FREE TRANSLATION

(This is a free translation of the Management's Proposal for the General Debentureholders' Meeting of PDG Realty S.A. Empreendimentos e Participações to be held on September 14, 2015 and it's been distributed for information purposes only.)

PDG REALTY S.A. EMPREENDIMENTOS E PARTICIPAÇÕES MANAGEMENT'S PROPOSAL FOR THE GENERAL DEBENTUREHOLDERS' MEETING TO BE HELD ON SEPTEMBER 14, 2015


August 28, 2015

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

GENERAL DEBENTUREHOLDERS' MEETING TO BE HELD ON SEPTEMBER 14, 2015

MANAGEMENT'S PROPOSAL

CONTENTS

1. PURPOSE .................................................................................................................................................... 3

2. DOCUMENTS AVAILABLE TO THE DEBENTUREHOLDERS .............................................................. 4

3. CALL NOTICE FOR THE DEBENTUREHOLDERS' MEETING ............................................................ 4

4. PLACE OF THE DEBENTUREHOLDERS' MEETING ............................................................................ 4

5. ATTENDANCE AT THE DEBENTUREHOLDERS' MEETING .............................................................. 4

6. RULES FOR CONVENING THE DEBENTUREHOLDERS' MEETING ................................................. 6

7. ANALYSIS OF THE MATTERS TO BE RESOLVED AT THE DEBENTUREHOLDERS' MEETING..... 6

8. CONCLUSION ............................................................................................................................................ 8

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

GENERAL DEBENTUREHOLDERS' MEETING TO BE HELD ON SEPTEMBER 14TH, 2015

MANAGEMENT'S PROPOSAL

Dear Debentureholders,

The Management of PDG REALTY S.A. EMPREENDIMENTOS E PARTICIPAÇÕES, a publicly-held company, with its head office in the City of São Paulo, State of São Paulo, at Avenida Engenheiro Luis Carlos Berrini, No. 105, 11th floor, Cidade Monções District, Zip Code:

04571-010, enrolled with the Brazilian Corporate Taxpayers Register of the Ministry of Finance (CNPJ/MF) under No. 02.950.811/0001-89, registered with the Brazilian Securities and Exchange Commission ("CVM") as category "A" publicly-held company under code number
20478 ("Company"), pursuant to Law 6,404 from December 15, 1976, as amended ("BrazilianCorporation Law"), CVM Instruction no. 480, from December 7, 2009, as amended ("ICVM 480/09"), hereby submits to you this proposal ("Proposal") to be taken into appreciation by the Company's General Debentureholders' Meeting to be held at 10 a.m. on
September 14, 2015 at the Company's headquarters ("Debentureholde rs' Mee ting ").

1. PURPOSE

The purpose of this Proposal is the submission and analysis of the proposed matters to be examined, discussed and voted on at the Debentureholders' Meeting, in accordance with the following agenda:
A. to amend the Private Instrument of Deed of the 8th Issuance ("Deed"), ad referendum as of the Company's General Shareholders' Meeting, in order to amend the form liquidation of the debentures issued within the scope of the of the 8th Issuance ("Debentures") in case of alteration of the number of shares in which the Company's capital stock is divided as a result of bonuses, splits or reverse splits of the common shares issued by the Company, at any title, so as the liquidation shall be performed adjusting the number of shares in which each Debenture can be converted and the price of conversion proportionally to the percentage of the reverse split, split or bonus of shares, on the date in which the conversion is requested, consequently amending section 4.16.5 of the Deed.

FREE TRANSLATION

(This is a free translation of the Management's Proposal to the Extraordinary General Debentureholders' Meeting of PDG Realty S.A.

Empreendimentos e Participações to be held on September 14, 2015 and it's been distributed for information purposes only.)

2. DOCUMENTS AVAILABLE TO THE DEBENTUREHOLDERS

The documents related to the Debentureholders' Meeting are at the debentureholders disposal in the Company's headquarters and on the electronic pages of the Company (http://www.pdg.com.br/ri), that of CVM's (http://www.cvm.gov.br/)and that of BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (www.bmfbovespa.com.br) on the world wide web (internet).

3. CALL NOTICE FOR THE DEBENTUREHOLDERS' MEETING

Under the terms set forth by article 71 combined with article 124 of the Brazilian Corporation Law, the Debentureholders' Meeting shall be convened through a notice, which shall be published at least 3 (three) times on the newspapers commonly used by the Company, containing, besides the place, the date and the time of the meeting, and also the agenda.
In accordance with the applicable legislation, the first publication of the call notice for general meetings of debentureholders of publicly-held companies shall be performed at least 15 (fifteen) days prior to the Debentureholders' Meeting, in the Official Gazette of the state wherein the Company's headquarters is located, as well as in a widely circulating newspaper edited on the location of the headquarters.
In the specific case of the Company, the Debentureholders' Meeting will be convened through notices that shall be published, for 3 (three) times, on the Official Gazette of the State of São Paulo (Diário Oficial do Estado de São Paulo), as well as in the newspaper Valor Econômico.

