PDG REALTY S.A. EMPREENDIMENTOS E PARTICIPAÇÕES

ORDINARY SHAREHOLDERS’ GENERAL MEETING TO BE HELD ON APRIL 29, 2015

MANAGEMENT PROPOSAL

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PDG Realty S.A. Empreendimentos e Participações Publicly-Held Corporation

Corporate Taxpayer ID (CNPJ) No. 02.950.811/0001-89 Company Registry (NIRE) 33.3.00285.199 | CVM Code No. 20478

ORDINARY SHAREHOLDERS’ GENERAL MEETING TO BE HELD ON APRIL 29, 2015

MANAGEMENT PROPOSAL

SUMMARY

1. PURPOSE 4 2. DOCUMENTS AVAILABLE TO THE SHAREHOLDERS 5 3. GENERAL MEETING CALL 6 4. PLACE OF THE GENERAL MEETING 6 5. ATTENDANCE AT THE GENERAL MEETING 7 6. RULES FOR OPENING THE GENERAL MEETING 9 7. MAJORITY FOR APPROVAL OF MATTERS 9 8. ANALYSIS OF THE MATTERS TO BE RESOLVED AT THE GENERAL MEETING 9 8.1. management accounts, management report, Company’s financial statements and the report of the independent auditors relating to the fiscal year ended on December 31, 2014 10 8.2. management proposal for allocation of the results of the fiscal year ended on December 31, 2014 11 8.3. Definition of the Number of Members of the Company’s Board of Directors 11 8.3.1. Majority vote 13 8.3.2. Multiple voting 14 8.3.3. Separate election 16 8.3.4. Proposed number of members of the board of directors 17 8.4. Election of the Members of the Company’s Board of Directors 17 8.4.1. Candidates nominated by the Company’s management to compose the board of directors 17 8.4.2. Appointment of candidates to compose the board of directors 18

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8.4.3. Information on the election of chairman of the board of directors 20 8.5. Instatement of the Company’s Board of Auditors 20 8.6. Definition of the number of members of the Company’s Board of Auditors 21 8.7. Election of the members of the Company’s Board of Auditors 22 8.7.1. Candidates nominated by the Company’s management 22 8.7.2. Nomination of one or more candidates to compose the Board of Auditors 23 8.8. Definition of the annual global compensation of management and members of the Board of Auditors for the Fiscal Year of 2015 24 8.8.1. Global compensation amount of the managers 24 8.8.2. Amounts to be allocated per management body 25 8.8.3. Comparison of the proposed compensation and the compensation of the previous fiscal year 26 8.8.4. Comparison of the proposed amounts of the previous fiscal year and the realized amounts 28 8.8.5. Compensation of the board of auditors 29 8.8.6. Additional information on compensation 29 8.9. Alteration of the newspapers in which the Company usually does its publications 29 9. CONCLUSIONS 30

EXHIBIT I 31

EXHIBIT II 74

EXHIBIT III 76

EXHIBIT IV 90

EXHIBIT V 98

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PDG REALTY S.A. EMPREENDIMENTOS E PARTICIPAÇÕES Publicly-held Corporation

Corporate Taxpayer ID (CNPJ) No. 02.950.811/0001-89 Company Registry (NIRE) 33.3.00285.199 | CVM Code No. 20478

ORDINARY SHAREHOLDERS’ GENERAL MEETING TO BE HELD ON APRIL 29, 2015

MANAGEMENT PROPOSAL

Messrs. Shareholders,

The management of PDG REALTY S.A. EMPREENDIMENTOS E PARTICIPAÇÕES, corporation, with its corporate acts filled before JUCERJA under the Company Registry (NIRE) 33.3.00285.199, enrolled before the Corporate Taxpayer ID (CNPJ) No. 02.950.811/0001-89, registered before the Brazilian Securities Commission (“CVM”) as a level “A” public held corporation, under the code 20478 (“PDG” or “Company”), in accordance with Law No. 6,404, from December 15, 1976, as amended (“Brazilian Corporation Law”), and of CVM Instruction No. 481, from December 17, 2009, as amended (“ICVM 481/2009”), hereby submits to You this proposal (“Proposal”) to be sent for resolution at the Ordinary Shareholders’ General Meeting to be held on April 29, 2015, at 10 a.m., at the Company’s headquarters (“General Meeting”).

1. PURPOSE

The purpose of this Proposal is the analysis of the matters which shall be reviewed, discussed and voted at the General Meeting pursuant to the following agenda:

(i) the management accounts, the management report, the Company’s financial statements and the report of the independent auditors relating to the fiscal year ended on December 31, 2014;

(ii) the management proposal for the allocation of the results of the fiscal year ended on December 31, 2014;

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(iii) the definition of the number of members of the Company’s Board of Directors;

(iv) the election of the members for the Company’s Board of Directors;

(v) the instatement of the Company’s Board of Auditors;

(vi) the definition of the number of members of the Company’s Board of Auditors;

(vii) the election of the members for the Company’s Board of Auditors;

(viii) the annual global compensation of the management and members of the Board of Auditors for the fiscal year of 2015; and

(ix) the alteration of the newspapers in which the Company usually does its publications.

2. DOCUMENTS AVAILABLE TO THE SHAREHOLDERS

The Company’s management in compliance with the provisions of article 133 of the Brazilian Corporation Law, article 9 of ICVM 481/2009 and article 21 of CVM Instruction No. 480, from December 7, 2009, as amended (“ICVM 480/2009”), made available to the Shareholders over one (1) month in advance from the date scheduled for holding the General Meeting the following documents:

(i) management report on corporate business and main management facts of the fiscal year ended December 31, 2014; (ii) accounting statements relating to the fiscal year ended December 31, 2014; (iii) independent auditors annual report; (iv) board of auditors’ opinion; (v) standardized financial statements form - DFP; and (vi) this proposal for the General Meeting.

The documents listed above are available to the Shareholders at the current and future headquarters of the Company as indicated below and at the websites belonging to the Company (http://www.pdg.com.br/ri), to CVM (http://www.cvm.gov.br/) and to BM&FBOVESPA S.A. – Bolsa de Valores, Mercadorias e Futuros (http://www.bmfbovespa.com.br/) on the world wide web

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(internet).

Pursuant to the Management’s Proposal released by the Company on March 18, 2015, one of the matters to be voted on the Company’s extraordinary shareholders’ general meeting to be held, at first call, on April 6, 2015, is the alteration of the Company’s headquarters and judicial district from the City of Rio de Janeiro, State of Rio de Janeiro, to the City of São Paulo, State of São Paulo. In this regard, assuming that the alteration of the Company’s headquarters will be approved in the above mentioned general meeting and in accordance with the Brazilian corporation laws, the General Meeting shall be held at the office building where the new headquarters of the Company shall be 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.

Company’s current headquarters: City of Rio de Janeiro, State of Rio de Janeiro, at Rua da Quitanda, No. 86, 4th floor (part), Centro, Zip Code: 20.091-005.

Company’s headquarters on the date of the Ordinary Shareholders’ General Meeting: City of São Paulo, State of São Paulo, at Avenida Engenheiro Luis Carlos Berrini, No. 105, 11th floor, Cidade Monções, Zip Code: 04571-010.

3. GENERAL MEETING CALL

Under the terms of article 124 of the Brazilian Corporation Law, the General Meeting shall be called by call notice published for three (3) times at least in the newspaper usually used by the Company, including, in addition to the location, date and times of the meeting, also the agenda.

Pursuant to the applicable law and recommendation of Circular-Official Letter/CVM/SEP/No. 02/2015, the first publication of shareholders’ meeting call notice of publicly- held corporations occurred on the date hereof, therefore, over thirty (30) days in advance from the General Meeting, at the Official Gazette of the State of Rio de Janeiro, at the Official Gazette of the State of São Paulo and in the newspaper Valor Econômico – Rio de Janeiro and São Paulo.

4. PLACE OF THE GENERAL MEETING

In general, the shareholders’ meetings are held at the building in which the Company’s headquarters are located. Holding the meeting outside the Company’s headquarters is admitted in exceptional situations of force majeure and Acts of God, but even so the meeting shall be held at the place of the Company’s headquarters (Brazilian Corporation Law, article 124, § 2).

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As described above, pursuant to the Management’s Proposal released by the Company on March 18, 2015, one of the matters to be voted on the Company’s extraordinary shareholders’ general meeting to be held, at first call, on April 6, 2015, is the alteration of the Company’s headquarters and judicial district from the City of Rio de Janeiro, State of Rio de Janeiro, to the City of São Paulo, State of São Paulo. In this regard, assuming that the alteration of the Company’s headquarters will be approved in the above mentioned general meeting and in accordance with the Brazilian corporation laws, the General Meeting shall be held at the office building where the new headquarters of the Company shall be 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.

5. ATTENDANCE AT THE GENERAL MEETING

Under the terms of article 126, of the Brazilian Corporation Law, and of article 10, § 1 and § 2 of the Company’s Bylaws, in order to attend the General Meeting, the shareholders shall submit to the Company the following documents:

(i) 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 they show a picture of the holder thereof);

(ii) proof of ownership of shares issued by the institution in charge of the bookkeeping of the Company’s shares which is recommended to have been issued at most five (5) days before the date of holding of the General Meeting;

(iii) power of attorney with the grantor’s signature certified in case of attendance by proxy; and/or

(iv) regarding the shareholders taking part in the fungible custody of registered shares, the statement including the corresponding equity holdings issued by the proper body.

The representative of the shareholder which is a legal entity shall submit a certified copy of the following documents duly registered with the proper body (Civil Registry of Legal Entities or Commercial Registry, as the case may be): (a) the articles of association or the bylaws; and (b) the corporate document of election of the manager which (b.i) shall attend the General Meeting as representative of the legal entity, or (b.ii) shall grant a power of attorney to a third party to represent the shareholder legal entity.

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Regarding the investment funds, the shareholders’ representation at the General Meeting shall be incumbent upon an administration or management entity, with due regard for the provisions of the fund’s regulations regarding who owns the powers to exercise the right to vote of the shares and assets of the Fund’s portfolio. In this case, the representative of the fund’s administrator or manager, in addition to the abovementioned corporate documents relating to the administrator or manager, shall also submit a simple copy of the fund’s regulations duly registered with the proper body.

Regarding the attendance by means of an attorney-in-fact, the representation powers for attending the General Meeting shall have been granted at least one (1) year earlier under the terms of article 126, § 1 of the Brazilian Corporation Law.

In addition, in compliance with the provisions of article 654, § 1 and § 2 of the Civil Code, the power of attorney shall include the indication of the location where it was granted, the full identification of the grantor and the attorney-in-fact, the date and purpose of the power of attorney with the description and extension of the powers granted, including the grantor’s signature certification.

It is important to state that (a) individuals which are shareholders of the Company may only be represented at the General Meeting by an attorney-in-fact which is a shareholder, a Company manager, lawyer or financial institution according to the provisions of article 126, § 1 of Brazilian Corporation Law; and (b) the legal entities which are shareholders of the Company may, pursuant to CVM decision within the scope of CVM Proceeding RJ2014/3578, tried on November 4, 2014, be represented by an attorney-in-fact appointed pursuant to its articles of association or bylaws and according to the Civil Code rules, without the need of such person being a Company manager, shareholder or lawyer.

The shareholders’ documents issued abroad shall have the signatory’s signatures certified by a Notary Public, legalized by the Brazilian Consulate, translated by a certified translator enrolled with the Commercial Registry and registered with the Registry of Deeds and Documents pursuant to the laws in effect.

For purposes of better organizing the General Meeting under the terms of §2 of article 10 of the Company’s Bylaws, the Company requests that the Shareholders file the documents necessary for attending the General Meeting at least three (3) days in advance, to the attention of the Investor 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 General Meeting even if the abovementioned prior filing is not made, provided that such documents are submitted at the opening of the General

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Meeting pursuant to the provisions of §2 of article 5 of ICVM 481/2009 and §2 of article 10 of the Company’s Bylaws.

Before commencing the works of the General Meeting, the shareholder or the shareholders’ representatives shall sign the “Attendance Book”, stating their name, nationality and residence, as well as the number, type and class of shares held by them (Brazilian Corporation Law, article 127).

6. RULES FOR OPENING THE GENERAL MEETING

As a general rule comprised in article 125 of the Brazilian Corporation Law, the shareholders’ meetings are convened, on first call, upon attendance of the shareholders holding at least one fourth (1/4) of the voting shares and, on second call, with any number of shareholders holding voting shares.

Exceptionally, the shareholders’ meeting especially convened to resolve on the amendment to the Bylaws shall only be called, on first call, upon attendance of shareholders holding at least two thirds (2/3) of the voting shares. Should the quorum not be met on first call, it may be convened on second call with any number of shareholders holding voting shares (article 135, main provision, of the Brazilian Brazilian Corporation Law).

Considering that the agenda does not include matters which require the amendment to the Company’s Bylaws, the General Meeting shall be convened on first call with one fourth (1/4) of the voting shares and, on second call, with any number of shareholders holding voting shares.

7. MAJORITY FOR APPROVAL OF MATTERS

Under the terms of article 129 of the Brazilian Corporation Law, the shareholders’ meeting’s resolutions, except for the exceptions provided for in the law, shall be taken by majority of votes, abstentions being disregarded. In view of the fact that the matters to be analyzed at the General Meeting are not subject to the special majority provided for in the law, the approval of the matters shall depend upon the vote of the qualified majority of the shares attending the General Meeting, abstentions being disregarded.

8. ANALYSIS OF THE MATTERS TO BE RESOLVED AT THE GENERAL MEETING

The purpose of this section is to analyze the matters submitted to your analysis at the General Meeting, thus allowing the shareholders to be well informed and take an informed and considerate

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decision.

8.1. MANAGEMENT ACCOUNTS, MANAGEMENT REPORT, COMPANY’S FINANCIAL STATEMENTS AND THE REPORT OF THE INDEPENDENT AUDITORS RELATING TO THE FISCAL YEAR ENDED ON DECEMBER 31, 2014

The Company’s management hereby submits to your analysis the Management accounts and financial statements and corresponding notes relating to the fiscal year ended December 31, 2014, prepared pursuant to the Brazilian Corporation Law, with the accounting standards of the Accounting Standards Committee (CPC) approved by CVM and the other CVM rules duly audited by an independent auditor registered with CVM.

Under the terms of the applicable law, the Company’s financial statements and respective notes were made available to the shareholders as “auditor’s notebook” accompanied by the following documents and information: (a) managers report on corporate business and main administrative facts of the ended fiscal year; (b) independent auditor annual report; (c) board of auditors’ opinion; (d) declaration of the officers that they reviewed, discussed and agreed with the opinions expressed in the independent auditors report; and (e) declaration of the officers that they reviewed, discussed and agreed with the accounting statements.

The management report on corporate business was prepared pursuant to CVM Guiding Opinion No. 15 of December 28, 1987, and contains the minimum information provided for in the Brazilian Corporation Law, the management report includes information regarding the relationship of the Company and the independent auditor under the terms of CVM Instruction No. 381 of January 14, 2003 (“ICVM 381/2003”).

In compliance with the applicable law and in order to increase your understanding on the Company’s reality, Exhibit I to this Proposal contains the managers’ comments on the Company’s financial status under the terms of item 10 of the reference form.

Exhibit II contains a copy of the Company’s board of auditors’ opinion favorable to the approval by you of the management accounts and financial statements which are also available attached to the financial statements and on the website of CVM, of the Company and of BM&FBOVESPA (Category “Management Meeting”, type “Board of Auditors’”, kind “Minutes”, subject “Opinion on Financial Statements”).

Therefore, based on the documents and information, the Management proposes to the General

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Meeting that it fully approves the management accounts, management report, Company’s financial statements accompanied of the independent auditors annual report relating to the fiscal year ended on December 31, 2014.

8.2. MANAGEMENT PROPOSAL FOR ALLOCATION OF THE RESULTS OF THE FISCAL YEAR ENDED ON DECEMBER 31, 2014

Considering that the Company ascertained a loss in the fiscal year ended December 31, 2014, in the amount of five hundred and twenty-nine million, two hundred and forty-three thousand and three hundred and fifty-four Brazilian Reais and seventy-five cents (R$529,243,354.75), there are no profits relating to this fiscal year to be distributed to the Shareholders. The Management proposes that the loss ascertained in the fiscal year 2014, in the amount of five hundred and twenty-nine million, two hundred and forty-three thousand and three hundred and fifty-four Brazilian Reais and seventy-five cents (R$529,243,354.75) is kept at the “Retained Loss” account.

In addition, the Company’s management informs that as a result of the income ascertained (a) the information indicated in Exhibit 9-1-II of ICVM 481/2009 shall not be presented as authorized by decision of CVM Collegiate Body of September 27, 2011 (CVM Proceeding RJ2010-14687); and (b) considering that no profits shall be retained, the Management shall not submit a capital budget proposal for the next fiscal year.

8.3. DEFINITION OF THE NUMBER OF MEMBERS OF THE COMPANY’S BOARD OF DIRECTORS

Under the terms of article 12 of the Company’s Bylaws, the Board of Directors shall be composed of at least five (5) and at most eleven (11) members, elected and subject to removal by the general meeting, for a unified term of office of one (1) year, reelection being permitted.

The management proposes that the Company’s board of directors for the term of office commencing after the General Meeting is composed of eight (8) members.

Pursuant to §2 of Article 12 of the Bylaws and in compliance with the Novo Mercado Regulations, at least twenty percent (20%) of the members of the board of directors shall be independent directors.

For the purposes of the Bylaws, an “independent director” shall be an individual which cumulatively meets the following requirements:

(i) not having a relationship with the Company, except for equity holdings;

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(ii) not being a controlling shareholder, spouse or relative up to the second degree thereof, or not being or not having been in the last three (3) years bound to the company or an entity related to the controlling shareholder (except for the persons bound to public education and/or research institutions);

(iii) not having been in the last three (3) years an employee or officer of the Company, of the controlling shareholder or of a company controlled by the Company;

(iv) not being a supplier or buyer, whether direct or indirect, of services and/or of products of the Company to the extent that implies loss of independence;

(v) not being an employee or manager of the company or entity which is offering or demanding services and/or products of the Company to the extent implying loss of independence;

(vi) not being the spouse or relative up to the second degree of any manager of the Company; and

(vii) not receiving other compensation from the Company other than that relating to the position of director (income in cash originated from equity holdings are excluded from this restriction).

An independent director shall also be the one elected upon exercise of the right of election separate from the minority shareholders as provided for in article 141, § 4, item I, of the Brazilian Corporation Law.

When as a result of compliance with the percentage of twenty percent (20%) above mentioned there is a fractional number of directors, that number shall be rounded up to the next whole number: (a) immediately higher whenever the fraction is equal to or above five tenths (0.5); or (b) immediately lower whenever the fraction is below five tenths (0.5).

According to the Brazilian Corporation Law, the election of members of the Board of Directors may be carried out by majority vote, multiple vote or separate vote procedure. Considering that the different voting procedures may impact the fixation of the number of members of the board, for a better understanding of the dynamics for election of the board of directors members, the different voting procedures shall be described in details as follows.

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8.3.1. Majority vote

As a rule, the election of the members of the board of directors is held by majority voting, in which each common share entitles its holder to one (1) vote.

In such case, the election of the members of the board of directors may be voted individually, considering each of the candidates individually, or by a slate of candidates. The management proposes that the election of the members of the board of directors is made by votes in a slate of candidates.

To allow greater participation of shareholders, the Chairman of the General Meeting shall proceed to the vote of the name of each slate (or each candidate to the board of directors, as the case may be), which has been appointed by the management or by the Company’s shareholders. Thus, the shareholders may express their votes favorably, against or abstain from voting individually for each slate indicated (or candidate, as applicable).

Considering that Article 129 of the Brazilian Corporation Law provides for that the decisions of the General Meeting are taken by qualified majority vote, disregarding abstentions, the election of members of the board of directors shall require the affirmative vote of more than half of the valid votes of those attending the meeting cast in such election.

Therefore, when the chairman of the General Meeting proceed to the vote of the names of the slate of candidates designated for the election of members of the board of directors, such slate or candidate, as applicable, shall be deemed elected if it receives a qualified majority of votes, disregarding abstentions.

In the event of voting by slate of candidates, the slate of candidates that receives the greater number of votes shall be elected, provided that representing over half of the votes of shareholders entitled to vote.

If the shareholders do not accept the management’s proposal for voting in slates of candidates, the election will be closed once all positions on the board of directors are fulfilled, even in case of candidates whose names were not submitted for vote.

If after considering and voting all submitted slates, none of them receives the votes corresponding to an absolute majority of votes, a second voting between the two most voted slates shall be performed in the General Meeting, with the slate that receives more than half of the votes cast

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in this second vote being elected. The same procedure shall be adopted if the shareholders do not accept the management’s proposal for voting in slates and in the individual voting one of the offices remains vacant.

8.3.2. Multiple voting

Under Article 141 of the Brazilian Corporation Law, the shareholder or group of shareholders representing at least ten percent (10%) of the capital stock entitled to vote may request the adoption of a multiple voting process for the election of the members of the board of directors. This is an election procedure through which each share is attributed as many votes as there are positions to be filled on the board of directors and gives the shareholder the right to cumulate votes in only one candidate or distribute them among several ones.

Pursuant to Article 291 of the Brazilian Corporation Law, CVM may lay a scale reducing the minimum percentage to request the multiple voting procedure with respect to the capital stock of publicly-held companies. In this sense, Article 1 of CVM Instruction No. 165, of December 11, 1991, as amended (“ICVM 165/1991”) provides the following scale for multiple voting request:

Minimum Percentage of the Voting Interval of the Capital Stock (R$) Capital for Request of Multiple Voting % 0 to 10,000,000 10 10,000,001 to 25,000,000 9 25,000,001 to 50,000,000 8 50,000,001 to 75,000,000 7 75,000,001 to 100,000,000 6 above 100,000,001 5

Considering that the Company’s capital stock on the date hereof is four billion, nine hundred sixty million, seventy-nine thousand, eight hundred and forty-eight Brazilian Reais and four cents (R$4,960,079,848.04), the percentage to request for multiple voting process for the election of members of the Company’s board of directors is at least five percent (5%) of the total and voting capital stock, in accordance with Article 141 of the Brazilian Corporation Law and Article 1 of CVM Instruction 165/1991.

Thus, the request of multiple voting may be made by a shareholder or group of shareholders holding at least sixty six million, one hundred seventy-three thousand, two hundred and eleven (66,163,211) common, registered, book-entry shares without par value, issued by the Company.

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According to the Brazilian Corporation Law, the request for multiple voting shall be made by means of a written notice delivered to the Company within forty-eight (48) hours prior to the General Meeting. It is worth noting that, pursuant to §4 of Article 132 of the Brazilian Civil Code, the deadlines set in time are minute-by-minute counted.

Upon receipt of the request of multiple voting by the shareholder or group of shareholders representing the percentage of five percent (5%) of the capital stock entitled to vote, disregarding the treasury shares, the Company, in accordance with applicable law, shall disclose a “notice to shareholders” informing on the holding of the election of members of the board of directors through multiple voting process, as requested by the Company’s shareholders.

It is noteworthy that, if there is a request for multiple voting process, the main variable of the procedure is the presence of the shareholders at the General Meeting. Thus, although the Management proposes the establishment of eight (8) sitting members to compose the board of directors, depending on the attendance of the shareholders and the number of designated candidates, the Meeting may determine a greater number of effective members of the board of directors.

At the General Meeting, the presiding officers, based on the information in the “Attendance Book”, in compliance with the provisions of Article 141, §1 in fine of the Brazilian Corporation Law, shall inform the number of votes required, in any scenario, to elect one (1) member of the board of directors under multiple voting.

To calculate the number of votes required to elect one (1) member of the board of directors, the presiding officers shall use the following formula:

퐴 ∗ 퐶 푉 = + 1 퐶 + 1

Where:

“V” whole number of votes required, in any scenario, to elect one (1) member of the board of directors.

“A” number of acts entitled to participate in the multiple voting process held by the attending shareholders.

“C” number of positions in the board of directors to be filled by multiple voting.

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As there are no fractional shares and fractional votes, any fractions shall be disregarded.

It is noteworthy that the number to be informed by the presiding officers indicates the number of votes, in any scenario, to elect one (1) member of the board of directors. Indeed, depending on the effective allocation of votes at the General Meeting, it may be possible to elect a board member with a number of votes lower than the calculated by using the formula above.

According to §2 of Article 141 of the Brazilian Corporation Law, in the event of a tie, the unfilled positions shall be subject to new voting by a multiple voting mechanism, and the presiding officers shall inform, prior to the voting and the ballot, the number of votes necessary to elect one (1) member of the board of directors based on the above formula.

8.3.3. Separate election

In addition to the use of multiple voting, Article 141, §4 of the Brazilian Corporation Law guarantees the right to require a separate vote to elect one (1) member of the board of directors and the respective alternate to the following groups of shareholders: (a) minority holders of common shares present at the General Meeting representing, individually or jointly, at least fifteen percent (15%) of the capital stock entitled to vote; and (b) the holders of preferred shares with restricted voting rights attending the General Meeting representing, individually or jointly, at least ten percent (10%) of the total capital stock. It is noteworthy that, according to the interpretation by the CVM Collegiate Body of Article 141, §5 of the Brazilian Corporation Law, according to the meetings of November 8, 2005 (CVM Proceeding RJ 2005/5664) and April 11, 2006, in cases the company has only issued shares entitled to vote, the majority of the members holding at least ten percent (10%) of the total shares entitled to vote are entitled to elect and remove one member and its alternate member from the board of directors, in a separate vote at the shareholders’ meeting, excluding the controlling shareholder.

Also with respect to the performance of a separate voting for the election of one (1) member of the board of directors, the CVM Collegiate, in a meeting held on November 4, 2014 (CVM Proceedings No. RJ 2013/4386 and RJ 2013/4607), understood that the treasury shares shall be excluded from the total number of shares or the total number of shares entitled to vote, as appropriate, for the purposes of calculation of percentages specified in Article 141, §4 and §5 of the Brazilian Corporation Law.

However, considering that, currently, no shareholder or group of shareholders of PDG exercises the Company’s control power, as defined under the Novo Mercado Regulations of BM&FBOVESPA, for the election of members of the Company’s board of directors, the separate

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election provided for under Article 141, §4 and §5 of the Brazilian Corporation Law shall not apply.

8.3.4. Proposed number of members of the board of directors

In view of the rules for election mentioned above and the expiration of the term of office of the Company’s board of directors, the proposal that the board of directors to be elected at the General Meeting, to hold office until the ordinary shareholders’ general meeting approving the management accounts for the fiscal year ended on December 31, 2015, be composed of eight (8) sitting members is hereby reiterated.

It is noteworthy that, if there is a request for multiple voting process, the main variable of the procedure is the presence of the shareholders at the General Meeting. Thus, although the Management proposes the establishment of eight (8) sitting members to compose the board of directors, depending on the attendance of the shareholders and the number of designated candidates, the General Meeting may determine a number up to eleven (11) sitting board members.

8.4. ELECTION OF THE MEMBERS OF THE COMPANY’S BOARD OF DIRECTORS

Under applicable law, shareholders may appoint members to compose the board of directors. Considering the proposal for election of members of the board of directors by slate vote, it is recommended that shareholders wishing to appoint members to compose the board of directors submit the appointments of a full slate, composed of eight (8) candidates, subject to the minimum of twenty percent (20%) of members considered independent directors, pursuant to §2 of Article 12 of the Company’s bylaws and the Novo Mercado Regulations.

In accordance with ICVM 481/2009, this Proposal contains considerations on the slate designated by the Company’s management and the instructions for appointment of slates by the Company’s shareholders.

8.4.1. Candidates nominated by the Company’s management to compose the board of directors

The Company’s management appointed the following candidates to compose the Company’s board of directors, to serve until the ordinary shareholders’ general meeting that examines, discusses and votes on the management accounts and financial statements for the fiscal year ended on December 31, 2015:

Candidate Position

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Candidate Position Gilberto Sayão da Silva Independent Director Carlos Augusto Leoni Piani Sitting Director Marco Racy Kheirallah Sitting Director Mateus Affonso Bandeira Sitting Director Alessandro Monteiro Morgado Horta Independent Director Pedro Luiz Cerize Independent Director João da Rocha Lima Júnior Independent Director Bruno Augusto Sacchi Zaremba Independent Director

In compliance with ICVM 481/2009, Exhibit III contains the minimum information set out in items 12.5 to 12.10 of the reference form (as amended by Exhibit A of CVM Instruction No. 552, of October 9, 2014 (“ICVM 552/2014”)) with respect to the candidates nominated by the management to the Company’s board of directors.

8.4.2. Appointment of candidates to compose the board of directors

Shareholders who wish to appoint candidates for the board of directors may notify the Company in writing stating the full name and qualifications of the candidates. In view of the management proposal for election of members of the board of directors being performed through a slate voting, it is recommended that shareholders who wish to appoint candidates to compose the Company’s board of directors submit the appointment of a full slate composed of eight (8) members.

