Exhibit 1.01



LINX S.A.



Public Company of Authorized Capital

CNPJ/MF: 06.948.969/0001-75

NIRE: 35.300.316.584



ANNEX I - MINUTES OF THE ORDINARY AND
EXTRAORDINARY GENERAL MEETINGS



HELD ON APRIL 30, 2020.



By-laws



CHAPTER I
DENOMINATION, PURPOSE, HEAD OFFICE, AND DURATION



Article 1: Linx S.A. (the “Company”)
is a publicly held company (sociedade anônima de capital aberto), governed by these Bylaws and by the applicable laws and
regulations.



Paragraph One: With the
Company’s listing on the special listing segment named Novo Mercado of B3 — Brasil, Bolsa, Balcão (the “B3”),
the Company, its shareholders, including controlling shareholders, Management members and members of the Fiscal Council, if on
duty, are subject to the provisions of the Novo Mercado Rules of B3 (the “Novo Mercado Listing Rules”).



Paragraph Two: The provisions
of Novo Mercado Listing Rules shall prevail over the provisions of these bylaws, in case of injury to the rights of recipients
of public offerings provided herein.



Article 2: The Company’s
head office and jurisdiction are located in the City of São Paulo, State of São Paulo at Avenida Doutora Ruth Cardoso,
no 7221, Cj. 701, BI. A, sala 1, Edifício Birmann 21, CEP: 05425-902, and the Company may, by resolution of the Board
of Executive Officers, open branches, agencies, offices and other establishments, as well as appoint agents and representatives,
in any part of the country or abroad.



Article 3: The corporate purpose
of the Company is:



| | (i) | Services related to infrastructure and hardware, data
management, monitoring and storage in cloud environment (cloud computing) consulting, advisory services and development of computerized
systems (software), exploring third party or proprietary rights of use of computer systems, services of data processing, outsourcing
of information technology services and support to accounting and general administrative services, especially those designed for
accounting of corporate incentives, such as airline mileage and gifts, hosting and development of websites, developing of activities
related to credit cards, gifts, purchase clubs, mileage card and similar, through the capture, transmission, data processing and
settlement of transactions resulting from the use of credit and/or debit cards, of Direct Consumer Credit — CDC, purchase,
withdraw and other means of payment; accrediting entities or individuals, suppliers of goods and/or service providers for acceptance
of credit cards and/or debit card, Direct Consumer Credit — CDC, purchase, withdraw and other means of payment, trade, import
and export of equipment, including computers, new and used, peripheral equipment, parts, systems and programs for electronic equipment,
equipment leasing, development of personal or commercial computer language courses, marketing of books and magazines, selling
general supplies for computers, technical assistance related to its business, consulting services and training courses for personal
development; development of complementary activities or related to corporate activities, logistic services, such as, handling
and storage of finished products, orders and physical distribution; receipt, checking and handling products (packaging, labeling,
ironing, putting on hangers, kits or packs), plus shipping and freight management; logistics advice in general, including review
of processes and layout definition, studies and projects of logistics network, geographical location of distribution centers and
factories; analysis of equipment implementation and technical feasibility, drawing, design and installation of equipment for handling
and storage, training, technical assistance and equipment maintenance; lease (excluding operational leasing) and storage of equipment;
lease (excluding operational leasing) and sublease of space for storage of merchandises; participation in other companies (sociedades
simples ou empresárias), predominantly involved in non-financial activities, as partner or shareholder; the exercise of
franchise activity and rendering of services related to loss prevention, logistics, research, monitoring, consulting, advisory
or other services, whether for retail segment, wholesale, distribution, logistics, industry or services, as well as the development,
maintenance, assessment, licensing, sub-licensing and systems technical support (software) for the mentioned services;
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| | (ii) | Management of network maintenance services not involving
generation, transmission and reception of communication signals, provision of access to world wide web internet, provision of
technical assistance services, including leasing of assets and properties, colocation, hosting (with and without lease of assests)
and “data centers” (including or not the provision of data processing);
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| | (iii) | Telecommunications services in general, such as transmission
of data, images and sounds by any means, including circuits and network services, telephony, for any systems including internet,
import and export services for the telecommunication;
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| | (iv) | General administrative services to companies in which
it participates;
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| | (v) | Participation in other companies, whether national
or foreign companies, as a partner, shareholder or quotaholder; and
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| | (vi) | Representation of other companies, whether national
or foreign companies.
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Article 4: The Company shall
operate for an indefinite period of time.



CHAPTER II
SHARE CAPITAL AND SHARES



Article 5: The Company’
share capital is R$ 645.447.005,42 (six hundred and forty five million, four hundred and forty seven thousand, five reais and forty
two cents) divided into 189.408.960 (one hundred and eighty nine million, four hundred and eight thousand, nine hundred and sixty)
common shares, registered, book-entry, with no par value.



