REFERENCE FORM (Free translation of FORMULRIO DE REFERNCIA)

_______________________________________________________________

MILLS ESTRUTURAS E SERVIOS DE ENGENHARIA S.A. Publicly Held Company CNPJ n. 27.093.558/0001-15 NIRE 33.3.0028974-7 Estrada do Guerengu n 1381, Taquara, Jacarepagu, CEP 22713-002

Rio de Janeiro - RJ

_______________________________________________________________

May 09, 2011

1. DECLARATION OF THOSE RESPONSIBLE FOR THE CONTENT OF THE FORM

1.1

Declaration of the President and Director of Investor Relations

Ramon Nunes Vasquez, as CEO of Mills Estruturas e Servios de Engenharia S.A (The Company), and e Alessandra Eloy Gadelha, as the Director of Investor Relations of the Company, declare that: (i) they reviewed the form of reference (Form); (ii) all information contained in the form meets the requirements of CVM Instruction 480, issued by CVM on December 7, 2009 (Instruo CVM 480), especially arts. 14 to 19; and (iii) the information contained in the form is true , accurate and complete with respect to the issuers financial situation and the risks inherent in its activities and the securities issued by it.

2.

AUDITORS

2.1

Independent Auditors

For the Year ended December 31, 2009 PricewaterhouseCoopers Auditores Independentes Sr. Patrcio Marques Roche 993.005.407-34 Rua da Candelria, 65, Rio de Janeiro, RJ +55 21 3232-6048 +55 21 2516-6591 patricio.roche@br.pwc.com October 30, 2009 Professional services to audit the financial statements of the Company. Additionally were provided tax consulting services and consulting services in information technology and processes for choosing and implementing a new system (ERP) for the Company. Possible Substitution of Auditor: Not applicable Justification of Substitution: Not applicable Possible reasons given by the auditor in disagreement Not applicable with the rationale for issuing the replacement: Name of Company Responsible: Name of individual responsible: CPF/MF: Address: Telephone: Fax: E-mail: Date of Hiring of Services: Description of Scope of Services:

2.2 Inform total amount of remuneration of auditors in the last fiscal year, itemising fees for the audit and those related to any other services provided: In the year ended December 31, 2009, the independent auditors received fees totaling R$350.000,00, for providing services to audit the financial statements of the Company. In 2009, we hired PricewaterhouseCoopers Auditores Independentes (PwC) to issue a comfort letter for the financial information included in the inicial public offering prospectus of the Company in Brazil. Regarding this service, PwC received R$360.000,00. Additionally, in 2009, we hired PwC to provide the following services: advisory in the selection of a new ERP system for the Company, which includes the process definition, evaluation of the proposals and tests, totalling R$240.000,00; and tax consulting services, in which case the service is charged by the hour. In the fiscal year ended on December 31, 2009, the honorary payment for this service totaled R$48.000,00.

In the three month period ending march 31, 2010, we agreed with PwC the payment of R$50.000,00 regarding the auditing services of our quarterly financial statements and R$45.000,00 regarding the tax consulting services abovementioned. 2.3 Other information that the Company deems relevant

There are no other relevant information pertaining to this item 2.

3.

SELECTED FINANCIAL INFORMATION

3.1

Selected Financial Information

2007 54,936 132,691 192,314 71,692 10,547 49,677 1.11 0.21 For the Year ended December 31, 2008 109,613 371,573 299,378 155,549 30,588 67,124 1.63 0.46 2009 172,641 440,294 404,193 234,590 68,388 87,421 1.97 0.78

Stockholders equity (in millions of R$)

Total Assets (in millions of R$) Net revenues (in millions of R$) Gross profit (in millions of R$) Net income (in millions of R$) Number of shares, excluding treasury(1) Book value per share (in R$) Earnings per Share (in R$)
(1)

Number of shares issued by the Company, considering that this was a limited company until its transformation adopted by a meeting of shareholders held on January 29, 2009.

3.2

Non-GAAP accounting measures

EBITDA e Adjusted EBITDA

EBITDA and Adjusted EBITDA are non-GAAP measures adopted by our management and reconciled with our financial statements. Our EBITDA consists of our operating results before financial expenses, depreciation and goodwill. Our Adjusted EBITDA consists of operating income (loss) before financial results, equipment depreciation and goodwill, plus expenses related to our stock option plans. EBITDA and Adjusted EBITDA are not a Brazilian GAAP measure, do not represent the cash flow for the periods indicated and should not be considered as alternatives to net income, as an indicator of our operating performance, or as alternatives to cash flow as an indicator of liquidity. EBITDA and Adjusted EBITDA have no standardized meaning and our definition may not be comparable to that used by other companies.

Reconciliation of EBITDA and Adjusted EBITDA

For the Year ended December 31, 2007 2008 2009 (in thousands of R$) 22,906 70,805 125,799 7,485 18,732 31,854 30,390 89,537 157,653 804 4,061 30,390 90,341 161,714

Operating income before equity results financial income ............... (+)Depreciation and amortization ................................................ EBITDA ............................................................................... (+)Stock option plans expenses .................................................. Adjusted EBITDA ...............................................................

Reasons for using the EBITDA and ADJUSTED EBITDA

EBITDA and Adjusted EBITDA are used as a measure of performance by our Administration, reason we believe it is important to be included in this form. The Administration believes that EBITDA and Adjusted EBITDA are efficient measures to evaluate the performance of operations, as an indicator that is less impacted by interest rates fluctuation, tax changes, depreciation level and, for the Adjusted Ebitda, expenses related to our stock option plans. The reason we disclose EBITDA and Adjusted EBITDA is because they are performance indicators. EBITDA and Adjusted EBITDA are not a BR GAAP measurement and do not represent cash flow for the periods presented and therefore should not be considered as an alternative to net income (loss), as an isolated indicator of operating performance or as an alternative to cash flow as a source of liquidity

Return on Invested Capital

Return on Invested Capital (ROIC) is calculated as Operating Income before financial results and after the payment of income tax and social contribution on this income, divided by average capital invested, as defined below. ROIC is not a measure recognized under BR GAAP, and it is not significantly standardized and cannot be compared to measurements with similar titles provided by other companies. For the Company, invested capital is defined as the sum of its own capital (net equity or shareholders equity) and capital from third parties (total loans and other liabilities that carry interest, from banks or not), both being average capital from the beginning to the end of the period considered. By division, it is the average of the capital invested by the company weighted by the average assets of each division (net liquid assets plus PPE Property, Plant and Equipment).

ROIC calculation from the Operating Income

For the Year ended December 31 2007 2008 2009 (in thousands of R$l, except when percentage) 22,906 70,805 125,799 (1,358) (17,718) (33,036) 21,548 86,254 54,936 32,992 1,674 0.2 53,087 297,349 109,614 189,493 1,758 0.2 92,763 366,798 172,641 195,732 1,575 0.3

Operating Income before financial results .................................... (+) Income tax and CSLL provision ............................................. Operating profit before financial income and after taxation .............................................................................. () Average invested capital .............................................. (=) net equity (1) ................................................................... (+) capital from third parties (2) .............................................. (-) Cash and Cash equivalents ............................................... ROIC ...................................................................................
________________________________________ (1) Comprising shareholdersequity. (2) Comprising total loans and other liabilities that carry interest

Reasons for using ROIC as a performance measure

ROIC is used by our management as a measure of return by the Company to its shareholders, which is why we believe it is important to its inclusion in this form. Management believes that ROIC indicates the level of wealth generated by the Company from its sources of funds, reflecting adequately the return on investment for our shareholders. The Administration also considers that, since ROIC is based on operating profit before financial result, it provides a more reliable measure of the wealth generated by our operating activities. ROIC should not be considered solely or as a substitute for net income or operating income as indicators of the companys performance or return efectivelly earned by investors. 3.3 2009 Events subsequent to the latest financial statements of year ended December 31,

Adjustments Accounting Practices

Within the convergence process of the accounting practices used in Brazil for the international financial reporting standards (IFRS) several pronouncements, interpretations and guidelines were issued during the year of 2009 with mandatory application for the year ended on December of 2010 and the for the financial statements of 2009 to be released together with the statements of 2010 for comparison purposes.

The Company is evaluating the potential effects from these pronouncements, interpretations and guidelines, which may have great impact on the financial statements for the year ended December 31, 2009 to be presented in comparison to the financial statements for the year ending in December 31, 2010, as well as upcoming exercises. The consolidated financial statements of the next fiscal year will be developed according to the CPC 37 International Accounting Standards Introduction, pursuant to CVM Instruction 457 from 07/13/2007.

Relevant Financial Obligations

We issued on February 18, 2010, a Banking Credit Note (Cdula de Credito Bancrio), or CCBs, in favor of Ita Unibanco SA, amounting to R$ 20.0 million, due on February 18, 2015. The note includes customary events of default, such as acceleration of the debt upon a change of control, or default on other obligations toward Ita Unibanco, its affiliates or its subsidiaries. Our controlling shareholder is jointly and severally responsible for the repayment of the amount owed under this note. 3.4 Policy for allocation of results
Fiscal Year Ended December 31 2009 2008 2007 In provision introduced Our bylaws did not Not applied, since it on February 8, 2010, used rules on retention was a limited Company our bylaws provide that of profits, beyond the at the period. up to 75% of the ones legally adjusted net income for established. the year could be allocated to the expansion reserve, as long as the recorded amount in such reservation does not exceed 80% of our capital.

Rules on retention of profits

Arrangements for distribution of dividends

Our shareholders are entitled to receive the mandatory minimum dividend of 25% from the adjusted net income (after allocation to the legal reserve). At the AGO held in 2010, our shareholders received, as dividends, 25% of our adjusted net income recorded in 2009.

Our shareholders are entitled to receive the mandatory minimum dividend of 25% from the adjusted net income (after allocation to the legal reserve). At the AGO held in 2009, our shareholders received, as dividends, 25% of our adjusted net income recorded in 2008.

Not applied, since it was a limited Company at the period.

Frequency of dividend distribution

The dividends are distributed according to the deliberation from the Companys AGO. Some of our financial contracts include

The dividends are distributed according to the deliberation from the Companys AGO. Some of our financial contracts include

Not applied, since it was a limited Company at the period. Some of our financial contracts include

Restrictions to dividend distribution

between the early expiration cases the payment of dividends in an amount greater than 50% of the adjusted net income for the year.

between the early expiration cases the payment of dividends in an amount greater than 50% of the adjusted net income for the year.

between the early expiration cases the payment of dividends in an amount greater than 50% of the adjusted net income for the year.

3.5

Summary of distributions of dividends and retained earnings occurred

2007(1) 10,547 10,547 9,421 2,637 0 384 8,952 2,253 0 469 384 89.3% 17.1% 1,681 04/18/08 04/27/2007 879 0 0 0 05/23/2007 318 0 0 0 07/09/2007 5,000 0 0 0 06/02/2008 2,755 469 0 0 Fiscal Year ended December 31 2008(1) (in R$ thousands) 30,588 29,059 7,476 7,265 0 1,998 5,420 5,267 0 2,056 1,998 25.7% 6.8% 23,112 04/29/09 04/30/2009 2,710 1,028 0 0 2009 68,388 64,969 16,242 10,723 5,519 4,458 11,784 7,780 4,004 4,458 2,943 1,515 25.0% 9.4% 52,146 03/12/10 -

Dividends Net Income Net Income after transfer to legal reserve Total dividend distributed Mandatory Dividend Interest on Capital Priority Dividend Dividend distributed to common Mandatory dividend to common Interest on capital Dividend distributed to preferred Mandatory dividend to preferred Interest on capital % of dividend distributed(1) Rate in return(2) Lucro lquido retido Date of approval of the retention Date of dividend payment(3) Dividend paid to common Dividend paid to preferred Interest on capital paid to common Interest on capital paid to preferred Date of dividend payment(3) Dividend paid to common Dividend paid to preferred Interest on capital paid to common Interest on capital paid to preferred Date of dividend payment(3) Dividend paid to common Dividend paid to preferred Interest on capital paid to common Interest on capital paid to preferred Date of dividend payment(3) Dividend paid to common Dividend paid to preferred Interest on capital paid to common Interest on capital paid to preferred Date of dividend payment(4) Dividend paid to common Dividend paid to preferred Interest on capital paid to common Interest on capital paid to preferred

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Date of dividend payment(4) Dividend paid to common Dividend paid to preferred Interest on capital paid to common Interest on capital paid to preferred Date of dividend payment(5) Dividend paid to common Dividend paid to preferred Interest on capital paid to common Interest on capital paid to preferred
___________________________________________________________

05/29/2009 2,710 1,028 0 0 -

04/28/2010 7,780 2,943 4,004 1,515

(1) (2) (3) (4) (5)

Considering the dividends distributed by Mills Andaimes Tubulares do Brasil S.A., incorporated by us in January 30th, of 2009. In realtion with our net equity. Referent to the fiscal year ended on December 31st of 2007. Referent to the fiscal year ended on December 31 st of 2008. Referent to the fiscal year ended on December 31 st of 2009.

3.6 Dividends declared on account of retained earnings or reserves set aside in the past 3 fiscal years The dividends presented in the chart of item 3.5 were declared in the retained earnings account. 3.7 Debt
2007 Total amount of debt of any kind Stockholders equity Debt Ratio(2)
(1) (2) (1)

77,755 54,936 142%

For the Year ended December 31, 2008 2009 (in thousands of R$, except percentage) 261,959 267,653 109,614 172,641 239% 155%

current liabilities plus non-current liabilities. current liabilities plus non-current liabilities divided by the Stockholders equity.

Additionally, we assess our level of indebtedness as a function of the amount of financial debt, composed of short-term and long-term loans, in relation to owners equity. Our Management considers that the said index of indebtedness is appropriate for understanding our financial situation, because it shows the sum of our financial expenses, excluding the obligations pertaining to our operating expenses. The said index is used also to verify if our level of indebtedness is within the limits defined in our financial contracts.

2007 Total Debt(1) Stockholders equity Debt Ratio(2)

(1) (2)

32,992 54,936 60%

For the Year ended December 31, 2008 (in thousands of R$, except percentage) 189,493 109,614 173%

2009 183,938 172,641 107%

Long term and short term debt. Long term and short term debt divided by shareholders equity.

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3.8

Obligations of the Company with collateral and maturity date:

Less than 1 year Maturity Between 1 and 3 Between 3 and 5 years years
(in thousands of R$)

Over 5 years

Collateral Floating Guarantee Unsecured obligations

4,528 1,743 1,126

41,273 32,398 2,175

97,297 65,005 45,242

157 1,548 -

3.9

Other information that the Company deems relevant

There are other relevant information pertaining to this item 3.

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4.

RISK FACTORS

4.1

Risk factors which may influence investment decisions, especially related risks:

a.

Risks Relating to Our Business.

We may not be able to fully implement our business strategy.

One of our key objectives over the next few years is to sustain our accelerated annual growth rate. Our continued growth depends on several factors, many of which are beyond our control. In particular, our strategy for the expansion of our divisions is based on the assumption that the Brazilian construction, industrial, and oil and gas sectors will experience significant growth in coming years. We expect this growth to be driven, to a large extent, by public investments aimed at improving Brazils infrastructure for energy, sanitation, public transportation and housing through several initiatives currently under way, including, among others:(1) preparing the country to host the 2014 FIFA World Cup and the 2016 Olympic Games; (2) meeting the objectives set by the Brazilian governments PAC program, the Brazilian governments low income housing program; and (3) exploiting natural resources recently discovered in the pre-salt strata. If these investments are not made, we would expect a significant decrease in the demand for our products and services and we would not be able to implement our growth strategy satisfactorily. Our organic growth strategy also includes substantial geographic expansion of our operations through the opening of new branches. We may not be able to successfully expand our operations to additional Brazilian cities and regions for a number of reasons, including shortages of qualified workers, lack of reliable suppliers in such cities and regions, competition from local players, and difficulties in securing market acceptance of our brands. Additionally, our future performance will depend on our ability to manage the rapid and significant growth of our operations. We cannot guarantee that we will be able to manage our growth successfully, or that this growth will not have an adverse effect on our existing business. If we are unable to manage our growth, we may lose our leading market position, which could have a material adverse effect on our financial condition and results of operations.

We provide engineering solutions for companies that operate in a number of industries, primarily the residential, commercial and heavy construction sectors and the oil and gas sectors. As a result, our business is exposed to risks that are similar to those faced by companies that operate in these and in other sectors.
Our Heavy Construction division offers customized solutions to companies involved in the implementation of large infrastructure projects, while our Jahu division provides services to residential and commercial construction companies. The main sectors served by our Industrial Services division include the oil and gas, chemicals and petrochemicals, heavy construction, pulp and paper, naval, and mining industries, among others. Finally, the products offered by our Equipment Rental division are leased to companies operating in a broad number of industrial segments. Consequently, our financial condition and results of operations are directly linked to the growth and performance of these several industries, and we are exposed to many of the risks faced by companies operating in these industries. We have no control over events that may adversely affect these industries and thus negatively affect our financial condition and results of operations. These events may include, but are not limited to, macroeconomic factors, adverse climate conditions, deterioration of Brazilian social conditions, decreases in public investment, changes to laws and regulations that adversely affect these industries, credit restrictions, supplier problem, and reductions in client purchasing power. We are also exposed to risks relating to challenges faced by our clients with respect to the management of their operations and their ability to mitigate the foregoing risks.

Adverse conditions in the financial and credit markets, or our failure to secure financing on adequate terms, may adversely affect our ability to run our business or to implement our strategy.
The implementation of our expansion strategy will demand additional investments and require additional

14

capital, which may not result in an equivalent increase in our operating income. In addition, we may face na increase in operating costs as a result of (1) shortages of raw materials, equipment or skilled labor, (2) increased equipment costs and (3) increased competition in the segments in which we operate. We may need to raise additional funds through securities offerings, including offerings of our shares or debt instruments, or through credit financings, in order to meet our future capital needs. We may not be able to secure such funds on favorable terms, or at all. Our future capital needs will be determined by a number of factors, including the rate of growth of our revenues, the cost and significance of future acquisitions, and the expansion of our business operations. We may need to increase our cash flow and/or seek alternative funding by entering into strategic partnership agreements. Efforts to increase our cash flow by means of an increase in sales, reduction in operating expenses, introduction of more efficient processes for the collection of receivables, or inventory cuts may not be successful. In addition, we may not be able to raise funds to finance our operations on favorable terms, in which case we may be unable to take advantage of future opportunities, to react to an increase in competition, or to meet our existing debt obligations. Any of the events mentioned above could have a material adverse effect on our financial condition and results of operations. On December 31, 2009, we had short-term debt of R$56.8 million, and long-term debt of R$127.1 million. Pursuant to the terms of our existing financing agreements we must comply with certain conditions which restrict, among other things, our ability to incur additional debt, pay dividends and carry out capital reductions. As a result of these restrictions, we may have difficulty in securing additional financing to run our operations. In addition, certain of our clients are dependent on the availability of credit in order to finance their investments. In view of the current global financial crisis, companies have been struggling to access credit lines on reasonable terms, despite measures adopted by the government with the purpose of increasing liquidity and keeping interest rates relatively low. This situation may adversely affect our clients ability to fund their projects and, consequently, purchase our services, which may have a material adverse effect on our financial condition and results of operations. We are also exposed to the fact that counterparts to our financing agreements may be prevented from fulfilling their obligations toward our company, should they go bankrupt or into receivership due to a sharp decrease in their liquidity levels. The scarcity of credit may also adversely affect our suppliers. Therefore, should our financial counterparts or suppliers be unable to satisfactorily meet their obligations under the terms of our existing agreements, we may need to secure alternative financing and/or approach alternative suppliers in order to meet our own obligations toward our clients. Such events could also lead to litigation with our partners or clients, which could have a significant adverse impact on our reputation, operation and financial condition.

Our growth may be adversely affected if we fail to identify and complete strategic acquisitions. Difficulties in the integration of acquisitions could adversely affect our results of operations.
We operate in a fragmented market. There are few large competitors and access to credit is limited. We believe, therefore, that our sector will go through a process of consolidation over the next few years, which may significantly change the existing competitive landscape. We believe that identifying and executing strategic acquisitions is one way we could successfully implement our growth strategy and quickly and efficiently expand our operations and geographic footprint. However, this strategy could be adversely affected if we fail to identify suitable acquisition opportunities and/or fail to execute such acquisitions on favorable terms. In addition, we may not be able to integrate companies we acquire into our operations within the timeframe and in the manner determined by our management. Any such failure could have an adverse effect on the rate of return on our investment, prevent us from taking full

15

advantage of the potential synergies of any such acquisition and result in an adverse effect on our financial condition and results of operations.

The loss of members of our management team may have a material adverse effect on our operations.
Our current market position and our ability to maintain this position is largely dependent on the skill of our highly experienced management team. None of our executive officers are subject to long-term employment contracts or non-compete agreements. We cannot guarantee that we will be able to retain our current executive officers or hire other qualified professionals. The loss of a few of our senior executive officers, or our failure to attract and retain experienced professionals, may adversely affect our business.

Our expansion strategy could be adversely affected if we are unable to hire qualified professionals and provide training to our staff.
We believe that the success of both our ongoing business and our growth strategy depends, to a great extent, on our ability to attract and retain qualified professionals. In particular, the execution of our expansion strategy will depend on our ability to hire new professionals with experience in the segments in which we operate. However, we face significant competition in the hiring of qualified personnel from other providers of engineering and industrial services and there can be no assurance that we will be able to attract the number of professionals necessary to implement our expansion plans in the desired timeframe. In addition, we may face difficulties in retaining our current staff if we are unable to preserve the attractiveness our corporate image and offer competitive compensation packages. Our financial condition and results of operations could be adversely affected if we fail to implement our expansion and hiring strategy satisfactorily, or at all.

Our operations have been interrupted in the past as a result of labor issues, and we cannot guarantee that such interruptions will not occur in the future.
As of December 31, 2009, approximately 5.64% of our employees were members of labor unions, primarily in the civil construction and trade industries. We have entered into collective bargaining agreements with each of these unions, which agreements are renegotiated on an annual basis. The renegotiation of these agreements could become more difficult as unions campaign for salary increases on the basis of the growth of our operations. During the last three years, the operations of our Industrial Services division have been interrupted during negotiation of new collective bargaining agreements. In addition, our employees could become involved in the suspension of the operations of our clients, as occurred during a four-day interruption of Solvays operations in 2008 and a two-day interruption of Transpetros operations in 2009. Strikes affecting any of our divisions could have an adverse impact on our operations, including the cost of our projects and our ability to make timely delivery.

Our success depends, to a large extent, on the quality and safety of our services and products.

16

Our success depends, to a large extent, on the quality and safety of the machinery and equipment that we use in the provision of our services or that we rent to our clients. If our products are in any way defective, incorrectly assembled or unsafe, if they cause any kind of accident or delay in our clients operations, or if they do not meet the expected quality and safety standards, our relationships with our clients and partners could suffer, the reputation of our company and strength of our brand could be adversely affected, and we could lose market share. In addition, we may be exposed to administrative proceedings and lawsuits in connection with any potential failures of our machinery or equipment and incur significant expenses. The occurrence of any of these factors could adversely affect our business, financial condition and results of operations.

Proceeds from our insurance policies may not be sufficient to cover damages resulting from a contingent event.
We cannot guarantee that proceeds from our insurance policies will be sufficient to cover the damages resulting from any event covered by such policies. Accordingly, certain risks may not be covered under the terms of our insurance policies (such as war, acts of God, force majeure and interruption of certain operations). Therefore, if any non-covered event occurs, we may incur additional expenses to rebuild or refurbish our buildings, or to repair or replace our equipment. Furthermore, we cannot guarantee that the proceeds from our insurance policies will be sufficient to cover the damages caused by any event for which our insurance policies provide coverage (such as a workplace accident or project errors). Finally, there can be no assurance that we will be able to renew our insurance policies on favorable or acceptable terms, or at all, or enter into new insurance policies with alternate providers.

Our results could be adversely affected if we receive an unfavorable judgment or decision in one or more of the administrative proceedings and lawsuits filed against our company.
As of December 31, 2009, we were involved in administrative proceedings and lawsuits for which we have recorded provisions of R$8.5 million, of which R$6.0 million is deposited in court. Our financial condition and results of operations could be materially adversely affected, if we receive an unfavorable judgment or decision with respect to a significant share of these proceedings and lawsuits. In addition, proceedings involving alleged acts of negligence, imprudence or failure could affect our reputation and adversely affect our operations, whether or not we receive an unfavorable decision.

Our financial condition and reported financial results may be adversely affected by changes to Brazilian GAAP.
On December 28, 2007, was enacted Law 11.638, amended by Medida Provisria (MP) n.449, of December 4, 2008, later converted into Law 11,941, May 27, 2009, that changed and introduced new provisions to Corporate Law, primarily with respect to accounting practices. The main purpose of this law and MP was to amend the Brazilian Corporation Law to allow the process of convergence of the accounting practices adopted in Brazil with those included in the International Financial Reporting Standards issued by the International Accounting Standards Board (IASB). Under the law, the CVM was granted power to adopt, in whole or in part, new accounting rules and procedures in line with international accounting rules and regulations. The principal effects on our financial statements resulting from the changes to Brazilian corporate Law were the accounting procedure for assets acquired through finance leasing operations, adjustment of certain short- and long-term receivables to reflect their present market value, accounting of share purchase option plan, accounting changes in the goodwill amortization of new acquisitions, certain assets were reclassified from the property and equipment account group to the intangible assets specific account group, the Company contracted derivative financial instruments in order to protect transactions carried out in foreign currency. The derivative financial instruments were recognized initially by their fair value; transaction costs, when directly attributable, were recognized in the result of the year.

17

The Transitional Tax System (Regime Tributrio de Transio), or RTT, has been introduced as part of provisions that have already been implemented in accordance with Law No. 11,638/07 and Law No. 11,941/09 to integrate Brazilian GAAP with IFRS. The introduction of RTT may adversely affect our business and results of operations if it results in an increase in our tax burden. In addition, changes to accounting practices (in particular changes affecting our sector) may have a material impact on our financial statements and accounting profit, as well as on our calculation and distribution of dividends

b.

to the controlling shareholder.

The interests of our controlling shareholder may conflict with the interests of investors in our shares.
Our controlling shareholder has the ability, among other things, to elect the majority of the members of our board of directors and determine the outcome of decisions requiring shareholder approval, including with respect to transactions with related parties, corporate restructurings, asset sales and partnership agreements, and will have power to influence the amount and timing of any dividends to be distributed in the future, subject to the provisions of the Brazilian corporate law regarding the payment of mandatory dividends. Our controlling shareholder may choose to pursue acquisition opportunities, dispose of assets, and enter into partnership and financing agreements or similar operations which may conflict with the interests of our other shareholders.

We will not have a controlling shareholder upon completion of the public offering.
If our shareholder Staldzene acquires shares in this offering, we will have, upon completion of this offering, a shareholder holding more than 50% of our voting capital and with the ability, among other things, to elect the majority of the members of our board of directors and determine the outcome of decisions requiring shareholder approval, including with respect to transactions with related parties, corporate restructurings, asset sales and partnership agreements, to influence the amount and timing of any dividends to be distributed in the future, subject to the provisions of the Brazilian corporate law regarding the payment of mandatory dividends. Any such controlling shareholder may choose to pursue acquisition opportunities, dispose of assets, and enter into partnership and financing agreements or similar operations which may conflict with the interests of our other shareholders. On the other hand, if our shareholder Staldzene does not acquire shares in this offering, we will lack a shareholder holding more than 50% of our voting stock, which could make it more difficult to approve certain transactions where Brazilian corporate law requires qualified quorums. In the event we do not have a controlling shareholder upon completion of this offering, our shareholders might not have the same protection under Brazilian corporate law against abuses by other shareholders and, consequently, it could be more difficult for us to be rewarded compensatory damages for any harm that we suffer as a result thereof. Thus, any sudden or unexpected change in our management team, in our corporate policy, in our strategic direction, or in any dispute among shareholders in connection with their respective rights may adversely affect our business and our results of operations.

Provisions in our bylaws may discourage, delay or make more difficult a change of control of our company or the approval of transactions that might otherwise be in the best interests of our shareholders.
Our bylaws contain provisions intended to avoid the concentration of ownership of our shares in small groups of investors and to foster a dispersed ownership. These provisions require that any shareholder that becomes the holder of 20% or more of our capital stock (excluding any involuntary increase) launch a tender offer within sixty days to purchase all of our common shares at a price per share determined under our bylaws. These provisions may have anti-takeover effects and may discourage, delay or make more difficult a change in control of our company, a replacement of our directors or the approval of
18

transactions that might otherwise be in the best interests of our shareholders, including those in which they would be able to sell their shares at a premium.

c.

to the shareholders.

An active and liquid market for our shares may not develop. The volatility and lack of liquidity of the Brazilian capital market could substantially limit your ability to sell our shares at the desired price and time.
There is currently no active and liquid market for our shares. We cannot predict whether a market for our shares will develop on the BM&FBOVESPA or, if it develops, whether it will provide sufficient liquidity for our shares. An investment in securities traded in emerging market countries such as Brazil frequently involves a greater degree of risk when compared to investments in securities of issuers located in major international securities markets, and are generally considered to be more speculative in nature. The Brazilian securities market is substantially smaller, less liquid, more concentrated and usually more volatile than major international securities markets such as the United States. As of December 31, 2009, the BM&FBOVESPA represented a market capitalization of approximately R$2.2 trillion (US$1.3 trillion), with an average daily trading volume of US$5.9 billion during the period from December 30, 2008 to December 30, 2009. The Brazilian capital market is significantly concentrated. The ten main shares traded on the BM&FBOVESPA accounted for approximately 44.8% of the total volume of shares traded on this stock exchange during the year ended December 31, 2009. The characteristics above may substantially limit investors ability to sell our shares for the desired price and at the desired time, which in turn may have a significant adverse effect on the price of our shares. In addition, the price per share, to be determined after the conclusion of the bookbuilding process, may differ from the prevailing market price of our shares upon completion of this offering, either as a consequence of the risk factors described in this section, or due to any other circumstance impacting our results of operations.

Holders of our shares may not receive dividends.

Our bylaws provide that 25% of our net profit for any year, adjusted pursuant to the provisions of the Brazilian corporate law, should be distributed to shareholders as mandatory dividends or as interest on stockholders equity. Despite the requirements regarding the payment of mandatory dividends, we may limit such payment to the realized portion of the dividends. In addition, we may suspend the distribution of dividends to our shareholders in any year, if our board of directors determines that such distribution would not be advisable given our financial condition.

We may need additional funds in the future and may issue additional securities to secure such funds. This may adversely affect the price of our shares and result in a dilution of your percentage interest in our shares.
We may need to raise funds in the future by means of an additional public or private offering of shares or securities convertible into or exchangeable for shares. Any additional funds raised by means of a distribution of shares or securities convertible into or exchangeable for shares may impact their price and dilute your percentage interest.

Provisions in our bylaws may discourage, delay or make more difficult a change of control of our company or the approval of transactions that might otherwise be in the best interests of our shareholders.

19

Our bylaws contain provisions intended to avoid the concentration of ownership of our shares in small groups of investors and to foster a dispersed ownership. These provisions require that any shareholder that becomes the holder of 20% or more of our capital stock (excluding any involuntary increase) launch a tender offer within sixty days to purchase all of our common shares at a price per share determined under our bylaws. These provisions may have anti-takeover effects and may discourage, delay or make more difficult a change in control of our company, a replacement of our directors or the approval of transactions that might otherwise be in the best interests of our shareholders, including those in which they would be able to sell their shares at a premium.

d.

to its subsidiaries and affiliates.

Not applicable.

e.

to the suppliers.

Fluctuations in the price of raw materials, components and equipment used in our operations, as well as of commodities, may adversely affect our results.
Certain raw materials and components used in our operations are prone to sudden and significant fluctuations in price, over which we have no control. The final price of components, machinery and equipment that we acquire or rent from third parties correlates to a significant extent with the price of commodities such as steel and aluminum. A substantial increase in the price of such commodities generally results in an equivalent increase in our suppliers operating costs and, consequently, in an increase in the prices they charge for their products. We may not be able to pass these price increases on to our clients, which could have an adverse effect on our operating costs and our financial condition and results of operations. In addition, all of the equipment used by our Equipment Rental division is imported, as there is no equipment of comparable quality available locally. Such equipment is priced in foreign currencies. Should the real depreciate against the foreign currencies in which we purchase equipment, our purchase costs will increase and we may be unable to reflect the increased cost of equipment in the rental prices that we charge. The components, machinery and equipment used in our operations are manufactured and supplied by thirdparties. The components, machinery and equipment used in our operations are manufactured by third-parties. We also buy other materials used in our operations from local or foreign companies. We generally do not carry a very large inventory of equipment in our warehouses, only the minimum required for the provision of our services. As a result, we are vulnerable to delays in the delivery of equipment or increases in the prices charged by our suppliers, which could prevent us from providing our services or renting our equipment to our clients in a timely manner. Also, if our suppliers are not prepared for and are unable to meet potential increases in the demand for their products, we may not be able to buy the amount of equipment or volume of raw materials necessary to carry out our operations. If we are subject to recurring delays in delivery, we may not be able to find new suppliers quickly enough to meet our clients needs. In addition, the introduction of restrictions on the acquisition of imported goods, or the increase of taxes due on imported equipment, may have a negative impact on our business, in particular on the operations of our Equipment Rental division. Any delays or price increases resulting from the actions or failures of our suppliers, or due to new import regulations, could result in increased costs for us, requiring us to increase our prices, in which case the demand for our services could be adversely affected, adversely affecting our financial condition and results of operations.

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f.

to the clients.

The success of our Heavy Construction division depends on the development of long-term relationships with a limited number of large companies operating in the Brazilian civil construction sector.
Approximately 80% of the large construction and/or infrastructure projects implemented in Brazil are carried out by the 15 largest companies in the market. The development of long-standing partnerships with such companies is key to ensuring our involvement in the implementation of prestigious and innovative initiatives, as well as to enabling us to further enhance our operations, in particular with respect to more complex projects. Should we lose any of our main clients, or prove unable to maintain close relationships with such clients, the operations and revenue of our Heavy Construction division could be materially adversely affected.

We may be unable to attract new clients or to develop new business at the pace required for the expansion of our Jahu and Equipment Rental divisions.
The average length of the service agreements entered into between our Jahu and Equipment Rental divisions and their clients is generally shorter than that of the service agreements negotiated by our other business divisions. As a result, both our Jahu and our Equipment Rental divisions rely on the constant generation of new business in order to maintain their revenue at a constant level. Due to the high degree of competition faced by our Jahu and Equipment Rental divisions, we must make significant investments in order to attract new clients and retaining existent ones, in addition to offering our services at competitive prices. In 2009, our Jahu and our Equipment Rental divisions accounted for 15.4% and 13.5%, respectively, of our net income, compared to 8.2% and 8.5%, respectively, of our net income in 2008. If we are unable to generate new business at the rate required by our Jahu and Equipment Rental divisions, the operations and expansion of the activities carried out by these divisions could be adversely affected.

We may be unable to meet the needs of all of our clients or deliver our services in a timely manner.
We own a limited number of machinery and equipment, which must be properly allocated to each project in which we are involved. Delays or interruptions in the manufacturing and maintenance of such equipment and its component parts, as well as sudden increases in the demand for our services, could prevent us from providing our services in the agreed timeframe or from meeting the needs of our clients satisfactorily and efficiently, as a result of any of the following factors: inability to foresee the needs of our clients; delays caused by our suppliers; insufficient production capacity; equipment failure; shortage of qualified workers, strikes and labor claims; interruption in the provision of public services, in particular power cuts; delays or interruption of our equipment transportation system; changes to customs regulations; macroeconomic factors; and

21

natural disasters.

If we are unable to meet our deadlines, either due to internal problems, or as a result of events over which we have no control, we may lose the trust of our clients and, therefore, experience a decrease in the demand for our services, which could adversely affect our financial condition and results of operations.

Fluctuations in the price of commodities may impact our clients investment decisions and the cost of our equipment and we may face cancellations or delays affecting our existing and future projects or loss of revenue as a result of such fluctuations.
Fluctuation in commodity prices may have an adverse affect on our clients. For example, fluctuations in the price of commodities may directly affect the profit margins and cash flows of clients engaged in the oil and gas industry, which may influence decisions with respect to maintaining existing investments or making new expenditures. Should our clients choose to postpone new investments and/or to cancel or delay the execution of existing projects, the demand for our services would drop, which could have a material adverse effect on our operations and financial condition. Our operations and financial situation have been adversely affected in the past, and could be substantially affected in the future, due to cancellations and delays in connection with projects in which we were or are involved. The prices of commodities may also have a strong impact on the cost of our equipment and projects, as the prices of our principal raw materials, steel and aluminum, are directly tied to commodity prices. Any increase in such prices could adversely affect the potential return on both planned and current investments.

g.

to the economic sectors in which the issuer is involved

The Brazilian government has exercised, and continues to exercise, significant influence over the Brazilian economy. This influence, as well as Brazilian political and economic conditions, could adversely affect our business and results of operations.
The Brazilian government has frequently intervened in the Brazilian economy and has occasionally introduced significant changes to the countrys monetary, credit and tax policies, among others. The Brazilian governments actions to control inflation have often involved, among others, increases in interest rates, changes in tax policies, price controls, currency devaluations, capital controls, and customs restrictions. We have no control over and cannot predict what measures or policies may be introduced by the Brazilian government in the future. Our business, financial condition and results of operations, as well as the trading price of our shares, may be adversely affected by Brazilian, state and municipal changes to public policies relating to tax rates and exchange controls or regulations involving or affecting factors such as: interest rates; exchange controls and restrictions on remittances abroad; fluctuations in exchange rates; inflation; social and political instability; expansion or contraction of the global or Brazilian economies; liquidity of domestic capital and financial markets;

22

 tax burden and policy; and other political, social and economic developments in or affecting Brazil. Uncertainty over whether the Brazilian government will implement changes in policy or regulation affecting these or other factors in the future may contribute to economic uncertainty in Brazil and heightened volatility in the Brazilian securities markets. For example, on October 20, 2009, the Brazilian government introduced a 2% tax on foreign investments in the Brazilian financial and capital markets. In addition, Brazilian presidential and parliamentary elections will take place in October 2010. Brazilian presidents have significant power to determine public policies, as well as to introduce measures affecting the Brazilian economy and the operations and financial results of companies such as ours, whose operations rely to a significant extent on public investment in infrastructure and development. The campaign for the presidency could result in changes to existing public policies, and the new government, whether or not controlled by the current presidents political party, may seek to implement new policies. For example, the current or future government may face pressure to cut public investments (including investments in infrastructure), due to increasing inflation and public debt. This could have a material adverse effect on our operations. We can neither predict whether the current or future Brazilian government will implement changes to existing policies on taxation, exchange controls, monetary strategy and social security, among others, nor estimate the possible impact of any such changes on the Brazilian economy or our operations.

Exchange rate instability may adversely affect the Brazilian economy, as well as our operations and the market value of our shares.
Over the last few decades, the Brazilian currency faced frequent and substantial exchange rate fluctuations in relation to the U.S. dollar and other foreign currencies. The real showed significant devaluation against the U.S. dollar between 2000 and 2002, reaching an exchange rate of R$3.53 per US$1.00 by the end of 2002. On the other hand, the real appreciated substantially against the U.S. dollar in the period from 2003 to mid-2008 as a result of stability in the macroeconomic environment and strong growth in foreign investments in the country, reaching an exchange rate of R$1.56 per US$1.00 in August 2008. As a result of the global financial crisis in mid-2008, the real depreciated 31.9% against the U.S. dollar, reaching an exchange rate of R$2.34 per US$1.00 by the end of 2008. In 2009, due in part to the recovery of the Brazilian economy at a faster rate than the global economy, the real once again appreciated 25% against the U.S. dollar, reaching an exchange rate of R$1.74 per US$1.00 by December 31, 2009. On March 26, 2010, the real-U.S. dollar exchange rate was R$1.82 per US$1.00, while the official Brazilian interest rate, or SELIC rate, was set at 8.75%. The depreciation of the real relative to the U.S. dollar could create additional inflationary pressures in the Brazilian economy and lead to increases in interest rates, which could negatively impact Brazilian economic growth as a whole, as well as our financial condition and results of operations. In addition, this could limit access to international financial markets and lead to governmental interventions, which could include the introduction of recessive policies. In the context of the current slowdown in global economic activity, the depreciation of the real against the U.S. dollar could also trigger a drop in consumer spending, as well as create deflationary pressures and result in lower economic growth. On the other hand, the appreciation of the real relative to the U.S. dollar and other foreign currencies in turn lead to deterioration in the Brazilian balance of payments and a drop in export-based growth. Depending on the circumstances, the depreciation or appreciation of the real could have a material adverse effect on the countrys economic growth, as well as on our business and the market value of our shares.

Events and the perception of risk in other countries, especially the United States and emerging market countries, may adversely affect the market price of Brazilian securities, including that of our shares.
23

The market price of securities issued by Brazilian companies is affected to varying degrees by economic and market conditions in other countries, including the United States and other Latin American and emerging market countries. Therefore, investors reactions to developments in these other countries may have an adverse effect on the market value of securities of Brazilian issuers. Crisis in other emerging market countries may reduce investor interest in securities issued by Brazilian companies, including those issued by our company. In the past, the development of adverse economic conditions in other emerging market countries resulted, in general, in capital flight and, as a consequence, in a decrease in the value of foreign investments in the country. The financial crisis originated in the United States during the third trimester of 2008 triggered a recession of global scale. This adversely affected the Brazilian economy and Brazilian capital markets, both directly and indirectly, and led to, among other things, fluctuations in the trading prices of securities issued by publicly owned companies, scarcity of credit, cut in expenditures, slowdown in the global economy, exchange rate volatility, and inflationary pressures. Any of these factors may negatively affect the market value of our shares and make it more difficult for us to access capital markets and finance our operations in the future on acceptable terms, or at all.

The demand for our services is directly linked to the volume of public investment in the engineering, construction and infrastructure sectors.
The public sector is generally involved in the implementation of large engineering and infrastructure projects in Brazil, either by means of direct investment in such projects or through financing agreements. For example, we expect that approximately R$504 billion will be invested over the coming years, by both the public and the private sectors, for funding public construction projects linked to the Brazilian governments PAC program. In addition, we expect that approximately R$110 billion will be invested in the Brazilian cities hosting the 2014 FIFA World Cup and the 2016 Olympic Games. In addition, Petrobrs has announced that it will make investments of US$174 billion toward the extraction of oil and gas reserves discovered in the pre-salt strata. Finally, according to estimates from BNDES, the public and private sectors are expected to invest R$1.3 trillion in the industrial, infrastructure and residential construction segments between 2009 and 2012. We believe that the involvement of the public sector will be key in executing such projects. In Brazil, public investments have historically been influenced by macroeconomic, political and legal factors, which are all beyond our control. Such factors could determine, among other things, the suspension or cancelation of projects that require the involvement of the public sector. Any such suspension or cancellation could have a material adverse effect on our clients operations and on the demand for our services. If estimates regarding the level of future investments in construction and infrastructure are not correct, or if such investments are not made, our clients operations and, consequently, our financial condition and operations may be adversely affected.

The nature of the services rendered by our company requires us to make significant financial and technical investments before we know whether or not we will be hired.
Due to the nature of the services we provide, we are required to make substantial initial investments in the development of new processes, the provision of constant training to our employees and, in particular, the acquisition of machinery and equipment to be used in the provision of our services. Certain of these investments are carried out before we know whether our services will be used on a continuous, successive basis and we are exposed to the risk that significant initial investments will not generate the returns that we anticipate. We are particularly vulnerable to a sudden decrease in the level of demand for our services that would result in an increase in our spare capacity and leave our revenue-generating assets idle, which could have an adverse affect on our financial condition and results of operations.

All of our business divisions face significant competition in the markets in which they operate.

24

We face strong competition in all of the segments in which we operate. Moreover, we may be exposed in the future to additional competition from new market players, as well as from foreign competitors entering the Brazilian market. We operate in a fragmented market which demonstrates considerable potential for growth and is served by a substantial number of companies offering less sophisticated (and, therefore, cheaper) services. Our clients decision to hire a particular service provider is influenced by a number of factors, including the quality of the services, the reliability of the contractor and its ability to offer innovative solutions, and the price charged for the services required. Our competitors are making substantial efforts to improve their market positions and we may lose certain clients to these competitors, including long-standing clients that regularly employ our services. Certain competitors of our Industrial Services division have more experience and greater scale in the provision of certain industrial maintenance services, and may have greater financial resources. If we are unable to effectively compete against these companies, our market share could decrease, which would adversely affect our financial condition and results of operations. In addition, if construction companies and companies operating in the oil and gas sector create new inhouse departments to complement their core operations, so as to no longer require our services (or even to compete with us), we may experience a reduction in the demand for our services, and a potential increase in competition, which may adversely affect our financial condition and results of operations.

The development of engineering solutions and technological innovations which add value to our services is critical to the protection of our leading market position and to the expansion of our business.
Due to the nature of our business, we must remain abreast of the latest engineering solutions and technological innovations in our industry. We must employ qualified personnel, maintain an adequate infrastructure, and expand relationships with suppliers that have a successful track record. Should we fail to provide value-added engineering solutions, or to buy or license new technologies developed by thirdparties on acceptable terms, the services rendered by our company could become outdated or obsolete in comparison to the services offered by our competitors. Any failure to remain at the technological forefront of the industry would adversely affect our relationship with our clients and, consequently, our financial condition and results of operations.

h.

to the sectors regulation in which the issuer acts.

