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Integration of Partícipes en Brasil

Integration of Partícipes en Brasil

OBRASCON HUARTE LAIN BRASIL S.A.
Authorized-Capital Publicly-Held Company
Corporate Taxpayer’s ID (CNPJ/MF): 02.919.555/0001-67
Company Registry (NIRE): 35.300.322.746

MATERIAL FACT

OBRASCON HUARTE LAIN BRASIL S.A. (“Company”), in compliance with Article 157, paragraph 4, of Law 6,404, of December 15, 1976, as amended (“Brazilian Corporation Law”), and CVM Instruction 358, of January 3, 2002, as amended, hereby announces that:

As informed by Obrascon Huarte Lain S.A. ("OHL S.A."), Abertis Infraestructuras S.A. ("Abertis") and the Company’s indirect parent company, OHL Concesiones S.A. ("OHL Concesiones"), signed on August 4th an agreement for the integration of Partícipes en Brasil, S.L. (“Partícipes en Brasil”), a company that owns 60% of the Company’s capital, into Abertis.

The deal involves the exchange of all the share capital of Partícipes en Brasil for (i) 10% of the share capital of Abertis, plus (ii) assumption of OHL Concesiones’ liabilities of €504.1 million related to Partícipes en Brasil and (iii) payment of €10.7 million.

As informed by Abertis, to enable the operation, Abertis has formalized an agreement with the Canadian fund Brookfield for the joint acquisition of Participes en Brasil, at the proportion of 51% and 49% for Abertis to Brookfield respectively.

As a result, OHL S.A., the direct parent company of OHL Concesiones, which today holds 5.0% of Abertis’ share capital, will have a holding of 15% in Abertis when the transaction is completed.

The closing of the transaction is subject to various regulatory authorizations and agreements with other parties related to the financing of the Company and it is expected to occur until the end of the year.

Abertis expressed understanding for the Company, that in accordance with applicable Brazilian law to that kind of operation, the current structure of the operation may have, after closing, the formulation of a public offer to acquire the shares of the Company. Abertis will promptly inform the market when the operation completes and the terms of the tender offer to acquire the shares of the Company.

São Paulo, August 6, 2012

Alessandro Scotoni Levy
Investor Relations Officer

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