Under Article 3 of CVM Instruction 367, of May 29, 2002 (“ICVM 367/2002”), the shareholder who submits an appointment of a member of the board of directors shall present, in the same act:

(i) a copy of the statement of qualification or declare that he/she obtained from the candidate appointed information that he/she is able to sign such instrument, indicating any disclaimers; and

(ii) the resumé of the candidate appointed, containing at least his/her qualification, professional experience, education, main professional activity at the time and indication of which positions he/she occupies on the board of directors, board of auditors or advisory board in other companies.

As provided for in ICVM 367/2002, the statement of qualification shall be signed by a separate agreement and contain the candidate’s statement to the board of directors that he/she:

(i) is not prevented by special law or convicted of bankruptcy crime, malfeasance, bribery,

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graft, embezzlement, crime against public interest, public faith or property, or a criminal penalty that prohibits him/her, even temporarily, access to public office, as provided for in §1 of Article 147 of the Brazilian Corporation Law;

(ii) is not sentenced to temporary suspension or disqualification imposed by CVM, which makes him/her ineligible for publicly-held company management positions, as set out in §2 of Article 147 of the Brazilian Corporation Law;

(iii) meets the requirement of spotless reputation established by §3 of Article 147 of the Brazilian Corporation Law; and

(iv) does not hold a position in a company that may be considered a competitor of the company, and has not nor represents conflicting interests with the company, in accordance with items I and II of §3 of Article 147 of the Brazilian Corporation Law.

According to ICVM 367/2002, the candidate who: (a) has been elected by a shareholder that has also elected a board member of a competing company; and (b) maintains a subordination relationship with the shareholder who elected him/her is assumed to have conflicting interests with the Company.

The full qualification of each candidate must meet the minimum requirements set by the Department of Companies Registration and Integration (DREI) to record the minutes of the General Meeting by the Commercial Registry (item 2.2.5.1 combined with item 6.2.6.1 of Exhibit III to DREI Instruction No. 10 of December 5, 2013):

(i) full civil name;

(ii) nationality;

(iii) marital status and property regime;

(iv) profession;

(v) identity card number and issuing authority;

(vi) number of the Individual Taxpayers Register of the Ministry of Finance (CPF/MF); and

(vii) full residential address.

In addition to the clearance certificate, name and complete qualification and resumé containing the

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minimum information required by CVM Instruction 367/2002, to ensure symmetry and broad dissemination of information, the shareholder who appoints a candidate for the board of directors shall also include the information listed in items 12.5 to 12.10 of the reference form, as provided for by CVM Instruction 481/2009 (as amended by Exhibit A of CVM Instruction 552/2014).

Upon receipt of the candidate appointment for member of the board of directors containing the minimum information required by CVM Instruction 367/2002, the Company shall release a “notice to shareholders” reporting on the submitted appointment. This disclosure shall be conducted by Empresas.NET System, under “Notice to Shareholders”, type “further information” category, including on the subject-matter that it is an appointment of candidates for members of the board of directors submitted by minority shareholders.

It is noteworthy that the nomination may be performed in the General Meeting by the shareholder or by the group of shareholders in person or by proxy, who shall submit the documents and information mentioned above.

8.4.3. Information on the election of chairman of the board of directors

Under Article 12 of the Company’s bylaws, the board of directors shall have one (1) chairman and one (1) vice chairman, chosen by a majority vote of the attending members, at the first meeting of the board of directors that occurs immediately after the investiture of such members, or whenever resignation or vacancy in office occurs.

Among the duties of chairman of the board of directors, it shall be included the call notice and presiding over meetings of the board and of shareholders meetings, except, in case of shareholders’ meetings, the cases when another director, officer or shareholder is appointed in writing to preside over the meeting. Additionally, in the board of directors’ resolutions, chairman of the body shall be assigned the casting vote in the event of a tie.

The vice chairman, in turn, performs the duties of the Chairman in his/her absence or temporary disability, regardless of any formality.

In the election of the chairman and vice chairman of the board of directors, the provisions of §3 of Article 11 of the Company’s Bylaws, which prohibit the accumulation of positions of chairman of the board of directors and chief executive officer or general manager by the same person, shall be observed.

8.5. INSTATEMENT OF THE COMPANY’S BOARD OF AUDITORS

In accordance with article 161 of the Brazilian Corporation Law, any corporation must

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necessarily have a board of auditors, and the by-laws must establish provisions on its permanent operation or installation by the shareholders’ meeting at the request of shareholders.

Under article 21 of the bylaws, the board of auditors is not permanent, being installed by the shareholders’ meeting in fiscal years when the shareholders request its installation.

According to article 161, §2 of the Brazilian Corporation Law, the board of auditors shall be installed by the general meeting at the request of shareholders representing at least ten percent (10%) of voting shares or five percent (5%) of non-voting shares.

Under article 291 of the Brazilian Corporation Law, CVM may establish a table reducing the minimum percentage required for requesting installation of the board of auditors, based on the capital stock of publicly-held corporations.

Accordingly, CVM Instruction No. 324 of January 19, 2000, as amended (“ICVM 324/2000”), establishes the following table for requesting installation of the board of auditors:

Capital Stock % of voting Shares % of non-voting Shares Up to R$50,000,000.00 8% 4% From R$50,000,000.00 to 6% 3% R$100,000,000.00 From R$100,000,000.00 to 4% 2% R$150,000,000.00 Above R$150,000,000.00 2% 1%

Given that the capital stock of the Company is four billion nine hundred and sixty million seventy-nine thousand eight hundred and forty-eight Brazilian Reais and four cents (R$4,960,079,848.04), the percentage required for requesting installation of the board of auditors is at least two percent (2%) of the total and voting capital stock, in accordance with article 161 of the Brazilian Corporation Law and article 2 of ICVM 324/2000.

Despite the non-existence of any request for installation by a shareholder or group of shareholders holding at least two percent (2%) of the common shares issued by the Company, the installation of the board of auditors in 2015 fiscal year is proposed in view of the enhanced corporate governance resulting from the exercise of the supervisory role of Management by the board of auditors.

8.6. DEFINITION OF THE NUMBER OF MEMBERS OF THE COMPANY’S BOARD OF AUDITORS

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Article 161, §1 of the Brazilian Corporation Law provides that the board of auditors shall be comprised of a minimum of three (3) and a maximum of five (5) members and an equal number of alternates, who may or may not be shareholders, elected by the shareholders’ meeting.

In accordance with article 161, §4 of the Brazilian Corporation Law, minority shareholders are entitled to separately elect and remove one (1) member of the board of auditors and his alternate, provided they collectively represent at least ten percent (10%) of voting shares. Either way, given that the Company has no shareholder exercising control power, separate election shall not apply to the election of the board of auditors.

In order to always ensure that there is an odd number of members, it is proposed to establish a number of five (5) sitting members and their respective alternates to compose the board of auditors of the Company, who are to hold office until the ordinary shareholders’ general meeting held to examine, discuss, and vote the management accounts and financial statements for the fiscal year ended on December 31, 2015.

8.7. ELECTION OF THE MEMBERS OF THE COMPANY’S BOARD OF AUDITORS

Once the installation of the board of auditors is requested, the election of its members is mandatory. For such purpose, the shareholders, in accordance with applicable law, may nominate one or more candidates to the board of auditors.

In accordance with ICVM 481/2009, this Proposal presents considerations on the candidates nominated by the management of the Company and instructions for nomination of candidates by the other shareholders of the Company.

In accordance with article 162 of the Brazilian Corporation Law, only individuals residing within the country who hold university-level degrees or have exercised a management or board of auditors position at a company for a minimum period of three (3) years can be elected to the board of auditors.

Moreover, in addition to the persons listed in the paragraphs of article 147 of the Brazilian Corporation Law, members of management bodies and employees of the Company or of a controlled or group company and spouses or relatives within the third degree of a manager of the Company are also ineligible to the board of auditors.

8.7.1. Candidates nominated by the Company’s management

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The management of the Company nominates the following candidates to the board of auditors, who are to hold office until the ordinary shareholders’ general meeting at which the shareholders of the Company will resolve on the management accounts and financial statements for the fiscal year ended on December 31, 2015:

Sitting Members Alternate Members Saulo de Tarso Alves de Lara José Guilherme Cruz Sousa Vitor Hugo dos Santos Pinto Alexandre Pereira do Nascimento Sérgio Passos Ribeiro Roberto Leuzinger Antonio Gouveia Vieira Gabriel Felzenszwalb Luiz Cláudio Fontes Carlos Eduardo Martins e Silva

In compliance with ICVM 481/2009, Exhibit IV contains the minimum information set out in items 12.5 to 12.10 of the reference form, as amended by Exhibit A to ICVM 552/2014, with respect to the candidates nominated by the Company’s management.

8.7.2. Nomination of one or more candidates to compose the Board of Auditors

A shareholder who wishes to nominate a candidate to the Board of Auditors may give written notice to the Company stating the full name and personal details of the candidate. The Company recommends shareholders who wish to nominate a candidate to the board of auditors to submit the full name, personal details, full professional résumé of the candidate, and other information required under article 10 of ICVM 481/2009, subject to the election rules and conditions set forth in article 162, together with article 147, of the Brazilian Corporation Law.

Upon receiving the nomination of a candidate to the board of auditors, the Company shall publish a “Notice to Shareholders” on the nomination of members of the board of auditors by minority shareholders.

Despite the prior nomination and disclosure procedures, the candidate to the board of auditors may be presented at the General Meeting by the shareholder himself or by a group of shareholders, in person or by proxy, who shall submit the abovementioned documents and information.

Given CVM’s understanding that the election of alternate members of the board of auditors is mandatory to ensure the effectiveness of such body, the Company recommends shareholders who nominate a candidate to also nominate a candidate to the respective alternate position.

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8.8. DEFINITION OF THE ANNUAL GLOBAL COMPENSATION OF MANAGEMENT AND MEMBERS OF THE BOARD OF AUDITORS FOR THE FISCAL YEAR OF 2015

Under article 152 of the Brazilian Corporation Law, the general meeting must establish the global or individual amount of management compensation, including benefits of any nature and representation fees, taking into account their responsibilities, time devoted to their duties, professional skills and reputation, and value of their services in the market.

Likewise, article 162, §3 of the Brazilian Corporation Law provides that the compensation of the members of the board of auditors, in addition to the mandatory reimbursement of any travel and lodging expenses that may be required for the exercise of their duties, must be established by the general meeting at which they are elected and may not be lower, for each sitting member, to ten percent (10%) of the average compensation allocated to each officer, excluding benefits, representation fees, and profit sharing.

8.8.1. Global compensation amount of the managers

For fiscal year of 2015, the Company proposes a global amount of up to twenty-six million nine hundred and eighty-eight thousand two hundred and eighty Brazilian Reais and fifty-six cents (R$26,988,280.56) net of liabilities that are liens of the Company, equivalent to twenty-seven million, nine hundred seventy-seven thousand, fifty-six reais and fifty-six cents (R$ 27,977,056.56) including the amount corresponding to the antecipated contributions to INSS and that are liens of the Company, as management compensation, including both fixed and variable (taking into account the maximum attainable amount), direct and indirect compensation and the contemplated compensation to the board of auditors, as well as any amounts to be borne by the Company as a result of the Stock Option Plan of the Company. 1 The global compensation amount proposed herein covers the period from January to December, 2015. In compliance with the provisions of article 11, §1 of the bylaws, the board of directors shall resolve on the individual distribution of compensation among board members and officers.

Subject to the actual resolution of the board of directors on the distribution of compensation among management bodies, it is estimated that a global amount of up to seven hundred and twenty thousand Brazilian Reais (R$720,000.00) net of liabilities that are liens of the Company equivalent to

1 It should be noted that, in the opinion of the Company, the amounts relating to the Stock Option Plan do not qualify as “compensation” for labor and social-security purposes. The inclusion of such amounts in the calculation of the global management compensation is solely and exclusively for compliance with the regulatory requirements established by the CVM.

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eight hundred and sixty-four thousand reais (R$ 864,000.00) including the amount corresponding to the antecipated contributions to INSS will be allocated to the board of directors and up to twenty-five million nine hundred and eighty thousand two hundred and eighty Brazilian Reais and fifty-six cents (R$25,980,280.56) net of liabilities that are liens of the Company with equivalent value to twenty-six million, seven hundred sixty-seven thousand, four hundred fifty-six reais and fifty-six cents (R$ 26,767,456.56) including the amount corresponding to the antecipated contributions to the INSS and which are the Company’s liens to the Executive Board, included in the Executive Board’s total amounts the amounts to be borne by the Company as a result of stock call options granted under the Stock Option Plan of the Company. 2 8.8.2. Amounts to be allocated per management body

The table below shows the estimated sharing of the global compensation among management bodies. It should be stressed that, in accordance with the Company’s bylaws, the authority to establish the individual compensation of managers belongs to the board of directors. Thus, the board may allocate the compensation among the management bodies differently from the manner described in this Proposal.

Executive Board of Directors TOTAL Board Variable Compensation (maximum) 0.00 9,930,000.00 9,930,000.00 Fixed Compensation (maximum) 720,000.00 3,770,000.00 4,490,000.00 Benefits 0.00 262,683.53 262,683.53 Stock-based 0.00 12,017,597.03 12,017,597.03 TOTAL 720,000.00 25,980,280.56 26,700,280.56 *Amounts net of liabilities that are liens of the Company and not including the amounts estimated for the Board of Auditors.

Board of Executive TOTAL Directors Board

0.00 9,930,000.00 9,930,000.00 Variable Compensation (maximum) 864,000.00 4,557,176.00 5,421,176.00 Fixed Compensation (maximum)

2 It should be noted that, in the opinion of the Company, the amounts relating to the Stock Option Plan do not qualify as “compensation” for labor and social-security purposes. The inclusion of such amounts in the calculation of the global management compensation is solely and exclusively for compliance with the regulatory requirements established by the CVM.

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0.00 262,683.53 262,683.53 Benefits 0.00 12,017,597.03 12,017,597.03 Stock-based 864,000.00 26,767,456.56 27,631,456.56 TOTAL *Amounts including liabilities that are liens of the Company and not including the amounts estimated for the Board of Auditors.

8.8.2.1. Fixed Compensation

The fixed compensation of the members of the board of directors and of the board of auditors consists of twelve (12) salaries per year.

The fixed compensation of officers consists of thirteen (13) salaries per year annually adjusted for inflation. The benefits portion is represented by the aggregate sum of Meal Vouchers, Parking, Health Care, Dental Care, Ophthalmic Care, Orthopedic Care, Life Insurance, and Parking.

8.8.2.2. Variable Compensation

This item does not apply to the members of the board of directors and of the board of auditors, as they do not receive variable compensation, but only fixed compensation.

As for the executive board, the variable compensation corresponds to approximately eighty- four point forty-eight percent (84.48%) of the total compensation allocated to it, net of liabilities that are liens of the Company, including the portion relating to stock-based compensation. 3 Such percentage may vary due to changes in the results obtained by the Company during the period, given the risk- and profit-sharing component of the variable compensation.

8.8.3. Comparison of the proposed compensation and the compensation of the previous fiscal year

The table below shows the differences between the proposed compensation for this year and the proposed compensation for last year.

3 It should be noted that, in the opinion of the Company, the amounts relating to the Stock Option Plan do not qualify as “compensation” for labor and social-security purposes. The inclusion of such amounts in the calculation of the global management compensation is solely and exclusively for compliance with the regulatory requirements established by the CVM.

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Difference - Current proposal and prior proposal amounts

Body2 Proposed Proposed³ Reasons 2014 2015 Amounts1 ³ Amounts

Executive R$25,657,050.0 R$25,980,280. No material difference. Board 0 56

Board of R$720,000.00 R$720,000.00 No difference. Directors

Board of R$288,000.00 R$288,000.00 No difference. Auditors

1 In the Management Proposal from 2014, the proposed global amount of management compensation was of up to R$28,000,000.00; in the individual allocation of such amounts, the Company’s estimate was more approximate as shown above. 2 The members of the Statutory Executive Board who are members of the Board of Directors were paid as members of the Statutory Executive Board only. ³ The amounts are net of liabilities that are liens of the Company.

Difference - Current proposal and prior proposal amounts

Body2 Proposed Proposed³ Reasons 2014 2015 Amounts1 ³ Amounts

Executive R$ R$ 26,654,592.68 26,767,456.56 No material difference. Board

Board of R$ 864,000.00 R$ 864,000.00 No difference. Directors

Board of R$ 345,600.00 R$ 345,600.00 No difference. Auditors

1 In the Management Proposal from 2014, the proposed global amount of management compensation was of up to R$28,000,000.00; in the individual allocation of such amounts, the Company’s estimate was more approximate as shown above. 2 The members of the Statutory Executive Board who are members of the Board of Directors were paid as members of the Statutory Executive Board only. ³ The amounts include the liabilities that are liens of the Company.

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8.8.4. Comparison of the proposed amounts of the previous fiscal year and the realized amounts

The table below shows the differences between last year’s proposed compensation and the realized amounts under such proposal.

Difference - Prior proposal and realized amounts

Body1 Proposed Proposed Reasons 2014 2015 Amounts² Amounts² The difference between such amounts resulted Executive R$25,657,050.0 R$13,257,122. from the termination of certain members of the Board 0 00 Executive Board during the year, as well as from the non-receipt of bonuses by the Officers. Board of R$720,000.00 R$720,000.00 No difference. Directors

Board of R$288,000.00 R$288,000.00 No difference. Auditors

1 The members of the Statutory Executive Board who are members of the Board of Directors were paid as members of the Statutory Executive Board only. ² Amounts net of liabilities that are liens of the Company.

Difference - Prior proposal and realized amounts

Body1 Proposed Proposed Reasons 2014 2015 Amounts² Amounts² The difference between such amounts resulted Executive R$ R$ from the termination of certain members of the Board 26,654,592.68 14,146,610.09 Executive Board during the year, as well as from the non-receipt of bonuses by the Officers. Board of R$ 864,000.00 R$ 864,000.00 No difference. Directors

Board of R$ 345,600.00 R$ 345,600.00 No difference. Auditors

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1 The members of the Statutory Executive Board who are members of the Board of Directors were paid as members of the Statutory Executive Board only. ² of the amounts include the liabilities that are liens of the Company.

8.8.5. Compensation of the board of auditors

The compensation of the Board of Auditors shall be equal to ten percent (10%) of the fixed compensation allocated, on average, to each member of the Executive Board, i.e. of the compensation allocated to officers, not including benefits, representation fees, and profit-sharing.

8.8.6. Additional information on compensation

Exhibit V to this Proposal contains information on management compensation under item 13 of the reference form (with the wording recommended by the Circular Official Letter/CVM/SEP/No. 02/2015), as provided for in ICVM 481/2009.

8.9. ALTERATION OF THE NEWSPAPERS IN WHICH THE COMPANY USUALLY DOES ITS PUBLICATIONS

Given the Management Proposal released by the Company on March 18, 2015, one of the matters to be voted on the Company’ extraordinary shareholders’ general meeting to be held, at first call, on April 6, 2015 is the alteration of the Company’s headquarters and judicial district from the City of Rio de Janeiro, State of Rio de Janeiro, to the City of São Paulo, State of São Paulo. In this regard, assuming that the alteration of the Company’s headquarters will be approved in the above mentioned general meeting, the Company’s management proposes changing the major newspaper used for the publications required by corporate law from Valor Econômico – Rio de Janeiro to Valor Econômico – São Paulo, as well as from the Official Gazette of the State of Rio de Janeiro (Diário Oficial do Estado do Rio de Janeiro) to the Official Gazette of the State of São Paulo (Diário Oficial do Estado de São Paulo).

Under the main provision of art. 289 of the Brazilian Corporation Law, all corporate publications required by corporate law must be made in the Official Gazette (Diário Oficial) of the State in which the headquarters of the company is located and “in another major newspaper published in the location where the headquarters of the company is located.” Accordingly, as the headquarters of the Company is to be changed to the city of São Paulo, State of São Paulo, the newspapers used for the publications of the Company, including relevant facts, minutes of meetings, and financial statements, are to be changed to the Official Gazette of the State of São Paulo (Diário Oficial do Estado de São Paulo) and Valor Econômico – São Paulo.

Even if the change of newspapers is approved by the General Meeting, given the recent change of the headquarters and seeking greater transparency and broad disclosure of information to its shareholders,

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the minutes of the ordinary shareholders’ general meeting of the Company shall be published in both Valor Econômico – Rio de Janeiro and Valor Econômico – São Paulo, in accordance with art. 289, paragraph 3 of the Brazilian Corporation Law, and in both the Rio de Janeiro and São Paulo Official Gazettes (Diários Oficiais do Estado do Rio de Janeiro e de São Paulo). After the publication of the minutes of the ordinary shareholders’ general meeting that approves the change of newspapers as indicated herein, all other publications of the Company shall be made in Valor Econômico – São Paulo and in the Official Gazette of the State of São Paulo (Diário Oficial do Estado de São Paulo).

9. CONCLUSIONS

For the reasons above, the Management of the Company submits this Proposal for consideration of the shareholders convened at the General Meeting of the Company and recommends its full approval.

Rio de Janeiro, March 27, 2015.

Gilberto Sayão da Silva Chairman of the Board of Directors

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PDG Realty S.A. Empreendimentos e Participações Publicly-held Corporation

Corporate Taxpayer ID (CNPJ) No. 02.950.811/0001-89 Company Registry (NIRE) 33.3.00285.199 | CVM Code No. 20478

ORDINARY SHAREHOLDERS’ GENERAL MEETING TO BE HELD ON APRIL 29, 2015

MANAGEMENT PROPOSAL

EXHIBIT I

MANAGEMENT’S COMMENTS 2015 (Reference Form – Item 10)

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10.1 Management’s Comments regarding:

a. General financial and equity conditions

In 2014, 19 ventures were launched (in 2013: 27 ventures and in 2012: 36 ventures), with a total PSV (potential sales value) of R$1,857 million (in 2013: R$3,885 million and in 2012: R$1,903), with the Company’s share of this total being equal to R$1,360 million (in 2013: R$2,012 million and in 2012: R$1,755).

The main launches in 2014, 2013 and 2012, are still concentrated in the states of São Paulo and Rio de Janeiro.

In 2014, in Rio de Janeiro, the following ventures stand out: D’Oro – a high income project in the Botafogo district, which was sold out at launch; The City – Berlim – a new tower of the commercial project in the Barra da Tijuca district; Unique – in the Tijuca district; and the Niemeyer hotel tower in Niterói. In São Paulo, we are launching the Condomínio Arena, close to the new stadium in the Itaquera district, a part of the city which is enjoying a boom.

In 2013, in Rio de Janeiro, the following ventures stand out: Dom Condomínio Club and The City – bloco 01; In São Paulo the following venture stand out Jardim das Perdizes.

In 2012, in Rio de Janeiro, the following ventures stand out: Matizes and Focus Tijuca; in são Paulo the following ventures stand out: Residencial Di Lucca and Lisse Residênce.

Although the economic outlook proved to be even more challenging, the Company recorded gross sales of R$2,613 million in 2014 (in 2013: R$3,830 million and in 2012: R$5,334). Throughout 2014, we maintained our focus on sales from stock and resale of cancellations, managing to sustain a high reselling rhythm, even in the face of a less favorable economic scenario; the average resale12 months after the cancellation, reaches 85% in 2014 ans 2013 (in 2012: 75%). We continue reconstituting a significant part of the cumulative inflation during the period between the original sale and the resale, with an average price 11.5% higher than the original cancelled PSV in 2014 (in 2013: 15% and in 2012: 17%).

Total stock at market value ended the year 2014 at R$3,268 million (2013: R$4,014 million and in 2012: R$5,157). The number of units in stock at the end of 2014, totaled 9,968 units (in 2013: 13,914 and in 2012: 19,347). In 2014 the sales-to-inventory ratio came out at 36%; stock registered a sales–to- inventory ratio of 35%, while launches posted a figure of 36%.

The total number of units delivered in 2014 came to 25,841 (in 2013: 19,717), according to schedule and without any additional budget revisions.

At the end of 2014, the Company had 87 projects in progress, which translates into 24,358 units, 4,655 units or 19% of which are part of the My House My Life program, with 19,703 units or 81% of which are financed by the Brazilian National Housing System (SFH).

With the high number of “occupation licenses” issued in 2014, we will start off 2015 with 57 (Legacy Projects) in progress; the forecast is that these projects will be delivered by the end of 2015.

The upturn in terms of obtaining “occupation licenses” observed in the second half of 2014 has already been reflected in the number of registrations as well as in the number of transfers. In cumulative terms in 2014 we transferred a total of 15,682 units, which represents an 11% increase in comparison with the 14,164 units transferred in 2013 ans 35% lower compared to the 21,781 units transferred in 2012..

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Our expectation for 2015 is to transfer between 17,000 and 19,000 units over the course of the year.

In 2014, we posted a gross margin of 19.4%, 1.3 percent below the 20.7% margin achieved in 2013. In 2012 our margin was negative in 20,1%.The drop in 2014 can be attributed mainly to the discounts given during the “Na Ponta do Lápis” (Count Your Pennies) sales campaign, which took place in August 2014. The negative margin in 2012 was motivated, mainly, by the revision of the cost estimates to incur work performed that year.

Gross Margin to be appropriated reached 30.0% at the end of 2014, a 1.2% increase vis-à-vis 2013 (in 2013 28.8% of margin with a 1.7 increase vis-à-vis compared to the margin of 27.1% in 2012). The improvement in the Gross Margin to be appropriated is due to the increase in the percentage share of projects launched by the company’s new management, with greater margins and in line with the strategy adopted by the Company.

The forecast schedule for the appropriation of Gross Profit, related to deferred income (“REF”), in the Company’s result, is 78.6% in 2015, 16.1% in 2016 and 5.3% in 2017.

Projects launched after 2012, with an average gross margin of 30.7%, account for 42.1% of the total deferred REF gross profit and will play a more important role as the pre-2013 projects are delivered during 2015.

General and administrative expenses continue to exhibit a downward trajectory in year-on-year terms; in 2014, this reduction was 16% in comparison with 2013 (reduction of 3% compared 2013 with 2012). Commercial expenses showed a 12% drop in cumulative terms in 2014 in relation to 2013 (reduction of 17% compared 2013 with 2012).

Management continues to make adjustments to the size of the company in accordance with its operating needs and with its long-term strategic guidelines. Between 2012 and 2014, there was a 61% reduction in the number of staff, while between 2013 and 2014 there was a 42% decrease. The number of administrative employees decreased by 35.5% between 2012 and 2014, and by 17% between 2013 and 2014.

The financial result takes into account the increase in financial expenses, mainly on account of the increase in interest on loans, which jumped from R$869.3 million in 2013 (in 2012: R$767.8 milion) to R$954.1 million in 2014, in addition to the 20% decrease in interest capitalized as a financial expense on conclusion of the construction work.

The mark-to-market of the debentures, which had registered income of R$85.5 million in 2013 (in 2012 an expense of R$89.5 milion) did not have any impact on the financial result in 2014.

Within the concept of “extended debt”, taking into account the costs to be incurred in order to complete the current projects, our leverage has been dropping consistently since 2012, with a variation of 35% or R$4.6 billion. The refinancing needs up to the end of the first quarter of 2015 have already been taken into account, revealing once again, the creditors’ confidence in the Company.

With the cash generation that got underway in the third quarter of 2014, and which should increase over the course of 2015, we began the long process of deleveraging the company’s balance sheet. The proposed capital increase, from R$300 million to R$500 million, coupled with the operational deleveraging, will enable the company to readjust its capital structure, minimize its funding costs, and help renegotiate the debts that will be rolled over at some point.

We reduced net debt in the last quarter of 2014, reversing the cash consumption registered during the first half of the year, and ended 2014 with a positive balance of R$237 million – compared with the R$1,156 million cash

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consumption registered in 2013. The Company’s expectation is that cash generation will continue to increase over the next few quarters of 2015, on account of the delivery and transfer of old ventures.

The Company’s cash position as of December 31, 2014 was R$1,092 million (in 2013: R$1,353 million and in 2012: R$1,821 million).

b. capital structure and possible redemption of shares or quotas

In order to develop our business plan, we have optimized our funding sources with a capital structure containing equal amounts of equity and debt. The main sources of funding used by the Company are the credit lines obtained from banks and other financial institutions, as well as issues of the Company’s securities offered on the market, such as non-convertible debentures.

This structure provides us with resources for our main investment objective, which is the acquisition of plots of land, bearing in mind that we already have financing available for the construction costs. The Company does not have any other material investments apart from the purchase of plots of land, nor do we have any projects in terms of the merger, acquisition and diversification of significant investments.

Through its subsidiary PDG Companhia Securitizadora the Company has a way to raise funds, by issuing Real Estate Receivables Certificates (“CRIs”), and this represents a viable alternative for financing the production of residential projects in case of shortages of savings accounts’ funds, at increasingly competitive interest rates.

