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 MEETING OF THE BOARD OF DIRECTORS
HELD ON MAY 22, 2014.
DATE, TIME AND PLACE: May 22, 2014, at 10:00 a.m., at the headquarters of Mills
Estruturas e Servios de Engenharia S.A. (the Company), located at Avenida das
Amricas 500, bloco 14, loja 108, Barra da Tijuca, Shopping Downtown, in the City and
State of Rio de Janeiro.
CALL NOTICE: Call notice was waived in view of the attendance of all of the members of
the Companys Board of Directors, pursuant to article 15, 2 of its Bylaws, in compliance
with the requirements established therein.
PRESIDING: Chairman: Andres Cristian Nacht; Secretary: Frederico tila Silva Neves.
AGENDA: Deliberating the renewal of the Human Resources Committee, examining,
discussing and voting on (a) its composition and rules of management, and (b) the payment
of its members.
RESOLUTIONS: Having the matters in the Agenda been discussed, the Directors resolved,
upon unanimous vote, and without any qualifications or restrictions:
1. to approve, in accordance with article 16 of the By-laws of the Company, the
maintenance of the Human Resources Committee until May 22, 2015, as such term may
be modified at any time upon deliberation of the Board of Directors, with the same
attributions originally defined: (a) attendance to meetings and advise to the Board of
Directors in the elaboration, planning and implementation of strategies that aim for the
increase of the Company's capacity to attract and preserve its talents, as well as to
improve the labor environment, and (b) to present the proposals on compensation of
Executive Officers for analysis and approval of the Board of Directors;
1.1. The Human Resources Committee will meet every fifteen days, ordinarily, and
extraordinarily whenever necessary, always as convened by its members, subject as
applicable, to the same rules applicable to the Board of Directors meetings.
Whenever necessary, the Human Resources Committee may invite other
participants to the meetings, including the Company's Executive Officers and
others employees and specialized consultants, none of whom shall have voting
rights, exclusively to provide clarifications to the Human Resources Committee
2

members, as requested.
1.2. The Board of Directors approved the reelection of (i) Mr. Elio Demier, Brazilian,
divorced, publicist, resident and domiciled in Sorocaba Street No. 691,
apartment 502, Botafogo, in the City of Rio de Janeiro, in the State of Rio de
Janeiro with identity card No. 81.034.346-7, issued by IFP/RJ and Individual Tax
Registration No. 260.066.507-20; and (ii) Mr. Jos Felipe Vieira Castro, Brazilian,
married, economist, resident and domiciled in Teofilo Otoni Street No. 15 5th
floor, in the City of Rio de Janeiro, in the State of Rio de Janeiro with identity card
No. 2824238, issued by IFP/RJ and Individual Tax Registration No. 402.760.747-
34, both of whom have already filled such position during the term between May
22, 2013 and May 22, 2014, to fulfill the term of office indicated on item "1",
above.
1.3. The monthly compensation of each member of the Human Resources Committee
Members, was set as the amount of 50% (fifty percent) of the monthly
compensation payable to each member of the Company's Board of Directors. The
members of the Human Resources Committee that are employees or Executive
Officers (as applicable) of the Company, will not be entitled to such compensation.
The remuneration of the members of the Committees may be changed by the Board
of Directors, regardless prior notice.
CLOSING AND SIGNATURES: There being nothing more to address, the Chairman adjourned
the meeting, and these minutes of the Meeting of the Board of Directors were drafted, read,
approved, and signed in the book of minutes by all members of the Companys Board of
Directors in attendance, by the Chairman, and by the Secretary. Directors in attendance:
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 22, 2014.

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

_______________________________
Frederico tila Silva Neves
Secretary