NOTICE TO SHAREHOLDERS

We hereby inform the Shareholders of PDG Realty S.A. Empreendimentos e Participações ("PDG") and AGRE Empreendimentos Imobiliários S.A. ("AGRE") that the Extraordinary General Meeting held by PDG on this date approved unanimously the merger of shares issued by AGRE into PDG, pursuant to the Merger Agreement entered into by the Management of both Companies on May 3^rd, 2010 ("Merger of Shares").
 
As a result of the approval of the Merger of Shares of AGRE into PDG, the Companies hereby inform the following:
 
Share Exchange Ratio
 
1. Each AGRE shareholder shall receive 0.495 common share issued by PDG for each owned common share issued by AGRE, with the same rights entitled to the current shares. The new shares issued by PDG shall be credited to the former AGRE shareholders on June 17^th, 2010.
 
Trading
 
2. AGRE shares shall be traded in the market up to June 11^st, 2010. Until this date, AGRE shareholders may, at their sole discretion, adjust their stakes, by means of purchase and sale, through private transactions or brokerage companies authorized to operate at BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros ("BM&FBOVESPA"), in order to, after the exchange of shares issued by AGRE for shares issued by PDG, become holders of whole numbers of PDG shares.
 
3. After said date, AGRE shares shall be replaced with the new PDG shares.
 
Fractional Shares
 
4. Any PDG common fractional shares resulting from the substitution of AGRE shares held by each shareholder of AGRE will be rounded downwards to the closest whole number, and the difference will be paid in cash by PDG to the shareholders. The amount corresponding to the difference will be credited no longer than 10 business days as of the date proceeds from the sale, at BM&FBOVESPA, of these fractional shares are received. This sale shall take place in up to 10 business days from the date that trading of AGRE shares is discontinued in the market, as indicated in item 1 above.
 
5. For the shareholders that have not provided a checking account or whose registry is outdated, the amount corresponding to the sale shall remain available at the depositary institution - Itaú CTVM S/A.