MATERIAL FACT

JHSF PARTICIPAÇÕES S.A.

Publicy Traded Company

JHSF Participações S.A. ("JHSF" or Company), in accordance to article 157 of Law 6404 of December 15, 1976 ("Law 6404/76") and CVM Instruction 358 of January 03rd, 2002 ("CVM Instruction 358/02"), informs that it was filled on January 16th 2013 in the Comissão de Valores Mobiliários ("CVM"), a request of registration of a public offer and constitution of JHSF Rio Bravo Fazenda Boa Vista Capital Protegido Fundo de Investimento Imobiliário -FII ("Fund"), whose objective is to invest in residential real estate assets (villas and plots of land) of Fazenda Boa Vista, a real estate development owned by JHSF's subsidiaries.

The offer amounts to R$400,000,000.00 (four hundred million reais), and can be expanded by over-allotment option and supplemental lots, pursuant to CVM Instruction 400 of December 29th, 2003. JHSF, directly or through its subsidiaries, will ensure a minimum profitability to the special purpose company controlled by the Fund, as specified in the offering prospectus.

The conclusion of this transaction is subject to certain business conditions, as well the registration and operation of the Fund, pursuant to the rules and other documents filed on January, 16th 2013 to the Comissão de Valores Mobiliários.

For more information about the Fund, and other details of the offer, please refer to the prospectus, and the other offer documents that will be available on the CVM website.

São Paulo, January, 16th 2013.

Eduardo S. Camara

Vice President and Investor Relations Officer

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