Indicate by check mark if the registrant is submitting
the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Yes ______ No ___X___

Indicate by check mark whether by furnishing the information contained in this Form,
the Registrant is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934:

Yes ______ No ___X___

If “Yes” is marked, indicate below the file number assigned
to the registrant in connection with Rule 12g3-2(b): N/A

GAFISA S.A.

CNPJ/MF n°01.545.826/0001-07

NIRE 35.300.147.952

Companhia Aberta

MANAGEMENT PROPOSAL

ANNUAL GENERAL MEETING

APRIL 19, 2013

GAFISA S.A.

Corporate Taxpayer’s ID (CNPJ/MF) no. 01.545.826/0001-07

Corporate Registry (NIRE) No. 35.300.147.952

Publicly-held Company

Dear Shareholders,

Below we present for your appreciation the management proposal for the matters on the agenda of the Company’s Annual General Meeting to be held on April 19, 2013:

1. Review the management accounts and examine, discuss and vote on the financial statements relative to the fiscal year ended December 31, 2012.

We propose that the management accounts and financial statements for the 2012 fiscal year, as disclosed on March 11, 2013 on the websites of the Brazilian Securities and Exchange Commission ("CVM") and the BM&FBOVESPA S.A. - São Paulo Stock, Commodities and Futures Exchange ("BM&FBovespa”) via the Periodic Information System (IPE) and on March 12, 2013 in the newspapers O Estado de São Paulo and the Official Gazette of the State of São Paulo

(“Financial Statements”) be approved without reservations.

Considering that the Company recorded a loss in the fiscal year ended December 31, 2012, there is no proposal to be presented on the distribution of profits, therefore impairing the presentation of information required by Annex 9-1-II of CVM Instruction no. 481 of December 17, 2009 (“CVM Instruction 481/09"). For the same reason, we propose that no dividends be distributed.

As per Article 9, paragraph III of CVM Instruction 481/09, the management’s comments on the Company’s financial situation are detailed in Appendix I of this proposal.

In compliance with the provisions of Article 9, V and paragraph 1, III of CVM Instruction 481/09, the opinion of the Fiscal Council and the Audit Committee are available at the Company’s headquarters, on its Investor Relations website (www.gafisa.com.br/ri/) and on the websites of the BM&FBOVESPA S.A. – São Paulo Stock, Commodities and Futures Exchange (www.bmfbovespa.com.br) and the Brazilian Securities and Exchange Commission (www.cvm.gov.br).

2. Establishment of the total management compensation for the 2013 fiscal year.

We propose that the total management compensation for the 2013 fiscal year be established at up to R$18,399,696.78 for the current fiscal year, from January to December of 2013.

As per Article 12 of CVM Instruction 481/09, the information necessary for analysis of the management compensation proposal can be found in detail in Appendix II of this proposal.

Please note that the limit proposed above includes fixed and short-term variable compensation for the management, as well as any benefits provided or supported by the Company. As further clarification, this amount does not include social charges or expenses associated with the recognition of the fair value of stock options that may be granted by the Company and are only recognized in the Company’s accounting, incurred under the Stock Option Plan previously approved by the Company's shareholders at General Meeting.

The Company maintains a short-term variable compensation program that is connected to achievement of specific goals that are established, agreed upon and approved by the Board of Directors at the start of each year. For the 2012 fiscal year, a series of goals was established, including the following mandatory metrics: (i) operating cash flow; and (ii) leverage (Net Debt + Obligations) / (Shareholders’ Equity + Minority Interests). For the 2013 fiscal year, the mandatory metrics will be: (1) leverage (Net Debt + Obligations) / (Shareholders’ Equity + Minority Interests); and (2) net income.

We also inform that, on the Annual General Meeting held on 2012 was approved a global limit of compensation for management in the amount of R$17,041,926.40, of which the total amount of R$16,317,927.63 was effectively paid. The total amount of management compensation proposed in the Annual General Meeting held on 2012 was restated by inflation of the period, resulting in the proposed amount for 2013.

3. Installation and establishment of the number of members that should compose the Company’s Fiscal Council.

Considering that the term of office has ended, we propose the installation of the Company’s Fiscal Council. Once installed, in compliance with the provisions of Article 43 of the Company’s Bylaws, we propose that the Company’s Fiscal Council be composed of 3 (three) sitting members with an equal number of alternates.

4. Considering that the term of office has ended, election of the members of the Company’s Fiscal Council.

We propose the election of the following members and their respective alternates for a term of office that will end on the date of the 2014 Annual General Meeting, to wit, as sitting members: (i) Olavo Fortes Campos Rodrigues Junior, Brazilian, business administrator, married, bearer of ID card (RG) no. 9.369.027 issued by SSP/SP and enrolled in the Individual Taxpayer’s Registry (CPF/MF) under no. 769.488.977-20, resident and domiciled in São Paulo, São Paulo State at Rua Dr. José Maria Whitaker 310, apto. 4, Edif. Figueira, CEP 05622-001, (ii) Adriano Rudek de Moura, Brazilian, accountant, married, bearer of ID card (RG) no. 13.126.515-5 issued by SSP/SP and enrolled in the Individual Taxpayer’s Registry (CPF/MF) under no. 037.059.028-73, resident and domiciled in São Paulo, São Paulo State at Rua Verbo Divino, 1488, 7º andar, CEP 04719-904, and (iii) Luis Fernando Brum de Melo, Brazilian, economist, single, bearer of ID card (RG) no. 6.064.143.776 issued by SSP/SP and enrolled in the Individual Taxpayer’s Registry (CPF/MF) under no. 964.918.410-49, resident and domiciled in São Paulo, São Paulo State with offices at Av. Paulista 2.300, 11º andar, Cerqueira César, CEP 01310-300; and as alternates: (i) Marcello Mascotto Iannalfo, Brazilian, economist, married, bearer of ID card (RG) no. 16.994.226-0 issued by SSP/SP and enrolled in the Individual Taxpayer’s Registry (CPF/MF) under no. 101.947.028-39, resident and domiciled in São Paulo, São Paulo State at Rua Evangelina de Toledo Pizza Wodianer, 165, casa 1, CEP 04640-055, (ii) Marcelo Martins Louro, Brazilian, business administrator, married, bearer of ID card (RG) no. 19.994.703 issued by SSP/SP and enrolled in the Individual Taxpayer’s Registry (CPF/MF) under no. 118.319.918-02, resident and domiciled in São Paulo, São Paulo State at Rua Iaiá 127, CEP 04542-060, and (iii) Laiza Fabiola Martins de Santa Rosa, Brazilian, economist, single, bearer of ID card (RG) no. 32.677.183-9 issued by SSP/SP and enrolled in the Individual Taxpayer’s Registry (CPF/MF) under no. 294.953.408-29, resident and domiciled in São Paulo, São Paulo State with offices at Avenida Paulista 2.300, 11º andar.

As per Article 10 of CVM Instruction 481/09, the information relative to the candidates to the position of member of the Fiscal Council supported by the Company is detailed in Appendix III of this proposal.

5. Establishment of the total compensation of the Members of the Fiscal Council for the 2013 fiscal year.

We propose that the total compensation for fiscal council members for the 2013 fiscal year be established at up to R$186,000.00.

As per Article 12 of CVM Instruction 481/09, the information necessary for analysis of the management compensation proposal can be found in detail in Appendix II of this proposal.

São Paulo, March 18, 2013.

The Management

Gafisa S.A.

APPENDIX I

As per Appendix 24, item 10 of CVM Instruction no. 480 of December 17, 2009

10. MANAGEMENT COMMENTS

10.1.

The management believes that Company is one of the leading players in the real estate development market, operating nationally with a focus on high-quality residential undertakings targeting all income brackets.

The Company’s revenue is largely derived from the development and sale of real estate projects. The Company recognizes the revenue from these real estate projects during the construction period, based on a financial calculation related to the value of the project on completion, and not when the sales contracts are signed. On a smaller scale, the Company also generates revenue from the provision of real estate services, such as construction, technical and real estate management, to third parties. The Company structures some of its projects through its subsidiaries or jointly controlled affiliates, set up as specific purpose enterprises (SPE).

The Company’s current working capital is sufficient for its present requirements and its cash position, including loans to third parties, and to meet the financing of all its activities and cover its capital requirement, for at least the next 12 (twelve) months.

The Management understands that the Company has sufficient financial resources and shareholders’ equity to implement its business plan and comply with its short-to-medium-term obligations.

In the fourth quarter of 2011, we implemented a new operating structure organized by brand, naming the respective executive officers responsible for delivering results, redefining operations as follows:

• Gafisa: Focus on operations in its core markets, São Paulo and Rio de Janeiro, where the business unit has performed well due to its experience, accumulated know-how and strong, established supplier network, in addition to conclusion of projects launched in non-core markets
• Tenda: Temporary reduction of operations until complete control over the financial and operational construction cycle can be achieved to adjust its business model for new launches under the new structure, which depends on meeting basic conditions in each strategic market (São Paulo, Rio de Janeiro, Northeast and Minas Gerais): control over the financial cycle through the launch of contracted projects and sale of units that can be immediately transferred to financial institutions, control of the construction cycle with the use of aluminum frames to minimize this cycle and ensure greater standardization, and the procurement of sufficient land bank to ensure operating continuity for projects with minimum scale; and
• Alphaville: prioritized capital allocation to the business unit, maintaining balance between growth and profitability.
• Corporate: Creation of the Gafisa Service Center (CSG) that is responsible for supporting the brands as they execute their "middle” operations, including accounts payable, accounts receivable, accounting, collections, and credit analysis, among others, to allow each brand to focus 100% on operations.

