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GAFISA S.A.
CNPJ/MF n. 01.545.826/0001-07
NIRE 35.300.147.952
Publicly-Held Company
1. Date, Time and Place: Meeting held on June 6, 2013, at 8 p.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, by a majority of votes, to approve the sale by the Company of shares of Alphaville Urbanismo S.A. (“AUSA”) owned by it, which represent an equity interest of 70% of AUSA’s total voting capital stock, to Private Equity AE Investimentos e Participações S.A. (“Transaction”), provided that the Management is hereby authorized to execute the corresponding Share Purchase and Sale Agreement (“Share Purchase and Sale Agreement”) which includes representations, warranties, indemnifications, fines and any other obligations related to the transaction, and, further, to take any and all action and to execute all of the other instruments necessary in order to consummate the Transaction, according to the terms and conditions set forth in the Share Purchase and Sale Agreement, including, but not limited to, the execution, on the closing date, of AUSA’s Shareholders’ Agreement and the Services 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.
Odair Garcia Senra |
|
Renata de Carvalho Fidale |
SIGNATURE
Gafisa S.A. | |
By: |
/s/ Alceu Duílio Calciolari |
Name: Alceu Duílio Calciolari
Title: Chief Executive Officer |