The Company manages its capital by means of leverage ratios, which is net debt, minus debts for supporting production, divided by consolidated equity. The Company’s net debt includes loans and financing, except for those intended for financing/ supporting production, granted under SFH conditions, minus cash and cash equivalents and financial investments. The table below shows the Company’s total consolidated equity, as well as the debts taken out over the course of the last three fiscal years, illustrating its capital structure in terms of equity and capital obtained from third parties:

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R$ - mil 2014 2013 2012 Dívida bruta . Dívida de SFH 2.975.374 3.759.454 3.217.296 . Outras dívidas corporativas 619.675 145.171 1.194.758 Total de empréstimos e financiamentos 3.595.049 3.904.625 4.412.054 Debêntures 1.398.809 1.460.396 1.742.840 Cédulas de crédito bancário (CCBs) e coobrigações 2.875.399 3.001.912 1.610.579 Total da dívida bruta 7.869.257 8.366.933 7.765.473 (-) Caixa, equivalentes de caixa e aplicações financeiras (1.091.948) (1.353.348) (1.820.558) Dívida líquida 6.777.309 7.013.585 5.944.915 (-) Dívida de SFH (2.975.374) (3.759.454) (3.217.296) (-) Dívida de CCB - Apoio à produção * (951.230) (796.203) (207.550) (-) Dívida de Debêntures - Apoio à produção * (590.621) (659.802) (863.505) Dívida líquida menos dívida com apoio à produção 2.260.084 1.798.126 1.656.564 Total do patrimônio consolidado 5.061.749 5.330.053 5.508.785 Dívida (sem SFH e Apoio à produção) / PL 45% 34% 30%

* Possuem as mesmas condições de contratação do SFH:

a) Tenham origem de linhas de crédito criadas junto ao Fundo de Garantia por Tempo de Serviço (FGTS) e/ou P oupança; b) Sejam des tinado s para o financiamento imo biliário (des envo lvimento de imó veis res idenciais o u co merciais ); c) Es tejam remunerado s pela variação da TR mais taxa de juro s máxima de 12%a.a.

R$- thousands 2014 2013 2012 Gross Debt . SFH Debt 2,975,374 3,759,454 3,217,296 Other corporate debt 619,675 145,171 1,194,758 Total loans and financing 3,595,049 3,904,625 4,412,054 Debentures 1,398,809 1,460,396 1,742,840 Bank credit bills (CCBs) and co-obligations 2,875,399 3,001,912 1,610,579 Total gross debt 7,869,257 8,366,933 7,765,473 (-) Cash, cash equivalents and financial investments (1,091,948) (1,353,348) (1,820,558) Net Debt 6,777,309 7,013,585 5,944,915 (-) SFH Debt (2,975,374) (3,759,454) (3,217,296) (-) Bank credit bills debt (CCB) – Support for production * (951,230) (796,203) (207,550) (-) Debenture debt - Support for production * (590,621) (659,802) (863,505) Net debt minus debt in support of production 2,260,084 1,798,126 1,656,564 Total consolidated equity 5,061,749 5,330,053 5,508,785 Debt (excluding SFH and Support for production)/net equity 45% 34% 30%

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* With the same contractual conditions as the SFH: a) These originate from credit lines created together with the Government Severance Indemnity Fund for Employees (FGTS) and/or Savings Accounts; b) They are intended for real estate financing (development of residential or commercial properties); c) They are remunerated using the variation in the TR (Referential Rate) plus a maximum interest rate of 12% p.a.

For more information about the Company’s debt, see item f in this same section. i) assumptions for redemption

Management advises that there are no intentions of redeeming shares issued by the Company. ii) redemption value calculation formula

Not applicable.

c. payment capacity in relation to the financial undertakings given

In fiscal year 2014, the net debt balance, minus support for production, amounted to R$2,260 million (R$7,869 million of gross debt, minus R$4,517 million of support for production, to R$1,092 million cash and cash equivalents). The consolidated net equity category shows a balance of R$5,062 million, which translates into an asset coverage ratio of 0.4.

In the fiscal year ended on 2013, the balance of the net debt, subtracted the production support, totaled R$1,799 milion (R$8,367 milion of gross debt, subtracted R$5,215 milion of production support, to R$1.353 milion of cash). The consolidated net equity presents the balance of R$5,330 million, which represents a balance coverage ratio to 0.3 times debt.

In the fiscal year ended on 2012, the balance of the net debt, subtracted the production support, totaled R$1,665 milion (R$7,765 milion of gross debt, subtracted R$4,289 milion of production support, to R$1,821 milion of cash). The consolidated net equity presents the balance of R$5,509 million, which represents a balance coverage ratio to 0.3 times debt.

We stress that the payment capacity shown in relation to the financial undertakings given, together with the strength of our cash position, is on track to comply with the strategic plan set out by the Company between 2012 and 2020, in which we had new sources of financing coupled with attractive rates at appropriate market times.

d. sources of financing for working capital and for investments in non-current assets used

In the fiscal year ended on December 31, 2014, we highlight the balance of real estate credits derived from the SFH. We entered 2014 with a balance of R$3,759 million, and we ended the year with a total SFH balance of

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R$2,975 million, resulting in a net reduction of R$784 million (a 21% reduction), due to the payment of funds through transfers of resources to the completion of the work.

In the fiscal year ended on December 31, 2013, we highlight the balance of the real estate credit derived to the SFH. We started 2013 with a balance of R$3,217 milion, and that same year we close wuth a total balance of SFH of R$3,759 milion, totaling a net increase of R$542 milion (increase of 17%), mainly, by supplementation of resources arising from financing banks of the work in progress.

In the fiscal year ended on December 31, 2012, we highlight balance of the real estate credit derived to the SFH. We started 2012 with a balance of R$2,609 milion, and that same year we close wuth a total balance of SFH of R$3,217 milion, totaling a net increase of R$608 milion (increase of 23%), mainly, by supplementation of resources arising from financing banks of the work in progress.

e. sources of financing for working capital and for investments in non-current assets which are intended to be used to make up for shortages in liquidity

In order to balance the cash flow and in accordance with the Company’s strategic plan, we intend to use financing available from the SFH, as well as other lines of credit with financial institutions, to raise funds for investment in non-current assets, repeating what was observed in fiscal years 2013 and 2014.

f. debt levels and the characteristics of the aforesaid debt

(i) relevant loan and financing contracts

The Company reduces its cash exposure to each undertaking through the use of third-party funds for financing construction via the Brazilian National Housing System (SFH), and of working capital lines offered by prime financial institutions.

The consolidated composition of the Company’s loans, as of December 31, by type of debt, is shown below:

Características dos saldo em 2014 Consolidado Taxa média Garantia R$ - mil 2014 2013 2012 Tipo de Dívida Recebíveis/ fiança proporcional/ TR + 8,3% até SFH 2.975.374 3.759.454 3.217.296 hipoteca / aval / penhora / hipoteca 12,3% imóvel / avalistas TJLP + 1% Hipoteca e fiança Alienação fiduciária de quotas sociais, Capital de Giro e SFI 477.400 5.521 1.062.359 CDI + 3,35% Aval, Nota promissória, Hipoteca, 4,50% até 8,70% Direitos Creditórios Finep/Finame 142.275 139.051 115.779 5,25% até 8,25% Aval PDG Outras dívidas - 599 16.620 CDI + 3,35% Nota Promissória Total 3.595.049 3.904.625 4.412.054

Parcela circulante 1.258.415 1.487.165 1.901.739 Parcela não circulante 2.336.634 2.417.460 2.510.315 Total 3.595.049 3.904.625 4.412.054

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Consolidated R$ - thousands 2014 2013 2012 Type of Debt SFH 2,975,374 3,759,454 3,217,296 Working Capital and SFI (Real Estate 477,400 5,521 1,062,359 Financing System) Finep/Finame 142,275 139,051 115,779 Other debts - 599 16,620 Total 3,595,049 3,904,625 4,412,054 Current portion 1,258,415 1,487,165 1,901,739 Non-current portion 2,336,634 2,417,460 2,510,315 Total 3,595,049 3,904,625 4,412,054

Characteristics of the balance in 2014 Average rate Guarantee TR + from 8.3% to Receivables/ proportional surety bonds / mortgages / guarantees / liens / real 12.3% estate mortgages / guarantors TJLP + 1% Mortgages and surety bonds CDI + 3.35% Collateral in terms of shares, guarantees, promissory notes, mortgages, 4.50% to 8.70% Credit Rights 5.25% to 8.25% PDG Guarantees CDI + 3.35% Promissory Notes

SFH

This is represented by the financing taken out with domestic commercial banks in order to finance the construction of the Company’s real estate developments, in addition to those of its subsidiaries and affiliated companies. These agreements have in-rem guarantees represented by the mortgage over the plot of land and by the fiduciary assignment or lien of the receivables, with the funds released after verification of the physical and financial progress of the construction projects, while the amortization period commences once the subject construction project of the agreement is completed. During the agreement amortization period, the funds originating from the settlement of clients’ debtor balances are used to amortize the amount of the debt.

Working Capital and SFI (Real Estate Financing System)

This is made up of banking instruments comprising the Company’s debt and the proceeds are intended for the Company’s working capital. These instruments may have in-rem or fiduciary guarantees and include restrictive clauses (covenants), non-compliance with which may trigger early maturity of the obligations. As of December 31, 2014, 2013 and 2012 the Company was in compliance with its contractual obligations.

(ii) Other long term relations with financial institutions

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The Company also reduces its cash exposure through the use of funds coming from debentures and bank credit bills (“CCBs”).

The consolidated composition of the balance of the Company’s debentures and CCBs, as of December 31, is shown below:

Consolidado R$ - mil 2014 2013 2012 Dívida bruta Debêntures 1.398.809 1.460.396 1.742.840 Cédulas de crédito bancário (CCBs) e coobrigações 2.875.399 3.001.912 1.610.579 Total da dívida 4.274.208 4.462.308 3.353.419

Consolidated R$ - thousands 2014 2013 2012 Gross debt Debentures 1,398,809 1,460,396 1,742,840 Bank credit bills (CCBs) and co-obligations 2,875,399 3,001,912 1,610,579 Total debt 4,274,208 4,462,308 3,353,419

Debentures

These are made up of various issuances earmarked for the Company’s working capital or to support production of our developments – when they include funds from the FGTS.

Bank credit bills (CCBs) and co-obligations

This consists of the CCBs and balances due to contractual co-obligations comprising the Company’s debt, where the proceeds are earmarked for the Company’s working capital or for financing production. These instruments may have in-rem or fiduciary guarantees and include restrictive clauses (covenants), non-compliance with which may trigger early maturity of the obligations. As of December 31, 2014, 2013 and 2012 the Company was in compliance with its contractual obligations.

(iii) Level of subordination between debts

During the fiscal years ended December 31, 2014, 2013 and 2012 the Company’s debts can be broken down, according to the nature of their guarantees: in-rem, floating and unsecured.

There is no level of subordination between the unsecured debts. The Company’s debts guaranteed by in-rem and floating guarantees include the preferences and prerogatives established under the law. Therefore, in the case of collective insolvency proceedings:

a) Debts which have in-rem guarantees have priority over the Company’s other debts in terms of receipt, up to the limit of the recorded asset, and

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b) Debts with floating guarantees enjoy preference over unsecured debts.

(iv) Possible restrictions imposed on the Company, in particular, in relation to indebtedness limits and the taking out of further debts, the distribution of dividends, the sale of assets, the issue of any additional securities and the sale of share control

The Company is a signatory to agreements establishing minimum and maximum limits for specific matters, in addition to placing restrictions on the Company when it comes to taking certain actions. Non-compliance with the agreed indices or failure to observe the established constraints can cause early maturity of the contracts.

The main constraints of the financial instruments during the fiscal years ended December 31, 2014, 2013 and 2012, are listed below:

 A request for any judicial or extrajudicial corporate reorganization plan whatsoever to any creditor or class of creditors, regardless of whether or not judicial ratification for the aforesaid plan has been requested or obtained; or filing a request with the courts for judicial corporate reorganization.

 Occurrence of any change in the direct or indirect shareholder control of the Issuer, under the terms of article 116 of Law 6404, of December 15, 1976, as amended (“Brazilian Corporation Law”), which implies downgrading of the risk classification (rating) to a level below that prevailing at the date of issue, or, in some cases, which alters the equivalent risk classification at the national level by the main risk classification agencies.

 Payment by the Company of dividends, equity interest or any other profit sharing established in the by- laws, when this is in arrears with the issuances in force at the time the event is declared, except, however, for the payment of the mandatory minimum dividend established in article 202 of Brazilian Corporation Law;

 Decree of acceleration of maturity of any financial obligations or debts whatsoever of the Company and/or of its relevant subsidiaries, on the domestic or international market;

 Alteration or modification of the Company’s business purpose, resulting in the Company ceasing to operate as a real estate developer and builder;

 Transformation of the Company into a private limited company, under the terms of articles 220 to 222 of Brazilian Corporation Law;

 Spin-off, merger or incorporation of the Company by another company, except if the said change in the corporate structure was previously approved by the holders of the debt securities or if they were granted the right of withdrawal;

 Reduction of the Company’s capital stock, causing the amount of capital stock to drop below 95% (ninety five per cent) of the level at which it stood at the date of issue, except (i) in the case of capital reductions carried out for the purpose of absorbing losses, under the terms of article 173 of Brazilian Corporation Law; or (ii) if previously authorized by the holders of the debt securities;

 Divestiture, expropriation, seizure or any other type of disposal by the Company of permanent assets of equivalent value as defined in the deeds and agreements which may affect its financial capacity.

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The aforementioned restrictions may not apply in full to all the agreements in force at this date, which may determine distinct limits on a case-by-case basis.

g. utilization limits of the financing that has already been contracted

Over the course of the last 3 fiscal years the resources under financing contracted by the Company in the area of the SFH were earmarked exclusively for use on the construction projects of the respective developments. The funds are released in accordance with the physical-financial progress of the construction projects.

With regard to the SFH balance as of December 31, 2014, of R$2.975 million, the original value contracted with these contracts amounted to R$5,621 million, of which R$4,431 million, or 79%, had already been released by December 2014.

Over the course of the fiscal years 2014, 2013 and 2012, we only had a utilization limit for the 3rd and 5th debenture issues. The funds from the aforesaid issues are used to finance the construction of residential developments. The funds are also released in accordance with the physical-financial progress of the construction work on the developments.

h. significant alterations in each item of the financial statements

Comparison of the Asset Accounts – December 31, 2014, 2013 and 2012

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(Em milhares de reais - R$) Consolidado Ativo 2014 2013 % AH. % AV. Circulante Caixa e equivalentes de caixa 1.044.265 1.309.457 -20% 7% Aplicações financeiras 47.683 43.891 9% 0% Contas a receber de clientes 4.495.579 5.460.048 -18% 28% Estoque de imóveis a comercializar 1.927.392 2.486.329 -22% 12% Tributos correntes a recuperar 127.858 105.842 21% 1% Contrato de mútuo 67.229 54.410 24% 0% Impostos diferidos 3.946 17.841 -78% 0% Despesas com vendas a apropriar 17.243 29.328 -41% 0% Outros ativos 245.340 226.951 8% 2% Total do ativo circulante 7.976.535 9.734.097 -18% 50% 2.397.470 - Não circulante Contas a receber de clientes 3.659.662 2.840.197 29% 23% Debêntures 26.634 24.030 11% 0% Estoque de imóveis a comercializar 2.364.729 2.370.859 0% 15% Contas correntes e mútuos com parceiros nos empreendimentos 155.025 184.450 -16% 1% Tributos correntes a recuperar - 6.066 -100% 0% Direitos creditórios adquiridos 76.678 76.162 1% 0% Outros ativos 43.876 7.616 476% 0% 6.326.604 5.509.380 15% 40%

Investimentos 456.677 427.653 7% 3% Propriedades para investimentos 555.611 462.574 20% 3% Imobilizado 50.312 67.877 -26% 0% Intangível 558.486 597.274 -6% 4% 1.621.086 1.555.378 4% 10% Total do ativo não circulante 7.947.690 7.064.758 12% 50%

Total do ativo 15.924.225 16.798.855 -5% 100%

(In thousands of Reais - R$) Consolidated Asset 2014 2013 % AH. % AV. Current assets Cash and cash equivalents 1,044,265 1,309,457 -20% 7% Financial investments 47,683 43,891 9% 0% Trade Accounts Receivable 4,495,579 5,460,048 -18% 28% Inventory of properties for sale 1,927,392 2,486,329 -22% 12% Current taxes recoverable 127,858 105,842 21% 1% Loan agreements 67,229 54,410 24% 0% Deferred taxes 3,946 17,841 -78% 0% Selling expenses to be appropriated 17,243 29,328 -41% 0% Other assets 245,340 226,951 8% 2%

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Total current assets 7,976,535 9,734,097 -18% 50% Non-current assets Trade Accounts Receivable 3,659,662 2,840,197 29% 23% Debentures 26,634 24,030 11% 0% Inventory of properties for sale 2,364,729 2,370,859 0% 15% Current accounts and loan agreements with partners in 155,025 184,450 -16% 1% the developments Current taxes recoverable - 6,066 -100% 0% Credit rights acquired 76,678 76,162 1% 0% Other assets 43,876 7,616 476% 0% 6,326,604 5,509,380 15% 40% Investments 456,677 427,653 7% 3% Properties for investments 555,611 462,574 20% 3% Property, plant and equipment 50,312 67,877 -26% 0% Intangible assets 558,486 597,274 -6% 4% 1,621,086 1,555,378 4% 10% Total non-current assets 7,947,690 7,064,758 12% 50% Total assets 15,924,225 16,798,855 -5% 100%

Analysis of the Main Variations in Assets:

Cash and Cash Equivalents and Financial Investments

Our cash and cash equivalents consist for the most part of resources available in bank checking accounts while our short-term and long-term financial investments consist of investments in top-tier banks. These accounts amounted to R$1,092 million as of December 31, 2014, representing 7% of our total assets as of that date, and in comparison with R$1,353 million as of December 31, 2013, representing 8% of our total assets on that date, resulted in a 19% drop. When comparing the amount registered in 2013 with registered on December 31, 2012, in the amount of R$1,763 milion, representing 11% of our total assets at that date, resulted in a drop of 23%. When comparing the amount registered in 2012 with registered on December 31, 2011, in the amount of R$1,640 milion, representing 9% of our total assets at that date, resulted in a drop of 8%.. The variation in this category is mainly due to the evolution of construction project sales during the period, along with payment of debt.

Net Accounts Receivable

Our short-term and long-term accounts receivable consist of credits resulting, almost entirely, from real estate sales, with the value of the contracts being updated in accordance with their respective clauses, while the aforesaid credits are recorded on a proportional basis according to the cost incurred in comparison with the total cost, in relation to unfinished units. These accounts amounted to R$8,155 million as of December 31, 2014, representing 51% to our total assets as of that date, and compared with R$8,300 million as of December 31, 2013, represemting 49% of our total assets as of that date, resulting in a 2% decrease. When comparing the

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amount registered in 2013 with registered on December 31, 2012, in the amount of R$8,044 milion, representing 48% of our total assets at that date, resulted an increase of 3%. When comparing the amount registered in 2012 with registered on December 31, 2011, in the amount of R$9,101 milion, representing 50% of our total assets at that date, resulted in a drop of 12%.

The variation of this appointment is in line with sales movements and with the evolution of the construction projects during the periods under analysis.

Inventory of plots of land and properties to be sold

Our inventory in terms of properties to be sold in the short-term and long-term consists of plots of land, properties under construction and units that have been built. As of December 31, 2014 the aforesaid inventory totaled R$4,292 million (representing 27% of our total assets on that date, and compared to R$4,857 million in December 31, 2013, representing 29% of our total assets on that date, in other words, a 12% decrease. When comparing the amount registered in 2013 with registered on December 31, 2012, in the amount of R$4,641 milion, representing 28% of our total assets at that date, resulted an increase of 5%. When comparing the amount registered in 2012 with registered on December 31, 2011, in the amount of R$4,507 milion, representing 25% of our total assets at that date, resulted in an increase of 3%.

The variation of this appointment is in line with the movement in our land bank, launches and sales during the periods under analysis.

Properties for Investments

Properties for investments totaled R$556 million as of December 31, 2014, representing 3% of our total assets as of that date, at that date, and compared toR$462 million as of December 31, 2013, representing 3% of our total assets as of that date, resulted in a 20% increase. When comparing the amount registered in 2013 with the amount registered on December 31, 2012, in the amount of R$237 milion, representing 1% of our total assets at that date, resulted an increase of 95%. When comparing the amount registered in 2012 with the amount registered on December 31, 2011, in the amount of R$213 milion, representing 1% of our total assets at that date, resulted in an increase of 11%.

The variation of this appointment refers to the operations of the investee REP; the main variations are related to net increase relates, for the most part, to improvements intended for modernizing shopping centers, to the adjustment of the value of the properties – by means of verification of their fair value – performed for the periods presented. In 2014 there was also divestiture of Shopping Largo XIII (in 2013: disposal of interest in CCS Panamby and in 2012: by transfer of some lands, registered in the investee of REP, to the caption "stock of property to comercialize").

Property, plant and equipment

Fixed assets amounted to R$50 million as of December 31, 2014,representing 0.4% of our total assets as of that date, versus R$68 million as of December 31, 2013,representing 0.4% of our total assets as of that date, resulting a decrease of 26%. In the comparison of the amounts registered in 2013 with the amount registered in December 31, 2012, in the amount of R$214 million, representing 1% of our assets on that date, resulting in a decrease of 68%. In the comparison of the amounts registered in 2012 with the amount registered in December 31, 2011, in the amount of R$177 million, representaing 1% of aour assets on that date, resulting in a increase of 21%.

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The variation of this category refers, for the most part, to the disposal of a number of movable assets as well as depreciation that occurred during the period and the decrease of the sale stands.

Intangible Assets

This category mainlly covers goodwill resulting from the acquisitions of our Goldfarb, CHL and Agre business units. On December 31, 2014, the balance on this account stood at R$558 million, representing 4% of our total assets as of that date, and compared to R$597 million on December 31, 2013, representing 4% of our total assets as of that date, resulted in 6% decrease. In the comparison of the amount registered in 2013 with the amount registered in December 31, 2012, in the amount of R$625 million, representing 4% of our assets on that date, resulted in a decrease of 4%. In the comparison of the amount registered in 2012 with the amount registered in December 31, 2011, in the amount of R$662 million, representing 4% of our assets on that date, resulted in a decrease of 4%.

The variation of this category refers to the movement in the goodwill in connection with the acquisition of Agre, applying the accounting regulations established for the Impairment Test and the write-off of the balance in 2012, referring to the investee REP DI, by recognizing the gain from calculating the fair value of the properties for investments.

Comparison of the Liability Accounts – December 31, 2014,2013 and 2012

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(Em milhares de reais - R$) Consolidado Passivo e patrimônio líquido 2014 2013 % AH. % AV. Circulante Empréstimos e financiamentos 1.258.415 1.487.165 -15% 8% Fornecedores 225.044 177.722 27% 1% Debêntures 496.659 196.502 153% 3% Obrigações por aquisição de imóveis 369.689 506.449 -27% 2% Obrigações fiscais, sociais e trabalhistas 181.690 169.197 7% 1% Impostos diferidos 295.279 380.965 -22% 2% Provisão para garantias 98.064 59.505 65% 1% Imposto de renda e contribuição social a pagar 58.157 45.798 27% 0% Contas correntes com parceiros nos empreendimentos 32.040 34.008 -6% 0% Coobrigação na cessão de recebíveis 215.775 36.134 497% 1% Obrigações por emissão de CCB/CCI 1.402.668 1.233.046 14% 9% Adiantamentos de clientes 212.503 404.857 -48% 1% Outros passivos 375.900 19.465 1831% 2% Total do passivo circulante 5.221.883 4.750.813 10% 33% 40.706 Não circulante Exigível de longo prazo

Empréstimos e financiamentos 2.336.634 2.417.460 -3% 15% Debêntures 902.150 1.263.894 -29% 6% Obrigações por aquisição de imóveis 174.582 216.927 -20% 1% Impostos diferidos 154.117 151.470 2% 1% Provisão para garantias 34.665 80.703 -57% 0% Provisão para contingências 245.943 183.068 34% 2% Coobrigação na cessão de recebíveis - 396.784 -100% 0% Obrigações por emissão de CCB/CCI 1.256.956 1.335.948 -6% 8% Adiantamentos de clientes 359.392 357.938 0% 2% Outros passivos 176.154 313.797 -44% 1% Total do passivo não circulante 5.640.593 6.717.989 -16% 35% - Patrimônio líquido Capital social 4.907.843 4.907.843 0% 31% Reserva de capital e ações em tesouraria 744.162 732.556 2% 5% Prejuízos acumulados (1.403.191) (873.948) 61% -9% Outros resultados abrangentes (66.592) (62.822) 6% 0% Patrimônio líquido atribuído aos acionistas controladores 4.182.222 4.703.629 -11% 26%

Patrimônio líquido atribuído aos acionistas não controladores 879.527 626.424 40% 6% Total do patrimônio líquido 5.061.749 5.330.053 -5% 32%

Total do passivo e patrimônio líquido 15.924.225 16.798.855 -5% 100% 40.706

(In thousands of Reais - R$) Consolidated Liabilities and shareholders’ equity 2014 2013 % AH. % AV.

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Current Liabilities Loans and financing 1,258,415 1,487,165 -15% 8% Suppliers 225,044 177,722 27% 1% Debentures 496,659 196,502 153% 3% Obligations on acquisition of properties 369,689 506,449 -27% 2% Fiscal, social and labor-related obligations 181,690 169,197 7% 1% Deferred taxes 295,279 380,965 -22% 2% Provisions for guarantees 98,064 59,505 65% 1% Income and social contribution taxes payable 58,157 45,798 27% 0% Current accounts with partners in the developments 32,040 34,008 -6% 0% Co-obligation on the assignment of receivables 215,775 36,134 497% 1% Obligations for the issuance of CCB/CCI 1,402,668 1,233,046 14% 9% Advances from clients 212,503 404,857 -48% 1% Other liabilities 375,900 19,465 1831% 2% Total current liabilities 5,221,883 4,750,813 10% 33% Non current liabilities Long-term liabilities Loans and financing 2,336,634 2,417,460 -3% 15% Debentures 902,150 1,263,894 -29% 6% Obligations on acquisition of properties 174,582 216,927 -20% 1% Deferred taxes 154,117 151,470 2% 1% Provisions for guarantees 34,665 80,703 -57% 0% Provisions for contingencies 245,943 183,068 34% 2% Co-obligation on the assignment of receivables - 396,784 -100% 0% Obligations for the issuance of CCB/CCI 1,256,956 1,335,948 -6% 8% Advances from clients 359,392 357,938 0% 2% Other liabilities 176,154 313,797 -44% 1% Total non-current liabilities 5,640,593 6,717,989 -16% 35% Shareholders’ Equity Capital stock 4,907,843 4,907,843 0% 31% Capital reserve and shares in treasury 744,162 732,556 2% 5% Accumulated deficits (1,403,191) (873,948) 61% -9% Other comprehensive income (66,592) (62,822) 6% 0%

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Shareholders’ equity attributed to the controlling 4,182,222 4,703,629 -11% 26% shareholders

Shareholders’ equity attributed to the non-controlling 879,527 626,424 40% 6% shareholders

Total shareholders’ equity 5,061,749 5,330,053 -5% 32% Total liabilities and shareholders’ equity 15,924,225 16,798,855 -5% 100%

Analysis of the Main Variations in Liabilities:

Loans, financing and debentures

Our gross debt is comprised of loans and financing, debentures, co-obligation in the assignment of receivables and obligations for the issuance of CCB/CRI. The balance to the short-term and long-term amounted to R$7,869 million as of December 31, 2014, representing 49% of the total of our total liabilities on that date, and in comparison with R$8,367 million, as of December 31, 2013, accounting for 50% of our total liabilities, on that date, representing a 6% decrease. In the comparison of the amount registered in 2013 with the amount registered in December 31, 2012, in the amount of R$7,765 million, representing 47% of our total liabilities on that date, resulted in an increase of 8%. In the comparison of the amount registered in 2012 with the amount registered in December 31, 2011, in the amount of R$6,860 million, representing 38% of our total liabilities on that date, resulted in an increase of 13%.

The variation of this category refers to the release of corporate and production credit (when they have the same conditions as of SFH), raising of capital throght the issuance of debentures and amortizations and burdens incurred.

Besides the recurring releases of the SFH’s funds incurred in the last three fiscal years, to the development of our projects we had the following variation in 2014: loans before Banco do Brasil in the amount of R$320 million, and issuances of CCB in the total amount of R$672 million, one issuance of debentures of our the investee REP in the total amount of R$70 million; in 2013: we have issued a CCB before CEF in the amount of R$600 million; in 2012 the Company has approved the issuance of the 8th issuance of debentures, in the total issuance amount of R$1.989 million and of the 7th issuance of debentures, in the total amount of R$140 million.

Obligations on the acquisition of properties

This category consists of obligations on account of the purchase of plots of land earmarked for real estate development, both in current liabilities as well as in non-current liabilities. Our obligations on account of the purchase of properties amounted to R$544 million on December 31, 2014, representing 3% of our total liabilities as of that date, in comparison with R$723 million on December 31, 2013, representing 4% of our total liabilities as of that date, resulting in a 25% decrease. In the comparison of the amount registered in 2013 with the amount registered in December 31, 2012, in the amount of R$746 million, representing 5% of our total liabilities on that date, resulted in a decrease of 15%. In the comparison of the amount registered in 2012 with the amount registered in December 31, 2011, in the amount of R$1,026 million, representing 6% of our total liabilities on that date, resulted in a decrease of 18%.

