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 ANNUAL SHAREHOLDERS' MEETING

HELD ON APRIL 28, 2015
(drawn up in summary form, in accordance with the authorization contained
in paragraph 1 of article 130 of Law No. 6.404/76, as amended)

DATE, TIME AND PLACE: April 28, 2015, at 11:00 a.m., at the head office of Mills
Estruturas e Servios de Engenharia S.A. ("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.
CALL NOTICE: By notice published on March 27, 30 and 31, 2015, in the Dirio
Oficial do Estado do Rio de Janeiro and in Valor Econmico newspaper.
PUBLICATIONS: Management Report and Financial Statements of the Company
related to the fiscal year ended on December 31, 2014, accompanied by the opinion
of the Independent Auditors, as well as the favorable opinion of the Audit
Committee pursuant to the approval at the Board of Directors' Meeting held on
March 9, 2015, all published in the Dirio Oficial do Estado do Rio de Janeiro and
in Valor Econmico newspaper on March 19, 2015, given that the publication of
the notices provided in article 133 of Law No. 6.404, dated as of December 15,
1976, as amended ("Brazilian Corporations Law") were dismissed in light of the
provision in paragraph 5 of such article.
ATTENDANCE: Shareholders representing 63.40% (sixty-three point forty percent)
of the capital stock of the Company, in accordance with the register in the
Shareholder Attendance Book of the Company, thus meeting the quorum to call
the Meeting to order. Also present were Mrs. Alessandra Eloy Gadelha, the
Investor Relations Officer of the Company, Mr. Gustavo de Almeida Frana (CRC
RJ 109409/O), representing Deloitte Touche Tohmatsu Auditores Independentes,
the independent auditor of the Company ("Independent Auditors"), and Mr.
Eduardo Botelho Kiralyhegy, an effective member of the Audit Committee of the
Company, for the reason set forth in paragraph 1st of Article 134 and in Article 164
of the Brazilian Corporations Law.

CHAIR: Chairman: Andres Cristian Nacht; Secretary: Frederico tila Silva Neves.
Agenda: (i) take the accounts of management, examine, discuss and vote on the
Management Report and the Financial Statements for the fiscal year ended on
December 31, 2014, accompanied by the opinion of the independent auditors and
by the opinion of the Audit Committee; (ii) decide on the proposed capital budget
for the fiscal year of 2015; (iii) decide on the proposal to allocate the results
ascertained in the fiscal year ended on December 31, 2014, prepared by the Board
of Executive Officers of the Company; (v) Elect the members and the President of
the Audit Committee of the Company; and (vi) Settle the compensation of the
administrators of the Company for the fiscal year 2015.
RESOLUTIONS:
shareholders:

The matters on the agenda having been discussed, the

1.
Unanimously, registering abstentions as proffered, approved the
Management Report, the accounts of the managers, and the Financial Statements
of the Company related to the fiscal year ended on December 31, 2014,
accompanied by the opinion of the Independent Auditors and the favorable opinion
of the Audit Committee of the Company.
2.
Unanimously, registering abstentions as proffered, in compliance with the
terms of article 196 of the Brazilian Corporations Law, approved the proposed
capital budget for 2015, as approved by Board of Directors of the Company in a
meeting held on March 9, 2015, noting, also, the favorable opinion of the Audit
Committee of the Company, and such budget becomes part of these minutes as the
Annex I.
3.
Unanimously, registering abstentions as proffered, approved the manager's
proposal referring to the allocation of the results of the Company related to the
fiscal year ended December 31, 2014, as approved by the Board of Directors of the
Company in a meeting held on March 9, 2015, noting, also, the favorable opinion
of the Audit Committee of the Company, and such proposal becomes part of these
minutes as their Annex II.
4.
Unanimously, approved the election and/or reelection (as applicable) of the
following members of the Audit Committee of the Company: (i) Eduardo Botelho
Kiralyhegy, Brazilian, single, lawyer, bearer of ID card No. 114.461 issued by the
OAB/RJ, registered with the taxpayer's registry under No. 082.613.217-03,
resident and domiciled at Avenida Julio Furtado 193/605, Graja, in the city and
State of Rio de Janeiro, Zip Code 20.561-010; (ii) Marcus Vincius Dias Severini,
2

