January, 2023

From asset heavy

to asset light:

Moving Méliuz to a leaner model, based on growth and with a lower costs & expenses structure.

Opportunity to remove constraints and grow faster (e.g. capital requirements, credit risk, among others)

Accelerate financial services payback while having a leaner cost base and faster cash generation

Reinforce positive engagement flywheel between financial services and shopping products

Maintain an excellent user experience across all our products, inside Méliuz' ecosystem

Bringing a partner with expertise in key areas, such as risk management and fraud prevention

Méliuz | Banco BV

2

Méliuz and BV agreed on a strategic alliance, bringing complementary strengths to Méliuz' operations

Alliance structure

Commercial Bankly

agreement transaction

Minority

Call option

investment

investment

BV complementary strengths

Fortress Balance Sheet

Extensive experience in consumer credit

Strong financial service portfolio

Established banking as a service infrastructure

Méliuz | Banco BV

3

Commercial agreement & Bankly transaction:

Main remuneration mechanisms

for Méliuz

with the Commercial Agreement

Positive impacts from Bankly transaction¹

Remuneration for each card issued

Potential cash inflow of

R$ 210 milion²

Remuneration for each account activated

Continue to offer the customer experience in the Méliuz's app

Remuneration by a percentage of each transaction (TPV)

No risk with credit, loans and other financial products

  • percentage of the volume of originated loans

Significant cost & expenses reduction

Méliuz | Banco BV

4

  • The transaction is subject to corporate and regulatory approvals. ² Enterprise Value.

Minority investment & call option investment¹:

Corporate structure

After BV minority

prior transaction

investment in Méliuz

Reference

Free Float

Reference

Free Float

shareholders²

shareholders²

¹ The transaction is subject to corporate and regulatory approvals;

² Reference shareholders: Israel Salmen, André Amaral, Lucas Marques and Org Investments.

  1. BV will purchase a minority stake of 3.85% in Méliuz, from Israel Salmen, André Amaral and Lucas Marques.
  2. BV and the Reference Shareholders of Méliuz will indicate together a member to the Méliuz's Board of Directors.
  3. BV's call option to purchase 100% of Méliuz's shares from Israel Salmen, André Amaral, Lucas Marques, Davi Holanda and Org Investments LLC in 24 months, which represents 20.95% of the Company.
  4. After six months of signed contracts, the exercise price per share will be the higher between: (i) R$1.50 adjusted for CDI, or ii) weighted average price by volume from the last 30 trading sessions, with a 10% discount.
  5. If the call option is executed, BV will also make a public offer to purchase all remaining shares of Méliuz, with the same conditions of the call options

Méliuz | Banco BV

5

This is an excerpt of the original content. To continue reading it, access the original document here.

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

Meliuz SA published this content on 03 January 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 03 January 2023 13:37:04 UTC.