SECTION I GENERAL PROVISIONS

Article 17: The Company shall be managed by a Board of Directors and by a Board of Executive Officers, as pursuant to the Brazilian Corporations Law and these By-laws.

Paragraph One: The members of the Board of Directors and the Board of Executive Officers shall be invested into their position upon singing of the investiture term drawn up in the Company’s corporate books, they shall not be required to post bond to exercise their position, and shall be conditioned to the execution of the Statement of Consent of the Management Members as set forth in the Novo Mercado Listing Rules, and subject to the other legal requirements.

Paragraph Two: The members of the Board of Directors and the Board of Executive Officers shall adhere to the Material Act or Fact Disclosure Policy and to the Securities Trading Policy.

Paragraph Three: Management members shall remain in office until the investiture of their successors, unless otherwise resolved by the Shareholders Meeting or by the Board of Directors, as the case may be.

Paragraph Four: The Shareholders Meeting shall determine the total annual compensation for distribution among the Management members and the Board of Directors shall distribute such amount individually, after considering the opinion of the Compensation Committee, pursuant to the terms hereof.

Paragraph Five: Except as provided in these Bylaws, management bodies or technical committees validly meets, on first call, with the presence of a majority of its members and decide by an absolute majority of vote of those members attending the meeting.

Paragraph Six: Prior notice to the meeting as a condition of its validity may be exempted if all members are present. Members of management bodies are considered present it they express their vote by delegation in favor of another member of the relevant board, by prior written vote or written vote transmitted by fax, electronic mail or any other means of communication.

SECTION II BOARD OF DIRECTORS

Article 18: The Board of Directors shall be composed of, al least, five (5) members, and up to eleven (11) members, all of them elected and removed from office by the Shareholders Meeting, with unified term of office of two (2) years, reelection being permitted.

Paragraph One: Of the members of the Board of Directors, at least twenty percent (20%) shall be Independent Members as defined in the Novo Mercado Listing Rules, being expressly stated as Independent Members in the minutes of the Shareholders Meeting electing them, also being considered as independent the members elected by the mechanism provided forth in Paragraph Four and Five of Section 141 and Section 239 of the Brazilian Corporations Law.

Paragraph Two: When, due to the observation of the percentage referred to in Paragraph above, a fractional number of Board members results, the fractional number shall be rounded off pursuant to the Novo Mercado Listing Rules.

Paragraph Three: The member of the Board of Directors shall have a solid reputation, and it may not be elected, unless waived by the Shareholders Meeting, a member who (i) hold position in companies that may be considered competitors of the Company, or (ii) has or represents conflicting interests with the Company. In case of a future impediment factor, as set forth in this Paragraph, the member of the Board of Directors may no longer exercise his/her voting rights.

Paragraph Four: The member of the Board of Directors may not have access to information or attend meetings of the Board of Directors concerning matters on which he/she has or represents a conflict of interests with the Company.

Paragraph Five: In case any shareholder desires to appoint one or more representatives to the Board of Directors that are not yet members according to latest formation of the Board of Directors, such shareholder shall send the Company a written notification five (5) days prior to the date of the Shareholders Meeting that shall elect members of the Board of Directors, stating the name, qualifications and full professional resume of the candidates.

Article 19: The Board of Directors shall have one (1) Chairman and one (1) Deputy Chairman, both elected by majority of votes of those members attending the Shareholders Meeting, provided that the positions of Chairman of the Board of Directors and Chief Executive Officer the Company may not be held by the same person.

Paragraph One: The Deputy Chairman shall act as Chairman in his/her absence or temporary incapacity, regardless of any formality. In the event of absence or temporary incapacity of the Chairman and Deputy Chairman, the duties of the Chairman shall be exercised by another member of the Board of Directors to be appointed by the Chairman or the Deputy Chairman.

Paragraph Two: The Chairman of the Board of Directors shall convene and chair the meetings of the Board of Directors and Shareholders Meetings, excepted, in the case of the Shareholders Meetings, in the event the Chairman appoints in writing another Board member, Executive Officer or shareholder to chair the meeting.

