goldfarb increase in stake presentation

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1 PDG Realty increases its stake in Goldfarb to 75%, and acquires an option to purchase an additional 5% Investors Relations: Michel Wurman Investors Relations Director João Mallet Investors Relations Manager Gustavo Janer IR Analyst Telephone: +55 (21) 3504 3800 E-mail: [email protected] Website: www.pdgrealty.com.br/ir

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Page 1: Goldfarb Increase in Stake Presentation

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PDG Realty increases its stake in Goldfarb to 75%, and acquires an option

to purchase an additional 5%Investors Relations:

Michel Wurman Investors Relations Director

João MalletInvestors Relations Manager

Gustavo JanerIR Analyst

Telephone: +55 (21) 3504 3800E-mail: [email protected]

Website: www.pdgrealty.com.br/ir

Page 2: Goldfarb Increase in Stake Presentation

Agenda

Deal Rationale

Increase of PDG Realty´s stake in Goldfarb

PDG Realty Business Model

Final Comments

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Page 3: Goldfarb Increase in Stake Presentation

Deal Rationale

Consolidation of PDG Realty´s position as one of the leaders in operations within the mid and mid-low income segment.

Opportunity to accelerate investments in the market segment with the largest repressed demand on Brazilian real estate market.

Investment in a company with proven execution capacity and great potential growth.

Stake acquisition based on accretive valuation.

Arbitrage opportunity on discounts between listed companies versus private equity investments.

Reaffirm and reiterate the strategic alignment between the current shareholders of Goldfarb and PDG Realty.

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Page 4: Goldfarb Increase in Stake Presentation

Increase to 75% of PDG Realty´s stake in Goldfarb

The company has over 40 years of experience and is one of the largest developers and homebuilders in the country focused in popular and economic units.

Successful business model based in 3 main principles:

– Focus in market segment (popular and economic units).

– Standardization of the development process resulting in low operational costs.

– Production and sales verticalization.

One of the largest Caixa Econômica Federal associative credit operators.

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Page 5: Goldfarb Increase in Stake Presentation

Increase to 75% of PDG Realty´s stake in Goldfarb

In Goldfarb’s original strategic business plan, 5 to 5.5 thousand units were expected to be launched in 2007, 7 thousand units in 2008 and 10 thousand units in 2010.

After the recent capitalizations of the company, its strategic business plan was reviewed: Goldfarb expects to launch 7 to 8 thousand units in 2007 and 9.5 to 10.5 thousand units already in 2008.

Expected Units to be launched- Goldfarb (thousand units launched)

5.0 -5.5

7.07.0 - 8.0

9.5 - 10.5

0

2000

4000

6000

8000

10000

12000

2007 2008Original Strategic Plan Review 5

Page 6: Goldfarb Increase in Stake Presentation

Increase to 75% of PDG Realty´s stake in Goldfarb

Goldfarb is exclusively focused in the market segment that concentrates the biggest and most promising consumer demand (popular and economic).

Number of Residences (2006) Main Competitors Target-segment

6

4%

7%

18%

71%

8.7 million

1.7 million

3.7 million

37.3 million

> 20 MW

10 < > 20 MW

5 < > 10 MW

<5 MW

HabitationalHabitational

DeficitDeficit

Total Residencies: 51.6 million

MW: Minimum Wage

Page 7: Goldfarb Increase in Stake Presentation

Acquisition Structure

• We are increasing, once again, our stake in Goldfarb by 5% reaching 75%.

• PDG Realty’s acquisition structure will be concluded as follows:

- Assuming an equity value of R$ 800 million for Goldfarb, PDG Realty will increase its capital by

R$100 million, issuing shares representing 3.33%. Consequently, PDG Realty's stake in Goldfarb will reach

73.33%.

- Goldfarb’s current shareholders will increase the capital of a holding company by which they

will hold 100% of the company, paid up through issue of common shares by Goldfarb equivalent to 1.67%

of its capital.

- PDG Realty will incorporate the holding company by increasing its capital and issuing 681,818

new common shares.

• The holding shareholders are subject to a 9 month lock up period of 75% of their shares, with 25% of the

shares being unlocked on a quarterly basis.

• Furthermore, PDG Realty now holds an option with expiration in December 31, 2008 to acquire an

additional 5% stake of Goldfarb, reaching 80%. The option will be exercised in the same terms as the ones

described above: considering an equity value of R$900 million, PDG Realty will increase Goldfarb’s capital by

R$100 million and issuance of 1,136,364 shares of PDG Realty.

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Page 8: Goldfarb Increase in Stake Presentation

Successful track record

PDG Realty´s track record proves its ability to continuously originate co-developments and private equity opportunities.

44 projects launched2003 -2006

Jan-07

IPO

Private Equity...

...and co-developmentinvestments.

14 projects launched1Q07

Feb-06Additional acquisition

of 10%

Acquisitionof 20% stake

May-06

Set-06JVJV

Nov-06JVJV

Feb-07

Acquisition of 40% stake

JVJV

April-07

Additional acquisition

of 21%

June-07

Sale of20% stake

Joint VentureCHL & PIAL

JVJV

Joint VenturePDG & Abaurre

JVJV

R$ 250 mm Debentureissuance

21 projects launched2Q07

August-07

Acquisition of 30% stake

July - 07

Acquisition of 14,5% stake

Set - 07

Additional acquisition

of 5%

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Page 9: Goldfarb Increase in Stake Presentation

Portfolio Investments

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Even in a competitive environment PDG Realty was able to make important acquisitions in accretive deals.

Current portfolio enables strong presence in all market segments:

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Part.: 75%Focus: São Paulo, Rio de Janeiro and Espirito Santo

Part: 17%Focus: São Paulo Part: 17% (indirect)

Focus: São Paulo

Part.: 50% of a joint ventureFocus: São Paulo

Part: 50%Focus: Rio de Janeiro

Mid to low incomeMid to low income Mid to high incomeMid to high income Land parcelingLand parceling Rental Income Rental Income PropertiesProperties ServicesServices

Part: 50% of a joint ventureFocus: Bahia

Joint VentureFocus: Rio de Janeiro

JVJV

JVJV

Joint VentureFocus: Espirito Santo

JVJV

Joint VentureFocus: Niteroi, RJ

Part: 30%Focus: Argentina

Part: approx. 14,5%Focus: São Paulo, Rio de Janeiro, Bahia, Minas Geraisand Rio Grande do Norte

Page 10: Goldfarb Increase in Stake Presentation

Closing Remarks

Diversification

Expertise and capacity to invest in different:– Geographic regions– Markets – Income segments

Flexibility Flexibility to capture a large range of investment opportunities and market trends

Management expertiseManagement with strong real estate expertise, financial background and return oriented culture to implement PDG Realty´s business strategy

Additional capital gain potential

Capital gain potential from portfolio investments since PDG will help its invested companies to grow and access equity capital

Count on the best management teams in

the industry

Ability to “hire” the best management in the industry and leverage on their specific and local knowledge

The right platform to accomplish a sustainable long term growth

Unique business model in the Brazilian real estate market 10