MILLS ESTRUTURAS E SERVIOS DE ENGENHARIA S.A.

CNPJ/MF N. 27.093.558/0001-15
NIRE 33.3.0028974-7
Publicly-Held Company
MINUTES OF THE BOARD OF DIRECTORS MEETING.
HELD ON MAY 21ST ,2015

DATE, TIME AND PLACE: Held on May 21st, 2015, at 9:00 am, at the headquarters of
Mills Estruturas e Servios de Engenharia S.A. ("Company"), located in the City of
Rio de Janeiro, State of Rio de Janeiro, at Avenida das Amricas No. 500, block 14,
store 108, rooms 207 and 208, Shopping Downtown, Barra da Tijuca.
CALL NOTICE AND ATTENDANCE: Call notice waived in view of the attendance of all
members of the Board of Directors of the Company, in accordance with article 15,
paragraph 2 and 3 of the bylaws of the Company.
CHAIR: Chairman: Mr. Andres Cristian Nacht; Secretary: Frederico tila Silva
Neves.
AGENDA: To resolve on (I) the sale of the shares of the Company held in treasury to
attend the exercise of stock options by certain beneficiaries of (i) the Company's
Stock Option Program 1/2010, approved in the Board of Directors Meeting held on
March 11th, 2010 ("Program 1/2010"); (ii) the Company's Stock Option Program
1/2011, approved in the Board of Directors Meeting held on March 25th, 2011
("Program 1/2011"); (iii) the Company's Stock Option Program 1/2012, approved in
the Board of Directors Meeting held on March 30th, 2012 ("Program 1/2012");
(iv) the Company's Stock Option Program 1/2013, approved in the Board of
Directors Meeting held on March 25th, 2013 ("Program 1/2013"); and (v) the
Company's Stock Option Program 1/2014, approved in the Board of Directors
Meeting held on March 31st, 2014, as amended in the Board of Directors Meeting
held on April 14th, 2014 ("Program 1/2014" and, together with Program 1/2010,
Program 1/2011, Program 1/2012 and Program 1/2013, the "Programs"), all of them
resulting from the Stock Option Plan, approved in the Board of Directors Meeting
held on February 8th, 2010, as amended in the Board of Directors Meeting held on
April 20th, 2012; and (II) the celebration of the Sale and Purchase Agreement to be
entered into by and between the Company and each of the beneficiaries in order to

reflect the provisions of item (I) above.

RESOLUTIONS: Upon discussion of all matters of the agenda, the Board of Directors
resolved by unanimous vote:
I.

to approve, pursuant to the Programs, the sale of 5,434 (five thousand, four
hundred and thirty-four) common shares, all nominative and with no par
value, issued by the Company, held in treasury to attend the exercise of stock
options by certain beneficiaries in accordance with the Programs to be
performed within thirty (30) days as from the date hereof. For the purposes of
Article 8 of CVM Instruction No. 10, dated as of February 14, 1980, the
directors consign that the Company has 98,415,681 (ninety-eight million four
hundred and fifteen thousand, six hundred eighty-one) shares outstanding and
the sale of shares approved herein will not have any financial institutions as
intermediary.

II.

to authorize the Board of Executive Officers of the Company to take all

actions necessary or desirable to the execution of the Sale and Purchase
Agreements between the Company and each of the beneficiaries in order to
reflect the provisions of item (I) above, as well as all necessary acts with the
depositary institution of the shares of the Company to formalize the transfer
of shares which will be sold.

CLOSING: All the members of the Board of Directors consigned that the lack of
delivery of the agenda, as provided in article 15, caput, of the bylaws of the
Company did not cause any damage in their respective votes in the meeting. There
being no further business to discuss, the Chairman adjourned the meeting and the
minutes were drawn up, which were then read, approved and signed in the
Companys records by all the members of the Board of Directors, the Chairman and
the Secretary. Directors attending the meeting: Andres Cristian Nacht, Elio Demier,
Diego Jorge Bush, Nicolas Arthur Jacques Wollack, Pedro Sampaio Malan, Jorge
Marques de Toledo Camargo and Francisca Kjellerup Nacht.
Rio de Janeiro, May 21st, 2015.
This is a free English translation of the Minutes drawn up in the Company's
records.
_______________________________
Frederico tila Silva Neves
Secretary