Management Proposal for the Holding of an Ordinary Shareholders

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					Management Proposal for the Holding of an Ordinary
           Shareholders’ Meeting on
                  April 26, 2011


                                               1
Dear Shareholders,



This Management Proposal was drawn up with the aim of providing the clarification necessary concerning each of
the items to be decided on at the Ordinary General Shareholders‟ meeting, to be held on April 26, 2011, in order for
Shareholders to vote with the clear and consistent information required on issues of interest to the Company.

Your participation and vote are of fundamental importance.

Sincerely,


Marcos Ribeiro Leite
Chairman of the Board



a. The Company’s Financial Statements for the financial period ending 31/12/2010
The Financial Statements are an important analytical tool for examining the Company, as they show its economic
and financial situation. These financial statements can be used to analyze the company‟s position in terms of
shareholders‟ equity, indices of liquidity, profitability and indebtedness, thus providing a strategic vision, forward-
looking estimates, and an indication as to its limitations and potential.

The Management Report and Financial Statements are drawn up by the Company‟s Officers with the aim of giving
Shareholders an instrument to guide their decisions, including a Balance Sheet, Income Statement, Statement of
Changes in Shareholders‟ Equity, Cash Flow Statement, Value Added Statement and Explanatory Notes.

The Comments of the Executive Officers (Management Discussion and Analysis) about the Company‟s financial
situation are an important source of information for Shareholders to be able to make a consistent judgment about
its ongoing and past performance.

The Management Report and Financial Statements for 2010, the Independent Auditor‟s Report, and the Fiscal
Committee‟s report were sent to the CVM via the IPE system, and are available on the Company‟s website
(www.csu.com.br/ri). The Comments made by the Executive Officers, related to item 10 of the Reference Form,
can be found in Annex I of this manual.




b. Proposed Allocation of Net Income reported in 2010 and the Distribution of Dividends
The allocation of net income consists of deciding on the installments that will be set aside for the Company‟s
statutory legal reserves or distributed to Shareholders as dividends.

 The net income reported in the financial year ending on December 31, 2010, totaled R$33.1 million. The
 Company‟s management has proposed the following allocation for the net income earned in the financial year
 ending on December 31, 2010:

       a) contribution to the Legal Reserve of R$1,652,592.68 (one million, six hundred and fifty two thousand,
          five hundred and ninety two reais and sixty eight centavos), as defined in Art. 193, of Brazilian
          Corporate Law for Listed Companies;
       b) distribution as interest on own capital, already paid to Shareholders on January 14, 2011, which was
          included in the mandatory minimum dividend for the 2010 financial year, of R$7,759,584.80 (seven


                                                                                                                     2
          million, seven hundred and fifty nine thousand, five hundred and eighty four reais and eight centavos),
          as determined at the Board management meeting held on December 21, 2010, in accordance with the
          items determined in the Company‟s Bylaws;
       c) distribution of dividends totaling R$8,026,413.49 (eight million, twenty six thousand, four hundred and
          thirteen reais and forty nine centavos); and

       d) contribution to the Profit Reserve of R$15,613,262.72 (fifteen million, six hundred and thirteen
          thousand, two hundred and sixty two reais and seventy two centavos).

The information given related to the allocation of net income in 2010, as stipulated in Annex 9-1-II of CVM
Instruction nº. 481/2009 can be found in Annex II of this manual.

c. Capital Expenditures Budget
The capital expenditures budget is composed by the Company´s 2011 investment plan. It is estimated to amount
R$ 68.9 million, to be funded by CSU´s operating cash flow generation, as well as debt.

The information requested by Article 196 of Law 6404/76 is available in Annex III.


d. Election of Board members
In accordance with Article 18 of the Company‟s bylaws, the Board should be made up of at least 5 (five) and at
most 9 (nine) members, with the same being determined and elected at a General meeting by majority vote. A
minimum of 20% (twenty percent) of the Board members should be independent, that is to say that they: (i) have
no ties with the Company except for a shareholding; (ii) not be a Controlling Shareholder, partner or family through
to the second generation of the same, and not be or have been for the last 3 (three) years, tied to the Company or
entity related to the Controlling Shareholder (people with ties to public educational and/or research institutions are
excluded from this restriction); (iii) not have been, in the last 3 (three) years, employed by or a director of the
Company, the Controlling Shareholder or a Company controlled by the Company; (iv) not be a supplier or
purchaser, directly or indirectly, of the Company‟s services and/or products, on a scale that implies any loss of
independence; (v) not be a Company employee or part of its management team or any entity that is offering or
requesting the Company‟s services and/or products; (vi) not be the partner or member of the immediate family of a
member of the Company‟s management; (vii) not receive any other compensation from the Company other than as
a Board member (capital payments related to shareholdings are excluded from this restriction).

The Company is presenting the following candidates at the Shareholders‟ Meeting as Board members, as indicated
by the Company‟s Controlling and Minority Shareholders:



1.   Marcos Ribeiro Leite (Chief Executive Officer of CSU)
2.   Ricardo J. Ribeiro Leite (Executive Director of CSU)
3.   Alvaro A. Cardoso de Souza (independent member indicated by the controlling shareholders)
4.   Antonio Fadiga (independent member indicated by the controlling shareholders)
5.   José Reinaldo Moreira Tosi (independent member indicated by the controlling shareholders)
6.   Paulo G. Godinho Delgado (independent member indicated by the controlling shareholders)
7.   Rubens Antonio Barbosa (independent member indicated by the controlling shareholders)
8.   Alexandre E. Vasarhelyi (independent member indicated by minority shareholders)




                                                                                                                    3
In accordance with the terms of Art. 10 of CVM Instruction n.º 481/2009, the Company is providing the information
indicated in item 12.6 to 12.10 of the Reference Form, as well as a statement from each of the candidates to board
members that they are not involved in any crime, criminal activity or proceeding that would effectively prohibit
them from performing their duties (CVM Instruction nº. 367/2002), and that can be found in Annex IV.



e. Compensation of Company Officers
Management‟s proposal is for a global sum of up to R$5,875,000.00 (five million, eight hundred and seventy five
thousand reais), of which R$ 1,030,000.00 (one million, thirty thousand reais) will be for payment of Board
members and R$ 4,845,000.00 (four million eight hundred and forty five thousand reais) for Executive Officers,
including all benefits and other charges. The remuneration of Company management proposed at the Meeting is an
estimate that includes the maximum amount to be paid to officers.

Information about the composition of compensation paid to the Company‟s officers is stipulated in Art. 12 of CVM
Instruction nº. 481/2009, and in the terms found in item 13 of the Reference Form, which are available in Annex V.




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ANNEX I

Management Discussion and Analysis on the Company's Financial Position

10. Management Comments

10.1. The directors should comment on:

        a)         The Financial and General Equity Conditions

Management understands that the Company is in an adequate financial and equity position to implement its
business plan, to fully achieve its objectives, and comply with all its short and medium-term obligations.

        b)         Capital structure and possibility of redeeming shares or quotas, indicating: (i) the
                   hypothesis for such; (ii) the formula used to calculate the redemption value

             i.     the reasons for the redemption

Management does not plan to make any redemption in the short term with the aim of altering the Company‟s
capital structure.

             ii.    the formula used to calculate the redemption value

Not applicable.

        c)         Payment capacity in relation to the financial commitments assumed

Company management believes that it has the liquidity and sufficient capital resources to cover investment,
expenses, debt and other commitments over the next few years, bearing in mind the global debt profile; operating
cash flow; our liquidity position; general economic-financial conditions, and current business environment. In
addition, we believe that the Company is fully capable of taking out new loans, if it deems necessary, to finance
new investment or acquisitions.

        d)         Sources of financing for working capital and investments in non-current assets used

The Company raises resources from third parties, as and when necessary, through financial loans. These resources
are used to finance working capital; as well as short and long-term investments, to maintain the Company‟s debt
profile at adequate levels, and available cash at the appropriate levels to support the performance expected from
our business activities.

The loans are taken out with the main banks in the Brazilian financial market, some of which are generally in our
client portfolio. This financing is normally raised in the form of Leasing and Loan operations, over a minimum term
of 36 months. These operations are largely indexed to the CDI, and can have the option to be paid down in
advance.

The composition of our indebtedness at the end of the last financial period and those identified below are as
follows:

                        On December 31 of
                        R$ ‘000                      2010                2009     2008
                        Working Capital              28,234              39,197   70,771
                        Leasing                      25,636              27,262   21,363
                        Guaranteed Account           35                  -        4,177


                                                                                                                 5
                       The BNDES                   -                   -                200
                       Total                       53,905              66,459           96,511
On the date of this report, we believe that our traditional sources of financing are sufficient to meet the Company‟s
working capital and investment needs, including (1) continuing the full development of and normative modifications
to our main processing software, (2) developing new products and processing solutions in the market of Issuers
and Acquirers of Credit and Debit Cards, (3) investment in the operating infrastructure of Call-Centers; and (4) any
other required capital expenditure. Our access to sources of liquidity has not undergone any significant restrictions
in the current credit market, and we do not expect this type of problem in the near future.

        e)        Sources of financing for working capital and investment in non-current assets intended
                  for use to cover deficiencies in liquidity

Management does not expect any liquidity shortfalls in the short term. However, if necessary, the Company has
contracted short-term limits of up to R$ 46 million, which can be used at any time by management

        f)        Levels of indebtedness and the characteristics of this debt, describing:

             i.    and ii. loan contracts and any significant financing and other long-term relations with financial
                      institutions

The table below shows the composition of our indebtedness on December 31, 2010:

                  Average       Balance on        12.31.2010    (R$
                                                                       Term
                  Interest Rate ‘000)
Type
                  and                                                                   Maturity
                  Commissions Short-Term               Long-Term       Start            Date
                  CDI + 1.81%pa               1,648                0        9/30/2009      8/15/2011
                  CDI + 3.40%pa               1,661            1,285        9/30/2008      9/22/2012
                     11,50%pa                   592                0         1/1/2011    12/10/2012
                  CDI + 3.40%pa               1,893             647         3/31/2008      4/30/2012
Working
Capital           CDI + 3.60%pa                 999            1.771        9/30/2009      9/24/2012
                  CDI + 1.85%pa                 843                0        3/31/2008      3/31/2011
                  CDI + 3.40%pa               3,777            6,519        3/31/2008      4/30/2012
                  CDI + 3.40%pa               1,017            1,748        3/31/2008      3/30/2013
                  CDI + 3.60%pa               2,725            1,109        9/30/2009      9/28/2012
                  CDI + 1.70%pa               1,859            2,020        1/15/2008      12/7/2013
                  CDI + 3.95%pa               2,381            9,337        7/29/2009    10/13/2015
                  CDI + 3.70%pa                 408             267         11/1/2008         5/1/2012
Leasing
                  CDI + 1.53%pa               2,048             228         4/24/2005      11/4/2012
                  CDI + 2.17%pa               2,707            1,840        1/19/2009      6/21/2013
                  CDI + 2.06%pa                 267             141        11/21/2008      1/21/2013
                  CDI + 2.38%pa                 792            1,112
Leasing (*)
           CDI + 3.95%pa                         77             152              N/A
Guaranteed
Account    CDI + 3.41%pa                         35             N/A              N/A
Total                                        25,729         28,176
(*)The lease contracts listed in this area of the table had not been finalized on the date this report was closed, and
thus remain “open” to new purchases. Adopting a conservative stance, we consider the reference report date as the
closing date in terms of classifying the balance over the short term.



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          iii.     degree of debt subordination

The Company provides services to some of the financial institutions extending it credit. In these cases, the loans
are effectively guaranteed by the revenue related to these contracts.

All the other lines of credit and financing are debts with no firm guarantees and can be considered pari passu with
the Company‟s other debt.

          iv.      possible restrictions imposed on the Issuer, particularly in relation to its debt limits and capacity to
                   contract new debt, the distribution of dividends, the sale of assets, the issuance of new shares and
                   the sale of share control

Some of our long-term financing contracts include some of the obligations and restrictions commonly used in this
market (covenants), as listed in the following table:

Description                                           Indicator                         Limit

Limit for Financial Leverage                          Net Debt / EBITDA                  <3.1

Limit for Financial Leverage                          EBITDA / Financial Expense         >1.9



Other restrictions are linked to the provisions made in the pertinent current legislation.