brazilian, married, accountant, bearer of ID card No. 093982O-3, issued by CRCRJ, registered with the taxpayer's registry under No. 632.856.067-20, resident and
domiciled at Rua Antonio Salema 68/401, in the city and state of Rio de Janeiro,
Zip Code 20541-070; and (iii) Helio Carlos de Lamare Cox,
brazilian,divorced,engineer, bearer of ID card No. 2.402.538, issued by IFP/RJ,
registered with the taxpayer's registry under No. 298.152.157-87, resident and
domiciled at Rua Haddock Lobo 1259, apartment 61, in the city and State of So
Paulo, Zip Code 01414-003 ; all as effective members; as well as the election
and/or reelection (as applicable) of (i.1) Maria Cristina Pantoja da Costa Faria,
Brazilian, single, lawyer, bearer of ID card No. 99.894 issued by the OAB/RJ,
registered with the taxpayer's registry under No. 886.793.577-15, resident and
domiciled at Rua Joaquim Nabuco 266/402, Arpoador, in the city and State of Rio
de Janeiro, Zip Code 22080-030; (ii.1) Vera Lucia de Almeida Pereira Elias,
Brazilian, married, accountant and lawyer, bearer of ID card No. RJ-043059/O-8,
issued by CRC-RJ, registered with the taxpayer's registry under No. 492.846.49749, resident and domiciled at Rua Uruguai 481/602, in the city and State of Rio de
Janeiro, Zip Code 20510-060; and (iii.1.) Massao Fbio Oya, Brazilian, married,
accountant, bearer of ID card RG No. 34.872.970-4, issued by the SSP/SP,
registered with the taxpayer's registry under No. 297.396.878-06, resident and
domiciled at Rua Benedito de Almeida Bueno 526, in the city of Atibaia, State of
So Paulo, Zip Code 12940-660; all as the respective alternates; all with a mandate
until the Annual Shareholders Meeting that examines the financial statements of
the fiscal year of 2015, in accordance with article 28, paragraph 2 of the Bylaws
of the Company, taking office upon signing the investiture instrument drawn up in
the Book of Minutes of Meetings of Audit Committee, which shall contain the
representations established in article 147 of Brazilian Corporations Law and other
applicable provisions. Mr. Eduardo Botelho Kiralyhegy will take the position of
President of the Audit Committee. Under the terms of Article 162, paragraph 3 of
the Brazilian Corporations Law, each effective member of the Audit Committee
will be entitled to compensation in an amount corresponding to 10% (ten percent)
of the compensation that, on average, is attributed to each of the Companys
officers, not including benefits, representation monies and profit sharing.
5.
Unanimously, registering abstentions as proffered, approved the proposed
global compensation of the members of the Companys Board of Directors and
Board of Executive Officers for the fiscal year of 2015, 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)(disregarding the effects in the
financial statements of the Company of the fair value of the options awarded to the
management, which does not require any disbursement of funds by the Company),
3

all in the form proposed for consideration of the meeting, tasking the Board of
Directors to distribute it among the members of the Board of Directors and the
Board of Executive Officers.
DOCUMENTS SUBMITTED FOR THE CONSIDERATION OF THE MEETING: The
documents submitted for the consideration of the Meeting were numbered and
authenticated by those presiding and filed at the Companys headquarters, copies
of such having been delivered to the shareholders that so requested.
CLOSING AND SIGNATURES: There being nothing more to address, the Chairman
closed the meeting, and these minutes of the Annual Shareholders' Meeting were
drawn up in summary form, which will be published without the signatures of the
shareholders in attendance, as provided in paragraphs 1 and 2 of Article 130 of the
Brazilian Corporations Law, and, after being read and approved, was signed in the
book of minutes by all shareholders in attendance, by the Chairman, and by the
Secretary.
I certify that these minutes are a faithful copy of the minutes drawn up in the proper
book.
_________________________
Andres Cristian Nacht
Chairman
_________________________
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 ANNUAL SHAREHOLDERS MEETING

HELD ON APRIL 28, 2015

ANNEX I

2015 CAPITAL BUDGET

1 Sources of funds

R$33,567,832.00

Retained Earnings

R$33,567,832.00

2 Uses of funds

R$33,567,832.00

Investments in acquisition of equipment to rental

R$10,100,000.00

Investments in facilities, information technology and

logistics

R$23,467,832.00
1 year

3 Term

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 ANNUAL SHAREHOLDERS MEETING

HELD ON APRIL 28, 2015

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, 2014.
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, 2014.
In fiscal year ended on December 21, 2014, the Companys net income was
R$64,267,848.66. In such circumstance, the Companys Board of Executive Officers
proposes that:
(i)

under the terms of article 193 of Law no. 6.404/76, as amended, and
item "a" of article 30 of the Companys Bylaws, the amount of
R$3,213,392.43, be allocated to the Companys Legal Reserve;

