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 27, 2012

DATE, TIME AND PLACE: On March 27, 2012, at 09:00 a.m., at Avenida das Amricas 500, bloco 14, loja 108, salas 207 e 208, 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 Declaration of Purposes and Values of Mills Estruturas e Servios de Engenharia (Conduct Code). RESOLUTIONS: After analyzing and discussing the matter in the agenda, the Board of Directors resolved by unanimous decision and without any restriction, to approve The Declaration of Purposes and Values of Mills Estruturas e Servios de Engenharia (Conduct Code), in accordance with Annex I, which becomes an integral part of this minute, containing guidelines, which should be preserved in the Companys relationship with its administrators, employees, service providers and other individuals and entities with whom the Company relates to. The Conduct Code shall be disclosed to all of the Companys employees, and also to BM&FBovespa S.A. Bolsa de Valores, Mercadorias e Futuros, for purposes of item 6.9 from Novo Mercado Listing Rules.

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 27, 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

ANNEX I DECLARATION OF PURPOSES AND VALUES OF MILLS ESTRUTURAS E SERVIOS DE ENGENHARIA

Mills Estruturas e Servios de Engenharia S.A.

Why we exist We are working to make Mills a leader, a company that is reliable, honest, democratic and profitable, a company that recognizes its responsibility to build a Brazil that is sustainable, human and fair.

Purpose

What we believe And how we will behave Identity: Built on Trust

Responsible, ethical and trustworthy behavior Trust based on transparency Business results with social and environmental responsibility

Values

Competitiveness: Built on Competence

Survive, prosper and contribute Strive for excellence Develop competences that clients and partners value

Style: Built on Example

Participative leadership, supporting people and nurturing their progress People who make things happen Informal environment, where people enjoy their work, have freedom to make decisions, and are evaluated on merit.

MILLS ESTRUTURAS E SERVIOS DE ENGENHARIA S.A.

Purpose
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Why we exist
We work aiming Mills to be a leader company, trustful, honest, democratic and profitable, and assume its responsibility in the construction of a sustainable Brazil that is more human and just.

Values
What we believe And how we will behave Identity: Trust
Company with responsible, ethical and trustful behavior. Trustful based on transparency. Achieve results with social and environmental responsibility

Foundation: Competency
Survive, proper and contribute during several decades. To do well is our passion. To be in the edge of competences that clients and partners value.

Style: Example
Participative leadership that supports people and feed their progress Honest people that fascinate and make things happen. Informal environmental, where people work happily, with freedom to act and evaluated by merit.