MILLS ESTRUTURAS E SERVIOS DE ENGENHARIA S.A. CNPJ/MF N. 27.093.558/0001-15 NIRE 33.3.

0028974-7 A PUBLICLY HELD COMPANY MINUTES OF THE BOARD OF DIRECTORS MEETING HELD ON MARCH 10, 2014. DATE, TIME AND PLACE: March 10, 2012, at 8:00 a.m., at the headquarters of Mills Estruturas e Servios de Engenharia S.A. (the Company), located at Avenida das Amricas 500, bloco 14, loja 108, Barra da Tijuca, Shopping Downtown, in the city and State of Rio de Janeiro. CONVOCATION AND ATTENDANCE: Convocation was waived in light of the presence of all of the members of the Companys Board of Directors, pursuant to article 15, 2 of its Bylaws, in observance of the requirements established therein, as well as that of Frederico tila Silva Neves, the Vice President for Finance, and Eduardo Botelho Kiralyhegy, a member of the Companys Fiscal Council. PRESIDING: Chair: Andres Cristian Nacht; Secretary: Frederico tila Silva Neves. AGENDA: (i) deliberate the Management Report, the accounts of the Board of Executive Officers and the Companys Financial Statements relating to the fiscal year ended December 31, 2013, accompanied by the opinion of the Independent Auditors; (ii) deliberate the proposed capital budget for 2014; (iii) deliberate the proposal to allocate the results for the year ended December 31, 2013; (iv) reelect the members of the Companys Board of Executive Officers; (v) deliberate the proposed compensation of the Companys administrators for 2014; and (vi) deliberate the convocation of the Companys Shareholders Meeting to deliberate, among other matters, those in Agenda items (i)-(iii) and (v), if they are approved at this meeting. RESOLUTIONS: The matters on the Agenda having been discussed, the Directors resolved, upon unanimous vote, and without any qualifications or restrictions: (i) to approve the Management Report, the accounts of the Board of Executive Officers, and the Companys Financial Statements relating to the fiscal year ended December 31, 2013, as accompanied by the

opinion of the Independent Auditors, authorizing their publication together with the opinion of the fiscal council, as provided by law, requiring being submitted for approval by the Companys shareholders gathered at the Shareholders Meeting; (ii) to approve the proposed capital budget for 2014, as prepared and approved by the Board of Executive Officers, which becomes part of these minutes as their Annex I, such proposal being subject to approval by the Companys shareholders gathered at the Shareholders Meeting, for the purposes of article 196 of Law n. 6.404/76; to approve the proposed allocation of the results for the year ended December 31, 2013, as prepared and approved by the Board of Executive Officers, which becomes part of these minutes as their Annex II, such proposal being subject to approval by the Companys shareholders gathered at the Shareholders Meeting; to approve the reelection to the Companys Board of Executive Officers, with a mandate until the Companys Shareholders Meeting to be held to consider the accounts for fiscal year 2014, of the following: (a) Ramon Nunes Vazquez, Brazilian, married, engineer, bearer of ID card n. 36680-D, issued by the CREA/RJ, registered with the CPF/MF under n. 336.997.807-59, resident and domiciled at Rua Engenheiro Brulio Eugnio Muler 400, Barra da Tijuca, in the city and State of Rio de Janeiro, CEP 22793-530, for the post of Chief Executive Officer; (b) Frederico tila Silva Neves, Brazilian, married, engineer, bearer of ID card n. 811004822-D, issued by the CREA/RJ, registered with the CPF/MF under n. 595.166.407-10, resident and domiciled at Rua Sambaba 254, cobertura 1, Leblon, in the city and State of Rio de Janeiro, CEP 22450-140, for the post of Administrative Financial Officer, using the title of Vice President for Finance; (c) Alessandra Eloy Gadelha, Brazilian, married, chemical engineer, bearer of ID card n. RG 06066958-7, issued by the IFP/RJ, registered with the CPF/MF under n. 021.092.597-36, resident and domiciled at Avenida Afrnio de Melo Franco 42, apto. 101, Leblon, in the city and State of Rio de Janeiro, CEP 22430-060, for the post of Investor 2

(iii)

(iv)

