Rossi Residencial : Board of Directors Meeting - Minute*

ROSSI RESIDENCIAL S.A. Publicly Held Company - CVM Registration No. 01630-6 Corporate Taxpayer ID (CNPJ): 61.065.751/0001-80 Company Registry (NIRE): 35.300.108.078

MINUTES O F THE BOAR D OF DIRECTORS ' MEETING HELD ON JANUARY 09, 2017

1. DATE, TIME AND PLACE: January 09, 2017, at 10:00 a.m., at the Company's registered office located at Avenida Major Sylvio Magalhães Padilha, n.º 5.200, Bloco C, Edifício Miami, Conjunto 41, Bairro Jardim Morumbi, CEP 05693-000. ("Company").

2. CALL NOTICE: The call notice was waived, pursuant to the Sole Paragraph of Article 16 of the Company's Bylaws, because all the members of the Company's Board of Directors were present.

1. ATTENDANCE: Present all the members of the board of directors.

2. PRESIDING BOARD: José Paim de Andrade Junior, Chairman and Rafael Rossi Cuppoloni, Secretary.

3. AGENDA: The Company's board of directors met to examine, discuss and vote on the following matters on the agenda: (1) appointment of the functions of Chairman of the Board of Directors and Vice-Chairman of the Board of Directors; And (2) election of new Executive Chief Executive Officer.

4. RESOLUTIONS: The meeting was installed and the reading of the documents and proposals object of the agenda was waived. After examining and discussing the matters on the agenda, the members of the board of directors resolved the following:

5. To approve, by unanimous vote, (i) the appointment, as the Chairman of the Board of Directors, of João Rossi Cuppoloni, who currently serves as Vice-Chairman of the Board of Directors; and (ii) the appointment, as Vice-Chairman of the Board of Directors, of Rafael Rossi Cuppoloni, Brazilian, married, economist, bearer of identification document (RG) number 18.770.389-9 SSP/SP and inscribed in the roll of individual taxpayers (CPF) under number 270.358.238-24, resident and domiciled in the city of São Paulo and with commercial office at Rua Viradouro nº 63, 4º andar, Itaim, CEP 04538-110, in the city and state of São Paulo; with José Paim de Andrade Junior remaining as a sitting Board member.

6. To approve, by unanimous vote, the election of João Paulo Franco Rossi Cuppoloni, Brazilian, engineer, divorced, bearer of identification document (RG) number 07.404.345-6 IPF/RJ and inscribed in the roll of individual taxpayers (CPF) under number 004.165.377-74, resident and domiciled in the city of Rio de Janeiro and with commercial office at Avenida Major Sylvio de Magalhães Padilha nº 5200, Edifício Miami, Bloco C, Conjunto 41, Jardim Morumbi, CEP 05693-000, in the city and state of São Paulo, as the Company's Chief Executive Officer.

7. In accordance with item 6.2.2 below, the Company's executive officer elected herein will take office and be granted the powers necessary to exercise his duties within thirty (30) days as of today, upon the signature of the respective term of investiture drawn up in the book of "Minutes of the Board of Executive Officers' Meetings".

8. The investiture of the Company's executive officer elected herein will be conditioned to: (i) the effective presentation of the clearance certificate mentioned in article 147, paragraph 4, of Law 6404, of December 15, 1976 ("Brazilian Corporation Law") and article 2 of CVM Instruction 367 of May 29, 2002 ("ICVM 367/02"); and (ii) the preliminary signature of the Term of Consent of the Administrators provided for in the Regulations of the Novo Mercado segment of the BM&FBOVESPA S.A. - Securities, Commodities and Futures Exchange (BM&FBOVESPA).

9. In accordance with paragraphs 3 and 4 of article 147 of the Brazilian Corporation Law, as well as article 4 of ICVM 367/02, the members of the Company's Board of Directors declare to be aware that João Paulo Franco Rossi Cuppoloni holds management positions in Special Purpose Entities ("SPEs") operating in the real estate industry, as per the list in Exhibit I. Although they do not consider that said SPEs could be competitors of the Company, the Board members expressly relieved João Paulo Franco Rossi Cuppoloni from any restriction applicable to his election.

10. To register that Renato Gamba Rocha Diniz and Rodrigo Moraes Martins, who were appointed at the Board of Directors' Meeting of September 28, 2015 to temporarily act jointly as the Company's Executive Chief Executive Officer, remain as members of the Board of Executive Officers, serving as the Company's Engineering Officer and Commercial Officer, respectively.

11. Given the election of João Paulo Franco Rossi Cuppoloni, the Company's Executive Board will be now composed as follows:

1. João Paulo Franco Rossi Cuppoloni, Brazilian, divorced, bearer of identification document (RG) number nº 07.404.345-6 IPF/RJ and inscribed in the roll of individual taxpayers (CPF) under number nº 004.165.377-74, resident and domiciled in the city of Rio de Janeiro and with commercial office at Avenida Major Sylvio de Magalhães Padilha nº 5200, Edifício Miami, Bloco C, Conjunto 41, Jardim Morumbi, city and state of São Paulo, CEP 05693-000 as the Company's Chief Executive Officer;
2. Renato Gamba Rocha Diniz, Brazilian, Married, Engineer, bearer of identity document RG/SSP/SP nº 18.507.468-6, and inscribed in the roll of individual taxpayers (CPF) under number nº 736.995.606-78, resident and domiciled in the city of Campinas, state of São Paulo, with commercial office at Avenida Major Sylvio Magalhães Padilha, n.º 5.200, Bloco C,

   Edifício Miami, Conjunto 41, Bairro Jardim Morumbi, CEP 05693-000, city and state of São Paulo, as Engineering Officer;

3. Rodrigo Moraes Martins, Brazilian, divorced, engineer, bearer of identity document RG/SSP/SP nº 16.540.892-3, and inscribed in the roll of individual taxpayers (CPF) under number nº 142.139.508-83, resident and domiciled in the city of São Paulo, state of São Paulo, with commercial office at Avenida Major Sylvio Magalhães Padilha, n.º 5.200, Bloco C, Edifício Miami, Conjunto 41, Bairro Jardim Morumbi, CEP 05693-000, city and state of São Paulo as Commercial officer;

4. Fernando Miziara de Mattos Cunha, Brazilian, single, business administrator, bearer of identity document RG/SSP/SP nº 22.446.757-8, and inscribed in the roll of individual taxpayers (CPF) under number nº 135.947.978-30, resident and domiciled in the city of São Paulo, state of São Paulo, with commercial office at Avenida Major Sylvio Magalhães Padilha, n.º 5.200, Bloco C, Edifício Miami, Conjunto 41, Bairro Jardim Morumbi, CEP 05693-000, city and state of São Paulo as Chief Financial and Investor Relations Officer.

Closure and Drawing Up of Minutes: There being no further matters to address, the directors were offered the opportunity to voice their opinion but since nobody came forward, the meeting was suspended for the time needed to draw up these minutes, which, after the meeting was resumed, were read, approved and signed by all those present. (aa) José Paim de Andrade Junior, President; Rafael Rossi Cuppoloni, Secretary. Member of the board present: (aa) José Paim de Andrade Junior; João Rossi Cuppoloni; Eduardo Rossi Cuppoloni; Rafael Rossi Cuppoloni; and Luís de Oliveira Perego.

I hereby declare that this a true copy of the minutes drawn up in the Minutes Book of the Meeting of the Board of Directors of the Company.

.