2023 |
| 2022 |
|
643,500 |
|
|
— |
|
|
— |
|
|
160,875 |
|
|
482,625 |
|
| Total |
|
643,500 |
|
|
— |
|
|
— |
|
|
160,875 |
|
|
482,625 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Grant Date |
|
12/31/2021 |
|
Granted Shares |
|
Expired/Cancelled |
|
Put option exercise |
|
12/31/2022 |
| 2022 |
|
— |
|
643,500 |
|
|
— |
|
|
0 |
|
643,500 |
|
| Total |
|
— |
|
643,500 |
|
|
— |
|
|
0 |
|
643,500 |
|
(a) The cost of the premium is equivalent to the value of the INTR on the exercise date, as contractually defined between the parties.
In the period ended December 31, 2023, the amount of R$33,616 (December 31, 2022: R$47,362) was recognized as employee benefit expenses in the income statement of the Company.
a.3) Restricted shares agreement (RSU) - Inter.
The Extraordinary General Meeting of Inter&Co, Inc. held on January 4, 2023 approved the creation of the Omnibus Incentive Plan, which aims to promote the interests of the Company and its shareholders, strengthening the Company's ability to attract, retain and motivate employees who are expected to make contributions to the Company and to provide these people with incentives to align their interests with those of the Company’s shareholders.
The Omnibus Incentive Plan is managed by the Board of Directors of Inter&Co, Inc., which has the authority to approve program grants to the Company's employees.
On June 1, 2023, the Company granted 2,140,500 restricted share units (RSUs) under the Omnibus Incentive Plan with a vesting schedule of 25% on December 1 of 2023, 2024, 2025, and 2026. Additionally, on November 1, 2023, the Company granted 15,000 restricted share units (RSUs) under the Omnibus Incentive Plan with a vesting schedule of 25% on October 23 of 2024, 2025, 2026 and 2027, to various executives and employees of the Company and/or its direct or indirect subsidiaries. 553,875 RSUs already vested on December 1. See table below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Date of grant |
|
Exercise rate per vesting |
|
Fair value of share (in R$) |
|
Remaining term of the vesting period (in years) |
|
Vesting period (years) |
|
Total granted |
|
Total not vested yet |
| 06/01/23 |
|
25% |
|
R$14.15 |
|
3.5 |
|
4.0 |
|
2,140,500 |
|
|
1,586,625 |
|
| 11/01/23 |
|
25% |
|
R$22.99 |
|
4.0 |
|
4.0 |
|
15,000 |
|
|
15,000 |
|
| Total |
|
|
|
|
|
|
|
|
|
2,155,500 |
|
|
1,601,625 |
|
In the period ended December 31, 2023, the amount of R$12,198 was recognized as employee benefit expenses in the statement of income.
Table of Contents
|
|
|
|
|
|
| Inter & Co, Inc. |
Consolidated Financial Statements as of
December 31, 2023 and 2022
and for each of the years in the
three-year period ended December 31, 2023
|
36.Transactions with related parties
Transactions with related parties are defined and controlled in accordance with the Related-Party Policy approved by Inter’s Board of Directors. The policy defines and ensures transactions involving Inter and its shareholders or direct or indirect related parties. Transactions related to subsidiaries are eliminated in the consolidation process, not affecting the consolidated financial statements. Related-party transactions were undertaken as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent Company (a) |
|
Associates (b) |
|
Key management personnel (c) |
|
Other related parties (d) |
|
Total |
|
12/31/2023 |
|
12/31/2022 |
|
12/31/2023 |
|
12/31/2022 |
|
12/31/2023 |
|
12/31/2022 |
|
12/31/2023 |
|
12/31/2022 |
|
12/31/2023 |
|
12/31/2022 |
| Assets |
3,839 |
|
|
4,397 |
|
|
1,470,694 |
|
|
572,115 |
|
|
16,403 |
|
|
16,063 |
|
|
620,131 |
|
|
1,860,959 |
|
|
2,111,067 |
|
|
2,453,534 |
|
| Loans and advances to customers |
3,839 |
|
|
4,397 |
|
|
— |
|
|
4 |
|
|
16,403 |
|
|
16,063 |
|
|
620,131 |
|
|
632,408 |
|
|
640,373 |
|
|
652,872 |
|
| Amounts due from financial institutions |
— |
|
|
— |
|
|
1,470,694 |
|
|
572,111 |
|
|
— |
|
|
— |
|
|
— |
|
|
1,228,551 |
|
|
1,470,694 |
|
|
1,800,662 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Liabilities |
(5,261) |
|
|
(24,736) |
|
|
(9) |
|
|
(7) |
|
|
(22,391) |
|
|
(15,031) |
|
|
(250,608) |
|
|
(154,170) |
|
|
(278,269) |
|
|
(162,350) |
|
| Liabilities with customers - Demand deposits |
— |
|
|
(1,350) |
|
|
— |
|
|
(7) |
|
|
(406) |
|
|
(981) |
|
|
(47,091) |
|
|
(40,150) |
|
|
(47,497) |
|
|
(12,662) |
|
| Liabilities with customers - Term deposits |
(5,261) |
|
|
(23,386) |
|
|
(9) |
|
|
— |
|
|
(21,985) |
|
|
(14,050) |
|
|
(203,517) |
|
|
(114,020) |
|
|
(230,772) |
|
|
(149,688) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent Company (a) |
|
Associates (b) |
|
Key management personnel (c) |
|
Other related parties (d) |
|
Total |
|
2023 |
|
2022 |
|
2021 |
|
2023 |
|
2022 |
|
2021 |
|
2023 |
|
2022 |
|
2021 |
|
2023 |
|
2022 |
|
2021 |
|
2023 |
|
2022 |
|
2021 |
| Profit/ (loss) |
(1,844) |
|
|
(444) |
|
|
(14) |
|
|
3,436 |
|
|
(145) |
|
|
(26) |
|
|
(932) |
|
|
2,065 |
|
|
(215) |
|
|
(2,247) |
|
|
60,155 |
|
|
223 |
|
|
(1,587) |
|
|
61,631 |
|
|
(32) |
|
| Interest income |
— |
|
|
— |
|
|
— |
|
|
3,436 |
|
|
— |
|
|
— |
|
|
1,373 |
|
|
1,416 |
|
|
— |
|
|
10,893 |
|
|
61,801 |
|
|
— |
|
|
15,702 |
|
|
63,217 |
|
|
— |
|
| Interest expenses |
(1,843) |
|
|
(408) |
|
|
(14) |
|
|
— |
|
|
(145) |
|
|
(26) |
|
|
(2,282) |
|
|
(298) |
|
|
(215) |
|
|
(11,237) |
|
|
(9,246) |
|
|
(514) |
|
|
(15,362) |
|
|
(10,097) |
|
|
(769) |
|
| Other administrative expenses |
(1) |
|
|
(36) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(23) |
|
|
947 |
|
|
— |
|
|
(1,903) |
|
|
7,600 |
|
|
737 |
|
|
(1,927) |
|
|
8,511 |
|
|
737 |
|
(a) Inter & Co is directly controlled by Costellis International Limited, SBLA Holdings and Hottaire;
(b) Entities with significant influence by Inter & Co;
(c) Directors and members of the Board of Directors and Supervisory Board of Inter & Co; and
(d) Any immediate family members of key management personnel or companies controlled by them, including: companies which are controlled by immediate family members of the controlling shareholder of Inter & Co; companies over which the controlling shareholder or his/hers immediate family members have significant influence; other investors that have significant influence over Inter & Co and their close family members.
Remuneration of key management personnel
The global compensation of management personnel for 2023, approved in the Group’s Ordinary General Meeting, was R$ 99,791 (In 2022: R$29,023)
Table of Contents
|
|
|
|
|
|
| Inter & Co, Inc. |
Consolidated Financial Statements as of
December 31, 2023 and 2022
and for each of the years in the
three-year period ended December 31, 2023
|
37.Subsequent events
Public offering of shares
On January 16, 2024, Inter&Co announced the start of a public offering of 32,000,000 (thirty-two million) class A common shares. The offering was priced on January 18, 2024 at R$ 21.74 (US$ 4.40) per share, and the settlement of the offering took place on January 22, 2024, resulting in a gross capital raising of R$ 619,520,000 (US$ 140,800,000).
In addition, the Company granted to the offering coordinators the option to purchase up to 4,800,000 additional Class A common shares for up to 30 days from the date of the offering.
Public action in the USA
On January 2, 2024, Plaintiff Eddie Verri filed a putative class action in the United States District Court against Inter&Co Payments, Inc. alleging violations of the Telephone Consumer Protection Act (the “TCPA”). Mr. Verri is seeking statutory damages on behalf of himself and all the members of the putative class that he seeks to represent. The allegations stem from text messages allegedly sent without consent to the plaintiff and other customers whose cell phone numbers were allegedly registered in the National Do Not Call Registry. The total amount at issue has not been specified in the complaint. The statutory damages for each text message determined to have been sent in violation of the TCPA is up to $500 (for a negligent violation) and up to $1,500 (for a knowing or willful violations). We have filed a response asserting our defenses to the claim. We intend to continue to vigorously defend the case.
Put Options Inter&Co Payments
We paid part of the purchase price of the Inter&Co Payments, Inc acquisition using our Class A common shares and granted the former Inter&Co Payments, Inc shareholders put options to sell such Class A common shares back to us subject to the terms and conditions set forth in the Inter&Co Payments, Inc acquisition documents. In January 2024, the former Inter&Co Payments, Inc shareholders exercised another part of their put options and, in connection with such exercise, we acquired 160,875 Class A Common Shares for an average price of of US$20.51 per share (equivalent to R$101.28 per share based on the selling exchange rate of R$4.9381 in effect as of December 31, 2023 as published by the Central Bank).
Payment of Dividends
In April 2024, Inter&Co declared and paid dividends of a cash dividend of US$0.03 per common share.
EX-1.1
2
exhibit11.htm
EX-1.1
Document
Registrar of Companies
Government Administration Building
133 Elgin Avenue
George Town
Grand Cayman
Inter & Co, Inc. (ROC #370755) (the "Company")
TAKE NOTICE that by written resolution of the shareholders of the Company dated 7 June 2022, the following special resolution was passed:
It is resolved, by special resolution, that the Memorandum and Articles of Association of the Company currently in effect be amended and restated by their deletion in their entirety and the substitution in their place of the Amended and Restated Memorandum and Articles of Association annexed hereto (the "New Memorandum and Articles").
We, being the holders of all of the issued shares in the capital of the Company, hereby consent, by way of unanimous written consent, to the matters that are the subject of the above special resolution and to any variation of the rights attached to the shares of each class of shares in the capital of the Company issued to and held by each of us to be effected by, in connection with or resulting from, (i) the passing of such special resolution; and (ii) the adoption of the New Memorandum and Articles, and we hereby waive any rights we may otherwise have in relation thereto.
Stephanie-Ann Whittaker
Corporate Administrator
for and on behalf of
Maples Corporate Services Limited
Dated this 9th day of June 2022
|
|
|
|
|
|
|
|
|
|
|
|
| www.verify.gov.ky File#: 370755 |
Filed: 09-Jun-2022 11:04 EST
Auth Code: D19566665901
|
THE COMPANIES ACT (AS REVISED)
EXEMPTED COMPANY LIMITED BY SHARES
AMENDED AND RESTATED
MEMORANDUM AND ARTICLES OF ASSOCIATION
OF
INTER & CO, INC.
(adopted by Special Resolution passed on 7 June 2022)
THE COMPANIES ACT (AS REVISED)
EXEMPTED COMPANY LIMITED BY SHARES
AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION
OF
INTER & CO, INC.
(adopted by Special Resolution passed on 7 June 2022)
1The name of the Company is Inter & Co, Inc.
2The registered office of the Company shall be at the offices of of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands, or at such other place within the Cayman Islands as the Directors may decide.
3Subject to the following provisions of this Memorandum, the objects for which the Company is established are (i) the business of holding equity participations in other entities and any matters ancillary or incidental thereto; and (ii) any matters necessary for, or ancillary or incidental to, the administration of the Company from time to time.
4Subject to the following provisions of this Memorandum, the Company shall have and be capable of exercising all the functions of a natural person of full capacity irrespective of any question of corporate benefit, as provided by Section 27(2) of the Companies Act.
5Nothing in this Memorandum shall permit the Company to carry on a business for which a licence is required under the laws of the Cayman Islands unless duly licensed.
6The Company shall not trade in the Cayman Islands with any person, firm or corporation except in furtherance of the business of the Company carried on outside the Cayman Islands; provided that nothing in this clause shall be construed as to prevent the Company effecting and concluding contracts in the Cayman Islands, and exercising in the Cayman Islands all of its powers necessary for the carrying on of its business outside the Cayman Islands.
7The liability of each Member is limited to the amount from time to time unpaid on such Member's shares.
8The share capital of the Company is US$50,000 divided into 20,000,000,000 shares of a nominal or par value of US$0.0000025 each which, at the date on which this Memorandum becomes effective, comprise (i) 10,000,000,000 Class A Common Shares; (ii) 5,000,000,000 Class B Common Shares (which Class B Common Shares may be converted into Class A Common Shares in the manner contemplated in the Articles of Association of the Company); and (iii) 5,000,000,000 shares of such class or classes (howsoever designated) and having the rights as the Board may determine from time to time in accordance with Article 4 of the Articles of Association of the Company, PROVIDED THAT, subject to the Act and the Articles of Association, the Company shall have the power to issue all or any part of its capital, whether original, redeemed, increased or reduced, with or without any preference, priority, special privilege or other rights or subject to any postponement of rights or to any condition or restriction whatsoever and so that, unless the conditions of issue shall otherwise expressly provide, every issue of shares, whether stated to be common, preference or otherwise shall be subject to the powers on the part of the Company hereinbefore provided.
9The Company may exercise the power contained in the Act to deregister in the Cayman Islands and be registered by way of continuation in another jurisdiction.
10Capitalised terms that are not defined in this Memorandum of Association bear the meaning given in the Articles of Association of the Company.
THE COMPANIES ACT (AS REVISED)
EXEMPTED COMPANY LIMITED BY SHARES
AMENDED AND RESTATED ARTICLES OF ASSOCIATION
OF
INTER & CO, INC.
(adopted by Special Resolution passed on 7 June 2022)
1Preliminary
1.1The regulations contained in Table A in the First Schedule of the Act shall not apply to the Company and the following regulations shall be the Articles of Association of the Company.
1.2In these Articles:
(a)the following terms shall have the meanings set opposite if not inconsistent with the subject or context:
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"Act" |
means the Companies Act (As Revised) of the Cayman Islands; |
"Allotment" |
shares are taken to be allotted when a person acquires the unconditional right to be included in the Register of Members in respect of those shares; |
"Affiliate" |
in respect of a Person, means any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person, and (i) in the case of a natural person, shall include, without limitation, such person’s spouse, parents, children, siblings, mother-in-law and father-in-law and brothers and sisters-in- law, whether by blood, marriage or adoption or anyone residing in such person’s home, a trust for the benefit of any of the foregoing, a company, partnership or any natural person or entity wholly or jointly owned by any of the foregoing, and (ii) in the case of an entity, shall include a partnership, a corporation or any natural person or entity which directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such entity; |
"Articles" |
these articles of association of the Company as from time to time amended by Special Resolution; |
| "Audit Committee" |
the audit committee of the Company formed by the Board pursuant to Article 23.3(a) hereof, or any successor of the audit committee; |
| "Board or Board of Directors" |
the board of directors of the Company; |
| "Business Combination" |
a statutory amalgamation, merger, consolidation, arrangement or other reorganization requiring the approval of the members of one or more of the participating companies as well as a short-form merger or consolidation that does not require a resolution of members; |
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| “Board Compensation Budget" |
the proposed annual budget for the aggregate compensation payable to the Directors and Officers; |
"Chairman" |
the chairman of the Board of Directors appointed in accordance with Article 20.2; |
"Class A Common Shares" |
class A common shares in the capital of the Company having the rights provided for in these Articles; |
"Class B Common Shares" |
class B common shares in the capital of the Company having the rights provided for in these Articles; |
"Clear days" |
in relation to a period of notice means that period excluding both the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect; |
"Clearing House" |
a clearing house recognized by the laws of the jurisdiction in which shares in the capital of the Company (or depository receipts thereof) are listed or quoted on a stock exchange or interdealer quotation system in such jurisdiction; |
"Common Shares" |
Class A Common Shares, Class B Common Shares and shares of such other classes as may from time to time be designated by the Board pursuant to these Articles as being common shares for the purposes of Article 5.2;
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"Company" |
the above named company; |
"Company’s Website" |
the website of the Company and/or its web-address or domain name; |
"Compensation Committee" |
the compensation committee of the Company formed by the Board pursuant to Article 23.3(a) hereof, or any successor of the compensation committee; |
"Control" |
the ownership, directly or indirectly, of shares possessing more than fifty per cent (50%) of the voting power of the corporation, partnership or other entity (other than, in the case of a corporation, shares having such power only by reason of the happening of a contingency), or having the power to control the management or elect a majority of members to the board of directors or equivalent decision-making body of such corporation, partnership or other entity; |
"Controlling Member" |
means a Member or group of Members holding the Voting Control of the Company; |
| "Costellis" |
means Costellis International Limited and any of its Affiliates; |
"Designated Stock Exchange" |
the Nasdaq Global Market and any other stock exchange or interdealer quotation system listed in Schedule 4 of the Act on which shares in the capital of the Company are listed or quoted; |
"Directors" |
the Directors for the time being of the Company or, as the case may be, those Directors assembled as a Board or as a committee of the Board; |
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| "Dividend" |
includes a distribution or interim dividend or interim distribution; |
| "Electronic" |
has the same meaning as in the Electronic Transactions Act (As Revised); |
| “Electronic Communication” |
a communication sent by electronic means, including electronic posting to the Company’s Website, transmission to any number, address or internet website (including the SEC’s website) or other electronic delivery methods as otherwise decided and approved by the Board; |
"Electronic Record" |
has the same meaning as in the Electronic Transactions Act (As Revised); |
"Electronic Signature" |
has the same meaning as in the Electronic Transactions Act (As Revised); |
"ESG Committee" |
the environmental, social, and governance committee of the Company formed by the Board pursuant to Article 24 hereof, or any successor of the environmental, social, and governance committee; |
"Exchange Act" |
the Securities Exchange Act of 1934, as amended of the United States of America; |
| “Executed” |
includes any mode of execution; |
| “Holder” |
in relation to any share, the Member whose name is entered in the Register of Members as the holder of the share; |
“Incentive Plan” |
any incentive plan or scheme established or implemented by the Company pursuant to which any Person who provides services of any kind to the Company or any of its direct or indirect subsidiaries (including, without limitation, any employee, executive, officer, director, consultant, secondee or other provider of services) may receive and/or acquire newly- issued shares of the Company or any interest therein; |
“Indemnified Person” |
every Director, alternate Director, Secretary or other officer for the time being or from time to time of the Company; |
“Independent Director” |
a Director who is an independent director as defined in the rules of any Designated Stock Exchange or in Rule 10A-3 under the Exchange Act, as the case may be; |
| “Islands” |
the British Overseas Territory of the Cayman Islands; |
| “Member” |
has the same meaning as in the Act; |
| “Memorandum” |
the memorandum of association of the Company as from time to time amended; |
| “Month” |
a calendar month; |
"New Controlling Member" |
has the meaning given in Article 10-A.1; |
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“Nominating Committee” |
the nominating committee of the Company formed by the Board pursuant to Article 23.3(a) hereof, or any successor of the nominating governance committee; |
| “Officer” |
includes a Director and any Secretary; |
“Ordinary Resolution” |
a resolution (i) of a duly constituted general meeting of the Company passed by a simple majority of the votes cast by, or on behalf of, the Members entitled to vote present in person or by proxy and voting at the meeting, or (ii) approved in writing by all of the Members entitled to vote at a general meeting of the Company in one or more instruments each signed by one or more of the Members and the effective date of the resolution so adopted shall be the date on which the instrument, or the last of such instruments, if more than one, is executed; |
“Other Indemnitors” |
persons or entities other than the Company that may provide indemnification, advancement of expenses and/or insurance to the Indemnified Persons in connection with such Indemnified Persons’ involvement in the management of the Company; |
“Paid up” |
paid up as to the par value of the shares and includes credited as paid up; |
| “Person” |
any individual, corporation, general or limited partnership, limited liability company, joint stock company, joint venture, estate, trust, association, organization or any other entity or governmental entity; |
“Register of Members” |
the register of Members required to be kept pursuant to the Act; |
| “Seal” |
the common seal of the Company including every duplicate seal; |
| “SEC” |
the Securities and Exchange Commission of the United States of America or any other federal agency for the time being administering the Securities Act; |
| “Secretary” |
any person appointed by the Directors to perform any of the duties of the secretary of the Company, including a joint, assistant or deputy secretary; |
“Securities Act” |
the Securities Act of 1933 of the United States of America, as amended, or any similar federal statute and the rules and regulations of the SEC thereunder, all as the same shall be in effect at the time; |
| “Share” |
a share in the share capital of the Company, and includes stock (except where a distinction between shares and stock is expressed or implied) and includes a fraction of a share; |
| “Signed” |
includes an electronic signature or a representation of a signature affixed by mechanical means; |
“Special Resolution” |
has the same meaning as in the Act (thus requiring a two- thirds majority) and includes a unanimous written resolution of all Members entitled to vote and expressed to be a special resolution; |
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| “Subsidiary” |
a company is a subsidiary of another company if that other company: (i) holds a majority of the voting rights in it; (ii) is a member of it and has the right to appoint or remove a majority of its board of directors; or (iii) is a member of it and controls alone, pursuant to an agreement with other members, a majority of the voting rights in it; or if it is a subsidiary of a company which is itself a subsidiary of that other company. For the purpose of this definition the expression “company” includes any body corporate established in or outside of the Islands; |
“Treasury Share” |
a share held in the name of the Company as a treasury share in accordance with the Act; |
“U.S. Person” |
a Person who is a citizen or resident of the United States of America; |
"Voting Control" |
means the ownership, directly or indirectly, of shares possessing more than fifty per cent (50%) of the voting power of the Company; |
“Written and in Writing” |
includes all modes of representing or reproducing words in visible form including in the form of an electronic record. |
(b)unless the context otherwise requires, words or expressions defined in the Act shall have the same meanings herein but excluding any statutory modification thereof not in force when these Articles become binding on the Company;
(c)unless the context otherwise requires: (i) words importing the singular number shall include the plural number and vice-versa; (ii) words importing the masculine gender only shall include the feminine gender; and (iii) words importing persons only shall include companies or associations or bodies of person whether incorporated or not;
(d)the word “may” shall be construed as permissive and the word “shall” shall be construed as imperative;
(e)the headings herein are for convenience only and shall not affect the construction of these Articles;
(f)references to statutes are, unless otherwise specified, references to statutes of the Islands and, subject to paragraph (b) above, include any statutory modification or re- enactment thereof for the time being in force; and
(g)where an Ordinary Resolution is expressed to be required for any purpose, a Special Resolution is also effective for that purpose.
2Formation Expenses
The Directors may pay, out of the capital or any other monies of the Company, all expenses incurred in or about the formation and establishment of the Company including the expenses of registration.
3Situation of offices of the Company
3.1The registered office of the Company shall be at such address in the Islands as the Board shall from time to time determine.
3.2The Company, in addition to its registered office, may establish and maintain such other offices, places of business and agencies in the Islands and elsewhere as the Board may from time to time determine.
