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 ON MAY 21, 2015
DATE, TIME AND PLACE: May 21, 2015, at 10:00 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.
CALL NOTICE: Call notice was waived in view of the attendance of all of the
members of the Companys Board of Directors, pursuant to article 15, 2 of its
Bylaws, in compliance with the requirements established therein.
PRESIDING: Chairman: Andres Cristian Nacht; Secretary: Frederico tila Silva
Neves.
AGENDA: (i) decide about the renewal of the Human Resources Committee,
examining, discussing and voting on (a) its composition and rules of management,
and (b) the compensation of its members; and (ii) decide about the termination of the
Risk Management Committee.
RESOLUTIONS: The matters on the agenda having been discussed, the Directors
resolved, upon unanimous vote, and without any qualifications or restrictions:
1. to approve, under the terms of article 16 of the By-laws of the Company, the
maintenance of the Human Resources Committee until May 31, 2016, as such
term may be modified at any time upon deliberation of the Board of Directors,
with the same attributions originally defined: (a) support and advise to the Board
of Directors in the elaboration, planning and implementation of strategies that
aim for the increase of the Company's capacity to attract and retain its talents, as
well as to improve the labor environment, and (b) to present the proposals on
compensation of Executive Officers for analysis and approval of the Board of
Directors;
1.1. The Human Resources Committee will meet quarterly on an ordinary basis,
and extraordinarily whenever necessary, as convened by its members,

subject as applicable, to the same rules applicable to the meetings of the

Board of Directors. Whenever necessary, the Human Resources Committee
may invite other participants to the meetings, including the Company's
Executive Officers and others employees and specialized consultants, none
of whom will have voting rights, exclusively to provide clarifications to the
Human Resources Committee members, as requested.
1.2. The Board of Directors approved the reelection of (i) Mr. Elio Demier,
Brazilian, divorced, publicist, resident and domiciled in Sorocaba Street
No. 691, apartment 502, Botafogo, in the City of Rio de Janeiro, in the State
of Rio de Janeiro with identity card No. 81.034.346-7, issued by IFP/RJ and
Individual Tax Registration No. 260.066.507-20; and (ii) Mr. Jos Felipe
Vieira Castro, Brazilian, married, economist, resident and domiciled in
Teofilo Otoni Street No. 15 5th floor, in the City of Rio de Janeiro, in the
State of Rio de Janeiro with identity card No. 2824238, issued by IFP/RJ
and Individual Tax Registration No. 402.760.747-34, both of whom have
already filled such position since May 22, 2014 and May 22, 2014, to hold
office until the date indicated in item "1", above.
1.3. The monthly compensation of each member of the Human Resources
Committee Members was set as the amount of 50% (fifty percent) of the
monthly compensation payable to each member of the Company's Board of
Directors. The members of the Human Resources Committee that are
employees or Executive Officers (as applicable) of the Company, will not be
entitled to such compensation. The remuneration of the members of the
Committees may be changed by the Board of Directors, regardless prior
notice.
2. to approve, under the terms of article 16 of the By-laws of the Company, the
extinction of the Risk Management Committee, created in the Meeting of the
Board of Directors held on June 21, 2014.
CLOSING AND SIGNATURES: There being nothing more to address, the Chairman
adjourned the meeting, and these minutes of the Meeting of the Board of Directors
were drafted, read, approved, and signed in the book of minutes by all members of
the Companys Board of Directors in attendance, by the Chairman, and by the
Secretary. Directors in attendance: 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, May 21, 2015.

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