MATERIAL FACT

REDECARD S.A. hereby informs its stockholders and the market, pursuant to the Article 157, paragraph 4º of Law 6.404/76 and Brazilian Securities and Exchange Commission nº358/02, that it has received, on the present date, the following communication from Itaú Unibanco Holding S.A., its indirect majority shareholder:

"Dear Sirs,

Itaú Unibanco Holding S.A. ("Itaú Unibanco") hereby informs the Board of Directors of Redecard S.A. ("Redecard"or the "Company") of its intention, directly or through its affiliates, to acquire outstanding shares of Redecard through a public tender offer for the purpose of cancelation of Redecard's authorization as a publicly held company before the Brazilian Securities and Exchange Commission ("CVM") and withdrawal from the Novo Mercado corporate governance listing segment maintained by BM&FBovespa - Bolsa de Valores, Mercadorias e Futuros, the São Paulo Stock Exchange ("Novo Mercado Segment"), pursuant to Paragraph 4º, Article 4º of Law nº 6.404/76, CVM Instruction nº 361/02 and Sections X and XI of the Novo Mercado Listing Rules (the "Tender Offer for Voluntary Delisting")

We hereby inform that the Tender Offer for Voluntary Delisting will target the acquisition of 336.390.251 ordinary shares issued by Redecard ("RDCD Shares"), corresponding to 49,9859% of Redecard's share capital. The maximum purchase price shall be of R$35,00 (thirty-five reais) per share, which shall be fully paid in cash (Brazilian Reais, BRL)

We hereby request that an Extraordinary Shareholders' Meeting be convened by the Board of Directors, whereby the holders of outstanding shares, as defined by the Novo Mercado Listing Rules, shall deliberate over (i) the choice of the specialized service provider retained to produce the appraisal report on the RDCD Shares, within the list of three pre-selected companies to be presented by the Board of Directors and (ii) the withdrawal of Redecard from the Novo Mercado Segment.

The Tender Offer for Voluntary Delisting is subject regulatory approval and other terms and conditions of the offer shall be disclosed to the market, in accordance with the applicable rules".

A meeting of the Board of Directors of the Company will be convened to take action upon the foregoing.

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