4Shares
4.1 (a) Subject to the rules of any Designated Stock Exchange and to the provisions, if any, in the Memorandum and these Articles, the Board has general and unconditional authority to allot, grant options over, offer or otherwise deal with or dispose of any unissued shares in the capital of the Company without the approval of Members (whether forming part of the original or any increased share capital), either at a premium or at par, with or without preferred, deferred or other special rights or restrictions, whether in regard to dividend, voting, return of capital or otherwise and to such persons, on such terms and conditions, and at such times as the Board may decide, but so that no share shall be issued at a discount, except in accordance with the provisions of the Act.
(b)In particular and without prejudice to the generality of paragraph (a) above, the Board is hereby empowered to authorise by resolution or resolutions from time to time and without the approval of Members;
(i)the creation of one or more classes or series of preferred shares, to cause to be issued such preferred shares and to fix the designations, powers, preferences and relative participating, optional and other rights, if any, and the qualifications, limitations and restrictions thereof, if any, including, without limitation, the number of shares constituting each such class or series, dividend rights, conversion rights, redemption privileges, voting rights and powers (including full or limited or no voting rights or powers) and liquidation preferences, and to increase or decrease the number of shares comprising any such class or series (but not below the number of shares of any class or series of preferred shares then outstanding) to the extent permitted by law. Without limiting the generality of the foregoing, the resolution or resolutions providing for the establishment of any class or series of preferred shares may, to the extent permitted by law, provide that such class or series shall be superior to, rank equally with or be junior to the preferred shares of any other class or series;
(ii)to designate for issuance as Class A Common Shares or Class B Common Shares from time to time any or all of the authorised but unissued shares of the Company which have not at that time been designated by the Memorandum or by the Directors as being shares of a particular class;
(iii)to create one or more further classes of shares which represent common shares for the purposes of Article
5.2; and
(iv)to re-designate authorised but unissued Class B Common Shares from time to time as shares of another class.
(c)The Company shall not issue shares or warrants to bearer.
(d)Subject to the rules of any Designated Stock Exchange, the Board shall have general and unconditional authority to issue options, warrants or convertible securities of similar nature conferring the right upon the holders thereof to subscribe for, purchase or receive any class of shares or securities in the capital of the Company to such persons, on such terms and conditions and at such times as the Board may decide.
4.2Notwithstanding Article
4.1, at any time when there are Class A Common Shares in issue, Class B Common Shares may only be issued pursuant to:
(a)a share-split, subdivision or similar transaction or as contemplated in Articles
5.6 or
34.1(b) below;
(b)a Business Combination involving the issuance of Class B Common Shares as full or partial consideration; or
(c)an issuance of Class A Common Shares, whereby holders of Class B Common Shares are entitled to purchase a number of Class B Common Shares that would allow them to maintain their proportional ownership interest in the Company pursuant to Article
4.3.
4.3With effect from the date on which any shares of the Company are first admitted to trading on a Designated Stock Exchange, subject to Articles
4.4, 4.5 and
4.6, the Company shall not issue Class A Common Shares to a person on any terms unless:
(a)it has made an offer to each person who holds Class B Common Shares in the Company to issue to him on the same economic terms such number of Class B Common Shares as would ensure that the proportion in nominal value of the issued Common Shares held by him as Class B Common Shares after the issuance of such Class A Common Shares will be as nearly as practicable equal to the proportion in nominal value of the issued Common Shares held by him as Class B Common Shares before the said issuance; and
(b)the period during which any such offer may be accepted has expired or the Company has received notice of the acceptance or refusal of every offer so made.
An offer made pursuant to this Article
4.3 may be made in either hard copy or by electronic communication, must state a period during which it may be accepted and the offer shall not be withdrawn before the end of that period. The period referred to must be at least 30 days beginning with the date on which the offer is deemed to be delivered in accordance with Article
36.
4.4An offer shall not be regarded as being made contrary to the requirements of Article
4.3 by reason only that:
(a)fractional entitlements are rounded or otherwise settled or sold at the discretion of the Board; or
(b)no offer of Class B Common Shares is made to a shareholder where the making of such an offer would in the view of the Board pose legal or practical problems in or under the laws or securities rules of any territory or the requirements of any regulatory body or stock exchange such that the Board considers it is necessary or expedient in the interests of the Company to exclude such shareholder from the offer; or
(c)the offer is conditional upon the said issue of Class A Common Shares proceeding.
4.5The provisions of Article
4.3 do not apply in relation to the issue of:
(a)Class A Common Shares if these are, or are to be, wholly or partly paid up otherwise than in cash;
(b)Class A Common Shares which would, apart from any renunciation or assignment of the right to their allotment, be held under or issued pursuant to an Incentive Plan; and
(c)Class A Common Shares issued in furtherance of an initial public offering of shares of the Company (IPO) or issued to underwriters in connection with an IPO pursuant to any over- allotment options granted by the Company.
4.6Holders of Class B Common Shares may from time to time by consent in writing (in one or more counterparts) approved by the holder or holders of two-thirds of the Class B Common Shares in issue, referring to this Article
4.6, authorise the Board to issue Class A Common Shares for cash and, on the granting of such an authority, the Board shall have the power to issue (pursuant to that authority) Class A Common Shares for cash as if Article
4.3 above did not apply to:
(a)one or more issuances of Class A Common Shares to be made pursuant to that authority; and/or
(b)such issuances with such modifications as may be specified in that authority,
and unless previously revoked, that authority shall expire on the date (if any) specified in the authority or, if no date is specified, 12 months after the date on which the authority is granted, but the Company may before the power expires make an offer or agreement which would or might require Class A Common Shares to be issued after it expires.
4.7The Company may issue fractions of a share of any class and a fraction of a share shall be subject to and carry the corresponding fraction of liabilities (whether with respect to nominal or par value, premium, contribution, calls or otherwise howsoever), limitations, preferences, privileges, qualifications, restrictions, rights and other attributes of a whole share of that class of shares.
4.8The Company may, in so far as the Act permits, pay a commission to any person in consideration of his subscribing or agreeing to subscribe, whether absolutely or conditionally, or procuring or agreeing to procure subscriptions (whether absolute or conditional) for any shares in the capital of the Company. Such commissions may be satisfied by the payment of cash or the allotment of fully or partly paid up shares or partly in one way and partly in the other. The Company may also, on any issue of shares, pay such brokerage fees as may be lawful.
4.9Except as required by law, no person shall be recognised by the Company as holding any share upon any trust and the Company shall not be bound by or be compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any share (except only as by these Articles or by law otherwise provided) or any other rights in respect of any share except an absolute right to the entirety thereof in the holder.
4.10(a) If at any time the share capital is divided into different classes of shares, the rights attached to any class of shares (unless otherwise provided by these Articles or the terms of issue of the shares of that class) may be varied with the consent in writing of the holders of two-thirds of the issued shares of that class or with the sanction of a Special Resolution passed at a separate general meeting of the holders of the shares of that class. To every such separate general meeting, the provisions of these Articles relating to general meetings shall mutatis mutandis apply, but so that the necessary quorum shall be any one or more persons holding or representing by proxy not less than two-thirds of the issued shares of the class and that any holder of shares of the class present in person or by proxy may demand a poll;
(b)For the purposes of Article
4.10, the Directors may treat all classes of shares or any two or more classes of shares as forming one class if they consider that all such classes would be affected in the same way by the proposals under consideration.
(c)The rights conferred upon the holders of the shares of any class shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by:
(i)the creation or issue of further shares ranking pari passu therewith;
(ii)by the redemption or purchase of any shares of any class by the Company;
(iii)the cancellation of authorised but unissued shares of that class; or
(iv)the creation or issue of shares with preferred or other rights including, without limitation, the creation of any class or issue of shares with enhanced or weighted voting rights.
(d)The rights conferred upon holders of Class A Common Shares shall not be deemed to be varied by the creation or issue from time to time of further Class B Common Shares and the rights conferred upon holders of Class B Common Shares shall not be deemed to be varied by the creation or issue from time to time of further Class A Common Shares.
4.11The Directors may accept contributions to the capital of the Company otherwise than in consideration of the issue of shares and the amount of any such contribution may, unless otherwise agreed at the time such contribution is made, be treated by the Company as a distributable reserve, subject to the provisions of the Act and these Articles.
5Class A Common Shares and Class B Common Shares
5.1Holders of Class A Common Shares and Class B Common Shares have the right to receive notice of, attend, speak and vote at general meetings of the Company. Holders of Class A Common Shares and Class B Common Shares shall at all times vote together as one class on all resolutions submitted to a vote by the Members in general meetings. Each Class A Common Share shall entitle the holder to one (1) vote on all matters subject to a vote at general meetings of the Company, and each Class B Common Share shall entitle the holder to ten (10) votes on all matters subject to a vote at general meetings of the Company.
5.2Without prejudice to any special rights conferred thereby on the holders of any other shares or class of shares established pursuant to the Memorandum and/or these Articles from time to time, holders of Common Shares shall:
(a)Be entitled to such dividends as the Board may from time to time declare;
(b)In the event of a winding-up or dissolution of the Company, whether voluntary or involuntary or for the purposes of a reorganization or otherwise or upon any distribution of capital, be entitled to the surplus assets of the Company; and
(c)Generally be entitled to enjoy all of the rights attaching to shares.
5.3In no event shall Class A Common Shares be convertible into Class B Common Shares.
5.4Class B Common Shares shall be convertible into Class A Common Shares as follows:
(a)Right of Conversion. Class B Common Shares shall be convertible into the same number of Class A Common Shares, on a share-to-share basis, in the following manner:
(1)a holder of Class B Common Shares has the right to call upon the Company to effect a conversion of all or any of his Class B Common Shares which right shall be exercised, at any time after issue and without payment of any additional sum, by notice in writing given to the Company at its registered office (and which conversion shall be effected by the Company promptly upon delivery of the said notice);
(2)the holder(s) of a majority of the then outstanding Class B Common Shares have the right to require that all outstanding Class B Common Shares be converted, which right shall be exercised, at any time after issue and without payment of any additional sum, by notice in writing (which may be in one or more counterparts) signed by each of such holders given to the Company at its registered office (and which conversion shall be effected by the Company promptly upon delivery of the said notice);
(3)a Class B Common Share shall automatically convert into a Class A Common Share immediately and without further action by the holder upon the registration in the Register of Members of any transfer of a Class B Common Share (whether or not for value and whether or not the certificate(s) (if any) representing such Class B Common Share are surrendered to the Company), other than:
(i)a transfer to the holder of Class B Common Shares and/or to heirs and successors of such holder of Class B Common Shares and/or to Affiliate of such holder of the Class B Common Share;
(ii)a transfer to one or more trustees of a trust established for the benefit of the holder or an Affiliate of such holder of the Class B Common Share;
(iii)a transfer to a partnership, corporation or other entity exclusively owned or controlled by the holder or an Affiliate of the holder of the Class B Common Share;
(iv)transfers to organisations that are exempt from taxation under Section 501(3)(c) of the United States Internal Revenue Code of 1986, as amended (or any successor thereto); or
(v)a transfer to any transferee (other than those listed in items (i) to (iv) above) that has agreed in writing with the Company to make and subsequently makes an Offer pursuant to Article 10-A.
For the avoidance of doubt, the creation of any pledge, charge, encumbrance or other security interest or third party right of whatever description on any Class B Common Shares to secure a holder’s contractual or legal obligations shall not be deemed to be a transfer unless and until any such pledge, charge, encumbrance or other third party right is enforced and results in such third party (or its nominee) holding legal title to the related Class B Common Shares, in which case all the related Class B Common Shares shall be automatically and immediately converted into the same number of Class A Common Shares.
(4)if at any time, the total number of the issued and outstanding Class B Common Shares is less than 10% of the voting share rights of the Company outstanding, the Class B Common Shares then in issue shall automatically and immediately convert into Class A Common Shares and no Class B Common Shares shall be issued by the Company thereafter.
(b)Mechanics of Conversion. Before any holder of Class B Common Shares shall be entitled to convert such Class B Common Shares into Class A Common Shares pursuant to sub-paragraph (a) (1) above, the holder shall, if available, surrender the certificate or certificates therefor, duly endorsed (where applicable), at the registered office of the Company.
Upon the occurrence of one of the bases of conversion provided for in paragraph (a) above, the Company shall enter or procure the entry of the name of the relevant holder of Class B Common Shares as the holder of the relevant number of Class A Common Shares resulting from the conversion of the Class B Common Shares in, and make any other necessary and consequential changes to, the Register of Members and shall procure that certificate(s) in respect of the relevant Class A Common Shares, together with a new certificate for any unconverted Class B Common Shares comprised in the certificate(s) surrendered by the holder of the Class B Common Shares, are issued to the holders of the Class A Common Shares and Class B Common Shares, as the case may be, if so requested.
Any conversion of Class B Common Shares into Class A Common Shares pursuant to this Article 5 shall be effected by any manner permitted by applicable law (including by means of: (i) the re-designation and re-classification of the relevant Class B Common Share as a Class A Common Share together with such rights and restrictions for the time being attached thereto and shall rank pari passu in all respects with the Class A Common Shares then in issue; and/or (ii) the compulsory redemption without notice of Class B Common Shares and the automatic application of the redemption proceeds in paying for such new Class A Common Shares into which the Class B Shares have been converted). Such conversion shall become effective forthwith upon entries being made in the Register of Members to record the conversion.
If the conversion is in connection with an underwritten public offering of securities, the conversion may, at the option of any holder tendering such Class B Common Shares for conversion, be conditional upon the closing with the underwriters of the sale of securities pursuant to such offering, in which event any persons entitled to receive Class A Common Shares upon conversion of such Class B Common Shares shall not be deemed to have converted such Class B Common Shares until immediately prior to the closing of such sale of securities.
The Company shall at all times reserve and keep available out of its authorised but unissued Class A Common Shares, for the purpose of effecting the conversion of the Class B Common Shares, such number of Class A Common Shares as shall from time to time be sufficient to effect the conversion of all outstanding Class B Common Shares.
(c)Effective upon and with effect from the conversion of a Class B Common Share into a Class A Common Share in accordance with this Article 5.4, the converted share shall be treated for all purposes as a Class A Common Share and shall carry the rights and be subject to the restrictions attaching to Class A Common Shares.
5.5No subdivision of Class A Common Shares into shares of an amount smaller than the nominal or par value of such shares at the relevant time shall be effected unless Class B Common Shares are concurrently and similarly subdivided in the same proportion and the same manner, and no subdivision of Class B Common Shares into shares of an amount smaller than the nominal or par value of such shares at the relevant time shall be effected unless Class A Common Shares are concurrently and similarly subdivided in the same proportion and the same manner.
5.6No consolidation of Class A Common Shares into shares of an amount larger than the nominal or par value of such shares at the relevant time shall be effected unless Class B Common Shares are concurrently and similarly consolidated in the same proportion and the same manner, and no consolidation of Class B Common Shares into shares of an amount larger than the nominal or par value of such shares at the relevant time may be effected unless Class A Common Shares are concurrently and similarly consolidated in the same proportion and the same manner.
5.7In the event that a dividend or other distribution is paid by the issue of Class A Common Shares or Class B Common Shares or rights to acquire Class A Common Shares or Class B Common Shares (i) holders of Class A Common Shares shall receive Class A Common Shares or rights to acquire Class A Common Shares, as the case may be; and (ii) holders of Class B Common Shares shall receive Class B Common Shares or rights to acquire Class B Common Shares, as the case may be.
5.8No Business Combination (whether or not the Company is the surviving entity) shall proceed unless by the terms of such transaction: (i) the holders of Class A Common Shares have the right to receive, or the right to elect to receive, the same form of consideration (as shall be adjusted, in the case of share or equivalent consideration, by the directors so as to account for the different economic and voting rights that exist or may exist between such consideration and the share classes) as the holders of Class B Common Shares, and (ii) save as foresaid, the holders of Class A Common Shares have the right to receive, or the right to elect to receive, at least the same amount of consideration on a per share basis as the holders of Class B Common Shares. The Directors shall not approve such a transaction unless the requirements of this Article are satisfied.
5.9No tender or exchange offer to acquire any Class A Common Shares or Class B Common Shares by any third party pursuant to an agreement to which the Company is to be a party, nor any tender or exchange offer by the Company to acquire any Class A Common Shares or Class B Common Shares shall be approved by the Company unless by the terms of such transaction: (i) the holders of Class A Common Shares shall have the right to receive, or the right to elect to receive, the same form of consideration (as shall be adjusted, in the case of share or equivalent consideration, by the directors so as to account for the different economic and voting rights that exist or may exist between such consideration and the share classes) as the holders of Class B Common Shares, and (ii) save as foresaid, the holders of Class A Common Shares shall have the right to receive, or the right to elect to receive, at least the same amount of consideration on a per share basis as the holders of Class B Common Shares. The Directors shall not approve such a transaction unless the requirements of this Article are satisfied.
5.10Save and except for voting rights and conversion rights and as otherwise set out in Article
4.3 and in this Article
5, Class A Common Shares and the Class B Common Shares shall rank pari passu and shall have the same rights, preferences, privileges and restrictions and share ratably and otherwise be identical in all respects as to all matters.
6Share Certificates
6.1A Member shall only be entitled to a share certificate if the Directors resolve that share certificates shall be issued. Share certificates representing Shares, if any, shall be in such form as the Directors may determine. Share certificates shall be signed by one or more Directors or other person authorised by the Directors. The Directors may authorise certificates to be issued with the authorised signature(s) affixed by mechanical process. All certificates for Shares shall be consecutively numbered or otherwise identified and shall specify the Shares to which they relate. All certificates surrendered to the Company for transfer or conversion shall be cancelled and subject to the Articles and, save as provided in Articles
6.3, 7 and
8 below and in the case of a conversion of shares pursuant to Article 5.4, no new certificate shall be issued until the former certificate representing a like number of relevant Shares shall have been surrendered and cancelled.
6.2Every share certificate of the Company shall bear legends required under the applicable laws, including the Securities Act.
6.3If a share certificate is defaced, worn-out, lost or destroyed, it may be renewed on such terms (if any) as to evidence and indemnity and payment of the expenses reasonably incurred by the Company in investigating evidence as the Directors may determine but otherwise free of charge, and (in the case of defacement or wearing-out) on delivery to the Company of the old certificate.
7Lien
7.1The Company shall have a first and paramount lien on every share (not being a share which is fully paid as to its par value and share premium) for all moneys (whether presently payable or not) payable at a fixed time or called in respect of that share (including any premium payable). The Directors may at any time declare any share to be wholly or in part exempt from the provisions of this Article. The Company’s lien on a share shall extend to any amount in respect of it.
7.2The Company may sell in such manner as the Directors determine any shares on which the Company has a lien if a sum in respect of which the lien exists is presently payable and is not paid within fourteen (14) clear days after notice has been given to the holder of the share or to the person entitled to it in consequence of the death or bankruptcy of the holder, demanding payment and stating that if the notice is not complied with the shares may be sold.
7.3To give effect to a sale, the Directors may authorise some person to execute an instrument of transfer of the shares sold to, or in accordance with the directions of, the purchaser. The title of the transferee to the shares shall not be affected by any irregularity or invalidity in the proceedings in reference to the sale.
7.4The net proceeds of the sale, after payment of the costs, shall be applied in payment of so much of the sum for which the lien exists as is presently payable, and any residue shall (upon surrender to the Company for cancellation of the certificate for the shares sold, if any, and subject to a like lien for any moneys not presently payable as existed upon the shares before the sale) be paid to the person entitled to the shares at the date of the sale.
8Calls on Shares and Forfeiture
8.1Subject to the terms of allotment, the Directors may make calls upon the Members in respect of any moneys unpaid on their shares (whether in respect of nominal value or premium) and each Member shall (subject to receiving at least fourteen (14) clear days’ notice specifying when and where payment is to be made) pay to the Company as required by the notice the amount called on his shares. A call may be required to be paid by instalments. A call may, before receipt by the Company of any sum due thereunder, be revoked in whole or in part and payment of a call may be postponed in whole or in part. A person upon whom a call is made shall remain liable for calls made upon him notwithstanding the subsequent transfer of the shares in respect of which the call was made.
8.2A call shall be deemed to have been made at the time when the resolution of the Directors authorising the call was passed.
8.3The joint holders of a share shall be jointly and severally liable to pay all calls in respect of the share.
8.4If a call remains unpaid after it has become due and payable, the person from whom it is due and payable shall pay interest on the amount unpaid from the day it became due and payable until it is paid at the rate fixed by the terms of allotment of the share or in the notice of the call or, if no rate is fixed, at an annual rate of ten percent (10%), but the Directors may waive payment of the interest wholly or in part.
8.5An amount payable in respect of a share on allotment or at any fixed date, whether in respect of nominal value or premium or as an instalment of a call, shall be deemed to be a call, and if it is not paid when due, all the provisions of the Articles shall apply as if that amount had become due and payable by virtue of a call.
8.6Subject to the terms of allotment, the Directors may make arrangements on the issue of shares for a difference between the holders in the amounts and times of payment of calls on their shares.
8.7If a call remains unpaid after it has become due and payable, the Directors may give to the person from whom it is due not less than fourteen (14) clear days’ notice requiring payment of the amount unpaid, together with any interest which may have accrued. The notice shall name the place where payment is to be made and shall state that if the notice is not complied with the shares in respect of which the call was made will be liable to be forfeited.
8.8If the notice is not complied with, any share in respect of which it was given may, before the payment required by the notice has been made, be forfeited by a resolution of the Directors and the forfeiture shall include all dividends or other moneys payable in respect of the forfeited shares and not paid before the forfeiture.
8.9Subject to the provisions of the Act, a forfeited share may be sold, re-allotted or otherwise disposed of on such terms and in such manner as the Directors determine either to the person who was before the forfeiture the holder or to any other person, and at any time before a sale, re- allotment or other disposition, the forfeiture may be cancelled on such terms as the Directors think fit. Where, for the purposes of its disposal a forfeited share is to be transferred to any person, the Directors may authorise any person to execute an instrument of transfer of the share to that person.
8.10A person any of whose shares have been forfeited shall cease to be a Member in respect of them and shall surrender to the Company for cancellation the certificate for the shares forfeited, if any, but shall remain liable to the Company for all moneys which at the date of forfeiture were presently payable by him to the Company in respect of those shares with interest at the rate at which interest was payable on those moneys before the forfeiture or, if no interest was so payable, at an annual rate of ten percent (10%), from the date of forfeiture until payment but the Directors may waive payment wholly or in part or enforce payment without any allowance for the value of the shares at the time of forfeiture or for any consideration received on their disposal.
8.11A statutory declaration by a Director or the Secretary that a share has been forfeited on a specified date shall be conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the share and the declaration shall (subject to the execution of an instrument of transfer if necessary) constitute a good title to the share and the person to whom the share is disposed of shall not be bound to see to the application of the consideration, if any, nor shall his title to the share be affected by any irregularity in or invalidity of the proceedings in reference to the forfeiture or disposal of the share.
9Transfer of Shares
9.1Subject to the terms of the Articles, any Member may transfer all or any of their Shares by an instrument of transfer provided that such transfer complies with the rules and regulations of the Designated Stock Exchange, the SEC and/or any other competent regulatory authority or otherwise under applicable law. If the Shares in question were issued in conjunction with rights, options, warrants or units issued pursuant to the Articles on terms that one cannot be transferred without the other, the Directors shall refuse to register the transfer of any such Share without evidence satisfactory to them of the like transfer of such right, option, warrant or unit.
9.2The instrument of transfer of any Share shall be in writing in the usual or common form or in a form prescribed by the rules and regulations of the Designated Stock Exchange, the SEC and/or any other competent regulatory authority or otherwise under applicable law or in any other form approved by the Directors and shall be executed by or on behalf of the transferor (and if the Directors so require, signed by or on behalf of the transferee) and may be under hand or, if the transferor or transferee is a Clearing House or its nominee(s), by hand or by machine imprinted signature or by such other manner of execution as the Directors may approve from time to time. The transferor shall be deemed to remain the holder of a Share until the name of the transferee is entered in the Register of Members.