The variations, and decreases in each period, are in accordance with our land base.

Advances from clients

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This category consists, for the most part, of physical swaps contracted when acquiring plots of lands and of amounts received from buyers of units, but which have not yet been recognized by the Company in accordance with the criteria defined in the Accounting Pronouncements Committee’s CPC 04. The account, taking into account both current liabilities and long-term liabilities, amounted to R$572 million as of December 31, 2014, representing 4% of our total liabilities on that date, and compared with R$763 million in December 31, 2013, representing 4% of our total liabilities on that date, resulting in a decrease of 25%. In the comparison of the amount registered in 2013 with the amount registered in December 31, 2012, in the amount of R$828 million, representing 5% of our total liabilities on that date, resulted in a decrease of 8%. In the comparison of the amount registered in 2012 with the amount registered in December 31, 2011, in the amount of R$780 million, representing 4% of our total liabilities on that date, resulted in an increase of 6%.

The variations are in line with the total amount amortized in relation to physical swaps, in accordance with the evolution of costs incurred in the construction projects, and with the variation in our receivables portfolio, during that period.

Shareholders Equity

Our shareholders’ equity amounted to R$4,182 million (consolidated equity of R$5,062 million) in the fiscal year ended December 31, 2014, representing 26% of our total liabilities as of that date, compared to R$704 million (consolidated equity of R$5,330 million) in the fiscal year ended December 31, 2013, representing 28% of our total liabilities as of that date, resulting in a decrease of 11%. In the comparison of the amount registered in 2013 with the amount registered in December 31, 2012, in the amount of R$5,029 million (consolidated equity of R$5,509 million), representing 30% of our total liabilities on that date, resulted in an decrease of 6%. In the comparison of the amount registered in 2012 with the amount registered in December 31, 2011, in the amount of R$6,420 million, representing 35% of our total liabilities on that date, resulted in a decrease of 22%.

This variation during the periods is for the most part in line with the movement in terms of accumulated losses, other comprehensive income and capital reserves.

Comparison of the Operating Results – fiscal years ended December 31 2014, 2013 and 2012

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(Em milhares de reais - R$) Consolidado Demonstração do resultado 2014 2013 % AH. % AV. Receita operacional líquida 4.256.603 5.316.929 -20% 100% Custo das unidades vendidas (3.432.151) (4.218.496) -19% -81% Resultado bruto 824.452 1.098.433 -25% 19%

Despesas e receitas operacionais Comerciais (198.670) (226.739) -12% -5% Gerais e administrativas (361.910) (431.514) -16% -9% Tributárias (15.732) (12.330) 28% 0% Equivalência patrimonial 97.038 80.484 21% 2% Ganhos (perdas) de capital em controladas (67.046) (102.909) -35% -2% Depreciação e amortização (57.379) (73.852) -22% -1% Outras receitas (despesas) operacionais, líquidas (56.542) (89.563) -37% -1% (660.241) (856.423) -23% -16% Resultado antes das receitas e despesas financeiras 164.211 242.010 -32% 4%

Receitas e despesas financeiras Receitas financeiras 234.046 299.511 -22% 5% Despesas financeiras (719.705) (569.121) 26% -17% (485.659) (269.610) 80% -11% Resultado antes do imposto de renda e contribuição social (321.448) (27.600) 1065% -8% Imposto de renda e contribuição social (153.966) (125.657) 23% -4% Prejuízo líquido do exercício (475.414) (153.257) 210% -11% Atribuído aos: Acionistas controladores (529.243) (270.987) 95% -12% Acionistas não controladores 53.829 117.730 -54% 1% (475.414) (153.257) 210% -11%

(In thousands of Reais - R$) Consolidated Income Statement 2014 2013 % AH. % AV. Net operating income 4,256,603 5,316,929 -20% 100% Cost of the units sold (3,432,151) (4,218,496) -19% -81% Gross income 824,452 1,098,433 -25% 19% Operating expenses and revenues (198,670) (226,739) -12% -5% Commercial (361,910) (431,514) -16% -9% General and administrative (15,732) (12,330) 28% 0% Tax 97,038 80,484 21% 2% Equity pick-up (67,046) (102,909) -35% -2% Capital gains (losses) at subsidiaries (57,379) (73,852) -22% -1% Depreciation and amortization (56,542) (89,563) -37% -1% Other net operating revenues (expenses) (660,241) (856,423) -23% -16%

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Consolidated R$- thousands 2014 2013 2012

Result before financial revenues and expenses 164,211 242,010 -32% 4% Financial revenues and expenses 234,046 299,511 -22% 5% Financial revenues (719,705) (569,121) 26% -17% Financial expenses (485,659) (269,610) 80% -11% Result before income and social contribution taxes (321,448) (27,600) 1065% -8% Income and social contribution taxes (153,966) (125,657) 23% -4% Net loss for the fiscal year (475,414) (153,257) 210% -11% Attributed to the: (529,243) (270,987) 95% -12% Controlling shareholders 53,829 117,730 -54% 1% Non-controlling shareholders (475,414) (153,257) 210% -11%

Analysis of the Main Variations in the Result:

Gross Operating Revenue

Our gross operating revenue amounted to R$4,420 million in 2014, which is a 20% decrease in comparison with the R$5,501 million registered in 2013. The comparison of the revenue from 2013 with R$4,518 million from 2012, we had an icrease of 22%.

Consolidado R$ - mil 2014 2013 2012 Vendas imobiliárias 4.307.043 5.404.860 4.412.722 Outras receitas operacionais 113.258 95.819 105.843 Receita Operacional bruta 4.420.301 5.500.679 4.518.565 (-) Deduções da receita (163.698) (183.750) (152.279) Receita Operacional líquida 4.256.603 5.316.929 4.366.286

The gross revenue below is comprised of the following, in thousand of reais:

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Real estate sales 4,307,043 5,404,860 4,412,722 Other operating revenues 113,258 95,819 105,843 Gross operating revenue 4,420,301 5,500,679 4,518,565 (-) Deductions from revenue (163,698) (183,750) (152,279) Net operating revenue 4,256,603 5,316,929 4,366,286

Real Estate Sales

Sales of real estate developments amounted to R$4,307 million in 2014, which represents a 20% reduction in comparison with the R$5,405 million registered in 2013. The comparison of the sales from 2013 with R$4,413 million from 2012 demonstrates that we had an increase of 22%.

Other Operating Revenues

This item, which consists of revenues from rentals and services, stood at R$113 million in 2014, an 18% increase over the R$96 million figure observed in 2013. The comparison of the other revenues from 2013 with R$106 million from 2012 demonstrates that we had a decrease of 9%.

Deductions from Gross Revenue

Deductions from revenues in terms of sales, rental and services amounted to R$164 million in 2014, which translates into an 11% decrease in comparison with the R$184 million registered in 2013. The comparison of the deductions from 2013 with R$152 million from 2012 demonstrates that we had an increase of 21%.

Net Operating revenue

Our net operating revenue totaled R$4,257 million in 2014, a 20% decrease when compared to the R$5,317 million figure registered in 2013. The comparison of the net revenue from 2013 with R$4,366 million from 2012 demonstrates that we had an increase of 22%.

Cost of the Units Sold

The cost of the units sold came to a total of R$3,432 million in 2014, representing 81% of our net operating revenue, which translates into a 19% decrease in comparison with the R$4,218 million registered in 2013, representing 79% of our net operating revenue. The comparison of the cost from 2013 with R$5,242 million from 2012 demonstrates that we had a decrease of 20%.

Gross Operating Profit

The gross operating profit of R$824 million in 2014, representing 19% of our net operating revenue was 25% lower than the gross operating profit of R$1,098 million registered in 2013, representing 21% of our net operating revenue. The comparison of the gross profit from 2013 with R$876 million from 2012 demonstrates that we had a better performance.

Net Operating Expenses and Revenues

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Our net operating expenses amounted to R$660 million in 2014, which is a 23% decrease in comparison with the R$856 million observed in 2013. The comparison of the operating expenses from 2013 with R$983 million from 2012 demonstrates that we had a decrease of 13%, with the main variations being commented on below:

Commercial Expenses

Our commercial expenses totaled R$199 million in 2014, representing 5% of our net operating revenue, which is 12% less than the R$227 million registered in 2013, representing 4% of our net operating revenue. The comparison of the commercial expenses from 2013 with R$272 million from 2012 demonstrates that we had a decrease of 17%.

These decreases were due to the substantial decline in the number of the Company’s launches during the periods.

General and Administrative Expenses

Our general and administrative expenses stood at R$362 million in 2014, representing 9% of our net operating revenue, which is a 16% decrease in comparison with the R$431 million registered in 2013, representing 8% of our net operating revenue. The comparison of the general administrative expenses from 2013 with R$446 million from 2012 demonstrates that we had a decrease of 3%.

These decreases were due to the work of reviewing and consolidating the Company’s reorganization processes.

Other General and Administrative Expenses and Revenues

Other general and administrative expenses and revenues amounted to R$100 million in 2014, which is a 50% decrease in comparison with the R$198 million registered in 2013. The comparison of the other general expenses and revenues from 2013 with R$265 million from 2012 demonstrates that we had a decrease of 25%.

Financial Expenses and Revenues

Our net financial result stood at an expense of R$486 million in 2014, which is an 80% increase in comparison with the expenses of R$270 million observed in 2013. The comparison of the ofinancial expenses and revenues from 2013 with R$115 million from 2012 demonstrates that we had an increase of 134%.

The increase in financial expenses was on account of the increase in net debt and a reduction in interest charges which are capitalized in inventory.

Income and Social Contribution Taxes

Our expenses with income and social contribution taxes amounted to R$154 million in 2014, which represents a 23% increase vis-à-vis the R$126 million registered in 2013. The comparison of the income and social contribution taxes from 2013 with R$213 million from 2012 demonstrates that we had a decrease of 41%.

This variation is largely due to the increase in the tax base of the special tax regime (“RET”) in 2014 and to an increase in the assets differed in 2013.

Participation of minority shareholders

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Minority interest stood at R$54 million in 2014, a 54% decrease in comparison with the credit balance of R$118 million in 2013. The comparison of the balance from 2013 with the negative balance of R$32 million from 2012 demonstrates that we had an increase of 474%.

This variation is largely due to the effect of the valuation at fair value of the properties for investment of the subsidiary company REP DI, which occurred in greater numbers in 2013 and 2014.

Net Loss for the period

The net loss attributed to the Company was R$529 million in 2014, representing 12% of our net revenue, which is a 95% increase in comparison with the R$271 million loss registered in 2013, representing 5% of our net revenue. The comparison of the income from 2013 with the loss of R$2,155 million from 2012 demonstrates that we had a decrease of 87%.

Analysis of the Main Liquidity Items:

Considerations regarding Net Working Capital

On December 31, 2014, our net working capital stood at R$2,755 million, which represents a 45% decrease in relation to the figure for December 31, 2013, of R$4,983 million. The comparison of 2013 with the net working capital from December 31, 2012, in the amount of R$5,963 million, demonstrates that we had a decrease of 16%.

The variation in this item is linked to the main accounts included in this indicator (cash, accounts receivable, debts and inventories).

Liquidity and Capital Resources

Our main sources of liquidity are derived from cash generated by our operations and from our subsidiaries taking out real estate financing and loans by our subsidiaries, guaranteed by receivables from our clients, mortgages on the units or by surety bonds provided by the partners of the SPEs (Specific Purpose Companies).

Financing and management of our cash flow are crucial in a long-term activity such as ours. For the most part, we managed to finance our activities using the revenue from the sale of our units. We try to reduce the cash exposure for each real estate venture by using the following strategies: (i) partnerships with other real estate developers; (ii) financing for the full amount or part of the price involving the purchase of plots of land, by granting the seller of the plot of land a certain number of the units to be built on the land or a percentage of the proceeds from the sale of the units in the real estate development; and (iii) by financing the construction using resources from the SFH. It is our belief that these sources, together with the funds originating from the potential offer of securities and/or bonds representing our debt, will continue to be enough to meet our current funding needs, which include investment capital, amortization of loans and working capital.

From time to time, we evaluate new investment opportunities, both directly as well as by means of our subsidiaries or in partnership with other real estate developers, and we may end up financing these investments with our cash and cash equivalents, with the cash generated by our operations, by issuing securities representing our debt, with injections of capital or with a combination of the aforementioned alternatives.

Sources and uses of funds

We rely mainly on cash flow from our operations to supply the working capital needed to support our operating and investment activities.

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Of total sales financed for customers, we receive an average 30.0% of the price of each unit when completed. The remaining 70.0% will normally be received over a 5 - 10 year period. While units are being built, loans are normally adjusted based on the INCC monthly index. Our policy is to encourage customers to approach financial institutions to finance the balance outstanding on their units after their keys have been handed over. In this case, the unit is paid off by the financial institution, which thus becomes the customer’s creditor and beneficiary of rights to the property held as collateral. If a customer fails to obtain a loan from a financial institution, or in specific cases in which we decide to offer an alternative loan to our customers as part of our financing strategy, we continue to finance them and repayment amounts are then adjusted using the IGP-M wholesale price index plus annual interest charged at a rate of 12.0%. In these cases, we may decide to securitize receivables or keep loans in portfolio until fully repaid.

In relation to loans made to our customers, receivables are generally adjusted on monthly basis as follows: (i) during the building period, using the INCC construction costs index; and (ii) after an occupancy permit has been issued, at an annual interest rate of 12.0% plus the IGP-M price index in both markets.

Cash flow

In the last three fiscal years, our cash flow came from financing activities in line with changes occurring in the line items corresponding to debt.

The following table shows our cash flow for the respective periods:

R$ - mil Consolidado Resumo do fluxo de caixa 2014 2013 2012

Caixa líquido das atividades operacionais 76 (706) (1.238) Caixa líquido das atividades de investimentos (90) (212) (5) Caixa líquido das atividades de financiamentos (251) 465 1.367 Aumento (redução) de caixas e equivalentes: (265) (453) 124

R$ thousands Consolidated Cash flow summary 2014 2013 2012 Net cash from operating activities 76 (706) (1,238) Net cash from investing activities (90) (212) (5) Net cash from financing activities (251) 465 1,367 Increase (decrease) cash and cash equivalents: (265) (453) 124

Investments

We are not currently making significant investments in fixed assets. Land or sites acquired for property development projects are recognized on our balance sheet as “Properties to be sold” rather than fixed assets.

The main investments made by our subsidiaries related to the normal course of our business, such as purchases of land or sites to be developed for future sale of units built on them. Our activities are concentrated mainly in the states of São Paulo and Rio de Janeiro. In all locations where we operate, we are competing against the major players in the market.

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Financial Capacity

We believe that our existing funds and operating cash flow will be sufficient to meet our liquidity needs and financial obligations.

Item 10.b shows an analysis of the Company’s liquidity on December 31, 2014, 2013 and 2012:

Indebtedness

To the extent necessary, our funding comes preferably from Brazil’s housing finance system (SFH), since it offers lower interest rates than the private market.

The Company and its Subsidiaries usually provide the following guarantees for loans and financing transactions: (i) provisional transfer of title to land or sites; (ii) attachments on, or fiduciary assignment of receivables from sales of units; and (iii) guarantees from members of the Specific Purpose Entity corresponding to the agent financing the project.

Contractual Obligations

The table below summarizes material contractual obligations as of December 31, 2014, 2013 and 2012 (excluding debt, as we have shown in the previous section), which basically comprise obligations arising from land acquisitions:

Consolidado R$ - mil 2014 2013

Numerários - lançados 35.872 29.076 Numerários - a lançar 187.901 204.106 Vinculados a VGV - lançados 84.909 161.178 Vinculados a VGV - a lançar 236.372 330.882 (-) Ajuste a Valor Presente (783) (1.866) Total 544.271 723.376

Circulante - 506.449 Não circulante 174.582 216.927 Total 174.582 723.376

Consolidated R$ thousands 2014 2013 Revenues – launched 35,872 29,076 Revenues - to be launched 187,901 204,106 Potential Sales Value (PSV) related amounts - launched 84,909 161,178 PSV related amounts - to be launched 236,372 330,882

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(-) Adjusted to present value (783) (1,866) Total 544,271 723,376 Current - 506,449 Non-current 174,582 216,927 Total 174,582 723,376

Accounts payable are substantially restated using the National Civil Construction Index (INCC) or the General Price Index - Market (IGP-M) plus annual interest charges ranging from 4% to 12.0%.

10.2 Operating and financial results

a. results from the issuer’s operations, in particular:

i. description of any important components of revenue

Over the last three fiscal years ended December 31, 2012, December 31, 2013 and December 31, 2014, our revenues primarily came from developing and sales of units on our residential properties. In addition a large portion of our revenues came from letting properties as stated in “Other operating income”, basically stores on sites developed by our subsidiary Real Estate Partners Desenvolvimento Imobiliário S.A. (REP)

ii. factors that materially affected operating results

The gross revenue with real estate sales is verified in the accounts in accordance with the financial evolution of the construction costs of the venue, which means that even if we have already sold all of the venue, the revenue regarding the slae of units is registered in accordance with the development of the construction. Based on that, the main factors that influence the balance of the gross revenue during the fiscal year ended on December 31, 2012 was the review of the estimate of balance to be incurred of the cost of constructions and the financial evolution of the costs of the same projects.

For the fiscal year ended on December 31, 2013, the main factors that influence the balance of the gross revenue were the sales of smaller units in comparison with the previous year and to the 48 real estate venue projects cancelled with a VGV of 2.1 billion and a decrease of 1.3 billion to be incurred of the constructions cost.

For the fiscal year ended on December 31, 2013, the main factors that influence the balance of the gross revenue were the sales of smaller units in comparison with the previous year, as a consequence of the decrease on the growth of the construction sector when compared to 2013 and 2012.

The main reasons for this poor result were: the macroeconomic scenario, Brazil’s low growth rate, a tighter supply of credit, and lower consumer income. The real-estate market will probably continue to go through a stage of adjustment in 2015, particularly for items related to the supply of credit and disposable income.

Our industry depends on the Brazilian economy getting a better scenary and we believe that this process will be concluded by mid-2016. Our expectation today in relation to new investments is conservative; however we believe that upcoming changes may alter this scenario and that there will be a return of confidence with growth picking up again.

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b. variation in revenues attributable to changing prices, exchange rates, inflation, changes in volumes and introduction of new products and services

The Company recognizes its revenue from property development projects as a percentage of the costs incurred, using a metric that reflects the extent of completion and sales. The main changes in the fiscal years shown here reflect volume sales and percentage evolution of costs incurred to develop projects.

Most of our costs and our entire portfolio of receivables from projects yet to be completed are adjusted using the INCC index, which is the main cost or price index used to adjust our gross revenue.

Note that we do not have material revenues denominated in foreign currency. c. impact of inflation, variation in prices for principal supplies and products, exchange rates and interest rate on issuer’s operating and financial results

As mentioned above, the main index rates used for our business plan are the INCC, TR and CDI. Impacts arising from possible variations in these indices for our principal balances at December 31, 2014 are projected below:

The Company is exposed to fluctuating interest rates, most substantially variations in the CDI rate that remunerates our short-term investments in bank deposit certificates (CDIs) and repurchase agreements backed by debentures. In order to ascertain the sensitivity of the index for financial investments to which the Company was exposed, three different scenarios were defined: Scenario I (probable) - the December 31, 2014 closing price for the DI future contract maturing in January/2016, as traded on the BM&F Bovespa; Scenario II - the previous scenario with 25% and deterioration, and Scenario III with 50% deterioration.

For each scenario, we calculated “gross financial income” not including the impact of taxes on income from investments. The base date used for the portfolio was December 31, 2014, projecting one year and ascertaining CDI sensitivity for each scenario.

Cenário Provável Risco Operação - R$ mil CDI I II III

Fundos de investimentos - renda fixa 85.283 13% 10% 7% Receita projetada 11.053 8.289 6.217 Certificado de depósito bancário 547.422 13% 10% 7% Receita projetada 70.946 53.209 39.907 Operações compromissadas e outras 42.243 13% 10% 7% Receita projetada 5.475 4.106 3.079 Receita projetada total 87.474 65.604 49.203

Probable Scenario

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Transaction - R$ thousands CDI risk I II III Investment funds - fixed income 85,283 13% 10% 7% Projected revenue 11,053 8,289 6,217 Bank Deposit Certificates 547,422 13% 10% 7% Projected revenue 70,946 53,209 39,907 Repurchase agreements and other 42,243 13% 10% 7% Projected revenue 5,475 4,106 3,079 Total projected revenue 87,474 65,604 49,203

The Company is also exposed to interest charges on its bank loans at CDI and TR rates, loans from the National Housing Finance System at TR and interest on its debenture issues at CDI and TR - plus annual interest charges. In order to ascertain the sensitivity of the index for the debts to which the Company is exposed, three different scenarios were defined to assess the impact of possible variations in these indices.

Based on the TR and CDI rates in effect on December 31, 2014, we defined the probable scenario for the next 12 months and two others with 25% and 50% variations.

Cenário Provável Cenário Cenário Operação - R$ mil Risco I 25% 50% Financiamentos Taxa sujeita à variação CDI 271.570 330.516 389.568 Taxa sujeita à variação TR 226.058 230.199 234.341 Encargos projetados 497.628 560.715 623.909 Debêntures Taxa/índice sujeitos às variações CDI 74.723 91.086 107.472 Saldo das debêntures TR 34.753 35.401 36.050 Encargos projetados 109.476 126.487 143.522 Encargos totais projetados 607.104 687.202 767.431

Scenario Probable Scenario Scenario Transaction - R$ thousands Risk I 25% 50% Financing Rate subject to variation Interbank rate 271,570 330,516 389,568 (CDI) Rate subject to variation TR 226,058 230,199 234,341

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Charges projected 497,628 560,715 623,909 Debentures/bonds Rate / index subject to variations Interbank rate 74,723 91,086 107,472 (CDI) Balance of debentures TR 34,753 35,401 36,050 Charges projected 109,476 126,487 143,522 Total charges projected 607,104 687,202 767,431

The Company has no debts or receivables denominated in foreign currency. Additionally, none of our relevant costs are denominated in foreign currency.

10.3 Events that have occurred or are expected to occur having material effects on financial statements a. introduction or transfer of operating segment

There was no introduction or disposal of operating segments. b. constitution, acquisition or disposal of equity interest

There was no constitution, acquisition or disposal of equity interest that management believes was material. c. unusual events or transactions/operations

There were no unusual events or transactions.

10.4 Altered practices – Auditor report’s qualifications or emphases: a. significant changes in accounting practices

Considering the last three fiscal years, we had significant alterations in our accounting practices related to the themes below in the fiscal year of 2013:

Investment properties

In December 2013, our direct subsidiary REP Real Estate Partners Desenvolvimento Imobiliário S.A. and its subsidiaries, which develop sites, and set up and manage shopping malls, reclassified properties it had been holding in fixed assets to investment properties.

This reclassification reflected management’s belief that the fair value is the best means of measuring the properties from the point of view of the market.

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Consolidated Financial Statements and Joint Ventures

As a result of alterations made to CPC 36, the Company and its subsidiaries and affiliates (“Group”) altered their accounting policy for determining when control over investees exists and therefore when they should be consolidated. CPC 36(R3) introduced a new model for control focusing on the existence of the Group’s power over an investee, its exposure or right to variable returns from its involvement with the investee and its ability to use its power to affect those returns. b. significant effects of altered accounting practices

As described in the previous item, the significant alteration in our accounting practices have only occurred in the fiscal year of 2013, and caused the following effects:

Investment properties

Investment properties are presented separately from fixed assets on the Company’s balance sheet and are valued at fair value. Gains or losses from variations in the properties’ fair values determined using the criteria of fair value rather than historical cost, are included in the income statement for the period in which they arise. The net effect for the Company, obtained in the determination of fair value and recorded in financial year 2012, resubmitted toghether with the financial statements from 2013, totaled R$21,776,000.

Consolidated Financial Statements and Joint Ventures

The Group reviewed its conclusions as to control over its subsidiaries at January 1, 2013. As a result, the Group altered its conclusion concerning elements of control over certain entities that were previously recognized as ‘affiliate’ using the equity earnings equivalence method. The Group assessed control over investees taking into account items related to power over investee, exposure to its variable returns and the ability to use power to affect returns.

Therefore the stated policies and accounting practices as were used to prepare amounts for the year ended December 31, 2011 (represented by January 1, 2012) and December 31, 2012, resubmitted toghether with the financial statements from 2013.

Statement of the main effects of altered accounting policies

Material adjustments that impacted amounts related to restated financial statements are restated in accordance with CPC 23 - Accounting Policies, Changes in Accounting Estimates (IAS 8) and Rectification of Error and CPC 26 (R1) - Presentation of Financial Statements (amended by CPC revision 03).

The main impacts of altered valuations of investment properties and criteria for consolidation represented in the financial statements of December 31, 2013, are shown below:

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Consolidado R$ - mil Saldo em Efeito valor Saldo em 2012 do valor Efeito do Demais 2012 Efeitos no: Original justo CPC 36 Reclassificações Reapresentado Ativo Ativo Circulante 10.381.233 - 170.172 (10.316) 10.541.089 Propriedades para investimentos - 94.244 142.462 - 236.706 Investimentos 22.917 - 376.130 - 399.047 Imobilizado 282.104 - (67.696) - 214.408 Intangível 646.682 (4.075) (17.666) - 624.941 Demais contas não circulantes 4.701.236 - (23.693) - 4.677.544 Ativo Não Circulante 5.652.939 90.169 409.538 - 6.152.646 Total do Ativo 16.034.172 90.169 579.710 (10.316) 16.693.735

Passivo Passivo Circulante 4.458.262 - 119.624 - 4.577.886 Obrigações tributárias diferidas 148.157 32.043 (29.302) - 150.898 Outras obrigações 301.686 15.906 (15.908) - 301.684 Demais contas não circulantes 6.095.954 - 58.528 - 6.154.479 Passivo Não Circulante 6.545.797 47.949 13.318 - 6.607.064 Patrimônio líquido Capital social 4.907.843 - - - 4.907.843 Reservas de capital 792.301 - - (10.316) 781.985 Outros resultados abrangentes (58.107) - - - (58.107) Prejuízos acumulados (624.737) 21.776 - - (602.961) Patrimônio líquido - não controladores 12.813 20.444 446.768 - 480.025 Total do patrimônio líquido 5.030.113 42.220 446.768 (10.316) 5.508.785 Total do Passivo 16.034.172 90.169 579.710 (10.316) 16.693.735

Resultado Resultado bruto (806.957) - (68.912) - (875.869) Resultado operacional (1.155.907) 74.263 58.102 (74.263) (1.097.805) Imposto de renda e contribuição social (209.991) (32.043) (3.121) 32.043 (213.112) Resultado líquido (2.172.855) 42.220 (13.931) (42.220) (2.186.786)

Atribuído a: Sócio da empresa controladora (2.177.106) 21.776 - - (2.155.330) Sócio não controlador 4.251 20.444 (13.931) (42.220) (31.456) (2.172.855) 42.220 (13.931) (42.220) (2.186.786)

Consolidated R$ thousands Balance in Effect of 2012 fair-value Effect of Other Balance in Effects on: Original valuation CPC 36 Reclassifications 2012 Restated Asset Current Assets 10,381,233 - 170,172 (10,316) 10,541,089 Investment properties - 94,244 142,462 - 236,706 Investments 22,917 - 376,130 - 399,047 Fixed assets 282,104 - (67,696) - 214,408 Intangible 646,682 (4,075) (17,666) - 624,941 Other non-current 4,701,236 - (23,693) - 4,677,544

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accounts Non-current assets: 5,652,939 90,169 409,538 - 6,152,646 Total assets 16,034,172 90,169 579,710 (10,316) 16,693,735 Liabilities Current Liabilities 4,458,262 - 119,624 - 4,577,886 Deferred tax liabilities 148,157 32,043 (29,302) - 150,898 Other liabilities 301,686 15,906 (15,908) - 301,684 Other non-current 6,095,954 - 58,528 - 6,154,479 accounts Non-current liabilities 6,545,797 47,949 13,318 - 6,607,064 Shareholders’ equity Share capital 4,907,843 - - - 4,907,843 Capital reserves 792,301 - - (10,316) 781,985 Other comprehensive (58,107) - - - (58,107) income Accumulated losses (624,737) 21,776 - - (602,961) Shareholders’ equity - 12,813 20,444 446,768 - 480,025 non-controlling Total shareholders’ 5,030,113 42,220 446,768 (10,316) 5,508,785 equity Total liabilities 16,034,172 90,169 579,710 (10,316) 16,693,735 Result Gross income (806,957) - (68,912) - (875,869) Operating Income: (1,155,907) 74,263 58,102 (74,263) (1,097,805) Income tax and social (209,991) (32,043) (3,121) 32,043 (213,112) contribution Net income (2,172,855) 42,220 (13,931) (42,220) (2,186,786) Attributed to: Member of controlling (2,177,106) 21,776 - - (2,155,330) shareholder Non-controlling member 4,251 20,444 (13,931) (42,220) (31,456) (2,172,855) 42,220 (13,931) (42,220) (2,186,786)

c. auditor’s report qualifications and emphases

Qualifications:

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There were no qualifications in the auditor’s reports for fiscal years 2012, 2013 and 2014; other points shown in the auditor’s report are described below:

Emphasis

There were emphasis on the auditor’s report on the fiscal years of 2012, 2013 and 2014 regarding the following matters:

Guidance OCPC 04 issued by the Accounting Pronouncements Committee

As mentioned in Note 2.2 of the financial statements for FY 2014, the consolidated financial statements prepared in accordance with IFRS applicable to property development entities should additionally take into account Guidance OCPC 04 issued by the Accounting Pronouncements Committee. This guidance deals with recognition of revenue in this sector and involves matters relating to the meaning and application of the concept of continuous transfer of risks, benefits and control for sales of real estate units as described in more detail in Note 2.10 to the Financial Statements for FY 2014.The independent auditors’ opinion has not been modified in relation to this matter on the reports from 2014, 2013 and 2012.

