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CI&T Inc

CI&T IncCINT财报

NYSE

CI&T Inc is a global digital transformation service provider offering end-to-end solutions including custom software development, cloud migration, data analytics, user experience design, and AI integration. It serves clients across retail, financial services, healthcare, manufacturing sectors, with operations spanning the Americas, Europe, and Asia Pacific.

What changed in CI&T Inc's 20-F — 2022 vs 2023

Top changes in CI&T Inc's 2023 20-F

585 paragraphs added · 521 removed · 388 edited across 5 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

172 edited+19 added−28 removed72 unchanged
The terms of certain open- source licenses may require us or our clients to release the source code of the software we develop for our clients that is combined with or linked to open-source software, and to make such software available under the applicable open-source licenses.
The terms of certain open-source licenses may require our clients or us to release the source code of the software we develop for our clients that is combined with or linked to open-source software, and to make such software available under the applicable open-source licenses.
We have made significant investments to expand in North America and Europe, however, our ability to add new clients depends on a number of factors, including market perception of our services, our ability to successfully add nearshore delivery center capacity and pricing, competition and overall economic conditions.
We have made significant investments to expand in North America and Europe, however, our ability to add new clients depends on a number of factors, including the market perception of our services, our ability to successfully add nearshore delivery center capacity and pricing, competition and overall economic conditions.
Given that we operate in a variety of jurisdictions with different and evolving legal regimes, we face increased uncertainty regarding whether such agreements will be found to be valid and enforceable by competent courts and whether we will be able to avail ourselves of the remedies provided for by applicable law, see “ Risk Factors — Certain Compliance, Tax, Legal and Regulatory Risks — Our business, financial condition and results of operations may be adv ersely affected by the various conflicting and/or onerous legal and regulatory requirements imposed on us by the countries where we operate .” Considering the expectations described above, we can also be subject to claims from our clients regarding the use of certain open-source software infringing the claimants’ intellectual property rights.
Given that we operate in a variety of jurisdictions with different and evolving legal regimes, we face increased uncertainty regarding whether such agreements will be found to be valid and enforceable by competent courts and whether we will be able to avail ourselves of the remedies provided for by applicable law, see “ Risk Factors — Certain Compliance, Tax, Legal and Regulatory Risks — Our business, financial condition and results of operations may be adversely affected by the various conflicting and/or onerous legal and regulatory requirements imposed on us by the countries where we operate .” Considering the expectations described above, we can also be subject to claims from our clients regarding the use of certain open-source software infringing the claimants’ intellectual property rights.
If we were to default in the provision of any contractually agreed-upon services, our clients could suffer significant damages and make claims against us for those damages. Our insurance cover age is very limited, for instance, CI&T Brazil’s errors and omissions liability coverage for all of its services is limited to R$10 million, subject to lower sub-limits in certain cases.
If we were to default in the provision of any contractually agreed-upon services, our clients could suffer significant damages and make claims against us for those damages. Our insurance coverage is very limited, for instance, CI&T Brazil’s errors and omissions liability coverage for all of its services is limited to R$10 million, subject to lower sub-limits in certain cases.
These investments may not result in increased revenue or the growth of our business. Accordingly, we may not be able to generate sufficient rev enue to offset our expected cost increases and achieve and sustain profitability. As a result of any of these problems associated with expansion, our business, financial condition and results of operations could be materially adversely affected.
These investments may not result in increased revenue or the growth of our business. Accordingly, we may not be able to generate sufficient revenue to offset our expected cost increases and achieve and sustain profitability. As a result of any of these problems associated with expansion, our business, financial condition and results of operations could be materially adversely affected.
If an active trading market is not maintained, investors may not be able to resell their shares and our ability to raise capital in the future may be impaired. ● The dual class s tructure of our common stock has the effect of concentrating voting control with the holders of our Class B common shares (“Class B Shareholders”); this will limit or preclude your ability to influence corporate matters. ● Class A common shares eligible for future sale may cause the market price of our Class A common shares to drop significantly. ● We are a Cayman Islands exempted company with limited liability.
If an active trading market is not maintained, investors may not be able to resell their shares and our ability to raise capital in the future may be impaired. ● The dual class structure of our common stock has the effect of concentrating voting control with the holders of our Class B common shares (“Class B Shareholders”); this will limit or preclude your ability to influence corporate matters. ● Class A common shares eligible for future sale may cause the market price of our Class A common shares to drop significantly. ● We are a Cayman Islands - exempted company with limited liability.
A client could also share information about bad experiences on social media or other publicly available sources, which could result in damage to our reputation and loss of future revenue. In addition, a failure o r inability to meet a contractual requirement could seriously damage our corporate reputation and limit our ability to attract new business.
A client could also share information about bad experiences on social media or other publicly available sources, which could result in damage to our reputation and loss of future revenue. In addition, a failure or inability to meet a contractual requirement could seriously damage our corporate reputation and limit our ability to attract new business.
Our business is people-driven and, accordingly, our success depends upon our ability to attract, develop, motivate, retain and effectively utilize highly-skilled IT professionals in our delivery. We believe there is significant competition for technology professionals in the geographic regions in which we operate and that such competition is likely t o continue for the foreseeable future.
Our business is people-driven and, accordingly, our success depends upon our ability to attract, develop, motivate, retain and effectively utilize highly-skilled IT professionals in our delivery. We believe there is significant competition for technology professionals in the geographic regions in which we operate and that such competition is likely to continue for the foreseeable future.
Our clients expect a consistent level of quality in the provision of our solutions and services. Our clients use our products for important aspects of their businesses, and any errors, defects, security vulnerabilities, service interruptions or disruptions to our pr oducts and any other performance problems with our products could disrupt and cause damage to our clients’ businesses.
Our clients expect a consistent level of quality in the provision of our solutions and services. Our clients use our products for important aspects of their businesses, and any errors, defects, security vulnerabilities, service interruptions or disruptions to our products and any other performance problems with our products could disrupt and cause damage to our clients’ businesses.
Our business growth largely depends on continued demand for our services from clients in these sectors, and any slowdown or reversal of the trend to spend on technology services in these sectors could result in a decrease in the d emand for our services and materially adversely affect our revenue, business, financial condition, results of operations and prospects.
Our business growth largely depends on continued demand for our services from clients in these sectors, and any slowdown or reversal of the trend to spend on technology services in these sectors could result in a decrease in the demand for our services and materially adversely affect our revenue, business, financial condition, results of operations and prospects.
We may be subject to liability under these laws and regulations should we fail to adequately comply with the Brazilian Civil Rights Framework. However, unlike in the United States, little case law exists around the Brazilian Civil Rights Fram ework for the internet and existing jurisprudence has not been consistent.
We may be subject to liability under these laws and regulations should we fail to adequately comply with the Brazilian Civil Rights Framework. However, unlike in the United States, little case law exists around the Brazilian Civil Rights Framework for the Internet and existing jurisprudence has not been consistent.
We cannot guarantee that we will always be able to offer the products and s ervices sought by our clients. We are subject to potential changes to consumer habits and demand for products and services by our clients (and the end-consumers of our clients). This requires us to adapt to their preferences on an ongoing basis.
We cannot guarantee that we will always be able to offer the products and services sought by our clients. We are subject to potential changes to consumer habits and demand for products and services by our clients (and the end-consumers of our clients). This requires us to adapt to their preferences on an ongoing basis.
We expect to continue to spend substantial financial and other resources on, among other things: ● investments in our IT team, improvements in security and data protection, the development of new products, features and functionality and enha ncements to our solutions; ● sales and marketing, including the continued expansion of our direct sales and marketing programs, especially for businesses outside of Brazil; ● expansion of our operations and infrastructure, both domestically and internationally ; and ● general administration, including legal, accounting and other expenses related to being a public company.
We expect to continue to spend substantial financial and other resources on, among other things: ● investments in our IT team, improvements in security and data protection, the development of new products, features and functionality and enhancements to our solutions; ● sales and marketing, including the continued expansion of our direct sales and marketing programs, especially for businesses outside of Brazil; ● expansion of our operations and infrastructure, both domestically and internationally; and ● general administration, including legal, accounting and other expenses related to being a public company.
To the extent there is a sustained general economic downturn and our solutions are perceived by clients and potential clients as costly, or too difficult to deploy or migrate to, our revenue may be disproportionately affected. Our revenue may also b e disproportionately affected by delays or reductions in general information technology spending.
To the extent there is a sustained general economic downturn and our solutions are perceived by clients and potential clients as costly, or too difficult to deploy or migrate to, our revenue may be disproportionately affected. Our revenue may also be disproportionately affected by delays or reductions in general information technology spending.
In 2014, Brazil enacted a law, which we refer to as the Brazilian Civil Rights Framework for the Internet ( Marco Civil da Internet ), setting forth principles, guarantees, rights and duties for the use of the I nternet in Brazil, including provisions about internet service provider liability, internet user privacy and internet neutrality.
In 2014, Brazil enacted a law, which we refer to as the Brazilian Civil Rights Framework for the Internet ( Marco Civil da Internet ), setting forth principles, guarantees, rights and duties for the use of the Internet in Brazil, including provisions about internet service provider liability, internet user privacy and internet neutrality.
Many of our competitors have, and our potential competitors could have, substantial competitive advantages such as substantially greater financial, technical and marketing resources, greater name recognition, longer operating histories, greater client support res ources, lower labor and development costs, and larger and more mature intellectual property portfolios.
Many of our competitors have, and our potential competitors could have, substantial competitive advantages such as substantially greater financial, technical and marketing resources, greater name recognition, longer operating histories, greater client support resources, lower labor and development costs, and larger and more mature intellectual property portfolios.
If the demand for our services decrease, we may have idle capacity, our margins may be adversely impacted and we may need to lay off employees. Our revenue could also suffer if we misjudge demand patterns and do not recruit sufficient personnel to satisfy our future demand.
If the demand for our services decreases , we may have idle capacity, our margins may be adversely impacted and we may need to lay off employees. Our revenue could also suffer if we misjudge demand patterns and do not recruit sufficient personnel to satisfy our future demand.
The technology services industry may also undergo consolidation, which may result in increased competition in our target markets from larger firms that may have substantially greater financial, marketing or technic al resources, may be able to respond more quickly to new technologies or processes and changes in client demands, and may be able to devote greater resources to the development, promotion and sale of their services than we can.
The technology services industry may also undergo consolidation, which may result in increased competition in our target markets from larger firms that may have substantially greater financial, marketing or technical resources, may be able to respond more quickly to new technologies or processes and changes in client demands, and may be able to devote greater resources to the development, promotion and sale of their services than we can.
Risk factors Summary of Risk Factors An investment in our Class A common shares is subject to a number of risks, including risks relating to our business and industry, risks relating to Brazil and r isks relating to our Class A common shares. The following list summarizes some, but not all, of these risks.
Risk factors Summary of Risk Factors An investment in our Class A common shares is subject to a number of risks, including risks relating to our business and industry, risks relating to Brazil and risks relating to our Class A common shares. The following list summarizes some, but not all, of these risks.
Although the length and impact of the ongoing military conflict involving Russia and Ukraine and the economic sanctions imposed by the United States, the European Union and other countries are highly unpredictable, the conflict and resulting sanctions may significantly affec t prices, disrupt supply chains, cause turmoil in the global financial system and lead to market disruptions, including significant volatility in credit and capital markets.
Although the length and impact of the ongoing military conflict involving Russia and Ukraine and the economic sanctions imposed by the United States, the European Union and other countries are highly unpredictable, the conflict and resulting sanctions may significantly affect prices, disrupt supply chains, cause turmoil in the global financial system and lead to market disruptions, including significant volatility in credit and capital markets.
Our profitability and the cost of providing our services are affected by our ut ilization rates of our employees in the locations in which we operate. If we are not able to maintain appropriate utilization rates for our employees involved in delivering our services, our profit margin and our profitability may suffer.
Our profitability and the cost of providing our services are affected by the utilization rates of our employees in the locations in which we operate. If we are not able to maintain appropriate utilization rates for our employees involved in delivering our services, our profit margin and our profitability may suffer.
Even if we successfully deliver on contracted services and maintain close relationships with our cl ients, many factors outside of our control could cause the loss of or reduction in business or revenue from our existing clients.
Even if we successfully deliver on contracted services and maintain close relationships with our clients, many factors outside of our control could cause the loss of or reduction in business or revenue from our existing clients.
Despite our efforts with respect to security measures, this information, and the information technology systems that are used to store and otherwise process such information, including those information techno logy systems of our service providers and subprocessors , may be vulnerable to cyberattacks and other security threats or disruptions, including unauthorized access or intrusion, breaches, damage or other interruptions, including as a result of third-party action, criminal conduct, physical or electronic break-ins, telecommunications or network failures or interruptions, malicious or inadvertent acts of employee or contractors, nation-state malfeasance, computer viruses, malware, denial-of-service attacks, p hishing, hackers, system error, software bugs or defects, fraud, process failure or otherwise.
Despite our efforts with respect to security measures, this information, and the information technology systems that are used to store and otherwise process such information, including those information technology systems of our service providers and subprocessors, may be vulnerable to cyberattacks and other security threats or disruptions, including unauthorized access or intrusion, breaches, damage or other interruptions, including as a result of third-party action, criminal conduct, physical or electronic break-ins, telecommunications or network failures or interruptions, malicious or inadvertent acts of employee or contractors, nation-state malfeasance, computer viruses, malware, denial-of-service attacks, phishing, hackers, system error, software bugs or defects, fraud, process failure or otherwise.
In September 2022, we completed the acquisition of Transpire Technology Pty Ltd and, in November 2022, we completed the acquisition of NTERSOL Consulting LLC, with a view to enhancing our growth in the Asia -Pacific region (APAC) and North America, respectively.
In September 2022, we completed the acquisition of Transpire Technology Pty Ltd and, in November 2022, we completed the acquisition of NTERSOL Consulting LLC, with a view to enhancing our growth in the Asia-Pacific region (“APAC”) and North America, respectively.
We believe that our current cash balances, cash flow from operations, and credit facilities should be sufficient to meet our anticipated cash needs for at least the next 12 months. We may, however, require additional cash resources due to changed business conditions or other future developments, including any investments or acquisitio ns we may decide to pursue.
We believe that our current cash balances, cash flow from operations, and credit facilities should be sufficient to meet our anticipated cash needs for at least the next 12 months. We may, however, require additional cash resources due to changed business conditions or other future developments, including any investments or acquisitions we may decide to pursue.
For instance, the developers of the technology that we have acquired or may acquire may not have appropriately created, maintained, protected or enforced their intellectual p roperty rights in such technology. Indemnification and other rights we have under acquisition documents may be limited in terms and scope and may therefore provide us with little or no protection from these risks.
For instance, the developers of the technology that we have acquired or may acquire may not have appropriately created, maintained, protected or enforced their intellectual property rights in such technology. Indemnification and other rights we have under acquisition documents may be limited in terms and scope and may therefore provide us with little or no protection from these risks.
To the extent that we seek to enforce our rights, we could be subject to defenses, counterclaims, and claims that our intellectual property rights are invalid, unenforceable, or licensed to the party against whom w e are pursuing a claim.
To the extent that we seek to enforce our rights, we could be subject to defenses, counterclaims, and claims that our intellectual property rights are invalid, unenforceable, or licensed to the party against whom we are pursuing a claim.
Furthermore, terminations in engagements may make it difficult to plan our project resource requirements. If a signif icant number of clients cease using or reduce their usage of our services, we may be required to spend significantly more on sales and marketing than we currently plan to spend in order to maintain or increase revenue from clients.
Furthermore, terminations in engagements may make it difficult to plan our project resource requirements. If a significant number of clients cease using or reduce their usage of our services, we may be required to spend significantly more on sales and marketing than we currently plan to spend in order to maintain or increase revenue from clients.
Further, to the extent that we lack sufficient personnel with lower levels of seniority and daily or hourly rates, we may be required to deploy more senior employees with higher rates on proj ects without the ability to pass such higher rates along to our clients, which could adversely affect our profit margin and profitability.
Further, to the extent that we lack sufficient personnel with lower levels of seniority and daily or hourly rates, we may be required to deploy more senior employees with higher rates on projects without the ability to pass such higher rates along to our clients, which could adversely affect our profit margin and profitability.
Therefore, our selling cycle is subject to many risks and delays over which we have little or no control, including our clients’ decision to choos e alternatives to our services (such as other technology and IT service providers or in-house resources) and the timing of our clients’ budget cycles, approval and integration processes.
Therefore, our selling cycle is subject to many risks and delays over which we have little or no control, including our clients’ decision to choose alternatives to our services (such as other technology and IT service providers or in-house resources) and the timing of our clients’ budget cycles, approval and integration processes.
Any significant failure to generate revenue or delays in recognizing revenue after incurring costs related to our sales or services process could materially adversely affect our business. Our cash flows and results of operations may be adversely affected if we are unable to coll ect on billed and unbilled receivables from clients.
Any significant failure to generate revenue or delays in recognizing revenue after incurring costs related to our sales or services process could materially adversely affect our business. Our cash flows and results of operations may be adversely affected if we are unable to collect on billed and unbilled receivables from clients.
Further, we have in the past, and may in the future be subject to legal proceedings and claims in the ordinary course of our business, including claims of alleged infringement, violation or misappropriation of intellectual property rights of third parties by us or our clients in connection with t heir use of our solutions or the software we develop for them.
Further, we have in the past, and may in the future be subject to legal proceedings and claims in the ordinary course of our business, including claims of alleged infringement, violation or misappropriation of intellectual property rights of third parties by us or our clients in connection with their use of our solutions or the software we develop for them.
A substantial part of our revenue is for software development and maintenance services and is typically generated from clients who also contributed to our revenue during the prior year. We constantly seek to obtain new engagements, and maintain relationships with existing clients when our current engagements are successfully comple ted or are terminated.
A substantial part of our revenue is for software development and maintenance services and is typically generated from clients who also contributed to our revenue during the prior year. We constantly seek to obtain new engagements, and maintain relationships with existing clients when our current engagements are successfully completed or are terminated.
Certain of our solutions and software that is delivered to our clients incorporate software components that are licensed to us by third parties under various “open source” licenses, including the GNU General Public License, the GNU Lesser General Public License, the BSD License, the Apache License and others, and we may also rely on licensed software for the provis ion of our services.
Certain of our solutions and software that is delivered to our clients may incorporate software components that are licensed to us by third parties under various “open source” licenses, including the GNU General Public License, the GNU Lesser General Public License, the BSD License, the Apache License and others, and we may also rely on licensed software for the provision of our services.
We may not be able to sustain revenue growth consistent with ou r recent history or at all. You should not consider our revenue growth in recent periods as indicative of our future performance.
We may not be able to sustain revenue growth consistent with our recent history or at all. You should not consider our revenue growth in recent periods as indicative of our future performance.
In such events, we may be required, or may choose, for client relations or other reasons, to expend additional resources to help correct the problem, which may result in in creased costs to us.
In such events, we may be required, or may choose, for client relations or other reasons, to expend additional resources to help correct the problem, which may result in increased costs to us.
There is a risk that these licenses could be construed in a way that could impose unanticipated conditions or restrictions on our ability to market certain of our software solutions or our clients’ ability to use the software that we develo p for them and operate their businesses as they intend.
There is a risk that these licenses could be construed in a way that could impose unanticipated conditions or restrictions on our ability to market certain of our software solutions or our clients’ ability to use the software we develop for them and operate their businesses as they intend.
