MILLS ESTRUTURAS E SERVIÇOS DE ENGENHARIA S.A.

Public Held Company

Corporate Registry (NIRE) 33.3.0028974-7

Corporate Taxpayer's ID (CNPJ/MF) No. 27.093.558/0001-15

MINUTES OF THE BOARD OF DIRECTORS' MEETING

HELD ON APRIL 23, 2014

DATE, TIME AND PLACE: April 23, 2014, at 14:00, at the head offices of Mills

Estruturas e Serviços de Engenharia S.A. ("Company"), a publicly-held company

registered at the Brazilian Securities and Exchange Commission ("CVM"), located

at Avenida das Américas 500, bloco 14, loja 108, salas 207 and 208, Barra da

Tijuca, Shopping Downtown, in the City of Rio de Janeiro, State of Rio de Janeiro.

CALL NOTICE: call notice was waived in view of the attendance of all the members

of the Company's Board of Directors, pursuant to paragraph 2nd

, article 15 of its by-

laws.

ATTENDANCE: all members of the Company's Board of Directors attended the

meeting, in addition to Mr. Frederico Átila Silva Neves, Chief Administrative and

Financial Officer of the Company, and, for the purposes of article 163,

paragraph 3rd

, of the Brazilian Corporate Law (as defined below), Mr. Eduardo

Botelho Kiralyhegy, member of the Fiscal Council.

PRESIDING BOARD: the meeting was presided by Mr. Andres Cristian Nacht.

Mr. Frederico Átila Silva Neves acted as secretary.

AGENDA:

1. To approve the third issuance, by the Company, in single series, of non-

convertible, unsecured debentures ("Debentures"), pursuant to Law 6.404, of

December 15, 1976, as amended ("Brazilian Corporate Law") ("Issuance"), in

a public offering with restricted placement efforts, pursuant to Law 6.385, of

December 15, 1976, as amended ("Securities Market Law"), CVM Instruction

476, of January 16, 2009, as amended ("CVM Instruction 476"), and other

legal and regulatory provisions ("Offering").

2. To authorize the Company's Board of Executive Officers, upon approval of

the Offering, to (i) negotiate all necessary terms and conditions to the

completion of the Issuance and Offering; (ii) execute all documents and any

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amendments or substitutions, and perform any and all action as necessary or

convenient related to the completion of the Issuance and the Offering and the

faithful fulfillment of the resolutions herein; (iii) engage (a) financial

institution(s) to intermediate and coordinate the Offering ("Underwriter(s)");

and (b) other service providers in connection with the Issuance and the

Offering, including institution book-entry registration services ("Registrar"),

the paying agent ("Paying Agent"), trustee for debentures holders ("Trustee"),

credit rating agencies and external legal advisors, among others, with powers

to negotiate and execute the respective contracts, and to fix the respective

fees; and (iv) irrespective of new determination by Company's Board of

Directors or by other Board of Executive Officer's meeting, as a result of the

Bookbuilding Procedure (as defined below), to determine the Interest (as

defined below), with the consequent amendment to the indenture of the

Debentures ("Indenture").

3. To ratify the actions taken by the Company in connection with the proposals

above.

RESOLUTIONS: after analyzing and discussing the matters in the agenda, the

members of the Company's Board of Directors resolved by unanimous decision and

without any restriction, to:

1. Approve the Issuance and the Offering, with the following characteristics and

main conditions, which will be detailed and regulated in the Indenture:

I. Number of this Issuance. The Debentures represent the third

issuance of debentures by the Company.

II. Total Issuance Amount. The total amount of the Issuance shall

amount R$200.000.000,00 (two hundred million reais), at the Issue

Date (as defined below).

III. Number of Debentures. 20.000 (twenty thousand) Debentures shall

be issued.

IV. Par Value. Each Debenture shall have par value of R$10,000.00

(ten thousand reais) ("Par Value"), subject to the provisions of the

article 4º, item II, of the CVM Instruction 476.

