CYRELA COMMERCIAL PROPERTIES S.A. EMPREENDIMENTOS E PARTICIPAÇÕES CORPORATE TAXPAYER S ID (CNPJ/MF): /

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1 CYRELA COMMERCIAL PROPERTIES S.A. EMPREENDIMENTOS E PARTICIPAÇÕES CORPORATE TAXPAYER S ID (CNPJ/MF): / COMPANY REGISTRY (NIRE): PUBLICLY-HELD COMPANY MINUTES OF THE EXTRAORDINARY SHAREHOLDERS MEETING DATE, TIME AND PLACE: At first call, on April 28 th 2008, at 5:00 P.m., at the headquarters of Cyrela Commercial Properties S/A Empreendimentos e Participações ( Company ), located at Avenida Faria Lima, nº 3400, 14º andar, in the city of São Paulo, State of São Paulo. PREVIOUS PUBLICATIONS: Call Notice published pursuant to Paragraph 1 of Article 124 of Law no. 6,404 of December 15 th 1976, amended by Law no. 10,303 of October 31 st 2001 ( Brazilian Corporate Law ), in the newspapers Diário Oficial do Estado de São Paulo, on April April 11 th, 12 th and 15 th and Valor Econômico, on April 11 th, 14 th and 15 th ATTENDANCE: Shareholders representing 70.70% of the Company s capital stock, as per signatures on the Shareholders Attendance Book. PRESIDING BOARD: Mrs. Ariane Mattos de Assis Chairwoman, and Mr. Lucio Andre Toledo Saretta Secretary. AGENDA: Analysis, discussion and voting on the amendment to articles, 17, items h, 27 item n and 46, and inclusion of disposals pursuant to the article 190 of the Company s Bylaws. PUBLICATION: The Chairwoman informed that the minutes of this Extraordinary Shareholders Meeting shall be drawn up in the summary format, pursuant to the provisions set forth in Paragraph 1 of Article 130 of the Brazilian Corporate Law, and shareholders will be conferred the rights described in items a and b of the said legal provision. The publication of these minutes with the omission of the shareholders signatures was unanimously approved by all shareholders attending the meeting. RESOLUTIONS: Attending shareholders unanimously approved the amendment to articles 1, 8, 11, 17, 19, 23, items g, n and r, 26, 34, 35, 38, item h, 39 to 41, 43 to 48, with the exclusion of current articles 42, 49, 50 and 55, and inclusion of the new articles to be numbered 40, 49 to 53, all from the Company s Bylaws, and the consolidation of the Bylaws arising from the said amendments, for the purpose of adjusting them to the BOVESPA São Paulo Stock Exchange s Novo Mercado Listing Regulation, in accordance with Attachment I to these minutes.

2 CLOSURE: Nothing more to be dealt with, the meeting was closed and these minutes were drawn up, read, unanimously approved and signed by all those present and filed at the Headquarters of the Company. São Paulo, April 28 th, 2008 Ariane Mattos de Assis Chairwoman Lucio Andre Toledo Saretta Secretary SHAREHOLDERS EIRENOR S/A ELIE HORN ROGÉRIO JONAS ZYLBERSZTAJN GEORGE ZAUSNER RAFAEL NOVELLINO RJZ ENGENHARIA LTDA CYRELA COMMERCIAL PROPERTIES S/A

3 LEONIS EMPREENDIMENTOS E PARTICIPAÇÕES THE BANK OF NEW YORK MELLON FIDELITY INVESTMENT TRUST: FIDELITY DIVERSIFIED INTERNATIONAL FUND;NEW YORK STATE COMMON RETIREMENT FUND; NORGES BANK; VARIABLE INSURANCE PRODUCT FUND III: MID CAP PORTFOLIO; VANGUARD FTSE ALL-WORLD EX-US INDEX FUND, A SERIES OF VANGUARD; INTERNATIONAL EQUITY INDEX FUNDS; ROCKEFELLER BROTHERS FUND, INC; MORGAN STANLEY INVESTMENT MANAGEMENT ACTIVE INTERNATIONAL ALLOCATION TRUST; THE; CALIFORNIA STATE TEACHERS RET; WELLINGTON TRUST COMPANY NA; TEACHER; RETMNT SYSTEM OF TEXAS; ING FMR DIVERSIFIED MIDCAP PORTFOLIO;ALPINE INTERNATIONAL REAL ESTATE EQUITY FUND; FIDELITY ADVISOR SERIES II: FIDELITY ADVISORMID CAP II FUND; STATE OF CALIFORNIA PUBLIC EMPLOYEE; FUTURE FUND BOARD OF GUARDIANS THE MASTER TRUST BANK OF JAPAN, LTD. RE: MTBC ; STATE STREET BANK AND TRUST; COMPANY INVESTMENT FUNDS FOR TAX EXEMPT RETIREMENT PLANS;STATE STREE EMERGING MARKETS;VAN KAMPEN SERIES FUND, INC., VAN KAMPEN GLOBAL EQUITY ALLOCATION FUND; JOHN HANCOCK TRUST INTERNATIONAL EQUITY INDEX TRUST B; JOHN HANCOCK TRUST INTERNATIONAL EQUITY INDEX TRUST A; JOHN HANCOCK FUNDS II: INTERNATIONAL EQUITY INDEX FUND; SPDR S&P EMERGING LATIN AMERICA ETF;SPDR S&P EMERGING MARKETS ETF; JANUS CAPITAL FUNDS PLC/ JANUS GLOBAL REAL ESTATE FUND; JANUS OVERSEAS FUND; JANUS ADVISER INTERNATIONAL GROWTH FUND; JANUS ASPEN SERIES- INTERNATIONAL GROWTH PORTFOLIO; JANUS ADVISER GLOBAL REAL ESTATE FUND; JANUS CAPITAL MANAGEMENT LLC. DYNAMO BRASIL VI LLC; ASCESE FIA; DYNAMO COUGAR FIA; FEBRA FIA; SAMAMBAIA IV FIA; TNAD FIA.