As a result of these changes and reviews, the Company registered adjustments and provisions on the order of R$889.5 million (31% in Gafisa and 69% in Tenda) distributed among the years of 2010 and 2011 (83% accounted in 2011 and 17% in 2010). These adjustments and provisions did not impact the Company’s liquidity or its ability to honor its commitments, improved by the successful execution of these structural and operational changes. The consolidated operational cash flow of R$1.04 billion exceeded the maximum guidance for 2012 of between R$600.000 and R$800.000 million.

Throughout 2012, the Company laid the foundations to generate solid, consistent returns for shareholders. The Company has positioned itself conservatively, prioritizing cash flow and net debt reduction, restructuring the debt profile and reducing launches, while still generating an appropriate volume of business.

As a result of these initiatives, Gafisa currently enjoys a comfortable cash position that is sufficient to finance our operations and honor our obligations for 2013. With these actions, the Company is clearly seeing a turnaround in its recent history.

The key indicators of the Company have improved significantly. The Gafisa Group closed 2012 with R$1.68 billion in cash and cash equivalents, up over the R$983.660 million reported at the close of 2011. The Company’s total debt remained stable at R$4.24 billion, compared to R$4.17 billion in 2011, while net debt fell from R$3.24 billion in the previous year to R$2.56 billion on December 31, 2012 due to the Company's operating cash flow.

Leverage as measured by debt/shareholders' equity, fell to 0.95x on December 31, 2012, compared to 1.18x on December 31, 2011. Excluding Project Finance, this net debt/equity ratio reached 15%, down 31% over the 46% reported at the close of 2011.

The Company’s shareholders’ equity on December 31, 2012 was R$2.692 billion, down 2.0% or R$54.7 million over December 31, 2011.

On December 31, 2012, the Company’s cash position was R$1,681 million. On the same date, Gafisa’s debt and obligations to investors totaled R$ R$2,559 billion, resulting in a net debt and obligations with investors of shareholders' equity and minority interests of 95.0%, compared to 118.1% on December 31, 2011.

The Company’s shareholders’ equity on December 31, 2011 was R$2.7 billion, down 24% or R$885 million over December 31, 2011. This reduction is chiefly due to the R$889.5 million in adjustments, with 31% at Gafisa and 69% at Tenda, distributed among 2010 and 2011 in the proportion of 83% recorded in 2011 and 17% in 2010.

On December 31, 2011, the Company’s cash position was R$983.660 million. On the same date, Gafisa’s debt and obligations to investors totaled R$ R$3.2 billion, resulting in a net debt and obligations with investors of shareholders' equity and minority interests of 118.1%, compared to 68.6% on December 31, 2010.

There is no condition for redemption of shares issued by the Company other than those provided by law and there are no provisions in the Company’s Bylaws regarding the formula for the calculus of the amount of redemption.

The Company obtains financing for its operations by means of its own capital or from third parties, and there is no standards previously defined for which source shall be adopted for each operation.

We issued the fifth series of Company debentures in 2008, raising R$250 million, and invested most of the financial resources raised in the previous fiscal year due to the financial crisis that affected key global markets. On December 31, 2008, we posted a net debt together with obligations to investors of R$1,247 million, representing 59.8% of shareholders’ equity and minority interests on the same date.

We issued the Company’s sixth and seventh series of debentures in 2009, raising R$250 million and R$600 million, respectively, for the Company. On December 31, 2009, we posted a net debt together with obligations to investors of R$1,998 million, representing 83.8% of shareholders’ equity and minority interests on the same date.

In March of 2012, we issued shares, raising approximately R$1 billion. In November of 2012, we issued the eighth series of Company debentures, raising R$300 million. On December 31, 2010, we posted a net debt together with obligations to investors of R$2.466 million, representing 67.9% of shareholders’ equity and minority interests on the same date.

We raised about R$840 million in 2011: R$230 million through Trade Promissory Notes, R$530 million by CCB-I and R$80 million through creation of paid usufruct over subsidiary dividends. On December 31, 2011, we posted a net debt together with obligations to investors of R$3.245 million, representing 118.1% of shareholders’ equity and minority interests on the same date.

In 2012, we raised about R$360 million: R$80 million through Trade Promissory Notes and R$280 million by CCB-I. On December 31, 2012, we posted a net debt together with obligations to investors of R$2,559 million, representing 95.0% of shareholders’ equity and minority interests on the same date.

As a result, we believe that our existing financial resources and operating cash flow generation will be sufficient to meet our liquidity needs and financial commitments already contracted.

As and when appropriate, the Company takes out debt with Brazil’s Housing Finance System (SFH), which offers lower interest rates than in the private market, and the amortization of which is made through the transfer of clients’ receivables from banks. The management intends for the Company to continue with its strategy to maintain low debt rates, made up largely of operations with the SFH, debentures with the federal savings bank, the Caixa Econômica Federal (CEF), or long-term operations.

The Company’s operations are mainly financed with real estate financing, the securitization of receivables and, in greater part, its operating cash flow. If necessary, and in accordance with market demand, the Company takes out long-term financing for the sale of its project developments.

In addition, the Company uses proceeds from debenture issues as a source of working capital (for more details about Company’s debenture issues please refer to Item 18.5).

Furthermore, in order to minimize the Company’s working capital requirement and maximize the return, it transfers to banks and sells on the market its portfolio of receivables from the units already completed.

In 2010, Company once again used the SFH, working capital and resources derived from debentures issues as sources of financing.

In 2011, Company used SFH, working capital and resources derived from Promissory Notes issuing as sources of financing.

In 2012, Company used SFH, working capital and resources derived from Promissory Notes issuing as sources of financing.

The Company does not currently have any approved line of credit for new working capital requirements, as the existing limit has already been fully drawn down. However, this does not exclude the possibility of structuring or obtaining new lines of credit for working capital depending on the instruments available and existing market conditions when contracted. The Company’s current profile of financing for working capital is mainly comprised of debentures, bank credit notes (CCB) and Promissory Notes (NP). For more information about Company’s indebtedness, please refer to explanatory notes 10 and 11 in the Standardized Financial Statements and Item 10.1(f) of the Reference Form.

As of December 31, 2012:

As of December 31, 2011:

As of December 31, 2010:

The Company’s indebtedness on December 31, 2010 was R$3.290 billion, mainly due to the issue of new debentures during 2010.

The Company’s indebtedness on December 31, 2011 was R$3.756 billion, mainly due to the issue of new bank credit notes (CCB).

The Company’s indebtedness on December 31, 2012 was R$3.916 billion, mainly due to the issue of new bank credit notes (CCB) and Promissory Notes. Among the main metrics used by the Company to calculate the level of its indebtedness is the level of net debt in relation to shareholders’ equity. On December 31, 2011, this indicator reached 118.1%, falling to 95.0% at the end of December of 2012. This reduction reflects cash flow in the period, despite the increase in gross debt. The Company’s long-term goal is to maintain this ratio below 70%.

For more details about Company’s indebtedness as a result of the issuance of debentures, please see item 18.5 below.

During the fiscal years ending on December 31, 2010, 2011 as well as December 31, 2011, the financing contracted by the Company for construction from the largest banks in Brazil under the scope of the SFH consist of financial resources for exclusive use in the works of the respective project undertakings. The resources are freed up during the physical and financial development of the project as required.

The Company’s position in terms to the lines of financing extended by the SFH in December 2010 stood at R$2.4 billion, with an outstanding balance of R$745.7 million, and in 2011, SFH lending totaled R$2.2 billion with an outstanding balance of R$684.6 million.

On December 31, 2012, Company’s position in terms of the lines of financing extended by the SFH was R$2.8 billion, with an outstanding balance of R$981 million.

Company has not signed any financial instruments with exposure to variations in the foreign exchange rate.

CONSOLIDATED FINANCIAL STATEMENT FOR THE FISCAL YEAR

Operating Results related to the Fiscal Years ended December 31, 2012 compared with 2011

Gross Revenue from Sales and/or Services

The gross revenue generated from the development and sale of property and swaps totaled R$3.99 billion in the 2012 fiscal year, an increase of R$521 million or 15% compared with the same period in 2011, while gross revenue was R$3.47 billion.

Deductions from Gross Revenue – Taxes on Property Sales and Services

The deductions from gross revenue related to taxes on property sales and services increased by 27.5%, from R$229 million in the fiscal year ending on December 31, 2011 to R$292 million in the 2012 fiscal year.

Gross Revenue from Sales and/or Services

Consolidated net revenue for 2012, as recognized by the “PoC” method, increased 34% over 2011 to R$3.95 billion. Net revenue for 4Q12 was R$920.82 million, down 13% over the R$1.06 billion reported in 3Q12. As compared to revenue of R$351.42 million in 4Q11, 4Q12 revenue was up 162%. During the quarter, the Gafisa brand accounted for 47% of net revenues, Alphaville for 31% and Tenda for the remaining 22%.

Cost of Development and Sale of Property

The cost of development and sale of property and physical swap during the 2012 fiscal year totaled R$2.94 billion, up 10% over the R$2.68 billion during the 2011 fiscal year.

Gross Profit

Gross revenue for the period was R$1,102.3 million, compared to R$262.2 million in 2011. The variation refers to, mostly, the adjustments in 2011 and the minor participation in projects in non-prioritized location. Gross margin was at 25.6% compared to 8.9% in the previous year.

