Gafisa Acquires AlphaVille Urbanismo
                                           Conference Call
                                           Sao Paulo, October 3rd, 2006




AlphaVille Developments




                                                                          AlphaVille Graciosa - PR                         AlphaVille Fortaleza - CE




                  Vila dos Ingleses - MG   AlphaVille Campinas - SP
                                                                                          Investor Relations Contact:
                                                                                          Gustavo Felizzola
                                                                                          ir@gafisa.com.br

                                                                                          Conference Call
                                                                                          São Paulo October 3rd, 2006
                                                                                          12PM (Brasilia Time), 11AM (US-ET)           1
                                                                                          Phone: +1 (973) 935-8757
                                                                                          Code: 7947080
                                                                                          Webcast: http://www.gafisa.com.br/ir
AlphaVille Strengthens Gafisa’s Position as a Premier Growth Opportunity




                                Industry Leadership and
                                     Strong Brand
                                      Recognition
                                                           Professional Management
        Robust Housing Growth                                        and
                                                           Established Organization


                                                           World-class Shareholders
              Geographic                                       and the Highest
             Diversification                                Standards of Corporate
                                                                 Governance
                                Efficient Business Model
                                and Strategic Land Bank




                                                                                      2
AlphaVille Urbanismo
      AlphaVille Urbanismo is the largest and only nationwide community development company in Brazil, with no
      major competitors to date
      The Company transforms large rural acreage into urbanized lots, developing all required infrastructure
      (water, sewage, electricity, roads), as well as facilities such as sports club, high-rise monitored fences, for
      subsequent sale
      AlphaVille does not get involved in the construction of the houses, which is done by the buyers
      AlphaVille’s residential communities (lots) are targeted at upper and upper-middle class families in the
      outskirts of metropolitan regions throughout Brazil



  Characteristics of an AlphaVille Community1
                              Residential Area                 Parks




                                                                                    Residential Area




        Business Area              AlphaVille Club       Business Area   Residential Area

                        Multi-family Area        Golf Course


     Note (1): Based on AlphaVille Graciosa (located in Curitiba, Paraná)                                           3
Financing the Transaction
 Gafisa will acquire 100% of AlphaVille over the next 5 years

      The transaction involves the purchase of 100% of Alphaville’s shares for cash and stock
      divided in 3 phases as described below:

           Phase 1 – acquisition of 60% of Alphaville shares for R$20 million cash at the date of the
           closing; and issuance of 6,477,718 new Gafisa’s shares @R$28.05 valued at
           approximately R$181.7 million to current Alphaville shareholders;

           Phase 2 – acquisition of 20% of Alphaville shares in exchange for Gafisa’s shares 36
           months after the closing of the transaction;

           Phase 3 – acquisition of the remaining 20% of Alphaville shares in exchange for Gafisa’s
           shares 60 months after the closing of the transaction;

      The share price Alphaville for the 2nd and 3rd phases will be calculated based on valuation
      done by an independent institution based on the Discounted Cash Flow Method.

      Alphaville shareholders are expected to own approximately 5.9% of Gafisa after the 1st phase
      of the transaction.




                                                                                                   4
Attractive Valuation
 Multiples Analysis
      Gafisa's Financials (R$ million, as of June 30th 2006)
      # shares (mm)                                                                                102.6
      Minority Interest                                                                               0.0
      Net Debt (Net Cash)                                                                         (147.0)
      Enterprise Value (EV)                                                                       2,744.1


      EBITDA 2008E (1)                                                                             271.3
      Earnings 2008E (1)                                                                           218.4
      Note (1): Based on Analysts Consensus Estimates (Deutsche Bank, Itau, Merrill Lynch, UBS)




      EV / EBITDA
      Transaction EV / EBITDA 2008E                                                                 5.9x
      Gafisa's EV / EBITDA 2008E                                                                   10.1x
      Discount over Gafisa´s Multiple (2)                                                          41.6%


      P/E
      Transaction P/E 2008E                                                                         7.6x
      Gafisa's P/E 2008E                                                                           13.2x
      Discount over Gafisa´s Multiple (2)                                                          42.2%
      Note (2): Based on Gafisa's stock price of R$28.05


