FIRST ADDENDUM TO THE SHAREHOLDERS AGREEMENT OF BRASIL BROKERS PARTICIPAÇÕES S.A.

Transcription

1 FIRST ADDENDUM TO THE SHAREHOLDERS AGREEMENT OF BRASIL BROKERS PARTICIPAÇÕES S.A. The following have signed this instrument ( Addendum ): AGUINALDO DEL GIUDICE, Brazilian, married, real estate broker, resident and domiciled in the municipality of São Caetano do Sul, state of São Paulo, at Rua Maranhão, 982, apto. 152, bearer of ID Card (RG) no (SSP/SP), inscribed in the Individual Roll of Taxpayers (CPF) under no , hereinafter Aguinaldo ; ALEXANDRE COSTA FONSECA, Brazilian, married, civil engineer, bearer of ID Card no , issued by CREA-RJ, inscribed in the Individual Roll of Taxpayers (CPF) under no , with office at Av. das Américas, 4.430, loja I, in the city and state of Rio de Janeiro, hereinafter Alexandre Costa ; ALEXANDRE GRIBEL HOMEM DE CASTRO, Brazilian, married under the partial property ruling system, businessman, bearer of ID Card no. MG , issued by SSP- MG, inscribed in the Individual Roll of Taxpayers (CPF/MF) under no , resident and domiciled in the city of Belo Horizonte, state of Minas Gerais, at Rua Paulo Camilo Pena, n 609, Apto. 902, Bairro Belvedere, hereinafter Alexandre Gribel ; ANGELA NERLY PEREIRA, Brazilian, single, born on August 16, 1960, real estate broker, bearer of ID Card no. 1639, issued by CRECI/PA, and inscribed in the Individual Roll of Taxpayers (CPF/MF) under no , resident and domiciled in the city of Belém, state of Pará, at Avenida Serzedelo Correa, n 347, apto, 1.102, hereinafter Ângela ; ANTONIO CARLOS DA COSTA, Brazilian, married, real estate broker, inscribed in the Individual Roll of Taxpayers (CPF) under no , bearer of ID Card (CIRG) no , SSP-GO, CRECI-GO 6581, resident and domiciled at Rua das Quaresmeiras Qd. 24 Lt. 02, Residencial Aldeia do Vale, Goiânia-Go, CEP: , hereinafter Antonio Carlos ;

2 ARIOVALDO DA SILVA ROCHA FILHO, Brazilian, married, business administrator, bearer of ID Card no issued by IFP, inscribed in the Individual Roll of Taxpayers (CPF) under no , resident and domiciled at Rua Professor Fernando Raja Gabaglia, 18, Rio de Janeiro - RJ, hereinafter Ariovaldo ; BERNARDO BARTHOLDY GRIBEL, Brazilian, married under the partial property ruling system, businessman, bearer of ID Card (RG) no , issued by IFP-RJ, inscribed in the Individual Roll of Taxpayers (CPF) under no , resident and domiciled in the city of Belo Horizonte, state of Minas Gerais, at Rua Paulo Camilo Pena, n 609, Apto , Bairro Belvedere, hereinafter Bernardo ; CARLOS EDUARDO CUNHA LIMA, Brazilian, divorced, born on March 28, 1956, real estate broker, bearer of ID Card no. 1443, issued by CRECI/PA, inscribed in the Individual Roll of Taxpayers (CPF/MF) under no , resident and domiciled in the city of Belém, state of Pará, at Avenida Serzedelo Correa, n 347, apto, 1.102, hereinafter Carlos Eduardo ; CRISTIANO MOTTA DA CRUZ, Brazilian, single, real estate manager, resident and domiciled in the city of Porto Alegre, state of Rio Grande do Sul, at Av. Iguassu, 234, Apt. 401, inscribed in the Individual Roll of Taxpayers (CPF) under no , bearer of ID Card no , issued by SSP/RS, hereinafter Cristiano ; EDUARDO ELIAS SAUMA RESK FILHO, Brazilian, married, civil engineer, resident and domiciled in the city and state of São Paulo, at Rua da Gama, 86, Jardim Lusitânia, CEP , bearer of ID Card (RG) no (SSP/SP), inscribed in the Individual Roll of Taxpayers (CPF) under no , hereinafter Eduardo ; ELIZABETH CRISTINA DA COSTA, Brazilian, divorced, psychologist, inscribed in the Individual Roll of Taxpayers (CPF) under no , bearer of ID card (CIRG) no , issued by SSP-GO, resident and domiciled in the city of Goiânia, state of Goiás at Alameda das Caraíbas Qd. 21 Lt. 04, Residencial Aldeia do Vale, CEP: , hereinafter Elizabeth ; FERNANDO ALVES DE OLIVEIRA, Brazilian, married, businessman, bearer of ID Card no. M , issued by SSP-MG, inscribed in the Individual Roll of Taxpayers (CPF) under no , resident and domiciled in the city of Belo Horizonte, state of Minas Gerais, at Rua Doutor Astolfo Vieira de Resende, n 32, Apto , Bairro Sion, hereinafter Fernando Alves ; FERNANDO DE MELO MORAIS, Brazilian, single, businessman, resident and domiciled in the city and state of São Paulo, at Rua Marques de Marica, 687, apto. 72,