10Transmission of Shares
10.1If a Member dies, the survivor, or survivors where he was a joint holder, and his personal representatives where he was a sole holder or the only survivor of joint holders shall be the only persons recognised by the Company as having any title to his interest; but nothing in these Articles shall release the estate of a deceased Member from any liability in respect of any share which had been jointly held by him.
10.2A person becoming entitled to a share in consequence of the death or bankruptcy of a Member may, upon such evidence being produced as the Directors may properly require, elect either to become the holder of the share or to have some person nominated by him registered as the transferee. If he elects to become the holder he shall give notice to the Company to that effect. If he elects to have another person registered he shall execute an instrument of transfer of the share to that person. All the Articles relating to the transfer of shares shall apply to the notice or instrument of transfer as if it were an instrument of transfer executed by the Member and the death or bankruptcy of the Member had not occurred.
10.3A person becoming entitled to a share by reason of the death or bankruptcy of a Member shall have the rights to which he would be entitled if he were the holder of the share, except that he shall not, before being registered as the holder of the share, be entitled in respect of such share to attend or vote at any meeting of the Company or at any separate meeting of the holders of any class of shares in the Company.
10-A. Tag Along
10-A.1. If, in one or a series of transactions, (i) the Controlling Member transfers Common Shares, whether held directly or indirectly, representing the Voting Control to a person or group of persons acting in concert, or (ii) the Controlling Member transfers all or part of its Common Shares, whether held directly or indirectly, to a person or group of persons acting in concert and such a person or group of persons obtains Voting Control within 12 months from the acquisition of the Controlling Member’s Common Shares or from the receipt of payment by the Controlling Member (such person or group of persons acting in concert described in (i) or (ii), the “New Controlling Member”), then the New Controlling Member shall make a tender offer or exchange offer in writing (the “Offer”) to all direct or indirect holders of Class A Common Shares, pursuant to which such holders of Class A Common Shares shall have the right to elect to receive a price for each Class A Common Share equivalent to the weighted average price per share paid by the New Controlling Member for the acquisition of Common Shares from the Controlling Member during the 12-month period prior to the acquisition of Voting Control by the New Controlling Shareholder.
10-A.2 The New Controlling Member shall commence the Offer within 30 days after the consummation acquisition of Voting Control; provided that if any filing with or approval by the SEC or other securities regulator or stock exchange is required under any applicable law in connection with such Offer, the New Controlling Member shall make such applicable filings or seek such approval within 30 days after acquisition of Voting Control and procure that the Offer is commenced as soon as reasonably practicable thereafter.
10-A.3 Notwithstanding anything to the contrary herein, the obligation to make an Offer pursuant to 10-A.1 shall not apply:
(a)if the transfer of Voting Control or the transfer of all or part of the Controlling Member’s Common Shares (as described in 10-A.1(i) or (ii)) occurs as a result of (i) a public offering (as defined by the rules of the Designated Stock Exchange), (ii) a Business Combination, (iii) a tender offer or exchange offer conducted by a third party and addressed to all holders of Class A Common Shares, or (iv) open market transactions at the Designated Stock Exchange;
(b)in connection with any transfer to Affiliates, heirs or successors of the Controlling Member;
(c)in connection with any transfer to one or more trustees of a trust established for the benefit of the Controlling Member or an Affiliate of the Controlling Member;
(d)in connection with any transfer to a partnership, corporation or other entity exclusively owned or controlled by the controlling Member or an Affiliate of the Controlling Member; or
(e)in connection with any transfer to organizations that are exempt from taxation under Section 501(3)(c) of the United States Internal Revenue Code of 1986, as amended (or any successor thereto).
10-A.4 If any such Offer referred to in this Article 10-A is not provided in the prescribed time period therein, the Company shall immediately notify the New Controlling Member of that fact in writing and then, unless approved by a Special Resolution (in connection with which, for the avoidance of doubt, the New Controlling Member shall not be entitled to vote):
(a)the Shares held by such New Controlling Member shall cease to confer on the holder of them any rights:
(i)to vote (whether on a show of hands, on a poll or otherwise and whether in person, by proxy or otherwise), including in respect of any resolution of any class of Shares;
(ii)to receive dividends or other distributions otherwise attaching to those Shares; or
(iii)to participate in any future issue of Shares issued; and
(b)the Company shall not recognise the transfer of any such Shares by the New Controlling Member.
The rights referred to in Article 10-A.4(a) and the ability to transfer Shares by the New Controlling Member referred to in Article 10-A.4(b) may be reinstated at any time upon conclusion of the Offer or by a Special Resolution (in connection with which, for the avoidance of doubt, the New Controlling Member shall not be entitled to vote).
11Changes of Capital
11.1.(a) Subject to and in so far as permitted by the provisions of the Act and these Articles, the Company may from time to time by Ordinary Resolution alter or amend the Memorandum to:
(i)increase its share capital by such sum, to be divided into shares of such amount, as the resolution shall prescribe;
(ii)consolidate and divide all or any of its share capital into shares of larger amounts than its existing shares;
(iii)convert all or any of its paid up shares into stock and reconvert that stock into paid up shares of any denomination;
(iv)sub-divide its existing shares, or any of them, into shares of smaller amounts than is fixed by the Memorandum provided that in the subdivision, the proportion between the amount paid and the amount, if any, unpaid on each reduced share shall be the same as it was in the case of the share from which the reduced share is derived; and
(v)cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person, and diminish the amount of its share capital by the amount of the shares so cancelled.
(b) Except so far as otherwise provided by the conditions of issue, the new shares shall be subject to the same provisions with reference to the payment of calls, lien, transfer, transmission, forfeiture and otherwise as the shares in the original share capital.
11.2.Whenever as a result of a consolidation of shares any Members would become entitled to fractions of a share, the Directors may, on behalf of those Members, sell the shares representing the fractions for the best price reasonably obtainable to any person (including, subject to the provisions of the Act, the Company) and distribute the net proceeds of sale in due proportion among those Members, and the Directors may authorise some person to execute an instrument of transfer of the shares to, or in accordance with the directions of, the purchaser. The transferee shall not be bound to see to the application of the purchase money nor shall his title to the shares be affected by any irregularity in or invalidity of the proceedings in reference to the sale.
11.3.The Company may by Special Resolution reduce its share capital and any capital redemption reserve in any manner and with and subject to any incident, consent, order or other matter required by law.
12Redemption and Purchase of Own Shares
12.1.Subject to the provisions of the Act and these Articles, the Company may:
(a)issue shares on terms that they are to be redeemed or are liable to be redeemed at the option of the Company or the Member on such terms and in such manner as the Directors may, before the issue of shares, determine;
(b)purchase its own shares (including any redeemable shares) in such manner and on such terms as the Directors may determine and agree with the relevant Member; and
(c)make a payment in respect of the redemption or purchase of its own shares in any manner authorised by the Act, including out of capital.
12.2.The Directors may, when making a payment in respect of the redemption or purchase of shares, if so authorised by the terms of issue of the shares (or otherwise by agreement with the holder of such shares) make such payment in cash or in specie (or partly in one and partly in the other).
12.3.Upon the date of redemption or purchase of a share, the holder shall cease to be entitled to any rights in respect thereof (excepting always the right to receive (i) the price therefor and (ii) any dividend which had been declared in respect thereof prior to such redemption or purchase being effected) and accordingly his name shall be removed from the Register of Members with respect thereto and the share shall be cancelled.
13Treasury Shares
13.1.The Directors may, prior to the purchase, redemption or surrender of any Share, determine that such Share shall be held as a Treasury Share.
13.2.The Directors may determine to cancel a Treasury Share or transfer a Treasury Share on such terms as they think proper (including, without limitation, for nil consideration).
14Register of Members
14.1.The Company shall maintain or cause to be maintained an overseas or local Register of Members in accordance with the Act.
14.2.The Directors may determine that the Company shall maintain one or more branch registers of Members in accordance with the Act. The Directors may also determine which Register of Members shall constitute the principal register and which shall constitute the branch register or registers, and to vary such determination from time to time.
15Closing Register of Members or Fixing Record Date
15.1.For the purpose of determining Members entitled to notice of, or to vote at any meeting of Members or any adjournment thereof, or Members entitled to receive payment of any dividend or other distribution, or in order to make a determination of Members for any other purpose, the Directors may provide that the Register of Members shall be closed for transfers for a stated period which shall not in any case exceed thirty (30) days. If the Register shall be so closed for the purpose of determining those Members that are entitled to receive notice of, attend or vote at a meeting of Members, the Register shall be so closed for at least ten (10) clear days immediately preceding such meeting and the record date for such determination shall be the date of the closure of the Register.
15.2.In lieu of, or apart from, closing the Register of Members, the Directors may fix, in advance or in arrears, a date as the record date for any such determination of Members entitled to notice of, or to vote at any meeting of the Members or any adjournment thereof, or for the purpose of determining the Members entitled to receive payment of any dividend or other distribution, or in order to make a determination of Members for any other purpose, provided that such a record date shall not exceed forty (40) clear days prior to the date where the determination will be made.
15.3.If the Register of Members is not so closed and no record date is fixed for the determination of Members entitled to notice of, or to vote at, a meeting of Members or Members entitled to receive payment of a dividend or other distribution, the date on which notice of the meeting is sent or posted or the date on which the resolution of the Directors resolving to pay such dividend or other distribution is passed, as the case may be, shall be the record date for such determination of Members. When a determination of Members entitled to vote at any meeting of Members has been made as provided in this Article, such determination shall apply to any adjournment thereof.
16General Meetings
16.1.An annual general meeting of the Company may at the discretion of the Board be held in the year in which these Articles were adopted and shall be held in each year thereafter within the first four (4) months following the end of the financial year of the Company. The Company may, but shall not (unless required by the Act) be obliged to, in each year hold any other general meeting.
16.2.The agenda of the annual general meeting shall be set by the Board and shall include the presentation of the Company’s annual accounts and the report of the Directors (if any) and the Board Compensation Budget. As provided in Article 25.1, where the Company has established a Compensation Committee, the Board shall ensure that the Board Compensation Budget is approved by the Compensation Committee prior to being presented at the annual general meeting. To the extent that the Board Compensation Budget is not approved at an annual general meeting, the last Board Compensation Budget approved by Members, as adjusted for inflation according to an inflation index determined by the Directors in their sole discretion, shall be the Board Compensation Budget for the year ahead.
16.3.Annual general meetings may be held in any place as the Directors may determine.
16.4.All general meetings other than annual general meetings shall be called extraordinary general meetings and the Company shall specify the meeting as such in the notices calling it.
16.5.The Directors may, whenever they think fit, convene an extraordinary general meeting of the Company, and they shall on a Members’ requisition in accordance with these Articles forthwith proceed to convene an extraordinary general meeting of the Company.
16.6.A Members’ requisition is a requisition of one or more Members holding at the date of deposit of the requisition shares representing in the aggregate not less than five percent of all Shares in issue and entitled to vote at general meetings of the Company.
16.7.The Members’ requisition must state the objects of the meeting and must be signed by the requisitionists and deposited at the registered office, and may consist of several documents in like form each signed by one or more requisitionists.
16.8.If there are no Directors as at the date of the deposit of the Members’ requisition or if the Directors do not within fourteen (14) days from the date of the deposit of the Members’ requisition duly proceed to convene a general meeting to be held within a further fourteen (14) days, the requisitionists, or any of them representing more than one-half of the total voting rights of all of the requisitionists, may themselves convene a general meeting, but any meeting so convened shall be held no later than the day which falls three (3) months after the expiration of the first said fourteen (14) day period.
16.9.A general meeting convened as aforesaid by requisitionists shall be convened in as close to the same manner as possible as that in which general meetings are to be convened by Directors.
16.10.Save as set out in Articles
16.1 to
16.9, the Members have no right to propose resolutions to be considered or voted upon at annual general meetings or extraordinary general meetings of the Company.
17Notice of General Meetings
17.1.At least twenty one (21) clear days’ notice specifying the place, the day and the hour of each general meeting and the general nature of such business to be transacted thereat shall be given in the manner hereinafter provided, including, but not limited to, as described in Article 36, or in such other manner (if any) as may be prescribed by Ordinary Resolution, to such persons as are entitled to vote or may otherwise be entitled under these Articles to receive such notices from the Company; provided that a general meeting of the Company shall, whether or not the notice specified in this Article has been given and whether or not the provisions of the Articles regarding general meetings have been complied with, be deemed to have been duly convened if it is so agreed by all of the Members entitled to attend and vote thereat.
17.2.The accidental omission to give notice of a general meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings at that general meeting.
18Proceedings at General Meetings
18.1.No business shall be transacted at any meeting unless a quorum is present at the time when the meeting proceeds to business. One or more Members holding not less than one-quarter in aggregate of the voting power of all Shares in issue and entitled to vote, present in person or by proxy or, if a corporation or other non-natural person, by its duly authorised representative, shall represent a quorum.
18.2.If a quorum is not present within half an hour from the time appointed for the meeting to commence or if during such a meeting a quorum ceases to be present, a second meeting may be called with at least eight (8) days’ notice to Shareholders specifying the place, the day and the hour of the second meeting, as the Directors may determine, and if at the second meeting a quorum is not present within half an hour from the time appointed for the meeting to commence, the Members present shall be a quorum.
18.3.A person may participate in a general meeting by conference telephone or other communications equipment by means of which all the persons participating in the meeting can communicate with each other at the same time. Participation by a Member in a meeting in this manner is treated as presence in person at that meeting and is counted in a quorum and entitled to vote.
18.4.The Directors may appoint any person to preside as chairman of the meeting. In the event that the Directors do not appoint any person to preside as chairman of the meeting or such person is not present within fifteen (15) minutes after the time appointed for holding the meeting and willing to act, the Chairman or in his absence the vice-chairman of the Board (if any) shall preside as chairman of the meeting, but if neither the Chairman nor such vice-chairman (if any) is present within fifteen (15) minutes after the time appointed for holding the meeting and willing to act, the Directors present shall elect one of their number to be chairman and, if there is only one Director present and willing to act, he shall be chairman. If no Director is willing to act as chairman, or if no Director is present within fifteen (15) minutes after the time appointed for holding the meeting, the Members present in person or by proxy and entitled to vote shall choose one of their number to be chairman.
18.5.The order of business at each such meeting shall be as determined by the chairman of the meeting. The chairman of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts and things as are necessary or desirable for the proper conduct of the meeting, including, without limitation, the establishment of procedures for the maintenance of order and safety, limitations on the time allotted to questions or comments on the affairs of the Company, restrictions on entry to such meeting after the time prescribed for the commencement thereof, and the opening and closing of the polls. The chairman of the meeting shall announce at each such meeting the date and time of the opening and the closing of the polls for each matter upon which the Members will vote at such meeting.
18.6.A Director shall, notwithstanding that he is not a Member, be entitled to attend and speak at any general meeting and at any separate meeting of the holders of any class of shares in the Company.
18.7.The chairman of the meeting may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than business which might properly have been transacted at the meeting had the adjournment not taken place. When a meeting is adjourned for fourteen (14) days or more, at least seven (7) clear days’ notice shall be given in the manner herein provided, including, but not limited to, as described in Article
36, specifying the time and place of the adjourned meeting and the general nature of the business to be transacted. Otherwise it shall not be necessary to give any such notice.
18.8.At each meeting of the Members, all corporate actions, including the election of Directors, to be taken by vote of the Members (except as otherwise required by applicable law and except as otherwise provided in these Articles) shall be authorised by Ordinary Resolution. Where a separate vote by a class or classes or series is required, save as provided in Article
4.10, the affirmative vote of the majority of Shares of such class or classes or series present in person or represented by proxy at the meeting and voting shall be the act of such class or series (unless provided otherwise in the resolutions providing for the issuance of such class or series).
18.9.At any general meeting a resolution put to the vote of the meeting shall be decided on a poll.
18.10.A poll shall be taken in such manner as the chairman directs and he may appoint scrutineers (who need not be Members) and fix a place and time for declaring the result of the poll. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was taken.
18.11.In the case of equality of votes, the chairman of the meeting shall be entitled to a casting vote in addition to any other vote he may have.
18.12.If for so long as the Company has only one Member:
(a)in relation to a general meeting, the sole Member or a proxy for that Member or (if the Member is a corporation) a duly authorised representative of that Member is a quorum and Article
18.1 is modified accordingly;
(b)the sole Member may agree that any general meeting be called by shorter notice than that provided for by the Articles; and
(c)all other provisions of the Articles apply with any necessary modification (unless the provision expressly provides otherwise).
19Votes of Members
19.1.Subject to any rights or restrictions attached to any shares (including without limitation the enhanced voting rights attaching to Class B Common Shares provided for in Article
5), every Member who (being an individual) is present in person or by proxy or (being a corporation) is present by a duly authorised representative (not being himself a Member entitled to vote) or by proxy, shall on a poll have one vote for every share of which he is the holder (or, in the case of a Class B Common Share, ten (10) votes for every Class B Common Share of which he is the holder).
19.2.In the case of joint holders, the vote of the senior joint holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders; and seniority shall be determined by the order in which the names of the holders stand in the Register of Members.
19.3.A Member in respect of whom an order has been made by any court having jurisdiction (whether in the Islands or elsewhere) in matters concerning mental disorder may vote, by his receiver, curator bonis or other person authorised in that behalf appointed by that court, and any such receiver, curator bonis or other person may vote by proxy. Evidence to the satisfaction of the Directors of the authority of the person claiming to exercise the right to vote shall be received at the registered office of the Company, or at such other place as is specified in accordance with these Articles for the deposit or delivery of forms of appointment of a proxy, or in any other manner specified in these Articles for the appointment of a proxy, not less than forty-eight (48) hours before the time appointed for holding the meeting or adjourned meeting at which the right to vote is to be exercised and in default the right to vote shall not be exercisable.
19.4.No Member shall, unless the Directors otherwise determine, be entitled to vote at any general meeting or at any separate meeting of the holders of any class of shares in the Company, either in person or by proxy or by a corporate representative, in respect of any share held by him unless all moneys presently payable by him in respect of that share have been paid.
19.5.No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is tendered, and every vote not disallowed at the meeting shall be valid. Any objection made in due time shall be referred to the chairman of the meeting whose decision shall be final and conclusive.
19.6.Votes may be given either personally or by proxy. Deposit or delivery of a form of appointment of a proxy does not preclude a Member from attending and voting at the meeting or at any adjournment of it, save that only the Member or his proxy may cast a vote.
19.7.A Member entitled to more than one vote need not, if he votes, use all his votes or cast all votes he uses the same way.
19.8.Subject as set out herein, an instrument appointing a proxy shall be in writing in any usual form or in any other form which the Directors may approve and shall be executed by or on behalf of the appointor save that, subject to the Act, the Directors may accept the appointment of a proxy received in an electronic communication at an address specified for such purpose, on such terms and subject to such conditions as they consider fit. The Directors may require the production of any evidence which they consider necessary to determine the validity of any appointment pursuant to this Article.
19.9.Subject to Article 19.10 below, the form of appointment of a proxy and any authority under which it is executed or a copy of such authority certified notarially or in some other way approved by the Directors may:
(a)in the case of an instrument in writing, be left at or sent by post to the registered office of the Company or such other place within the Islands or elsewhere as is specified in the notice convening the meeting or in any form of appointment of proxy sent out by the Company in relation to the meeting at any time before the time for holding the meeting or adjourned meeting at which the person named in the form of appointment of proxy proposes to vote;
(b)in the case of an appointment of a proxy contained in an electronic communication, where an address has been specified by or on behalf of the Company for the purpose of receiving electronic communications:
(i)in the notice convening the meeting; or
(ii)in any form of appointment of a proxy sent out by the Company in relation to the meeting; or
(iii)in any invitation contained in an electronic communication to appoint a proxy issued by the Company in relation to the meeting;
be received at such address at any time before the time for holding the meeting or adjourned meeting at which the person named in the form of appointment of proxy proposes to vote;
(c)in the case of a poll taken more than forty-eight (48) hours after it is demanded, be deposited or delivered as required by paragraphs (a) or (b) of this Article after the poll has been demanded and at any time before the time appointed for the taking of the poll; or
(d)where the poll is taken immediately but is taken not more than forty-eight (48) hours after it was demanded, be delivered at the meeting at which the poll was demanded to the chairman of the meeting or to the secretary or to any Director;
and a form of appointment of proxy which is not deposited or delivered in accordance with this Article or Article 19.10 is invalid.
19.10.Notwithstanding Article 19.9 above, the Directors may by way of note to or in any document accompanying the notice of a general meeting (or adjourned meeting) fix the latest time by which the appointment of a proxy must be communicated to or received by the Company (being not more than 48 hours before the relevant meeting).
19.11.A vote or poll demanded by proxy or by the duly authorised representative of a corporation shall be valid notwithstanding the previous determination of the authority of the person voting or demanding a poll unless notice of the determination was received by the Company at the registered office of the Company or, in the case of a proxy, any other place specified for delivery or receipt of the form of appointment of proxy or, where the appointment of a proxy was contained in an electronic communication, at the address at which the form of appointment was received, before the commencement of the meeting or adjourned meeting at which the vote is given or the poll demanded or (in the case of a poll taken otherwise than on the same day as the meeting or adjourned meeting) the time appointed for taking the poll.
19.12.Any corporation or other non-natural person which is a Member of the Company may in accordance with its constitutional documents, or, in the absence of such provision, by resolution of its directors or other governing body, authorise such person as it thinks fit to act as its representative at any meeting of the Company or of any class of Members, and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he represents as the corporation could exercise if it were an individual Member.
19.13.If a Clearing House (or its nominee(s)) or depositary (or its nominee(s)) is a Member of the Company, it may, by resolution of its directors or other governing body or by power or attorney, authorise such Person(s) as it thinks fit to act as its representative(s) at any general meeting of the Company or of any class of shareholders of the Company, provided that, if more than one Person is so authorised, the authorisation shall specify the number and class of shares in respect of which such Person is so authorised. A Person so authorised pursuant to this Article shall be entitled to exercise the same powers on behalf of the recognized clearing house (or its nominee(s)) or depositary (or its nominee(s)) which he represents as that recognized clearing house (or its nominee(s)) or depositary (or its nominee(s)) could exercise if it were an individual Member holding the number and class of shares specified in such authorisation.
20Number of Directors and Chairman
20.1.Subject to Article
21.1, the Board shall consist of such number of Directors as a majority of the Directors then in office may determine from time to time, provided that, unless otherwise determined by the Members acting by Special Resolution, the Board shall consist of at least three (3) Directors and up to twelve (12) Directors. At least: (i) 20% of the total number of Directors; or (ii) two (2), whichever is greater, of the Directors appointed to the Board shall be Independent Directors.
20.2.The Board of Directors shall have a chairman of the Board of Directors elected and appointed by the Directors. The Directors may also elect a vice-chairman of the Board of Directors. The period for which the Chairman and the vice-chairman shall hold office shall also be determined by the Directors. The Chairman shall preside as chairman at every meeting of the Board of Directors at which he is present. Where the Chairman is not present at a meeting of the Board of Directors, the vice-chairman of the Board of Directors (if any) shall act as chairman, or in his absence, the attending Directors may choose one Director to be the chairman of the meeting.
21Appointment, Disqualification and Removal of Directors
21.1.Save as provided in Articles
21.3 and
21.4, Directors shall be elected by an Ordinary Resolution of Members.
21.2.Every Director and officer shall be appointed for a two-year term, unless they resign or their office is vacated earlier, provided, however, that such term shall be extended in the event that no successor has been appointed (in which case such term shall be extended to the date on which such successor has been appointed). Directors are eligible for re-election.
