MILLS ESTRUTURAS E SERVIOS DE ENGENHARIA S.A. Corporate Taxpayers ID (CNPJ/MF) N 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 09, 2013. DATE, TIME AND PLACE: Held on May 09, 2013, at 08:00 a.m., at the Companys headquarters, in the city of Rio de Janeiro, state of Rio de Janeiro, Avenida das Amricas, n 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 Companys 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 e Jorge Marques de Toledo Camargo. PRESIDING BOARD: Chairman: Mr. Andres Cristian Nacht, and Secretary Mr. Frederico tila Silva Neves. AGENDA: Increase the Companys capital stock, within the authorized capital limit, according to the Companys Bylaws, by means of the issuance of new common shares, due to the exercise of stock options, according to the Companys Stock Option Plan (1/2010), and Companys Stock Option Plan (1/2011) and Companys Stock Option Plan (1/2012), all of them archived in the Companys headquarters. RESOLUTIONS: The Board of Directors resolved by unanimous vote and without any restrictions to: 1. To approve, pursuant to article 5, second paragraph of the Companys Bylaws, the issuance of 230,481 (two hundred and thirty thousand and four hundred and eighty one) common, book-entry shares, with no par value of the Company, within the authorized capital limit, at the issuance price of R$12.90 (twelve reais and ninety cents) per share, amounting to R$2,973,204.90 (two million, nine hundred and seventy three thousand, two hundred and four reais and ninety cents), in view of the exercise of stock option by a part of the beneficiaries of the Companys Stock Option Plan (1/2010). 2. To approve, pursuant to article 5, second paragraph of the Companys Bylaws, the issuance of 138,185 (one hundred and thirty eight thousand, and one hundred and eighty five) common, book-entry shares, with no par value of the Company, within the authorized capital limit, at the issuance price of R$21.13 (twenty one reais and thirteen cents) per

share, amounting to R$2,919,849.05 (two million, nine hundred and nineteen thousand, eight hundred and forty nine reais and five cents), in view of the exercise of stock option by a part of the beneficiaries of the Companys Stock Option Plan (1/2011). 3. To approve, pursuant to article 5, second paragraph of the Companys Bylaws, the issuance of 24,372 (twenty four thousand and three hundred and seventy two) common, book-entry shares, with no par value of the Company, within the authorized capital limit, at the issuance price of R$5.88 (five reais and eighty eight cents) per share, amounting to R$143,307.36 (one hundred and forty three thousand and three hundred and seven reais and thirty six cents), in view of the exercise of stock option by a part of the beneficiaries of the Companys Stock Option Plan (1/2012). 4. To approve, pursuant to article 5, second paragraph of the Companys Bylaws, the issuance of 153,265 (one hundred and fifty three thousand and two hundred and sixty five) common, book-entry shares, with no par value of the Company, within the authorized capital limit, at the issuance price of R$20.05 (twenty reais and five cents) per share, amounting to R$3,072,963.25 (three million, seventy two thousand and nine hundred and sixty three reais and twenty five cents), in view of the exercise of stock option by a part of the beneficiaries of the Companys Stock Option Plan (1/2012). 5. Pursuant to the abovementioned Companys Stock Option Plan, the capital increase is herein is fully subscribed and paid up by the beneficiaries, according to document rubricated by the board and archived on the Companys headquarters, under the terms of the respective Stock Option Program and in accordance with subscription forms signed and delivered by their respective beneficiaries on the present date, and now archived on the Company's headquarters. 5.1. The above mentioned issued shares can only be traded by the beneficiaries after the subscription of such shares, under the terms of item 5 above. 6. According to article 171, paragraph three of the Brazilian Corporate Law, there are no preference rights to the Companys shareholders in the exercise of the stock option. 7. In view of the issuance of new shares of the Company, as described in items 1 to 4 above, the Companys capital stock increased R$9,109,324.56 (nine million, one hundred and nine thousand and three hundred and twenty four reais and fifty six cents), from R$539,659,096.29 (five hundred and thirty nine million, six hundred and fifty nine thousand, ninety six reais and twenty nine centavos), represented by 126,558,557 (one hundred and twenty six million, five hundred and fifty eight thousand and five hundred and fifty seven) common, book-entry shares, with no par value to R$548,768,420.85 (five hundred and fourty eight million, seven hundred and sixty eight thousand, four hundred and twenty reais and eighty five cents), represented by 127,104,860 (one hundred and twenty seven million, one hundred and four thousand, eight hundred and sixty) common,

book-entry shares, with no par value. 8. Shares issued due to items 1 to 4 above are entitled to the same conditions in 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 Companys records by all Board Members, the Chairman and the secretary. Rio de Janeiro, May 09, 2013. This is a free English translation of the Minutes drawn up in the Companys records. ____________________________ Frederico tila Silva Neves Secretary