MILLS ESTRUTURAS E SERVIOS DE ENGENHARIA S.A.

Public Held Company Corporate Registry (NIRE) 33.3.0028974-7 Corporate Taxpayer's ID (CNPJ/MF) No. 27.093.558/0001-15

MINUTES OF THE MEETING OF THE FISCAL COUNCIL HELD ON APRIL 23, 2014 DATE, TIME AND PLACE: April 23, 2014, at 4:00 p.m., at the head offices of Mills Estruturas e Servios de Engenharia S.A. ("Company"), a publicly-held company registered at the Brazilian Securities and Exchange Commission ("CVM"), located at Avenida das Amricas 500, bloco 14, loja 108, salas 207 e 208, Barra da Tijuca, Shopping Downtown, in the City of Rio de Janeiro, State of Rio de Janeiro. CALL NOTICE: call notice was waived in view of the attendance of all the members of the Fiscal Council, pursuant to article 28, paragraph 6th, of its by-laws. ATTENDANCE: the following members of the Company's Fiscal Council attended to the meeting: Rubens Branco da Silva, Eduardo Botelho Kiralyhegy e Maurcio Rocha Alves de Carvalho. Also attended Mr. Frederico tila Silva Neves, Administrative and Financial Director of the Company, to provide necessary explanations. BOARD: the meeting was chaired by Mr. Rubens Branco da Silva. Mr. Frederico tila Silva Neves, acted as secretary. AGENDA: review and discussion on the proposal by the Company's management in connection with the third issuance, by the Company, in single series, of nonconvertible unsecured debentures ("Debentures"), pursuant to Law 6.404, of December 15, 1976, as amended ("Brazilian Corporate Law") ("Issuance"), in a public offering with restricted placement efforts, pursuant to Law 6.385, of December 15, 1976, as amended ("Securities Market Law"), CVM Instruction 476, of January 16, 2009, as amended ("CVM Instruction 476"), and other legal and regulatory provisions ("Offering"), pursuant to the terms approved by the Company's Board of Directors, at the meeting held on April 23, 2014. RESOLUTIONS: after analyzing and discussing the matters in the agenda, the members of the Fiscal Council resolved, by unanimous decision and without any restrictions, issue an affirmative opinion about the proposal by the management of the Company in relation to the Issuance and the Offering, pursuant to the terms

approved by the Company's Board of Directors, at the meeting held on April 23, 2014. CLOSURE: there being no further business to discuss, these Minutes were drawn up, read, approved and signed on own book by all present members of the Company's Fiscal Council and by the Secretary. Rio de Janeiro, April 23, 2014. This is a free translations of the original document filed in the Company's records. Rubens Branco da Silva Chairman Frederico tila Silva Neves Secretary

EXHIBIT TO THE MINUTES OF THE FISCAL COUNCIL MEETING HELD ON APRIL 23, 2014 FISCAL COUNCIL OPINION The Fiscal Council of Mills Estruturas e Servios de Engenharia S.A. ("Company"), in the exercise of its legal and statutory functions, at the meeting held on April 23, 2014, examined, analyzed and issued an affirmative opinion, without any restrictions, about the proposal by the management of the Company in connection with the third issuance, by the Company, in single series, of non-convertible unsecured debentures, which shall be object of public offering with restricted placement efforts, pursuant to Brazilian Securities and Exchange Commission Instruction 476, dated as of January 16, 2009, as amended, pursuant to the terms approved by the Company's Board of Directors, at the meeting held on April 23, 2014. Rio de Janeiro, April 23, 2014.

Rubens Branco da Silva

Eduardo Botelho Kiralyhegy

Maurcio Rocha Alves de Carvalho