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GAFISA S.A.

Corporate Taxpayers’ ID (CNPJ) 01.545.826/0001-07

Corporate Registry ID (NIRE) 35.300.147.952

Publicly-Held Company

Minutes of the Meeting of the Board of Directors held on April 25, 2012

1. Date, Time and Location: On April 25, 2012, at 3 p.m., by conference call, as expressly authorized by Article 21, 2^nd Paragraph of the bylaws of the Company.

2. Call Notice and Attendance: As all members of the Company’s Board of Directors attended the meeting, the summoning was dismissed and the instatement and approval quorum were verified.

3. Composition of the Board: Chairman: Caio Racy Mattar. Secretary: Renata de Carvalho Fidale.

4. Resolutions: It was resolved, unanimously, by all present members of the Board of Directors and without any restrictions, to propose the following conditions for the programed renegotiation of debentures of 1^st series of 5^th issuance, as set forth in Article 4.10 of Private Instrument of the 5^th Deed of Issue of Simple Debentures of Gafisa S.A., as amended (“Deed of Issue”), scheduled for May 5, 2012:

(i)                 In the Second Period of Remuneration Incidence of 1^st series debentures, said period initiating on May 6, 2012, the applicable remuneration conditions, maturity and hypothesis of acceleration, as well as other provisions described in the Deed of Issue shall remain unaltered until the data of final due date of 1^st series debentures, on May 5, 2018; and

(ii)               The Fiduciary Agent of debenture holders for the period shall be Oliveira Trust Distribuidora de Títulos e Valores Mobiliários S.A.

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: Caio Racy Mattar (Chairman), Renata de Carvalho Fidale (Secretary). Directors:  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 certify that this is a true copy of the minutes drawn up in the appropriate book.

Renata de Carvalho Fidale

Secretary