4. PLACE OF THE DEBENTUREHOLDERS' MEETING

In compliance to the provisions set forth by the corporate legislation, the Debentureholders' Meeting will be held in the building where the Company's headquarters is located, in the City of São Paulo, State of São Paulo, at Avenida Engenheiro Luis Carlos Berrini, No. 105, 11th floor, Cidade Monções District, Zip Code: 04571-010.

5. ATTENDANCE AT THE DEBENTUREHOLDERS' MEETING

In accordance with the provisions set forth by article 126 combined with article 71 of the Brazilian Corporation Law, in order to regularly attend the Debentureholders' Meeting, the debentureholders must submit to the Company the following documents:

A. identity card (General Registration Identity Card (RG), Driver's License (CNH),

passport, identity cards which are issued by professional boards and associations and work identity cards which are issued by the bodies of the Public

4

FREE TRANSLATION

(This is a free translation of the Management's Proposal to the Extraordinary General Debentureholders' Meeting of PDG Realty S.A.

Empreendimentos e Participações to be held on September 14, 2015 and it's been distributed for information purposes only.)

Administration, provided that they display a picture of the bearer thereof);
B. updated proof of ownership of debentures of the 8th Issuance, issued by the bookkeeping institution, which is recommended to have been issued at most five (5) days prior to the date of the Debentureholders' Meeting; and

C. powers of attorney, with the grantor's signature duly notarized, in case of attendance at the meeting through attorney-in-fact.

The attorney-in-fact of that debentureholder that is a legal entity, shall submit a notarized copy of the following documents, duly registered before the proper authority (Civil Registry of Legal Entities or the Board of Trade, as the case may be): (a) articles of association or the bylaws; and (b) corporate act of election of the officer which (b.i) will attend the Debentureholders' Meeting as representative of the legal entity, or (b.ii) will grant a powers-of-attorney to a third party to represent the legal entity which is a debentureholder of the Company.
In regard to investment funds, the representation of the quotaholders at the Debentureholders' Meeting shall be incumbent to the fund's manager, with due regard to the provisions of the fund's regulation regarding the person who is entitled to exercise the voting rights of 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 regarding such manager, shall also present a copy of the fund's regulation, duly registered with the competent body.
In connection with the participation by means of an attorney-in-fact, the powers to participate in the Debentureholders' Meeting shall have been granted for less than one (1) year prior to the meeting, in accordance with article 126, § 1st, of the Brazilian Corporate Law.
Additionally, in compliance with article 654, § 1st and 2nd of the Brazilian Civil Code, the powers-of-attorney shall include the place where it was granted, the complete qualification of the grantor and that of the grantee, the date and the purpose of the granting, limiting the extension of the powers granted, containing the notarization of the signature of the grantor.
The documents of the debentureholders that were issued abroad shall be notarized by a Public Notary, legalized at the Brazilian Consulate, translated into Portuguese by a public sworn translator registered with the Board of Trade, and be duly filled before the Registry of Deeds and Documents, in accordance with the legislation currently in force.
For better organization purposes of the Debentureholders' Meeting, the Company hereby, and in accordance with § 2nd of article 10 of the Company's By-laws, recommends to its debentureholders to deposit the required documents for attending the Debentureholders'
Meeting, upon a three (3) days period prior to the Debentureholders' Meeting, to the attention of

5

FREE TRANSLATION

(This is a free translation of the Management's Proposal to the Extraordinary General Debentureholders' Meeting of PDG Realty S.A.

Empreendimentos e Participações to be held on September 14, 2015 and it's been distributed for information purposes only.)

the Investors Relations Department at the following address: City of São Paulo, State of São Paulo, at Avenida Engenheiro Luis Carlos Berrini, No. 105, 11th floor, City of Monções, Zip Code: 04571-010.
It is important to state that you may attend the Debentureholders' Meeting even if the abovementioned prior deposit is not performed, provided that such documents are submitted in the opening of the Debentureholders' Meeting, pursuant to the provisions of Paragraph 2nd of article 10 of the Company's By-laws.

6. RULES FOR CONVENING THE DEBENTUREHOLDERS' MEETING

Under the terms of clause 10.2 of the Private Instrument of 8th Issuance of Unsecured Debentures, Convertibles into Shares of PDG Realty S.A. Empreendimentos e Participações ("Deed"), the general debentureholders' meetings are convened, on first call, by the presence of debentureholders representing at least half of the debentures issued within the scope of the 8th Private Issuance of Unsecured Debentures, Convertibles into Shares of the Company ("8th

Issuance") and, on second call, with any quorum.

