Rio de Janeiro, March 4th , 2013. 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, 2012 Dear Sirs, The Board of Executive Officers of Mills Estruturas e Servios de Engenharia S/A. ("Company"), decided to submit to the approval of the Board of Directors the proposal hereto for the allocation of the results of fiscal year ended on December 31, 2012. In the fiscal year ended on December 31, 2012, the Company presented net profit in the amount of R$ 151,515,722.67. Thereby, the Board of Executive Officers proposes that: (i) in accordance with Article 193 of Law No. 6.404/76 and item "a" of Article 30 of the Company's Bylaws, the amount of R$ 7,575,786.13, be allocated to the Legal Reserve of the Company; (ii) the amount of R$ 41,780.000.00 corresponding to R$ 0.33 per share, be allocated to the payment of dividends to the shareholders of the Company as mandatory dividends, which will be paid in the form of interest on the stockholders equity, as decided on the meetings of the Board of Directors held on June 21, 2012, in which was approved, ad referendum of the Shareholders' Meeting, the distribution of interest on the stockholders equity in the amount of R$ 21,780,000.00, and on December 31, 2012, in which was approved, ad referendum of the Shareholders' Meeting, the distribution of interest on the stockholders equity in the amount of R$ 20,000,000.00, based on the stock position of the Company as of the above mentioned dates; and (iii) in accordance with Article 196 of Law No. 6.404/76 and of item "c" of Article 30 of the Bylaws of the Company, the amount of R$ 103,680,234.67, which includes the net profit of the fiscal year of 2012 and the realization of the special goodwill in the amount of R$ 1,520,298.13, will be retained by the Company to be used for investments in expansion (acquisition of equipment) and investments in facilities and information technology, as provided for in the Capital Budget of the Company.

This proposal for the allocation of results is summarized below:

Description

Amount (in R$)

Income from the Year Legal Reserve Realization of the Special Goodwill Reserve Profit Withholding Mandatory Dividends Dividends Interest on the stockholders equity

151,515,722.67 (7,575,786.13) 1,520,298.13 103,680,234.67 (41,780,000.00) (-) (41,780,000.00)

Thereby, the Board of Executive Officers proposes that the Board of Directors examine this proposal of allocation of results and submit the presented amounts to the approval of the Shareholders' Meeting of the Company. In accordance with Article 9, paragraph 1st, item II, of CVM Instruction No. 481/2009, as amended, find attached hereto the information requested by the Exhibit 9-1-II of the mentioned Instruction.

Sincerely,

Board of Executive Officers Mills Estruturas e Servios de Engenharia S.A.