diário oficial valor econômico · 2010-10-21 · reference form - pdg realty s.a. empreendimentos...

BZDB01 88044462.3 03-set-10 20:27

Public Corporation with Authorized Capital CNPJ/MF nº 02.950.811/0001-89

Praia de Botafogo, n° 501, 2° andar, parte CEP 22250-040, Torre Pão de Açúcar. Rio de Janeiro – RJ

Company’s Identification PDG Realty S.A. Empreendimentos e Participações, enrolled in the Federal Taxpayers Registry under the No 02.950.811/0001-89 and with its articles of incorporation filed in the Commercial Registry of the States of São Paulo and Rio de Janeiro

Headquarters Praia de Botafogo, 501, block 1, room 201, part, Pão de Açúcar Tower, Centro Empresarial Mourisco, at the Capital of the State of Rio de Janeiro.

Investor Relations Office

Located in our office in the City of Rio de Janeiro, at Praia de Botafogo, 501, Torre Pão de Açúcar, conjunto 203. Mr. Michel Wurman is responsible for this office and may be contacted through the phone number (+55 21) 3504-3802, fax (+55 21) 3504-3849 and e-mail [email protected].

Company’s Independent Auditors Terco Grant Thornton Auditores Independentes S.S.

Shareholders Services Our shareholders services is performed by our agent Itaú Corretora de Valores Mobiliários S.A., located at Avenida Engenheiro Armando de Arruda Pereira, 707, 7th floor, orange side, in the city of São Paulo, in the State of São Paulo, telephone (+55 11) 5029 7780 and fax (+55 21) 3274 3543.

Newspapers in which the Company discloses information

Diário Oficial of the Company’s headquarters and Valor Econômico newspaper.

Site www.pdgrealty.com.br. The information contained in the website is not part of this Form, neither is incorporated to it.

Reference Form’s last Update August 17, 2010.

Reference Form - PDG Realty S.A. Empreendimentos e Participações

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CONSIDERATIONS ABOUT THIS FORM

This form is based on the Securities Commission (“CVM”) Rule No. 480 dated as of December 7, 2009 (“ICVM480”).

The date of the last update of this Form does not necessarily mean that this document had all its information updated at

this date, but that some or all of the information contained in it was updated, pursuant to article 24 paragraphs 1, 2 e 3

of ICVM480.

This Form cannot be characterized as a securities public offer document, nor does it constitute an offer of sale or a

request for offer of purchase of securities sales in Brazil or any other jurisdiction.

1. IDENTIFICATION OF THE INDIVIDUALS RESPONSIBLE FOR THE FORM’S CONTENT

1.1. Statement of the CEO and the Investor Relations Officer

José Antonio T. Grabowsky (CEO of the Company) and Michel Wurman (Financing Vice-President and Investor Relations Officer) declare that: (i) they reviewed this Form; (ii) all information contained here meets the requirements contained in the ICVM480, in special articles 14 to 19; and (iii) the information contained here is true, accurate and complete description of the economic-financial situation of the Company and of the risks inherent to its activities and its issued securities.


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2. AUDITORS

2.1. Independent Auditors

Fiscal Year ended 12.31.2009 Fiscal Year ended 12.31.2008 Fiscal Year ended 12.31.2007

Terco Grant Thornton Auditores Independentes S.S.

Corporate name

Terco Grant Thornton Auditores Independentes S.S.

Ernst & Young Auditores Independentes S.S.

Name, CPF and contact information (telephone and e-mail) of person in charge

Name: Eduardo José Ramon Leverone CPF: 833.302.597-87

Tel.:(+55 21) 2222-3100 E-mail:

[email protected]

Name: Eduardo José Ramon Leverone CPF: 833.302.597-87

Tel.:(+55 21) 2222-3100 E-mail:

[email protected]

Name: Mauro Moreira CPF: 510.931.467-53

Tel.: (+55 21) 2109-1400 E-mail:

[email protected]

Service contracting date 02.13.2008 02.13.2008 04.20.2007

Description of contracted services

Individual and consolidated ITR revision Individual and consolidated ITR revision - Annual audit of individual and

consolidated balance sheet

Individual and consolidated ITR revision - Annual audit of individual and

consolidated balance sheet

Auditors substitution

Not applicable Not applicable Not applicable

Reason for substitution

Not applicable Not applicable In order to uniformize the audit for all companies of the group in a single

auditor, once Terco Grand Thorthon was already the auditor of the controlled

Goldfarb.

Eventual arguments submitted by the auditor against the Company’s reason for its substitution, according to CVM´s specific regulations in this subject

Not applicable Not applicable Not applicable

2.2. Inform the total amount of remuneration of the independent auditors in the last fiscal year, specifying the

fees relative to audit services and those relative to any other provided services

In the last fiscal year ended December 31, 2009, the independent auditors received fees that amounted to a total of R$1,196,950.80, referring to the services of Audit of the Controller and Consolidated Financial Statements.

2.3. Other relevant information.

There is no other relevant information in respect to item “2”.


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3. SELECTED FINANCIAL INFORMATION

3.1. The information presented by the table below is based on the Company’s financial statements or, when it is

obligated to disclose consolidated financial statements, based on the consolidated financial statements of the

Company.

Period Quarter ended

30.06.2010 Fiscal Year ended



12.31.2007

Equity (in R$ thousand) 5,613,164 2,940,820 1,476,437 1,349,666

Total Assets (in R$ thousand) 12,633,587 6,102,517 3,246,747 2,563,046

Net Revenue (in R$ thousand) 1,897,944 1,983,819 1,231,159 552,018

Gross Income (in R$ thousand) 623,453 576,026 433,360 196,682

Net Income (in R$ thousand) 335,354 338,132 182,463 71,157

Amount of shares, ex-treasury 551,238,775 389,877,818 292,006,296 (1) 291,465,070 (1)

Equity value per share (in Reais) 10.1828 7.5429 5.0562 4.6306

Net Income per share (in Reais) 0.6084 0.8673 0.6249 0.2441

Other selected information Not applicable Not applicable Not applicable Not applicable (1) Adjusted by the splitting.

3.2. Non accounting measures, conciliation between the disclosed values and the amounts of the audited

financial statements and explanation about the reason why the Company understands that such measures are

more appropriated for the correct understanding of its financial situation and the result of its operations.

EBITDA

Our EBITDA consists of the income before income tax and social contribution, added to the net financial revenues/expenses, depreciation e amortization. The EBITDA is not considered a measure in accordance with the Brazilian GAAP, nor does it represent the cash flow for the presented periods. It should not be considered as an alternative to net income as an indicator of our operational performance or as an alternative for cash flow as an indicator of liquidity. The EBITDA does not have a standard definition and our definition of EBITDA cannot be compared to the ones used by other companies.

Quarter ended June 30,

Year ended December 31,

R$ Thousands 2010 2009 2009 2008 2007

Income before income tax and social 419,119 63,429 371,327 245,061 122,786 (-/+) Financial Revenues / Expenses (35,831) 290 (52,841) (12,532) 36,202 (+) Depreciation and amortization 31,153 911 4,983 28,198 16,573 EBITDA 414,441 64,630 323,469 260,727 175,561 EBITDA Margin 21.84% 20.70% 16.31% 21.20% 31.80%

ADJUSTED EBITDA

Our Adjusted EBITDA is calculated based on the definition issued by CVM Rule 01/2007, consisting of the sum of income before interest, income tax, depreciation and amortization, added to the following adjustments: non-operational results, interest of non-controlling shareholders and compensation expenses based on stock options. Our Adjusted EBITDA is not considered as a measure of financial performance in accordance with the Brazilian GAAP, nor should it be considered individually or as an alternative to net income, as a measurement of operational performance, or as an alternative to the operating cash flows, or as a liquidity measurement. Other companies may calculate the Adjusted EBITDA based on a different method from the one adopted by us. Considering that the financial results, financial charges on the costs of properties sold, income tax and social contribution, depreciation and amortization expenses, interest of non-controlling shareholders and adjustments to compensation expense based on stock options, the Adjusted EBITDA is an indicator of our general economic performance, which is not affected by variations in interest rates, changes in the tax burden of income tax and social contribution or levels of depreciation and amortization. However Adjusted EBITDA has limitations that avoid its use as a profitability


5 BZDB01 88044462.3 03-set-10 20:27

indicator, since adjusted EBITDA does not consider certain costs connected to our business, which could adversely affect our profits, such as our financial results, taxes, depreciation and amortization, capital expenses and other related charges.


Year ended December 31,

R$ Thousands 2010 2009 2009 2008 2007

Income before income tax and social contribution 419,119 63,429 371,327 245,061 122,786 (-/+) Financial Revenues / Expenses (35,831) 290 (52,841) (12,532) 36,202 (+) Interest allocated to cost of properties sold 110,838 19,057 113,982 18,867 -

(+) Depreciation and Amortization 31,153 911 4,938 28,198 16,573 (+) Stock option plan 21,106 2,969 11,577 11,468 - Adjusted EBITDA 546,385 86,656 448,983 291,062 175,561 Adjusted EBITDA margin (1) 28.79% 27.75% 22,63% 23.60% 31.80%

(1) Adjusted EBITDA divided by the net operating revenue.

ADJUSTED NET INCOME

Our Adjusted Net Income consists of the net income added to expenses with amortization and expenses relating to our public offerings of shares. The Adjusted Net Income is not a measure in accordance with the Brazilian GAAP, nor does it represent the cash flow for the presented periods. It should not be considered as an alternative to the net income as an indicator of our operational performance or as an alternative for cash flow as an indicator of liquidity. The Adjusted Net Income does not have a standard definition and our definition of Adjusted Net Income cannot be compared to the ones used by other companies.


Fiscal Year ended December 31,

R$ Thousands 2010 2009 2009 2008 2007

Net Income 125.587 50.796 338.132 182.463 71.157

(+) Expenses with amortization 1.399 911 4.938 28.198 15.442

(+) Expenses with Raisings - - - - 39.027

Adjusted net result 126.986 51.707 343.070 210.661 125.626

Adjusted net margin (1) 20,71% 16,56% 17,29% 17, 10% 22,80%

(1) Adjusted Net Income divided by the net operating revenue.

3.3. Subsequent event to the last year and financial statements that changes them substantially

Issuance of Promissory Note

In July 12, 2010, the Company, according to CVM Rule No. 358 of January 3, 2002, as may be amended from time to time, filed a Request for Promissory Notes of the 1st Issuance of the Company, according to CVM Rule No. 476 of January 16, 2009, before CETIP S.A. - Balcão Organizado de Ativos e Derivativos. The issuance will be composed of up to 10 (ten) promissory notes, with a face value of R$30.000, in a single series, totaling the amount of up to R$300.000, with maturity of 150 (a hundred and fifty) days counted from the issuance date, with payment of principal and interest in the maturity date of the promissory notes, as approved by the Board of Directors in June 29, 2010.

Issuance of Debentures

In August 10, 2010, the Board of Directors approved the 4th issuance of debentures, non-convertible into shares, unsecured, according to CVM Rule No. 476, of January 16, 2009, as may be amended (“CVM Rule 476”). The


6 BZDB01 88044462.3 03-set-10 20:27

Company issued 280 (two hundred and eighty) debentures, non-convertible into shares, with face value, ate the issuance date, of R$1,000 each, totaling an issuance of R$280,000, with maturity in August 10, 2016.

As from the issuance date, the debentures will receive a consideration corresponding to the accrued variation of the average daily rates of DI (interbank deposits) in a day, over extra-group, plus surcharge of 2.40% per year, based on 252 (two hundred fifty two) business days, calculated and published daily by CETIP, in an exponential and cumulative basis, pro rata temporis per business day, upon the face value of debentures non amortized, as from the issuance date or the date of payment of the last consideration. The payment of interests shall be made quarterly as from November 10, 2010 and the principal shall be amortized into 16 (sixteen) quarterly installments, equal and consecutive, as from November 10, 2012.

CRI Issuance

In July 26, 2010, the Board of Directors of the Company approved the Second Series of the Second Issuance of Certificates of Real Estate Receivables (CRIs) based on real estate credits resulting from the trade of residential and commercial units, with the following characteristics:

Issuance Date Maturity Date Series Issuance Quantity Face Value Total Issuance Value

08/05/2010 08/07/2013 2nd 2nd 89 1,000 89,000

The CRIs will receive interest equal to: (i) the monetary restatement of the Reference Rate, whose maturity will be every fifth day of each month, and (ii) interest of 9.4% (nine point four per cent) per year, capitalized daily on a exponential and pro-rata cumulative basis, based on a year with 360 days. The value of principal and interests shall be amortized twice a year as from February 9, 2011 until the CRIs’ maturity date, in August 7, 2013.

The primary distribution of the CRIs Will be public, in over-the-counter market, with intermediation of entity from the securities distribution system, through the CETIP 21, managed by the CETIP S.A. - Balcão Organizado de Ativos e Derivativos (“CETIP”), with other securities under custody of CETIP. The Lead Manager will perform the placement of CRI among the interested qualified investors, at its sole discretion, subject to CVM No. 476, of January 16, 2009. The CRIs shall not be written by more than 20 (twenty) investors, as provided in CVM Rule No. 476. As a public offer with restricted efforts of distribution, the Issuance will not be filed in the CVM, in accordance with CVM Rule No. 476.

3.4. Description of the income distribution policy of the results of the last 3 fiscal years

Period Fiscal Year ended 12.31.2009

Fiscal Year ended 12.31.2008


Rules on retention of profits

The retention of income was considered by the AGM of the Company, which decided to retain 75% of adjusted net income of that year, as recommended by administration.



Arrangements for distribution of dividends

According to the bylaws of the Company, 25% of adjusted net income for the year were distributed as dividends.

According to the bylaws of the Company were allotted 25% of adjusted net income for the year as dividends.

According to the bylaws of the Company were allotted 25% of adjusted net income for the year as dividends.

Frequency of distributions Dividends are distributed according to a resolution of the Company's AGM, usually held in April each year.

Dividends are distributed according to a resolution of the Company's AGM, usually held in April each year.

Dividends are distributed according to a resolution of the Company's AGM, usually held in April each year.

Restrictions on distributions of dividends

Debentures of the 1st and 3rd issuance predict restriction issued by the Company to pay dividends in excess of the minimum of 25% until they are paid.

Debentures of the 1st and 3rd predict restriction issued by the Company to pay dividends in excess of the minimum of 25% until they are paid.

Debentures of the 1st and 3rd predict restriction issued by the Company to pay dividends in excess of the minimum of 25% until they are paid off.


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3.5. Summary of the dividends distribution and retained profits

Period

Six-month period ended

6.30.2010

Fiscal Year ended

12.31.2009

Fiscal Year ended

12.31.2008

Fiscal Year ended

12.31.2007

Adjusted net income regarding dividends (R$ Thousand)

Not applicable 338,132 182,463 71,157

Distributed dividends Not applicable 80,306 29,527 16,900 Ratio Dividend / Adjusted Net Income Not applicable 23.7% 16.2% 23.7% Distributed dividend per share class and specie Not applicable 0,21 / Share ON 0,20 / Share ON 0,11 / Share ON Dividend payment date Not applicable 30/6/2010 29/6/2009 7/5/2008 Return on Equity Not applicable 11.5% 12.4% 5.3% Retained net income (R$ Thousand) Not applicable 240,919 130,005 50,699 Date of retention approval Not applicable 4/29/2010 4/302009 4/29/2008

3.6. Declared dividends on account of retained incomes or reserves over the last three fiscal years

Period

Quarter ended 06.30.2010




Retained Income (R$ thousand) Not applicable Not applicable Not applicable Not applicable Reserves – Legal Reserve Not applicable Not applicable Not applicable Not applicable

3.7. Company’s Indebtness

Period

Six-month period ended

06.30.2010

Fiscal Year ended

12.31.2009

Fiscal Year ended

12.31.2008

Fiscal Year ended

12.31.2007

Amount of debt of any nature (R$ Thousand) 6,928,241 3,141,519 1,601,680 1,158,718 Indebtness (current liabilities plus the non current liabilities, divided by the net equity) 123.4% 106.8% 108.5% 85.9% Other Indebtness index Not applicable Not applicable Not applicable Not applicable

3.8. Collateralized debt, debt with floating and unsecured debt, indicate the amount of

the Company's obligations according to the maturity

Consolidated (R$ thousand) 6/30/2010 12/31/2009 12/31/2008 12/31/2007 Maturity Creditor

PDG Realty S.A. Empreendimentos Participações Dinamarca Empreendimentos Imobiliários SPE Ltda.

769 768 776

- jan/11 Votorantim

Gold Amapá Empreendimentos Imobiliários SPE ltda

6,547 3,441

-

- apr/14 Bradesco

Gold Aruba Empreendimentos Imobiliários SPE Ltda.

- 768 776

- jan/11 Votorantim

Gold Beige Empreendimentos Imobiliários SPE Ltda.

5,452

-

-

- jun/12 Itaú

Gold Cuiabá Empreendimentos Imobiliários SPE Ltda.

2,272

-

-

- oct/11 Santander

Gold Groelândia Empreendimentos Imob. SPE Ltda.

- 1,024

-

- jan/11 Votorantim


8 BZDB01 88044462.3 03-set-10 20:27


Gold Ilhéus Empreendimentos Imobiliários SPE Ltda.

- 255 259

- jan/11 Votorantim

Gold Orange Empreendimentos Imobiliários SPE Ltda.

- 768 776

- jan/11 Votorantim

Gold Polônia Empreendimentos Imobiliários SPE Ltda.

513,00 512 518

- jan/11 Votorantim

Gold Porto Velho Empreendimentos Imob. SPE Ltda.

1,025,00 1,024 1,035

- jan/11 Votorantim

Gold Portugal Empreendimentos Imobiliários SPE Ltda.

513,00 2,257 518

- jan/11 Votorantim

Gold Portugal Empreendimentos Imobiliários SPE Ltda.

2,797,00

-

-

- aug/12

Banco do Brasil

Gold Red Empreendimentos Imobiliários SPE Ltda.

-

-

-

- jan/11 Votorantim

Gold Sudão Empreendimentos Imobiliários SPE Ltda.

769,00 775 776

- jan/11 Votorantim

Gold Tunísia Empreendimentos Imobiliários SPE Ltda.

- 614

-

- jan/11 Votorantim

Gold Turquia Empreendimentos Imobiliários SPE Ltda. 1,538 1,535 1,553

- jan/11 Votorantim

Gold Turquia Empreendimentos Imobiliários SPE Ltda. 318

-

-

- oct/12 Caixa

Gold Withe Empreendimentos Imobiliários SPE Ltda. 769 767 776

- jan/11 Votorantim

Goldfarb PDG 2 Incorporações Ltda. 4,234

-

-

- aug/12 Banco do

Brasil PDG Realty S.A. Empreendimentos e Participações 23,203

-

-

- feb/18 FINEP

PDG Realty S.A. Empreendimentos e Participações 23,067

-

-

- feb/18 FINEP

PDG Realty S.A. Empreendimentos e Participações 4,127 7,201 500

- feb/11 IBM

Total PDG Realty 77,913 21,709 8,263

-

Goldfarb e PDG Co Alencar Araripe Empreendimentos Imobiliários Ltda.

-

- 5,068 - oct/11

Rio Bravo / GMAC

Alencar Araripe Empreendimentos Imobiliários Ltda.

-

- 5,981 - aug/09 ABN Amro

Alves Pedroso Empreendimento Imobiliário Ltda. 584 834 500 - sep/10 Caixa Amsterdam Empreendimentos Imobiliários SPE Ltda. 35,294 27,906 6,800 - feb/11 ABN Amro Áustria Empreendimentos Imobiliários SPE Ltda. 13,504 18,796 11,043 - jun/11 ABN Amro

Big Field S.A Incorporações 18,969 11,827

- - nov/11 Itaú Dinamarca Empreendimentos Imobiliários SPE Ltda. 769 768 776 - jan/11 Votorantim Estela Borges Empreendimentos Imobiliários Ltda. 14,061 7,119 667 - mar/12 Itaú Estela Borges Empreendimentos Imobiliários Ltda.

-

- 1,134 - sep/11 Cyrela

Finlândia Empreendimentos Imobiliários SPE Ltda.

-

- 6,614 - nov/09 Unibanco

Gold Acapulco Empreendimentos Imobiliários SPE Ltda.

- 4,316

- - mar/12 Caixa

Gold Acre Empreendimentos Imobiliários SPE Ltda.

-

- 16,447 - jul/11 Itaú


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Gold Alaska Empreendimentos Imobiliários SPE Ltda. 1,006 1,024 1,035 - jan/11 Votorantim Gold Amapá Empreendimentos Imobiliários SPE Ltda. 6,547 3,441

- - apr/14 Bradesco

Gold Argentina Empreendimentos Imob. SPE Ltda. 1,538 1,536 1,553 - jan/11 Votorantim Gold Aruba Empreendimentos Imobiliários SPE Ltda. 1,538 768 776 - jan/11 Votorantim Gold Beige Empreendimentos Imobiliários SPE Ltda. 5,452 - - - jun/12 Itaú Gold Black Empreendimentos Imobiliários SPE Ltda. 3,589 - - - oct/11 Caixa Gold Canadá Empreendimentos Imobiliários SPE Ltda. 1,025 1,024 1,035 - jan/11 Votorantim Gold Canadá Empreendimentos Imobiliários SPE Ltda. 3,639 - - - aug/11 Santander Gold Cancun Empreendimentos Imobiliários SPE Ltda. 4,614 4,606 4,658 - jan/11 Votorantim Gold Celestino Bourroul Empreend. Imob. SPE Ltda. 4,785 11,078 2,703 - apr/10 Itaú Gold Cuiabá Empreendimentos Imobiliários SPE Ltda. 2,272

-

- - oct/11 Santander

Gold Escócia Empreendimentos Imobiliários SPE Ltda. 4,101 6,259 4,140 - jan/11 Votorantim Gold Escócia Empreendimentos Imobiliários SPE Ltda. 8,372 2,165

- - jul/09 Santander

Gold França Empreendimentos Imobiliários SPE Ltda. 22,541 17,538

- - sep/11 Itaú

Gold Groelândia Empreendimentos Imob. SPE Ltda. 1,781 1,024 2,070 - jan/11 Votorantim Gold Haiti Empreendimentos Imobiliários SPE Ltda.

- 113 5,234 - feb/10 ABN Amro

Gold Ilhéus Empreendimentos Imobiliários SPE Ltda. 513 256 259 - jan/11 Votorantim Gold Índia Empreendimentos Imobiliários SPE Ltda. 2,563 2,559 2,588 - jan/11 Votorantim Gold Irlanda Empreendimentos Imobiliários SPE Ltda. 1,845 1,842 1,863 - jan/11 Votorantim Gold Irlanda Empreendimentos Imobiliários SPE Ltda. 2,871

-

-

- feb/13 Caixa

Gold Jamaica Empreendimentos Imobiliários SPE Ltda.

-

-

6,130 - jul/09 Safra

Gold Lisboa Empreendimentos Imobiliários SPE Ltda. 11,415 12,998

- - jul/11 HSBC

Gold Madri Empreendimentos Imobiliários SPE Ltda.

-

- 3,051 - jan/10 ABN Amro

Gold Mali Empreendimentos Imobiliários SPE Ltda.

- - - - sep/13 Caixa

Gold Marília Empreendimentos Imobiliários SPE Ltda. 43,833 39,848 25,055 - oct/10 Votorantim Gold Marrocos Empreendimentos Imobiliários SPE ltda 7,639 4,544

- - oct/11 ABN Amro

Gold Milano Empreendimentos Imobiliários SPE Ltda. 3,331

-

- - jun/12 Itaú

Gold Minas Gerais Empreendimentos Imob. SPE Ltda. 16,904 19,901 1,812 - jun/11 HSBC Gold Minas Gerais Empreendimentos Imob. SPE Ltda. 3,751 1,791 1,811 - jan/11 Votorantim Gold Mônaco Empreendimentos Imobiliários SPE Ltda. 7,196 3,772 - - sep/11 Santander


10 BZDB01 88044462.3 03-set-10 20:27


Gold New York Empreendimentos Imobiliários Ltda. 570 277

- - feb/13 Caixa

Gold Noruega Empreendimentos Imobiliários SPE Ltda. 68,359 32,110 21,808 - mar/11 Votorantim Gold Oceania Empreendimentos Imobiliários SPE Ltda. 1,025 1,024 1,035 - jan/11 Votorantim Gold Orange Empreendimentos Imobiliários SPE Ltda. 1,538 768 776 - jan/11 Votorantim Gold Panamá Empreendimentos Imobiliários SPE Ltda. 21,343 14,632 3,370 - nov/10 Bradesco Gold Paraíba Empreendimentos Imobiliários SPE ltda 3,056 1,836

- - dec/17 Caixa

Gold Polônia Empreendimentos Imobiliários SPE Ltda. 513 512 518 - jan/11 Votorantim Gold Porto Velho Empreendimentos Imobiliários SPE Ltda. 1,025 1,024 1,035 - jan/11 Votorantim Gold Portugal Empreendimentos Imobiliários SPE Ltda. 513 512 518 - jan/11 Votorantim Gold Portugal Empreendimentos Imobiliários SPE Ltda. 2,797 1,745 - - aug/12

Banco do Brasil

Gold Properties Vila Guilherme S.A.

-

- 9,202 - jul/09 Itaú Gold Purple Empreendimentos Imobiliários SPE Ltda. 1,336 1,541 1,553 - jan/11 Votorantim Gold Purple Empreendimentos Imobiliários SPE Ltda.

-

- - - may/12 Bradesco

Gold Recife Empreendimentos Imobiliários SPE ltda 9,970 9,330 - - aug/10 Bradesco Gold Red Empreendimentos Imobiliários SPE Ltda. 3,588 1,791 1,811 - jan/11 Votorantim Gold Roraima Empreendimentos Imobiliários SPE Ltda. 1,538 1,535 1,553 - jan/11 Votorantim Gold Roraima Empreendimentos Imobiliários SPE Ltda. 11,870

- - - jan/12 Itaú

Gold Santiago Empreendimentos Imobiliários SPE ltda 2,664 3,642 - - jul/12 Caixa Gold Santiago Empreendimentos Imobiliários SPE ltda 720 429

- - apr/12 Caixa

Gold São Paulo Empreendimentos Imobiliários SPE Ltda.

- 7,824 9,473 - jun/10 ABN Amro

Gold Sidney Empreendimentos Imobiliários SPE Ltda.

-

- 8,202 - feb/10 Matone


- 3,220 - - aug/12 Caixa

Gold Singapura Empreendimentos Imobiliários SPE Ltda. 468 688 - - nov/12 Caixa Gold Sudão Empreendimentos Imobiliários SPE Ltda. 769 775 776 - jan/11 Votorantim Gold Sudão Empreendimentos Imobiliários SPE Ltda.

- 61 - - sep/12 Caixa

Gold Suíça Empreendimentos Imobiliários SPE ltda 10,687 7,694

- - aug/10 Bradesco

Gold Texas Empreendimentos Imobiliários SPE ltda 14,424 6,882 - - jul/11 Santander Gold Tunísia Empreendimentos Imobiliários SPE Ltda. 1,230 614 1,242 - jan/11 Votorantim Gold Turquia Empreendimentos Imobiliários SPE Ltda. 1,538 1,535 1,553 - jan/11 Votorantim Gold Turquia Empreendimentos Imobiliários SPE Ltda. 318

-

- - jun/12

BTG Pactual


11 BZDB01 88044462.3 03-set-10 20:27


Gold Uberaba Empreendimentos Imobiliários SPE Ltda. 22,421 20,379

- - may/11 ABN Amro

Gold Uberaba Empreendimentos Imobiliários SPE Ltda. 4,614 2,303 4,658 - jan/11 Votorantim Gold Venice Empreendimentos Imobiliários SPE Ltda. 12,036

-

- - sep/11 Itaú

Gold Viena Empreendimentos Imobiliários SPE ltda 1,870 1,870 - - may/12 Caixa Gold Viena Empreendimentos Imobiliários SPE ltda

- 2,357 - - feb/12 Caixa

Gold Withe Empreendimentos Imobiliários SPE Ltda. 769 768 776 - jan/11 Votorantim Goldfarb Incorporações e Construções S.A.

- 814 12,483 20,441 jan/10 ABC Brasil

Goldfarb Incorporações e Construções S.A.

-

- 13,361 7,104 aug/09

Banco do Brasil


- 4,562 5,345 - apr/12 Bradesco

Goldfarb Incorporações e Construções S.A. 12,201 12,566 12,823 - jan/14 Brascan Goldfarb Incorporações e Construções S.A. 1,386 1,924 5,289 - feb/11 Caixa Goldfarb Incorporações e Construções S.A.

-

- 30,789 1,985 aug/10 Caixa

Goldfarb Incorporações e Construções S.A. 1,205 1,424 1,872 - jan/12 CIT Brasil Goldfarb Incorporações e Construções S.A. 25,936 28,392 30,368 - may/11 Safra Goldfarb Incorporações e Construções S.A.

- 17,568 - - jun/10

BTG Pactual

Goldfarb Incorporações e Construções S.A. 1,445 - - - mar/12 Caixa Goldfarb Incorporações e Construções S.A.

- - - - jan/14 Safra


-

-

- 5,673 oct/11 Cyrela


-

-

- 3,942 nov/09 ABN Amro


-

-

- 1,676 sep/10 Santander


-

-

- 5,077 apr/10 Itaú


-

-

- 16,539 oct/09 Bradesco


-

-

- 1,916 jul/08 BIC


-

-

- 8,911 nov/08

Rio Bravo / GMAC

Holanda Empreendimentos Imobiliários SPE Ltda. 1,715 5,044 7,551 - mar/10 Matone Kirmayr Negócios Imobiliários SPE Ltda. 9,986 7,922 1,710 - nov/10 Bradesco Luxemburgo Empreendimentos Imobiliários SPE Ltda. 16,083 18,156 8,708 - aug/10 ABN Amro Nova Água Rasa Empreendimentos Imob. SPE S.A. 4,396 8,510 11,196 - feb/11 HSBC Nova Tatuapé Negócios Imobiliários SPE Ltda.

-

- 10,817 1,316 dec/10 HSBC

Oswaldo Lussac Empreendimentos Imobiliários S.A.

- 5,307

- - feb/10 Bradesco


12 BZDB01 88044462.3 03-set-10 20:27


Padre Adelino Empreendimentos Imobiliários S.A.

- 9,520 5,894 - jul/10 ABN Amro

Petrônio Portela Empreendimentos Imobiliários Ltda. 530 1,001 2,414 - dec/12 ABN Amro Santa Genebra Empreendimentos Imobiliários Ltda.

-

- 1,877 - oct/11 Cyrela

São João Clímaco Empreendimentos Imobiliários Ltda.

- 698

- - jun/11 Caixa


-

- 3,658 - dec/10 Caixa

Serra Bella Empreendimento Imobiliário S.A. 6,875 11,885 4,852 - jun/12 Caixa SPE Gama Desenvolvimento Imobiliário Ltda. 1,158 11,131 10,306 - jul/09 Bradesco

SPE Jaguaré Construções Ltda. 18,101 19,860 11,537 - feb/10 Santander SPE Reserva do Alto Aricanduva Construções Ltda.

- 107 15,131 - jul/09 Bradesco

Vassoural Empreendimentos Imobiliários ltda 20,032 13,816

- - oct/10 Bradesco

Vila Maria Empreendimentos Imobiliários S.A. 10,222 3,316

- - mar/12 ABN Amro

Vila Maria Empreendimentos Imobiliários S.A.

-

- 1,145 - nov/09 Cyrela

Outros

- 277 12 1

Total Goldfarb e PDG Co 592,682 523,131 399,800 74,581

CHL Desenvolvimento Imobiliário S.A. Araxá Participações e Empreendimentos Imobiliários S.A 13,952 34,669 - - feb/11 Bradesco

Assis Bueno 30 Incorporações Ltda. 2,127 2,100 2,146 - jul/10 Unibanco

Assis Bueno 30 Incorporações Ltda. 5,842 6,311

- - apr/10 Bradesco Bento Lisboa 106-A Empreendimento Imobiliário S.A.

-

- 17,534 - jul/09 Unibanco

Bento Lisboa 106-B Empreendimento Imobiliário S.A.

-

- 7,400 - oct/10 Bradesco

CHL Desenvolvimento Imobiliário S.A. 10,065 10,947 10,764 - jun/10 Bradesco

CHL Desenvolvimento Imobiliário S.A. 10,471 3,807 11,307 - jun/10 Safra

CHL Desenvolvimento Imobiliário S.A.

-

- 2,778 - jun/09 Unibanco

CHL Desenvolvimento Imobiliário S.A. 27,361 21,327 21,655 21,195 aug/10 Unibanco

Jaime Poggi Incorporações Ltda. 82,269 58,042

- - feb/12 Itaú Savelli Empreendimentos e Participações Ltda. 4,550 3,907 1,175 - nov/13 HSBC SPE Aberlardo Bueno 3600 Incorporações Ltda. 14,128

-

-

- may/11 Santander

SPE Almirante Baltazar 131 Incorporações Ltda. 14,034 13,728 3,565 - oct/12 HSBC SPE Almirante Baltazar 131 Incorporações Ltda. 1,489 1,470 1,502 - jul/10 Unibanco SPE Baronesa de Poconé 222 Incorporações Ltda. 2,715 3,796 4,326 - sep/11 Bradesco

SPE BMI 600 Incorporações Ltda.

- 6,081 8,036 - dec/10 Unibanco

SPE BMI 600 Incorporações Ltda. 2,053 2,086 2,127 - aug/10 Unibanco


13 BZDB01 88044462.3 03-set-10 20:27


SPE CHL LVII Incorporações Ltda 1,974

-

- - nov/11 Bradesco SPE Dalcidio Jurandir 255 Incorporações Ltda.

- 13,236 12,681 - feb/10 Bradesco

SPE Dona Mariana 187 Incorporações Ltda.

6,226,00

-

- - sep/11 Itaú

SPE Estrada do Monteiro 323 Incorporações Ltda 58,190 49,183 7,330 - may/10 Unibanco SPE Estrada do Monteiro 323 Incorporações Ltda.

- 5,984 6,114 - jul/10 Unibanco

SPE General Mitre 137 Incorporações LTDA 12,337 7,631

- - apr/11 Unibanco

SPE MOL 38 Incorporações Ltda. 19,079 - - - may/11 Itaú Miguel de Frias 156 Empreendimentos Imobiliários S/A 4,550 19,249 3,735 - may/11 Itaú SPE Parque Anchieta Empreendimentos Imobiliários S.A 7,584 7,032 27 - dec/10 Unibanco

SPE VPA 144 Incorporações Ltda. 18,628 6,721 11,901 - apr/10 Bradesco

SPE VPA 144 Incorporações Ltda. 6,743 19,332 6,867 - jul/10 Unibanco SPE Voluntários da Pátria 244 Incorporações Ltda 5,131 - - - oct/10 Santander Oswaldo Lussac Empreendimentos Imobiliários S.A. 5,483 3,538

- - feb/10 Itaú

Total CHL 336,981 300,177 142,970 21,195

Agre Empreendimentos Imobiliários S.A.

Abyara Planejamento Imobiliário S.A. 6,048 - - - jun/12 BTG

Pactual

Abyara Planejamento Imobiliário S.A. 1,831 - - - sep/11 BTG

Pactual

Abyara Planejamento Imobiliário S.A. 76 - - - jul/10 BTG

Pactual

Abyara Planejamento Imobiliário S.A. 165 - - - mar/11 BTG

Pactual


Pactual


Pactual


Pactual


Pactual

Abyara Planejamento Imobiliário S.A. 9,901 - - - jul/13 Bradesco



Abyara Planejamento Imobiliário S.A. 21,514 - - - mar/15 ABC

Abyara Planejamento Imobiliário S.A. 25,979 - - - apr/17 Votorantim

Abyara Planejamento Imobiliário S.A. 6,332 - - - jan/13 Fibra

Abyara Planejamento Imobiliário S.A. 5,962 - - - jan/16 Fibra

Abyara Planejamento Imobiliário S.A. 76,710 - - - jul/17 HSBC

Abyara Planejamento Imobiliário S.A. 4,329 - - - dec/10 HSBC

Abyara Planejamento Imobiliário S/A 1,460 - - - aug/10 HSBC

Abyara Planejamento Imobiliário S/A 13,467 - - - sep/13 Bradesco


14 BZDB01 88044462.3 03-set-10 20:27


Agra Empreendimentos Imobliários S/A 30,031 - - - may/12 Banco do

Brasil

Agra Empreendimentos Imobliários S/A 101,821 - - - jul/12 Bradesco

Agra Empreendimentos Imobliários S/A 3,426 - - - mar/14 Safra

Agra Empreendimentos Imobliários S/A 71,109 - - - jul/12 Safra

Agra Empreendimentos Imobliários S/A 2,542 - - - jan/16 Safra

Agra Empreendimentos Imobliários S/A 22,066 - - - mar/11 Safra

Agra Empreendimentos Imobliários S/A 521 - - - jun/10 Daycoval

Agra Empreendimentos Imobliários S/A 33,987 - - - apr/15 Deutsche

Bank

Agra Empreendimentos Imobliários S/A 11,998 - - - aug/12 Fibra

Agra Empreendimentos Imobliários S/A 30,005 - - - mar/12 Fibra

Agra Loteadora S.A 6,600 - - - may/12 BIC

BANCO

Agra Moab Incorporadora Ltda. 6,125 - - - jul/10 ABC Brasil

Agre Empreendimentos Imobiliários S.A. 80,111 - - - jun/14 HSBC Alive Morumbi Empreendimento Imobiliário S/A 871 - - - jun/16 Safra API SPE 15 Planej.Desenv.Empreend. Imobiliario Ltda 14,066 - - - jun/11 Bradesco Arena Park Empreendimento Imobiliário SPE Ltda 39,391 - - - nov/10 Itaú ASACORP - Empreendimentos e Participações S.A. 1,532 - - - mar/12 Trycury ASACORP - Empreendimentos e Participações S.A. 1,994 - - - mar/11 Trycury ASACORP - Empreendimentos e Participações S.A. 2,000 - - - dec/10

BIC BANCO

Barra Ville Incorporadora Ltda. 1,938 - - - aug/10 Santander

Barra Ville Incorporadora Ltda. 11,627 - - - aug/10 Santander BNI Artico Desenvolvimento Imobiliário Ltda 3,005 - - - dec/12 HSBC BNI Báltico Desenvolvimento Imobiliário Ltda. 5,354 - - - jun/10 Bradesco BNI Báltico Desenvolvimento Imobiliário Ltda. 2,183 - - - jun/10 Bradesco BNI Báltico Desenvolvimento Imobiliário Ltda. 5,353 - - - jun/10 Bradesco BNI Báltico Desenvolvimento Imobiliário Ltda. 2,183 - - - jun/10 Bradesco Brindisi Empreendimentos Imobiliários Ltda. 1,026 - - - jun/11 Itaú

Brotas Incorporadora Ltda. 1,582 - - - jan/13 Itaú

Brotas Incorporadora Ltda. 2,672 - - - jul/10 Itaú

Caph Incorporadora Ltda. 6,582 - - - jan/12 Itaú

Ciclame Incorporadora Ltda. 1,476 - - - feb/11 Unibanco

Ciclame Incorporadora Ltda. 10,335 - - - feb/11 Unibanco Companhia Setin de Empreendimentos e Participações 22,180 - - - dec/12 Santander Companhia Setin de Empreendimentos e Participações 34,140 - - - jul/13 Bradesco

Coreopisis Empreendimento S/A 13,026 - - - jun/11 Bradesco


15 BZDB01 88044462.3 03-set-10 20:27


Cyrela Oceania Empreendimentos Imobiliários Ltda 2,333 - - - nov/12 HSBC

Eltanin Incorporadora Ltda. 814 - - - sep/12 Itaú

Eltanin Incorporadora Ltda. 3,255 - - - sep/12 Itaú Etage Botafogo Empreendimentos Imobiliários SPE Ltda 7,361 - - - jul/13 Real Exuberance Empreendimento Imobiliário SPE Ltda 20,230 - - - may/11 Santander

Gan Empreendimentos Imobiliários Ltda. 8,092 - - - oct/11 HSBC

Gliese Incorporadora Ltda. 1,588 - - - jan/12 Itaú Grajaú Empreendimentos Imobiliários Ltda. 1,208 - - - aug/15 Unibanco

Gundel Incorporadora Ltda. 1,786 - - - apr/12 Itaú

Heliconia Incorporadora Ltda. 1,633 - - - jul/10 Santander

Heliconia Incorporadora Ltda. 5,145 - - - jul/10 Santander Icarai Village Empreendimentos Imobiliários Ltda 11,729 - - - aug/12 HSBC Inpar Abyara Projeto Residencial América SPE LTDA. 1,013 - - - feb/12

BICBANCO

Inpar Abyara Projeto Residencial América SPE LTDA. 7,574 - - - jun/12 Santander Inpar Abyara Projeto Residenc. Santo Amaro SPE LTDA. 6,398 - - - oct/11 Real Kalapalo Empreendimentos Imobiliários Ltda. 5,895 - - - oct/12 Itaú Kalapalo Empreendimentos Imobiliários Ltda. 3,216 - - - jan/12 Itaú Kamayura Empreendimentos Imobiliários Ltda. 1,705 - - - jul/10 Santander Kamayura Empreendimentos Imobiliários Ltda. 11,938 - - - jul/10 Santander Kamayura Empreendimentos Imobiliários Ltda. 3,411 - - - jul/10 Santander

KFA Empreendimentos Imobiliários Ltda 5,929 - - - jan/11 Santander

KFA Empreendimentos Imobiliários Ltda 19,762 - - - jan/11 Santander Klabin Segal Invetimentos e Participações SPE S.A. 21,644 - - - mar/12 Safra Klabin Segall Lider Praça Louveira SPE Ltda 10,277 - - - dec/10 Santander

Klabin Segall S/A 1,661 - - - dec/11 Safra

Klabin Segall S/A 33,686 - - - feb/12 Safra Klabin Segall Santana Empreendimentos Imob. Ltda 19,401 - - - oct/12 Real Klabin Segall Vergueiro Empreend. Imob. SPE Ltda 4,814 - - - aug/12 Real Klabin_Tagipuru Empreendimento Imobiliário SPE S/A 5,513 - - - may/11 Itaú Klabin_Tagipuru Empreendimento Imobiliário SPE S/A 24,810 - - - may/11 Itaú

Kochab Incorporadora Ltda. 5,071 - - - jan/12 Itaú

Kochab Incorporadora Ltda. 1,002 - - - sep/12 Itaú

Kochab Incorporadora Ltda. 20,284 - - - jan/12 Itaú

Kochab Incorporadora Ltda. 4,010 - - - sep/12 Itaú


16 BZDB01 88044462.3 03-set-10 20:27


KSC 2 Empreendimento Imobiliário SPE Ltda 5,381 - - - jul/13 Real Lagoa Alpha Empreendimentos Imobiliários Ltda. 10,195 - - - aug/11 HSBC

Laguna Incorporadora Ltda. 7,021 - - - jun/10 Bradesco Luau do Recreio Empreendimentos Imob. SPE Ltda 21,922 - - - aug/13 Real Maioruna Empreendimentos Imobiliários Ltda. 614 - - - dec/11 Santander Maioruna Empreendimentos Imobiliários Ltda. 1,216 - - - dec/11 Santander Maioruna Empreendimentos Imobiliários Ltda. 1,082 - - - dec/11 Santander

Malte Investimentos Imobiliários Ltda 4,105 - - - aug/11 Itaú Mareas Empreendimento Imobiliário SPE Ltda 19,142 - - - nov/13 Brasdesco Moema Empreendimentos Imobiliários SPE Ltda 5,646 - - - dec/20 Safra More Alphaville Empreendimentos Imobiliários Ltda. 21,837 - - - jun/10 ABC Brasil

Morumbi SPE Ltda. 1,870 - - - jul/19 Real Mutinga Empreendimentos Imobiliários Ltda. 1,874 - - - jun/10 Unibanco Mutinga Empreendimentos Imobiliários Ltda. 7,081 - - - jun/10 Unibanco Pereira Barreto Empreendimentos Imobiliários SPE Ltda. 3,014 - - - may/12 Real Pereira Barreto Empreendimentos Imobiliários SPE Ltda. 2,306 - - - oct/11 Real Pereira Barreto Empreendimentos Imobiliários SPE Ltda. 5,087 - - - oct/11 Real Pereira Barreto Empreendimentos Imobiliários SPE Ltda. 11,577 - - - mar/12 Santander Pereira Barreto Empreendimentos Imobiliários SPE Ltda. 5,871 - - - mai/12 Real Pereira Barreto Empreendimentos Imobiliários SPE Ltda. 4,493 - - - oct/11 Brasdesco Pereira Barreto Empreendimentos Imobiliários SPE Ltda. 9,910 - - - oct/11 Real Pereira Barreto Empreendimentos Imobiliários SPE Ltda. 22,553 - - - mar/12 Santander Pereira Barreto Empreendimentos Imobiliários SPE Ltda. 3,171 - - - may/12 Real Pereira Barreto Empreendimentos Imobiliários SPE Ltda. 2,426 - - - oct/11 Brasdesco Pereira Barreto Empreendimentos Imobiliários SPE Ltda. 5,352 - - - oct/11 Real Pereira Barreto Empreendimentos Imobiliários SPE Ltda. 12,179 - - - mar/12 Santader

Poli Investimentos Imobiliários Ltda. 6,217 - - - jul/10 Bradesco

Poli Investimentos Imobiliários Ltda. 31,085 - - - jul/10 Bradesco

Poli Investimentos Imobiliários Ltda. 24,868 - - - jul/10 Brasdesco Praia Nova Empreendimentos Imobiliários Ltda. 10,284 - - - jul/10 HSBC Ragusa Empreendimento Imobiliários Ltda 10,459 - - - jun/13 Bradesco

Saiph Incorporadora Ltda. 751 - - - sep/12 Real


17 BZDB01 88044462.3 03-set-10 20:27


Saiph Incorporadora Ltda. 3,281 - - - sep/11 Real

Saiph Incorporadora Ltda. 983 - - - sep/12 Unibanco

Saiph Incorporadora Ltda. 4,292 - - - sep/11 Itaú

Schahin Astúrias Incorporadora Ltda 5,242 - - - oct/11 Bradesco Spasso Mooca Empreendimento Imobiliário SPE Ltda 13,180 - - - mar/11 HSBC Springs Empreendimento Imobiliário SPE Ltda 14,016 - - - apr/11 Santander

Torre de Rhodes Incorporadora Ltda. 2,352 - - - nov/12 Itaú Trinta e Um de Janeiro Empreendimentos Imob. Ltda. 5,130 - - - jul/12 Safra Trinta e Um de Janeiro Empreendimentos Imob. Ltda. 582 - - - oct/10 Unibanco Trinta e Um de Janeiro Empreendimentos Imob. Ltda. 1,841 - - - aug/11 ABC Brasil Trinta e Um de Janeiro Empreendimentos Imob. Ltda. 15,001 - - - mar/11

BTG Pactual

Vila Mascote SPE Ltda. 616 - - - aug/14 ABC Brasil Village Recreio Empreendimentos Imobiliários S/A 19,569 - - - mar/11 Santander Vitality Empreendimento Imobiliário SPE Ltda 20,642 - - - nov/10 Santander

Total AGRE 1,510,035 - - - Fator Sky Empreendimentos Imobiliários Ltda. 3,940 6,869 2,193 - oct/09 Santander Fator Amazon Empreendimentos Imobiliários Ltda. 15,930 12,634 1,726 - mar/11 Santander Fator Aquarius Empreendimentos Imobiliários Ltda. 15,178 12,039 - - sep/10 Unibanco Jaguaré Empreendimentos Imobiliários Ltda. 3,596 3,590 - - may/10 Bradesco

Prunus Empreendimentos S.A. - 6,835 6,288 - may/10 ABN Amro Cyrela Milão Empreendimentos Imobiliários S.A. 3,654 6,572 9,649 7,616 oct/12 ABN Amro Eco Life Vila Leopoldina Empreend. Imobiliários S.A. - - 6,357 - mar/10 ABN Amro Eco Life Independência Empreend. Imobiliários S.A. 8,360 8,353 - - apr/11 ABN Amro

Administradora de Bens Avante S.A. 9,928 8,375 - - feb/11 Itaú Ecolife Parque Prado Empreendimento Imob. Ltda. 6,316 6,371 2,910 - mar/10 ABN Amro

Bento Lisboa Participações S.A. - - 16,622 - jul/09 Unibanco

Bento Lisboa Participações S.A. - - - 37,105 oct/10 Bradesco Ecolife Santana Empreendimentos e Particip. S.A. 8,402 7,571 24 - jan/13 Bradesco Habiarte Barc PDG Porto Búzios Incorporações S.A. 6,142 4,233 - - jun/11 Bradesco Club Florença Empreendimentos Imobiliários 5,197 3,953 - - aug/11 Itaú REP DI Desenvolvimento Imobiliário S.A. - 583 441 - mar/10 Diversos Vista do Sol Empreendimentos Imobiliários 3,038 2,186 - - sep/11 Itaú

América Piqueri Incorporadora S.A. - - - 11,659 dec/07 Bradesco


18 BZDB01 88044462.3 03-set-10 20:27


Boa Viagem Empreendimento Imobiliário S.A. - - - 1,495 oct/08 HSBC Eco Life Butantã Empreendimentos Imobiliários S.A. - - - 13,914 may/08 Unibanco Lindencorp Desenvolvimento Imobiliário S.A. - - - 7,111 apr/09 ABC Brasil Lindencorp Desenvolvimento Imobiliário S.A. - - - 16,356 aug/12

UBS Pactual

Lindencorp Desenvolvimento Imobiliário S.A. - - - 237 jan/10 Unibanco

HL Empreendimentos S.A. - - - 2,214 feb/09 Unibanco

PDG Desenvolvimento Imobiliário S.A. - - - 19,842 oct/10 Unibanco Sardenha Empreendimentos Imobiliários S.A. - - - 10,097 feb/08 Unibanco

Três Rios Empreend. Imob. S.A.

2,949 - - - jul/11 Bradesco Queiroz Galvão Mac Cyrela Veneza Emp.Imob. S.A.

2,383 - - - jul/11 Santander

Debêntures - 1a Emissão 261,751 261,888 267,680 267,384 jul/14 Bradesco

Debêntures - 3a Emissão 307,154 303,849 - - sep/14 Caixa

Debêntures Klabin 1a Emissão 272,272 - - -

Debêntures Klabin 2a Emissão 254,312 - - -

Other 2,146 3,221 45 72

TOTAL INDEBTNESS 3,710,259 1,504,139 864,968 490,878

Fiscal Year ended 12/12/2007

Period Inferior to 1 year (in R$ Thousand)

Superior to 1 year and inferior to 3 years (R$

Thousand)

Superior to 3 years and inferior to

5 years (R$ Thousand)

Superior 5 years (R$ Thousand)

Total (R$ Thousand)

Real 145,710 88,204 131,964 125,000 490,878 Floating Not applicable Not applicable Not applicable Not applicable Not applicable Unsecured Not applicable Not applicable Not applicable Not applicable Not applicable Total 145,710 88,204 131,964 125,000 490,878


Period Inferior a 1 ano

(em R$ Thousand)

Superior 1 year and inferior 3 years (R$

Thousand)

Superior 3 years and inferior


Superior 5 years (R$ Thousand)

Total (R$

Thousand)

Real 219,364 157,585 427,330 62,500 866,779 Floating Not applicable Not applicable Not applicable Not applicable Not applicable Unsecured Not applicable Not applicable Not applicable Not applicable Not applicable Total 219,364 157,585 427,330 62,500 866,779


Period Inferior to 1 year (in R$ Thousand)


Thousand)



Superior to 5 years

(R$ Thousand)

Total (R$

Thousand)

Real 543,242 546,868 415.821 - 1,505,931 Floating Not applicable Not applicable Not applicable Not applicable Not applicable Unsecured Not applicable Not applicable Not applicable Not applicable Not applicable Total 543,242 546,868 415,820 - 1,505,930


19 BZDB01 88044462.3 03-set-10 20:27

Semester ended 3/31/2010

Period Inferior to 1

year (R$ Thousand)


Thousand)



Superior to 5 years

(R$ Thousand)

Total (R$

Thousand)

Real 1,786,588 1,030,453 801,023 92,195 3,710,259 Floating Not applicable Not applicable Not applicable Not applicable Not applicable Unsecured Not applicable Not applicable Not applicable Not applicable Not applicable Total 1,786,588 1,030,453 801,023 92,195 3,710,259 3.9. Other information deemed relevant by the Company

There is no other relevant information concerning this item 3.


20 BZDB01 88044462.3 03-set-10 20:27

4. RISK FACTORS

4.1. Risk factors that may influence the investment decision, in special, those related to:

a. The Company

We may have difficulties identifying and carry out new transactions for real estate development together with other companies active in the real estate market or new investments for indirect development of real estate (“Joint Ventures”), what may adversely affect us.

We carry out a portion of our projects as joint ventures with other companies. Our ability to successfully indentify and create new Joint Ventures is essential to our growth. However, we may encounter difficulties in identifying attractive business in the future or we may be unable to make new investments in joint ventures on favorable terms. Furthermore, our strategy of identifying our real estate operations and expanding geographically will depend on our ability to form partnerships with companies operating in several segments of the market and in other regions of Brazil. In addition, unfavorable economic conditions may increase our financing costs and limit our access to the capital market, reducing our ability to enter into new Joint Ventures.

If we are unable to make strategic acquisitions or to form new Joint Ventures, we may not grow as quickly as we expect, and this may adversely affect the Company.

We are a company whose results depend on the results of our subsidiaries, for which we have no assurance will be made available to us.

The Company’s ability to meet its financial obligations and to distribute dividends to its shareholders, including in the form of interest on shareholders’ equity, depends on the distribution of cash flow and income from its Subsidiaries. We have no control of part of our Subsidiaries, therefore the payment of dividends by such Subsidiaries is not mandatory, as such payments are generally determined by the majority of their shareholders. Therefore, there is no assurance that any such funds will be made available to the Company, or that the funds distributed to us will be sufficient to fulfill our financial obligations or to pay dividends to our shareholders.

The loss of members of our management and/or our inability to attract and retain qualified personnel could have an adverse effect on our business, financial condition or results of operations.

Our ability to maintain our competitive position largely depends upon the performance of our management team, mainly because of the business model and investments adopted by the Company. None of our managers is subject to long-term employment agreements or non-competitions agreements. There is no assurance that we will succeed in attracting and retaining qualified management personnel to assist us in our growth. The loss of services of any members of our management or our inability to attract and retain qualified personnel could have an adverse effect on our business, financial condition and operating results of the Company.

Some of our Subsidiaries depend on the credit facilities provided by the Caixa Econômica Federal (“CEF”), and institutional and/or operating changes in this government agency could adversely affect us.

We frequently use credit facilities provided by the CEF to finance the sale of residential units developed for middle and lower-middle income classes, especially those developed by our subsidiaries Goldfarb Incorporações e Construções S.A. (“Goldfarb”). These credit facilities are essential to leverage our residential unit sales capacity and to enable us to develop new projects because their availability reduces our need to use our own capital to grant loans to our customers. Being CEF a government agency, it is vulnerable to political influence and there may be changes to the current rules and policies for granting credit facilities that would reduce the availability or benefits of their financing. The failure to receive financing or the suspension, interruption or significant change in their financing could adversely affect the estimation of growth of our businesses. Furthermore, the suspension, interruption or slowdown of the CEFs activities in approving our projects, extending financing to our customers, and assessing the development of our construction projects, among other activities, could adversely affect our business, our financial condition, our operational results and/or the market price of our common shares (“Shares”). Additionally, such factors could, in the future, lead us to seek and use new forms of financing instead of the CEF. However, if such alternative sources of financing are not made available to our customers under similar conditions as those granted by CEF, our results of operations could be adversely affected.


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The market value of the land we hold in stock may decrease, what could adversely affect our operating results

We maintain some land in stock for part of our future developments and we intend to increase the size of our land bank as well as acquire larger parcels of land in the future. The market value of our land may significantly decrease from the time of acquisition to the time when such parcels are actually developed due to market or economic conditions. A decrease in the market value of our land bank may adversely affect the results of the sales of our developments and consequently our operating results.

We could be unable to sustain or increase our historical growth rate

We have recently experienced a rapid growth, as well as a geographic expansion of our operations. We intend to continue expanding our business in the markets where we operate, as well as markets in other regions we have not yet explored, so we can take best advantage of opportunities to grow in existing and potential markets. However, we may be incapable of increasing or maintaining similar levels of growth in the future, and our operating results in recent periods may not be indicative of our future performance. If we are unable to grow and maintain a satisfactory composite index of annual growth, our financial results could be adversely affected.

Our internal growth has placed, and we expect it will continue to place substantial adjustments on our business, particularly our administrative, technical, operational and financial resources and internal controls. Additional growth and expansion in our existing markets and in new markets may further strain our resources and will depend substantially on our ability to implement and manage the expansion of these resources. If we are unable to respond rapidly and properly to such expansion, our operating results may be adversely affected.

We may need additional funds in the future and may issue additional securities, which may result in a dilution of investors' interests in our Shares.

We may need to raise additional capital and may opt to obtain such capital through the public or private placement of debt securities, shares or securities convertible into our common shares. In the event that public or private financing is unavailable, or if our shareholders so decide, such additional funds may be obtained through an increase in our capital, which may dilute the percentage of investors’ interest in our common shares.

Holders of our common shares may not receive any dividends or interest on shareholders' equity.

