MILLS ESTRUTURAS E SERVIOS DE ENGENHARIA S.A. CNPJ/MF No. 27.093.558/0001-15 NIRE 33.3.

0028974-7 PUBLICLY-HELD COMPANY MINUTES OF THE BOARD OF DIRECTORS MEETING HELD ON JULY 02, 2012 DATE, TIME AND PLACE: Held on July 02, 2012, at 10:00 a.m., 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, n. 500, bloco 14, loja 108, salas 207 e 208, Barra da Tijuca, Shopping Downtown. CALL NOTICE: Call notice was waived as all members of the Company's Board of Directors were in attendance, in accordance with article 15, paragraph 2 of the Bylaws. ATTENDANCE: The following members of the Board of Directors attended the meeting: Andres Cristian Nacht, Elio Demier, Diego Jorge Bush, Nicolas Arthur Jacques Wollak, Pedro Henrique Chermont de Miranda, Pedro Sampaio Malan and Jorge Marques de Toledo Camargo. CHAIR: Chairman: Mr. Andres Cristian Nacht, and Secretary Mr. Frederico tila Silva Neves. AGENDA: to approve the increase of Company's capital stock, within the authorized capital, according to Company's Bylaws, as a result of the exercise of stock options, pursuant to the stock option plans "Plano Especial TopMills", approved by the Board of Directors' Meeting held on November 27, 2007 as ratified by the Extraordinary Shareholders' Meeting held on May 28, 2008 ("Plano Especial TopMills"). RESOLUTIONS: The Board of Directors resolved by unanimous vote and without restriction: 1. To approve, pursuant to Article 5, paragraph 2, of the Company's Bylaws, the issuance of 13,032 (thirteen thousand and thirty two) common, book-entry, shares, with no par value, within the authorized capital, according to Company's Bylaws, issued at a price per share of R$2.40 (two reais and forty centavos), amounting to R$31,276.80 (thirty one thousand, two hundred and seventy six reais and eighty centavos), as a result of the exercise of stock options, pursuant to Plano Especial TopMills.

2. Pursuant to the abovementioned Companys Stock Option Plan, the capital increase is herein is fully subscribed and paid up by the beneficiaries, according to document rubricated by the board and archived on the Companys headquarters, under the terms of the Stock Option Program and in accordance with subscription forms signed and delivered by their respective beneficiaries on the present date, and now archived on the Company's headquarters. 2.1. The issued shares may only be traded by the beneficiaries following the subscription and payment thereof, as described in item 2 above, observing also the fulfillment of the lock up period, present in the plan. 3. Pursuant to article 171, paragraph three, of the Brazilian Corporate Law, there are no preemptive rights to the Company's shareholders as a result of the exercise of the stock options. 4. The shares issued pursuant to items 1 and 2 above are entitled to the same rights and conditions in connection with the payment of dividends and interest on shareholders' equity distributed by the Company as of the present date. 5. As a result of the issuance of shares as described in items 1 to 3 above, the Company's capital stock shall be increased in R$31,276.80 (thirty one thousand, two hundred and seventy six reais and eighty centavos), increasing from the current R$ 533,608,333.35 (five hundred and thirty three million, six hundred and eight thousand, three hundred and thirty three reais and thirty five cents), represented by 126.148.646 (one hundred and twenty six million, one hundred and forty eight thousand, six hundred and forty six) common, book-entry shares, with no par value, considering the cancellation of 4.000 (four thousand) common shares book-entry shares, with no par value of the Company, held in treasury, as approved at the Board of Directorsmeeting held on June 21st, 2012, to R$533,639,610.15 (five hundred and thirty three million, six hundred and thirty nine thousand, six hundred and ten reais and fifteen centavos), represented by 126,161,678 (one hundred and twenty six million, one hundred and sixty one thousand, six hundred and seventy eight) common, book-entry shares, with no par value. CLOSING: 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 Board Members, the Chairman and the Secretary. Rio de Janeiro, July 2, 2012. This is a free English translation of the Minutes drawn up in the Company's records. ____________________________

Frederico tila Silva Neves Secretary