Paragraph Three: In the resolutions of the Board of Directors, the Chairman of the body shall be entitle to casting vote in case of a tie vote. In the event of absence or temporary incapacity of the Chairman, the Deputy Chairman shall be entitle to casting vote, irrespective of any formality. In the event of absence or temporary incapacity of the Chairman and the Deputy Chairman, any member of the Board of Directors appointed by the Chairman or the Deputy Chairman shall be entitle to casting vote.

Article 20: The Board of Directors shall meet ordinarily, four (4) times per year and, extraordinarily, whenever called by the Chairman or any other member of the Board of Directors. Board meetings may be held by conference call, video conference or by any other means of communication that allows the identification of the member and simultaneous communication with all other persons attending the meeting.

Paragraph One: The calls for the meetings shall be made by written notice delivered to each member of the Board of Directors, at least five (5) business days in advance, in the case of regular meetings, and two (2) business days, in the case of extraordinary meetings, and such notice shall contain the agenda, date, time and place of the meeting.

Paragraph Two: In case there is no quorum for the meeting to be held, the members of the Board of Directors attending the meeting may postpone the meeting and the Chairman of the Board of Directors or any other member of the Board of Directors may call the meeting again, upon prior written notice sent to the members of the Board of Directors. In case the majority of members of the Board of Directors are still not present, the meeting may be installed with the attendance of the majority less one member of the Board of Directors.

Paragraph Three: Regardless of any formality, it shall be considered regular meetings of Board of Directors attended by all of its members.

Paragraph Four: The Chairman of the Board of Directors shall chair the meetings of the Board of Directors.

Article 21: In case of vacancy or temporary incapacity or absence of any member of the Board of Directors and its relevant alternate, the provision of the shareholders agreement and the following provisions shall be applicable:

Paragraph One: In case of vacancy of any member of the Board of Directors and its relevant alternate, the remaining members of the Board of Directors shall appoint a substitute that shall serve until the first Shareholders Meeting and such member, if confirmed by such Shareholders Meeting, shall complete the term of office of the substituted member.

Paragraph Two: In case of temporary incapacity or absence of any member of the Board of Directors and its relevant alternate, the impaired or absent member of the Board of Directors shall appoint, among the other members of the Board of Directors, a representative, and such substitution shall continue during the impairment period, which, if superior to ninety (90) days, shall be deemed a vacancy.

Paragraph Three: In case of vacancy of the Chairman of the Board of Directors, the Deputy Chairman may substitute him/her regardless of any formality. In case of temporary incapacity or absence of the Chairman and the Deputy Chairman, the Chairman or the Deputy Chairman shall appoint a member Board of Directors to substitute them.

Paragraph Four: In cases of temporary incapacity or absence provided for in this Article 21, the representative shall act, including for the effects of voting in meetings of the Board of Directors, for its own account and on behalf of the represented member of the Board of Directors.

Article 22: The Board of Directors may create, besides the Compensation Committee and the Audit Committee, other executive or advisory committees, permanent or not, to assess and provide opinion on any matters, as determined by the Board of Directors, with a view to advice the Board of Directors in its duties. The members of such committees, shareholders or not, shall have specific experience in the areas of competence of the relevant committees, they shall be elected and may have compensation established by the Board of Directors, which compensation shall only be payable to external members.

Article 23: The Board of Directors, in addition to the duties established by Law, shall:

(i) set the general direction of the Company business;

(ii) elect and remove the Executive Officers of the Company;

(iii) assign to each Executive Officer its relevant duties, including appointing the Investor Relations Officer, subject to the provisions hereof;

(iv) approve the convening of the Shareholders Meeting, when deemed appropriate or in the case of Section 132 of the Brazilian Corporations Law;

(v) supervise the management actions of Executive Officers, examining, at any time, the books and documents of the Company and requesting information on agreements executed or to be executed and any other acts;

(vi) appoint and remove the Company‘s independent auditors, the Audit Committee members and members of the Compensation Committee, fill vacancies in such bodies due to death, resignation or removal and approve the internal regulations of each body, as applicable;

(vii) call the independent auditors, the Audit Committee members and members of the Compensation Committee to provide clarifications deemed necessary on any matter;

(viii) assess the Management Report and the accounts of the Board of Executive Officers and approved its submission to the Shareholders Meeting;

