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Shareholders Notice: Gafisa Announces Glass Lewis Proxy Advisory Firm Supports All Management Proxy Proposals

Stocks in this article: GFA

Gafisa S.A. (Bovespa: GFSA3; NYSE: GFA), Brazil’s leading diversified national homebuilder, today announced that Glass Lewis & Co., a leading independent governance analysis and proxy voting firm serving institutional investors that collectively manage more than US$15 trillion, issued a report recommending approval by shareholders of all proxy items proposed for Gafisa’s Extraordinary General Meeting (EGM) and Annual General Meeting of Shareholders (AGM) on May 11, 2012. The report includes a recommendation to vote “FOR” the slate of nine directors nominated by management.

The Glass Lewis report recommends a vote “FOR” the reelection of all six current directors including, Caio Racy Mattar, Gerald Dinu Reiss, Jose Écio Pereira da Costa Junior, Henri Phillippe Reichstul, Maria Leticia de Freitas Costa and Odair Garcia Senra in addition to the three new nominees, Rodolpho Amboss, Ricardo Campos Caiuby Ariani and José Guimarães Monforte.

The board members that comprise the management slate are well-balanced and are best positioned to lead the Company forward as it executes its strategic business plan. The group combines many years of experience in the real estate and construction sectors, extensive executive leadership capabilities, public company board experience and, professions in legal, finance, audit and strategic consulting.

In the analysis, Glass Lewis stated:

“To the best of our knowledge, [the dissident] has not put forward a sufficiently cogent rationale for abstaining from or voting against management’s slate.”

“Having reviewed the board’s nominees, we do not believe there are substantial issues for shareholder concern. Accordingly, we recommend that shareholders vote FOR this proposal.”

The report also notes, “that since requests for a separate election are generally made at the [AGM] meeting, and requests for cumulative voting are made after instructions from those voting by proxy are sent, shareholders voting by proxy are generally unable to participate in the election of the minority shareholder-nominated candidates.”

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