MILLS ESTRUTURAS E SERVIOS DE ENGENHARIA S.A CNPJ/MF No. 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 MARCH 4th, 2013 DATE, TIME AND PLACE: On March 4th, 2013, at 9:00 a.m., at the head office of Mills Estruturas e Servios de Engenharia S.A. ("Company"), in the State of Rio de Janeiro, in the City of Rio de Janeiro, at Avenida das Amricas 500, bloco 14, loja 108, Barra da Tijuca, Shopping Downtown. CALL NOTICE AND ATTENDANCE: Call Notice was waived in light of the attendance of all members of the Board of Directors, in accordance with Article 15, paragraph 2nd, of the Bylaws of the Company, as well as Mr. Frederico tila Silva Neves, the Financial Administrative Officer of the Company, Mr. Eduardo Botelho Kiralyhegy, Board member of the Fiscal Council of the Company, and Mr. Gustavo de Almeida Frana, representative of Deloitte Touche Tohmatsu Auditores Independentes, registered with the CRC/RJ, under No. 109409/O-3, the independent auditor of the Company ("Independent Auditors"), for purposes of Article 134 and 163, paragraph 3rd of Law No. 6.404, dated December 15th 1976, as amended ("Law No. 6.404/76"). CHAIR: Chairman: Mr. Andres Cristian Nacht; Secretary: Mr. Frederico tila Silva Neves. AGENDA: Deliberate about (i) the Management Report, the accounts of the Board of Officers and the Financial Statements of the Company for the fiscal year ended on December 31, 2012, accompanied by the opinion of the Independent Auditors; (ii) the proposed capital budgeting for the fiscal year of 2013; (iii) the proposal of the Board of Officers of the Company concerning the allocation of the results for the fiscal year ended on December 31, 2012; (iv) the reelection of the members of the Board of Officers of the Company; (v) the proposal of remuneration of the members of the Board of Directors and the Board of Officers of the Company for the fiscal year of 2013; and (vi) the call notice of the Shareholders' Meeting to deliberate on subjects (i) to (iii) and (v) of the Agenda.

RESOLUTIONS: The matters on the Agenda having been discussed, the Directors unanimously and without any restrictions: 1. approved the Management Report, the accounts of the Board of Officers and the Financial Statements of the Company for the fiscal year ended on December 31, 2012, accompanied by the opinion of the Independent Auditors; authorizing its publication, as provided by law, jointly with the opinion of the Fiscal Council, requiring being sent for approval by the shareholders of the Company gathered at the Shareholders' Meeting; approved the proposed capital budgeting for the fiscal year of 2013, as proposal approved by the Board of Officers of the Company, which becomes part of these minutes as its Exhibit 1. The proposal shall be subject to approval of the shareholders of the Company gathered at the Shareholders' Meeting, for purposes of Article 196 of Law No. 6.404/76; approved the proposed allocation of the results for the fiscal year ended on December 31, 2012, as proposal elaborated and approved by the Board of Officers of the Company, which becomes part of these minutes as its Exhibit 2. The proposal shall be subject to approval by the shareholders of the Company gathered at the Shareholders' Meeting; approved the reelection, to compose the Board of Officers of the Company, with a mandate until the Shareholders' Meeting of the Company to be held to deliberate the accounts for the fiscal year of 2013, the following: (a) Ramon Nunes Vasquez, Brazilian citizen, married, engineer, bearer of ID card No. 33680-D, issued by CREA/RJ, enrolled with CPF/MF under No. 336.997.80759, resident and domiciled at Rua Engenheiro Brulio Eugnio Muler 400, Barra da Tijuca, in the City and State of Rio de Janeiro, for the post of Chief Executive Officer; (b) Frederico tila Silva Neves, Brazilian citizen, married, engineer, bearer of ID card No. 811004822-D, issued by CREA/RJ, enrolled with the CPF/MF under No. 595.166.407-10, resident and domiciled at Rua Sambaba 254, cobertura 1, Leblon, in the City and State of Rio de Janeiro, for the post of Chief Financial Officer, using the designation of Vice President of Finance; (c) Erik Wright Barstad, Brazilian citizen, married, engineer, bearer of ID card No. 54.695-D, issued by CREA/RJ, enrolled with CPF/MF under No. 012.491.708-93, resident and domiciled at Rua Getlio das Neves 25, apt. 303, Jardim Botnico, in the City and State of Rio de Janeiro, for the post of

2.

