MILLS ESTRUTURAS E SERVIOS DE ENGENHARIA S.A. CNPJ/MF N. 27.093.558/0001-15 NIRE 33.3.

0028974-7 A PUBLICLY HELD COMPANY MINUTES OF THE BOARD OF DIRECTORS MEETING HELD ON MARCH 19, 2012

DATE, TIME AND PLACE: On March 19, 2012, at 10:00 a.m., at Avenida das Amricas 500, bloco 14, loja 108, Barra da Tijuca, Shopping Downtown, in the City and State of Rio de Janeiro. CONVOCATION AND ATTENDANCE: The convocation was waived in light of the presence of all of the members of the Companys Board of Directors, pursuant to article 15, 2 of its Bylaws. PRESIDING: Chair: Andres Cristian Nacht; Secretary: Frederico tila Silva Neves. AGENDA: (i) deliberate the proposed compensation of the Companys administrators for 2012; and (ii) deliberate the convocation of the Companys annual and extraordinary shareholders meeting. RESOLUTIONS: The matters on the Agenda having been discussed, the directors resolved upon unanimous vote: (i) to approve the proposed global compensation of the members of the Board of Directors and the Board of Executive Officers for 2012, in the amount of R$10,671,000.00 (ten million, six hundred and seventyone thousand reais), to be submitted to the Companys shareholders meeting, for the purposes of article 152 of Law 6.404 of December 15, 1976, as amended (the Brazilian Corporations Law); and in light of the resolutions passed by the Board of Directors at this meeting, to approve the invitation to the Companys shareholders to,

(ii)

when gathered at an annual and extraordinary shareholders meeting, deliberate the following agenda: I. at the Annual Shareholders Meeting: (i) take the accounts of the administrators, examine, discuss and vote on the Management Report and the Financial Statements relating to the fiscal year ended December 31, 2011, as accompanied by the opinion of the independent auditors and the favorable opinion of the Fiscal Council; (ii) deliberate the proposed capital budget for 2012; (iii) deliberate the Administrations proposal regarding the allocation of results for the year ended December 31, 2011; (iv) reelect the members of the Companys Board of Directors; and (v) establish the compensation of the Companys administrators for fiscal year 2012; and II. at the Extraordinary Shareholders Meeting: (i) deliberate amending the Companys corporate purposes, with the consequent amendment to article 2 of the bylaws; (ii) deliberate amending the main clause of article 5 of the bylaws, to conform to the resolutions of the Board of Directors passed on July 27, 2011, September 23, 2011, October 24, 2011, January 24, 2012 and February 28, 2012, which approved increasing capital within the authorized capital limit; (iii) deliberate amending article 14 of the bylaws to conform to the new redaction of article 146 of the Brazilian Corporations Law; (iv) deliberate creating a permanent Fiscal Council for the Company, with a consequent amendment to article 28 of the bylaws, and the election of its members; (v) Deliberate amending the redaction of article 1 of the bylaws, to exclude the phrase if installed referring to the Companys Fiscal Council, since, upon approval of the amendment addressed in item "iv" of the agenda for the Extraordinary Shareholders Meeting, the Fiscal Council will become a body with permanent functions; (vi) establish the compensation of the members of the Companys Fiscal Council; (vii) deliberate amending article 47 of the Companys bylaws, to conform to the new redaction of the BM&FBOVESPA Market Arbitration Chambers Regulations (Regulamento de Cmara de Arbitragem do Mercado da BM&FBOVESPA); (viii) deliberate restating the Companys bylaws to reflect the above-mentioned amendments, if approved; and (ix) amend item 6.1 of the Companys Stock Option Plan as approved at the extraordinary shareholders meeting held on February 8, 2010, to 2

modify the criteria for setting the strike price of the options granted. Pursuant to article 17, line (r) of the Companys bylaws, the members of the Board of Directors manifested themselves in favor of all the above matters, and recommend their approval by the shareholders meeting. CLOSING: There being nothing more to address, the Chair closed the meeting, and these minutes of the Board of Directors Meeting were drafted, read, approved, and signed in the book of minutes by all members of the Companys Board of Directors, by the Chair, and by the Secretary. Directors in attendance: Andres Cristian Nacht, Elio Demier, Diego Jorge Bush, Nicolas Arthur Jacques Wollack, Pedro Malan, Pedro Chermont and Jorge Marques de Toledo Camargo. Rio de Janeiro, March 19, 2012.

I certify that these minutes are a faithful copy of the minutes drawn up in the Book of Minutes.

_______________________________ Frederico tila Silva Neves Secretary