ANNUAL AND EXTRAORDINARY GENERAL MEETING HELD ON APRIL 29 th, 2008.

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1 BRASIL BROKERS PARTICIPAÇÕES S/A Authorized Capital Publicly-Held Company Corporate Taxpayers ID (CNPJ/MF) no / Corporate Registry (NIRE) no ANNUAL AND EXTRAORDINARY GENERAL MEETING HELD ON APRIL 29 th, Annual and Extraordinary General Meeting of Brasil Brokers Participações S.A., held on April 29 th, 2008, recorded in the form of summary, according to Article 7 of the Company s Bylaws: 1. DATE, TIME AND PLACE: On April 29 th, 2008, at 10:30 a.m., at the Hotel Intercontinental, located at Avenida Prefeito Mendes de Moraes, no. 222, in the City and state of Rio de Janeiro. 2. AGENDA: In the ANNUAL GENERAL MEETING: (i) To take the,management s accounts, to examine, discuss and vote the Management Report and the Financial Statements regarding the fiscal year ended on December 31 st, 2007, accompanied by the independent auditors report; (ii) To deliberate upon the allocation of the Company s income calculated on the fiscal year 2007; (iii) To elect the members of the Board of Directos; and (iv) To set the compensation limit of the Company s Management; and in the EXTRAORDINARY GENERAL MEETING: (sole item) To approve the acquisition, by the Company, of the corporate interest in the Companies JAIRO ROCHA EMPREENDIMENTOS E NEGÓCIOS IMOBILIÁRIOS S.A., with its headquarters located in the City of Recife, State of Permanbuco; JGM CONSULTORIA IMOBILIÁRIA S.A., with its headquarters located in the City of Brasília, Distrito Federal; MARCOS KOENIGKAN CONSULTORIA IMOBILIÁRIA S.A., with its headquarters located in the City of Brasília, Distrito Federal; FREMA CONSULTORIA DE IMÓVEIS LTDA., with its headquarters located in the City of São Paulo, State of São Paulo; REDENTORA CONSULTORIA IMOBILIÁRIA S.A., with its headquarters located in the City of São José do Rio Preto, State of São Paulo; and POINTER IMÓVEIS S.A., with its headquarters located in the City of Vitória, State of Espírito Santo, pursuant to Article 256, item I of the Brazilian Corporate Law (6.404/76), which establishes the need to approval by the purchaser s General Meeting, to the acquisition representing relevant investment, in accordance with criteria determined by Article 247, sole paragraph, of the said law. 3. CALL: Notice published pursuant to Article 124, Law no /76, on the Official Gazette of the State of Rio de Janeiro, Part V, in the editions of April 14 th, 2008 (page 35), April 15 th, 2008 (page 27) and April 16 th, 2008 (page 25), and on the Newspaper Valor Econômico, in the editions of April 14 th, 2008 (page B-4), April 15 th, 2008 (page A-12) and April 16 th, 2008 (page C-8). 1

2 4. ATTENDANCE: The shareholders of BRASIL BROKERS PARTICIPAÇÕES S.A. representing 58.93% (fifty-eight point ninety-three percent) of the total voting capital of the Company attended de meeting, according to records and signatures on the Shareholder Attendance Record Book, in addition to Mr. Álvaro Luiz Lisboa Barata Soares, Financial, Control and Investor Relations Officer, and Mr. Eduardo José Ramón Leverone, Professional ID (CRC) no. RJ /O, representative of the Independent Auditors, according to the Company s Bylaws. 5. PRESIDING BOARD: Chairman, Mr. Álvaro Luiz Lisboa Barata Soares and Secretary, Mr. Carlos Flexa Ribeiro. 6. RESOLUTIONS: After discussion and voting, the attending shareholders, abstaining from voting the shareholder indicated on item 7 of this minutes, decided: In Annual General Meeting: (i) To approve, by unanimous vote and without reservations, the Management Report, the Balance Sheet and the Financial Statements regarding the fiscal year ended on , accompanied by the report of the Independent Auditors. The chairman of the Meeting informed that these documents were already known by the Shareholders and were fully published in the Official Gazette of the State of Rio de Janeiro, Part V, in the editions of March 25 th, 2007 (page 87, 88 and 89) and in the newspaper Valor Econômico, in the editions of March 25 th, 2006 (page C-6), in accordance with Article 133, Law no /76. After the reading of such documents was waived, once they were fully known by the Shareholders, said documents were subjected to discussion and voting; finally, they were approved by unanimous vote, as abovementioned. (ii) To approve, by unanimous vote, according to proposal of the Management contained on the Financial Statements approved on and published on , the allocation of income for the fiscal year ended on to the Accrued Losses account. (iii) To elect, by unanimous vote, the following members for Company s Board of Directors, all of them with unified term of office of 01 (one) year; in other words, until the Company s Annual General Meeting, which shall deliberate upon the accounts of the fiscal year to be ended on : Mr. NEY PRADO JUNIOR, Brazilian citizen, married according to the partial property ruling, business manager, resident and domiciled at Estrada da Gávea, no. 681, Bl. 2, Apto , São Conrado, City of Rio de Janeiro, State of Rio de Janeiro, Identity Card (RG/IFP/RJ) no , Individual Taxpayer s ID (CPF/MF) , as Chairman of the Board of Directors and, as Board 2

