REDECARD’S CODE OF ETHICS AND CONDUCT

• Vision, Mission and Values
• 1. Our Principles
• 1.1. Conflicts of Interest
• 1.2. Asset Protection
• 1.3. Employees
• 1.4. Shareholders and Investor
• 1.5. Business Partners
• 1.6. Governmental and Regulatory Bodies
• 1.7. Media
• 1.8. Community and the Environment
• 2. Ethics and Conduct Management
• 2.1. Ethics Committee
• 2.2. How to proceed in case of questions or breach of the Code of Ethics and Conduct
• 2.3. Reporting Suspicious Activities
• 2.4. Sanctions and Penalties

Vision, Mission and Values

Vision

We are committed to bring security, agility and simplicity to electronic payments for customers and consumers, promoting sustainable economic growth.

Mission

To provide the best electronic payment experience, establishing relationships of trust and appreciation with customers, shareholders and employees.

Values

• Sense of urgency in seeking customer satisfaction.
• Secure transactions.
• Agent of social, environmental and economic transformation.
• Team work.
• Integrity, transparency and consistency.
• Innovation in electronic payment solutions.

1. Our Principles

Observing and complying with the law and maintaining standards of conduct in line with the Company’s values and business strategy are the principles that guide Redecard’s activities. These principles represent Redecard’s commitment and the way in which we employees must act in relation to our customers, shareholders, business partners, the government and community.

1.1. Conflicts of Interest

We must avoid situations in which our personal interests are or may be inconsistent with the interests of Redecard or its customers, partners and shareholders. Situations that may result in an actual or apparent conflict of interest include (but are not limited to):

• participating in decisions on doing business with companies or institutions in which you or a member of your family has interest in, which may benefit you – if this is your case, you must obtain prior approval from the Ethics Committee;
• facilitating business with Redecard through friendship, family ties, or in order to receive a donation, gifts or obtain favors;
• using the Redecard name illegitimately;
• using confidential information to favor personal investments, which must be in total compliance with the Trading Policy.

Kinship

• Hiring relatives of employees or business partners with whom there is a potential or actual conflict of interest is strictly prohibited.
• The following are considered conflicts of interest: exercise a position that may affect the work of others, or influence, directly or indirectly, the professional or income progress of others.
• The following are considered relatives: husband, wife, partner in a stable union or not, son, daughter, stepson, stepdaughter, father, mother, son-in-law, daughter-in-law, father-in-law, mother-in-law, brother, sister, cousin, grandfather, grandmother, grandson, granddaughter, uncle, aunt, nephew, niece, brother-in-law, sister-in-law, stepfather and stepmother.

Gifts, Presents, Favors, Loans and Other Preferential Treatment

• Do not accept or allow a family member to accept any gifts, presents, favors, services, bribes, loans or preferential treatment from customers and business partners in exchange for an existing or future business relationship with Redecard. Only promotional/institutional gifts (i.e., without commercial value) or assets with value of up to R$200.00 may be accepted. Above R$200.00, the gift must be returned with an expression of gratitude (by letter or orally).
• Should returning the gift be impossible, the employee must notify the fact to his or her superior and donate the gift to the Redecard Institute.

Redecard does not authorize any advantages and/or privileges of any kind to be granted to employees due to their position, nor any contributions or presents to be given to representatives of the government, political parties or candidates, except under the conditions established by law and when authorized by the Ethics Committee.

Outside Employment/Activities

You must obtain prior approval from Redecard’s executive officer or CEO before accepting a position as officer, director, manager, consultant, partner or taking on a second job in any external for-profit organization. This should not conflict or appear to conflict with Redecard’s interests, nor have a negative impact on the Company’s business, or interfere with your ability to perform your duties at Redecard.

Publications and Public Events

Publishing texts, giving lectures, educational activities, interviews or participating in public events require prior approval from the officer responsible for your area or the Redecard’s CEO if these activities are in any way connected to the Redecard name. In this case, Employees must preserve Redecard’s reputation.

Political Activities

Any participation in political or partisan activities is carried out on a personal basis and does not represent the Company. Participation in activities of this nature requires prior notification to the officer responsible for your area or Redecard’s CEO.

1.2. Asset Protection

All assets owned by the Company must be used solely for Redecard’s activities and must never be used for personal purposes or gain. Each of us is liable for the safekeeping, safety and integrity of the Company’s assets under our responsibility. All rights to movable assets, real estate, intellectual property and information (including, but not limited to, customer lists, proprietary product designs, system codes, agreements, etc.) generated or obtained as a result of employment, even if the employment contract is terminated, are the sole property of Redecard.

