BROOKFIELD INCORPORAÇÕES S.A.

Corporate Taxpayer ID (CNPJ/MF) 07.700.557/0001-84
Company Registry (NIRE) 33.3.002.7715-3
Publicly-Held Company

MATERIAL FACT BROOKFIELD INCORPORAÇÕES S.A. ("Brookfield" or the "Company"), in view of the intended public offer for the acquisition of the outstanding shares issued by the Company for the cancelation of its registration in category A and conversion into category B, as well as its withdrawal from the Novo Mercado Special Corporate Governance listing segment of the BM&FBovespa S.A. - Stock, Commodities and Futures Exchange ("Novo Mercado"), as disclosed in the Material Fact of February 14, 2014 ("Public Offer"), hereby informs its shareholders and the market in general the receipt, after the closure of the market, of the Economic Valuation Report on the Company's shares, prepared by Banco Santander (Brasil) S.A. (the "Valuation Report"), as deliberated at the Extraordinary Shareholders' Meeting of the Company held on April14, 2014.

According to the Valuation Report, the economic fair value of Brookfield's
shares was assessed in the range between R$ 1.29 and R$ 1.42.
In this sense, the Company informs the receipt, on this date, of a correspondence from its controlling shareholder, Brookfield Brasil Participações S.A., informing that, considering that the economic fair value of Brookfield's shares divulged in the Valuation Report is lower than the maximum price of R$
1.60, as disclosed in the Material Fact of February 14, 2014, it will proceed with the Public Offer regularly, according to its terms and conditions.
The Valuation Report will be disclosed simultaneously with this Material Fact through the submission via the IPE System to CVM ("Comissão de Valores Mobiliários", the Brazilian Securities Exchange Commission) and to BM&FBOVESPA S.A. - Stock, Commodities and Futures Exchange and is also available at the Company's website (http://ri.br.brookfield.com), pursuant to article 8, paragraph 5 of CVM Instruction 361/02.
Rio de Janeiro, June 25, 2014.

Sergio Leal Campos

CFO and Investor Relations Officer

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