Rio de Janeiro, March 9th, 2015.

To
The Members of the Board of Directors of Mills Estruturas e Servios de
Engenharia S/A.
Re: The Board of Executive Officers Proposal for Allocating the Results for the
Fiscal Year ended December 31, 2014
Dear All:
The Board of Executive Officers of Mills Estruturas e Servios de Engenharia S/A. (the
Company), has resolved to submit for the appreciation of the Companys Board of
Directors this proposal for allocating the results for the fiscal year ended December 31,
2014.
In fiscal year 2014, the Companys net income was R$64,267,848.66 (sixty four million, two
hundred sixty-seven thousand, eight hundred fourty eight reais and sixty-six centavos). In
such circumstance, the Companys Board of Executive Officers proposes that:
(i)

under the terms of article 193 of Law n. 6.404/76, as amended, and item
a of article 30 of the Companys Bylaws, the amount of R$3,213,392.43
(three million, two hundred thirteen thousand, three hundred ninety three
reais and fourty-two centavos), be allocated to the Companys Legal
Reserve;

(ii)

the aggregate amount of R$25,081,000.00 (twenty-five million, eightyone thousand reais), corresponding to R$0.20 (twenty centavos) per
share, be allocated to pay the Companys mandatory dividend,
represented in the form of interest on shareholders equity, pursuant to
resolutions passed at meetings of the Companys Board of Directors held
on June 23, 2014 (in which it was approved, ad referendum of the
Shareholders Meeting, to distribute interest on shareholders equity in the
amount of 25,081,000.00), to which those who were shareholders on the
date of its declaration will be entitled;;

(iii)

under the terms of article 196 of Law no. 6.404/76 and item c of article
30 of the Companys Bylaws, the amount of R$33,567,832.00 (thirty three
million, five hundred sixty-seven thousand, eight hundred thirty-three
reais), will be retained by the Company to finance investments in
expansion (acquisition of equipment) and investments in facilities and
information technology to support the Companys expansion, as provided
for in the Companys Capital Budget to be submitted for approval at the

Shareholders Meeting.
(iv)

under the terms of article 194 of Law no. 6.404/76 and item "f" and
paragraph 1 of article 30 of the Company's Bylaws the amount of
R$2,405,624.23 will be allocated to the Expansion Reserve of the
Company, to assure resources to finance additional investments in fixed
and working capital and in expanding corporate activities.

This proposed allocation of results is summarized in

the following table:

Description
Income for the Year
Legal Reserve
Retained earnings
Expansion Reserve
Mandatory Dividends
Interest on shareholders equity

Amounts (in R$)

64,267,848.66
3,213,392.43
33,567,832.00
2,405,624.23
25,081,000.00
25,081,000.00

Accordingly, the Board of Executive Officers proposes that the Board of Directors
examine this proposed allocation of results and submit the amounts presented for
approval at the Companys Shareholders Meeting.
In compliance with article 9, paragraph 1, item II of CVM Instruction 481/2009, as
amended, the information called for in Exhibit 9-1-II to such Instruction are presented
in an annex hereto.
Sincerely,
The Board of Executive Officers
Mills Estruturas e Servios de Engenharia S.A.