We cannot estimate the potentially substantial costs involved in ensuring compliance with legal provisions regulating workplace safety and outsourced professionals.
As of December 31, 2009, we had 3,537 employees, most of them either based at our equipment warehouses or engaged in the assembly of equipment used in our Industrial Services division and in the provision of services offered by such division. Due to the nature of the services we provide, both our employees and employees of third parties face risks when executing our projects, which could result in serious injury or death. In accordance with existing labor laws and regulations, we are required to provide and ensure the use of safety equipment for our employees and other individuals working on our projects. If we fail to provide all necessary safety equipment and ensure its proper use, or if we work with companies that are not sufficiently committed to ensuring the safety of their staff, we could be deemed responsible for any accidents that take place at the worksites where we provide services. Any accidents at the worksites where we provide our services could potentially reduce the number of able bodied employees available to carry out our operations and would expose us to the payment of fines and penalties. Any changes to existing safety regulations may impose additional obligations on us and result in an increase in our expenses with respect to safety equipment and procedures. We cannot predict whether any such changes would have a significant impact on our operations. For example, changes imposing a

25

reduced work day, for safety reasons, could result in a drop in employee productivity, therefore forcing our company to hire additional staff. Similarly, provisions requiring us to install additional safety components could increase the cost of our equipment and, therefore, adversely impact our operating costs and results. In addition, we engage a third-party labor provider to hire temporary employees during periods of rapid increases in the demand for our services, particularly for our Industrial Services division. As a result, we could be considered responsible for meeting any employment obligations relating to such professionals, or deemed to be their employer under the terms of existing laws and regulations, and would be subject to potential costs associated with failure to comply with workplace safety regulations with respect to such professionals. Finally, the introduction of stricter legal and regulatory provisions regarding the use of outsourced personnel, or of provisions imposing additional obligations on the contractor of outsourced services, could increase our labor costs and have an adverse effect on our financial condition and results of operations. .

Climate change or changes in environmental laws and international norms could adversely affect the technical requirements for our projects, the way in which we use our equipment and the way we render our services. Moreover, our inability to adapt to climate change may adversely affect our business and financial results.
Climate change, including flooding or erosion caused by increased rainfall, could adversely affect the technical requirements to which we are subject, the way in which we use our equipment and the way we render our services. For instance, increased rainfall could interfere with our abilty to perform industrial painting services. In addition, variations in weather caused by climate change may lead to postponements in project schedules, which in turn may lead to a decrease in the demand for our services. Our inability to adapt our operations to such climate change and maintain our quality standards may lead to a decrease in our market share, adversely affecting our business and financial results. Our operations are subject to several federal, state and municipal environmental laws and regulations, including protocols and international treaties to which Brazil is party. Such regulatory framework may become more stringent in the future due to, among other things, climate change and, as a result, we may be obligated to incur higher capital expenditures, thereby adversely affecting our business and financial results. Compliance with the provisions of these laws and regulations is monitored by certain governmental bodies and agencies that are responsible for applying administrative sanctions in the event of the breach of any relevant provisions. These sanctions may consist of fines ranging from R$500 to R$50,000,000, result in the cancelation of our licenses and, ultimately, the temporary or permanent suspension of our operations, among other penalties. Environmental laws and regulations may become stricter in the future, which may require us to make additional investments in compliance and, as a result, affect our existing investment program and adversely affect our financial condition and results of operations. In addition, failure to comply with such laws and regulations, such as operating without the necessary environmental licenses and permits, or failing to adequately dispose of residues arising from our painting and equipment maintenance services, may result in the application of criminal and administrative sanctions, as well as the obligation to repair the alleged harm or pay penalties for any potential damage to the environment. Criminal sanctions may include, among other things, the arrest of the persons responsible for the breach, the revocation or restriction of tax incentives and the cancelation or suspension of credit facilities provided by public financial institutions. We could also be prohibited from providing services to the public sector. The application of any of these sanctions could have an adverse effect on our revenues and prevent us from being able to raise capital in the financial markets. The introduction of additional environmental obligations in the future as a result of legal or regulatory changes or as a consequence of an increase in the environmental impact of our operations, or failure to obtain any necessary environmental licenses and permits, may result in additional and substantial compliance costs and have an adverse effect on our business, financial condition and results of operations.

i.

to the foreign countries to which the issuer acts.

26

Not applicable, since the Company restricts its operations to Brazil. 4.2 Any expectations of the Company to reduce or increase its exposure to significant risks abovementioned. The Company is constantly analysing the risks to which it is exposed to and which may adversely affect its business, financial condition and results of operations We are constantly monitoring changes in the macroeconomic and sector scenarios that can influence our activities through monitoring of key performance indicators. Currently, the Company has not identified the any scenario that can increase or decrease its exposure to the risks listed in the item 4.1 above. 4.3 Legal, administrative or arbitral suits in which Vale or its subsidiaries area part, organized by labor, tax, civil and other suits: (i) which are not confidential, and (ii) which are significant for Vales business and that of its subsidiaries. We are party to judicial and administrative proceedings in the civil, tax and social security, labor and environment, as described below. Our contingengy provisions are recorded in the financial statements for the total amount of probable losses. On December 31, 2009, the total value of cases involving contingent liabilities was R$84 million and the total value involved in processes with probable loss, according to our assessment and our legal counsel, was R$8.5 million, as indicated below:

Proceeding/Contingency 2007

Year ended December 31, 2008 (in thousands of R$)

2009

Civil proceedings Possible losses Probable losses

Tax and social security proceedings

1,183 433

1,183 422

1,547 803

Possible losses Probable losses Labor claims Possible losses Probable losses Other Possible losses Probable losses Provisions Judicial deposits

9,613 14,662

2,614 20,075

9,582 5,617

3,734 1,220

4,077 1,270

10,787 1,420

27 608 16,923 2,086

27 567 22,334 6,527

18 687 8,527 5,960

We believe that our provisions for legal and administrative contingencies are sufficient to cover probable losses. We describe below the main legal and administrative proceedings in which we are involved.

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Civil Proceedings
We are defendants in 24 proceedings concerning civil liability and indemnification payments (primarily for contract terminations). Based on the advice of our external legal counsel, as of December 31, 2009 we have recorded provisions of R$803 thousand to cover probable losses arising from these proceedings.

Tax and Social Security Proceedings

As of December 31, 2009, we were defendants in 109 tax proceedings for an aggregate amount of R$69 million. We have recorded provisions of R$5.6 million with respect to these proceedings and an additional R$4.1 million is deposited in court. Below is a description of our main tax proceedings:
Process n 10768.008181/98-36 Jurisdiction Instance Date of filing Parties in the suit Amounts, goods or rights involved Main facts IRS 2nd Instance April/07/1998 Mills do Brasil Estruturas e Servios Ltda. (succeeded by the Company) and Secretaria da Receita Federal do Brasil R$30,817,554.53 (on 02/24/06) This is a tax-deficiency notice that seeks the payment of amounts supposedly not paid by way of COFINS, CSLL, IRPJ and PIS by reason of supposed omissions of revenues, cancellation of expenses incurred by the taxpayer with rents of real estates, personal property, machines, automobiles and equipment necessary and indispensable for its business and because the taxpayer failed to respond to the notice of March 23, 1998 that notified it to justify the revaluation reserve. In our defense, we claimed that the tax liability relating to the period from January 1992 to March 1993 has been time-barred. We also argued that the allegation of omission of revenue was due to transactions of spin-off and consolidation of the companies Mills Eventos and Mills Servios de Manuteno, which caused no loss for the tax authority, for which reason the tax-deficiency notice must be cancelled. The company claims that the revenues in its name were subjected to taxation by a subsidiary, by reason of the delay by the Commercial Registry in acknowledging the transactions that had been conducted. Current stage: On January 28, 2010, there was a trial in which the Administrative Tax Appeals Chamber decided to annul the tax assessment. However, it must be emphasized that the Tax Collector may still file a Special Appeal against the said decision. Remote If the tax-deficiency notice is held to be valid, the Company will have to pay the updated value of the tax (until December 31, 2009) of R$40.1 million. Since this is an isolated fact, which does not reflect on the habitual practice of the Company, the Company does not believe that an unfavorable decision in the administrative proceedings in question would lead to a loss in other claims. However, by reason of the amount in dispute, we may have to obtain a foreign loan or revaluate our investment plan if we are required to pay the said taxes. -

Chances of loss Analysis of impact in the case of losing the suit

Amount provisioned (if any)

Process n 2005.51.01.533217-9 Jurisdiction Instance Federal Justice 1st Instance

28

Date of filing Parties in the suit Amounts, goods or rights involved Main facts

March/21/2006 Mills Formas e Escoramento Ltda. (succeeded by the Company) and Federal Union R$1,569,623.92 (on March/21/07) Subject Matter: This is a Tax Foreclosure seeking the payment of tax liabilities substantiated in Tax Proceedings Nos. 15374.001299/00-95 (CDA No. 70.6.05.018933-01/ Installment Plan) and 15374.001300/00-72 (CDA No. 70.2.05.013557-18), filed by reason of the cancellation of expenses incurred by Mills (former Aluma), by reason of the supposed lack of proof of operating costs and expenses deducted from the profits earned for purposes of determination of the taxable income, in relation to the hiring of the company Mills do Brasil. Possible In the event of an unfavorable decision, the Company will have to pay the tax liabilities subject matter of the administrative procedures in question, in the updated amount of R$1.7 million (until December 31, 2009). Since this is an isolated fact, which is not a habitual practice of the Company, the Company does not believe that an unfavorable decision would have a material adverse effect on its financial situation or on its operating results. -

Chances of loss Analysis of impact in the case of losing the suit

Amount provisioned (if any)

Process n 2006.51.01.011053-7 Jurisdiction Instance Date of filing Parties in the suit Amounts, goods or rights involved Main facts Federal Justice 1st Instance June/07/2006 Mills Indstria e Comrcio Ltda. (succeeded by the Company) and Federal Union R$759,205.70 (on December/18/06) Subject Matter: This is a Lawsuit seeking the cancellation of the tax liabilities substantiated in Administrative Proceedings Nos. 13707.002177/93-71 (CDA No. 70.2.06.003889-75) (IRPJ) and 13707.002178/93-34 (CDA No. 70.6.06.007170-64) (FINSOCIAL). The taxpayer executed with its affiliate Mills Equipamentos Ltda a lease agreement of some equipment of its production. At first, the agreement provided that the amounts would be paid on a monthly basis and adjusted at the OTN rate. On January 5, 1998, the parties entered into a new agreement whereby the rent would be paid annually, but that the adjustment would still be made on a monthly basis. However, on August 3, 1998, there was the execution of the reratification agreement whereby the parties ratified the agreement that the payment would be annual and agreed that the adjustment would also be made at the average rate of OTN. The Tax Authority understood that the lessee should have paid, until January 5, 1998, the IRPJ and the CSLL levied upon the amounts supposed received by way of rent in the first seven months of the year. In our defense, we claimed that no amount was due in the period, because according to the terms of the agreement executed with the affiliate the amount would only be paid to us at the end of the fiscal year, for which reason the taxable event of the said taxes had not yet occurred. Current stage: Waiting for the entry of judgment.

29

Chances of loss

Remote

Analysis of impact in the case of losing the suit

If the claim is held to be invalid, the Company will have to pay the tax liability disputed, in the adjusted amount of R$803 thousand (until December 31, 2009). Since this is an isolated fact, which is not a habitual practice of the Company, the Company does not believe that an unfavorable decision would have a material adverse effect on its financial situation or on its operating results. -

Amount provisioned (if any)

Process n 2006.51.01.011682-5 Jurisdiction Instance Date of filing Parties in the suit Amounts, goods or rights involved Main facts Federal Justice 1st Instance June/07/2006 Mills do Brasil Estruturas e Servios Ltda. (succeeded by the Company) and Federal Union R$1,468,639.25 (on December/28/07) Subject Matter: This is an Action for Annulment of Tax Liability seeking the annulment of the tax liability claimed in Administrative Proceeding No. 13708.000745/2003-12 (CDAs Nos. 70.2.08.000115-81, 70.2.08.000116-62 and 70.6.08.000444-38), because a substantial part of the liability claimed refers to the tax on net income (ILL), which was deemed to be unconstitutional by the Federal Supreme Court, and that the full amount of the liability claimed is liable to cancellation because of the offset against the accumulated tax loss of the year. Current stage: Waiting for the judgment by the lower court. Remote If the claim is held to be invalid, the Company will have to pay the tax liability disputed, in the adjusted amount of R$2.0 million (until December 31, 2009). Since this is an isolated fact, which is not a habitual practice of the Company, the Company does not believe that an unfavorable decision would have a material adverse effect on its financial situation or on its operating results. -

Chances of loss Analysis of impact in the case of losing the suit

Amount provisioned (if any)

Process n 2005.51.01.002775-7 Jurisdiction Instance Date of filing Parties in the suit Federal Justice of Rio de Janeiro 2nd Instance February/15/2005 Mills do Brasil Estruturas e Servios Ltda. (succeeded by the Company) and Nacional Treasury

30

Amounts, goods or rights involved Main facts

R$1,182,037.77 (on February/15/05) Subject Matter: This is a Lawsuit seeking the acknowledgment of the right of Plaintiff to offset the amounts unduly paid in the last 10 years, and the acknowledgment of the right of Plaintiff to ratification of the offset conducted in year 2002 against the liabilities unduly paid in year 1993. Current stage: In view of the judgment that held the claim to be invalid, the Plaintiff filed an Appeal which was granted by a majority of votes. At this time, the case is waiting from judgment of an Appeal filed by the Federal Government. Remote In the event of an unfavorable decision, the Company will have to pay the disputed tax liabilities. Additionally, after Supplementary Law No. 118/2005, the company may only offset the tax liabilities that had been unduly paid within a five-year period before the petition for offset/restitution. Since this is an isolated fact, which is not a habitual practice of the Company, the Company does not believe that an unfavorable decision would have a material adverse effect on its financial situation or on its operating results. -

Chances of loss Analysis of impact in the case of losing the suit

Amount provisioned (if any)

Process n 2008.51.01.505089-8 Jurisdiction Instance Date of filing Parties in the suit Amounts, goods or rights involved Main facts Federal Justice of Rio de Janeiro 1st Instance June/25/2008 Mills Estruturas e Servios Ltda. and Federal Union R$1,946,671.65 (on May/26/08) Subject Matter: This is a Tax Foreclosure that seeks to compel the Company to pay the tax liabilities of IRPJ substantiated in Overdue Tax Liabilities Certificates (local acronym CDA) Nos. 70.2.08.000115-81; 70.2.08.000116-62 and 70.6.08.000444-38. Current stage: This has the same subject matter of the action for annulment of tax liability 2006.51.01011682-5 (mentioned in the previous schedule). On May 25, 2009, the Company presented a petition informing that it filed Incidental Provisional Measure No. 2007.51.01.031485-8 requesting the acknowledgment of the right to presentation of assets so that the liabilities subject matter of the CDAs in question do not prevent the issuance of the proper CND (local acronym of the Debt Clearance Certificate). Therefore, it requested the issuance of a Warrant for Levy of Execution upon the assets presented in the record of the Action for Provisional Remedy. Possible If the claim is held to be invalid, the Company will have to pay the tax liability, in the adjusted amount of R$2.0 million (December 2009). Since this is an isolated fact, which is not a habitual practice of the Company, the Company does not believe that an unfavorable decision would have a material adverse effect on its financial situation or on its operating results. -

Chances of loss Analysis of impact in the case of losing the suit

Amount provisioned (if any)

Process n 18471.001569/2006-13

31

Jurisdiction Instance Date of filing Parties in the suit Amounts, goods or rights involved Main facts

Receita Federal of Brasil (IRS)

2nd Instance December/15/2006 Jahu Indstria e Comrcio Ltda. (succeeded by the Company) and Federal Union. R$8,492,152.57 (dec/09) Subject Matter: This is a tax-deficiency notice issued by RFB seeking the payment of IRPJ and CSLL liabilities, in relation to the 1st, 2nd and 3rd Quarters of 2001 by reason of (i) supposed divergences with regard to the criteria used for the depreciation of fixed assets and (ii) supposed irregularities with regard to the deductibility of expenses with service providers. Current stage: The decision by the lower court was partially favorable, with the exclusion from the tax-deficiency notice of the liabilities of IRPJ and CSL with regard to the 1st, 2nd and 3rd quarters of 2001, for being barred by the statute of limitations, and accepts the claim by the Company with regard to depreciation. The Federal Government filed an official appeal and the Company filed a voluntary one. Waiting for the judgment by the appellate instance in CARF. Possible The Company must pay the tax liability in question if the tax-deficiency notice is considered to be valid, in the updated amount of R$8 million. Since this is an isolated fact, which is not a habitual practice of the Company, and considering the amount of the provision, the Company does not believe that an unfavorable decision would have a material adverse effect on its financial situation or on its operating results. R$4,708,168.00

Chances of loss Analysis of impact in the case of losing the suit

Amount provisioned (if any)

NFLD n 35.739.838-6 Jurisdiction Instance Date of filing Parties in the suit Amounts, goods or rights involved Main facts

Receita Federal of Brasil (IRS)

1st Instance May/23/2005 Mills do Brasil Estruturas e Servios Ltda. (succeeded by the Company) and INSS (Social Security Administration) R$444,243.60 (on May/23/05) This is a Tax-Deficiency Notice seeking the collection of supposed deficiencies in relation to the contributions collected by the INSS (Social Security Administration) and intended for other entities and funds, especially the so-called education-salary. Current stage: We have filed an objection informing that a part of the education-salary liability has been paid into court, in the proper lawsuit. The case is pending disposition of the objection. Possible The Company will have to pay the tax liability in question, in the adjusted amount of R$587 thousand (on December 31, 2009), if it does succeed in proving that it has been deposited into court. The Company already duly pays the education-salary. Taking into account the amount involved in the lawsuit, the Company does not believe that an unfavorable decision will have a material adverse effect on its financial condition or operating results. -

Chances of loss Analysis of impact in the case of losing the suit

Amount provisioned (if any)

32

NFLD n 35.739.839-4 Jurisdiction Instance Date of filing Parties in the suit Amounts, goods or rights involved Main facts

Receita Federal of Brasil (IRS)

1st Instance May/23/2005 Mills do Brasil Estruturas e Servios Ltda. (succeeded by the Company) and INSS (Social Security Administration) R$1,378,410.22 (on May/23/05) This is a tax-deficiency notice seeking the payment of amounts supposedly not paid by way of contribution to SAT. In our defense, we claimed that the amounts were deposited in Case No. 99.00128184 already converted into revenue for the Federal Treasury. We also claim that the tax assessment disregarded payments made by the Company. Current stage: The case is pending disposition of the objection. Remote The Company will have to pay the tax liability in question, in the adjusted amount of R$1.8 million (on December 31, 2009), if it does succeed in proving that it has been deposited into court. Since this is an isolated fact, which is not a habitual practice of the Company, the Company does not believe that an unfavorable decision would have a material adverse effect on its financial situation or on its operating results. -

Chances of loss Analysis of impact in the case of losing the suit

Amount provisioned (if any)

NFLD n 35.739.844-0 Jurisdiction Instance Date of filing Parties in the suit Amounts, goods or rights involved Main facts

Receita Federal of Brasil (IRS)

1st Instance May/24/2005 Mills do Brasil Estruturas e Servios Ltda. and INSS (Social Security Administration) R$376,742.79 (on May/23/2005) This is a tax-deficiency notice seeking the payment of amounts supposedly not paid by way of social-security contributions. The Company claims that the tax assessment has factual errors and that the tax liabilities were actually paid. Current stage: The case is pending disposition of the objection. Remote If the assessment is deemed to be valid, the Company will have to pay the tax liability in question, in the updated amount of R$508 thousand (on December 31, 2009). Since this is an isolated fact, which is not a habitual practice of the Company, the Company does not believe that an unfavorable decision would have a material adverse effect on its financial situation or on its operating results. -

Chances of loss Analysis of impact in the case of losing the suit

Amount provisioned (if any)

NFLD n 35.739.841-6

33

Jurisdiction Instance Date of filing Parties in the suit Amounts, goods or rights involved Main facts

Receita Federal of Brasil (IRS)

1st Instance May/23/2005 Mills do Brasil Estruturas e Servios Ltda. (succeeded by the Company) and INSS (National Institute of Social Security) R$747,906.59 (on May/23/05) This is a tax-deficiency notice seeking the payment of amounts supposedly not paid by way of social-security contributions, because the tax authority acknowledged the employment relationship between the members of Coopcel, a cooperative, and the Company. In its defense, the Company claims that the tax authority cannot acknowledge the employment relationship and that the tax liability has been barred by the statute of limitations. Current stage: The case is pending disposition of the objection. Remote In the event of an unfavorable decision, the Company will have to pay the disputed tax liabilities. Since this is an isolated fact, which is not a habitual practice of the Company, the Company does not believe that an unfavorable decision would have a material adverse effect on its financial situation or on its operating results. -

Chances of loss Analysis of impact in the case of losing the suit

Amount provisioned (if any)

Process n 11330.000329/2007-30 (NFLD n 35.102.808-0) Receita Federal of Brasil (IRS) Jurisdiction Instance Date of filing Parties in the suit Amounts, goods or rights involved Main facts 2nd Instance December/10/2001 Mills do Brasil Estruturas e Servios Ltda. (succeeded by the Company) and INSS (National Institute of Social Security) R$262,723.43 (on October/29/03) Subject Matter: This is a tax-deficiency notice issued because the taxpayer supposedly did not make the withholding of 11%, by way of social-security contribution, levied upon invoices for services that had been rendered to it, as provided for by Law No. 9711/98. In its defense, the Company claims that it could not defend itself, because the tax-deficiency notice allegedly failed to list the services in relation to which there was no 11% withholding. It also claims that the company did not make the withholding only in those cases exempted by law (for example: services provided by companies that opt for the simple-taxation system). Current stage: Currently, the case is awaiting disposition of the voluntary appeal filed by the Company. Remote If the claim is held to be valid, the Company will have to pay the tax liability in question, in the adjusted amount of R$407 thousand (on December 31, 2009). Taking into account the amount involved in the lawsuit, the Company does not believe that an unfavorable decision will have a material adverse effect on its financial condition or operating results. -

Chances of loss Analysis of impact in the case of losing the suit

Amount provisioned (if any)

34

Process n 2005.51.01.026197-3 Jurisdiction Instance Date of filing Parties in the suit Amounts, goods or rights involved Main facts Federal Justice 2nd Instance September/21/2005 Mills do Brasil Estruturas e Servios Ltda. and INSS (National Institute of Social Security) R$967,953.94 (on December/10/01) Subject Matter: This is a Lawsuit seeking the termination of the tax liability subject matter of NFLD No. 35.102.802-1 (Education-Salary) because the respective amounts had been deposited in Provisional Remedy No. 97.0010128-2 Current stage: The Claim was deemed to be invalid. Currently, the case is awaiting disposition of the appeal filed by the Company. Possible The Company will have to pay the tax liability subject matter of NFLD No. 35.102.802-1, in the adjusted amount of R$1.5 million (on December 31, 2009). The Company already duly pays the educationsalary. Taking into account the amount involved in the lawsuit, the Company does not believe that an unfavorable decision will have a material adverse effect on its financial condition or operating results. -

Chances of loss Analysis of impact in the case of losing the suit

Amount provisioned (if any)

Labor Claims
We are defendants in a significant number of labor claims. We have been advised by our external legal counsel that we have possible or probable chances of success in respect of most of these claims. In addition, we have recorded provisions to cover probable losses resulting from the labor claims filed against our company, as recommended by our external legal counsel. As of December 31, 2009, we were defendants in the following labor claims and proceedings:
Claims Labor claims Administrative proceedings Total Number of Cases Total Contingency Provisions (in thousands of R$, except for the number of cases) 188 13,277.6 825.8 81 596.7 594.2

The labor claims filed against us relate to the following matters: (i) payment of indemnifications for material damages; (ii) payment of risk, hazard, transfer and night shift allowances; (iii) length of lunch and shift breaks; (ix) payment of equal pay for equal work; (v) workplace accidents; (vi) re-hiring as a result of the development of professional illness; (vii) recognition of employment relationships; and (viii) existence of subsidiary (or joint and several) responsibility between our company and our services providers, with respect to outsourced workers employed by such providers and allocated to providing services for us. Below, we included a structured summary of the major labor claims that we are part:
Action n 01316.2007.009.19.00.7 Jurisdiction Instance Date of filing 9 Vara do Trabalho de Macei/AL 2nd Instance November/08/2007

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Parties in the suit

Plaintiff: Srgio Roberto de Figueiredo Filho Defendant: Mills Estruturas e Servios de Engenharia Ltda. and Braskem S/A.

Amounts, goods or rights involved Main facts

R$ 977,541.75 The lawsuit filed by one of our former employees, concerning a claim for moral and pecuniary damages resulting from the disability caused by an alleged occupational disease, whose contingency is approximately R$1.0 million. The said labor claim was denied in first instance and, on December 2, 2009, the Appellate Labor Court of the 1st Region granted the appeal filed by the plaintiff, and ordered the payment of moral damages in the amount of R$10.0 thousand. Remote Considering the denial by the lower court, and the remote probability of loss, we do not see any greater impact on the Company. However, if there is any reversal in the Appellate Labor Court of the judgment entered by the lower court, the Company will have to pay the plaintiff some R$1.0 million. -

Chances of loss Analysis of impact in the case of losing the suit

Amount provisioned (if any)

Action n 01106.2005.134.05.00.1 Jurisdiction Instance Date of filing Parties in the suit 9 Vara do Trabalho de Vitria/ES 1st Instance December/19/2008 Author: Ministrio Pblico do Trabalho Defendant: Mills Estruturas e Servios de Engenharia Ltda., HZM Servios de Manuteno e Montagens Ltda. and ArcelorMittal S/A Amounts, goods or rights involved Main facts R$ 5.0 million This is a public civil action filed by the Labor Prosecution office with a plea for preliminary injunction seeking the suspension of business in the workplace (City of Serra, State of Esprito Santo), under penalty of payment of a daily fine of R$50,000.00, an award against Mills for the payment of collective moral damages, on account of the purported violation of Regulation No. 18, in the amount of R$5.0 million. The case is awaiting an action by the Regional Labor Office for subsequent judgment. Possible Considering the subject matter of the case, we understand that the validity of the claim could create a material precedent for the Company, in addition to the payments sought in the action. If the amount payable is material, we may have to obtain a foreign loan or reassess our investment plan. -

Chances of loss Analysis of impact in the case of losing the suit

Amount provisioned (if any)

36

Action n 01106. 5.134.05.00.1 Jurisdiction Instance Date of filing Parties in the suit

4 Vara do Trabalho (4th Labor Staff) of Camaari/BA

1st Instance October/24/2005 Author: Public Ministry of Labor Defendant: Mills Estruturas e Servios de Engenharia Ltda.

Amounts, goods or rights involved Main facts

R$437,0 thousand Compliance with legal quota regarding the employment of disabled workers. This public civil action deals with the allegation that we do not comply with the legal quota regarding the employment of disabled workers. The Public Labor Prosecution Office requested an injunction to compel our company to employ disabled workers in line with the minimum percentage set by the applicable legislation. The prosecutors also seek our conviction for collective punitive damages allegedly caused by our company. Our defense claims that the principal operations carried out by our company require the employment of persons capable of meeting rigorous physical demands, such as workers for the assembly of scaffolding structures, painters, high pressure water gun operators, and workers in the provision of insulation services. These activities are performed under very demanding physical conditions, which makes the employment of disabled workers impractical, as such workers would be exposed to a significantly higher risk of accident. As of the date of this reference form, no decision has been handed down in respect of this public civil action.

Chances of loss Analysis of impact in the case of losing the suit

Possible In the event of loss, the Company will have to pay the amount in dispute and will have to extend the number of employees that suffer from deficiency, under penalty of fine. -

Amount provisioned (if any)

Action n 01106.2009.018.01.00.0 Jurisdiction Instance Date of filing Parties in the suit

18 Vara do Trabalho (18th Labor Staff) of Rio de Janeiro/RJ

1st Instance August/20/2009 Author: Labor Syndicate in Empresas Locadoras de Bens Mveis, Assistncia Tcnica e Prestadoras de Servios em Geral - SINTALOCAS Defendant: Mills Estruturas e Servios de Engenharia Ltda.

Amounts, goods or rights involved Main facts

R$ 20,000.00 This is a labor claim, filed by the Union of Works in Companies of Furniture, Technical Assistance and Providers of General Services (SINTALOCAS), whose subject matter is the trade-union contribution set forth in Article 583 of the CLT (Consolidated Labor Laws), which

37

should have been paid to the said Union with regard to years 2006 to 2009. On March 3, 2010, a judgment was entered in this case, which terminated the case because of lack of conditions of action. In view of the adverse judgment, the union filed an appeal that is pending disposition. Chances of loss Analysis of impact in the case of losing the suit Possible In the event of loss, the Company will have to pay the amounts claimed and will have to start contributing to another Union (SINTALOCAS), without the possibility of deduction of the amounts previously paid to the current union. -

Amount provisioned (if any)

4.4 Judicial, administrative or arbitral awards, which are not under confidentiality, in which the company or its subsidiaries are part and whose Appellees are administrators or former administrators, owners or ex-owners or investors of the company or its subsidiaries. Not applicable to the Company. 4.5 Impact analysis in case of loss of any relevant and sensitive cases that have not been disclosed in items 4.3 and 4.4 above, informing values involved. Currently the company is not a relevant party in any sensitive casesa Companhia no parte de qualquer processo sigiloso. 4.6 Judicial, administrative or arbitral lawsuits, repetitive or related, based on similar legal facts and causes, which are not under secrecy and which together are relevant, in which the company or its subsidiaries are part, itemized as labor, tax, civil and other.

Fiscal Process
PIS/COFINS (Social Integration Program / Contribution to Social Security Financing)
Amounts involved Amounts provisioned Practice which led to the establishment of the demands R$14,087 thousand R$11,794 thousand(1) Based on a decision entered by the Federal Supreme Court in 2001 (Extraordinary Appeal No. 116.121/SP), which does not consider that the lease of furniture is provision of services, we made the offset of amounts due by way of PIS, COFINS, income tax and CSLL, in the period from May 2002 to May 2004, against PIS and COFINS credits resulting from revenues relative to services of lease and assembly of own assets leased in the period between September 1993 and January 1999. We do not have judicial authorization to support the offsets made by us and, for this reason, we kept, until 2008, the provision equivalent to the principal amount of these obligations, increased by fine and interest. In 2009, based on the opinion of external legal counsel, our Management decided to include a part of the said liabilities in the new Tax Recovery Program (local acronym REFIS) instituted in 2009, because it considered to be probable the chances of loss of the cases in question, in view of the settled position of the Superior Court of Justice, ratified by one-judge decisions entered in the Federal Supreme

38

Court (RE No. 371.258/PR). _______________________ (1) The provisioned value was calculated with the reduction of fines and interest authorized by the Fiscal Recovey Programs law, on the total of R$2,293 thousand.

4.7

Other significant contingencies.

We are party to a police investigation initiated by the Bureau of Environment Protection of the State of Rio de Janeiro on July 5, 2006, for violation of Articles 54 and 60 of the Environmental Crimes Act, on grounds of alleged improper disposal of solid waste and liquids in Rio de Janeiro. The investigation is not complete, but we are carrying out works to remedy the deficiencies pointed out and ask for the environmental licensing of activities on site. 4.8 Rules of the country of origin of foreign issuer and rules of the country in which the foreign Company's securities are held in custody, if different from the country of origin. Not applicable to the Company.

39

5.

MARKET RISKS

40

5.1 Description, both quantitative and qualitative, of the main market risks to which the Company is exposed, including against foreign exchange risk and interest rates.

Interest Rate Risk

As of December 31, 2009, all of our outstanding debt was denominated in reais and subject to floating interest rates, in particular CDI and TJLP. Debts denominated in a foreign currency were fully hedged against exchange rate fluctuations pursuant to swap agreements that bear interest at CDI rates. In addition, our financial assets, which generally bear interest at CDI rates, are not significant in comparison to our financial liabilities that bear interest at the same rates. As a consequence, we are exposed to risks relating to the fluctuation of interest rates, particularly with respect to (1) CDI rates, as 98% of our total debt as of December 31, 2009 bears interest at CDI rates, and (2) TJLP rates, as the remaining 2% of our debt as of December 31, 2009 bears interest at TJLP rates. During 2009, the average CDI rate was 9.9%, while accumulated TJLP amounted to 6.1%. Increases in these rates may adversely affect our results, as they would result in an increase in our financial expenses. For example, a 1% increase (reduction) in the average CDI and TJLP rates registered during 2009 would have resulted in a R$0.8 million increase (reduction) in our net profit for the year.

Inflation Risk
We seek to reflect inflation rates in the prices that we charge for our products and services. However, Brazilian laws and regulations provide that long-term agreements may only be adjusted for inflation once every 12 months. The main inflation indexes used by us to adjust prices under long-term agreements are IGP-M and IPCA. In addition, our payroll is affected by salary increases negotiated under collective bargaining agreements, which are usually in line with increases in the main Brazilian inflation indexes. During 2009, the IGP-M index calculated by FGV reflected deflation of 1.7%, while the IPCA index announced by IBGE reflected inflation of 4.3%. For example, a hypothetical 1% increase (decrease) in the average IGP-M or IPCA inflation for 2009 would result in an increase (decrease) of R$0.5 million in our net profit for the year.

Exchange Rate Risk

During our operations, we import equipment through contracts in foreign currency, with payment in installments and take loans in foreign currency, especially U.S. dollar and euro. Fluctuations in exchange rates may adversely affect our future results. Our policy is to eliminate the exchange rate risk, since our revenues is in reais. As a consequence, we have entered into swap agreements with financial institutions for purposes of hedging. All these contracts provide a simple exchange of indices by which the financial institution assumes the exchange risk and we, in return, are obligated to pay an interest rate on the notional amount (corresponding to the original value of our liabilities in foreign currency). Our exposure to exchange rate fluctuations was fully hedged as of December 31, 2007, 2008 e 2009.

Price Risk
Increases in the price of commodities used for manufacturing of the equipment necessary for the provision of our services, such as steel and aluminum, at rates higher than those recorded by the Brazilian inflation indexes used for adjustments of the prices we charge, may have an adverse effect on our results of our operations, unless and until we are able to reflect such increases in our prices. Additionally, for imported equipment contracts, as is the case of our Rental Division, the exchange rate increases above inflation also have a negative impact on our future profitability, until these increases can be factored into prices.

41

Credit Risk (Accounts Receivable)

We send periodic invoices to our clients within 30 to 45 days from the date we render our services and our clients usually pay us within an average of 50 days. Accordingly, we are subject to the risk of default by our clients with respect to our accounts receivable. We believe our default rates are low due to our long-term relationship with our clients, and the fact that our base of clients and projects, in the Jahu and Rental Division, are diffuse. We record an allowance for doubtful accounts for cases in which our management believe there is a default risk. The table below sets forth our default rates for each of our divisions:
2007
Allowance for Default rate Accounts receivable doubtful accounts Default rate Accounts receivable

Year ended December 31, 2008

Allowanc e for doubtful accounts Default rate

2009
Allowanc e for Accounts receivable doubtful accounts

Heavy Construction Division Industrial Services Division Jahu Division Equipment Rental Division Events Division Total

0.81% 0.02% 0.10% 0.24%

14,111 14,026 9,581 37,718

1,412 896 1,111 3,420

(in thousands of R$, except for percentages)

0.70% 23,800 2,089 0.08% 0.00% 0.00% 0.57% 0.26% 20,497 4,059 5,964 7,875 62,195 940 0 128 1,029 4,186

1.01% 0.35% 1.62% 0.40% 0.78%

34,729 27,826 7,608 7,003 7,500 84,665

3,625 1,504 1,246 363 1,0297,767

5.2

Policy for Management of Market Risks.

a.

Risks for which protection is sought

In our business, we are exposed to several risks that are inherent to our activities. The way we identify and manage appropriately and effectively these risks, seeking wherever possible to mitigate them, is crucial to our operations and results. The main market risks which we are exposed to are: interest rate risk; inflation risk; and risk of price fluctuation of raw materials and imported equipment.

The risk management involves different levels of our organization and includes various policies and strategies. Our management risk policies are generally conservative, with the objective to limit losses without jeopardizing efficiency, developing studies and economic-financial analysis that evaluates the impact of different scenarios on market positions, and reports that monitor the risks to which we are subject.

b.

Asset protection strategy (hedge)

The derivative instruments contracted by the Company aim to protect the Company against the risks of exchange and interest rate fluctuations. In accordance with accounting principles generally accepted in Brazi, the losses and gains with derivative instruments are recognized at their fair market value. Such instruments are subsequently tested for impairment, and any decreases in value are recorded against our results, unless the derivative instrument was acquired for cash flow hedging purposes. The estimated market value will be held on a specific date, usually based on mark-to-market .

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c.

Instruments used for asset protection (hedge)

Fluctuations in exchange rates may adversely affect our future results, our exposure to exchange rate fluctuations is fully hedged. For more details regarding these risks, search item 5.1 on this Reference Form. The derivative instruments contracted by the Company aim to protect the operations of importing equipment in the period between the order and the nacionalization, against the risks of exchange and interest rate fluctuations, and are not used for speculative purposes. As of December 31, 2009, the Company had equipment purchase orders with foreign suppliers amounting approximately to US$ 34 million (in 2008, such orders amounted to US$ 2 million), all of them with payments expected during 2010. In order to reduce our exposure to exchange rate fluctuations between the date of the order of equipment from foreign suppliers and the date of settlement of our U.S. dollar-denominated obligations, we have entered into swap contracts in the aggregate amount of R$66.0 million. As of December 31, 2009, the fair market value of these derivative instruments amounted to R$66.3 million, as presented in the table below:
Notional value (national) 2009 2008 Values receivable/ payable 2009 2008 (in thousands of R$) Unrealized losses 2009 2008

Description

Fair value 2009 2008

Gains/Losses 2009 2008

Swap contracts Receiving position Citibank Santander/ABN Paying position Citibank Santander/ABN 65.969 65.969 4.309 4.309 65.950 66.294 4.266 4.324 66.053 66.192 4.266 4.234 (345) (58) -

d.

Parameters used for managing those risks

With regard to exchange rate risk The Company's policy is to not be exposed to any obligation in foreign currency. For the interest rate risk, the Companys policy is to operate with floating interest rates, because our revenues will also grow in line with inflation. We dont hedge the risk of inflation caused by momentary mismatch between our revenues and costs

e. If the Company uses various financial instruments with various objectives for asset protection (hedge) and what these goals are
The Company has no financial instruments with other goals than asset protection (hedge).

f.

Organizational structure for risk management control

The board of directors defines the Companys policies and risk control procedures, and are implemented by the board of executive officers. The board of directors are responsible for monitoring the implementation of the general guidelines and policies of our business.

g. Adequacy of the operational structure and internal controls to verify the effectiveness of the policy adopted
Policies and control procedures adopted are appropriate to our operational structure.

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5.3 Compared to last fiscal year, an indication of significant changes in key market risks to which the Company is exposed or the risk management policy adopted. There were no events that significantly alter the main market risks to which the Company is exposed. 5.4 Other information that the Company deems relevant.

There is no further relevant information about this item "5".

44

6.

COMPANY HISTORY

45

6.1

Constitution of the Company.

The Company was established on December 1, 1980 in the form of a limited liability company. On January 29, 2009, our shareholders approved the transformation of the corporate type of the Company, which became a closely held corporation. The first company of the Mills group, called Aos Firth Brown SA was established in 1952 in the city of Rio de Janeiro, State of Rio de Janeiro, in the form of closely held corporation. 6.2 Company Lifetime.

Undetermined 6.3 Company History

We were founded in 1952 by the Nacht family as a scaffolding and shoring company which provided services to the civil construction industry. Cristian Nacht, a member of our management team since 1969, was our chief executive officer from 1978 until 1998, when he became chairman of our board of directors. In the 1970s and 1980s, we grew considerably due to the significant expansion of the civil construction and industrial sectors during this period in Brazil. Notable activities in this period include the construction of the Rio-Niteroi bridge (1971), the Itaipu hydroelectric plant (1979), and the first Brazilian oil drilling platform (1983), among many others. From 1974 to 1986, GKN plc, a large British conglomerate, was one of our shareholders, strengthening the adoption of governance practices and credibility. In 1980, as a part of the same strategy of fostering international partnerships, we started Aluma Systems Formas e Escoramentos Ltda., a joint venture with the Canadian company Aluma Systems Inc., for the introduction of aluminum formwork to the civil construction sector. This partnership was maintained until 2001. In 1986, we changed our business model, separating our activities into divisions that continue to exist until the date of this Form. In the 1990s, while seeking to expand our portfolio of services, we entered into a licensing contract with the German company NOE-Schaltechnik Georg Meyer-Keller GmbH + Co., or NOE, to produce and supply modular steel and aluminum panel formwork to the Brazilian construction market (1996). We also entered into a joint venture partnership in 1997 with the American company JLG Industries, Inc. to begin activities in the equipment rental sector. In 2001, the Argentine company Sullair Argentina S.A. replaced JLG Industries, Inc. as our partner in the industrial equipment rental venture, and later bought us out in 2003. We resumed activity in the equipment rental segment in 2008 with the creation of our Equipment Rental division. In 2007, funds managed by Investidor Profissional Gesto de Recursos Ltda. (Peninsula FIP) and Axxon Group (Natipriv Global LLC) became our shareholders, investing a total of R$20 million. The proceeds from these investments were used to acquire equipment. In 2008, we sold our Events division, responsible for the supply of temporary structures, such as outdoor stages and grandstands for sports and entertainment industry, to focus on segments where we have competitive advantages. In the same year we acquired Jahu S.A., which became our Jahu division, focused on providing services to the residential and commercial civil construction industry, complementing our activities in Construction.

6.4

Date of registration with the CVM.

April 14th, 2010

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6.5 Major corporate events such as takeovers, mergers, stock acquisitions, divestitures and acquisitions of corporate control, acquisitions and divestitures of important assets, which the Company or any of its subsidiaries or affiliates have gone through. CORPORATE EVENTS AND RESTRUCTURING

Suspension of Events Division

In 2007, we permanently suspended the operations of our Events division, as we did not consider it sufficiently profitable. However, the results of residual operations, including with respect to the performance of obligations under agreements in force at the time of suspension of operations of our Events division, are reflected in our combined financial statements for the year ended December 31, 2008.

Acquisition of Kina Participaes Ltda. and Jahu Indstria e Comrcio Ltda.

In June 2008, we acquired Kina Participaes Ltda., or Kina, and its wholly-owned subsidiary Jahu Indstria e Comrcio Ltda., or Jahu Indstria, for R$60.1 million. Jahu Indstria was a provider of engineering solutions and shoring, scaffolding and access equipment for use in residential and commercial construction projects. The results of operations of Kina and Jahu Indstria have been included in our combined financial statements from July 1, 2008. Kina and Jahu Indstria were merged into our company on August 30, 2008, and established as our Jahu division. As a result of the acquisition of Kina and Jahu Indstria, we registered a premium of R$42.3 million, reflecting the difference between the acquisition price and the book value of such companies. We believed such premium was justified based on our expectations of future revenue to be generated by the acquired companies. The premium paid in connection with the acquisition was amortized until December 31, 2008.

Corporate Restructuring
Between 2007 and 2009, we underwent a corporate restructuring that included the following steps: The merger of our subsidiary Mills do Brasil Estruturas e Servicos Ltda., or Mills do Brasil, into our company on December 31, 2007, becoming the direct owner of Mills Indstria e Comrcio Ltda., and being controlled by Mills Andaimes Tubulares do Brasil S.A., The conversion of our company from a limited liability company into a Brazilian corporation, which was approved on January 29, 2009; and The mergers of our subsidiaries Mills Indstria e Comrcio Ltda., or MIC, Mills Andaimes Tubulares do Brasil S.A., or MAT, and Itapo Participaes S.A., or Itapo, into our company, which were approved on January 30, 2009.

Increase of Capital from the Company and Staldzene

By reason of the exercise of the stock option granted under the Special ex-CEO Plan, the shareholders of the Company and of Staldzene approved, on March 12, 2010, a stock issue of both companies in the amount of R$323.8 thousand, through the issue by the Company of 153,690 shares and 24,809,032 shares issued by Staldzene. The stock issue of the Company was fully subscribed by Staldzene, whereas the stock issue of Staldzene was fully subscribed by the beneficiary of the Special ex-CEO Plan.

Reduction of Capital from Staldzene and Nacht Participaes

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On March 18, 2010, the shareholders of Staldzene, our controlling shareholder, ratified the decrease in the capital stock of that company approved in the Extraordinary Shareholders Meeting held on December 4, 2009. The amount of the reduction was of R$13.3 million with the cancellation and involved the delivery of 6.307.457 shares issued by the Company, in a manner that was disproportional to the holdings of the said shareholders. Also on March 18, 2010, the shareholders of Nacht Participaes, controlling shareholder of Staldzene, ratified the decrease in the capital stock of that company approved in the Extraordinary Shareholders Meeting held on December 4, 2009. The amount of the reduction was of R$13.3 million with the cancellation and involved the delivery of 6.307.457 shares issued by the Company, in a manner that was disproportional to the holdings of the said shareholders. On September 30, 2010, Staldzene had its share capital decreased after capitalizing intermediate profits and part of the legal reserve. The share capital reduction occured by transferring a certain quantity of Mills shares, which are currently owned by Staldzene, to Staldzenes shareholders. Staldzene participation in Mills total and voting capital was reduced in 6.7%, from 46.0% to 39.3%. In February 2011, Nacht Participaes S.A. reduced its capital stock, after capitalization of part of the accumulated profits and the legal reserve. Such capital reduction will be effected through the delivery of shares issued by Mills currently held by Nacht to some of its shareholders after the 60-day period provided by law to creditors opposition. On April 18, 2011, as a result of the capital reduction, the interest of Nacht on the voting and total capital stock of Mills will be reduced in 17.2%, from 39.0% to 21.8%, and the shareholders Jeroboam Investments LLC (Jeroboam), Andres Cristian Nacht (Cristian Nacht) and Jytte Kjellerup Nacht (Jytte Nacht) will hold a direct stockholding at Mills of 15.3%, 1.4% and 0.5%, respectively.

