MATERIAL FACT

São Paulo, November 6, 2015 - Rossi Residencial S.A. (BM&FBOVESPA: RSID3; OTC: RSRZY), a corporation with registered office located in the City of São Paulo, State of São Paulo at Avenida Major Sylvio Magalhães Padilha, n.º 5.200, Edifício Miami, Bloco C, Conjunto 31, Bairro Jardim Morumbi, with articles of incorporation filed at the São Paulo State Registry of Commerce under Company Registry (NIRE) number 35.300.108.078, registered in the roll of corporate taxpayers (CNPJ/MF) under number 61.065.751/0001-80, registered as a category 'A' corporation with the Securities and Exchange Commission of Brazil ('CVM') under code 01630-6 ('Company'), hereby announces, in compliance with Article 157, Paragraph 4 of Federal Law 6,404 of December 15, 1976, as amended ('Brazilian Corporations Law'), and with CVM Instruction 358 of January 3, 2002, as amended, the following information to its shareholders and the general market:

On October 22, 2015, the Company received an official letter from BM&FBOVESPA S.A. - Securities, Commodities and Futures Exchange ('BM&FBOVESPA' and 'Letter,' respectively). On October 23, 2015, the Company published a Material Fact notice informing the market of its receipt of the Letter.
According to the Letter, BM&FBOVESPA observed that, in the period from August 18, 2015 to September 29, 2015, the price of the shares issued by the Company remained below one real (R$1.00) per share, which would violate item 5.2.f of the Regulations for Listing Issuers and Admitting Securities for Trade and the Issuer's Manual of BM&FBOVESPA.

Therefore, in compliance with the Letter, the Company hereby announces that the procedure adopted to adjust the price of its stock will be a reverse stock split, and further informs the schedule for its implementation, as follows:

(i) Reverse Stock Split: the Company plans to group all of the eighty-five million, seven hundred seventy-six thousand, six hundred eighty-four (85,766,684) registered, book-entry common shares without par value issued by the Company, in the proportion of five(5) common shares to one (1) common share, with no change in the capital stock, in accordance with Article 12 of Brazilian Corporations Law ('Reverse Stock Split');

(ii) Approval of the Reverse Stock Split: in a meeting held on the date hereof, the Board of Directors of the Company approved, among other matters, the Reverse Stock Split, which will be submitted for the consideration of shareholders convened in an extraordinary shareholders' meeting to be called within the next ten (10) days. If the Reverse Stock Split is approved in the extraordinary shareholders' meeting, the shares of the Company will reflect the stock split as from the first trading session following said meeting;

(iii) Impact on the capital stock: once the Reverse Stock Split is concluded, the capital stock of the Company will remain two billion, six hundred thirty-five million, six hundred thirty-nine thousand, five hundred seventy-five reais (R$2,635,639,575.00), but will be divided into seventeen million, one hundred fifty-three thousand, three hundred thirty-seven (17,153,337) registered, book-entry common shares without par value;

(iv) Inclusion of ADRs: simultaneously and as a result of the Reverse Stock Split, the certificates of deposit of the common shares of the Company issued by The Bank of New York Mellon, under the scope of the American Depositary Receipts program sponsored by the Company, Level I, traded on the over-the-counter market managed by the Financial Industry Regulatory Authority (FINRA) in the United States of America under the ticker 'RSRZY' ('ADRs') will be adjusted proportionately to reflect the reverse split of the stock in Brazil. The procedures for the reverse split of the ADRs will be carried out by The Bank of New York Mellon;

(v) Fractions of shares: any fractions of shares held by the shareholders of the Company as a result of the Reverse Stock Split will be complemented by fractions of shares to be donated, directly or indirectly, by the controlling shareholder of the Company, Mr. João Rossi Cuppoloni, such that each shareholder of the Company receives the fraction necessary to ensure ownership of the next whole number of shares after the application of the approved reverse split ratio; and

(vi) Adjustment to stock options: as a result of the Reverse Stock Split, the number of stock options granted in connection with the Stock Option Plan and the Restricted Stock Option Plan of the Company will be adjusted accordingly.

Any changes and more details regarding the dates and procedures described herein will be informed to the market in a timely manner.

Lastly, the Company reaffirms its commitment to keeping its shareholders and the market informed of further developments in this matter.

Fernando Miziara de Mattos Cunha
Chief Financial and Investor Relations Officer

Investor Relations:
Phone: +55 (11) 4058-2502
ri@rossiresidencial.com.br

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