Material Fact – Execution of the Agreement for the Assignment of Ownership Interests and Other Covenants

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MATERIAL FACT

Execution of the Agreement for the Assignment of Ownership Interests
and Other Covenants

ROSSI RESIDENCIAL S.A., a publicly held company with registered office at Avenida Major Sylvio Magalhães Padilha, n.º 5.200, 3.º e 4.º andares, Bairro Jardim Morumbi, Edifício Miami, Bloco C, Conjunto 31, CEP 05693-000, in the City and State of São Paulo, whose articles of incorporation are filed at the Registry of Commerce of the State of São Paulo under company registry (NIRE) no. 35.300.108.078, inscribed in the corporate taxpayer register (CNPJ/MF) under no. 61.065.751/0001-80 (“Company”), in compliance with the head paragraph of Article 12 of Instruction 358 of January 3, 2002, as amended,issued by the Securities and Exchange Commission of Brazil (“ICVM 358/02”), announces to its shareholders and the market the following:

The Company and its subsidiary ROSSI COMMERCIAL PROPERTIES S.A.(“Rossi Commercial”) executed an Agreement for the Assignment of Ownership Interests and Other Covenants with SPE Ancar Newsub S.A., a company owned by Grupo Ancar Ivanhoe(“Ancar”), by which the Company and Rossi Commercial undertook, subject to the fulfillment of the condition precedent, which is approval by Brazil’s antitrust agency CADE (Conselho Administrativo de Defesa Econômica) for consummating the transaction involving the sale, assignment and transfer of all ownership interests in SPE Andrios Empreendimentos Imobiliários Ltda., a company that holds a 25% interest in the commercial project “North Shopping Jóquei” located in the City of Fortaleza, State of Ceará (“Andrios” and “Transaction”) and jointly developed by Rossi Commercial and Grupo Ancar Ivanhoe, with interests in the project of 25% and 75%, respectively.

If the condition precedent is fulfilled, once the transaction is concluded, the commercial project “North Shopping Jóquei” will be developed and commercially explored exclusively by Grupo Ancar Ivanhoe. As consideration for the assignment and transfer of all ownership interests in Andrios, Ancar will pay the Company and its subsidiary, the sum of eighty million reais (R$80,000,000.00), considering that by discounting the obligations required for the completion of “North Shopping Jóquei”, the net value for the Company is fifty-six million, six hundred sixty-seven reais, five hundred and sixty-three Brazilian reais (R$56,667,563.00).

The Company will keep its shareholders and the market informed of the decision taken by CADE with regard to the Transaction as well asthe fulfillment of the other conditions precedent.

São Paulo, October 1, 2013

Rodrigo Ferreira Medeiros da Silva
Chief Financial and Investor Relations Officer