4 ATTACHMENT ONE BYLAWS OF CYRELA COMMERCIAL PROPERTIES S.A. EMPREENDIMENTOS E PARTICIPAÇÕES CHAPTER I NAME, HEADQUARTERS, DURATION AND PURPOSE ARTICLE 1. CYRELA COMMERCIAL PROPERTIES S.A. EMPREENDIMENTOS E PARTICIPAÇÕES ( Company ) is a joint-stock company that shall be ruled by these present Bylaws, by the applicable legal provisions and by the New Market Listing Regulation of the São Paulo Stock Exchange BOVESPA ( Novo Mercado and BOVESPA ). ARTICLE 2. The Company s headquarters and jurisdiction are located in the City of São Paulo, State of São Paulo, at Avenida Brigadeiro Faria Lima, nº 3.400, 14º andar, CEP , and, by the Board of Executive Officers resolution, it may install branches, offices, sales offices, and warehouses in any part of the country. ARTICLE 3. The Company was organized with indeterminate duration on April 11, ARTICLE 4. The Company s purpose is the purchase, sale and development of residential or commercial properties (including mixed properties), constructed or in construction, lands and ideal land fractions, and/or interest in real estate assets, real estate leasing and management, construction of properties, and the provision of real estate consulting services. ARTICLE 5. The Company may acquire ownership interest and the capital stock of other companies and participate in associations with other companies, and is authorized to enter into shareholders agreements to support or supplement its corporate purpose. CHAPTER II CAPITAL STOCK AND SHARES ARTICLE 6. The Company s capital stock is three hundred and thirty million six hundred and ninety and five a thousand three hundred and eighty and eight reais and thirty and seven centavos (R$ ,37), divided into eighty-eight million, five hundred and sixty-seven thousand, eight hundred and ninety-one (88,567,891) common shares, all registered, book-entry shares with no par value. ARTICLE 7. All the Company s shares are book-entry shares and shall be maintained in a deposit account in a financial institution authorized by the Brazilian Securities and Exchange Commission (CVM), on behalf of their holders. Sole Paragraph. The Company is authorized to charge costs relating to the transfer of ownership of shares directly from the buyer of the transferred share, within the maximum limits set forth in the applicable legislation. ARTICLE 8. The Company is authorized to increase the capital stock, regardless of statutory amendment or of a General Meeting s deliberation, through the issuance of common shares, in such manner that the capital is divided into up to eight hundred million (800,000,000) common shares, and the Board of Directors shall be incumbent upon to set forth the number of shares to be issued for distribution in the Country and/or abroad, either in public or private form, the price and other subscription and payment conditions, as well as to resolve on the exercise of preemptive rights, in compliance with statutory regulations. Paragraph One. Within the limit of authorized capital, the Board of Directors may also resolve for the issuance of subscription bonus for the disposal or granting as an additional advantage to capital subscribers, or debentures issued by the Company, in compliance with the applicable legal and regulating provisions. Paragraph Two. The issuance of beneficiary parties by the Company is prohibited.

5 ARTICLE 9. The capital stock shall be exclusively represented by common shares, and each common share entitles it holder to one vote in General Meetings resolutions. ARTICLE 10. The Company may make a split or reverse split of shares representing the subscribed and fully paid-up capital stock, by the Board of Directors resolution. ARTICLE 11. In the event capital is increased by the subscription of new shares, shareholders shall have preemptive rights for subscription, under Law 6,404, as of December 15, 1976 and subsequent amendments ( Brazilian Corporate Law ). Paragraph One. The Board of Directors may exclude or reduce preemptive rights of shareholders in the event of capital increase by the subscription of shares, debentures convertible into shares and subscription bonus, within the authorized capital limits, the placement of which is made by means of sale on a stock exchange or public subscription, or further in an exchange of shares in a public offering for acquisition of share control, under the terms of article 172 of the Brazilian Corporate Law. Paragraph Two. In the event referred to in the caput of this article, the term for exercising preemptive rights to be stipulated by the Board of Directors shall be of at least at thirty (30) days, as from the publication of the notice in the Official Gazette or in another large circulation newspaper. Paragraph Three. The Board of Directors shall resolve on the remainder of shares not subscribed in a capital increase during the term stipulated for exercising preemptive rights, determining, before such shares are sold on a stock exchange, to the benefit of the Company, the apportionment at the proportion of subscribed amounts, among shareholders who have manifested, in the subscription list, their interest in subscribing the remainder of any shares. ARTICLE 12. The Company may grant stock option or subscription programs to its management, employees or individuals rendering services to the Company or company under its control, as resolved by the Board of Directors, provided that the plan approved by the General Meeting and applicable legal and regulating provisions are complied with, the shareholders preemptive rights not being applicable. ARTICLE 13. The Company may, by resolution of the Board of Directors, acquire its own shares to be held in treasury and subsequent disposal or cancellation, in compliance with conditions and requirements provided for in article 30 of the Brazilian Corporate Law and the applicable regulating provisions. CHAPTER III GENERAL MEETING ARTICLE 14. The General Meeting shall meet, on an ordinary basis, once a year, within the first four (04) months of each year, and, on an extraordinary basis, whenever social interests require so, when called pursuant to the Brazilian Corporate Law or to these Bylaws, and the Extraordinary and General Meetings may be simultaneously held. Paragraph One. The General Meeting s resolutions shall be taken by absolute majority vote, r provided for in the Brazilian Corporate Law and these Bylaws. egardless of the exceptions Paragraph Two. The General Meeting shall resolve only on issues of the agenda, regardless of the exemptions provided for in the Brazilian Corporate Law, which shall be included in the respective call notice, which shall be published at least three (3) times in the respective official press agency and in large circulation newspapers, at least fifteen (15) days in advance, including date, time and place of the General Meeting. Paragraph Three. At the General Meetings, the shareholders shall present to the Company, at least forty eight (48) hours in advance, in addition to the identity card and/or relevant corporate acts proving the legal representation, as the case may be: (i) a receipt issued by the bookkeeping institution at most five (5) days before the General Meeting; (ii) the power of attorney with the acknowledgement of signature of the grantor; and/or (iii) relatively to the shareholders taking part in the fungible custody of registered shares, the statements with the respective equity interest, issued by the appropriate body. Paragraph Four. The Minutes of the Meeting shall be: (i) drawn up in the book of Minutes of the General Meetings in the summary format of facts occurred, including the summarized indication of the vote of the attending shareholders, the blank votes and abstentions; and (ii) published with the omission of the signatures. ARTICLE 15. The General Meeting shall operate pursuant to law and shall be chaired by a presiding board chaired by the Chairman of the Board of Directors and have as secretary a shareholder chosen by the Chairman of the Meeting among the shareholders attending the meeting.