Relations Officer; (d) Gabriel Felipe Novaes Esteves, Brazilian, civil engineer, married, bearer of ID card n. RG 090000498, issued by the IFP/RJ, registered with the CPF/MF under n. 021.850.487-08, resident and domiciled in the city and State of Rio de Janeiro at Rua Jos de Brito, Casa 177, Barra da Tijuca, CEP 22793-220, for the post of Officer without Specific Title; (e) Rogrio Bregaglio, Brazilian, civil engineer, married, bearer of ID card n. RG 9.239.166, issued by the SSP/SP, registered with the CPF/MF under n. 086.655.858/69, resident and domiciled in the City of Carapicuba, in the State of So Paulo, at Estrada Fazendinha, 4.901, CEP 06351-040, for the post of Officer without Specific Title; and (f) Srgio Kariya, Brazilian, mechanical engineer, married, bearer of ID card n. RG 16.777.134-6, issued by the SSP/SP, registered with the CPF/MF under n. 197.064.378-19, resident and domiciled in the city and State of Rio de Janeiro at Avenida Joo Cabral de Mello Neto 350, Bloco 02, apartamento 1704, Barra da Tijuca, CEP 22775-057, for the post of Officer without Specific Title. (v) The officers reelected hereby will take office upon signing the respective investiture instruments drawn up in the Book of Minutes of the Meetings of the Companys Board of Executive Officers, which shall contain the representations required by law, in attendance to Articles 146 and 147 of Law n. 6.404/76 and to the second paragraph of Article 18 of the Companys Bylaws, as well as to the dispositions of CVM Instruction 367, of May 29, 2002, as amended. to approve the proposed global compensation of the members of the Companys Board of Directors and Board of Executive Officers for 2014, in the amount of R$12,835,697.25 (twelve million, eight hundred thirty-five thousand, six hundred ninety-seven reais and twenty-five centavos), to be submitted to the Companys Shareholders Meeting, for the purposes of article 152 of the Law n. 6.404/76, wherein the approved amount does not contemplate the effects on the Companys statement of results of booking the fair value of the options granted to its Administrators, which does not entail disbursement by the Company; and to approve the convocation of the Companys Shareholders Meeting 3

(vi)

(vii)

to deliberate (a) Agenda matters (i)-(iii) and (v), as approved in this meeting; and (b) electing the members of the Companys Board of Directors and Fiscal Council, as provided in 2 of article 28 and in article 14 of the Companys Bylaws. CLOSING AND SIGNATURES: There being nothing more to address, the Chair closed the meeting, and these minutes of the Board of Directors Meeting were drafted, read, approved, and signed in the book of minutes by all members of the Companys Board of Directors in attendance, by the Chair, and by the Secretary. Directors in attendance: Andres Cristian Nacht, Elio Demier, Diego Jorge Bush, Nicolas Arthur Jacques Wollak, Pedro Sampaio Malan and Jorge Marques de Toledo Camargo. Rio de Janeiro, March 10, 2014. I certify that these minutes are a faithful copy of the minutes drawn up in the Companys Book of Minutes. _______________________________ Frederico tila Silva Neves Secretary

MILLS ESTRUTURAS E SERVIOS DE ENGENHARIA S.A.

CNPJ/MF N. 27.093.558/0001-15 NIRE 33.3.0028974-7 A Publicly Held Company

MINUTES OF THE BOARD OF DIRECTORS MEETING HELD ON MARCH 10, 2014

ANNEX I

2014 CAPITAL BUDGET

1 Sources of funds

R$273,068,457.75 R$118,273,166.08 R$154,795,291.67 R$273,068,457.75

Retained earnings from 2013 Cash generation and fund raising

2 Uses of funds

Investments in expansion (acquisition of equipment) Investments in facilities and information technology to support the expansion
3 Duration

R$231,118,302.80

R$41,950,154.95 1 year

MILLS ESTRUTURAS E SERVIOS DE ENGENHARIA S.A.

