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MILLS ESTRUTURAS E SERVIOS DE ENGENHARIA S.A.

CNPJ/MF N. 27.093.558/0001-15 NIRE 33.3.0028974-7 A PUBLICLY HELD COMPANY

MINUTES OF THE ORDINARY SHAREHOLDERS MEETING HELD ON APRIL 25, 2014


(drawn up in summary form, in accordance with in paragraph 1 of article 130 of Law n. 6.404/76, as amended) the authorization contained

DATE, TIME AND PLACE: April 25, 2014, at 11:00 a.m., at the headquarters of Mills Estruturas e Servios de Engenharia S.A. (the Company), located at Avenida das Amricas 500, bloco 14, loja 108, Barra da Tijuca, Shopping Downtown, in the city and State of Rio de Janeiro. CONVOCATION: By notice published on March 21, 24 and 25, 2014, in the Dirio Oficial do Estado do Rio de Janeiro and in Valor Econmico. PUBLICATIONS: The Financial Statements and Management Report approved by the Board of Directors at a meeting held on March 10, 2014, the opinion of the independent auditors relating to the year ended December 31, 2013 and the favorable opinion of the Fiscal Council approved at a meeting of that body held on March 10, 2014, all as published in the Dirio Oficial do Estado do Rio de Janeiro and in Valor Econmico on March 20, 2014, publication of the notices addressed in the main clause of article 133 of Law n. 6.404, of December 15, 1976, as amended (the Brazilian Corporations Law) having been waived, in light of the provision in paragraph 5 of such article. ATTENDANCE: Shareholders representing 61.66% (sixty-one point six six percent) of the Companys capital stock, in accordance with the register in the Company Shareholder Attendance Book, thus meeting the quorum to call the Meeting to order. Also present were Alessandra Eloy Gadelha, the Companys Investor Relations Officer, Gustavo de Almeida Frana (CRC RJ 109409/O), representing Deloitte Touche Tohmatsu Auditores Independentes, the Companys independent auditor (the Independent Auditors), and Eduardo Botelho Kiralyhegy, a sitting member of the Companys Fiscal Council, for the reason set forth in 1 of Article 134 and in Article 164 of the Brazilian Corporations Law.

PRESIDING: Chairman: Andres Cristian Nacht; Secretary: Rafael Machado da Conceio. AGENDA: (i) take the accounts of the administrators, examine, discuss and vote on the Management Report and the Companys Financial Statements relating to the fiscal year ended December 31, 2013, accompanied by the opinion of the independent auditors and the opinion of the Fiscal Council; (ii) deliberate on the proposed capital budget for 2014; (iii) deliberate on managements proposal with reference to allocating the Companys results for the year ended December 3 1, 2013; (iv) elect the members of the Companys Board of Directors; (v) elect the members of the Companys Fiscal Council; and (vi) establish the compensation of the Companys administrators for 2014. RESOLUTIONS: shareholders: The matters on the agenda having been discussed, the

