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GAFISA S.A.

Corporate Taxpayers’ ID (CNPJ) 01.545.826/0001-07

Corporate Registry ID (NIRE) 35.300.147.952

Publicly-Held Company

Minutes of the Meeting of the Board of Directors held on April 12, 2013

1. Date, Time and Location: On April 12, 2013, at 11 a.m., by conference call, as expressly authorized by Article 21, 2^nd Paragraph of the bylaws of the Company.

2. Call Notice and Attendance: As all members of the Company’s Board of Directors attended the meeting, the summoning was dismissed and the instatement and approval quorum were verified.

3. Composition of the Board: Chairman: Odair Garcia Senra. Secretary: Renata de Carvalho Fidale.

4. Resolutions: It was resolved, unanimously, by all present members of the Board of Directors and without any restrictions, to propose the following conditions for the programed renegotiation of debentures of 2^nd series of 5^th issuance, as set forth in Article 4.10 of Private Instrument of the 5^th Deed of Issue of Simple Debentures of Gafisa S.A., as amended (“Deed of Issue”), scheduled for May 6, 2013:

(i)                 In the Second Period of Remuneration Incidence of 2^nd series debentures, said period initiating on May 6, 2013, the applicable remuneration conditions, maturity and hypothesis of acceleration, as well as other provisions described in the Deed of Issue shall remain unaltered until the data of final due date of 2^nd series debentures, on May 5, 2019; and

(ii)               The Fiduciary Agent of debenture holders for the period shall be Oliveira Trust Distribuidora de Títulos e Valores Mobiliários S.A.

5. Closing: With no further matters to be discussed, these minutes were prepared and, after revised and unanimously approved by the Directors, duly executed. Signatures: Presiding Board: Odair Garcia Senra (Chairman), Renata de Carvalho Fidale (Secretary); Board members: Odair Garcia Senra, Nelson Machado, Guilherme Affonso Ferreira, Maurício Marcellini Pereira, Cláudio José Carvalho de Andrade, José Écio Pereira da Costa Júnior, Gerald Dinu Reiss, Rodolpho Amboss and Henri Philippe Reichstul.

I certify that this is a true copy of the minutes drawn up in the appropriate book.

Renata de Carvalho Fidale

Secretary