Statements of value added

The independent auditors also examined individual and consolidated statements of value added for the year ended December 31, 2014, 2013 and 2012 prepared under management’s responsibility, which Brazilian legislation requires publicly traded companies to submit, but is not required under IFRS. These statements were submitted to the same audit procedures described above, and in the opinion of the independent auditors are fairly presented in all material respects in relation to the financial statements taken as a whole.

10.5 Critical accounting policies

Assessment of impacts of Provisional Measure 627 on the Company’s controls:

The publication of Normative Instruction 949/2009 enabled the Company and its subsidiaries to opt for the ‘Transitional Tax Regime’ (local acronym ‘RTT’), which allows a legal entity to eliminate the accounting effects of Law No. 11638/07 and MP 449/08 (converted into Law No. 11941/09), through its taxable income control register (LALUR) or auxiliary records, without alterations to its commercial bookkeeping.

Provisional Measure (MP) No. 627, which revoked the Transitional Tax Regime (RTT) among other measures, was published on November 11, 2013. Law 12973, resulting from the conversion of MP 627, was published on May 13, 2014. Among other measures, it: (i) revoked the Transitional Tax Regime (RTT) as of 2015 and introduced a new tax regime; and (ii) altered Decree-Law No. 1.598 598/77 concerning calculation of two taxes, ‘corporate income tax’ (IRPJ) and ‘social contribution on net income’ (CSLL). The new tax arrangements under Law 12973 come into effect for FY 2014, if the company exercises its option. Note that certain provisions in Law 12973 deal with distribution of profits and dividends, calculation of interest on own capital (interest on shareholders equity) and criteria for calculating shareholders’ equity during the period in which transitional tax arrangements (as per RTT) were in effect.

Based on our interpretation of the current wording of this law, we concluded that there was no need to anticipate its application for FY 2014 and there were no material effects on our operations and financial statements for the period ended December 31, 2013 nor for our 2014 financial statements.

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Accounting standards and interpretations that have been issued but are not yet mandatory for the year ended December 31, 2014:

 IFRS 9 - “Financial Instruments” covers classification, measurement and recognition of financial assets and liabilities: the project revising normative instructions for financial instruments consists of three phases:

Phase 1: Classification and measurement of financial assets and liabilities: in relation to classification and measurement in accordance with IFRS 9, all recognized financial assets currently within the scope of IAS 39 will subsequently be measured at amortized cost or at fair value.

Phase 2: Impairment methodology: IFRS 9’s impairment model reflects expected credit losses instead of IAS 39’s incurred credit losses. Using the IFRS 9 method for impairment, there is no need for a credit event to have occurred for credit losses to be recognized. Instead, an entity always states expected credit losses and variations in said expected credit losses. Amounts for expected credit losses should be updated at each financial statement date to reflect changes in credit risk as of initial recognition.

Phase 3: Hedge accounting: the hedge accounting requirements introduced by IFRS 9 maintain the three types of hedge accounting covered in IAS 39. However, IFRS 9 allows more flexibility in terms of types of transactions eligible for hedge accounting. Specifically there are more types of instruments that qualify as hedging instruments and more types of risk components of non-financial items eligible for hedge accounting. In addition, hedge effectiveness testing has been replaced by the “economic relationship” principle. A retrospective evaluation of hedging effectiveness is no longer needed. Additional disclosure requirements related to an entity’s risk management activities have been introduced.

Effective for annual periods beginning on or after January 1, 2018. Although the IASB encourages early adoption of these rules, the Brazilian Accounting Pronouncements Committee (CPC) does not allow this in Brazil.

 IFRS 15 - Revenues from customer contracts: on 28 May 2014, the IASB and the Financial Accounting Standards Board (FASB) issued new revenue recognition requirements in both IFRS and US GAAP, respectively. IFRS 15 - Customer Contract Revenues requires an entity to recognize the amount of revenue reflecting consideration expected in exchange for control of those goods or services. The new rule will replace most of the detailed guidance on revenue recognition currently existing in IFRS and US GAAP when it is adopted. Its application is required as of the annual periods beginning on or after January 1, 2017, although earlier application is allowed for IFRS purposes but not allowed locally until CPC and CVM conclude their harmonization and approval.

The Company is evaluating the effects of IFRS 15 and IFRS 9 for its financial statements and has not yet reached a conclusion based on the analyses made to date. Therefore we are unable to estimate any impact of adopting this standard.

There are no other IFRS standards or IFRIC interpretations yet to come into effect that could have a significant impact on the Company

10.6 Internal controls related to preparation of financial statements: degree of efficiency and deficiency and recommendations in auditor’s report

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a. degree of efficiency of such controls, indicating any imperfections and measures taken to correct them

The Company’s management is responsible for implementing and maintaining an adequate internal control structure for preparing financial statements. The purpose of evaluating internal controls relating to financial statements is to provide reasonable assurance as to the reliability of financial reporting and the preparation of financial statements for disclosure in accordance with generally accepted accounting principles. In this respect, the Company’s officers maintain a continuous process of revision, enhancement and improvement of internal controls, and are constantly checking the integrity of controls and reviewing any related notes made by outside consultants.

Due to their inherent limitations, as stated in item 10.6(b), internal controls in relation to financial statements may fail to prevent or detect errors. Similarly, projections of any evaluation of their efficacy for future periods are subject to the risk of controls becoming inadequate in altered circumstances, or deteriorating levels of compliance with policies or procedures. Whenever a fault is identified in the Company’s financial transactions, existing reports are corrected and new tools are customized to ensure more control and efficiency for transactions. In the Company’s financial transactions to date, no deficiencies have been identified that have led to any impact on its annual or quarterly financial statements. b. deficiencies and recommendations on internal controls in the independent auditor’s report

The auditor’s report on accounting practices, disclosure and internal controls identified non-material weaknesses in the financial statements of December 31, 2014. The main weaknesses thus noted are summarized as follows:

1) Impairment Analysis - land and goodwill

Improved impairment analysis for costs of sites and associated goodwill, considering the purpose for which the stock is maintained and current assumptions regarding sale value. In relation to goodwill, this lacks individualization for each site associated for amortization and impairment analysis.

Management is assessing the current process and the necessary improvements will be introduced during the 2015 financial year.

2) Timely reconciliation and analysis of long-standing issues pending under the following headings:

Deposits to be identified, financial swaps, Customer advances - Physical swaps, Related parties, Investments, Receivables from sale of investments, Other assets and liabilities and Partners’ current accounts, among others.

In the course of the 2015 financial year, Management will arrange for outstanding balances to be reconciled and will adjust any discrepancies in processes.

3) Access to programs and data, alterations of programs and interfaces

Segregation of functions in systems, control over access of outsourcers or contractors, formalized authority to grant access, deficiencies in control of access revocation, existence of generic system users, more complex password parameters with compulsory alterations, review of profiles of periodic accesses and alteration of program not formalized.

Management believes that effective procedures and rules to regulate and review access profiles and frequency of validation were introduced during 2014. The profile review process will be run every year for alternating areas of

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business so that all of the latter reviewed every two years.

4) Devise and enhance internal control over risks in processes

Some processes show deficiencies in controls, and / or risks in processes, but there are no internal controls to mitigate or monitor these risks.

Contingencies / Provisions i) Absence of control over receiving of processes - physical ii) Accounting control to monitor actual vs. planned provision of guarantee iii) Absence of study of percentage of provision for guarantee

On the above items, Management believes that: i) we will be remedying any risk by designating a specific department to control and monitor receipt and registration of repossessions carried out in 2014. ii) Monthly closeouts already contain revisions of provisions to be reverted, depending on dates or topped up to cover any specific discrepancy arising for a development. iii) Percentages adopted for projects are consistent with their real situations and with expenses incurred to provide guarantees for construction work.

Consolidation / Investment i) Control of related party transactions of any kind ii) Absence of review of shares of companies in investment program and corporate minutes and controls iii) Map showing control eliminations between related parties

Management believes that measures planned for 2015 in relation to improving the BPC and Tedesco system automation process and ensuring adequate information on equity investments, conciliation and elimination rules, used for the Company’s consolidated numbers - in addition to improvements in reconciliation of investments, will remedy the deficiencies identified.

Budget i) No evidence of review of physical measurements

Management believes that the implementation of the Somar project in SAP that was concluded in November/2014 will allow control over evidence of reviewed data.

Revenues / receivables i) Absence of definition of authorization level for granting discounts ii) Absence of evidence for control over manual write-offs

On the above items, Management believes that: i) The new measures introduced in November/14, with segregation of access so that a user requesting a discount could not have access to its approval, as well as the early-2015 introduction of a workflow to parameterize pre-approved discounts and their respective authorization levels, will remedy the deficiency noted. ii) With the initiatives now underway and steps to monitor discounts it will be possible to show evidence of manual write-offs.

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Inventories/ Costs i) Absence of physical and financial control over land bank ii) Control over input of physical measurements in system iii) Absence of cost analysis or demand analysis - properties iv) Impairment testing methodology for land / sites

Management believes that improvements due to be made to the SAP / RE system in 2015 will deliver the conditions required to improve current control.

On asset impairment tests, management believes that current procedures for analyzing cost of, or demand for, units in stock and impairment of land or sites, are being improved by the introduction of analyses by regional offices and validations supported by reports or opinions issued by outside experts.

Loans / Funding i) Absence of evidence of control over write-off of debts ii) Conciliation of transfer and securitization balances - intragroup iii) Absence of control over imputed contractual details iii) Methodology for calculating contractual covenants in funding transactions

Management believes that we will be able to ensure control over evidence of changes in debt by introducing the TRM / SAP system. In relation to covenant controls. We believe the measures planned for 2015 will help improve the current control process.

10.7 Allocation of proceeds from public offering a. how proceeds from offering were used

The Company has not made a public offering in the last three fiscal years. b. if there were material differences between funds actually invested and proposals for investments disclosed in the respective offering prospects/ memorandums

Not applicable, since the Company has not made a public offering in the last three fiscal years. c. reasons for discrepancies, if any

Not applicable, since the Company has not made a public offering in the last three fiscal years.

10.8 Material items not included in the Financial Statements: a. assets and liabilities held by the issuer, directly or indirectly, not included on balance sheet (off-balance sheet items), such as:

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i. operating leases, assets and liabilities ii. receivables portfolios written off in which the entity incurs risks and responsibilities, showing their liabilities iii. future purchase and sale agreements for products or services iv. unfinished construction contracts v. contracts for future receipt of financing

There were no itens, as described above, that were not presented at the Company’s financial statements regarding the fiscal years ended on December 31, 2014, 2013 and 2012. b. other items not shown in financial statements

Under the corporate legislation, the income to be allocated in the future, resulting from sales regarding venues under construction, are not recorded in the individual and consolidated financial statements. The Company records theses incomes in explanatory notes.

10.9 Comments on items not shown: a. how these items alter or may alter revenues, expenses, operating income, interest expenses or other items in the issuer’s financial statements

The deferred income of the real estate sale transctions is registered on the Company’s income in accordance with the percentage of the costs incurred by the real estate under construction. The unrealized income from sales and the costs of the lands and of construction are apported to the income account throght the method of percentage of conclusion of each venue, being such percentage measured as a result of the cost hired and actually incurred in comparison to the total estimated cost of the respective venues, including the costs of the projects and of the lands.

The incomes of incurred sales, including monetary adjustment, net of the installments already received, are accrued as receivables. Amounts received and higher than the incurred revenues are registered as early receipt from clients, and the fixed interests, to be incurred after the delivery of the keys, are apported to the financial income, observing the accrual basis, independently of the its actual receipt.

R$ - mil Consolidado Resultado de exercício futuro ("REF") 2014 2013 2012

Vendas contratadas a apropriar 1.805.232 3.838.957 6.250.600 Compromisso de construção (1.263.310) (2.733.932) (4.558.252) Total 541.922 1.105.025 1.692.348

R$ thousands Consolidated Deferred income(“REF”) 2014 2013 2012

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Contracted sales to be appropriated 1,805,232 3,838,957 6,250,600 Construction commitment (1,263,310) (2,733,932) (4,558,252) Total 541,922 1,105,025 1,692,348

Results to be appropriated will be recognized in the Company’s operating income as incurred development costs evolve. Pre-sales will be recognized in the line item headed ‘Revenues from Sales of Properties’ against ‘Customer Advances’ or ‘Accounts Receivable’; in the case of ‘Commitment to Construction’ they will be recognized in the ‘Cost of Properties Sold’ line item against ‘Stock of Properties to be Sold.

The part of the icomes of sales to be incurred in the future is demonstrated in an explanatory note from the Company. b. nature and purpose of the operation

The transaction whose deferred income are not registered in the financial statements refer to sales and commitments of construction regarding units not yet concluded, and are part of the Company’s operational activities. c. nature and amount of obligations assumed and rights generated in favor of issuer as a result of the operation

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Results to be recognized in future periods arising from pre-sales of units on sites now being developed, which are not reflected in financial statements under current accounting rules, are shown as follows:

10.10 Business Plan a. investments, including: i. quantitative and qualitative description of investments in progress and expected investments

At the end of 2014, there were 87 ongoing projects, of which 57 projects were released until December, 2012 and 30 projects were released after 2012, with a cost of R$1,744 million to be incurred. At the end of 2013, there were 181 ongoing projects, of which 165 projects were released until December, 2012 and 16 projects were released after 2012, with a cost of R$3,667 million to be incurred. At the end of 2012, there were 330 ongoing projects, all of which were reeased until December, 2012, with a cost of R$7,118 million to be incurred.

ii. sources of funding for investments

To develop our business plan, we optimize our sources of funding by equalizing own capital and leverage. The main sources of financing used by the Company are credit lines obtained from banks and other financial institutions as well as issues of our securities placed in the market.

The above mentioned financing provide funds for our main investment, which is the acquisition of land, since the funds required for construction of the Company’s projects come from Brazil’s Housing Finance System (local acronym SFH). The Company has no material investments other than purchase of land and has no projects for mergers or acquisitions or for diversifying material investments.

Land purchasing is the most critical step in the implementation of our resources. Therefore, in conjunction with reviews of several processes, we set up an Investment Committee in 2013 involving members from our property development, engineering, financial, legal, and commercial and project management departments. All land purchasing or sale decisions are now discussed by this joint committee.

We purchase sites or lots from individuals, legal entities and at judicial and extrajudicial auctions with due diligence audits to ensure legal and environmental compliance when acquiring the land or sites on which our projects will be developed. As is customary in the industry, we evaluate the cost-effectiveness of our acquisitions by managing any potential legal and / or environmental risks, acting on advice from our legal and technical advisors. Concurrently with due diligence auditing, we conduct studies of financial viability and usually engage outside consultants to survey demand.

Based on our investments in land over the past years, we now have a land bank covering Brazil’s major states and cities.

Notwithstanding the success of the execution of the strategic plan until this moment, the current economic situation brings additional risks to it. For this reason, the management has decided to adopt three actions aiming to improve the Company’s capital structure and to relieve potential risks to the conclusion of the Company’s restructuring process: 1) Capital increase in the amount of up to R$500,000,000.00, approved by the Company’s Board of Directors in the meeting held on March 18, 2015 and in accordance with the material fact released

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on the same date. The capital increase is subject to the approval of the Shareholders’ General Meeting;

2) Early reschedule of the corporate debts and support to the production due in 2015, in coordination with the capital increase. As we have already mentioned, part of the credits were already negotiated and we expect to conclude the other negotiantions by the end of the capital increase; and

3) In the last months of 2014, we have concluded some transactions and are studying others that are expected to be concluded in the first semester of 2015. One of these transactions, concluded in the third quarter of 2014, reffered to the sale of equity in 17 special purpose companies, for R$260 million, located in diferent parts of Brazil, whose control remain with PDG.

Through the actions listed above, the management expects to consolidate the conclusion of the restructuring process provided in the strategic planning, notwithstanding the non-favorable economic situation, by means of a higher alignment of the performance of the Company’s assets and liabilities.

iii. material divestitures in progress and planned divestitures

The Company estimates the acceleration of the sale of non-core assets and inventory, with the purpose to ensure an additional liquidity cushion, as described in item 3 above. b. if already disclosed, state acquisition of plants, equipment, patents or other assets that may materially affect the issuer’s production capacity

There were no purchases of plant, equipment or other assets that could materially affect the Company’s production capacity. c. new products and services, stating:

i. description of ongoing research already disclosed

Not applicable, since we have no research or development projects already disclosed.

ii. total issuer has spent on research and development for new products or services

Not applicable, since we have no research or development for new products or services.

iii. projects being developed that have been disclosed

Not applicable, since we have no projects being developed that have already been disclosed.

iv. total amounts spent by issuer to develop new products or services

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Not applicable, since we have no research or development projects already disclosed.

10.11 Other factors that have material influence

There are no other factors that have materially affected the Company’s operating performance or that have not been identified or commented on in the other items in section 10.

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PDG Realty S.A. Empreendimentos e Participações Publicly Held Company

Corporate Taxpayer ID (CNPJ) No. 02.950.811/0001-89 Company Registry (NIRE) 33.3.00285.199 | CVM Code No. 20478

ORDINARY SHAREHOLDERS’ GENERAL MEETING TO BE HELD ON APRIL 29, 2015

MANAGEMENT PROPOSAL

EXHIBIT II

BOARD OF AUDITORS REPORT

(Company’s Board of Auditors Report)

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Board of Auditors Report

The members of the board of auditors of PDG Realty S.A. Empreendimentos e Participações, a joint- corporation, with its corporate acts filled before JUCERJA under the Company Registry (NIRE) 33.3.00285.199, enrolled before the Corporate Taxpayer ID (CNPJ) No. 02.950.811/0001-89, (“Company”), after KPMG auditors Ederson Carvalho and Marcos Ohata submitted the audit items for year 2014 without material auditing points, unanimously voted to approve the following audit opinion without any qualifications or restrictions: “The board of auditors of PDG Realty S.A. Empreendimentos e Participações, making use of its statutory attributions, at its meeting held on March 17, 2015, examined: (i) Management’s report and financial statements for the year ended December 31, 2014, the proposed allocation of income for the year ended December 31, 2014, comprising balance sheet, statement of income, statement of changes in shareholders’ equity; and statement of cash flow, statement of added value and notes. Based on audit tests and information provided by management, the board of auditors concluded that the abovementioned management report and financial statements are in all material respects fairly presented and consistent with applicable legal standards.

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PDG Realty S.A. Empreendimentos e Participações Publicly-Held Corporation

Corporate Taxpayer ID (CNPJ) No. 02.950.811/0001-89 Company Registry (NIRE) 33.3.00285.199 | CVM Code No. 20478

ORDINARY SHAREHOLDERS’ GENERAL MEETING TO BE HELD ON APRIL 29, 2015

MANAGEMENT PROPOSAL

EXHIBIT III

ELECTION BOARD OF DIRECTORS (Reference Form (as amended by Exhibit A to ICVM 552/2014) – Item 12 – Items 12.5 to 12.10 – Members of the Board of Directors nominated by the Company’s management)

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PDG Realty S.A. Empreendimentos e Participações Publicly-Held Corporation

Corporate Taxpayer ID (CNPJ) No. 02.950.811/0001-89 Company Registry (NIRE) 33.3.00285.199 | CVM Code No. 20478

INFORMATION ABOUT THE CANDIDATES NOMINATED FOR THE BOARD OF DIRECTORS (Information set forth in items 12.5 to 12.10 of the reference form, in accordance with Exhibit A to ICVM 552/2014, relating to the candidates to comprise the board of directors nominated by the Company’s management)

12.5 Composition and professional experience of the management

Name CPF Age Occupation Gilberto Sayão da Silva 016.792.777-90 44 Third-Party Fund Manager Management Body Elective Office Held Other Offices and Functions Exercised at the Issuer Board of Directors Sitting Chairman of the Board Member of the Governance and Strategy Committee and of the of Directors Personnel and Compensation Committee Elected by the Controlling Election Date Investiture Date Term of Office Shareholder April 29, 2015 April 29, 2015 1 year No Independent Director Criteria used to determine independence Consecutive Terms of Office

Yes According to definition of the Novo Mercado Regulations 9 Professional Experience Chairman of the Company’s Board of Directors. He is also a current partner of Vinci Partners (a Company’s shareholder with an indirect equity interest greater than 5% of the capital stock) and member of its Management Committee. He was previously a partner of Banco Pactual, in charge of the Investments, Corporate Finance and Hedge Fund Departments. From 1998 to 2009, Gilberto Sayão was a member of the Executive Committee of Banco Pactual and subsequently of Banco UBS Pactual, engaged in the strategic and corporate decisions of the institution, and he was appointed Chairman of the Bank. Additionally, from 2006 to 2009 he was the principal Officer of UBS Pactual Gestora de Investimentos Alternativos Ltda., an investment management company in charge of managing the capital of the former partners of Banco Pactual. He started his career with Banco Pactual in 1993 in the area of development of Computerized Financial Systems and in 1995 he became a partner. He is currently a member of the Board of Directors of several other companies, such as Equatorzial Energia S.A., Companhia Energética do Maranhão – CEMAR, Inbrands S.A. He has a degree in Electric Engineering from Pontifícia Universidade Católica do Rio de Janeiro – PUC-Rio. Statement of Convictions Mr. Gilberto Sayão da Silva received warning penalties in Administrative Proceedings No. 0001019647 of the Central Bank of Brazil, and penalties of warning and fine in Administrative Proceedings No. 0001019646 and 301187202, also of the Central Bank of Brazil.

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Name CPF Age Occupation Alessandro Monteiro Morgado Horta 005.153.267-04 44 Engineer Management Body Elective Office Held Other Offices and Functions Exercised at the Issuer Board of Directors Sitting Member of the Board Member of the Governance and Strategy Committee and of the of Directors Financial Committee. Elected by the Controlling Election Date Investiture Date Term of Office Shareholder April 29, 2015 April 29, 2015 1 year No Independent Director Criteria used to determine independence Consecutive Terms of Office Yes According to definition of the Novo Mercado Regulations 9 Professional Experience Vice-President of the Company’s Board of Directors. He is also a current partner of Vinci Partners (Company’s shareholder with an indirect equity interest greater than 5% of the capital stock) and member of its Executive Committee. From 2006 to 2009 he was one of the Officers of UBS Pactual Gestora de Investimentos Alternativos Ltda., an investment management company in charge of managing the capital of the former partners of Banco Pactual. He was also the Deputy CEO of Banco UBS Pactual. From 2003 to 2006 he was the Managing partner in charge of the Management and Operations Area of Banco Pactual, which included the Operations, Legal, Compliance, Controllers, Accountants, Taxes, IT, Corporate Services and HR departments. From 2001 to 2006, Alessandro Horta led the Investments Area of Banco Pactual, especially the segments of private equity investments. From 1997 to 1998 we worked as a variable income trader of Banco CSFB Garantia. From 1994 to 1997 he was an asset manager for Opportunity Asset Management. From 1991 to 1994 he worked as a variable income and fixed income trader and a real estate investment analyst for Banco Icatu. During that period, he joined the Advisory Board of Saraiva S.A. Livraria e Editores (a publicly-held corporation operating in the printing and publication industry), Light S.A. (a publicly- held corporation operating in the electricity industry), as well as the Board of Directors of Satipel Industrial S.A. and Intesa S.A.. He is currently a member of the Board of Directors of several other companies, including Equatorial Energia S.A. (a publicly-held corporation operating in the electricity industry), Inbrands S.A. (a publicly-held corporation in the retail industry) and Companhia Energética do Maranhão – CEMAR (a publicly-held corporation that operates in the electricity industry). He has a degree in Electronic Engineering from Pontifícia Universidade Católica do Rio de Janeiro – PUC-Rio. Statement of Convictions Over the last five years, Mr. Alessandro Monteiro Morgado Horta was not (i) convicted in any criminal proceeding, (ii) convicted in any administrative proceeding of CVM or (iii) sentenced in a final and non-appealable judgment in any legal or administrative proceeding which resulted in his suspension or disqualification for the performance of any professional or business activity whatsoever.

Name CPF Age Occupation Bruno Augusto Sacchi Zaremba 034.032.377-96 40 Economist

Management Body Elective Office Held Other Offices and Functions Exercised at the Issuer Board of Directors Sitting Member of the Board Member of the Financial Committee and of the Personnel and of Directors Compensation Committee. Elected by the Controlling Election Date Investiture Date Term of Office Shareholder April 29, 2015 April 29, 2015 1 year No Independent Director Criteria used to determine independence Consecutive Terms of Office Yes According to definition of the Novo Mercado Regulations 2 Professional Experience A partner and member of the management committee and of the Private Equity team of Vinci Partners (a Company’s shareholder with an indirect equity interest greater than 5% of the capital stock). He joined Banco Pactual in 1996 as a business analyst. Until 2003 he worked in the research and analysis team, in the banks, retail, consumption and tobacco area. Then we has appointed a manager of the area of proprietary investments for developed markets in the variable income segment, a position that he held when he joined Vinci Partners in 2009. He is currently an alternate member of the Board of Auditors of Equatorial Energia S.A. and of Companhia Energética do Maranhão – CEMAR (a publicly-held corporation operating in the electricity industry). He has a degree in Economics from Pontifícia Universidade Católica do Rio de Janeiro as well as a CFA certificate. Statement of Convictions Over the last five years, Mr. Bruno Augusto Sacchi Zaremba was not (i) convicted in any criminal proceeding, (ii) convicted in any administrative proceeding of CVM or (iii) sentenced in a final and non-appealable judgment in any legal or administrative proceeding which resulted in his suspension or disqualification for the performance of any professional or business activity whatsoever.

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Name CPF Age Occupation Carlos Augusto Leone Piani 025.323.737-84 41 Civil Engineer Management Body Elective Office Held Other Offices and Functions Exercised at the Issuer Board of Directors Sitting Member of the Board Chief Executive Officer and Advisor to the Governance and of Directors Strategy Committee Elected by the Controlling Election Date Investiture Date Term of Office Shareholder April 29, 2015 April 29, 2015 1 year No Independent Director Criteria used to determine independence Consecutive Terms of Office

No Not applicable 2 Professional Experience Company’s Chief Executive Officer. He was jointly liable for the Private Equity area of Vinci Partners Investimentos Ltda. (a Company’s shareholder with an indirect equity interest greater than 5% of the capital stock) from April 2010 to August 2012. Additionally, he is a member of the CELPA Councils (a publicly-held corporation operating in the electricity industry), Equatorial Energia S.A. (a publicly-held corporation operating in the electricity industry). At Equatorial, he was a Chief Executive Officer from March 2007 to April 2010. At CEMAR, he was also an Administrative and Finance Vice-President from May 2004 to March 2006 and a Chief Executive Officer from March 2006 to April 2010. Before that, he was a partner of Banco Pactual. From 2000 to 2004 he was a manager of Fundo Internet, and from 1998 to 2000, he worked in the Bank’s corporate finance department. Before Banco Pactual, he was an analyst in the business valuation department of Ernst&Young. He has a degree in Information Technology from Pontifícia Universidade Católica do Rio de Janeiro and in Business Management from IBMEC-RJ. Furthermore, he has a specialization degree in Business Management from Harvard Business School and the certification of the Chartered Financial Analyst (CFA). Statement of Convictions Over the last five years, Mr. Carlos Augusto Leone Piani was not (i) convicted in any criminal proceeding, (ii) convicted in any administrative proceeding of CVM or (iii) sentenced in a final and non-appealable judgment in any legal or administrative proceeding which resulted in his suspension or disqualification for the performance of any professional or business activity whatsoever.