Selling expenses

Selling expenses in 2012 totaled R$308.333 million, representing an increase of 22% compared to the R$393.181 million posted in 2011. Selling expenses during 2011 represented 8% of net operating revenue, compared to 13% in 2011.

General and Administrative Expenses and Expenses Arising from the Stock Option Plan

General and administrative expenses totaled R$346.693 million in the 2012 fiscal year compared to R$251.458 million in 2011, an increase of 38% or R$95.235 million, mainly due to: (1) provision for distribution of variable compensation and expenses related to the stock option plan, representing 49% and 9% of the total annual variation, respectively; (2) other expenses related to services provided that represented 24% of the annual variation, chiefly expenses with audit services;

(3) increased administrative expenses relative to the expansion of Alphaville operations as a result of its increased contribution to the group that represented 11% of the total annual variation.

In 2011, provisions for variable compensation were not constituted, except at Alphaville as performance data for each brand is measured independently. The amount provisioned in the year refers to variable compensation for 2,300 eligible employees.

With the 2012 results (comfortable liquidity position), we reviewed the Company’s goals for 2013 to balance the management between profitability, investment and cash flow. Despite the annual bonus payment, eligibility is now based on bi-annual performance due to the long-term cycle of the real estate business.

Depreciation And Amortization

The depreciation and amortization seen during the 2012 fiscal year totaled R$87.584 million, increasing R$5.1 million or 5% over the R$83.428 million reported in 2011.

Other Operating Expenses

In 2012, our results reflected a negative impact of R$97.842 million, compared to R$137.025 million in 2011, due to a higher level of contingency provisions in 2011.

Financial revenue

Despite the increased cash, financial revenue was up R$12,34 million to R$80,63 million at the close of the year as a result of falling interest rates.

Financial expenses

Net financial expenses totaled R$287.57 million in 2012, compared to R$252.88 million in 2011, up 14% due to the increased average debt balance (partially offset by the reduced basic interest rate), increased expenses with securitization and increased bank fees.

Provision for Income Tax and Social Contribution and Deferred Income Tax

Income taxes, social contribution and deferred taxes for 2012 amounted to negative R$41.23 million, compared to R$142.36 million in 2011 as a result of a reversal of deferred assets in the previous period.

Minority Interests

The stakes of non-controlling shareholders (minorities in subsidiaries in which Company has an investment) increased from R$39.679 million to R$48.141 million in 2012 or 21%.

Net Profit (Loss)

The Gafisa Group closed 2012 with a net loss of R$124.50 million, compared to a net loss of R$944.87 million in 2011. The net result was impacted by Tenda and Gafisa projects with lower margins, as well as the increased financial expenses, both of which were partially offset by the net income of R$197 million reported by Alphaville in the period.

Operating Results related to the Fiscal Years ended December 31, 2011 compared with 2010

Gross Revenue from Sales and/or Services

The Gross Revenue from development and sales of real estate and permutation was of R$3.2 billion in the fiscal year ending on 2011, a reduction of R$506 million or 14% in comparison to the same period of 2010, when the Gross revenue was of R$3.7 billion, reflecting the impact of elevated costs of the period, specially related to Construtora Tenda S.A., as well as the reversal of revenues from contract cancellations in the period.

14

Deductions from Gross Revenue – Taxes on Property Sales and Services

The deductions from gross revenue decreased by 16%, from R$273 million in the fiscal year ending on December 31, 2010 to R$229 million in the 2011 fiscal year. This decrease was mainly due to the decrease in revenue as a result of the adjustments above mentioned in the period.

Net Revenue from Sales and/or Services

Net revenue from sales/or services decreased by 14%, from R$3.4 billion in the 2010 fiscal year to R$2.9 billion in the 2011 fiscal year. This decline is mainly due to adjustments related to the new strategic repositioning of Gafisa and the new operational model adopted by Tenda: (i) review of budgets for construction costs; (ii) detailed analysis of receivables of Tenda (provision for contracts cancellations); (iii) Company’s asset impairment; (iv) provision for fines for delayed construction at Gafisa and Tenda; and (v) projects cancelled at Construtora Tenda S.A

Cost of Development and Sale of Property

The cost of development and sale of property and physical swap during 2011 fiscal year totaled R$2.8 billion, up 9% over the R$2.5 billion during the 2010 fiscal year. This increase derives from the increased construction project volume.

Gross Result

Gross profit in 2011 totaled R$262 million, representing a 72% decrease compared to the R$942 million profit reported in 2010. This decrease can largely be attributed to adjustments of 2011 related to the review of Company’s strategy and new operational model of Tenda, as mentioned above. This review deteriorated Company’s gross margin for activities in 2011, which declined to 9%, compared to 28% in 2010.

Selling expenses

Selling expenses in 2011 totaled R$393 million, representing an increase of 47% compared to the R$267 million posted in 2010. Selling expenses during 2011 represented 13.4% of net operating revenue, compared to 7.8% in 2010.

General and Administrative Expenses and Expenses Arising from the Stock Option Plan

General and administrative expenses totaled R$251 million in the 2011 fiscal year compared to R$237 million in 2010, an increase of 6% or R$14.7 million, below inflation (IPCA - 6.5%) in the period. These expenses were comprised of profit sharing for employees and management and other administrative expenses.

Depreciation And Amortization

The depreciation and amortization seen during the 2011 fiscal year totaled R$83 million, increasing over the R$34 million reported in 2010. Depreciation of sales stands accounted for 6% of the expenses in the period.

Other Operating Expenses

In 2011, our results reflected a negative impact of R$79.2 million, compared to R$18.9 million in 2010, primarily due to a higher level of contingency provisions in the fourth quarter, reflecting a more conservative stance and a write-off of R$57.9 million (Construtora Tenda S.A.) and R$37.9 million (Gafisa) in expenses related to a lesser appraisal of the land bank, as a result of the reduced geographic expansion at Gafisa.

Financial revenue

15

Financial revenue decreased by R$93 million in the 2011 fiscal year, compared to the R$128 million reported in 2010, a reduction of 27% in the annual comparison mainly due to lower cash position. The difference is mainly due to the decrease in financial revenues of 27%.

Financial expenses

Net financial expenses totaled R$253 million in 2011, compared to net financial expenses of R$210 million in 2010, up 20% due to increased leverage and, therefore, expenses with interest.

Provision for Income Tax and Social Contribution and Deferred Income Tax

Social contribution and income tax in 2011 totaled R$142 million, 543% higher than in 2010, when the same totaled R$22 million. In the 2011 and 2010 fiscal years, the effective combined rates for income tax and social contribution, calculated as a percentage of pre-tax profit, were 20.5% and 7.2%, respectively. This variation is due to the provision for full loss constituted over deferred assets as a result of the failure to realize the deferred income tax and social contribution assets.

Minority Interests

The stakes of non-controlling shareholders (minorities in subsidiaries in which Company has an investment) increased from R$24 million in 2010 to R$40 million in 2011 or 66%.

Net Profit (Loss)

Loss for the 2011 fiscal year was R$945 million, representing a 457% decrease compared to the R$265 million profit reported in 2010.

Operating Results related to the Fiscal Years ended December 31, 2012 compared with 2011 – by Operating Segment

(i) Includes all subsidiaries except Construtora Tenda S.A. and Alphaville Urbanismo S.A.

Company - Gafisa Segment

Gross Revenue from Sales and/or Services

Net revenue from sales/or services increased by 11%, from R$1.82 billion in the 2011 fiscal year to R$2.01 billion in the 2012 fiscal year. In 2012, the Gafisa segment accounted for 51% of the Company’s consolidated net revenue.

16

Cost of Development and Sale of Property

The cost of development and sale of property and physical swap during the 2012 fiscal year totaled R$1.57 billion, down 2% over the R$1.60 billion during the 2011 fiscal year.

Gross Profit

Gross profit in 2012 totaled R$445 million, representing a 102% increase compared to the R$220 million profit reported in 2011. In 2012, gross margin generated by the Company’s property sales increased to 22%, compared to 12% in 2011.

Construtora Tenda S.A.

Gross Revenue from Sales and/or Services

Net revenue from sales/or services increased by 152%, from R$445.9 million in 2011 to R$1.12 billion in the 2012 fiscal year. In 2012, Construtora Tenda S.A. accounted for 22% of the Company’s consolidated net revenue.

Cost of Development and Sale of Property

The cost of development and sale of property and physical swap during the 2012 fiscal year totaled R$977 million, up 35% over the R$725 million during the 2011 fiscal year.

Gross Profit

The gross profit for the 2012 fiscal year was R$148 million, compared to negative R$279 million in 2011. Margins increased from -63% in 2011 to 13% in 2012.

Alphaville Urbanismo S.A.

Gross Revenue from Sales and/or Services

Net revenue from sales/or services increased by 20%, from R$673 million in the 2011 fiscal year to R$809 million in the 2012 fiscal year. In 2012, Alphaville Urbanismo S.A. accounted for 20% of the Company’s consolidated net revenue.

Cost of Development and Sale of Property

The cost of development and sale of property and physical swap during the 2012 fiscal year totaled R$391 million, up 1% over the R$351 million during the 2011 fiscal year.

Gross Profit

Gross profit in 2012 totaled R$418,2 million, representing a 30% increase compared to the R$321 million profit reported in 2011. In 2012, gross margin generated by the Company’s property sales increased to 52%, compared to 48% in 2011.

