MILLS ESTRUTURAS E SERVIOS DE ENGENHARIA S.A.

CNPJ/MF No. 27.093.558/0001-15 NIRE 33.3.0028974-7 Publicly-held Company

MINUTE OF THE ORDINARY AND EXTRAORDINARY GENERAL SHAREHOLDERS MEETING, HELD ON APRIL 20, 2012

DATE, TIME, PLACE: On April 20, 2012, at 16:00, at Avenida das Amricas 500, bloco 14, loja 108, Barra da Tijuca, Shopping Downtown, in the city of Rio de Janeiro, State of Rio de Janeiro. CALL OF THE MEETING: By means of convening notice published on 21, 22 and 22 of March, in "Dirio Oficial do Estado do Rio de Janeiro" and "Valor Econmico". PUBLICATION: Financial statements, management's report and report of the independent auditors regarding the fiscal year ended on December 31, 2011, approved by the Board of Directors of the Company in the meeting held on February 9, 2012, published in "Dirio Oficial do Estado do Rio de Janeiro" and "Valor Econmico" on March 6, 2012, being the publication of the notices provided in article 133, caput, of Law No. 6,404/76 dismissed in view of the provisions of paragraph 5 of the same article. ATTENDANCE: Shareholders jointly representing 72,48% of the capital stock of the Company, as registered in the Book of Shareholders Presence, noting, in this way, the existence of quorum for the Ordinary Shareholders Meeting and Extraordinary Shareholders Meeting. Also present Mr. Frederico Atila Neves Silva, Chief Financial and Administrative Officer of the Company, and Mr. Raphael Falconi Vasconcellos Gomes, enrolled in the CRC/RJ under No. 109567/O-2, representing Deloitte Touche Tohmatsu Auditores Independentes, and Mr. Maurcio Rocha Alves de Carvalho, member of

the Fiscal Council, provided in article 164, of Law No. 6,404/76. BOARD OF THE MEETING: Chairman: Andres Cristian Nacht; Secretary: Mauricio Negri Machado Paschoal. AGENDA: I. Ordinary General Shareholders Meeting: (i) appreciation of the Managements Report, the Managements accounts, the Company's Financial Statements and the independent auditor's report for the fiscal year ended December 31, 2011, as accompanied by the opinion of the independent auditors and the favorable opinion of the Fiscal Council; (ii) approval of the capital budget for the 2012 fiscal year; (iii) approval of the Managements Proposal for the Allocation of Net Income for Fiscal Year Ended December 31, 2011; (iv) Reelect the members of the Companys Board of Directors; and (v) establish the compensation of the Companys administrators for fiscal year 2012; and II. Extraordinary General Shareholders Meeting: (i) approve amending the Companys corporate purposes, with the consequent amendment to article 2 of the bylaws; (ii) approve amending the main clause of article 5 of the bylaws, to conform to the resolutions of the Board of Directors passed on July 27, 2011, September 23, 2011, October 24, 2011, January 24, 2012 and February 28, 2012, which approved increasing capital within the authorized capital limit; (iii) approve amending article 14 of the bylaws to conform to the new redaction of article 146 of Law 6.404 of December 15, 1976, as amended (the Brazilian Corporations Law); (iv) approve creating a permanent Fiscal Council for the Company, with a consequent amendment to article 28 of the bylaws, and the election of its members; (v) approve amending the redaction of article 1 of the bylaws, to exclude the phrase if installed referring to the Companys Fiscal Council, since, upon approval of the amendment addressed in item "4" of the agenda for the Extraordinary Shareholders Meeting, the Fiscal Council will become a body with permanent functions; (vi) establish the compensation of the members of the Companys Fiscal Council; (vii) deliberate amending article 47 of the Companys bylaws, to conform to the new redaction of the BM&FBOVESPA Market Arbitration Chambers Regulations (Regulamento de Cmara de Arbitragem do Mercado da BM&FBOVESPA); (viii) deliberate restating the Companys bylaws to reflect the above-mentioned amendments, if approved; and (ix) deliberate amending item 6.1 of the Companys Stock Option Plan as approved at the extraordinary

shareholders meeting held on February 8, 2010, to modify the criteria for setting the strike price of the options granted. DECISIONS: Brought into the discussion the matters on the agenda, the shareholders resolved: I. In Ordinary General Shareholders Meeting:

(i) to approve, by unanimous vote, registering abstentions as manifestation, with abstentions by filed shareholders legally prevented, the Management Report, the Managements accounts, the Companys Financial Statements, the independent auditors report and the fiscal councils report for the fiscal year ended December 31, 2011; (ii) in compliance with the provisions of Article 196 of Law No. 6404/76, to approve, by unanimous vote, registering abstentions as manifestation filed, the proposal of capital budget for the 2012 fiscal year, attached hereto as Annex 1, approved by the Board of Directors of the Company on February 9, 2012; (iii) to approve, by unanimous vote, registering abstentions as manifestation filed, the proposal for the allocation of net income for fiscal year ended December 31, 2011, approved by the Board of Directors on February 9, 2012, attached hereto as Annex 2; (iv) to reelect, by majority of vote, registering abstentions as manifestation filed, the members of the Board of Directors, with mandate until the next ordinary general shareholders meeting to be held to approve the accounts for the fiscal year 2013, Mr.: 1) Andres Cristian Nacht, argentinian, married, industrial, resident and domiciled at Rua Levi Carneiro 344, Barra da Tijuca, in the city of Rio de Janeiro, State of Rio de Janeiro, bearer of identity card RG n. W520085-X, issued by SE/DPMAF/DPF and enrolled with CPF/MF under n. 098.921.337-49; 2) Elio Demier, brazilian, married, Bachelor of Social Communication, resident and domiciled at Rua Sorocaba 691, apartament 502, Botafogo, in the city of Rio de Janeiro, State of Rio de Janeiro, bearer of identity card RG n. 81.034.346-7, issued by IFP/RJ and enrolled with CPF/MF under n. 260.066.507-20; 3) Diego Jorge 3

Bush, argentinian, married, economist, resident and domiciled at Rua Peixoto Gomide 2022, ap. 11, in the city of So Paulo, State of So Paulo, bearer of identity card RG n. W128971-X and issued by SE/DPMAF/DPF; 4) Nicolas Arthur Jacques Wollack, french, married, executive, resident and domiciled at Ladeira de Nossa Senhora 325, Glria, in the city of Rio de Janeiro, State of Rio de Janeiro, bearer of identity card of foreigner RNE n. V317048-W, issued by CGPI/DIREX/DPF and enrolled with CPF/MF under the n. 057.378.217-22; 5) Pedro Henrique Chermont de Miranda, brazilian, married, mechanical engineer, resident and domiciled at Rua Sambaba 699, bloco 3, ap. 504, Leblon, in the city of Rio de Janeiro, in the State Rio de Janeiro, bearer of identity card RG n. 9.299.832-7, issued by IFP/RJ and enrolled with CPF/MF under the n. 023.120.657-70; 6) Pedro Sampaio Malan, brazilian, divorced, economist, resident and domiciled at Rua Itana 177, ap. 402, Jardim Botnico, in the city of Rio de Janeiro, State of Rio de Janeiro, bearer of identity card RG n. 1.641.979, issued by IFP/RJ and enrolled with CPF/MF under the n. 028.897.227-91; e 7) Mr. Jorge Marques de Toledo Camargo, Brazilian, married, geophysicist, resident and domiciled at Rua Almirante Saddock de Sa No. 370, ap. 101, Ipanema, in the city of Rio de Janeiro, State of Rio de Janeiro, bearer of identity card RG No. 293,644, issued by SSP/DF, and enrolled with CPF/MF under No. 114400151-04, noting tha Messrs. Pedro Sampaio Malan and Jorge Marques de Toledo Camargo are elected as independent Board Members, taking into account the requirements of the regulation of Novo Mercado of BMFBOVESPA S.A. Bolsa de Valores, Mercadorias e Futuros. The members of the Boar of Directos will take office for the position which they were elected by signing the instrument of investiture in the Book of Minutes of the Meetings of the Company's Board of Directors, jointly with the signature of the respective instrument of consent of the managers alluded in the "Regulamento do Novo Mercado" and statements in compliance with Articles 146 and 147 of Law No. 6404/76 and the second paragraph of Article 28 of the Company's Bylaws, as well as the provisions of CVM Instruction No. 367/02. (v) the shareholders decided, by unanimous vote, registering abstentions as manifestation filed, to set forth the annual global compensation of the Board of Directors and the Managers, for the 2012 fiscal year, in the amount of R$10,671,000.00 (ten million, six hundred and seventy one thousand reais), being

the Board of Directors the responsible for its distribution among the members of the Board of Directors and Managers. II. In Extraordinary General Shareholders Meeting:

(i) to approve, by unanimous vote, registering abstentions as manifestation filed, amending the Companys corporate purposes, with the consequent amendment to article 2 of the bylaw, to allow the inclusion of new activities that will be developed by the Company. That said, article 2 of the Companys bylaws will have the following wording: "Article 2 - The Companys purpose is: (a) to lease, commercially intermediate and sell, with assembly or not, goods of its own manufacture or as acquired from third parties, including molds, shoring, scaffolding, pressurized dwellings, floors, structures and similar equipment, made out of steel, aluminum, metal, plastic and wood, as well as their related parts, components, accessories and raw materials, (b) to lease, with or without operators, commercially intermediate and sell aerial work platforms and telescopic handlers, to train personnel to operate the equipment, maintain and provide technical assistance on its own equipment or that of third parties, (c) to import and export the above-described goods, including their parts, components and raw materials, (d) to provide painting, sandblasting, thermal insulation, surface treatment, passive protection against fire, cargo handling, coppersmithing, refractory, inspection and nondestructive testing, including, among other equipment, the access by rope used by industrial scalers, as well as the other services inherent to such activities, as well as manufacturing, assembly and commercialization of its own products for such activities; (e) consulting and sales of engineering projects; (f) to construct structured tent roofing enclosed by plastic or similar tarpaulin, (g) to provide low-voltage electrical installations, and (h) to participate as a stockholder or quotaholder in other companies or corporations." (ii) to approve, by majority vote, registering abstentions as manifestation filed, amending the main clause of article 5 of the bylaws, to conform to the resolutions of the Board of Directors passed on July 27, 2011, September 23, 2011, October 24, 2011, January 24, 2012 and February 28, 2012, which approved increasing capital

within the authorized, which shall henceforth as the following wording: "Artigo 5 - The capital stock, which is fully subscribed and paid in, is R$ 527,989,915.31 (five hundred twenty-seven million, nine hundred eighty-nine thousand, nine hundred and fifteen reais and thirty-one centavos), represented by 125,689,646 (one hundred twenty-five million, six hundred eighty-nine thousand, six hundred and forty-six) book-entry common shares without par value." (iii) to approve, by unanimous vote, registering abstentions as manifestation filed, amending article 14 of the bylaws to conform to the new redaction of article 146 of Law 6.404 of December 15, 1976, as amended by Law of June 27 12,431, 2011, which no longer requires that members of the Board of Directors are shareholders of the company, passing in the caput of this article of the bylaws of the company in force with the following: "Artigo 14 - The Board of Directors shall consist of a minimum of 5 (five) and a maximum of 11 (eleven) sitting members, shareholders or not, resident in Brazil and elected at a Shareholders Meeting, for a unified 2 (two)-year term of office, and who may be reelected." (iv) to approve, by unanimous vote, creating a permanent Fiscal Council for the Company, with a consequent amendment to article 28 of the bylaws, and the election of its members; which shall henceforth as the following wording: "Artigo 28 - The Fiscal Council shall operate permanently, and it shall be composed of three sitting members and an equal number of Alternates, whether shareholders or not, resident in Brazil and elected at a Shareholders Meeting, which shall determine their compensation. 1 The Fiscal Councils members shall have roles and duties conferred by law and shall be substituted, in their incapacities, absences or vacancies, by their Alternates. 2 The Fiscal Councils members and their alternates shall hold office as of the