According to the Company’s bylaws (“By Laws”), we must pay our shareholders at least 25% of our annual adjusted net income as dividends or interest on shareholders' equity, as calculated and adjusted pursuant to the Brazilian Corporate Law. This adjusted net income may be capitalized, used to absorb losses or otherwise retained as allowed under Brazilian Corporate Law, and may not be made available for payment as dividends or interest on shareholders' equity. Additionally, Brazilian Corporate Law allows a publicly traded company like ours to suspend the mandatory distribution of dividends in any particular fiscal year if our Board of Directors informs the Annual General Meeting that such distribution would be inadvisable in view of our financial condition. If these events were to occur, the holders of our common shares may not receive dividends or interest on shareholders' equity.

b. The Controller of the Company, directly or indirectly, or control group

None.

c. The Company’s Shareholders

The relative volatility and limited liquidity of the Brazilian securities markets may substantially limit the ability of investors to sell our Shares at the desired price and time.

Investment in securities in developing markets such as Brazil frequently involves a greater degree of risk than in other markets. The Brazilian securities market is substantially smaller, less liquid, more concentrated and generally more volatile than the major international securities markets.

For example, the BM&FBOVESPA had a total market capitalization of approximately R$1.3 trillion as of December 31, 2009 and an average daily trading volume of R$5.3 billion at the same date. During the year a total of 81,75 million of businesses were done as of 61.02 million in the year before. These market characteristics may substantially limit our shareholders ability to sell our Shares at the price and time you wish and as consequence, could adversely affect the market value of our Shares.


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The interests of our officers and employees could become excessively linked to the price of our shares, since they are granted stock options to purchase or subscribe to our common shares

We have a plan that grants options to purchase shares pursuant to Article 168, paragraph three of the Corporations Act. It was approved at the general meeting of shareholders held on January 9, 2007, later changed in the Extraordinary General Meeting that the Company held on December 21, 2007 (“Stock Option Plan” or “Plan”), with which we seek to stimulate improvement in our management and retention of our executives to achieve gains by compromising with the results of long term and short-term performance.

The fact that our managers and employees can receive stock options to purchase or subscribe to our common shares at a lower price than the market price of our common shares could lead their interests to become excessively linked to the price of our common shares which could have a negative impact on our business.

d. The subsidiaries and colligated Companies

The risks related to the subsidiaries and colligated Companies are the same related to us.

e. The Suppliers of the Company

The use of outsourced labor force could expose us to labor and social security liabilities.

The company and its subsidiaries have a reduced number of employees. As of March 31, 2010, approximately 80% of our direct and indirect labor force was outsourced. The use of an outsourced labor force by our subsidiaries, mainly with respect to the hiring of construction companies, exposes us to labor and social securities liabilities. The assumption of such contingencies is inherent on the hiring of third parties, since it can be attributed to the Subsidiaries, as makers of third party services, the responsibility for the labor and social security debts of employees of service providers companies when they fail to comply with their labor and social security obligations. The Company itself could respond for labor and social security contingencies relating to its Subsidiaries, regardless of the right of the Company and its Subsidiaries to return action against the service providers companies. The occurrence of any contingencies is difficult to predict and quantify, and if they happen, it may adversely affect the financial condition and results of the Company.

Problems with our real estate projects that are beyond our control may damage our image, reputation, or our business, as well as expose us to indemnification payments as a result of civil liabilities.

In the normal course of our business, we acquire materials from third parties, and we outsource a portion of the labor services to develop our real estate projects to contractors. As a result, the timely completion and quality of our developments are subject to certain factors that are beyond our control, including, but not limited to, the quality and availability of construction materials supplied for use in our projects and the technical skills of the construction companies and contractors that we hire. Our image and reputation, as well as the technical quality of our real estate projects, are determining factors for the success of our sales and growth. The occurrence of one or more problems in our real estate projects may adversely affect our image, reputation, future sales and relationship with our customers, which in turn could adversely affect our business and results.

Additionally, pursuant to article 618 of the Brazilian Civil Code, we are required to provide our customers with a five-year warranty against significant structural problems in our developments, and we may be called upon to uphold these warranties. In this event, we may incur unanticipated costs and therefore be adversely affected.

f. The Company’s Clients

There is no risk related to the Company’s clients.

g. Sectors of the economy in which the Company operates

The Brazilian real estate market is highly competitive, which could present a threat to our market position in Brazil and our expansion strategy.

The increasing competition in the Brazilian real estate market by our current and future competitors, including foreign competitors, could increase our land acquisition costs, hampering the expansion of our land bank or even making it impracticable to maintain its current size. Competition may also impact the profitability of our operations,


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including by reducing the prices and by increasing our marketing costs. As a consequence, our operations and profits may decrease, adversely affecting our financial condition.

In addition, the Brazilian real estate market is highly competitive and fragmented, and lacks high-entry barriers that would restrict new competitors from entering the market. The main competitive factors in the real estate development business include availability and location of land parcels, terms and availability of financing, characteristics of the projects, quality of the developed residential units, reputation and ability to enter into joint ventures with other developers. We compete with a number of residential and commercial developers and real estate companies in seeking: (i) land for acquisition; (ii) obtaining financial resources for development; and (iii) identifying prospective clients. New companies, including foreign companies working in joint ventures with local companies, may become active in the real estate development business in Brazil in the near future, further increasing competition in this industry.

To the extent that one or more of our competitors initiates a very successful sales or marketing campaign and, as a result, their sales increase significantly, our business, financial condition and operating results could be materially and adversely affected if we are not able to respond to such pressures as promptly and effectively as our competitors.

Furthermore, some of our competitors might obtain access to financial resources under better conditions than ours and, consequently, establish a capital structure that is better able to adapt to market pressures, principally in periods of instability in the real estate market.

The scarcity of available financing and/or increased interest rates may reduce demand for residential or commercial real estate units (“Units”), which could negatively affect the real estate market and adversely affect us.

Purchasers of our Units generally rely on loans to finance their acquisitions. The scarcity of financing resources available in the market, changes in current policies for the concession of financing and/or an increase in interest rates may adversely affect the ability or willingness of prospective buyers to purchase our Units. Most of the bank financing obtained by consumers for the purchase of real estate comes from the Sistema Financeiro de Habitação - SFH (the national housing system), which in turn is financed with funds raised from savings account deposits. Furthermore, the Conselho Monetário Nacional - CMN (the national monetary council) may reduce the amount of funds that banks are required to make available for real estate financing. If the CMN restricts the amount of funds available to finance the purchase of real estate, or if there is an increase in prevailing interest rates, demand for construction of new properties could decrease, which may have a material adverse effect on our business, financial condition and operating results.

Additionally, if the Brazilian economy experiences a recession, our sales may slow down and customers could default, which could also have an adverse effect on the Company.

Our business is subject to extensive regulation, which may increase our costs and limit our strategy of expansion.

The Brazilian real estate industry is subject to extensive building and zoning regulations imposed by various federal, state and municipal authorities that govern land acquisition and development and construction activities, primarily through zoning restrictions, license requirements and consumer protection laws. We are required to obtain the approval of various governmental authorities for our development projects. New laws or regulations could be adopted, enforced or interpreted in a manner that could adversely affect our business.

Our operations are also subject to Brazilian federal, state and municipal environmental laws and regulations. These environmental laws may result in delays, may cause us to incur substantial costs and may prohibit or severely restrict commercial and residential projects activities in environmentally sensitive regions. Regulations governing the Brazilian real estate industry as well as the environment have tended to become more restrictive over the years, and this increased regulation could adversely affect the Company.

In addition, zoning and environmental laws may change after the acquisition of a parcel of land and before its development, causing delays and modifications to the originally proposed project, which may have an adverse effect on our business and expected results.

The real estate industry is subject to risks generally associated to development and construction activities.


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The risks associated with the development and construction activities of real estate companies like ours include, without limitation, the following: (i) due to the significant time lag between the commencement and completion of a project (18-36 months), possible changes in the macroeconomic scenario during such period, such as slowing economy, increased interest rates, currency fluctuations and political instability the devaluation of land stock, demographic changes, could occur and make our projects less attractive to our customers; (ii) construction costs may exceed initial estimates; (iii) the developer or the construction company may not be allowed to index their costs to certain industry inflation rates or to index their receivables, as currently permitted, which could potentially make the real estate project economically unattractive; (iv) the level of customer interest in a project, or the residential unit sales price necessary to sell all of the residential units, may not be sufficient to make the project profitable or the lack of customer interest or the difficulty in obtaining customer financing may reduce the pace of sales, generating additional selling and marketing costs; (v) possible interruptions in supply or shortage of construction materials and equipment may delay the conclusion of the project; (vi) construction and sales may not be concluded on time, resulting in higher costs; (vii) we may face difficulties in acquiring land, such as environmental and land-related negotiations; (viii) land that we acquire may be expropriated by the Brazilian government, or the beginning of public works may impair its use or access; and (ix) project costs may be increased as a consequence of delays during development and increases in the construction costs, since, except for Goldfarb and CHL, none of our Subsidiaries performs its own construction activities. The occurrence of one or more of these factors may have an adverse effect the Company.

Real estate projects entail risks usually associated with the granting of consumer financing.

As is common in our industry, we grant loans to some of our customers. As a result, we are subject to the risks associated with the granting of financing, including the risk of inflation, default in the payment of principal or interest of our loans and the risk of increased costs for the funds we raised. In addition to the interest rate of 12% per year, our sales agreements provide for monetary adjustment based on the National Index of the Construction Cost (Indice Nacional de Custo da Construção), or INCC, applicable during construction of the Units, and on the General Market Price Index (Indice Geral de Precos -Mercado), or IGP-M, applicable after the completion of the work. Both these indexes vary according to the inflation rate. If there is an increase in the inflation rate, our customers' indebtedness may increase as a result of the sales agreements, causing higher customer default. This could have an adverse effect on our cash generation and therefore our operating results.

In the event of default of a customer after the delivery of the Units, Brazilian law provides for the filing of a judicial collection claim to recover the amount owed or to repossess the Unit. The collection of overdue amounts or the repossession of property usually takes two years. Thus, if a customer is in default, we cannot guarantee that we will recover the full amount of the unpaid principal, which could adversely affect our results.

Along with other real estate companies, we raise funds at different rates, and we may be unable to match our payment conditions with the terms of the loans we grant to our customers. This possible mismatch of rates and terms between the funds we raise and the loans we grant could adversely affect us.

The real estate market may be subject to a liquidity crisis.

Like other companies in the real estate industry, we depend on a variety of factors outside our control in order to build and develop real estate projects, including (i) the availability of market resources for the granting of financing to our customers for the acquisition of our Units and to us for the development of new real estate projects and (ii) relying on our customers to make timely payments related to the acquisition of our Units.

Any scarcity of market resources may decrease our sales capacity due to difficulties in obtaining credit for construction or land acquisition, or due to fewer launchings of new projects.

The combination of these risks could reduce our earnings, cash generation and results.

In addition, a possible change, allowing the employees to use the Severance Payment Fund (Fundo de Garantia por

Tempo de Servico), or FGTS, for purposes other than the ones currently permitted, may reduce the overall funds available by financial institutions for purchase of real estate properties, especially the CEF.

We are exposed to numerous risks associated with the incorporation, construction, lease and sale of real estate properties.


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We are dedicated to incorporation, construction, lease and sale of real estate properties and we intend to keep developing these activities. Besides all the risks that generally affect the Brazilian real estate market, such as changes in supply and volatility of materials and construction equipments, scarcity of qualified labor to provide services, changes in supply and demand for real estate projects in the regions in which we operate , strikes and environmental and zoning regulations, our activities are specifically affected by the following specific risks:

• economic conditions in Brazil may adversely affect the growth of the real estate business as a whole, by means of an economic slowdown, an increase in interest rates, exchange rate fluctuations and political instability, among other factors;

• new regulations or market conditions may prevent us from obtaining our receivables, in accordance with certain rates of inflation, as currently permitted, which could make a project economically or financially infeasible;

• customer demand for new projects may wane or the unit sale price necessary to sell all of our units may be significantly lower than expected, which could make projects less profitable and/or the total value of units different than expected;

• bankruptcy or significant financial difficulties of a major real estate company may adversely affect the real estate market as a whole, particularly if customers lose confidence in the real estate companies, including the Company;

• we are affected by local or regional real estate market conditions such as the oversupply of lower-income residential projects, with sales price between R$60,000.00 and R$130,000.00;

• potential buyers may have a negative perception of the security, convenience and attractiveness of our real estate properties and the areas in which they are located;

• increases in operating costs, including insurance premiums, real estate taxes and utilities, may affect our profit margins;

• we may be affected by the scarcity of well-located land for the development of our projects in areas where we operate, currently or in the future;

• we may be affected by the interruption of the provision of materials and construction equipment;

• real estate development opportunities may slow down or disappear; and

• construction and sale of units may not be completed on schedule, resulting in increased construction costs or early termination of sales contracts.

The occurrence of any of these factors may have an adverse effect on our financial condition and operating results.

Additionally, pursuant to the terms of our standard contracts to sell our units, the purchasers have the right to terminate the contract, without incurring any penalty, and to receive back a significant portion of payments made to us as adjusted for inflation, if the purchased units are no timely delivered within 180 days counted as from the original delivery date. We cannot guarantee that we will not be subject to future construction delays in our projects. In addition, pursuant to article 618 of the Brazilian Civil Code, we must provide a five-year warranty with respect to structural defects that may be exercised during such period of time. The occurrence of any such events may also have an adverse effect on our financial condition.

h. The regulation of industries in which the Company operates

An increase in existing tax rates or the creation of new taxes while our sales contracts are in force may have an adverse effect on our financial condition and operating results.

The real estate industry is influenced by government policies and an increase in the tax rates applicable to the industry could adversely affect real estate transactions. In the past, the Brazilian government has changed tax rates and created new taxes, as well as modified the system of taxation with some frequency. If the government increases tax rates or creates new taxes on the purchase and sale of real estate while our sales contracts are in force, we may


26 BZDB01 88044462.3 03-set-10 20:27

suffer an adverse effect to the extent that we cannot amend these agreements in order to pass such increased costs on to our customers.

In addition, an increase in, or creation of, new taxes on the purchase and sale of real estate that are passed on to our customers may increase the final price to our customers, which could potentially reduce the demand for our properties, causing an adverse effect on our results.

Furthermore, the Brazilian government may terminate the “presumed profit” method used to calculate corporate income taxes used by many of our Subsidiaries, in particular the special purpose vehicles established development of projects or for co-development activities, the tax burden on our special purpose vehicles would increase and our operating results could be adversely affected.

Our activities are subject to extensive environment regulation, which may increase our costs and limit our development, or in some other manner adversely affect our business.

Our operations are subject to federal, state and municipal environmental laws and regulations. We are required to obtain approval from various government authorities to develop our real estate business. New laws or regulations could be approved, implemented or interpreted in a way that could affect our results of operations, particularly if they become more rigid.

These environmental regulations could cause delays and cause us to incur significant compliance and other costs. They could also prohibit or severely restrict our business activities and residential construction in environmentally sensitive areas or regions. The laws that govern the Brazilian real estate sector, as well as environmental laws, tend to become more restrictive over time and any increase in restrictions could adversely and materially affect our operating results.

i. Foreign countries where the Company operates

Developments and perceptions of risk in other countries, especially in emerging market countries and the United

States, could have an adverse effect on Brazilian securities market, including the market price of our common

shares, and could cause a negative impact on our operating results and financial condition.

The market price of securities issued by Brazilian companies is influenced by economic and market conditions in other countries, particularly other Latin American and emerging market countries, as well as the United States. Although economic conditions in these countries may differ significantly from economic conditions in Brazil, the reaction of investors to events in these other countries may have an adverse effect on the market value of Brazilian securities, including our common shares. Crises in other emerging market countries could diminish investors' interest in securities of Brazilian issuers, including our common shares.

In the past, the development of adverse economic conditions in other emerging market countries resulted in a significant flow of funds out of the country and, consequently, in the reduction of foreign capital invested in Brazil. The financial crisis that began in the United States in the third quarter of 2008 created a global recession. Changes in the prices of common shares of public companies, lack of available credit, reductions in spending, the general slowdown of the global economy, exchange rate instability and inflationary pressure may adversely affect, directly or indirectly, the Brazilian economy and securities market. In addition, financial institutions may be unable to renew, extend, or grant new lines of credit under economically favorable conditions, or may even be unable or unwilling to honor existing obligations. Any of these factors could adversely affect the market price of our common shares, and could also make it more difficult for us to access the capital markets and finance our operations in the future on acceptable terms, or at all.

4.2. Company’s expectations on the reduction or increase of the exposion to the risks described above.

The Company constantly analises the risks to which it is exposed and that can adversely affect its business, financial situation and results. This way, we are constantly monitorating changes in the macro-economic scenario that can affect our activities through accompaniment of the main performance indicators. We have a strong control of our suppliers, which avoid any sort of adverse effect on our activities. Now a days, the Company does not see any increase or reduction of the risks described in seccion 4.1.


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4.3. Judicial, administrative or arbitraries proceedings in which the Company or its subsidiaries are parties,

discriminating works, taxes civils and other: (i) that are not confidential; and (ii) that are relevant for the

Company’s and its subsidiaries business.

On March 31, 2010, we and our Subsidiaries were parties in judicial and administrative proceedings, originated from the business natural course, resulting on a total involved value of R$53.0 million. We do not believe that any judicial or administrative proceeding, if judged in an unfavorable way could cause an adverse effect over our activities, financial situation and operational results. There is only one proceeding among all the judicial and administrative proceedings that the Company and its Subsidiaries are parties, we considerate only one, where Goldfarb is a party, which is relevant since it involves a share participation on the subsidiary, but this proceeding is under confidentiality.

As mentioned, the criteria used to determine this proceeding a valid one is that a loss on the proceeding could affect our participation in Goldfarb’s. But, we believe that even if this judicial proceeding is judged favorable to the other part, it will not affect us adversely and it will not bring negative consequences to the development of our business.

4.4. Judicial, administrative or arbitraries proceedings in that are not confidential which the Company or its

subsidiaries are parties or ex parties and whose other parties are managers or ex managers, controller or ex

controller or investor of the Company or its subsidiaries.

On March 31, 2010 there were no judicial, administrative or arbitrary proceedings that are not confidential in which the Company and its subsidiaries are parties and the other party consist on an ex-manager, ex controller, ex investor of the Company or of its subsidiaries.

4.5. Confidential Proceedings that are relevant and that the company or its subsidiaries are parties that have

not been described on items 4.3 and 4.4. analyze the impact in case of loss and inform the involved values.

The claim that is mentioned on 4.3 is approximately R$4 million, and the consequence in case we lose will be the loss of ours subsidiaries shares (Goldfarb’s) over 4% of its total and direct capital stock and the right to request compensation of Goldfarb’s old controllers.

4.6. Description of the judicial administrative or arbitrary proceedings that are repetitive or connected based

on juridical facts and causes that are similar. They are not confidential but reliant in a way that the Company and

its subsidiaries are parties, discriminating works, taxes and others.

On March 31, 2010 the Company and its subsidiaries do not have repetitive or connected judicial, administrative and arbitraries proceedings, based on the similar facts and causes that are not confidential and that together are relevant (besides the judicial and administrative proceedings mentioned on this item 4)

4.7. Description of other relevant contingencies not described in the anterior items

On March 31, 2010, the Company and its subsidiaries do not have any relevant contingencies not included in the previous items.

4.8. Rules from the origin country from the foreign issuer and rules from the country in which foreign

securities are custoded, if diverse from the origin country

Not applicable to the Company.


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5. MARKET RISKS

5.1. Quantitative and qualitative description of the main market risks to which the Company is

exposed, including foreign exchange risks and interest rates.

The Brazilian government has exercised, and continues to exercise, significant influence over the Brazilian economy. This involvement, as well as Brazilian economic and political conditions, could adversely affect our business and the market price of our Shares.

The Brazilian economy has been characterized by frequent, and occasionally drastic, intervention by the Brazilian government, which has often changed monetary, fiscal, credit and tax and other policies to influence Brazil's economy. The Brazilian government's actions to control inflation and affect other policies have often involved wage and price controls, currency devaluations, controls on remittances abroad, fluctuations of the base interest rate, as well as other measures. We have no control over, nor can we foresee, any measures or policies that the Brazilian government may adopt in the future. Our business, financial condition and operating results may be adversely affected by changes in the policies of the Brazilian government, including, without limitation:

• economic and social instability; • inflation; • exchange rate fluctuations; • negative diplomatic developments; • exchange controls and restrictions on remittances abroad; • expansion or contraction of the Brazilian economy, as measured by GDP growth rates; • energy rationing; • fiscal or monetary policy and amendments to the tax legislation; • interest rates; • liquidity of domestic and foreign capital and lending markets; • expropriation of privately-owned land; • environmental and sanitary laws and regulations; • interpretation of labor and social security laws, and • other political, diplomatic, social and economic policies or developments in or affecting Brazil..

Uncertainty over whether the Brazilian government will implement changes in policy or laws affecting these and other factors in the future may contribute to economic uncertainty in Brazil and to heightened volatility of the Brazilian capital markets and securities issued abroad by Brazilian companies. Thus, such uncertainties and other future events in the Brazilian economy may have a material adverse effect on our business and operating results, and the market price of our Shares.

Inflation and government efforts to curb inflation may contribute to economic uncertainty in Brazil, adversely

affecting our operations and the market price of our Shares.

In the past, Brazil has experienced extremely high inflation rates. Inflation and certain measures taken by the Brazilian government to combat it, combined with speculation over eventual governmental measures, have had significant negative effects on the Brazilian economy, contributing to the economic uncertainty already existing in Brazil and heightened volatility in the Brazilian securities market. Most recently, the average annual inflation rate measured by the IGP-M, decreased from 20.10% in 1999 to 9.80% in 2008. Inflation rates as measured by the IGP-M were negative 1.72% as of September 30, 2009. In three months ended March 2009 and 2010, inflation rates were 0.92% and deflation rates were 2.78%, as measured by the IGP-M. The Brazilian government's measures to control inflation have frequently included maintaining a tight monetary policy with high interest rates, thereby restricting the availability of credit and reducing economic growth. Consequently, interest rates have presented significant fluctuation. For example, the official interest rates in Brazil at the end of 2007, 2008 and 2009 were 11.25%, 13.25%, 8.75%, respectively, and 11.25% and 8.75% in the quarter ended March 31, 2009 and 2010, respectively, as established by Central Bank's Monetary Policy Council (Conselho de Politica Monetária do Banco Central), or COPOM.

Future measures by the Brazilian government including reduction of interest rates, money market intervention, and actions to adjust or fix the value of the Real, may trigger an increase in inflation. If Brazil experiences increased inflation in the future, we may be unable to adjust the prices charged to our clients to compensate for the effect of


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inflation on our cost structures, which may result in an increase in our costs and a reduction in our net operating margin.

Exchange rate instability may adversely affect the Brazilian economy and the market price of our Shares.

As a result of several inflationary pressures, the Brazilian currency has been devalued periodically relative to the US dollar and other strong currencies during the last four decades. Throughout this period, the Brazilian government has implemented various economic plans and adopted a number of exchange rate policies, including sudden devaluations, periodic mini-devaluations (during which the frequency of adjustments has ranged from daily to monthly), floating exchange rate systems, exchange controls and dual exchange rate markets. From time to time, there have been significant fluctuations in the exchange rate between the Brazilian currency and the U.S. dollar and other currencies. For example, the Real depreciated 18.7% in 2001 and 52.3% in 2002 against the US dollar. Although the Real appreciated 17.2% against the US dollar in 2007, in 2008, as a result of the worsening global economic crisis, the Real depreciated 32% against the US dollar, closing at R$2.34 to US$1.00. In 2009, after the end of the global crisis, the Real appreciated 34.3%, closing at R$1,74 to US$1,00 at the end of the year. In the quarter ended March 31, 2009, the Real appreciated 0,09% against the US dollar. On March 31, 2010, the exchange rate between the Real and the US dollar was R$1.78 to US$1.00. We cannot guarantee that the Real will not again depreciate or appreciate against the US dollar in the future.

The devaluation of the Real against the US dollar may create additional inflationary pressures in Brazil and increase interest rates, which may negatively affect the Brazilian economy as a whole, as well as the market price of our Shares.

Modifications in accounting practices in Brazil due to of the adoption of International Financial Reporting

Standards (“IFRS”) could adversely affect our results.

On December 28, 2007, Law No. 11,638/07 was enacted, complemented by Law No. 11,941/09 of May 27, 2009 (converted into law from Provisional Measure No. 4491/08), altering the Brazilian corporate law and introducing new accounting rules applicable to our type of corporation. with the objective of adopting IFRS as issued by the International Accounting Standards Board (“IASB”). The effectiveness of such rules will depend on regulation by CVM and the Brazilian Internal Revenue Service, or legislative changes. A portion of this legislation was already passed.

In relation to the real estate sector, the interpretation of IFRIC 15 – “Agreements for the Construction of Real Estate” specifically addresses the accounting practices for the recognition of sales revenue from real estate property by construction companies before the property's completion imóvel and shall be applied for financial statements with IFRS on fiscal years initiated in or after January 1, 2009. This interpretation was approved by the CPC and the CVM (by means of CVM Decision No. 612, of December 22, 2009), and has been applied in Brazil since January 1, 2010. The principal change brought by the enforcement of this interpretation is a change in the recognition of revenue related to the sale of real estate properties.

A portion of the legislation standardizing accounting rules in Brazil was already passed, or has caused a transitional tax regime to be instituted, and the uncertainty surrounding the impact of this regulation or legislation could adversely affect our business and operating results, since we recognize revenue throughout the period of construction, that is, before the property is handed over. Besides this, the modification of accounting practices, especially those related to the real estate sector, could have material impacts on our financial statements, with a possible effect on our results, including possible impacts on the distribution of dividends

Our future financial statements could occasionally be altered in a significant way as a result of various

accounting pronouncements issued by the CPC and standardized by the CVM in 2010.

Law No. 11,638/07 and Law No. 11,941/09 (converted into law from Provisional Measure No. 449/08) modified and introduced new provisions to the Brazilian corporate law, with the main objective of updating the Brazilian corporate legislation to facilitate the process of standardizing Brazilian GAAP with the accounting practices consistent with the international norms of accounting issued by the IASB. The enforcement of the alterations introduced by this legislation are mandatory for financial statements relating to the fiscal year beginning January 1, 2008.

As a result of this legislation, during 2008 the CPC released various pronouncements with mandatory application to the preparation of financial statements as of and for the year ended December 31, 2008.


30 BZDB01 88044462.3 03-set-10 20:27

Additionally, to continue this process of standardization, new accounting pronouncements are expected to be released that may occasionally bring material impacts to our operating results. Although the CPC has published a schedule for the approval of new pronouncements, we do not have control over nor can we foresee which accounting pronouncements will be issued in 2010 and in the coming years.

The future financial statements that we must prepare could occasionally be altered in a significant way as a result of various accounting pronouncements issued by the CPC and standardized by the CVM in 2010.

Interest Rate Risk

The Company is exposed to floating interest rates especially to the taxes variations that pays their financial applications, debts and other assists and liabilities. The following are the main indexes in our present business plan:

• INCC: it’s the biggest part of our costs (supplies and manpower) and are updated by the INCC index (Índice Nacional de Custo da Construção). An increase of one per cent in this index during the quarter ended June 30, 2010 would result a decrease in the Net Income of the Company of 15.400.

• Interbank Deposit Certificate (“CDI”): all of our financial applications and approximately 46% of our total Indebtness are hold to CDI. An increase of one per cent in the average rate of CDI in the quarter ended June 30, 2010 would result a decrease in the Net Income of the Company of 5.700.

• Others: among other indexes, we highlight only the TR, which has approximately 47.3% of our Indebtness (R$1,757.5 million on June 30, 2010) held to this index.

Currency Risks

The Company does not have any debs or values to receive in a foreign currency. Additionally, none of our relevant costs is in a foreign currency.

5.2. Description of market risks management policy adopted by the Company’s, its objective, strategies and

instruments

a. Risks for which protection is sought

As mentioned in the item 5.1 above, the main market risk for the Company is the fluctuation of indexes and interest rates, since we do not have any currency risk. We also seek protection for liquidity and results risks.

b. Patrimonial Protection Strategy (hedge)

The main strategy of the patrimonial protection is holding our assets to the same indexes as our liabilities. As mentioned in the item 5.1 above, our main indexers are (i) INCC and (ii) CDI. Below, it’s described the main strategies to minimize the exposure to these indexes:

(i) INCC: the biggest portion of our resources is held to this index. To minimize this exposure we update INCC to our non performed receivables (approximately 87.3% of the total receivables on June 2010).

(ii) CDI: part of our Indebtness (approximately 46.4% on June 30, 2010) is held to the CDI. In order to minimize this exposure, all of our financial applications are corrected by this index.

In addition, we are constantly looking for an optimization of multidisciplinary organization in which the direction evaluates if actions undertaken are being made as to mitigate any risk of the Company's business.

c. Instruments used for patrimonial protection (hedge)

The main financial instruments used by the Company and its subsidiaries are the financial applications, borrow money for capturing and turning to finance projects under construction, acquisition of debentures, all in market’s normal conditions.

d. Parameters used for managing those risks


31 BZDB01 88044462.3 03-set-10 20:27

The management of these risks is performed by setting conservative strategies, aimed at liquidity, profitability and safety. The control policy is active in monitoring the rates contracted by the Company versus the current market.

e. If the Company operates various financial instruments with goals of asset protection (hedge) and what are

these goals

The Company does not perform operations with financial instruments with different goals of asset protection (hedge).

f. Organizational structure to control management risk

The CFO, along with the management control and legal department, periodically analyze the risks to inform the direction and the board of directors, which assesses whether the actions taken are being made as to follow the policy.

g. Adequacy of the operational structure and internal controls to verify the effectiveness of the policy adopted

Through multidisciplinary organizational structure, which also uses the board as a strategic asset protection, management monitors and evaluates the adequacy of operations with the policy.

5.3. Compared to last fiscal year, an indication of significant changes in key market risks

to which the Company is exposed or the risk management policy adopted

In the last fiscal year, there has been no material change in the principal market risks to which the Company is subject, in policies or risk management.

5.4. Other information deemed relevant by the Company

There are no other relevant information about this item 5.


32 BZDB01 88044462.3 03-set-10 20:27

6. HISTORY OF THE COMPANY

6.1. Company’s Incorporation

The Company was incorporated on November 17, 1998 in the city of Sao Paulo, state of Sao Paulo, Brazil as a closely held corporation.

6.2. Time Period

Undetermined.

6.3. Brief History of the Company

The Company was incorporated on November 17, 1998 in the city of Sao Paulo, state of Sao Paulo, Brazil as a closely held corporation. The partners and founding members of the Company Pactual Electra Administração e Investmentos Ltda., Alvaro Luis Gonçalves and Fernando Jorge Kalleder remained in the same until 2004. Since then, the Fundo de Investimento em Participações Pactual Desenvolvimento e Gestão I (PDG), vehicle of the long-term investment area of the Bank Pactual SA, became the largest shareholder of the Company. At the same time, the Company began to be administrated by its current directors, José Antonio Grabowsky Tornaghi and Michel Wuman. In 2007, it was decided that the Company would invest in real estate market, that’s the reason why there was a capital opening. Since then the Company has been investing in real estate projects through co-development (FDI) and portfolio (indirect investment). The portfolio investment comes primarily from our subsidiaries “CHL” in Rio de Janeiro and Goldfarb and Agre in Sao Paulo. Both of them are 100% (hundred percent) controlled by the Company. We're the developer with the largest growth in total value to be potentially obtained by sale of all Units of certain real estate projects launched at the price of launch (“VGV Released”) since our initial public offering of shares (“PSV”) in 2007 until June 30, 2010 among real estate public companies, such as, Cyrela Brazil Realty SA Empreendimentos e Participações, Gafisa SA, MRV Engenharia e Participacoes SA, Rossi Residencial SA and Construtora Tenda SA, comparing the data obtained from financial statements published by such companies during this period. We operate focusing on enterprise development for the Lower Class and the public consumer units with sales price between R$130.1 and R$350.0 thousands (“Medium Low”), through our subsidiary Goldfarb, and act strategically in the segment for the public consumer of Units with sales price between R$350.1 and R$500.0 thousands, and between R$500.1 and R$999.9 thousands (“Middle Class” and “Medium High”, respectively), through our subsidiary CHL.

PDG Realty presented a rapid growth since our IPO from 2007 until June 30, 2010 in comparison with the listed companies, based on data obtained from financial statements published by such companies. We reached at the same period, R$17.7 billion PSV and obtained R$14.0 billion from Net Sales Contracts. Additionally, PDG Realty achieved the second position in sales velocity between the sector listed companies, with sales over offer (based on the division of sales contracts by the initial stock after launch) of 62.4%, considering consolidated data since 2009 as published by the sector public companies.

Since its initial public offering, PDG Realty is focused on medium and lower-income residential projects, which has resulted in the expansion of our business in this segment both geographically and in terms of volume of transactions. As of June 30, 2010, our land bank was comprised of R$28 billion PSV residential units, of which approximately 23% have an average price below R$130 thousands, 26% between R$130.0 and R$250.0 thousands and 33% between R$250.0 and R$500.0 thousands, what means that 76% of the Units have an average price below R$500.0 thousands. This strategy was highlighted in 2009 with the decision of the CMN to increase the maximum financing value of the housing financial system - SFH, from R$350 to R$500 thousands and with the creation, by the Brazilian government, of an incentive program for lower-income housing called “Minha Casa, Minha Vida” (My House, My Life), aimed at reducing the housing deficit in Brazil, which the Brazilian Institute of Geography and Statistics (Instituto Brasileiro de Geografia e Estatística) - IBGE estimated at 7.2 million housing units in 2007. We believe we are one of the biggest public-traded real estate companies together with CEF, inside and outside de program “Minha

Casa, Minha Vida”, and we believe that a good relation with this institution will help us conduct our business in the several geographic business areas in which we operate. In addition, we believe we have an organizational structure capable of absorbing the business growth of the past few years and further expanding in order to take advantage of future market opportunities.


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Based on the data obtained from the financial statements disclosed by the real estate companies, for the twelve-month period ended on June 30, 2010, we were the second largest real estate developer (incorporadora) among such real estate companies in the terms of general sales volume launched, reaching R$5,92 billion of general sales volume launched, and the second largest in terms of contracted net sales, reaching R$5.51 billion in the same period.

In addition, we have presented impressive growth in our financial statements. Our net operating revenue increased 887.6% between 2007 and 2010, from R$192.2 million for the semester ended June 30, 2007 to R$1.897 billion for the semester ended June 30, 2010. Over the same period our Adjusted Net Results increased 614.3%, from R$49.9 million for the semester ended June 30, 2007 to R$356.5 million for the semester ended June 30, 2010. We reached this growth while maintaining one of the highest profitability levels among Brazilian real estate companies. Our adjusted EBTIDA margin accumulated since our gone to public until June 30, 2010, averaged 25,8%, one of the highest among the open real estate companies in terms of individual increase of adjusted EBITDA margin, based on data obtained from the financial statements disclosed by such real estate companies during this period.

We have successfully implemented our growth strategy established in 2007, which is: (i) non-organic growth through the full consolidation of our participation in the business units of the Company (“Business Units” – unidades

de negócios), which are, our subsidiaries Goldfarb, Agre and CHL Desenvolvimento Imobiliário S.A. (“CHL”), generating higher operating and financial efficiency; and (ii) organic growth of the Company and our main Business Units, as shown in our main operating and financial information, provided in the table below, for the indicated periods:

Financial and Operating Information (R$ Thousand)

Semester ended June

30, Year ended December 31,

2010

Revised

2010

Revised

2007

Audited

2008

Audited

2009

Audited

PDG Net operating revenue 813,664 1.897.944 552.018 1.231.159 1.983.819

Goldfarb(1) 312.149 858.841 249.797 500.064 744.451 AGRE - 585.738 - - - CHL(1) 201.845 278.729 145.464 333.443 504.877 PDG Net income 126.985 335.354 71.157 182.463 338.132

Goldfarb(1) 25.768 162.636 22.667 54.314 103.428 AGRE - 68.888 - - - CHL(1) 42.407 64.794 26.909 35.849 73.628 PDG Adjusted EBITDA(2) 175.166 546.379 175.561 291.062 448.983

PDG Adjusted EBITDA margin (3) 24,53% 28,79% 31,8% 23,6% 22,6%

PDG general sales volume (4) (5) 1.087.229 2.855.483 1.233.450 2.611.540 3.026.550

PDG contracted net sales(4) (5) 1.129.185 2.911.032 969.950 1.811.830 2.670.255 1 These numbers are calculated based on the proportional corporate held by us on the capital stock of Goldfarb and CHL, which: (i) in 2007 was 80,0% in Goldfarb and 70.,0% in CHL; (ii) in 2008, was 80,0% in Goldfarb and 70,0% in CHL; and (iii) in 2009, was 100,0% in Goldfarb and 100,0% in CHL. 2 Adjusted EBITDA is calculated based on the definition issued by CVM Rule 01/2007, consisting of the sum of income before interest, income tax, depreciation and amortization, added to the following adjustments: non-operational results, interest if non-controlling shareholders and compensation expenses based on stock options. 3 Adjusted EBITDA divided by net operating revenue. 4 Includes partners’ interest in joint ventures 5 Operational data not directly reflected in our audited consolidated financial statements.

In the second semester of 2008, we began the expansion and consolidation of the operational structures of our Business Units, investing in internal control systems, employees and improvement of internal procedures. We have an internal structure capable of conduct and perform all the stages of the real estate development process, including credit on-lending from financial institutions to our customers. In the ease of Goldfarb, which focuses on lower-income residential projects, we begin by preparing the project, continue through construction management and exclusive sales team, and conclude with post-sale customer service.

Our management team is comprised of professionals with substantial experience in financial markets, especially in private equity and financing and/or structuring transactions, which we believe is important for conducting business in an efficient and effective manner. Our Business Units have their own dedicated management teams with substantial


34 BZDB01 88044462.3 03-set-10 20:27

expertise in their respective areas of business. In addition, our management culture, which is based on meritocracy, ability and knowledge, and a profound understanding of the Brazilian real estate market, is constantly impressed upon our employees.

We are engaged in (i) the co-development of the real estate projects with several other well-known Brazilian real estate developers through incorporation of SPEs; and (ii) the acquisition of significant ownership interests in companies operating in the real estate industry, in which we actively participate trhough the development and implementation of their strategic plans.

We operate in different segments of the real estate industry, including: (i) the development of residential projects targeted in different income classes, (ii) the development of residential communities, (iii) investments in commercial projects to generate income from rent, (iv) the trade of commercial and residential units, and (v) the structuring of real estate receivables secured transactions. At this present date, we maintain investments in real estate in 72 Brazilian cities, in more than 11 states (SP, RJ, MG, BA, ES, PR, SC, RS, GO, MS, MT) and also in Brasília, the Federal District, as well as in the Argentine cities of Buenos Aires and Rosario.

On June 10, 2010, our shareholders, in a shareholder’s meeting, unanimously approved the merger of AGRE’s shares by PDG, through the transference of all shares that were issued by AGRE to PDG (“Merger of Shares”). This merger aimed turning AGRE in a PDG’s full subsidiary, under article 252 of Lei 6.404/76. This operation was successfully done, according to the terms of the Protocol and Justification of Merger of AGRE’s shares by PDG, celebrated in May 3, 2010, by these companies’ managers.

AGRE’s shareholders got 0.495 of the new common share issued by PDG for each common share issued by AGRE totalizing an issuance of 148,500,001 new common shares by PDG. The Merger of Shares aims the unification of the management and shareholder bases of the Companies, as well as provide synergy gains resulting from the unification of the activities of companies that will have a more efficient structure for the development of real estate projects, with potential cost-saving for technical, supplies and other general and administrative costs, and enable greater growth and profitability of businesses developed by the Companies. The Merger of Shares creates the largest real estate company in the country, and aims to unify the management and shareholder bases of the Companies, as well as provide synergy gains resulting from the unification of the activities of companies that will have more efficient structure, incorporating two additional regional land banks, making up a portfolio of relevant products in all income groups. It is further considered that there is a potential cost saving technical, procurement, and other general and administrative costs, providing better conditions for increased growth and profitability of businesses developed by the Companies. Considering that both AGREE and PDG meet the requirements of Art. 137, II of the Corporations Act, there is no right of withdrawal or recess for shareholders of both companies who might dissent from the Merger of Shares. 6.4. Date of registration with the CVM

The filing with the CVM as a public company on January 23, 2007.

6.5. Major corporate events such as takeovers, mergers, acquisitions of shares,

divestments and acquisitions of corporate control, acquisitions and divestitures of important assets, which have

passed by the Company or any of its subsidiaries or colligates

(i) incorporation of Key West Participações SA, which owned 12.5% of the share capital of Goldfarb, with the consequent increase in the capital of the Company of R$12.3 million, with the issuance of 2,022,272 common shares which were delivered to former shareholders of Key West Participacoes SA, through the Company holds 70% of the shares issued of Goldfarb;

(ii) incorporation of MP Holding SA, which owned 1.67% of Goldfarb, with a consequent increase in the capital of the Company of R$3.3 million by issuance of 681,818 new ordinary shares, which were delivered to former shareholders of MP Holding SA, from the Company holds 75% of the shares issued by Goldfarb;


35 BZDB01 88044462.3 03-set-10 20:27

(iii) incorporation of MP Holding 2 SA, which owned 2.5% of Goldfarb, with a consequent increase in the capital of the Company for R$5.7 million by issuance of 1,136,364 new ordinary shares, which were delivered to former shareholders of MP Holding 2 SA, from the Company holds 80% of the shares issued by Goldfarb;

(iv) incorporation of CHL XV Incorporações Ltda., which owned 10% of the CHL, with a consequent increase in the Company's participation in the CHL in the corresponding 10%;

(v) incorporation of CHL XXXIV Incorporações Ltda., which owned 12.31% of the CHL, with a consequent increase in the capital of the Company of R$20.2 million by issuance of 3.2 million new common shares, which were delivered to Mr. Rogerio Chor, from the Company holds 70% of the shares of CHL;

(vi) incorporation of MP Holding 3 Ltda., which owned 20% of common shares issued by Goldfarb. Due to the merger the Company issued 829,644 new shares and 40 warrants, in four different series;

(vii) incorporation of CHL LXX Incorporations Ltda., which owned 30% of common shares issued by the CHL. Due to the merger the Company issued 779,062 new shares and four warrants, in four different series; and

(viii) incorporation of the shares of AGRE Empreendimentos Imobiliários S/A. Due to the merger the Company issued 148,500,001 new shares delivered to former shareholders of AGRE.

For more information about the mergers, the effects to the corporate structure, and on the corporate structure before and after the operation, see Section 17.2 of this form, which refers to increases in capital of the Company.

6.6. Bankruptcy filing, since founded in value relevance, or judicial or extrajudicial recovery of

Company, and the current status of such requests

Until the date of this Form there was no application for bankruptcy or judicial or extrajudicial recovery of the Company.


There are no other relevant information about item 6.


36 BZDB01 88044462.3 03-set-10 20:27

7. COMPANY’S ACTIVITIES

7.1. Brief description of activities that are developed by the Company and its subsidiaries1

Company - Our social purpose comprehend: (a) participation in other real estate corporations, as partners, shareholders or consortial, or through other means of investment, as the subscription or acquisition of debentures, subscription bonus or other securities issued by other real estate corporations; (b) provision of collection of the receivables; (c) acquisition of properties for rental; (d) acquisition of land for real estate development; and (e) real estate development.

Business Units

Goldfarb - Goldfarbs’s activities are focused on the development of real estate projects for middle-income and low-income class consumers with monthly income of 5 to 20 times the monthly minimum wage, with structured business model based on standardization of the construction and incorporation and the vertical integration of production. CHL - CHL focuses on the development of real estate projects mainly for middle and up-middle class consumers, mainly in Rio de Janeiro. It is one of the biggest developers on that Estate. PDG São Paulo – This company is focused on operations for middle and high class in the State of São Paulo (units from R$200 to R$500 thousands). Recently we completed the hiring of the team responsible for operations, composed of professionals with extensive experience in this segment within the State of São Paulo. Throughout 2010 we have already completed the negotiation of options for purchase of land totaling approximately R$180 million in PSV. PDG Companhia Securitizadora - Company focused on securitization of real estate receivables, whose activities started in 2009. We performed 3 emission operations of CRI in 2009, which totaled more than R$100 million and with a maturity of up to 8 years. In 2010 we conducted an operation of CRI with value of approximately R$187 million, maturing in up to 10 years (for details see item 8.1. (b) – “PDG Companhia Securitizadora”) AGRE – Company incorporated by PDG Realty in June 2010, AGREE is the combination of the operations of AGRA, Abyara and Klabin Segall, companies with extensive experience and tradition in the real estate market. This association created on of the most diversified companies of Brazil in this sector, with presence in all regions of the country, activities in all economic sectors, and a landbank with a PSV of approximately R$18.3 billion at December 31, 2009. Subsidiaries

Lindencorp - Lindencorp aims to explore the market for residential real estate development for the upper and middle-upper classes in the State of São Paulo. Lindencorp focuses on developing customized and sophisticated projects. Cipasa - Cipasa is a company that operates in the land allotment market for residential condominiums for all income segments in the State of São Paulo. Real Estate Partners Desenvolvimento Imobiliário S.A. - REP DI operates with consulting and development of commercial ventures. The REP DI focuses the Company's investments in commercial real estate projects aimed at income generation through the development of centers of convenience and services, which are aimed at serving the public resident in the region where they are located. Brasil Brokers - Brokers Brazil The company is dedicated to service real estate brokerage with a focus on performance and market intermediation and real estate consulting. TGLT S.A. - TGLT aims to explore the market for residential real estate development for the upper and middle classes to high in Argentina.

1 Source: ADEMI-RJ - Associação de Dirigentes de Empresas do Mercado Imobiliário do Rio de Janeiro.


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7.2. For each operating segment that has been circulated in recent demonstrations

financial closing of fiscal year or, if applicable, the consolidated financial statements, indicate the following

information

a. Marketed products and services

Sales and leasing of buildings and provision of management services locations.

b. Revenue from the segment and its participation in the Company's net revenue

(R$ Thousand)

Quarter ended 30 June Year ended December 31

2009 2010 2007 2008 2009

Revised Revised Audited Audited Audited

Net Operating Revenue PDG 813,664 1,897,944 552,018 1,231,159 1,983,819

Goldfarb(1) 312,149 858,841 249,797 500,064 744,451 AGRE - 585,738 - - - CHL(1) 201,845 278,729 145,464 333,443 504,877 Net Profit PDG 126,985 335,354 71,157 182,463 338,132 Goldfarb(1) 25,768 162,636 22,667 54,314 103,428 AGRE - 68,888 - - - CHL(1) 42,407 64,794 26,909 35,849 73,628 Adjusted EBITDA margin PDG(2) 175,166 546,379 175,561 291,062 448,983

Ajdjusted EBITDA margin PDG (3) 21,53% 28,79% 31,80% 23,60% 22,63%

PSV Launching PDG (4) (5) 1,087,229 2,855,483 1,233,450 2,611,540 3,026,550 Goldfarb(1) 866,372 1,291,401 799,786 1,715,090 2,155,179 AGRE - 1,098,936 - - - CHL(1) 96,500 313,874 176,897 502,474 580,418 Contracted Sales PDG(4) (5) 1,129,185 2,911,032 969,950 1,811,830 2,670,255

Goldfarb(1) 871,472 1,188,257 375,656 1,133,320 1,776,500 AGRE - 1,160,975 - - - CHL(1) 114,674 354,449 105,659 396,969 464,457 ____________________________

(1) values are considered based on the Company's proportionate share in the capital of Goldfarb and CHL, that: (i) in 2007 was 80.0% and 70.0% of Goldfarb CHL, (ii) in 2008 was 80, 0% of Goldfarb and 70.0% of the CHL, and (iii) in 2009, is 100.0% and 100.0% of Goldfarb CHL. (2) Adjusted EBITDA is calculated based on the definition of CVM Circular Letter 01/2007, earnings before interest, income taxes, depreciation and amortization, plus the following settings: non-operating results, participation of non-controlling shareholders and expenditure-based compensation stock options. (3) Adjusted EBITDA divided by net operating revenues. (4) Including the participation of partners in jointly controlled subsidiaries (5) Operational data of the Company, not directly reflected in the audited financial statements

c. Profit or loss resulting from the segment and its participation in the Company's net income

Data Base: 06.30.2010 Segment Net Income % total

Real estate sales 1,954,590 99.12% Real estate rents 17,438 0.88% Total 1,972,028 100.00%


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7.3. For products and services that correspond to the operating segments disclosed in 7.2, describe:

a. Characteristics of the production process

The main steps of the process of incorporation are summarized in the diagram below:

Land Acquisition

We actively participate in the land acquisition process, because we believe that it is a critical stage in the development of a real estate project and that it is the first distinguishing factor of the residential units to be launched. Each decision to acquire a parcel of land is analyzed and must be approved by our board of executive officers.

We acquire lands from individuals, legal entities and in judicial and extrajudicial auctions and carry out an audit to assure legal and environmental compliance in connection with the acquisition of the lands where our real estate projects will be developed. As is customary in the industry, we evaluate the cost/benefit ratio of our acquisitions by managing any potential legal and/or environmental risks, in accordance with the opinion of our legal and technical advisors. Concurrently with this audit, we carry out a study to confirm the financial feasibility of the project and often hire an outside consultant to prepare a market research report.

We normally acquire properties from third parties by means of purchase and sale public deeds upon payment of a portion of the price in cash and another portion of the price by means of promissory notes to settle or as payment for such acquisition. Such promissory notes represent a consolidated debt not related to the property sold, are substituted for public debt acknowledgement instruments through which the debt represented by the promissory note to settle is novated, upon the scheduling of payments by three methods: (i) installments in cash; (ii) real estate exchange by means of payment in kind through future independent units; and/or (iii) financial exchange by means of the payment of previously defined percentage rates calculated on the overall sales value of the real estate development. As a guarantee of payment of such debt acknowledgement instruments, the properties subject to the real estate development could be subject to first-priority mortgage. The promissory notes to pay are paid on the scheduled dates, and subsequently, the settlement is carried out by means of the acquisition of the property.

Development

During the development stage, we focus mainly on the standardization of architectural design and construction techniques of the project. In most cases, we hire a construction management company to monitor the development of the project, in order to maximize efficiency and obtain accurate cost estimates. Concurrently, we prepare our strategy for launching, marketing and selling the units being constructed with the assistance of a specialized marketing agency and the real estate broker that will be responsible for sales.

Once we define a sales campaign and obtain all required legal approvals for the project, we update the feasibility study to confirm or adjust our initial business plan, establish the sales prices of the residential units to be constructed and structure the form of payment to be extended to the project's targeted customers. In order to improve the match between our sales price and payment method, we seek to maintain close relationships with well-known financial

– Final budget – Obtainment of finance – Monitoring holding

company – Quality control – Work delivery – Management of

receivables

– Projects development – Release strategy – Promotion and Sales – Competitive analysis – Financing and partnership

with banks – Monitoring the financial

viability – Work Budget

Construction Development

– Market Survey – Legal, eviromental

and others due diligences;

– Project Analisys – Complete Financial

Analisys – Capital Structure

Land Acquisition


39 BZDB01 88044462.3 03-set-10 20:27

institutions. We believe that these relationships may also result in a competitive advantage to us, in the event that an established real estate financing and securitization market develops further in the future.

We hire independent real estate brokers to sell our Units, in the case of Goldfarb, its residential units are exclusively sold by Avance. As a general policy, we seek to maintain close relationship with the main brokerage companies in their respective operating markets, in order to monitor sales and obtain information on market trends.

We begin the sales efforts for our projects when they are launched. In general, we have a sales stand at the location where the real estate development will be constructed, including a model residential unit, illustrative graphic material and a large scale model of the development. We market our real estate developments through newspapers, direct mail and the distribution of pamphlets in the areas surrounding the real estate development, as well as through telemarketing centers and the Internet.

Construction

Our Business Units manage the construction of their own projects. In other cases, the construction of our real estate developments is carried out by subsidiaries of our partners or by third parties. In this sense, we enter into a construction agreement or a turnkey agreement, depending on the situation, for each real estate development, which sets forth the terms of construction, such as maximum cost, delivery date, quality standards, and other obligations of the construction company.

We meet with the construction management company on a monthly basis to evaluate progress of the construction. Our discussions relate primarily to the quality of service provided by the construction company, the term for delivery and budget control. When necessary, an engineer of the construction company in charge of the project is also present at these meetings.

b. Characteristics of the distribution process

The procedures for monitoring sales and marketing are basically two activities: (i) launching process and (ii) management of routine sales.

• Launching Process: at the launching, sale tables are formatted, based on the feasibility study and the project book. Later all marketing strategies of the development are developed (launching date, conventions and sales campaigns). In parallel, the incorporation and legal areas prepare documents necessary to effect the launching.

• Management of sales routine: After the launching, the routine of the sales process begins with an analysis of proposals and monitoring of negotiations until the signing of the contract. Presently the sales are formalized for the company, especially for the financial management of contracts that is responsible for verifying the documentation, analysis and registration of contracts.

c. Characteristics of the markets of operation, in particular:

The main activities in the real estate market are the construction and sale of residential Units for people of different income segments and business units. Thus the market segment is divided into economic, average income, middle income, high-income, allotment and commercial. It is noteworthy that economic units are residential units with unit priced less than two hundred and fifty thousand Reais; average income, the unit price is between two hundred and fifty thousand Reais to five hundred thousand Reais; medium high, the unit price is between five hundred thousand Reais to one million Reais; high income, the unity price is greater than one million Reais. The characteristics of a real estate development, the marketing approach and construction process differ according to the income profile of the target audience. Developments aimed at low income consumers are more sensitive to price change, what requires cost optimization through techniques and construction processes with characteristics of industrial production. Developments of high standard and medium-high differ in the conceptualization of the product, the range of services and benefits included in a particular project, as well as the prime location in desirable locations in large cities

i. participation in each market

The company's share in the sector can be achieved through internal surveys, market research, public information and industry publications such as Embraesp, ADEMI-RJ, ADEMI-BA, SECOVI, IBGE and Central Bank of Brazil,


40 BZDB01 88044462.3 03-set-10 20:27

among others. Based on data from sales (PDG Realty) in the year 2009 to participate in the economic market is 73.5% of total sales from the period, 6.4% in middle-income market, 5.4% in the upper-middle income market, 4.3% in high-income market, 3.2% in the allotment market and 7.1% in the business unities market.

ii. competition conditions in the markets

Our market segment is marked by great competition. It is, above all, a market extremely sprayed, and no individual participant has a significant participation of the national market. In general, competition is more intense in the State of Sao Paulo, where we focus most of our activities. The main differentiation factors before the consumers include location, price, availability and terms of financing, the standard of finishing Units, quality of materials used in construction, reputation of the builder and developer and a history of meeting the deadlines of the work. For instance, the Goldfarb is ranked first in the category Development and second in the category Construction in the prize Top Imobiliário of 2008, and CHL is a leader in launches in Rio de Janeiro. The table below shows the breakdown by type and geographic segment of our land bank in PSV Estimated (total value estimated to be potentially obtained by the sale of all Units) of the Company at the end of fourth quarter 2009:

In all states, especially in the cities of Sao Paulo and Rio de Janeiro, face competition from major market participants, as Cyrela Brazil Realty SA Empreendimentos e Participacoes, MRV Engenharia e Participacoes SA Gafisa SA and MRV Engenharia e Participacoes SA and the Cyrela Brazil Realty SA Empreendimentos e Participacoes still present themselves as competitors also in the economic sector.

d. Possible seasonal

Our operating markets have their activities restricted in the months of January, February and July each year, during which our costumers usually travel because of school vacations, postponing their decisions to purchase Units.

e. Key inputs and raw materials, stating:

i. description of the relationships held with suppliers, including whether they are subject to

governmental control or regulation, identifying the bodies and the respective legislation

As a general rule, we have with our supplier’s long-term relationships. Currently we have no outstanding disputes with any supplier. As the practice of the market, we do not usually enter into agreements that create the obligation of exclusivity to the Company in order to maintain our freedom to hire the most suitable supplier for each project, based on price, quality, terms and conditions of delivery. We emphasize that all our suppliers are subject to regulatory agencies, and respective applicable laws.

ii. eventual dependence on few suppliers

Alta renda, 4.3%Média-alta renda, 5.4%

Média Renda, 6.4%

Econômico, 73.5%

Comercial, 7.1%

Loteamento, 3.2%

Segmentação das Vendas de 2009 (%)

São Paulo22%

SP - outras cidades38%

Goiás5%

Rio de Janeiro18%

Argentina3%

Espírito Santo1%

Paraná2%

Mato Grosso7%

Minas Gerais2%

Rio Grande do Sul1%

Mato Gross do Sul 1%

Distribuição Geográfica das Vendas de 2009 (%)


41 BZDB01 88044462.3 03-set-10 20:27

We have a vast list of suppliers, with no significant risk of concentration to the Company. Below there is a list of main inputs and suppliers.

Input Major Suppliers

Concrete Lafarge Brasil S.A. Steel Gerdau AçoMinas S.A./ Belgo Siderurgia S.A. Aluminium Hydro Alumínio ACRO S.A.

iii. possible volatility in their prices

Most of our costs are tied to INCC. We define conservative strategies to mitigate risks of price volatility of raw materials (as per sections 5.1 and 5.2 of this form).

7.4. Clients that are responsible for more than 10% of the total net revenue of the Company 2

None.

7.5. Description of relevant effects of state regulation on the activities of the Company, commenting

specifically:

a. Need of government authorization for the exercise of activities and historical relationship with the

government to obtain such permits

For our activity of trade of real estate, we need approvals from the local municipalities and state departments of environment for: notary adjustments for demarcation and approvals of land, approval of project, approvals for the start of work and formal end of work (expedition dwell up). Never had problems in obtaining such authorizations with the administration.