Name CPF Age Occupation Mateus Affonso Bandeira 572.483.970/94 45 Manager Management Body Elective Office Held Other Offices and Functions Exercised at the Issuer Board of Directors Sitting Member of the Board Member of the Personnel and Compensation Committee. of Directors Elected by the Controlling Election Date Investiture Date Term of Office Shareholder April 29, 2015 April 29, 2015 1 year No Independent Director Criteria used to determine independence Consecutive Terms of Office No Not applicable 2 Professional Experience CEO of the advisory firm founded by Vicente Falconi, he has an undergraduate degree in Information Technology from Universidade Católica de Pelotas, a graduate degree in Corporate Finance from Getúlio Vargas Foundation (FGV) and in IT Management from Universidade Federal do Rio Grande do Sul (UFRGS). He also has a master’s degree in Business Management (MBA) from Wharton – University of Pennsylvania, in the USA. Before he became the CEO of FALCONI, he was the CEO of Banrisul – Banco do Estado do RS and worked in the public sector for almost 20 years, having accumulated experiences in the Ministry of Finance, Federal Senate and State Government of Rio Grande do Sul, where he was the head of the State Treasury and the Planning and Management State Secretary, Treasury State Assistant Secretary, CEO of Banrisul and Chief Investor Relations Officer, as well as vice- president of the Board of Directors. Mateus is an associate of Fundação Estudar. He has also been a member of the Board of Directors of Banco Pan since 2011. Statement of Convictions Over the last five years, Mr. Mateus Affonso Bandeira was not (i) convicted in any criminal proceeding, (ii) convicted in any administrative proceeding of CVM or (iii) sentenced in a final and non-appealable judgment in any legal or administrative proceeding which resulted in his suspension or disqualification for the performance of any professional or business activity whatsoever.

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Name CPF Age Occupation João da Rocha Lima Jr. 103.914.108-06 69 Civil Engineer Management Body Elective Office Held Other Offices and Functions Exercised at the Issuer Board of Directors Sitting Member of the Board Member of the Governance and Strategy Committee. of Directors Elected by the Controlling Election Date Investiture Date Term of Office Shareholder April 29, 2015 April 29, 2015 1 year No Independent Director Criteria used to determine independence Consecutive Terms of Office Yes According to definition of the Novo Mercado Regulations 3 Professional Experience Member of the Board of Directors of the Company. He has a degree in Civil Engineering from Escola Politécnica da Universidade de São Paulo (1968), a master’s degree (1978), a doctorate degree (1985) a Postdoctoral Degree in Real Estate from Escola Politécnica da USP (1997). A Professor (2005) of Real Estate of EPUSP, he coordinates the Real Estate Center of Escola Politécnica, the undergraduate, graduate and MBA unit and the community advisory services center. He teaches, conducts research and advisory services in the Real Estate area, by means of the company UNITAS-Consultoria, with emphasis on Projects Quality Planning and Evaluation in their nature or under Project Finance and Securitization Structures, particularly working with the following matters: real estate sectorial planning and economics, business and ventures valuation, securitization, investment analysis, real estate funds and other methods of real estate investment sharing. He is the author of several papers specialized in real estate published in Brazil and Abroad (www.realestate.br) and an Editor of texts for publications at the United Nations (UN-Habitat) and the World Economic Forum (Real Estate Group). Statement of Convictions Over the last five years, Mr. João da Rocha Lima Jr. was not (i) convicted in any criminal proceeding, (ii) convicted in any administrative proceeding of CVM or (iii) sentenced in a final and non-appealable judgment in any legal or administrative proceeding which resulted in his suspension or disqualification for the performance of any professional or business activity whatsoever.

Name CPF Age Occupation Pedro Luiz Cerize 774.487.316-53 45 Business Administrator Management Body Elective Office Held Other Offices and Functions Exercised at the Issuer Board of Directors Sitting Member of the Board None of Directors Elected by the Controlling Election Date Investiture Date Term of Office Shareholder April 29, 2015 April 29, 2015 1 year No Independent Director Criteria used to determine independence Consecutive Terms of Office Yes According to definition of the Novo Mercado Regulations 2 Professional Experience He is the founder partner and, since 2001, liable for the capital allocation of Skopos (a Company’s shareholder with an indirect equity interest greater than 5% of the capital stock), an investment Asset Management company with focus on variable income. Before that, Mr. Cerize worked for Socopa, Banco Fator and Banco BBA Creditanstalt, where he was in charge of the equities proprietary desk. He has a degree with honors in Business Management from Getúlio Vargas Foundation and an MBA in Finance from Ibmec. He is currently a member of the Boards of Directors of Copel, Porto Seguro and Contax. Statement of Convictions Over the last five years, Mr. Pedro Luiz Cerize was not (i) convicted in any criminal proceeding, (ii) convicted in any administrative proceeding of CVM or (iii) sentenced in a final and non-appealable judgment in any legal or administrative proceeding which resulted in his suspension or disqualification for the performance of any professional or business activity whatsoever.

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Name CPF Age Occupation Marco Racy Kheirallah 165.809.968-03 41 Business Administrator Management Body Elective Office Held Other Offices and Functions Exercised at the Issuer Board of Directors Sitting Member of the Board Financial Vice-President and Chief Investor Relations Officer of Directors Elected by the Controlling Election Date Investiture Date Term of Office Shareholder April 29, 2015 April 29, 2015 1 year No Independent Director Criteria used to determine independence Consecutive Terms of Office No Not applicable 0 Professional Experience Financial Vice-President and Chief Investor Relations Officer of the Company. He was a member of the Board of Directors of PDG Realty from October 2006 to December 2008. In 2010 he founded SIP Capital, an Asset Management company based in São Paulo. He was a member of the alternative investments team of UBS Pactual Gestora de Recursos Alternativos Ltda. in Rio de Janeiro until 2009. Before that, he was a member of the alternative investments area of Banco Pactual in New York until 2006, where he was admitted as a partner in 2001. In November 1996, as a partner of Banco Matrix S.A., he worked as a Chief Operations Officer (head trader) of the activities of proprietary funds investment and as a treasurer of the institution. From October 1994 to October 1996 he was a fixed income and foreign exchange trader of Banco Opportunity S.A. From July 1992 to September 1994, he worked as a fixed income trader of Banco BCN S.A. He has a degree in Business Management from Getúlio Vargas Foundation of São Paulo, FGV-SP. Statement of Convictions Over the last five years, Mr. Marco Racy Kheirallah was not (i) convicted in any criminal proceeding, (ii) convicted in any administrative proceeding of CVM or (iii) sentenced in a final and non-appealable judgment in any legal or administrative proceeding which resulted in his suspension or disqualification for the performance of any professional or business activity whatsoever.

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12.6 In relation to each of the persons who acted as a member of the board of directors or of the board of auditors over the last fiscal year, please inform, in table format, the percentage of attendance at the meetings held by the respective body during the same period after their investiture in office:

Member Attendance at the meetings (%) Gilberto Sayão da Silva 100%

Alessandro Monteiro Morgado Horta 85%

Carlos Augusto Leone Piani 100%

Mateus Affonso Bandeira 93%

Bruno Sacchi Zaremba 85%

João da Rocha Lima Junior 100%

Pedro Luiz Cerize 93%

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12.7. Please provide the information set forth in item 12.5 in relation to the members of the statutory committees, as well as the audit, risk, financial and compensation committees, even if said committees or structures are not statutory

Name CPF Age Occupation Gilberto Sayão da Silva 016.792.777-90 44 Third-Party Fund Manager

Management Body Elective Office Held Other Offices and Functions Exercised at the Issuer

Governance and Strategy Committee Member of the Governance and Strategy Committee Chairman of the Board of Directors

Personnel and Compensation Committee Member of the Personnel and Compensation Committee Elected by the Controlling Election Date Investiture Date Term of Office Shareholder

May 07, 2014 May 07, 2014 1 year No

Independent Director Criteria used to determine independence Consecutive Terms of Office

Yes According to definition of the Novo Mercado Regulations 2 terms of office in relation to the Governance and Strategy Committee and 6 terms of office in relation to the Personnel and Compensation Committee

Professional Experience

Chairman of the Company’s Board of Directors. He is also a current partner of Vinci Partners (a Company’s shareholder with an indirect equity interest greater than 5% of the capital stock) and member of its Management Committee. He was previously a partner of Banco Pactual, in charge of the Investment, Corporate Finance and Hedge Fund Departments. From 1998 to 2009, Gilberto Sayão was a member of the Executive Committee of Banco Pactual and subsequently of Banco UBS Pactual, engaged in the strategic and corporate decisions of the institution, and he was appointed Chairman of the Bank. Additionally, from 2006 to 2009 he was the principal Officer of UBS Pactual Gestora de Investimentos Alternativos Ltda., an investment management company in charge of managing the capital of the former partners of Banco Pactual. He started his career with Banco Pactual in 1993 in the area of development of Computerized Financial Systems and in 1995 he became a partner. He is currently a member of the Board of Directors of several other companies, such as Equatorzial Energia S.A., Companhia Energética do Maranhão – CEMAR, Inbrands S.A. He has a degree in Electric Engineering from Pontifícia Universidade Católica do Rio de Janeiro – PUC-Rio.

Statement of Convictions

Mr. Gilberto Sayão da Silva received warning penalties in Administrative Proceedings No. 0001019647 of the Central Bank of Brazil, and penalties of warning and fine in Administrative Proceedings No. 0001019646 and 301187202, also of the Central Bank of Brazil.

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Name CPF Age Occupation Alessandro Monteiro Morgado Horta 005.153.267-04 44 Engineer Management Body Elective Office Held Other Offices and Functions Exercised at the Issuer Member of the Governance Governance and Strategy Committee and Strategy Committee Sitting Member of the Board of Directors Member of the Financial Financial Committee Committee Elected by the Controlling Election Date Investiture Date Term of Office Shareholder May 07, 2014 May 07, 2015 1 year No Independent Director Criteria used to determine independence Consecutive Terms of Office Yes According to definition of the Novo Mercado Regulations 2 terms of office in relation to the Governance and Strategy Committee and the Financial Committee Professional Experience Vice-President of the Company’s Board of Directors. He is also a current partner of Vinci Partners (Company’s shareholder with an indirect equity interest greater than 5% of the capital stock) and member of its Executive Committee. From 2006 to 2009 he was one of the Officers of UBS Pactual Gestora de Investimentos Alternativos Ltda., an investment management company in charge of managing the capital of the former partners of Banco Pactual. He was also the Deputy CEO of Banco UBS Pactual. From 2003 to 2006 he was the Managing partner in charge of the Management and Operations Area of Banco Pactual, which included the Operations, Legal, Compliance, Controllers, Accountants, Taxes, IT, Corporate Services and HR departments. From 2001 to 2006, Alessandro Horta led the Investments Area of Banco Pactual, especially the segments of private equity investments. From 1997 to 1998 we worked as a variable income trader of Banco CSFB Garantia. From 1994 to 1997 he was an asset manager for Opportunity Asset Management. From 1991 to 1994 he worked as a variable income and fixed income trader and a real estate investment analyst for Banco Icatu. During that period, he joined the Advisory Board of Saraiva S.A. Livraria e Editores (a publicly-held corporation operating in the printing and publication industry), Light S.A. (a publicly- held corporation operating in the electricity industry), as well as the Board of Directors of Satipel Industrial S.A. and Intesa S.A.. He is currently a member of the Board of Directors of several other companies, including Equatorial Energia S.A. (a publicly-held corporation operating in the electricity industry), Inbrands S.A. (a publicly-held corporation in the retail industry) and Companhia Energética do Maranhão – CEMAR (a publicly-held corporation that operates in the electricity industry). He has a degree in Electronic Engineering from Pontifícia Universidade Católica do Rio de Janeiro – PUC-Rio. Statement of Convictions Over the last five years, Mr. Alessandro Monteiro Morgado Horta was not (i) convicted in any criminal proceeding, (ii) convicted in any administrative proceeding of CVM or (iii) sentenced in a final and non-appealable judgment in any legal or administrative proceeding which resulted in his suspension or disqualification for the performance of any professional or business activity whatsoever.

Name CPF Age Occupation Bruno Augusto Sacchi Zaremba 034.032.377-96 40 Economist

Management Body Elective Office Held Other Offices and Functions Exercised at the Issuer Member of the Financial Financial Committee Committee Sitting Member of the Board of Directors Member of the Personnel and Personnel and Compensation Committee Compensation Committee Elected by the Controlling Election Date Investiture Date Term of Office Shareholder May 07, 2015 May 07, 2015 1 year No Independent Director Criteria used to determine independence Consecutive Terms of Office Yes According to definition of the Novo Mercado Regulations 2 terms of office in relation to the Financial Committee and the Personnel and Compensation Committee Professional Experience A partner and member of the management committee and of the Private Equity team of Vinci Partners (a Company’s shareholder with an indirect equity interest greater than 5% of the capital stock). He joined Banco Pactual in 1996 as a business analyst. Until 2003 he worked in the research and analysis team, in the banks, retail, consumption and tobacco area. Then we has appointed a manager of the area of proprietary investments for developed markets in the variable income segment, a position that he held when he joined Vinci Partners in 2009. He is currently an alternate member of the Board of Auditors of Equatorial Energia S.A. and of Companhia Energética do Maranhão – CEMAR (a publicly-held corporation operating in the electricity industry). He has a degree in Economics from Pontifícia Universidade Católica do Rio de Janeiro as well as a CFA certificate. Statement of Convictions Over the last five years, Mr. Bruno Augusto Sacchi Zaremba was not (i) convicted in any criminal proceeding, (ii) convicted in any administrative proceeding of CVM or (iii) sentenced in a final and non-appealable judgment in any legal or administrative proceeding which resulted in his suspension or disqualification for the performance of any professional or business activity whatsoever.

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Name CPF Age Occupation Carlos Augusto Leone Piani 025.323.737-84 41 Civil Engineer Management Body Elective Office Held Other Offices and Functions Exercised at the Issuer Governance and Strategy Committee Member of the Governance Chief Executive Officer and member of the Board of Directors and Strategy Committee Elected by the Controlling Election Date Investiture Date Term of Office Shareholder May 07, 2015 May 07, 2015 1 year No Independent Director Criteria used to determine independence Consecutive Terms of Office

No Not applicable 2 Professional Experience Company’s Chief Executive Officer. He was jointly liable for the Private Equity area of Vinci Partners Investimentos Ltda. (a Company’s shareholder with an indirect equity interest greater than 5% of the capital stock) from April 2010 to August 2012. Additionally, he is a member of the Boards of Directors of Companhia Energética do Maranhão – CEMAR (a publicly-held corporation operating in the electricity industry), Centrais Elétricas do Pará S.A. – CELPA (a publicly-held corporation operating in the electricity industry), Equatorial Energia S.A. (a publicly-held corporation operating in the electricity industry) and Le Biscuit S.A. (a publicly-held corporation operating in the retail sector). At Equatorial, he was a Chief Executive Officer from March 2007 to April 2010. At CEMAR, he was also an Administrative and Finance Vice-President from May 2004 to March 2006 and a Chief Executive Officer from March 2006 to April 2010. Before that, he was a partner of Banco Pactual. From 2000 to 2004 he was a manager of Fundo Internet, and from 1998 to 2000, he worked in the Bank’s corporate finance department. Before Banco Pactual, he was an analyst in the business valuation department of Ernst&Young. He has a degree in Information Technology from Pontifícia Universidade Católica do Rio de Janeiro and in Business Management from IBMEC-RJ. Furthermore, he has a specialization degree in Business Management from Harvard Business School and the certification of the Chartered Financial Analyst (CFA). Statement of Convictions Over the last five years, Mr. Carlos Augusto Leone Piani was not (i) convicted in any criminal proceeding, (ii) convicted in any administrative proceeding of CVM or (iii) sentenced in a final and non-appealable judgment in any legal or administrative proceeding which resulted in his suspension or disqualification for the performance of any professional or business activity whatsoever.

Name CPF Age Occupation Mateus Affonso Bandeira 572.483.970/94 45 Manager Management Body Elective Office Held Other Offices and Functions Exercised at the Issuer Personnel and Compensation Committee Member of the Personnel and Sitting Member of the Board of Directors. Compensation Committee Elected by the Controlling Election Date Investiture Date Term of Office Shareholder May 07, 2015 May 07, 2015 1 year No Independent Director Criteria used to determine independence Consecutive Terms of Office No Not applicable 2 Professional Experience CEO of the advisory firm founded by Vicente Falconi, he has an undergraduate degree in Information Technology from Universidade Católica de Pelotas, a graduate degree in Corporate Finance from Getúlio Vargas Foundation (FGV) and in IT Management from Universidade Federal do Rio Grande do Sul (UFRGS). He also has a master’s degree in Business Management (MBA) from Wharton – University of Pennsylvania, in the USA. Before he became the CEO of FALCONI, he was the CEO of Banrisul – Banco do Estado do RS and worked in the public sector for almost 20 years, having accumulated experiences in the Ministry of Finance, Federal Senate and State Government of Rio Grande do Sul, where he was the head of the State Treasury and the Planning and Management State Secretary, Treasury State Assistant Secretary, CEO of Banrisul and Chief Investor Relations Officer, as well as vice- president of the Board of Directors. Mateus is an associate of Fundação Estudar. He has also been a member of the Board of Directors of Banco Pan since 2011. Statement of Convictions Over the last five years, Mr. Mateus Affonso Bandeira was not (i) convicted in any criminal proceeding, (ii) convicted in any administrative proceeding of CVM or (iii) sentenced in a final and non-appealable judgment in any legal or administrative proceeding which resulted in his suspension or disqualification for the performance of any professional or business activity whatsoever.

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Name CPF Age Occupation João da Rocha Lima Jr. 103.914.108-06 69 Civil Engineer Management Body Elective Office Held Other Offices and Functions Exercised at the Issuer Governance and Strategy Committee Member of the Governance Sitting Member of the Board of Directors. and Strategy Committee Elected by the Controlling Election Date Investiture Date Term of Office Shareholder May 07, 2015 May 07, 2015 1 year No Independent Director Criteria used to determine independence Consecutive Terms of Office Yes According to definition of the Novo Mercado Regulations 3 Professional Experience Member of the Board of Directors of the Company. He has a degree in Civil Engineering from Escola Politécnica da Universidade de São Paulo (1968), a master’s degree (1978), a doctorate degree (1985) a Postdoctoral Degree in Real Estate from Escola Politécnica da USP (1997). A Professor (2005) of Real Estate of EPUSP, he coordinates the Real Estate Center of Escola Politécnica, the undergraduate, graduate and MBA unit and the community advisory services center. He teaches, conducts research and advisory services in the Real Estate area, by means of the company UNITAS-Consultoria, with emphasis on Projects Quality Planning and Evaluation in their nature or under Project Finance and Securitization Structures, particularly working with the following matters: real estate sectorial planning and economics, business and ventures valuation, securitization, investment analysis, real estate funds and other methods of real estate investment sharing. He is the author of several papers specialized in real estate published in Brazil and Abroad (www.realestate.br) and an Editor of texts for publications at the United Nations (UN-Habitat) and the World Economic Forum (Real Estate Group). Statement of Convictions Over the last five years, Mr. João da Rocha Lima Jr. was not (i) convicted in any criminal proceeding, (ii) convicted in any administrative proceeding of CVM or (iii) sentenced in a final and non-appealable judgment in any legal or administrative proceeding which resulted in his suspension or disqualification for the performance of any professional or business activity whatsoever.

Name CPF Age Occupation Pedro Luiz Cerize 774.487.316-53 45 Business Administrator Management Body Elective Office Held Other Offices and Functions Exercised at the Issuer Financial Committee Member of the Financial None Committee Elected by the Controlling Election Date Investiture Date Term of Office Shareholder May 07, 2015 May 07, 2015 1 year No Independent Director Criteria used to determine independence Consecutive Terms of Office Yes According to definition of the Novo Mercado Regulations 2 Professional Experience He is the founder partner and, since 2001, liable for the capital allocation of Skopos (a Company’s shareholder with an indirect equity interest greater than 5% of the capital stock), an investment Asset Management company with focus on variable income. Before that, Mr. Cerize worked for Socopa, Banco Fator and Banco BBA Creditanstalt, where he was in charge of the equities proprietary desk. He has a degree with honors in Business Management from Getúlio Vargas Foundation and an MBA in Finance from Ibmec. He is currently a member of the Boards of Directors of Copel, Porto Seguro and Contax. Statement of Convictions Over the last five years, Mr. Pedro Luiz Cerize was not (i) convicted in any criminal proceeding, (ii) convicted in any administrative proceeding of CVM or (iii) sentenced in a final and non-appealable judgment in any legal or administrative proceeding which resulted in his suspension or disqualification for the performance of any professional or business activity whatsoever.

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Name CPF Age Occupation Marco Racy Kheirallah 165.809.968-03 41 Business Administrator Management Body Elective Office Held Other Offices and Functions Exercised at the Issuer Financial Committee Sitting Advisor to the Financial Vice-President, Chief Investor Relations Officer and Financial Committee Sitting Member of the Board of Directors Elected by the Controlling Election Date Investiture Date Term of Office Shareholder May 07, 2015 May 07, 2015 1 year No Independent Director Criteria used to determine independence Consecutive Terms of Office No Not applicable 2 Professional Experience Financial Vice-President and Chief Investor Relations Officer of the Company. He was a member of the Board of Directors of PDG Realty from October 2006 to December 2008. In 2010 he founded SIP Capital, an Asset Management company based in São Paulo. He was a member of the alternative investments team of UBS Pactual Gestora de Recursos Alternativos Ltda. in Rio de Janeiro until 2009. Before that, he was a member of the alternative investments area of Banco Pactual in New York until 2006, where he was admitted as a partner in 2001. In November 1996, as a partner of Banco Matrix S.A., he worked as a Chief Operations Officer (head trader) of the activities of proprietary funds investment and as a treasurer of the institution. From October 1994 to October 1996 he was a fixed income and foreign exchange trader of Banco Opportunity S.A. From July 1992 to September 1994, he worked as a fixed income trader of Banco BCN S.A. He has a degree in Business Management from Getúlio Vargas Foundation of São Paulo, FGV-SP. Statement of Convictions Over the last five years, Mr. Marco Racy Kheirallah was not (i) convicted in any criminal proceeding, (ii) convicted in any administrative proceeding of CVM or (iii) sentenced in a final and non-appealable judgment in any legal or administrative proceeding which resulted in his suspension or disqualification for the performance of any professional or business activity whatsoever.

12.8. In relation to each of the persons who acted as a member of statutory committees, as well as of the audit, risk, financial and compensation committees, even if said committees or structures are not statutory, please inform, in table format, the percentage of attendance at the meetings held by the respective body during the same period after their investiture in office.

Member of the Governance and Strategy Committee Attendance at the meetings (%) Gilberto Sayão da Silva 100% Alessandro Monteiro Morgado Horta 100% João da Rocha Lima Junior 100%

Member of the Financial Committee Attendance at the meetings (%) Alessandro Monteiro Morgado Horta 100% Bruno Augusto Sacchi Zaremba 100% Pedro Luiz Cerize 100%

Member of the Personnel and Compensation Committee Attendance at the meetings (%) Gilberto Sayão da Silva 100% Bruno Augusto Sacchi Zaremba 100% Mateus Affonso Bandeira 100%

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12.9. Please inform whether there is any relationship of marriage, steady union or up to second degree relationship between:

(a) Company’s managers;

There is no relationship among the individuals indicated by the management to comprise the Board of Directors and the Company’s managers.

(b) Company’s managers and (ii) managers of direct and indirect companies controlled by the Company;

There is no relationship among the individuals nominated by the management to comprise the Board of Directors and the managers of companies directly or indirectly controlled by the Company.

(c) (i) managers of the Company or of its direct or indirect controlled companies, and (ii) direct or indirect controlling shareholders of the Company

Not applicable, given that no shareholder currently exercises any power of control in the Company.

(d) (i) Company’s managers and (ii) managers of direct and indirect controlling companies of the Company

Not applicable, given that no shareholder currently exercises any power of control in the Company.

12.10 Please inform any relationships of subordination, provision of service or control held over the last 3 fiscal years between the nominated managers and:

(a) any company directly or indirectly controlled by the Company

Messrs. Carlos Augusto Leone Piani and Marco Racy Kheirellah also hold positions as managers in companies controlled by the Company.

(b) direct or indirect controlling company of the Company

Not applicable, given that no shareholder currently exercises any power of control in the Company.

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(c) any supplier, customer, debtor or creditor of the Company, its controlled company or controlling companies or companies controlled by any such persons, if relevant

Mr. Mateus Affonso Bandeira is a partner and holds the position of manager of Instituto de Desenvolvimento Gerencial S.A. and Avention Consultoria Empresarial Ltda., which are companies that provide advisory services to companies controlled by the Company.

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PDG Realty S.A. Empreendimentos e Participações Publicly-Held Corporation

Corporate Taxpayer ID (CNPJ) No. 02.950.811/0001-89 Company Registry (NIRE) 33.3.00285.199 | CVM Code No. 20478

ORDINARY SHAREHOLDERS’ GENERAL MEETING TO BE HELD ON APRIL 29, 2015

MANAGEMENT PROPOSAL

EXHIBIT IV

ELECTION BOARD OF AUDITORS (Reference Form (as amended by Exhibit A to ICVM 552/2014) – Item 12 – Items 12.5 to 12.10 – Members of the Board of Auditors nominated by the Company’s management)

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PDG Realty S.A. Empreendimentos e Participações Publicly-Held Corporation

Corporate Taxpayer ID (CNPJ) No. 02.950.811/0001-89 Company Registry (NIRE) 33.3.00285.199 | CVM Code No. 20478

INFORMATION ABOUT THE CANDIDATES NOMINATED FOR THE BOARD OF AUDITORS (Information set forth in items 12.5 to 12.10 of the reference form, in accordance with Exhibit A to ICVM 552/2014, relating to the candidates to comprise the board of auditors nominated by the Company’s management)

12.5 Composition and professional experience of the members nominated for the Board of Auditors

Name CPF Age Occupation Saulo de Tarso Alves de Lara 678.691.498-53 61 Business Administrator Management Body Elective Office Held Other Offices and Functions Exercised at the Issuer Board of Auditors Sitting Council Member None Elected by the Controlling Election Date Investiture Date Term of Office Shareholder April 29, 2015 April 29, 2015 1 year N/A Independent Director Criteria used to determine independence Consecutive Terms of Office N/A N/A 1 Professional Experience He has a degree in business management from Getúlio Vargas Foundation. He attended extension programs at IMD – International Management Development, from which he obtained a graduate degree in the Control and Finance area. Mr. Saulo started his career with Arthur Andersen, working as an outside auditor for 10 years. From 1987 to 1996 he worked in the civil construction segment, in a cement manufacturer, in charge of the area of corporate control of the operations in Brazil and South America. In 1996 he was appointed as the CFO of the company Americana, in the packages segment. In 1998 he was hired as a Chief Planning and Control Officer of Cyrela Brazil Realty S.A. Empreendimentos e Participações (a publicly-held corporation operating in the real estate development market), where he remained until 2010. Then he joined the PDG Group to take part in the financial management team in the position of Officer, where he remained until 2013. Recently, he is working for Brasilwood Reflorestamento. From May to October 2013 he was a member of the Company’s Financial Committee as a sitting advisor. Statement of Convictions Over the last five years, Mr. Saulo de Tarso Alves de Lara was not (i) convicted in any criminal proceeding, (ii) convicted in any administrative proceeding of CVM or (iii) sentenced in a final and non-appealable judgment in any legal or administrative proceeding which resulted in his suspension or disqualification for the performance of any professional or business activity whatsoever.

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Name CPF Age Occupation Vitor Hugo dos Santos Pinto 292.699.278-57 36 Savings Bank’s Employee Management Body Elective Office Held Other Offices and Functions Exercised at the Issuer Board of Auditors Sitting Council Member None Elected by the Controlling Election Date Investiture Date Term of Office Shareholder April 29, 2015 April 29, 2015 1 year N/A Independent Director Criteria used to determine independence Consecutive Terms of Office N/A N/A 6 Professional Experience A National Funds Manager for the Real Estate Department in the Asset Management Vice-President’s Office of the Caixa Econômica Federal. He has an undergraduate degree in Business Management and a graduate degree in Investment Asset Management from Pontifícia Universidade Católica de São Paulo. He has worked in the third parties’ Asset Management area since August 2003. From 2003 to 2004 he worked in the analysis and management of assets and fixed and variable income investment products. In 2005 he started to work in the structuring and management of alternative funds (Equity Investment Funds, Credit Rights Investment Funds and Real Estate Investments Funds). He is currently also a member of the Board of Directors of Sete Brasil Participações S.A. (a company operating in the pre-salt layer exploration) and of the following companies that operate in the same market as PDG Realty: Moura Dubeux Engenharia S.A. (a publicly-held corporation) and Karagounis Participações S.A. Statement of Convictions Over the last five years, Mr. Vitor Hugo dos Santos Pinto was not (i) convicted in any criminal proceeding, (ii) convicted in any administrative proceeding of CVM or (iii) sentenced in a final and non-appealable judgment in any legal or administrative proceeding which resulted in his suspension or disqualification for the performance of any professional or business activity whatsoever.

