1. Proposal of Portfolios Merger

2. Transaction
2
Merger
Management and Capital
Markets
Ownership
Board of Directors
 100% BTG-WT Properties merger through the issuance of new shares (BRPR3);
 Maintenance of BR Properties´ Management;
 Ticker will be maintained under BRPR3 in the Bovespa Novo Mercado;
 ~58.1% current BR Properties shareholders;
 ~41.9% current BTG-WT shareholders + New Investors;
 7 Directors, of which:
 3 chosen by BRPR shareholders; 3 chosen by BTG-WT shareholders; 1 independent.
Main Financial Indicators
Closing of the
Transaction
 2013 Revenues over R$ 1.0 Bi
 2013 EBITDA: R$ 900 mm
 Initial Cash Balance: R$ 1.5 Bi
Net Debt: R$ 2.9 Bi
 Until December 2011.

3. Rationale: Summary
3
Consolidation as the largest commercial properties company of the country
with a portfolio of R$ 10 billion of market value and approximately 2 million
m² of GLA
Better Portfolio
Positioning
Tenants Diversification
Better Market
Positioning
 Irreplicable portfolio, present in 14 states, and mainly concentrated in the best and most
liquid regions of the country;
Synergies of the Merger
Solid Cash Balance
 Higher diversification on the tenants base;
 Partner of choice of leading companies, for co-development and build-to-suit operations;
 Higher bargain power towards the tenants and to the debt markets;
 The new company will be substantially larger than all market competitors;
 Scale Gains → SG&A dilution and more efficiency in the management of the portfolio´s
properties, resulting in higher operational margins;
 100% of the transaction through exchange of shares, preserving an initial cash balance
of approximately R$ 1.5 billion, and maintaining a strong investment capacity.

4. Rationale: Portfolio Positioning
4
Irreplicable portfolio, present in 14 states, and mainly concentrated in the
best and most liquid regions of the country
— Office: 44
— Warehouse: 38
— Developments: 12
— Retail: 30
— Landbank: 2
 Number of Properties : 126
 Total Properties GLA: 2,099,906 m2
— Office: 397,055 m²
— Warehouse: 1,150,385 m²
— Developments: 393,664 m²
— Retail: 123,410 m²
— Landbank: 35,392 m²
Portfolio Breakdown – Market Value Portfolio Breakdown – Existing Properties/Development (%GLA)
Office
Warehouse
BRPR
Retail
Portfolio Breakdown – Footprint
80%
20%
Developments
87%
13%
Existing Properties
67,2%
20,6%
12,2%
São Paulo Rio de Janeiro Others
38,9%
25,3%
5,4%
29,0%
1,5%
Office
Warehouse
Retail
Developments
Land
Pre-Merger Post-Merger
% GLA

5. Rationale: Tenants Diversification
5
Tenant base includes some of the best known Companies in the country,
spanning wide industry diversification
Among other
high quality
tenants
Main Tenants ( % Total Revenues )
11,0%
5,9%
4,0% 4,0% 3,3%
Petrobrás Vivo C&A Unilever BTG

6. 10.117
2.515 2.244
BR Properties CCP São Carlos
Rationale: Market Positioning
6
The Company has a proven track record as the consolidator of a highly
fragmented market
Addressable Market1: 36.3 mm m2
BRProperties
10 Organized
Companies
58%
Organized
Companies
11%
Non-Organized
Market
89%
After Merger
42%
Fragmented Industry (in terms of GLA - m2)
1 Including existing properties only
1 Not including retail properties
BRPR vs Competitors (in terms of Portfolio
Market Value – R$ Bi)
4,0x 4,5x

7. Rationale: Synergies of the Merger
7
Significant synergy gains both on the revenues side and operational
expenses dilution
 Scale Gains → SG&A dilution
Main Financial Indicators
2013 Revenue
Approximately
R$ 1 billion
2013 EBITDA
Approximately
R$ 900 million
Initial Cash Balance
Approximately
R$ 1.5 billion
 More efficiency in the management of the portfolio´s properties, resulting in higher
financial and operational margins;
EBITDA Margin
90,2%
91,7%
93,6%
2011 2012 2013

8. Rationale: Solid Cash Balance
8
Transaction 100% through shares exchange, preserving an initial cash
balance of R$ 1.5 billion
Pipeline (R$ mm)Loan to Value (Net Debt)
Transaction with no cash deployment;
Strong buying power to take advantage of current
opportunities in the market;
Initial Cash Balance of R$ 1.5 Bi.
10.117
14.729
3.220
762
450 180
Current
Portfolio
Office Build-to-Suit Retail Industrial Total
32%
35%
34%
31%
27%
22%
16%
0%
10%
20%
30%
40%
50%
2011 2012 2013 2014 2015 2016 2017

9. Portfolio´s Pricing at NAV
 Valuation by type and quality of the properties based on potential revenues:
 Properties under development to be delivered within 24 months:
 Priced as existing properties, discounted by the reminiscent value of CAPEX;
 Future value discounted at 6.9% p.y. (real capital cost);
 3 months of vacancy after delivery;
 Properties under development to be delivered after 24 months, appraised at land cost;
 Average Cap on Cost 16.13%
 Liquidity discount on the NAV of BTG-WT´s portfolio;
 Tax losses carried forward;
 Adjustments to the cost of debt in order to equalize the differences of the cost of capital.
Valuation
9
Considered Assumptions for the Valuation
 Triple A Office Buildings: 9.0%;
 Class A Warehouses: 9.5%;
 Retail: 9.5%;
 Class A Office Buildings: 10.0%
 Other Warehouses: 10.0%

10. Combined Portfolio
Gross Leasable Area (m²) Market Value (R$ mm)
BRPR BTG Combined
297.959
397.055
773.027
1.150.385
108.070
123.410
179.186
393.664
35.392
99.096
377.358
15.340
214.478
35.392
Office Warehouse Retail Developments Land
1,358,242 m²
741,665 m² 2,099,906 m²
BRPR BTG Combined
R$2.726
R$3.937
R$1.676
R$2.555
R$445
R$544
R$319
R$2.931
R$150
R$1.210
R$879
R$99
R$2.611
R$150
Office Warehouse Retail Developments Land
R$ 5,167
R$ 4,949 R$ 10,117

11. Merger / Corporate Governance
Main Points For Approval:
 Transaction is subject to satisfactory due diligence for BR Properties and the exercise of the right of
withdrawal by up to 10% of BRPR´s shareholders;
 Financial Institution’s fairness opinion to the Board;
 BRPR´s shareholders’ approval;
 Board of Directors comprised of 7 members, of which one is independent;
 Introduction of the following changes to the Company´s Bylaws:
1. The company will be ruled, for at least 30 months, according to a Business Plan which will describe the current
management structure, the portfolio´s composition, investment policy, indebtedness limits, acquisition and sale
of assets. The Plan can only be modified prior to 30 months if approved by at least 6 out of the 7 members of
the Board of Directors;
2. The current management’s term of office will be renewed for additional 3 years;
3. The management can only be modified if approved by at least 6 out of the 7 Directors;
4. Acquisition, indebtedness and sale of properties matters can only be submitted to the Board of Directors if
unanimously approved by the management;
5. Maintenance of the remaining bylaws dispositions;
6. In case of conflict of interest between shareholders, conflicted parties cannot vote.