News

MATERIAL FACT

Brasil Brokers Participações S.A. (“Brasil Brokers” or “Companhia”), a publicly-held company whose common shares are listed on the Novo Mercado trading segment of the São Paulo Stock Exchange (Bovespa) under the ticker BBRK3, pursuant to CVM Instruction 358/2002, hereby informs its shareholders and the market in general that, in accordance with its geographical expansion strategy via the acquisition of interests in real-estate brokerage companies, has entered into a Share Purchase Agreement to acquire 70% of Triumphe Consultoria Imobiliária S.A. (“Triumphe Imobiliária”), which operates in the Bahia property market.

Triumphe Imobiliária

The estimated acquisition value of the Bahia operations is R$12.6 million (base scenario), equivalent to 6.0 times booked net income in the next 12 months. Payment will be in three installments, the first of which comprising a down payment of R$6.3 million (R$4.20 million in cash and R$2.1 million in Company shares). The second and third installments will be paid in up to three months following the first and second periods, respectively, in such a way that the final price will be 50% in cash and 50% in Company shares.

At the end of the third period, the Company will have a three-month purchase option on the remaining 30% of Triumphe Imobiliária, the price being a Brasil Brokers multiple determined by taking its average share price for the 60 trading sessions prior to the termination of the third period, with a discount of 50% and multiplying by Triumphe Imobiliária’s audited net income in the third period. Similarly, the sellers will have a sell option on their remaining 30% of Triumphe Imobiliária, but with a 60% discount on the Brasil Brokers multiple.

The shares transferred as a result of the acquisition will be subject to a lock-up, in line with the Company’s shareholders’ agreement.

Company management will call an Extraordinary General Meeting to ratify the acquisition. Dissenting shareholders will have the right to withdraw from the Company, the withdrawal price for their shares being determined by the book value in the revised financial statements of June 30, 2008. Withdrawal rights will only be extended to those shareholders registered as such on August 7, 2008, the publication date of this material fact. Withdrawing shareholders should claim reimbursement for their shares in writing from the Company within 30 (thirty) days of the publication of the minutes of the EGM ratifying the acquisition.

The Company will keep its shareholders and the market fully informed of any subsequent events and further details related to this transaction through the Bovespa, the CVM and its website (www.brbrokers.com.br).

Rio de Janeiro, August 7, 2008.

BRASIL BROKERS PARTICIPAÇÕES S.A.
Álvaro Soares
CFO and Investor Relations Officer