MILLS ESTRUTURAS E SERVIOS DE ENGENHARIA S.A. Corporate Taxpayers ID (CNPJ/MF) N 27.093.558/0001-15 Company Registry (NIRE) 33.3.

0028974-7 PUBLICLY-HELD COMPANY MINUTES OF THE BOARD OF DIRECTORS MEETING HELD ON NOVEMBER 01, 2013. DATE, TIME AND PLACE: Held on November 01, 2013, at 08:00 a.m., at the Companys headquarters, in the city of Rio de Janeiro, state of Rio de Janeiro, 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 Companys Board of Directors were present, in accordance with article 15, paragraph 2 of the Bylaws. ATTENDANCE: The following Board members attended the meeting: Andres Cristian Nacht, Elio Demier, Diego Jorge Bush, Nicolas Arthur Jacques Wollak, Pedro Sampaio Malan e Jorge Marques de Toledo Camargo. PRESIDING BOARD: Chairman: Mr. Andres Cristian Nacht, and Secretary Mr. Frederico tila Silva Neves. AGENDA: Increase the Companys capital stock, within the authorized capital limit, according to the Companys Bylaws, by means of the issuance of new common shares, due to the exercise of stock options, according to the Companys Stock Option Plan (1/2011) and Companys Stock Option Plan (1/2012), all of them archived in the Companys headquarters. RESOLUTIONS: The Board of Directors resolved by unanimous vote and without any restrictions to: 1. To approve, pursuant to article 5, second paragraph of the Companys Bylaws, the issuance of 5,152 (five thousand and one hundred and fifty two) common, bookentry shares, with no par value of the Company, within the authorized capital limit, at the issuance price of R$21.33 (twenty one reais and thirty three cents) per share, amounting to R$ 109,892.16 (one hundred nine thousand and eight hundred and ninety two reais and sixteen cents), in view of the exercise of stock option by a beneficiary of the Companys Stock Option Plan (1/2011).

2. To approve, pursuant to article 5, second paragraph of the Companys Bylaws, the issuance of 945 (nine hundred and forty five) common, book-entry shares, with no par value of the Company, within the authorized capital limit, at the issuance price of R$20.23 (twenty reais and twenty three cents) per share, amounting to R$ 19,117.35 (nineteen thousand and one hundred seventeen reais and thirty five cents), in view of the exercise of stock option by a beneficiary of the Companys Stock Option Plan (1/2012).

3. The above mentioned issued shares was fully subscribed and paid up by the beneficiaries of the corresponding options, according to document rubricated by the board and archived on the Companys headquarters, under the terms of the respective 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.
3.1. The above mentioned issued shares can only be traded by the beneficiaries after the subscription of such shares, under the terms of item 3 above. 4. According to article 171, paragraph three of the Brazilian Corporate Law, there are no preference rights to the Companys shareholders in the exercise of the stock option. 5. In view of the issuance of new shares of the Company, as described in items 1 to 4 above, the Companys capital stock increased R$129,009.51 (one hundred and twenty nine thousand and nine reais and fifty one cents), from R$551,915,163.12 (five hundred and fifty one million, nine hundred and fifteen thousand, one hundred and sixty three reais and twelve cents), represented by 127,314,202 (one hundred and twenty seven million, three hundred and fourteen thousand and two hundred and two) common, bookentry shares, with no par value to R$552,044,172.63 (five hundred and fifty two million, forty four thousand, one hundred and seventy two reais and sixty three cents), represented by 127,320,299 (one hundred and twenty seven million, three hundred and twenty thousand, two hundred and ninety nine) common, book-entry shares, with no par value. 6. Shares issued due to items 1 to 2 above are entitled to the same conditions in the payment of dividends and interest on shareholders equity that shall be distributed by the Company as of the present date.

CLOSURE: 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, November 1, 2013.

This is a free English translation of the Minutes drawn up in the Companys records. ____________________________ Frederico tila Silva Neves Secretary