                                                                                                            5
Attractive Economics
 The segment presents higher margins and lower cash exposure than that of residential buildings

                                                    The Gold-SP                           Blue -RJ                   Side Park - SP              Lorian - SP




                                              High-End                   Middle and Mid-High             Affordable Entry Level        Residential Lots

  Size                                   100 to 500 sq.m                    70 to 150 sq.m                    45 to 65 sq.m           100 to 1,000 sq.m

  # of Units                                 up to 100                        150 to 300                        100 to 500               100 to 400

  Price Range                               Above 400K                     R$ 150k to 400K                   R$ 70k to 130K              Up to 300k

  Household Income¹                      Above R$150,000               R$ 70,000 to R$150,000           R$ 32,000 to R$ 62,000             Diverse

                                                                        Commercial Banks and              100% CEF (directly to
  Financing                             Provided by Gafisa                                                                            Provided by Gafisa
                                                                               CEF                              buyer)

  Average Price sq.m                      Above R$3,600                 R$ 2,000 to R$ 3,600              R$ 1,800 to R$ 2,000         R$ 150 – R$ 800

  % of Gafisa Launches in
                                                19%                               62%                               2%                       10%
  2006²

  Typical Project Margin                        37%                               31%                               28%                      44%

  Cash exposure / Total Sales                                                   30-35%                                                     10-15%

          Notes:                                                                                                                                           6
          ¹ Annual household income. ² Gafisa has commercial buildings which accounted for the remaining 7% of the 2006 Launches
Unparallel market positioning
 With its Strong Brand Recognition and Nationwide Presence, AlphaVille has no Comparable Competitor

  AlphaVille’s National Reach                         Leadership position: Alphaville is the uncontested
                                                      leader in the segment

                                                      Proven track record: The AlphaVille concept has been
                                                      very well accepted throughout the country, present in
                                                      35 cities and 16 states

                                                      Strong      brand:     A     recognized     high-quality
                                                      infrastructure, high-quality after-sale customer
                                                      service, and efforts to create a strong sense of loyalty
                                                      and community between its clients are among the
                                                      characteristics that the “AlphaVille” brand carries
                                                      within its target markets. This strong brand allows it
                                                      to charge a premium over its competitors in every
                                                      market it competes and facilitates new partnerships.


                                                     Some of AlphaVille’s Awards (2005)
        AlphaVille

        Gafisa

                                                       Top de       Master      Superbrands   FIABCI   Pop List
                                                      Marketing   Imobiliário
                                                       2005          2005           2005       2005     2005




                                                                                                            7
High Entry Barrier Segment
 The segment is characterized by a long approval process for new developments…

                         Partnership /         Approval
    Prospective /                                                 Marketing
                             Land                 and                              Construction         Occupation
    Strategic Analysis                                             & Sales
                          Acquisition         Registration

                         3 years                                1 years            2 years

    Prospective /        Analysis involving legal, environmental, urban, technical and market aspects (e.g. price,
    Strategic Analysis   demand, competition and adherence to concept) to opportunistically invest in

    Partnership / Land   Signature of a Partnership Agreement with the land owner or a selective acquisition of
    Acquisition          the land
                         Development of a detailed Master Plan to be submitted to authorities for approval
                         process
    Approval and
    Registration         This process takes on average 3 years (compared to Gafisa’s 6 months) and involves
                         interactions with Federal, State and Municipal authorities, thereafter the development
                         is registered at the municipality and is ready for commercialization
    Marketing
                         After the launching, AlphaVille starts pre-selling the units during the construction phase
    & Sales
                         (similar to Gafisa)

                         AlphaVille works as Construction Manager with the construction outsourced with third-
    Construction
                         party companies

                         In the last phase, clients are free to build their houses and AlphaVille support the
    Occupation
                         establishment of the community’s “management council”
                                         It is unlikely that any competitor would be able to replicate AlphaVille’s
                                                                   current position and strength in the near future
                                                                                                                     8
High growth with relatively low risk
 AlphaVille has a sizable and virtually non-replicable land bank with a potential PSV of R$2billion

  Land Bank¹

                                                                          %
                      Usable Area                     Future Sales
                                    Potential Units                    acquired
                        (sq.m)                          (R$000)
                                                                       by swap


