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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: On November 23, 2016, at 4 p.m. by conference call, as expressly authorized by Article 21, Paragraph 2 of the Company’s Bylaws.
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 of the quorum were verified.
3. Composition of the Board: Chairman: Odair Garcia Senra. Secretary: Renata de Carvalho Fidale.
4. Agenda: (1) approve the sale of up to 40,000,000 registered, book-entry and non-par common shares issued by Construtora Tenda S.A. (“Tenda” and “Shares”, respectively), owned by the Company by means of a secondary offering (“Offering”), as approved at the Board of Directors Meeting held on October 19, 2016 (“Offering RCA” and “Offering”, respectively) and (2) ratify all the acts practiced by the Company’s board of executive officers, pursuant to previous resolution.
5. Resolutions: After analysis and discussion, the attending Board members unanimously resolved to approve the sale of up to 40,000,000 Shares (excluding the Additional Shares and the Overallotment Shares) owned by the Company in the Offering, under the terms and conditions approved at the Offering RCA and ratify all the acts already practiced by the Company’s board of executive officers aiming at conducting the Offering.
6. Closing: With no further matters to be discussed, these minutes were prepared and, after revised and unanimously approved by the Board members, duly executed. Signatures: Odair Garcia Senra (Chairman), Renata de Carvalho Fidale (Secretary). Board members: Odair Garcia Senra, Cláudio José Carvalho de Andrade, Francisco Vidal Luna, Guilherme Affonso Ferreira, José Écio Pereira da Costa Júnior, Maurício Marcellini Pereira and Rodolpho Amboss.
I certify that this is a true copy of the minutes drawn up in the appropriate book.
Renata de Carvalho Fidale
Secretary
SIGNATURE
Gafisa S.A. | |
By: |
/s/ Sandro Gamba |
Name: Sandro Gamba
Title: Chief Executive Officer |