1. Unanimously, registering abstentions as proffered, approved the Management Report, the accounts of the administrators, and the Companys Financial Statements relating to the fiscal year ended December 31, 2013, as accompanied by the opinion of the Independent Auditors and the favorable opinion of the Companys Fiscal Council. 2. Unanimously, registering abstentions as proffered, under the terms of article 196 of the Brazilian Corporations Law, approved the proposed capital budget for 2014, as approved by the Companys Board of Directors at a meeting held on March 10, 2014, noting, too, the favorable opinion of the Companys Fiscal Council, and such budget becomes part of these minutes as their Annex I. 3. Unanimously, registering abstentions as proffered, approved the administrations proposal with reference to allocating the Companys results for the year ended December 31, 2013, as approved by the Companys Board of Directors at a meeting held on March 10, 2014, noting, too, the favorable opinion of the Companys Fiscal Council, and such proposal becomes part of these minutes as their Annex II. 4. By the majority of the votes, registering abstentions and votes against as proffered, approved (a) the reelection of the following seated members to form the Companys Board of Directors, with a mandate until the Shareholders Meeting that approves the accounts for fiscal 2015, under the terms of Article 14 of the Companys Bylaws: (i) Andres Cristian Nacht, Argentine, married, industrialist, resident and domiciled at Rua Levi Carneiro 344, Barra da Tijuca,
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in the city and State of Rio de Janeiro, bearer of ID card RG n. W520085-X issued by the SE/DPMAF/DPF, and registered with the CPF/MF under n. 098.921.337-49; (ii) Elio Demier, Brazilian, divorced, advertising executive, resident and domiciled at Rua Sorocaba 691, apartamento 502, Botafogo, in the city and State of Rio de Janeiro, bearer of ID card RG n. 81.034.346-7 issued by the IFP/RJ, and registered with the CPF/MF under n. 260.066.507-20; (iii) Diego Jorge Bush, Argentine, married, economist, resident and domiciled at Rua Peixoto Gomide 2022, ap. 11, in the city and State of So Paulo, bearer of ID card RG n. W128971-X issued by the SE/DPMAF/DPF, and registered with the CPF/MF under n 060.903.038-87; (iv) Nicolas Arthur Jacques Wollak, French, married, businessman, resident and domiciled at Ladeira de Nossa Senhora 325, Glria, in the city and State of Rio de Janeiro, bearer of RNE (registro nacional de estrangeiro) n. V317048-W issued by the CGPI/DIREX/DPF, and registered with the CPF/MF under n. 057.378.217-22; (v) Pedro Sampaio Malan, Brazilian, divorced, economist, resident and domiciled at Rua Itana 177, ap. 402, Jardim Botnico, in the city and State of Rio de Janeiro, bearer of ID card RG n. 1.641.979 issued by the IFP/RJ, and registered with the CPF/MF under n. 028.897.227-91; and (vi) Jorge Marques de Toledo Camargo, Brazilian, married, geophysicist, resident and domiciled at Rua Almirante Saddock de S 370, ap. 101, Ipanema, in the city and State of Rio de Janeiro, bearer of ID card RG n. 293644 issued by the SSP/DF, and registered with the CPF/MF under n. 114400151-04 (whereof Jorge Marques de Toledo Camargo, Nicolas Arthur Jacques Wollak and Pedro Sampaio Malan are elected as independent directors meeting the requirements of the Novo Mercado Regulations of the BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e Futuros (BM&FBOVESPA)), as well as (b) the election of Francisca Kjellerup Nacht, Brazilian, single, businesswoman, resident and domiciled at Nyvej 17, st.th., DK-1851 Frederiksberg C, Denmark, bearer of ID card n. 08.838.154-6 issued by the DETRAN-RJ, and registered with the CPF/MF under n. 124.175.657-06. 4.1. The directors here reelected and/or elected (as applicable) shall take office upon signing the respective instruments of investiture drawn up in the Book of Minutes of Meetings of the Companys Board of Directors, which shall contain the representations established in Article 147 of the Brazilian Corporations Law and in CVM Instruction n. 367/02. The director here elected must also sign the consent for administrators to which the BM&FBOVESPAs Novo Mercado Regulations allude and adhere to the Companys material disclosure policy and its policy for trading in securities issued by the Company. 5. By the majority of the votes, registering abstentions and votes against as