21.3.Any vacancies on the Board arising other than upon the removal of a Director by resolution passed at a general meeting can be filled by the remaining Director(s) (notwithstanding that the remaining Director(s) may constitute fewer than the number of Directors required by Article
20.1 or fewer than is required for a quorum pursuant to Article
28.1). Any such appointment shall be as an interim Director to fill such vacancy until the next annual general meeting of Members (and such appointment shall terminate at the commencement of the annual general meeting) or until the appointment of a new non-interim Director.
21.4.The Company may enter into agreements with one or more Members granting them the right to appoint and remove one or more Directors on such terms as the Directors may determine from time to time. Any Director appointed pursuant to this Article
21.4 may only be removed in accordance with the terms of such agreements and as otherwise set out in these Articles.
21.5.Additions to the existing Board may be made by Ordinary Resolution.
21.6.There is no age limit for Directors of the Company.
21.7.No shareholding qualification shall be required for a Director. A Director who is not a Member shall nevertheless be entitled to receive notice of and to attend and speak at general meetings of the Company.
21.8.While any shares of the Company are admitted to trading on a Designated Stock Exchange, the Board must at all times comply with the residency and citizenship requirements of securities laws of the United States applicable to foreign private issuers and shall at no time have a majority of Directors who are U.S. Persons. Notwithstanding any other provision in these Articles, no appointment or election of a U.S. Person as a Director shall be permitted if such appointment or election would have the effect of creating a majority of Directors who are U.S. Persons, and any such appointment or election shall be disregarded for all purposes.
21.9.Directors may be removed (with or without cause) by Ordinary Resolution of Members. The notice of general meeting must contain a statement of the intention to remove the Director and must be served on the Director not less than ten (10) calendar days before the meeting. The director is entitled to attend the meeting and be heard on the motion for his removal.
21.10.The office of a Director shall be vacated automatically if:
(a)he or she becomes prohibited by law from being a Director;
(b)he or she becomes bankrupt or makes any arrangement or composition with his creditors generally;
(c)he or she dies or is, in the opinion of all his co-Directors, incapable by reason of mental disorder of discharging his duties as Director;
(d)he or she resigns his or her office by notice to the Company; or
(e)he or she is absent without permission of the Directors from three (3) consecutive meetings of Directors and the remaining Directors resolve that his or her office be vacated.
22Alternate Directors
22.1.Any Director (but not an alternate Director) may by writing appoint any other Director, or any other person willing to act, to be an alternate Director and by writing may remove from office an alternate Director so appointed by him.
22.2.An alternate Director shall be entitled to receive notice of all meetings of Directors and of all meetings of committees of Directors of which his appointor is a member, to attend and vote at every such meeting at which the Director appointing him is not personally present, to sign any written resolution of the Directors (in place of his appointor) and generally to perform all the functions of his appointor as a Director in his absence.
22.3.An alternate Director shall cease to be an alternate Director if his appointor ceases to be a Director.
22.4.Any appointment or removal of an alternate Director shall be by written notice to the Company at its registered office, signed by the Director making or revoking the appointment, or in any other manner approved by the Directors.
22.5.Subject to the provisions of these Articles, an alternate Director shall be deemed for all purposes to be a Director and shall alone be responsible for his own acts and defaults and shall not be deemed to be the agent of the Director appointing him.
23Powers of Directors
23.1.Subject to the provisions of the Act, to the Memorandum and the Articles (including Article
23.3), to any directions given by Ordinary Resolution and to the listing rules of any Designated Stock Exchange, the business of the Company shall be managed by the Directors who may exercise all the powers of the Company. No alteration of the Memorandum or Articles and no such direction shall invalidate any prior act of the Directors which would have been valid if that alteration had not been made or that direction had not been given. The powers given by this Article shall not be limited by any special power given to the Directors by the Articles and a meeting of Directors at which a quorum is present may exercise all powers exercisable by the Directors.
23.2.Subject to Article
23.3, the Board may exercise all the powers of the Company to raise capital or borrow money and to mortgage or charge all or any part of the undertaking, property and assets (present and future) and uncalled capital of the Company and, subject to the Act, to issue debentures, bonds and other securities, whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party.
23.3.The Company shall not take any of the following actions without the approval of Members by way of an Ordinary Resolution (unless a Special Resolution is required under the Act):
(a)acquisitions where the issuance of Shares (including Shares issued pursuant to an earn- out provisions or similar type of provision and securities that are convertible, exercisable or exchangeable for Shares) equals 20% or more of the pre-transaction outstanding Shares or aggregate voting power outstanding of the Company;
(b)acquisitions where the issuance of Shares (including Shares issued pursuant to an earn- out provisions or similar type of provision and securities that are convertible, exercisable or exchangeable for Shares) equals 5% or more of the pre-transaction outstanding Shares or aggregate voting power outstanding of the Company when an Officer, Director or Member who beneficially own 5% of the total outstanding Shares or voting power of the Company has a 5% or greater interest in the target or assets to be acquired (or such persons collectively have a 10% or greater interest in the target or assets to be acquired);
(c)transactions, other than a public offering (as defined by the rules of the Designated Stock Exchange), involving the sale, issuance or potential issuance by the Company of Shares (or securities that are convertible, exercisable or exchangeable for Shares), which alone or together with sales by Officers, Directors or Members who beneficially own 5% of the total outstanding Shares or voting power of the Company, equals 20% or more of the Shares or voting power of the Company outstanding before the sale or issuance if such sale or issue price is lower than the closing price (as reported by the Designated Stock Exchange) of the Shares the trading day immediately preceding the signing of the binding agreement in relation to such sale or issue or the average of the closing price (as reported by the Designated Stock Exchange) of the Shares the five trading days immediately preceding the signing of the binding agreement in relation to such sale or issue;
(d)the issuance of Shares (or securities that are convertible, exercisable or exchangeable for Shares) that will result in a change of Control of the Company;
(e)the adoption or material amendment of any Incentive Plan or equity compensation arrangement by the Company other than in circumstances where Member approval would not be necessary pursuant to the rules of the Designated Stock Exchange; and
(f)a merger or spin-off involving the Company, with one or more businesses or entities.
In determining whether or not any of the foregoing actions may require the approval of Members, the Directors shall have regard to the rules of the relevant Designated Stock Exchange and their interpretation.
24Delegation of Directors' Powers
24.1.Subject to these Articles, the Directors shall appoint at least two (2) Persons and up to ten (10) Persons, whether or not a director of the Company, to hold such office in the Company as the Directors may think necessary for the administration of the Company, including without prejudice to the foregoing generality, the offices of chief executive officer, chief operating officer and chief financial officer, one or more vice presidents, managers or controllers, and for such term and at such remuneration (whether by way of salary or commission or participation in profits or partly in one way and partly in another) and with such powers and duties as the Directors may think fit.
24.2.Without limiting the generality of Article
24.1, the Directors may appoint one or more of their body to the office of managing Director or to any other executive office under the Company, and the Company may enter into an agreement or arrangement with any Director for his/her employment, subject to applicable law and any listing rules of the SEC or any Designated Stock Exchange, or for the provision by him of any services outside the scope of the ordinary duties of a Director. Any such appointment, agreement or arrangement may be made upon such terms as the Directors determine and they may remunerate any such Director for his services as they think fit. Any appointment of a Director to an executive office shall terminate automatically if he ceases to be a Director but without prejudice to any claim to damages for breach of the contract of service between the Director and the Company.
24.3.The Directors may, by power of attorney or otherwise, appoint any person to be the agent of the Company for such purposes and on such conditions as they determine, including authority for the agent to delegate all or any of his powers.
24.4.Subject to applicable law and the listing rules of any Designated Stock Exchange, the Directors may delegate any of their powers to any committee (including, without limitation, an Audit Committee, Compensation Committee, Nominating Committee and ESG Committee), consisting of such Director(s) or other person(s) as the Directors thinks fit. They may also delegate to any executive officer or committee of executive officers such of their powers as they consider desirable to be exercised by him or them. Any such delegation may be made subject to any conditions the Directors may impose, and either collaterally with or to the exclusion of its own powers and may be revoked or altered. Subject to any such conditions, the proceedings of a committee with two or more members shall be governed by the provisions of the Articles regulating the proceedings of Directors so far as they are capable of applying. Where a provision of the Articles refers to the exercise of a power, authority or discretion by the Directors and that power, authority or discretion has been delegated by the Directors to a committee, the provision shall be construed as permitting the exercise of the power, authority or discretion by the committee.
24.5.Without limiting the generality of Article
24.4, the Board shall establish a permanent Audit Committee, which shall comprise at least three (3) Persons and up to five (5) Persons, and may establish a Compensation Committee, which shall comprise at least three (3) Persons and up to six (6) Persons, a Nominating Committee, which shall comprise at least three (3) Persons and up to six (6) Persons, and an ESG Committee, which shall comprise at least three (3) Persons and up to seven (7) Persons, and, where such committees are established, the Board may adopt formal written charters for such committees and, if so, shall review and assess the adequacy of such formal written charters on an annual basis. Each of these committees shall be empowered to do all things necessary to exercise the rights of such committee set forth in these Articles and shall have such powers as the Board may delegate pursuant to Article
24.4 and as required by the rules of the Designated Stock Exchange or applicable law. Each of the Audit Committee, the Compensation Committee, the Nominating Committee and the ESG Committee, if established, shall consist of such number of directors as the Board shall from time to time determine (or such minimum number as may be required from time to time by any Designated Stock Exchange). For so long as any class of Shares is listed on a Designated Stock Exchange, the Audit Committee, the Compensation Committee, the Nominating Committee and the ESG Committee shall be made up of such number of Independent Directors as is required from time to time by the rules of the Designated Stock Exchange or otherwise required by applicable law.
24.6.At least one (1) member of the Audit Committee will be an audit committee financial expert as determined by the rules adopted by the Designated Stock Exchange. Such financial expert shall have a special past employment experience in finance or accounting, requisite professional certification in accounting, or any other comparable experience or background which results in the individual’s financial sophistication
25Remuneration and Expenses of Directors
25.1.The Directors shall be entitled to such remuneration as the Board may determine, subject to the Board Compensation Budget, and, unless otherwise determined, the remuneration shall be deemed to accrue from day to day. If established, the Compensation Committee: (i) will assist the Board in reviewing and approving compensation decisions; and (ii) is required to approve the Board Compensation Budget prior to it being presented at the annual general meeting.
25.2.Members of the Audit Committee may be paid annual compensation in the form of a fixed salary in such amount as the Board may determine, subject to the Board Compensation Budget.
25.3.A Director who at the request of the Directors goes or resides outside of the Islands, makes a special journey or performs a special service on behalf of the Company may be paid such reasonable additional remuneration (whether by way of salary, percentage of profits or otherwise) and expenses as the Directors may decide.
25.4.The Directors may be paid all traveling, hotel and other expenses properly incurred by them in connection with their attendance at meetings of Directors or committees of Directors or general meetings or separate meetings of the holders of any class of shares or of debentures of the Company or otherwise in connection with the discharge of their duties.
26Directors' Gratuities and Pensions
The Directors may cause the Company to provide benefits, whether by the payment of gratuities or pensions or by insurance or otherwise, for any existing Director or any Director who has held but no longer holds any executive office or employment with the Company or with any body corporate which is or has been a subsidiary of the Company or a predecessor in business of the Company or of any such subsidiary, and for any member of his family (including a spouse and a former spouse) or any person who is or was dependent on him, and may (as well before as after he ceases to hold such office or employment) contribute to any fund and pay premiums for the purchase or provision of any such benefit.
27Directors' Interests
27.1.Subject to the Act and listing rules of any Designated Stock Exchange, if a Director has disclosed to the other Directors the nature and extent of any direct or indirect interest which the Director has in any transaction or arrangement with the Company, a Director notwithstanding his office:
(a)may be a party to or otherwise interested in any transaction or arrangement with the Company or in which the Company is otherwise interested;
(b)may be a Director or other officer of, or employed by, or a party to any transaction or arrangement with, or otherwise interested in, any body corporate promoted by the Company or in which the Company is otherwise interested; and
(c)shall not by reason of his office be accountable to the Company for any benefit which he derives from any such office or employment or from any such transaction or arrangement or from any interest in any such body corporate and no such transaction or arrangement shall be liable to be avoided on the ground of any such interest or benefit.
27.2.For the purposes of Article
27.1:
(a)a general notice given to the Directors to the effect that (1) a Director is a member or officer of a specified company or firm and is to be regarded as having an interest in any transaction or arrangement which may after the date of the notice be made with that company or firm; or (2) a Director is to be regarded as interested in any transaction or arrangement which may after the date of the notice be made with a specified person who is connected with him or her shall be deemed to be a sufficient disclosure that the Director has an interest of the nature and extent so specified; and
(b)an interest of which a Director has no knowledge and of which it is unreasonable to expect him to have knowledge shall not be treated as an interest of his.
27.3.A Director must disclose any direct or indirect interest in any transaction or arrangement with the Company, and following a declaration being made pursuant to the Articles, a Director may not vote in respect of any such transaction or arrangement in which such Director is interested and shall not be counted in the quorum at such meeting.
27.4.Notwithstanding the foregoing, no “Independent Director” (as defined herein) and with respect of whom the Board has determined constitutes an “Independent Director” for purposes of compliance with applicable law or the Company’s listing requirements, shall without the consent of the Audit Committee take any of the foregoing actions or any other action that would reasonably be likely to affect such Director’s status as an “Independent Director” of the Company.
28Proceedings of Directors
28.1.The quorum for the transaction of the business of the Directors shall be a simple majority of the Directors then in office (subject to there being a minimum of two (2) Directors present). A person who holds office as an alternate Director shall, if his appointor is not present, be counted in the quorum. A Director who also acts as an alternate Director shall, if his appointor is not present, count twice towards the quorum, but one such Director shall not constitute a quorum on his own.
28.2.Subject to the provisions of the Articles, the Directors may regulate their proceedings as they determine is appropriate. Meetings of the Directors shall be held at least once every calendar quarter and shall take place either in Belo Horizonte, Brazil or at such other place, including virtually, as the Directors may determine.
28.3.In addition to the meetings of all Directors required pursuant to Article 28.2, meetings of the Independent Directors shall be held at least once every calendar quarter and shall take place either in Belo Horizonte, Brazil or at such other place, including virtually, as the Independent Directors may determine. The proceedings of such meetings of Independent Directors shall be governed by the provisions of the Articles regulating the proceedings of Directors so far as they are capable of applying.
28.4.Questions arising at any meeting shall be decided by a majority of votes. A Director who is also an alternate Director shall be entitled in the absence of his appointor to a separate vote on behalf of his appointor in addition to his own vote.
28.5.A person may participate in a meeting of the Directors or any committee of Directors by conference telephone or other communications equipment by means of which all the persons participating in the meeting can communicate with each other at the same time. Participation by a person in a meeting in this manner is treated as presence in person at that meeting and is counted in a quorum and entitled to vote.
28.6.A resolution in writing (in one or more counterparts) signed by all the Directors or all the members of a committee of the Directors (an alternate Director being entitled to sign such a resolution on behalf of his appointor and if such alternate Director is also a Director, being entitled to sign such resolution both on behalf of his appointor and in his capacity as a Director) shall be as valid and effective as if it had been passed at a meeting of the Directors, or committee of Directors as the case may be, duly convened and held. Unless otherwise provided by its terms, such a resolution shall be effective from the date and time of the last signature.
28.7.A Director or alternate Director may, and another officer of the Company on the direction of a Director or alternate Director shall, call a meeting of the Directors by at least five (5) clear days’ notice in writing to every Director and alternate Director which notice shall set forth the general nature of the business to be considered unless notice is waived by all the Directors (or their alternates) either at, before or after the meeting is held. To any such notice of a meeting of the Directors all the provisions of the Articles relating to the giving of notices by the Company to the Members shall apply mutatis mutandis.
28.8.Notwithstanding Article 28.5, if all Directors so agree to the meeting, a Director or alternate Director may, or other officer of the Company on the direction of a Director or alternate Director may, call a meeting of the Directors on shorter notice than is provided for in Article 28.5 by notice in writing to every Director and alternate Director which notice shall set forth the general nature of the business to be considered.
28.9.The continuing Directors (or a sole continuing Director, as the case may be) may act notwithstanding any vacancy in their body, but if and so long as their number is reduced below the number fixed by or pursuant to the Articles as the necessary quorum of Directors, the continuing Directors or Director may act for the purpose of increasing the number of Directors to be equal to such fixed number, or of summoning a general meeting of the Company, but for no other purpose.
28.10.All acts done by any meeting of the Directors or of a committee of the Directors (including any person acting as an alternate Director) shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any Director or alternate Director, and/or that they or any of them were disqualified, and/or had vacated their office and/or were not entitled to vote, be as valid as if every such person had been duly appointed and/or not disqualified to be a Director or alternate Director and/or had not vacated their office and/or had been entitled to vote, as the case may be.
28.11.A Director who is present at a meeting of the Directors at which action on any Company matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent from such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Company immediately after the conclusion of the meeting. Such right to dissent shall not apply to a Director who voted in favour of such action.
29Secretary and Other Officers
The Directors may by resolution appoint a Secretary and may by resolution also appoint such other officers as may from time to time be required upon such terms as to the duration of office, remuneration and otherwise as they may think fit PROVIDED THAT, the Directors may only appoint persons as directors of the Company in accordance with Article 21.3. Such Secretary or other officers need not be Directors and in the case of the other officers may be ascribed such titles as the Directors may decide. The Directors may by resolution remove from that position any Secretary or other officer appointed pursuant to this Article.
30Minutes
The Directors shall cause minutes to be made in books kept for the purposes of recording:
(a)all appointments of officers made by the Directors; and
(b)all resolutions and proceedings of meetings of the Company, of the holders of any class of shares in the Company and of the Directors and of committees of Directors, including the names of the Directors present at each such meeting.
31Seal
31.1.The Company may, if the Directors so determine, have a Seal. The Seal shall only be used by the authority of the Directors or of a committee of Directors authorised by the Directors. The Directors may determine who shall sign any instrument to which the Seal is affixed, and unless otherwise so determined every such instrument shall be signed by a Director or by such other person as the Directors may authorise.
31.2.The Company may have for use in any place or places outside the Islands a duplicate Seal or Seals, each of which shall be a reproduction of the Seal of the Company and, if the Directors so determine, shall have added on its face the name of every place where it is to be used.
31.3.The Directors may by resolution determine (i) that any signature required by this Article need not be manual but may be affixed by some other method or system of reproduction or mechanical or electronic signature and/or (ii) that any document may bear a printed reproduction of the Seal in lieu of affixing the Seal thereto.
31.4.No document or deed otherwise duly executed and delivered by or on behalf of the Company shall be regarded as invalid merely because at the date of the delivery of the deed or document, the Director, Secretary or other officer or person who shall have executed the same or affixed the Seal thereto, as the case may be, for and on behalf of the Company shall have ceased to hold such office and authority on behalf of the Company.
32Dividends
32.1.Subject to the provisions of the Act, the Company may by Ordinary Resolution declare dividends (including interim dividends) in accordance with the respective rights of the Members, but no dividend shall exceed the amount recommended by the Directors.
32.2.Subject to the provisions of the Act, the Directors may declare dividends in accordance with the respective rights of the Members and authorise payment of the same out of the funds of the Company lawfully available therefor. If at any time the share capital is divided into different classes of shares, the Directors may pay dividends on shares which confer deferred or non- preferred rights with regard to dividends as well as on shares which confer preferential rights with regard to dividends, but no dividend shall be paid on shares carrying deferred or non-preferred rights if, at the time of payment, any preferential dividend is in arrears. The Directors may also pay at intervals settled by them any dividend payable at a fixed rate if it appears that there are sufficient funds of the Company lawfully available for distribution to justify the payment. Provided the Directors act in good faith they shall not incur any liability to the holders of shares conferring preferred rights for any loss they may suffer by the lawful payment of a dividend on any shares having deferred or non-preferred rights.
32.3.The Directors may, before recommending or declaring any dividend, set aside out of the funds legally available for distribution such sums as they think proper as a reserve or reserves which shall, at the discretion of the Directors, be applicable for meeting contingencies, or for equalising dividends or for any other purpose to which those funds may be properly applied and pending such application may, at the like discretion, either be employed in the business of the Company or be invested in such investments (other than shares in the capital of the Company) as the Directors may from time to time think fit.
32.4.Except as otherwise provided by the rights attached to shares and subject to Article 15, all dividends shall be paid in proportion to the number of shares a Member holds as of the date the dividend is declared; save that (a) if any share is issued on terms providing that it shall rank for dividend as from a particular date, that share shall rank for dividend accordingly; and (b) where the Company has shares in issue which are not fully paid up (as to par value) the Company may pay dividends in proportion to the amount paid up on each share.
32.5.The Directors may deduct from a dividend or other amounts payable to a person in respect of a share any amounts due from him to the Company on account of a call or otherwise in relation to a share.
32.6.Any Ordinary Resolution or Directors’ resolution declaring a dividend may direct that it shall be satisfied wholly or partly by the distribution of assets and, where any difficulty arises in regard to such distribution, the Directors may settle the same and in particular may issue fractional certificates and fix the value for distribution of any assets and may determine that cash shall be paid to any Member upon the footing of the value so fixed in order to adjust the rights of Members and may vest any assets in trustees.
32.7.Any dividend or other moneys payable on or in respect of a share may be paid by cheque sent by post to the registered address of the person entitled or, if two or more persons are the holders of the share or are jointly entitled to it by reason of the death or bankruptcy of the holder, to the registered address of that one of those persons who is first named in the Register of Members or to such person and to such address as the person or persons entitled may in writing direct. Subject to any applicable law or regulations, every cheque shall be made payable to the order of the person or persons entitled or to such other person as the person or persons entitled may in writing direct and payment of the cheque shall be a good discharge to the Company. Any joint holder or other person jointly entitled to a share as aforesaid may give receipts for any dividend or other moneys payable in respect of the share.
32.8.No dividend or other moneys payable in respect of a share shall bear interest against the Company unless otherwise provided by the rights attached to the share.
32.9.Any dividend which has remained unclaimed for six years from the date when it became due for payment shall, if the Directors so resolve, be forfeited and cease to remain owing by the Company.
33Financial Year, Accounting Records and Audit
33.1.Unless the Directors otherwise prescribe, the financial year of the Company shall end on 31 December in each year and, following the year of incorporation, shall begin on 1 January each year.
33.2.The books of account relating to the Company’s affairs shall be kept in such manner as may be determined from time to time by the Directors. The books of account shall be kept at the registered office or at such other place or places as the Directors think fit, and shall always be open to the inspection of the Directors.
33.3.No Member shall be entitled to require discovery of or any information with respect to any detail of the Company’s trading or any matter which is or may be in the nature of a trade secret or secret process which may relate to the conduct of the business of the Company and which in the opinion of the Directors it will be inexpedient in the interests of the Members of the Company to communicate to the public.
33.4.The Directors may from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books and corporate records of the Company or any of them shall be open to the inspection of Members not being Directors, and no Member (not being a Director) shall have any right of inspecting any account or book or document of the Company except as conferred by applicable law, the listing rules of any Designated Stock Exchange or authorised by the Directors.
33.5.Subject to applicable law and to the rules of any Designated Stock Exchange, the accounts relating to the Company’s affairs shall be audited in such manner as may be determined from time to time by the Directors.
33.6.The Directors, having considered the recommendations of the Audit Committee, shall appoint an auditor of the Company who shall hold office until removed from office by a resolution of the Board, and shall fix his or their remuneration.
33.7.Every auditor of the Company shall have a right of access at all times to the books and accounts of the Company and shall be entitled to require from the Directors and officers of the Company such information and explanation as may be necessary for the performance of the duties of the auditors.
