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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 June 6, 2013

1. Date, Time and Place: Meeting held on June 6, 2013, at 4 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 present at the meeting have resolved, by majority of votes, to approve the execution, by the Company, of the Instrument of Settlement and other Covenants (“Instrument of Settlement”) in connection with the arbitration proceeding brought by EVP Participações S.A., new corporate name of Alphaville Participações S.A. (“EVP”), Renato de Albuquerque and Nuno Luís de Carvalho Lopes Alves, before the Centre for Arbitration and Mediation of the Chamber of Commerce Brazil-Canada, regarding the dispute arising in the scope of the Third Phase of the Investment Agreement and Other Covenants, executed on February 10, 2006, which aims at the purchase of the totality of the shares owned by EVP, representing 20% of Alphaville Urbanismo S.A.’s capital stock, for the corresponding amount of R$366,661,985.11, to be paid in Brazilian national currency pursuant to the provisions of the Instrument of Settlement.

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.