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proffered, approved (a) the reelection of the following members to form the Companys Fiscal Council: (i) Rubens Branco da Silva, Brazilian, married, lawyer and accountant, bearer of ID card n. 022570 issued by the OAB/RJ, registered with the CPF/MF under n. 120.049.107-63, resident and domiciled at Avenida dos Flamboyants 1250, bloco 02, apartamento 501, Barra da Tijuca, in the city and State of Rio de Janeiro, CEP 22776-070; and (ii) Eduardo Botelho Kiralyhegy, Brazilian, single, lawyer, bearer of ID card n. 114.461 issued by the OAB/RJ, registered with the CPF/MF under n. 082.613.217-03, resident and domiciled at Avenida Julio Furtado 193/605, Graja, in the city and State of Rio de Janeiro, CEP 20.561-010; (b) the election of the following to be a member of the Companys Fiscal Council: (iii) Hlio Carlos de Lamare Cox, Brazilian, legally separated, engineer, bearer of ID card RG n. 2.402.538 issued by the IFP/RJ, registered with the CPF/MF under n. 298.152.157-87, resident and domiciled at Rua Haddock Lobo 1259, apartamento 61, in the city and State of So Paulo, CEP 01414-003; all in parts (a) and (b) hereof, as sitting members; (c) the reelection of (i.1) Daniel Oliveira Branco Silva, Brazilian, married, lawyer, bearer of ID card n. 127.990 issued by the OAB/RJ, registered with the CPF/MF under n. 080.968.467-52, resident and domiciled at Avenida Jornalista Ricardo Marinho 300, apto 1202, Barra da Tijuca, in the city and State of Rio de Janeiro, CEP 22.631-350; and (ii.1.) Maria Cristina Pantoja da Costa Faria, Brazilian, single, lawyer, bearer of ID card n. 99.894 issued by the OAB/RJ, registered with the CPF/MF under n. 886.793.577-15, resident and domiciled at Rua Joaquim Nabuco 266/402, Arpoador, in the city and State of Rio de Janeiro, CEP 22080-030; and (d) the election of (iii.1.) Massao Fbio Oya, Brazilian, married, accountant, bearer of ID card RG n. 34.872.970-4 issued by the SSP/SP, registered with the CPF/MF under n. 297.396.878-06, resident and domiciled at Rua Benedito de Almeida Bueno 526, in the city of Atibaia, State of So Paulo, CEP 12940-660; all in parts (c) and (d) hereof, as the respective alternates of those named in parts (a) and (b) hereof; all with a mandate until the Ordinary Shareholders Meeting that examines the financial statements for fiscal 2014 in accordance with article 28, paragraph 2 of the Companys Bylaws, and who shall be so invested upon signing the respective instruments of possession drawn up in the Book of Minutes of the Meetings of the Companys Fiscal Council, which shall contain the representations set forth in Article 147 of the Brazilian Corporations Law and other applicable legal provisions. Hlio Carlos de Lamare Cox and Massao Fbio Oya were separately elected by minority shareholders. Rubens Branco da Silva will exercise the functions of President of the Fiscal Council. Under the terms of Article 162, paragraph 3 of the Brazilian Corporations Law, each seated member of the Fiscal Council will be entitled to compensation in an amount corresponding to 10% (ten percent) of the
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compensation that, on average, is attributed to each of the Companys officers, not including benefits, representation monies and profit sharing. 6. Unanimously, registering abstentions as proffered, approved the global compensation of the members of the Companys Board of Directors and Board of Executive Officers for 2014, as R$12,835,697.25 (twelve million, eight hundred thirty-five thousand, six hundred ninety-seven reais and twenty-five centavos), in the form proposed for the consideration of the meeting, tasking the Board of Directors to distribute it among the members of the Board of Directors and the Board of Executive Officers. DOCUMENTS SUBMITTED FOR THE CONSIDERATION OF THE MEETING: The documents submitted for the consideration of the Meeting were numbered and authenticated by those presiding and filed at the Companys headquarters, copies of such having been delivered to the shareholders that so requested. CLOSING: There being nothing more to address, the Chairman closed the meeting, and these minutes were drawn up in summary form (which will be published without the signatures of the shareholders in attendance, as provided in paragraphs 1 and 2 of Article 130 of the Brazilian Corporations Law), read, approved, and signed in the book of minutes by all shareholders in attendance, by the Chairman, and by the Secretary.