Primary and Secundary public offering of share distribution

The Company, in conjunction with some shareholders, carried out a public offering of primary distribution of 37,037,037 shares of common stock issued by the Company and secondary of 14,814,815 shares of common stock held by the selling shareholders. The shares subject matter of the Offering started to be traded on the segment called Novo Mercado of BM&FBOVESPA on April 16, 2010. On May 14, 2010, the lead manager of the said public offering exercised in full the option of supplementary placement of 7,777,777 shares of common stock owned by some of the selling shareholders. The shares subject matter of the said supplementary batch started to be negotiated in the segment called Novo Mercado of BM&FBOVESPA on May 19, 2010. There was no stock issue of the Company by reason of the exercise of the option of supplementary batch.

Extinction of Staldzene by incorporation by Nacht Participaes

On November 30, 2010, Staldzene was extinguished due to a corporate restructuring. Nacht merged Staldzene, succeeding it in all its rights and obligations. As a result, Nacht becomes Mills direct controlling shareholder with 39.3% of the total and voting capital stock.

Acquisition of interest in Rohr S/A Estruturas Tubulares

On January 19, 2010, Mills Estruturas e Servios de Engenharia S.A. (Mills) entered into a purchase and sale agreement to acquire 25% of the voting and total capital of Rohr S/A Estrutura Tubulares (Rohr) for R$ 90 million, paid on February 8, 2011. Rohr has not yet published its financial statements for the year ended December 31, 2010, and it was therefore not possible to determine the probable goodwill on the operation.

48

Rohr is a private company specializing in access engineering and the provision of construction solutions, with more than 45 years of experience in the market. The company operates in the heavy construction and infrastructure, building construction, industrial maintenance and events sector. 6.6 Bankruptcy filings.

Not applicable. 6.7 Other information that the Company deems relevant.

There is no further relevant information about this item "6.

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7.

COMPANYS ACTIVITIES

50

7.1

Summary of Company and Subsidiary activities

We offer our services for different sectors of the economy through four divisions. We are present in nine of the 26 Brazilian states, and the Federal District, structurally organized to performance on a national scale. We hold a leading position in Brazil in the sectors covered by our divisions Construction and Jahu, and are among the largest Brazilian companies in industrial construction and maintenance (Industrial Services Division) and rental of motorized access equipment (Equipment Rental Division).
2007 Heavy Construction Division Net revenue from sales and services (in thousands of R$) Net income (in thousands of R$) Net Margin(1) Industrial Services Division Net revenue from sales and services (in thousands of R$) Net income (in thousands of R$) Net Margin(1) Jahu Division (2) Net revenue from sales and services (in thousands of R$) Net income (in thousands of R$) Net Margin(1) Equipment Rental Division Net revenue from sales and services (in thousands of R$) Net income (in thousands of R$) Net Margin(1) (267)(3) 63.826 11.738 18% 108.895 2.788 3% Year ended December 31 2008 2009 110.189 20.678 19% 135.333 6.195 5% 146.210 34.435 24% 141.412 6.463 5%

24.691 1.633 7% 25.447 3.810 15%

62.177 15.935 26% 54.934 11.555 21%

________________________________
1 2 3

Represents net income divided by net revenue of each division The Jahu acquisition was concluded in June 2008 Investments for equipment acquisition in the Rental division.

Heavy Construction Division According to O Empreiteiro magazine, in 2009 we were Brazils leading provider of specialty engineering solutions and equipment in terms of revenue, R$ 146.2 million. Our Heavy Construction Division provides engineering services in connection with the construction of industrial plants, large buildings and other large structures (such as bridges and viaducts), and provides engineering and logistics support services for (1) the implementation of transportation infrastructure projects, primarily railways, underground urban networks, highways, airports, ports and shipyards, (2) developing social and urban health and welfare projects, including developing sanitation networks, and (3) the provision of energy, primarily hydroelectric, thermoelectric and nuclear plants. The projects for which our Heavy Construction division provides services are generally carried out by the largest industrial developers in Brazil and the term of the agreements entered into by this division with such developers is typically in excess of one year. We offer our Heavy Construction division clients customized engineering solutions according to the specific characteristics of each project, the peculiarities of the construction or development location, and the complexity of the work to be undertaken, which we believe helps to facilitate execution and reduce costs. Given our extensive experience in the sectors in which our Heavy Construction division operates, at the request of our clients we often participate in the initial studies to help prepare bidding proposals for large engineering projects. We offer our clients a wide range of equipment to implement our proposed engineering solutions, including concrete formwork and shoring and scaffolding structures, through rental and sale agreements.

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We work with third-party manufacturers to provide customized equipment to meet the specific needs of any given project. We also provide technical studies and product support, and employee training for the correct operation of the equipment we provide. Our clients generally use their own employees to implement the solutions developed by our Heavy Construction division. However, for complex projects or at the request of our clients, we are able provide labor for the assembly and disassembly of our equipment. Due to the complexity and size of the projects in which our Heavy Construction division is engaged, revenues for this division depend significantly on the volume of investment in large-scale engineering projects, primarily by the public sector, and on availability of credit for such projects. Industrial Services Division Our Industrial Services division is focused on the provision of services to the oil and gas sector, as well as to the chemical and petrochemical, naval, steel, pulp and paper, and mining industries. Our Industrial Services division was established in the 1980s with the recognition that certain equipment used in our civil construction projects could also be employed to provide access to the structures and facilities of large industrial plants. At that time, we began renting access equipment, such as scaffolding systems, to carry out maintenance work in industrial plants. We rapidly expanded our services in the industrial sector to include assembly and disassembly, an area that we believed we could easily exploit in view of our past expertise in civil construction. We also began offering specialized maintenance services, in particular industrial painting and installation of insulation, which commenced our competition with companies that had regularly rented our access equipment for the purpose of providing such surface treatment services. By providing these services, we were able to help our clients manage their costs more effectively as they were able to reduce the number of suppliers contracted for the provision of such services. Our Industrial Services division provides the equipment and the labor required for the provision of the services offered by the division. Our Industrial Services division currently provides two classes of services: Maintenance. In 2009, the provision of maintenance services accounted for 64% of revenues in our Industrial Services division. Most of this revenue relates to the provision of maintenance services to existing plants and facilities on a continuous basis. Our maintenance services are generally provided under agreements with terms of one to two years, which are often successively renewed for equal terms. Additional revenue is generated by the provision of scheduled maintenance services usually carried out once a year and which generally require an extended interruption of our clients operations. Because our clients necessarily suffer losses as a result of any extended interruptions, we believe that we have a competitive advantage based on our proven ability to provide maintenance services quickly and safely, as evidenced by our high rate of repeat business. Assembly. We also offer services in connection with the assembly of new industrial plants, oil and gas platforms and vessels, which are often provided as a natural extension of the services rendered by our Heavy Construction division. The revenue generated through the assembly of new projects and structures represented 36% of the total revenue of our Industrial Services division in 2009. We expect that future investments in the sectors in which our Industrial Services division operates, in particular the petrochemical and oil and gas sectors, will lead to a significant increase in revenue generated from assembly services rendered by our Industrial Services division. We also seek to develop long-term relationships with our assembly clients, with the objective of establishing agreements for the provision of maintenance services.

Our Industrial Services division is present in the main industrial centers in Brazil (the states of Rio de Janeiro, So Paulo, Minas Gerais and Bahia), and has a long history of developing innovative solutions and making on-time or early delivery of assembly projects, including with respect to deep sea oil platforms.
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We believe that the main challenges faced by our Industrial Services division are: (1) upgrading the divisions operations to work in partnership with oil companies for drilling in the pre-salt strata, and (2) expanding the divisions operations to the southern and northern regions of Brazil in view of the large projects which are expected to be implemented in such regions, including the construction of the oil platforms P-55 and P-63, the implementation of part of the Cacimbas project for distillation of gas in the state of Rio Grande do Sul, and the construction of the Premium Petrochemical Refineries in the states of Maranho and Cear, as well as large mining projects in the state of Par. We also believe that our Industrial Services division must take full advantage of potential synergies across our other divisions. Our commitment to safety, which is reflected in all of our operations, is of key importance to our clients in the Industrial Services division, many of which operate according to international safety standards. Many of our clients operations involve the use of flammable and toxic substances. As a reflection of our commitment to constant improvement, our Industrial Services division has secured several international safety certifications, such as OHSAS 18001, ISO 9001 and ISO 14000. Our commitment to the application of robust safety standards has also been recognized by our clients, as demonstrated by the following awards: Destaque Petrobrs, Braskem Ouro, TOP Copene, Prmio Isopol de Segurana, Prmio DOW (for 13 consecutive years of providing services without accidents requiring workers to take paid leave of absence), and Prmio 5 Estrelas Arcelor Mittal, among other. Jahu Division Our Jahu division offers engineering services primarily to residential and commercial construction contractors, developing projects and providing services such as the rental of concrete formwork, scaffolding, shoring and access equipment. We also provide engineering services in connection with building renovation and maintenance, primarily through the provision of suspended access scaffolding. Our Jahu division has enjoyed a prominent position in the residential and commercial construction sector, according to the Brazilian magazine O Empreiteiro. Jahu is a strong, well-established brand in the residential and commercial construction markets, and has acquired an extensive client base. The strong brand and market leading position of Jahu were primary factors in our decision to acquire Jahu Indstria in June 2008 for R$60.1 million and establish our Jahu division, as part of our expansion and diversification strategy. Our Jahu divisions operations are concentrated in the Southeast and South regions of Brazil, which are the most economically developed and densely populated in the country. However, the Brazilian government is introducing initiatives such as the low income housing program Minha Casa, Minha Vida to reduce the Brazilian housing deficit and increase the number of homes available in the North and Northeast regions of the country. In order to join this expansion program and take advantage of the expected public investments in this market, in 2009 our Jahu division began an expansion program which provides for the opening of six new branches by 2011. Equipment Rental Division Through our equipment rental division, we have pioneered the large-scale use in Brazil of motorized equipment manufactured specifically for accessing various heights for construction, maintenance and other services. In 1997, we entered into a joint venture agreement with the American company JLG Industries Inc., or JLG, the world leader in manufacturing access equipment, to rent aerial platforms and telescopic handlers. This was JLGs first joint venture in Brazil, and was the genesis of our Equipment Rental division. In 1999, we introduced the large-scale use of telescopic handlers in the Brazilian market. This motorized equipment can be used to transport loads to various heights and replaces a number of other pieces of equipment traditionally used at construction sites, such as cranes, munck trucks and service lifts, among other equipment.
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In 2001, Sullair, an Argentine equipment rental company, replaced JLG as our partner. In 2003, due to unfavorable market conditions in Brazil and the lack of capital necessary to carry out essential investments, we suspended our equipment rental operations and transferred the joint venture to Sullair. In December 2007, as part of our diversification strategy and based on favorable market and credit conditions, we established our Equipment Rental division and began renting aerial platforms and telescopic handlers again. According to Terex Corporation, there are currently 7,400 aerial platforms and 384 telescopic handlers in Brazil. In comparison, 524,000 aerial platforms and 161,000 telescopic handlers are available in the United States, based on data provided by Yengst Associates. We believe that this gap, together with current favorable economic conditions in Brazil, indicates that this rental market is incipient in Brazil, offering significant opportunities for expansion in the segment. In addition, we may benefit from the introduction of stricter technical norms and procedures, in particular with respect to safety regulations for work performed at significant heights or in areas that are difficult to access. Among other provisions, Regulatory Norm 18 establishes that workers must be lifted with the use of motorized access equipment, rather than manual equipment, which has resulted in an expansion of the potential market for rental of our equipment. Our products are mostly used in construction projects (80% of rentals in 2009) and by large industrial plants (20% of rentals in 2009), including for the performance of maintenance services. 7.2 Operational segment(s) disclosed in the consolidated financial statements for the past fiscal years:

a.

Products and services in each operating segment

Heavy Construction Division

Equipment Offered
The main equipment offered by our Heavy Construction division includes: Steel Shoring Equipment. The primary shoring equipment we provide are Millstour shoring posts, a versatile system capable of supporting loads ranging from 24 to 155 tons. We believe that we have the most flexible and versatile shoring system in Brazil. This system provides for ease of assembly with its heaviest component parts weighing less than 13 kilograms. Each shoring post has an automatic locking element and can support loads of up to six tons. Load-bearing capacity may be doubled or even tripled with the use of connecting trusses. In addition, our telescopic shoring posts are fully adjustable to meet nearly any height requirement and may be used in multiple applications. This shoring system is typically used in the construction of bridges, viaducts and dams, as well as in largescale industrial projects. Trusses. The Aspen Launching Truss is a motorized horizontal truss able to transport and position precast beams weighing up to 140 tons and spanning up to 45 meters. This truss may be used during all stages of a construction project, from the delivery of the beams at the construction site to positioning the beams on permanent supports. The truss may also be used to launch braces for the construction of viaducts with a high degree of safety and minimum labor. No additional equipment is required to launch such braces, as the Aspen Launching Truss also transports the supports, stands and other accessories required for launching such braces. Moreover, the truss may be operated at inclines as steep as 6% without additional components and without any deterioration in its load-bearing capacity. The Aspen Launching Truss is typically used in the construction of bridges, viaducts and industrial structures. The M150 Truss is a horizontal heavy duty truss used for laying concrete. We believe that the M150 Truss has the highest load-bearing capacity among similar products in the
54

market, while remaining as light as conventional trusses. The M150 can bear positive stress of 150 tons per meter and negative stress of 100 tons per meter, thus requiring fewer modules than for conventional trusses and less movement of materials, which reduces costs for labor and secondary equipment. We believe that the M150 Truss is the only truss available in the market which is able to absorb negative stress and which includes a curvature adjustment mechanism. The lower rail supports the truss via an exclusive connecting post, eliminating the need for additional supports. The M150 Truss can be operated either with the use of supporting structures, or through the even distribution of weight, providing it with the capacity to be operated at significant heights over great spans. Reusable Steel Concrete Formwork. Formwork is used to shape concrete structures. There are two main types of formwork: vertical formwork for casting of walls and columns, and horizontal formwork for molding beams and slabs. We entered the concrete formwork market in 1980 through a joint venture with the Canadian company Aluma, which provided know-how regarding the manufacturing of steel formwork, which is extremely light. In addition, we entered into a license agreement with the German company NOE Schaltechnik in 1996, which allowed us to manufacture and distribute NOE formwork in Brazil, using SL 2000 steel panels. In 2005, we began working with ALU-L steel panels. These panels have a large area and support a concrete pressure of up to 60 kilograms per square meter, and yet are light enough to be moved by a single worker. The introduction of ALU-L steel panels represented a significant innovation in the heavy construction industry. Also in 2005, we introduced Deck Mills, a steel formwork system for casting concrete slabs that is extremely simple to assemble and disassemble, which helps reduce construction time. We also provide a formwork system called Aluma Light, a floating table system designed for creating large single slabs of concrete of up to 90 square meters for use in projects which involve the construction of a large number of identical floors, such as for construction high-rise structures. The floating table system can be transported from one floor to the next with the use of a crane and without need for disassembly, thus reducing labor costs and overall construction time. Prior to the development of steel formwork, the construction industry relied heavily on wood formwork, which had a short useful life and which was very heavy and required a large number of workers for each project. In contrast, steel formwork has a useful life of more than 10 years, is available in a number of different sizes and shapes, and can be transported and installed either manually or with the help of the proper equipment. Consequently, the use of steel formwork as opposed to wood formwork allows for a significant reduction in construction costs, primarily labor costs, with as much as a 70% reduction in costs according to our estimates. We believe that the broad range of systems offered by our company, together with our extensive experience in the provision of customized engineering solutions, provides a significant advantage over our competitors in the provision of concrete formwork solutions. Access Scaffolding. We offer a scaffolding system called Elite, which is a tubular metal tower system that can be assembled into access structures of varying heights and dimensions. Elite is a simple system composed of only three types of pieces: support posts, transverse pieces and diagonal supports. All components are manufactured from galvanized steel. Each post can bear loads of up to three tons. No tools, bolts or screws are required to assemble the scaffolding system as each part is simply slotted into each other part. On average, a single worker is generally able to assemble 15 linear meters of scaffolding per hour.

Industrial Services Division

Equipments and Services Offered

The main equipment and services offered by our Industrial Services division includes the design and provision of access and insulation solutions and industrial painting.
55

Access. Our Industrial Services division offers engineering solutions, equipment and labor relating to the provision of access to construction sites, plants and other structures, for the performance of maintenance and assembly work. Most of the equipment used for this purpose has been designed by our company, and the main products adopted in the provision of these services are the scaffolding systems TuboMills, Elite and Mills Lock. The latter two have slotting mechanisms and can therefore be assembled without clamps, which results in reduced assembly time. The platforms for these systems are being transitioned from wood to metal, either steel or aluminum, due to the longer useful life, higher load-bearing capacity, and slotting mechanisms of such metal platforms. In addition, we offer customized safety products, such as skirting boards, that help prevent objects from falling. Finally, we use specially designed ladders and in some cases mechanical lifts for quick movement between levels. Assembly and Disassembly of Access Equipment. In most cases, our clients require us to assemble the access structures for the provision of maintenance services. We provide continuous technical operation and safety training to our employees for the use of such equipment specific to the needs of the work to be performed at the plants and facilities of our clients. Our employees use individual safety equipment in compliance with the characteristics of each workplace during the complete operation in which our equipment is in use, as evidenced by technical reports prepared by our safety engineers. Industrial Painting. The industrial painting process includes the following stages: (1) evaluation of the technical treatment needs of each surface, which is performed in partnership with our clients; (2) use of our equipment or aerial platforms provided by our Equipment Rental division to access the surface to be painted (if we are unable to access the surface with the use of our equipment, we engage our specialized climbing painters in the performance of the work); (3) preparation of the surface to be painted, which is a critical stage in the process and consists of the removal of the existing layer of paint with the use of high pressure water guns (or other abrasive means complying with national and international technical norms and procedures); (4) priming of the surface for the application of the new layer of paint and anti-corrosive treatment; and (5) application of the new layer of paint. We also perform industrial painting operations inside boilers, furnaces and tanks. Environmental concerns have led us to invest heavily in additional employee training for our employees and the progressive suspension of the use of abrasive chemicals and other materials for paint removal and their replacement with high pressure water guns. We have also adopted new models of painting chambers that allow the workspace to be completely isolated from the surrounding environment. Insulation. The provision of services relating to the removal and replacement of insulation is key to the operation of companies that work with fluids, due to the high temperatures to which volatile fluids are exposed while travelling through pipes, ducts and equipment. We use a special foam for basic insulation and external coating, the characteristics of which differ according to the type of structure to be insulated. In most cases, the existing insulation cannot be repaired, requiring the removal of the existing layer of foam and the application of a new layer of insulation whenever a pipe or similar insulated equipment requires maintenance work.

Jahu Division

Equipment Offered
Our Jahu division offers specialty engineering solutions and equipment, such as concrete formwork, access and maintenance scaffolding and shoring equipment. Our employees are generally responsible for the development of engineering solutions, as well as for supervising the use of our equipment,

56

while our clients are usually in charge of the assembly and disassembly of such equipment. However, for more complex projects, we may provide the labor for the assembly and disassembly of equipment. Shoring Solutions. The main shoring equipment used by our Jahu division is a system of modular metal towers that may be pieced together through the assembly of tubular frames and kept in place by diagonal supports, and which can bear loads of up to eight tons per tower. Additional frames may be integrated with the structure through the use of joints, thereby increasing loadbearing capacity. In addition, specialized props and adjustable supports provide for precise alignment of the base with the top of each tower. These props and supports contribute to a substantial reduction in the time required for tower alignment and structure disassembly. Finally, metal plates are used to connect the whole structure to concrete slabs, which generally contributes to a substantial reduction in costs. An alternative shoring system for use with ribbed slabs is assembled over props which work as support for the guides. This allows the slab to remain shored without adjustments while the concrete formwork is removed from the ribbed slabs. As a result, the whole horizontal and vertical shoring structure can be quickly assembled on each successive slab, significantly reducing the costs and construction time. Tubular Access and Service Scaffolding. The access and service scaffolding offered by our Jahu division enjoys strong brand recognition and wide use in the civil construction market, and is an integral element in the day-to-day operations of several Brazilian construction workers and foremen. We believe the use of our access and service scaffolding equipment offers a substantial operational advantage in the execution of a residential or commercial construction project. This equipment is easily and quickly assembled, as the scaffolding towers are pieced together by slotting tubular frames together and are kept in place by diagonal supports fixed to the post framework through efficient locking mechanisms. The frames used in our access and service scaffolding are safe and versatile, having been developed based on market and technological studies. For example, the access ladder is incorporated into the tubular frame, which contributes to its structural rigidity and facilitates access by the worker. The frames also include porches and trusses, which make them ideal for use in urban centers, as they allow pedestrians to pass by without being blocked by the tubular structure. Suspended Scaffolding. Suspended scaffolds are systems that use steel cables fixed to the facade of the buildings. The motorized suspended scaffolding offered by our Jahu division is recommended for the performance of rapid, automated services, as its engine, which is powerful and easy to run, works at constant speeds of approximately ten meters per minute. The platforms have non-slip flooring, can be assembled in lengths of two to eight meters, and are used with steel cables up to 150 meters-long. Our light suspended scaffolding with intertwined cable is ideal for refurbishing, painting and finishing facades, where speed and cost control are important. The products performance and ease of operation are a result of its mechanical traction system and modular platform, which can be assembled in lengths of up to eight meters. Finally, our heavy suspended scaffolding is recommended for the performance of work which requires a large effective load and must be completed at a low cost. The platform of our heavy suspended scaffolding can be assembled in lengths of up to eight meters, and is supported by hoists installed up to two meters apart and fixed to steel beams by wire cables. The system is flexible and versatile enough to surround an entire building, thus allowing work to be simultaneously carried out on all facades of the structure. Reusable Connecting Panel Concrete Formwork. Following the establishment of our Jahu division in 2008, we pioneered the use of NOE formwork (which was regularly used in the projects executed by our Heavy Construction division) in dimensions appropriate for the construction of residential and commercial buildings. The use of this formwork in the residential and commercial market substantially reduces the time and cost of construction of new residential and commercial units.

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Reusable Steel Concrete Formwork (used in residential construction relating to the Minha Casa, Minha Vida program). In October 2009, we imported the first load of steel concrete formwork from the Canadian company Aluma, in order to meet the needs of Homex, the largest Mexican low-income homebuilder, which also builds homes in Brazil. In addition, we entered into two other agreements with Bairro Novo, a company owned by Construtora Norberto Odebrecht that is focused on the low-income housing market. As a result of these three agreements, we are among the largest providers of steel formwork in Brazil. The reusable steel concrete formwork system is completely manufactured in steel, which reduces its weight considerably and allows for quick turnaround time in the mass construction of low-income housing. Houses with a total constructed area of 45 square meters can be completed in an average of 10 days using this system. We believe that most of the units to be built in the context of the Minha Casa, Minha Vida program will be constructed with the use of steel formwork. In addition, in December 2009 we entered into an agreement with Aluma to grant us exclusive rights for the manufacture and distribution of their steel concrete formwork in Brazil.

Equipment Rental Division

Equipment Offered
Our Equipment Rental division offers aerial platforms, which allow workers to perform tasks at different altitudes, and telescopic handlers, which are used to lift loads to varying heights. The following is a brief summary of the equipment offered by our Equipment Rental division. Boom Platforms. We offer both telescopic and articulated boom platforms, which provide access to heights ranging from 2 to 43 meters. These platforms are offered in a number of different models with several options. For example, we offer two or four-wheel drive models, and optional all-terrain kits, models with a narrow or wide base, and either diesel or electric engines. Scissor Platforms. Scissor platforms provide an alternative to boom platforms that allow access to narrow spaces. These platforms have a platform extension sliding system, and are available with either diesel or silent electric engines. These platforms are available in a number of models which may be used in various types of terrain and provide access to heights ranging from 6.4 to 18 meters. Telescopic Handlers. Telescopic handlers are an extremely versatile type of equipment able to lift loads weighting up to 4,500 kilos to a height of up to 16 meters, by both direct manual operation and remotely.

We believe that the equipment offered by our Equipment Rental division can increase our clients productivity by reducing the time required for the performance of certain tasks that require quick access o varying heights, as well as contribute to making their facilities safer.

b.

Revenue from the segment and its participation in the Company's net revenues.

The table below indicates the revenue from each of our divisions and its share in the total revenue:

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Division 2007 Net Revenue % of Total Net Revenue Heavy Construction Division Industrial Services Divisions Jahu Division(1) Equipment Rental Division Events Division Total 63.8 108.9 33% 57% 10% 100%

Fiscal year ended December 31 2008 Net Revenue % of Total Net Revenue (in thousands of R$, except in percentage) 110.2 37% 135.3 24.7 25.4 46% 8% 9% 1% 100%

Net Revenue 146.2 141.4 62.2 54.4 404.2

2009 % of Total Net Revenue 36% 35% 15% 13% 100%

192.3

19.5

299.4

3.7

________________________________ 1 The acquisition of Jahu was concluded in june 2008

c. Profit or loss resulting from the segment and its participation in the Company's net income.
The table below indicates the net income from each of our divisions and its share in the total net income:
Division 2007 Net % of Total Income Net Income Heavy Construction Division Industrial Services Divisions Jahu Division(1) Equipment Rental Division Events Division Total 2 11,738 2,788 (267)(2) (3,713) 10,547 111.3 26.4 (2.5) (35.2) 100% Fiscal year ended December 31 2008 2009 % of Total Net % of Total Net Net Income Income Net Income Income (in thousands of R$, except in percentage) 20,678 67.6 34,435 50.4 6,195 20.3 6,463 9.5 1,633 5.3 15,935 23.3 3,810 12.5 11,555 16.9 (1,729) (5.7) 0 30,588 100% 68,388 100%

________________________________ 1 The acquisition of Jahu was concluded in june 2008

Initial investments in the acquisition of equipment for the establishment of the Equipment Rental Division

7.3 Products and services that correspond to the operating segments disclosed in item "7.2

a.

Characteristics of the production process

We outsource the entire process of production of the equipment we use in our operations. See item 7.3(e) below.

b.

Characteristics of the distribution process

We rent our equipment and provide our services according to the needs of our clients. See previous item.

c. (i)

Characteristics of the markets, in particular: participation in each market

According to the Brazilian magazine O Empreiteiro, we are Brazils leading provider of specialty engineering solutions and equipment, such as formwork, shoring and scaffolding, for the construction of major concrete structures and have outstanding performance in the industrial services segment in Brazil (access equipment, industrial painting and insulation) and equipment rental. However, there is no public information about the exact market share of the Company and its competitors.

(ii)

competition conditions in the markets

59

Each of our divisions faces significant competition in the segments in which it operates. Nevertheless, we believe that our ability to offer innovative solutions at competitive prices and our capacity to meet or beat client deadlines are a significant competitive advantages in the segments in which we operate. However, we believe that the considerable size and importance of the Brazilian engineering and construction services market creates numerous business opportunities in the segments in which we operate, which generally provides incentives for new competitors to try enter the market.

Heavy Construction Division Competition

According to data from the Brazilian magazine O Empreiteiro, our Heavy Construction division enjoys an established leading presence in the segments in which it operates. Our Heavy Construction divisions main competitors are Rohr, SH, Estub, Ulma and PASHAL. In addition, two of the worlds largest construction companies, Doka and Peri, which have provided services in Brazil for several years, compete with our Heavy Construction division. As of the date of this offering memorandum, we believe that their market share in the segments in which we operate is negligible.

Industrial Services Division Competition

Our Industrial Services division operates in highly competitive market segments. While, according to data from O Empreiteiro, we enjoy a comfortable leadership position in the market with respect to the provision of access services such as access scaffolding, a few of our competitors in the industrial painting and, in particular, the insulation market, are larger than us. We believe that the provision of innovative solutions at competitive prices and the ability to build longterm commercial relationships with clients are crucial factors in our ability to match and beat the competition in this segment. According to our estimates and data from the Brazilian magazine O Empreiteiro, the main competitors in the markets served by our Industrial Services Division are RIP, NM Engenharia, Blasting, Rohr, Isobrasil, Calorisol, SH Frmas and Fast Engenharia.

Jahu Division Competition

Demand in the residential and commercial construction markets tends to be more constant and fragmented than demand in the heavy construction market. As a result, our Jahu Division faces competition from a larger number of companies, a few of which have strong regional operations. In the markets served by our Jahu division, the ability to reduce construction costs and to provide solutions for reducing execution time is crucial to attracting new clients and securing participation in new government initiatives for construction projects. According to data from the Brazilian magazine O Empreiteiro, our Jahu division is a leader in the residential and commercial construction markets and we believe that we have maintained a leading position for the past ten years. Also according to O Empreiteiro, the main competitors in the markets served by our Jahu division are Mecan, SH, Ulma and Locguel. As in our Heavy Construction division, our Jahu division also faces competition from Doka and Peri, two of the worlds largest heavy construction companies, though we believe their market share is negligible.

Equipment Rental Division Competition

The Brazilian equipment rental market, particularly for aerial platforms and telescopic handlers, is still in its incipient stages, and we believe there is significant growth potential in this market.

60

According to data from the Brazilian magazine O Empreiteiro, our Equipment Rental division is one of the three largest Brazilian companies operating in the market served by this division. We believe that our main competitors are Solaris, Bilden, Trimak and Brasif Rental.

d.

Possible seasonality

The demand for the services rendered by our Industrial Services division increases significantly during periods when industries suspend normal operations and use such down-time to carry out maintenance work. However, suspensions of operations are not concentrated at any particular time of the year, but rather are determined in accordance with the operational practices adopted by each industry. The operations of our other three divisions are not affected by seasonality.

e. Key inputs and raw materials: (i) description of the relationships with suppliers, including whether they are subject to governmental control or regulation, identifying the bodies and the respective legislation; (ii) potential dependence on few suppliers; and (iii) possible volatility in their prices
Our Heavy Construction, Industrial Services and Jahu divisions acquire the raw material necessary for the manufacture of the equipment offered by the divisions, primarily steel and aluminum sheets, from our regular suppliers. These raw materials are available from a wide range of suppliers and the prices we pay for such materials are directly impacted by fluctuations in commodity prices. During the year ended December 31, 2009, the main suppliers of raw materials to our Heavy Construction, Industrial Services and Jahu divisions were Indstria Santa Clara and Fundiferro. Though we purchase the raw materials for the equipment offered by our Heavy Construction, Industrial Services and Jahu divisions, we outsource the entire manufacturing process to third parties. We maintain very high quality standards for our equipment and have carefully selected two companies, Caldren and Jesiana, to provide the necessary manufacturing and assembly work. In addition, our Heavy Construction and Jahu divisions acquire aluminum tubes and formwork from Alcoa. Our Industrial Services division occasionally rents equipment from third-parties, in particular from S Leone and Construservice, and enters into agreements with AGM for the provision of temporary labor. We acquire the aerial platforms and telescopic handlers offered by our Equipment Rental division from select third parties. The determination of which suppliers we use is based on product quality and post-sale customer service. Our principal suppliers of equipment offered by our Equipment Rental division are JLG and Terex. Due to the small number of suppliers in this market, we are substantially dependent on these companies for the supply of such equipment. We also buy motorized components from the Cummins, Deutz and Perkins and axes from Dana and ZF do Brasil. Most of the equipment acquired by our Equipment Rental division is imported. Finally, we buy the industrial paint used by our Industrial Services division from Akzo Nobel and Renner. We also purchase gasoline and diesel fuel for the operation of motorized equipment owned by our Equipment Rental division from various suppliers. We generally enter into short-term agreements with our suppliers. The prices charged by our suppliers may experience volatility as a function of prices of labor, and commodities that are used in manufacturing our equipment, especially steel and aluminum. The Equipment Rental will be impacted by the exchange rate. 7.4 Clients accounted for more than 10% of total net revenues of the Company

61

In the fiscal years ended December 31, 2009 and 2008, there were no clients accounting for more than 10% of our net revenue. In the fiscal year ended December 31, 2007, Braskem S.A., that requires services from our Industrial Services Division, represented 14% of our net revenue, or R$25.9 million. No other client accounted for more than 10% of our revenue. 7.5 Relevant effects of state regulation on the Company's activities.

a. need for government authorization for the exercise of activities and long-standing relationship with the government to obtain such permits
There is no specific regulation on the activities we carry. We do not need to obtain permission or license additional to those required of all commercial company. On July 5, 2006, environmental authorities in the state of Rio de Janeiro (Delegacia de Proteo ao Meio Ambiente do Estado do Rio de Janeiro) launched an investigation against our company for the alleged breach of articles 54 and 60 of the Environmental Crimes Law (Lei de Crimes Ambientais) resulting from the alleged inadequate disposal of solid and liquid waste. The investigation has not yet been completed, though we have commenced the work necessary to remedy the irregularities noted by the authorities. We have also applied for the environmental licenses required for the work carried out at the site.

b. environmental policy of the Company and costs incurred for compliance with environmental regulation and, where appropriate, other environmental practices, including adherence to international standards of environmental protection.
Considering the nature of our activities, we do not adopt environmental policies and regulations are not subject to specific environmental issues.

c. reliance on patents, trademarks, licenses, concessions, franchises, contracts, royalties for the development of relevant activities.
If we can not use our main brands, Mills and Jahu, or if such brands lose distinctiveness, we may have problems in relationships with our clients to tailor our services and equipment on the market, which may prevent the development of our activities in satisfactory condition. The development of our activities is not dependent on secondary brands, patents, concessions, franchises and contracts, royalties. 7.6 Countries to which the Company derives revenue

All our revenues are from Brazil. 7.7 Regulation of foreign countries in which the Company obtains relevant revenue.

Not applicable. 7.8 Description of long-term relationships relevant to the Company that are not listed elsewhere in this form. There is no relevant long-term relationships of the Company other than those listed elsewhere in this form. 7.9 Other information that the Company deems relevant.

No further relevant information about this item "7 ".

62

8.

MILLS GROUP

63

8.1

Description of the group within which the Company functions.

a.

direct and indirect control

Our capital stock is comprised exclusively of common shares. The table below presents the Companys ownership structure as of April 28, 2011:
Shareholders Nacht Participaes S.A. ...................................... ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, Jeroboam Investments LLC ................................................................ Capital Group International, Inc(1) .........................,,,,,,,,,,,,,,,,,,,,,,,,, FMR LLC. (2) . ................................................... ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, Ameriprise Financial Inc. (3) ............................ ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, Administrators ................................................ ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, Others ........................................................... ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, Total .............................................................. ,,,,,,,,,,,,,,,,,,,,,,,,,,,,, Free Float(4) ................................................... ,,,,,,,,,,,,,,,,,,,,,,,,,,,,, Shareholdings(1) Shares (%) 27,421,713 21.85 19,233,281 15.33 7,032,185 5.60 6,587,000 5.25 6,328,400 5.04 6.556.938 5.22 52,335,792 41.70 125,495,309 100,00 71,688,38 57.12%

___________________ (1) According to information received officially by the Company and released to the CVM on April 20, 2010. (2) According to information received officially by the Company and released to the CVM on November 11, 2010. (3) According to information received officially by the Company and released to the CVM on May 05, 2011. (4) Considers all the shares issued by the Company, except for shares held by the Direct and indirect Controlling shareholders and administrators

The tables below show the share ownership of the Companys main shareholders, as well as indicate the holders of direct and indirect interests in the company, where such interests are equal to or greater than 5% of the total capital stock. Further, the tables below present the ownership structure of our shareholders of Nacht Participaes S.A., Jeroboam Investments LLC, and Jenison Securities Corp.
Nacht Participaes S.A. Shareholders Andrs Cristian Nacht .......................................... ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, Jytte Kjellerup Nacht ........................................... ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, Others ................................................................ ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, Total .............................................................. ,,,,,,,,,,,,,,,,,,,,,,,,,,,,, Jeroboam Investments LLC Shareholder Jenison Securities Corp, ....................................... ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, Total .............................................................. ,,,,,,,,,,,,,,,,,,,,,,,,,,,,, Jenison Securities Corp. Shareholders Nicolas Nacht ...................................................... ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, Helen Anne Margaret Ahrens................................ ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, Others ................................................................ ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, Total .............................................................. ,,,,,,,,,,,,,,,,,,,,,,,,,,,,, Share Ownership Aes (%) 2,689,232 56.9 923,341 19.5 1,115,704 23.6 8,446,035 100.0 Share Ownership (%) 100.0 100.0 Share Ownership (%) 40.0 40.0 20.0 100.0

Nacht Participaes S/A, Andres Cristian Nacht and Jytte Kjellerup Nacht Nacht Participaes is a family-held corporation organized under the laws of Brazil. Nacht Participaes registered office is located at Av. das Amricas, No. 500, Block 14, suite 208 (part), in the City of Rio de Janeiro, State of Rio de Janeiro. The shareholders of Nacht Participaes are Mr. Andres Cristian Nacht, his wife, Mrs. Jytte Kjellerup Nacht, and by other members of the Nacht family.

64

Mr. Andres Cristian Nacht (our indirect controlling shareholder) has been part of the Companys management team since 1969 and is currently serving as the Chairman of the board of directors. Mr. Andres Cristian Nacht was appointed managing director in 1978, a position he held until 1998 when he became the Chairman of our board of directors. Mrs. Jytte Kjellerup Nacht is the wife of Mr. Andres Cristian Nacht, the other members of Nacht Participaes S.A. are also members of the Nacht family. Jeroboam Investments LLC, Jenison Securities Corp., Nicolas Nacht and Helen Anne Margaret Ahrens Jeroboam, is a holding company organized under the laws of the State of Wyoming, United States of America. Jeroboams entire capital stock is held by Jenison Securities Corp., a holding company organized under the laws of the Republic of Panama and whose shares are fully held by: (i) Mr. Nicolas Nacht, the brother of Mr. Andres Cristian Nacht; (ii) Mrs. Helen Anne Margaret Ahrens, the wife of Mr. Nicolas Nacht; and (iii) members of the Nacht family.

Shareholders' agreement between Nacht Participaes S/A and Jeroboam Investments LLC Aiming to regulate its relationship as shareholders of Mills and continue to be qualified jointly as the controlling group of Mills, even after Nachts capital reduction, all shareholders of Nacht on February 11, 2011, which included Jeroboam and the members of the Nacht family (Nacht Family), including Cristian Nacht and Jytte Nacht, executed a shareholders agreement regulating the voting rights and the transfer of shares of Nacht and Mills. The main terms of the shareholders agreement are: (a) maintenance of the Nacht Family and Jeroboam as the group controlling shareholder, (b) joint exercise of voting rights in each and any resolution pertaining to Mills, (c) Cristian Nacht's appointment as representative of the controlling group on the Board of Directors and on Mills Shareholder Meetings, and (d) prohibition of sale of Mills shares of more than 10% interest that each shareholder owns, individually, to third parties. Capital Group International, Inc. The Capital Group International, Inc. is a fund manager founded in 1987, based in Los Angeles, California, United States. The funds managed by Capital Group International, Inc. have together, shares representing 5.6% of the total capital of the Company. FMR LLC FMR LLC is a fund manager, headquartered at 82 Devonshire Street, Boston, Massachusetts, 02109, United States. The funds managed by FMR LLC had together, on November 11, 2010, shares representing 5.25% of the total capital of the Company. Ameriprise Financial Inc Ameriprise Financial Inc is a fund manager headquartered at 1099 Ameriprise Financial Center, Minneapolis, MN, 55474, United States. The funds managed by Ameriprise Financial Inc had together, on April 28, 2011, shares representing 5.04% of the total capital of the Company.

b.

subsidiaries and affiliates.

We dont have subsidiaries and affiliates.

65

c.

Mills shareholdings in companies in the group.

Not applicable, as we dont have subsidiaries and affiliates.

d.

Shareholdings in Mills held by companies in the group

Not applicable

e.

companies under common control

See items 8.1(a) above and 8.2 below. 8.2 Organization chart where Company operates, compatible with information presented in item 8.1.

Nacht Participaes S.A. 21.85%

Jeroboam Investments LLC 15.33%

Capital Group International, Inc 5.60%

FMR LLC 5.25%

Ameriprise Financial Inc 5.04%

Administrators 5.22%

Others 41.70%

MILLS ESTRUTURAS E SERVIOS DE ENGENHARIA S.A.

8.3 Description of the restructuring operations, such as additions, mergers, splits, incorporation of shares, corporate divestitures and acquisitions, corporate governance, acquisitions and disposals of important assets, which may have taken place in the Group. See item 6.5 above. 8.4 Other information which the Company judges to be relevant.

There is no other relevant information pertaining to this item 8.

66

9.

RELEVANT ASSETS

67

9.1 Description of noncurrent assets of the relevant development activities of the Company

a.

Fixed assets, including those subject to rent or lease, indicating its location.

The equipment used in our operations comprises our key fixed assets as most of our revenue is generated by the rental and use of such equipment, as well the provision of services related to such equipment, including engineering and maintenance solutions and assembly and disassembly services, as well as insulation and industrial painting. We also own or lease several buildings that we use in our operations, including warehouses for the storage of equipment (both rental equipment and equipment used for our operations) and offices. We also own furniture, fixtures, and other general equipment used at our facilities. Our principal fixed assets are set forth in the table below:
Assets 2007 Accumulated Depreciation (498) (442) (60,493) (2,608) (2,233) (66,274) (66,274) Year Ended December 31, 2008(1) Accumulated Cost Depreciation Net (in thousands of R$) 5,917 5,917 2,397 (576) 1,821 509 (459) 50 320,764 (94,990) 225,774 6,745 (4,534) 2,211 50,460 (7,721) 42,739 386,792 (108,280) 278,512 7,592 394,384 (108,280) 7,592 286,104

Cost Land Real Estate Facilities Equipament IT Equipament Others Subtotal Construction in progress Total
1

Net 227 650 56 64,694 1,172 1,522 68,321 11,683 80,004

Cost 5,917 2,516 584 375,414 7,885 51,960 444,276 9,187 453,463

2009 Accumulated Depreciation (674) (469) (123,428) (5,279) (8,360) (138,210) (138,210)

Net 5,917 1,842 115 251,986 2,606 43,600 306,066 9,187 315,253

227 1,148 498 125,187 3,780 3,755 134,595 11,683 146,278

___________________________ Includes fixed assets owned by Jahu Indstria prior to the acquisition.

Our Facilities Our primary facility needs are for warehouses to safely and efficiently store the equipment used in our operations. We believe that the location of our warehouses, which are spread across a significant crosssection of Brazil, is an important competitive advantage, as we are able to rapidly deploy our equipment to our clients at various locations. All of our facilities are free from liens and encumbrances. The principal characteristics of our main facilities are set forth in the table below.
Plot Size (square meters) 49,546 m2 49,620 m2 Constructed Area (square meters) 9,237 m2 18,841 m2 End of Term of Lease 31/01/2018

Facility Headquarters/Warehouse Offices/Warehouse

Status Owned Rented

City Rio de Janeiro Osasco So Francisco do Conde Braslia Camaari Alto Pari

State RJ SP

Offices/Warehouse Offices/Warehouse Offices/Warehouse Offices/Warehouse

10,000 m2 7,500 m2 6,975 m2 4,569 m2

480 m2 2,260 m2 557 m2 3,340 m2

Rented Rented Owned Rented

01/10/2011 31/05/2012 31/03/2010

BA DF BA SP

Offices/Warehouse Offices/Warehouse

4,380 m2 3,386 m2

1,286 m2 1,351 m2

Rented Rented

31/12/2010 29/02/2012

Simes Filho Belo Horizonte

BA MG

Location Estrada do Guerengu n 1381, Taquara, Jacarepagu Rua Humberto de Campos, 271, Vila Yolanda Rodovia BA 523 km 7, Chcara Nossa Senhora de Ftima Setor S,A,A,, Quadra 02, 550 Av, Concntrica, s/n - 01 Rua Ferreira de Oliveira, 74 DICA - Distrito Industrial do Calado, Quadra 5, Lote 1, CIA Rodovia Anel Rodovirio - BR 262, n, 24,277, km 24,

68

Offices/Warehouse

2,742 m2

1,583 m2

Rented

31/07/2011

Curitiba Rio de Janeiro

PR

Offices

436 m2

436 m2

Owned

RJ

Bairro Dom Silvrio Rua Willian Booth, 630, Boqueiro Av, das Amricas, 500, bloco 14, salas 207 e 208, Barra da Tijuca

All facilities used by us, whether they are owned or leased from third parties, are free of liens and charges.

b. Patents, trademarks, licenses, concessions, franchises and contracts for technology transfer:
In Brazil, brand ownership may only be acquired by filing a registration application with the Brazilian National Institute of Industrial Property (Instituto Nacional da Propriedade Industrial, or INPI), the agency responsible for registering patents and trademarks in Brazil. If the INPI approves the application, a registration certificate is issued to document the ownership of the relevant patent or trademark, which is valid for a period of 10 years and may be extended for equal, successive terms. During the review of the registration application, the applicant has only a contingent right to the use of the relevant trademark for the identification of its products and services. We hold 22 trademarks in Brazil and have applied for the registration of four typeface variations of the trademarks Mills and Jahu, as well as of the brand MaxForm. We believe that our operations would not be materially affected if the INPI rejects our pending trademark applications. The main trademarks used in our operations are Mills and Jahu. We carefully manage our trademarks to ensure their distinctiveness in the markets that we serve. In order to protect our trademarks, we closely monitor (1) information published in the INPIs official magazine, with the purpose of preventing trademark dilution and blocking, whenever possible, (2) the registration of similar or identical trademarks to be used in connection with engineering products and (3) services and/or equipment rental. We have also successfully registered two invention patents and 11 utility patents with the INPI, with additional applications for a patent and three utility patents which are currently under review. With the exception of one invention patent relating to a clamp used by our Industrial Services division, all of our patents have been registered for equipment used by our Jahu division. We believe that the loss or lapse of the rights arising from our patents would not materially affect our operations. The table below presents a summary of our rights to intellectual property:

69

Asset type

Asset Description

Coverage territory

Duration

Events that may cause the loss of the rights

Consequences of losing the rights

Patent

PATENT OF INVENTION PI 9400028-0 PATENT OF INVENTION PI 0705035-6 PATENT OF INVENTION PI 9300590-3 UTILITY MODEL - MU 7800863-8 UTILITY MODEL - MU 7801091-8 UTILITY MODEL - MU 7801241-4 UTILITY MODEL - MU 7801242-2 UTILITY MODEL - MU 7801367-4

NATIONAL

20 YEARS

Patent

NATIONAL

20 YEARS

Patent

NATIONAL

20 YEARS

Patent

NATIONAL

15 YEARS

Patent

NATIONAL

15 YEARS

Patent

NATIONAL

15 YEARS

Patent

NATIONAL

15 YEARS

Patent

NATIONAL

15 YEARS

We believe that the loss or expiration of the rights for the referring patent of invention or utility model should not cause relevant prejudice to our operantions. We believe that the loss or expiration of the rights for the referring patent of invention or utility model should not cause relevant prejudice to our operantions. We believe that the loss or expiration of the rights for the referring patent of invention or utility model should not cause relevant prejudice to our operantions. We believe that the loss or expiration of the rights for the referring patent of invention or utility model should not cause relevant prejudice to our operantions. We believe that the loss or expiration of the rights for the referring patent of invention or utility model should not cause relevant prejudice to our operantions. We believe that the loss or expiration of the rights for the referring patent of invention or utility model should not cause relevant prejudice to our operantions. We believe that the loss or expiration of the rights for the referring patent of invention or utility model should not cause relevant prejudice to our operantions. We believe that the loss or expiration of the rights for the referring patent of invention or utility model should not cause relevant prejudice to our operantions.

