MILLS ESTRUTURAS E SERVIOS DE ENGENHARIA S.A.

Corporate Taxpayers ID (CNPJ/MF) N 27.093.558/0001-15

Company Registry (NIRE) 33.3.0028974-7
PUBLICLY-HELD COMPANY

MINUTES OF THE BOARD OF DIRECTORS MEETING
HELD ON AUGUST 15, 2014.

DATE, TIME AND PLACE: Held on August 15, 2014, at 09:00 a.m., at the Companys
headquarters, in the city of Rio de Janeiro, state of Rio de Janeiro, Avenida das Amricas,
n 500, bloco 14, loja 108, salas 207 e 208, Barra da Tijuca, Shopping Downtown.

CALL NOTICE: Call notice was waived as all members of the Companys Board of
Directors were present, in accordance with article 15, paragraph 2 of the Bylaws.

ATTENDANCE: All the Board members attended the meeting: Andres Cristian Nacht,
Elio Demier, Diego Jorge Bush, Nicolas Arthur Jacques Wollak, Pedro Sampaio Malan,
Jorge Marques de Toledo Camargo and Francisca Kjellerup Nacht.

PRESIDING BOARD: Chairman: Mr. Andres Cristian Nacht, and Secretary Mr.
Frederico tila Silva Neves.

AGENDA: To approve the Increase of the Companys capital stock, within the authorized
capital limit, according to the Companys Bylaws, by means of the issuance of new
common shares, due to the exercise of stock options, according to the Companys Stock
Option Plan (1/2010), Companys Stock Option Plan (1/2012) and Companys Stock
Option Plan (1/2013), all of them archived in the Companys headquarters and related to
the Stock Option Plan, approved on February 8, 2010 and amended on April 20, 2012.

RESOLUTIONS: The Board of Directors resolved by unanimous vote and without any
restrictions to:

1. Approve, pursuant to article 5, second paragraph of the Companys Bylaws, the
issuance of 4,800 (four thousand and eight hundred) common, book-entry shares, with no
par value of the Company, within the authorized capital limit, at the issuance price of
R$13.36 (thirteen reais and thirty-six cents) per share, amounting to a total of R$64,128.00
(sixty four thousand, one hundred and twenty-eight reais), in view of the exercise of stock
option by a part of the beneficiaries of the Companys Stock Option Plan (1/2010).

2. Approve, pursuant to article 5, second paragraph of the Companys Bylaws, the
issuance of 5,845 (five thousand, eight hundred and forty-five) common, book-entry
shares, with no par value of the Company, within the authorized capital limit, at the
issuance price of R$5.80 (five reais and eighty cents) per share, amounting to a total of
R$33,901.00 (thirty-three thousand, nine hundred and one reais), in view of the exercise of
stock option by a part of the beneficiaries of the Companys Stock Option Plan (1/2012).

3. Approve, pursuant to article 5, second paragraph of the Companys Bylaws, the
issuance of 1,550 (one thousand and five hundred and fifty) common, book-entry shares,
with no par value of the Company, within the authorized capital limit, at the issuance price
of R$21.02 (twenty one reais and two cents) per share, amounting to a total of
R$32,581.00 (thirty two thousand, five hundred and eighty-one reais), in view of the
exercise of stock option by a part of the beneficiaries of the Companys Stock Option Plan
(1/2012).

4. Approve, pursuant to article 5, second paragraph of the Companys Bylaws, the
issuance of 19,650 (nineteen thousand, six hundred and fifty) common, book-entry shares,
with no par value of the Company, within the authorized capital limit, at the issuance price
of R$6.82 (six reais and eighty-two cents) per share, amounting to a total of R$134,013.00
(one hundred, and thirty-four thousand and thirteen reais), in view of the exercise of stock
option by a part of the beneficiaries of the Companys Stock Option Plan (1/2013).

5. Pursuant to the abovementioned Companys Stock Option Plan, the capital increase
is herein is fully subscribed by the beneficiaries in accordance with the respective
subscription forms signed and delivered by their respective beneficiaries on the present
date, and now archived on the Company's headquarters, and payment of the new shares
will be made according to the terms provided therein.

6. The above mentioned issued shares can only be traded by the beneficiaries after the
payment of, according to the Companys Stock Option Plan (1/2010), Companys Stock
Option Plan (1/2012) and Companys Stock Option Plan (1/2013).

7. According to article 171, paragraph three of the Brazilian Corporate Law, there will
not be preemptive rights to the Companys shareholders as the new shares are issued for
the exercise of stock options.

8. In view of the issuance of new shares of the Company, as described in items 1 to 5
above, the Companys capital stock is increased in the amount of R$264,623.00 (two
hundred and sixty-four thousand, six hundred and twenty-three reais), from
R$563,053,840.20 (five hundred, sixty-three million, fifty-three thousand, eight hundred
and forty reais and twenty cents), represented by 128,026,080 (one hundred twenty-eight
million, twenty-six thousand and eighty) common, book-entry shares, with no par value to
the amount of R$563,318,463.20 (five hundred sixty-three million, three hundred and
eighteen thousand, four hundred and sixty-three reais and twenty cents), represented by
128,057,925 (one hundred twenty-eight million, fifty-seven thousand and nine hundred and
twenty-five) common, book-entry shares, with no par value.

9. Shares issued pursuant to items 1 to 4 above are subject to the same conditions, in
respect of the payment of dividends and interest on shareholders equity that shall be
distributed by the Company as of the present date.

CLOSURE: There being no further business to discuss, the Chairman adjourned the
meeting and the Minutes were drawn up, which were then read, approved and signed in the
Companys records by attendees. Chairman: Andres Cristian Nacht, Secretary: Frederico
tila Silva Neves. Board Members: Andres Cristian Nacht, Elio Demier, Diego Jorge
Bush, Nicolas Arthur Jacques Wollak, Pedro Sampaio Malan, Jorge Marques de Toledo
Camargo and Francisca Kjellerup Nacht.

Rio de Janeiro, August 15, 2014.

I certify that this is a conformed copy of the minutes executed in the Company's proper
book.

____________________________
Frederico tila Silva Neves
Secretary


This is a free English translation of the Minutes drawn up in the Companys records.