3 bearer of ID Card (RG) no (SSP/SP), inscribed in the Individual Roll of Taxpayers (CPF) under no , hereinafter Fernando de Melo ; FRANÇOIS PEREIRA AMORIM, Brazilian, businessman, inscribed in the Individual Roll of Taxpayers (CPF) under no , domiciled in the city and state of Rio de Janeiro at Rua Parque da Lagoa, nº 280, bloco 2, aptº 1304, Barra da Tijuca, hereinafter François ; GUSTAVO JOSÉ TORRES DE BRITO, Brazilian, married, real estate broker, bearer of ID Card (RG) no , issued by SSP/BA, inscribed in the Individual Roll of Taxpayers (CPF) under no , resident and domiciled in the city of Salvador, state of Bahia, at Av. Sete de Setembro, n 2.865, Apto , Bairro Ladeira da Barra, hereinafter Gustavo ; JORGE AFIF CURY FILHO, Brazilian, married, real estate broker, resident and domiciled in the city and state of São Paulo at Avenida Indianópolis, 618, Moema, CEP , bearer of ID Card (RG) no (SSP/SP), inscribed in the Individual Roll of Taxpayers (CPF) under no and the Real Estate Brokers Council (CRECI) in the 2 nd region under no , hereinafter Jorge ; LUCINEIA DAVANÇO DE CARVALHO SOUTO, Brazilian, accountant, married, inscribed in the Individual Roll of Taxpayers (CPF) under no , bearer of ID Card (CIRG) no , SSP-SP, resident and domiciled in the city of Goiânia, state of Goiás at Rua T-47 n 749, Apto 1203, Edf. Metropolitan, Setor Bueno, CEP: , hereinafter Lucineia ; LUIZ AUGUSTO AMOEDO AMOEDO, Brazilian, married, civil engineer, bearer of ID Card no , issued by SSP-BA, and inscribed in the Individual Roll of Taxpayers (CPF) under no , resident and domiciled in the city of Salvador, state of Bahia, at Av. Sete de Setembro, n 1.822, Apto , Bairro Vitória, hereinafter Luiz Augusto ; LUIZ EDUARDO HAUS SUKIENIK, Brazilian, married, business administrator, resident and domiciled in the city of Porto Alegre, state of Rio Grande do Sul, at Rua Rodonel Guatimozim, 140, inscribed in the Individual Roll of Taxpayers (CPF) under no , bearer of ID Card no , issued by SSP/RS, hereinafter Luiz Eduardo ; MARCELO LOUZADA DE MATTOS, Brazilian, single, businessman, born on February 23, 1974, bearer of ID Card no , issued by IFP-RJ, and inscribed in the Individual Roll of Taxpayers (CPF) under no , resident and domiciled in the city and state of Rio de Janeiro, at Rua Clóvis Salgado, n 206, Apto. 204, Bairro Recreio, hereinafter Marcelo Louzada ;

