MILLS ESTRUTURAS E SERVIOS DE ENGENHARIA S.A.

Public Held Company Corporate Registry (NIRE) 33.3.0028974-7 Corporate Taxpayer's ID (CNPJ/MF) n. 27.093.558/0001-15

MINUTES OF THE BOARD OF DIRECTORS' MEETING HELD ON AUGUST 3, 2012 DATE, TIME AND PLACE: August 3, 2012, at 2:00 p.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 bylaws. ATTENDANCE: all members of the Company's Board of Directors attended the meeting. PRESIDING BOARD: the meeting was presided by Mr. Andres Cristian Nacht. Mr. Frederico tila Silva Neves, Chief Financial of the Company, acted as secretary. AGENDA: 1. To approve the second issuance, by the Company, in up to two series, of nonconvertible debentures ("Debentures" e "Issuance"), in a public offering with restricted placement efforts, pursuant to CVM Instruction 476, of January 16, 2009, as amended ("CVM Instruction 476") ("Offering"). To authorize the Company's Board of Executive Officers, upon approval of the Offering, to (i) execute all documents and any amendments thereto and to take all necessary actions to the completion of the Issuance and Offering; (ii) engage (a) financial institution(s) to intermediate and coordinate the Offering ("Underwriter"); and (b) other service providers in connection with the Issuance and the Offering, including institution providing registrar services ("Registrar"), the paying agent ("Paying Agent"), trustee for debentures holders ("Trustee"), and legal advisors, among others, with

2.

powers to negotiate and execute the respective contracts; and (iii) irrespective of new determination by Company's Board of Directors or by other Board of Executive Officer's meeting, as a result of the Bookbuilding Procedure (as defined below), to determine the Compensation (as defined below) and to approve the amount of Debentures to be effectively issued, with the consequent amendment to the indenture of the Debentures ("Indenture"). 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: I. II. Number of this Issuance. The Debentures represent the second issuance of debentures by the Company. Total Issuance Amount. The total Issuance amount of the Issuance shall be equivalent to two hundred seventy million reais (R$270.000.000,00), at the Issue Date (as defined below), observed the disposed at the item III below. Number of Debentures. A maximum of twenty and seven thousand (27.000) Debentures will be issued, as defined at the Bookbuilding Procedure (as defined below), subject to a minimum of 20.000 (twenty thousand) Debentures, and that any balance of Debentures not placed under the Offering will be canceled by the Company through the amendment to the Indenture, without the necessity of realization the debenture holders general(s) meeting(s). Par Value. Each Debenture shall have unit nominal value of ten thousand reais (R$10,000.00), at the Issue Date ("Par Value"), subject to the provisions of the article 4, item II, of the CVM Instruction 476. Series. This Issuance shall be made in up to two (2) series, and the amount of Debentures to be allocated in each series will be defined according to the Bookbuilding Procedure (as defined below), in accordance of the item VII below (i) the allocation of the Debentures between the series shall be made on a flexible basis, provided that the sum of the amount of the first series Debentures ("Debentures of the First Series") and the second series Debentures ("Debentures of the Second Series") shall not exceed the amount 2

III.

IV.

V.

provided the item III above, and (ii) any one of the series might not be issued, depending of the result of the Bookbuilding Procedure (as defined below). VI. Placement. The Debentures shall be placed in a public offering with restricted placement efforts by the Underwriter, pursuant to CVM Instruction 476 and among others legal provisions and applicable regulations, under the regime of firm guarantee in relation to twenty thousand (20.000) Debentures, and under the regime of best efforts, in relation to the rest of the Debentures, with intermediation by the Underwriter(s), having as target audience qualified investors, as defined under Article 4 of CVM Instruction 476 ("Qualified Investors"). Bookbuilding. It shall be adopted the procedure for collection of investment intention, organized by the Underwriter(s) without receiving reservations, without minimum or maximum lots for the definition, with the Company, subject to the provisions of Article 3 of CVM Instruction 476 ("Bookbuilding Procedure"): (a) by the Issuance in a single series or in 2 (two) series and by the number of Debentures of the First Series and/or issuance and the number of Debentures of the Second Series, subject to the limits in the item V above; and (b) by the Compensation of the First Series (as defined below), subject to the limits in the item XVII below, subitem (b), and/or by the Compensation of the Second Series ( as defined below), subject the limits in the item XVII below, subitem (b). VIII. Time of Subscription. Except as otherwise meeting the requirements set out in the Indenture, the Debentures 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. Subscription and Payment Forms and Payment Price. The Debentures shall be subscribed and paid through the Securities Distribution Module (SDT Mdulo de Distribuio), managed and operated by CETIP S.A. Mercados Organizados ("CETIP"), and the distribution shall be settled in accordance with CETIP's rules, by maximum of twenty (20) Qualified Investors, in cash, upon 3

VII.