   Southeast           4,926,325        9,213          1,138,151         93%

   Northeast           2,626.057        3,461           566,646          100%

   South                746,533         1,430           155,278          100%

   Mid-West             502,757          926            104,954          27%

   North                162,121          438             32,424          100%

   Total              8,963,794        15,467          1,997,452         92%

   ¹ As of 06/30/06




                                                      Between 2006 and 2010 the Company expects to launch 46
                                                         developments, of which 42 are already in the land bank
                                                                                                             9
This combination offers attainable synergies
 We expect both companies to benefit from future synergies


      Cross-selling opportunities of Gafisa’s residential buildings in AlphaVille’s lots

      Utilization of AlphaVille’s wide experience with local authorities and business partners in
      over 35 cities in 16 states to further accelerate Gafisa’s geographical expansion

      AlphaVille will greatly benefit from Gafisa’s financial expertise, allowing it to optimize its
      capital structure and provide customers with better products




                                                                                                  10
Selected Combined Operating Data (Pro-forma)




                                          Gafisa                         Alphaville                 Gafisa + Alphaville (Pro-forma)
 (R$ million, except when
 indicated)                   2003A        2004A      2005A     2003A       2004A       2005A      2003A        2004A           2005A
 Number of Launches               20          11         21         3            4           4        23            15                 25
 Launches (R$ '000)          377.356     206.942     651.815    57.415    141.521      176.492    434.771      348.463         828.307
 Usable Launched Area (m2)   179.437     133.393     514.068   656.720   1.151.898    1.170.096   836.157    1.285.291       1.684.164
 Price per sq.m (1)           2.701,0     2.725,0    2.768,0     146,6       200,2       263,7        na            na                 na
 Number of Units                1790        1132       2446       687         1089        1555      2477          2221            4001

 Note: (1) Price per sq.m for Gafisa excludes lots




                                                                                                                                      11
Governance at AlphaVille
 Alphaville’s capabilities will remain with the company after the transaction is complete.

      Nuno Luiz Alves and Renato Albuquerque will retain 40% of Alphaville going forward
      Nuno Luiz Alves will remain as CEO
      Alphaville will operate as a subsidiary of Gafisa
      Alphaville’s Board of Directors will be composed by 5 members of whom 3 will be indicated
      by Gafisa. Nuno and Renato will be the other two board members
      Gafisa will seek shareholder approval for the indication of Mr. Renato Albuquerque as a
      Board Member of Gafisa.



     Gafisa’s Pro-Forma Corporate Structure after Consummation of the Transaction (Phase 1)

                                                 Gafisa S.A.

                                                                                           60%


        SPE A           SPE B            SPE C                 ...   Gafisa Vendas   Alphaville




                                                                                                  12
AlphaVille Strengthens Gafisa’s Position as a Premier Growth Opportunity




                                Industry Leadership and
                                     Strong Brand
                                      Recognition
                                                           Professional Management
        Robust Housing Growth                                        and
                                                           Established Organization


                                                           World-class Shareholders
              Geographic                                       and the Highest
             Diversification                                Standards of Corporate
                                                                 Governance
                                Efficient Business Model
                                and Strategic Land Bank