34Capitalisation of Profits
34.1.The Directors may:
(a)subject as provided in this Article, resolve to capitalize any undivided profits of the Company not required for paying any preferential dividend (whether or not they are available for distribution) or any sum standing to the credit of the Company’s share premium account or capital redemption reserve;
(b)appropriate the sum resolved to be capitalised to the Members who would have been entitled to it if it were distributed by way of dividend and in the same proportions and apply such sum on their behalf either in or towards paying up the amounts, if any, for the time being unpaid on any shares held by them respectively, or in paying up in full unissued shares or debentures of the Company of a nominal amount equal to such sum, and allot the shares or debentures credited as fully paid to those Members, or as they may direct, in those proportions, or partly in one way and partly in the other, provided that on any such capitalization holders of Class A Common Shares shall receive Class A Common Shares (or rights to acquire Class A Common Shares, as the case may be) and holders of Class B Common Shares shall receive Class B Common Shares (or rights to acquire Class B Common Shares, as the case may be);
(c)resolve that any shares so allotted to any Member in respect of a holding by him of any partly-paid shares rank for dividend, so long as such shares remain partly paid, only to the extent that such partly paid shares rank for dividend;
(d)make such provision by the issue of fractional certificates or by payment in cash or otherwise as they determine in the case of shares or debentures becoming distributable under this Article in fractions; and
(e)authorise any person to enter on behalf of all the Members concerned into an agreement with the Company providing for the allotment to them respectively, credited as fully paid, of any shares or debentures to which they may be entitled upon such capitalization, any agreement made under such authority being binding on all such Members.
35Share Premium Account
35.1.The Directors shall in accordance with Section 34 of the Act establish a share premium account and shall carry to the credit of such account from time to time a sum equal to the amount or value of the premium paid on the issue of any share or capital contributed as described in Article
4.11.
35.2.There shall be debited to any share premium account:
(a)on the redemption or purchase of a share the difference between the nominal value of such share and the redemption or purchase price provided always that at the discretion of the Directors such sum may be paid out of the profits of the Company or, if permitted by Section 37 of the Law, out of capital; and
(b)any other amounts paid out of any share premium account as permitted by Section 34 of the Act.
36Notices
36.1.Except as otherwise provided in these Articles and subject to the rules of any Designated Stock Exchange, any notice or document may be served by the Company or by the Person entitled to give notice to any Member either personally or by posting it airmail or by air courier service in a prepaid letter addressed to such Member at his address as appearing in the Register of Members, or by electronic mail to any electronic mail address such Member may have specified in writing for the purpose of such service of notices, or by advertisement in appropriate newspapers in accordance with the requirements of any Designated Stock Exchange, or by facsimile or by placing it on the Company’s Website. In the case of joint holders of a Share, all notices shall be given to that one of the joint holders whose name stands first in the Register of Members in respect of the joint holding, and notice so given shall be sufficient notice to all the joint holders.
36.2.Notices posted to addresses outside the Cayman Islands shall be forwarded by prepaid airmail.
36.3.Any notice or other document, if served by:
(a)post, shall be deemed to have been served five days after the time when the letter containing the same is posted;
(b)facsimile, shall be deemed to have been served upon production by the transmitting facsimile machine of a report confirming transmission of the facsimile in full to the facsimile number of the recipient;
(c)recognized courier service, shall be deemed to have been served 48 hours after the time when the letter containing the same is delivered to the courier service;
(d)electronic mail, shall be deemed to have been served immediately upon the time of the transmission by electronic mail; or
(e)placing it on the Company’s Website, shall be deemed to have been served one (1) hour after the notice or document is placed on the Company’s Website.
In proving service by post or courier service it shall be sufficient to prove that the letter containing the notice or documents was properly addressed and duly posted or delivered to the courier service.
36.4.A Member present, either in person or by proxy, at any meeting of the Company or of the holders of any class of shares in the Company shall be deemed to have received notice of the meeting, and, where requisite, of the purpose for which it was called.
36.5.Any notice or document delivered or sent by post to or left at the registered address of any Member in accordance with the terms of these Articles shall notwithstanding that such Member be then dead or bankrupt, and whether or not the Company has notice of his death or bankruptcy, be deemed to have been duly served in respect of any Share registered in the name of such Member as sole or joint holder, unless his name shall at the time of the service of the notice or document, have been removed from the Register of Members as the holder of the Share, and such service shall for all purposes be deemed a sufficient service of such notice or document on all Persons interested (whether jointly with or as claiming through or under him) in the Share.
36.6.Notice of every general meeting of the Company shall be given to:
(a)all Members holding Shares with the right to receive notice and who have supplied to the Company an address, facsimile number or email address for the giving of notices to them; and
(b)every Person entitled to a Share in consequence of the death or bankruptcy of a Member, who but for his death or bankruptcy would be entitled to receive notice of the meeting.
No other Person shall be entitled to receive notices of general meetings
37Winding Up
37.1.The Board shall have the power in the name and on behalf of the Company to present a petition to the court for the Company to be wound up.
37.2.If the Company is wound up, the liquidator may, with the sanction of a Special Resolution and any other sanction required by the Act, divide among the Members in specie the whole or any part of the assets of the Company and may, for that purpose, value any assets and determine how the division shall be carried out as between the Members or different classes of Members. The liquidator may, with the like sanction, vest the whole or any part of the assets in trustees upon such trusts for the benefit of the Members as he with the like sanction determines, but no Member shall be compelled to accept any assets upon which there is a liability.
37.3.If the Company shall be wound up and the assets available for distribution amongst the Members as such shall be insufficient to repay the whole of the paid up capital, such assets shall be distributed so that, as nearly as may be, the losses shall be borne by the Members in proportion to the capital paid up, or which ought to have been paid up, at the commencement of the winding up, on the shares held by them respectively. If in a winding up the assets available for distribution amongst the Members shall be more than sufficient to repay the whole of the capital paid up at the commencement of the winding up, the excess shall be distributed pari passu amongst the Members in proportion to the capital paid up at the commencement of the winding up on the shares held by them respectively. This Article is to be without prejudice to the rights of the holders of shares issued upon special terms and conditions.
38Indemnity
38.1.Every Indemnified Person for the time being and from time to time of the Company and the personal representatives of the same shall be indemnified and secured harmless out of the assets and funds of the Company against all actions, proceedings, costs, charges, expenses, losses, damages, liabilities, judgments, fines, settlements and other amounts (including reasonable attorneys’ fees and expenses and amounts paid in settlement and costs of investigation (collectively “Losses”) incurred or sustained by him otherwise than by reason of his own dishonesty, willful default or fraud in or about the conduct of the Company’s business or affairs (including as a result of any mistake of judgment) or in the execution or discharge of his duties, powers, authorities or discretions, including without prejudice to the generality of the foregoing, any Losses incurred by him in defending or investigating (whether successfully or otherwise) any civil, criminal, investigative and administrative proceedings concerning or in any way related to the Company or its affairs in any court whether in the Islands or elsewhere. Such Losses incurred in defending or investigating any such proceeding shall be paid by the Company as they are incurred upon receipt, in each case, of an undertaking by or on behalf of the Indemnified Person to repay such amounts if it is ultimately determined by a non-appealable order of a court of competent jurisdiction that such Indemnified Person is not entitled to indemnification hereunder with respect thereto.
38.2.No such Indemnified Person of the Company and the personal representatives of the same shall be liable (i) for the acts, receipts, neglects, defaults or omissions of any other Director or officer or agent of the Company or (ii) by reason of his having joined in any receipt for money not received by him personally or in any other act to which he was not a direct party for conformity or (iii) for any loss on account of defect of title to any property of the Company or (iv) on account of the insufficiency of any security in or upon which any money of the Company shall be invested or (v) for any loss incurred through any bank, broker or other agent or any other party with whom any of the Company’s property may be deposited or (vi) for any loss, damage or misfortune whatsoever which may happen in or arise from the execution or discharge of the duties, powers, authorities or discretions of his office or in relation thereto or (vii) for any loss occasioned by any negligence, default, breach of duty, breach of trust, error of judgement or oversight on such Person’s part, unless he has acted dishonestly, with willful default or through fraud.
38.3.The Company hereby acknowledges that certain Indemnified Persons may have certain rights to indemnification, advancement of expenses and/or insurance from or against (other than directors’ and officers’ or similar insurance obtained or maintained by or on behalf of the Company or any of its subsidiaries, including any such insurance obtained or maintained pursuant to Article 38.4 hereof) Other Indemnitors. The Company hereby agrees that: (i) it is the indemnitor of first resort (i.e., its obligations to an Indemnified Person are primary and any obligation of any Other Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by such Indemnified Person are secondary); (ii) it shall be required to advance the full amount of expenses incurred by an Indemnified Person and shall be liable for the full amount of all Losses to the extent legally permitted and as required by the terms of these Articles (or any other agreement between the Company and an Indemnified Person) without regard to any rights an Indemnified Person may have against any Other Indemnitors; and (iii) it irrevocably waives, relinquishes and releases any Other Indemnitors from any and all claims against the Other Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by any Other Indemnitors on behalf of an Indemnified Person with respect to any claim for which such Indemnified Person has sought indemnification from the Company shall affect the foregoing, and without prejudice to Article 39 below, Other Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such Indemnified Person against the Company. For the avoidance of doubt, no Person or entity providing Directors’ or officers’ or similar insurance obtained or maintained by or on behalf of the Company or any of its subsidiaries, including any Person providing such insurance obtained or maintained pursuant to Article 38.4 hereof, shall be an Other Indemnitor.
38.4.The Directors may exercise all the powers of the Company to purchase and maintain insurance for the benefit of a Person who is or was (whether or not the Company would have the power to indemnify such Person against such liability under the provisions of this Article 38 or under applicable law): (a) a Director, alternate Director, Secretary or auditor of the Company or of a company which is or was a subsidiary of the Company or in which the Company has or had an interest (whether direct or indirect); or (b) the trustee of a retirement benefits scheme or other trust in which a person referred to in Article 38.1 is or has been interested, indemnifying him against any liability which may lawfully be insured against by the Company.
39Claims Against the Company
Notwithstanding Article
38.3, unless otherwise determined by a majority of the Board, in the event that (i) any Member (the “Claiming Party”) initiates or asserts any claim or counterclaim (“Claim”) or joins, offers substantial assistance to or has a direct financial interest in any Claim against the Company and (ii) the Claiming Party (or the third party that received substantial assistance from the Claiming Party or in whose Claim the Claiming Party had a direct financial interest) does not obtain a judgment on the merits in which the Claiming Party prevails, then each Claiming Party shall, to the fullest extent permissible by law, be obligated jointly and severally to reimburse the Company for all fees, costs and expenses (including, but not limited to, all reasonable attorneys’ fees and other litigation expenses) that the Company may incur in connection with such Claim.
40Untraceable Members
40.1.Without prejudice to the rights of the Company under Article
40.2, the Company may cease sending cheques for dividend entitlements or dividend warrants by post if such cheques or warrants have been left uncashed on two (2) consecutive occasions. However, the Company may exercise the power to cease sending cheques for dividend entitlements or dividend warrants after the first occasion on which such a cheque or warrant is returned undelivered.
40.2.The Company shall have the power to sell, in such manner as the Board thinks fit, any shares of a Member who is untraceable, but no such sale shall be made unless:
(a)all cheques or warrants in respect of dividends of the shares in question, being not less than three (3) in total number, for any sum payable in cash to the holder of such shares in respect of them sent during the relevant period in the manner authorised by the Articles of the Company have remained uncashed;
(b)so far as it is aware at the end of the relevant period, the Company has not at any time during the relevant period received any indication of the existence of the Member who is the holder of such shares or of a person entitled to such shares by death, bankruptcy or operation of law; and
(c)the Company, if so required by the rules governing the listing of shares on the Designated Stock Exchange, has given notice to, and caused advertisement in newspapers to be made in accordance with the requirements of, the Designated Stock Exchange of its intention to sell such shares in the manner required by the Designated Stock Exchange, and a period of three (3) months or such shorter period as may be allowed by the Designated Stock Exchange has elapsed since the date of such advertisement.
For the purposes of the foregoing, the “relevant period” means the period commencing twelve(12) years before the date of publication of the advertisement referred to in this Article
40.2 and ending at the expiry of the period referred to in that paragraph.
40.3.To give effect to any such sale the Board may authorise some person to transfer the said shares and an instrument of transfer signed or otherwise executed by or on behalf of such persons shall be as effective as if it had been executed by the registered holder or the person entitled by transmission to such shares, and the purchaser shall not be bound to see to the application of the purchase money nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings relating to the sale. The net proceeds of the sale will belong to the Company and upon receipt by the Company of such net proceeds it shall become indebted to the former Member for an amount equal to such net proceeds. No trust shall be created in respect of such debt and no interest shall be payable in respect of it and the Company shall not be required to account for any money earned from the net proceeds which may be employed in the business of the Company or as it thinks fit. Any sale under this Article shall be valid and effective notwithstanding that the Member holding the shares sold is dead, bankruptcy or otherwise under any legal disability or incapacity.
41Amendment of Memorandum of Articles
41.1.Subject to the Act, the Company may by Special Resolution change its name or change the provisions of the Memorandum with respect to its objects, powers or any other matter specified therein.
41.2.Subject to the Act and as provided in these Articles, the Company may at any time and from time to time by Special Resolution, alter or amend these Articles in whole or in part.
42Transfer by Way of Continuation
The Company may by Special Resolution resolve to be registered by way of continuation in a jurisdiction outside the Islands or such other jurisdiction in which it is for the time being incorporated, registered or existing. In furtherance of a resolution adopted pursuant to this Article, the Directors may cause an application to be made to the Registrar of Companies to deregister the Company in the Islands or such other jurisdiction in which it is for the time being incorporated, registered or existing and may cause all such further steps as they consider appropriate to be taken to effect the transfer by way of continuation of the Company.
43Mergers and Consolidations
The Company shall have the power to merge or consolidate with one or more other constituent companies (as defined in the Act) upon such terms as the Directors may determine and (to the extent required by the Act) with the approval of a Special Resolution.
EX-2.1
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exhibit21-descriptionofsec.htm
EX-2.1
Document
DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT
As of December 31, 2023, Inter & Co, Inc (“Inter,” the “Company,” “we,” “us,” and “our”) had the following classes of securities registered pursuant to Section 12(b) of the Exchange Act:
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| Class A common shares, par value US$0.0000025 per share |
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INTR |
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The NASDAQ Global Select Market |
Capitalized terms used but not defined herein have the meanings given to them in our annual report on Form 20-F for the fiscal year ended December 31, 2023.
CLASS A COMMON SHARES
The following is a summary of the material provisions of our authorized share capital and our articles of association (the “Articles of Association”). This description does not purport to be complete and is subject to and qualified in its entirety by reference to our Articles of Association, which is incorporated as an exhibit to our most recent annual report on Form 20-F, the Companies Act (As Revised) of the Cayman Islands (the “Companies Act”), and common law of the Cayman Islands. We encourage you to read our Articles of Association, the Companies Act, and applicable provisions of Cayman law for additional information.
General
We were incorporated on January 26, 2021, as a Cayman Islands exempted company with limited liability with the Cayman Islands Registrar of Companies. Our corporate purposes are (i) the business of holding equity participations in other entities and any matters ancillary or incidental thereto; and (ii) any matters necessary for, or ancillary or incidental to, the administration of the Company from time to time.
Share Capital
Our Articles of Association authorize two classes of common shares: Class A common shares, which are entitled to one vote per share and Class B common shares, which are entitled to 10 votes per share and to maintain a proportional ownership and voting interest in the event that additional Class A common shares are issued. Any holder of Class B common shares may convert his or her shares at any time into Class A common shares on a share-for-share basis. The rights of the two classes of common shares are otherwise identical, except as described below. See “—Anti-Takeover Provisions in our Articles of Association—Two Classes of Common Shares.”
As of the date of the annual report, our total authorized share capital will be US$50,000, divided into 20,000,000,000 shares with a par value of US$0.0000025 each, of which:
•10,000,000,000 shares are designated as Class A common shares; • 5,000,000,000 shares are designated as Class B common shares; and
•5,000,000,000 shares are undesignated.
As of December 31, 2023, our authorized share capital was US$50,000 divided into 20,000,000,000 shares of par value of US$0.0000025 each, of which 285,153,435 Class A Shares of par value of US$0.0000025 each and 117,037,105 Class B Shares of par value of US$0.0000025 each were issued and outstanding.
Our Class A common shares are listed on the Nasdaq Global Select Market, or Nasdaq, under the symbol “INTR.”
At our shareholders meeting held on April 28, 2023, our shareholders approved a share capital increase and consolidation, to take effect from such date as our board determines to implement the share capital change. However, our board of directors have since determined not to implement the share capital increase and consolidation.
Treasury Stock
As of the date of this annual report, we have no shares in treasury.
Issuance of Shares
Except as expressly provided in our Articles of Association, our board of directors has general and unconditional authority to allot, grant options over, offer or otherwise deal with or dispose of any unissued shares in the company’s capital without the approval of our shareholders (whether forming part of the original or any increased share capital), either at a premium or at par, with or without preferred, deferred or other special rights or restrictions, whether in regard to dividend, voting, return of capital or otherwise and to such persons, on such terms and conditions, and at such times as the directors may decide, but so that no share shall be issued at a discount, except in accordance with the provisions of the Companies Act.
We will not issue bearer shares.
Our Articles of Association provide that at any time that there are Class A common shares in issue, additional Class B common shares may only be issued pursuant to (1) a share split, subdivision of shares or similar transaction or where a dividend or other distribution is paid by the issue of shares or rights to acquire shares or following capitalization of profits; (2) a merger, consolidation, or other business combination involving the issuance of Class B common shares as full or partial consideration; or (3) an issuance of Class A common shares, whereby holders of the Class B common shares are entitled to purchase a number of Class B common shares that would allow them to maintain their proportional ownership and voting interests in us (following our offer to each holder of Class B common shares to issue to such holder, upon the same economic terms and at the same price, such number of Class B common shares as would ensure such holder may maintain a proportional ownership and voting interest in us pursuant to our Articles of Association).
In light of: (a) the above provisions; and (b) the ten-to-one voting ratio between our Class B common shares and Class A common shares, holders of Class B common shares will in many situations continue to maintain control of all matters requiring shareholder approval. This concentration of ownership and voting power will limit or preclude your ability to influence corporate matters for the foreseeable future. For more information, see “—Preemptive or Similar Rights.”
Distributions
Dividends and Capitalization of Profits
We have not adopted a dividend policy with respect to payments of any future dividend. Our Board has decided that it is not necessary to adopt a dividend policy because all of the rules governing dividends are set out in our Articles of Association an the Companies Act. Subject to the Companies Act, our shareholders may, by ordinary resolution (requiring the affirmative vote of a simple majority of those shareholders attending and voting in person or by proxy at a quorate general meeting), declare dividends (including interim dividends) to be paid to shareholders but no dividend shall be declared in excess of the amount recommended by the board of directors. Our board of directors may also declare dividends. Dividends may be declared and paid out of funds lawfully available to us. Except as otherwise provided by the rights attached to shares and our Articles of Association, all dividends shall be paid in proportion to the number of Class A common shares or Class B common shares a shareholder holds at the date the dividend is declared (or such other date as may be set as a record date); in each case other than: (1) any other share class with preference over Class A common shares and Class B common shares eventually created, and (2) the partial payment of dividends to shares that are not fully paid up (as to par value).
The holders of Class A common shares and Class B common shares shall be entitled to share equally in any dividends that may be declared in respect of our common shares from time to time. In the event that a dividend is paid in the form of Class A common shares or Class B common shares, or rights to acquire Class A common shares or Class B common shares, (1) the holders of Class A common shares shall receive Class A common shares, or rights to acquire Class A common shares, as the case may be and (2) the holders of Class B common shares shall receive Class B common shares, or rights to acquire Class B common shares, as the case may be.
Certain Cayman Islands Legal Requirements Related to Dividends
Under the Companies Act and our Articles of Association, a Cayman Islands company may pay a dividend out of either its profit or share premium account, but a dividend may not be paid if this would result in the company being unable to pay its debts as they fall due in the ordinary course of business. According to our Articles of Association, dividends can be declared and paid out of funds lawfully available to us, which include the share premium account. Dividends, if any, would be paid in proportion to the number of common shares a shareholder holds.
Certain Brazilian Legal Requirements Related to Dividends
Our ability to pay dividends is subject to positive and distributable net results from our Brazilian subsidiaries. Our Brazilian subsidiaries are required to distribute a mandatory minimum dividend amount equivalent either to the minimum mandatory dividend established in the Brazilian Corporations Law, including in the form of interest on equity, in the case of subsidiaries incorporated as sociedades anônimas, or the minimal dividend distribution established in the contratos sociais, in the case of subsidiaries incorporated as sociedades limitadas, subject to certain limited exceptions. In addition, if, for any legal reasons due to new laws or bilateral agreements between countries, our Brazilian subsidiaries are unable to pay dividends to Cayman Islands companies, or if a Cayman Islands company becomes incapable of receiving them, we may not be able to make any dividend payments in the future.
Voting Rights
A holder of a Class B common share is entitled, in respect of such share, to 10 votes per share, while a holder of a Class A common share is entitled, in respect of such share, to one vote per share. The holders of Class A common shares and Class B common shares vote together as a single class on all matters (including the appointment of directors) submitted to a vote of shareholders, except as provided below and as otherwise required by law.
Our Articles of Association provide as follows regarding the respective rights of holders of Class A common shares and Class B common shares:
•separate class consents from the holders of Class A common shares and Class B common shares, as applicable, shall be required for any variation to the rights attached to their respective class of shares; however, the Directors may treat the two classes of shares as forming one class if they consider that both such classes would be affected in the same way by a proposal;
•the rights conferred on holders of Class A common shares shall not be deemed to be varied by the creation or issuance of additional Class B common shares; and the rights conferred on holders of Class B common shares shall not be deemed to be varied by the creation or issuance of additional Class A common shares; and
•the rights attaching to the Class A common shares and the Class B common shares shall not be deemed to be varied by the creation or issuance of further shares ranking pari passu therewith, by the redemption or purchase of any shares of any class us, the cancellation of authorised but unissued shares of that class or the creation or issuance of shares with preferred or other rights, including, without limitation, shares with enhanced or weighted voting rights.
As set forth in our Articles of Association, our board of directors has authority to increase or decrease the number of shares comprising any such class or series (but not below the number of shares of any class or series of shares then outstanding) without the approval of the holders of Class A common shares and Class B common shares. However, our authorized share capital may only be increased by way of an “ordinary resolution,” which is defined in the Articles of Association as being a resolution (1) of a duly constituted general meeting passed by a simple majority of the votes cast by, or on behalf of, the shareholders entitled to vote present in person or by proxy and voting at the meeting; or (2) approved in writing by all of the shareholders entitled to vote at a general meeting in one or more instruments each signed by one or more of the shareholders and the effective date of the resolution so adopted shall be the date on which the instrument, or the last of such instruments, if more than one, is executed.
Preemptive or Similar Rights
The Class B common shares are entitled to maintain a proportional ownership and voting interest in the event that additional Class A common shares are issued. As such, except for certain exceptions, if we intend to issue Class A common shares, we must first make an offer to each holder of Class B common shares to issue to such holder on the same economic terms such number of Class B common shares as would ensure that the proportion in nominal value of the issued common shares held by such holder as Class B common shares after the issuance of such Class A common shares will be as nearly as practicable equal to the proportion in nominal value of the issued common shares held by such holder as Class B common shares before the said issuance. This right to maintain a proportional ownership interest does not apply in circumstances where fractional entitlements are rounded or otherwise settled or sold at the discretion of our board of directors or the making of an offer to a holder of Class B common shares would in the view of our board of directors pose legal or practical problems in or under the laws or securities rules of any territory or the requirements of any regulatory body or stock exchange such that our board of directors considers it necessary or expedient in the interests of the Company to exclude such holder from the offer and the holders of two-thirds of the Class B common shares may consent in writing to our board of directors issuing Class A common shares for cash without such offer being made. In addition, pursuant to our Articles of Association, preemptive rights will be deemed waived to the extent a holder of Class B common shares does not exercise such rights within the time period stated in the offer made by us to such holder of Class B common shares, which period must be at least 30 days beginning on the date the offer is deemed received by such holder.