If we are unable to retain existing clients and attract new clients in North America, Europe and elsewhere, we may be unable to grow our revenue and our business and results of operations could be adv ersely affected. Potential future acquisitions could prove difficult to integrate, disrupt our business, dilute shareholder value and strain our resources.
If we are unable to retain existing clients and attract new clients in North America, Europe and elsewhere, we may be unable to grow our revenue and our business and results of operations could be adversely affected. Potential future acquisitions could prove difficult to integrate, disrupt our business, dilute shareholder value and strain our resources.
A ny failure by us to accurately estimate the resources, including the skills and seniority of our employees, required to complete a fixed-price contract on time and on budget, or any unexpected increase in the cost of our employees assigned to a client acco unt, office space or materials could expose us to risks associated with cost overruns and could have a material adverse effect on our business, financial condition, results of operations and prospects.
Any failure by us to accurately estimate the resources, including the skills and seniority of our employees, required to complete a fixed-price contract on time and on budget, or any unexpected increase in the cost of our employees assigned to a client account, office space or materials could expose us to risks associated with cost overruns and could have a material adverse effect on our business, financial condition, results of operations and prospects.
Our competitors may be able to offer engineering, design and innovation serv ices that are, or that are perceived to be, substantially similar or better than those we offer. This may force us to reduce our daily rates and to expend significant resources to remain competitive, which we may be unable to do profitably or at all.
Our competitors may be able to offer engineering, design and innovation services that are, or that are perceived to be, substantially similar or better than those we offer. This may force us to reduce our daily rates and to expend significant resources to remain competitive, which we may be unable to do profitably or at all.
A significant deterioration in economic conditions in any of the markets that are most significant for our operations, including economic slowdowns or recessions, inflationary pressures and/or disruptions in the credit and capital markets, could lea d to decreased consumer spending and decreased consumer confidence generally, thereby reducing demand for our services.
A significant deterioration in economic conditions in any of the markets that are most significant for our operations, including economic slowdowns or recessions, inflationary pressures and/or disruptions in the credit and capital markets, could lead to decreased consumer spending and decreased consumer confidence generally, thereby reducing demand for our services.
Any defects or errors or failure to meet clients’ expectations in the performance of our contracts could result in claims for substantial damages against us. Our contracts generally limit our liability for damages that arise fro m negligent acts, error, mistakes or omissions in rendering services to our clients.
Any defects or errors or failure to meet clients’ expectations in the performance of our contracts could result in claims for substantial damages against us. Our contracts generally limit our liability for damages that arise from negligent acts, error , mistakes or omissions in rendering services to our clients.
Even if such assertions against us are unsuccessful, a claim brought against us by any of our clients would likely be time-consuming and costly to defend and could seriously damage our reputation and brand, making it harder f or us to sell our solutions and services.
Even if such assertions against us are unsuccessful, a claim brought against us by any of our clients would likely be time-consuming and costly to defend and could seriously damage our reputation and brand, making it harder for us to sell our solutions and services.
Brand promotion activities may not generate client awar eness or yield increased revenue. Even if they do, any increased revenue may not offset the expenses we incurred in building our brand. We strive to establish and maintain our brand in part by obtaining, maintaining and protecting our trademark rights.
Brand promotion activities may not generate client awareness or yield increased revenue. Even if they do, any increased revenue may not offset the expenses we incurred in building our brand. We strive to establish and maintain our brand in part by obtaining, maintaining and protecting our trademark rights.
Implementing our services also involves a signifi cant commitment of resources over an extended period of time from both our clients and us. Our clients may experience delays in obtaining internal approvals or delays associated with technology, thereby further delaying the implementation process.
Implementing our services also involves a significant commitment of resources over an extended period of time from both our clients and us. Our clients may experience delays in obtaining internal approvals or delays associated with technology, thereby further delaying the implementation process.
Historically, we have focused on developing industry expertise and deep client relationships in a limit ed number of industry verticals. As a result, a substantial portion of our revenue has been generated by clients operating in the financial services, food and beverage and pharmaceutical and cosmetics industry verticals.
Historically, we have focused on developing industry expertise and deep client relationships in a limited number of industry verticals. As a result, a substantial portion of our revenue has been generated by clients operating in the financial services, food and beverage and pharmaceutical and cosmetics industry verticals.
Despite our efforts to comply with such licenses, we or our clients may be subject to claims from third parties that our use or our clients’ use of certain open-source software infringes the claimants’ intellectual property rights. G enerally, our agreements require that we indemnify clients against such claims.
Despite our efforts to comply with such licenses, we or our clients may be subject to claims from third parties that our use or our clients’ use of certain open-source software infringes the claimants’ intellectual property rights. Generally, our agreements require that we indemnify clients against such claims.
Although we take steps to avoid infringement, misappropriation or violation by us or our clients of the intellectual property rights of third-parties , any such claims, whether or not meritoriou s, could result in costly litigation and divert the efforts of our management and personnel.
Although we take steps to avoid infringement, misappropriation or violation by us or our clients of the intellectual property rights of third-parties, any such claims, whether or not meritorious, could result in costly litigation and divert the efforts of our management and personnel.
The failure to meet these integration challenges could seriously harm our financial condition and results of operation s. Realizing the benefits of acquisitions depends partly on the integration of operations and personnel.
The failure to meet these integration challenges could seriously harm our financial condition and results of operations. Realizing the benefits of acquisitions depends partly on the integration of operations and personnel.
In the event that portions of our solutions or client deliverables are determined to be subject to an open source license, we or our clients could be required to publicly rele ase the affected portions of source code, pay damages for breach of contract, re- engineer all, or a portion of, the applicable software, discontinue sales of one or more of our solutions in the event re-engineering cannot be accomplished on a timely basis or take other remedial action that may divert resources away from our development efforts.
In the event that portions of our solutions or client deliverables are determined to be subject to an open source license, we or our clients could be required to publicly release the affected portions of source code, pay damages for breach of contract, re-engineer all, or a portion of, the applicable software, discontinue sales of one or more of our solutions in the event reengineering cannot be accomplished on a timely basis or take other remedial action that may divert resources away from our development efforts.
A delay in our ability to obtain a signed agreement or other persuasive evidence o f an arrangement, or to complete certain contract requirements in a particular quarter, could reduce our revenue in that quarter or render us entirely unable to collect payment for work already performed.
A delay in our ability to obtain a signed agreement or other persuasive evidence of an arrangement, or to complete certain contract requirements in a particular quarter, could reduce our revenue in that quarter or render us entirely unable to collect payment for work already performed.
Our insurance policies, including our errors and omissions insurance , may be inadequate or insufficient to compensate us for the potentially significant losses resulting from claims arising from breaches of our contracts, disruptions in our services, failures or disruptions to our infrastructure, catastrophic events and di sasters or otherwise.
Our insurance policies, including our errors and omissions insurance, may be inadequate or insufficient to compensate us for the potentially significant losses resulting from claims arising from breaches of our contracts, disruptions in our services, failures or disruptions to our infrastructure, catastrophic events and disasters or otherwise.
Additionally, we do not carry cyber insurance, which may expose us to certain potential losses for damages in an amount exceeding our resources. Further, such insurance may not be available to us in the future on economically reasona ble terms, or at all.
Additionally, we do not carry cyber insurance, which may expose us to certain potential losses for damages in an amount exceeding our resources. Further, such insurance may not be available to us in the future on economically reasonable terms, or at all.
Further, there can be no assurance that we had or will have full access to all necessary information to assess any asse ts acquired or will acquire and identify and mitigate the risks, liabilities and contingencies in connection with the due diligence performed.
Further, there can be no assurance that we had or will have full access to all necessary information to assess any assets acquired or will acquire and identify and mitigate the risks, liabilities and contingencies in connection with the due diligence performed.
Also, in the context of our acquisitions, we may face c ontingent liabilities in connection with, among others things, ( i ) judicial and/or administrative proceedings of the business we acquire, including civil, regulatory, tax, labor, social security, environmental and intellectual property proceedings, and (ii ) financial, reputational and technical issues, including with respect to accounting practices, financial statement disclosures and internal controls, as well as other regulatory matters, all of which may not be sufficiently indemnifiable under the relevan t acquisition agreement and may impact our financial reporting obligations and the preparation of our audited consolidated financial statements, resulting in delays to such preparation.
Also, in the context of our acquisitions, we may face contingent liabilities in connection with, among others things, (i) judicial and/or administrative proceedings of the business we acquire, including civil, regulatory, tax, labor, social security, environmental and intellectual property proceedings, and (ii) financial, reputational and technical issues, including with respect to accounting practices, financial statement disclosures and internal controls, as well as other regulatory matters, all of which may not be sufficiently indemnifiable under the relevant acquisition agreement and may impact our financial reporting obligations and the preparation of our audited consolidated financial statements, resulting in delays to such preparation.
Any failure in a client’s or third-party servic e provider’s system, whether or not a result of or related to the services we provide, or a breach of security relating to the services we provide to the client could damage our reputation or result in a claim for substantial damages against us.
Any failure in a client’s or third-party service provider’s system, whether or not a result of or related to the services we provide, or a breach of security relating to the services we provide to the client could damage our reputation or result in a claim for substantial damages against us.
As a result, if we fail to properly evaluate acquisitions or investments, we may not achieve the anticipated benefits of any such acquisitions, and we may incur cos ts in excess of what we anticipate. Acquisitions frequently involve anticipated benefits related to the integration of operations of the acquired business.
As a result, if we fail to properly evaluate acquisitions or investments, we may not achieve the anticipated benefits of any such acquisitions, and we may incur costs in excess of what we anticipate. Acquisitions frequently involve anticipated benefits related to the integration of operations of the acquired business.
Certain Risks Relating to Brazil ● Exchange rate instability ma y have adverse effects on the Brazilian economy, us and the price of our Class A common shares. ● The Brazilian federal government has exercised, and continues to exercise, significant influence over the Brazilian economy.
Certain Risks Relating to Brazil ● Exchange rate instability may have adverse effects on the Brazilian economy, us and the price of our Class A common shares. ● The Brazilian federal government has exercised, and continues to exercise, significant influence over the Brazilian economy.
Competitors may also respond to market conditions by lowering prices and attempting to lure away our clients. We cannot predict the timing, strength, or dur ation of any economic slowdown, instability, or recovery, generally or within any particular industry .
Competitors may also respond to market conditions by lowering prices and attempting to lure away our clients. We cannot predict the timing, strength, or duration of any economic slowdown, instability, or recovery, generally or within any particular industry .
In addition, certain liabilities, such as claims of third parties for intellectual property infringement, breaches of data protection and security requirements, or breaches of confidentiality obligations, for which we may be req uired to indemnify our clients, could be substantial.
In addition, certain liabilities, such as claims of third parties for intellectual property infringement, breaches of data protection and security requirements, or breaches of confidentiality obligations, for which we may be required to indemnify our clients, could be substantial.
Our rates are affected by a number of factors, including: ● our clients’ perception of our ability to add value through our services; ● our competitors’ pricing policies; ● bid practices of c lients and their use of third-party advisors; ● the ability of large clients to exert pricing pressure; ● employee wage levels and increases in compensation costs; ● employee utilization levels; ● our ability to charge premium prices when justified by market deman d or the type of service; and ● general economic conditions, including inflation rates.
Our rates are affected by a number of factors, including: ● our clients’ perception of our ability to add value through our services; ● our competitors’ pricing policies; ● bid practices of clients and their use of third-party advisors; ● the ability of large clients to exert pricing pressure; ● employee wage levels and increases in compensation costs; ● employee utilization levels; ● our ability to charge premium prices when justified by market demand or the type of service; and ● general economic conditions, including inflation rates.
If we are not able to maintain favorable pricing for our services, our profitability could suffer, and our business, financial condition, results of operations and prospects may be materially adversely affected. 17 Table of Contents We have experienced, and may in the future experience, a long selling cycle with respect to c ertain projects that require significant investment of human resources and time by both our clients and us.
If we are not able to maintain favorable pricing for our services, our profitability could suffer, and our business, financial condition, results of operations and prospects may be materially adversely affected. 16 Table of Contents We have experienced, and may in the future experience, a long selling cycle with respect to certain projects that require significant investment of human resources and time by both our clients and us.
It could cause delays or disruptions in services provided by key suppliers and vendors, make us and our service providers more vulnerable to security breaches, denial of service attacks or other hacking or phishing attacks, or have other unpredictable eff ects.
It could cause delays or disruptions in services provided by key suppliers and vendors, make us and our service providers more vulnerable to security breaches, denial of service attacks or other hacking or phishing attacks, or have other unpredictable effects.
Any failure to maintain the high quality of our products and services, or a market perception that we do not maintain a high-quality service, could erode client trust and adversely affect our reputation, business, results of operation s and financial condition.
Any failure to maintain the high quality of our products and services, or a market perception that we do not maintain a high-quality service, could erode client trust and adversely affect our reputation, business, results of operations and financial condition.
Increases in our current levels of attrition may increase our operating costs and adversely af fect our future business prospects. In order to sustain our growth, we must attract and retain a large number of highly-skilled and talented IT professionals.
Increases in our current levels of attrition may increase our operating costs and adversely affect our future business prospects. In order to sustain our growth, we must attract and retain a large number of highly skilled and talented IT professionals.
Macroeconomic conditions, such as a potential credit crisis in the global financial system as well as in the local markets in which we operate, could also result in financial difficulties for our clients, including limited access to the credit markets, insolve ncy or bankruptcy.
Macroeconomic conditions, such as a potential credit crisis in the global financial system as well as in the local markets in which we operate, could also result in financial difficulties for our clients, including limited access to the credit markets, insolvency or bankruptcy.
The Brazilian Civil Rights Framework for the Internet also determines joint and several liabilities between foreign parent companies and the local Brazilian subsidiary for the payment of fines that may be imposed for breach of its provisions. Admin istrative penalties may be applied cumulatively.
The Brazilian Civil Rights Framework for the Internet also determines joint and several liabilities between foreign parent companies and the local Brazilian subsidiary for the payment of fines that may be imposed for breach of its provisions. Administrative penalties may be applied cumulatively.
We may need additional capital, and a failure by us to raise additional capital on ter ms favorable to us, or at all, could limit our ability to grow our business and develop or enhance our service offerings to respond to market demand or competitive challenges.
We may need additional capital, and a failure by us to raise additional capital on terms favorable to us, or at all, could limit our ability to grow our business and develop or enhance our service offerings to respond to market demand or competitive challenges.
These integration activities are complex and time- consuming, and we may encounter unexpected difficulties or incur unexpected costs, including: ● our inability to achieve the operating synergies anticipated in the acquisitions; ● diversion of management attention from ongoing business concerns to integration matters; ● consolidating and rationalizing information technology platforms and administrative infra structures; ● complexities associated with managing the geographic separation of the combined businesses and consolidating multiple physical locations; ● retaining IT professionals and other key employees; ● integrating personnel from different corporate cultures while main taining focus on providing consistent, high quality service; ● demonstrating to our clients and to clients of acquired businesses that the acquisition will not result in adverse changes in client service standards or business focus; ● possible cash flow interr uption or loss of revenue as a result of transitional matters; and ● inability to generate sufficient revenue to offset acquisition costs.
These integration activities are complex and time- consuming, and we may encounter unexpected difficulties or incur unexpected costs, including: ● our inability to achieve the operating synergies anticipated in the acquisitions; ● diversion of management attention from ongoing business concerns to integration matters; ● consolidating and rationalizing information technology platforms and administrative infrastructures; ● complexities associated with managing the geographic separation of the combined businesses and consolidating multiple physical locations; ● retaining IT professionals and other key employees; ● integrating personnel from different corporate cultures while maintaining focus on providing consistent, high quality service; ● demonstrating to our clients and to clients of acquired businesses that the acquisition will not result in adverse changes in client service standards or business focus; ● possible cash flow interruption or loss of revenue as a result of transitional matters; and ● inability to generate sufficient revenue to offset acquisition costs.
We are foc used on growing our client base internationally and may not be successful. We are focused on geographic expansion, particularly in North America and Europe.
We are focused on growing our client base internationally and may not be successful. We are focused on geographic expansion, particularly in North America and Europe.
The successful assertion of one or more large claims against us in amounts greater than those covered by our current insurance policies could materially adversely affect our business, financial conditi on and results of operations.
The successful assertion of one or more large claims against us in amounts greater than those covered by our current insurance policies could materially adversely affect our business, financial condition and results of operations.
The rates and other pricing terms negotiated with our clients are highly dependent on the internal forecasts of our o perating costs and predictions of increases in those costs influenced by marketplace factors, as well as the proposed scope of work.
The rates and other pricing terms negotiated with our clients are highly dependent on the internal forecasts of our operating costs and predictions of increases in those costs influenced by marketplace factors, as well as the proposed scope of work.
In addition, the use of open-source software may entail greater risks than the use of third-party commercial software, as open-source licensors generally do not provide warrant ies or other contractual protections regarding infringement claims or the quality of the code.
In addition, the use of open-source software may entail greater risks than the use of third-party commercial software, as open-source licensors generally do not provide warranties or other contractual protections regarding infringement claims or the quality of the code.
We may also be subject to claims by third parties asserting that we, companies we have acquired, our employees or our independent contractors have misappropriated their intellectual property, or claiming ownership of what we regard as our own intellectua l property.
We may also be subject to claims by third parties asserting that we, the companies we have acquired, our employees or our independent contractors have misappropriated their intellectual property, or claiming ownership of what we regard as our own intellectual property.
Real or perceived errors, failures or bugs in our products could result in negative publicity, loss of, or delay in, market acceptance of our solutions, loss of competitive p osition, lower client retention or claims by clients for losses sustained by them.
Real or perceived errors, failures or bugs in our products could result in negative publicity, loss of, or delay in, market acceptance of our solutions, loss of competitive position, lower client retention or claims by clients for losses sustained by them.
We believe the CI&T brand name and our reputation are important corpora te assets that help distinguish our services from those of our competitors and also contribute to our efforts to recruit and retain talented IT professionals.
We believe the CI&T brand name and our reputation are important corporate assets that help distinguish our services from those of our competitors and also contribute to our efforts to recruit and retain talented IT professionals.
If we are unable to meet our contractual obligations, we mig ht experience delays in the collection of or be unable to collect our client balances, which would adversely affect our results of operations and could adversely affect our cash flows.
If we are unable to meet our contractual obligations, we might experience delays in the collection of or be unable to collect our client balances, which would adversely affect our results of operations and could adversely affect our cash flows.
While we strive to maintain reasonable preventative and data security controls, it is not possible to prevent all security threats to our systems and data and t hose of our third-party service providers, over which we exert less control.
While we strive to maintain reasonable preventative and data security controls, it is not possible to prevent all security threats to our systems and data and those of our third-party service providers, over which we exert less control.
Daily fines may be imposed in judicial proceedings, as a way to compel compliance with a Brazilian court order. If for any reason a company fails to comply with the court order, the fine can reach signific ant amounts.
Daily fines may be imposed in judicial proceedings, as a way to compel compliance with a Brazilian court order. If for any reason a company fails to comply with the court order, the fine can reach significant amounts.
Financing may not be available in amounts or on terms acceptable to us, or at all, and could limit our ability to grow our business and develop or enhance our service offerings to respond to market deman d or competitive challenges.
Financing may not be available in amounts or on terms acceptable to us, or at all, and could limit our ability to grow our business and develop or enhance our service offerings to respond to market demand or competitive challenges.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

133 edited+149 added−35 removed20 unchanged
ITEM 4. INFORMATION ON THE COMPANY History and Development of the Company CI&T Software S.A. was founded in 1995 in Brazil and began working with research and development (R&D) companies for software development before expanding to provide technical services to “nearshore” customers.
