Redecard
Corporate Governance
Risk Factors

An investment in securities involves a high degree of risk. All investors should carefully consider the following factors in addition to the other information in this investor relations website before investing in Redecard’s securities. In general, investing in the securities of issuers in emerging market countries, such as Brazil, involves a higher degree of risk than investing in the securities of U.S. issuers or issuers in other countries with highly developed capital markets. Redecard’s business, financial condition, results of operations and prospects may be materially adversely affected by any of these risks.

The risks briefly described below are those that the Company currently believes most likely may materially affect its performance.

1) Risks Relating to Brazil

- The Brazilian government has exercised, and continues to exercise, significant influence over the Brazilian economy. This involvement, as well as Brazilian political and economic conditions, may adversely affect the activities of the Company and the market price of its common shares and GDSs.

- Inflation and the Brazilian government´s efforts to control inflation may contribute significantly to economic uncertainty in Brazil and could adversely affect the activities of the Company and the market price of its common shares and GDSs.

- Exchange rate instability may adversely affect the Brazilian economy, the Company and the market price of its common shares and GDSs.

- Developments and the perception of risk in other countries, especially emerging market countries, may adversely affect the market price of Brazilian securities, including Redecard’s common shares and GDSs.

2) Risks Relating to Redecard and the Merchant Acquiring and the Processing Industry

- Redecard faces competition in the merchant acquiring and payment processing industry in Brazil.

- The Company depends on MasterCard International and the number of MasterCard and Diners Club International cards issued to maintain its competitive position.

- Redecard is subject to policies and rules imposed by MasterCard International and Diners Club International card association.

- The Company depends upon the merchant acquirer license granted by MasterCard International.

- Redecard’s inability to adopt new alternative means of payment, associated with new technology, may cause a material and adverse effect on operational results and financial conditions of the Company.

- Unauthorized disclosure of merchant and cardholder data through breach of Redecard’s computer systems could cause a material adverse effect on the Company.

- The Company’s systems and its third-party providers´ systems may fail due to factors beyond Redecard’s control.

- Pressure from merchants to decrease the merchant discount rate, as well as increases in the Interchange Fee imposed by card associations and brands, may adversely affect the Company.

- Laws and regulations that may be enacted to regulate the card industry in Brazil may have an adverse effect on Redecard.

- The loss of senior management could have a material adverse effect on Redecard.

3) Risks Related to Redecard’s Common Shares and GDSs

- The volatility and illiquidity of the Brazilian securities markets may substantially limit the investors’ ability to sell Redecard’s common shares and GDSs at the price and time desired.

- An active and liquid market for Redecard’s common shares and GDSs may not be developed.

- Substantial sales of Redecard’s common shares and GDSs could cause the decrease in the price of the Company’s common shares and GDSs.

- The Company may need additional resources, and may elect to obtain them through the issuance of securities, which may affect the price of the Company’s common shares and GDSs and result in a dilution of investor’s holdings in the Company’s common shares and GDSs.

- Redecard’s bylaws do not contain provisions to prevent amendments to exclude from its bylaws protection mechanisms for the dispersion of the shareholders´ base and against attempts of hostile takeovers by third parties.

- The interests of Redecard’s controlling shareholders may conflict with investors’ interests.

- Holders of Redecard’s common shares and GDSs may not receive dividends and interest on own capital.


Last Update: October 10, 2008 


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