6 Sole Paragraph. In the absence of the Chairman of the Board of Directors, or of his alternate, the Chairman and the secretary of the presiding board shall be chosen among the shareholders attending the meeting. ARTICLE 16. Each common share entitles to one vote in the General Meeting s resolutions. ARTICLE 17. It shall be incumbent upon the General Meeting, in addition to attributions set forth in law, to: (a) elect and dismiss, at any time, the members of the Board of Directors and the Fiscal Council, when Instated (b) annually examine the Management s accounts and resolve on the financial statements submitted by them; (c) determine the global compensation of the members of the Board of Directors and Board of Executive Officers, as well as the compensation of the members of the Fiscal Council, when instated; (d) grant bonus in shares; (e) approve stock option or subscription programs to its management, employees or individuals rendering services to the Company or company under its control; (f) resolve, based on the Management s proposal, on the allocation of income for the year and distribution of dividends; (g) resolve on proposals of transformations, mergers, incorporations and splits of the Company, its dissolution and liquidation, appoint the liquidator, as well as the Fiscal Council that shall operate in the liquidation period; (h) resolve on the payment of profit sharing to the Company s Management and employees, pursuant to Article 46 of these Bylaws; (i) resolve on the Company s withdrawal from the New Market; and (j) choose the specialized company responsible for the preparation of the appraisal report determining the value of the Company s shares in the event of cancellation of the Company s publicly-held company registration or withdrawal from the New Market, as set forth in Chapter IX of these Bylaws, among firms submitted by the Board of Directors. Sole Paragraph. The Chairman of the General Meeting shall comply and enforce the provisions of any shareholders agreements filed with the Company s headquarters and shall refrain from computing votes against the content of such agreements. CHAPTER IV MANAGEMENT ARTICLE 18. The Company shall be managed by a Board of Directors and a Board of Executive Officers, and all members shall be individuals. The Board of Directors members shall be shareholders of the Company and the Executive Officers shall reside in the country and may be shareholders or not. ARTICLE 19. The Board of Directors members shall be elected by the Annual General Meeting and the Board of Executive Officers shall be elected by the Board of Directors. The term of office shall be of one (01) year for the Board of Directors and of three (03) years for the Board of Executive Officers. For both bodies, reelection is allowed. ARTICLE 20. The Board of Directors members and the Board of Executive Officers shall remain in the exercise of their positions until the election and investiture of their successors. ARTICLE 21. The members of the Board of Directors and the Executive Officers shall be invested in office by means of the signature of the respective agreement in the Books of Minutes of the Board of Directors or Board of Executive Officers, as applicable, waived any management guarantee, and by the prior subscription of the Instrument of Agreement of Managers mentioned in the New Market Listing Regulation. ARTICLE 22. The members of the Board of Directors and the Executive Officers shall be paid a monthly compensation, which shall be annually determined by the General Meeting, either on a global or individual basis. CHAPTER V BOARD OF DIRECTORS ARTICLE 23. The Board of Directors shall be comprised of at least five (05) and at most twelve (12) members, of which one shall be its Chairman and another its Vice Chairman. The remaining members shall exercise their positions as Board Members. Paragraph One. The term of office of the members of the Board of Directors shall be of one (01) year. Reelection is allowed.