Paragraph One: The Company
is authorized to increase the share capital up to a limit of 70.000.000 (seventy millions) common shares registered, book-entry,
with no par value, irrespective of any amendment to these Bylaws, upon resolution of the Board of Directors.



Paragraph Two: The Board
of Directors shall set the conditions for the issuing, subscription, form and payment term, the issue price and the form of placement
of the shares (public or private) and their distribution in Brazil and/or abroad.



Paragraph Three: The Company’s
Board of Directors may, within the limit of the authorized capital and pursuant to one or more plans approved by the Shareholders
Meeting, grant options for purchase of shares to its managers, employees and to any individual that provides services to the Company,
or to Companies under its control, as well as to managers and employees of other companies that are controlled by the Company,
with no preemptive rights for the existing shareholders.



Article 6: The Board of Directors,
at its discretion, may authorize the Company to issue, without any preemptive rights or reducing the term set forth in the Paragraph
Four, Section 171 of Law 6,404, of December 15, 1976, as amended (the “Brazilian Corporations Law”),
shares, debentures convertible into shares or subscription warrants, which placement is made by sale in stock exchange or by public
subscription, or by exchange public offering for acquisition of control, under the legal terms, within the limits of the authorized
capital.



Article 7: The Company’
shares are book-entry shares and shall be maintained in deposit accounts, in the name of their holders, at a financial institution
authorized by the Brazilian Securities Commission (“CVM”).



Sole Paragraph: Subject
to the limits set out by the CVM, the cost of the transfer and registration, as well as the cost for the service regarding the
book-entry shares may be charged directly from the shareholder by the depository institution, as defined in the share registration
maintenance agreement.













Article 8: The Company’s
share capital shall be comprised exclusively of common shares and each common share shall grant the right to one vote in the resolutions
of the Shareholders Meetings.



Article 9: A subscriber that
fails to pay-in the subscribed shares, in accordance with the terms of the respective subscription bulletin or in accordance with
the calls made, shall be in default, by operation of law, under Section 106 and 107 of the Brazilian Corporations Law, subject
to the payment of a fine equivalent to 10% (ten percent) of the total subscription price duly adjusted by inflation, plus default
interest of 12% (twelve percent) per year and a monetary adjustment of the variation of General Market Price Index (“IGP-M”),
as disclosed by the Fundação Getulio Vargas (“FGV”).



Article 10: The Company shall
not issue preferred shares and founders’ shares (partes beneficiárias).



CHAPTER III
SHAREHOLDERS MEETINGS



Article 11: The Shareholders
Meeting, called and installed in accordance with the applicable legal provisions and these Bylaws, has the power to decide on all
matters of interest to the Company and take all the resolutions deemed appropriate to the defense and development of the meeting.



Paragraph One: The Shareholders
Meeting shall preferably be chaired by the Chairman of the Board of Directors or by the Deputy Chairman of the Board of Directors,
in their vacancy or temporary impediment, it shall be chaired by any Board Member present and, in the absent of any Board Member,
it shall be chaired by any Manager or individual, shareholder or not, appointed in writing by the Chairman of the Board of Directors.



Paragraph Two: The Chairman
of the Shareholders Meeting shall appoint up to two (2) Secretaries to compose the chair and act as secretary of the meeting.



Paragraph Three: Resolutions
on the amendment or deletion of Article 43 hereof shall be taken by an absolute majority of votes present.



Article 12: Qualification as
shareholder shall be proved upon presentation of the proper documents, as provided by law.



Sole Paragraph: Shareholders
may be represented by proxy in Shareholders Meetings, and such proxy shall be grant in accordance with the current law.



Article 13: Except as provided
by law or as otherwise provided in shareholders agreement filed at the company’s head offices, the resolutions of the General
Meeting shall be taken by majority of votes, blank votes not being considered.













Paragraph One: The exercise
of voting rights in cases of condominium, shareholders agreement, usufruct and pledged shares or shares assigned on a fiduciary
basis, is subject to specific legal requirements and evidences provided by law.



Paragraph Two: Shareholder
with suspended social rights may not participate in the meeting.



Paragraph Three: The shareholder
may not vote on resolutions relating to appraisal reports of assets contributed by such shareholder to the share capital and to
the approval of its accounts as member of the Company’s management, nor on any other resolution that may benefit such shareholder
in a particular manner or that may represent a conflict of interest with the Company.



Article 14: The Shareholders
Meeting shall be held:



| | (a) | Annually within the 4 (four) months following the end of the fiscal year, in order to (i) review
the accounts of the management, examine, discuss and vote the financial statements; (ii) resolve on the allocation of the
net profit of the fiscal year and distribution of dividends; and (iii) elect the members of the Board of Directors and the
Fiscal Council, as necessary; and
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| | (b) | Extraordinarily, whenever the interests of the shareholders or the provisions hereof so require.
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Article 15: Call notice of
the Annual and/or Extraordinary Shareholders Meeting shall be made upon announces and publications of the documents provided by
law, under the terms and within the periods provided thereby.



