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GAFISA S.A.

CNPJ/MF n. 01.545.826/0001-07

NIRE 35.300.147.952

Publicly-Held Company

Minutes of the Board of Directors’ Meeting held on December 9, 2013  

1. Date, Time and Place: Meeting held on December 9, 2013, at 10 a.m., by means of conference call, as specifically allowed by Article 21, paragraph 2 of the Company’s Bylaws.

2. Call Notice and Attendance: Call notice dismissed due to the attendance of all of the members of the Board of Directors of the Company and corresponding verification of the quorum for installation and adoption of resolutions. 

3. Presiding Board: Chairman: Odair Garcia Senra. Secretary: Renata de Carvalho Fidale.

4. Resolutions: The members of the Board of Directors have resolved, unanimously, to ratify (i) the execution, by the Management, of the first amendment of the Share Purchase and Sale Agreement (“First Amendment to the Share Purchase and Sale Agreement”) regarding the sale to Private Equity AE Investimentos e Participações S.A. the shares of Alphaville Urbanismo S.A. (“AUSA”) owned by the Company and Construtora Tenda S.A., which represent an equity interest of 70% of AUSA’s total voting capital stock (“Transaction”); and (ii) all the other action taken and documents executed by the Company and/or its subsidiaries regarding the consummation of the Transaction, according to the terms and conditions set forth in the Share Purchase and Sale Agreement, as amended by the First Amendment to the Share Purchase and Sale Agreement.

5. Closing: Having no further matters to be discussed, these minutes were drawn-up and then read, approved and signed by all present. Signatures: Odair Garcia Senra (Chairman), Renata de Carvalho Fidale (Secretary). Directors:  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.

We certify that this is a true copy of the minutes drawn on the appropriate book.