MILLS ESTRUTURAS E SERVIOS DE ENGENHARIA S.A. 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 SEPTEMBER 15, 2010 Date, Time and Place: On September 15, 2010, at 10 am, at the Companys head offices located at Estrada do Guerengu, n 1.381, Taquara, Jacarepagu, in the city and state of Rio de Janeiro.

CALL NOTICE: The call notice was waived given the attendance of all members of the Companys Board of Directors, under article 15, 2 of the Companys Bylaws.

PRESIDING BOARD: Chairman: Andres Cristian Nacht; Secretary: Alessandra Eloy Gadelha.

AGENDA: I Establish a Human Resource committee; II Analyze, discuss and appoint the members of the Human Resource committee; III Establish a Strategic committee (hereinafter, together with the Human Resource committee, as Committees); IV Analyze, discuss and appoint the members of the Strategic committee; and V Analyze, discuss and vote the remuneration of the Committees members.

RESOLUTIONS: The members of the Board of Directors unanimously approved to: I Establish the Human Resource committee, which will have the following assignments: (a) supervise and support the elaboration, planning and execution of strategies that enable the company to attract and retain talents, as well as to improve the work environment, and (b) submit proposal for the remuneration of Mills executive officers for analysis and approval of the Board of Directors. The Human Resource committee is non-permanent and therefore can be either created or extinguished at any time by the Board of Directors. The members of the Board of Directors may integrate the Human Resource committee, provided that no more than 33% of the members of the Board of Directors shall be appointed to each committee. The Human Resource committee will meet twice a month, and in extraordinary cases, as necessary; II Appoint Elio Demier, Ramon Nunes Vazquez and Cristinna Rebello to the Human Resource committee until May 15, 2011. The Board of Directors may modify the term of office of all members of the committee; III Establish the Strategic committee, aiming to manage and advise the elaboration, planning and execution of strategic projects that will impact on Millss future development. The Strategic committee is non-permanent and therefore can be either created or extinguished at any time by the Board of Directors. The members of the Board of Directors may integrate the Strategic committee, provided that no more than 33% of the members of the Board of Directors shall be appointed to each committee. The Strategic committee will meet once a week and in extraordinary cases, as necessary; IV Appoint Elio Demier, Paulo Mordehachivilli, Ronald William Gordon Miles and Ramon Nunes Vazquez to the Strategic committee until December 15, 2010. The Board of Directors may modify the term of office of all members of the committee; V Determine that the members of the Committees will be entitled to compensation equivalent to 50% (fifty percent) of the Board of Directors monthly payment. The members of the Committees that are Executive Officers, managers

or employees of the Company, will not receive this payment. The Board of Directors may change the remuneration of the members of the Committees at any time.

CLOSURE: There being no further matters to discuss, the Chairman concluded the work of the meeting, these minutes were drawn up, read, approved and signed by all members of the Companys Board of Directors, by the Chairman and by the Secretary in the Companys Registry Book of Minutes of the Board of Directors. Rio de Janeiro, September 15, 2010

This is a free translation of the minutes drawn up in the Companys Records.

________________________________ Alessandra Eloy Gadelha Secretary

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