installation of the body until the first Shareholders Meeting held after their election. 3 The President of the Fiscal Council shall be chosen at a Shareholders Meeting. 4 The investiture of the members of the Fiscal Council shall be conditioned on the prior signing of the Term of Consent of the Members of the Fiscal Council, as determined by the Novo Mercado Rules, and in compliance with the applicable legal requirements. 5 The call notice for Fiscal Council meetings shall be made by correspondence sent under the protocol or Notice of Receipt, or by telegram, fax or email, always obeying the minimum period of 5 (five) calendar days in advance. The call notice shall be accompanied by all documents and supporting materials necessary for councilors to properly form their opinion on the matters to be discussed at the meeting in question. In exceptional cases, when the corporate interest so requires, call notices for Fiscal Council meetings or their supporting materials may be sent to the Council members with less time than stipulated above. Such notices or materials, however, shall be sent to the Councilors as soon as possible within a reasonable time for the Councilors to properly form their opinion on the subject in question, stating also the reason for the urgency. 6 The meeting shall be considered valid, even in cases where the call notice and/or the agenda have not been provided in advance in accordance with Paragraph 5 above, if all the councilors are present. 7 The Councilors may attend meetings of the Fiscal Council via conference call, video conference or by any other means of electronic communication that permits the identification of Councilors and simultaneous communication with all other persons attending the meeting." Taken into account the creation of a permanent Fiscal Council of the Company, the shareholders decided, by unanimous vote, to elect to compose the Fiscal Council of

the Company the following members, 1) Mr. Rubens Branco da Silva, Brazilian, married, lawyer, bearer of identity card No. 022570, issued by OAB/RJ, enrolled with CPF/MF under No. 120049107-63, resident and domiciled at Avenida dos Flamboyants No. 1250, Block 02, Apartment 501, Barra Tijuca, in the city of Rio de Janeiro, State of Rio de Janeiro, CEP 22776-070; 2) Mr. Eduardo Botelho Kiralyhegy, Brazilian, single, lawyer, bearer of identity card No. 114,461, issued by OAB/RJ, enrolled with CPF/MF under No. 082613217-03, resident and domiciled at Avenida Julio Furtado No. 193/605, Graja, in the city of Rio de Janeiro, State of Rio de Janeiro, CEP 20561-010; 3) Mr. Maurcio Rocha Alves de Carvalho, Brazilian, married, engineer, bearer of identity card No. 04249242-1, issued by ISP/RJ, enrolled with CPF/MF under No. 709925507-00, resident and domiciled at Rua Canario No. 515, apartment 41, Moema, in the city of So Paulo, State of So Paulo, CEP 04521-002, as permanent members, and 1.1.) Mr. Daniel Oliveira Branco Silva, Brazilian, single, lawyer, bearer of identity card No 127.990, issued by OAB/RJ, enrolled with CPF/MF under n. 080.968.467-52, resident and domiciled at Avenida Jornalista Ricardo Marinho, n 300, apt 1202, Barra da Tijuca, in the city of Rio de Janeiro, State of Rio de Janeiro, CEP 22.631-350; 2.1.) Maria Cristina Pantoja da Costa Faria, Brazilian, single, lawyer, bearer of identity card No. 99894, issued by the OAB / RJ, enrolled with CPF / MF under No. 886793577-15 , Rua Joaquim Nabuco 266 / 402, Arpoador in the City of Rio de Janeiro, State of Rio de Janeiro, CEP 22080-030; and 3.1.) Mr. Peter Edward Cortes Marsden Wilson, Brazilian and English, married, business administrator, bearer of identity card No. 84243799, issued by SSP/RJ, enrolled with CPF/MF under No. 168126648-20, resident and domiciled at Rua Princesa Izabel No. 347, apartment 92, Campo Belo, in city of So Paulo, State of So Paulo, CEP 04601-001, as their respective alternate members, all of them with term of office until the Ordinary General Shareholders Meeting to examine the financial statements for the fiscal year 2012, and to take office within 30 (thirty) days from the present date, by signing the respective instrument of investiture in the Book of Minutes of the Meeting of the Company's Board of Auditors, instruments of consent of the Board of Auditors' members referred to in the "Regulamento do Novo Mercado" and statements in 8

compliance with Articles 146 and 147 of Law No. 6404/76 and the second paragraph of Article 28 of the Company's Bylaws, as well as the provisions of CVM Instruction No. 367/02. Mr. Rubens Branco da Silva hold the position of Chairman of the Fiscal Council; (v) to approve, by unanimous vote, amending the redaction of article 1 of the bylaws, to exclude the phrase if installed referring to the Companys Fiscal Council, since, upon approval of the amendment addressed in item (i) of the agenda for the Extraordinary Shareholders Meeting mentioned above, the Fiscal Council will become a body with permanent functions, which shall henceforth as the following wording: "Artigo 1 - The Company is named MILLS ESTRUTURAS E SERVIOS DE ENGENHARIA S.A. and shall be governed by these By-Laws, by Law 6.404 of December 15, 1976, as amended (the Brazilian Corporations Law), by the standards of the Brazilian Securities Commission (the Comisso de Valores Mobilirios, or the CVM) and other applicable legal provisions and by the Regulamento de Listagem do Novo Mercado of BM&FBOVESPA S.A.-Bolsa de Valores, Mercadorias e Futuros (Novo Mercado Rules, Novo Mercado and BM&FBOVESPA, respectively), to which the Company, its shareholders, managers and members of the Fiscal Council are subject. " (vi) pursuant to paragraph three of Article 162 of Law No. 6404/76, it was approved, by unanimous vote, that the monthly individual remuneration of the members of the Board of Auditors shall be of 10% (ten percent) of the remuneration set out for each manager of the Company, excluding benefits, business entertainment allowance and profit sharing; (vii) to approve, by unanimous vote, amending article 47 of the Companys bylaws, to conform to the new redaction of the BM&FBOVESPA Market Arbitration Chambers Regulations (Regulamento de Cmara de Arbitragem do Mercado da BM&FBOVESPA), which shall henceforth as the following wording:

"Article 47 - The Company, its shareholders, managers and members of the Fiscal Council obligate themselves to resolve, through arbitration, before the Market Arbitration Chamber, any and all disputes or controversies that may arise among them, related to or arising in particular from the application, validity, effectiveness, interpretation, breach and sequelae, of the dispositions contained in the Brazilian Corporations Law, the By-Laws, the standards issued by the National Monetary Council, the Central Bank of Brazil and the CVM, as well as other standards applicable to the functioning of the capital markets in general, beyond those contained in the Novo Mercado Rules, the Sanctions Regulation, the Contract for Participation in the Novo Mercado and the Arbitration Rules of the Market Arbitration Chamber." (viii) Taken into account the above decisions, to approve, by unanimous votes, the new wording of the Bylaws of the Company which, reformed and consolidated, shall be effective as Annex 3; and (ix) to approve, by a majority of those present, registering abstentions as manifestation filed, amending item 6.1 of the Companys Stock Option Plan, to modify the criteria for setting the strike price of the options granted, and the Stock Option Plan, reformed and consolidated, shall be effective as Annex 4, which shall henceforth as the following wording: 6.1 Except on the provisions of item 6.1.1 below, the exercise price of options granted under the Plan is set by the Board of Directors or by the Committee (as the case may be), taking into consideration: (i) in the case the options to be granted have as consideration the purchase of shares issued by the Company by the Beneficiary, the value of the stock equity of the shares on December 31 of the tax year immediately preceding the date of the award; or (ii) in other cases, the value corresponding to the average share price of the Company of the same species from those on which the option is referenced in BMFBOVESPA S.A.- Bolsa de Valores, Mercadorias e Futuros, weighted by volume, during the fiscal year immediately preceding the date of the award. Regardless of the criteria be adopted for defining the exercise price, this will be restated in accordance with IPCA (Broad consumer price index), published by the Brazilian Institute of geography and statistics, or for another index that will be determined by the Board of Directors or by the Committee

10

(as the case may be), and deducted from the value of dividends and interest on stockholders ' equity per share DOCUMENTS SUBMITTED TO THE GENERAL SHAREHOLDERS MEETING: THE DOCUMENTS SUBMITTED TO THE GENERAL SHAREHOLDERS MEETING WERE NUMBERED AND CERTIFIED BY THE BOARD OF THE MEETING AND FILED AT THE COMPANY, HAVING BEEN DELIVERED COPIES TO SHAREHOLDERS WHO REQUESTED THEM. CLOSING: WITH NOTHING MORE TO BE DISCUSSED, THE CHAIRMAN HAS JUST DROPPED THE WORK, THESE MINUTES WERE DRAWN UP IN SUMMARY FORM, THAT WILL BE PUBLISHED WITHOUT THE SIGNATURES OF THE PRESENT SHAREHOLDERS, IN ACCORDANCE WITH FIRST AND SECOND PARAGRAPHS OF ARTICLE 130 OF LAW NO. 6404/76, WHICH, AFTER BEING READ AND APPROVED, WAS SIGNED IN THE PROPER BOOK BY ALL SHAREHOLDERS IN ATTENDANCE, THE CHAIRMAN AND THE SECRETARY. SHAREHOLDERS IN ATTENDANCE: ANDRES CRISTIAN NACHT, SNOW PETREL S.L., NACHT PARTICIPACOES SA, DIEGO JORGE BUSH, ELIO DEMIER, CARNEGGIE LLC, FEBE VALOR FUNDO DE INVESTIMENTO EM ACOES, FAMA CHALLENGER, MASTER FUNDO DE INVESTIMENTO EM AES, CHASE MANHATTAN BK AS TR OF THE R PLAN OF THE C M BK AND CAC, LOCKHEED MARTIN CORP MASTER RETIREMENT TRUST, VANDERBILT UNIVERSITY, FAMA STRIKER MN MASTER FD DE INVEST MULTIMERCADO LONGO PRAZO, JBI FOCUS MASTER FUNDO DE INVESTIMENTO DE AES, FUNDO DE INVESTIMENTO EM AESA SABESPREV JB FOCUS, SMALLCAP WORLD FUND.INC, FINDLAY PARK LATIN AMERICAN FUND, FIDELITY INVESTMENT TRUST: FIDELITY SERIES EMERGING MARK FUN, AMERICAN FUNDS INS SER GL SMALL CAPITALIZ FD, FIDELITY CONTRAFUND, FIDELITY S FUND: FIDELITY BLUE CHIP GROWTH FUND, FIDELITY FINANCIAL TRUST FIDELITY INDEPENDENCE FUND, DRIEHAUS EMERGING MARKETS GROWTH FUND, ARTISAN GROWTH OPPORTUNIES FUND, ING BEWAAR MAATSCHAPPIJ I BV, CAISSE DE DEPOT ET PLACEMENT DU QUEBEC, LOOMIS SAYLES GLOBAL EQUITY AND INCOME FUND, FLORIDA RETIREMENT SYSTEM TRUST FUND, ADVANCED SERIES TRUST - AST ASA ALLOCATION PORTFOLIO, MAINSTAY EPOCH INTERNATIONAL SMALL CAP FUND, ATWILL