ITEM 4. INFORMATION ON THE COMPANY A. History and Development of the Company CI&T Software S.A. was founded in 1995 in Brazil and began working with research and development (R&D) companies for software development before expanding to provide technical services to “nearshore” customers.
These translations should not be considered representations that any such amounts have been, could have been or could be converted at that or any other exchange rate.
These translations should not be considered representations that any such amounts have been, could have been or could be converted at that or any other exchange rate.
With an ABM (Account Based Marketing) approach, we gather creativity, intelligence and data in an engine that transforms leads into new clients by identifying the Ideal Customer Profile (ICP ). Our ABM approach further allows us to understand the ICP’s needs and objectives allowing us to customize the strategic sales pitch that suits their specific needs.
With an Account Based Marketing, or ABM, approach, we gather creativity, intelligence and data in an engine that transforms leads into new clients by identifying the Ideal Customer Profile, or ICP. Our ABM approach further allows us to understand the ICP’s needs and objectives allowing us to customize the strategic sales pitch that suits their specific needs.
The applicability of these laws and regulations to us, and their scope and interpretation, are constantly evolving, often uncertain, and may conflict between jurisdictions, and we anticipate the number of dat a privacy laws and the scope of individual data privacy and protection rights will increase, and as a result, the associated compliance burdens and costs could increase in the future.
The applicability of these laws and regulations to us, and their scope and interpretation, are constantly evolving, often uncertain, and may conflict between jurisdictions, and we anticipate the number of data privacy laws and the scope of individual data privacy and protection rights will increase, and as a result, the associated compliance burdens and costs could increase in the future.
We focus our business development efforts on nurturing relationships in order to build trust instead of working with the procurement teams. Given the large market, there are numerous players; however, only a few are digital native specialists like CI&T. O ur primary competitors include Globant S.A., EPAM Systems, Inc.,Endava plc and Thoughtwork Holdings, Inc..
We focus our business development efforts on nurturing relationships in order to build trust instead of working with the procurement teams. Given the large market, there are numerous players; however, only a few are digital native specialists like CI&T. Our primary competitors include Globant S.A., EPAM Systems, Inc.,Endava plc and Thoughtwork Holdings, Inc..
In Brazil, our activities are also subject to a Municipal Tax on Services ( Imposto Sobre Serviços , or “ISS”). Any increases in ISS rates could also harm our profitability.
In Brazil, our activities are also subject to a Municipal Tax on Services ( Imposto Sobre Serviços , or ISS). Any increases in ISS rates could also harm our profitability.
We expect that these “nearshore” hubs will allow us to increase our delivery capacity of solutions to major international brands operating in the key markets of North America an d Europe and enable us to energize innovation and digital transformation worldwide. In 2020, we also continued our global expansion with a new push into Australia.
We expect that these “nearshore” hubs will allow us to increase our delivery capacity of solutions to major international brands operating in the key markets of North America and Europe and enable us to energize innovation and digital transformation worldwide. In 2020, we also continued our global expansion with a new push into Australia.
Our Growth Units are further supported by our PowerHouses , specialized teams with deep digital competencies that help our clients remain updated with the latest emerging trends and technologies regardless of their sector. By empowering smaller teams, we have found that o ur employees remain more engaged and entrepreneurial while we continue to expand our global reach and scale.
Our Growth Units are further supported by our PowerHouses , specialized teams with deep digital competencies that help our clients remain updated with the latest emerging trends and technologies regardless of their sector. By empowering smaller teams, we have found that our employees remain more engaged and entrepreneurial while we continue to expand our global reach and scale.
Following December 31, 2020, and the expiry of those transitional arrangements, the data protection obligations of the GDPR continue to apply to United Kingdom-related processing of personal data in substantially unvaried form by virtue of section 3 of the European Union (Withdrawal) Act 2018, as amended, which, together with the ame nded UK Data Protection Act of 2018, retains the GDPR in UK national law.
Following December 31, 2020, and the expiry of those transitional arrangements, the data protection obligations of the GDPR continue to apply to United Kingdom-related processing of personal data in substantially unvaried form by virtue of section 3 of the European Union (Withdrawal) Act 2018, as amended, which, together with the amended UK Data Protection Act of 2018, retains the GDPR in UK national law.
In addition, our close ties with our main shareholder, Advent, has also opened doors to many new opportunities that we are capitalizing on. ● Advisory Growth Boards. We have established advis ory boards, called Growth Boards, comprising seasoned senior executives from different industries and specialties that generate business opportunities to support our go-to-market strategy.
In addition, our close ties with our main shareholder, Advent, has also opened doors to many new opportunities that we are capitalizing on. ● Advisory Growth Boards. We have established advisory boards, called Growth Boards, comprising seasoned senior executives from different industries and specialties that generate business opportunities to support our go-to-market strategy.
While most of our revenue is generated from the software development and software maintenance services we provide, consulting servi ces are an important part of our revenue generation and play a crucial role in how we engage with clients to identify business needs and develop customized software development solutions to enable digital transformation.
While most of our revenue is generated from the software development and software maintenance services we provide, consulting services are an important part of our revenue generation and play a crucial role in how we engage with clients to identify business needs and develop customized software development solutions to enable digital transformation.
Following the United Kingdom’s withdrawal from the EU on January 31, 2020, pursuant to the transitional arrangements agreed to between the United Kingdom and European Union, the GDPR cont inued to have effect in law in the United Kingdom, and continued to do so until December 31, 2020 as if the United Kingdom remained a member state of the EU for such purposes.
Following the United Kingdom’s withdrawal from the EU on January 31, 2020, pursuant to the transitional arrangements agreed to between the United Kingdom and European Union, the GDPR continued to have effect in law in the United Kingdom, and continued to do so until December 31, 2020 as if the United Kingdom remained a member state of the EU for such purposes.
The GDPR also provides that EU member states may enact their own additional laws and regulations in relation t o certain data processing activities. Recent legal developments in the EU have also created complexity and uncertainty regarding transfers of personal information from the EU to “third countries”, especially the United States.
The GDPR also provides that EU member states may enact their own additional laws and regulations in relation to certain data processing activities. Recent legal developments in the EU have also created complexity and uncertainty regarding transfers of personal information from the EU to “third countries”, especially the United States.
In addition to large enterprises, we also work with smaller, fast-growing companies tha t require a different set of services that allow us to test new offerings and develop new capabilities, or what we call our “muscle builder” strategy for learning and constantly evolving our offerings.
In addition to large enterprises, we also work with smaller, fast-growing companies that require a different set of services that allow us to test new offerings and develop new capabilities, or what we call our “muscle builder” strategy for learning and constantly evolving our offerings.
For example, Brazilian Law No. 12.546/2011, enacted as part of th e Brazilian Federal Government’s program called “Plano Brasil Maior ,” currently grants tax benefits regarding social security contributions levied on the company’s payroll.
For example, Brazilian Law No. 12.546/2011, enacted as part of the Brazilian Federal Government’s program called “Plano Brasil Maior,” currently grants tax benefits regarding social security contributions levied on the company’s payroll.
During this period, we ev olved from a niche R&D internet software company operating in Brazil to a global end-to-end digital transformation specialist impacting some of the world’s leading brands by combining digital strategy with customer-centric design and best-in-class software engineering. From our initial operations mainly in the Brazilian market, we began to work with large companies.
During this period, we evolved from a niche R&D internet software company operating in Brazil to a global end-to-end digital transformation specialist impacting some of the world’s leading brands by combining digital strategy with customer-centric design and best-in-class software engineering. From our initial operations mainly in the Brazilian market, we began to work with large companies.
Competition We believe that our early-stage approach, focusing on preparing companies for the future and h elping build emerging businesses instead of merely tackling operational issues, distinguishes us and places CI&T in a competitive position to develop potential business and opportunities with clients instead of responding to specific demands or projects.
Competition We believe that our early-stage approach, focusing on preparing companies for the future and helping build emerging businesses instead of merely tackling operational issues, distinguishes us and places CI&T in a competitive position to develop potential business and opportunities with clients instead of responding to specific demands or projects.
While this market encompasses several distinct technology solutions, we focus on application development and deployment, consulting, technology outsourcing, and support of IT sys tems to enable enterprise-wide digital change. Born in the digital space, CI&T has been at the forefront of innovation delivering business impact by transforming ideas into reality.
While this market encompasses several distinct technology solutions, we focus on application development and deployment, consulting, technology outsourcing, and support of IT systems to enable enterprise-wide digital change. Born in the digital space, CI&T has been at the forefront of innovation delivering business impact by transforming ideas into reality.
These administrative sanctions can be applied by other public authorities, such as the Attorney General’s Office and consumer protection agencies. We can also be subject to civil liabilities for violation of these laws.
These administrative sanctions can be applied by other public authorities, such as the Attorney General’s Office and consumer protection agencies. We can also be subject to civil liabilities for indemnifications related to the violation of these laws.
As a result, court decisions that have been issued in the past suspending the application of tax for any reason (including by declaration of its unconstitutionality) may potentially be reviewed and reversed by government authoritie s if the STF changes its understanding on that matter. We benefit from certain tax incentives in Brazil.
As a result, court decisions that have been issued in the past suspending the application of tax for any reason (including by declaration of its unconstitutionality) may potentially be reviewed and reversed by government authorities if the STF changes its understanding on that matter. We benefit from certain tax incentives in Brazil.
This strategic and financial partnership has enabled us to accelerate our global growth strategy, which is focused on increasing market share and brand awareness, attracting new talent, strengthening capabilities and e xpanding geographically. With its deep sector expertise, global platform, and operational resources, Advent has helped us build on our strong momentum.
This strategic and financial partnership has enabled us to accelerate our global growth strategy, which is focused on increasing market share and brand awareness, attracting new talent, strengthening capabilities and expanding geographically. With its deep sector expertise, global platform, and operational resources, Advent has helped us build on our strong momentum.
We are also subject to tax laws and regulations that may be interpreted differently by tax authorities and us. The application of indirect taxes, such as sales and use tax, value-added tax, or VAT, provincial taxes, goods and serv ices tax, business tax and gross receipt tax, to businesses such as ours is complex and continues to evolve.
We are also subject to tax laws and regulations that may be interpreted differently by tax authorities and us. The application of indirect taxes, such as sales and use tax, value-added tax, or VAT, provincial taxes, goods and services tax, business tax and gross receipt tax, to businesses such as ours is complex and continues to evolve.
If these proposals are enacted they may harm our profitability by increa sing our tax liabilities, increasing our tax compliance costs, or otherwise affecting our financial condition, results of operations and cash flows.
If these proposals are enacted they may harm our profitability by increasing our tax liabilities, increasing our tax compliance costs, or otherwise affecting our financial condition, results of operations and cash flows.
We also received G PTW certifications in the United States, Canada, Colombia, UK , Portugal, Japan and Australia . ● Learning . We manage the business and our people through an Adhocracy model, a decentralized decision-making process that promotes entrepreneurship and autonomy, enabling us to quickly adapt and learn.
We also received GPTW certifications in the United States, Canada, Colombia, the UK, Portugal, Japan and Australia . ● Learning . We manage the business and our people through an Adhocracy model, a decentralized decision-making process that promotes entrepreneurship and autonomy, enabling us to quickly adapt and learn.
The ADI challenges the constitutionality of Supplementary Law No. 157/16 before the Supreme Court, a rguing that the new legislation would adversely affect companies’ activities due to the increase of costs and bureaucracy related to the ISS payment to several municipalities and the compliance with tax reporting obligations connected therewith.
The ADI challenges the constitutionality of Supplementary Law No. 157/16 before the Supreme Court, arguing that the new legislation would adversely affect companies’ activities due to the increase of costs and bureaucracy related to the ISS payment to several municipalities and the compliance with tax reporting obligations connected therewith.
As companies across industries seek to transform their businesses, they require specialized engineering and creative talent to design customized, innovative solutions rapidly and at scale. Many companies and traditional IT outsourcing vendors today often lack the know-how and talent to implement these transf ormational changes at speed and scale.
As companies across industries seek to transform their businesses, they require specialized engineering and creative talent to design customized, innovative solutions rapidly and at scale. Many companies and traditional IT outsourcing vendors today often lack the know-how and talent to implement these transformational changes at speed and scale.
Many Growth Board members are former CI&T clients who deeply under stand our differentiators and introduce us to and help us target new clients who can benefit from our digital expertise. We have Growth Boards in North America, Europe, and Asia that actively help us onboard new business opportunities.
Many Growth Board members are former CI&T clients who deeply understand our differentiators and introduce us to and help us target new clients who can benefit from our digital expertise. We have Growth Boards in North America, Europe, and Asia that actively help us onboard new business opportunities.
Anti-corruption and sanctions We are subject to anti-corruption, anti-bribery, anti-money laundering and sanction laws and regulations, including the Brazilian Federal Law No. 12,846/2013, or the Clean Company Act, the United States Foreign Corrupt Practic es Act of 1977, as amended, or the FCPA, and the Proceeds of Crime Act, as amended.
Anti-corruption and sanctions We are subject to anti-corruption, anti-bribery, anti-money laundering and sanction laws and regulations, including the Brazilian Federal Law No. 12,846/2013, or the Clean Company Act, the United States Foreign Corrupt Practices Act of 1977, as amended, or the FCPA, and the Proceeds of Crime Act, as amended.
Our end-to-end solutions and collaborative approach allow us to establish deeply embedded, long-term relationships with our clients that in some instances date back over 15 years.
Our end-to-end solutions and collaborative approach allow us to establish deeply embedded, long-term relationships with our clients that in some instances date back over 17 years.
We define the parameters that guide our strategy and the priorities for the engagement, and pursue solutions that promote the most business impact. Together, we develop a co-designed strategy that identifies the business problem, provides an assessm ent of the organization’s people, processes and technology and maps out a digital initiative roadmap.
We define the parameters that guide our strategy and the priorities for the engagement, and pursue solutions that promote the most business impact. Together, we develop a co-designed strategy that identifies the business problem, provides an assessment of the organization’s people, processes and technology and maps out a digital initiative roadmap.
We typically enter into a master services agreement with our c lients, which provides a framework for services that is then supplemented by statements of work, which specify the particulars of each individual engagement, including the services to be performed, pricing terms, and performance criteria.
We typically enter into a master services agreement with our clients, which provides a framework for services that is then supplemented by statements of work, which specify the particulars of each individual engagement, including the services to be performed, pricing terms, and performance criteria.
In recent years, many emerging technologies and market trends, such as mobility, cloud computing, artifi cial intelligence and hyper-connectivity, have revolutionized and continue to alter how end-users interact with their brands, forcing businesses to redefine engagement models and customer experiences.
In recent years, many emerging technologies and market trends, such as mobility, cloud computing, artificial intelligence and hyper-connectivity, have revolutionized and continue to alter how end-users interact with their brands, forcing businesses to redefine engagement models and customer experiences.
We are currently recognized as one of the top employers in our sector by the Glassdoor “Overall rating” and “Recommend to a Friend” indicators, and over the last 16 consecutive years we have been certified as a “Great Place to Work” in Brazil by the GPTW Institute.
We are currently recognized as one of the top employers in our sector by the Glassdoor “Overall rating” and “Recommend to a Friend” indicators, and over the last 1 7 consecutive years we have been certified as a “Great Place to Work” in Brazil by the GPTW Institute.
If any person in the Cayman Islands knows or suspects, or has reasonable grounds for knowing or suspecti ng that another person is engaged in criminal conduct or money laundering, or is involved with terrorism or terrorist financing and property, and the information for that knowledge or suspicion came to their attention in the course of business in the regul ated sector, or other trade, profession, business or employment, the person will be required to report such knowledge or suspicion to ( i ) the Financial Reporting Authority of the Cayman Islands (the “ FRA ”), pursuant to the Proceeds of Crime Act (as revised ) of the Cayman Islands, if the disclosure relates to criminal conduct or money laundering, or (ii) a police officer of the rank of constable or higher, or the FRA, pursuant to the Terrorism Act (As Revised) of the Cayman Islands, if the disclosure relates to involvement with terrorism or terrorist financing and property.
If any person in the Cayman Islands knows or suspects, or has reasonable grounds for knowing or suspecting that another person is engaged in criminal conduct or money laundering, or is involved with terrorism or terrorist financing and property, and the information for that knowledge or suspicion came to their attention in the course of business in the regulated sector, or other trade, profession, business or employment, the person will be required to report such knowledge or suspicion to ( i ) the Financial Reporting Authority of the Cayman Islands (the “ FRA ”), pursuant to the Proceeds of Crime Act (as revised) of the Cayman Islands, if the disclosure relates to criminal conduct or money laundering, or (ii) a police officer of the rank of constable or higher, or the FRA, pursuant to the Terrorism Act (As Revised) of the Cayman Islands, if the disclosure relates to involvement with terrorism or terrorist financing and property.
In these proceedings, the STF ruled that a decision rendered with respect to a taxpayer cannot prevail over subsequent decisions issued by the STF that apply to all taxpayers and, consequently, decisions rendered on an individual basis can be reversed if the STF ch anges its understanding.
In these proceedings, the STF ruled that a decision rendered with respect to a taxpayer cannot prevail over subsequent decisions issued by the STF that apply to all taxpayers and, consequently, decisions rendered on an individual basis can be reversed if the STF changes its understanding.
After accounting for the Contribution and the new 11,111,111 Class A common shares that were issued and sold by us in our initial public offering and the 3,888,889 Class A Common shares sold by the selling sharehold ers, including through the exercise of the over-allotment option, we had a total of 132,197,896 common shares issued and outstanding immediately following the offering, of which, 117,197,896 were Class B common shares beneficially owned by our pre-IPO shar eholders, and 15,000,000 were Class A common shares beneficially owned by investors purchasing in the IPO and as of December 31, 2021.
After accounting for the Contribution and the new 11,111,111 Class A common shares that were issued and sold by us in our initial public offering and the 3,888,889 Class A Common shares sold by the selling shareholders, including through the exercise of the over-allotment option, we had a total of 132,197,896 common shares issued and outstanding immediately following the offering, of which, 117,197,896 were Class B common shares beneficially owned by our pre-IPO shareholders, and 15,000,000 were Class A common shares beneficially owned by investors purchasing in the IPO and as of December 31, 2021.
Our end-to-end offering starts by addressing our clients’ challenges and identifying opportunities where digital technologies can create value ( Strategy ), then iterating with multidisciplinary teams to create viable solutions ( Design ) and finally, implementing these digital products and platforms at speed and scale ( Engineerin g ).
Our end-to-end offering starts by addressing our clients’ challenges and identifying opportunities where digital technologies can create value ( Strategy ), then iterating with multidisciplinary teams to create viable solutions ( Design ) and finally, implementing these digital products and platforms at speed and scale ( Engineering ).
We believe that the combination of Adhocracy and an attitude of being an “always learning” organization makes us unique. Our growth and delivery model is focused on bringing together multidisciplinary teams that gai n a comprehensive view of the client’s challenges and strategic objectives.
We believe that the combination of Adhocracy and an attitude of being an “always learning” organization makes us unique. Our growth and delivery model is focused on bringing together multidisciplinary teams that gain a comprehensive view of the client’s challenges and strategic objectives.
Intellectual Property We currently do not depend on any patents or registrations for our services or the products we develop for our customers, which are highly customized to our clients’ needs. Base d on our contractual arrangements, our clients usually own the intellectual property in the software solutions we deliver.
