CALL NOTICE
EXTRAORDINARY SHAREHOLDERS' MEETING

Rio de Janeiro, November 18, 2014 - Brookfield Incorporações S.A. (BM&FBovespa: BISA3, US OTC: BRRSY), invites its Shareholders to attend the Extraordinary Shareholders' Meeting to be held on December 3, 2014, at 4:00 p.m., at the Company's headquarters at Avenida Paisagista José Silva de Azevedo Neto, nº 200 - Bloco 8 - 2º andar - Edifício Evolution I, Barra da Tijuca, in the city and state of Rio de Janeiro, to resolve on the following matters on the Agenda; :

(i) to increase the Company's capital stock by eight hundred and eighty million reais (R$880,000,000.00), through the issue of five hundred and fifty million (R$550,000,000.00) new book-entry common shares with no par value to be paid in through the capitalization of the credits deriving from instruments of advances for future capital increase entered into between the Company and Brookfield Brasil Participações S.A. during this fiscal year ("Capital Increase"), pursuant to this proposal presented by the Company's Board of Executive Officers and approved by the Board of Directors at a meeting held on November 17, 2014;.

(ii) confirmation of the Capital Increase, with the consequent amendment of article 5, caput, of the Bylaws in order to reflect the new capital stock and the number of shares in which it is divided; and

(iii) amendment of the caput of article 22 and article 25 of the Bylaws in order to reduce the minimum number of Executive Officers of the Company from six (6) to four (4) and to eliminate the possibility of existence of Operational Officers.

General Instructions:

1) In accordance with the applicable legislation, copies of the documents referring to the matters on the Agenda are available for shareholder consultation at the Company's headquarters and on its investor relations website (http://www.cvm.gov.br), as well as on the website of the Brazilian Securities and Exchange Commission (CVM) (http://ri.br.brookfield.com/)..

2) Shareholders who wish to be represented by a proxy should present the respective proxy appointment with specific powers, together with a copy of the Bylaws and/or other documents attesting to the legality of said representation, in the case of companies or institutions, pursuant to article 11, paragraph 5 of the Bylaws, at Avenida Paisagista José Silva de Azevedo Neto, nº 200 - Bloco 8 - 2º andar - Edifício Evolution I, Barra da Tijuca, in the city and state of Rio de Janeiro, by November 28, 2014, for the attention of the legal department.

3) Shareholders whose registered shares are held in custody by the stock exchange who wish to participate in the Meeting must present a statement from the custody agent dated as of November 28, 2014 with the respective shareholding position.

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