We believe that the loss or expiration of the rights for the referring patent of invention or utility model should not cause relevant prejudice to our operantions. We believe that the loss or expiration of the rights for the referring patent of invention or utility model should not cause relevant prejudice to our operantions. We believe that the loss or expiration of the rights for the referring patent of invention or utility model should not cause relevant prejudice to our operantions. We believe that the loss or expiration of the rights for the referring patent of invention or utility model should not cause relevant prejudice to our operantions. We believe that the loss or expiration of the rights for the referring patent of invention or utility model should not cause relevant prejudice to our operantions. We believe that the loss or expiration of the rights for the referring patent of invention or utility model should not cause relevant prejudice to our operantions. We believe that the loss or expiration of the rights for the referring patent of invention or utility model should not cause relevant prejudice to our operantions. We believe that the loss or expiration of the rights for the referring patent of invention or utility model should not cause relevant prejudice to our operantions.

Asset type

Asset Description

Coverage territory

Duration

Events that may cause the loss of the rights

Consequences of losing the rights

Patent

UTILITY MODEL - MU 7801603-7 UTILITY MODEL - MU 7901814-9 UTILITY MODEL - MU 7901815-7 UTILITY MODEL - MU 7902162-0 UTILITY MODEL - MU 7903337-7 UTILITY MODEL - MU 7903347-4 UTILITY MODEL - MU 8402798-3 UTILITY MODEL - MU 8901783-8

NATIONAL

15 YEARS

Patent

NATIONAL

15 YEARS

Patent

NATIONAL

15 YEARS

Patent

NATIONAL

15 YEARS

Patent

NATIONAL

15 YEARS

Patent

NATIONAL

15 YEARS

Patent

NATIONAL

15 YEARS

Patent

NATIONAL

15 YEARS

We believe that the loss or expiration of the rights for the referring patent of invention or utility model should not cause relevant prejudice to our operantions. We believe that the loss or expiration of the rights for the referring patent of invention or utility model should not cause relevant prejudice to our operantions. We believe that the loss or expiration of the rights for the referring patent of invention or utility model should not cause relevant prejudice to our operantions. We believe that the loss or expiration of the rights for the referring patent of invention or utility model should not cause relevant prejudice to our operantions. We believe that the loss or expiration of the rights for the referring patent of invention or utility model should not cause relevant prejudice to our operantions. We believe that the loss or expiration of the rights for the referring patent of invention or utility model should not cause relevant prejudice to our operantions. We believe that the loss or expiration of the rights for the referring patent of invention or utility model should not cause relevant prejudice to our operantions. We believe that the loss or expiration of the rights for the referring patent of invention or utility model should not cause relevant prejudice to our operantions.
71

We believe that the loss or expiration of the rights for the referring patent of invention or utility model should not cause relevant prejudice to our operantions. We believe that the loss or expiration of the rights for the referring patent of invention or utility model should not cause relevant prejudice to our operantions. We believe that the loss or expiration of the rights for the referring patent of invention or utility model should not cause relevant prejudice to our operantions. We believe that the loss or expiration of the rights for the referring patent of invention or utility model should not cause relevant prejudice to our operantions. We believe that the loss or expiration of the rights for the referring patent of invention or utility model should not cause relevant prejudice to our operantions. We believe that the loss or expiration of the rights for the referring patent of invention or utility model should not cause relevant prejudice to our operantions. We believe that the loss or expiration of the rights for the referring patent of invention or utility model should not cause relevant prejudice to our operantions. We believe that the loss or expiration of the rights for the referring patent of invention or utility model should not cause relevant prejudice to our operantions.

Asset type

Asset Description

Coverage territory

Duration

Events that may cause the loss of the rights

Consequences of losing the rights

Patent

UTILITY MODEL - MU 8901887-7 REGISTRY N 780190670

NATIONAL

15 YEARS

Brands

NATIONAL

10 YEARS

Brands

REGISTRY N 829369724

NATIONAL

10 YEARS

Brands

REGISTRY N 821121324

NATIONAL

10 YEARS

Brands

REGISTRY N 200018167

NATIONAL

10 YEARS

Brands

REGISTRY N 200065726

NATIONAL

10 YEARS

Brands

REGISTRY N 608965065

NATIONAL

10 YEARS

Brands

REGISTRY N 800221737

NATIONAL

10 YEARS

We believe that the loss or expiration of the rights for the referring patent of invention or utility model should not cause relevant prejudice to our operantions. We believe that the loss or expiration of the rights for the referring patent of invention or utility model should not cause relevant prejudice to our operantions. We believe that the loss or expiration of the rights for the referring patent of invention or utility model should not cause relevant prejudice to our operantions. We believe that the loss or expiration of the rights for the referring patent of invention or utility model should not cause relevant prejudice to our operantions. We believe that the loss or expiration of the rights for the referring patent of invention or utility model should not cause relevant prejudice to our operantions. We believe that the loss or expiration of the rights for the referring patent of invention or utility model should not cause relevant prejudice to our operantions. We believe that the loss or expiration of the rights for the referring patent of invention or utility model should not cause relevant prejudice to our operantions. We believe that the loss or expiration of the rights for the referring patent of invention or utility model should not cause relevant prejudice to our operantions.
72

We believe that the loss or expiration of the rights for the referring patent of invention or utility model should not cause relevant prejudice to our operantions. We believe that the loss or expiration of the rights for the referring patent of invention or utility model should not cause relevant prejudice to our operantions. We believe that the loss or expiration of the rights for the referring patent of invention or utility model should not cause relevant prejudice to our operantions. We believe that the loss or expiration of the rights for the referring patent of invention or utility model should not cause relevant prejudice to our operantions. We believe that the loss or expiration of the rights for the referring patent of invention or utility model should not cause relevant prejudice to our operantions. We believe that the loss or expiration of the rights for the referring patent of invention or utility model should not cause relevant prejudice to our operantions. We believe that the loss or expiration of the rights for the referring patent of invention or utility model should not cause relevant prejudice to our operantions. We believe that the loss or expiration of the rights for the referring patent of invention or utility model should not cause relevant prejudice to our operantions.

Asset type

Asset Description

Coverage territory

Duration

Events that may cause the loss of the rights

Consequences of losing the rights

Brands

REGISTRY N 812987683

NATIONAL

10 YEARS

Brands

REGISTRY N 812987691

NATIONAL

10 YEARS

Brands

REGISTRY N 813141010

NATIONAL

10 YEARS

Brands

REGISTRY N 815236662

NATIONAL

10 YEARS

We believe that the loss or expiration of the rights for the referring patent of invention or utility model should not cause relevant prejudice to our operantions. We believe that the loss or expiration of the rights for the referring patent of invention or utility model should not cause relevant prejudice to our operantions. We believe that the loss or expiration of the rights for the referring patent of invention or utility model should not cause relevant prejudice to our operantions. We believe that the loss or expiration of the rights for the referring patent of invention or utility model should not cause relevant prejudice to our operantions.

We believe that the loss or expiration of the rights for the referring patent of invention or utility model should not cause relevant prejudice to our operantions. We believe that the loss or expiration of the rights for the referring patent of invention or utility model should not cause relevant prejudice to our operantions. We believe that the loss or expiration of the rights for the referring patent of invention or utility model should not cause relevant prejudice to our operantions. We believe that the loss or expiration of the rights for the referring patent of invention or utility model should not cause relevant prejudice to our operantions.

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c.

Companies in which the Company has a share participation

Not applicable. 9.2 OTHER INFORMATION WHICH THE COMPANY DEEMS RELEVANT.

There is no other relevant information for item 9.

10.

MANAGEMENT COMMENTS

75

10.1

The management should comment on.

a.

Financial status

Since the beginning of the first term of the current Brazilian president in 2003, the Brazilian economy has progressed toward increased stability. The current Brazilian government has generally maintained the macroeconomic policies introduced by the previous administration, which focused on fiscal responsibility. In 2006, the Central Bank continued to implement the strategy it initiated in 2005 with respect to the progressive reduction of the official Brazilian interest rate. As a result, the SELIC rate was reduced to 13.25% as of December 31, 2006. IPCA inflation rate for the period amounted to 3.1% and Brazilian GDP increased by 4.0% (calculated in accordance with the new IBGE methodology) in comparison with 2005. The real appreciated 9.5% against the U.S. dollar, reaching R$2.14 per US$1.00 as of December 31, 2006. The Central Bank set IPCA inflation targets of 4.5% for 2006 and 2007, subject to a deviation of up to 2.0%. In 2007, the SELIC rate continued its trend of gradual decline and reached 11.25% on December 31, 2007. IPCA inflation for the period amounted to 4.5% and Brazilian GDP expanded by 5.4% during the year. Finally, the real appreciated 17.2% against the U.S. dollar, ending the year at R$1.77 per US$1.00 as of December 31, 2007. On April 30, 2008, Brazil was granted investment grade status by the credit rating agency Standard & Poors, with a BBB- rating. On May 29, 2008, the credit rating agency Fitch Ratings joined Standard & Poors in granting investment grade status to the country, also with BBB- rating. During the second half of 2008, however, due to the global economic crisis triggered by the U.S. subprime financial crisis, as well due to an increase in revenue and the recovery of the Brazilian domestic market, the Central Bank sought to slow down the expansion of the Brazilian economy by raising the SELIC rate, which reached 13.75% on December 31, 2008. Inflation for the period, as measured by the IPCA, was 5.9% and the Brazilian GDP increased by 5.1% during that year. Finally, the real depreciated by 31.6% against the U.S. dollar in 2008, ending the year at an exchange rate of R$2.34 per US$1.00 as of December 31, 2008. In 2009, the Brazilian economy demonstrated resilience to the economic crisis in comparison with certain other countries. Several macroeconomic indicators improved during the year, and despite the anticipated deceleration of GDP growth for 2009, the Central Banks Focus Report published on January 8, 2010 its expectation of only a small decrease in Brazilian GDP of 0.3% in 2009. In addition, solid macroeconomic conditions and greater economic stability allowed the Central Bank to return to the strategy of reducing interest rates, with the effective cumulative SELIC rate reaching 8.75% by the end of July 2009, its lowest historical level. Similarly, the real appreciated by 25.5% against the U.S. dollar during 2009. According to the Brazilian Central Bank, international reserves remained above US$200 billion throughout the year (US$238.52 as of December 31, 2009), which represented a significant increase relative to the end of 2008. The table below shows Brazilian GDP growth, inflation, interest rates, real-U.S. dollar exchange rates, and appreciation (depreciation) of the real against the U.S. dollar for the periods indicated.

GDP growth (1)................................................................................. Inflation (IGP-M) (2).......................................................................... Inflation (IPCA) (3) ........................................................................... SELIC rate ......................................................................................

Fiscal year ended December 31 2007 2008 2009 5.40% 5.10% (0.3%) 7.70% 9.80% (1.7%) 4.50% 5.90% 4.3% 13.25% 11.25% 8.75%

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CDI rate (4) ...................................................................................... TJLP rate(5)...................................................................................... Appreciation (depreciation) of the real against the U.S. dollar ............ Average exchange rate at the end of the period (R$ per US$1.00) ..... Average Exchange rate (R$ per US$1.00) (6) ......................................
Sources: Central Bank, FGV, IBGE and CETIP. (1) GDP growth is calculated in accordance with the new IBGE methodology.

11.80% 6.30% 20.70% R$1.77 R$1.79

12.30% 6.30% (24.20%) R$2.34 R$1.84

8.55% 6.00% 34.2% R$1.74 R$1.99

(2) IGP-M inflation is a consumer price index measured by the FGV, representing the cumulative data for each period. (3) IPCA inflation is a consumer price index measured by the IBGE, representing the cumulative data for each period. (4) CDI (Cdula de Credito Interbancrio) is the average inter-bank overnight rate in Brazil (cumulative rate for the period indicated). (5) Brazilian governments long-term interest rate (Taxa de Juros de Longo Prazo), or TJLP rate. It represents the interest rate applied by the BNDES, on long-term financing (as of the end of the period). (6) Average exchange rate during the period.

Impact of Brazilian General Macroeconomic Conditions on our Financial Condition and Results of Operations.
Our Heavy Construction division offers customized engineering solutions to companies involved in the construction of infrastructure and other large projects, while our Jahu division provides services to residential and commercial construction contractors. The clients of our Industrial Services division are large industrial companies operating in various industries, including oil and gas, chemicals and petrochemicals, construction and assembly of industrial plants, pulp and paper, naval and mining. Finally, the equipment offered by our Equipment Rental division is rented by companies operating in a wide range of industries. All of these industries and sectors are directly affected by changes in general economic conditions in Brazil, in particular with respect to economic growth (as measured by GDP), interest rates, inflation, availability of credit, unemployment rates, exchange rates and commodity prices. Consequently, the above factors indirectly affect our operations and results of operations. In addition, our operations and results of operations are directly affected by changes in (1) inflation rates, which are used as a reference for the adjustment of the prices paid under long-term contracts entered into by our company, (2) interest rates, which affect our financial obligations, (3) commodity prices, as the prices for the principal raw materials used for the manufacture of much of our equipment, primarily steel and aluminum, are directly affected by commodity prices, and (4) exchange rates, which affect the cost of the equipment offered by our Equipment Rental division, as all such equipment is imported.

b.

Capital structure and hypotheses of redemption.

There is no chance of redemption of shares issued by the Company beyond the legally established.

c.

Financial commitments.

Our EBITDA for the year ended December 31, 2009, was R$157.7 million and our financial expenses, net of our financial revenue in the same period were R$24.4 million. Thus, our EBITDA of 2009 presented an interest coverage of 6.0 times our net financial expenses of the period, meaning the operational cash generation, represented by the indicator EBITDA, was enough to pay the financial commitments up to 6 times. Our EBITDA margin (which in 2009 was 39% of EBITDA to net revenues) contributes significantly to honor our commitments. Our total indebtedness from loans and financing provided by financial institutions for the year ended December 31, 2009, amounted to R$ 183.9 million, or, 1.2 times our EBITDA in 2009. The tenor of this debt is 5 years, of which R$56.8 million in less than one year, R$93.6 million from 1 to 3 years and R$33.5 million in a period from 3 to 5 years. Our long-term debt profile has a policy for contracting loans and financing aimed at ensuring that all financial commitments are honored, if necessary, through our cash generation.

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Additionally, on December 31, 2009, we had tax installment plans in our balance sheet in the total amount of R$12.3 million, subject to monthly adjustment at the SELIC rate, whose highest amount, in the amount of R$11.0 million, refers to the 180-month Refis. The extension of the installments for payment in this period contributed for us to be capable to timely make the payments due. With regard to the contractual limitations for the assumption of new debts, the clauses contained in a bank loan bill issued for the benefit of Banco Ita SA require that we observe certain financial indicators, to wit, the ratio of net short-term debt to net long-term debt, which must be in excess of 30%, thereby always keeping the debt profile always extended.

d.

Source of financing for working capital and investments in non-current assets.

Our investments in non-current assets are financed by our own cash generation and debt, particularly in working capital. For strategic operations, when necessary, we turn to our shareholders capital.

e. Potential sources of financing used for working capital and for investments in non-current assets.
Our main sources of liquidity are: Cash flow from our operations; Financing agreements; and Increases in our capital stock.

Our main liquidity requirements are: Investments for the acquisition of new equipment and maintenance and repair of our existing inventory; Working capital needs; Investments in our facilities and our informational technology center, which are necessary to support our operations; Investments in the improvement of processes and controls; Investments in training and occupational safety; and Distribution of dividends and payment of interest on stockholders equity.

We believe that our existing resources and the cash flow to be generated by our operations, together with the proceeds from this offering, will be sufficient to cover our liquidity needs and financial obligations over the next 12 months.

f.

Debt: level and composition:

(i) relevant loan and financing contracts

The table below shows the outstanding balances of our loans and financings, organized by interest rate as of December 31, 2007, 2008 and 2009:

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Yearly Interest Rate Loans and financings provided by financial institutions,,,,,,,,,,,,,,,,,,,,,, Loans and financings provided by financial institutions,,,,,,,,,,,,,,,,,,,,,, Leasing agreements entered into with financial institutions,,,,,,,, Total ................................................................................ CDI + 1.0% to 4.5% TJLP + 3.3% to 7.5% CDI + 1.0% to 5.4%

2007 5.0 18.6 9.4 33.0

As of December 31, 2008

2009 101.5 4.3 78.1 183.9

(in million of reais)

128.8 6.8 53.8 189.5

As of December 31, 2009 our total indebtedness from loans and financing provided by financial institutions amounted to R$183.9 million, divided as follows: (i) R$56.8 million in short-term debt (30.9% of the total), of which R$22.7 million relates to leasing operations for the acquisition of the equipment owned by our Equipment Rental division, and (ii) R$127.1 million in long-term debt (69.1% of the total), of which R$55.4 million relates to leasing operations for the acquisition of the equipment owned by our Equipment Rental division. The debts above are denominated in reais.

Short Term Debt

As of December 31, 2009, our short-term debt amounted to R$56.8 million, compared to R$47.4 million as of December 31, 2008, an increase of R$9.4 million or 19.8%. This increase was not due to a change in our debt profile, as our total debt decreased in relation to the outstanding balance recorded as of December 31, 2008, but rather, was due to the reclassification of long-term debt as short-term debt due based on the maturity profile of our indebtedness, in addition to the short-term portion of the loan agreements we entered into during 2009. As of December 31, 2008, our short-term debt amounted to R$47.4 million, compared to R$10.8 million as of December 31, 2007, an increase of R$36.6 million or 339.5%. This increase was a result of loan agreements entered into by our company for the acquisition of equipment, formwork and machinery, as well as for the acquisition of Kina and its wholly-owned subsidiary Jahu Indstria.

Long Term Debt

As of December 31, 2009, our long-term debt amounted to R$127.1 million, compared to R$142.1 million as of December 31, 2008, a decrease of R$14.9 million or 10.5%. This reduction was a result of our efforts to reduce our indebtedness through the application of part of our cash flows to pay principal and interest on existing debts. The aggregate amount of new loan agreements we entered into during 2009 was lower than our payments of principal and interest on existing debt, which amounted to R$30.2 million. As of December 31, 2008, our long-term debt amounted to R$142.1 million, compared to R$22.2 million as of December 31, 2007, an increase of R$119.9 million or 539.1%. This increase was mainly due to loan agreements we entered into to finance the acquisition of Kina and its wholly-owned subsidiary Jahu Indstria for R$60.1 million, as well as to finance the purchase of new equipment, formwork and machinery.

Relevant Financial Contracts

As of December 31, 2009, the average interest rate of the main Banking Credit Notes (Cdulas de Credito Bancrio), or CCBs, issued by us and described below was CDI + 3.21%.

Banco De Lage Landen Brasil S.A.

We issued six CCBs in favor of Banco De Lage Landen Brasil S.A. in connection with the financing of certain equipment acquired by us. The amounts owed as a result of these notes must be repaid in monthly installments and bear floating interest rates. The obligations assumed under the CCBs are
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secured by a lien on such equipment granted to Banco De Lage Landen Brasil S.A. The notes include customary covenants regarding events of default, such as acceleration of the debt in case of default on any other financing agreements entered into with Banco De Lage Landen Brasil S.A. As of December 31, 2009, the aggregate outstanding amount due under these CCBs was R$11 million. The following table contains information concerning the relevant bills signed with Banco De Lage Landen S Brazil:
CCB Number 166861 187316 184405 187796 Issue Date 2008.10.06 2008.10.16 2008.09.22 2008.10.23 Maturity Date 2013.05.06 2013.10.16 2013.08.22 2013.10.23 Original Value(1) 3.396 5.791 1.905 1.234 Outstanding as of December 31, 2009(1) 3.077 4.993 1.838 1.047

______________________ (1) In Thousands of R$

Ita Unibanco S.A.

CCBs. On August 13, 2008, we issued one CCB in favor of Ita Unibanco S.A., or Ita Unibanco, in the amount of R$20.0 million, with maturity on July 22, 2013. The note includes customary events of default, such as acceleration of the debt (at the discretion of Ita Unibanco) upon a change of control, or default on other obligations toward Ita Unibanco, its affiliates or its subsidiaries. The obligations assumed under the banking credit note above are secured by a pledge of certain assets to Ita Unibanco, as well as by the pledge of our receivables under a contract entered into between us and Companhia Siderrgica de Tubaro, and the Contract for the Provision of Assembly and Disassembly Services and Rental of Metal Scaffolding, entered into between us and Klabin S.A. In addition, our controlling shareholder is jointly and severally responsible for the repayment of the amount owed under this note. As of December 31, 2009, the outstanding amount due under this CCBs was R$18.6 million. CCBs. On February 18, 2010, we issued a CCB in favor of Ita Unibanco S.A., or Ita Unibanco, in the total amount of R$20.0 million, with maturity in February 2015. The note includes customary events of default, such as acceleration of any outstanding balance upon our change of control and any default in our obligations owed to Ita Unibanco, its subsidiaries or affiliates. Our controlling shareholder is jointly and severally responsible for the repayment of the amount owed under this note. The note bears interest at the rate of CDI plus 3.75% per annum. CCB n 100108060006400. On June 20, 2008, we issued a CCB in favor Ita Unibanco, in the amount of R$37.7 million, to help finance the acquisition of Kina and its wholly-owned subsidiary Jahu Indstria. The note includes customary events of default, and provides for the acceleration of the debt in the event of changes to our capital stock or the capital stock of our guarantor. In addition, we are required to meet certain financial ratios. Payments are due semi-annually with final maturity on June 26, 2014. As of December 31, 2009, the outstanding amount due under this CCB was R$30.9 million. Loan Agreement. On January 28, 2008, we entered into a loan agreement with Ita Unibanco, in the amount of R$6.5 million, with final maturity on January 2, 2013. The agreement includes customary events of default, such as acceleration of the debt, at the discretion of Ita Unibanco, in the event of our merger, spin-off, incorporation or corporate reorganization. As of December 31, 2009, the outstanding balance of the loan was R$4.9 million, with payments due on a monthly basis. Our former director, Ronald William Gordon Miles, and our officer, Frederico tila Silva Neves are jointly and severally responsible for the repayment of the loan. CCBTransfer of Funds Raised Abroad. On December 22, 2005, we issued one banking credit note in favor of Ita Unibanco, in the value of US$2.6 million. Andres Cristian Nacht, our controlling shareholder, is jointly and severally responsible for the payment of the amounts due under such note. This CCB includes customary events of default, except for the acceleration of the debt on the occurrence of any

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event resulting in the distribution of dividends in an amount corresponding to less than 25% of our net profit. The terms of the note also require us to meet certain financial ratios. The note must be repaid in installments and matures November 21, 2011. As of December 31, 2009 the outstanding amount under this CCB was R$4.2 million. On January 5, 2006 we entered into a swap agreement with Ita Unibanco to reduce our exposure to exchange rate fluctuations. CCB. On April 18, 2008, we issued a CCB in favor of Banco Bradesco S.A., in the amount of R$5.0 million, with final maturity on April 13, 2012. Payments on the note must be made in 48 monthly installments. The obligations assumed under the banking credit note above are secured by a pledge of receivables owed to us by Dow Chemical. The contract includes customary events of default, and provides for the acceleration of the debt upon a change of control, as well as in case of incorporation, spin-off, and merger or corporate reorganization of our company. As of December 31, 2009, the outstanding amount under this CCB was R$2.9 million.

Banco do Brasil S.A.

We entered into several agreements with Banco do Brasil for the provision of overdrafts to cover working capital needs. As of December 31, 2009, the aggregate outstanding amount due under these agreements was R$9.4 million. The table below shows the main terms of these contracts:
CCB Number 345.500.737 345.500.724 Issue Date 2008.05.27 2008.02.27 Maturity Date 2013.04.20 2013.01.25 Original Value(1) 8,000 5,000 Outstanding as of December 31, 2009(1) 5,947 3,430

_________________________ (1) In Thousands of R$

Banco Fibra S.A.

Banking Credit Note. On April 11, 2008, we issued a CCB in favor of Banco Fibra S.A., in the amount of R$6.0 million, to be repaid in 48 monthly installments by April 10, 2013. The CCB includes customary events of default, and provides for the acceleration of the debt in case of a change of control, as well as in case of incorporation, spin-off, merger of our company, or on the occurrence of any event which may decrease our capacity to meet our obligations under the CCB. As of December 31, 2009, the outstanding amount under this CCB was R$6.3 million.

Leasing Agreements
Several leasing agreements are secured by promissory notes. The table below shows the promissory notes which are considered relevant:
Contract binding 569686 19340105656 176086 175796 100021789 100027813 100018086 Bank Itauleasing HSBC Bradesco Leasing Bradesco Leasing Alfa Arrendamento Mercantil Alfa Arrendamento Mercantil Alfa Arrendamento Mercantil Promissory Note R$6.25 million R$5.85 million R$5.62 million R$5.67 million R$4.88 million R$6.33 million R$6.89 million Issue Date 2008.10.31 2009.05.25 2009.03.12 2008.09.08 2008.03.20 2008.07.01 2008.01.10

As of the date of this Reference Form, we are party to several leasing agreements with several financial entities, representing obligations of R$78.1 million in the aggregate as of December 31, 2009. We entered into such agreements as lessee, with the purpose of leasing (or in certain cases purchasing) the equipment and other assets necessary for running our operations. Upon maturity of each leasing agreement, we have the option to return the equipment or assets to the respective lessor, or exercise an option to buy such equipment or asset. The amounts owed under these leasing agreements are repaid in

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monthly installments, subject to a minimum guaranteed payment corresponding to the lower amount for which the equipment or assets could be sold to a third-party. The table below shows the outstanding balance of our leasing agreements as of December 31, 2009, broken down by lessor. These agreements bear interest in the range of CDI + 1.0% to 5.4% per year:

Lessor Alfa Arrendamento Mercantil ................................... Banco de Lage ....................................................... BB Leasing ............................................................. Bradesco Leasing ................................................... Unibanco .............................................................. HSBC ..................................................................... Ita Leasing ........................................................... ABN Leasing .......................................................... Safra Leasing ......................................................... Santander Arrendamento Mercantil.......................... Banco Rodobens .................................................... Total..................................................................

Outstanding Amount (in thousands of R$) 11,692 491 5,063 15,018 2,461 22,827 7,461 2,042 810 10,227 13 78,105

(ii) other long-term relationships with financial institutions

We contracted with financial institutions, instruments for monetary exchange protection. These derivative instruments contracted by the Company have the intention to protect the import operations of equipment, in the interval between the placing of orders and nationalization against the risk of fluctuation in the exchange rate, and are not used for speculative means. On December 31st of 2009, we possessed purchase orders with foreign suppliers of equipment valued at approximately US$ 34 million (in 2008, these orders amounted to US$ 2 million), all schedule for payment during the the year of 2010. As a way of protecting our financial situation from the exchange exposure between the application date and the date of finishing these obligations, we contracted derivative instruments represented by swap contracts amounting to R$ 66.0 million, which the fair value at December 31st of 2009 totaled R$ 66.3 million.

(iii) degree of subordination between the debts

Usually our loans and financings are guaranteed by: (a) real estate; (b) Pledge of trade bills; (c) receivables; (d) pledge; (e) statutory lien; and (f) promissory notes, The promissory notes are enforceable guarantees and serve as additional guarantees regarding loans and financings. Most of the guarantees offered by us refers to loans contracted in previous years, when our financial situation required that we offered substantial guarantees to facilitate our access to credit. We believe that

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the clauses in force relating to the provision of guarantees does not significantly restrict the ability to contract new debt to meet our capital needs.

(iv) any restrictions imposed on the issuer, in particular, for limits of indebtedness and contracting of new debts, the distribution of dividends, disposal of assets, the issuance of new securities or disposal of corporate control.
Besides the usual obligations on financial contracts, on a financing contract with Banco Ita BBA S. A. on June 20 of 2008, we agreed to maintain (i) our total net debt (total bank debt except total availabilities) not more than two times EBITDA, (ii) our short-term net debt (short-term debt except total availabilities) not exceeding 30% of our total liquid debt (iii) and our net financial expenses should be less than 25% of EBITDA. Like the said agreement executed with Banco Ita BBA Sa, some of our long-term financial instruments contain obligations related to the maintenance of certain levels for certain financial indicators. The indicators are: (i) our total net debt (total bank debt less total cash assets) not in excess of two times the EBITDA, (ii) our net short-term debt (short-term debt less total cash assets) not in excess of 30% our total net debt and (iii) and our net financial expense must be less than 25% of the EBITDA. We agree with the levels requested for the indicators. Therefore, the Company is required to maintain a relative low degree of indebtedness and a satisfactory capacity of payment of its financial commitments, and new debts must satisfy these prerequisites. We believe that the current provisions do not significantly restrict the ability to recruit new debt to meet our capital needs.

g.

limits of use of financing already concluded.

On December 31, 2009, the Company had approximately R$79.2 million of limits in lease transactions already executed, and the sum of R$78.1 million has already been cleared for the Company and is recorded in its indebtedness position.

h.

significant changes in each item of the financial statements

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Comparison of Results of Operations for the Years Ended December 31, 2008 and 2009 Gross Revenue from Sales and Services Rendered
The table below sets forth our gross revenue from sales and services, after deductions for discounts and cancellations, generated by each of our divisions in the years ended December 31, 2008 and 2009:

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2008 Heavy Construction Division ....................... Jahu Division ............................................ Industrial Services Division ........................ Equipment Rental Division ......................... Eventos Division ........................................ Total .....................................................
(1) (2)

(1)

Year ended December 31, (%) (2) 2009 (1)

(%)

(2)

2008 x 2009 Var, (%) 34% 151% 4% 115% 35%

(3)

(in millions of R)
118.0 26.9 150.2 27.6 4.0 326.7 36% 8% 46% 8% 1% 100% 158.2 67.4 156.8 59.2 441.6 36% 15% 36% 13% 100%

Gross revenue from sales and services in the period. Percentage share of division in our total gross sales and services in the period. (3) Increase (reduction) of gross revenue from sales and services from one period to the other.

Our gross revenue from sales and services rendered, after deductions for discounts and cancellations, increased 35.2%, or R$114.9 million, from R$326.7 million in 2008 to R$441.6 million in 2009. This increase was primarily due to increases in revenues generated by our Heavy Construction, Jahu and Equipment Rental divisions, as the increase in revenues generated by our Industrial Services division was proportionally lower, as described below. Heavy Construction Division Gross revenue from sales and services rendered by our Heavy Construction division, after deductions for discounts and cancellations, increased 34.0%, or R$40.2 million, from R$118.4 million in 2008 to R$158.2 million in 2009. This increase was primarily due to higher equipment rental volumes and increases in the rental prices we charged. We acquired 8.5 million tons of equipment in 2008, and an additional 2.7 million tons in 2009, in order to meet the increasing demand for our products and services. The average volume of equipment rented by our clients increased by 20.1% from 17.4 thousand tons in 2008 to 20.9 thousand tons in 2009. In addition, our average rental price increased by 8.0%. The remaining increase in the gross revenue from sales and services generated by our Heavy Construction division derived from revenues unrelated to equipment rentals, in particular from assembly and disassembly services and technical support services, which grew from 4.3% of the divisions total gross revenue in 2008 to 6.4% in 2009. This increase was due to the implementation of more complex projects, which generally require additional assembly and disassembly and technical support services. Revenue relating to these services increased 105.8%, from R$5.2 million in 2008 to R$10.7 million in 2009. Jahu Division Gross revenue from sales and services rendered by our Jahu division, after deductions for discounts and cancellations, increased 150.8%, or R$40.5 million, from R$26.9 million in 2008 to R$67.4 million in 2009. As a result of our acquisition of Jahu Indstria in June 2008, its results of operations have been included in our combined financial statements since July 1, 2008. Jahu divisions gross revenue from sales and services, after deductions for discounts and cancellations, in each of the six-month periods ended December 31, 2008, June 30, 2009, and December 31, 2009, showing a significant increase in the gross revenue generated by the Jahu division after the acquisition.

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Six-Month Period Ended December 31, 2008 Gross revenue from sales and services June 30, 2009 (in millions of R$) 31.2 December 31, 2009

Comparative Analysis 12/31/2008 06/30/2009 vs vs 06/30/2009 12/31/2009

26.9

36,2

16.2%

15.8%

In 2009, we introduced the use of NOE modular concrete formwork in our Jahu division, as well as the use of aluminum formwork for use in the Brazilian governments low-income housing program (Minha Casa, Minha Vida). The use of this equipment generated an additional R$4.0 million in revenue in the period (R$1.1 million from the rental of equipment and R$2.9 million from the sale of aluminum formwork). The remaining increase in revenues resulted primarily from investments we made in additional metal shoring structures following the acquisition of Jahu Indstria in order to meet the strong demand for our products and services during the period. The average volume of equipment rented by our clients increased 22.3%, from 12.7 thousand tons in 2008 to 15.6 thousand tons in 2009. Industrial Services Division Gross revenue from sales and services rendered by our Industrial Services division, after deductions for discounts and cancellations, increased 4.4%, or R$6.6 million, from R$150.2 million in 2008 to R$156.8 million in 2009. The gross revenue generated by the division was adversely affected by a significant reduction in revenue from contracts for maintenance services to sectors other than oil and gas (which represented 71.0% of the divisions gross revenue during 2008). Such maintenance revenue dropped by 31.0%, from R$106.5 million in 2008 to R$73.2 million in 2009, in particular due to the lower volume of services rendered to the metallurgy and pulp and paper industries, two sectors that were severely impacted by the global financial crisis at the end of 2008. The increase in revenue in 2009 was primarily due to revenue generated for additional services rendered to the oil and gas sector, which increased by 76.0%, from R$32.4 million in 2008 to R$57.1 million in 2009, as well as revenue generated from the provision of services connected to the assembly of industrial plants other than oil and gas (such as the new plant of Companhia Siderrgica do Atlntico, in the state of Rio de Janeiro), which increased by 137.0 %, from R$11.2 million in 2008 to R$26.5 million in 2009. Finally, revenue generated from industrial painting and insulation services amounted to R$13.2 million in 2008 and R$18.9 million in 2009, an increase of 42.2% compared to 2008. Rental Division Gross revenue from sales and services in our Equipment Rental division, after deductions for discounts and cancellations, increased (in only its second year of operation) 114.8%, or R$31.6 million, from R$27.6 million in 2008 to R$59.2 million in 2009. The increase in revenues in this division was primarily due to our acquisition of new equipment to meet market demand, reaching a total of 723 units as of December 31, 2009. The expansion in the market for the equipment offered by our Equipment Rental division, which is still in developmental states, allowed us to rapidly deploy this new equipment in our operations.

Taxes on Sales and Services

Taxes on sales and services increased 37.0%, or R$10.1 million, from R$27.3 million in 2008 to R$37.4 million in 2009. This increase is generally consistent with the 35.2% growth in 2009 in our gross revenue from sales and services after deductions for discounts and cancellations. The difference between the percentage increase in such gross revenue, relative to the percentage increase in the value of taxes sales and services is primarily a result of export sales of structures for long-term projects to international clients, as such sales are exempt from taxation. The sale of these structures, both abroad and in Brazil, accounted for 5.2% and 6.1% of our Heavy Construction divisions gross revenue from sales and services, after deductions for discounts and cancellations, in 2009 and 2008, respectively. Although approximately 85.0% of such structures sold in 2008 were acquired by international clients, this percentage dropped to

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22.0% in 2009 due to the global financial crisis. As a result, taxes on sales and services represented 7.6% of our Heavy Construction divisions gross revenue from sales and services, after deductions for discounts and cancellations, in 2009, compared to 6.7% in 2008. The table below shows the taxes due for each of our divisions, as a percentage of their gross revenue from sales and services, after deductions for discounts and cancellations, for the years ended December 31, 2008 and 2009:
2008 x 2009 Variation (%)(2) 53% 139% 3% 127% 37%

Year ended December 31, 2008 Heavy Construction Division ....................... Jahu Division ............................................. Industrial Services Division......................... Rental Division .......................................... Eventos Division ........................................ Total .....................................................
(1) (2)

(%)

(1)

2009 (12.0) (5.2) (15.4) (4.8) (37.4)

(%)

(1)

(in millions of R$, except percentage)

(7.9) (2.2) (14.9) (2.1) (0.3) (27.3) 7% 8% 10% 8% 7% 8% 8% 8% 10% 8% 9%

Percentage share of the division of the total tax sales. Percentage increase (decrease) of products sold and services rendered costs in 2009, relative to 2008.

Cost of Products Sold and Services Rendered

The table below shows the costs of products sold and services rendered by each of our divisions for the years ended December 31, 2008 and 2009. The information provided in this table does not reflect the effects of depreciation on such costs.

Year ended December 31, 2008 Heavy Construction Division ....................... Jahu Division ............................................. Industrial Services Division......................... Rental Division .......................................... Eventos Division ........................................ Total .....................................................
(1) (2)

(%)

(1)

2009 (33.4) (2.4) (96.5) (6.9) (139.2)

(%)

(1)

2008 x 2009 Variation (%)(2) 28% 4% 103% 10%

(in millions of R$, except percentage)

(26.1) (92.7) (3.4) (4.0) (126.2) 21% 73% 3% 3% 100% 24% 2% 69% 5% 100%

Percentage share of the division of the total cost. Percentage increase (decrease) of products sold and services rendered costs in 2009, relative to 2008.

The table below shows the effects of depreciation on the results of each of our divisions for the years ended December 31, 2008 and 2009.

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Year ended December 31, 2008 Heavy Construction Division ....................... Jahu Division ............................................. Industrial Services Division......................... Rental Division .......................................... Eventos Division ........................................ Total .....................................................
(1) (2)

(%)

(1)

2009 (12.8) (3.1) (6.2) (8.3) (30.3)

(%)

(1)

2008 x 2009 Variation (%)(2) 54% 158% 37% 132% 72%

(in millions of R$, except percentage)

(8.3) (1.2) (4.5) (3.6) (0.1) (17.6) 47% 7% 26% 20% 100% 42% 10% 20% 27% 100%

Percentage share of the division of the total depreciation. Percentage increase (decrease) in depreciation amounts in 2009 relative to 2008.

Cost of products sold and services rendered (disregarding the effects of depreciation) increased by 10.3%, or R$13.1 million, from R$126.2 million in 2008 to R$139.3 million in 2009. This increase was not as significant as the 35.2% increase recorded in our revenues in 2009, mainly due to (1) the increase in the share of cost of products sold and services rendered of our Heavy Construction, Jahu and Equipment Rental divisions to 64.5% in 2009 compared to 52.8% in 2008, as these divisions have lower variable costs, and (2) the increase in costs of our Heavy Construction, Jahu and Equipment Rental divisions below increase in revenues. Cost of products sold and services rendered (disregarding the effects of depreciation) increased by 10.3%, or R$13.1 million, from R$126.2 million in 2008 to R$139.3 million in 2009. This increase was not as significant as the 35.2% increase recorded in our revenues in 2009, mainly due to (1) the increase in the share of cost of products sold and services rendered of our Heavy Construction, Jahu and Equipment Rental divisions to 64.5% in 2009 compared to 52.8% in 2008, as these divisions have lower variable costs, and (2) the increase in costs of our Heavy Construction, Jahu and Equipment Rental divisions below increase in revenues. As a result of the factors discussed above, cost of products sold and services rendered, excluding the effect of depreciation, represented 34.5% of our net operating income in 2009, compared to 42.2% in 2008. Including the effects of depreciation, cost of products sold and services rendered represented 42.0% of our net operating income in 2009, compared to 48.0% in 2008.

Gross Profit
Gross profit increased 50.8% to R$234.6 million in 2009 from R$155.5 million in 2008. This outpaced the 35.2% increase in our net revenue in 2009 for the reasons described above. In 2009, our gross profit represented 58.0% of our net revenue, compared to 52.0% in 2008.

General, Administrative and Operating Expenses

Our general, administrative and operating expenses increased 28.4%, or R$24.1 million, from R$84.7 million in 2008 to R$108.8 million in 2009. This increase was due primarily to the employment of additional labor to meet an increase in demand for our services. Our total number of employees increased from 3,090 at the end of 2008 to 3,537 at the end of 2009, representing an increase in headcount of 14.5%, and a payroll increase of 5.0% as a result of a salary increase tied to new collective bargaining agreements. In addition, our financial statements for the year ended December 31, 2009 include all general, administrative and operating expenses incurred by our Jahu division in 2009, compared to only six months of operations in 2008. Our general, administrative and operating expenses represented 26.9% of our net operating income in 2009, a decrease from 28.3% in 2008.
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The table below provides a breakdown of the general, administrative and operating expenses incurred by each of our divisions, in absolute terms and as a percentage of our total general, administrative and operating expenses and net revenues, for the years ended December 31, 2008 and 2009:
Year ended December 31, 2008 Expenses
(1)

2009
(2)

% Total 41% 16% 28% 13% 2% 100%

% Net Revenue (3) 32% 55% 18% 42% 39% 28%

Expenses (39.7) (28.1) (24.5) (16.4) (108.8)

(1)

% Total 36% 26% 23% 15% 100%

(2)

% Net Revenue (3) 27% 45% 17% 30% 27%

Heavy Construction Division ....................... (34.9) Jahu Division ............................................. (13.6) Industrial Services Division ......................... (23.9) Rental Division ........................................... (10.8) Eventos Division ........................................ (1.4) Total ..................................................... (84.7)
(1) (2) (3)

(in millions of R$, except percentage)

Divisions total general, administrative and operating expenses. Participation in operating expenses, general and administrative division in our total operating expenses. general and administrative. Percentage of operating expenses. general and administrative of the division in relation to net revenues generated by the division itself.

Financial Results
Our financial expenses, net of our financial revenue, increased 33.4% from R$18.3 million in 2008 to R$24.4 million in 2009. Our financial indebtedness decreased from R$189.5 million at December 31, 2008 to R$183.9 million at December 31, 2009. However, our average total indebtedness increased from R$129.8 million for the year ended 2008 to R$187.8 million for the year ended 2009. The increase in our average total indebtedness was partially offset by a decrease in the interest rates charged in the Brazilian financial markets during 2009, directly affecting our debt service requirements.

Income Tax and Social Contribution

Our expenses for income tax and social contributions increased by 86.5%, or R$15.3 million, from R$17.7 million in 2008 to R$33.0 million in 2009. This increase was less than the increase in our profit before taxes, due to the offsetting effect of tax credits in the amount R$1.8 million during 2008, as a result of the merger of Mills Andaimes Tubulares do Brasil S.A. into our company. Our effective income tax and social contribution rate in 2008 was 31.9% (as a result of tax credits amounting to R$4.3 million, which had been offset in full by the end of 2008), assuming the offsetting effect of tax credits mentioned above is disregarded and our results are adjusted to reflect non-deductible expenses relating to our stock option plans. In 2009, we deducted R$1.9 million from our income tax and social contribution, as we made provisions to cover the payment of interest on stockholders equity. In 2008, the distribution of part of our results to our shareholders was carried out through the payment of dividends only, which are not deductible expenses for tax purposes. Our effective income tax and social contribution rate for 2009 was 33.1%, after adjustments to exclude expenses that are not deductible for tax purposes.

