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 Closing of the Term of the 2nd Round of Subscription of Leftover Shares and Confirmation of the Capital Increase

PDG Realty S.A. Empreendimentos e Participações ("Company"), in the furtherance with the information disclosed in the Notices to the Shareholders dated April 20, May 20 and June 9, 2015 ("Notices"), hereby informs its Shareholders and the market in general of the expiration of the term of the 2nd round of subscription of leftover shares which remained unsubscribed in the 1st Round of Leftover Shares in relation to the capital increase approved by the Company's Extraordinary General Meeting held on April 15, 2015 ("2nd Round of Leftover Shares" and "Capital Increase").
During the 2nd Round of Leftover Shares, 112,047,232 new common shares of the Company were subscribed for, including by means of requests of subscription of leftover shares additional to those which the shareholders were entitled to ("Additional Leftover Shares"), for an issue price of R$ 0.44 per share, in a total amount of R$ 49,300,782.08. Considering that the amount of Additional Leftover Shares requested for subscription was equivalent to the Additional Leftover Shares available, the subscription requests for Additional Leftover Shares were fully attended.
As a result of the subscriptions in the 2nd Round of Leftover Shares, 44.818.883 stock warrants were also issued, in the proportion of 1 (one) stock warrant for each 2,5 shares issued ("Stock Warrants"), considering that the Stock Warrants' fractions were not considered.
Each Stock Warrant grants to it holder the right to subscribe for one common share issued by the Company, in the conditions approved in the Meeting and described in the Notices.
Thus, considering the exercise of subscription preemptive rights and the subscription of leftover shares in the 1st Round of Leftover Shares and in the 2nd Round of Leftover Shares,
1,136,363,636 new common shares were subscribed for, therefore in a total Capital Increase of R$ 500,000,000.00 (five hundred million reais), which is equivalent to the maximum amount approved.
Considering the exercise of the subscription preemptive rights and the subscription of leftover shares in the 1st Round of Leftover Shares and in the 2nd Round of Leftover Shares, 454,545,143 Stock Warrants were issued, in the proportion of 1 (one) Stock Warrant for each 2,5 shares issued, considering that the Stock Warrants' fractions were disregarded. Each Stock Warrant grants its holder the right to subscribe for one common share issued by the Company, in the conditions approved in the Meeting and described in the Notices.
Given that the maximum amount of the Capital Increase was achieved, a Meeting of the Board of Directors was held on this date to confirm the Capital Increase, with the issuance of 1,136,363,636 new common shares, in a total amount of R$ 500,000,000.00 (five hundred million reais). Due to the confirmation of the Capital Increase, the Company's share capital is now R$ 5.460.079.848,04 (five billion, four hundred and sixty million, seventy nine thousand, eight hundred and forty eight reais and four cents), divided into 2,459,627,859 common shares.
São Paulo, June 30, 2015.

Rafael Rodrigues do Espirito Santo

Investor's Relations Officer

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