MATERIAL FACT

Rio de Janeiro, January 7, 2013 - Brookfield Incorporações S.A. ("BISA" or "Company"), pursuant to paragraph 4 of article 157 of Law 6404 of December 15, 1976 and CVM Instruction 358, of January 3, 2002, as amended, hereby informs its shareholders, the market in general and any other interested parties that, on January 7, 2013, it filed a request with the Brazilian Association of Financial and Capital Market Entities ("ANBIMA"), in accordance with Instruction 471 issued by the Brazilian Securities and Exchange Commission ("CVM") on August 8, 2008 ("CVM Instruction 471"), the ANBIMA Code of Regulations and Best Practices for Affiliates' Activities and the CVM/ANBIMA Simplified Procedures for the Registration of Public Offerings, regulated by CVM Instruction 471, for the preliminary analysis of the registration of the Company's 5th issue for public distribution of up to 30,000 simple, unsecured debentures non-convertible into shares in up to two series, with a nominal unit value of R$10,000.00, totaling up to R$300,000,000.00, an amount which may be increased through the issue of additional and supplementary debentures. The 5th issue is subject to approval by the Company's Board of Directors.

The net proceeds from the issue will be used to amortize the Company's debt. Any proceeds exceeding the amount needed to amortize selected debt will be used to strengthen the Company's working capital and cash position.

Among other factors, the issue will depend upon market conditions. A Notice to the Market will be published opportunely, pursuant to article 53 of CVM Instruction 400, containing information on: (i) the other characteristics of the Offering; (ii) the locations from where the Offering Prospectus can be obtained; (iii) the estimated Offering disclosure dates and publications; and (iv) the conditions, procedures and dates for determining investor intentions. Among other conditions, the Offering will only take place after registration with the CVM.

The aim of this Material Fact is merely to inform shareholders and the market of the facts and events described herein, pursuant to article 7, paragraph 1 of CVM Instructions 471 and CVM Instruction 358, and does not therefore constitute the sale of securities, nor a promise or offer to sell securities, nor acceptance of a request to sell securities..

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