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 JULY 14, 2011

DATE, TIME AND PLACE: On July 14, 2011, at 8:30 a.m., at the Companys headquarters at Avenida das Amricas 500, bloco 14, loja 108, salas 207 and 208, Barra da Tijuca, Shopping Downtown, in the City and State of Rio de Janeiro. CONVOCATION AND ATTENDANCE: The convocation was waived since all of the Companys Board Members were present, in accordance with article 15, 2 of its bylaws. Also present were Rubens Branco da Silva, Eduardo Botelho Kiralyhegy and Peter Edward Cortes Marsden Wilson, members of the Fiscal Council, for the purposes of 3 of Article 163 of Law 6.404 of December 15, 1976, as amended (the Brazilian Corporations Law). PRESIDING: Chairman: Andres Cristian Nacht; Secretary: Frederico tila Silva Neves. AGENDA: (1) ratify the designation of the specialized company Deloitte Touche Tohmatsu Auditores Independentes, a company established in the city of Rio de Janeiro, at Avenida Presidente Wilson, 231 - 22 andar, Centro, registered with the CNPJ/MF under n 49.928.567/0002-00 and with the CRC2SP under n 11.609/O-8 F RJ (the Valuation Company), indicated in the Protocol and Justification of the Merger (as defined below), as the company responsible for preparing the report appraising the net book value of GP Sul (the Valuation Report and, together with the Protocol and Justification, the Merger Documents); (2) approve the Protocol and Justification of the Merger, by the Company, of GP Andaimes Sul Locadora Ltda., registered with the CNPJ/MF under n 10.903.119/0001-28 (GP Sul), executed on this date (Protocol and Justification), under the terms of articles 224, 225 and 227 of the Brazilian Corporations Law, executed between the Company and GP Sul on July 14, 2011, which establishes the terms and conditions of the merger of GP Sul by the Company (the Merger); (3) approve the Valuation Report, which calculated the net worth of GP Sul for the purposes of the Merger; (4) approve the Merger under the terms of the Protocol and Justification; (5) approve the amendment of the Companys bylaws, in accordance with the proposal included in Annex I to these minutes (the Proposal to Amend the Bylaws); (6) approve the opening of a branch of the Company; (7) approve the convocation of a Companys Shareholders Meeting to deliberate the matters indicated in items (1)-(5) above, and the

ratification of the election of Director Jorge Marques de Toledo Camargo, as resolved at the Ordinary and Extraordinary Companys Shareholders Meeting held on April 19, 2011, and his appointment as an Independent Director of the Company. RESOLUTIONS: The matters on the agenda having been posited for discussion, the directors unanimously resolved to: 1. Approve the designation of the Valuation Company as the specialized company to prepare the Valuation Report; 2. Approve the Protocol and Justification, which establishes the terms and conditions of the Merger of GP Sul by the Company, its only quotaholder, and cause such document to become part of these minutes as Annex II; 3. Approve the Valuation Report, which calculated the net worth of GP Sul at its book value based on the balance sheet prepared for the base-date of May 31, 2011, at R$768,279.28 (seven hundred sixty-eight thousand, two hundred seventy-nine reais and twenty-eight centavos), and cause such document to become part of these minutes as Annex III; 4. Approve, under the terms of the Protocol and Justification, the Merger of GP Sul, which will be extinguished after the Merger, such that the Company will succeed it in all its rights and obligations, as provided in the Protocol and Justification; 5. Approve the amendment of the articles of the Companys bylaws specified below, under the terms of the Proposal to Amend the Bylaws annexed to these minutes as Annex I: the main clause and Sole Paragraph of Article 1; Article 2; Article 3; the main clause of Article 14, 2, 3 and 4 of Article 14; items (q), (u), (v), (w) and (x) of Article 17, 2 of Article 18; the Sole Paragraph of Article 21; 4, 5, 6 and 7 of Article 28; items (b), (c), (e) and (f) of the main clause of Article 30; item (c) of 1 of Article 30; 2 of Article 30; Article 31; the main clause of Article 32; items (e) and (f) of 2 of Article 32; the main clause and items (a) and (b) of Article 33; the main clause of Article 34; 4 of Article 34; item (a) of Article 35; Article 36; the main clause of Article 37, the Sole Paragraph of Article 37; Article 38, the main clause of Article 39; items (a) and (b) of Article 39; the main clause of Article 40; 1 and 2 of Article 40; the creation of items (a), (b) and (c) of 2 of Article 40; the deletion of Article 41; the deletion of items (a) and (b) of Article 41; Article 42; the main clause and Sole Paragraph of Article 43; the main clause and 1 of Article 44; the main clause of Article 45; Article 46; Article 47; Article 48 and Article 49. 6. Approve, under the terms of the sole of article 3 of the Companys bylaws, the opening of a branch in the City of Porto Alegre, in the State of Rio Grande do Sul, at Rua Conselheiro Travassos, 344, bairro So Geraldo, CEP 90230-140, where GP Sul is 2

currently headquartered, provided that this resolution is conditioned on approval of the Merger. 7. In light of the resolutions passed by the Board of Directors on this date, approve (i) the submission of the matters in items (1)-(4) above for the analysis of the Companys Fiscal Council; and (ii) the convocation of the Companys shareholders to deliberate in an extraordinary shareholders meeting on: (i) items (1)-(5) above; (ii) the restatement of the Companys bylaws to reflect the amendment approved herein; and (iii) the ratification of the election of Director Jorge Marques de Toledo Camargo, as resolved at the Ordinary and Extraordinary Companys Shareholders Meeting held on April 19, 2011, and his designation as an Independent Director of the Company. CLOSING: There being nothing more to address, the Chairman announced the work complete, and these minutes of the Board of Directors Meeting were drawn up, which, being read and approved, were signed in the book of minutes by all the members of the Companys Board of Directors, by the Chairman 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, July 14, 2011.

I certify that these minutes match those drawn up in the Book of Minutes.

_______________________________ Frederico tila Silva Neves Secretary

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 JULY 14, 2011

ANNEX I

PROPOSAL TO AMEND THE BYLAWS [THE REST OF THIS PAGE WAS INTENTIONALLY LEFT BLANK]

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 JULY 14, 2011

ANNEX II

PROTOCOL AND JUSTIFICATION OF THE MERGER [THE REST OF THIS PAGE WAS INTENTIONALLY LEFT BLANK]

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 JULY 14, 2011

ANNEX III

VALUATION REPORT [THE REST OF THIS PAGE WAS INTENTIONALLY LEFT BLANK]