Should it not be possible to install the Debentureholders' Meeting in first call, new call notices shall be published by the Company and the Debentureholders' Meeting may be installed in second call, with the presence of debentureholders holding any number of debentures of the
8th Issuance that are in circulation.

7. ANALYSIS OF THE MATTERS TO BE RESOLVED AT THE DEBENTUREHOLDERS'

MEETING

The purpose of this section is to analyze the matters to be submitted for your appraisal at the Debentureholders' Meeting, and thus allowing the debentureholders to form their conviction and to make an informed and well thought decision.

7.1. Amendment to the Private Instrument of Deed of the 8th Issuance of Unsecured Debentures, Convertibles into Shares of the Company

It is hereby proposed an amendment to the Deed, in order to amend the form of adjustment of the debentures convertible into shares of the Company issued within the scope of the of the 8th Issuance ("Debentures") in case of alteration of the number of shares in which the Company's capital stock is divided as a result of bonuses, splits or reverse splits of the common shares issued by the Company, at any title.
Currently, the Deed, in its section 4.16.5, provides that, in case of alteration of the
number of shares in which the Company's capital stock is divided as a result of bonuses, splits or

6

FREE TRANSLATION

(This is a free translation of the Management's Proposal to the Extraordinary General Debentureholders' Meeting of PDG Realty S.A.

Empreendimentos e Participações to be held on September 14, 2015 and it's been distributed for information purposes only.)

reverse splits of the common shares issued by the Company, at any title, only the conversion price of the Debentures shall be proportionally adjusted, without alteration to the number of shares in which each Debenture may be converted.
In this sense, for the purposes of adjusting such provision to be more equitable for the holders of Debenture and for the shareholders' of the Company in general, considering the current status of the Company and the proposal of the Company's Management of the reverse split of its shares, pursuant to the documents and information disclosed to the market on the date hereof, the Management proposes that, in case of alterations of the number of shares in which the Company's capital stock is divided as a result of bonuses, splits or reverse splits of the common shares issued by the Company, the liquidation shall be performed adjusting the number of shares in which each Debenture can be converted and the price of conversion proportionally to the percentage of the reverse split, split or bonus of shares, on the date in which the conversion is requested.
In this sense, it is proposed that Section 4.16.5 of the Deed shall be henceforth read as follows:

"4.16.5. If the number of shares in which the Issuer's capital stock is divided is modified by bonuses, splits or reverse splits of the common shares issued by the Issuer, the liquidation will be performed adjusting the number of shares in which each Debenture can be converted and the Price of Conversion proportionally to the percentage of the reverse split, split or bonus of shares, on the date in which the conversion is requested. In case the corporate event enables the conversion of the Conversion Price and the number of shares in whole number multiples of the round-lot, the adjustment will be performed on the day in which the share starts to be traded "ex" in the market. Besides from the adjustment to the Conversion Price in case of bonuses, splits or reverse splits of the common shares issued by the Issuer, shall be deducted from the Conversion Price, when applicable: (ii) the value per share of any proceeds (dividends, interest on own equity, and etc) stated by the Issuer as from the Date of Issuance; and (iii) values per shares which are returned to the shareholders as a result of a decrease in the Company's capital stock as from the Date of Issuance, without any onus to the holders of Debentures and at the same proportion established to such events."

Under the terms set forth in Section 10.4.2(ii)(b) of the Deed, the approval of the amendment to Section 4.16.5 of the Deed, as proposed herein, is also subject to the approval of debentureholders' that represent the majority of the Debentures, in any call of the General Debentureholders' Meeting.
The Company's Management hereby informs that the amendment to the Deed is also
subject to the approval of the absolute majority of the shareholders of the Company gathered at the General Shareholders' Meeting.

7

FREE TRANSLATION

(This is a free translation of the Management's Proposal to the Extraordinary General Debentureholders' Meeting of PDG Realty S.A.

Empreendimentos e Participações to be held on September 14, 2015 and it's been distributed for information purposes only.)

The General Shareholders' Meeting that shall approve the amendment to the Deed shall be duly convened on the same date in which the General Debentureholders' Meeting is convened and shall be held in September 29, 2015, at 10:00 a.m. The documents regarding the General Shareholders' Meeting are at the shareholders disposal in the Company's headquarters and on the electronic pages of the Company (http://www.pdg.com.br/ri), that of CVM's (http://www.cvm.gov.br/)and that of BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e
Futuros (www.bmfbovespa.com.br) on the world wide web (internet).

8. CONCLUSION

In view of the above, the Company's Management hereby submits this Proposal to the appraisal of the debentureholders gathered in the Debentureholders' Meeting of the Company,
recommending its full approval
São Paulo, August 28, 2015

GILBERTO SAYÃO DA SILVA

Chairman of the Board of Directors

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