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 JANUARY 10, 2014. DATE, TIME AND PLACE: Held on January 10, 2014, at 09:00 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: All the 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: To approve the Increase of 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 (1/2010), Companys Stock Option Plan (1/2011) and Companys Stock Option Plan (1/2012), all of them archived in the Companys headquarters and related to the Stock Option Plan, approved on February 8, 2010 and amended on April 20, 2012. RESOLUTIONS: The Board of Directors resolved by unanimous vote and without any restrictions to: 1. Approve, pursuant to article 5, second paragraph of the Companys Bylaws, the issuance of 6 (six) common, book-entry shares, with no par value of the Company, within the authorized capital limit, at the issuance price of R$13.02 (thirteen reais and two cents) per share, amounting to a total of R$78.12 (seventy-eight reais and twelve cents), in view of the exercise of stock option by a part of the beneficiaries of the Companys Stock Option Plan (1/2010). 2. Approve, pursuant to article 5, second paragraph of the Companys Bylaws, the issuance of 5,772 (five thousand, seven hundred and seventy-two) common, book-entry shares, with no par value of the Company, within the authorized capital limit, at the issuance price of R$21.51 (twenty-one reais and fifty-one cents) per share, amounting to a

total of R$124,155.72 (one hundred and twenty-four thousand, one hundred and fifty-five reais and seventy-two cents), in view of the exercise of stock option by a part of the beneficiaries of the Companys Stock Option Plan (1/2011). 3. Approve, pursuant to article 5, second paragraph of the Companys Bylaws, the issuance of 711 (seven hundred and eleven) common, book-entry shares, with no par value of the Company, within the authorized capital limit, at the issuance price of R$5.76 (five reais and seventy-six cents) per share, amounting to a total of R$4,095.36 (four thousand and ninety-five reais and thirty-six cents), in view of the exercise of stock option by a part of the beneficiaries of the Companys Stock Option Plan (1/2012). 4. Approve, pursuant to article 5, second paragraph of the Companys Bylaws, the issuance of 3,000 (three thousand) common, book-entry shares, with no par value of the Company, within the authorized capital limit, at the issuance price of R$20.39 (twenty reais and thirty-nine cents) per share, amounting to a total of R$61,170.00 (sixty-one thousand, one hundred and seventy reais), in view of the exercise of stock option by a part of the beneficiaries of the Companys Stock Option Plan (1/2012). 5. Pursuant to the abovementioned Companys Stock Option Plan, the capital increase is herein is fully subscribed by the beneficiaries in accordance with the respective subscription forms signed and delivered by their respective beneficiaries on the present date, and now archived on the Company's headquarters, and payment of the new shares will be made according to the terms provided therein. 6. The above mentioned issued shares can only be traded by the beneficiaries after the payment of, according to the Companys Stock Option Plan (1/2010), Companys Stock Option Plan (1/2011) and Companys Stock Option Plan (1/2012). 7. According to article 171, paragraph three of the Brazilian Corporate Law, there will not be preemptive rights to the Companys shareholders as the new shares are issued for the exercise of stock options. 8. In view of the issuance of new shares of the Company, as described in items 1 to 4 above, the Companys capital stock is increased in the amount of R$189,499.20 (one hundred and eighty-nine thousand, four hundred and ninety-nine reais and twenty cents), from R$553,231,139.43 (five hundred and fifty-three million, two hundred and thirty-one thousand, one hundred and thirty-nine reais and forty-three cents), represented by 127,385,996 (one hundred and twenty-seven million, three hundred and eighty-five thousand, nine hundred and ninety-six) common, book-entry shares, with no par value to the amount of R$553,420,638.63 (five hundred and fifty-three million, four hundred and twenty thousand, six hundred and thirty-eight reais and sixty-three cents), represented by 127,395,485 (one hundred and twenty-seven million, three hundred and ninety-five thousand, four hundred and eighty-five) common, book-entry shares, with no par value.

9. Shares issued pursuant to items 1 to 4 above are subject to the same conditions, in respect of 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 attendees. Chairman: Andres Cristian Nacht, Secretary: Frederico tila Silva Neves. Board Members: Andres Cristian Nacht, Elio Demier, Diego Jorge Bush, Nicolas Arthur Jacques Wollak, Pedro Sampaio Malan e Jorge Marques de Toledo Camargo. Rio de Janeiro, January 10, 2014. I certify that this is a conformed copy of the minutes executed in the Company's proper book. ____________________________ Frederico tila Silva Neves Secretary

This is a free English translation of the Minutes drawn up in the Companys records.