SÃO CARLOS EMPREENDIMENTOS E PARTICIPAÇÕES S.A.

Corporate Taxpayer's ID (CNPJ/MF): 29.780.061/0001-09
Publicly-held Company

MATERIAL FACT

SÃO CARLOS ANNOUNCES THE ACQUISITION OF TOWER A OF THE EZ TOWERS COMPLEX São Carlos Empreendimentos e Participações S.A. ("São Carlos") hereby inform its shareholders and the market in general that it has signed, on this date, with Garicema Empreendimentos e Participações Ltda. ("Garicema"), a subsidiary of EZ TEC Empreendimentos e Participações S.A. ("EZ TEC"), a Sale and Purchase Agreement (Agreement), through which São Carlos acquired Tower A of the EZ Towers complex ("Property") for R$564 million, with R$56.4 million to be paid within 60 days, R$82.6 million to be paid after the conclusion and delivery of the Property and R$425 million in financing to be assumed after the signature of the definitive agreement, after the delivery of the Property. On this date, Garicema and São Carlos entered into a financing agreement with Banco Bradesco S.A., in the amount of R$425 million with interest rate of 8.9% p.y. plus TR - Referential Rate and 18 years terms, with a grace period of 32 months for principal repayment.

The Property is a world-class triple A office building, with 47,000 m2 of leasable area (BOMA - Building Owners and Managers Association), divided into 26 floors with areas of between 1,630 and
1,870 sq.mts., a heliport and 8 parking floors (3 underground and 5 above ground) with 1,648 parking spaces. It is located on Avenida Chucri Zaidan, at the corner with Rua Enxovia, in São Paulo, and was designed in accordance with the LEED (Leadership in Energy and Environmental Design) criteria, gold standard.
The conclusion and delivery of Tower A is scheduled for last quarter of 2014. Given the Property's quality and location, the current market rent value is between R$110 and R$120/sq.mts. per month. The acquisition is subject to the fulfillment by EZ TEC and Garicema of certain conditions defined in the Agreement.
São Paulo, January 15, 2013

Fabio Itikawa

Chief Financial and Investor Relations
Officer

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