Negotiations Policy

1. DEFINITIONS AND MEANINGS APPLICABLE TO THE SECURITIES TRADING POLICY

1.1 The terms and expressions listed below, when used in this Securities Trading Policy statement, shall have the following meanings:

Material Act or Fact – Means any decision of the controlling shareholder, decided by the General Shareholders Meeting or of the Company’s management bodies or any other act or fact of political-administrative, technical, trading, economic or financial nature occurred or related to the Company’s businesses, that could significantly influence (i) the market price of its Stock; (ii) the decision of the investors to purchase, sell or hold its Stock; or (iii) the determination of the investors to exercise any rights inherent as Shareholders. A non-exhaustive list of situations that may configure a Material Fact or Act is contained in Article 2 of CVM Instruction No. 358/02 and in the Disclosure of Material Acts or Facts Policy.

Company: CSU Cardsystem S.A

CVM: Securities and Exchange Commission

Material Information: information relating to Material Acts or Facts until such information is disclosed to the CVM, the stock exchanges and organized over-the-counter market entities in which the Securities are traded.

CVM Instruction 358/02: CVM Instruction 358, of January 3, 2002, as amended.

CVM Instruction 400/03: CVM Instruction 400, of December 29, 2003, as amended.

Related persons: related persons are considered to be: (i) the Company; (ii) the Company’s controlling shareholders or a shareholder owning less than 50% (fifty percent) of the share capital who has Power of Control; (iii) a group of shareholders that is not a signatory to the voting agreement and that is neither under common control nor represents a common interest, which exercises Power of Control, directly or indirectly, or a shareholder or group of shareholders that do not exercise Power of Control, but that nominate(s) a member of the Board of Directors of the Fiscal Council; (iv) members of the Executive Board; (v) members of the Board of Directors; (vi) members of the Fiscal Council, when established; (vii) members of any other bodies with technical or advisory functions created by statutory provision; (viii) anyone who, by virtue of the position, function or position occupied, its subsidiaries or affiliated companies, has knowledge of material information; (ix) service providers and anyone who has knowledge and/or access to material information, in particular those with a commercial, professional or trust relationship with the company, such as: independent auditors; securities analysts; consultants; institutions in the distribution system; others whom the Company deems necessary or appropriate.

Power of Control: power effectively used to conduct the business and oversee the functioning of the Company’s bodies, directly or indirectly, in fact or by law.

Trading Policy: this Securities Trading Policy.

Statement of Acceptance: formal instrument signed by all Related persons, according to the model set out in Annex I of this Trading Policy, in accordance with article 16, §1 of CVM Instruction 358/02, and recognized by the Company, through which the Related Persons express their cognizance of the rules contained in this Trading Policy, assuming the obligation to comply with them and ensure they are complied with by people who are under its influence, including subsidiaries or affiliated companies or those under common control, spouses and direct or indirect dependents.

Securities: any shares, debentures, certificates of real estate receivables, subscription warrants, subscription rights and receivables, promissory notes, purchase and sale of options or derivatives of any kind or, also, any other securities or collective investment contracts issued by the Company or related thereto that, by legal determination, are considered a “security,” existing as at the date of approval of this Securities Trading Policy or such a Policy that subsequently may be created.

2. PURPOSE

3. ACCEPTANCE OF THE SECURITIES TRADING POLICY

4. TRADING POHIBITIONS

4.1 Pursuant to CVM Instruction 358/02, trading in the company’s securities is prohibited by Related Persons: (i) as of the date they become cognizant of a Material Act or Fact; (ii) when acquisition or sale of the Company’s shares by the Company itself, its subsidiaries, affiliates or other companies under common control is underway, or if an option has been granted or mandated for the same purpose; and (iii) whenever there is the intention to promote the Company’s merger, total or partial spin-off, transformation or reorganization.

4.2 In the context of a public offering of Securities and in accordance with Article 48 of CVM Instruction 400/03, Related Persons must abstain from Securities trading as of the date on which they became cognizant of said public offering until the publication of the notice of the termination of distribution related to the public offer in question.

4.3 Related Persons may not trade in the Company’s Securities: (i) in the period of 15 (fifteen) days prior to the disclosure of quarterly (ITR) and annual (DFP and IAN) information, and it shall be the responsibility of the Investor Relations Department to inform the dates for disclosure of information in advance to the Related Parties; and (ii) between the date of the decision of the competent authority regarding an increase in capital stock, the distribution of dividends and payment interest on shareholders’ equity, and the publication of the respective notices or announcements.

4.4 Related Persons who leave the Company prior to the disclosure of a Material Act or Fact originated during their period of office may not trade the Company’s Securities: (i) for a period of six (6) months after their departure; or (ii) as of the date on which they became cognizant of the Material Act or Fact until the date of its disclosure to the market by the Company.

4.5 If any agreement for the transfer of the Company’s control has been made, or if an option or mandate has been granted for the same purpose, as well as whether there is an intention to promote incorporation, total or partial spin-off, merger or reorganization, and while the transaction has not been made public through the publication of a Material Fact or Act, the Company’s Board of Directors may not make a resolution regarding the issue of acquisition or sale of the Company’s own shares.

4.6 The prohibitions to Securities trading foreseen in items 4.1 and 4.4 (ii) above cease as soon as the Company discloses the applicable Material Act or Fact to the market. However, such prohibitions will remain in force even after the disclosure of the Material Act or Fact, in the event any Securities trading by Related Persons could interfere, to the detriment of the Company or its shareholders, with the act or fact associated with the Material Fact.

4.7 Even after its disclosure to the market, the Material Act or Fact must continue to be treated as not having been disclosed until a minimum period of time has passed for market participants to have received and processed the Material Fact in question, as well as if trading could, in the Company’s opinion, interfere with the conditions for the trading of its securities, resulting in a loss to the Company or its shareholders, and such an additional restriction must be reported by the Investor Relations Department.

5. AUTHORIZATION FOR SECURITIES TRADING

6.INDEMNIZATION OBLIGATION

7. THIRD-PARTY RESPONSIBILITY

8. OBLIGATION TO KEEP CONFIDENTIALITY

9. GENERAL CONDITIONS

APPENDICE I TO THE SECURITIES TRADING POLICY