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 NOVEMBER 14, 2013. DATE, TIME AND PLACE: Held on November 14, 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), Companys Stock Option Plan (1/2011) and Companys Stock Option Plan (1/2012), 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 19,086 (nineteen thousand eighty-six) common, book-entry shares, with no par value of the Company, within the authorized capital limit, at the issuance price of R$13.00 (thirteen reais) per share, amounting to a total of R$248,118.00 (two hundred forty-eight thousand, one hundred and eighteen 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 17,231 (seventeen thousand, two hundred and thirty-one) common, book-entry shares, with no par value of the Company, within the authorized capital limit, at the issuance price of R$21.40 (twenty one reais and forty cents) per share, amounting to a total of

R$368,743.40 (three hundred sixty-eight thousand, seven hundred and forty three reais and forty cents), in view of the exercise of stock option by a part of the beneficiaries of the Companys Stock Option Plan (1/2011). 3. Approve, pursuant to article 5, second paragraph of the Companys Bylaws, the issuance of 1,780 (one thousand, seven hundred and eighty) common, book-entry shares, with no par value of the Company, within the authorized capital limit, at the issuance price of R$5.83 (five reais and eighty-three cents) per share, amounting to a total of R$10,377.40 (ten thousand three hundred and seventy-seven reais and forty cents), 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 27,600 (twenty-seven thousand, six hundred) common, book-entry shares, with no par value of the Company, within the authorized capital limit, at the issuance price of R$20.28 (twenty reais and twenty-eight cents) per share, amounting to a total of R$559,728.00 (five hundred fifty-nine thousand, seven 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 (1/2012). 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 (1/2011) and Companys Stock Option Plan (1/2012). 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 4 above, the Companys capital stock is increased in the amount of R$1,186,966.80 (one million, one hundred and eighty-six thousand, nine hundred and sixty-six reais and eighty cents), from R$552,044,172.63 (five hundred and fifty-two million, forty-four thousand, one hundred and seventy-two reais and sixty-three cents), represented by 127,320,299 (one hundred and twenty-seven million, three hundred and twenty thousand, two hundred and ninety-nine) common, book-entry shares, with no par value to the amount of R$553,231,139.43 (five hundred and fifty-three million, two hundred and thirty-one thousand, one hundred and thirty-nine reais and forty-three cents), represented by 127,385,996 (one hundred and twenty-seven million, three hundred and eighty-five

thousand, nine hundred and ninety-six) 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 e Jorge Marques de Toledo Camargo. Rio de Janeiro, November 14, 2013. 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.