Material Fact - Leader Participações S.A. Acquisition

Rio de Janeiro, May 28, 2012 - BTG Pactual Participations Ltd (BM&FBovespa: BBTG11) ("Company), pursuant to CVM Instruction No. 358/2002 and applicable laws, informs to its unit holders, to the market and to the general public that, throughout its indirect controlled companies BTG Investments LP ("BTGI") and BTG Equity Investments LLC, together with BTG Pactual Principal Investments Fundo de Investimento em Participações ("FIP") and their joint investment vehicle M.F.R.S.P.E. Empreendimentos e Participações S.A."Buyers"), as of the date hereof, entered into a Share Purchase and Subscription Agreement and other Arrangements for the acquisition of 40% of the total and voting capital stock of Leader Participações S.A. ("Leader"), a holding company in the fashion, home utilities, housewear, bed and bath retail segment ("Transaction"), and the referred acquisition shall be consummated by means of M.F.R.S.P.E. Empreendimentos e Participações S.A., of which BTGI shall hold, depending on the co-investors’ adherence, up to 51.12% of the total capital stock and 24.11% of the voting stock, and the FIP will hold at least 48.88% of the total capital stock and 75.89% of the voting stock.

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