As of the date of this report, the Company complied fully with the abovementioned restrictions.

        g)       limits of utilization for the financing already contracted

The Company has an available contracted short-term limit of R$ 46 million.



        h)       Significant changes in each item in the financial statements during the twelve months
                 ending on December 31, 2010 compared with the twelve months ending on December 31,
                 2009


Income Statements

1. Gross Revenue
Accumulated gross revenues in 2010 totaled R$412.8 million compared with the R$426.5 million reported in the
prior financial period. CSU CardSystem‟s business unit posted a gross revenue of R$240.8 million, 5.1% lower in
year-on-year terms, while revenue at CSU Contact was R$171.9 million, similar to the figure registered in 2010.

The decline in revenue at CSU CardSystem was largely due to the termination of contracts and alteration in the mix
of services provided, as a result of shift to in-house issuance of invoices for services by two large clients.


Breakdown of Gross Revenue - R$ ‘000        2010          % NR          2009        % NR        Var. %
CSU CardSystem                              240,845       58.3%         253,737     59.5%       -5.1%
CSU Contact                                 171,933       41.7%         172,715     40.5%       -0.5%
Total                                       412,777       100.0%        426,452     100.0%      -3.2%




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2. Net Revenue

Net revenue was in-line with the characteristics in terms of variations in the Company‟s gross revenue broken down
as by business unit as follows:


Breakdown of Net Revenue - R$ ‘000       2010          % NR         2009         % NR       Var. %
CSU CardSystem                           222,876       58.1%        233,705      59.2%      -4.6%
CSU Contact                              160,434       41.9%        161,127      40.8%      -0.4%
Total                                    383,310       100.0%       394,832      100.0%     -2.9%




3. Cost of Services

CSU costs are as follows:


Cost of Services - R$ ‘000               2010         % NR          2009         % NR      Var. %
CSU CardSystem                           119,586      44.5%         139,378      48.2%     -14.2%
CSU Contact                              149,135      55.5%         149,492      51.8%     -0.2%
Total                                    268,721      100.0%        288,870      100.0%    -7.0%




    3.1. CSU CardSystem

Costs at this business unit in 2010 totaled R$119.6 million, representing a significant reduction compared with the
R$139.4 million registered in 2009, due to a reduction in volumes of services provided and an alteration in the
average basket of products and services contracted by its client base.
The main movement, as previously mentioned, was the shift to the in-house management of the issuance of
invoices by two large clients, which led to a reduction in postal and stationary costs (allocated in the other items
account below).

In addition, the full adoption of the norms, revisions and interpretations issued by the CPC resulted in a reduction in
the amount of depreciation and amortization of fixed and intangible assets, after the revision of their useful
economic lives, which led to a reduction in the cost of services provided by the unit of R$4.4 million in 2010.
The drop in communication costs was largely due to renegotiations with suppliers.
A breakdown of costs at CSU CardSystem is provided below:


Costs Breakdown
CSU CardSystem - R$ ‘000                 2010         % NR          2009         % NR      Var. %
Labor                                    40,367       18.1%         40,655       17.4%     -0.7%
Issuance                                 28,861       12.9%         42,570       18.2%     -32.2%
Communication                            4,751        2.1%          6,262        2.7%      -24.1%
Depreciation and Amortization            14,887       6.7%          17,797       7.6%      -16.3%
Buildings                                5,588        2.5%          5,136        2.2%      8.8%
Cost of Products Delivered               13,962       6.3%          13,689       5.9%      2.0%
Others                                   11,171       5.0%          13,269       5.7%      -15.8%


                                                                                                                     8
Total                                    119,586      53.7%        139,378     59.6%     -14.2%
    3.2. CSU Contact
In the accumulated annual period, the costs at this unit totaled R$149.1 million in 2010, similar to the R$ 149.5
million registered in 2009.
Several initiatives were implemented to consolidate profitability and provide continuity in terms of CSU Contact‟s
expansion plan. Of the investments made, priority was given to hiring new and experienced professionals,
modernizing operating technology, and, of particular importance, creating a multidisciplinary team, involving areas
such as, Quality, Operations and Technology.
To deal with this limited growth scenario, CSU moved its entire operations to work out of the two buildings at its
Alphaview site, renting the remaining floors, with a consequent increase in costs associated with these buildings,
from R$16.8 million to R$23.4 million in 2010. In addition, it is important to emphasize that the costs incurred by
CSU Contact were affected by an unprofitable operation of approximately 500 PAs, associated with a contract that
was terminated in the first quarter of 2011 and substituted with revenues from an operation with a higher profit
margin.
As for CSU CardSystem, the full adoption of the norms, revisions and interpretations issued by the CPC resulted in a
reduction in the amount of depreciation and amortization of fixed and intangible assets as a result of revising their
useful economic lives, which led to a reduction in the cost of services provided totaling R$3.6 million in 2010.

The breakdown of costs at CSU Contact is shown below:


Costs Breakdown
CSU Contact - R$ ‘000                    2010         % NR         2009        % NR      Var. %
Labor                                    104,119      64.9%        101,098     62.7%     3.1%
Communication                            4,314        2.7%         5,085       3.2%      -15.2%
Depreciation and Amortization            6,369.4      4.0%         15,260      9.5%      -58.3%
Buildings                                23,353       14.6%        16,804      10.4%     39.0%
Others                                   10,899       6.8%         11,245      7.0%      -3.1%
Total                                    149,135      93.0%        149,492     92.8%     -0.2%




4. Gross Profit
In the year, the Company‟s gross profit rose by 8.1% to R$114.6 million, equivalent to a margin of 29.9%, and
higher than the 3.1 p.p. margin posted in 2009.

The 3.1% increase in margin in relation to the Company‟s net revenues was largely due to the 5.9p.p increase at
CSU CardSystem, as a result of the predominantly higher-margin revenues provided during 2010.



Gross Profit - R$ ‘000                   2010         % NR         2009        % NR      Var. %
CSU CardSystem                           103,290      46.3%        94,326      40.4%     9.5%
CSU Contact                              11,299       7.0%         11,634      7.2%      -2.9%
Total                                    114,589      29.9%        105,960     26.8%     8.1%




5. Operating expenses


                                                                                                                   9
Accumulated operating expenses during the year fell by 14.9%.

Selling expenses were cut by 54.5%, in a significant variation driven by the non-recurrence in expenditure for
advertisements in magazines, events and marketing to launch the CSU Contact brand booked in 2009.
General and administrative expenses rose by an accumulated 4.7% during the year, particularly as a result of the
restructuring and organizational strengthening of administrative areas.
The full adoption of the norms, revisions and interpretations issued by the CPC resulted in a reduction in the
amount of depreciation and amortization of fixed and intangible assets as a result of revising their useful economic
lives, which led to a reduction in the cost of services provided totaling R$1.1 million in 2010.
Net financial expenses during the year were 41.4% lower than reported in 2009. This variation was mainly caused
by the lowering of the Company‟s debt, given its strong cash flow generation in the period. CSU ended the year
with R$53.9 million and R$23.8 million of gross and net debt, compared with R$66.5 million and R$55.5 million at
the end of 2009, respectively.

The other operating expenses (revenues) account fell by 53.0%, driven by the R$3.4 million reduction in expenses
associated with the provisions made for doubtful debt and the drop in other operating revenues of approximately
R$2.1 million as a result of the non-current fiscal credits utilized in 2009.

The accounting convergence resulting from the revision of the useful lives of assets, led to an increase in the
residual value of goods written down of R$0.479 million and allocated to the other operating expenses account. The
annual restructuring expenses also fell by a significant 71.8%, contributing to the overall drop in adjusted operating
expenses. The expenses shown in the table below are related to the projects for the migration to the new sites in
Recife and Alphaview, the first of which was delivered in 2009, and the second at the beginning of 2010.
The table below shows these variations in more detail:


Operating expenses - R$ ‘000             2010         % NR          2009        % NR      Var. %
Selling                                  2,230        0.6%          4,905       1.2%      -54.5%
General and administrative               54,991       14.3%         52,535      13.3      4.7%
Net financial expenses                   7,114        1.9%          12,138      3.1       +41.4%
Other operating expenses (revenues)      2,473        0.6%          5,259       1.3       -53.0%
Total Operating Expenses                 66,808       17.4%         74,837      19.0      -10.7%
Restructuring expenses                   1,539        0.4%          5,458       1.4       -71.8%
Total adjusted operating expenses        68,346       17.8%         80,295      20.3      -14.9%




6. EBITDA
CSU reported a stable generation of EBITDA in 2010, totaling R$78 million, with a 0.4 p.p. improvement in the
EBITDA margin.
In 2010 as a whole, EBITDA from the CSU CardSystem unit reached R$83.8 million, an increase of 11.1 p.p, while
CSU Contact booked a loss of R$5.8 million, as, besides the investments made in operational improvements, CSU
Contact‟s profitability was affected by an unprofitable operation of approximately 500 PAs, associated with a
contract that was terminated in the first quarter of 2011.
The breakdown of results by business unit and the reconciliation based on the Company‟s EBITDA are shown
below:




                                                                                                                   10
EBITDA - R$ ‘000                          2010         % NR          2009        % NR       Var. %
CSU CardSystem                            83,829       37.6%         75,420      32.3%      11.1%
CSU Contact                               (5,769)      -3.6%         3,463       2.1%       N/A
Total EBITDA                              78,061       20.4%         78,883      20.0%      -1.0%



EBITDA reconciliation - R$ ‘000           2010         % NR          2009        % NR       Var. %
EBIT                                      46,243       12.1%         25,665      6.5%       80.2%
(+) Financial Expenses                    7,114        1.9%          12,138      3.1%       -41.4%
(+) Depreciation/Amortization             23,165       6.0%          35,622      9.0%       -35.0%
(+) Restructuring Project                 1,539        0.4%          5,458       1.4%       -71.8%
EBITDA                                    78,061       20.4%         78,883      20.0%      -1.0%




7. Net Income

Net income in 2010 set a second consecutive annual record, totaling R$33.1 million, equivalent to a net margin of
8.6%, and up by a significant 94.6% in year-on-year terms.

The reduction in net financial expenses of R$5.0 million due to the Company‟s lower net debt; the R$8.5 million
reduction in costs as a result of fully adopting the norms, revisions and interpretations issued by the CPC resulted in
a reduction in depreciation and amortization of fixed and intangible assets after revising their useful lives; the R$3.9
million reduction in restructuring expenses; as well as the fiscal benefit generated by the distribution of interest on
own capital, all factors that contributed to the increase in net income accumulated during 2010.


Net Income - R$ ‘000                      2010         % NR          2009        % NR       Var. %
Net Income                                33,052       8.6%          16,985      4.3%       94.6%




8. CAPEX
Investment in 2010 totaled R$28.5 million, of which 70% was allocated to the CSU CardSystem business unit. The
25.2% increase in investment in the CSU Contact unit was due to the acquisition of the equipment necessary to
operate new contracts efficiently.
The main reduction capex in year-on-year terms was also due to the completion of the Alphaview project. In 2009,
CSU invested in the consolidation of its contact center sites in one location of an optimal size and with the required
operating conditions. The migration was finalized in February of 2010. New investment to optimize its occupational
capacity can be made at Alphaview, and are conditional on the signing of new contracts and the consequent
increase in revenue.



Investments - R$ ‘000                     2010         2009        Var. %
CSU CardSystem                            19.9         23.9        -16.8%
CSU Contact                               7.1          5.6         25.2%
Premises                                  1.6          11.1        -85.6%
Capex                                     28.5         40.6        -29.8%


                                                                                                                     11
Balance Sheet


Cash and Cash Equivalents

Cash and cash equivalents are represented by bank deposits and short-term investments of up to three months,
which are considered highly liquid, and maintained at financial institutions and easily converted into a known cash
amount, and that are not subject to a significant risk of any alterations in value.