(ix) approve annual and multi-annual consolidated budgets of the Company, its controlled companies and affiliates, any strategic plans, expansion projects and investment programs of the Company, as well as monitor their implementation;

(x) submit to the Shareholders Meeting proposals of amendments to the Bylaws;

(xi) submit to the Shareholders Meeting proposal of dissolution, merger, spin-of or amalgamation of the Company or its controlled companies or affiliates, and amalgamation by the Company or its controlled companies or affiliates, of other companies;

(xii) deliberate on incorporation of a wholly owned subsidiary of a controlled company by this latter or a subsidiary with 80%(eighty percent) or more of the capital owned by the Company or by the controlled company by other subsidiary;

(xiii) authorize the issuance of shares of the Company, within the limits authorized in Article 5 of these Bylaws, establishing the issuance conditions, including price and payment-in term, and it may also exclude preemptive rights or reduce the period for its exercise in any issuance of shares, subscription warrants and convertible debentures, which placement is made by selling on the stock exchange or by public subscription or public offering for acquisition of control, as provided by Law;

(xiv) resolve on the acquisition by the Company of its own shares for holding in treasury and/or subsequent cancellation or sale;

(xv) decide on the issuance of subscription warrants, as provided in Article 6 hereof;

(xvi) grant options to purchase or subscribe shares to its management members and employees, as well as management members and employees of other companies that are directly or indirectly controlled by the Company, without preemptive rights to shareholders pursuant to plans approved by the Shareholders Meeting after considering the opinion of the Compensation Committee;

(xvii) establish the amount of profit sharing of the Executive Officers of the Company, subject to the restrictions under in Section 152 of the Brazilian Corporations Law and may decide not to assign them any sharing, after considering the opinion of the Compensation Committee;

(xviii) submit to the Shareholders Meeting proposal of allocation of the net income;

(xix) distribute among the Executive Officers, on an individual basis, portion of global annual compensation of Executive Officers fixed by the Shareholders Meeting, after considering the opinion of the Compensation Committee;

(xx) authorize, after considering the opinion of the Compensation Committee, the execution, amendment or termination of any agreement between the Company and any Executive Officer who contemplates the payment of amounts, unless such execution, amendment or termination is made in accordance with the compensation policy, duly approved by the Compensation Committee, including the payment of amounts as indemnification, as a result of (i) voluntary or involuntary removal of Executive Officers from office, (ii) change of control, or (iii) any other similar event;

(xxi) authorize, after considering the opinion of the Compensation Committee, the execution, amendment or termination of agreements of any kind (except employment agreements), including loan agreements with Executive Officers or parties related to them, including companies directly or indirectly controlled by such Management members, or any third party related thereto, in an amount exceeding R$ 200,000.00 (two hundred thousand Brazilian Reais);

(xxii) authorize, after considering the opinion of the Compensation Committee, the execution, amendment or termination of agreements of any nature, including loan agreements with any consultants or employees (except employment agreements), third parties related to them, including companies directly or indirectly controlled by such employees, or any third party related to them;

(xxiii) approve the issuance of simple debentures, not convertible into shares and without collateral;

(xxiv) resolve, by delegation of the Shareholders Meetings in the event Company decides to issue debentures, on the time period and conditions of maturity, amortization or redemption, time period and conditions for payment of interest, profit sharing and redemption premium, if any, and the form of subscription or placement, as well as on the debentures types;

(xxv) prepare the Company‘s internal policy regarding disclosure of information to the market;

(xxvi) approve the Company‘s vote on any corporate resolution relating to controlled or affiliated companies of the Company;

(xxvii) approve the Company‘s vote on any corporate resolution concerning subsidiaries or affiliated companies, except for opening, closing or change of address of the branches of the subsidiaries and / or extensions of floorsin the current address of the subsidiaries and the Company headquarters;
(xxviii) authorize the acquisition, by any means, by the Company, its controlled companies and affiliates, assets of another company, including controlled companies or affiliates;

(xxix) request information on agreements executed, or to be executed, and any other acts relating to the Company;

(xxx) define the list of three firms specialized in economic valuation of companies, to prepare the appraisal report of the Company‘ shares in case of public offering for the cancellation of the registration of the company or delisting from the Novo Mercado;

