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
March
4, 2008, prepared in summary form
1.
Date, Time and Venue: March
4,
2008, at 2:00 pm, in the City of São Paulo, State of São Paulo, at Avenida das
Nações Unidas, 8.501, 19° andar.
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 Pursuant
to Article 142, V, of Law 6,404/76 and Article 21 of the Company’s Bylaws, to
recommend the approval, by the Company’s shareholders gathered in the Annual
General Meeting, of (i) the documents related to the fiscal year ended
December
31, 2007, as follows: the Management Report and Company’s Financial Statements,
along with the Explanatory Notes and the Independent Auditor Report; (ii)
the
allocation of the entire amount of R$113,602,923.62
of the
2007 net profits, being (a) R$5,680,146.18 deducted for the legal reserve
account; (b)
R$26,980,694.36
for
the
payment of the minimum compulsory dividend; and (c) the balance, in the
amount
of R$80,942,083.08,
to
the
statutory reserve, pursuant to Article 36, § 2º, (c) of the Company’s
Bylaws.
4.2 Pursuant
to item 4.1(ii)(b) above, to propose as a deliberation on the next Annual
Meeting, the distribution of dividends, on the total amount of R$26,980,694.36,
as payment of the mandatory dividend related to the fiscal year ended December
31, 2007, corresponding to R$0.2084
per share, excluded treasury shares, and debt to the net profits’ account. The
members of the Board of Directors propose that such payments be made on
April
29,
2008,
based
on the shareholding position of April 4,
2008
for Bovespa
shareholders and April 9,
2008
for NYSE
shareholders, with no monetary adjustments. The shares and ADRs will be
negotiated ex-dividends
as of
April 7,
2008.
4.3 To
approve the call notice for the Company’s Annual and Extraordinary General
Meeting, to be held on April 4, 2007, at 9 a.m., to resolve on the matters
described in the draft of the Call Notice attached hereto as Exhibit I,
which is
now approved by the members of the Board of Directors.
4.4.
To
approve, pursuant to Article
21, (t), of the Company’s bylaws, the
opening of the following branches (i) located in the City of Porto
Velho,
State
of
Rondônia,
at
Av.
Guanabara, 1542, Bairro Nossa Sra. das Graças, CEP 78900-000; and (ii) located
in the City of Natal, State of Rio Grande do Norte, at Rua Coronel Luis
Julio,
386, Bairro Lagoa Nova, CEP 59056-240.
4.5. To
approve, taking into consideration the limit of the authorized capital
and due
to the exercise of the options attached to the Call Option Agreements executed
by the Company with certain participants between April 2000 and February
2006,
the issuance, for private subscription, of 10,800 common shares, at the
issue
price in total amount of R$
124,601.85. As a consequence of the subscription of all the issued shares,
the
capital stock of the Company shall be R$
1,221,971,027.16, divided into 132,587,893 common book-entry shares, with
no par
value.
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, March 4, 2008.
[Signatures]
EXHIBIT
I
GAFISA
S.A.
CNPJ/MF
No. 01,545,826/0001-07
NIRE
35,300,147,952
Publicly-Held
Company
ANNUAL
AND EXTRAORDINARY GENERAL MEETING
CALL
NOTICE
The
Shareholders of GAFISA S.A. (the “Company”)
are
hereby invited to gather, on April 4, 2008, at 9:00 a.m., at a first call,
at
the Company’s headquarters, in the city of São Paulo, State of São Paulo, at
Avenida das Nações Unidas, 8.501, 19° andar, at the Annual and Extraordinary
General Meeting, to be held jointly, to resolve on the following
AGENDA:
(a) |
At
ANNUAL GENERAL MEETING:
|
|
(i)
|
to
receive the management accounts, examine, discuss and vote the
financial
statements regarding the fiscal year ended December 31, 2007;
|
|
(ii)
|
to
resolve on the destination of the net profits of the fiscal year
of 2007;
|
|
(iii)
|
to
confirm the amounts paid as global compensation to the Company’s
management in fiscal year of 2007 and to fix the global monthly
compensation to be paid to the Company’s management in fiscal year of
2008; and
|
|
(iv)
|
to
elect the members of the Company’s Board of Directors, due to the
termination of the term of office of the current members of the
Board of
Directors.
|
(b) |
At
EXTRAORDINARY GENERAL MEETING:
|
|
(i)
|
to
amend Article 2 of the Company’s Bylaws, to include the possibility of
delegation, to the Chief Executive Officer, of the powers to
open,
transfer and close Company’s
branches;
|
|
(ii)
|
to
amend Article 5 of the Company’s Bylaws, to reflect the increase of
corporate capital pursuant to the issuance of new shares, approved
by the
Board of Directors within the limit of the authorized capital,
in the form
of Article 6 of the Company’s Bylaws;
|
|
(iii)
|
to
amend Article 21, (d), of the Company’s Bylaws, to exclude of the
attributions of the Board of Directors the election, dismissing
and
fixation of attributions of the managers (gerentes)
of
the Company;
|
|
(iv)
|
to
amend Article 21, (r), and to exclude Article 21, (s), of the
Company’s
Bylaws, to clarify the dispositions for the execution of agreements
and
rendering of guaranties by the Company;
and
|
|
(v)
|
pursuant
to the deliberations described in items (b)(i) to (iv) hereinabove,
to
approve the new wording of Articles 2, 5 and 21, (d) and (r)
(with the
amendment of the numeration of sub-items of Article 21) of the
Company’s
bylaws and approve its
consolidation.
|
General
Information:
-
|
The
Company informs its shareholders that the following documents
will be
published on March 5, 2008 at “Diário Oficial do Estado de São Paulo” and
“Valor Econômico”: (i) the Management Report related to the fiscal year
ended December 31, 2007; (ii) the Company’s Financial Statements related
to the fiscal year ended December 31, 2007; and (iii) the Independent
Auditor Report.
|
-
|
The
Company requests that the proxies for the representation of the
shareholders at the General Meetings referred to in this call
notice shall
be deposited, at the Company’s headquarters, Legal Department, up to three
(3) business days prior to the
meeting.
|
-
|
Shareholders
participating in the Registered Share Deposit with the São Paulo Stock
Exchange (“Custódia
Fungível de Ações Nominativas da Bolsa de Valores de São
Paulo -
BOVESPA”)
and willing to attend this meeting shall submit a statement of
their
respective equity holding, issued by the appropriate authority,
up to
forty-eight (48) hours prior to the
meeting.
|
-
|
Pursuant
to CVM Instruction No. 165/91, as amended by CVM Instruction
No. 282/98,
the Company informs that the minimum percentage of the voting
capital for
the request of multiple vote (voto
múltiplo)
is
5%.
|
São
Paulo, March 4, 2008.
Gary
Robert Garrabrant
Chairman
of the Board of Directors