IX.

subscription ("Payment Date"), in national currency, at the Par Value, increased by the Compensation (as defined below), calculated pro rata temporis since de Issue Date until the respective Payment Date. X. Trading. The Debentures shall be registered for trading on the secondary market through the Debentures National System (SND Mdulo Nacional de Debntures), managed and operated by CETIP. The Debentures shall only be trade among Qualified Investors and after ninety (90) 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. Form and Proof of Ownership. The Debentures shall be issued in nominative and book-entry form, without the issuance of certificates, and, for all legal purposes, the ownership of the Debentures shall be evidenced by the deposit account statement issued by the Registrar, and additionally, with respect to the Debentures electronically custodied at CETIP, a statement on behalf of the Debentures holder shall be issued, which shall serve as evidence of ownership of the Debentures. Convertibility. The Debentures will not be convertible into shares issued by the Company. Species. The Debentures shall be unsecured, pursuant to the terms of the article 58, caput, by the Law n. 6.404, December 15, 1976, as amended. Issue Date. For all legal purposes, the issue date shall be August 15, 2012 ("Issue Date"). Term and Expiration Date. Subject to the assumptions of early redemption of the Debentures and/or early maturity of obligations under the Debentures, set forth at the Indenture: (a) the term of the Debentures of the First Series shall be of five (5) years, from the Issue Date, expiring, therefore, on August 15, 2017 ("Expiration Date of the First Series"); and

XI.

XII. XIII.

XIV. XV.

(b) the term of the Debentures of the Second Series shall be of eight (8) years, from the Issue Date, expiring, therefore, on August 15, 2020 ("Expiration Date of the Second Series"). XVI. Payment of Principal. Without prejudice to the payments resulting from early redemption and/or early maturity of the obligations arising from the Debentures, pursuant to the provisions of the Indenture: (a) the Par Value of each one of the Debentures of the First Series shall be amortized in two (2) annual and successive installments, each one in the amount corresponding to fifty percent (50%) of the Par Value of each of the Debentures of the First Series, due on August 15, 2016 and at the Expiration Date of the First Series; and (b) the Par Value of each one in the Second Series Debentures shall be amortized in three (3) annuals and successive installments, in the following order: (i) two (2) installments, each one in the amount corresponding to thirty three point thirty three percent (33.33%) of the Par Value, the first installment due on August 15, 2018, and the second installment due on August 15, 2019, and (ii) one (1) installment in the amount corresponding to the outstanding balance of the Par Value of each of the Debentures, due on the Expiration Date of the Second Series. XVII. First Series Compensation. The compensation of each of the Debentures of the First Series shall be as follows: (a) Monetary Adjustment: the Par Value of each of the Debentures of the First Series shall not subject to monetary adjustment; and (b) interest: on the outstanding balance of the Par Value of each of the Debentures shall accrue compensatory interests corresponding to one hundred percent (100%) the accrued variation of one-day interbank deposit rate (DI) daily average rates, "over extra-group", expressed on an annual percentage basis, considering two hundred and fifty-two (252) business days, calculated by CETIP on a daily basis and disclosed in its daily release available on its website (http://www.cetip.com.br) ("DI Rate"), with an exponentially added surtax equivalent to one percent 1,00% (one percent) per annum, considering two 5