Net Income
Our net income increased by 123.6%, or R$37.8 million, from R$30.6 million in 2008 to R$68.4 million in 2009, for the reasons described above.

Other Information and non-GAAP measures

Adjusted EBITDA Due to the reasons described above, the Adjusted EBITDA increased by 79.0% or R$71.4 million, from R$90.3 million in 2008 to R$161.7 million in 2009. The Adjusted EBITDA margin increased from 30.2% in

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2008 to 40.0% in 2009. The following table presents reconciliation of our EBITDA to our operating income in the fiscal years ended December 31, 2008 and 2009.
Year ended December 31, 2008 2009 (in thousands of R$) 70,805 125,799 18,732 31,854 89,537 157,653 804 4,061 90,341 161,714

Operating income before equity results financial income .............. (+)Depreciation and amortization ............................................... EBITDA ..................................................................................... (+)Stock option plans expenses .................................................. Adjusted EBITDA .................................................................

Comparison of Results of Operations for the Years Ended December 31, 2007 and 2008 Gross Revenue from Sales and Services Rendered
The table below sets forth the gross revenue from sales and services rendered, after deductions for discounts and cancellations, generated by each of our divisions in the years ended December 31, 2007 and 2008:
2007 x 2008 Var. (%) 72% 25% (82%) 55%

2007 Heavy Construction Division ....................... Jahu Division (3) ......................................... Industrial Services Division......................... Rental Division .......................................... Events Division(4) ....................................... Total .....................................................
(1) (2) (3)

Year ended December 31, (%) (1) 2008 33% 57% 10% 100% 118.0 26.9 150.2 27.6 4.0 326.7

(%)

(1)

(2)

(in millions of R$, except percentage)

68.4 120.4 21.7 210.5 36% 8% 46% 9% 1% 100%

Participation of the Division in the total revenue. Increase (reduction) in gross revenue from sales and services rendered in 2008, relative to 2007 The results of our Jahu division have been reflected in our combined financial statements from July 1, 2008 onwards, following the acquisition of Jahu Indstria. (4) 2008 includes residual revenue from the operations of our Events division, suspended in 2007.

Our gross revenue from sales and services rendered, after deductions for discounts and cancellations, increased 55.2%, or R$116.1 million, from R$210.5 million in 2007 to R$326.7 million in, 2008. This increase was primarily due to increases in revenues generated by our Heavy Construction division, as well as of the establishment of our Jahu and Equipment Rental divisions. Revenues generated by our Industrial Services division also rose, although at a lower rate. Heavy Construction Division Gross revenue from sales and services rendered by our Heavy Construction division, after deductions for discounts and cancellations, increased 72.5%, or R$49.6 million, from R$68.4 million in 2007 to R$118.0 million in 2008. This increase was primarily due to higher equipment rental volumes and increases in the rental prices we charged. In order to meet increasing market demand for our products and services, we acquired 5.4 thousand tons of equipment in 2007, and an additional 8.5 thousand tons in 2008. The average volume of equipment rented by our clients increased by 59.6% from 10.9 thousand tons in 2007 to 17.4 thousand tons in 2008. In addition, our average rental price increased by 12%. Other revenues besides rental grew at a lower rate of 39.6%.

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Jahu Division We acquired Jahu Indstria in June 2008, and merged its operations into our company in August 2008, which resulted in the establishment of our Jahu division. The results of the Jahu division are included in our combined financial statements as of July 1, 2008. Gross revenue from sales and provision of services of our Jahu division, after deductions for discounts and cancellations, amounted to R$26.9 million in 2008. Industrial Services Division Gross revenue from sales and services rendered by our Industrial Services division, after deductions for discounts and cancellations, increased 24.8%, or R$29.8 million, from R$120.4 million in 2007 to R$150.2 million in 2008. This increase was primarily due to revenue generated from services for the assembly of new industrial plants, which increased 166.5% from R$7.2 million in 2007 to R$19.3 million in 2008. In addition, revenue generated from other services offered by our Industrial Services division increased 15.7% from R$113.1 million in 2007 to R$130.9 million in 2008, primarily due to the execution of new agreements and an increase in the volume of services rendered under existing agreements. Part of the investments made in our Industrial Services division during 2007 and 2008 were applied to the acquisition of the equipment necessary for the expansion of the divisions operations. Equipment Rental Division Our Equipment Rental division began operations in 2008. The division generated R$27.6 million in revenues from sales and services, after deductions for discounts and cancellations in 2008. Events Division Although the operations of our Events division were permanently suspended in 2007, and most of the staff dismissed in December 2007, the division generated residual revenues from sales and services in the amount of R$4.0 million, after deductions for discounts and cancellations, compared to R$21.7 million in 2007. Approximately R$1.5 million generated by the division in 2008 resulted from the sale of equipment, while the remaining R$2.5 million was derived from services performed pursuant to agreements still in force at the time of the suspension of operations.

Taxes on Sales and Services

Taxes on sales and services increased 49.9%, or R$9.1 million, from R$18.2 million in 2007 to R$27.3 million in 2008. This increase was generally consistent with the 55.2% growth in 2008 in our gross revenue from sales and services rendered, after deductions for discounts and cancellations. The difference between the percentage increase of our revenues and that of corresponding taxes on sales and provision of services between 2007 and 2008 is primarily due to the increase in the percentage of our total gross revenue, after deductions for discounts and cancellations, generated by divisions that are subject to lower taxation on sales (such as our Heavy Construction, Jahu and Equipment Rental divisions), which accounted for 52.8% of the revenue generated in 2008, in comparison to 32.5% in 2007. The table below shows the taxes on sales and services due for each of our divisions, as a percentage of their gross revenue from sales and services rendered, after deductions for discounts and cancellations, for the years ended December 31, 2007 and 2008:

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2007 Heavy Construction Division ....................... Jahu Division (3) ......................................... Industrial Services Division......................... Rental Division .......................................... Events Division(4) ....................................... Total .....................................................
(1) (2)

Year ended December 31, (%) (1) 2008 7% 9% 10% 9% (7.9) (2.2) (14.9) (2.1) (0.3) (27.4)

(%)

(1)

2007 x 2008 Var. (%) 70% 30% 50%

(2)

(in millions of R$, except percentage)

(4.6) (11.5) (2.1) (18.2) 6% 8% 10% 8% 7% 8%

Participation of the Division in the total tax sales. Percentage increase (decrease) in taxes payable on sales and provision of services for the period (3) The results of our Jahu division have been reflected in our combined financial statements from July 1, 2008 onwards, following the acquisition of Jahu Indstria. (4) 2008 includes residual revenue from the operations of our Events division, suspended in 2007.

Cost of Products Sold and Services Rendered

The table below shows the cost of the provision of services and sale of products incurred by each of our divisions for the years ended December 31, 2007 and 2008. The information provided in this table does not reflect the effects of depreciation on such costs .
2009 x 2008 (%)Var. (2) 45% 12% (69%) 11%

2007 Heavy Construction Division ....................... Jahu Division (3) ......................................... Industrial Services Division......................... Rental Division .......................................... Events Division(4) ....................................... Total .....................................................
(1) (2)

Year ended December 31, (%) (1) 2008 16% 73% 11% 100% (26.1) (92.7) (3.4) (4.0) (126.2)

(%)

(1)

(in millions of R$, except percentage)

(18.0) (83.1) (12.8) (113.9) 21% 73% 3% 3% 100%

Participation of the Division in the total Cost of Products Sold and Services Rendered. Percentage increase (decrease) cost of products sold and services rendered costs in 2008, relative to 2009. The results of our Jahu division have been reflected in our combined financial statements from July 1, 2008 onwards, following the acquisition of Jahu Indstria e Comrcio Ltda. (4) 2008 includes residual revenue from the operations of our Events division, suspended in 2007.
(3)

The table below shows the effects of depreciation on the results of each of our divisions for the years ended December 31, 2007 and 2008.
2009 x 2008 (%)Var. (2) 126% 177% (95%) 158%

2007 Heavy Construction Division ....................... Jahu Division (3) ......................................... Industrial Services Division......................... Rental Division .......................................... Events Division(4) ....................................... Total .....................................................
(1) (2)

Year ended December 31, (%) (1) 2008 54% 24% 22% 100% (8.3) (1. 2) (4.5) (3.6) (0.1) (17.7)

(%)

(1)

(in millions of R$, except percentage)

(3.6) (1.6) (1.5) (6.7) 47% 7% 26% 20% 0% 100%

Participation of the Division in the total depreciation cost Percentage increase (decrease) cost of products sold and services rendered costs in 2008, relative to 2009. The results of our Jahu division have been reflected in our combined financial statements from July 1, 2008 onwards, following the acquisition of Jahu Indstria e Comrcio Ltda (4) 2008 includes residual revenue from the operations of our Events division, suspended in 2007.
(3)

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Cost of products sold and services rendered (disregarding the effects of depreciation) increased 10.9%, or R$12.3 million, from R$113.9 million in 2007 to R$126.2 million in 2008. This increase was not as significant as the 55.2% increase recorded in our revenues in 2008, mainly due to (i) the increase in the share of costs of products sold and services rendered of our Heavy Construction, Jahu and Equipment Rental divisions to 52.8% in 2008, compared to 32.5% in 2007, as these divisions have lower variable costs, and (ii) a faster rate of increase in the revenue generated by our Heavy Construction, Jahu and Industrial Services division in comparison to its cost of products sold and services rendered. The depreciation of the assets used in the provision of our services rose by 164.0%, due to the high cost of the investments made in 2007 and 2008, increasing from R$6.7 million in 2007 to R$17.7 million in 2008, assuming an average depreciation term of 10 years. Including depreciation, cost of products sold and services rendered increased 19.2%, or R$23.2 million, from R$120.6 million in 2007 to R$143.8 million in 2008. In addition to the usual economies of scale, investments made in our Heavy Construction division in 2007 and 2008 allowed us to increase our gross revenue from sales and provision of services without having to rent additional equipment from third parties, as a substantial part of such third-party equipment was replaced by equipment owned by our company. As a consequence, while the net revenue generated by our Heavy Construction division increased by 72.6%, the divisions costs before depreciation increased by only 45%. In addition to the usual economies of scale, investments made in our Heavy Construction division in 2007 and 2008 allowed us to increase our gross revenue from sales and provision of services without having to rent additional equipment from third parties, as a substantial part of such third-party equipment was replaced by equipment owned by our company. As a consequence, while the net revenue generated by our Heavy Construction division increased by 72.6%, the divisions costs before depreciation increased by only 45%. In addition, our costs in 2008 decreased due to the suspension of operations of our Events division in 2007, which resulted in a decrease in costs for that division, from R$12.8 million in 2007 to R$4.0 million in 2008. The costs in 2008 were primarily in connection with the sale of the equipment owned by the Events division (R$1.4 million) and in connection with services pursuant to agreements still in force at the time of suspension of our Events divisions operations (R$2.6 million). While our Equipment Rental and Jahu divisions added R$3.4 million to our cost of products sold and services rendered, before depreciation, in their first year of operation, these divisions accounted for an additional R$50.1 million in net revenue in 2008, which resulted in a significant increase in our gross margin. As a result of the above, cost of products sold and services rendered, excluding the effect of depreciation, represented 42.2% of our net operating income in 2008, compared to 59.2% in 2007. Including the effect of depreciation, costs of products sold and services rendered represented 48.0% of our net operating income in 2008, compared to 62.7% in 2007.

Gross Profit
Gross profit increased 117.0% to R$155.5 million in 2008 from R$71.7 million in 2007. This outpaced the 55.7% increase in our net revenue in 2009 for the reasons described above. In 2008, our gross profit represented 52% of our net revenue, compared to 37.3% in 2007.

General, Administrative and Operating Expenses

Our general, administrative and operating expenses increased 73.7% from R$48.8 million in 2007 to R$84.7 million in 2008, representing 25.4% and 28.3% of our net revenue for 2007 and 2008, respectively. In 2008, we made a provision of R$4.5 million to cover contingencies relating to a tax claim filed against Jahu Indstria (which was merged into our company during that year), as we had received an unfavorable decision from the lower court that had reviewed the case. We also made a R$0.8 million provision to cover expenses incurred in the context of our stock option plans.
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In addition, the percentage participation of each of our divisions in our total general, administrative and operating expenses varied between 2007 and 2008, with the introduction in 2008 of divisions that have higher general, administrative and operating expenses, such as Jahu and Equipment Rental divisions. Further, the increase in these expenses was also a result of the increase in employee headcount in our Heavy Construction division. General, administrative and operating expenses incurred by our Industrial Services division correspond to a relatively low percentage of the divisions net revenue from sales and services (16.1% in 2007 and 17.7% in 2008, an increase resulting from the opening of a new branch in the city of Belo Horizonte). This is due to the nature of the agreements entered into by our Industrial Services division, which tend to have a longer term and involve the implementation of less complex engineering solutions, thus allowing the division to operate with a relatively small commercial and technical support structure. The share of our Industrial Services division as a percentage of our net revenue decreased from 57% in 2007 to 46% in 2008. General, administrative and operating expenses incurred by our Equipment Rental division corresponded to a higher percentage (42.5%) of the divisions net revenue in 2008, as 2008 was the first year of operations for this division. General, administrative and operating expenses incurred by our Jahu division (which was established in 2008) correspond to a substantial percentage of the divisions net revenue from sales and services (55.2% in 2008), due to the fact that the vast majority of the expenses incurred by this division are recorded under this line item, as expenses in connection with the provision of services are relatively lower in this division compared to our other business divisions. General, administrative and operating expenses incurred by our Heavy Construction division corresponded to 36.9% of this divisions net revenue in 2007, in comparison with 31.7% in 2008. This decrease was the result of a higher rate of increase in revenues in comparison to general, administrative and operating expenses (from 72.6% to 48.5% of general, administrative and operating expenses, respectively). The increase in expenses in 2008 was due primarily to an increase in headcount in the Heavy Construction division, from 281 employees in 2007 to 449 in 2008. This increase was driven by the expansion of the divisions operations. We also experienced increases in our payroll due to the negotiation of new collective bargaining agreements. Our Heavy Construction divisions share of total net revenue increased from 33% in 2007 to 37% in 2008. As a result of the factors described above, our total general, administrative and operating expenses increased as a percentage of our net revenue between 2007 and 2008. The table below provides a breakdown of the general, administrative and operating expenses incurred by each of our divisions, in absolute terms and as a percentage of our total general, administrative and operating expenses and net revenues, for the years ended December 31, 2007 and 2008:
2007 Heavy Construction Division ...................................................... Jahu Division (4) ......................................................................... Industrial Services Division ......................................................... Rental Division (5) ....................................................................... Eventos Division ........................................................................ Total....................................................................................
(1) (2) (3)

Expenses (1) (23.5) (17.6) (0.3) (7.4) (48.8)

% Total (2) 48% 36% 1% 15% 100%

% Net Revenues(3) 37% 16% 38% 25%

(in million of R$, except when percentage)

Divisions total general, administrative and operating expenses. Participation of the divisions general, administrative and operating expenses in the total general, administrative and operating expenses. General, administrative and operating expenses as a percentage of the divisions net revenue (4) The results of our Jahu division have been reflected in our combined financial statements from July 1, 2008 onwards, following the acquisition of Jahu Indstria e Comrcio Ltda. (5) Initial investments in the acquisition of equipment for our Equipment Rental division.

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2008

Expenses (1)

% Total (2) 41% 16% 28% 13% 2% 100%

% Net Revenues(3) 32% 55% 18% 42% 39% 28%

Heavy Construction Division ...................................................... (34.9) Jahu Division ............................................................................. (13.6) Industrial Services Division ......................................................... (23.9) Rental Division (4) ....................................................................... (10.8) Eventos Division ........................................................................ (1.4) Heavy Construction Division ...................................................... (84.7)
(1) (2)

(in million of R$, except when percentage)

Divisions total general, administrative and operating expenses. Participation of the divisions general, administrative and operating expenses in the total general, administrative and operating expenses. General, administrative and operating expenses as a percentage of the divisions net revenue. Costs incurred in the permanent suspension of the operations of our Events division.

(3) (4)

Financial Results
Our financial expenses, net of our financial revenue, increased 229.2%, from R$5.5 million in 2007 to R$18.3 million in 2008. Our financial indebtedness increased 474.2%, from R$33.0 million as of December 31, 2007 to R$189.5 million as of December 31, 2008, which increase drove, in part, the increase in our financial expenses. Decreases in market interest rates, as well as the recognition in 2007 of R$1.7 million corresponding to the adjustment to present value of long-term receivables from the sales of equipment owned by our Events division, resulted in our financial expenses increasing at a lower rate than our indebtedness. The increase in our indebtedness, as well as additional investments made by our shareholders, were used to carry out the substantial investments made by us in 2007 and 2008 to implement our growth strategy.

Income Tax and Social Contribution

In 2007, we recognized tax credits from accumulated losses in the total amount of R$5.4 million, which were fully offset in 2008. As a result, our total expenses for income tax and social contribution in 2007 amounted to only R$1.4 million, representing an effective tax rate of 11.4%, despite a nominal tax rate of 34%. In 2008, our expenses for income tax and social contribution increased to R$17.7 million, representing a nominal tax rate of 36.7%, due to the offsetting of R$1.8 million in tax credits due to the merger into our company of Mills Andaimes Tubulares do Brasil S.A. Our effective income tax and social contribution rate for 2008 was 31.9% (as a result of tax credits amounting to R$4.3 million, which had been fully offset by the end of 2008), assuming the offsetting effect of tax credits mentioned above is disregarded and our results adjusted to exclude non-deductible expenses relating to our stock option plans.

Net Income
Our net income increased by 190.0%, or R$20.8 million, from R$10.5 million in 2007 to R$30.6 million in 2008, for the reasons described above.

Other Information and Non Accounting Measures

EBITDA Due to the reasons described above, our Adjusted EBITDA increased 197.3%, or R$ 60.0 million, from R$30.4 million in 2008 to R$90.3 million in 2009. The EBITDA margin increased from 15.8% to 30.2% in 2009. The following table presents the EBITDA reconciliation with our operating income for year ended december 31, 2007 and 2008:

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Operating income before equity results financial income .............. (+)Depreciation and amortization ............................................... EBITDA ..................................................................................... (+)Stock option plans expenses .................................................. Adjusted EBITDA .................................................................

Year Ended December 31, 2007 2008 (in thousands of R$) 22,906 70,805 7,485 18,732 30,390 89,537 804 30,390 90,341

DISCUSSION AND ANALYSIS OF BALANCE SHEET

Year ended December 31, 2009 compared to year ended December 31, 2008 Current Assets
Our current assets increased from R$63.2 million at December 31, 2008 to R$104.5 million at December 31, 2009, an increase of R$41.3 million or 65.4%. The main reasons for such increase were: Increase of R$20.0 million. or 38.7% in our receivable, reflecting an increase in our sales; Increase of R$19.1 million or 289.4% in our taxes recoverable which includes the withholding of Social Security (INSS) on our service invoices for labor to be offset against this tax payments and other tax credits is entitled to use the occasion of the payments due. This variation is partly explained by an increase of R$14.3 million of Social Integration Program (PIS) and Social Security Financing Contribution (COFINS) on equipment purchases to permanent assets that had been credited until December 31, 2009 for purposes of calculating non-cumulative at the same rate of depreciation accounting. As Brazilian law provides that these credits may be taken in terms of between 12 and 48 months depending on the date of acquisition and type of good we improved the corresponding credit so we can begin to amortize it against future payments of these taxes. The remaining variation is explained by the calculation of credits from income tax and social contribution on net income for 2009 these credits to be used in fiscal 2010.

Long-term Assets
Our long-term assets of R$22.3 million at December 31, 2008 were reduced to R$20.6 million at December 31, 2009 a decrease of R$1.7 million or 7.6%. The main changes in our long-term assets were: Reduction in our long-term assets accounts receivable in 0.8 million receipts for the sale of equipment of Events Accounting for deferred taxes under the heading of a tax credit of R$6.8 million previously owned by Itapo Participaes Ltda due to its incorporation by us which is being amortized monthly showing a balance on December 31, 2009 of R$5.4 million; Reduction of deferred tax account by the accounting from year 2009 values corresponding to the income tax and social contribution on the remaining portion of goodwill on acquisition of Jahu Indstria e Comrcio Ltda whose balance liabilities on December 31, 2009 was R$2.9 million; Reduction of deferred tax item due to a reduction of contingent and deferred taxes on them for R$3.9 million.

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Decrease of R$0.6 million or 8.7% in our judicial deposits balance especially in the action from Jahu Industria e Comercio Ltda questioning the increase in PIS and COFINS due to additional provision;

Permanent Assets
The permanent assets group of accounts is the most important of December 31, 2008 and 2009 respectively 77.0% and 71.6% of our increased from R$286.1 million at December 31, 2008 to R$315.3 increase of R$29.2 million or 10.2%. The reasons for this increase are Investments The balance on our account of investments on December 31, 2008 in value of equity securities was not significant, it ended in fiscal year 2009 not having a recoverable amount. PPE Property, Plant and Equipment Our PPE at December 31, 2009 totaled R$276.0 million compared with R$247.0 million at December 31, 2008 an increase of R$29.0 million or 11.8%. The increase in this category, plus depreciation and low, reflecting the investment of $ 73.5 million made in 2009, with an increase in the stock of our equipment in order to meet the increased demand from our customers. In addition, in 2008 we acquired the deposit that previously was renting in the neighborhood of Jacarepagu, in Rio de Janeiro, whose purchase price was R$7.5 million. The growth of our property between December 31, 2008 and 2009 was modest compared with growth between 31 December 2007 and 2008, of 210.8%, and reflects our more conservative stance against the global financial crisis. Intangible assets The balance of our intangible assets increased from R$39.1 million at December 31, 2008 to R$39.3 million at December 31, 2009. The main component of our intangible asset is the balance of goodwill accounted on acquisition of Kina Participaes Ltda and Jahu Industria e Comercio Ltda, which remained unchanged during the period, and the negligible increase represents investments in software. Under accounting rules in force, goodwill recorded in this acquisition is no longer amortized by book value, but only for tax purposes, being subject only to tests of impairment. our balance sheet representing on total assets. The permanent assets million at December 31, 2009, an explained account by account.

Current liabilities
Our current liabilities increased from R$96.5 million at December 31, 2008, to R$119.4 million at December 31, 2009, an increase of R$22.9 million, or 23.7%. The main factors that led to this change were: Decrease of 13.8%, or R$1.9 million, in our accounts payable, due to the lower volume of investment in 2009; Increase of 19.8%, or R$9.4 million, in our outstanding short-term loans and financing, without changing our debt profile, due to the financial update of the values transferred from the corresponding long-term account, plus the current portion of borrowings in fiscal 2009; Increase of R$1.5 million, or 11.6%, in our account of salaries and social charges payable, due to the increase in payroll resulting from the higher number of employees necessary to accommodate the increased volume of business;

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Decrease of R$2.4 million, or 97.1%, in our account of income tax and social contribution payable due to recognition in December 2009 for interest expense of capital spending and tax installment due for inclusion in Tax Recovery Program (REFIS) part of the contingency reserve, with values of respectively R$5.5 million and R$14.1 million, reducing taxes to pay 34% of these values, being part of this credit is on account of taxes recoverable in the current assets; Increase of R$1.8 million, or 50.7%, in our account of taxes payable, including sales taxes payable, taxes withheld from third parties and payment of taxes, due to (i) short-term portion of installment due to the inclusion of contingency REFIS above the value of R$0.8 million, (ii) R$ 0.6 million due to withholding taxes on interest on shareholders equity, to be collected in January 2010, and (iii) increase in company revenues. Increase of R$5.3 million, or 62.2%, in our account of profit sharing payable, due to the increase in net profit in fiscal 2009, compared to 2008; Increase of R$8.1 million, or 107.7%, in dividends and interest on shareholders equity payable due to the increase in net profit in 2009 compared to 2008, the policy of distributing to shareholders 25% of these results was maintained Increase of R$1.1 million in our accounts of other current liabilities, mainly due to an increase in advances from customers.

Long-term liabilities
Our long-term liabilities were reduced from R$165.4 million at December 31, 2008 to R$148.2 million at December 31, 2009, a decrease of $ 17.2 million, or 10.4%. The main factors that led to this change were: Decrease of R$14.9 million, or 10.5% in our long-term loans and financing account, aiming to reduce the level of our debt in exercise, with total funding of new loans in 2009 under the total amortization payments and financial charges in the year; Decrease of R$13.8 million, or 61.8%, in our account of provision for contingencies, mainly due to lower provision for contingency to compensate PIS and COFINS on rental income, and the inclusion of it in REFIS, in view of adverse decisions in higher courts in similar cases; Increase of R$11 million in our long-term taxes payable, due to the inclusion of splitting the contingency to compensate PIS and COFINS on receipts above;

Stockholders' equity
Our stockholders' equity increased from R$109.6 million at December 31, 2008, to R$172.6 million at December 31, 2009, an increase of $ 63.0 million, or 57.5%, substantially due to the increase of net income less dividends.

Year ended December 31, 2008 compared to year ended December 31, 2007 Current Assets
Our current assets increased from R$32.0 million at December 31, 2007, to R$63.2 million at December 31, 2008, representing an increase of R$31.2 million, or 97.4%. The reasons for such increase were: Increase of R$25.1 million. or 94.8% in our accounts receivable, reflecting an increase in our revenues, especially related to the acquisition of Jahu Indstria e Comrcio Ltda and the beginning of operations of our Rental Division, events that impacted our results during the last months of 2008;
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Increase of R$5.0 million, or 323.7%, in our taxes recoverable, partly explained by (i) R$4.1 million of PIS and COFINS on equipment purchases to permanent assets, whose value until December 31, 2007 was immaterial. and (ii) the increase in withholding taxes due to the increase in revenues, and Increase of R$1.0 million, or 136.2%, in our account of other assets, due to (i) increase in advances to suppliers for the manufacture of custom equipment to be delivered in early 2009, and (ii) sale of assets of the Events Division whose activities were discontinued.

Long-term Assets
Our long-term assets increased from R$20.7 million at December 31, 2007 to R$22.3 million at December 31, 2008, an increase of R$1.6 million, or 7.9%. The main changes that occurred in our long-term assets were (i) the disposition of assets of the Division Events included under this heading worth R$0.9 million, and (ii) compensation and lower tax credits worth R$2.1 million, and (iii) an increase of $ 4.4 million in the balance of judicial deposits, due to the acquisition of Jahu Indstria e Comrcio Ltda.

Permanent Assets
The permanent assets group of accounts is the most important of our balance sheet, representing on December 31, 2007 and 2008, respectively, 60.3% and 77.0% of our total assets. Our permanent assets increased from R$80.0 million at December 31, 2007 to R$286.1 million at December 31, 2008, an increase of R$206.1 million, or 257.6%. The reasons for this increase are explained in the following account by account: Investments The balance on our investment account at December 31, 2008 and 2007 corresponds to equity securities representing in value not significant that did not change during the period. PPE Property, Plant and Equipment Our PPE at December 31, 2008 totaled R$247.0 million compared with R$79.5 million at December 31, 2007 an increase of R$167.5 million or 210.8%. The increase in this category, plus depreciation and low, reflects the investment of $ 164.3 million made in fiscal 2008 with an increase in the availability of our equipment in order to meet the increased demand from our customers. Besides the acquisition of Jahu Indstria e Comrcio Ltda whose PPE amounting to R$16.3 million came to be reflected in financial statements from July 1, 2008. Intangible assets The balance of our intangible assets increased from R$0.5 million, on December 31, 2007, to R$39.1 million, on December 31, 2008, due mostly the recognition of goodwill recorded on acquisition of Kina Participaes Ltda. and Jahu Indstria e Comrcio Ltda worth R$38.1 million, the difference being represented by investments in the acquisition of software.

Current liabilities
Our current liabilities increased from R$38.3 million, on December 31, 2007, to R$96.5 million at December 31, 2008, an increase of R$58.2 million, or 151.7%. The main factors that led to this change were: Increase of R$5.0 million or 58.3% in our short-term liabilities to suppliers reflecting the increased volume of our activities;

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Increase of 339.6%, or $ 36.6 million, in our short-term loans and financing due to new borrowings in fiscal year 2008 to finance investments during the period due to the expansion of our activities; Increase of R$4.8 million, or 56.9%, in our account of salaries and social charges payable, due to the increase in payroll due to the higher number of employees necessary to accommodate the increased turnover, besides the incorporation of staff Jahu Indstria e Comrcio Ltda to our workforce; Increase of R$1.2 million, or 49.4%, in our account of taxes payable due to taxes on our revenue which increased in fiscal 2008; Increase of R$2.9 million, or 52.4%, in our profit sharing payable account due to the increase in net profit in fiscal 2008 compared to 2007; Dividends payable worth R$7.5 million corresponding to 25% of the profit for the year 2008. On December 31, 2007 were not accrued dividends payable, during 2008 were distributed R$3.2 million in dividends related to 2007 results.

Long-term liabilities
Our long-term liabilities increased from R$39.4 million at December 31, 2007 to R$165.4 million at December 31, 2008, an increase of R$126.0 million, or 319.8%. The main factors that led to this change were: Increase of R$120.0 million, or 539.9%, in our account of long-term loans and financing due to getting new loans to finance the expansion of our activities; Increase of R$5.4 million or 32% in our account of provisions for contingencies of which (i) R$4.5 million relating to a tax assessment suffered by Jahu Indstria e Comrcio Ltda before its acquisition which had an unfavorable decision at first instance, and (ii) updating by the SELIC rate the provision for contingencies relating to compensation of taxes owed between 2002 and 2004 with values of PIS and COFINS paid on rent from 1993 to 1998.

Stockholders' equity
Our Stockholders' equity increased from R$54.9 million at December 31, 2007 to R$109.6 million at December 31, 2008, an increase of R$54.7 million, or 99.5%. The reasons for this increase were capital contributions amounting R$34.5 million in fiscal 2008 which they were intended, together with loans and funds borrowed in the period, to finance the company's investment program in fiscal year 2008, including the acquisition of Jahu Indstria e Comrcio Ltda and the growth of net income minus dividends. CASH FLOW
2007 Cash flow from operating activities ................................................................... Cash flow from investment activities ................................................................. Cash flow from financing activities .................................................................... Increase (decrease) in liquidity ......................................................................... Years ended December 31, 2008 2009

28.8 (54.5) 26.2 0.5

(in millions of R$)

47.2 (228.8) 181.7 0.1

79.2 (61.0) (18.4) (0.2)

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Cash Flow from Operating Activities

As discussed above, our operating results improved significantly between 2007 and 2009. As a result, our cash flow from operating activities increased from R$28.8 million in 2007 to R$47.2 million in 2008, and R$79.2 million in 2009, an increase of 63.6% and 67.8% in 2008 and 2009 from the respective prior years. These increases were driven in large part by the investments we carried out, as such investments enabled us to meet increasing market demand and increase our revenues significantly, gain economies of scale and, consequently, improve our margins. Those investments included the acquisition of Jahu Indstria for R$60.1 million. Jahu was merged into our company in July 2008 and our Jahu division has generated substantial costs since its acquisition by our company.

Cash Flow from Investment Activities

Our investments in fixed assets during the years ended December 31, 2007, 2008 and 2009 amounted to R$55.2 million, R$175.6 million and R$76.4 million, respectively. The investments made in 2007 were applied in the acquisition of equipment necessary to meet the demand for the services rendered by our Heavy Construction and Industrial Services divisions. In 2008, in addition to increasing investments made in our Heavy Construction and Industrial Services divisions, we applied R$ 60.1 million to the establishment of our Equipment Rental division and the acquisition of Jahu Indstria. Investments in 2009 decreased R$99.2 million, or 56.5%, as a result of the global financial crisis. The table below shows the investments made by our company in each of 2007, 2008 and 2009:

2007 Gross investments, before PIS and COFINS credits ............................................ Acquisition of Jahu Indstria ............................................................................ Total Gross investments ................................................................................... PIS and COFINS credits ................................................................................... Net investments ..............................................................................................

Year Ended December, 31 2008

2009 (76.4) (76.4) 14.5 (61.9)

(55.2) (55.2) 0.1 (55.1)

(in millions of R$)

(175.6) (60.1) (235.7) 4.0 (231.7)

Cash Flow from Financing Activities

Our cash flow from financing activities includes new financing agreements, the amortization of the principal and payment of interest on existing loans, increases in our capital stock, and dividend distributions. In view of favorable market conditions prevailing until mid-2008, both with respect to market interest rates and maturity dates, we entered into additional financing agreements in 2008 for loans in the aggregate amount of R$162.4 million. In 2009, however, due to less favorable credit conditions prevailing during the first half of the year, we were highly selective in our new operations and entered into financing agreements in the amount of only R$31.9 million. In addition, we paid a total of R$62.1 million principal and interest on existing loans in 2009. We are committed to maintaining our total indebtedness at manageable levels in relation to our cash flows, both in terms of total value and maturity dates. 10.2 The management should comment on:

a.

Results of the Companys operations. in particular:

(i) Description of important components of revenue.

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Gross Revenue from Sales and Services

Our gross revenues from sales and services are denominated in reais, and are derived from the rental and sale of equipment, the provision of technical support services, and penalty payments for unreturned or damaged equipment. The table below sets forth the breakdown of our gross revenue for the periods indicated: Year ended December 31, 2007 2008 2009 Equipment Rental ....................................................... 56.4% 64.6% 68.8% Sale of Equipment ...................................................... 2.0% 3.1% 3.3% Technical Support Services ......................................... 39.7% 30.4% 26.6% Indemnifications ......................................................... 1.9% 1.9% 1.3% For more information regarding our revenue stream, see item 8.1(h).

(ii) factors that affected materially operational outcomes. Cancellations, Discounts and Taxes on Sales and Services
Deductions from our gross revenue from sales and services rendered consist of occasional cancellations and discounts on issued invoices, and taxes due on sales. In addition to IRPJ and CSLL taxes, the following taxes are due on our gross revenue from sales and services rendered: Contribution for Social Integration (Programa de Integrao Social), or PIS, and Contribution for the Financing of the Social Security System (Contribuio Para o Financiamento da Seguridade Social), or COFINS, which are due in connection with all revenues we generate, with the exception of revenues from the sale of fixed assets. PIS and COFINS are taxed at 1.65% and 7.6%, respectively, if we are subject to the non-cumulative regime, in which case we may offset credits against certain values defined under the applicable legislation. On the other hand, if we are subject to the cumulative regime, PIS and COFINS are taxed at 0.65% and 3.0%, respectively, in which case we may not offset credits as described above. Tax on the Provision of Services (Imposto Sobre Servios), or ISS, is due on revenues generated for the provision of services, at rates ranging from 2.0% to 5.0%, depending on the location where the services were provided; Value Added Tax on Sales and Services (Imposto Sobre a Circulao de Mercadorias e Servios), or ICMS, is owed on sales revenues, at rates ranging from 7.0% to 19.0%, depending on the origin and destination of the product sold; and Tax on Industrialized Products (Imposto Sobre Produtos Industrializados), or IPI, is due on revenues generated from the sale of industrialized products ordered by our clients, and is taxed at various rates depending on the nature of the product in question. Sales to foreign purchasers, which represented 8.4%, 56.9% and 12.9% of our total sales revenue for the years ended December 31, 2007, 2008 and 2009, respectively, and 2.0%. 3.1% and 3.3%of our total gross revenue for the same periods, are either exempt from or not subject to the taxes listed above.

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Cost of Products Sold and Services Rendered

Our cost of products sold and services rendered relates to costs for implementing the projects in which we are involved, including (1) labor costs for assembly and disassembly of equipment rented to our clients when such tasks are carried out by us, (2) cost of equipment rented from third-parties, when we do not have all equipment on-hand to meet client demand and (3) freight costs relating to the transportation of equipment between our branches and to our clients. Costs related to the execution of our projects represented 92.0%, 82.8% and 77.5% of our principal costs of sales and services rendered in the years ended December 31, 2007, 2008 and 2009, respectively. In addition, our cost of products sold and services rendered also comprises (1) cost of materials used in the provision of our services, which include individual safety equipment, wood, paint and insulation material, (2) costs deriving from the sale of new equipment, (3) depreciation of equipment rented and (4) cost of used rental equipment sold. The cost of products sold and services rendered by our Heavy Construction, Jahu and Equipment Rental divisions tends to grow at a lower rate than their net sales, as part of the cost of products sold and services rendered by these divisions includes the cost of technical personnel, which is a fixed cost for these divisions. On the other hand, the services rendered by our Industrial Services division are more labor-intensive than the services rendered by our other divisions. As a result, costs for this division tend to increase (or decrease) in line with variations in the revenue generated by the division.

General, Administrative and Operating Expenses

Our main general, administrative and operating expenses relate to personnel-related expenses, in particular the payment of salaries, benefits and social security contributions related to our project teams and commercial engineers, who are responsible for the management and supervision of each of our projects. The remaining expenses in this category refer to travel and related expenses and communication expenses. Due to the nature of our business, we do not have a department only dedicated to sales. Expenses related to the management of our contracts represented 52.3%, 54.3% and 52.5% of our total general, administrative and operating expenses during the years ended December 31, 2007, 2008 and 2009, respectively. Other material general, administrative and operating expenses include: (1) expenses relating to equipment storage, (2) administrative expenses incurred with respect to our financial, investor relations, and human resources departments, as well as our executive management, including salaries and benefits, (3) expenses in connection with our employee profit-sharing plans and expenses related to our stock option plans, and (4) other administrative expenses, which include, in particular, expenses resulting from adjustments to our provisions for contingencies.

Financial Results
Our financial results consist of our financial expenses, net of financial revenues. Our main financial expenses include interest payments on loans, leasing operations, and costs associated with discounting to present value certain long-term receivables derived from the sale of equipment owned by our former Events division. Our main financial revenues consist of income from our financial investments and interest in connection with late payments by our clients.

Income and Social Contribution Taxes

Income and social contribution taxes are calculated in accordance with Brazilian tax laws and regulations in force at the date of presentation of our financial statements. Deferred income and social contribution taxes are calculated in accordance with accumulated tax losses, accumulated bases of social contributions, and the corresponding temporary differences between the asset and liability tax bases and the accounting values entered in the financial statements. The current income and social contribution tax rates applicable to the calculation of such deferred credits are 25% and 9%, respectively.

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b. Changes attributable to changes in prices, volume changes and introduction of new products and services.
The Companys revenues have a direct correlation with changes in price and volume of equipment rented to clients. Introduction of new products and services also directly impact revenue. As for inflation, the correlation of our revenue is indirect, in the extent that the adjustments take place only in the renovation or closing of new contracts, reflecting the past inflation. As regards to the exchange rate, there is no correlation to our revenue. The revenue variations over the past three years are the result of price increases above inflation, given favorable market conditions, increased volume of rented equipment and, for the Jahu Division, as a consequence of the introduction of modular concrete forms for the program

Minha Casa Minha Vida.

c. Impact of inflation. price variations of main inputs and products, exchange rate and interest rate on operating profit and the issuer's financial result.
Our expenses are subject to inflation via wage increases for employees, a raise in the cost of the hired services, such as freight, and inputs used in the provision of services, such as paints and materials for thermal insulation. Moreover, the equipment we invest in to use at our services are also subject to increases due to inflation and changes in commodity prices, mainly steel and aluminum. In the case of Rental Division, the prices of the equipment we use can increase according to the fluctuation of the exchange rate. Over the past three years, we were able to pass on all increases, preserving our margin. 10.3 The management should comment on relevant effects on Financial statements.

a.

introduction or disposal of operating segment.

In 2007, we permanently suspended the operations of our Events division, as we did not consider it sufficiently profitable. However, the results of residual operations, including with respect to the performance of obligations under agreements in force at the time of suspension of operations of our Events division, are reflected in our combined financial statements for the year ended December 31, 2008. As a result of this decision, the net revenues of this Division in 2007 were R$ 19.6 million, and R$3.7 million in 2008 when it ended. The Division had a negative EBITDA of R$1.7 million in 2008 on account of final demobilization expenditures. On the other side, from the year 2009, the discontinuation of the division, took out a focus of a business that had shown a profit after depreciation close to zero for a few years. In December of 2007, in line with our strategy to diversify our operations and taking advantage of the favorable market conditions and access to capital, we resume our activities in the rental of aerial platforms and telescopic handlers through the launch of our Rental Division.

b.

constitution, acquisition or divestiture of shareholdings.

In June 2008, the Company purchased Kina Participaes Ltda. and its wholly-owned subsidiary Jahu Indstria e Comrcio Ltda., a company that supplies engineering solutions for residential and commercial constructions using shoring structures, scaffoldings and access equipment, and that now makes up the Jahu Division. The results of Kina Participaes Ltda. and Jahu Indstria e Comrcio Ltda. are consolidated in the financial statements as from July 1, 2008. In August 2008, the two companies were incorporated by Mills, becoming a division of the business.

c.

unusual transactions or events.

We have not conducted any unusual conduct operations in the period under review.

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10.4

The management should comment on:

a. Changes in accounting practices.

Law No. 11,638 was enacted on December 28, 2007, and altered by Provisional Measure (Medida ProvisriaMP) No. 449, of December 4, 2008, amending and introducing new provisions to Brazilian Corporation Law. The main purpose of this law and MP was to amend the Brazilian Corporation Law to allow the process of convergence of the accounting practices adopted in Brazil with those included in the International Financial Reporting Standards issued by the International Accounting Standards Board (IASB). The adoption of this law and MP is mandatory for annual financial statements for years that began on or after January 1, 2008. The changes in the Brazilian Corporation Law had the following principal impacts on the financial statements of the Company: (i) Financial instrumentsthe Company contracted derivative financial instruments in order to protect transactions carried out in foreign currency. The derivative financial instruments were recognized initially by their fair value; transaction costs, when directly attributable, were recognized in the result of the year. (ii) Present value adjustmentcertain short and long-term accounts receivable were adjusted to present value, based on specific interest rates that reflect the nature of these assets considering the term, risk, currency and prefixed receipt condition, based on the initial balance of the transition date as permitted by the Brazilian Accounting Pronouncements Committee (CPC) Technical Pronouncement 13Firsttime Adoption of Law No. 11,638/07 and MP No. 449/08. The effects of the present value adjustments arising from the first-time adoption of Law No. 11,638 and MP No. 449/08 were charged to accumulated profit or loss, and those related to transactions carried out after this date with a corresponding entry to the result for the year. (iii) Financial leasethe assets acquired through a financial lease, leased to the respective financial institutions by the Company, were recorded in property and equipment and the correspondent balances payable, in Loans and financings. (iv) Intangible assetscertain intangible assets existent in the Company, recognized before the first-time adoption of Law No. 11,638/07 and MP No. 449/08, and that meet the specific requirements of CPC Technical Pronouncement No. 04Intangible asset, were reclassified from the property and equipment account group to the intangible assets specific account group.

Transitional Tax System

The Transitional Tax System (Regime Tributrio de TransioRTT) will be effective until enactment of the law that will address the tax effects of the new accounting methods, while seeking to maintain tax neutrality. The system is optional for calendar years 2008 and 2009, as long as the following are observed: (i) the RTT must be applied to both 2008 and 2009, not to only one calendar year; and (ii) the election of the RTT must be declared in the Federal Corporate Income Tax Return (DIPJ). The Company opted for the RTT in 2008. Consequently, for income tax and social contribution for net income calculation purposes in 2009 and 2008, the Company used the prerogatives defined in the RTT.

b.

Significant changes in accounting practices.

The table below shows the significant effects on our financial statements arising as a result of recent changes in accounting practices:

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Significant changes in accounting practices 2008

Changes 2007

(in thousands of R$) Balance Sheet

Fixed assets Property and equipment Intangible assets

1 1

(534) 534

Shareholders Equity Asset Valuation Adjustment2 Asset Valuation Adjustment Stock option plan (58) 1,446

Statements of Operations Present Value Adjustment - Long Term Accounts Receivable Financial Leasing Stock option plan 311 (805) (1,139) (111) -

____________________________________ 1 Variation as a consequence of transfer of the intangible asset account as an autonomous line of permanent assets not included in the fixed assets. 2 Variation resulted by losses on financial instruments for protection (hedging).

We dont recognize the effects that result from changes in accounting practices in our financial statements for the year ended December 31, 2009 and our financial information for the three months ended March 31, 2010.

c.

Qualifications and points present in auditor's report

There were exceptions or emphasis on the opinion issued by the independent auditor. 10.5 Critical accounting policies

Estimates and Judgments Used in the Preparation of Financial Statements

The preparation of the financial statements requires that management make certain judgments and estimates when accounting for assets, liabilities, and other transactions. To make these estimates, our management uses the best information available on the date the financial statements are prepared, together with experience of past or current events, even including presuppositions related to future events. The financial statements thus include estimates of the useful life of fixed assets, provisions for contingent liabilities, income tax, determining the fair value of financial instruments (assets and liabilities), among others. The results of the aforementioned transactions and information and the effective result may diverge from the estimates. We provide the following discussion about what we consider to be the relevant accounting practices used to present our financial information.

