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MATERIAL FACT

Sao Paulo, April 9, 2014. Qualicorp S.A. (BM&FBovespa: QUAL3), one of the leading full-service healthcare benefits administrator and health management services provider in Brazil, pursuant to article 157, §4º of Law 6.404, dated December 15, 1976, as amended, and Rule nº 358 issued by the Brazilian Security and Exchange Commission, dated January 3, 2002, as amended, informs its shareholders and the market in general that its subsidiaries Qualicorp Administradora de Benefícios S.A. and Qualicorp Corretora de Seguros S.A. signed today a Performance Commitment Agreement ("TCD") with the Administrative Council for Economic Defense ("CADE" - anti-trust organism) for the approval of the transactions in connection with: (i) the Assignment and Transfer of Rights and Obligations Agreement executed with Afinidade Administradora de Benefícios Ltda. and Equilibrar Corretora de Seguros Ltda.; (ii) the Quota Purchase Agreement related to the acquisition of corporate equity in PS - Padrão Administradora de Benefícios Ltda., Padrão Administração e Corretagem de Seguros Ltda., PS Brasil Administração e Corretagem de Seguros Ltda. and Voloto Consultoria Empresarial Ltda; and (iii) the Share Purchase Agreement related to the acquisition of 60% of the total and voting capital stock of Aliança Administradora de Benefícios de Saúde Ltda. and GA Consultoria, Administração e Serviços S.A..

By means of the TCD, the Company has the obligation to create a Benefit Administration Company, to be organized and registered at ANS, disregarding the services and commissions related to brokerage, which should have a portfolio of 140,000 lives administrated in affinity contracts, as provided in the Normative Resolution 195/2009, from ANS, in any segmentation of the article 12 of Law 9.656/1998. The execution of the term and its performance, with the consequent approval of the transactions by CADE, terminates the proceedings underway before the anti-trust authority and ensures that all the benefits and synergies arising from those transactions are maintained by the Company.

Qualicorp will keep its shareholders and the market in general informed of any relevant development concerning compliance with the TCD and expresses its commitment to cooperate with CADE in order to comply with all obligations undertaken by the Company.

For further information please contact our Investor Relations department: ri@qualicorp.com.br


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