11

HOLDINGS LIMITED, THE MONETARY AUTHORITY OF SINGAPORE, RAYTHEON COMPANY MASTER TRUST, TEACHERS RETIREMENT SYSTEM OF THE STATE OF ILLINOIS, LAUDUS INTERNATIONAL MARKETSMASTER FUND, COLLEGE RETIREMENT EQUITIES FUND, SPDR S&P EMERGING MARKETS SMALL CAP ETF, THE LATIN AMERICAN DISCOVERY FUND, INC., ISHARES MSCI BRAZIL SMALL CAP INDEX FUND, EMERGING MARKETS SMALL CAPIT EQUITY INDEX NONLENDABLE FUND, TIAA-CREF FUNDS - TIAA-CREF EMERGING MARKETS EQUITY FUND, ROCKWELL COLLINS MASTER TRUST, THE MASTER T BK OF JPN, LTD AS T OF NIKKO BR EQ MOTHER FUND, FIDELITY CONTRAFUND: FIDELITY A N I FUND, THE HOSPITAL AUTHRORITY PROVIDENT FUND SCHEME, EWING MARION KAUFFMAN FOUNDATION, NATIONAL GRID UK PENSION SCHEME TRUSTEE LIMITED, ALPINE GLOBAL INFRASTRUCTURE FUND, DRIEHAUS EMERGING MARKETS SMALL CAP GROWTH FUND, THE PENSION RESERVES INVESTMENT MANAG.BOARD, IBM DIVERSIFIED GLOBAL EQUITY FUND, UNIV OF PITTSBURGH MEDICAL CENTER SYSTEM, MANNING & NAPIER FUND, INC. PRO-BLEND EXTENDED TERM SERIES, EATON VANCE INT (IR) F PLC-EATON V INT (IR) PAR EM MKT FUND, SSGA MSCI EMERGING MKT SMALL CI NON LENDING COMMON TRT FUND, EMERGING MARK SMALL CAPITALIZAT EQUITY INDEX NONLENDA FD B, MARTIN CURRIE IF - LATIN AMERICA FUND, STATE ST B AND T C INV F F T E RETIR PLANS, THE MINISTERS AND MISSION BNFT BRD AM BAPT CH, COX ENTERPRISES INC MASTER TRUST, THE MASTER T BK OF JP, LTD AS T OF PINEBRIDGE E MKT E M FDII, MARKET VECTORS - LATIN AMERICA SMALL - CAP ETF, GMAM INVESTMENT FUNDS TRUST, THE BOEING COMPANY EMPLOYEE SAVINGS PLANS MASTER TRUST, BRAZIL SECTOR LEADER FUND, FIDELITY INVESTMENT TRUST: FIDELITY TOTAL EMERGING MARKETS F, STATE OF OREGON, PUBLIC EMPLOYEES RETIREMENT SYSTEM OF OHIO, STATE STREET EMERGING MARKETS, ISHARES MSCI EMERGING MARKETS SMALL CAP INDEX FUND, ROCHE US DB PLANS MASTER TRUST, WILLIAM BLAIR EMERGING MARKETS SMALL CAP GROWTH FUND, SAN DIEGO GAS & ELEC CO NUC FAC DEC TR QUAL, SSGA SPDR ETFS EUROPE I PLC, CAPITAL INTERNATIONAL - INTERNATIONAL EQUITY, FORD MOTOR CO DEFINED BENEF MASTER TRUST, THE MTBJ, LTD. AS TRT F N TRT ALL C WD E IN I F (TAX E QIIO), VIRGINIA 12

RETIREMENT SYSTEM, FUNDO LATINO AMERICANO CIBC, HSBC GLOBAL INVESTMENT FUNDS - BRAZIL EQUITY, HSBC FUNDO DE INVESTIMENTO ACOES INSTITUCIONAL, HSBC FIA SMALL CAPS, HSBC FI ACOES VALOR, HSBC FI PREVIDENCIARIO MULTIMERCADO POTENCIAL, HSBC FI MULTIMERCADO PREVID AGRESSIVO VGBL, HSBC FUNDO DE INV DE ACOES SETORIAL ATIVO, HSBC FIA KAZAN INSTITUCIONAL, HSBC FI MM PREVID. MODERADO VGBL, HSBC FI MULTIMERCADO PREVIDENCIARIO 49, HSBC FUNDO DE INVESTIMENTO DE ACOES CELI, HSBC FI MULTIMERCADO PREVIDENCIARIO AGRESSIVO, HSBC FI PREVIDENCIARIO MULTIMERCADO VALOR, FUNDO MUTUO DE INV ACOES CCF SALUBRE, HSBC FIM PREVIDENCIARIO MODERADO, HSBC FI MULTIMERCADO PREVIDENCIARIO FUTURE COMPOSTO II, HSBC FI DE ACOES KAZAN PRIVATE, HSBC FIM PREVIDENCIARIO FUTURE COMPOSTO I, HSBC FIM PREVIDENCIARIO FUTURE COMPOSTO III, HSBC FI MULTIMERCADO PREVIDENCIARIO MODERADO II VGBL, HSBC FI MULTIMERCADO ABAETE, HSBC FUNDO DE INVESTIMENTO DE ACOES SANTA HELENA VALOR, HSBC FIM PREVIDENCIARIO MODERADO II, HSBC FUNDO DE INV DE ACOES NITE, HSBC FIM PREVIDENCIARIO TAGUAIBA, HSBC FI MULTIMERCADO PREVIDENCIARIO EMPRESARIAL MODERADO, THE MASTER TRUST BANK OF JAPAN LTD AS TRUSTEE FOR HSBC BRAZIL INFR EQTY MOTHER FUND, THE MASTER TRUST BANK OF JAPAN LTD AS TRUSTEE FOR HSBC BRAZIL MOTHER FUND, TRUST & CUSTODY SERVICES BANK LTD AS TRUSTEE FOR HSBC BRAZIL NEW MOTHER FUND, CI EMERGING MARKETS CORPORATE CLASS, CI EMERGING MARKETS FUND, EMERGING MARKETS EQUITY CORPORATE CLASS, CI GLOBAL SMALL COMPANIES FUND, EMERGING MARKETS EQUITY POOL, JPMORGAN BRAZIL EQUITY MASTER INVESTMENT TRUST, SELECT INTERNATIONAL EQUITY MANAGED FUND, SELECT INTERNATIONAL EQUITY MANAGED CORPORATE CLASS, CI GLOBAL SMALL COMPANIES CORPORATE CLASS, EMERGING MARKETS GROWTH FUND INC, T ROWE PRICE INT FNDS T.ROWE PRICE L AMER FUND, COLUMBIA ACORN INTERNATIONAL, COLUMBIA ACORN FUND, CAPITAL INTERNAT.EMERG.MARKETS FUND, JPMORGAN FLEMING FUNDS, LATIN AMERICA EQUITY FUND, JPMORGAN FUNDS MORGAN STANLEY INVESTMENT FUNDS LATIN AMERICAN EQUITY FUND, VANGUARD 13

TOTAL INTERNATIONAL STOCK INDEX FD, A SE VAN S F, CAPITAL GUARDIAN E M EQ DC M FUND, WANGER INTERNATIONAL, COLUMBIA EMERGING MARKETS FUND, T. ROWE PRICE REAL ASSETS FUND, INC, CAPITAL GUARDIAN EM.MKTS.R.EQ.FD.FOR TAX.E.TS, COLUMBIA MULTI-ADVISOR INTERNATIONAL EQUITY FUND, CAPITAL GUARDIAN EMERG MKTS EQUI MAST FD, JTSB LTD AS TR FOR SUM TR AND BANK CO.,LTD TR F, NATIONAL WESTMINSTER BANK PLC AS DEP OF JPM EM MK INFRA FUND, JPMORGAN LATIN AMERICA FUND, OPTIMIX WHOLESALE GLO SMALLER COMP SHARE TRUST, T ROWE PRICE FUNDS SICAV, T.ROWE PRICE GLOBAL INFRASTRUCTURE FUND, CAPITAL GUARD INT ALL COUNTRIES EQUITY MASTER FUND, THE BOEING COMPANY EMPLOYEE RETIREMENT PLANS MASTER TRUST, CAPITAL INTERNATIONAL PORTFOLIOS, CAPITAL G.EM. MARK EQ.FUND FOR TAX EXEMPT TRUST, T.ROWE PRICE RETIREMENT DATE TRUST, CAPITAL GUARDIAN I ALL COU EQT FUND FOR TX EXPT TRUSTS.

Rio de Janeiro, April 20, 2012.

I certify that these minutes are a true copy of the minutes drawn up in the proper book.

Andres Cristian Nacht Chairman

Mauricio Negri Machado Paschoal Secretary

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MILLS ESTRUTURAS E SERVIOS DE ENGENHARIA S.A.

CNPJ/MF No. 27.093.558/0001-15 NIRE 33.3.0028974-7 Publicly-held Company

MINUTE OF THE ORDINARY AND EXTRAORDINARY GENERAL SHAREHOLDERS MEETING, HELD ON APRIL 20, 2012 ANNEX 1

2012 CAPITAL BUDGET (all amounts presented in R$)

1

Sources of funding Profit reserve from the 2011 fiscal year Cash generation and funding

127,000,000.00 63,741,776.68 63,258,223.32 127,000,000.00 110,000,000.00 17,000,000.00

Use of funds Investments in expansion (acquisition of equipment) Investments in facilities and information technology to aid in expansion

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MILLS ESTRUTURAS E SERVIOS DE ENGENHARIA S.A.

CNPJ/MF No. 27.093.558/0001-15 NIRE 33.3.0028974-7 Publicly-held Company

MINUTE OF THE ORDINARY AND EXTRAORDINARY GENERAL SHAREHOLDERS MEETING, HELD ON APRIL 20, 2012 ANNEX 2

To the Members of the Board of Directors. From Mills Estruturas e Servios de Engenharia S/A. Subject: Managements Proposal for the Allocation of Net Income for Fiscal Year Ended December 31, 2011 Dear Sirs, The Management of Mills Estruturas e Servios de Engenharia S/A (Company) resolved to submit the proposal herein for examination by the Board of Directors in order to allocate the net income for fiscal year ended December 31, 2011. The Companys net income from the fiscal year ended December 31, 2011 was a total of R$92,177,153.96. Thus, the Companys Management proposes that: (i) in accordance with article 193 of Law 6,404/76, as amended, and item a of article 30 of the Company's Bylaws, a total of R$ 4,608,857.70 be allocated to the Legal Reserve; a total of R$25,346,519.58, corresponding to R$0.20 per share, be

(ii)

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allocated to the payment of dividends to the Companys shareholders as mandatory dividends, of which R$24,400,000.00 shall be paid as interest on equity, pursuant to the resolution of the Board of Directors meeting held on September 28, 2011 (R$ 22,000,000.00) based on the Company's shareholding position on that date, and on December 21, 2011 (2,400,000.00) and R$ 947,000.00 as dividends, to be paid to shareholders on the date dividends were declared; and (iii) in accordance with article 196 of Law 6,404/86, as amended, and item c of article 30 of the Company's Bylaws, a total of R$63,741,776.68 be allocated to create a Profit Reserve, which will include net income for the year and the realization of the special goodwill reserve in the amount of R$1,520,000.00.

The proposal for allocation of net income is summarized below: Description Income from the Year Legal Reserve Realization of the Speacial Goodwill Reserve Profit Reserve Mandatory Dividends Dividends Interest on Equity Amount (in R$) 92,177,153.96 (4,608,857.70) 1,520,000.00 63,741,776.68 (25,346,519.58) (946,519.58) (24,400,000.00)

Funds allocated to the profit reserve shall be used to finance a portion of investments 17

laid out in the Companys capital budget for the acquisition of equipment for expansion and investments in facilities and information technology to aid in the planned expansion. Thus, the Management proposes that the Board of Directors examine this proposal for the allocation of net income and submit the amounts presented herein for the approval of the Companys Annual Shareholders Meeting. In accordance with article 9, paragraph 1, item II of CVM Rule 481/2009, the information requested by Exhibit 9-1-II thereto are presented below. Sincerely, The Management Mills Estruturas e Servios de Engenharia S.A.

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MILLS ESTRUTURAS E SERVIOS DE ENGENHARIA S.A.