4 MARCELO SILVA PEREIRA, Brazilian, single, real estate broker, resident and domiciled in the city and state of São Paulo, at Rua Nebraska, 411, apartamento 411, bearer of ID Card (RG) no (SSP/SP), inscribed in the Individual Roll of Taxpayers (CPF/MF) under no , hereinafter Marcelo Silva ; MARIA LUCI DA COSTA, inscribed in the Individual Roll of Taxpayers (CPF) under no , bearer of ID Card (CIRG) no D, CREA-GO, Brazilian, divorced, architect, resident and domiciled in the city of Goiania, state of Goiás, at Rua das Quaresmeiras Qd. 24 Lt. 04, Residencial Aldeia do Vale, CEP: , hereinafter Maria Luci ; MARILÚCIA DAHER DA COSTA, Brazilian, married, businesswoman, inscribed in the Individual Roll of Taxpayers (CPF) under no , bearer of ID Card no , issued by SSP-GO, resident and domiciled in the city of Goiânia, state of Goiânia at Rua dos Sombreiros Qd. 06 Lt. 09, Residencial Aldeia do Vale, CEP: , hereinafter Marilúcia ; MARLEI FELICIANO, Brazilian, married, businessman, bearer of ID Card no , issued by IFP/RJ, and inscribed in the Individual Roll of Taxpayers (CPF/MF) under no , resident and domiciled in the city and state of Rio de Janeiro at Rua Comandante Rubens Silva, n 57, Bl. 2, Jacarepaguá, hereinafter Marlei ; MILTON GOLDFARB, Brazilian, single, economist, bearer of ID card no ,926 SSP/SP and inscribed in the Individual Roll of Taxpayers (CPF/MF) under no , with office at Rua São Tomé, 119, 13º andar, hereinafter Milton ; PAULO CÉSAR PETRIN, Brazilian, single, lawyer, bearer of ID card no , issued by SSP/SP, and inscribed in the Individual Roll of Taxpayers (CPF) under no with office at Rua São Tomé, n 119, 13 andar, Vila Olímpia, in the city and state of São Paulo, hereinafter Paulo César ; PAULO ROBERTO DA COSTA, Brazilian, married, real estate broker, inscribed in the Individual Roll of Taxpayers (CPF) under no , bearer of ID Card (CIRG) no , issued by SSP-GO, CRECI GO no. 1297, resident and domiciled in the city of Goiânia, state of Goiás at Rua dos Sombreiros Qd. 06 Lt. 09, Residencial Aldeia do Vale, CEP: , hereinafter Paulo Costa ; PAULO ROBERTO DIAS SARDENBERG, Brazilian, legally separated, real estate broker, bearer of ID card no , issued by SSP/ES, and inscribed in the Individual Roll of Taxpayers (CPF) under no , resident and domiciled in the city of Vitória, state of Espírito Santo, at Rua Eugênio Netto, n 331, apto, 802, Praia do Canto, hereinafter Paulo Sardenberg ;