(ii)

the aggregate amount of R$25,081,000.00, corresponding to R$0.20

per share, be allocated to pay the Companys mandatory dividend,
corresponding to 39,03% of the net profits ascertained in the fiscal
year, a percentage in excess of the mandatory dividend, represented
6

in the form of interest on shareholders equity, pursuant to

resolutions passed at the meeting of the Companys Board of
Directors held on June 23, 2014 (in which it was approved, ad
referendum of the Shareholders Meeting, to distribute interest on
shareholders equity in the amount of 25,081,000.00), to which
those who were shareholders on the date of its declaration will be
entitled;
(iii)

under the terms of article 196 of Law no. 6.404/76 and item "c" of
article 30 of the Companys Bylaws, the amount of
R$33,567,832.00, 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.

(iv)

under the terms of article 194 of Law no. 6.404/76 and item "f" and
paragraph 1 of article 30 of the Company's Bylaws the amount of
R$2,405,624.23 will be allocated to the Expansion Reserve of the
Company, to assure resources to finance additional investments in
fixed and working capital and in expanding corporate activities.

This proposed allocation of results is summarized in the following table:

Description

Amounts (in R$)

Income for the Year

64,267,848.66

Legal Reserve

3,213,392.43

Retained earnings

33,567,832.00

Expansion Reserve

2,405,624.23

Mandatory Dividends

25,081,000.00

Interest on shareholders equity

25,081,000.00

Accordingly, the Board of Executive Officers proposes that the Board of Directors
examine this proposed allocation of results and submit the amounts presented for
7

approval at the Companys Shareholders Meeting.

In compliance with article 9, paragraph 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$, except as otherwise indicated.
1. Net income for the fiscal year
R$ 64,268
2. Global amount and amount per share of dividends, including declared
interim dividends and interest on shareholders equity
Global Gross Amount: R$25,081 R$0.1959 per share
Interest on shareholders equity: R$25,081 R$0.1959 per share1
Global Amount Net of tax withholding in respect of Interest on
Shareholders Equity: R$ 21,810 R$0.1703 per share
3. Percent of the net income for the fiscal year distributed
39.03% gross or 33.93% 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
5. State, net of declared interim dividends and interest on shareholders
equity:
Not applicable
1

Already declared in the Board Meeting held on June 23, 2014.

a. The gross amount of dividends and interest on shareholders

equity, on a segregated basis, per share for each kind and class
b. The form and period for payment of the dividends and interest
on shareholders equity
c. Any incidence of inflation indexing and interest on the dividends
and interest on shareholders equity
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
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
Interest on shareholders equity: R$25,081 - R$0.1959 per share
b. Provide the date(s) of the respective payment(s)
The amount owed as interest on shareholders equity will be paid by
June 30, 2015.
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

Net income

Net Earnings per Share

2014

R$64,268

R$0.50

2013

R$172,592

R$1.36

10

2012

R$151,516

R$1.20

2011

R$92,177

R$0.73

b. Dividend and interest on shareholders equity distributed over the last

3 (three) years
Year

Dividends

Dividends
per Share

IoSE

IoSE
share

2014

R$25,081

R$0.19

2013

R$3,484

R$0.02

R$43,014

R$0.33

2012

R$41,780

R$0.33

per

8. If income has been allocated to a legal reserve,

a. State the amount allocated to the legal reserve
R$3,213
b. Describe in detail how the legal reserve is calculated
In accordance with article 193 of Law no. 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
11

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 fiscal year, 25% (twenty-five percent) of the net income
calculated under the terms of the law, and the balance shall be left to
the 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
12

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
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,
a. Describe the clauses under the bylaws that establish the reserve
Clause 30, item "f"
b. State the amount allocated to the reserve
R$ 2,406
13

c. Describe how the amount was calculated

The remaining balance of the net income, after the allocation to the
legal reserve, retained earnings for investment as provided in the
capital budget and dividend distribution, represented in the form of
interest on shareholders' equity.
15. If the capital budget provides for retained earnings
a. State the amount retained
R$33,568
b. Furnish a copy of the capital budget
2015 CAPITAL BUDGET

1 Sources of funds

R$33,567,832.00

Retained Earnings

R$33,567,832.00

2 Uses of funds

R$33,567,832.00

Investments in acquisition of equipment for rental

R$10,100,000.00

Investments in facilities, information technology and

logistics

R$23,467,832.00
1 year

3 Term

16. If there is an allocation to a tax incentive provision

14

Not applicable.
a. State the amount allocated to the provision
b. Explain the nature of the allocation

15