NET SERVICOS DE COMUNICACAO SA 
By Rua Verbo Divino nº 1.356 - 1º andar, São Paulo - SP
MATERIAL FACT
NET Serviços de Comunicação S.A. ("NET" or "Company")
pursuant to paragraph 4 of article 157 of Law 6,404/76, and
Rule 358/02 of the Securities and Exchange Commission of
Brazil (Comissão de Valores Mobiliários - "CVM"), hereby
announces that Embratel Participações S.A. ("Embrapar")
announced in its Statement of Material Fact dated Septmber
14, 2012 that it had reached an agreement with Globo
Comunicação e Participações S.A. ("Globo") with respect to
the terms and conditions to restructure its equity interest,
held by Embrapar, by its subsidiary, Empresa Brasileira de
Telecomunicações S.A. ("Embratel") and by Globo, in the
capital of GB Empreendimentos e Participações S/A ("GB") and
NET
(the "Transaction").
The implementation of the Transaction shall initially take
place through GB's partial spin-off, with the subsequent
merger of the spun-off assets, composed exclusively of NET
shares, with an existing entity, EG Participações S.A., a
corporation headquartered in the City and State of Rio de
Janeiro at Rua Regente Feijó 66, 16th floor, CEP
20060-060, registered in the Corporate Taxpayer Registry of
the Ministry of Finance under CNPJ/MF No. 15.637.676/0001-68
("EG"), whose controlling shareholder is and shall continue
to be Embrapar, with Globo participating as a minority
shareholder as a result of the Transaction.
The parties to the Transaction have further agreed that the
NET shares directly held by Embrapar and Embratel shall be
contributed to GB, a company controlled by Embrapar and
holder of the Company's majority voting capital, as a capital
increase.
In the context of the Transaction, it was further agreed that
the terms and conditions of the existing GB's shareholders
agreement shall continue to govern the relationship between
Embrapar and Globo, which shall also apply to EG until the
time that a new shareholders agreement between EG and NET,
currently being reviewed by ANATEL for compliance with the
regulatory requirements of Law
12,485/11 and is duly approved.
NEWYORK:2622435.2
Finally, in compliance with the provisions set forth in
Article 12 of CVM's Normative Instruction No. 358/02, by
virtue of this Transaction, the Company hereby announces
that: (a) GB will hold 89,446,769 common shares and
223,080,448 preferred shares issued by NET corresponding to
78.15% of its voting
capital and 97.63% of its nonvoting capital; and (b) EG will
hold 14,080,704 common shares issued by NET corresponding to
12.30% of its voting capital.
São Paulo, September 17, 2012
NET SERVIÇOS DE COMUNICAÇÃO S.A.
José Antônio Guaraldi Félix
Managing Director and Investor Relations Director
NEWYORK:2622435.2
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