CNPJ/MF N. 27.093.558/0001-15 NIRE 33.3.0028974-7 A Publicly Held Company

MINUTES OF THE BOARD OF DIRECTORS MEETING HELD ON MARCH 10, 2014

ANNEX II

To the Members of the Board of Directors of Mills Estruturas e Servios de Engenharia S/A. Re: The Board of Executive Officers Proposal for Allocating the Results for the Fiscal Year ended December 31, 2013. Dear All: The Board of Executive Officers of Mills Estruturas e Servios de Engenharia S/A. (the Company), has resolved to submit for the appreciation of the Companys Board of Directors this proposal for allocating the results for the fiscal year ended December 31, 2013. In fiscal year 2013, the Companys net income was R$172,592,130.42 (one hundred seventy-two million, five hundred ninety-two thousand, one hundred thirty reais and forty-two centavos). In such circumstance, the Companys Board of Executive Officers proposes that: (i) under the terms of article 193 of Law n. 6.404/76, as amended, and item a of article 30 of the Companys Bylaws, the amount of R$8,629,606.52 (eight million, six hundred twenty-nine thousand, six hundred six reais and fifty-two centavos), be allocated to the Companys Legal Reserve; 6

(ii)

the aggregate amount of R$46,497,455.75 (forty-six million, four hundred ninety-seven thousand, four hundred fifty-five reais and seventy-five centavos), corresponding to R$0.37 (thirty-seven centavos) per share, be allocated to pay the Companys mandatory dividend, of which (i) R$43,014,000.00 (forty-three million, fourteen thousand reais), corresponding to R$0.34 (thirty-four centavos) per share, will be paid in the form of interest on shareholders equity, pursuant to resolutions passed at meetings of the Companys Board of Directors held on June 21, 2013 (in which it was approved, ad referendum of the Shareholders Meeting, to distribute interest on shareholders equity in the amount of R$23,448,000.00 (twenty-three million, four hundred forty-eight thousand reais)), and December 23, 2013 (in which it was approved, ad referendum of the Shareholders Meeting, to distribute interest on shareholders equity in the amount of R$19,566,000.00 (nineteen million, five hundred sixty-six thousand reais), based on the Companys shareholders equity on such dates; and (ii) R$3,483,455.75 (three million, four hundred eighty-three thousand, four hundred fifty-five reais and seventy-five centavos), corresponding to R$0.02 (two centavos) per share, will be paid in the form of dividends by June 14, 2014, to which those who were shareholders on the date of its declaration will be entitled; under the terms of article 196 of Law n. 6.404/76 and item c of article 30 of the Companys Bylaws, the amount of R$118,273,166.08 (one hundred eighteen million, two hundred seventy-three thousand, one hundred sixty-six reais and eight centavos), which includes both the portion of net income for the year and the realization of the special goodwill reserve in the amount of R$808,097.93 (eight hundred eight thousand, ninety-seven reais and ninety-three centavos), will be retained by the Company to finance investments in expansion (acquisition of equipment) and investments in facilities and information technology to support the Companys expansion, as provided for in the Companys Capital Budget to be submitted for approval at the Shareholders Meeting.

(iii)

This proposed allocation of results is summarized in the following table: Description Income for the Year Legal Reserve Realization of the Special goodwill Reserve Retained earnings Mandatory Dividends Dividends Interest on shareholders equity Amounts (in R$) 172,592,130.42 8,629,606.52 808,097.93 118,273,166.08 46,497,455.75 3,483,455.75 43,014,000.00

Accordingly, the Board of Executive Officers proposes that the Board of Directors examine this proposed allocation of results and submit the amounts presented for approval at the Companys Shareholders Meeting. In compliance with article 9, 1, item II of CVM Instruction 481/2009, as amended, the information called for in Exhibit 9-1-II to such Instruction are presented in an annex hereto. Sincerely, The Board of Executive Officers Mills Estruturas e Servios de Engenharia S.A.

EXHIBIT 9-1-II TO CVM INSTRUCTION 481/09 ALLOCATION OF NET INCOME Amounts are expressed in thousands of R$, except as otherwise indicated. 1. Net income for the fiscal year R$ 172,592 2. Global amount and amount per share of dividends, including declared interim dividends and interest on shareholders equity Global Gross Amount: R$46,498 R$0.37 per share Dividends: R$3,484 R$0.02 per share1 Interest on shareholders equity: R$43,014 R$0.34 per share2 Global Amount Net of tax withholding in respect of Interest on Shareholders Equity: R$ 40,990- R$0.32 per share 3. Percent of the net income for the fiscal year distributed 26.94% gross or 23.75% net of tax withholding in respect of Interest on Shareholders Equity 4. Global amount and amount per share of dividends distributed based on income from prior years Not applicable

Proposal to be submitted for the appreciation of the Shareholders Meeting approving the accounts for the fiscal year ended December 31, 2013. 2 As declared at meetings of the Companys Board of Directo rs held on June 21 and December 23, 2013.

