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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”), 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.                       The Company has been notified by Alphaville Participações S.A. (“ALPHAPAR”) about the petition filed today before the Brasil-Canadá Chamber of Commerce requiring the initiation of the arbitration proceeding aiming at solving the dispute arisen within the context of 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 all the shares of the corporate capital of Alphaville Urbanismo S.A. (“AUSA”).

2.                       The dispute consists on the interpretation of the Investment Agreement. As previously informed in the Material Fact dated as of June 8, 2012, Gafisa understands that, for the purpose of implementing the Third Phase, should be issued 70,251,551 common shares, with issuance price of R$5.11, while ALPHAPAR expressed different understanding, based on what should allegedly prevail the issuance price of R$3.70, with the issuance of 97.055.876 common shares of Gafisa. The management of Gafisa and its legal advisors believe that such understanding has no grounds on the Investment Agreement.

3.                       In view of the above, the implementation of the Third Phase and, therefore, the issuance of new shares by Gafisa will depend on the final decision at the arbitration process. The Company will keep all shareholders and the market informed about any developments.

São Paulo, July  3^rd, 2012.