CNPJ/MF No. 27.093.558/0001-15 NIRE 33.3.0028974-7 Publicly-held Company

MINUTE OF THE ORDINARY AND EXTRAORDINARY GENERAL SHAREHOLDERS MEETING, HELD ON APRIL 20, 2012 ANNEX 3 BY-LAWS OF MILLS ESTRUTURAS E SERVIOS DE ENGENHARIA S.A. CNPJ: 27.093.558/0001-15 NIRE: 33.3.0028974-7 A PUBLICLY HELD COMPANY CHAPTER ONE NAME, PURPOSE, HEADQUARTERS AND DURATION 1st Article The Company is named MILLS ESTRUTURAS E SERVIOS DE ENGENHARIA S.A. and shall be governed by these By-Laws, by Law 6.404 of December 15, 1976, as amended (the Brazilian Corporations Law), by the standards of the Brazilian Securities Commission (the Comisso de Valores Mobilirios, or the CVM) and other applicable legal provisions and by the Regulamento de Listagem do Novo Mercado of BM&FBOVESPA S.A.-Bolsa de Valores, Mercadorias e Futuros (Novo Mercado Rules, Novo Mercado and BM&FBOVESPA, respectively), to which the Company, its shareholders, managers and members of the Fiscal Council are subject. Sole Paragraph The provisions of the Novo Mercado Rules shall prevail over the provisions of the by-laws, if the rights of the offerees of the public offers provided for in these By-Laws are prejudiced. 2nd Article The Companys purpose is: (a) to lease, commercially intermediate and sell, with assembly or not, goods of its own manufacture or as acquired from 19

third parties, including molds, shoring, scaffolding, pressurized dwellings, floors, structures and similar equipment, made out of steel, aluminum, metal, plastic and wood, as well as their related parts, components, accessories and raw materials, (b) to lease, with or without operators, commercially intermediate and sell aerial work platforms and telescopic handlers, to train personnel to operate the equipment, maintain and provide technical assistance on its own equipment or that of third parties, (c) to import and export the above-described goods, including their parts, components and raw materials, (d) to provide painting, sandblasting, thermal insulation, surface treatment, passive protection against fire, cargo handling, coppersmithing, refractory, inspection and nondestructive testing, including, among other equipment, the access by rope used by industrial scalers, as well as the other services inherent to such activities, as well as manufacturing, assembly and commercialization of its own products for such activities; (e) consulting and sales of engineering projects; (f) to construct structured tent roofing enclosed by plastic or similar tarpaulin, (g) to provide low-voltage electrical installations, and (h) to participate as a stockholder or quotaholder in other companies or corporations. 3rd Article The Company is headquartered at Avenida das Amricas, 500, bloco 14, loja 108 and salas 207 and 208, Barra da Tijuca, Shopping Downtown, in the City and State of Rio de Janeiro. Sole Paragraph The Company may establish agencies or branches in Brazil and abroad, at the discretion of the Shareholders Meeting, the Board of Directors or the Executive Board. 4th Article The duration of the Company is indefinite. CHAPTER TWO CAPITAL STOCK 5th Article The capital stock, which is fully subscribed and paid in, is R$ 527,989,915.31 (five hundred twenty-seven million, nine hundred eighty-nine thousand, nine hundred and fifteen reais and thirty-one centavos), represented by 125,689,646 (one hundred twenty-five million, six hundred eighty-nine thousand, six hundred and forty-six) book entry common shares without par value. Paragraph 1 A subscriber that fails to pay up the shares subscribed by it, in accordance with the terms of the respective subscription bulletin or in accordance with the calls made, shall be in default, by operation of law, under Articles 106 and 20

107 of the Brazilian Corporations Law, subject to the payment of a fine equivalent to 10% (ten percent) of the total subscription price, plus interest of 12% (twelve percent) per year and a monetary adjustment of the variation of General Market Price Index, as disclosed by the Fundao Getulio Vargas. Paragraph 2 The Board of Directors is empowered to increase the capital stock up to a limit of 200,000,000 (two hundred million) shares, without need of amending the By-Laws or approval by the shareholders, as well as to establish the terms, conditions, issue price and form of paying in new shares to be issued pursuant to this paragraph. Paragraph 3 Within the limit of the authorized capital, the Board of Directors may resolve to issue subscription warrants. Paragraph 4 Under Article 168, Paragraph 3, of the Brazilian Corporations Law, the Companys Board of Directors may grant options to purchase or subscribe shares, in accordance with the stock option programs approved at Shareholders Meetings, to its managers and employees, as well as to the managers and employees of other companies that are directly or indirectly controlled by the Company, without preemptive rights for shareholders upon the grant or exercise of the options, subject to the remaining balance of the authorized capital on the date of the grant of such options to purchase or subscribe shares. 6th Article Each common share shall correspond to the right to one vote on shareholder resolutions. Sole Paragraph The Company shall not issue preferred shares and founders shares (partes beneficirias). 7th Article All the shares of the Company shall be book-entry and deposited with a financial institution authorized by the CVM in a deposit account in the names of their owners. Sole Paragraph The cost of transfer and registration, as well as the cost of service relating to the shares in custody may be collected by the depositary institution directly from the shareholder, as may be established in the custodial agreement.

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8th Article In accordance with Article 172 of the Brazilian Corporations Law, the Board of Directors, at its discretion, may foreclose or diminish the preemptive right in the issuance of shares, convertible debentures and subscription warrants whose placement is conducted through sales over a stock exchange or by public subscription, or even through an exchange of shares, in a public tender offer for control, as provided by law, within the limit of the authorized capital. CHAPTER THREE SHAREHOLDERS MEETING 9th Article The Shareholders Meeting shall, ordinarily, be held within the first four months of each year, for the purposes provided for in law, and extraordinarily, whenever the corporate interests requires. 10th Article The Shareholders Meeting, called in accordance with the law, shall be presided over by the Chairman of the Board of Directors of the Company (or in his absence, the Vice-Chairman of the Board of Directors) who shall choose, from among those present, one or more secretaries. Paragraph 1 The Shareholders Meeting shall annually determine the aggregate compensation of members of the Board of Directors and the Executive Board, wherein the total remuneration shall be distributed by the Board of Directors among its members and the members of the Executive Board. Paragraph 2 In the fiscal year in which the mandatory dividend, set out in Article 31, is distributed to shareholders, a global percentage of up to 10% (ten percent) of net income may be paid to the Board of Directors and Executive Board, which will be shared among its members by resolution of the Board of Directors, provided that the legal limitation is complied with and it is approved at the Shareholders Meeting. 11th Article Shareholders may be represented at the Companys Shareholders Meetings by a proxy appointed less than 1 (one) year prior, who shall be a shareholder or manager of the Company, attorney or financial institution. The supporting document evidencing his commission shall be filed at the Companys headquarters within the maximum period of 48 (forty eight) hours before the date scheduled for each Shareholders Meeting.

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12th Article Without prejudice to the other matters provided by law, the Shareholders Meeting shall have exclusive powers to: (a) take the accounts of the managers, examine, discuss and vote on the Companys financial statements; (b) (c) (d) (e) make amendments to these By-Laws; allot stock dividends and decide on any reverse splits and splits of shares; elect and dismiss members of the Board of Directors; elect and dismiss members of the Fiscal Council, if installed;

(f) institute stock option plan for managers and employees of the Company and its subsidiaries; (g) resolve on the cancellation of registration as a publicly held company before the CVM, pursuant to Chapter VII hereof ; (h) and resolve, pursuant to Chapter VII hereof, on delisting from the Novo Mercado;

(i) select, from among a list of three specialized companies indicated by the Board of Directors, one to be responsible for elaborating an appraisal report on the Companys shares, in the event of cancellation of registration as a publicly held company with the CVM and delisting from the Novo Mercado. CHAPTER FOUR MANAGEMENT OF THE COMPANY 13th Article The Companys management shall be exercised by the Board of Directors and the Executive Board, as provided by law and the dispositions hereof, subject to the provisions of the shareholders agreements duly filed at the Companys headquarters and the standards contained in applicable regulation, including as regards the Novo Mercado Rules. Paragraph 1 The functions of members of the Board of Directors and Executive Board may be exercised cumulatively, as provided by law, subject to the limit mentioned in Paragraph 1 of Article 143 of the Brazilian Corporations Law. 23

Paragraph 2 The Company and its managers should, at least once a year, hold a public meeting with analysts and other interested parties to disclose information regarding the Companys economic and financial situation, projects and prospects. Paragraph 3 The managers are not required to give bond or any other security for exercising their office. 14th Article The Board of Directors shall consist of a minimum of 5 (five) and a maximum of 11 (eleven) sitting members, shareholders or not, resident in Brazil and elected at a Shareholders Meeting, for a unified 2 (two)-year term of office, and who may be reelected. Paragraph 1 The Board of Directors shall have a Chairman and a Vice-Chairman to be elected from among its members by the Shareholders Meeting. Paragraph 2 At least 20% (twenty percent) of the members of the Board of Directors shall be Independent Board Members, in accordance with the definition provided for in the Novo Mercado Rules, as expressly stated thus in the minutes of the Shareholders Meeting that elects them. Board Members elected as provided pursuant to article 141, paragraphs 4 and 5 of the Brazilian Corporations Law shall also be deemed to be independent. When, due to the observation of this percentage, a fractional number of Board Members results, the fractional number shall be rounded off to: (i) the next higher whole number, where the fraction is equal to or greater than 0.5 (five tenths), or (ii) next lower whole number, where the fraction is less than 0.5 (five tenths). Paragraph 3 Under the terms of the Novo Mercado Rules, Independent Board Member shall mean a member of the Board of Directors who: (i) has no connection with the Company, except for an equity interest, (ii) is not a Controlling Shareholder (as defined in Article 32, Paragraph 2, item a herein), spouse or relative to the second degree; is not or has not been over the last 3 (three) years connected with a company or entity related to the Controlling Shareholder (persons linked to public educational and/or research institutions are excluded from this restriction); (iii) has not been over the last 3 (three) years an employee or Executive officer of the Company, of the Controlling Shareholder or of a company controlled by the Company; (iv) is not a direct or indirect supplier/purchaser of services and/or products to/of the Company, in such magnitude as would imply a loss of independence; (v) is not an employee or manager of a company or entity that offers 24

or demands services and/or products to/from the Company, in such magnitude as would imply a loss of independence; (vi) is not a spouse or relative to the second degree of any manager of the Company; (vii) receives no compensation from the Company other than as a executive director (cash income from interest on capital is excluded from this restriction). A Board Member elected as provided for in Article 141, Paragraphs 4 and 5 of the Brazilian Corporations Law is also considered an Independent Board Member. Qualification as an Independent Board Member shall be expressly stated in the minutes of the shareholders meeting that elects him. Paragraph 4 The investiture of Board Members shall be made by an instrument drawn up in the Book of Minutes of the Meeting of the Board of Directors along with the signature of the respective Terms of Consent of the Managers alluded to in the Novo Mercado Rules, and in compliance with the applicable legal requirements. The Board Members shall remain in office and perform their duties until their replacements are elected, except as otherwise resolved at a Shareholders Meeting. 15th Article The Board of Directors shall meet, ordinarily, every 30 (thirty) days, and, extraordinarily, whenever the corporate interests so require, with the presence of at least half of its members, whenever called by its Chairman, or, in his absence or incapacity, by the Vice Chairman, or by any 2 (two) Board Members. Paragraph 1 Meetings of the Board of Directors shall be chaired by the Chairman of the Board or, in his absence or incapacity, the Vice-Chairman, or, in the absence or incapacity of both, by the Board Member appointed by the majority of Board Members present at the meeting. Paragraph 2 The call notice for Board of Directors meetings shall be made by correspondence sent under the protocol or Notice of Receipt, or by telegram, fax or email, always obeying the minimum period of 5 (five) calendar days in advance. The meeting shall be considered valid, even in cases where the call notice and/or the agenda have not been provided in advance in accordance with the main clause, if all the Board Members are present, and furthermore, if all the Board Members set forth in writing in the minutes of the meeting that the failure to deliver the agenda did not impair their voting at the meeting. The call notice shall be accompanied by all documents and supporting materials necessary for Board Members to properly form their opinion on the matters to be discussed at the meeting in question. In exceptional cases, when the corporate interest so requires, call notices for Board of Directors meetings or their supporting materials may be sent to the Board Members 25

with less time than stipulated above. Such notices or materials, however, shall be sent to the Board Members as soon as possible within a reasonable time for the Board Members to properly form their opinion on the subject in question, stating also the reason for the urgency. Paragraph 3 The Board meetings shall be installed with the presence of at least the majority of its members. The Board Members may attend meetings of the Board of Directors via conference call, video conference or by any other means of electronic communication that permits the identification of Board Members and simultaneous communication with all other persons attending the meeting. They also must confirm their votes through a written statement sent to the secretary of the meeting by letter, facsimile or email shortly after the meeting. Once the statement is received, the secretary of the meeting shall be vested with full powers to sign the minutes of the meeting on behalf of the Board Members. In addition, a Director who sends his vote in writing to the Chairman of the Board prior to the start of the meeting shall be considered present at a given Board of Directors meeting. Paragraph 4 The minutes of the Board of Directors meetings shall be drawn up in the minutes book, and its decisions shall pass by majority vote of those present. The Chairman shall have a tie-breaking vote in the case of a tie. 16th Article The Board of Directors may create Committees with specific purposes, defining their duties, choosing their members and delegating specific responsibilities to them. 17th Article The Board of Directors has the duties and powers vested in it by law to ensure the smooth operation of the Company, and it is within its exclusive competence to consider and resolve on the following matters: (a) To establish the general orientation of the business of the Company; (b) To approve annual and multi-annual budgets, strategic plans, expansion projects and investment programs of each division of the Company, as well as to monitor their implementation; (c) To appraise the Managements Report and the Executive Boards accounts and resolve on their submission to the Shareholders Meeting;

