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Disclaimer
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Important notices
In connection with the announced transaction between Gafisa S.A. ("Gafisa") and its 60% owned
subsidiary Construtora Tenda S.A. ("Tenda", together with Gafisa, "Companies") ("Transaction"), as
disclosed in the material fact dated 21 October 2009 ("Material Fact"), we were requested by Gafisa
to prepare a valuation of the exchange ratio between shares of Tenda and Gafisa in the proposed
merger of shares of Tenda into Gafisa ("Valuation").
The Transaction encompasses the merger of all outstanding shares of Tenda into Gafisa ("Merger of
Tenda's Shares"). Gafisa's shares received by Tenda's shareholders will be traded on BM&FBOVESPA's
Novo Mercado segment.
According to the Material Fact, Gafisa's management believes that an adequate exchange ratio should
range between 0.188 and 0.200 shares of Gafisa per one share of Tenda. This interval corresponds to
the high and low average ratios between the closing share prices of Tenda and Gafisa in each of the
various periods comprised between (a) the date of release of the Material Fact and the 30th day
preceding the date of the Material Fact and (b) the date of release of the Material Fact and the
180th day preceding the date of the Material Fact.
In order to prepare our valuation, as instructed by Gafisa, we based our analysis exclusively in
information publicly available as of the date of the Valuation. Therefore, we, among other things,
(i) reviewed certain financial and commercial information publicly available regarding the
Transaction; (ii) reviewed certain audited financial statements, publicly available, of Gafisa,
Tenda and other comparable companies in the real estate sector operating in Brazil ("Sector
Companies"); (iii) analyzed the share price of Companies in the market; and (iv) analyzed comparable
valuation metrics of the Companies and the Sector Companies.
For purposes of preparing our Valuation, we did not undertake to perform an independent verification
of any financial, legal, commercial or other information used, reviewed or considered by us for this
work, and we assumed and trusted, with Gafisa's consent and without any independent investigations,
the accuracy, content, truthfulness, consistency, completeness, sufficiency and integrality of the
financial, accounting, legal and tax information available in public domain analyzed by us. In this
sense, we based our valuation on such information, considering such information exact and complete
in all its material aspects. We have also assumed that, according to Gafisa's statement, no relevant
changes have occurred since the base date of this Valuation in connection with the assets, financial
condition, result of the transactions, business or perspectives of the Companies and in this extent
no material adverse effects have occurred with respect to Gafisa's business, financial and assets.
We did not and will not assume herein any responsibility for the independent verification of said
information or for conducting an independent verification or appraisal of any of the assets or
liabilities (contingent or otherwise) of the Companies. As a result, we do not assume any
responsibility related to the accuracy, truthfulness, integrality, consistency and sufficiency of
the information which we based the Valuation upon. Moreover, we have not undertaken to conduct, and
did not in fact conduct, any physical inspection of the properties, assets or premises of the
Companies.
GAFISA 1 ROTHSCHILD
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