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GAFISA S.A.

CNPJ/MF n° 01.545.826/0001-07
NIRE 35.300.147.952

Publicly-held Company

MINUTES OF THE BOARD OF DIRECTORS’ MEETING
HELD ON OCTOBER 29, 2018

 

1. Date, Time and Place. On October 29, 2018, at 8:00 a.m., in-person, at the headquarters of Gafisa S.A. (“Company”), in the City and State of São Paulo, at Avenida das Nações Unidas, 8.501, 19º andar.

2. Call Notice and Attendance. Call notice was sent by Chairman of the Board of Directors to the electronic address of other Board members. Attendance: all members of the Board of Directors attended the meeting.

3. Composition of the Board. Chairman: Mu Hak You. Secretary: Karen Sanchez Guimarães.

4. Resolutions. Members of the Company’s Board of Directors resolved,

(i) To determine, by unanimous vote, the call for the General Meeting to deliberate on the election of Fiscal Council’s members  with term of office for the remaining term of the fiscal council elected at the Annual Shareholders’ Meeting of 2018, i.e., with term of office until the Annual Shareholders’ Meeting of 2019;

(ii) To declare that, in view of resignations tendered by the Board members, Messrs. Eric Alexandre Alencar and Tomás Rocha Awad, on October 17 and 22, 2018, respectively, the Board of Directors shall now be composed of five (5) remaining members, namely, Mr. Mu Hak You, Mr. Thiago Hi Joon You, Mrs. Ana Maria Loureiro Recart, Mrs. Karen Sanchez Guimarães and Mr. Pedro Carvalho de Mello, pursuant to Articles 15, 17 caput and 17, §1º of the Company’s Bylaws.

(iii) To elect, in view of new election of members of the Company’s Board of Directors, in accordance with the Extraordinary Shareholders’ Meeting held on September 25, 2018, elect to compose the Audit Committee, with term of office to expire on May 11, 2020, Messrs. (i) Pedro Carvalho de Mello, Brazilian citizen, married, economist, bearer of the identity card (RG) No. 01656738-0 issued by DGCP/DPT/Institute of Identification Felix Pacheco/RJ, enrolled with the individual taxpayer’s register (CPF/MF) No. 025.056.817-91, (ii) Mu Hak You, Korean citizen, married, businessman, bearer of the Foreigner Identity Card (RNE) No. W476.695-R issued by SPMAF/SP, enrolled with the individual taxpayer’s register (CPF/MF) No. 538.055.348-68, and (iii) Thiago Hi Joon You, Brazilian citizen, single, administrator, bearer of the identity card (RG) No. 32.228.995-6 issued by SSP/SP, enrolled with the individual taxpayer’s register (CPF/MF) No. 324.797.208-02.

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(iii.1) Pursuant to Article 32, Paragraph 2 of the Company’s Bylaws, to elect Mr. Pedro Carvalho de Mello as chairman of the Audit Committee.

(iii.1.1.) As required by the US legislation, the Sarbanes-Oxley Act, we hereby inform that (i) all members of the Audit Committee are independent members; and (ii) Mr. Pedro Carvalho de Mello meets the financial expert requirements.

(iv) To elect, in view of new election of members of the Company’s Board of Directors, in accordance with Extraordinary Shareholders’ Meeting held on September 25, 2018, to compose the Corporate Governance and Compensation Committee, with term of office to expire on May 11, 2020, Messrs. (i) Mu Hak You; (ii) Pedro Carvalho de Mello; and (iii) Thiago Hi Joon You, all of them identified above.

(iv.1) Pursuant to Article 32, Paragraph 2 of the Company’s Bylaws, to elect Mr. Mu Hak You as chairman of the Corporate Governance and Compensation Committee.

 

CLOSING: With no further matters to be discussed, these minutes were read, approved and signed by the Board members. São Paulo, October 29, 2018. Signatures: Mu Hak You – Chairman. Karen Sanchez Guimarães – Secretary. Board Members: Mu Hak You, Karen Sanchez Guimarães, Ana Maria Loureiro Recart, Thiago Hi Joon You and Pedro Carvalho de Mello.

 

This is a faithful copy of the original Minutes drawn up in the Company’s records.