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(d) To appraise the quarterly results of the Companys operations; (e) To approve the Companys Internal Rules, if deemed convenient, which shall provide for the administrative and functional structure; (f) To appoint and dismiss Officers, as well as define their competence and oversee their management; (g) To distribute among the managers the global remuneration established at the Shareholders Meeting; (h) To empower the Executive Board and, in such cases as it may define, require the prior authorization of the Board of Directors as a condition for the validity of the act, to (i) contract obligations and make investments and divestitures, (ii) waive rights, compromise and discharge, (iii) provide guarantees, and (iv) acquire, alienate or encumber fixed assets; (i) To manifest itself on consolidations, spin-offs, and merger transactions to which the company is a party, as well as its participation in other companies, through investment or acquisition; (j) To approve the execution of any contract or assumption of obligations in excess of R$10,000,000.00 (ten million reais), unless expressly provided for in the Business Plan; (k) To resolve on any restatements, amendments, or additions to shareholders agreements and consortia contracts in which the Company participates, as well as to enter into new agreements and/or consortia contracts that address such subjects; (l) To resolve on the issuance of the Companys shares within the limit of the authorized capital, as provided for by Paragraph 2 of Article 5 of these By-Laws; (m) To resolve on the foreclosure or limitation of the preemptive rights of shareholders in capital increases through sales over a stock exchange or by public subscription, or by exchanging shares in a public tender offer for control, as provided by law, within the authorized capital limit under Article 8 hereof;

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(n) To decide on the issuance of subscription warrants, as provided in Paragraph 3 of Article 5 hereof, including the foreclosure or limitation of the preemptive rights of shareholders, pursuant to Article 8 hereof; (o) To resolve on the purchase of shares of the Company itself for treasury and/or subsequent cancellation or sale; (p) To resolve on granting options to purchase or subscribe shares to managers or employees of the Company or controlled companies, in accordance with plans approved by a shareholders meeting, pursuant to Paragraph 4 of Article 5 hereof; (q) To resolve on the issuance of non-convertible debentures, as well as with respect to (i) the matters provided for in Article 59, paragraph 1 of the Brazilian Corporations Law that have been delegated by the Shareholders Meeting; and (ii) promissory notes and other debt securities not convertible into shares, for public or private distribution, establishing all their terms and conditions; (r) To convene shareholders meetings, manifesting itself in advance regarding any topics on the agenda; (s) To decide, ad referendum of the Shareholders Meeting, on the payment of dividends and interest on the shareholders equity, including interim dividends on account of existing accrued profits or profit reserves; (t) To elect and dismiss independent auditors; (u) To define a list containing three firms specialized in economic appraisal of companies for the preparation of an appraisal report on the Companys shares in the event of a public tender offer for shares (Public Tender Offer) to cancel registration as a publicly held company or delist from the Novo Mercado; (v) To manifest itself in favor or against to any Public Tender Offer for the shares issued by the Company, by means of a substantiated opinion prepared in advance, in which it will manifest itself, at a minimum: (i) on the convenience and timeliness of the offer with respect to the interests of the collection of shareholders and in relation to the liquidity of the securities they own; (ii) on the repercussions of the offering on the Companys interests; (iii) with respect to the strategic plans disclosed by the offeror in relation to the Company; and (iv) other points it deems pertinent, as well

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as the information required by the applicable rules established by the CVM. The opinion shall be disclosed within 15 (fifteen) days of the date of publication of the Public Tender Offer notice; (w) To resolve on policies to avoid conflicts of interest between the Company and its shareholders or its managers, as well as to adopt measures deemed necessary in the event such conflicts arise; and (x) To authorize the negotiation, execution or amendment of contracts of any kind or value between the Company and its shareholders, directly or through intermediary companies. 18th Article The Company shall have an Executive Board consisting of 4 (four) to 11 (eleven) members, including 1 (one) Chief Executive Officer and 1 (one) Chief Financial Officer, and other Officers with no specific designation, and whose duties shall be defined by the Board of Directors. One member of the Executive Board shall act as Investor Relations Officer, pursuant to CVM regulations and subject to the powers set forth in Article 22. The Executive Board Members may be shareholders or others, resident in the country, elected and dismissed by the Board of Directors at any time. Paragraph 1 The Officers term of office is 1 (one) year and may be renewed. When their commissions expire, Officers shall exercise their duties until the appointment and investiture of their successors. Paragraph 2 The investiture of the Officers shall occur upon execution of an instrument drawn up in the Book of Minutes of the Executive Board along with the signatures of their Terms of Consent of Managers, pursuant to Novo Mercado Rules, and in compliance with the applicable legal requirements. 19th Article The Executive Board is empowered to: (a) comply with, and cause to be complied with, the Companys general business orientation as established by the Board of Directors; (b) annually prepare and propose the strategic plan, expansion program, investment plans and the annual budget of the Company and, when needed, the multi annual budget, and their revisions, to the Board of Directors;

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(c) submit to the Board of Directors all matters for resolution which exceed its limit of authority; (d) prepare, each fiscal year, the Annual Report of the Management and the Financial Statements to be submitted to the Board of Directors and, subsequently, to the Shareholders Meeting; (e) develop and propose policies on corporate social responsibility, such as environment, health, safety and corporate social responsibility to the Board of Directors and implement the approved policies; (f) establish and report to the Board of Directors, within such limits as it may define, the responsibility of each member of the Executive Board to contract obligations, realize investments and divestitures, provide guarantees, acquisitions, alienations and encumbrances of assets, whether pertaining to fixed assets or not, waive rights, conduct transactions and grant discharges, and authorize the execution of each of these actions when they exceed the scope of individual Officers; (g) establish, from the scope of authority established by the Board of Directors for the Executive Board, the limits of responsibility throughout the administrative hierarchy of the Companys administrative organization. (h) authorize the opening and closing of branches, agencies, warehouses, representative offices or any other establishment in Brazil and abroad. 20th Article - The specific powers below shall be vested in the Chief Executive Officer, without prejudice to others assigned by the Board of Directors or these ByLaws: (a) To convene and chair meetings of the Executive Board; (b) To maintain permanent coordination between the Executive Board and the Board of Directors; and (c) To comply with and enforce, within his authority, these By-Laws and the resolutions of the Executive Board, the Board of Directors and the Shareholders Meetings.

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21st Article Regardless of the opinion of the Board of Directors, the Chief Executive Officer, in case of incapacity or absence, shall appoint one of the other Officers to replace him. Sole Paragraph A single person may not act both as the Companys Chief Executive Officer or principal executive and as Chairman of the Companys Board of Directors, except when the Chief Executive Officer post is vacant, in which cases the functions of Chief Executive Officer and Chairman of the Board may be exercised cumulatively by one person for a maximum and non-extendable period of 180 days, in which case such exercise must be specifically disclosed to the market. 22nd Article In addition to other powers that have been assigned to the Investor Relations Officer by the Board of Directors, the Investor Relations Officer shall provide information to investors, the CVM and the stock exchange or Over-thecounter market where the Companys securities are traded, and keep the registration of the Company up-to-date in accordance with the applicable rules of the CVM. 23rd Article Each Officer shall be entitled to one vote at Executive Board meetings. Decisions shall pass by a simple majority of votes. The Chief Executive Officer shall have the tie-breaking vote in cases of ties and, further, the right to veto to any resolution passed at meetings of the Executive Board. 24th Article Except for the cases specified in paragraphs in this Article, the Company is validly bound whenever it is represented by: (a) Two officers, jointly; (b) One Officer jointly with a procurator of the Company, within the limits of the powers granted; (c) Only one Officer or one procurator, with specific powers, when it comes to representing it (a) in court, (b) before direct and indirect federal, state and municipal agencies, (c) when the act to be done is part of the normal course of business of a division or department of the Company, provided that such act is performed by the officer responsible for that division or department or by proxy appointed by such Officer, or (d) in emergency situations, to safeguard the interests of the Company; and

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(d) Two procurators with specific powers, within the limits of the powers granted. Sole Paragraph Subject to the provisions of this article, the Board of Directors may establish powers or specific rules for representing the Company, based on the amounts of obligations contracted, the nature of the acts to be performed or other criteria that meet the corporate interest. 25th Article Acts undertaken by Officers or any of the procurators, agents or employees of the Company, which involve the Company in obligations relating to business or transactions beyond the Companys corporate purposes, such as sureties, endorsements or any other guarantees in favor of third parties, are expressly prohibited, and are null and void with respect to the Company. 26th Article Every power of attorney granted by the Company, besides specifying the powers conferred, shall be signed by two Officers and, except those for judicial purposes or for representation in administrative proceedings, shall set forth the period of validity. 27th Article The technical supervision of assembly work will be done by a specialized professional or professionals, registered with the Regional Council of Engineering, Architecture, Agronomy, who, within their technical responsibilities, shall enjoy full autonomy, with no subordination of any kind to officers who are not engineers. CHAPTER FIVE FISCAL COUNCIL 28th Article The Fiscal Council shall operate permanently, and it shall be composed of three sitting members and an equal number of Alternates, whether shareholders or not, resident in Brazil and elected at a Shareholders Meeting, which shall determine their compensation. Paragraph 1 The Fiscal Councils members shall have roles and duties conferred by law and shall be substituted, in their incapacities, absences or vacancies, by their Alternates.

