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MILLS ESTRUTURAS E SERVIÇOS DE ENGENHARIA S.A.

CORPORATE REGISTRY (NIRE) 33.3.0028974-7

CORPORATE TAXPAYER’S ID (CNPJ/MF) 27.093.558/0001-15

MINUTES OF THE BOARD OF DIRECTORS TO RECTIFY AND RATIFY THE MINUTES

OF THE BOARD OF DIRECTORS' MEETING

HELD ON MARCH 24, 2014

HELD ON APRIL 7, 2014

DATE, TIME AND PLACE: April 7, 2014, at 10:00 a.m., 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, 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 2, article 15

of the by-laws.

ATTENDANCE: all members of the company’s board of directors attended the

meeting.

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

Mr. Frederico Átila Silva Neves, Executive Officer of the Company, acted as

secretary.

AGENDA:

1. Rectify the resolutions approved according to items (iv) and (v) of the

minutes of the board of directors of the Company held on March 24, 2014

("Board Meeting of 3.24.14"); and

2. Ratification of all other resolutions approved at the Board Meeting of

3.24.14.

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

members of the board of directors resolved by unanimous decision and without

any restriction, to:

1. Rectify the resolutions approved according to items (iv) and (v) of minutes

of the Board Meeting of 3.24.14, in order to modify the par value and the amount

of promissory notes to be issued by the Company under its fourth issue of

promissory notes ("Notes") so that the items referred to above go into effect with

the following wording:

"(iv) Number of Notes. 20 (twenty) Notes shall be issued."

"(v) Par Value. Each Note shall have unit nominal value of R$10,000,000.00 (ten

million reais) ("Par Value")."

2. Ratify the acts performed by the Company in connection with the

proposals above.

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

deliver the agenda, pursuant to caput, article 15 of the 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 signed by all the members of the board of directors, namely:

Andres Christian Nacht, Elio Demier, Diego Jorge Bush, Nicolas Arthur Jacques

Wollack, Pedro Sampaio Malan, João Marques de Toledo Camargo e Frederico

Átila Silva Neves.

Rio de Janeiro, April 7, 2014.

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

Frederico Átila Silva Neves

Secretary