To acquire land where to build its real estate, as a result of the need for assistance with environmental legislation, the Company considers all environmental aspects necessary and applicable, with emphasis on the possible existence of fountains, trees, vegetation and location of such land in the occurrence for permanent preservation areas on site. Thus, before the decision to purchase a property, all relevant aspects are analyzed.

b. Environmental policy and costs incurred for compliance with environmental regulation and, where

appropriate, other environmental practices, including adherence to international standards of

environmental protection

As mentioned in item “a” of section 7.5, we need some authorizations from the departments of environment, and adopt some procedures provided in the law for land acquisition, such as replanting of trees and decontamination of land (where applicable).

Goldfarb also owns the Planet Life project, which concentrates its efforts toward sustainability and environmental concerns. In such project studies are conducted to improve our businesses, such as:

1. individual measurement of water, establishing a system for collecting and encourage individual savings; 2. capture and use of rainwater for use in common areas and plants; 3. selective garbage collection; 4. intelligent water closet discharges, reducing the volume of water used in each use; 5. taps with timer of water; 6. stops of reforested wood; 7. presence sensors in the halls, which result in energy savings; and 8. use of masonry structural system, which reduces the volume of debris and waste material.

2 When the annual presentation of the form of reference, the information should refer to the latest financial statements for the year ending. Upon

presentation of the form of reference on behalf of the application for registration of public distribution of securities, the information should refer

to the latest financial statements for the year ending and the latest accounting information disclosed by the Company.


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The Company has no cost to obtain the environmental permits for the exercise of its business with the government responsible. Also, the Company does not adhere to international standards of environmental protection.

c. Dependence on patents, trademarks, licenses, concessions, franchises, contracts, royalties for the

development of relevant activities

The Company holds two applications for registration of the trademark "PDG", deposited in the INPI (national institute of intellectual property), and holder of four domain names, the most relevant of which is www.pdgrealty.com.br. If requests are not granted, the Company will have to develop its activities through other brands of the group only, what we do not believe that should cause a material impact on our activities. That is, any rejections of patents, trademarks, licenses and domains will cause no adverse effects on our activities or projects developed, launched and marketed by the Company.

7.6. Countries from which the Company obtains relevant revenues, indentify:

The Company does not obtain relevant revenues in other countries other than Brazil.

7.7. Foreign countries that were published on item 7.6, have to , inform the extent to which the Company is

subject to the regulation of these countries and how this subject affects the Company's business

This item does not apply to the Company.

7.8. Description of the relevant long term relations of the Company that are not in another part of this form

There are no relevant long term relations of the Company that do not figurate in another part of this form.




43 BZDB01 88044462.3 03-set-10 20:27

8. ECONOMIC GROUP

8.1. Description of the economic group to which the Company belongs, indicating:

a. Direct and indirect Controllers

We do not have a defined control.

b. Subsidiaries and colligated companies

Goldfarb

Overview: the Goldfarb group started its business in 1952. The founding shareholders of Goldfarb (four recent graduated engineers from Escola Politécnica da Universidade de São Paulo) started to work with the sale of construction materials and development of small construction work and refurbishments in 1952. In the 1980s, the company was restructured in order to separate non-real estate development activities from its main activity, resulting in the incorporation of Goldfarb Incorporações e Construções S.A.

Since 2000, Goldfarb’s activities have focused on the development of economic real estate projects for families with monthly income of 5 to 20 time the monthly minimum wage, with a business model based on the standardization of the construction and development process and vertical alignment of production. The concentration on this segment allowed the company to obtain specific expertise in Brazil. Goldfarb adopted a production method based on large-scale development of standardized projects, resulting in construction cost reduction, increased profitability and risk reduction, as the projects are tested and improved with every new development

Goldfarb is one of the principal beneficiaries of CEF financing among Brazilian publicly traded real estate developers. According to the EMBRAESP’s June 2009 ranking, Goldfarb is ranked first in the metropolitan region of São Paulo, both in number of residential units launched and general sales volume launched in 2008. Goldfarb’s target markets are people with family income between one and ten times the monthly minimum wage, as well as recently married individuals purchasing their first real estate property, divorced individuals, and individuals living in rented residential units who have the financial resources to purchase a residence. Such a target is consistent with the market segment to which the Minha Casa, Minha Vida program is aimed.

In its more than 56 years of operations, the Goldfarb group has delivered over 30,000 units. Just in the past years, Goldfarb has built more than 33.641 residential units in 168 real estate developments, totaling 1.980.000 constructed square meters. In 1993, Goldfarb launched the Better Plan (Plano Melhor), which was innovative in the market and simplified the process of purchasing a residence. More than 7,500 apartments were sold in only six years of activities. Another huge success was the launching of “Goldfarb 2,000”, which reached 1,537 residential units delivered, for which Goldfarb was awarded the title of Top Imobiliário from O Estado de São Paulo newspaper, as well as Marketing Best in recognition of its success. In 2006, Goldfarb was again awarded the title of Top

Imobiliário and its position among the largest real estate development companies in Brazil was solidified, reinforcing consumer’ confidence and satisfaction. In 2007, Goldfarb was ranked second in the Construction Company category and third in the Real Estate Development Company category for the Top Imobiliário award. In 2008, Goldfarb ranked second in the Construction Company and Real Estate Development Company for the Top Imobiliário.

Goldfarb also offers the Planet Life project, through which Goldfarb concentrates its efforts on sustainability and environmental matters. Through this project, we carry out studies to improve our real estate developments with respect to electric energy efficiency, water reuse, reduction of environmental impacts and greenhouse gases emission, among others. Employees and third parties are trained in relation to the reduction of the use of office supplies and recycling, among others.

We believe that the Goldfarb brand is currently one of the most traditional and established in the real estate market in São Paulo. We seek to offer a differentiated business model to our customers in order to attract then to buy our products and encourage them to recommend our brand. Under our incentive program, the customers who refer future buyers of residential units receive cash benefits for each new customer referred. We believe we have obtained good results from this business model, which we also consider to be a consequence of the acknowledgement of Goldfarb as a high-quality brand, including our receipt of the ISO9001 certification by ABS Quality Evaluation in 2003, as well as our history of timely delivery of our real estate developments.


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Avance is a brokerage company and an indirect subsidiary of Goldfarb, controlled by the Brazil Brokers Group. It has approximately 150 brokers currently working to sell Goldfarb’s real estate developments. We believe that the existence of a brokerage company within Goldfarb group increases Goldfarb’s sales, as Avance brokers are thoroughly familiar with the residential units sold by Goldfarb. Furthermore, because Avance is a member of the Goldfarb group, its brokers are able to offer our customers certain flexibility for the payment of brokerage fees.

In its capacity as Goldfarb’s shareholder, the Company focuses on the implementation of modern corporate governance practices by prioritizing the generation of value and raising funds for the future investments. All of our financial engineering expertise is brought to bear on Goldfarb’s activities.

Capital Stock: Currently we hold 100% of Goldfarb’s capital stock. Our relationship with the Goldfarb group started in February 2006, through an investment we made in GDI - Goldinvest Desenvolvimento Imobiliário S.A. (“GDI”). On June 30, 2006 we acquired our interest in Goldfarb, using a combination of cash, the shares we held in GDI and our participation in certain Units. GDI was subsequently merged into Goldfarb and our relationship with the Goldfarb group concentrated in direct ownership interests held in Goldfarb. On April 30, 2007 we acquired an additional interest in Goldfarb by means of a cash payment of R$80 million, thereby increasing our total interest to 57.5% of Goldfarb’s shares. On June 29, 2007 our shareholders approved the merger of Key West Participações S.A., into us, which owned a 12.5% equity interest in Goldfarb. In connection with such transaction, we issued 2,022,272 common shares that were subscribed by the former shareholders of Key West Participações S.A., and our capital was increased by R$12.3 million. As a consequence, we increased our total interest in Goldfarb to 70%. On August 31, 2007, we again increased our total interest in Golfarb to 73,33% by making a R$100 million investment in newly issued shares. On September 28, 2007, our shareholders approved the merger of MP Holding Ltda. into us, which owned a 1.67% equity interest in Goldfarb. As a result of such merger, we issued 681,818 new common shares to the former shareholders of MP Holding Ltda., and our capital increased by R$3.3 million and our total interest in Goldfarb increased to 75%. On November 1, 2007 we again increased our total interest in Goldfarb to 77.5% by making a R$100 million investment in newly issued shares. On December 21, 2007, our shareholders approved the merger of MP Holding 2 S/A into us, which owned a 2.5% equity interest in Goldfarb. As a result of such merger, we issued 1,136,364 new common shares to the former shareholders of MP Holding 2 S/A., our capital increased by R$5.7 million and our total interest in Goldfarb increased to 80%.

We exercised in advance our options to purchase up to 100% interest in Goldfarb. In this regard, at the shareholders' meeting held on March 31, 2009, we merged into us MP Holding 3 Ltda., which owned a 20% equity interest in Goldfarb. In view of such merger, we issued 829,644 new shares and 40 subscription bonus, in four different series. On May 4, 2009, the holders of the first series of ten subscription bonus exercised such warrants and we issued 600,720 new shares.

The merger of MP Holding 3 Ltda. was subject to the terms and conditions set forth in the memorandum of understanding entered into by the Company, Mr. Milton Goldfarb and Mr. Paulo Cesar Petrin, dated November 21, 2007, as disclosed in our press release dated November 22, 2007, without any amendment thereto. The memorandum of understanding stipulated, among others, (i) which number of shares to be transferred would be defined based on the formula contained in the press release; and (ii) the schedule for receipt of such shares, which would be carried out on a yearly basis through the next three fiscal years. The market value of Goldfarb would be obtained by comparing PDG Realty's multiples of price per profit at a 35% discount.

On May 2009 there was a conversion of 10 class 1, series A subscription bonus. This resulted on the issuance of 600.270 new common shares. 60.027 of those are common shares by warrant.

On May 2010 there was a conversion of 10 class 1, series B subscription bonus. This resulted on the issuance of 3.886.049 new common shares, 3,388.605 of which are common shares by warrant.

Only three preferred shares are outstanding, which do not confer equity or dividend payment rights to the holder thereof and solely confer voting rights at the shareholders' meeting that approves the financial statements for 2011, in the form of a veto right with respect to (i) the election of two members of the board of directors out of a total of six members; and (ii) the election of the chief executive officer and the real estate development officer.

CHL

Overview: CHL is our business unit focused on the residential real estate development market in the state of Rio de Janeiro, being the second largest developer in such state, with 20 years of operations there, according to a report


45 BZDB01 88044462.3 03-set-10 20:27

released by ADEMI-RJ. CHL is traditionally engaged in the development of residential units for higher-income and higher-middle-income customers. CHL had a banner year in 2008, obtaining significant results as compared to the prior year, such as an increase of general sales volume launched by 184% from 2007 to 2008 and an increase of contracted net sales by 276% in the same period. As a result, it was awarded the most significant award from ADEMI in the state of Rio de Janeiro, the 2008 Master Imobiliário in the Company of the Year category, and also received various awards for its projects. CHL also has a strong presence in the middle-high and high income segment, and commercial real estate developments. More recently, CHL is expecting to grow, through its joint venture with Goldfarb, by exploiting the growth potential of the middle-income and lower-income segments in Rio de Janeiro.

Capital Stock: We currently own 100% of CHL’s voting capital stock. Prior to June 29, 2007 we owned a 40% of CHL’s capital stock. On such date, our shareholders approved the merger of CHL XV Incorporações Ltda, into us, which held a 10% interest in CHL. On November 26, 2007, we subscribed new shares issued by CHL, totaling R$100.0 million, and increased our total interest in CHL to 57.69%. On December 21, 2007, our shareholders approved the merger of CHL XXXIV Ltda., into us, which owned a 12.31% equity interest in CHL. In the transaction, we issued 3,200,000 common shares that we were subscribed by Mr. Rogério Chor, and our capital increased by R$20.2 million. As a consequence, we increased our total interest in CHL to 70%.

We exercised in advance the options to purchase up to 100% interest in CHL. In this regard, at the shareholders’ meeting held on April 29, 2009, we merged CHL LXX Incorporações Ltda., which owned a 30% equity interest in CHL into us. In view of such merger, we issued 779,062 new shares and four subscription bonus, in four different series. On May 4, 2009, the holder of the first series of subscription bonus exercised such warrant and we issued 259,688 new shares.

The merger of CHL LXX Incorporações Ltda, was subject to the terms and conditions set forth in a memorandum of understanding entered into by us and Mr Rogério Chor, dated November 26, 2007, as disclosed in our press release dated November 27, 2007, without any amendment thereto, in particular (i) with respect to the delivery of our shares, which number of shares to be transferred would be defined based on the formula contained in the press release; and (ii) the schedule for receipt of such shares, which will be carried out on a yearly basis through the next three fiscal years. The market value of CHL will be obtained by comparing PDG Realty’s multiples of price per profit at a 35% discount.

Only Class A preferred shares are outstanding, which confer certain equity and certain voting rights upon the holders thereof through the shareholders’ meeting which approves the financial statements for 2011, which includes veto rights with respect to (i) the election of two member of the board of directors out of a total of six members. (ii) the election of the Chief Executive Officer of CHLA; and (iii) certain other matters.

On May 2009 there was a conversion of class 2, series A subscription bonus, resulting on an issuance of 259,688 new common shares.

On May 2010 there was a conversion of class 2, series B subscription bonus, resulting on an issuance of 4,204,896 new common shares.

AGRE

Company incorporated by PDG Realty in June 2010, AGRE is the combination of the operations of AGRA, Abyara and Klabin Segall, companies with extensive experience and tradition in the real estate industry.

AGRA Incorporadora (which preceded the current AGRA) was founded by Luiz Roberto Pinto and Mario Castro in December 1996. Later, in June 1999, Mr. Ricardo Setton joined the company, and in June 2000, Mr. Didier Klotz. On January 31, 2006, the shareholders approved AGRA’s capital increase, among other things, whose capital was subscribed by Cyrela and AGRA resulting on a joint venture. AGRA operates with exclusive focus on activities to incorporate in the residential segment of projects aimed at upper middle class and middle class in the states of São Paulo, (including the ABC Paulista and Santos), Bahia, Rio de Janeiro, Recife and Amazonas. On April 24, 2007, AGRA held its initial public offering shares on the Novo Mercado of the BM&FBOVESPA.

The brand Abyara was launched in the Brazilian real estate market in 1995 when its founding shareholders Celso Minoru Tokuda, Arnaldo Curiati and Emilio José de Almeida Westermann joined to provide real estate services through the CMW Planejamento e Consultoria Imobiliária Ltda., WTC Projetos and Consultoria Imobiliária Ltda,


46 BZDB01 88044462.3 03-set-10 20:27

AEC Cliente Assessoria e Consultoria Ltda., including advisory services and brokerage for new developments. Subsequently, on January 4, 2006, Abyara was formed by such shareholders. Abyara acts as a "full service" business consultant and real estate brokerage involved in all stages of real estate development, including the choice of land, project planning, creation of marketing strategy and the launch of the project with a strong presence in metropolitan São Paulo and the southern and southeastern regions of the country. On July 25, 2006, Abyara held its initial public offering of shares in the Novo Mercado of the BM&FBOVESPA.

Klabin Segall started its activities in the real estate market in 1994, through the companies Segall Empreendimentos Ltda. and Klabin Incorporações e Empreendimentos Ltda., founded by its indirect controllers Sergio de Toledo Segall and Oscar Segall. The Klabin Incorporações e Empreendimentos Ltda. and Segall Empreendimentos Ltda. merged in 1999 forming the Klabin Segall. Klabin Segall is in the business of real estate development in various economic segments of the population, comprising oriented developments from the upper class to lower middle class in the states of Sao Paulo and Rio de Janeiro. On October 5, 2006, Klabin Segall held its initial public offering shares on the Novo Mercado of the BM&FBOVESPA.

PDG São Paulo

This company is owned 100% by the Company and is focused on the operations of middle and upper middle class in São Paulo (with a focus on units from R$200 to R$500 thousands). We’ve completed hiring the responsible team for the operations, composed of professionals with extensive experience in this segment within the State of São Paulo. Throughout 2010 we have already completed the negotiation of options for purchase of land, totaling R$180 million in PSV, approximately. PDG Companhia Securitizadora

This company is owned 100% by the Company and is focused on securitization of real estate receivables, whose activities started in 2009. We performed 3 issuance operations of CRIs in 2009, which totaled more than R$100 million and achieved maturity up to 8 years. These operations relied on ballast-backed ready units, as well as units under construction , besides the co-obligation with PDG Realty. We believe this market presents a great growth potential, being an attractive financing alternative for developers. We present a summary of operations, highlighting the improvement achieved in the rates and deadlines, as detailed below. On July 2009 we completed the first issuance of Real Estate Receivables Certificates (CRI), resulting 45 CRIs with a face value of $ 1 million each. The certificates were issued by our subsidiary company PDG Companhia Securitizadora, with a maturity of three years, guaranteed by PDG Realty and with 80% of receivables of units under construction. The yield was set at a rate of 110% of CDI (from the 1st to the 24th month) and 115% of CDI (from the 25th to the 36th month). Holders of CRIs have option of selling to the PDG Securitizadora or PDG Realty on the 24th month, or by the unit price on the date. As for redemption, the CRIs do not bring this possibility. As for guarantees, these are performed and not performed in relation to its composition, and commercial and residential, in relation to their nature.

On October 2009 the second issuance of CRIs of PDG Companhia Securitizadora was made, amounting to 30 CRIs with a nominal value of approximately R$1 million each. The certificates of the second issuance have a remuneration of 115% of CDI since the issue until the 36th month and 117% of CDI from the 37th to the 60th month, with a payment period of five years and a grace period of principal and interest until the 36th month. The holders of the CRIs from the second issuance have put options against the issuer and the Company and at the end of the 36th month they can resell the asset to the issuer for its unit price. As for guarantees, they are performed and not performed in connection to its composition, and commercial and residential, in relation to their nature.

On November 2009 the third issuance of 25 CRI was held at face value of R$1 million each. The certificates of the third issuance have a remuneration of 110% of CDI with a payment period of eight years and a grace period of principal and interest until the 29th month. Holders of the CRIs from the third issuance have put options against the issuer and the Company and at the end of the 36th month and the 60th month they can resell the asset to the issuer for


47 BZDB01 88044462.3 03-set-10 20:27

its unit price. As for guarantees, they are performed and not performed in connection to its composition, and commercial and residential, in connection to their nature.

On May 2010 the issuance of the 2nd series of the 3rd issuance was held. It resulted with 186 CRIs with face value of approximately R$1 million each. The certificates have a remuneration of IGP-M plus 9.40% per year on the outstanding face value of the current CRI, with payment of the terms of 124 months as from May 7, 2010 to September 7, 2020. As for guarantees, they are performed and not performed in connection to its composition, commercial and residential, in connection to their nature.

Investment Portfolio

In addition to the Business Units described above, we conducted since January 2007, the Investment Portfolio described below:

Lindencorp

Overview: Lindencorp, with headquarters in the city of Sao Paulo, is engaged in the development of real estate projects in the state of São Paulo.

Capital Stock: The Company owns 19.93% of Lindencorp's capital stock. The remaining shares are held by the Fundo de Investimento em Participações Banif Primus, Grupo Adolpho Lindenberg, Grupo Cipasa São Paulo and other private investors.

Operation: Lindencorp develops sophisticated and customized residential buildings for higher-income and higher-middle income customers.

Shareholders' Agreement: The shareholders' agreement entered into between Lindencorp and the other Lindencorp shareholders on May 18, 2006, and consolidated on January 5, due to the execution of the Second Amendment to Shareholders Agreement, and amended on September 28, 2007, contains restrictions on the transfer of shares and mechanisms that allow the shared control of such company. The main provisions of this agreement are: (i) a right of first refusal, which provides that any shareholder who intends to sell its shares in Lindencorp must first offer such shares to the other shareholders, (ii) a drag-along right, which gives any shareholder selling its shares the right to require the other shareholders to sell their shares to the same buyer, (iii) a tag-along right, which grants the shareholders the option to sell their respective shares together with any shareholder that intends to sell its shares, (iv) a preemptive right, which grants shareholders the right to participate in the issuance of new shares or convertible securities in the same proportion as their shareholdings, (v) a sale option granted to us and FIP-Banif, pursuant to which we may require the other shareholders of Lindencorp, in one or more transactions, to purchase our equity interest in Lindencorp for a price not greater than R$1.00 increased by R$1.00 as premium (vi) right of withdrawal in the event that any third party (that is not a party to the shareholders agreement) purchases 70% or more of the shares issued by Lindencorp, (vii) a supermajority quorum for the approval of certain matters and (viii) a right granted to us to elect two members of the board of directors and a right granted to Banif Primus Real Estate Investment Fund to elect one member. The drag-along right (item ii) may be exercised if requested by shareholders representing, at least, 35% of the capital stock. However, prior to the exercise of the drag-along right, the remaining shareholders of Lindencorp will be permitted to acquire the shares held by such shareholder exercising the drag-along right.

Cipasa

Overview: Cipasa develops residential condominiums in land parcels for all income segments in the state of Sao Paulo and has its headquarters located in Sao Paulo. Lindencorp acquired its interest in Cipasa through a capital increase of Cipasa in October 2006.

Capital Stock: Lindencorp currently owns 100.0% of Cipasa's outstanding capital, pursuant to share subscriptions and acquisitions that occurred in October 2006, under a share exchange option granted by Lindencorp's shareholders to Cipasa's shareholders on November 20, 2006 (“Share Exchange Option”). Pursuant to the Share Exchange Option, Cipasa's former shareholders (Cipasa Sao Paulo Empreendimentos e Participacões Ltda. and Ellensbrook Participacifies Ltda., two companies in the land parceling business) exchanged their Cipasa shares for Lindencorp shares on November 29, 2006. The method used for such exchange was the subscription of a capital increase in Lindencorp by Cipasa's shareholders, which was paid in with Cipasa shares.


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REP DI

Overview: REP Real Estate Partners Desenvolvimento Imobiliario S.A., is located in Sao Paulo and resulted from the joint venture between the Company, LDI and the founding shareholders of REP Participações Ltda. (“REP DI”), a consulting and commercial real estate development company. The Company transferred its equity interest in Company REPAC de Participações to REP DI. On July 11, 2008, REP DI obtained its publicly-held company registration before CVM under n° 2153-9.

Capital Stock: The Company hold 25% of the capital stock of REP DI, and LDI owns the remaining shares, resulting in a total direct and indirect equity interest of 39.93%.

Operation: REP DI focuses the Company´s investments in the developments of commercial real estate properties for rental by means of convenience and service centers (“CCS”). These centers offer services to the public residing in the neighborhood where the properties are located and to people passing through the surrounding area.

Shareholders' Agreement: The REP DI shareholders' agreement entered into on October 05, 2007 contains restrictions on the transfer of shares and mechanisms that allow the shared control of REP DI and the special purpose vehicles incorporated by REP DI. The restriction on the free transfer of shares is carried out by means of preemptive rights to purchase such shares. The shareholders' agreement also provides for a tag-along right, which grants the shareholders the right (but not the obligation) to sell or transfer its equity interest to the buyer of the shares held by the other party, based on the same price and under the same terms and conditions. With respect to the sharing of control of REP DI and the special purpose vehicles controlled by REP DI, the shareholders' agreement assures Company the option to elect one member of the board of directors, consisting of four members. Certain matters set forth in REP DI's bylaws require approval by supermajority quorum. The real estate projects we decide not to carry out through of REP DI may be freely developed by Lindencorp.

Brasil Brokers

Overview: Brasil Brokers Participaciões S.A. focuses on providing real estate brokerage and consulting services. It consists of 23 companies and has one of the largest sales team in Brazil with approximately 8.143 brokers currently distributed in 821 sale points among 15 Brazilian states

Capital Stock: The Company currently holds, directly and indirectly, 6.05% of Brasil Brokers' capital stock.

Operation: Brasil Brokers renders general real estate brokerage services, primarily selling and consulting services.

Shareholders' Agreements: On June 30, 2007, the Company and the other shareholders of Brazil Brokers entered into two shareholders' agreements, (i) one to govern the management of Brasil Brokers and its respective subsidiaries, as well as the shareholders' relationships prior to and during the Brasil Brokers IPO (“Pre-IPO Shareholders' Agreement”), and (ii) other to govern the shareholders' relationship after the Brasil Brokers IPO. The rights and obligations set forth in the post-IPO shareholders' agreement include (a) restrictions on sale or transfer of Brasil Brokers shares, and (b) rules concerning voting rights in the meetings of the board of directors and shareholders´ meetings of Brasil Brokers (“Post-IPO Shareholders' Agreement”).

Upon the execution of the Pre-IPO Shareholders' Agreement the parties agreed to take all necessary steps for the implementation of the Brasil Brokers IPO and also to not take any action or perform any operation outside the ordinary course of business developed by the brokers controlled by Brasil Brokers. Upon the financial settlement of the OPO Brasil Brokers in November 2007 the Pre-IPO Shareholders' Agreement became inoperative. On the other hand, the provisions of the Post-IPO Shareholders' Agreement has governed the relationship of the Brasil Brokers' shareholders.

The rights and obligations set forth in the Post-IPO Shareholders' Agreement are: (i) restrictions concerning the transfer of Brasil Brokers shares within the first six years after the completion of the Brasil Brokers IPO, (ii) a right of first refusal, which provides that any shareholder who intends to sell its shares in Brasil Brokers must first offer such shares to the other shareholders; (iii) prohibitions on encumbering the shares of Brasil Brokers; and (iv) supermajority quorums and a prior meeting requirement for the approval of certain matters in shareholders' or board of directors' meetings.

TGLT


49 BZDB01 88044462.3 03-set-10 20:27

Description: TGLT S.A. is a real estate development company that develops primarily residential buildings in Buenos Aires, Argentina, and pther big cities. Recently, TGLT filed a request to raise funds before the stock exchange in Buenos Aires. There are no more definitions of such operation.

Capital Stock: On August 31, 2007, The Company acquired 8,571 Class B registered common shares of TGLT's capital stock for a price in U.S. dollars equivalent to R$13.7 million, representing 30% of TGLT's total voting stock.

Operation: TGLT develops residential buildings for higher-income and high middle-income customers in Argentina.

Shareholders' Agreement: Pursuant to a shareholders' agreement entered into on August 15, 2007 among the Company and Mr. Federico Nicolas Weil - who holds the remaining shares issued by TGLT, equivalent to 70% of TGLT's capital stock - and TGLT's bylaws, the Company has the right to appoint one of the three officers and one of the three members of TGLT's fiscal council (commisión fiscalizadora). Additionally, the shareholders' agreement and TGLT' s bylaws grant the Company veto power in connection with the following matters: (i) acquisition of options to participate in new real estate projects, in case these options' premiums exceed US$1,000,000; (ii) changes exceeding 20% of the annual budget for infra-structure expenses (including sales and management expenses); (iii) acts resulting in the increase of TGLT's indebtedness in an amount exceeding its total shareholders' equity; (iv) the merger of TGLT with other companies and/or acquisition of other companies resulting in a potential dilution of more than 20% per transaction or 33% in the aggregate; (v) investments in business that are not related to the real estate business or mortgages in Argentina; (vi) transactions between TGLT and parties related to Mr. Federico Nicolas Weil; and (vii) changes in TGLT's dividend distribution policy.

a. Participation of the Company in companies of the group

The Company does not participate in companies of the group.

b. Participation of companies of the group in the Company

There is no participation of companies of the group in the Company.

c. Companies under common control

There are no companies under common control.

8.2. Organogram of the economic group which includes the Company, provided it is compatible with the

information presented in item 8.1


50 BZDB01 88044462.3 03-set-10 20:27

(1)

Percentage equivalent to shares held by the Company indirectly through Lindencorp, which owns 100.0% of Cipasa. (2)

The Company holds 25% of the shares of capital stock of REP DI, and the Lindencorp holds the remaining shares, resulting in a total direct and indirect participation of the Company of 39.93%.

8.3. Description of the operations of restructuring, such as acquisitions, mergers, takeovers of

shares, disposals and corporate takeovers, acquisitions and divestitures of important assets, which occurred in the group

3

Fiscal Year ended December 31, 2007

(i) Merger with Key West Participações S.A., company which owned 12.5% of the share capital of Goldfarb, with consequent increase in the capital of the Company of R$12.3 million, with the issuance of 2,022,272 common shares which were issued to former shareholders of Key West Participacoes SA through the Company holds 70% of the shares of Goldfarb;

(ii) incorporation of MP Holding Ltda., which owned 1.67% of Goldfarb, with a consequent increase in the capital of the Company of R$3.3 million by issuance of 681,818 new common shares;

(iii) incorporation of MP Holding 2 SA, company which owned 2.5% of Goldfarb, with a consequent increase in the capital of the Company of R$5.7 million by issuance of 1,136.364 new common shares;

(iv) incorporation of CHL XV Incorporações Ltda., which owned 10% of the CHL, with a consequent increase in the Company's participation in the CHL in the corresponding 10%; and

(v) incorporation of CHL XXXIV Incorporações Ltda., which owned 12.31% of the CHL, with a consequent increase in the capital of the Company of R$20.2 million by issuance of 3.2 million new common shares.


3 When the annual presentation of the form of reference, the information should refer to the last three fiscal years. Upon presentation of the form

of reference on behalf of the application for registration of public distribution of securities, the information should refer to the three fiscal years and the current fiscal year.


51 BZDB01 88044462.3 03-set-10 20:27

(vi) incorporation of MP Holding 3 Ltda., which owned 20% of common shares issued by Goldfarb. Due to the merger the Company issued 829,644 new shares and 40 warrants, in four different series.


(vii) incorporation of CHL LXX Incorporations Ltda., which owned 30% of common shares issued by the CHL. Due to the merger the Company issued 779,062 new shares and 4 warrants, in four different series.


(viii) incorporation of the shares of AGRE Empreendimentos Imobiliários S/A. Due to the merger the Company issued 148,500,001 new shares delivered to former shareholders of AGRE.

8.4. Other relevant information

There is no other relevant information about this item 8.


52 BZDB01 88044462.3 03-set-10 20:27

9. MATERIAL ASSETS

9.1. Description of assets of non-current assets for the development of the Company:

a. Fixed assets, including those subject to rent or lease, identifying its location

Consolidated

06/30/2010

Consolidated

12/31/2009

Consolidated

12/31/2007

Consolidated

12/31/2006

Annual

Depreciation

Rate

Cost Accrued

Depreciation

Net Fixed

Assets

Net Fixed

Assets

Net Fixed

Assets

Net Fixed

Assets

Ongoing Fixed Assets - 16,237 - 16,237 12,078 - -

Fixed Assets in Use

298,758 (147,681) 151,077 70,234 75,689 4,987

Plots - 30,224 - 30,224 12,223 12,418 764

Buildings 4% 4,245 (156) 4,089 1,819 8,523 2

Machinery and Equipment 10% 13,168 (2,237) 10,931 7,000 3,934 264

Furniture and Fixture 10% 15,591 (6,529) 9,062 2,.941 2,203 1,316

Computers 20% 12,025 (4,878) 7,147 3,221 2,269 1,994

Vehicles 20% 722 (392) 330 4,770 5,291 65

Booth Sales (*) 203,179 (129,642) 73,537 37,591 40,099

-

Benfeitoria em Imóveis de

Terceiros 10% 8,128 (3,499) 4,629 - - -

Others 0% a 10% 11,476 (348) 11,128 669 952 582

Total

314,995 (147,681) 167,314 82,312 75,689 4,987 * The annual depreciation rate depends on the useful life of each sales stand.

Location

SP RJ PR BA PA MG MS Saldo SP RJ PR BA PA MG MS

Ongoing Fixed Assets

06.30.2010 100% -

-

-

- -

-

16,237

16,237

-

-

-

-

-

-

2009 100% -

-

-

- -

-

12,078

12,078

-

-

-

-

-

-

2008 -

-

-

-

- -

- -

-

-

-

-

-

-

-

2007 -

-

-

-

- -

- -

-

-

-

-

-

-

-

Plots

06.30.2010 100% -

-

-

- -

-

30,224

30,224

-

-

-

-

-

-

2009 100% -

-

-

- -

-

12,223

12,223

-

-

-

-

-

-

2008 100% -

-

-

- -

-

12,418

12,418

-

-

-

-

-

-

2007 100% -

-

-

- -

-

764

764

-

-

-

-

-

-


53 BZDB01 88044462.3 03-set-10 20:27

SP RJ PR BA PA MG MS Saldo SP RJ PR BA PA MG MS

Buildings

06.30.2010 91% 9%

-

-

- -

-

4,089

3,721

368

-

-

-

-

-

2009 92% 8%

-

-

- -

-

1,819

1,674

146

-

-

-

-

-

2008 100% -

-

-

- -

-

8,523

8,523

-

-

-

-

-

-

2007 64% 36%

-

-

- -

-

2

1

1

-

-

-

-

-

Machinery

and

equipment

06.30.2010 89% 6%

- 1% 1% - 3%

10,931

9,729

656

-

109

109

-

328

2009 56% 44%

-

-

- -

-

7,000

3,920

3,080

-

-

-

-

-

2008 83% 17%

-

-

- -

-

3,934

3,265

669

-

-

-

-

-

2007 95% 5%

-

-

- -

-

264

251

13

-

-

-

-

-

Furniture

and fixtures

06.30.2010 70% 26% 1% 2% 1% -

-

9,062

6,343

2,356

91

181

91

-

-

2009 60% 40%

-

-

- -

-

2,941

1,765

1,177

-

-

-

-

-

2008 45% 55%

-

-

- -

-

2,203

991

1,212

-

-

-

-

-

2007 53% 47%

-

-

- -

-

1,316

697

619

-

-

-

-

-

Computers

06.30.2010 32% 39%

- 1% 1% 26% 1%

7.147

2,287

2,787

-

71

71

1,858

71

2009 59% 40%

- 1%

- -

-

3,221

1,900

1,288

-

32

-

-

-

2008 45% 55%

-

-

- -

-

2,269

1,021

1,248

-

-

-

-

-

2007 59% 41%

-

-

- -

-

1.994

1,176

818

-

-

-

-

-

Vehicles

06.30.2010 89% 11%

-

- -

-

330

294

36

-

-

-

-

-

2009 100% -

-

-

- -

-

4.770

4,770

-

-

-

-

-

-

2008 100% -

-

-

- -

-

5,291

5,291

-

-

-

-

-

-

2007 100% -

-

-

- -

-

65

65

-

-

-

-

-

-

Booth sales

06.30.2010 74% 13% 2% 8% 3% -

-

73,537

54,417

9,560

1,471

5,883

2,206

-

-

2009 76% 24%

-

-

- -

-

37,591

28,569

9,022

-

-

-

-

-

2008 70% 29% 1%

-

- -

-

40,099

28,069

11,629

401

-

-

-

-

2007

- -

-

-

- -

- -

-

-

-

-

-

-

-

Boon to

Third Party

Property

06.30.2010 41% 23% 10% 19% 7% -

-

4,629

1,898

1,065

463

880

324

-

-

2009

- -

-

-

- -

- -

-

-

-

-

-

-

-

2008

- -

-

-

- -

- -

-

-

-

-

-

-

-

2007

- -

-

-

- -

- -

-

-

-

-

-

-

-

Others 06.30.2010 90% 8% 2%

-

- -

-

11.128

10,015

890

223

-

-

-

-

2009 5% 71% 24% -


54 BZDB01 88044462.3 03-set-10 20:27

- - - 669 33 475 161 - - - -

2008

- 100%

-

-

- -

-

952

-

952

-

-

-

-

-

2007 93% 7%

-

-

- -

-

582

541

41

-

-

-

-

-

Leasing - Financial

The Company has a contract of financial leasing of an Aircraft Cessna Model 550 (Citation Bravo),

with Safra Leasing SA Arrendamento Mercantil, hired on January 15, 2010 for a period of forty-

two months. The Company also has a contract with the Banco Commercial Investment Trust do

Brasil SA - a multiservice bank of financial leasing – for six cranes model ZHONGWEN QYZ63,

entered into June 4, 2008 for a period of thirty-six months. The Company paid off the lease with

Bradesco Leasing SA of an aircraft King Air C-90 and, in March 25, 2010, sold it for R$5,100. The

net value of the aircraft downloaded from the category of fixed assets was R$4,288 on the sale

date, and revenues earned in this transaction were of R$812.

Given the CVM Deliberation No. 554 of November 12, 2008, we present the following data

relating to leases:

Financial Leasing 30/6/2010 31/12/2009 Acquisition

Cost - 06 Cranes Model ZHONGWEN QYZ63 2,340 2,340 6/4/2008

Cost – Aircraft Cessna Model 550

(Citation Bravo) – Ano 2006

7,806 5,095 1/15/2010

Accrued Depreciation (833) (1,092)

Total 9,313 6,343

The Company recognized in the results of the first semester of 2010 the depreciation expense of

R$461 relating to leasing transactions.

The assets of the transaction is recorded in the financial statements under "Fixed Assets" and has

been depreciated as the estimated useful life of the asset. The liability of the transaction is recorded

at present value under the heading "Loans and Financing", whose maturity, fees and guarantees are

described in Note 12.

The present value of future minimum lease transactions with on June 30, 2010 is as follows:

Current value of future payments 06/30/2010 31/12/2009

Current Installment 2,717 2,585

Non-current Installment 5,936 3,135


55 BZDB01 88044462.3 03-set-10 20:27

Total 8,653 5,720

b. Patents, trademarks, licenses, concessions, franchises and contracts of technology transfer, informing:

i. duration

The term of the Company's trademarks and patents is the statutory period of 10 years for brands, extendable for equal successive periods, and 20 years for patents, according to Law 9279/96. With regard to the domains, the domain "goldfarb.com.br", owned by our subsidiary Goldfarb, as well as Goldfarb’s domains related to projects, as described below, has duration of 1 year. Moreover, the domains of the Company and CHL, as identified below, also have a 1-year duration.

ii. Affected area

Brazilian Territory.

iii. Events that can cause loss of rights related to such assets

There are no events that can cause loss of rights related to such assets, in addition to those provided in law.

iv. possible consequences of the loss of such rights to the Company

The Company will have to develop its activities through other brands of the group only, what we do not believe that should cause a material impact on our activities. That is, any rejections of patents, trademarks, licenses and domains will cause no adverse effects on our activities or projects developed, launched and marketed by the Company.

The Company holds two records of the brand “PDG”, both in the class of products and services NCL (8) 36, granted on 8/18/2008, and is the holder of four domain names, the most relevant of which is “www.pdgrealty. com.br”. Additionally, our Business Unit Goldfarb holds eight records of the brand Goldfarb, considered important for the development of its activities, as well as 28 domains related to the developments it built, which are: BRANDS

1) Goldfarb Presentation: Nominative Product or Service Class: NCL (8) 36 Specification: materials for construction and paving; items used in plumbing, sinks, bathroom fixtures and similar items; prefabricated or pre-molded. Granting of registration: 12/10/1991 Duration: 12/10/2011

2) G Goldfarb Presentation: Mixed Product or Service Class: NCL (8) 19 Specification: Building materials (non metallic), non-metallic rigid pipes for building, asphalt, tar and bitumen, non-metallic transportable buildings, monuments not of metal. Granting of registration: 12/10/1991 Duration:12/10/2011

3) G Goldfarb Presentation: Mixed Product or Service Class: 37:05-40 37 - Services of architecture, engineering, technical design, construction, study and graphic representation of the origin, formation, evolution and transformation of the globe, prospecting, landscaping, decorating 05 - Architectural and engineering. 40 - Construction and repair of civil works


56 BZDB01 88044462.3 03-set-10 20:27

CFE (4) – 27.5.1 - Letters presenting a special form of writing; 26.7.1 - Circles or ellipses with one or more segments and / or sectors of circles or ellipses Granting of registration: 08/17/1993 Duration: 08/17/2013

4) G Goldfarb Presentation: Mixed Product or Service Class: 19 - Materials for construction and paving, prefabricated or pre-molded structures, wood, sanitary equipment, plumbing and hoses. 10 - Materials for building and paving in general. 30 - Sinks, sanitary ware and similar items. 40 - Articles used in plumbing. CFE (4) – 27.5.1 - Letters presenting a special form of writing; 26.7.1 - Circles or ellipses with one or more segments and / or sectors of circles or ellipses Granting of registration: 08/03/1993 Duration: 08/03/2013

5) Goldfarb

Presentation: nominal Product or Service Class: 40 - This class includes services not provided in classes 36, 37, 38, 39 and 41. 15 - Auxiliary services to the trade of goods, including import and export. 25 - Services of agency, training and supply of manpower in general. Granting of registration: 08/12/2007 Duration: 08/12/2007

6) G Goldfarb Presentation: Mixed Product or Service Class: 40 - This class includes services not provided for in classes 36, 37, 38, 39 and 41. 15 - Auxiliary services to the trade of goods, including import and export. 25 - Services of agency, training and supply of manpower in general. Granting of registration: 08/12/2007 Duration: 08/12/2017

7) Goldfarb Presentation: Mixed Product or Service Class: NCL (8) 19 Building materials (non metallic), non-metallic rigid pipes for building, asphalt, tar and bitumen, non-metallic transportable buildings, non-metallic monuments. CFE (4): Letters presenting a special form of writing Granting of registration: 09/25/2007 Duration: 09/25/2017

8) Goldfarb Presentation: Mixed Product or Service Class: NCL (8) 34 Construction, repairs, installation services. CFE (4): 27.5.1 Letters presenting a special form of writing Granting of registration: 10/30/07 Duration: 10/30/2017

DOMAINS

domain: acquavitamooca.com.br domain: agorada.com.br domain: alphaview.com.br


57 BZDB01 88044462.3 03-set-10 20:27

domain: altavistavilamaria.com.br domain: apiceresidencial.com.br domain: brisasdoparque.com.br domain: condominiolavita.com.br domain: essencialresidence.com.br domain: euqueroumapartamento.com.br domain: feiraogoldfarb.com.br domain: goldfarb.com.br domain: goldfarbplanetlife.com.br domain: jardimgardenia.com.br domain: melhordazonanorte.com.br domain: moremelhor.com.br domain: primejaguare.com.br domain: privilegetatuape.com.br domain: reservadasacacias.com.br domain: reservadoslagos.com.br domain: residencialplenitude.com.br domain: residencialvitoria.com.br domain: spirarelapa.com.br domain: supremeresidencial.com.br domain: terrazamarina.com.br domain: terrazzamarina.com.br domain: veritafreguesia.com.br domain: vertitafreguesia.com.br domain: villagiodoparque.com.br

Our Business Unit CHL is holder of three registration applications of brands and one of domain, they are:

BRANDS

1) O2 Corporate & Offices Presentation: Mixed Product or Service Class: NCL (9) 36 CFE (4): 1:15:15 - Clouds, fog, steam, smoke / 1:15:11 - drops / 27.5.1 - Letters presenting a special form of writing

Current status: published in the registration request 01/08/2008

2) Aluguel Nunca Mais Presentation: Mixed Product or Service Class: NCL (9) 36 Insurance, financial business, monetary business, real estate business. CFE (4): 26.1.1- Circles / 26.4.2 – Rectangles/ 27.5.1 – Letter presenting a special form of writing

Status: published in the registration request in 03/04/2008

3) Plaza Office Campo Grande Presentation: Mixed Product or Service Class: NCL (9) 3 Insurance, advertisement, business management, business administration, office functions. CFE (4): 27.5.1 – Letters presenting a special form of writing

Status: published in the registration request in 12/09/2008

DOMAIN

domain: chlvendas.com.br

Our subsidiary Lindencorp holds an application for the brand Lindencorp, whose transfer was recently concluded, but has not yet been endorsed by the INPI.


58 BZDB01 88044462.3 03-set-10 20:27

c. Companies in which the Company has an interest

Subparagraphs (i) to (vi) of subsection 9.1 (c) are described below:

Company name Developed activities

Company Participation

Subsidiary or associated company

Record in CVM Headquarters

Investment in 03.30.10 (in R$ Thousand)

Investimento em 12.31.09 (em R$ Thousand

Investiment in 12.31.08 (in R$ Thousand)



The Goldfarb activities are concentrated in developing economic and popular residential units for families with monthly income between 5-20 minimum salary, with a business structure model based in the standardization of the construction and incorporation process and the vertical integration of production

100% Subsidiary

Don’t have (had the record canceled in 12/18/2009)

São Paulo - Brazil

1,191.304 426,204 278,642 260,518


The CHL activity is the incorporation market of residential real estate in the State of Rio de Janeiro, being one of the largest developers in that state, especially in middle and upper-middle classes.

100% Subsidiary Don’t have Rio de Janeiro - Brazil 243,877 201,776 89,976 85,475


59 BZDB01 88044462.3 03-set-10 20:27









PDG Companhia Securitizadora

Company focused on securitization of real estate receivables, whose activities started in 2009.

100% Subsidiary

CVM Code 02164-4 (Recorded in 10/03/2008)

Rio de Janeiro – Brazil

489 - - Not applicable

PDG São Paulo Incorporações S.A.

Company focused on operations of middle and upper middle class in São Paulo (with a focus on units from R$200 to $ 500 thousand).

100% Subsidiary Don’t have São Paulo - Brazil

4,661 Not

applicable Not

applicable Not

applicable

AGRE Empreendimentos Imobiliários S/A

Company incorporated by PDG Realty in June 2010, AGRE is the combination of the operations of AGRA, Abyara and Klabin Segall, companies with extensive experience and tradition in real estate market.

100% Subsidiary

Don’t have (had its CVM Code 21911 Record canceled)

São Paulo - Brazil

1,950,389 - - -

Lindencorp Desenvolvimento Imobiliário S.A.

The Lindencorp aims to explore the market for residential real estate development for the upper and upper-middle classes in the State of São Paulo. Lindencorp focuses on developing customized designs and sophisticated projects.

19,93% Subsidiary Don’t have São Paulo - Brazil

49,396 49,396 30,396 14,181

Cipasa 19,93% Vested Don’t have São Paulo - - - - -


60 BZDB01 88044462.3 03-set-10 20:27









Desenvolvimento Urbano S.A.

Explore the market allotment of land for residential condominiums for all income segments in the State of São Paulo.

Brazil

Real Estate Partners Desenvolvimento Imobiliário S.A.

Focuses the Company's investments in commercial real estate projects aimed at income generation through the development of convenience and service centers, which are aimed at serving the public resident in the region where theu are located

39,93% Subsidiary

CVM Code 21539 (recorded in 07/11/2008)

São Paulo - Brazil

10,268 11,675 10,493 9,021

Brasil Brokers Participações S.A.

Real estate brokerage service with a focus on performance and market intermediation and real estate consulting.

6,05% Vested

CVM Code 21180 (recorded in 10/26/2007)

Rio de Janeiro - Brazil

42,411 2,660 2,660 2,660

TGLT S.A.

Explore the market for residential real estate development for the upper and middle-high classes in Argentina

30% Vested Don’t have Buenos Aires - Argentina

30,843 29,810 50,307

12.,399

(viii) Market value of participation according to the stock price at the end of the fiscal year, when such shares are

traded on organized securities markets.

Except for Brasil Brokers, the Subsidiaries are not listed on a stock exchange, so there is no market value of participation. The table below shows the market value of the participation of the Company in the Brasil Brokers:


61 BZDB01 88044462.3 03-set-10 20:27

R$ Semester ended Fiscal Years ended Fiscal Yaer ended Fiscal Yaer ended

06.30.2010 12.31.2009 12.31.2008 12.31.2007

Market value Brasil Brokers

59,463,324.83 63,919,374.48 16,275,766.65 93,708,959.50

Participation in the AGREE is now held only in June 2010 when it ceased to be publicly traded. (ix) appreciation or depreciation of such participation in the last three fiscal years, according to the book value and

(x) appreciation or depreciation of such participation, in the last three fiscal years, according to market value,

according to the quotation of shares on the date of closing of each fiscal year, when such shares are traded on

organized markets

With the exception of the devaluation of the market value of the participation of the Company in Brasil Brokers in 2008, and its recovery in the year of 2009, according to the table in paragraph (viii) above, there were no appreciation or depreciation of market value or book value of the Company's participation in other Subsidiaries in the last three fiscal years. (xi) Dividends

Company/Year (in R$) 2007 2008 2009 06.30.2010 Total

Gold 459,355 - - - 459,355

CHL - 4,906,609 2,260,000 - 7,599,605

REP DI - - - - -

Lindencorp 3,428,256 1,170,000 429,000 - 5,609,299

Cipasa - - - - -

Brasil Brokers - - 51,079 - 51,079

TGLT - - - - -

Total 3,428,256 6,076,609 2,740,079 - 13,259,983

(xii) Reasons for the acquisition and maintenance of such participation. The reason for maintaining such investments is the development of our real estate development activities, the growth of sector and the expectation of their future income.

9.2. Others information deemed relevant by the Company

There is no other relevant information about this item 9.


62 BZDB01 88044462.3 03-set-10 20:27

10. COMMENTS OF THE MANAGERS

10.1. The managers must comment about:

a. Financial and Assets Conditions in generals

The macro-economic environment positively influenced Brazilian real estate market during 2006. Since it provided three factors that are extremely relevant to our market: (i) inflation under control; (ii) a decrease in interest rates and (iii) increased income. Another key factor for the sector’s growth was the increased availability of credit both to finance the construction of buildings and for the buyer of real estate. Private banks have funded in 2006, R$9.5 billion, a growth of 75.9% over the previous year. At the end of 2006, we focused much of our performance in the economic market via Goldfarb, with the total launched by PDG Realty un this year (R$761.7 million), 87% were directed to this segment. The sales volume was also significant (total sold of R$563.9 million), putting us as one of the main developers in Brazil.

During 2007, the real estate market was driven by the growth of Brazilian economy, with main vectors being the maintenance of the volume of credit and decrease in SELIC rate. In that same year we attended the launching of 73 projects, which amounted to R$2.26 billion in PSV Launched, R$1.233 billion related to PSV Launched PDG Realty, representing an increase of 309% compared to 2006. For sales, we had great prominence in the industry, with a total contracted sales until December 31, 2007 of R$2.077 billion, from which R$969.95 million were the pro rata share of PDG Realty. Of the total units launched during 2007, 77% were sold. We also highlight that throughout 2007 we performed three public funding operations, totaling R$1,467 million, of which R$1,257 million joined the Company's cash (historical values). All these operations have resulted in extensive growth of our operations, as well as a solid cash position. In 2008 the financial crisis hit the world's leading economies, with their reflections on the Brazilian real estate market, especially as regards the grant of credit (customers and developers), and significant reduction in sales. With funding operations in 2007 (IPO, first issuance of debentures of the Company and public offering of shares of the Company), we could normally proceed with our business plan, achieving significant operational and financial indexes, whereas in comparison with other publicly held real estate developers, PDG Realty occupied the third place in launches and sales (in 2006 and 2007 we occupied the 5th and 4th places respectively). During 2008 we launched over 85 projects, which amounted to R$3.77 billion in PSV Launched, R$2.61 billion related to PSV Launched PDG Realty. Contracted sales reached R$1.81 billion, with over 14,000 units sold. In 2009, the federal government launched the "My Home My Life," which consists of several initiatives to increase housing supply and purchasing power of Class C to E, with income of up to ten minimum wages, which is currently valued at R$465.00 and reduce the housing deficit in Brazil, now at 7.2 million homes. Such macroeconomic event, significantly leveraged the industry and provided PDG an even greater market expansion due to be one of the largest developers in Brazil with focus on low income. In the midst of significant government subsidies and economic growth, the Company has reached the level of R$3,026.6 million in launches and R$2,670.3 million in sales, ranking among the top 3 developers in the industry.

b. Capital structure and the possibility of redemption of shares or quotas, indicating:

i. chance of redemption

ii. formula for calculating the redemption value

There is no chance of redemption of shares of the Company other than those provided by law.

c. Ability to pay in relation to financial commitments

For the year ended December 31, 2006, we presented a cash of R$39.4 million, for a total debt of R$112.8 million, totaling a net debt position of R$73.3 million. This value shows a good condition of solvency of company, because it represented 29% of net worth on that date.

Throughout the year 2007, we conducted three fundings: IPO, in which we raised approximately R$440.0 million (held in January 2007), first issuance of non-convertible debentures in July 2007 (“1st Issuance”) totaling R$250.0


63 BZDB01 88044462.3 03-set-10 20:27

million and initial public offering in July 2007, totaling approximately R$575.0 million. With these transactions we closed 2007 with an extremely strong cash position, with a total net cash of R$230.9 million at December 31, 2007.

In 2008, we invested most of the funds raised in the last year, and because of the financial crisis that hit the world markets, we observed no favorable conditions for the issuance of debts or other types of funding. On December 31, 2008, we present a net debt of R$610.4 million, representing 41.3% of the net worth on that date.

Our net debt for the year 2009 was R$404.9 million and our net worth on that date was R$2,940.8 million. Thus, our net worth had coverage ratio of 7.3 times our net debt. This means that for each R$1.00 of our net debt we have R$7.30 of net worth to cover the balance. Thus, we believe that our existing resources and operating cash flow will be sufficient to meet our liquidity needs and our financial commitments already contracted. We note that during 2009, we held the second and third issuance of convertible debentures (“2nd Issuance” and “3rd Issuance”, respectively), held respectively in April and September 2009. These issuances represented a cash inflow of approximately R$570.0 million.

d. Sources used in finance for working capital and for investment in non-current assets

Most of the funds raised in 2006 relates primarily to resources obtained through the Housing Financial System (SFH) of the total debt on that date (R$112.8 million), approximately R$60 million relate to financing projects.

In 2007, we highlight the 1st Issuance of non-convertible debentures, which totaled R$250.0 million. With this transaction, our debt totaled R$490.9 million at December 31, 2007.

Throughout the year 2008 in line with the growth of our operation, we continued to raise funds to obtain work capital and funding for our works through the SFH. On December 31, 2008, our funding totaled R$866.8 million.

For 2009, we highlight the 2nd and 3rd Issuance of convertible debentures held respectively in April and September 2009. These issuances represented a cash inflow of approximately R$570.0 million. On December 31, 2009, the Company's indebtedness totaled R$1,505.9 million.

e. Financing sources for working capital and for investment in non-current assets to use for converging

liquidity deficiencies

As in fiscal years 2006 and 2008, the Company intends to make use of available funding from the Housing Finance System (SFH) and other borrowing facilities with financial institutions to raise funds for investment in non-current assets and, repeating what occurred in fiscal years 2007 and 2009, intends to use the issuance of debentures to finance their working capital and other investments.

f. Debt levels and the characteristics of such claims, describing also :

i. Loan agreements and relevant financing

ii. Other long-term relations with financial institutions

iii. Subordination degree between the debts

iv. Any restrictions imposed on the Company, particularly in relation to limits

of indebtedness and contracting of new debts, distribution of dividends, disposal of assets, the

issuance of new securities and the sale of corporate control


64 BZDB01 88044462.3 03-set-10 20:27

Consolidated (in R$ Thousand)

Charges 6/30/2010 12/31/2009 12/31/2008 12/31/2007 Maturity Garantees Creditor

PDG Realty S.A. Empreendimentos

Participações

Dinamarca Empreendimentos

Imobiliários SPE Ltda.

CDI + 1,9% p.a.

769 768 776

- jan/11 PDG Personal Garantee Votorantim

Gold Amapá Empreendimentos

Imobiliários SPE ltda

TR + 11% p.a.

6,547 3,441

-

- apr/14

Mortgage / Receivables / PDG Personal Garantee

Bradesco

Gold Aruba Empreendimentos


CDI + 1,9% p.a.

-

768 776


Gold Beige Empreendimentos


TR + 10,70%

p.a.

5,452

-

-

-

jun/12 Mortgage Itaú

Gold Cuiabá Empreendimentos


TR + 10,50%

p.a.

2,272

-

-

-

oct/11 Mortgage Santander

Gold Groelândia Empreendimentos


CDI + 1,90% p.a.

-

1,024

-


Gold Ilhéus Empreendimentos


CDI + 1,9% p.a.

-

255 259


Gold Orange Empreendimentos


CDI + 1,9% p.a.

-

768 776


Gold Polônia Empreendimentos


CDI + 1,9% p.a.

513 512 518


Gold Porto Velho Empreendimentos


CDI + 1,9% p.a.

1,025 1,024 1,035


Gold Portugal Empreendimentos


CDI + 1,9% p.a.

513 2,257 518




TR + 11% p.a.

2,797

-

-

- aug/12 Mortgage

Banco do Brasil

Gold Red Empreendimentos


CDI + 1,9% p.a.

-

-

-

-

jan/11 PDG Personal Garantee Votorantim

Gold Sudão Empreendimentos


CDI + 1,9% p.a.

769,00

775 776


Gold Tunísia Empreendimentos


CDI + 1,9% p.a.

-

614

-


Gold Turquia Empreendimentos


CDI + 1,9% p.a.

1,538 1,535 1,553




TR + 8,3% p.a.

318

-

-

- oct/12 Mortgage / Receivables / Guaranty Caixa

Gold Withe Empreendimentos


CDI + 1,9% p.a.

769 767 776


Goldfarb PDG 2 TR + 11% 4,234 aug/12 Mortgage Banco do


65 BZDB01 88044462.3 03-set-10 20:27



Incorporações Ltda. p.a. - - - Brasil PDG Realty S.A.

Empreendimentos e Participações

8,25% 23,203

-

-

- feb/18 PDG Personal Garantee FINEP

PDG Realty S.A. Empreendimentos e

Participações 5,25% 23,067

-

-

-

feb/18 PDG Personal Garantee FINEP

PDG Realty S.A. Empreendimentos e

Participações

CDI + 2,5% p.a.

4,127 7,201 500

- feb/11

Mortgage/Receivables/Proportional Guaranty

IBM

Total PDG Realty 77,913 21,709 8,263

-

Goldfarb e PDG Co Alencar Araripe

Empreendimentos Imobiliários Ltda.

IGPM + 12,0% p.a.

-

-

5,068

- oct/11 Participation Share

Rio Bravo / GMAC

Alencar Araripe Empreendimentos Imobiliários Ltda.

