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the Registrant is also thereby furnishing the information to the Commission pursuant
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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 Board of Directors’ Meeting held on December 19, 2011

1.  Date, Time and Place: On December 19, 2011, at 2 p.m., by conference call, as expressly authorized by Article 21, §2, of the bylaws of the Company.

2.  Call Notice and Attendance: Present all members of the Company’s Board of Directors, instatement and approval quorum having been verified.

3.  Presiding Board: Chairman: Caio Racy Mattar. Secretary: Renata de Carvalho Fidale.

3.1.  Resolutions: The members of the Board of Directors attending the meeting unanimously and with no restrictions decided to recognize the Company’s capital increase, taking into consideration the limit of the authorized capital, in the amount of R$1,837.58, due to the exercise, in the past 30 days, of stock options, which resulted in the issuance of 183,758 common shares, in accordance with the Subscription Bulletin, kept at the Company’s headquarters. The abovementioned shares will take part in equal participating conditions, as the other existing shares, in all benefits, including in the possible distribution of dividends and in the payment of interest on net equity that may be declared by the Company as of the present date. As a result of the capital increase, the Company’s corporate capital shall be R$2,734,156,672.12, divided into 432,699,559 common shares, book-entry and without par value.

4.  CLOSING: With no further matters to be discussed, these minutes were prepared, approved and signed by all members of the Board of Directors.

Signatures: Presiding Board: Caio Racy Mattar (Chairman), Renata de Carvalho Fidale (Secretary); Board members: Caio Racy Mattar, Richard L. Huber, Gerald Dinu Reiss, José Écio Pereira da Costa Júnior, Wilson Amaral de Oliveira, Henri Philippe Reichstul, Guilherme Affonso Ferreira, Maria Letícia de Freitas Costa and Odair Garcia Senra.

I hereby certify that this is a true copy of the minutes drawn on the respective corporate book.

Renata de Carvalho Fidale

Secretary