7 Paragraph Two. At least twenty percent (20%) of the Board of Directors members shall be independent directors, as defined in Paragraph Three of this Article. When the application of the percentage above results in a fraction number of members, the rounding shall be made to a whole number: (i) immediately higher, if the fraction is equal or higher than five tenths (0.5); or (ii) immediately lower, if the fraction is lower than five tenths (0.5). Paragraph Three. For the purposes of these Bylaws, Independent Board Member is considered that who: (i) does not have any bond to the Company, except interest in the capital stock; (ii) is not a Controlling Shareholder (as defined in Article 47, Paragraph 1 of these Bylaws), spouse or relative up to the second degree, is not or has not been, in the last three (3) years, bond to the company or entity related to the Controlling Shareholder (except the persons bond to public education and/or research institutions); (iii) has not been, in the last three (3) years, an employee or officer of the Company, the Controlling Shareholder or company controlled by the Company; (iv) is not a direct or indirect supplier or purchaser of the Company s services and/or products, in an extent that implies loss of independence; (v) is not an employee or manager of a company or entity which is offering or demanding services and/or products to the Company; (vi) is not an spouse or relative up to the second degree of any manager of the Company; (vii) does not receive other compensation from the Company in addition to the one of board member (dividends coming from interest in the capital are excluded from this restriction). That who is elected by means of the provisions of article 141, paragraphs 4 and 5 of the Brazilian Corporate Law is also considered an Independent Board Member. The qualification as Independent Board Member shall be expressly declared in the minutes of the general meeting electing him. Paragraph Four. In case any shareholder wants to appoint one or more representatives to compose the Board of Directors who are not part of its last composition, this shareholder shall notify the Company, informing the name, qualification and complete resume of the candidates ARTICLE 24. The General Meeting shall resolve on the election of the Board of Directors members, and, among the elected members, shall appoint the Chairman of the Board of Directors, who, in his/her turn, shall appoint its Vice Chairman. ARTICLE 25. In the event of temporary impediments or vacancy in the position, the Chairman shall be replaced, until the subsequent Annual General Meeting, by the Vice Chairman, or in his/her absence, by the Board Member who has been acting as a member of the Board of Directors for the longer period of time. ARTICLE 26. In the event of temporary impediments or vacancy in the position of sitting member of the Board of Directors, the General Meeting shall be called to appoint the substitute. ARTICLE 27. It is incumbent upon the Board of Directors, in addition to the attributions set forth in law, as well as those included in these Bylaws, to: (a) determine the general guidance of the Company s businesses; (b) approve the Company s annual plan, setting objectives and programs for each functional area; (c) elect and dismiss the Company s Board of Executive Officers and inspect their management; (d) approve the Company s Internal Regulations, which shall set forth the functional and administrative structure; (e) grant licenses to its members and to Executive Officers; (f) resolve on the issuance of shares by the Company within the authorized capital limits referred to in Article 8 of these Bylaws, setting forth the conditions of the issuance, including price and payment term; (g) resolve on the exclusion or reduction of shareholders preemptive rights in capital increases or share subscription, debentures convertible into shares or subscription bonus, under the terms of Article 11, Paragraph One, of these Bylaws; (h) resolve on the issuance of subscription bonus, as provided for in Article 8, Paragraph One of these Bylaws, including on the exclusion or reduction of preemptive rights under the terms of Article 11, Paragraph One, of these Bylaws; (i) resolve on the acquisition of the Company s own shares to be held in treasury and/or subsequent disposal or cancellation; (j) resolve on the split or reverse split of shares representing the subscribed and fully paid-up capital stock; (k) resolve on the granting of stock option or subscription programs to its management, employees or individuals rendering services to the Company or company under its control, under the terms of Article 12 of these Bylaws, the shareholders preemptive right not being applicable; (l) call Annual and Extraordinary General Meetings; (m) express an opinion about the Management Report and the accounts of the Board of Executive Officers;

8 (n) resolve, ad referendum of the General Meeting, on dividends to be paid to shareholders, including interim dividends, to the account of existing retained earnings or profit reserves, as well as the interest se forth in article 46 herein. (o) resolve on the investments of the social funds, when required; (p) choose and dismiss independent auditors; ARTICLE 28. It shall be incumbent upon the Chairman of the Board of Directors, in addition to the attributions of its position, to: (a) coordinate the activities of the two bodies responsible for the Company s management; (b) call, on behalf of the Board of Directors, and chair the General Meeting; and (c) call and chair the Board of Directors meetings ARTICLE 29. It shall be incumbent upon the Vice Chairman of the Board of Directors, in addition to the attributions of its position, to: (a) replace the Chairman, in the event of impediment, vacancy or absence, under the terms of these Bylaws; (b) inspect the management of the Board of Executive Officers, examine, at any time, the Company s records and papers, request information about businesses, agreements and any other acts, practiced or to be practiced, in order to submit these matters to the Board of Directors deliberation. ARTICLE 30. The Board of Directors shall meet whenever called by the Chairman or by the Vice Chairman of the Board of Directors. Paragraph One. The Board of Directors meetings shall preceded by notice to its members by the Chairman at least eight (08) days in advance, by means of a letter with proof of receipt, and shall be instated with the attendance of at least fifty percent (50%) of its members in office, and the resolutions of the Board of Directors shall be taken by majority vote of those attending the meeting. Regardless of the call formalities set forth in this Article, those meetings at which all members of the Board of Directors are present or express their vote, including by means of teleconference, shall be considered duly called, provided that a written confirmation of the vote is delivered to the Company s headquarters on the date of the meeting. Paragraph Two. The meetings of the Board of Directors may be carried out by means of teleconference. Such participation shall be considered valid and, accordingly, shall have full effect, provided that the minutes are signed by all members attending the meeting. Paragraph Three. The meetings shall be chaired by the Chairman or his/her substitute and it shall be incumbent upon the Chairman of the Board of Directors the casting vote. Paragraph Four. All resolutions of the Board of Directors shall be recorded in minutes transcribed in the respective Registration Book of Meetings of the Board of Directors and signed by all the members attending the meeting. Paragraph Five. The instatement quorum for the Board of Directors meetings shall be at least three (3) members. The resolutions shall be taken by majority vote of the members attending the meeting. Paragraph Six. The Board of Directors, aiming at better performing its functions, may create committees or work groups with defined purposes, composed of persons from the management and/or other persons direct or indirectly related to the Company appointed by the Board. It shall be incumbent upon the Board of Directors the approval of the internal regulation of these committees or work groups possibly created. CHAPTER VI BOARD OF EXECUTIVE OFFICERS ARTICLE 31. The Board of Executive Officers shall be comprised of at most six (06) members, of whom one Chief Executive Officer, one Chief Financial Officer, one Investor Relations Officer, one Commercial Properties Officer, one Shopping Centers Officer and the remaining officers shall not have a specific title, with a term of office of three (03) years, reelection being allowed. ARTICLE 32. The Executive Officers, including the Chief Executive Officer, shall be elected and dismissed, at any time, by the Board of Directors, and the substitutes shall be appointed to complete the respective term of office of the replaced member.