TR + 9% p.a.

-

-

5,981

- aug/09


ABN Amro

Alves Pedroso Empreendimento Imobiliário Ltda.

TR + 8,3% p.a.

584 834 500

- sep/10


Caixa

Amsterdam Empreendimentos


TR + 10,5% p.a.

35,294 27,906 6,800

- feb/11


ABN Amro

Áustria Empreendimentos


TR + 10,5% p.a.

13,504 18,796 11,043

- jun/11


ABN Amro

Big Field S.A Incorporações

TR + 10,5% p.a.

18,969 11,827

-

- nov/11


Itaú

Dinamarca Empreendimentos


CDI + 1,90% p.a.

769 768 776


Estela Borges Empreendimentos Imobiliários Ltda.

TR + 10% p.a.

14,061 7,119 667

- mar/12


Itaú

Estela Borges Empreendimentos Imobiliários Ltda.

INCC + 12,0% p.a.

-

-

1,134

- sep/11 Participation pledge Cyrela

Finlândia Empreendimentos


TR + 11% p.a.

-

-

6,614

- nov/09


Unibanco

Gold Acapulco Empreendimentos


TR + 11% p.a.

-

4,316

-

- mar/12 Mortgage / PDG Personal Garantee Caixa

Gold Acre Empreendimentos


CDI + 1,30% a.a

-

-

16,447

- jul/11

Mortgage / PDG Personal Garantee

Itaú

Gold Alaska Empreendimentos


CDI + 1,90% p.a.

1,006 1,024 1,035


Gold Amapá Empreendimentos


TR + 11% p.a.

6,547 3,441

-

- apr/14


Bradesco

Gold Argentina Empreendimentos


CDI + 1,90% p.a.

1,538 1,536 1,553


Gold Aruba Empreendimentos


CDI + 1,90% p.a.

1,538 768 776


Gold Beige TR + 5,452 - jun/12 Mortgage Itaú


66 BZDB01 88044462.3 03-set-10 20:27



Empreendimentos Imobiliários SPE Ltda.

10,7% p.a. - -

Gold Black Empreendimentos


TR + 9,92% p.a.

3,589 - - - oct/11 Mortgage Caixa

Gold Canadá Empreendimentos


CDI + 1,9% p.a.

1,025 1,024 1,035


Gold Canadá Empreendimentos


TR + 11,5% p.a.

3,639

- -

-

aug/11 Mortgage Santander

Gold Cancun Empreendimentos


CDI + 1,90% p.a.

4,614 4,606 4,658


Gold Celestino Bourroul Empreend. Imobiliários

SPE Ltda.

TR + 10,5% p.a.

4,785 11,078 2,703

- apr/10


Itaú

Gold Cuiabá Empreendimentos


TR + 10,5% p.a.

2,272

-

- - oct/11 Mortgage Santander

Gold Escócia Empreendimentos


CDI + 1,90% p.a.

4,101 6,259 4,140


Gold Escócia Empreendimentos


CDI + 10,5% p.a.

8,372 2,165

-

- jul/09


Santander

Gold França Empreendimentos


TR + 10,5% p.a.

22,541 17,538

-

- sep/11


Itaú

Gold Groelândia Empreendimentos


CDI + 1,90% p.a.

1,781 1,024 2,070


Gold Haiti Empreendimentos


TR + 9% p.a.

2,871,00

113 5,234

- feb/10


ABN Amro

Gold Ilhéus Empreendimentos


CDI + 1,90% p.a.

513 256 259


Gold Índia Empreendimentos


CDI + 1,90% p.a.

2,563 2,559 2,588


Gold Irlanda Empreendimentos


CDI + 1,90% p.a.

1,845 1,842 1,863


Gold Irlanda Empreendimentos


TR + 8,3% p.a.

2,871

-

-

- feb/13 Mortgage / Receivables / Guaranty Caixa

Gold Jamaica Empreendimentos


TR + 9,5% a.a

-

-

6,130

-

jul/09 Mortgage/Receivables/Proportional

Guaranty Safra

Gold Lisboa Empreendimentos


TR + 12,0% p.a.

11,415 12,998

-

- jul/11


HSBC

Gold Madri Empreendimentos


TR + 10,5% p.a.

-

-

3,051

- jan/10


ABN Amro

Gold Mali Empreendimentos


TR + 9,92% p.a.

-

-

-

- sep/13 Mortgage / Receivables / Guaranty Caixa

Gold Marília Empreendimentos

CDI + 1,50% p.a.

43,833 39,848 25,055

- oct/10


Votorantim


67 BZDB01 88044462.3 03-set-10 20:27



Imobiliários SPE Ltda. Gold Marrocos

Empreendimentos Imobiliários SPE ltda

TR + 10,5% p.a.

7,639 4,544

-

- oct/11


ABN Amro

Gold Milano Empreendimentos


TR + 10,7% p.a.

3,331

-

- - jun/12 Mortgage Itaú

Gold Minas Gerais Empreendimentos


TR + 12,0% p.a.

16,904 19,901 1,812

- jun/11


HSBC

Gold Minas Gerais Empreendimentos


CDI + 1,9% p.a.

3,751 1,791 1,811


Gold Mônaco Empreendimentos


TR + 11,5% p.a.

7,196 3,772

- - sep/11

Mortgage/ Fiduciary Assignment/ Guaranty

Santander

Gold New York Empreendimentos Imobiliários Ltda.

TR + 8,3% p.a.

570 277

-

- feb/13


Caixa

Gold Noruega Empreendimentos


CDI + 3,00% p.a.

68,359 32,110 21,808

- mar/11


Votorantim

Gold Oceania Empreendimentos


CDI + 1,90% p.a.

1,025 1,024 1,035


Gold Orange Empreendimentos


CDI + 1,90% p.a.

1,538 768 776


Gold Panamá Empreendimentos


TR + 10,5% p.a.

21,343 14,632 3,370

- nov/10


Bradesco

Gold Paraíba Empreendimentos


TR + 10,5% p.a.

3,056 1,836

-

- dec/17


Caixa

Gold Polônia Empreendimentos


CDI + 1,90% p.a.

513 512 518


Gold Porto Velho Empreendimentos


CDI + 1,90% p.a.

1,025 1,024 1,035




CDI + 1,90% p.a.

513 512 518




TR + 11,0% p.a.

2,797 1,745

-

- aug/12 Mortgage

Banco do Brasil

Gold Properties Vila Guilherme S.A.

TR + 11,5% a.a

-

-

9,202

- jul/09 Mortgage Itaú

Gold Purple Empreendimentos


CDI + 1,90% p.a.

1,336 1,541 1,553


Gold Purple Empreendimentos


TR + 10,5% p.a.

-

-

-

-

may/12 Mortgage/ Credit Rights Bradesco

Gold Recife Empreendimentos


TR + 10,5% p.a.

9,970 9,330

-

- aug/10


Bradesco

Gold Red Empreendimentos


CDI + 1,90% p.a.

3,588 1,791 1,811


Gold Roraima CDI + 1,538 1,535 1,553 jan/11 PDG Personal Garantee Votorantim


68 BZDB01 88044462.3 03-set-10 20:27



Empreendimentos Imobiliários SPE Ltda.

1,90% p.a. -

Gold Roraima Empreendimentos


TR + 10,70%

p.a. 11,870

-

-

-

jan/12 Mortgage Itaú

Gold Santiago Empreendimentos


TR + 11,02%

p.a. 2,664 3,642

-

-

jul/12 Mortgage / Receivables / PDG

Personal Garantee Caixa

Gold Santiago Empreendimentos


TR + 8,3% p.a.

720 429

-

- apr/12


Caixa

Gold São Paulo Empreendimentos


TR + 9% p.a.

-

7,824 9,473

- jun/10


ABN Amro

Gold Sidney Empreendimentos


CDI + 1,5% p.a.

-

-

8,202

- feb/10


Matone

Gold Sidney Empreendimentos


TR + 11,02%

p.a.

-

3,220

-

- aug/12 Mortgage Caixa

Gold Singapura Empreendimentos


TR + 8,3% p.a.

468 688

-

- nov/12 Mortgage Caixa



CDI + 1,90% p.a.

769 775 776




TR + 8,3% p.a.

-

61

-

- sep/12 Mortgage Caixa

Gold Suíça Empreendimentos


TR + 10,5% p.a.

10,687 7,694

-

- aug/10


Bradesco

Gold Texas Empreendimentos


TR + 10,5% p.a.

14,424 6,882

-

- jul/11

Mortgage/ Fiduciary Assignment/ Guaranty

Santander

Gold Tunísia Empreendimentos


CDI + 1,90% p.a.

1,230 614 1,242




CDI + 1,90% p.a.

1,538 1,535 1,553




TR + 8,5% p.a.

318

-

-

- jun/12

Property in Araçatuba / SP and Manaus / AM

BTG Pactual

Gold Uberaba Empreendimentos


TR + 10,5% p.a.

22,421 20,379

-

- may/11


ABN Amro

Gold Uberaba Empreendimentos


CDI + 1,9% p.a.

4,614 2,303 4,658


Gold Venice Empreendimentos


TR + 10,7% p.a.

12,036

-

-

- sep/11 Mortgage Itaú

Gold Viena Empreendimentos


TR + 11,2% p.a.

1,870 1,870 -

- may/12


Caixa

Gold Viena Empreendimentos


TR + 8,3% p.a.

-

2,357

-

- feb/12 Mortgage Caixa

Gold Withe Empreendimentos

CDI + 1,90% p.a.

769 768 776



69 BZDB01 88044462.3 03-set-10 20:27



Imobiliários SPE Ltda. Goldfarb Incorporações e

Construções S.A. CDI +

3,66% p.a.

- 814 12,483 20,441 jan/10 PDG Personal Garantee ABC Brasil


CDI + 1,7% p.a.

-

-

13,361 7,104 aug/09 PDG Personal Garantee Banco do

Brasil Goldfarb Incorporações e

Construções S.A. CDI +

2,2% p.a.

- 4,562 5,345

-

apr/12 Mortgage / Receivables / PDG

Personal Garantee Bradesco


CDI + 2,00% p.a.

12,201 12,566 12,823

- jan/14 PDG Personal Garantee Brascan


TR + 8,3% p.a.

1,386 1,924 5,289

- feb/11


Caixa


CDI + 3,54% a.a

-

-

30,789 1,985 aug/10 Aplication of R$2 million at 98%

CDI Caixa


CDI + 1,35% a.a

1,205 1,424 1,872

- jan/12 PDG Personal Garantee CIT Brasil


CDI + 2,00% a.a

25,936 28,392 30,368

- may/11 PDG Personal Garantee Safra


CDI + 1,5 % p.a.

-

17,568

-

- jun/10 Aval guarantee PDG

BTG Pactual


TR + 8,3% p.a.

1,445

-

-

- mar/12 Mortgage Caixa


-

-

-

- jan/14 Safra


CDI + 1,5 % p.a.

-

-

-

5,673 oct/11 Aval guarantee PDG Cyrela


INCC + 12% p.a.

-

-

-

3,942 nov/09 Receivables / Proportional

Guaranty ABN Amro


TR + 9% p.a.

-

-

-

1,676 sep/10 Receivables / Proportional

Guaranty Santander


TR + 11% p.a.

-

-

-

5,077 apr/10 Receivables / Proportional

Guaranty Itaú


TR + 11,5% p.a.

-

-

-

16,539 oct/09 Receivables / Proportional

Guaranty Bradesco


TR + 12% p.a.

-

-

-

1,916 jul/08 Promissory Note BIC


CDI + 6,80 %

p.a.

-

-

-

8,911 nov/08 Receivables Rio Bravo /

GMAC

Holanda Empreendimentos


CDI + 1,5% p.a.

1,715 5,044 7,551

- mar/10


Matone

Kirmayr Negócios Imobiliários SPE Ltda.

TR + 10,5% p.a.

9,986 7,922 1,710

- nov/10


Bradesco

Luxemburgo Empreendimentos


TR + 9% p.a.

16,083 18,156 8,708

- aug/10


ABN Amro

Nova Água Rasa Empreendimentos

Imobiliários SPE S.A.

TR + 11% p.a.

4,396 8,510 11,196

- feb/11


HSBC

Nova Tatuapé Negócios Imobiliários SPE Ltda.

TR + 11,5% p.a.

-

-

10,817 1,316 dec/10 Mortgage / Receivables / PDG

Personal Garantee HSBC


TR + 11,5% p.a.

-

5,307

-

- feb/10


Bradesco

Padre Adelino Empreendimentos Imobiliários S.A.

TR + 9,31% p.a.

-

9,520 5,894

- jul/10


ABN Amro

Petrônio Portela Empreendimentos Imobiliários Ltda.

TR + 9% p.a.

530 1,001 2,414

- dec/12


ABN Amro

Santa Genebra INCC + 1,877 oct/11 Mortgage / Receivables / PDG Cyrela


70 BZDB01 88044462.3 03-set-10 20:27




12% p.a. - - - Personal Garantee


TR + 8,3% p.a.

-

698

-

- jun/11


Caixa


TR + 8,3% p.a.

-

-

3,658

- dec/10


Caixa

Serra Bella Empreendimento Imobiliário S.A.

TR + 8,3% p.a.

6,875 11,885 4,852

- jun/12


Caixa

SPE Gama Desenvolvimento Imobiliário Ltda.

TR + 11% p.a.

1,158 11,131 10,306

- jul/09


Bradesco

SPE Jaguaré Construções Ltda.

TR + 11% p.a.

18,101 19,860 11,537

- feb/10


Santander

SPE Reserva do Alto Aricanduva Construções

Ltda.

TR + 12% p.a.

-

107 15,131

- jul/09


Bradesco

Vassoural Empreendimentos Imobiliários ltda

TR + 10,5% p.a.

20,032 13,816

-

- oct/10


Bradesco


TR + 10% p.a.

10,222 3,316

-

- mar/12


ABN Amro


INCC + 12% p.a.

-

-

1,145

- nov/09


Cyrela

Outros

- 277 12 1

Total Goldfarb e PDG Co 595,553 523,131 399,800 74,581 CHL Desenvolvimento

Imobiliário S.A.

Araxá Participações e Empreendimentos Imobiliários S.A

TR + 12% p.a.

13,952 34,669 -

- feb/11


Bradesco

Assis Bueno 30 Incorporações Ltda.

CDI + 2,3% p.a.

2,127 2,100 2,146

- jul/10 PDG Personal Garantee Unibanco

Assis Bueno 30 Incorporações Ltda.

TR + 11,5% p.a.

5,842 6,311

-

- apr/10


Bradesco

Bento Lisboa 106-A Empreendimento Imobiliário S.A.

TR + 12% p.a.

-

-

17,534

- jul/09

Receivables / Proportional Guaranty

Unibanco

Bento Lisboa 106-B Empreendimento Imobiliário S.A.

TR + 12% p.a.

-

-

7,400

- oct/10


Bradesco


CDI + 1,4% p.a.

10,065 10,947 10,764

- jun/10 PDG Personal Garantee Bradesco


CDI + 2,0% p.a.

10,471 3,807 11,307

- jun/10 PDG Personal Garantee Safra


-

- 2,778

-

jun/09 Unibanco


CDI + 2,3% p.a.

27,361 21,327 21,655 21,195 aug/10 PDG Personal Garantee Unibanco

Jaime Poggi Incorporações Ltda.

TR + 10,5% p.a.

82,269 58,042

-

- feb/12


Itaú

Savelli Empreendimentos e Participações Ltda.

TR + 10,4% p.a.

4,550 3,907 1,175

- nov/13


HSBC

SPE Aberlardo Bueno 3600 Incorporações Ltda.

TR + 10,5% p.a.

14,128

-

-

- may/11


Santander

SPE Almirante Baltazar TR + 14,034 13,728 3,565 oct/12 Mortgage / Receivables / PDG HSBC


71 BZDB01 88044462.3 03-set-10 20:27



131 Incorporações Ltda. 10,4% p.a. - Personal Garantee SPE Almirante Baltazar 131 Incorporações Ltda.

CDI + 2,3% p.a.

1,489 1,470 1,502


SPE Baronesa de Poconé 222 Incorporações Ltda.

TR + 13% p.a.

2,715 3,796 4,326

- sep/11


Bradesco


TR + 13% p.a.

-

6,081 8,036

- dec/10


Unibanco


CDI + 2,3% p.a.

2,053 2,086 2,127

- aug/10 PDG Personal Garantee Unibanco

SPE CHL LVII Incorporações Ltda

TR + 11% p.a.

1,974

-

-

- nov/11


Bradesco

SPE Dalcidio Jurandir 255 Incorporações Ltda.

TR + 10,5% p.a.

-

13,236 12,681

- feb/10


Bradesco

SPE Dona Mariana 187 Incorporações Ltda.

TR + 10,75%

p.a.

6,226,00

-

-

-

sep/11 Receivables / Proportional

Guaranty Itaú

SPE Estrada do Monteiro 323 Incorporações Ltda

TR + 10,4% p.a.

58,190 49,183 7,330

- may/10


Unibanco

SPE Estrada do Monteiro 323 Incorporações Ltda.

CDI + 2,2% p.a.

-

5,984 6,114


SPE General Mitre 137 Incorporações LTDA

TR + 11,25%

p.a. 12,337 7,631

-

-

apr/11 Mortgage / Receivables / PDG

Personal Garantee Unibanco

SPE MOL 38 Incorporações Ltda.

TR + 10,5% p.a.

19,079 - -

- may/11


Itaú

Miguel de Frias 156 Empreendimentos Imobiliários S/A

TR + 10,5% p.a.

4,550 19,249 3,735

- may/11


Itaú

SPE Parque Anchieta Empreendimentos Imobiliários S.A

TR + 10,4% p.a.

7,584 7,032 27

- dec/10


Unibanco

SPE VPA 144 Incorporações Ltda.

TR + 10,5% p.a.

18,628 6,721 11,901

- apr/10


Bradesco

SPE VPA 144 Incorporações Ltda.

CDI + 2,3% p.a.

6,743 19,332 6,867


SPE Voluntários da Pátria 244 Incorporações

Ltda

TR + 10,5% p.a.

5,131

-

-

-



TR + 11,5% p.a.

5,483 3,538

-

- feb/10


Itaú

Total CHL 336,981 300,177 142,970 21,195 Agre Empreendimentos

Imobiliários S.A.

Abyara Planejamento Imobiliário S.A.

CDI + 1,5% p.a.

6,048 - - - jun/12 Mortgage BTG

Pactual Abyara Planejamento

Imobiliário S.A. CDI +

1,5% p.a. 1,831 - - - sep/11 Mortgage

BTG Pactual


CDI + 1,5% p.a.

76 - - - jul/10 Mortgage BTG



1,5% p.a. 165 - - - mar/11 Mortgage

BTG Pactual


CDI + 1,5% p.a.




1,5% p.a. 2,783 - - - jun/12 Mortgage

BTG Pactual


CDI + 1,5% p.a.




1,5% p.a. 14,136 - - - jun/12 Mortgage

BTG Pactual

Abyara Planejamento CDI + 9,901 - - - jul/13 Mortgage / Receivables Bradesco


72 BZDB01 88044462.3 03-set-10 20:27



Imobiliário S.A. 2,15% p.a. Abyara Planejamento

Imobiliário S.A. CDI + 2%

p.a. 18,462 - - - jul/13 Mortgage / Receivables Bradesco


CDI + 2,65% p.a.

38,954 - - - jul/13 Mortgage / Receivables Bradesco


CDI + 1,5% p.a.

21,514 - - - mar/15 Mortgage / Receivables ABC


CDI + 2,20% p.a.

25,979 - - - apr/17 Mortgage Land Votorantim


CDI 6,332 - - - jan/13 Promissory Note Fibra


CDI 5,962 - - - jan/16 Promissory Note Fibra


CDI + 2,20% p.a.

76,710 - - - jul/17 Mortgage HSBC


CDI + 2,205%

p.a. 4,329 - - - dec/10 Mortgage HSBC

Abyara Planejamento Imobiliário S/A

CDI + 2,205%

p.a. 1,460 - - - aug/10 Mortgage HSBC

Abyara Planejamento Imobiliário S/A

CDI + 2,12% p.a.

13,467 - - - sep/13 Mortgage Bradesco

Agra Empreendimentos Imobliários S/A

CDI + 2,3% p.a.

30,031 - - - may/12 None Banco do

Brasil Agra Empreendimentos

Imobliários S/A CDI +

0,8% p.a. 101,821 - - - jul/12 Mortgage Bradesco


CDI + 0,5% p.a.

3,426 - - - mar/14 Mortgage / Aval guarantee

guarantors Safra


CDI + 2% p.a.

71,109 - - - jul/12 Aval guarantee guarantors Safra


IGPM + 12% p.a.

2,542 - - - jan/16 Receivables Safra


CDI + 2% p.a.


guarantors Safra


CDI + 8,73% p.a.

521 - - - jun/10 Aval guarantee guarantors Daycoval


CDI + 5,75% p.a.

33,987 - - - apr/15 Aval guarantee guarantors Deutsche

Bank Agra Empreendimentos

Imobliários S/A CDI + 0% p.a.

11,998 - - - aug/12 Aval guarantee guarantors Fibra


CDI + 4,91% p.a.

30,005 - - - mar/12 Personal Guarantee Fibra

Agra Loteadora S.A CDI +

7,44% p.a. 6,600 - - - may/12 Aval guarantee guarantors

BIC BANCO

Agra Moab Incorporadora Ltda.

CDI + 2% p.a.

6,125 - - - jul/10 Mortgage / Receivables ABC Brasil

Agre Empreendimentos Imobiliários S.A.

CDI + 2% p.a.

80,111 - - - jun/14 Aval guarantee guarantor HSBC

Alive Morumbi Empreendimento Imobiliário S/A

IGPM + 12% a.aa..

871 - - - jun/16 Receivables Safra

API SPE 15 Planej.Desenv.Empreend.

Imobiliario Ltda

TR + 11% p.a.

14,066 - - - jun/11 Mortgage Bradesco

Arena Park Empreendimento

Imobiliário SPE Ltda

TR + 11,7% p.a.

39,391 - - - nov/10 Receivables Itaú

ASACORP - Empreendimentos e Participações S.A.

CDI + 12,68%

p.a. 1,532 - - - mar/12 Mortgage Trycury


73 BZDB01 88044462.3 03-set-10 20:27




CDI + 10,03%

p.a. 1,994 - - - mar/11 Mortgage Trycury


CDI + 7,44% p.a.

2,000 - - - dec/10 Loan BIC

BANCO

Barra Ville Incorporadora Ltda.

TR + 11% p.a.

1,938 - - - aug/10 Mortgage / Aval guarantee

guarantors Santander

Barra Ville Incorporadora Ltda.

TR + 11% p.a.



BNI Artico Desenvolvimento Imobiliário Ltda

TR + 10,5% p.a.

3,005 - - - dec/12 Receivables HSBC

BNI Báltico Desenvolvimento Imobiliário Ltda.

TR + 10,5% p.a.



TR + 10,5% p.a.



TR + 10,5% p.a.



TR + 10,5% p.a.

2,183 - - - jun/10 Mortgage / Receivables Bradesco

Brindisi Empreendimentos Imobiliários Ltda.

CDI + 2,15% p.a.

1,026 - - - jun/11 Mortgage Itaú

Brotas Incorporadora Ltda.

TR + 11,5% p.a.

1,582 - - - jan/13 Aval guarantee guarantors Itaú

Brotas Incorporadora Ltda.

CDI + 2% p.a.

2,672 - - - jul/10 Mortgage / Aval guarantee

guarantors Itaú

Caph Incorporadora Ltda. CDI + 2% p.a.

6,582 - - - jan/12 Mortgage / Aval guarantee

guarantors Itaú

Ciclame Incorporadora Ltda.

TR + 13,5% p.a.

1,476 - - - feb/11 Mortgage / Aval guarantee

guarantors Unibanco

Ciclame Incorporadora Ltda.

TR + 13,5% p.a.

10,335 - - - feb/11 Mortgage / Aval guarantee

guarantors Unibanco

Companhia Setin de Empreendimentos e

Participações

TR + 10,5% p.a.

22,180 - - - dec/12 Receivables Santander

Companhia Setin de Empreendimentos e

Participações

CDI + 0,15% a.

a.. 34,140 - - - jul/13 Receivables Bradesco

Coreopisis Empreendimento S/A

TR + 10,5% p.a.

13,026 - - - jun/11 Mortgage / Aval guarantee

guarantors Bradesco

Cyrela Oceania Empreendimentos Imobiliários Ltda

TR + 10,6% p.a.

2,333 - - - nov/12 Receivables HSBC

Eltanin Incorporadora Ltda.

TR + 10,3% p.a.

814 - - - sep/12 Mortgage Itaú

Eltanin Incorporadora Ltda.

TR + 10,3% p.a.

3,255 - - - sep/12 Mortgage Itaú

Etage Botafogo Empreendimentos

Imobiliários SPE Ltda

TR + 10,5% p.a.

7,361 - - - jul/13 Personal Guarantee / Guaranty /

Mortgage Real

Exuberance Empreendimento


TR + 10,5% p.a.

20,230 - - - may/11 Receivables Santander

Gan Empreendimentos Imobiliários Ltda.

TR + 10,5% p.a.

8,092 - - - oct/11 Mortgage HSBC


74 BZDB01 88044462.3 03-set-10 20:27



Gliese Incorporadora Ltda.

CDI + 2% p.a.


guarantors Itaú

Grajaú Empreendimentos Imobiliários Ltda.

IGPM + 12% p.a.

1,208 - - - aug/15 Receivables Unibanco

Gundel Incorporadora Ltda.

TR + 10,5% p.a.

1,786 - - - apr/12 Mortgage / Aval guarantee

guarantors Itaú

Heliconia Incorporadora Ltda.

TR + 10,5% p.a.



Heliconia Incorporadora Ltda.

TR + 10,5% p.a.



Icarai Village Empreendimentos Imobiliários Ltda

TR + 12% p.a.

11,729 - - - aug/12 Receivables HSBC

Inpar Abyara Projeto Residencial América SPE

LTDA.

CDI + 7,44% p.a.

1,013 - - - feb/12 Mortgage BICBANCO

Inpar Abyara Projeto Residencial América SPE

LTDA.

TR + 10,5% p.a.

7,574 - - - jun/12 Mortgage Santander

Inpar Abyara Projeto Residencial Santo Amaro

SPE LTDA.

TR + 10,5% p.a.

6,398 - - - oct/11 Mortgage Real

Kalapalo Empreendimentos Imobiliários Ltda.

TR + 11,5% p.a.

5,895 - - - oct/12 Aval guarantee guarantors Itaú

Kalapalo Empreendimentos Imobiliários Ltda.

CDI + 2% p.a.


guarantors Itaú

Kamayura Empreendimentos Imobiliários Ltda.

TR + 10,03%

p.a. 1,705 - - - jul/10 Mortgage Santander


TR + 10,03%



TR + 10,03%


KFA Empreendimentos Imobiliários Ltda

TR + 10,5% p.a.

5,929 - - - jan/11 Mortgage / Receivables Santander

KFA Empreendimentos Imobiliários Ltda

TR + 10,5% p.a.

19,762 - - - jan/11 Receivables Santander

Klabin Segal Invetimentos e

Participações SPE S.A.

TR + 11,7% p.a.

21,644 - - - mar/12 Receivables Safra

Klabin Segall Lider Praça Louveira SPE Ltda

TR + 10,5% p.a.

10,277 - - - dec/10 Receivables Santander

Klabin Segall S/A TJLP + 3,8% a.

aa.. 1,661 - - - dec/11 Personal Guarantee Safra

Klabin Segall S/A CDI +

0,51% a. aa..

33,686 - - - feb/12 Personal Guarantee Safra

Klabin Segall Santana Empreendimentos Imobiliários Ltda

TR + 10,5% p.a.

19,401 - - - oct/12 Receivables Real

Klabin Segall Vergueiro Empreendimento


TR + 10,5% p.a.

4,814 - - - aug/12 Personal Guarantee / Guaranty /

Mortgage Real

Klabin_Tagipuru Empreendimento

Imobiliário SPE S/A

TR + 10,5% p.a.

5,513 - - - may/11 Mortgage / Receivables Itaú


75 BZDB01 88044462.3 03-set-10 20:27



Klabin_Tagipuru Empreendimento

Imobiliário SPE S/A

TR + 10,5% p.a.

24,810 - - - may/11 Receivables Itaú

Kochab Incorporadora Ltda.

TR + 11,5% p.a.

5,071 - - - jan/12 Mortgage / Receivables Itaú


CDI + 2% p.a.



TR + 11,5% p.a.

20,284 - - - jan/12 Mortgage / Receivables Itaú


CDI + 2% p.a.


KSC 2 Empreendimento Imobiliário SPE Ltda

TR + 10,5% p.a.

5,381 - - - jul/13 Personal Guarantee / Guaranty /

Mortgage Real

Lagoa Alpha Empreendimentos Imobiliários Ltda.

TR + 11% p.a.

10,195 - - - aug/11 Mortgage HSBC

Laguna Incorporadora Ltda.

TR + 12% p.a.


Luau do Recreio Empreendimentos


TR + 10,5% p.a.

21,922 - - - aug/13 Personal Guarantee / Guaranty /

Mortgage Real

Maioruna Empreendimentos Imobiliários Ltda.

TR + 10,5% p.a.

614 - - - dec/11 Mortgage Santander


TR + 10,5% p.a.

1,216 - - - dec/11 Mortgage Santander


TR + 10,5% p.a.

1,082 - - - dec/11 Mortgage Santander

Malte Investimentos Imobiliários Ltda

TR + 10,5% p.a.

4,105 - - - aug/11 Receivables Itaú

Mareas Empreendimento Imobiliário SPE Ltda

TR + 10,5% p.a.

19,142 - - - nov/13 Receivables Brasdesco

Moema Empreendimentos


IGPM + 12% a.aa..

5,646 - - - dec/20 Receivables Safra

More Alphaville Empreendimentos Imobiliários Ltda.

CDI + 2% p.a.

21,837 - - - jun/10 Mortgage / Aval guarantee

guarantors ABC Brasil

Morumbi SPE Ltda. IGPM + 11,39%

p.a. 1,870 - - - jul/19 Receivables Real

Mutinga Empreendimentos Imobiliários Ltda.

TR + 10,5% p.a.

1,874 - - - jun/10 Mortgage Unibanco

Mutinga Empreendimentos Imobiliários Ltda.

TR + 10,5% p.a.

7,081 - - - jun/10 Mortgage Unibanco

Pereira Barreto Empreendimentos


TR + 10,5% p.a.

3,014 - - - may/12 Mortgage Real



TR + 10,5% p.a.

2,306 - - - oct/11 Aval guarantee guarantors Real



TR + 10,5% p.a.

5,087 - - - oct/11 Mortgage / Aval guarantee

guarantors Real



TR + 11% p.a.




76 BZDB01 88044462.3 03-set-10 20:27





TR + 10,5% p.a.




TR + 10,5% p.a.

4,493 - - - oct/11 Aval guarantee guarantors Brasdesco



TR + 10,5% p.a.


guarantors Real



TR + 11% p.a.





TR + 10,5% p.a.




TR + 10,5% p.a.

2,426 - - - oct/11 Aval guarantee guarantors Brasdesco



TR + 10,5% p.a.


guarantors Real



TR + 11% p.a.


guarantors Santader

Poli Investimentos Imobiliários Ltda.

TR + 12% p.a.



TR + 12% p.a.



TR + 12% p.a.

24,868 - - - jul/10 Mortgage / Receivables Brasdesco

Praia Nova Empreendimentos Imobiliários Ltda.

TR + 10,03%

p.a. 10,284 - - - jul/10 Mortgage HSBC

Ragusa Empreendimento Imobiliários Ltda

CDI + 1,68% p.a.


Saiph Incorporadora Ltda.

TR + 10,5% p.a.

751 - - - sep/12 Aval guarantee guarantors Real


TR + 10,5% p.a.

3,281 - - - sep/11 Aval guarantee guarantors Real


TR + 10,5% p.a.

983 - - - sep/12 Aval guarantee guarantors Unibanco


TR + 10,5% p.a.

4,292 - - - sep/11 Aval guarantee guarantors Itaú

Schahin Astúrias Incorporadora Ltda

TR + 10,5% p.a.

5,242 - - - oct/11 Mortgage Bradesco

Spasso Mooca Empreendimento


TR + 10,5% p.a.

13,180 - - - mar/11 Receivables HSBC

Springs Empreendimento Imobiliário SPE Ltda

TR + 10,5% p.a.

14,016 - - - apr/11 Receivables Santander

Torre de Rhodes Incorporadora Ltda.

TR + 11,5% p.a.

2,352 - - - nov/12 Mortgage / Aval guarantee

guarantors Itaú

Trinta e Um de Janeiro Empreendimentos Imobiliários Ltda.

CDI + 2% p.a.

5,130 - - - jul/12 Mortgage / Receivables Safra


CDI + 1% p.a.

582 - - - oct/10 Mortgage / Aval guarantee

guarantors Unibanco


CDI + 0,5% p.a.


guarantors ABC Brasil


77 BZDB01 88044462.3 03-set-10 20:27




IGPM + 12,25%

p.a. 15,001 - - - mar/11

Mortgage / Aval guarantee guarantors

BTG Pactual

Vila Mascote SPE Ltda. IGPM + 9,5% p.a.

616 - - - aug/14 Receivables ABC Brasil

Village Recreio Empreendimentos Imobiliários S/A

TR + 10,5% p.a.

19,569 - - - mar/11 Receivables Santander

Vitality Empreendimento Imobiliário SPE Ltda

TR + 10,5% p.a.

20,642 - - - nov/10 Receivables Santander

Total AGRE 1,510,035 - - - Fator Sky


TR + 10,5%p.a.

3,940 6,869 2,193

- oct/09


Santander

Fator Amazon Empreendimentos Imobiliários Ltda.

TR + 10,5% p.a.

15,930 12,634 1,726

- mar/11


Santander

Fator Aquarius Empreendimentos Imobiliários Ltda.

TR + 12%p.a.

15,178 12,039 -

- sep/10


Unibanco

Jaguaré Empreendimentos Imobiliários Ltda.

TR + 10,5%p.a.

3,596 3,590 -

- may/10


Bradesco

Prunus Empreendimentos S.A.

TR + 10% p.a.

- 6,835 6,288

- may/10


ABN Amro

Cyrela Milão Empreendimentos Imobiliários S.A.

TR + 10% p.a.

3,654 6,572 9,649 7,616 oct/12 Mortgage / Receivables / PDG

Personal Garantee ABN Amro

Eco Life Vila Leopoldina Empreend. Imobiliários

S.A.

TR + 10,5% p.a.

- - 6,357

- mar/10


ABN Amro

Eco Life Independência Empreend. Imobiliários

S.A.

TR + 10,5%p.a.

8,360 8,353 -

- apr/11


ABN Amro

Administradora de Bens Avante S.A.

TR + 11,5%p.a.

9,928 8,375 -

- feb/11


Itaú

Ecolife Parque Prado Empreendimento Imobiliário Ltda.

TR + 10,5%p.a.

6,316 6,371 2,910

- mar/10


ABN Amro

Bento Lisboa Participações S.A.

TR + 12%p.a.

- - 16,622

- jul/09


Unibanco

Bento Lisboa Participações S.A.

TR + 12%p.a.

- - - 37,105 oct/10 Mortgage / Receivables / PDG


Ecolife Santana Empreendimentos e Participações S.A.

TR + 10,5% p.a.

8,402 7,571 24

- jan/13


Bradesco

Habiarte Barc PDG Porto Búzios Incorporações

S.A.

TR + 10,5%p.a.

6,142 4,233 -

- jun/11


Bradesco

Club Florença Empreendimentos

Imobiliários

TR + 10,5%p.a.

5,197 3,953 -

- aug/11


Itaú

REP DI Desenvolvimento Imobiliário S.A.

CDI + 0,5% aa

- 583 441

- mar/10


Diversos

Vista do Sol Empreendimentos

Imobiliários

TR + 10,5%p.a.

3,038 2,186 -

- sep/11


Itaú

América Piqueri Incorporadora S.A.

TR + 12,5%aa

- - - 11,659 dec/07 Mortgage / Receivables / PDG


Boa Viagem TR + - - - 1,495 oct/08 Mortgage / Receivables / PDG HSBC


78 BZDB01 88044462.3 03-set-10 20:27



Empreendimento Imobiliário S.A.

12%aa Personal Garantee

Eco Life Butantã Empreendimentos Imobiliários S.A.

TR + 12%aa

- - - 13,914 may/08 Mortgage / Receivables / PDG

Personal Garantee Unibanco


CDI + 0,25%a.m.

- - - 7,111 apr/09 Penhor/Receivables/Proportional

Guaranty/Mortgage ABC Brasil


CDI + 2,5%p.a.

- - - 16,356 aug/12 Proportional Guaranty / Pledge

Ações LDI UBS Pactual


TR + 12% p.a.

- - - 237 jan/10 Pledge/Receivables/Proportional

Guaranty/Mortgage Unibanco

HL Empreendimentos S.A.

TR + 12% p.a.

- - - 2,214 feb/09 Receivables / Partner Proportional

Guarantee/ Mortgage Unibanco

PDG Desenvolvimento Imobiliário S.A.

TR + 12% p.a.

- - - 19,842 oct/10 Receivables / Partner Proportional


Sardenha Empreendimentos Imobiliários S.A.

TR + 12% p.a.

- - - 10,097 feb/08 Receivables / Partner Proportional


Três Rios Empreend. Imob. S.A.

TR + 10,5% p.a.

2,949 - - - jul/11 Mortgage / Receivables / PDG


Queiroz Galvão Mac Cyrela Veneza

Emp.Imob. S.A.

TR + 10%p.a.

2,383 - - - jul/11 Mortgage / Receivables / PDG

Personal Garantee Santander

Debentures – 1st Issuance

CDI + 0,90%aa

261,751 261,888 267,680 267,384 jul/14 Bradesco

Debentures – 3rd Issuance

TR + 8,75%aa

307,154 303,849 -

- sep/14 Caixa

Debentures Klabin 1st Issuance

CDI + 3,0%p.a.

272,272 - - -

Debentures Klabin 2nd Issuance

CDI + 3,0%p.a.

254,312 - - -

Others 2,146 3,221 45 72 TOTAL INDEBTNESS 3,713,130 1,504,139 864,968 490,878

Under Article 60, caput, of the Corporations Law, the total issuance of debentures may not exceed the Company's capital. It is noteworthy that the outstanding issuance of debentures of the Company is less than its paid-up capital stock. Additionally, the debentures of the first and third issuance of the Company provide: (i) restriction on payment of dividends above the minimum of 25% while the Company is in arrears with its obligations in the scriptures of issuance; (ii) restriction to any sale, assignment or transfer of assets of the Company and / or its subsidiaries, whose value is equal to or greater than 10% of the equity of the Company or its subsidiaries, which proceeds from the sale is not used entirely for the reduction of debt, and (iii) clauses determining indebtness levels and rates of EBITDA.

g. limits on use of funds already contracted

Over the fiscal years ended December 31, 2007, 2008, 2009 and also for the period ended March 31, 2010, financing contracted by the Company under the SFH have its resources focused exclusively on works in the respective real estate projects. The resources are released according to the physical and financial progress of works. For the other debts contracted during the fiscal years ended December 31, 2007, 2008, 2009 and for the period ended March 31, 2010, we have only limited use for the 3rd issuance of debentures, held in September 2009. The proceeds from this offering will be used to finance the construction of residential projects covered by the law of the SFH. These resources should only be used in projects (i) which stage of construction has not yet reached 50% of physical schedule of execution until the date on which such ventures are presented by the Company; (ii) which has residential units reaching a minimum of 20% of sales concluded, (iii) whose physical and financial schedule has been approved by the auditor of the works, (iv) whose assets allow the securities provided for in the relevant Issuance Deed; among


79 BZDB01 88044462.3 03-set-10 20:27

other requirements. The release of funds is also done according to the physical progress of the works of the developments.

h. significant changes in each financial statement item

Comparison of Operating Results - quarter ended March 31, 2010 to March 31, 2009

Gross Operating Revenue

Our gross operating revenue increased 132.7%, from R$847.4 million for the semester ended June 30, 2009 to R$1.972 million in the semester ended June 30, 2010, primarily as a result of the incorporation of our full subsidiary AGRE occurred in the 2nd quarter of 2010 and the increase in projects launched (from 172 projects in June 30, 2009 to 443 projects in June 30, 2010). Our gross operating revenue for these periods consisted of the following:

In R$ Thousand Quarter ended June 30

2010 2009

Real Estate Sales 1,954,590 840,437 Other Operating Income 17,438 6,919 Operational Gross Revenue 1,972,028 847,356

Real Estate Sales

Our gross operating revenue from real estate sales increased 132.6%, from R$840.4 million in June 30, 2009 to R$1.954 million in June 30, 2010. This increase was due primarily as a result of the incorporation of our full subsidiary AGRE occurred in the 2nd quarter of 2010 and to a significant increase in operating projects of our Business Units, as shown below:

Semesters ended

Investment (in thousands of R$) June 30, 2010 June 30, 2009

Interest in the Capital

Stock

Gross Revenue (in

R$ Thousand)

Number of Projects Participation

Revenue (in R$

Thousand) Number of

projects

Total of Business Units N/A 1,421,484 400 N/A 197,017 135

Goldfarb 100% 535,623 226 100% 323,242 101

AGRE 100% 597,541 119 100% - -

CHL 100% 288,320 55 100% 209,376 34

Direct Investments in co-mergers N/A 533,106 43 N/A 307,819 37

TOTAL N/A 1,954,590 443 N/A 840,437 172

Other Operating Revenue

The value of our other operating revenue results primarily from the increased portfolio of malls managed by our subsidiary REP and the incorporation of our full subsidiary AGRE in the 2nd quarter of 2010, which has revenue from management of third parties works, such other operating revenue increasing 152,0%, from R$6,9 million in June 2009 to R$17,4 million in June 2010.

Sales Taxes

Sales taxes increased 119,9%, from R$33,7 million in June 2009 (representing 4.1% of our net operating revenue), to R$74.1 million in June 2010 (representing 3.9% of our net operating revenue). The increase is related to the variation of the gross operating revenue of the Company when compared to the same period.


80 BZDB01 88044462.3 03-set-10 20:27

Net Operating Revenue

As a result of the foregoing, our net operating revenue increased 133.3%, from R$813.7 million in June 2009 to R$1,897.4 million in March 2010.

Cost of Units Sold

Cost of properties sold increased 121.5%, from R$575.4 million in June 2009 (representing 70.7 % of our net operating revenue) to R$1,274.5 million in June 2010 (representing 67.2% of our net operating revenue). This variation results primarily from the incorporation of our full subsidiary AGRE in this semester and the increase in the portfolio of projects of our subsidiaries, according to the preceding table, in item Real Estate Sales.

Gross Operating Profit

As a result of the foregoing, our gross operating profit increased 161.6%, from R$238.3 million in June 2009 (representing 29.3% of our net operating revenue) to R$623.5 million in June 2010 (representing 32.8% of our net operating revenue).

Net Operating Expenses

Our operating expenses increased 103.7 %, from R$88.6 million in June 2009 to R$204.3 million in June 2010, according to the main variations detailed below.

• Business Expenses

• Our business expenses increased 73.9%, from R$51.7 million in June 2009 (representing 6.4% of our net operating revenue) to R$89.9 million in June 2010 (representing 4.7% our our net operating revenue), due primarily from the incorporation of our full subsidiary AGRE in the 2nd quarter of 2010, and the increase in the numbers of project launched from 172 projects in June 2009 to 443 projects in June 2010. Evethough there was an increase in our balance, the percentage of the net operating revenue reduced. This shows an efficiency gain and a outgoing rationalization.

• General and Administrative Expenses

• General and administrative expenses increased by 139.8%, from R$55.2 million in June 2009 (representing 6.8% of our net operating revenue) to R$132.4 million in June 2010 (representing 7.0% of our net operating revenue). This variation is due primarily from the incorporation of our full subsidiary AGRE in the 2nd quarter of 2010, and to the increase in the number of employees in the Business Units Goldfarb and CHL, attributable to organic growth of the Company.

• Financial Revenues and Expenses

• Our net financial result increased from a negative R$7.3 million in June 2009 to a positive R$35.8 million in June 2010. This significant increase was due to basically to the accounting criteria adopted by the Company, which allocate most of the interests of corporative debts and real estate financing in the CMV (cost of goods sold) and also to the incorporation of AGRE in the first semester of 2010.

Income before Income Tax and Social Contribution

As a result of the foregoing, our profit of income before income tax and social contribution increased from R$149.7 million in June 2009 to R$419.1 in June 2010.

Income Tax and Social Contribution


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Income tax and Social contribution expenses increased 216%, from R$21.3 million in June 2009 to R$76.6 million in June 2010. This variation results basically because the Controller Holding generated taxable profit in the 1st semester of 2010 as a result of the sale of participation in some SPEs.

Minority Interests

Minority interests totaled a credit balance from R$1.5 million on June 2009 to a debt balance of R$7.1 million on June 2010. This variation results basically of the incorporation of the full subsidiary AGRE in the 1st semester of 2010.

Net Income in the Period

As a result of the foregoing, net income increased 164.1%, from R$127,0 million in June 2009 (representing 15,6% of our net operating revenue) to R$335.4 million on June 2010 (representing 17.7% of our net operating revenue).

Comparison of Key Balance Sheet – semester ended on June 30, 2010 with June 30, 2009

Our available funds are represented by resources available primarily in bank accounts and our investments in the short and long term, for applications in first-class banks. These accounts totaled R$1,120.2 million in June 30, 2010, representing 8.9% of our total assets at the time, compared with R$362.8 million at June 30, 2009, representing 9% of our total assets at that date (meaning an increase of 208.8%). A variation on this line results mainly from the third issuance of common shares held by the Company in October 2009, which totaled an increase of R$784 million in our available funds and also to the incorporation of AGRE in the first semester of 2010.

Accounts receivable

Our accounts receivable related to the short and long term correspond to claims arising from sales of property, in which the value of contracts is updated according to their respective terms, and such credits recorded in proportion to the cost incurred in relation to the total cost, with respect units not yet completed. These accounts totaled R$5,403.5 million at June 30, 2010 (42.8% compared to our total assets at that date), compared to R$1,798.3 million at June 30, 2009 (44.4% of our total assets at that date), representing an increase of 200.5%. This variation was due mainly to the incorporation of AGRE in the first semester of 2010 and to the high rise in operating projects of the Company, which on June 30, 2010 were 443 and on June 30, 2009 were 172 projects, such increase of projects in the portfolio resulted in an increase in revenue, and consequently an increase in the balance of accounts receivable.

Land bank and properties for sale

Our inventory of properties for sale on the short and long term represent land, buildings under construction and units built. Such inventories totaled R$3,545.9 million in June 30, 2010 (representing 28.1% of our total assets at that date), while the amount recorded in June 30, 2009 was R$1,082.0 million (representing 26 7% of our total assets at that date), representing an increase of 227.7%. This variation was mainly due to the incorporation of AGRE in the first semester of 2010 and to the increase of our land inventory, which is in line with the movement of our land bank and the launches and sales in the period.

Expenses to be appropriated

Our expenses to be recognized are represented primarily by values with deferred expenses in selling expenses related to our endeavors. Such deferred expenses totaled R$52.5 million at June 30, 2010 (0.4% of our total assets at that date), compared with R$18.8 million at June 30, 2009 (0.5% of our total assets that date),


82 BZDB01 88044462.3 03-set-10 20:27

representing an increase of 179.7%. This variation was due mainly to the incorporation of AGRE in the first semester of 2010 and to the high rise in operating projects of the Company, which on June 30, 2010 were 443 and on June 30, 2009 were 172 projects, such increase resulted in an increase in the number of insurance required in each project.

Fixed assets

Fixed assets totaled R$167.3 million on June 30, 2010 (representing 1.3% of total assets), against R$68.4 million on June 30, 2009 (representing 1.7% of total assets); representing an increase of R$98.9 million, this increase relates to the incorporation of AGRE in the first semester of 2010 and to the costs of sales stands activated under this heading in accordance with the methodology of Law 11.638/07.

Loans, financing and debentures

Our loans, financing and debentures for the short and long term totaled R$3,710.3 million on June 30, 2010, compared to R$1,277.4 million at June 30, 2009, respectively, 29.4% and 31.6% of our total liabilities, representing an increase of 190.5%. This variation is due to the incorporation of AGRE in the first semester of 2010, in which we absorbed all its indebtness, and to the increase in the loan portfolio (SFH) according to the level of the projects.

Liabilities for acquisition of property

This account represents obligations for purchase of land for real estate development, both in current liabilities as in current liabilities in the long term. Our obligations for property acquisitions totaled R$928.2 million at June 30, 2010 (7.3% of our total liabilities at that date), compared with R$331.9 million at June 30, 2009 (8.2% of our total liabilities at that date), representing an increase of 179.7%. This increase was due to the incorporation of AGRE in the first semester of 2010 and to the increase of our land inventory.

Advances from customers

This account is represented by amounts received from purchasers of units, but not yet recognized as receivables by the Company in accordance with the criteria set out in Resolution CFC 963/03. The bill totaled R$527.0 million at June 30, 2010 (4.2% of our total liabilities at that date), compared with R$70.62 million at June 30, 2009 (1.7% of our total liabilities at that date), which meant an increase of 646.5%. This increase was due primarily to higher volume of securitized portfolios of projects which are not performed. This event generates a great evolution of the balance of this item.

Net worth

Our net woth totaled R$5,613.2 million for the period ended June 30, 2010 (44.4% of our total liabilities at that date) compared to R$1,836.7 million for the period ended June 30, 2009 (45.4% of our total liabilities at that date). This increase resulted primarily from capital increase as a function of: (i) the incorporation of AGRE in the first semester of 2010, (ii) undistributed net income generated during the last period, and (iii) the 3rd offering of common shares which amounted to a primary capture of R$784 million. Comparison of the Operating Results of Years Ended December 31, 2009 and 2008


Our gross operating revenue increased from R$1,283.4 million for the year ended December 31, 2008 to R$2,062.4 million in the same period in 2009, an increase of 60.7%. This variation occurred primarily because of the


83 BZDB01 88044462.3 03-set-10 20:27

significant increase in our projects launched by the Company (149 projects in December 31, 2008 compared to 246 projects in December 31, 2009)

Our gross operating revenue for these periods consisted of the following

R$ Thousend Fiscal Years ended December 31,

2009 2008

Real Estate Sales 2,046,375 1,274,082 Other Operating Revenue 16,041 9,270 Gross Profitl 2,062,416 1,283,352

Real Property Sales

Gross operating revenue from real property sales increased 60.6%, from R$1,274.1 million for the year ended December 31, 2008 to R$2,046.4 million in the same period in 2009. This increase was primarily due to a significant increase in operating projects of our business units and direct investments in co-development projects in the period, as shown below:

Year ended

Investment (R$ Thousand) December 31, 2009 December 31, 2008

Capital Stock

Participation

Gross Revenue pro

rata PDG (R$

Thousand)

Total of projects

Participation

Gross Revenue pro

rata PDG (R$

Thousand)

Total of projects

Total Business Units n/a 1,297,780 209 n/a 864,505 114

Goldfarb 100% 774,760 163 100% 518,143 83 CHL 100% 523,020 46 100% 346,362 31 Direct Co-Incorporation n/a 748,595 37 n/a 409,577 35

TOTAL n/a 2,046,375 246 n/a 1,274,082 149


Other operating revenue was derived principally from our malls portofolio, managed by our invested REP. Such other operating revenue increased 73% from R$9.3 million for the year ended December 31, 2008, to R$16 million in the same period in 2009.

Sales Taxes

Sales taxes increased 50.6%, from R$52.2 million in 2008 (representing 4.2% of our net operating revenue) to R$78.6 million in 2009 (representing 4.0% of our net operating revenue). The increase is equal to the variation in gross operating revenue in the same period.


As a result of the foregoing, our net operating revenue increased 61.1%, from R$1,231.2 million in 2008 to R$1,983.8 million in 2009.

Cost of Properties Sold

Cost of properties sold increased 76.5%, from R$797.8 million in 2008 (representing 64.8% of our net operating revenue) to R$1,407.8 million in 2009 (representing 71% of our net operating revenue). This variation results from a mix of products (economic segment): in line with the strategy of sharpening our focus


84 BZDB01 88044462.3 03-set-10 20:27

on lower-income customers, we are launching more projects for this class, which have structurally lower gross margins.


As a result of the foregoing, our gross operating profit increased 32.9%, from R$433.3 million in 2008 (representing 35.2% of our net operating revenue) to R$576 million in 2009 (representing 29% of our net operating revenue).

Net Operating Expenses

Net operating expenses reduced 6.8%, from R$188.3 million in 2008 to R$176.3 million in 2009, as detailed below:


• Business expenses increased 22.2% from R$105.2 million in 2008 (representing 8.5% of our net operating revenue) to R$128.6 million in the same period in 2009 (representing 6.5% of our net operating revenue). This increase was due to the increase on launched projects, from 149 projects in 2008 to 246 projects in 2009. Even though there was an increase on the balance during this analysis period, the percentage over the net operating revenue reduced. This shows a gain of efficiency and an expense rationalization.

• General and Administrative Expenses

• General and administrative expenses increased 16.8%, from R$95.4 million in 2008 (representing 7.7% of our net operating revenue) to R$111.4 million in 2009 (representing 5.6% of our net operating revenue). This variation is due to an increase in the number of employees of our Business Units Goldfarb and CHL, attributable to organic growth. Despite the increase in general and administrative expenses for the period analyzed, general and administrative expenses as a percentage of net operating revenue declined, demonstrating efficiency gains and cost rationalization.

• Financial Expenses and Income

• Our net financial result increased from R$12.5 million in 2008 to R$52.8 million in 2009. This increase was due to the average cash of 2009, which was superior to the average cash of 2008, due to the raisings of this period.

Income before Income Tax and Social Contribution Taxes

As a result of the foregoing, income before income and social contribution taxes increased from R$245.1 million in 2008 to R$399.7 million in 2009.

Income Tax and Social Contribution Taxes

Income tax and social contribution expenses increased by 12.4%, from R$33.3 million in 2008 to R$37.4 million in 2009. This variation was due primarily to a decrease in the effective rate of income and social contribution taxes as a result of our use of deductible expenses in a tax efficient manner for the Company.

Minority interest

Minority interest totaled a debit balance of R$31.5 million in 2008 and a credit balance of R$4.2 million in 2009. This variation was due to the fact that we acquired a 100% stake in Business Units Goldfarb and CHL. The ownership interests in CHL Business Unit were 70%, in the year ended December 31, 2008.

Net Income in the period


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As a result of the foregoing, our net income increased by 85.3%, from R$182.5 in 2008 (representing 14.8% of our net operating revenue) to R$338.1 million in 2009 (representing 17% of our net operating revenue). Comparison of Key Balance Sheet - December 31, 2009 to December 31, 2008 Cash and Cash Equivalents

Our cash equivalents are represented by resources available primarily in bank accounts and our investments in the short term and long term, for applications in first-tier banks. These accounts totaled R$1,101.0 million at December 31, 2009, representing 18.0% of our total assets at the time, compared with $ 256.4 million at December 31, 2008, representing 7.9% of our total assets at that date (meaning an increase of 329.4%)A variation on this line is mainly the third issuance of common shares held by the company in October 2009, totaled R$784 million dollars.

Accounts receivable

Our accounts receivable related to the short and long term correspond to claims arising from sales of property, in which the value of contracts is updated according to their respective terms, and such credits recorded in proportion to the cost incurred in relation to the total cost, with respect units not yet completed. These accounts totaled R$2,509.4 million at December 31, 2009 (41.4% compared to our total assets at that date), compared to R$1,264.3 million at December 31, 2008 (38.9% of our total assets at that date), representing an increase of 98.5%. This variation was due mainly to the high rise projects that the Company's operating on December 31, 2009 was 246 projects and operating on December 31, 2008 was 194 projects, with this increase in the portfolio of projects culminated in a increase in revenues, and consequently an increase in the balance of accounts receivable.

Inventories of land and properties for sale

Our inventory of properties for sale on the short and long term represent land, buildings under construction and units built. Such inventories totaled R$1,678.1 million in December 31, 2009 (representing 27.5% of our total assets at that date), while the value registered in December 31, 2008 was R$1,056.0 million (representing 32.5 % of our total assets at that date), representing an increase of 58.9%. This variation was due to the increase of our land inventory and purchasing new SPEs, which is in line with the movement of our land bank, release and sales of the period.


Our expenses to be recognized are represented primarily by values with deferred expenses in selling expenses related to our endeavors. Such deferred expenses totaled R$19.6 million at December 31, 2009 (0.3% of our total assets at that date), compared with $ 20.5 million at December 31, 2008 (0.6% of our assets total at that date), representing a decrease of 4.1%. This reduction relates to commercial deferred expenses, which, with the implementation of Law 11.638/07, had their balances adjusted and only the expenses related to commercial stands were activated in the line of fixed assets.

Fixed Assets

Fixed assets totaled R$82.3 million at December 31, 2009 (representing 1.3% of total assets), against R$75.7 million at December 31, 2008 (representing 2.3% of total assets); increase of representing a £ 6.6 million as mentioned in the previous section, this increase relates to costs of sales stands activated under this heading in accordance with the methodology of Law 11.638/07.

Loans and Debentures


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Our loans and debentures for the short and long term totaled R$1,505.9 million on December 31, 2009, compared to $ 866.8 million on December 31, 2008, respectively, 24.7% and 26 7% of our total liabilities, representing an increase of 73.7%. This variation is due to the necessity of fundings of new enterprises and capital caption to de acquire more lands. The amount of projects launched was 149 in 2008 against 246 in 2009.