Conversion Rights
Each Class B common share may be converted into one Class A common share (i) upon delivery by the holder of such Class B common share of a notice to Inter & Co, at its registered office, in the form described in our Articles of Association to effect a conversion of such Class B common share, or (ii) automatically upon any transfer of such Class B common share, whether or not for value, except for certain limited transfers described in our Articles of Association. Such transfers include transfers to affiliates, one or more trustees of a trust established for the benefit of the shareholder or their affiliates, and partnerships, corporations and other entities owned or controlled by the shareholder or their affiliates, as well as to a non-affiliate transferee that agrees in writing with us to make a tender offer or exchange offer to all holders of Class A common shares, pursuant to the tag-along rights contained in the Articles of Association as described in “―Transfer of Shares―Tag Along.”
Upon conversion of Class B common shares into Class A common shares, the resulting Class A common shares may be transferred, subject to any restrictions under applicable law.
As set forth in Inter & Co’s Articles of Association, each Class B common share will convert automatically into one Class A common share and no Class B common shares will be issued thereafter if, at any time, the total number of votes of the outstanding Class B common shares represents less than 10% of the voting share rights of the Company. Additionally, the holders of a majority of the then outstanding Class B common shares have the right to require that all outstanding Class B common shares be converted.
Equal Status
Except as expressly provided in our Articles of Association, Class A common shares and Class B common shares have the same rights and privileges and rank equally, share ratably and are identical in all respects as to all matters. In the event of any: (1) merger, consolidation, scheme, arrangement or other business combination requiring the approval of our shareholders entitled to vote thereon (whether or not we are the surviving entity), (2) tender or exchange offer to acquire any Class A common shares or Class B common shares by any third party pursuant to an agreement to which we are a party, or (3) tender or exchange offer by us to acquire any Class A common shares or Class B common shares, in each such case the holders of Class A common shares shall have the right to receive, or the right to elect to receive, the same form of consideration (as shall be adjusted, in the case of share or equivalent consideration, by the directors so as to account for the different economic and voting rights that exist or may exist between such consideration and the share classes) as the holders of Class B common shares, and (except as foresaid) the holders of Class A common shares shall have the right to receive, or the right to elect to receive, at least the same amount of consideration on a per share basis as the holders of Class B common shares.
Record Dates
For the purpose of determining shareholders entitled to notice of, or to vote at any general meeting of shareholders or any adjournment thereof, or shareholders entitled to receive dividend or other distribution payments, or in order to make a determination of shareholders for any other purpose, our board of directors may set a record date which shall not exceed 40 days prior to the date where the determination will be made.
General Meetings of Shareholders
As a condition of admission to a general meeting, a shareholder must be duly registered as a shareholder at the applicable record date for that meeting and, in order to vote, all calls or installments then payable by such shareholder to us in respect of the shares that such shareholder holds must have been paid.
Subject to any special rights or restrictions as to voting then attached to any shares, at any general meeting every shareholder who is present in person or by proxy (or, in the case of a shareholder being a corporation, by its duly authorized representative not being himself or herself a shareholder entitled to vote) shall have one vote per Class A common share and 10 votes per Class B common share.
As a Cayman Islands exempted company, we are not obliged by the Companies Act to call annual general meetings; however, our Articles of Association provide that in each year Inter & Co will hold an annual general meeting of shareholders, within the first four months following the end of its fiscal year. For the annual general meeting of shareholders, the agenda shall be set by our board of directors and will include, among other things, the presentation of the annual accounts and the report of the directors (if any) and the aggregate compensation to be paid to its directors and officers.
Also, we may, but are not required to (unless required by the laws of the Cayman Islands), hold other general meetings during the year.
General meetings of shareholders are generally expected to take place in Belo Horizonte, Brazil, but may be held elsewhere, including virtually, if the directors so decide.
Subject to regulatory requirements, the annual general meeting and any extraordinary general meetings must be called by not less than 21 clear days’ notice prior tothe relevant shareholders meeting and convened by a notice discussed below. Alternatively, upon the prior consent of all holders entitled to receive notice that meeting may be convened by a shorter notice and in a manner deemed appropriate by those holders.
We will give notice of each general meeting of shareholders by publication on our website and in any other manner that it may be required to follow in order to comply with Cayman Islands law, Nasdaq and SEC requirements. The holders of registered shares may be given notice of a general meeting by means of letters sent to the addresses of those shareholders as registered in our shareholders’ register, or, subject to certain statutory requirements, by electronic means.
Holders whose shares are registered in the name of DTC or its nominee, which we expect will be the case for all holders of Class A common shares, will not be deemed to be shareholders or members of Inter & Co and must rely on the procedures of DTC regarding notice of general meetings and the exercise of rights of a holder of the Class A common shares.
A quorum for a general meeting consists of any one or more persons holding or representing by proxy not less than one-fourth of aggregate of the voting power of all shares in issue and entitled to vote upon the business to be transacted. If a quorum is not present within half an hour from the time appointed for the meeting to commence or if during such a meeting a quorum ceases to be present, a second meeting may be called with at least eight days’ notice to shareholders specifying the place, the day and the hour of the second meeting, as the Directors may determine, and if at the second meeting a quorum is not present within half an hour from the time appointed for the meeting to commence, the shareholders present shall be a quorum. In respect of a separate class meeting (other than an adjourned meeting) convened to sanction the modification of class rights, the necessary quorum is persons holding or representing by proxy not less than two-thirds of the issued Inter & Co shares of the applicable class.
A resolution put to a vote at a general meeting shall be decided on a poll. Generally speaking, an ordinary resolution to be passed by the shareholders at a general meeting requires the affirmative vote of a simple majority of the votes cast by, or on behalf of, the shareholders entitled to vote, present in person or by proxy and voting at a quorate general meeting and a special resolution requires the affirmative vote of at least a two-thirds majority of the votes cast by, or on behalf of, the shareholders entitled to vote, present in person or by proxy and voting at a quorate general meeting. Both ordinary resolutions and special resolutions may also be passed by a unanimous written resolution signed by all the shareholders of our Company, as permitted by the Companies Act and our Articles of Association.
Pursuant to our Articles of Association, general meetings of shareholders are to be chaired by any person appointed by our board of directors, and in the event that the directors do not appoint any person, the chairman of our board of directors or in his absence the vice-chairman of the board of directors. If the chairman or vice-chairman of our board of directors is absent, the directors present at the meeting shall appoint one of them to be chairman of the general meeting. If neither the chairman, nor the vicechairman, nor another director is present at the general meeting within 15 minutes after the time appointed for holding the meeting, the shareholders present in person or by proxy and entitled to vote may elect any one of the shareholders to be chairman. The order of business at each meeting shall be determined by the chairman of the meeting, and he or she shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts and things as are necessary or desirable for the proper conduct of the meeting, including, without limitation, the establishment of procedures for the maintenance of order and safety, limitations on the time allotted to questions or comments on the affairs of Inter & Co, restrictions on entry to such meeting after the time prescribed for the commencement thereof, and the opening and closing of the polls.
In addition to the matters required to be approved by shareholders by Cayman Islands law, our Articles of Association provide that the following matters shall be approved by ordinary resolution (requiring the affirmative vote of a simple majority of those shareholders attending and voting in person or by proxy at a quorate general meeting), unless the Companies Act requires a special resolution (requiring the affirmative vote of at least a two-thirds majority of those shareholders attending and voting in present or by proxy at a quorate general meeting):
•acquisitions where the issuance of Inter & Co shares (including shares issued pursuant to an earn-out provisions or similar type of provision and securities that are convertible, exercisable or exchangeable for Inter & Co shares) equals 20% or more of the pre-transaction outstanding shares or aggregate voting power outstanding of Inter & Co;
•acquisitions where the issuance of Inter & Co shares (including shares issued pursuant to an earn-out provisions or similar type of provision and securities that are convertible, exercisable or exchangeable for shares) equals 5% or more of the pre-transaction outstanding shares or aggregate voting power outstanding of Inter & Co when an officer, director or shareholder who beneficially own 5% of the total outstanding Shares or voting power of Inter & Co has a 5% or greater interest in the target or assets to be acquired (or such persons collectively have a 10% or greater interest in the target or assets to be acquired);
•transactions, other than a public offering, involving the sale, issuance or potential issuance by Inter & Co of Inter & Co shares (or securities that are convertible, exercisable or exchangeable for such shares), which alone or together with sales by officers, directors or shareholders who beneficially own 5% of the total outstanding shares or voting power of Inter & Co, equals 20% or more of the shares or voting power of the Company outstanding before the sale or issuance if such sale or issue price is lower than the closing price of Inter & Co shares the trading day immediately preceding the signing of the binding agreement in relation to such sale or issue or the average of the closing price of the shares the five trading days immediately preceding the signing of the binding agreement in relation to such sale or issue;
•the issuance of Inter & Co shares (or securities that are convertible, exercisable or exchangeable for shares) that will result in a change of control of Inter & Co;
•the adoption or material amendment of any incentive plan or equity compensation arrangement by Inter & Co other than in circumstances where shareholder approval would not be necessary pursuant to Nasdaq rules; and
•a merger or spin-off involving Inter & Co, with one or more businesses or entities.
Liquidation Rights
If we are voluntarily wound up, the liquidator, after taking into account and giving effect to the rights of preferred and secured creditors and to any agreement between us and any creditors that the claims of such creditors shall be subordinated or otherwise deferred to the claims of any other creditors and to any contractual rights of set-off or netting of claims between us and any person or persons (including without limitation any bilateral or any multi-lateral set-off or netting arrangements between us and any person or persons) and subject to any agreement between us and any person or persons to waive or limit the same, shall apply our property in satisfaction of its liabilities pari passu and subject thereto shall distribute the property amongst the shareholders according to their rights and interests in us.
Changes to Capital
Pursuant to the Articles of Association, we may from time to time by ordinary resolution (requiring the affirmative vote of a simple majority of those shareholders attending and voting in person or by proxy at a quorate general meeting):
•increase our authorized share capital by such sum, to be divided into shares of such amount, as the resolution shall prescribe;
•consolidate and divide all or any of our share capital into shares of a larger amount than its existing shares;
•convert all or any of our paid-up shares into stock and reconvert that stock into paid-up shares of any denomination;
•subdivide our existing shares or any of them into shares of a smaller amount, provided that in the subdivision the proportion between the amount paid and the amount, if any, unpaid on each reduced share shall be the same as it was in the case of the share from which the reduced share is derived; or
•cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person and diminish the amount of our share capital by the amount of the shares so cancelled.
Our shareholders may by special resolution (requiring the affirmative vote of at least a two-thirds majority of those shareholders attending and voting in person or by proxy at a quorate general meeting), subject to confirmation by the Grand Court of the Cayman Islands on an application by Inter & Co for an order confirming such reduction, reduce our share capital or any capital redemption reserve in any manner permitted by law.
In addition, subject to the provisions of the Companies Act and our Articles of Association, we may:
•issue shares on terms that they are to be redeemed or are liable to be redeemed; • purchase our own shares (including any redeemable shares); and
•make a payment in respect of the redemption or purchase of its own shares in any manner authorized by the Companies Act, including out of our own capital.
Transfer of Shares
Class A common shares
Subject to any applicable restrictions set forth in the Articles of Association or applicable law, any of our shareholders may transfer all or any of his or her Class A common shares by an instrument of transfer in the usual or common form or in the form prescribed by Nasdaq or any other form approved by our board of directors.
Our Class A common shares are traded on Nasdaq in book-entry form and may be transferred in accordance with our Articles of Association and Nasdaq’s rules and regulations.
Class B common shares
Each Class B common share will be converted into one Class A common share automatically upon any transfer of such Class B common share, whether or not for value, except for certain limited transfers described in our Articles of Association. Upon conversion of Class B common shares into Class A common shares, the resulting Class A common shares may be transferred, subject to any restrictions under applicable law.
Tag-along
Our Articles of Association provide that, subject to certain exceptions, if, in one or a series of transactions, (i) the controlling shareholder transfers Common Shares (as defined in our Articles of Association) representing our Voting Control (as defined in our Articles of Association) to a person or group of persons acting in concert, or (ii) the controlling shareholder transfers all or part of its Common Shares to a person or group of persons acting in concert and such a person or group of persons obtain Voting Control within 12 months from the acquisition of the controlling shareholder’s Common Shares or from the receipt of payment by the controlling shareholder (such person or group of persons acting in concert described in (i) or (ii), the “new controlling shareholder”), then the new controlling shareholder shall make a tender offer or exchange offer (the “Offer”) to all holders of Class A common shares, pursuant to which the holders of Class A common shares shall have the right to elect to receive a price for each Class A common share equivalent to the weighted average price per share paid by the new controlling shareholder for the acquisition of Common Shares from the controlling shareholder during the 12-month period prior to the acquisition of Voting Control by the new controlling shareholder.
The new controlling shareholder shall commence the Offer within 30 days after the consummation acquisition of Voting Control; provided that if any filing with or approval by the SEC or other securities regulator or stock exchange is required under any applicable law in connection with such Offer, the new controlling shareholder shall make such applicable filings or seek such approval within 30 days after acquisition of Voting Control of the Company and procure that the Offer is commenced as soon as reasonably practicable thereafter.
Notwithstanding anything to the contrary herein, the obligation to make an Offer shall not apply:
•if the transfer of Voting Control or the transfer of all or part of the controlling shareholder’s Common Shares occurs as a result of (i) a public offering, (ii) a business combination, (iii) a tender offer or exchange offer conducted by a third party and addressed to all holders of Class A common shares, or (iv) open market transactions at the stock exchange;
•in connection with any transfer to Affiliates, heirs or successors of the controlling shareholder;
•in connection with any transfer to one or more trustees of a trust established for the benefit of the controlling shareholder or an affiliate of the controlling shareholder;
•in connection with any transfer to a partnership, corporation or other entity exclusively owned or controlled by the controlling shareholder or an affiliate of the controlling shareholder; or
•in connection with any transfer to organizations that are exempt from taxation under Section 501(3)(c) of the United States Internal Revenue Code of 1986, as amended (or any successor thereto).
For the purposes of the tag along rights, “controlling shareholder” means a shareholder or group of shareholders holding the Voting Control and “Voting Control” means the ownership, directly or indirectly, of shares possessing more than fifty per cent (50%) of the voting power of the Company.
Share Repurchase
The Companies Act and our Articles of Association permit us to purchase our own shares, subject to certain restrictions. The board of directors may only exercise this power on behalf us, subject to the Companies Act, our Articles of Association and to any applicable requirements imposed from time to time by the SEC; or the applicable stock exchange on which our securities are listed, including Nasdaq.
Appointment of Members of the Board of Directors
We are managed by our board of directors. Our Articles of Association provide that the board of directors will be composed of such number of directors as a majority of directors in office may determine, provided that unless otherwise determined by our shareholders by special resolution, our board of directors shall consist of at least three and up to twelve director. Our Articles of Association do not include a mandatory retirement age. Our Articles of Association also allow additional directors to be appointed through ordinary resolution. Our Articles of Association provide that our board of directors must include at least 20% of the total number of directors or two directors (whichever is greater) which are independent directors.
Shareholders appoint directors through ordinary resolution, which requires the affirmative vote of a simple majority of those shareholders attending and voting in person or by proxy at a quorate general meeting. Each director shall be appointed for a two- year term, unless they resign or their office is vacated earlier, provided, however, that such term shall be extended beyond two years in the event that no successor has been appointed (in which case such term shall be extended to the date on which such successor has been appointed).
We may also enter into agreements with one or more shareholders granting them the right to appoint and remove one or more directors on such terms as our board of directors may determine from time to time, and such directors may only be removed in accordance with the terms of such agreements and as otherwise set out in our Articles of Association. We have entered into such agreements with Softbank, which provides Softbank with the right to appoint one director to our board of directors for so long as Softbank holds at least 5% of our issued share capital.1
Rights of Non-Resident or Foreign Shareholders
There are no limitations imposed by our Articles of Association on the rights of non-resident or foreign shareholders to hold or exercise voting rights of our shares. In addition, there are no provisions in our Articles of Association governing the ownership threshold above which shareholder ownership must be disclosed.
Anti-Takeover Provisions in the Articles of Association
Some provisions of our Articles of Association may discourage, delay or prevent a change in control or management that shareholders may consider favorable. In particular, our capital structure concentrates ownership of voting rights in the hands of holders of Class B common shares. These provisions, which are summarized below, are expected to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control to first negotiate with our board of directors. However, these provisions could also have the effect of discouraging others from attempting hostile takeovers and, as a consequence, they may also inhibit temporary fluctuations in the market price of the Class A common shares that often result from actual or rumored hostile takeover attempts. These provisions may also have the effect of preventing changes in our management. It is possible that these provisions could make it more difficult to accomplish transactions that shareholders may otherwise deem to be in their best interests.
Two Classes of Common Shares
Our Class B common shares are entitled to 10 votes per share, while the Class A common shares are entitled to one vote per share. Since our controlling shareholder owns all of the Class B common shares, they have the ability to elect a majority of the directors and to determine the outcome of most matters submitted for a vote of shareholders. This concentrated voting control could discourage others from initiating any potential merger, takeover, or other change of control transaction that other shareholders may view as beneficial.
So long as the controlling shareholder has the ability to determine the outcome of most matters submitted to a vote of shareholders, third parties may be deterred in their willingness to make an unsolicited merger, takeover, or other change of control proposal, or to engage in a proxy contest for the appointment of directors. As a result, the fact that we have two classes of common shares may have the effect of depriving you as a holder of Class A common shares of an opportunity to sell Class A common shares at a premium over prevailing market prices and make it more difficult to replace our directors and management.
Preferred Shares
Our board of directors is given wide powers to issue one or more classes or series of shares with preferred rights. Such preferences may include, for example, dividend rights, conversion rights, redemption privileges, enhanced voting powers and liquidation preferences.
Despite the anti-takeover provisions described above, under Cayman Islands law, our board of directors may only exercise the rights and powers granted to them under the Articles of Association and the Companies Act, for what they believe in good faith to be in our best interests.
1 Maples Note: Inter to confirm is this agreement is still in place. If so, a similar disclosure should be included in the relevant section of the Form 20F.
Protection of Non-Controlling Shareholders
The Grand Court of the Cayman Islands may, on the application of shareholders holding not less than one fifth of our shares in issue, appoint an inspector to examine our affairs and report thereon in a manner as the Grand Court shall direct.
Subject to the provisions of the Companies Act, any shareholder may petition the Grand Court of the Cayman Islands which may make a winding up order, if the court is of the opinion that this winding up is just and equitable.
Notwithstanding the U.S. securities laws and regulations that are applicable to us, general corporate claims against us by our shareholders must, as a general rule, be based on the general laws of contract or tort applicable in the Cayman Islands or their individual rights as shareholders as established by our Articles of Association.
The Cayman Islands courts ordinarily would be expected to follow English case law precedents, which permit a minority shareholder to commence a representative action against us, or derivative actions in our name, to challenge (1) an act which is ultra vires or illegal; (2) an act which constitutes a fraud against the minority and the wrongdoers themselves are control shareholders; and (3) an irregularity in the passing of a resolution that requires a qualified (or special) majority.
EX-4.1
5
exhibit41-interco_indemnit.htm
EX-4.1
Document
This Indemnity Agreement is made on [●].
Between:
Inter&Co, Inc., a Cayman Islands exempted company with limited liability (the "Company"); and
[ ], a director/officer of the Company (the "Indemnitee").
Whereas:
(A)The Indemnitee serves as a member of the Board of Directors of the Company since [ ];
(B)The Indemnitee performs valuable services to the Company;
(C)The substantial increase in corporate litigation subjects directors and officers to expensive litigation risks at the same time that the availability of directors’ and officers’ liability insurance has been severely limited;
(D)It is a condition to the appointment of the Indemnitee as a member of the Board of Directors of the Company that the Company indemnify the Indemnitee so as to provide him with the maximum possible protection permitted by law;
(E)The Company wishes to indemnify the Indemnitee on the terms of this Agreement.
Now it is agreed as follows:
1.Definitions
1.1.In this Agreement the following capitalised words and expressions shall have the following meanings:
(a)the term "Proceeding" shall include any threatened, pending or completed action, suit, arbitration, alternative dispute resolution mechanism, investigation, inquiry, administrative hearing or proceeding, whether brought by or in the right of the Company or any of its subsidiaries, or otherwise and whether of a civil, criminal, administrative or investigative nature, including any appeal therefrom, and the term "decided in a Proceeding" shall mean a decision by a court, arbitrator(s), hearing officer or other judicial agent having the requisite legal authority to make such a decision, which decision has become final and from which no appeal or other review proceeding is permissible;
(b)the term "Expenses" shall include, but is not limited to, all damages, judgments, fines, awards, amounts paid in settlement by or on behalf of the Indemnitee, expenses of investigations, judicial or administrative proceedings or appeals, reasonable attorney’s fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees and disbursements and any expenses of establishing a right to indemnification under this Agreement, including the gross-up of any taxes which may be due by the Indemnitee as a result of the indemnification or reimbursement of the Expenses, so that the Indemnitee shall receive the net value of the Expenses; and
(c)the terms "Director" and "Director of the Company" shall include the Indemnitee’s service at the request of the Company as a director, officer, employee, agent or member of a committee of another corporation, company, partnership, joint venture, trust or other enterprise as well as a director or officer of the Company.
2.Indemnity of Director
2.1.The Company hereby agrees to indemnify and hold harmless the Indemnitee in respect of any claim or claims made against him in a Proceeding by reason of the fact that she is or has been a Director of the Company and to (i) pay on behalf of the Indemnitee all Expenses actually and reasonably incurred by the Indemnitee, (ii) offer on behalf of the Indemnitee the guarantees necessary for the defense of any Proceeding, and (iii) offer the proceeds or guarantees necessary to fully and promptly release liens, pledges, seizures of assets, freezing of bank accounts or any other personal constriction, unless:
(a)such payment is prohibited by applicable law;
(b)such payment is actually made to the Indemnitee under an insurance policy, except in respect of any excess beyond the amount of payment under such insurance;
(c)the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement;
(d)such payment would result in the Indemnitee gaining any personal profit or advantage to which she was not legally entitled;
(e)such payment is brought about or contributed to by the dishonesty, willful default or fraud of the Indemnitee seeking payment hereunder; however, notwithstanding the foregoing, the Indemnitee shall be indemnified under this Agreement as to any claims upon which suit may be brought against him by reason of any alleged dishonesty on him part, unless it shall be decided in a Proceeding that she committed acts of active and deliberate dishonesty with actual dishonest purpose and intent, and which acts were material to the cause of action so adjudicated;
(f)the Indemnitee enters into, including, but not limited to, a transaction, bargain or agreement with respect to the claim, without the prior written consent of the Company;
(g)the Indemnitee adopts any conduct that may prejudice the defense of the claim, including, but not limited to, failing to (i) provide information of which she was aware or documents to which she had access to, (ii) appropriately participate of hearings, or (iii) in any other manner, cooperate with the defense of the claim.
3.Advance Payment of Expenses
3.1.Expenses incurred by the Indemnitee in defending a claim against him in a Proceeding shall be paid by the Company as incurred and in advance of the final disposition of such Proceeding.
3.2.The Indemnitee hereby agrees and undertakes to repay such amounts advanced by the Company if it shall be decided in a Proceeding that she is not entitled to be indemnified by the Company pursuant to this Agreement or otherwise.
3.3.If a claim under this Agreement is not paid by the Company, or on its behalf, within thirty (30) days after a written claim has been received by the Company, the Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim and if successful in whole or in part, the Indemnitee shall also be entitled to be paid the Expenses of prosecuting such claim.