3.

4.

Officer without a specific designation, using the designation of Vice President of Operations; (d) Roberto Carmelo de Oliveira, Brazilian citizen, married, engineer, bearer of ID card No. 45.891-D, issued by CREA/RJ and enrolled with CPF/MF under No. 399.935.827-00, resident and domiciled at Rua Jacarands 1.160, bloco 1, gr. 1, apt. 402, Barra da Tijuca, in the City and State of Rio de Janeiro, for the post of Officer without a specific designation; and (e) Alessandra Eloy Gadelha, Brazilian citizen, married, chemical engineer, bearer of ID card No. 06066958-7, issued by IFP/RJ, enrolled with the CPF/MF under No. 021.092.597-36, domiciled at Avenida Afrnio de Melo Franco 42, apt. 101, Leblon, in the City and State of Rio de Janeiro, for the post of Investor Relations Officer. The reelected Officers will take office upon signing the respective investiture instruments drawn up in the Book of Minutes of the Meetings of the Board of Officers of the Company, which will contain the declarations required by law, in attendance to Articles 146 and 147 of Law No. 6.404/76 and to the 2nd paragraph of Article 18 of the Bylaws of the Company, as well as to the dispositions of CVM Instruction No. 367, dated as of 29 May, 2002, as amended; 5. approved the proposed global remuneration of the members of the Board of Directors and the Board of Officers of the Company for the fiscal year of 2013, in the aggregate amount of R$ 12,014,000.00, such proposal being subject to approval by the shareholders of the Company gathered at the Shareholders' Meeting, for purposes of Article 152 of Law No. 6.404/76; and approved the call notice of the Shareholders' Meeting to deliberate subjects (i) to (iii) and (v) of the Agenda, approved in the meeting hereof.

6.

CLOSING: There being nothing more to address, the Chairman closed the meeting, and these minutes of the Meeting of the Board of Directors were drafted, read, approved and executed in Companys proper books by all members of the Board of Directors of the Company, by the Chairman and by the Secretary. Members of the Board of Directors in attendance: Andres Cristian Nacht, Elio Demier, Diego Jorge Bush, Nicolas Arthur Jacques Wollack, Pedro Sampaio Malan and Jorge Marques de Toledo Camargo.

Rio de Janeiro, March 4th, 2013.

I certify that these minutes are a conformed copy of the minutes executed in the Company's proper books.

Frederico tila Silva Neves Secretary

MILLS ESTRUTURAS E SERVIOS DE ENGENHARIA S.A CNPJ/MF: No. 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 MARCH 4th, 2013

EXHIBIT 1

CAPITAL BUDGET - 2013

Sources of funding Retained earnings from the fiscal year of 2012 Cash flow generation and raising of capital

R$ 345,056,024.61 R$ 103,680,234.67 241,375,789.94 R$ 345,056,024.61

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

R$ 296,484,563.61 R$ 48,571,461.00 1 year

MILLS ESTRUTURAS E SERVIOS DE ENGENHARIA S.A CNPJ/MF No. 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 MARCH 4th, 2013