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Paragraph 2 The Fiscal Councils members and their alternates shall hold office as of the installation of the body until the first Shareholders Meeting held after their election. Paragraph 3 The President of the Fiscal Council shall be chosen at a Shareholders Meeting. Paragraph 4 The investiture of the members of the Fiscal Council shall be conditioned on the prior signing of the Term of Consent of the Members of the Fiscal Council, as determined by the Novo Mercado Rules, and in compliance with the applicable legal requirements. Paragraph 5 The call notice for Fiscal Council meetings shall be made by correspondence sent under the protocol or Notice of Receipt, or by telegram, fax or email, always obeying the minimum period of 5 (five) calendar days in advance. The call notice shall be accompanied by all documents and supporting materials necessary for councilors to properly form their opinion on the matters to be discussed at the meeting in question. In exceptional cases, when the corporate interest so requires, call notices for Fiscal Council meetings or their supporting materials may be sent to the Council members with less time than stipulated above. Such notices or materials, however, shall be sent to the Councilors as soon as possible within a reasonable time for the Councilors to properly form their opinion on the subject in question, stating also the reason for the urgency. Paragraph 6 The meeting shall be considered valid, even in cases where the call notice and/or the agenda have not been provided in advance in accordance with Paragraph 5 above, if all the councilors are present. Paragraph 7 The Councilors may attend meetings of the Fiscal Council via conference call, video conference or by any other means of electronic communication that permits the identification of Councilors and simultaneous communication with all other persons attending the meeting. CHAPTER SIX FISCAL YEAR 29th Article The fiscal year shall begin on January 1st and end on December 31st of each calendar year. At the end of each fiscal year, financial statements shall be 33

prepared in accordance with relevant legal standards, and shall include (a) a balance sheet, (b) a statement of results for the year, (c) a statement of changes in shareholders equity, (d) a statement of cash flows, (e) statements of value added and (f) explanatory notes to the financial statements, and shall be audited by an independent auditor registered with the CVM. Along with the financial statements, the Board of Directors shall submit a proposal on the allocation to be given to net income to the Annual Shareholders Meeting, in compliance with the provisions hereof and applicable law. 30th Article Accumulated losses, if any, and the provision for income tax and social contribution on net profits, shall be deducted from the result for the year before any participation. From the remaining profits, the participation to be assigned to the managers shall be calculated, if the Shareholders Meeting so determines, pursuant to Article 10, Paragraph 2 hereof. Net income for the year will be allocated as follows: (a) 5% (five percent) shall be applied, before any other allocation, to the Legal Reserve, which shall not exceed 20% (twenty percent) of the capital stock; (b) a portion, as proposed by administrative bodies, may be allocated to form a Contingency Reserve, pursuant to Article 195 of the Brazilian Corporations Law; (c) a portion, as proposed by administrative bodies, may be retained based on a capital budget previously approved pursuant to Article 196 of the Brazilian Corporations Law; (d) a portion shall be earmarked for paying the mandatory dividend to shareholders, subject to the provisions of Article 31; (e) in the fiscal year in which the amount of the mandatory dividend, calculated in accordance with Article 31, exceeds the realized portion of profit for the year, the Shareholders Meeting may, upon a proposal from the administrative bodies, allocate the surplus to constitute an Unrealized Profit Reserve, subject to the provisions of Article 197 of the Brazilian Corporations Law; and (f) a portion, as proposed by the administrative bodies, may be earmarked to form the Expansion Reserve, subject to the provisions of Paragraph 1 below and Article 194 of the Brazilian Corporations Law.

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Paragraph 1 The Expansion Reserve has the following characteristics: (a) its purpose is to assure resources to finance additional investments in fixed and working capital and in expanding corporate activities; (b) a portion of the net profit for the immediately preceding year corresponding to resources that, at the recommendation of the Board of Directors, are necessary to meet the purposes of item a, whether or not specifically covered in a capital budget, shall be allocated to the Expansion Reserve for each fiscal year, and such allocation is subject to the express approval of shareholders gathered at a shareholders meeting; (c) the maximum limit for the Expansion Reserve is 80% (eighty percent) of the value of the subscribed capital of the Company. The resources that are earmarked for the Expansion Reserve may not exceed 75% (seventy-five percent) of adjusted net income, as provided in article 202 of the Brazilian Corporations Law. Paragraph 2 The Company may prepare semi-annual balance sheets for the purposes specified in Article 204 of the Brazilian Corporations Law. If available profits so allow, at the discretion of the Board of Directors, and upon consultation with the Fiscal Council, if in operation, semi-annual dividends shall be paid. The Company may also, as provided by article 204, 1 of the Brazilian Corporations Law, prepare balance sheets and distribute dividends in shorter periods, provided that the total of the dividends paid in each quarter of the year do not exceed the amount of the capital reserves addressed in 1 of Article 182 of the Brazilian Corporations Law. Paragraph 3 Also by resolution of the Board of Directors, after consultation with the Fiscal Council, if in operation, interim dividends may be declared, on account of accumulated earnings or profit reserves existing in the last annual or semi-annual balance sheet. 31st Article The shares representing the capital stock shall receive 25% (twenty five percent) of net income adjusted under the terms of items I and II of article 202 of the Brazilian Corporations Law, as a mandatory dividend for each fiscal year, leaving the balance to the disposition of the Shareholders Meeting that, subject to the legal limitations, shall resolve on their allocation.

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CHAPTER SEVEN TRANSFER OF CONTROL, CANCELLATION OF REGISTRATION AS A PUBLICLY HELD COMPANY AND DELISTING FROM THE NOVO MERCADO 32nd Article The transfer of shareholding Control of the Company, directly or indirectly, whether through a single transaction, or through successive transactions, shall be contracted under a condition precedent or subsequent that the acquiring party shall obligate itself to make a Public Tender Offer for the remaining shares of the other shareholders of the Company, subject to the conditions and periods provided for in applicable legislation and the Novo Mercado Rules, such that they are assured treatment equal to that given to the Selling Controlling Shareholder. Paragraph 1 The public offering referred to in this article shall also be required: (a) when there is encumbered assignment of subscription rights or an option to acquire shares or other securities or rights relating to securities convertible into shares, or that give the right to their subscription or acquisition, as applicable, which comes to result in the sale of Control of the Company, and (b) in the case of a transfer of control of company(ies) holding the Power of Control of the Company, in which case, the Selling Controlling Shareholder shall be obliged to declare to the BM&FBOVESPA the value assigned to the Company in such transaction and provide supporting documentation. Paragraph 2 For purposes hereof, capitalized terms shall have the following meanings: (a) Acquiring Shareholder means any person (including, without limitation, any natural person or legal entity, investment fund, condominium, portfolio of securities, communion of interests (universalidade de direitos), or other form of organization, resident, domiciled or headquartered in Brazil or abroad), or Shareholder Groups; (b) Controlling Shareholder has the meaning ascribed to it in the Novo Mercado Rules; (c) Selling Controlling Shareholder has the meaning ascribed to it in the Novo Mercado Rules;

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(d) Shares in Circulation has the meaning ascribed to it in the Novo Mercado Rules; (e) Control (as well as related terms, Power of Control, Controller, under common Control or Controlled Company) means the power effectively used to guide, directly or indirectly, corporate activities and orient the functioning of the bodies of the Company, in fact or by right, regardless of the shareholding interest held. There is a presumption of ownership of Control in relation to a person or Shareholder Group owning shares that assure them an absolute majority of votes of shareholders present at the last three shareholders meetings of the Company, even if they do not own the shares that would assure them the absolute majority of the voting stock. (f) Derivatives means any derivatives that can be settled in shares issued by the Company and/or against payment in cash, traded over an exchange, Over-thecounter market or privately, which are referenced to shares or any other security issued by the Company. (g) Shareholder Group - means a group of two or more persons that are (a) bound by contracts or agreements of any nature, including shareholder agreements, whether oral or written, either directly or through companies Controlled, Controlling or under common Control; or (b) among which there is a relationship of Control, whether direct or indirect; or (c) under common Control; or (d) act representing a common interest. Examples of persons representing a common interest include, without limitation, (i) a person holding, directly or indirectly, a corporate stake equal to or greater than 15% (fifteen percent) of the capital stock of another person, and (ii) two persons having a third investor who holds, directly or indirectly, a corporate stake equal to or greater than 15% (fifteen percent) of the capital stock of the two persons. Any joint ventures, funds or investment clubs, foundations, associations, trusts, condominiums, cooperatives, portfolios of securities, communion of interests (universalidades de direitos), or any other form of organization or undertaking, constituted in Brazil or abroad shall be considered part of the same Shareholder Group whenever two or more such entities: (x) are administered or managed by the same entity or by parties related to the same legal entity, or (y) have in common the majority of their managers. (h) Other Corporate Rights means (i) usufruct or trust of the shares issued by the Company, (ii) options to purchase, subscribe or exchange, of any kind, that may 37

result in the acquisition of shares issued by the Company; or (iii) any other right that ensures, on a permanent or temporary basis, political rights or property rights of a shareholder over shares issued by the Company. (i) Economic Value has the meaning ascribed to it in the Novo Mercado Rules. 33rd Article Whosoever comes to acquire the Power of Control over the Company, due to a private stock purchase agreement entered into with the Controlling Shareholder, involving any quantity of shares, shall be obligated to: (a) Carry out the Public Tender Offer referred to in the article above; (b) Pay, under the terms indicated below, the amount equivalent to the difference between the price paid in the context of the Public Tender Offer and the amount paid for any share acquired over a stock exchange in the 6 (six) months prior to the date of acquisition of the Power of Control, as duly indexed by the IGP M/FGV to the date of payment; the amount to be paid by the Acquiring Shareholder shall be distributed among all the persons that sold shares of the Company in the trading sessions in which the Acquiring Shareholder made purchases, proportionally to the daily net seller balance of each, it falling to the BM&FBOVESPA to operationalize the distribution under the terms of its regulations; and (c) Take appropriate measures to restore the minimum free float percentage of 25% (twenty five percent) of the total of the shares of the Company in circulation, within 6 (six) months following the acquisition of Control. 34th Article Any Acquiring Shareholder that acquires or comes to own shares issued by the Company in quantities equal to or greater than 20% (twenty percent) of the total shares issued by the Company shall, within 60 (sixty) days of the date of acquisition or the event that resulted in the ownership of shares in quantities equal to or greater than 20% (twenty percent) of the total shares issued by the Company, carry out or apply for the registration for subsequently carrying out a Public Tender Offer for the totality of the shares issued by the Company, observing the provisions of the applicable CVM regulations, the Novo Mercado Rules, other regulations of the BM&FBOVESPA and the terms of this Article. Paragraph 1 The Public Tender Offer must be: (i) directed indistinctly to all shareholders of the Company, (ii) effected at an auction to be held on the

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BM&FBOVESPA; (iii) launched at the price determined in accordance with the provisions of this Article, Paragraph 2; and (iv) provide for payment of the purchase price of the shares in the offer in cash in local currency, against the acquisition of the shares issued by the Company in the Public Tender Offer. Paragraph 2 The purchase price in the Public Tender Offer for each share issued by the Company may not be less than the greater of: (a) the Economic Value of the share, set in an appraisal report prepared in accordance with the provisions of and following the procedures envisioned in Article 38 hereof; (b) 125% (one hundred twenty percent) of the amount corresponding to the highest monthly average price of the shares issued by the Company trading on the BM&FBOVESPA weighted by the daily trading volume over the 12 (twelve) months preceding the date on which the ownership interest of the Acquiring Shareholder reached the threshold set in the main clause of this article or the date of disclosure of such acquisition to the markets, whichever occurs first; or (c) the highest price paid by the Acquiring Shareholder, during the period of 24 (twenty four) months prior to the Public Tender Offer, for a share or lot of shares issued by the Company. Paragraph 3 The Public Tender Offer referred to in the main clause of this article shall not exclude the possibility of another shareholder of the Company or, as the case may be, of the Company itself, formulating a competing Public Tender Offer, pursuant to applicable regulations. Paragraph 4 The Public Tender Offer referred to in the main clause of this article may be waived upon the favorable vote of shareholders gathered at a shareholders meeting especially convened for this purpose, provided that this meeting is attended by shareholders representing at least 30% (thirty percent) of the Companys capital stock, without counting in the calculation of this percentage the shares held by the Acquiring Shareholder referred to in the main clause of this Article. Paragraph 5 The Acquiring Shareholder shall be obligated to attend to any requests or demands from the CVM regarding the Public Tender Offer, within the time limits provided for in applicable regulations.