Financial Instruments Classification and measurement

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The Company classifies its financial assets according to the following categories: measured at fair value through income, loans and receivables, held to maturity. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of the financial assets when first recorded. The financial assets measured at fair value through income are held for active and frequent trading. Derivatives are also classified as held for trading, unless they have been designated as hedge instruments. These assets are classified as current assets. Gains or losses arising from the fair value variations of financial assets measured at fair value through income are recorded in the statements of income in financial result in the period they occur, unless the instrument has been contracted in connection with another instrument. In this case, the variations are recognized in the same line item in the statements of income as that affected by this other instrument. Loans and receivables comprise loans granted and receivables which are non-derivative financial assets with fixed or determinable payments, not quoted on an active market. Loans and receivables are included in current assets, except for those with maturity of more than 12 months after the balance sheet date (these are classified as non-current assets). The Companys loans and receivables comprise loans granted to associated companies, trade accounts receivable, other accounts receivable and cash and cash equivalents, excluding short-term investments. Loans and receivables are recorded at amortized cost, based on the effective interest rate method. Assets held to maturity are basically financial assets that cannot be classified as loans and receivables, because they are quoted on an active market. In this case, these financial assets are acquired with the purpose and financial ability of being held in the portfolio up to their maturity. They are evaluated at the acquisition cost, plus earnings obtained with a contra-entry to income for the year, based on the effective interest rate method.

Fair value
The fair value of investments with public quotations are based on current purchase prices. For financial assets without an active market or public quotation, the Company determines fair value through valuation techniques, which consist of the use of recent transactions with third parties, the reference to other substantially similar instruments, the analysis of discounted cash flows and option pricing models which make the greatest use possible of information from the market and the least use possible of information from Company management.

Derivative instruments and hedge activities

Initially, derivatives are recognized at fair value at the date when the derivative agreement is signed and, subsequently, recalculated at their fair value, with the fair value variations being recorded in the result, except when the derivative is recorded as a hedge of cash flows. Although the Company uses derivatives for protection, it does not apply hedge accounting. The fair value of derivative instruments is disclosed in Note 19 of the Financial Statements.

Trade accounts receivable

The accounts receivable are recognized by the accrual method upon rendering of services and/or sale to clients. The allowance for doubtful accounts is established when there is objective evidence that the Company will not receive the total amount according to the original terms of the accounts receivable. The allowance is calculated based on the analysis of credit risk, which observes the individual situation of the clients, the situation of the economic group to which they belong, the real guarantees for the debts and the evaluation of the legal advisors.

Income tax and social contribution

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The current income tax and social contribution expense is calculated in accordance with the legal tax basis in effect in Brazil at the date of the presentation of the financial statements. Periodically, management evaluates positions taken regarding tax matters that are liable to interpretation and recognizes a provision when there is expectation of income tax and social contribution payment according to the tax basis. Deferred tax assets are recognized to the extent that it is probable sufficient future taxable profit will be available to be offset by temporary differences and/or tax losses, considering projections of future income based on internal assumptions and future economic scenarios which may, therefore, suffer changes.

Property and equipment: own use and rental and operating use
The major part of the income of the companies arises from equipment rental, whether through only rental or rental together with assembly and disassembly. The property and equipment (own use) consists mainly of the facilities to store the equipment mentioned above, offices, furniture, improvements and equipment necessary for the operation of these facilities. These are stated at historical cost less depreciation. Historical cost includes expenses directly assigned to acquisition of assets of property and equipment. Subsequent costs are incorporated to the net value of the property and equipment or recognized as a specific item, as appropriate, only if the economic benefits associated to these items are probable and the values reliably measured. The residual balance of the substituted item is written-off. Other repairs and maintenance costs are allocated directly to the results when incurred. The depreciation is calculated on the straight-line method, at rates disclosed in Note 5, which take into account the estimate of the assets useful lives. Land is not depreciated. Gains and losses on sales are determined by comparing the sales amounts with the book value and are included in the operating result. The assets residual amounts and the estimated useful lives are reviewed and adjusted, if appropriate, at each closing date of the balance sheet. In the appraisals and calculations carried out by the Company, the useful lives used have proved to be very accurate estimates of the real utilization of the equipment and assets.

Impairment of assets
Property and equipment and other non-current assets, including goodwill and intangible assets, are reviewed annually to identify evidence of unrecoverable losses, and also whenever events or alterations in the circumstances indicate that the book value may not be recoverable. In this case, the recoverable value is calculated to verify if there is any loss. In the event of loss, it is recognized at the amount by which the book value of the asset exceeds its recoverable value, which is the higher between the fair value less cost to sell and the value in use of an asset.

Leases
The Company leases certain items of property and equipment. The lease of items of property and equipment in which the Company substantially holds all the risks and benefits of the property of the assets is classified as a finance lease. A finance lease is recorded in property and equipment by the lower value between the fair value of the leased property and the present value of the payment of the installments of the lease. The assets acquired through a finance lease are depreciated by the straight-line method by the lower between the useful life of the asset and the time of the finance lease contract (Note 5). The balances of the financial leases are presented in the current liabilities and non-current liabilities, in the account Loans and financings.

Provisions

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Provisions are recognized when the Company has a legal or constructive present obligation as a result of past events, it is probable that a cash outflow is necessary to settle the obligation, and a reliable estimate of the amount can be made. The provisions for contingencies are recorded by the amount of probable losses, considering the nature of each contingency (Note 10). The management, supported by the opinion of its legal advisors, understands that the constituted provisions are sufficient to cover eventual losses with on-going lawsuits. On the provisions for contingencies are due monthly charges using the correction index of the rate of the Special System for Settlement and Custody (Sistema Especial de Liquidao e CustdiaSELIC). The provision increments are recognized as expenses in the result. On December 31,2007, 2008 and 2009, the provision contingencies totalized R$16.9 million, R$22.3 million and R$8.5 million respectively.

Share-based payments remuneration

The Company offers to its employees and executives share-based payments remuneration plans to be converted in ordinary shares of the Company, according to which the Company receives the services in consideration for the share purchase option. The fair value of options granted is recognized as an expense, during the period in which the right is obtained, i.e., the period during which specific vesting conditions must be met. At the date of the balance sheet, the Company revises the estimated number of options which will vest and, subsequently, recognizes the impact of the change in initial estimates, if any, in the statement of income with a contraentry to stockholders equity on a prospective basis.

Revenue recognition
Sales revenue is recognized when significant risks and benefits of ownership of goods are transferred to the purchaser. The Companys policy of revenue recognition, therefore, is the date on which the product is delivered to the purchaser. Income from services rendered is recognized based on the phase of execution of the services carried out up to the balance sheet date, in accordance with the percentage of total services to be carried out, providing that all the costs related to services can be reliably measured. 10.6 With respect to internal controls established by the Company to ensure the preparation of reliable financial statements, management should comment on:

a.

Efficiency of such controls, and any flaws and steps taken to correct them

We believe that our internal controls are adequate to ensure the preparation of reliable financial statements.

b. Weaknesses and recommendations on internal controls present in the report of the independent auditor
As shown in the internal control report of our independent auditors, there is no significant deficiency in our internal control practices. 10.7 Managements comments on the use of funds from public offers for distribution of securities Not applicable.

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10.8 Managements comments on significant items not included in the balance sheet and their effects on the consolidated financial statements Not applicable. 10.9 Managements comments about the obligations not accounted in financial statements.

Not applicable. 10.10 Management shall indicate and comment on key elements of the Company's business, specifically exploring the following topics:

a. Investments, including: (i) quantitative and qualitative description of the investments in progress and planned investments; (ii) sources of investment financing and (iii) relevant divestitures ongoing and planned
We plan our investment policy in accordance with our cash flow and credit availability in the market. Exceptionally, for extraordinary capital disbursements, rely on capital ivestments from our shareholders, as occurred in the acquisition of Jahu commented below. To ensure the necessary amount of capital for the implementation of our investment plan, we constituted a statutory reserve, of which our shareholders may allocate up to 75% of net income, provided that such reservation does not exceed the limit of 80% of the capital. We present below major investments made in the course of the years ended December 31, 2007, 2008 and 2009, and highlight the investment budget for fiscal year 2010.

Acquisition of Jahu Indstria e Comrcio Ltda.

In June 2008, we acquired Kina Participaes Ltda., or Kina, and its wholly-owned subsidiary Jahu Indstria e Comrcio Ltda., or Jahu Indstria, for R$60.1 million. Jahu Indstria was a provider of engineering solutions and shoring, scaffolding and access equipment for use in residential and commercial construction projects. The results of operations of Kina and Jahu Indstria have been included in our combined financial statements from July 1, 2008. Kina and Jahu Indstria were merged into our company on August 30, 2008, and established as our Jahu division.

Investments in 2007, 2008 and 2009

We experienced a period of rapid expansion in 2007, 2008 and 2009, due in large part to the acquisition of Jahu Indstria and the launch of operations of our Equipment Rental division. Our principal investments in this period and those planned for 2010 are described below:

Heavy Construction Division

Our Heavy Construction division invested R$30.6 million, R$66.5 million and R$23.5 million in 2007, 2008 and 2009, respectively, primarily in connection with the acquisition of shoring structures and industrialized steel and aluminum formwork.

Industrial Services Division

Our Industrial Services division invested approximately R$16.8 million, R$29.4 million and R$5.4 million during the years ended December 31, 2007, 2008 and 2009, respectively, primarily in the acquisition of equipment and raw materials. These purchases included aluminum flooring, and third-party equipment that had previously been rented by the division.

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Jahu Division
Jahu invested R$5.2 million in 2007 (prior to its integration to our operations) in shoring equipment and suspended scaffolding. In 2008, our Jahu division invested R$6.5 million in shoring equipment, formwork and suspended scaffolding. In 2009, the division invested R$16 million in the acquisition of shoring equipment, industrialized steel and aluminum formwork.

Equipment Rental Division

In 2007, our Equipment Rental division invested R$5.7 million to acquire equipment and to establish operations in the states of Minas Gerais, Rio de Janeiro and Bahia. In 2008, this division invested R$61.5 million to commence operations in the state So Paulo and to continue to acquire new rental equipment. In 2009, we continued to implement our strategy of expanding of our portfolio of aerial platforms and telescopic handlers, investing approximately R$30 million in the acquisition of such equipment.

Investments Planned for 2010

We expect to invest a total of approximately R$338 million in 2010, primarily to expand the geographic reach of the operations of our Industrial Services, Jahu and Equipment Rental divisions, and to acquire additional equipment for all of our divisions. The following table sets forth our planned investments for 2010 by division.
Division Projects Investments in 2010 (in millions of R$) Acquisition of equipment, primarily shoring structures and industrialized formwork. Acquisition of equipment, primarily tubes, aluminum flooring, Mills Lock Access systems and modules; and opening two new branches. Acquisition of equipment, primarily shoring structures, industrialized and aluminum formwork; and opening new branches. Opening new branches, as well as acquisition of equipment necessary to run these branches and to meet the demand for the services rendered by existing branches. All four divisions Acquisition of goods, materials and supplies for the facilities used by each of our divisions 97.6 30.2

Heavy Construction Industrial Services

Jahu

106.4

Equipment Rental

91.5

12.3

We intend to finance our investments through (i) the proceeds obtained in our initial public offering, and (ii) cash generated from our own activities.

b. Since it has already disclosed, indicate the purchase of plants, equipment, patents or other assets that should materially affect the productive capacity of the Company
The Company has in its budget provided for the continued expansion of its operations, through the purchase of equipment for part of which orders have already been made.

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c. New products and services indicating: (i) description of ongoing research already published, (ii) the total amounts spent by the Company in research to develop new products or services, (iii) development projects already announced, and (iv) the total amounts spent by the Company in development of new products or services
Providing innovative solutions is a constant mark of our activities and a key aspect to our loyal customers. However we dont realize internally research and development. We visit the main national and international fairs of the industrial equipment and construction annually to meet the major technological innovations available to the industry in which we operate. Furthermore, we visit the factories of leading national and international manufacturers of equipment and construction sites around the world to assess the functioning and operation of advanced equipment available for purchase. Recently, we visit manufacturers in China and India as well as construction sites where the equipment supplied by such manufacturers were in operation. The equipment that we studied in these visits will be used by us in Brazil. The works included in the "My Home. My Life of Brazilian federal government. We do not develop new products and services, so we dont incur expenses related to the research and development. All the technology and innovation present in our equipment and offered to our clients come from our suppliers. For this, we seek to acquire or license new technologies from third parties on acceptable terms in the domestic and international market, preferably with usual suppliers with whom we seek to establish long term partnerships. As an example of such partnerships, we entered into a licensing contract in 1996 with the German company NOE Schaltechnik, to produce and supply modular steel and aluminum panel formwork (replacing the wood) for the Brazilian construction market, an innovation in the Brazilian market. 10.11 Comments on other factors that significantly influenced the operational performance and have not been identified or commented on other items in this section There are no additional comments to be included.

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11.

PROJECTIONS

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11.1

Identification of projections

Not applicable.

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12.

GENERAL MEETINGS AND ADMINSTRATION

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12.1

Administrative Structure

a.

Responsibilities of each body and committee

BOARD OF DIRECTORS: Our board of directors is a decision-making body responsible for both formulating and monitoring the implementation of the general guidelines and policies of our business, including our long-term strategies, and appointing and supervising our executive officers. In accordance with our bylaws and the Novo Mercado Listing Rules, our board of directors shall be comprised of a minimum of five and a maximum of 11 members. Members of our board of directors are to be elected for a continuous two-year term. Further, such members may be reelected and removed from office at any time by a decision of our shareholders at a general shareholders meeting. Pursuant to the Brazilian corporate law and CVM Instruction No. 282, dated June 26, 1998, the minimum percentage of voting capital required to adopt cumulative voting in publicly-held companies is 5%. If the adoption of cumulative voting is not required, our directors will be elected by a majority vote of our shareholders. CVM pronouncement of November 8, 2005 established that shareholders who, individually or collectively, represent at least 10% of shares of publicly-held companies, are entitled to appoint a director and its deputy in separate voting. In order to serve on our board of directors, the Novo Mercado Listing Rules requires all members to execute a management compliance statement. Through the Compliance Agreement, new members of our Board of Directors are personally responsible to act in accordance with the Novo Mercado, with the Rules of the Arbitration Chamber and the Novo Mercado Listing Rules. Our board of directors is currently comprised of 11 members. At the annual general shareholders meeting held on March 12, 2010, our shareholders elected seven new members to our board of directors. The new directors were elected for a two-year term expiring on March 12, 2012. The table below indicates the name, age, years of experience, title, date of election to the board of directors (both first and last date) and the term of office of the current members of our board of directors.
Date of First Election to our Board of Directors 1998 1998 1998 2007 2009 2010 2010 NA

Name Andres Cristian Nacht........... Diego Jorge Bush................. Elio Demier.......................... Nicolas Wollak...................... Gustavo Felizzola.................. Pedro Chermont............... Pedro Malan...................... Jorge M. T. Camargo........

Age 67 66 59 48 32 36 67 56

Title Chairman Director Vice Chairman Director Director Director Independent Director Director

Date of Last Election to our Board of Directors 03.12.2010 03.12.2010 03.12.2010 03.12.2010 03.12.2010 03.12.2010 03.12.2010 NA

Term of Office 03.12.2012 03.12.2012 03.12.2012 03.12.2012 03.12.2012 03.12.2012 03.12.2012 03.12.2012

Pursuant to Brazilian corporate law, each of our directors must be a shareholder of our company. However, no minimum share ownership is required. Further, according to the Novo Mercado Listing Rules, a companys board of directors must be comprised of at least five members, of whom at least 20% must be independent directors in accordance with Brazilian Law.

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The decisions of our board of directors are taken by a majority vote of its members. Under Brazilian corporate law, members of our board of directors may not vote on any matter or intervene in any transaction that would create a conflict of interest between us and that board member. EXECUTIVE BOARD Our executive officers are our legal representatives and are principally responsible for the day-to-day management of our business and for implementing the general policies and guidelines established by our board of directors. The Brazilian corporate law provides that executive officers must reside in Brazil and that they may or may not be shareholders of the company in which they serve. In addition, up to one-third of the members of a companys board of directors may also serve as executive officers. The members of our board of executive officers are elected by our board of directors for one-year terms and they may be reelected. Any executive officer may be removed by our board of directors before the expiration of his or her term. According to our bylaws, our board of executive officers must be comprised of four to 11 officers, including one chief executive officer and one chief financial officer. In order to serve on our board of executive officers, the Novo Mercado requires all of our executive officers to execute a management compliance statement. Further, the decisions of our board of executive officers are taken by a majority vote of its members. Under Brazilian corporate law, members of our board of executive officers may not vote on any matter or intervene in any transaction that would create a conflict of interest between us and that executive officer. The table below shows the name, age, years of experience, position, date of election and term of the current members of our executive committee:
Name Ramon Nunes Vazquez............. Erik Wright Barstad .............................. Roberto Carmelo de Oliveira.......... Frederico tila Silva Neves............. Alessandra Eloy Gadelha...............
____________________________

Age 56 53 55 52 32

Title Diretor Presidente Heavy Construction and Jahu Officer Industrial Services Officer CFO Investor Relations Officer

Election Date 03.16.2011 03.16.2011 03.16.2011 03.16.2011 03.16.2011

Term of Office 1 year 1 year 1 year 1 year 1 year

FISCAL COUNCIL

Under the Brazilian Corporate Law, the Fiscal Concil is responsible for (1) reviewing the managements activities and the financial statements, and report its findings to the shareholders.

Under the Brazilian Corporate Law, the Fiscal Concil is responsible for: (i) reviewing, by any of its members, the actions of management and verify compliance with its legal and statutory duties; (ii) opine on management's annual report, including in its opinion the additional information it deems necessary or useful to the General Meeting decision; (iii) give their opinion on the administrations proposals, to be submitted to the General Meeting, relating to changes in capital, issuance of debentures or warrants, capex plans or capital budget, capital distribution, dividend distribution, transformations, incorporations, merger or split up; (iv) report, by any of its members, to the administrators or, if they do not take the necessary action to protect the interests of the company, to the general meeting, the mistakes, fraud or crimes they find out, and suggest necessary measures to the company; (v) convene the ordinary shareholder meeting, if the administrative bodies delay for more than one month calling, and extraordinary, whenever there are serious or urgent matters, including in the agenda the subjects they deem; (vi) analyze, at least quarterly, the balance sheet and other financial statements periodically prepared by the company; (vii) review and give an opinion on the financial statements
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of the fiscal year; and (viii) exercise those powers during the settlement, in view of the special rules that govern it. According to the Company's Bylaws, the Fiscal Council does not work on a permanent basis, being installed in the fiscal years in which there is the request of shareholders, and will consist of three members and an equal number of alternates, shareholders or not, resident in Brazil and elected at the general meeting. All new members of the Fiscal Council must sign a Fiscal Council Compliance Statement, conditioned on possession in their respective offices the signing of this document. Through the Compliance Agreement, new members of our Board of Directors are personally responsible to act in accordance with the Novo Mercado, with the Rules of the Arbitration Chamber and the Novo Mercado Listing Rules. At the the Ordinary and Extraordinary General Meeting held on 19 April 2011, the Company's shareholders have requested the installation of the Fiscal Council and elected three members and three alternates. The table below presents name, age and title of the Fiscal Council members:
Year of First Election 2011 2011 2011 2011 2011 2011 2011 Year of Last Election 2011 2011 2011 2011 2011 2011 2011

Name Rubens Branco da Silva Fabiana Alfradique de Oliveira Eduardo Botelho Kiralyhegy Maria Cristina Pantoja da Costa Faria Mauricio Rocha Alves de Carvalho Peter Edward Cortes Marsden Wilson

Age 61 26 32 34 49 35 President Substitute Member Substitute Member Substitute

Title

b.

Date of formation of Fiscal Council and Committees

As a request of the Companys shareholders, the Fiscal Council was installed and its members and respective alternates were elected at the Ordinary and Extraordinary General Meeting held on April 19, 2011.

c.

Mechanisms for evaluating the performance of each body or committee

The activities from the Executive Officers are supervised and evaluated by the Board of Directors, whose performance is an object of appreciation by our shareholders. We do not adopt mechanisms or pre-set avaliation methods to measure the performance of our Administration. For compensation and calculation purposes of the aggregated economic value that will determine the output participation, the organs of our Administration are, jointly with our employees, evaluated based on the results obtained by the Company.

d.

Executive officers, responsibilities and individual powers

Is the responsibility of the Chief Executive Officer: (i) assemble and preside the Executive Officers meetings; (ii) maintain permenant coordination between the Executive Officers and the Board of Directors; (iii) fulfill and comply with effort, the present bylaw, and the Board's deliberations from the Board of Directors and General Meetings. Is the responsibility of the Investor Relations Officer to: (i) release and inform CVM and BM&FBOVESPA, in case needed, any act or relevant fact occurred or related to the Companys business. As well as, ensure the immediate dissemination, simultaneously in all markets where such securities are negociated, besides to other duties established by the Board of Directors; (ii) provide information to the investors; and (iii)

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keep the Companys registration updated, providing the necessary information to do so. All in accordance with the applicable rules of CVM.

e. Mechanisms for evaluating the performance of the Board of Directors, committees and the Executive Board
See item 12.1(c). 12.2 Description of rules, policies and practices with respect to general meetings:

a.

Notifications

Brazilian Corporate Law for listed companies requires that all general meetings are called after three publications of the same in the Federal Gazette (Dirio Oficial da Unio) of the State in which the company is based, as well as in another newspaper with a wide circulation. The Companys publications are currently placed in the Rio de Janeiro State Gazette, the official means of communication used by the state government of Rio de Janeiro, as well as in the daily newspaper; Valor Econmico, with the first call made at least 15 days before the meeting, and the second eight days before, as stipulated in our bylaws. However, the CVM can, in specified circumstances, determine that the first call for a general shareholders meeting be made with 30 days prior notification from the date on which the documents related to the issues to be decided upon are made available to shareholders.

b.

Powers

Without prejudice to the other matters provided for by law, Shareholders General Meeting solely shall: Take the management accounts, examine, discuss and vote on the Company's financial statements; Make amendments to the By-Laws; Assign bonus shares and decide on possible share reverse splits and splits; Elect and dismiss members of the Board of Directors; Elect and dismiss members of the Board of Auditors, if installed; Establish plan for granting call option or subscription for shares to directors and employees of the Company and its subsidiaries; Resolve on the cancellation of open capital company registration before the Brazilian Securities and Exchange Commission, under Chapter VII of the By-Law; Resolve, under Chapter VII of the By-Law, on the delisting from the Novo Mercado, and Select among the companies indicated in a triple list by the Board of Directors, a specialized company to be responsible for elaborating an appraisal report of the company shares in the event of cancellation of company registration with the CVM and its delisting from the Novo Mercado, between the companys indicated by the Board of Directors.

c. Addresses (physical or electronic) at which documents relating to the General Meeting shall be available to shareholders for their review

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The documents related to the issues to be decided upon at the general shareholders meeting will be available to shareholders at the Companys headquarters, located at: Estrada do Guerengu n 1,381, Taquara, Jacarepagu, in the City and State of Rio de Janeiro.

d.

Identification and handling of conflicts of interests

See item 16.3 for a description of the mechanisms we use to avoid and mitigate conflicts of interest.

e.

Request for power-of-attorney by the directors to exercise voting rights

Requests for power of attorney and proxy are based on the legal and regulatory requirements. To date, our management has never made any public request for power of attorney or proxy.

f. Necessary formalities to accept powers-of-attorney granted for shareholders, indicating if the Company receives powers from shareholders electronically
As defined in the Companys bylaws, the shareholders can be represented at its General Shareholders meetings by proxy established for at least a year and is either a shareholder or company manager, lawyer or financial institution, with the relevant document for the proof of mandate deposited at the Companys headquarters within a maximum period of 48 hours before the scheduled date of each AGM. The Company does not accept powers of attorney granted by electronic means.

g.

Internet forums and pages for shareholders comments relating to minutes

The Company does not keep Internet forums and pages for shareholders to receive and share comments relating to minutes.

h.

Transmission of meetings by live video or audio

The Company does not transmit meetings by live video or audio.

i.

Mechanisms allowing for inclusion of shareholders proposals

There are no mechanisms allowing for the inclusion of shareholders proposals

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12.3

Dates of Newspaper Publications

2009 Date(s) of Newspaper Publicated publication Newspaper -(2) -(2) 2008 Date(s) of Newspaper Publicated publication Newspaper -(3) -(3) 2007 Date(s) of Newspaper Publicated publication Newspaper -

Announcement to shareholders comunicating the disponibilization of the Financial Statements Summoning of the General Ordinary Assembly which dealt with the Financial Statements Minute of the General Ordinary Assembly which dealt with the Financial Statements Financial Statements

-(4)

-(4)

-(1)

-(1)

04/16/2010

03/05/2010

DOE-RJ Monitor Mercantil Valor Econmico DOE-RJ Monitor Mercantil

05/14/2009

DOE-RJ Monitor Mercantil DOE-RJ Monitor Mercantil

04/29/2009

_______________________ 1 Not applicable, considering that the Company was a limited company until January 29, 2009. 2 A formality dispensed with by all shareholders in the Company at the General Shareholders meeting in 2010. 3 Communication sent to shareholders in the form of personal notifications. 4 Ordinary General Shareholders meeting held without the need for any prior notification, given the presence of all shareholders in the Company.

12.4

Board rules, policies and practices

The Board of Directors shall consist of a minimum of five (5) and a maximum of eleven (11) members, all shareholders, of which 20% shall be independent, elected at a General Meeting for a unified 2 (two)-year term of office and who may be reelected. In the event of a fractional number of directors as a result, due to the compliance with this percentage, the fractional number shall be rounded off to: (i) the next higher whole number, where the fraction is equal or higher than 0.5 (five tenths); or (ii) next lower whole number, where the fraction is lower than 0.5 (five tenths).

a.

Frequency of meetings

The Board of Directors holds ordinary meetings once a month, and extraordinary meetings, whenever corporate interests so require.

b. Shareholder provisions establishing voting restrictions on members of the Board of Directors

Does not exist

c.

Identification rules and handling of conflicts of interest

See item 16.3. 12.5 Description of binding clause, if applicable, in the bylaws for the resolution of conflicts by and between shareholders and the Company through arbitration Under article 46 of the Bylaws, the Company, its shareholders, administrators and members of the Audit Committee are to resolve through arbitration any dispute or controversy that may arise between them, related or arising, in particular, application, validity, effectiveness, interpretation, violation and its effects,
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from the provisions of the Rules of the Novo Mercado on the Bylaws, in the Corporations Law, on the rules issued by the National Monetary Council, the Brazilian Central Bank or by CVM, on the other applicable rules to the functioning of capital markets in general, beyond those contained in the Listing Novo Mercados and the Arbitration Rules from the Arbitration Market Board, which must be conducted with the Arbitration Market Board established by BM&FBOVESPA, in accordance with the Boards regulations, can parties, under Chapter 12 of the same law, agree in mutual agreement to another Board or arbitration center to resolve their disputes. 12.6 Directors and members of the Fiscal Council

Board of Directors Our board of directors is currently comprised of seven members, elected at the annual general shareholders meeting held on March 12, 2010. The new directors were elected for a two-year term expiring on March 12, 2012. The table below indicates the name, age, and positions of the board of directors.
Date of Last Election 03.12.2010 03.12.2010 03.12.2010 03.12.2010 03.12.2010 03.12.2010 03.19.2011 Elected by the Controller Yes Yes Yes Yes Yes Yes Yes

Name Andres Cristian Nacht Elio Demier Diego Jorge Bush Nicolas Wollak Pedro Chermont Pedro Malan Jorge Marques de Toledo Camargo

Age 67 59 66 48 36 67 57

Profession Business Administrator Social Communicator Business Administrator Executive Engineer Economist Geology and Geophysics

CPF 098.921.337/49 260.066.507-20 060.903.038-87 057.378.217-22 023.120.657-70 028.897.227-91 114.400.151-04

Position President Vice-President Director Director Director Independent Director Director

Starting Date 03.15.2010 03.15.2010 03.15.2010 03.15.2010 03.15.2010 03.15.2010 03.15.2010

Term of Office 2 years 2 years 2 years 2 years 2 years 2 years 1 year

Other Positions No No No No No No No

Board of Executive Officers Our executive officers are our legal representatives and are principally responsible for the day-to-day management of our business and for implementing the general policies and guidelines established by our board of directors. According to the Brazilian Corporate Law, each member of the executive board should be resident in the country, and may or may not be a shareholder. In addition, up to a maximum of one-third of the positions of the board of directors may be occupied by members of the board of directors. The members of our board of executive officers are elected by our board of directors for one-year terms and they may be reelected. Any executive officer may be removed by our board of directors before the expiration of his or her term. According to our bylaws, our board of executive officers must be comprised of four to 11 officers, including one chief executive officer, one chief financial officer and the others without specific designation. All new members of the Board of Executive Officers must sign a Statement of Consent of Directors, conditioned on possession in their respective positions to the signing of this document. By this Consent Agreement, the companys new management is personally committed to act in accordance with the Participation Agreement of the Novo Mercado, Arbitration Rules of the Market Arbitration Committee and the Rules of the Novo Mercado.
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The table below shows the name, age, years of experience, position, date of election and term of the current members of our executive committee.
Name Ramon Nunes Vazquez Erik Wright Barstad Roberto Carmelo de Oliveira Frederico tila Silva Neves Alessandra Eloy Gadelha Age 56 53 55 52 32 Profession Engineer Engineer Business Administrator Engineer Engineer CPF 336.997.807-59 012.491.708-93 399.935.827-00 595.166.407-10 021.092.597-36 Position Chief Executive Officer Officer Officer Officer Officer Date of Last Election 03.16.2011 03.16.2011 03.16.2011 03.16.2011 03.16.2011 Starting Date 03.16.2011 03.16.2011 03.16.2011 03.16.2011 03.16.2011 Term of Office 1 year 1 year 1 year 1 year 1 year Other Positio ns No No No No No Elected by the Controller Yes Yes Yes Yes Yes

Fiscal Council
Date of Last Election 04.19.2011 04.19.2011 04.19.2011 04.19.2011 04.19.2011 04.19.2011 Starting Date 05.04.2011 05.04.2011 05.04.2011 05.04.2011 05.04.2011 05.04.2011 Term of Office 1 year 1 year 1 year 1 year 1 year 1 year Other Positio ns no no no no no no yes yes yes yes no Elected by the Controller yes

Name Rubens Branco da Silva Fabiana Alfradique de Oliveira Eduardo Botelho Kiralyhegy Maria Cristina Pantoja da Costa Faria Mauricio Rocha Alves de Carvalho Peter Edward Cortes Marsden Wilson

Age 61 26 32 34 49 35

Profession Lawyer Lawyer Lawyer Lawyer Engineer Administrator

CPF 120.049.107-63 105.418.687-13 082.613.217-03 886.793.577-15 709.925.507-00 168.126.648-20

Position President Aternate Member Aternate Member Aternate

12.7 Provide information mentioned in item 12.6 related to the members of the statutory committees, as well as audit, risk financial and remuneration committees even if such committees or structures are not statutory The Company does not have any committees installed. 12.8 Summary of the business experience, activities and areas of expertise of the directors and members of our Fiscal Council 12.8.1 Board of Directors

Andres Cristian Nacht has been the Chairman of our board of directors since 1998. The son of Mr. Jose

Nacht, one of the founders of our company, Mr. Nacht has a degree in Business Administration from Cambridge University. In 1965, Mr. Nacht joined GKN, a British engineering company, where he worked for three years, holding engineering posts in both the UK and France. Mr. Nacht became a director of our company in 1969 and was appointed managing director in 1978, a position he held until 1998 when he

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became the Chairman of our Board of Directors. On the past five years, Mr. Nacht has been our Board of Directors President. Elio Demier is a graduate of Social Communication from the Fluminense Federal University. He also holds an MBA from the Institute of Post-Graduation and Research in Administration of the Rio de Janeiro Federal University. He served as our chairman from 1998 to 1999 and has been a member of our board of directors since 1998. Main member and Vice-President of our Board of Directors since 1998, besides that he has occupied our presidency in the period of 1998 to 1999. Over the past five years, besides being a member of our Board of Directors, Mr. Demier was President of the Bomtexto Publisher, company in the book publishing business located in Rio de Janeiro.

Diego Jorge Bush has a degree in Business Administration from Yale University and also holds an MBA

from Harvard Business School. Having worked as Chairman of the Consumer Financing Sector of Bank Boston, an office he held until 1973, Mr. Bush has significant experience in company administration. After leaving this position, Mr. Bush founded a specialist finance brokerage company which he manages todate. He was Chairman of So Paulo Alpargatas S.A from 1988 to 1997. Mr. Bush has been a member of our board of directors since 1998. On the past five years, besides begin a member of our Board of Directors committee, Mr. Bush was president of the Edim Comercial e Imobiliria Ltda., company in the Real State business located in So Paulo.

Nicolas Wollak has been a member of our Board of Directors since 2007. Graduated from Harvard
University. Mr. Wollack is a founder of the Axxon Group in Brazil (manager of Natipriv. one of our shareholders), where he is executive since 2001. On the past five years, Mr. Wollack has been executive in the Axxon Group in Brazil, being one of the responsible for the inverstments in its investment funds.

Gustavo Felizzola has been a member of our board of directors since June 2009. Gustavo has a degree in Civil Engineering from PUC-Rio de Janeiro and holds a post-graduate degree in business administration from Harvard University. Mr. Felizzola is currently a partner and member of the investment team of Investidor Profissional Gesto de Recursos Ltda. Before taking up his position as such, Mr. Felizzola was Chief Financial Officer of Inpar S.A., a publicly-held real estate company, worked for Gafisa S.A., a publicly-held real estate company, in treasury and investor relations; and was Chief Financial Officer of FIT Residencial Ltda., a subsidiary of Gafisa S.A. which focused on the low-income segment. On the past five years, Mr. Felizzola was (i) member of the Investor Profissional (November 2008 to date), as being one of the responsibles for the investment of its investment funds; (ii) Chief Financial and Investor Relations Officer from Inpar S.A., a civil construction company (April 2008 to November 2008); (iii) Director of FIT Residencial Ltda, company in the civil construction business, being the one of the responsibles for its operations (April 2007 to April 2008); (iv) Investor Relations and Capital Markets Manager from Gafisa S.A., civil construction company, responsible for capital markets area and investor relations (March 2006 to March 2007); and (v) Treasury Manager of Gafisa S.A. responsible for the treasury of the Company (February 2005 to March 2006). Pedro Chermont has been a member of our board of directors since March 2010. Mr. Chermont has a degree in Civil Engineering from PUC-Rio de Janeiro. He is the funding partner and portfolio manager of Leblon funds. Mr. Chermont has 15 years of experience in the Brazilian equity market, having worked 13 years at Investidor Profissional, one of the first independent asset management companies in Brazil. Mr. Chermont joined Investidor Profissional in 1995 and became one of its partners in 1999. He was also a manager of IP Participaes from July 2000 to June 2008, having delivered annualized returns net of fees of 22% (against 17% for the Ibovespa for the period) with half of the benchmark volatility. Mr. Chermont has served as a member of our board of directors between July 9, 2007 and August 20, 2008, as well as member of the board of directors of Globex Utilidades S.A., Ponto Frio.com, Saraiva S.A., and Rossi Residencial S.A. He is currently the chairman of the board of directors of Casa Show S. A. and a member of the board of directors Companhia Brasileira de Distribuio, which is the holding company of Po de Acars group.

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Pedro Sampaio Malan has been a member of our board of directors since March 2010. Mr. Malan obtained a degree in electrical engineering in 1965 from the Polytechnic School at Pontifical Catholic University of Rio de Janeiro (PUC-RJ). He holds a Ph.D. in economics from the University of Berkeley. He currently serves as chairman of the board of directors of Unibanco-Itau, member of the advisory board of Alcoa Alumnio S.A., member of the board of directors of Energias do Brasil and vice chairman of the board of directors of Globex Utilidades S.A. Mr. Malan is a professor at the Department of Economics at PUC-RJ, and has published essays and articles in economic journals and books, both in Brazil and abroad. He served as Brazils Minister of Finance from 1995 to 2002; as President of the Central Bank of Brazil from 1993 to 1994; as Special Counsel and Chief External Debt Negotiator of the Ministry of Finance from 1991 to 1993; as Executive Director of the World Bank from 1986 to 1990, and again from 1992 to 1993; as Executive Director of the Inter-American Development Bank from 1990 to 1992; as Director of the Center of Transnational Corporations in New York from 1983 to 1984; and as Director of the UN Department of International Economic and Social Affairs in New York from 1985 to 1986. Over the past five years, none of the members of our Board of Directors has suffered any (a) criminal conviction; (b) conviction in an administrative proceeding of CVM; or (c) any conviction that has become final in the judicial or administrative area, that has suspended or disqualified our members of the practice of professional or commercial activity whatsoever. 12.8.2 Board of Executive Officers

Ramon Nunes Vazquez has been our chief executive officer since 2009, returning to our company in 2007 as our Rentao Division Officer, after more than six years serving as Chief Executive Officer of Solaris Equipamentos e Servios Ltda, an equipment rental company. Mr. Vazquez has over 30 years of
experience in our business sector, graduated in Civil Engineering from the Rio de Janeiro Federal University (UFRJ) and with a degree in Marketing from Pontifcia Universidade Catlica do Rio de Janeiro (PUC/RJ). Mr. Vazquez also holds an MBA in Marketing from PDG/RJ. Over the past five years, Mr. Vazquez was CEO of Solaris, whose activities are stated above (until 2007), served as our Rental Division Officer (2007 to 2009) and our Chief Executive Officer (from 2009 to the present date).

Erik Wright Barstad has been executive officer responsible for the Heavy Construction and Jahu divisions

since 1998 and has over 30 years experience in this market. He has a degree in Civil Engineering from the Mackenzie Presbyterian Faculty of So Paulo and a degree in Marketing from PUC/RJ. Mr. Barstad also holds an MBA from PDG/RJ. On the past five years, Mr. Barstad was our Construction Division Officer, and since 2008 responsible for our Jahu Division.

Roberto Carmelo de Oliveira has been the executive officer responsible for our Industrial Services division

since 1999. He has a degree in Civil Engineering from Souza Marques University. Mr. de Oliveira holds an Executive MBA from PDG/IBMEC and obtained a specialization diploma from the Trevisan Business School of So Paulo. For two years Mr. Oliveira worked at Ecia Irmos Arajo Engenharia e Comrcio Ltda, followed by five years at the technical division of Construtora Norberto Odebrecht S.A. In 1981, Mr. Carmelo de Oliveira began working at our company as an engineer and today he has 28 years of experience in that sector. On the past five years, Mr. Oliveira was our Maintenance Division Officer and since 2008 for our Industrial Services Division.

Frederico tila Silva Neves has been our Chief Administrative Officer since 1997. In 1999, Mr. Neves also

became our Chief Financial Officer. He has a degree in Civil Engineering from the Rio de Janeiro Federal University and in 1984 was awarded a Masters Degree in Business Administration by the Institute of PostGraduation and Research in Administration (COPPEAD) of the Federal University of Rio de Janeiro. Before joining Ceras Johnson Ltda. as controller in 1990, Mr. Neves worked for six years at large multinational companies in the industrial and financial sectors. Over the past five years Mr. Neves has been our Chief Financial Officer.
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Alessandra Eloy Gadelha has a bachelors degree in chemical engineering from the Universidade Federal do Rio de Janeiro (UFRJ) and a masters degree in Business Administration from Rensselaer Polytechnic
Institute, located in the state of New York, in the US. In the past five years, Mrs. Gadelha worked in the Investors Relations department at Vale S.A., before coming to Mills to be our Investor Relations Executive Officer since July 2010. The following is a summary of the experience and principal business interests of the current members of our Fiscal Concil: Rubens Branco da Silva obtained a degree in Law from the Federal University of Rio de Janeiro (UFRJ) and in Accounting by the Accounting and Administrative School Moares Junior. He worked professionally at Arthur Andersen for 29 years, being 20 years as an associate responsible for the Tax and Legal area. Currently a member of the Advisory Board of the SR-Rating, the American Chamber of Commerce for Brazil-Rio de Janeiro, and the Board of Mediation and Arbitration of Rio de Janeiro. He is also a member of the Brazilian Institute of Financial Executives (IBEF), Brazilian Association of Financial Law (ABDF) and the International Fiscal Association (IFA), the Chamber of Commerce and Industry Brazil-Germany (AHK), Business Council of Commerce Association of RJ (ACRJ) and a vowel from the Board of Commerce of the State of Rio de Janeiro. He is currently a partner at the Branco Tax Consultants Ltda. Eduardo Botelho Kiralyhegy graduated in Law from the Candido Mendes University, a member of the Brazilian Lawyers Association, and founding partner of the Negreiro Office, Medeiros & Kiralyhegy Lawyers, in Rio de Janeiro, specializing in Tax Law, Administrative and Regulatory. Currently a member of the Special Committee of Tax Issues of the Brazilian Lawyers Association, the Special Committee of the Federal Justice of the Brazilian Lawyers Association, the Brazilian Academy of Tax Law, and the Brazilian Association of Financial Law and the International Fiscal Association. Mauricio Rocha Alves de Carvalho is a graduate in Mechanical Engineering from Pontifical Catholic University of Rio de Janeiro (PUC) and master in business administration from the Wharton School University of Pennsylvania, with certifications in CFA, CNPI and IBGC. Member of the Board of Directors of Network 1 and Tupy S.A., vice-president of CFA Society of Brazil, technical director of Apimec-SP and member of IBGC. Fabiana Alfradique de Oliveira holds a law degree from the Rio de Janeiro State University (UERJ) and a postgraduate degree in Tax Law and Financial Law from the Feral University Fluminense (UFF). She is also senior manager of the Branco Tax Consultants. Maria Cristina Pantoja da Costa Faria graduated in law from the Pontifical Catholic University of Rio de Janeiro (PUC), specializing in corporate finance for lawyers by the Foundation Institute of Management from the University of So Paulo, and earned her masters degree in executive management of insurances at IBMEC. Member of the Brazilian Lawyers Association. Currently a member of the Negreiro Office and Medeiros & Kiralyhegy Lawyers. Peter Marsden Edward Wilson Cortes is a graduate in business administration from the Getulio Vargas Foundation (So Paulo) and Master in Economics, Business Administration and Finance from the Getlio Vargas Foundation (So Paulo). Worked as an analyst, trader, controller, and a portfolio manager in the Banque Nationale group of Paris. He was a portfolio manager for Globalvest Management LP / Latinvest Asset Management for two years, and Ourinvest Asset Management Ltd. for another two years. Was investment director of the Dartley Bank & Trust (Nassau) for a year. Currently a member of the Board of Directors from PHI Capital Management, specializing in portfolio management and corporate finance.

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Over the past five years, none of the members of our Chief Executive Officers Board has suffered any (a) criminal conviction; (b) conviction in an administrative proceeding of CVM; or (c) any conviction that has become final in the judicial or administrative area, that has suspended or disqualified our members of the practice of professional or commercial activity whatsoever.

12.9 Relationship (as a spouse or significant other) or relationship to the second degree between:

a.
None.

Members of the Board of Directors, Executive Board and Fiscal Council

b. (i) members of the Board of Directors, Executive Board and Fiscal Council and (ii) members of management of entities controlled by Mills, either directly or indirectly
None.

c. (i) members of management of entities controlled by the company, either directly or indirectly; and (ii) Millss direct or indirect controlling shareholders; and
Mr. Andres Cristian Nacht besides being our Board of Directos President, is controlling shareholder of Nacht Participaes S.A., main shareholder of the company Participaes e Empreendimentos Staldzene S.A., our direct controller. The Nacht Participaes is a familiar holding whose shareholders are family members of the Nacht family.

d. (i) members of the Board of Directors, Executive Board and Fiscal Council and (ii) Millss direct or indirect controlling shareholders
Reffered to on item 12.9 (c) above. 12.10 Subordination, rendering of services or control relationships for the previous three fiscal years between directors/officers and:

a.

Controlled entities, either directly or indirectly by the company

Not aplied.

b.
None.

Direct or indirect controlling shareholders of the company; and

c. In case its relevant, supplier, client, debtor or creditor of the Company or its controlled or controlling shareholders
Not aplied. 12.11 Directors Insurance We have held civil responsibility insurance since 2009, for managers and employees and proxy holders acting on behalf of management, with full cover for fines and civil penalties, statutory responsibilities,
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regulatory risks, responsibility for errors and omissions, among others, excluding intentional acts, complaints arising from acts known about prior to the policy date, responsibilities associated with product failures (already covered by civil responsibility insurance), among other events. The most recent policy taken out for this purpose was on December 31, 2009, and is valid through to December 31, 2010. 12.12 Other relevant information There are no other relevant informations relating to this item 12.

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13.

COMPENSATION FOR MANAGERS

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13.1 Description of the compensation policy or practices for the Executive Board, the Statutory and Non-Statutory Boards, the Fiscal Committee, the Statutory Committees and the Audit, Risk, Finance and Compensation Committees, covering the following topics:

a.

Objectives of the compensation policy or practices

Board of Directors, Board of Executive Officers and Non Statutory Board: The Companys compensation policy aims to enable it to hire and guarantee that the qualified professionals required remain in management positions. The Companys management compensation comprises of a fixed amount that includes: (i) the pro-labore paid to the Board members; and (ii) the salary and direct and indirect benefits tailored for directors. In addition to the fixed compensation, there is a variable component, which includes profit-sharing in the Companys results and the granting of stock options or subscribing to shares issued. The Company believes that the profit-sharing and stock option programs benefiting management is a way to motivate them to carry out the Companys business in its best interest, thus stimulating an entrepreneurial and results orientated culture in line with the interests of both shareholders and management. Fiscal Consil: The Company's Fiscal Consil was never installed, therefore, no payment policy or practice established. Committees: The Company does not possess any committees.

b.

