ROSSI RESIDENCIAL S/A Corporate Taxpayers’ ID. (CNPJ): 61 .065.751/0001-80 Company Registry (NIRE) no.: 35.300.108.078 MINUTES OF THE EXTRAORDINARY GENERAL MEETING Date, time and place: August 7, 2008, at 10:00 AM, , at the Company’s 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 55.14% 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 July 23 (page 26), 24 (page 29) and 25 (page 31), 2008 and in the newspaper "O Estado de São Paulo", editions of July 23 (page B8), 24 (page B17) and 25 (page B10), 2008. Agenda: i) Election of two members to the Board of Directors consequent to the resignation of Messrs. Herbert Steinberg and Marcelo Serfaty (the minimum interest in the voting capital necessary t o request cumulative voting is 5%, pursuant to CVM Instruction 282/98). ii) Approval of the rectification of the total management compensation for the fiscal year 2008. Resolutions: It was unanimously approved by the members in attendance: 1) To accept the resignation of Messrs. Herbert Steinberg and Marcelo Serfaty from the Board of Directors, to which they were elected on March 18, 2008, and thank them for their services. 2) To elect the following members to the vacant Board positions for the remainder of the term, which, along with the term of other Board members, ends at the Annual General Meeting of 2009: Fernando Tigre de Barros Rodrigues, Brazilian, married, mechanical engineer, holder of ID card RG/IFFORRJ no. 01619402-9, inscribed in the register of individual taxpayers (CPF/MF) under no. 020.770.517-87, resident and domiciled in São Paulo – SP, with business address at Rua Doutor Sodré, 122 – Sala 73 – Vila Olímpia – São Paulo – SP, and Luis Carlos da Conceição Freitas, Brazilian, married, economist, holder of ID card RG/SSFORRJ no. 02.485.586-8, inscribed in the register of individual taxpayers (CPF/MF) under no. 261.749.877-87, resident and domiciled in Rio de Janeiro – RJ, with business address at Praça Benedito Cerqueira, 3/101 – Lagoa – Rio de Janeiro – RJ. The newly elected members evidently fulfill the eligibility requirements laid down in articles 146 and 147 of Law 6404/76 and the listing rules of the Novo Mercado segment of the São paulo Stock Exchange (BOVESPA) and, hence, are considered Independent Members pursuant to said regulations. 3) The Board of Directors now consists of the following members, whose term of office will expire at the Annual General Meeting of 2009: João Rossi Cuppoloni, Brazilian, married, civil engineer, holder of ID card (RG/SSFORSP) no. 1.662.452, inscribed in the register of individual taxpayers (CPF/MF) under no. 004.563.908-63; Edmundo Rossi Cuppoloni, Brazilian, married, civil engineer, holder of ID card (RG/SSFORSP) no. 1.934.891, inscribed in the register of individual taxpayers (CPF/MF) under no. 004.232.708-34, both resident and domiciled in the city of São Paulo, with business address at Avenida Major Sylvio de Magalhães Padilha, 5200 – Edifício Miami – Bloco C – Conjunto 31 – São 1 Paulo - SP; João Paulo Franco Rossi Cuppoloni, Brazilian, married, electrical engineer, holder of ID card (RG/IFFORRJ) no. 07.404.345-6, inscribed in the register of individual taxpayers (CPF/MF) under no. 004.165.377-74, resident and domiciled in the city of Rio de Janeiro – RJ with business address at Avenida das Américas, 500 - Bloco 18 - salas 205 e 206 - Barra da Tijuca - Rio de Janeiro – RJ; Fernando Tigre de Barros Rodrigues, Brazilian, married, mechanical engineer, holder of ID card (RG/IFFORRJ) no. 01619402-9, inscribed in the register of individual taxpayers (CPF/MF) under no. 020.770.517-87, resident and domiciled in São Paulo – SP, with office at Rua Doutor Sodré, 122 – 7º andar - sala 73 – Vila Olímpia – São Paulo – SP and Luis Carlos da Conceição Freitas, Brazilian, married, economist, holder of ID card (RG/SSFORRJ) no. 02.485.586-8, inscribed in the register of individual taxpayers (CPF/MF) under no. 261.749.877-87, resident and domiciled in the city Rio de Janeiro, with business address at Praça Benedito Cerqueira, 3/101 – Lagoa – Rio de Janeiro – RJ. 4) To approve the change in management’s compensation for the fiscal year 2008, established at the Annual General Meeting held on March 18, 2008, to a total sum of up to R$ 4,500,000.00 (four million, five hundred thousand reais) per annum for Statutory Officers, and up to R$ 1,500,000.00 (one million, five hundred thousand reais) for Board members. Each of these bodies is responsible for collectively deciding on the monthly compensation of each member for the current fiscal year. Closure: With 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: sgd.) João Rossi Cuppoloni – Chairman. Maria Regina Jimenez Eichenberger - Secretary. For RR Trust S/A, Edmundo Rossi Cuppoloni and Maria Regina Jimenez Eichenberger. For Etrusca Participações Ltda, João Rossi Cuppoloni and Maria Regina Jimenez Eichenberger. For Engeplano Participações S/A, João Rossi Cuppoloni and Maria Regina Jimenez Eichenberger. For Roplano S/A, Edmundo Rossi Cuppoloni and Eduardo Rossi Cuppoloni. by Eduardo Rossi Cuppoloni by power of attorney of Hilda Maria Rossi Cuppoloni. Edmundo Rossi Cuppoloni. João Rossi Cuppoloni. Paulo Roberto Brandão by power of attorney of Itaubank S/A, manager of Janus Capital Management LLC. Paulo Roberto Brandão by Power of attorney of HSBC Corretora de Títulos e Valores Mobiliários S/A, manager of Norges Bank and CMB A T O T R P O T CMB A Certain Affil CO. Paulo Roberto Brandão by power of attorney by Citibank N.A, manager of The Master Trust Bank Of Japan, Ltd., Janus Capital Funds PLC/Janus US ALL CAP Growth Fund, Fidelity Investment Trust Latin America Fund, Bell Atlantic Master Pension Trust, Fidelity Latin America Fund, Janus Overseas Fund, State Street Emerging Markets, Fidelity Advisor Series VIII Latin America Fund, Janus Adviser International Growth Fund, Janus Orion Fund, Janus Aspen Series International Growth Portfolio, Teacher Retmnt System Of Texas, Janus Adviser Orion Fund, Wellington Trust Company N.A, Wellington Management Portfolios, Alpine International Real Estate Equity Fund, Fidelity Funds, Latin America Fund, Artha Master Fund LLC, General Electric Pension Trust, Eaton Vance Structured Emerging Markets Fund, Emerging MKTS Equity Managers Portfolio 1 Offshore Master L.P., Balentine International Equity Fund Select, L.P. 2 This present instrument is a free English translation of the Minutes extracted from the company’s records. São Paulo, August 7, 2008. João Rossi Cuppoloni Chairman Maria Regina Jimenez Eichenberger Secretary 3