Operating Results related to the Fiscal Years ended December 31, 2011 compared with 2010 – by Operating Segment

17

Company - Gafisa Segment

Gross Revenue from Sales and/or Services

Net revenue from sales/or services decreased by 3.8%, from R$1.894 billion in the 2010 fiscal year to R$1.821 billion in the 2011 fiscal year. This decline is related to the reversal of revenues due to cost adjustments. In 2011, the Gafisa segment accounted for 62% of the Company’s consolidated net revenue.

Cost of Development and Sale of Property

The cost of development and sale of property and physical swap during the 2011 fiscal year totaled R$1.6 billion, up 8.4% over the R$1.5 billion during the 2010 fiscal year. This increase was mainly due to an impairment of development expenses related to the process of the Company’s land bank acquisition and also reflects review in the estimated costs, leading to reversal of revenues at the Company, related to construction managed by third parties and discontinued regions.

Gross Profit

O lucro bruto no exercício de 2011 foi R$220 milhões, representando uma redução de 47,2% em comparação com o lucro de R$417 milhões no exercício de 2010. A redução no lucro bruto é essencialmente atribuída aos ajustes efetuados em 2011 decorrentes do redirecionamento da estratégia de Gafisa para concentrar suas operações nas praças de São Paulo e Rio de Janeiro. Em 2011, a margem bruta gerada pela Companhia reduziu para 12% em comparação aos 22% no mesmo período em 2010.

Gross profit in 2011 totaled R$220 million, representing a 47.2% decrease compared to the R$417 million reported in 2010. The decrease in gross profit was essentially driven by the adjustments of 2011 related to the new strategy for Gafisa to concentrate its operation in São Paulo and Rio de Janeiro. In 2011, gross margin generated by the Company’s reduced to 12% in comparison to 22%, in the same period of 2010. Construtora Tenda S.A.

Gross Revenue from Sales and/or Services

Net revenue from sales/or services decreased by 58%, from R$1.0 billion in 2010 to R$446 million in the 2011 fiscal year. In 2011, Construtora Tenda S.A. accounted for 15% of the Company’s consolidated net revenue. The main reasons for the decline were (i) excessive costs of construction; (ii) cancellation of projects; (iii) cancellation of contracts of sold units; (iv) fines for delayed deliveries; and (v) impairment of assets.

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Cost of Development and Sale of Property

The cost of development and sale of property and physical swap during the 2011 fiscal year totaled R$725.5 billion, up 20% over the R$731.9 million during the 2010 fiscal year, a decrease of 0.9% in comparison to the previous year.

Gross Profit

The gross loss for the 2011 fiscal year was R$279 million, compared to R$330 million in 2010. Sales margins fell from 27% in 2010 to -63% in 2011 due to adjustments with excessive costs, provisions for cancelled contracts, cancelled projects, cancelled contracts of sold units, fines for delayed deliveries, and impairment, as previously detailed.

Alphaville Urbanismo S.A.

Gross Revenue from Sales and/or Services

Net revenue from sales/or services increased by 51%, from R$446 million in the 2010 fiscal year to R$672 million in the 2011 fiscal year. This increase was mainly due to large continuous demand for Alphaville Urbanismo S.A.’s products and recognition of the revenues derived from sales contracted in previous periods. In 2011, Alphaville Urbanismo S.A. accounted for 21% of the Company’s consolidated net revenue.

Cost of Development and Sale of Property

The cost of development and sale of property and physical swap during the 2011 fiscal year totaled R$351 million, up 40% over the R$251 million during the 2010 fiscal year. This increase derives from the increased construction project volume in 2011 as compared to 2010.

Gross Profit

Gross profit in 2011 totaled R$321 million, representing a 64.2% increase compared to the R$196 million profit reported in 2010. The increase in gross profit was essentially driven by higher gross revenue from the large number of projects. In 2011, gross margin increased to 48%, compared to 44% in 2010. This increase is explained by the higher sales margins to the extent that we have recognized revenues from projects launched in previous years.

CONSOLIDATED BALANCE SHEET

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Balance Sheet relative to the Fiscal Year Ended December 31, 2012 compared to 2011 Current assets

Cash and Equivalents – Cash and Banks, Marketable Securities

The Company’s cash and cash equivalents on December 31, 2012 totaled R$1.68 billion, compared to R$984 million on December 31, 2011, an increase of R$698 million, or 71%. This increase was mainly due to cash flow in the period.

Accounts receivable from development and services provided – Current and Non-Current

The following tables show the client accounts receivable from development and the sale of Company property, as well as the receivables to be appropriated, and the maturity of the Company’s portfolio:

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On December 31, 2012, the balance of clients by real estate development totaled R$3.9 billion, compared to R$4.8 billion on December 31, 2011. This increase is mainly the result of cash anticipation via receivables securitization operations and the reduced volume of launches in the period.

All the balances of accounts receivable presented herein are adjusted to present value, as required by Technical Pronouncement CPC 12 “Adjustment to present value.”

Property for Sale – Current and Non-Current

The balance of property for sale was comprised as follows in the periods indicated:

On December 31, 2012, the balance of properties for sale, both current and non-current, totaled R$2.5 billion, compared to R$2.9 billion on December 31, 2011. At the close of 2012, 12% of total inventory was represented by finished units, while units under construction and units up to 30% complete represented 26% of total units. We will continue to focus on inventory reduction, chiefly at Gafisa, which accounts for 55% of final inventory.

Other accounts receivable - Current

The balance of other accounts receivable held by the Company on December 31, 2012 stood at R$245 million, 121% more than in the same period in 2011. This increase was chiefly due to the increased construction volume.

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Intangible assets

On December 31, 2012, the balance of intangible assets totaled R$230 million, compared to R$229 million on December 31, 2011.

Deferred income tax and social contribution

On December 31, 2012, the balance of income tax and social contribution was R$81 million, down 2% over the R$83 million on December 31, 2011. Liabilities are presented net of assets.

Liabilities

Loans, Financing and Debentures - Current and Non-Current

The Company’s total level of indebtedness on December 31, 2012, was R$3.916 billion, an increase of 2% over the balance of R$3.755 billion on December 31, 2011. This increase was mainly due to the increased average debt balance.

The table below shows the development of net indebtedness and obligations with investors in the Company:

Obligations for property purchases and advances to clients – Current and Non-Current

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The Company’s obligations for the purchase of property and client advances totaled R$664 million on December 31, 2012, a decrease of 16% over the same period in 2011. Of this total, 86% or R$572 million mature in the short term. The R$92 million maturing in the long-term is fully related to land bank acquisition.

The following table shows the development of obligations for the purchase of properties and client advances, as well as its distribution between the short and long terms.

Balance of obligations for the acquisition of property and client advances

Material and service providers

On December 31, 2012, the balance of payables due to material and service providers was R$167 million, up 23% over the R$136 million on December 31, 2011. The increase in this obligation is due to the rise in real estate construction volume.

Taxes and contributions - Current

The balance of taxes and social contributions (current) on December 31, 2012 was R$259 million, which corresponds to an increase of 3% compared with the balance on December 31, 2011 of R$251 million. This increase reflects the expansion in the Company’s operations.

Income tax and social contribution – current and non-current

On December 31, 2012, the balance of deferred income tax and social contribution in current and non-current liabilities was R$340 million, up 2% over the R$334 million on December 31, 2011.

Provision for Contingencies - Current and Non-Current

The Company and its subsidiaries are parties in legal actions and administrative processes in various courts and with several government bodies, as a result of normal business operations, involving tax, labor, and civil matters, among other issues. The Company, based on information from its legal advisers, analysis of the pending lawsuits and, when concerning labor cases, based on its prior experience in terms of the amounts claimed, made a provision considered sufficient to cover the estimated losses as a result of the claims being made.

The table below shows the evolution of the Company’s provisions for contingencies:

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The provision for contingencies related to civil processes on December 31, 2012, in the amount of R$139 million, also include the cases in which Company was named as the successor in existing lawsuits in which the original debtor is a former shareholder of Cimob Companhia Imobiliária, among other group companies. The plaintiff alleges that Company should be held responsible for Cimob’s debts.

The Company is appealing all these decisions, believing that the Company’s inclusion in the lawsuits is legally unreasonable, thus aiming to release its amounts and ensuring recognition that it cannot be held responsible for the debt of a company with which it has no ties. The Company has won similar actions previously, definitively determining that it is not responsible for the debts of Cimob Companhia Imobiliária The final ruling on the Company’s appeal, however, cannot be foreseen at this time.

Other accounts payable – Current and Non-current

On December 31, 2012, the balance of other accounts payable was R$273 million, down 35% over the R$417 million on December 31, 2011.

Shareholders’ equity

The Company’s shareholders’ equity on December 31, 2012 was R$2.69 billion, down 2% over December 31, 2011.

Other accounts

Other accounts on the Company’s balance sheet not discussed in this analysis varied in the normal course of business or are of little importance in terms of the consolidated balance sheet.

Balance Sheet relative to the Fiscal Year Ended December 31, 2011 compared to 2010 Current assets

Cash and Equivalents – Cash and Banks, Marketable Securities

The Company’s cash and cash equivalents on December 31, 2011 totaled R$984 million, compared to R$1.2 billion on December 31, 2010, a reduction of R$217 million, or 18%. This reduction was mainly due to cash burn in the period and debt amortization.