Intellectual Property We currently do not depend on any patents or registrations for our services or the products we develop for our customers, which are highly customized to our clients’ needs. Based on our contractual arrangements, our clients usually own the intellectual property in the software solutions we deliver .
This process focuses on quickly id entifying and prioritizing digital initiatives that will create the most impact and value for our clients and their end-customers, which we typically aim to deliver in 90-day cycles to promote quarterly impact.
This process focuses on quickly identifying and prioritizing digital initiatives that will create the most impact and value for our clients and their end-customers, which we typically aim to deliver in 90-day cycles to promote quarterly impact.
Another example is the benefits provided by Brazilian Law No. 11,196/2005, which currently grants tax benefits to companies that invest in research and development, provided that some requirements are met, which reduces our annual corporate income tax expe nse.
Another example is the benefits provided by Brazilian Law No. 11,196/2005, which currently grants tax benefits to companies that invest in research and development, provided that some requirements are met, which reduces our annual corporate income tax expense.
We also compete with traditional IT providers such as Accenture PLC, Capgemini SE, Cognizant Technology Solutions Corporation; and digital agencies a nd consulting firms including Ideo and McKinsey & Company. Corporate and Social Responsibility Since 2009 we have been improving and evolving our environmental, social and governance (ESG) efforts as a foundational part of our business.
We also compete with traditional IT providers such as Accenture PLC, Capgemini SE , Cognizant Technology Solutions Corporation; and digital agencies and consulting firms including Ideo and McKinsey & Company. 51 Table of Contents Corporate and Social Responsibility Since 2009 we have been improving and evolving our environmental, social and governance (ESG) efforts as a foundational part of our business.
In case of non-compliance with the LGPD, we are subject to administrative sanctions applicable by the ANPD from August 1, 2021 onwards, on an isolated or cumu lative basis, that can range from a warning, obligation to disclose incidents, temporary blocking and/or elimination of personal data related to the infraction, a fine of up to 2.0% of our revenue, or revenue of the company or group of companies in Brazil for the last fiscal year, excluding taxes, up to the global amount of R$50,000 thousand per violation, a daily fine, up to the aforesaid global limit, suspension of the operation of the database related to the infraction for a maximum period of six months, which can be extended for an equal period, until the regularization of the processing by the controlling shareholder, suspension of activities related to the processing of personal data related to the infraction for a period of six months, which can be ex tended for an equal period, and partial or total prohibition to exercise activities related to data processing.
In case of non-compliance with the LGPD, we are subject to administrative sanctions applicable by the ANPD from August 1, 2021 onwards, on an isolated or cumulative basis, that can range from a warning, obligation to disclose incidents, temporary blocking and/or elimination of personal data related to the infraction, a fine of up to 2.0% of our revenue, or revenue of the company or group of companies in Brazil for the last fiscal year, excluding taxes, up to the global amount of R$50 million per violation, a daily fine, up to the aforesaid global limit, suspension of the operation of the database related to the infraction for a maximum period of six months, which can be extended for an equal period, until the regularization of the processing by the controlling shareholder, suspension of activities related to the processing of personal data related to the infraction for a period of six months, which can be extended for an equal period, and partial or total prohibition to exercise activities related to data processing.
As digital transformation trends take hold across industries, we actively develop new strategic channels and connections that provide us with significant new and ongoing business within our partners’ ec osystems (Google, Acquia, Microsoft, VTEX, Bain & Company etc.).
As digital transformation trends take hold across industries, we actively develop new strategic channels and connections that provide us with significant new and ongoing business within our partners’ ecosystems (Google, Acquia, Microsoft, VTEX, Bain & Company etc.).
If we do not comply with our obligations under the GDPR, we could be exposed to s ignificant fines of up to €20 million or up to 4.0% of the total worldwide annual turnover of the preceding financial year, whichever is higher.
If we do not comply with our obligations under the GDPR, we could be exposed to significant fines of up to €20 million or up to 4.0% of the total worldwide annual turnover of the preceding financial year, whichever is higher.
The GDPR is wide-ranging in scope and implements stringent requirements in relation to the collection, use, retention, protection, disclosur e, transfer and other processing of personal data relating to EU individuals, with substantial monetary penalties for violations.
The GDPR is wide-ranging in scope and implements stringent requirements in relation to the collection, use, retention, protection, disclosure, transfer and other processing of personal data relating to EU individuals, with substantial monetary penalties for violations.
While focused on expanding our business in North America and Europe, we believe our deep roots in Latin America, especially in Brazil, benefit our growth strategy given the region’s massive size and height ened demand for digital transformation services.
While focused on expanding our business in North America and Europe, we believe our deep roots in Latin America, especially in Brazil, benefit our growth strategy given the region’s massive size and heightened demand for digital transformation services.
Empowered by these technologies, consumers are more sophisticated than ever and are increasi ngly demanding seamless digital experiences. Meanwhile, companies across industries with new, tech-centric business models that embrace these trends challenge traditional enterprises.
Empowered by these technologies, consumers are more sophisticated than ever and are increasingly demanding seamless digital experiences. Meanwhile, companies across industries with new, tech-centric business models that embrace these trends challenge traditional enterprises.
As part of our strong culture, we take it upon ourselves to always deliver for our clients and we believe that, as a result, they end up becoming our biggest advoc ates and promoters over time. ● Partner relationships.
As part of our strong culture, we take it upon ourselves to always deliver for our clients and we believe that, as a result, they end up becoming our biggest advocates and promoters over time. ● Partner relationships.
While focuse d on expanding our business in North America and Europe, we believe our deep roots in Latin America, especially in Brazil, benefit our growth strategy given the region’s massive size and heightened demand for digital transformation services.
While focused on expanding our business in North America and Europe, we believe our deep roots in Latin America, especially in Brazil, benefit our growth strategy given the region’s massive size and heightened demand for digital transformation services.
The LGPD provides for, among others, the rights of holders of personal data, the legal bases applicable to the processing of personal data, the requisites for obtaining consent, the obligations and requisit es related to security incidents and leakages and transfers of data, either Brazilian or international, as well as the creation of the National Authority for Data Protection ( Autoridade Nacional de Proteção de Dados ), or ANPD, responsible for the inspectio n, promotion, disclosure, regulation, the establishment of guidelines and application of the law.
The LGPD provides for, among others, the rights of holders of personal data, the legal bases applicable to the processing of personal data, the requisites for obtaining consent, the obligations and requisites related to security incidents and leakages and transfers of data, either Brazilian or international, as well as the creation of the National Authority for Data Protection ( Autoridade Nacional de Proteção de Dados ), or ANPD, responsible for the inspection, promotion, disclosure, regulation, the establishment of guidelines and application of the law.
European Union and the United Kingdom The General Data Protection Regulation 2016/679, or the GDPR, became effective in May 2018, and is applicable to companies pro cessing personal data of individuals in the European Union, or the EU, and the European Economic Area, or the EEA.
European Union and the United Kingdom The General Data Protection Regulation 2016/679, or the GDPR, became effective in May 2018, and is applicable to companies processing personal data of individuals in the European Union, or the EU, and the European Economic Area, or the EEA.
Personal data as defined under the GDPR includes any type of information that can identify a living individual, including nam e, identification number, email address, location, internet protocol addresses, and cookie identifiers.
Personal data as defined under the GDPR includes any type of information that can identify a living individual, including name, identification number, email address, location, internet protocol addresses, and cookie identifiers.
In return for this Contrib ution, we issued 121,086,785 new Class B common shares to the existing shareholders of CI&T Brazil in a one to 68.14 exchange for the shares of CI&T Brazil indirectly contributed to us. As a result, CI&T Brazil is our indirect wholly-owned subsidiary as o f the consummation of the Contribution.
In return for this Contribution, we issued 121,086,785 new Class B common shares to the existing shareholders of CI&T Brazil in a one to 68.14 exchange for the shares of CI&T Brazil indirectly contributed to us. As a result, CI&T Brazil is our indirect wholly-owned subsidiary as of the consummation of the Contribution.
This planning also encompasses developing skills, team structure, processes, and technologies to implement the prioritized digital solutions. ● Digital Tra nsformation: We work shoulder-to-shoulder with our clients’ teams to constantly improve and change how they work.
This planning also encompasses developing skills, team structure, processes, and technologies to implement the prioritized digital solutions. ● Digital Transformation: We work shoulder-to-shoulder with our clients’ teams to constantly improve and change how they work.
New taxes could also require us to incur substantial costs to capture data and collect and remit taxes. 56 Table of Contents C. Organizational Structure Corp orate Events We are a Cayman Islands exempted company, incorporated with an indefinite term and limited liability on June 7, 2021 for purposes of carrying out our initial public offering.
New taxes could also require us to incur substantial costs to capture data and collect and remit taxes. 55 Table of Contents C. Organizational Structure Corporate Events We are a Cayman Islands exempted company, incorporated with an indefinite term and limited liability on June 7, 2021 for purposes of carrying out our initial public offering.
To meet rising consumer expectations and compete against these emergin g digital-first companies, traditional enterprises invest in digital transformation to digitize their legacy applications and processes and increase the efficiency of customer interactions.
To meet rising consumer expectations and compete against these emerging digital-first companies, traditional enterprises invest in digital transformation to digitize their legacy applications and processes and increase the efficiency of customer interactions.
We are required to use significant judgment in order to evaluate applicable tax obligations. In many cases, the ultimate tax determination is unc ertain because it is unclear how existing statutes apply to our business.
We are required to use significant judgment in order to evaluate applicable tax obligations. In many cases, the ultimate tax determination is uncertain because it is unclear how existing statutes apply to our business.
We believe this dynamic creates an attractive opportunity for a digital native company like ours to help companies rapidly adapt while meeting the demands of their end-customers. According to the International Data Corporation (“IDC”), the digital transformation services market is massive.
We believe this dynamic creates an attractive opportunity for a digitally native company like ours to help companies rapidly adapt while meeting the demands of their end customers . According to the International Data Corporation, or IDC, the digital transformation services market is massive.
ESG-driven busine ss resonates with our purpose and we believe it increases our attractiveness for people, customers and the communities of which we are a part. CI&T has been a signatory of the UN Global Compact since July 2021, which is an initiative with a special focus o n reducing inequality and creating economic development through business.
ESG-driven business resonates with our purpose and we believe it increases our attractiveness for people, customers and the communities of which we are a part. CI&T has been a signatory of the UN Global Compact since July 2021, which is an initiative with a special focus on reducing inequality and creating economic development through business.
We leverage our expertise in digital services, processes, and practices to evolve our clients’ business model, operating model, and culture s o they can adapt faster to change. [2] Customer-Centric Design. ● Customer Experience: We help our clients identify issues with their customers’ experiences and run interviews, collect surveys, and use different data sources to map the customer experience.
We leverage our expertise in digital services, processes, and practices to evolve our clients’ business model, operating model, and culture so they can adapt faster to change. (ii) Customer-Centric Design. ● Customer Experience: We help our clients identify issues with their customers’ experiences and run interviews, collect surveys, and use different data sources to map the customer experience.
Any actual or perceived failure to safeguard data adequately, destroy data securely, or otherwise comply with the requirements of these laws and regulations, may subj ect us to litigation, regulatory investigations or enforcement actions under federal, state or foreign data security, unfair practices or consumer protection laws and contractual penalties, and result in monetary damages, damage to our reputation or advers ely affect our ability to retain customers or attract new customers.
Any actual or perceived failure to safeguard data adequately, destroy data securely, or otherwise comply with the requirements of these laws and regulations, may subject us to litigation, regulatory investigations or enforcement actions under federal, state or foreign data security, unfair practices or consumer protection laws and contractual penalties, and result in monetary damages, damage to our reputation or adversely affect our ability to retain customers or attract new customers.
These maps have all the information (e.g., channels, influencers , opportunities, and others) that we can analyze and apply to base our decisions on fueling growth and improving customer satisfaction. 48 Table of Contents ● Digital Products and Platform: We apply cutting-edge user interface and user experience design practices coupled with cu stomer-centric product management and multi-disciplinary teams working on short cycles to build apps and digital services that work together seamlessly to deliver digital solutions. ● Data, AI and Machine-Learning: We foster a data-driven approach to increas e our clients’ confidence and preparedness to make decisions.
These maps have all the information (e.g., channels, influencers, opportunities, and others) that we can analyze and apply to base our decisions on fueling growth and improving customer satisfaction. ● Digital Products and Platform: We apply cutting-edge user interface and user experience design practices coupled with customer-centric product management and multi-disciplinary teams working on short cycles to build apps and digital services that work together seamlessly to deliver digital solutions. ● Data, AI and Machine-Learning: We foster a data-driven approach to increase our clients’ confidence and preparedness to make decisions.
This involves our teams of strategists, data scien tists, value-stream managers, solutions architects and designers working closely with clients to build and test solutions that include digital products such as mobile applications, eCommerce experiences, data/AI platforms and digital journeys designed to r each target customers. CI&T works to deliver quarterly impact that can ultimately scale and digitally transform a business.
This involves our teams of strategists, data scientists, value-stream managers, solutions architects and designers working closely with clients to build and test solutions that include digital products such as mobile applications, eCommerce experiences, data/AI platforms and digital journeys designed to reach target customers. CI&T works to deliver quarterly impact that can ultimately scale and digitally transform a business.
The LGPD establishes general principles, obligations and detailed rules to be observed by individuals or public or private companies in operations involving the processing of personal data in Brazil, including the co llection, use, processing and storage of personal data, which affects all economic sectors, including the relationship between customers and suppliers of goods and services, employees and employers and other relationships in which personal data is processe d, whether in a digital or physical environment.
The LGPD establishes general principles, obligations and detailed rules to be observed by individuals or public or private companies in operations involving the processing of personal data in Brazil, including the collection, use, processing and storage of personal data, which affects all economic sectors, including the relationship between customers and suppliers of goods and services, employees and employers and other relationships in which personal data is processed, whether in a digital or physical environment.
This tax benefit authorizes us to calculate and collect social security contributi ons based on 4.5% of our gross revenues, instead of 20% of salaries on our payroll, reducing our social security burden.
This tax benefit authorizes us to calculate and collect social security contributions based on 4.5% of our gross revenues, instead of 20% of salaries on our payroll, reducing our social security burden.
As a result, our compliance with federal, state and foreign laws and regulations dealing with the use, colle ction, storage, transmission, disclosure, disposal and other processing of personal data is core to the operation of our business. Regulators worldwide have adopted or proposed requirements regarding the collection, use, transfer, security, storage, destr uction, and other processing of personal data.
As a result, our compliance with federal, state and foreign laws and regulations dealing with the use, collection, storage, transmission, disclosure, disposal and other processing of personal data is core to the operation of our business. Regulators worldwide have adopted or proposed requirements regarding the collection, use, transfer, security, storage, destruction, and other processing of personal data.
We actively help our clie nts innovate through these trusted relationships while increasing our share of revenues, as demonstrated by our Net Revenue Retention Rate, which is the ratio of the difference between the Net revenue and the Net revenue generated from new clients in a gi ven year, over Net revenue from the previous year.
We actively help our clients innovate through these trusted relationships while increasing our share of revenues, as demonstrated by our Net Revenue Retention Rate, which is the ratio of the difference between the Net revenue and the Net revenue generated from new clients in a given year, over Net revenue from the previous year.
This struc ture is also complementary to our inorganic growth strategy through which we seek to expand by acquiring companies whose businesses are strategically aligned with our growth plans, as this structure enables quick and efficient integration of an acquired co mpany into our growth model.
This structure is also complementary to our inorganic growth strategy through which we seek to expand by acquiring companies whose businesses are strategically aligned with our growth plans, as this structure enables quick and efficient integration of an acquired company into our growth model.
Over the course of more than 28 years of oper ations, we have demonstrated a strong track record of revenue growth and have grown to provide services to a client list consisting of over 150 large enterprises and fast-growing companies from several industries across the globe.
Over the course of more than 29 years of operations, we have demonstrated a strong track record of revenue growth and have grown to provide services to a client list consisting of over 150 large enterprises and fast-growing companies from several industries across the globe.
It may be costly to implement security or other measures designed to co mply with these laws and regulations, as well as any new or updated laws or regulations.
It may be costly to implement security or other measures designed to comply with these laws and regulations, as well as any new or updated laws or regulations.
In addition to the admi nistrative sanctions due to the noncompliance with the obligations established by the LGPD, we can be held liable for individual or collective material damages, and non-material damages caused to holders of personal data, including when caused by service p roviders, including SaaS partners, that serve as processors of personal data on our behalf.
In addition to the administrative sanctions due to the noncompliance with the obligations established by the LGPD, we can be held liable for individual or collective material damages, and non-material damages caused to holders of personal data, including when caused by service providers, including SaaS partners, that serve as processors of personal data on our behalf.
Over 100 CI&T executives are d edicated to this process, in addition to regular client interactions for engagements. Under this strategy, we pursue the following: ● Land new client relationships. We believe there are significant untapped opportunities to win new large enterprises and ot her fast-growing companies across different industries globally.
Over 100 CI&T executives are dedicated to this process, in addition to regular client interactions for engagements. Under this strategy, we pursue the following: ● Land new client relationships. We believe there are significant untapped opportunities to win new large enterprises and other fast-growing companies across different industries globally.
The imposition of the administrative sanctio ns of the LGPD does not prevent the imposition of administrative sanctions set forth by other laws that address issues related to data privacy and protection, such as the Brazilian Code of Consumer Defense and the Brazilian Civil Rights Framework for the I nternet.
The imposition of the administrative sanctions of the LGPD does not prevent the imposition of administrative sanctions set forth by other laws that address issues related to data privacy and protection, such as the Brazilian Code of Consumer Defense and the Brazilian Civil Rights Framework for the Internet.
To oversee these initiatives, we have committees with regular meetings ranging from CI&T’s board of directors to the regional action groups consisting o f employees that voluntarily engage with these actions.
To oversee these initiatives, we have committees with regular meetings ranging from CI&T’s board of directors to the regional action groups consisting of employees who voluntarily engage with these actions.
In December 31, 2022, we reached 50% of representation in our teams by the following groups: women, people of color, people from the LGBTQIAP+ community and people with disabilities . We also have made progress towards our gender diversity goals and have increased the representation of women across our teams from 22% in 2018 to 29.6% in 2022.
On December 31, 2023, we reached 50.3 % of representation in our teams by the following groups: women, people of color, people from the LGBTQIAP+ community and people with disabilities. We also have made progress towards our gender diversity goals and have increased the representation of women across our teams from 22% in 2018 to 29.2 % in 2023.
As a resu lt, the Supreme Court granted an injunction to suspend the enforcement of Supplementary Law No. 157/16. In June 2020, the ADI was included in the judgment agenda of the Supreme Court but, as of the date of this annual report, a final decision on this matt er is currently pending.
As a result, the Supreme Court granted an injunction to suspend the enforcement of Supplementary Law No. 157/16. In June 2020, the ADI was included in the judgment agenda of the Supreme Court but, as of the date of this annual report, a final decision on this matter is currently pending.
In 2019, funds managed by Advent International (“Advent”), a global priva te equity firm and asset manager, raised funds with investors, making a strategic minority investment in CI&T through Advent-Managed Vehicles. Meanwhile, our founders, Cesar Nivaldo Gon, Bruno Guiçardi Neto and Fernando Matt Borges Martins, remained the ma jority shareholders of the business.
In 2019, funds managed by Advent International, or Advent, a global private equity firm and asset manager, raised funds with investors, making a strategic minority investment in CI&T through Advent-Managed Vehicles. Meanwhile, our founders, Cesar Nivaldo Gon, Bruno Guiçardi Neto and Fernando Matt Borges Martins, remained the majority shareholders of the business.