5 PLÍNIO AUGUSTO DE SERPA PINTO, Brazilian, married, real estate broker, bearer of ID card no , issued by IFP, inscribed in the Individual Roll of Taxpayers (CPF) under no , resident and domiciled in the city of Niterói, state of Rio de Janeiro at Praia de Icaraí, 287, apt. 801, hereinafter Plínio ; RAFAEL DOS SANTOS SELVA, Brazilian, married, businessman, bearer of ID card no , issued by SSP-MG, inscribed in the Individual Roll of Taxpayers (CPF) under no , resident and domiciled in the city of Belo Horizonte, state of Minas Gerais, at Rua Rio de Janeiro, n 2.754, Apto , Bairro Lourdes, hereinafter Rafael ; RICARDO PITCHON, Brazilian, married, real estate broker, inscribed in the CRECI/MG under no , bearer of ID Card no. M , issued by SSP/MG, inscribed in the Individual Roll of Taxpayers (CPF) under no , resident and domiciled in the city of Belo Horizonte, state of Minas Gerais at Rua Serranos 145, apto. 600, Serra, hereinafter Ricardo Pitchon ; RICARDO CABRAL ABREU, Brazilian, married, businessman, resident and domiciled in the city of Natal, state of Rio Grande do Norte, at Avenida Prudente de Morais, n 2900, bearer of ID Card (RG) no , issued by ITEP/RN, and inscribed in the Individual Roll of Taxpayers (CPF/MF) under no , hereinafter Ricardo Abreu ; TÚLIO ALVES DOS SANTOS, Brazilian, married, businessman, bearer of ID card no , issued by CRA-MG, and inscribed in the Individual Roll of Taxpayers (CPF) under no , resident and domiciled in the city and state of São Paulo, at Rua Arandu, n 540, Apto. 901, Bairro Brooklin Paulista, hereinafter Túlio ; VALONI ADRIANO PROCÓPIO, Brazilian, married, real estate broker, CRECI-GO nº 7306, inscribed in the Individual Roll of Taxpayers (CPF) under no , ID Card (CIRG) no , issued by SSP-GO, resident and domiciled in the city of Goiânia, state of Goiás at Rua GV 01 Qd, 15 Lt 19, Residencial Granville, CEP: , hereinafter Valoni ; WASHINGTON DOS SANTOS ROSA, Brazilian, married, businessman, inscribed in the Individual Roll of Taxpayers (CPF) under no , bearer of ID Card (CIRG) no , issued by SSP-GO, resident and domiciled in the city of Goiânia, state of Goiás at Rua C-151 Qd. 362 Lt. 06 Jd. América, CEP , hereinafter Washington ; FUNDO GULF I DE INVESTIMENTOS EM PARTICIPAÇÕES, Investment Fund, regulated by CVM Instruction 391 of July 16, 2003, registered at the Brazilian Exchange and Securities Commission ( CVM ) under no. 91-1, on July 18, 2007, inscribed in the

6 Corporate Roll of Taxpayers (CNPJ) under no / , herein represented by its manager GULF GESTÃO DE RECURSOS LTDA., a corporation with headquarters at Av.das Américas, 500, Bloco 19, sala 301, parte, in the city and state of Rio de Janeiro, inscribed in the Corporate Roll of Taxpayers (CNPJ) under no / , duly authorized by CVM to carry out portfolio management activities, through CVM s Declaratory Act No , of June 27, 2007, hereinafter FIP ; and PDG REALTY S.A. EMPREENDIMENTOS E PARTICIPAÇÕES, corporation with headquarters at Praia de Botafogo, nº 501, cj. 203, Torre Pão de Açúcar, Botafogo, in the city and state of Rio de Janeiro, inscribed in the Corporate Roll of Taxpayers (CNPJ/MF) under no / , represented herein by its bylaws, hereinafter PDG, Aguinaldo, Alexandre Costa, Alexandre Gribel, Ângela, Antônio Carlos, Ariovaldo, Bernardo, Carlos Eduardo, Cristiano, Eduardo, Elizabeth, Fernando Alves, Fernando de Melo, François, Gustavo, Jorge, Lucinéia, Luiz Augusto, Luiz Eduardo, Marcelo Louzada, Marcelo Silva, Maria Luci, Marilúcia, Marlei, Milton, Paulo César, Paulo Costa, Paulo Sardenberg, Plínio, Rafael, Ricardo Pitchon, Ricardo Abreu, Túlio, Valoni, Washington, FIP and PDG will hereinafter be jointly referred to as Shareholders or Parties and individually as Shareholder or Party, and the consenting party, BRASIL BROKERS PARTICIPAÇÕES S.A., corporation, with headquarters at Avenida das Américas, nº 500, Bloco 19, Sala 301 (parte), in the city and state of Rio de Janeiro, inscribed in the Corporate Roll of Taxpayers (CNPJ/MF) under no / , herein represented by its Officers SERGIO NEWLANDS FREIRE, Brazilian, married, businessman, born in the city and state of Rio de Janeiro, bearer of ID card no , issued by Instituto Félix Pacheco, inscribed in the Individual Roll of Taxpayers (CPF) under no , resident and domiciled in the city and state of Rio de Janeiro at Avenida Aquarela do Brasil, nº 333 bloco 3 apto 1704 São Conrado, CEP: and JULIO CESAR GARCIA PIÑA RODRIGUES, Brazilian, married, business administrator, resident and domiciled in the city and state of Rio de Janeiro at Rua Baronesa de Poconé, n 137, Apto. 101, Lagoa, bearer of ID card (RG) no , issued by IFP/RJ, and inscribed in the Individuall Roll of Taxpayers (CPF) under no , hereinafter Company. PREAMBLE