Accounts receivable from development and services provided – Current and Non-Current

The following tables show the client accounts receivable from development and the sale of Company property, as well as the receivables to be appropriated, and the maturity of the Company’s portfolio:

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On December 31, 2011, the balance of clients by real estate development totaled R$4.8 billion, compared to R$5.1 billion on December 31, 2010. The 5% decline was mainly attributed to a significant increase in cancelled contracts, as client receivables return to the inventory. Receivables from services and construction in 2011 totaled R$11 million, compared to R$60 million in 2010, representing a reduction of 81%, due to the completion of some projects carried out for third parties.

All the balances of accounts receivable presented herein are adjusted to present value, as required by Technical Pronouncement CPC 12 “Adjustment to present value.”

Property for Sale – Current and Non-Current

The balance of property for sale was comprised as follows in the periods indicated:

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Non-current

On December 31, 2011, the balance of properties for sale, both current and non-current, totaled R$2.9 billion, compared to R$2.2 billion on December 31, 2010. This increase was due to the increased number of units under construction and a larger land bank. At the close of 2011, 10% of total inventory was represented by finished units, while units under construction and units up to 30% complete represented 20% of total units. We will continue to focus on inventory reduction, chiefly at Gafisa, which accounts for 57% of final inventory.

Other accounts receivable - Current

The balance of other accounts receivable held by the Company on December 31, 2011 stood at R$111 million, 38% less than in the same period in 2010. This increase was mainly due to the provision for potential cancelled contracts and projects cancelled due to technical or financial unviability.

Intangible assets

On December 31, 2011, the balance of intangible assets totaled R$229 million, compared to R$222 million on December 31, 2010. Amortization totaled R$10 million for CIPESA Empreendimentos Imobiliários S.A.

Deferred income tax and social contribution

On December 31, 2011, the balance of deferred income tax and social contribution was R$83 million, up 499% over the R$14 million on December 31, 2010. Liabilities are presented net of assets. The increase is due to asset impairment.

Liabilities

Loans, Financing and Debentures - Current and Non-Current

The Company’s total level of indebtedness on December 31, 2011, was R$3.8 billion, an increase of 14% over the balance of R$3.3 billion on December 31, 2010. This increase was mainly generated by loans linked to project financing, reflecting Company’s capacity to finance its ongoing projects and increasing its leverage.

The table below shows the development of net indebtedness in the Company:

Total Debt

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Obligations for property purchases and advances to clients – Current and Non-Current

The Company’s obligations for the purchase of property and client advances totaled R$788 million on December 31, 2011, an increase of 9% over the same period in 2010. Of this total, 77% or R$661 million mature in the short term. The R$177 million maturing in the long-term is full related to land bank acquisition.

The following table shows the development of obligations for the purchase of properties and client advances, as well as its distribution between the short and long terms.

Balance of obligations for the acquisition of property and client advances

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Material and service providers

On December 31, 2011, the balance of payables due to material and service providers was R$136 million, down 29% over the R$191 million on December 31, 2010. The reduction in this obligation is due to the maintenance of the volume of Company’s property construction projects.

Taxes and contributions - Current

The balance of taxes and social contributions (current) on December 31, 2011 was R$251 million, which corresponds to an increase of 30% compared with the balance on December 31, 2010 of R$231 million. This increase reflects the expansion in the Company’s operations.

Deferred income tax and social contribution – current and non-current

On December 31, 2011, the balance of deferred income tax and social contribution in current and non-current liabilities was R$83 million, up 499% over the R$14 million on December 31, 2010. This variation is due to losses related to the SPE and the net loss.

Provision for Contingencies - Current and Non-Current

The Company and its subsidiaries are parties in legal actions and administrative processes in various courts and with several government bodies, as a result of normal business operations, involving tax, labor, and civil matters, among other issues. The Company, based on information from its legal advisers, analysis of the pending lawsuits and, when concerning labor cases, based on its prior experience in terms of the amounts claimed, made a provision considered sufficient to cover the estimated losses as a result of the claims being made.

The table below shows the evolution of the Company’s provisions for contingencies:

The provision for contingencies related to civil processes on December 31, 2011, in the amount of R$114 million, include the cases in which Company was named as the successor in existing lawsuits in which the original debtor is a former shareholder of Cimob Companhia Imobiliária, among other group companies. The plaintiff alleges that Company should be held responsible for Cimob’s debts.

The Company is appealing all these decisions, believing that the Company’s inclusion in the lawsuits is legally unreasonable, thus aiming to release its amounts and ensuring recognition that it cannot be held responsible for the debt of a company with which it has no ties. The Company has won similar actions previously, definitively determining that it is not responsible for the debts of Cimob Companhia Imobiliária The final ruling on the Company’s appeal, however, cannot be foreseen at this time.

Other accounts payable – Current and Non-current

On December 31, 2011, the balance of other accounts payable was R$471 million, up 42% over the R$279 million on December 31, 2010. This variation is mainly due to provisions in the amount of R$135 million.

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Shareholders’ equity

The Company’s shareholders’ equity on December 31, 2011 was R$2.7 billion, down 25% or R$3.6 million over December 31, 2010.

Other accounts

Other accounts on the Company’s balance sheet not discussed in this analysis varied in the normal course of business or are of little importance in terms of the consolidated balance sheet.

Cash Flow

The table below summarizes that Company’s cash flow for the fiscal years indicated:

Cash Flow relative to the Fiscal Year Ended December 31, 2012 compared to 2011

Operating activities

In 2012, net cash used in operations totaled R$651 million, compared to negative R$809 million in 2011.

Investment activities

The net cash used in investment activities, including the acquisition of assets, equipment and new investments, was negative R$323 million in 2012.

Financing activities

The net cash generated by financing activities in 2012 totaled R$161 million, compared to R$697 million in 2011. This decline is explained by increased receivables credit assignment.

Cash Flow relative to the Fiscal Year Ended December 31, 2011 compared to 2010

Operating activities

The net cash used in operations in 2011 totaled R$809 million, compared with negative R$1.1 billion in 2010, mainly due to the increase in provisions for doubtful accounts in the amount from R$1.1 million in 2010 to R$106 million in 2011.

Investment activities

The net cash used in investment activities, including the acquisition of assets, equipment and new investments, was positive R$8 million in 2011.

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The Company’s disbursements during 2011 were largely related to the investments made in assets, mostly land bank for future developments, and equipment in the amount of R$(90) million, compared to the R$(63) million registered in 2010, an increase in securities redemption in the amount of R$2.5 billion in 2011, compared to R$2.1 billion in 2010 and the investment in marketable securities of R$(2.4) billion in 2011, compared to negative R$(1.9) billion in 2010.

Financing activities

The net cash generated by financing activities in 2011 totaled R$705 million, compared to R$920 million in 2010. This decline is explained by increased receivables credit assignment.

10.2.

Description of any significant revenue items

The Company’s revenues come mainly from the development and sale of real estate properties. To a lesser extent, it also earns revenue from providing real estate services, such as construction, technical and real estate management to third parties.

Factors that materially affected the operating results

The net operating revenue for the fiscal year ended December 31, 2010, was 12.6% higher than that of the previous year, at R$3,403.1 million, due to the expansion of the Company’s operations and the recognition of revenues from sales effected in prior periods.

The net operating revenue for the fiscal year ended December 31, 2011, was 13.6% lower than that of the previous year, at R$2,940.6 million, due to detailed review of the Company’s operations and its strategy defined in the second half of 2011, which includes, among other measures, detailed review of all construction budgets for its conclusion and review of the entire client portfolio of Construtora Tenda S.A. to confirm adequacy to financial institutions’ requirements.

The net operating revenue for the fiscal year ended December 31, 2012 was 34.4% higher than that of the previous year, at R$3,953.3 million, due to the recognition of revenue derived from sales contracted in previous periods and consolidation of the Company’s operating strategy defined in 2011. The revenue recognized in 2011 was negatively impacted by construction budget and cost review, as well as the review of the entire client portfolio of the Tenda brand.

The Company recognizes revenue from real estate developments according to their construction, based on a financial calculation of project completion and not at the moment that the sale contract is signed. The main impacts on revenue variations between the 2010, 2011 and 2012 fiscal years are changes in sales volumes and the Company’s introduction of new products and services, as well as a detailed review of the Company’s operations and strategy in 2011.

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The Company’s 34.4% revenue variation in 2012 as compared to 2011 is partially due to increased sales during previous periods. The revenue recognized in 2011 was negatively impacted by the construction budget and cost review, as well as the review of the entire client portfolio of the Tenda brand.

The Company recognizes the revenue from real estate developments according to construction based on a financial calculation of project completion, not at the moment that the sale contract is signed. The primary impacts on variations in revenue between the 2009, 2010 and 2011 fiscal years are changes in sales volumes and the Company’s introduction of new products and services, as well as the detailed review of the Company’s operations and strategy in 2011.

The Company’s revenue reduction of 13.6% in 2011 compared to the revenues from the same period in 2010 is mainly due to the detailed review of all construction budgets for their conclusion and the review of the entire client portfolio of Construtora Tenda S.A. to confirm their adequacy to the financial institutions’ requirements. In addition, as a consequence of the operating and strategy review, the Company has chosen to temporarily reduce the Tenda brand’s operations until we are able to operate efficiently under the segment’s guideline of production at competitive costs (using aluminum frame technology) and immediate transfer promptly after sales of clients to the financial institution.

The Company’s 12.6% revenue variation in 2010 as compared with 2009 is partially due to the 23.3% increase in sales during said periods. Likewise, the Company’s 73.7% revenue variation in 2009 as compared with 2008 is partially due to the 26% increase in sales during said periods.