This account represents obligations for purchase of land for the merger, both in current liabilities as current liabilities in the long run. Our obligations for property acquisitions totaled R$694.4 million at December 31, 2009 (11.4% of our total liabilities at that date), compared with $ 320 million in a December 31, 2008 (9.9 % of our total liabilities at that date), representing an increase of 116.4%. This increase was due to the increase of our land inventory.


This account is represented by amounts received from purchasers of units, but not yet recognized as receivables by the Company in accordance with the criteria set out in Resolution CFC 963/03. The bill totaled R$179.8 million at December 31, 2009 (2.9% of our total liabilities at that date), compared with R$61.2 million at December 31, 2008 (1.9% of our total liabilities at that date), which meant an increase of 193.7%. This increase was due primarily to higher volume of securitized portfolios of projects which are not performed. This event generates a great evolution of the balance of this item.

Net worth

Our net worth totaled R$2,940.8 million for the year ended December 31, 2009 (48.1% of our total liabilities at that date) compared to R$1,476.4 million for the year ended December 31, 2008 (45.5% of our total liabilities at that date). This increase resulted primarily from capital increase as a function of: (i) conversion of part of the debentures of the 2nd Issuance of Debentures which generated an increase of approximately R$70.0 million, (ii) undistributed net income generated during the last period, and (iii) the 3rd offering of common shares which amounted to a primary capture of R$784 million. Comparison of the Years Ended December 2008 and 2007


Gross operating revenue increased 123.8%, from R$573.5 million for the year ended December 31, 2007 to R$1,283.3 million in the same period in 2008, due to a significant increase in the number of projects of our business units launched and direct participations in cooperation’s projects, as the table below. Our gross revenue for the periods below was composed as follows:

Thousand R$ Fiscal year ended 31 December,

2008 2007

Real estate sales 1,274,082 563,441 Other Operational Revenues 9,270 10,132 Gross Operating Revenue 1,283,352 573,573

Real Property Sales

Our gross operating revenues from real property sales increased 126.1% from R$563.4 million for the year ended December 31, 2007 to R$1,274.1 million in the same period in 2008, due to the increase in the number of projects we launched.


87 BZDB01 88044462.3 03-set-10 20:27

The table below shows gross operating revenue from our real property sales from Business Units and direct investments in co-development projects:

Fiscal year ended December 31,

Investment

2008 2007

Capital Stock

Participation

Gross revenue pro

rata PDG (Thousand R$)

Total projects

Capital Stock

Participation

Gross revenue pro

rata PDG (Thousand R$)

Total projects

Total business units n/a 864,505 114 n/a 254,942 60 Goldfarb (1) 100% 518,143 83 80% 236,136 46 CHL (2) 100% 346,362 31 70% 18,806 14 Direct investments with co-incorporation n/a 409,577 35 n/a 308,499 24 TOTAL n/a 1,274,082 149 n/a 563,441 84

(1) Subsidiary fully consolidated in 2008 and 2009 (2) Subsidiary proportionally consolidated in 2007 and fully in 2008


Our other operating revenue results primarily from the revenue from the rental of a property located in Avenida Chile, 230, Rio de Janeiro, estate of Rio de Janeiro, and from the revenue from construction management fees earned by Goldfarb in co-development projects. Such other operating revenue reduced 7,9% from R$10.1 million for the year ended December 31, 2007, to R$9.3 million in the same period in 2008.

Sales Taxes

Sales taxes increased 142.1%, from R$21.6 million for the year ended December 31, 2007 (representing 3.9% of our net operating revenue) to R$52.2 million in the same period in 2008 (representing 4.2% of our net operating revenue). The increase is related to the increase in gross operating revenue when comparing the two periods. The increase of taxes over sales was bigger than the variation of net revenue, due to the significant increase of service and properties rental revenues. The aliquot in the assumed profit method is superior than the aliquot, also in the assumed profit method, of net revenue of real estate sales.


As a result of the foregoing, our net operating revenue increased 123%, from R$552 million for the year ended December 31, 2007 to R$1,231.2 million in the same period in 2008.

Cost of Properties Sold

Cost of properties sold increased 124.5%, from R$355,3 million for the year ended December 31. 2007 (representing 64.4% of our net operating revenue) to R$797.8 million in the same period in 2008 (representing 64.8% of our net operating revenue). The increase was due to:

(i) Capitalized interest: due to the enactment of Law No. 11,638/07, we began recording all capitalized interest arising from financing and working capital debts under cost of properties sold, starting in the fourth quarter of 2008. Since cost of Units sold in 2007 does not include adjustments resulting from Law No. 11,638107, we noted an increase of R$18.9 million in cost of properties sold for December 31, 2008 (representing 1.5% of our net operating revenue); and

(ii) A significant increase in the number of projects from 84 projects launched during 2007 to 149 projects launched during 2008.


88 BZDB01 88044462.3 03-set-10 20:27


As a result of the foregoing, our gross operating profit increased 120.3%, from R$196.7 million for the year ended December 31, 2007 (representing 35.6% of our net operating revenue) to R$433.3 million in the same period in 2008 (representing 35.2% of our net operating revenue). Net Operating Expenses

Operating expenses increased 117.7%, from R$86.5 million for the year ended December 31, 2007 to R$188.3 million in the same period in 2008, due to the following:


(i) Our business expenses increased 285.3%, from R$27.3 million for the year ended December 31, 2007 (representing 4.9% of our net operating revenue) to R$105.2 million in the same period in 2008 (representing 8.5% of our net operating revenue), due to (i) introduction of law 11.638/07, where only sales stands are activated and depreciated according to the project’s useful life (all of others sales projects expenses are accounted as its performance and not activated and no longer depreciated (television, pamphlets, newspaper’s expenses, among others)), and (ii) increase of projects launched in the period, with 84 projects launched in December 31, 2009, as for 149 projects launched in December 31, 2008.

• General and Administrative Expenses General and administrative expenses increased by 130.8%, from R$41.3 million for the year ended December 31, 2007 (representing 7.5% of our net operating revenue) to R$95.4 million in the same period in 2008 (representing 7.5% of our net operating revenue). This increase is mainly due to: (i) an increase of the number of Company’s employees and of its Business Units Goldfarb’s and CHL, in connection with operation’s growth and (ii) the effect of the recognition of expenses compensation for share options in accordance with the introduction of the law 11.638/07.

• Tax Expenses Tax expenses increased from R$1.0 million for the year ended December 31, 2007 (representing 0.2% of our net operating revenue) to R$2.6 million in the same period in 2008 (representing 0.2% of our net operating revenue), due mainly to an increase in our financial transactions, in connection with the growth of our activities.

• Financial Expenses and Income Financial result has gone from a financial expense of R$36.2 million for the year ended December 31, 2007 to a financial income of R$12.5 million in the same period in 2008. The increase was due to interest on financing and working capital debts, which was allocated to cost of properties sold for the nine-month period ended September 30, 2009 as required by Law No. 11,638/07. See "-Financial Information- Cost of Properties Sold."

• Expenses with Goodwill Amortization Our expenses with amortization of goodwill increased from R$15.4 million for the year ended December 31. 2007 (representing 2.8% of our net operating revenue) to R$28.2 million in the same period in 2008 (representing 2.3% of our net operating revenue), an increase of 83.1%. This variation is primarily due to goodwill resulting from the increased participation in our subsidiaries Goldfarb and CHL, for the year ended December 31, 2007 and 2008

• Others Other income increased from R$11.1 million for the year ended December 31, 2007 (representing 2.0% of our net operating revenue) compared to a gain of R$15.2 million in the same period in 2008 (representing 1.2% of our net operating revenue). This was the result of a gain on negative goodwill from purchases of interests in special purpose vehicles.

Income before income tax and social contribution


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As a result of the foregoing, income before income and social contribution taxes increased 99.6%, from R$122.8 million for the year ended December 31, 2007 to R$245.1 million in the same period in 2007.

Minority Interest

Minority interest was R$18.1 million for the year ended December 31, 2007 (representing 3.3% of net operating revenue) and R$31.5 million in the same period in 2008 (representing 2.6% of net operating revenue). This variation was due largely to an increase in net income of Goldfarb’s and CHL’s business units, which were proportionately consolidated subsidiaries in 2007.

Income and Social Contribution

Income and social contribution tax expenses increased 74.4%, from R$19.1 million for the year ended December 31, 2007 to R$33.3 million in the same period in 2008. This variation was due primarily to a decrease in the effective rate of income and social contribution taxes as a result of our use of deductible expenses on a tax efficient manner for the Company.

Net Income

As a result of the foregoing, net income increased 156.4%, from R$71.2 million for the year ended December 3I, 2007 (representing 12.9% of our net operating revenue) to R$182.5 million in the same period in 2008 (representing 14.8% of our net operating revenue).

Comparison of Balance Sheet - December 31, 2008 to December 31, 2007

Available Cash and investments

Our available cash in the short term are represented by investments in first-tier banks. These accounts totaled R$256.4 million in the fiscal year ended December 31, 2008, representing 7.9% of our total assets at the time, compared with $ 716.4 million in the fiscal year ended December 31, 2007, representing 28.0% of total assets at the time, which meant a reduction of 64.2%. A variation on this line is mainly due to the amounts received by the Company during the year 2007 as the primary public distributions of shares held in January and October 2007 and January issuances of debentures, held in July 2007. Accounts receivable

This account on the short and long term corresponds to claims arising from sales of Units in which the value of contracts is updated according to their respective terms, and such credits recorded in proportion to the cost incurred in relation to the total cost, with respect to Units not yet completed. Our accounts receivable totaled R$1,264.3 million for the year ended December 31, 2008 (38.9% of our total assets at that date) to R$575.0 million for the year ended December 31, 2007 (22.4% of our total assets at that date), representing an increase of 119.9%. This increase was due to the significant increase in sales and the progress of works of real estate projects launched in the years 2007 and 2008.

Land bank and properties for sale

Our inventory of properties for sale on the short and long term represent land, buildings under construction and Units built. These stocks totaled R$1,056.0 million for the year ended December 31, 2008 (32.5% of our total assets at that date), compared with R$820.5 million in the fiscal year ended December 31, 2007 (32.0% of our total assets at that


90 BZDB01 88044462.3 03-set-10 20:27

date), representing an increase of 28.7%. This increase was due to higher number of real estate projects launched and land acquisition.


Our expenditure to be appropriated for the short term are basically represented by values in deferred expenses with business expenses related to our endeavors. Such deferred expenses totaled R$20.5 million for the year ended December 31, 2008 (0.6% of our total assets at that date), compared with R$23.4 million in the fiscal year ended December 31, 2007 ( 0.9% of our total assets at that date), representing a decrease of 9.7%. This reduction relates to commercial costs deferred, which with the implementation of Law 11.638/07, had their balances adjusted and only the expenses related to commercial stands were activated in the line of fixed assets.

Fixed assets

The fixed assets totaled R$75.7 million for the year ended December 31, 2008 (representing 2.3% of total assets), against R$5.0 million for the year ended December 31, 2007 (representing 0.2 % of total assets), representing an increase of 1,417.8%. As mentioned in the previous section, this increase relates to costs of sales stands activated under this heading in accordance with the Law 11.638/07.

Loans, financings and debentures

Our loans, financing and debentures for the short and long term totaled R$866.8 million at December 31, 2008 (26.7% of our total liabilities), represented by loans, financing and debentures hired by some of our Subsidiaries. We found a large variation in this line, and the balance in the fiscal year ended December 31, 2007 was R$490.9 million (19.1% of our total liabilities at that date). This increase is due to the need for funding of new ventures in its portfolio and raising capital for buying new land.


This account represents obligations for purchase of land for incorporation, both in current liabilities as current liabilities in the long run. The total balance on those items classified in the fiscal year ended December 31, 2008 was R$320.9 million (9.9% of our total liabilities at that date), compared to R$368.2 million for the year ended December 31, 2007 (14.4% of our total liabilities at that date), representing a decrease of 12.8%. This reduction relates to the stability of our land bank with the main motion to pay the creditors of land.


Are represented by amounts received from purchasers of Units, but not yet recognized as receivables by the Company in accordance with the criteria in Resolution CFC 963/03 and Standard Accounting OCPC 01/08. This account amounted to R$61 million in the second fiscal year ended December 31, 2008 (1.9% of our total liabilities at that date), compared with R$11.2 million in the fiscal year ended December 31, 2007 (0.4% of our total liabilities at that date), which meant an increase of 445.6%. This increase relates to increased receipts from customers, and a larger number of projects launched during the year 2008.

Net worth

Our shareholders' equity totaled R$1,476.4 million at December 31, 2008 (45.5% of our total liabilities at that date), compared to R$1,349.7 million at December 31, 2007 (52.7% of our total liabilities at that date), representing an increase of 9.4%. This increase was due to undistributed profits recorded by the Company during the year 2008.


91 BZDB01 88044462.3 03-set-10 20:27

Net Working Capital Considerations

Our working capital as of March 31, 2010 was R$1,752.4 million, an increase of 70.8% from R$1,025.8 million as of March 31, 2009. This increase is related to the bigger available cash after the 3rd Shares Issuance.

Liquidity and Capital Resources

Our principal sources of liquidity are the cash generated by our operations and the loans and financings we obtain through our subsidiaries, which are usually secured by receivables from our customers, mortgages on units or guarantees provided by the partners of the special purpose vehicles. Financing and the efficient management of cash flows are essential for our long-term activities. We have been able to finance our activities primarily with the sale of our residential units. We seek to reduce our cash exposure for each real estate development through the adoption of the following strategies: (i) formation of joint ventures with other real estate developers, (ii) financing of land acquisitions by granting the seller a number of residential units to be constructed on such land or a percentage of the sale of such units and (iii) financing of construction with funds obtained from SFH. We believe these sources, together with the proceeds from the primary portion of the offering, will be sufficient to meet our needs for funds for investments, repayment of indebtedness and working capital. We systematically review new investment and business opportunities to be carried out either through our Subsidiaries or joint ventures with other real estate developers. We generally consider financing such investments with our working capital reserves or current account receivables, cash flows resulting from our ordinary operations and transactions, funds derived from the issuance of new debt instruments, capital increases or from the combination of any of the foregoing mechanisms. Sources and Use of Proceeds

We generally rely on the cash flow derived from our operating activities to generate working capital resources and finance our investments and operating activities. Nevertheless, in 2009 we issued non convertible debentures and made the 3rd Issuance of common shares, which raised approximately R$300.0 million and R$784 million, respectively. In 2007, we were also benefited from the funds received as a result of two public offerings of our common shares conducted in January and October. During such period we had a positive cash flow and we continue using the funds received in the public offerings to implement our strategic plan for investments. For the years ended December 31, 2006, 2007, 2008 and 2009, our operational cash flow was positive. From our financed sales to customers, we received an average of 30.0% of the price of our residential units by the time construction is completed and the remaining 70.0% after construction is completed (normally within five to ten years). Loans are generally adjusted during the construction period based on the monthly INCC index. After delivery of residential units, we encourage our customers to finance the balance of the purchase price of their Units with financial institutions. If the customer obtains such financing, we receive the total outstanding amount directly from the financial institution, which becomes the secured creditor of our customer. In the event the customer is not able to raise the funds with any financial institution, or in the specific cases in which we decide to grant an alternative form of financing to our customer, we will continue to finance the acquisition of the unit based on variation of the IGP-M index plus an annual interest rate of 12.0%. In such cases, we may choose to securitize our receivables or keep the customer loan until it is fully repaid. Specifically with respect to the financing granted to our customers, receivables are generally adjusted as follows: (i) during the construction period, by the INCC index, and (ii) after the appropriate residential permits are granted, by an annual interest rate of 12% plus the variation of the IGP-M index. Cash Flow


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Comparing December 31, 2008 to December 31, 2007, it is clear that we have a smaller cash inflow in the tine "Financing Activities," resulting from the market business carried out during the year 2007, since we have had none during 2008. In terms of cash outflow. the significant increase of projects launched (149 projects launched during 2008, against 84 projects launched during 2007), resulted in a higher consumption of the available funds. When we compare the year ended December 31, 2009 with December 31, 2008, we observe an increase in the cash inflow in the line "Financing Activities." This variation is principally due to the 3rd public offering of common shares, occurred in October 2009, which represented a cash inflow of approximately R$784 million and the 3rd issuance of debentures, occurred in September 2009, which represented a cash inflow of R$300 million. Comparing June 30, 2010 to June 30, 2009, it is clear that we have an increase on all lines, what can be primarily explained by the incorporation of Agre’s activities. In the line “Operational Activities”, we observe an increase in the accounts receivables and in the inventory of properties for sale as a result of the large land bank from Agre. In the heading of “Investment Activities” we had an increase due to the great goodwill arising from the acquisition of some investee of Agre and even from the incorporation of Agre by PDG. In the heading “Financing Activities”, the increase is a result of the high indebtness of Agre, in addition to the capital increase in the end of 2009, with the 3rd Issuance of Debentures and the 3rd public offering of shares explained before. The table below show our cash flow for these periods:

Semester Ended in Fiscal Year Ended in

June 30, December, 31st of

In thousands of R$ 2010 2009 2009 2008 2007

Initial Cash Flow 1.100.979 256.428 256.428 716.381 37.935

(+) Operational Activities (3.791.814) (345.596) (840.550) (634.244) (600.557)

(-) Investment Activities (729.907) (28.655) 26.558 (136.484) (164.233)

(+) Financing Activities 4.522.695 480.640 1.658.543 310.775 1.443.236

Final Cash Flow 1.101.953 362.817 1.100.979 256.428 716.381

Investments

We have not made significant investments in fixed assets. The lands acquired for real estate development, as well as our Units in inventory, are recorded in our consolidated balance sheet, as "Properties for Sale" in our current assets and are not part of our fixed assists. The main investments made by our subsidiaries generally refer to our core business activities and consist of acquisition of land for real estate developments and future sale of Units. Our operations are concentrated in the states of Sao Paulo, Rio de Janeiro, Bahia, Paraná, Santa Catarina and Espirito Santo. In all these States, especially in São Paulo and Rio de Janeiro, we have large competitors, such as Cyrela Brazil Realty S.A. Empreendimentos e Participações, Rossi Residencial S.A., MRV Engenharia e Participações S.A. and Gafisa S.A. In 2007, our subsidiary Goldfarb launched the product "More Melhor" (Live Better) designed to the lower-middle class (sale price between R$60,000 and R$150,000). This product is composed of practical projects, modern architecture and large leisure facilities that give priority to the comfort of its customers. With this product, which is totally financed by financial institutions and has favorable payment conditions, we expect to

reach the consumer class in which the housing deficit is concentrated. Goldfarb has also engaged in the project Planet Life, which is focused on sustainability and environmental concerns. This project comprises studies for improvement of our real estate projects with respect to energy savings, reuse of water, reduction of environmental impact, reduction of greenhouse emissions and others.


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Training courses are delivered to employees and collaborators to save office supplies, recycle materials and other initiatives.

Financial Capacity We believe that our current reserves, along with funds expected to be generated from operations, will be sufficient to meet our working capital needs and financial obligations. We presented in the last three fiscal years an Adjusted EBITDA average margin of 27.4% and a cash flow of R$98.8 million. We present an analysis of liquidity of the Company at June 30, 2010, as described below:

Liquidity (In thousands of R$)

Availability and applications 1.120,2 Indebtedness (3.710,3) Certain Debt 2.590,1

Net Worth 5.613,2

Debt / Net Worth 66,1%

Certain Debt / Net Worth 46,1%

Indebtness

We raise loans to the extent necessary and preferably through the SFH, which charges lower interest rates than private financial institutions. We intend to maintain our strategy of low indebtedness and also seek alternatives to reduce our exposure to risks associated with potential variation of foreign exchange and interest rates. As of June 30, 2010, the total amount of our outstanding loans, financing and debentures related to the short and long term was R$3,710.3 million, an increase of 190.5% from R$1,277.4 million as of June 30, 2009, resulting from our capital needs to pursue new developments and the incorporation of Agre. As of the year ended December 31, 2009, the balance of loans, financing and debentures related to the short and long term, was R$1,505.9 million, an increase of 73.7% from the R$866.9 million as of December 31, 2008, also resulting from our developments increase. As of December 31, 2007, the total amount of our outstanding loans, debentures and financing related to the short and long term was R$490.9 million The table below sets forth our indebtedness as of June 30, 2010:


94 BZDB01 88044462.3 03-set-10 20:27

INDEBTNESS PROFILE (R$ thousands) Debêntures KS - 1ª S. 1ª Emissão Debêntures KS - 2ª S. 1ª Emissão Debêntures KS - 2ª Emissão

Saldo atual: 41,736 Saldo atual: 229,892 Saldo atual: 254,956

Indexador: CDI Indexador: IPCA Indexador: CDI

Juros ao ano: 3.00% Juros ao ano: 13.40% Juros ao ano: 3.00%

Banco Coordenador: Itau BBA Banco Coordenador: Itau BBA Banco Coordenador: Itau BBA

Duration: 20 meses Duration: 20 meses Duration: 22 meses

Coupon: Semestral (Fev/Ago) Coupon: Anual (Ago) Coupon: Semestral (Jul/Out)

Principal em 7 parcelas semestrais a partir de ago/10 Principal em 4 parcelas anuais a partir de ago/10 Principal em 5 parcelas semestrais a partir de Abr/11

Debêntures - 1ª Emissão Debêntures - 3ª Emissão

Saldo atual: 260,684 Saldo atual: 308,221

Indexador: CDI Indexador: TR

Juros ao ano: 0.90% Juros ao ano: 10.45%

Banco Coordenador: Bradesco BBI Banco Coordenador: Itau BBA

Duration: 31 meses Duration: 39 meses

Coupon: Semestral (Jan/Jul) Coupon: Semestral (Set/Mar)

Principal em 4 parcelas anuais a partir de jul/11 Principal em 5 parcelas semestrais a partir de set/12

Capital de Giro SFH

Saldo atual: 1,165,533 Saldo atual: 1,449,237

Indexador: CDI Indexador: TR

Juros ao ano: 2.10% Juros médios ao ano: 10.77%

Credor: Diversos Credor: Diversos

Duration: 20 meses Duration: 10 meses

Consolidado por Credor Consolidado por Índice

Total: 3,710,259 Total: 3,710,259

Debênture 29.53% CDI 43.76%

Bradesco 15.13% TR 48.02%

Santander 14.44% Outros 8.22%

Itaú Unibanco 13.90% Duration: 19 meses

HSBC 7.08%

Outros 19.93%

Below is the schedule of payments of our debts, excluding debts of SFH.

-

100,000

200,000

300,000

400,000

500,000

0

200,000

400,000

600,000

800,000

1,000,000

1,200,000

1,400,000

1,600,000

1,800,000

2,000,000

Am

ort

izações

Pri

ncip

al -

Sald

o D

eved

or

Dívida (exclui SFH e parcerias em projetos - já contemplados no fluxo das SPE's) - cronograma pós 2T10 e saldo devedor no fim do período (R$mil)

Debêntures Klabin Segall (Quitadas)

Principal

Saldo Devedor


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The following chart shows the indebtness of the Company as of March 31, 2010:

Liquidez (R$ mil) 2T10

Disponibilidade e aplicações 1,120,213

Endividamento (3,710,259)

Dívida Líquida 2,590,046

Patrimônio líquido 5,613,164

Dívida / PL 66.1%

Dívida Líquida / PL 46.1%

Usually the Company and its Subsidiaries bestow the following guarantees in the financing operations and lending: (i) mortgage of land, (ii) pledge or fiduciary assignment of receivables from the sale of Units, and (iii) personal security of members of SPE to the project funding agent. Financial Capacity

We believe that our current reserves, along with funds expected to be generated from operations, will be sufficient to meet our working capital need and financial obligations. We presented in the last three fiscal years an Adjusted EBITDA margin of 27.4% and a cash flow of R$98,8 million. We present an analysis of liquidity of the Company at June 30, 2010, as described below:

Liquidity (In R$ thousands)

Availability and applications 1.120,2 Indebtness (3.710,3) Net Debt 2.590,1 Net Worth 5.613,2

Debt / Net Worth 66,1%

Debt Worth / Net Worth 46,1%

Contractual Obligations

The table below summarizes the due dates of our material contractual obligations as of June 30, 2010, which are composed of obligations resulting from financing, loans, debentures and the acquisition of land. The loans, financing and debentures are adjusted by the CDI plus interest that varies from 0.9% per year to 3.0% per year, or adjusted by the TR plus an average interest of 10.5% to 10.8% per year. The majority of accounts payable for the acquisition of land are adjusted by the IGP-M.

Payments of the principal by period

In R$million Total

Inferior

1 to 2

2 to 3

Superior to 3

to 1 year years years years

Financing, loans and debentures 3.710 1.787 511 528 884 Payable for land acquisition (1) 929 643 32 71 183

Total 4.638 2.430 543 599 1.066

(1) Accounts payable for acquisition of land acquired over time. Does not include land acquired through exchange.


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In addition to the contractual obligations set forth in the table above, we also have contractual obligations referring to: (i) repayment of certain taxes pursuant to the Special Program for Payment of Taxes in Installments (Programa de Parcelamento Especial), or PAES; and (ii) acquisition of land to be used in the development of real estate projects. As of March 31, 2010, we had an outstanding balance of R$580.1 million from property acquisition. 95.1% must to be paid by 2013. Most of our accounts to pay are adjusted by the INCC or IGP-M indexes plus annual interest rate that vary from 6% to 12.0%.

Transactions not recorded in the Financial Statements

On June 30, 2010, we did not have any operations or obligations not recorded in our financial statements. We do not have Subsidiaries not included in our consolidated financial statements, nor do we have any interests in or relationships with any special-purpose entities that are not reflected in our consolidated financial statements.

Transactions not Reflected in Financial Statements

There was no release or disposal of the Company's operating segments is not reflected in financial statements. There was no acquisition or disposal of equity interest not reflected in financial statements. There was no unusual event or transaction is not reflected in financial statements. There are no assets and liabilities held by the Company that do not appear on its balance sheet. According to Corporate law in force, the deferred income (REF) of the Company and its subsidiaries and affiliates, is not shown and / or recorded in the statutory financial statements and consolidated. Only registered and are evidenced in the accounting tax balance sheets, which are generated each month for tax purposes. For more information, check the notes in the financial statements of the Company.

Accounting Practices

The main changes introduced by Law 11.638/97 and Provisional Measure No. 449 applicable to the Company's accounting practices for fiscal years 2007, 2008 and 2009 were:

• Compulsory registration in property rights that have tangible assets for maintaining the Company's activities, including those arising from leases classified as capital leases;

• Requirement that investments in financial instruments are recorded: (i) at market value or equivalent value in the case of applications for trading or available for sale, (ii) at cost of acquisition or issuance price, updated as legal or contractual provisions, adjusted for the likely realizable value, when it is lower in the case of applications that will be held until the maturity date, and (iii) at amortized cost, loans and financing and accounts receivable.

• Elimination of presentation rubric of "non-operating income" in demonstration of the result, and

• Replacement of the statement of sources and uses of funds by the statement of cash flows. Accounting procedures adopted in Brazil have specific rules for companies in the sector of real estate market, especially in the context of ownership of the sales result. These criteria were established by the Federal Accounting Council (CFC) in May 2003, and are used by us as the basis for the appropriation of our results, where forward sale of units not yet completed, as described in detail below. In the case of incorporations whose works were started from January 1, 2004, we appropriated the result based on the scheme of costs incurred in relation to the total cost budgeted. In the case of sales of units already completed, the recipes are appropriate at the time the sale is consummated, regardless of the deadline for receipt of the contracted value. On December 17, 2008, approved the guidance OCPC - 01 which deals with Entities and Real Estate Development was


97 BZDB01 88044462.3 03-set-10 20:27

aimed to standardize and clarify issuances that generated doubts about the accounting practices adopted by companies, real estate development. The main rules changes that impacted on the criteria above statements have been discussed and are detailed in our notes to financial statements of December 31, 2009, mainly in Item 2 - Presentation of Financial statements and key accounting practices. Additionally, the Company records its allowances for contingencies in accordance with the classification of its legal counsel, following the legal criteria. With regard to tax credits the Company performs the activation of such credits as approved annual review by the Board in relation to projected use of such credits. As a general rule, in the preparation of financial statements are assumptions adopted for the recognition of the estimates for records of assets, liabilities and other operations such as provisions for contingencies mentioned here, allowance for doubtful accounts, provision for cancellations, useful life of fixed assets, percentage of progress of work, the result of real estate development and sale of property and income tax on current and deferred income, classification of short and long term, among others. The directors and key executives of the Company monitor and periodically review these estimates and assumptions so that the values of these are always as close as possible to the actual values resulting from the Company's operations.

Quantitative and Qualitative Analysis of Market Risks We are exposed to market risks related to our operating activities. Among the main risks that we are exposed to, we cite the following.

Interest Rate Risk

The majority of our costs and our entire portfolio of unfinished projects are updated by the INCC index. The increase of one percentage point in such index in the quarter ended June 30, 2010 would represent a decrease of R$15.4 million in our net income for the second quarter of 2010. All of our financial investments and approximately 43.8% of our total indebtedness bear interest at a rate adjusted by the CDI. An increase of one percentage point in the average rate of the CDI for the quarter ended June 30, 2010 would represent an increase of R$5.7 million in our net income for the quarter ended June 30, 2010.

Liquidity Risk

We seek to avoid liquidity risks by keeping an effective management of cash flows, supported by a solid capital structure and adequate levels of leveraging. In addition, our management constantly monitors our assets and liability positions.

Inputs Price Risk

The costs of our Units are directly influenced by the costs of raw materials used in our constructions, such as cement and steel. Generally, an increase in the price of such materials would lead to a proportional increase in the costs of our Units.

Relevant Subsequent Events that are not Considered in the Financial Statements

Issuance of Promissory Note

In July 13, 2010, the Company, according to Resolution CVM No. 358 of January 3, 2002, filed a Request for

Promissory Notes of the 1st Issuance of the Company, according to Resolution CVM No. 476 of January 16,

2009, before CETIP S.A. - Balcão Organizado de Ativos e Derivativos. The issuance will be composed of up to 10 (ten) promissory notes, with a face value of R$30.000, in a single series, totaling the amount of up to R$300.000, with maturity of 150 (a hundred and fifty) days counted from the issuance date, with payment of principal and interest in the maturity date of the promissory notes, as approved by the Board of Directors in June 29, 2010.


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Issuance of Debentures

In August 10, 2010, the Board of Directors of the Company approved the 4th issuance of debentures, non-convertible into shares, unsecured, according to Resolution CVM No. 476, of January 16, 2009, as may be amended (“Resolution CVM 476”). The Company issued 280 (two hundred and eighty) debentures, non-convertible into shares, with face value, ate the issuance date, of R$1,000 each, totaling an issuance of R$280,000, with maturity in August 10, 2016. As from the issuance date, the debentures will receive a consideration corresponding to the accrued variation of the average daily rates of DI (interbank deposits) in a day, Over Extra-Group, plus surcharge of 2.40% per year, based on 252 (two hundred fifty two) business days, calculated and published daily by CETIP, in an exponential and cumulative basis, pro rata per business day, upon the Face Value of Debentures non amortized, as from the issuance date or the date of payment of the last Consideration. The payment of interests shall be made quarterly as from November 10, 2010 and the principal shall be amortized into 16 (sixteen) quarterly installments, equal and consecutive, as from November 10, 2012. CRI Issuance

In July 26, 2010, the Board of Directors of the Company approved the Second Series of the Second Issuance of Certificates of Real Estate Receivables (CRIs) based on real estate credits resulting from the trade of residential and commercial units, with the following characteristics:

Issuance Date Maturity Date Series Issuance Quantity Face Value Total Issuance Value

08/05/2010 08/07/2013 2nd

2nd

89 1.000 89.000

The CRIs will receive interest equal to: (i) the monetary restatement of the Reference Rate, whose maturity will be every fifth day of each month, and (ii) interest of 9.4% (nine point four per cent) per year, capitalized daily on a exponential and pro-rata cumulative basis, based on a year with 360 days. The value of principal and interests shall be amortized twice a year as from February 9, 2011 until the CRIs’ maturity date, in August 7, 2013. The primary distribution of the CRIs will be public, in over-the-counter market, with intermediation of entity from the securities distribution system, through the CETIP 21, managed by the CETIP S.A. - Balcão Organizado de Ativos e Derivativos (“CETIP”), with other securities under custody of CETIP. The Lead Manager will perform the placement of CRI among the interested qualified investors, at its sole discretion, subject to Resolution CVM No. 476, of January 16, 2009. The CRIs shall not be written by more than 20 (twenty) investors, as provided in Resolution CVM No. 476. As a public offer with restricted efforts of distribution, the Issuance will not be filed in the CVM, in accordance with Resolution CVM No. 476.

Operation Results

Over the quarter ended March 31, 2010 our revenues raised primarily from the development and sale of units of our residential real estate. Also, we received a smaller portion of our revenue from the leasing of real estate registered under "Other Operating Revenues" due largely to the rental of stores from developments of our subsidiary REP. The gross revenue from sales of property accounting is appropriate according to the evolution of the financial cost of construction of the project, or even that we have already sold all the real estate development, income from development and sale of Units is recorded according to the percentage of completeness of work. On this basis, the main factors that influenced the balance of gross revenue over the quarter ended March 31, 2010 were the sale of units and the financial advancement of the costs of their respective projects.


99 BZDB01 88044462.3 03-set-10 20:27

Most of our receivables portfolio (approximately 75.9% of our total portfolio at March 31, 2010) is updated by INCC, this being the main index on our gross revenue. As mentioned in item (c) of section 5.2 of this form, we use some strategies to minimize impact on the variation of this index on our revenues. We emphasize that we do not have relevant revenue in foreign currency. The main indexing rates present in our business plan are the INCC and the CDI:

a. INCC: most of our costs and our entire portfolio of projects not completed receipts are updated by this index. An increase of one percentage point at this rate during the quarter ended June 30, 2010, would represent a decrease in net income of the Company of R$15.4 million in second quarter of 2010.

b. CDI: All of our investments and approximately 43.8% of our total debt are linked to the CDI. An

increase of one percentage point over the average rate of CDI's three-month period ended June 30, 2010, would represent an increase in Net Income of the Company of R$5.7 million in second quarter of 2010.

c. Exchange rates: The Company has no debts or receivables denominated in foreign currency.

Additionally, none of the relevant costs of the Company is denominated in foreign currency.

Internal controls

We understand that the internal procedures and systems for preparation of financial statements are sufficient to ensure the efficiency and accuracy. Given the accelerated growth of the Company and the format of development of our real estate projects through special-purpose entities, the Company decided to deploy the SAP system management information in order to improve its internal controls. The beginning of the SAP System in the Company is scheduled for the beginning of the second quarter of 2010. Additionally, from the year 2009, certain subsidiaries of the Company created internal audit department, which has as main objective to ensure that operationally the Company maintains quality standards and controls that will contribute to the continued improvement of preparation of financial statements of the Company. There are no weaknesses and recommendations on internal controls in the report of the independent auditor. There is no chance of redemption of shares of the Company other than provided by law.

10.2. The directors should comment about

a. Results of the Company’s operations, in particular:

i. Description of any major components of revenue

Over the fiscal years ended December 31, 2006, 2007, 2008, 2009 and during the quarter ended March 31, 2010, our revenues are primarily due to development and sales of units of our residential real estate. Moreover, as described in item b of section 7.2, this form, received a smaller portion of our revenue from the leasing of real estate registered under "Other Operating Revenues" due largely to the activities of letting of shops developments of our subsidiary REP.

ii. factors that materially affected the operating results

Gross revenue from sales of property accounting is appropriate according to the evolution of the financial cost of construction of the project, or even that we have already sold all the real estate development, income from


100 BZDB01 88044462.3 03-set-10 20:27

development and sale of units is recorded according to the percentage of completeness of work. On this basis, the main factors that influenced the balance of gross revenue over fiscal years ended December 31, 2007, 2008, 2009 and over the quarter ended March 31, 2010, were sales of units, and advance financial costs of their projects.

b. Variations in revenue attributable to changes in prices, exchange rates, inflation, changes in volumes and

introduction of new products and services

Most of our receivables portfolio (approximately 75.9% of our total portfolio at March 31, 2010) is updated by INCC, this being the main index on our gross revenue. As mentioned in item (c) of section 5.2 of this form, we use some strategies to minimize impact on the variation of this index on our revenues. We emphasize that we do not have relevant receipts denominated in foreign currency.

c. Impact of inflation or changes in the price of key inputs and products, the exchange rate and interest rate in

operating income and the Company's financial results..

As mentioned in section 5.2 of the form, the main indexing rates present in our business plan are the INCC, and the CDI: INCC: most of our costs and our entire portfolio of receipt of completed projects are updated by this index. An increase of one percentage point at this rate during the quarter ended March 31, 2010, would represent a decrease in net income of the Company of R$2.9 million in the first quarter of 2010. CDI: all of our investments and approximately 35.4% of our total debt are linked to the CDI. An increase of one percentage point over the average rate of CDI's quarter ended March 31, 2010, would represent an increase in Net Income of the Company of R$3.2 million in the first quarter of 2010. Exchange rates: The Company has no debts or receivables denominated in foreign currency. Additionally, none of the relevant costs of the Company is denominated in foreign currency.

10.3. The directors should comment on the material effects that the events below have caused or are

expected to cause to the Company's financial statements and results.

a. Introduction or disposal of operating segment

There was no release or disposal of the Company's operating segments not reflected in the financial statements.

b. Constitution, acquisition or disposal of equity interest

Due to the incorporation of AGRE’s shares by PDG, there was the transfer of all issued shares of AGRE to PDG, with the aim of making AGRE a wholly-owned subsidiary of PDG, under Article 252 of the Corporations Law. The transaction was performed under the Protocol and Justification for Merger of Shares of AGRE by PDG, executed by the managers of such companies on May 3, 2010. The Merger of Shares aims to unify the management and shareholder bases of the Companies, as well as provide synergy gains resulting from the unification of the activities of companies that will become more efficient structure for the development of real estate projects, with potential cost-saving technical, supplies and other general and administrative costs, and enable greater growth and profitability of businesses developed by the Companies. The Merger of Shares creates the largest real estate company in the country, and aims to unify the management and shareholder bases of the Companies, as well as provide synergy gains resulting from the unification of the activities of companies that will have more efficient structure, incorporating two additional regional land banks, making up a portfolio of relevant products in all income groups. It is further considered that there is a potential cost saving technical, procurement, and other general and administrative costs, providing better conditions for increased growth and profitability of businesses developed by the Companies.


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Implemented the incorporation we believe that there will be increase in all lines of the Company's financial statements, providing higher sales and strong profitability. However, AGRE currently has margins lower than the Company, especially due to higher financial expenses. We believe that in the short term we will be able to financially restructure AGRE, reducing its financial costs and improving the profit margins, making it closer to the Company's current margins.

c. Events or unusual operations

There is no unusual event or transaction not reflected in financial statements. 10.4. The directors should comment about: The comments below refer also to the three fiscal years

a. Significant changes in accounting practices

2006 Except for changes resulting from legislation, there were no material changes in accounting practices of the Company. 2007 The accounting practices of the Company for the fiscal year ended December 31, 2007 have changed due to the entry into force of Law 11.638/07 and Provisional Measure No. 449. 2008

In 2008, with the entry into force of Law No. 11,638/07 and the Provisional Measure No. 449 of December 3, 2008, were promoted amendments aimed, in particular, update the Brazilian corporate law to enable the convergence of practices adopted in Brazil with those contained in the International Accounting Standards (“IFRS”) and allow new accounting rules and procedures are issued by the Securities Commission in line with international standards of accounting. However, it is worth mentioning that during the period from January to November 2008 only controlled Goldfarb Incorporations and buildings classified SA and its subsidiaries in the CIV (cost of properties sold) charges for loans for construction. In December of that year, all other subsidiaries and affiliates of the Company recognized the effect of such charges retroactively in CIV, when occurred the reclassification of financial expenses for CIV and inventory, when applicable.


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b. Significant effects of changes in accounting practices

The main changes introduced by Law 11.638/97 and Provisional Measure No. 449 applicable to the Company's accounting practices for fiscal years 2007 and 2008 were:

- Compulsory registration in property rights that have tangible assets for maintaining the

Company's activities, including those arising from leases classified as capital leases; - Requirement that investments in financial instruments are recorded: (i) at market value or

equivalent value, when tartar applications for trading or available for sale, (ii) at cost of acquisition or issuance price, updated as legal or contractual provisions, adjusted for the likely realizable value, when it is lower in the case of applications that will be held until the maturity date, and (iii) at amortized cost, loans and financing and accounts receivable.

- Elimination of presentation rubric of "non-operating income" in demonstration of the result, and - Replacement of the statement of sources and uses of funds by the statement of cash flows.

c. Caveats and emphases present in the auditor's opinion

There were no reservations or emphases present in the opinion of the auditor in the fiscal years 2006, 2007 and 2008, except for the exception of the review of financial statements in March, June and September 2008 on account of failure of the calculation of present value adjustment of accounts receivable of the Company, which was only held from December 31, 2008. Failure to perform and record of AVP was the subject of consensus among various companies of the industry and, therefore, the exception was implemented on the advice of several companies in the sector that are also audited by our current independent auditors. 10.5. The directors shall indicate and comment on critical accounting policies adopted by the Company, exploring in particular accounting estimates made by management on issues relevant to the uncertain description of the financial position and results, which require subjective or complex judgments, such as stores, contingencies, revenue recognition, tax credits, long-lived assets, useful lives of assets not circulating, pension plans, changes in foreign currency conversion costs, environmental remediation, testing criteria for asset recovery and financial instruments Brazilian accounting practices have specific rules applicable to real estate companies, particularly with respect to the recognition of sales revenue. Such rules were established by the Federal Accounting Council (“CFC”) in May 2003 and are used by us as a basis for our results appropriation, in cases of installment sales of uncompleted units, as detailed ahead. For development projects started on or after January 1, 2004, we recognize revenues in the proportion that costs incurred to date bear to total estimated costs. For sales of completed units, revenue is recognized when a sale is effected, regardless of the date of receipt of the contracted sale amount. Guidance OCPC 01 was approved on December 17, 2008, with the primary objective of regulating and clarifying issues that gave rise to doubts concerning accounting practices adopted by the real estate companies. The main rules that caused changes in accounting practices were discussed above and are detailed in our notes to the financial statements for the year ended December 31, 2008 and for the quarterly information – ITR of June 30, 2009, especially item 2 – Presentation of Financial Statements and key accounting practices. Additionally, the Company records its allowance for contingencies in accordance with the classification of its legal counsel, following the legal criteria. With regard to tax credits, the Company performs the activation of such credits as approved annual review by the Board in relation to projected use of such credits. As a general rule, in the preparation of financial statements are adopted assumptions for the recognition of the estimates for records of assets, liabilities and other operations such as provisions for contingencies mentioned here, allowance for doubtful accounts, provision for cancellations, useful life of fixed assets, percentage of progress of work, the result of real estate development and sale of property and income tax on current and deferred income, classification of short and long term, among others. The directors and key executives of the Company monitor and periodically review these estimates and assumptions so that the values of these are always as close as possible to the actual values resulting from the Company's operations.


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10.6. With respect to internal controls adopted to ensure the preparation of reliable financial statements, the

directors should comment:

a. Degree of efficiency of such controls, indicating possible defects and actions taken to correct

them

We understand that the internal procedures and systems for preparation of financial statements are sufficient to ensure the efficiency and accuracy. Given the accelerated growth of the Company and the format of development of our real estate projects through special-purpose entities, the Company decided to deploy the SAP system of information management in order to improve its internal controls. The expected start of SAP system in the company is the beginning of the second quarter of 2010. Additionally, from the year 2008, certain subsidiaries of the Company created internal audit departments, which have the main objective of ensure that operationally the Company maintains quality standards and controls that will contribute to the continued improvement of preparation of financial statements of the Company.

b. Deficiencies and recommendations on internal controls in the report of the independent auditor

None.

10.7. If the Company has made a public offer of securities, the directors must comment

a. How have the resources resulting from the offering been used

We conducted 3 primary public offerings of shares and 2 offerings of debentures non-convertible into shares in the last 3 years. The resources involved in issuing these securities were invested in land acquisition, general and administrative expenses, construction of real estate projects and portfolio investments of the Company.

b. If there were significant deviations from the effective application of resources and the

implementing proposals disclosed in the prospectuses of their distribution

There was no significant differences.

c. If there were deviations, reasons for such deviations There was no significant deviation.

10.8. The directors must describe the items that have not been evidenced in the Company's financial

statements, indicating:

a. Assets and liabilities held by the Company, directly or indirectly, that do not appear on its balance

sheet (off-balance sheet items), such as:

i. operating financial leases, assets and liabilities

ii. portfolios of receivables written off over which the entity maintains risks and responsibilities,

indicating their liabilities

iii. contracts for future purchase and sale of products or services

iv. construction contracts not completed


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v. contracts for future receipts financing

There are no assets and liabilities held by the Company that do not appear on its balance sheet.

b. Other items not shown in the financial statements

There are no assets and liabilities held by the Company that do not appear on its balance sheet. According to Corporate law in force, the deferred income (REF) of the Company and its subsidiaries and affiliates, is not shown and / or recorded in the statutory financial statements and consolidated. Only registered and are evidenced in the accounting tax balance sheets, which are generated each month for tax purposes. For more information, check the notes in the financial statements of the Company. 10.9. For each of the items not disclosed in the financial statements referred to in item 10.8, the directors

should comment:

a. How such items are likely to alter or amend the revenue, expenses, operating income,

financial expenses or other items from the Company's financial statements

b. Nature and purpose of the operation

c. Nature and amount of the obligations and rights created in favor of the Company as a result of

the operation

Non applicable. There are no Company’s assets and liabilities not exposed in its financial statements. 10.10. The directors shall indicate and comment on key elements of the Company's business, specifically

exploring the following topics:

a. Investments, including:

i. qualitative and quantitative description of the investments in progress and planned investment

ii. sources of investment financing

iii. ongoing relevant divestitures and planned divestitures

To develop our business plan, we optimize our funding sources with an equalized between capital structure and leverage. The main sources of financing used by the Company are the credit lines obtained with banks and other financial institutions, as well as issuances of securities of the Company raised in the market, as non-convertible debentures. This structure provides resources for our main object of investment, which is the acquisition of land, as we have funding available for spending on construction. The Company has no investments other than the purchase of relevant land and have no projects for mergers and acquisitions and diversification of relevant investments. We actively participate in the land acquisition process, because we believe that it is a critical stage in the development of a real estate project and that it is the first distinguishing factor of the residential units to be launched. Each decision to acquire a parcel of land is analyzed and must be approved by our board of executive officers. We acquire lands from individuals, legal entities and in judicial and extrajudicial auctions and carry out


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an audit to assure legal and environmental compliance in connection with the acquisition of the lands where our real estate projects will be developed. As is customary in the industry, we evaluate the cost/benefit ratio of our acquisitions by managing any potential legal and/or environmental risks, in accordance with the opinion of our legal and technical advisors. Concurrently with this audit, we carry out a study to confirm the financial feasibility of the project and often hire an outside consultant to prepare a market research report. Based on our investments in land acquisition over the past few years and after incorporation of Agre, now we have a land bank covering 16 states and 101 cities. The potential sale value of the projects present in our land bank on June 30, 2010 is approximately R$30.2 billion. There was no planned divestitures

b. If disclosed, indicate the acquisition of plant, equipment, patents or other assets that should materially

influence the productive capacity of the Company

There were no purchases of land, plants, equipment or other material assets.

c. New products and services, indicating :

i. description of ongoing research already disclosed

ii. total amounts spent by the Company in research to develop new products or services

iii. development projects already disclosed

iv. total amounts spent by the Company in developing new products or services

There are no new projects in development because, as described in paragraph "a" of subsection 10.10, the focus of the Company's business is exclusively the purchase of land. 10.11. Comments on other factors that influenced in a relevant operational performance and have not

been identified or commented on other items in this section

There are no other factors that influenced in a relevant operational performance of the Company and which have not been identified or commented on other items in this section 10


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11. PROJECTIONS

11.1. Identification of the projects:

a . Projection’s Object

The company projects launchings achieving an Overall Sales Volume for the 2010 in the range of R$6.5 billion to R$7.5 billion. The projection is composed of hypothetical data that shall not constitute performance commitment.

b . Projected period and the duration The projection comprises only the projects launched in 2010.

c . Assumptions of the projection, with an indication of which can be influenced by management

Projection based on current land bank of the company that includes projects to be launched by it in 2010. This projection reflects the company's vision for the demand on their releases for the year 2010. If demand for our products is somehow affected in the course of the year, the projection will be duly reviewed (positively or negatively).

d. Indicator values that are subject of the projection

PSV launches – (R$million)

2006 301 2007 1.233 2008 2.612 2009 3.027

11.2. In the event that the Company has disclosed, during the three fiscal years, forecasts on the evolution of the

indicators:

a. state which are being replaced by new projections included in the form and which of them are being

repeated in the form

The projection of launches for the year 2010 (in the range of R$6.5 billion to R$7.5 billion) has already been widely disseminated through Insights, quarterly conferences and corporate presentations and the company is not being changed.

b. as to projections for periods elapsed, designed to compare the data with the effective performance of the

indicators, indicating clearly the reasons for deviations in the projection

In the year 2007 we amounted launches of R$1.23 billion against a projected release of launches for the year in the range of R$1.05 billion to R$1.2 billion; In the year 2008 we totaled launches of R$2.612 billion against a projected release of launches for the year in the range of R$2.6 billion to R$2.8 billion. In the year 2009 we amounted launches of R$3.03 billion against a projected release of launches for the year in the range of R$2.8 billion and R$3.5 billion.


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c. as to projections for periods still ongoing, whether the projections are still valid on the date of delivery of

the form and, when appropriate, explain why they were abandoned or replaced

The projections remain valid.


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12. GENERAL MEETING AND ADMINISTRATION

12.1. Description of the administrative structure of the Company as set out in its articles of incorporation and

bylaws, identifying:

a. Responsibilities of each agency and committee

a.1. Board of Directors

(a) establish the objectives, policy and general direction of the Company's business; (b) to elect, dismiss, set compensation and duties of Board members, within the limits established by the General Assembly or defined by it, (c) supervise the administration of Directors, (d) appoint and dismiss the Company's independent auditors when appropriate, (e) manifest themselves in advance about the Management Report, the accounts of the Board and the Company's Financial Statements and consider the monthly balance sheets; (f) submit to the General Meeting the proposed allocation to be given to the Company's net income for each fiscal year or on shorter periods; (g) approve the general budget of the Company, (h) approve the Company's business plan, ( i) setting the limit of indebtedness of the Company, (j) decide on the hiring by the Company for financing and loans worth more than 10% (ten percent) of the Company's net worth, calculated at the last balance sheet, for this operation; (k) decide upon the issuance by the Company, of warrants, debentures or other securities, (l) authorize the repayment, redemption or repurchase of shares of the Company to be held in treasury or for cancellation, and to decide on the possible sale of the shares eventually held in treasury, (m) offer the option to purchase shares plans to directors and employees of the Company; (n) to establish the value of the bonuses of directors and employees of the Company, (o) decide on the conclusion, amendment and termination of contracts and execution of operations of any kind between, on one hand, the Company and, Furthermore, the shareholders of the Company and / or its subsidiaries, affiliates or controlling shareholders of the Company, (p) to discuss the company's participation in other companies, as partner unit holder or shareholder, as well as their participation in consortia and agreements association and / or shareholders' agreements and the formation of companies in Brazil or abroad, by the Company, provided that the investment in the company, or consortium agreement in question represents an investment in the Company of greater than or equal to 10% ( ten percent) of equity, calculated on the last balance sheet of the Company, (q) to increase the capital of the Company within the limit authorized by the bylaws, regardless of statutory reform, (r) authorizing the issuance of any credit instruments for the raising of funds, are bonds, notes, commercial papers or other common use on the market, acting on their conditions of issue and redemption; (s) sell fixed assets, and (t) perform other legal duties or which are conferred by the General Assembly, as well as resolve the missing cases

a.2 Executive Board

(a) conduct the general policy and management of the Company, as determined by the Board, (b) coordinate the progress of the ordinary activities of the Company, including compliance with the resolutions passed in General Meetings, at meetings of the Board and their own meetings, (c) develop annual and/or multiyear business plans and budgets for the Company, and submit them to the Board, (d) execute business plans and budgets of the Company, approved by the Board; (e) submit to the Board the proposed allocation of net income each fiscal year, (f) determine the six-monthly survey of intermediaries and submit quarterly to the Board the trial balance economic, financial and patrimonial sheet of the Company, (g) prepare the report and financial statements for each fiscal year, (h) open, operate and close bank accounts and investment, (i) respecting the powers of the Board and the provisions of the Company's Bylaws , compromise, waive, give up, do deals, make compromises, incur obligations, make use of funds, purchase, mortgage, engage or otherwise encumber movable and immovable assets and provide guarantees, signing contracts and their terms, (j) represent Company in or out court, active and passive, before any government agencies or federal, state or municipal authorities, as set forth in the Company's Bylaws, (k) approve the granting of any form of collateral or personal guarantee by the Company in favor of any third party, ensuring its own bonds or third parties, and (l) perform other legal duties or that are granted by the Board.

a.3 Remuneration and Stock Option Plan Administration Committee

General tasks: (i) submit to the Board proposal for the aggregate annual compensation of the Officers and Directors of the Company, which shall include any amount to be paid, directly or indirectly by the Company and / or its subsidiaries, as compensation, bonus, prize, participation in profits and / or dividends, (ii) submit to the Board proposal to distribute the overall remuneration annually approved by the general meeting between the Directors and the Officers of the Company, as remuneration for the services rendered to the Company and / or its subsidiaries, (iii)


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decide on the granting of options to purchase or subscribe for shares to officers, directors and employees of the Company and its subsidiaries, (iv) to administer the Stock Option Plan approved at the Extraordinary General Meeting held on January 9, 2007 (“First Plan”), subject to the terms of the First Option Plan, (v) decide on the participation of the Officers, Directors and employees Company and its subsidiaries in the profits of the Company and its subsidiaries, (vi) speak on any contract to be concluded between the Company or any of its officers, directors and employees, covering the payment of amounts by way of compensation..

b. Date of installation of the board of auditors, if this is not permanent, and creation of committees

Currently, the Board of Auditors comprises three members and one alternate, all elected at the general meeting of shareholders held on August 31, 2009, with a mandate until the ordinary general meeting of the Company who shall decide on the numbers of the Company for the year ended in 2009. The Committee for Compensation and Management of Stock Option Plans was established in December 23, 2008, when its members were also elected.

c. Mechanisms for evaluating performance of each agency or committee

There are no mechanisms for evaluating agencies and committees.

b. Regarding the direction members, their individual powers and duties

The duties of our Chief Executive Officer are to (i) submit for approval by the Board of Directors the business plans and annual budgets, the investment plans and the new plans for expansion of the Company and our controlled companies and subsequently execute the approved plans; (ii) prepare, in conjunction with the other officers, our operating strategies and guidelines as well as establish the performance criteria to implement decisions defined at Shareholders' and Board of Directors' Meetings; (iii) supervise the execution of all activities; (iv) coordinate and supervise the activities of the Direction, by calling to order and presiding its meetings; and (v) perform the other attributions that may be assigned to him by the board of directors. The functions of our Investor Relations Officer are to (i) disclose and communicate to the CVM and the BM&FBOVESPA, when applicable, any material act or fact occurred or related to our business, as well as see to its prompt and simultaneous disclosure to all markets in which our securities are admitted for trading, in addition to other attributions that may be assigned to him by the board of directors; (ii) provide information to investors; and (iii) keep our share registration updated by providing the required information under the applicable CVM rules. The functions of our Vice-Chief Financial Officer are to (i) implement any guidelines determined by the board of directors; (ii) perform the financial management of the Company; (iii) manage our internal control system and accounting areas; and (iv) replace the Chief Executive Officer during his absence or temporary disability, according to our bylaw. The Investment and Management Planning Officer is responsible for: (a) review and approve new investment to perform the activities of the Company, (b) implement the management model in the Company's investees, (c) monitor the performance of the Company's property investments and controlled companies, (d) conduct the management planning of the projects of the Company and its subsidiaries, and (e) direct the activities of co-incorporation of the Company. The Administrative Operating Officer is responsible for: (a) formulate, coordinate and implement activities and procedures related to transfer customer credit of the Company and its subsidiaries, (b) overseeing the human resources department of the Company and its subsidiaries, (c) formulate, coordinate and perform the activities of Technology Information, as well as the implementation of the Company’s systems, (d) formulate, coordinate and perform operating administrative activities of the Company's and its subsidiaries.


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The General Counsel is responsible for: (a) formulate, coordinate and implement actions and legal procedures of the Company and its subsidiaries, (b) to monitor matters relating to regulation as a public company, (c) coordinate the preparation of contracts of the Company and its subsidiaries, according to decisions and negotiations with other executive officers, (d) monitor and represent the Company in general meetings and meetings of the Board of Directors of the Company and its subsidiaries. The Financial Planning Officer is responsible for: (a) plan, formulate and project the cash flows of the Company and its subsidiaries, (b) administer the treasury department of the Company and its subsidiaries, (c) structure, negotiate and monitor the real estate credit in each real estate project in which the Company and its subsidiaries participate, (d) conduct, coordinate and direct project management of the Company's subsidiaries.

e. Mechanisms for evaluating performance of members of the board of directors, committees and

board of auditors

The Company performs the evaluation of individual employees based on their performance in the initiative, proactive, decision making, professional behavior, interpersonal relationships, teamwork and commitment to targets and deadlines. After internal evaluation conducted by the Company, this is passed to the Committee for Compensation and Management of Stock Option Plans, which determines the performance evaluation of the employees, directors and officers that have variable pay.