(xxxi) approve the engagement of the institution providing service regarding book-entry shares;

(xxxii) provide, in compliance with these Bylaws and the applicable law, for its work agenda and adopt or issue rules for its operation;

(xxxiii) decide on the payment or crediting of interest on shareholders‘ equity in accordance with the applicable Law;

(xxxiv) approve or grant powers to the Board of Executive Officers to approve the issuance of any credit instruments for fundraising, either bonds, notes, commercial papers or other commonly used in the market, resolving also on their conditions of issue and redemption, and, in as defined, require the prior authorization of the Board of Directors for the validity of the act;

(xxxv) authorize the acquisition, disposal or encumbrance of any real property of the Company, except as approved in the Company‘s consolidated annual budgets;

(xxxvi) approve any sale of assets of the fixed assets valuing more than five percent (5%) of the amount of the subscribed capital unless approved in the Company‘s consolidated annual or multi-annual budgets;

(xxxvii) approve the creation of encumbrances and provision of guarantees or endorsements, unless it is a guarantee of purchase of the good itself or when entering into contracts with customers;

(xxxviii) approve investment in expansion and improvement projects greater than five percent (5%) of the value of the subscribed capital unless approved in the Company‘s consolidated annual or multi-annual budgets;

(xxxix) contract debts of long or short term valuing more than five percent (5%) of the amount of the subscribed capital;

(xl) discuss the assignment or transfer, by any means, to third parties, of intellectual or industrial rights owned by the Company and/or companies directly and/or indirectly controlled by or affiliate of the Company, except for any onerous licensing made by the Company, its controlled companies or affiliates in the ordinary course of business;

(xli) authorize the granting of loans in favor of any third party;

(xlii) authorize the raising of financial statements and distribution of dividends or interest on shareholders equity in periods equal to or shorter than six (6) months, to the account of profits earned in these financial statements or to the retained earnings account or profit reserves existing in the last annual or semiannual balance sheet, as provided in these Bylaws and the applicable Law;

(xliii) resolve on any matter submitted by the Board of Executive Officers; and

(xliv) manifest in favor of or against any tender offer having as object the shares of the Company, through its prior and reasoned opinion, released at least fifteen (15) days in advance of publication of the notice of any tender offer, and such opinion shall address at least (i) the convenience and opportunity of the tender offer on the interest of all shareholders and the liquidity of the securities held by them, (ii) the impact of the tender offer on the interests of the Company, (iii) the strategic plans disclosed by the offering entity in relation to the Company, (iv) other issues that the Board of Directors deems appropriate, as well as information required by rules established by the CVM.

Paragraph One: The Company shall not grant loans or guarantees to the members of its Board of Directors or Executive Officers, except to the extent that such loans or guarantees are available to employees or customers of the Company in general.

Paragraph Two: Board of Directors meetings will be recorded in minutes drawn up in the relevant corporate book, signed by all members attending the meeting.

Article 24: The Compensation Committee will consist of up to four (4) members elected by the Board of Directors, who shall serve for two (2) fiscal years. The Compensation Committee shall meet whenever necessary and shall perform advisory functions in accordance with its internal regulations and assist the Board of Directors to set the terms of compensation and other benefits and payments to be received in any capacity, from the Company, by members of the Board of Executive Officers and Directors. The Committee shall propose to the Board of Directors policies and guidelines for the compensation of members of the Board of Executive Officers and Directors of the Company, based on performance goals established by the Board of Directors.

Paragraph One: Upon appointment of the members of the Compensation Committee, one of them shall be appointed as its coordinator.

Paragraph Two: The Compensation Committee will report directly to the Board of Directors of the Company.

Paragraph Three: The Board of Directors shall establish, in Internal Rules, the functioning rules for the Compensation Committee.

Paragraph Four: As pursuant to Article 23 (vi) hereof, the Company‘s Board of Directors shall have the exclusive responsibility to appoint and remove from office members of the Compensation Committee.

