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 AUDIT COMMITTEE
HELD ON MARCH 9th, 2015
DATE, TIME AND PLACE: On March 9th, 2015, at 12:00 p.m., at the head office of
Mills Estruturas e Servios de Engenharia S.A. ("Company"), in the State and city of
Rio de Janeiro, at Avenida das Amricas 500, bloco 14, loja 108, salas 207 and 208,
Barra da Tijuca, Shopping Downtown.
CALL NOTICE:
Call Notice executed in accordance with Article 28, paragraph 5
of the Bylaws of the Company.
ATTENDANCE:
The following effective members of the Audit Committee
attended the meeting: Mr. Eduardo Botelho Kiralyhegy and Mr. Hlio Carlos de
Lamare Cox. Also attended the meeting the substitute member of Mr. Rubens
Branco da Silva, Mr. Daniel Oliveira Branco Silva, due to the temporary absence of
the effective member in reference, as well as Mr. Frederico tila Silva Neves, the
Financial Administrative Officer of the Company, Mr. Sebastio Dantas Ramos,
Controller of the Company, and Mr. Fernando de Souza Leite, registered with the
CRC/RJ under No. PR-050.422/O-3, representative of Deloitte Touche Tohmatsu
Auditores Independentes, the independent auditor of the Company ("Independent
Auditors"), to provide any necessary clarifications.
CHAIR:
Chairman: Mr. Daniel Oliveira Branco Silva; Secretary: Mr. Sebastio
Dantas Ramos.
AGENDA:
Acknowledge and give an opinion on (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, 2014, as well as the opinion of the
Independent Auditors attached to the Financial Statements of the Company; (ii) the
proposed capital budget for 2015, as approved by the Board of Directors of the
Company at the meeting held on the date hereof; and (iii) the proposal to allocate the
results for the fiscal year ended on December 31, 2014, as approved by the Board of
Directors of the Company at the meeting held on the date hereof.

RESOLUTIONS:
The Board members of the Audit Committee, unanimously and
without any restrictions, opined in favor of (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, 2014, as well as the opinion of the Independent
Auditors attached to the Financial Statements of the Company; (ii) the proposed
capital budget for 2015, as approved by the Board of Directors of the Company at
the meeting held on the date hereof; and (iii) the proposal to allocate the results for
the fiscal year ended on December 31, 2014, as approved by the Board of Directors
of the Company at the meeting held on the date hereof.
In light of the resolutions approved herein, the Board members of the Audit
Committee approved the favorable opinion, without any restrictions, with respect to
the matters of the Agenda, under the terms and conditions of Exhibit I to these
minutes, as well as the remittance of the opinion to the Annual Shareholders'
Meeting.
CLOSING AND SIGNATURES:
There being nothing more to address, the
Chairman closed the meeting, and these minutes of the Audit Committee were read,
approved and executed in the corporate book of the Company by the effective and
substitute (as applicable) members of the Audit Committee of the Company that
attended the meeting.
I certify that these minutes are a faithful copy of the minutes executed in the
Company's proper books.
Rio de Janeiro, March 9th, 2015.
_______________________________
Daniel Oliveira Branco Silva
Chairman

_______________________________
Sebastio Dantas Ramos
Secretary

Members of the Audit Committee in attendance:

DANIEL OLIVEIRA BRANCO SILVA
(as substitute member of Mr. Rubens Branco da Silva)
________________________________

EDUARDO BOTELHO KIRALYHEGY

________________________________

HLIO CARLOS DE LAMARE COX

________________________________

MILLS ESTRUTURAS E SERVIOS DE ENGENHARIA S.A

CNPJ/MF No. 27.093.558/0001-15
NIRE No. 33.3.0028974-7
MINUTES OF THE MEETING OF THE AUDIT COMMITTEE
HELD ON MARCH 9th, 2015
A PUBLICLY HELD COMPANY

EXHIBIT I
OPINION OF THE AUDIT COMMITTEE
The Audit Committee of Mills Estruturas e Servios de Engenharia S.A.
("Company"), in the exercise of its legal and statutory functions, in a meeting held
on March 9th, 2015, examined (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, 2014, as well as the opinion of the Independent Auditors attached to
the Financial Statements of the Company; (ii) the proposed capital budget for 2015,
as approved by the Board of Directors of the Company at the meeting held on the
date hereof; and (iii) the proposal to allocate the results for the fiscal year ended on
December 31, 2014, as approved by the Board of Directors of the Company at the
meeting held on the date hereof, as well as the information and clarification
provided by the representatives of the Company and opined, unanimously, and
without any restrictions, in favor of the matters mentioned above, recommending its
remittance to the Annual Shareholders' Meeting for appropriate legal purposes.
Rio de Janeiro, March 9 th, 2015.
Members of the Audit Committee in attendance:
Daniel Oliveira Branco
Silva

Eduardo Botelho
Kiralyhegy

Helio Carlos de Lamare

Cox