Gafisa : Minutes of the Board of Directors' Meeting - Ratification of the Capital Increase

GAFISA S.A.

CNPJ/MF 01.545.826/0001-07

NIRE 35.300.147.952

Publicly held Company

Minutes of the Board of Directors' Meeting of Gafisa S.A. ("Company") held

on June 24, 2019

1. Date, Time and Place: On June 24, 2019, at 2:30 p.m., at the Company's headquarters, in the City and State of São Paulo, at Av. Pres. Juscelino Kubitschek, 1830, cj. 32, Bloco 2, Cond. Ed. São Luiz, Vila Nova Conceição, CEP: 04543-900 and via conference call.
2. Call Notice and Attendance: All members of the Company's Board of
   Directors attended the meeting as identified below, therefore, the quorum of installation and approval was verified.
3. Composition of the Board: Chairman, Mr. Leo Julian Simpson; and Secretary, Mr. Marcelo Janson Angelini.
4. Agenda: Discuss and deliberate on the ratification of the Company's capital increase, within the limit of authorized capital, approved at the Board of Directors' meeting held on April 15, 2019 due to the expiration of the term to exercise the preemptive right and the Company's shareholders manifestation of interest in subscribing unsold shares.
5. Resolutions: After discussing the matters of the agenda, the Company's board members unanimously resolved on the following:

1. Ratify the Company's capital increase by subscribing and fully paying for twenty-six million, two hundred, seventy-three thousand, nine hundred and sixty- two (26,273,962) new common shares of which: (i) twelve million, one hundred, seventy thousand and thirty-five (12,170,035) common shares, subscribed and fully paid by shareholders who exercised the preemptive right at the price of five Reais and twelve centavos (R$5.12), in the total amount of sixty-two million, three hundred, ten thousand, five hundred, seventy-nine Reais and twenty centavos (R$62,310,579.20); and (ii) fourteen million, one hundred, three thousand, nine hundred and twenty-seven (14,103,927) common shares, subscribed and fully paid by shareholders who subscribed the unsold shares of the capital increase at the unit value of four Reais and ninety-six centavos (R$4.96), totaling sixty-nine million, nine hundred, fifty-five thousand, four hundred, seventy-seven Reais and ninety- two centavos (R$69,955,477.92).
2. Due to the Capital Increase ratified herein, the Company's capital stock increased from current two billion, five hundred, twenty-one million, three hundred, eighteen thousand, three hundred, sixty-five Reais and twenty-six centavos (R$ 2,521,318,365.26), divided into forty-four million, seven hundred, fifty-seven thousand, nine hundred and fourteen (44,757,914) non-par, registered, book-entry common shares to two billion, six hundred, fifty-three million, five hundred, eighty- four thousand, four hundred, twenty-two Reais and thirty-eight centavos (R$2,653,584,422.38), divided into seventy-one million, thirty-one thousand, eight hundred and seventy-six (71,031,876) non-par, registered, book-entry common shares, and total subscription amounted to one hundred, thirty-two million, two hundred, sixty-six thousand, fifty-seven Reais and twelve centavos (R$132,266,057.12).

5.3. Authorize the Company's board of executive officers to take all the measures referring to the capital increase, including the publication of a notice to shareholders containing information on the ratification approved herein.

6. Closing: With no further matters to be discussed, these minutes were drawn up, approved and signed by all board members. Signatures (undersigned) Leo Julian Simpson, Chairman, Marcelo Janson Angelini, Secretary. Board members: Antonio Carlos Romanoski, Eduardo Larangeira Jácome, Leo Julian Simpson, Nelson Sequeiros Rodriguez Tanure, Roberto Luz Portella, and Thomas Cornelius Azevedo Reichenheim.

Leo Julian Simpson		Marcelo Janson Angelini
Chairman		Secretary

Attending members of the Board of Directors:

Antonio Carlos Romanoski

Eduardo Larangeira Jácome

Leo Julian Simpson

Nelson Sequeiros Rodriguez Tanure

Roberto Luz Portella

Thomas Cornelius Azevedo Reichenheim