Gafisa S A : Issue of Convertible Debentures

GAFISA S.A.

Corporate Taxpayer's ID (CNPJ/MF) 01.545.826/0001-07

Company Registry (NIRE) 35.300.147.952

Publicly-held Company

MATERIAL FACT

GAFISA S.A. ("Company" or "Issuer", B3: GFSA3), pursuant to provisions of the Instruction issued by the Brazilian Securities and Exchange Commission ("CVM") No. 358, of January 3, 2002, as amended, CVM Instruction No. 476 of January 16, 2009, as amended ("CVM Instruction No. 476") and for the purposes of Paragraph 4 of Article 157 of Law No. 6.404 of December 15, 1976, as amended ("Brazilian Corporation Law"), hereby informs its shareholders and the market in general that the Company's Board of Directors approved

1. to launch a public offering with restricted placement efforts of the sixteenth (16th) issue of the Company's unsecured debentures, convertible into common shares, in two (2) series, to be conducted in accordance with CVM Instruction No. 476 ("Restricted Offering"), whose terms and conditions are described below ("Issue" and "Debentures", respectively); (ii) to execute a "Private Instrument of Indenture of the sixteenth (16th) Issue of Unsecured Debentures Convertible into Common Shares, in two (2) Series for Public Distribution, with Restricted Distribution Efforts of Gafisa S.A." ("Indenture"); (iii) increase the Company's capital stock upon the occurrence of Conversion of Debentures Series I and Conversion of Debentures Series II (according to the terms defined hereinbelow), provided that the increase limit of six hundred million (600,000,000) common shares is observed, pursuant to Article 6 of the Company's Bylaws; and (iv) the Company's Board of Executive Officers, directly or by means of attorneys-in-fact, adopts all and any measures and practices any acts necessary to make the aforementioned deliberations effective, and may negotiate and sign all the applicable documents within the scope of the Issue and the Restricted Offering, as well as engage the service providers of the Issue and the Restricted Offering (the "Issuer Approval").

8 Characteristics of the Restricted Offer and Debentures

8.1 General characteristics

The Restricted Offering shall consist of the public offering of unsecured debentures convertible into common shares, in two (2) series, totaling one hundred, seventeen million, five hundred and seventy thousand Reais (R$117,570,000.00) ("Debentures" and "Total Issue Amount"), and shall rely on Planner Trustee Distribuidora de Títulos e Valores Mobiliários Ltda. as lead manager, pursuant to Article 2 of CVM Instruction No. 476 ("Lead Manager"), according to the terms of the "Agreement for Coordination, Structuring and Public Distribution, with Restricted Efforts, under the Regime of Best Placement Efforts, of Unsecured Debentures Convertible into Common Shares, in two (2) Series of the sixteenth (16th) Issue of Gafisa S.A.", to be executed between the Company and Lead Manager ("Distribution Agreement").

8.2 Unit Face Value

The unit face value of each Debenture is ten thousand Reais (R$10,000.00) on the Date of Issue (as defined hereinbelow) ("Unit Face Value").

8.3 Series

The Issue shall occur in two (2) series, referred to as "Series I" and "Series II", distinguished by the maturity date, date of compulsory conversion of Debentures into Shares (as defined below), Allocation of Funds, payment conditions and term, as described in clauses Erro! Fonte de referência não encontrada., Erro! Fonte de referência não encontrada. and Erro! Fonte de referência não encontrada. of Indenture.

Except for the express references to Debentures Series I and Debentures Series II (as these terms are defined hereinbelow), all references to "Debentures" herein shall be understood and construed as references to Debentures Series I and Debentures Series II, jointly and severally.

8.4 Quantity of Debentures

All in all, eleven thousand, seven hundred, and fifty-seven (11,757) Debentures shall be issued, of which four thousand and two hundred (4,200) Debentures in Series I ("Debentures Series I") and seven thousand, five hundred and fifty-seven (7,557) Debentures in Series II ("Debentures Series II").

8.5 Type

Debentures shall be unsecured, pursuant to Article 58, caput, of the Brazilian Corporation Law.

8.6 Fiduciary Agent

The fiduciary agent engaged for the Restricted Offering is Simplific Pavarini Distribuidora de Títulos e Valores Mobiliários Ltda. ("Fiduciary Agent").

8.7 Exclusion of preemptive right and grant of Priority Right

The Restricted Offering shall be conducted by excluding the preemptive right of the current Company's shareholders, pursuant to Article 172, item I of the Brazilian Corporation Law. To comply with provisions of Article 9-A of CVM Instruction No. 476, as well as ensure the participation of current shareholders of the Company in the Restricted Offering, the priority right shall be granted to Shareholders (as defined hereinbelow) in the subscription of all Debentures of the Restricted Offering ("Priority Offering"), to the holders of common shares issued by the Company on October 21, 2020 ("Shareholders"), at the ratio of their respective equity interest on the same date ("Cut-offDate"), abiding by the terms of Paragraph 4 of Article 9-A of CVM Instruction No. 476 (the "Priority Right").

Total or partial negotiation or assignment of Shareholders' Priority Rights to any third party shall not be accepted, including among Shareholders.

