BROOKFIELD INCORPORAÇÕES S.A. Corporate Taxpayer's 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. ("Company"), within the scope of the public tender offer for the acquisition of outstanding Company shares ("TO") with the purpose of conversion the Company`s registration as an issuer of category "A" to category "B" securities, with its consequent delisting from the Novo Mercado trading segment, realized by its controlling shareholder Brookfield Brasil Participações S.A. ("Offeror"), pursuant to the TO Notice of October 7, 2014, hereby informs its shareholders and the market in general that it has received information from the Offeror stating that: (a) the Offeror has renounced the application of the condition in the TO Notice described in item

3.7 (ii) thereof, namely the non-occurrence of "a decline of 10% or more in the BM&FBOVESPA Index (known as the IBOVESPA) over the IBOVESPA price on October 6, 2014", given that in the sessions of October 23, 27 and 29, 2014,
said index recorded respective negative variations of 11.4%, 11.8% and 10.6% over the price on October 6, 2014; and (b) the original terms of the TO described in the Notice are maintained with no alterations.
Pursuant to article 5, paragraph 3 of CVM Instruction 361/02, the renunciation of any TO condition will require a minimum period of ten (10) days for the auction to happen.
Pursuant to the guidelines of the Brazilian Securities and Exchange
Commission ("CVM") and the terms of the applicable regulation, as well as item
3.7.2 of the TO Notice, the Company and the Offeror, through this Material Fact, hereby amend the TO Notice to establish that: (a) the new auction date will be November 14, 2014 at 4:00 p.m. (São Paulo time); and (b) there will be no other changes to the TO Notice.
Rio de Janeiro, November 4, 2014.

Sergio Leal Campos

Chief Financial and Investor Relations Officer

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