Article 16: Notwithstanding
the matters provided by law, the matter listed on Section 122, 132 and 136 of the Brazilian Corporations Law and the following
matters shall be approved exclusively by the Shareholders Meeting:



| | (i) | election and removal of members of the Company’s
Board of Directors;
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| | (ii) | determination of the global annual compensation of
the members of the Board of Directors, members the Board of Executive Officers, and members of the Audit Committee and member
of the Personnel Committee, as well as members of the Fiscal Council, in on duty, after considering the opinion of the Personnel
Committee;
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| | (iii) | approval of amendments to the Bylaws;
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| | (iv) | approval of dissolution, liquidation, merger, spin-of,
or amalgamation of the Company or any of its controlled companies or affiliates, or of any company into the Company or its affiliates,
except for incorporation of a wholly owned subsidiary of a controlled company by this latter or a controlled company with 80%(eighty
percent) or more of the capital owned by the Company or a Company subsidiary by another subsidiary;
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| | (v) | distribution of stock dividends and decision on any
stock split or reverse stock split;
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| | (vi) | approval of stock option to purchase or subscribe
for 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;
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| | (vii) | decision, in accordance with the management’s
proposal, on the allocation of net income and dividend distribution;
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| | (viii) | appointment of the liquidator and the Fiscal Council
that shall be on duty during the liquidation period;
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| | (ix) | approval of the selection of a specialized firm responsible
for preparation of an appraisal report of the Company’s shares, in case of cancellation of the company’s registration
as publicly held company, delisting from the Novo Mercado or for the purposes set forth in Article 42 hereof, among the three
firms appointed by the Board of Directors; and
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| | (x) | decision on any matter submitted by the Board of Directors.
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Paragraph One:The resolutions
and decisions of the Shareholders Meeting will be recorded in minutes drawn up in the relevant corporate book, signed by the chair
members and shareholders attending the meeting. Certified or true copies of the minutes shall provided, for the legal purposes.



CHAPTER IV
MANAGEMENT BODIES



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 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 Personnel 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.



Article 18:Within the limits stated
in this Article, the Company may, directly or through any of its subsidiaries, enter into indemnity agreements with the members
of its Board of Directors, of any advisory committees, of its Executive Board or of its direct and indirect subsidiaries, and all
other employees with management powers in the Company and/or any of its direct or indirect subsidiaries (jointly or separately
 “Beneficiaries”), in the event of any damage or loss actually suffered by the Beneficiaries as a result of the
regular exercise of their duties at the Company, without prejudice to the contracting of a specific insurance contract in favor
of such beneficiaries.



Paragraph One:The indemnity
agreement may provide for the advance of expenses by the Company to its Beneficiaries, in order to safeguard the defense in judicial
and administrative proceedings, arising from acts performed in the regular exercise of their duties in the Company or its direct
or indirect subsidiaries, according to the conditions established in the indemnity agreement.



Paragraph Two:The limit
value for indemnity provided for in the indemnity agreement shall not exceed the limit provided for the D&O insurance policy
hired by the Company, in effect at the time of the indemnity agreement or the value equivalent to USD 50,000.000.00 (fifty million
American dollar) or whichever is greater.



Paragraph Three: The indemnity
agreement eventually entered into between the Company and the Beneficiaries shall be effective from the moment of its conclusion
until five (5) years from the termination of the Beneficiary's contractual relationship with the Company or its direct or indirect
subsidiaries.













Paragraph Four: In no
event shall the Company indemnify the Beneficiary for indemnities arising from a social action provided for in Article 159 of Law
6,404/76 and for acts performed (i) outside the exercise of its attributions; (ii) in bad faith, willful misconduct, serious guilt
or fraud; (iii) in one's own or third parties' interests, to the detriment of the Company's corporate interest; or (iv) that violate
the law or the provisions of these By-Laws and the indemnity agreement.



Paragraph Five:The Beneficiary
shall be obliged to return to the Company the amounts paid in advance in cases in which, after an irreversible judgement, it is
proved that the act performed by the Beneficiary is not subject to indemnification under the terms of the indemnity agreement.



SECTION II
BOARD OF DIRECTORS



Article 19: The Board of Directors
shall be composed of, at 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 two (2) or twenty percent (20%), whichever is greater, 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.



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 up to the nearest integer.



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 20: 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 call and chair the meetings of the Board of Directors. In case of absence or temporary impediments
of the Chairman, the Deputy Chairman shall call and chair the meetings of the Board of Directors, regardless of any formality.
In case of absence or temporary impediment of the Chairman and the Deputy Chairman, the meetings of the Board of Directors shall
be called and chaired by the member of the Board of Directors appointed by the Chairman and the Deputy Chairman.