12.2. Description of the rules, policies and practices relating to general meetings, indicating:

a. Notice of Meeting

The General Meetings of the Company are called with at least fifteen days in advance in the first call notice and eight days in case of a second call notice.

b. Competences

It is up to the General Meeting to deliberate over the following matters: without jeopardizing other matters of its competence: (a) amend the bylaws; (b) elect or dismiss, at any time, managers and supervisors of the Company, under de article 142 II; (c) take each year the management accounts and resolve the financial statements submitted; (d) authorize the issuance of debentures, under article 59 § 1; (e) suspend the exercise of the shareholder’s rights (article 120); (f) deliberate over the appraisal of goods with which the shareholder contributes for the capital stock; (g) authorize the issuance of beneficiaries parties; (h) deliberate on the transformation, consolidation, merger and spin-off of the Company and its dissolution and liquidation, elect and dismiss liquidators and examine their accounts; (i) authorize the managers to confess insolvency and bankruptcy; (j) removal from the Novo Mercado; and (k) choice of specialized company responsible for determining our economic value for purposes of public offerings required by the Rules of the Novo Mercado, among the companies identified by our Board of Directors, in a triple list.

c. Addresses (physical or electronic) in which the documents related to the general meeting

of shareholders will be available for analysis

The documents will be available in the Company’s headquarters in Praia de Botafogo, n° 501, 2° floor, CEP 22250- 040, Torre Pão de Açúcar, Rio de Janeiro / RJ, and on the Company’s website www.pdgrealty.com.br/ri.

d. Identification and management of conflicts of interests


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Pursuant to the law, the conflicts of interest are identified and managed by the chairman of the Board of Directors, through the analysis of the object and the parties of the contract.

e. Solicitation of proxies by the administration to exercise the voting rights

The representative must be fully constituted in the proxy and the proxy must contain the vote to be pronounced.

f. Necessary formalities for the acceptance of powers of attorney instruments granted by

shareholders, indicating that the Company accepts proxies granted by shareholders

electronically

The proxies must be sent notarized and with proven credentials of the signatories to the shareholder’s level. The Company does not accept proxies granted by electronic means.

g. Maintenance of forums and World Wide Web pages that are intended to receive and share feedback

from investors about the agendas of meetings None.

h. Live video broadcast and / or audio of meetings

None.

i. Mechanisms that allow the inclusion in the agenda, of proposals made by the shareholders None.


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12.3. In table form, inform the dates and newspapers publishing:

Year

Financial Statements for the year ended on 12.31.2009




Notice to shareholders communicating the availability of financial statements

Date (s) of publication in Newspapers

none Revision 30, March 31 and April 1, 2009

none March 30 and 31, 2007 and April 3, 2007 (DO) March 30, 2007 and April 2 and 3, 2007 (Valor)

Journal (s) Published

none Diário Oficial do Estado do Rio de Janeiro and Valor Econômico

Diário Oficial do Estado do Rio de Janeiro and Valor Econômico

Diário Oficial do Estado de São Paulo and Valor Econômico

Convocation of the ordinary general meeting which dealt with the financial statements


Revision 30, March 31, 2010 and April 1, 2010

issuance 15, 16 and 17, 18 and April 19 and April 1, 2009

March 28, 31 and April 1, 2008

April 13, 14 and 17, 2007 (OF) and April 13, 16 and 17, 2007 (Valor)


Diário Oficial do Estado do Rio de Janeiro e Valor Econômico



Diário Oficial do Estado de São Paulo e Valor Econômico

Minutes of the ordinary general meeting which dealt with the financial statements


May 13, 2010

May 4, 2009

May 5, 2008

May 7, 2007





Diário Oficial do Estado de São Paulo e Valor Econômico

Financial Statements


March 29, 2010.

April 13, 2009

March 28, 2008

April 3, 2007





Diário Oficial do Estado de São Paulo andValor Econômico

12.4. Description of the rules, policies and practices relating to the board, indicating:

The Administrative Council is comprised by at least five and at most eleven members. There is also a number of alternates members that will be determined in the general shareholders meeting, limiting the number of voted members, linked or not to specific committees, elected by the general shareholders meeting and dismissible by it at any time. The current members of the Board of Directors are:

Name Post Date of possession Term

Age Gilberto Sayão da Silva President April 29, 2010 AUG/2011 39 Alessandro Monteiro Morgado Horta Vice-president April 29, 2010 AUG/2011 39 José Antonio T. Grabowsky Effective Counselor April 29, 2010 AUG/2011 46 Michel Wurman Effective Couselour April 29, 2010 AUG/2011 33 Paulo Roberto Nunes Guedes Independent Counselour April 29, 2010 AUG/2011 60 Alexandre Gonçalves Silva Independent Counselour April 29, 2010 AUG/2011 65

a. Frequency of Meetings

Pursuant to our Bylaws, the Board of Directors shall always meet when covened by its President ou by the majority of its members. Historically, the meetings of the Board of Directors are held once every two months.

b. If they exist, the provisions of the shareholder’s agreement that establishes some restrictions or


113 BZDB01 88044462.3 03-set-10 20:27

linking to the voting exercise of the council members.

There is not.

c. Identification and management rules for interest conflicts

There is not. Pursuant to the Law 6.404/76, any member of our Board of Directors is prohibited of voting in any general shareholder meeting or meeting of the Board of Directors, or entering in any operation or business in which there have conflitants interests with the Company. 12.5. Description of the arbitration clause, if any, included in the statute for the resolution of conflicts

among shareholders and between them and the company through arbitration

Under Article 35 of the Bylaws, the Company, its shareholders, managers and members of the Board of Auditors shall resolve through arbitration any dispute or controversy that may arise between them, related to or resulting from, in particular the application, validity, effectiveness, interpretation, breach and its effects, the provisions in the rules of the Novo Mercado, the Bylaws, the Brazilian Corporate Law, the rules issued by the Conselho Monetário Nacional, the Central Bank or the CVM, and other rules governing the functioning of capital markets in general, beyond those contained in the Regulamento de Listagem do Novo Mercado and the Regulamento de Arbitragem da Câmara de Arbitragem do Mercado, which shall be conducted by the Câmara

de Arbitragem do Mercado established by BM&FBOVESPA in accordance with the regulations of such chamber, and the parties may, pursuant to Chapter 12 of the referred rules, agree on another chamber or arbitration center to resolve their disputes. 12.6. For each of the managers and members of the board of auditors of the Company, include, in table

form:

Name Age Profession CPF or Passaport

Elective Position

Date of election

Date of possesion Term

Other duties or functions performed at the Company

Elected by the Controller

Gilberto Sayão da Silva

39 Manager of third party resources

016.792.777-90

President of the Board of Directors

April 29, 2010

October 20, 2006

AUG/2011 Member of the Remuneration and Stock Option Plan Administration Commitee

N/A

Alessandro Monteiro Morgado Horta

39 Eletronic engeneer

005.153.267-04

Counsils vice-president

April 29, 2010

October 20, 2006


N/A

José Antonio T. Grabowsky

46 Civil engeneer

853.592.207-59

Chief President, meber of the administrative counsil.

April 29, 2010

October 20, 2006

AUG/2011 (as board member) and AUG/2012 (as officer)

None N/A

Michel Wurman

33 economist 025.915.137-83

Executive Vice President of Finance and Director of Investor Relations Member of the Board of Directors.

April 29, 2010

October 20, 2006

AUG/2011 (as board member) and AUG/2012 (as officer)

None N/A

Alexandre Gonçalves Silva

65 Mecanic engeneer

022.153.817-87

Independent board member

April 29, 2010

April 29, 2010

AUG/2011 None

N/A


114 BZDB01 88044462.3 03-set-10 20:27

Name Age Profession CPF or Passaport

Elective Position

Date of election

Date of possesion Term


Elected by the Controller

Paulo Roberto Nunes Guedes

60 Economist 156.305.876-68

Independent board member

April 29, 2010

April 29, 2010

AUG/2011 None

N/A

Frederico Marinho Carneiro da Cunha

32

Civil engeneer

895.019.007-97

Planning and Investment Management Officer

May 10, 2010

October 20, 2006

AUG/2012 None N/A

Cauê Castello Veiga Innocêncio Cardoso

27

Lawyer

307.856.048-12

General Counsel

May 10, 2010

November 13, 2009

AUG/2012 None N/A

João Miguel Mallet Racy Ferreira

30

Enterprise administratr

054.222.397-09

Financial Planning Officer

May 10, 2010

November 13, 2009

AUG/2012 None N/A

Marcus Vinicius Medeiros Cardoso de Sá

38

Economist

026.893.667-62

Operations Managing Officer

May 10, 2010

November 13, 2009

AUG/2012 None N/A

Roberto Carlos Madoglio

45

Enterprise administratr

048.066.338-60

Member of the Board of Auditors

April 29, 2010

August 31, 2009

AUG/2011 None N/A

Sergio Passos Ribeiro

37 Enterprise administratr

026.246.867-03

Independent member of the Board of Auditors

April 29, 2010

April 29, 2010

AUG/2011 None N/A

Pedro Quintella

32 Civil engeneer

043558557 67

Independent member of the Board of Auditors

April 29, 2010

August 31, 2009

AUG/2011 None N/A

Vitor Hugo dos Santos Pinto

30 Enterprise administratr

292.699.278-57

Alternate member of th Fiscal Cousil

April 29, 2010

August 31, 2009

AUG/2011 None N/A

Ricardo Kobayashi

44 economist 343.060.211-49

Alternate member of th Board of Auditors - Independent

April 29, 2010

April 29, 2010

AUG/2011

None N/A

Bruno Zaremba

35 economist 034.032.377-96

Alternate member of th Board of Auditors - Independent

April 29, 2010

April 29, 2010

AUG/2011

None N/A

12.7. Provide the information mentioned in item 12.6 in respect of members of statutory committees, as well as audit committees, risk, and financial compensation, even if such committees or structures are not statutory

164

Name Age Profession CPF ou Passaport

Elective Position

Date of election

Date of Possesion Term


Elected by the Controllers

4 The information provided in this section should include audit committees, risk, and financial remuneration, and the like organizational

structures, even if such committees are not statutory or structures, provided that such committees or structures involved in decision-making of the

administrative or management of the issuer as consultants or tax.


115 BZDB01 88044462.3 03-set-10 20:27

Gilberto Sayão da Silva

39 Manager of third party resources

016.792.777-90

President of the Board of Directors

April 29, 2010

October 20, 2006


N/A

Alessandro Monteiro Morgado Horta

39 Eletronic engeneer

005.153.267-04

Vice President of the Board of Directors

April 29, 2010

October 20, 2006


N/A

12.8. Each one of the directors and members of the counciul should provide:

a. curriculum, containing the following information:

i. main professional experiences over the last five years, indicating:

• Company’s name

• position and functions of the office

The duties associated with the positions of executives and directors are set out in the Bylaws of the Company, which are to: (a) establish the goals, policy and general direction of the Company’s business; (b) appoint, remove, set compensation and duties of the Executive Board members, within the limits established by the shareholder’s meeting; (c) supervise the management of the executives; (d) appoint and remove the Company's independent auditors, when applicable; (e) expose an opinion about the Management Report, the accounts of the Executive Board and the Company's Financial Statements and consider the monthly balance sheets; (f) submit to the shareholder’s meeting the proposed allocation that will be given to the Company's net income for each fiscal year or on shorter periods; (g) approve the general budget of the Company; and (h) approve the Company's business plan, among other.

• main activities of the Company in which these experiences occurred,

highlighting the corporations or organizations that are part of (i) the ecnonomic

group of the Company; or (ii) partners with direct or indirect participation, equal or

superor than 5% of the same class or type of Company’s securities.

ii. Indicate all of the management positions that occupes or have occupied in public

corporations.

Board of Directors of the Company

Gilberto Sayão da Silva – President of the Board of Directors

Mr. Sayão da Silva, 39, is currently the chairman of our Board of Directors. Mr. Sayão da Silva is also currently a partner at Vinci Partners and a member of its Executive Committee. Previously, he was a partner at Banco Pactual responsible for the areas of investment, corporate finance and hedge funds. Between 1998 and 2009, Mr. Sayão da Silva served on the Executive Committee of Banco Pactual and previously at Banco UBS Pactual, participating in strategic and corporate decisions and as chairman of the bank. From 2006 to 2009 he was the principal officer of UBS Pactual Gestora de Investimentos Alternativos Ltda., the holding investment company responsible for the wealth management of the former partners of Banco Pactual. He started his career at Banco Pactual in 1993 in the area of financial computer systems development and became a partner in 1995. Mr. Sayao da Silva is currently a member of the board of directors of several other companies, including Equatorial Energia S.A., Companhia Energetica do Maranhão – CEMAR, and Companhia Sidertirgica Nacional. Mr. Sayão graduated from Pontificia Universidade Catrilica do Rio de Janeiro with a degree in electrical engineering. Finally, Mr. Sayão Gilberto Silva


116 BZDB01 88044462.3 03-set-10 20:27

received a warning penalties in administrative proceedings No. 0,001,019,646 0,001,019,647 of the Central Bank of Brazil. Alessandro Monteiro Morgado Horta – Vice President of the Board of Directors.

Mr. Horta, 39, is currently the vice-president of our Board of Directors. Mr. Horta is currently a partner at Vinci Parnters and a member of its Executive Committee. Between 2006 and 2009 he was an officer at UBS Pactual Gestora de Investimentos Alternativos Ltda., the holding investment company responsible for the wealth management of the former partners of Banco Pactual, being also the Deputy CEO of Banco UBS Pactual. Between 2003 and 2006, Mr. Horta was the partner responsible for the administration and operations areas of Banco Pactual, which encompassed the operations, compliance, controllers, accountants, taxes, IT, legal, corporate services and human resources departments. From 2001 to 2006, Mr. Horta headed the area of investments of Banco Pactual, especially private equity investments. From 1997 to 1998, Mr. Horta worked as an equity trader for Banco CSFB Garantia, and between 1994 and 1997 he managed investment funds at Opportunity Asset Management. Mr. Horta also worked as an equity and fixed income trader, and as a real estate investments analyst, at Banco Icatu from 1991 to 1994. Mr. Horta has more than 18 years of experience in trading, corporate finance, capital markets, financial analysis and private equity investments. He previously served on the Consulting Board of Saraiva Livraria e Editores, Light S.A., and the board of directors of Satipel Industrial S.A. and Intesa S.A. Currently, he is a member of the board of directors of several other companies, among them Equatorial Energia S.A., Inbrands Gestora de Marcas S.A., Los Grobo do Brasil S.A. and Companhia Energética do Maranhão (CEMAR). He graduated from Pontifícia Universidade Católica do Rio de Janeiro with a degree in electronic engineering.

José Antonio T. Grabowsky

Mr. Grabowsky, 46, is a permanent member of our Board of Directors and our Chief Executive Officer, responsible for the coordination and execution of our activities. Prior to that, he was responsible for the coordination and development of the real estate investment department at Banco Pactual. He joined Banco Pactual in 2003 and became a partner in 2005. Before joining Banco Pactual, he worked for 13 years at the Icatu Group, where he was responsible for the investment area in the holding company of the Icatu Group. Under his coordination, Icatu Group co-developed several commercial, residential and shopping centers real estate developments in Rio de Janeiro and Sao Paulo. He also founded and served as the primary executive at Atlantica Residencial, a real estate developer focused in the middle and mid-low segment, of which Icatu was one of the controlling shareholders together with Prudential Real Estate Investors, Cadim (Caisse de Dépot et Placement du Québec) and GIC (Government of Singapore Investment Corporation). Throughout his carrier, Mr. Grabowsky participated in more than 70 real estate development projects. Currently he is member of the board of directors of Goldfarb, CHL, Agre, Lindencorp, REP DI. Mr. Grahowsky graduated with a degree in civil engineering from Pontificia Universidade Católica do Rio de Janeiro and holds a Masters Degree in Finance from COPPEAD-UFRJ. Michel Wurman Mr. Wurman, 33, is a permanent member of our Board of Directors and our Chief Financial Officer and Investor Relations Officer, responsible for our finance management and the relationship with our investors. Prior to that, he was a member of Banco Pactual's investments team, which he joined in 2001 and became a partner in 2005. Mr. Wurman was responsible for private equity investments and monitoring of companies and the PE/VC investment funds that received private equity and venture capital investments, as well real estate investments. Mr. Wurman has a long history of investing in over 50 companies in several areas such as telecommunications, technology, biotechnology and real estate. Before joining Banco Pactual, Mr. Wurman worked for three years at Latintech Capital (a company focused on investing in technology companies), as well as the back-office of Banco Icatu. Currently, he is a member of the board of directors of Goldfarb, CHL Agre and Lindencorp. Mr. Wurman is also a professor of private equity and business plan at the IBMEC Business School graduate program and at Endeavor Venture Corporation and director of ABVCAP. Currently he’s a member of the board of directors of Goldfarb, CHL,


117 BZDB01 88044462.3 03-set-10 20:27

PDG Companhia Securitizadora and Lindencorp. He graduated in economics with honors from IBMEC Business School in Rio de Janeiro. Alexandre Gonçalves Silva Mr. Silva, 65, graduated with a degree in mecanic engineering from Pontificia Universidade Católica do Rio de Janeiro. From 2001 to 2007, Mr. Silva was the president of General Eletric do Brasil. Before that, from 1989 to 2001, he was the presiden of GE CELMA, company specialized in reviewing and repairing aircraft’s, with head offices in Petrópolis. Now a days, Mr. Silva is a member of the board of directors of Equatorial Energia, TAM, Fundições Tupy, Fibria and Alupar. He is the president of the board of directors of AMCHAM and also counsiler since 2007 and 2003, respectevely.

Paulo Roberto Nunes Guedes Mr Guedes is a partner and founder of CEO from BR Investimentos, and of BR Educacional,which is a found of investment foused on the brazilian educational sector. He was one of the partners and founders of banco Pactual, that had become the biggest pprivate investement bank in Brasil until it was bought by UBS in 2006. Mr. Guedes was the president and main shareholder of IBMEC, an important institution in the executive educational area, being one of the first institutions in the introduction of executive MBAs in Brazil. He was a professor of macroeconomics at Universidade Católica do Rio de Janeiro (PUC-Rio), Fundação Getúlio Vargas (FGV) and IMPA (Instituto de

Matemática Pura e Aplicada) in Rio de Janeiro. Mr Guedes writes a weekly article for the newspaper O Globo, and a fortnightly article for the magazine Época. Executive Officers

José Antonio T. Grabowsky – CEO – President Executive Officer

See “Board of Directors” above.

Michel Wurman – Vice Financial President and Executive Officer of Investor Relations

See “Board of Directors” above.

Frederico Marinho Carneiro da Cunha, CFA – Executive Officer for Real Estate Development and

Investment

Mr. Carneiro da Cunha is our executive officer for real estate development and operations, and is therefore responsible for the coordination and management of our co-development investments. Prior to that, he was a member of the real estate investment team of Banco Pactual. Before joining Banco Pactual, he worked with real estate development and investment for six years, particularly at Banco BBM (1998-1999), Banco Modal (2001-2003) and Banco Fibra (2004), where he was responsible for preparing feasibility analysis, structuring finance and managing real estate projects. He is currently a member of the board of directors of Goldfarb, Agre, PDG Companhia Securitizadora and CHL. Mr. Carneiro da Cunha graduated in civil engineering from Pontificia Universidade Católica do Rio de Janeiro.

Cauê Castello Veiga Innocêncio Cardoso – Executive Officer and General Counsel

Mr. Cardoso is executive officer of the Company and heads the legal department. He is also the Investor Relations Officer of PDG Companhia Securitizadora and a permanent member of the board of directors of Goldfarb, CHL, Agre and TGLT. Previously, he as a member of the legal department of Banco Pactual, where he worked with private equity, M&A, fixed income, variable income investment banking and stock operations. Before joining the Banco Pactual team, he worked in the law firms Sergio Bermudes Advogados and Mattos Filho, Veiga Filho,


118 BZDB01 88044462.3 03-set-10 20:27

Marrey Jr. e Quiroga Advogados. He graduated from the Law School of the Universidade de São Paulo, with specialization in corporate law.

João Miguel Mallet Racy Ferreira – Chief Financial Officer

Mr. Ferreira is our executive officer of financial planning, as well as the Chief Financial Officer of PDG Companhia Securitizadora. Previously, he was a member of the long-term investment team at Banco Pactual, which created PDG Realty, and he has participated in more than 30 private equity transactions. He graduated from the Faculdade Federal do Rio de Janeiro with a business degree.

Marcus Vinicius Medeiros Cardoso de Sá – Operations Officer

Mr. Medeiros is our operations officer. From 1994-2006, he was the partner responsible for the operations of Banco Pactual S.A., and became the managing officer responsible for the operations of Banco UBS Pactual from 2006 to 2008. Mr. Medeims obtained an economics degree from Universidade Federal Fluminense and an MBA in finance from IBMEC. Board of Auditors

Roberto Carlos Madoglio

Mr. Madoglio is the national manager of structured funds for the vice- presidency of third-parties asset management (VITER) of the CEF. He is a business administrator with a postgraduate degree in management development from the Fundação Getúlio Vargas and another in investment funds from the Pontifícia Universidade Católica. He started working with the management of third-party funds in March 2001, when he worked in quantitative research. In August of 2004 he assumed his position in the area of special funds, where he is responsible for the administration and management of private equity investment funds, creditory rights investment funds, real estate investment funds and FGTS investment funds (“FI – FGTS”).

Pedro Machado Rodrigues Quintella

Mr. Quintella has been portfolio manager at Vinci Partners since 2008. Previously, Mr. Quintella worked at Banco UBS Pactual; Banco de Investimentos Credit Suisse (Brasil) S.A. in the investment banking division; Iposeira Gestäo de Ativos, as a financial analyst; and at Oi (mobile telephone operator) as corporate business officer. Between 1998 and 2000, he worked in internet businesses for GP Investimentos and at Playcenter S.A. Currently, he is a member of our board of auditors. He graduated in civil and industrial engineering from the Pontificia Universidade CatMica do Rio de Janeiro and holds an MBA degree from the Harvard Business School.

Sergio Passos Ribeiro

Mr Passos is a partner and responsable for the controling area in Vinci. Mr. Passos joined Banco Pactual in 1998. There he is responsable for the fiscal area from 2006 to 2009. He is also responsible for the accounting area. Before Banco Pactual, Mr. Passos was a tax consultant at PriceWaterhouseCoopers. Sérgio Passos is graduated with a degree in Business Administration and Account at Universidade Santa Úrsula. He has a MBA in finance from IBMEC RJ.

Vitor Hugo dos Santos Pinto (alternate member)

Mr. Santos Pinto is a structured assets operating manager for the vice- presidency of the asset management at the CEF. He is a business administrator with a post-graduate degree in investment fund management from the Pontificia Universidade Católica de São Paulo. Since August 2003 he has worked in the asset


119 BZDB01 88044462.3 03-set-10 20:27

management area. Between 2003 and 2004, he worked in the analysis and management of assets and investment products of fixed and variable incomes. Since 2005, he has worked in structuring and management of structured funds, with private equity investment funds, creditory rights investment funds and real estate investment funds.

Ricardo Takao Kobayashi (alternate member)

Mr. Kobayashi is a partner and member of the Private Equity team of Vinci Partners. He started in Banco Pactual in 1998, as an analyst in the area of pulp and paper. In 1998 he became chief of the research and analisys area. He became a partner in 1998 and was elected, among the best 2 analists by the Institutional Investor Magazine for nine years in a row, being in the first place for 5 times. In 2006, Mr. Kobayashi was indicated as a resource manager of third parties of UBS Pactual and of Financial Sponsor Banker in 2009 of the investment banks division. Mr. Kobayashi graduated with a degree in Economics at Universidade de Brasilia, and has a MIM from Thunderbird School of Global Management . He has also a CFA certification.

Bruno Zaremba (alternate member)

Mr. Zaremba is a partner and member of the Private Equity team of Vinci Partners. Mr. Zaremba entered in Banco Pactual in 1996, as a company’s analist. He was part of the research and analisys team until 2003, working with banking area, retail, consuming area and tobacco. He was nominated as area manager for the developed markets proprietary investments segment, working on that position when he entered Vinci Partners in 2009. Mr. Bruno Zaremba fraduated with a degree in Economics from the Pontifícia Universidade Católica do Rio de Janeiro, and also has CFA certification.

b. Description of any following events that have occured over the past 5 years

i. any criminal conviction

ii. any conviction in an administrative proceeding of CVM and applied sanction

iii. anyjudicial or administrative judged judgmen, that has suspended or disqualified the

practise of a professional or comercial activitie There is not.

12.9. Existence of a conjugal relationship, marriage or stable relationship between:

1) Directors of the Company

There is not.

2) (i) directors of the Company and (ii) directors of the controlled Companies, directly or

indirectly

There is not.

3) (i)directors of the Company or its subsidiaries, directly or indirectly e (ii)direct or indirect

holdings of the Company

There is not.

4) (i) directors of the Company and (ii) direct and indirect subsidiaries of the Company

There is not.

12.10. Information on reporting relationships, service delivery or control maintained in the past 3 fiscal

years, between the Company's management and:


120 BZDB01 88044462.3 03-set-10 20:27

a. Company controlled, directly or indirectly by the Company

Officer Post Subsidiary

Cauê Castello Veiga Innocêncio Cardoso Member of the Board of Directors Goldfarb, CHL, Agre and TGLT

Investor Relations Officer PDG Companhia Securitizadora

Frederico Marinho Carneiro da Cunha Member of the Board of Directors Goldfarb, CHL, Agre and PDG Companhia

Securitizadora

Michel Wurman Member of the Board of Directors Goldfarb, CHL, Agre, PDG Companhia

Securitizadora and Lindencorp

José Antonio T. Grabowsky Member of the Board of Directors Goldfarb, CHL, Agre, Lindencorp, REP DI,

PDG Companhia Securitizadora João Miguel Mallet Racy Ferreira Chief Financial Officer PDG Companhia Securitizadora

In addition to the positions held by executives shown in the table above in Subsidiaries, the Company's managers also perform functions in the Special Purpose Entities (SPEs) of the Company.

b. Direct or indirect control of the Company

Prior to the corporate restructuring that began in August of 2006, the Company's management were employees and/or members of Banco Pactual (currently BTG Pactual), using its infrastructure and its services at no cost to the Company.

c. If material, supplier, customer, debtor or creditor of the Company, its subsidiary or

controlling any such persons or control

There is not. 12.11. Description of the provisions of any agreements, including insurance policies, providing for the

payment or reimbursement of expenses incurred by administrators of the repair of damage caused to third

parties or the Company, penalties imposed by state agents, or agreements with the goal closing administrative

or judicial proceedings, in the exercise of its functions

The members of our Board of Directors and our executives, as well as of our controlling companies, are covered by insurance policies for managers and officers (D&O), with coverage throughout the national territory. Such insurance establishes the payment or reimbursement of expenses of the managers if their heritage is affected in result of activities related to the Company. 12.12 Other relevant information



121 BZDB01 88044462.3 03-set-10 20:27

13. MANAGERS REMUNERATION

13.1. Description of the compensation policy or practice of the board of directors, statutory and non-

statutory officers, board of auditors and statutory Committees, regarding the following aspects:

a. Objective of the compensation policy or practice

The Company and its subsidiaries have a plan of result and profit’s participation. The plan foresees the payment to the collaborators (employees and directors) based on the individual performance evaluation and in line with the interests of the Company and its collaborators.

b. Composition of the remuneration, indicating:

i. Description of the remuneration’s elements and each one of its objectives

The members of the Board of Directors and the Board of Auditors receive a monthly fee for the performance of its functions and are not entitled to direct and indirect benefits and participation in the results, as specified on item 13.2. The members of the Remuneration and Stock Option Plan Administration Committee do not receive any

remuneration. Therefore, there is no other remuneration for members of both Boards other that the monthly

fee.

The elements of the statutory officer’s remuneration are: the monthly fee, direct benefits, participation in the company’s result and remuneration based on the Company’s shares. The benefits received by the statuary officers are health and dental plan only. The objective of each element of the manager remuneration is to encourage the alignment of interests of directors with the company’s goals, in order to stimulate their commitment and also attract and maintain high qualified professionals. In addition, through the Stock Option Plan, the Company seeks the stimulation and improvement of our management and the permanence of our executives. This way, the Company aims its gains because of the commitment to the long-term results and the short term performances. The plan aims to allow the Company to obtain and maintain its high level executive’s service, offering these executives, as an additional advantage, to become their shareholders, under the same terms and conditions of the Plan.

ii. what is the proportion of each element in the total remuneration

This sub item does not apply to the Board of Directors and to the Board of Auditors, since their remuneration is based only on their monthly fee. As for the Board of Officers, there’s no defined proportion of each element of the member’s total remuneration. But, in the fiscal year of 2007, approximately 80% of the officer’s remuneration was based on shares of the Stock Option Plan, while the proportion of the participation in the results was, approximately, 10%. As for the fiscal year of 2008, the value of the of the participation in the results was, approximately, 50% of the officers remuneration, while the remuneration based on the Stock Option Plan was approximately 35% of the officer’s remuneration. In the fiscal year of 2009, since the value of the participation in the results is only a forecast and has not been granted by the Stock Option Plan it is not possible to set the proportion of such remunerations’s elements for this fiscal year.

iii. calculation and adjustment of each remuneration’s elemnt

There is no specified calculation and readjustment for each one of the elements. As for the monthly fee, in all fiscal years, the readjustment is made according to the collective bargaining. But, only in 2009 there was a


122 BZDB01 88044462.3 03-set-10 20:27

readjustment for the statuary officers according to the bargaining to the syndicate to which the Company is filiated. The payments to the board members have not been readjusted under the same criteria.

iv. reasons that justify the remuneration’s composition

The reasons for the remuneration’s composition are the encouragement on the improvement o four management and the permanence o four executives, aiming gains for the commitment on the long-term results and short-term performance.

c. Main performance indicators in the determination of each remuneration’s element

As for all the employees of the Company, the he indicators of performance are the achievement of operational and financial goals and individual performance. In addition, the manager’s remuneration is also based on the individual evaluation, that considerate initiative, proactivness, decisions making, professional behavior, interpersonal relation and team work.

d. How is the remuneration structured to reflect on the performance indicators evolution

The determination of a global remunerations amount of the Company’s and its subsidiaries employees linked to the Company’s equity return is the designed structure to vinculate the variable remuneration paid to the Company’s collaborators in a general way and the profitability performance. Since our methodology of results accountable recognition through the success percentage of our real estate enterprises, our senior collaborators, Goldfarb’s and CHL’s have 50% of their participation in the results deferred over a year (“Deferred Percentage”). The collaborator ceases to have the rights of the Deferred PR in case the Company or the subsidiary in which the collaborator works for has a financial loss in the previous fiscal year of the payment of the Deferred PR or if the emplyee leaves the company before reveiving the Deferred PR. Through the new approved accounting methods (IFRS), the Deferred PR should not be applied, since there is no more recognition of the result to the completeness percentage.

e. How does the remuneration policy or practice line with the Company’s short, medium and long-term

interests

The remuneration described above intends to encourage the collaborators to look for a better investments profitability and Company’s developed projects in a way to line their interests.

f. Remuneration supported by subsidiaries, controlled or direct and indirect controlling entities

Our subsidiaries and controlled pay directly their managers and employees using the same remuneration’s format described above. There is no payment of remuneration to managers or employees from one entity to another entity of the group.

g. Remuneration or benefit linked to the occurrence of a specific corporate event, such as alienation of

control of the Company

The receipt of each installment of Deferred PR becomes net and certain right of the employee in case of (i) direct or indirect controller change of the employer; (ii) alterations in the guidelines and definitions of the employer’s activities; (iii) change or degradation on the employee position; or yet any (iii) corporate reorganization, merger, incorporation, new issuance of shares or other corporate operation evolving the employer.


123 BZDB01 88044462.3 03-set-10 20:27

13.2. Compensation recognized in the income of the three fiscal years and planned for the current fiscal year the board of directors and board of auditors 5:

2010 - PREVISION Board of Directors Executive Board Board of Auditors Total

Númber of members 3 efetivos Fixed anual Remuneration (R$)

8 6 3 suplente 20

Salary or pro-labore 0 0 0 0 Direct and Indirect Benefits

1,100,000.00 2,200,000.00 120,000.00 3,324,000.00

Rumuneration for participation in Committees

0 200,000.00 0 200.000.00

Others 0 0 0 0 Variable Pay (R$) 0 0 0 0

Warrant 0 0 0 0 Participation in the results

0 0 0 0

Remuneration for attending meetings

0 * 0 *

Committees 0 0 0 0 Others 0 0 0 0

Post employment benefits 0 0 0 0 Benefíts motivated by the assignment of the function

0 0 0 0

Stock based caompensation* 0 0 0 0 Value of remuneration by court

0 ** 0 **

* As explained above, the item variable remuneration for the year 2010 will be directly linked with the outcome of the fiscal year. Such remuneration is limited to the difference between the amount proposed for the general shareholders’ meeting to the global remuneration of directors and the provision of other funds.

** Referred forecast also depends on the accounting of the Third Program of the Stock Option Plan of the Company, still in progress.

2009 Board of Directors Executive Board

Board of Auditors Total

Númber of members

6 0

791 .633,50

3,5 0

1.828.252,65

0,75 0

36.000,00

10,25 0

2.655.886,15 Fixed anual Remuneration (R$) 0 141.186,60 0 141.186,60

Salary or pro-labore 0 0 0 0 Direct and Indirect Benefits 0 0 0 0 Rumuneration for participation in Committees

0 0 0 0

Outhers 0 0 0 0 Variable Pay (R$) 0 15.979.759,00 0 15.979.759,00

Warrant 0 0 0 0 Participation in the results 0 0 0 0 Remuneration for attending meetings 0 0 0 0 Committees 0 0 0 0 Others 0 0 0 0

Post employment benefits 0 0 0 0 Benefíts motivated by the assignment of the function

0 0 0 0

Stock based caompensation*

6 0

791 .633,50

3,5 0

1.828.252,65

0,75 0

36.000,00

10,25 0

2.655.886,15

5 To avoid duplication, the computed values as compensation for members of the board shall be deducted from the remuneration of directors who

also are part of that board.


124 BZDB01 88044462.3 03-set-10 20:27

2009 Board of Directors Executive Board

Board of Auditors Total

Value of remuneration by court 0 141.186,60 0 141.186,60 * There was no stock-based compensation granted in fiscal year 2009.

2008 Board of Directors Executive Board Board of Auditors Total

Númber of members 6 3 0 9 Fixed anual Remuneration (R$) 0 0 0 0

Salary or pro-labore 738.000,00 1.181.535,00 0 1.922.235,00 Direct and Indirect Benefits 0 46.355,76 0 46.355,76 Rumuneration for participation in Committees

0 0 0 0

Outhers 0 0 0 0 Variable Pay (R$) 0 0 0 0

Warrant 0 0 0 0 Participation in the results 0 5.500.000,00 0 5.500.000,00 Remuneration for attending meetings 0 0 0 0 Committees 0 0 0 0 Others 0 0 0 0

Post employment benefits 0 0 0 0 Benefíts motivated by the assignment of the function 0 0 0 0 Stock based caompensation* 0 R$3.573.935,45 0 R$3.573.935,45 Value of remuneration by court 0 0 0 0

2007 Board of Directors Executive

Board Board of Auditors Total

Númber of members

6 0

432,000.00

3 0

801,615.27

0 0 0

9 0

1,017,615.27 Fixed anual Remuneration (R$) 0 30,903.84 0 30,903.84

Salary or pro-labore 0 0 0 0 Direct and Indirect Benefits 0 0 0 0 Rumuneration for participation in Committees

0 0 0 0

Outhers 0 0 0 0 Variable Pay (R$) 0 8,979,500.00 0 8,979,500.00

Warrant 0 0 0 0 Participation in the results 0 0 0 0 Remuneration for attending meetings 0 0 0 0 Committees 0 0 0 0 Others 0 0 0 0

Post employment benefits 0 R$42.219,656.58 0 R$42,219,656.58 Benefíts motivated by the assignment of the function

0 0 0 0

Stock based caompensation*

6 0

432,000.00

3 0

801,615.27

0 0 0

9 0

1,017,615.27 Value of remuneration by court 0 30,903.84 0 30,903.84

There was no payment of compensation by the Company in 2006, as well the as stock-based compensation granted in 2009.

The stock-based compensation described above is provided in accordance with the exercise of the stock options to purchase shares that were granted.


125 BZDB01 88044462.3 03-set-10 20:27

13.3. Regarding the variable remuneration of the last three fiscal years and planned for the current fiscal year for the board of directors and Board of Auditors

6:

2010 – PREVISION Board of Directors Executive Board Board of Auditors Total

Number of members 8 6 3 17 Warrant (R$)

Minimum expected value in compensation plan None None None None Maximuum specified in the compensation plan None None None None Planned amount of remuneratio, if the targets are met None None None None Value effectvely recongnized in the income

Not applicable Not applicable Not applicable Not

applicabl Pariticpation in equity (R$)

Minimum expected value in compensation plan None None None None Maximuum specified in the compensation plan None None None None Planned amount of remuneratio, if the targets are met None None None None Value effectvely recongnized in the income

Not applicable Not applicable Not applicable Not

applicabl


Number of members 6 3,5 0,75 10,25 Warrant (R$)

Minimum expected value in compensation plan None None None None Maximuum specified in the compensation plan None None None None Planned amount of remuneratio, if the targets are met

None None None None

Value effectvely recongnized in the income None None None None Pariticpation in equity (R$) None None None None


None None None None

Value effectvely recongnized in the income None 15.979.759,00 None 15.979.759,00



Minimum expected value in compensation plan None None None None Maximuum specified in the compensation plan None None None None Planned amount of remuneratio, if the targets are met None None None None Value effectvely recongnized in the income None None None None

Pariticpation in equity (R$) None None None None Minimum expected value in compensation plan None None None None Maximuum specified in the compensation plan None None None None Planned amount of remuneratio, if the targets are met None None None None Value effectvely recongnized in the income None 6.345.000,00 None 6.345.000,00



Minimum expected value in compensation plan None None None None Maximuum specified in the compensation plan None None None None

6 To avoid duplication, the computed values as compensation for members of the board shall be deducted from the remuneration of directors who also are part of that board.


126 BZDB01 88044462.3 03-set-10 20:27


Planned amount of remuneratio, if the targets are met

None None None None

Value effectvely recongnized in the income None None None None Pariticpation in equity (R$) None None None


None None None None

Value effectvely recongnized in the income None 8.979.500,00 None 8.979.500,00

The elements of the participation in the results are evaluated annually and determinated by the Remuneration and Stock Option Plan Administration Committee according to the returned obtained by the Company over its net asset value. In addition, the achievement of goals of the Company that the collaborator works and each individual performance is a relevant factor for the individual remuneration.

13.4 In violation to the remuneration plan based in shares of the board of directors an executive

board, in connection with the last fiscal year and foreseen to the current fiscal year:

a. General terms and conditions

The Company grants stock options to the beneficiaries indicated by the executive board and approved by the Remuneration and Stock Option Plan Administration Committee. The options are granted in the terms of the Stock Option Plan and of the deliberated programs by the Remuneration and Stock Option Plan Administration Committee, as defined bellow.

In the shareholders’ meeting held on January 9, 2007, the Company approved the Stock Option Plan.

The Stock Option Plan is administrated by the Remuneration and Stock Option Plan Administration Committee, comprised of three members of the Board of Directors. The Remuneration and Stock Option Plan Administration Committee has power to establish appropriated standards to every years’ concession, through the stock options purchases programs (“Programs”). The options concessions, through the Programs, must respect the maximum limit of 8.00% of the existing issued Company’s shares on the date of the institution of each Program.

Until the date hereof, the Committee had deliberated the creation of 3 Programs, the first one on May 2007 (“First Program”), the second one on April 2008 (“Second Program”) and on January, 2010 (“Third Program”).

There were not granted stock options to the Board of Director’s members that are not officers at the same time.

b. Plan’s main objectives

i. stimulate the expansion, the success and the companies’ and its shareholders’ corporate purpose and interests, allowing its managers and employees to acquire Company’s shares, in the terms, conditions and under the Stock Option Plan, encouraging their integration to the Company; and

ii. allow the Company to obtain and maintain high level executive’s services, offering them an additional advantage to become Company’s shareholders under the terms and conditions of the Stock Option Plan.

c. How did this plan contribute to our objectives

Aligning the interests of the managers, the Company and its shareholders and through the manager’s benefits and according to the shares performance.


127 BZDB01 88044462.3 03-set-10 20:27

d. How does the plan is inserted in the remuneration’s policy

The Company has a valorization policy under the employee’s individual merit, based on the achievement of operational and financial goals and on the individual performance. The compensation stock-based plans implemented encourages the good performance and commitment to the Company’s goal, the meritocratic system and goals achievement.

e. How does the plan lines to the managers and the Company’s interests in short, medium and long term.

The Stock Option Plan lines the managers, Companies and shareholders by granting benefits to the managers according to the Company’s shares. performance. Through the Stock Option Plan we seek to improve our management and the permanence of our executives, aiming gains for the commitment and the long-term and short-term performances. In addition, the Stock Option Plan aims to allow the Company to obtain and maintain our high level executives, offering them additional advantages to become shareholders under the terms and conditions of the Stock Option Plan.

f. Maximum number of included shares

The Remuneration and Stock Option Plan Administration Committee can grant a total of options that represent 8.00% of our issued shares on the date of the implementation of each Program.

g. Maximum number of options to be granted.

The Remuneration and Stock Option Plan Administration Committee can grant a total of options that represent 8.00% of our issued shares on the date of the implementation of each Program. Considering the amount of shares issued by the Company on the date hereof, the total amount is equal to 31,190,225 options, of which 31,180,000 options have already been granted on the date hereof. The First Program granted a total of 12,380,000 options to subscribe common shares of the Company, of which 12,220,000 were allocated to executive officers of the Company on the date hereof, considering the stock split described in item 17.3 of this Form. The Second Program granted a total of 1,200,000 options to subscribe common shares of the Company, of which 530,000 were allocated to executive officers of the Company on the date hereof, considering the stock split referred in Item 3.17 of this Form. The Third Program granted a total of 17,600,000 options to subscribe common shares of the Company, of which 14,500,000 were allocated to executive officers of the Company on the date hereof.

h. Terms of the acquisition of shares

The shares may be purchased in four equal and annual plots, and for each plot there is a period of 24 months to acquire the shares. The shares of First Program has an exercise equal to R$6.30, the Second Program price equal to R$11,15, and the Third Program price equal to R$12.00, all corrected by the IGP-M since the grant date of each plan. The exercise price of options not exercised shall be deducted from the dividends and interest on equity paid by the Company.

i. Criteria for determining the purchase price or exercise

The exercise prices were determined based on a discount on the price of the Company's initial public offering for the First Program, the price of the second offering of Company's shares completed in October 2007 for the Second Program and the price of the third public offering of Company's shares completed in October 2009 for the Third Program.

j. Criteria for determining the exercise period

The Remuneration and Stock Option Plan Administration Committee set the deadline of 24 months to exercise in view of the alignment of medium and long-term of the beneficiaries of the program.


128 BZDB01 88044462.3 03-set-10 20:27

k. Type of settlement

In cash within 15 days of the subscription of shares.

l. Restrictions on transfer of shares

Unless otherwise decided by the Remuneration and Stock Option Plan Administration Committee, the shareholder may only sell, transfer or in any way transfer the Company's shares originally subscribed or purchased under the terms of the Plan, as well as those that may be acquired by him because of bonuses, stock splits, subscriptions or any other acquisition after the expiry of 24 months from the date that the option was granted.

m. Criteria and events that, when checked, will cause the suspension, modification or termination of the

plan

The Board of Directors of the Company may at any time, amend or terminate the Plan or establish rules applicable in case omitted omissions.

n. Effects of outgoing administrator of the boards of the Company about its dire ItŐs envisaged in the

plan of stock-based compensation

Terminated for any reason, the employment relationship or the term of offices of the executive, except in case of death or permanent disability of the option holder, the following provisions shall apply:

a) In cases of dismissal and/or resignation of the manager or employee for “case” as defined in corporate and labor law, the options that, upon termination of employment relation or the term of officers of the executive, have been granted and not exercised, or yet are not exercisable, shall be extinct. The restriction referred to in item k above remain valid regardless of termination of the employment or the term of offices of the executive;

b) In cases of dismissal and/or resignation of the manager or employee without “cause” as defined in corporate an labor law, the shares that they were already subscribed under the terms of the Plan may be freely sold on the stock exchange market or privately, being without effect the restriction referred to in item k above. The beneficiary shall be entitled to anticipate the next plot of options exercise in proportion to the number of worked months in the current year of his resignation or dismissal without cause, computing the entire month in which such removal or resignation occurred without cause; and

c) In cases of resignation of the manager or employee or his or her retirement, the beneficiary shall be entitled to antecipate the options for the next plot of exercise in proportion to the number of months worked in the year of his or her registration without cause, computing the entire month in which there was such dismissal without cause.

13.5. Number of shares or shares held directly or indirectly, in Brazil or abroad, and other convertible

securities into shares or quotas issued by the Company, its controlling direct or indirect subsidiaries or under

common control, by members of the board, statutory board or supervisory board, grouped by board, the

closing date of the last financial year7

Director Total held

shares % Total

Directly held

shares Indireclty

held shares % Total directlye

% Total indirectly

Alessandro Monteiro Morgado Horta 1.081.325 0,20% 2 1.081.325 - 0,20%

Cauê Castello Veiga Innocêncio Cardoso 23.435 0,01% 23.435 - 0,01% -

Frederico Marinho Carneiro da Cunha - - - - - -

7 To avoid duplication, if the person is a member of the board and board of directors, securities held by it shall be disclosed only in the amount of

securities held by members of the board.


129 BZDB01 88044462.3 03-set-10 20:27

Director Total held

shares % Total

Directly held

shares Indireclty

held shares % Total directlye

% Total indirectly

Gilberto Sayão da Silva 7,582,436 1.37% 2 7,582,436 - 1.37%

João Miguel Mallet Racy Ferreira 2,461 0.01% 2,461 - 0.01% -

José Antonio T. Grabowsky 1,250.002 0.23% 1,250,002 - 0.23% -

Marcus Vinicius Medeiros Cardoso de Sá 44,720 0.01% - 44,720 - 0.01%

Roberto Carlos Madoglio - - - - - -

Pedro Quintella - - - - - -

Sergio Passos Ribeiro - - - - - -

Vitor Hugo dos Santos Pinto - - - - - -

Ricardo Kobayashi - - - - - -

Bruno Zaremba - - - - - -

Paulo Roberto Nunes Guedes 1 - 1 - - -

Alexandre Gonçalves Silva 1 - 1 - - -

Michel Wurman 942,810 0.17% 942,810 - 0.17% -

Total 10,927,192 1.98% 2,218,715 8,708,477 0.40% 1.57%

Total Board of Directors 10,856,576 1.96% 2,192,819 8,663,757 0.40% 1.57%

Total Board of Auditors - - - - - -

Total Executive Board 2,263,428 0.41% 2,218,708 44,720 0.40% 0.01%

13.6. The stock-based compensation recognized the income of the three fiscal years and planned for the current fiscal year, of the board of directors

8:

Exective Board Exective Board

First Program Second Program Number of beneficiaries members of stock options 5 2 Granting power to purchase shares

Grant date (s) May 5, 2007 April 4, 2008 Number of options granted 12.220.000 530.000 Deadline for the options to become exercisable

In four annual increments, the first being on February 01, 2008

In four annual increments, the first being on February 01, 2009

Maximum period of restriction on tranfering shares May 5, 2009 April 4, 2010 Average price of each of the folowwing groups of options

Outstanding at the beginnig of fiscal year R$7.22 R$11.58 Lost during the fiscal year R$7.24 R$11.61 Exercised during the fiscal year R$7.07 - Expired dureing the fiscal year - -

Fair value of options on the dates of the grants R$42,772,450.78 R$5,415,878.93 Potential dilution in the event of exercise of all options granted on the dates of grant 5.23% 0.18%

In the years 2007 and 2008 there was no stock-based compensation recognized in the results of the Company. The Third Program was granted on January 3, 2010 and will be recognized as income only in 2010.




130 BZDB01 88044462.3 03-set-10 20:27

There were no options to purchase shares granted to members of the Board of Directors who are not executives simultaneously.

13.7 Regarding the options open to the board of director and the executive board at the end of last fiscalyear9:

2009 Executive Board Executive Board

First Program Second Program Number of members 6 2 Option not yet exercisable

Amount 6,110,000 in 2 equal increaments

397,500 in 3 equal increaments

Date that they will become execisable February 1, 2010 and 2011

February 1, 2010 and 2011and 2012

Deadline for exercising options May 5, 2012 and 2013 April 4, 2012, 2013 and 2014 Period od restriction on transfer of shares May 5, 2009 April 4, 2009 Average exercise price R$7.02 R$11.33 Fair value of options on the last day of the fiscal year R$22,749,877.77 R$1,984,322.98

For exercisable options Date that they will become execisable 0 123,319 Deadline for exercising options Not Applicable February 01, 2011 Period od restriction on transfer of shares May 5, 2009 April 4, 2009 Average exercise price R$7,02 R$11.33 Fair value of options on the last day of the fiscal year R$- R$501,182.71 Date that they will become execisable R$22,479,877.77 R$2,485,505.69

On December 31, 2009 there were no options to purchase shares held by members of the Board of Directors who are not executives simultaneously. 13.8. For options exercised and shares delivered on stock-based compensation of the board of directors and the

board office in the past 3 fiscalal years:

2009 Executive Board – First Program

Number of members 5 For exercised options

Number of shares 5,290,732 Average exercise price R$7.07 Total value of the difference between the exercise value and market value of shares related to options exercised, considering the market price of R$10.20 on the day R$16,559,991.16

Shares issued Number of shares - Average exercise price - Total value of the difference between purchase price and market value of shares acquired -


Number of members 3 For exercised options

Number of shares 489,338 Average exercise price R$7.22 Total value of the difference between the exercise value and market value of shares related to options exercised, considering the market price of R$11.65 on the date of the exercise R$2,239,943.97

Shares issued Number of shares - Average exercise price -




131 BZDB01 88044462.3 03-set-10 20:27


Total value of the difference between purchase price and market value of shares acquired -

For the 2008 fiscal year were considered only stock options held by beneficiaries who were mebers of the Executive Board as well in such fiscal year. In the 2008 and 2009 fiscal years no stock options were exercised under the Second Program. There were no stock options exercised during the 2007 fiscal year. No stock options were granted to the members of the Board of Directors who are not members of the Executive Board simultaneously 13.9. Brief description of the necessary information to understand the disclosed data in items 13.6 to 13.8, as the

explanation of the method of pricing the value of the shares and stock options, including:

a. Pricing Model

b. Data and assumptions used in the pricing model, including the average price of shares, price

exercise, expected volatility, maturity, expected dividends and free risk interest rate

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

The average fair value of stock options is updated when using the Black-Scholes model, assuming the dividend payment of 1.31%, expected volatility of approximately 36.73% per year for the First Program and 53.19% per year for the Second Program, with a risk-free rate average of 11.17% and a final maturity of 4.8 years.

The dilution of the current shareholders in case of a full exercise of the stock options granted would be 1.83%, calculated as follows:

12.31.2009 Stock shares 7,147,323 (a) Company’s shares 389,877,818 (b) Total 397,025,141 (c ) = (a)+(b) % de diluiton 1.83% (c )/(b)-1

d. Form of determiningof the expected volatility

Unable to determine the volatility, since it is historical.

e. If some other features of the option was incorporated into the fair value measurement

There is no other options characteristics incorporated in its value.

13.10. In relation to pension plans in force granted to the members of the board of directors and executive

officers, provide the following information:

There are no pension plans in force.

13.11. Indication of the items in the table below, for the three fiscal years related to the board of directors, the

executive board and the board of auditors:l10

:

10 To investigate the values to be inserted in this item, use the criteria described in item 13.2.


132 BZDB01 88044462.3 03-set-10 20:27

2010 - PREVISION Board of Directors (annual)

Executive Board (annual total)

Board of Auditors (annual total)

Number of members 8 6 3 efetivos 3 suplentes

Value of the higher personal income (R$) 132,000,00 360,000,00 12,000,00 Value of the lower personal income (R$) 132,000,00 140,000,00 12,000,00 Average value of personal income (R$) 132,000,00 240,000,00 12,000,00

* The above amounts do not include the variable remuneration for the year 2010, considering that this is directly linked with the outcome of the fiscal year and there's no way it currently provides. Such remuneration is limited to the difference between the amount proposed for the shareholders’ meeting to the global remuneration of directors and the provision of other funds. The above amount does not include costs of stock options of the Third Program, which was granted on January 3, 2010 and will be recognized as income in 2010.

2009 Board of Directors

(annual)(2)

Executive Board (annual total)(1)

Executive Board (annual

total)(1)(3)

Board of Auditors (annual

total) Número de membros 6 6 6 3 efetivos

1 suplente Value of higher personal income (R$) 132,000,00 7,163,514,14 12,578,604,78 12,000,00 Value of the lower personal income (R$) 131,633,00 960,073,30 1,312,982,75 12,000,00 Average value of personal income (R$) 131,938,00 5,115,297,67 8,098,379,46 12,000,00

2008 Board of Directors

(annual)(2)

Executive Board (annual total) (1)

Executive Board (annual

total)(1)(3)

Board of Auditors

Número de membros 6 3 3 0 Value of higher personal income (R$) 123,000,00 3,259,620,80 8,815,125,60 - Value of the lower personal income (R$) 123,000,00 1,253,546,64 2,612,818,56 - Average value of personal income (R$) 123,000,00 2,243,530,25 5,466,480,51 -

2007 Board of Directors (annual)(2)

Executive Board (annual total) (1)

Board of Auditors

Número de membros 6 3 0 Value of higher personal income (R$) 72,000,00 4,844,143,09 - Value of the lower personal income (R$) 72,000,00 1,719,527,97 - Average value of personal income (R$) 72,000,00 3,270,799,84 -

(1) The amounts given do not include the remuneration of directors Michel Wurman and Jose Antonio T. Grabowsky as members of the board. (2) Directors Michel Wurman and Jose Antonio T. Grabowsky also receive compensation indicated in this column the for position of members of the Board of Directors that they hold. (3) The amounts in this column include compensation based on the granting of stock options to executive directors recognized in earnings. To calculate the value of that expenditure per stock option granted was determined the total recognized in these exercises for each of the programs, divided by the number of options granted in each program. In this sense, is reached an expense for options to purchase shares worth R$0.81/option for First Program and R$1.06 option for the Second Program in 2009 and R$0.83/option for First Program in 2008. That remuneration does not reflect on cash expense to the Company.

There was no remuneration paid in 2006.

13.12. Description of contractual arrangements, insurance policies or other instruments that structure

mechanisms of remuneration or compensation for directors in case of removal from office or retirement,

indicating the financial implications for the Company

See items and 13.1.g and 13.4.m above. The financial consequences shall be the payment of the Deferred PR installment to the manager, as well as the net and certain right that the beneficiary has to exercise stock options of the Company under the Plan.

13.13. Regarding the last three fiscal years, indicate the percentage of total compensation for each agency

recognized in the income of the Company relating to members of the board, the board office or the Supervisory

Board who are related parties to the control, direct or indirect, as defined by accounting rules that deal with this

issue.

Board 2006 2007 2008 2009

Board of Directors 83.33% 83.33% 83.33% 83.33% Statuary Boards 66.66% 66.66% 66.66% 33.33%


133 BZDB01 88044462.3 03-set-10 20:27

Board of Auditors - - - 0%

The percentages in the table above were obtained considering that only the independent counsel is not considered related party, since the remaining members of the Board of Directors are quotaholders of the FIP PDG I on those dates, and in turn, are considered related parties. Moreover, regarding the Executive Board, the rule is the same, i.e., the executives who are also quotaholders of the FIP PDG I are considered related parties on those dates.

13.14. Regarding the last three fiscal years, indicate the amounts recognized on the Company as remuneration for

members of the board of directors, the executive board or the board of auditors, grouped by board, for any reason

other than the function they occupy, such as , commissions and advisory services or assistance rendered.

There was no payment of compensation for members of the Board of Directors, the Executive Board or the Board of Auditors for any reason other than the function that they perform.

13.15. Regarding the last three fiscal years, indicate the values recognized in the income of drivers, direct or

indirect, of companies under common control of the Company's subsidiaries, as remuneration for members of the

board of directors, the executive board or the board of auditors of the Company grouped by board, specifying in

what respect such values were attributed to such individuals.

There was no payment of compensation for members of the Board of Directors, the Executive Board or the Board of Auditors recognized in the income of drivers, direct or indirect, of companies under common control of the Company's subsidiaries.




134 BZDB01 88044462.3 03-set-10 20:27

14. HUMAN RESOURCES

14.1. Description of the Company's human resources by providing the following information:

a. number of employees (total, by groups based on activity performed and by geographical location)

The evolution of our employees in 2006, 2007, 2008 and 2009 is described below:

December 31,

2006 2007 2008 2009

Sales and management 275 647 1,044 1,925 Construction 42 108 178 125

Locations São Paulo - SP

São Paulo – SP: 560 São Paulo – SP: 634 São Paulo – SP: 1455

Rio de Janeiro – RJ: 195 Rio de Janeiro – RJ: 588

Rio de Janeiro – RJ: 595

Total 317 755 1,222 2,050

b. number of outsourced employees (total, by groups based on the activity performed and by geographical

location)

The Company and its subsidiaries have outsourced employees allocated in 3,414 constructions.

2006 2007 2008 2009

Outsourced Employees 0 341 1,613 3,414

Location São Paulo - SP

São Paulo - SP: 200 Rio de Janeiro – RJ: 141

São Paulo –SP: 854 Rio de Janeiro – RJ: 759

São Paulo – SP: 2.900 Rio de Janeiro – RJ: 514

c. turnover rate

2006 2007 2008 2009

Turnover rate 0 3.34% 1.27% 4.19%

d. Company's exposure to liabilities and contingent labor

Company 2006 (R$ millions) 2007 (R$ million) 2008 (R$ million) 2009 (R$ million)

Amount of Contingency 0 1.22 1.82 0.74

14.2. Comments on any relevant changes observated period occurred in relation to the figures released in item

14.1 above

We believe that changes in numbers that were reported on item 14.1 due to our operational growth, relating to fiscal years 2006, 2007, 2008 and 2009.