According to IDC, 73% of organizations are still 12 to 24 months away from developing a plan t o operationalize their enterprise digital strategies. Confronted with these challenges, some enterprises have turned to large IT outsourcers for support.
According to IDC, 73% of organizations are still 12 to 24 months away from developing a plan to operationalize their enterprise digital strategies. Fa ced with these challenges, some organizations have turned to large IT outsourcers for support.
As a digital native specialist, we provide an end-to-end digital offering foc used on business impact, helping our clients by combining three significant competencies: [1] Digital Strategy. ● Roadmapping : We first work closely with our client teams to understand business challenges and align on opportunities to improve the client busin ess.
As a digital native specialist, we provide an end-to-end digital offering focused on business impact, helping our clients by combining three significant competencies: (i) Digital Strategy. ● Roadmapping : We first work closely with our client teams to understand business challenges and align on opportunities to improve the client business.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Item 5. Operating and Financial Review and Prospects—A. Operating Results— Consolidated Results of Operations—Year Ended December 31, 2021 Compared to the Year Ended December 31, 2020 ” on pages 64-67 of our annual report on Form 20-F for the year ended December 31, 2021.
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Item 5. Operating and Financial Review and Prospects — N on- IFRS Measures .” Market Share and Other Information This report contains data related to economic conditions in the market in which we operate. The information contained in this report concerning economic conditions is based on publicly available information from third-party sources that we believe to be reasonable.
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Other metrics, including IFRS and Non-IFRS Financial Measures Year ended December 31, 2022 2022 2021 (in thousands of US $)* ( in thousands of Brazilian reais) Other data: Gross profit margin 34.9% 34.9% 35.2% Adjusted Gross Profit 154,799 807,694 542,462 Adjusted Gross Profit Margin 36.9% 36.9% 37.6% Adjusted EBITDA 80,011 417,472 324,081 Adjusted EBITDA Margin 19.1% 19.1% 22.4% Adjusted Net Profit 40,945 213,637 164,134 Adjusted Net Profit Margin 9.9% 9.8% 11.4% * For convenience purposes only, amounts in reais for the year ended December 31, 2022 have been translated to U.S. dollars using an exchange rate of R$5.2177 to US$1.00, the commercial selling rate for U.S. dollars as of December 31, 2022, as reported by the Brazilian Central Bank.
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Market data and certain industry forecast data used in this report were obtained from internal reports and studies, where appropriate, as well as estimates, market research, publicly available information (including information available from the United States Securities and Exchange Commission, or SEC, website) and industry publications, including industry research reports we commissioned from International Data Corporation, or IDC. 5 Table of Contents Industry publications, governmental publications and other market sources 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.
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These translations s hould not be considered representations that any such amounts have been, could have been or could be converted at that or any other exchange rate. 64 Table of Contents Non-IFRS Measures We regularly monitor a number of financial and operating metrics to evaluate our business, measure our performance, identify trends affecting our business, formulate financial projections and make strategic decisions.
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While we are not aware of any misstatements regarding the market and industry data presented herein, our estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed in the section entitled “ Risk Factors .” Except as disclosed in this report, none of the publications, reports or other published industry sources referred to in this report were commissioned by us or prepared at our request.
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These non-IFRS financial measures include Adjusted Gross Profit, Adjusted Gross Profit Margin, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Profit for the period, Adjusted Net Profit Margin for the period, Net Revenue at Constant Currency, and Net Revenue Increase at Constant Currency are not measures calculated in accordance with IFRS, has limitations as an analytical tool, and should be considered in addition to results prepared in accordance with IFRS, but not as substitutes for IFRS results.
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Except as disclosed in this report, we have not sought or obtained the consent of any of these sources to include such market data in this report. Rounding We have made rounding adjustments to some of the figures included in this report for ease of presentation.
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In addition, our calculation of these non-IFRS financial measures may be different from the calculation used by other companies, and therefore comparability may be limited. These non-IFRS financial measures are provided as additional information to enhance investors’ overall understanding of the historical and current financial performance of our operations.
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Accordingly, numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that preceded them.
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Adjusted Gross Profit and Adjusted Gross Profit Margin We use Adjusted Gross Profit as the main key performance ind icator (“KPI”) for monitoring the operational performance of our projects.
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FORWARD-LOOKING STATEMENTS This annual report includes statements that constitute estimates and forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or Securities Act, and Section 21E of the Securities Exchange Act, as amended, or Exchange Act.
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In calculating Adjusted Gross Profit, we exclude costs and expenses which not relate to the direct management of our services (depreciation and amortization related to costs of ser vices provided, and stock-based compensation expenses.
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The words “believe,” “will,” “may,” “may have,” “would,” “estimate,” “continues,” “anticipates,” “intends,” “plans,” “expects,” “budget,” “scheduled,” “forecasts” and similar words are intended to identify estimates and forward-looking statements.
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These adjustments are applied in order to allow us to evaluate the profitability of a project or customer reflecting only the outcome under the direct management of the project managers, and to assist us and our project managers in evaluating risks and opportunities associated with potential contract renewals or renegotiations with customers for existing and future projects.
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Estimates and forward-looking statements refer only to the date when they were made, and we do not undertake any obligation to update or revise any estimate or forward-looking statement due to new information, future events or otherwise, except as required by law.
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We calculate Adjusted Gross Profit as Gross profit, adjusted to: ● exclude costs and expenses which are not related to the direct management of our services (depreciation and amortization costs related to costs of services provided); and ● exclude stock-based compensation expense.
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Estimates and forward-looking statements involve risks and uncertainties and do not guarantee future performance, as actual results or developments may differ substantially from the expectations described in the forward-looking statements.
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In addition, we also monitor Adj usted Gross Profit Margin, which is Adjusted Gross Profit divided by Net revenue. Adjusted Gross Profit Margin is a useful metric of our profitability and allows us to have a view on the profitability, on a percentage point basis, that we expect to derive from different projects and clients.
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Forward-looking statement include, but are not limited to, statements about: ● the impact of the ongoing war in Ukraine and economic sanctions imposed by Western economies over Russia, as well as the Israel and Hamas conflict, and their impact on global economy, which are highly uncertain and are difficult to predict; ● global economic conditions including supply chain disruptions, market volatility (volatility in the global banking sector), inflation and measures to control inflations (e.g., high interest rates), lack of liquidity in the capital and financial markets, and labor challenges, among other factors; ● our ability to retain existing clients and attract new clients, including our ability to increase revenue from existing clients and diversify our revenue concentration; ● our ability to maintain favorable pricing, productivity levels and utilization rates; ● our ability to adapt to technological change and innovate solutions for our clients; ● our ability to effectively manage our international operations, including our exposure to foreign currency exchange rate fluctuations; ● the effects of increased competition as well as innovations by new and existing competitors in our market; ● our ability to sustain our revenue growth rate in the future; ● our ability to successfully identify acquisition targets, consummate acquisitions and successfully integrate acquired businesses and personnel, such as relating to our recent acquisitions; ● our expectations of future operating results of financial performance; 6 Table of Contents ● our ability to attract and retain highly-skilled IT professionals at cost-effective rates; ● our ability to retain continued services of our senior development team or other key employees, ● our plans for growth and future operations, including our ability to manage our growth; ● uncertainty concerning the current economic, political, and social environment in Latin America, specifically in Brazil, including changes in laws and regulations and in the interpretation thereof, and impacts of legal decisions by the Brazilian Federal Supreme Court (Supremo Tribunal Federal, or STF); and ● the i mpact of pandemics, epidemics or disease outbreaks (such as the COVID-19 pandemic) and measures taken in response thereto.
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Adjusted EBITDA and Adjusted EBITDA Margin We also regularly monitor Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”) and Adjusted EBITDA Margin.
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Forward-looking statements are not guarantees of future performance and involve risks and uncertainties.
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We calculate Adjusted EBITDA, as Net Profit, plus net finance costs, income tax expense, depreciation and amortization, plus: ● stock-based compensation expenses (for additional information, see note 24 to our audited consolidated financial statements); ● consulting expenses, related to our IPO and corporate reorganization (for additional information, see note 24 to our audited consolidated financial statements); ● government grants for tax reimbursements in our subsidiary in China (for additional informatio n, see note 24 to our audited consolidated financial statements ); ● non-cash expenses related to the impairment associated with the discontinuation of certain investments made by Dextra on intangible assets related to digital platforms; and ● acquisition-related expenses: fair value adjustment on accounts payable f or business combination, consulting expenses and retention packages.
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Actual results and developments may be substantially different from the expectations described in the forward-looking statements for a number of reasons, many of which are not under our control, among them the activities of our competition, the future global economic situation, exchange rates, and operational and financial risks.
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We make these adjustments to isolate our operating results in a given period, in order to verify whether we are being efficient in generating operating profits, or how much of our Net pro fit is being consumed by operating costs, and how much is reverting to operating profitability.
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The unexpected occurrence of one or more of the abovementioned events may significantly change the results of our operations on which we have based our estimates and forward-looking statements.
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In addition, we also monitor Adjusted EBITDA Margin, which is Adjusted EBITDA divided by Net revenue for the same period.
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In light of the risks and uncertainties described above, the events referred to in the estimates and forward-looking statements included in this report may or may not occur, and our business performance and results of operation may differ materially from those expressed in our estimates and forward-looking statements, due to factors that include but are not limited to those mentioned above.
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Adjusted EBITDA Margin allows us to c ompare and track operating profitability for different periods. 65 Table of Contents Adjusted Net Profit for the period and Adjusted Net Profit Margin for the period We regularly monitor our Adjusted Net Profit for the period and Adjusted Net Profit Margin for the period.
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These forward-looking statements are made as of the date of this annual report, and we assume no obligation to update them or revise them to reflect new events or circumstances.
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We c alculate Adjusted Net Profit for the period by excluding certain impacts on Net profit for the period.
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There can be no assurance that the forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. 7 Table of Contents
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We calculate Adjusted Net Profit as Net Profit, plus: ● consulting expenses, related to our IPO and corporate reorganization; ● non-cash expenses related to the impairment associated with the discontinuation of certain investments made by Dextra on intangible assets related to digital platforms; and ● acquisition -related expenses: amortization of intangible assets from acquired companies, fair value adjustment on accounts payable for business combination , consulting expenses and retention packages.
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In addition, we also monitor Adjusted Net Profit Margin for the period, which is Adjusted Net Profit for the period divided by Net revenue. Adjusted Net Profit Margin for the period is a useful metric since it allows us to have a view of profit creation ef ficiency regardless of changes in the scale of Net profit for different periods.
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Net Revenue at Constant Currency and Net Revenue Increase at Constant Currency We monitor our Net Revenue at Constant Currency and Net Revenue Increase at Constant Currency.
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As the impact of foreign currency exchange rates is highly volatile and difficult to predict, we believe Net Revenue at Constant Currency and Net Revenue Increase at Constant Currency allow us to better understand the underlying business trends and perform ance of our ongoing operations on a period-over-period basis by eliminating the effect of fluctuations in the exchange rates we use in the translation of our Net revenue in foreign currencies into Brazilian reais .
Removed
We calculate Net Revenue at Constant Curre ncy and Net Revenue Growth at Constant Currency by translating Net revenue from entities reporting in foreign currencies into Brazilian reais using the comparable foreign currency exchange rates from the prior period.
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For example, the comparable rates in effect for the fiscal year ended December 31, 2021 were used to convert revenue for the fiscal year ended December 31, 2022, rather than the actual exchange rates in effect during the respective period.
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While we believe that Net Revenue at Constant Currency and Net Revenue Increase at Constant Currency provide useful information to investors in understanding and evaluating our results of operations in the same man ner as our management, our use of Net Revenue at Constant Currency and Net Revenue Increase at Constant Currency has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our financial results as reported under IFRS.
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Further, other companies, including companies in our industry, may report Net Revenue at Constant Currency and Net Revenue Inc rease at Constant Currency differently.
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Year ended December 31, Net revenue increase % ( 2) 2022 2021 ( in thousands of Brazilian reais) Net revenue (as reported) 51.5% 2,187,710 1,444,380 Net Revenue at Constant Currency( 1) 57.9% 2,277,958 1,442,539 (1) We calculate Net Revenue at Constant Currency and Net Revenue Growth at Constant Currency by translating Net revenue from entities reporting in foreign currencies into Brazilian reais using the comparable foreign currency exchange rates from the prior peri od.
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The annual average rates in effect for the fiscal year ended December 31, 2021 that were used to calculate Net Revenue at Constant Currency for the fiscal year ended December 31, 2022 and 2021 were 5.3965 Brazilian reais to U.S. dollars, 4.0523 Brazil ian reais to Australian dollars, 4.3042 Brazilian reais to Canadian dollars, 0.8367 Brazilian reais to renminbi, 6.3784 Brazilian reais to euros, 7.4206 Brazilian reais to British pounds and 0.0491 Brazilian reais to Japanese yen.
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(2) Net revenue increas e is the percentage increase in Net revenue or Net Revenue at Constant Currency, as applicable from one period to the following comparable period, as measured using Net revenue (as reported) or Net Revenue at Constant Currency, as applicable. 66 Table of Contents The following table presents a reconciliation of Adjusted Gross Profit, Adjusted EBITDA, and Adjusted Net Profit for the period, as well as their respective margins, to the most comparable IFRS measure for each such metric: Year ended December 31, 2022 2022 2021 ( in thousands of US$) ( in thousands of Brazilian reais) Net revenue 419,286 2,187,710 1,444,380 Reconciliation of Adjusted Gross Profit Gross Profit 146,135 762,491 508,648 Adjustments Depreciation and amortization (cost of services provided) 7,852 40,968 31,884 Stock Options 812 4,235 1,930 Adjusted Gross Profit 154,799 807,694 542,462 Adjusted Gross Profit Margin 36.9% 36.9% 37.6% Reconciliation of Adjusted EBITDA Net profit for the year 24,132 125,916 125,957 Adjustments Net finance costs 14,115 73,646 34,232 Income tax expense 14,251 74,356 84,417 Depreciation and amortization 18,122 94,558 48,354 Stock Options 1,051 5,486 2,531 Consulting expenses related to the secondary public share offering - - 2,220 Government grants (219) (1,141) (2,481) Impairment of intangible assets - - 21,895 Acquisition-related expenses 8,558 44,652 6,957 Adjusted EBITDA 80,011 417,472 324,081 Adjusted EBITDA Margin 19.1% 19.1% 22.4% Reconciliation of Adjusted Net Profit Net profit for the period 24,132 125,916 125,957 Adjustments Consulting expenses related to the secondary public share offering - - 2,220 Impairment of intangible assets - - 21,895 Acquisition-related expenses 16,812 87,721 14,062 Adjusted Net profit for the year 40,945 213,637 164,134 Adjusted Net profit Margin for the year 9.8% 9.8% 11.4% * For convenience purposes only, amounts in reais for the year ended December 31, 2022 have been translated to U.S. dollars using an exchange rate of R$5.2177 to US$1.00, the commercial selling rate for U.S. dollars as of December 31, 2022, as reported by the Brazilian Central Bank.
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These translations s hould not be considered representations that any such amounts have been, could have been or could be converted at that or any other exchange rate. 67 Table of Contents B. Liquidity and Capital Resources As of December 31, 2022, we had R$185,727 thousand in cash and cash equivalen ts and R$96,299 thousand in financial investments.
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In the ordinary course of business, our principal funding requirements are for working capital requirements, capital expenditures and investments, servicing our indebtedness and distributions to our shareholders. We typically meet these requirements throu gh operational cash flow and borrowings from private banks.
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As a result of such borrowings, we may be subject to restrictions and covenants in the agreements governing these transactions that may place limitations on us. See “ Indebtedness ” below. Our fi nancing strategy is to fund our necessary capital expenditures and to preserve our liquidity while meeting our debt payment obligations.
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We believe that our cash and cash equivalents (in the amount of R$185,727 thousand as of December 31, 2022), and fina ncial investments (in the amount of R$96,299 thousand as of December 31, 2022) will be adequate to meet our capital expenditure requirements and liquidity needs in 2023. We have R$231,296 thousand in loans and borrowings maturing in 2023.
Removed
We have non-cu rrent loans and borrowings of R$742,935 thousand, of which R$168,668 thousand matures in 2024, and R$574,267 thousand matures until 2027. We believe that our cash generated from operations, new borrowings in the financial and capital markets or additional equity issuance will be adequate to meet our capital expenditure requirements and liquidity needs for the next twelve months.
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As of December 31, 2022, 76% of our cash and cash equivalents are held in U.S. dollars and Brazilian reais, with the remaining 24 % held in Australian dollars, euros, pounds, Canadian dollars, Chinese Yuan and Japanese yen based on the relevant subsidiary.
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Additionally, as of December 31, 2022, we had R$96,299 thousand (US$18,456 thousand) in financial investment, fully allocated in a U.S. dollars interest-bearing account and time deposits, presenting immediate liquidity. We aim to maintain adequate liquidity levels at each of our subsidiaries, based on the cash generated from operating activities and borrowings from private banks.
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However, our liquidity assumptions may prove to be incorrect, and we could exhaust our available financial resources sooner than we currently expect. We may seek to raise additional funds at any time through equity, equity-linked or debt-financing arran gements.
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Our future capital requirements and the adequacy of available funds will depend on many factors, including those described in the section of this report captioned “Risk Factors.” We may not be able to secure additional financing to meet our opera ting requirements on acceptable terms, or at all.
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We believe we have an efficient cash flow control system that allows us to maintain cash available in sufficient amounts to meet our obligations as they become due, and we also have an investment policy to direct our available resources to the available options in the market. Our investment policy is designed to minimize the credit risk of our counterparties.
Removed
In 2022, we did not declare and paid dividends. In addition, on October 8, 2021, the shareholders o f CI&T Brazil approved an extraordinary dividend payment of R$55,005 thousand (US$10,997 thousand) based on profits from the previous fiscal year, which was paid to the existing shareholders of CI&T Brazil on October 18, 2021 from the profit reserve accoun t.
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The following table shows the generation and use of cash for the years ended December 31, 2022 and 2021: 68 Table of Contents Cash Flow Data: Year ended December 31, 2022 2022 2021 (in thousands of US $)* ( in thousands of Brazilian reais) Cash generated from operating activities 6,917 36,092 132,379 Net cash used in investing activities (15,823) (82,560) (1,507,544) Net cash from financing activities 19,293 100,663 1,376,766 Exchange variation effect on cash and cash equivalents (804) (4,195) (20,949) Cash reduction due to spin-off effect - - (7,752) Cash and cash equivalents as of January 1st 26,013 135,727 162,827 Net increase in Cash and cash equivalents at end of period (1) 9,583 50,000 (27,1 00) * For convenience purposes only, amounts in reais for the year ended December 31, 2022 have been translated to U.S. dollars using an exchange rate of R$5.2177 to US$1.00, the commercial selling rate for U.S. dollars as of December 31, 2022, as reported by the Brazilian Central Bank.
Removed
These translations sh ould not be considered representations that any such amounts have been, could have been or could be converted at that or any other exchange rate. (1) It includes exchange variation and spin-off effects.
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Cash generated from operating activities Net cash from operating activities was R$36,092 thousand for 2022, compared to net cash from operating activities of R$132,379 thousand for 2021.
Removed
This decrease is mainly attributed to higher variation in operating assets and liabilities, including an increase in trade receivables and contract assets in 2022, associated with the increase in net revenue, partially offset by an increase in suppliers, salaries and welfare charges.
