Material Fact - Imóveis no Morumbi

Rio de Janeiro, October 27, 2011 - Brasil Brokers (BM&FBovespa: BBRK3), a real estate brokerage and consulting company, informs its shareholders and the market in general that, in line with its strategy of geographic expansion through the acquisition of interest in real estate brokerage companies, it acquired a seventy percent (70%) interest in the capital of the company that will perform the real estate brokerage operations of Imóveis no Morumbi, a company that develops real estate brokerage and consulting activities in the city of Săo Paulo.

Imóveis no Morumbi has four stores in Morumbi, in the western region of Săo Paulo and operates exclusively in the secondary market.

The estimated amount for the 70% interest acquired is R$13.7 million, with a R$10 million down payment and the remaining balance paid in three annual variable installments, calculated based on an earn-out structure, according to the future results achieved.

Pursuant to Article 256, item II, letter “b” of 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 will be entitled to withdraw from the Company. For the reimbursement of shares held by Brasil Brokers’ shareholders, the price will be R$3.43 per Company share, according to the June 30, 2011 balance sheet.

Regarding the exercise of withdrawal rights, shareholders registered as such on the publication date of this material fact, October 28, 2011, will be entitled to reimbursement. Shareholders who acquire Company shares after October 28, 2011 will not be entitled to withdraw due to the approval of the 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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