MILLS ESTRUTURAS E SERVIÇOS 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 Serviços de Engenharia S.A. (the “Company”), located at Avenida das

Américas 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 Company’s 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 Átila 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. José 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 Company’s 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 Company’s Book

of Minutes.

_______________________________

Frederico Átila Silva Neves

Secretary