As mentioned in item 5.1 of the Reference Form, the main indexers used in Company’s business plan are the INCC, IGP-M and CDI: INCC: (National Building Cost Index): most of the Company’s costs and all its revenue portfolio from unfinished projects are adjusted according to this index.

IGP-M: (General Market Price Index): all of the Company’s revenue portfolio from completed projects is adjusted according to this index.

CDI: (Interbank Deposit Certificate): all of the Company’s financial investments and roughly 50% of total indebtedness are pegged to the CDI.

Exchange rates: the Company does not have any debts or amounts receivable denominated in foreign currency.

Furthermore, none of the Company’s significant costs are denominated in foreign currency.

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The Company is active in practically all the income segments of buyers on the Brazilian housing market. To this end, it has a business platform that is suitable for executing its future plans and it currently has no intention of introducing or disposing of any operations.

On December 30, 2009, the Company’s incorporation of all shares of Construtora Tenda S.A. traded on the BM&FBOVESPA – São Paulo Stock, Commodities and Futures Exchange was approved, with Construtora Tenda S.A.’s shares being traded until February 8, 2010.With this merger, the Company now owns 100% of the total and voting capital of Construtora Tenda S.A. As a result, a capital stock increase of R$388.0 million was carried out and a capital reserve of R$60.8 million was constituted.

On May 28, 2010, the Company's incorporation of all shares issued by Shertis Empreendimentos e Participações S.A., whose principal asset is an equity holding representing 20% of the capital stock of Alphaville Urbanismo S.A., was approved. The purpose of this merger was to enable the implementation of the second stage of the investment program provided for under the Investment Agreement and Other Covenants executed by the Company and Alphaville Participações S.A. on October 2, 2006 to increase the Company’s share of Alphaville Urbanismo S.A.’s to 80%. As a result of this merger, Shertis Empreendimentos e Participações S.A. became a wholly-owned subsidiary of the Company, and the issue of 9,797,792 new common shares to Alphaville Participações S.A., previously a shareholder of Shertis Empreendimentos e Participações S.A., occasioned a capital stock increase of R$20.3 million.

There were no exceptional events or operations.

10.4.

Pronouncements (new or revised) and interpretations adopted starting in 2012 or applicable as of January 1, 2013

Pronouncements (new or revised) and interpretations adopted starting in 2012

The Company adopted all pronouncements (new or revised) and interpretations issued by the CPC that were in force on December 31, 2012.

Regarding the adoption of the pronouncements and interpretations listed below, which became effective as of January 1, 2012, these pronouncements and interpretations had no impact on the Company's separate and consolidated financial statements as at December 31, 2012. They are:·

• CPC 17 (R1) – Construction Contracts - CVM Resolution 691 of November 8, 2012;·
• CPC 18 (R1) - Investment in Subsidiaries and Affiliates - CVM Resolution 688 of October 4, 2012;·
• PC 30 (R1) – Revenues - CVM Resolution 692 of November 8, 2012;·
• CPC 35 (R2) – Separate Statements - CVM Resolution 693 of November 8, 2012;·
• CPC 40 (R1) – Financial Instruments: Disclosure - CVM Resolution 684 of August 30, 2012;·
• ICPC 08 (R1) – Accounting of proposed dividend payment - CVM Resolution 683 of August 30, 2012; and·
• ICPC 09 (R1) – Individual, separate and consolidated financial statements and application of the Equity Method - CVM Resolution 687 of August 4, 2012.

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Pronouncements (new or revised) and interpretations applicable to fiscal years starting as of January 1, 2013

The Pronouncements (new or revised) and interpretations listed below, issued by the CPC and resolved on by the CVM, have mandatory application for the fiscal years beginning on or after January 1, 2013. They are:

• CPC 18 (R2) - Investment in Subsidiaries, Affiliates and Joint Ventures - CVM Resolution 696 of December 13, 2012;
• CPC 19 (R2) – Joint Ventures - CVM Resolution 694 of November 23, 2012;
• CPC 33 (R1) – Benefits and employees - CVM Resolution 695 of December 13, 2012;
• CPC 36 (R3) – Consolidated Statements - CVM Resolution 698 of December 20, 2012;
• CPC 45 - Disclosure of shareholdings in other entities - CVM Resolution 697 of December 13, 2012; and
• CPC 46 - Fair value measurements - CVM Resolution 699 of December 20, 2012.

The Company is not an early adopter of these pronouncements (new or revised) and interpretations for its separate and consolidated financial statements as at December 31, 2012.

Based on preliminary analysis conducted to date, Management estimates that the adoption of CPCs 19 (R2) and 36 (R3) will significantly impact the Company's consolidated financial statements in 2013 as certain investments in joint ventures will no longer be proportionally consolidated and will be accounted for under the equity method.

As required by CPC 23 - Accounting Policies, Changes in Accounting Estimates and Correction of Errors, in its consolidated financial statements for 2013, the Company will adopt CPCs 19 (R2) and 36 (R3) retroactively (adjusting the comparative balances of 2012) and the management, based on preliminary analysis conducted to date, identifies below its best estimate of the possible impact on balances presented in 2012.

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Except for the potential impacts resulting from the adoption of CPC 19 (R2) and CPC 36 (R3) identified above, Management estimates that the adoption of the other pronouncements (new or revised) and interpretations should not significantly impact the Company's separate and consolidated financial statements and in 2013.

There were no material effects arising from the changes in accounting practices for fiscal years ended December 31, 2012, 2011 and 2010.

The report of the independent auditors on the financial statements for the fiscal year ended on December 31, 2012 emphasized the fact that the separate (parent company) and consolidated financial statements were prepared in accordance with the accounting practices adopted in Brazil, as stated in Note 2.1 to the financial statements. The consolidated financial statements prepared in accordance with the IFRS standards applicable to real estate development entities also consider Guidance OCPC 04 published by the Accounting Pronouncements Committee which addresses recognition of revenue for this sector. Certain issues regarding the meaning and application of the concept of continuous transfer of risk, benefits and control in the sale of residential units will be analyzed by the International Financial Reporting Interpretation Committee (IFRIC). Furthermore, due to the project to publish a revised standard for revenue recognition, IFRIC is discussing this matter, arguing that the concept of revenue recognition is addressed in the standard currently under discussion. Thus, it is expected that the matter be finalized only after publication of the revised standard for revenue recognition.

The report of the independent auditors on the financial statements for the fiscal year ended December 31, 2011 emphasized the fact that the separate (parent company) and consolidated financial statements were prepared in accordance with the accounting practices adopted in Brazil, as stated in Note 2 to the financial statements. The consolidated financial statements prepared in accordance with the IFRS standards applicable to real estate development entities also consider Guidance OCPC 04 published by the Accounting Pronouncements Committee which addresses recognition of revenue for this sector. Certain issues regarding the meaning and application of the concept of continuous transfer of risk, benefits and control in the sale of residential units will be analyzed by the International Financial Reporting Interpretation Committee (IFRIC). The results of this analysis could mean that real estate developers will have to revise their accounting practices regarding revenue recognition. Additionally, as described in Note 2.1.3, the financial statements as at December 31, 2010 were adjusted for certain items to recognize adjustments to net operating income and related tax effects arising from the review of construction budgets, imputed to the 2010 fiscal year.

The report of the independent auditors on the financial statements for the fiscal year ended on December 31, 2010 emphasized the fact that the separate (parent company) and consolidated financial statements were prepared in accordance with the accounting practices adopted in Brazil, as stated in Note 2 to the financial statements. The consolidated financial statements prepared in accordance with the IFRS standards applicable to real estate development entities also consider Guidance OCPC 04 published by the Accounting Pronouncements Committee which addresses recognition of revenue for this sector, as explained in greater detail in Note 2.4. Certain issues regarding the meaning and application of the concept of continuous transfer of risk, benefits and control in the sale of residential units will be analyzed by the International Financial Reporting Interpretation Committee (IFRIC). The results of this analysis could mean that real estate developers will have to revise their accounting practices regarding revenue recognition.

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The Independent Auditors’ Special Review Report on the Quarterly Information (ITR) for June 30, 2010 emphasized the preparation of the Quarterly Information (ITRs) in accordance with the accounting practices adopted in Brazil that were in effect on December 31, 2009, but not including CPC Technical Pronouncements, Interpretations and Guidance that came into effect, mandatorily, in 2010 and modify the accounting practices adopted in Brazil, pursuant to CVM Resolution no. 603 of November 10, 2009. Moreover, the Independent Auditors’ Special Review Report of the Quarterly Information (ITR) for June 30, 2010 states that the statements of income, changes in shareholders’ equity and cash flow for the quarter and half ended on June 30, 2009 were reviewed by other independent auditors, who issued a Special Review report without reservation, on July 31, 2009. This relates to the management’s decision to change its independent auditors, for strictly commercial reasons, as communicated to the market in a Notice to the Market disclosed on August 18, 2009. That change was also conducted with the consent of the previous independent auditors.

10.5. CRITICAL ACCOUNTING POLICIES OF THE COMPANY:

The consolidated Financial Statements for the fiscal years ending December 31, 2012, 2011 and 2010 were prepared in accordance with the generally accepted accounting practices in Brazil (BRGAAP), which include the Brazilian Securities and Exchange Commission (CVM) rules and the pronouncements, interpretations and guidelines of the Accounting Pronouncements Committee (CPC). Specifically, the consolidated financial statements are in compliance with the International Financial Reporting Standards (IFRS) applicable to real estate entities in Brazil, including Orientation OCPC 04 - Application of Technical Interpretation ICPC 02 to Brazilian Real Estate Entities regarding the recognition of revenue from this sector and involves matters relating to the meaning and application of the concept of continuous transfer of risks, benefits and control in the sale of real estate units.

