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Gafisa S.A.
Investors Relations

Sandro Gamba
CEO & IRO

Danilo Cabrera
Investor Relations Manager
dmcabrera@gafisa.com.br

Luiz Felipe Murat
Investor Relations Analyst
lmurat@gafisa.com.br

Av. Nações Unidas, 8501 – 19th floor
São Paulo – SP 05425-070
Tel: (55 11) 3025-9242
Fax: (55 11) 3025-9348
E-mail: ri@gafisa.com.br

Custodians:
Banco Itaú S.A.
Capital Markets Services
Av. Eng. Armando de Arruda Pereira, 707
Torre Eudoro Villela, 9º Andar
São Paulo - SP – CEP: 04344-902
Tel.: 3003-9285 (metropolitan region)
0800-720-9285 (other regions)

Citibank N.A.
Depositary Services
Teresa Loureiro Stein
388 Greenwich Ave.
New York – NY 10013
Tel. (1-877-248-4237)

Companhia Brasileira de Liquidação e
Custódia - CBLC
Rua XV de novembro, 275 - 6º Andar
São Paulo - SP 01013-001
Tel.: (55 11) 3233-2178
Fax: (55 11) 3233-2053
E-mail: cblc@cblc.com.br

Customer Relations:
Tel: (55 11) 4002-1001 (SP and RJ) / 0800-77-42347 Other Locations
Business hours: from Monday to Friday, from 8:00 am to 10:00 pm and Saturdays from 09:00 am to 19:00 pm
Email: relacionamento@gafisa.com.br

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corporate-governance

Gafisa has six committees that support the management and the administration in specific issues that are strategic to the business, ensuring processes and practices with increased value generation for the business and its shareholders.

To learn about each committee duties, composition and profile, access the Company’s Reference Form

Audit Committee

The Audit Committee oversees the accounting and financial reporting processes, planning and review of the Company, including the quarterly and financial reports. It directs the involvement and disclosure of auditors throughout the auditing process, assuring full compliance with legal requirements and accounting standards. Additionally, it is responsible for monitoring the internal control process, internal auditing proceedings and choice of accounting policies. Finally, it is also responsible for the monitoring of the Ethics and Conduct principles of the Company, overseeing the activities of the Ethics Executive Committee. Gafisa’s Audit Committee is dedicated to ensuring the maintenance of an effective system of internal financial controls. It reviews and assesses the qualitative aspects of the Company’s financial reporting to shareholders, together with the Company’s financial risk assessment. The Audit Committee must be comprised of three independent members and the rules for its composition, functioning and competencies are defined in the Company’s Bylaws, and thus changes amendments can only be made by means of a Shareholders’ Meeting. The Independent Committee members include Francisco Vidal Luna, José Écio Pereira da Costa Junior, and Odair Garcia Senra. Mr. Vidal Luna is the Committee Chairman and an audit committee financial expert within the meaning of the regulations promulgated by the United States Securities and Exchange Commission.

  Audit Committee

Compensation Committee

The Compensation Committee is responsible for making informed recommendations to the members of the Board of Directors on the Company’s compensation of executive officers, senior staff, Board of Directors and of the Fiscal Council. It is in charge of recommending the most effective compensation and benefit programs that will facilitate the development, training and retention of the Company’s employees and for the directors responsible for its stewardship. The committee will advise on all matters of remuneration (fixed and variable), negotiation, and wages offered to the Company’s executive directors and other employees. The Compensation Committee must be comprised of three independent members and the rules for its composition, functioning and competencies are defined in the Company’s Bylaws, and thus can only be amended by means of a Shareholders’ Meeting. Independent committee members include Cláudio José Carvalho de Andrade, as the Committee Chairman, Guilherme Affonso Ferreira and Rodolpho Amboss.

Compensation Committee

Nominating and Corp Governance

The Nomination and Corporate Governance Committee periodically analyzes and reports on issues regarding the size, identification, selection, qualifications and continuing education of the Board of Directors. It identifies individuals qualified to become Board members, recommends to the Board director nominees to be proposed for election at the annual shareholder meeting and to serve in Board and committee leadership positions. This committee also oversees and evaluates the candidacy of executive officers and the senior management team. The committee develops and recommends to the Board a set of corporate governance guidelines as well as policies for sustainability and corporate social responsibility. This Committee is also responsible for the development, review and oversight of the Manual for Disclosure and Use of Information and of the Policy on Trading of Securities Issued by the Company, to enhance the integrity of Gafisa’s corporate governance. The Nominating and Corporate Governance Committee must be comprised of three independent members and the rules for its composition, functioning and competencies are defined in the Company’s Bylaws, and thus can only be amended by means of a Shareholders’ Meeting. Committee members include independent Board members Cláudio José Carvalho de Andrade, acting as Chairman, Guilherme Affonso Ferreira and Rodolpho Amboss.

Nominating and Corporate Governance Committee

Finance Executive Committee

The Finance Executive Committee assists the Board in its oversight of the Company’s finances. It is responsible for evaluating and making recommendations to the members of the Board on risk policies, the payment of dividends, capital investment policies and strategic planning, including key investment decisions. Committee members include André Bergstein, acting as Chairman, Sandro Rogério da Silva Gamba, and Gustavo Moscatelli.

Investment Executive Committee

The Investment Executive Committee, which is a non-permanent body established by the Board to provide advice and guidance, has responsibility for analyzing new land acquisition prospects and real estate launches, as well as coordinating, discussing and making recommendations for all additions to the Company’s investment portfolio. The Investment Committee also advises the Company’s executive directors on the negotiation of land acquisitions and in the structuring of all new projects. It oversees and monitors the release of respective cash flows, and, in special cases, participates in the negotiation and structuring of new types of transactions. Committee members include: Sandro Rogério da Silva Gamba, acting as Chairman, André Bergstein and Katia Varalla Levy.

Ethics Executive Committee

The Ethics Executive Committee is responsible for ensuring that the practices adopted throughout the organization are compatible with Gafisa’s vision and values, as well as the conduct prescribed in the Code of Ethics. It is committed to enforcing the Company’s rules and policies to encourage honest and ethical conduct, ensure full, fair, accurate and timely disclosure, compliance with applicable laws and regulations and the protection of the Company’s legitimate business interests. Committee members include: Sandro Rogério da Silva Gamba, acting as Chairman, André Bergstein, Emmanoel Soares and Adriana Farhat.

Ethics Executive Committee

Independent Auditors

Independent Auditors are hired to assess Gafisa’s final balance sheets and report directly to its committees. These accountants thoroughly examine Gafisa’s financial records and business transactions to ensure they are in compliance with specific laws or rules. During the 2013 fiscal year, Gafisa contracted KPMG as independent auditors and has not contracted any other services from this firm that exceeds 5% of the amount of the contract for Independent Auditing of the Financial Statements.

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