Composition of compensation packages

(i) Description of the different elements of the compensation packages and the objectives of each of them: Salary and pro-labore. The fixed compensation is designed to recognize and reflect the value of the job position internally and externally. Direct and indirect benefits. Includes medical assistance, life insurance, vehicle leasing and food vouchers, with the aim of complementing the social welfare benefits offered. Profit-sharing and stock options or subscription to shares. The aim is to motivate management to carry out the Companys business in its best interest, thus stimulating an entrepreneurial and results orientated culture in line with the interests of both shareholders and management. (ii) Proportion of each element to make up the total compensation package: According to the table below the ratios for the year of 2009 were:

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Board of Directors Executive Officers

% Compared to the total compensation amount paid to Pro-labor and Direct and indirect wage benefits Profit sharing 68.8% 31.2% 33.4% 5.6% 23.8%

Grant of options 37.2%

Total 100% 100%

(iii) Methodology used in the calculation of the readjustments to each of the elements in compensation: The fixed portion of compensation paid to management is determined based on market standards, and thus readjusted annually at the normal levels to account for the loss in currency value. In terms of the profit-sharing program, this plan is based on the aggregate economic value, which consists of the adjusted net profit deducted from shareholder obligations. If positive, 25% of the Economic Value Added (EVA) will be distributed to our management and employees, and whose share will be defined in an increasing manner in accordance with their hierarchical level in the Company and results obtained by their respective divisions. i.e. in a proportion of 50% based on the divisions results that the manager or employee in question is linked to and 50% based on the result of our Company as a whole. For employees in the administrative area, the program takes into account the results of the Company as a whole. In 2007, 2008 and 2009, totals of R$1.6 million, R$5.6 million and R$8.5 million were distributed, respectively. (iv) Reasons that justify the payment and components of compensation: Compensation of professionals is paid based on the responsibilities inherent in their job positions, market practices and the Companys level of competiveness. The variable portion is justified by the Companys focus on results and the aim of aligning management interests with those of the Company.

c. Main performance indicators that are taken into consideration when determining each element of the compensation package
The main performance indicators used to determine the variable component of management compensation is the Companys net profit, after deducting capital invested by shareholders (equity), and the performance bonus paid to each division.

d. How the compensation package is structured to reflect the development of the performance indicators
The compensation is made up of a significant variable portion, represented by profit-sharing in the Companys results, and the values to be distributed are directly proportionate to the Companys annual net profit.

e. How the compensation policy is aligned with the Companys short-, medium- and longterm interests
The compensation paid monthly to management is in line with the short-term interests of the Company to attract and retain qualified professionals. The profit-sharing and stock options plan is aligned with the medium-to-long-term interests of the Company to motivate management to carry out the Companys business, stimulating an entrepreneurial and results-orientated culture.

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f. Existence of compensation supported by subsidiaries, and direct or indirect affiliates or holding companies
No h.

g. Existence of any compensation or benefits connected to the occurrence of a given corporate event, such as the sale of the Companys controlling interest
No h. 13.2 With respect to compensation acknowledged in the results of the last 3 accounting reference periods and the estimated compensation for the current accounting reference period for the Board of Directors, the Executive Officers Board and the Fiscal Board:
Board of Directors Compensation 2007(1) Fiscal year ended in December 31 from 2008 2009 (in R$ thousands, except when in number of Members) 8 226.8 226.8 488.5 488.5 715.3 5(4) 248.3 248.3 112.8 112.8 361.1

2010(2)

Number of members Salaries or pro-labore fees Direct and indirect benefits Participation in committees Other Fixed Compensation Bonus Profit share Participation in meetings Comissions Other Variable Compensation Option Plans of Share Purchase Total (Board of Directors) Executive Officers Board Compensation

8(3) 237.1 237.1 74.7 74.7 311.8

7 1,050.0 1,050.0 800.0 800.0 1,850.0

2007(1)

Fiscal year ended in December 31 from 2008 2009 (in R$ thousands, except when in number of Members) 4.25(5) 2,967.1 434.7 3,401.8 831.4 831.4 59.9 4 2,269.8 381.3 2,651.1 1,615.1 1,615.1 134.6

2010(2)

Number of members Salaries or pro-labore fees Direct and indirect benefits Participation in committees Other Fixed Compensation Bonus Profit share Participation in meetings Comissions Other Variable Compensation Special Plan TopMills
(7)

4(3) 2,107.8 323.1 2,430.9 234.7 234.7 -

5(6) 3,759.0 632.0 4,391.0 2,859.0 2,859.0 -

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Special Plan CEO Special Plan Ex-CEO Special Plan Director Rental Option Plan 2010 Option Plans of Share Purchase (8) Total (Executive Officers) Total (Directors)
_______________________________________________

2,665.6 2,977.4

40.6 52.1 349.9 502.0 4,735.2 5,450.5

28.9 37.1 2,321.0 2,522.0 6,788.2 7,149.3

1,243.0 1,243.0 8,493.0 10,343.0

1 2 3 4 5 6 7 8

Considering the compensation paid in 2007 to the administrators of Mills do Brasil Estruturas e Servios Ltda., incorporated by the Company on December 31st of 2007, once the remuneration paid to our directors in 2007 was marginally. Compensation estimated for the fiscal year ending on December 31st of 2010. Considering the number of administrators from Mills do Brasil Estruturas e Servios Ltda., incorporated by the Company on on December 31st of 2007. On the fiscal year ended on December 31st of 2009, our Board of Directors was composed by Five members. However, the members Andres Cristian Nacht, Nicolas Wollack and Gustavo Felizzola renounce to the remuneration that was on their right. Only two members were compensated by the Company in 2009. Considering the compensation paid to the Director, at the time, responsible for Rental Division, Ramon Vazquez Nunez, which became statutory in October 2008. Considering the hiring, in July 2010, of Mrs. Alessandra Eloy Gadelha to occupy the position of Investor Relations Director of the Company. Includes medical care, life insurance, car commodatum and food assistance. Compensation calculated based on the EBITDA for the fiscal year multiplied by 6.6 (six whole numbers and six decimals), subtracted the net debt of the Company, composed of loans and short and long term financing.

For the fiscal year ended in December 31 of 2010, the compensation o four Directors, excluding the compensation based on shares, was fixed of R$9.100,0 thousand, being R$1.850,0 thousand paid to the Board of Directors and R$7.250,0 thousand to the Executive Officers. Our Fiscal Concil was not installed for the fiscal year ended on December 31 from 2009. 13.3 With respect to variable compensation in the last 3 accounting reference periods and compensation estimated for the current accounting reference period for the Executive Board, the Statutory Board and the Fiscal Board:
Executive Board Compensation 2007(1) Year ended December 31st 2008 2009 (in thousands of R$, except number of members) 8 5

2010(3)

Number of members Profit share Minimum amount estimated by compensation plan Maximum amount estimated by compensation plan Amount estimated by the compensation plan if preestablished goals are met Amount actually acknowledged in the formal results

8(2)

0 25% of EVA 74.7

0 25% of EVA 488.5

0 25% of EVA 112.8

0 25% of EVA 800.0(5)

Statutory Board Compensation 2007(1) Year ended December 31st 2008 2009 (in thousands of R$, except number of members) 4.25(4) 4

2010(3)

Number of members Profit share Minimum amount estimated by compensation plan Maximum amount estimated by compensation plan Amount estimated by the compensation plan if preestablished goals are met Amount actually acknowledged in the formal results
_______________________________________________

4(2)

5(5)

0 25% of EVA 234.7

0 25% of EVA 831.4

0 25% of EVA 1.615.1

0 25% of EVA 2.859.0(6)

1 2

Considering the compensation paid in 2007 to the administrators of Mills do Brasil Estruturas e Servios Ltda., incorporated by the Company on December 31st of 2007, once the remuneration paid to our directors in 2007 was marginally. Considering the number of administrators from Mills do Brasil Estruturas e Servios Ltda., incorporated by the Company on on December 31st of 2007.

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3 4 5 6

Estimates for the accounting reference period to be closed on December 31, 2010. Taking into consideration the compensation paid to the Director responsible for Equipment Rental Division, Ramon Nunez Vazquez, who became statutory in October 2008. Taking into consideration the hiring in July 2010, Mrs. Eloy Alessandra Gadelha to occupy the position of Director of Investor Relations of the Company. Estimated Values.

13.4 With respect to the stock-based compensation plan for the Executive Board and the Statutory Board, which was in force in the last accounting reference period and which is estimated for the current accounting reference period: STOCK OPTIONS PLANS On the date this Form was prepared, we have seven stock option plans, of which six are already effective and five benefit our senior executives, these being the Plano Especial TopMills, Plano Especial CEO, Plano Especial ex-CEO, Plano Especial Diretor - Rental and the Plano de Opes de Compra de Aes 2010, as described below. On the date this Form was prepared a total of 128,937 options had been exercised associated with these plans, with 696,907 previously granted purchase options remaining.

Plano Especial TopMills

a. Terms and general conditions At the Extraordinary General Meeting held on May 28, 2008, the Special Stock Option Plan for New Shares Issued (Plano Especial de Opo de Compra de Aes de nossa emisso) was ratified, called Plano Especial TopMills, as approved by the Board on November 27, 2007, as a purchase option of virtual shares. The beneficiaries were the executives indicated by the Board and who were directors or mangers between 2007 and 2008. The plan consists of a mechanism to give our executives virtual stock options that represented, on the date Plano Especial TopMills was set up, approximately 1% of total shares in the Company. The granting of these virtual rights to the beneficiaries in question in the Plano Especial TopMills was made in three installments, on January 1, 2008. July 1, 2008, and January 1, 2009. On deciding about the granting of these virtual options, the Board determined the number of virtual shares available on an individual basis to each beneficiary. b. The main objectives of the plan Motivate senior management to make decisions aimed at increasing the profitability of the Companys business and, as a result, stimulate an increase in the Companys shareholders equity over the long term. c. The way this plan contributes to these objectives

The Plano Especial TopMills allows the Companys executives to be compensated proportionately to the equity gains the Company earns as a result of their decisions. d. How the plan is included in the issuers compensation This plan is part of the variable compensation paid to the Companys directors. e. How the plan aligns the interests of managers and the issuer in the short, medium and long terms The plan aligns the interests of the beneficiaries in the Company and shareholders by means of the benefits offered based on the performance of shares in the Company. Through this plan, we seek to
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stimulate expansion, the scope and implementation of the Companys social objectives and the retention of the beneficiaries, looking ahead to gains made through their commitment to long-term results and short-term performance. f. The maximum number of shares included

Up to a total of 782,027 ordinary shares issued by the Company, of which 269,726 shares are set aside for our management. g. The maximum number of options to be granted As a result of the number of shares that can be acquired with each option granted, the maximum number of shares that can be issued is 782,027. h. Conditions for the acquisition of shares The virtual stock purchase options will be converted into real purchase options as and when the distribution of IPO shares is made. After this conversion, the beneficiaries can exercise purchase options within a period of four years after the aforementioned offer, observing the relevant lock-up period for the sale of these shares. i. Criteria to determine the acquisition or exercise price

The price of the ordinary shares to be acquired by the beneficiaries exercising their options will be R$1.88 per share, a value that will be corrected by the IPCA, calculated since January 2008 to the exercise date of the options. j. Criteria for determining the exercise term

The term for exercising the stock options will end four years after the effective date of the initial public offer and associated distribution of shares. k. Restrictions related to the transfer of shares

On the conversion of virtual options into purchase options, when our Initial Public Offer for the distribution of shares is made, the beneficiaries of the plan will be subject to a lock-up period (restriction on the sale of shares) of three years. l. Liquidation/settlement

The beneficiary will only pay for the shares on the option exercise date. m. criteria and events that, when verified, will lead to the suspension, alteration or extinction of the plan The right to the benefit will automatically expire, without any kind of indemnity, if the payment is not made on the option exercise date and under the conditions stipulated in the plan. n. effects of management leaving the issuer on their rights associated with the compensation plan based on shares If a senior executive and beneficiary of the plan resigns voluntarily or is fired for just cause, the Beneficiary will lose their rights. On the assumption the beneficiary leaves or is asked to leave the firm without just cause, the beneficiary is authorized to exercise their options from 2 (two) years after their employment termination date, as long as they do not take part in any activities that compete with the Company (non-compete clause). In the event of the death of the beneficiary, the beneficiaries of their last

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will and testament as inheritors will immediately be authorized to exercise the options.

Plano Especial CEO

a. Terms and general conditions At the Board meeting held on August 28, 2008, we instituted a stock option plan specifically for our CEO, called the Plano Especial CEO, ratified at the Extraordinary General Meeting held on September 10, 2008, the characteristics of which are identical to the Plano Especial TopMills and within the scope of which 119,782 virtual options were granted on November 1, 2008. b. The main objectives of the plan Motivate the CEO to continue to take decisions to ensure the continued and development and profitability of the Company in its business activities, consequently stimulating an increase in its shareholders equity. c. How the plan contributes to these objectives

The Plano Especial CEO allows the CEO to be compensated proportionately with the equity gains that Mills obtains as a result of his decisions. d. How the plan is included in the issuers compensation policy This plan is part of the variable compensation package paid to Company directors. e. How the plan aligns the medium-to-long-term interests of managers and the issuer The plan aligns the interests of the Companys CEO and shareholders by means of the benefits offered based on the performance of shares in the Company. Through this plan, we seek to stimulate expansion, the scope and implementation of the Companys social objectives and the retention of the beneficiaries, looking ahead to gains made through their commitment to long-term results and short-term performance. f. Maximum number of shares included

119,782 ordinary shares with voting rights in the Company. g. The maximum number of shares options to be granted Due to the number of shares that can be acquired within the scope of each option granted. The total maximum number of shares to be issued is 119,782. h. Conditions for the acquisition of shares The virtual stock purchase options will be converted into real purchase options as and when the distribution of IPO shares is made. After this conversion, the beneficiaries can exercise purchase options within a period of four years after the aforementioned offer, observing the relevant lock-up period for the sale of these shares. i. Criteria to determine the acquisition or exercise price

The price of the ordinary shares to be acquired by the beneficiaries exercising their options will be R$1.88 per share, a value that will be corrected by the IPCA, calculated since January 2008 to the exercise date of the options. j. Criteria to determine the exercise term for the stock options

The exercise term of the options will end 4 (four) years after the distribution of shares at our Initial Public
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Offer. k. Restrictions related to the transfer of shares

On the conversion of virtual options into purchase options, when our Initial Public Offer for the distribution of shares is made, the beneficiaries of the plan will be subject to a lock-up period (restriction on the sale of shares) of three years. l. Liquidation/settlement

The beneficiary will only pay for the shares on the option exercise date. m. Criteria and events that when verified will lead to the suspension, alteration or extinction of the plan The right to the benefit will automatically expire, without any kind of indemnity, if the payment is not made on the option exercise date and under the conditions stipulated in the plan. n. effects of management leaving the issuer on their rights associated with the compensation plan based on shares If a senior executive and beneficiary of the plan resigns voluntarily or is fired for just cause, the Beneficiary will lose their rights. On the assumption the beneficiary leaves or is asked to leave the firm without just cause, the beneficiary is authorized to exercise their options from 2 (two) years after their employment termination date, as long as they do not take part in any activities that compete with the Company (non-compete clause). In the event of the death of the beneficiary, the beneficiaries of their last will and testament as inheritors will immediately be authorized to exercise the options.

Plano Especial ex-CEO

a. Terms and general conditions At the Board Meeting held on November 27, 2007, we instituted a stock option plan specifically for our CEO, called the Plano Especial CEO at the time, who left as a director in 2008 to become a Board member in 2010. This plan was called the Plano Especial ex-CEO and ratified at the Extraordinary General Shareholders meeting held on May 28, 2008, within the scope of which 153,690 virtual options were granted on November 1, 2008. b. The main objectives of the plan Motivate the beneficiary to continue to take decisions to ensure the continued and development and profitability of the Company in its business activities, consequently stimulating an increase in its shareholders equity. c. How the plan contributes to these objectives

The Plano Especial ex-CEO allows the beneficiary to be compensated proportionately with the equity gains that Mills obtains as a result of his decisions. d. How the plan is included in the issuers compensation policy This plan is part of the variable compensation package paid to Company directors. e. How the plan aligns the short, medium and long-term interests of managers and the issuer The plan aligns the interests of the beneficiary, Company, and shareholders by means of the benefits

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offered to the former CEO based on the performance of shares in the Company. Through this plan, we seek to stimulate expansion, the scope and implementation of the Companys social objectives and the retention of the beneficiaries, looking ahead to gains made through their commitment to long-term results and short-term performance. f. Maximum number of shares included

153,690 ordinary shares with voting rights in the Company. g. The maximum number of shares options to be granted Due to the number of shares that can be acquired within the scope of each option granted. The total maximum number of shares to be issued is 153,690. h. Conditions for the acquisition of shares The beneficiary has already acquired all the stock options associated with this plan. i. Criteria to determine the acquisition or exercise price

The price of the ordinary shares to be acquired by the beneficiaries exercising their options will be R$1.88 per share, a value that will be corrected by the IPCA, calculated since January 2008 to the exercise date of the options. The exercise price corrected by the IPCA was R$2.11 per share. j. Criteria to determine the exercise term for the stock options

The options should be exercised on the effective date of the Initial Public Offer (IPO) and the beneficiary has already acquired all the stock options associated with this plan. k. Restrictions related to the transfer of shares

Not applicable. l. Liquidation/settlement

The beneficiary will only pay for the shares on the option exercise date. m. Criteria and events that when verified will lead to the suspension, alteration or extinction of the plan The right to the benefit will automatically expire, without any kind of indemnity, if the payment is not made on the option exercise date and under the conditions stipulated in the plan. n. effects of management leaving the issuer on their rights associated with the compensation plan based on shares The beneficiary will maintain his rights to the plan, as long as he does not invest or participate in any business that competes with the Company for a period of two years.

Plano Especial Diretor - Rental

a. Terms and general conditions Our Board approved at a meeting held on October 25, 2007 the creation of a stock option plan specifically for our CEO (who at the time held the position of Director of the Rental Division), called the Plano Especial Diretor - Rental, which was ratified at the Extraordinary General Shareholders meeting held on
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May 28, 2008. b. The main objectives of the plan Motivate the CEO to continue to take decisions to ensure the continued and development and profitability of the Company in its business activities, consequently stimulating an increase in its shareholders equity. c. How the plan contributes to these objectives

The Plano Especial Diretor - Rental allows the CEO to be compensated proportionately with the equity gains that Mills obtains as a result of his decisions. d. How the plan is included in the issuers compensation policy This plan is part of the variable compensation package paid to Company directors. e. How the plan aligns the short, medium and long-term interests of managers and the issuer The plan aligns the interests of the beneficiary, Company, and shareholders by means of the benefits offered to the former CEO based on the performance of shares in the Company. Through this plan, we seek to stimulate expansion, the scope and implementation of the Companys social objectives and the retention of the beneficiaries, looking ahead to gains made through their commitment to long-term results and short-term performance. f. Maximum number of shares included

282,646 ordinary shares with voting rights in the Company. g. The maximum number of shares options to be granted Due to the number of shares that can be acquired within the scope of each option granted. The total maximum number of shares to be issued is 282,646. h. Conditions for the acquisition of shares The first target established for the plan (which consisted of the EBITDA reported by the Rental Division reaching R$11.0 million, was achieved in December 2008), when 128,937 options were exercisable. When the second target (which consists of the EBITDA reported by the Rental Division reaching R$22.0 million) was achieved in December 2009, 153,709 options were exercisable. i. Criteria to determine the acquisition or exercise price

The price of the ordinary shares to be acquired by the beneficiaries exercising their options will be R$0.62 per share, a value that will be corrected by the IPCA, calculated since January 2008 to the exercise date of the options. j. Criteria to determine the exercise term for the stock options

The targets can be met prior to December 2012. The exercise term for the options will end in December 2013. k. Restrictions related to the transfer of shares

The plan states that for the options granted after the first target is met, the beneficiary of the plan will be subject to a lock-up period (restriction on the sale of shares) which will extend: (i) for three years from the date the shares are obtained; (ii) when the second target is met; and (iii) before the end of 2013. The shares acquired on meeting the second target can be sold immediately. As the second target has already
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been met, the shares acquired within the scope of the plan in question can be sold immediately. l. Liquidation/settlement

The beneficiary will only pay for the shares on the option exercise date. m. criteria and events that, when verified, will lead to the suspension, alteration or extinction of the plan The right to the benefit will automatically expire, without any kind of indemnity, if the payment is not made on the option exercise date and under the conditions stipulated in the plan. n. effects of management leaving the issuer on their rights associated with the compensation plan based on shares If a senior executive and beneficiary of the plan resigns voluntarily or is fired for just cause, the Beneficiary will lose their rights. On the assumption the beneficiary leaves or is asked to leave the firm without just cause, the beneficiary is authorized to exercise their options from 2 (two) years after their employment termination date, as long as they do not take part in any activities that compete with the Company (non-compete clause). In the event of the death of the beneficiary, the beneficiaries of their last will and testament as inheritors will immediately be authorized to exercise the options.

Stock Option Plan - 2010

a. Terms and general conditions At the Extraordinary General Shareholders meeting held on February 8, 2010, the Stock Option Plan for Shares Issued by the Company was approved called Plano de Options de Compra de Aes 2010 (Stock Option Plan - 2010). On March 11, 2010, our Board approved the Companys Program 1/2010 Stock Options Plan with the aim of defining the specific terms and conditions associated with the same (1/2010 Program). The 2010 Stock Options Plan is managed by our Board, which considers the contribution of each beneficiary to achieving the targets designed to create added value, the development potential of each, and the essential nature of their jobs among other characteristics considered strategically relevant, elected as beneficiaries of the 2010 Stock Options Plan (i) all the directors (or executives with similar roles) of the Company, and (ii) Company managers who have held their positions in 2009 for more than 6 (six) months. b. The main objectives of the plan The aim of the 2010 Stock Options Plan is to allow for the Companys managers or employees or those in any of its subsidiaries, subject to determined conditions, to acquire shares in the Company, for the purpose of (i) stimulating expansion, determining and implementing the Companys corporate guidelines; (ii) align the interests of the Companys shareholders with those of its managers and employees or other entities it controls; and (iii) allow the Company or its subsidiaries to attract and retain the managers and employees it requires. c. How the plan contributes to these objectives

As most of the options are available over the long term, the beneficiaries tend to stay with the Company until at least the time they can contribute to its long-term results. d. How the plan is included in the issuers compensation policy

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As mentioned in Item 13.1b, this plan is part of the variable compensation package paid to Company directors. e. How the plan aligns the short, medium and long-term interests of managers and the issuer The plan aligns the interests of management, the Company, and shareholders by means of the benefits offered to the beneficiaries based on the performance of shares in the Company. Through this plan, we seek to stimulate expansion, the scope and implementation of the Companys social objectives and the retention of the beneficiaries, looking ahead to gains made through their commitment to long-term results and short-term performance f. The maximum number of shares options to be granted

The stock options granted within the scope of this plan confer the rights to acquire up to 5% of shares in our capital stock. In addition, the aim of the plan is to grant share purchase options in an amount that does not exceed 1% of shares in our total capital every year, as verified on the date the plan was approved. Exceptionally in 2010, the maximum number determined by the Board was 1.5% of shares in our total capital. To date, options have been granted that, when converted, will represent 1,440,872 ordinary shares in the Company. g. The maximum number of stock options to be granted As a result of the number of shares that can be acquired within the scope of the stock option plan, the purchase options confer the rights to acquire up to 5% of shares in our total share capital. h. Conditions for acquiring the shares To receive the stock options in the 1/2010 Program, each beneficiary should use at least 33% of the variable component of their compensation associated with the Companys Profit-Sharing Program, net of taxes, which were received related to the 2009 financial year, to acquire shares issued by the Company. i. Criteria for determining the acquisition or exercise price

The price of the ordinary shares to be acquired by the beneficiaries by exercising their option rights will be determined by our Board or committee based on the average share price on the BM&FBOVESPA, weighted by the trading volume in the month or the two months prior to the granting of the stock option, corrected for inflation by the IPCA, and deducting the value of dividends and shareholders equity per share paid by us from the stock option date. Exceptionally, on the first option date, the exercise price of the options will be based on the value of the shares launched at our Initial Public Offer to distribute shares (R$11.50), corrected for inflation by the IPCA, deducting the value of dividends and shareholders equity per share paid by the Company from the stock option date. j. Criteria used to determine the exercise term

The options granted under the terms of this plan will be subject to grace periods of up to 72 months for the conversion of options into shares. k. Form of liquidation/settlement

The shares resulting from the exercising of purchase options will be integrated and/or acquired by their respective beneficiaries in cash, in current national currency.

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l.

Restrictions on the transfer of shares

Until the exercise price is fully paid, the shares acquired through exercising the option rights under the terms of the Plan cannot be sold to third parties, except with the prior authorization of the Board, based on the hypothesis that the product of the sale will preferably be used to settle any debt the beneficiary has with the Company. Based on the terms of the respective Option Contract, no beneficiary will be allowed to trade the shares acquired for a period of 5 (five) years, observing the following rules: (i) After a period of one year after signing the respective Option Contract, beneficiaries will be free to trade up to 25% of the shares acquired; (ii) After a period of one year after the term defined in item i, beneficiaries will be free to trade an additional 25% of the shares acquired; (iii) After a period of one year after the term defined in item ii, beneficiaries will be free to trade an additional 25% of the shares acquired; and (iv) After a period of one year after the term defined in item iii, beneficiaries will be free to trade the outstanding balance of the shares acquired. m. criteria and events that, when verified, will lead to the suspension, alteration or extinction of the plan The stock option rights granted under the terms of the Plan will automatically all be cancelled in the following cases: (i) on the complete and full exercising of the same; (ii) after the option term has expired; (iii) through the mutual rescission of the stock option; (iv) if the Company is dissolved, liquidated or files for bankruptcy; or (v) if the beneficiary fails to observe the trading restriction rules described in item n below. In addition, in the event the beneficiary is laid off, with or without just cause, resigns or steps down from their job, retires, or suffers from permanent disability, or dies, the option rights granted can either be cancelled or modified, as described in item n below. n. effects generated by the Company`s Board and Committee Manager`s departure upon his/her rights as provided by the stock-based compensation plan If at any time during the validity of the 2010 Stock Options Plan, the beneficiary: If a senior executive and beneficiary of the plan resigns voluntarily or is fired for just cause, the Beneficiary will lose their rights. On the assumption the beneficiary leaves or is asked to leave the firm without just cause, the beneficiary is authorized to exercise their options from 2 (two) years after their employment termination date, as long as they do not take part in any activities that compete with the Company (non-compete clause). In the event of the death of the beneficiary, the beneficiaries of their last will and testament as inheritors will immediately be authorized to exercise the options (i) resigns voluntarily from the Company or leave their management role: (i) the rights not exercised in accordance with the respective Option Contract on the date they leave the Company will automatically all be cancelled, with no need for any prior warning or notification, and with no right to any indemnity; and (ii) the rights already exercised in accordance with the respective Option Contract on the date they leave the Company may be exercised within a period of 30 days from the same date, after which all rights will automatically all be cancelled, with no need for any prior warning or notification, and with no right to any indemnity; (ii) leaves the Company as a result of being fired for just cause, or failure to fulfill their duties
141

adequately as a manager, all the right (exercised and not exercised) in accordance with the respective Option Contract on the date they leave the Company will automatically all be cancelled, with no need for any prior warning or notification, and with no right to any indemnity; (iii) leaves the Company as a result of being fired with no just cause, or failure to fulfill their duties adequately as a manager: (i) the rights not exercised in accordance with the respective Option Contract on the date they leave the Company will automatically all be cancelled, with no need for any prior warning or notification, and with no right to any indemnity; except if the Board decides to anticipate the grace period term for some or all of these rights, and the beneficiary leaves the Company within a period of up to 12 (twelve) months after the change in share control in the Company all the unexercised rights in accordance with the respective Option Contract on the date they leave the Company may be exercised within a period of 30 days from the same date, after which all rights will automatically all be cancelled, with no need for any prior warning or notification, and with no right to any indemnity; and (ii) will have their grace period anticipated; and (ii) the rights already exercised in accordance with the respective Option Contract on the date they leave the Company may be exercised within a period of 30 days from the same date, after which all rights will automatically all be cancelled, with no need for any prior warning or notification, and with no right to any indemnity; (iv) on retiring from the Company: (i) the rights not exercised in accordance with the respective Option Contract on the date they leave the Company will automatically all be cancelled, with no need for any prior warning or notification, and with no right to any indemnity, except if the Board decides to anticipate the grace period term for some or all of these rights; and (ii) the rights already exercised in accordance with the Options Contract on the date of leaving the Company will have their grace period anticipated, allowing the Beneficiary to exercise the respective stock option, as long as this is within a period of 12 (twelve) months from the date of retirement, after which all the remaining rights will automatically all be cancelled, with no need for any prior warning or notification, and with no right to any indemnity; (v) leaving the Company due to death or permanent disability: (i) the rights not exercised in accordance with the respective Option Contract on the date they leave the Company will automatically all be cancelled, with no need for any prior warning or notification, and with no right to any indemnity, except if the Board decides to anticipate the grace period term for some or all of these rights; and (ii) the rights already exercised in accordance with the Options Contract, on the date of passing away, can be exercised by the Beneficiarys legal successors, as long as this is done within a period of 12 (twelve) months from the aforementioned date, after which all the remaining rights will automatically all be cancelled, with no need for any prior warning or notification, and with no right to any indemnity. Over and above the above item, the Board or Committee (whichever is the case) can, at their exclusive criteria, whenever they deem social interests are better met by this approach, chose not to abide by the rules stipulated above, and treat a determined beneficiary in a differentiated and individual manner. 13.5 Number of stocks or direct or indirect stock holdings, either in Brazil or overseas, and other securities that might be converted into stock or quotas, issued by the Company, direct or indirect affiliates, subsidiaries or companies under common control, by members of the Executive Board, of the Statutory Board or the Fiscal Board, grouped per board or committee, on the closing date of the last accounting reference period The table below indicates, at the closing date of the last fiscal year and at the date of this Form, the number of our shares directly held by our Directors and the percentage that their direct individual interest represent in the total number of shares issued in relation to our whole capital stock.

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Councilors Andres Christian Nacht.......................... Diego Jorge Bush.................................. Elio Demier.............................................. Nicollas Wollak......................................... Gustavo Felizzola...................................... Pedro Chermont....................................... Pedro Malan.............................................

In December 31st of 2009 Number of Shares Percentage (%) 5 0.0% 1 0.0% 1 0.0% 1 0.0% 1 0.0% 1 0.0% 1 0.0% Percentage (%) 0.0% 0.0% 0.0% 0.0%

On this Form date(1) Number of Shares Percentage (%) 1 0.0% 1 0.0% 1 0.0% 1 0.0% 1 0.0% 1 0.0% 435 0.0% Number of Shares 42,816 25,218 9,479 16,522 Percentage (%) 0.0% 0.0% 0.0% 0.0%

Directors Number of Shares Ramon Nunes Vazquez.......................... Erik Wright Barstad................................. Roberto Carmelo de Oliveira.................... Frederico tila Silva Neves..................... -

____________________________ (1) After the additional placement of 7,777,777 common shares under the public offering of primary and secondary distribution of Company shares, including the sale of 1,109,412 additional shares owned by Mr. Andres Cristian Nacht and 208,455 additional shares owned by Mr. Diego Jorge Bush.

Additionally, some of our Directors hold an interest in the capital stock of Staldzene, our Controlling Shareholder, as indicated below:
In December 31st of 2009 Councilors Number of Shares Percentage (%) Diego Jorge Bush.................................. 569,646,276 5.6% Elio Demier.............................................. 102,062,992 1.0% Directors Number of Shares Ramon Nunes Vazquez.......................... 20,813,333 Erik Wright Barstad................................. 45,917,394 Roberto Carmelo de Oliveira.................... 48,902,634 Frederico tila Silva Neves..................... 56,308,522 Percentage (%) 0.2% 0.5% 0.5% 0.6% On this Form date Number of Shares Percentage (%) 464,501,526 5.1% 102,062,992 1.1% Number of Shares 20,813,333 45,917,394 48,902,634 56,308,522 Percentage (%) 0.2% 0.5% 0.5% 0.6%

Through Nacht Participaes, which owns 52.0% of the capital stock of Staldzene, Mr. Andres Cristian Nacht, Chairman of our Board of Directors and holder of an interest of 58.3% in the capital stock of Nacht Participaes, holds an indirect interest of 30.3% in Staldzene. 13.6 With respect to stock-based compensation, as acknowledged in the past three accounting reference periods and as estimated for the current accounting reference period, for Executive Board and the Statutory Board On the date reporting date, we have six stock option plans in place, four of which benefit our Directors. The table below shows the impact of those stock option plans on the compensation of our directors in the years 2007, 2008 and 2009, and the expected impact for 2010:
Plano Especial Top Mills Number of members Statutory Board Grant date Number of granted options Statutory Board Deadline for options to become redeemable Deadline for redeeming options 1st Grant (2008) 3 01/01/08 88,436 Immediately after IPO(2) 4 years after IPO(2) 2nd Grant (2008) 3 07/01/08 88,436 Immediately after IPO(2) 4 years after IPO(2) 3rd Grant (2009) 3 01/01/09 92,854 Immediately after IPO(2) 4 years after IPO(2) Estimation for 2010(1) -

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Plano Especial Top Mills

Grace period for stock transfer Quantity of options exercised Pondered average price within accounting reference period for each of the following option groups Outstanding at the beginning of the accounting reference period Not redeemed throughout accounting reference period Redeemed within accounting reference period Expired within accounting reference period Fair option price on grant date

1st Grant (2008) 3 years after the end of Fiscal Year -

2nd Grant (2008) 3 years after the end of Fiscal Year -

3rd Grant (2009) 3 years after the end of Fiscal Year -

Estimation for 2010(1)

1.88(3) 4.62(4)

1.88(3) 4.62(4)

1.88(3) 9.82(4)

Potential dilution in the event of exercise of all options granted: 0.62%

_______________________________________ 1 All grants of stock-based compensation plan have already been made. There will be no grants in 2010. 2 IPO conducted by the Company in April, 2010. 3 Adjusted for inflation (IPCA) since January 2008. 4 Fair price calculated using EBITDA for the fiscal year multiplied by 6.6 minus net debt, which consists of short and long term financing and loans.

Plano Especial CEO Number of members Statutory Board Grant date Number of granted options Deadline for options to become redeemable Deadline for redeeming options Grace period for stock transfer Quantity of options exercised Pondered average price within accounting reference period for each of the following option groups Outstanding at the beginning of the accounting reference period Not redeemed throughout accounting reference period Redeemed within accounting reference period Expired within accounting reference period Fair option price on grant date Potential dilution in the event of exercise of all options granted: 0.10%

1st Grant (2008) 1 11/01/2008 119,782 Immediately after IPO(2) 4 years after IPO(2) 3 years after the end of Fiscal Year -

Estimation for 2010(1) -

1.88(3) 4.62(4)

_______________________________________ 1 All grants of stock-based compensation plan have already been made. There will be no grants in 2010. 2 IPO conducted by the Company in April, 2010. 3 Adjusted for inflation (IPCA) since January 2008. 4 Fair price calculated using EBITDA for the fiscal year multiplied by 6.6 minus net debt, which consists of short and long term financing and loans.

Plano Especial ex-CEO Number of members Statutory Board Grant date

1st Grant (2008) 1 05/01/2008

Estimation for 2010(1) -

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Plano Especial ex-CEO Number of granted options Deadline for options to become redeemable Deadline for redeeming options Grace period for stock transfer Quantity of options exercised Pondered average price within accounting reference period for each of the following option groups Outstanding at the beginning of the accounting reference period Not redeemed throughout accounting reference period Redeemed within accounting reference period Expired within accounting reference period Fair option price on grant date Potential dilution in the event of exercise of all options granted: 0.12%

1st Grant (2008) 153.690 Within the Offering(2) Within the Offering (2) There isnt 153,690

Estimation for 2010(1) -

1.88(3) 4.62(4)

_______________________________________ 1 All grants of stock-based compensation plan have already been made. There will be no grants in 2010. 2 IPO conducted by the Company in April, 2010. 3 Adjusted for inflation (IPCA) since January 2008. 4 Fair price calculated using EBITDA for the fiscal year multiplied by 6.6 minus net debt, which consists of short and long term financing and loans.

Plano Especial Diretor - Rental Number of members Board of Executive Officers Grant date Number of granted options (2) Deadline for options to become redeemable Deadline for redeeming options Grace period for stock transfer Quantity of options exercised Pondered average price within accounting reference period for each of the following option Groups Outstanding at the beginning of the accounting reference period Not redeemed throughout accounting reference period Redeemed within accounting reference period Expired within accounting reference period Fair option price on grant date Deadline for redeeming options Grace period for stock transfer Quantity of options exercised Pondered average price within accounting reference period for each of the following option Groups
_______________________________________
(1) (2) (3) (4) (5) (6) (7)

1st Grant (2008) 1 12/29/2008 128,937 Immediately (3) 12/31/2013 Not Applicable(5) 128,937 0.62(6) 0.62(6) 4.62(7) 12/31/2013 Not Applicable(5) 128,937 0.62(6) -

2nd Grant (2009) 1 12/31/2009 153,709 Immediately (4) 12/31/2013 There isnt 123,430 0.62(6) 0.62(6) 9.82(7) 12/31/2013 There isnt 123,430 0.62(6) -

All grants of stock-based compensation plan have already been made. There will be no grants in 2010 or 2011. Amounts differ from amounts recorded since the amounts recorded were estimates made during the grant of the plan. The 1st goal is to obtain in the Equipment Rental Division an annual EBITDA of at least R$11.0 million, which occurred in December, 2008. The 2nd goal is to obtain in the Equipment Rental Division an annual EBITDA of at least R$22.0 million, which occurred in December, 2008. Considering the second goal has been reached, which was linked to the period in which the options become exercisable. Adjusted for inflation (IPCA) since January 2008. Fair price calculated using EBITDA for the fiscal year multiplied by 6.6 minus net debt, which consists of short and long term financing and loans.

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Plano de Opes de Compra de Aes 2010

Number of members Board of Executive Officers Grant date Number of granted options Deadline for options to become redeemable Deadline for redeeming options Period of restriction on transfer of shares Quantity of options exercised Pondered average price within accounting reference period for each of the following option groups Outstanding at the beginning of the accounting reference period Not redeemed throughout accounting reference period Redeemed within accounting reference period Expired within accounting reference period Fair option price on grant date Potential dilution in the event of exercise of all options granted: 1,14%(5)

Estimated for 2010(1) 4 To be defined 1,440,872 2 years after IPO(2)(3) 6 years after IPO(2) None R$11.50(4) R$11.50(4)

_______________________________________ 1 Estimated 2 Initial public Offering of the Comany in April 2010. 3 After two years of the IPO, 25% of the options granted are exercisable. As of this date. each year an amount equal to 25% of the options will become exercisable. 4 Price per share during IPO 5 Dilution estimated on the price per share during IPO.

Board of Directors has no stock-based compensation. 13.7 With respect to outstanding options for the Board of Directorsand the Board of Executive Officers at the closing of the last accounting reference period
Fiscal Year ende December 31, 2010 Plano Especial Plano Especial TopMills Plano Especial CEO Diretor Rental 3 269,726 After IPO 4 years after IPO 3 years after exercised 1.88 9.82 9.82 1 119,782 After IPO 4 years after IPO 3 years after exercised 1.88 9.82 9.82 1 30,279 31/12/2013 There is no 0.62 9.82 9.82

Features Number of members Board of Executive Officers Non-Outstanding options Number of Non-Outstanding options Deadline for options to become redeemable Deadline for redeeming options Grace period for stock transfer Pondered average price within accounting reference period Fair option price on the last day of the fiscal year Outstanding options Number of Outstanding options Deadline for redeeming options Grace period for stock transfer Pondered average price within accounting reference period Fair option price on the last day of the fiscal year Fair option price of all options on the last day of the fiscal year

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Board of Directors has no stock-based compensation. 13.8 With respect to redeemed and delivered options for the Board of Directors and the Board of Executive Officers, in the past three accounting reference periods
Compensation Plano Especial ex-CEO Year ended December 31, 2008 2009 (in R$, except number of members) 1 1 -

2010 1 153,690(1) 0.62(2)

Number of Councilors Number of Directors Number of Shares Pondered average price within accounting reference period Total value of the difference between the exercise value and market value of shares related to options exercised

(1) (2)

9.13

Whereas a termination of employment of the beneficiary as a member of the Board of Directors and its non-reappointment to the position. Exercised in March 2010 under the Initial Public Offering of Shares held by the Company.

Plano Especial Diretor Rental Compensation 2007 Year ended December 31, 2008 (in R$, except number of members) 1 -

2009

Number of Directors Number of Shares Pondered average price within accounting reference period Total value of the difference between the exercise value and market value of shares related to options exercised

1 -

1 128,937 0.67 9.15

Board of Directors has no stock-based compensation. 13.9 Summary of relevant information aiming at a broader understanding of data presented under items 13.6 through 13.8 above, as well as an explanation of the pricing method used for stock and option values

a. Pricing Model
Except for the 2010 Stock Option Plan, the exercise price of options granted under the plans maintained by the Company reflects our book value per share at the date the plan was created, restated using the IPCA. The exercise price for the 2010 Option Plan is based on the price per share of the Company's IPO in April 2010. Our fair value pricing model is based on the expected growth of the Company estimated by our management. This expectation corresponds to a multiple of 6.6 times our EBITDA.

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To calculate the fair value per share at a given fiscal year, the Company uses the following procedure: (A) EBITDA for the year multiplied by 6.6; (B) result of item A less net debt as of the fiscal year; (C) result of item B divided by the number of shares outstanding as of the end of fiscal year. For more information on our calculation of EBITDA, see item 3.2 above.

b. Data and assumptions used in the pricing model

The table below shows the data and assumptions of our pricing model:
Calculation of fair value EBITDA EBITDA multiple Net debt (1) Fair value Share quantity Fair value per share
(1)

Fiscal year ended on December 31st from: 2007 2008 2009 30,391 89,537 157,653 200,581 590,944 1,040,510 31,318 187,735 182,363 169,263 403,209 858,147 87,220,724 87,420,577 87,420,577 1.94 4.62 9.82

____________________________
Composed of loans and short and long term financing.

c. Method used and assumed premises to incorporate the effects from expected early exercise
There was no early exercise.

d. Way of determining the expected volatility

It does not apply to volatility, considering the method used to price the options is the multiple method. e. Other characteristics incorporated in the fair value measurement option There are no. 13.10 Private Pension Funds in force granted to members of the Board of Directorsand the Board of Executive Officers There is no Private Pension Funds in force granted to members of the Board of Directors and the Board of Executive Officers in the Company. 13.11 Administrators Average Compensation
Compensation Year ended December 31, 2007(1) 2008 2009 (in R$ thousands, except number of Administrators) 8(2) 58.0 10.9 39.0 8 167.1 45.7 102.2 5(3) 218.0 143.0 180.6

Board of Directors Number of members Highest individual compensation value Lowest individual compensation value Average individual compensation value

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Board of Executive Officers Number of members Highest individual compensation value Lowest individual compensation value Average individual compensation value
_______________________________________________

4 856.3(5)(6) 591.9(6) 666.4

4.25(4) 1.742.8(5)(6) 729.5(6) 1.114.1

4 3.461.2(5)(6) 894.9(6) 1.574.3

1 2 3 4 5 6

Whereas in 2007 the remuneration paid to the administrators of Mills do Brasil Estruturas e Servios Ltda., incorporated by the Company on December 31, 2007, since the remuneration paid to the administratirs in 2007 was marginal. Considering the number of administrators of Mills do Brasil Estruturas e Servios Ltda, incorporated by the Company on December 31, 2007 In the fiscal year that ended on December 31st of 2009, our Board of Directors was composed of five members. However, the members Andres Cristian Nacht, Nicolas Wollack and Gustavo Felizzola renounced to their compensation. This way, only two members were paid by the Company in 2009. Does not consider the compensation paid to Mr. Ramon Nunes Vazquez, elected in October 2008. Compensation paid for Executive Officer which occupied the position for the 12 months of the year. Considers compensation based on shares, regarding the Companys stock option plan

The Companys Fiscal Council was not installed during the fiscals years ended on December 31st of 2007, 2008 and 2009. 13.12 Contract agreements, insurance policies or other instruments that might underlie the compensation or indemnity mechanisms applicable to managers in the occurrence of dismissal or retirement, and the financial burden they result in for the Company Not applicable 13.13 With respect to the last three accounting reference periods, disclose the percentage of total compensation for each board or committee as acknowledged in the Company results and which applies to members of the Executive Board, of the Board of Executive Officers or the Fiscal Board, that are somehow connected to direct or indirect affiliates, in compliance with the accounting rules that govern this matter.
Board or Committee Board of Directors Board of Executive Officers 2007 10.5% 89.5% Year ended December 31, 2008 13.1% 86.9% 2009 5.1% 94.9%

13.14 With respect to the last three accounting reference periods, disclose the amounts as acknowledged in the Company results for compensation paid to members of the Executive Board, of the Board of Executive Officers or the Fiscal Board, grouped by board or committee, for any purpose other than the function they perform, such as commissions, consulting or advisory services.
Consulting Haroldo Miller(1) Ronald Miles(2) Elio Demier
_______________________________________________

2009 390 214 75

Balance on December 31, 2008 (in R$ thousands) 473 -

2007 412 -

1 2

Amounts paid to the company H. Miller Consulting Ltd., company controlled and managed by Harold Miller, a shareholder of Participaes e Empreendimentos Staldzene S.A., the Companys controlling shareholder and our former director. Amounts paid to the company Londra Consultoria Empresarial Ltda., company controlled and managed by Ronald Miles, a former director of the Company until 2008 and a member of the Board of Directors in 2009.

