Material Fact - Galvão Vendas de Imóveis Acquisition

Rio de Janeiro, December 9, 2010 - Brasil Brokers (BM&FBovespa: BBRK3), a joint-stock, publicly-held company with common shares traded on the Novo Mercado listing segment of the São Paulo Stock Market (BOVESPA) under ticker symbol BBRK3, in compliance with CVM Rule 358/2002, informs its shareholders and the market that, according to its geographic expansion strategy of acquiring interest in real estate brokerage companies, it entered into an agreement to acquire the control of Galvão Vendas de Imóveis (“Galvão”) operations, a company headquartered in the city of Curitiba, state of Paraná.

The Company will hold 51% of the quotas representing the capital stock of Galvão, which will develop real estate brokerage and consulting activities in the city of Curitiba, state of Paraná.

The acquisition amount is estimated at R$18.5 million, with a R$6.5 down payment and the remaining balance will be paid in three annual variable instalments, calculated based on a earn-out structure, according to the future results achieved.

Pursuant to Article 256, item I of the Brazilian Corporate Law (Law 6404/1976), the Company will call an Extraordinary Shareholders’ Meeting to resolve on the matter. Shareholders who dissent from the acquisition of Galvão will be entitled to withdraw from the Company. For the reimbursement of shares held by Brasil Brokers’ shareholders, the price will be R$2.79 per Company share, according to the September 30, 2010 balance sheet.

Regarding the exercise of the right to withdrawal, shareholders registered as such on the publication date of this material fact, December 9, 2010, will be entitled to reimbursement. Shareholders who acquire Company’s shares after December 9, 2010 will not be entitled to withdraw due to the approval of Galvão’s acquisition.

Dissenting shareholders will have thirty (30) days to report their decision to withdraw from the Company, as from the publication date of the minutes of the Extraordinary Shareholder’ Meeting resolving on this acquisition.

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