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 21: 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 22: 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 23: The Board of Directors
may create, besides the Personnel 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 24: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 Personnel 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 Personnel 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) manifest 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)
manifest about any subject to be submit to General Meeting;



(xiv) 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;













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



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



(xvii) 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 Personnel Committee;



(xviii) 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 Personnel Committee;



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



(xx) 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 Personnel Committee;



(xxi) authorize, after considering
the opinion of the Personnel 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 Personnel 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;



(xxii) authorize, after considering
the opinion of the Personnel 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;



(xxxiii) 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 floors in 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) the alternatives to the acceptance of the tender offer available in the market (v) 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.



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 25: The Personnel Committee
will consist of up to four (4) members elected by the Board of Directors, who shall serve for two (2) fiscal years. The
Personnel Committee shall meet whenever necessary and shall perform advisory functions in accordance with its internal regulations
and assist the Board of Directors to analyze the appointment requirements for appointment of Board members, 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 Personnel Committee, one of them shall be appointed as its coordinator.



Paragraph Two: The Personnel
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 Personnel Committee.



Paragraph Four: As pursuant
to Article 24 (vi) hereof, the Company’s Board of Directors shall have the exclusive responsibility to appoint
and remove from office members of the Personnel Committee.



Paragraph Five: The Personnel
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 26: The Audit Committee,
an advisory body related to the Board of Directors, with operational autonomy and own budget approved by the Board of Directors,
shall consist of at least three (3) members, the majority of which shall be independent members of the Company’s Board
of Directors and the rest shall be external consultants who are not part of the Company’s Management, and at least one of
the members of the Audit Committee shall have recognized experience in matters of corporate accounting.



Paragraph One: Upon appointment
of the members of the Audit Committee, one of them shall be appointed as its coordinator. The duties of the Audit Committee coordinator
are defined in its internal regulations approved by the Board of Directors.



Paragraph Two: The Audit
Committee will report directly to the Board of Directors of the Company and the same member of the Audit Committee can accumulate
both positions mentioned in this Article.



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



Paragraph Four: As pursuant
to Article 24(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, among others:



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



| | (ii) | evaluate, prior to the publication, the quarterly,
interim and annual financial statements, including any notes, as well as management reports and independent auditor’s report,
as applicable;
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (iii) | evaluate, besides monitoring the activities, the effectiveness
of internal and independent auditors and the Company’s internal control area, 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) | evaluate and monitor the Company’s risk exposures;
| | --- | --------------------------------------------------



| | (vi) | evaluate, monitor and recommend to the Management
correction or improvement of Company’s internal policies, including the policy of transactions between related parties;
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------













| | (vii) | have the means to receive and process information
about non-compliance with legal and regulatory provisions applicable to the Company, in addition to internal regulations and policies,
including specific procedures for the protection of the provider and the confidentiality of the information;
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (viii) | hire, when necessary, independent advisor (lawyers,
accountants, consultants and others) in order to assist him in achieving his goals, all in strict obedience of its own budget;
and
| | ------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (ix) | 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 27: 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, up to three (3) Vice Presidents
of Operations Officers, one a Vice President of Technology Officer, one a Investor Relations Officer, one a Vice Presidents of
Human Resources, Marketing and Facilities Officer and others without specific designation, all of them elected by the Board of
Directors for a two (2) 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 Article 28 below.



Paragraph Two: The Chief
Executive Officer and the Vice-President Officers, at the discretion of the Board of Directors, may hold more than one position
of Vice-President Officer or Officer.



Article 28: 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
floors 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.
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Paragraph One:The duties
of the Chief Executive Officer, in addition to other duties defined by the Board of Directors are: (i) direct and coordinate the
action of the Company's Officers; (ii) direct and coordinate matters related to business planning and performance; (iii) ensure
the achievement of the Company's goals, established in accordance with the general guidelines of the Board of Directors; (iv) prepare
the Company's management report, to be submitted to the appreciation of the Board of Directors; (v) resolve issues of conflict
of interest between the Directors or conflict of competencies between the Boards; (vi) implement the decisions and resolutions
of the Board of Directors; (vii) define the implementation of the internal control and corporate risk management guidelines, policies
and practices, in conjunction with the Chief Financial Officer; (viii) to direct the area responsible for the verification of compliance
with obligations and risk management, preserving the administrative connection with the Company's Chief Financial Officer; and
(ix) execution of other activities pertinent to the area of its performance.



