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Lopes Goes Ahead With Expansion Plan By Acquiring 60% of One of the Leading Real Estate Brokers in Pernambuco* [email protected] www.lopes.com.br/ir * in sales volume

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Page 1: Apresenta%E7%E3o   S  Miranda V6 Ingl%E As

Lopes Goes Ahead With Expansion Plan By Acquiring 60% of One of the Leading Real Estate Brokers in

Pernambuco*

[email protected]/ir

*in sales volume

Page 2: Apresenta%E7%E3o   S  Miranda V6 Ingl%E As

Forward Looking Statements

This presentation does not constitute an offer, or invitation, or solicitation of an offer to subscribe for or purchase any securities neither does this presentation nor anything contained herein form the basis to any contract or commitment whatsoever.

The material that follows contains general business information about Lopes – LPS Brasil Consultoria de Imóveis S.A and its subsidiaries (“Lopes”) related to the acquisition of Sergio Miranda Negócios Imobiliários Ltda. (“Sérgio Miranda Imobiliária”).

It is not intended to be relied upon as advice to potential investors. The information does not purport to be complete and is in summary form. No reliance should be placed on the accuracy, fairness, or completeness of the information presented herein and no representation or warranty, express or implied, is made concerning the accuracy, fairness, or completeness of the information presented herein.

This presentation contains statements that are forward-looking and are only predictions, including future outlooks for Actual, not guarantees of future performance. Investors are warned that these forward-looking statements are and will be subject to many risks, uncertainties, and factors related to the operations and business environments of Lopes such as competitive pressures, the performance of the Brazilian economy and the industry, changes on market conditions, among other factors disclosed in Lopes filed disclosure documents. Such risks may cause the actual results of the companies to be materially different from any future results expressed or implied in such forward-looking statements.

Lopes believes that based on information currently available to Lopes management, the expectations and assumptions reflected in the forward-looking statements are reasonable. Lastly, Lopes expressly refuses any duty to update any of the forward-looking statements contained herein.

Page 3: Apresenta%E7%E3o   S  Miranda V6 Ingl%E As

Index

I. Expansion Opportunity

II. Sérgio Miranda Imobiliária: One of the Leading Companies in

the Pernambuco Real Estate Market

III.Markets – Pernambuco and Recife

IV.Acquisition Structure

V. Closing Remarks

Page 4: Apresenta%E7%E3o   S  Miranda V6 Ingl%E As

Expansion Opportunity

Page 5: Apresenta%E7%E3o   S  Miranda V6 Ingl%E As

Opportunity for Expansion

LOPES acquires 60% of Sérgio Miranda Imobiliária, one of the leading companies in the Pernambuco real state brokerage market, in sales volume.

Attractive acquisition model in relation to LOPES P/E ratio, estimated between 9.4 and 9.5 times the 2008’s earnings.

Approximately 60% of the price tied to performance through an “earn out” process in the first 3 years.

Possibility of acquisition of the remaining 40% through call/put options.

This opportunity enables LOPES to begin it’s operations in a consolidated manner in the state of Pernambuco, which posted the strongest industrial growth in Brazil from October 2005 to October 2006.

LOPES is progressing towards the consolidation of its operations in the Northeast Region of Brazil, having started its operations in the state of Bahia last July.

LOPES consolidates its positioning as the largest player in the Brazilian real estate brokerage industry, advancing on it’s geographic expansion strategy, initiated in July of 2006 and now operating in 7 Brazilian states: São Paulo, Rio de Janeiro, Rio Grande do Sul, Paraná, Bahia, Espírito Santo and Pernambuco.

Page 6: Apresenta%E7%E3o   S  Miranda V6 Ingl%E As

Sérgio Miranda Imobiliária: One of the Leading Companies in Real Estate Brokerage in

Pernambuco*

*in sales volume

Page 7: Apresenta%E7%E3o   S  Miranda V6 Ingl%E As

Sérgio Miranda Imobiliária

Operating in the real estate market of Pernambuco for 10 years, with wide experience in real estate consultancy and brokerage market.