14.3. Description of the policy of remuneration of the Company’s employees:

a. Policy of salaries and variable compensation

Although there is no specific salary policy, employees who have worked more than 90 days are entitled to receive profit participation of the Company. The value of participation is determined by (i) scope of the overall goals of the company where the employee works; and (ii) individual assessment of each employee.


135 BZDB01 88044462.3 03-set-10 20:27

Given the culture geared to maximize results, the Company maintains a policy of merit of individual employees through the adoption of a variable pay based on achievement of operating and financial goals and individual performance. The profit sharing plans and results are implemented as a motivational tool of good individual performance and commitment to business goals, since they aim to reward employees with different performance throughout the year.

b. Benefits Policy

The Company offers the following benefits to all employees, regardless of position, function and time of service: health insurance, dental insurance, food vouchers, meal vouchers, transportation tickets, parking. This way, the Company encourages the alignment of interests of employees with the Company's goals, to encourage the involvement of employees and also attract and retain highly qualified professionals.

The Company has a profit sharing program, so that a portion of the Directors and employees remuneration is tied to compliance with operating and financial goals and individual performance of each one. Our remuneration policy also has a stock option program, as our variable compensation program, favors meritocracy and goals. CHL offers the following benefits to all employees, regardless of position, function and length of service with such control: health insurance, dental insurance, life insurance, food vouchers, meal vouchers.

c. Characteristics of the compensation plans based on actions of non-employee directors, identifying:

The characteristics of compensation plans based on the employee’s action are identical to those of the directors, particularly those described in subparagraphs (b), (c) and (d) of subclause 13.4 above.

14.4. Description of the relation between the company and unions

Goldfarb's main activity is civil construction, and the Sao Paulo State Union of Workers of the Civil Construction Industry (Sindicato dos Trabalhadores nas Indústrias de Construção Civil do Estado de São Paulo), or the SINTRACON-SP, is the representative of the interests of Goldfarb's employees in the city of Sao Paulo. In general, the São Paulo State Union of Companies of the Civil Construction Industry SINDUSCON-SP (Sindicato da Indústria da

Construção Civil do Estado de São Paulo) negotiates the collective bargaining agreements applicable to the employees of our São Paulo subsidiaries on an annual basis with the SINTRACON-SP.

CHL's main activity is civil construction, and the Rio de Janeiro Municipal Union of Workers of the Civil Construction Industry, Hydraulic Floor Tiles and Cement, Marble and Granite Products, and Construction and Highway, Paving and Land Leveling in General and Maintenance and Industrial Assembling Industries (Sindicato dos Trabalhadores das

Indústrias da Construção Civil, de Ladrilhos Hidráulicos e Produtos de Cimento e de Mármores e Granitos, e da

Constrção e de Estradas, Pavimentação e Obras de Terraplanagem em Geral e Manutenção e Montagem Industrial do

Município do Rio de Janeiro), or SINTRACONST-RIO is the representative of the interests of CHL's employees in the city of Rio de Janeiro. In general, the Rio de Janeiro State Union of Companies of the Industry of Civil Construction Industry (Sindicato da Indústria da Construção Civil do Rio de Janeiro), or the SINDESCON-RIO, negotiates the collective bargaining agreements applicable to the employees of our Rio de Janeiro subsidiaries on an annual basis with the SINTRACONST-RIO.


136 BZDB01 88044462.3 03-set-10 20:27

15. CONTROL

15.1. Shareholder’s identification or group of controlling shareholders:

There is no group of controlling shareholders.

15.2. List with the information of the shareholders or of the group of shareholders that act together or that

represent the same interest, with a participation equal or above 5% of a same class or type of shares that is not

listed on item 15.1:

BlackRock, Inc (“BlackRock”)

BlackRock is an investment management with its headquarters on 40 East 52nd Street, New York. On February 8, 2010, Blackrock had 22,341,350 common shares trhough its generated funds. This represented 5.73% of its capital stock and of the Comany’s common shares issuance.

Marsico Capital Management, LLC (“Marsico”)

Marsico is an investment management with its headquarters on 1200 17th Street, Suite 1600, Denver, Colorado. On April 1, 2010, through a generated found, Marisco had 20,630,700 common shares, representing 5.28% of the total capital stock

The table below describes the shareholders that have participation equal or superior than 5% in the Company:

Name Nationality CPF

CNPJ Common

Shares

% in commmon shares and in the total capital stock

Participate on

shareholders’

agreement Last alteration

BlackRock Inc north-

american N/A 22.341.350 5.73 No Ferbuary 8, 2010

Marsico Capital Management, LLC

north-american N/A 20.630.700 5.28% No April 01, 2010

Corporate organization chart as presented in item 8.2 above, does not present another shareholder that has a direct participation superior than 5% in the Company, considering that basically 100% of the Company's shares are in free float. The last change occurred in the percentage of participation in the Company was in April 1st, 2009. The Company does not have a shareholder’s agreement in force filed in its headquarters.

15.3. Descrption of the capital distribution as established in the last shareholder’s meeting:

Capital Stock Distribution Compostion based on General shareholders’ meeting of

June10, 2010

Physical person Shareholders 1,711 Juridical person shareholders 69 Institutional investidors 2,779 Numer of shares in the markes, by class and type 400,814,870 common shares

15.4. Corporate Organization, identifying all the direct and indirect controllers as well as the shareholders with

an equal or superior than 5% participation of one class or type of shares, as long as compatible with the other

information presented in the items 15.1 e 15.2.

The shareholder’s corporate organization is present on item 8.2 above.

15.5. Any shareholder’s agreement in the Company or from the controller that is part, ruling the exercise of

the right to vote and the transference of shares from the Company’s issuance


137 BZDB01 88044462.3 03-set-10 20:27

There is no shareholder’s agreement filed in the headquarters of the Company.

15.6. Indication of the relevant alterations on the participation of the controlling group members and

management’s of the Company

There has not been an alteration for the past three fiscal years.




138 BZDB01 88044462.3 03-set-10 20:27

16. RELATED PARTIES TRANSACTIONS

16.1. Description of the rules, policies and practices of the Company in the operations with related parties as

defined by the accounting rules.

Business and transactions with related parties of the Company are always performed in observance of the price and market conditions and therefore do not generate any benefit or harm to the Company or to any other parties. Pursuant to article 13 of our Bylaws, the Board of Directors shall decide about: the conclusion, changes and termination of contracts and the conduct of operations of any kind between the Company and its shareholders and/or its subsidiaries, affiliates or controlling shareholders of the Company. The meetings of the Board of Directors are held to consider these and other investment decisions and they are installed with the presence of most members of the Board of Directors. The resolutions are valid if approved by the majority of members present, being the president's vote the tiebreaker.

16.2. Information related to transactions with related parties that, according to accounting standards, should be

disclosed in financial statements or consolidated by the Company. That have been concluded over the past three

fiscal years or are in force in the current fiscal year:

The Company's operations with related parties are carried out in terms proven to be equivalent to those contracted in transactions with independent parties.

Loan operations and advances for future capital increase

Amounts classified in current and non-current assets, as advance for future capital increase (AFAC), refer to contributions to make the initial phase of the projects feasible. These contributions are not subject to any index or interest rate, and, the shareholders will decide on the capitalization or refund of these balances to shareholders. The balance of loans between the related parties, recorded under non-current assets, refer to a loan to subsidiary CHL Desenvolvimento Imobilidrio S.A., which is restated at the rate of the IGPM + 12.68% p.y.

Operations with debentures

The balances of debentures, recorded in the Controlling Company's non-current assets, are remunerated at rates varying from IGPM + interest 12% p.y. to IGPM + interest 14% p.y. and from CDI + interest 2% to CDI + interest p.y., as set forth in the chart of Note 7 of the Company’s financial statements.

Endorsements and guarantees

As of June 30, 2010, the Company provided endorsements and guarantees to its subsidiaries in the approximate amount of R$2,139,100 (R$1,299,774 as of March 31, 2010) in order to guarantee real estate loan operations with top financial institutions. The subsidiaries have so far complied with each and every contractual condition of the loan operations mentioned above.

Credit assignment operations sold with guarantee

on 2009, the Company carried out operations to purchase real estate credits of consolidated companies through its investee CHL Desenvolvimento Imobiliário S.A. The total amount of these operations was R$99,618 at a discount rate of 12.68% p.y. in the acquisition of these receivables. Subsequently, the Company carried out the real estate


139 BZDB01 88044462.3 03-set-10 20:27

credit assignment operations mentioned above with its subsidiary PDG Companhia Securitizadora S.A. at the discount rate of 12.68% p.y. The unpaid amount regarding related parties in relation to this operation was R$5,947 (R$6,547 on March 31, 2010). On May, 2010, the Company carried out operations to purchase real estate credits of consolidated companies through its investee CHL Desenvolvimento Imobiliário S.A. The total amount of these operations was R$168,157 at a discount rate of 12.68% p.y. in the acquisition of these receivables. As of June 30, 2010, the unpaid amount regarding related parties in relation to this operation was R$38,000. There is no unpaid amount regarding the credit transfer between the Company and PDG Companhia Securitizadora. These operations were executed with guarantee by the parties assigning the credits. For this reason, real estate credits were not written off from the balances of the companies controlled by CHL Desenvolvimento S.A. and the amounts received by these companies were recorded as liabilities stating the corresponding financial guarantee. Revenues and expenses from the operation are apportioned pro rata tempore in item “Financial expenses”, as the customers pay the installments of assigned credits, consequently ending the guarantee of these installments. It was retained, in the six month period ended on June 30, 2010, R$1,250 (R$606 on the quarter ended on March 31, 2010) as “Financial Revenues” of the Controlling Company due to the operation of receivables with its controlled company CHL and R$283 (R$192 on the quarter ended on March 31, 2010) as “Financial Revenues” in the securitization transaction with its controlled company PDG Securitizadora. In the consolidated financial statements, the effects of the operations of financial revenues and expenses are eliminated. It was retained, in the six month period ended on June 30, 2010, R$1,250 (R$606 on the quarter ended on March 31, 2010) as “Financial Revenues” of the Controlling Company due to the operation of receivables with its controlled company CHL and R$283 (R$192 on the quarter ended on March 31, 2010) as “Financial Revenues” in the securitization transaction with its controlled company PDG Securitizadora. In the consolidated financial statements, the effects of the operations of financial revenues and expenses are eliminated. The Company did not carry out credit assignment of receivables in the six-month period ended June 30, 2009.

The balances and operations with related parties are shown below :

CONSOLIDATED 2010 (R$ TH)

06.30.2010 Post Non current

debentures

Mutual

people

linked -

active

current

and non

current

Related

parties with

current and

non current

assets

Related

parties with

currents and

non current

liabilities

AFAC

currents

and non

currents

assets

AFAC

non

currents

liabilities

Agre - 1,168 102 - - - 1,168

Alves Pedroso Empreend. Imob. SPE Ltda.

2,913 - - - - 2,913 -

Amazon Empreend. Imob. Ltda. IGPM + 14% a.a

4 - 973 582 - -


N/A - - 346 - - -


140 BZDB01 88044462.3 03-set-10 20:27



debentures

Mutual

people

linked -

active

current

and non

current

Related

parties with

current and

non current

assets

Related

parties with

currents and

non current

liabilities

AFAC

currents

and non

currents

assets

AFAC

non

currents

liabilities

Austria Empreend. Imob. SPE Ltda.

N/A - - 21 - - -

Av. Chile 230 Investimentos Imob. S.A.

N/A - - 32 - - -

Badeirantes Empreend. Imob. Ltda.

N/A - - - 61 - -

Baguary Empreend. Imob. Ltda. N/A - - 140 492 29 -

Bento Lisboa Participações S.A. N/A - - 5,526 - - -

Big Field Empreend. Imob. S.A. N/A - - - 3,263 82 -

CHL Desenvolvimento Imob. Ltda.

N/A - 17,594 17,301 22,583 - -

Cipasa Desenvolvimento Urbano S.A.

N/A - - 9,763 - - -

Cyrela Tennessee Empreend. Imob. S.A.

N/A - - 166 - - -

Dominus Engenharia Ltda. N/A - 7,607 - - - -

SKY Empreend. Imob. S.A. N/A - - 1,168 102 - -

FatorRealtyParticipaçõesS.A N/A - 2,913 - - - -

FatordaVinci Empreend. Imob. Ltda.

N/A - - 2,116 - - -

Fator da Aquarius Empreend. Imob. Ltda.

N/A - - - 1,280 - -

Gardênia Participações S.A. N/A - - 200 - - -

Girassol - Vila Madalena Empreend. Imob. S.A.

N/A - - 1,077 348 - -

Gold Acre Empreend. Imob. SPE Ltda.

N/A - - 3 - - -

Gold Bahamas Empreend. Imob. SPE Ltda.

N/A - - 20 - 1,205 -

Gold Black Empreend. Imob. N/A - - 2 - - -


141 BZDB01 88044462.3 03-set-10 20:27



debentures

Mutual

people

linked -

active

current

and non

current

Related

parties with

current and

non current

assets

Related

parties with

currents and

non current

liabilities

AFAC

currents

and non

currents

assets

AFAC

non

currents

liabilities

SPE Ltda.

Gold Califórnia Empreend. Imob. SPE Ltda.

N/A - - 18 - - -

Gold Canadá Empreend. Imob. SPE Ltda.

N/A - - 12 - - -

Gold Escócia Empreend. Imob. SPE Ltda.

N/A - - 1 - - -

Gold Flórida Empreend. Imob. SPE Ltda.

N/A - - 297 - - -

Gold Gana Empreend. Imob. SPE Ltda.

N/A - - 54 - - -

Gold Havana Empreend. Imob. SPE Ltda.

N/A - - - 75 - -

Gold Írlanda Empreend. Imob. SPE Ltda.

N/A - - 29 - - -

Gold Lisboa Empreend. Imob. SPE Ltda.

N/A - - 155 - - -

Gold Lyon Empreend. Imob. SPE Ltda.

N/A - - - 16 - -

Gold Madri Empreend. Imob.PE Ltda.

N/A - - 115 - 1,113 -

Gold Marília Empreend. Imob. SPE Ltda.

N/A - - 2,663 - - -

Gold Marrocos Empreend. Imob. SPE Ltda.

N/A - - 2 2,100 - -

Gold Monaco Empreend. Imob. SPE Ltda.

N/A - - 48 - - -

Gold New York Empreend. Imob. SPE Ltda.

N/A - - 9 - - -

Gold Noruega Empreend. Imob. SPE Ltda.

N/A - - - - 10,374 -


142 BZDB01 88044462.3 03-set-10 20:27



debentures

Mutual

people

linked -

active

current

and non

current

Related

parties with

current and

non current

assets

Related

parties with

currents and

non current

liabilities

AFAC

currents

and non

currents

assets

AFAC

non

currents

liabilities

Gold Oceania Empreend. Imob. SPE Ltda.

N/A - - 26 - - -

Gold Oregon Empreend. Imob. SPE Ltda.

N/A - - - 13 - -

Gold Palmares Empreend. Imob. SPE Ltda.

N/A - - 88 - - -

Gold Piauí Empreend. Imob. SPE Ltda.

N/A - - - 1,111 - -

Gold Porto Alegre Empreend. Imob. SPE Ltda.

N/A - - 58 6 - -

Gold Roraima Empreend. Imob. SPE Ltda.

N/A - - 2 - - -

Gold Salvador Empreend. Imob. SPE Ltda.

N/A - - 1,185 - - -

Gold Santiago Empreend. Imob. SPE Ltda.

N/A - - 48 - - -

Gold São Paulo Empreend. Imob. SPE Ltda.

N/A - - 146 - - -

Gold Suiça Empreend. Imob. SPE Ltda.

N/A - - - - 50 -

Gold Uberaba Empreend. Imob. SPE Ltda.

N/A - - - - 4,464 -

Goldfarb 5 Empreend. Imob. Ltda.

N/A - - 46 8 46 -

Goldfarb 7 Empreend. Imob. Ltda.

N/A - - - - 103 -


N/A - 300 41,860 94,395 62,467 9,527

Goldfarb PDG 3 Inc Construções S.A

N/A - - - 1 - -

HL Empreend. S.A. N/A - - 64 - - -


143 BZDB01 88044462.3 03-set-10 20:27



debentures

Mutual

people

linked -

active

current

and non

current

Related

parties with

current and

non current

assets

Related

parties with

currents and

non current

liabilities

AFAC

currents

and non

currents

assets

AFAC

non

currents

liabilities

Jazz 2006 Participações S.A. N/A - - 2,028 - - -

Kirmayr Negócios Imob. SPE Ltda.

N/A - - 77 - - -

Lindencorp Desenvolvimento Imob. S.A.

IGPM + 12% a.a

24,250 - - - - -

LN Empreendimentos Imobiliários

N/A - 6,346 570 - - -

LN 29 Empreendimentos Imobiliários

N/A - - - 239 - -

LN 28 Empreendimentos Imobiliários

N/A - - - 331 - -

Marpal Empreend. e Participações Ltda.

N/A - - 39 - - -

Moinho N/A - 464 - - - -

MZT Empreend. Imob. Ltda. N/A - - 44 498 - -

Nova Água Rasa Empreend. Imob. Ltda.

N/A - - - - 3 -

Nova Tatuapé Empreend. Imob. Ltda.

N/A - - 215 - - -

PDGSãoPauloS.A. N/A - - - - 114 -

PDG Desenvolvimento Imob. Ltda.

N/A - - - 1 - -

PDG LN 9 Incorporações e Empreend. S.A.

N/A - - - - 211 -

PDG Loteadora S.A. N/A - - - 4 - -

PDGAraxá N/A - - 7,146 - - -

REP DI Desenvolvimento Imob. S.A.

IGPM + 12% a.a

8,419 - 3,722 6,101 - -

Saint Hilaire Empreend. Imob. Ltda.

N/A - - 775 - - -


144 BZDB01 88044462.3 03-set-10 20:27



debentures

Mutual

people

linked -

active

current

and non

current

Related

parties with

current and

non current

assets

Related

parties with

currents and

non current

liabilities

AFAC

currents

and non

currents

assets

AFAC

non

currents

liabilities

Sardenha Empreend. Imob. S.A. N/A - - 8,929 7,016 - -

SCP Green Village N/A - - 45 - 462 -

Serra Bella Empreend. Imob. Ltda.

N/A - - - - 195 -

ZMF22 Incorporações S.A. N/A - - 1,777 5,054 203 19,577

Outros N/A - - - 309 18 -

Total on June 30, 2010 32,673 37,992 111,151 185,253 82,693 29,104


06.30.2009 Post

Non current

debentures

(Note 7)

Related

parties with

current and

non current

assets

Related

parties with

currents and

non current

liabilities

AFAC

currents assests

AFAC

non currents

assests

Administradora de Bens Avante S.A.

N/A - - 24 - -

Alves Pedroso Empreendimentos Imobiliários SPE Ltd

N/A - (277) 268 - -


N/A - 28 - - -

Amsterdan Empreendimentos Imobiliários Ltda.

N/A - - - - 866

API SPE 39 - Planejamento e Des. Empreend. Imobiliários Ltda

N/A - 6 1,196 - -

ATP Adelaide Participações S.A. N/A - - - - -

Austria Empreendimentos Imob.SPE Ltda

N/A - - - - 1,498

Av. Chile 230 Investimentos Imobiliários S.A.

N/A - - - - 2,477

Badeirantes Empreendimento Imobiliário Ltda.

N/A - - 815 - -


145 BZDB01 88044462.3 03-set-10 20:27


06.30.2009 Post

Non current

debentures

(Note 7)

Related

parties with

current and

non current

assets

Related

parties with

currents and

non current

liabilities

AFAC

currents assests

AFAC

non currents

assests

Baguary Empreendeendimentos Imobiliários Ltda

N/A - 166 474 - -

Bento Lisboa Participações S.A. N/A - 5,060 - 1,901 -

Big Field Empreend. Imobiliários S/A

N/A - - - - -

Boa Viagem Empreendimento Imobiliário S.A. N/A - - 1 - -

Bruxelas Empreend. Imob. Ltda N/A - - - - 5,421

CHL Desenvolvimento Imobiliário Ltda. N/A - 5,041 - - -

Cipasa Desenvolvimento Urbano S.A. N/A - 7,418 - - -

Cyrela Tennessee Empreendimentos Imobiliários

S.A. N/A - 233 431 - -

Dominus Empreendimentos Imobiliários

N/A - - - - -

Eco Life Campestre Empreendimentos Imobiliários

S.A. N/A - - 309 393 -

Eco Life Independência Empreendimento Imobiliário S.A.

N/A - 13 311 395 -

Eco Life Jaguaré Empreendimento Imobiliário

S.A. N/A - 1 - 69 390

Eco Life Parque Prado Empreendimento Imobiliário S.A.

N/A - (74) 379 207 -

Eco Life Vila Leopoldina Empreendimento Imobiliário S.A.

N/A - 30 61 - -

Eco Três Rios Empreendimento Imobiliário S.A.

N/A - 134 - 822 4,200

Ecolife Santana Empreendimento Imobiliário S.A.

N/A - 36 673 871 -


146 BZDB01 88044462.3 03-set-10 20:27


06.30.2009 Post

Non current

debentures

(Note 7)

Related

parties with

current and

non current

assets

Related

parties with

currents and

non current

liabilities

AFAC

currents assests

AFAC

non currents

assests

Fator Amazon Empreendimentos Imobiliários Ltda.

IGPM +14%a.a

37 900 553 - -

Fator Aquarius Empreendimentos Imobiliários Ltda.

IGPM +14%a.a

29 1,483 920 80 -

Fator da Vinci Empreendimentos Imobiliários Ltda.

N/A - 8 - - -

Fator SKY Empreendimentos Imobiliários Ltda.

N/A 1,090 4 - -

Finlândia Empreendimentos Imobiliários Ltda.

N/A - (254) - - -

FL 17 Empreendimento Imobiliário S.A.

N/A - - - (280) 121

Gardênia Participações S.A. N/A - 200 - - -

GC Desenvolvimento Imobiliário S.A.

N/A - - 89 - -

Giardino Desenvolvimento mobiliários S.A.

N/A - - 493 - -

Giardino Empreendimentos Imobiliários S.A.

N/A - - 1,246 - -

Girassol - Vila Madalena Empreend. Imobiliários S.A.

N/A - 24 33 - -

Gold Acapulco Empreendimentos Imobiliários SPE Ltda.

N/A - - - - 5,289

GoldAlaska Empreendimentos Imobiliários SPE Ltda.

N/A - 198 - - -

Gold Anafi Empreendimentos Imobiliários SPE Ltda.

N/A - (1) - - -

Gold Black Empreendimentos Imobiliários SPE Ltda.

N/A - 1 1,123 - -

Gold Canadá Empreendimentos Imobiliários SPE Ltda.

N/A - 11 - - -

Gold Donoussa Empreendimentos Imobiliários SPELtda.

N/A - - - - -


147 BZDB01 88044462.3 03-set-10 20:27


06.30.2009 Post

Non current

debentures

(Note 7)

Related

parties with

current and

non current

assets

Related

parties with

currents and

non current

liabilities

AFAC

currents assests

AFAC

non currents

assests

Gold Escócia Empreendimentos Imobiliários SPE Ltda.

N/A - 360 - - -

Gold Geneva Empreendimentos Imobiliários SPE Ltda.

N/A - - 210 - -

Gold Havana Empreendimentos Imobiliários SPE Ltda.

N/A - - 12 - -

Gold Holanda Empreendimentos Imobiliários SPE Ltda.

N/A - 76 149 - -

Gold Japão Empreendimentos Imobiliários SPE Ltda.

N/A - - 20 - -

Gold Linhares Empreendimentos Imobiliários SPE Ltda.

N/A - - 94 - -

Gold Lisboa Empreendimentos Imobiliários SPE Ltda.

N/A - 444 - - -

Gold Luxemburgo Empreendimentos Imobiliários

SPE Ltda. N/A - - - - 3,027

Gold Madri Empreendimentos Imobiliários SPE Ltda.

N/A - (324) 99 422 -

Gold Marília Empreendimentos Imobiliários SPE Ltda.

N/A - 79 - - -

Gold Marrocos Empreendimentos Imobiliários SPELtda.

N/A - - 806 - -

Gold Minas Gerais Empreendimentos Imobiliários

SPE Ltda. N/A - 2,049 - -

Gold Monaco Empreendimentos Imobiliários SPE Ltda.

N/A - - 299 - -

Gold Monaco Empreendimentos Imobiliários SPE Ltda.

N/A - 100 - - -

Gold New York Empreendimentos Imobiliários SPELtda.

N/A - - - 1 -

Gold Noruega Empreendimentos Imobiliários SPE Ltda.

N/A - 617 - - -


148 BZDB01 88044462.3 03-set-10 20:27


06.30.2009 Post

Non current

debentures

(Note 7)

Related

parties with

current and

non current

assets

Related

parties with

currents and

non current

liabilities

AFAC

currents assests

AFAC

non currents

assests

Gold Oceania Empreendimentos Imobiliários SPE Ltda.

N/A - - - - 39

Gold Palmares Empreendimentos Imobiliários SPELtda.

N/A - 88 - 37 -

Gold Panamá Empreendimentos Imobiliários SPE Ltda.

N/A - 1 - - -

Gold Paraíba Empreendimentos Imobiliários SPE Ltda.

N/A - 95 - - -

Gold Piaui Empreendimentos Imobiliários SPE Ltda.

N/A - - 1,111 - -

Gold Porto Alegre Empreendimentos Imobiliários

SPE Ltda. N/A - 82 201 - -

Gold Salvador Empreendimentos Imobiliários SPE Ltda.

N/A - 253 - - -

Gold Santiago Empreendimentos Imobiliários SPE Ltda.

N/A - - 99 - -

Gold Santiago Empreendimentos Imobiliários SPE Ltda.

N/A - 26 - - -

Gold São Paulo Empreendimentos Imobiliários SPELtda.

N/A - (130) - - 66


N/A - 83 - - 10,015

Gold Sikinos Empreendimentos Imobiliários SPE Ltda.

N/A - - - - -

Gold Singapura Empreendimentos Imobiliários SPE Ltda.

N/A - 99 - - 650

Gold Suécia Empreendimentos Imobiliários SPE Ltda.

N/A - - 915 - -

Gold Suiça Empreendimentos Imobiliários SPE Ltda.

N/A - - 33 - -

Gold Suiça Empreendimentos Imobiliários SPE Ltda.

N/A - 50 - - -


149 BZDB01 88044462.3 03-set-10 20:27


06.30.2009 Post

Non current

debentures

(Note 7)

Related

parties with

current and

non current

assets

Related

parties with

currents and

non current

liabilities

AFAC

currents assests

AFAC

non currents

assests

Gold Uberaba Empreendimentos Imobiliários SPE Ltda.

N/A - 281 - - -

Gold Yellow Empreendimentos Imobiliários SPE Ltda.

N/A - - - - 338

Goldfarb 1 Empreendimentos Imobiliários SPE Ltda.

N/A - 82 69 - 2,862


N/A - 22,805 3,997 - -

Goldfarb PDG 3 Incorporações e Construções S.A.

N/A - - 1,405 - -

Habiarte Barc PDG Porto Búzios Incorporação S.A.

N/A - - 689 - -

HL Empreendimentos S.A. N/A - 82 82 - -

Jardins Incorporação SPE Ltda. N/A - - - - 76

Jazz 2006 Participações S.A. N/A - 2,000 - - -


IGPM + 12% a.a

44,856 - 485 - -

Marpal Empreendimentos e participações Ltda.

N/A - (3) 158 - -

MZT Empreendimentos Imobiliários Ltda

N/A - - 386 - 272

Nova Água Rasa Empreendimentos Imobiliários

Ltda

N/A - 246 242 - -

Nova Mooca Empreendimentos Imobiliária Ltda

N/A - - - - 686

Novo Tatuapé Empreendimentos Imobiliários Ltda

N/A - 315 424 - -

Oswaldo Lussac Empreendimentos Imobiliários

S.A. N/A - - 57 - -

PDG Araxá Income S.A. N/A - 5,377 - - -

PDG Co-Incorporação S.A. N/A - - 1 - -


150 BZDB01 88044462.3 03-set-10 20:27


06.30.2009 Post

Non current

debentures

(Note 7)

Related

parties with

current and

non current

assets

Related

parties with

currents and

non current

liabilities

AFAC

currents assests

AFAC

non currents

assests

PDG Companhia Securitizadora S.A.

N/A - 1 - - -

PDG Desenvolvimento Imobiliário Ltda.

N/A - - - - 140

PDG Loteadora S.A. N/A - - 1 -

PDG-LN 5 Incorporações e Empreendimentos Ltda.

N/A - - - - 110

Performance BR Empreendimentos Imob S.A.

N/A - - - - 1,072

Prunus Empreendimentos S.A. N/A - - - - -

REP DI Desenvolvimento Imobiliário S.A.

IGPM +12%a.a

7,577 16,725 221 - -

Saint Hilaire Empreendimentos Imobiliários Ltda

N/A - 525 484 - -

São João Clímaco Empreendimentos Imob. Ltda.

N/A - - - - 288

São João Clímaco Empreendimentos Imobiliários

Ltda

N/A - 263 - - -

Sardenha Empreendimento Imobiliário S.A.

N/A - 37 - - 1,022

Serra Bella Empreendimentos Imobiliários Ltda

N/A - 369 - - -

Splendore Empreendimento Imob. S/A

N/A - 431 68 - -

Tibouchina Empreendimentos Imobiliários Ltda

N/A - - - 255 -

Vassoural Empreendimento Imobiliário Ltda.

N/A - - 68 - -

ZMF5 Incorporações S.A. N/A - - - - 661

Outros N/A - 3,112 1.980 18 352

Total on December 31, 2009 52,499 78,171 24,268 5,191 41,938


151 BZDB01 88044462.3 03-set-10 20:27


06.30.2009 Post

Non current

debentures

(Note 7)

Related

parties with

current and

non current

assets

Related

parties with

currents and

non current

liabilities

AFAC

currents assests

AFAC

non currents

assests


106.30.2008 Post Non

current

debentu

res

Related

parties with

current and

non current

assets

Related parties

with currents

and non

current

liabilities

AFAC

currents

assests

AFAC

non currents assests

AFAC

non

current

liabilitiesFator Amazon Empreendimentos

Imobiliários Ltda. IGPM + 14% a.a 2,426 - - - - -

América Piqueri Incorporadora S.A. N/A - 346 - - - -

Boa Viagem Empreendimento N/A - (277) (499) - - 111

ATP Adelaide Participações S.A. N/A - - - - 1,149 -

Administradora de Bens Avante S.A. N/A - - - - 551 1,047

Bento Lisboa Participações S.A. N/A - 830 - - - -

CHL Desenvolvimento Imobiliário N/A - - 36,643 - - (21,230

CHL XXXI Incorporações Ltda. N/A - - - - 223 -

Companhia de Serviços N/A - - - - 120 240

Club Felicitá Empreendimento N/A - - - - 2,239 - Clube Florença Empreendimento

Imobiliário S.A. N/A - - - - 192 -

Clube Tuiuti Empreendimento S.A. N/A - - - - - -

Companhia Repac de Participações N/A - 11 - - - -

Construtora Adolpho Lindenberg S.A. N/A 10,985 - 275 - - - Cyrela Tennessee Empreendimentos

Imobiliários S.A. N/A - 30 (245) - 250 245

Dom Pedro Empreendimento N/A - - - - - 1,517 Eco Liffe Campestre

Empreendimentos Imobiliários N/A - - - - (339) 1,062

Eco Life Independência Empreendimento Imobiliário

S.A.

N/A - - - - 996 2,125

Ecolife Parque Prado Empreendendimento Imobiliário N/A - 74 - - 16 1,108

Eco Life Recreio Empreendimento Imobiliário S.A. N/A - - - - - 1,118

Ecolife Santana Empreendimento Imobiliário S.A. N/A - 36 - - 118 1,417

Três Rios Empreendimentos N/A - - - - - 1,042 Eco Life Vila Leopoldina

Empreend. Imobiliários S.A. N/A - 30 - - (40) 40


152 BZDB01 88044462.3 03-set-10 20:27


106.30.2008 Post Non

current

debentu

res

Related

parties with

current and

non current

assets

Related parties

with currents

and non

current

liabilities

AFAC

currents

assests

AFAC


AFAC

non

current

liabilitiesFator Aquarius Empreendimentos Imobiliários Ltda. IGPM 1,273 453 758 - 315 75

Fator da Vinci Empreendimentos Imobiliários Ltda. N/A - 8 - - - -

Fator Sky Empreendimentos N/A 777 - - - - -

FL 17 Empreendimento Imobiliário N/A - - - - 550 1,220

Gardênia Participações S.A. N/A - 200 121 - - -

GC Desenvolvimento Imobiliário N/A - - 493 - - -

Giardino Desenvolvimento N/A - (123) 4 301 - -

Giardino Empreendimentos Imobiliários S.A.

N/A - (121) (121) 418 - -

Gold Argentina Empreendimentos Imobiliários SPE Ltda. N/A - - - (1) - -

Gold Linhares Empreendimentos Imobiliários SPE Ltda. N/A - 7 - - - -

Gold Palmares Empreendimentos Imobiliários SPE Ltda. N/A - 82 - - - -

Gold Santa Catarina Empreendimentos N/A - - - 1 - -

Gold Tuquoise Empreendimentos Imobiliários SPE Ltda. N/A - - 391 - - -


N/A - 15,902 (1,267) - - -

Goldfarb PDG 5 Incorporações e Construções S.A. N/A - - - - 2,816 -

Goldfarb PDG 2 Incorporações e Construções S.A. N/A - - - - 1,060 -

SCP Green Village N/A - - - - 212 -

Habiarte Barc PDG Cidade Madri Incorporação S.A. N/A - - - - 1,237 1,328

Habiarte Barc Olhos Dágua N/A - - - - 363 648 Habiarte Barc PDG Porto Búzios

Incorporação S.A. N/A - - - - 480 589

Jardim Morumbi Empreendimento Imobiliário S.A. N/A - - - - 605 871

Jardins Incorporações SPE Ltda N/A - - 124 - (127) 127

Jazz 2006 Participações S.A. N/A - 1,519 (476) - 539 329

JK1 6 Empreendimento Imobiliário N/A - - - - 102 1,160

Lindencorp Desenvolvimento IGPM 38,449 - - - - -

Marpal Empreendimentos e N/A - (124) (124) - - -

MTZ Empreendimentos Imobiliários N/A - 44 - - - -

PDG Nova Lima Incorporações S.A. N/A - - 1,030 - - -


153 BZDB01 88044462.3 03-set-10 20:27


106.30.2008 Post Non

current

debentu

res

Related

parties with

current and

non current

assets

Related parties

with currents

and non

current

liabilities

AFAC

currents

assests

AFAC


AFAC

non

current

liabilitiesOswaldo Lussac Empreendimentos Imobiliários S.A. N/A - - - - 268 -

PDG Araxá Income S.A. N/A - - 3 - - -

PDG Co-Incorporação S.A. N/A - 591 9,738 - 20,280 -

PDG Desenvolvimento Imobiliário N/A - - 7,866 - - 8,000

PDGLoteadoraS.A. N/A - (1) (3) - - 1,034 PDG-LN2 Incorporação e Empreendimentos S.A. N/A - 569 135 - - -

PDG-LN4 Incorporação e Empreendimentos S.A. N/A - 2 6 - (2) -

PDG-LN6 Incorporação e Empreendimentos S.A. N/A - - - - 8 -

PDG-LN7 Incorporação e Empreendimentos S.A. N/A - - - - 10 -

Premier da Serra Incorporações S.A. N/A - - 191 - - -

Prunus Empreendimentos S.A. N/A - - 147 - 407 -

REP DI Desenvolvimento Imobiliário IGPM +12% 9,178 8,053 - - 2,806 1,176

Saint Hilaire Incorporação SPE S.A. N/A - (96) (96) - - -

Sardenha Empreendimento Imobiliário N/A - 37 (5,728) - - 2,728

Tibouchina Empreendimento S.A. N/A - - - - 716 -

Três Rios Empreendimento N/A - - - - 120 -

Tresefe Participações S.A. N/A - - - - 4,538 -

Vista do Sol Empreendimentos N/A - - - - 13 -

ZMF5 Incorporações S.A. N/A - 1 - - 214 424

Aportes de Capital - Efeitos a N/A - - 405 - (209) - Total on December 31, 2008

63,088 28,083 49,771 719 42,796 9,551


12.31.2007 Post

Non

current

debenture

s (Note 7)

Related

parties with

current and

non current

assets

Related

parties with

currents

liabilities

Related

parties

with non

current

liabilities

AFAC

curr

ents

assest

AFAC

non curre

nt sasses

AFAC

non

current

liabilities Alves Pedroso Empreendimentos Imob. LTD

- - - - - 12 -

Fator Amazon Empreend. Imob. Ltda

IGPM +14% a.a

933 - - - - - -

AméricaPiqueriIncorporadora S.A.

N/A - 3,143 - - - - -


154 BZDB01 88044462.3 03-set-10 20:27


12.31.2007 Post

Non

current

debenture

s (Note 7)

Related

parties with

current and

non current

assets

Related

parties with

currents

liabilities

Related

parties

with non

current

liabilities

AFAC

curr

ents

assest

AFAC

non curre

nt sasses

AFAC

non

current

liabilities Austria

N/A - - - - - 14 646


N/A - 1,497 - - - 16 -

Clube Tuiuti Empreendimento S.A.

N/A - - 2,825 3,143 - - -

Construtora Adolpho Lindemberg

N/A 8,861 - - - - - -

Cyrela Milão Empreend. Imob. S.A.

N/A - - 107 - - - -

Dom Pedro Empreend. Imob. Ltda

N/A - - - - - - 793

Fator Aquarius Empreend. Imob. Ltda

IGPM +14% a.a.

763 - - - - - -

Fator Sky Empreend. Imob. Ltda N/A 547 - - - - - -

Giardino Desenvolvimento Imobiliário S.A.

N/A - - 996 9 - - -

Gold Acre Empreend. Imob. SPE Ltda

N/A - - - - 17,033 - -

Gold Amapá Empreend. Imob. SPE Ltda

N/A - - - - 461 - -

Gold Argentina Empreend. Imob. SPE Ltda

N/A - - - - 462 - -

Gold Canadá Empreend. Imob. SPE Ltda

N/A - - - - 290 - -

Gold Cancun Empreend. Imob. SPE Ltda

N/A - - - - 1,515 - -

Gold Chile Empreend. Imob. SPE Ltda

N/A - - - - 2,008 - -

Gold Escócia Empreend. Imob. SPE Ltda

N/A - - - - 2,590 - -

Gold Espírito Santo Emp. Imob SPE Ltda

N/A - - - - 849 - -

Gold França Empreend. Imob. SPE Ltda

N/A - - - - - - 1

Gold Geneva Empreend. Imob. SPE Ltda

N/A - - 285 - - - -

Gold Groelândia Empreend. Imob. SPE Ltda

N/A - - - - 650 - -

Gold Ilhéus Empreend. Imob. SPE Ltda

N/A - - - - 170 - -

Gold Índia Empreend. Imob. SPE Ltda

N/A - - - - 1,402 - -


155 BZDB01 88044462.3 03-set-10 20:27


12.31.2007 Post

Non

current

debenture

s (Note 7)

Related

parties with

current and

non current

assets

Related

parties with

currents

liabilities

Related

parties

with non

current

liabilities

AFAC

curr

ents

assest

AFAC

non curre

nt sasses

AFAC

non

current

liabilities Gold Marília Empreend. Imob. SPE Ltda

N/A - - - - 9,2 19 - -

Gold Marrocos Empreend. Imob. SPE Ltda

N/A - - - - - 22 -

Gold Minas Gerais Emp. Imob. SPE Ltda

N/A - - - - 1,925 - -

Gold Panamá Empreend. Imob. SPE Ltda

N/A - - - - 2,504 - -

Gold Piauí Empreend. Imob. SPE Ltda

N/A - - - - 1,157 - -

Gold Porto Velho Empreend. Imob. SPE Ltda

N/A - - - - 318 - -

Gold Roraima Empreend. Imob. SPE Ltda

N/A - - - - 830 - -

Gold Santa Catarina Emp. Imob. SPE Ltda

N/A - - - - 1,036 - -

Gold São Paulo Empreend. Imob. SPE Ltda

N/A - - - - 3,65 1 - -

Gold Texas Empreend. Imob. SPE Ltda

N/A - - - - 2,628 - -

Gold Tunísia Empreend. Imob. SPE Ltda

N/A - - - - 680 - -

Gold Turquia Empreend. Imob. SPE Ltda

N/A - - - - 520 - -

Gold Uberaba Empreend. Imob. SPE Ltda

N/A - - - - 2,298 - -


N/A - 20,186 - - - - -

SCP Green Village N/A

- -

461

Jardins Incorporações SPE Ltda. N/A

- - - - - - 64

Jazz2006 Participações S.A. N/A

- - 1,444 - - - -

Lindecorp Desenvolvimento Imobiliário S.A.

IGPM +12% a.a

27.607 2,147 - 3,041 - - -

Luxemburgo Empreend. Imobiliário Ltda

N/A - - - - - - 139

Mônaco Incorporações SPE Ltda N/A

- - - - - - 3 Nova Água Rasa Empreend.

Imobiliário Ltda N/A - - - - - - 174

Nova Tatuapé Negçócios Imobiliários Ltda

N/A - - - - - - 90

Oswaldo Lussac Empreend. Imobiliário

N/A - - - - - 237 -

Prunus Empreendimentos S.A. N/A

- - 320 - - - - PDG Desenvolvimento

Imobiliário S.A. N/A

- 5,260 - 1,033 - - -


156 BZDB01 88044462.3 03-set-10 20:27


12.31.2007 Post

Non

current

debenture

s (Note 7)

Related

parties with

current and

non current

assets

Related

parties with

currents

liabilities

Related

parties

with non

current

liabilities

AFAC

curr

ents

assest

AFAC

non curre

nt sasses

AFAC

non

current

liabilities Queiroz Galvão Mac Cyrela Veneza

N/A - - 296 - - - -

Vale Nevado Emp e Participações Ltda.

N/A - 12,168 - - - - 138

Outros N/A

- 696 463 52 - - -

Total on December 31, 2007

38,711 45,097 6,736 7,278 54,196 762 2,048

16.3. For each transaction or series of transactions referred to in item 16, during the past fiscal year:

(a) identify the measures taken to address conflicts of interest; and (b) show the strictly commutative character

of the conditions agreed upon or a compensation of adequated payment. (a) The Company has adopted corporate governance practices and those recommended and/or required by law, including those specified in the rules of the Novo Mercado. To the Board of Directors, Executive Board and the Board of Auditors are submitted the decisions about all the Company's operations, as described in the Bylaws of the Company in force. Thus, all of our operations, especially those occurring with related parties, were properly submitted to the company's decision-making bodies, as existing rules. Furthermore, in accordance with Law 6404/76, any member of the Board of Directors of the Company is prohibited from voting in any shareholders’ meeting or board meeting or acting in any business or transaction in which they have conflicting interests with the Company. (b) Our related parties transactions of current assets and noncurrent assets,currents liabilities and noncurrent and Advances for Future Capital Increase - AFACs have no rate of return since they are seeking to carry out a capital increase in SPEs controlled by the Company as soon as possible. Additionally, with respect to the debentures and loass operations with related parties, there are remuneration rates only as described in the table below. However, we emphasize that not all of the transactions highlighted in the table below reflect in the opening set described in item 16.2, because these are non-consolidated operations in the period ended on June 30,2010.

Entity Description

Lindencorp Debeentures - IGPM + 12% a.a. REP DI Debentures - IGPM + 12% a.a.

Fator Amazon Debentures - IGPM + 14% a.a. Caesar Business (Fator

Aquarius) Debentures - IGPM + 14% a.a.

LN Loan - IGPM + 18% a.a. Dominus Loan - CDI + 2% a.a. REP DI IGPM + 12% a.a.

CHL DI 1a Emissão Debêntures - IGPM + 12,68% a.a. CHL DI 2a Emissão Debêntures - CDI + 2% a.a. CHL DI 3a Emissão Debêntures - CDI + 3% a.a. CHL DI 4a Emissão Debêntures - CDI + 3% a.a.

Goldfarb 1a Deb Debêntures - CDI + 3% a.a. Goldfarb 2a Deb Debêntures - TR + 8,75% a.a.

Fator Realty Loan - CDI + 3% a.a.


157 BZDB01 88044462.3 03-set-10 20:27

17. CAPITAL STOCK

17.1. Information about the capital stock

The Company has only common shares.

(*)The authorized capital is represented by shares and was authorized as a result of Extraordinary General Shareholders’ Meeting held on September 9, 2009.

Except for the subscription bonus, there is no securities convertible in outstanding shares, and there is no capital stock to be paid-in. 17.2. Regarding the increases of the capital stock of the Company:

We were incorporated on November 17, 1998 in the city of Sao Paulo, state of Sao Paulo, with a capital stock amounting to R$100.00 under the corporate name of Varsóvia Participações S.A. In a shareholders' meeting held on December 8, 2003, our capital stock was increased to R$50,001.00, through an issuance of 50,001 common shares at the price of R$1.00 per share. This capital increase was immediately fully subscribed and paid-in in cash by ABF Participacifies Ltda., whose ownership interest was fully sold to FIP PDG I. Through this issuance, our capital stock increased by 50.001%. In a shareholders' meeting held on December 6, 2004, our capital stock was increased from R$50,101.00 to R$8,600,101.00, through an issuance of 8,500,000 common shares at the issuance price of R$1.00 per share. This increase was fully subscribed and paid in cash by FIP PDG I, resulting in an increase of 17.065% over the previous capital stock. In 2005, our capital stock undertook five changes: (i) in a shareholders’ meeting held on April 26, an increase of R$586,380.00, resulting on a capital stock of R$9,359,481.00, an increase of 6.82% fully subscribed and paid-in in cash, through the issuance of 568.3800,00 shares at the issuance price of R$1.00 per share; (ii) in a shareholder’s meeting held on June 1st, a reduction of R$8,424,601.00 million, resulting on a capital stock of R$934,880.00, a decrease of 90% through the cancellation of 8,424,601 shares, which amount was fully transferred to FIP PDG I in shares held by the Company in Giardino Desenvolvimento Imobiliário S.A.; (iii) in a shareholder’s meeting held on June 25, an increase of R$3,360,000.00, resulting in capital stock of R$4.294.880,00, an increase of 359.00% through the issuance of R$3,360,000.00 at the issuance price of R$1.00 per share, fully paid-in in cash; (iv) in a shareholder’s meeting held on December 1st, a reduction of R$3,091,463.00 through the cancellation of 3.091.463,00 common shares, resulting in capital stock of R$1,203,417.00, a decrease of 72.00% , which amount was transferred to FIP PDG I trhough a transfer of shares in the company Queiroz Galvão Cyrela Veneza Empreendimento Imobiliário S.A.; and (v) in a shareholder’s meeting held on December 21, an increase of R$11.0 million resulting in a capital stock of R$12,203,417.00, an increase of 914.00% resulting in a issuance of 11,000,000 shares at the issuance price of R$1.00 per share, paid-in in cash. All capital increases during this year were fully subscribed by FIP PDG I. In 2006, our capital stock changed as follows: (i) in a shareholders' meeting held on March 20, an increase of R$6.0 million was approved through the issuance of 6,000,000 common shares at the issuance price of R$1.00 per share, fully paid-in in cash, resulting in capital stock of R$18.2 million, a 49.00% increase over the previous capital stock; (ii) in a shareholders' meeting held on June 29, an increase of R$15,796,583 was approved through the issuance of 15.796,583 common shares at the issuance price of R$1.00 per share, fully paid-in in cash, resulting in capital stock of R$34.0 million, an 87.00% increase over the previous capital stock;

Issued Capital Subscibed Capital Paid-in Capital

Authorized Capital*

Securities convertible into

shares Conversion conditions

549.314.871 R$4.781.157.869,32 R$4.781.157.869,32 340.000.000 Subscription Bonus See item 18.5 below


158 BZDB01 88044462.3 03-set-10 20:27

(iii) in a shareholders' meeting held on August 30, an increase of R$177,3 million was approved through the issuance of 177,372,535 common shares at the issuance price of R$1.00 per share, fully paid-in in cash, resulting in capital stock of R$213.2 million, a 527.00% increase over the previous capital stock; (iv) in a shareholders' meeting held on September 30, an increase of R$8,455,909 was approved through the issuance of 8,455,909 common shares at the issuance price of R$1.00 per share, fully paid-in through the capitalization of goodwill reserves, resulting in a capital stock of 219.828.444,00 million, a 4.00% increase; (v) in a shareholders' meeting held on October 20, through reverse stock split (as described in the table below); and (vi) in a shareholders' meeting held on December 14, an increase of R$19.5 million was approved through the issuance of 9,750,000 common shares at the issuance price of R$2.00 per share, with the value of the issuance determined by the shareholders' equity of the Company, fully paid-in in cash, for a 9.00% increase over the previous capital stock. All capital increases were fully subscribed by FIP PDG I.

Date of deliberation Amount of Shares before approval Amount of Shares after approval

10/20/2006 219.828.444 109.914.222

On January 24, 2007, based on the authorized capital and as a result of our initial public offering, our board of directors increased our capital stock by 30,000,000 of shares, for public subscription to be paid in cash, at the issuance price of R$14.00 per share, representing an increase of R$420.0 million, with the value of the issuance determined by the equity value of the shares. This resulted in an increase of 175.00% over the previous capital stock, resulting in a capital stock of R$659.3 million, representing 109,776,148 common shares. On February 23, 2007, also based on the authorized capital, our capital stock was subject to a new increase of 875,933 shares at the issuance price of R$14.00 per share, with the value of the issuance determined by the equity value of the shares of the Company, representing an increase of R$12.3 million due to the exercise the of the over-allotment option in connection with our initial and second public offering to meet excess demand during the offering. This represented a 1.8% increase over the previous capital stock. In the extraordinary shareholders' meeting held on June 29, 2007, our shareholders increased our capital stock of R$4,6 million as a result of the acquisition of CHL XV Incorporações Ltda. and of R$12,3 million as a result of the acquisition of Key West Participações S.A., with the issuance of 2,022,272 common shares at the issuance price of R$2.25 per share, with the value of the issuance determined by the equity value of the shares, and 5,040,000 common shares at the issuance price of R$2.43, with the value of the issuance determined by the equity value of the shares. This represented a 2.5% increase over the previous capital stock.

Distribution of our capital stock before the capital increase Extraordinary shareholder’s meeting held in June 2007 - 70% Goldfarb e 50% CHL

Shareholder FIP PDG I 58.10% 64,288,175 Gilberto Sayão da Silva* 12.32% 13,629,093 André dos Santos Esteves* 13.36% 14,786,280 Free float 41.90% 31,577,626 Total of Issued Shares 100.00% 110,652,081 * Interest held indirectly through FIP PDG I

Distribution of our capital stock after the capital increase Extraordinary shareholder’s meeting held in June 2007 - 70% Goldfarb e 50%CHL



159 BZDB01 88044462.3 03-set-10 20:27

On September 28, 2007, our shareholders approved in the extraordinary shareholders' meeting, the acquisition of MP Holding Ltda., holder of an interest of 1.67% in the capital stock of Goldfarb, at the issuance price of R$4,89 per share, with the value of the issuance determined by the equity value of the shares, resulting in an increase in our capital of R$3,3 million through the issuance of 681,818 new common shares, a 0.4% increase over the previous capital stock.

Distribution of our capital stock before the capital increase Extraordinary shareholder’s meeting held in September 28, 2007 - 75%

Shareholder a FIP PDG I 54.61% 64,288,175 Gilberto Sayão da Silva* 11.58% 13,629,093 André dos Santos Esteves* 12.56% 14,786,280 Free float 45.39% 38,639,898 Total of Issued Shares 100.00% 117,714,353 * Interest held indirectly through FIP PDG I

Distribution of our capital stock after the capital increase

Extraordinary shareholder’s meeting held in September 2007 - 75% Shareholder a FIP PDG I 54.30% 64,288,175 Gilberto Sayão da Silva* 11.51% 13,629,093 André dos Santos Esteves* 12.49% 14,786,280 Free float 45.70% 39,321,716 Total of Issued Shares 100.00% 118,396,171 * Interest held indirectly through FIP PDG I

On October 23, 2007, based on authorized share capital, the board of directors increased the capital stock by 20,000,000 shares, for public subscription in cash, at the issuance price of R$25,00, with the value of the issuance determined by the bookbuilding procedure. This increase of R$500.0 million represented a 72.00% increase over the previous capital stock, resulting in a total capital stock of R$1,191,764,896.12, comprised of 138,396,171 common shares. On November 7, 2007, again based on authorized capital, the board of directors increased the capital stock by 3,000,000 shares at the issuance price of R$25,00, with the value of the issuance determined by the bookbuilding procedure. This increase of R$75 million resulted from the exercise the of the over-allotment option in connection with our initial and second public offering to meet excess demand during these offerings. This increase represented a 9.00% increase over the previous capital stock. On December 21, 2007, our shareholders approved in the extraordinary shareholders' meeting: (i) the acquisition of MP Holding 2 S/A, holder of an interest of 2.5% in the capital stock of Goldfarb, resulting in an increase in our capital of R$5,7 million through the issuance of 1,136,364 new common shares at the issuance price of R$5.00, with the value of the issuance determined by the equity; (ii) the acquisition of CHL XXXIY Incorporações Ltda., holder of an interest of 12.31% in the capital stock of CHL, resulting in an increase in our capital stock of R$20.2 million through the issuance of 3,200,000 new common shares at the issuance price of R$6.32, with the value of the issuance determined by the equity; and (iii) the alteration of our Stock Option Plan. This increase represented a 3.00% increase over the previous capital stock.


160 BZDB01 88044462.3 03-set-10 20:27

Distribution of our capital stock before the capital increase Extraordinary shareholder’s meeting held in December 2007 - 70% CHL e 80% Goldfarb


Distribution of our capital stock after the capital increase Extraordinary shareholder’s meeting held on December 2007 - 70% CHL e 80% Goldfarb

Shareholder a FIP PDG I 44.11% 64,288,175 Gilberto Sayão da Silva* 9.35% 13,629,093 André dos Santos Esteves* 10.15% 14,786,280 Free float 55.89% 66,658,080 Total of Issued Shares 100.00% 145,732,535 * Interest held indirectly through FIP PDG I

On February 1, 2008, our board of directors approved the issuance of 268,345 new shares as a result of the exercise of stock options granted under the Stock Option Plan. The issued shares were fully subscribed by the beneficiaries of the Stock Option Plan at the price of R$13.42 per share. monetarily adjusted as established therein, an increase of R$3,601,189.90 in the capital stock. In addition, on May I2, 2008, 2,268 new shares were issued as a result of the exercise of options at the price of R$13.72 per share, an increase of R$31,117.07 in the capital stock. The program shall be valid for 365 days and is limited to 8.142.064 common shares, corresponding to 10.00% of the outstanding shares. On March 31, 2009, our shareholders approved in the extraordinary shareholders' meeting the issuance of 829,644 common shares and 40 class 1 subscription bonus in connection with the acquisition of MP Holding 3 Ltda., at the issuance price of R$15.70 per share, with the value of the issuance determined by the equity value of the shares, resulting in a capital increase of R$13.0 million, a 1.0% increase over the previous capital stock.

Distribution of our capital stock before the capital increase Extraordinary shareholder’s meeting held on March 2009 - 100% Goldfarb



Extraordinary shareholder’s meeting held on March 2009 - 100% Goldfarb Shareholder FIP PDG I 43.78% 64,288,175 Gilberto Sayão da Silva* 9.28% 13,629,093 André dos Santos Esteves* 10.07% 14,786,280 Free float 56.22% 67,758,337 Total of Issued Shares 100.00% 146,832,792 * Interest held indirectly through FIP PDG I I

On April 29, 2009, our shareholders approved in the extraordinary shareholders' meeting the issuance of 779,062 common shares and four class 2 subscription bonus in connection with the acquisition of CHL LXX


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Incorporaciles Ltda., at the issuance price of R$14.37, with the issuance price determined by the equity value of the shares, resulting in a capital increase of R$11,2 million, a 0.9% increase over the previous capital stock.