Paragraph Two:The duties
of the Vice-President of Finance Officer are: (i) to prepare the Company's Financial Statements, following best market practices
and current legislation; (ii) define policies, guidelines and rules, regarding their area of activity; (iii) ensure the Company's
financial balance and health, establishing controls over investments, equity, income and expenses; (iv) advise on the preparation
of annual costing and investment budgets; (v) address matters related to economic, financial, tax, accounting, budgeting, cost
and property insurance management and planning; (vi) monitoring the budget of his respective area of expertise; and (vii) other
attributions pertinent to the area of its performance and / or determined from time to time by the Chief Executive Officer.













Paragraph Three:The duties
of the Vice Presidents of Operations Officers, regarding the areas under their management, are: (i) to define the commercial policy,
based on the Company's guidelines; (ii) manage the Company's commercial and services area; (iii) control the financial results;
(iv) define business strategies; (v) manage, with the support of the Company's Human Resources structure, the professional talents
under its management; (vi) propose and guide actions that promote the satisfaction of the Company's customers; (vii) promote the
integration of companies acquired by the Company and / or its subsidiaries; (viii) budget monitoring; and (ix) other attributions
pertinent to the area of its performance and / or determined from time to time by the Chief Executive Officer.



Paragraph Four:The duties
of the Vice President of Technology Officer, as well as other duties defined by the Board of Directors, are: (i) promoting the
evolution of the Company's products and services; (ii) be responsible for information security in technologies developed or integrated
by the Company; (iii) manage the customer support area; (iv) propose and guide actions that promote the satisfaction of the Company's
customers; (v) be responsible for the innovation actions of the Company's products and services; (v) be responsible for corporate
information technology structures; (vii) monitoring the budget of their respective area of expertise; and (viii) other attributions
pertinent to the area of its performance and / or determined from time to time by the Chief Executive Officer.



Paragraph Five:The duties
of the Vice President of Human Resources, Marketing and Facilities Officer, as well as other duties defined by the Board of Directors,
are: (i) to define modern management techniques, as well as to coordinate activities related to: (a) dissemination of corporate
culture; (b) attraction, evaluation and retention of talent; (c) internal and external marketing management; (d) corporate offices;
(e) building security; e (f) HR operations; (ii) conduct the relations between the Company and the unions; (iii) act in the communication
and marketing process aiming at expanding the Company's disclosure, as well as its products and services; (iv) monitoring the budget
of his respective area of activity; and (v) other attributions pertinent to the area of its performance and / or determined from
time to time by the Chief Executive Officer.



Paragraph Six:The duties
of the Investor Relations Officer, as well as other duties defined by the Board of Directors are: (i) providing information to
the investors, the CVM and the stock exchanges and markets in which the Company is registered; (ii) keep the Company's publicly-held
registry updated, in compliance with all applicable laws and regulations applicable to publicly-held companies; (iii) represent
the Company before regulatory bodies and other financial market institutions; (iv) monitoring the budget of its respective area
of activity; and (v) other attributions pertinent to the area of its performance and / or determined from time to time by the Chief
Executive Officer.













Paragraph Seven: The duties
of the Vice-Presidents Officers and Officers Without Specific Designation, as well as other duties defined by the Board of Directors,
are: (i) to promote the development of the Company's activities, observing its corporate purpose; (ii) coordinate the activities
of the Company and its subsidiaries; (iii) perform budgetary management of the Company's areas under its responsibility, including
cost management control; (iv) coordinate the performance of its area and specific responsibilities with that of other directors;
(v) represent the Company before clients, the press, society and legal, corporate and governmental bodies, safeguarding the interests
of the organization and ensuring its image; and (vi) other attributions pertinent to the area of its performance and / or determined
from time to time by the Chief Executive Officer.



Article 29: The active and
passive representation of the Company, on court or out-of-court, shall be made:



| | (i) | by the Chief Executive Officer together with one (1) Vice
President Officer or with on one (1) Officer; or
| | --- | ----------------------------------------------------------------------------------------------------------



| | (ii) | by Vice Presidents Officers and Officer, paired in
two (2), jointly, in acts that imply the assumption of obligations of up to R$ 1,000,000.00 (one million reais),;
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (iii) | one (1) Vice President Officer and one (1) attorney-in-fact
in acts that imply the assumption of obligations of up to R$ 1,000,000.00 (one million reais); or
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (iv) | by the Chief Executive Officer together with one (1) attorney-in-fact.
| | ---- | ----------------------------------------------------------------------



Paragraph One: The Investor
Relations Officer may represent the Company before regulatory bodies and other financial market institutions, including B3 and
CVM, within the limits established by law, these Bylaws and the Company's Internal Policies, to The practice of other acts inherent
to the position of Director shall comply with the rules set forth in items (i) and (ii) above.



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



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



Paragraph Six: 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.



Article 30: 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 31: The members of
the Board of Executive Officers shall not be required to post bond to exercise their position.



Article 32: 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 33: 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 subject to the applicable 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 34: 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.



