Material Fact
Acquistion of Bolsa y Renta S.A. Brokerage

Rio de Janeiro, June 14, 2012 - Banco BTG Pactual S.A. ("Bank") and BTG Pactual Participations Ltd. ("BTGP" and, jointly with the Bank, "Companies"), in compliance with CVM Rule 358 of January 3, 2002, as amended, hereby inform their shareholders and the market that, on this date, they signed the final documents for the acquisition of Bolsa y Renta S.A. ("Bolsa y Renta"), Colombia’s largest equity brokerage in volume of transactions, thus concluding the negotiations initiated in 2011.

The acquisition by the Bank, directly or indirectly, of the total capital stock of Bolsa y Renta for US$51.9 million is an important step taken in the Bank’s international expansion plans, as it combines Bolsa y Renta’s outstanding position in the growing Colombian market with BTG Pactual’s power and prestige in Brazil, Chile, Peru and Colombia. This transaction aims to broaden Bolsa y Renta’s service and product portfolio, generating benefits to its clients and employees.

Additionally, this transaction includes the subscription, by Bolsa y Renta’s current shareholders, of 0.25% of the total capital stock of the BTG Pactual group for the amount of US$32.5 million, equivalent to US$14.11 per unit of BTG Pactual. This price per unit was negotiated and established in U.S. dollars at the end of 2011, when the parties signed a preliminary agreement that was not binding with reference to the transaction. It is expected that said shareholders, together with Bolsa y Renta’s current executives, will continue to lead the operations in Colombia, and, therefore, a retention plan will be established to encourage said shareholders to remain at Bolsa y Renta for at least four years as from the conclusion of the acquisition.

The conclusion and closing of the transaction are subject to the conditions that are typical for this type of transaction, including the obtaining of all necessary regulatory approvals in Brazil and Colombia.

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