PDG Realty Empreend e Participacoes : Call Notice Minutes of the Extraordinary General Meeting to be held in 09/29/15

(This is a free translation of the Call Notice to the Extraordinary General Shareholders' Meeting of PDG Realty S.A. Empreendimentos e

Participações to be held on September 29, 2015 and it's been distributed for information purposes only.)

Public-Held Company
CNPJ/MF No. 02.950.811/0001-89
NIRE 35.300.158.954 | CVM Code 20478

PDG REALTY S.A. EMPREENDIMENTOS E PARTICIPAÇÕES, a corporation, with its headquarters located in the City of São Paulo, State of São Paulo, at Avenida Engenheiro Luis Carlos Berrini, No.105, 11th Floor, Cidade Monções, Zip Code 04571-010, enrolled before the Corporate Taxpayer ID (CNPJ) under No. 02.950.811/0001-89, registered before the Brazilian Securities and Exchange Commission ("CVM") as a level "A" public held company, under the code 02047-8, with its shares traded on Novo Mercado, a segment of BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros ("BM&FBOVESPA") under the ticker "PDGR3" ("Company") hereby, in compliance with and for the purposes of Article 124 of Law No. 6,404, from December 15, 1976, as amended ("Brazilian CorporationLaw"), and articles 3rd, 4th and 5th of CVM Instruction No. 481, from December 17, 2009, as amended ("ICVM 481/09"), and of article 8th of CVM Instruction No. 559, from March 27,

2015 ("ICVM 559/15"), convenes its shareholders to take part on the Extraordinary General Shareholders' Meeting ("Shareholders' Meeting") to be held on September 29, at 10 a.m., at the Company's headquarters, to examine, discuss and vote on the following agenda:
I. the amendment to the Private Instrument of Deed of the 8th Private Issuance of
Unsecured Debentures, Convertible into Shares of the Company;

III. the amendment to the caput of article 7th of the Company's By-laws, in order to reflect: (a) the amendment to the capital stock as a result of the increase in the Company's capital stock, which was resolved on the extraordinary general shareholders' meeting held on April 15, 2015 and ratified on the Board of Directors' meeting held on June 30, 2015 and (b) the new number of shares in which the capital stock is divided after the reverse split of shares;

consequently the amendment to Paragraph 2nd of article 7th of the Company's By-laws;

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(This is a free translation of the Call Notice to the Extraordinary General Shareholders' Meeting of PDG Realty S.A. Empreendimentos e

Participações to be held on September 29, 2015 and it's been distributed for information purposes only.)

be deemed necessary to operationalize and implement the reverse split reverse of the shares; and

Pursuant to article 126, of the Brazilian Corporation Law, in order to attend the Shareholders' Meeting, the shareholders shall submit to the Company the following documents: (a) identity card (General Registration Identity Card (RG), Driver's License (CNH), passport, identity cards issued by professional associations and work cards issued by the bodies of the Public Administration, provided that such documents contain a picture of the bearer thereof); (b) updated proof of ownership of shares issued by the institution responsible for bookkeeping the Company's shares, which is recommended to have been issued at most five (5) days prior to the date of the Shareholders' Meeting; (c) in case the shareholders is represented by an attorney-in-fact, original or notarized copy of the power of attorney with the grantor's signature certified, and (d) regarding those shareholders taking part in the fungible custody of registered shares, the statement issued by the competent body, containing the corresponding equity holdings.
The representative of those shareholders that are legal entities, shall submit a notarized copy of the following documents, duly registered with the proper body (Civil Registry of Legal Entities or Board of Trade, as the case may be): (a) articles of association or by-laws; and (b) corporate document of election of the manager which (b.i) shall attend the Shareholders' Meeting as the representative of the legal entity, or (b.ii) shall grant a power of attorney to a third party to represent the legal entity that is a shareholder.
In regard to investment funds, the representation of the quotaholders at the Shareholders' Meeting shall be incumbent to the institution that manages the fund, with due regard to the provisions of the fund's regulation regarding the person who is entitled to exercise the voting rights of the shares and assets that are part of the fund's portfolio. In such case, the representative of the fund's manager, in addition to the corporate documents mentioned above in regarding to the fund's manager, shall also present copy of the fund's regulation, duly filled with the competent body.
In connection with the participation by means of an attorney-in-fact, the powers to participate at the Shareholders' Meeting shall have been granted for less than one (1) year prior to the meeting, in accordance with article 126, Paragraph 1st, of the Brazilian Corporate Law. Additionally, in compliance with article 654, Paragraphs 1st and 2nd of the Brazilian Civil
Code, the power-of-attorney shall indicate the place where it was granted, the complete

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(This is a free translation of the Call Notice to the Extraordinary General Shareholders' Meeting of PDG Realty S.A. Empreendimentos e

Participações to be held on September 29, 2015 and it's been distributed for information purposes only.)

qualification of the grantor and grantee, the date and the purposes of the granting, limiting the extension of the powers granted, with the grantor's signature duly notarized.
Please note that (a) the individual shareholders of the Company shall only be represented at the Shareholders' Meeting by an attorney-in-fact that is also a Company's shareholder, a Company's manager, a lawyer or a financial institution, in accordance with the provisions of article 126, Paragraph 1st of the Brazilian Corporate Law; and (b) the legal entities that are shareholders of the Company shall be represented by an attorney-in-fact appointed in accordance with its articles of association or by-laws and with the regulations of the Brazilian Civil Code, with no necessity of being such attorney-in-fact also a Company's shareholder, a Company's manager or a lawyer (as provided by CVM Procedure RJ2014/3578, judged in 11.04.2014).
The documents of the shareholders that were issued abroad shall be notarized by a Public Notary, legalized at the Brazilian Consulate, translated by a sworn translator registered with the Board of Trade, and filled before the Registry of Deeds and Documents, in accordance with the applicable legislation.
For better organization purposes of the Shareholders' Meeting, the Company, under the terms set forth by Paragraph 2nd of article 10 of the Company's By-laws, hereby recommends the deposit, at the Company's headquarters, upon a three (3) days period prior to the Shareholders' Meeting, of the above mentioned documents. Please note that the shareholder shall still be able to attend the Shareholders' Meeting even if such documents are not previously deposited, by presenting the documents at the opening of the Shareholders' Meeting, as provided by Paragraph 2nd of article 5 of ICVM 481/09.
The documents and information related to the matters of the agenda to be discussed at the Shareholders' Meeting are available for consultation by the shareholders at the Company's headquarters and at the website of the Company in the world wide web (http://www.pdg.com.br/ri), and have also been sent to BM&FBOVESPA
(http://www.bmfbovespa.com.br) and to CVM (http://www.cvm.gov.br).
São Paulo, August 28, 2015.

Chairman of the Board of Directors

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