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GAFISA S.A.
CNPJ/MF No. 01.545.826/0001 -07
NIRE 35.300.147.952
Publicly-Held Company
Minutes of the Meeting of the Board of Directors of Gafisa S.A. (“Company”)
held on December 23, 2009, prepared in summary form
1. Date, Time and Venue: December 23, 2009, at 17:00 pm, by conference call, as expressly authorized by Article 20, §2º, of the Company bylaws.
2. Call Notice and Attendance: The members of the Board of Directors were regularly summoned. As all members of the Company’s Board of Directors attended the meeting, the instatement and approval quorum were verified.
3. Presiding Board: Chairman: Gary Robert Garrabrant. Secretary: Fabiana Utrabo Rodrigues.
4. Resolutions: It was resolved, unanimously, by the present Board Members and without any restrictions:
4.1. To recognize the Company’s capital increase, taking into consideration the limit of the authorized capital, in the amount of R$ 5,355,648.22, due to the exercise, in the past 30 days, of stock options, which resulted in the issuance of 554,256 common shares, in accordance with the Subscription Bulletins kept at the Company’s headquarters. As a consequence of the capital increase, the Company’s corporate capital shall be of R$ 1,239,252,340.72, divided into 134,187,574 common shares, with no par value.
4.2. To register that such shares shall participate, in the same conditions as the existent shares, in all benefits, including an eventual distribution of dividends and/or interest on own capital that are declared by the Company as of the present date.
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: Chairman of the Meeting: Gary Robert Garrabrant. Members: Gary Robert Garrabrant, Thomas Joseph McDonald, Caio Racy Mattar, Richard L. Huber, Gerald Dinu Reiss and José Écio Pereira da Costa Júnior. Secretary: Fabiana Utrabo Rodrigues.
São Paulo, December 23, 2009.
Fabiana Utrabo Rodrigues
Secretary
Gafisa S.A. |
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By: |
/s/
Alceu Duílio Calciolari |
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Name: Alceu Duílio Calciolari
Title: Chief Financial Officer and Investor Relations Officer |
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This press release may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management's current view and estimates offuture economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will actually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.