Certain issues regarding the meaning and application of the concept of continuous transfer of risk, benefits and control in the sale of residential units will be analyzed by the International Financial Reporting Interpretation Committee (IFRIC) as requested by some countries, including Brazil. Furthermore, due to the project to publish a revised standard for revenue recognition, IFRIC is discussing this matter, arguing that the concept of revenue recognition is addressed in the standard currently under discussion. Thus, it is expected that the matter be finalized only after publication of the revised standard for revenue recognition. The results of this analysis could mean that real estate developers will have to revise their accounting practices regarding revenue recognition.

The consolidated financial statements were prepared based on the historical cost, except as otherwise stated, as described in the main accounting practices summary below. The historical cost is normally based on fair value of the compensation paid in exchange for assets.

Judgments, estimates and accounting premises

(i) Judgments

The preparation of the Company’s separate and consolidated financial requires that management make certain judgments and estimates, as well as adopt premises that affect the values presented for revenue, expenses, assets and liabilities, and the amount of contingent liabilities, on the base date of the financial statements. Assets and liabilities subject to estimates and premises include the useful life of a fixed asset, allowance for doubtful accounts and cancellations, allowance for construction delay fines, provision for a reduction in recoverable value (impairment), deferred asset taxes, provision for tax, labor and civil contingencies and the measurement of budgets for projects and financial instruments.

(ii) Estimates and premises

The main premises related to the sources of uncertainty regarding future estimates and other important doubts about estimates on the date of the balance sheet and that could result in different values to those booked, are discussed below:

a) Impairment of non-financial assets

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Management reviews, on annual basis or whenever a specific event occurs, the accounting value of the assets to evaluate events or changes in the economic, operating or technological conditions that might indicate deterioration or loss of recoverable value. Upon identification of impairment and if the net book value exceeds its recoverable value, a provision is created for devaluation, adjusting the net book value to the recoverable value. Those losses are entered into the fiscal year’s result upon their identification. The impairment test of intangible assets with undefined useful life and premium for expectation of future profitability is carried out at least once a year or when the circumstances indicate loss by devaluation of the accounting value.

The book value of an asset or cash-generating unit is defined as the highest between the useful value and the net selling value.

To calculate the useful value of the asset, the future cash flows are discounted to their present value using a discount rate before taxes that reflects the weighted average capital cost for the industry wherein the cash-generating unit operates.

The cash flows are derived from the budget for the next five years and do not include reorganization activities that the Company has still not committed to, or significant future investment that would improve the asset base of the cash generating unit subject to the test. The recoverable value is sensitive to the discount value used in the discounted cash flow method, as well as the future expected cash receivables and the growth rate used for extrapolation purposes.

The net sales value is determined, whenever possible, based on a firm sales agreement in a transaction under commutative bases between knowing and interested parties, adjusted by expenses attributable to the sale of the asset or, when there is no firm sales agreement, based on the market price from an active market, or on the prices of the most recent transaction with similar assets.

b) Inventories for sale

The properties for sale are stated at cost of construction, which does not exceed their net realizable value. In the case of buildings under construction, the portion in inventory corresponds to the cost incurred for units not yet sold.

The cost of properties for sale includes expenses incurred in acquiring land, construction (including foundation, structure, finishing and costs of construction materials), own and outsourced labor costs, and financial costs directly related to the projects.

The land can be acquired for in single or several cash installments, exchanged for real estate units of the building to be constructed, exchanged for finished units or units under construction of other projects or exchanged for receivables from future sales ventures. The land cost for the exchanged units consists of the estimated cash sale value, which is the fair value recorded in return for advances from exchange clients.

Interest on loans and financing directly linked to projects funded through the Housing Finance System and other lines of funding whose resources are used to finance the construction and land acquisition are capitalized during the development and construction phases and are appropriated to the result in the proportion of units sold.

The Company must, by policy, conduct annual testing for units under construction and completed units, comparing the unit cost of construction with the sales value of units in inventory. The premises normally used for calculating the recoverable value of the assets are based on the expected cash flows, economic viability of real estate projects that demonstrate the recoverability of assets, or market value, all discounted to present value.

The classification of land between current assets and non-current assets is performed by the Management based on the expected term for the launch of real estate projects. The Management periodically reviews the estimates of launches of real estate projects.

c) Transactions with stock-based payments

The Company measures the cost of transactions to be settled with shares with employees based on the fair value of the equity instruments on the date they are granted. The estimated fair value

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of payments made with shares requires the use of a valuation model more suited to the granting of such equity instruments and that depends on the terms and conditions they are offered under. This also requires the definition of more adequate data for the valuation model, including the useful life of the option, volatility, dividend yield and corresponding premises.

d) Provision for lawsuits

The Company recognizes a provision for ongoing/pending tax, labor and civil cases. The estimate of the probability of loss includes the evaluation of all the evidence available, the legal hierarchy, available jurisprudence, the most recent and pertinent decisions in the courts and their relevance to the ruling in question, as well an opinion from external counsel. The provisions are revised and adjusted to take any changes in circumstances into account, such as the statute of limitations, completion of tax audits or additional exposure identified based on new matters or court rulings. The settlement of the transactions involving these estimates may result in values different than those estimated as a result of the imprecision inherent in the process of determining their value. The Company revises its estimates and premises at least annually.

e) Fair value of financial instruments

When the fair value of financial assets and liabilities presented on the balance sheet cannot be obtained from the relevant asset market, it is determined using technical evaluation methods, including the discounted cash flow method.

The data for these methods is based on those practiced in the market, as and when possible. However, when this is not feasible, discretion is required to establish the fair value. This judgment includes considerations about the data used such as, for example, interest rate, liquidity risk, credit risk and volatility. Changes in the premises concerning these factors may affect the fair value of the financial instruments presented.

f) Budgeted Project Costs

The total budgeted costs, mainly comprised of the costs incurred and expected to be complete when the construction work is concluded, are regularly revised during the course of the project and the adjustments based on that review are reflected in the Company’s results. The effect of these reviews on the estimates affects the result, according to Technical Pronouncement CPC 23 –Accounting Policies, Change in Estimates and Correction of Errors.

f) Taxes

There are uncertainties concerning interpretation of complex tax regulations and about the value and time of future tax results. The Company and its subsidiaries are subject, in the normal course of business, to investigations, audits, lawsuits and administrative proceedings in tax and labor matters. Depending on the subject of the investigations, lawsuits or administrative proceedings filed against the Company and subsidiaries, we may be adversely impacted, irrespective of the actual final result.

g) Realization of the Deferred Income Tax

The initial and following analyses of the realization of deferred income tax occur when is it probable that the taxable profit of the next years will be available for offsetting the deferred tax asset based on results forecasts prepared and based on internal assumptions and future economic scenarios that enable their total or partial use if full credit is constituted.

A summary of the financial information related to Company’s main accounting practices is shown below.

Revenue and expense recognition

(i) The revenue and costs related to the real estate development units sold and not concluded of are appropriated to the result throughout the construction period according to the following procedures:

(a) For payments made in installments for completed units, the result is appropriated when the sale is made, independent of the contractual term for these receivables.

(b) For sales of incomplete units, the following procedures are observed:

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• The cost incurred (including the cost of land and other expenses directly related with inventory formation) corresponding to the units sold is fully appropriated in the result. For units not yet sold, the cost incurred is appropriated to inventory.
• The percentage of cost incurred for the units sold (including the cost of land) is calculated in relation to their total budgeted cost, with this same percentage applied to the revenue from units sold, adjusted for the terms and conditions defined in the sales contracts, thus determining the volume of revenue to be recognized directly proportional to cost;
• The amounts of sales revenue recognized which are higher than the values effectively received from clients are booked under “Accounts Receivable from services provided” in current or long-term assets; The amounts received related to the sale of units which are higher than the recognized revenue values are booked under the item: “Obligations for property purchases and client advances”;
• The interest and monetary restatement over the balance of accounts receivable after the keys are delivered, as well as the adjustment to present value of the balance of accounts receivable are appropriated to the result of contracted sales and property sales as and when incurred, observing the accrual basis of accounting for the fiscal years – ‘pro rata temporis’;
• The financial charges on accounts payable arising from the acquisition of land and directly related to construction financing are capitalized and registered to inventory of properties for sale and appropriated to the cost incurred with units under construction until completion, observing the same appropriation criteria of the real estate development cost for the units sold under construction, by deferred taxes, assets and liabilities;
• The tax levied and deferred on the difference existing between the real estate revenue and the accumulated revenue subject to taxation are calculated and included in the accounting upon recognition of this revenue difference.

Other revenue and expenses, including advertising and publicity, are booked in the result when incurred.

(ii) Construction services provided

Revenue derived from real estate services provided are recognized as the services are rendered and are linked to the activity of construction management for third parties and technical consulting.

(iii) Swap operations

A land swap is intended for the receipt of third party land for settlement by delivery of apartments or the transfer of installments from sales of real estate units. The value of the land acquired by the Company and its subsidiaries is determined based on the fair value of the real estate units to be delivered. The fair value of the land is registered under liabilities as a component of the land bank of properties for sale at the time of acquisition, in a contra account to advances from clients. The revenues and costs derived from swap operations are appropriated into the result throughout the construction period, as previously described in item (b).