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

_________________________ Andres Cristian Nacht Chairman _________________________ Rafael Machado da Conceio Secretary

MILLS ESTRUTURAS E SERVIOS DE ENGENHARIA S.A.


CNPJ/MF N. 27.093.558/0001-15 NIRE 33.3.0028974-7 A PUBLICLY HELD COMPANY

MINUTES OF THE ORDINARY SHAREHOLDERS MEETING HELD ON APRIL 25, 2014

ANNEX I

2014 CAPITAL BUDGET

1 Sources of funds

R$273,068,457.75 R$118,273,166.08 R$154,795,291.67 R$273,068,457.75

Retained earnings from 2013 Cash generation and fund raising


2 Uses of funds

Investments in expansion (acquisition of equipment) R$231,118,302.80 Investments in facilities and information technology to support the expansion R$41,950,154.95
3 Duration

1 year

MILLS ESTRUTURAS E SERVIOS DE ENGENHARIA S.A.


CNPJ/MF N. 27.093.558/0001-15 NIRE 33.3.0028974-7 A Publicly Held Company

MINUTES OF THE ORDINARY SHAREHOLDERS MEETING HELD ON APRIL 25, 2014

ANNEX II

To the Members of the Board of Directors of Mills Estruturas e Servios de Engenharia S/A. Re: The Board of Executive Officers Proposal for Allocating the Results for the Fiscal Year ended December 31, 2013. Dear All: The Board of Executive Officers of Mills Estruturas e Servios de Engenharia S/A. (the Company), has resolved to submit for the appreciation of the Companys Board of Directors this proposal for allocating the results for the fiscal year ended December 31, 2013. In fiscal year 2013, the Companys net income was R$172,592,130.42 (one hundred seventy-two million, five hundred ninety-two thousand, one hundred thirty reais and forty-two centavos). In such circumstance, the Companys Board of Executive Officers proposes that: (i) under the terms of article 193 of Law n. 6.404/76, as amended, and item a of article 30 of the Companys Bylaws, the amount of R$8,629,606.52 (eight million, six hundred twenty-nine thousand, six hundred six reais and fifty-two centavos), be allocated to the Companys Legal Reserve; the aggregate amount of R$46,497,455.75 (forty-six million, four
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(ii)

hundred ninety-seven thousand, four hundred fifty-five reais and seventy-five centavos), corresponding to R$0.37 (thirty-seven centavos) per share, be allocated to pay the Companys mandatory dividend, of which (i) R$43,014,000.00 (forty-three million, fourteen thousand reais), corresponding to R$0.34 (thirty-four centavos) per share, will be paid in the form of interest on shareholders equity, pursuant to resolutions passed at meetings of the Companys Board of Directors held on June 21, 2013 (in which it was approved, ad referendum of the Shareholders Meeting, to distribute interest on shareholders equity in the amount of R$23,448,000.00 (twenty-three million, four hundred forty-eight thousand reais)), and December 23, 2013 (in which it was approved, ad referendum of the Shareholders Meeting, to distribute interest on shareholders equity in the amount of R$19,566,000.00 (nineteen million, five hundred sixty-six thousand reais), based on the Companys shareholders equity on such dates; and (ii) R$3,483,455.75 (three million, four hundred eighty-three thousand, four hundred fifty-five reais and seventy-five centavos), corresponding to R$0.02 (two centavos) per share, will be paid in the form of dividends by June 14, 2014, to which those who were shareholders on the date of its declaration will be entitled; (iii) under the terms of article 196 of Law n. 6.404/76 and item c of article 30 of the Companys Bylaws, the amount of R$118,273,166.08 (one hundred eighteen million, two hundred seventy-three thousand, one hundred sixty-six reais and eight centavos), which includes both the portion of net income for the year and the realization of the special goodwill reserve in the amount of R$808,097.93 (eight hundred eight thousand, ninetyseven reais and ninety-three centavos), will be retained by the Company to finance investments in expansion (acquisition of equipment) and investments in facilities and information technology to support the Companys expansion, as provided for in the Companys Capital Budget to be submitted for approval at the Shareholders Meeting.

This proposed allocation of results is summarized in the following table: Description Income for the Year Legal Reserve Realization of the Special goodwill Reserve Retained earnings Mandatory Dividends Dividends Interest on shareholders equity Amounts (in R$) 172,592,130.42 8,629,606.52 808,097.93 118,273,166.08 46,497,455.75 3,483,455.75 43,014,000.00

Accordingly, the Board of Executive Officers proposes that the Board of Directors examine this proposed allocation of results and submit the amounts presented for approval at the Companys Shareholders Meeting. In compliance with article 9, 1, item II of CVM Instruction 481/2009, as amended, the information called for in Exhibit 9-1-II to such Instruction are presented in an annex hereto. Sincerely, The Board of Executive Officers Mills Estruturas e Servios de Engenharia S.A.