9 ARTICLE 33. It shall incumbent upon the Board of Executive Officers, under the terms of the applicable statutory and legal provisions, the resolutions taken by the General Meeting, the competence of the Board of Directors and provisions of the Company s Internal Regulations, to: (a) the Company s management, pursuant to guidance provided by the Board of Directors; (b) direct and distribute services and tasks of the Company s internal administration; (c) direct and supervise the Company s bookkeeping; (d) prepare the Management Report, accounts and financial statements of the Company, for the Board of Directors examination and, subsequently, General Meeting s deliberation; (e) resolve on the opening or closure of branches, agencies, subsidiaries or controlled companies, facilities or departments of the Company in the country and abroad; (f) resolve on the acquisition, disposal, increase or reduction of interest in subsidiary or controlled companies in the country or abroad; and (g) Resolve on the acquisition of interest in other companies as well as to authorize associations and shareholders agreements. ARTICLE 34. It shall be incumbent upon the Chief Executive Officer, in addition to coordinating the action of the other Officers and conducting the execution of the activities related to the Company s general planning, and in addition to the functions, attributions and powers granted to him by the Board of Directors, and in compliance with the policy and guidance previously drawn by the Board of Directors: (a) to call and chair the meetings of the Board of Executive Officers; (b) to superintend the Company s management activities, coordinating and supervising the activities of the Board of Executive Officers members; (c) to coordinate the personnel, organizational, managerial, operational, financial and marketing policy of the Company; and (d) to attribute to the other Officers functions and attributions not specified in these Bylaws. ARTICLE 35. It shall be incumbent upon the Chief Financial Officer, in addition to the functions, attributions and powers granted to him by the Board of Directors, and in compliance with the policy and guidance previously drawn by the Board of Directors: (a) to coordinate and conduct the activities related to the Company s financial operations in accordance with the goals established; (b) to optimize and manage the Company s economic-financial information and results; (c) to control the compliance with the financial commitments concerning legal, administrative, budgetary, tax and contractual requirements of operations, interacting with the Company s bodies and with the involved parties; (d) to coordinate the implementation of the financial and managerial information systems; (e) to prepare the Company s financial statements and accounting to comply with the legal determinations and report to the Board of Directors; and (f) to exercise other functions or attributions determined, time to time, by the Chief Executive Officer. ARTICLE 36. It shall be incumbent upon the Investor Relations Officer: (a) to represent the Company before control bodies and other institutions operating in the capital markets where securities issued by it are admitted for trading; (b) to represent the Company before investors, providing the necessary information; (c) to monitor the compliance with the obligations provided for in these Bylaws by the Company s shareholders and report to the General Meeting and to the Board of Directors, when required, his conclusions, reports and diligences; (d) to take measures to keep updated the publicly-held company registration before the CVM; and (e) to exercise other functions or attributions determined, time to time, by the Chief Executive Officer. Sole Paragraph. The Investor Relations Officer position may be occupied concurrently with the Financial Officer position. ARTICLE 37. It shall be incumbent upon the Commercial Properties Officer:

10 (a) to coordinate the implementation, organize, negotiate and follow the development of projects in which the Company takes part, directly or indirectly, in the commercial lease segment; (b) to prospect, analyze and negotiate opportunities of investments and divestments for the Company, in accordance with the business plan approved by the Board of Directors; and (c) to exercise other attributions defined by the Board of Directors, assisting, whenever necessary, the Chief Executive Officer and the other Officers. ARTICLE 38. It shall be incumbent upon the Shopping Centers Officer: (a) to coordinate the implementation, organize, negotiate and follow the development of projects in which the Company takes part, directly or indirectly, in the shopping centers segment; (b) to prospect, analyze and negotiate opportunities of investments and divestments for the Company in accordance with the business plan approved by the Board of Directors; and (c) to exercise other attributions defined by the Board of Directors, assisting, whenever necessary, the Chief Financial Officer and the other Officers. ARTICLE 39. It shall be incumbent upon the Officers with no specific designation, in addition to the functions, attributions and powers granted to them by the Board of Directors, and, in compliance with the policy and guidance previously drawn by the Board of Directors, to exercise other functions or attributions determined, time to time, by the Chief Executive Officer. ARTICLE 40. The Board of Executive Officers meetings shall be preceded by notice to all members by the Chief Executive Officer and carried out with the attendance of at least two (02) Officers. The resolutions shall be taken by majority vote of those attending the meeting, and it shall be incumbent upon the Chief Executive Officer the casting vote. ARTICLE 41. It shall be incumbent upon the following Executive Officers to represent the Company in all acts involving obligations or responsibilities, as follows: (a) the Chief Executive Officer, jointly with one (01) Officer, including in signing checks and/or agreements of all and any amount; (b) (c) (d) (e) two (02) Officers, jointly with one (01) attorney-in-fact; one (01) single Officer, jointly with two (02) attorneys-in-fact; three (03) attorneys-in-fact, jointly; one (01) single attorney-in-fact, severally, for court purposes, including cases in which rendering a personal deposition is required; (f) (g) one (01) attorney-in-fact, severally, in the circumstances referred to in the Sole Paragraph of this Article; and four (04) attorneys-in-fact, jointly, in specific cases expressly determined in a power of attorney. Sole Paragraph. In granting the powers of attorney referred to in items "b" and "g" above, the Company shall be represented, necessarily, by the Chief Executive Officer, jointly with any Officer, and the acts and operations for which powers have been granted, as well as the maturity period of the powers of attorney, shall be specified. The maturity period of powers of attorney for court purposes may be indeterminate. CHAPTER VII FISCAL COUNCIL ARTICLE 42. The Company s Fiscal Council will not operate permanently, with powers and attributions granted by the law. It will only be instated by means of call of the shareholders. Paragraph One. The Company s Fiscal Council, when instated, shall be comprised of three (3) sitting members and the same number of alternate members, with a unified term of office of one (1) year. Reelection is allowed.

