Trading Policy

I. GOALS

1.1 The purpose of this securities trading policy of RNI Negócios Imobiliários S.A. is to set forth the procedures to be observed in negotiating securities issued by RNI Negócios Imobiliários S.A. in order to prevent any disputes regarding the undue use of information concerning Material Fact, as defined hereunder, not disclosed to the investors.

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II. DEFINITIONS

2.1 The definitions adopted in this securities trading policy of RNI Negócios Imobiliários S.A. shall be construed as follows:

Controlling

shareholder or group of shareholders bound by a shareholders

Shareholders

agreement or under common control, exercising the Company Control Power in a centralized or diffused manner.

Directors

members of the board of directors or executive officers acting ontheir behalf or on behalf of the Company.

Bovespa

São Paulo Stock Exchange

Company

RNI Negócios Imobiliários S.A.

Counselors

members of the statutory audit committee and of any agency withtechnical or consulting duties that may be created by a provision inthe articles of
incorporation.

Diffuse Control

implies the Control Power exercised by a shareholder holding lessthan 50% (fifty per cent) of the capital stock, as well as by a groupof
shareholders not subscribing the vote agreement and that are notunder common control nor acting to represent common interest, asdefined
in the Listing Regulation of the Bovespa New Market.

CVM

Securities Commission

Material Fact

any (i) decision by the controlling shareholders, should there be acontrol group set forth by contract or legal provision or, yet, in caseof
exercising Diffuse Control; (ii) deliberation of the shareholders’meeting or the board of directors meeting; or (iii) any otherpolitical-administrative,
technical, negotiating or economic-financialact or fact having taken place or concerning the Company’s businessthat may considerably influence
the quotation of securities issued bythe Company or be used as reference by investors deciding to buy,sell or keep the said securities, or influence
the decision by investors to exercise any rights intrinsic to the condition of holder ofsecurities issued by the Company or which may be used asreference.

Instruction 358

Instruction nº 358, edited on January 3, 2002 by the SecuritiesCommission pursuant to further amendments.

Related Persons

Controlling Shareholders, Directors, Counselors, members of anyagencies with technical and consulting duties, created by a provisionin the articles
of incorporation, or anyone who, because of his/heroffice, duty or position in the Company, its controlling company, its controlled or associated
companies may come to know relevantinformation.

Control Power

Power effectively used to guide social activities and the work of theCompany’s agencies, whether directly or indirectly, in fact or byright, as defined
in the Listing Regulation of the Bovespa NewMarket.

TradingPolicy

this Trading Policy of Securities issued by the Company.

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III .ADHESION

3.1 All Related Persons shall adhere to the Trading Policy by subscribing the appropriate term of adhesion in annex I.

3.2 The terms of adhesion executed shall be filed at the Company’s main office for a period of at least 5 (five) years after the termination of the existing relation betweenthe subscribers thereof.

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IV. BANS ON NEGOTIATION

4.1 Non-negotiation periods

4.1.1 The Related Persons and the Company shall not carry out any type of negotiation of securities issued by the Company, regardless of the existence of a Material Fact to be disclosed by the Company, in the following periods:

a) within 15 (fifteen) days before the disclosure of the Company’s quarterly (ITR) and annual (DFP) information; and

b) within the period between the decision taken by the Company’s Board of Directors to raise the Company’s capital stock; distribute dividends, bonuses in actions or its derivatives or unfoldings and the publishing of the respective public notices or advertisements.

4.1.2 The Directors or Counselors of the Company, as well as of its controlled and associated companies, are hereby authorized to purchase shares issued by the Company within the period referred to in item 4.1.1 (a) hereinbefore, provided that the said purchase be carried out pursuant to the investment plan approved by the Company and the following requirements be fulfilled:

a) the Company has approved the schedule defining specific dates for disclosing the ITR and DFP forms; and

b) the investment plan sets forth: (i) the irrevocable and irreversible commitment of its participants to invest previously established amounts on the dates set in the schedule; (ii) the impossibility to adhere to the plan at a pending Material Fact not disclosed to the market, and during 15 (fifteen) days before the disclosure of the ITR and DFP forms; (iii) the obligation to extend the purchase commitment, even after the end of the period originally scheduled for the participant to adhere to the plan, at a pending Material Fact not disclosed to the market, and during 15 (fifteen) days before the disclosure of the ITR and DFP forms; and (iv) obligation of its participants to revert to the Company any losses avoided or profits made in negotiations of shares issued by the Company as a result of the occasional change of disclosure dates of the ITR and DFP forms verified through reasonable criteria defined in the plan.

4.2 Non-negotiation hypotheses

4.2.1 In addition to the non-negotiation periods provided in item 4.1 hereinbefore, negotiation of any securities issued by the Company by the Related Persons is banned in the hypotheses mentioned hereunder:

a) before the disclosure of the Company’s Material Fact to investors, under the terms set forth in its Information Disclosure Policy approved in the Company’s Board of Directors Meeting on May 3, 2007;

b) on the same day the Company, its controlled and associated companies or other companies under common control, sell shares in treasury or on the day the option or mandate for the same purpose is granted;

c) on the same day the Company, its controlled and associated companies or other companies under common control, buy shares to remain in treasury or on the day the option or mandate for the same purpose is granted;

d) upon the execution of the agreement or contract assigning the Company’s control; and

e) upon the existence of intention by the Company to promote the incorporation, split-up or split-off, transformation or reorganization of the Company.