EXHIBIT 2 To Mrs. Members of the Board of Directors of Mills Estruturas e Servios de Engenharia S/A. Subject: The proposal of the Board of Officers for the allocation of the results of fiscal year ended on December 31, 2012. Dear All, The Board of Officers of Mills Estruturas e Servios de Engenharia S/A. ("Company"), decided to submit to the approval of the Board of Directors the proposal hereto for the allocation of the results of fiscal year ended on December 31, 2012. In the fiscal year ended on December 31, 2012, the Company presented net profit in the amount of R$ 151,515,722.67. Thereby, the Board of Officers proposes that: (i) in accordance with Article 193 of Law No. 6.404/76 and item "a" of Article 30 of the Company's Bylaws, the amount of R$ 7,575,786.13, be allocated to the Legal Reserve of the Company;

(ii)

the amount of R$ 41,780.000.00 corresponding to R$ 0.33 per share, be allocated to the payment of dividends to the shareholders of the Company as mandatory dividends, which will be paid in the form of interest on the stockholders equity, as decided on the meetings of the Board of Directors held on June 21, 2012, in which was approved, ad referendum of the Shareholders' Meeting, the distribution of interest on the stockholders equity in the amount of R$ 21,780,000.00, and on December 31, 2012, in which was approved, ad referendum of the Shareholders' Meeting, the distribution of interest on the stockholders equity in the amount of R$ 20,000,000.00, based on the stock position of the Company as of the above mentioned dates; and in accordance with Article 196 of Law No. 6.404/76 and of item "c" of Article 30 of the Bylaws of the Company, the amount of R$ 103,680,234.67, which includes the net profit of the fiscal year of 2012 and the realization of the special goodwill in the amount of R$ 1,520,298.13, will be retained by the Company to be used for investments in expansion (acquisition of equipment) and investments in facilities and information technology, as provided for in the Capital Budget of the Company.

(iii)

This proposal for the allocation of results is summarized below: Description Income from the Year Legal Reserve Realization of the Special Goodwill Reserve Profit Withholding Mandatory Dividends Dividends Amount (in R$) 151,515,722.67 (7,575,786.13) 1,520,298.13 103,680,234.67 (41,780,000.00) (-)

Interest on the stockholders equity

(41,780,000.00)

Thereby, the Board of Officers proposes that the Board of Directors examine this proposal of allocation of results and submit the presented amounts to the approval of the Shareholders' Meeting of the Company. In accordance with Article 9, paragraph 1st, item II, of CVM Instruction No. 481/2009, as amended, find attached hereto the information requested by the Exhibit 9-1-II of the mentioned Instruction. Sincerely, Board of Officers Mills Estruturas e Servios de Engenharia S.A.

EXHIBIT 9-1-II OF CVM INSTRUCTION NO. 481/09 ALLOCATION OF NET PROFIT All amounts are expressed in thousands of reais, except when indicated otherwise. 1. Inform the net profit for the fiscal year R$ 151,516. 2. Inform the total amount and the amount per share of dividends, including interim dividend and interest on the stockholders equity previously declared Total Gross Amount: R$ 41.780 R$ 0.33 per share. Dividends: Interest on the stockholders equity: R$ 41.780 R$ 0.33 per share. Total amount net of the withholding tax on interest on the stockholders equity: R$ 36.169- R$ 0.29 per share. 3. Inform the distributed net profit percentage of the fiscal year 27.57% (gross) or 25.13% (net) of withholding tax on interest on the stockholders equity. 4. Inform the total amount and the amount per share of the dividends distributed based on previous year's profits Not applicable.

5. Inform, deducting the interim interest and interest on the stockholders equity previously declared: Not applicable. a. The gross amount of dividends and interest on the stockholders equity, individually, per share of each type and class b. The form and period of payment of dividends and interest on the stockholders equity c. Eventual monetary restatement and interest on dividends and interest on the stockholders equity d. Date of the declaration of payment of dividends and interest on the stockholders equity used to identify shareholders that will be entitled thereto 6. In case of a declaration of dividends or interest on the stockholders equity based on income from half-yearly balances or balances with a shorter period a. Inform the amount of dividends or interest on the stockholders equity previously declared Interest on the stockholders equity: R$ 41,780. Dividends: R$ 0.00. b. Inform the date of the respective payments The payment will be made until June 14th, 2013.