V. Tranches. This Issuance shall be made in a single series.

VI. Placement. The Debentures shall be placed in a public offering with

restricted placement efforts, pursuant to Securities Market Law,

CVM Instruction 476 and other legal provisions and applicable

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regulations, and the Underwriting Agreement of the Debentures

("Underwriting Agreement"), with Underwriter(s) intermediation,

under the regime of firm guarantee in relation to the total amount of

Debentures, directed at qualified investors, as defined under

article 4 of CVM Instruction 476 ("Qualified Investors").

VII. Bookbuilding. It shall be adopted the procedure for collection of

investment intention, organized by the Underwriter(s) without

reservations receipt, without minimum or maximum lots, with the

Company, subject to the provisions of article 3 of CVM

Instruction 476, of Interest, in compliance with the limit set forth in

the item (xvii) below, subheading (b) ("Bookbuilding Procedure"):

VIII. Time of Subscription. Except as otherwise set out in the Indenture,

the Debentures shall be subscribed at any time, as from the

placement commencement date of the Offering, subject to (i) the

provisions of article 8, paragraph 2nd

, of CVM Instruction 476; and

(ii) the terms and conditions set out in the Underwriting Agreement.

IX. Form of Subscription and Payment and Payment Price. The

Debentures shall be subscribed and paid through the Securities

Distribution Module (MDA – Módulo de Distribuição de Ativos),

managed and operated by CETIP S.A. – Mercados Organizados

("CETIP"), by a maximum of 20 (twenty) Qualified Investors, on

demand, upon subscription ("Payment Date"), in national currency,

at the Par Value, increased by the Interest, calculated pro rata

temporis since de Issue Date until the respective Payment Date.

X. Trading. The Debentures shall be registered for trading on the

secondary market through the CETIP21 Module – Securities

(Módulo CETIP21 – Títulos e Valores Mobiliários), managed and

operated by CETIP. The Debentures shall only be traded over-the-

counter after ninety (90) days as from the subscription or acquisition

date, pursuant to articles 13 and 15 of CVM Instruction 476 and

upon compliance, by the Company, with the obligations set forth in

article 17 of CVM Instruction 476.

XI. Form and Proof of Ownership. The Debentures shall be issued in

nominative and book-entry form, without the issuance of

certificates, and, for all legal purposes, the ownership of the

Debentures shall be evidenced by the deposit account statement

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issued by the Registrar, and additionally, with respect to the

Debentures electronically custodied at CETIP, a statement on behalf

of the Debentures holder shall be issued, which shall serve as

evidence of ownership of the Debentures.

XII. Convertibility. The Debentures shall not be convertible into shares

issued by the Company.

XIII. Species. The Debentures shall be unsecured, pursuant to the terms

of the article 58, caput, of the Brazilian Corporate Law.

XIV. Issue Date. For all legal purposes, the issue date shall be May 30,

2014 ("Issue Date").

XV. Term and Expiration Date. Subject to the cases of early redemption

of the Debentures and/or early maturity of obligations arising from

the Debentures, as set forth at the Indenture, the term of the

Debentures shall be of 5 (five) years, as from the Issue Date,

therefore expiring, on May 30, 2019 ("Expiration Date").

XVI. Payment of Principal. Without limiting the payments resulting from

early redemption and/or early maturity of the obligations arising

from the Debentures, pursuant to the provisions of the Indenture, the

Par Value of the Debentures outstanding shall be amortized in 3

(three) annual and successive installments, being:

(a) the first installment corresponding to 33,3300% (thirty three and

thirty three hundredths percent) of the Par Value of the

Debentures outstanding, due in May 30, 2017;

(b) the second installment corresponding to 33,3300% (thirty three

and thirty three hundredths percent) of the Par Value of the

Debentures outstanding, due in May 30, 2018;

(c) the third installment corresponding to the outstanding balance

of the Par Value of the Debentures outstanding, due in the

Expiration Date.