hundred and fifty-two (252) business days ("Surtax" and, together with the DI Rate, "Compensation"), calculated exponentially and cumulatively pro rata temporis per business days, from the Issue Date or the immediately preceding date of payment of the Compensation, as the case may be, up to the date of effective payment. Without prejudice to the payments resulting from early redemption or early amortization of the Debentures and/or early maturity of the obligations arising from the Debentures, pursuant to the provisions in this Indenture, the payment of the first installment of the Compensation shall be due on February 15, 2013 and from this date forth until the First Series Expiration Date. XVIII. Second Series Compensation. The compensation of each of the Debentures of the Second Series shall be as follows: (a) Monetary Adjustment: the Par Value of each one Debentures of the Second Series shall be updated by the variation of the National Broad Consumer Price Index published by National Institute of Geography and Statistics ("IPCA"), since the Issue Date until the effective payment date, the update of the product should be incorporated into the Par Value of each Debentures of Second Series automatically ("Monetary Adjustment of the Second Series"). Without prejudice to the payments resulting from early maturity of the obligations arising from the Debentures, pursuant to the provisions of the Indenture, the Monetary Adjustment of the Second Series shall be paid at the same date and at the same proportion of the amortizations by the Par Value of each one of Debentures of the Second Series, pursuant to the provisions of the item XVI above, subitem (b); and (b) interest: on the outstanding balance of the Par Value of each one of the Debentures of the Second Series, updated by the Monetary Adjustment of the Second Series, shall incur on compensatory interest corresponding to a determinate annual percentage basis, considering two hundred and fifty-two (252) business days, to be settle according with the Bookbuilding Procedure, and, in any case, limited to five point ninety percent (5.90%) per annum, considering two hundred and fifty 6

two (252) business days ("Second Series Interest", and, together with the Monetary Adjustment of the Second Series, "Compensation of the Second Series", and the First Series Compensation and the Second Series Compensation, when referred to indistinctly, "Compensation"), calculated exponentially and cumulatively pro rata temporis per business days, levied on the outstanding on the Par Value of the Debentures of the Second Series from the Issue Date or the Second Series Interest due date immediately prior, as appropriate, until the date of actual payment. Without prejudice to the payments resulting from early redemption or early amortization of the Debentures and/or early maturity of the obligations arising from the Debentures, pursuant to the provisions in this Indenture, the payment of the Second Series Interest shall be paid annually from the Issue Date, occurring the first payment on August 15, 2013 and from this date forth until the Second Series Expiration Date. XIX. Delinquency Charges. In case of failure to pay any amount due by the Company to the Debenture Holders, pursuant to the Indenture, in addition to the payment of Compensation, calculated pro rata temporis from the Issue Date or the payment date of Compensation immediately preceding, as the case may be, until the effective payment date of all and any amount due, irrespective of notification, judicial or extrajudicial notice, shall incur on (i) interest in arrears of one percent (1%) per month or fraction, calculated pro rata temporis from the date of default until the effective payment date; and (ii) delinquency fine of two percent (2%). Scheduled Renegotiation. There is no scheduled renegotiation of the Debentures. Early Redemption. The Company shall not redeem the Debentures before maturity. Early Amortization. The Company shall not redeem the Debentures before maturity. Acceleration. The obligations under the Debentures shall be subject to acceleration in the cases and under the terms set forth in the Indenture. 7

XX. XXI. XXII. XXIII.

XXIV.

Use of proceeds. The net proceeds from the Offering will be fully used to (a) finance investments to be made by the Company; (b) payment of Company debts; and (c) Company general corporate purposes.

2.

Authorize the Company's Board of Executive Officers to (i) enter into all documents and amendments thereto and to take all actions necessary in connection with the Issuance and Offering, including the coordination and public distribution agreement but not limited to the Debentures; (ii) engage (a) the Underwriter, and (b) other service providers in connection with the Issuance and the Offering, including the Registrar, the Payment Agent, the Trustee, the legal advisors and, among others; with powers to negotiate and execute the respective contracts and fix their legal fee; and (iii) independently of new determination by Company's Board of Directors or by other Board of Executive Officer's meeting, as a result of the Bookbuilding Procedure, to determine the Compensation and to approve the amount of Debentures to be effectively issued, with the consequent amendment to the Indenture.

CLOSURE: all the documents mentioned herein have been duly initialed by the Board and will be filed at the Company's headquarters. There being no further business to discuss, these Minutes were drawn up, read, approved and singed by all the members of the Board of Directors, namely: Andres Cristian Nacht, Elio Demier, Diego Jorge Bush, Nicolas Arthur Jacques Wollack, Pedro Malan, Pedro Chermont e Jorge Marques de Toledo Camargo. Rio de Janeiro, August 3, 2012. This is a free translation of the original document filed in the Company's records. Frederico tila Silva Neves Secretary