4.2.2 The Related Persons that withdraw from the Company before the public disclosure of Material Fact related to a fact has taken place, during their period of management and/or relationship with the Company, may not negotiate securities of the latter for a period of 6 (six) months after their withdrawal, unless the Relevant Fact has been previously disclosed to investors under the terms of the Company’s Disclosure Policy.

4.2.3 The bans provided in item 4.2.1 hereinbefore are also applicable to any person with whom the Company has any commercial relation, including independent auditors, securities analysts, consultants and institutions comprised in the distribution system.

4.2.4 The Related Persons shall assure that those with whom they keep any type of relationship, whether personal or professional, do not negotiate securities of the Company while they have access to information concerning the Material Fact not yet disclosed.

4.2.3.1 In order to guarantee the provision hereinbefore, the Related Persons shall communicate to the Company’s Investors Relations Executive Officer all access they may have had to information concerning the Material Fact not yet disclosed and shall invest all their effort for them to subscribe the term of adhesion to the Company’s Trading Policy.

4.3 Extraordinary periods of banned negotiations

4.3.1 With no prejudice to the provisions of the Trading Policy, the Investors Relations Executive Officer is hereby authorized to determine periods when the Related Persons shall not negotiate securities issued by the Company, regardless of justification or the existence of a Material Fact not yet disclosed.

4.3.1.1 The Related Persons shall be notified in writing at least 10 (ten) days in advance to the beginning of the banned negotiation period.

4.3.1.2 Should one or more Related Persons not be notified within the term set forth in item 4.3.1.1 hereinbefore, the ban provided in section 4.3 herein shall not be applicable to non-notified Related Persons.

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V. HYPOTHESES OF AUTHORIZEDNEGOTIATION

5.1 The bans established in this Trading Policy shall not apply: in case negotiations of securities of the Company are carried out through investments funds of which the Related Persons are members, provided that the investment funds are not exclusive and the negotiation decisions by the investment fund administrator are not influenced by the members.

5.2 The negotiation of securities issued by the Company by Related Persons during the non-negotiation periods or upon the non-negotiation hypotheses, as provided the Trading Policy herein, may be exceptionally authorized by the Company’s Executive Officers by a request submitted in writing and justifying the need for negotiation.

5.2.1 The authorization mentioned in item 5.2 hereinbefore shall be consented by the Company’s Board of Directors.

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VI. ADMINISTRATION OF THE TRADING POLICY

6.1 Pursuant to the provisions of the 3rd § of Article 17 of Instruction 358, the Investors Relations Executive Officer shall be in charge of executing and following up this Trading Policy.

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VII. DISCLOSURE AND TERM OF THE TRADING POLICY

7.1 The Investors Relations Executive Officer shall take all measures required to the immediate dissemination of the Trading Policy, which shall enter into effect on the day of its approval by the Company’s Board of Directors and remain in effect for indefinite term until explicit deliberation of the contrary by the Company’s Board of Directors.

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VIII. AMENDMENTS TO THETRADING POLICY

8.1 The Company’s Board of Directors may, at any time, make amendments to this Trading Policy, which shall be promptly communicated by the Investors Relations Executive Officer to the Related Persons, the Securities Commission, to the São Paulo Stock Exchange - Bovespa, and to any other market agencies in which the securities issued by the Company may be admitted to negotiation, such amendments applying to all on the date of communication of the same.

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IX. PENALTIES

9.1 Any breaches of the provisions in this Trading Policy verified by the Related Persons shall be immediately communicated to the Company’s Investors Relations Executive Officer.

9.2 The Related Persons responsible for the non-compliance of any provision in this Trading Policy shall reimburse the Company and/or other Related Persons, fully and with no limitation, of all damages the Company and/or other Related Persons may incur and which may be caused, directly or indirectly, by such non-compliance.

9.3 With no damage to the provisions hereinbefore, the breach of the terms set forth in this Trading Policy may characterize serious breach for the purposes provided in the 3rd § of article 11 of Law nº 6.385/76. Furthermore, the use of information regarding the Material Fact not yet disclosed may be categorized as crime, subject to five-year imprisonment and fine under the terms of article 27-D of Law nº 6.385/76.

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ANNEX I

TERM OF ADHESION TO THE TRADING POLICY

I, [name and qualification], [title or office], hereby declare that I have become aware of the terms and conditions of the Securities Trading Policy of RNI Negócios Imobiliários S.A., pursuant to the terms of the Securities Commission Instruction no 358 of January 3, 2002, as amended, which has been approved by the Company’s Board of Directors on June 29, 2007.

Upon my subscription hereof, I hereby formalize my adhesion to the Company’s Securities Trading Policy, pledging to observe all of its terms and conditions and to adopt the most conservative position when doubt shall occur.

Furthermore, I hereby declare being aware that the violation of the terms set forth in this Securities Trading Policy may characterize serious breach for the purposes provided in the 3rd § of article 11 of Law nº 6.385/76.

[city], [date]

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[name]