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Paragraph 6 In the event that the Acquiring Shareholder fails to comply with the obligations imposed by this Article, including with respect to meeting the deadlines for (i) realizing or requesting registrations of the Public Tender Offer, or (ii) complying with any CVM requests or requirements, the Board of Directors of the Company shall convene an Extraordinary Shareholders Meeting, at which the Acquiring Shareholder shall not vote, to resolve on the suspension of the exercise of the rights of the Acquiring Shareholder that failed to comply with any obligation imposed by this article, as provided in Article 120, of the Brazilian Corporations Law. Paragraph 7 Any Acquiring Shareholder that acquires or comes to own other rights, including (i) Other Corporate Rights to a quantity equal to or greater than 20% (twenty percent) of the total shares issued by the Company or which may result in the acquisition of shares issued by the Company in a quantity equal to or greater than 20% (twenty percent) of the total shares issued by the Company, or (ii) Derivatives (a) giving the right to shares of the Company representing 20% (twenty percent) or more of the shares of the Company, or (b) giving the right to receive an amount corresponding to 20% (twenty percent) or more of the shares of the Company, shall also be obligated, within 60 (sixty) days of the date of such acquisition or event, realize or request registration, as the case may be, of a Public Tender Offer, as described in this Article. Paragraph 8 The Public Tender Offer referred to in the main clause of this article, made by an Acquiring Shareholder, shall be automatically waived when such Acquiring Shareholder is required to make the Public Tender Offer discussed in Article 32 above. Paragraph 9 The provision of this Article shall not apply in the event a person becomes an owner of shares issued by the Company in excess of 20% (twenty percent) of the total shares of its issuance due to (i) the merger of another company by the Company, (ii) the share merger of another company by the Company, (iii) the cancellation of treasury shares, (iv) the merger of the Company (or its shares) by another company, (v) the public or private offer formulated by the Company involving an exchange of shares or (vi) the subscription of shares of the Company in a single primary issuance, which has been approved at a shareholders meeting of the Company, as convened by its Board of Directors, and whose proposal for a capital increase has determined the pricing of shares issued on the basis of the

40

economic value derived from an economic and financial appraisal of the Company carried out by a specialized entity or firm with proven experience in evaluating publicly held companies. Paragraph 10 For purposes of calculating the percentage of 20% (twenty percent) of the total shares issued by the Company described in the main clause of this article, involuntary increases in equity interests resulting from the cancellation of treasury shares or from reduction of the Companys capital stock by means of cancellation of shares shall not be taken into account. 35th Article The Company shall not register on its books: (a) Any transfer of ownership of its shares to a/the purchaser(s) of the Power of Control or to those that come to hold the Power of Control until this/these shareholder(s) sign the Controllers Term of Consent referred to in the Novo Mercado Rules; and (b) A shareholders agreement that provides for the exercise of the Power of Control, until its signatories sign the Controllers Term of Consent referred to in item a above. 36th Article In the Public Tender Offer to be made by the Controlling Shareholder or by the Company to cancel the registration as a publicly held company, the minimum price to be offered shall correspond to the Economic Value in the appraisal report mentioned in Article 38 hereof, subject to the applicable legal standards and regulations. 37th Article The application to cancel the registration as a publicly held company with the CVM on the Companys initiative and the delisting from the Novo Mercado must be approved at a Shareholders Meeting. Sole Paragraph If delisting from the Novo Mercado is approved, whether to register the shares for trading outside the Novo Mercado, or in a corporate reorganization in which the resulting company is not admitted for trading on the Novo Mercado, the shareholder(s) holding the Power of Control of the Company shall, within 120 (one hundred and twenty) days of the date of the shareholders meeting that approved such transaction, make a Public Tender Offer for the shares belonging to the other shareholders of the Company, for at least the Economic Value

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of the shares, calculated in an appraisal report referred to in Article 38 hereof, subject in both cases to the conditions provided in applicable law and in the Novo Mercado Rules. 38th Article The appraisal report referred to in Articles 34, 36 and 37 hereof shall be prepared by a specialized institution or firm with proven experience and independence with respect to the decision-making power of the Company, its managers and Controlling Shareholders. The report shall also meet the requirements of Article 8, Paragraph 1 of the Brazilian Corporations Law, and contain the responsibility provided for in Article 8, Paragraph 6 of the Brazilian Corporations Law. The choice of the specialized institution or firm responsible for determining the Economic Value of the Company is within the exclusive competence of the shareholders meeting, after submission of a list of three by the Board of Directors. The respective resolution, not counting abstentions, shall pass by majority vote of the shareholders representing Shares in Circulation present at the shareholders meeting that deliberates on the subject that, if installed on first call, must be attended by shareholders representing at least 20% (twenty percent) of the total Shares in Circulation or that, if installed on second call, may be attended by any number of shareholders representing the Shares in Circulation. The costs of preparing the report shall be fully borne by the offering party. 39th Article If there is no Controlling Shareholder: (a) Whenever delisting from the Novo Mercado is approved at a Shareholders Meeting, whether to register for trading shares outside the Novo Mercado or for a corporate reorganization as provided for in the Sole Paragraph of Article 37 hereof, the Public Tender Offer shall be effected by those responsible for realizing the Public Tender Offer as established at the Shareholders Meeting, who, being present at such Meeting, shall expressly assume the obligation to realize the offer. (b) In the absence of definition of those responsible for realizing the Public Tender Offer, in the case of a corporate reorganization, in which the securities of the resulting company are not admitted for trading on the Novo Mercado, the shareholders that voted in favor of the corporate reorganization shall realize such offer. 40th Article The delisting of the Company from the Novo Mercado due to the breach of any obligation included in the Novo Mercado Rules, is conditioned on the 42

realization of the Public Tender Offer, at, at least, the Economic Value of the shares, to be calculated in an appraisal report, as provided in Article 38 of these By-Laws, subject to the applicable legal standards and regulations. Paragraph 1 The Controlling Shareholder shall effect the Public Tender Offer provided for in the main clause of this Article. Paragraph 2 If there is no Controlling Shareholder and the delisting from the Novo Mercado referred to in the main clause occurs, the following provisions shall be observed: (a) if the non-compliance arises from a resolution of the Shareholders Meeting, the Public Tender Offer shall be effected by the shareholders that voted in favor of the resolution that involved such non-compliance. (b) if the non-compliance arises from an act or fact of the Companys management, the Companys managers shall convene a shareholders meeting whose agenda shall be to resolve how to cure the non-compliance with the obligations included in the Novo Mercado Rules or, as may be the case, resolve on delisting the Company from the Novo Mercado. (c) if the shareholders meeting mentioned in item (b) above involves delisting the Company from the Novo Mercado, such shareholders meeting shall establish those responsible for realizing the Public Tender Offer contemplated in the main clause, who, being present at the meeting, shall expressly assume the obligation to realize the offer. 41st Article The formulation of a single Public Tender Offer, pursuing more than one of the purposes specified in this Chapter VII, in Novo Mercado Rules or in the regulations issued by the CVM, is allowed, provided it is possible to make the procedures for all the modalities of Public Tender Offers compatible and there is no harm to the offerees and the authorization is obtained from the CVM when required by applicable law. 42nd Article The Company or the shareholders responsible for conducting the Public Tender Offer referred to in this Chapter VII, in the Novo Mercado Rules or the regulation issued by the CVM may ensure its execution by intermediation of any shareholder, third party and, as appropriate, by the Company. The Company or the

43

shareholder, as the case may be, is not exempt from the obligation to make a Public Tender Offer until it is completed in compliance with the applicable rules. Sole Paragraph Notwithstanding the provisions of Articles 34, 35, 36, 41 and the main clause of this Article 42 hereof, the provisions of the Novo Mercado Rules shall prevail in the event of harm to the rights of offerees mentioned in such Articles. 43rd Article All shareholders or Shareholder Groups are required to disclose acquisitions of shares which, when added to those already possessed, exceed 5% (five percent) of the capital stock of the Company, through notice to the Companys Investor Relations Officer, which should contain the information specified in Article 12 of CVM Instruction 358/2002. Paragraph 1 In addition to the main clause of this paragraph, as of the date on which there is no Controlling Shareholder of the Company, any Acquiring Shareholder that directly or indirectly attains a stake in Shares in Circulation equal to or in excess of 5% (five percent) of the capital stock of the Company, and that wishes to acquire more Shares in Circulation, shall be obligated to (i) carry out each new purchase over the BM&FBOVESPA (private trading or Over-the-counter market transactions being prohibited), (ii ) before each new acquisition, give written notice to the Companys Investor Relations Officer and the Floor Trading Officer of the BM&FBOVESPA, through the brokerage firm to be used to acquire the shares, of the quantity of Shares in Circulation that it intends to purchase, at least 3 (three) business days prior to the date for realizing the new acquisition of shares, so that the BM&FBOVESPAs floor trading officer can previously call a purchase auction to be held on the floor of the BM&FBOVESPA, in which interfering third parties and/or the Company itself may participate, subject in each case to the terms of applicable legislation, in particular the applicable regulations of the CVM and the BM&FBOVESPA. Paragraph 2 In the event the Acquiring Shareholder fails to comply with the obligations imposed by this Article, the Board of Directors of the Company shall convene an Extraordinary Shareholders Meeting, at which the Acquiring Shareholder shall not vote, to deliberate on the suspension of the exercise of the rights of the Acquiring Shareholder, as provided for in Article 120 of the Brazilian Corporations Law, without prejudice to the liability of the Acquiring Shareholder for

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losses and damages caused to the other shareholders as a result of the noncompliance with the obligations imposed by this Article. 44th Article Any provisions of this Chapter VII may be amended only at the discretion of the Companys shareholders gathered at a Shareholders Meeting, subject to the provisions of the sole paragraph below. Sole Paragraph On first call, the Shareholders Meeting referred to in the main clause shall be convened on 30 (thirty) days notice. If the quorum required by art. 135 of the Brazilian Corporations Law is not attained, the Shareholders Meeting shall be rescheduled on at least 15 (fifteen) days notice and, in this case, it shall be deemed validly installed in the presence of shareholders representing at least 30% of the capital stock. If said quorums are not attained on either first or second call, the matters on the agenda for the Shareholders Meeting in question shall be deemed rejected. 45th Article The situations omitted in these By-Laws shall be resolved at a Shareholders Meeting and governed in accordance with the provisions of the Brazilian Corporations Law. CHAPTER EIGHT DISSOLUTION, LIQUIDATION AND EXTINGUISHMENT 46th Article The Company shall be dissolved in the cases specified by law, and the Shareholders Meeting shall establish the form of its liquidation by appointing the liquidator or liquidators and electing the Fiscal Council, which shall operate during the liquidation period until its closure and consequent extinction of the Company. CHAPTER NINE ARBITRATION 47th Article The Company, its shareholders, managers and members of the Fiscal Council obligate themselves to resolve, through arbitration, before the Market Arbitration Chamber, any and all disputes or controversies that may arise among them, related to or arising in particular from the application, validity, effectiveness, interpretation, breach and sequelae, of the dispositions contained in the Brazilian Corporations Law, the By-Laws, the standards issued by the National Monetary Council, the Central Bank of Brazil and the CVM, as well as other standards 45

applicable to the functioning of the capital markets in general, beyond those contained in the Novo Mercado Rules, the Sanctions Regulation, the Contract for Participation in the Novo Mercado and the Arbitration Rules of the Market Arbitration Chamber. CHAPTER TEN MISCELLANEOUS 48th Article The Company, through its managers, shall give effect to the shareholder agreements filed at its headquarters, subject to the provisions of Article 38 hereof, abstaining from registering any transfer of shares contrary to its terms. For all purposes, the votes cast in contravention of the terms of the shareholders agreements so filed shall not be valid at any Shareholders Meeting, and the Chair presiding shall obligatorily abstain from counting them.

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MILLS ESTRUTURAS E SERVIOS DE ENGENHARIA S.A.