                                                                                      13

1Q06 Presentation

  • 1.
    Gafisa Acquires AlphaVilleUrbanismo Conference Call Sao Paulo, October 3rd, 2006 AlphaVille Developments AlphaVille Graciosa - PR AlphaVille Fortaleza - CE Vila dos Ingleses - MG AlphaVille Campinas - SP Investor Relations Contact: Gustavo Felizzola ir@gafisa.com.br Conference Call São Paulo October 3rd, 2006 12PM (Brasilia Time), 11AM (US-ET) 1 Phone: +1 (973) 935-8757 Code: 7947080 Webcast: http://www.gafisa.com.br/ir
  • 2.
    AlphaVille Strengthens Gafisa’sPosition as a Premier Growth Opportunity Industry Leadership and Strong Brand Recognition Professional Management Robust Housing Growth and Established Organization World-class Shareholders Geographic and the Highest Diversification Standards of Corporate Governance Efficient Business Model and Strategic Land Bank 2
  • 3.
    AlphaVille Urbanismo AlphaVille Urbanismo is the largest and only nationwide community development company in Brazil, with no major competitors to date The Company transforms large rural acreage into urbanized lots, developing all required infrastructure (water, sewage, electricity, roads), as well as facilities such as sports club, high-rise monitored fences, for subsequent sale AlphaVille does not get involved in the construction of the houses, which is done by the buyers AlphaVille’s residential communities (lots) are targeted at upper and upper-middle class families in the outskirts of metropolitan regions throughout Brazil Characteristics of an AlphaVille Community1 Residential Area Parks Residential Area Business Area AlphaVille Club Business Area Residential Area Multi-family Area Golf Course Note (1): Based on AlphaVille Graciosa (located in Curitiba, Paraná) 3
  • 4.
    Financing the Transaction Gafisa will acquire 100% of AlphaVille over the next 5 years The transaction involves the purchase of 100% of Alphaville’s shares for cash and stock divided in 3 phases as described below: Phase 1 – acquisition of 60% of Alphaville shares for R$20 million cash at the date of the closing; and issuance of 6,477,718 new Gafisa’s shares @R$28.05 valued at approximately R$181.7 million to current Alphaville shareholders; Phase 2 – acquisition of 20% of Alphaville shares in exchange for Gafisa’s shares 36 months after the closing of the transaction; Phase 3 – acquisition of the remaining 20% of Alphaville shares in exchange for Gafisa’s shares 60 months after the closing of the transaction; The share price Alphaville for the 2nd and 3rd phases will be calculated based on valuation done by an independent institution based on the Discounted Cash Flow Method. Alphaville shareholders are expected to own approximately 5.9% of Gafisa after the 1st phase of the transaction. 4
  • 5.
    Attractive Valuation MultiplesAnalysis Gafisa's Financials (R$ million, as of June 30th 2006) # shares (mm) 102.6 Minority Interest 0.0 Net Debt (Net Cash) (147.0) Enterprise Value (EV) 2,744.1 EBITDA 2008E (1) 271.3 Earnings 2008E (1) 218.4 Note (1): Based on Analysts Consensus Estimates (Deutsche Bank, Itau, Merrill Lynch, UBS) EV / EBITDA Transaction EV / EBITDA 2008E 5.9x Gafisa's EV / EBITDA 2008E 10.1x Discount over Gafisa´s Multiple (2) 41.6% P/E Transaction P/E 2008E 7.6x Gafisa's P/E 2008E 13.2x Discount over Gafisa´s Multiple (2) 42.2% Note (2): Based on Gafisa's stock price of R$28.05 5
  • 6.
    Attractive Economics Thesegment presents higher margins and lower cash exposure than that of residential buildings The Gold-SP Blue -RJ Side Park - SP Lorian - SP High-End Middle and Mid-High Affordable Entry Level Residential Lots Size 100 to 500 sq.m 70 to 150 sq.m 45 to 65 sq.m 100 to 1,000 sq.m # of Units up to 100 150 to 300 100 to 500 100 to 400 Price Range Above 400K R$ 150k to 400K R$ 70k to 130K Up to 300k Household Income¹ Above R$150,000 R$ 70,000 to R$150,000 R$ 32,000 to R$ 62,000 Diverse Commercial Banks and 100% CEF (directly to Financing Provided by Gafisa Provided by Gafisa CEF buyer) Average Price sq.m Above R$3,600 R$ 2,000 to R$ 3,600 R$ 1,800 to R$ 2,000 R$ 150 – R$ 800 % of Gafisa Launches in 19% 62% 2% 10% 2006² Typical Project Margin 37% 31% 28% 44% Cash exposure / Total Sales 30-35% 10-15% Notes: 6 ¹ Annual household income. ² Gafisa has commercial buildings which accounted for the remaining 7% of the 2006 Launches
  • 7.