11 Paragraph Two. The investiture in the positions will take place by means of an instrument drawn up in the Book of Minutes and Reports of the Company s Fiscal Council, signed by the Fiscal Council member invested in office, and by the previous subscription of the Instrument of Agreement of the Fiscal Council Members mentioned in the New Market Listing Regulation. Paragraph Three. In the event of vacancy in the position of Fiscal Council member, the respective alternate member will take his place; if there is not alternate member, the General Meeting will be called to elect a member for the vacant position. CHAPTER VIII FISCAL YEAR, FINANCIAL STATEMENTS AND DIVIDENDS ARTICLE 43. The fiscal year shall have a duration of one year, beginning on January 1 and ending on December 31 of each year. Sole Paragraph. At the end of each fiscal year, the Board of Executive Officers will arrange for the preparation of the Company s financial statements, in compliance with the pertinent legal principles and the New Market Listing Regulation. ARTICLE 44. Jointly with the financial statements for the year, the Board of Directors will present to the Annual General Meeting the proposal about the allocation of the net income for the year, calculated after the profit sharing referred to in Article 190 of the Brazilian Corporate Law, adjusted for purposes of calculation of dividends pursuant to Article 202 of the same law, in compliance with the following order of deduction: (a) five percent (5%) will be aimed at any allocation, in the constitution of the legal reserve, which will not exceed twenty percent (20%) of the capital stock. In the year in which the legal reserve added by the amount of capital reserves, mentioned in paragraph 1 of article 182 of the Brazilian Corporate Law, exceeds thirty percent (30%) of the capital stock, the allocation of part of the net income for the year to the legal reserve will not be mandatory; (b) a portion, by proposal of the management bodies, may be aimed at the formation of a reserve for contingencies and reversal of the same reserves formed in previous years, pursuant to article 195 of the Brazilian Corporate Law; (c) a portion will be aimed at the payment of the mandatory minimum annual dividend to shareholders, in compliance with the provisions of the sole paragraph of this article; (d) in the year in which the amount of the mandatory dividend, calculated pursuant to the sole paragraph of this article, exceeds the realized portion of the income for the year, the General Meeting may, by proposal of the management bodies, allocate the excess to the constitution of the reserve of unrealized profits, in compliance with the provisions of article 197 of the Brazilian Corporate Law; (e) a portion, by proposal of the management bodies, may be retained based on the capital budget previously approved, pursuant to article 196 of the Brazilian Corporate Law; (f) the Company will maintain the statutory profit reserve called Expansion Reserve whose purpose is to ensure the availability of funds to finance additional uses of the working and fixed capital and the expansion of the social activities of the Company and its subsidiaries and associated company, which shall be constituted by up to one hundred percent (100%) of the remaining net income balance after the legal and statutory deductions and whose balance, added to the balances of the other profit reserves, except the unrealized profit reserve for contingencies, may not exceed one hundred percent (100%) of the Company s subscribed capital stock; and (g) the balance will have the allocation given by the General Meeting, in compliance with the legal principles, and any profit retention for the year by the Company shall be mandatorily followed by a capital budget proposal previously approved by the Board of Directors. Should the balance of profit reserves exceed the capital stock, the General Meeting will resolve on the application of the excess in the payment or in the capital stock increase or, also, in the distribution of dividends to shareholders. Sole Paragraph. Shareholders are ensured the right to receive an annual mandatory dividend no lower than twenty five percent (25%) of the net income for the year, less or plus the following amounts: (i) amount aimed at the constitution of the legal reserve; (ii) amount aimed at the formation of the reserve for contingencies and reversal of the same reserves formed in previous years; and (iii) amount resulting from the reversal of the unrealized profit reserve formed in previous years, pursuant to article 202, subsection II of the Brazilian Corporate Law.

