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GAFISA S.A.
CNPJ/MF No. 01.545.826/0001-07
NIRE 35.300.147.952
Publicly-Held Company
Meeting of the Board of Directors of Gafisa S.A. (“Company”) held on
September 1, 2008, prepared in summary form
1. Date, Time and Venue: September 1, 2008, at 8:00 am, by conference call, as expressly authorized by Article 20, §2º, of the Company bylaws.
2. Call Notice and Attendance: The members of the Board of Directors were regularly summoned. As all members of the Company’s Board of Directors attended the meeting, the instatement and approval quorum were verified.
3. Presiding Board: Chairman: Gary Robert Garrabrant. Secretary: Fabiana Utrabo Rodrigues.
4. Resolutions: It was resolved, unanimously, by the present Board Members and without any restrictions:
4.1. To approve the merger of its subsidiary FIT RESIDENCIAL EMPREENDIMENTOS IMOBILIÁRIOS LTDA., a company with headquarters in the city of São Paulo, State of São Paulo, at Rua Dr. Eduardo de Souza Aranha, 153, 1º andar, Itaim Bibi, enrolled with the CNPJ/MF under No. 07,016,741/0001-00 (“Fit”) by CONSTRUTORA TENDA S.A., a company with headquarters in the city of São Paulo, State of São Paulo, at Rua Gomes de Carvalho, 1.507, Bloco B, 5º andar (parte), Vila Olímpia, enrolled with the CNPJ/MF under No. 71,476,527/0001-35 (“Tenda”), pursuant to the Protocol and Justification of Merger executed by the management and quotaholders of Fit and the management of Tenda, pursuant to Articles 224 and 225 of Law No. 6,404/76, which terms shall be subject to the approval of the shareholdes and quotaholders of both companies, pursuant to the Law.
4.2 To authorize the management of the Company to carry out all necessary actions for the implementation and formalization of the deliberations approved herein, including the amendment to the bylaws of Fit.
5. Closing: With no further matters to be discussed, these minutes were prepared and, after revised and unanimously approved by the Directors, duly executed.
São Paulo, September 1, 2008.
[Signatures]
Gafisa S.A. |
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By: |
/s/
Alceu Duílio Calciolari |
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Name: Alceu Duílio Calciolari
Title: Chief Financial Officer |
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This press release may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management's current view and estimates offuture economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will a ctually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.