Name CPF Age Occupation Sérgio Passos Ribeiro 026.246.867-03 42 Business Administrator Management Body Elective Office Held Other Offices and Functions Exercised at the Issuer Board of Auditors Sitting Council Member None Elected by the Controlling Election Date Investiture Date Term of Office Shareholder April 29, 2015 April 29, 2015 1 year N/A Independent Director Criteria used to determine independence Consecutive Terms of Office N/A N/A 5 Professional Experience In charge of the Operating and Financial areas of Vinci Partners (a Company’s shareholder with an indirect equity interest greater than 5% of the capital stock). From 2006 to 2009 he undertook liability for the accounting area of Banco Pactual, which he joined in 1998 to be in charge of the tax area. Before Banco Pactual, he was a tax advisor for PriceWaterhouseCoopers. He has a degree in Business Management and Accounting from Universidade Santa Úrsula and an MBA in Finance from IBMEC – RJ and Executive MBA from COPPEAD UFRJ. Statement of Convictions Over the last five years, Mr. Sérgio Passos Ribeiro was not (i) convicted in any criminal proceeding, (ii) convicted in any administrative proceeding of CVM or (iii) sentenced in a final and non-appealable judgment in any legal or administrative proceeding which resulted in his suspension or disqualification for the performance of any professional or business activity whatsoever.

Name CPF Age Occupation Antonio Gouvea Vieira 056.577.087-09 35 Economist

Management Body Elective Office Held Other Offices and Functions Exercised at the Issuer Board of Auditors Sitting Council Member None Elected by the Controlling Election Date Investiture Date Term of Office Shareholder April 29, 2015 April 29, 2015 1 year N/A Independent Director Criteria used to determine independence Consecutive Terms of Office N/A N/A 2 Professional Experience A member of the Private Equity team of Vinci Partners (a Company’s shareholder with an indirect equity interest greater than 5% of the capital stock). Before he joined Vinci, he was a Vice-President at Goldman Sachs, working as a variable income manager for Latin America. Before that, he was an investment analyst for Dynamo Administração de Recursos, one of the largest independent management companies in Brazil. Mr. Vieira has an MBA from MIT Sloan and a degree in Economics from IBMEC. Statement of Convictions Over the last five years, Mr. Antonio Gouvea Vieira was not (i) convicted in any criminal proceeding, (ii) convicted in any administrative proceeding of CVM or (iii) sentenced in a final and non-appealable judgment in any legal or administrative proceeding which resulted in his suspension or disqualification for the performance of any professional or business activity whatsoever.

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Name CPF Age Occupation Luiz Claudio Fontes 331.194577-87 58 Business Administrator Management Body Elective Office Held Other Offices and Functions Exercised at the Issuer Board of Auditors Sitting Council Member None Elected by the Controlling Election Date Investiture Date Term of Office Shareholder April 29, 2015 April 29, 2015 1 year N/A Independent Director Criteria used to determine independence Consecutive Terms of Office N/A N/A 0 Professional Experience A member of the Board of Auditors of Minerva S.A. (a publicly-held corporation operating in the food industry) and CSU CardSystem S.A. (a publicly-held corporation operating in the credit card management industry), a President Partner of RSM Fontes Auditores Independentes. Before that, he was a member of the Advisory Commission of the Brazilian Securities Commission (CVM), a member of the Board of Directors of ANEFAC, among other duties. Statement of Convictions Over the last five years, Mr. Luiz Claudio Fontes was not (i) convicted in any criminal proceeding, (ii) convicted in any administrative proceeding of CVM or (iii) sentenced in a final and non-appealable judgment in any legal or administrative proceeding which resulted in his suspension or disqualification for the performance of any professional or business activity whatsoever.

Name CPF Age Occupation José Guilherme Cruz Souza 003.669.617-05 44 Engineer Management Body Elective Office Held Other Offices and Functions Exercised at the Issuer Board of Auditors Alternate Council Member None Elected by the Controlling Election Date Investiture Date Term of Office Shareholder April 29, 2015 April 29, 2015 1 year N/A Independent Director Criteria used to determine independence Consecutive Terms of Office N/A N/A 2 Professional Experience A partner and member of the Private Equity team of Vinci Partners (a Company’s shareholder with an indirect equity interest greater than 5% of the capital stock). He joined Banco Pactual (currently known as BTG Pactual) in 2005 and was jointly liable for the management of Fundo de Investimento Brasil Energia (FIP Brasil Energia) until 2009. During that period, the committed capital of the fund (R$1.2 billion) was invested in 8 projects and companies, in the electricity transmission and generation segments, by means of equity and mezzanine papers. His liabilities included the prospection of opportunities, technical analysis, economic-financial analysis, structuring of the transactions and management of the invested companies by acting in their Boards of Directors. Before Pactual, he worked for 4 years as a Senior Associate for Stern Stewart, a U.S. financial management advisory company, developing Value- Based Management implementation projects using the Economic Value Added (EVA®) methodology, as well as projects in the Corporate Finance area. He also has more than 5 years of experience in the Brazilian financial market, where he worked in Asset Management and Equity Sales & Trading for Citigroup and Banco Graphus. He is currently a member of the board of directors of the companies Centrais Elétricas do Pará S.A. – CELPA (a publicly- held corporation operating in the electricity industry), Cecrisa Revestimentos Cerâmicos S.A (a company that manufactures construction materials) and Oceana Offshore S.A. (CBO Group), and as an alternate member of the Board of Auditors of Equatorial Energia S.A. (a publicly-held corporation operating in the electricity industry). Mr. Souza obtained his MBA in 2001 from University of Rochester (USA) and, due to his outstanding performance, he was elected for the Beta Gamma Sigma society. He graduated in first place in Electric Engineering in 1994 at Escola Federal de Engenharia de Itajubá (EFEI) in the State of Minas Gerais. Statement of Convictions Over the last five years, Mr. José Guilherme Cruz Souza was not (i) convicted in any criminal proceeding, (ii) convicted in any administrative proceeding of CVM or (iii) sentenced in a final and non-appealable judgment in any legal or administrative proceeding which resulted in his suspension or disqualification for the performance of any professional or business activity whatsoever.

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Name CPF Age Occupation

255.296.248-39 Alexandre Pereira do Nascimento 39 Engineer Management Body Elective Office Held Other Offices and Functions Exercised at the Issuer Board of Auditors Alternate Council Member None Elected by the Controlling Election Date Investiture Date Term of Office Shareholder April 29, 2015 April 29, 2015 1 year N/A Independent Director Criteria used to determine independence Consecutive Terms of Office N/A N/A 4 Professional Experience An Executive Manager of Structured Funds in the Third-Party Asset Management Vice-President’s Office of the Caixa Econômica Federal. He has an undergraduate degree in Chemical Engineering and a graduate degree in Business Management from Fundação Armando Álvares Penteado (FAAP) de São Paulo. Since February 2007 he works in the third-party asset management department, in the structuring and management of structured funds, with Equity Investment Funds, Credit Rights Investment Funds, Real Estate Investments Funds and Managed Portfolios. Statement of Convictions Over the last five years, Mr. Alexandre Pereira do Nascimento was not (i) convicted in any criminal proceeding, (ii) convicted in any administrative proceeding of CVM or (iii) sentenced in a final and non-appealable judgment in any legal or administrative proceeding which resulted in his suspension or disqualification for the performance of any professional or business activity whatsoever.

Name CPF Age Occupation Roberto Leuzinger 008.375.037-10 45 Engineer Management Body Elective Office Held Other Offices and Functions Exercised at the Issuer Board of Auditors Alternate Council Member None Elected by the Controlling Election Date Investiture Date Term of Office Shareholder April 29, 2015 April 29, 2015 1 year N/A Independent Director Criteria used to determine independence Consecutive Terms of Office N/A N/A 2 Professional Experience He has more than 18 years of professional experience, 13 of which in management advisory services. Roberto supported companies in the development of their corporate strategies, with special emphasis on growth and profitability increase. Roberto also has relevant experience working with operating and organization transformation, financial analysis, business economic valuation and post-merger integration programs (PMI). Statement of Convictions Over the last five years, Mr. Roberto Leuzinger was not (i) convicted in any criminal proceeding, (ii) convicted in any administrative proceeding of CVM or (iii) sentenced in a final and non-appealable judgment in any legal or administrative proceeding which resulted in his suspension or disqualification for the performance of any professional or business activity whatsoever.

Name CPF Age Occupation Gabriel Felzenszwalb 081.208.657-07 35 Engineer Management Body Elective Office Held Other Offices and Functions Exercised at the Issuer Board of Auditors Alternate Council Member None Elected by the Controlling Election Date Investiture Date Term of Office Shareholder April 29, 2015 April 29, 2015 1 year N/A Independent Director Criteria used to determine independence Consecutive Terms of Office N/A N/A N/A

Professional Experience A member of the Private Equity team of Vinci Partners (a Company’s shareholder with an indirect equity interest greater than 5% of the capital stock) and a member of the Board of Directors of Unidas S.A. (a publicly-held corporation operating in the car lease segment). In 2007 he joined the Private Equity group of UBS Pactual Gestora de Investimentos Alternativos, covering the retail, clothing, telecom and health care industries. From 2008 to 2010 he was allocated to the portfolio company InBrands S.A. (a publicly-held corporation operating in the retail sector), where he worked as a CEO and CFO. Before that, he worked as a Venture Capital transaction analyst for Banco BBM, as a business advisor for McKinsey & Co., as a M&A manager for Vivo and as an associate for GP Investimentos. He has a degree in Engineering from Universidade Federal do Rio de Janeiro and an MBA from Harvard Business School. Statement of Convictions Over the last five years, Mr. Gabriel Felzenszwalb was not (i) convicted in any criminal proceeding, (ii) convicted in any administrative proceeding of CVM or (iii) sentenced in a final and non-appealable judgment in any legal or administrative proceeding which resulted in his suspension or disqualification for the performance of any professional or business activity whatsoever.

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Name CPF Age Occupation Carlos Eduardo 095.296.317-58 32 Economist Martins e Silva Management Body Elective Office Held Other Offices and Functions Exercised at the Issuer Board of Auditors Alternate Council Member None Election Date Investiture Date Term of Office Elected by the Controlling Shareholder April 29, 2015 April 29, 2015 1 year N/A Independent Criteria used to determine independence Consecutive Terms of Office Director N/A N/A N/A Professional Experience A partner of Vinci Partners (a Company’s shareholder with an indirect equity interest greater than 5% of the capital stock) and a member of the Private Equity team. He is also a member of the Board of Directors of Burger King Brasil (a company of the food industry), Los Grobo (a publicly-held corporation of the grain industry, one of the biggest companies of its kind in South America) and Sollus (a company of the agricultural industry). Additionally, he is a member of the Board of Auditors of Companhia Energética do Maranhão – CEMAR (a publicly-held corporation operating in the electricity industry). From 2008 to 2009 he was a member of the Private Equity team of UBS Pactual Gestora de Investimentos Alternativos, where he worked in the investments prospection and monitoring especially focused on the agribusiness, food, health care and education industries. In the previous two years he worked in the LatAm Equities team of Credit Suisse, where he took part in 13 IPOs and follow-on transactions in different sectors. He has a degree in Economics from Universidade Federal do Rio de Janeiro and from Università degli Studi of Bologna, in Italy. Statement of Convictions Over the last five years, Mr. Carlos Eduardo Martins e Silva was not (i) convicted in any criminal proceeding, (ii) convicted in any administrative proceeding of CVM or (iii) sentenced in a final and non-appealable judgment in any legal or administrative proceeding which resulted in his suspension or disqualification for the performance of any professional or business activity whatsoever.

12.6 In relation to each of the persons who acted as a member of the board of directors or of the board of auditors over the last fiscal year, please inform, in table format, the percentage of attendance at the meetings held by the respective body during that period after their investiture in office:

Council Member Attendance at the meetings (%) Vitor Hugo dos Santos Pinto (Sitting Member of the Board of Auditors) 100% Alexandre Pereira do Nascimento (Alternate Member of the Board of Auditors) - Sérgio Passos Ribeiro (Sitting Member of the Board of Auditors) 100% José Guilherme Cruz Souza (Alternate Member of the Board of Auditors) - Saulo de Tarso Alves de Lara (Sitting Member of the Board of Auditors) 100% Antonio Gouveia Vieira Filho (Alternate Member of the Board of Auditors) - Roberto Leuzinger (Alternate Member of the Board of Auditors) 100%

12.7. Please provide the information set forth in item 12.5 in relation to the members of the statutory committees, as well as the audit, risk, financial and compensation committees, even if said committees or structures are not statutory

Not applicable, given that no member of the Board of Auditors takes part in the Company’s Committees.

12.8. In relation to each of the persons who acted as a member of statutory committees, as well as of the audit, risk, financial and compensation committees, even if said

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committees or structures are not statutory, please inform, in table format, the percentage of attendance at the meetings held by the respective body during the same period after their investiture in office.

Not applicable, given that no member of the Board of Auditors takes part in the Company’s Committees.

12.9. Please inform the existence of any relationship of marriage, steady union or up to second degree relationship between:

(a) nominated members of the board of auditors;

There is no relationship among the nominated members of the board of auditors.

(b) (i) nominated members of the board of auditors and (ii) managers and members of the board of auditors of the companies directly or indirectly controlled by the Company;

There is no relationship among the nominated members of the board of auditors and the managers and members of the board of auditors of companies directly or indirectly controlled by the Company.

(c) (i) nominated members of the board of auditors and (ii) direct or indirect controlling shareholders of the Company; and

Not applicable, given that no shareholder currently exercises any power of control in the Company.

(d) (i) nominated members of the board of auditors and (ii) managers and directors of the direct and indirect controlling shareholders of the Company

There is no relationship among the nominated members of the board of auditors and the managers and members of the board of auditors of direct or indirect controlling companies of the Company.

12.10 Please inform any relationships of subordination, provision of service or control held over the last 3 fiscal years between the nominated members of the board of auditors and:

(a) any company directly or indirectly controlled by the Company

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There is no relationship of subordination, provision of service or control among the nominated members of the board of auditors and any companies directly or indirectly controlled by the Company.

(b) direct or indirect controlling company of the Company

Not applicable, given that no shareholder currently exercises any power of control in the Company.

(c) any supplier, customer, debtor or creditor of the Company, its controlled company or controlling companies or companies controlled by any such persons, if relevant

There is no relationship of subordination, provision of service or control among the nominated members of the board of auditors and any relevant suppliers, customers, debtors or creditors of the Company.

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PDG Realty S.A. Empreendimentos e Participações Publicly-held corporation

Corporate Taxpayer ID (CNPJ) No. 02.950.811/0001-89 Company Registry (NIRE) 33.3.00285.199 | CVM Code No. 20478

ORDINARY SHAREHOLDERS’ GENERAL MEETING TO BE HELD ON APRIL 29, 2015

MANAGEMENT PROPOSAL

EXHIBIT V

2015 OFFICER COMPENSATION (Reference Form – Item 13 (with the wording suggested by Official Circular Letter/CVM/SEP/No. 02/2015))

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13.1. Compensation policy and practice for the board of directors, the statutory and non-statutory board, the board of auditors, the statutory committees and the audit, risk, finance and compensation committees, dealing with the following aspects: a) objectives of the comprensation policy or practice for the Board of Directors, the Statutory and Non-Statutory Executive Board and the Board of Auditors;

The Company and its subsidiaries have a formal compensation policy established based on market research carried out by expert companies comparing our figures with the compensation provided by companies of similar size and in similar industries. Such compensation policy is designed for all officers of the Company and the subsidiaries, including members of the Board of Directors, Board of Auditors, the Statutory and Non-Statutory Officers, and it has been prepared in line with the best corporate governance practices in order to attract and retain the best professionals available in the market, in an attempt at aligning the interests of the executives and those of the shareholders of the Company.

For the Company, variable compensation practices allow both the risks and the results of the Company to be shared by its primary executives. The plan contemplates payments to workers (employees and officers) based on an individual assessment of the performance and scope of corporate targets in order to align the interests of the Company and its workers in order to encourage their commitment, and improve the management of and retaining such workers in their respective positions. b) Compensation items, including:

(i) description of the compensation elements and purposes of each of them;

b.i.1) Board of Directors

The members of the Board of Directors receive only a monthly fixed compensation for performance of their duties, and they are not entitled to direct and indirect benefits, or profit sharing, as set forth in Section 13.2 below.

b.i.2) Board of Auditors

The compensation received by the members of the Board of Auditors is fixed in accordance with the law and market standards. The members of the Board of Auditors receive only a monthly fixed compensation for performance of their duties, and they are not entitled to direct and indirect benefits, or profit sharing, as set forth in Section 13.2 below. The compensation is fixed by the General Meeting that creates the Board of Auditors and elects its members, and it cannot be lower, for each sitting member, than ten percent (10%) of the average fixed compensation paid to each statutory officer, excluding benefits.

b.i.3) People and Compensation Committee

The members of the People and Compensation Committee do not receive compensation for being members of such Committee.

b.i.4) Finance Committee

The members of the Finance Committee do not receive compensation for being members of such Committee.

b.i.5) Governance and Strategy Committee

The members of the Governance and Strategy Committee do not receive compensation for being members of such

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Committee.

b.i.6) Statutory Executive Board

The compensation received by the Statutory Officers is formed by the following elements:

- Monthly Fixed Wage: consisting of the fixed compensation and based on the complexity level of the position and wage research carried out, for the purpose of being aligned with the market practices.

- Direct Benefits: the benefits offered consist of Meal Voucher, Parking Lot, Medical Insurance, Dental Insurance, Vision Insurance, Orthopedic Insurance, Life Insurance and Parking Lot, for the purpose of being aligned with the market practices.

- Profit Sharing Program: consists of the variable compensation in order to encourage constant search for results and acknowledge the attainment and surpassing of corporate and individual targets of the members of the Executive Board.

- Long-Term Incentive Program Based on Shares of the Company: consists of the share purchase option, known as Stock Option, which implies the right of the Officers to purchase shares issued by the Company for a certain amount. The program intends to encourage an improved management and retain our executives, in order to stimulate the growth and attainment of long-term targets.

(ii) What is the proportion of each element of the aggregate compensation;

b.ii.1) Board of Directors

Over the past three (3) fiscal years, the fixed compensation to the members of the Board of Directors corresponded to 100% of the aggregate compensation, and according to forecasts for the current fiscal year, such proportion will be maintained, as mentioned above.

b.ii.2) Board of Auditors

Over the past three (3) fiscal years, the fixed compensation to the members of the Board of Auditors corresponded to 100% of the aggregate compensation, and according to forecasts for the current fiscal year, such proportion will be maintained, as mentioned above.

b.ii.3) Statutory and Non-Statutory Executive Boards

The table below provides the proportion of each element of the aggregate compensation of the Statutory Executive Board for the past three (3) fiscal years, as well as the expected proportion for the current fiscal year:

Proportion of Each Element in the Executive Board Compensation Fiscal Year / Monthly Fixed Direct Benefits Bonus / Profit Compensation Compensation Wage Share in the based on shares Company of the Company 2012 6.70% 0.25% 34.75% 58.30% 2013 32.86% 0.82% 63.82% 2.49%

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2014 32.13% 1.68% 0.00% 66.19% 2015 (estimated) 14.51% 1.01% 38.22% 46.26%

Please note that the estimated percentages for the 2015 fiscal year may vary as a function of changes in the results obtained by the Company in the period, because of the risk and result sharing component existing in the variable compensation.

Please note that, in the opinion of the Company, the amounts related to the share-based compensation are not deemed to be “compensation” for labor and social-security purposes. Its inclusion in the calculation of the aggregate compensation of the officers is performed solely and exclusively to comply with the CVM regulatory requirements.

(iii) Calculation and adjustment methodology of each compensation element;

The compensation paid by the Company to its officers is compared to the market from time to time in order to determine its competitiveness and eventually assess the need for adjustments in any compensation components, and the calculation of the compensation elements also takes into account the performance of the officers in their respective areas of responsibility.

The Company hires a specialized consultancy to do the annual research for the management’s global compensation, before a market comprised of companies of the same sector and size as the Company.

With the support of the specialized consultancy, the Company does an evaluation of the offices of the management using a methodology that considers the activity developed, the expected results and the necessary professional competence to the office. Based on the results of the evaluation, were make a comparison of the compensation of the Company’s management and the compensation of similar offices in companies of the same sector and size as the Company.

(iv) Reasons justifying the compensation items.

The Company adopts a compensation formation model that concentrates a significant portion of the aggregate compensation in variable components, thus encouraging improved management and retaining executives, for purposes of obtaining gains by commitment with long-term results and short-term performance, which is part of its policy of sharing the risk and results with its primary executives. c) The main performance indicators taken into account in determining each compensation element;

The variable portion of the officers’ compensation is connected with the Company performance in the concerned period of time and individual targets defined for each member. Thus, the amounts to be paid to the officers of the Company as short- and long-term variable compensation are subject to evolution of the Company and attainment of the officers’ individual targets.

The variable portion is formed by bonus and the share purchase option program4.

Bonuses are based on the company’s annual results, which are measured by attaining cash flow targets, cost of works, term

4 Please note that, in the opinion of the Company, the amounts listed in the Share Purchase Option Plan are not deemed “compensation” for labor and social-security purposes. Its inclusion in the calculation of the aggregate compensation of the officers is performed solely and exclusively in order to comply with the CVM regulatory requirements.

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of approvals, revenues, customers and scenario, and also based on individual targets.

Performance indexes that will be taken into account to determine the bonus are defined in the first month of the year and followed up on a monthly basis. In the end of the year, the results and targets actually obtained and attained are assessed, and such attainment is mandatory in order to pay the bonus.

The share purchase option program5 is based on the market value of the shares of the Company. d) How the compensation is structured to reflect evolution of performance indexes;

Performance targets and indexes are broken down on an annual basis for the Company and executives and assessed in the end of the fiscal year. Behavior assessments are also carried out in order to identify behavioral compliance by the executives with the organization’s competencies model.

Based on the results obtained for the Company and the performance of each individual, fixed and variable compensation and long-term incentives are applied.

Any changes in the compensation items are directly related to the individual performance of the officers, the performance of the Company and attainment of previously defined targets. e) How the compensation policy and practices are aligned with the interests of short-, medium- and long-term issuers.

The Company compensation policy is aligned with the short- and medium-term interests to the extent wage multiples are paid to its officers as a result of compliance with targets previously defined for the period, and it is aligned with the long- term interests of the Company of offering to its primary executives the possibility of purchasing shares issued by the Company. Such compensation format is designed to encourage workers to search for the best profitability of investments and projects developed by the Company, both in the short- and long-term, in order to align the interests of those involved. f) Existence of compensation supported by subsidiaries or direct or indirect controlled or controlling entities

Our subsidiaries and controlled entities make payments to their respective officers and employees directly as compensation by adopting the same compensation policy as described in the items above. No compensation is paid to officers or employees of one company by another company of the group. g) Existence of any compensation or benefit linked to the occurrence of a certain corporate event, such as corporate control by the issuer.

The receipt of each portion of deferred profit sharing by the most senior workers of the Company becomes a certain and net right of the employee in case of: (i) any and all changes of the direct or indirect controlling entity of the Company; (ii) changes in the employer action directives and definitions; (iii) changes or downgrading of the employee hierarchic position; or else (iv) any corporate reorganization, merger, split, amalgamation, issue of new shares or other corporate transactions involving the Company. Please note, however, that currently the Company does not account for any deferred profit sharing, so that the corporate events described above will not result in payments of that nature to most senior workers of the Company.

5 Please note that, in the opinion of the Company, the amounts listed in the Share Purchase Option Plan are not deemed “compensation” for labor and social-security purposes. Its inclusion in the calculation of the aggregate compensation of the officers is performed solely and exclusively in order to comply with the CVM regulatory requirements.

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Additionally, in the event of corporate reorganization transactions, such as conversion, merger, amalgamation, split and merger of shares, the Board of Directors of the Company and the companies involved in such transactions may, at their sole discretion, determine, without prejudice to other actions they may take by equity, to: (i) replace the shares subject to the share purchase options granted to the employees and officers of the Company for shares or other securities issued by companies succeeding the Company; (ii) advance the acquisition of the right to exercise share purchase options granted to employees and offices of the Company in order to surely include corresponding shares in such transaction; and/or (iii) pay in cash the amount that the beneficiary would be entitled to under the Option Plan.

13.2 - Aggregate compensation of the board of directors, statutory executive board and board of auditors

Aggregate compensation expected for the current fiscal year on Dec 31, 2015 – Annual Amounts

Body Board of Directors Statutory Board of Totals Executive Board Auditors No. of members(1) 8.00 5.00 5.00 18.00 Total Compensation(2) 864,000.00 26,767,456.56 345,600.00 27,977,056.56 Wage 720,000.00 3,770,000.00 288,000.00 44,778,000.00 Direct and indirect benefit - 262,682,53 - 262,682,53 Participation in - - - - committees Participation in 144,000.00 787,176.00 57,600.00 988,776.00 committeesOthers Description of other fixed Encumbrance Encumbrance Encumbrance compensation Encumbrance incident in incident in the incident in the incident in the the fixed compensation fixed fixed fixed (INSS)v compensation compensation compensation (INSS) (INSS) (INSS) Bonus - 9,930,000.00 - 9,930,000.00 Profit sharing - - - - Meeting attendance - - - - Commissions - - - - Others - - - - Description of other - - - - variable compensation Post-employment - - - - Cessation of position - - - - Based on shares(3) - 12,017,597.03 - 12,017,597.03

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Observation (1) The Number of members of each body corresponds to an annual average of the number of members of each body determined monthly. (2) The total amount of the compensation consider the amount correspondent to the INSS contribution that are Company’s lien recognize in the incomes. (3)The Company understands that the amount of item “based in shares” shall not be consider as compensation, once the shares are acquired by its employees. Therefore, the appointment of these amounts shall attend an CVM requirement and not be considered to labor, fiscal or social security effects.

Aggregate compensation of the Fiscal Year on Dec 31, 2014 – Annual Amounts

Body Board of Directors Statutory Executive Board of Totals Board Auditors No. of members(1) 7.00 6.33 5.00 18.33 Total Compensation(2) 864,000.00 14,146,610.09 345,600.00 15,356,210.09 Wage 720,000.00 4,260,000.00 288,000.00 5,268,000.00 Direct and indirect benefit - 222,122.48 - 222,122.48

Participation in - - - - committees Others 144,000.00 889,488.00 57,600.00 1,091,088.00 Description of other fixed Encumbrance incident in Encumbrance incident Encumbrance Encumbrance compensation the fixed compensation in the fixed incident in the incident in the (INSS)v compensation (INSS) fixed fixed compensation compensation (INSS) (INSS) Bonus - 0.00 - 0.00 Profit sharing - 0.00 - 0.00 Meeting attendance - - - - Commissions - - - - Others - - - - Description of other - - - - variable compensation Post-employment - - - - Cessation of position - - - - (3) Based on shares - 8,774,999.61 - 8,774,999.61 Observation (1) The Number of members of each body corresponds to an annual average of the number of members of each body determined monthly. (2) The total amount of the compensation consider the amount correspondent to the INSS contribution that are Company’s lien recognize in the incomes. (3)The Company understands that the amount of item “based in shares” shall not be consider as compensation, once the shares are acquired by its employees. Therefore, the appointment of these amounts shall attend an CVM requirement and not be considered to labor, fiscal or social security effects.

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Aggregate compensation of the Fiscal Year on Dec 31, 2013 – Annual Amounts

Body Board of Directors Statutory Executive Board of Totals Board Auditors No. of members(1) 5.17 6.50 2.58 14.25

Total Compensation(2) 1,488,000.00 12,951,848.62 297,600.00 14,737,448.62 Wage 1,240,000.00 3,983,240.96 248,000.00 5,471,240.96 Direct and indirect benefit - 99,720.97 - 99,720.97 Participation in - - - - committees Others 248,00.00 831,700.71 49,600.00 1,129,300.71 Description of other fixed Encumbrance incident in Encumbrance incident Encumbrance Encumbrance compensation the fixed compensation in the fixed incident in the incident in the (INSS) compensation (INSS) fixed fixed compensation compensation (INSS) (INSS) Bonus - 7,735,000.00 - 7,735,000.00 Profit sharing - - - - Meeting attendance - - - - Commissions - - - - Others - - - - Description of other - - - - variable compensation Post-employment - - - - Cessation of position - - - - Based on shares(3) - 302,185.98 - 302,185.98 Observation (1) The Number of members of each body corresponds to an annual average of the number of members of each body determined monthly. (2) The total amount of the compensation consider the amount correspondent to the INSS contribution that are Company’s lien recognize in the incomes. (3)The Company understands that the amount of item “based in shares” shall not be consider as compensation, once the shares are acquired by its employees. Therefore, the appointment of these amounts shall attend an CVM requirement and not be considered to labor, fiscal or social security effects.

