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

0028974-7 A PUBLICLY HELD COMPANY MINUTES OF THE MEETING OF THE FISCAL COUNCIL HELD ON MARCH 4th, 2013 DATE, TIME AND PLACE: On March 4th, 2013, at 14:00 p.m., at the head office of Mills Estruturas e Servios de Engenharia S.A. ("Company"), in the State of Rio de Janeiro, in the City of Rio de Janeiro, at Avenida das Amricas 500, bloco 14, loja 108, Barra da Tijuca, Shopping Downtown. CALL NOTICE: Call Notice th paragraph 5 of its Bylaws. executed in accordance with Article 28,

ATTENDANCE: The following members of the Fiscal Council attended the meeting: Mrs. Rubens Branco da Silva, Eduardo Botelho Kiralyhegy, and Maurcio Rocha Alves de Carvalho. Also attended the meeting Mr. Frederico tila Silva Neves, the Financial Administrative Officer of the Company, Mr. Sebastio Dantas Ramos, Controller of the Company, and Mr. Gustavo de Almeida Frana, representative of Deloitte Touche Tohmatsu Auditores Independentes, registered with the CRC/RJ under No. 109409/O-3, the independent auditor of the Company ("Independent Auditors"), to provide eventual clarifications. CHAIR: Chairman: Mr. Rubens Branco da Silva; Secretary: Mr. Rafael Machado da Conceio. AGENDA: Take notice of and give an opinion on (i) the Management Report, the accounts of the Board of Officers and the Financial Statements of the Company for the fiscal year ended on December 31, 2012; (ii) the proposed capital budgeting for the fiscal year of 2013, as approved by the Board of Directors of the Company at the meeting held on the date hereof; and (iii) the proposed allocation of the results for the fiscal year ended on December 31, 2012, as approved by the Board of Directors of the Company at the meeting held on the date hereof. RESOLUTIONS: The Board members of the Fiscal Council, unanimously and without any restrictions, opined in favor of (i) the Management Report, the accounts

of the Board of Officers, and the Financial Statements of the Company for the fiscal year ended on December 31, 2012, as well as the opinion of the Independent Auditors attached to the Financial Statements of the Company; (ii) the proposed capital budgeting for the fiscal year of 2013, as approved by the Board of Directors of the Company at the meeting held on the date hereof; and (iii) the proposed allocation of the results for the fiscal year ended on December 31, 2012, as approved by the Board of Directors of the Company at the meeting held on the date hereof. In light of the resolutions approved herein, the Board members of the Fiscal Council approved the favorable opinion, without any restrictions, with respect to the matters of the Agenda, under the terms and conditions of Exhibit 1 to these minutes, as well as the remittance of the opinion to the Shareholders' Meeting. CLOSING: There being nothing more to address, the Chairman of the Fiscal Council closed the meeting, and these minutes of the Fiscal Council were read, approved and executed in the corporate book of the Company by all the effective members of the Board of the Fiscal Council. I certify that these minutes are a conformed copy of the minutes executed in the Company's proper books. Rio de Janeiro, March 4th, 2013. _______________________________ Rubens Branco da Silva Chairman Members of the Fiscal Council in attendance: _______________________________ Rafael Machado da Conceio Secretary

RUBENS BRANCO DA SILVA ________________________________ EDUARDO BOTELHO KIRALYHEGY ________________________________

MAURCIO ROCHA ALVES DE CARVALHO ________________________________

MILLS ESTRUTURAS E SERVIOS DE ENGENHARIA S.A CPF/MF No. 27.093.558/0001-15 NIRE No. 33.3.0028974-7
MINUTES OF THE MEETING OF THE FISCAL COUNCIL

HELD ON MARCH 4th, 2013 A PUBLICLY HELD COMPANY

EXHIBIT 1 OPINION OF THE FISCAL COUNCIL The Fiscal Council of Mills Estruturas e Servios de Engenharia S.A. ("Company"), in the exercise of its legal and statutory functions, in a meeting held on March 4th, 2013, examined (i) the Management Report, the accounts of the Board of Officers and the Financial Statements of the Company for the fiscal year ended on December 31, 2012, as well as the opinion of the Independent Auditors attached to the Financial Statements of the Company; (ii) the proposed capital budgeting for the fiscal year of 2013, as approved by the Board of Directors of the Company at the meeting held on the date hereof; and (iii) the proposed allocation of the results for the fiscal year ended December 31, 2012, as approved by the Board of Directors of the Company at the meeting held on the date hereof, and opined, unanimously, and without any restrictions, in favor of the subjects mentioned above, recommending its remittance to the Shareholders' Meeting. Rio de Janeiro, March 4 th, 2013. Members of the Fiscal Council in attendance: Rubens Branco da Silva Eduardo Botelho Kiralyhegy Maurcio Rocha Alves de Carvalho