13.15 With respect to the last three accounting reference periods, disclose the amounts as acknowledged in the results released by direct or indirect affiliates, subsidiaries or companies under common control, by members of the Executive Board, of the Board of Executive Officers or the Fiscal Board, grouped per board or committee, specifying the purpose of such amounts paid to the referred individuals.

149

Not applicable. 13.16 Other information that the Company might judge relevant There is no other relevant information with respect to item 13.

150

14.

HUMAN RESOURCES

151

14.1

Description of the Companys Human Resources, providing the following information

a. the number of employees (total, by groups based on activity and by geographic location)
The chart below shows the number of our employees in the financial years ended December 2007, 2008 and 2009 and March 31, 2010:
2007 281 1,916 5 72 78 2,352 Year ended December 31, 2008 449 2,154 323 69 2 92 3,090 2009 521 2,474 308 103 1 130 3,537 On March 31, 2010 666 2,739 274 130 1 146 3,956

Heavy Construction Division Industrial Services Division Jahu Residential and Commercial Construction Division1 Rental Division Events Division Corporate Total ___________________________ 1 Division acquired in 2008.

On December 31 of 2009, all employees were allocated in Brazil. The table below indicates the location of the employees of the Company, considering the divisions and departments to which they belong, as indicated below:
2010 State Heavy Construction 164 363 20 0 48 0 0 71 Industrial Services 727 621 132 226 1.033 0 0 0 Jahu 99 41 43 0 6 28 31 26 Employees Rental 34 41 27 0 24 1 3 0 Events 0 1 0 0 0 0 0 0 Corporate 98 21 4 0 20 0 0 3 Total 1,122 1,088 226 226 1,131 29 34 100

Rio de Janeiro So Paulo Minas Gerais Esprito Santo Bahia Paran Rio Grande do Sul Distrito Federal 2009 State

Employees Heavy Construction 141 271 20 0 30 0 0 59 Industrial Services 612 604 135 159 964 0 0 0 Jahu 98 89 44 0 0 26 32 19 Rental 30 37 18 0 18 0 0 0 Events 0 0 0 0 0 0 0 0 Corporate 89 17 2 0 20 0 0 2 Total 970 1,018 219 159 1,032 26 32 80

Rio de Janeiro So Paulo Minas Gerais Esprito Santo Bahia Paran Rio Grande do Sul Distrito Federal 2008 State

Employees Heavy Construction 125 228 17 0 21 0 Industrial Services 637 490 65 198 764 0 Jahu 152 77 40 0 0 28 Rental 19 27 12 0 11 0 Events 0 2 0 0 0 0 Corporate 64 16 0 0 12 0 Total 997 840 134 198 808 28

Rio de Janeiro So Paulo Minas Gerais Esprito Santo Bahia Paran

152

Rio Grande do Sul Distrito Federal 2007 State

0 58

0 0

26 0

0 0

0 0

0 1

26 59

Employees Heavy Construction 96 114 12 0 22 37 Industrial Services 431 433 0 0 954 0 Jahu 0 0 Rental 3 0 1 0 1 0 Events 29 43 0 0 0 0 Corporate 55 10 0 98 11 2 Total 614 600 13 98 988 39

Rio de Janeiro So Paulo Minas Gerais Esprito Santo Bahia Distrito Federal

b. the number of outsourced employees (total, by groups based on activity and by geographic location)
The Company has outsourced certain activities which are not directly related to its core business, such as janitorial services, security, transport, meal preparation, and IT support, among others. In addition, the Company signs short-term employment contracts in accordance with the fluctuation in demand for their services. In December 31, 2009 and March 31, 2010, the Company hired 52 and 71 outsourced workers, respectively as detailed below:
2010 State Rio de Janeiro So Paulo Minas Gerais Esprito Santo Bahia Paran Rio Grande do Sul Distrito Federal 2009 State Rio de Janeiro So Paulo Minas Gerais Esprito Santo Bahia Paran Rio Grande do Sul Distrito Federal 2008 State Rio de Janeiro So Paulo Minas Gerais Esprito Santo Bahia Paran Rio Grande do Sul Distrito Federal 2007 State Janitorial services Security Transport Catering IT Support Total Janitorial services 7 7 1 0 0 0 0 0 Security 6 10 0 0 4 0 0 0 Transport 0 0 0 0 0 0 0 0 Catering 0 0 0 0 0 0 0 0 IT Support 5 2 0 0 0 0 0 0 Total 18 19 1 0 4 0 0 0 Janitorial services 8 7 1 1 0 0 0 2 Security 6 9 4 0 2 0 0 2 Transport 2 2 0 0 0 0 0 0 Catering 0 1 0 0 0 0 0 0 IT Support 3 2 0 0 0 0 0 0 Total 19 21 5 1 2 0 0 4 Janitorial services 9 12 2 1 10 0 0 4 Security 8 7 4 0 7 0 0 3 Transport 0 0 0 0 0 0 0 0 Catering 0 0 0 0 0 0 0 0 IT Support 3 1 0 0 0 0 0 0 Total 20 20 6 1 17 0 0 7

153

Rio de Janeiro So Paulo Minas Gerais Esprito Santo Bahia Paran Rio Grande do Sul Distrito Federal

8 3 1 0 0 0 0 0

7 12 0 0 0 0 0 0

2 2 0 0 0 0 0 0

0 0 0 0 0 0 0 0

4 1 0 0 1 0 0 0

21 18 1 0 1 0 0 0

c.

employee turnover index

The turnover rate of our employees was 4.82%, 4.92% and 4.72% in the fiscal years ended December 31, 2009, 2008 and 2007, and 5.64% in the quarter ended March 31, 2010, considering the professionals working in industrial services. The turnover rate of professionals who assemble and disassemble structures and equipment is significantly higher than our average, and reached 5.50% in 2009. This occurs because of short-term labor contracts motivated by the fluctuation of demand for services offered by the Industrial Services Division. Excluding these assembly and disassembly professionals, the turnover rate of our employees in 2009 would be 3.35%.

d.

company's exposure to labor liabilities and contingencies

See item 4.3. 14.2 Comments about any relevant change that occurred with regard to the figures in the item 14.1" above. There has been no relevant change with respect to numbers released in the previous item. 14.3 Description of Company employee remuneration policies

a.

Salary and variable remuneration policy

We believe one of our key competitive advantages is the quality of our skilled labor. We have developed, over the years, a human resources development culture based on achievement, employee participation and transparency. We also have profit sharing programs and offer opportunities for professional development. We believe this culture promotes the loyalty, engagement and enthusiasm of our employees, which leads to a historically low rate of substitution of skilled labor (turnover) and increases our ability to provide quality services to our customers. Our compensation policy includes the payment of salaries consistent with those in the market. Additionally, we offer the Profit Sharing Program to all our employees.

b.

Benefits policy

As a standard policy, we offer our employees the following benefits and facilities, which may change due to contracts executed with our clients: health insurance with coverage for hospital stays: employees contribute part of the cost of this benefit (15% to 35%, according to their salary); group life insurance fully funded by us;
154

dental care fully funded by the employees opting in for this benefit; essential food baskets partially funded by us (50%) for employees who receive up to six times the minimum wage, and that have not missed a workday or arrived late in the month. Each of these employees receives one food basket per month. In December 2009, we distributed 1,661 food baskets to our employees; meal allowance: 20% of the cost of the benefit is discounted from the employee's paycheck; loans to employees under the "Desafogo" Project: the funds should be allocated to specific purposes and cannot exceed one nominal salary of the employee, limited to the amount of R$2.0 thousand; pharmacy benefit agreement; lending of a car to our executives, who must bear all maintenance costs of the vehicle (except for insurance and IPVA property tax); and stock option plan (only for our directors and executives).

c. Characteristics of compensation plans based on stock options of non-administrator employees

We have four stock option plans that benefit our employees, namely, "TopMills Special Plan", "Rental Special Plan - Director," "Rental Special Plan - Managers," and "2010 Stock Option Plan."

TopMills Special Plan

a. Groups of beneficiaries Managers of the Company, provided that they have been in this position since June 2007 or as otherwise deemed eligible by the Board of Directors. b. Conditions for the exercise Virtual stock options will be converted into stock options upon our initial public offering of shares. c. Exercise price

The price of common shares to be acquired by beneficiaries through the exercise of options will be R$1.88 per share, restated by the IPCA, calculated from January 2008 to the date the option is exercised. d. Exercise terms The term for exercising the options will expire four years after the IPO. In the conversion of virtual options into stock options, upon the aforementioned IPO, beneficiaries of the plan will be subject to a three-year lock-up period. e. Number of shares in the plan Up to 782,027 common shares issued by the Company, of which 512,301 are allocated to employees.

Rental Special Plan - Director

a. Groups of beneficiaries
155

The executive responsible for the Rental Division. b. Conditions for the exercise The stock options were granted upon implementation of the plan. The first target established in the plan (which consisted in the Rental Division's EBITDA reaching R$11.0 million) was met in December 2008, and 19,341 options became exercisable. When the second target (which consisted in the Rental Division's EBITDA reaching R$22.0 million) was met in December 2009, 23,056 options became exercisable. c. Exercise price

The price of common shares to be acquired by beneficiaries through the exercise of options will be R$1.88 per share, restated by the IPCA, calculated from January 2008 to the date the option is exercised. d. Exercise terms The term for the exercise of the options will expire in December 2013. The plan provides that, for options granted after the first target is reached, the plan's beneficiary is subject to a lock-up period with the following duration: (I) three years from the date the shares are obtained; (Ii) when the second target is reached; and (iii) up to the end of 2013. Shares acquired due to achievement of the second target may be readily disposed of. Considering that the second target has been reached, shares acquired under said plan may be readily disposed of. e. Number of shares in the plan Up to 42,397 shares issued by the Company, of which 23,056 can still be subscribed or purchased under the plan.

Rental Special Plan - Managers

a. Groups of beneficiaries Managers in the Rental Division. b. Conditions for the exercise The stock options were granted upon implementation of the plan. The first target established in the plan (which consisted in the Rental Division's EBITDA reaching R$11.0 million) was met in December 2008, and 51,575 options became exercisable. When the second target (which consisted in Rental Division's EBITDA reaching R$22.0 million) was reached in December 2009, 61,484 options became exercisable. c. Exercise price

The price of common shares to be acquired by beneficiaries through the exercise of options will be R$1.88 per share, restated by the IPCA, calculated from January 2008 to the date the option is exercised. d. Exercise terms The term for the exercise of the options will expire in December 2013. The plan provides that, for options granted after the first target is reached, the plan's beneficiary is subject to a lock-up period with the following duration: (I) three years from the date the shares are obtained; (Ii) when the second target is reached; and (iii) up to the end of 2013. Shares acquired due to achievement of the second target may be readily disposed of. Considering that the second target has been reached, shares acquired under said plan may be readily disposed of.

156

e. Number of shares in the plan Up to 113,059 shares issued by the Company, of which 61,484 can still be subscribed or purchased under the plan.

2010 Stock Option Plan

a. Groups of beneficiaries Employees in managing positions, and board members. b. Conditions for the exercise In order to be entitled to grants under the 1/2010 Program, each beneficiary must use at least of 33% of the variable portion of their compensation under the Company's Profit Sharing Program, net of taxes and for the year of 2009, to acquire shares issued by the Company. For as long as the exercise price is not fully paid, the shares acquired through the exercise of the option under the Plan cannot be sold to third parties, except upon prior authorization from the Board of Directors, in which case the sale proceeds will be mainly used to settle the beneficiary's debt with the Company. Pursuant to the respective Option Agreement, each beneficiary is prohibited to trade their acquired shares for a period of 5 years, respecting the following rules: (i) After one year as of the execution of the respective Option Agreement, beneficiaries are free to trade up to 25% of their acquired shares; (ii) After one year as of the term defined in item i, beneficiaries are free to trade another 25% of their acquired shares; (iii) After one year as of the term defined in item ii, the beneficiary is free to trade another 25% of the acquired shares; and (iv) After one year as of the term defined in item iii, each beneficiary is free to trade the remainder of their acquired shares; c. Exercise price

The price of the common shares to be acquired by the beneficiaries through the exercise of options shall be set by our Board of Directors or committee, based on the average trading price of our shares on the BM&FBOVESPA, weighted by the trading volume in the month or two months prior to the grant, adjusted for inflation using the IPCA, less any dividends and interest on equity per share paid by us as of the grant date. Exceptionally for the first grant, the exercise price of the options will be based on the IPO issue price (R$11.50), adjusted for inflation using the IPCA, less any dividends and interest on equity per share paid by us as of the date of grant. d. Exercise terms The options granted under this plan will be subject to vesting periods of up to 72 months for the conversion of options into shares. e. Number of shares in the plan

157

The stock options granted under the plan may grant rights to acquire up to 5% of the shares in our capital stock. Additionally, the plan's target is to grant stock options in a number that does not exceed, annually, 1% of the shares of our capital stock at the date of approval of the plan. Exceptionally for 2010, the cap determined by the Board was 1.5% of the shares in our capital stock. To date, were granted options that, when exercised, shall be converted into 1,440,872 common shares issued by the Company. 14.4 Description of the relationships between the Company and trade unions

At December 31, 2009, approximately 5.64% of our employees were represented by a trade union, especially the Civil Construction Trade Union and the Commerce Union. We have agreements with each trade union, and renegotiate them every year. We maintain a good relationship with the main trade unions our employees are represented by. Even so, we have had strikes in the Industrial Services Division for past three years in Rio de Janeiro, Minas Gerais, Esprito Santo and Bahia, triggered by disagreements with the trade unions regarding the collective bargaining agreements, totaling a downtime of 47 days, and reaching only part of the staff. Additionally, our employees were involved in strikes at customers' sites, namely: Solvay in 2008, with four days of downtime, and Transpetro in 2009, with three days of downtime

158

15.

Ownership

159

15.1/15.2

Identification of majority shareholder or group of shareholders:

The table below presents the ownerhip structure of company to date, emphasizing the quantity of shares of capital stock held by direct controlling and administrators on April 28, 2011:
MILLS ESTRUTURAS E SERVIOS DE ENGENHARIA S.A. Participates in shareholder Controlling CPF/CNPJ Nationality agreement Shareholder Quantity 27.109.446/0001 Yes Yes 27,421,713 10.944.330/0001 4/28/2011 4/20/2010 11/11/2010 4/28/2011 4/28/2011 Brazilian American American American American

Shareholder NACHT PARTICIPAES S/A Jeroboam Investments LLC Administrators Capital Group International Inc FMR LLC Ameriprise Financial Inc Others

Date of last change 4/18/2011

% Capital Stock

Yes No No No No No

Yes No No No No No

19,233,281 6,556,938 7,032,185 6,587,000 6,328,400 52,335,792

21.9% 15.3% 5.2% 5.6% 5.2% 5.0% 41.7%

Shareholder Andres Cristian Nacht Jytte Kjellerup Nacht Others

Date of last change 4/18/2011 4/18/2011 4/18/2011

CPF/CNPJ

NACHT PARTICIPAES S/A Participates in shareholder Controlling Nationality agreement Shareholder Argentine Yes Yes Danish Yes Yes Yes Yes

Quantity

% Capital Stock

098.921.337-49 289.858.347-20

2.689.232 923.341 1.115.704

56.9% 19.5% 23.6%

Shareholder Jenison Securities Corp.

Date of last change 4/18/2011

CPF/CNPJ

JEROBOAM INVESTMENTS LLC Participates in shareholder Controlling Nationality agreement Shareholder Panamanian Yes Yes

Quantity

% Capital Stock

100% JENISON SECURITIES CORP Participates in shareholder Controlling Nationality agreement Shareholder Argentine Yes Yes Yes Yes Yes Yes

Shareholder Nicolas Nacht Helen Anne Margaret Ahrens Others

Date of last change

CPF/CNPJ

Quantity

% Capital Stock

734.150.811-68 289.858.347-20

40% 40% 20%

15.3

Description of Share Capital

160

Composition based on the date of this Form Date of last Shareholders Meeting 04/19/2011 Number of individual shareholders 537 Number of corporate shareholders 443 Number of institutional investors 39 Number of outstanding shares per class and type free float 71,688,387 common shares % free float 57.12%

15.4 Organization chart of company shareholders identifying direct and indirect controlling entities as well as shareholders with equal to or more than 5% of shares See item 8.2.

15.5 Shareholder Agreements filed at the headquarters of the Company in which the controlling entity participates, which regulate the exercise of voting rights or rights to transfer Company shares:

161

The Shareholder Agreement signed on July 9, 2007 was terminated because of the public offering of primary and secondary distribution of shares of the Company. On February 11 of 2011, Nacht Participaes S.A. controlling shareholders signed a new Shareholders Agreement regulating the exercise of the Company's control, as described below. a. Members: (i) Andrs Cristian Nacht, Jytte Kjellerup Nacht, Tomas Richard Nacht, Antonia Kjellerup Nacht, Pedro Kjellerup Nacht, Francisca Kjellerup Nacht (jointly, Famlia Nacht), (ii) Jeroboam Investments LLC, and (iii) as actors, Nacht Participaes S.A. and Mills Estruturas e Servios de Engenharia S.A. b. c. Date: 02.11.2011 Term: 12.31.2011

d. Description of the clauses relating to the exercise of voting rights and control power. The vote of the parties with respect to any resolutions pertaining to the Company, whether in general meetings or other corporate events, must be set by agreement between the parties. The shareholder Andrs Cristian Nacht, for this purpose, either in general meetings or board of directors meetings, will always represent the parties. e. Description of the clauses relating to the appointment of administrators. See item d. No other provisions for the appointment of directors, in addition to the prediction that the parties will be represented on the board by Mr. Andrs Cristian Nacht. f. Description of the clauses concerning the transfer of shares and the preference for buying them. The shareholder agreement forbids the transfer of shares to persons outside the family connection consanguinity between the control group in excess of 10% of the shares held by each party to the shareholders agreement. g. Description of the clauses restricting or binding the voting rights of members of the board. See item d. No other provisions for the restriction or binding vote of the directors, in addition to the prediction that the parties will be represented on the board by Mr. Andrs Cristian Nacht. 15.6 Significant Changes in the shareholdings of Members of the Control Group and directors of the Company in the last 3 financial years

Capital Reduction of Nacht Participaes S.A.

At the Extraordinary General Shareholders Meeting held on February 17, 2011, the shareholders of Nacht, after capitalization of part of the accumulated profits and the legal reserve, approved the capital reduction of the capital stock of Nacht. Such capital reduction will be effected through the delivery of shares issued by Mills currently held by Nacht to some of its shareholders after the 60-day period provided by law to creditors opposition. As a result of the capital reduction, the interest of Nacht on the voting and total capital stock of Mills will be reduced in 17.2%, from 39.0% to 21.8%, and the shareholders Jeroboam Investments LLC (Jeroboam), Andres Cristian Nacht (Cristian Nacht) and Jytte Kjellerup Nacht (Jytte Nacht) will hold a direct stockholding at Mills of 15.3%, 1.4% and 0.5%, respectively. Moreover, to regulate its relationship as shareholders of Mills and continue to be qualified jointly as the controlling group of Mills, even after Nachts capital reduction, all shareholders of Nacht on February 11,

162

2011, which included Jeroboam and the members of the Nacht family (Nacht Family), including Cristian Nacht and Jytte Nacht, executed a shareholders agreement regulating the voting rights and the transfer of shares of Nacht and Mills. The main terms of this shareholders agreement are: (a) maintenance of the Nacht Family and Jeroboam as the controlling group of Mills, (b) joint exercise of the voting rights in any decision involving Mills, (c) designation of Cristian Nacht as representative of the controlling group at the Board of Directors and Shareholders Meetings of Mills, and (d) prohibition of sale to third parties of shares of Mills representative of more than 10% of the participation that each shareholder holds individually. The capital reduction of Nacht and the execution of the shareholders agreement do not cause any change on the administrative structure and control of the Company, which will still be held by the Nacht family in the same proportion held previously. In addition, this transaction does not involve any change in the number of shares or in the amount of the capital stock of Mills.

Increases of Capital of the Company and Staldzene

Shareholders of the Company and Staldzene approved on March 12, 2010 an increase in the capital of both companies worth R $ 323.8 thousand through the issue of 153,690 shares by the Company and 24,809,032 shares of Staldzene. The increase was approved depending on the exercise of options to purchase shares granted under the "Special Plan ex-CEO". The increase in the share capital of the company was fully subscribed by Staldzene, while the increase in the share capital of Staldzene was fully subscribed by the recipient of the "Special Plan ex-CEO".

Reductions of Capital of Staldzene and Nacht Participaes

On March 18, 2010, Staldzene shareholders, our controlling shareholder, ratified the reduction of the share capital of that company, the reduction was approved at an Extraordinary General Meeting held on December 4, 2009. The reduction value was R$13.3 million with the cancellation and it involved the issue of 6,307,457 shares of the Company disproportionately distributed to the shareholdings. Also on March 18, 2010 shareholders of Natch Participaes, controlling shareholder of Staldzene, ratified the reduction of the share capital of that company approved at an Extraordinary General Meeting held on December 4, 2009. The reduction value was R$13.3 million with the cancellation and involved the issue of 6,307,457 shares of the Company disproportionately distributed to the shareholdings. On September 30, 2010, Staldzene had its share capital decreased after capitalizing intermediate profits and part of the legal reserve. The share capital reduction occured by transferring a certain quantity of Mills shares, which are currently owned by Staldzene, to Staldzenes shareholders. Staldzene participation in Mills total and voting capital was reduced in 6.7%, from 46.0% to 39.3%. On November 30, 2010, Staldzene was extinguished due to a corporate restructuring. Nacht merged Staldzene, succeeding it in all its rights and obligations. As a result, Nacht becomes Mills direct controlling shareholder with 39.3% of the total and voting capital stock.

Primary offering and secondary distribution of shares

The Company with some of its shareholders promoted primary public offering of 37,037,037 shares issued by the Company and secondary public offering of 14,814,815 shares held by selling shareholders. The Offer Shares have been traded on the Novo Mercado segment of BM&FBOVESPA since April 16, 2010.

163

On May 14, 2010, the leading coordinator of the public offer fully exercised the option of placing additional 7,777,777 common shares owned by certain selling shareholders. The shares subject to such allotment will be traded on the Novo Mercado segment of BM&FBOVESPA on May 19, 2010. There was no increase in the capital of the Company due to the exercise of the over-allotment option.

15.7

Other information which the Company deems relevant

There is no other information which the Company deems relevant

164

16.

TRANSACTIONS WITH RELATED PARTIES

165

16.1

Rules, Policies and Practices for Transactions with Related Parties.

The business and transactions with related parties of the Company are always performed by observing price and usual market conditions and they do not generate any benefit or detriment to the Company or any other party. Under our bylaws, the Board must approve any transaction with any of the Company's shareholders. 16.2 Information on Transactions with Related Parties
Relationship with the Company Date of Transactio n Purpose of the contract Amount (R$ thousand) Current balance (R$ thousand) (31/12/2009) 2009 360 62.5 100 2008 206 2007 618 Amount of related party Guaranties and insurance Conditions of termination or expiration

Name of related party

Duration (months)

Haroldo Miller Haroldo Miller Ronald Miles Elio Demier Editora Bom Texto Ltda.(3)

Ex-Officer Ex-Officer Ex-Board Member Board Member Board Member

1/7/2007 1/7/2009 2/1/2009 1/10/2009 2007. 2008 e 2009

Consulting Consulting Consulting Consulting Purchase of books

1.031 480 172.5 175 324.6

1.031 480 172.5 175 324.6

24 24 15 7 Immediate implementa tion

1/7/2009 1/7/2011 1/5/2010 1/1/2010 Immediate implementation

Loan and Debts Purpose and Interest reason rate -

_______________________________________________

1 2 3

Amounts paid to H. Miller Assessoria e Representaes Ltda, company controlled and administered by Harold Miller our former director. Mr. Haroldo Miller was shareholder of Participaes e Empreendimentos Staldzene S.A. which is our controlling shareholder. Amounts paid to Londra Consultoria Empresarial Ltda which is controlled and administered by Ronald Miles who was director of the Company until 2008 and an alternate member of the Board in 2009. Our Company sponsored two cultural projects proponent of Editora Bom Texto Ltda in the fiscal years ended December 31, 2008 and 2009, this Company is controlled by our director Mr. Elio Demier. Under the Law 8.313/91 (Rouanet Law), all expenses incurred for the promotion of cultural projects as those developed by Editora Bom Texto Ltda are fully deductible for income tax purposes. Our expenses for the two projects amounted to R$92,000.00 in the fiscal years ended December 31, 2008 and R$156,510.00 in the fiscal years ended December 31,2009. Additionally, we acquired at market price copies produced under such projects this way we incurred additional expenses not deductible of R$2,200.00 in the fiscal years ended December 31, 2007, R$17.769.00 in the fiscal years ended December 31, 2008 and R$56,100.00 in the fiscal years ended December 31, 2009.

16.3

Measures Taken to Address the Conflict of Interest

The Company has adopted corporate governance practices and those recommended and/or required by applicable regulations including those set out in Novo Mercado regulations. The Board of Directors must approve and adopt the policies necessary arrangements for directors and shareholders will not be involved in conflict of interest situations. Additionally, pursuant to our by-laws, the Board of Directors must approve any transaction with any of the Company's shareholders. The transactions described in Item 2.16 above were conducted by administrators who had no conflict of interest with the Company, as it was evidenced by the instruments that guided these operations. Additionally. (i) the steps adopted followed the general rules of the Company with respect to the processing of operations in situations of conflict of interest. (ii) the commutativity of operations with Mr Elio Demi and Harold Miller is proving impossible, given the personal character of their services. (iii) expenses incurred in Editora Bom Texto, related to cultural sponsorship provided by the Company, have largely been deductible for income tax purposes, and (iv) as of the date of conclusion of contracts that led the

operations above, the Company was a private company. All shareholders were fully aware of the existence of such operations. and the financial statements for the fiscal years in which the operations incurred were approved by shareholders representing 100% of capital.Ouvir

167

17.

SHARE CAPITAL

17.1

Information about the share capital

The Company's capital stock is composed exclusively of common shares.

Issued capital Subscribed capital Paid-in capital Paid-in capital due date Authorized capital Notes Convertible into Shares Conditions for conversion R$523.453.381.70 e 124.611.304 shares R$523.453.381.70 e 124.611.304 shares R$523.453.381.70 e 124.611.304 shares Not applicable 200.000.000 shares1 0 No aplicvel

_________________________ (1) As the limit approved at an Extraordinary General Meeting held on 12 March 2010. Our by-laws do not establish a limit on the authorized capital in Brazilian currency (BRL).

17.2

Capital Increases for the last five fiscal years:

The table below shows the additions accruing in our capital stock in the last five years:
Capital Increases Corporate Body that ruled the increase General Meeting General Meeting Partners Meeting Partners Meeting General Meeting General Meeting Board of directors Board of directors % of increase over the previous share capital(1) 0.2% 40.5% 34.9% 2.072.0% 0.2% 436.7% 0.71%

Resolution Date 10/01/2009 01/30/2009 06/25/2008 12/31/2007 03/12/2010 03/12/2010 04/14/2010 11/30/2011

Issue Date 10/01/2009 01/30/2009 06/25/2008 12/31/2007 03/12/2010 04/14/2010 11/30/2011

Total amount of the increase R$134,423.51 R$27,178,575.61 R$17,446,926.00 R$47,390,195.00 R$16,200,604.68 R$323,828.12 R$425,925,926.00 R$ 1,670,424.84
(6)

Numbers of shares issued 199,853 20,096,393 17,446,926 47,390,195 153,690 37,037,037 884,005

Issue price R$0.67 R$1.35 R$1.00 R$1.00 R$2.11 R$11.50 1.89

Form of payment Cash Goods Cash Goods Cash Cash Cash

_____________________________

17.3

Stock splits, reverse splits and bonuses

Not applicable 17.4 Regarding reductions in the Companys share capital

The table below details the reduction of the Companys capital approved on June 30, 2009:

Capital Reductions Resolution Reduction Date Date 06/30/2009 06/30/2009

Body Resolution Shareholder Meeting

Value Reduction R$13,434,306.72

Canceled Shares -

Refund per Share -

Percentual Reduced(1) 14.2%

Reasons for the Reduction Loss reduction

_____________________________ (1) Represents the percentage of the capital reduction relative to the capital immediately prior to the reduction.

169

17.5

Other information that the Company considers relevant

Additionally, at an extraordinary general meeting held on January 30, 2009, our shareholders approved the conversion of 23,990,948 common shares into the same number of class A preferred shares. On February 8, 2010, our shareholders approved at an extraordinary general meeting the conversion of all of our class A preferred shares into common shares at a ratio of one new common share for each class A preferred share converted.

170

18.

SECURITIES

171

18.1

Description of the rights of each class and type of share issued

a.

Dividend rights

At each Annual General Meeting, the Board of Directors should make a recommendation on the allocation of net income for the preceding fiscal year, which will be subject to approval by the shareholders. For purposes of the Brazilian Corporate Law, net income is the profit or loss for the year that remains after deducting accumulated losses from prior fiscal years, amounts relating to income tax and social contribution, and any amounts allocated to the payment of profit sharing to the employees and executives of the Company. The Company's Bylaws provides that an amount equivalent to 25% of the adjusted net income for the year should be available for the payment of dividends or interest on equity in any year. This amount represents the compulsory dividends. If the mandatory dividend exceeds the realized portion of net income, the excess may be allocated to an unrealized profit reserve. The calculation of net income and allocations to reserves and the amounts available for distribution are made based on financial statements prepared pursuant to the Brazilian Corporate Law.

b.

Voting rights

Each share gives its holder the right to one vote at all general meetings of shareholders, including matters such as amendments to the Bylaws, the election and dismissal of members of the board of directors, as well as in other matters provided for in the Brazilian Corporate Law.

c.

Convertibility to other class or type of share:

Not applicable

d.

Right to reimbursement of capital

The Company's statutory provisions follow, in this subject, the rules established in the Corporate Law Act and applicable legislation.

e.

Right to participate in public offering due to transfer of control

Under the Novo Mercado Listing Rules, the disposal of the Company's control, either through a single transaction or through successive transactions, shall be contracted under a condition precedent or subsequent that the acquirer undertakes to carry out a public offering of shares for the remaining shares from other shareholders under the same terms and conditions granted to the selling controlling shareholder. The public offering is also required: (i) if onerous assignment of rights to subscribe shares and other securities, or rights related to securities convertible into shares occurs, resulting in the sale of the Companys control; (ii) if control is transferred indirectly, i.e., when the controlling shareholder is a company, the control of such parent company is transferred; (iii) if a shareholder acquires the controlling stock through a private instrument for the purchase of shares. In this case, the Acquiring Shareholder shall be obligated to carry out a public offering of shares under the same terms and conditions offered to the selling shareholder and compensate shareholders that have purchased shares on the stock exchange in the six months prior to the transfer of control. The amount of the compensation is the difference between the price paid to the selling controlling shareholder and the amount paid on a stock exchange for shares in that period, duly adjusted.

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The buyer, when necessary, shall take the necessary measures to restore, within the subsequent six months, the minimum percentage of 25% of outstanding shares in the market. The controlling shareholder shall not transfer the shares it holds, nor the Company shall record any transfer of such shares, until the buyer signs the Statement of Consent from Controlling Shareholders, provided for in the Novo Mercado Listing Rules. Should more than one of the situations described above occur at the same time, which give rise to the carrying out of a public offering of shares, a single offering may be carried out for more than one purpose, provided that it is possible to conform the procedures for all offering modalities, and there is no loss for the addressees of the offer, and, yet, that the CVM authorizes it when required by applicable law.

f.

Restrictions regarding outstanding shares

Not applicable.

g.

Circumstances where guaranteed rights of said securities may be altered.

Under the Brazilian Corporate Law, the Bylaws and the resolutions adopted by shareholders in General Meetings of joint-stock companies cannot deprive shareholders from the following rights: Right to profit sharing; Right to participate in the distribution of any remaining assets in case of Company liquidation, proportionately to their interest in the capital stock; Right of first refusal in the subscription of shares, debentures convertible into shares or subscription rights, except in certain circumstances provided in the Brazilian Corporate Law; The right to oversee the management of corporate businesses, as provided by the Brazilian Corporate Law; The right to vote in General Meetings; and The right to leave the Company, in the cases provided in the Brazilian Corporate Law.

Changes in rights assured by Shares other than those listed above (e.g.: change in the minimum compulsory dividend, change in the reimbursement amount, limitations to the exercise of voting rights, etc.) may be modified by decisions made in general meetings, by simple or qualified majority of the Company's shareholders, depending on the nature of the matter to be resolved.

h.
None

Other Relevant Characteristics

18.2 Statutory regulations which limit the right to vote of large shareholders or which cause them to hold a public offering Not applicable. 18.3 Description of exceptions and suspensive clauses relative to ownership or political rights set forth in the bylaws Not applicable.

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18.4 Information on the volume of trading as well as minimum and maximum values for securities traded on the stock exchange or the over-the-counter market, in each of the quarters in the last 3 financial years Not applicable. 18.5 Description of other securities which are not shares

Non-convertible Unsecured Debentures of First issuance of the Company

Securities Identification of securities Issue date Maturity date Quantity Total amount Restrictions on trading Description restrictions Convertibility Possibility of redemption of trading Debentures Non-convertible Unsecured Debentures of First issuance single tranche April 18, 2011 April 18, 2016 27,000 270,000,000.00 yes The Debentures will be registered for trading in the secondary market through the National Debenture Module (SND), administered and operated by CETIP S.A. OTC Clearing House ("CETIP"). The Debentures shall only be traded among Qualified Investors and after a period of ninety (90) days from the respective subscription or acquisition date, pursuant to articles 13 and 15 of CVM Rule 476. no no

assumptions and method of calculating the redemption no value h. if debt securities, indicate where applicable: Maturity April 18, 2016 date

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Conditions for acceleration

ii.

Interest

The obligations may be declared mature in advance, if the terms and conditions set forth in the Deed of Issue are maintained, in the occurrence of any of the events summarized below: I. Default by non-payment of the Nominal Value, of Remuneration, premium, or any other amounts owed to the debenture holders; V. assignment or pledge any form of transfer or promise of transfer to third parties in whole or in part by the Company, any of its obligations under the Deed, without the prior consent in writing of Debenture Holders representing at least 75% of the outstanding; VI. invalidity, unenforceability or invalidity of the deed and / or the Distribution Agreement, is not remedied within 10 days from the date of the respective event; VII. (a) bankruptcy of the Company, and /or any of its subsidiary or controlling Company; (b) voluntary bankruptcy application made by the Company and / or any of its subsidiary or controlling Company; (c) bankruptcy filing by the Company, and /or any of its subsidiary or controlling Company, formulated by others, not elided within legal; (d) petition for judicial or extrajudicial recovery of the Company and /or any of its subsidiary or controlling Company, regardless of approval of the request; or (e) liquidation, dissolution or extinction of the Company, and /or any of its subsidiary or controlling Company, unless the liquidation, dissolution and / or extinction during the course of a corporate transaction which does not constitute an Event of Default; VIII. changing the company into a limited liability company, pursuant to articles 220 to 222 of Law No. 6,404/76;IX. approval of incorporation, merger or split of the company or sale, by the company, of all or substantially all of its assets or its mining properties, with some exceptions: (a) if the transaction has been approved in advance by the Debenture c Holders representing at least 75% of the outstanding Debentures; or (b) if the Debenture Holders that wish to do so, be assured that, during the minimum period of six months from the date of publication of the minutes of corporate acts in the transaction, the redemption of the Debentures held by them, by paying the outstanding balance of the Nominal Value, plus Remuneration, calculated pro rata from the Issue Date or the date of payment of compensation immediately preceding, whichever is applicable until the date of actual paymentse; or (c) by the incorporation of the Company (so that the Company is the remaining entity), of any Subsidiary; or (d) if the operation is carried out solely between Subsidiaries; X. capital reduction, except if previously approved by Debenture Holders representing at least 75% of the outstanding Debentures, pursuant to Article 174, paragraph 3, of Law No. 6,404/76; XI. change or transfer of control (as defined under Article 116 of Law No. 6,404/76), direct or indirect, of the Company, from any Controlling Company and / or any Subsidiary, except if previously approved by Debenture Holders representing at least 75% of the outstanding Debentures; XV. early maturity of any financial obligation of the Company and / or any Subsidiary, which amount, individual or aggregate, is equal to or greater than R$ 5,000,000.00 or its equivalent in other currencies, and/or occurrence of any event or default of any obligation which, after the expiration of any period provided in their document, or in other cases, within 10 days from the date of their default, give rise to the declaration of acceleration any financial obligation of the Company and / or any Subsidiary, which amount, individual or aggregate, is equal to or greater than R$ 5,000,000.00 or its equivalent in other currencies. interest paid semi-annually will account for 112.5% of the accumulated variation of the interest rate of CDI.

iii. guarantee and, if in the form of collateral, None description of the goods used as collateral iv. iv. in the absence of a guarantee, if the credit is The Debentures will be unsecured, in accordance with Article 58, caput of the Law No. 6,404/76. secured or subordinate v. possible restrictions imposed on the issuer the dividend distribution the sale of certain See terms of acceleration assets the possibility of new debt the issue of new securities vi the fiduciary agent, indicating the key terms of PENTGONO S.A. DISTRIBUIDORA DE TTULOS E VALORES MOBILIRIOS the contract

175

During deliberations of the General Meetings of debenture holders for each of the series, for each outstanding Debenture one vote will be granted, permitting the establishment of proxy, whether Debenture holder or not. Except for the provisions below, all deliberations to be taken in the General Meeting of debenture holders will depend on approval of debenture holders representing at least 75% of outstanding Debentures. conditions for amendment of Not included in the quorum above are: I. quorums expressly provided for in other clauses of the the rights conferred by such deed of issue; and II. changes, which should be approved by debenture holders representing at securities least 90% of outstanding Debentures: (a) of the provisions of this clause; (b) of the quorums for approval provided for in the Deed of issue; (c) the remuneration, except as provided in Clause of the Deed of issuance; (d) any dates for payment of any amounts provided for in the Deed of issuance; (e) of the term of the Debentures; (f) of the type of Debentures; (g) creation of a repricing event; (j) of any Event of Default. other relevant characteristics Debentures issued by Mills Estruturas e Servios de Engenharia S.A.

18.6 Description of the Brazilian markets where the company's securities are admitted for trading Not applicable. 18.7 Description of the securities admitted to trading in foreign markets

Not applicable. 18.8 Description of the public offerings made by the Company or by third parties, including controlling companies and subsidiaries, relating to the Companys securities, during the last three financial years Not applicable. 18.9 Description of takeover bids made by Company for shares issued by third parties during the last three financial years Not applicable. 18.10 Other information which the Company deems relevant There are no other relevant information pertaining to this item 18.

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19.

BUY-BACK PLANS AND SECURITIES HELD IN TREASURY

177

19.1

Share buyback plans

As of December 31, 2009 the Company didnt have a share buyback plan. 19.2 Securities held in Treasury

The Company doesnt have shares in Treasury. 19.3 Securities held in Treasury at the end of the last financial year

As of December 31, 2009 the Company didnt have shares in Treasury 19.4. Other information that the Company considers relevant

There are no other relevant information pertaining to this item 19.

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20.

SECURITIES TRADING POLICY

179

20.1 Description of the Companys policy for trading of securities by major shareholders, direct or indirect, directors, members of the Board of Directors, or of any body with consultative or technical functions, created by legal statute.

a. Date of approval
February 8, 2010.

b. Related parties
The Company, the Controlling Shareholder, the Administrators, members of the Audit Committee, employees (when they have insider information regarding the Company) and any person who adopted this trading policy due to their title, job or position in companies that control or are controlled by the Company ("Persons Bound to the Trading Policy").

c. Main characteristics
The Trading Policy for Securities Issued by the Company(Policy) has the purpose of: (i) (ii) prohibiting the trading of securities issued by the Company by Bound Persons who have material information about the Company; prohibiting the trading of securities issued by the Company by Bound Persons who leave Management positions, for the period of six months after they leave the position or until the material information is disclosed; prohibiting the trading of securities issued by the Company by Bound Persons whenever the acquisition or disposal of shares issued by the Company is in progress, or whenever an agreement or contract is executed for the Company to transfer its control, or when there is the intention to carry out an incorporation, merger, transformation, spin-off or corporate reorganization. This restriction will only apply to our direct or indirect controlling shareholders and Administrators when the acquisition or disposal of shares issued by the Company is in progress; and prohibiting the trading of securities issued by the Company by Bound Persons within the period of fifteen days prior to the disclosure of Quarterly and Annual information, as required by the CVM.

(iii)

(iv)

d.(i) Prohibitions on Trading and description of monitoring procedures

The trading of securities issued by the Company is prohibited in the following periods: (a) (b) (c) When a material act or fact is pending disclosure; After the disclosure of the material act or fact, if the trading activities have a negative impact on the business conditions described in the material act or fact in question; Within the fifteen-day period prior to the disclosure or publication, when applicable, of (i) the Company's quarterly information (ITR); or (ii) the Company's standard financial statements (DFP); and Within six months after the former Administrator leaves office, unless the event is disclosed to the market through the publication of a material fact, or the former Administrator's trading activity has a negative impact on the Company's business condition.

(d)

The aforementioned prohibitions also apply to trading activities performed through:

180

(i) companies controlled by Bound Persons; (ii) third parties with whom the Bound Persons executed a securities portfolio management agreement or a trust agreement; or (iii) People related to the Bound Persons or any person who received insider information from any person who is not allowed to trade, knowing that said information had yet to be disclosed to the market. Indirect trading is not taken into account, and trading activities carried out by investment funds and/or clubs in which the aforementioned people are shareholders will not be subject to trading prohibitions, provided that: (i) the investment funds and/or clubs are not exclusive; and (ii) the trading decisions made by the administrator of the investment fund and/or club cannot be influenced in any way by the respective shareholders. All trading activities with securities issued by the Company carried out by Bound Persons shall only be performed through one of the accredited brokers included in the list sent by the Company to CVM, updated on a regular basis.

20.2

Other information that the Company considers relevant

There is no other relevant information for this item 20.

181

21.

DISCLOSURE POLICY

182

21.1 Rules, bylaws or procedures adopted to ensure that information to be disclosed publicly is collected, processed and reported accurately and in a timely manner The Company approved in the Board of Directors Meeting held on February 8, 2010 the Policy for Disclosure of Relevant Information and Confidentiality, to establish practices for disclosure and use of relevant information pursuant to CVM Instruction No. 358, CVM Instruction No. 369 of June 11, 2002, and CVM Instruction No. 449 of March 15, 2007, establishing the obligations of the mechanisms of such information that is relevant to the market. 21.2 Disclosure policy for relevant events or facts adopted by the issuer, indicating the procedures for maintaining secrecy about relevant information not disclosed The Company approved in the Board of Directors Meeting held on February 8, 2010 the Policy for Disclosure of Relevant Information and Confidentiality, to establish practices for disclosure and use of relevant information pursuant to CVM Instruction No. 358, CVM Instruction No. 369 of June 11, 2002, and CVM Instruction No. 449 of March 15, 2007, establishing the obligations of the mechanisms of such information that is relevant to the market. The actions or facts that constitute Relevant Information , under Article 155 1 Law No. 6404/76 and Article 2 of CVM Instruction No. 358/02: (a) means any controlling shareholder's decision, deliberation of General Assembly or administration bodies of the Company; or (b) any other action or fact of a politicaladministrative, technical, trading or economic-financial character that has occurred or is related to the business of the Company, and which may substantially influence: (i) quotations of securities; (ii) investors' decisions to buy, sell or hold securities; or (iii) investors' decisions to exercise any of the rights associated with their position as owners of securities. The Investor Relations Officer is responsible for the dissemination of information regarding relevant facts or events, although the other administrators respond jointly in cases of non-compliance with the rules on disclosure.The Officers, members of the Board and all employees who have personal knowledge of relevant events or facts shall notify the Investor Relations Officer, . Executive Director responsible for Investor Relation s.It is the responsibility of the Company's Investor Relations Director, so the proper measures can be taken. The Relevant Information shall be released, preferably, before the start or after the finish of trading on the stock exchanges and OTC. If there is a conflict in schedules, the opening hours of the Brazilian market should prevail. The Investor Relations Officer should: (i) advise and notify CVM and Stock Exchanges, immediately after becoming cognizant, of the occurrence of any action or relevant event or any event related to Company business that is considered Relevant Information; (ii) strive to ensure broad and immediate dissemination of Relevant Information simultaneously for the Stock Exchanges and in all markets in which Company stock has been admitted to trading, and to the investing public in general, by any means of communication, including press releases or meetings of professional associations, investors, analysts or to a selected members of the public, in Brazil or abroad; and (iii) assess the need to ask, always simultaneously the BM&FBOVESPA and, if the case, Stock Exchanges and OTC, the suspension of trading of securities for a certain period of time, to properly disclose the relevant information, if it is imperative that disclosure of relevant act or fact occurring during trading hours. 21.3 Administrators responsible for implementation, supervision of the information disclosure policy Investor Relations Officer 21.4 Other information that the Company deems relevant
183

maintenance,

evaluation

and

There is no other relevant information for this item 21.

184

22.

EXTRAORDINARY BUSINESS

185

22.1 Acquisition or disposal of any significant assets which does not belong to the normal operations of the Company There was no acquisition or disposal of any significant assets which does not belong to the normal operations of the Company. 22.2 Significant changes in the running of the Companys business

There were no significant changes in the running of the Companys business. 22.3 Identify significant contracts concluded by the Company and its subsidiaries which are not directly connected to its operations No significant contracts were concluded by the Company and its subsidiaries which are not directly connected to its operations. 22.4 Other information that the Company deems relevant

There is no other relevant information for this item 22.

186
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