4.Defense of Proceedings
4.1.The Indemnitee shall give the Company written notice of a Proceeding within 5 (five) days of receipt by the Indemnitee of such Proceeding claim notice, or in shorter term, if necessary to allow the regular defense, together with a copy of any and all documents served with respect to such Proceeding.
4.2.The Company will select a counsel of its choice for the defense of the Proceeding, to be approved by the Indemnitee. If the Indemnitee does not approve the counsel selected by the Company, the Indemnitee shall promptly select one counsel from a list of three additional counsels presented by the Company.
4.3.If the Company fails to provide counsel or a list of counsels to the Indemnitee as established in Section 4.2 above, the Indemnitee shall have the right to select counsel of his choice, in which case the Company shall continue responsible for the obligations under this Agreement, including cooperating with the defense to the extent applicable.
4.4.Both the Indemnitee and the Company, as applicable, shall keep one another fully informed of the development of the Proceeding and the Indemnitee shall not settle a Proceeding indemnifiable under this Agreement without the Company’s prior written consent.
5.Enforcement
5.1.The Company expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby in order to induce the Indemnitee to serve as a Director of the Company, and the Company acknowledges that the Indemnitee is relying upon this Agreement in serving as a Director of the Company and that this Agreement shall survive after the Indemnitee’s term of office with the Company.
6.Subrogation
6.1.In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee, who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights.
7.Notice
7.1.The Indemnitee, as a condition precedent to her right to be indemnified under this Agreement, shall give to the Company notice in writing as soon as practicable of any claim made against him for which indemnity will or could be sought under this Agreement, together with such information and cooperation as it may reasonably require.
7.2Notice to the Company shall be given at its principal office and shall be directed to the Company’s Chief Financial Officer and the General Counsel and Chief Governance and Compliance Officer (or such other address as the Company shall designate in writing to the Indemnitee from time to time).
7.3Notice shall be deemed received if (i) delivered by hand, on the date so delivered, or (ii) sent by overnight courier, on the next business day after being so sent, or (iii) sent by facsimile, on the date so sent, or (iv) if sent by e-mail, upon receipt of a confirmation of receipt e-mail.
8.Saving Clause
8.1If this Agreement or any portion thereof shall be invalidated on any ground by any court of competent jurisdiction, the Company shall nevertheless indemnify the Indemnitee to the full extent permitted by any applicable portion of this Agreement that shall not have been invalidated or by any other applicable law.
9.Indemnification Hereunder Not Exclusive
9.1.Nothing herein shall be deemed to diminish or otherwise restrict the Indemnitee’s right to indemnification under any provision of the constitutional documents of the Company or under Cayman Islands law.
10.Coverage and Continuation of Indemnification
10.1.The indemnification under this Agreement is intended to and shall extend to the Indemnitee’s service as a Director prior to and after the date of the Agreement.
10.2.The indemnification under this Agreement shall continue as to the Indemnitee even though she may have ceased to be a Director and shall inure to the benefit of the heirs and personal representatives of the Indemnitee.
11.Counterparts
11.1.This Agreement may be executed in any number of counterparts, each of which shall constitute the original.
12.Applicable Law
12.1.The terms and conditions of this Agreement and the rights of the parties hereunder shall be governed by and construed in all respects in accordance with the laws of the Cayman Islands. The parties to this Agreement hereby irrevocably agree that the courts of the Cayman Islands shall have exclusive jurisdiction in respect of any dispute, suit, action, arbitration or proceedings which may arise out of or in connection with this Agreement and waive any objection to such proceedings in the courts of the Cayman Islands on the grounds of venue or on the basis that they have been brought in an inconvenient forum.
13.Entire Agreement
13.1.This agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.
In witness whereof the parties hereto have entered into this Agreement on the day and year first above written.
SIGNED for and on behalf of:
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|
[Name] |
SIGNED by:
EX-8.1
6
exhibit81-listofsubsidiari.htm
EX-8.1
Document
List of Subsidiaries
As of the date of this annual report, the following are the subsidiaries of Inter&Co, Inc and Banco Inter S.A.:
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| Subsidiary of Inter&Co, Inc |
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Jurisdiction of Incorporation |
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Business Name |
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| Inter Holding Financeira S.A. |
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Brazil |
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Inter Holding Financeira |
| Inter&Co Participações Ltda |
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Brazil |
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Inter&Co Participações |
Mil Partipações e Locação S.A.
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Brazil |
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n/a |
| Inter US Holding, Inc |
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United States |
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Inter US Holding |
Inter US Finance LCC
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United States |
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Inter US Finance |
Inter US Management LLC
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United States |
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Inter US Management |
Inter&Co Securities LLC
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United States |
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Inter&Co Securities |
Inter&Co Advisors LLC
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United States |
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Inter&Co Advisors |
| INTRGLOBALEU Serviços Administrativos, LDA |
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Portugal |
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n/a |
| Inter Marketplace Intermediação de Negócios e Serviços Ltda. |
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Brazil |
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Inter Marketplace |
Inter Food S.A
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Brazil |
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Inter Food |
Inter Café Ltda.
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Brazil |
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Inter Café |
Inter Boutiques Ltda.
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Brazil |
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Inter Store |
Inter Viagens e Entretenimento Ltda.
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Brazil |
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Inter Viagens |
Inter Conectividade Ltda.
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Brazil |
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Inter Conectividade |
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| Subsidiary of Banco Inter S.A. |
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Jurisdiction of Incorporation |
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Business Name |
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| Inter Distribuidora de Títulos e Valores Mobiliários Ltda. |
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Brazil |
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Inter DTVM |
| IM Designs Desenvolvimento de Software Ltda. |
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Brazil |
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IM Designs |
| Acerto Cobrança e Informações Cadastrais S.A. |
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Brazil |
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Acerto |
| Inter Asset Gestão de Recursos Ltda |
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Brazil |
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Inter Asset |
| Inter Digital Corretora de Seguros Ltda. |
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Brazil |
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Inter Seguros |
Granito Instituição de Pagamento S.A.
(under common control) |
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Brazil |
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Granito |
Granito Sistemas de PVD Ltda.
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Brazil |
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n/a |
| Inter&Co Payments Inc. |
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California |
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Inter&Co Payments |
Inter&Co Tecnologia e Serviços Financeiros Ltda.
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Brazil |
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Inter&Co Tecnologia e Serviços Financeiros |
EX-11.1
7
exhibit111-codeofethicsand.htm
EX-11.1
Document
Code of Conduct and Ethics
October 2023
A message from the CEO
Trust is at the root of our teamwork, making possible our progress every day. It is thanks to trust that we manage to develop lasting relationships with our customers, making it possible for us to deliver excellence in our purpose to simplify their lives of through our Super App. Integrity, transparency and consistency, that is how we can achieve trust. It is about doing the right thing in the right way, despite the challenges we may face — that is the duty of all Orange Blood. If at any time you believe our employees and partners have failed to follow our ethical conduct guidelines, please report this issue to our Ethics Channel. The report will be confidential, and you can choose to file it anonymously. Inter&Co Team, each one of us has a commitment with ethics and it is this commitment that makes Inter&Co a company that prides itself for its achievements and values. Together, we can be an example of integrity, responsibility and respect we want to see in the world.
We count on you. João Vitor Menin Inter CEO
Our Code
Inter&Co’s Code of Conduct and Ethics has been grounded in our purpose and pillars. The aim of this Code is to ensure that the management and operations are always ethical.
This Code provides a set of guidelines that we prepared with the purpose of ensuring the credibility and security of the relationships on our company. The Code sets conduct requirements for all our employees, managers, interns, third parties and suppliers and it is a base for our internal policies, procedures and guidance, setting even more guidelines for the expected behavior. Despite our Code of Conduct and Ethics being broad and detailed, there is always room for improvement. So, if you have any doubts about an action or behavior, contact our Compliance team on compliance@bancointer.com.br. This Code applies to the following companies; Banco Inter, Inter Asset, Inter DTVM, Inter Marketplace, Inter Seguros, IM Design, Inter&Co Payments, Inter&Co Securities and Inter&Co US Advisors.
Summary
lnter&Co Partnership Security Compliance Background Transparency
Work environment Information security Global Compliance Relationship with customers How to act Assets and financial resources Donations and Sponsorships Relationship with suppliers and partners Social responsibility Privacy Money laundering prevention Fulfillment of anti-corruption laws and regulations Relationship with the competition and the market Gifts, hospitality and entertainment Our brand and presence on media Duty of collaboration Ethics Channel Consequences of the violation Related Parties Relationship with public authorities and official bodies
Inter&Co
We are the main Super App of the Americas, providing a complete
ecosystem of financial services. Our growth has always been oriented by ethics and innovation.
Inter&Co Way
To be Inter&Co is to do something new, simplify processes and solve problems. We were born to do different, which is why we became an ecosystem of services and products for different moments in our lives. We believe in people and our goal is to help them evolve, by working along with them and always respecting their freedom of choice.
Our pillars Our purpose is to create what simplifies people lives. For this mission, we have five pillars guiding the conduct of each of our employees, working as a compass for our everyday conduct. Experience We value humanized, respectful and high-quality interactions in all our channels and towards all the audiences. Security We protect all interactions and data exchange involving customers, employees, partners and other entities. Partnership We always play as a team. We only close deals that are good for everyone. Innovation We were born to do di- fferent. We are open to ideas to improve peo- ple’s lives and generate value to our business. Transparency We must maintain and transmit clear, impar- tial and understanda- ble information, alwa- ys ensuring the truth.
Partnership We always play as a team. We only close deals that are good for everyone.
Work Environment Partnership is about playing as a team to reach common goals. To do so, we must share the challenges and celebrate all achievements while always putting people in first place. For Inter&Co, it is essential that our team works as partners, showing respect and empathy at all times. We believe that the world can be a more ethical, inclusive and diverse place. We must always promote a welcoming, motivating, respectful and highly collaborative environment. To make such goal come true, all our employees must be sensible, reasonable and act according to the rules of this Code.
Important to remember: We love a relaxed environment, but jokes are only good when all those involved are having fun. Be sensible and reasonable, especially concerning regional and cultural matters. Pay special attention to the skills and limitations of each person and always be respectful towards others. We do not allow any kind of prejudice and/ or discrimination. We do not allow alcoholic beverages and drugs in our premises. Regardless of position or role, try to set a good example. Your conduct must show that you are committed to our ethical principles. Do not share any information without confirmation that it is accurate. Do not share any materials for internal use, such as leaflets or presentations, without observing the security rating of these materials first. Avoid embarrassing yourself and others. No gossiping.
Inter&Co values partnership, ethics and integrity, which is why we do not tolerate harassment, discrimination or any other kind of violence. Each employee is responsible for maintaining the work environment free of improper conduct, ensuring that everyone feels respected and comfortable. Always show respect and fairness towards your colleagues and avoid any situation that could be deemed improper. We do not tolerate physical, verbal, sexual or psychological harassment, intimidation, abuse or threats. The time and duration factors are important to identify the incidence of moral harassment.This is not a one-off violence. The actions that characterize harassment are frequent, repeated, reproduced by the harasser for some time. These can be daily, weekly, or monthly. The Orange Blood are expected to report through the Ethics Channel any possible inappropriate behavior hey observe. Learn how to discern healthy conflicts from violent acts Healthy Conflicts Clear and defined rules Relationship with collaboration Shared goals Organization and healthy management Conflicts from time to time Open and forthright strategies Open conflicts and debates Sincere and honest communication Setting goals Moral Harassment Verbal or physical abuse Excessive aggressiveness Disrespectful or degrading comments Request for personal favors or services ܧ Unethical actions in the long term Publicly exposing colleagues Concealing actions and denying conflicts Sexual advances (verbal or physical) Overwhelm an employee with tasks
Our assets and financial resources We provide our employees with high-quality premises, equipment, materials and systems to support their work activities. Partnership means to be careful with such resources as you would with your own. Use these resources only for their original purposes, respecting the corporate interests. Keep your desk always clean and tidy. Be careful with liquids near electronic equipment and computers. Before making any expenses on behalf of Inter&Co, request the necessary approval. Only request reimbursement for those expenses related to our business, properly documented and in compliance with our Policies.
Donations and Sponsorships We encourage Donations and Sponsorships as long as they are made with transparency, integrity and according to the law. Looking after Inter&Co's reputation and financial resources in those activities is another way for employees to exercise their Partnership with Inter&Co. Donations may be made in different ways, including through financial contributions, solidarity programs, volunteer work, sports, and leisure. However, we must highlight that such donations shall not result in undue benefits for Inter&Co, the donor or third parties. Sponsorships shall be granted according to Inte&Cor's brand strategy, aligned with the Branding area. All donation and sponsorship agreements shall contain anticorruption and compliance clauses to minimize the risks associated with those activities. No donation or sponsorship shall be made or granted to any entity involved in illegal activities or showing potential conflict of interest with Inter&Co as provided by this Code. In exchange for the donations or sponsorships received, the beneficiary institutions shall uphold an ethical relationship towards any parties. Reminder Every donation must undergo an integrity due diligence to ensure that the recipient has no history of involvement with corruption or fraud, as described in the internal Policy. Access the Private Social Investment Policy Access the Sponsorship Policy
Conflict of Interests Partnership is about making decisions responsibly, without being influenced by personal considerations. It is about avoiding situations that could rise conflict between Inter&Co's interests and your own. We must avoid even an apparent conflict. Here are some examples of potential conflict of interest situations, along with the respective alternates to mitigate such risk: Any areas which activities could lead to a potential conflict must be physical and logistically segregated (e.g., the Third-Party Portfolio Management area must be segregated from the areas of Origination of Products, Distribution and Treasury Front). Although hiring relatives of employees is allowed, they shall not work in the same superintendence or, in the absence of that, Executive Management or under the same leadership. Those employees shall not have any kind of work connection in the exercise of their activities (e.g., one being from the Procurement area while the other is in Accounts Payable). Do not use your position to offer personal benefits, show partiality, grant privileges or make decisions that could jeopardize the interests of Inter&Co and of its customers. The employees are authorized to carry out parallel activities provided that they do not conflict with the employees' working hours and Inter&Co's business, interests and industry. Inform the Compliance team about any kind of personal or family relationship existing between employees in the same superintendence, Executive Management or working under the same leadership or even between employes with any kind of work connection in the exercise of their activities. Access our Conflict of Interests Policy So, what are conflicts of interest? Situations in which your personal interests or interests of people close to you can influence your work decisions. There is no need of actual loss with such decision; the mere possibility — even if hypothetical — of influencing you is enough to be construed as a conflict of interest. Perception makes the difference: You should not only avoid actual conflicts of interest but also situations that an outsider could presume that there is a conflict, even if that is not your intention. Contact the Compliance team if you have any doubts about an event of conflict of interests.
Relationship with suppliers and partners Partnership is about playing along and ensuring the best interest for all parties involved. It is very important that our suppliers, service providers and business partners show that they are committed to the principles, values and guidelines described in this Code of Conduct and Ethics. Suppliers and third parties Commit to work aligned to Inter&Co's internal policies and the laws in force. Ensure proper work conditions, denounce and ensure that your supply chain is not using child or slave-like labor. Show transparency in events of Conflict of Interests or in case of personal or family relationship between Inter&Co's employees. Employees Never let your personal interests interfere in how you choose or contract suppliers. Inform the Compliance team about any kind of personal or family relationship between you and our suppliers and related third parties. Never offer advantages or privileges to a supplier.
Social Responsibility Innovation is not limited to the development of new products, it is also helps promoting new business models, minimizing negative impacts, offering new services and improving the process of simplifying people's lives. By offering a complete, digital Super App for free, we are promoting the access to financial and non-financial services that positively impact the social and economic development of society. We are constantly concerned in generating value to our main interested parties, meeting their expectations towards our Materiality and the best practices they expect from business models like ours. Innovation is our tool to build partnerships and promote the sustainable development of society, always keeping in mind the local legislations and according to our corporate guidelines. We are also committed with promoting social responsibility, which is why we make sure that our partners and supplier comply with specific guidelines at all times, including the ones concerning Human Rights. We have a growing presence in Society through the practice of corporate volunteering work and private social investments. We also promote internal initiatives for the health and well-being of our employees applying social responsibility to our internal environment. We are the signatories of the UN Global Compact, an initiative created to ensure a more balanced and sustainable world, which is why we reinforce our commitment to the Ten Universal Principles for Climate Justice and to achieve the Sustainable Development Goals (SDGs). We are participants in the Minas Gerais SDG hub, supporting projects and initiatives to promote the 2030 Agenda for Sustainable Development Goals.
Security We protect all interactions and data exchange involving customers, employees, partners and other entities.
Information Security Security is one our pillars and you can find it in our activities and interactions. In our industry we work with confidential and secret data and information, and we must be always alert when dealing with them. We have many Information Security and cybersecurity control mechanisms, such as environment segregation and data backup. However, when we talk about information security and protection, it is essential that our employees have the right conduct. Do not use any technologies, methodologies and information owned, developed or obtained by Inter&Co to benefit yourself or third parties. Do not unduly use methodologies, know-how and other information, whether owned, developed or obtained by Inter&Co, for private purposes, or transfer it to third parties. For every employee also acting as professors, lecturers or students, remember to use only public information about Inter&Co whenever acting in such quality. Should you have access to privileged information, bear in mind that you shall not use it to benefit yourself and that you cannot share such information with third parties. Maintain secrecy over our business and operations. Our strategy is our biggest asset!
Privacy It is essential that our employees, customers, suppliers and everyone we have been interacting with are sure that we are keeping their data and information safe. Inter follows the laws and regulations in force as well as the best global practices to ensure personal data privacy and protection in every activity. We understand that ensuring privacy goes beyond compliance with legislation. It means to respect our clients and potential clients, and honor our pillars of transparency, partnership, security, simplicity and positive user experience, through the following conducts: Do not share your passwords and access to the systems even with another Orange Blood em- ployee. They are personal and non-transferable. The personal data of our customers, partners and employees are very confidential and can only be processed by those who need to do so and have approval for such processing. The use of such data must be restricted to the purpose for which they were obtained and must be protected from undue access. Every data processing activity shall be undertaken according to the guidance of our rulings, internal policies, the Brazilian Law 13709/2018 and the international legislations and regulations on the matter, such as the GDPR and the California Con- sumer Privacy Act.
Preventing Money Laundering, Combating the Ïinancing of Terrorism and Use of Weapons of Mass Destruction Security is our priority and the best way to ensure its effectiveness is through prevention. We have strict controls to prevent money laundering and we do not tolerate any illegal transactions. We monitor and report every money laundering suspicion to the authorities (FIU - Financial Intelligence Unit). It is important that every employee keep in mind what they can do and what they cannot do to ensure Inter&Co keeps track of any potential illegal activity: If you notice uncommon or suspicious practices or transactions, such as activities which purpose and source are unclear, contact the Corporate Security team. You can also report on the Ethics Channel. Always follow the internal policies and procedures to prevent money laundering. Do not take part or tolerate any business activity or transaction that could result in an illegal or criminal act. What is money laundering? It is a practice used to cover up the origin of money obtained through illegal means. It involves a set of mechanisms to make it appear to the market that the funds obtained through illegal activities resulted from legal activities. Access the AMLCTÏ Policy
Compliance We act ethically, making decisions that show our integrity and according to the laws and regulations.
Global Compliance Compliance means to follow the laws, regulations, guidelines of regulatory bodies as well as the good national and international practices applicable to our business activity. We are a Brazilian company with global opperations, which means that our employees often are subject to additional legal requirements depending on the country they are working in. This Code of Conduct and Ethics shall be enforced even when the local laws or practices are flexible. As a company with presence and operating in so many countries, we operate in different environments, and sometimes our activities reflect the local education and practices, influenced by social and cultural practices other than ours originally. We respect the local practices as long as they are aligned to the local laws and regulations governing our operations. The global legislation is complex but make sure to follow our Code and policies and you will be able to comply with the applicable local laws. Should you conclude that our Code conflicts with any local regulation, contact the Compliance area and they will instruct you on how to act.
Compliance with applicable anti-corruption laws and regulations All our conducts require compliance with the laws and regulations applicable to our business activities. When we talk about anti-corruption practices, compliance is something very important. Our anti-corruption conducts, and internal policies are based on, among others, (i) the Law 12846/13 (Anti- Corruption Law), in Brazil, and (ii) the FCPA (Foreign Corrupt Practice Law), SOx (Sarbanes-Oxley Law), UK Bribery Act abroad, as well as the good national and international policies. We do not engage in corruption or bribery and every employee shall act according to this principle. We contract and conduct our business activities in a transparent manner, according to our policies and procedures and the applicable legislation. Every payment made by Inter&Co follows strict policies and processes. Unless Inter&Co's procedures allow, payments in cash are strictly prohibited. We undertake a due diligence process to better know our partners, checking their ethical conduct, qualifications and expertise to be in charge of a certain service or activity. Access the Anti-Corruption Policy
Corruption, fraud and bribery Corruption involves someone directly or indirectly giving, promising, offering or authorizing gifts of any kind, favors or valuables, to influence a decision, obtain an undue advantage or obtain/maintain a business operation and can involve both the public and private spheres. It is not only a matter of an illegal and unethical act subject to criminal punishment, corruption can also cause serious consequences to the company and the society. We have the legal and social commitment to prevent fraud, bribery and corruption so that we all can have a thriving, fair and ethical country. Therefore, your conduct must be aligned with our internal policies and guidelines: Do not accept any kind of benefit or advantage that could compromise your impartiality performing your duties. Do not offer benefits intending to obtain undue advantages for yourself, Inter or third parties. Never get involved in fraudulent activities, including but not limited to: document forgery (such as medical certificate or invoices), improper handling of systems (such as unauthorized changes to the back office or manipulation of metrics) and improper accounting practices.
Relationship with public authorities and official bodies We value the amicable and proper relationship with all municipal, state and national public entities and we do not tolerate unethical conduct. Transparency shall apply to all our interactions. Besides our internal policies, there are also some rules we must comply with to ensure integrity in our actions: Never promise, offer or give, directly or indirectly, any kind of undue advantage to a public official or third party related to such official in order to obtain any illegal consideration for Inter&Co and/or our clients. Do not engage in such practice to facilitate or speed up any procedure. Do not donate to political parties, campaigns or candidates for public office on behalf of Inter&Co and do not distribute political material in the workplace. It is expressly prohibited to offer special benefits or business conditions to public officials and government authorities, which may be interpreted as undue benefit. Should you need to meet up with public officials, have another person with you and always follow Inter's Internal Policies. Reminder Should you become aware of any conduct breaching these guidelines, immediately report it to the Ethics Channel.
Related Parties The expression "Related Party" refers to individuals or legal entities that play a significant role, directly or indirectly, in Inter&Co's management structure. We maintain strict internal policies and procedures to ensure compliance with the Brazilian and North American regulations and to prevent any conflicts of interest concerning transactions involving Related Parties. Access our Related Parties Policy
Experience We value humanized, respectful and high-quality interactions in all our channels and towards all the audiences.
Relationship with customers Providing a positive experience to our customers is in our DNA — after all, everything we do, we do it for them! We are steadfast in seeking the best way to simplify our relationship with the public, which is why we have made our agreements easy to understand, so that all parties clearly know their rights and duties. The customer experience depends directly on how our employees act: Always be at the disposal of our customers. Listen to them attentively and make sure you can quickly respond to their requests, address their complaints and accept their suggestions. Provide clear, accurate and transparent information. Only promise what we are capable of providing. Be police, ethical and efficient. Respect the customer's profile and goals whenever you offer products and services to them. Keep open channels to promote the free expression of opinions and concerns from all the audiences we interact with. Talk to the customers on a balanced and fair manner and avoid providing inaccurate or misleading information. We do not allow that the desire increasing results and performance comes before our focus on our customers.