12 ARTICLE 45. The Company shall distribute, in each fiscal year, as mandatory dividends, at least twenty-five percent (25%) of the adjusted net income, computed as provisions in Article 202 of the Brazilian Corporate Law. Paragraph One. The Board of Directors, pursuant to prevailing legislation, may pay or credit interest on own capital to shareholders, which may be imputed to the statutory dividend amount, adding such amount to the dividend amount distributed by the Company for all legal effects. Paragraph Two. The Company may draw up semi-annual balance sheets, or balances sheets for shorter periods, and declare and distribute, upon the Board of Directors deliberation by referendum of the General Meeting, dividends or interest on own capital to the account of the profit as determined in such balance sheets, provided that the total dividends paid in each semester of the fiscal year does not exceed the legal reserves amount as set forth in Paragraph One of article 182 of the Brazilian Corporate Law. ARTICLE 46. Pursuant to article 190 of the Brazilian Corporate Law, the Annual General Meeting that approves the accounts of the fiscal year may determine the distribution of up to ten percent (10%) of the income for the year, after the adjustments referred to in article 189 of the Brazilian Corporate Law, to the Company s management and employees, as profit sharing. Paragraph One. The granting of profit sharing to the Management and employees shall occur only in the fiscal year in which the payment of mandatory minimum dividends to shareholders is assured, as set forth in Article 45 of these Bylaws. Paragraph Two. It shall be incumbent upon the Board of Directors to determine the criteria for granting profit sharing to the Management and employees. CHAPTER IX DISPOSAL OF THE SHARE CONTROL, CANCELLATION OF PUBLICLY-HELD COMPANY REGISTRATION AND WITHDRAWAL FROM THE NEW MARKET OF THE SÃO PAULO STOCK EXCHANGE BOVESPA ARTICLE 47. The sale of Control (as defined in Paragraph 1 of this Article) of the Company, directly or indirectly, both by means of a single operation and by means of successive operations, shall be contracted under the suspensive or resolutory condition, that the buyer assumes to bring into effect, under terms and conditions regulated by prevailing legislation and BOVESPA s New Market Listing Regulations, a public tender offer for the other shares of other Company s shareholders, in such manner to ensure them an equal treatment to that given to the seller of the Control. Paragraph One. For the purposes of these Bylaws, the terms in capital letters will have the following meanings: Acquiring Shareholder means any person, including, without limitation, any individual or legal entity, investment fund, joint ownership, securities portfolio, universality of rights, or other form of organization, domiciled or headquartered in Brazil or abroad, or Group of Shareholders.. Control (as well as its related terms, Control Power, Controlling Shareholder, under Common Control or Subsidiary ) means the power effectively used to conduct the social activities and guide the operation of the Company s bodies, directly or indirectly, de jure, de facto. There is an assumption related to the ownership of Control concerning the person or group of persons bond by a shareholders agreement or under common control ( control group ) who is the holder of shares ensuring the absolute majority vote of shareholders attending the last three general meetings of the Company, even if he/she is not a holder of shares ensuring him/her the absolute majority of the voting capital. Diffuse Control means the Control Power exercised by a shareholder holding less than fifty percent (50%) of the capital stock. It also means the Control Power when exercised by a set of shareholders holding a percentage higher than fifty percent (50%) of the capital stock, in which each shareholder individually holds less than fifty percent (50%) of the capital stock, and as long as these shareholders are not signatories of vote agreement, are not under common control neither represent a common interest. Group of Shareholders means the group of two or more persons who are (a) bond by contracts or agreements of any nature, including shareholders agreements, oral or written ones, directly or by means of Subsidiaries, Parent companies or companies under common control; or (b) among which there is a Control relation, directly or indirectly; or (c) which are under Common control; or (d) which operate representing one common interest. The following persons are included among the examples of persons representing a common interest (i) one person who holds, directly or indirectly, an equity interest equal or higher than fifteen percent (15%) of the capital stock of another person; and (ii) two persons who have a third investor in common who holds, directly or indirectly, an equity interest equal or higher than fifteen percent (15%) of the capital stock of the two persons. Any joint ventures, investment funds or clubs, foundations, associations, trusts, joint ownership, cooperatives, securities portfolios, universality of rights or any other forms of organization or development, established in Brazil or abroad, will be considered part of

13 the same Group of Shareholders whenever two or more among these entities: (a) are administrated or managed by the same legal entity or by parties related to the same legal entity; or (b) have in common the majority of its managers. Paragraph Two. Should the Control acquisition also subject the acquirer of the Control to the obligation of carrying out a Public Offering of Shares required pursuant to Article 50 of these Bylaws, the acquisition price will be the highest among the prices determined in conformity with this Article 47 and Article 50, Paragraph 2 of these Bylaws. Paragraph Three. The Selling Controlling Shareholder(s) or Group of Controlling Shareholders may not transfer the ownership of his/her ( their) shares, and the Company shall not transfer the ownership of any shares to the acquirer or to that (those) to hold the Control Power, while they do not subscribe the Instrument of Agreement of Controlling Shareholders mentioned in the New Market Listing Regulation. Paragraph Four. No Shareholders Agreement about the exercise of the Control Power may be registered at the Company s headquarters without the subscription by its signatories of the Instrument of Agreement referred to in Paragraph 3 of this Article. ARTICLE 48. The public offering referred to in the previous Article shall also be carried out: (a) in the events in which there is onerous assignment of rights of share subscription and other securities or rights related to securities convertible into shares, which shall result in the disposal of the Company s Control; and (b) in the event of disposal of Control of the company which holds the Company s Control Power. In this assumption, the selling Controlling Shareholder shall undertake to declare to BOVESPA the amount attributed to the Company in this disposal of its control, attaching the documentation proving this amount. ARTICLE 49. The shareholder who already holds shares of the Company and who shall acquire its Control Power due to a private purchase and sale agreement entered into with the Controlling Shareholder or Group of Controlling Shareholders, comprising any number of shares, shall undertake to: (a) (b) carry out the public tender offer referred to in Article 47 of these Bylaws; reimburse the shareholders from whom he/she has bought shares on a stock exchange in the six (06) months prior to the Acquisition Date of the Shares representing the Company s Control, to whom he/she shall pay the difference between the price paid to the Selling Controlling Shareholder and the amount paid on a stock exchange for the Company s shares in this period, duly restated by the positive variation of the Extended Consumer Price Index IPCA ( IPCA ) up to the payment; (c) take the capable measures to recompose the minimum percentage of twenty five percent (25%) of the Company s total outstanding shares, within six (6) months following the Control acquisition. ARTICLE 50. Any Acquiring Shareholder who acquirers or becomes holder of shares issued by the Company, in an amount equal or higher than fifteen percent (15%) of the total shares issued by the Company, shall, within sixty (60) days at most counted from the acquisition date or the event which resulted in the ownership of shares in an amount equal or higher than fifteen percent (15%) of the total shares issued by the Company, carry out or require the registration of, as the case may be, a public offering for acquisition of the total shares issued by the Company ( OPA ), in compliance with the provisions in the applicable regulation of the CVM, the New Market Listing Regulation, other regulations of BOVESPA and pursuant to this Article. Paragraph One. The OPA shall be: (i) indistinctly aimed at all shareholders of the Company; (ii) carried out in an auction to be held on BOVESPA; (iii) launched by the price determined in accordance with the provisions of Paragraph 2 of this Article; and (iv) paid in cash, in domestic currency, against the acquisition in the OPA of shares issued by the Company. Paragraph Two. The acquisition price in the OPA of each share issued by the Company may not be lower than the highest amount between (i) one hundred twenty five percent (125%) of the highest unit quotation reached by the shares issued by the Company during the period of twelve (12) months prior to the OPA in any stock exchange in which the Company s shares are traded; (ii) one hundred twenty five percent (125%) of the highest unit price paid by the Acquiring Shareholder, at any time, for a share or lot of shares issued by the Company; and (iii) the economic value ascertained in an appraisal report.