On December 31, 2010, the balance totaled R$30.1 million, representing an increase of 173.7% compared with
December 31, 2009 (R$11.0 million), mainly derived from the reduction in CAPEX between 2010 and 2009, the
compensation of current tax credits and deferred in the asset balance, partially compensated for by a reduction in
financial debt.


Client receivables – current and non-current

The balance of client receivables largely corresponds to the billing for services provided, and which are generally
paid in the subsequent month, as well as the proportional appropriation of revenue from services provided up to
the end of the month in question, and that will be billed as defined in the commercial clauses of the respective
contracts.

On December 31, 2010, the balance in the Client Receivables Account, booked under current and non-current
assets, totaled R$52.7 million, not showing any significant variation compared with 2009.

The Company has recorded R$3,700,000 (R$7,400,000 in 2009) in non-current assets, related to the amount due
by the Caixa Econômica Federal – CEF, for the provision of services in the first stage of the contract signed with the
CEF in 2005, net of the provision for doubtful accounts, currently being recovered judicially, and for which the
Company management, based on the opinion of its legal advisors, understands the legal ruling will be favorable.


Inventory

The Company‟s inventory consists of materials used to provide services and are booked at the lower value between
cost and the net realizable value. The cost is determined using the average weighted cost method.

On December 31, 2010, the Company held an inventory balance of R$1.3 million compared with R$1.2 million as of
December 31, 2009, and thus at a stable level.


Income tax, social contribution and other taxes – to pay and collect

The balance of income tax, social contribution and other taxes payable – current and non-current – fell by R$7.9
million during 2010, mainly as a result of the compensation of income tax credits, social contribution, PIS and
COFINS, related to the values of taxes to collect derived from the monthly results reported during 2010.

There was no outstanding balance of income tax and social contribution to collect as of December 31, 2010, due to
the advance payment of these taxes and compensations made with taxes retained (deducted) at source during the
year.

The remaining tax collectibles, in current liabilities, totaling R$1.5 million mainly refer to income tax deducted at
source on interest on own shareholders‟ capital or equity, as decided at the Board meeting held on December 21,
2010, totaling R$1.3 million.




                                                                                                                   12
Deferred taxes – Assets and Liabilities

There was a reduction in deferred fiscal credits related to deferred assets during 2010, made up of fiscal losses and
a negative base for social contributions generated in the financial periods through to 2008, as a result of the
significant increase in taxable results verified during 2010.


Judicial Deposits

The balance of judicial deposits totaled R$39.5 million at the end of 2010 (R$30.9 million in 2009), mainly
representing the continued actions taken by the Company questioning discrepancies in interpretation with the fiscal
authority related to COFINS, as well as the judicial deposits associated with labor-related cases taken out during the
course of normal business activities.


Fixed and Intangible Assets

The increase seen in the account groups of Fixed and Intangible Assets, totaling a net R$3.1 million, was the result
of the acquisitions made during 2010 totaling R$28.5 million, depreciation and amortization for use of R$24.1
million, and the write downs and sales of goods and products included in activities totaling R$1.3 million.

From 2009, the Company suspended the amortization of premiums (goodwill) associated with Rail Sul and
Marketsystem, in accordance with CPC 13 - Initial Adoption of Law nº. 11,638/07, Provisional Measure nº. 449/08
and CPC 04 – intangible assets.


Loans, Financing and Capital Leasing Agreements

The total of loans and financing at the end of 2010 reached R$53.9 million, booked as current and non-current,
representing a reduction of R$12.5 million or 18.9%, compared with the balance in December 2009 (R$66.5
million). The cash flow generation in 2010 permitted this reduction in financial indebtedness. Long-term financial
debt represented 52% of the Company‟s total at the end of 2010, versus 55% at the end of 2009.

The Company‟s financial indebtedness is largely linked to the variation in the CDI, with spreads of between 0.10%
per month and 0.35% per month.


Salaries and social charges

The variation in the balance of salaries and social charges, of R$27.0 million in 2010 versus R$24.4 million in 2009,
is largely represented by the increase in provision for management bonuses linked to the improved result posted in
2010 compared with 2009, combined with the salary readjustments made in 2010.


Tax Recovery Program – REFIS

In November of 2009, the Company officially adhered to the program to lower and pay outstanding taxes in
installments, in accordance with Law nº 11,941, of May 27, 2009, and the Joint Decree issued by PGFN/RFB nº 6,
on July 22, 2009, resulting in the regularization of its fiscal liability with a reduction in legal charges in the region of
R$4.8 million, recognized in the 2009 financial result.

The consolidation by the Brazilian Tax Authority (Receita Federal do Brasil) has not been made to date and, during
the 2010 financial year, the payments of R$1.8 million made relate to, principally, the installments for the amount
converted into the Exceptional Installment Program – PAEX – which the Company adhered to in 2006.




                                                                                                                         13
Dividends and interest on own capital (stockholders‟ equity)

The outstanding balance due as of December 31, 2010, of R$7.0 million, is represented by the minimum mandatory
dividend payable on the 2010 results, of R$7.9 million, after deducting R$1.3 million for income tax retained at
source, as and when applicable, payable on the interest on own capital as approved by the Board in a meeting held
on December 21, 2010, for a gross total of R$7.8 million, as well as the remaining balance of 2009 dividends owed
to shareholders that had not updated their registered details to allow for settlement, of R$0.4 million.

Complementary dividends on the result posted in the financial period ending on December 31, 2010, totaling R$8.0
million, will be proposed at the General Ordinary Meeting to be held in April 2011.


Judicial liabilities

The increase of R$6.9 million in the item Judicial Liabilities is accounted for by the legal tax case being upheld by
the Company questioning the difference in interpretation between it and the fiscal authority, particularly concerning
COFINS, the increases in provisions for legal labor-related cases taken out during the course of normal business
activities.


Stockholders‟ Equity

The balance in the shareholders‟ equity account rose from R$130.7 million, on December 31, 2009, to R$152.6
million on December 31, 2010, mainly as a result of the generation of a net profit in 2010.

(i) Capital Stock

The subscribed capital stock as of December 31, 2010 totaled R$129.2 million, comprised of 48,571,597 ordinary
shares, with no nominal value, and not showing any alteration compared with the previous year.

(ii) Shares held in treasury

Refers to the acquisition of 798,500 shares in the Company during the share buyback program active between June
2009 and June 2010, at an average weighted cost of R$5.82 per share, added to the 294,300 shares acquired
during a program, initiated on November 3, 2010, at an average weighted cost of R$6.92 per share.

(iii) Profit Reserves

The increase in the balance seen in 2010 represents the Board‟s proposal, to be decided on in the General Ordinary
Shareholders‟ Meeting in April 2011, regarding the allocation of 2010 results after the distribution of the minimum
mandatory dividend of 25% as defined in the Company‟s bylaws, and including a legal reserve of R$1.6 million, the
retaining of profit of R$15.6 million – to back up the investment program scheduled in the capital budget for 2010 –
as well as the payment of complementary dividends of R$8.0 million.



10.2 Executive Officers’ Comments on the result of the Company’s operations, particularly:

a) the Issuer’s operating results, particularly:
      i and ii) description of any important components of revenue and factors that materially affect the
Company‟s operating results

The Company‟s revenue principally derives from providing services related to the administration of credit card
accounts and Contact Center services.



                                                                                                                  14
The revenue earned from the administration of credit card accounts is mainly linked to the Company‟s portfolio of
credit card accounts processed on a monthly basis. The volume of this portfolio has not changed significantly, and
its behavior is predictable and compatible with the market. Specifically in the last quarter of 2010, the termination
of the contract with an important client, Nossa Caixa, due to the fact it internalized these services through Banco do
Brasil, affected the historical consistency of growth in this line of revenues.
The revenue from the Contact Center services is linked to (1) the number of service call positions contracted; (2)
the number of service minutes provided; (3) the number of contacts made through the service call centers.

Other services provided involve the recovery of credit and the administration of customer loyalty programs, with the
main revenue components related to the number of accounts and past-due credit portfolio, as well as the number
of accounts included in the loyalty programs.
The following table shows the breakdown of revenue for each of our business units:

Gross Revenue - R$ ‘000                    2010        % NR          2009        % NR       Var. %

CSU CardSystem                             240,845     58.3%         253,737     59.5%      -5.1%

CSU Contact                                171,933     41.7%         172,715     40.5%      -0.5%

Total                                      412,777     100.0%        426,452     100.0%     -3.2%



Our activities are affected by the following risks:

        the economic scenario in Brazil, which could affect the expansion of credit as a whole, if there is any
   deceleration in the economy, increase in interest rates and bad debt, fluctuation of the currency and political
   instability, among other factors;



        we may be refrained in the future, as a result of new regulations or market conditions, from making any
   monetary restatement to our receivables volume, based on defined inflation rates, as currently permitted, which
   would impact our results financially or economically;



        in the event of bankruptcy or serious financial difficulties of a large company in the financial sector, the
   sector as a whole would be affected, which could lead to a crisis in confidence due to the likely significant
   slowing in expansion in terms of the availability of credit to individuals, or even a reduction in the same;



        our profit margins may be affected as a result of any increases in operating costs, investments, and public
   tariffs;



        the provision of services to large corporate clients leads to a natural concentration in terms of our
   receivables portfolio. Any anticipated termination or failure to renew contracts by clients with a significant share
   in the Company‟s total revenue could materially affect our results.

Should any of the abovementioned risks actually materialize, it could have an adverse effect on our activities,
financial situation and operating results.


                                                                                                                    15
b)   Variations in revenues attributable to modifications in prices, exchange rates, inflation,
     alterations in volumes and the introduction of new products and services


The Company recognizes the revenue after having effectively provided the services, either in the processing of
credit cards, the number of call center positions made available, charges made or loyalty accounts processed.

The variations in revenue at the business units are largely linked to the variations in the overall volume of business.

Our sales revenue can be affected by the variation in the inflation indices used to correct our service contracts,
which are normally indexed to the IPCA or IGP-M, although some contracts are indexed to the INPC, IPC-FIPE or
even collective bargaining agreements in the category (contracts that require intensive labor).

The Company does not receive revenue in any foreign currency or indexed to any variation in the exchange rate.



c)   the impact of inflation, the variation in prices of the main inputs and products, the exchange and
     interest rate on the Issuer’s operating and financial results
The main indexers that affect the Company‟s business plan are the IPCA, IGP-M and CDI.

The IPCA and IGP-M are the indices generally used in the Company‟s supply contracts, while the CDI index is used
for almost all its financing contracts.

Other important events are the collective labor agreements that affect the business plan at the CSU. Contact unit,
which is highly intensive in terms of labor, and the readjustments in postal rates, which affects the CSU CardSystem
unit.

The Company does not have any debts, significant costs or receivables denominated in foreign currencies.



     10.3     Directors’ comments on the important effects that the following events have caused or
        are expected to cause in terms of the Company’s financial statements

        a)    any incorporation or sale in the operating segment

The Company did not incorporate, acquire or sell any operating stake.

        b)    constitution, acquisition or sale of a shareholding
The Company did not incorporate, acquire or sell any shareholding that would have an impact on its financial
statements or results.

        c)    extraordinary events or operations
The Company did not register any extraordinary events or operations that could impact its financial statements or
results.



10.4. Executive Officers’ Comments:
a) and b) significant changes in accounting practices, and any material effects related to these
alterations in accounting practices.


                                                                                                                     16
From the third quarter ending on June 30, 2007, and based on CFC Resolution nº 921/01, and already in
accordance with the international financial reporting standards, the Company altered its method of accounting for
leasing operations, which were until then booked as an operating expense at the end of each installment. As these
are financial lease contracts, based on the change in accounting practice, these contracts are now booked as the
financed purchase of goods, and the value of the leased goods recognized as a fixed asset, offset by the number of
remaining installments associated with the residual value booked under long-term and current liabilities.

Law nº 11,638 was published on December 28, 2007, altered by Law no. 11,941/09 of May 27, 2009, which
modified and introduced new items into Brazilian Corporate Law. The main aim of these laws was to update
corporate legislation in Brazil to enable the process of convergence of accounting practices adopted in Brazil with
those determined in international accounting norms issued by the "International Accounting Standards Board -
IASB". The application of the Laws referred to was obligatory in annual financial statements drawn up in the years
beginning in or after January 1, 2008. The following is a list of the topics affected by the new Laws: 1. Substitution
of Financial Statements regarding the Origins and Applications of Resources for Showing Cash Flows. 2. Release of
Financial Statements with Added Value. 3. Annual verification of possible losses in non-current asset values: the
Company did not identify indicators of losses in these values on the dates of these Financial Statements. 4.
Reclassifications: expenses activated and registered in deferred assets related to the development of new products
were reclassified as intangible assets. 5. Premium: the residual balance of any premium, arising from the expected
future profitability generated by the incorporations of the companies Rail Sul and Marketsystem, registered in
Deferred Assets, were transferred to Intangible Assets.

From January 2009, the Company suspended the amortization of the premiums associated with Rail Sul and
Marketsystem, in accordance with CPC 13 - Initial Adoption of Law nº. 11,638/07, of Provisional Measure nº.
449/08 and CPC 04 – intangible assets. This change impacted the result of the 2009 fiscal year by a reduction in
general and administrative expenses totaling R$ 3,684,000.

The 2010 financial statements are presented based on generally accepted accounting practices in Brazil that include
the norms issued by the Brazilian Securities and Exchange Commission (Comissão de Valores Mobiliários - CVM)
and the pronouncements issued by the Brazilian Accounting Pronouncements Committee (CPC) which, as related to
the Company‟s operations, are in accordance with the International Financial Reporting Standards – IFRS) issued by
the International Accounting Standards Board - IASB. The 2010 financial statements the first presented by the
Company in accordance with the norms, revisions and interpretations issued by the CPC. The main differences
between the accounting practices adopted previously in Brazil (the former BR GAAP) and the CPCs/IFRS, and that
affected the Company‟s financial statements in 2010 are as follows:

(a) In accordance with CPC 26, the balance of deferred taxes in assets and liabilities should be classified as non-
current at their net value. The balance of deferred taxes previously classified as current assets on December 31,
2009, of R$7,692, were reclassified as non-current assets and, the balance of deferred taxes previously classified as
current and non-current liabilities on December 31, 2009 of R$1,639 and R$7,425, respectively (R$2,168 and
R$7,811, respectively on January 1, 2009), were reclassified as non-current assets.

(b) In accordance with CPC 26, an entity should not book assets and liabilities, or revenues and expenses, in net
form, unless required or permitted by law. In the case of the balance of judicial deposits, the entity should present
this separately from its judicial liability as it fails to comply with the aforementioned criteria for the booking of net
values. The figure of R$22,812 as of December 31, 2009 (R$18,104 on January 1, 2009) represents the balance of
judicial deposits related to judicial liabilities.

(c) In accordance with CPC 24, only the mandatory dividends are recognized as a liability before a decision is taken
by shareholders. The value of R$1,012 represents the installment that exceeds the minimum dividend of 25%,
reversed from current liability to shareholders‟ equity.

(d) In accordance with CPC 12, the non-current financial assets and liabilities, as well as those classified in current
assets and liabilities with a significant impact, should be recognized at their present value on the date of the
transactions. The gross value of R$1,345, with an effect on the deferred income tax liability of R$457, represented
at the end of December 31, 2008, the remaining value for the adjustment to present value of the debt included in

                                                                                                                      17
the Exceptional Debt Refinancing Program with the Brazilian Tax Authority (Receita Federal) and approved by PM
303/2006 (REFIS III), which the Company adhered to in September 2006. The debt under REFIS III is corrected at
the TJLP, in the region of 0.625% per month, when the debt is consolidated and homologated, while the Company
used the SELIC rate to discount the present value, which in this case was 1.06% p.m.

c) Highlights and/or emphasis present in the independent auditor’s report

In the independent auditors reports related to the financial statements for the financial periods ending on December
31, 2008 and 2009, there is a paragraph emphasizing the judicial discussion maintained since 2007, about the
supply contract for integrated credit card processing solutions with technology transfer, operational routines,
processing knowledge, the development and maintenance of systems, support and maintenance of the integrated
solution contract signed with Caixa Econômica Federal. On December 31, 2009, the Company registered balances
of (i) R$ 19,773,000 (2008 – R$ 20,302,000), related to the expenses incurred associated with the licensing and
customizing of software specific to the project developed with the Caixa Econômica Federal, in intangible assets,
and which has not been used bearing in mind that a legal evidence and ruling are pending, based on the
Preliminary Injunction to Produce Evidence ruled in favor of the Company on August 20, 2007, with which it intends
to recover the values owed including, among others, these assets; and (ii) R$ 7,368,000 (2008 – R$11,052) in
Account Receivables, booked as long-term assets, corresponding to the provision of services during the first stage
of the contract. Company management understands that the recovery of these assets is based on their future use
to provide services to other clients, and the realization of Receivables based on the expected favorable ruling for
the Company. There is a paragraph emphasizing the judicial discussion maintained since 2007, about the supply
contract for integrated credit card processing solutions with technology transfer, operational routines, processing
knowledge, the development and maintenance of systems, support and maintenance of the integrated solution
contract signed with Caixa Econômica Federal and (ii) R$7,368 (2008 – R$11,052) of Receivables, booked as long-
term assets corresponding to the provision of services during the first stage of the contract. Company management
understands that the recovery of these assets is based on their future use to provide services to other clients, and
the Receivables on a ruling expected to favor the Company.

In the independent auditor‟s report on the financial statements for the year ending on December 31, 2010
(compared with 2009), there is a paragraph emphasizing the same issue included in the previous year‟s report, and
updating the balances in question as of December 31, 2010, which are: a) expenses incurred with licensing and
customizing software specifically for the Caixa Econômica Federal project, in intangible assets, of R$19,239; and b)
Receivables, in long-term assets, corresponding to the provision of services at the first stage of the contract, of
R$3,684.



10.5. The directors should indicate and comment on the critical accounting policies adopted by the
Issuer, particularly the accounting estimates made by management about doubtful issues and
important in any description of its financial situation and results, that involved subjective or complex
judgments, such as: provisions, contingencies, recognition of revenue, fiscal credits, long-term
assets, the working life of non-current assets, pension plans, adjustments in the conversion of foreign
currency, environmental recovery costs, criteria for testing for the recovery of assets and financial
instruments

The preparation of the financial statements requires the use of certain accounting estimates, as well as judgment
by Company management in terms of the process of applying accounting policies. These accounting estimates and
judgments are continually reevaluated and based on past experience, among other factors, including expectations
about future events, considered reasonable in the circumstances. The actual results of these estimates, which can
vary during the period for which they were verified, will be recognized in the result.

The main estimates related to the financial statements refer to the booking of effects arising from:

       Provisions for doubtful debt;
       Provisions for judicial liabilities;

                                                                                                                 18
       Revenue from services provided and not invoiced for;
       Recovery of deferred income tax and social contribution on fiscal losses, negative tax bases and seasonal
        differences;
       Working life of non-current assets; and
       Reduction in the recoverable value of assets, or impairment

Accounting estimates related to uncertainties and important issues, in which subjective or complex
judgment was exercised by management

Provision for doubtful debt: accrued in sufficient amounts to cover probable losses. To determine whether the
provision for these account receivable losses is sufficient, the total is evaluated together with the characteristics of
each of the doubtful credits, based on the probability of recovery. When there is a significant delay in paying credits
with no firm guarantee and based on the diminishing probability of recovery, the doubtful debt is provisioned for in
the balance sheet for an amount sufficient to cover the probable loss.

Provisions for judicial liabilities: relate to legal proceedings, according to the probability of winning or losing the
cases, and provisions are only made for the procedures that management deems the likelihood of an unfavorable
ruling for the Company as probable, and for which the loss is estimated using a reasonable calculation base. For
legal proceedings that an unfavorable result for the Company is deemed possible, we make reference to them in
the explanatory notes. These decisions are made by management based on the reports issued by the Company‟s
legal advisors, to ensure that judicial liabilities and contingencies are adequately provided for in the financial
statements.

Revenue from the provision of services not invoiced: the Company‟s revenue is mainly earned from the terms of the
commercial contracts signed with the CSU clients. While not invoiced, the revenue for providing these services is
recognized based on the execution stage of the services carried out, as all the costs related to the services can be
reliably measured in accordance with the conditions established in the contracts.

Recovery of deferred income tax and social contribution on fiscal losses, negative bases and seasonal differences:
the fiscal credits associated with deferred income tax and social contribution, and incident on fiscal losses, a
negative base of social contribution and other values that make up seasonal differences, and that will be used to
reduce the Company‟s future tax burden, were recognized based on the history of profitability and the expected
generation of taxable profits in the next financial periods. Company management periodically prepares, at the end
of each financial period, a technical study supported by a projection of future taxable results, including their
discount to present value, showing the capacity to create these tax credits in a period of less than 10 years. These
estimates are periodically revised, so that any and all possible alterations in the outlook for recovering these credits
can be periodically included in the Company‟s financial statements.

The working life of non-current assets: fixed and intangible assets, with the exception of premiums, are depreciated
and amortized using the linear method, at rates of close to the working life of the goods in question, and annually
revised.

In 2010, the Company reassessed the useful life of non-current assets in line with CPC 27 - "Fixed Assets " and
ICPC 10 - "Interpretation of the Initial Application for Fixed Assets " and the Ownership for Investment in the CPC‟s
Technical Pronouncements 27, 28, 37 and 43. This revision resulted in the alteration of the useful life of the assets
analyzed, by reducing the depreciation and amortization of goods included in fixed and intangible assets,
appropriated in 2010 and totaling R$8,548, of which R$7,964 was service cost, R$1,063 administrative expenses,
and an increase in the residual value of the goods written down of R$479.
Reduction in the recoverable value of assets, or impairment: fixed, intangible and other assets, including the
balance from goodwill in investment acquisition, have been revised annually to identify eventual evidence of non-
recoverable losses, or whenever there are events or alterations in circumstances that indicate that the book value
may not be recoverable. As and when this is the case, the recoverable value is calculated to check to see if there is


                                                                                                                     19
a potential loss. If and when there is, it is recognized for the amount by which the asset’s book value is higher than
the recoverable value, which is the highest between the net sale price and the value in use. For the purposes of
evaluation, the assets are grouped into the smallest groups for which cash flows can be separately identified. A test
for the recoverability of the balances related to the fixed and intangible assets was carried out in accordance with
CPC 01, based on their recovery at the value in use, using the discounted cash flow model for each cash-
generating unit, as well as on the premises and projections for growth included in the Company’s business plan.



10.6. In relation to the internal controls adopted to ensure the preparation of reliable financial
statements, the directors should comment on:

a) The degree of efficiency of these controls, indicating any possible imperfections as well as the
measures taken to correct them.

Company management believes that the level of efficiency of the internal controls adopted to ensure that its
financial statements are drawn up satisfactorily. The Company is aware of new technologies and invests in its
internal controls in order to continually improve them.

b) Deficiencies in and recommendations for the internal controls present in the independent auditor’s
report.

The Company’s independent auditors did not carry out their audits with the aim of providing an opinion about its
internal control systems, as this was not included within the scope of the work was to give an opinion about the
financial statements. However, the Company independent auditors did not identify either the need to make
recommendations or notice any deficiencies in these controls during their auditing work, and none that could affect
the report they provided on the Company’s financial statements for the financial periods ending on December 31,
2010, 2009 and 2008.

10.7. If the Issuer has made a public offer to distribute equity securities, the directors should
comment on:

The Company has not made any public offer to distribute such securities in the last three (3) financial periods.

a) how were the offer proceeds used
Not Applicable.

b) If there are significant differences between the effective application of the resources and the
proposals made for the application released in the prospectus related to the respective distribution
Not Applicable.

c) If there were any differences, state the reasons for them
Not Applicable.


10.8. The directors should describe the relevant items not shown in the Issuer’s financial statements,
indicating:

Management understands that the Company does not have any relevant off-balance sheet items or that could
impact its future results.

a) The assets and liabilities held by the Issuer, directly or indirectly, that are not shown on its balance
sheet (off-balance sheet items), such as:
Not Applicable to the Company.




                                                                                                                   20
b) other items not shown on the balance sheets
Not Applicable to the Company.



10.9. In relation to each of the off-balance sheet items indicated in item 10.8, the directors should
comment on:

a) How these items alter or could alter revenues, expenses, operating result, financial expenses or
other items in the Issuer’s financial statements
Not Applicable to the Company.

b) the nature and purpose of the operation
Not Applicable to the Company.

c) the nature and volume of the obligations assumed and the rights generated in favor of the Issuer
as a result of the operation
Not applicable to the Company.


 10.10 The Directors’ comments on the main elements of the Company’s business plan

        a)        investments, including:

             i.    a quantitative and qualitative description of the investments underway and the investments
                   planned;

           ii.     sources of investment financing;

           iii.    significant divestment underway and planned investments

The Company main investments in the last two years were largely to customize our card processing software,
launching of the CSU Acquirer platform, and the reorganization of the sites used to provide contact center services,
mainly with the implementation of the Alphaview project. The following table shows the investment made in the
two financial periods ending on December 31, 2010 and 2009.

Most of the investment made in 2010 and 2009 was made with third-party funding.

Investments - R$ ‘000                       2010      2009        Var. %
CSU CardSystem                              19.9      23.9        -16.8%
CSU Contact                                 7.1       5.6         25.2%
Premises                                    1.6       11.1        -85.6%
Capex                                       28.5      40.6        -29.8%



The Company‟s estimated capex budget in 2011 stands at R$68.9 million, to be financed through own cash flow
generation and third-party resources.



10.11. Directors’ comments on other factors that significantly influence the Company’s operating
performance and that were not identified or commented on in other items in this section

No other factors were identified other than the factors already commented in the previous items.




                                                                                                                 21
ANNEX II

Proposed Allocation of Net Income reported in 2010 and the Distribution of Dividends


APPENDIX 9-1-II
(The figures in this document are expressed in thousands of Reais, unless otherwise indicated)



       1.      Inform the net income
            Adjusted net income for purposes of allocation of dividends and reserves, was:
                                                                      2,010             2,009          2,008
      Net profit (loss)                                                33,052            16,985           7,613
      ( - ) Accumulated loss balance                                                      (9,886)       (17,499)
      Adjusted net profit (loss)                                        33,052             7,099         (9,886)



       2.     Inform the total amount and amount per share dividends, including dividends and interest
             on equity already declared

                                                                       2,010             2,009          2,008
        Total dividend amount                                            15,786             2,698       none
        Dividend per share                                           R$ 0.3333         R$ 0.0562        none



       3.      State the percentage of net income distributed (payout)
                                                                        2,010             2,009         2,008
        Amount (%) allocated:
         of the net profit                                                   48%                 15%    none
         of the adjusted net profit                                          48%                 38%    none
         of the adjusted net profit after legal
           reserve allocation                                                50%                 40%    none



       4.      Inform the amount of overall value per share and dividends based on profits from previous
             years
                                                                        2,010             2,009         2,008
        Based of previous years profit
         Total distributed dividend                                     none              none          none
         Dividend distributed per share                                 none              none          none



       5.      Inform, deducted dividends and interest on equity already declared:
                  a.      The gross amount of dividend and interest on equity, separately, by each type and
                       class of stock




                                                                                                                   22
                                                               2,010         2,009          2,008
            Gross dividend per ordinary share
              distributed as dividends                      R$ 0.1700      R$ 0.0562        none
              distributed as interest on equity             R$ 0.1633        none           none



           b.      The form and term of payment of dividends and interest on equity
          It was approved by the Board of Directors meeting on December 21, 2010, distribution to
          shareholders of equity interest, with payment made available on January 14, 2011, the gross amount
          of R$ 7,760. In accordance with Article 36 of the Company‟s statute, the amount of interest on equity
          will be allocated to the mandatory dividend. The allocation of net income for the year 2010 will be
          voted at the Annual General Meeting (AGM) of 2011.


           c.      Possible impact of restatement and interest on dividends and interest on equity
           None.


           d.     Date of declaration of payment of dividends and equity interest considered for
                identification of shareholders will be entitled to its receipt
          The base date for determining the right to receive dividends will be set at the 2011 AGM, and after
          this date, shares will be considered ex-dividend. In the case of interest on equity already paid on
          January 14, 2011, the base date was December 23, 2010.


6.      If there were a declaration of dividends or interest on equity based on profits earned in
      six-monthly or at shorter
            None.


7.      Provide a comparative table indicating the following values per share of each type and
      class:
           a.      Last fiscal year net income and the 3 (three) previous
                                                     2,010         2,009          2,008          2,007
     Net profit (loss) per ordinary share          R$ 0.6915     R$ 0.3513      R$ 0.1385      R$ (0.2563)




           b.      Dividend and interest on equity paid in three (3) previous years
                                                    2,010          2,009          2,008
Dividend per ordinary share                       R$ 0.1700      R$ 0.0562        none
Interest on equity per ordinary share             R$ 0.1633      none             none




8.      Regarding profits allocation to legal reserves
           a.      Inform amount allocated to legal reserves




                                                                                                             23
                                                   2,010         2,009           2,008
Earnings allocated to legal reserve                   1,652           355      none




         b.      Detail how to calculate the legal reserve
                                                   2,010
Net profit                                          33,052
( - ) Accumulated loss                                  -
Adjusted net profit                                 33,052
Allocation to legal reserve - 5%                      1,652




9.      If the company owns preferred shares entitled to fixed or minimum dividends
None.


10. In relation to the minimum mandatory dividend
         a.      Describe the method of calculation provided in the bylaws
         A minimum of 25% (twenty five per cent) of the adjusted net income, calculated according to article
         202 of 6.404/76 Law, shall be distributed to shareholders as mandatory dividends.


         b.      Inform if it is been fully paid
         The Company will pay dividends in amount superior to the mandatory.


         c.      Inform the amount been withheld
         None.


11. If there is retention of the mandatory dividend due to the company's financial situation
None.


12. Having allocation of income to the reserve for contingencies
None.


13. Having allocation of income to the reserve for unrealized profits
None.


14. Having allocation of income to statutory reserves
None.

                                                                                                         24
15. Having retention of profits under the capital budget


        a.     Identify the amount withheld

                                                    2,010
 Amount of withheld profits allocated as
  Reserves                                           15,613



        b.    Supply a copy of capital budget (Annex III)
                                                            2011
             Customizations of software                       9,337
             Technology (Hardware and Software)              38,416
             Building infrastructure and vehicles            21,192

                                                              68,945


16. Having allocation of income for tax incentive reserve
None.




                                                                       25
Annex III
Capital Expenditures Budget


According to paragraph 2 of Article 196 of Law 6404/76, we submit for your deliberations the Capital Expenditures
Budget of the CSU CardSystem S.A. for the year 2011, totaling R$ 68.9 million, having the following funding
sources:



USE OF FUNDS:

Description Values – R$ thousand

                                                                 Total
CSU CardSystem/MarketSystem/Acquirer
Technology (HW and SW)                                         18,874
Customization of SW                                             8,137

CSU Contact
Technology (HW and SW)                                         19,542
Civil Work/Improvements                                        12,857
Furniture                                                       6,334

Corporate
Customization of SW                                              1,200
Furniture/Civil Work /Others                                     2,000

Total CSU                                                      68,945




1. Investments in software, hardware customizations and represent management's estimates of the amounts to be
spent on new projects and upgrading of current systems of the company.

2. Investments in furniture and civil works are related mostly to disbursements for the implementation of customer
care operations by CSU Contact business unit.



SOURCE OF FUNDS:

Description Values – R$ thousand

Statutory reserve ( withheld profit):                15,613
Equity resourses and debt:                           53,332
TOTAL CSU                                            68,945




                                                                                                               26
ANEXO IV
Information relating to Candidates to the Board of Directors
12.6 Candidates to the Board of Directors:
                                                                                                       g) Date
                                                                                                                   h) Mandate                              j) Elected by the
  a) Name          b) Age   c) Profession   d) CPF/ Passport   e) Job Position   f) Date of election   of taking                i) Other jobs performed
                                                                                                                   term                                    Controller
                                                                                                       office

                                                                   Conselho de Administração

  Alexandre                                                                      2011 Ordinary
                                                               Independent       Shareholders‟
  Eduardo          41       Engineer        142.691.018-57                                                         1 year       Current Board Member       No
                                                               board member      Meeting
  Vasarhelyi

  Alvaro Antonio                                               Independent       2011 Ordinary                     1 year
  Cardoso de       62       Economist       249.630.118-91     board member      Shareholders‟                                  Current Board Member       Yes
  Souza                                                                          Meeting

                                                               Independent       2011 Ordinary                     1 year
  Antonio Fadiga                                               board member      Shareholders‟
                   56       Publicist       896.986.308-72                                                                      None                       Yes
                                                                                 Meeting

                                                               Independent       2011 Ordinary                     1 year
  José Reinaldo             Degree in                          board member      Shareholders‟
                   56                       697.136.188-15                                                                      Current Board Member       Yes
  Moreira Tosi              Computing                                            Meeting

                                                               Board member      2011 Ordinary                     1 year                                  Yes
  Marcos Ribeiro                                                                 Shareholders‟                                  Chairman of the Board of
                   51       Business        038.755.268-56
  Leite                                                                          Meeting                                        Directors


  Paulo Gabriel                                                Independent       2011 Ordinary                     1 year                                  Yes
  Godinho          59       Sociologist     193.401.766-34     board member      Shareholders‟                                  Current Board Member
  Delgado                                                                        Meeting

                                                               Board member      2011 Ordinary                     1 year                                  Yes
  Ricardo José                                                                   Shareholders‟                                  Executive Director and
                   54       Administrador   940.246.858-72
  Ribeiro Leite                                                                  Meeting                                        Board Member


                                                               Independent       2011 Ordinary                     1 year                                  Yes
  Rubens Antonio                                               board member      Shareholders‟
                   72       Diplomat        090.564.241-49                                                                      Current Board Member
  Barbosa                                                                        Meeting




                                                                                                                                                                               27
12.7 Members of the statutory committees, audit committees, risk committees, financial committees
and compensation committee:

The Company does not have any of the committees described in this item.

12.8   In relation to each of the managers and members of the fiscal council, provide:

       a) Resumé of the Board of Directors Candidates
Alexandre Eduardo Vasarhelyi - Graduated in Production Engineering from Escola Politécnica da Universidade de
São Paulo, and has a specialization in Finance from IBMEC. Mr. Vasarhelyi has extensive experience in the financial
market. He held the position of executive officer at Banco Indosuez and Credit Suisse First Boston between 1993
and 1998. While working at Deutsche Asset Management he was responsible for the management of three
derivative funds, and at Banco ING he held the positions of Head of foreign currency trading table and Head
international client trading table.

Alvaro Antonio Cardoso de Souza - Mr. Souza is executive officer of ADS - Gestão, Consultoria e Investimentos Ltda.
and also chairman of GOL - Linhas Aéreas Inteligentes, chairman of the board of directors of WWF - Worldwide
Wildlife Fund in Brazil. Mr. Souza is board member of the following companies and entities: WWF International
Board of Trustees, FUNBIO - Brazilian Fund for Biodiversity, Unidas S/A, Banco Triangulo S/A (TRIBANCO) and
Santos Futebol Clube, and also coordinator of AMBEV‟s Audit Committee. Mr. Souza is a board member certified by
IBGC - Brazilian Institute of Corporate Governance. His career was built in the investment banking segment in
different Citigroup‟s companies, holding positions in Brazil, from branch manager to managing officer of Banco de
Investimentos Crefisul and CEO of Citibank/Brazil. In the USA, he managed the Cross Border Finance Division, he
was head of Private Bank internationally, Consumer Business for North America and Consumer Banking for Latin
America. Mr. Souza was also chairman of Citibank‟s board of directors in Switzerland, chairman of Banco Crefisul
and of Credicard/Brazil.

Antonio Fadiga - Degree in Communications and Advertising from the University of São Paulo (USP) and specialized
in Marketing from Fundação Getulio Vargas (FGV). He has begun his professional career for over 25 years in
Indústrias Têxteis Santista. Thereafter, he worked at communication agencies like BBDO, Leo Burnett and Young &
Rubicam, where he was CEO and partner in Brazil, and member of its board in Latin America. Participated in various
courses in Business Marketing in New York, Chicago, Boston, Toronto and Munich, as well as seminars and national
conferences. In 1996 he was elected the Advertiser of the Year by the Sao Paulo Award Columnists. In 1998,
became a partner of Totalcom, Brazilian group that brings together companies specialized in different areas of
communication, with branches in Latin America and Portugal. In 2002 he was nominated for the Caboré Award as
the Best Planning Professional and in 2003, he was elected Best Customer Service and Planning Professional by the
APP. In 2006, took over as CEO of Fischer (Totalcom Group main company), being also the managing partner of
the group. He occupies the position of perpetual board member in the Escola Superior de Propaganda e Marketing
de São Paulo.

José Reinaldo Moreira Tosi - Graduated in Information Technology from the Federal University of São Carlos,
specializing at Harvard University. He has worked in strategic and leadership positions in important financial
institutions, such as Citibank Mexico and MasterCard International. He has accumulated experiences in IT,
consumer credit, payment means and retail banking during his career.

Marcos Ribeiro Leite - Holds an undergraduate degree in Business Administration from Fundação Getúlio Vargas. He
is one of the Company‟s founding partners and is currently CEO and Chairman of the Board of Directors. He has 24
years of experience in the credit card business, having been Credicard‟s CFO and Chief Commercial Officer.

Paulo Gabriel Godinho Delgado - A graduate in Sociology from the Federal University of Juiz de Fora, he holds a
Master„s degree in Political Science from the Federal University of Minas Gerais. He has acted as an independent

                                                                                                                28
consultant for companies and institutions in the political, educational, labor and legislative areas. Mr. Delgado is a
professor licensed by UFJF (Federal University of Juiz de Fora), and a Federal Representative. He is also a member
of the National Institute of Higher Learning - INAE and the Permanent Education Council of the CNI – COED, the
Social Responsibility Council of Fiesp and President of the Institutional Relations Council at Fecomercio – SP. He
also writes articles for O Globo Newspaper – RJ.

Ricardo José Ribeiro Leite - Holds an undergraduate degree in Business Administration from Fundação Getulio
Vargas, he received a graduate degree in Personal Finance from FEA/USP in 2003 and is currently working towards
his Masters in Administration and Finances at PUC/São Paulo. He worked for 17 years at Citibank, where he
headed the Corporate Loans and Leasing Area. He joined CSU in 1998, as a member of the Board of Directors, a
position which he still holds, in addition to performing the functions of the Company‘s CFO. Mr. Ricardo José Ribeiro
Leite is brother of Mr. Marcos Ribeiro Leite.

Rubens Antonio Barbosa - Holds an undergraduate degree in Law from the University of São Paulo, in addition to
being a graduate of Instituto Rio Branco as a member of the Diplomatic Service, and holds a Master„s degree in
Regional Studies from the London School of Economics. He has held several diplomatic positions, including Brazilian
Ambassador in London, from 1994 to 1999, and in Washington, from 1999 to 2004. During this time, he headed
more than 100 Brazilian economic and commercial missions during negotiations in Europe, Asia and North America.
He is the Chairman of the Higher Foreign Commerce Council of FIESP and a member of several other councils, such
as that of the Symphonic Orchestra of the State of São Paulo. He is a member of the International Juncture
Analysis Group of USP and the editor responsible for Interesse Nacional Magazine. He writes regularly for the
Estado de São Paulo and O Globo newspapers.



       a)Convicted criminals, involved in an administrative process with the CVM and having been legally or
       administratively sentenced, been involved in cases that were suspended or overturned for the practice
       of a professional or commercial activity of any nature during the last five years by any member of the
       board or member of the fiscal council:

None of the professionals mentioned in item 12.8.a. above are convicted criminals or subject to any administrative
ruling by the CVM, and all are duly qualified to practice their respective professional activities.




12.9     Family ties, partnership or other ties to the second generation:

    a) Board Members:
Mr. Marcos Ribeiro Leite, CEO and Chairman of the Board is Mr. Ricardo José Ribeiro Leite’s brother, Director with
no Specific Designation (Financial) and member of the Board.

          b) Company administrators and of any other corporate entity controlled directly or indirectly by the
          Company:

   None.



    c) Company administrators and of any subsidiaries and other corporate entity controlled directly or
    indirectly by the Company:

   None.



                                                                                                                   29
   d)Company administrators and of any other corporate entity controlled directly or indirectly by the
   Company:

  Mrs. Marcos Ribeiro Leite and Ricardo José Ribeiro Leite are officers of companies controlled directly and
  indirectly by the Company.




12.10 Subordinate relationships, service providers or that some form of control was maintained, in the last
three financial periods, between the Company administrators and:

       a)    a company controlled, directly or indirectly, by the Company:

  None.




       b)    direct or indirect controller in the Company:

  Mr. Marcos Ribeiro Leite, an administrator at the Company, maintains a controlling relationship with companies
  that, directly or indirectly, maintain Control in the Company.




       c)    Supplier, client, borrower or creditor of the Company, its subsidiary or subsidiaries, or
             controlled by some of these people, if relevant:

  None.




                                                                                                             30
ANNEX V
GLOBAL COMPENSATION PAID TO OFFICERS


13. COMPENSATION PAID TO OFFICERS

 13.1. Policy and Practice of compensation to Board members, statutory and non-statutory directors,
       the fiscal council, statutory and audit committees, as well as those set up for risk, finance and
       compensation, dealing with the following aspects:

        a)        objectives of the policy or practice for compensation:

Our objective is to establish norms and procedures for the salary payments made by the Company, to ensure an
adequate program in terms of the administration of payroll that creates compensation standards for all employees,
compatible with the attributes and responsibilities of the positions held and consistent with the existing market
conditions.

        b)        breakdown of compensation, indicating:

             i.    a description of the elements included in the compensation and the objectives of each

We currently work with two elements related to compensation:

                  fixed compensation
                  variable compensation

These elements are distributed in different ways to each body, as is shown below:

The Board of Directors: compensation to Board members is fixed, and payment is made on a monthly basis, and
established in accordance with market standards, by researching and checking together with companies operating
in the same business area. This compensation is conditional on the effective participation of each Board member in
each of the Company‟s business areas.

Fiscal Council: the compensation paid to the members of the Fiscal Council corresponds, for each acting member,
to 10% of the total of the average fixed compensation associated with statutory directors.

Statutory and Non-Statutory Directors: the compensation policy for members is established in accordance with
market standards and practices, seeking to establish fixed and variable forms of compensation, that stimulate a
competitive differential in terms of performance and retaining Directors. For the non-statutory Directors these obey
the CLT regime.

          ii.      what is the proportion of each element in total compensation

                                                        Fixed                     Variable
                                                        Compensation              Compensation

              Members of the Board                      100%                      0%

              Fiscal Council Members                    100%                      0%

              Statutory and Non-Statutory Directors     85%                       15%




                                                                                                                 31
         iii.    calculation methodology and readjustment of each of the elements in compensation

The compensation is readjusted annually based on the parameters of market indices for Statutory Directors, and
according to the collective labor agreement for non-statutory directors.

         iv.     the reasons that justify the composition of compensation

For the purpose of guaranteeing a competitive compensation and one that is in line with market practices, based on
the companies operating in our business area, the Company adopts a model for the composition of compensation
that concentrates a percentage of between 75% and 90% as fixed and 10% to 25% for the variable component.

        c)      the main performance indicators that are taken into consideration when determining
                each element of compensation:

For fixed compensation: market parameter, based on companies operating in our business segment.

For variable compensation: specific individual targets are established for each position and level of responsibility
within the Company, as defined by GPO (Gestão por Objetivos - Management by Targets), as well as sales volume
targets, EBITDA and the company‟s net profit.

        d)      as compensation is structured to reflect the development of performance indicators:

   Targets are established with specific weighting and proportion to determine and gather the information
   necessary to distribute variable compensation, with there also being the possibility of granting shares, through a
   stock option program in previously established conditions.

        e)      how is the compensation policy or practice aligned with the interests of the Issuer over
                the short, medium and long terms:

Short Term: fixed compensation based on updated market parameters, so as to attract the necessary qualified
professionals to meet the performance expectations required by the Company in the financial period in question.

Medium Term: bonuses based on results in terms of the Company‟s profitability and compliance with individual
targets established annually with the GPO (Management for Objective), monitored during the course of the
respective financial year.

Long Term: the possibility of Stock Options linked to achieving pre-determined economic/financial targets.

        f)      the existence of compensation supported by subsidiaries, controlled or controllers
                directly or indirectly:

   None of the compensation paid is supported by subsidiaries, controlled or controllers direct and indirect in the
   Company.

        g)      the existence of any compensation or benefit linked to a determined share capital event
                by the Issuer, such as the sale of control in the same:

No compensation or benefits exit linked to a determined share capital event by the Issuer, such as the sale of
control in the Company.




                                                                                                                  32
13.2. In relation to compensation recognized in the results posted in the last three financial periods
      and those projected for the current financial period by the Board, statutory directors and fiscal
      council, prepare a table with the following content:

                                                                             Board of          The Fiscal        Statutory
                                                                                                                                      Total
  2009 Financial Period                                                      Directors          Council          Directors
  Number of members                                                             5.60              3.00              4.22              12.82
  Annual Fixed Compensation
                        Salary or pró-labore                                  261,697           223,344           2,549,892         3,034,934
                        Direct or Indirect Benefits                             N/A               N/A                N/A                     -
                        Compensation for Committee work                         N/A               N/A                N/A                     -
                        Others                                                  N/A               N/A                N/A                     -
  Variable Compensation
                        Bonus                                                   N/A               N/A              420,000           420,000
                        Profit Sharing                                          N/A               N/A                N/A                    -
                        Compensation for participating in Meetings              N/A               N/A                N/A                    -
                        Commission                                              N/A               N/A                N/A                    -
                        Other                                                   N/A               N/A               28,620            28,620
  Post-Employment Benefits                                                      N/A               N/A                N/A                    -
  Benefits extended after leaving the job                                       N/A               N/A                N/A                    -
  Compensation based on shares (Stock Options)                                  N/A               N/A               99,372            99,372
                        Total                                                 261,697           223,344           3,097,885         3,582,926

                                                                             Board of          The Fiscal        Statutory
                                                                                                                                      Total
  2010 Financial Period                                                      Directors          Council          Directors
  Number of members                                                             5.17              3.00              3.25              11.33
  Annual Fixed Compensation
                        Salary or pró-labore                                  593,579           245,061           2,629,093         3,467,733
                        Direct or Indirect Benefits                             N/A               N/A                N/A                     -
                        Compensation for Committee work                         N/A               N/A                N/A                     -
                        Others                                                  N/A               N/A                N/A                     -
  Variable Compensation
                        Bonus                                                   N/A               N/A             1,099,879         1,099,879
                        Profit Sharing                                          N/A               N/A                N/A                    -
                        Compensation for participating in Meetings              N/A               N/A                N/A                    -
                        Commission                                              N/A               N/A                N/A                    -
                        Other                                                   N/A               N/A              113,108           113,108
  Post-Employment Benefits                                                      N/A               N/A                N/A                    -
  Benefits extended after leaving the job                                       N/A               N/A                N/A                    -
  Compensation based on shares (Stock Options)                                  N/A               N/A               66,012            66,012
                        Total                                                 593,579           245,061           3,982,972         4,821,612


  2011 Financial Period to be approved at 2011 shareholder's                 Board of        The Fiscal          Statutory
                                                                                                                                      Total
  meeting                                                                    Directors         Council           Directors
  Number of members                                                             7.67             0.00               4.00              14.67
  Annual Fixed Compensation
                            Salary or pró-labore                              850,000             00             3,263,000         4,113,000
                            Direct or Indirect Benefits                         N/A              N/A              122,000           122,000
                            Compensation for Committee work                   180,000            N/A                 N/A            180,000
                            Others                                              N/A              N/A                 N/A                      -
  Variable Compensation
                            Bonus                                               N/A              N/A             1,400,000         1,400,000
                            Profit Sharing                                      N/A              N/A                 N/A                    -
                            Compensation for participating in Meetings          N/A              N/A                 N/A                    -
                            Commission                                          N/A              N/A                 N/A                    -
                            Other                                               N/A              N/A               60,000            60,000
  Post-Employment Benefits                                                      N/A              N/A                 N/A                    -
  Benefits extended after leaving the job                                       N/A              N/A                 N/A                    -
  Compensation based on shares (Stock Options)                                  N/A              N/A                 NH                00
                            Total                                            1,030,000            00             4,845,000         5,875,000
  Note: The number of members of each body corresponds to the average annual membership obtained monthly. The Fiscal Council has a
  non-permanent. It is therefore not expected value of remuneration for the Supervisory Board in 2011, until there is a request and its proper
  installation, if any, at the next AGM.




                                                                                                                                                  33
 13.3. In relation to the variable compensation paid in the last three financial periods and projected
       for the current one for the Board, statutory directors and fiscal council, prepare a table with
       the following content:

                                                                         The Board of      The Fiscal       Statutory
        2009 Financial Period                                              Directors        Council         Directors
        Number of members                                                     5.60            3.00             4.22
        Minimum value defined in the Compensation Plan                        N/A             N/A                    -
        Maximum value defined in the Compensation Plan                        N/A             N/A             1.936.140
        Value defined in the Compensation Plan – Targets Reached              N/A             N/A                968.070
        Effective Value Recognized                                            N/A             N/A                448.620

                                                                         The Board of      The Fiscal       Statutory
        2010 Financial Period                                              Directors        Council         Directors
        Number of members                                                     5.17            3.00             3.25
        Minimum value defined in the Compensation Plan                        N/A             N/A                    -
        Maximum value defined in the Compensation Plan                        N/A             N/A             1.967.651
        Value defined in the Compensation Plan – Targets Reached              N/A             N/A                983.825
        Effective Value Recognized                                            N/A             N/A             1.212.987

        2011 Financial Period to be approved at 2011 shareholder's              The Board of      The Fiscal Statutory
        meeting                                                                   Directors        Council   Directors
        Number of members                                                            7.67            0.00       4.00
        Minimum value defined in the Compensation Plan                               N/A             N/A              -
        Maximum value defined in the Compensation Plan                               N/A             N/A       2.511.140
        Value defined in the Compensation Plan – Targets Reached                     N/A             N/A       1.255.570
        Effective Value Recognized                                                   N/A             N/A       1.460.000
        1. The number of members of each body corresponds to the average annual membership obtained monthly.
        2. The expected value and maximum statutory board corresponds to 5 and 10 minimum wages.
        3. The value entered corresponds to that amount of salary multiplied by the average wage.




 13.4. In relation to the compensation plan based on stock options for the Board of Directors and
       statutory directors, in place in the last financial period and as approved for the current one,
       describe:

The conditions for compensation based on stock options to Statutory Directors are offered in two (2) forms:
             Stock Option Plan
                 Annual Bonus - Stock Payment
        a)       Terms and general conditions:

                            Stock Option:                                                 Stock Payment:

       The Stock Option program consists of granting                  The Annual Bonus conceded to a Director is 70%
       purchase options or the subscription to ordinary               paid in compensation through the Company‟s payroll
       shares in the Company to its executives, as selected           as and when granted, and 30% offered as Stock
       by its directors and approved by the Board.                    Payment, also paid as part of the payroll, whenever
                                                                      due, in line with share performance.
       By granting stock purchase options or share
       subscription rights, the beneficiaries can acquire
       ordinary shares in the Company within a stipulated
       term at a previously defined price, as long as all the
       terms and conditions established in the Program are
       met.



                                                                                                                           34
        b)   main objectives of the plan:

To stimulate the expansion, the implementation and fulfillment of the Company‟s corporate objectives and the
interests of its shareholders, by allowing executives and senior management employees to acquire shares in the
Company, thus motivating them to integrate and align themselves with the medium and long-term interests and
objectives of the same and its shareholders.



        c)   how the plan contributes to these objectives:

The plan allows the Company to increase its attractiveness, motivating commitment by creating additional value,
maximizing profits and encouraging the loyalty of its executives and senior management, offering the same, as an
additional advantage, the chance to become shareholders in the Company and earn the benefits consistent with its
appreciation.



        d)   how the plan is included in the Issuer’s compensation policy:

The plan is one of the components of variable compensation linked to individual performance and the targets
established in the Company‟s Management by Objectives (MBO) policy, which bolsters its potential competitive
differential in terms of retaining these executives and senior management.



        e)   how the plan is aligned with the interests of the Issuer’s managers in the short, medium
             and long terms:

The Plan was fully constituted with the purpose of aligning the interests of the Company and its shareholders with
those of its executives.

Short Term: commitment from executives and senior management to achieve the individual and departmental
targets established.

Medium Term: commitment to the individual and departmental targets will be positive in terms of improving the
Company‟s EBITDA and Net Income.

Long Term: retention of executives and senior management, who are committed to achieving positive
economic/financial results, which translates into an appreciation in the Company‟s shares and for its Beneficiaries
(shareholders).

        f)   the maximum number of shares involved:

                          Stock Option:                                         Stock Payment:

       The stock options to be offered in each annual           The maximum number of shares varies according to
       program will not surpass a maximum of 0.8% of            the value of the Company‟s shares in the São Paulo
       total ordinary shares in the Company‟s capital stock,    stock exchange – BM&FBOVESPA, on the date of the
       which, as and when the options are exercised by the      concession and in line with the bonus attributed to
       interested parties, will be issued through an increase   the Director.
       in share capital, or could be offered as purchase
       options for shares already held in treasury.




                                                                                                                35
g)   the maximum number of shares to be offered:

                   Stock Option:                                         Stock Payment:

The offering of stock payment is limited to 0.8% of      The maximum number of shares varies according to
the total number of shares for each Annual Program       the value of the Company‟s shares in the São Paulo
(in accordance with the condition the targets are        stock exchange – BM&FBOVESPA, on the date of the
met), and the following criteria:                        concession and in line with the bonus attributed to
                                                         the Director.
               by reaching 100% of EBITDA and
                Net   Income,    the   stock   option
                program will be offered integrally,
                as established in the rules of the
                existing plan;
               by reaching 75% to 99% of EBITDA
                and Net Income, the volume of
                stock options offered in the program
                will be determined by the Board, but
                will only be made to the elected
                beneficiaries that have reached a
                minimum of 80% of their individual
                targets in their respective MBOs
                (Management by Objectives);
No stock option program or share purchase options
will be offered if less than 75% of the MBO targets
are not met.



h)   condition for the acquisition of shares:

                   Stock Option:                                         Stock Payment:

The executives and/or senior management,                 The term for payment is 2 (two) years from the date
respecting the grace period and term of consent          the Bonus is awarded.
(vesting), can exercise their share purchase options,
as long as they previously state this will be the case
in writing to the Company with advance warning of
at least 30 (thirty) days, also indicating the number
of options they intend to exercise.



i)   criteria for determining the acquisition or exercise price:

                   Stock Option:                                         Stock Payment:

The exercise price for the stock options will be         The value of the annual bonus is checked and
approved by the Board of Directors for each Annual       approved by the Board of Directors based on

                                                                                                         36
       Program, which will govern the Option Contracts           reaching individual and departmental targets, and
       derived, respecting the legal parameters and will be      70% of this value is paid through the payroll
       defined by the average market value of the shares         account when approved and the remaining 30%
       in the Company in the last 40 (forty) floor trading       linked to the share price in the Company on the São
       sessions on the São Paulo Stock Exchange –                Paulo Stock Exchange – BM&FBOVESPA, which is
       BM&FBOVESPA prior to the date the Annual                  treated as the price index for the appreciation of this
       Program is implemented, the moment that the               bonus.
       Beneficiary receives formal indication of their
       participation in the Program.

       The price of the stock options described above will
       be readjusted between the granting of the same to
       the month prior to exercising the option by the IPCA
       or, if this is not available, by the index the Board of
       Directors designates, and will be the same for all
       Beneficiaries in the same Annual Program.



        j)   criteria for determining the exercise term:

                          Stock Option:                                            Stock Payment:

       The share purchase options offered under the terms        The term for the payment is 2 (two) years from the
       of this Plan can be exercised, in relation to each        date the Bonus is awarded.
       Annual Program in a minimum of two equal
       installments with 50% (fifty percent) at the end of
       the 2nd (second) year and 50% (fifty percent) at the
       end of the 3rd (third) year, or with this vesting.

       The Beneficiary can, at their exclusive criteria,
       exercise their options or not as they fall due
       (vested), according to the terms detailed above or
       postpone this right to exercise until a time they
       deem more adequate, as long as the maximum term
       is respected, which is 6 (six) years, from the offer
       date in the respective Annual Program.

       The exercising of these rights should be made on
       fixed dates, as previously defined by the Board of
       Directors for each Program, to ensure the Company
       can make these shares available, either through the
       issuance of new common stock or the use of shares
       held in treasury, according to the Law and Company
       Bylaws.



        k)   form of settlement:

The price, adjusted in accordance with item i above, will be paid in one installment, on the date to be determined
by the Board of Directors, in the current national currency.


                                                                                                                     37
        l)    restrictions related to the transfer of shares:

The share purchase options not exercised within the terms and under the conditions stipulated in the Options
Contract will be forfeited, and no form of indemnity will be paid or will be due to the Beneficiary.



        m)    the criteria and events that, when verified, would suspend, alter or extinguish the plan:

Based on the hypothesis of the dissolution, transformation, incorporation, merger, spin-off or reorganization of the
Company, and on the assumption that the Company will not be the remaining entity, or the purchase and/or sale of
more than 80% (eighty percent) of the total shares existing in the Company by another, the Plan will terminate and
any option not conceded will be cancelled, unless otherwise stated in writing, in connection with the relevant
operation (and as and when applicable), that the Plan will remain effective and the options not exercised valid even
if substituted by new options, assuming the Company‟s successor or its affiliate or subsidiary makes the appropriate
adjustments in the number, class and price of shares, in which case the Plan will be implemented in the form
originally agreed.

Based on the hypothesis of the dissolution or liquidation of the Company, the Beneficiaries can exercise their
options in the period between the date the Shareholders‟ Meeting is called to discuss the dissolution or liquidation
of the Company and the date the same is actually held. If this is not the case, the exercisable options and options
not exercised will be cancelled, in the same way as the existing Plan, the Annual Programs governed by the Plan
and the respective Options Contracts.



        n)    the effects of the discharge of an administrator in one of the Issuer’s governing bodies on
              the rights of the same stipulated in the compensation plan based on shares:

The discharge of a Beneficiary, when voluntary, automatically implies the renouncement and loss of all the rights
conferred them based on this Plan, as well as the option contract (s) signed, that refer to the options still included
in the vesting period, or the non-exercisable options. The options that are already within the vesting period, or the
exercisable options, should be mandatorily exercised within 30 (thirty) days from the date of discharge, after which
they will be cancelled.

The discharge of a Beneficiary, when made by the Company with no just cause, implies in the maintenance of the
Beneficiary‟s right to exercise the pertinent options within a maximum period of 30 (thirty) days, from the date of
their discharge. The options still not exercisable will automatically be cancelled in accordance with the existing law
related to this issue.

The discharge of a Beneficiary, when made by the Company with just cause automatically implies in the loss by the
Beneficiary of all their rights associated with this Plan and the option contract (s) the same has signed, including
the exercisable and non-exercisable options.

Any Beneficiary who is removed from office as a senior manager or executive in the Company, as a result of an act,
fact or omission related to their responsibility, which infringes, at the criteria of the Board of Directors, any legal
item, will lose all their rights related to this Plan and any option contract, including the exercisable and non-
exercisable options.

For the purposes of the present Plan, discharge means any act or fact that terminates the legal relationship or tie
between the Beneficiary and the Company, including, but not solely restricted to, the hypotheses of destitution,



                                                                                                                    38
substitution, resignation or the expiry of an executive‟s mandate in office without reelection, or the cancellation of
labor or outsourced services contracts.



 13.5. State the number of shares or quotas directly or indirectly held, in Brazil or overseas, and
       other securities convertible into shares or quotas issued by the Issuer, its direct or indirect
       controllers, subsidiaries or under shared control, by members of the Board of Directors,
       statutory directors or fiscal council, grouped by the relevant body, on the date of end of the
       last financial period.

                                 End of 2009
                                                  References                                                      Number                   % of Total
                                 Board of Directors                                                                26,486,556                   54.50%
                                 Fiscal Council                                                                             -                    0.00%
                                 Statutory Directors*                                                                       -                    0.00%
                                 Total Shares                                                                      48,571,597                  100.00%

                                 End of 2010
                                                               References                                         Number                   % of Total
                                 Board of Directors                                                                    26,377,802                    54.31%
                                 Fiscal Council                                                                                 -                     0.00%
                                 Statutory Directors*                                                                           -                     0.00%
                                 Total Shares                                                                          48,571,597                   100.00%

                                 (*) The securities held by the "Statutory Directors" were considered in the
                                 “Board of Directors" when there was accumulation of functions




 13.6. In relation to the compensation based on shares recognized in the results posted in the last
       three (3) financial periods and projected for the current one, for the Board of Directors and
       statutory directors, prepare a table with the following content.
                                                                                                                                    Weighted average exercise price of each of
                                                                                                                                         the following groups of options:
                                                                                                                                                                                          Potential
                                                                                                                                                                                         dilution in
                                                                                                                                    Open at Canceled                                    the event of
                                              Number of %     Number                                                      Stock     begining  during Exercised Expired       Fair value exercise of
                           Date                granted over     of      Vesting   Vesting     Maturation   Expiring      transfer   of fiscal fiscal during the during the at granted all options
                     Body granted              shares   total members   period     date        Period        date      block period   year     year  fiscal year fiscal year    date     granted (*)
         2007 PLAN




                                  29/5/2008
                     Statutory
                     Directors




                                                12.314   50%       3    2 years   29/5/2010    6 years     28/5/2014 According to      11,78     11,78     none       none        1,22         0,8%
                                                                                                                        company's
                                                                                                                         policies
                                                12.314   50%       3    3 years   29/5/2011    6 years     28/5/2014                   11,78     11,78     none       none        1,22         0,8%

                                 Total          24.628

                                                                                                                                    Weighted average exercise price of each of
                                                                                                                                         the following groups of options:
                                                                                                                                                                                          Potential
                                                                                                                                                                                         dilution in
                                                                                                                                    Open at Canceled                                    the event of
                                              Number of %     Number                                                       Stock    begining  during Exercised Expired       Fair value exercise of
                           Date                granted over     of      Vesting   Vesting     Maturation   Expiring      transfer   of fiscal fiscal during the during the at granted all options
                     Body granted              shares   total members   period     date        Period        date      block period   year     year  fiscal year fiscal year    date     granted (*)
         2008 PLAN




                                  27/4/2009
                     Statutory
                     Directors




                                                38.500   50%       3    2 years   27/4/2011    6 years     26/4/2015 According to       4,71      4,71     none       none        2,53         0,8%
                                                                                                                        company's
                                                                                                                         policies
                                                38.500   50%       3    3 years   26/4/2012    6 years     26/4/2015                    4,71      4,71     none       none        2,53         0,8%
                                 Total          77.000

        (*) The stock options to be offered in each Program can not exceed the annual maximum of 0.8% of ordinary shares in the Company's equity.



                                                                                                                                                                                     39
Price of CSU shares on 31/12/2010 – R$ 6.76.




In relation to the payment of bonuses indexed to the value of shares, we have:

                                           Settlement Number of Number                           of Concession
     Body                                                                                                      Value R$
                                           Date       Members   Shares                              Price

     Statutory Directors                   March/2011       2                   36,461                  4.69                      171,000.00

     Statutory Directors                   Junho/2013       2                   30,769                  7.80                      240,000.00



To date no concessions were approved for the current financial period.



 13.7. In relation to the open options held by the Board of Directors and statutory directors at the
       end of the last financial period, prepare a table with the following content:
2007 PLAN :                                                                    Options not vested yet
                                                                                                           Stock       Weighted Fair value
                                              Number of           Period for Period for                  transfer      average at the end
                                 Granted        open    Number of vesting     expire         Expire        block       exercise  of fiscal
                      Body        date         oprtions members     date       date           date        period         price     year
                                                                                                       According
                     Statutory                                                                             to
      2007 PLAN :                29/05/2008     8.894           2 29/05/2011     6 anos     28/05/2014                    11,78        1,22
                     Directors                                                                         company's
                                                                                                        policies


                                                                               Vested stock options
                                                                                                                 Valor justo
                                                                                                                     das
                                                                                                                 opções no
                                                                                              Stock     Weighted último dia
                                              Number of           Period for                transfer    average      do
                                 Granted        open    Number of vesting        Expire       block     exercise exercício
                      Body        date         oprtions members     date          date       period       price    social
                                                                                            According
                     Statutory                                                                  to
      2007 PLAN :                29/05/2008     8.894           2    6 anos    28/05/2014                      11,78       1,22
                     Directors                                                              company's
                                                                                             policies


2008 PLAN :                                                                    Options not vested yet
                                                                                                          Stock        Weighted Fair value
                                              Number of                        Period for               transfer       average at the end
                                 Granted        open    Number of   Vesting     expire        Expire      block        exercise  of fiscal
                      Body        date         oprtions members      date        date          date      period          price     year
                     Statutory                                                                         According
                                                33.500          2 27/04/2011     6 anos     26/04/2015                     4,71        2,53
                     Directors                                                                              to
      2008 PLAN :                27/04/2009
                                                                                                       company's
                                                33.500          2 26/04/2012     6 anos     26/04/2015                     4,71        2,53
                                                                                                         policies




 13.8. In relation to the options exercised and shares delivered related to the compensation based on
       shares held by the Board of Directors and statutory directors in the last three (3) financial
       periods, prepare a table with the following content:

Not applicable, as all the Company‟s options are still not exercisable, and the detailed table is shown in item 13.6
above.

                                                                                                                                               40
 13.9. Summary description of the information necessary to understand the data released in items
       13.6 to 13.8, such as an explanation of the pricing method for the value of shares and options,
       indicating, at least: a) the pricing model; b) data and premises used in the pricing model,
       including the average weighted share price, exercise price, expected volatility, option term
       life, expected dividends and risk-free interest rate; c) the method used and the premises
       assumed to incorporate the effects expected in the current financial period; d) the way in
       which the expected volatility was determined; e) if any other characteristic of the options was
       incorporated in the calculation of its fair value.

The fair value of the options granted, estimated on the date they were conceded, used the Black & Scholes options
pricing model based on the following assumptions:

                                                                           29/5/2008 27/4/2009

                                                                           1st lot        2nd lot

                  Base Asset                                               R$ 4.78        R$ 4.73

                  Exercise Price                                           R$ 11.78       R$ 4.71

                  Projected Volatility                                     32.20%         34.50%

                  Risk-free interest rate                                  10.13%         13.48%

                  Life expectancy (in years)                                          6              6

                  Dividend yield / exercise price                          2.10%          0.87%

                  Fair value on the concession date                        R$ 1.22        R$ 2.53



The figure for the expected volatility is based on the historic volatility over the last six years prior to the concession
date. For the periods before the Company was listed, the IBOVESPA price was used.



 13.10.      In relation to the Company’s pension plans offered to members of the Board of
      Directors and statutory directors, provide the following information in table form:

   The Company does not offer a Pension Plan.




 13.11.      In table form, indicate, for the last three financial periods, in relation to the Board of
      Directors, statutory directors and fiscal council:




                                                                                                                       41
                                                                              Board of                         Statutory
                                                                                            Fiscal Council
          2009 Financial Period                                               Directors                        Directors
          Number of members                                                      5.60            3.00             4.22
          Value of the highest individual salary/year                          70,000           74,448         1,817,671
          Value of the lowest individual salary/year                           31,855           74,448          520,278
          Average value of individual compensation / year                      46,732           74,448          734,096

                                                                              Board of                         Statutory
                                                                                            Fiscal Council
          2010 Financial Period                                               Directors                        Directors
          Number of members                                                      5.17            3.00             3.25
          Value of the highest individual salary/year                          131,637          81,687         1,592,146
          Value of the lowest individual salary/year                            36,432          81,687          410,494
          Average value of individual compensation / year                      114,886          81,687         1,225,530

          2011 Financial Period to be approved at 2011 shareholder's            Board of                       Statutory
                                                                                              Fiscal Council
          meeting                                                               Directors                      Directors
          Number of members                                                        7.67            0.00           4.00
          Value of the highest individual salary/year                            156,530            00         1,646,172
          Value of the lowest individual salary/year                              36,432            00          416,840
          Average value of individual compensation / year                        134,348            00         1,211,250
          Note: The number of members of each body corresponds to the annual average number of members obtained montly. The
          calculation of the smaller wage excludes members that not worked 12 months each period.




 13.12.      Describe the contractual arrangements, insurance policies or other instruments that
      structure compensation or indemnity mechanisms for management in the event of their
      discharge or retirement, indicating what the likely financial consequences would be as far as
      the Issuer is concerned:

The Company offers civil responsibility insurance for Directors and Officers (D&O), that ensures coverage in case of
third parties complaints relating to management acts made during the mandate. There is no specific policy for
compensation/indemnization for management in the event of their discharge or retirement.




 13.13.       In relation to the last three financial periods, indicate the percentage of total
      compensation each body recognized in the Issuer’s result related to members of the Board of
      Directors, statutory directors or fiscal council who are parties related to the controllers,
      directly or indirectly, as defined by the accounting rules that relate to this issue:

                                  Reference                                                     2009
                                  Board of Directors                                          25.20%
                                  Fiscal council                                               0.00%
                                  Statutory directors                                         80.00%

                                  Reference                                                     2010
                                  Board of Directors                                          10.50%
                                  Fiscal council                                               0.00%
                                  Statutory directors                                         58.20%

                                  Reference                                                     2010
                                  Board of Directors                                           8.60%
                                  Fiscal council                                               0.00%
                                  Statutory directors                                          65.6%



 13.14.       In relation to the last three financial periods, indicate the values recognized in the
      Issuer’s result as compensation paid to members of the Board of Directors, statutory directors

                                                                                                                              42
        or fiscal council, grouped into their individual bodies, that for any reason is not a result of the
        job position they hold, such as, commissions and consultancy or advisory services provided:

None.




 13.15.       In relation to the last three financial periods, indicate the values recognized in the
      results of subsidiaries, direct or indirect, companies under joint control and controlled by the
      Issuer, paid as compensation to members of the Issuer’s Board of Directors, statutory
      directors or fiscal council, grouped into their individual bodies, specifying which individual\
      positions these values were attributed to:

Not applicable.




 13.16.           Provide any other information the Issuer deems relevant:

None.




                                                                                                        43

				
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