CHAPTER V
FISCAL YEAR, BALANCE SHEET AND PROFITS



Article 35: The Company’s
fiscal year begins on January 1st and ends on December 31st of each year. Financial statements of the Company shall be
prepared quarterly and at the end of each fiscal year, subject to the legal requirements.



Article 36: From the results
of the fiscal year it shall be deducted before any participation, the accumulated losses and the provision for income tax and social
contribution on net income. Based on the remaining profits, the profit sharing to be assigned to management shall be calculated,
if so determined by the Shareholders Meeting. The net income of the fiscal year shall be allocated as follows:



| | (i) | from the net profit, five percent (5%) shall be allocated to the legal reserve according to Section 193
of the Brazilian Corporations Law, observed the exception provided for in Paragraph One of Section 193 of the Brazilian Corporations
Law;
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (ii) | by proposal of the management bodies, a portion may
be allocated to form the Reserve for Contingencies, under Section 195 of the Brazilian Corporations Law;
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (iii) | by proposal of the management bodies, a portion may
be retained based on previously approved capital budget, under Section 196 of the Brazilian Corporations Law;
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (iv) | a portion shall be allocated to the payment of the
mandatory dividend to shareholders, subject to the provisions of Article 36 hereof; and
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------













| | (v) | in the fiscal year in which the amount of the mandatory
dividend, calculated in accordance with Article 36 hereof, exceeds the realized portion of net income, the Shareholders Meeting
may, upon proposal of the management bodies, allocate the surplus to Reserve of Unrealized Profits, subject to the provisions
of Section 197 of the Brazilian Corporations Law.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Paragraph One: The Shareholders
Meeting shall determine the destination of the remaining balance of the Company’s results.



Paragraph Two: The financial
statements of the Company shall be audited on an annual basis by independent audit firms, registered with the CVM.



Article 37: Shareholders shall
be entitled to a mandatory dividend, in each fiscal year, of at least twenty five percent (25%) of the net profit of the fiscal
year, decreased or increased by the following:



| | (a) | amount allocated to the legal reserve; and
| | --- | ------------------------------------------



| | (b) | amount intended to form the reserve for contingencies
(Article 36 (b) hereof), and reversion of the same reserve made in previous years.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------



Paragraph One: The payment
of the dividend may be limited to the amount of net income of the fiscal year that has been realized, provided that the difference
is registered as Reserve of Unrealized Profits.



Paragraph Two: The profits
registered as reserve of unrealized profits, when realized and if not absorbed by losses in subsequent years, shall be added to
the first dividend declared after realization.



Paragraph Three: The
Shareholders Meeting may assign profit sharing to members of the Board of Directors, provided that total amount does not exceed
the annual compensation of the management members nor ten percent (10%) of the profits, whichever is the lower, form and legal
limits. The Board of Directors shall establish the criteria for the allocation of profit sharing to management members, subject
to the limit set by the Shareholders Meeting.



Paragraph Four: The remaining
balance of the profits, if any, shall be allocated as determined by the Shareholders Meeting, and any retained profit for the fiscal
year by the Company shall be mandatorily accompanied by proposal of capital budget previously approved by the Board of Directors.
Should the balance of retained earnings exceed the capital, the Shareholders Meeting shall decide on the application of the excess
in the payment or increase of the share capital, or even in the distribution of dividends to shareholders.













Article 38: The Board of Directors
is authorized to declare interim dividends on account of retained earnings or profit reserves, calculated on annual or semi-annual
financial statements, which shall be considered anticipation of the mandatory dividend referred to in Article 37 hereof.



Paragraph One: The Board
of Directors may also determine the preparation of monthly or quarterly balance sheets and declare interim dividends based on the
profits so determined, subject to legal limitations, and such interim dividends shall be considered anticipation of the mandatory
dividend referred to in Article 37 hereof.



Paragraph Two: The Board
of Directors may pay or credit interest on shareholders equity, ad referendum of the Shareholders Meeting that consider the financial
statements for the fiscal year in which such interest is paid or credited, at all times in anticipation of the mandatory dividend.



Article 39: The dividends shall
be paid, except otherwise resolved by the Shareholders Meeting, within sixty (60) days from the date they were declared and, in
any case, within the fiscal year. The dividends not claimed within three (3) years, from the publication of the act authorizing
such distributions, shall revert to the Company.



Article 40: The three-year
statute of limitations to initiate any legal action to receive dividends begins to run from the date the dividends were made available
to the shareholders.



CHAPTER VI
DISPOSAL OF CONTROL



Article 41: Direct or indirect
disposal of the Company’s Control, whether it is done in a single transaction or in a series of transactions, shall be agreed
under the condition that the Buyer of a controlling stake undertakes to make a public tender offer to acquire all shares issued
by the Company which are held by the other shareholders in the Company, as pursuant to the terms and conditions set forth in the
current law, the current regulation and in the Novo Mercado Listing Rules, in order to assure to them equal treatment as the one
given to the transferor.



