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 MEETING OF THE BOARD OF DIRECTORS
HELD JULY 21, 2014
DATE, TIME AND PLACE: July 21, 2014, at 9:00 a.m., at the corporate headquarters
of Mills Estruturas e Servios de Engenharia S.A. (the Company), located at
Avenida das Amricas 500, bloco 14, loja 108, salas 207 e 208, Barra da Tijuca,
Shopping Downtown, in the City and State of Rio de Janeiro.
CONVOCATION AND ATTENDANCE: Convocation was waived, in view of the
presence of all members of the Companys Board of Directors, under the terms of
article 15, paragraph 2 of its Bylaws, and pursuant to the requirements established
therein.
PRESIDING: Chairman: Andres Cristian Nacht; Secretary: Frederico tila Silva
Neves.
AGENDA: To deliberate on (i) the creation of an advisory committee for the Board
of Directors, designated as the Management Risk Committee, and the rules for its
functioning; and (ii) if agenda item (i) is approved, the election of members to the
Management Risk Committee, and the compensation of these members.
RESOLUTIONS: After discussing the matters on the agenda, the Directors, by
unanimous vote and without any reservations or restrictions:
1. Approved, under the terms of article 16 of the Companys Bylaws, the
creation of an advisory committee for the Board of Directors, designated as the
Management Risk Committee (the Committee), which will function for 1 (one)
year as of the date hereof, which period may be modified upon resolution by the
Companys Board of Directors.
1.1 The Committees purpose will be to monitor and assess the Companys
management to ensure it is conducted in compliance with applicable law, and to
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monitor matters relating to business risks, ethics and conduct, including:
(a) monitoring and assessing the mapping, planning and implementation of
strategies toward increasing the Companys capacity to identify, manage and
mitigate the risks to which it is exposed in its operations; (b) presenting, for
purposes of the Companys risk management policy, proposals for tolerance limits
for the different risks identified, for examination and approval by the Board of
Directors; and (c) other attributes established by the Board of Directors within the
scope of the above activities.
1.2 The Committee will meet quarterly on an ordinary basis, and extraordinarily
whenever necessary or as determined by the Board of Directors, or further, upon
convocation by any of its members through notice to the other members. Minutes of
Committee meetings will be drawn up, sent to all members of the Board of
Directors, and filed at the corporate headquarters.
2. Approved, further, the election of the following Committee members, all with
a mandate until July 2, 2015: (i) JORGE MARQUES DE TOLEDO CAMARGO, Brazilian,
married, geophysicist, resident and domiciled at Rua Almirante Saddock de S 370,
apto. 101, Ipanema, in the city and State of Rio de Janeiro, bearer of I.D. card RG
n. 293644 as issued by the SSP/DF and registered with the CPF/MF under n.
114400151-04, occupying the post of Coordinator; (ii) FREDERICO TILA SILVA
NEVES, Brazilian, married, engineer, bearer of I.D. card n. 811004822-D as 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; and (iii) ALESSANDRA ELOY GADELHA, Brazilian,
married, chemical engineer, bearer of I.D. card RG n. 06066958-7 as 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.
2.1. Approved, lastly, that Committee members will be entitled to individual
monthly compensation equivalent to 50% (fifty percent) of the individual monthly
compensation of the members of the Companys Board of Directors. The members
of such Committee that are Company officers or employees (as applicable) will not
be entitled to any compensation. The compensation of Committee members may be
changed, at any time, by the Board of Directors, without need of advance notice.
CLOSING AND SIGNATURES: There being nothing more to address, the President
closed the proceedings; these minutes of the Board of Directors Meeting were
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drawn up and, after being read and approved, were signed in the book of minutes by
all the members of the Companys Board of Directors in attendance, the Chairman
and the Secretary. Directors in attendance: Andres Cristian Nacht, Elio Demier,
Francisca Kjellerup Nacht, Diego Jorge Bush, Nicolas Arthur Jacques Wollak,
Pedro Sampaio Malan and Jorge Marques de Toledo Camargo.
Rio de Janeiro, July 21, 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