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GAFISA S.A.

CNPJ/MF No. 01.545.826/0001-07

NIRE 35.300.147.952

Publicly-Held Company

Minutes of the Meeting of the Board of Directors held on December16, 2016

1. Date, Time and Venue : On December 16, 2016, at 11 a.m., at the Company’s headquarter, located at Avenida das Nações Unidas 8,501, 19 ^th floor, Pinheiros, in the City of São Paulo, State of São Paulo.

2. Call Notice and Attendance : Call notice waived, due to the attendance of the totality of the members of the Company’s Board of Director, therefore, the instatement and approval quora were verified.

3. Presiding Board : Chairman : Odair Garcia Senra. Secretary : Renata de Carvalho Fidale.

4. Resolutions: The following resolutions were unanimously approved, without reservations, by all the directors in attendance:

4.1. To determine, pursuant to the approval of the Annual General Meeting of Shareholders of the Company held on April 25, 2016 (“AGM”), the payment, on December 22 ^th , 2016 , of the mandatory dividend declared on the AGM related to the fiscal year ended December 31 ^st , 2015, on the total amount of R$17,681,776.72, corresponding to R$0,048116112760 per share, excluded the treasury shares, based on the shareholding position of (i) April 25, 2016, for shareholders holding shares traded on BM&F Bovespa S.A. (after floor is closed); and (ii) April 28, 2016 for shareholders holding ADRs traded on the NYSE.

4.2. Shareholders on the dates mentioned above, entitled to receive dividends and having a credit option registered with Itaú Unibanco S.A., Financial Institution Depositary of the Company’s shares, will have their dividends automatically credited on December 22 ^th , 2016. Shareholders having no credit option registered with Itaú Unibanco S.A. shall, as of the date hereof, look for a branch of Itaú Unibanco S.A. to update their data (referred update being a requirement for the receipt of dividends), and the payment shall occur, on or after December 22 ^th , 2016, within at least three business days from the date the record was updated. Dividends owed to the participant shareholders of the fiduciary custody services of BM&F Bovespa S.A. - Bolsa de Valores, Mercadorias e Futuros shall be credited on December 22 ^th , 2016, pursuant to the data records kept by such institution.

5. Closing : With no further matters to be discussed, these minutes were read, approved and signed by those attending the meeting. Signatures : Odair Garcia Senra (Chairman), Renata de Carvalho Fidale (Secretary). Directors : Odair Garcia Senra, Cláudio José Carvalho de Andrade, Francisco Vidal Luna, Guilherme Affonso Ferreira, José Écio Pereira da Costa Júnior, Maurício Marcellini Pereira and Rodolpho Amboss.

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

Renata de Carvalho Fidale

Secretary