NOTICE TO SHAREHOLDERS

Notice to Shareholders
Capital Increase Second Round of Unsubscribed Shares
Mills Estrutura e Servios de Engenharia S.A. (BM&FBOVESPA: MILS3) ("Company")
in continuation of the Notices to Shareholders disclosed on February 10, 2016, as
supplemented on February 22, 2016 ("Notice to Shareholders ") and on March 18, 2016
("Notice to Shareholders of First Round" together with Notice to Shareholders, "Notices
to Shareholders"), hereby announces to its Shareholders and the market in general that,
on March 29, 2016, the period for the first round of unsubscribed shares to subscribe the
shares issued in the capital increase approved, within the limit of the authorized capital,
by the Board of Directors of the Company, at its meeting held on February 5, 2016 ("1st
Round of Unsubscribed Shares" and "Capital Increase").
During the 1st Round of Unsubscribed Shares 4,452,290 common, nominative shares
and without par value ("Shares") were subscribed, for the issue price of R$2.63 (two reais
and sixty-three cents) per common share, resulting in the total amount of
R$11,709,522.70. Considering the maximum number of shares issued in the Capital
Increase, 163,970 shares have not been subscribed in this period, which will be allocated
among those shareholders who have declared their interest in the unsubscribed shares
reserve on the subscription form of the 1st Round of Unsubscribed Shares.
In addition, within the same term to exercise the 1st Round of Unsubscribed Shares,
subscribers of 4,452,289 shares have requested in their subscription form to subscribe
unsubscribed shares. Therefore, as set out in the Notice to Shareholders, the shares
which have not been subscribed until the end of the 1st Round of Unsubscribed Shares
may be subscribed by these shareholders. The Company hereby informs that the right
to subscribe unsubscribed shares may be exclusively exercised as follows ("2nd Round
of Unsubscribed Shares ").
1.

Issue Price per Share

The issue price per share is R$2.63 (two reais and sixty-three cents).
2.

Manner of Payment

The payment of shares subscribed shall be made at sight, in cash, upon subscription, in
Brazilian currency. The shareholders must pay for 100% of the price of the shares upon
subscription.
3.

Number of Shares to be Subscribed

Each subscriber having expressed their interest to subscribe unsubscribed shares during
the term of the 1st Round of Unsubscribed Shares will have the right to subscribe
0.0368282472229 (3.68282472229%) shares for each subscribed share during the term
for the exercise of the preemptive rights and during the term of the 1st Round of
Unsubscribed Shares. Also, the subscribers that wish to subscribe an amount of
unsubscribed shares exceeding the minimum number of unsubscribed shares to which
such shareholder shall be entitled shall make such request in the subscription form of
the 2nd Round of Unsubscribed Shares ("Additional Unsubscribed Shares"). Therefore,
the number of shares subscribed during the 2nd Round of Unsubscribed Shares might be
higher than the amount of unsubscribed shares to which each shareholder would be
entitled, up to the limit of the available unsubscribed shares.
In case the total number of shares subject to the reservation requests of the unsubscribed
shares at the 2nd Round of Unsubscribed Shares is equal to the amount of unsubscribed
shares available, all of the requests of reservation of the unsubscribed shares shall be
fully answered. In case the total number of shares subject to the requests of
unsubscribed shares at the 2nd Round of Unsubscribed Shares exceeds the number of
unsubscribed shares available, a proportional apportionment among the shareholders
that have requested the reservation of unsubscribed shares in a number that exceeds
the total number of unsubscribed shares they were entitled to shall be calculated in the
last round of unsubscribed shares, and the unsubscribed shares shall be apportioned
proportionally to the number of shares that such shareholders have subscribed at the
exercise of their preemptive rights and at the 1st Round of Unsubscribed Shares. In the
event the 2nd Round of Unsubscribed Shares (even taking into account the Additional
Unsubscribed Shares) does not reach the maximum amount of Capital Increase, there
will be no additional round of unsubscribed shares, the remaining unsubscribed shares
will be cancelled and the Capital Increase will be partially homologated.
The payment of the Additional Unsubscribed Shares shall be made on April 13, 2016.
The fractional shares arising from the exercise of the right to subscribe for unsubscribed
shares or allotment of shares will be disregarded.
4.

Right to Subscription and Subscription Period

Shareholders holding shares issued by the Company held in deposit accounts with Ita
Corretora S.A. ("Ita Corretora"), custody agent of the shares issued by the Company,
as well as the shareholders whose shares are deposited at Central Depositary of Asset
of the BM&FBovespa ("Central Depository"), who, in the subscription form concerning
the exercise of 1st Round of Unsubscribed Shares, have expressed interest in the
reservation of unsubscribed shares and who wish to exercise that right, will have the
period of 5 (five) business days, as from the release of these Notice to Shareholders, for
the exercise of the right to subscribe the 2nd Round of Unsubscribed Shares, beginning
on April 4, 2016 (including such date) and ending on April 8, 2016 (including such date).
5.

Transfer of Subscription Rights

Shareholders of shares issued by the Company held in deposit accounts with Ita
Corretora, custody agent of the shares issued by the Company, may assign their
respective preemptive rights of unsubscribed shares exclusively upon execution of the
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assignment form, available at any specialized branches of Ita Corretora indicated at the
end hereof.
6.

Procedure for Subscription of Unsubscribed Shares

Shareholders of shares issued by the Company: (i) registered in the records kept by Ita
Corretora who wish to exercise their right to subscribe unsubscribed shares should go to
any of the specialized branches of Ita Corretora - indicated at the end hereof and
present the same documents listed in item 11 of the Notice to Shareholders; e (ii)
deposited in the Central Depository shall exercise the right to subscribe to unsubscribed
shares in their respective custody officer. On this occasion, they must fill out and sign the
specific subscription form and pay the issue price of the subscribed shares.
Signature of the subscription form will represent manifestation of the subscribers
irrevocable will to acquire the new subscribed shares, generating for the subscriber the
irrevocable obligation of payment at the time of subscription.
7.

Places Of Service

The shareholders whose shares are deposited at Ita Corretora may exercise the rights
mentioned herein at one of the specialized branches of Ita Unibanco as follows:
Braslia: SCS Quadra 2 - Ed. Palcio do Comrcio Bloco B - loja 9 - Trreo
Belo Horizonte: Av. Joo Pinheiro, 195 Subsolo - Centro
Curitiba: R. Joo Negro, 65 - Sobreloja Centro
Porto Alegre: R. Sete de Setembro, 1.069 3 andar - Centro
Rio de Janeiro: Av. Almirante Barroso, 52- 2 andar - Centro
So Paulo: R. Boa Vista, 176 1 Subsolo - Centro
Salvador: Av. Estados Unidos, 50 - 2 andar Comrcio
For the purposes of this release "business day" shall mean any day, except for Saturday
and Sunday, on which commercial banks are open for conducting its operations
(including exchange transactions and foreign currency deposits) in the cities of So
Paulo and Rio de Janeiro.
Rio de Janeiro, March 31, 2016.

Sergio Kariya
Investors Relations Officer
For further information, please contact the Investors Relations Department of the
Company:
Estrada do Guerengu, n 1381, Taquara,
22713-002 Rio de Janeiro, RJ
Telephone +55 (21) 3924-8768
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Facsimile +55 (21) 3924-8793

E-mail ri@mills.com.br