ROSSI RESIDENCIAL S.A.
Publicly Held Company
Corporate Taxpayers ID. (CNPJ/MF): 61.065.751/0001-80
Company Registry (NIRE): 35.300.108.078 | CVM Code: 01630-6
SECONDCALL NOTICE EXTRAORDINARY SHAREHOLDERS' MEETING TO BE HELD ON MAY 15, 2014
ROSSI RESIDENCIAL S.A., a corporation headquartered at Avenida Major SylvioMagalhãesPadilha, n.º 5.200, Bloco C, Edifício Miami, Conjunto 31, BairroJardimMorumbi, in the city and state of São Paulo, with articles of incorporation filed at the São Paulo State Board of Trade under Company Registry (NIRE)
35.300.108.078, inscribed in the corporate taxpayers register (CNPJ/MF) under no. 61.065.751/0001-80, registered at the Securities and Exchange Commission of Brazil ("CVM") as a publicly-held company under category "A", code 01630-6 ("Company"), in compliance with article 124 of Federal Law 6,404, of December
15, 1976, as amended ("Brazilian Corporation Law") and articles 3 and 5 of CVM Instruction 481/09 ("ICVM 481/09"), hereby invites shareholders to the Extraordinary Shareholders' Meeting ("Shareholders' Meeting") to be held, on second call,on May 15, 2014 at 3:00 p.m. at the head office of the Company to examine, discuss and vote on the following agenda:
1. amendment to article 3 of the Company's Bylaws to clarify that holding interest in other companies as partner or shareholder is part of the corporate purpose;
2. amendment to article 5 of the Company's Bylaws to update the amount of capital and the number of shares issued by the Company, considering the capital increases made within the authorized capital;
3. amendment to article 11 of the Company's Bylaws to clarify that the shareholders' meeting may resolve on matters not included in the agenda in the cases established by law and to adjust the wording of the provision in accordance with the Portuguese Orthographic Agreement;
4. amendment to article 20, head paragraph and paragraph 1 of the Bylaws so as to allow the call notice to the Board of Directors be sent by e-mail as well as remote participation in meetings;
5. amendment to article 21 of the Company's Bylaws so as to bring the description of the Board of Directors' duties in line with the law and to expand these duties to include establishment of limits and authority for the Company's officers to perform acts and the determination of rules and guidelines to allocate profit sharing;
6. amendment to article 19, head paragraph, article 23, head paragraph and paragraph 2, article 24, subparagraphs 1 and 7, and article 26 to reduce the maximum number of Executive Officers to eight (8), change the term DiretorSuperintendente and change the authority of executive officers;
7. amendment to article 32 so as to clarify that the Company can distribute profit sharing to employees and management based on corporate law and/or labor law;

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8. amendment to article 1- paragraph 1, article 6, article 12, article 13, article 15, article 17, article 18, article 19, article 22, article 34, article 37, article 40, article 42, article 43 - paragraph 1, article 44, article 48 and article 49 to replace the word "Companhia" with the term "Sociedade" ("Company") and to adjust the wording in accordance with the New Orthographic Agreement; and
9. restatement of the Company's Bylaws.
Pursuant to article 126 of Brazilian Corporation Law, only persons who prove their status as shareholders or representatives of shareholders, in accordance with applicable laws, will be allowed to attend and participate in the Shareholders' Meeting.Shareholders may submit as proof of their status as shareholders, the original or a certified copy of the following documents:(1) identity card of the shareholder or his representative;(2) statement of shareholding issued by the depositary institution responsible for bookkeeping the shares of the Company;(3) with regard to shareholders whose registered shares are held in fungible custody, the statement containing the respective shareholding issued by the applicable body;and (4) in case of representation of a shareholder, the proxy instrument with notarized signature duly constituted in accordance with paragraph 1, article 126 of Brazilian Corporation Law.
The Company will accept the following as identity document: the Brazilian identification document (RegistroGeral - RG), Brazilian driving license (CNH), passport, identity documents issued by professional associations and working identification cards issued by public administration bodies, provided they include a photograph of their bearer.
Representatives of legal entity shareholders must present a certified copy of the following documents, duly registered with competentauthorities (Registry of Companies or Board of Trade, as applicable):(1) articles of incorporation or bylaws;and (2) the corporate act of election of the administrator who (a) is attending the Shareholders' Meeting as the representative of the company, or (b) is granting proxy to a third-party representing the legal entity shareholder.
Documents of shareholders issued abroad must be notarized by a Notary Public, legalized in the Brazilian Consulate, translated by a sworn translator registered with the Board of Trade, and registered in the Registry of Deeds and Documents, pursuant to applicable law.
In order to better organize the Shareholders' Meeting, in accordance with paragraph 3, article 11 of the Company's Bylaws, we recommend Shareholders to send copies of the above-mentioned documents to the head office of the Company seventy-two (72) hours prior to the date of the Shareholders' Meeting.Note that even if Shareholders have not delivered the documents in advance as recommended above, they may still take part in the Shareholders' Meeting by presenting such documents at the start of the Shareholders' Meeting, as envisaged in paragraph 2, article 5 of ICVM 481/09.
The documents pertaining to the matters to be deliberated at the Shareholders' Meeting are available to Shareholders at the Company's head office and on the websites of the Company ( http://ri.rossiresidencial.com.br ), BM&FBOVESPA ( http://www.bmfbovespa.com.br/ ) and CVM ( http://www.cvm.gov.br/), in compliance with the Brazilian Corporation Law and applicable regulations.
São Paulo, May6, 2014.

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Joào Rossi Cuppoloni

Chainnan of the Board of Directors

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