Sales force with over 80 independent brokers.

Management members widely recognized and inserted in both the local and state market, with over 20 years of experience.

Launchings pipeline estimated at R$720 million for the next 12 months and sales estimated for 2008 in R$120 million.

Growth in launchings volume history and maintenance of upward trend for the next few years.

1 Managerial figures2 Intermediate GSV estimated by Sergio Miranda Imobiliária for 2007 and 2008. Launches Volume

38%

R$2001

R$2751

2005

R$4002

R$5502

36%

46%

2008E2006

R$(MM)

2007E

Page 8: Apresenta%E7%E3o   S  Miranda V6 Ingl%E As

Developer-clients with national reach and well recognized in the local and national markets.

Sérgio Miranda Imobiliária

Page 9: Apresenta%E7%E3o   S  Miranda V6 Ingl%E As

Markets – Pernambuco and Recife

Page 10: Apresenta%E7%E3o   S  Miranda V6 Ingl%E As

Pernambuco’s and Recife’s Real Estate Market

Recife disputes with Salvador and Fortaleza the influence strategic space of the Northeast Region and is one of the three largest urban agglomeration in this region1.

Current real estate market scenario of Recife City is marked by the arrival of large companies, increased volume of financing and promising economic phase in which the state of Pernambuco is going through1.

In 2007, 652 units were launched and 1,022 units sold1.

The State of Pernambuco has the 2nd largest industrial production in the Northeast Region, behind the State of Bahia. From October 2005 to October 2006, the industrial growth posted by the State was the 2nd in the country (6.3%), more than twice the national average (2.3%)2.

1 Source: Technical Research Unit of FIEPE, supported by SINDUSCON/PE, SECOVI/PE and ADEMI/PE 2 Source: Folha de Pernambuco / IBGE

Page 11: Apresenta%E7%E3o   S  Miranda V6 Ingl%E As

Acquisition Structure

Page 12: Apresenta%E7%E3o   S  Miranda V6 Ingl%E As

Multiples

SÉRGIO MIRANDA IMOBILIÁRIA ValuationSÉRGIO MIRANDA IMOBILIÁRIA Valuation

Earn out mechanism aligned to the company interests that places the acquisition into an accretive valuation range.

9.5x P/E 2008

9.4x P/E 2008

Acquisition P/E

Transaction ValuesTransaction Values

Initial fixed amount of R$3.0 million to be paid R$0.546 million at sight and 9 monthly installments of R$0.273 million.

Remaining amount to be paid in variable installment after 36 months from the transaction closing date, tied to the net income accumulated in the 36 months after the transaction, with a cap of R$11.15 million.

Estimated value for the transaction on the base case scenario at R$9.1 million1

“Call” and “put” caps of R$9.0 million and R$3.2 million, respectively1Considerating the 60% owned, based upon cash flow projections with no guarantee of future performance

Page 13: Apresenta%E7%E3o   S  Miranda V6 Ingl%E As

Closing Remarks

Page 14: Apresenta%E7%E3o   S  Miranda V6 Ingl%E As

Closing Remarks

Local expertise

Pernambuco market

Management and sales force with high relevance in the State

Relationship with the main local players

Consolidated relationship with nationwide real estate developers

Proven product development capacity

Corporate Governance

IT Structure

Nationally relevant player with state-of-the-art practices.

Geographic expansion and consolidation history.

+ =

Leading company to serve nationwide real estate developers in South Southeast and Northeast regions of Brazil

High growth potential due to market fragmentation.

Operation leads to the full consolidation of the Northeast Region.

Page 15: Apresenta%E7%E3o   S  Miranda V6 Ingl%E As

Lopes’s Map – Geographic Expansion

BA

RS

PR

SP RJ

ES

PE

Lopes consolidates it’s

national positioning as the

largest player in the

Brazilian real state

brokerage industry and now

is operating in 7 Brazilian

states with 274 sales points

and 2,240 brokers.