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 28, 2016.
DATE, TIME AND PLACE: On March 28, 2016, at 10 am, at the headquarters of
Mills Estruturas e Servios de Engenharia S.A. (Company), located at Estrada do
Guerengu, 1.381, Taquara, Jacarepagu, in the city and State of Rio de Janeiro
CALL NOTICE AND ATTENDANCE: This meeting was convened in accordance
with article 15, paragraphs 2 and 3 of the Company's bylaws. The absence of Mr.
Pedro Sampaio Malan was registered. Also attending the meeting Mr. Srgio Kariya,
Chief Executive Officer, Administrative Financial and Investor Relations Officer of
the Company.
CHAIR: CHAIRMAN: Mr. Andres Cristian Nacht; Secretary: Mr. Srgio Kariya.
AGENDA: Deliberate about the following matters: (i) the proposed compensation of
the Companys administrators for 2016; (ii) the proposed stock option plan of the
Company ("Stock Option Plan"), with the consequent convening of the
Extraordinary General Meeting; (iii) the dismissal and choice of new independent
auditors of the Company, from the fiscal year of 2016, as article 17, "t", of the
bylaws; and (iv) the change in the policy of disclosure of material act or fact of the
Company ("Disclosure Policy").
RESOLUTIONS: The matters on the Agenda having been discussed, the Directors
present resolved, upon unanimous vote, and without any qualifications or
restrictions:
(i)

to approve the proposed global compensation of the members of the

Companys Board of Directors and Board of Executive Officers for 2016, in
the amount of R$ 17,095,320.43 (seventeen million nighty five thousand three
hundred and twenty reais and forty three cents), to be submitted to the
Companys Shareholders Meeting, for the purposes of article 152 of the Law
n. 6.404/76.

(ii)

approved the proposal of the Stock Option Plan, which will be filed in the
Company, as well as the convening of the Extraordinary General Meeting,
that will be held together with the Ordinary General Meeting, in terms of
article 131, only paragraph, of Law 6404/76 to approve such plan;

(iii)

approved the appointment of the audit company KPMG Auditores

Independentes, located at Av. Almirante Barroso, 52 4 floor, ZIPCODE
20031-000 in the city and state of Rio de Janeiro, registered in the
CNPJ/MF n. 57.755.217/0003-90, for the provision of the services of an
independent audit of the Company, starting in the fiscal year of 2016,
replacing the company Deloitte Touche Tohmatsu Auditores
Independentes, in accordance with CVM Instruction n 308, of May 14,
1999, which determines the turnover of the independent auditors; the Board
authorized the Company to perform all and any acts and sign all and any
documents required for hiring now approved;

(iv)

approved, pursuant to item 8.1(ii) of the Disclosure Policy, amendment of

item 4.2 of the Disclosure Policy to adapt it to the wording of paragraph 4 of
article 3 of CVM Instruction 358 of January 3, 2002, as amended by the
CVM Instruction 547, February 5, 2014; in order to allow the Company to
disclose material acts or facts through a news portal with a page on the world
wide web, which provides, in section available for free access, the
information in its entirety;

(v)

on the deliberation of item (iv), above, it was approved the disclosure of the
acts and facts of the Company on the website of the newspaper Valor
Econmico, whose virtual address is www.valor.com.brvalor-ri; and

(vi) on the resolutions taken in items (iv) and (v), above, have adopted the new
wording of item 4.2 of the Disclosure Policy and its sub-items, which will
viger as below:
"4.2 Material Information will be disclosed to the public, as permitted by
CVM Instruction 358/02, in the news portal of the newspaper Valor
Econmico (www.valor.com.br/valor-ri) and at the Companys Investor
Relations website (www.mills.com.br/ri), both on the world wide web
(Internet), without prejudice to its communication to the CVM and
BM&FBOVESPA, in the form required by current regulations.
2

4.2.1 At the discretion of the Investor Relations Officer, the announcement

referred to in item 4.2 above can be made in addition, upon publication in
newspapers of wide circulation normally used by the company, provided, in
this case, the adoption of a summary indicating that the full report can be
accessed at the electronic address www.mills.com.br/ri.
4.2.2 The Material information should be presented in a clear and precise
manner, in language accessible to the investing public. Whenever a technical
concept that used at the discretion of the Investor Relations Officer, is
considered more complex, an explanation of its meaning must be on the
information disclosed.

CLOSING AND SIGNATURES: There being nothing more to address, the

Chairman 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 in attendance, by the Chairman, and by the
Secretary. Directors in attendance: Andres Cristian Nacht, Elio Demier, Nicolas
Arthur Jacques Wollack, Jorge Marques de Toledo Camargo and Francisca
Kjellerup Nacht.
Rio de Janeiro, March 28, 2016.
I certify that these minutes are a faithful copy of the minutes drawn up in the Companys
Book of Minutes.
_______________________________
Srgio Kariya
Secretary

ATA DE REUNIO DO CONSELHO DE ADMINISTRAO

REALIZADA EM [24] DE MARO DE 2016.

Anexo I
[NOTA PG-A: FAVOR INSERIR INTEIRO TEOR DA VERSO FINAL DO
PLANO DE OPO DE COMPRA]