    Unparallel market positioning With its Strong Brand Recognition and Nationwide Presence, AlphaVille has no Comparable Competitor AlphaVille’s National Reach Leadership position: Alphaville is the uncontested leader in the segment Proven track record: The AlphaVille concept has been very well accepted throughout the country, present in 35 cities and 16 states Strong brand: A recognized high-quality infrastructure, high-quality after-sale customer service, and efforts to create a strong sense of loyalty and community between its clients are among the characteristics that the “AlphaVille” brand carries within its target markets. This strong brand allows it to charge a premium over its competitors in every market it competes and facilitates new partnerships. Some of AlphaVille’s Awards (2005) AlphaVille Gafisa Top de Master Superbrands FIABCI Pop List Marketing Imobiliário 2005 2005 2005 2005 2005 7
  • 8.
    High Entry BarrierSegment The segment is characterized by a long approval process for new developments… Partnership / Approval Prospective / Marketing Land and Construction Occupation Strategic Analysis & Sales Acquisition Registration 3 years 1 years 2 years Prospective / Analysis involving legal, environmental, urban, technical and market aspects (e.g. price, Strategic Analysis demand, competition and adherence to concept) to opportunistically invest in Partnership / Land Signature of a Partnership Agreement with the land owner or a selective acquisition of Acquisition the land Development of a detailed Master Plan to be submitted to authorities for approval process Approval and Registration This process takes on average 3 years (compared to Gafisa’s 6 months) and involves interactions with Federal, State and Municipal authorities, thereafter the development is registered at the municipality and is ready for commercialization Marketing After the launching, AlphaVille starts pre-selling the units during the construction phase & Sales (similar to Gafisa) AlphaVille works as Construction Manager with the construction outsourced with third- Construction party companies In the last phase, clients are free to build their houses and AlphaVille support the Occupation establishment of the community’s “management council” It is unlikely that any competitor would be able to replicate AlphaVille’s current position and strength in the near future 8
  • 9.
    High growth withrelatively low risk AlphaVille has a sizable and virtually non-replicable land bank with a potential PSV of R$2billion Land Bank¹ % Usable Area Future Sales Potential Units acquired (sq.m) (R$000) by swap Southeast 4,926,325 9,213 1,138,151 93% Northeast 2,626.057 3,461 566,646 100% South 746,533 1,430 155,278 100% Mid-West 502,757 926 104,954 27% North 162,121 438 32,424 100% Total 8,963,794 15,467 1,997,452 92% ¹ As of 06/30/06 Between 2006 and 2010 the Company expects to launch 46 developments, of which 42 are already in the land bank 9
  • 10.
    This combination offersattainable synergies We expect both companies to benefit from future synergies Cross-selling opportunities of Gafisa’s residential buildings in AlphaVille’s lots Utilization of AlphaVille’s wide experience with local authorities and business partners in over 35 cities in 16 states to further accelerate Gafisa’s geographical expansion AlphaVille will greatly benefit from Gafisa’s financial expertise, allowing it to optimize its capital structure and provide customers with better products 10
  • 11.
    Selected Combined OperatingData (Pro-forma) Gafisa Alphaville Gafisa + Alphaville (Pro-forma) (R$ million, except when indicated) 2003A 2004A 2005A 2003A 2004A 2005A 2003A 2004A 2005A Number of Launches 20 11 21 3 4 4 23 15 25 Launches (R$ '000) 377.356 206.942 651.815 57.415 141.521 176.492 434.771 348.463 828.307 Usable Launched Area (m2) 179.437 133.393 514.068 656.720 1.151.898 1.170.096 836.157 1.285.291 1.684.164 Price per sq.m (1) 2.701,0 2.725,0 2.768,0 146,6 200,2 263,7 na na na Number of Units 1790 1132 2446 687 1089 1555 2477 2221 4001 Note: (1) Price per sq.m for Gafisa excludes lots 11
  • 12.
    Governance at AlphaVille Alphaville’s capabilities will remain with the company after the transaction is complete. Nuno Luiz Alves and Renato Albuquerque will retain 40% of Alphaville going forward Nuno Luiz Alves will remain as CEO Alphaville will operate as a subsidiary of Gafisa Alphaville’s Board of Directors will be composed by 5 members of whom 3 will be indicated by Gafisa. Nuno and Renato will be the other two board members Gafisa will seek shareholder approval for the indication of Mr. Renato Albuquerque as a Board Member of Gafisa. Gafisa’s Pro-Forma Corporate Structure after Consummation of the Transaction (Phase 1) Gafisa S.A. 60% SPE A SPE B SPE C ... Gafisa Vendas Alphaville 12
  • 13.
    AlphaVille Strengthens Gafisa’sPosition as a Premier Growth Opportunity Industry Leadership and Strong Brand Recognition Professional Management Robust Housing Growth and Established Organization World-class Shareholders Geographic and the Highest Diversification Standards of Corporate Governance Efficient Business Model and Strategic Land Bank 13