Relationship with the competition and the market Competition is part of life and it is essential that our customers be free to choose the best service providers, doing so by having a good experience using a service or product. We promote transparent advertising campaigns adhering to the principles of fair competition and business ethics. We have also combined efforts to fight three kinds of business practices harming the market: Unfair competition, i.e., obtaining a competitive advantage by using unethical or illegal means; Formation of cartels, which manipulate the market and directly harm those buying goods or services; One-sided practices undermining the competitive dynamics in those markets we have a significant share. Our employees must always act according to the principles of free competition and respect the reputation and opinions of our competitors.
Presents, Hospitalities and Entertainment Giving and receiving presents is something very common in our daily lives and it is even a cultural expression in many places. To ensure that such practice is always positive and does not conflict with Inter&Co's interests, it is important that each employee knows how to act. Presents to public officials It is strictly prohibited to offer presents, hospitalities or entertainment to public officials. Compliance with policies Whenever you accept presents from any third parties, respect the maximum amount limit set by the Gifts, Presents and Entertainment Policy. Immediately inform your direct manager and the Compliance team if you receive any presents exceeding the amounts set so that the proper measures can be taken. Inter&Co’s Cift We authorize offering gifts to suppliers, third parties, customers and other partners as long as the maximum amount limits set by the Gifts, Presents and Entertainment Policy are complied with. Giving money or something equivalent is strictly prohibited. Access the Cifts, Presents and Entertainment Policy Gifts Items without commercial value, i.e., not personal, such as journals, pens and calendars. Presents Items with commercial value and that do not fit the definition of gifts. Entertainment Activities or events which main purpose is to entertain those attending, such as parties, concerts, sports events, lectures or seminars. Hospitalities Any advantage related to travels, payment of tickets, transportation, fuel and hospitality, directly related or not with an activity performed by Inter.
Our brand and presence on media Our brand is one of our most valuable assets and all our employees must protect it. We have a light and friendly tone in the digital envi- ronment. Our team is well-informed and is very careful with the interactions we make in all our communica- tion channels, providing our customers and other au- diences with a unique experience. However, such an ethical presence on media, without any controversies, requires that all our employees act the same in the digital environment, always according to our internal guidelines: We love when our employees share content about Inter&Co in their social networks. Make sure you tag us! However, do not create any profiles on behalf of Inter&Co and always show an ethical and responsible conduct in your posts. In case you see any complaints or doubts from Inter&Co's customers in the social networks, the employees shall simply direct them to Inter&Co's Relationship with Customers area. Our team will properly address each case. Press contact: should you be approached by journalists or content creators, ask them to contact Inter&Co's Press Officer on imprensa@bancointer.com.br. The Orange Blood team shall never talk on behalf of Inter&Co without prior instruction from the responsible area. We already have authorized employees prepared o make any public statements in this kind of situation. Event attendance: whenever you represent Inter&Co in external events, always follow the guidelines set by the internal rules on the topic and check with the PR&Comms team how to act in such events. Use of brand: Inter&Co does not authorize the use of its brand and corporate identity for commercial purposes without prior consent from the Branding area. REMINDER: The information confiden- tiality guidelines also apply to social networks.
Transparency We must maintain and transmit clear, impartial and understandable information, always ensuring the truth.
How to act? We expect transparency in your daily activities as well as the highest standard of ethical behavior from you. Your decisions shall reflect those values. If you experience an ethical dilemma and you do not know how to act, ask yourself: Is it according to the laws, regulations and internal policies? Is it according to the interests of Inter&Co and our customers? Would it be good if everyone did the same? Would I feel comfortable in case people knew about my conduct in the social networks or if my family became aware of it? A negative answer to any of those questions is a strong sign that maybe you should refrain from performing such action.
Duty of collaboration All our employees must collaborate to maintain ethics and transparency in Inter&Co. That means that you should also promptly report any suspicion of violation of a law, regulation, Code of Conduct and Ethics or internal policies to our Ethics Channel. The sooner you report it, more likely it will be for us to prevent such an issue to grow and impair our business continuity. Every employee should also fully cooperate with internal or external audits or inquiries, providing accurate, clear and objective information. Each member of the Orange Blood team is essential to build a respectful work environment free of unethical practices.
Ethics Channel Should an employee be concerned or understand that any guidance, internal document or even a principle of this Code of Conduct and Ethics has been or is about to be breached, s/he shall promptly report it to the Ethics Channel. Reporting is about acting with transparency and trust and showing collaboration, ensuring that Inter&Co's ethics remain in full force. Inter&Co's Ethics Channel is a tool exclusively dedicated to such purpose and has the following features: Independent management: Managed by an independent, third-party company, ensuring full impartiality and confidentiality. Option to report anonymously: You can report any situation either identifying yourself or request for anonymity. It is your choice. The decision to remain anonymous will always be respected. Non-retaliation policy: all those reporting in good faith will not be subject to any kind of retaliation and those reported will be treated with respect and will not be publicly exposed. Details: provide as many details as possible about the event. We must highlight that is not necessary for the employee to be totally sure about if the actions are really against our principles, integrity or the Code of Conduct and Ethics or not. A reasonable suspicion and an act of good faith are good enough for a report. To make a report is not necessary to be sure about the existence of conduct that contradicts our pillars, integrity or our Code of Conduct and Ethics. A reasonable suspicion and an act of good faith are good enough.
Consequences of the violation Whenever an employee or third party violates the principles and guidelines contained in this code, it will be up to the Compliance area and the Ethics Committee to properly address such violation, on a case-by-case basis, and according to the Inter&Co's Consequences Policy. Indications, evidence and other circumstances revolving the violation shall be considered for the application of the following sanctions to employees, third parties and suppliers: Disciplinary measures Suspension Contract termination (for interns and suppliers) Fair dismissal Reminder Every employee or third party shall report any conduct violating this Code or the laws. The failure to report such violations by omission is considered unethical and may result in disciplinary measures as well.
Our conduct is based on integrity, consistency and seriousness. We are very pround of our history and we need you, Orange Blood, to ensure these values direct our current and future activities. Join us in this mission! Ana Luiza Vieira Ïranco Ïorattini Ceneral Counsel and Chief Covernance and Compliance Officer
EX-12.1
8
exhibit121-soxsection302ce.htm
EX-12.1
Document
CERTIFICATION BY THE PRINCIPAL EXECUTIVE OFFICER PURSUANT
TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, João Vitor N. Menin T. de Souza, certify that:
1.I have reviewed this annual report on Form 20-F of Inter & Co, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
4.The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and
5.The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.
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Dated: April 30, 2024 |
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By: |
/s/ João Vitor N. Menin T. de Souza |
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Name: |
João Vitor N. Menin T. de Souza |
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Title: |
Chief Executive Officer |
EX-12.2
9
exhibit122-soxsection302cf.htm
EX-12.2
Document
CERTIFICATION BY THE PRINCIPAL EXECUTIVE OFFICER PURSUANT
TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Santiago Horacio Stel, certify that:
1.I have reviewed this annual report on Form 20-F of Inter & Co, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
4.The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and
5.The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.
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Dated: April 30, 2024 |
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By: |
/s/ Santiago Horacio Stel |
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Name: |
Santiago Horacio Stel |
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Title: |
Chief Financial Officer |
EX-13.1
10
exhibit131-soxsection906ce.htm
EX-13.1
Document
CERTIFICATION BY THE PRINCIPAL EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
The certification set forth below is being submitted in connection with the Annual Report on Form 20-F of Inter & Co, Inc. (the “Company”) for the fiscal year ended December 31, 2023 (the “Report”), I, João Vitor N. Menin T. de Souza, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
1.the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Dated: April 30, 2024 |
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By: |
/s/ João Vitor N. Menin T. de Souza |
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Name: |
João Vitor N. Menin T. de Souza |
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Title: |
Chief Executive Officer |
EX-13.2
11
exhibit132-soxsection906cf.htm
EX-13.2
Document
CERTIFICATION BY THE PRINCIPAL EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
The certification set forth below is being submitted in connection with the Annual Report on Form 20-F of Inter & Co, Inc. (the “Company”) for the fiscal year ended December 31, 2023 (the “Report”), I, Santiago Horacio Stel, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
1.the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Dated: April 30, 2024 |
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By: |
/s/ Santiago Horacio Stel |
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Name: |
Santiago Horacio Stel |
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Title: |
Chief Financial Officer |
EX-15.1
12
exhibit151-consentofkpmgau.htm
EX-15.1
Document
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the registration statements (No. 333-276528) on Form F-3, (No. 333-271154) on Form S-8 and (No. 333-269720) on Form S-8 of our reports dated April 30, 2024, with respect to the consolidated financial statements of Inter & Co, Inc .and the effectiveness of internal control over financial reporting.
/s/ KPMG Auditores Independentes Ltda.
Belo Horizonte, MG, Brazil
April 30, 2024
EX-97
13
exhibit97-clawbackpolicy.htm
EX-97
Document
INTER & CO, INC.
POLICY FOR THE
RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION
1.Purpose. The purpose of this Policy is to describe the circumstances in which Executive Officers will be required to repay or return Erroneously Awarded Compensation to the Company in accordance with the Clawback Rules. Each Executive Officer shall be required to sign and return to the Company the Acknowledgement and Acceptance Form attached hereto as Exhibit A pursuant to which such Executive Officer will acknowledge that he or she is bound by the terms of this Policy; provided, however, that this Policy shall apply to, and be enforceable against, any Executive Officer and his or her successors (as specified in Section 11 of this Policy) regardless of whether or not such Executive Officer properly signs and returns to the Company such Acknowledgement and Acceptance Form and regardless of whether or not such Executive Officer is aware of his or her status as such.
2.Administration. Except as specifically set forth herein, this Policy shall be administered by the Administrator. Any determinations made by the Administrator shall be final and binding on all affected individuals and need not be uniform with respect to each individual covered by this Policy. Subject to any limitation under applicable law, the Administrator may authorize and empower any officer or employee of the Company to take any and all actions necessary or appropriate to carry out the purpose and intent of this Policy (other than with respect to any recovery under this Policy involving such officer or employee).
3.Definitions. For purposes of this Policy, the following capitalized terms shall have the meanings set forth below.
(a)“Accounting Restatement” shall mean an accounting restatement: (i) due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements (a “Big R” restatement); or (ii) that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (a “little r” restatement).
(b)“Administrator” shall mean the Board, or any committee designated by the Board to administer the Policy.
(c)“Board” shall mean the Board of Directors of the Company.
(d)“Clawback Eligible Incentive Compensation” shall mean, with respect to each individual who served as an Executive Officer at any time during the applicable performance period for any Incentive-based Compensation (whether or not such individual is serving as an Executive Officer at the time the Erroneously Awarded Compensation is required to be repaid to the Company), all Incentive-based Compensation Received by such individual: (i) on or after the Effective Date; (ii) after beginning service as an Executive Officer; (iii) while the Company has a class of securities listed on the Listing Exchange; and (iv) during the applicable Clawback Period.
(e)“Clawback Period” shall mean, with respect to any Accounting Restatement, the three completed fiscal years of the Company immediately preceding the Restatement Date and any transition period (that results from a change in the Company’s fiscal year) of less than nine months within or immediately following those three completed fiscal years.
(f)“Clawback Rules” shall mean Section 10D of the Exchange Act and any applicable rules or standards adopted by the SEC thereunder (including Rule 10D-1 under the Exchange Act) or the Listing Exchange pursuant to Rule 10D-1 under the Exchange Act (including Nasdaq Stock Market Listing Rule 5608), in each case as may be in effect from time to time.
(g)“Company” shall mean Inter & Co, Inc. (and as the Administrator determines is applicable, together with each of its direct and indirect subsidiaries).
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Classificação da Informação: RESTRITA |
(h)“Effective Date” shall mean October 2, 2023.
(i)“Erroneously Awarded Compensation” shall mean, with respect to each Executive Officer in connection with an Accounting Restatement, the amount of Clawback Eligible Incentive Compensation that exceeds the amount of Clawback Eligible Incentive Compensation that otherwise would have been Received had it been determined based on the restated amounts, computed without regard to any taxes paid.
(j)“Executive Officer” shall mean any individual who is or was an executive officer as determined by the Administrator in accordance with the definition of “executive officer” as set forth in the Clawback Rules and any other senior executive, employee or other personnel of the Company who may from time to time be deemed subject to the Policy by the Administrator. For the avoidance of doubt, the Administrator shall have full discretion to determine which individuals in the Company shall be considered an “Executive Officer” for purposes of this Policy. A list of persons determined by the Administrator to be “Executive Officers” for purposes of this policy is maintained by and may be revised from time to time at the sole discretion of the Administrator.
(k)“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
(l)“Financial Reporting Measures” shall mean measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures that are derived wholly or in part from such measures. Stock price and total shareholder return shall for purposes of this Policy be considered Financial Reporting Measures. For the avoidance of doubt, a Financial Reporting Measure need not be presented within the Company’s financial statements or included in a filing with the SEC.
(m)“Incentive-based Compensation” shall mean any compensation that is granted, earned or vested based wholly or in part upon the attainment of a Financial Reporting Measure.
(n)“Impracticable” shall mean, in accordance with the good faith determination of a majority of the independent directors serving on the Board, that either: (i) the direct expenses paid to a third party to assist in enforcing the Policy against an Executive Officer would exceed the amount to be recovered, after the Company has made a reasonable attempt to recover the applicable Erroneously Awarded Compensation, documented such reasonable attempt(s) and provided such documentation to the Listing Exchange; (ii) recovery would violate Cayman Islands law where that law was adopted prior to November 28, 2022, provided that, before concluding that it would be Impracticable to recover any amount of Erroneously Awarded Compensation based on violation of Cayman Islands law, the Company has obtained an opinion of Cayman Islands counsel, acceptable to the Listing Exchange, that recovery would result in such a violation and a copy of the opinion is provided to the Listing Exchange; or (iii) recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder.
(o)“Listing Exchange” shall mean the Nasdaq Stock Market or such other U.S. national securities exchange or national securities association on which the Company’s securities are listed.
(p)“Method of Recovery” shall include, but is not limited to: (i) requiring reimbursement of Erroneously Awarded Compensation; (ii) seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer, or other disposition of any equity-based awards; (iii) offsetting the Erroneously Awarded Compensation from any compensation otherwise owed by the Company to the Executive Officer; (iv) cancelling outstanding vested or unvested equity awards; and/or (v) taking any other remedial and recovery action permitted by applicable law, as determined by the Administrator.
(q)“Policy” shall mean this Policy for the Recovery of Erroneously Awarded Compensation, as the same may be amended and/or restated from time to time.
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Classificação da Informação: RESTRITA |
(r)“Received” shall, with respect to any Incentive-based Compensation, mean deemed receipt and Incentive-based Compensation shall be deemed received in the Company’s fiscal period during which the Financial Reporting Measure specified in the Incentive-based Compensation award is attained, even if the payment or grant of the Incentive-based Compensation occurs after the end of that period. For the avoidance of doubt, Incentive-based Compensation that is subject to both a Financial Reporting Measure vesting condition and a service-based vesting condition shall be considered received when the Financial Reporting Measure is achieved, even if the Incentive-based Compensation continues to be subject to the service-based vesting condition.
(s)“Restatement Date” shall mean the earlier to occur of: (i) the date the Board, a committee of the Board or the officer or officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare an Accounting Restatement; or (ii) the date a court, regulator or other legally authorized body directs the Company to prepare an Accounting Restatement.
(t)“SEC” shall mean the U.S. Securities and Exchange Commission.
4.Repayment of Erroneously Awarded Compensation.
(a)In the event the Company is required to prepare an Accounting Restatement, the Administrator shall reasonably promptly (in accordance with the applicable Clawback Rules) determine the amount of any Erroneously Awarded Compensation for each Executive Officer in connection with such Accounting Restatement and shall reasonably promptly thereafter provide each Executive Officer with written notice containing the amount of Erroneously Awarded Compensation and a demand for repayment or return, as applicable. For Clawback Eligible Incentive Compensation based on stock price or total shareholder return where the amount of Erroneously Awarded Compensation is not subject to mathematical recalculation directly from the information in the applicable Accounting Restatement, the amount shall be determined by the Administrator based on a reasonable estimate of the effect of the Accounting Restatement on the stock price or total shareholder return upon which the Clawback Eligible Incentive Compensation was Received (in which case, the Company shall maintain documentation of such determination of that reasonable estimate and provide such documentation to the Listing Exchange). The Administrator is authorized to engage, on behalf of the Company, any third-party advisors it deems advisable in order to perform any calculations contemplated by this Policy. For the avoidance of doubt, recovery under this Policy with respect to an Executive Officer shall not require the finding of any misconduct by such Executive Officer or such Executive Officer being found responsible for the accounting error leading to an Accounting Restatement.
(b)In the event that any repayment of Erroneously Awarded Compensation is owed to the Company, the Administrator shall recover reasonably promptly the Erroneously Awarded Compensation through any Method of Recovery it deems reasonable and appropriate in its discretion based on all applicable facts and circumstances and taking into account the time value of money and the cost to shareholders of delaying recovery. For the avoidance of doubt, except to the extent permitted pursuant to the Clawback Rules, in no event may the Company accept an amount that is less than the amount of Erroneously Awarded Compensation in satisfaction of an Executive Officer’s obligations hereunder. Notwithstanding anything herein to the contrary, the Company shall not be required to take the actions contemplated in this Section 4(b) if recovery would be Impracticable. In implementing the actions contemplated in this Section 4(b), the Administrator will act in accordance with the listing standards and requirements of the Listing Exchange and with the applicable Clawback Rules.
(c)Subject to the discretion of the Administrator, an applicable Executive Officer may be required to reimburse the Company for any and all expenses reasonably incurred (including legal fees) by the Company in recovering Erroneously Awarded Compensation in accordance with Section 4(b).
5.Reporting and Disclosure. The Company shall file all disclosures with respect to this Policy in accordance with the requirements of U.S. federal securities laws, including any disclosure required by applicable SEC rules.
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Classificação da Informação: RESTRITA |
6.Indemnification Prohibition. The Company shall not be permitted to indemnify any Executive Officer against the loss of any Erroneously Awarded Compensation that is repaid, returned or recovered pursuant to the terms of this Policy and/or pursuant to the Clawback Rules, including any payment or reimbursement for the cost of third-party insurance purchased by any Executive Officer to cover any such loss under this Policy and/or pursuant to the Clawback Rules. Further, the Company shall not enter into any agreement that exempts any Incentive-based Compensation from the application of this Policy or that waives the Company’s right to recovery of any Erroneously Awarded Compensation and this Policy shall supersede any such agreement (whether entered into before, on or after the Effective Date). Any such purported indemnification (whether oral or in writing) shall be null and void.
7.Interpretation. The Administrator is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate, or advisable for the administration of this Policy. It is intended that this Policy be interpreted in a manner that is consistent with the requirements of the Clawback Rules. The terms of this Policy shall also be construed and enforced in such a manner as to comply with applicable law, including the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act, and any other law or regulation that the Administrator determines is applicable. In the event any provision of this Policy is determined to be unenforceable or invalid under applicable law, such provision shall be applied to the maximum extent permitted by applicable law and shall automatically be deemed amended in a manner consistent with its objectives to the extent necessary to conform to any limitations required by applicable law.
8.Effective Date. This Policy shall be effective as of the Effective Date.
9.Amendment; Termination. The Administrator may modify or amend this Policy, in whole or in part, from time to time in its discretion and shall amend any or all of the provisions of this Policy as it deems necessary, including as and when it determines that it is legally required by the Clawback Rules, or any federal securities law, SEC rule or Listing Exchange rule. The Administrator may terminate this Policy at any time. Notwithstanding anything in this Section 9 to the contrary, no amendment or termination of this Policy shall be effective if such amendment or termination would (after taking into account any actions taken by the Company contemporaneously with such amendment or termination) cause the Company to violate the Clawback Rules, or any federal securities law, SEC rule or Listing Exchange rule. Furthermore, unless otherwise determined by the Administrator or as otherwise amended, this Policy shall automatically be deemed amended in a manner necessary to comply with any change in the Clawback Rules.
10.Other Recoupment Rights; No Additional Payments. The Administrator intends that this Policy will be applied to the fullest extent permitted by applicable law. The Administrator may require that any employment agreement, equity award agreement, or any other agreement entered into on or after the Effective Date shall, as a condition to the grant of any benefit thereunder, require an Executive Officer to agree to abide by the terms of this Policy. Executive Officers shall be deemed to have accepted continuing employment on terms that include compliance with the Policy, to the extent of its otherwise applicable provisions, and to be contractually bound by its enforcement provisions. Executive Officers who cease employment or service with the Company shall continue to be bound by the terms of the Policy with respect to Clawback Eligible Incentive Compensation. Any right of recoupment under this Policy is in addition to, and not in lieu of, any other remedies or rights of recoupment that may be available to the Company under applicable law, regulation or rule or pursuant to the terms of any similar policy in any employment agreement, cash-based bonus plan, equity award agreement or similar agreement and any other legal remedies available to the Company. To the extent that an Executive Officer has already reimbursed the Company for any Erroneously Awarded Compensation Received under any duplicative recovery obligations established by the Company or applicable law, it shall be appropriate for any such reimbursed amount to be credited to the amount of Erroneously Awarded Compensation that is subject to recovery under this Policy, as determined by the Administrator in its sole discretion. Nothing in this Policy precludes the Company from implementing any additional clawback or recoupment policies with respect to Executive Officers or any other service provider of the Company. Application of this Policy does not preclude the Company from taking any other action to enforce any Executive Officer’s obligations to the Company, including termination of employment or institution of civil or criminal proceedings or any other remedies that may be available to the Company with respect to any Executive Officer.
11.Successors. This Policy shall be binding and enforceable against all Executive Officers and their beneficiaries, estates, heirs, executors, administrators or other legal representatives to the extent required by the Clawback Rules or as otherwise determined by the Administrator.
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Classificação da Informação: RESTRITA |
Exhibit A
INTER & CO, INC.
POLICY FOR THE
RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION
ACKNOWLEDGEMENT AND ACCEPTANCE FORM
Capitalized terms used but not otherwise defined in this Acknowledgement and Acceptance Form shall have the meanings ascribed to such terms in the Inter & Co, Inc. Policy for the Recovery of Erroneously Awarded Compensation (the “Policy”). By signing below, the undersigned executive officer (the “Executive Officer”) acknowledges and confirms that the Executive Officer has received and reviewed a copy of the Policy and, in addition, the Executive Officer acknowledges and agrees as follows:
(a)the Executive Officer is and will continue to be subject to the Policy and that the Policy will apply both during and after the Executive Officer’s employment with the Company;
(b)to the extent necessary to comply with the Policy, the Policy hereby amends any employment agreement, equity award agreement or similar agreement that the Executive Officer is a party to with the Company;
(c)the Executive Officer shall abide by the terms of the Policy, including, without limitation, by returning any Erroneously Awarded Compensation to the Company to the extent required by, and in a manner permitted by, the Policy;
(d)any amounts payable to the Executive Officer, including any Incentive-based Compensation, shall be subject to the Policy as may be in effect and modified from time to time in the sole discretion of the Administrator or as required by applicable law or the requirements of the Listing Exchange, and that such modification will be deemed to amend this acknowledgment;
(e)the Company may recover compensation paid to the Executive Officer through any Method of Recovery the Administrator deems appropriate, and the Executive Officer agrees to comply with any request or demand for repayment by the Company in order to comply with the Policy; and
(f)the Company may, to the greatest extent permitted by applicable law, reduce any amount that may become payable to the Executive Officer by any amount to be recovered by the Company pursuant to the Policy to the extent such amount has not been returned by the Executive Officer to the Company prior to the date that any subsequent amount becomes payable to the Executive Officer.
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Classificação da Informação: RESTRITA |
エドガーで原本を確認する