CNPJ/MF No. 27.093.558/0001-15 NIRE 33.3.0028974-7 Publicly-held Company

MINUTE OF THE ORDINARY AND EXTRAORDINARY SHAREHOLDERS' MEETING HELD ON APRIL 20, 2012

ANNEX 4 STOCK OPTION PLAN MILLS ESTRUTURAS E SERVIOS DE ENGENHARIA S.A. CNPJ/MF N. 27.093.558/0001-15

The present Stock Option Plan of MILLS ESTRUTURAS E SERVIOS DE ENGENHARIA S.A. (Company), approved at the Extraordinary General Shareholders meeting held on February 8, 2010, and with approved amendments by the Extraordinary General Shareholders meeting held on April 20, 2012 (Plan), establishes the general conditions for granting options to purchase shares of Company pursuant to article 168, 3rd paragraph, from Law n 6,404/76. 1. Plan Objectives

1.1. The Plan has as objective, allow 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 47

managers and employees it requires. 2. Eligible beneficiaries

2.1. May be elected as beneficiaries of the stock option plan according to the Plans term the administrators and employees in a leadership position in the Company or other companies under its control ("Beneficiaries"). 3. Plans Administration

3.1 The Plan will be administrated by the Companys Board of Directors, which may, according to restrictions set forth in Law, establish a committee specifically created to assist him in administrating the Plan ("Committee"). 3.2 Obeying the general conditions of the Plan and the guidelines established by the Extraordinary General Shareholders meeting, the Companys Board of Directors will have broad powers to take all necessary and appropriate measures for the administration of the Plan, including: (a) the creation and application of general rules on the granting of options according to the terms of the Plan and the solution of interpretation doubts of the Plan; the establishment of goals related to the managers and employees performance of the Company or other companies under its control, in order to establish objective criteria for the beneficiaries election; the election of the Plans Beneficiaries and the authorization to grant stock options in their favor, establishing all of the options conditions to be granted, as well as the modification of such conditions when necessary to adjust to the options law terms, rule or supervening regulation; and

(b)

(c)

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(d)

the issuance of new shares from the Company within the authorized capital limit or the sale of shares from treasury to meet the exercised stock options granted according to the Plan.

3.3 Exercising its authority, the Board of Directors shall be subject only to the limits established by law, the rules of the Securities Commission and the Plan, being understood that the Board of Directors may treat differently officers and employees of the Company or other companies under its control that are in similar situation, not being bound by any rule of equality or analogy, to extend to all the conditions that it deems applicable only to one or some. 3.4 The deliberations of the Companys Board of Directors or the Committee (depending on the case) have binding force on all of the Companys matters regarding the Plan. 4. Granting of Options

4.1. Annually, or whenever it deems appropriate, the Companys Board of Directors determines the Beneficiaries for whom should be granted options according to the Plans terms, the number of shares that may be acquired through the exercise of each option, the exercise price of each option and the conditions of its payment, the terms and exercise conditions of each option and any other conditions relating to these options. 4.2. The granting of the stock options according to the Plans terms is performed by entering into granting contract agreements between the Company and the Beneficiaries, which shall specify, without harming other determined conditions by the Board of Directors or the Committee (according to the case): (a) the amount of granted shares; (b) the terms and conditions to acquire the right of exercising the option, (c) the deadline for exercising the stock option, and (d) the exercise price and payment terms ("Option Agreement").

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4.3. The Board of Directors or the Committee (according to the case) may impose terms and/or conditions for exercising the option, and impose restrictions on transfer of shares acquired through exercise of options and can also reserve for the Company to repurchase options and/or preemptive rights in case of transfer by the Beneficiary of those shares. 4.4. The Option Agreements will be individually designed for each Beneficiary, enabling the Board of Directors or the Committee (according to the case) establish terms and differentiated conditions for each Option Agreement, without the necessity of applying any rule of equality or analogy between the Beneficiaries, even if they are in similar or identical situations. 4.5. The granted stock options according to the Plan, as well as the exercise by the Beneficiaries, do not have any relationship or are linked to their remuneration, fixed or variable, or any profit sharing. 4.6. Without prejudicing any contrary provision contained in the Plan or Option Agreement, the granted options according to the terms of the Plan will all automatically be cancelled in the following cases: (a) on the complete and full exercising of the same; (b) after the option term has expired; (c) through the rescission of the Option Agreement; (d) if the Company is dissolved, liquidated or files for bankruptcy; or (e) in the cases specified on item 8.2 of this Plan. 5. Shares Subjected to the Plan

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5.1 The granted stock options according to the Plan may confer rights of purchase on a number of shares that do not exceed 5% (five percent) of shares from the Companys capital stock throughout the whole term of the Plan, computing in this calculation all options already granted under the Plan, exercised or not, except those that have been extinct and not exercised, provided that the total number of issued shares or expected to be issued under the Plan is always within the limit of the Company's authorized capital. Granted stock options issued by the Company until December 31 2009, are not subjected to the Plan or its limits. 5.2. It is hereby determined that the Plan will have as a goal, to grant options over a number of shares that do not exceed, annually, 1% (one percent) of shares from the Companys capital stock on the date of approval of this Plan. However, the Board of Directors or, according to the case, the Committee, will have broad discretion to grant options below or beyond this target (according to the Plans overall limit), whenever they deem that such a change is in the best interests of the Company. 5.3. With the purpose to satisfy the exercise of stock options granted under the Plan, the Company may, at the discretion of the Board of Directors: (a) issue new shares within the limit of authorized capital; or (b) sell shares held in Treasury. 5.4. Shareholders do not have right of preference in granting or exercise of stock option under the Plan, according stated in article 171, 3rd paragraph of Law 6,404/76. 5.5. The acquired shares by the exercised stock options under the Plans terms will retain all of the relevant rights to their kind, except as provided in item 6.2.1. below, as well as possible contrary statement established by the Board of Directors. 6. Shares Subjected to the Plan

6.1 Except on the provisions of item 6.1.1 below, the exercise price of options granted under the Plan is set by the Board of Directors or by the Committee (as the case may be), taking into consideration: (i) in the case the options to be granted have

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as consideration the purchase of shares issued by the Company by the Beneficiary, the value of the stock equity of the shares on December 31 of the tax year immediately preceding the date of the award; or (ii) in other cases, the value corresponding to the average share price of the Company of the same species from those on which the option is referenced in BMFBOVESPA S.A.- Bolsa de Valores, Mercadorias e Futuros, weighted by volume, during the fiscal year immediately preceding the date of the award. Regardless of the criteria be adopted for defining the exercise price, this will be restated in accordance with IPCA (Broad consumer price index), published by the Brazilian Institute of geography and statistics, or for another index that will be determined by the Board of Directors or by the Committee (as the case may be), and deducted from the value of dividends and interest on stockholders ' equity per share declared by the Company on the date of the award. 6.1.1. Exceptionally, on the first granting, the exercise price of the options will be based on value of the Company's stock issuance, when the first public distribution of shares issued by the company, restated according to the IPCA (Broad consumer price index), disclosed by the Brazilian Institute of Geography and Statistics (IBGE), or by another index determined by the Board of Directors or Committee (according to the case), deducting the value of dividends and interest on equity per share paid by the Company from the stock option date. 6.2 The exercise price shall be paid by the Beneficiaries in the forms and time limits determined by the Board of Directors or by the Committee (as the case may be). 6.2.1. While the exercise price is not paid in full, the shares acquired in the exercise of the option under the Plan may not be transferred to third parties, unless prior authorization of the Board of Directors, hypothesis in which the proceeds from the sale will be intended first and foremost for Beneficiary debt discharge towards the Company. 7. Exercise of options

7.1 The options granted under the Plan may be exercised, in full or in part, provided 52

that they observe the time limits indicated in the table below and the other terms and conditions contained in the respective Option Contracts: Threshold (as from the Percentage of shares which may be granting of options) acquired by the exercise of options From the 1 to the 12 month 0% From the 13 to the 24 month From the 25 to the 36 month From the 37 to the 48 month From the 49 to the 72 month 25% 25% (and the remaing options that were not excercised in the past period) 25% (and the remaing options that were not excercised in the past period) 25% (and the remaing options that were not excercised in the past period)

7.1.1. The options that were not exercised within the time limits and under the conditions stipulated shall be considered automatically extinguished, without indemnity, subject to the maximum period of duration of the option, which shall be six years from its grant. 7.2 The Beneficiary who wants to exercise their option to purchase shares must notify the Company in writing of their intention to do so and indicate the quantity of shares they wish to purchase, in accordance with the model notification as published by the Board of Directors or by the Committee (as the case may be). 7.2.1 The company will inform the Beneficiary within 2 (two) working days from the receipt of the communication referred to in item 7.2. above, the exercise price to be paid, based on the number of shares reported by the Beneficiary, and the administration of the Company take all necessary measures to formalize the purchase of the shares object of the exercise. 7.3. The Board of directors or the Committee (as the case may be) may determine the suspension of the right to the exercise of options, where verified situations which, under the law or regulations in force, restrict or prevent the stock trading on 53

the part of the Beneficiaries. 7.4. No Beneficiary will have any of the rights and privileges of a shareholder of the Company until their option is fully exercised, pursuant to the Plan and its Option Contract. No share shall be delivered to the holder due to the exercising of the option unless all legal and regulatory requirements have been fully met. 8. The company's shutdown Hypotheses of resignation of the Company its effects 8.1. 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 8.2. below. 8.2. If, at any time during the validity of the Plan, the Beneficiary: (a) 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; leaves the Company as a result of being fired for just cause, or failure to fulfill their duties 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;

(b)

54

(c)

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, 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; 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; 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 55

(d)

(e)

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. 8.3. Despite the above item, the Board or Committee (according to the case) can, at their exclusive criteria, whenever they deem that 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. 9. Plan threshold

9.1. The Plan will take effect on the date of its approval by the General Shareholders Meeting of the Company and may be terminated at any time, by resolution of the General Shareholders Meeting. The termination of the Plan will not affect the effectiveness of options still in effect granted bases on it. 10. General arrangements

10.1. The granting of options under the Plan will not prevent the Company from engaging in operations of corporate reorganization such as transformation, merger, demerger or merger of shares. The Board of Directors of the Company and the companies involved in such operations may decide by equity, at its discretion, determine, without prejudice to other measures: (a) the replacement of the shares of a purchase option, shares or other securities issued by the successor company of the Company, (b) the anticipation of the acquiring the right to exercise the option to acquire the shares in order to ensure the inclusion of the corresponding shares in the transaction in question, and / or (c) payment in amount of money that the beneficiary would be entitled under the Plan. 10.2. If the number, type and class of shares on the date of approval of the Plan 56

may be amended as a result of bonuses, stock splits, reverse splits or conversion of shares of one class into another species or conversion into shares or other securities issued by the Company , the Board of Directors of the Company or the Committee (as applicable) shall perform the corresponding adjustment in the number, type and class of shares subject to options granted and the respective exercise price, to avoid distortions in the implementation of the Plan, including the purposes of item 5 of the Plan and within the limits of the Plan. 10.3. No arrangements of the Plan or option granted under the Plan will grant any Beneficiary the right to remain as an administrator and/or employee of the Company, or to interfere in any way in the right of the Company, at any time and subject to legal conditions and contract, to terminate the contract of employment of the employee and/or discontinue the mandate of the administrator. 10.4. Each Beneficiary shall expressly agree to the terms of the Plan by written declaration, without any exception, as defined by the Board of Directors or the Committee (as appropriate). 10.5 The Board of Directors, on behalf of the Company and its shareholders interests, may revise the terms of the Plan, as long as that does not change its basic principles. 10.6 Any legal change regarding the regulation of corporations to publicly held companies, labor legislation and/or tax effects of a stock option plan, may lead to a complete review of the Plan. 10.7 The options granted in accordance with this Plan are personal and not transferable, so the beneficiary cannot, under any circumstances, give, transfer or otherwise dispose of any third party options, or the rights and obligations attached to them. 10.8 Omitted cases will be regulated by the Board of Directors or the Committee (as appropriate), consulted when he deems it is appropriate, the General Meeting. 57

Any option granted under the Plan shall be subject to all terms and conditions here established, terms and conditions shall prevail in case of inconsistency regarding provisions of any contract or document mentioned in this document.

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