Paragraph Five: The Compensation Committee shall:

(i) submit to the Board of Directors proposal for the distribution of the global annual compensation of the members of the Board of Directors and Board of Executive Officers, based on standards practiced in the software market, as well as monitor the payment of the compensation and, in case the compensation does not follow the standards prevailing in the software market, notify the Board of Directors;

(ii) provide opinion on the granting of options to purchase or subscribe shares to Management members and employees of the Company;

(iii) provide opinion on the participation of Management members and employees in the Company’s profits;

(iv) provide opinion on the execution, amendment or termination of any agreements between the Company and any Executive Officer who contemplates the payment of amounts due to voluntary or involuntary removal from office of the Executive Officer, change of Control or any other similar event, including payment of amounts as indemnification;

(v) provide opinion on the execution, amendment or termination of any agreements of any kind (except employment agreements), including loan agreements with any of the management members and/or shareholders of the Company, third parties related to them, including companies directly or indirectly controlled by such management members and/or shareholders, or any third party related to them; and

(vi) provide opinion on the execution, amendment or termination of any agreements of any nature, including loan agreements with any consultants or employees (except employment agreements), third parties related to them, including companies directly or indirectly controlled by such employees, or any third party related to them.

Article 25: The Audit Committee shall consist of four (4) members elected by the Board of Directors, who shall serve for two (2) fiscal years. The Audit Committee shall meet whenever necessary and shall perform advisory functions in accordance with its internal rules and shall assist the Board of Directors.

Paragraph One: Upon appointment of the members of the Audit Committee, one of them shall be appointed as its coordinator.

Paragraph Two: The Audit Committee will report directly to the Board of Directors of the Company.

Paragraph Three: The Board of Directors shall establish, in Internal Rules, the functioning rules for the Audit Committee.

Paragraph Four: As pursuant to Article 23 (vi) hereof, the Company‘s Board of Directors shall have the exclusive responsibility to appoint and remove from office members of the Audit Committee.

Paragraph Five: The Audit Committee shall:

(i) recommend to the Board of Directors the hiring or replacement of the independent audit firm;

(ii) review, prior to the publication, the interim and annual financial statements, including any notes, and, if applicable, statements or balance sheets prepared in shorted periods, as well as management reports and independent auditor‘s report, as applicable;

(iii) evaluate the effectiveness of internal and independent auditors, including as to the compliance with legal and regulatory requirements applicable to the Company, in addition to the internal regulations, as applicable;

(iv) evaluate compliance by the Company’s management with recommendations made by the independent or internal auditors;

(v) recommend to the Board of Directors correction or improvement of policies, practices and procedures identified within the scope their duties; and

(vi) meet with the Fiscal Council, if on duty, and with the Board of Directors, at their request, to discuss the policies, practices and procedures within their respective powers.

SECTION II BOARD OF EXECUTIVE OFFICERS

Article 26: The Board of Executive Officers shall be composed of, at least, two (2) members and up to ten (10) members, shareholders or not, resident in the country, one of them being the Chief Executive Officer, one a Vice President of Finance, one a Vice President of Operations, one a Vice President of Research and Development, one a Investor Relations Officer and others without specific designation, all of them elected by the Board of Directors for a one (1) year term of officer, reelection being permitted, and they may serve for an unlimited number of consecutive terms of office. The Executive Officers may be, at any time, removed from office by the Board of Directors.

Paragraph One: the duties and responsibilities of the Executive Officers shall be defined in the minutes of the Meeting of the Board of Directors that elect them.

Paragraph Two: The position of Executive Officer may be combined with another position as Executive Officer or Vice President of the Company.

Article 27: The Board of Executive Officers has all powers to perform any acts necessary for the operation of the Company and performance of the corporate purposes, no matter how special they are, including to waiver any rights, execute settlements and agreements, pursuant to the legal or corporate provisions. The Board of Executive Officers shall be responsible for administer and manage the Company‘s business, in particular to:

(i) comply with and enforce these Bylaws and resolutions of the Board of Directors and Shareholders Meetings;

(ii) submit annually to the Board of Directors, the Management Report and the accounts of the Board of Executive Officers, together with the report of the independent auditors, as well as the proposed allocation of profits earned in the previous year;

(iii) propose to the Board of Directors, annual and multi-annual budgets of the Company, its controlled companies and affiliates, strategic plans, expansion projects and investment programs of the Company;

(iv) decide on any matter that is not within the exclusive competence of the Shareholders Meeting or the Board of Directors;

(v) decide on (a) enlargements and reductions of flors in the current address of the headquarters of the Subsidiaries and the Company; and (b) opening, closing or change of address of branches of the Subsidiaries;

(vi) establish the amount of profit sharing of Employees of the Company, and decide wheatear or not distribute them such profit sharing; and

(vii) prepare the annual and semi-annual financial statements for further submission to the Audit Committee and the Board of Directors and, if applicable, statements or balance sheets issued for shorter periods.

