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CYRELA BRAZIL REALTY S/A EMPREENDIMENTOS E PARTICIPAÇÕES

CORPORATE TAXPAYER NUMBER (CNPJ/MF): 73.178.600/0001-18

COMPANY REGISTRY (NIRE) 35.300.137.728

A PUBLICLY-HELD COMPANY

Minutes of the Meeting of the Board of Directors

DATE, TIME AND VENUE: September 20, 2012, at 10:00 p.m. at the Company’s headquarters,

located at Avenida Engenheiro Roberto Zuccolo, 555, 1st floor, room 1001, Postal Code 05307-

190, in the city and state of São Paulo

CALL NOTICE AND ATTENDANCE: Roll call was waived since all the members of the

Company’s Board of Directors were in attendance, in compliance with Article 30, Paragraph 1, of

the Company's Bylaws, namely: Messrs. Elie Horn, Rogério Jonas Zylberstajn, George Zausner,

Rafael Novellino, Fernando Goldztein, Sérgio Agapito Lires Rial, João Cesar de Queiroz Tourinho

and Vicente Falconi Campos (“Members”).

PRESIDING BOARD: Chairman: Mr. Elie Horn; Secretary: Mr. Claudio Carvalho de Lima

Agenda: To examine, discuss and deliberate on (i) the fiduciary assignment as collateral of: (a)

receivables arising from the sale of real estate in projects owned by Corporations controlled

directly or indirectly by Cyrela Brazil Realty S/A Empreendimentos e Participações; and (b) current

and future amounts deposited in a bank account to be opened by the Company, as described in

the Contract for Fiduciary Assignment of Receivables and Rights to Bank Accounts (“Assignment

Contract”), to be signed by the Company as a guarantee for the fulfillment of all the obligations

arising from the Bank Credit Note to be issued by Cyrela Brazil Realty S.A. Empreendimentos E

Participações (“Cyrela”) in the total amount of two hundred million reais (R$200,000,000.00) to the

benefit of Banco do Brasil S.A., as well as all ancillary obligations, including yield interest rates,

fines, delay interest, court and out-of-court costs and expenses, taxes and any other expenses that

may be incurred in the collection of the aforementioned Bank Credit Note up to fifty (50) percent of

the outstanding amount due under the aforementioned Bank Credit Note (“Fiduciary Assignment”);

and (ii) other issues of interest to the Company.

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Resolutions: After careful examination and discussion, all Directors decided by unanimity of vote

to approve (i) under the terms of Section 142, subsection VIII, of Law 6404 dated December 15,

1976, as amended (“Brazilian Business Corporation Act”), the Fiduciary Assignment related to the

units in the following projects: (a) “Reserva Jardim”, located at Rua Abelardo Bueno, 1000, Barra

da Tijuca, Postal Code 22.775-040, in the city and state of Rio de Janeiro; and (b) “Allori Vila

Romana”, located at Rua Fábia, 138, Lapa, Postal Code 05051-030, in the city and state of São

Paulo, as a guarantee for the fulfillment of all the obligations arising from the Bank Credit Note to

be issued by Cyrela in the total amount of two hundred million reais (R$200,000,000.00), as well

as all ancillary obligations, including yield interest rates, fines, delay interest, court and out-of-court

costs and expenses, taxes and any other expenses that may be incurred in the collection of the

aforementioned Bank Credit Note up to fifty (50) percent of the outstanding amount due under the

aforementioned Bank Credit Note; in addition, (ii) the Company's Executive Officers–as well as

their proxies who have been granted the relevant rights–are authorized to sign all the documents

and perform all the acts required to issue the Bank Credit Note and approved herein.

ADJOURNMENT: There being no further business to be addressed, the Chairman adjourned the

meeting. These minutes were then drafted, read out, approved and signed by all attendees. Board

members in attendance: Messrs. Elie Horn, Rogério Jonas Zylberstajn, George Zausner, Rafael

Novellino, Fernando Goldztein, Sérgio Agapito Lires Rial, João Cesar de Queiroz Tourinho and

Vicente Falconi Campos (“Members”). Chairman: Mr. Elie Horn; Secretary: Mr. Claudio Carvalho

de Lima.

This is a true and correct copy of the original drafted in the proper book.

São Paulo, September 03, 2012

Elie Horn

Chairman

Claudio Carvalho de Lima Secretary