3 Members, Mr. SÉRGIO NEWLANDS FREIRE, Brazilian citizen, married, business manager, resident and domiciled at Avenida Aquarela do Brasil, no. 333, Bl. 3, Apto , São Conrado, City of Rio de Janeiro, State of Rio de Janeiro, Identity Card (RG/IFP/RJ) no , Individual Taxpayer s ID (CPF/MF) no ; JOÃO FELIPE CARSALADE, Brazilian citizen, married, businessman, resident at Avenida Borges de Medeiros, no , Apto. 101, Lagoa, City of Rio de Janeiro, State of Rio de Janeiro, Identity Card (RG/IFP/RJ) no , Individual Taxpayer s ID (CPF/MF) no ; JOSÉ ANTONIO TORNAGHI GRABOWSKY, Brazilian citizen, married, businessman, resident and domiciled at Avenida Professor Mendes de Morais, no. 990, Apto , São Conrado, City of Rio de Janeiro, State of Rio de Janeiro, Identity Card (RG/IFP/RJ) no , Individual Taxpayer s ID ( CPF/MF ) no and, as an independent member of the Company s Board of Directors, to all purposes and effects of the 2 nd Paragraph, Article 10 of the Company s Bylaws, Mr. NELSON LUIZ COSTA SILVA, Brazilian citizen, married, businessman, resident and domiciled at Neathouse Place, London SW1V 1BH, United Kingdom, Identity Card (RG/SSP/SP) , Individual Taxpayer s ID (CPF/MF) no The board members shall be invested in office by means of signature of the corresponding Investiture and Declaration Instrument, pursuant to Article 147, 4 th Paragraph, and Article 149,Law no /76 and according to CVM Instruction no. 367/2002; in this occasion, they shall declare that they are not impeded, incapacitated or liable due to any crime provided for in law, which may render them ineligible as a member of the Company s Board of Directors. (iv) The setting of the overall and monthly compensation of the Company s Management in up to R$ 200, (two hundred thousand Brazilian Reais) was approved by unanimous vote; the Board of Directors shall be responsible for establishing, in the Board of Directors Meeting specially called to such purpose, the individual compensation amounts to the Board members and Officers. In Extraordinary General Meeting: (Sole item) After presentation of details regarding the acquisitions and examination of the evaluation reports prepared by the company Z3M Planejamento Ltda., the acquisition of the shares representing the totality of the capital stock of the following companies was approved by unanimous vote and in order to meet the requirement established by Article 256, item I, Law no /76: JAIRO ROCHA EMPREENDIMENTOS E NEGÓCIOS IMOBILIÁRIOS S.A., with its headquarters located in the City of Recife, State of Permanbuco; JGM CONSULTORIA IMOBILIÁRIA 3

4 S.A., with its head office located in the City of Brasília, Distrito Federal; MARCOS KOENIGKAN CONSULTORIA IMOBILIÁRIA S.A., with its headquarters located in the City of Brasília, Distrito Federal; FREMA CONSULTORIA DE IMÓVEIS LTDA., with its headquartes located in the City of São Paulo, State of São Paulo; REDENTORA CONSULTORIA IMOBILIÁRIA S.A., with its headquarters located in the City of São José do Rio Preto, State of São Paulo; and POINTER IMÓVEIS S.A., with its headquarters located in the City of Vitória, State of Espírito Santo (jointly referred to as Subsidiary Companies ), according to the prices and conditions indicated in the corresponding Sale and Purchase Agreements signed by the Company and by the corresponding sellers, which essential terms are the ones contained on the Material Facts disclosed by the Company on , , , and As a consequence of these acquisitions, the Company shall hold the totality of shares or quotas representing the capital stock of the Subsidiary Companies, which develop the activity of realty mediation in the regions abovementioned. Considering the approval of the acquisition of the Subsidiary Companies, as well as the evaluation report prepared by the company Z3M Planejamento Ltda., the right to withdraw is granted to the eventually dissident shareholders regarding this deliberation, by means of reimbursement of the value of the shares they hold in the Company, pursuant to Article 137, Law no /76, once it regards control purchase of mercantile companies by the Company; such prices constitute a material investment, pursuant toarticle 256, subsection I of the said law. Such right to withdraw shall be valid only to those who were shareholders of the Company on March 12 th, 2008, date of negotiation closure and disclosure of the last material fact concerning the acquisition of the Subsidiary Companies, for the price of R$ (one hundred and eighty Brazilian Reais and nineteen centavos) per share, determined based on the book value ofcommon shares issued by the Company, according to balance sheet as of December 31 st, The term to the exercise of the right to withdraw shall be begin on the date of publication of these minutes in the newspapers VALOR ECONÔMICO and OFFICIAL GAZETTE OF THE STATE OF RIO DE JANEIRO. 7. VOTE ABSTENTIONS: The shareholder JAPAN TRUSTEE SERVICES BANK, LTD., AS TRUSTEE FOR THE SUMITOMO TRUST & BANKING CO., LTD. AS TRUSTEE FOR MORGAN STANLEY GLOBAL EMERGING MARKETS EQUITY MOTHER FUND refrained from voting the matters presented by items (iii) and (iv) of the Annual General Meeting. 4

