MILLS ESTRUTURAS E SERVIÇOS DE ENGENHARIA S.A.

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

Company Registry (NIRE) 33.3.0028974-7

PUBLICLY-HELD COMPANY

MINUTES OF THE BOARD OF DIRECTORS’ MEETING

HELD ON MAY 15, 2014.

DATE, TIME AND PLACE: Held on May 15, 2014, at 09:00 a.m., at the Company’s

headquarters, in the city of Rio de Janeiro, state of Rio de Janeiro, Avenida das Américas,

nº 500, bloco 14, loja 108, salas 207 e 208, Barra da Tijuca, Shopping Downtown.

CALL NOTICE: Call notice was waived as all members of the Company’s Board of

Directors were present, in accordance with article 15, paragraph 2 of the Bylaws.

ATTENDANCE: All the Board members attended the meeting: Andres Cristian Nacht,

Elio Demier, Diego Jorge Bush, Nicolas Arthur Jacques Wollak, Pedro Sampaio Malan,

Jorge Marques de Toledo Camargo and Francisca Kjellerup Nacht.

PRESIDING BOARD: Chairman: – Mr. Andres Cristian Nacht, and Secretary – Mr.

Gabriel Felipe Novaes Esteves.

AGENDA: To approve the Increase of the Company’s capital stock, within the authorized

capital limit, according to the Company’s Bylaws, by means of the issuance of new

common shares, due to the exercise of stock options, according to the Company’s Stock

Option Plan (1/2010), Company’s Stock Option Plan (1/2011), Company’s Stock Option

Plan (1/2012) and Company’s Stock Option Plan (1/2013), all of them archived in the

Company´s headquarters and related to the Stock Option Plan, approved on

February 8, 2010 and amended on April 20, 2012.

RESOLUTIONS: The Board of Directors resolved by unanimous vote and without any

restrictions to:

1. Approve, pursuant to article 5, second paragraph of the Company’s Bylaws, the

issuance of 250,004 (two hundred fifty thousand and four) common, book-entry shares,

with no par value of the Company, within the authorized capital limit, at the issuance price

of R$13.44 (thirteen reais and forty-four cents) per share, amounting to a total of

R$3,360,053.76 (three million, three hundred sixty thousand, fifty-three reais and

seventy-six cents), in view of the exercise of stock option by a part of the beneficiaries of

the Company’s Stock Option Plan (1/2010).

2. Approve, pursuant to article 5, second paragraph of the Company’s Bylaws, the

issuance of 95,391 (ninety-five thousand, three hundred ninety-one) common, book-entry

shares, with no par value of the Company, within the authorized capital limit, at the

issuance price of R$22.20 (twenty-two reais and twenty cents) per share, amounting to a

total of R$2,117,680.20 (two million, one hundred seventeen thousand, six hundred eighty

reais and twenty cents), in view of the exercise of stock option by a part of the

beneficiaries of the Company’s Stock Option Plan (1/2011).

3. Approve, pursuant to article 5, second paragraph of the Company’s Bylaws, the

issuance of 24,800 (twenty-four thousand and eight hundred) common, book-entry shares,

with no par value of the Company, within the authorized capital limit, at the issuance price

of R$5.93 (five reais and ninety-three cents) per share, amounting to a total of

R$147,064.00 (one hundred forty-seven thousand and sixty-four reais), in view of the

exercise of stock option by a part of the beneficiaries of the Company’s Stock Option Plan

(1/2012).

4. Approve, pursuant to article 5, second paragraph of the Company’s Bylaws, the

issuance of 101,550 (one hundred one thousand and five hundred fifty) common, book-

entry shares, with no par value of the Company, within the authorized capital limit, at the

issuance price of R$21.03 (twenty-one reais and three cents) per share, amounting to a

total of R$2.135.596,50 (two million, one hundred thirty-five thousand, five hundred

ninety-six reais and fifty cents), in view of the exercise of stock option by a part of the

beneficiaries of the Company’s Stock Option Plan (1/2012).

5. Approve, pursuant to article 5, second paragraph of the Company’s Bylaws, the

issuance of 63,827 (sixty-three thousand eight hundred and twenty-seven) common, book-

entry shares, with no par value of the Company, within the authorized capital limit, at the

issuance price of R$6.95 (six reais and ninety-five cents) per share, amounting to a total of

R$443,597.65 (four hundred forty-three thousand, five hundred and ninety-seven reais and

sixty-five cents), in view of the exercise of stock option by a part of the beneficiaries of

the Company’s Stock Option Plan (1/2013).

6. Pursuant to the abovementioned Company’s Stock Option Plan, the capital increase

is herein is fully subscribed by the beneficiaries in accordance with the respective

subscription forms signed and delivered by their respective beneficiaries on the present

date, and now archived on the Company's headquarters, and payment of the new shares

will be made according to the terms provided therein.

7. The above mentioned issued shares can only be traded by the beneficiaries after the

payment of, according to the Company’s Stock Option Plan (1/2010), Company’s Stock

Option Plan (1/2011), Company’s Stock Option Plan (1/2012) and Company’s Stock

Option Plan (1/2013).

8. According to article 171, paragraph three of the Brazilian Corporate Law, there will

not be preemptive rights to the Company’s shareholders as the new shares are issued for

the exercise of stock options.

9. In view of the issuance of new shares of the Company, as described in items 1 to 5

above, the Company´s capital stock is increased in the amount of R$8,203,992.11 (eight

million, two hundred and three thousand, nine hundred ninety-two reais and eleven cents),

from R$554,849,848.09 (five hundred fifty-four million, eight hundred forty-nine

thousand, eight hundred forty-eight reais and nine cents), represented by 127,490,508 (one

hundred twenty-seven million, four hundred ninety thousand and five hundred eigh)

common, book-entry shares, with no par value to the amount of R$563,053,840.20 (five

hundred sixty-three million, fifty-three thousand, eight hundred forty reais and twenty

cents), represented by 128,026,080 (one hundred twenty-eight million, twenty-six thousand

and nine hundred ninety-eight) common, book-entry shares, with no par value.

10. Shares issued pursuant to items 1 to 5 above are subject to the same conditions, in

respect of the payment of dividends and interest on shareholders’ equity that shall be

distributed by the Company as of the present date.

CLOSURE: There being no further business to discuss, the Chairman adjourned the

meeting and the Minutes were drawn up, which were then read, approved and signed in the

Company’s records by attendees. Chairman: Andres Cristian Nacht, Secretary: Gabriel

Felipe Novaes Esteves. Board Members: 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 15, 2014.

I certify that this is a conformed copy of the minutes executed in the Company's proper

book.

____________________________

Gabriel Felipe Novaes Esteves

Secretary

This is a free English translation of the Minutes drawn up in the Company’s records.