7. Provide a comparative table indicating the following amounts per share of each type and class: a. Net profit of the fiscal year and of the last three (3) fiscal years Fiscal Year 2012 2011 2010 2009 Net Profit R$ 151,516 R$ 92,177 R$ 103,283 R$ 68,338 Net Profit Per Share R$ 1.20 R$ 0.73 R$ 0.82 R$ 0.78

b. Dividends and interest on the stockholders equity distributed on the last three (3) fiscal years Fiscal Year 2011 2010 2009 Dividends R$ 947 R$ 2,712 R$ 10,723 Dividends per Share R$ 0.01 R$ 0.02 R$ 0.12 IOE IOE per Share R$ 24,400 R$ 0.19 R$ 25,400 R$ 0.20 R$ 5,519 R$ 0.06

8. Allocation of profit to the Legal Reserve a. Indicate the amount allocated to the Legal Reserve R$ 7,576.

b. Description of the process of calculating the Legal Reserve In accordance with Article 193 of Law No. 6.404/76 and Article 30 of the Bylaws of the Company, 5% (five percent) of the net profit of the fiscal year shall be allocated, prior to any other allocation, to the constitution of the Legal Reserve, which will not exceed 20% (twenty percent) of the capital stock. 9. In case the Company has preferred shares with right to fixed or minimum dividends Not applicable. a. Describe the calculation of fixed or minimum dividends b. Inform whether the profit of the fiscal year is sufficient for the full payment of fixed or minimum dividends c. Identify whether the eventual unpaid installment is cumulative d. Identify the total amount of fixed or minimum dividends to be paid to each class of preferred share e. Identify the fixed or minimum dividends to be paid to each class of preferred shares 10. Mandatory dividend a. Describe the calculation process as set forth in the Bylaws of the Company

The shares representative of the capital stock shall receive as mandatory dividend, on each fiscal year, 25% (twenty five percent) of the net profit ascertained in accordance with the law. The balance shall be allocated according to the resolution of the Annual Shareholders' Meeting, which, respecting legal provisions, will decide over its allocation. b. Inform if it is being paid in full The minimum mandatory dividend will be paid in full. c. Inform the amount eventually withheld\ Not applicable. 11. In case of withholding of mandatory dividend due to the Company's financial situation Not applicable. a. Inform the amount withheld b. Describe, in details, the financial situation of the Company, including aspects related to the analysis of liquidity, working capital and positive cash flows c. Justify the withholding of dividends 12. In case the results are allocated for contingency reserves Not applicable.

a. Identify the amount allocated to the reserve b. Identify the losses considered probable and its cause c. Explain the reason why the losses are probable d. Justify the constitution of the reserve 13. In case the results are allocated to an unrealized profit reserve Not applicable. a. Inform the amount allocated to the unrealizable profit reserve b. Inform the nature of the unrealized profits that resulted in the constitution of the reserve 14. In case the results are allocated to the reserves created in the Bylaws of the Company Not applicable. a. Describe the clauses set forth in the Bylaws with constitute the reserve b. Identify the amount allocated to the reserve c. Describe the calculation process of the amount 15. In case of profit withholding set-forth in the Capital Budget

a. Indicate the amount withheld R$ 103,680. b. Provide a copy of the Capital Budget CAPITAL BUDGET - 2013

Sources of funding Retained earnings from the fiscal year of 2012 Cash flow generation and raising of capital

R$ 345,056,024.61

R$ 103,680,234.67 241,375,789.94 R$ 345,056,024.61

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

R$ 296,484,563.61 R$ 48,571,461.00 1 year

16. In case the result is allocated to a tax incentive reserve Not applicable. a. Inform the amount allocated to the reserve b. Explain the nature of the allocation