Information Security

Information is one of our primary assets. Therefore, protecting the information of Redecard, our customers and business partners is our priority.

Compliance with the Information Security Policy is mandatory and records, data and information must be accurate and complete. In addition, we are all responsible for protecting each piece of information according to its confidentiality level and internal policies, and for not discussing internal problems with business partners and customers.

All access to Redecard’s technological platform is subject to monitoring and passwords are strictly personal and non-transferable. In order to maintain the privacy of its employees, Redecard transparently communicates its procedures for monitoring telephones, email and surveillance cameras.

1.3. Employees

Employment Practices

We believe that staff diversity is essential for Redecard’s success. Therefore, we seek to hire and retain the most talented professionals, promoting their professional development.

Each employee should advance in Redecard according to his or her performance, regardless of differential factors such as race, nationality, religion, handicap, gender, sexual orientation and union membership.

The Company is committed to equal opportunity and fair treatment for all, according to its ethical standards and labor laws. Redecard will not tolerate any kind of discrimination against any employee or job applicant for any of the reasons listed above.

Harassment and Moral Damages

Any type of moral or sexual harassment and sexual exploitation of children and teenagers is repulsive and incompatible with Redecard’s values. Any behavior that may be characterized as offensive or embarrassing and that somehow causes any kind of moral damage to Employees will not be tolerated.

Safety and Health

Redecard observes all rules related to health and safety at the workplace. Workplace safety and providing facilities adequate for preventing occupational accidents and illnesses are some of Redecard’s primary concerns.

Drinking and gambling at levels that may result in problems such as absence from work, unsatisfactory performance of duties or criticism from coworkers are not tolerated.

The use of illegal drugs is forbidden as it constitutes a crime, compromises the user’s functional performance and disturbs the work environment.

Each employee is responsible for adopting and complying with all health and safety norms.

Customers

Redecard is committed to strengthening its relationship with customers and strives to increase customer satisfaction by:

• establishing and maintaining a transparent and ethical relationship with customers;
• maintaining the privacy of our customers, keeping their information confidential and safe and not using private information for personal benefit;
• providing clear orientation and information, allowing customers to make the best business decision, respecting the right to choice;
• providing high-quality products and services to fully satisfy our customers;
• not engaging in business relationships that are not aligned with our principles and values.

Tie-in Sale

Providing a service to a customer whose acquisition is conditioned on the acquisition of another service is not allowed.

1.4. Shareholders and Investors

We are committed to generating the highest added value for our shareholders by:

• strengthening our name in the market by quickly adapting to new conditions and continually investing in the development of our brand;
• making and carrying out decisions prudently, bearing in mind that our shareholders’ assets are at stake;
• implementing strict risk management control and compliance to regulations applicable to our business processes;
• being accountable and maintaining a transparent relationship with shareholders, investors, market analysts, regulatory bodies and capital market entities where shares are traded – this means providing, at the right moment, clear, accurate, accessible, fair and complete information, equally and without special privileges;
• ensuring that transactions with related parties are performed ethically and transparently without privileging or benefiting the exclusive interests of any party, within the market parameters and reflected in the Company’s reports;
• disclosing information to the market as required by the Brazilian Securities and Exchange Commission (CVM).

Any communication with shareholders and investors must be made and/or monitored by the Investor Relations Department (ri@redecard.com.br).

All information related to Redecard’s projects, business, activities and results that has not been disclosed to the market and may interfere in the price of the Company’s shares on stock exchanges or influence market trading and/or investment decisions must be kept confidential.

1.5. Business Partners

We are committed to establishing a relationship based on trust, transparency and ethics by:

• working exclusively with partners that share our principles and values and accept our rule and procedures, particularly those in the Code of Ethics and Conduct (Code);
• maintaining the privacy of our partners, keeping their information confidential and safe and not using private information for personal benefit;
• not engaging in business relationships that are not aligned with our principles and values.

It is Redecard’s policy to decide on purchasing or contracting equipment, supplies and services from a business partner according to the quality, usefulness and price offered. In addition to the amount of the offer, purchasing decisions must be made based on an objective judgment of the business partner’s integrity and reliability - bearing in mind business conditions and long-, mid- and short-term goals -  according to current policies.