(iv) ICPC 02 – paragraphs 20 and 21

In compliance with the requirements of the abovementioned ICPC, the amounts of revenue recognized and of incurred costs are shown in the income statement and advances received under the item “Obligations for real estate purchases and advances from clients.”

Consolidation of Financial Statements

Company’s consolidated financial statements include the statements of Gafisa, its direct and indirect subsidiaries and its joint ventures. Control over these entities is held when the Company has the power to control its financial and operating policies and is capable of attaining benefits and is exposed to risk from its activities. The subsidiaries and joint ventures are fully and proportionally consolidated, respectively, as of the date when full or shared control begins, until the date it ceases to exist. As of December 31, 2012, 2011 and 2010 the consolidated financial statements include full consolidation of the following companies, respectively:

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The accounting practices have been applied consistently in all subsidiaries and joint ventures included in the consolidated financial statements and the fiscal year of these companies coincides with that of the Company.

10.6. INTERNAL CONTROLS ADOPTED TO ENSURE THE RELIABILITY OF THE FINANCIAL STATEMENTS:

The Company’s Management, and especially the Chief Executive Officer and the Chief Financial and Investor Relations Officer, is responsible for implementing and maintaining a suitable internal control structure for the preparation of the financial statements.

The internal controls over the preparation of the Financial Statements are evaluated to ensure a reasonable level of confidence as to the reliability of the accounting information and the preparation of the financial statements in accordance with Brazilian accounting practices for outside disclosure. The Company’s internal controls over the preparation of the financial statements include policies and procedures that: (i) reflect precisely and appropriately the Company’s transactions and asset disposal; (ii) provide a reasonable degree of confidence that the transactions are recorded in such a way as to enable the preparation of the financial statements in accordance with Brazilian accounting practices and that the Company’s receipts and payments are in strict compliance with the authorizations granted by the Company’s management; and (iii) provide a reasonable degree of confidence regarding the timely prevention or detection of any unauthorized acquisition, use or disposal of Company assets that could have a material effect on the financial statements.

Due to their inherent limitations mentioned in item 10.6 (b) of this Reference Form, the Company’s internal controls over the preparation of the Financial Statements could fail to identify or prevent errors. By the same token, any forecast assessment of their future effectiveness is subject to the risk that the controls could become inadequate due to changing circumstances, or that the level of compliance of the Company’s policies and procedures could diminish.

The Company’s Management performed an assessment of the internal controls on the preparation of the Financial Statements as at December 31, 2011, based on the criteria established in the Internal Control –Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission - COSO, and, according to said methodology, concluded that, as of December 31, 2011, the Company’s Internal Control structure for the preparation of the Financial Statements was considered to be ineffective.

Finally, it should be pointed out that the Company meets all the corporate governance requirements of the BM&FBOVESPA’s Novo Mercado and Section 404 of the Sarbanes-Oxley Act.

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The Management lists below the shortcomings identified and recommendations regarding the internal controls mentioned in the independent auditor’s report with respect to the financial statements for the fiscal year ended on December 31, 2011:

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The Management was made aware of the shortcomings identified and respective recommendations and introduced a specific action plan addressing each of those shortcomings, which were all resolved during 2012.

It is important to note that the report from the independent auditors on internal controls for 2012 will only be presented to the Company upon review and opinion on financial statements in USGAAP.

10.7. FACTORS RELATING TO ANY PUBLIC OFFERING OF MARKETABLE SECURITIES:

The resources from Company’s follow-on stock offering in 2007 were allocated to land bank formation, expanding the Company’s activities, forming partnerships, providing working capital and covering the costs in relation to the offering.

The resources from the debenture issues were allocated to reinforcing working capital, that is, to finance the construction of residential units in real estate developments.

The proceeds from the Company’s follow on stock offering settled on March 29, 2010, were used for land bank acquisition, working capital, forming partnerships, making strategic acquisitions and launching new real estate developments.

The resources from the Company’s Promissory Notes issued in 2011 were allocated to reinforcing the Company’s working capital.

There was no significant diversion between the proposed allocation disclosed in the respective prospectus and the effective allocation of the proceeds.

Not applicable, as there were no significant diversions between the proposed allocation disclosed in the respective prospectus and the effective allocation of the proceeds.

10.8. SIGNIFICANT ITEMS NOT SHOWN IN THE COMPANY’S FINANCIAL STATEMENTS:

The Company does not have any material assets or liabilities that are not reflected in this form and in the Company’s financial statements and the notes thereto.

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The Company does not have any other items that are not shown in its financial statements.

10.9. REGARDING EACH ITEM NOT SHOWN IN THE FINANCIAL STATEMENTS, AS INDICATED IN ITEM 10.8:

10.10. KEY ELEMENTS OF THE COMPANY’S BUSINESS PLAN:

i. quantitative and qualitative description of investments that are in course or are foreseen

The Company’s net cash in 2012, which was used for investment, including the acquisition of land bank and equipment and undertaking new ventures, was negative R$322.9 million, mainly due to investments in property and equipment in the amount of R$114.8 million. Net cash in 2011 was negative R$6.9 million.

The Company’s net cash in 2011, which was used for investment, including the acquisition of land bank and equipment and undertaking new ventures, was negative R$6.9 million, mainly due to investments in property and equipment in the amount of R$105.6 million. Net cash in 2010 was R$6.9 million.

The Company’s net cash in 2010, which was used for investment, including the acquisition of land bank and equipment and undertaking new ventures, was positive R$122.9 million, mainly due to the follow-on offering carried out during the year, a net inflow of debt funding and the freeing up of restricted cash resources. Net cash in 2009 was R$762.2 million.

The Company’s disbursements during 2012 related mainly to investment in land bank, sales stands, software, and improvements, and totaled R$114.8 million, compared to R$105.6 million in 2011, and an increase in the level of restricted cash for loan guarantees in the amount of R$208.1 million in 2011, compared to a reduction in the level of restricted cash of R$98.7 million in 2011.

Company’s disbursements during 2011 related mainly to investment in the land bank, mainly land for future developments, and equipment in the amount of R$105.6 million, compared to R$63.5 million in 2010, and a reduction in the level of restricted cash for loan guarantees in the amount of R$98.7 million in 2011, compared to a reduction in the level of restricted cash of R$186.3 million in 2010.

The Company’s disbursements during 2010 related mainly to investment in land bank, principally land for future developments, and equipment in the amount of R$63.5 million, against R$45.1 million in 2009, and there was reduction in the level of restricted cash for loan guarantees of R$186.3 million in 2010, compared to an increase of R$717.1 million in 2009.

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ii. sources of investment financing

The Company relies on resources from the sale of treasury stock, the abovementioned corporate fundraising, debentures issues and lines of credit from the SFH (National Housing Finance Scheme).

iii. significant divestments that are in course or are foreseen

No significant divestments are in course or foreseen.

There have been no acquisitions of plant, equipment, patents or other assets that can materially affect the Company’s production capacity.

There are no new products or services.

10.11. OTHER FACTORS MATERIALLY IMPACTING THE COMPANY’S OPERATING PERFORMANCE THAT HAVE NOT BEEN IDENTIFIED OR DISCUSSED IN OTHER ITEMS IN THIS SECTION.

All significant information relevant to this subject has been disclosed in the items above.

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As per Appendix 24, item 13 of CVM Instruction no. 480 of December 17, 2009

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c. Main performance indicators that are taken into consideration in the determination of each compensation element:

For the determination of all the compensation items, the performance of the employee and his individual targets are taken into consideration, in accordance to what was achieved in comparison to the proposition and agreed for the year. Variable compensation is directly linked to the indicators contained in the Company's Scorecard, which is approved by the Board of Directors and which contains defined targets for the period, such as for example leverage, cash flow, EBITDA and sales volume, among others. 

d. How compensation is structured to reflect the evolution in performance indicators:

Any changes to the compensation items is directly linked to the performance of the individual and that of the Company and the reaching of targets in the period in question, while salary increases, the variation in salary multiples received in the form of bonuses and the quantity of options granted under the option plan are all directly linked to the performance demonstrated in the evaluated period.

e. How compensation policy or practice is aligned with the short, medium and long-term interests of the Company:

The practice adopted by the Company with regard to the various components of the total compensation is directly aligned to the short, medium and long-term interests of the Company. Fixed compensation reflects compensation below market practices, but, as the cycle in the segment is medium and long term, the Company believes that a significant portion of compensation should be remitted to these periods, fully in line with the Company performance monitoring and, therefore, reaffirming the sharing of risk and results between executives and the Company.

f. Existence of compensation supported by subsidiaries, controlled companies, or direct or indirect controlling shareholders:

There is no compensation supported by subsidiaries, controlled companies, or direct or indirect controlling shareholders of the company.

g. Existence of any compensation or benefit linked to the occurrence of any particular corporate event, such as the sale of control of the Company:

There is no compensation or benefit linked to the occurrence of any particular corporate event, such as the sale of control of the Company.

13.2. Concerning the compensation recognized in the results of the last 3 financial years and expected for the current financial year, for the Board of Directors, the statutory Executive Board and the Fiscal Council:

Notes:

1. The number of members of each body corresponds to the annual average of the number of members of each body measured on a monthly basis.

2. The amounts stated as fixed annual compensation for the Board of Directors and the Fiscal Council are the amounts effectively paid to all members of the Board of Directors and the Fiscal Council in 2010.

3. The amounts stated of bonus correspond to the amounts paid.

The information contained in the presented Financial Statements refers to the pro-labore of the Board of Directors, Fiscal Council and Statutory Executive Board.

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