5 8. PRESENT SHAREHOLDERS: RICARDO CABRAL ABREU; PLÍNIO AUGUSTO DE SERPA PINTO; ALEXANDRE COSTA FONSECA; ARIOVALDO DA SILVA ROCHA FILHO; FRANÇOIS PEREIRA AMORIM; PDG REALTY S.A. EMPREENDIMENTOS E PARTICIPAÇÕES; MILTON GOLDFARB; PAULO CESAR PETRIN; GUSTAVO JOSÉ TORRES DE BRITO; LUIZ AUGUSTO AMOEDO AMOEDO; ANGELA NERLY PEREIRA; JORGE AFIF CURY FILHO; MARCELO SILVA PEREIRA; CRISTIANO MOTTA DA CRUZ; LUIZ EDUARDO HAUS SUKIENIK; RICARDO PITCHON; PAULO ROBERTO DIAS SARDENBERG; FERNANDO ALVES DE OLIVEIRA; TÚLIO ALVES SANTOS; RAFAEL DOS SANTOS SELVA; MARCELO LOUZADA DE MATTOS; PAULO ROBERTO DA COSTA; CARLOS EDUARDO CUNHA LIMA; AGUINALDO DEL GIUDICE; FERNANDO DE MELO MORAES; MARLEI FELICIANO; ALEXANDRE GRIBEL HOMEM DE CASTRO; BERNARDO BARTHOLDY GRIBEL; EDUARDO ELIAS SAUMA RESK FILHO; ANTÔNIO CARLOS DA COSTA; ELIZABETH CRISTINA DA COSTA; MARIA LUCI DA COSTA; MARILÚCIA DAHER DA COSTA; VALONI ADRIANO PROCÓPIO; WASHINGTON DOS SANTOS ROSA; LUCINÉIA DAVANÇO DE CARVALHO SOUTO; ROCKEFELLER BROTHERS FUND, INC.; LAUDUS INTERNATIONAL MARKETMASTERS FUND; THE KRESGE FOUNDATION; WHITE ELM CAPITAL PARTNERS, LP; THE PENSION RESERVES INVESTMENT MANAGEMENT BOARD; RUSSELL INVESTMENT COMPANY EMERGING MARKETS FUND; CENTRAL STATES SOUTHEAST AND SOUTHWEST AREAS PENSION FUND; SAN DIEGO COUNTY EMPLOYEES RETIREMENT ASSOCIATION; INTERNATIONAL BANK FOR RECONSTRUNCTION AND DEVELOPMENT, AS TRUSTEE FOR THE STAFF RETIREMENT PLAN AND TRUST/RETIRES STAFF BENEFIT PLAN AND TRUST; WELLINGTON MANAGEMENT PORTFOLIO (DUBLIN) PLC; ALPINE INTERNATIONAL REAL ESTATES EQUITY FUND; WELLINGTON TRUST N.A.; RREEF GLOBAL (EX-AUSTRALIA) PROPERTY SECURITIES SUB TRUST; JAPAN TRUSTEE SERVICES BANK, LTD., AS TRUSTEE FOR THE SUMITOMO TRUST & BANKING CO., LTD., AS TRUSTEE FOR MORGAN STANLEY GLOBAL EMERGING MARKETS EQUITY MOTHER FUND; RUSSELL INVESTMENT COMPANY PUBLIC LIMITED COMPANY; T. ROWE PRICE INTERNATIONAL FUND: T. ROWE PRICE LATIN AMERICA FUND; and JOHN HANCOCK TRUST GLOBAL REAL ESTATES TRUST. 9. CLOSURE: There was nothing else to be discussed, the Meeting was adjourned; the present minutes were drawn up and, after being read and found in compliance, were duly signed by the attending shareholders who authorized its publication with omission of signatures, pursuant to Article 130, 2 nd Paragraph, Law no /76. Rio de Janeiro, April 29 th, This is an English translation of the Minutes drawn up at the Company s records. Álvaro Luiz Lisboa Barata Soares Chairman Carlos Flexa Ribeiro Secretary 5