Material Fact – Capital Increase by means of a Private Subscription

Material Fact

Capital Increase by means of a Private Subscription

Rossi Residencial S.A. (the “Company”), in accordance with CVM Instruction nr. 358, enacted January 3 2002, as amended, hereby informs its shareholders and the market in general that the Company‘s management is currently in negotiations with its controlling shareholders and potential investors, with the purpose of ensuring the subscription of a private capital increase, in an amount of up to R$ 500 million, at the indicative price of R$4.50 per share, based on the weighted average by trading volume of the stock‘s quotes as posted on BM&FBOVESPA in the last 60 trading sessions, considering a discount of 11.3%. The capital increase has the purpose of conforming the Company‘s capital structure.

The announcement of the final terms and conditions of the transaction shall occur upon the successful conclusion of the relevant negotiations with controlling shareholders and potential investors, with the goal of guaranteeing the subscription of the capital increase.

The Board of Directors intends to submit, in the next following days, a proposal to be submitted to shareholder vote in an extraordinary general meeting, to increase the limit of the authorized capital as set forth in the Bylaws.

The management intends to keep the shareholders and the market in general apprised of the capital increase and of the conclusion of the ongoing negotiations.

Sincerely,

Cássio Elias Audi
CFO and Investor Relations Officer
Rossi Residencial S.A.

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