MILLS ESTRUTURAS E SERVIOS DE ENGENHARIA S.A.

CORPORATE REGISTRY (NIRE) 33.3.0028974-7 CORPORATE TAXPAYERS ID (CNPJ/MF) 27.093.558/0001-15

MINUTES OF THE BOARD OF DIRECTORS' MEETING HELD ON MARCH 24, 2014 DATE, TIME AND PLACE: March 24, 2014, at 10:00 a.m., at the head offices of Mills Estruturas e Servios de Engenharia S.A. ("Company"), a publicly-held company registered at the Brazilian Securities and Exchange Commission (CVM), located at Avenida das Amricas 500, bloco 14, loja 108, Barra da Tijuca, Shopping Downtown, in the City of Rio de Janeiro, State of Rio de Janeiro. CALL NOTICE: call notice was waived in view of the attendance of all the members of the company's board of directors, pursuant to paragraph 2, article 15 of the by-laws. ATTENDANCE: all members of the companys board of directors attended the meeting. PRESIDING BOARD: the meeting was presided by Mr. Andres Christian Nacht. Mr. Frederico tila Silva Neves, Executive Officer of the Company, acted as secretary. AGENDA: To approve the fourth issuance, by the Company, in a single tranche, of promissory notes (commercial paper) ("Notes"), pursuant to CVM Instruction No. 134, dated November 1st, 1990, as amended ("CVM Instruction 134") and CVM Instruction No. 155, dated August 7, 1991, as amended ("Issuance"), for placement in a public offering with restricted placement efforts, pursuant to Law No. 6.385, dated December 7, 1976, as amended ("Securities Market Law"), CVM Instruction No. 476, dated January 16, 2009, as amended ("CVM Instruction 476"), and other legal and regulatory provisions ("Offering").
1.

To authorize the companys board of executive officers to (i) execute all documents and any amendments thereto and to take all necessary actions to
2. 1

perform the Issuance and Offering; (ii) execute all documents and any amendments or substitutions thereto, and perform any and all necessary or convenient acts related to the completion of the Issuance and the Offering and the faithful fulfillment of the resolutions herein; and (iii) engage (a) financial institutions that are part of the distribution system of securities to intermediate and coordinate the Offer ("Underwriter(s)"); and (b) other service providers in connection with the Issuance and the Offering, including the paying agent ("Paying Agent"), legal advisors and, as necessary, representatives of the holders of the Notes, among others, including the negotiation and execution of the respective agreements and fix them the respective attorney fees. To ratify the acts performed by the Company in connection with the proposals above.
3.

RESOLUTIONS: after analyzing and discussing the matters in the agenda, the members of the board of directors resolved by unanimous decision and without any restriction, to:

1.

Approve the Issuance and the Offering, with the following characteristics

and principal conditions, which will be detailed and regulated by the terms set forth in the commercial papers: (i) (ii) Number of this Issuance. The Notes represent the fourth issuance of promissory notes by the Company. Total Issuance Amount. The Issuance shall be amount to a total of R$200,000,000.00 (two hundred million reais), in the Issuance Date (as further defined). Tranches. The Issuance shall be in a single tranche. Number of Notes. 4 (four) Notes shall be issued. Par Value. Each Note shall have unit nominal value of R$50,000,000.00 (fifty million reais) ("Par Value"). Guarantees or Security. The Notes shall be unsecured and shall bear no guarantee.

(iii) (iv) (v) (vi)

(vii) Form and Proof of Ownership. The Notes shall be issued physically, in writing, and deposited with the Paying Agent, as the service provider of the pay agent and custodian of the Notes. For all legal

purposes, the ownership of the Notes shall be evidenced by their respective physical deed, assigned by special endorsement, with no guarantee, of mere ownership transfer, subject to the provisions of item (xiii) below. In addition, with respect to the Notes that are held in electronic custody at CETIP S.A. Mercados Organizados ("CETIP"), the latter shall issue a statement on behalf of the respective holder, which shall serve as proof of ownership of the relevant Notes. (viii) Date of Issuance. The date of issuance of each of the Notes shall be the date of the effective underwriting and payment thereof ("Date of Issuance"), and all relevant Notes will be issued, subscribed and paid on the same date ("Date of Issuance"). (ix) Term and Maturity Date. Each Note shall be due and payable within 120 (one hundred and twenty) days as from the Date of Issuance ("Maturity Date"). Placement. The Notes shall be placed in a public offering with restricted placement efforts by the Underwriter, pursuant to Securities Market Law, to CVM Instruction 476 and other legal and regulatory provisions, under firm underwriting obligation of the Underwriter, under the public underwriting agreement of the Notes ("Placement Facilitation Agreement"), intermediated by the Underwriter, directed exclusively to qualified investors, as defined in article 4 of CVM Instruction 476 ("Qualified Investors"). Time of Subscription. The Notes shall be subscribed at any time, as from the placement commencement date of the Offering, subject to the provisions of article 8, paragraph 2, of CVM Instruction 476, and to the terms and conditions of the Placement Facilitation Agreement.