Article 42: For the purposes
of this Chapter, the terms starting with capital letters shall have the following meaning:



| | (a) | “Buyer” means the one to whom the
Selling Controlling Shareholder transfers Control of the Company through Disposal of the Company’s Control;
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | “Controlling Shareholder” means
the shareholder(s) or Group of Shareholders who exercise the Control Power of the Company;
| | --- | --------------------------------------------------------------------------------------------------------------------------



| | (c) | “Selling Controlling Shareholder”
means the Controlling Shareholder carrying out the Disposal of Control of the Company;
| | --- | ------------------------------------------------------------------------------------------------------------------------













| | (d) | “Controlling Shares” means the
block of shares, which ensure, directly or indirectly, to their holders, the individual and/or shared exercise of the Control
Power of the Company;
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (e) | “Outstanding Shares” means all
the shares issued by the Company, except for those held by the Controlling Shareholder, by persons related to it, by members of
the Board of Directors and of the Board of Executive Officers and those shares held in treasury;
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (f) | “Disposal of Control” means to
transfer, to a third party, for consideration, the Control Shares;
| | --- | -------------------------------------------------------------------------------------------------



| | (g) | “Control” or “Control
Power” (as well as their related terms, “Controlling”, “Controlled” or “under
common Control”) means the actual and effective power to direct the Company’s activities and to establish the
guidelines for the operation of its management bodies, directly or indirectly, in fact or in law, regardless the shareholding
interest held. Rebuttable presumption of Control will exist where a person or a Group of Shareholders that holds enough shares
to ensure an absolute majority of votes accorded to the shareholders present at the Company’s previous three (3) shareholders
meetings, even if they do not hold the number of shares that actually provide them an absolute majority of the voting shares;
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (h) | “Group of Shareholders” —
means any group of people: (i) bound by voting agreements or contracts of any kind, either directly or through companies
controlled, controlling or under common control, or (ii) among which there is a relationship of control, or (iii ) under
common control;
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (i) | “Economic Value” means the value
of the Company and its shares as determined by a specialized firm and based on reputable methodology or on any other CVM criteria.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------



Article 43: Any shareholder
or person that acquires or becomes the holder of shares of the Company, in a percentage equal to or greater than twenty five percent
(25%) of the total shares issued by the Company shall, within sixty (60) days from the date of acquisition or event that resulted
in the ownership of shares in a percentage equal to or greater than twenty five percent (25%) of the total shares issued by the
Company, make or request the registration, as the case may be, of a public tender offer of all shares issued by the Company, pursuant
to the provisions of the applicable regulations of the CVM, Novo Mercado Listing Rules, other regulations of B3 and the terms of
this Article.



Paragraph One —
The public tender offer shall be (i) for all shareholders of the Company indistinctly, (ii) through auction to be conducted
on the B3, (iii) launched at the price determined according to Paragraph Two of this Article, and (iv) paid in cash,
in Brazilian currency, against the acquisition in the public tender offer of the shares issued by the Company.













Paragraph Two —
The price for the acquisition of each share of the Company in the public tender offer may not be less than ninety percent (90%)
of the highest quotation per unit of the shares issued by the Company on the B3 and NYSE registered in the period of twenty four
(24) months prior to the completion of the tender offer, excluding the three highest values, in any case of: (i) the value of quotation
per unit of the shares issued by the Company will be the last registered at the share’s closing price trading; and (ii) for
the purpose of this Article 43, shall apply the American dollars conversion rate to Reais (PTAX Sell), as released by Brazilian
Central Bank in the closing day of the OPA register to the value of the unit rate of the shares issued by the Company at NYSE throughout
the period of twenty-four (24) months.



Paragraph Three —
The conduction of the tender offer referred to in the main provision of this Article shall not prevent other shareholder of
the Company or, as the case may be, the Company itself, from promoting a tender offer concurrently, in accordance with the applicable
regulations.



Paragraph Four —
The person or shareholder shall comply with any requests or requirements of the CVM, based on the laws applicable to the tender
offer, by the final deadlines fixed by the applicable regulations.



Paragraph Five —
If the person or shareholder does not comply with the obligations under this Article, including as the deadlines stipulated (i) for
the registration or the application for registration of the tender offer or (ii) for the fulfillment of any requests or requirements
from the CVM, the Board of Directors of the Company shall convene an Extraordinary Shareholders Meeting, at which the shareholder
or person shall not be entitled to vote, to resolve on the suspension of the exercise of the rights of the person or shareholder
that failed to comply with any obligation under this Article, as provided for in Section 120 of the Brazilian Corporations
Law, without prejudice to the person or shareholder’s liability for losses and damages caused to the other shareholders as
a result of the breach of his/her/its obligations under this Article.