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Interest paid on loans and borrowings increased to R$70,096 thousand in 2022 from R$1 2,149 thousand in 2021, which was partially offset by a reduction in income tax paid to R$48,299 in 2022 from R$64,150 thousand in 2021.
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Net cash used in investing activities Net cash used in investing activities was R$82,560 thousand for 2022, compared to net cash used in investing activities of R$1,507,544 thousand for 2021. This decrease is mainly attributed to the redemption in financial investments of R$655,533 thousand in 2022, compared to a contribution of financial investments of R$784,915 thousand in 2021.
Removed
In addition, the amount of cash spent on acquisitions of subsidiaries, net of cash acquired in 2022 was R$745,726 thousand, compared to R$692,722 thousand in 2021. Investments in acquisition of property and equipment and intangible assets totaled R$22,967 thousand in 2022 compared to R$29,907 in 2021.
Removed
Net cash from financing activities Net cash from financing activities was R$100,663 thousand for 2022, compared to net cash from financing activities of R$1,376,766 thousand in 2021.
Removed
This decrease is mainly attributed to: ( i ) a decrease in the amount of proceeds from loans and borrowings to R$527,507 thousand in 2022 from R$740,596 thousand in 2021; partially offset by (ii) the payment of loans and borrowings in the amount of R$350,571 thousand in 2 022 compared to R$75,196 in 2021, and (iii) the payment of lease liabilities in the amount of R$26,993 thousand in 2022, compared to R$17,656 thousand in 2021.
Removed
In addition, the net cash from financing activities in 2021 was positively impacted by the net p roceeds from our IPO in the amount of R$915,947 thousand. 69 Table of Contents Indebtedness As of December 31, 2022, our total outstanding consolidated indebtedness (non-current and current loans and borrowings) was R$974,231 thousand, consisting of R$231,296 thousand of shor t-term indebtedness, and R$742,935 thousand of long-term indebtedness.
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The increase of R$185,522 thousand in total outstanding consolidated indebtedness from December 31, 2021 is mainly related to the financing of the NTERSOL acquisition in the amount of R $341,170 thousand. As of December 31, 2022, the debt listed below was outstanding.
Removed
We seek to obtain financing at the most favorable rate available to us and to maintain a balanced debt profile combining fixed and variable rate debt: ● Export Credit Notes (NCE) issued to Banco Bradesco in the total principal amount of R$298,443 thousand bearing interest at the CDI rate + 1.10% and CDI rate + 1.75 % due in February 2023 and July 2026, respectively. ● Advance of Foreign Exchange Agreements ( ACC) with Citibank in the total amount of R$25,128 thousand, bearing fixed interest at 4.06% and 2.28% due in June 2023 and 3.80% due in April 2023. ● an Export Credit Note (NCE) issued to Citibank in the principal amount of R$129,701 thousand bearing int erest at the three-month Libor rate + 2.07% due in July 2026. ● Advance of Foreign Exchange Agreements (ACC) with Banco Itaú in the total amount of R$53,500 thousand, bearing fixed interest at 4.86% due in August 2023. ● Advance of Foreign Exchange Agreements (ACC) with Banco Bradesco in the total amount of R$15,183 thousand, bearing fixed interest at 3.98% due in April 2023 . ● a Loan from Banco Santander in the principal amount of R$111,106 thousand bearing fixed interest at 5.02% due in April 2026 . ● a Loan from Citibank in the principal amount of R$209,193 thousand bearing interest at the SOFR rate + 2.79% due in October 2027; ● a Loan from HSBC in the principal amount of R$131,977 thousand bearing interest at the SOFR rate + 2.90% due in October 2027.
Removed
Certain of our debt instruments described above include covenants and events of default triggers, including acceleration events in the event of a change of control.
Removed
The most relevant are the restrictions related to a change of shareholder co ntrol without prior consent of the creditor and the requirement to maintain a net debt to EBITDA ratio below or equal to 3:00 to 1:00.
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The net debt/EBITDA ratio is calculated using only our financial debt and we are also able to exclude expenses related to M&A and IPO events incurred during a given fiscal year. As of December 31, 2022, we were in compliance with all such financial covenants.
Removed
Capital Expenditures In 2022, we made investments in property, plant and equipment and intangible assets of R$22,967 thousand, and in 2021, we made investments in property and equipment and intangible assets of R$29,907 thousand. These capital expenditures are mainly related t o new IT equipment and software investments.
Removed
The decrease in the acquisition of fixed assets is related to lower leasehold improvements, which reduced to R$12,226 thousand in 2022, from R$16,051 thousand in 2021. This effect was partially compensated by an increase in acquisition of IT equipment (laptops, monitors and smartphones) for new employees and furniture and fixtures in 2022 compared to 2021.
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For intangibles, the variation is related to network software renovation to support the company’s growth, c orporate systems for management to support the new compliance and regulatory policies and corporate database upgrades to comply with information security, regulatory and privacy data policies. 70 Table of Contents The following table sets forth our capital expenditures for the fiscal years 2022 and 2021: Year ended December 31, 2022 2022 2021 (in thousands of US $)* ( in thousands of Brazilian reais) Fixed assets acquisitions 3,707 19,343 25,742 Intangible assets acquisitions 695 3,624 4,165 Total Capital Expenditures 4,402 22,967 29,907 * For convenience purposes only, amounts in reais for the year ended December 31, 2022 have been translated to U.S. dollars using an exchange rate of R$5.2177 to US$1.00, the commercial selling rate for U.S. dollars as of December 31, 2022, as reported by the Brazilian Central Bank.
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These translations sh ould not be considered representations that any such amounts have been, could have been or could be converted at that or any other exchange rate. We expect to increase our capital expenditures, mainly related to IT equipment, as we hire new people to suppo rt the growth in our business and operations.
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We expect to meet our capital expenditure requirements for the next 12 months from our cash generated from operations, new borrowings in the financial and capital markets or additional equity issuances.
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Our fu ture capital requirements will depend on several factors, including our growth rate, the expansion of our research and development efforts, employee headcount, marketing and sales activities, the introduction of new features to our existing products and th e continued market acceptance of our products. C. Research and Development, Patents and Licenses, etc. See “ ‎ Item 4.
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Business Overview — Intellectual Property .” D. Trend Information See “ ‎ Item 5. Operating and Financial Review and Prospects — Factors Affecting Results of Operations .” E. Critical Accounting Policies and Estimates Our audited consolidated financial statements are prepared in conformity with IFRS as issued by the IASB.
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In pre paring 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.
Removed
Actual results could differ materially from these estimates under different assumptions or conditions. We regularly reevaluate our assumptions, judg ments, and estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. The revisions to estimates are recognized prospectively. See note 5 to our audited consolidated financial statements. 71 Table of Contents

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

57 edited+7 added−5 removed17 unchanged
Gon is an entrepreneur in the technology and digital space. He taught himself computer programming by the age of 11, and at 13 sold the code of a chess game to a tech magazine. At the age of 23, he founded CI&T. Under his leadership as CEO, the company has grown and expanded globally.
Mr. Gon is an entrepreneur in the technology and digital space. He taught himself computer programming by the age of 11, and at 13 sold the code of a chess game to a tech magazine. At the age of 23, he founded CI&T. Under his leadership as CEO, the company has grown and expanded globally.
In addition, there are policies in place to mitigate other Compliance risks, such as Conflicts of Interest, In sider Trading, Disclosure Controls and Procedures, Anti-corruption and Related Person Transactions. CI&T has a 9 pillar-based Compliance Program to prevent, detect and correct acts inconsistent with the company's principles and values.
In addition, there are policies in place to mitigate other Compliance risks, such as Conflicts of Interest, Insider Trading, Disclosure Controls and Procedures, Anti- corruption and Related Person Transactions. CI&T has a 9 pillar-based Compliance Program to prevent, detect and correct acts inconsistent with the company's principles and values.
Before joining Advent, from 1994 to 1997, he was a partner at International Venture Partners in São Paulo, where he was responsible for the overall operation of a media and communications fund focused on Brazil. Previously, h e was a general representative for Brazil at Matra Marconi Space for five years.
Before joining Advent, from 1994 to 1997, he was a partner at International Venture Partners in São Paulo, where he was responsible for the overall operation of a media and communications fund focused on Brazil. Previously, he was a general representative for Brazil at Matra Marconi Space for five years.
Nominating Committee Our Nominating Committee, which consists of Fernando Matt Borges Martins, Eduardo Campozana Gouveia and Brenno Raiko de Souza, assists our board of directors in nominating candidates for election to the board of dir ectors and overseeing the human resources policies and practices adopted by the Company and its subsidiaries, as appropriate.
Nominating Committee Our Nominating Committee, which consists of Fernando Matt Borges Martins, Eduardo Campozana Gouveia and Brenno Raiko de Souza, assists our board of directors in nominating candidates for election to the board of directors and overseeing the human resources policies and practices adopted by the Company and its subsidiaries, as appropriate.
Gouveia was the CEO of Cielo, a payment solutions, technology and retail services company, until August 2018. Before taking over Cielo in early 2017, he was the CEO of Alelo , a voucher Compa ny. He also founded and was the CEO of Livelo , a customer loyalty company of Banco do Brasil and Bradesco. Mr.
Mr. Gouveia was the CEO of Cielo, a payment solutions, technology and retail services company, until August 2018. Before taking over Cielo in early 2017, he was the CEO of Alelo , a voucher Company. He also founded and was the CEO of Livelo , a customer loyalty company of Banco do Brasil and Bradesco. Mr.
It regulates our interactions with our suppliers, clients, governmental entities and agents. Our code of ethics also provides fundamental rules of conduct related to conflict of interest situations, protecting ou r confidential information and assets and guaranteeing our compliance with applicable laws and relevant information on whistleblowing procedures.
It regulates our interactions with our suppliers, clients, governmental entities and agents. Our code of ethics also provides fundamental rules of conduct related to conflict of interest situations, protecting our confidential information and assets and guaranteeing our compliance with applicable laws and relevant information on whistleblowing procedures.
Board Practices Committees Audit Committee Our audit committee, which consists of Eduardo Campozana Gouveia, Maria Helena dos Santos Fernandes de Santana and Carla Alessandra Trematore , assists our board of directors in overseeing o ur accounting and financial reporting processes and the audits of our financial statements.
Board Practices Committees Audit Committee Our audit committee, which consists of Eduardo Campozana Gouveia, Maria Helena dos Santos Fernandes de Santana and Carla Alessandra Trematore , assists our board of directors in overseeing our accounting and financial reporting processes and the audits of our financial statements.
Previously, he was an associate at Kearney in São Paulo and New York. His consultancy experience includes M&A str ategy, commercial due diligence, and corporate strategy and operations for a broad range of industries. Mr.
Previously, he was an associate at Kearney in São Paulo and New York. His consultancy experience includes M&A strategy, commercial due diligence, and corporate strategy and operations for a broad range of industries. Mr.
Raiko holds a BS in Economics from Fundação Getulio Vargas in Rio de Janeiro and earned an MBA from Harvard Business School, with a Fundação Estuda r merit-based scholarship. Cesar Nivaldo Gon. Mr. Gon is a member of our board of directors and our global CEO. Mr. Gon has been leading CI&T since he co-founded it in 1995. Mr.
Raiko holds a BS in Economics from Fundação Getulio Vargas in Rio de Janeiro and earned an MBA from Harvard Business School, with a Fundação Estudar merit-based scholarship. Cesar Nivaldo Gon. Cesar Nivaldo Gon. Mr. Gon is a member of our board of directors and our global CEO. Mr. Gon has been leading CI&T since he co-founded it in 1995.
The following table lists our executive officers Name Age Position Cesar Nivaldo Gon 51 Chief Executive Officer Stanley Rodrigues 52 Chief Financial Officer Bruno Guiçardi Neto 51 Director of Operations The following is a brief summary of the business experience of our executive officers.
The following table lists our executive officers: Name Age Position Cesar Nivaldo Gon 52 Chief Executive Officer Stanley Rodrigues 53 Chief Financial Officer Bruno Guiçardi Neto 52 Director of Operations The following is a brief summary of the business experience of our executive officers.
The 1st Plan, with grants in 2020 and 2021, has four separate stock option programs, while the 2nd Plan, with grants in 2022, has only one program, in which we grant, for both plans, eligible options to ex ecutives, officers and directors who are settled in shareholders' equity, observing, among others, criteria determined by the Board of Directors and/or the Nomination Committee.
The 1st Plan, with grants in 2020 and 2021, has four separate stock option programs, while the 2nd Plan, with grants in 2022, has only one program, in which we grant, for both plans, eligible options to executives, officers and directors who are settled in shareholders' equity, observing, among others, criteria determined by the Board of Directors and/or the Nomination Committee.
Compensation Compensation of Directors and Executive Offic ers Under Cayman Islands law, we are not required to disclose compensation paid to our executive officers or management on an individual basis and we have not otherwise publicly disclosed this information elsewhere.
Compensation Compensation of Directors and Executive Officers Under Cayman Islands law, we are not required to disclose compensation paid to our executive officers or management on an individual basis and we have not otherwise publicly disclosed this information elsewhere.
Fernando Matt Borges Martins serves as Chairperson of the committee. As a foreign private issuer, our nominating committee is not r equired to satisfy the “independence” requirements as set forth in NYSE Rule 303.A.00. The nominating committee is governed by a charter that complies with otherwise applicable SEC and NYSE rules.
Fernando Matt Borges Martins serves as Chairperson of the committee. As a foreign private issuer, our nominating committee is not required to satisfy the “independence” requirements as set forth in NYSE Rule 303.A.00. The nominating committee is governed by a charter that complies with otherwise applicable SEC and NYSE rules.
She is a member of the Latin-American Corporate Governance Roundtable of the Organization for Economic Co-operation and Development. She holds a bachelor’s deg ree in economics from the Faculdade de Economia e Administração da Universidade de São Paulo – USP in Brazil . Carla Alessandra Trematore . Ms.
She is a member of the Latin-American Corporate Governance Roundtable of the Organization for Economic Co-operation and Development. She holds a bachelor’s degree in economics from the Faculdade de Economia e Administração da Universidade de São Paulo – USP in Brazil. Carla Alessandra Trematore . Ms.
She currently serves as ( i ) independent member of the board of directors and coordinator of the audit committee of BR Partners Participações ; (ii) independent member of the audit committee of Allied Tecnologia Agrogalaxy and Grupo Oncoclínicas , and (iii) member of the fiscal councils of Cosan , Comgás , Ânima Educação , Localiza and ISA-CTEEP.
She currently serves as ( i ) independent member of the board of directors and coordinator of the audit committee of BR Partners Participações ; (ii) independent member of the board of directors and audit committee of Allied Tecnologia ; (iii) independent member of the audit committee of Cosan, Agrogalaxy and Grupo Oncoclínicas , and (iv) member of the fiscal councils of Embraer, Rumo , Comgás , Ânima Educação , Localiza and ISA-CTEEP.
He also served for six years as Chairperson of the Latin American Private Equity & Venture Capital Association (LAVCA) and was a board member of the Associação Brasileira de Private Equity e Venture Capital (ABVCAP) from 2000 to 2017. Silv io Romero de Lemos Meira. Mr.
He also served for six years as Chairperson of the Latin American Private Equity & Venture Capital Association (LAVCA) and was a board member of the Associação Brasileira de Private Equity e Venture Capital (ABVCAP) from 2000 to 2017. Silvio Romero de Lemos Meira. Mr.
Meira is an independent member of our board of directors, and a special teacher at the Recife Center for Advanced Studies and Systems (CESAR), where he was also chief scientist until 2014, and “emeritus” professor at the Cent re of Informatics of the Federal University of Pernambuco.
Meira is an independent member of our board of directors, and a special teacher at the Recife Center for Advanced Studies and Systems (CESAR), where he was also chief scientist until 2014, and “emeritus” professor at the Centre of Informatics of the Federal University of Pernambuco.
ITEM 6. Directors, Senior Management and Employees Directors and Senior Management Our Articles of Association provide that, unless otherwise determined by a special resolution of shareholders, the board of directors will be composed of four to eleven directors, with the number being determined by a majority of the directors then in offi ce.
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES A. Directors and Senior Management Our Articles of Association provide that, unless otherwise determined by a special resolution of shareholders, the board of directors will be composed of four to eleven directors, with the number being determined by a majority of the directors then in office.
We intend to take all actions necessary for us to mainta in compliance as a foreign private issuer under the applicable corporate governance requirements of the Sarbanes-Oxley Act of 2002, the rules adopted by the SEC and the NYSE listing standards. D.
We intend to take all actions necessary for us to maintain compliance as a foreign private issuer under the applicable corporate governance requirements of the Sarbanes-Oxley Act of 2002, the rules adopted by the SEC and the NYSE listing standards. D.
As one of Advent’s global managing partners and a member of its executive committee, he helps oversee the firm’s strategic direction and investment activities, with a particular focus on Latin America. Mr. Etlin has 27 years of private equity experience and has led, co-led or participated in over 3 0 investments in the region.
As one of Advent’s global managing partners and a member of its executive committee, he helps oversee the firm’s strategic direction and investment activities, with a particular focus on Latin America. Mr. Etlin has 30 years of private equity experience and has led, co- led or participated in over 30 investments in the region.
In addition, the audit committee is directly responsible for the appointment, compensation, retention and oversight of the work of our independent registered publi c accounting firm. Maria Helena dos Santos Fernandes de Santana serves as a Chairperson of the committee .
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. Maria Helena dos Santos Fernandes de Santana serves as a Chairperson of the committee.
Other Corporate Governance Matters Foreign Private Issuer Exemption The Sarbanes-Oxle y Act of 2002, as well as related rules subsequently implemented by the SEC, requires foreign private issuers, including our company, to comply with various corporate governance practices.
Other Corporate Governance Matters Foreign Private Issuer Exemption The Sarbanes-Oxley Act of 2002, as well as related rules subsequently implemented by the SEC, requires foreign private issuers, including our company, to comply with various corporate governance practices.
Any vacancies on the board of directors that arise other than upon the removal of a director by resolution passed at a general meeting can be filled by the remaining directors (notwith standing that they may constitute less than a quorum).
Any vacancies on the board of directors that arise other than upon the removal of a director by resolution passed at a general meeting can be filled by the remaining directors (notwithstanding that they may constitute less than a quorum).
The audit committee consists exclusively of independent members of our board of directors who are financially literate, and Carla Alessandra Tremator e is considered an “audit committee financial expert” as defined by the SEC.
The audit committee consists exclusively of independent members of our board of directors who are financially literate, and Carla Alessandra Trematore is considered an “audit committee financial expert” as defined by the SEC.
Trematore is an independent member of our board of directors and member of our audit committee sin ce September 2022. She worked at big four audit firms from 1996 to 2010, and also served as accounting partner at Hirashima & Associados , a boutique consulting firm specialized in advisory services for M&A transactions. Among other previous roles, Ms.
Trematore is an independent member of our board of directors and member of our audit committee, since September 2022. She worked at big four audit firms from 1996 to 2010, and also served as accounting partner at Hirashima & Associados , a boutique consulting firm specializing in advisory services for M&A transactions. Among other previous roles, Ms.
Employees Our People Since our incorporation, we have considere d our employees our greatest asset, making sure that we have a healthy and humane environment, and that we offer an opportunity for people to grow professionally along with us.
Employees Our People Since our incorporation, we have considered our employees our greatest asset, making sure that we have a healthy and humane environment, and that we offer an opportunity for people to grow professionally along with us.
