Minutes of the Extraordinary General Meeting

ROSSI RESIDENCIAL S/A
Corporate Taxpayer’s ID (CNPJ) no. 61 .065.751/0001-80
Corporate Registry ID (NIRE) no. 35.300.108.078
MINUTES OF THE EXTRAORDINARY GENERAL MEETING
Date, time and place: March 3, 2008, at 10:00 am, at the headquarters located at
Avenida Major Sylvio de Magalhães Padilha n º 5200 – Edifício Miami – Bloco C –
Conjunto 31, in the city and state of São Paulo. Attendance: Shareholders
representing 52.06% of the voting capital stock. Presiding Board: João Rossi
Cuppoloni - Chairman. Maria Regina Jimenez Eichenberger - Secretary. Call: Notices
published in the newspaper “Official Gazette of the State of São Paulo’, editions of
February 15 (page 41), 16 (page 14) and 19 (page 67), 2008 and in the newspaper
"O Estado de São Paulo", editions of February 15 (page B13), 16 (page B16) and
19 (page B16), 2008. Agenda: (i) the split of the total common shares representing the
Company’s capital stock at the ratio of 1:2, for each one (1) share starts being represented
by two (2) shares after the split; with the consequent amendment to articles 5 and 6 of the
Company’s Bylaws so that the Company’s shares start being traded within the parameters
recommended by the São Paulo Stock Exchange – BVSP (“BOVESPA”); (ii)
amendment and consolidation of the Bylaws as follows: (a) Chapter II - Capital
Stock: amendment to the wording of caput of articles 5 and 6 to update the subscribed
capital, reflect the split approved in item (i) of the agenda and change the limit amount
for the capital stock increase; (b) Chapter III - General Meeting: amendment to the
wording of (i) article 11, paragraph 1; and (ii) caput of article 13 section VIII, so as to
adjust the wording to the new name of BOVESPA; (c) Chapter IV - Management
Bodies: inclusion of the wording “Section ” to the title “Board of Directors” which
antecedes article 17; inclusion of the wording “Section II” to the title “Board of
Executive Officers” which antecedes article 22; inclusion of the wording “Section III”
to the title “Fiscal Council” which antecedes article 29; amendment to paragraphs 1
and 2 of article 17, exclusion of paragraph 4 of this article and consequent
renumbering of the current paragraph 5 to paragraph 4 and of the subsequent
paragraph; amendment to the wording of caput of article 22; amendment to the
wording of caput article 29; (d) Chapter VI - Disposal of Equity Control, Deregistration
as a Publicly-Held Company: reformulation of the mandatory statutory clauses by the
Novo Mercado Regulation related to the disposal of the equity control, deregistration
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as a publicly-held company and delisting from the Novo Mercado for updating to
the alteration introduced in the Regulation and inclusion of rules about the
diffuse control, as well as the inclusion of a new mechanism for protection of
the share dilution, which change from Chapter VII to Section IV of Chapter VI, with
amendment and renumbering of articles 36 to 47; (e) Chapter VIII - Arbitration Court:
renumbering of chapter VIII to VII, amendment to the wording of the caput of the new
article 48, inclusion of paragraph 1, amendment to the wording of sole paragraph
and its renumbering to paragraph 2; (f) Chapter IX - Liquidation of the Company:
renumbering of chapter IX to VIII and renumbering of former article 45 which starts
being the new article 49; and (g) Chapter X – Final and Transitory Provisions:
renumbering of chapter X to IX, exclusion of former articles 48, 49 and 50,
renumbering of former articles 46 and 47 to articles 50 and 51, inclusion of article 52;
and (iii) Examination, discussion and approval of the stock option plan. Instatement of
the Meeting: By virtue of not meeting the instatement quorum provided for in article
135, of Law no. 6,404/76, for the matters provided for in items (i) and (ii) of the agenda
in the call notice of this meeting, the meeting was instated only for the appreciation and
resolution of item (iii) of the agenda. In accordance with the legal guidelines, a second call
will be carried out for resolution about items (i) and (ii) of the agenda. Resolutions:
The “Stock Option Plan” was approved by majority vote, as per proposal of the
Company’s Management, which was signed by the Chairman and the Secretary of the
Presiding Board, and will be filed at the Company’s headquarters. Closure: Nothing
else to be discussed, the Chairman adjourned the meeting for the time necessary to
draw up these minutes and, after reopening the meeting, the minutes were read and
approved, and then signed the attending shareholders. Signatures João Rossi
Cuppoloni – Chairman. Maria Regina Jimenez Eichenberger - Secretary. by RR
Trust S/A, Edmundo Rossi Cuppoloni and Maria Regina Jimenez Eichenberger. by
Engeplano Participações S/A, João Rossi Cuppoloni and Maria Regina Jimenez
Eichenberger. by Roplano S/A, Maria Regina Jimenez Eichenberger and Eduardo
Rossi Cuppoloni. by Eduardo Rossi Cuppoloni by power of attorney of Hilda Maria Rossi
Cuppoloni. Edmundo Rossi Cuppoloni. João Rossi Cuppoloni. George Washington
Tenório Marcelino by power of attorney of Itaubank S/A, manager of Goldman Sachs
Institutional Funds PLC. George Washington Tenório Marcelino by power of attorney of
HSBC Corretora de Títulos e Valores Mobiliários S/A, manager of Norges Bank and
Goldman Sachs Trust – Goldman Sachs Concentrated Emerging Markets Equity Fund.
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George Washington Tenório Marcelino by power of attorney of Citibank N.A, manager
of TCW Americas Development Association LP, Janus Overseas Fund, Stichting
Pensioenfonds Metaal En Techniek, Fidelity Advisor Series VIII Latin America Fund,
Janus Adviser International Growth Fund, The Master Trust Bank Of Japan LTD, RE
MTBC, Florida Retirement System Trust Fund, Wilmington Multi-Manager international
Fund, Artha Master Fund LLC, EATON Vance Structured Emerging Markets Fund,
Fidelity Funds – Latin America Fund, Fidelity Investment Trust Latin America Fund,
Newgate Investment Trust – Emerging Markets, The Emerging Markets Equity
Investments Port, Emerging Markets Equity Managers Portfolio, Russell Investment
Company Public, Fidelity Latin America Fund, Balentine International Equity Fund
Select LP, Caisse de Depot ET Placement DU Quebec.
This present instrument is a free English translation of the Minutes extracted from
company’s records.
São Paulo, March 3, 2008.
João Rossi Cuppoloni
Chairman
Maria Regina Jimenez Eichenberger
Secretary
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