Aggregate compensation of the Fiscal Year on Dec 31, 2012 – Annual Amounts

Body Board of Directors Statutory Board of Totals Executive Board Auditors No. of members(1) 8.25 7.33 3.00 18.58

Total Compensation 1,881,600.00 42,444,070.40 275,760.00 44,601,430.40

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Wage 1,568,000.00 1,148,546.00 229,800.00 2,946,346.00 Direct and indirect benefit - 110,680.00 - 110,680.00 Participation in - - - - committees Others 313,600.00 239,816.40 45,960.00 599,376.40 Description of other fixed Encumbrance incident in Encumbrance Encumbrance Encumbrance compensation the fixed compensation incident in the fixed incident in the incident in the (INSS) compensation fixed fixed (INSS) compensation compensation (INSS) (INSS) Bonus - - - - Profit sharing - 15,290,028.00 - 15,290,028.00 Meeting attendance - - - - Commissions - - - - Others - - - - Description of other - - - - variable compensation Post-employment - - - - Cessation of position - - - - Based on shares(3) - 25,665,000.00 - 25,655,000.00 Observation (1) The Number of members of each body corresponds to an annual average of the number of members of each body determined monthly. (2) The total amount of the compensation consider the amount correspondent to the INSS contribution that are Company’s lien recognize in the incomes. (3)The Company understands that the amount of item “based in shares” shall not be consider as compensation, once the shares are acquired by its employees. Therefore, the appointment of these amounts shall attend an CVM requirement and not be considered to labor, fiscal or social security effects.

13.3. Variable compensation of the past three fiscal years and the compensation expected for the current fiscal year of the board of directors, the statutory executive board and the board of auditors

2015 (PREDICTION) Board of Statutory Board of Totals (a) Body Directors Executive Auditors Board (b) Number of Members(1) 8.00 5.00 5.00 18.00

(c) Bonus (i) Minimum amount contemplated in the - 3,310,000.00 - 3,310,000.00 compensation plan (in R$) (ii) Maximum amount contemplated in the - 9,930,000.00 - 9,930,000.00 compensation plan (in R$)

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(iii) Amount contemplated in the - 6,620,0000.00 - 6,620,0000.00 compensation plant for targets attained (in R$) (d) Profit Sharing (i) Minimum amount contemplated in the - - - - compensation plan (in R$) (ii) Maximum amount contemplated in the - - - - compensation plan (in R$) (iii) Amount contemplated in the - - - - compensation plant for targets attained (in R$)

2014 Board of Statutory Board of Totals (a) Body Directors Executive Auditors Board (b) Number of Members(1) 7.00 6.33 5.00 18.33

(c) Bonus (i) Minimum amount contemplated in the - 4,007,500.00 - 4,007,500.00 compensation plan (in R$) (ii) Maximum amount contemplated in the - 12,022,500.00 - 12,022,500.00 compensation plan (in R$) (iii) Amount contemplated in the - 8,015,000.00 - 8,015,000.00 compensation plant for targets attained (in R$) (iv) Amount actually acknowledged (in R$) - 0.00 - 0.00

(d) Profit Sharing (i) Minimum amount contemplated in the - - - - compensation plan (in R$) (ii) Maximum amount contemplated in the - - - - compensation plan (in R$) (iii) Amount contemplated in the - - - - compensation plant for targets attained (in R$) (iv) Amount actually acknowledged (in R$) - - - -

2013 Board of Statutory Board of Totals (a) Body Directors Executive Auditors Board (b) Number of Members(1) 5.17 6.50 2.58 14.25

(c) Bonus

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(i) Minimum amount contemplated in the - 4,007,500.00 - 4,007,500.00 compensation plan (in R$) (ii) Maximum amount contemplated in the - 12,022,500.00 - 12,022,500.00 compensation plan (in R$) (iii) Amount contemplated in the - 8,015,000.00 - 8,015,000.00 compensation plant for targets attained (in R$) (iv) Amount actually acknowledged (in R$) - 7,735,000.00 - 7,735,000.00

(d) Profit Sharing (i) Minimum amount contemplated in the - - - - compensation plan (in R$) (ii) Maximum amount contemplated in the - - - - compensation plan (in R$) (iii) Amount contemplated in the - - - - compensation plant for targets attained (in R$) (iv) Amount actually acknowledged (in R$) - - - -

2012 Board of Statutory Board of Totals (a) Body Directors Executive Auditors Board (b) Number of Members(1) 8.25 7.33 3.00 18.58

(c) Bonus (i) Minimum amount contemplated in the - - - - compensation plan (in R$) (ii) Maximum amount contemplated in the - - - - compensation plan (in R$) (iii) Amount contemplated in the - - - - compensation plant for targets attained (in R$) (iv) Amount actually acknowledged (in R$) - - - -

(d) Profit Sharing (i) Minimum amount contemplated in the - - - - compensation plan (in R$) (ii) Maximum amount contemplated in the - - - - compensation plan (in R$) (iii) Amount contemplated in the - - - - compensation plant for targets attained (in R$) (iv) Amount actually acknowledged (in R$) - 15,290,028.00 - 15,290,028.00

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Notes to the tables of Section 13.3

(1)The number of members of each body corresponds to the annual average number of members or each body assessed on a monthly basis.

13.4. Share-based compensation plan of the board of directors and the statutory executive board, in force in the past fiscal year and expected for the current fiscal year: a) General terms and conditions

Under Article 7, §4, of the By-laws, within the limit of the authorized capital and in accordance with the Plan approved by the General Meeting, the Board of Directors may approve the grant of purchase option or subscription of shares to its officers or employees.

The Company’s Share Purchase Option Plan currently in force was approved by the Extraordinary Shareholders’ General Meeting held on December 18, 2013.

The Option Plan shall be managed by the Board of Directors with the assistance of the People and Compensation Committee.

The Company grants a share purchase option to the beneficiaries elected by the Board of Directors. Options are granted under the Option Plan and the respective Option Agreements entered into by and between the Company and the beneficiaries, and the Board of Directors may, by the power vested in it and within the limits set forth in the applicable law and the Option Plan, treat differently the officers and employees of the Company or of other companies under their control that may be in a similar situation, and it is not required, by any rule of isonomy or analogy, to extend to all such conditions it thinks are applicable only to one or more of them.

The total number of shares that may be purchased under the Option Plan may not exceed 8% of the shares representing the aggregate capital stock of the Company (including shares issued by virtue of the exercise of options based on the Option Plan), provided that the total number of shares issued or which may be issued under the Option Plan is always within the limit of the authorized capital of the Company. If any option is terminated or cancelled without having been fully exercised, the shares subject to such option shall be once again available for future grants of options under the Option Plan.

b) Main purposes of the plan

The purpose of the Option Plan is to allow eligible persons, subject to certain conditions, to purchase shares of the Company, in order to: (a) encourage the expansion, success and attainment of the Company purposes; and (b) align the interests of the shareholders of the Company with those of the beneficiaries.

c) How the plan will contribute to these purposes

By aligning the interests of the officers, the Company and the shareholders by means of benefits to the officers, in accordance with the performance of the Company shares, and creating attractive incentives in order to retain talents and key executives.

d) How the plan inserts in the Company compensation policy

The Company has an individual merit valuation policy for employees based on the attainment of operational and financial targets and individual performance. Share-based compensation plants to be implemented are tools used to encourage good individual performance and commitment with corporate targets, focused on meritocracy, attainment of targets and

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perpetuity of the Company.

e) How the plan aligns to the short, medium and long-term interests of officers and the Company

The Long-Term Incentive (“ILP”) aligns the interests of officers, the Company and shareholders by means of benefits to the officers in accordance with the performance of the Company shares. Under the Share Purchase Option Plan, we attempt to improve our management and retain our executives, in order to obtain gains by means of commitment with long-term results and short-term performance. Additionally, the Share Purchase Option Plan intends to enable the Company to obtain and retain the services of high-level executives by offering them, as an additional advantage, the opportunity of becoming shareholders of the Company under the terms and conditions set forth in the Plan.

f) Maximum number of contemplated shares

The total number of shares that may be purchased under the Option Plan may not exceed 8% of the shares representing the total capital stock of the Company (including shares issued as a result of the exercise of options based on the Option Plan), provided that the total number of shares issued or subject to be issued under the Option Plan is always within the limit of the authorized capital of the Company. If any option is terminated or cancelled without being fully exercised, the shares linked to such options shall again be available for future grants of options under the Option Plan.

g) Maximum number of options to be granted

The Board of Directors may grant a total of options representing at most 8% of the shares representing the capital stock of the Company (including shares issued as a result of the exercise of options based on the Option Plan). Considering the number of options granted and currently in force, to date options to subscribe 111,750,311 shares have been granted, as approved by the Board of Directors in meetings held on December 19, 2013 and December 17, 2014. If any option is terminated or cancelled without being fully exercised, the shares bound to such options shall be again available for future grants of options under the Option Plan.

Considering the proposal to increase the capital submitted by the management of the Company to the shareholders on March 18, 2015, the maximum number of options to be granted may be added proportionally to the actually approved increase.

h) Conditions to purchase the shares

Without prejudice to the other terms and conditions set forth in the respective Option Agreements, the options shall become exercisable to the extent the respective beneficiaries remain continually bound as officers or employees of the Company or another company under its control for a period starting on the issue date of the granting minutes and the dates specified below, as follows: (a) 20% of the options may be exercised after the second anniversary of the grant date; (b) 20% of the options may be exercised after the third anniversary of the grant date; (c) 30% of the options may be exercised after the fourth anniversary of the grant date; and (d) 30% of the options may be exercised after the 5th anniversary of the grant date.

i) Criteria to fix the purchase or exercise price

The exercise price of the options granted under the Option Plan shall be fixed by the Board of Directors based on the average quote of the Company shares in the BM&FBOVESPA, weighted by the trading volume in the sixty (60) last days prior to the granting date, deducted the amount of dividends and interest on the net equity per share paid by the Company between the granting date and the date the Option was exercised.

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j) Criteria to fix the exercise term

The final terms to exercise the options shall be determined by the Board of Directors considering medium and long term alignment of the respective beneficiaries, and shall be specified in the respective Option Agreements. Under the Option Plan, the maximum exercise term shall be six years from the grant date.

k) Form of settlement

The exercise price shall be paid by the beneficiaries in the manners and terms determined by the Board of Directors at each grant, and as set forth in the Option Agreement.

l) Restrictions on the transfer of shares

Without prejudice to any additional restrictions on transfers that may be determined by the Board of Directors, the beneficiaries may not sell, assign and/or offer for sale a number of shares purchased upon exercise of options for a term of one year counted from the date of exercise of the respective option. In case the beneficiary fails to have the funds required to pay for the exercise of options, it may be authorized to sell such shares required to pay for the exercise of the options plus the application taxes and costs, in accordance with the rules set out in the Option Plan.

m) Criteria and events that will, if verified, result in suspension, modification or termination of the plan

The Board of Directors may, in case the Company and its shareholders are so interested, review the conditions of the Option Plan, provided that this does not change the respective basic principles thereof. The Board of Directors shall further decide on any cases omitted herein, upon consultation with the General Meeting, when the Board of Directors so thinks fit.

Any significant legal changes concerning the regulation of corporations, publicly-held companies, the labor laws in force and/or the tax effects of a purchase option plan, may lead to a full review of the Option Plan.

The Option Plan is effective as from the date of approval thereof by the General Meeting of the Company, and it shall remain in full force and effect for an indefinite term, and it may be terminated at any time upon decision of the General Meeting. The end of effectiveness of the Option Plan shall not affect the effectiveness of the options granted based thereon that may still be in force.

In the event of any corporate reorganization involving the Company, such as conversion, merger, amalgamation, split and merger of shares, the Board of Directors of the Company and the companies involved in such transactions may, at their sole discretion, determine, without prejudice to other actions they may resolve by equity: (a) replacement the shares subject to the options for shares, quotas or other securities issued by companies succeeding the Company; (b) advancement of the acquisition of the right to exercise the options in order to surely include corresponding shares in such transaction; and/or (c) payment in cash of the amount to which the beneficiary would be entitled under the ILP plan.

The Board of Directors shall make any corresponding adjustments in case the number, type and class of the shares existing on the date of approval of the ILP Plan may be changed as a result of bonuses, splits, grouping or conversion of shares from one type or class into another, or conversion into shares of other securities issued by the Company.

n) Effects of removing the officers from bodies of the Company on their rights contemplated in the share-based compensation plan

In the event of termination of the beneficiary, such options that may still not be exercised in accordance with the

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respective Option Agreement, on the date of termination, shall be automatically and lawfully terminated, irrespective of prior notice, and without any right to indemnity.

With regards to options that may be exercised on the date of termination of the beneficiary, in accordance with the respective Option Agreement, they: (a) may be exercised within 30 days from the termination date, and thereafter they shall be automatically and lawfully terminated, irrespective of prior notice, and without any right to indemnity, in case (a.1) the beneficiary is terminated from the Company by his or her free will, and leaves or waives his or her position as officer; (a.2) the beneficiary is terminated from the Company by his or her free will, by termination without cause, or removed from office without a violation of his or her duties and responsibilities as officer; (a.3) the beneficiary is terminated from the Company because of regular retirement or permanent disability; (b) shall be automatically and lawfully terminated, irrespective of prior notice, and without any right to indemnity, in case the beneficiary is terminated from the Company by free will of the latter, by dismissal for cause, or removed from his or her office because of violation of his or her duties and responsibilities as officer; and (c) may be exercised by the heirs and legal successors of the beneficiary within twelve (12) months from the termination date, and thereafter shall be automatically and lawfully terminated, irrespective of prior notice, and without any right to indemnity, in case the beneficiary is terminated from the Company because of his or her death.

13.5. The shares directly or indirectly held in Brazil or abroad and other securities convertible into shares issued by the Company, its direct or indirect controlling entities, companies controlled by or under common control with members of the board of directors, the statutory executive board or the board of auditors grouped by bodies, on the date of termination of the last fiscal year

Securities issued by the Company in Brazil: Body Total Shares Held % Total Directly Held Indirectly Held % Total Direct % Total Indirect Shares Shares Board of Directors 182,222,440 13.77% 2,008,383 180,214,057 0.15% 13.62% Board of Auditors 1,519,691 0.11% 148,000 1,371,691 0.01% 0.10% Executive Board 6,691,494 0.51% 500 6,690,994 0.00% 0.51% Total Officers 190,433,625 14.39% 2,156,883 188,276,742 0.16% 14.23%

(1)In order not to exist duplicity, in cases where the same Officer takes a position both in the Executive Board and the Board of Directors, the shares such Officer holds shall be counted on in the Board.

13.6. The share-based compensation acknowledged in the result of the three (3) last fiscal years and expected for the current fiscal year, of the board of directors and the statutory executive board

a) Statutory executive board

Share-based compensation expected for the current fiscal year (2015) Statutory executive Board of directors board No. of members: - 5.00 Weighted average price of exercise: (a) Options outstanding at the beginning of the fiscal year - 1.82 – Relating to the grant dated Dec 18, 2013 1,06 – Relating to the grant dated Dec 17, 2014

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(b) Options lost during the fiscal year - - (c) Options exercised during the fiscal year - 1,82 – Relating to the grant dated Dec 18, 2013

(d) Options expired during the fiscal year - - Potential dilution in case of exercise of all options granted (1) - 5.20%

(1)Potential dilution considers all options granted in force, even though these are not exercisable during the fiscal year.

Share-based compensation expected for fiscal year 2014 Statutory executive Board of directors board No. of members: - 5.00 Weighted average price of exercise: (a) Options outstanding at the beginning of the fiscal year - 1,82 – Relating to the grant dated Dec 18, 2013 (b) Options lost during the fiscal year - - (c) Options exercised during the fiscal year - - (d) Options expired during the fiscal year - - Potential dilution in case of exercise of all options granted (1) - 5.20%

(1) Potential dilution considers all options granted in force, even though these are not exercisable during the fiscal year.

Share-based compensation expected for fiscal year 2013 Statutory executive Board of directors board No. of members: - 7.00 Weighted average price of exercise: (a) Options outstanding at the beginning of the fiscal year - - (b) Options lost during the fiscal year - - (c) Options exercised during the fiscal year - -

(d) Options expired during the fiscal year - - Potential dilution in case of exercise of all options granted (1) - 4.85%

(1) Potential dilution considers all options granted in force, even though these are not exercisable during the fiscal year.

Share-based compensation expected for fiscal year 2012(1) Statutory executive Board of directors board No. of members: - - Weighted average price of exercise: (a) Options outstanding at the beginning of the fiscal year - - (b) Options lost during the fiscal year - - (c) Options exercised during the fiscal year - -

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(d) Options expired during the fiscal year - - Potential dilution in case of exercise of all options granted (1) - -

1 There were no outstanding options granted to officers.

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Share-based compensation expected for the current fiscal year (2015) – (FORECAST)

Body Board of Directors Statutory Executive Board

Grant of share purchase options - 5 Grant date - December 2015 Number of options granted - 2,830,189 Term for the options to become - 2nd Anniversary – 20% exercisable 3rd Anniversary – 20% 4th Anniversary – 30% 5th Anniversary – 30% Maximum term to exercise the - 6 years options Term of restriction on the transfer of - 1 year shares Fair value of the options on the - 1.06 grant date

Share-based compensation expected for the current fiscal year (2014)

Body Board of Directors Statutory Executive Board

Grant of share purchase options - 3 Grant date - December 19, 2014 Number of options granted - 5,096,105 Term for the options to become - 2nd Anniversary – 20% exercisable 3rd Anniversary – 20% 4th Anniversary – 30% 5th Anniversary – 30% Maximum term to exercise the - 6 years options Term of restriction on the transfer of - 1 year shares Fair value of the options on the - 1.06 grant date

* In the 2014 fiscal year, options were granted only to three members of the Executive Board.

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Share-based compensation expected for the current fiscal year (2013)

Body Board of Directors Statutory Executive Board

Grant of share purchase options - 7 Grant date - December 19, 2013 Number of options granted - 73,529,531 Term for the options to become - 2nd Anniversary – 20% exercisable 3rd Anniversary – 20% 4th Anniversary – 30% 5th Anniversary – 30% Maximum term to exercise the - 6 years options Term of restriction on the transfer of - 1 year shares Fair value of the options on the - 1.82 grant date

Share-based compensation expected for the current fiscal year (2012)

Body Board of Directors Statutory Executive Board

Grant of share purchase options - - Grant date - - Number of options granted - - Term for the options to become - - exercisable Maximum term to exercise the - - options Term of restriction on the transfer of - - shares Fair value of the options on the - - grant date

* There was no Grant in 2012.

b) Board of Directors

Share options have not been granted to members of the Board of directors.

13.7. Regarding outstanding options of the board of directors and the statutory executive board in the end of the last fiscal year

a) Statutory Executive Board

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2014 (1) b) Number of Members 5 c) Options not yet exercisable 70,617,471 – Relating to the options granted on Dec 18, 2013(2) i) Quantity 5.096.105 – Relating to the options granted on Dec 17, 2014 14,123,494 Options exercisable from Dec 18, 2015 - Relating to the options granted on 18.12.2013 ii) Date they will become exercisable 1,019,221 Options exercisable from Dec 17, 2016 - Relating to the options granted on Dec 17, 2014 Dec 18, 2019 for the 70,617,471 options granted on Dec 18, 2013. iii) Maximum term to exercise the options Dec 17, 2020 for the 5,096,105 options granted on Dec 17, 2014 iv) Period of restriction on the transfer of shares 1 year R$1.82 (options granted on Dec 18, 2013) v) Weighted average price of exercise R$1,06 (options granted on Dec 17, 2014) vi) Fair price of the options on the last day of the fiscal year R$0.19 d) Exercisable options 0.00 i) Quantity

ii) Maximum term to exercise the options Not applicable iii) Period of restriction on the transfer of shares Not applicable iv) Weighted average price of exercise Not applicable v) Fair price of the options on the last day of the fiscal year Not applicable vi) Fair price of the total options on the last day of the fiscal year Not applicable

(1) Table with base date Dec 31, 2014. (2) From the options granted, the options of Officers terminated in 2014 have been dismissed.

b) Board of Directors:

No share options have been granted to the members of the Board of Directors.

13.8. Options exercised and shares delivered in respect of the share-based compensation of the board of directors and the statutory executive board, in the three (3) past fiscal years.

(a) Statutory Executive Board

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Fiscal Year 2012 (1) 2013 (1) 2014 (1) b) Number of Members - 7 5 c) Regarding the options exercised i) Number of shares - 0 0 ii) Weighted average prices of exercise - - 0 iii) Total amount of the different between the exercise amount and the market price of the - - - shares relating to the options exercised d) Regarding the shares delivered, inform i) Number of shares - 0 0 ii) Weighted average purchase prices - - - iii) Total amount of the different between the purchase amount and the market price of the - - - shares purchased

(1) There was no exercise of the options and delivery of shares in the fiscal years of 2012, 2013 and 2014 based on the Company’s compensation based on shares’ plan,

a) Board of Directors

No buying share options plan have been granted to the members of the Board of Directors.

13.9. Information required to understand the data published in Sections 13.6 to 13.8 (including the pricing method of the amount of shares and options), indicating: a) pricing model

Based on Technical Statement CPC 10 – payment based on shares, the Company estimated the fair value of the options on the dates of grants, and acknowledged as an expense, in each period, a portion proportional to the effectiveness of rights. Considering the nonexistence of equivalent transactions in the market, the Company used the Black & Scholes method to estimate the fair price of the options in each grant. b) Data and assumptions used in the pricing model, including the weighted average price of the shares, exercise price, expected volatility, option life, expected dividends and risk free interest rate

On the grant date Plan approved in 2013 1.86 – Re Dec 18, 2013 Share price 0.82 – Re. Dec 17, 2014 1.82 – Re Dec 18, 2013 Weighted exercise price of the options 1.06 – Re. Dec 17, 2014 29.90% – Re. Dec 19, 2013 Expected volatility 25.10% – Re Dec 18, 2014 Option life 6 years 7.40% – Re. Dec 19, 2013 Expected dividends 6.50% – Re Dec 18, 2014 Risk-free interest rate 11.60% – Re. Dec 19, 2013

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12.70% – Re Dec 18, 2014 R$0.41 – Re. Dec 19, 2013 Weighted fair price of the options R$0.23 – Re Dec 18, 2014

c) Method and assumptions used to incorporate the expected effects of the early exercise

The weighted fair price of the share purchase options is updated by using the Black & Scholes option pricing model. As determined by CPC 10 – Share-Based Payments, approved by CVM Resolution No. 564/08, the premium of such options has been calculated on the grant date thereof and is acknowledged as expense in consideration for the stockholders’ equity during the grace period to the extent the services are provided.

The amount acknowledged and to be acknowledged in the result up to the end of the program is: 2013 - R$302,186 2014 - R$8,774,999 2015 - R$9,017,597 2016 - R$6,641,778 2017 - R$4,609,902 2018 - R$2,161,088 2019 - R$76,672 TOTAL- R$31,584,225

From 2015, amounts may change in the end of each fiscal year. d) How to determine the expected volatility

In order to calculate the expected volatility, an annualized standard deviation pattern of the history Company share price daily variations was used for the 360 day history series, which is published by BLOOMBERG. e) Whether another characteristic of the option has been incorporated in the fair price calculation.

Not applicable, considering that there are no other characteristics incorporated in the fair price calculation.

13.10. Regarding social security plans in force granted to members of the board of directors and the Statutory Officers, include the following information: (a) body; (b) number of members; (c) name of plan; (d) number of officers qualified to retire; (e) conditions for early retirement; (f) updated amount of updated contributions in the social security plan until the end of the last fiscal year, less the portion relating to contributions made directly by the officers; (g) total accrued amount of contributions made during the last fiscal year, less the portion relating to contributions made directly by the officers; and (h) whether there is a possibility of early redemption and what under conditions;

Not applicable, considering that the Company does not offer private pension plans to members of the Board of Directors or the Statutory Officers.

13.11. Maximum, minimum and average individual compensation of the board of directors, the statutory executive board and the board of auditors:

Annual amounts

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Body Statutory Executive Board Board of Directors Board of Auditors 2012 Fiscal Year 2014 2013 (2) 2014 2013 2012 2014 2013 2012 (3) No. of Members (1) 6.33 6.50 7.33 7 5.17 8.25 5 2.58 3 Greater 4.2 2.9 240 240 240 96 96 8 Compensation (R$) - Million Million Thousand Thousand Thousand Thousand Thousand Thousand (4)(7) Lesser 756 1,046 240 240 240 96 96 8 Compensation (R$) - Thousand Thousand Thousand Thousand Thousand Thousand Thousand Thousand (5)(7) Average 2.1 1,865 240 240 240 96 96 8 Compensation (R$) -- Million Thousand Thousand Thousand Thousand Thousand Thousand Thousand (3)(7)

Notes:

(1) The number of members of each body corresponds to the annual average of the number of members of each body assessed on a monthly basis.

(2) The compensation of the Executive Board in 2013 has not considered the share-based compensation.

(3) In Fiscal Years 2013 and 2014, four members of the Board of Directors and two members of the Board of Auditors were not remunerated.

(4) Members who received greater compensation, according to the table above, exercised their duties for 12 months. (5) The amount of the lesser compensation of the table above does not consider members of the respective body that may have exercised their duties for less than 12 months.

(6) With regards to the minimum and maximum individual compensation of the Officers of the Company relating to the 2012 fiscal year, such amounts have not been disclosed because of an injunction issued under ordinary action No. 2010.51.01.002888-5, by the 5th Federal Court of Rio de Janeiro to IBEF/RJ, in particular for reasons related to the security of the members of our management. (7)The amounts of the higher compensation, of the lowest compensation and the total amounts considered to the calculation of the average amount informed are net of social liabilities that are liens to the Company.

Chart with the amount considering the social burden that are Company’s lien.

Body Statutory Executive Board Board of Directors Board of Auditors Fiscal Year 2014 2013 2012 2014 2013 2012 2014 2013 2012 No. of 6,33 6,50 7,33 7 5,17 8,25 5 2,58 3 Memebrs (1) Higher 288 288 288 115 115 9,6 Compensation 5 Million 3,4 Million - Thousand Thousand Thousand Thousand Thousand Thousand (R$) Lower 913 1.264 288 288 288 115 115 9,6 Compensation - Thousand Thousand Thousand Thousand Thousand Thousand Thousand Thousand (R$) Average Compensation 2.234.851,52 1.192.592,10 -- 288.000,00 1.271.794,87 228.072,73 115.200,00 513.103,45 91.920,00 (R$)

Notes:

(1) The number of members of each body corresponds to the annual average of the number of members of each body determined monthly. (2) The compensation of the Executive Board in 2013 did not consider the compensation based in shares. (3) During the 2013 and 2014 fiscal years, 4 members of the Board of Directors and 2 members of the Board of Auditors were not compensated. (4) Members that received a higher compensation in accordance with the table above were in their position for 12 months.

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(5) The members of each body that remained in their position for less than 12 months were not considered for the calculation of the lower compensation reffered to on the table above. (6) In relation to the lower and higher individual compensations of the Company’s Officers in the fiscal year of 2012, such amounts were not disclosed as a consequence of the preliminary injunction granted on the record of the ordinary action No, nº 2010.51.01.002888-5, by MM, Juízo da 5 Vara da Justiça Federal do Rio de Janeiro to IBEF/RJ, mostly in regard to the safety of the members of our management. (7) The amounts of the higher compensation, of the lowest compensation and the total amounts considered to the calculation of the average amount informed are net of social liabilities that are liens to the Company.

13.12. Contractual arrangements, insurance policies or other instruments structuring compensation mechanisms or indemnity to the officers in case of removal from office or retirement (including financial consequences for the Company):

Financial consequences will be payment of the deferred portion of the Company profit sharing, in case there is outstanding balance, as well as the net and certain right of the beneficiary to exercise share purchase options of the Company in accordance with the Plan, as described in Section 13.4(n) above.

In relation to the Civil Liability Insurance Policy of the Directors and Officers (D&O) hired by the Company, it is not applicable to the hypothesis of the removal from office or retirement, and has the purpose to guarantee the financial protection and tranquility so that those that occupy management positions take daily decisions with serenity, nothwhithstanding being considered as a competitive benefit, which allows the retention of qualified professionals.

13.13. Percentage aggregate compensation of each body acknowledged in the Company relating to members of the board of directors, the statutory executive board or the board of auditors that are parties related to the direct or indirect controlling entities, as defined by the accounting rules that deal with this matter:

Item not applicable, considering that the Company has no controlling shareholder.

13.14. Amounts acknowledged in the results of the Company as compensation of members of the board of directors, the statutory executive board or the board of auditors, grouped by body, for any reason other than the function they take, such as, for instance, commissions and consulting or advice services provided.

In the fiscal years ended on December 31, 2014, 2013 and 2012 no amount has been paid to members of the Board of Directors, the Statutory Executive Board or the Board of Auditors for any reason other than compensation for the function they take.

13.15. Amounts acknowledged in the result of direct or indirect controlling entities, a company under common control and controlled entities of the issuer as compensation of members of the board of directors, the statutory executive board or the board of auditors, grouped by body, for any reason other than the function they take, such as, for instance, commissions and consulting or advice services provided.

In the fiscal years ended on December 31, 2014, 2013 and 2012 no amount has been paid to members of the Board of Directors, the Statutory Executive Board or the Board of Auditors acknowledged in the result of direct or indirect controlling entities, a company under common control and controlled entities of the Company.

13.16. Provide other information that the issuer thinks significant

There is no other significant information on this Section 13. ***

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