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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 of Gafisa S.A. (“Company”)
held on July 4, 2011
1. Date, Time and Location: On July 4, 2011, at 5 p.m., by conference call, as expressly authorized by Article 21, 2nd 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:
4.1. Nominate, as set forth in Article 26 of Company’s By-laws, as Chief Financial Officer, for the term of office until December 31, 2011, Mr. Rodrigo Osmo, Brazilian, married, chemical engineer, bearer of the Identity Card (RG) No. 25.254.176-5, SSP/SP, and enrolled with the CPF/MF under No. 268.909.818-04. Mr. Alceu Duilio Calciolari, previously in the position of Chief Financial Officer, will remain, cumulatively, in the positions of Chief Executive and Investor Relations Officer.
4.3. The Officer elected, having filled the Term of Agreement of Officer (Termo de Anuência dos Administradores) as defined in the Listing Regulation of Novo Mercado (Regulamento de Listagem do Novo Mercado) of BM&FBovespa S.A. – Bolsa de Valores, Mercadorias e Futuros, will be invested in the position upon signature of the term of office in the appropriate registry, in which moment he will sign the clearance certificate as set forth in the law.
4.4. Therefore, due to the deliberation above and pursuant to the meetings of the Board of Directors held on December 14, 2009, February 7, 2011 and May 9, 2011, the Executive Board will have the following members, for a term of office ending on December 31, 2011: (i) as Chief Executive Officer and Investor Relations Officer –Alceu Duilio Calciolari, Brazilian, married, Business administrator, bearer of the Identity Card (RG) No. 12.207.071, SSP/SP, and enrolled with the CPF/MF under No. 031.716.238-11; (ii) as Chief Financial Officer – Rodrigo Osmo, qualified above; (iii) as Institutional Relations Officer – Odair Garcia Senra, Brazilian, widower, Civil Engineer, bearer of the Identity Card (RG) No. 3.259.126, and enrolled with the CPF/MF under No. 380.915.938-72; (iv) as Superintendent Officer of Construction –Mário Rocha Neto, Brazilian, married, Civil Engineer, bearer of the Identity Card (RG) No. 5.637.585, SPP/SP, and enrolled with the CPF/MF under No. 030.073.278-30; (v) as Real Estate Development Superintendent Officer – Sandro Rogério da Silva Gamba, Brazilian, married, civil engineer, bearer of the Identity Card (RG) No. 24.885.811-7, and enrolled with CPF/MF under No. 153.803.238-47; and (vi) as
Officer of Sales and Marketing, Luiz Carlos Siciliano, Brazilian, married, Business administrator, bearer of the Identity Card (RG) No. 05.688.896-9, and enrolled with CPF/MF under No. 789.622.427-53; all of them with offices located at the City of São Paulo, State of São Paulo, Avenida das Nações Unidas 8.501, 19th floor. The remaining positions as officers of the Company shall remain unattended, to be determined in the future.
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, Renato de Albuquerque, Wilson Amaral de Oliveira, Henri Philippe Reichstul, Guilherme Affonso Ferreira and Maria Letícia de Freitas Costa.
I certify that this is a true copy of the minutes drawn up in the appropriate book.
Renata de Carvalho Fidale
Secretary
SIGNATURE
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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 | |