He is an experienced executive in the information technology industry and was the Chairperson of CI&T Brazil from June 2014 to May 2021, as well as a member of CI&T Brazil’s finance committee, nominating committee and ESG committee. Mr.
Martins was CI&T Brazil’s CFO from 2002 until 2014. He is an experienced executive in the information technology industry and was the Chairperson of CI&T Brazil from June 2014 to May 2021, as well as a member of CI&T Brazil’s finance committee, nominating committee and ESG committee. Mr.
Tre matore was the chairperson of the audit committee of Caixa Econômica Federal from 2017 to 2020 and member of the board of directors of BRB – Banco de Brasília.
Trematore was the chairperson of the audit committee of Caixa Econômica Federal from 2017 to 2020 and member of the board of directors of BRB – Banco de Brasília.
Our board of directors has determined that Eduardo Campozana Gouveia, Maria Helena dos Santos Fernandes de Santana and Carla Alessandra Trematore satisfy the “independence” requi rements set forth in Rule 10A-3 under the Exchange Act. The audit committee is governed by a charter that complies with applicable SEC and NYSE rules.
Our board of directors has determined that Eduardo Campozana Gouveia, Maria Helena dos Santos Fernandes de Santana and Carla Alessandra Trematore satisfy the “independence” requirements set forth in Rule 10A-3 under the Exchange Act. 74 Table of Contents The audit committee is governed by a charter that complies with applicable SEC and NYSE rules.
Our Articles of Association provide those directors shall be elected by an ordinary resolution of shareholders, which requires the affirmative vote of a simpl e majority of the votes cast on the resolution by the shareholders entitled to vote who are present, in person or by proxy, at the meeting.
Our Articles of Association provide that directors shall be elected by an ordinary resolution of shareholders, which requires the affirmative vote of a simple majority of the votes cast on the resolution by the shareholders entitled to vote who are present, in person or by proxy, at the meeting.
Share Ownership The shares and any outstanding shares beneficially owned by our directors and officers and/or entities affiliated with these individuals are disclosed in the section entitled “Major Shareholders.” F. Disclosure of a registrant’s action to recover erroneous ly awarded compensation Not applicable. 78 Table of Contents
Share Ownership The shares and any outstanding shares beneficially owned by our directors and officers and/or entities affiliated with these individuals are disclosed in the section entitled “Major Shareholders.” F. Disclosure of a registrant’s action to recover erroneously awarded compensation Not applicable.
Martins holds a master’s degree in Economics and Finance from Fundação Getúlio Vargas — EAESP, Brazil and degrees in b usiness administration and computer engineering from Fundação Getúlio Vargas — CEAG, Brazil and the State University of Campinas (UNICAMP). 72 Table of Contents Brenno Raiko de Souza . Mr. Raiko is the Chairperson of our board of directors. Mr.
Martins holds a master’s degree in Economics and Finance from Fundação Getúlio Vargas — EAESP, Brazil and degrees in business administration and computer engineering from Fundação Getúlio Vargas — CEAG, Brazil and the State University of Campinas (UNICAMP). Brenno Raiko de Souza . Mr. Raiko is the Chairperson of our board of directors. Mr.
He started his career in the IT department of Banco Banorte then served in the bank’s product, marke ting and sales departments. Mr. Gouveia holds a bachelor’s degree in Computer Science from the Universidade Federal do Pernambuco (UFPE), a specialization degree in Finance from IBMEC and an MBA in Marketing from the Fundação Getúlio Vargas (FGV).
He started his career in the IT department of Banco Banorte then served in the bank’s product, marketing and sales departments. Mr. Gouveia holds a bachelor’s degree in Computer Science from the Universidade Federal do Pernambuco (UFPE), a specialization degree in Finance from IBMEC and an MBA in Marketing from the Fundação Getúlio Vargas (FGV). Patrice Philippe Nogueira Baptista Etlin.
Patrice Philippe Nogueira Baptista Etlin . Mr. Etlin is a member of our board of directors and also a managing partner at Advent. Mr. Etlin joined Advent in 1997 and started the firm’s investment activities in Brazil.
Mr. Etlin is a member of our board of directors and also a managing partner at Advent. Mr. Etlin joined Advent in 1997 and started the firm’s investment activities in Brazil.
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 attest services; ● pre-approving the audit services and non-audit se rvices 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 applicabl e 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 managemen t and the independent auditor, 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 our Chief Executive Officer and Chief Financial Officer our disclosure controls and procedures and internal control over financial reporting; ● establishing procedures for the receipt, retention and treatment of complaints received by the C ompany regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters; and ● approving or ratifying any related person tran saction (as defined in our related person transaction policy) in accordance with our related person transaction policy. 76 Table of Contents The audit committee meets as often as it determines to be appropriate to carry out its responsibilities, but in any event, meets at leas t 4 times per year.
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 attest 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 and the independent auditor, 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 our Chief Executive Officer and Chief Financial Officer our disclosure controls and procedures and internal control over financial reporting; ● establishing procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and for the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters and also is responsible for handling complaints against any member of our senior management team, if not involved ; and ● approving or ratifying any related person transaction (as defined in our related person transaction policy) in accordance with our related person transaction policy.
The following tab le presents the names of the members of our board of directors: Name Age Position Fernando Matt Borges Martins 50 Director Brenno Raiko de Souza 38 Chairperson Cesar Nivaldo Gon 51 Director Patrice Philippe Nogueira Baptista Etlin 59 Director Silvio Romero de Lemos Meira 68 Independent Director Maria Helena dos Santos Fernandes de Santana 63 Independent Director Eduardo Campozana Gouveia 58 Independent Director Carla Alessandra Trematore 47 Independent Director The following is a brief summary of the business experience of our directors.
The following table presents the names of the members of our board of directors: Name Age Position Fernando Matt Borges Martins 51 Director Brenno Raiko de Souza 39 Chairperson Cesar Nivaldo Gon 52 Director Patrice Philippe Nogueira Baptista Etlin 60 Director Silvio Romero de Lemos Meira 69 Independent Director Maria Helena dos Santos Fernandes de Santana 64 Independent Director Eduardo Campozana Gouveia 59 Independent Director Carla Alessandra Trematore 48 Independent Director The following is a brief summary of the business experience of our directors.
She graduated in Com puter Science from the Universidade Estadual Paulista – UNESP and in Accounting from Pontifícia Universidade Católica de Minas Gerais – PUC Minas, both in Brazil. Executive Officers Our executive officers are responsible for the management and representati on of our company.
She graduated in Computer Science from the Universidade Estadual Paulista – UNESP and in Accounting from Pontifícia Universidade Católica de Minas Gerais – PUC Minas, both in Brazil. 72 Table of Contents Executive Officers Our executive officers are responsible for the management and representation of our company.
Unless otherwise indicated, the current business address for our directors is Estrada Guiseppina Vianelli De Napoli, 1455 – Bl. C, pavimento superior, Globaltech , Zip Code : 1308 6- 530 , Campinas — state of São Paulo — Brazil . Fernando Matt Borges Martins. Mr.
Unless otherwise indicated, the current business address for our directors is Estrada Guiseppina Vianelli De Napoli, 1455 – Bl. C, pavimento superior, Globaltech , Zip Code: 13086- 530 , Campinas — state of São Paulo — Brazil. Fernando Matt Borges Martins. Mr. Martins is a member of our board of directors and one of the founders of CI&T. Mr.
Unless otherwise indicated, the current business address for our executive officers is Estrada Guiseppina Vianelli De Napoli, 1455 – Bl. C, pavimento superior, Globaltec h , Zip Code : 13086- 530 , Campinas — São Paulo State — Brazil . Cesar Nivaldo Gon, Chief Executive Officer . See “ Board of Directors ” above.
Unless otherwise indicated, the current business address for our executive officers is Estrada Guiseppina Vianelli De Napoli, 1455 – Bl. C, pavimento superior, Globaltech , Zip Code: 13086- 530 , Campinas — São Paulo State — Brazil. Cesar Nivaldo Gon, Chief Executive Officer. See “Board of Directors” above. Stanley Rodrigues , Chief Financial Officer . Mr.
For the year ended December 31, 2022, th e aggregate compensation expense for the members of our board of directors and executive officers for services in all capacities was R$10,997 thousand, which includes both benefits paid in kind and compensation. See note 29 to our audited consolidated fin ancial statements included elsewhere in this report.
For the year ended December 31, 2023, the aggregate compensation expense for the members of our board of directors and executive officers for services in all capacities was R$ 11,232 thousand, which includes both benefits paid in kind and compensation. See note 28 to our audited consolidated financial statements included elsewhere in this report.
He is also an active investor in venture funds and startups, a columnist for MIT Sloan Manage ment Review and a board member at Itaú Unibanco Holdings S.A., Raia Drogasil , Lean Enterprise Institute, and Sensedia . In 2019, he was awarded EY Entrepreneur Of The Year™ in Brazil. Mr.
He is also an active investor in venture funds and startups, and a board member at Itaú Unibanco Holdings S.A., Lean Enterprise Institute, and Sensedia . Co-author of the book “Faster, Faster: The Dawn of Lean Digital” (2020) and a columnist for MIT Sloan Management Review. In 2019, he was awarded EY Entrepreneur Of The Year™ in Brazil. Mr.
Gouveia is an independent member of our board of directors, and member of our audit committee, and also an investor and board member at start-ups such as Allya , PinPeople , Hands, AsaaS and VEE, and a board member at large companies such as Mapfre Seg uradora , Quero-Quero , Raymundo da Fonte and Baterias Moura. Mr.
Gouveia is an independent member of our board of directors, a member of our audit committee, and an investor and board member at start-ups such as Allya, PinPeople , Hands, AsaaS , Hublocal and Marvin, and a board member at large companies such as Mapfre Seguradora ( chairman of the board), Quero-Quero, Raymundo da Fonte, Baterias Moura and Inspirali Educacao .
Additionally, our Restricted Stock plan granted eligible shares to managers, employees and directors that are settled in equity, subject, among others, to criteria determined by the Board of Directors and/or Nominating Committee. In 2022, we granted a total of 661,516 options and shares related to the 2nd Stock Option Plan, Incentive Stock Options and Restricted Stock Un its.
Additionally, our Restricted Stock plan granted eligible shares to managers, employees and directors that are settled in equity, subject, among others, to criteria determined by the Board of Directors and/or Nominating Committee.
Gon is a computer engineer, with a master’s degree in Computer Scie nce from UNICAMP. Eduardo Campozana Gouveia. Mr.
Gon is a computer engineer, with a master’s degree in Computer Science from UNICAMP. 71 Table of Contents Eduardo Campozana Gouveia. Mr.
Santana is an independent member of our board of directors and chair of our audit committee, since August 2021. She is a non-executive director and member of the audit committee of Fortbras S.A. Ms.
Maria Helena dos Santos Fernandes de Santana . Ms. Santana is an independent member of our board of directors and chair of our audit committee, since August 2021. She is an independent director and chair of the audit committee of Itau Unibanco Holding S.A and an independent director and member of the audit committee of Fortbras S.A. Ms.
Stanley Rodrigues , Chief Financial Officer . Mr. Rodrigues is our CFO and has been the CFO of CI&T Brazil since 201 4. He has 27 years of work experience in the information technology industry in both private and public companies, with extensive experience in mergers & acquisitions transactions.
Rodrigues is our CFO and has been the CFO of CI&T Brazil since 2014. He has 2 8 years of work experience in the information technology industry in both private and public companies, with extensive experience in mergers & acquisitions transactions. He was previously the CFO of Sonda IT in Brazil and Mexico and controller of Atos Origin.
The nominating committee is responsible for, among other things: ● identifying, evaluating and recommending individuals qualified to become directors for nomination for election to the Board and appointments to committees of the board or other senior management positions; ● managing and developing compensation, ben efits and incentive policies; and ● monitoring KPIs and performance targets of directors and others in senior management positions.
The nominating committee is responsible for, among other things: ● identifying, evaluating and recommending individuals qualified to become directors for nomination for election to the Board and appointments to committees of the board or other senior management positions; ● managing and developing compensation, benefits and incentive policies; and ● monitoring KPIs and performance targets of directors and others in senior management positions. 75 Table of Contents Code of Ethics We have adopted a code of ethics applicable to our personnel and our subsidiaries’ personnel, including board members, directors, officers, employees, interns and all people acting on our behalf or on behalf of our corporate group.
As of the periods shown below, we had the following employees, broken out by geography: As of December 31, 2022 2021 2020 North America & Europe United States 358 130 110 Canada 30 28 13 United Kingdom 160 13 9 Portugal 48 39 13 Latin America Brazil 5,843 5,139 2,910 Colombia 107 - - Asia Pacific and Japan Japan 19 24 30 China 241 188 132 Australia 98 3 2 Total 6,904 5,564 3,219 E.
In 2023, our employee base decreased 11%, from 6,904 in 2022 to 6,111. 76 Table of Contents As of the periods shown below, we had the following employees, broken out by geography: Year ended December 31, 2023 2022 2021 United States 249 358 130 Canada 27 30 28 United Kingdom 146 160 13 Portugal 65 48 39 Brazil 5,182 5,843 5,139 Colombia 105 107 - Japan 14 19 24 China 280 241 188 Australia 43 98 3 Total 6,111 6,904 5,564 E.
He was previously the CFO of Sonda IT in Brazil and Mexico and controller of Atos Origin. He holds a degree in Civil Engineering from UNICAMP and an MBA from Fundação Instituto de Administração — Universidade de São Paulo. 74 Table of Contents Bruno Guiçardi Neto , Director of Operations . Mr.
He holds a degree in Civil Engineering from UNICAMP and an MBA from Fundação Instituto de Administração — Universidade de São Paulo. Bruno Guiçardi Neto , Director of Operations . Mr. Guiçardi is a co-founder of CI&T and president of the North America and Europe operations.
He served as a fellow and faculty associate at the Berkman Klein Center fo r Internet and Society at Harvard University from 2012 to 2015 and as associate professor of law at FGV in Rio de Janeiro from 2014 to 2017. 73 Table of Contents Maria Helena dos Santos Fernandes de Santana . Ms.
Meira works in strategy, digital transformation, software engineering, innovation, new business and education. He served as a fellow and faculty associate at the Berkman Klein Center for Internet and Society at Harvard University from 2012 to 2015 and as associate professor of law at FGV in Rio de Janeiro from 2014 to 2017.
Long-Term Incentive Plan Currently, the Company has three types of Long-Term Incentive Plans: Stock Options, Incentive Stock Options and Restricted Stock Units. Our current stock option plan comprises two plans.
None of our directors have entered into service agreements with us. Long-Term Incentive Plan Currently, the Company has three types of l ong- t erm i ncentive p lans: the Stock Options Plans, the Equity, Incentive Plan and Restricted Stock Units. Our current stock option plan comprises two plans.
Further issues of Class A common stock upon the exercise of options will have a dilutive effect on existing shareholders. 75 Table of Contents Directors’ and Officers’ Insurance We have civil liability insurance coverage for acts carried out by our directors and executive officers in the co urse of their duties. C.
Directors’ and Officers’ Insurance We have civil liability insurance coverage for acts carried out by our directors and executive officers in the course of their duties. C.
Employment Agreements Some of our executive officers have entered into employment agreements with us, certain of which provide for notice of termination periods and include restrictive covenants, includi ng with respect to confidentiality, non-compete and exclusivity and severance obligations. None of our directors have entered into service agreements with us.
Our board of directors concluded that no recovery was applicable, as no compensation has been awarded to our executive officers based on financial reporting measures impacted by such restatement. 73 Table of Contents Employment Agreements Some of our executive officers have entered into employment agreements with us, certain of which provide for notice of termination periods and include restrictive covenants, including with respect to confidentiality, non-compete and exclusivity and severance obligations.
Guiçardi has a degree in computer engineering from UNICAMP. Family Relationships There are no family relationships among our directors and officers named herein. B.
He has a strong digital products and professional services background and is responsible for the senior leadership of many award-winning large-scale programs and business transformation initiatives. Mr. Guiçardi has a degree in computer engineering from UNICAMP. Family Relationships There are no family relationships among our directors and officers named herein. B .
From 2021 through 2022, our employee attrition rate based on voluntary employe e departures was 14.47% (excluding employee departures with less than a six-month tenure).
From 2022 through 2023, our employee attrition rate based on voluntary employee departures was 9.25% (excluding employee departures with less than a six-month tenure). Our employees’ salaries are adjusted annually according to inflation indexes and based on labor union negotiations.
Guiçardi is a co-founder of CI&T and president of the No rth America and Europe operations. With over 30 years of experience, he has been a global pioneer in applying agile and lean methodologies to the digital space.
With over 30 years of experience, he has been a global pioneer in applying agile and lean methodologies to the digital space. He has a proven track record of delivering revenue growth and customer engagement to CI&T clients competing globally in an environment of fast-paced change and continuous innovation.
For more information regarding the exercise price, see note 21 to our audited consolidated financial statements. During 2022, we issued 1,049,135 class A common shares upon exercise of the options of the existing 1st Stock Option Plan.
In 2023, we granted a total of 379,337 options and shares related to the 2nds Stock Option Plan, Incentive Stock Options and Restricted Stock Units (“RSU”), while i n 2022, we granted a total of 2,053,908 options and shares. For more information regarding the exercise price, see note 2 0 to our audited consolidated financial statements.
Removed
Martins is a member of our board of directors and one of the founders of CI&T. Mr. Martins was CI&T Brazil’s CFO from 2002 until 2014.
Added
Following the restatement of our financial statements as of and for the year ended December 31, 2022, our board of directors performed a recovery analysis based on our clawback policy.
Removed
Meira works in strategy, digital transformation, software engineering, innovation, new business and education.
Added
In 2023, we issued 597,703 Class A common shares in connection with our long-term incentive plans. In 2022, we issued 1,049,135 class A common shares upon exercise of the options of the existing 1st Stock Option Plan. Further issuance of Class A common stock upon the exercise of options will have a dilutive effect on existing shareholders.
Removed
He has a proven track record of delivering revenue growth and customer engagement to CI&T cli ents competing globally in an environment of fast-paced change and continuous innovation. He has strong digital products and professional services background and is responsible for the senior leadership of many award-winning large-scale programs and busine ss transformation initiatives. Mr.
Added
In 2023, we established a matching program under the Restricted Stock Units Plan, which provides for the granting of Restricted Stock Units (“RSUs”) to selected participants who fulfill the condition acquiring CI&T’s shares and holding the acquired shares as restricted and non-negotiable shares for the respective vesting period.
Removed
Code of Ethics We have adopted a code of ethics applicable to our personnel and our subsidiaries’ personnel, including board members, directors, officers, employees, interns and all people acting on our behalf or on behalf of our corporate group.
Added
Under the matching program, participants have the right to receive, on each grant date, the matching shares granted in accordance with the vesting period, equivalent to 50% of the shares they acquired. The Matching Shares shall become vested on the second anniversary of the grant date. In December 2023, we granted 6,719 RSUs in the form of matching shares.
Removed
Our employees’ salaries are adjusted annually according to inflation indexes and based on labor union negotiations. 77 Table of Contents As we continue to experience revenue growth and expand our operations, we continue to hire employees across our organization actively.
Added
The audit committee meets as often as it determines to be appropriate to carry out its responsibilities, but in any event, meets at least 4 times per year.
Added
All of our employees receive annual mandatory Ethics and Conduct training, in order to reinforce all directives described on our Code of Ethics and Conduct and key Compliance Policies. All violations to our Code of Ethics and policies may be reported through our whistleblower channel ( ethics.ciandt.com ), which is publicly available on our website.