8.8 Distribution Plan

After the Priority Offering, the Restricted Offering shall be solely destined to professional investors, as defined in Article 9-A of CVM Instruction No. 539 of November 13, 2013, as amended ("Professional Investors" and "Institutional Offering", respectively). For the purposes of the Restricted Offering, professional investors are those defined according to the terms of Article 9-A of CVM Instruction No. 539 of November 13, 2013, as amended ("CVM Instruction No. 539"), namely:

1. financial institutions and other institutions authorized to operate by the Central Bank of Brazil; (ii) insurance companies and equity firms; (iii) complementary private pension open and closed entities; (iv) individuals or legal entities with financial investments exceeding ten million Reais (R$10,000,000.00) who, also attest in writing their condition as Professional Investor through appropriate instrument, elaborated according to Exhibit 9-A of CVM Instruction No. 539; (v) investment funds; (vi) investment clubs, as long as they have the portfolio managed by securities portfolio manager authorized by CVM; (vii) independent investment agents, portfolio managers, analysts and securities advisors authorized by CVM, in relation to their own funds; and (viii) non-resident investors (jointly, "Professional Investors").

Debentures public distribution plan shall observe the procedure described in CVM Instruction No. 476, as provided for in the Distribution Agreement. therefore: (i) the Lead Manager shall be authorized to contact, at most, seventy-five (75) Professional Investors; and (ii) Debentures only can be subscribed or acquired by, at most, fifty

1. Professional Investors, pursuant to CVM Instruction No. 476. Also, investment funds and securities portfolios whose investment decisions are made by the same manager shall be considered a single investor for the purposes of thresholds provided for above, according to Paragraph 1 of Article 3 of CVM Instruction No. 476.

Upon subscription of Debentures, each Professional Investor shall sign a declaration, attesting, among others: (i) is aware that the Restricted Offering was not registered before the CVM but will be registered before ANBIMA (Brazilian Association of Financial Market and Capital Market Entities), solely to send information to the database, under the terms of the "ANBIMA Code of Regulation and Best Practices for Structuring, Coordination and Distribution of Securities Public Offerings and Public Offerings for the Acquisition of Securities" ("ANBIMA Code"); (ii) is aware that Debentures are subject to trading restrictions provided for CVM Instruction No. 476 and in Indenture; and (iii) has made its own analysis on the quality and risks of Debentures and of the Company.

After subscription and full payment of Debentures by Professional Investors in the primary market, Debentures only can be traded in securities regulated markets after elapsing ninety (90) days of each subscription or acquisition by investors, as provided for in Article 13 of CVM Instruction No. 476, observing the provisions of CVM Resolution No. 849 of March 31, 2020, in relation to a referred lock-up period, and once verified compliance by the Company of its obligations provided for in Article 17 of referred CVM Instruction No. 476, also observing provisions in the caput of Article 15 of CVM Instruction No. 476 in relation to the trading of Debentures among Qualified Investors (as defined hereinbelow), as well as the exceptions provided for in its Paragraphs 1 and 2, where applicable.

For the purposes of the Restricted Offering, qualified investors are those defined in Article 9-B of CVM Instruction No. 539, namely: (i) Professional Investors; (ii) individuals or legal entities with financial investments exceeding one million Reais (R$1,000,000.00), also attesting in writing their condition of qualified investors through an appropriate instrument, according to Exhibit 9-B of CVM Instruction No. 539; (iii) individuals approved in technical qualification exams or with certifications approved by CVM, such as requests for registration as independent investment agents, portfolio manager, analysts and securities advisors, in relation to their own funds; and (iv) investment clubs, as long as the portfolio is managed by one or more quotaholders, who are Qualified Investors (jointly, "Qualified Investors").

No reserves shall be anticipated to Professional Investors, nor maximum or minimum lots will be determined, irrespective of chronological order, nor price stabilization agreement shall be executed in relation to Debentures and no type of discount shall be granted to Qualified Investors interested in acquiring the Debentures.

8.9 Partial Distribution

Pursuant to Article 5-A of CVM Instruction No. 476 and Articles 30 and 31 of CVM Instruction No. 400 of December 29, 2003 ("CVM Instruction No. 400"), the partial distribution of Debentures shall be accepted (considering as total amount of Debentures, in this case, the maximum volume of one hundred, seventeen million, five hundred and seventy thousand Reais (R$117,570,000.00). To maintain the Restricted Offering, at least, one (1) Debenture of each series shall be subscribed ("Minimum Amount").

Considering that distribution can be partial, pursuant to Article 31 of CVM Instruction No. 400 and Article 5-A of CVM Instruction No. 476, the investor interested in acquiring Debentures, upon acceptance of the Restricted Offering, may subject its adhesion to the distribution: (i) of all Debentures purpose of the Restricted Offering, and should this condition be not implemented, orders shall be canceled, and in this case, the settlement process at B3 S.A - Brasil, Bolsa, Balcão ("B3") shall not start; or (ii) of Debentures in amount equal to or exceeding the Minimum Amount, and lower than all Debentures purpose of the Restricted Offering, in this assumption, investor may subscribe the Debentures corresponding to the ratio between the number of Debentures effectively distributed and the number of Debentures originally tendered, and should this condition be not implemented, orders shall be canceled and, in this case, the settlement process at B3 shall not start; or (iii) of Debentures in amount higher than the Minimum Amount, and lower than all Debentures, purpose of the Restricted Offering, in this assumption, investor may subscribe the total amount of Debentures corresponding to the financial amount of reserves made by investors, and should this condition be not implemented, orders shall be canceled and, in this case, the settlement process at B3 shall not start.