We do not tolerate our business partners’ use of any type of human exploitation or any conduct related to forced or compulsory labor, especially child labor, in any activity connected to our business.

Antitrust Rules

Redecard is subject to antitrust laws to maintain free competition between companies and protect customers, business partners, suppliers and the market from unfair business practices. Many situations create a potential for illegal conduct and they are not accepted. Some of these situations are:

• proposals from competitors to share price and other market information or to allocate markets and customers;
• attempts by customers or potential customers to prevent Redecard from providing services to or executing agreements with other customers;
• discussions in associations about sensitive competition issues such as prices, price policies, costs, and market strategy and vision.

The consequences of breaking antitrust laws may be extremely severe both to the Company and its employees. If you have any questions regarding a particular situation, please contact our Legal or Compliance department for guidance.

1.6. Governmental and Regulatory Bodies

All of Redecard’s employees must act with honesty, transparency and integrity when they contact public sector bodies and/or entities in relation to the Company’s activities.

Our employees must not grant any type of privilege/advantage to public agents on account of their position that may compromise or appear to compromise our Company.

1.7. Media

Only the Institutional Marketing Department is authorized to disclose information about Redecard and authorize spokespeople to give interviews on the Company’s behalf.

All employees and business partners are responsible for preserving Redecard’s institutional image, business reputation, brands and products, and any contact between them and the media must be intermediated by Media Relations and have the prior approval of the officer responsible for the area.

• Never disclose information and/or give interviews without authorization.
• Let your business partners know that they are not authorized to disclose any information on projects without Redecard’s authorization.
• Do not speak about the Company’s projects in public places such as elevators, restaurants, hotel lobbies, airports, airplanes, buses, on the street, etc.
• In case you identify any inappropriate discussion of information or news that may affect Redecard’s image, notify Media Relations immediately.

1.8. Community and the Environment

We are committed to encouraging and supporting our employees to volunteer at the Redecard Institute, whose primary goal is to develop actions and projects related to education and entrepreneurship.

In addition to the Redecard Institute’s programs, we are constantly striving to:

• promote and value citizenship;
• eliminate hunger and poverty;
• reduce social inequality;
• preserve the environment with the rational use of natural resources.

When joining Redecard, all employees must act in accordance with the highest ethical standards and observe all rules, regulations, internal policies and this Code, requiring their coworkers and partners follow them as well.

2. Ethics and Conduct Management

2.1. Ethics Committee

The Ethics Committee is composed of Redecard’s CEO, CFO and the directors of the Risk Control, Human Resources, Legal and Internal Audit departments.

Decisions on accusations brought to the Committee’s attention are made jointly.

2.2. How to proceed in case of questions or breach of the Code of Ethics and Conduct

Redecard has channels to receive accusations of suspected breaches of law, regulations or ethical standards at Redecard.

Channels available for communication:
Phone: +55 (11) 2121-1500.
Email: canaldedenuncias@redecard.com.br or comitedeauditoria@redecard.com.br
Mailing address: Canal de Denúncias Redecard – Caixa Postal 667, CEP 01032-970 – São Paulo / SP.
Personal visits: To be personally attended, make an appointment by email or telephone.
Intranet: http://novaintranet.redecard/Intranet/CanalDenuncias/Paginas/canal_de_denuncias.aspx

To ensure confidential, independent, unbiased and objective analysis of accusations, all messages will be forwarded to the Audit Committee, composed of representatives of our principal shareholder and presided over by an independent member, without any kind of subordination to Redecard’s management.

Regardless of the channels above, the employee must always consider the possibility of discussing the issue with his or her manager. To guarantee legitimacy of the process, Redecard forbids any retaliatory action against any employee showing concern for matters related to these issues or for reporting a suspected breach.

2.3. Reporting Suspicious Activities

There are laws that set forth procedures for recording and notifying government bodies about suspicions that customers are involved with illicit activities such as pornography, pedophilia, money laundering and electronic crimes. In addition, Redecard has norms and procedures to manage potential frauds and losses.

Employees should know which procedures and norms concern their departments’ activities and apply them when necessary. Any questions related to legal requirements must be addressed to the Legal or Compliance departments.

2.4. Sanctions and Penalties

Breaches of the Code of Ethics and Conduct are subject to proper disciplinary actions, regardless of hierarchical level, and to the penalties established in the Consolidated Labor Laws.

To access the entire Redecard’s Code of Ethics and Conduct, click here.

(*) Information available in Portuguese only

Last Update: March 19, 2010