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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 June 21, 2013

1. Date, Time and Location: On June 21, 2013, at 3 p.m., at Company’s headquarter, located at Avenida das Nações Unidas 8,501, 19^th floor, City of São Paulo, State of São Paulo.

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: Odair Garcia Senra. Secretary: Renata de Carvalho Fidale.

4. Resolutions: It was resolved, unanimously, by all present members of the Board of Directors and without any restrictions, as recommendation by the Audit Committee and as set forth in Article 22 "p" of the Company's Bylaws and Article 142, section IX of Law No. 6.404/76, to approve the appointment of KPMG Auditores Independentes S/S (CVM Code No. 4189) as external independent auditors of the Company, approving also the removal of the current independent auditors, Ernst & Young Terco Auditores Independentes S/S, for reasons of commercial circumstances and in order to anticipate the replacement required as a result of mandatory rotation. KPMG will be responsible for auditing the Company's financial statements for the fiscal year to be ended on December 31, 2013, starting on the second quarter of 2013, with contracting conditions hereby approved by the Board, pursuant to Annex I hereto.

5. Closing: With no further matters to be discussed, these minutes were read, approved and executed by the Directors. 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.

I certify that this is a true copy of the minutes drawn up in the appropriate book.

Renata de Carvalho Fidale

Secretary