News

MATERIAL FACT

Brasil Brokers Participações S.A. ("BR Brokers" or "Company"), a joint-stock publicly-held company with common shares traded at BOVESPA’s Novo Mercado under the ticker BBRK3, in compliance with the provisions of CVM Instruction no. 358, as of January 3, 2002, as amended, and pursuant to the Material Fact disclosed on June 5, informs its shareholders and the market in general the following:

1. On August 5, 2008, the Company, according to its geographic expansion strategy by means of the acquisition of interests in real estate intermediation companies, entered into an Investment Agreement with Abyara Planejamento Imobiliário S.A. and Abyara – Assessoria, Consultoria e Intermediação Imobiliária Ltda. (jointly, "Abyara"), by which the Company will acquire, by means of the subscription of shares and purchase of shares, the equity control of Abyara Intermediação Imobiliária Corporation S.A. ”), legal(“ entity incorporated to gather the activities of real estate intermediation (brokerage), consulting and/or advisement in the purchase and sale of real estate, with operation in the market of the metropolitan region of São Paulo and in the coast of the State of São Paulo, currently developed by Abyara’s subsidiaries .

2. The execution of the investment by BR Brokers, by means of the subscription and purchase of shares, will take place in up to five (5) days after the examination of certain conditions contractually agreed between the parties.

3. Upon the formalization of the investment by BR Brokers, the Corporation will adopt the corporate name Abyara Brokers Intermediação Imobiliária S.A. ("Abyara Brokers").

4. The amount to be paid by BR Brokers to acquire the equity control (51%) of

Abyara Brokers is two hundred and fifty million reais (R$250,000,000.00), with one hundred and seventy six million reais (R$176,000,000.00) related to the acquisition of new shares to be issued by Abyara Brokers (the “ Capital Subscription”) and seventy four million reais (R$74,000,000.00) related to the acquisition of Abyara Brokers shares held by Abyara (“ Secondary Acquisition”).

5. The shares to be issued by Abyara Brokers due to the Capital Subscription will be paid up in two (2) different dates, namely:

a. on the closure date, upon the investment of one hundred and fifty million reais (R$150,000,000.00);

b. in up to one hundred and twenty (120) days counted from the closure date, upon the investment of twenty six million reais (R$26,000,000.00) .

6. The payment for the Abyara Brokers shares sold by Abyara within the scope of the

Secondary Acquisition will be made in two (2) different dates, namely:

a. in up to one hundred and twenty (120) days counted from the closure date, upon the payment of twenty four million reais (R$24,000,000.00) by BR Brokers;

b. in up to one hundred and eighty (180) days from the closure date, upon the payment of fifty million reais (R$50,000,000.00) by BR Brokers.

7. Within three (3) years, BR Brokers may choose to increase its interest and/or

Abyara may choose the to reduce its interest in the capital stock of Abyara Brokers in the event they decide to exercise the respective purchase and sale options granted one another, respectively.

8. The managers of Abyara will call, pursuant to the law and to the Bylaws, an

Extraordinary General Meeting to examine and vote the operation described above.

9. The managers of BR Brokers will call an Extraordinary General Meeting to ratify the operation described above. The shareholders who dissent from the acquisition of Abyara Brokers will have the right to withdraw from the Company. For the purpose of reimbursing the shares, the price per share will be based on the balance sheet with limited review as of June 30, 2008. The right to withdraw will be valid only to those who were Company’s shareholders on August 5, 2008, publication date of this material fact. Such shareholders may claim the refund of their shares to the Company within 30 days after the publication of the minutes of the Extraordinary General Meeting approving the acquisition, by addressing a correspondence to the Company for that purpose.

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