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, 2013. DATE, TIME AND PLACE: Held on August 15, 2013, at 08:00 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 e Jorge Marques de Toledo Camargo. 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), and Companys Stock Option Plan (1/2011) and Companys Stock Option Plan (1/2012), all of them archived in the Companys headquarters. RESOLUTIONS: The Board of Directors resolved by unanimous vote and without any restrictions to: 1. To approve, pursuant to article 5, second paragraph of the Companys Bylaws, the issuance of 101,395 (one hundred and one thousand, three hundred and ninety-five) common, book-entry shares, with no par value of the Company, within the authorized capital limit, at the issuance price of R$ 12.81 (twelve reais and eighty-one cents) per share, amounting to R$ 1,298,869.95 (One million, two hundred and ninety-eight thousand, eight hundred and sixty-nine reais and ninety-five cents), in view of the exercise of stock option by a part of the beneficiaries of the Companys Stock Option Plan (1/2010). 2. To approve, pursuant to article 5, second paragraph of the Companys Bylaws, the issuance of 55,952 (fifty-five thousand, nine hundred and fifty-two) common, book-entry shares, with no par value of the Company, within the authorized capital limit, at the issuance price of R$ 21.10 (twenty one reais and ten cents) per share, amounting to

R$1,180,587.20 (one million, one hundred and eighty thousand, five hundred and eightyseven reais and twenty cents), in view of the exercise of stock option by a part of the beneficiaries of the Companys Stock Option Plan (1/2011). 3. To approve, pursuant to article 5, second paragraph of the Companys Bylaws, the issuance of 7,148 (seven thousand, one hundred and forty-eight) common, book-entry shares, with no par value of the Company, within the authorized capital limit, at the issuance price of R$ 5.74 (five reais and seventy-four cents) per share, amounting to R$ 41,029.52 (Forty-one thousand and twenty-nine reais and fifty-two cents), in view of the exercise of stock option by a part of the beneficiaries of the Companys Stock Option Plan (1/2012). 4. To approve, pursuant to article 5, second paragraph of the Companys Bylaws, the issuance of 29,335 (Twenty-nine thousand, three hundred and thirty-five) common, bookentry shares, with no par value of the Company, within the authorized capital limit, at the issuance price of R$ 20.00 (twenty reais) per share, amounting to R$ 586,700.00 (Five hundred and eighty-six thousand, seven hundred reais), in view of the exercise of stock option by a part of the beneficiaries of the Companys Stock Option Plan (1/2012). 5. Pursuant to the abovementioned Companys Stock Option Plan, the capital increase is herein is fully subscribed and paid up by the beneficiaries, according to document rubricated by the board and archived on the Companys headquarters, under the terms of the respective Stock Option Program and in accordance with subscription forms signed and delivered by their respective beneficiaries on the present date, and now archived on the Company's headquarters. 5.1. The above mentioned issued shares can only be traded by the beneficiaries after the subscription of such shares, under the terms of item 5 above. 6. According to article 171, paragraph three of the Brazilian Corporate Law, there are no preference rights to the Companys shareholders in the exercise of the stock option. 7. In view of the issuance of new shares of the Company, as described in items 1 to 4 above, the Companys capital stock increased R$ 3,107,186.67 (three million, one hundred and seven thousand, one hundred and eighty-six reais and sixty-seven cents), from R$ 548,807,976.45 (five hundred and forty-eight million, eight hundred and seven thousand, nine hundred and seventy-six reais and forty-five cents), represented by 127,120,372 (one hundred and twenty-seven million, one hundred and twenty thousand, three hundred and seventy-two) common, book-entry shares, with no par value to R$ 551,915,163.12 (five hundred and fifty-one million, nine hundred and fifteen thousand, one hundred and sixty-three reais and twelve cents), represented by 127,314,202 (one hundred and twenty-seven million, three hundred and fourteen thousand, two hundred and two) common, book-entry shares, with no par value.

8. Shares issued due to items 1 to 4 above are entitled to the same conditions in 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 all Board Members, the Chairman and the secretary. Rio de Janeiro, August 15, 2013. This is a free English translation of the Minutes drawn up in the Companys records. ____________________________ Frederico tila Silva Neves Secretary