MILLS ESTRUTURAS E SERVIOS DE ENGENHARIA S.A.

Corporate Taxpayers ID (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 MAY 15, 2014.

DATE, TIME AND PLACE: Held on May 15, 2014, at 09:00 a.m., at the Companys
headquarters, in the city of Rio de Janeiro, state of Rio de Janeiro, Avenida das Amricas,
n 500, bloco 14, loja 108, salas 207 e 208, Barra da Tijuca, Shopping Downtown.

CALL NOTICE: Call notice was waived as all members of the Companys Board of
Directors were present, in accordance with article 15, paragraph 2 of the Bylaws.

ATTENDANCE: All the Board members attended the meeting: Andres Cristian Nacht,
Elio Demier, Diego Jorge Bush, Nicolas Arthur Jacques Wollak, Pedro Sampaio Malan,
Jorge Marques de Toledo Camargo and Francisca Kjellerup Nacht.

PRESIDING BOARD: Chairman: Mr. Andres Cristian Nacht, and Secretary Mr.
Gabriel Felipe Novaes Esteves.

AGENDA: To approve the Increase of the Companys capital stock, within the authorized
capital limit, according to the Companys Bylaws, by means of the issuance of new
common shares, due to the exercise of stock options, according to the Companys Stock
Option Plan (1/2010), Companys Stock Option Plan (1/2011), Companys Stock Option
Plan (1/2012) and Companys Stock Option Plan (1/2013), all of them archived in the
Companys headquarters and related to the Stock Option Plan, approved on
February 8, 2010 and amended on April 20, 2012.


RESOLUTIONS: The Board of Directors resolved by unanimous vote and without any
restrictions to:

1. Approve, pursuant to article 5, second paragraph of the Companys Bylaws, the
issuance of 250,004 (two hundred fifty thousand and four) common, book-entry shares,
with no par value of the Company, within the authorized capital limit, at the issuance price
of R$13.44 (thirteen reais and forty-four cents) per share, amounting to a total of
R$3,360,053.76 (three million, three hundred sixty thousand, fifty-three reais and
seventy-six cents), in view of the exercise of stock option by a part of the beneficiaries of
the Companys Stock Option Plan (1/2010).

2. Approve, pursuant to article 5, second paragraph of the Companys Bylaws, the
issuance of 95,391 (ninety-five thousand, three hundred ninety-one) common, book-entry
shares, with no par value of the Company, within the authorized capital limit, at the
issuance price of R$22.20 (twenty-two reais and twenty cents) per share, amounting to a
total of R$2,117,680.20 (two million, one hundred seventeen thousand, six hundred eighty
reais and twenty cents), in view of the exercise of stock option by a part of the
beneficiaries of the Companys Stock Option Plan (1/2011).

3. Approve, pursuant to article 5, second paragraph of the Companys Bylaws, the
issuance of 24,800 (twenty-four thousand and eight hundred) common, book-entry shares,
with no par value of the Company, within the authorized capital limit, at the issuance price
of R$5.93 (five reais and ninety-three cents) per share, amounting to a total of
R$147,064.00 (one hundred forty-seven thousand and sixty-four reais), in view of the
exercise of stock option by a part of the beneficiaries of the Companys Stock Option Plan
(1/2012).

4. Approve, pursuant to article 5, second paragraph of the Companys Bylaws, the
issuance of 101,550 (one hundred one thousand and five hundred fifty) common, book-
entry shares, with no par value of the Company, within the authorized capital limit, at the
issuance price of R$21.03 (twenty-one reais and three cents) per share, amounting to a
total of R$2.135.596,50 (two million, one hundred thirty-five thousand, five hundred
ninety-six reais and fifty cents), in view of the exercise of stock option by a part of the
beneficiaries of the Companys Stock Option Plan (1/2012).

5. Approve, pursuant to article 5, second paragraph of the Companys Bylaws, the
issuance of 63,827 (sixty-three thousand eight hundred and twenty-seven) common, book-
entry shares, with no par value of the Company, within the authorized capital limit, at the
issuance price of R$6.95 (six reais and ninety-five cents) per share, amounting to a total of
R$443,597.65 (four hundred forty-three thousand, five hundred and ninety-seven reais and
sixty-five cents), in view of the exercise of stock option by a part of the beneficiaries of
the Companys Stock Option Plan (1/2013).

6. Pursuant to the abovementioned Companys Stock Option Plan, the capital increase
is herein is fully subscribed by the beneficiaries in accordance with the respective
subscription forms signed and delivered by their respective beneficiaries on the present
date, and now archived on the Company's headquarters, and payment of the new shares
will be made according to the terms provided therein.

7. The above mentioned issued shares can only be traded by the beneficiaries after the
payment of, according to the Companys Stock Option Plan (1/2010), Companys Stock
Option Plan (1/2011), Companys Stock Option Plan (1/2012) and Companys Stock
Option Plan (1/2013).

8. According to article 171, paragraph three of the Brazilian Corporate Law, there will
not be preemptive rights to the Companys shareholders as the new shares are issued for
the exercise of stock options.

9. In view of the issuance of new shares of the Company, as described in items 1 to 5
above, the Companys capital stock is increased in the amount of R$8,203,992.11 (eight
million, two hundred and three thousand, nine hundred ninety-two reais and eleven cents),
from R$554,849,848.09 (five hundred fifty-four million, eight hundred forty-nine
thousand, eight hundred forty-eight reais and nine cents), represented by 127,490,508 (one
hundred twenty-seven million, four hundred ninety thousand and five hundred eigh)
common, book-entry shares, with no par value to the amount of R$563,053,840.20 (five
hundred sixty-three million, fifty-three thousand, eight hundred forty reais and twenty
cents), represented by 128,026,080 (one hundred twenty-eight million, twenty-six thousand
and nine hundred ninety-eight) common, book-entry shares, with no par value.

10. Shares issued pursuant to items 1 to 5 above are subject to the same conditions, in
respect of the payment of dividends and interest on shareholders equity that shall be
distributed by the Company as of the present date.

CLOSURE: There being no further business to discuss, the Chairman adjourned the
meeting and the Minutes were drawn up, which were then read, approved and signed in the
Companys records by attendees. Chairman: Andres Cristian Nacht, Secretary: Gabriel
Felipe Novaes Esteves. Board Members: Andres Cristian Nacht, Elio Demier, Diego Jorge
Bush, Nicolas Arthur Jacques Wollak, Pedro Sampaio Malan, Jorge Marques de Toledo
Camargo and Francisca Kjellerup Nacht.

Rio de Janeiro, May 15, 2014.

I certify that this is a conformed copy of the minutes executed in the Company's proper
book.

____________________________
Gabriel Felipe Novaes Esteves
Secretary


This is a free English translation of the Minutes drawn up in the Companys records.