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 MEETING OF THE FISCAL COUNCIL

HELD ON APRIL 23, 2014

DATE, TIME AND PLACE: April 23, 2014, at 4:00 p.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, salas 207 e 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 Fiscal Council, pursuant to article 28, paragraph 6th

, of its by-laws.

ATTENDANCE: the following members of the Company's Fiscal Council attended to

the meeting: Rubens Branco da Silva, Eduardo Botelho Kiralyhegy e Maurício

Rocha Alves de Carvalho. Also attended Mr. Frederico Átila Silva Neves,

Administrative and Financial Director of the Company, to provide necessary

explanations.

BOARD: the meeting was chaired by Mr. Rubens Branco da Silva. Mr. Frederico

Átila Silva Neves, acted as secretary.

AGENDA: review and discussion on the proposal by the Company's management in

connection with 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"), pursuant to the terms approved by the

Company's Board of Directors, at the meeting held on April 23, 2014.

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

members of the Fiscal Council resolved, by unanimous decision and without any

restrictions, issue an affirmative opinion about the proposal by the management of

the Company in relation to the Issuance and the Offering, pursuant to the terms

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approved by the Company's Board of Directors, at the meeting held on

April 23, 2014.

CLOSURE: there being no further business to discuss, these Minutes were drawn up,

read, approved and signed on own book by all present members of the Company's

Fiscal Council and by the Secretary.

Rio de Janeiro, April 23, 2014.

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

Rubens Branco da Silva

Chairman

Frederico Átila Silva Neves

Secretary

EXHIBIT TO THE MINUTES OF THE FISCAL COUNCIL MEETING

HELD ON APRIL 23, 2014

FISCAL COUNCIL OPINION

The Fiscal Council of Mills Estruturas e Serviços de Engenharia S.A. ("Company"),

in the exercise of its legal and statutory functions, at the meeting held on

April 23, 2014, examined, analyzed and issued an affirmative opinion, without any

restrictions, about the proposal by the management of the Company in connection

with the third issuance, by the Company, in single series, of non-convertible

unsecured debentures, which shall be object of public offering with restricted

placement efforts, pursuant to Brazilian Securities and Exchange Commission

Instruction 476, dated as of January 16, 2009, as amended, pursuant to the terms

approved by the Company's Board of Directors, at the meeting held on

April 23, 2014.

Rio de Janeiro, April 23, 2014.

Rubens Branco da Silva

Eduardo Botelho Kiralyhegy

Maurício Rocha Alves de Carvalho