Distribution of our capital stock beofre the capital increase Extraordinary shareholder’s meeting held on April 2009 - 100% CHL

Shareholder FIP PDG I 43.85% 64,288,175 Gilberto Sayão da Silva* 9.30% 13,629,093 André dos Santos Esteves* 10.09% 14,786,280 Free float 56.15% 67,537,399 Total of Issued Shares 100.42% 146,611,854 * Interest held indirectly through FIP PDG I I


Extraordinary shareholder’s meeting held in April 2009 - 100% CHL Shareholder FIP PDG I 43,55% 64.288.175 Gilberto Sayão da Silva* 9,23% 13.629.093 André dos Santos Esteves* 10,02% 14.786.280 Free float 56,45% 67.758.337 Total of Issued Shares 100,53% 147.611.854 * Interest held indirectly through FIP PDG I I On May 4, 2009, the holders of series A, class 1 and class 2 subscription bonus, exercised their bonus and received 600,720 common shares at the issuance price of R$7.20 per share, with the value of the issuance determined by the equity value of the shares, and 259,688 common shares at the issuance price of R$14.37, with the value of the issuance determined by the equity value of the shares, respectively. Such issuance was approved by our board of directors on that date and resulted in a capital increase of R$4.3 million and R$3.7 million, respectively. On May 12,13,14,15,18 and 19, 2009, our board of directors approved the total issuance of 2,676,069 new shares in connection with the exercise of stock options granted under the Stock Option Plan. The new shares were fully subscribed by the beneficiaries of the Stock Option Plan at the price of R$14.14 per share, monetarily adjusted as established therein. The issuance resulted in a capital increase of R$37.8 million, a 2.8% increase over the previous capital stock. On June 22, 2009, holders of convertible debentures relating to the second issuance of debentures requested the conversion of such debentures into shares, which resulted in the issuance of 3,058.642 new common shares at the issuance price of R$17.00 per share, as determined in the indenture. The issuance was approved at a board of directors' meeting and resulted in a capital increase of R$52,0 million, a 3.8% increase over the previous capital stock. Our capital stock increased to R$1,41 billion, divided into 154,206,973 common shares. On June 30, 2009, holders of convertible debentures relating to the second issuance of debentures requested the conversion of such debentures into shares, which resulted in the issuance of 505,426 new common shares at the issuance price of R$17.00 per share, as determined in the indenture. The issuance was approved at a board of directors' meeting and resulted in a capital increase of R$8.6 million, a 0.6% increase over the previous capital stock. Our capital stock increased to R$1,42 billion, divided into 154,172,399 common shares. On July 28, 2009, holders of convertible debentures relating to the second issuance of debentures requested the conversion of such debentures into shares, which resulted in the issuance of 766,757 new common shares at the price of R$17.00 per share, as determined in the indenture. The issuance was approved at a board of directors' meeting and resulted in a capital increase of R$13.0 million, a 0.9% increase over the previous capital stock. Our capital stock increased to R$1,42 billion, divided into 155,479,156 common shares.


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On August 12, 2009, our board of directors approved the cancellation of 598,600 treasury shares, with no par value, without altering our capital stock. The canceled shares were valuted at R$5,5 million, and canceled against the retained profit reserve in the same amount. On August 21, 2009, holders of convertible debentures of the second issuance of debentures requested the conversion of such debentures into shares, which resulted in the issuance of 316,792 new common shares at an issuance price of R$17.00 per share, as determined in the indenture. The issuance was approved at a board of directors' meeting on the same date and resulted in a capital increase of R$5.3 million, a 0.3% increase over the previous capital stock. With this issuance, the capital stock increased to R$1.45 billion, divided into 155,197,348 common shares. On September 9, 2009, our shareholders approved in the extraordinary shareholders' meeting a stock split of our common shares, such that each of our common shares was split into two common shares, with the same rights and privileges as the pre-existing common shares. Each depositary share to represents two common shares after the stock split. On October 1, 2009, based on authorized capital, our board of directors approved the issuance of 56,000,000 at an issuance price of R$14.00 per share, during the process of the public offering, with the value of the issuance determined by the bookbuilding procedure. The issuance resulted in a capital increase of R$784,0 million, a 54.00% increase over the previous capital stock. On October 14, 2009, holders of convertible debentures relating to the second issuance of debentures requested the conversion of such debentures into shares, which resulted in the issuance of 2,199,547 new common shares at the issuance price of R$8.50 per share, as determined in the indenture. The issuance was approved at a board of directors' meeting and resulted in a capital increase of R$18,6 million, a 0.8% increase over the previous capital stock. Our capital stock increased to R$2,24 billion, divided into 368,594,243 common shares. On November 23, holders of convertible debentures relating to the second issuance of debentures requested the conversion of such debentures into shares, which resulted in the issuance of 13,791,237 new common shares at the issuance price of R$8.50 per share. The issuance was approved at a board of directors' meeting and resulted in a capital increase of R$117,2 million, a 5.2% increase over the previous capital stock. Our capital stock increased to R$2,36 billion, divided into 382,385,480 common shares. On November 30, 2009, holders of convertible debentures relating to the second issuance of debentures requested the conversion of such debentures into shares, which resulted in the issuance of 7,492,338 new common shares at the issuance price of RS8.50 per share, as determined in the indenture. The issuance was approved at a board of directors' meeting and resulted in a capital increase of R$63,6 million, a 2.6% increase over the previous capital stock. With the exception of the public offerings held in January and October 2007 and October 2009, the subscription of the increases in capital was private. On February 11, 2010, our board of directors approved the issuance of 796,740 new shares in connection with the exercise of stock oprtions granted under the stock plan. The new shares were fully subscribed by the beneficiaries of the srock option plan at the price of R$7.08 per share for the first program and R$11.62 per share for the second program, monetarily adjusted as established therein. The issuance resulted in a capital increase of R$5,8 million, a 1.01% increase over the previous capital stock. On February 25, 2010, our board of directors approved the issuance of 231,638 new shares in connection with the exercise of stock oprtions granted under the stock plan. The new shares were fully subscribed by the beneficiaries of the Stock Option Plan at the price of R$7,08 per share for the first program and R$11.62 per share for the second


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program, monetarily adjusted as established therein. The issuance resulted in a capital increase of R$1,6 million, a 1.0% increase over the previous capital stock. On March 26, 2010, our board of directors approved the issuance of 700,000 new shares in connection with the exercise of stock oprtions granted under the stock plan. The new shares were fully subscribed by the beneficiaries of the srock option plan at the price of R$7.16 per share, monetarily adjusted as established therein. The issuance resulted in a capital increase of R$5,0 million, a 1.0% increase over the previous capital stock. On April 30, 2010, our board of directors approved the issuance of 3,886,049 new shares in connection with the exercise of subscription bonus conversion, Class 1, Serie B, order no 1, 2, 3, 4, 5, 6, 7, 8, 9 and 10; and 4.204.896 new shares in connection with the exercise of subscription bonus conversion, Class 2, Serie B, order no 1, with subscription price of R$4.47 and R$3.55, respectively. The issuance resulted in a capital increase of R$17368,920.75 and R$14,932,335.55 respectevely, a 0,99% and a 1.07% increase over the previous capital stock, respectevely. On March 26, 2010, our board of directors approved the issuance of 700,000 new shares in connection with the exercise of stock oprtions granted under the stock plan. The new shares were fully subscribed by the beneficiaries of the stock option plan at the price of R$7.16 per share, monetarily adjusted as established therein. The issuance resulted in a capital increase of R$5,0 million, a 1.0% increase over the previous capital stock. On April 30, 2010, the holders of series B, class 1 and class 2 subscription bonus, exercised their bonus and received 3,886,049 common shares at the issuance price of R$4.47 per share, with the value of the issuance determined by the equity value of the shares, and 4,204,896 common shares at the issuance price of R$3.55, with the value of the issuance determined by the equity, respectively. Such issuance was approved by our board of directors on that date and resulted in a capital increase of R$17,3 million and R$14,9 million, respectively and a 1.3 increase over the previous capital stock. On May 13, 2010, our board of directors approved the issuance of 94,870 new shares in connection with the exercise of stock options granted under the stock plan. The new shares were fully subscribed by the beneficiaries of the Stock Option Plan at the price of R$7.08 per share for the first program, monetarily adjusted as established therein, and R$11.67 per share for the second program. The issuance resulted in a capital increase of R$1,0 million, a 0.4% increase over the previous capital stock. On May 20, 2010, our board of directors approved the issuance of 386.300 new shares in connection with the exercise of stock oprtions granted under the stock plan. The new shares were fully subscribed by the beneficiaries of the Stock Option Plan at the price of R$7,08 per share for the first program, monetarily adjusted as established therein, and R$11,67 per share for the second program. The issuance resulted in a capital increase of R$2.7 million, a 0.11% increase over the previous capital stock. On May 25, 2010, our board of directors approved the issuance of 636,559 new shares in connection with the exercise of stock oprtions granted under the stock plan. The new shares were fully subscribed by the beneficiaries of the Stock Option Plan at the price of R$7.08 per share for the first program, monetarily adjusted as established therein, and R$11.67 per share for the second program. The issuance resulted in a capital increase of R$4,5 million, a 0.18% increase over the previous capital stock. On June 10, 2010, in our extraordinary shareholders’ meeting, we approved the issuance of 148,500,001 new shares in connection with the incorporation of AGRE EMPREENDIMENTOS IMOBILIÀRIOS S.A., at the price of R$7,08 per of share, resulting in a capital increase of R$2,298,936,260.10, a 37.00% increase over the previous capital stock.


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On June 25, 2010, our board of directors approved the issuance of 36,272 new shares in connection with the exercise of stock options granted under the stock plan. The new shares were fully subscribed by the beneficiaries of the Stock Option Plan at the price of R$7.17 per share for the shares of the first program, monetarily adjusted as established therein, and at the price of R$11.81 for the shares of the second program. The issuance resulted in a capital increase of R$428,000, a 0.01% increase over the previous capital stock.

On June 30, 2010, our board of directors approved the issuance of 1,887,633 new shares in connection with the exercise of stock options granted under the stock plan. The new shares were fully subscribed by the beneficiaries of the Stock Option Plan at the price of R$7.17 per share for the shares of the first program, monetarily adjusted as established therein, and at the price of R$11.81 for the shares of the second program. The issuance resulted in a capital increase of R$13,89 million, a 0.3% increase over the previous capital stock.

On July 09, 2010, our board of directors approved the issuance of 360,000 new shares in connection with the exercise of stock options granted under the stock plan. The new shares were fully subscribed by the beneficiaries of the Stock Option Plan at the price of R$7.23 per share for the shares of the first program, monetarily adjusted as established therein, and at the price of R$11.91 for the shares of the second program. The issuance resulted in a capital increase of R$2,6 million, a 0.1% increase over the previous capital stock.

On July 14, 2010, our board of directors approved the issuance of 676,016 new shares in connection with the exercise of stock options granted under the stock plan. The new shares were fully subscribed by the beneficiaries of the Stock Option Plan at the price of R$7.23 per share for the shares of the first program, monetarily adjusted as established therein, and at the price of R$11.91 for the shares of the second program. The issuance resulted in a capital increase of R$5,6 million, a 0.1% increase over the previous capital stock.

On July 26, 2010, our board of directors approved the issuance of 846,295 new shares in connection with the exercise of stock options granted under the stock plan. The new shares were fully subscribed by the beneficiaries of the Stock Option Plan at the price of R$7.23 per share for the shares of the first program, monetarily adjusted as established therein, and at the price of R$11.91 for the shares of the second program. The issuance resulted in a capital increase of R$6,4 million, a 0.2% increase over the previous capital stock. Except for the public offerings occurred in january and october of 2007, and october’s 2009 offering, our capital stock increases was held in a particular way.

17.3. Splits, grouping and warrants 11

:

The tables below refer to the last three fiscal exercises.

Grouping of shares:

Deliberation Shares before approval Shares after approval

10.20.2006 219.828.444 109.914.222 12.14.2006 119.664.222 79.776.148

Split of shares:

Deliberation Shares before approval Shares after approval

09.09.2009 155.197.348 310.394.696

11 When the annual presentation of the form of reference, the information should refer to the last three fiscal years. Upon presentation of the form of reference on behalf of the application for registration of public distribution of securities, the information should refer to the three fiscal years

and the current fiscal year.


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17.4. Capital reduction:

a. Deliberation

06.01.2005 and 12.01.2005.

b. Reduction

06.01.2005 and 12.01.2005.

c. Total amount of reduction

R$8.424.601,00 and R$3.091.463,00.

d. Cancelled shares due to the reduction, separated by class and type

Amount of shares Type

8.424.601 Common 3.091.463 Common

e. Refunded value per share

R$1,00.

f. Ways of refund

- if it is on assests, description of the assests

The amount that was transfered to the FIP PDG I, in shares by the Company in the society Giardino Desenvolvimento Imobiliário S.A. and through a way of shares transfer of shares of Queiroz Galvão Cyrela Veneza Empreendimento Imobiliário S.A

g. Percentage represented by the reduction versus the capital stock right after capital reduction

90% and 72%.

h. Reason for Reduction

Excessive capital stock on the date.


There are no other relevant information about this item.


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18. SECURITIES

18.1. Description of each class and type of shares issued

a. Dividends Rights

Amounts Available for Distribution

the Company’s Board of Directors is required to advise on how to allocate our net income for the preceding fiscal year. The allocation is subject to approval by our shareholders. The Brazilian Corporate Law defines “net income” for any fiscal year as the results of the Company in a fiscal year after the deduction of accrued losses, the provisions for income and social contribution taxes for that year, accumulated losses from prior years, and any amounts allocated to profit sharing payments to the employees and managers. The calculation of net income and allocations to reserves for any year, as well as the net income, are determined on the basis of our audited consolidated financial statements prepared in the preceding fiscal year. In accordance with the Brazilian Corporate Law, the net income, as adjusted, shall be available for distribution, to the shareholders in any fiscal year, and it, could be:

• reduced by any amounts allocated to the legal reserve;

• reduced by any amounts allocated to the statutory reserves, if any;

• reduced by any amounts allocated to the contingency reserve, if any;

• reduced by any amounts allocated to the retained profit reserve, if any;

• reduced by any amounts allocated to the unrealized profit reserve;

• increased by reversed contingency reserve amounts from prior years; and

• increased by amounts allocated to the unrealized profit reserve, upon their realization and if not absorbed by subsequent losses.

Any allocation of our profits to the statutory and retained profit reserves shall not be approved, in any fiscal year, to harm the payment of the minimum mandatory dividends. Reserve Accounts

According to the Brazilian Corporate Law, companies usually maintain two principal types of reserve accounts: (i) profit reserve accounts; and (ii) capital reserve accounts.

Profit Reserves: The profit reserve accounts are comprised of the legal, contingency, unrealized profit, retained profit and statutory reserves. As of September 30, 2009, our profit reserve amounted to R$152.7 million. The balance of the profit reserves, except the balances of contingency, tax incentive and unrealized profit reserves may not exceed the amount of our capital stock. In case of excess, our shareholders shall decide at a shareholders' meeting whether the excess amount will be used to pay or increase our capital stock or pay dividends.


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Legal Reserve: Under the Brazilian Corporate Law, we are required to maintain a legal reserve to which we must allocate 5.0% of our net income for each fiscal year until the aggregate amount of the reserve became equals to 20.0% of our share capital. However, we are not required to make any allocations to our legal reserve in a year in which the legal reserve, when added to our established capital reserves, exceeds 30.0% of our share capital. Any net loss may be offset with the amounts allocated to the legal reserve. The amounts allocated to such reserve must be approved by our shareholders in a shareholders' meeting, and may only be used to increase our share capital or to offset losses. As of September 30, 2009, our legal reserve was R$13.7 million.

Contingency Reserve: Under the Brazilian Corporate Law, a percentage of our net profits may be allocated to a contingency reserve for anticipated losses that are deemed probable in future years if their amount may be estimated. The proposal of our Board of Directors with respect to the allocation of a percentage of our net profits to a contingency reserve shall indicate the reason for the eventual loss and justify the constitution of the reserve. Any amount so allocated must be reversed in the fiscal year in which a loss that had been anticipated fails to occur as projected or charged off in the event that the anticipated loss occurs. The allocations to the contingency reserve are also subject to approval of our shareholders in a shareholders' meeting. As of September 30, 2009, we did not have a contingency reserve.

Tax Incentive Reserve: Under the Brazilian Corporate Law, the Board of Directors may propose at a shareholders' meeting to allocate a portion of our net income resulting from donations or government grants for investments to a tax incentive reserve. The amount of this reserve may be excluded from the calculation of the mandatory dividends. As of September 30, 2009, we did not have a tax incentive reserve.

Retained Profit Reserve: Under the Brazilian Corporate Law, our shareholders may decide at the annual shareholders' meeting to retain a portion of our net profits, as provided for in a capital expenditure budget that has been previously approved. As of September 30, 2009, our retained profit reserve was R$152.7 million.

Statutory Reserves: We are permitted by the Brazilian Corporate Law to allocate part of our net income to a discretionary reserve account that may be established in accordance with our bylaws, provided that we: (i) accurately and completely indicate the purpose of each reserve; (ii) set the criteria to determine the annual portion of net income that will be allocated to each reserve; and (iii) set the maximum limit of each reserve. The allocation of net income to statutory reserves may not be made to the detriment of the payment of the mandatory dividend. As of September 30, 2009, we did not have any statutory reserve.

Capital Reserve: Pursuant to the Brazilian Corporate Law, the capital reserves are comprised of goodwill paid in connection with the subscription of our shares, special reserve of goodwill in incorporation, sale of beneficiary interests and sale of subscription bonus. According to the Brazilian Corporate Law, the capital reserve may be used, among other things, to: (i) absorb losses exceeding accumulated profits and profits reserves; (ii) redemption, reimbursement, or purchase of our own shares; and (iii) allocation to our capital stock. As of September 30, 2009, our capital reserve was R$132.0 million.

Mandatory Dividends

The Brazilian Corporate Law requires that the bylaws of a Brazilian company specify a minimum percentage of the available profits for the annual distribution of dividends, known as mandatory dividend, which must be paid to shareholders as either dividends or interest on shareholders' equity. In the event the bylaws does not provide a mandatory dividend, the Brazilian Corporate Law establishes that the mandatory dividends shall not be less than 25.0% of our net income. According to Law No. 9,249 of December 26, 1995,as amended from time to time, interest on shareholders' equity may be distributed and included in the amount due as mandatory dividends.


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Pursuant to our bylaws, at least 25% of the adjusted net income of the previous fiscal year, determined in accordance with Brazilian GAAP and adjusted as determined by the Brazilian Corporate Law, shall be distributed as mandatory dividends. The annual declaration of dividends depends on approval by the shareholders as well as several other factors, such as operational results, financial conditions, cash needs, future profitability and other factors that the shareholders and the board of directors deem relevant. The Brazilian Corporate Law allows, however, a company to suspend such dividend distribution if its board of directors reports to the annual shareholders' meeting that the distribution would not be advisable given the company's financial condition. The board of auditors, if one is in place, reviews any suspension of the mandatory dividend. In addition, the board of directors of publicly held corporations should submit a report to the CVM stating the reasons for the suspension, within five days from the shareholders' meeting. Net income not distributed by virtue of a suspension is allocated to a separate reserve and, if not absorbed by subsequent losses, is required to be distributed as dividends as soon as the financial condition of the company should permit such payment. According to the Brazilian Corporate Law, the shareholders' meeting of a publicly held corporation may approve the payment of dividends in an amount lower than the mandatory dividends or retain the total amount of net income, exclusively for raising funds through outstanding debentures which are not convertible in shares, provided that no shareholder is against such proposal at the shareholders' meeting. The mandatory dividend may also be paid as interest on shareholders' equity, and may be deducted as expenses for purposes of income and social contribution taxes. Dividends

We are required by the Brazilian Corporate Law and our bylaws to hold an annual shareholders' meeting no later than the forth month of each year, at which time, among other subjects, our shareholders shall approve the allocation of the results of operations of the past fiscal year and the distribution of an annual dividend. The payment of annual dividends is based on our consolidated, audited financial statements of the prior fiscal year. According to Brazilian corporate Law, any holder of shares at the time a dividend is declared is entitled to receive dividends. Under the Brazilian Corporate Law, dividends are required to be paid within 60 days following the date on which the dividend is declared, unless the shareholders' resolution establishes another payment date, which, in any event, must occur before the end of the year in which the dividend is declared. Unclaimed dividends do not accrue interest, are not adjusted in relation to inflation and revert in our favor if not claimed within three years from the date in which they are made available to the shareholders. Our Board of Directors may also declare intermediate dividends based on annual or semi-annual financial statements, as permitted by our bylaws. The Board of Directors may also declare dividends based on financial statements prepared in our semester or trimester, if permitted by our bylaws. The total amount of dividends paid in each semester cannot exceed the amounts accounted for in our capital reserve account. Any payment of intermediate dividends may be set off against the amount of mandatory dividends relating to the net profits earned in the year in which the intermediate dividends were paid. As permitted by our bylaws, our intermediate dividends may also be paid from profit reserve accounts based on any period of time, which will be considered as an anticipation from the minimum mandatory dividend.

Interest on Shareholder’s Equity

Under Brazilian tax legislation in effect since January 1, 1996, Brazilian companies are authorized to pay interest on shareholders' equity to holders or beneficiaries of shares, and to treat those payments as a


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deductible expense for purposes of calculating corporate income tax and, since 1997, the social contribution tax, to the extent permitted by applicable law. The amount of the tax deduction in each year is limited to the greater of (i) 50% of our net income (after the deduction of any allowances for social contribution tax but before taking into account allowances for income tax and the interest on shareholders' equity) for the period in respect of which the payment is made and (ii) 50% of our retained profits and profit reserve at the beginning of the relevant period. The rate applied in calculating interest on shareholders' equity cannot exceed the pro rata die variation of the Brazilian long term interest rate (Taxa de Juros de Longo Prazo—TJLP).

Any payments of interests on shareholders' equity to the shareholders, whether Brazilian residents or not, are subject to a withholding income tax of 15%, provided that such rate shall be 25% if the beneficiary of the interests is a resident of a tax haven (i.e., a country with no income tax or which its maximum percentage is fixed bellow 20%, or if the local applicable law imposes restrictions to the disclosure of the shareholders composition or the owners of the investment). The amount paid as interest on shareholders' equity after deducting the income tax may be set off against the mandatory dividends. According to applicable law, we are required to pay to our shareholders an amount sufficient to ensure that the net amount they receive in respect of interest on shareholders' equity, after payment of any applicable withholding tax, plus the amount of declared dividends, is at least equivalent to the minimum mandatory dividend amount. The interest on the shareholders' equity reverts in our favor if not claimed within three years after the date in which they were made available to the shareholders, as in the case of dividends.

b. Voting Rights

Each common share entitles its holder to one vote at any annual or extraordinary shareholders' meeting

c. Convertibility into another class or type of share:

The Company does not have shares that can be converted into other classes or type.

d. Rights of capital reimbursement

In case of liquidation of the Company, the shareholders will receive payments for the repayment of capital in proportion to their participation in the capital stock, after the payment of all liabilities in proportion to their respective shares in the total shares issued by the Company. Any of the dissenting shareholders of the Company of certain resolutions passed in the General Shareholders’ Meeting may withdraw from the Company, through reimbursement of the value of their shares based on the criteria described in the Corporations Law. Pursuant to the Corporations Law, the right of withdrawal may be exercised, among others, in the following circumstances:

• Spin-off of the Company (when it causes: (i) changes of the corporate purpose, unless when the asset split is poured into a company whose main activity coincides with the result of our corporate purpose of the Company; (ii) reduces the minimum mandatory dividend to be distributed to the shareholders of the Company; or (iii) the Company's participation in a group of companies as defined in the Corporations Act);

• Reduction of the mandatory dividend;

• Change in corporate purpose;


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• Merger or consolidation of the Company to another company (in the particular situations as described below);

• Participation in the Company's group of companies (defined in the Corporations Act, and in specific situations, as described below);

• Incorporation of actions involving the Company, pursuant to Article 252 of the Corporations Act by another Brazilian company, to become a wholly owned subsidiary thereof;

• Corporate Transformation; and

• Acquisition of the control of any company if the purchase price exceeds the limits set forth in paragraph 2 of Article 256 of Brazilian Corporate Law.

In cases of (a) a consolidation or a merger of the Company to another company; or (b) Company's participation in a group of companies (as described in the Corporations Act), the Company's shareholders will not be entitled to withdraw if their actions have the following characteristics: (1) have liquidity to integrate the general index of the BM&FBOVESPA, or content any other stock exchange as defined by the CVM; and (2) have spread in the market, so that the controlling shareholders, the parent company or other companies under common control hold less than half the shares of a type or class object of the withdrawal right. The withdrawal right must be exercised within 30 days from the publication of the record of the General Shareholders’ Meeting, which approved the act that made the recess rise. Additionally, we have the right to reconsider any decision that has overburdened right to withdraw within ten days following to the expiration of that right, if we understand that payment of the redemption price of the shares to the dissenting shareholders would jeopardize our financial stability. In case of exercising its right of redemption, the shareholders shall be entitled to receive the net asset value of their shares, based on last balance sheet of the Company approved by the General Shareholders’ Meeting. If, however, the decision which caused the withdrawal right has occurred 60 days after the date of the last approved balance sheet, the shareholders may request, together with the reimbursement, raising special balance sheet date in complying with the deadline of 60 days to determine the asset value of its shares. In this case, the Company shall immediately pay 80% of the reimbursement that was calculated based on last balance sheet approved by our shareholders and the balance within 120 days from the date of the General Shareholders’ Meeting. The Company's Bylaws provides that the economic value will be used in the case of exercising the right of withdrawal if it is below the asset value.

e. Right to participate in public offer for sale of control

According to the rules of Novo Mercado, the sale of control, either by a single operation, and through successive operations, shall be contracted under a condition precedent or termination of the purchaser undertakes to effect a takeover bid from other shares of other shareholders in the same terms and conditions granted to the selling controlling shareholder, observing the conditions and terms laid down in the existing legislation and the rules of the Novo Mercado, in order to assure equal treatment to selling, controlling shareholder and it must be delivered to BM&FBOVESPA statement containing the price and other conditions of an operation of transference of our control. The public offering is yet required:

• When onerous assignment of subscription rights for shares and other securities or rights with respect to securities that are convertible into shares, which may result in the sale of the Company's control;

• When the driver is a company, the control of such parent company is transferred, and in this case the selling controlling shareholder will be obliged to declare to BM&FBOVESPA the value assigned to the Company in such sale and attach documentation supporting this value; and


171 BZDB01 88044462.3 03-set-10 20:27

• When the one who already holds shares of the Company acquires controlling power, in view of a private share purchase agreement. In this case, the acquiring shareholder will be obliged to make a public offer for acquisition of shares by the same terms and conditions offered to the selling shareholder and reimburse the shareholders who have purchased shares on the stock exchange in the six months preceding the date of sale of control. The amount of compensation is the difference between the price paid to the selling controlling shareholder and the amount paid on the stock exchange for shares in that period, duly updated.

The Rules of Novo Mercado also provides that the selling controlling shareholder may not transfer the ownership of its shares and the Company may not register any transfer of shares representing its control, while the acquiring shareholder and those who will hold such a control does not endorse the Statement of Consent from drivers under the Novo Mercado rules. The buyer, when necessary, should take reasonable steps to recover within six months, the minimum percentage of 25% of the shares that are outstanding in the market.

f. Restriction to negotiation

There is not.

g. Conditions to alternate assured rights by such securities

Pursuant to the Brazilian Corporate Law, not the bylaws neither the shareholder’s decisions in Shareholders’’ Meeting can cause the shareholders to be restricted of the following rights:

• to participate in the distribution of dividends, in proportion to their respective interest; • to participate in the distribution of remaining assets upon our termination, in proportion to their respective interest; • to preemptive rights to subscribe new shares, convertible debentures and subscription bonus (bônus de

subscrição), except under limited circumstances provided for by the Brazilian Corporate Law, as described in item “Preemptive Rights” in this Section; • to monitor the management of our activities, in accordance with the Brazilian Corporate Law; • to vote in the shareholder's meeting; and • to leave the Company as provided by the Brazilian Corporate Law.

h. Other relevant characteristics

There are no other relevant characteristics.

18.2. Description, if there is any, of the statutory rules that limit the shareholder’s voting right or that

cause them to make public offerings

See item 18.1(e) above.

18.3. Description of the exceptions and suspensive clauses including personal and political rights under the

bylaws

There is not.


172 BZDB01 88044462.3 03-set-10 20:27

18.4. The table bellow contains the information and the trading volume, as well as the highest and lowest prices

of the securities traded on stock exchanges and organizes markets, in each quarter of the 3 lasts fiscal years

BM&FBOVESPA

Three month period ended Minimum Maximum, Trading (R$)

March 2007 5,5 7,1 357.331.411 June 2007 5,4 10,6 435.859.746 September 2007 9,5 13,1 463.640.038 December 2007 11,2 14,1 542.215.045 March 2008 9,2 13,2 576.444.498 June 2008 9,9 13,5 817.257.680 September 2008 5,8 11,9 947.409.632 December 2008 4,0 6,8 425.273.762 Marrch 2009 5,0 6,8 444.617.078 June 2009 6,6 11,9 1.299.907.548 Sepetember 2009 9,9 14,9 1.942.149.716 December 2009 14,0 18,9 1.036.935.990 March 2010 14,8 17,7 1.396.378.537 June 2010 12,3 17,1 5.043.916.030

18.5. Description of other securities that are not shares On March 31, 2010, securities issued by the Company, executing shares are: simple non convertible debentures from the Company’s first issuance; (ii) subscription bonus; (iii) certificates of receivable securities; and (iv) simple, secured, convertible debentures of the 3rd Issuance of the Company.

First Issuance of Simple Debentures

On July 1st, 2007, we issued 25,000 simple, non-convertible, unsecured, registered, single-series debentures, each with a nominal value of R$10,000.00, for a total amount of R$250.0 million for public subscription. The debentures shall mature in seven years as from the issuance date, and it shall be remunerated by the CDI rate plus 0.9% per year. The total principal amount is due to be paid in four annual installments beginning in the 48th month from the issuance date, or on (July 1, 2011). The debentures from the first issuance are not subject to early redemption.. Pursuant to the terms of the indenture of our 1st Issuance of debentures, an early maturity of such debentures will occur in the event of distribution of dividends, payments of interest on shareholders' equity or the completion of any other payments to the shareholders, if the Issuer is in; default of any of its obligations, as set forth in the indenture, not including, however, the payment of minimum mandatory dividends under the Article 202 of Brazilian Corporate Law and the rules of Novo Mercado. The debentures of our 1st Issuance contain clauses determining maximum indebtedness levels and EBITDA ratio, based on our consolidated financial statements, as described below:

• the ratio between (A) the sum of net debt and unpaid properties minus SFH debt; and (B) shareholders' equity shall always be equal to or less than 0.70;

• the ratio between (A) the sum of total unallocated revenue and properties held for sale; and (B) the sum of net debt, unpaid properties and unallocated expenses shall always be equal or higher to 1.30, or less than zero;


173 BZDB01 88044462.3 03-set-10 20:27

• the ratio between (A) EBIT; and (B) net expenses shall always be equal or higher than 1.50, or less than zero, and also the EBIT shall always be positive.

Pursuant to the terms of Article 60 of the Brazilian Corporate Law, the total value of debentures issued cannot be greater than our total capital stock. In addition, the debentures from the 1st Issuance contain: (i) a restriction on payments of dividends above a minimum of 25% for such time as we are in default of our obligations established in the indenture; (ii) a restriction on any sale, cessation or transfer of shares made by us or our subsidiaries that is equal to or greater than 10% of the Company or that of our subsidiaries, whose proceeds will not be fully utilized for the reduction of debt; and (iii) provisions limiting our indebtedness and EBITDA indices, based on our consolidated financial statements. The 1st Issuance debentures have clauses in case of prepayment in certain events, such as (i) an individual amount of R$7.0 million or an aggregate amount equivalent to 2.0% of our shareholders' equity; (ii) noncompliance with any unappealable judicial decision determining the payment of an individual or aggregate amount equivalent in reais to 2.0% of our shareholders' equity; (iii) default or mandatory prepayment of any financial obligations in the individual or aggregate amount equivalent to R$5.0 million; and (iv) the approval of a consolidation, spin-off, merger or any form of corporate reorganization involving us or our subsidiaries, except if the consolidation, spin-off or merger (a) complies with the requirements of Article 231 of the Brazilian Corporate Law; or (b) in case a top international rating agency grants new rating for us or our first issuance, if such new rating is not lower than the original one; or (c) involves companies that hold interest in CHL or Goldfarb, among others. The trustee of the debentures of the first issuance, Pentágono S.A. Distribuidora de Títulos e Valores Mobiliários., receives a fee of R$7.500,00 – per quarter. Second issuance of convertible debentures On April 30, 2009, we concluded the second private issuance of debentures, issuing 27,600 simple, convertible, registered, secured, single-series debentures, each with a nominal value of R$10,000.00, for a total amount of R$276.0 million. We subsequently cancelled 142 unsubscribed debentures pursuant to a resolution of the board of directors held on June 30, 2009. The debentures will mature in 42 months as from the issuance date, or the maturity date, and the certificates bear annual interest at the CDI rate plus 2.0%. The total principal amount is due to be paid on October 15,2010. Our repayment obligations under these debentures are secured by a pledge of 100% of the common shares issued by CHL, and the debentures are considered senior indebtedness of the Company, with priority over our assets in the event of liquidation. Each debenture is individually convertible into a number of common shares according to a ratio of the division of the face value of each debenture by the price of R$17.00 per common share. The conversion may occur: (i) at any time until the 30th business day before the maturity date, at the sole discretion of the respective debenture holder; or (ii) after a two year period as from the issuance date, at our sole discretion, according to the conditions provided in the respective indenture. We appointed Planner Trustee DTVM Ltda. as the trustee of the second issuance. Among other duties, the trustee must: (i) declare, in the terms of the indenture, the anticipated maturity of the debentures in case of default, including the principal amount and other amounts due; (ii) liquidate the collateral granted pursuant to the terms of the indenture, applying the proceeds to pay the holders of the debentures; and (iii) take all necessary measures to ensure such payment to the holders of the debentures.


174 BZDB01 88044462.3 03-set-10 20:27

On October 21, 2009, we announced the early redemption of all of the outstanding debentures from our second issuance, with the intention to early convert these debentures into our common shares. The holders of the debentures requested either their conversion into shares or a cash payment. Consequently, there are no longer any debentures from our second issuance outstanding.

Third issuance of non-convertible debentures with secured collateral

On August 31, 2009, the shareholders meeting approved the 3rd Issuance of non convertible debentures into shares, secured and single-series debentures. There were issued 300 debentures, the nominative form and scriptural, each with a face value of R$1.0 million, for a total amount of R$300.0 million. The deed of the 3rd Issuance of Debentures was concluded on September 11, 2009, with the Fundo de Garantia por Tempo de Serviço and the debentures will mature in five years from the issuance. The payment will have 36 months of grace period and after that period, it will be held twice a year. Interest will be paid semiannually. The debentures bear interest at the Referential Rate (Taxa Referencial), or TR. as published by the Central Bank, calculated on a pro rata basis and added to an initial interest rate of 8.75% per year, on a 252 business days. The proceeds from such debentures will be allocated to the financing of the construction of residential units classified within the scope of the SFH. The Company's obligations of the 3rd Issuance of debentures will be primarily granted by fiduciary assignment of receivables of The SPE’s that are developing projects to be financed by the 3rd Issuance of Debentures, as well as the fiduciary guarantee of the issuance quotes of such SPE. Under the indenture of third issuance debentures there will be an advance maturity in case of dividends distribution, interest payments on capital or making any other payments to the shareholders. If the Issuer is in default with any of its obligations under the indenture, there will be a payment of the minimum mandatory dividend, under article 202 of the Brazilian Corporate Law and the Rules of the Novo Mercado. The debentures of our third issuance contain provisions limiting our ability to incur indebtedness beyond certain thresholds, and restricting our debt to EBITDA ratio, based on our consolidated financial statements, as described below:

• the ratio between (A) the sum of net debt and unpaid properties minus SFH debt and (B) shareholder’s equity shall always be equal to or less than 0,70;

• the ratio between (A) the sum of total unallocated revenue and properties held for sale and (B) the sum of net debt, unpaid properties and unallocated expenses shall always be equal or higher to 1.30, or less than zero;

• the ratio between (A) EBITDA and (B) net expenses shall always be equal or higher than 1.50, or less than zero, and also the EBITDA shall always be positive.

Pursuant to the terms of Article 60 of the Brazilian Corporate Law, the total value of debentures issued cannot be greater than our total capital stock. In addition, the debentures from the third issuance contain: (i) a restriction on payments of dividends above a minimum of 25% for such time as we are in default of our obligations established in the indenture; (ii) a restriction on any sale, cessation or transfer of shares made by us or our subsidiaries that is equal to or greater than 10% of our shareholders equity or that of our subsidiaries, whose proceeds will not be fully utilized for the reduction of debt; and (iii) provisions limiting our indebtedness and EBITDA indices, based on our consolidated financial statements, as described above.


175 BZDB01 88044462.3 03-set-10 20:27

Pursuant to the terms of the indenture of our 3rd issuance of debentures, there will be an early maturity in the event of: (i) repeated claims against us with an individual amount higher than the equivalent to 1.0% of our shareholder's equity or an aggregate amount equivalent to 2.0% of our shareholders' equity; (ii) the occurrence of any sale, assignment or transfer of our assets whose value is equal to or higher than 10.0% of our shareholders' equity; and (iii) the approval of a consolidation, spin-off, merger or any form of corporate reorganization involving us or our material subsidiaries, except if the consolidation, spin-off or merger (a) complies with the requirements of Article 231 of the Brazilian Corporate Law, or (b) in case a top international rating agency grants new rating for us or our third issuance, if such new rating is not lower than the original one; or (c) involves companies that we hold interest in, or a company whose primary asset is interest in a company that we also hold interest in; or (d) that does not involve the special purpose vehicles whose shares were given to guarantee our repayment obligations related to the third issuance of debentures, or finally (e) if we are the merging company and Goldfarb or CHL is the merged company. The redemption may occur until such time as the principal is paid, in full or in part, but at a minimum of 25% of the debt balance of the outstanding debentures. The redemption premium varies depending on when we exercise the redemption option, from a minimum of 0.5% and a maximum of 1.5% above the total value of the issuance, as calculated by the trustee. The trustee of the debentures of the first issuance, Oliveira Trust DTVM S.A., receives an initial payment of R$30.000 and bi-annual payments of R$60,000.

Simple Debentures of the 4th

Issuance

Under the Simple Debentures of the 4th Issuance of the Company occurred on August 10, 2010, not Convertible into shares, without guarantee, in a single series, were issued 280 debentures not Convertible into shares, nominative, with a face value of R$1.0 million, totaling R$280,0 million. The debentures mature in 6 years and are paid at a rate equivalent to the CDI rate plus 2.4% per year. The annual amortization will be in 16 quarterly installments with failure period of 27 months from the date of issue. The Issuer may make, at any time, extraordinary amortization or early redemption optional, partial or total, as appropriate, the balance of the Unit Face Value of the Debentures. Under the terms of debentures of the 4th Issuance will be acceleration in the case of distribution of dividends, interest payments on own capital or making any other payments to shareholders, if the Issuer is in default with any of its obligations under the Deed, exception, however, the payment of the minimum mandatory dividend referred to in Article 202 of the Law 6.404/76 and the Regulation of Novo Mercado. The 4th Issues’ debentures do not have clauses determining maximum levels of indebtedness and EBITDA levels. The 4th Issues’ debentures have clauses of early maturity in the event of certain events, such as (i) legitimate protest of securities against the Issuer in an individual amount or aggregate of R$10 million, (ii) a default or early payment of any financial obligations value, individually or in aggregate, exceeding R$10 million, (iv) if the incorporation, spin-off or merger of the Issuer, without the prior approval of the Debenture holders, as provided in Article 231 of the Law 6.404/76, among others. The Trustee of the debentures of the 1st issue is the GDC Partners Serviços Fiduciários DTVM Ltda., which receives quarterly payment of R$12,500.00.


176 BZDB01 88044462.3 03-set-10 20:27

Rating

In May 2008, Standard & Poors upgraded the corporate credit rating of our debentures from brBBB+ to brA, which we have maintained up to the date hereof. In December 2009, Standard & Poors announced that the Company's rating is under review, with a positive outlook.

Subscription Bonus

In accordance with the merger of MP Holding 3 Ltda. and CHL LXX Incorporacoes Ltda., on March 30, 2008 and April 29, 2008, respectively, we issued non-redeemable and non-negotiable Subscription Bonus in four series, consisting of ten class 1 Subscription Bonus and four class 2 Subscription Bonus each. There is no possibility of redemption of this issuance of Subscription Bonus. The series A Subscription Bonus of both classes were previously exercised. The holders of our subscription bonus will have the right to subscribe registered common shares without par value issued by us, subject to the terms and conditions set forth in the tables below:

Class 1 Subscription Bonus

Nº OF SHARES TO BE ISSUED EXERCISE PERIOD

Series A

(Exercised)

Shall be defined based on our and Goldfarb’s combined net income for 2008, with deduction of 35% with respect to the multiple of our net income, reduced by the number of shares already delivered in view of the merger.

Beginning Date of our annual shareholders´ meeting approving the financial statements as of and for the year ended on December 31, 2008.

End 90 days from the date of beginning of exercise of the Subscription Bonus of this series.

Series B

(Exercised)

Shall be defined based on our and Goldfarb’s combined net income for 2009, with deduction of 35% with respect to the multiple of our net income.

Beginning Date of our annual shareholders’ meeting approving the financial statements as of and for the year ended on December 31, 2009.


Series C


Beginning Date of our annual shareholders’ meeting approving the financial statements as of and for the year ended on December 31, 2010.


Series D


Beginning Defined based on our and Goldfarb’s combined net income for 2011, with deduction of 35% with respect to the multiple of our net income.


Class 2 Subscription Bonus


Series A

(Exercised)

Shall be defined based on our and CHL’s combined net income for 2008, with deduction of 35% with respect to the multiple of our net income, reduced by the number of shares already delivered in view of

Beginning Date of our annual shareholders’ meeting approving the financial statements as of and for the year ended December 31, 2008.



177 BZDB01 88044462.3 03-set-10 20:27


the Incorporation.

Series B

(Exercised)

Shall be defined based on our and CHL’s combined net income for 2009, with deduction of 35% with respect to the multiple of our net income.



Series C




Series D




Depositary Receipts Program Level 1

October 29, 2008, we submitted an application to the CVM for registration of the Sponsored Depositary Receipts Program – Level 1 for purposes of trading American Depositary Receipts backed by our common shares on the U.S. securities over-the-counter market. For this purpose, Citibank DTVM S.A. is the custodian and Citibank, N.A. is the depositary in The United States. Each depositary receipt represents two common shares. As of the date of this Reference Form, 141,589 depositary receipts had been issued.

CRI Issuance

In July 2009, we issued 45 CRIs in the amount of R$1.0 million each, with a maturity date in three years. The issuance was carried out by our subsidiary PDG Companhia Securitizadora, guaranteed by us and includes 80.0% of the receivables from units under construction. The yield was fixed at a rate of 110% of the CDI (from the first through the twenty-fourth month) and 115% of the CDI (from the twenty-fifth through the thirty-sixth month). The holders of CRIs have a put option against us and PDG Companhia Securitizadora at the end of the twenty-fourth month, with a resale price equal to their face value. The CRIs are not subject to redemption.

In October 2009, we issued 30 CRIs in the amount of approximately R$1.0 million each, with a maturity date in five years and a grace period on principal and interest payments until the thirty-sixth month. The issuance was carried out by our subsidiary PDG Companhia Securitizadora and guaranteed by us. The yield was fixed at a rate of 115% of the CDI (from the first through the thirty-sixth month) and 117% of the CDI (from the thirty- seventh through the sixtieth month). The holders of CRIs from the second placement have a put option against us and PDG Companhia Securitizadora at the end of the thirty-sixth month, with a resale price equal to their face value.

On November 2009, we issued 25 CRIs in the amount of R$1.0 million each, with a maturity date in eight years and a grace period on principal and interest payments until the twenty-ninth month. The yield was fixed at a rate of 110% of the CDI. The holders of CRIs from the third placement have a put option against us and PDG Companhia Securitizadora at the end of the thirty-sixth and the sixtieth months, with a resale price equal to their face value.

On May 2010, we issued 186 CRIs in the amount of R$1 million each. This occurred from the second series of the 3rd issuance of CRIs. The CRIs has IGP-M remuneration plus 9.40% per year, over the balance of the CRI and a maturity date of 124 months, from May 7, 2010 to September 7. 2020.


178 BZDB01 88044462.3 03-set-10 20:27

18.6. Indication of the Brazilian markets where the Company's securities are admitted to be traded

The Company's shares are trading on the BM&FBOVESPA, under the code PDGR3. The CRIs issued by the Company are listed for trading in the secondary and primary distribution CETIP SA - Organized OTC Derivatives and Asset (“CETIP”).

18.7. Indicate each class and type of securities admitted on the foreign markets.

On October 29, 2008, the Company filed with the Brazilian Securities and Exchange Commission (CVM) a request to be registered in the Sponsored Level 1 Depositary Receipts Program to trade on the US over-the-counter market, securities backed by common shares issued by the Company. For this purpose, Citibank DTVM S.A. is the custodian and Citibank, N.A. is the depositary in the United States. The entity that administers the U.S. OTC market is the Financial Industry Regulatory Authority (FINRA). As of the date of this Form, 155.279 Depositary Shares had been issued

In addition, the admission date of the Depositary Shares was December 05, 2008. But, since these securities are not listed in an organized market, there no initial date of listing.

18.8. Description of the distribution of the public offerings made by the Company or by third parties, including

controllers and associated companies and subsidiaries, of securities of the Company31

Shares

On January 24, 2007, based on the authorized capital and as a result of our initial public offering, our board of directors increased our capital stock by 30,000,000 of shares, for public subscription to be paid in cash, at the issuance price of R$14.00 per share, representing an increase of R$420.0 million, with the value of the issuance determined by the equity.

On February 23, 2007, also based on the authorized capital, our capital stock was subject to a new increase of 875,933 shares at the issuance price of R$14.00 per share, with the value of the issuance determined by the shareholders' equity of the Company, representing an increase of R$12.3 million due to the exercise the of the over-allotment option in connection with our initial public offering to meet excess demand during the offering, aiming the exercise of this option by Banco BTG Pactual S.A., on February 23, 2007. On October 2007, our capital stock was, again, increased by the Board of Directors, during the second public offering of company’s shares. Based on the authorized share capital, and 23.000.00 shares at the issuance price of R$25,00, representing an increase of R$575 million. On October 1, 2009 our capital stock was, again, increased bu the Board of Directors, during the third public offering of company’s sares. Based on authorized capital and 56.000.00 shares at the issuance price of R$14,00 per share, representing na increase of R$784 million. On February 05, 2010, were granted the registration of the 4th public offering of common shares issued by the Company, by means wich the FIP PDG I executed a secondary public offering of 97.084.946 of the Company’s common share, at the issuance price of R$14,50 per share. Because of the exercise of the green shoe by Banco BTG Pactual S.A., another 14.562.741 common shares, issued by the Company and owned by FIP PDG I, at the same conditions and initial share prices. 18.9. Description of the our public offerings for a third issuance

32

Until March 31, 2010, public offerings for a third issuance did not occur.


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19. PLANS OF REPURCHASE AND SECURITIES IN CASH

19.1. Plans to repurchase Company’s shares:

In the fiscal years of 2006 and 2007, there were no repurchase plans of shares.

In the fiscal year of 2008, however, on October 21, our Board of Directors approved the creation of the First Share Repurchase Program, with the scope to maximize value for the shareholders. Such program has a term of 365 days and is limited to 8,142,064 (pre-split) common shares, representing 10% of the outstanding shares.

On August 12, 2009, the Board of Directors approved the termination of the current share repurchase program and the cancellation of 598,600 (pre-split) common shares, nominative, without issuance value, held in treasury, without alteration of the capital stock of the Company. We acquired 7.35% of the total shares approved in the program over the average price of R$9.18 (pre-split). The shares that were canceled accounted R$5.5 million, and will be canceled to the reserve account of retained profits in equal value.


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At the time of repurchase of such options, we used the resources of the reserve account of retained profits of the Company to cancellate shares in the same accounted value of shares, R$5.5 million.

19.2. The table below shows the movement of securities held in treasury, separated by type, class and species,

indicate the quantity, total value and average price of acquisition:

2009

Type (class and type) Amount

Initial Balance

(R$)

Acquisition Average-Price (R$) Acquisition

Alienations Cancellations

Final balance

(R$)

Common shares 1.197.200 2.643.792,1

7 4,56238 36.000 - 1.197.200 -

2008


Initial Balance

(R$)

Acquisition Average-Price (R$) Acquisition

Alienations Cancellation

Final balance

(R$)

Common hares 1.161.200 - 2,2767 1.161.200 - - 5.287.584,3

3 There were no shares acquisitions by the treasury during 2006 and 2007.

19.3. The table below lists the securities that are held in treasury of the last fiscal year, separated by types and

classes.:

Year ended 2008


Acquisition Average-Price (R$)

Date of acquisition % of the securities of the same class and type

Common shares 580.600 9,1071 0,4% There were no purchases of shares by the tresuary during 2006 and 2007. On August 12, 2009, the cancellation of the shares described above, was approved by the Board of Directors of the Company. Thus, there are no more shares of the Company in treasury.


There are no other relevant information about item 19


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20. TRADING POLICY OF SECURITIES

20.1. Trading policy of securities issued by Company by the controlling shareholders, directly or indirectly,

directors, members of the board of director, board of auditors and any other agency with technical or advisory

functions, created by statutory provision:

All purchase transactions related to our shares must comply with the provision of the “Manual de Conduta Para

a Divulgacão e Uso de infomações e Politica de Negociacão de Valores Mobiliários”, approved by our board of directors on December 14, 2006.

Disclosure of trading by our principal shareholders, directors, executive officers or members of the board of

auditors

Our controlling shareholder, directors, executive officers and members of our board of auditors, if one is in place, as well as members of any of our technical or advisory bodies, are required to report to us, so it can be reported to the CVM and BM&FBOVESPA, the number and type of our securities, our subsidiaries or the securities of any publicly-held company that we may control, including derivatives, that they or persons closely related to them hold, as well as any changes in such ownership interest. The information related to such securities negotiation, like the amount, price and date of purchase, must be reported to the CVM and BM&FBOVESPA within ten days from the end of the month in which the changes are carried on. If the person is an individual, the communication must include the shares held by his or her spouse, partner or dependent that is included in his or her tax return and any company directly or indirectly controlled by any of those persons

The communication must include the following information:

• The name and qualifications of the person providing the information; • The amount, per type and or class, of shares traded, or other characteristics in case of other securities

traded; and • The nature of the acquisition (private transaction, stock exchange transaction, etc), price and date of

each transaction.

We are also required to inform CVM and BM&FBOVESPA if no monthly changes have occurred.

Under article 12, § 1° of CVM Rule 358, dated as of January 3th, 2002, if our direct or indirect controlling shareholders, the shareholders that elect members of the board of directors or board of auditors, and/or any person or company, individually or as a group, acting jointly or representing the same interests, reaches an ownership interest directly or indirectly equal to at least 5% of our shares, such shareholder or group of shareholders shall report to us, the BM&FBOVESPA and the CVM the following information:

• The name and qualification of the person providing the information; • The amount, price, per type and class of shares acquired, or other characteristics in case of other

securities acquired; • The nature of the acquisition (private transaction, stock exchange transaction, etc.); • The purpose of the transaction; and • The terms of any agreement regulating the exercise of voting rights or the purchase and sale of our

marketable securities.

Disclosure Policy, use of Information and Trading of Securities

Our disclosure policy, use of information and trading of securities was approved by the board of directors' meeting held on December 14, 2006 pursuant to the legislation and regulation in force.


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The Company, its direct and indirect controlling shareholders, its directors and officers, the members of its board of auditors, the employees and executives with access to relevant information, and the members of the other technical and consultive bodies of the Company, as well as those who, because of their position, title or job in the controlling shareholders, subsidiaries and affiliates, are aware of the information on the material development relating to the Company and have signed the compliance statement, are prohibited from trading in the Company's securities for fifteen days prior to the disclosure or publication, whenever applicable, of (i) Company's ITR; (ii) Company's DFP and IAN. The Company's board of directors cannot approve the acquisition or sale of company shares while the following information is not made public by means of the publication of material developments: (i) execution of any agreement or contract contemplating the transfer of control in the Company; or (ii) grant of option or right aimed at the transfer of control in the Company; or (iii) existence of intention to promote consolidation, total or partial spin-off, merger, conversion or corporate restructuring. Former directors and officers that leave the Company prior to the public disclosure of any material development started during their term of office are prohibited from trading in the Company's securities: (i) for six months after their departure: or (ii) until disclosure by the Company of the material development to the market, except if trading in Company shares after the disclosure of the material development, would interfere in the business conditions to the detriment of the Company or its shareholders.


There is no other relevant information about item 20.


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21. POLICY ON THE DISCLOSURE OF INFORMATION

21.1. Description of rules or procedures adopted by the Company to assure that the information to be pubicly

disclosed will be collected, processed and reported accurately and timely.

Except for the disclosure policy described below, there’s none.

21.2. Description of the disclosure policy of de act or material fact adopted by the Company that indicates

the procedures to maintain secret relevant information that were not disclosed.

Our Disclosure Policy, Use of Information and Trading of Securities was approved by the board of directors' meeting held on December 14, 2006 pursuant to the legislation and regulation in force. Pursuant to such policy, the director of investor relations is primarily responsible for communicating and disclosing any material developments, so as to assure that investors are timely, efficiently and reasonably provided with the information necessary to made their investment decisions, ensuring the best symmetry possible for the dissemination of information, avoiding the undue use of privileged information in the securities market by those that have access to which, in their own benefit or for the benefit of third parties, in detriment to investors in general, the market and us. The Disclosure Policy, Use of Information and Trading of Securities was prepared with the purpose of establishing high levels of conduct and transparency, and must be complied with by the: (i) controlling shareholders; (ii) managers of the Company; (iii) board of auditors; (iv) members of our other bodies with technical and advisory functions; (v) employees and executives with access to relevant information; and (vi) whomever, due to the title, function or position in the Company, controlling companies, subsidiaries and affiliates, is aware of any information referring to material developments about us, so as to adapt our internal policy to the principle of transparency and the good practices of conduct for the use, disclosure of relevant information and trading of our securities. The persons mentioned above must execute the respective compliance statement, which shall be filed at our headquarters while they have a relationship with us and for at least five years after their leave. Under article 155, § 1st, of the Brazilian Corporate Law, and article 2 of CVM Rule 358, “material act or fact” means (a) any decision by the controlling shareholders, a resolution of a shareholders' meeting or management bodies; or (b) any other political and administrative, technical, commercial or economic or financial act or fact occurred or related to their business, that may significantly affect: (i) the price of their securities; (ii) the investors' decision to purchase, sell or hold their securities; or (iii) the investors' decision to exercise any rights inherent to the condition of security holder. The Director of Investor Relations is in responsible for: (i) notifying CVM, BM&FBOVESPA and, if applicable, other stock exchanges and market entities in which our securities are or may be traded, whether in Brazil or abroad; and (ii) disclosing to the market any material facts related to us. Our controlling shareholders, members of management and the board of auditors, employees and executives with access to relevant information, as well as members of our technical or advisory bodies must promptly inform the Director of Investor Relations of any material facts that they become aware of. Any material facts must be disclosed, whenever possible, before the beginning or after the end of the trading session on BM&FBOVESPA or, as the case may be, on other stock exchanges and market entities in which our securities are or may be traded, whether in Brazil or abroad. In the case of time difference, the trading time of the Brazilian market shall prevail. The Director of Investor Relations must: (i) communicate and disclose the material facts inherent to our business immediately after its occurrence; (ii) concurrently disclose to the entire market the material facts to be disclosed by any communication vehicle, including the press, or at meetings of professional associations, investors, analysts, selected public, in Brazil or abroad;


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and (iii) analyze the need to request simultaneously to BM&FBOVESPA and, as the case may be, to the other stock exchanges and market entities in which our securities are or may be traded, in Brazil or abroad, for the time necessary to the appropriate dissemination of the relevant information, if it is imperative that the material facts be disclosed during the trading time. Our directors and officers, members of our board of auditors, and members of our other technical or advisory bodies must inform the holders of our securities, whether on their behalf or on behalf of persons related to them, of well as any changes in such positions. This communication must be made (i) immediately after their investiture, as the case may be; and (ii) within ten days after the end of the month in which the changes took place, disclose the balance of the position over such period. Direct or indirect controlling shareholders, shareholders who elected members of the board of directors and shareholders that elected members of the board of auditors must communicate as well as inform of the acquisition or disposal of any ownership interest, direct or indirect corresponding to 5% or more of any kind or class of shares issued by us, which includes any rights related to such shares. Our Director of Investor Relations shall have the power to determine the time periods during which the Company, its direct or indirect controlling shareholders, its directors and officers, the members of its board of auditors, the employees and executives with access to relevant information, and the members of the other technical and advisory bodies of the Company, are prohibited from trading in the Company's shares (blackout period). In addition, the Company, its directors and officers, our direct or indirect controlling shareholders, the members of the board of auditors, employees and executives with access to relevant information, and the members of the other technical or consultative bodies of the Company, as well, as those who, because of their position, title or job in the controlling shareholders, subsidiaries and affiliates, and who have signed the compliance statement, are aware of any material fact regarding the Company, are prohibited from trading in the Company’s shares:

(i) Whenever any material fact occurs in the Company’s business of which the above persons are aware;

(ii) Whenever there is the intention to promote consolidation, total or partial spin-off, merger, conversion or corporate restructuring; and

(iii) Only with respect to direct or indirect controlling shareholders and directors/officers, whenever any option or right is being granted or has been granted for the purpose of acquisition or sale of the Company’s shares by the Company, its subsidiaries, it affiliates or other jointly-owned entity.

Prohibitions set forth in sub items “i” and “ii” above will cease as soon as the Company discloses the material fact to the market, except if the trading of the Company's shares by the persons mentioned above, after the disclosure of such material fact, may interfere with the business conditions of the Company to the detriment of the Company or its shareholders.

21.3. Inform the managers that are responsible for implementation, maintenance, evaluation and

supervision of information disclosure policy

The Director of Investor Relations. 21.4. Other relevant information



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22. EXTRAORDINARY BUSINESS

22.1. Indicate the acquisition or the disposal of any relevant asset that does not fit as a normal operation in

the Company’s business There is not.

22.2. Indicate singnificant changes in the way of conducting the Company’s business 36

There is not.

22.3. Identify relevant contracts executed by the Company and its subsidiaries that are not directly

related to their operacional activities37

There is not.



diário oficial valor econômico · 2010-10-21 · reference form - pdg realty s.a. empreendimentos...

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