XVII. Interest. The Debentures shall bear interest as follows:

(a) monetary adjustment: the Par Value of each of the Debentures

shall not subject to monetary adjustment; and

(b) interest: on the outstanding balance of the Par Value of the

Debentures it shall be accrued compensatory interests

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corresponding to certain percentage, which will be defined in

connection with the Bookbuilding Procedure, and, in any case,

limited to one hundred and nine integers and twenty five

hundredths percent (109,25%) the accrued variation of one-day

interbank deposit rate (DI) daily average rates, "over extra-

group", expressed on an annual percentage basis, considering

two hundred and fifty-two (252) business days, calculated by

CETIP on a daily basis and disclosed in its daily release

available on its website (http://www.cetip.com.br) ("DI

Rate")("Interest"), calculated exponentially and cumulatively

pro rata temporis per business days, from the Issue Date or the

immediately preceding date of payment of the Compensation, as

the case may be, up to the date of effective payment, subject to

the terms set out in the Indenture. Without prejudice to the

payments resulting from early redemption or early amortization

of the Debentures and/or early maturity of the obligations

arising from the Debentures, pursuant to the provisions in this

Indenture, the Compensation shall be due semiannually from

the Issue Date, on the 30th

day of every May and November of

each year, occurring the first payment on November 30, 2014

and the last on the Expiration Date.

XVIII. Delinquency Charges. In case of failure to pay any amount due by

the Company to the Debenture Holders, pursuant to the Indenture,

in addition to the payment of Compensation, calculated pro rata

temporis from the Issue Date or the payment date of Compensation

immediately preceding, as the case may be, until the effective

payment date of all and any amount due, irrespective of notification,

judicial or extrajudicial notice, shall incur on (i) interest in arrears of

1% (one percent) per month or fraction, calculated pro rata

temporis from the date of default until the effective payment date;

and (ii) delinquency fine of 2% (two percent).

XIX. Scheduled Renegotiation. There is no scheduled renegotiation of

the Debentures.

XX. Early Redemption. The Company shall not redeem the Debentures

before maturity, except as provided in item (xxii) below.

XXI. Early Amortization. The Company shall not redeem the Debentures

before maturity.

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XXII. Optional Early Redemption Tender Offer. The Company may, at its

sole discretion, perform, at any time, optional early redemption

tender offer, total or partial, for the outstanding Debentures, with

the consequent cancellation of such Debentures, which will be

addressed to all Debentures holders ("Debenture Holders"), without

restriction, ensuring equal conditions to all Debenture Holders to

accept the early redemption of the Debentures of their ownership,

pursuant to the terms and conditions foreseen in the Indenture, and

premium may apply.

XXIII. Early Termination. The obligations under the Debentures shall be

subject to early termination in the cases and under the terms set

forth in the Indenture.

XXIV. Use of proceeds. The net proceeds from the Offering will be fully

used for early full settlement of promissory notes of the fourth issue

of the Company, issued on April 11, 2014.

2. Authorize the Company's Board of Executive Officers to (i) negotiate all

necessary terms and conditions to the completion of the Issuance and

Offering; (ii) execute all documents and any amendments or substitutions,

and perform any and all action as necessary or convenient related to the

completion of the Issuance and the Offering and the faithful fulfillment of the

resolutions herein; (iii) engage (a) Underwriter(s); and (b) other service

providers in connection with the Issuance and the Offering, including the

Registrar, Paying Agent, Trustee, credit rating agencies and external legal

advisors, among others, with powers to negotiate and execute the respective

contracts, and to fix the respective fees; and (iv) irrespective of new

determination by Company's Board of Directors or by other Board of

Executive Officer's meeting, as a result of the Bookbuilding Procedure, to

determine the Interest, with the consequent amendment to the Indenture.

3. Ratify the actions taken by the Company in connection with the decisions

above.

CLOSURE: all members of the board of directors stated that the failure to deliver the

agenda, pursuant to article 15 of the Company's by-laws, did not affect their votes at

this meeting. All the documents mentioned herein have been duly initialed by the

presiding board and will be filed at the Company's headquarters. There being no

further business to discuss, these Minutes were drawn up, read, approved and singed

by all the members of the board of directors, namely: Andres Cristian Nacht, Elio

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Demier, Diego Jorge Bush, Nicolas Arthur Jacques Wollack, Pedro Sampaio Malan,

Jorge Marques de Toledo Camargo, Frederico Átila Silva Neves and Eduardo

Botelho Kiralyhegy.

Rio de Janeiro, April 23, 2014.

This is a free translation of the original document filed in the Company's records.

Frederico Átila Silva Neves

Secretary