presentation - second debentures issue

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PDG Realty announces issuance of Convertible Debentures

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Page 1: Presentation - Second Debentures Issue

PDG Realty announces issuance of

Convertible Debentures

Page 2: Presentation - Second Debentures Issue

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Agenda

Rationale

Deal structure

Page 3: Presentation - Second Debentures Issue

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Rationale

Reinforce our solid cash position;

Enable additional funding in an expressive amount and in attractive rates and conditions;

PDG Realty now has a strong and comfortable cash position to pursue selected investment

opportunities in portfolio companies and co developments;

Funding from BNDESPAR, a wholly owned subsidiary of the Brazilian Development Bank - BNDES,

the largest development agency in Latin America.

Page 4: Presentation - Second Debentures Issue

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Convertible Debentures - Deal Structure

Terms and conditions (subject to approval in Shareholders Meeting):

• Debentures in an amount up to R$276,000,000.00 (two hundred and seventy-six million

Brazilian real);

• The debentures will be convertible into shares issued by the Company by dividing the

nominal unit value per debenture by the price of R$17.00;

• PDG Realty may redeem the debentures in advance by paying a 10% premium over the

amount due;

• The debentures will mature in 42 months as of their issue date;

• Remuneration will be equivalent to the variation in the CDI (interbank overnight deposit)

rate plus 2.00% per annum, with payments made semiannually;

Page 5: Presentation - Second Debentures Issue

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Convertible Debentures - Deal Structure

• After two years after the issue date of the Debentures, the Company will have the right to

request the conversion of up to 50% of the Debentures in circulation if the average price per

share of the Company’s common stock in the previous 60 trading sessions is equal to or

greater than 140% of the Conversion Price;

• The debentures will be secured by a pledge constituted on 100% of the common stock

issued by CHL Desenvolvimento Imobiliário S.A. and by a general privilege on the Company’s

assets;

• Shareholders may exercise their pro-rata preemptive rights in the Debentures

Subscription.

Page 6: Presentation - Second Debentures Issue

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Convertible Debentures - Subscription Commitment

BNDESPAR will commit to subscribing to a number of debentures equivalent to

R$155,000,000.00, and to do so, FIP PDG will give up R$100.000.000,00 in subscription rights

it owns;

FIP PDG I will commit to subscribing to a number of debentures equivalent to

R$21,620,000.00, and will use its best efforts to subscribe to debentures equivalent to up to

R$121,000,000.00

As already mentioned, the Debentures Issue is still subject to approval by a meeting of the

Company’s shareholders, which will be duly and opportunely called.

Page 7: Presentation - Second Debentures Issue

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Contacts:

For any additional information, please contact :

• Michel Wurman - CFO and Investor Relations Officer

• João Mallet, CFA - Investor Relations Manager

• Gustavo Janer – Financial and Investor Relations Analyst

• IR Team: [email protected]

• Phone: + 5521 3504-3800

• www.pdgrealty.com.br