Added
Reports are confidential and may be made anonymously. We have an Ethics Commission to review and discuss about complaints and determines the disciplinary measures to be taken.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

26 edited+6 added−3 removed7 unchanged
In addition, we have committed to file as promptly as possible, after receiving a request from the Advent Managed Fund LLCs, ENIAC Capital Group Ltd., Bruno Guiçardi Neto, and Guaraci Investments Ltd., a shelf registration statement registering secondary sales of our common shares held by the Advent Managed Fund LLCs, ENIAC Capital Grou p Ltd., Bruno Guiçardi Neto, and Guaraci Investments Ltd.
In addition, we have committed to file as promptly as possible, after receiving a request from the Advent Managed Fund LLCs, ENIAC Capital Group Ltd., Bruno Guiçardi Neto, and Guaraci Investments Ltd., a shelf registration statement registering secondary sales of our common shares held by the Advent Managed Fund LLCs, ENIAC Capital Group Ltd., Bruno Guiçardi Neto, and Guaraci Investments Ltd.
Pursuant to the terms of this agreement, CI&T Brazil is required to rent space inside its building to NeoWrk in the amount of R$7,400.00 per month, referring to the square footage occupied by NeoWrk according to CI&T’s contract with the property owner, and NeoWrk is required to offer CI&T Brazil certain workplace management and monitoring services through CI&T IOT’s software application Free Room in the amount of R$6,708.50 per month, which was deter mined based on market value for this type of rental.
Pursuant to the terms of this agreement, CI&T Brazil is required to rent space inside its building to NeoWrk in the amount of R$7.400,00 per month, referring to the square footage occupied by NeoWrk according to CI&T’s contract with the property owner, and NeoWrk is required to offer CI&T Brazil certain workplace management and monitoring services through CI&T IOT’s software application Free Room in the amount of R$6.708,50 per month, which was determined based on market value for this type of rental.
Bruno Guiçardi Neto, our Director of Operations, owns 8,998,381 Class B common shares directly and beneficially owns 6,300,000 Class B common shares through The F erreira Guiçardi Family Trust, an entity incorporated under the laws of the State of Delaware with registered office at 200 Bellevue Parkway, Suite 250, Wilmington, DE 19809, United States of America.
Bruno Guiçardi Neto, our Director of Operations, owns 8,998,381 Class B common shares directly and beneficially owns 6,300,000 Class B common shares through The Ferreira Guiçardi Family Trust, an entity incorporated under the laws of the State of Delaware with registered office at 200 Bellevue Parkway, Suite 250, Wilmington, DE 19809, United States of America.
The Advent LAPEF VI Funds have direct or indirect ownership interests in Calypso Brown, Iapetus Grey and Titan Black, but none of the Advent L APEF VI Funds has voting or dispositive power over any shares.
The Advent LAPEF VI Funds have direct or indirect ownership interests in Calypso Brown, Iapetus Grey and Titan Black, but none of the Advent LAPEF VI Funds has voting or dispositive power over any shares.
Related Party Transactions We enter into intercompany commercial transactions with related parties regarding software deve lopment, support, and consultancy services and intercompany financial transactions. All outstanding balances with these related parties are priced on an arm’s length basis and are to be settled in cash within three to four months of the reporting date.
Related Party Transactions We enter into intercompany commercial transactions with related parties regarding software development, support, and consultancy services and intercompany financial transactions. All outstanding balances with these related parties are priced on an arm’s length basis and are to be settled in cash within three to four months of the reporting date.
Advent International Corporation (“Advent”) is the sole member and manager of Advent LAPEF VI GP LLC and may be deemed to have voting and dispositive power over the shares held by the Advent Managed Fund LLCs. Voting and investment de cisions by the Advent Managed Fund LLCs are made by a number of individuals currently comprised of John L.
Advent International Corporation (“Advent”) is the sole member and manager of Advent LAPEF VI GP LLC and may be deemed to have voting and dispositive power over the shares held by the Advent Managed Fund LLCs. Voting and investment decisions by the Advent Managed Fund LLCs are made by a number of individuals currently comprised of John L.
Registration Rights Agreement In connection with the initial public offering, we entered into a registration rights agreement whereb y we grant certain registration rights to the Advent Managed Fund LLCs, ENIAC Capital Group Ltd. (the investment vehicle of Mr. Cesar Nivaldo Gon), Bruno Guiçardi Neto, and Guaraci Investments Ltd. (the investment vehicle of Mr.
Registration Rights Agreement In connection with the initial public offering, we entered into a registration rights agreement whereby we grant certain registration rights to the Advent Managed Fund LLCs, ENIAC Capital Group Ltd. (the investment vehicle of Mr. Cesar Nivaldo Gon), Bruno Guiçardi Neto, and Guaraci Investments Ltd. (the investment vehicle of Mr.
(formerly known as CI&T IOT Comércio de Hardware e Software Ltda. and herein referred to as “ NeoWrk ”) from CI&T Brazil, on July 22, 2021, the companies entered into a partnership agreement governing the terms of their cooperation for a period of 18 months, which was later extended for until July 2023 .
(formerly known as CI&T IOT Comércio de Hardware e Software Ltda. and herein referred to as “ NeoWrk ”) from CI&T Brazil, on July 22, 2021, the companies entered into a partnership agreement governing the terms of their cooperation for a period of 18 months, which was later extended for until March 202 4 .
The managing members and beneficial owners of each of Calypso Brown, Iapetus Grey and Titan Black are the following funds (the “Advent LAPEF VI Funds”): Advent Latin American Private Equity Fund VI Limited Partnership, Advent Latin American Private Equity Fund VI-A Limited Partnership (of which Advent LAPEF V I Feeder Limited Partnership is a limited partner), Advent Latin American Private Equity Fund VI-B Limited Partnership, Advent Latin American Private Equity Fund VI-C Limited Partnership, Advent Latin American Private Equity Fund VI-D Limited Partnership, Advent Latin American Private Equity Fund VI-E Limited Partnership, Advent Latin American Private Equity Fund VI-F Limited Partnership, Advent Latin American Private Equity Fund VI-G Limited Partnership, Advent Latin American Private Equity Fund VI-H Limit ed Partnership, Advent Partners LAPEF VI Limited Partnership and Advent Partners LAPEF VI-A Limited Partnership.
The managing members and beneficial owners of each of Calypso Brown, Iapetus Grey and Titan Black are the following funds (the “Advent LAPEF VI Funds”): Advent Latin American Private Equity Fund VI Limited Partnership, Advent Latin American Private Equity Fund VI-A Limited Partnership (of which Advent LAPEF VI Feeder Limited Partnership is a limited partner), Advent Latin American Private Equity Fund VI-B Limited Partnership, Advent Latin American Private Equity Fund VI-C Limited Partnership, Advent Latin American Private Equity Fund VI-D Limited Partnership, Advent Latin American Private Equity Fund VI-E Limited Partnership, Advent Latin American Private Equity Fund VI-F Limited Partnership, Advent Latin American Private Equity Fund VI-G Limited Partnership, Advent Latin American Private Equity Fund VI-H Limited Partnership, Advent Partners LAPEF VI Limited Partnership and Advent Partners LAPEF VI-A Limited Partnership.
The holders of our Class A common shares and Class B common shares have identical rights, except that the Class B Shareholders as holders of Class B common shares ( i ) are entitled to ten votes per share, whereas holders of our Class A common shares are ent itled to one vote per share, (ii) have certain conversion rights and (iii) are entitled to maintain a proportional ownership interest by purchasing additional Class B common shares in the event that additional Class A common shares are issued, save that su ch rights to purchase additional Class B common shares may only be exercised with Class B Shareholder Consent.
The holders of our Class A common shares and Class B common shares have identical rights, except that the Class B Shareholders as holders of Class B common shares ( i ) are entitled to ten votes per share, whereas holders of our Class A common shares are entitled to one vote per share, (ii) have certain conversion rights and (iii) are entitled to maintain a proportional ownership interest by purchasing additional Class B common shares in the event that additional Class A common shares are issued, save that such rights to purchase additional Class B common shares may only be exercised with Class B Shareholder Consent.
Cesar Nivaldo Gon, our Chief Executive Officer and member of our board of directors, beneficially owns Class B common shares in us indirec tly through his ownership of interests in ENIAC Capital Group Ltd., an entity incorporated under the laws of the British Virgin Islands with registered office at Craigmuir Chambers, Road Town, Tortola, VG 1110, British Virgin Islands.
Cesar Nivaldo Gon, our Chief Executive Officer and member of our board of directors, beneficially owns Class B common shares in us indirectly through his ownership of interests in ENIAC Capital Group Ltd., an entity incorporated under the laws of the British Virgin Islands with registered office at Craigmuir Chambers, Road Town, Tortola, VG 1110, British Virgin Islands. (3) Mr.
FINANCIAL INFORMATION Consolidated Statements and Other Financial Information We have included the Consolidated Fina ncial Statements as part of this annual report. See “
Consolidated Statements and Other Financial Information We have included the Consolidated Financial Statements as part of this annual report. See “
Fernando Matt Borges Martin s), including the right, under certain circumstances and subject to certain restrictions, to require us to register under the Securities Act our common shares held by them.
Fernando Matt Borges Martins), including the right, under certain circumstances and subject to certain restrictions, to require us to register under the Securities Act our common shares held by them.
The partnership agreement does not restrict in any way the Company’s ability to operate in any market or industry. One of our directors, Fernando Matt Borges Martins, is the CFO board member and shareholder of Neowrk . C. Interests of Experts and Counsel Not applicable. 81 Table of Contents ITEM 8.
The partnership agreement does not restrict in any way the Company’s ability to operate in any market or industry. One of our directors, Fernando Matt Borges Martins, is the CFO, board member, and shareholder of Neowrk . C. Interests of Experts and Counsel Not applicable 79 Table of Contents ITEM 8. FINANCIAL INFORMATION A.
Indemnification Agreements We entered into indemnification agreements with our directors and executive officers. The indem nification agreements and our amended and restated memorandum and articles of association require us to indemnify our directors and executive officers to the fullest extent permitted by law. CI&T IOT In connection with the spin-off of Neowrk Sistemas Intel igentes S/A.
Indemnification Agreements We entered into indemnification agreements with our directors and executive officers. The indemnification agreements and our amended and restated memorandum and articles of association require us to indemnify our directors and executive officers to the fullest extent permitted by law. CI&T IOT In connection with the spin-off of Neowrk Sistemas Inteligentes S/A.
MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS Major Shareholders The following table and accompanying footnotes present information relating to the beneficial ownership of our Class A common shares and Class B common shares by: (a) each person, or group of affiliated persons, known by us to own beneficially 5% or more o f our outstanding shares; and (b) our executive officers and directors, as a group, as of the date of this annual report, unless otherwise noted.
Major Shareholders The following table and accompanying footnotes present information relating to the beneficial ownership of our Class A common shares and Class B common shares by: ( i ) each person, or group of affiliated persons, known by us to own beneficially 5% or more of our outstanding shares; and (ii) our executive officers and directors, as a group, as of the date of this annual report, unless otherwise noted.
Fernando Mat t Borges Martins, a member of our board of directors, beneficially owns Class B common shares in us indirectly through his ownership of interests in Guaraci Investments Ltd., an entity incorporated under the laws of the British Virgin Islands with register ed office at Craigmuir Chambers, Road Town, Tortola, VG 1110, British Virgin Islands. . 79 Table of Contents (4) Mr.
Fernando Matt Borges Martins, a member of our board of directors, beneficially owns Class B common shares in us indirectly through his ownership of interests in Guaraci Investments Ltd., an entity incorporated under the laws of the British Virgin Islands with registered office at Craigmuir Chambers, Road Town, Tortola, VG 1110, British Virgin Islands. (4) Mr.
For more information see “ Additional Information — B. Memorandum and Articles of Association — Description of Share Capital — Preemptive or Simi lar Rights ” and “ Description of Share Capital — Conversion. ” Each Class B common share is convertible into one Class A common share. B.
For more information see “ Additional Information — B. Memorandum and Articles of Association — Description of Share Capital — Preemptive or Similar Rights ” and “ Description of Share Capital — Conversion. ” Each Class B common share is convertible into one Class A common share. 78 Table of Contents B.
Re lated party transactions policy Prior to the consummation of our initial public offering, we entered into a Related Party Transactions policy. In October 2021, our board of directors approved our Related Person Transaction Policy, which is available on our Investors’ website (Governance Documents). The information contained in, or accessible through, our website is no t incorporated into this report.
Related Party Transactions Policy Prior to the consummation of our initial public offering, we entered into a Related Party Transactions policy. In October 2021, our board of directors approved our Related Party Transaction Policy, which is available on our Investors’ website (Governance Documents) and reviewed annually.
Percentages in the table below are based on 19,969,110 outstanding Class A common shares and 113,845,201 outst anding Class B common shares.
Percentages in the table below are based on 21 ,365,297 outstanding Class A common shares and 113,046,717 outstanding Class B common shares.
Class A Class B % of Total Voting Power (1) Shareholders Shares % of Class A Shares % of Class B 5% Shareholders Cesar Nivaldo Gon (2) - - 23,303,273 20.5% 20.1% Fernando Matt Borges Martins (3) - - 22,722,913 20.0% 19.6% Bruno Guiçardi Neto (4) - - 15,298,381 13.4% 13.2% Advent Managed Fund LLCs (5) - - 49,081,192 43.1% 42.4% Alger Associates (6) 2,934,477 14.7% - - 0.3% Schroders Investment Management Limited (7) 1,863,571 9.3% - - 0.2% WCM Investment Management (8) 1,784,967 8.9% - 0.2% GIC Private Limited (9) 1,669,043 8.4% - - 0.1% Grandeur Peak Global Advisors (10) 1,556,733 7.8% - - 0.1% T.
Class A Class B Shareholders Shares % of Class A Shares % of Class B 5% Shareholders Cesar Nivaldo Gon ( 2) 66,392 0.3% 23,303,273 20.6% Fernando Matt Borges Martins ( 3) 82,196 0.4% 22,722,913 20.1% Bruno Guiçardi Neto ( 4) 85,775 0.4% 15,298,381 13.5% Advent Managed Fund LLCs ( 5) 556,699 2.6% 49,081,192 43.4% Brasil Capital ( 6) 2,280,038 10.7% - - T.
(6) As reported by Alger Associates, Inc . in its Schedule 13G/A, filed with SEC on February 14, 2023 (7) As reported by Schroders Investment Management Limited in its Sche dule 13G filed with SEC on February 10, 2023. (8) As reported by WCM Investment Management, LLC. in its Schedule 13G/A filed with SEC on February 10, 2023.
( 8 ) As reported by GIC Private Limited in its Schedule 13G/A filed with SEC on February 9, 2024. (9) As reported by WCM Investment Management, LLC in its Schedule 13G/A filed with SEC on January 30, 2024.
Rowe Price (11) 1,471,732 7.4% - - 0.1% Other Officers and Directors (12) 71,519 0.5% 166,122 0.1% 0.1% (1) Percentage of total voting power represents voting power with respect to all of our Class A common shares and Class B common shares, as a single class.
Rowe Price Associates ( 7) 2,239,515 10.5% - - GIC Private Limited ( 8) 1,559,909 7.3% - - WCM Investment Management ( 9) 1,326,624 6.2% - - Grandeur Peak Global Advisors ( 10) 1,236,343 5.8% - - Other Officers and Directors ( 11) 54,852 0.3% 166,122 0.1% 77 Table of Contents (1) Percentage of total voting power represents voting power with respect to all of our Class A common shares and Class B common shares, as a single class.
Transactions with management In 2019, CI&T Brazil canceled its 2nd Stock Option Plan and in 2020 paid indemnities to satisfy in full and discharge any claims on the 2nd Stock Option Plan, in an amount equal to R $43,354 th ousand. 80 Table of Contents Shareholders’ Agreements In connection with our initial public offering, we entered into a shareholders’ agreement (the “Shareholders’ Agreement”) with Cesar Nivaldo Gon, Bruno Guiçardi Neto, Fernando Matt Borges Martins (the “Founders”), entities controlled by the Founders and th e Advent Managed Fund LLCs.
The information contained in, or accessible through, our website is not incorporated into this report. Shareholders’ Agreements In connection with our initial public offering, we entered into a shareholders’ agreement (the “Shareholders’ Agreement”) with Cesar Nivaldo Gon, Bruno Guiçardi Neto, Fernando Matt Borges Martins (the “Founders”), entities controlled by the Founders and the Advent Managed Fund LLCs.
Maldonado, David M. McKenna and David M. Mussafer . The address of each of the entities and individuals named in this footnote is c/o Advent Internat ional Corporation, Prudential Tower, 800 Boylston St., Suite 3300, Boston, MA 02199.
The address of each of the entities and individuals named in this footnote is c/o Advent International Corporation, Prudential Tower, 800 Boylston St., Suite 3300, Boston, MA 02199. n (6) As reported by Brasil Capital, a group of investment advisors including BC Gestão de Recursos Ltda and Brasil Capital Adviser LLC, in its Schedule 13G/A filed with SEC on February 16, 2024.
(9) As reported by GIC Private Limited in its Schedule 13G/A filed with SEC on February 9, 2023. (1 0) As reported by Grandeur Peak Global Advisors, LLC. in its Schedule 13G filed with SEC on February 13, 2023. (11) As reported by T. Rowe Price Associates, Inc. and T.
(10) As reported by Grandeur Peak Global Advisors, LLC. in its Schedule 13G filed with SEC on February 9 , 202 4 . (1 1 ) Shares held by Stanley Rodrigues, our chief financial officer. Mr. Rodrigues also holds 37,663 options.
Removed
Memorandum and Articles of Association — Description of Share Capital. ” Includes (a) 225,649 Class A common shares issued as part of the payment for the Somo acquisition in January 2022, ( b) 1,049,135 Class A common shares issued in the year of 2022 in connection with our stock option plan , and (c) 341,6 31 Class A common shares issued as part of the payment for the Transpire acquisition in September 2022 .
Added
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS A.
Removed
Rowe Price International Discovery Fund in its Schedule 13G filed with SEC on Februar y 14, 2023. (12) Shares held by Stanley Rodrigues, our chief financial officer. Mr. Rodrigues also holds 29 options. Disclosure regarding the equity interest held by Cesar Nivaldo Gon, Fernando Matt Borges Martins and Bruno Guiçardi Neto is above.
Added
Memorandum and Articles of Association — Description of Share Capital. ” (2) Mr.
Removed
Silvio R omero de Lemos Meira and Eduardo Campozana Gouveia, members of our board of directors hold 13,713 and 13,063 options, respectively.
Added
Maldonado, David M. McKenna and David M. Mussafer .
Added
Includes 1,384,990 shares deemed beneficially owned by BC Gestão de Recursos Ltda ; 895,048 shares deemed beneficially owned by Brasil Capital Adviser LLC. ( 7 ) As reported by T. Rowe Price Associates, Inc. and T. Rowe Price International Discovery Fund in its Schedule 13G filed with SEC on February 14, 2024.
Added
Disclosure regarding the equity interest held by Cesar Nivaldo Gon, Fernando Matt Borges Martins and Bruno Guiçardi Neto is above. Silvio Romero de Lemos Meira , Eduardo Campozana Gouveia and Maria Helena dos Santos Fernandes Santana, members of our board of directors hold 23,216, 22,566 and 3,952 options, respectively.
Added
Carla Alessandra Trematore h olds no options as of the date of the current report, but is entitled to 4,959 RSUs in 2024.

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