5. State, net of declared interim dividends and interest on shareholders equity: a. The gross amount of dividends and interest on shareholders equity, on a segregated basis, per share for each kind and class Dividends: R$3,484 R$0.02 per share b. The form and period for payment of the dividends and interest on shareholders equity Payment by June 14, 2014 c. Any incidence of inflation indexing and interest on the dividends and interest on shareholders equity Not applicable d. The date of the declaration of payment of the dividends and interest on shareholders equity, used to identify the shareholders that will have the right to receive them The declaration of dividends will be made at the Shareholders Meeting that deliberates approving the accounts for the fiscal year ended December 31, 2013. 6. If dividends or interest on shareholders equity have been declared based on profits stated for periods of six months or less, a. Report the amount of the dividends or interest on shareholders equity that have been declared

10

Interest on shareholders equity: R$43,014 b. Provide the date(s) of the respective payment(s) The amount owed as interest on shareholders equity will be paid by June 14, 2014. 7. Furnish a comparative table indicating the following amounts per share for each kind and class: a. Net income for the year and for the 3 (three) prior years
Year 2013 2012 2011 2010 Net income R$172,592 R$151,516 R$92,177 R$103,283 Net Earnings per Share R$1.36 R$1.20 R$0.73 R$0.82

b. Dividend and interest on shareholders equity distributed over the last 3 (three) years
Year 2013 2012 2011 Dividends R$3,484 R$947 Dividends per Share R$0.02 R$0.01 IoSE R$43,014 R$41,780 R$24,400 IoSE share R$0.34 R$0.33 R$0.19 per

8. If income has been allocated to a legal reserve, a. State the amount allocated to the legal reserve R$8,630

11

b. Describe in detail how the legal reserve is calculated In accordance with article 193 of Law n. 6.404/76 and item a of article 30 of the Companys Bylaws, 5% (five percent) of the net income for the fiscal year was allocated, prior to any other allocation, to constitute the legal reserve, which cannot exceed 20% (twenty percent) of the capital stock. 9. If the company has preferred shares with rights to fixed or minimum dividends, Not applicable a. Describe how the fixed or minimum dividends are calculated b. State whether the income for the year is sufficient to pay the fixed or minimum dividends in full c. State whether any unpaid portion has accrued d. State the global amount of the fixed or minimum dividends to be paid to each class of preferred shares e. State the fixed or minimum dividends to be paid on a per preferred share basis for each class 10. In relation to the mandatory dividend a. Describe how the bylaws provide it should be calculated Shares representing the capital stock shall receive, as a mandatory dividend each year, 25% (twenty-five percent) of the net income calculated under the terms of the law, and the balance shall be left to the 12

discretion of the Shareholders Meeting, which, subject to the legal parameters, shall deliberate on its allocation. b. State whether it is being paid in full The mandatory dividend will be paid in full. c. State any amount retained Not applicable 11. If the mandatory dividend is retained due to the companys financial condition, Not applicable a. State the amount retained b. Describe, in detail, the companys financial condition, including aspects relating to an analysis of liquidity, working capital and positive cash flows c. Justify the retention of the dividends 12. If there is an allocation to a provision for contingencies, Not applicable a. State the amount allocated to the provision b. State the loss that is considered to be probable and its cause

13

c. Explain why the loss was deemed to be probable d. Justify the constitution of the provision 13. If there is an allocation to a provision for unrealized profits, Not applicable. a. State the amount allocated to the provision for unrealized profits b. State the nature of the unrealized profits that gave rise to the provision 14. If there is an allocation to reserves created under the bylaws, Not applicable a. Describe the clauses under the bylaws that establish the reserve b. State the amount allocated to the reserve c. Describe how the amount was calculated 15. If the capital budget provides for retained earnings a. State the amount retained R$118,273 b. Furnish a copy of the capital budget

14

2014 CAPITAL BUDGET

1 Sources of funds

R$273,068,457.75 R$118,273,166.08 R$154,795,291.67 R$273,068,457.75

Retained earnings from 2013 Cash generation and fund raising

2 Uses of funds

Investments in expansion (acquisition of equipment) Investments in facilities and information technology to support the expansion
3 Duration

R$231,118,302.80

R$41,950,154.95 1 year

16. If there is an allocation to a tax incentive provision Not applicable. a. State the amount allocated to the provision b. Explain the nature of the allocation

15