Paragraph Six —
Any person or shareholder acquiring or becoming holder of other shareholding rights, including usufruct or fideicommissum, relating
to the shares issued by the Company in a number equal to or exceeding thirty per cent (30%) of all shares issued by the Company,
shall also, within no more than sixty (60) days after the date of such acquisition or the event resulting in the vesting of said
rights in and to shares in a number equal to or exceeding thirty per cent (30%) of all shares issued by the Company, register or
apply for the register of a tender offer, as the case may be, pursuant to the terms of this Article.



Paragraph Seven —
The obligations provided for in Section 254-A of Brazilian Corporations Law and in this Article of these Bylaws, do not release
the person or shareholder from complying with his/her/its obligations under this Article.



Paragraph Eight —
The provisions of this Article do not apply if a person becomes holder of shares issued by the Company in a number exceeding
thirty per cent (30%) of all shares issued by the Company as result of (i) legal succession, so long as the shareholder disposes
of the exceeding shares within sixty (60) days after the relevant event (ii) merger of another company with and into the Company,
(iii) merger of all shares of another company with the Company, or (iv) subscription of shares of the Company in one
sole primary issuance which has been approved at a Shareholders Meeting of the Company convened by its Board of Directors and whose
proposal of capital increase has determined the fixing of the shares issuance price based on the economic value calculated according
to an economic and financial valuation report of the Company issued by a company with proven expertise in valuation of publicly-held
companies.













Paragraph Nine —
For the purposes of calculation of the thirty per cent (30%) of all shares issued by the Company described in the main provision
of this Article, the involuntary increases in equity interest resulting from cancellation of treasury shares, or reduction of the
share capital of the Company with cancellation of shares shall not be calculated.



Paragraph Ten —
If the CVM regulation applicable to the tender offer provided for in this Article requires the adoption of a calculation criteria
for determination of the price for the acquisition of each share of the Company in the tender offer which results in an acquisition
price greater than that determined under Paragraph Two of this Article, the acquisition price calculated under the CVM Regulation
shall prevail in the implementation of the tender offer under this Article.



CHAPTER VII
LIQUIDATION



Article 44: The Company shall
be liquidated in the events determined by law, and the shareholders meeting shall set out the form of liquidation and appoint the
liquidator and the Fiscal Council shall be on duty during the liquidation period.



CHAPTER VIII
ARBITRATION



Article 45: The Company, its
shareholders, Management members and members of the Fiscal Council, effectives and substitutes, if any, undertake to settle, through
arbitration conducted before the Market Arbitration Chamber (Câmara de Arbitragem do Mercado), in the terms of its regulations,
any and all disputes or controversies that arise among them for their condition of issuer, shareholders, managers, and members
of the Fiscal Council, and arising out of or in connection to their condition of issuer, shareholders, managers, and members of
the Fiscal Council, especially, resulting of the provisions of the Law 6,385/76, Law No. 6,404, the Company’s Bylaws,
the rules adopted by the National Monetary Council, the Central Bank of Brazil and the Brazilian Securities Commission, as
well as any other rules applicable to the capital market in general and those contained in the Novo Mercado Listing Rules,
the B3 regulations and the Novo Mercado Participation Agreement.













Paragraph One:Without
prejudice to the validity of this arbitration clause, if the Arbitral Tribunal has not yet been constituted, the parties may directly
request from the courts the necessary remedies to prevent irreparable damage or difficult reparation, and such proceeding shall
not be deemed a waiver to the arbitration, pursuant to item 5.1.3 of the Arbitration Rules of the Market Arbitration Chamber.



Paragraph Two:Brazilian
law shall be the only law applicable to the judgment of any and all disputes, as well as to the execution, interpretation and validity
of this arbitration clause. The Arbitral Tribunal shall consist of three arbitrators chosen as provided for in the Arbitration
Rules of the Market Arbitration Chamber. The arbitration proceeding shall take place in the City of São Paulo, State of
São Paulo, where the arbitration sentence shall be rendered. The arbitration shall be run by the Market Arbitration Chamber
itself, and shall be conducted and adjudicated in accordance with the relevant provisions of the Arbitration Regulation, in Portuguese.



Paragraph Three: The
appointment of the managers and members of the Fiscal Council, effectives and substitutes, is subject to the signing of the Investiture
Term, which shall contemplate its subjection to the arbitration clause mentioned in this Article.



CHAPTER IX
GENERAL PROVISIONS



Article 46: The Company shall
comply with shareholders agreements filed at its head office in accordance with Section 118 of the Brazilian Corporations
Law, and the Chairman of Shareholders Meetings and meetings of the Board of Directors shall refrain from computing the votes contrary
to the relevant terms of shareholders agreements.



Article 47: The publications
required by the Brazilian Corporations Law shall be made in the Official Gazette of the State of São Paulo and in another
newspaper of broad circulation.



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