Article 28: The active and passive representation of the Company, on court or out-of-court, shall be made:

(vii) by the Chief Executive Officer together with one (1) Vice President; or

(viii) two (2) Vice Presidents, jointly; or

(ix) one (1) Vice President and one (1) attorney-in-fact for agreements amounting up to R$1,000,000.00 (one million Brazilian Reais).

Paragraph One: The power of attorney shall specify the acts and operations that the grantees may perform and the term of duration of the power of attorney, which shall not be more than one (1) year, delegation of powers not being permitted.

Paragraph Two: The attorney-in-fact shall have the power to represent the Company only in acts or transactions specifically listed in power of attorney.

Paragraph Three: The “ad judicia” power of attorney may be granted by the Chief Executive Officer or by Vice President for Finance for an indefinite term of duration and provide for delegation of powers.

Paragraph Four: All powers of attorney granted on behalf of the Company shall be made by the Chief Executive Officer and one (1) Vice President or by two (2) Vice Presidents, always together.

Paragraph Five: Acts of any executive officer, agent or employee involving business or operations strange to the corporate purpose are expressly forbidden, being void and inoperative with respect to the Company, unless expressly authorized by the Shareholders Meeting.

Article 29: The members of the Board of Executive Officers and their alternates shall be invested into their position, upon singing of the Investiture Term drawn up in the Company’s Board of Executive Officers Meetings Minutes Book.

Sole Paragraph: If the Investiture Term is not signed within thirty (30) days following the appointment, such appointment shall be ineffective, except in case of justification provided by the elected member and accepted by the Board of Executive Officers.

Article 30: The members of the Board of Executive Officers shall not be required to post bond to exercise their position.

Article 31: The members of the Board of Executive Officers shall remain in their position until the investiture of the new members elected, and the term of office shall be extended until such moment.

Sole Paragraph: In case of any vacancy in the Board of Executive Officers, the remaining Executive Officers shall call a meeting of the Board of Directors within ten (10) days to elect the substitute, which shall complete the term of office of the substituted member.

SECTION III FISCAL COUNCIL

Article 32: The Company shall have a Fiscal Council, in a non-permanent basis, composed of three (3) permanent members and equal number of alternates, and such council shall only be installed upon resolution of the Shareholders Meeting.

Paragraph One: The members of the Fiscal Council, individuals, residing in Brazil, legally qualified, shall be elected by the Shareholders Meeting that resolve on the installation of such council, upon request of shareholders, with term of office until the next Annual Shareholders Meeting.

Paragraph Two: The members of the Fiscal Council shall only be entitle to the compensation established by the Shareholders Meeting, during the period in which the Fiscal Council is installed and the members are on duty.

Paragraph Three: The investiture of the members of the Fiscal Council is conditioned to the execution of the Statement of Consent of the Members of the Fiscal Council as set forth in the Novo Mercado Listing Rules, and subject to the other legal requirements.

Paragraph Four: In case of any vacancy in the Fiscal Council, the alternate member shall hold the vacant member’s position; in case there is no alternate, the Shareholders Meeting shall be convened to elect a member for the vacant position.

Paragraph Five: Any person who maintains relationship with a company that could be considered a competitor of the Company (“Competitor”) shall not be elected as a member of the Fiscal Council of the Company, being prohibited, among other things, the election of any person that: (i) is an employee, shareholder or member of any management, technical or fiscal body of the Competitor or of any company controlling or under control of the Competitor, (ii) is spouse or relative within the second degree of a member of any management, technical or fiscal body of the Competitor or of any company controlling or under control of the Competitor.

Article 33: The Fiscal Council, when on duty, shall have the duties provided by law, and such duties shall not be delegated. The Fiscal Council Internal Regulation shall be prepared, discussed and voted by its members in the first meeting called after the installation thereof.