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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 A PUBLICLY HELD COMPANY MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS HELD ON DECEMBER 17, 2013 DATE, TIME AND PLACE: On December 17, 2013, at 9:00 am., at the head office of Mills Estruturas e Servios de Engenharia S.A. ("Mills" or "Company"), located 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 NOTICE AND ATTENDANCE: Call notice was waived in light of the attendance of all members of the Board of Directors, in accordance with Article 15, paragraph 2nd, of the By-laws of the Company, stating the compliance with the requirements set forth therein. CHAIR: Chairman: Mr. Andres Cristian Nacht; Secretary: Mr. Frederico tila Silva Neves. AGENDA: (i) accept the resignation of the officers Mr. Roberto Carmelo de Oliveira and Mr. Erik Wright Barstad; and (ii) elect the new members of the Board of Officers of the Company. RESOLUTIONS: analyzed and discussed the matters on the Agenda, the members of the Board of Directors, unanimously and without any restrictions: 1. Accepted the resignation presented by Mr. Erik Wright Barstad and Mr. Roberto Carmelo de Oliveira, both from the position of Officer without a specific designation, to which they have been elected in the meeting of the Board of Directors held on March 4, 2013, thanking them for the relevant services rendered. The Directors stated that (i) the effective resignation of Mr. Erik Wright Barstad will occur on December 31, 2013; and (ii) the effective resignation of Mr. Roberto Carmelo de Oliveira occurred on December 9, 2013, as indicated in the letters of

resignation registered in the head office of the Company. 1.1. Mr. Erik Wright Barstad and Mr. Roberto Carmelo de Oliveira granted to the Company full, complete, plain, general, irreversible and irrevocable release, stating that do not have anything to claim from the Company, its shareholders, subsidiaries, affiliated or successors for any purpose and at any time. 2. Immediately thereafter, the members of the Board of Directors approved the election of the new members of the Board of Officers, with a mandate until the Shareholders' Meeting of the Company to be held to deliberate the accounts of the fiscal year of 2013: (a) Gabriel Esteves, Brazilian citizen, married, civil engineer, bearer of ID card No. 090000498, issued by IFP/RJ, enrolled with CPF/MF under No. 021.850.487-08, resident and domiciled at Rua Jos de Brito, Casa 177, Barra da Tijuca, CEP 22793-220, in the City and State of Rio de Janeiro, for the position of Officer without specific designation; (ii) Rogrio Bregaglio, Brazilian citizen, married, civil engineer, bearer of ID card No. 9.239.166, issued by SSP/SP, enrolled with CPF/MF under No. 086.655.858-69, resident and domiciled at Estrada Fazendinha, 4.901, C. 03, Condomnio Aldeia da Fazendinha, CEP 06364-000, in the City of Carapicuba, State of So Paulo, for the position of Officer without specific designation; and (iii) Srgio Kariya, Brazilian citizen, married, mechanic engineer, bearer of ID card No. 16.777.134-6, issued by SSP/SP, enrolled with the CPF/MF under No. 197.064.378-19, resident and domiciled at Avenida Joo Cabral de Mello Neto 350, Bloco 02, apartamento 1704, Barra da Tijuca, CEP 22775-057, in the City and State of Rio de Janeiro, for the position of Officer without specific designation. 2.1. The Officers appointed hereby state that are not prevented by special Law or to any criminal sanction which precludes, even temporarily, access to public office; or sentenced for a bankruptcy offense, prevarication, fraud, bribery or corruption, graft or embezzlement, crimes against the national economy, the national financial system, against antitrust laws, against consumer rights, against public faith or against public property, as provided in the instrument of investiture executed to be opportunely signed by the Officers hereby elected within 30 days as provided in the Law 6.404 of December 15, 1976, as amended (the Brazilian Corporations Law).. 2.2. The new members of the Board of Officers will sign the Instrument of Consent (Termo de Anuncia), as provided for in the applicable Regulation of BM&FBOVESPA S.A. Bolsa de Valores, Mercados e Futuros. 2

CLOSING AND SIGNATURES: There being nothing more to address, the Chairman closed the meeting, and these minutes of the Meeting of the Board of Directors were drafted, read, approved and executed in Companys proper books by all members of the Board of Directors of the Company in attendance, by the Chairman and by the Secretary. Members of the Board of Directors in attendance: Andres Cristian Nacht, Elio Demier, Diego Jorge Bush, Nicolas Arthur Jacques Wollak, Pedro Sampaio Malan and Jorge Marques de Toledo Camargo. Rio de Janeiro, December 17, 2013. I certify that these minutes are a truly copy of the minutes executed in the Company's proper books.

_______________________________ Frederico tila Silva Neves Secretary