MILLS ESTRUTURAS E SERVIOS DE ENGENHARIA S.A. CORPORATE TAXPAYERS ID (CNPJ/MF): 27.093.558/0001-15 CORPORATE REGISTRY (NIRE): 33.3.

0028974-7 A PUBLICLY-HELD COMPANY MINUTES OF THE MEETING OF THE FISCAL COUNCIL HELD ON FEBRUARY 9, 2012.

DATE, TIME AND PLACE: On February 9, 2012, at 11:00 a.m., at Avenida das Amricas 500, bloco 14, loja 108, Barra da Tijuca, Shopping Downtown, in the City of Rio de Janeiro, State of Rio de Janeiro. CALL NOTICE: Call notice was waived as all members of the Fiscal Council by the Council Chairman, pursuant to its Internal Statute. ATTENDANCE: The following sitting members of the Fiscal Council attended the meeting: Rubens Branco da Silva, Eduardo Botelho Kiralyhegy and Maurcio Rocha Alves de Carvalho. Also present were Administrative and Financial Officer Mr. Frederico tila Silva Neves, and Mr. Antnio Carlos Brando de Sousa, registered with the CRC/RJ under n. CRC 1RJ 65.976/O-4, representing Deloitte Touche Tomahtsu Auditores Independentes, to provide necessary clarification. PRESIDING BOARD: Chairman: Rubens Branco da Silva; Secretary: Rafael Machado da Conceio. AGENDA: Take notice of and issue an opinion on (i) the Management Report and the Companys Financial Statements relating to the fiscal year ended December 31, 2011; (ii) the proposal for the allocation of net income for the fiscal year ended December 31, 2011, as approved by the Board of Directors at the meeting held on February 9, 2012; and (iii) the proposed capital budget for fiscal year 2012, as approved by the Board of Directors at the meeting held on February 9, 2012.

RESOLUTIONS: The Councilors unanimously resolved in favor, without any reservation, on (i) the Management Report and the Companys Financial Statements relating to the fiscal year ended December 31, 2011, as well as the opinion of the Companys independent auditors, Deloitte Touche Tomahtsu Auditores Independentes, relating to such financial statements; (ii) the proposal for the allocation of net income for the fiscal year ended December 31, 2011, as approved by the Board of Directors at the meeting held on February 9, 2012; and (iii) the proposed capital budget for fiscal year 2012, as approved by the Board of Directors at the meeting held on February 9, 2012. In light of the resolutions passed, the Councilors approved, finally, the favorable and unqualified opinion with respect to such matters, under the terms of the Annex to these minutes, and that it be sent to the Companys shareholders meeting. CLOSING: There being no further business to discuss, the Chairman of the Fiscal Council adjourned the meeting, and the minutes of the Fiscal Council Meeting were drawn up, which were then read, approved, and signed in the Companys records by all members of the Companys Council.

Rio de Janeiro, February 9, 2012.

I certify that these minutes are a faithful copy of the minutes drawn up in the Book of Minutes. This is a free translation of the original document filed in the Companys records.

_______________________________ Rubens Branco da Silva Chairman

_______________________________ Rafael Machado da Conceio Secretary

Councilors in Attendance:

RUBENS BRANCO DA SILVA ________________________________

EDUARDO BOTELHO KIRALYHEGY

________________________________ MAURCIO ROCHA ALVES DE CARVALHO ________________________________

ANNEX

TO THE MINUTES OF THE MEETING OF THE FISCAL COUNCIL

HELD ON FEBRUARY 9, 2012.

OPINION OF THE FISCAL COUNCIL

The Fiscal Council of Mills Estruturas e Servios de Engenharia S.A. (the Company), in the exercise of its legal and statutory functions, in the meeting held on February 9, 2012, examined (i) the Management Report and the Companys Financial Statements relating to the fiscal year ended December 31, 2011, as well as the opinion of the Companys independent auditors, Deloitte Touche Tomahtsu Auditores Independentes, relating to such financial statements; (ii) the proposal for the allocation of net income for the fiscal year ended December 31, 2011, as approved by the Board of Directors at the meeting held on February 9, 2012; and (iii) the proposed capital budget for fiscal year 2012, as approved by the Board of Directors at the meeting held on February 9, 2012, and have unanimously resolved in favor of the items previously mentioned, with no qualification, and indicating its forwarding to the Annual Shareholders Meeting for the proper purposes of the law. Rio de Janeiro, February 9, 2012. Members of the Fiscal Council:

Rubens Branco da Silva

Eduardo Botelho Kiralyhegy

Maurcio Rocha Alves de Carvalho