7 I. Whereas the Parties hold, on the date of signing this Addendum, shares representing 53.24% (fifty-three point two four percent) of the Company s total and voting capital, including shares held by the members of the Board of Directors nominated by them; II. Whereas the Parties are the original signatories or later signed the Company Shareholders Agreement dated June 30, 2007 ( Shareholders Agreement ), which regulates and guides the relationship of the Parties as shareholders of the Company, especially with regard to (i) restrictions on transfer of the Company s shares held by them; and (ii) rules regarding the exercise of voting rights at the Board of Directors Meetings and Annual General Meetings; and III. Whereas the shareholder Alexandre Gribel intends to terminate the Shareholders Agreement, thereby, leaving the Company s controlling block. NOW THEREFORE, the Parties have decided to execute the present Addendum ( Addendum ), under the following terms and conditions: 1. By this instrument and pursuant to law, the Parties expressly consent and agree to the termination of the Shareholders Agreement by the shareholder Alexandre Gribel, such that no provision of the Shareholders Agreement, except that mentioned in item 2 below, will be applicable to him any longer. Consequently, starting from this date, the shareholder Alexandre Gribel (and the Company s shares held by him) is not entitled to participate and vote in meetings prior to Shareholders Meetings or Board of Directors Meetings, or to elect Board members. 2. The shareholder Alexandre Gribel remains bound by the commitment to not transfer the shares held by him in relation to the Shareholders Agreement, in any manner (whether by usufruct, donation, swap, loan, transfer to capital of other companies or in any other manner), except as envisaged in Clause II of the Shareholders Agreement (RESTRICTION ON TRANSFER OF SHARES) and under the terms by which he is bound by the commitments made under the Company s public offering held on October 29, 2007, in which the shareholder Alexandre Gribel and other Parties sold shares of the Company.

8 3. All other clauses, terms and conditions of the Shareholders Agreement not expressly amended by this Addendum remain unchanged and are fully effective. 4. The Parties are bound to file this Addendum at the Company s head office and with the financial institution responsible for registration of the Company s shares, as required by law, and the Company undertakes to strictly comply with all the terms and conditions, the reason why it also signs as the Consenting Party. 5. For all purposes and effects, the provisions of Clauses VIII, IX and X of the Shareholders Agreement are considered transcribed and incorporated to this Addendum, where applicable. In witness whereof, the Parties have signed this present instrument in 3 (three) copies of equal form and content for a single legal effect, in the presence of two witnesses below. Rio de Janeiro, July 10, FUNDO GULF I DE INVESTIMENTOS EM PARTICIPAÇÕES GULF GESTÃO DE RECURSOS LTDA. Sergio Newlands Freire / Julio César Garcia Pina Rodrigues PDG REALTY S/A EMPREENDIMENTOS E PARTICIPAÇÕES BRASIL BROKERS PARTICIPAÇÕES S.A.

9 Sergio Newlands Freire / Julio César Garcia Pina Rodrigues Witnesses: Name: R.G.: CPF: Name: R.G.: CPF: