Termo de Cessão de Direito de Subscrição

PDG Realty S.A. Empreendimentos e Participações

Publicly-held Company
CNPJ/MF nº 02.950.811/0001-89
NIRE 35.300.158.954 | CVM Code 20478

NOTICE TO THE SHAREHOLDERS

Termination of the Term of the 1st Round of Subscription of Leftover Shares and Beginning of the 2nd Round of Leftover Shares

PDG Realty S.A. Empreendimentos e Participações ("Company"), in the furtherance with the information disclosed in the Notices to the Shareholders dated April 16, 2015 and May 20, 2015 ("Notices"), hereby informs its Shareholders and the market in general that the term of the 1st round of subscription of leftover shares of the period of preemptive rights related to the capital increase approved by the Company's Extraordinary General Meeting held on April 15, 2015, terminated on June 5, 2015 ("1st Round of Leftover

Shares").

During the 1st Round of Leftover Shares, 106,423,801 new common shares issued by the Company were subscribed, for the issue price of R$ 0,44 per share, in a total amount of R$ 46,826,472.44.
As a result of the subscriptions of the 1st Round of Leftover Shares, 42,569,472 stock warrants were also issued, in the proportion of 1 (one) stock warrant for each 2,5 shares issued ("Stock Warrant"), provided that fractions of Stock Warrants were not considered. Each Stock Warrant grants to its holder the right to subscribe for one common share issued by the Company, according to the conditions approved by the General Meeting and described in the Notices.
The 112,047,232 common leftover shares existing after the 1st Round of Leftover Shares were apportioned between the subscribers who expressed on the subscription list of the
1st Round of Leftover Shares their interest in the reserve of leftover shares, who shall
have the term of 15 (fifteen) days counted as of the date this Notice to the Shareholders is published, and, therefore, beginning on June 10, 2015 and ending on June 24, 2015, including, to subscribe the desired amount of leftover shares in the 2nd round of subscription of leftover shares ("2nd Round of Leftover Shares").

In view of the apportionment's result, the subscribers who expressed their intention to subscribe for leftover shares will have the right to subscribe for, in the 2nd Round of Leftover Shares,1.0528401927919 new common share for each common share subscribed for during the 1st Round of Leftover Shares, provided that the shareholders who wish may request leftover shares additional to the leftover shares they are entitled to

("Additional Leftover Shares"), so that the amount of shares subscribed for in the 2nd
Round of Leftover Shares may exceed the amount of leftover shares that each shareholder shall be entitled to in the 2nd Round of Leftover Shares, up to the limit of existing leftover shares. In case the number of shares in subscription requests exceeds the amount of existing leftover shares, a proportional apportionment shall be made among the shareholders who requested for Additional Leftover Shares, provided that these are
apportioned proportionally to the number of shares that such shareholders have subscribed for in the exercise of their preemptive rights.
The holders of subscription rights held in custody at the BM&FBOVESPA's Depositary Central (Central Depositária da BM&FBOVESPA) who wish to subscribe for leftover shares on the 2nd Round of Leftover Shares shall consult their custody agents.
The holders of subscription rights held in custody at Itaú Corretora who wish to subscribe for the leftover shares on the 2nd Round of Leftover Shares, or to assign such right, shall
do it directly at any Banco Itaú's specialized agencies indicated in the end of the Notice, presenting the documents indicated in the Notice. The financial liquidation of the subscribed shares in the 2nd Round of Leftover Shares is scheduled for June 29th, 2015, after the apportionment of the Additional Leftover Shares, following the rules and procedures and rules of the BM&FBovespa's Depositary Central and Itau Corretora's.
After the conclusion of all the procedures related to the subscription of leftover shares on the 2nd Round of Leftover Shares, a new Meeting of the Board of Directors of the Company shall take place on June 30, 2015 in order to ratify the total or partial Capital Increase corresponding to the issue price of the shares effectively subscribed for. In case there still are leftover shares after the closing of the 2nd Round of Leftover Shares, the existing leftover shares shall be cancelled.
São Paulo, June 09, 2015. Marco Racy Kheirallah
Investor's Relations Officer

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