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GAFISA S.A.  

Publicly Listed Company

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

Corporate Registry ID (NIRE) 35.300.147.952

MATERIAL FACT

GAFISA S.A. (BOVESPA: GFSA3, NYSE: GFA) (“Gafisa” or “Company”), in compliance with the provisions of paragraph 4 to article 157 of Law n. 6.404/76 and CVM Instruction n. 358/2002, hereby publicly discloses what follows:

1.                         In addition to the Material Fact released on June 1^st, 2012 regarding the Third Phase of the Investment Agreement and Other Covenants entered into on 10.02.2006 (“Investment Agreement”), which established rules and conditions for Gafisa acquiring and holding shares of the corporate capital of Alphaville Urbanismo S.A. (“AUSA”), the Company informs that having the final amount of the operation established as R$358,985,424.41, the Company has notified Alphapar – Alphaville Participações S.A. on the present date that the implementation of said Phase will be through the issuance of 70,251,551 common shares, issued by Gafisa, as set forth in the Investment Agreement.

2.                         The Company also informs that is currently working on the definition of steps and schedule of the implementation of Third Phase, as well as obtaining approval from all competent administrative body. The Company will release the necessary information to all shareholders and the market opportunistically.

São Paulo, June 6, 2012.