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BRASIL BROKERS PARTICIPAÇÕES S.A.
Corporate Taxpayer’s ID (CNPJ/MF): 08.613.550/0001-98
Company Registry (NIRE): 33.3.0028096-1

MATERIAL FACT

Brasil Brokers Participações S.A. ("Brasil Brokers" or "Company"), a publicly held company with common shares traded on the Novo Mercado Special Corporate Governance segment of the São Paulo Stock Exchange (Bovespa) under the ticker BBRK3, pursuant to CVM Instruction 358/2002 and the Material Facts disclosed on August 5 and August 27, 2008, informs its shareholders and the general market the following:

1. On August 5, 2008, the Company and Abyara Planejamento Imobiliário S.A., a publicly held company with common shares traded on the Novo Mercado Special Corporate Governance segment of the São Paulo Stock Exchange (Bovespa) under the ticker ABYA3, and Abyara - Assessoria, Consultoria e Intermediação Imobiliária Ltda. (jointly “Abyara”), entered into an Investment Agreement through which Brasil Brokers acquired, through the subscription and purchase of shares, the controlling interest in Abyara Brokers Intermediação Imobiliária S.A. (“Abyara Brokers”), a company incorporated to provide brokerage, consulting and/or advisory services for the acquisition of real estate that until said date were performed by Abyara.

2. Brasil Brokers and Abyara, as provided for in said Investment Agreement, opted to carry out the split-off of Abyara Brokers, with the transfer of 100% of the respective brokerage-related assets to a special purpose company held by Abyara, and furthermore, in mutual agreement and with the approval of the creditor, transferred debt in the original amount of R$26,000,000.00 (twenty-six million Brazilian real) (“Debt”) together with the assets, which resulted in changes in the equity interests held by each shareholder in the capital of Abyara Brokers, as shown below:

Shareholder

ON

PN

Total

%

Abyara Planejamento Imobiliário S.A.

158,112

2

158,114

15.81

Abyara - Assessoria, Consultoria e Intermediação Imobiliária Ltda.

331,890

-

331,890

33.19

Brasil Brokers Participações S.A.

509,995

8

510,003

51.00

Members of the Board of Directors

3

0

3

0.00

Total

1,000,000

10

1,000,010

100

3. Abyara and Brasil Brokers resolved to postpone the obligation to pay in the capital of Brasil Brokers at Abyara Brokers in the amount of R$26,000,000.00 (twenty-six million Brazilian real), in accordance with the resolution taken by the shareholders’ meeting held on August 26, 2008. The obligation to pay in said capital shall only occur when the following conditions are cumulatively observed: (i) the 8th (eighth) anniversary of the signing of the Investment Agreement; and (ii) Brasil Brokers holds 100% (one hundred percent) of the capital of Abyara Brokers, following the exercise of the purchase option by Brasil Brokers or the sale option by Abyara in accordance with the purchase and sale option agreements entered into between Abyara and Brasil Brokers.

4. The Company will maintain its shareholders and the market informed of any subsequent events and additional information related to this operation through the Bovespa, the Securities and Exchange Commission of Brazil (CVM) and its website (www.brbrokers.com.br).

Rio de Janeiro, February 18, 2009

BRASIL BROKERS PARTICIPAÇÕES S.A.

Álvaro Soares
Chief Financial and Investor Relations Officer

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