(x)

(xi)

(xii) Subscription and Payment Forms and Payment Price. The Notes shall be subscribed and paid through the Securities Distribution Module (SDT Mdulo de Distribuio), managed and operated by CETIP, and the distribution shall be settled in accordance with CETIP's rules, by a maximum of 20 (twenty) Qualified Investors, in cash, upon subscription, in national currency, at Par Value. Concurrently with the settlement, the Notes shall be deposited in the name of the respective holder on the electronic custody system of CETIP. 3

(xiii) Trading. The Notes shall be registered for trading on the secondary market through the CETIP21 Ttulos e Valores Mobilirios, managed and operated by CETIP. Trading shall be settled through CETIP and the Notes shall be held in electronic custody at CETIP. The Notes shall only be traded among Qualified Investors and after 90 (ninety) days as from the subscription or acquisition date, pursuant to articles 13 and 15 of CVM Instruction 476 and upon compliance, by the Company, with the obligations set forth in article 17 of CVM Instruction 476. (xiv) Payment of Principal. The Principal of each of the Notes shall be fully paid on the relevant Maturity Date or on the date of the eventual early maturity, according to the terms and conditions set forth in the Notes. (xv) Interest. The Principal of each of the Notes shall not be subject to monetary adjustment. The outstanding balance of the Principal of each Note shall bear interest at the rate of 106% (one hundred and six percent) of accumulated variation of daily average rates of the Interbank Deposits DI (DI Depsitos Interfinanceiros) for one day, over extra-group, denominated in percentage form per annum, based on 252 (two hundred and fifty-two) business days, calculated and disclosed by CETIP in its daily report available at its website (http://www.cetip.com.br) ("DI Rate") ("Interest"), calculated on an exponential and cumulative basis, pro rata temporis based on the number of business days elapsed from the Date of Issuance to the effective payment date, and shall comply with the calculation criteria of the "Caderno de Frmulas de Notas Comerciais e Obrigaes CETIP21", available at CETIP's website (http://www.cetip.com.br). The Interest shall be fully paid on the Maturity Date or on the date of the eventual early maturity, according to the terms and conditions set forth in the Notes.

(xvi) Early Redemption. The Company shall, unilaterally, and that, for the purposes of the paragraph 2, article 7, CVM Instruction 134, the holders will have given their express prior consent, irrevocably and irreversibly, at the moment of the subscription of the Notes in the primary market or acquisition in the secondary market, as appropriate, perform, at any time, from the 31st (thirty first) day counted from the Issue Date, pursuant to item I, article 7, CVM Instruction 134, the early redemption, total or partial, of the relevant

Notes, upon payment of the Par Value of the relevant Notes objects of the Early Redemption, plus the Interest, calculated pro rata temporis since the Issuance Date until the date of actual payment, without any premium or penalty, observed the procedures to be provided in the terms set forth in the Notes. In case of partial early redemption, the same will take place by lot, pursuant paragraph 4, article 7, CVM Instruction 134, and all the steps in this process, such as license, qualification, verification and validation of the number of Notes to be redeemed will be held outside of CETIP. The Company shall communicate the holders, the Payment Agent and CETIP, about the redemption with at least 2 (two) business days of the date of the event. (xvii) Payment Location. Payment of the Notes and any other amounts, by the Company under the Notes shall be made (i) in accordance with CETIPs procedures, in case the relevant Note is held under electronic custody at CETIP; or (ii) in accordance with the Paying Agent's procedures or, alternatively, at the Companys head offices, in case the relevant Note is not held under electronic custody at CETIP. (xviii) Early Termination. The Notes shall be subject to early maturity in the cases and under the terms set forth in the Notes. (xix) Use of Proceeds. The Company's net proceeds resulting from the Issuance shall be used for (i) investments in machinery and equipment for the Company's activities; (ii) payments of debts; and (iii) general corporate purposes and expenses of the Company. (xx) Postponement of maturity. The maturity of payments of any obligations included in the Notes will be considered postponed until the 1st (first) business day subsequent if the day of the maturity coincide with no working hours in the town of Companys headquarter, with no additions to be paid, except for payments through CETIP, in which case the extension of maturity will take place only if the day of maturity coincide with a national holiday, Saturday or Sunday.

2. Authorize the companys board of executive officers to (i) execute all documents and amendments to the completion of the Issuance and the Offering; (ii) celebrate all documents and any additions or substitutions, and perform any 5

and all necessary or convenient acts related to the completion of the Issuance and the Offering and the faithful fulfillment of the resolutions herein, including but not limited to the Notes and the underwriting agreement of the notes; (iii) engage (a) Underwriter (s); and (b) other service providers in connection with the Issuance and the Offering, including, but not limitedly, the Paying Agent, the legal advisors and, as necessary, the representatives of the holders of the Notes, among others, including the negotiation and execution of the relevant agreements and fix them the respective attorney fees. The acts performed by the Company in connection with the proposals above, were ratified by the company's board of directors.
3.

CLOSURE: all the members of the board of directors stated that the failure to deliver the agenda, pursuant to caput, article 15 of the by-laws, did not affect their votes at this meeting. All the documents mentioned herein have been duly initialed by the presiding board and will be filed at the Companys headquarters. There being no further business to discuss, these Minutes were drawn up, read, approved and signed by all the members of the board of directors, namely: Andres Christian Nacht, Elio Demier, Diego Jorge Bush, Nicolas Arthur Jacques Wollack, Pedro Sampaio Malan, Joo Marques de Toledo Camargo e Frederico tila Silva Neves. Rio de Janeiro, March 24, 2014. This is a free translation of the original document filed in the Companys records.

Frederico tila Silva Neves Secretary