14 Paragraph Three. The performance of the OPA mentioned in the caput of this Article will not exclude the possibility of another shareholder of the Company or, if the case may be, the Company itself, carrying out a concurrent OPA, pursuant to the applicable regulation. Paragraph Four. The Acquiring Shareholder will undertake to meet possible requests or requirements of the CVM, formulated based on the applicable legislation, related to the OPA, within the maximum terms prescribed in the applicable regulation. Paragraph Five. In the assumption the Acquiring Shareholder does not comply with the liabilities mentioned in this Article, also concerning the compliance with maximum terms (i) for the performance or request of the OPA registration; or (ii) for the compliance with possible requests or requirements of the CVM, or with the obligations provided for in Article 58 of these Bylaws, the Company s Board of Directors will call the Extraordinary General Meeting, in which the Acquiring Shareholder may not vote, to resolve on the cancellation of the exercise of the rights of the Acquiring Shareholder who did not comply with any obligation imposed by this Article, pursuant to the provisions of Article 120 of the Brazilian Corporate Law, without loss of the responsibility of the Acquiring Shareholder for losses and damages caused to the other shareholders due to the non-compliance with the obligations imposed by this Article. Paragraph Six. Any Acquiring Shareholder who acquirers or becomes holder of other rights, including beneficial ownership or trust, on the shares issued by the Company in an amount equal or higher than fifteen percent (15%) of the total shares issued by the Company, equally undertakes to, within sixty (60) days at most counted from the date of this acquisition or the event which resulted in the ownership of these rights on the shares in an amount equal or higher than fifteen percent (15%) of the total shares issued by the Company, make or require the registration, as the case may be, pursuant to this Article. Paragraph Seven. The provisions in this Article are not applicable if a person becomes holder of shares issued by the Company in an amount higher than fifteen percent (15%) of the total shares issued by it due to: (i) the legal succession, under the condition that the shareholder sells the excess of shares within sixty (60) days counted from the material event; (ii) the merger of another company the Company; (iii) the merger of shares of another company by the Company; or (iv) the subscription of the Company s shares, carried out in a single primary issuance which has been approved at a Shareholders General Meeting of the Company, called by its Board of Directors, and whose capital increase proposal has determined the issuance price of shares based on the economic value obtained from the Company s economic-financial appraisal report carried out by an specialized company with proved experience in the appraisal of publicly-held companies. Paragraph Eight. For the purposes of calculation of the percentage of fifteen percent (15%) of the total shares issued by the Company described in the caput of this Article, involuntary additions of equity interest resulting from the cancellation of treasury shares or from the Company s capital stock reduction with the cancellation of shares will not be computed. Paragraph Nine. Should CVM regulation applicable to the OPA provided for in this Article determine the adoption of a calculation criterion for the determination of the acquisition price of each share of the Company in the OPA, which results in an acquisition price higher than that set forth pursuant to Paragraph 2 of this Article, that acquisition price calculated pursuant to the CVM regulation shall prevail in the execution of the OPA provided for in this Article. Paragraph Ten. Any amendment to these Bylaws that limits the right of shareholders to the execution of the OPA provided for in this Article or the exclusion of this Article will obligate shareholders who have voted for such amendment or exclusion in the resolution at the General Meeting, to carry out, jointly and severally, the OPA provided for in this Article. ARTICLE 51. In the event of public offering for acquisition of shares carried out by the Controlling Shareholders, Group of Controlling Shareholders or by the Company with a view at the cancellation of the Company s publicly-held company registration, the minimum price to be offered shall correspond to the economic value determined in an appraisal report, pursuant to Article 55 of these Bylaws. ARTICLE 52. If shareholders attending the Extraordinary General Meeting resolve on the Company s delisting from the New Market, the Controlling Shareholder(s) or group of Controlling Shareholders of the Company shall prepare a public offering for acquisition of shares either because the delisting took place for trading the shares out of the New Market, or because of the corporate reorganization in which the Company s shares resulting from this reorganization are not admitted for trading in the New Market, in compliance with the applicable legislation and rules in the New Market Listing Regulation. The minimum price to be offered shall correspond to the economic value determined in an appraisal report, pursuant to Article 55 of these Bylaws. The news of the execution of the public offering shall be informed to BOVESPA and disclosed to the market immediately after the Company s General Meeting which approved the referred delisting or reorganization, as the case may be. ARTICLE 53. In the assumption of having the Diffuse Control: