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REFERENCE FORM

(Free translation of FORMULRIO DE REFERNCIA)





_______________________________________________________________







MILLS ESTRUTURAS E SERVIOS DE ENGENHARIA S.A.
Publicly Held Company
CNPJ n. 27.093.558/0001-15 NIRE 33.3.0028974-7
Avenida das Amricas 500, bloco 14, loja 108 e salas 207 e 208, Barra da Tijuca, CEP 22640-100

Rio de Janeiro - RJ




May 13, 2014






_______________________________________________________________




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INDEX

1. DECLARATION OF THOSE RESPONSIBLE FOR THE CONTENT OF THE FORM 3
2. INDEPENDENT AUDITORS ................................................................................ 5
3. SELECTED FINANCIAL INFORMATION ............................................................. 8
4. RISK FACTORS ................................................................................................. 16
5. MARKET RISKS ................................................................................................ 40
6. COMPANY HISTORY ........................................................................................ 49
7. COMPANYS ACTIVITIES ................................................................................ 57
8. ECONOMIC GROUP .......................................................................................... 77
9. RELEVANT ASSETS .......................................................................................... 84
10. MANAGEMENT COMMENTS ........................................................................... 91
11. PROJECTIONS.............................................................................................. 126
12. GENERAL MEETING AND ADMINISTRATION ............................................ 128
13. COMPENSATION FOR ADMINISTRATION .................................................. 147
14. HUMAN RESOURCES ................................................................................... 169
15. OWNERSHIP ................................................................................................ 177
16. TRANSACTIONS WITH RELATED PARTIES ................................................ 184
17. SHARE CAPITAL ........................................................................................... 186
18. SECURITIES ................................................................................................. 194
19. BUY-BACK PLANS AND SECURITIES HELD IN TREASURY ........................ 220
20. SECURITIES TRADING POLICY .................................................................. 223
21. DISCLOSURE POLICY .................................................................................. 225
22. EXTRAORDINARY BUSINESS ...................................................................... 230



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1. DECLARATION OF THOSE RESPONSIBLE FOR THE CONTENT OF THE FORM









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1.1 Declaration of the President and Investor Relations Officer


Name of the responsible for the content of the form: Ramon Nunes Vazquez
Title of the responsible Chief Executive Officer


Name of the responsible for the content of the form: Alessandra Eloy Gadelha
Title of the responsible Investor Relations Officer


The officers qualified above declare that:

a. They reviewed the reference form (Form).
b. All information contained in the form meets the requirements of CVM Instruction 480,
especially arts. 14 to 19.
c. The information contained in the form is true, accurate and complete with respect to the
issuers financial situation and the risks inherent in its activities and the securities issued by
it.




























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2. INDEPENDENT AUDITORS






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2.1/2.2 Identification and compensation of Auditors

CVM auditor code: 385-9
Name of company responsible: Deloitte Touche Tomahtsu Auditores Independentes (Deloitte)
CPF/auditor CNPJ: 49.928.567/0001-11
Date of hired service: 04/18/2011
Service end date: -
Name of individual responsible: Antonio Carlos Brando de Souza
CPF of individual responsible: 892.965.757/53
Address: Avenida Presidente Wilson, n 231, Rio de Janeiro, RJ, Brasil, CEP 20030-02, Telefone
(21) 3981-0500, Fax (21) 3981-0600, email: antoniobrandao@deloitte.com
Description of contracted service: In the fiscal year ended 2012 the services provided by
Deloitte of independent audit of the financial statements of Mills Estruturas e Servios de
Engenharia S.A. (Company or Mills) fot he fiscal year ended 2012, with issuance of the opinion,
and limited review of quarterly financial statements for the periods ended March 31, June 30 and
September 30, 2012, with the issuance of the related reports. In the fiscal year ended 2011 the
following services were provided by Deloitte: (i) independent audit of the financial statements of
Mills Estruturas e Servios de Engenharia S.A. (Company or Mills) for the fiscal year ended 2011,
with issuance of the opinion, limited review of quarterly financial statements for the periods ended
March31, June 30 and September 30, 2011, with the issuance of the related reports; and (ii)
elaboration of the valuation report of GP Andaimes Sul Locadora Ltda. (GP Sul) for purposes of its
merger by the Company. Deloitte did not provide any services to the Company in 2010.

Total amount of remuneration of auditors separated by offered services: For the
services described above, audit services and limited review of financial statements, Deloitte
received in 2012 a total amount of R$ 357.6 thousand.

CVM auditor code: 287-9
Name of company responsible: PricewaterhouseCoopers Auditores Independentes (PwC)
CPF/auditor CNPJ:61.562.112/0001-20
Date of hired service: 10/30/2009
Service end date: 4/17/2011
Name of individual responsible: Patricio Marques Roche
CPF of individual responsible: 61.562.112/0001-20
Address: Rua da Candelria, 65, Centro, Rio de Janeiro, RJ, Brasil, CEP 20091-020, Telefone (21)
3232 6048 Fax (21) 2516 6591 e-mail: patrcio.roche@br.pwc.com
Description of contracted service: For the fiscal years ended 2010 and 2011 the following
services were provided by PwC: (i) independent audit of the company's annual financial
statements for the fiscal year 2010, with the issue of the related opinions, and limited review of
quarterly financial statements for the three months periods ending March 31, June 30 and
September 30, 2010 (original for the year 2010 and restatement of 2010) with the issue of the
related reports; (ii) review of the prospect and issue of comfort letter during the process of the
Companys initial public offering, held in 2010; and (iii) consulting services in information
technology and processes for choosing and implementing a new system (ERP) for the Company,
including (a) mapping of processes to assist the company in the choice of ERP software, with
hiring date of September 1, 2009 and duration of twelve months and (b) monitoring of the
implementation of the ERP (PA-Project assurance and QA-quality assurance)dated December 8,
2010 and term lasting less than twelve months.

Total amount of remuneration of auditors separated by offered services: PwC did not
receive fees in the year 2012



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Possible replacement of auditor:

(i) Replacement justification: Periodic rotation of auditors, in the form of CVM 308/99
Instruction.

(ii) Reason presented by the auditor in the event of a discrepancy between the
statement of issuer: Not applicable.



2.3 Other information that the Company deems relevant:

At the Board of Directors meeting held on April 8, 2011, was approved the replacement of
PricewaterhouseCoopers Auditores Independentes, by Deloitte Touche Tohmatsu Auditores
Independentes, already from the first quarter of the fiscal year of 2011, as independent auditors
of the Company, in compliance with CVM Instruction 308 of of May 14, 1999, as amended.





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3. SELECTED FINANCIAL INFORMATION





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3.1 - Financial Information

For the Year ended December 31
2010 2011 2012
Stockholders equity (in thousands of R$) 655,152 736,140 859,326
Total Assets (in thousands of R$) 924,093 1,280,619 1,664,061
Net revenues (in thousands of R$) 549,884 677,592 879,274
Gross profit (in thousands of R$) 295,086 337,170 468,345
Net income (in thousands of R$) 103,283 92,177 151,516
Number of shares, excluding treasury 125,495,309 125,656,724 126,399,430
Book value per share (in R$) 5.22 5.86 6.80
Earnings per Share (in R$) 0.82 0.73 1.20

3.2 Non accounting measures

EBITDA

EBITDA is a non-accounting measurement adopted by the Company, reconciled with its financial
statements, in accordance with CVM Instruction 527/2012, as applicable. The Company has calculated its
EBITDA as net earnings before financial results, the effect of depreciation of assets and equipment used
for rental, and the amortization of intangible assets. EBITDA is not a measure recognized under BR GAAP,
IFRS or US GAAP. It is not significantly standardized and cannot be compared to measurements with
similar names provided by other companies. The Company has reported EBITDA because it is used to
measure its performance. EBITDA should not be considered in isolation or as a substitute for "net income"
or "operating income" as indicators of operational performance or cash flow, or for the measurement of
liquidity or debt repayment capacity.

Reconciliation of EBITDA with Operational Earnings:

For the Year ended December 31
2010 2011 2012
(em R$ mil)
Operating income before financial result 147,463 161,968 249,884
(+)Depreciation and amortization 47,060 76,188 108,619
EBITDA 194,523 238,156 358,503

Reasons for using the EBITDA

EBITDA is used as a performance measurement by the Companys Management, reason why it is
important to be included in this Reference Form. The Company believes that the EBITDA is an efficient
measurement to evaluate the performance of operations, as an indicator that is less impacted by interest
rates fluctuation, changes in the rates and chances of incidence of the corporate income tax (IRPJ) and
social contribution on net profits (CSLL) and depreciation levels.

Retorno sobre o Capital Investido

Return on Invested Capital (ROIC) is a non-GAAP measurement elaborated by the Company. It is
calculated as Operating Income before financial results and after the payment of income tax and social
contribution (theoretical 30% income tax rate) on this income, includes remuneration from affiliates,
divided by average Invested Capital. ROIC is not a measure recognized under BR GAAP, and it is not
significantly standardized and cannot be compared to measurements with similar names provided by
other companies.




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Annual ROIC: (Annual Operational Income (30% Income Tax Rate) + remuneration from affiliates) /
Average Invested Capital of the last thirteen months.
For the Company, invested capital is defined as the sum of its own capital (net equity or shareholder s
equity) and capital from third parties (total loans and other liabilities that carry interest, from banks or
not), both being average capital from the beginning to the end of the period considered.

ROIC calculation from the Operating Income


For the Year ended December 31

2010 2011 2012
(in thousands of R$, except when percentages)
Operating Income before financial results .................................... 147,463 161,968 249,884
(+) Income tax and CSLL provision
(1)
.......................................... (40,078) (48,590) (74,965)
(+)Remuneration of affiliated companies - 228 2,917
Operating profit before financial income, after taxation
and remuneration of affiliated companies .........................
107,385 114,659 177,836

() Average invested capital .............................................. 510,538 932,708 1,206,266
(=) net equity
(2)
................................................................... 501,006 694,680 801,123
(+) capital from third parties
(3)
.............................................. 182,561 433,887 510,813
(-) Cash and Cash equivalents ............................................... 173,029 97,929 105,671

ROIC (%) ........................................................................... 21.0% 12.3% 14.7%
________________________________________
(1)
Effective tax rate on operational Income before financial result, and since 2011 theoretical rate of 30%.
(2)
Comprising shareholders equity.
(3)
Comprising total loans and other liabilities that carry interest.

Reasons for using ROIC as a performance measure

ROIC is used by the Companys Management as a measure of return to its shareholders, which is why the
Company believes it is important its inclusion in this Reference Form. The Company believes that ROIC
indicates the level of wealth generated by the Company from its sources of funds, reflecting adequately
the return on investment for its shareholders. The Company also considers that, since ROIC is based on
operating profit before financial result, it provides a more reliable measure of the wealth generated by its
operating activities.

ROIC should not be considered solely or as a substitute for net income or operating income as indicators
of the Companys performance or return effectively earned by investors.

3.3 Events subsequent to the latest financial statements

Increase of the Companys Capital Stock

On February 14, 2014, was approved, in the Board of Directors Meeting, the increase of the Companys
capital stock, as follows: (i) issuance of 1,820 new common stocks, totalizing on the amount of R$
23,951.20 due to the exercise of stock option, according to the Companys Stock Option Plan, archived in
the Companys headquarters (Programa de Outorga de Opes 1/2010); (ii) issuance of 3,890 new
common stocks, totalizing on the amount of R$ 84,568.60 due to the exercise of stock option, according
to the Companys Stock Option Plan, archived in the Companys headquarters (Programa de Outorga de
Opes 1/2011); (iii) issuance of 2,800 new common stocks, totalizing on the amount of R$ 57,680.00
due to the exercise of stock option, according to the Companys Stock Option Plan, archived in the



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Companys headquarters (Programa de Outorga de Opes 1/2012). There was issuance of 8,510 new
common stocks.

On February 5, 2014, was approved, in the Board of Directors Meeting, the increase of the Companys
capital stock, as follows: (i) issuance of 50,174 new common stocks, totalizing on the amount of R$
658,784.62 due to the exercise of stock option, according to the Companys Stock Option Plan, archived in
the Companys headquarters (Programa de Outorga de Opes 1/2010); (ii) issuance of 13,825 new
common stocks, totalizing on the amount of R$ 300,002.50 due to the exercise of stock option, according
to the Companys Stock Option Plan, archived in the Companys headquarters (Programa de Outorga de
Opes 1/2011); (iii) issuance of 3,554 new common stocks, totalizing on the amount of R$ 20,648.74
due to the exercise of stock option, according to the Companys Stock Option Plan, archived in the
Companys headquarters (Programa de Outorga de Opes 1/2012); (iv) issuance of 11,250 new
common stocks, totalizing on the amount of R$ 231,300.00 due to the exercise of stock option, according
to the Companys Stock Option Plan, archived in the Companys headquarters (Programa de Outorga de
Opes 1/2012); (v) issuance of 7,710 new common stocks, totalizing on the amount of R$ 52,273.80
due to the exercise of stock option, according to the Companys Stock Option Plan, archived in the
Companys headquarters (Programa de Outorga de Opes 1/2013). There was issuance of 86,513 new
common stocks.

On January 10, 2014, was approved, in the Board of Directors Meeting, the increase of the Companys
capital stock, as follows: (i) issuance of 6 new common stocks, totalizing on the amount of R$ 78.12 due
to the exercise of stock option, according to the Companys Stock Option Plan, archived in the Companys
headquarters (Programa de Outorga de Opes 1/2010); (ii) issuance of 5,772 new common stocks,
totalizing on the amount of R$ 124,155.72 due to the exercise of stock option, according to the
Companys Stock Option Plan, archived in the Companys headquarters (Programa de Outorga de Opes
1/2011); (iii) issuance of 711 new common stocks, totalizing on the amount of R$ 4,095.36 due to the
exercise of stock option, according to the Companys Stock Option Plan, archived in the Companys
headquarters (Programa de Outorga de Opes 1/2012); (iv) issuance of 3,000 new common stocks,
totalizing on the amount of R$ 61,170.00 due to the exercise of stock option, according to the Companys
Stock Option Plan, archived in the Companys headquarters (Programa de Outorga de Opes 1/2012).
There was issuance of 9,489 new common stocks.

On November 14, 2013, was approved, in the Board of Directors Meeting, the increase of the Companys
capital stock, as follows: (i) issuance of 19,086 new common stocks, totalizing on the amount of R$
248,118.00 due to the exercise of stock option, according to the Companys Stock Option Plan, archived in
the Companys headquarters (Programa de Outorga de Opes 1/2010); (ii) issuance of 17,231 new
common stocks, totalizing on the amount of R$ 368,743.40 due to the exercise of stock option, according
to the Companys Stock Option Plan, archived in the Companys headquarters (Programa de Outorga de
Opes 1/2011); (iii) issuance of 1,780 new common stocks, totalizing on the amount of R$ 10,377.40
due to the exercise of stock option, according to the Companys Stock Option Plan, archived in the
Companys headquarters (Programa de Outorga de Opes 1/2012); (iv) issuance of 27,600 new
common stocks, totalizing on the amount of R$ 559,728.00 due to the exercise of stock option, according
to the Companys Stock Option Plan, archived in the Companys headquarters (Programa de Outorga de
Opes 1/2012). There was issuance of 65,697 new common stocks.

On November 1, 2013, was approved, in the Board of Directors Meeting, the increase of the Companys
capital stock, totalizing on the amount of R$109,892.16 due to the exercise of stock option, according to
the Companys Stock Option Plan, archived in the Companys headquarters (Programa de Outorga de
Opes 1/2011). There was issuance of 5,152 new common stocks.

On November 1, 2013, was also approved, in the Board of Directors Meeting, the increase of the
Companys capital stock, totalizing on the amount of R$19,117.35 due to the exercise of stock option,



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according to the Companys Stock Option Plan, archived in the Companys headquarters (Programa de
Outorga de Opes 1/2012). There was issuance of 945 new common stocks.


On August 15, 2013, was approved, in the Board of Directors Meeting, the increase of the Companys
capital stock, totalizing on the amount of R$1,298,869.95 due to the exercise of stock option, according to
the Companys Stock Option Plan, archived in the Companys headquarters (Programa de Outorga de
Opes 1/2010). There was issuance of 101,395 new common stocks.

On August 15, 2013, was also approved, in the Board of Directors Meeting, the increase of the
Companys capital stock, totalizing on the amount of R$1,180,587.20 due to the exercise of stock option,
according to the Companys Stock Option Plan, archived in the Companys headquarters (Programa de
Outorga de Opes 1/2011). There was issuance of 55,952 new common stocks.

On August 15, 2013, was also approved, in the Board of Directors Meeting, the increase of the
Companys capital stock, totalizing on the amount of R$41,029.52 due to the exercise of stock option,
according to the Companys Stock Option Plan, archived in the Companys headquarters (Programa de
Outorga de Opes 1/2012). There was issuance of 7,148 new common stocks.

On August 15, 2013, was also approved, in the Board of Directors Meeting, the increase of the
Companys capital stock, totalizing on the amount of R$586,700.00 due to the exercise of stock option,
according to the Companys Stock Option Plan, archived in the Companys headquarters (Programa de
Outorga de Opes 1/2012). There was issuance of 29,335 new common stocks.

On May 22, 2013, was approved, in the Board of Directors Meeting, the increase of the Companys capital
stock, totalizing on the amount of R$39,555.60 due to the exercise of stock option, according to the
Companys Stock Option Plan, archived in the Companys headquarters (Plano Especial TopMills). There
was issuance of 15,512 new common stocks.

On May 9, 2013, was approved, in the Board of Directors Meeting, the increase of the Companys capital
stock, totalizing on the amount of R$2,973,204.90 due to the exercise of stock option, according to the
Companys Stock Option Plan, archived in the Companys headquarters (Programa de Outorga de Opes
1/2010). There was issuance of 230,481 new common stocks.

On May 9, 2013, was also approved, in the Board of Directors Meeting, the increase of the Companys
capital stock, totalizing on the amount of R$2,919,849.05 due to the exercise of stock option, according to
the Companys Stock Option Plan, archived in the Companys headquarters (Programa de Outorga de
Opes 1/2011). There was issuance of 138,185 new common stocks.

On May 9, 2013, was also approved, in the Board of Directors Meeting, the increase of the Companys
capital stock, totalizing on the amount of R$143,307.36 due to the exercise of stock option, according to
the Companys Stock Option Plan, archived in the Companys headquarters (Programa de Outorga de
Opes 1/2012). There was issuance of 24,372 new common stocks.

On May 9, 2013, was also approved, in the Board of Directors Meeting, the increase of the Companys
capital stock, totalizing on the amount of R$3,072,963.25 due to the exercise of stock option, according to
the Companys Stock Option Plan, archived in the Companys headquarters (Programa de Outorga de
Opes 1/2012). There was issuance of 153,265 new common stocks.

On April 10, 2013 was approved, in the Board of Directors Meeting, the increase of the Companys capital
stock, totalizing on the amount of R$169,264.59 due to the exercise of stock option, according to the
Companys Stock Option Plan, archived in the Companys headquarters (Plano Especial TopMills). There
was issuance of 66,903 new common stocks.



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On February 8, 2013 was approved, in the Board of Directors Meeting, the increase of the Companys
capital stock, totalizing on the amount of R$45,314.00 due to the exercise of stock option, according to
the Companys Stock Option Plan, archived in the Companys headquarters ("Programa de Outorga de
Opes - Programa de Outorga de Opes 1/2010"). There was issuance of 3,650 new common stocks.

Also on February 8, 2013 was approved, in the Board of Directors Meeting, the increase of the Companys
capital stock, totalizing on the amount of R$1,819,309.96 due to the exercise of stock option, according to
the Companys Stock Option Plan, archived in the Companys headquarters ("Programa de Outorga de
Opes - Programa de Outorga de Opes 1/2011"). There was issuance of 88,574 new common stocks.

Due to the issuance of new Company stocks, its capital stock increased in R$11,182,768.71, going from
the current R$548,768,420.85 distributed over 127,104,860 common nominative shares without par value
to R$548,807,976.45, distributed over 127.120.372 common nominative shares without par value.


3.4 Policy for allocation of results

Fiscal Year Ended December 31
2010 2011 2012
Rules on retention of profits In addition to the
cases provided by the
law, as provision
introduced on
February 8, 2010, the
Companys bylaws
provide that up to
75% of the adjusted
net income for the
year could be
allocated to the
expansion reserve, as
long as the recorded
amount in such
reservation does not
exceed 80% of its
capital.

In provision
introduced on
February 8, 2010, the
Companys bylaws
provide that up to
75% of the adjusted
net income for the
year could be
allocated to the
expansion reserve, as
long as the recorded
amount in such
reservation does not
exceed 80% of its
capital.

In addition to the
cases provided by the
law, as provision
introduced on
February 8, 2010, the
Companys bylaws
provide that up to
75% of the adjusted
net income for the
year could be
allocated to the
expansion reserve, as
long as the recorded
amount in such
reservation does not
exceed 80% of its
capital.

Amounts of the retention of profits At the Ordinary
Shareholders Meeting
held on April 19,
2011, it was approved
the constitution of
statutory reserves in
the net income in the
amount of (i)
R$71,526,715.40 of
net income retention,
that will be used to
fund part of the
planned investments
in the Companys
capital budget to
acquire equipment for
expansion and
investment in facilities
and information
technology to support
the planned
expansion; and (ii) R$
5,164,160.73
destinated to the
At the Ordinary
Shareholders Meeting
held in April 20, 2012,
it was approved the
constitution of
statutory reserves in
the net income in the
amount of (i)
R$63,741,776.68 of
net income retention,
that will be used to
defray part of the
planned investments
in the Companys
capital budget to
acquire equipment for
expansion and
investment in facilities
and information
technology to support
the planned
expansion; and (ii)
R$4,608,857.70
destinated to the
At the Ordinary
Shareholders Meeting
held in April 26, 2013,
it was approved the
constitution of
statutory reserves in
the net income in the
amount of (i) R$
103,680,234.67 of net
income retention, that
will be used to defray
part of the planned
investments in the
Companys capital
budget to acquire
equipment for
expansion and
investment in facilities
and information
technology to support
the planned
expansion; and (ii)
R$7,575,786.13
destinated to the



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Legal Reserve.

Legal Reserve. Legal Reserve.
Arrangements for distribution
of dividends
The Companys
shareholders are
entitled to receive the
mandatory minimum
dividend of 25% from
the adjusted net
income (after
allocation to the legal
reserve). At the
Ordinary
Shareholders Meeting
held in 2011, it was
approved the
payment of 25% of
the adjusted net
income recorded in
2010 to its
shareholders, as
dividends and interest
on capital.

The Companys
shareholders are
entitled to receive the
mandatory minimum
dividend of 25% from
the adjusted net
income (after
allocation to the legal
reserve). At the
Ordinary
Shareholders Meeting
held in 2012, it was
approved the
payment of 25% of
the adjusted net
income recorded in
2011 to its
shareholders, as
dividends and interest
on capital.

The Companys
shareholders are
entitled to receive the
mandatory minimum
dividend of 25% from
the adjusted net
income (after
allocation to the legal
reserve). At the
Ordinary
Shareholders Meeting
held in 2013, it was
approved the
payment of 25% of
the adjusted net
income recorded in
2012 to its
shareholders, as
dividends and interest
on capital.

Frequency of dividend
distribution
The dividends are
distributed according
to the deliberation
from the Companys
AGO.

The dividends are
distributed according
to the deliberation
from the Companys
AGO.

The dividends are
distributed according
to the deliberation
from the Companys
AGO.

Restrictions to dividend
distribution
Some of the financial
contracts include, in
the acceleration of
maturity cases, the
payment of dividends
in an amount greater
than 50% of the
adjusted net income
for the year.
No restrictions. The
debt contained in the
clause of prepayment
to the payment of
dividends in an
amount greater than
50% of the adjusted
net income for the
year. was settled in
2011.
No restrictions.

3.5 Summary of distributions of dividends and retained earnings occurred

Fiscal Year ended December 31
2010 2011 2012
(in R$ thousands)
Net Income ....................................................................................... 103,283 92,177 151,516
Net Income after transfer to legal reserve ....................................... .... 98,119 87,568 143,940
% of dividend distributed ............................................................... .... 25.0% 25.0% 25.0%
Rate in return ................................................................................ .... 15.8% 12.5% 17.6%
Total gross dividend distributed ...................................................... .... 28,113 25,347 41,780
Total dividend distributed
Net interest on Capital retention ..................................................... ....
24,530 21,892 36,169
Net Income retained ................................................................... .... 76,691 68,351 111,256

Date of approval of the retention .................................................... ... 4/19/2011 4/20/2012 4/26/2013

Date of dividend payment .............................................................. .... 4/29/2011 4/30/2012 4/30/2013
Dividend paid to common .............................................................. .... 2,713 947 -
Dividend paid to preferred ............................................................. .... - - -
Interest on capital paid to common ................................................ .... 25,400 24,400 41,780
Interest on capital paid to preferred ............................................... .... - - -
Includes completion of the special goodwill reserves in the amount of R$1,520 thousand in the years of 2010, 2011 and 2012.




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3.6 Dividends declared on account of retained earnings or reserves

The dividends presented in the chart of item 3.5 were declared in the net income of the fiscal year.

3.7 Debt

For the Year ended December 31, 2012
in R$ thousands, except percentages








Net Debt over EBITDA

Net debt over EBITDA is a non-accounting measurement that reflects, in percentage, the total debt
amount, of any nature, or gross debt, subtracted by the total availabilities amount, divided by the
EBITDA.

For the Year ended December 31, 2012
in R$ thousands, except percentages

Gross Debt ................................................................................ 622,452
(-) Availabilities ......................................................................... (203,806)
Net debt .............................................................................. 418,646

() EBITDA.......................................................................... 358,503

Net debt on EBITDA ............................................................ 116.8%


Reasons to use the Net debt / EBITDA ratio

The Net debt/EBITDA ratio is used by the Companys management as a debt measure and there are
clauses in bank credit contracts that require the observance of this financial indicator, among others. The
management believes that the Net debt/EBITDA ratio consists in an efficient debt level and payment
capability indicator of the Company.

The Net debt over EBITDA ratio should not be considered solely or as a substitute for the total liabilities
over shareholders equity ratio as the Companys debt indicator.

3.8 Obligations of the Company

Prazo de Vencimento

Less than 1 year Between 1 and 3
years
Between 3 and 5
years
Over 5 years Total

(in R$ thousands)
Collateral 904 - - - 904
Floating Guarantee 14.495 9.900 - 20.282 44677
Unsecured obligations 39.391 178.461 250.204 108.815 576.871
Total 54.790 188.361 250.204 129.097 622.452
Includes loans with collateralized receivables.
Includes FINAME, BNDES and leasing.
Includes debntures, loans in foreign currencies with swap and other unsecured debts.
Total amount of debt of any nature .....................................

804,735

() Stockholders equity ..................................................... 859,326

Debt Ratio ........................................................................... 93.6%



16

3.9 Other information that the Company deems relevant

There are other relevant information pertaining to this item 3.



17























4. RISK FACTORS



18
4.1 Risk factors

a. to the Company

The Company may not be able to fully implement its business strategy

One of the Companys key objectives over the next few years is to sustain its accelerated annual growth
rate. The continued growth depends on several factors, many of which are beyond the Companys control.
In particular, the Companys strategy for the expansion of its business segments is based on the
assumption that the Brazilian construction, industrial, and oil and gas sectors will experience significant
growth in coming years, driven, to a large extent, by public investments aimed at improving Brazils
infrastructure for energy, sanitation, public transportation and housing, including Minha Casa, Minha
Vida, the Brazilian governments low income housing program, and exploiting natural resources recently
discovered in the pre-salt strata, among others. If these investments are not made, the Company would
expect a significant decrease in the demand for its products and services and would not be able to
implement its growth strategy satisfactorily.

The Companys organic growth strategy also includes substantial geographic expansion of its operations
through the opening of new branches. The Company may not be able to successfully expand its
operations to additional Brazilian cities and regions for a number of reasons, including shortages of
qualified workers, lack of reliable suppliers in such cities and regions, competition from local players, and
difficulties in securing market acceptance of its brands. Although the geographic expansion occurs
satisfactorily, the Company will be subjected to risks from the local economy of these new regions.

Additionally, the Companys future performance will depend on its ability to manage the rapid and
significant growth of its operations. The Company cannot guarantee that it will be able to manage its
growth successfully, or that this growth will not have an adverse effect on its existing business. If the
Company is unable to manage its growth, it may lose its leading market position, which could have a
material adverse effect on its financial condition, results of operations and the negotiation price of its
shares.

The Company provides solutions for companies that operate in a number of industries,
primarily the residential, commercial and heavy construction sectors and the oil and gas
sectors. As a result, the Companys business is exposed to risks that are similar to those
faced by companies that operate in these and in other sectors.

The Heavy Construction business segment offers customized solutions to companies involved in the
implementation of large infrastructure projects, while the Jahu business segment provides services to
residential and commercial construction companies. The main sectors served by the Industrial Services
business segment include the oil and gas, chemicals and petrochemicals, heavy construction, pulp and
paper, naval, and mining industries, among others, as the products offered by the equipment of the
Rental business segment are leased to companies operating in a broad number of industrial segments.
Consequently, the Companys financial condition and results of operations are directly linked to the
growth and performance of these several industries, and the Company is exposed to many of the risks
faced by companies operating in these industries.

Events that may negatively affect these industries in such sectors, including macroeconomic factors,
adverse climate conditions, deterioration of the Brazilian social conditions, decreases in public investment,
changes to laws and regulations that adversely affect these industries, credit restrictions, supplier
problem, reductions in client purchasing power, and difficulties in the management of the clients
business, among others, are beyond the managements control and may cause an adverse material effect
on the Companys operations and results.



19
Adverse conditions in the financial and credit markets, or the Companys failure to secure
financing on adequate terms, may adversely affect its ability to run its business or to
implement its strategy.
The implementation of the Companys expansion strategy will demand additional investments and require
additional capital, which may not result in an equivalent increase in its operating income. In addition, the
Company may face an increase in operating costs as a result of other factors, as shortages of raw
materials, equipment or skilled labor, increased equipment costs and increased competition in the
segments in which it operates. The Company may need to raise additional funds through securities
offerings, including offerings of its shares or debt instruments, or through credit financings, in order to
meet its future capital needs. The Company may not be able to secure such funds on favorable terms, or
at all.
The Company future capital needs will be determined by a number of factors, including the growth rate of
its revenues, the cost and significance of future acquisitions, and the expansion of its business operations.
The Company may need to increase its cash flow and/or seek alternative funding by entering into
strategic partnership agreements. Efforts to increase its cash flow by means of an increase in sales,
reduction in operating expenses, introduction of more efficient processes for the collection of receivables,
or inventory cuts may not be successful. In addition, the Company may not be able to raise funds to
finance the Companys operations on favorable terms, in which case it may be unable to take advantage
of future opportunities, to react to an increase in competition, or to meet its existing debt obligations. Any
of the events mentioned above could have a material adverse effect on its financial condition, operation
results and the negotiation price of its shares.
The current funding lines from the Company represented, on December 31 of 2012, a short-term debt of
R$54.8 million, and long-term debt of R$567.7 million. Pursuant to the terms of the Companys existing
financing agreements it must comply with certain conditions which restrict, among other things, its ability
to incur additional debt, pay dividends and carry out capital reductions. As a result of these restrictions,
the Company may have difficulty in securing additional financing to run its operations.
In addition, some of the Companys clients are dependent on the credit availability to finance their
investments. A scenario of credit shortages and high interest rates may adversely affect its clients ability
to fund their projects and, consequently, purchase the Companys services, which may have a material
adverse effect on its financial condition and results of operations.
The Company is also exposed to the fact that counterparts to its financing agreements may be prevented
from fulfilling their obligations toward the company, should they go bankrupt or into receivership due to a
sharp decrease in their liquidity levels, so great that such institutions may be prevented from fulfilling
their obligations. The Companys difficulty in the credit scarcity may also adversely affect its suppliers.
Therefore, should the Companys financial counterparts or suppliers be unable to satisfactorily meet their
obligations under the terms of the Companys existing agreements, the Company may need to secure
alternative financing and/or approach alternative suppliers in order to meet its own obligations toward its
clients. Such events could also lead to litigation with its partners or clients, which could have a significant
adverse impact on its reputation, operation and financial condition.

The Companys growth may be adversely affected if it fails to identify and complete strategic
acquisitions. Difficulties in the integration of acquisitions could adversely affect its results of
operations.

The Company operates in a fragmented market, where the credit access is limited. The Company
believes, therefore, that its sector will go through a process of consolidation over the next few years,
which may significantly change the existing competitive landscape. The Company believes that identifying
and executing strategic acquisitions is one way it could successfully implement its growth strategy and



20
quickly and efficiently expand its operations and geographic footprint. However, this strategy could be
adversely affected if the Company fails to identify suitable acquisition opportunities and/or fail to execute
such acquisitions on favorable terms. In addition, the Company may not be able to integrate companies it
acquires into its operations within the timeframe and in the manner determined by its management. Any
such failure could have an adverse effect on the rate of return on the Companys investment, preventing
from taking full advantage of the potential synergies of any such acquisition and result in an adverse
effect on its financial condition and results of operations.

The loss of members of the Companys management team may have a material adverse
effect on its operations.

The Companys current market position and its ability to maintain this position is largely dependent on the
skill of its highly experienced management team. None of the Companys executive officers are subject to
long-term employment contracts or non-compete agreements. The Company cannot guarantee that it will
be able to retain its current executive officers or hire other qualified professionals. The loss of a few of the
Companys senior executive officers, or its failure to attract and retain experienced professionals, may
adversely affect its business.
The Companys expansion strategy could be adversely affected if it is unable to hire qualified
professionals and provide training to its staff.
As part of the execution of its expansion strategy, the Company will need to hire new qualified
professionals active in the most various business sectors. However, it faces significant competition in the
hiring of qualified personnel from other providers of engineering and industrial services and there can be
no assurance that it will be able to attract the number of professionals necessary to implement its
expansion plan in the desired timeframe. In addition, the Company may face difficulties in retaining its
current staff if it is unable to preserve its corporate culture and offer competitive compensation packages.
The Company believes that the hiring and retention of skilled labor is a critical factor for business success
and its growth strategy. The Companys financial condition and results of operations could be adversely
affected if it fails to implement this strategy.

The Companys operations have already been interrupted in the past by labor issues, and the
Company cannot guarantee that such interruptions will not occur in the future.
As of December 31, 2012, approximately 3.4% of the Companys employees were members of labor
unions, primarily in the civil construction and trade industries. The Company has entered into collective
bargaining agreements with each of these unions, which agreements are renegotiated on an annual basis.
The renegotiation of these agreements could become more difficult as unions campaign for salary
increases on the basis of the growth of its operations. During the last three years, the operations of
Industrial Services business segment have been interrupted during negotiation of new collective
bargaining agreements. In addition, the Companys employees could become involved in the suspension
of the operations of its clients. Strikes affecting any of the Companys business segments could have an
adverse impact on its operations, including the cost of its projects and its ability to make timely delivery.
The Companys success depends, to a large extent, on the quality and safety of its services
and products.
The Companys success depends, to a large extent, on the quality and safety of the machinery and
equipment that it uses in the provision of its services or that are rented to its clients. If the Companys
products are in any way defective, incorrectly assembled or unsafe, if they cause any kind of accident or
delay in its clients operations, or if they do not meet the expected quality and safety standards, the
Companys relationships with its clients and partners could suffer, its reputation and strength of its brand
could be adversely affected, and the Company could lose market share, besides being exposed to
administrative proceedings and lawsuits in connection with any potential failures of its machinery or



21
equipment and incur significant expenses. The occurrence of any of these factors could adversely affect
the Companys business, financial condition and results of operations.
Proceeds from the Companys insurance policies may not be sufficient to cover damages
resulting from a contingent event.
The Company cannot guarantee that proceeds from its insurance policies will be sufficient to cover the
damages resulting from any event covered by such policies. Accordingly, certain risks may not be covered
under the terms of its insurance policies (such as war, fortuitous events, force majeure and interruption of
certain operations). Therefore, if any non-covered event occurs, the Company may incur additional
expenses to rebuild or refurbish its buildings, or to repair or replace its equipment. Furthermore, the
Company cannot guarantee that the proceeds from its insurance policies will be sufficient to cover the
damages caused by any event for which its insurance policies provide coverage. There can be no
assurance that the Company will be able to renew its insurance policies on favorable or acceptable terms,
or at all, or enter into new insurance policies with alternate providers.
The Companys results could be adversely affected if it receives an unfavorable judgment or
decision in one or more of the administrative proceedings and lawsuits filed against the
company.
As of December 31, 2012, the Company was involved in administrative proceedings and lawsuits involving
contingencies amounting to R$45.6 million, for which it has recorded provisions of R$6.5 million. For more
information in this regard, refer to item 4.3 in this Reference Form. The Companys financial condition and
results of operations could be materially adversely affected, if it receives an unfavorable judgment or
decision with respect to a significant share of these proceedings and lawsuits. In addition, proceedings
involving alleged acts of negligence, imprudence or failure could affect the Companys reputation and
adversely affect its operations, whether or not it receives an unfavorable decision.
The nature of the services rendered by the Company requires to make significant financial
and technical investments before knowing whether or not it will be hired.
Due to the nature of the services the Company provides, it is required to make substantial initial
investments in the development of new processes, the provision of constant training to its employees and,
in particular, the acquisition of machinery and equipment to be used in the provision of its services. Some
of these investments are carried out before the Company knows whether its services will be used on a
continuous, successive basis and it is exposed to the risk that significant initial investments will not
generate the returns that are anticipated. The Company is particularly vulnerable to a sudden decrease in
the level of demand for its services that would result in an increase in its spare capacity and leave its
revenue-generating assets idle, which could have an adverse affect on its financial condition and results
of operations.

All of the Companys business business segments face significant competition in the markets
in which they operate.
The Company faces strong competition in all of the segments in which it operates. Moreover, the
Company may be exposed in the future to additional competition from new market players, as well as
from foreign competitors entering the Brazilian market. The Company operates in a fragmented market
which demonstrates considerable potential for growth and is served by a substantial number of
companies offering less sophisticated and, therefore, less cost services. The Companys clients decision to
hire a particular service provider is influenced by a number of factors, including the quality of the services,
the reliability of the contractor and its ability to offer innovative solutions, and the price charged for the
services required. The Companys competitors are making substantial efforts to improve their market
positions and the Company may lose certain clients to these competitors, including long-standing clients
that regularly employ its services.



22
Certain competitors of the Industrial Services business segment have more experience and greater scale
in the provision of certain industrial maintenance services, and may have greater financial resources. If
the Company is unable to effectively compete against these companies, its market share could decrease,
which would adversely affect the Companys financial condition and results of operations.
In addition, if construction companies and companies operating in the oil and gas sector create new in-
house departments to complement their core operations, so as to no longer require the Companys
services (or even to compete with the Company), it may experience a reduction in the demand for its
services, and a potential increase in competition, which may adversely affect its market stock price and
results of operations.
The development of engineering solutions and technological innovations which add value to
the Companys services is critical to the protection of its leading market position and to the
expansion of its business.
Due to the nature of the Companys business, it must remain abreast of the latest engineering solutions
and technological innovations in its industry. The Company must employ qualified personnel, maintain an
adequate infrastructure, and expand relationships with suppliers that have a successful track record.
Should the Company fail to provide value-added engineering solutions, or to buy or license new
technologies developed by third-parties on acceptable terms, the services rendered by the Company could
become outdated or obsolete in comparison to the services offered by its competitors. Any failure to
remain at the technological forefront of the industry would adversely affect its relationship with clients
and, consequently, its financial condition and results of operations.

b. to the controlling shareholder.

The interests of the Companys controlling shareholder may conflict with the interests of its
investors.
The Companys controlling shareholder has the ability, among other things, to elect the majority of the
members of its board of directors and determine the outcome of decisions requiring shareholder approval,
including with respect to transactions with related parties, corporate restructurings, asset sales and
partnership agreements, and will have power to influence the amount and timing of any dividends to be
distributed in the future, subject to the provisions of the Brazilian corporate law regarding the payment of
mandatory dividends. The Companys controlling shareholder may choose to pursue acquisition
opportunities, dispose of assets, and enter into partnership and financing agreements or similar
operations which may conflict with the interests of its other shareholders.

After the completion of the public offering, the Company came to be a diffused controlled
company, since it does not have a controlling shareholder or group of shareholders holding
more than 50% of its voting capital, which can allow it be susceptible to alliances and
conflicts between shareholders and other events resulting from the absence of a controlling
shareholder or shareholder group holding more than 50% of the voting capital.

After the completion of the public offering, the Company came to not have a shareholder holding more
than 50% of its voting capital. There is no established practice in Brazil of a public company with no
controlling shareholder of the voting capital. Alliances or agreements can be made between the new
shareholders, which could have the same effect as having a group of shareholders. In the event of a
group of shareholders and this group takes a hold of the decision power of the company, it can suffer
sudden and unexpected changes in the corporate policies and strategies, including through mechanisms
such as the replacement of the Companys management staff. Besides this, the Company may be more
vulnerable to hostile attempts to acquire control and conflicts from this outcome.




23
Additionally, the Company's shareholders can possibly change or exclude these provisions from its bylaws
which provide a public offering for share acquisition by a shareholder who becomes holder of 20% of its
share capital and then disregard their obligation to make a public offering to acquire shares as it is
required by its bylaws. The absence of a controlling shareholder or controlling group of shareholders of
more than 50% of the voting shares of the Company may also hinder certain decision-making processes,
which could not be reached the quorum required by law for certain decisions. In the case that there isnt
a controlling shareholder holding the absolute majority of the voting shares of the Company, the
Company's shareholders may not use of the same protection granted by Share Companies Law against
abuses practiced by other shareholders and, consequently, may have difficulty in repairing the damage
caused. Any sudden or unexpected change in the Company's management team in its business policy or
strategic direction, attempt to acquire control or any dispute among shareholders concerning their
respective rights may adversely affect the Company's business and operating results.

c. to the shareholders.

An active and liquid market for the Companys shares may not develop. The volatility and
lack of liquidity of the Brazilian capital market could substantially limit the investors ability
to sell their shares at the desired price and time.
An investment in securities traded in emerging market countries such as Brazil frequently involves a
greater degree of risk when compared to investments in securities of issuers located in major international
securities markets, and are generally considered to be more speculative in nature. The Brazilian securities
market is substantially smaller, less liquid, more concentrated and usually more volatile than major
international securities markets such as the United States. As of December 31, 2012, the BM&FBOVESPA
represented a market capitalization of approximately R$2.5 trillion (US$1.2 trillion), with an average daily
trading volume of R$6.6 billion during the year ended December 31, 2012. The Brazilian capital market is
significantly concentrated. The main ten shares traded on the BM&FBOVESPA accounted for
approximately 39.6% of the total volume of shares traded on this stock exchange during the year ended
December 31, 2012.
These characteristics from the Brazilian Capital Market may substantially limit investors ability to sell the
Companys shares for the desired price and at the desired time, which in turn may have a significant
adverse effect on the price of its shares.
The average daily trading volume of the Companys shares, in 2012, was of R$ 9.5 million.

Shareholders may not receive dividends.
The Companys bylaws provide that 25% of the net profit for any year, adjusted pursuant to the
provisions of the Brazilian corporate law, should be distributed to shareholders as mandatory dividends or
as interest on stockholders equity. Despite the requirements regarding the payment of mandatory
dividends, the Company may limit such payment to the realized portion of the dividends or suspend the
distribution of dividends to its shareholders in any year, if the Companys board of directors determines
that such distribution would not be advisable given its financial condition.
The Company may need additional funds in the future and may issue additional securities to
secure such funds. This may adversely affect the price of the shares and result in a dilution of
the investors percentage interest in the Companys shares.
The Company may need to raise funds in the future through an additional public or private offering of
shares or securities convertible into or exchangeable for shares. Any additional funds raised by the
distribution of shares or securities convertible into or exchangeable for shares may impact their price and
dilute the investors percentage interest.



24
Provisions in the Companys bylaws may discourage, delay or make more difficult a change of
control of the company or the approval of transactions that might otherwise in the best
interests of its shareholders.

The Companys bylaws contain provisions intended to avoid the concentration of ownership of its shares
in small groups of investors and to foster a dispersed ownership. These provisions require that any
shareholder that acquires or becomes the holder, except any involuntary increase, as provided in the
Bylaws of the Company, of (i) Companys shares representing 20% of its capital stock, (ii) derivatives to
be settled in shares of the Company and / or paid in currency, exchange-traded or privately organized
market, which are referenced in any actions or other securities issued by the Company and having rights
to shares of the Company representing 20% or more of the Companys shares, or (b) giving the right to
receive an amount equal to 20% or more of the Companys shares; or (iii) certain other rights in the
corporate nature of amount equal to or greater than 20% of the total shares issued by the Company or
which may result in the acquisition of Company shares in the amount equal to or greater than 20% of the
total shares the Companys capital; shall make, within sixty days to the purchase date of this acquisition
or event that resulted in this acquired percentage, an OPA for all shares issued by the Company at the
price determined by its bylaws. These provisions could have the effect to discourage, delay or even
prevent the Company to merge with another company or be acquired by another company, including
transactions in which the investor may receive a bonus over the market value of the Company s shares.
Likewise, statutory provision might allow the maintenance or perpetuation of the staff members of the
Company nominated and elected by shareholders holding less predominant portion of the Company's
capital.
d. to its subsidiaries and affiliates.

The Company does not have subsidiaries or affiliates. The only society in which the Company holds a
stake is Rohr S/A Estruturas Tubulares (Rohr). Since Rohr operates in the same market of the Company,
the Companys management believes that both societies are subject to the same risks listed in the items
(a) above and (e), (f) and (g) below.

In addition, the minority stake held by the Company in Rohr does not allow it to prevail in the
deliberations of its general meetings or elect administrators, and shall only be facultative to elect a fiscal
council member and exercise the rights of shareholders provided for in corporate law. Consequently, the
Company is exposed to various risks, such as (i) does not receive dividends beyond the minimum required
in Rohrs bylaws, the corresponding amount, in each fiscal year of 6% of its capital, (ii) to not be able to
influence the executive administration and management of Rohr, including the case of disagreeing with
decisions made by its officers, and (iii) eventual difficulty to access Rohrs documents and information, or
related to its operations.

e. to its suppliers.

Fluctuations in the price of raw materials, components and equipment used in the Companys
operations, as well as of commodities, may adversely affect its results.

Certain raw materials and components used in the Companys operations are prone to sudden and
significant fluctuations in price, over which it has no control. The final price of components, machinery
and equipment that are acquired or rented from third parties correlates to a significant extent with the
price of commodities such as steel and aluminum. A substantial increase in the price of such commodities
generally results in an equivalent increase in the Companys suppliers operating costs and, consequently,
in an increase in the prices they charge for their products. The Company may not be able to pass these
price increases on to its clients, which could have an adverse effect on its operating costs and financial
condition and results of operations.



25
In addition, all of the equipment used by the Rental business segment is imported, as there is no
equipment of comparable quality available locally, and their prices are defined in foreign currencies.
Should the Brazilian Real depreciate against the foreign currencies in which the Company purchases
equipment, its purchase costs will increase and it may be unable to reflect the increased cost of
equipment in the rental prices charged.
The components, machinery and equipment used in the Companys operations are
manufactured and supplied by third parties.
The components, machinery and equipment used in the Companys operations are manufactured by third-
parties. The Company also buys other materials used in its operations from local or foreign companies.
The Company generally does not carry a very large inventory of equipment in its warehouses, only the
minimum required for the provision of its services. As a result, the Company is vulnerable to delays in the
delivery of equipment or increases in the prices charged by its suppliers, which could prevent from
providing its services or renting its equipment to its clients in a timely manner. Also, if the Companys
suppliers are not prepared for and are unable to meet potential increases in the demand for their
products, it may not be able to buy the amount of equipment or volume of raw materials necessary to
carry out its operations. If such delays in delivery or lack of products become recurrent, the company may
not be able to find new suppliers quickly enough to meet its clients needs. In addition, the introduction of
restrictions on the acquisition of imported goods, or the increase of taxes due on imported equipment,
may have a negative impact on the Companys business, in particular on the operations of the Rental
business segment. Any delays or price increases resulting from the actions or failures of the Companys
suppliers, or due to new import regulations, could result in increased costs for the Company, requiring a
price increase, in which case the demand for the Companys services could be adversely affected,
affecting its financial condition and operation results.
f. to its clients.

The success of the Heavy Construction business segment depends on the development of
long-term relationships with a limited number of large companies operating in the Brazilian
civil construction sector.
According to O Empreiteiro magazine, the revenue of the ten largest Brazilian construction companies
represented, in the year 2011, 57.8% of the revenues from the 50 largest construction companies in the
country. Maintaining long-standing partnerships with such companies is the key to ensure the Companys
involvement in the implementation of prestigious and innovative activities and execute its operations, in
particular, more complex projects. Should the Company lose any of its main clients, or in case the
Company is unable to maintain a close relationship with such clients, the operations and revenue from the
Heavy Construction business segment could be materially adversely affected.

The Company may be unable to attract new clients or to develop new business at the pace
required for the expansion of the Jahu and Rental business segments.

The average term of the service agreements between the Jahu and Rental business segments and their
clients is generally shorter than that of the service agreements negotiated by the other business business
segments. As a result, both the Jahu and Rental business segments rely on the constant generation of
new business in order to maintain their revenue at a constant level. Due to the high degree of
competition faced by the Jahu and Rental business segments, the Company must make significant
investments in order to attract new clients and retain existing ones, in addition to offering its services at
competitive prices. In 2012, the Jahu and Rental business segments accounted for 27.1% and 28.8%,
respectively, of the Companys net revenue, compared to 23.0% and 25.9%, respectively, of the
Companys net revenue in 2011. If the Company is unable to generate new business at the rate required
by the Jahu and Rental business segments, the operations and expansion of the activities carried out by
these business segments could be adversely affected.



26
The Company may be unable to meet the needs of all of its clients or deliver its services in a
timely manner.
The Company owns a limited number of machinery and equipment, which must be properly allocated to
each project in which it is involved. Delays or interruptions in the manufacturing and maintenance of such
equipment and its component parts, as well as sudden increases in the demand for the Companys
services, could prevent from providing its services in the agreed timeframe or from meeting the needs of
its clients satisfactorily and efficiently, as a result of any of the following factors:
inability to foresee the needs of its clients;
delays caused by its suppliers;
insufficient production capacity;
equipment failure;
shortage of qualified workers, strikes and labor claims;
interruption in the provision of public services, in particular power cuts;
delays or interruption of the equipment transportation system;
changes to customs regulations;
macroeconomic factors; and
natural disasters.

If the Company is unable to meet its deadlines, either due to internal problems, or as a result of events
over which it has no control, it may lose the trust of its clients and, therefore, experience a decrease in
the demand for its services, which could adversely affect its financial condition and operation results.
The Company is exposed to the credit risk of its clients

The company is subject to the credit risk of clients for payments due by the equipment rental and service
provision. Provisions for allowance for doubtful debts made by the Company from time to time, may not
be sufficient to deal with any defaults. For more information, see the section "Credit Risk (accounts
receivable)" in table 5.1 of this reference form. Losses above Companys expectations (and therefore not
reflected in provisions) may adversely impact the Company's results.

Fluctuations in the price of commodities may impact the Companys clients investment
decisions and the cost of equipment and, consequently, the Company may face cancellations
or delays affecting its existing and future projects or loss of revenue.
Fluctuation in commodity prices may affect the Companys clients in many areas. For example, for clients
engaged in the oil and gas, copper and fertilizers business, fluctuation in their product prices may have a
direct impact in the profit margins and cash flows, and consequently influence decisions between
maintaining existing investments or making new expenditures. Should the Companys clients choose to
postpone new investments and/or to cancel or delay the execution of existing projects, the demand for
the Companys services would drop, which could have a material adverse effect on its operations and
financial condition. The Companys operations and financial situation has been adversely affected in the
past, and could be substantially affected in the future, due to cancellations and delays in connection with
projects in which it was or is involved.



27

g. to the economic sectors in which the issuer is involved.

The Brazilian government has been and continues to be a significant influence over the
Brazilian economy. This influence, as well as Brazilian political and economic conditions,
could adversely affect the Companys business and results of operations.
The Brazilian government has frequently intervened in the Brazilian economy and has occasionally
introduced significantly changes to the countrys monetary, credit and tax policies, among others. The
Brazilian governments actions to control inflation have often involved, among others, increases in interest
rates, changes in tax policies, price controls, currency devaluations, capital controls, and customs
restrictions. The Company haa no control over and cannot predict what measures or policies may be
introduced by the Brazilian government in the future. The Companys business, financial condition and
operations results, as well as the trading price of its shares, may be adversely affected by Brazilian, state
and municipal changes to public policies relating to tax rates and exchange controls or regulations
involving or affecting factors such as:
interest rates;
exchange controls and restrictions on remittances abroad;
fluctuations in exchange rates;
inflation;
social and political instability;
expansion or contraction of the global or Brazilian economies;
liquidity of domestic capital and financial markets;
tax burden and policy; and
other political, social and economic developments in or affecting Brazil.

Uncertainty over whether the Brazilian government will implement changes in policy or regulation
affecting these or other factors in the future may contribute to economic uncertainty in Brazil and
heightened volatility in the Brazilian securities markets. The Company cannot predict whether the current
or future Brazilian government will implement changes to existing policies on taxation, exchange controls,
monetary strategy and social security, among others, nor estimate the possible impact of any such
changes on the Brazilian economy or the Companys operations.
Federal Government's efforts to reduce inflation may delay the Brazilian economys growth
and affect the Company's business negatively.

In the past, Brazil experienced extremely high inflation rates and, consequently, adopted monetary
policies that resulted in one of the largest real interest rates in the world. Between 2005 and 2011, the
SELIC medium rate was 19.1% and 11.7% respectively. The annual inflation calculated by the IGP-M was
of 11.32%, 5.10% and 7.82% in 2010, 2011 and 2012, respectively. Inflation and measures taken by the
Federal Government to combat it, especially through the Central Bank, had and can return to have
significant impact on the Brazilian economy and on the Company's business. The strict monetary policy
with high interest rates may limit the Brazilian growth and the credit availability. Conversely, looser
government and monetary policies, the decline in interest rates and the intervention in the exchange and
stock markets to adjust or fix the real value may trigger increases in inflation rates and, consequently, the
volatility of growth and the need for sudden and significant interest rate increases. Besides this, the
Company may not have conditions to adjust the prices to offset the effects of inflation on its cost
structure. Any of these factors could adversely affect the Companys business.

Exchange rate instability may affect the Brazilian economy, as well as the Companys
operations and the market value of its shares.



28
Over the last few decades, the Brazilian currency faced frequent and substantial exchange rate
fluctuations in relation to the U.S. dollar and other foreign currencies. The real showed significant
devaluation against the U.S. dollar between 2000 and 2002, reaching an exchange rate of R$3.53 per
U$1.00 by the end of 2002. On the other hand, the real appreciated substantially against the U.S. dollar in
the period from 2003 to mid-2008 as a result of stability in the macroeconomic environment and strong
growth in foreign investments in the country, reaching an exchange rate of R$1.56 per US$1.00 in August
2008. As a result of the global financial crisis in mid-2008, the real depreciated 31.9% against the U.S.
dollar, reaching an exchange rate of R$2.34 per US$1.00 by the end of 2008. In 2009, due to the
recovery of the Brazilian economy at a faster rate than the global economy, the real once again
appreciated 25.2% against the U.S. dollar, reaching an exchange rate of R$1.74 per U$1.00 by December
31, 2009. This recovery also happened in 2010, when the real increased 3.4% in comparison to U.S.
dollar, reaching the exchange rate of R$1.67 per U$1.00 in December 31, 2010. In 2011, the dollar
reached its lower price on July 26, when it reached the level of R$1.53 per US$1.00, or an appreciation of
7.1% in the year. Yet, at the end of the year it showed a devaluation of 13.6% in the year, reaching an
exchange rate of R$1.66 per U$1.00 on December 31, 2010. In 2012 the real depreciated 9.4%, reaching
R$2.04 per US$1.00 in December 31, 2012.
The depreciation of the real against the U.S. dollar could create additional inflationary pressures in the
Brazilian economy and lead to increase the interest rates, which could negatively impact Brazilian
economic growth as a whole, as well as the Companys financial condition and results of operations,
besides limiting access to international financial markets and lead to governmental interventions, which
could include the introduction of recessive policies. In the context of the current slowdown in global
economic activity, the depreciation of the real against the U.S. dollar could also trigger a drop in
consumer spending, as well as create deflationary pressures and result in lower economic growth. On the
other hand, the appreciation of the real in comparison to the U.S. dollar and other foreign currencies in
turn lead to deterioration in the Brazilian balance of payments and a drop in export-based growth.
Depending on the circumstances, the depreciation or appreciation of the real could have a material
adverse effect on the countrys economic growth, as well as on the Companys business and the market
value of the Companys shares.
Events and the perception of risk in other countries, especially the United States and
emerging market countries, may adversely affect the market price of Brazilian securities,
including that of the Companys shares.
The market price of securities issued by Brazilian companies is affected to varying degrees by economic
and market conditions in other countries, including the United States and other Latin American and
emerging market countries. Therefore, investors reactions to developments in these other countries may
have an adverse effect on the market value of securities of Brazilian issuers. Crisis in other emerging
market countries may reduce investor interest in securities issued by Brazilian companies, including those
issued by the Company.
The demand for the Companys services is directly linked to the volume of public investment
in the engineering, construction and infrastructure sectors.
The public sector is generally involved in the implementation of large engineering and infrastructure
projects in Brazil, either by means of direct investment in such projects or through financing agreements.
For example, over the coming years, the Company expects that approximately R$955 billion will be
invested between the 2011 to 2014 period to fund public construction projects linked to the Brazilian
governments PAC 2 program. According to estimates from BNDES, the public and private sectors are
expected to invest R$2.4 trillion between 2013 and 2016, of which R$ 489 billion in infrastructure. The
highlight in the infrastructure sector is the new logistics investment program launched by the government
in 2012, which predicts investments of R$194 billion, of which R$91 billion in railroads, R$54 billion in
ports, R$42 billion in roads and R$7 billion in airports. The planned direct investments for the 2014 FIFA
World Cup and the 2016 Olympic Games totaled R$47 billion by 2014, of which approximately R$11.5



29
billion for urban mobility, R$5.6 billion for stadiums and R$4.8 billion for airports, according to Minister of
Sports. The Company believes that the involvement of the public sector will be the key in the viability of
such enterprises and in the execution of such new projects.

In Brazil, public investments have historically been influenced by macroeconomic, political and legal
factors, which are all beyond of the Companys control. Such factors could determine, among other
things, the suspension or cancelation of projects that require the involvement of the public sector. Any
such suspension or cancellation could have a material adverse effect on the Companys clients operations
and on the demand for its services. If estimates regarding the level of future investments in construction
and infrastructure are not correct, or if such investments are not made, the Companys clients operations
(and, consequently, the Companys financial condition and operations) may be adversely affected.
h. to the sectors regulation in which the issuer acts.

Costs related to laws and workplace safety regulations as well as those third-party
professionals. Such costs can be relevant and adversely impact the Companys results.

As of December 31, 2012, the Company had 4,756 employees, of which 56% either based at its
equipment warehouses or engaged in the assembly of equipment used in the Industrial Services business
segment and in the provision of services offered by such business segment. Due to the nature of the
services provided, both the Companys employees and employees of third parties face risks when
executing its projects, which could result in serious injury or death. In accordance with existing labor laws
and regulations, the Company is required to provide and ensure the use of safety equipment for its
employees and other individuals working on its projects, under the Companys responsibility. If the
Company fails to provide all necessary safety equipment and ensure its proper use, or if it works with
companies that are not sufficiently committed to ensuring the safety of their staff, the Company could be
deemed responsible for any accidents that take place at the worksites where it provides services. Any
accidents at the worksites where it provides its services could potentially reduce the number of able
bodied employees available to carry out its operations and would expose the Company to the payment of
fines and penalties. Any changes to existing safety regulations may impose additional obligations on the
Company and result in an increase in its expenses with respect to safety equipment and procedures. The
Company cannot predict whether any such changes would have a significant impact on its operations. For
example, changes imposing a reduced work day, for safety reasons, could result in a drop in employee
productivity, therefore forcing the Company to hire additional staff. Similarly, provisions requiring the
Company to install additional safety components could increase the cost of its equipment and, therefore,
adversely impact its operating costs and results.
In addition, the Company engaged a third-party labor provider to hire temporary employees during
periods of rapid increases in the demand for the Companys services, particularly for the Companys
Industrial Services business segment. As a result, the Company could be considered responsible for
meeting any employment obligations relating to such professionals, or deemed to be their employer under
the terms of existing laws and regulations, and would be subject to potential costs associated with failure
to comply with workplace safety regulations with respect to such professionals. Besides, the editing of
stricter legal and regulatory provisions regarding the use of outsourced personnel, or of provisions
imposing additional obligations on the contractor of outsourced services, could increase the Companys
labor costs and have a negative effect on its financial condition and results of operations.

The technical requirements and the use of the Companys equipments, as well as, the way
which the Company renders its services, may suffer relevant changes due to the incident of
drastic climate change. Moreover, the Companys inability to adapt to climate change may
adversely affect its business and financial results. Additionally, the Company is subjected to
several environmental laws and regulations that may become stricter in the future, as a



30
response to the drastic climate changes, and may result in higher duties and greater capital
investment.

Climate change, including flooding or erosion caused by increased rainfall, could adversely affect the
technical requirements in the projects and equipments to which the Company is subjected to, the way in
which the Company uses its equipment and the way it render its services. For instance, increased rainfall
could interfere with the Companys ability to perform industrial painting services. In addition, variations in
weather caused by climate change may lead to postponements in project schedules, which in turn may
lead to a decrease in the demand for the Companys services. The Companys inability to adapt its
operations to such climate change and maintain its quality standards from our equipment and services,
may lead to a decrease in its market share, adversely affecting its business and financial results.
The Companys operations are subject to several federal, state and municipal environmental laws and
regulations, including protocols and international treaties to which Brazil is party. Such regulatory
framework may become more stringent in the future due to, among other things, climate change.
Compliance with the provisions of these laws and regulations is monitored by certain governmental bodies
and agencies that are responsible for applying administrative sanctions in the event of the breach of any
relevant provisions. These sanctions may consist of fines ranging from R$500 to R$50,000,000, result in
the cancelation of our licenses and, ultimately, the temporary or permanent suspension of the Companys
operations, among other penalties. Environmental laws and regulations may become stricter in the future,
which may require the Company to make additional investments in compliance and, as a result, affect its
existing investment program. Such changes may cause an adversely affect to its financial condition and
results of operations. Besides, the failure to comply with such laws and regulations, such as operating
without the necessary environmental licenses and permits, or failing to adequately dispose of residues
arising from the Companys painting and equipment maintenance services, may result in the application of
criminal and administrative sanctions, as well as the obligation to repair the alleged harm or pay penalties
for any potential damage to the environment. Criminal sanctions may include, among other things, the
arrest of the persons responsible for the breach, the revocation or restriction of tax incentives and the
cancelation or suspension of credit facilities provided by public financial institutions. The Company could
also be prohibited from providing services to the public sector. The application of any of these sanctions
could have an adverse effect on the Companys revenues and prevent us from being able to raise capital
in the financial markets. The introduction of additional environmental obligations in the future as a result
of legal or regulatory changes or as a consequence of an increase in the environmental impact of the
Companys operations, or failure to obtain any necessary environmental licenses and permits, may result
in additional and substantial compliance costs and have an adverse effect on its business, financial
condition and results of operations.

i. to the foreign countries to which the issuer acts.

Not applicable, since the Company restricts its operations to Brazil.

4.2 Comments on the Companys expectations to reduce or increase its exposure to the
risks factors

The Company is constantly analyzing the risks to which it is exposed to and which may adversely affect its
business, financial condition and results of operations. The Company is constantly monitoring changes in
the macroeconomic and sector scenarios that can influence its activities through monitoring of key
performance indicators. Currently, the Company has not identified the any scenario that can increase or
decrease its exposure to the risks listed in the item 4.1 above.

4.3 Legal, administrative or arbitral significant and non confidential suits

The Company is part of a judicial and administrative proceedings in the civil, tax and social security, labor
and environment, as described below. The Companys contingency provisions are recorded in the financial



31
statements for the total amount of probable losses. As of December 31st, 2012, the total value of cases
involving contingent liabilities was R$45.6 million and the total value involved in processes with probable
loss, according to its assessment and its legal counsel, was R$6.5 million, as indicated below:
Proceeding/Contingency Year ended December 31,

2010 2011 2012
(in thousands of R$)
Civil proceedings
Possible losses 772 2,349 596
Probable losses 430 440 444

Tax and social security proceedings
Possible losses 11,501 13,743 13,218
Probable losses 7,296 9,902 7,013

Labor claims
Possible losses 12,649 9,004 6,791
Probable losses 1,672 1,396 2,462

Other
Possible losses - 5,000 5,000
Probable losses 1,741 1,096 -

Provisions 11,139 12,834 9,919

Judicial deposits 7,328 7,666 11,853
For the fiscal years 2010 and 2011, the judicial deposits were presented on a net basis, for which had been constituted a
contingent liability. For the fiscal year 2012, the provisions for contingencies are presented in their entirety, unlike previous years.
The Company believes that its provisions for legal and administrative contingencies are sufficient to cover
probable losses. The Company describes below the main legal and administrative proceedings in which it
is involved.
Civil Proceedings
The Company is defendant in 27 proceedings concerning civil liability and indemnification payments,
regarding, above all, contract terminations and indemnification payments, whose total value was of R$
1.0 million on December 31, 2012. Based on the advice of the Companys external legal counsel, as of
December 31, 2012 it has recorded provisions of R$0.4 million to cover probable losses arising from these
proceedings.
Tax and Social Security Proceedings
As of December 31, 2012, the Company was defendant in 87 tax proceedings for an aggregate amount of
R$34.8 million. From this amount, R$7.0 million are provisioned, and the value from the net provision of
judicial deposits and appellate was of R$3.6 million. Below is a description of its main tax proceedings:
Process n 0533217-32.2005.4.02.5101 (used to be 2005.51.01.533217-9)
Jurisdiction
Federal Justice
Instance
1st Instance
Date of filing
03/21/2006
Parties in the suit Mills Formas e Escoramento Ltda. (succeeded by the Company) and
Federal Union
Amounts, goods or rights involved
R$1,901 thousand on 12/31/2012



32
Main facts Subject Matter: This is a Tax Foreclosure seeking the payment of tax
liabilities substantiated in Tax Proceedings Nos. 15374.001299/00-95
(CDA No. 70.6.05.018933-01/ Installment Plan) and
15374.001300/00-72 (CDA No. 70.2.05.013557-18), filed by reason of
the cancellation of expenses incurred by Mills (former Aluma), by
reason of the supposed lack of proof of operating costs and expenses
deducted from the profits earned for purposes of determination of the
taxable income, in relation to the hiring of the company Mills do Brasil.
Latest update on 4/30/2013: The Company filed motions to the
execution that were dismissed. The Company is currently awaiting
judgment of the appeal filed.
Chances of loss
Possible
Analysis of impact in the case of losing
the suit
In the event of an unfavorable decision, the Company will have to pay
the tax liabilities subject matter of the administrative procedures in
question, in the updated amount of R$1.901 million (until December
31, 2012). Since this is an isolated fact, which is not a habitual
practice of the Company, the Company does not believe that an
unfavorable decision would have a material adverse effect on its
financial situation or on its operating results.
Amount provisioned (if any)
-

Process n 2007.51.01.505428-0
Jurisdiction
Federal Justice
Instance
1st Instance
Date of filing
06/07/2006
Parties in the suit Mills Indstria e Comrcio Ltda. (succeeded by the Company) and
Federal Union
Amounts, goods or rights involved
R$840 thousand on 12/31/2012
Main facts Subject Matter: This is a Lawsuit seeking the cancellation of the tax
liabilities substantiated in Administrative Proceedings Nos.
13707.002177/93-71 (CDA No. 70.2.06.003889-75) (IRPJ) and
13707.002178/93-34 (CDA No. 70.6.06.007170-64) (FINSOCIAL). The
taxpayer executed with its affiliate Mills Equipamentos Ltda a lease
agreement of some equipment of its production. At first, the
agreement provided that the amounts would be paid on a monthly
basis and adjusted at the OTN rate. On January 5, 1998, the parties
entered into a new agreement whereby the rent would be paid
annually, but that the adjustment would still be made on a monthly
basis. However, on August 3, 1998, there was the execution of the re-
ratification agreement whereby the parties ratified the agreement that
the payment would be annual and agreed that the adjustment would
also be made at the average rate of OTN. The Tax Authority
understood that the lessee should have paid, until January 5, 1998, the
IRPJ and the CSLL levied upon the amounts supposed received by way
of rent in the first seven months of the year. In the Companys
defense, it claimed that no amount was due in the period, because
according to the terms of the agreement executed with the affiliate the
amount would only be paid to the Company at the end of the fiscal
year, for which reason the taxable event of the said taxes had not yet
occurred.
Latest update on 4/30/2013: Waiting for the entry of judgment.
Chances of loss Possible



33
Analysis of impact in the case of losing
the suit
If the claim is held to be invalid, the Company will have to pay the tax
liability disputed, in the adjusted amount of R$840 thousand (until
December 31, 2012). Since this is an isolated fact, which is not a
habitual practice of the Company, the Company does not believe that
an unfavorable decision would have a material adverse effect on its
financial situation or on its operating results..
Amount provisioned (if any)
-

Process n 0505089-94.2008.4.02.5101 (used to be 2006.51.01.011682-5 )
Jurisdiction
Federal Justice
Instance 1st Instance
Date of filing 06/07/2006
Parties in the suit Mills do Brasil Estruturas e Servios Ltda. (succeeded by the Company)
and Federal Union
Amounts, goods or rights involved
R$2.210 thousand on 12/31/2012
Main facts Subject Matter: This is an Action for Annulment of Tax Liability seeking
the annulment of the tax liability claimed in Administrative Proceeding
No. 13708.000745/2003-12 (CDAs Nos. 70.2.08.000115-81,
70.2.08.000116-62 and 70.6.08.000444-38), because a substantial part
of the liability claimed refers to the tax on net income (ILL), which was
deemed to be unconstitutional by the Federal Supreme Court, and that
the full amount of the liability claimed is liable to cancellation because
of the offset against the accumulated tax loss of the year.
Latest update on 4/30/2013: Waiting for the judgment by the 1
st

Instance.
Chances of loss Remote
Analysis of impact in the case of losing
the suit
If the claim is held to be invalid, the Company will have to pay the tax
liability disputed, in the adjusted amount of R$2.21 million (until
December 31, 2012). Since this is an isolated fact, which is not a
habitual practice of the Company, the Company does not believe that
an unfavorable decision would have a material adverse effect on its
financial situation or on its operating results.
Amount provisioned (if any) -

NFLD n 35.739.838-6 (PAF n 12259.001538/2012-79)
Jurisdiction
Receita Federal of Brasil (IRS)
Instance 1st Instance
Date of filing May/23/2005
Parties in the suit Mills do Brasil Estruturas e Servios Ltda. (succeeded by the Company)
and INSS (Social Security Administration)
Amounts, goods or rights involved
R$ 644 thousand on 12/31/2012
Main facts This is a Tax-Deficiency Notice seeking the collection of supposed
deficiencies in relation to the contributions collected by the INSS
(Social Security Administration) and intended for other entities and
funds, especially the so-called education-salary.
Latest update on 4/30/2013: We have filed an objection informing that
a part of the education-salary liability has been paid into court, in the
proper lawsuit. The case is pending disposition of the objection.
Chances of loss
Remote
Analysis of impact in the case of losing The Company will have to pay the tax liability in question, in the



34
the suit adjusted amount of R$644 thousand (on December 31, 2012), if it
does succeed in proving that it has been deposited into court. The
Company already duly pays the education-salary. Taking into account
the amount involved in the lawsuit, the Company does not believe that
an unfavorable decision will have a material adverse effect on its
financial condition or operating results.
Amount provisioned (if any)
-

Process n 12267.000047/2007-14
Jurisdiction
Receita Federal of Brasil (IRS)
Instance 1st Instance
Date of filing May/23/2005
Parties in the suit Mills do Brasil Estruturas e Servios Ltda. (succeeded by the Company)
and INSS (Social Security Administration)
Amounts, goods or rights involved
R$ 2.069 thousand on 12/31/2012
Main facts This is a tax-deficiency notice (NFLD n 35.739.839-4) seeking the
payment of amounts supposedly not paid by way of contribution to
SAT. The Company claimed in its defense, that the amounts were
deposited in Case No. 99.0012818-4 already converted into revenue
for the Federal Treasury. The Company also claims that the tax
assessment disregarded payments made by the Company.
Latest update on 4/30/2013: Objection disagreeing on the terms of
the expedition that did not exclude the SAT judicial deposits from the
notice, which were again required.
Chances of loss Remote
Analysis of impact in the case of losing
the suit
The Company will have to pay the tax liability in question, in the
adjusted amount of R$2.069 million (on December 31, 2012), if it does
succeed in proving that it has been deposited into court. Since this is
an isolated fact, which is not a habitual practice of the Company, the
Company does not believe that an unfavorable decision would have a
material adverse effect on its financial situation or on its operating
results.
Amount provisioned (if any) -

Process n 37280.000387/2006-17
Jurisdiction
Receita Federal of Brasil (IRS)
Instance 1st Instance
Date of filing May/23/2005
Parties in the suit Mills do Brasil Estruturas e Servios Ltda. (succeeded by the Company)
and INSS (National Institute of Social Security)
Amounts, goods or rights involved
R$1.018 thousand on 12/31/2012
Main facts This is a tax-deficiency notice (NFLD n 35.739.841-6) seeking the
payment of amounts supposedly not paid by way of social-security
contributions, because the tax authority acknowledged the employment
relationship between the members of Coopcel, a cooperative, and the
Company. In its defense, the Company claims that the tax authority
cannot acknowledge the employment relationship and that the tax
liability has been barred by the statute of limitations.
Latest update on 4/30/2013: Order recognizing the insufficient balance
to be compensated by the social security contribution owed to the INSS
by other establishment.



35
Chances of loss Remote
Analysis of impact in the case of losing
the suit
In the event of an unfavorable decision, the Company will have to pay
the tax liability in question, in the updated amount of R$1.018 million
(on December 31, 2012). Since this is an isolated fact, which is not a
habitual practice of the Company, the Company does not believe that
an unfavorable decision would have a material adverse effect on its
financial situation or on its operating results.
Amount provisioned (if any) -

Process n 11330.000329/2007-30
Jurisdiction
Receita Federal of Brasil (IRS)
Instance 2nd Instance
Date of filing December/10/2001
Parties in the suit Mills do Brasil Estruturas e Servios Ltda. (succeeded by the Company)
and INSS (National Institute of Social Security)
Amounts, goods or rights involved
R$533 thousand on 12/31/2012
Main facts Subject Matter: This is a tax-deficiency notice (NFLD n 35.102.808-0)
issued because the taxpayer supposedly did not make the withholding
of 11%, by way of social-security contribution, levied upon invoices for
services that had been rendered to it, as provided for by Law No.
9711/98. In its defense, the Company claims that it could not defend
itself, because the tax-deficiency notice allegedly failed to list the
services in relation to which there was no 11% withholding. It also
claims that the company did not make the withholding only in those
cases exempted by law (for example: services provided by companies
that opt for the simple-taxation system).
Latest update on 4/30/2013: Currently, the case is awaiting disposition
of the voluntary appeal filed by the Company.
Chances of loss Remote
Analysis of impact in the case of losing
the suit
If the claim is held to be valid, the Company will have to pay the tax
liability in question, in the adjusted amount of R$533 thousand (on
December 31, 2012). Taking into account the amount involved in the
lawsuit, the Company does not believe that an unfavorable decision will
have a material adverse effect on its financial condition or operating
results.
Amount provisioned (if any) -

Process n 2005.51.01.026197-3
Jurisdiction
Federal Justice
Instance 2nd Instance
Date of filing September/21/2005
Parties in the suit Mills do Brasil Estruturas e Servios Ltda. (followed by the Company)
and INSS (National Institute of Social Security)
Amounts, goods or rights involved
R$1.967 thousand on 12/31/2012
Main facts Subject Matter: This is a Lawsuit seeking the termination of the tax
liability subject matter of NFLD No. 35.102.802-1 (Education-Salary)
because the respective amounts had been deposited in Provisional
Remedy No. 97.0010128-2
Latest update on 4/30/2013: The Claim was deemed to be invalid.
Currently, the case is awaiting disposition of the appeal filed by the
Company.



36
Chances of loss Possible
Analysis of impact in the case of losing
the suit
The Company will have to pay the tax liability subject matter of NFLD
No. 35.102.802-1, in the adjusted amount of R$1.967 million (on
December 31, 2012). The Company already duly pays the education-
salary. Taking into account the amount involved in the lawsuit, the
Company does not believe that an unfavorable decision will have a
material adverse effect on its financial condition or operating results.
Amount provisioned (if any) -

Process n E-04/0620000/2011
Jurisdiction
State of Rio de Janeiros Treasury Department
Instance 1st Instance (administrative)
Date of filing
01/31/2011
Parties in the suit Mills Estruturas e Servios de Engenharia S.A. and State of Rio de
Janeiros Treasury Department
Amounts, goods or rights involved
R$2.120 thousand on 12/31/2012
Main facts Subject Matter: this infraction seeking to require the ICMS and fine as
a result of the transfer of operations to a third party without collect tax
allegedly owing. As the State Treasury claims, the society would not
be a "trading company", which is why the ICMS would be due. In:
01.31.2011 challenge of administrative acts Protocol.
Latest update on 4/30/2013: Protocol of Administrative appeal.
Currently is awaiting the proceeding contesting judgment.
Chances of loss
Possible
Analysis of impact in the case of losing
the suit
The Company will have to pay the updated in 12/31/2012 amount of
R$2,120 thousand. Taking into account the amount involved in the
lawsuit, the Company does not believe that an unfavorable decision will
have a material adverse effect on its financial condition or operating
results.
Amount provisioned (if any)
-

Process n E-04/371.092/98
Jurisdiction
City of Rio de Janeiros Treasury Department
Instance
2nd Instance (administrative)
Date of filing
03/16/1998
Parties in the suit Mills Estruturas e Servios de Engenharia S.A. and City of Rio de
Janeiros Treasury Department
Amounts, goods or rights involved
R$1.523 thousand on 12/31/2012
Main facts Subject Matter: This infraction notice drawn up by the lack of
observance of the society as the ISS on the accrual basis.
Chances of loss
Possible
Analysis of impact in the case of losing
the suit
The Company will have to pay the updated in 12/31/2012 amount of
R$1,523 thousand. Taking into account the amount involved in the
lawsuit, the Company does not believe that an unfavorable decision will
have a material adverse effect on its financial condition or operating
results.
Latest update on 4/30/2013: On 05/31/2001 a Voluntary Appeal to the
Board of Contributors of the Municipality of Rio de Janeiro was
protocolled. On 07/12/2012 - petition was filed by Mills requiring the
issuance of updated statement of debt. The process is stopped since



37
2001, awaiting trial on voluntary appeal.
Amount provisioned (if any)
-

Labor Claims
The Company is defendant in 417 labor claims, and with the advisory of an external legal counsel, the
Company has recorded provisions on the amount of R$2.5 million on December 31, 2012, to cover
probable losses resulting from the labor claims filed against the Company.
The labor claims filed against the Company relate to the following matters: (i) payment of
indemnifications for material damages; (ii) payment of risk, hazard, transfer and night shift allowances;
(iii) length of lunch and shift breaks; (ix) payment of equal pay for equal work; (v) workplace accidents;
(vi) re-hiring as a result of the development of professional illness; (vii) recognition of employment
relationships; and (viii) existence of subsidiary (or joint and several) responsibility between the Company
and its services providers, with respect to outsourced workers employed by such providers and allocated
to providing services for the Company. Below, the Company included a structured summary of the major
labor claims that it is part:
Action n 0143400-71.2008.5.17.0009
Jurisdiction 9 Vara do Trabalho de Vitria/ES
Instance
2st Instance
Date of filing
December/19/2008
Parties in the suit
Author: Ministrio Pblico do Trabalho
Defendant: Mills Estruturas e Servios de Engenharia S.A.., HZM
Servios de Manuteno e Montagens Ltda. and ArcelorMittal S/A
Amounts, goods or rights involved
R$ 25,000 (in 12/31/2012)
Main facts This is a public civil action filed by the Labor Prosecution office with a
plea for preliminary injunction seeking the suspension of business in
the workplace (City of Serra, State of Esprito Santo), under penalty of
payment of a daily fine of R$50,000.00, an award against Mills for the
payment of collective moral damages, on account of the purported
violation of Regulation No. 18, in the amount of R$5.0 million. On
9/15/2011, was promulgated a sentence condemning the companies to
adjust the safety systems of Vitrias branch, and dismissed the claim
for indemnity for moral damage of R$50 million. On 12/2/2011, The
Judgment of the Tribunal Regional do Trabalho do Esprito Santo,
dismissed the defendant appeals and giving provision, in part, to the
ordinary appeal of the Ministrio pblico(public prosecutors Officer) to
condemn companies to pay indemnification for moral damage in the
amount of R$ 200 thousand.
Latest update on 4/30/2013: On 12.9.2011, opposition requests for
clarification by the Company pending trial. On 06.19.2012, the motion
for clarification opposites were rejected; On 06.29.2012, there was
bringing review appeal; On 10.23.2012, there was admission review
appeal, The records were sent for scanning in 02.15.2013
Chances of loss
Probable
Analysis of impact in the case of losing
the suit
Considering the subject matter of the case, we understand that the
validity of the claim could create a material precedent for the
Company, in addition to the payments sought in the action. The
estimated value of the condemnation by the lawyer is R$25,000 (in



38
31/12/2012).
Amount provisioned (if any)
-

Action n 01106. 5.134.05.00.1
Jurisdiction 4 Vara do Trabalho (4th Labor Staff) of Camaari/BA
Instance
1st Instance
Date of filing
October/24/2005
Parties in the suit
Author: Public Ministry of Labor
Defendant: Mills Estruturas e Servios de Engenharia S.A.
Amounts, goods or rights involved
R$ 470 thousand (on 12/31/2012)
Main facts
Compliance with legal quota regarding the employment of disabled
workers. This public civil action deals with the allegation that we do not
comply with the legal quota regarding the employment of disabled
workers. The Public Labor Prosecution Office requested an injunction to
compel our company to employ disabled workers in line with the
minimum percentage set by the applicable legislation.
The prosecutors also seek our conviction for collective punitive
damages allegedly caused by our company.
The Company claims that the principal operations carried out by our
company require the employment of persons capable of meeting
rigorous physical demands, such as workers for the assembly of
scaffolding structures, painters, high pressure water gun operators,
and workers in the provision of insulation services. These activities are
performed under very demanding physical conditions, which makes the
employment of disabled workers impractical, as such workers would be
exposed to a significantly higher risk of accident.
Latest update on 04.30.13: There was partial validity sentence and the
Company is evaluating the chances of a possible appeal.
Chances of loss
Possible
Analysis of impact in the case of losing
the suit
In the event of loss, the Company will have to pay the amount in
dispute and will have to extend the number of employees that suffer
from deficiency, under penalty of fine. According to the external
consulting lawyer, the estimated value for the condemnation would be
R$ 395 thousand (in 12/31/2012).
Amount provisioned (if any)
-

Action n 0120300-11.2009.5.19.0005
Jurisdiction
5 Vara do Trabalho (5th Labor Staff) of Macei/AL
Instance
1st Instance
Date of filing
09/05/2009
Parties in the suit Author: C.F.
Defendant: Mills Estruturas e Servios de Engenharia S.A.
Amounts, goods or rights involved
R$411 thousand on 12/31/2012



39
Main facts This is a labor claim by a former employee in order to obtain
compensation for moral and material damages due to occupational
illness, overtime, sundays and holidays and reflexes, severance plots,
fine according to article 467, salary differences.
Latest update on 04.30.13: Currently in medical investigation phase.
Chances of loss
Possible
Analysis of impact in the case of losing
the suit
The Company will have to collect the amount in favor of the former
employee, which is estimated by its advisors in the amount of R$411
thousand (in 12/31/2012). The Company does not believe that an
unfavorable outcome can have any adverse effects on its financial
condition or its operational results.
Amount provisioned (if any)
-

Action n 0001169-96.2010.5.05.0134
Jurisdiction
1 Vara do Trabalho (5th Labor Staff) of Camaari/BA
Instance
2nd Instance
Date of filing
12/19/2008
Parties in the suit Author: J.C.F
Defendant: Mills Estruturas e Servios de Engenharia S.A.
Amounts, goods or rights involved
R$787 thousand on 12/31/2012
Main facts This is a labor claim by a former employee in order to obtain
compensation for moral and material damages due to occupational
illness, overtime, sundays and holidays and reflexes, severance plots.
Latest update on 04.30.13: on 12.17.2012, a judgment of dismissal
requests was handed down. Currently waiting for transit.
Chances of loss
Possible
Analysis of impact in the case of losing
the suit
The Company will have to collect the amount in favor of the former
employee, which is estimated by its advisors in the amount of R$787
thousand (in 12/31/2012). The Company does not believe that an
unfavorable outcome can have any adverse effects on its financial
condition or its operational results.
Amount provisioned (if any)
-

4.4 Judicial, administrative or arbitral awards, which are not under confidentiality, in
which the company or its subsidiaries are part and whose appellees are administrators or
former administrators, owners or ex-owners or investors of the company or its subsidiaries.
Not applicable to the Company.
4.5 Relevant confidential lawsuit
To the present date, the Company is not part of any confidential lawsuit.





40
4.6 Judicial, administrative or arbitral lawsuits, repetitive or related, non confidential and
based on similar legal facts and causes, which are not under confidentiality and which
together, are relevant.

Not applicable to the Company.

4.7 Other significant contingencies.

The Company is part of a police investigation initiated by the Bureau of Environment Protection of the
State of Rio de Janeiro on July 5, 2006, for violation of Articles 54 and 60 of the Environmental Crimes
Act, on grounds of alleged improper disposal of solid waste and liquids in Rio de Janeiro.
The investigation is not complete, but the Company is carrying out works to remedy the deficiencies
pointed out and ask for the environmental licensing of activities on site.
The Delegacia de Meio Ambiente e produtos controlados of Osasco (Environment and controlled products
Police) initiated the police inquiriy, based on the Police report dated October 18, 2011, to investigate the
alleged practice of crime against the environment, provided for in Article 56 of Law 9.605/98, due to (i)
irregularities in the artesian well, (ii) irregular use and storage of chemicals and (iii) irregular disposal of
waste in the Company's subsidiary in Osasco/SP. The investigation has not been concluded yet, but the
Company is now taking all measures to search, verify and correct the deficiencies pointed out, together
with the police authority and the environmental agencies of the State of So Paulo.
4.8 Rules of the country of origin of foreign issuer and rules of the country in which the
foreign Company's securities are held in custody, if different from the country of origin.

Not applicable to the Company.





41






















5. MARKET RISKS



42
5.1 Description of the main market risks.

Interest Rate Risk
The Company's indebtedness is denominated in reais, subject, mostly, to floating interest rates,
particularly the Interbank deposit certificate - CDI and Long-term interest rate -TJLP rates. There is the
risk of the Company incurring losses due to fluctuations in interest rates, which would increase finance
costs related to borrowings and financing obtained in the market. In December 31, 2010, 2011 and 2012,
the CDI rate was of 8.6%, 10.6% and 6.9%, respectively, and the TJLP rate was of 6.0%, 6.0% and
5.5% on December 31, 2010, 2011 and 2012, respectively.
As a management policy, the Company does not use any instrument to mitigate its exposure to interest
rate fluctuations. This is a market risk due to the macroeconomic and regulatory conditions inherent to all
companies operating in Brazil.
The Company takes a dynamic approach to analyzing its exposure to interest rates. Various scenarios are
simulated, taking into consideration refinancing, financing and hedging. Based on these scenarios, the
Company determines a reasonable change in the interest rate. The scenarios are prepared only for
liabilities that represent the main positions with interest. See below the sensitivity analysis of possible
fluctuations in interest rates.
Sensitivity analysis

The following table shows the sensitivity analysis of the financial instruments, including the derivatives,
describing the risks that could generate material losses for the Company as of December 31, 2012, with
the most probable scenario (scenario I), as assessed by management, considering the three-month
horizon. Two other scenarios are also shown, as required by the Brazilian Securities Commission - CVM, in
Instruction No. 475/2008, of December 17, 2008 (CVM 475), in order to show deterioration of 25% and
50% of the risk variable considered, respectively (scenarios II and III):
Debt balance in R$ thousand
Scenario I Scenario II Scenario III
Debt Index Description (probable) 25% 50%
BNDES TJLP Increase in the indicator 26,664 26,888 27,111
Leasing CDI Increase in the indicator 18,013 18,315 18,615
Working Capital CDI Increase in the indicator 27,322 27,491 27,659
Debentures - 1 issuance CDI Increase in the indicator 274,067 285,828 297,501
Debentures - 2 issuance, 1st series CDI Increase in the indicator 165,674 165,918 166,157
Total 511,740 524,440 537,043
Variation 2.48% 4.94%

The sensitivity analysis presented above considers changes in relation to the interest rate risk, maintaining
constant other variables, associated with other risks.


Scenario I

Rate Scenario II Scenario III

Reference Maintenance +25% +50%

CDI (%) 6.90% 8.63% 10.35%
TJLP (%) 5.50% 6.88% 8.25%

Regarding interest risk, the Company's management considered as a probable premise (scenario I) for its financial instruments to the maintenance of the Selic
rate, consequently, as a result the CDI rate also, since there is a direct relationship between the rates, and a rate increase as premise for the other two
scenarios.

P For financial liabilities related to loans and financing - BNDES, the Company's management considered as a probable premise (scenario I) would be the
maintenance of the TJLP for the next three months, since there is no evidence of a change in the short term, and a rate increase as a premise for the other two
scenarios.



43
Inflation risk
The Company seeks to reflect inflation rates in the prices that are charged for its products and services.
However, Brazilian laws and regulations provide that long-term agreements may only be adjusted for
inflation once every 12 months. The main inflation indexes used by the Company to adjust prices under
long-term agreements are IGP-M and IPCA, released by the Brazilian Institute of Geography and Statistics
(IBGE). In addition, the Companys payroll is affected by salary increases negotiated under collective
bargaining agreements, which are usually in line with increases in the main Brazilian inflation indexes.
In 2012, the Company issued debentures with an interest rate linked to the inflation index IPCA. This
way, there is a risk that the Company will incur losses due to fluctuations in the IPCA index, which
increase financial expenses relating to the second series of the 2nd issue of debentures issued by the
Company.
In the years 2010, 2011 and 2012, the IGP-M ndex reported by FGV was of 11.3%, 5.1% and 7.8%,
respectively, and the IPCA ndex announced by IBGE was of 5.9%, 6.5% and 5.8%, respectively.
Sensitivity analysis

The following table shows the sensitivity analysis of the financial instruments, including the derivatives,
describing the risks that could generate material losses for the Company as of December 31, 2012, with
the most probable scenario (scenario I), as assessed by management, considering the three-month
horizon. Two other scenarios are also shown, as required by the Brazilian Securities Commission - CVM, in
Instruction No. 475/2008, of December 17, 2008 (CVM 475), in order to show deterioration of 25% and
50% of the risk variable considered, respectively (scenarios II and III):
Outstanding debt in R$ thousand
Scenario I Scenario II Cenrio III
Debt Index Description (probable) 25% 50%
Debentures - 2 Issue 2 tranche IPCA Increase of indicator 113,992 114,224 114,450
Total 113,992 114,224 114,450
Variation 0.20% 0.40%

The sensitivity analysis presented above considers changes in relation to the particular risk, maintaining
constant other variables, associated with other risks.
Scenario I
Rate Scenario II Scenario III
Reference Maintenance +25% +50%
IPCA(%) 5,84% 7,30% 8,76%

For financial liabilities related to the second issue of the debntures, the Company's management considered as likely premise (scenario I) would be the
maintenance of the IPCA for the next three months, since there is no evidence of a change in the short term, and a rate increase as a premise for the other two
scenarios.
Credit Risk (Trade Receivables)
The Company periodically bills amounts for rentals and services due by its customers, for past due periods
that normally vary from 30 to 45 days, with an average payment term of 50 days. Thus, it is subject to
the risk of default on trade receivables. The Companys management believe the default rates are
relatively low, which can be attributed to the long relationships with its clients and, in the case of the Jahu
and Rental business segments, the pulverized client and project bases.
The Companys commercial credit portfolio is overwhelmingly concentrated in domestic clients. The
Company recognizes a provision for impairment when it understands there is the risk of amounts due not
being received.




44
Client credit risk is managed by the Companys financial management, which evaluates clients financial
capacity to pay. This analysis is performed before the actual commercial agreement between the parties,
and for this purpose, each client is analyzed individually, taking into consideration mainly the following
information: (i) registration information; (ii) financial information and indicators; (iii) risk ratings
(methodology of credit bureau SERASA); (iv) controlling shareholder; and (v) pending issues and protests
at Serasa. The Company does not have the practice of obtaining financial guarantees from its clients for
managing credit risk.

The Company believes that the concentration of credit risk is limited because the client base is broad and
there is no relationship between clients. The Company does not have client concentration in its revenue
and accounts receivable, not possessing any client or group representing 10% or more of its accounts
receivable in any of its business segments.

The table below shows the items from Trade Receivables and Allowance for Doubtful Debts from the
Company detailed by business segment and consolidated on the indicated dates:
Year ended December 31,
2010 2011 2012
(in R$ thousands, except percentages)
Trade
Receivables
ADD Trade
Receivables
ADD Trade
Receivables
ADD
Heavy Construction 47,960 4,042 40,934 9,214 52,867 10,402
Industrial Services 45,550 1,705 49,755 1,644 66,585 8,576
Jahu 19,143 1,285 31,844 2,721 59,041 3,807
Rental 16,616 1,231 34,708 6,037 51,290 12,888
Events * 6,563 1,030 5,627 1,030 4,247 1,030
Total 135,832
9,29
3
162,868
20,64
6
234,030 36,703
* Value to receive for the sale of the fixed asset from the Business segment events that was discontinued in 2008
Risk of Price Fluctuation of Raw Materials and Imported Equipment
Increases in the price of commodities used for manufacturing the equipment necessary for the provision
of the Companys services, such as steel and aluminum, at rates higher than those recorded by the
Brazilian inflation indexes used for adjustments of the prices charged, may have an adverse effect on the
Companys future profitability unless these increases can be factored into prices.
Additionally, for imported equipment contracts, as is the case of the Rental business segment, the
exchange rate increases above inflation also have a negative impact on the Companys future profitability,
until these increases can be factored into prices.
Exchange Rate Risk
The Company is exposed to foreign exchange risk arising from various currency exposures, primarily with
respect to the US dollar and the euro. Foreign exchange risk arises from future imports of equipment,
mainly telescopic handlers, aerial platforms and formworks.

It is Company policy, conservatively, to eliminate 100% of cash risk related to exchange rate, since all of
its revenue is received in Brazilian reais. As a consequence, the Company has entered into swap and NDF
(Non-Deliverable Forwards) agreements with financial institutions for hedging purposes. All these
contracts provide a simple exchange of indexes under which the financial institution assumes the foreign
exchange risk and the Company, in counterpart, undertakes to pay interest on the notional amount
(corresponding to the original amount of its foreign currency liability).





45
As a result from hedging operations, the Company had no exposure to exchange rate fluctuations as of
December 31, 2010, 2011 and 2012.
The Company had no exposure to the exchange rate for the motorized equipments already bought.
However, since these equipments are not produced in Brazil, the Company is exposed to exchange rate
for future investments in such equipment either to replace and/or increase its fleet.
Sensitivity analysis
The following table shows the sensitivity analysis of the financial instruments, including the derivatives,
describing the risks that could generate material losses for the Company, with the most probable scenario
(scenario I), as assessed by management, considering the three-month horizon. Two other scenarios are
also shown, as required by the Brazilian Securities Commission - CVM, in Instruction No. 475/2008, in
order to show deterioration of 25% and 50% in the risk variable considered, respectively (scenarios II
and III):
Scenario I Scenario II Scenario III
Instrument/operation Indicator Description (probable) 25% 50%
Commercial commitments Exchange rate (USD) Increase in the exchange rate (148,819) (186,024) (223,229)
NDF Exchange rate (USD) Increase in the exchange rate (2,827) 34,378 71,583
Total (151,646) (151,646) (151,646)
Variation 0% 0%

Commercial commitments of equipment purchased in foreign currency, but not accounted for.
The swap contracts are signed to exchange 100% of the risk of foreign currency (USD) to national currency (R$).

The sensitivity analysis presented above considers changes in relation to the particular risk, maintaining
constant other variables, associated with other risks.

Scenario I



Rate
Scenario II Scenario III

Reference
Maintenance
+25% +50%

US$ (%)

2.04 2.55 3.07

The Company's management considered as likely premise (scenario I) the maintenance of the exchange rate for the next three months and a rate increase as
premise for the other two scenarios.

Credit Risk (Financial instruments and cash deposits)
The credit risk for balances with banks and financial institutions is managed by the Companys treasury in
accordance with the policy established by it. Surplus funds are invested only in approved counterparties.

The Company has a policy of using only leading financial institutions classified as investment grade.
Management does not expect any counterparty to fail to fulfill its obligations.

Liquidity risk

Liquidity risk is the risk of the Company encountering difficulties in fulfilling its obligations associated with
its financial liabilities that are settled with cash payments or with another financial asset. The Companys
approach to managing liquidity is to ensure, to the greatest extent possible, that there is always sufficient
liquidity to fulfill its obligations as they fall due, under normal and stress conditions, without causing
unacceptable losses or risking harming the Companys reputation.

The financial department monitors ongoing forecasts of the Companys liquidity requirements to ensure
that it has sufficient cash to meet its operating needs. The monthly forecasts take into consideration the
plans for financing the Companys debt, fulfillment of contractual clauses and the meeting of internal
targets in accordance with the Companys strategic plan. In addition, the Company maintains lines of
credit with the main financial institutions operating in Brazil.



46
The table below presents the Companys non-derivative financial liabilities per maturity bracket,
corresponding to the remaining period in the balance sheet until the contractual date of maturity.


As of December 31, 2012,in R$ thousands

Less than
one year
Between
one and
two years
Between two
and five
years
Over five
years
Borrowings and financing 34,176 5,988 12,220 9,131
Debentures 49,931 137,197 432,108 145,586
Finance leases 10,236 8,390 1,364 -
Derivative financial instruments 800 - - -
Trade payables 47,784 - - -
Total 142,927 151,575 445,692 154,717



5.2 Policy description for managing market risks

a. Risks for which protection is sought

The Companys activities are exposed to several financial risks (including risks of interest rate, inflation,
exchange rate, price fluctuation from raw materials and imported equipment and credit risk). The risk
management program focuses on the unpredictability of financial markets and seeks to minimize potential
adverse effects on the Company's financial performance. The Company uses derivative financial
instruments to hedge against certain risk exposures and has a policy not to participate in any trading of
derivatives for speculative purposes.
Risk management is carried out by the Finance department, under policies approved by the Board of
Directors. The Finance department identifies, evaluates and protects the Company from financial risks in
co-operation with the Company's operating units. The Finance department establishes principles for
overall risk management, as well as for specific areas, such as foreign exchange risk, interest rate risk,
credit risk, use of derivative financial instruments and non-derivative financial instruments, and
investment of cash surplus.
b. Asset protection strategy (hedge)

The Company intends on using financial derivative instruments locally and abroad to manage the
exchange and interest rate fluctuation risks. In accordance with the accounting principles generally
accepted in Brazil, the derivative contracts are going to be recorded in the balance sheet based on the fair
market value recognized in the revenues statements, unless in cases when the specific hedging criteria
are met. The market value estimations are going to be held on a specific date, usually based on the mark-
to-market.

c. Instruments used for asset protection (hedge)

In order to protect shareholders equity from exposure to foreign currency commitments, the Company
developed a strategy to mitigate the market risk. When applied, the objective of the strategy is to reduce
the volatility of the desirable cash flow, maintaining the planned disbursement of resources.
The Company considers management of these risks essential to support its growth strategy without
potential financial losses reducing its operating income, as the Company does not seek financial gains
from derivatives. Foreign currency risk management is carried out by the Financial Management and
Director, who assess the potential exposure to risks and establish guidelines for measurement, monitoring
and management of the risks of the Company's operations.



47
Based on this objective, the Company contracts derivative operations, normally swaps and NDF (Non
Deliverable Forwards), with prime financial institutions (brAAA credit rating - national scale, Standard &
Poor's or similar), to guarantee the commercial value agreed on ordering the item to be imported.
Similarly, swap or NDF contracts should be contracted to guarantee the payment flow (amortization of
principal and interest) of foreign currency financing. Under the Company's by-laws, any contract or
assumption of obligation in excess of R$ 10.0 million) must be approved by the Board of Directors, unless
foreseen in the Business Plan. It is not necessary to contract hedge operations for amounts of less than
R$ 100,000, with maturities of less than 90 days. Other commitments should be protected against foreign
exchange exposure.
Swap and NDF transactions are carried out to translate future foreign currency financial commitments into
reais. By contracting these operations, the Company minimizes the foreign exchange risk by leveling both
the amount of the commitment and the exposure period. The cost of contracting the derivative is tied to
the interest rate, normally to the CDI (Interbank deposit certificate) percentage. Swaps and NDFs
maturing before or after the final maturity of the commitments may, in time, be renegotiated so that their
final maturities are the same as - or close to - the final maturity of the commitment. In this way, on the
settlement date, the result of the swap and the NDF may offset part of the impact of the exchange
variation of the foreign currency against the real, assisting stabilization of the cash flow.
As derivatives, the monthly position is calculated by the fair value methodology, calculating the present
value by applying the market rates that are impacted on the determination dates. This widely used
methodology may result in monthly distortions in relation to the curve of the derivative contracted,
however, the Company is of the opinion that this is the best methodology to use, as it measures the
financial risk in the event of the need for early settlement of the derivative.
By monitoring the commitments assumed and the monthly valuation of the fair value of the derivatives, it
is possible to monitor the financial results and the impact on the cash flow and to ensure that the original
objectives are achieved. The calculation of the fair value of the positions is provided monthly for
management supervision.
The derivative instruments contracted by the Company are intended to protect its equipment import
operations against fluctuations in the exchange rate in the interval between placing the order and the
corresponding formal receipt in Brazil. They are not used for speculative purposes.
As of December 31, 2012, the Company had equipment purchase orders with foreign suppliers amounting
approximately to US$ 78.2 million (in 2011, such orders amounted to US$ 36.9 million and EUR 84,300),
all of them with payments expected during 2013.
In order to reduce the Companys exposure to exchange rate fluctuations between the date of the order
and the date of the settlement of these obligations, the Company hired derivative instruments
represented by swap contracts in the aggregate amount of R$ 159.6 million, which fair value on
December 31, 2012, totalized R$ 0.8 million, as presented in the table below.


Type Notional Value Fair Value
Receivable/
Payable
Values Notional Value Fair Value
Receivable/
Payable
Values
December 31, 2011 December 31, 2012
NDF (in thousands R$)
Dollar Term Puchase
Contracted rates : 2.05 to 2.15 (USD) 152,868 (800) (800)
Contracted rates : 1.64 to 1.94 (USD) 67,958 2,842 2,842
Euro Term Purchase
Contracted rate: 2.44 (EURO) 206 (1) (1)
Total 68,164 2,841 2,841 152,868 (800) (800)



48

The derivatives are evaluated by the market rate present value, in the base data of future flow
determined by the application of contractual rates until maturity. For contracts with limiter or double index
were considered, in addition, the embedded option in the swap contract.

The Companys hedge operations are realized in order to seek protection against fluctuations in foreign
currency of its equipments and machines importations. Such operations are classified as hedge
accounting.

The company ensures it effectiveness of these instruments with the Dollar offset methodology, which is
commonly used by derivative market participants, and consists in comparing the present value, net of
foreign currency exposure and Company commitments with the derivatives hired for such hedge.

On December 31, 2012, there was no inefficiency in the results of the hedge operations of the Company.

Considering the fact that the Company ensures the effectiveness of the realized hedge accounting
operations, the gains and losses observed in these derivative operations are recognized in counterpart of
the hedged asset (fixed asset) as part of the initial cost of the asset in the same moment of the
accounting. In December 31, 2012, the amount of R$ 3.0 million were transferred from the net equity and
deducted in equipments initial cost.

d. Parameters used to managing these risks

Regarding the exchange rate risk, The Company's policy is to not be exposed to any commitments in
foreign currency. For the interest rate risk, the Companys policy is to operate with floating interest rates,
since their revenues also grow along with inflation. The Company does not use protection against the
inflation risk caused by momentary mismatch between its revenues and costs.

e. If the Company uses various financial instruments with various objectives for
asset protection (hedge) and what these objectives are

The Company operates financial instruments in order to maintain the price of imported equipments and,
consequently with foreign currency prices, in Brazilian reais, solely for hedge purposes.

f. Organizational structure for risk management control

The risk control politics and procedures are defined directly through the Companys Board of Directors and
are implemented by the Companys Executive Officers. The Board of Directors are also responsible for
monitoring the fulfillment of these practices.

g. Adequacy of the operational structure and internal controls to verify the effectiveness
of the adopted policy

The Companys Board of Directors analyzes its operational structure and intern controls, and believes that
the policies and procedures of adopted controls are appropriate to the Companys operational structure.
In fiscal years ended in December 31, 2010, 2011 and 2012, the opinion of independent auditors did not
identify deficiencies in those controls.

5.3 Significant changes in the main market risks




49
In the fiscal years ended December 31, 2010, 2011 and 2012, there were no events that could
significantly change the main market risks to which the Company is exposed.

5.4 Other information that the Company deems relevant.

There is no further relevant information about this item "5".



50























6. COMPANY HISTORY





51
6.1 Constitution of the Company

The Company was established on December 1, 1980 as a limited liability company. On January 29, 2009,
the Companys shareholders approved a corporate transformation of the Company, which became a
privately held corporation. The first company of Mills group, named Aos Firth Brown SA was established
in 1952 in the city of Rio de Janeiro, State of Rio de Janeiro, in the form of privately held corporation.

6.2 Company Lifetime

Undetermined.

6.3 Brief Company History

The Company was formed in 1952 by the Nacht family, as a scaffold and shoring company which provided
services to the civil construction sector. Mr. Andres Cristian Nacht was a member of the Companys
management team from 1969 to 1998, being President Director from 1978 until 1998. In 1998, Mr.
Andres Cristian Nacht became Chairman of the Board of Directors of the Company, position that occupies
until this Reference Forms date.
In the 70s and 80s, the Company had substantial growth due to the significant civil construction and
industrial sectors expansion in Brazil. Among its activities from this period can be highlighted the
construction of the Rio-Niteroi Bridge (1971), the Itaipu Hydroelectric Plant (1979) and the first Brazilian
oil drilling platform (1983), among other projects.
During this period the Company made important partnerships with international companies that
cooperated with the Companys development. From 1974 to 1986, GKN plc, a large British conglomorate,
was the Companys shareholder, strengthening the beginning of good governance and credibility. In 1980,
the Company signed a partnership with the Canadian company Aluma Systems Inc., the Aluma Systems
Concrete Forms and Formwork Ltda., which had as main objective the introduction of aluminum
formworks in the civil construction sector in Brazil which lasted until 2001.
In the 90s, while seeking to expand the Companys portfolio of services, it made new strategic
partnerships. In 1996, the Company entered into a licensing contract with the German company NOE-
Schaltechnik Georg Meyer-Keller GmbH, to produce and supply modular steel and aluminum panels
formwork to the Brazilian civil construction market. In 1997, the Company entered into a joint venture
partnership with the American company JLG Industries, Inc., to begin activities in the equipment rental
sector in Brazil.
In 2001, the Argentine company Sullair Argentina S.A., replaced JLG Industries, Inc. as the Companys
partner in the in the industrial equipment rental venture, and subsequently acquired its stake in 2003.
In 2007, the private equity funds, Peninsula FIP, managed by IP, and the Natipriv Global L.L.C., managed
by the Axxon Group, became the Companys shareholders, acquiring, each one, 10% of the Company for
R$ 20 million. The resources from these investments were used, mainly, to acquire equipment.
In 2008, the Company returned to its activities in the rental segment in an organic way, with the
establishment of the Rental business segment, and suspended the operations of its Events business
segment, which was responsible for providing temporary structures, such as outdoor stages and
grandstands for the sports and entertainment segment, as an objective to focus on the segments where it
has competitive advantages. Also in 2008, the Company acquired Jahu Indstria e Comrcio Ltda. (Jahu),
which became the Jahu business segment, focused on providing engineering services to the residential
and commercial civil construction industry, complementing its activities in the Heavy Construction
segment.



52
The Companys IPO was on April 2010, with a transaction totaling R$ 685 million, of which R$ 411 million
related to the primary offering that, consequently, were used to enable its growth plan. Shortly after the
offer, the Companys free float was of 48%.

In October 2010, after the expiration from the lock-up period, due to the IPO, the private equity funds,
Peninsula FIP and Natipriv Global L.L.C., sold the joint participation of 6.2% of the Companys capital,
increasing its free float to 57.2%.

On January 19, 2011, the Company entered into a purchase and sales agreement to acquire 25.0% of the
voting and total capital stock of Rohr S/A Estrutura Tubulares (Rohr), a privately held company specialized
in access engineering and solutions for civil construction, for R$90.0 million. This strategic acquisition will
enable the Company to broaden its exposure to the sectors it serves, especially in the areas of
infrastructure and the oil and natural gas industry. In September 2011, there was a rise in the stake held
in Rohr to 27.5%, resulting from the repurchase by Rohr of 9% of its shares held as treasury stock.
In May 2011, the Company entered into a purchase and sales agreement to acquire 100% of the voting
and total capital stock of GP Sul, one of the largest players in the suspended scaffold rental market to
residential and commercial construction in the state of Rio Grande do Sul, for R$5.5 million, which was
merger into the Company in August 2011. This strategic acquisition, according to Managements opinion,
enabled the Company to become the leader in the suspended scaffold rental market in the state of Rio
Grande do Sul and to broaden its exposure to the residential and commercial construction market in the
South region, in line with the geographic expansion plan of Jahu business segment.
6.4 Date of registration with the CVM

April 14th, 2010

6.5 Major corporate events which the Company or any of its subsidiaries or affiliates have
gone through

CORPORATE EVENTS AND RESTRUCTURING
Increase of Capital from the Company and Staldzene

Due to the exercise of the stock option granted under the Special ex-CEO Plan, the shareholders of the
Company and Staldzene Empreendimentos e Participaes S.A. (Staldzene) approved, on March 12, 2010,
a capital increase from both Companies of R$ 323.8 thousand, through the issuance by the Company of
153,690 shares and 24,809,032 shares issued by Staldzene. The capital increase of the Company was
fully subscribed by Staldzene, while the capital increase of Staldzene was fully subscribed by the
beneficiary of the Special ex-CEO Plan.

Corporate rearrangements involving Staldzene and Nacht Participaes

On March 18, 2010, Staldzenes shareholders, the Companys controlling shareholder on that date, ratified
the reduction of the share capital of that Company, which was approved at the Extraordinary General
Meeting held on December 4, 2009. The reduction was of R$13.3 million, with the distribution of
6,307,457 shares of the Company to Staldzenes shareholders, disproportionately distributed to the
participation held by those shareholders.

Also on March 18, 2010 shareholders of Nacht Participaes S.A. (Nacht Participaes), controlling
shareholder of Staldzene on that date, ratified the reduction of the share capital of that Company
approved at the Extraordinary General Meeting held on December 4, 2009. The reduction was of R$13.3
million, with the distribution of 6,307,457 shares of the Company to Nachts shareholders,
disproportionately distributed to the participation held by those shareholders.



53

On September 30, 2010, Staldzene had its share capital decreased after capitalizing intermediate profits
and part of the legal reserve. The share capital reduction occured by transferring a certain quantity of
Mills shares, which are currently owned by Staldzene, to Staldzenes shareholders. Staldzene participation
in the Companys total and voting capital was reduced in 6.7%, from 46.0% to 39.3%, on that date.

On November 30, 2010, Staldzene was extinguished due to a corporate restructuring. Nacht merged
Staldzene, succeeding it in all its rights and obligations. As a result, Nacht becomes Mills direct controlling
shareholder with 39.3% of the total and voting capital stock.

In February 2011, Nacht Participaes reduced its capital stock through the delivery of shares issued by
the Company currently held by Nacht to some of its shareholders, the transaction was completed on April
18, 2011. In order to regulate the right to vote and the transfer of shares of Nacht Participaes and the
Company, the shareholders of Nacht Participaes celebrated a Shareholders Agreement, on February 11,
2011, date prior to its capital reduction and thus including all of its former shareholders. The capital
reduction and the execution of the Shareholders Agreement have not led to any change in management
structure or in control of the company, which continues to be owned by the Familia Nacht (Nacht Family),
in the same proportion of 39% detained earlier. Additionally, this operation did not involve change in
number of shares or in the value of total capital of the Company.

Dissolution of Jeroboam Investments LLC

On March 14, 2012, occured the transfer of all common shares, book-entry shares, with no par value
issued by Mills held by Jeroboam Investments LLC (Jeroboam) for Snow Petrel, due to the dissolution and
consequent extinction of its wholly owned subsidiary Jeroboam. Therefore, Snow Petrel came to hold
19,233,281 shares of Mills, representing 15.3% of its capital stock on that date.

As a result of the transfer, Snow Petrel succeeded Jeroboam as part of Shareholders Agreement of Nacht
Participaes S.A., celebrated on February 11, 2011. The dissolution of Jeroboam and the corresponding
transfer of shares issued by Mills did not result in any change in the administrative structure or the control
of the Company, once Snow Petrel, as was Jeroboam until its extinction, is controlled by Sr. Nicolas
Nacht. Additionally, this operation does not involve change in the number of shares or in the value of thee
capital of the Company.

Capital Reduction of Nacht Participaes S.A.

In October 2012, Nacht Participaes S.A. (Nacht Participaes) reduced its capital through the transfer of
all shares issued by Mills held by Nacht Participaes to its shareholders, with the transaction completed
on December 28, 2012.

As a result of such transfer, the shareholders Andres Cristian Nacht and his family members, held directly,
27,421,713 common nominative shares with no par value, issued by Mills, representing 21.7% of Mills
capital.

Neither the capital reduction, nor the related transfer of the shares issued by Mills, resulted in any change
of Mills' corporate control, which, before the capital reduction, was formerly exercised jointly, by Nacht
Participaes, by its shareholders and by Snow Petrel S.L., and, after the capital reduction, are now
exercised by Nacht Participaes' shareholders jointly with Snow Petrel S.L. Such shares remains
encumbered and subject to the terms of the "Shareholders Agreement of Nacht Participaes S.A.",
executed on February 11, 2011, as amended, which also applies to Mills.

Primary offering and secondary distribution of shares




54
The Company with some of its shareholders promoted primary public offering of 37,037,037 shares issued
by the Company and secondary public offering of 14,814,815 shares held by selling shareholders. The
Offer Shares have been traded on the Novo Mercado segment of BM&FBOVESPA since April 16, 2010.

On May 14, 2010, the leading coordinator of the public offer fully exercised the option of placing
additional 7,777,777 common shares owned by certain selling shareholders. The shares subject to such
allotment will be traded on the Novo Mercado segment of BM&FBOVESPA on May 19, 2010. There was no
increase in the capital of the Company due to the exercise of the over-allotment option.

Acquisition of 25% of Rohr

In January 2011, the Company entered into a purchase and sale agreement to acquire 25.0% of the
voting and total capital of Rohr, company specializing in access engineering and the provision of
construction solutions, for R$90.0 million. With this strategic acquisition, the Company, expands its
exposure to the sectors it serves, mainly in infrastructure and oil & gas industry. In September 2011,
there was na increase in the stake held in Rohr to 27.5%, resulting from the repurchase by Rohr of 9% of
its shares held as treasury stock.

Acquisition of 100% of GP Sul

In May 2011, the Company entered into a purchase and sales agreement to acquire 100% of the voting
and total capital stock of GP Sul, one of the largest players in the suspended scaffold rental market to
residential and commercial construction in the state of Rio Grande do Sul, for R$ 5.5 million. This strategic
acquisition enable the Company to become the leader in the suspended scaffold rental market in the state
of Rio Grande do Sul and expanded its exposure to the residential and commercial construction market in
the South region, in line with the geographic expansion plan of Jahu Residential and Commercial
Construction business segment.
On August 1st, 2011, was approved, in Extraordinary Shareholders Meeting, the merger of GP Sul by the
Company, in the Protocol and Justification terms, without a capital increase and without the issuance of
new shares. The objectives of the merger were (i) optimize and centralize the activities developed by GP
Sul in the Companys management, therefore, retionalizing the operations and consequently reducing
costs; and (ii) take advantage of the tax benefit resulting from the amortization of R$ 4.7 million
generated in its acquisition of at least five years, as from the 2011 fiscal year.

Increase of the Companys Capital

On July 27th, 2011 was approved, in Board of Directors Meeting, the increase of the Companys capital,
totalizing on the amount of R$1,548,424.09, due to the exercise of stock option, according to the
Companys Stock Option Plan (1/2010), archived in the Companys headquarters ("Programa de Outorga
de Opes").There was issuance of 128,287 new common stocks.

On September 23th, 2011 was approved, in Board of Directors Meeting, the increase of the Companys
capital, totalizing on the amount of R$124,637.58, due to the exercise of Companys Special TopMills Plan
(Plano Especial Top Mills) ans Companys Special Mills Plan (Plano Especial Mills). There was issuance
of 66,626 new common stocks.

On October 24th, 2011 was approved, in the Board of Directors Meeting, the increase of the Companys
capital stock, totalizing on the amount of R$790,329.68, due to the exercise of stock option, according to
the Companys Stock Option Plan, archived in the Companys headquarters ("Programa de Outorga de
Opes- Programa de Outorga de Opes 1/2010"). There was issuance of 65,642 new common stocks.

On January 24th, 2012 was approved, in the Board of Directors Meeting, the increase of the Companys
capital stock, totalizing on the amount of R$398,490.09, due to the exercise of stock option, according to



55
the Companys Stock Option Plan, archived in the Companys headquarters ("Programa de Outorga de
Opes- Programa de Outorga de Opes 1/2010"). There was issuance of 32,583 new common stocks.

On February 28th, 2012 was approved, in the Board of Directors Meeting, the increase of the Companys
capital stock, totalizing on the amount of R$4,227.33 due to the exercise of stock option, according to the
Companys Stock Option Plan, archived in the Companys headquarters ("Programa de Outorga de
Opes- Programa de Outorga de Opes 1/2010"). There was issuance of 339 new common stocks.

On April 2nd, 2012 was approved, in the Board of Directors Meeting, the increase of the Companys
capital stock, totalizing on the amount of R$112,171.78 due to the exercise of stock option, according to
the Companys Stock Option Plan, archived in the Companys headquarters ("Programa de Outorga de
Opes- Plano Especial TopMills "). There was issuance of 47.131 new common stocks.

On April 24, 2012 was approved, in the Board of Directors Meeting, the increase of the Companys capital
stock, totalizing on the amount of R$4,613,384.16 due to the exercise of stock option, according to the
Companys Stock Option Plan, archived in the Companys headquarters ("Programa de Outorga de
Opes- Programa de Outorga de Opes 1/2010"). There was issuance of 371.448 new common stocks.

Also on April 24, 2012 was approved, in the Board of Directors Meeting, the increase of the Companys
capital stock, totalizing on the amount of R$892,862.10 due to the exercise of stock option, according to
the Companys Stock Option Plan, archived in the Companys headquarters ("Programa de Outorga de
Opes- Programa de Outorga de Opes 1/2011"). There was issuance of 44.421 new common stocks.

On July 2nd, 2012 was approved, in the Board of Directors Meeting, the increase of the Companys
capital stock, totalizing on the amount of R$31,276.80 due to the exercise of stock option, according to
the Companys Stock Option Plan, archived in the Companys headquarters ("Programa de Outorga de
Opes - Plano Especial TopMills). There was issuance of 13,032 new common stocks.

On August 9, 2012 was approved, in the Board of Directors Meeting, the increase of the Companys
capital stock, totalizing on the amount of R$886,108.00 due to the exercise of stock option, according to
the Companys Stock Option Plan, archived in the Companys headquarters ("Programa de Outorga de
Opes - Programa de Outorga de Opes 1/2010"). There was issuance of 70,550 new common stocks.

Also on August 9 , 2012 was approved, in the Board of Directors Meeting, the increase of the Companys
capital stock, totalizing on the amount of R$20,000.00 due to the exercise of stock option, according to
the Companys Stock Option Plan, archived in the Companys headquarters ("Programa de Outorga de
Opes - Programa de Outorga de Opes 1/2011"). There was issuance of 1,600 new common stocks.

Also on August 9, 2012 was approved, in the Board of Directors Meeting, the increase of the Companys
capital stock, totalizing on the amount of R$1,633,370.82 due to the exercise of stock option, according to
the Companys Stock Option Plan, archived in the Companys headquarters ("Programa de Outorga de
Opes - Programa de Outorga de Opes 1/2011"). There was issuance of 80,422 new common stocks.

On November 12, 2012 was approved, in the Board of Directors Meeting, the increase of the Companys
capital stock, totalizing on the amount of R$ 463,838.37 due to the exercise of stock option, according to
the Companys Stock Option Plan, archived in the Companys headquarters ("Programa de Outorga de
Opes - Programa de Outorga de Opes 1/2010"). There was issuance of 37,029 new common stocks.

Also on November 12, 2012 was approved, in the Board of Directors Meeting, the increase of the
Companys capital stock, totalizing on the amount of R$982,280.40 due to the exercise of stock option,
according to the Companys Stock Option Plan, archived in the Companys headquarters ("Programa de
Outorga de Opes - Programa de Outorga de Opes 1/2011"). There was issuance of 48,151 new
common stocks.



56

On February 8, 2013 was approved, in the Board of Directors Meeting, the increase of the Companys
capital stock, totalizing on the amount of R$ 45,314.00 due to the exercise of stock option, according to
the Companys Stock Option Plan, archived in the Companys headquarters ("Programa de Outorga de
Opes - Programa de Outorga de Opes 1/2010"). There was issuance of 3,650 new common stocks.

Also on February 8, 2013 was approved, in the Board of Directors Meeting, the increase of the Companys
capital stock, totalizing on the amount of R R$1,819,309.96 due to the exercise of stock option, according
to the Companys Stock Option Plan, archived in the Companys headquarters ("Programa de Outorga de
Opes - Programa de Outorga de Opes 1/2011"). There was issuance of 88,574 new common stocks.

On April 10, 2013 was approved, in the Board of Directors Meeting, the increase of the Companys capital
stock, totalizing on the amount of R$ 169,264.59 due to the exercise of stock option, according to the
Companys Stock Option Plan, archived in the Companys headquarters (Plano Especial TopMills). There
was issuance of 66,903 new common stocks.

On May 9, 2013, was approved, in the Board of Directors Meeting, the increase of the Companys capital
stock, totalizing on the amount of R$ 2,973,204.90 due to the exercise of stock option, according to the
Companys Stock Option Plan, archived in the Companys headquarters (Programa de Outorga de Opes
1/2010). There was issuance of 230,481 new common stocks.

On May 9, 2013, was also approved, in the Board of Directors Meeting, the increase of the Companys
capital stock, totalizing on the amount of R$ 2,919,849.05 due to the exercise of stock option, according
to the Companys Stock Option Plan, archived in the Companys headquarters (Programa de Outorga de
Opes 1/2011). There was issuance of 138,185 new common stocks.

On May 9, 2013, was also approved, in the Board of Directors Meeting, the increase of the Companys
capital stock, totalizing on the amount of R$ 143,307.36 due to the exercise of stock option, according to
the Companys Stock Option Plan, archived in the Companys headquarters (Programa de Outorga de
Opes 1/2012). There was issuance of 24,372 new common stocks.

On May 9, 2013, was also approved, in the Board of Directors Meeting, the increase of the Companys
capital stock, totalizing on the amount of R$ 3,072,963.25 due to the exercise of stock option, according
to the Companys Stock Option Plan, archived in the Companys headquarters (Programa de Outorga de
Opes 1/2012). There was issuance of 153,265 new common stocks.

On May 22, 2013, was approved, in the Board of Directors Meeting, the increase of the Companys capital
stock, totalizing on the amount of R$39,555.60 due to the exercise of stock option, according to the
Companys Stock Option Plan, archived in the Companys headquarters (Plano Especial TopMills). There
was issuance of 15,512 new common stocks.
On August 15, 2013, was approved, in the Board of Directors Meeting, the increase of the Companys
capital stock, totalizing on the amount of R$1,298,869.95 due to the exercise of stock option, according to
the Companys Stock Option Plan, archived in the Companys headquarters (Programa de Outorga de
Opes 1/2010). There was issuance of 101,395 new common stocks.

On August 15, 2013, was also approved, in the Board of Directors Meeting, the increase of the
Companys capital stock, totalizing on the amount of R$1,180,587.20 due to the exercise of stock option,
according to the Companys Stock Option Plan, archived in the Companys headquarters (Programa de
Outorga de Opes 1/2011). There was issuance of 55,952 new common stocks.

On August 15, 2013, was also approved, in the Board of Directors Meeting, the increase of the
Companys capital stock, totalizing on the amount of R$41,029.52 due to the exercise of stock option,



57
according to the Companys Stock Option Plan, archived in the Companys headquarters (Programa de
Outorga de Opes 1/2012). There was issuance of 7,148 new common stocks.

On August 15, 2013, was also approved, in the Board of Directors Meeting, the increase of the
Companys capital stock, totalizing on the amount of R$586,700.00 due to the exercise of stock option,
according to the Companys Stock Option Plan, archived in the Companys headquarters (Programa de
Outorga de Opes 1/2012). There was issuance of 29,335 new common stocks.

On November 1, 2013, was approved, in the Board of Directors Meeting, the increase of the Companys
capital stock, totalizing on the amount of R$109,892.16 due to the exercise of stock option, according to
the Companys Stock Option Plan, archived in the Companys headquarters (Programa de Outorga de
Opes 1/2011). There was issuance of 5,152 new common stocks.

On November 1, 2013, was also approved, in the Board of Directors Meeting, the increase of the
Companys capital stock, totalizing on the amount of R$19,117.35 due to the exercise of stock option,
according to the Companys Stock Option Plan, archived in the Companys headquarters (Programa de
Outorga de Opes 1/2012). There was issuance of 945 new common stocks.

On November 14, 2013, was approved, in the Board of Directors Meeting, the increase of the Companys
capital stock, as follows: (i) issuance of 19,086 new common stocks, totalizing on the amount of R$
248,118.00 due to the exercise of stock option, according to the Companys Stock Option Plan, archived in
the Companys headquarters (Programa de Outorga de Opes 1/2010); (ii) issuance of 17,231 new
common stocks, totalizing on the amount of R$ 368,743.40 due to the exercise of stock option, according
to the Companys Stock Option Plan, archived in the Companys headquarters (Programa de Outorga de
Opes 1/2011); (iii) issuance of 1,780 new common stocks, totalizing on the amount of R$ 10,377.40
due to the exercise of stock option, according to the Companys Stock Option Plan, archived in the
Companys headquarters (Programa de Outorga de Opes 1/2012); (iv) issuance of 27,600 new
common stocks, totalizing on the amount of R$ 559,728.00 due to the exercise of stock option, according
to the Companys Stock Option Plan, archived in the Companys headquarters (Programa de Outorga de
Opes 1/2012).

On January 10, 2014, was approved, in the Board of Directors Meeting, the increase of the Companys
capital stock, as follows: (i) issuance of 6 new common stocks, totalizing on the amount of R$ 78.12 due
to the exercise of stock option, according to the Companys Stock Option Plan, archived in the Companys
headquarters (Programa de Outorga de Opes 1/2010); (ii) issuance of 5,772 new common stocks,
totalizing on the amount of R$ 124,155.72 due to the exercise of stock option, according to the
Companys Stock Option Plan, archived in the Companys headquarters (Programa de Outorga de Opes
1/2011); (iii) issuance of 711 new common stocks, totalizing on the amount of R$ 4,095.36 due to the
exercise of stock option, according to the Companys Stock Option Plan, archived in the Companys
headquarters (Programa de Outorga de Opes 1/2012); (iv) issuance of 3,000 new common stocks,
totalizing on the amount of R$ 61,170.00 due to the exercise of stock option, according to the Companys
Stock Option Plan, archived in the Companys headquarters (Programa de Outorga de Opes 1/2012).

On February 5, 2014, was approved, in the Board of Directors Meeting, the increase of the Companys
capital stock, as follows: (i) issuance of 50,174 new common stocks, totalizing on the amount of R$
658,784.62 due to the exercise of stock option, according to the Companys Stock Option Plan, archived in
the Companys headquarters (Programa de Outorga de Opes 1/2010); (ii) issuance of 13,825 new
common stocks, totalizing on the amount of R$ 300,002.50 due to the exercise of stock option, according
to the Companys Stock Option Plan, archived in the Companys headquarters (Programa de Outorga de
Opes 1/2011); (iii) issuance of 3,554 new common stocks, totalizing on the amount of R$ 20,648.74
due to the exercise of stock option, according to the Companys Stock Option Plan, archived in the
Companys headquarters (Programa de Outorga de Opes 1/2012); (iv) issuance of 11,250 new
common stocks, totalizing on the amount of R$ 231,300.00 due to the exercise of stock option, according



58
to the Companys Stock Option Plan, archived in the Companys headquarters (Programa de Outorga de
Opes 1/2012); (v) issuance of 7,710 new common stocks, totalizing on the amount of R$ 52,273.80
due to the exercise of stock option, according to the Companys Stock Option Plan, archived in the
Companys headquarters (Programa de Outorga de Opes 1/2013).

On February 14, 2014, was approved, in the Board of Directors Meeting, the increase of the Companys
capital stock, as follows: (i) issuance of 1,820 new common stocks, totalizing on the amount of R$
23,951.20 due to the exercise of stock option, according to the Companys Stock Option Plan, archived in
the Companys headquarters (Programa de Outorga de Opes 1/2010); (ii) issuance of 3,890 new
common stocks, totalizing on the amount of R$ 84,568.60 due to the exercise of stock option, according
to the Companys Stock Option Plan, archived in the Companys headquarters (Programa de Outorga de
Opes 1/2011); (iii) issuance of 2,800 new common stocks, totalizing on the amount of R$ 57,680.00
due to the exercise of stock option, according to the Companys Stock Option Plan, archived in the
Companys headquarters (Programa de Outorga de Opes 1/2012).

Other Events

On September 23, 2011 was approved, in the Board of Directors Meeting, the removal of 99,140
registered common shares, held in treasury, as a result of the appraisal rights extended to dissenting
shareholders in connection with the resolutions passed at the shareholders meeting held on August 1st,
2011.

On June 21th, 2012 was approved, in the Board of Directors Meeting, the removal of 4,000 registered
common shares, held in treasury, as a result of the appraisal rights extended to dissenting shareholders in
connection with the resolutions passed at the shareholders meeting held on April 20th, 2012.

6.6 Bankruptcy filings based on relevant values, or judicial or extrajudicial recovery of the
Company

Not applicable.

6.7 Other information that the Company deems relevant

There is no further relevant information about this item "6.



59






















7. COMPANYS ACTIVITIES



60
7.1 Summary of Company and Subsidiary activities

The Company holds as purpose: (a) the rental, commercial intermediation and sale, with or without
assembly, of mobile goods of its own manufacturing or acquired from third-parties, comprising forms,
shoring, scaffolding, pressurized dwellings, floors, structures and similar equipment, steel, aluminum,
metal, plastic and wood, as well as its parts, components, accessories and raw materials; (b) the rental,
with or without an operator, commercial intermediation and sale of aerial work platforms and telescopic
handlers, personnel training for the respective equipments operation, maintenance and technical
assistance of its own equipment or third-party; (c) import and export of the above described goods,
including its parts, components and raw materials; (d) the provision of painting, blasting, thermal
insulation, surface treatment, passive protection against fires, cargo movement, boiler, refractory,
inspection and nondestructive testing, including the access by rope used by the industrial climbers and
other equipment and services inherent to such activities, as wll as manufacturing, assembly and
marketing of proprietary products for such activities; (e) consulting and sale of engineering projects; (f)
roofing construction in structured tent with closing a plastic or similar; (g) low voltage electrical
installations; and (h) participation as a shareholder or partner in other companies or corporations.
According to information released in 2011 by the magazine "O Empreiteiro" and by the IRN - 100
(International Rental News) publication, the Company believes to be one of the specialty engineering
services company and the largest provider of temporary concrete formwork and tubular structures and
motorized access equipment for the Brazilian market. The Company also serves the industrial services
market (access, industrial painting and thermal insulation) being one of the major players in this market.
The Company offers its clients specialized engineering services, providing differentiated solutions, skilled
labor and equipment that are essential to large infrastructure projects, residential and commercial
construction and industrial maintenance and installation. Customized engineering solutions include
planning, design and implementation of the temporary structures for civil construction (such as concrete
forms, shoring and scaffolding), industrial services (such as access, painting and thermal insulation for
construction and maintenance of industrial sites) and motorized access equipments (such as aerial
platforms and telescopic handlers), as well as technical assistance and skilled labor.
During 60 years of history, the Company has developed relationships with most of the largest and most
active Brazilian companies in heavy construction, residential and commercial construction and industry
sector. Additionally, as the services were provided on a consistent, timely, reliable, and quality manner,
observing the high safety standards, the Company acquired a strong reputation, as certified by the "O
Empreiteiro" magazine published in 2012, that qualified it as one of the leading companies in providing
specialized engineering services in Brazil.

The Company believes that the sectors in which it operates will have a strong growth in the coming years
due, among other things, (i) the favorable macroeconomic fundamentals and the increasing availability of
credit in Brazil, (ii) the significant investment in infrastructure projects, including the governments new
Logistics Investment Program, (iii) to the Federal Governments low-income home building program
(Minha Casa, Minha Vida), with on the amount of R$278 billion in 2011, included in PAC, (iv) to the
investments needed for the World Cup of 2014 and the 2016 Olympics Games, estimated in R$ 47 billion
until 2014, according to the Minister of Sport; and (v) the need for significant investment in various
sectors of the Brazilian industries, including oil and gas and petrochemical. According to the provided data
from the BNDES, are estimated in public and private investments in the period from 2013 to 2016 on the
value of R$ 1.5 trillion, of which R$ 1 trillion in the industry and R$ 489 billion in infrastructure in Brazil.
The services are offered by four business segments: (i) Heavy Construction Business segment (heavy
construction, large-sized, such as infrastructure), (ii) Jahu Business segment (residential and commercial
construction), (iii) Industrial Services Business segment (industrial maintenance and installation), and (iv)
Rental Business segment (rental of motorized access equipments).

(Amounts in thousands of R$) Year ended December 31



61
2010 2011 2012
Heavy Construction
Net revenue 154,270 131,638 174,059
EBITDA 73,573 57,821 84,365
EBITDA margin 47.7% 43.9% 48.5%
Net income 39,882 20,064 36,014
Net margin 25.9% 15.2% 20.7%

Industrial Services
Net revenue 195,396 214,783 213,800
EBITDA 26,120 20,728 19,410
EBITDA margin 13.4% 9.7% 9.1%
Net income 12,569 3,205 1,225
Net margin 6.4% 1.5% 0.6%

Jahu
Net revenue 105,151 155,761 237,955
EBITDA 43,874 65,978 113,472
EBITDA margin 41.7% 42.4% 47.7%
Net income 26,041 28,188 49,289
Net margin 24.8% 18.1% 20,7%

Rental
Net revenue 95,067 175,410 253,460
EBITDA 50,956 93,629 141,256
EBITDA margin 53.6% 53.4% 55.7%
Net income 24,791 39,374 61,774
Net margin 26.1% 22.4% 24.4%
EBITDA EBITDA is a non-accounting measurement prepared by the Company in accordance with CVM Instruction 527/2012, when
applicable. The calculation of the EBITDA consists of our operating results before financial expenses, from the depreciation and
goodwill. The EBITDA is not a Brazilian, IFRS or US GAAP measure, have no standardized meaning and our definition may not be
comparable to that used by other companies. The Company uses the EBITDA to measure its performance. The EBITDA should not
be considered as alternatives to net income, as an indicator of our operating performance, or as alternatives to cash flow as an
indicator of liquidity or debt payment capability.

Heavy Construction
The Company estimates, according to data published by the O Empreiteiro magazine in 2012, that its
Heavy Construction business segment is Brazils leading provider of specialty engineering solutions and
equipment in revenue. In this segment, the Companys focus is directed to large engineering projects,
including infrastructure projects toward the logistics sectors (specially railways, underground urban
networks, highways, airports, ports and shipyards), social and urban infrastructure (including sanitation
networks) and energy (primarily regarding hydroelectric, thermoelectric and nuclear plants), besides the
industrial and large building construction projects. Such projects are characterized by long-term (usually
over one year), usually developed by the major construction companies in Brazil.
The Heavy Construction business segment offers its clients specific and customized engineering solutions
for every type of construction, considering all the peculiarities and specificities inherent to the location and
complexity of the construction works, with the objective of facilitating the project execution, ensuring
safety, cost, speed and schedule compliance optimization. In many situations, due to its vast experience,
the Company is looked for by its clients to participate in preliminary studies that will provide structuring
for its proposals in the biddings for the construction of large engineering projects.
The Company offers to the clients of the Heavy Construction business segment customized engineering
solutions according to the specific characteristics of each project, the peculiarities of the construction or
development location, and the complexity of the work to be undertaken, which the Company believes
helps to facilitate execution and reduce costs. Given the Companys extensive experience in the sectors in
which the Heavy Construction business segment operates, at the request of its clients the Company often
participates in the initial studies to help prepare bidding proposals for large engineering projects.



62
The Company believes that its main competitive advantages are its expertise, agility, reliability, quality
and safety standards, as well as its ability to provide equipment on a large scale, factors that contribute to
the reduction of overall duration and costs from its clients projects. The Company
provides services
throughout the Brazilian territory and also in international projects from its customers, providing high value
service and providing equipment.
The Company has a history of long-standing relationships with almost
all of the largest and best-known companies in the construction sector, including Construtora Norberto
Odebrecht S.A., Camargo Corra S.A., Andrade Gutierrez S.A., Construtora OAS Ltd. and Construtora
Queiroz Galvo S.A., and many others.

The Companys extensive track record includes participation on several of the largest and most important
infrastructure projects in Brazil, such as the construction of the city of Braslia (Brazils capital), the Rio de
Janeiro-Niteri Bridge and the Itaipu hydroelectric plant. More recently, the Company assisted in the
construction of the State of So Paulo Beltway (Rodoanel), the subway systems in the cities of Rio de
Janeiro and So Paulo, the Santos Dumont and Congonhas airports in the cities of Rio de Janeiro and So
Paulo, respectively, the Santo Antnio and Jirau hydroelectric plants in the north of Brazil and the Joo
Havelange Olympic Stadium in the city of Rio de Janeiro. Typical contract terms for this business segment
range from six to 24 months, as the services that the Company provides are critical during an extended
phase of major civil construction projects.

In order to facilitate the implementation of solutions that the Company idealizes, its offered to the clients,
through rental contracts and in some cases sales, a wide range of equipments, including concrete forms
and shoring structures, which include projects and technical studies, technical support and necessary
training for its proper use. Taking into account the specific needs from a particular project, there is
flexibility to hire the manufacture of special shaped equipments for specific construction works.

The Companys clients generally use their own employees to implement the solutions developed by the
Heavy Construction business segment. However, for complex projects or at the request of its clients, the
Company is able provide labor for the assembly and disassembly of its equipment.
As of December 31, 2012, the Heavy Construction Business segment had six operational branches,
located on the states of Rio de Janeiro, So Paulo, Minas Gerais, Bahia, Pernambuco and also on the
Federal District. Two more branches were opened in early 2013, one at Cear and the other at Maranho.
Industrial Services
The Industrial Services business segment is focused on the provision of services to the oil and gas sector,
as well as to the chemical and petrochemical, naval, steel, pulp and paper, and mining industries. The
Industrial Services business segment was established in the 1980s with the recognition that certain
equipment used in its civil construction projects could also be employed to provide access to the
structures and facilities of large industrial plants. At that time, the Company began renting access
equipment, such as scaffolding systems, to carry out maintenance work in industrial plants, rapidly,
expanding its services in the industrial sector to include assembly and disassembly, a sector that the
Company believed could easily exploit in view of its past expertise in civil construction, and in sequence,
it also began offering specialized maintenance services, in particular, industrial painting and thermal
insulation, which started to compete with companies that had regularly rented the Companys access
equipment for these purposes of providing such surface treatment services and helping its clients manage
their costs more effectively as they were able to reduce the number of suppliers contracted for the
provision of such services. This way, the Industrial Services business segment provides the equipment
and also the labor required for the provision of its services, being labor-intensive.
Based on data published on 2012 by the O Empreiteiro magazine, the Company believes to be one of
Brazils major players in providing structures designed to provide access for personnel and materials
during the assembly of equipments and pipes, during the construction of industrial plants, as in the



63
maintenance phase, preventive and corrective. The Company also offers industrial painting services,
surface treatments and thermal insulation.
The Industrial Services Business segment works, generally, together with the industrial contractor or the
plants maintenance department in planning, erecting and dismantling structures, when and where they
are needed, and performing painting and insulation, with own labor, as a way to guarantee the quality
and safety of its execution.

The contracts from the Industrial Services Business segment with its clients are usually long-term, from
one to three years, being able to be renewed at the end of the contracted period. On most cases, this
Business segment is generally paid based on units of finished services or in service levels, such as meters
of erected scaffolding, or square meters of painted or insulated surface, being able to hire on a man-hour
based price.

Currently, the Company provides two types of services:
Maintenance. Most of the revenue from this business segment, 63.5% of net revenue in 2012, are from
maintenance services in existing plants and facilities on a continuous basis, where most contracts have
from one to two years term, which are often successively renewed for equal terms. Additional revenue is
generated by the provision of scheduled maintenance services usually carried out once a year and which
generally require an extended interruption of its clients operations. Because its clients necessarily suffer
losses as a result of any extended interruptions, the Company believes that it has a competitive
advantage based on its proven ability to provide maintenance services quickly and safely, as evidenced by
its high rate of repeat business.
New Plants. The Company also offers services in connection with the assembly of new industrial plants, oil
and gas platforms and vessels, which are often provided as a natural extension of the services rendered
by the Heavy Construction business segment. The revenue generated through the assembly of new
projects and structures represented 36.5% of the total revenue of the Industrial Services business
segment in 2012. The Company expects that future investments in the sectors in which the Industrial
Services business segment operates, in particular the petrochemical and oil and gas sectors, will lead to a
significant increase in revenue generated from assembly services rendered by the Industrial Services
business segment. The Company also seeks to develop long-term relationships with its new plants clients,
with the objective of establishing agreements for the provision of maintenance services.
The Industrial Services business segment is present in the main industrial centers in Brazil. As of
December 31, 2012, this business segment was present through seven branches, in the states of Rio de
Janeiro, So Paulo, Minas Gerais, Bahia, Pernambuco and Rio Grande do Sul, and has a long history of
developing innovative solutions and making on-time or early delivery of projects, including with respect to
deep sea oil platforms.
The Company believes that the Industrial Services business segments clients value its reliability,
consistent quality and award-winning safety performance. These qualifications have yielded high client
renewal rates (80% in 2012), and have allowed us to develop long-lasting relationships with clients such
as the corporate groups Dow do Brasil and Braskem, for whom the Company has worked continually for
up to 16 years. Clients seek the Company for expert, fast and flexible delivery of equipment and highly
skilled installation, as well as in-depth understanding of local needs.
The main sectors served by the Industrial Services business segment are oil and gas, petrochemicals,
steel, paper and pulp, mining, and naval. Oil and gas represented 65.5% of the Industrial Services
Business segments revenue in 2012. The Companys clients include some of the largest industrial groups
in Brazil, such as Braskem, Camargo Corra, Dow do Brasil, Petrobras, Queiroz Galvo, among others.
The Industrial Services business segment has significant synergies with the Heavy Construction business
segment. After the completion of the concrete structures in large industrial projects, such as plants or



64
refineries, its clients often engage the Industrial Services business segment to support the industrial
construction of the plant and subsequently to provide preventive and corrective maintenance.

The Companys commitment to safety, which is reflected in all of its operations, is particularly critical to
the clients from this Business segment, many of which operate according to international safety standards
established by their headquarters. Many of its clients operations involve the use of flammable and toxic
substances. Seeking continuous improvement, along the years, the Industrial Services business segment
has secured several international safety certifications, such as OHSAS 18001, ISO 9001 and ISO 14001.
The Companys commitment to the application of robust safety standards has also been recognized by its
clients, as demonstrated by the following awards: Destaque Petrobrs, Braskem Ouro, TOP Copene,
Prmio Isopol de Segurana, Prmio DOW for 14 consecutive years of providing services without work
loss time injuries, Prmio 5 Estrelas Arcelor Mittal (five star award), Prmio Excelncia na Construo
Bahia (excellency in construction), Prmio Performance SSMA Millennium Cristal , Prmio
Reconhecimento pelos resultados de SSMA in the Braskem unit at Alagoas, Prmio Zero Acidente
Reportvel - Dow.
The Companys strategy for this business segment is to raise its profitability through the identification of
complementary services with higher added value, and, as a consequence, of higher profitability, to offer
its clients, mainly on the offshore market. The investments in the Oil and gas sector in Brazil are the main
growth drivers for this business segment. The 2013 business plan form Petrobras estimates investments
amounting to US$236.7 billion for the period of 2013-2017, of which US$147.5 billion in Exploration and
Production (E&P) in Brazil, seeking to raise production from 2 million bpd (Mbpd) in 2011 to 2.75 Mbpd in
2017, of which 1.0 Mbpd related to the Pr-Sal.
Jahu
While the Heavy Construction Business segment is focused on large engineering and infrastructure
projects, the Jahu Business segment attends, primarily, the residential and commercial construction
contractors, developing projects and providing services of concrete formwork, scaffolding, shoring and
access equipment. The Company also provides engineering services in connection with building
refurbishing and maintenance, primarily through the provision of suspended scaffolding. Inside of this
Business segment's activities, the Company provides planning, project development, technical supervision,
equipment and related services.
With outstanding performance in the sector for over 50 years and being one of the major leaders for ten
years in net revenue terms, Jahu was a recognized company in the residential and commercial
construction market, acquiring an extensive client base along its history. Due to that, as part of its
expansion and diversification strategy, the Company invested, in June 2008, R$60.1 million so that Jahu
could be incorporated in the group, becoming one of the business Business segments. Since then the
Company has been improving Jahus performance by introducing the concrete formwork in the product
portfolio, increasing significantly the equipment inventory, capitalizing on the strong brand name of Mills
and therefore increasing its client base.
The residential and commercial construction sector in Brazil is fragmented. When compared to the Heavy
Construction market, the projects from this business segment, are generally dispersed within cities, are
smaller in size and have shorter durations, being the average contract term of four and a half months.
The recognized reputation on the Brazilian market is a really important factor for the Companys success
in the activities from this business segment. Its main competitive advantage is the extensive presence at
a large number of worksites, which enables it, together with its clients, to analyze the job needs and to
supply the requested services and equipment on demand.
The main clients of this business segment are Brookfield, Construtora OAS S.A., Capital Engenharia Ltda.,
Construcap, Encalso Construes Ltda., Engevix, Kallas Engenharia Ltda., Joo Fortes, Gafisa, Mtodo,
MRV, Odebrecht Realizaes, PDG Realty S.A, Racional, Rossi, Th, Via Engenharia S.A., entre outros.



65
This business segment comprises, on December 31, 2012, 16 operational branches, located in the states
of Amazonas, Bahia, Cear, Distrito Federal, Esprito Santo, Gois, Mato Grosso, Minas Gerais, Rio de
Janeiro, Rio Grande do Sul, So Paulo, Paran and Pernambuco.
Rental
The Company is one of the largest providers of motorized access equipment, in Brazil, supplying aerial
work platforms and telescopic handlers, to lift people and cargo to considerable heights, based on data
published in the O Empreiteiro magazine in 2012. The equipment enables safe, fast, versatile and
precise access for professionals to perform tasks safely and efficiently at heights from two to 48 meters.
The handlers allows materials weighing up to 4,500 kg to be lifted, transported and delivered to heights
of over 17 meters, at a job site or within an industrial plant.

The Rental business segment serves the same sectors as the other business segments, such as heavy or
residential and commercial construction and industrial construction and maintenance, as well as other
economic sectors, as the automotive, retail and logistics sectors, among others. Therefore, its client base
is diverse, including clients from the other business segments, such as Camargo Corra S.A., Construtora
OAS Ltd., Construtora Norberto Odebrecht S.A., Construtora Queiroz Galvo S.A., UTC Engenharia S.A.
and etc. Generally, the Company rents equipment on a monthly basis, being the average contract length
from two to three months, although 18-month or even longer contracts.
The Company introduced the large-scale use in Brazil of motorized access equipment specific for height
purposes in 1997, when it entered into a joint venture agreement with the American company JLG
Industries Inc., world leader in access equipment manufacturing, to rent aerial platforms and telescopic
handlers, the first joint venture in JLGs history.
In 1999, the Company introduced the large-scale use of telescopic handlers in the Brazilian market. This
motorized equipment can be used to transport loads to various heights and replaces a number of other
pieces of equipment traditionally used at construction sites, such as cranes, munck trucks and service lifts,
among other equipment. In 2001, Sullair, an Argentine equipment rental company, replaced JLG as the
Companys partner. In 2003, due to unfavorable market conditions in Brazil and the lack of capital
necessary to carry out essential investments, the Company suspended its equipment rental operations
and transferred the joint venture to Sullair.
In December 2007, as part of its diversification strategy and based on favorable market and credit
conditions, the Company established its Rental business segment and began renting aerial platforms and
telescopic handlers again.
According to the Companys estimates, based on data of 2011 from Terex and Brazilian import statistic of
2011, there are currently 13,812 aerial platforms and 1,965 telescopic handlers in Brazil. In comparison,
614,000 aerial platforms and 175,000 telescopic handlers are available in the United States based on data
provided by Yengst Associates. The Company believes that this gap, together with the current favorable
economic conditions in Brazil, indicates that this rental market is incipient in Brazil, offering significant
opportunities for expansion in the segment. The Company believes that its scale, specific industrial sector
expertise, reliability and safety record have been the primary factors driving the growth of the Rental
business segment since the beginning of its activities in 2008.
In addition, the Company may benefit from the introduction of stricter technical norms and procedures, in
particular with respect to safety regulations for work performed at significant heights or in areas that are
difficult to access. Among other provisions, Regulatory Norm 18 establishes that workers must be lifted
with the use of motorized access equipment, rather than manual equipment, which has resulted in an
expansion of the potential market for rental of its equipment. The Company believes that the long-term
outlook for the Rental business segment is strong as a result of favorable macroeconomic conditions in
Brazil, including exchange rate stability, considerable infrastructure construction investments under the
Brazilian governments PAC program, the Brazilian governments low income housing program and the



66
overall growth of the real estate industry in Brazil, anticipated industrial plant expansions (including major
investments in the oil and gas sector), investments related to the 2014 FIFA World Cup and 2016 Olympic
Games, and the multitude of other projects that will require safe working conditions at elevated heights.
With the Equipment Rental business segment, the Company win in 2012 the Rental Company of the Year
award at the annual IAPA Awards, which is considered to be the Oscars equivalent in this business
segment.
As of December 31, 2012, the Equipment Rental business segment was present through 17 operational
branches, in the states of Bahia, Cear, Esprito Santo, Maranho, Minas Gerais, Par, Paran,
Pernambuco, Rio de Janeiro, Rio Grande do Sul and So Paulo. In the beginning of 2013 one new branch
was opened in Rio Grande do Norte.
7.2 Regarding each operational segment(s) disclosed in the consolidated financial
statements for the past fiscal years

a. Commercialized products e services

Heavy Construction

Offered Equipment
The main equipment offered by the Company to the clients of the Heavy Construction business segment
includes:
Steel Shoring Equipment. The primary shoring equipment the Company provides are Millstour
shoring posts, a versatile system capable of supporting loads ranging from 24 to over 156 tons
per post, depending on the configuration. In accordance with the Companys market perception,
its shoring equipment is considered the most flexible and versatile shoring system in Brazil. This
system provides for ease of assembly with its heaviest component parts weighing less than 13
kilograms. Each shoring post has an automatic locking element and can support loads of up to six
tons. Load-bearing capacity may be doubled or even tripled with the use of connecting trusses. In
addition, these telescopic shoring posts are fully adjustable to meet nearly any height
requirement and may be used in multiple applications. Millstour is typically used in the
construction of bridges, viaducts and dams, as well as in large-scale industrial projects.

Shoring Aluminium. The main equipment used is the Alu-Mills, a system of aluminum shoring with
load capacity up to 14 tons, which can be connected by trusses forming isolated towers of
different heights. This system also allows total displacement of the joint without the need for
disassembly also bringing significant labor savings. Compared to the shoring post systems or
conventional steel shoring, this system is the one with the lightest weight / resistance ratio, being
up to 2.5x lighter, saving very much in the amount of equipment deployed in the works. The Alu-
Mills can be used in buildings and even heavy construction works reaching a wide range of
application.
Trusses. The Aspen Launching Truss is a motorized horizontal truss able to transport and position
precast beams weighing up to 140 tons and spanning up to 45 meters. This truss may be used
during all stages of a construction project, from the delivery of the beams at the construction site
to positioning the beams on permanent supports. The truss may also be used to launch braces for
the construction of viaducts with a high degree of safety and minimum labor. No additional
equipment is required to launch such braces, as the Aspen Launching Truss also transports the
supports, stands and other accessories required for launching such braces. Moreover, the truss
may be operated at inclines as steep as 6% without additional components and without any
deterioration in its load-bearing capacity. The Aspen Launching Truss is typically used in the



67
construction of bridges, viaducts and industrial structures. The M150 Truss is a horizontal heavy
duty truss used for laying concrete. The Company believes that the M150 Truss has the highest
load-bearing capacity among similar products in the market, while remaining as light as
conventional trusses. The M150 can bear positive stress of 150 tons per meter and negative
stress of 100 tons per meter, thus requiring fewer modules than for conventional trusses and less
movement of materials, which reduces costs for labor and secondary equipment. The Company
believe that the M150 Truss is the only truss available in the market which is able to absorb
negative stress and which includes a curvature adjustment mechanism. The lower rail supports
the truss via an exclusive connecting post, eliminating the need for additional supports. The
Companys Truss can be operated either with the use of supporting structures, or through the
even distribution of weight, providing it with the capacity to be operated at significant heights
over great spans.

Balanced Cantilevers. Balanced Cantilevers are used to build bridges and overpasses under
conditions where the constructive approach does not allow for shoring directly from the ground,
when there is a need to implement large spans, and when work has to be carried out without
interrupting the traffic on urban roads. The principle behind the Balanced Cantilever is the use of
specific equipment (Mills' metal trusses and profiles) implementing portions of the superstructure
"hanging" right on the transversal section (staves) that go on swings, from the pillars, stave to
stave, until the entire span has been completed. The trusses are always anchored on the
previous, already prestressed staves, and all forces coming from the concrete are transferred to
and then supported by them.
Reusable metallic formowrk systems: The formworks are used as molds for concrete. There are
two different formworks: vertical walls and pillars and horizontal beams and slabs for such as: SL
2000, ALU-L, ALUMA, TOP MILLS, climbing, automatic climbing and special.
SL 2000: Using the German NOE technology, and with easy application and handling as its main
feature, the 2000 SL formwork system allows a single worker to assemble and disassemble the
panels.
It was designed especially for work for which there is no equipment available, such as cranes and
hoists. It consists of panels made of steel and coated with a plasticized 12-mm plywood plate that
can withstand concrete pouring pressures of up to 55 KN/sq.m.
The SL 2000 formwork panel is light, 33 kgf/sq.m, and affords quick and easy assembly (few
components) in any situation and on any surface. It also allows any geometry to be formed,
whether rectangular or circular, with varying heights and radii. It is ideal for blocks and straps,
adjustment layers, gutters, beam sides and for pillars and walls.
The SL 2000 supersedes any conventional formwork of the same nature and can be used even for
the simplest concrete tasks, cutting labor costs by up to 70% compared to conventional
formwork.
Top Mills: The Top Mills system consists of industrialized panels, made in steel and coated with a
21-mm plywood plate specially designed to withstand concrete pressures of up to 80 KN/sq.m. It
is ideal for broad area formwork and is very efficient not only for use with reservoir walls,
powerhouses and spillways, elevator shafts and stairwells, but also to build large pillars. Panel
modulation is smart and allows one to form a large variety of heights and widths, significantly
reducing the use of wood and conventional formwork complements and, thus, allowing for
excellent concrete surface finishing. With Top Mills, no complement needs to be larger than 15
cm. The panels are interconnected by means of staples and may be transported to the next stage
of the work in isolation or coupled to form a rigid assembly providing a reduction of up to a third
of the time in the concrete pouring cyclic. Formwork assembly takes place at a rate of 0.22
Mh/sq.m, while the disassembly rate is 0.11 Mh/sq.m.



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ALU-L: ALU-L is an aluminum formwork system manufactured in Brazil using the cutting-edge
German NOE technology. It is a large-area formwork panel system made with special aluminum
profiles and coated with a 15-mm high-resistance plasticized plywood plate that can withstand
concrete pouring pressures of up to 60 KN/sq.m, affording excellent concrete finishing. It is self-
alignable and ideal for application on large wall formwork, whether in reservoirs, canals, galleries,
cooling towers, rectangular silos or any other structure that has large concrete pouring sides and
repetitive formwork cycles. It is also used as a formwork solution for pillars. This formwork
system was developed for work that requires large cranes or hoists, but it can also be used
manually. The lightweight panels (average weight = 20 kg/sq.m) can be handled individually or
joined to form a single panel measuring up to 30 sq.m, and then transported to the next concrete
pouring stage. The large panels that are put together, as long as they are assembled at the
application site, do not require full support from the hoist, which can be used to tend to other
needs at the construction site. Hoist support is only required when the panels are positioned
and/or transported. This affords great savings, not only in assembly and disassembly (0.17
Mh/sq.m - assembly and 0.08 Mh/sq.m), but also in machine usage time, freeing them for other
activities at the site. ALU-L can also form circular walls using the same accessories as SL 2000. It
is also compatible with the SL 2000 formwork system and it is possible to join panels from both of
these two systems using joining clamps
Aluma System: The Aluma Formwork System comprises broad area panels made with highly
resistant aluminum beams and headers that afford the work multiple applications in several
geometries: walls, pillars, galleries, tunnels and slabs. Its lightweight components allow broad
panels to be built in any dimension with little weight (40 kg/sq.m), high load capacity and easy
assembly, doing away with the need for specialized labor and allowing for excellent productivity.
Its aluminum beams and headers have high impact absorption capacities, performing three times
better than steel. The advantage of aluminum, combined with the best weight/strength ratio
afforded by the Aluma panels, is that it allows for greater flexibility in projects that require speed.
It is necessary to use a machine to operate the panels.
Climbing Formwork System: The Mills Climbing System was conceived to address the challenge of
very high walls and pillars, having been designed for vertical concrete structures where a single
concrete pouring operation is not feasible. It should be applied, preferably, in similar and
repetitive stages, although this is not essential. Its application is recommended for special
industrial building structures, bridges and overpass pillars and, especially, hydroelectric power
plants. It can also be used to build elevator boxes and stairwells and for blind gables in residential
and commercial buildings. The basic principle behind the climbing formwork is its reuse in a
subsequent concrete pouring stage, always supported on an anchor made in the previous poured
layer. A first concrete pouring stage is carried out leaving a concrete anchorage point in the
concrete, typically formed by a small steel tail and a positioning cone (recoverable). After the
removal of the formwork, the positioning cone is substituted for a support cone, which will serve
as a support for the next layer. The set will be raised when the concrete has hardened. It is
moved with the aid of the crane. The next stage is raised, formwork and scaffolding both, with no
need for additional scaffolding. It is compatible with all Mills panels: Alu-l, Top Mills and Aluma.
Automatic Climbing Formwork System: Mills' Automatic Climbing Formwork System comprises
metal platforms and form panels that move vertically, driven by a special hydraulic system, with
no need for a crane. The process takes place with maximum safety and the whole set (platforms
and forms) is lifted to the next phase of the work all at once. The Self-climbing System has
advantages over the sliding formwork system: (a) When necessary, the concrete pouring can be
interrupted and then restarted; (b) It allows for labor cost reductions as it does not use
uninterrupted work processes (overtime) and specialized teams; (c) Improved final looks of the
finished concrete, with improved geometric control and greater accuracy; (d) Does not require
special concrete, accelerators and steel frame reinforcements; (e) Greater operating safety.



69

Modular Formwork and Shoring System. The SM Mills modular system is the new formwork and
shoring solution in a single system. This equipment has high load capacity and it is indicated for
complex geometries and can be moved, making the reuse without disassembly possible, with
great labor savings. The SM Mills is formed by the combination of metallic sections, that, when
unified through special connections and combined with aluminum beams, can form a variety of
geometrical formations, attending various types of concrete structures, such as tunnels, galleries,
inclined slabs, suction, diversion and transition tunnels in big hydroelectric plants. The modular
steel composition, in the above described situations, replaces advantageously the traditional
shoring systems made of towers, tubes and clamps, increasing productivity and safety in the
construction site. SM Mills is ideal for repetitive sections, because it allows vertical shoring and
horizontal formwork in a single system, and, with the help of deformation and displacement
equipment it is possible to lower it after the concreting and displace it to the next work phase
without the need for disassembly.
Access Scaffolding. The Company offers a scaffolding system called Elite, which is a tubular
metal tower system that can be assembled into access structures of varying heights and
dimensions. Elite is a simple system composed of only three types of pieces: support posts,
transverse pieces and diagonal supports, manufactured from galvanized steel. Each post can bear
loads of up to three tons. No tools, bolts or screws are required to assemble the scaffolding
system as each part is simply slotted into each other part. On average, a single worker is
generally able to assemble 15 linear meters of scaffolding per hour.
Another access product are the assembled stairs, measuring 2.00 m x 3.30 m, with flat areas
every 1.50 m vertically, railing at heights of 0.70 and 1.20, and measuring 80 cm in working
width. All measurements comply with Standard NR18. Assembly (0.5 m in height/MH) and
disassembly (1.0 m in height/MH) productivity exceeds customer expectations.
Industrial Services

Offered Services and Equipment
The Industrial Services Business segment is divided into project and providing access, thermal insulation
and industrial painting solutions.
Access. The Industrial Services business segment offers engineering solutions, equipment and
labor relating to the provision of access to construction sites, plants and other structures, for the
performance of maintenance and assembly work. Most of the equipment used for this purpose
has been designed by the Company, and the main products adopted in the provision of these
services are the scaffolding systems TuboMills, Elite and Mills Lock. The latter two have slotting
mechanisms and can therefore be assembled without clamps, which results in reduced assembly
time. The platforms for these systems are being transitioned from wood to metal, either steel or
aluminum, due to the longer useful life, higher load-bearing capacity, and slotting mechanisms of
such metal platforms. In addition, the Company offers customized safety products, such as
skirting boards, that help prevent objects from falling. Finally, the Company uses specially
designed ladders and in some cases mechanical lifts for quick movement between levels.
Assembly and Disassembly of Access Equipment. In most cases, the Companys clients require to
assemble the access structures for the provision of maintenance services. The Company provides
continuous technical operation and safety training to its employees for the use of such equipment
specific to the needs of the work to be performed at the plants and facilities of its clients. The
Companys employees use individual safety equipment in compliance with the characteristics of
each workplace during the complete operation in which its equipment is in use, as evidenced by
technical reports prepared by its safety engineers.



70
Industrial Painting. The industrial painting process includes the following stages: (1) evaluation of
the technical treatment needs of each surface, which is performed in partnership with its clients;
(2) use of its equipment or aerial platforms provided by the Rental business segment to access
the surface to be painted (if the Company is unable to access the surface with the use of its
equipment, the Company engages its specialized climbing painters in the performance of the
work); (3) preparation of the surface to be painted, which is a critical stage in the process and
consists of the removal of the existing layer of paint with the use of high pressure water guns (or
other abrasive means complying with national and international technical norms and procedures);
(4) priming of the surface for the application of the new layer of paint and anti-corrosive
treatment; and (5) application of the new layer of paint. The Company also performs industrial
painting operations inside boilers, furnaces and tanks. Environmental concerns have led the
Company to invest heavily in additional employee training for its employees and the progressive
suspension of the use of abrasive chemicals and other materials for paint removal and their
replacement with high pressure water guns. The Company has also adopted new models of
painting chambers that allow the workspace to be completely isolated from the surrounding
environment.
Insulation. The provision of services relating to the removal and replacement of insulation is key
to the operation of companies that work with fluids, due to the high temperatures to which
volatile fluids are exposed while travelling through pipes, ducts and equipment. The Company
uses a special foam for basic insulation and external coating, the characteristics of which differ
according to the type of structure to be insulated. In most cases, the existing insulation cannot be
repaired, requiring the removal of the existing layer of foam and the application of a new layer of
insulation whenever a pipe or similar insulated equipment requires maintenance work.
Mills Habitat. Mills Habitat is an advanced pressurized compartment intended for use in places
where there are special safety requirements for hot work, such as welding, cutting and grinding.
The compartments are generally used in offshore oil production rigs and at petrochemical plants
and terminals. The positive pressure enclosure has proved to be the best solution in terms of cost
and operation for many different applications, such as the installation and modification of support
structures, to repair and service critical equipment, work in oil tanks and on pipe junctions. This
includes meeting the strict QSEH (Quality, Safety, Environment and Health) standards expected
by the world's leading oil and gas enterprises. In addition to the security provided for the
company's employees and facilities, eliminating any risk of explosion, the main benefit afforded by
the equipment is that it allows hot work to be done without shutting down the unit's production,
which on a platform can amount to 180,000 barrels per day. In addition to the European Ex/ATEX
certificate, Mills Habitat is certified by UL-BR, which is accredited by INMETRO, and bears the
SBAC (Brazilian System of Conformity Assessment) seal of conformity identification for use in
potentially explosive atmospheres - Zones 1 and 2. There is no need for power tools or manuals
for installation, just a basic tubular structure to provide anchoring points. Moreover, all
components are light, the heaviest of which weighing in at only 25 kg. There is no waste because
the panels and equipment can be reused.
Jahu

Offered Equipment
The Jahu Business segment offers specialty engineering solutions and equipment, such as
concrete formwork, access and maintenance scaffolding and shoring equipment. The Companys
employees are generally responsible for the development of engineering solutions, as well as for
supervising the use of its equipment, while its clients are usually in charge of the assembly and
disassembly of such equipment. However, for more complex projects, the Company may provide
the labor for the assembly and disassembly of equipment.



71
Steel shoring. The main steel shoring system is the metallic modular towers, formed by the fitting
of braced tubular frames, which allows loads of up to 8 tons per tower. Connecting brackets make
it possible to aggregate additional frames to the tower, increasing its load capacity, and
adjustable shoes and brackets allow the milimetric adjustment of the top and base of the towers,
providing great time reduction not only in the leveling but also in the formwork removal. Metallic
sections complete the system, allowing the perfect union of the slab structure, providing great
savings to the shoring. The shoring and bracing system for of buckets enables form removal
keeping the slab re-shored. It consists of metal guides to support buckets and drop heads on the
heads of the struts for quick formwork removal without strut removal. Re-shoring and
conventional shoring for towers and struts. Greater alignment and ease in positioning of the
buckets. The system provides for the locking of the buckets, preventing them from moving during
the framework assembly, thus increasing safety.
Aluminum shoring. The Aluma Light Flying Table form is a shoring system designed with highly
resistant aluminum trusses conceived to expedite residential and commercial building construction
with large pieces of flagstone, preferably smooth. The major benefit offered by this form is that it
saves labor in operations, as it does not require the shoring to be disassembled and later
reassembled for concrete pouring. We can make these flying tables of up to 80 square meters
fully ready to execute the frames. The set is hoisted by the crane and positioned on the upper
level of the slab, in the case of vertical repetition, or slid forward, in the case of horizontal
repetition. The system is ideal for a short work schedule or for work involving a structural design
that has a lot of repetitions, whether vertical or horizontal, such as large commercial and
residential buildings, shopping centers and industrial facilities. It allows any type of slab to be
made, with or without beams, with higher productivity and with all of the indirect gains resulting
from a reduction in the schedule. Aluma Light Flying Table form is 50% lighter than anything on
the market (only 35 kg/sq.m).
Formwork for concrete in modular reusable panels. The formwork is used as molds for the
concrete. There are two types of formwork: vertical, for walls and pillars, and horizontal, for
beams and slabs, such as: SL 2000 and Mills Deck.
SL 2000: The SL 2000 Formwork was designed to expedite concrete pouring for pillars, curtains,
walls, stairwells or elevators, suspended or buried reservoirs, foundation blocks, beams and walls
in general. It affords increased safety and a substantial reduction in time and labor costs thanks
to its ease of assembly. Design based on technology provided by the German company NOE; Easy
to assemble, disassemble and transport, this framework requires no training or skilled labor, a
fact that affords gains in safety and finish quality; Its use enables a 50 to 70% reduction in labor
compared with conventional wooden formwork; Manufactured under strict quality controls, this
framework allows for superior concrete finishing; Because it is a highly versatile product made in
different dimensions, the SL 2000 Formwork allows for a simple, safe application for assemblers
in any work situation and geometry.
Mills Deck Light. The Mills Deck Light is a system of forms of flat slab formworks for the
residential and commercial segment. Formed by struts, aluminum panels and "dropheads" which
allow the removal of the bottom panels from the slabs keeping them shored, the Deck System
provides the economy of a form set to the builder and also provides more speed to the
construction work.

Easy-set Formwork (used in the government program Minha Casa, Minha Vida). Easy-Set is a
formwork system that was conceived and developed by Aluma Systems Canada for residential,
house and multiple floor building work and withstands pressures of up to 60 KN/sq.m. With the
Easy-Set system, execution time is reduced to less than half compared with the traditional
construction system. It allows for daily concrete pouring cycles, resulting in a home per day.



72
Tubular Scaffolding. Jahus scaffolding, of great tradition in the Brazilian civil construction market,
are present in the daily lives of countless workers in Brazil, which doubtlessly makes for a big
operational advantage un the delevopment of the construction work. With fast and simple
assembly, the scaffolding towers are put together through the fitting of tubular frames, braced by
diagonals embedded in the frames through extremely functional latches. All types of frames used
by the Company are a result of technological and market research, aiming to ensure maximum
safety and versatility upon use. As an example, the access staris are embedded to the tubular
frame, making the workers access easier and contributing to the structural rigidity. They are also
equipped of frames and trusses that makes it ideal for use in urban centers, allowing the
pedestrian to walk freely, without being blocked by the tubular structure.
Suspended Scaffolding. Suspended scaffoling are systems that use steel cables fixed to the
buildings faades. The electric suspended scaffolding is meant for the execution of servies that
require extreme speed and agility without any effort from its user, since it has a powerful engine
and a simplified operation that allows a constant speed of approximately ten meters/minute. The
platforms have a non slip flooring and can be modulated in various lengths with a minimum
configuration of 2 meters and a maximum of 8 meters, and cable lengths that reach up to 150
meters. The Jahu Light Lifter/Puller Cable suspended scaffolding is suitable for work that requires
extreme speed and agility, but not a high load capacity. Using it in painting, wall cleaning and
waterproofing jobs or in facility or external piping renovation speeds the work up.

Mast Climbing Platform. The mast climbing platform, as it is automatic, aloows greater speed in
faade works than traditional scaffolding, also providing much greater safety in its operation.

Rental

Offered Equipment
The Rental Business segment offers aerial platforms, new or semi-used, which allow workers to perform
tasks at different altitudes, and telescopic handlers, which are used to lift loads to varying heights.
Boom Platforms. Offered both telescopic and articulated boom platforms, which provide access to
heights ranging from 2 to 48 meters. Offered with several options, as two or four-wheel, all-
terrain kits, models with a narrow or wide base, and either diesel or electric engines.
Scissor Platforms. Scissor platforms provide an alternative to boom platforms that allow access to
narrow spaces. These platforms have a platform extension sliding system, and are available with
either diesel or silent electric engines. These platforms are available in a number of models which
may be used in various types of terrain and provide access to heights ranging from 6.4 to 18
meters.
Telescopic Handlers. Telescopic handlers are an extremely versatile type of equipment able to lift
loads weighting up to 4,500 kilos to a height of up to 17 meters.
Technical Assistance. To provide support both to rentals and equipment sales, the Company has
highly qualified technical staff trained to deal with the entire line of aerial work platforms and
telehandlers. The staff is constantly trained by equipment manufacturers and take regular
refresher courses through an internal training program. The Company owns a fleet of workshop
vehicles, equipped with the tooling needed to carry out preventive and minor corrective
maintenance , thereby speeding up technical services and ensuring greater equipment availability.

Treinamento IPAF. Mills is the first company to provide training for IPAF Operators and
demonstrators in Brazil, and the second to do so in Latin America. Additionally, it is at the helm of



73
the CBI - the Brazilian Council of the IPAF. One of the main goals of this initiative pioneered by
Mills is to instruct these professionals on the concepts of risk perception/assessment and drive
their ability to ensure the proper and efficient operation of Aerial Work Platforms, increasing
productivity and compliance with standards related to safety at work.
The Company believes that the equipment offered by the Rental business segment can increase
its clients productivity and reduce required time for the accomplishments of certain tasks, as well
as contribute to making their facilities safer.

b. Revenue from the segment and its participation in the Company's net revenues

The table below indicates the net revenue from each of the business segments and its share in the total
net revenue on the indicated periods:

Business segment Fiscal year ended December 31
2010 2011 2012
Net Revenue

% of Total
Net Revenue
Net
Revenue
% of Total
Net Revenue
Net Revenue

% of Total
Net Revenue
(in thousands of R$, except in percentage)
Heavy Construction 154,270 28.1% 131,638 19.4% 174,059 19.8%
Industrial Services 195,396 35.5% 214,783 31.7% 213,800 24.3%
Jahu 105,151 19.1% 155,761 23.0% 237,955 27.1%
Rental 95,067 17.3% 175,410 25.9% 253,460 28.8%
Total 549,884 100% 677,592 100% 879,274 100%

c. Profit or loss resulting from the segment and its participation in the Company's net
income.

The table below indicates the net income from each of the business segments and its share in the total
net income on the indicated periods:

Business segment Fiscal year ended December 31
2010 2011 2012

Net Income

% of Total
Net Income
Net Income

% of Total
Net Income
Net Income

% of Total
Net Income
(in thousands of R$, except in percentage)
Heavy Construction 39,882 38.6% 20,066 21.8% 36,014 23.8%
Industrial Services 12,569 12.2% 3,204 3.5% 1,225 0.8%
Jahu 26,041 25.2% 28,188 30.6% 49,289 32.5%
Rental 24,791 24.0% 39,373 42.7% 61,774 40.8%
Others - - 1,346 1.4% - -
Total 103,283 100% 92,177 100% 151,516 100%

7.3 Products and services that correspond to the operating segments disclosed in
item "7.2

a. Characteristics of the production process

The Company outsources the entire process of production of the equipment used in their operations. See
item 7.3(e) below.
b. Characteristics of the distribution process

The Company rents its equipment and provides their services according to the needs from their clients. As
of December 2012, the Company was present in 14 states with 46 branches.




74


For greater details about our equipment, see item 7.2 above.

c. Characteristics of the markets, in particular:

(i) participation in each market

The Company believes to be Brazils leading provider of specialty engineering solutions and equipment,
such as formwork, shoring and scaffolding, and in the access motorized equipment rental for the for the
Brazilian market, according to the Brazilian magazine O Empreiteiro and the IRN 100 from International
Rental News, both published in 2012. The Company also performs in the industrial services segment
(access equipment, industrial painting and insulation) being one of the major players in this market.
However, there is no public information about the exact market share of the Company and its
competitors.

(ii) competition conditions in the markets
Each of the Companys business segments faces significant competition in the segments in which it
operates. However, the Company believes its ability to offer innovative solutions at competitive prices and
its capacity to meet or beat client deadlines are a significant competitive advantages in the segments in
which it operates. By the Companys understandings, the considerable size and importance of the
Brazilian engineering and construction services market creates numerous business opportunities in the
segments in which it operates, which generally provides incentives for new competitors to try enter the
market.
Heavy Construction
The Company believes that its Heavy Construction Business segment enjoys an established leading
presence in its segments, having as main competitors Doka, Estub, Pashal, Peri, Rohr (in which the
Company is owner of 27.5% of its participation), SH Formas and Ulma.
Industrial Services
The Industrial Services business segment operates in highly competitive market segments. While in the
access segment the Company believes to have solid leadership, in the industrial painting and, in
particular, the insulation market, the Company competes with larger competitors.
The Company believes that the competitive in this sector consists on offering solutions both innovative
and high level of excellence at low cost, building long-term commercial relationships with its clients. The
main competitors in the markets served by the Industrial Services Business segment are Calorisol, Fast,



75
Kaefer IsoBrasil, Mecan, NM Engenharia, RIP, Rohr in which the Company is owner of 27.5% of its
participation), and SH Formas.
Jahu
Since the demand in the residential and commercial construction markets tends to be more constant and
fragmented than demand from the heavy construction market, the Company faces a higher number of
companies, some of them with strong regional operations.
In this market, the ability to reduce construction costs and to provide solutions for reducing execution
time is crucial to attracting new clients and securing participation in new construction projects.
The Company believes that its Jahu business segment is a leader in the residential and commercial
construction market. Despite the lack of public data about the competition, the Company believes that it
has maintained a leading position for the past ten years. The main competitors in this sector are Aliana,
Cofix, Doka, Estub, Jirau, Metax, Pashal, Peri, SF Formas, SH Formas, Tensor and Ulma.
Rental
Due to the participation in a still minor market with great potential for expansion, the Rental Business
segment faces a moderate level of competition when compared to the other business segments.
The Company believes that its Rental Business segment is one of the major providers of motorized access
equipments, aerial platforms and telescopic handlers, both for lifting personnel and cargo to considerable
heights in Brazil. Besides the lack of public information about its competitors, the Company believes that
its main competitors are A Geradora, Bilden, Degraus, Estaf, Locar, Orguel, Solaris and Trimak.
d. Possible seasonality

The demand for the services rendered by the Industrial Services business segment increases significantly
during periods when industries suspend normal operations and use such down-time to carry out
maintenance work. However, suspensions of operations are not concentrated at any particular time of the
year, but rather are determined in accordance with the operational practices adopted by each industry.
The operations of the other three business segments are not affected by seasonality.

e. Key inputs and raw materials: (i) description of the relationships with suppliers,
including whether they are subject to governmental control or regulation, identifying the
bodies and the respective legislation; (ii) potential dependence on few suppliers; and (iii)
possible volatility in their prices

To the Heavy Construction, Industrial Services and Jahu business segments are acquired from habitual
suppliers, the raw material necessary for the manufacture of equipments offered by the Company,
primarily steel and aluminum sheets, which prices paid for such materials are directly impacted by
fluctuations in commodity prices. The Company has a large number of options when choosing its raw
material suppliers and the choice is influenced mainly by the charged price. In the fiscal year ended
December 31, 2012, the main raw material suppliers to the Companys business segments were Indstria
Santa Clara, Araya do Brasil, Solues Usiminas, Alcoa and CBA.
After purchasing the raw materials, the Company outsources the entire manufacturing process to third
parties, as well as subsequent to the assembly. In this manner, all of the equipment manufactured is
done by third-parties. Due to the very high quality standards that are needed from the equipment, the
Company has very careful restricted selected companies to perform the manufacturing which are,
Caldren, Jesiana, and Fundiferro. To catch up with demand, equipment is also imported from China,



76
through criteriously verified suppliers, which must be within the Companys high-quality standards, such
as Kitsen, East Grace and Aluma.
In addition, the Industrial Services business segment occasionally rent equipment from third-parties, in
particular from S Leone and Construservice, and enters into agreements with AGM for the provision of
temporary labor.
Regarding the Equipment Rental division, the aerial platforms and telescopic manipulators used are
acquired from third parties. The criterion that guides the choice of suppliers for these products is based
on its quality and on after-sale services. The main suppliers of finished products are JLG, Terex and
Skyjack, of whom the Company is partially dependent on, due to the small number of suppliers in the
market. Furthermore, parts and motor components are acquired, especially from Cummins, Deutz and
Perkins, in addition to axles from Dana and ZF do Brasil. The Company has made efforts in parts location
and replacement seeking to reduce dependence on the suppliers for these parts, besides obtaining
productivity and cost gains.
Regarding the inputs, industrial paints are regularly acquired and used in the Industrial Services division,
supplied mainly by Akzo Nobel and Renner, besides gasoline and diesel for the motorized equipment in
the Rental division. For the Heavy Construction and Jahu divisions, the companies Madewal and Ecomader
are the main suppliers of hardboards for the maintenance and industrialization of the equipment, with the
plasticized hardboards used to equip the formwork in the aluminum chassis systems (Mills Deck-Light,
Mills Deck and ALU-L), and in the steel chassis systems, (SL 2000 formworks). Still for the industrialization
and maintenance of the equipment, paints and solvents are acquired for the painting of equipment mainly
by the companies Mepco, Solventex and Toulon.
Generally, the agreements with the suppliers are short-term. The charged prices by the suppliers may
experience volatility as a result from the labor prices, and commodities that are used in the equipment
manufacturing, especially steel and aluminum. The Rental Business segments equipment, are impacted
by the exchange rate fluctuations.

7.4 Clients accounted for more than 10% of total net revenues of the Company

In the fiscal years ended December 31, 2012, 2011 and 2010, the Company had no clients accounting for
more than 10% of the total net revenue.

7.5 Relevant effects of state regulation on the Company's activities

a. The need for government authorization to exercise the activities and long-standing
relationships with the government to obtain such permits

There is no specific regulation on the activities that the Company carries. The Company does not need to
obtain permission or license in addition to those required to all commercial companies.

On July 5, 2006, environmental authorities in the state of Rio de Janeiro, the Delegacia de Proteo ao
Meio Ambiente, launched an investigation against the Company for the alleged breach of articles 54 and
60 from the Environmental Crimes Law (Lei de Crimes Ambientais) resulting from the alleged inadequate
disposal of solid and liquid waste. The investigation has not yet been completed, though the Company has
started the necessary works to remedy the irregularities appointed by the authorities and requested the
environmental licenses required for the works carried out at the construction site. For further information
regarding relevant non-confidential judicial, administrative or arbitrary lawsuits, see item 4.3 from this
Reference Form.

The Delegacia de Meio Ambiente e produtos controlados of Osasco initiated the Police inquiry, based on
the Police report dated October 18, 2011, to investigate the alleged practice of crime against the



77
environment, provided for in Article 56 of Law 9.605/98, due to (i) irregularities in the artesian well, (ii)
irregular use and storage of chemicals and (iii) irregular disposal of waste in the Company's subsidiary in
Osasco/SP. The investigation is not complete, but the Company is now taking all measures to search,
verify and correct the deficiencies pointed out, together with the police authority and the environmental
agencies of the State of Sao Paulo.

For more information on the Companys relevant legal, adminstrative or arbitration processes, see item
4.3 in this Reference Form.

b. environmental policy of the Company and costs incurred for compliance with
environmental regulation and, where appropriate, other environmental practices,
including adherence to international standards of environmental protection.

Considering the nature of the Companys activities, it does not adopt environmental policies and
regulations and is not subjected to specific environmental regulations.

The main environmental impacts of the Company regard the maintenance process of its equipment, which
involves, among others, hardboard, paint and lubricant oils. The Company seeks to mitigate the possible
environmental impacts coming from its activities through the survey of the aspects and research of its
proper disposal. As an example, the proper disposal of lubricant oils through separation and disposal in
licensed companies. Investments are alos made in the separation systems of water and oil from the
lubrication and washing of machines.

With the objective of reducing use of oils in the lubrication of its equipment, the Company has invested
expressive resources in docking scaffolding for the industrial environment, which exempts the use of
clamps and bolted connection sleeves, and uses instead a system of fitting wedges, which, other than
dismissing the need for maintenance with lubricant oils, also provide gains in productivity and
competitiveness.

Since early 2003, the Company has invested expressive amounts of resources to gradually replace
wooden scaffolding floors with aluminum ones, that are more durable and environmentally correct, thus
contributing to the reduction of the extraction of trees, helping to raise a greener planet. Beyond that, the
Company has products that reduce environmental impact, especially the new formwork and shoring
systems and the metallic structures, which reduce the use of wood in the construction process.

The Company acts with environmental responsibility when acquiring the wood that will be used in the
execution of its services. All of the wood used in its equipment come from legal sources licensed by the
Brazilian Ministry Of Environment Brazilian Environment and Natural Renewable Resources Institute, and
the Company maintains archived copies of all the legal documentation regarding the origin, transport and
registry of its suppliers, with focus on: (2) DOF Forest Origin Document; (b) CTF Federal Technical
Certificate of Regularity for the use of Natural Resources; and (c) GF3 Forest Guide for the transport of
forest products.

The equipment that is damaged in the construction work, when classified as improper for reuse, are
turned into pieces of smaller sizes or discarded and sent to further recycling. In the discarding, carbon
steel piecesare sent to steel makers and turn into other metallic products; aluminum beams and floors are
sent for reprocessing in plants, returning to the Company in the form of new products with the same
characteristics; and the wooden floors are sent to accredited partners who transform this residue into an
energy source.

c. reliance on patents, trademarks, licenses, concessions, franchises, contracts,
royalties for the development of relevant activities.




78
In case the Company may not use its main brands, Mills and Jahu, or if such brands lose distinctiveness,
the Company may have problems in relationships with their clients to tailor their services and equipments
in the market, which may prevent the development from its activities in a satisfactory condition. The
development from its activities does not dependent on secondary brands, patents, concessions, franchises
and contracts, royalties.

The Company has three contracts of technology transfer pending: (a) exclusive licensing of the
manufacturing of the aluminum shoring system NOEprop, signed with NOE Schaltechnik, annotated at the
brazilian Nation Institute of Industrial Property (INPI), with maturity on April 27, 2016; (b) exclusive
licensing to commercialize modular wall panels lined aluminum and slab formwork system for use with
concrete structures, signed with Aluma Systems INC, annotated at the INPI, with maturity on January 8,
2015; and (c) exclusive and untransferable licensing of the know-how related to the Safehouse system
(pressurized habitat), signed with Safehouse Habitat, with maturity on July 1, 2014.


7.6 Countries to which the Company derives revenue

a) revenue from the clients assigned to the host country and their participation share in
the Companys total net revenue;

The Company only operates in Brazil. The fiscal year ended on December 31, 2012, 99% of the
Company's revenue came from clients located in Brazil.


b) revenue from the clients assigned to each foreign country and their participation
share in the Companys total net revenue;

The fiscal year ended on December 31, 2012, 1% of the Company's revenue came from clients located in
the United States.

c) total revenue from foreign countries and their participation share in the Company's
total net revenue.

The fiscal year ended on December 31, 2012, 1% of the Company's revenue came from clients located
outside of Brazil.

7.7 Regulation of foreign countries in which the Company obtains relevant revenue.

Not applicable.

7.8 Description of long-term relationships relevant to the Company that are not listed in
this form.

{The company does not publish sustainability report or similar. Considering the significant increase of
transparency about the sustainability issue, the Company is considering formalizing a process of analysis
(diagnosis) and action plan to improve its sustainability practices.}

7.9 Other information that the Company deems relevant.

No further relevant information about this item "7 ".




79























8. ECONOMIC GROUP



80
8.1 Description of the group which the Company is inserted

a. direct and indirect controllers

The Companys capital stock is comprised exclusively of common shares.
The table below presents the Companys ownership structure, as of February 14, 2014, highlighting the
amount of shares held by the Company, its main shareholders and its Administrators:
Share Ownership
Shareholders Shares (%)
Andres Cristian Nacht ........................................................... 15,596,249 12.2%
Jytte Kjellerup Nacht ............................................................ 5,354,929 4.2%
Tomas Richard Nacht ........................................................... 2,156,845 1.7%
Antonia Kjellerup .................................................................. 2,156,845 1.7%
Pedro Kjellerup Nacht ........................................................... 2,156,845 1.7%
Snow Petrel S.L. ................................................................... 17,728,280 13.9%
Capital Group International, Inc.
(1)
........................................ 6,444,685 5.1%
HSBC Bank Brasil S.A.
(2)
........................................................ 6,323,300 5.0%
Administrators
(3)
................................................................... 3,020,013 2.3%
Others ................................................................................. 66,552,517 52.2%
Total ................................................................................
127,490,508 100.0%

Free Float
(4)
....................................................................
79,320,502 62.2%
________________
(1) On June 20, 2013. According to information received officially by the Company and released to the CVM.
(2) On October 2, 2012. According to information received officially by the Company and released to the CVM.
(3) Does not consider Andres Cristian Nacht shares, who is also an administrator of the Company and Roberto Carmelo,
who resigned from its position as an administrator.
(4) Considers all the shares issued by the Company, except for shares held by the Direct and indirect Controlling
shareholders and administrators

Andres Cristian Nacht
Mr. Andres Cristian Nacht is a direct controller shareholder of the Company and is part of its board of
employees since 1969, having acted as President Director between 1978 and 1998 and currently acting as
President of its Administration Board.
Snow Petrel S.L, Malachite Limited, Nicolas Nacht e Helen Anne Margaret Ahrens
The tables below show the share ownership of Snow Petrel S.L., member of the Companys controller
group, to the individual level, indicating holders of direct, indirect, equal to or over 5.0% of its capital
stock. Both Snow Petrel S.L. and Malachite Limited have their respective ownership exclusively divided in
shares with voting rights.
Snow Petrel S.L. Share Ownership
Shareholder (%)
Malachite Limited ................................................ ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, 100.0
Total .............................................................. ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,
100.0

Malachite Limited Share Ownership
Shareholders (%)
Nicolas Nacht ...................................................... ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, 40.0
Helen Anne Margaret Ahrens ................................ ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, 40.0
Others ................................................................ ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, 20.0
Total .............................................................. ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,
100.0




81
Snow Petrel S.L. is a company with headquarter in Barcelona, Spain, at Calle Johann Sebastian Bach 20,
3
rd
floor, registered under CNPJ/MF n 14.740.333/0001-61. Snow Petrel is a part of Mills Estruturas e
Servios de Engenharia S.A.s controlling group and its entire capital stock is held by Malachite Limited, a
holding company organized under the laws of Malta and whose shares are fully held by: (i) Mr. Nicolas
Nacht, the brother of Mr. Andres Cristian Nacht; (ii) Mrs. Helen Anne Margaret Ahrens, the wife of Mr.
Nicolas Nacht; and (iii) other shareholders, also members of the Nacht family.
Shareholders' agreement of Nacht Participaes S/A

Aiming to regulate its relationship as shareholders of the Company and continue to be qualified jointly as
the controlling group of the Company, all shareholders of Nacht Participaes S.A. on February 11, 2011,
which included at the time Jeroboam Investments L.L.C and the members of the Nacht family (Nacht
Family), executed a shareholders agreement regulating the voting rights and the transfer of shares of
Nacht and the Company.
The main terms of the shareholders agreement are: (a) maintenance of the Nacht Family and Jeroboam
(succeeded as a Companys shareholder by Snow Petrel) as the group controlling shareholder, (b) joint
exercise of voting rights in each and any resolution pertaining to the Company, (c) Andres Nacht's
appointment as representative of the controlling group on the Board of Directors and on the Companys
Shareholder Meetings, and (d) prohibition of sale of the Companys shares of more than 10% interest that
each shareholder owns, individually, to third parties.
Due to the extinction of Jeroboam Investments L.L.C, Snow Petrel S.L., as its sole member, succeeded all
of its rights and obligations, including as a party to the Nacht Participaes S.A. Shareholders Agreement
executed on February 11, 2011.
In October 2012, Nacht Participaes reduced its capital through the delivery of the entire stake held by it
in Mills to its shareholders, with the transaction completed in December 28, 2012.
As a consequence of such transfer, the shareholders Andres Cristian Nacht and his family members, now
hold, directly, 27,421,713 common nominative shares with no par value, issued by Mills, representing
21.7% of Mills capital stock.
Neither the capital reduction nor the related transfer of the shares issued by Mills resulted in any change
of Mills corporate control, which, before the capital reduction, was formerly exercised jointly by Nacht
Participaes, its shareholders and Snow Petrel S.L., and, after the capital reduction, are now exercised by
Nacht Participaes shareholders jointly with Snow Petrel S.L. Such shares remains encumbered and
subject to the terms of the "Shareholders Agreement of Nacht Participaes S.A.", executed on February
11, 2011, as amended, which also applies to Mills.
HSBC Bank Brasil S.A. Banco Mltiplo
HSBC Bank Brasil S.A. Banco Mltiplo (HSBC) is a legal entity of private law, headquartered at the city
of Curitiba, Paran, Travessa Oliveira Bello n. 34, 4th floor, Brazil, under corporate number CNPJ
01.710.201/0001-89.
Capital Group International, Inc.
The Capital Group International, Inc. is a fund manager founded in 1987, based in Los Angeles, California,
United States.

b. subsidiaries and affiliates.

The Company does not have subsidiaries or affiliates.



82

c. Mills shareholdings in companies in the group.

On January 19, 2011, the Company entered into a purchase and sales agreement to acquire 25.0% of the
voting and total capital stock of Rohr for R$90.0 million, paid fully on February 8, 2011.
Rohr is a privately held company specialized in access engineering and solutions for civil construction and
has 45 years of experience in this market. The company serves the following sectors: heavy construction
and infrastructure, residential and commercial construction, industrial maintenance and events.

The Company does not participate in Rohrs administration, once this was a strategic acquisition, in which
enables the Company to broaden its exposure to the sectors it serves - infrastructure, residential and
commercial construction, the oil and gas industry, among others.

In September 2011, there was a rise in the stake held in Rohr to 27.5%, resulting from the repurchase by
Rohr of 9% of its shares held as treasury stock.

d. Shareholdings in Mills held by companies in the group

Not applicable.

e. companies under common control

See items 8.1(a) above and 8.2 below.

8.2 Organization chart where Company operates, compatible with information presented
in item 8.1.















8.3 Description of the restructuring operations, such as additions, mergers, splits,
incorporation of shares, corporate divestitures and acquisitions, corporate governance,
acquisitions and disposals of important assets, which may have taken place in the Group.


Date of Operation 12/28/2012
Corporate Event Other
Description of Corporate Event Capital Reduction of Nacht Participaes S.A.
Operation Description At the Extraordinary General Meeting held on October
29, 2012, the shareholders of Nacht Participaes S.A.
approved its capital reduction. The aforementioned
Nacht Family
21.5%
Snow Petrel
S.L. 13.9%
Administrators
2.3%
HSBC
5.0%
MILLS ESTRUTURAS E
SERVIOS DE ENGENHARIA
S.A.
Others
52.2%
Capital Group
International
Inc. 5.1%



83
capital reduction occured through the delivery of the
totality of its previously held shares issued by Mills to its
shareholders (27,421,713 shares), after the 60-day
statutory period provided by article 174 of Law 6,404, of
December 15, 1976, as amended. There was no change
in the Companys corporate control.

Date of Operation 3/14/2012
Corporate Event Other
Description of Corporate Event Capital Reduction of Jeroboam Investments LLC
Operation Description Transference of the totality of Mills shares under
Jeroboam Investments LLC (Jeroboam) to Snow Petrl,
due to the dissolution and consequent extinction of its
subsidiary Jeroboam. Therefore, Snow Petrel now holds
19,233,281 Mills shares, representing 15.3% of its capital
stock. There was no change in the Companys
shareholder control.


Date of Operation

08/01/2011
Corporate Event Merger
Operation Description At Extraordinary Shareholders Meeting held on August
1
st
, 2011, GP Sul was merged to the Company, in the
Protocol and Justification terms, without a capital
increase and without the issuance of new shares.

Date of Operation 05/27/2011
Corporate Event Acquisition.
Operation Description On May 27th, 2011, the Company entered into a
purchase and sales agreement to acquire 100% of the
voting and total capital stock of GP Sul, one of the
largest players in the suspended scaffold rental market
to residential and commercial construction in the state of
Rio Grande do Sul, for R$ 5.5 million. This strategic
acquisition enabled the Company to become the leader
in the suspended scaffold rental market in the state of
Rio Grande do Sul and to broaden its exposure to the
residential and commercial construction market in the
South region, in line with the geographic expansion plan
of Jahu Residential and Commercial Construction
division.



84

Date of Operation 02/17/2011
Corporate Event
Description of Corporate Event Other
Other
Capital Reduction of Nacht Participaes S.A.
Operation Description At Extraordinary General Shareholders Meeting held on
February 17, 2011, after the capitalization of part of the
accumulated profits and the legal reserve, Nacht
Participaes S.As shareholders, approved its capital
reduction. Such capital reduction was through the
delivery of shares issued by the Company, at the time
held by Nacht, to some of its shareholders after the 60-
day period provided by law to creditors opposition.

Date of Operation 01/19/2011
Corporate Event Acquisition of equity interest.
Operation Description In January 2011, the Company entered into a purchase
and sale agreement to acquire 25% of the voting and
total capital of Rohr S/A Estrutura Tubulares (Rohr),
company specializing in access engineering and the
provision of construction solutions, for R$ 90 million.
With this strategic acquisition, the Company seeked to
expand its exposure to the sectors it serves, mainly in
infrastructure and oil & gas industry.

Date of Operation 11/30/2010
Corporate Event Incorporation.
Operation Description Exclusion of Staldzene by the incorporation of Nacht
Participaes S.A. in a reorganization societary
operation, passing on all of its rights and obligations. As
a consequence of this operation, Nacht Participaes
became a direct shareholder of the Company with 39%
of total social voting capital.

Date of Operation 09/30/2010
Corporate Event Other.
Description of Corporate Event Other Reduction of Staldzenes Capital
Operations Description Reduction from Staldzenes capital through the capital
refund to its shareholders. As a result from the voting
capital reduction, Staldezenes voting capital reduced by
6.7%, going from 46.0% to 39.3%.

Date of Operation 05/14/2010
Corporate Event Other.
Description of Corporate Event Other Secondary public offering of share distribution.



85
Operations Description On May 14, 2010, the lead manager of the public
offering exercised in full the option of supplementary
placement of 7,777,777 shares of common stock owned
by some of the selling shareholders. The shares subject
matter of the said supplementary lot started to be
negotiated in the segment called Novo Mercado of
BM&FBOVESPA on May 19, 2010. There was no stock
issuance of the Company by reason of the exercise of
the option of supplementary lot.

Date of Operation 04/16/2010
Corporate Event Other.
Description of Corporate Event Other Primary public offering of share distribution.
Operations Description The Company, in conjunction with some shareholders,
carried out a public offering of primary distribution of
37,037,037 shares of common stock issued by the
Company and secondary of 14,814,815 shares of
common stock held by the selling shareholders. The
shares subject matter of the Offering started to be
traded on the segment called Novo Mercado of
BM&FBOVESPA on April 16, 2010.

8.4 Other information which the Company judges to be relevant.

There is no other relevant information pertaining to this item 8.
















86






















9. RELEVANT ASSETS




87
9.1 Description of noncurrent relevant assets for the development of the Companys
activities

a. Fixed assets, including those subject to rent or lease, indicating its location.

Most of the Companys revenues are generated by the rental and use of equipment, as well the provision
of services related to such equipment, including insulation, industrial painting and equipment assembly
and disassembly.
The Company also owns several fixed assets for its own use; mainly warehouses to storage the
equipment described above, offices, furniture, fixtures, and other general equipment used at the
Companys facilities.
The Companys main fixed assets are listed in the table below:

Assets Fiscal year ended December 31,

2010 2011 2012

Cost
Accumulated
Depreciation Net Cost
Accumulated
Depreciation Net Cost
Accumulated
Depreciation Net
(in thousands of R$)
Buildings and Land 8,433 (774) 7,659 11,049 (884) 10,165 25,156 (1,080) 24,076
Facilities 1,089 (501) 588 1,197 (569) 628 1,457 (654) 803
Equipment 632,208 (162,978) 469,230 1,001,891 (223,549) 778,342 1,219,336 (308,424) 910,912
IT Equipment 6,840 (4,034) 2,806 8,526 (4,999) 3,527 9,501 (5,718) 3,783
Others 17,949 (4,753) 13,196 28,645 (5,924) 22,721 25,906 (8,699) 17,207
Subtotal 666,519 (173,040) 493,479 1,051,308 (235,925) 815,383 1,281,356 (324,575) 956,781
Construction in Progress
57,695 - 57,695 57,503 - 57,503 46,566 - 46,566

Total
724,214 (173,040) 551,174 1,108,811 (235,925) 872,886 1,327,922 (324,575) 1,003,347
The Companys Facilities
The Company requires, primarily, warehouses to safely and efficiently store the equipment used in its
operations. The Company believes that the location of the warehouses, which covers most part of the
Brazilian territory, consists of a relevant competitive advantage, as it is able to rapidly deploy its
equipment to its clients at various locations.
The table below shows the Companys main facilities:
Facility
Plot
Size
(square
meters)
Constructe
d Area
(square
meters)
Status
End of Term of
Lease
City State Location
Office N.A. 48 m Rented In effect indefinetly
Marechal
Deodoro
AL
Rua Divaldo Suruagy, s/n KM
12 Via 2 Bairro Distrito
Federal
Office/Warehouse
4,200
m
1,200 m Rented 1/1/2016 Manaus AM
Travessa Anduzeiro, 19
Loteamento Rio Piorini Bairro
Colnia Terra Nova
Office/Warehouse
6,975
m
1,557 m Rented 4/12/2015 Camaari BA Av. Concntrica, 137 Centro
Office/Warehouse
6,975
m
4,377 m Owned N.A. Camaari BA Av. Concntrica, s/n Centro
Office/Warehouse
4,500
m
1,286 m Rented 12/31/2013 Simes Filho BA
DICA - Distrito Industrial do
Calado, Quadra 5, Lote 1,
CIA
Office/Warehouse
4,643.50
m
2,000.00m Rented 12/31/2013 Simes Filho BA
DICA - Distrito Industrial do
Calado, Quadra 5, Lote 2,
CIA



88
Office/Warehouse
13,552
m
4,360 m Rented 1/1/2016 Fortaleza CE
Rodovia BR 116, 5360 A KM
14 Bairro Pedras
Office/Warehouse
20,000
m
17,010.50
m
Rented 10/25/2021 Braslia DF
Rodovia DF 290, KM 1,2
Ncleo Rural Hortigranjeiro de
Santa Maria
Warehouse/Office
10,000
m
3,675 m Rented 9/3/2017 Serra ES
Rua 7, n 170, Quadra XIV
G, Lotes 01 ao 04 Civit II
Office/Warehouse
11,689
m
1,849 m Rented 10/27/2015 Goinia GO
Rodovia BR 153, s/n Quadra
CH Lote 11 e 12 Chcaras
Retiro
Office/Warehouse
26,600
m
2,399 m Rented 12/31/2014 So Lus MA
Rua Dezesseis, n 1, Mdulo
1, Quadra 1, Lote 1, Distrito
Industrial
Office/Warehouse
5,257
m
2,570 m Rented In effect indefinetly
Belo
Horizonte
MG
Rodovia Anel Rodovirio - BR
262, n. 24.277, km 24,
Bairro Dom Silvrio
Office/Warehouse
5,258
m
2,750 m Rented 10/29/2013
Belo
Horizonte
MG
Rodovia Anel Rodovirio Celso
Mello Azevedo,24139 So
Gabriel
Office/Warehouse
2,869
m
64 m Rented In effect indefinetly Uberlndia MG Rua Nicargua, 1656 Tibery
Office/Warehouse
3,600
m
940 m Rented 5/1/2016 Cuiab MT
Rua B, n. 632- Complemento
L1 L5 com 2-AV. B ESQ/B-E
Distrito Industrial
Office/ Warehouse
17,500
m
1,100 m Rented 9/30/2017 Ananindeua PA
Rua Jardim Providncia, 242,
BR 316, KM 4, Distrito 2, Qd
8, Lt 255 guas Lindas
Office/Warehouse
17,500
m
1,100 m Rented 9/30/2017 Ananindeua PA
Rua Jardim Providncia,
n242, BR 316, KM 4, Distrito
2, Qd 8, Lt 255, guas Lindas.
Office/Warehouse
7,500
m
1,280 m Rented 11/1/2013 Parauapebas PA
Rodovia PA 275, s/n KM 67
Zona Rural
Office/Warehouse
5,000
m
2,188 m Rented 1/1/2016
Cabo de
Santo
Agostinho
PE
Rua Interna 07, n 645
Pontezinha
Office/Warehouse
2,742
m
1,583 m Rented 8/31/2015 Curitiba PR
Rua Willian Booth, 630,
Boqueiro
Office/Warehouse
1,500
m
650 m Rented 1/16/2014 Curitiba PR
Avenida Senador Salgado
Filho, n. 6.008, Uberaba
Office/Warehouse
2,880
m
1,330.91m Rented 2/9/2016 Itabora RJ
Avenida 22 de Maio, n.
4.100, Manoel dos Santos Cid
Office/Warehouse
74,551
m
1,000 m Rented 1/23/2017 Itatiaia RJ
Rodovia Presidente Dutra, KM
316, Galpo 2, rea A,
Centro
Office 109 m 127 m Rented 2/1/2014 Maca RJ
Rua Alan Kardek, 181, Frente
- Cajueiros
Office/ Warehouse
54,793
m
11,032 m Owned N.A.
Rio de
Janeiro
RJ
Estrada do Guerengu n
1381, Taquara
Headquarter/Office N.A. 293 m Owned N.A.
Rio de
Janeiro
RJ
Av. das Amricas, 500, bloco
14, salas 207 e 208, Barra da
Tijuca
Headquarter/Office N.A. 216 m Rented 1/24/2015
Rio de
Janeiro
RJ
Av. das Amricas, 500, bloco
14, loja 108, Barra da Tijuca
Office/Warehouse
8,173
m
226 m Rented 1/1/2018 Parnamirim RN
Rodovia BR 101, S/N, Km 8,
Lado 02 (oeste), Parque
Industrial, Emas.
Office/Warehouse
8,064
m
1,882 m Rented 12/1/2014 Porto Alegre RS
Av. Manoel Elias,1480 Bairro
Passo das Pedras
Office/Warehouse
1,100
m
780 m Rented In effect indefinetly Porto Alegre RS
Rua Conselheiro Travassos,
n. 344, So Geraldo
Office 217 m 222 m Rented 7/25/2013 Rio Grande RS
Rua Major Miguel Pereira, 16
Bairro Salgado Filho
Office/Warehouse
5,000
m
687 m Rented 9/24/2016 Itaja SC
Rua Jos Gall, 1.700
Ressacada
Office/Warehouse 84,610 687 m Rented 9/24/2016 Itaja SC Rua Jos Gall, n1.700,



89
m Ressacada.
Office/Warehouse
30,941
m
2,414.70 m Rented 10/5/2017 Campinas SP
Rodovia Anhanguera, s/n, km
103,5 Jardim Aparecida
Office/Warehouse
49,620
m
18,841 m Rented 1/31/2018 Osasco SP
Rua Humberto de Campos,
271, Vila Yolanda
Office/Warehouse
4,764
m
160 m Rented 2/28/2015
Ribeiro
Preto
SP
Estrada das Palmeiras, acesso
Rua Antonia Mugnato
Marincek, 1150 Palmeiras
Office/Warehouse 850 m 350.10 m Rented 8/31/2015
So Jos dos
Campos
SP
Rodovia Presidente Dutra, s/n
KM 154,7 Edifcio 36 Rio
Comprido
Office/Warehouse 818 m 120 m Rented In effect indefinetly Sumar SP
Rua William Garcia, 61 Jardim
Aclimao



All facilities used by the Company, whether they are owned or leased from third parties, are free of liens
and charges.

Description of the fixed
asset
Country of Location Municipality of Location
Type of propriety
Type of propriety
Real property Brasil Rio de Janeiro Owned
Real property Brasil Camaari Owned
Land Brasil Rio de Janeiro Owned
Land Brasil Camaari Owned
Equipment for rent
(formwork, shoring and
equipment machines)

Brasil Owned
IT Equipment Brasil Owned
Facilities Brasil Owned
Construction in progress Brasil Owned


b Patents, trademarks, licenses, concessions, franchises and contracts for technology
transfer:

DURATION
PATENT
REGISTRATION
#
COVERAGE
TERRITORY
Events that may cause the loss of
the rights
Consequences of losing the rights
11/10/2021 740164244 NATIONAL
The requested brand registrations still
not granted by the INPI may be
refused. The granted registrations may
be challenged through, invalidity
lawsuits, in the event of an unvalid
granted registration, either by
revocational applications, partial or
total, in case the brand is not being
utilized, to mark all of the products or
services included in the registry
certificate. In the judicial sphere,
despite the fact that the Company
already is a holder of several brands,
we cannot ensure that third-parties will
not claim that the Company violated the
intellectual property rights and
eventually succeed in court. The
The impact cannot be qualified. The loss
of rights over the brands imply the
impossibility to prevent third-parties
from using the identical brands or
similar to mark, specially, services or
competing products, once the holder
loses its right to use exclusively. There
is also the possibility that the holder
suffers criminal and civil lawsuits, for
misuse in case of infringement of third
parties, possibly resulting in the inability
to use the brand to conduct their
activities. Consequently, the Company
would have to incur the costs related to
the creation and promotion of any new
brand, extraordinary marketing
initiatives and use of human resources
06/19/2014 780190670 NATIONAL
03/25/2020 7200595 NATIONAL
12/07/2022 800121546 NATIONAL
08/30/2021 829369724 NATIONAL
02/08/2019 812940792 NATIONAL
12/18/2021 821121316 NATIONAL
12/18/2021 821121324 NATIONAL
12/18/2021 200018167 NATIONAL
10/31/2015 817692177 NATIONAL
10/31/2015 817692215 NATIONAL



90
10/31/2015 817692223 NATIONAL
Company is not aware of any procedure
violation by the Company other than
those described in this Reference Form.
The brand registration maintenance is
done by periodic fee payments to the
INPI.
and managements time to deal with
this situation.
10/31/2015 817692231 NATIONAL
09/25/2019 6989454 NATIONAL
09/25/2019 6989462 NATIONAL
12/21/2022 200065726 NATIONAL
Awaiting decision
from the INPI
regarding the brand
concession. If
approved, maturity
will be on 03/22/2013
608965065 NATIONAL
12/21/2022 800221737 NATIONAL
09/27/2018 812987683 NATIONAL
05/30/2019 812987691 NATIONAL
09/13/2018 813141010 NATIONAL
05/30/2019 813782414 NATIONAL
04/21/2022 815236662 NATIONAL
Awaiting decision
from the INPI
regarding the brand
concession
830724915 NATIONAL
Awaiting decision
from the INPI
regarding the brand
concession
830724931 NATIONAL
04/24/2017 824647548 NATIONAL
04/24/2017 824647556 NATIONAL
03/25/2016 6268625 NATIONAL
04/24/2017 824647556 NATIONAL
01/08/2015 811186423 NATIONAL

DURATION
PATENT
REGISTRATION
#
COVERAGE
TERRITORY
Events that may cause the loss of
the rights
Consequences of losing the rights
12/18/2027 PI0705035-6 NATIONAL
The requested brand registrations still
not granted by the INPI may be
refused. The granted registrations may
be challenged through, invalidity
lawsuits, in the event of an unvalid
granted registration, either by
revocational applications, partial or
total, in case the brand is not being
utilized, to mark all of the products or
services included in the registry
certificate. In the judicial sphere,
despite the fact that the Company
already is a holder of several brands,
we cannot ensure that third-parties will
not claim that the Company violated the
intellectual property rights and
eventually succeed in court. The
Company is not aware of any procedure
violation by the Company other than
those described in this Reference Form.
The impact cannot be qualified. The loss
of rights over the brands imply the
impossibility to prevent third-parties
from using the identical brands or
similar to mark, specially, services or
competing products, once the holder
loses its right to use exclusively. There
is also the possibility that the holder
suffers criminal and civil lawsuits, for
misuse in case of infringement of third
parties, possibly resulting in the inability
to use the brand to conduct their
activities. Consequently, the Company
would have to incur the costs related to
the creation and promotion of any new
brand, extraordinary marketing
initiatives and use of human resources
and managements time to deal with
this situation.
06/18/2013 MU7800863-8 NATIONAL
06/25/2013 MU7801091-8 NATIONAL
06/25/2013 MU7801367-4 NATIONAL
08/02/2015 MU7801603-7 NATIONAL
08/15/2016 MU7902162-0 NATIONAL
08/15/2016 MU7903337-7 NATIONAL
08/28/2017 MU7903347-4 NATIONAL
09/11/2024 MU8901783-8 NATIONAL
09/18/2024 MU8901887-7 NATIONAL
10/08/2030 PI1004014-5 NATIONAL



91
03/01/2031 PI1101068-1 NATIONAL
The brand registration maintenance is
done by periodic fee payments to the
INPI.
10/08/2030 PI1003939-2 NATIONAL
05/10/2026 MU9101029-2 NATIONAL

c. Companies in which the Company has a share participation
The Company does not have any subsidiaries or affiliated Companies

9.2 Other information the Company deems relevant

On January 19, 2011, the Company entered into a purchase and sale agreement to acquire 25% of the
voting and total capital of Rohr for R$ 90 million, paid on February 8, 2011.

Rohr is a private company specializing in access engineering and the provision of construction solutions,
with more than 45 years of experience in the market. The company operates in the heavy construction
and infrastructure, building construction, industrial maintenance and events sector.

The Company does not participate in the management of Rohr, as this is a strategic acquisition, whereby
the Company aimed to increase its presence in its areas of activity - infrastructure, residential and
commercial construction, oil and gas, etc. In September 2011, Rohr acquired 9.0% of its own stock, and,
as a result, the Company expanded its participation from 25.0% to 27.5% in Rohr.

(i) Company Name: Rohr S.A. Estruturas Tubulares
(ii) Headquarter: Avenida Francisco Matarazzo, 1400 Conjunto 181, cidade de So Paulo, Estado de So
Paulo, Brasil.
(iii) Activities developed: Rohr is a private company specializing in access engineering and the
provision of construction solutions, with more than 45 years of experience in the market. The company
operates in the heavy construction and infrastructure, building construction, industrial maintenance and
events sector.
(iv) Ownership: 27.5%
(v) Ownership profile: investment recorded at the cost of acquisition.
(vi) CVM registration: not applicable
(vii) Book value of participation: R$87.4 million (as of December 31, 2012)
(viii) Market value of ownership according to stock price at the date of the fiscal year, when
such stocks are traded on organised markets of securities: not applicable
(ix) Appreciation or depreciation of such ownership, over the last 3 fiscal years, according to
the book value: not applicable. On January 19, 2011, the Company entered into a purchase and sale
agreement to acquire 25.0% of the voting and total capital of Rohr for R$90.0 million. In September
2011, there was a rise in the stake held in Rohr to 27.5%, resulting from the repurchase by Rohr of 9.0%
of its shares held as treasury stock.
(x) Appreciation or depreciation of such ownership, over the last 3 fiscal years, according to
the market value, to stock price at the date of the fiscal year, when such stocks are traded on
organised markets of securities: not applicable
(xi) Dividends received in the 3 last fiscal years:

2012 > R$3,214 thousand as interest on capital related to the fiscal years of 2011 and 2012,
registered as financial revenue of 2012.

2011 > R$3,954 thousand, of which (i) R$ 1,346 thousand as extraordinary dividend related to
the fiscal year of 2011 and registered as financial revenue in 2011; (ii) R$2,035 thousand (net of
taxes) of interest on capital and dividends related to the fiscal year of 2010 and registered
reducing the value of the investment as it is figures for the years prior to the date of acquisition of



92
the shares of the investee; and (iii) R$573 thousand (net of taxes) of interest on capital related to
the year of 2007 and registered reducing the value of the investment as it is dividends from
profits or reserves existing at the date of acquisition of the shares of the investee.

(xii) reasons for the ownership acquisition and its maintenance: through this acquisition, the
Company aimed to increase its presence in its areas of activity - infrastructure, residential and commercial
construction and oil and gas.




93






















10. MANAGEMENT COMMENTS



94
10.1 The management should comment on.

a. Financial status and general assets

The management of the Company believes that the Company is one of the largest providers of specialized
engineering services, the leading supplier of concrete formwork and tubular structures and motorized
access equipment for the Brazilian market. The Company is also one of the leading providers of industrial
services (access, industrial painting and thermal insulation) of Brazil, according to the magazine "O
Empreiteiro". The company offers to its clients specialized engineering services, providing creative and
differentiated solutions to major infrastructure projects, residential and commercial construction, and
industrial maintenance and assembly. Our customized engineering solutions include planning, design,
technical supervision and providing temporary structures for civil construction (such as formwork, shoring
and scaffolding), industrial services (such as access services, industrial painting, surface treatment and
thermal insulation for both stages of construction and maintenance of major industrial plants) and
motorized access equipment (such as aerial work platforms and telescopic handlers), as well as technical
assistance and specialized workforce.

The Company believes that the sectors in which it operates will have a strong growth in coming years due
(i) the favorable macroeconomic fundamentals and the increasing availability of credit in Brazil; (ii) the
significant investment in infrastructure projects like the new Logistics Investments Program, aimed at
roads, railways, ports and airports; (iii) the Brazilian governments low income housing program (Minha
Casa, Minha Vida); (iv) the investments required for the World Cup in 2014 and the 2016 Olympic Games;
and (v) the necessity for significant investment in various sectors of industry in Brazil, mainly in the oil
and gas sector.

The Company's revenues come mainly from rental of equipment and technical assistance services which
accounted together 89.0% of Companys total net revenues which correspond to an amount of R$ 879.3
million in the fiscal year ended December 31, 2012. The revenue from the performance of services is
recognized based on the measurement of the stages for performance of the services carried out through
the reporting date. Revenue from the sale of merchandise is recognized when the significant risks and
benefits of ownership of the merchandise are transferred to the buyer. Accordingly, the Company adopts
the date on which the product is delivered to the buyer as the basis for its revenue recognition policy.
Rental revenue is recognized on a prorated basis in monthly results on a straight-line basis, according to
the equipment lease agreements.

The management of the Company believes that the current availabilities and its operational cash, together
with its borrowing capacity, with proper leverage of EBITDA in relation to the Company's net debt are
sufficient to comply with the investment plan and the need for working capital during the same period.

The Management of the Company believes that the Company has financial conditions and sufficient assets
in order to implement its business plan and to comply with its short and medium term obligations.

Impact of Brazilian general macroeconomic conditions on its financial condition and
results of operations.
The Heavy Construction business segment offers customized solutions to companies involved in major
construction and infrastructure projects, while the Jahu business segment is dedicated to providing
services to residential and commercial construction companies. Customers of the Industrial Services
business segment are engaged in the heavy industry, including the oil and gas, chemicals and
petrochemicals, construction and industrial assembly, pulp and paper, shipbuilding, mining, among others,
while Equipment Rental business segments products are focused on the rental, technical assistance and
sale of motorized access equipment, these products are required by companies operating in various



95
industries. All these sectors are directly affected by changes in macroeconomic conditions in Brazil,
especially the growth of gross domestic product - GDP, interest rates, inflation, credit availability,
unemployment level, exchange rates and commodity prices, the latter two because they affect the cost of
equipment the Company uses in its activities. Consequently, these factors affect, indirectly, its operations
and results.
In addition, the Companys operations and results of operations are directly affected by changes in (i)
inflation rates, which are used as a reference for the adjustment of the prices paid under long-term
contracts, (ii) interest rates, which affect the Companys financial obligations, (iii) fluctuating of prices of
materials consumed in the construction job or fluctuating of the prices of maintenance of the equipment
of the Company.
b. Capital structure and stock redemption possibility

According to the Company's balance sheet on December 31, 2012, the capital structure of the Mills was
51.6% equity, measured by the stockholders equity, and 48.4% capital from third party, measured by
total liabilities.

The management of the Company typically use both equity, from operating cash generation, and capital
from third-party, though the contraction of new loans and/or the issuance of debt securities, to finance
the needs for investments in non-current assets and working capital of the company. For strategic
operations, when necessary, the company may resort to the capital from their shareholders or third
parties, through the issuance of shares.

There are no hypotheses of redemption of shares issued by the Company in addition to the legally
provided for.

c. Financial commitments

The Companys EBITDA for the year ended December 31st 2012, was R$ 358.4 million and its financial
expenses, net of financial revenue in the same period were R$ 39.2 million. Thus, the Companys EBITDA
for year ended December 31st 2012 presented a coverage ratio of 9.1 times its net financial expenses
during the same period. Only considering its financial expenses, which amounted to R$ 51.2 million in the
year ended December 31st 2012, the coverage ratio would be 7.0 times.

The Companys total indebtedness for the year ended December 31
st
2012, amounted to R$ 622.5 million,
or, 1.7 times the Companys EBITDA for the year ended December 31
st
2012. The flow of payment from
this debt, considering the debt profile as of that date, will take place in a period of nine years, of which R$
54.8 million in less than one year, R$ 188.4 million from 1 to 3 years, R$ 250.2 million in a period
between 3 to 5 years and R$ 129.1 million in more than five years. The Companys long-term debt profile
has a policy for contracting loans and financing aimed at ensuring that all financial commitments are
honored, if necessary, through its cash generation. This way, the Company's management believes that
its cash generation is sufficient to meet its financial commitments.

In addition, on December 31
st
2012, the Company had installment of tax payments on its balance sheet in
the amount of R$ 10.7 million, which the greatest amount of payments of R$10.7 million, refers to the
Tax Recovery Program (REFIS) with a maturity of 180 months, with 142 remaining installments. The
Company is compliant to the aforementioned installment program.

With regard to contractual limitations for assumption of new debt, there are clauses in the Company's
bank credit contracts that require adherence to certain financial indicators, among which: the ratio
between EBITDA and net debt, the ratio of net short-term debt and total net debt, and the ratio between



96
net financial expenses and EBITDA. On the date of this Reference Form, the Company was within the
limits of contractual financial indicators.

d. Source of financing for working capital and investments in non-current assets.

The investments from the Company in non-current assets and working capital are financed by its own
cash generation and third party capital, through the contraction of new loans and/or the issuance of debt
securities. For strategic operations, when necessary, the Company can turn tocapital from its shareholders
or third parties, through the issuance of shares.
In the year ended December 31
st
, 2010, the Company raised R$ 411 million through initial public offering
of shares issued.

On March 29, 2011, the Company conducted its first issuance of 30 commercial promissory notes with a
unit value of R$ 1.0 million, totaling R$ 30 million, each note with a maturity of 90 days as of the
respective issue. Interest charges will fall due corresponding to 105% of the accumulated variation in the
average daily Domestic Demand (DI) rate. Remuneration was fully paid upon the maturity date

On April 18, 2011, the Company issued R$270 million in non-convertible unsecured debentures, with
maturity on April 18
th
, 2016. The nominal value will be amortized in three annual installments starting on
the third year of the issuance, and shall pay semi-annually interest of 112.5% of accrued variation of the
CDI interest rate. The net proceeds from the Offering were used for (a) the redemption of all commercial
papers, issued under the first public offering of the Company, totaling R$ 30 million, (b) investments
defined in the Mills expansion plan, including estimated investments of R$ 337 million in 2011, (c)
rearrangement of cash balance following disbursement of R$ 90 million in February 2011 in connection
with the acquisition of 25% of the Rohr S/A Estruturas Tubulares (Rohr) total capital stock, and (d)
general corporate purposes and expenses of the Company.

On December 7
th
, 2011 the Company issued a single series of 3 (three) commercial promissory notes with
unit face value of R$ 9.0 million, for a total amount of R$ 27.0 million with maturity on December 1
st
,
2012. Remuneration interest charges will fall due corresponding to 100% of the accumulated variation in
the average daily Domestic Demand (DI) rates, plus 1.10% per annum. Remuneration will be fully paid
upon the maturity date.

On April 23
th
, 2012, the Company issued a single series of 30 commercial promissory notes with unit face
value of R$ 1.0 million, for a total amount of R$ 30.0 million with maturity on December 3
rd
, 2012.
Remuneration interest charges will fall due corresponding to 100% of the accumulated variation in the
average daily Domestic Demand (DI) rates, plus 4.9% per annum. Remuneration will be fully paid upon
the maturity date.

On September 18
th
, 2012, the Company held its second issuance, in two series of simple debentures, non
convertible into shares, unsecured, public offering object with limited placement efforts, pursuant to CVM
Instruction 476. 27,000 debentures were issues, each with a nominal value of R$ 10,000.00, of which: i)
16,094 debentures of the first series, amounting to R$ 160.9 million, with maturity date on August 15,
2017, not subject to monetary adjustment. The nominal value of the first series debentures will be
amortized in two annual installments starting on the fourth year of the issuance, and the interest paid
semi-annually and equal to surtax of 0.88% per annum of 100% of DI accrued variation; ii) 10,906
debentures of the second series, amounting to R$ 109.1 million, with maturity date on August 15, 2020,
subject to monetary adjustment by the accrued variation of the IPCA. The nominal value of the second
series debentures will be amortized in three annual installments starting on the sixth year of the issuance,
and the interest paid annually and equal to 5.50% per annum of the above mentioned monetarily
adjusted amount.




97
e. Potential sources of financing used for working capital and for investments in non-
current assets.

The Companys main sources of liquidity are:

cash flow from our operations;
financing agreements and through capital market; and
increases in its capital stock.

The Companys main liquidity requirements are:

investments for maintenance and increase of the equipment inventory;
working capital needs;
investments in the Companys facilities and the technology center, which are necessary to support
its operations;
investments in the improvement of processes and controls;
investments in training and occupational safety; and
distribution of dividends and payment of interest on equity.

The management of the Company believes that the existing resources and the cash flow to be generated
from its operations, along with its borrowing capacity, with proper leverage, will be sufficient to cover its
investment plan and the need for working capital during the same period.

f. Debt level and composition:

(i) relevant loan and financing contracts

The table below shows the outstanding balances of its loans and financings, organized by interest rate as
of December 31
st
, 2010, 2011 and 2012:



As of December 31
st
,

Yearly Interest Rate 2010 2011 2012

(in millions of R$)
Financings provided by financial institutions CDI+0.8% to 4.5% 41.9 62.1 27.3
Financings provided by financial institutions TJLP+0.2% to 0.9% 17.8 22.1 26.7
Leasing agreements entered into with financial
institutions
CDI + 2.5% to 3.8% 72.9 52.2 18.0
Non-convertible debentures 112.5% of CDI - 274.6 272.5
Non-convertible debentures
1
st
series: CDI + 0.88% - - 164.7
2
nd
series: IPCA + 5.5% - - 113.3
Total

132.6 410.9 622.5

Short Term Debt

As of December 31st, 2011, short-term debt amounted to R$ 71.4 million, compared to R$ 46.7 million as
of December 31, 2010, an increase of R$ 24.7 million or 53%. This increase was due to the need to
finance, among other uses, working capital and general expenses of the company, to what the
commercial promissory notes were issued in December 2011, in the amount of R$ 27.0 million.



98

As of December 31st, 2012, short-term debt amounted to R$ 54.8 million, compared to R$ 71.4 million as
of December 31, 2011, a decrease of R$ 16.6 million or 23.2%. This decrease was due to the need to
finance, among other uses, the commercial promissory notes that were issued in December 2011, in the
amount of R$ 27.0 million, with maturity on December 1
st
, 2012.

Long Term Debt

As of December 31
st
, 2011, the Companys long-term debt amounted to R$ 339.5 million, compared to R$
85.9 million as of December 31, 2010, an increase of R$ 253.6 million or 295%. This increase was mainly
due to the need to finance, among other things, the acquisition of 25% of the capital of Rohr and
investments in equipment purchase, for what there was debentures issued, in April 2011, in the amount
of R$ 270 million.

As of December 31
st
, 2012, the Companys long-term debt amounted to R$ 567.7 million, compared to R$
339.5 million as of December 31, 2011, an increase of R$ 228.2 million or 67.2%. This increase was
mainly due to the need to finance, among other things, the investments to be made and the payment of
the Companys debts, for what there was debentures issued, in September 2012, in the amount of R$ 270
million.

Relevant Financial Contracts

As of December 31
st
, 2012, the Company's debt with financial institutions totaled R$ 54.0 million, of which
the main debts are described below.

Ita Unibanco S.A.

International Loan Agreement n 201030.1. The Company signed, on May 27th, 2011, a borrowing
agreement with Ita BBA S.A. Bank, branch Nassau, in the total amount of R$ 25.4 million. The
agreement contains usual terms of early maturity and financial covenants. Settlement of the borrowing
will be in a single installment on May 28, 2013. As of December 31st, 2012, the outstanding amount
under this contract was R$ 25.6 million. In order to annul the risk of exchange variation on this
borrowing, originally contracted in foreign currency, on the same date as the borrowing, a swap was
contracted with the same bank, so all the obligations are fully converted into local currency. The swap
cost is already added to the debt cost.

BNDES

The Company celebrated with financial agents from Banco do Brasil and Ita BBA the financing contracts
for the purchase of equipment through FINAME, as described on the table below:

Contract Number Issue Date Maturity Date Original Value
(1)

Outstanding as of
December
st
, 2012
ITAU N 106509120003700
06.22.2010
03.16.2015 6,000 3,637
ITAU N 006950006211200 10.02.2011 11.16.2020 4,294 3,776
ITAU N 006950006221200 03.09.2011 09.30.2020 3,069 2,498
ITAU N 006950006221400 08.12.2011 01.29.2021 7,194 4,099
ITAU N 006950006211300 12.15.2011 04.15.2021 3,627 1,930
BRASIL 00399-X 02.15.2010 02.17.2020 10,000 8,979
BRASIL 40-00402-3 06.22.2010 03.16.2020 1,921 1,745


26,663



99
(1)
Amounts in R$ millions

Banco Bradesco S.A.

On April 18th, 2008, the Company issued a CCB in favor of Banco Bradesco S.A., in the amount of R$ 5.0
million. Payments on the note must be made in 48 monthly installments. The obligations assumed under
the banking credit note above are secured by a pledge of receivables owed to the Company by Dow
Chemical. The contract includes customary events of default, and provides for the acceleration of the debt
upon a change of control, as well as in case of incorporation, spin-off, and merger or corporate
reorganization of the Company. The amount was fully paid on the maturity date.

Banco do Brasil S.A.

The Company entered into two Bank Credit Notes (CCB) with Banco do Brasil for the provision of
overdrafts to cover working capital needs. The debt was paid on maturity date. The table below shows
the main terms of these notes:

CCB Number Issue Date Maturity Date Original Value
(1)

Outstanding as of
December 31
st
, 2012
(1)

345.500.737 27.05.2008 20.04.2013 8,0 0,6
345.500.724 27.02.2008 25.01.2013 5,0 0,1
(1)
Amounts in R$ million.

Banco Fibra S.A.

On April 11th, 2008, the Company issued a CCB in favor of Banco Fibra S.A., in the amount of R$ 6.0
million, to be paid in 48 monthly installments by April 10, 2013, date in which the debt was fully paid. The
CCB includes customary events of default, and provides for the acceleration of the debt in case of a
change of control, as well as in case of incorporation, spin-off, merger of our company, or on the
occurrence of any event which may decrease our capacity to meet its obligations under the CCB. As of
December 31, 2012, the outstanding amount under this CCB was R$ 0.9 million.

Debntures

On March 24, 2011 approval was granted for the issuance by the Company of a total of 27,000
debentures in a single tranche, of non-convertible unsecured debentures, of a total amount of R$ 270.0
million, and unit face value of R$ 10,000, issued on April 18, 2011. The debentures have maturity on April
18, 2016, with remuneration equivalent to 112.5% of the CDI rate and semi-annual payments of interest
and amortization in three consecutive installments, with the first maturity date on April 18, 2014. The
transaction costs associated with this issue, in the amount of R$ 2.4 million, are being recognized as
Company funding expenses, in accordance with the contractual terms of the issue.

On August 3, 2012 approval was granted for the issuance by the Company, in two series of simple
debentures, non convertible into shares, unsecured, public offering object with limited placement efforts,
pursuant to CVM Instruction 476. On September 18, 2012, 27,000 debentures were issued, each with a
nominal value of R$ 10,000.00, of which: i) 16,094 debentures of the first series, amounting to R$ 160.9
million, with maturity date on August 15, 2017, not subject to monetary adjustment. The nominal value of
the first series debentures will be amortized in two annual installments starting on the fourth year of the
issuance, and the interest paid semi-annually and equal to surtax of 0.88% per annum of 100% of DI
accrued variation. ii) 10,906 debentures of the second series, amounting to R$ 109.1 million, with
maturity date on August 15, 2020, subject to monetary adjustment by the accrued variation of the IPCA.
The nominal value of the second series debentures will be amortized in three annual installments starting
on the sixth year of the issuance, and the interest paid annually and equal to 5.50% per annum of the
above mentioned monetarily adjusted amount.



100
As at December 31, 2012 the balance of debentures including transaction costs is R$ 13.7 million in
current liabilities and R$ 540.0 million in non-current liabilities, and R$ 13.0 million and R$ 537.5 million,
net of transaction costs, respectively.

Promissory Notes

On March 29, 2011 the Company held its first issuance of 30 commercial promissory notes with unit face
value of R$ 1.0 million, for a total amount of R$ 30.0 million with a maturity date of 90 days as of the
respective date of issue. Remuneration interest charges will fall due corresponding to 105% of the
accumulated variation in the average daily Domestic Demand (DI) rates. Remuneration was fully paid
upon the maturity date.

On December 7, 2011 the Company issued a single series of three commercial promissory notes with unit
face value of R$ 9.0 million, for a total amount of R$ 27.0 million with maturity on December 1
st
, 2012.
Remuneration interest charges will fall due corresponding to 100% of the accumulated variation in the
average daily Domestic Demand (DI) rates, plus 1.10% per annum. Remuneration was fully paid upon the
maturity date.

On April 23, 2012 the Company issued a single series of thirty commercial promissory notes with unit face
value of R$ 1.0 million, for a total amount of R$ 30.0 million with maturity on December 3, 2012.
Remuneration interest charges will fall due corresponding to 100% of the accumulated variation in the
average daily Domestic Demand (DI) rates, plus 4.9% per annum. Remuneration was fully paid upon the
maturity date.

Leasing Agreements

Several leasing agreements which the Company entered are guaranteed through promissory notes. The
table below shows the promissory notes which amounts are considered relevant:

Contract binding Bank Issue Date Maturity Date
Outstanding as of
December 31
st
, 2012
615556-1 SANTANDER 07.27.2009 07.28.2014 1,448
615800-5 SANTANDER 08.27.2009 08.25.2014 2,976
615587-1 SANTANDER 05.08.2009 08.04.2014 700
19340110471 HSBC 09.15.2009 09.15.2014 1,374
19340115341 HSBC 12.29.2009 12.29.2014 2,874
19340116534 HSBC 02.05.2010 02.02.2015 1,291

As of the date of this Reference Form, the Company is part of several leasing agreements with several
financial entities, representing obligations of R$18 million as of December 31
st
, 2012. The Company
entered into such agreements as lessee, with the purpose of leasing (or in certain cases purchasing) the
equipment and other assets necessary for running its operations. Upon maturity of each leasing
agreement, the Company has the option to return the equipment or assets to the respective lessor, or
exercise an option to buy such equipment or asset, upon payment of a residual value. The amounts owed
under these leasing agreements are repaid in monthly installments, subject to a minimum guaranteed
payment corresponding to the lower amount for which the equipment or assets could be sold to a third-
party.

(ii) other long-term relationships with financial institutions

The Company contracted with financial institutions, instruments for monetary exchange protection
(hedge). These derivative instruments contracted by the Company have the intention to protect it, on



101
their equipment import operations, in the interval between the placing of orders and nationalization
against the risk of fluctuation in the exchange rate, and are not used for speculative means.

On December 31
st
, 2012, the Company possessed purchase orders with foreign suppliers of equipment
valued at approximately US$ 72.8 million (in 2011, these orders amounted to US$ 69.2 million, and in
2010, it amounted to US$ 72.8 million), all scheduled for payment until December, 2013.

(iii) degree of subordination between the debts

Usually the Companys loans and financings are guaranteed by:

(a) statutory lien; and
(b) receivables which the Company is entitled during the course of its activities.

Additionally, when the contraction of loans and financing, the company usually is requested to sign
promissory notes representing the respective debts, to facilitate its execution in case of default.
Most of the guarantees offered by the Company refers to loans contracted in previous years, when the
financial situation required that the Company offered substantial guarantees to facilitate its access to
credit.

After its initial public offer of shares held in April 2010, the Company conducted financing operations with
real guarantee only for FINAME, credit line from BNDES to finance investments in manufacturing portion
of its equipment, where, at the request of the financing contract, the equipment manufactured is disposed
to the end of the financing contract.

The Company believes that the existing terms relating to the provision of guarantees does not
significantly restrict the ability to contract new debt to meet our capital needs.

(i) any restrictions imposed on the issuer, in particular, for limits of indebtedness and contracting of
new debts, the distribution of dividends, disposal of assets, the issuance of new securities or disposal of
corporate control
Some of the Companys long-term financial instruments contain obligations relating to the maintenance of
certain levels for determined financial indicators. The main conditions imposed on financial instruments
entered into by the Company are: (i) the ratio between EBITDA and net debt (total bank debt minus cash
equivalents); and (ii) the ratio between EBITDA and net financial expenses. Thus, the Company is
required to maintain a relatively low indebtedness and a satisfactory capacity to pay its financial
obligations, and the hiring of new borrowings should meet these prerequisites. On the fiscal years ended
December 31
st
, 2010, 2011 and 2012, the Company was in compliance with the required levels for the
indicators.

The management of the Company believes that the current provisions will not significantly restrict the
ability to recruit new debt to meet its capital needs.

g. limits of use of financing already concluded

As of December 31
st
, 2012, the Company had approximately R$1.2 billion limit on credit operations
(leasing, working capital, borrowings and long-term debt, derivatives and pledge) with major financial
institutions operating in Brazil, and the amount of R$622.5 million has already been made available to the
Company and registered in its debt position.

h. significant changes in each item of the financial statements



102
In accordance with the existing accounting policies adopted in Brazil, the revenue reported in the income
statement should include only the gross inflows of economic benefits received and receivable by the
Company, when originating from their own activities. Amounts collected on behalf of third parties - such
as sales taxes, taxes on goods and services and from taxes on added value - do not generate benefits for
the Company and do not result in an increase in equity and therefore are excluded from revenue. Thus,
the comments below relating to variations between the results for the years ended December 31
st
, 2010,
2011 and 2012 refer only to net revenue, not to the gross revenue.

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Year ended December 31
st
(in millions of R$, except percentage)
2010 VA
(1)
(%) HA
(2)
(%) 2011 VA
(1)
(%) HA
(2)
(%) 2012 VA
(1)
(%) HA
(2)
(%)
Net Revenue of
Products Sold and
Services Provided
549.9 100% 36.0% 677.6 100% 23.2% 879.3 100% 24.8%
Heavy Construction
Divison
154.3 28.1% 5.5% 131.6 19.4% (14.7%) 174.1 19.8% 32.3%
Jahu Segment 105.1 19.1% 69.0% 155.8 23.0% 48.2% 238.0 27.1% 52.8%
Industrial Services
Segment
195.4 35.5% 38.2% 214.8 31.7% 9.9% 213.8 24.3% (0.5%)
Rental Segment 95.1 17.3% 74.8% 175.4 25.9% 84.5% 253.5 28.8% 44.5%
Events Segment
(Discontinued)
- - - - - - - - -

Cost of Products Sold
and Services Provided
(254.8) 46.3% 50.2% (340.4) 50.2% 33.6% (410.9) 46.7% 20.7%

Gross Profit 295.1 53.7% 25.8% 337.2 49.8% 14.3% 468.3 53.3% 38.9%

Operating Revenues
(expenses)

General and Administrative (147.6) 26.8% 35.7% (175.2) 25.9% 18.7% (218.5) 24.8% 24.7%

Operating Profit 147.5 26.8% 17.2% 162.0 23.9% 9.8% 249.9 28.4% 54.3%

Financial Expenses (24.3) 4.4% (4.0%) (46.6) 6.9% 91.6% (51.2) 5.8% 9.9%
Financial Income 18.7 3.4% 1884% 14.7 2.2% (21.3%) 12.1 1.4% (17.7%)

EBITDA 141.8 25.8% 49.8% 130.1 19.2% (8.3%) 210.7 24.0% 62.0%
Income Tax and Social
Contribution
(38.5) 7.0% 16.7% (38.0) 5.6% (1.4%) (59.2) 6.7% 55.8%

Net Income for the
Year
103.3 18.8% 51.0% 92.2 13.6% (10.7%) 151.5 17.2% 64.3%



103
(1)
Vertical analysis, which is a percentage of total net sales and services
(2)
Horizontal analysis, which is the percentage of variation in the income statement accounts between fiscal years indicated.

Year ended December 31
st
, 2012 compared with year ended December 31
st
, 2011

Revenue of Products Sold and Services Provided

The following table shows the Companys net revenue by segment for the years ended December 31
st
,
2011 and 2012:


Year ended December 31
st


2011 VA (%)
(1)
2012 VA (%)
(1)
HA (%)
(2)

(in millions of R$)
Heavy Construction Segment .............................. 131.6 19.4% 174.1 19.8% 32.3%
Jahu Segment ................................................... 155.8 23.0% 238.0 27.1% 52.8%
Industrial Services Segment ................................ 214.8 31.7% 213.8 24.3% (0.5%)
Rental Segment ................................................. 175.4 25.9% 253.5 28.8% 44.5%
Total ............................................................... 677.6 100% 879.3 100.0% 29.8%
(1)
Vertical analysis, which is a percentage of total net sales and services.
(2)
Horizontal analysis, which is the percentage of variation in the income statement accounts between fiscal years of 2011 and 2012.

In the year ended December 31
st
, 2012 the Companys net revenue from sales and services totaled
R$879.3 million, a new annual record, compared with R$677.6 million in the year 2011, an increase of
R$201.7 million, or 29.8%. This increase comes from the incremental revenue from the Rental, Jahu and
Heavy Construction segments. The analysis of the Company's management regarding the factors that led
to these changes is listed below.

Heavy Construction

Net revenue from the Heavy Construction business segment, totaled R$ 174.1 million in 2012, with an
increase of 32.3% or R$ 42.5 million compared to the previous year. The management of the Company
attributes that this increase was mainly due to the recovery of the Heavy Construction market, which had
been through a period of weakened demand during most of 2011.

Jahu

Net revenue from the Jahu business segment, totaled R$ 238.0 million in 2012, with an increase of 52.8%
or R$ 82.2 million compared to 2011, including expansion of 45.9% of the revenue with equipment rental.
The branches opened since November 2009 contributed with 51% of this segments revenue in the year.
The management of the Company attributed this expansion as a result of the investments in organic
growth made in this segment, since 2010.

Industrial Services

Net revenues for the Industrial Services business segment totaled R$ 213.8 million in 2012, in line with
the revenue for 2011, which was of R$ 214.8 million. On the evaluation of the management of the
Company, this revenue increase is mainly due to the adopted strategy of optimizing existing contracts,
prioritizing improvement of profitability over revenue growth.

Rental

Net revenue from the Rental business segment totaled R$ 253.5 million in 2012, which was 44.5% or R$
78.1 million greater than that of 2011, with the larger volume of rented equipment contributed with
98.5% of the revenue expansion between years. The branches opened since 2010 contributed with 62%



104
of this years revenue. On the evaluation of the management of the company, this increase is mainly
associated with increasing fleet of equipment, with investments in organic growth since 2010.

Taxes on Sales and Services

In accordance with existing accounting policies adopted in Brazil, the revenue reported in the financial
statement should include only the gross inflows of economic benefits received and receivable by the
Company, when originating from their own activities. Amounts collected on behalf of third parties - such
as sales taxes, taxes on goods and services and from taxes on added value - do not generate benefits for
the Company and do not result in an increase in equity and therefore are excluded from revenue. Thus,
the Company has not reported for the years ended December 31, 2011 and 2012, figures comparable to
this item.

Cost of products sold and services rendered and general and administrative Expenses

Since 2010, the Company began to detail its costs of goods sold and general and administrative expenses
by business segment and by nature, and the information by business segment has been presented only
on a consolidated basis, excluding the effects of depreciation.
The table below shows the Companys cost of goods sold and services rendered by nature in fiscal years
ended December 31, 2010 and 2011.

Year ended on December 31
st
, 2011 Year ended on December 31
st
, 2012 Variation 2011 x 2012
(1)


Direct cost
of
construction
and renting
General and
Administrative
Expenses Total
Direct cost
of
construction
and renting
General and
Administrative
Expenses Total
Direct cost
of
construction
and renting
General and
Administrative
Expenses Total
(in R$ million)
Labor (162.3) (89.9) (252.3) (179.2) (109.3) (288.6) (16.9) (19.4) (36.3)
Third-party Services (7.0) (17.4) (24.4) (6.3) (22.1) (28.4) 0.7 (4.7) (4.0)
Freight (13.4) (0.6) (14.0) (15.0) (0.8) (15.8) (1.6) (0.2) (1.8)
Construction Material
/ Maintanance and
Repair
(35.2) (4.1) (39.3) (41.7) (4.8) (46.5) (6.5) (0.7) (7.2)
Rent Equipment (10.0) (9.5) (19.4) (8.3) (11.3) (19.5) 1.7 (1.8) (0.1)
Travel (8.6) (11.4) (20.0) (8.6) (11.5) (20.1) 0.0 (0.1) (0.1)
Depreciation (73.0) (2.5) (75.5) (104.2) (3.3) (107.5) (31.2) (0.8) (32.0)
Amortization of
intangilbe assets
- (0.7) (0.7) - (1.1) (1.1) - (0.4) (0.4)
Asset impairment (4.6) - (4.6) (4.9) - (4.9) (0.3) - (0.3)
Allowance for
Doubtful Debts
- (11.4) (11.4) - (16.1) (16.1) - (4.7) (4.7)
Stcok Option - (3.1) (3.1) - (5.8) (5.8) - (2.7) (2.7)
Update provisions - (1.7) (1.7) - 4.0 4.0 - 5.7 5.7
Profit sharing - (7.9) (7.9) - (20.1) (20.1) - (12.2) (12.2)
Others (26.3) (15.0) (41.3) (42.6) (16.3) (58.9) (16.3) (1.3) (17.6)
Total (340.4) (175.2) (515.6) (410.9) (218.5) (629.4) (70.5) (43.3) (113.8)
(1)
Decrease (increase) of the total recorded from one period to another.

The table below shows the Companys cost of goods sold and services rendered and general and
administrative expenses by business segment in fiscal years ended December 31
st
, 2011 and 2012. The
information provided in this table does not reflect the effects of depreciation on such costs.


Year ended December 31
st

2011
x
2012

2011 (%)
(1)
2012 (%)
(1)
Var. (%)
(2)

(in R$ million)



105
Heavy Construction .................................... (73.8) 16.8% (89.7) 17.2% 21.5%
Jahu ......................................................... (89.8) 20.4% (124.5) 23.9% 38.6%
Industrial Services ..................................... (194.1) 44.2% (194.4) 37.3% 0.2%
Rental ...................................................... (81.8) 18.6% (112.2) 21.5% 37.2%
Total ..................................................... (439.4) 100.0% (520.8) 100.0% 18.5%
(1)
Percentage share of the segment of goods sold and services provided and general and administrative expenses
(2)
Percentage increase (decrease) of the total registered from one period to another.

Cost of goods sold and services provided, excluding the effects of depreciation, went from R$ 439.4
million in the year ended December 31, 2011 to R$ 520.8 million year ended December 31, 2012, an
increase of R$ 81.4 million, or 18.5%, mainly due to growth of the Companys business in 2012.

The depreciation of assets used in services rendered, which is part of the costs of goods sold and services
rendered increased 42.7% due to higher investments in the past years, from R$ 73.0 million for the year
ended on December 31, 2011 to R$ 104.2 million in the fiscal year ended December 31, 2012,
maintaining the average depreciation period of 10 years.

Considering the depreciation costs, the Companys cost of goods sold and services rendered totaled R$
410.9 million in the fiscal year ended December 31, 2012, compared with R$ 340.4 million in the fiscal
year ended December 31, 2011, representing an increase of 20.7%.

As a result of the maturity of the Companys investments and the recovery in Heavy Construction
demand, compared to net revenues, the total cost of goods sold and services provided, excluding the
effects of depreciation, decreased from 39.5% in the year ended December 31, 2011 to 34.9% in the
year ended December 31, 2012. Including the effects of depreciation, the same ratio decreased from
50.2% in the year ended December 31, 2011 to 46.7% in the fiscal year ended December 31, 2012.

The general and administrative expenses increased from R$ 175.2 million in the fiscal year ended
December 31, 2011 to R$ 218.5 million in the fiscal year ended December 31, 2012, an increase of R$
43.3 million, or 24.7%. In 2012, the technical and commercial team was expanded and some branches
were transferred to larger spaces, consistent with the growth of the companys businesses. Despite the
Company, at a first glance, incurred in greater general and administrative expenses and consequent
compression of margin, the management of the Company believes that these are fundamental measures
to enable its growth with productivity improvements in the operation of its warehouses and maintaining
the high technical quality of its services.

The ratio between the Companys operating, general, and administrative expenses in relation to the net
operating income went from 25.9% in the fiscal year ended December 31, 2011 to 24.8% in the fiscal
year ended December, 2012.

Operating Profit

Operating profit before financial result increased from R$ 162.0 million in the fiscal year ended December
31, 2011 to R$ 249.9 million in the fiscal year ended December 31, 2012, an increase of R$ 87.9 million,
or 54.3%. Companys management believes that such increase was a consequence of the recovery of the
Heavy Construction segment and the maturity of the investments made, as mentioned above. Operating
profit represented 28.4% of net revenues in December 31, 2012, compared to 23.9% of net revenues in
December 31, 2011.

Financial Results

Net financial expenses increased from R$ 31.8 million in the fiscal year ended December 31, 2011 to R$
39.2 million in the fiscal year ended December 31, 2012, representing an increase of R$ 7.4 million, as the
increase in bank debt was partially compensated by lower interest rates. The Company's bank debt, which



106
was R$ 410.9 million in December 31, 2011 increased to R$ 622.5 million in December 31, 2012. On August
2012, the Company issued its second debentures offering, a total amount of R$ 270.0 million. The
Company used the net proceeds from the issuance for (a) the financing of investments to be made by the
Company (b) the payment of the Companys debts (c) general uses and expenses.

Income Tax and Social Contribution

Expenditure on income tax and social contribution went from R$ 38.0 million in the fiscal year ended
December 31, 2011 to R$ 59.2 million in the fiscal year ended December 31, 2012, an increase of R$ 21.2
million, or 55.8%.

In the fiscal year ended December 31, 2012, the Companys deducted from its income tax and social
contribution the amount of R$ 14.2 million, due to the provisioning of interest on equity for distribution of
part of the annual results, while in fiscal year ended December 31, 2011 this deduction totaled R$ 8.3
million. Moreover, the effective rate of 2012 was 28.1% after adjustment of expenses not deductible,
compared to 29.2% in 2011.

Net Income

The net profit increased from R$ 92.2 million in the fiscal year ended December 31, 2011 to R$151.5
million in the fiscal year ended December 31, 2012, an increase of R$ 59.3 million, or 64.3%. This
expansion in due to the increase of net revenue (R$ 201.7 million), partially compensated by the
expansion in the amounts of cost of goods sold and services provided and general and administrative
expenses (R$ 113.8 million) and negative net profits (R$ 7.3 million).

Year ended December 31
st
, 2011 compared with year ended December 31
st
, 2010

Net Revenues from Sales and Services

The following table shows our net sales by segment for the years ended December 31
st
, 2010 and 2011
:

Year ended December 31
st


2010 VA (%)
(1)
2011 VA (%)
(1)
HA (%)
(2)

(in millions of R$, except percentage)
Heavy Construction ............................................ 154.3 28.1% 131.6 19.4% (14.7%)
Jahu ................................................................ 105.1 19.1% 155.8 23.0% 48.1%
Industrial Services ............................................ 195.4 35.5% 214.8 31.7% 9.9%
Rental .............................................................. 95.1 17.3% 175.4 25.9% 84.5%
Total ............................................................... 549.9 100% 677.6 100% 23.2%
(1)
Vertical analysis, which is a percentage of total net sales and services.
(2)
Horizontal analysis, which is the percentage of variation in the income statement accounts between fiscal years of 2010 and 2011.

In the year ended December 31st, 2011 the Companys net revenue from sales and services totaled R$
677.6 million, a new annual record, compared with R$549.9 million in the same period in 2010, an
increase of R$127.7 million, or 23.2%. This increase comes from the incremental revenue from the
Rental, Jahu and Industrial Services segments, partially offset by the Construction segment revenues
decrease. The analysis of the Company's management regarding the factors that led to these changes are
listed below.

Heavy Construction

Net revenue from the Heavy Construction business segment, decreased from R$154.3 million in the year
ended December 31st, 2010 to R$131.6 million in 2011, a R$22.7 million reduction, or 14.7%. The
management of the Company attribute that this reduction was mainly due to the weakening of demand in
the Heavy Construction segment from the end of 2010 to mid-2011.



107
Jahu

Net revenue from the Jahu business segment, increased from R$ 105.1 million in the year ended
December 31st, 2010 to R$ 155.8 in 2011, an increase of R$ 50.7 million, or 48.1%. The management of
the Company attributed this expansion as a result of the investments made since 2010 and the success of
the geographic expansion of this segment.

Industrial Services

Net revenues for the Industrial Services business segment increased from R$ 195.4 million in the year
ended December 31st, 2010 to R$ 214.8 million in 2011, an increase of R$ 19.4 million, or 9.9%. On the
evaluation of the management of the Company, this revenue increase is mainly due to revenue growth in
maintenance services contracts, which represented 73,7% of the revenue in 2011.

Rental

Net Revenue from the Rental business segment increased from R$ 95.1 million in the year ended
December 31st, 2010 to R$ 175.4 million in 2011, an increase of R$ 80.3 million, or 84.5%. On the
evaluation of the management of the company, this increase is associated with the organic growth from
this segment, with increasing fleet of equipment and geographical expansion.

Cost of products sold and services rendered and general and administrative expenses

Since 2010, the Company began to detail its costs of goods sold and general and administrative expenses
by segment and by nature, and the information by segment has been presented only on a consolidated
basis, excluding the effects of depreciation.

The table below shows the Companys cost of goods sold and services rendered by nature in fiscal years
ended December 31, 2010 and 2011.

Year ended on December 31
st
, 2010 Year ended on December 31
st
, 2011 Variation 2010 x 2011
(1)


Direct cost
of
construction
and renting
General and
Administrative
Expenses Total
Direct cost
of
construction
and renting
General and
Administrative
Expenses Total
Direct cost
of
construction
and renting
General and
Administrative
Expenses Total
(in R$ million)
Labor (122.3) (80.0) (202.2) (162.3) (89.9) (252.3) (40.1) (10.0) (50.0)
Third-party
Services
(5.1) (15.0) (20.1) (7.0) (17.4) (24.4) (1.9) (2.4) (4.3)
Freight (12.4) (0.4) (12.7) (13.4) (0.6) (14.0) (1.1) (0.2) (1.3)
Construction
Material /
Maintanance and
Repair
(24.4) (6.2) (30.5) (35.3) (4.1) (39.3) (10.9) 2.1 (8.9)
Rent Equipment (11.3) (5.4) (16.7) (10.0) (9.5) (19.4) 1.3 (4.1) (2.8)
Travel (6.2) (8.5) (14.7) (8.6) (11.4) (20.0) (2.4) (2.9) (5.3)
Depreciation (44.9) (1.7) (46.6) (73.0) (2.5) (75.5) (28.1) (0.8) (28.9)
Amortization of
intangilbe assets
0.0 (0.5) (0.5) 0.0 (0.7) (0.7) 0.0 (0.2) (0.2)
Asset impairment (4.0) (4.0) (4.6) (4.6) (0.5) 0.0 (0.5)
Allowance for
Doubtful Debts
(1.5) (1.5) (11.3) (11.3) 0.0 (9.8) (9.8)
Stcok Option (0.6) (0.6) (3.1) (3.1) 0.0 (2.5) (2.5)
Update provisions 2.6 2.6 (1.4) (1.4) 0.0 (4.0) (4.0)
Profit sharing (17.6) (17.6) (7.9) (7.9) 0.0 9.7 9.7
Others (24.4) (13.1) (37.4) (26.3) (15.4) (41.7) (1.9) (2.4) (4.3)
Total (254.8) (147.6) (402.4) (340.4) (175.2) (515.6) (85.6) (27.6) (113.2)
(1)
Increase (decrease) of the total recorded from one period to another.



108



The table below shows the Companys cost of goods sold and services rendered and general and
administrative expenses by segment in fiscal years ended December 31, 2010 and 2011. The information
provided in this table does not reflect the effects of depreciation on such costs.


Year ended on December 31
st
,
2010
x
2011

2010 (%)
(1)
2011 (%)
(1)
Var. (%)
(2)

(in R$ million)
Heavy Construction Segment .............................. (80.7) 22.7% (73.8) 16.8% (8.6%)
Jahu Segment.................................................... (61.3) 17.2% (89.8) 20.4% 46.5%
Industrial Services Segment ................................ (169.3) 47.6% (194.1) 44.2% 14.6%
Rental Segment ................................................. (44.1) 12.4% (81.8) 18.6% 85.5%
Total ................................................................ (355.4) 100% (439.4) 100% 23.6%
(1)
Percentage share of the segment of goods sold and services provided and general and administrative expenses
(2)
Percentage increase (decrease) of the total registered from one period to another.

Cost of goods sold and services rendered, excluding the effects of depreciation, went from R$ 209.9
million in the year ended December 31, 2010 to R$267.4 million year ended December 31, 2011, an
increase of R$ 57.5 million, or 27.4%, mainly due to growth of the Companys business in 2011, both in
number of transactions and contracts as geographically.


The item cost of goods sold and services rendered which showed the largest absolute increase between
fiscal years ended December 31, 2010 and 2011 was personnel item, which increased R$ 42.0 million,
mainly influenced by the growth of Industrial Services and Jahu Segments revenue, which were
responsible for 76% of this increase.

The depreciation of assets used in services rendered, which is part of the costs of goods sold and services
rendered increased 61.9% due to higher investments in the fiscal year ended December 31, 2011, from
R$ 46.6 million for the year ended on December 31, 2010 to R$75.5 million in the fiscal year ended
December 31, 2011, maintaining the average depreciation period of 10 years.

Considering the depreciation costs, the Companys cost of goods sold and services rendered totaled R$
340.4 million in the fiscal year ended December 31, 2011, compared with R$ 254.8 million in the fiscal
year ended December 31, 2010, representing an increase of 33.6%.

As a result of these factors, compared to net operating revenues, the total cost of goods sold and services
rendered, excluding the effects of depreciation, increased from 38.2% in the year ended December 31,
2010 to 39.4% in the year ended December 31, 2011. Including the effects of depreciation, the same
ratio increased from 46.3% in the year ended December 31, 2010 to 50.2% in the fiscal year ended
December 31, 2011.

The general and administrative expenses increased from R$ 147.6 million in the fiscal year ended
December 31, 2010 to R$ 175.2 million in the fiscal year ended December 31, 2011, an increase of R$
27.6 million, or 18.7%. The main explanation for the increase was the need to develop technical and
commercial teams in the new branches from the Jahu and Rental segments, to meet the expansion of
these segments, which led to the hiring of new employees for this purpose.

The ratio between the Companys operating, general, and administrative expenses in relation to the net
operating income went from 26.8% in the fiscal year ended December 31, 2010 to 25.9% in the fiscal
year ended December, 2011.




109
Operating Profit

Operating profit before financial income increased from R$147.5 million in the fiscal year ended December
31, 2010 to R$162.0 million in the fiscal year ended December 31, 2011, an increase of R$14.5 million, or
9.8%. Such increase was a consequence of the recovery of the Heavy Construction and the maturation of
the new branches from the Rental and Jahu segment. Operating profit represented 23.9% of net
revenues in December 31, 2011, compared to 26.8% of net revenues in December 31, 2010.

Financial Results

Net financial expenses increased from R$5.6 million in the fiscal year ended December 31, 2010 to R$ 31.8
million in the fiscal year ended December 31, 2011, representing an increase of R$ 26.2 million. The
Company's bank debt, which was R$ 132.6 million in the fiscal year ended December 31, 2010 increased to
R$ 410.9 million in the fiscal year ended December 31, 2011. On April from 2011, the Company issued its
first debentures offering, a total amount of R$ 270.0 million. The Company used the net proceeds from the
issuance for (a) the redemption of all 90 days commercial papers, issued on March 2011, totaling R$ 30
million, (b) investments defined in the Mills expansion plan, including part of estimated investments of R$
337 million in 2011, (c) rearrangement of cash balance following the acquisition of 25.0% of Rohrs total
capital stock, and (d) general corporate.

Income Tax and Social Distribution

Expenditure on income tax and social contribution went from R$38.5 million in the fiscal year ended
December 31, 2010 to R$38.0 million in the fiscal year ended December 31, 2011, a decrease of R$0.5
million, or 1.3%.

In the fiscal year ended December 31, 2011, the Companys deduct from its income tax and social
contribution the amount of R$8.3 million, due to the provisioning of interest on equity for distribution of
part of the annual results, while in fiscal year ended December 31, 2010 this deduction totaled R$8.6
million. Moreover, the effective rate of 2011 was 29.2% after adjustment of expenses not deductible,
compared with 27.2% in 2010.

Net Income

The net profit increased from R$103.3 million in the fiscal year ended December 31, 2010 to R$92.2
million in the fiscal year ended December 31, 2011, a decrease of R$11.1 million, or 10.8%, based on the
combined effect of the components mentioned above.

Year ended December 31
st
, 2012 compared to year ended December 31
st
, 2011
Current Assets
The Companys current assets increased from R$ 224.9 million as of December 31, 2011 to R$ 473.7
million as of December 31, 2012, an increase of R$ 248.8 million or 110.6%. The main reasons for such
increase, in the assessment of the management of the Company, were:

an increase of R$ 159.6 million in securities and marketable securities, due to the proceeds from the
Companys second offering of debentures held in September 2012;
an increase of R$ 55.6 million in accounts receivable, reflecting an increase in the Companys
revenue;
an increase of R$ 15.7 million in inventories due to the expanding activities of the Company;
an increase of R$ 13.0 million in recoverable taxes, due to PIS and COFINS credit over permanent
asset acquisitions;



110
a reduction of R$ 4.8 million in advanced payments to suppliers, as a consequence of the receiving
payments.

Non-current Assets

The Companys non-current assets of R$ 50.0 million as of December 31, 2011 was decreased to R$ 45.1
million as of December 31, 2012, a decrease of R$ 4.9 million or 9.8%. The main variation in the non-
current assets was in the deferred taxes account due to the settlements and to write-downs of financial
leases.

Investment

In 2012 the Company maintained the same registered investment value as 2011 of R$ 87.4 million. In
January, 2011 it acquired 25.0% of the total voting capital of Rohr for R$ 90.0 million. The Company
received in 2011, R$ 2.6 million of shareholder remuneration from Rohr related to previous fiscal years
than 2011, and therefore was recorded as a reduction for the acquisition investment.

PPE Property, Plant and Equipment

The Companys PPE increased from R$ 872.9 million as of December 31, 2011 to R$ 1,003.3 million at
December 31, 2012, an increase of R$ 130.4 million, or 14.9%. On the evaluation of Companys
management, the increase in this category, plus depreciation and write-offs, reflects the investments
made by the Company to meet the increasing demands of their clients.

Intangible assets

The Companys intangible assets increased from R$ 45.5 million as of December 31, 2011 to R$ 54.5
million as of December 31, 2012, mainly due to R$ 9.2 million in software acquisition.

Current liabilities

The Companys current liabilities increased from R$ 177.7 million as of December 31, 2011, to R$ 214.5
million as of December 31, 2012, an increase of R$ 36.8 million. The main factors that led to this change,
according to the managements opinion, were:

increase of R$ 14.3 million in dividends and payable interest on capital, due to the good result of
the Company and consequent increase in shareholder remuneration;
increase of R$ 12.2 million in the profit sharing payable account, due to the expansion of the
variable remuneration program EVA in the year of 2012, in comparison with 2011;
increase of R$ 11.9 million in the trade payables account, due to the higher investment volume in
2012;
increase of R$ 10.5 million in the taxes payables account, due to the tax revenues such as PIS,
CONFINS and ICMS;
increase of R$ 6.9 million, in the short-term debentures balance, due to the debentures offering
in September 2012, in the amount of R$270 million;
reduction of R$ 23.5 million in the short-term loans and financing balance, due to the liquidation
of the promissory notes in December 2012.



111

Non-current liabilities

The non-current liabilities increased from R$ 366.7 million as of December 31, 2011 to R$ 590.2 million as
of December 31, 2012, an increase of R$ 223.5 million, or 60.9%. On the Companys management
evaluation, the main factor that led to this variation was the R$ 269.0 million increase in the long-term
debenture account, due to the second debenture issuance in September 2012, in the amount of R$ 270
million.

Stockholders Equity

Shareholders equity increased from R$ 736.1 million as of December 31, 2011 to R$ 859.3 million as of
December 31, 2012, an increase of R$ 123.2 million, or 16.7%, substantially due to the increase of the
Companys income reserve.

Year ended December 31
st
, 2011 compared to year ended December 31
st
, 2010
Current Assets
The Companys current assets increased from R$ 307.9 million as of December 31, 2010 to R$224.9
million as of December 31, 2011, a decrease of R$ 83.0 million or 27.0%. The main reasons for such
increase, in the assessment of the Management of the Company, were:

a reduction of R$ 136.1 million in securities and marketable securities, the outstanding amount
was completely used during the acquisition of Rohrs share and other investments of the
Company;
an increase of R$ 29.0 million in cash, cash equivalents, due to proceeds from the Companys
primary offering of debentures held in April 2011;
an increase of R$ 17.0 million in accounts receivable, reflecting an increase in the Companys
revenue;
an increase of R$ 5.6 million in inventories due to the expanding activities of the Company;

Non-current assets

The Companys non-current assets of R$ 23.1 million as of December 31, 2010 was increased to R$58.0
million as of December 31, 2011 an increase of R$ 34.9 million or 151.1%. The main variations in the
non-current assets were:

an increase of R$ 27.7 million in the taxes recoverable account, referring to claims of PIS -
Programa de Integrao Social and COFINS - Contribuio para Financiamento da Seguridade
Social on fixed assets, given the need to change the calculation method of 1/12 to 1/48. The
Company not agreeing with the interpretation from the IRS, filed a petition for a writ of mandate
in order to continue to use the credits to a ratio of 1/12 and;
an increase of R$ 8.1 million in the deferred taxes account due to the increase of provisions for
losses by the reduction of the recoverable value of the receivables and since on December 31,
2011 being presented gross from deferred liabilities.



112

Investment

In 2011 the Company registered an investment value of R$ 87.4 million. In January, 2011 it acquired
25.0% of the total voting capital of Rohr for R$ 90 million. The Company received in 2011, R$ 2.6 million
of shareholder remuneration from Rohr related to previous fiscal years than 2011, and therefore was
recorded as a reduction for the acquisition investment.

PPE Property, Plant and Equipment

The Companys PPE increased from R$551.2 million at December 31, 2010 to R$872.9 million at
December 31, 2011, an increase of R$321.7 million, or 58.4%. On the evaluation of the Company, the
increase in this category, plus depreciation and write-offs, reflects the investments made by the Company
to meet the increasing demands of their clients increased customer demand.

Intangible assets

The Companys intangible assets increased from R$41.9 million as of December 31, 2010 to R$45.5
million as of December 31, 2011, mainly due to R$2.6 million in software acquisition and R$2.0 million of
goodwill from the acquisition of GP Andaimes Sul Locadora Ltda (GP Sul).

Current liabilities

The Companys current liabilities increased from R$ 160.8 million as of December 31, 2010, to R$ 177.7
million as of December 31, 2011, an increase of R$ 16.9 million. The main factors that led to this change,
according to the Managements opinion, were:

increase of R$ 18.6 million in the short-term loans and financing balance, due to the issuance of
promissory notes in December 2011, to enable the Companys investments in 2011;

decrease of R$ 9.6 million in the profit sharing payable account, due to the reduction of the
variable remuneration program EVA in the year of 2011, in comparison with 2010;

reduction of R$ 7.0 million in the Companys derivative financial instruments account, due to the
settlement of the hedge contracts and also the Dollar variations;

increase of R$ 6.1 million, in the short-term debentures balance, due to the debentures offering
in April 2011, in the amount of R$270 million;

increase of R$ 3.2 million in the trade payables account, due to the higher investment volume in
2011;
increase of R$ 3.7 million in salaries and payroll charges, due to the increase in payroll resulting
from the higher number of employees necessary to accommodate the increased volume of
business.

Non-current liabilities

The non-current liabilities increased from R$ 108.2 million as of December 31, 2010 to R$ 374.7 million as
of December 31, 2011, an increase of R$ 266.5 million, or 246.3%. The main factor that led to this
variation according to the managements opinion, was the R$ 268.4 million increase in the long-term
debenture account, due to the debenture issuance in April 2011, in the amount of R$ 270.0 million.
Additionally, the deferred tax liability started to be presented as gross.



113
Stockholders Equity

Shareholder's equity increased from R$ 655.2 million as of December 31, 2010 to R$ 736.1 million as of
December 31, 2011, an increase of R$ 80.9 million, or 12.3%, substantially due to the increase of the
Companys income reserve. As a result of the exercise of the right of withdrawal by dissident shareholder
of the deliberations of the extraordinary general meeting held on August 1, 2011, the company repaid to
the unrealized profit reserve, issuing 99,140 of its own shares, for R$ 535 thousand. On September 23,
2011 approval was granted by the Board of Directors to a motion to cancel all the shares.
CASH FLOW

Year ended December 31
st
,

2010 2011 2012
(in R$ millions)
Cash flow from operating services ................................................................................... 121.6 140.6 202.3
Cash flow from investment activities ................................................................................ (461.8) (359.4) (393.1)
Cash flow from (used in) financing activities ..................................................................... 344.8 247.8 199.8
Increase (decrease) in liquidity ....................................................................................... 4.6 29.0 9.0

Cash Flow from Operating Activities
Between 2010 and 2012, the company managed to substantially improve its operating results, as
discussed above, thereby improving operating cash generation, which, in 2010, was R$ 121.6 million,
increasing to R$ 140.6 million in 2011 and reaching R$ 202.3 million in 2012, a growth in 2011 and 2012
of 15.6% and 43.9%, respectively. According do managements opinion, the investments made were
critical for this improvement, which allowed to significantly increase the Companys revenues and
operational results, in an increasing demand market.

Cash Flow from Investing Activities

The gross investments in PPE for the years ended December 31, 2010, 2011 and 2012 amounted to R$
348.5 million, R$ 430.3 million, and R$ 287.4 million respectively. In 2010, the Initial Public Offering of
shares of the Company provided net proceeds of R$ 411 million, which enabled the Company to expand
its investments in all segments to meet the growing demand in markets where it operates. In 2011, the
Company maintained its level of investment in organic growth, in addition to the acquisition of 25.0%
stake of Rohr and 100% of the capital of GP Sul of R$ 87.4 million and R$ 5.5 million, respectively. In
2012, the Company invested to continue seizing attractive opportunities in its operating markets.

The table below shows the investments in PPE made in 2010, 2011 and 2012:


Year ended December 31
st
,

2010 2011 2012
(in R$ millions)
Gross investments, before PIS and COFINS credits ............................................................ (348.5) (430.3) (287.4)
Acquisition of Rohrs stake .............................................................................................. - - -
Remuneration for Rohrs stake ........................................................................................ - - -
Acquisition of GP Sul ...................................................................................................... - (2.8) -
Total Gross investments ................................................................................................. (348.5) (433.5) (287.4)
PIS and COFINS credits .................................................................................................. 19.4 29.5 25.6
Net Investments ............................................................................................................ (329.1) (404.0) (261.8)
The gross investments in intangible assets in the years ended December 31
st
2010, 2011 and 2012 totaled
R$3.1 million, R$2.6 million (excluding the goodwill from GP Suls acquisition) and R$10.1 million,
respectively.
Cash Flow from Financing Activities




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The cash flow from financing activities includes new loan agreements, the amortization of the principal
and payment of interest on existing loans, as well as increases in the capital stock, and dividend payment.
In 2010, the Company completed its Initial Public Offering which generated net proceeds of R$ 411
million and allowed the Company to expand its investments across all segments to meet the growing
demand in the markets which it serves and to liquidate part of the more expensive debt. The Company is
committed to maintain its total indebtedness at manageable levels in relation to its cash flows, in terms of
deadlines and values.

In 2011, the Company completed its first debentures issuance on a total amount of R$ 270.0 million with
maturity of five years, and issued commercial promissory notes totaling R$ 30.0 million and R$ 27.0
million, maturing on June 27, 2011 and December 1, 2012, respectively.

In 2012, the Company captured R$ 270.0 million through its second non-convertible debentures issuance,
made in two series. The first series, at the value of R$ 160.9 million, has a 5-year term, with amortization
starting from the fourth year, and interest rates equivalent to CDI + 0.88%. The second series, at the
value of R$ 109.1 million, has an 8-year term, with amortization starting from the sixth year, and interest
rates equivalent to IPCA + 5.50%. The net proceeds of the offering will be used for the financing of
investments in 2013, general uses and expenses and for the payment of debts, allowing the reduction of
cost and expansion of its average term. The Company also issued, in April 2012, promissory notes at the
amount of R$ 30.0 million, with maturity date in December 3
rd
, 2012.

10.2 The directors must comment on

a. Results of the Companys operations, in particular:

(i) description of important components of revenue

Net Revenue from Sales and Services
The net revenues from sales and services are denominated in reais, and are derived from the rental and
sale of equipment, the provision of technical support services, and penalty payments for unreturned or
damaged equipment. The table below sets forth the breakdown of the net revenue for the periods
indicated:

Year ended December 31
st
,

2010 2011 2012
Equipment Rental ........................................................................................ 62,2% 67.0% 69.2%
Sale of Equipment ....................................................................................... 6,7% 6.0% 8.4%
Technical Support Services ........................................................................... 27,5% 23.6% 19.8%
Indemnifications ......................................................................................... 3,5% 3.4% 2.6%

(ii) Factors that materially affected operational outcomes

Cost of Products Sold and Services Rendered

Its main cost of products sold and services rendered relates to costs for executing the projects in which
the Company are involved, including (i) personnel for assembly and disassembly of equipment rented to
its clients when such tasks are carried out by the Company; (ii) cost of the equipment sub-leased from
third parties when the Companys inventories are insufficient to meet demand; (iii) cost of materials used
in the provision of its services, which include individual safety equipment, wood, paint and insulation
material; and (iv) freight costs relating to the transportation of equipment between its branches and
eventually to its clients. Costs related to the execution of its projects represented 87.0%, 78.5% and
73.4% of its principal costs of sales and services rendered, excluding depreciation, in the years ended
December 31, 2010, 2011 and 2012, respectively. On the evaluation of the company's management, this



115
reduction was due to the expansion of equipment sales costs, mainly in the Jahu and Rental segments. In
addition, the Company incurred in (i) costs deriving from the sale of equipment; (ii) depreciation of
equipment rented; (iii) expenses with equipment storage, as from and including 2011; and (iv) cost of
write-offs of assets.

The cost of products sold and services rendered by its Heavy Construction, Jahu and Rental segments
tends to grow less than their net revenues, as some components of these costs do not grow at the same
rate of the revenue. As for the Industrial Services business segment, which by the nature of its activities
require the use of more workforce, variation tends to be directly related to the change in net revenue.

General and Administrative Expenses

The Companys main general and administrative expenses refer to contract coordination, encompassing
the project teams and engineers in the commercial area, responsible for the management and supervision
of each of its projects, which correspond basically to salaries, payroll charges and benefits, with the rest
relating to travel, representation and communications expenses, as well as the overhead of the
administrative areas. Due to the nature of its business, the Company does not have a department only
dedicated to sales. Expenses related to the management of its contracts represented 47.8%, 57.3% and
50.1% of its total general and administrative expenses during the fiscal years ended December 31, 2010,
2011 and 2012, respectively. According to the Companys management, this decrease in 2012 was
mainly due to the growth in general expenses associated with moving some branches to larger spaces
and in expenses associated with the profit-sharing program, the latter due to a greater EVA in 2012
compared to 2011.

Other material general and administrative expenses include: (i) administrative expenses incurred with
respect to its financial, investor relations, and human resources departments, as well as its executive
management, including salaries and benefits, (ii) expenses in connection with the Companys employee
profit-sharing plans and expenses related to its stock option plans, (iii) other administrative expenses,
which include, in particular, expenses resulting from adjustments to its provisions for contingencies, and
(iv) expenses with the storage of equipment until and including the year of 2010.

Financial Results

The Companys financial results consist of its financial expenses, net of financial revenues. The Companys
main financial expenses include interest payments on loans, leasing operations, and costs associated with
discounting to present value certain long-term receivables derived from the sale of equipment owned by
its former Events business segment. Its main financial revenues consist of income from its financial
investments and interest in connection with late payments by its clients.

Income and Social Contribution Taxes

Income and social contribution taxes are calculated in accordance with Brazilian tax laws and regulations
in force at the date of presentation of its financial statements. Deferred income and social contribution
taxes are calculated in accordance with accumulated tax losses, accumulated bases of social
contributions, and the corresponding temporary differences between the asset and liability tax bases and
the accounting values entered in the financial statements. The current income and social contribution tax
rates applicable to the calculation of such deferred credits are 25% and 9%, respectively.

b. Changes attributable to changes in prices, volume changes and introduction of new
products and services.

The Companys revenues have a direct correlation with changes in price and volume of equipment rented
to clients. Introduction of new products and services also directly impact revenue. As for inflation, the



116
correlation of its revenue is indirect, in the extent that the adjustments take place only in the renewal or
closing of new contracts, reflecting the past inflation. As regards to the exchange rate fluctuation,
currently there is no correlation to its revenue, except that the Rental segments equipment are imported
and hence have their acquisition cost in foreign currency. Consequently, in the future, the rental revenue
from this business segment may be influenced by possible in exchange rates variations. In terms of
volume, the revenue variation for the Heavy Construction business segment was affected by the volume
decrease from the end of 2010, and only recovering at the second half of 2011. The increased revenue
from the Jahu and Rental segments over the past three years are the result of the increase in the volume
of rented equipment and sales, given favorable market conditions and its geographic expansion.

c. Impact of inflation, price variations of main inputs and products, exchange rate
and interest rate on operating profit and the issuer's financial result.

The Companys expenses are subject to impact of inflation via wage increases for employees, a raise in
the cost of the hired services, such as freight, and inputs used in the provision of services, such as paints
and materials for thermal insulation, through financial expenditure due to the remuneration of the
debentures which are subject to monetary restatement by the accumulated variation of IPCA. Moreover,
the equipment the Company invests in to use at its services are also subject to increases due to inflation
and changes in commodity prices, mainly steel and aluminum. In the case of Rental business segment,
the prices of the equipment the Company uses can increase according to the fluctuation of the exchange
rate, because they are imported.

10.3 The directors must comment on the relevant effects that the events listed below may
have caused or are expected to cause on the Companys financial statements or its results

a. Introduction or disposal of operating segment

The Company did not introduce or dispose of any segment in the analyzed period.

b. Constitution, acquisition or diverstiture of shareholdings

Acquisition of 25% of Rohr S/A Estruturas Tubulares

On January 19, 2011, the Company entered into a purchase and sale agreement to acquire 25% of the
voting and total capital of Rohr for R$ 90 million, paid on February 8, 2011. In September 2011, Rohr
acquired 9% of its own stock, and as a consequence, the Companys share went from 25% to 27.5%.

Rohr is a private company specializing in access engineering and the provision of construction solutions,
with more than 45 years of experience in the market. The company operates in the heavy construction
and infrastructure, building construction, industrial maintenance and events sector.

The Company will not participate in the management of Rohr, as this is a strategic acquisition, whereby
Mills aims to increase its presence in its areas of activity - infrastructure, residential and commercial
construction, oil and gas, etc.

Acquisition of GP Sul

On May 27, 2011, the Company entered into a purchase and sale agreement to acquire 100% of the
voting and total capital of GP Sul for R$ 5.5 million.

GP Sul is a privately held company located in Porto Alegre, and one of the largest players in the
suspended scaffold rental market to residential and commercial construction in the state of Rio Grande do
Sul.



117

On the evaluation of the Management of the Company, this strategic acquisition enabled the Company to
become the leader in the suspended scaffold rental market in the state of Rio Grande do Sul and to
broaden its exposure to the residential and commercial construction market in the South region, in line
with the geographic expansion plan of Jahu Residential and Commercial Construction business segment.

On August 1st, 2011, was approved, in Extraordinary Shareholders Meeting, the merger of GP Sul by the
Company, in its protocol and merger justification terms. The objectives of the merger were (i) optimize
and centralize the activities developed by GP Sul in the Companys management, therefore, rationalizing
the operations and consequently reducing costs; and (ii) take advantage of the tax benefit resulting from
the amortization of R$ 4.7 million generated in its acquisition of at least five years, as from the 2011 fiscal
year.

c. Unusual transactions or events


There were no unusual transactions or events in the analyzed period.

10.4 The directors must comment on:

a. Significant changes in accounting practices

New and revised standards and interpretations issued and not yet adopted
The Company has not applied the following new and revised IFRSs that have been issued but are
not yet effective:

IFRS 9 Financial Instruments (1)
IFRS 10 Consolidated Financial Statements (2)
IFRS 11 Joint Arrangements (2)
IFRS 12 Disclosure of Interests in Other Entities (2)
IFRS 13 Fair Value Measurement (2)
Amendments to IAS 1 Presentation of Items of Other Comprehensive Income (3)
(revised in 2011)
Amendments to IFRS 7 Disclosures - Offsetting Financial Assets and Financial Liabilities (2):
Amendments to IAS 32 Offsetting Financial Assets and Financial Liabilities (4)
IAS 19 (revised in 2011) Employee Benefits (2)
IAS 27 (revised in 2011) Separate Financial Statements (2)
IAS 28 (revised in 2011) Investments in Associates and Joint Ventures (2)
(1) Effective for annual periods beginning on or after January 1, 2015.
(2) Effective for annual periods beginning on or after January 1, 2013.
(3) Effective for annual periods beginning on or after July 1, 2012.
(4) Effective for annual periods beginning on or after January 1, 2014.

IFRS 9 - Financial Instruments (a) - Financial Instruments establishes principles for the financial
reporting of financial assets and financial liabilities that will present relevant and useful
information to users of financial statements for their assessment of the amounts, timing and
uncertainty of an entity's future cash flows.



118
IFRS 10 - Consolidated Financial Statements (b) - Consolidated Financial Statements includes a
new definition of control in the determination of which entities will be included in the consolidated
financial statements of a group. IFRS 10 partially supersedes IAS 27 (CPC 36).
IFRS 11 - Joint Arrangements (b) - Joint Arrangements prescribes the accounting for contracts in
which there are joint control. Proportionate consolidation will no longer be permitted for joint
ventures and/or joint arrangements.
IFRS 12 - Disclosure of Interests in Other Entities (b) - Disclosure of Interests in Other Entities
determines the disclosure requirements for subsidiaries, jointly controlled entities and/or joint
ventures, associates and special purpose entities. IFRS 12 replaces requirements previously
included in IAS 27 (CPC 35), IAS 31 (CPC 19) and IAS 28 (CPC 18).
IFRS 13 - Fair Value Measurement (b) - Fair Value Measurement - IFRS 13 replaces the guidelines
related to fair value measurement in the existing IFRSs by a single standard. More extensive
disclosures will be required.

While it awaits the approval of the international standards by the CPC, the Company is analyzing the
impacts of these new standards on its financial statements.
The Transaction Taxation System (RTT)
For purposes of calculating income tax and social contribution on net profit for the fiscal year 2008,
Brazilian companies could opt for Transition Taxation System (Regime Tributrio de Transio - RTT),
which allows the corporation to eliminate the accounting effects of the Law 11,638, through records in the
Book of Calculation of Taxable Income (Livro de Apurao do Lucro Real - LALUR) or auxiliary, without
any change in bookkeeping. The choice of this scheme should be made upon presentation of the
Declaration of Legal Entities Income Tax of calendar year 2008.

The Transition Taxation System (RTT) will remain in effect until such time as laws take effect in Brazil to
govern the tax effects of the new accounting practices introduced, with a view to tax neutrality.
The Company elected to adopt the RTT in 2008. As a consequence, for purposes of calculating income tax
and social contribution on net income for the years ended December 31, 2009 and 2008 the Company
used the prerogatives defined in the RTT, which in 2010 became mandatory.

b. Significant changes in accounting practices

There was no change in significant accounting practices, methods of calculation, judgments, estimates
and accounting assumptions in the financial statements of the company for the fiscal years ended
December 31, 2012, 2011 and 2010.

b. Qualifications or points on the auditors opinion

There were no qualifications or points relating to financial statements on the opinion issued by the
independent auditor.

10.5 The management shall indicate and comment on critical accounting policies adopted
by the issuer, by exposing mainly the accounting estimates made by management on
uncertain and relevant questions for description of the financial situation and the results,
which require subjective or complex judgments, such as: provisions, contingencies,
recognition of revenue, fiscal credits, long-term assets, useful life of non-current assets,
pension plans, conversion adjustments in foreign currency, recovery environmental costs,
standards for testing the recovery of assets and financial instruments.



119
Estimates and judgments used in the preparation of Financial Statements

Preparation of the Companys financial statements requires Management to make judgments and
estimates and adopt premises that affect the amounts of revenues, expenses, assets and liabilities, as
well as disclosures of contingent liabilities as of the reporting date. Nevertheless, the uncertainty relating
to such assumptions and estimates may lead to results that require significant adjustment to the carrying
value of the asset or liability affected in future periods.

The main assumptions relating to sources of uncertainties in the future estimates and other importance
sources of uncertainty in estimates as of the reporting date, involving significant risk of causing a major
change in the carrying value of assets and liabilities in the next financial year, are as set out below:

Impairment of non-financial assets
Transactions with payments based on shares
Taxes
Fair value of financial instruments
Provisions for tax, civil and labor risks
Useful life of fixed assets
Revenue recognition

Following, the Companys Management presents a discussion about what they consider relevant as
accounting practices for the presentation of Companys financial information.

(i) Financial Instruments

Financial assets and liabilities are recognized when the Company becomes a party to the contractual
provisions of the respective instrument.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are
directly attributable to the acquisition or issue of financial assets and financial liabilities (other than
financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from
the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition.
Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair
value through profit or loss are recognized immediately in profit or loss.

(ii) Current and deferred income tax and social contribution

Income tax expense comprises current and deferred taxes. Taxes on income are recognized in the income
statement, except when they relate to items that are recognized directly in equity or in other
comprehensive income, in which case, the tax is also recognized in equity or in other comprehensive
income.

The current income tax and social contribution expense is calculated based on tax rates prevailing in
Brazil at the end of the reporting period, which are 15% for income tax, plus a 10% surtax on taxable
profit exceeding R$240, and 9% on taxable profit for social contribution. Management periodically reviews



120
positions taken in respect of tax matters that are subject to interpretation and recognizes a provision
when the payment of income tax and social contribution according to the tax bases is expected.

Deferred income tax and social contribution are calculated on temporary differences between the carrying
amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the
computation of taxable profit. The tax rates currently defined are 25% for income tax and 9% for social
contribution.

Deferred tax assets are recognized to the extent that it is probable that future taxable profits will be
available against which the deductible temporary differences can be utilized, based on projections of
future results prepared on the basis of internal assumptions and future economic scenarios that are,
therefore, subject to changes.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced
to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part
of the asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in
which the liability is settled or the asset realized, based on tax rates (and tax laws) that have been
enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax
assets and liabilities reflects the tax consequences that would follow from the manner in which the
Company expects, at the end of the reporting period, to recover or settle the carrying amount of its
assets and liabilities.

For purposes of calculating income tax and social contribution, the Company adopted the Transition Tax
Regime (RTT), as prescribed by Law 11,941/09, that is, in the determination of the taxable profit it
considered the accounting criteria of Law 6,404/76, before the changes introduced by Law 11,638/07.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax
assets against current tax liabilities and when deferred tax assets and liabilities relate to taxes on income
levied by the same taxing authority on the same taxable entity or different taxable entities where there is
the intention to settle the balances on a net basis.

Current and deferred taxes are recognized in profit or loss, except when they relate to items that are
recognized in Other comprehensive income or directly in equity, in which case, current and deferred
taxes are also recognized in Other comprehensive income or directly in equity, respectively Where
current and deferred taxes arise from the initial accounting for a business combination, the tax effect is
included in the accounting for the business combination.

(iii) PP&E: Company use and rental and operational use

A majority of the companies revenues come from property, plant and equipment for operational rental
and use, either solely through rental, or rental combined with assembly and disassembly.

Property, plant and equipment for own use consists mainly of facilities to store equipment, office,
improvements, furniture and equipment necessary for the operation of these facilities.
Property, plant and equipment are carried at historical cost, less accumulated depreciation and
accumulated impairment losses. Historical cost includes expenditure directly attributable to the acquisition
of the property, plant and equipment items.

The items of PP&E is valued at historic cost, less accumulated depreciation and impairment losses, which
includes expenditures directly attributed to the acquisition of such fixed assets.



121

Subsequent costs are added to the residual value of property, plant and equipment or recognized as a
specific item, as appropriate, only if the future economic benefits associated to these items are probable
and the amounts can be reliably measured.
The residual value of the replaced item is derecognized. Other repair and maintenance costs are
immediately recognized when incurred.

Depreciation is calculated under the straight-line method, at the rates shown in Note 10, which take into
consideration the estimated economic useful lives of assets. Land is not depreciated.

Assets held under finance leases are depreciated over their expected useful lives on the same basis as
owned assets or, where shorter, the term of the relevant lease.

Any gain or loss arising on the disposal of an item of property, plant and equipment is determined as the
difference between the sales proceeds and the carrying amount of the asset and is included in operating
income or expense.

The residual values and estimated useful lives of assets are reviewed at the end of each reporting period,
with the effect of any changes in estimate accounted for on a prospective basis.

(iv) Goodwill

Goodwill arising on an acquisition of a business is carried at cost as established at the date of acquisition
of the business less accumulated impairment losses, if any.

Goodwill is allocated to cash-generating units (CGUs) for impairment testing purposes. Goodwill is
allocated to each of the cash-generating units (or groups of cash-generating units) that is expected to
benefit from the synergies of the combination and is identified according to the operating segment.

(v) Impairment of assets

Property, plant and equipment and other non-current assets, including goodwill and intangible assets, are
tested to identify evidences of impairment on an annual basis or whenever events or changes in
circumstances indicate that their carrying amount may not be recoverable. When applicable, the
recoverable amount is calculated to determine if there is an impairment loss.

When an impairment loss is identified, it is recognized in the amount by which the carrying amount of the
asset exceeds its recoverable amount, which is the higher of the net selling price and the value in use of
an asset. For impairment testing purposes, assets are grouped at the lowest levels for which there are
separately identifiable cash flows (cash-generating units - CGUs). Non-financial assets other than goodwill
that suffered impairment are reviewed for the analysis of a possible reversal of the impairment at the
reporting date.

(vi) Provisions

Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of
a past event, it is probable that the Company will be required to settle the obligation, and a reliable
estimate can be made of the amount of the obligation.

The provisions for tax, civil and labor claims are recognized at the amount of probable losses, according
to the nature of each provision. Based on the opinion of its legal counsel, management believes that the
recognized provisions are sufficient to cover any losses on ongoing lawsuits. Provisions are measured at
the present value of the expenditures expected to be required to settle the obligation using a pre-tax rate



122
that reflects current market assessments of the time value of money and the risks specific to the
obligation. The increase in the provision due to passage of time is recognized as expense.

A provision for onerous contracts is recognized where the Company has a contract under which the
unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected
to be received from the contract. The provision is measured at present value at the lower of the expected
cost of terminating the contract and the expected net cost of continuing with the contract.

(vii) Stock-based remuneration

The Company offers certain employees and executives share-based payment, converted into Company
common shares, according to which the Company receives the services as consideration for the options to
purchase the shares. The fair value of the options granted is recognized as an expense during the period
over which the right is vested, that is, period during which specific vesting conditions should be met. At
the end of the reporting period, the Company reviews its estimates of the number of options whose rights
must be vested based on the conditions. It recognizes the impact of the review of the initial estimates, if
any, in the income statement, as a balancing item to the capital reserve in equity.
The amounts received, net of any directly attributable transaction costs, are credited to capital when
options are exercised.

(viii) Revenue recognition

Revenue from a contract to provide services is recognized by reference to the stage of completion of the
contract at the end of the reporting period.

Revenue from the sale of goods is recognized when the Company has transferred to the buyer the
significant risks and rewards of ownership of the goods. Therefore, the Company adopts as revenue
recognition policy the date in which goods are delivered to the buyer.

Rental income is recognized on a straight-line basis over the term of the equipment lease agreements.
The Company separates the identifiable components of a single contract or a group of contracts to reflect
the essence of the contract or group of contracts, recognizing the revenue of each of the elements
proportionally to its fair value. Thus, the Company's revenue is split into lease, technical assistance, sales
and indemnities/recoveries of expenses.

Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective
interest rate through maturity, when it is determined whether such income will accrue to the Company.
Dividend income from investments is recognized when the shareholders right to receive such dividends
has been established (provided that it is probable that future economic benefits will flow to the Company
and the amount of income can be measured reliably).

Income, expenses and assets are recognized net of taxes on sales.

10.6 Regarding the internal controls adopted to ensure the preparation of reliable financial
statements, the management shall comment on:

a. Efficiency of such controls, indicating any flaws and the steps taken to correct them

The management of the Company believes that its internal controls are adequate to ensure the
elaboration of reliable financial statements.
b. Weaknesses and recommendations on internal controls present in the report of the
independent auditor




123
No deficiencies or recommendations were submitted by the independent auditors in their report about the
effectiveness of internal controls adopted by the Company.

10.7 Management comments on the use of resources from public offerings for distribution
of securities

In April, 2010, the Initial Public Offering of shares of the Company provided net proceeds of R$ 411
million, which enabled the Company to expand its investments in all business segments to meet the
growing demand in markets where it operates and to settle higher cost debts.
In the fiscal years ended December 31st, 2010 and 2011, the Company invested R$ 348.5 million and R$
430.4 million, respectively, mainly in equipment acquisition.

The Company also invested the amount of R$ 95.5 million in acquisitions in 2011. On January 19th, 2011,
the Company entered into a purchase and sale agreement to acquire 25% of the voting and total capital
of Rohr, a private company specializing in access engineering and the provision of construction solutions,
for R$ 90 million. On May 27th, 2011, the Company entered into a purchase and sale agreement to
acquire 100% of the voting and total capital of GP Sul, one of the largest players in the suspended
scaffold rental market to residential and commercial construction in the state of Rio Grande do Sul, for R$
5.5 million.

To obtain sufficient resources for such investments, the Company used the resources from its Initial Public
Offering, cash generation and debt issuance.

On March 29th, 2011, the Company conducted its first issue of 30 promissory notes, each with par value
of R$1.0 million, totaling R$30.0 million. The net proceeds were used to finance investments, as planned.

On April 18th, 2011, the Company conducted its first issue of 27,000 debentures, each with par value of
R$ 10,000.00, totaling of R$ 270.0 million.

In terms of their deed of issuance, it was established the following destination for net resources of this
offering (i) the redemption of commercial papers of 90 days issued in March 2011, totaling R$ 30 million,
(ii) the investments defined in the expansion plan of Mills, including estimated investments of R$ 337
million in 2011, (iii) rearrangement of cash balance following disbursement of R$ 90 million in February
2011 in connection with the acquisition of 25% of the Rohr total capital stock, and (iv) general corporate
purposes and expenses of the Company. Management used the funds raised in accordance with the
planned allocation.

On December 7th, 2011 the Company issued a single series of 3 (three) commercial promissory notes
with unit face value of R$ 9.0 million, for a total amount of R$ 27.0 million. The net proceeds of the issue
were fully used to: (i) rearrangement of cash balance following investments made in 2011, and finance
(ii) general corporate purposes of the Company.


In April 23
rd
, 2012, the Company issued a single series of 30 promissory notes with par value of R$ 1.0
million, totaling R$ 30.0 million. The net proceeds of the issue were fully used to: (i) reinforcement of
working capital of the company; and (ii) debt refinancing of the company.

In September 18th, 2012, the Company held its second issue of simple, non-convertible, unsecured
debentures subject to public offering with restricted placement efforts. A total of 27,000 debentures were
issued, each with par value of R$ 10,000.00. The net proceeds of the offering will be fully utilized for: (a)
the financing of investments to be made by the Company, (b) the payment of Companys debts, and (c)
general uses and expenses of the Company. The expected investments in renting goods in 2013 amount
to R$296.0 million.



124

The resources used for strategic acquisitions until December 31st, 2011, totaled R$ 95.5 million, R$ 61.7
million, or 39%, less than the amount estimated at the date of the prospectus for Initial Public Offering
shares issued by the Company.

10.8 Managements comments on significant items not included in the balance sheet and
their effects on the consolidated financial statements

In the evaluation of the management, there are no significant items not included in the balance sheet of
the Company.

10.9 Managements comments about the obligations not accounted in financial statements.

In the evaluation of the management, there are no significant obligations not included on the financial
statements of the Company.

10.10 Management shall indicate and comment on key elements of the Company's business,
specifically exploring the following topics:

a. Investments, including: (i) quantitative and qualitative description of investments in
progress and forecasted investments; (ii) financing sources of investments and (iii) relevant
alienations in progress and forecasted alienations

The Company plans its investment policy in accordance with its cash flow and credit availability in the
market. The Companys internal policy is to maintain its leverage around 1.0x Net Debt to EBITDA. To
ensure the necessary amount of capital for the implementation of its investment plan, the Company
constituted a statutory reserve, of which the shareholders may allocate up to 75% of net income,
provided that such reservation does not exceed the limit of 80% of the capital. The cash generation of the
Companys normal operations, from the retention of profits was used to partially finance the investments
made in 2010, 2011 and 2012, without any value being allocated to the above mentioned reserve during
that period.

The management presents below the major investments made in the course of the years ended
December 31, 2010, 2011 and 2012, and highlight the investment budget for fiscal year 2013.
Investments in 2010, 2011 and 2012
The Company experienced a period of rapid expansion in 2010, 2011 and 2012, mainly due to the
investments and geographic expansion of Jahu and Rental business segments. Companys principal
investments in this period are described below:
Heavy Construction
In the fiscal years ended by December, 31
st
, 2010, 2011 and 2012, the Heavy Construction business
segment invested, mainly, in shoring structures and industrialized steel and aluminum formwork,
amounting to R$ 74.3 million in 2010, R$ 47.3 million in 2011 and R$ 50.5 million in 2012.
Jahu
Over the past three fiscal years ended by December, 31
st
, 2010, 2011 and 2012, the Jahu business
segment invested mainly in acquisition of shoring equipment, suspended scaffolding and industrialized
formworks, having disbursed R$ 104.0 million in 2010, R$ 185.0 million in 2011, R$ 59.8 million in 2012.
In 2011, there was the acquisition of GP Sul by R$ 5.5 million, amounting to R$ 190.5 million.



125
Industrial Services
Along the fiscal years ended by December, 31
st
, 2010, 2011 and 2012, the Industrial Services business
segment invested R$ 25.0 million, R$ 17.3 million and R$ 4.9 million, respectively, in the acquisition of
equipment and raw materials, mainly, tubes, aluminum flooring, and third-party equipment that had
previously been rented by the Company.
Rental
In 2010 and 2011, the Company continued to implement its strategy of expanding its portfolio of aerial
work platforms and telescopic handlers, investing R$130.6 million and R$ 162.8 million in the acquisition
of such equipment and $ 160.9 million in the acquisition of new rental equipment.
Acquisition of Rohr
On January 19, 2011, the Company entered into a purchase and sale agreement to acquire 25% of the
voting and total capital of Rohr, a private company specializing in access engineering and the provision of
construction solutions, for R$ 90 million. This strategic acquisition enabled the Company to broaden its
exposure to the sectors it serves infrastructure, residential and commercial construction, oil & gas
industry, among others.
Acquisition of GP Sul
On May 27, 2011, the Company entered into a purchase and sales agreement to acquire 100% of the
voting and total capital stock of GP Sul, which the Companys Management believed to be one of the
largest players in the suspended scaffold rental market to residential and commercial construction in the
state of Rio Grande do Sul, by the time of the acquisition, for R$ 5.5 million. This strategic acquisition, as
evaluated by the Management, enabled the Company to become the leader in the suspended scaffold
rental market in the state of Rio Grande do Sul and to broaden its exposure to the residential and
commercial construction market in the South region, in line with the geographic expansion plan of Jahu
Residential and Commercial Construction segment.

The Company intends to finance its investments through (i) cash generated from its own activities, and
(ii) indebtedness.
Investments planned for 2013
In 2013, the Company aims to invest R$ 481.0 million in equipment acquisition for all business segments.
The investment budget for 2013 aims to continue capturing the attractive opportunities in its markets.
The table below indicates the main applications of budgeted capital expenditures for 2013:
Business Segment Project Investments
(in R$ millions)
Heavy Construction
Acquisition of equipment, primarily
shoring structures and industrialized
formwork.
89



126
Jahu
Acquisition of equipment, primarily
expanding of its portfolio of shoring
structures, industrialized steel and
aluminum formwork and suspended
access equipment.
112
Industrial Services
Acquisition of equipment, primarily
steel and aluminum tubes, aluminum
flooring and Mills modules.
6
Rental
Acquisition of motorized access
equipment.
274


b. Since it has already disclosed, indicate the purchase of plants, equipment, patents or
other assets that should materially affect the productive capacity of the Company

The Company has in its estimated budget the continued expansion of its operations, through the purchase
of equipment, part of which orders have already been made, besides resuming its geographical expansion
process, through the opening of new branches.

c. New products and services, by indicating: (i) description of researches in progress
already disclosed; (ii) total amounts paid by the issuer in researches for development of new
products or services; (iii) projects under development already disclosed and (iv) total
amounts paid by the issuer for the development of new products or services

The Companys management believes that providing innovative solutions is a constant mark of its
activities and a key aspect to retain its customers. In this sense, although the Company does not carry
out in-house research and development activities, it annually visits the main national and international
fairs of equipment from the industrial and construction sectors to meet the main technological innovations
available to the industry in which the company operates.

Furthermore, the Companys representatives visit the factories of leading national and international
manufacturers of equipment and construction sites around the world to assess the functioning and
operation of advanced equipment available for purchase.

The Company does not develop new products and services, so it does not incur expenses related to the
research and development department. All the technology and innovation present in its equipment and
offered to its clients come from its suppliers. For this, the Company seeks to acquire or license new
technologies from third parties on acceptable terms in the domestic and international market, preferably
with usual suppliers with whom the Company seeks to establish long term partnerships. As an example of
such partnerships, the Company entered into a licensing contract in 1996 with the German company NOE
Schaltechnik, to produce and supply modular steel and aluminum panel formwork (replacing the wood)
for the Brazilian construction market, an innovation in the Brazilian market.

10.11 Management is expected to discuss and analyze other material factors that influenced
operating performance, which were not discussed under previous items in this section.

There are no other factors to comment on.





127




128























11. PROJECTIONS



129
11.1 Identification of projections

Not applicable, as the Company does not disclose guidance.

11.2 Projection monitoring

Not applicable, as the Company does not disclose guidance.






130
























12. GENERAL MEETING AND ADMINISTRATION




131
12.1 Administrative Structure

a. Responsibilities of each body and committee
BOARD OF DIRECTORS
The Board of Directors is a decision-making body responsible for both formulating and monitoring the
implementation of the general guidelines and policies of its business, including long-term strategies, and
appointing and supervising the Executive Officers.
In accordance with the Companys bylaws, the Board of Directors shall be comprised of a minimum of five
and a maximum of 11 members, shareholders or not, in accordance with the Novo Mercado Listing Rules.
Members of the Board of Directors are to be elected for a continuous two-year term at the General
Shareholders meeting. Further, such members may be reelected and removed from office at any time by
a decision of the Companys shareholders, at the General shareholders meeting.
Pursuant to the Brazilian corporate law and CVM Instruction No. 282, dated June 26, 1998, the minimum
percentage of voting capital required to adopt cumulative voting in publicly-held companies is 5%. If the
adoption of cumulative voting is not required, the directors will be elected by a majority vote of the
shareholders that are present, or represented by proxy. The CVM Board elected by majority on November
8, 2005 established that shareholders who, individually or collectively, represent at least 10% of the total
capital of publicly-held companies, are entitled to appoint a director and its substitute in separate voting.
All members of the Board of Directors must a sign a Consent Agreement of the Administrators, in which
their respective position will depend on the signing of the document. Through the Consent Agreement,
the Companys new members of the Board of Directors are personally responsible to act in accordance
with the Contract of Novo Mercado, Regulation of the Market Arbitration Chamber and the Rules of the
Novo Mercado.
Currently the Companys Board of Directors is comprised of six members (without any substitutes), of
which were elected at Ordinary Shareholders Meeting held on April 20, 2012. The members were elected
for a two-year term expiring in the next Ordinary General Meeting. The table below indicates the name,
age and title of the board of directors.

The table below presents the information related to the members of the Board of Directors.

Name

Age

Profession

CPF

Title
Date of
Las
Election
Date of
Office
Term of
Office
Other
Titles
Elected by
the
Controlling
Shareholde
r
Andres Cristian
Nacht
70
Business
Administration
098.921.337/49 Chairman 4.20.2012 4.20.2012 2 years No Yes
Elio Demier 62
Bachelor of
Social
Communicatio
n
260.066.507-20
Vice
Chairman
4.20.2012 4.20.2012 2 years Yes Yes
Diego Jorge
Bush
69
Business
Administration
060.903.038-87 Director 4.20.2012 4.20.2012 2 years No Yes
Nicolas Arthur
Jacques Wollak
51 Executive 057.378.217-22 Director 4.20.2012 4.20.2012 2 years Yes Yes
Pedro Sampaio
Malan
70 Economist 028.897.227-91
Independent
Director
4.20.2012 4.20.2012 2 years No Yes
Jorge Marques
de Toledo
Camargo
59
Geologist and
Physicist 114.400.151-04
Independent
Director
4.20.2012 4.20.2012 2 years Yes Yes




132
According to the Novo Mercado Listing Rules and the Companys bylaws, the companys board of directors
must have at least 20% independent members. Whenever the percentage of 20% mentioned above
results in fractional number of members, the number shall be rounded to reach a whole number: (i)
immediately above, if fractional number is equal to or higher than 0.5; or (ii) immediately below, if fractional
number is lower than 0.5. Since the Companys Board of Directors is composed of six members, it should
have at least one independent director. The Independent director should be identified as such in the
minutes of the General Shareholders meeting that elects him. Currently Mr. Pedro Malan and Mr. Jorge
Camargo are the Companys Independent Directors.
The decisions of the Companys Board of Directors are taken by a majority vote of the members that are
present. Under Brazilian corporate law, members of the board of directors are prohibited to vote in any
meeting ou General Meeting, on any matter or intervene in any transaction that would create a conflict of
interest between the Company and that board member.
EXECUTIVE BOARD
The Companys Executive Officers are responsible for the management of daily operations of the business
and for implementing the general policies and guidelines established by the Board of Directors.
The Brazilian corporate law provides that executive officers must reside in Brazil and that they may or
may not be shareholders of the company in which they serve. In addition, up to one-third of the members
of a companys Board of Executive Officers may also serve as members of the Board of Directors.
The members of the board of executive officers are elected by the Companys board of directors for one-
year term and they may be reelected. Any executive officer may be removed by the board of directors
before the expiration of his or her term. According to the Companys bylaws, the board of executive
officers must be comprised of four to 11 officers, including one chief executive officer, one chief financial
officer and the remaining without specific designation.
All the members of the Board of executive officers must a sign a Consent Agreement of the
Administrators, in which their respective position will depend on the signing of the document. Through the
Consent Agreement, the Companys new members of the Board of executive officers are personally
responsible to act in accordance with the Contract of Novo Mercado, Regulation of the Market Arbitration
Chamber and the Rules of the Novo Mercado.
The table below indicates the name, age and title of the board of executive officers.
Name Age Profession CPF Title
Date of
Last
Election
Date of
Office
Term of
Office
Other
Titles
Elected by
the
Controlling
Shareholder
Ramon Nunes
Vazquez
60 Engineer 336.997.807-59 Chief Executive Officer 3.4.2013 3.4.2013
Until OSM
2014
Yes Yes
Sergio Kariya 39 Engineer 197.064.378-19 Officer
12.17.20
13
12.20.20
13
Until OSM
2014
No Yes
Frederico tila
Silva Neves
55 Engineer 595.166.407-10
Chief Financial and
Administrative Officer
3.4.2013 3.4.2013
Until OSM
2014
No Yes
Alessandra Eloy
Gadelha
38 Engineer 021.092.597-36 Investor Relations Officer 3.4.2013 3.4.2013
Until OSM
2014
No Yes
Gabriel Esteves 41 Engineer 021.850.487-08 Officer
12.17.20
13
12.20.20
13
Until OSM
2014
No Yes
Rogrio Bregaglio 50 Engineer 086.655.858-69 Officer
12.17.20
13
12.20.20
13
Until OSM
2014
No Yes
1
As specified in the Companys Board of Directorss meeting , held on March 4
th
2013, Mr. Frederic Atila Silva Neves will operate
under the title of Senior Vice President of Finance.

FISCAL COUNCIL

Under the Brazilian Corporate Law, the Fiscal Concil is responsible for: (i) reviewing, by any of its members, the
actions of management and verify compliance with its legal and statutory duties; (ii) opine on management's



133
annual report, including in its opinion the additional information it deems necessary or useful to the General
Meeting decision; (iii) give their opinion on the administrations proposals, to be submitted to the General
Meeting, relating to changes in capital, issuance of debentures or warrants, capex plans or capital budget,
capital distribution, dividend distribution, transformations, incorporations, merger or split up; (iv) report, by any
of its members, to the administrators or, if they do not take the necessary action to protect the interests of the
company, to the general meeting, the mistakes, fraud or crimes they find out, and suggest necessary
measures to the company; (v) convene the ordinary shareholder meeting, if the administrative bodies delay for
more than one month calling, and extraordinary, whenever there are serious or urgent matters, including in
the agenda the subjects they deem relevant; (vi) analyze, at least quarterly, the balance sheet and other
financial statements periodically prepared by the company; (vii) review and give an opinion on the financial
statements of the fiscal year; and (viii) exercise those powers during the settlement, in view of the special rules
that govern it.
According to the Company's Bylaws, the Fiscal Council works on a permanent basis, and consists of three
members and an equal number of alternates, shareholders or not, resident in Brazil and elected at the General
Meeting, when will determine their remuneration. The Chrairman of the Fiscal Council is elected at the General
Meeting.
All new members of the Fiscal Council must sign a Fiscal Council Compliance Statement, conditioned on
possession in their respective offices the signing of this document. Through the Compliance Agreement, new
members of its Board of Directors are personally responsible to act in accordance with the Novo Mercado, with
the Rules of the Arbitration Chamber and the Novo Mercado Listing Rules.
At the the Ordinary and Extraordinary General Meeting held on April 19, 2011, the Company's shareholders
requested the installation of the Fiscal Council and elected three members and three alternates. At the
Extraordinary General Meeting held on April 20, 2012 the Fiscal Council became a permanent body, with the
members reelected at the General Shareholders' Meeting held on April 26, 2013.
The table below presents name, age and title of the Fiscal Council members:

Name

Age

Profession

CPF

Title
Date of Last
Election
Date of
Office
Office
Term
Other
Titles
Elected by
the
Controlling
Sharehold
er
Rubens Branco da Silva 63 Lawyer 120.049.107-63 President 4.26.2013 4.26.2013 1 year No Yes
Daniel Oliveira Branco
Silva
32 Lawyer 080.968.467-52 Substitute 4.26.2013 4.26.2013 1 year No Yes
Eduardo Botelho
Kiralyhegy
34 Lawyer 082.613.217-03 Member 4.26.2013 4.26.2013 1 year No Yes
Maria Cristina Pantoja da
Costa Faria
36 Lawyer 886.793.577-15 Substitute 4.26.2013 4.26.2013 1 year No Yes
Maurcio Rocha Alves de
Carvalho
51 Engineer 709.925.507-00 Member 4.26.2013 4.26.2013 1 year No No
Peter Edward Cortes
Marsden Wilson
41 Administrator 168.126.648-20 Substitute 4.26.2013 4.26.2013 1 year No No

ADVISORY COMMITTEE

With the goal of improving the decision-making process, sustaining the execution of our growth plan, and
supporting it in its functions, the Board of Directors has approved the creation of the Human Resources
and Strategy Committees, in line with the best practices of corporate governance.

The Human Resources Committee is responsible for: (a) supervision and support during the development,
planning and execution of strategies that enable the company to attract and retain talent, as well as the
improvement of the work environment, and (b) proposals for the remuneration of Mills executive officers
for analysis and approval by the Board of Directors.




134
The current members of the Human Resources Committee are Elio Demier (Vice-Chairman of Mills Board
of Directors), Ramon Nunes Vazquez (Mills CEO) and Jos Felipe Vieira de Castro.

The Strategic Committee is responsible for: (a) supervision and support during the development, planning
and execution of strategic projects of significant impact in the future development of the Company, and
(b) other related matters defined by the Companys Board of Directors from time to time.

The members of the Strategic Comittee are Nicolas Arthur Jacques Wollack (member of the Board of
Directors), Jorge Marques de Toledo Camargo (member of the Board of Directors) and Ramon Nunes
Vazquez (CEO).

Committees of this type are non-permanent and therefore can be either created or extinguished anytime
by the Board of Directors.
The table below presents the names, ages and positions of the Human Resources and Strategic
Committees members:
Human Resources Committee

Name

Age Profession CPF Title
Date of Last
Election
Starting
Date


Term of
Office
Other
position
s
Elected by
Controlling
Shareholder
Elio Demier 62
Bachelor of Social
Communication
260.066.507-20 Member 05.22.2012 05.22.2012 1 year Yes Yes
Ramon Nunes Vazquez 60 Engineer 336.997.807-59 Member 05.22.2012 05.22.2012 1 year Yes Yes
Jos Felipe Vieira de
Castro
60 Economist 402.760.747-34 Member 05.22.2012 05.22.2012

1 year
No Yes

Strategic Committee

Name

Age Profession CPF Title
Date of Last
Election
Starting
Date


Term of
Office
Other
position
s
Elected by
Controlling
Shareholder
Nicolas Arthur
Jacques Wollack
51 Executive 057.378.217-22
Member
09.12.2012 12.9.2012 1 year Yes Yes
Jorge Marques de
Toledo Camargo
59
Geologist and
Physicist
114.400.151-04
Member
09.12.2012 12.9.2012 1 year Yes Yes
Ramon Nunes
Vazquez
60 Engineer 336.997.807-59 Member 09.12.2012 12.9.2012 1 year Yes Yes

b. Date of formation of Fiscal Council and Committees

The Companys Board of Directors approved, in a meeting held on September 15, 2010, the establishment
of the Human Resources Committee, to support in its functions, aiming to improve the decision making
process and to sustain the execution of the Companys growth plan.


The Companys Board of Directors approved, in a meeting held on September 12, 2012, the establishment
of the Strategic Committee. The purpose of the Committee shall be to monitor and advise the elaboration,
planning and execution of strategic projects of great impact in the future development of the Company
and other related matters defined by the Companys Board of Directors from time to time.

c. Mechanisms for evaluating the performance of each body or committee

The activities of the Executive Officers are supervised and evaluated by the Board of Directors, whose
performance is an object of appreciation by its shareholders.




135
Until the end of 2010, the Company did not adopt mechanisms or pre-set avaliation methods to measure
the performance of its Administration. In 2011 a Performance Management Program was established,
aiming to map the competence gaps and guide the development programs to improve the attributes that
lead to high performance, and establish and evaluate individual goals, which continues in effect until the
date of this Reference Form.

For compensation and calculation purposes of the aggregated economic value that will determine the
output participation, the organs of its Administration are, jointly with its employees, evaluated based on
the results obtained by the Company.

Each member of the Committee shall be entitled to compensation equivalent to 50% (fifty percent) of the
Board of Directors monthly payment. The members of the Committee who are Executive Officers or
employees of the Company shall not be entitled to any compensation.

d. Responsibilities and individual powers of the Executive officers

Is the responsibility of the Chief Executive Officer: (i) to convene and chair meetings of the Executive
Officers meetings; (ii) to maintain permanent coordination between the Executive Board and the Board of
Directors; (iii) To Comply with and enforce, within his authority, these Articles provisions and the
resolutions made by the Executive Board, Board of Directors and Shareholders Meetings.

The Director of Investor Relations is responsible: (i) release and inform CVM and BM&FBOVESPA, if
necessary, any act or relevant fact occurred or related to the Companys business. As well as, ensure the
immediate dissemination, simultaneously in all markets where such securities are negotiated, besides
other duties established by the Board of Directors; (ii) provide information to the investors; and (iii) keep
the registration of the Company in accordance with the applicable rules of the CVM.

The remaining Directors will have the assignments that may be established by the Board of Directors
upon his election, as set forth in the Company's Bylaws.

e. Mechanisms for evaluating the performance of the Board of Directors, committees and
the Executive Board

See item 12.1(c).

12.2 Description of rules, policies and practices with respect to general meetings

a. Notification

Brazilian Corporate Law for listed companies requires that all general shareholders meetings are convened
after three publications of the same in the Federal Gazette (Dirio Oficial da Unio) or of the State in
which the company is based, as well as in another newspaper with a wide circulation. The Companys
publications are currently placed in the Rio de Janeiro State Gazette (Dirio Oficial do Rio de Janeiro), the
official means of communication used by the state government of Rio de Janeiro, as well as in the daily
newspaper in Rio de Janeiro, Valor Econmico, with the first call made at least 15 days before the
meeting, and the second eight days before, as stipulated in its bylaws. However, the CVM can, in
specified circumstances, determine that the first call for a general shareholders meeting be made with 30
days prior notification from the date on which the documents related to the issues to be decided upon are
made available to shareholders. The Company, when possible, seeks to antecipate the term of the first
convocation of the General Assembly, allowing shareholders having informations of the General Meeting in
advance to that required by law.

b. Powers



136

Without prejudice to the other matters provided for by law, General Shareholders Meeting solely shall:
Appreciation of the Managements Report, the Managements accounts, the Companys Financial
Statements and the independent auditors report;
Approval of the capital budget;
Approval of the Managements Proposal for the Allocation of Net Income;
Make amendments to the By-Laws;
Establishment of the remuneration of the Senior Management of the Company;
assign bonus shares and decide on possible share reverse splits and splits;
Elect and dismiss members of the Board of Directors;
Elect and dismiss members of the Fiscal Council, if installed;
Establish plan for granting call option or subscription for shares to directors and employees of the
Company and its subsidiaries;
resolve on the cancellation of open capital company registration before the Brazilian Securities and
Exchange Commission, under Chapter VII of the By-Law;
Resolve, under Chapter VII of the By-Law, on the delisting from the Novo Mercado; and
select among the companies indicated in a triple list by the Board of Directors, a specialized company
to be responsible for elaborating an appraisal report of the company shares in the event of cancellation
of company registration with the CVM and its delisting from the Novo Mercado.

c. Addresses (physical or electronic) at which documents relating to the General Meeting
shall be available to shareholders for their review

Physical: the documents related to the issues to be decided upon at the General Shareholders Meeting
will be available to shareholders at the Companys headquarters, located at: Avenida das Amricas 500,
bloco 14, loja 108 e salas 207 e 208, Barra da Tijuca, CEP 22640-100, City and State of Rio de Janeiro.

Electronic: www.mills.com.br; www.cvm.gov.br; www.bmfbovespa.com.br

d. Identification and handling of conflicts of interests

See item 16.3 for a description of the mechanisms the Company uses to avoid and mitigate conflicts of
interest.

e. Request for power-of-attorney by the directors to exercise voting rights

Requests for power of attorney and proxy are based on the legal and regulatory requirements. To date,
its management has never made any public request for power of attorney or proxy.

f. Necessary formalities to accept powers-of-attorney granted for shareholders,
indicating if the Company receives powers from shareholders electronically




137
Subject to the provisions of Article 126 of Law 6404/76, to shareholders who are represented by proxy,
are requested to deliver at the Companys headquarter the documents that prove the powers of the legal
representative, preferably with advance of 2 (two) days from the date of the Meeting.

As defined in the Companys bylaws, shareholders may be represented at General Meetings of the
Company by a proxy appointed less than 1 year, who is a shareholder or officer of the Company, attorney
or financial institution. The supporting document evidencing his commission shall be filed with the
Companys registered office within the maximum period of 48 hours before the date scheduled for each
General Meeting.

The Company does not accept powers of attorney granted by electronic means.

g. Internet forums and pages for shareholders comments relating to minutes

The Company does not keep Internet forums and pages for shareholders to receive and share comments.

h. Transmission of meetings by live video or audio

The Company does not transmit meetings by live video or audio.

i. Mechanisms allowing for inclusion of shareholders proposals

There are no mechanisms allowing for the inclusion of shareholders proposals.

12.3 Dates of Newspaper Publications


2012 2011 2010

Date(s) of
Newspaper
publication
Publicated
Newspaper
Date(s) of
Newspaper
publication
Publicated
Newspaper
Date(s) of
Newspaper
publication
Publicated
Newspaper
Notice to shareholders
announcing the
availability of the
Financial Statements
- - - - - -
General Shareholders
Meeting Convening
Notice
4/22/2013
DOE-RJ
Valor Econmico
RJ
3/21/2012
DOE-RJ
Valor Econmico
RJ
3/18/2011
DOE-RJ
Valor Econmico RJ

Minute of the General
Shareholders Meeting
04/15/2013
DOE-RJ
Valor Econmico
RJ
4/25/2012
DOE-RJ
Valor Econmico
RJ
6/15/2011
DOE-RJ
Valor Econmico RJ

Financial Statements
3/13/2013
DOE-RJ
Valor Econmico
RJ
3/6/2012
DOE-RJ
Valor Econmico
RJ
3/17/2011
DOE-RJ
Valor Econmico RJ

12.4 Board rules, policies and practices

The Board of Directors shall consist of a minimum of five (5) and a maximum of eleven (11) members, all
shareholders, of which 20% shall be independent, elected at a General Meeting for a unified 2 (two)-year
term of office and who may be reelected. In the event of a fractional number of directors as a result, due
to the compliance with this percentage, the fractional number shall be rounded off to: (i) the next higher
whole number, where the fraction is equal or higher than 0.5 (five tenths); or (ii) next lower whole
number, where the fraction is lower than 0.5 (five tenths).

a. Frequency of meetings

The Board of Directors holds ordinary meetings once a month, and extraordinary meetings, whenever
corporate interests so require.



138

b. Shareholder provisions establishing voting restrictions on members of the Board of
Directors

Does not exist

c. Identification rules and handling of conflicts of interest

See item 16.3.

12.5 Description of binding clause, if applicable, in the bylaws for the resolution of conflicts
by and between shareholders and the Company through arbitration

Under article 47 of the By-Law,the Company, its shareholders, managers and members of the Fiscal
Council obligate themselves to resolve, through arbitration, before the Market Arbitration Chamber, any
and all disputes or controversies that may arise among them, related to or arising in particular from the
application, validity, effectiveness, interpretation, breach and sequelae, of the dispositions contained in
the Brazilian Corporations Law, the By-Laws, the standards issued by the National Monetary Council, the
Central Bank of Brazil and the CVM, as well as other standards applicable to the functioning of the capital
markets in general, beyond those contained in the Novo Mercado Rules, the Sanctions Regulation, the
Contract for Participation in the Novo Mercado and the Arbitration Rules of the Market Arbitration
Chamber.

12.6 Administration and members of the Fiscal Council

Board of Directors

The Companys Board of Directors is currently comprised of seven members, elected at the Ordinary
Shareholders Meeting held on April 25, 2014. The members were elected for a two-year term expiring in
the next Ordinary General Meeting. The table below indicates the name, age and title of the board of
directors.

Name

Age

Profession

CPF

Title
Date of Las
Election
Date of
Office
Term of
Office
Other
Titles
Elected by
the
Controlling
Shareholde
r
Andres Cristian
Nacht
71
Business
Administration
098.921.337/49 Chairman 4.25.2014 4.25.2014 2 years No Yes
Elio Demier 63
Bachelor of
Social
Communication
260.066.507-20 Vice Chairman 4.25.2014 4.25.2014 2 years Yes Yes
Francisca Kjellerup
Nacht
43
Business
Administration
124.175.657-06 Director 4.25.2014 4.25.2014 2 anos No Sim
Diego Jorge Bush 70
Business
Administration
060.903.038-87 Director 4.25.2014 4.25.2014 2 years No Yes
Nicolas Arthur
Jacques Wollak
52 Executive 057.378.217-22 Director 4.25.2014 4.25.2014 2 years Yes Yes
Pedro Sampaio
Malan
71 Economist 028.897.227-91
Independent
Director
4.25.2014 4.25.2014 2 years No Yes
Jorge Marques de
Toledo Camargo
59
Geologist and
Physicist
114.400.151-04
Independent
Director
4.25.2014 4.25.2014 2 years Yes Yes

Board of Executive Officers

The Companys executive officers are the legal representatives and are principally responsible for the day-
to-day management of the business and for implementing the general policies and guidelines established
by the board of directors.



139
According to the Brazilian Corporate Law, each member of the executive board should be resident in the
country, and may or may not be a shareholder. In addition, up to a maximum of one-third of the positions
of the board of executive officers may be occupied by members of the board of directors.
The members of the Companys Board of Executive Officers are elected by the Board of Directors for one-
year terms and they may be reelected. Any Executive Officer may be removed by the Board of Directors
before the expiration of his or her term. According to the Companys bylaws, its Board of Executive
Officers must be comprised of four to 11 officers, including one Chief Executive Officer, one Chief
Financial Officer and the others without specific designation.
All new members of the Board of Executive Officers must sign a Statement of Consent of Directors,
conditioned on possession in their respective positions to the signing of this document. By this Consent
Agreement, the companys new management is personally committed to act in accordance with the
Participation Agreement of the Novo Mercado, Arbitration Rules of the Market Arbitration Committee and
the Rules of the Novo Mercado.
The table below shows the name, age, years of experience, position, date of election and term of the current
members of the Companys Board of Executive Officers.

Name Age Profession CPF Title
Date of Last
Election
Date of
Office
Term of
Office
Other
Titles
Elected by
the
Controlling
Shareholder
Ramon Nunes Vazquez 60 Engineer 336.997.807-59 Chief Executive Officer 3.4.2013 3.4.2013
Until OSM
2014
Yes Yes
Sergio Kariya 39 Engineer 197.064.378-19 Officer 12.17.2013 12.20.2013
Until OSM
2014
No Yes
Frederico tila Silva
Neves
55 Engineer 595.166.407-10
Chief Financial and
Administrative Officer
3.4.2013 3.4.2013
Until OSM
2014
No Yes
Alessandra Eloy
Gadelha
38 Engineer 021.092.597-36 Investor Relations Officer 3.4.2013 3.4.2013
Until OSM
2014
No Yes
Gabriel Esteves 41 Engineer 021.850.487-08 Officer 12.17.2013 12.20.2013
Until OSM
2014
No Yes
Rogrio Bregaglio 50 Engineer 086.655.858-69 Officer 12.17.2013 12.20.2013
Until OSM
2014
No Yes


Fiscal Council

At the the Ordinary and Extraordinary General Meeting held on April 19, 2011, the Company's shareholders
have requested the installation of the Fiscal Council and elected three members and three alternates. At the
Extraordinary General Meeting held on April 20, 2012 the Fiscal Council became a permanent body. The
members were reelected at the Ordinary General Meeting held on April 25, 2014, in which Hlio Carlos de
Lamare Cox and Massao Fbio Oya were separately elected by minority shareholders.
The table below presents name, age and title of the Fiscal Council members:

Name

Age

Profession

CPF

Title
Date of Last
Election
Date of
Office
Office
Term
Other
Titles
Elected by
the
Controlling
Shareholder
Rubens Branco da Silva 63 Lawyer 120.049.107-63 President 4.25.2014 4.25.2014 1 year No Yes
Daniel Oliveira Branco
Silva
32 Lawyer 080.968.467-52 Substitute 4.25.2014 4.25.2014 1 year No Yes
Eduardo Botelho
Kiralyhegy
34 Lawyer 082.613.217-03 Member 4.25.2014 4.25.2014 1 year No Yes
Maria Cristina Pantoja
da Costa Faria
36 Lawyer 886.793.577-15 Substitute 4.25.2014 4.25.2014 1 year No Yes
Helio Carlos de Lamare
Cox
63 Engineer 298.152.157-87 Member 4.25.2014 4.25.2014 1 year No No
Massao Fbio Oya 32 Accountant 297.396.878-06 Substitute 4.25.2014 4.25.2014 1 year No No



140

12.7 Provide information mentioned in item 12.6 related to the members of the statutory
committees, as well as audit, risk financial and remuneration committees even if such
committees or structures are not statutory

Human Resources Committee
Name

Age Profession CPF Title
Date of Last
Election
Starting
Date


Term of
Office
Other
position
s
Elected by
Controlling
Shareholder
Elio Demier 62
Bachelor of Social
Communication
260.066.507-20 Member
22.5.2013 22.5.2013
1 year Yes Yes
Ramon Nunes
Vazquez
60
Engineer 336.997.807-59 Member
22.5.2013 22.5.2013
1 year Yes Yes
Jos Felipe
Vieira de Castro
60 Economist 402.760.747-34 Member 22.5.2013 22.5.2013
1 year Yes Yes

12.8 Summary of the business experience, activities and areas of expertise of members of
administration and Fiscal Council

12.8.1 Board of Directors
Andres Cristian Nacht has been the Chairman of the Companys board of directors since 1998. The son of
Mr. Jose Nacht, one of the founders of the Company, Mr. Nacht has a degree in Engineering from
Cambridge University, England. In 1965, Mr. Nacht joined GKN, a British engineering company, where he
worked for three years, holding engineering posts in the UK. In 1967, has worked for one year as
Engeneer in Echafaudages Tubulaires Mills from France. Mr. Nacht became a director of the company in
1969 and was appointed managing director in 1978, a position he held until 1998 when he became the
Chairman of the Board of Directors.
Francisca Kjellerup Nacht holds a degree in Business Administration and Economy from the Copenhagen
Business School, Denmark, since 1995. The granddaughter of Mr. Jose Nacht, one of the founders of the
Company, and daughter of Andres Cristian Nacht, Chairman of the Board of Directors of the Company,
has built her career in Europe, where she lives since 1990. Francisca worked for Procter & Gamble Nordic
between 1997 and 2010, mainly in the fields of leadership and business development. Among other
positions, Francisca was responsible for the commercial integration after Gillettes acquisition, as well as
for the business with the largest retailer of Denmark. In her last position at P&G, she was responsible for
initiating and leading the pharmaceutical division in the Nordic region. In the last five years, besides her
position at P&G, Francisca has

Elio Demier is a graduate of Social Communication from the Fluminense Federal University. He also holds
an MBA from the Institute of Post-Graduation and Research in Administration of the Rio de Janeiro
Federal University. He served as the Companys chairman from 1998 to 1999 and has been a member of
the Companys board of directors since 1998. Mr. Demier was President of the Bomtexto Publisher,
company in the book publishing business located in Rio de Janeiro.

Diego Jorge Bush is a graduate in Business Administration from Yale University in 1967 and also holds an
MBA from Harvard Business School in 1971. Having worked as Chairman of the Boston Finance, Boston
Distributor and Boston Leasing, companies connected to the Bank Boston, an office he held until 1973.
After leaving Boston bank, Mr. Bush founded a specialist finance brokerage company, Edim Comercial e
Imobiliria Ltda., which he manages to-date. Between 1988 and 1996 he has been Chairman of So Paulo
Alpargatas S.A. Mr. Bush has been a member of the Companys Board of Directors since 1998.

Nicolas Arthur Jacques Wollak has been a member of the Companys Board of Directors since 2007.
Graduated from Harvard University, Mr. Wollack is a founder of the Axxon Group in Brazil, where is
Managing Partner since 2001. Mr. Wollak has nearly 20 years of private equity investment experience
having already been a partner of BISA fund (Argentina) prior to founding the Axxon Group. Current



141
chairman of the board of directors from Guerra S.A (manufacturer of road implements), member of
Luxxon S.A., which controls Aspro Ltda (manufacturer of compressed natural gas), director of MV
Investimentos S.A. (investment vehicle which controller of the franchise network of Mundo Verde), and
also a member of the Deliberative Board of the Brazilian Private Equity Association (ABVCAP). In the past
five years, Mr. Wollack has been (i) managing partner of the Axxon Group in Brazil, as one of the
responsible for its investments in their Investment Funds, (ii) Chairman of the Board of Director from
Guerra S.A (as described above) since July 2008 until the present date, (iii) director in MV Investimentos
S.A. (as described above) since August 2009 until the present date, (iv) member of the Deliberative Board
from ABVCAP since March 2010 until the present date, (v) member of the Board of Directors from Luxxon
S.A (as described above) since December 2007 until the present date, and (vi) member of the Board of
Directors from Lupatech S.A. (equipment and services supplier mainly for the oil and gas industry) sinde
March 2005 until October 2007.
Pedro Sampaio Malan obtained a degree in electrical engineering in 1965 from Polytechnic School at
Pontifical Catholic University of Rio de Janeiro (PUC-RJ). He holds a PhD in economics from the University
of Berkeley. Mr. Malan is a professor at the Department of Economics at PUC-RJ, has published essays
and articles in economic journals and books, both in Brazil and abroad and is a member of the Board of
Trustees of the IFRS Foundation. He served as Brazils Minister of Finance for eigth years, from 1995 to
2002. President of the Central Bank of Brazil from 1993 to 1994. Special Counsel and Chief External Debt
Negotiator of the Ministry of Finance from 1991 to 1993. Executive Director of the World Bank from 1986
to 1990, and again from 1992 to 1993. Executive Director of the Inter-American Development Bank from
1990 to 1992. Director of the Center of Transnational Corporations of UN in New York from 1983 to 1984.
Director of the UN Department of International Economic and Social Affairs in New York from 1985 to
1986. Mr. Malan has been an independent member of the board of director since March 2010. In the last
five years, Mr. Malan has been a member of the advisory board of ALCOA Latin America (since 2004);
member of the board of directors of Globex Ponto Frio (since 2004); Chairman of the board of directors
of Unibanco (from 2004 until 2008); member of the board of directors of EDP Energias do Brasil (since
2006); member of the board of directors of OGX (since 2008); chairman of the advisory board of
Unibanco-Itau (since august 2009); member of the board of directors of Souza Cruz S.A. (since March
2010), director of Thomson Reuters Founders Share Company (since 2011); member of the advisory
board of BUNGE - Brazil (since 2012); and member of Temasek International Panel (since 2012).
Jorge Marques de Toledo Camargo has been for 37 years in the oil industry. He is graduated in geology
from the University of Brasilia and obtained a masters degree in geophysics from the University of Texas.
Currently, he is serving as a senior consultant at Stateoil in Brazil, at Karoon Oil and Gas and at
McKinsey&Company in Brazil. Mr. Camargo is also a member of of the board of directors of the Brazilian
Oil Institute (IBP) and a member of the advisory board and associate in Brazil of Energy Ventures.
Previously, he has worked for 27 years in Petrobras in Brazil and abroad, holding various technical and
management positions, such as Superintendent of Cear-Potiguar Exploration Districts, General Manager
of Petrobras in the UK, Director of Exploration and Production and then President of Braspetro, and, from
2000 to 2003, a member of the Executive Board as Director of the International Sector. In 2003, he
worked for Statoil, initially as Vice-President at the headquarter in Stavanger, Norway, and, from 2005 to
2009, as president of Statoil in Brazil. Mr. Camargo was appointed to become a member of the Prumo
Logsticas Board of Directors in March 14, 2014 and his election is pending the annual general meeting of
the company.
Over the past five years, none of the members of our Board of Directors has suffered any (a) criminal
conviction; (b) conviction in an administrative proceeding of CVM; or (c) any conviction that has become
final in the judicial or administrative area, that has suspended or disqualified our members of the practice
of professional or commercial activity whatsoever.



142
12.8.2 Board of Executive Officers
Ramon Nunes Vazquez has been the Companys Chief Executive Officer since 2009, returning to the
Company in 2007 as the Rental Business segment Director, after more than six years serving as Chief
Executive Officer of Solaris Equipamentos e Servios Ltda, an equipment rental company. Mr. Vazquez has
over 30 years of experience in our business sector, graduated in Civil Engineering from the Rio de Janeiro
Federal University (UFRJ) and with a degree in Marketing from Pontifcia Universidade Catlica do Rio de
Janeiro (PUC/RJ). Mr. Vazquez also holds an MBA in Marketing from PDG/RJ. Over the past five years, Mr.
Vazquez was CEO of Solaris, whose activities are stated above (until 2007), served as our Rental Business
segment Director (2007 to 2009) and the Companys Chief Executive Officer (from 2009 to the present
date).
Sergio Kariya holds the position of Executive Officer of the Rental business unit since 2008. Prior to that,
worked in the company Elevadores Otis for more than 10 years. Mr. Kariya has a degree in Mechanical
Engineering from Escola Politcnica da Universidade de So Paulo (Poli-USP) and a graduate degree in
Marketing from Escola Superior de Propaganda e Marketing (ESPM). Mr. Kariya also holds an Masters
degree in Business Administration from IBMEC/SP and a specialization course in Finance awarded by
INSPER/SP.

Gabriel Esteves is the Executive Officer responsible for the business unit Jahu. Mr. Esteves joined the
Company as an Engineer in the Heavy Construction unit in 1997 and accumulates more than 16 years of
experience in the Company. He holds a degree in Civil Engineering from PUC/RJ and MBA degrees in
Marketing from IAG MASTER (PUC/RJ) and in Business Management from IBMEC/RJ. He also has a
specialization in Finance from INSPER/SP. Mr. Esteves occupied several positions in Mills until becoming
the Jahu Officer in 2010.
Rogrio Bregaglio holds the position of Executive Officer of the Heavy Construction business unit. Mr.
Bregaglio graduated from Civil Engineering from Instituto de Ensino de Engenharia Paulista IEEP (now
UNIP) and holds an MBA degree with enphasis in Business Administration from IBMEC SP. He joined
Mills in 1989 as a Projects Engineer and accumulates 25 years of experience in the Heavy Construction
business unit. Mr. Bregaglio has held several management positions in Mills and is responsible for the
Heavy Construction business unit since 2011.
Frederico tila Silva Neves currently holds the position Vice President of Finance. Mr. Neves took over as
Director in the Company in 1997, being named in 1999 the Chief Financial Officer, and has accumulated,
until July 2010 the position of Investor Relations Officer. Mr. Neves has a degree in Civil Engineering from
the Rio de Janeiro Federal University (Universidade Federal do Rio de Janeiro - UFRJ), and in 1984 was
awarded a Masters Degree in Business Administration by the Institute of Post-Graduation and Research in
Administration (COPPEAD) of the Federal University of Rio de Janeiro. Mr. Neves worked for six years at
large multinational companies in the industrial and financial sectors, before before joining Ceras Johnson
Ltda. in 1990, last position held as a controller

Alessandra Eloy Gadelha has a bachelors degree in chemical engineering from the Universidade Federal
do Rio de Janeiro (UFRJ) and a masters degree in Business Administration from Rensselaer Polytechnic
Institute, located in the state of New York, in the US. In the past five years, Mrs. Gadelha worked in the
Investors Relations department at Vale S.A., before coming to the Company to become the Investor
Relations Officer since July 2010.

Over the past five years, none of the members of our Board of Executive Officers has suffered any (a)
criminal conviction; (b) conviction in an administrative proceeding of CVM; or (c) any conviction that has
become final in the judicial or administrative area, that has suspended or disqualified our members of the
practice of professional or commercial activity whatsoever.



143
12.8.3 Fiscal Council
Rubens Branco da Silva obtained a degree in Law from the Federal University of Rio de Janeiro (UFRJ)
and in Accounting by the Accounting and Administrative School Moares Junior. He worked professionally
at Arthur Andersen for 29 years, being 20 years as an associate responsible for the Tax and Legal area.
Currently a member of the Advisory Board of the SR-Rating, the American Chamber of Commerce for
Brazil-Rio de Janeiro, and the Board of Mediation and Arbitration of Rio de Janeiro. He is also a member
of the Brazilian Institute of Financial Executives (IBEF), Brazilian Association of Financial Law (ABDF) and
the International Fiscal Association (IFA), the Chamber of Commerce and Industry Brazil-Germany (AHK),
Business Council of Commerce Association of RJ (ACRJ) and a vowel from the Board of Commerce of the
State of Rio de Janeiro. He is currently a partner at the Branco Consultores Tributrios Ltda.

Eduardo Botelho Kiralyhegy graduated in Law from the Candido Mendes University, a member of the
Brazilian Lawyers Association, and founding partner of the Negreiro Office, Medeiros & Kiralyhegy
Lawyers, in Rio de Janeiro, specializing in Tax Law, Administrative and Regulatory. Currently a member of
the Special Committee of Tax Issues of the Brazilian Lawyers Association, the Special Committee of the
Federal Justice of the Brazilian Lawyers Association, the Brazilian Academy of Tax Law, and the Brazilian
Association of Financial Law and the International Fiscal Association.

Daniel Oliveira Branco Silva graduated in law from the Pontifical Catholic University of Rio de Janeiro
(PUC) in 2004 and has a postgraduate degree in Corporate Law, specialization in tax Law at the fundao
Getlio Vargas (FGV). Mr. Daniel is a legal manager at Branco Consultores Tributrios and a member of
Branco Advogados since 2003.

Maria Cristina Pantoja da Costa Faria graduated in law from the Pontifical Catholic University of Rio de
Janeiro (PUC), specializing in corporate finance for lawyers by the Foundation Institute of Management
from the University of So Paulo, and earned her masters degree in executive management of insurances
at IBMEC. Member of the Brazilian Lawyers Association. Currently a member of the Negreiro Office and
Medeiros & Kiralyhegy Lawyers.

Helio Carlos de Lamare Cox is graduated in Civil Engineering from the State University of Rio de Janeiro -
UERJ, is specialized in Accounting and Financial Management at the Superior Institute of Accounting
Studies - ISEC / FGV, and has a postgraduate degree in Capital Markets from School of Postgraduate
Degree in Economics - EPGE/FGV and holds an MBA in Finance from IBMEC. Mr. Helio has worked for
over 25 years as Financial and Administrative Officer responsible for managing areas such as Finance,
Accounting, Technology Information, Legal and Human Resources. In the period from 1995 to 2010 was
Officer of Usiminas and ThyssenKrupp Groups, working in companies as Dufer S/A, Thyssen Trading S/A,
Rio Negro Steel Trade S/A and Zamprogna NSG Technology Steel S/A, all focused on production,
marketing and distribution of flat steel products. Over the past four years he has been working in financial
and business consulting as Managing Partner of Delamare Financial Advisory and Consultancy Ltd.,
specially in providing industrial relations services to the Association of Maritime Support Companies -
ABEAM. Mr. Helio is also member of the Fiscal Council of AW Faber-Castell S/A.

Massao Fbio Oya is graduated in Accounting and postgraduate in Financial Management and Accounting
at University Center Padre Anchieta. Mr. Massao is currently an independent consultant providing services
in the administrative, financial, corporate, auditing and corporate governance areas, especially in Fiscal
Councils as member and alternate, such as in the following companies:WLM Indstria e Comrcia S.A.
(since October 2011); Companhia de Saneamento do Estado de So Paulo - Sabesp (since April 2013);
Cristal Pigmentos do Brasil S.A. (since April 2013); Bardella S.A. - Indstrias Mecnicas (since April 2013);
Companhia Providncia Ind. e Com. S.A. (since April 2014); and others.



144

12.9 Relationship (as a spouse or significant other) or relationship to the second
degree between:

a. Members of the Board of Directors, Executive Board and Fiscal Council

Administrator of the Company or Controlled Company:
Name: Andres Cristian Nacht / CPF: 098.921.337-49
Corporate name of the issuer company, controlled or controlling: Mills Estruturas e Servios de
Engenharia S.A. / CNPJ: 27.093.558/0001-15
Title: Chairman of the Board of Directors
Related Person:
Name: Francisca Kjellerup Nacht / CPF: 124.175.657-06
Corporate name of the issuer company, controlled or controlling: Mills Estruturas e Servios de
Engenharia S.A. / CNPJ: 27.093.558/0001-15
Title: Member of the Board of Directors
Type of relationship: Father/Daughter

b. (i) members of the Board of Directors, Executive Board and Fiscal Council and (ii)
members of management of entities controlled by the Company, either directly or indirectly

There is no marital relationship, stable union or any kind of relationship up to the second degree between
the Administrators of the Company and any of the persons indicated in items (a) and (b) above.

c. (i) members of management of entities controlled by the company, either directly or
indirectly; and (ii) Companys direct or indirect controlling shareholders

Administrator of the Company or Controlled Company:
Name: Andres Cristian Nacht / CPF: 098.921.337-49
Corporate name of the issuer company, controlled or controlling: Mills Estruturas e Servios de
Engenharia S.A. / CNPJ: 27.093.558/0001-15
Title: Chairman of the Board of Directors
Related Person:
Name: Jytte Kjellerup Nacht/ CPF: 289.858.347-20
Corporate name of the issuer company, controlled or controlling: Mills Estruturas e Servios de
Engenharia S.A. / CNPJ: 27.093.558/0001-15
Title: Direct Controlling Shareholder
Type of relationship: Husband/Wife
--------------------------------------
Administrator of the Company or Controlled Company:
Name: Andres Cristian Nacht / CPF: 098.921.337-49



145
Corporate name of the issuer company, controlled or controlling: Mills Estruturas e Servios de
Engenharia S.A. / CNPJ: 27.093.558/0001-15
Title: Chairman of the Board of Directors
Related Person:
Name: Tomas Richard Nacht / CPF: 042.695.577-37
Corporate name of the issuer company, controlled or controlling: Mills Estruturas e Servios de
Engenharia S.A. / CNPJ: 27.093.558/0001-15
Title: Direct Controlling Shareholder
Type of relationship: Father/Son
--------------------------------------
Administrator of the Company or Controlled Company:
Name: Andres Cristian Nacht / CPF: 098.921.337-49
Corporate name of the issuer company, controlled or controlling: Mills Estruturas e Servios de
Engenharia S.A. / CNPJ: 27.093.558/0001-15
Title: Chairman of the Board of Directors
Related Person:
Name: Antonia Kjellerup Nacht / CPF: 073.165.257-62
Corporate name of the issuer company, controlled or controlling: Mills Estruturas e Servios de
Engenharia S.A. / CNPJ: 27.093.558/0001-15
Title: Direct Controlling Shareholder
Type of relationship: Father/Daughter
--------------------------------------
Administrator of the Company or Controlled Company:
Name: Andres Cristian Nacht / CPF: 098.921.337-49
Corporate name of the issuer company, controlled or controlling: Mills Estruturas e Servios de
Engenharia S.A. / CNPJ: 27.093.558/0001-15
Title: Chairman of the Board of Directors
Related Person:
Name: Pedro Kjellerup Nacht / CPF: 127.276.837-66
Corporate name of the issuer company, controlled or controlling: Mills Estruturas e Servios de
Engenharia S.A. / CNPJ: 27.093.558/0001-15
Title: Direct Controlling Shareholder
Type of relationship: Father/Son
--------------------------------------
Administrator of the Company or Controlled Company:
Name: Andres Cristian Nacht / CPF: 098.921.337-49



146
Corporate name of the issuer company, controlled or controlling: Mills Estruturas e Servios de
Engenharia S.A. / CNPJ: 27.093.558/0001-15
Title: Chairman of the Board of Directors
Related Person:
Name: Nicolas Nacht/ CPF: 734.150.811-68
Corporate name of the issuer company, controlled or controlling: Snow Petrel SL / CNPJ:
14.740.333/0001-61
Title: Controlling Company and shareholder
Type of relationship: Brother
--------------------------------------
Administrator of the Company or Controlled Company:
Name: Francisca Kjellerup Nacht / CPF: 124.175.657-06
Corporate name of the issuer company, controlled or controlling: Mills Estruturas e Servios de
Engenharia S.A. / CNPJ: 27.093.558/0001-15
Title: Member of the Board of Directors
Related Person:
Name: Jytte Kjellerup Nacht/ CPF: 289.858.347-20
Corporate name of the issuer company, controlled or controlling: Mills Estruturas e Servios de
Engenharia S.A. / CNPJ: 27.093.558/0001-15
Title: Direct Controlling Shareholder
Type of relationship: Daughter/Mother
--------------------------------------
Administrator of the Company or Controlled Company:
Name: Francisca Kjellerup Nacht / CPF: 124.175.657-06
Corporate name of the issuer company, controlled or controlling: Mills Estruturas e Servios de
Engenharia S.A. / CNPJ: 27.093.558/0001-15
Title: Member of the Board of Directors
Related Person:
Name: Tomas Richard Nacht / CPF: 042.695.577-37
Corporate name of the issuer company, controlled or controlling: Mills Estruturas e Servios de
Engenharia S.A. / CNPJ: 27.093.558/0001-15
Title: Direct Controlling Shareholder
Type of relationship: Sister/Brother
--------------------------------------
Administrator of the Company or Controlled Company:
Name: Francisca Kjellerup Nacht / CPF: 124.175.657-06



147
Corporate name of the issuer company, controlled or controlling: Mills Estruturas e Servios de
Engenharia S.A. / CNPJ: 27.093.558/0001-15
Title: Member of the Board of Directors
Related Person:
Name: Antonia Kjellerup Nacht / CPF: 073.165.257-62
Corporate name of the issuer company, controlled or controlling: Mills Estruturas e Servios de
Engenharia S.A. / CNPJ: 27.093.558/0001-15
Title: Direct Controlling Shareholder
Type of relationship: Sisters
--------------------------------------
Administrator of the Company or Controlled Company:
Name: Francisca Kjellerup Nacht / CPF: 124.175.657-06
Corporate name of the issuer company, controlled or controlling: Mills Estruturas e Servios de
Engenharia S.A. / CNPJ: 27.093.558/0001-15
Title: Member of the Board of Directors
Related Person:
Name: Pedro Kjellerup Nacht / CPF: 127.276.837-66
Corporate name of the issuer company, controlled or controlling: Mills Estruturas e Servios de
Engenharia S.A. / CNPJ: 27.093.558/0001-15
Title: Direct Controlling Shareholder
Type of relationship: Sister/Brother
--------------------------------------
Administrator of the Company or Controlled Company:
Name: Francisca Kjellerup Nacht / CPF: 124.175.657-06
Corporate name of the issuer company, controlled or controlling: Mills Estruturas e Servios de
Engenharia S.A. / CNPJ: 27.093.558/0001-15
Title: Member of the Board of Directors
Related Person:
Name: Nicolas Nacht/ CPF: 734.150.811-68
Corporate name of the issuer company, controlled or controlling: Snow Petrel SL / CNPJ:
14.740.333/0001-61
Title: Controlling Company and shareholder
Type of relationship: Niece/Uncle

d. (i) members of the Board of Directors, Executive Board and Fiscal Council and (ii)
Millss direct or indirect controlling shareholders



148

Administrator of the Company:
Name: Andres Cristian Nacht / CPF: 098.921.337-49
Corporate name of the issuer or controlled company: Mills Estruturas e Servios de Engenharia
S.A. / CNPJ: 27.093.558/0001-15
Title: Chairman of the Board of Directors
Related Person:
Name: Nicolas Nacht/ CPF: 734.150.811-68
Corporate name of the issuer company, controlled or controlling: Snow Petrel SL / CNPJ:
14.740.333/0001-61
Title: Controlling company and shareholder
Type of relationship: Brother

Additionally, Mr. Andres Cristian Nacht is the Chairman of the Board of Directors of the Company since
1998 and is a shareholder of the Company.

Administrator of the Company:
Name: Francisca Kjellerup Nacht / CPF: 124.175.657-06
Corporate name of the issuer company, controlled or controlling: Mills Estruturas e Servios de
Engenharia S.A. / CNPJ: 27.093.558/0001-15
Title: Member of the Board of Directors
Related Person:
Name: Nicolas Nacht/ CPF: 734.150.811-68
Corporate name of the issuer company, controlled or controlling: Snow Petrel SL / CNPJ:
14.740.333/0001-61
Title: Controlling company and shareholder
Type of relationship: Niece/Uncle

12.10 Subordination, rendering of services or control relationships for the previous three
fiscal years between directors/officers and:

a. Controlled entities, either directly or indirectly by the company

Not applicable. The Company does not control, neither directly or indirectly, any entity.

b. Direct or indirect controlling shareholders of the company; and

Mr. Rubens Branco, by the entity Tax Consultants Ltda., provided in the last three fiscal years legal,
accounting and tax services to Mr. Andres Cristian Nacht, controlling shareholder of the Company, by
means of the Nacht Participaes S.A., also controlled by Mr. Nacht.




149
Mr. Daniel Oliveira Branco Silva, by the entity Tax Consultants Ltda., provided in the last three fiscal years
legal, accounting and tax services to Mr. Andres Cristian Nacht, controlling shareholder of the Company,
by means of the Nacht Participaes S.A., also controlled by Mr. Nacht.

Mr. Eduardo Kiralyhegy, by the entity Negreiro, Medeiros & Kiralyhegy Advogados, provided in the last
three fiscal years legal services to Mr. Andres Cristian Nacht, controlling shareholder of the Company, by
means of the Nacht Participaes S.A., also controlled by Mr. Nacht.

Ms. Maria Cristina Faria, by the entity Negreiro, Medeiros & Kiralyhegy Advogados, provided in the last
three fiscal years legal services to Mr. Andres Cristian Nacht, controlling shareholder of the Company, by
means of the Nacht Participaes S.A., also controlled by Mr. Nacht.

c. In case its relevant, supplier, client, debtor or creditor of the Company or its
controlled or controlling shareholders

Not applicable, as there is no information about relationships of subordination, provision of service or
control over the past three fiscal years, between the Administrators of the Company and any of the
persons indicated in items (a) to (c) above.

12.11 Directors Insurance

The Company has held civil responsibility insurance since 2009, for administration and proxy holders
acting on behalf of them, with full cover for fines and civil penalties, statutory responsibilities, regulatory
risks, responsibility for errors and omissions, among others, excluding intentional acts, complaints arising
from acts known about prior to the policy date, responsibilities associated with product failures (already
covered by civil responsibility insurance), among other events.
The policy contract was renewed for the period December 31, 2012 until December 31, 2013.
12.12 Other relevant information

Positions held by the members of the Board of Directors in other companies or entities.

Diego Jorge Bush - Member of the Board of Directors
Administrative positions occupied in other companies / entities:
Founder and Chariman of Edim Comercial e Imobiliria Ltda.

Nicolas Wollak - Member of the Board of Directors
Administrative positions occupied in other companies / entities:
Co-founder of the Axxon Group in Brazil, where is Managing Partner since 2001; Chairman of the Board of
Director from Guerra S.A since July 2008; member of the Board of Directors from Luxxon S.A since
December 2007; Director of MV Investimentos S.A. since August 2009; and member of the Deliberative
Board from ABVCAP since March 2010.




150
Pedro Malan - Member of the Board of Directors
Administrative positions occupied in other companies / entities:
Member of the Board of Directors of Globex / Nova Casa Bahia S.A; EDP-Energias do Brazil S.A.; OGX
Petrleo e Gs Participaes S.A. and Souza Cruz S.A, Chairman of the International Advisory Council of
Ita Unibanco and member of the Advisory Council of BUNGE Fertilizantes S.A.

Jorge M. T. Camargo - Member of the Board of Directors
Administrative positions occupied in other companies / entities:
Member of the Board of Directors from Deepflex and Brazilian Oil Institute (IBP). Also is part of the
Advisory Council of Energy Ventures and is a Consultant for Statoil do Brasil and Karoon Oil & Gas.

Information about the General Meetings held by the Company, after its IPO, on April 12, 2010:


Ordinary General Meeting

First Call

Realization date: 04/26/2013

Quorum: Shareholders representing 61.23% of the capital


Ordinary and Extrardinary General Meeting

First Call

Realization date: 04/20/2012

Quorum: Shareholders representing 72.48% of the capital


Extrardinary General Meeting

First Call

Realization date: 08/01/2011 at 11:00 a.m.

Quorum: Shareholders representing 67.81% of the capital


Extrardinary General Meeting

First Call

Realization date: 08/01/2011 - at 12:00 a.m.

Quorum: Shareholders representing 67.81% of the capital


Extrardinary General Meeting

First Call

Realization date: 04/19/2011

Quorum: Shareholders representing 70.54% of the capital




151























13. COMPENSATION FOR ADMINISTRATION



152
13.1 Description of the compensation policy or practices for the Executive Board, the
Statutory and Non-Statutory Boards, the Fiscal Committee, the Statutory Committees and
the Audit, Risk, Finance and Compensation Committees, covering the following topics:

a. Objectives of the compensation policy or practices

Board of Directors

For the Board of Directors of the Company, the total remuneration is fixed in a discretionary amount
determined by the general meeting, with no relationship with the remuneration policy applicable to
officers and other employees of the Company and, therefore there is no goal of the policy or
remuneration practice of this body.

As part of total discretionary remuneration approved by the general meeting, there is a fixed component
and a variable component, according to the results of the Company. The Company believes that the
variable remuneration of the members of the Board of Directors is a way to encourage them to
successfully lead the Company's business by aligning the interests of members of the Board of Directors
with those of shareholders.

Statutory Directors and Non-Statutory Directors

For statutory directors and non-statutory directors of the Company, the remuneration policy aims to
attract and guarantee that the qualified professionals required remain in the Company and have a proper
remuneration. The fixed amount of the remuneration of the Directors includes the salary and direct and
indirect benefits tailored for statutory directors and non-statutory directors. In addition to the fixed
compensation, there is a variable component, which includes profit-sharing in the Companys results and
the granting of stock options or subscribing to shares issued. The Company believes that the profit-
sharing and stock option programs benefiting statutory directors and non-statutory directors is a way to
motivate them to carry out the Companys business in its best interest, thus stimulating an
entrepreneurial and results orientated culture in line with the interests of both shareholders and
management.

Fiscal Council

Members of the Fiscal Council are entitled to remuneration equivalent to 10% of the average
remuneration of the statutory directors, corresponding to the minimum set by law. In this way, their
remuneration is not correlated to the remuneration policy applicable to officers and other employees of
the Company and therefore there is no objective of the policy or practice of remuneration for that body.

Advisory Committees

The members of the Human Resources Committee and Strategic Committee will be entitled to
remuneration equivalent to 50% of the monthly remuneration of the members the Board of Directors. The
Committee members who are officers, managers or employees of the Company shall not be entitled to
remuneration. The remuneration of members of the Committee may be amended at any time by the
Board. The purpose of this remuneration policy is to adequately compensate Committee members for time
spent in office, except by those who are already paid by the Company as its directors or employees.



153

b. Composition of compensation packages: (i) description of the different elements of
the compensation packages and the objectives of each of them; (ii) proportion of each
element to make up the total compensation package; (iii) the method for calculating and
adjusting each of the elements in the compensation packages; and (iv) reasons for the
composition of remuneration

(i) Description of the different elements of the compensation packages:

Salary and pro-labore

The fixed remuneration of the statutory directors and non-statutory directors is designed to recognize and
reflect the value of the job position internally and externally, considering the competitors of the Company
and companies of similar size in terms of their gross revenues. The comparison with the market
remuneration is carried out by a hired market research consulting firm or through database purchased
from a consultant. The Company conducted market research with companies Saliby RH in 2010 and
Towers Watson in 2011 and 2012. Additionally, the Company uses the database of market remuneration
from the consulting company Towers Watson.

For the Board of Directors of the Company (and consequently the Advisory Committees), the
remuneration, fixed and/or variable (the last as bonus), is discretionary determined by the general
meeting with no relationship with the remuneration policy applicable to officers and other employees of
the Company and therefore there is no objetive of a policy or remuneration practice of this body.

Members of the Fiscal Council are entitled to remuneration equivalent to 10% of the average
remuneration of the statutory board, corresponding to the minimum set by law. In this way, their
remuneration is not correlated to the remuneration policy applicable to officers and other employees of
the Company and therefore there is no aim of policy or practice of remuneration for that body.

Direct and indirect benefits

Granted exclusively to statutory directors and non-statutory directors, the direct and indirect benefits
include medical assistance, life insurance, vehicle leasing and food vouchers, aiming to ensure
competitiveness in the market. The comparison with the benefits of the market is carried out by a market
research conducted by a hired consulting firm or through database purchased from a consultant. The
Company conducted market research with companies Saliby RH in 2010 and Towers Watson in 2011 and
2012. Additionally, the Company uses the database with market remuneration from the consulting
company Towers Watson. The member of the Board of Directors, Fiscal Council and Advisory Committees
are not entitled to any direct and indirect benefits.

Profit-sharing and bonus

Granted to statutory directors and non-statutory directors, the profit-sharing program aims to motivate
management to carry out the Companys business in its best interest, thus stimulating an entrepreneurial
and results orientated culture in line with the interests of both shareholders and management. Eventual
bonuses paid to members of the Board of Directors, discretionary determined by the general meeting with
no relation with the remuneration policy applicable to officers and other employees of the Company, have
the same goal.

The members of the Fiscal Council and Advisory Committees are not entitled to the profit-sharing
program.



154
Stock options or subscription to shares

Granted exclusively to statutory directors and non-statutory directors, the stock option or subscription to
shares aim to motivate management to carry out the Companys business in its best interest, thus
stimulating an entrepreneurial and results orientated culture in line with the interests of both shareholders
and management.

Members of the Board of Directors, Fiscal Council and Advisory Committees are not entitled to stock
option or subscription to shares.

(ii) Proportion of each element to make up the total remuneration package:

According to the table below the ratio for the year 2012 were:

% Compared to the total compensation amount paid to

Salary and
Pro-labore
Direct and indirect
benefits Bonus Profit sharing
Grant of
options Total
Board of Directors 86.1% 13.9% 100%
Executive Officers 62.9% 4.3 % 9.0% 23.8% 100%
Human Resources Committee 100.0% 100%
Strategic Committee 100.0% 100%
Fiscal Council 100.0% 100%


(iii) Method for calculating and adjusting each of the elements in the compensation packages:

The fixed portion of compensation paid to statutory directors and non-statutory directors is determined
based on market standards, and readjusted annually at regular levels to account for the loss in currency
value or for merit by performance.

In terms of the profit-sharing program granted to statutory directors and non-statutory directors, and to
bonus, granted to the members of Board of Directors, this plan is based on the aggregate economic
value, which consists of the adjusted net profit deducted from shareholder remuneration. If positive, 25%
for 2011 and a percentage between 20% and 30%, which will be annually decided by the Board of
Directors starting from 2012, of the Economic Value Added (EVA) will be distributed to management and
employees, and whose portion will be defined in an increasing manner in accordance with their
hierarchical level in the Company and results obtained by their respective business segments. i.e. in a
proportion of 50% until 2011 and 75% starting from 2012, based on the segments results that the
manager or employee in question is linked to, and 50% until 2011 and 75% starting from 2012 based on
the result of our Company as a whole. For the employees of corporate areas, the program considers the
total result of the company. In 2011 the Company distributed R$ 17.5 million related to 2010 results, in
2012 the Company distributed R$ 7.9 million related to the results of 2011, and in 2013 will be distributed
R$ 20.1 million for the results of 2012.

Regarding the to the stock option plan to purchase or subscribe shares, granted to the statutory directors
and non-statutory directors, the number of options granted is proportional to the investment made in the
Company's shares with resources obtained from the profit sharing program described above. Additionally,
the Board of Directors may distribute discretionary stock options or subscription shares to statutory
directors and non-statutory directors, that is, independent of the investment made in the Company's
shares with resources obtained from the profit sharing program described above, based on merit,
performance and/or outcome.

For the Board of Directors of the Company (and the Advisory Committees), the remuneration is
discretionary determined by the general meeting with no relation with the remuneration policy appl icable
to officers and other employees of the Company and therefore there is no goal at the policy or



155
remuneration practice of this body. Members of the Fiscal Council are entitled to remuneration equivalent
to 10% of the average remuneration of the statutory board, corresponding to the minimum set by law. In
this way, their remuneration is not correlated to the remuneration policy applicable to officers and other
employees of the Company and therefore there is no aim of policy or practice of remuneration for that
body. So, there is no method of calculation and adjustment of each element of remuneration.

(iv) Reasons for the composition of remuneration:

For the statutory directors and non-statutory directors, the policy aims in the remuneration of
professionals based on the responsibilities inherent in their job positions, market practices and the
Companys level of competiveness.

For the Board of Directors, the Advisory Committees and the Fiscal Council, the remuneration paid by the
Company is fixed, in a discretionary amount determined by the general meeting, in case of Board of
Directors (and consequently the Advisory Committees), and according to the law, in case of Fiscal Council.
The remuneration of the members of these bodies has no relation with the remuneration policy applicable
to officers and other employees of the Company and therefore there is no goal at the policy or
remuneration practice of this body.

For the statutory directors and non-statutory directors and the members of the Board of Directors, the
variable portion is justified by the Companys focus on results and the target of aligning management
interests with those of the shareholders of Company.

c. Main performance indicators that are taken into consideration when determining each
element of the compensation package

The main performance indicator used to determine the variable component of management remuneration
is the Companys Economic Value Added (EVA), which is calculated from the net profit of the Company,
deducting from this remuneration the capital invested in the Company by the shareholders, which is the
invested capital in the Company at book value multiplied by the weighted average cost of capital of the
Company. The variable portion of remuneration is determined from the economic value generated in the
Company and in the business segment, under its responsibility.

d. How the compensation package is structured to reflect the development of the
performance indicators

The remuneration consists of a significant variable portion, represented by profit-sharing of the
Companys results, and the values to be distributed are directly proportionate to the Companys Economic
Value Added (EVA), calculated annually in accordance with the formula described in item (c) above.

e. How the compensation policy is aligned with the Companys short-, medium- and
long-term interests

The remuneration monthly paid to statutory directors and non-statutory directors is in line with the short-
term interests of the Company to attract and retain qualified professionals. The profit-sharing and stock
options plan are aligned with the medium-to-long-term interests of the Company to motivate
management to carry out the Companys business, stimulating an entrepreneurial and results-orientated
culture, to the extent that both shareholders and directors benefit from improvements in the results and
increases in the price of the shares.

For the Board of Directors of the Company (and consequently the Advisory Committees), the
remuneration is fixed in discretionary amount determined by the general meeting with no relation with
the remuneration policy applicable to officers and other employees of the Company, and therefore there is



156
no goal at the policy or remuneration practice of this body. The members of the Fiscal Council are entitled
to remuneration equivalent to 10% of the average remuneration of the statutory board, corresponding to
the minimum set by law. In this way, their remuneration is not correlated to the remuneration policy
applicable to officers and other employees of the Company and therefore there is no aim of policy or
practice of remuneration for that body.

For the Board of Directors, the bonus, which is based on profit-sharing, being also directly proportional to
the Economic Value Added (EVA), is in line with the Companys mid and long term best interest of
stimulating an entrepreneurial and results orientated culture.

f. Existence of compensation supported by subsidiaries, and direct or indirect affiliates
or holding companies

Not applicable. There is not any remuneration supported by subsidiaries, and direct or indirect affiliates or
holding companies.

g. Existence of any compensation or benefits connected to the occurrence of a given
corporate event, such as the sale of the Companys controlling interest

Not applicable. There is no remuneration or benefits connected to the occurrence of a given corporate
event, such as the sale of the Companys controlling interest.

13.2 With respect to compensation acknowledged in the results of the last 3 accounting
reference periods and the estimated compensation for the current accounting reference
period for the Executive Board, the Statutory Board and the Fiscal Council:

Estimated for Current Fiscal Year (2013)

Board of
Directors
Board of Executive
Officers
Fiscal Council Total
Number of members 6 5 3 14
Annual fixed compensation
Salaries or pro-labore fees 944,426 5,315,831 200,000 6,460,257
Direct and indirect benefits - 378,620 - 378,620
Compensation for participation in
Committees
236,107 - - 236,107
Others 236,107 1,762,350 40,000 2,038,457
Variable Compensation
Bonus 475,651 - - 475,651
Profit sharing - 2,569,565 - 2,569,565
Compensation for participation in
meetings
- - - -
Comissions - - - -
Others 95,130 - - 95,130
Post-employment benefits - - - -
Employment cessation benefits - - - -
Stock-based compensation - 2,876,778 - 2,876,778
Total Compensation 1,987,421 12,903,144 240,000 15,130,565
(1) Amount based on the annual amortization rate of all curent plans, by the cost of call option. The number of options granted on the discretionary plan
2013 is estimated.
Fiscal Year Ended December 31, 2012
Board of Directors
Board of Executive
Officers
Fiscal Council Total
Number of members 7 5 3 15



157
Annual fixed compensation
Salaries or pro-labore fees 933,005 3,278,531 187,200 4,398,736
Direct and indirect benefits 304,444 304,444
Compensation for participation
in Committees
111,926 111,926
Others 208,986 1,185,772 37,440 1,432,198
Variable Compensation
Bonus 168,737 168,737
Profit sharing 637,433 637,433
Compensation for participation
in meetings

Comissions
Others 33,747 33,747
Post-employment benefits
Employment cessation
benefits

Stock-based
compensation
1,690,083 1,690,083
Total Compensation 1,456,401 7,096,263 224,640 8,777,304
(1) Amount based on the annual amortization rate of all curent plans, by the cost of call option.
Fiscal Year Ended December 31, 2011
Board of Directors
1

Board of Executive
Officers
1

Fiscal Council
2
Total
Number of members 6.75 5 3 14.75
Annual fixed compensation
Salaries or pro-labore fees 850,800 3,038,949 120,000 4,009,749
Direct and indirect benefits - 354,261 - 354,261
Compensation for participation
in Committees
65,000 - - 65,000
Others 183,160 1,087,908 24,000 1,295,068
Variable Compensation
Bonus 168,162 - - 168,162
Profit sharing - 523,747 - 523,747
Compensation for participation
in meetings
- - - -
Comissions - - - -
Others 33,632 - - 33,632
Post-employment benefits - - - -
Employment cessation
benefits
- - - -
Stock-based compensation - 1,121,894 - 1,121,894
Total Compensation 1,300,754 6,126,759 144,000 7,571,513
(1) According to maximum total remuneration of R$9,100,000.00 for the Board of Directors and Executive Officers approved at the Ordinary General
Meeting of April 19, 2011, excluding stock based compensation.
(2) Based on salary or pro-labor average of the Executive Officers in April 2011.
(3) Includes one month of occupation of the position of member of the Board of Directors by Gustavo Felizolla, who resigned in January 2011, and eight
months in the same position occupied by Jorge Camargo, who took office in May 2011.

Fiscal Year Ended December 31, 2010
Board of Directors
Board of Executive
Officers
Fiscal Council Total
Number of members 7 4.5 - 11.5
Annual fixed compensation
Salaries or pro-labore fees 639,520 2,628,940 - 3,268,460
Direct and indirect benefits - 445,814 - 445,814



158
Compensation for participation
in Committees
35,000 - - 35,000
Others - 906,679 - 906,679
Variable Compensation
Bonus 133,952 - - 133,952
Profit sharing - 1,859,254 - 1,859,254
Compensation for participation
in meetings
- - - -
Comissions - - - -
Others - - - -
Post-employment benefits - - - -
Employment cessation
benefits
- - - -
Stock-based compensation - 353,734 - 353,734
Total Compensation 808,472 6,194,421 - 7,002,893

13.3 With respect to variable compensation in the last 3 accounting reference periods and
compensation estimated for the current accounting reference period for the Board of
Directors, the Board of Executive Officers and the Fiscal Council:

Estimated for Current Fiscal Year (2013)
Board of Directors
Board of Executive
Officers
Fiscal Council Total
(in R$ thousand, except for number of members)
Number of Members 6 5 3 14
Bonus
Minimum amount estimated
by compensation plan
- - - -
Maximum amount estimated
by compensation plan
- - - -
Amount estimated by the
compensation plan if pre-
established goals are met
20.0% to 30.0% of
EVA
- -
20.0% to 30.0% of
EVA
Variable remuneration - - - -
Minimum amount estimated
by compensation plan
- - - -
Maximum amount estimated
by compensation plan
- - - -
Amount estimated by the
compensation plan if pre-
established goals are met
-
20.0% to 30.0% of
EVA
-
20.0% to 30.0% of
EVA

Variable remuneration of Fiscal Year ended December 31, 2012
Board of Directors
Board of Executive
Officers
Fiscal Council Total
(in R$ thousand, except for number of members)
Number of Members 7 5 3 15
Bonus
Minimum amount estimated
by compensation plan
- - - -
Maximum amount estimated
by compensation plan
- - - -
Amount estimated by the
compensation plan if pre-
established goals are met
30.0% of EVA - - 30.0% of EVA
Value effectively recognized in
results of the fiscal year
168.7 - - 168.7



159
Variable remuneration - - - -
Minimum amount estimated
by compensation plan
- - - -
Maximum amount estimated
by compensation plan
- - - -
Amount estimated by the
compensation plan if pre-
established goals are met
- 30.0% of EVA - 30.0% of EVA
Value effectively recognized in
results of the fiscal year
- 637.4 - 637.4

Variable remuneration of Fiscal Year ended December 31, 2011
Board of Directors
Board of Executive
Officers
Fiscal Council Total
(in R$ thousand, except for number of members)
Number of Members 6.75 5 3 14.75
Bonus
Minimum amount estimated
by compensation plan
- - - -
Maximum amount estimated
by compensation plan
- - - -
Amount estimated by the
compensation plan if pre-
established goals are met
25.0% of EVA - - 25.0% of EVA
Value effectively recognized in
results of the fiscal year
168.2 - - 168.2
Variable remuneration - - - -
Minimum amount estimated
by compensation plan
- - - -
Maximum amount estimated
by compensation plan
- - - -
Amount estimated by the
compensation plan if pre-
established goals are met
- 25.0% of EVA - 25.0% of EVA
Value effectively recognized in
results of the fiscal year
- 523.7 - 523.7

Variable remuneration of Fiscal Year ended December 31, 2010
Board of Directors
Board of Executive
Officers
Fiscal Council Total
(in R$ thousand, except for number of members)
Number of Members 7 4,5 - 11,5
Bonus
Minimum amount estimated
by compensation plan
- - - -
Maximum amount estimated
by compensation plan
- - - -
Amount estimated by the
compensation plan if pre-
established goals are met
25.0% of EVA - - 25.0% of EVA
Value effectively recognized in
results of the fiscal year
134.0 - - 134.0
Variable remuneration - - - -
Minimum amount estimated
by compensation plan
- - - -
Maximum amount estimated
by compensation plan
- - - -
Amount estimated by the
compensation plan if pre-
established goals are met
- 25.0% of EVA - 25.0% of EVA
Value effectively recognized in - 1,859.3 - 1,859.3



160
results of the fiscal year
Considers the hiring, in July, 2010, of Mrs. Alessandra Eloy Gadelha for the position of Investor Relations Officer of the Company.

13.4 With respect to the stock-based compensation plan for the Executive Board and the
Board of Executive Officers, which was in force in the last accounting reference period and
which is estimated for the current accounting reference period:

STOCK-BASED COMPENSATION PLANS
On December 31
st
, 2012, the Company had a single stock option plan for the benefit of its managers, that
being the Plano de Opes de Compra de Aes , as described below. This plan will remain for the fiscal
year 2013, with no expectation for the creation of new plan this year. Until December 31st of 2012, a
total of 292,184 options had been exercised associated with this plan, with 1,163,222 previously granted
but not yet redeemed purchase options remaining.
All the stock-based compensation plans created before the Companys IPO, held in April 15
th
, 2010 had its
granted options redeemed. Regarding the Plano Especial Top Mills stock-based compensation plan, there
still exclusively remains the respective benefitiaries obligations of not transferring the received stock
before the pre-determined dates.

Stock Option Plan 2010 (Plano de Opes de Compras de Aes 2010)

a. Terms and general conditions:

At the Extraordinary General Shareholders meeting held on February 8, 2010, the Stock Option Plan for
Shares Issued by the Company was approved called Plano de Opes de Compra de Aes 2010 (Stock
Option Plan - 2010), with amendments approved by the Board of Directors Meeting held on May 31,
2010 and by the Extraordinary General Shareholders meeting held on April 20, 2012. The Board of
Directors approved (i) on March 11
th
, 2010, the Companys Program 1/2010 Stock Options Plan (1/2010
Program); (ii) on March 25
th
, 2011, the Program 1/2011 Stock Options Plan (1/2011 Program); and (iii)
on May 30
th
, 2012, the Program 1/2012 Stock Options Plan (1/2012 Program);

The 2010 Stock Options Plan is managed by our Board of Directors, which considers the contribution of
each beneficiary to achieving the targets designed to create added value, the development potential of
each, and the essential nature of their jobs among other characteristics considered strategically relevant,
elected as beneficiaries of the 2010 Stock Options Plan (i) for the 1/2010 Program, all the directors (or
executives with similar roles) of the Company, and Company managers who have held their positions in
2009 for more than 6 (six) months; (ii) for the 1/2011 Program, all the directors (or executives with
similar roles) of the Company, and Company managers who have held their positions in 2010 for more
than 6 (six) months; and (iii) for the 1/2012 Program, all the directors (or executives with similar roles) of
the Company, and Company managers who have held their positions in 2011 for more than 6 (six)
months.

b. Major Plan Objectives:

The aim of the 2010 Stock Options Plan is to allow for the Companys managers or employees or those in
any of its subsidiaries, subject to determined conditions, to acquire shares in the Company, for the
purpose of (i) stimulating expansion, determining and implementing the Companys corporate guidelines;
(ii) align the interests of the Companys shareholders with those of its managers and employees or other
entities it controls; and (iii) allow the Company or its subsidiaries to attract and retain the managers and
employees it requires.




161
c. How the plans contribute for the achievement of these objectives

As most of the options are available over the long term, the beneficiaries tend to stay with the Company
until at least the time they can contribute to its long-term results.

d. How the plan is included in the Companys compensation policy

As mentioned in Item 13.1b, this plan is part of the variable compensation package paid to the Companys
officers.

e. How the plans promote the alignment between management and the Company interests at short,
mid and long term

The stock option plan, in general, aligns the medium and long term interests to encourage the
Administration to conduct the company's business success, stimulating entrepreneurial and results-
oriented culture, to the extent that both the shareholders and the directors benefit from improvements in
income and increases in stock market quotation. The establishment of a waiting period before which the
options cannot be exercised (vesting period), ensures that this alignment is found in the short, medium
and long term.

f. The maximum number of shares options to be granted:

The stock options granted within the scope of this plan confer the rights to acquire up to 5% of shares of
the Companys capital stock, throughout the period of validity of the plan, considering all the options
already granted under the Plan, exercised or not, except those which have been extinct and not exercised
as long as the total number of shares issued or can be issued under the Plan is always within the
boundary the authorized capital of the company. Options issued by the company granted until December
31, 2009 are not subject to the Plan or its limits. In addition, the aim of the Plan is to grant share
purchase options in an amount that does not exceed 1% of shares of the Companys total capital each
year, as verified on the date the plan was approved.

As part of the 1/2010 Program, 538,714 options have been granted that will be converted into ordinary
shares in the Company. Up to December 31st, 2012, 250,718 options have been exercised.
As part of the 1/2011 Program, 392,046 options have been granted that will be converted into ordinary
shares in the Company. Up to December 31st, 2012, 41,466 options have been exercised.

As part of the 1/2012 Program, 232,462 options have been granted that will be converted into ordinary
shares in the Company. Up to December 31st, 2012, no options have been exercised.

g. The maximum number of stock options to be granted

As a result of the number of shares that can be acquired within the scope of the stock option plan. The
maximum total number of shares to be issued is up to 5% of total stock.

h. Conditions for acquiring the shares

To receive the stock options in the 1/2010 Program, each beneficiary had to use at least 33% of the
variable component of their compensation associated with the Companys Profit-Sharing Program, net of
taxes, which were received related to the 2009 financial year, to acquire shares issued by the Company.
To receive the stock options in the 1/2011 Program, each beneficiary had to use at least 33% of the
variable component of their compensation associated with the Companys Profit-Sharing Program, net of
taxes, which were received related to the 2010 financial year, to acquire shares issued by the Company.



162
To receive the stock options in the 1/2012 Program, each beneficiary will have to use at least 33% of the
variable component of their compensation associated with the Companys Profit-Sharing Program, net of
taxes, which were received related to the 2011 financial year, to acquire shares issued by the Company.
Additionally, the Board of Directors approved grants within the 1/2010, 1/2011 and 1/2012 Programs,
independent of the investment in the Company's shares to certain employees of the Company, due to its
performance in the exercise of their jobs.
i. Criteria for determining the acquisition or exercise price

Until April 20, 2012, the price of the ordinary shares to be acquired by the beneficiaries, by exercising
their option rights were determined by the Companys Board of Directors or committee based exclusively
on the average share price on the BM&FBOVESPA, weighted by the trading volume in the month or the
two months prior to the granting of the stock option, monetarily adjusted by the inflation index IPCA
(ndice de Preos ao Consumidor Amplo), and deducting the value of dividends and interest on equity
per share paid by the Company as from the stock option date. On April 20, 2012, according to the
resolution of the General Meeting held on that date, the criterion for fixing the exercise price of the
options that have as a counterpart the acquisition of shares by its beneficiary was changed and was
defined as the equity value of the shares on the last day of the subsequent fiscal year. This change does
not affect the options granted prior to that General Meeting and the new criterion does not apply to
options granted that have no counterpart of the acquisition of shares by the beneficiary, which continues
to be applied the criterion of market price, described above.
For the 1/2010 Program, the exercise price of the options will be based on the value of the shares issued
at the Companys Initial Public Offering (R$11.50), monetarily adjusted by the inflation according to the
IPCA, which is disclosed by the Brazilian Institute of Geography and Statistics (IBGE), deducting the value
of dividends and interest on equity per share paid by the Company as from the stock option date.
Regarding the 1/2011 Program, the exercise price of the options will be the average share price acquired
according to brokerage invoice sent by the beneficiary to the Board of Directors or Human Resources
Committee of the Company (R$ 19.28), monetarily adjusted by the inflation according to the IPCA, which
is disclosed by the Brazilian Institute of Geography and Statistics (IBGE), or by another index determined
by the Board of Directors or committee, according to the case, from the date of conclusion of the stock
option agreement until the date the option is exercised, deducting the value of dividends and interest on
equity per share paid by the Company as from the stock option date.
Regarding the 1/2012 Basic Program, the exercise price of the options will be the average share price
acquired according to brokerage invoice sent by the beneficiary to the Board of Directors or Human
Resources Committee of the Company (R$ 5.86), monetarily adjusted by the inflation according to the
IPCA, which is disclosed by the Brazilian Institute of Geography and Statistics (IBGE), or by another index
determined by the Board of Directors or committee, according to the case, from the date of conclusion of
the stock option agreement until the date the option is exercised, deducting the value of dividends and
interest on equity per share paid by the Company as from the stock option date.

Regarding the 1/2012 Basic Program, the exercise price of the options will be the average share price on
the BM&FBOVESPA in the year of 2011 (R$19.22), weighted by the trading volume, monetarily adjusted
by the inflation according to the IPCA, which is disclosed by the Brazilian Institute of Geography and
Statistics (IBGE), or by another index determined by the Board of Directors or committee, according to
the case, from the date of conclusion of the stock option agreement until the date the option is exercised,
deducting the value of dividends and interest on equity per share paid by the Company as from the stock
option date.

j. Criteria used to determine the exercise term

The options granted under the terms of this plan will be subject to grace periods of up to 72 (seventy
two) months for the conversion of options into shares.




163
k. Form of liquidation/settlement

The shares resulting from the exercising of purchase options will be integrated and/or acquired by their
respective beneficiaries in cash, in current national currency.

l. Restrictions on the transfer of shares

Until the exercise price is fully paid, the shares acquired through exercising the option rights under the
terms of the Plan cannot be sold to third parties, except with the prior authorization of the Board, based
on the hypothesis that the product of the sale will preferably be used to settle any debt the beneficiary
has with the Company.

Based on the terms of the respective Option Contract, no beneficiary will be allowed to trade the shares
acquired for a period of 5 (five) years, observing the following rules:

(i) after a period of one year after signing the respective Option Contract, beneficiaries will be free to
trade up to 25% of the shares acquired;

(ii) after a period of one year after the term defined in item i, beneficiaries will be free to trade an
additional 25% of the shares acquired;

(iii) after a period of one year after the term defined in item ii, beneficiaries will be free to trade an
additional 25% of the shares acquired; and

(iv) after a period of one year after the term defined in item iii, beneficiaries will be free to trade the
outstanding balance of the shares acquired.

m. criteria and events that, when verified, will lead to the suspension, alteration or extinction of the
plan

The stock option rights granted under the terms of the Plan will automatically all be cancelled in the
following cases: (i) on the complete and full exercising of the same; (ii) after the option term has expired;
(iii) through the mutual rescission of the stock option; (iv) if the Company is dissolved, liquidated or fil es
for bankruptcy; or (v) if the beneficiary fails to observe the trading restriction rules described in item n
below.

In addition, in the event the beneficiary is laid off, with or without due cause, resigns or steps down from
their job, retires, or suffers from permanent disability, or dies, the option rights granted can either be
cancelled or modified, as described in item n below.

In addition, in the event the beneficiary is laid off, with or without just cause, resigns or steps down from
their job, retires, or suffers from permanent disability, or dies, the option rights granted can either be
cancelled or modified, as described in item n below.

n. Effects generated by the Company`s Board and Committee Manager`s departure upon his/her
rights as provided by the stock-based compensation plan

If at any time during the validity of the Stock Options Plan, the beneficiary:

(i) resigns voluntarily from the Company or leave their management role: (i) the rights not exercised
in accordance with the respective Option Contract on the date they leave the Company will automatically
all be cancelled, with no need for any prior warning or notification, and with no right to any indemnity;
and (ii) the rights already exercised in accordance with the respective Option Contract on the date they



164
leave the Company may be exercised within a period of 30 days from the same date, after which all rights
will automatically all be cancelled, with no need for any prior warning or notification, and with no right to
any indemnity;

(ii) leaves the Company as a result of being fired with due cause, or failure to fulfill their duties
adequately as a manager, all the right (exercised and not exercised) in accordance with the respective
Option Contract on the date they leave the Company will automatically all be cancelled, with no need for
any prior warning or notification, and with no right to any indemnity;

(iii) leaves the Company as a result of being fired without due cause, or failure to fulfill their duties
adequately as a manager: (i) the rights not exercised in accordance with the respective Option Contract
on the date they leave the Company will automatically all be cancelled, with no need for any prior warning
or notification, and with no right to any indemnity; except if the Board decides to anticipate the grace
period term for some or all of these rights, and the beneficiary leaves the Company within a period of up
to 12 (twelve) months after the change in share control in the Company all the unexercised rights in
accordance with the respective Option Contract on the date they leave the Company may be exercised
within a period of 30 days from the same date, after which all rights will automatically all be cancelled,
with no need for any prior warning or notification, and with no right to any indemnity, will have their
grace period anticipated; and (ii) the rights already exercised in accordance with the respective Option
Contract on the date they leave the Company may be exercised within a period of 30 days from the same
date, after which all rights will automatically all be cancelled, with no need for any prior warning or
notification, and with no right to any indemnity;

(iv) on retiring from the Company: (i) the rights not exercised in accordance with the respective
Option Contract on the date they leave the Company will automatically all be cancelled, with no need for
any prior warning or notification, and with no right to any indemnity, except if the Board decides to
anticipate the grace period term for some or all of these rights; and (ii) the rights already exercised in
accordance with the Options Contract on the date of leaving the Company will have their grace period
anticipated, allowing the Beneficiary to exercise the respective stock option, as long as this is within a
period of 12 (twelve) months from the date of retirement, after which all the remaining rights will
automatically all be cancelled, with no need for any prior warning or notification, and with no right to any
indemnity;

(v) leaving the Company due to death or permanent disability: (i) the rights not exercised in
accordance with the respective Option Contract on the date they leave the Company will automatically all
be cancelled, with no need for any prior warning or notification, and with no right to any indemnity,
except if the Board decides to anticipate the grace period term for some or all of these rights; and (ii) the
rights already exercised in accordance with the Options Contract, on the date of passing away, can be
exercised by the Beneficiarys legal successors, as long as this is done within a period of 12 (twelve)
months from the aforementioned date, after which all the remaining rights will automatically all be
cancelled, with no need for any prior warning or notification, and with no right to any indemnity.

Over and above mentioned item, the Board or Committee (whichever is the case) can, at their exclusive
criteria, whenever they deem social interests are better met by this approach, chose not to abide by the
rules stipulated above, and treat a determined beneficiary in a differentiated and individual manner.



165

13.5 Number of stocks or direct or indirect stock holdings, either in Brazil or overseas, and
other securities that might be converted into stock or quotas, issued by the Company, direct
or indirect affiliates, subsidiaries or companies under common control, by members of the
Executive Board, of the Board of Executive Officers or the Fiscal Board, grouped per board or
committee, on the closing date of the last accounting reference period:

The table below indicates the number of our shares held directly by our administrators and the
percentage that their direct individual contributions represent of the total number of shares issued by our
Company, in the last fiscal year, December 31
st
, 2012.

On December 31
st
, 2012 Nmero de Aes Percentual (%)
Board of Directors 5,119,954 4.1%
Board of Executive Officers 1,336,161 1.1%
Fiscal Council - -

13.6 With respect to stock-based compensation, as acknowledged in the past three
accounting reference periods and as estimated for the current accounting reference period,
for Executive Board and the Board of Executive Officers.

The tables below show the impact of those stock option plans on the compensation of our statutory
directors in the years 2010, 2011 and 2012 and the estimated impact for 2013. The Companys Board of
Directors does not have stock based compensation.

Plano Especial Top Mills
(1)
2010 2011 2012 2013
Number of Members of the Board of Executive Officers 3 - - -
Grant Date
Number of granted options - - - -
Number of non-redeemable options -
Number of redeemable options 269,726
(2)
- - -
Deadline for options to become redeemable
Deadline for redeeming options
Grace period for stock transfer
Quantity of options exercised 269,726 - - -
Pondered average price within accounting reference
period for each of the following option groups

Outstanding at the beginning of the accounting
reference period
R$2.08
(3)
- - -
Not redeemed throughout accounting reference
period
- - - -
Redeemed within accounting reference period R$2.18
(3)
- - -
Expired within accounting reference period - - - -
Fair option price on grant date
Potential dilution in the event of exercise of all
options granted
(4)

0.22% - - -
1. All options of the plan have been granted. There were no stock options granting in 2010, 2011 and 2012 and no stock options granting in
2013.
2. 88,436 options regarding the first grant on 01/01/2008, 88,436 options regarding the second grant on 07/01/2008 and 92,854 options
regarding the 3
rd
grant in 01/01/09
3. Book value for the fiscal year ended 12.31.2008, corrected by the IPCA since January 2008.
4. Dilution of outstanding options based on the total shares of the Company's capital at the end of fiscal year, except for the current year that
considers the total shares of the Company's capital at beginning of year. At the end of fiscal year 2009, the amount of shares were 87,420,577
and at the end of fiscal year 2010, the total number of shares was equal to 125,495,309.

Stock Option Plan

Program 1/2010 2010 1
st
Grant 2010 2
nd
Grant 2011 2012 2013
Number of Members of the Board of
Executive Officers
4 1 5 5 5
Grant Date 05/31/2010 07/05/2010
Number of granted options 495,236 43,478 - - -



166
Number of non-redeemable options 495,236 43,478 404,035 269,357 134,678
Number of redeemable options
(

)
- - 83,428 18,639 153,318
Deadline for options to become redeemable
25% by year, from
the year after the
date of the Grant
25% by year, from
the year after the
date of the Grant
25% by year,
from the year
after the date of
the Grant
25% by year, from
the year after the
date of the Grant
25% by year, from
the year after the
date of the Grant
Deadline for redeeming options 31/05/2016 07/05/2016
Grace period for stock transfer - -
Quantity of options exercised - - 51,251 250,718 250,718
Pondered average price within accounting
reference period for each of the following
option groups

Outstanding at the beginning of the
accounting reference period
- - R$11.65 R$12.22 R$12.63
Not redeemed throughout accounting
reference period
- -
Redeemed within accounting reference
period
- - R$12.05 R$12.42 -
Expired within accounting reference
period
- -
Fair option price on grant date R$1,911,611 R$238,694 - - -
Potential dilution in the event of exercise of
all options granted
(3)

0.40% 0.03% 0.39% 0.39% 0.39%
1. Total amount of redeemable options less the total amount of redeemable options exercised at the end of the period for the fiscal years ended and
total amount of redeemable options at end of period less the total amount of redeemable options exercised in years previous to the current year.
2. Fair value of R$3.86 per share for the 1
st
grant and of R$5.49 for the 2
nd
grant. Calculation premises available in item 13.9(b).
3. Dilution of outstanding options based on the total shares of the Company's capital at the end of fiscal year, except for the current year that considers
the total shares of the Company's capital at beginning of year. At the end of fiscal year 2010, the amount of shares were 125,495,309, at the end of
fiscal year 2011, the amount of shares were 125,656,724 and at the end of fiscal year 2012, the total number of shares was equal to 125,399,430.



1/2011 Program 2011 2012 2013
Number of Members of the Board of Executive
Officers
5 5 5
Grant Date 04/16/2011
Number of granted options 392,046 - -
Number of non-redeemable options 392,046 294,034 196,023
Number of redeemable options
(

)
- 56,546 154,557
Deadline for options to become redeemable
25% by year, from the
date of the Grant
25% by year, from the
date of the Grant
25% by year, from the
date of the Grant
Deadline for redeeming options 16/04/2017
Grace period for stock transfer -
Quantity of options exercised - 41,466 41,466
Pondered average price within accounting
reference period for each of the following
option groups

Outstanding at the beginning of the
accounting reference period
- R$ 19.77 R$ 20.60
Not redeemed throughout accounting
reference period
-
Redeemed within accounting reference
period
- R$ 20.15 -
Expired within accounting reference period -
Fair option price on grant date
(2)
R$ 2,575,742 - -
Potential dilution in the event of exercise of all
options granted
(3)

0.31% 0.31% 0.31%
1. Total amount of redeemable options less the total amount of redeemable options exercised at the end of the period for the fiscal years ended and
total amount of redeemable options at end of period less the total amount of redeemable options exercised in years previous to the current year.
2. Fair value of R$6.57 per share . Calculation premises available in item 13.9(b).
3. Dilution of outstanding options based on the total shares of the Company's capital at the end of fiscal year, except for the current year that considers
the total shares of the Company's capital at beginning of year. At the end of fiscal year 2010, the amount of shares were 125,495,309, at the end of
fiscal year 2011, the amount of shares were 125,656,724 and at the end of fiscal year 2012, the total number of shares was equal to 125,399,430.

Program 1/2012 - Basic 2012 2013
Number of Members of the Board of Executive
Officers
5 5
Grant Date 06/30/2012



167
Number of granted options 38,462 -
Number of non-redeemable options 38,462 28,847
Number of redeemable options
(

)
- 9,616
Deadline for options to become redeemable
25% by year, from the date of
the Grant
25% by year, from the date of
the Grant
Deadline for redeeming options 06/30/2018
Grace period for stock transfer
Quantity of options exercised - -
Pondered average price within accounting
reference period for each of the following option
groups

Outstanding at the beginning of the
accounting reference period
- R$ 5.74
Not redeemed throughout accounting
reference period

Redeemed within accounting reference period - -
Expired within accounting reference period
Fair option price on grant date
(2)
R$ 815,394
Potential dilution in the event of exercise of all
options granted
(3)

0.03% 0.03%
1. Total amount of redeemable options less the total amount of redeemable options exercised at the end of the period for the fiscal years ended and
total amount of redeemable options at end of period less the total amount of redeemable options exercised in years previous to the current year.
2. Fair value of R$21.20 per share . Calculation premises available in item 13.9(b).
3. Dilution of outstanding options based on the total shares of the Company's capital at the end of fiscal year, except for the current year that considers
the total shares of the Company's capital at beginning of year. At the end of fiscal year 2012, the total number of shares was equal to 125,399,430.

Program 1/2012 - Discretionary 2012 2013
Number of Members of the Board of Executive
Officers
5 5
Grant Date 06/30/2012
Number of granted options 194,000 -
Number of non-redeemable options 194,000 145,500
Number of redeemable options
(

)
- 48,500
Deadline for options to become redeemable
25% by year, from the year
after the date of the Grant
25% by year, from the year
after the date of the Grant
Deadline for redeeming options 06/30/2018
Grace period for stock transfer
Quantity of options exercised - -
Pondered average price within accounting
reference period for each of the following option
groups

Outstanding at the beginning of the
accounting reference period
- R$ 19.57
Not redeemed throughout accounting
reference period

Redeemed within accounting reference period - -
Expired within accounting reference period
Fair option price on grant date
(2)
R$ 2.362.920
Potential dilution in the event of exercise of all
options granted
(3)

0,15% 0,15%
1. Total amount of redeemable options less the total amount of redeemable options exercised at the end of the period for the fiscal years ended and
total amount of redeemable options at end of period less the total amount of redeemable options exercised in years previous to the current year.
2. Fair value of R$12.18 per share . Calculation premises available in item 13.9(b).
3. Dilution of outstanding options based on the total shares of the Company's capital at the end of fiscal year, except for the current year that considers
the total shares of the Company's capital at beginning of year. At the end of fiscal year 2012, the total number of shares was equal to 125,399,430.


13.7 With respect to outstanding options for the Board of Directors and the Board of
Executive Officers at the closing of the last accounting reference period
Board of Executive Officers



Fiscal Year ended December 31, 2012
1/2010 Program 1/2011 Program
1/2012
Basic Program
1/2012
Discretionary
Program Total



168
Number of members 5 5 5 5 5
Non-Outstanding options
Number 269,357 294,034 38,462 194,000 795,853
Deadline for options to become
redeemable
134,678 options
become
redeemable every
year until 2013
98,011 options
become
redeemable every
year until 2014
9,616 options
become
redeemable every
year until 2015
48,500 options
become
redeemable every
year until 2015
Until 2015
Deadline for redeeming options 05.31.2016 04.16.2017 05.31.2018 05.31.2018 05.31.2018
Grace period for stock transfer - - - - -
Fair option price on the last day of
the fiscal year
R$5,574,279 R$4,222,701 R$1,050,182 R$3,130,215 R$13,977,377
Outstanding options
Number 18,639 56,546 - - 75,185
Deadline for options to become
redeemable
07.05.2016 04.16.2017 - - 04.16.2017
Deadline for redeeming options - - - - -
Grace period for stock transfer R$12.42 R$20.15 - - R$18.23
Fair option price on the last day of
the fiscal year
R$385,730 R$812,065 - - R$1,197,795
Fair option price on the last day of
the fiscal year
R$5,960,009 R$5,034,766 R$1,050,182 R$3,130,215 R$15,175,172

Board of Directors
Board of Directors has no stock-based compensation.

13.8 With respect to redeemed and delivered options for the Board of Directors and the
Board of Executive Officers, in the past three accounting reference periods

Board of Executive Officers
Redeems Options fiscal year ended in 12/31/2012

2010 Stock
Option

2011 Stock
Option

Total
Number of Members 5 5 5
Redeemable Options
Number of shares 199,467 41,466 240,933
Pondered average price within accounting reference period R$ 12.42 R$ 20.15 R$ 13.75
Total value of the difference between the exercise value and market
value of shares related to options exercised
1

R$ 4,190,802 R$ 550,668 R$ 4,741,470
Shares Granted
Number of granted shares 199,467 41,466 240,933
Pondered average price of acquisition R$ 12.42 R$ 20.15 R$ 13.75
Total value of the difference between the exercise value and market
value of shares related to options exercised
1

R$ 4,190,802 R$ 550,668 R$ 4,741,470
1 Average market price, pondered by volume, in the last trading day of the fiscal year, equals R$ 33.43 at the end of 2012.

Redeems Options fiscal year ended in 12/31/2011

2010/1 Program
Number of Members 2
Redeemable Options
Number of shares 51,251



169
Pondered average price within accounting reference period R$12.05
Total value of the difference between the exercise value and market
value of shares related to options exercised
1

R$281,881
Shares Granted
Number of granted shares 51,251
Pondered average price of acquisition R$12.05
Total value of the difference between the exercise value and market
value of shares related to options exercised
1

R$281,881
1 Average market price, pondered by volume, in the last trading day of the fiscal year, equals R$ 17.55 at the end of 2011.

Redeems Options fiscal year ended in 12/31/2010
Plan Especial CEO
Plan Especial Top
Mills Total
Number of Members 1 3 4
Redeemable Options
Number of shares 119,782 269,726 389,508
Pondered average price within accounting reference period R$2.18 R$2.18 R$2.18
Total value of the difference between the exercise value and market
value of shares related to options exercised
1

R$2,200,395 R$4,954,867 R$7,155,262
Shares Granted
Number of granted shares 119,782 269,726 389,508
Pondered average price of acquisition R$2.18 R$2.18 R$2.18
Total value of the difference between the exercise value and market
value of shares related to options exercised
1

R$2,200,395 R$4,954,867 R$7,155,262
1 Average market price, pondered by volume, in the last trading day of the fiscal year, equals R$ 20.55 at the end of 2010.

Board of Directors
Board of Directors has no stock-based compensation.

13.9 Summary of relevant information aiming at a broader understanding of data
presented under items 13.6 through 13.8 above, as well as an explanation of the pricing
method used for stock and option values

a. Pricing model

The plans granted from 2010 onwards were classified as equity instruments, which the weighted average
fair value of options is determined using the Black-Scholes valuation model using as premises: (a)
weighted average share price, (b) exercise price, (c) expected volatility, (d) dividend yield, (e) expected
option life and (f) annual risk-free interest rate. The equity portion is priced only at the grant date and the
fair value is not remeasured on every reporting date. The portions of equity and debt are appropriated
plan by plan, taking into consideration the respective lock up periods (period in which shares are blocked
for trading), based on management's best estimate as to their end dates.

b. Data and assumptions used in the pricing model

The table below shows the data and assumptions of our pricing model:

Plans granted in 2010

Calculation of fair value 1
st
Grant (05/31/2010) 2
nd
Grant (07/05/2010)
Grant Date
Exercise price R$11.50 R$11.50
Weighted average share price R$11.95 R$14.10
Expected volatility
1
31% 31%



170
Expected option life (days) 1,461 1,461
Dividend yield 1.52% 1.28%
Risk-free interest rate 6.60% 6.37%
Fair value per share at the end of 2010 R$3.86 R$5.49

Exercise price R$11.65 R$11.59
Weighted average share price R$20.55 R$20.55
Expected volatility
1
34.92% 34.92%
Expected option life (days) 1,247 1,282
Dividend yield 1.71% 1.71%
Risk-free interest rate 6.08% 6.08%
Fair value per share at the end of 2011 R$10.49 R$10.56

Exercise price R$12.22 R$12.16
Weighted average share price R$17.55 R$17.55
Expected volatility
1
38.68% 38.68%
Expected option life (days) 882 917
Dividend yield 1.06% 1.06%
Risk-free interest rate 4.81% 4.83%
Fair value per share at the end of 2012 R$7.27 R$7.37

Exercise price R$12.63 R$12.57
Weighted average share price R$33.43 R$33.43
Expected volatility
1
35.92% 35.92%
Expected option life (days) 516 551
Dividend yield 0.70% 0.70%
Risk-free interest rate 1.04% 1.08%
Fair value per share R$20.69 R$20.75
1
Based on the Companys historical EBITDA

Plans granted in 2011

Calculation of fair value 1
st
Grant (04/16/2010)
Grant Date
Exercise price R$19.28
Weighted average share price R$21.08
Expected volatility
1
35.79%
Expected option life (days) 1,461
Dividend yield 1.73%
Risk-free interest rate 6.53%
Fair value per share at the end of 2011 R$6.57

Exercise price R$19.77
Weighted average share price R$17.55
Expected volatility
1
38.68%
Expected option life (days) 1,202
Dividend yield 1.06%
Risk-free interest rate 4.94%
Fair value per share at the end of 2012 R$4.70

Exercise price R$20.60
Weighted average share price R$33.43
Expected volatility
1
35.92%
Expected option life (days) 836
Dividend yield 0.70%
Risk-free interest rate 1.70%
Fair value per share R$14.36
1
Measured by the historical behavior of the value of the stock of the Company

Plans granted in 2012

Calculation of fair value
1/2012
Basic (06/30/2012)
1/2012
Discretionary (06/30/2012)
Grant Date
Exercise price R$5.86 R$19.22



171
Weighted average share price R$27.10 R$27.10
Expected volatility
1
37.41% 37.41%
Expected option life (days) 1,461 1,461
Dividend yield 0.87% 0.87%
Risk-free interest rate 3.92% 3.92%
Fair value per share at the end of 2012 R$21.20 R$12.18

Exercise price R$5.74 R$19.57
Weighted average share price R$33.43 R$33.43
Expected volatility
1
35.92% 35.92%
Expected option life (days) 1,277 1,277
Dividend yield 0.70% 0.70%
Risk-free interest rate 2.15% 2.15%
Fair value per share R$27.30 R$16.14
1
Measured by the historical behavior of the value of the stock of the Company

c. Method used and assumed premises to incorporate the effects from expected early exercise

There was no early exercise.

d. Way of determining the expected volatility

Expected volatility is determined by the volatility of the share price between April 15, 2010, date of initial
public offering of the Company, and the reference date for calculating the fair value.

e. Other characteristics incorporated in the fair value measurement option

There are none.

13.10 Private Pension Funds in force granted to members of the Board of Directors and the
Board of Executive Officers

The Company does not sponsor or pay Private Pension Funds for the members of the Board of Executive
Officers and members of the Fiscal Council.

13.11 Administrators Average Compensation

Compensation Year ended December 31,

2010

2011 2012
(in R$, except when number of members)

Board of Directors
Number of members 7 6.75 7
Highest individual compensation value 179,236 261,336 270,222
Lowest individual compensation value 90,000 180,732 190,251
Average individual compensation value 115,496 192,704 208,057

Board of Executive Officers
Number of members 4.5 5 5
Highest individual compensation value 1,974,725 2,009,980 2,287,911
Lowest individual compensation value 1,067,751 687,584 822,193
Average individual compensation value 1,376,566 1,232,078 1,419,253

Board of Fiscal Council
Number of members - 3 3
Highest individual compensation value N/A 48,000 74,880
Lowest individual compensation value N/A 48,000 74,880
Average individual compensation value N/A 48,000 74,880

_______________________________________________



172
(1) Compensation paid for Executive Officer which occupied the position for the 12 months of the year. In July 2010 the Company hired
Alessandra Eloy Gadelha as Investor Relations Officer.
(2) Not applicable because the fiscal council was installed in April 2011

The Companys Fiscal Council was installed in the Ordinary General Meeting of April 19
th
, 2011, and
became a permanent body in the Ordinary and Extraordinary General Meeting of April 20
th
, 2012.

13.12 Contract agreements, insurance policies or other instruments that might underlie the
compensation or indemnity mechanisms applicable to managers in the occurrence of
dismissal or retirement

Not applicable. The Company has no contract agreements, insurance policies or other instruments that
might underlie the compensation or indemnity mechanisms applicable to managers in the occurrence of
dismissal or retirement.


13.13 With respect to the last three accounting reference periods, disclose the percentage of
total compensation for each board or committee as acknowledged in the Company results
and which applies to members of the Executive Board, of the Board of Executive Officers or
the Fiscal Board, that are somehow connected to direct or indirect affiliates, in compliance
with the accounting rules that govern this matter.

Year ended December 31,
Board or Committee 2010 2011 2012
Board of Directors
20% 16% 13%
Board of Executive Officers
- - -
Fiscal Council
- - -

13.14 With respect to the last three accounting reference periods, disclose the amounts as
acknowledged in the Company results for compensation paid to members of the Executive
Board, of the Board of Executive Officers or the Fiscal Board, grouped by board or committee,
for any purpose other than the function they perform, such as commissions, consulting or
advisory services.

Balance on December 31,
Consulting 2010 2011 2012
(in R$ thousands)
Board of Directors
125.0
0
- -
Board of Executive Officers - - -
Fiscal Council - - -

13.15 Compensation of Executive Officers and Fiscal Council members recognized in the
results of controlling companies, direct or indirect, of companies under common control of
subsidiaries of the issuer

Not Applicable. There were no compensation of Executive Officers and Fiscal Council members recognized
in the results of controlling companies, direct or indirect, of companies under common control of
subsidiaries of the issuer in the fiscal years ended in 2010, 2011 and 2012.

13.16 Other relevant information

There are no additional relevant information than the ones mentioned above.



173







174
























14. HUMAN RESOURCES



175
14.1 Description of the Companys Human Resources, providing the following information
a. the number of employees (total, by groups based on activity and by geographic
location)

The chart below shows the number of our employees in the financial years ended December 2010, 2011
and 2012:

Year ended December 31
2010 2011 2012
Heavy Construction Division 539 534 597
Industrial Services Division 2,997 2,777 2,651
Jahu Residential and Commercial
Construction Division
1

445 687 852
Rental Division 189 294 346
Corporate 189 249 310
Total 4,359 4,541 4,756

In December 31 2012, 2011 and 2010, all employees were allocated in Brazil. The table below indicates
the location of the employees of the Company, considering the divisions and departments to which they
belong, as indicated below:
2012
States Employees

Heavy
Construction
Industrial
Services Jahu Rental Corporate Total
Amazonas - - 27 - - 27
Bahia 45 750 52 20 23 890
Cear - - 38 9 1 48
Distrito Federal 71 - 116 - 9 196
Esprito Santo - 12 26 9 4 51
Gois - - 25 - - 25
Maranho - - 6 4 - 10
Mato Grosso - - 21 - - 21
Minas Gerais 24 - 66 43 7 140
Par - - - 31 - 31
Paran - - 49 14 2 65
Pernambuco 49 654 42 30 17 792
Rio de Janeiro 130 460 120 65 182 957
Rio Grande do Sul 4 338 65 16 5 428
So Paulo 274 437 199 105 60 1,075
Total 597 2,651 852 346 310 4,756

2011
States Employees

Heavy
Construction
Industrial
Services Jahu Rental Corporate Total
Amazonas - - 8 - - 8
Bahia 38 927 48 19 23 1,055
Cear - - 17 6 1 24
Distrito Federal 76 - 89 6 5 176
Esprito Santo - 38 23 9 3 73
Gois - - 24 - - 24
Mato Grosso - - 8 - - 8
Minas Gerais 19 103 59 41 6 228
Par - - - 29 - 29
Paran - - 44 13 - 57



176
2011
States Employees

Heavy
Construction
Industrial
Services Jahu Rental Corporate Total
Pernambuco 36 421 31 24 12 524
Rio de Janeiro 144 416 112 47 159 878
Rio Grande do Sul 1 283 56 11 1 352
So Paulo 220 589 168 89 39 1,105
Total 534
2,777
687 294 249 4,541

2010
States Employees

Heavy
Construction
Industrial
Services Jahu Rental Corporate Total
Bahia 57 1,309 44 31 29 1,470
Distrito Federal 67 - 51 - 3 121
Esprito Santo - - 13 3 1 17
Minas Gerais 17 248 54 42 4 365
Paran - - 36 7 - 43
Pernambuco 1 - - - - 1
Rio Grande do Sul 1 - 37 7 - 45
Rio de Janeiro 161 570 108 39 124 1,002
So Paulo 235 870 102 60 28 1,295
Total 539 2,997 445 189 189 4,359

b. the number of outsourced employees (total, by groups based on activity and by
geographic location)

The Company has outsourced certain activities which are not directly related to its core business, such as
janitorial services, security, transport, meal preparation, and IT support, among others. In addition, the
Company signs short-term employment contracts in accordance with the fluctuation in demand for their
services. In December 31, 2012, 2011 and 2010, the Company had, respectively,91, 172 and 223
outsourced workers, as detailed below:

2012
State
Janitorial
services Security Transport Catering IT Support Total
Rio de Janeiro 18 23 - - 7 48
So Paulo 26 29 - - 4 59
Minas Gerais 5 4 - - 1 10
Esprito Santo 2 4 - - 1 7
Bahia 5 6 20 - 2 33
Cear 3 6 - - 1 10
Pernambuco 4 5 2 - 2 13
Paran 2 4 - - 1 7
Rio Grande do Sul 3 8 1 - - 12
Distrito Federal 5 2 - - 1 8
Gois 2 2 - - - 4
Par - 2 - - - 2
Manaus 1 4 - - - 5
Mato Grosso 1 4 - - - 5
Total 77 103 23 - 20 223

2011
State
Janitorial
services Security Transport Catering IT Support Total
Rio de Janeiro 14 15 3 - 8 40
So Paulo 24 20 - - 5 49
Minas Gerais 5 12 - - 1 18
Esprito Santo 2 4 - - 1 7
Bahia 4 3 - - 2 9
Cear 1 5 - - 1 7



177
2011
State
Janitorial
services Security Transport Catering IT Support Total
Pernambuco 3 2 - - 2 7
Paran - 5 - - 1 6
Rio Grande do Sul - 9 - - - 9
Distrito Federal 10 - - - 1 11
Gois 1 4 - - - 5
Par - - - - - -
Manaus - 4 - - - 4
Total 64 83 3 - 22 172

2010
State
Janitorial
services Security Transport Catering IT Support Total
Rio de Janeiro 10 12 - - 5 27
So Paulo 16 15 - - 4 35
Minas Gerais 2 7 - - 1 10
Esprito Santo - - - - - -
Bahia 1 2 - - 1 4
Cear - - - - - -
Pernambuco - - - - - -
Paran 1 4 - - - 5
Rio Grande do Sul 1 1 - - - 2
Distrito Federal 4 2 - - 1 7
Gois - 1 - - - 1
Par - - - - - -
Total 35 44 - - 12 91

c. employee turnover index

The index of employee turnover (churn) in financial years ending in 2012, 2011 and 2010 was 4.6%,
5.5% and 5.9%, respectively, considering the employees allocated in the Industrial Services division.
The turnover rate of professionals who assemble and disassemble equipment is significantly higher than
the Company average, and reached 6.4% in 2012. This is a consequence of the short-term employment
contracts signed to meet the fluctuation in demand for the Industrial Services division. Excluding this
effect, the turnover rate in 2012, 2011 and 2010 would be 2.5%, 3.6% and 4.3% respectively.
d. company's exposure to labor liabilities and contingencies

See item 4.3.

14.2 Comments about any relevant change that occurred with regard to the figures in the
item 14.1" above.

In 2012, the increase in the Companys workforce is related to the growth of their businesses, especially
due to formation of technical and commercial teams in the new branches, except in the Industrial Services
Division, where there has been a reduction in the workforce.

In 2011, the increase in the Company's workforce is related to the growth of their businesses, mainly in
the Jahu and Rental divisions, especially due to formation of technical and commercial teams in the new
branches.

In 2010, the increase in the Company's workforce is related to the growth of their businesses, especially
the Industrial Services division, which is labor intensive.

14.3 Description of Company employee remuneration policies




178

a. Salary and variable remuneration policy

The Company believes one of its key competitive advantages is the quality of its skilled labor. The
Company has developed, over the years, a human resources development culture based on achievement,
employee participation and transparency. The Company also has profit sharing programs and offer
opportunities for professional development. The Company believes this culture promotes the loyalty,
engagement and enthusiasm of the employees, which leads to a historically low rate of substitution of
skilled labor (turnover) and increases our ability to provide quality services to our customers.

The Companys compensation policy includes the payment of salaries consistent with those in the market.
Additionally, the Company offers the Profit Sharing Program to all its employees.

b. Benefits policy

As a standard policy, the Company offers its employees the following benefits and facilities, which may
change due to contracts executed with its clients:
health insurance with coverage for hospital stays: employees contribute part of the cost of this
benefit (15% to 35%, according to their salary);
group life insurance fully funded by the Company;
dental care fully funded by the employees opting in for this benefit;
essential food baskets partially funded by the Company (50%) for employees who receive up to
six times the minimum wage, and that have not missed a workday or arrived late in the month.
Each of these employees receives one food basket per month. In December 2011 the Company
distributed 4,195 food baskets to our employees;
meal allowance: 10% to 20% of the cost of the benefit is discounted from the employee's
paycheck;
loans to employees under the "Desafogo" Project: the funds should be allocated to specific
purposes and cannot exceed one nominal salary of the employee, limited to the amount of 6
minimum wages;
pharmacy benefit agreement;
lending of a car to the executives, who must bear all maintenance costs of the vehicle (except for
insurance and IPVA property tax); and
stock option plan (only for our directors and executives).
c. Characteristics of compensation plans based on stock options of non-administrator
employees

The Company has two stock option plans that benefit their employees, namely, "Plano Especial Top Mills
and Plano de Opes de Compra de Aes 2010, previously granted purchase options remaining.

The Company has two stock option plans that benefit their employees, namely, "Plano Especial Top Mills
and Plano de Opes de Compra de Aes 2010, previously granted purchase options remaining.

Plano Especial Top Mills



179
a. Groups of beneficiaries
Managers of the Company, provided that they have been in this position since June 2007 or as
otherwise deemed eligible by the Board of Directors.
b. Conditions for the exercise
Virtual stock options were converted into stock options upon the Companys IPO.
c. Exercise price
The price of common shares to be acquired by beneficiaries through the exercise of options was R$1.88
per share, restated by the IPCA, calculated from January 2008 to the date of exercise of the option is
exercised.
d. Exercise terms
The term for exercising the options will expire four years after the IPO, on April 15, 2014.
e. Number of shares in the plan
Up to 782,027 common shares issued by the Company, of which 512,301 are allocated to employees.
So far, options were awarded to the employees which, when exercised, should be converted into 82,416
common shares of the Company.

Plano de Opes de Compras de Aes 2010
At the Extraordinary General Shareholders meeting held on February 8, 2010, the Stock Option Plan for
Shares Issued by the Company was approved called Plano de Opes de Compra de Aes 2010 (Stock
Option Plan - 2010), with amendments approved by the Board of Directors Meeting held on May 31,
2010 and by the Extraordinary General Shareholders meeting held on April 20, 2012. The Board of
Directors approved (i) on March 11
th
, 2010, the Companys Program 1/2010 Stock Options Plan (1/2010
Program); (ii) on March 25
th
, 2011, the Program 1/2011 Stock Options Plan (1/2011 Program); and (iii)
on May 30
th
2012, the Program 1/2012 Stock Options Plan (1/2012 Program).

Groups of beneficiaries
The 2010 Stock Options Plan is managed by the Companys Board of Directors, which considers the
contribution of each beneficiary to achieving the targets designed to create added value, the development
potential of each, and the essential nature of their jobs among other characteristics considered
strategically relevant, elected as beneficiaries of the 2010 Stock Options Plan (i) for the 1/2010 Program,
all the directors (or executives with similar roles) of the Company, and Company managers who have held
their positions in 2009 for more than 6 (six) months; (ii) for the 1/2011 Program, all the directors (or
executives with similar roles) of the Company, and Company managers who have held their positions in
2010 for more than 6 (six) months; and (iii) for the 1/2012 Program, all the directors (or executives with
similar roles) of the Company, and Company managers who have held their positions in 2011 for more
than 6 (six) months.

a. Conditions for the exercise
To receive the stock options in the 1/2010 Program, each beneficiary must use at least of 33% of the
variable portion of their compensation under the Company's Profit Sharing Program, net of taxes, which
were received related to the 2009 financial year, to acquire shares issued by the Company.



180
To receive the stock options in the 1/2011 Program, each beneficiary must use at least of 33% of the
variable portion of their compensation under the Company's Profit Sharing Program, which were received
related to the 2010 financial year, to acquire shares issued by the Company.
To receive the stock options in the 1/2012 Program, each beneficiary must use at least of 33% of the
variable portion of their compensation under the Company's Profit Sharing Program, which were received
related to the 2011 financial year, to acquire shares issued by the Company.
Additionally, the Board of directors approved grants within the 1/2010, 1/2011 and 1/2012 Programs,
independent of the investment in the Companys shares to certain employees of the Company, due to its
performance in the exercise of their jobs.
For as long as the exercise price is not fully paid, the shares acquired through the exercise of the option
under the Plan cannot be sold to third parties, except upon prior authorization from the Board of
Directors, in which case the sale proceeds will be mainly used to settle the beneficiary's debt with the
Company.
Pursuant to the respective Option Agreement, each beneficiary is prohibited to trade their acquired shares
for a period of 5 years, respecting the following rules:
(i) After one year as of the execution of the respective Option Agreement, beneficiaries are free to
trade up to 25% of their acquired shares;
(ii) After one year as of the term defined in item i, beneficiaries are free to trade another 25% of
their acquired shares;
(iii) After one year as of the term defined in item ii, the beneficiary is free to trade another 25% of
the acquired shares; and
(iv) After one year as of the term defined in item iii, each beneficiary is free to trade the remainder
of their acquired shares;
b. Exercise price
Until April 20, 2012, the price of the ordinary shares to be acquired by the beneficiaries, by exercising
their option rights were determined by the Companys Board of Directors or committee based exclusively
on the average share price on the BM&FBOVESPA, weighted by the trading volume in the month or the
two months prior to the granting of the stock option, monetarily adjusted by the inflation index IPCA
(ndice de Preos ao Consumidor Amplo), and deducting the value of dividends and interest on equity
per share paid by the Company as from the stock option date. On April 20, 2012, according to the
resolution of the General Meeting held on that date, the criterion for fixing the exercise price of the
options that have as a counterpart the acquisition of shares by its beneficiary was changed and was
defined as the equity value of the shares on the last day of the subsequent fiscal year. This change does
not affect the options granted prior to that General Meeting and the new criterion does not apply to
options granted that have no counterpart of the acquisition of shares by the beneficiary, which continues
to be applied the criterion of market price, described above.

For the 1/2010 Program, the exercise price of the options will be based on the value of the shares issued
at the Companys Initial Public Offering (R$11.50), monetarily adjusted by the inflation according to the
IPCA, deducting the value of dividends and interest on equity per share paid by the Company as from the
stock option date.
For the 1/2011 Program, the exercise price of the options will be (i) the average share price acquired
according to brokerage invoice sent by the beneficiary to the Board of Directors or Human Resources
Committee of the Company (R$ 19.28), (ii) monetarily adjusted by the inflation according to the IPCA,



181
disclosed by the Brazilian Institute of Geography and Statistics (IBGE), or by another index determined by
the Board of Directors or committee, according to the case, from the date of conclusion of the stock
option agreement until the date the option is exercised, (iii) deducting the value of dividends and interest
on equity per share paid by the Company as from the stock option date.
For the 1/2012 Program, regarding the Basic Grant, the exercise price of the options will be the amount of
the shares net worth in December 31 of the fiscal year immediately after the stock option date of the
Company (R$5.86), monetarily adjusted by the inflation according to the IPCA, or by another index
determined by the Board of Directors or committee, according to the case, from the date of conclusion of
the stock option agreement until the date the option is exercised, deducting the value of dividends and
interest on equity per share paid by the Company as from the stock option date.
For the 1/2012 Program, regarding the Discretionary Grant, the exercise price of the options will be the
average, weighed by the trading volume, of the ordinary shares of the Company in BM&FBOVESPA,
during the fiscal year of 2011 (R$19.22), monetarily adjusted by the inflation according to the IPCA, or by
another index determined by the Board of Directors or committee, according to the case, from the date of
conclusion of the stock option agreement until the date the option is exercised, deducting the value of
dividends and interest on equity per share paid by the Company as from the stock option date.
The options granted under this plan will be subject to vesting periods of up to 72 months for the
conversion of options into shares.
c. Number of shares in the plan
In the 2010/1 Program: Up to 1,475,234 common shares issued by the Company, which 936,520
designated to non-administrators employees. By December, 31, 2011, 142,678 shares were exercised.

In the 2011/1 Program: Up to 1,184,229 common shares issued by the Company, which 792,183
designated to non-administrators employees. By December, 31, 2012, 135,418 shares were exercised.

In the 2012/1 Program: Up to 1,257,467 common shares issued by the Company, which 792,183
designated to non-administrators employees. By December, 31, 2012, no shares were exercised.

14.4 Description of the relationships between the Company and trade unions

At December 31, 2012, approximately 3.4% of the Companys employees were represented by a trade
union, especially the Civil Construction Trade Union and the Commerce Union. The Company has
agreements with each trade union, and renegotiates them every year.
The Company maintains a good relationship with the main trade unions its employees are represented by.
Even so, the Company has had strikes in the Industrial Services Division for past three years in Rio de
Janeiro, Minas Gerais, Esprito Santo Recife, So Paulo and Bahia, triggered by disagreements with the
trade unions regarding the collective bargaining agreements, totaling a downtime of 66 days, and
reaching only part of the workforce. Additionally, the Companys employees were involved in strikes at
clients sites.




182


























15. OWNERSHIP



183
15.1/15.2 Controling Group:

The table below presents the ownerhip structure of company to date, emphasizing the quantity of shares
of capital stock held by direct controlling and administrators on May 5, 2014:
MILLS ESTRUTURAS E SERVIOS DE ENGENHARIA S.A.
Name
Date of last
amendmen
t
Type of
Person
CNPJ/CPF Nationality UF
Participates
in
shareholder
agreement
Controlli
ng
sharehol
der
Quantity of
common
shares
%
Capita
l Stock
Andres Cristian Nacht 12/28/2012 Individual 098.921.337-49 Argentinian Yes Yes 15,595,249 12.2%
Jytte Kjellerup Nacht 12/28/2012 Individual 289.858.347-20 Brazilian Yes Yes 5,354,929 4.2%
Tomas Richard Nacht 12/28/2012 Individual 042.695.577-37 Brazilian Yes Yes 2,156,845 1.7%
Antonia Kjellerup 12/28/2012 Individual 073.165.257-62 Brazilian Yes Yes 2,156,845 1.7%
Pedro Kjellerup Nacht 12/28/2012 Individual 127.276.837-66 Brazilian Yes Yes 2,156,845 1.7%
Francisca Kjellerup Nacht 05/05/2014 Individual 124.175.657-06 Brazilian Yes Yes 1,000 0,0%
Snow Petrel S.L. 7/20/2012 Entity 14.740.333/0001-61 Spanish Yes Yes 17,728,280 13.9%
Capital Group International Inc. 7/15/2013 Entity American No No 6,444,685 5.1%
HSBC Bank Brasil S.A 10/02/2012 Entity 01.701.201/0001-89 Brazilian No No 6,323,300 5.0%
Administrators 05/05/2014 Individual No No 3,101,643 2.4%
Others 05/05/2014 No No 66,470,887 52.1%

SNOW PETREL S.L.
Name
Date of last
amendmen
t
Type of
Person
CNPJ/CPF Nationality UF
Participates
in
shareholder
agreement
Controlli
ng
sharehol
der
Quantity of
common
shares
%
Capita
l Stock
Malachite Limited
3/14/2012 Entity N/A Malta Yes Yes 100%

Malachite Limited
Name
Date of last
amendmen
t
Type of
Person
CNPJ/CPF Nationality UF
Participates
in
shareholder
agreement
Controlli
ng
sharehol
der
Quantity of
common
shares
%
Capita
l Stock
Nicolas Nacht 3/14/2012
Entity
734.150.811-68 Argentino Yes Yes 2,000 40%
Helen Anne Margaret Ahrens 3/14/2012
Entity
Yes Yes 2,000 40%
Outros 3/14/2012
Entity
Yes Yes 1,000 20%

15.3 Description of Share Capital

On April 26, 2013, date of the last meeting:

Number of individual shareholders 780
Number of corporate shareholders 731
Number of institutional investors 28
Date of last General Meeting 4/26/2013

On May, 5, 2014
Number of outstanding shares free float 79,320,502
% free float 62.2



184


15.4 Organization chart of company shareholders with equal to or more than 5% of shares

See item 8.2.

15.5 Shareholder Agreements filed at the headquarters of the Company in which the
controlling entity participates, which regulate the exercise of voting rights or rights to
transfer Company shares:

The Shareholder Agreement signed on July 9, 2007 was terminated because of the public offering of
primary and secondary distribution of shares of the Company.

On February 11 of 2011, the controlling shareholders of Nacht Participaes S.A. (Nacht Participaes)
signed a Shareholders Agreement regulating the exercise of the Company's control, extended on October
30 2012, in May 31 2013, on July 31, 2013 and on October 31, 2013.
On February 28, 2014 a new Shareholders Agreement was celebrated without any change in Mills
corporate control structure. On May 5, 2014, the Shareholders Agreement was ammended, as to include
Francisca Kjellerup Nacht. The Agreements main conditions are described below:
a. Members:
Andres Cristian Nacht, Jytte Kjellerup Nacht, Tomas Richard Nacht, Antonia Kjellerup Nacht, Pedro
Kjellerup Nacht and Francisca Kjellerup Nacht (jointly, Famlia Nacht);

Snow Petrel S.L. (together with the Natch Family, Members, and

Mills Estruturas e Servios de Engenharia S.A.

b. Date: 02.28.2014

c. Term: 3 years

d. Description of the clauses concerning the exercise of voting rights and control power.

- The vote of the parties with respect to general meetings will be done by shareholder Andres
Cristian Nacht, unless any member of the agreement requires a previous meeting, when the
resolution will be set by the majority of votes within the controlling block, subject to veto rights
for specific matters:

o Mergers, splits, incorporations and any other corporate reorganization related to the
Company
o Reduction of the mandatory dividend paid by the Company, if below the 25% over net
earnings, as determined by Law 6.404/76;
o Capital increase or reduction, apart from when the capital increase is the Board of
Directors responsibility;
o Cancelling the register of public company and discontinuing the best practices in
corporate governance as determined by Novo Mercado;
o Request from judicial reorganization or voluntary bankruptcy
o Approval of evaluation reports to be sent to general shareholders meeting approval
o Change in the corporate object of the Company



185
o Change in the minimum or maximum number of members of the Board of Directors, as
stated on the Companys Bylaws, or change in the matters within the Board of Directors
competence;
o Change in the provisions established on the Companys Bylaws related to distribution of
profits, profits reserves and retained earnings.
o Change in the Chapter VII of the Companys Bylaws
o Dissolution, liquidation or suspension of the condition of liquidation of the Company and
accounts approval by the settling participants.

The agreement does not bind the votes of the Board of Directors members or of other bodies of the
Company.

e. Description of the clauses related to the appointment of administrators.

When a previous meeting is not requested, Andres Cristian Nacht will be responsible for appointing all
members of the Companys Board of Directors that the controlling block is allowed to elect.

- In the case a previous meeting is requested for the appointment of the members of the Board of
Directors:

Out of the total number of members of the Board of Directors that the parts, altogether,
can elect on the General Shereholders Meeting, each member of the agreement is
entitled to elect a number of members that is proportional to its stake in the share capital
of the Company (regardless of the shares of shareholders who are not part of the
Shareholders Agreement);
In the case the result of the calculation above is a fraction, the ones superior to 0.5 will
be rounded up to 1.0;
Regardless of the rounding above mentioned, the member of the agreement with the
highest stake will have the right to appoint the majority of members of the Board of
Directors which the controlling group is entitled to elect.

- Whenever the Chairman is appointed by the members of the controlling group or by the Board of
Directors, the appointment will be under Andres Cristian Nachts responsibility.

- The rules abovementioned shall apply mutatis mutandis to the the Fiscal Council,

- The Shareholders Agreement does not contain prepositions related to the appointment of the
Board of Officers members.

f. Description of the clauses concerning the transfer of shares and the preference for buying them.

- The Shareholders Agreement states that the shares of its members can not be sold (lock-up)
during its term.

- As an exception from the general lock-up rule, each member of the Agreement can sell, during its
term, up to 10% of its shares (Released Shares).

- In the case Released Shares are being sold by one member, the other members shall have the
preemptive right to acquire the shares for the price asked by the selling member.




186
- In the case the non selling shareholders do not acquire Released Shares using their preemptive
rights, the selling shareholders may sell them on the stock exchange at a price which is not less
than that offered to non selling members of the Agreement.

g. Description of the clauses restricting or binding the voting rights of members of the board. See
item d. There are no prepositions concerning the transfer of shares and the preference for buying them.


15.6 Significant Changes in the shareholdings of Members of the Control Group and
directors of the Company in the last 3 financial years

Increases of Capital of the Company and Staldzene

Shareholders of the Company and Staldzene approved on March 12, 2010 an increase in the capital of
both companies worth R$ 323.8 thousand through the issue of 153,690 shares by the Company and
24,809,032 shares of Staldzene Empreendimentos e Participaes S.A. (Staldzene). The increase was
approved due to the exercise of options to purchase shares granted under the "Special Plan ex-CEO". The
increase in the share capital of the company was fully subscribed by Staldzene, while the increase in the
share capital of Staldzene was fully subscribed by the recipient of the "Special Plan ex-CEO".

Corporate rearrangements involving Staldzene and Nacht Participaes

On March 18, 2010, Staldzenes shareholders, the Companys controlling shareholder, ratified the
reduction of the share capital of that Company, which was approved at the Extraordinary General Meeting
held on December 4, 2009. The reduction was of R$13.3 million, with the distribution of 6,307,457 shares
of the Company to Staldzenes shareholders, disproportionately distributed to the participation held by
those shareholders.

Also on March 18, 2010 shareholders of Nacht Participaes S.A. (Nacht Participaes), controlling
shareholder of Staldzene, ratified the reduction of the share capital of that Company approved at the
Extraordinary General Meeting held on December 4, 2009. The reduction was of R$13.3 million, with the
distribution of 6,307,457 shares of the Company to Nachts shareholders, disproportionately distributed to
the participation held by those shareholders.

On September 30, 2010, Staldzene had its share capital decreased after capitalizing intermediate profits
and part of the legal reserve. The share capital reduction occured by transferring a certain quantity of Mills
shares, which are currently owned by Staldzene, to Staldzenes shareholders. Staldzene participation in the
Companys total and voting capital was reduced in 6.7%, from 46.0% to 39.3%.

On November 30, 2010, Staldzene was extinguished due to a corporate restructuring. Nacht merged
Staldzene, succeeding it in all its rights and obligations. As a result, Nacht becomes Mills direct controlling
shareholder with 39.3% of the total and voting capital stock.

In February 2011, Nacht Participaes reduced its capital stock through the delivery of shares issued by
the Company currently held by Nacht to some of its shareholders, the transaction was completed on April
18, 2011. In order to regulate the right to vote and the transfer of shares of Nacht Participaes and the
Company, the shareholders of Nacht Participaes celebrated a Shareholders Agreement, on February 11,
2011, date prior to its capital reduction and thus including all of its former shareholders. The capital
reduction and the execution of the Shareholders Agreement have not led to any change in management
structure or in control of the company, which continues to be owned by the Familia Nacht (Nacht Family),
in the same proportion of 39% detained earlier. Additionally, this operation did not involve change in
number of shares or in the value of total capital of the Company.



187

The company, in December 28, 2012, was notified by Nacht Participaes S.A. about the effectiveness of
its capital stock reduction, with the delivery of the totality of its previously held shares issued by Mills to
its shareholders, following the correspondence sent by Nacht Participaes in October 30, 2012, which
informed of such capital reduction approval.

According to that notices terms, with the effectiveness of the aforementioned capital stock reduction,
after the 60-day statutory period provided by article 174 of Law 6,404, of December 15, 1976, as
amended, all 27,421,713 (twenty-seven million, four hundred and twenty-one thousand, seven hundred
and thirteen) shares issued by Mills and previously held by Nacht Participaes were transferred to its
shareholders, proportionally to their respective participations in Mills capital stock.

Still within the notices terms, neither the capital reduction nor the related transfer of the shares issued by
Mills resulted in any change of Mills corporate control, which, before the capital reduction, was formerly
exercised jointly by Nacht Participaes, its shareholders and Snow Petrel S.L., and, after the capital
reduction, will be exercised by Nacht Participaes shareholders jointly with Snow Petrel S.L.. Such shares
remain encumbered and subject to the terms of the "Shareholders Agreement of Nacht Participaes
S.A.", executed on February 11, 2011, as amended, which also applies to Mills.

Liquidation of Jeroboam Investments LLC

The Company was informed, on March 14, 2012, by Snow Petrel S.L., a company headquartered in
Barcelona, Spain, at Calle Johann Sebastian Bach 20, 3rd floor, and registered with the CNPJ/MF under
n. 14.740.333/0001-61 (Snow Petrel), of the transfer of all common shares, book-entry shares, with no
par value issued by Mills held by Jeroboam Investments LLC (Jeroboam) for Snow Petrel, due to the
dissolution and consequent extinction of its wholly owned subsidiary Jeroboam. Therefore, Snow Petrel
came to hold 19,233,281 (nineteen million, two hundred thirty-three thousand, two hundred eighty-one)
shares of Mills, representing 15.3% of its capital stock.
Snow Petrel also reported that: (a) it does not hold, directly or indirectly, including through a person
connected to it, other shares issued by the Company, subscription warrants or convertible debentures,
subscription rights or an option to purchase shares issued by the Company; (b) due to the transfer of the
shares, Snow Petrel will succeed Jeroboam as a party to the Nacht Participaes S.A. Shareholders
Agreement executed on February 11, 2011; (c) Snow Petrel, as was Jeroboam until its extinction, is
controlled by Sr. Nicolas Nacht; (d) Snow Petrel intends to continue to hold shared control of the
Company, this being the main objective of its participation; and (e) since all of the capital of Jeroboam
was already held by Snow Petrel, the transfer discussed in this notice does not impact, in any way, control
of the Company.

Primary offering and secondary distribution of shares

The Company with some of its shareholders promoted primary public offering of 37,037,037 shares issued
by the Company and secondary public offering of 14,814,815 shares held by selling shareholders. The
Offer Shares have been traded on the Novo Mercado segment of BM&FBOVESPA since April 16, 2010.

On May 14, 2010, the leading coordinator of the public offer fully exercised the option of placing
additional 7,777,777 common shares owned by certain selling shareholders. The shares subject to such
allotment will be traded on the Novo Mercado segment of BM&FBOVESPA on May 19, 2010. There was no
increase in the capital of the Company due to the exercise of the over-allotment option.

15.7 Other information which the Company deems relevant

On February 14, 2014, was approved, in the Board of Directors Meeting, the increase of the Companys
capital stock, as follows: (i) issuance of 1,820 new common stocks, totalizing on the amount of R$



188
23,951.20 due to the exercise of stock option, according to the Companys Stock Option Plan, archived in
the Companys headquarters (Programa de Outorga de Opes 1/2010); (ii) issuance of 3,890 new
common stocks, totalizing on the amount of R$ 84,568.60 due to the exercise of stock option, according
to the Companys Stock Option Plan, archived in the Companys headquarters (Programa de Outorga de
Opes 1/2011); (iii) issuance of 2,800 new common stocks, totalizing on the amount of R$ 57,680.00
due to the exercise of stock option, according to the Companys Stock Option Plan, archived in the
Companys headquarters (Programa de Outorga de Opes 1/2012).

On February 5, 2014, was approved, in the Board of Directors Meeting, the increase of the Companys
capital stock, as follows: (i) issuance of 50,174 new common stocks, totalizing on the amount of R$
658,784.62 due to the exercise of stock option, according to the Companys Stock Option Plan, archived in
the Companys headquarters (Programa de Outorga de Opes 1/2010); (ii) issuance of 13,825 new
common stocks, totalizing on the amount of R$ 300,002.50 due to the exercise of stock option, according
to the Companys Stock Option Plan, archived in the Companys headquarters (Programa de Outorga de
Opes 1/2011); (iii) issuance of 3,554 new common stocks, totalizing on the amount of R$ 20,648.74
due to the exercise of stock option, according to the Companys Stock Option Plan, archived in the
Companys headquarters (Programa de Outorga de Opes 1/2012); (iv) issuance of 11,250 new
common stocks, totalizing on the amount of R$ 231,300.00 due to the exercise of stock option, according
to the Companys Stock Option Plan, archived in the Companys headquarters (Programa de Outorga de
Opes 1/2012); (v) issuance of 7,710 new common stocks, totalizing on the amount of R$ 52,273.80
due to the exercise of stock option, according to the Companys Stock Option Plan, archived in the
Companys headquarters (Programa de Outorga de Opes 1/2013).

On January 10, 2014, was approved, in the Board of Directors Meeting, the increase of the Companys
capital stock, as follows: (i) issuance of 6 new common stocks, totalizing on the amount of R$ 78.12 due
to the exercise of stock option, according to the Companys Stock Option Plan, archived in the Companys
headquarters (Programa de Outorga de Opes 1/2010); (ii) issuance of 5,772 new common stocks,
totalizing on the amount of R$ 124,155.72 due to the exercise of stock option, according to the
Companys Stock Option Plan, archived in the Companys headquarters (Programa de Outorga de Opes
1/2011); (iii) issuance of 711 new common stocks, totalizing on the amount of R$ 4,095.36 due to the
exercise of stock option, according to the Companys Stock Option Plan, archived in the Companys
headquarters (Programa de Outorga de Opes 1/2012); (iv) issuance of 3,000 new common stocks,
totalizing on the amount of R$ 61,170.00 due to the exercise of stock option, according to the Companys
Stock Option Plan, archived in the Companys headquarters (Programa de Outorga de Opes 1/2012).

On November 14, 2013, was approved, in the Board of Directors Meeting, the increase of the Companys
capital stock, as follows: (i) issuance of 19,086 new common stocks, totalizing on the amount of R$
248,118.00 due to the exercise of stock option, according to the Companys Stock Option Plan, archived in
the Companys headquarters (Programa de Outorga de Opes 1/2010); (ii) issuance of 17,231 new
common stocks, totalizing on the amount of R$ 368,743.40 due to the exercise of stock option, according
to the Companys Stock Option Plan, archived in the Companys headquarters (Programa de Outorga de
Opes 1/2011); (iii) issuance of 1,780 new common stocks, totalizing on the amount of R$ 10,377.40
due to the exercise of stock option, according to the Companys Stock Option Plan, archived in the
Companys headquarters (Programa de Outorga de Opes 1/2012); (iv) issuance of 27,600 new
common stocks, totalizing on the amount of R$ 559,728.00 due to the exercise of stock option, according
to the Companys Stock Option Plan, archived in the Companys headquarters (Programa de Outorga de
Opes 1/2012).

On November 1, 2013, was approved, in the Board of Directors Meeting, the increase of the Companys
capital stock, totalizing on the amount of R$109,892.16 due to the exercise of stock option, according to
the Companys Stock Option Plan, archived in the Companys headquarters (Programa de Outorga de
Opes 1/2011). There was issuance of 5,152 new common stocks.




189
On November 1, 2013, was also approved, in the Board of Directors Meeting, the increase of the
Companys capital stock, totalizing on the amount of R$19,117.35 due to the exercise of stock option,
according to the Companys Stock Option Plan, archived in the Companys headquarters (Programa de
Outorga de Opes 1/2012). There was issuance of 945 new common stocks.

On August 15, 2013, was also approved, in the Board of Directors Meeting, the increase of the
Companys capital stock, totalizing on the amount of R$1,180,587.20 due to the exercise of stock option,
according to the Companys Stock Option Plan, archived in the Companys headquarters (Programa de
Outorga de Opes 1/2011). There was issuance of 55,952 new common stocks.

On August 15, 2013, was also approved, in the Board of Directors Meeting, the increase of the
Companys capital stock, totalizing on the amount of R$41,029.52 due to the exercise of stock option,
according to the Companys Stock Option Plan, archived in the Companys headquarters (Programa de
Outorga de Opes 1/2012). There was issuance of 7,148 new common stocks.

On August 15, 2013, was also approved, in the Board of Directors Meeting, the increase of the
Companys capital stock, totalizing on the amount of R$586,700.00 due to the exercise of stock option,
according to the Companys Stock Option Plan, archived in the Companys headquarters (Programa de
Outorga de Opes 1/2012). There was issuance of 29,335 new common stocks.

On May 22, 2013, was approved, in the Board of Directors Meeting, the increase of the Companys capital
stock, totalizing on the amount of R$39,555.60 due to the exercise of stock option, according to the
Companys Stock Option Plan, archived in the Companys headquarters (Plano Especial TopMills). There
was issuance of 15,512 new common stocks.

On May 9, 2013, was approved, in the Board of Directors Meeting, the increase of the Companys capital
stock, totalizing on the amount of R$ 2,973,204.90 due to the exercise of stock option, according to the
Companys Stock Option Plan, archived in the Companys headquarters (Programa de Outorga de Opes
1/2010). There was issuance of 230,481 new common stocks.

On May 9, 2013, was also approved, in the Board of Directors Meeting, the increase of the Companys
capital stock, totalizing on the amount of R$ 2,919,849.05 due to the exercise of stock option, according
to the Companys Stock Option Plan, archived in the Companys headquarters (Programa de Outorga de
Opes 1/2011). There was issuance of 138,185 new common stocks.

On May 9, 2013, was also approved, in the Board of Directors Meeting, the increase of the Companys
capital stock, totalizing on the amount of R$ 143,307.36 due to the exercise of stock option, according to
the Companys Stock Option Plan, archived in the Companys headquarters (Programa de Outorga de
Opes 1/2012). There was issuance of 24,372 new common stocks.

On May 9, 2013, was also approved, in the Board of Directors Meeting, the increase of the Companys
capital stock, totalizing on the amount of R$ 3,072,963.25 due to the exercise of stock option, according
to the Companys Stock Option Plan, archived in the Companys headquarters (Programa de Outorga de
Opes 1/2012). There was issuance of 153,265 new common stocks.

The amount of shares in circulation mentioned in 15.3 already has the modifications described above,
according to orientation from the Ofcio Circular/CVM/SEP/n007/2011.





190






























16. TRANSACTIONS WITH RELATED PARTIES



191
16.1 Rules, Policies and Practices for Transactions with Related Parties.

The business and transactions with related parties of the Company are always performed by observing
price and usual market conditions and they do not generate any benefit or detriment to the Company or
any other party.

Under the Companys bylaws, the Board must approve any transaction with any of the Company's
shareholders.

As of December 31, 2012, the Company did not hold any consulting services contracts with members from
the Board of Directors. There has not been any loans between the Company and its administrators during
the fiscal year of 2012.

16.2 Information on Transactions with Related Parties


Name of
related
party
Relationship
with the
Company
Date of
Transaction
Purpose
of the
contract
Amount
(R$
thousand
Oustanding on
December 31 of
2012
Amount of
related
party(R$
thousand)
Guaranties
and
insurance
Duration
(months)
Conditions
of
termination
or
expiration Loan and Debts

Purpose
and
reason
Interest
rate
Elio Demier Board of Directors
Member
10/1/2009 Consulting
- IPO
175,000 - 175,000 - 7 04/30/2010 - -

16.3 Measures Taken to Address the Conflict of Interest

The Company adopts corporate governance practices and those recommended and/or required by
applicable regulations including those set out in Novo Mercado regulations. The Board of Directors must
approve the policies and make necessary arrangements for directors and shareholders to not be involved
in conflict of interest situations. Additionally, pursuant to the Companys by-laws, the Board of Directors
must approve any transaction with any of the Company's shareholders.

The transactions described in Item 16.2 above were conducted by administrator who had no conflict of
interest with the Company, as it was evidenced by the instruments that guided these operations.



192



























17. SHARE CAPITAL



193
17.1 Information about the share capital

Type of Capital: Authorized Capital
Date of approval: 04/20/2012
Capital R$: -
Quantity of common shares: 200,000,000
Total quantity of shares: 200,000,000

Type of Capital: Issued Capital
Date of approval: 02/14/2014
Capital R$: R$ 554,849,848.09
Quantity of common shares: 127,490,508
Total quantity of shares: 127,490,508

Type of Capital: Subscribed Capital
Date of approval: 02/14/2014
Capital R$: R$ 554,849,848.09
Quantity of common shares: 127,490,508
Total quantity of shares: 127,490,508

Type of Capital: Paid-up Capital
Date of approval: 02/14/2014
Capital R$: R$ 554,849,848.09
Quantity of common shares: 127,490,508
Total quantity of shares: 127,490,508

17.2 Regarding the increase of Capital

Resolution
Date
Corporate
Body that
ruled the
increase Issue Date
Total amount of
the increase
Type of
Increase
Shares
issued
Subscription
/ previous
capital
Issue
price
Rate
Unit
Criteria used to
determine the issue
price
Form of
Payment
3/12/2010
General
Meeting
- R$16,200,604.68
Without
Share
Issuance
- - - R$ Unit - -
3/12/2010
General
Meeting
3/12/2010 R$323,828.12
Private
Subscription
153,690 0.3998 R$2.11 R$ Unit
The issue price was
determined based on the
equity value of the
Companys shares.
Cash
4/14/2010
Board of
Directors
4/14/2010 R$425,925,926.00
Public
Subscription
37,037,037 436.7241 R$11.50 R$ Unit
The issue price was
determined based on the
gathering of investment
intentions conducted by
the issuance coordinators
and related companies
together with institucional
investors (bookbuilding
procedures)
Cash
11/30/2010
Board of
Directors
11/30/2010 R$ 1,670,424.84
Private
Subscription
884,005 0.3191 R$1.89 R$ Unit
Regards the average
issue price. Values
related to the Companys
stock option plans
(Special Plan Top Mills,
Special CEO Plan, Special
Rental - Director Plan,
Special Rental - Manager
Plan).
Cash
7/27/2011
Board of
Directors
7/27/2011 R$1,548,424.09
Private
Subscription
128,287 0.2949
R$
12.07
R$ Unit
The price is based on the
issue price of Mills shares
during the IPO, adjusted
monetarily by the IPCA,
as from the option
contract date
(05/31/2011), deducted
from the dividend and
interest on capital values
Cash



194
per share paid by Mills,
until the fiscal date (July
2011).
9/23/2011
Board of
Directors
9/23/2011 R$110,495.40
Private
Subscription
48,028 0.0210 R$ 2.30 R$ Unit
The price is based
according to the
Companys stock option
plan (Special TopMills
Plan, Special Plan)
Cash
9/23/2011
Board of
Directors
9/23/2011 R$14,142.18
Private
Subscription
18,598 0.0027 R$0.76 R$ Unit
The price is based
according to the
Companys stock option
plan (Special TopMills
Plan, Special Plan)
Cash
10/24/2011
Board of
Directors
10/24/2011 R$790,329.68
Private
Subscription
65,642 0.1498
R$
12.04
R$ Unit
The price is based on the
issue price of Mills shares
during the IPO, adjusted
monetarily by the IPCA,
as from the option
contract date
(05/31/2011), deducted
from the dividend and
interest on capital values
per share paid by Mills,
until the fiscal date
(Oct/2011)
Cash
1/24/2012
Board of
Directors
1/24/2012 R$ 398,490.09
Private
Subscription
32,583 0.0755
R$
12.23
R$ Unit
The price is based on the
issue price of Mills shares
during the IPO, adjusted
monetarily by the IPCA,
as from the option
contract date
(05/31/2011), deducted
from the dividend and
interest on capital values
per share paid by Mills,
until the fiscal date
(Jan/2012)
Cash
2/28/2012
Board of
Directors
2/28/2012 R$ 4,227.33
Private
Subscription
339 0.0008
R$
12.47
R$ Unit
The price is based on the
issue price of Mills shares
during the IPO, adjusted
monetarily by the IPCA,
as from the option
contract date
(05/31/2011), deducted
from the dividend and
interest on capital values
per share paid by Mills,
until the fiscal date
(Feb/2012)
Cash
4/2/2012
Board of
Directors
4/2/2012 R$ 112,171.78
Private
Subscription
47,131 0.0212 R$ 2.38 R$ Unit
The price is based on the
Companys stock option
plan corrected monetarily
by the agreedment with
the IPCA, from January
2008 until the option
contract date
Cash
4/24/2012
Board of
Directors
4/24/2012 R$ 4,613,384.16
Private
Subscription
371,448 0.8736
R$
12.42
R$ Unit
The price is based on the
issue price of Mills shares
during the IPO, adjusted
monetarily by the IPCA,
as from the option
contract date
(05/31/2011), deducted
from the dividend and
interest on capital values
per share paid by Mills,
until the fiscal date
(April/2012)
Cash
4/24/2012
Board of
Directors
4/24/2012 R$ 892,862.10
Private
Subscription
44,421 0.1691
R$
20.10
R$ Unit
The exercise price of
options granted under
this programme is equal
to (i) the average price of
shares purchased as
brokerage note sent by
the beneficiary to the
human resources
Cash



195
Department of the
company, (ii) restated
according to the IPCA,
from the date of
7/2/2012
Board of
Directors
7/2/2012 R$ 31,276.80
Private
Subscription
13,032 0.0059 R$2.40 R$ Unit
The price is based
according to the
Companys stock option
plan (Special TopMills
Plan, Special Plan)
Cash
8/9/2012
Board of
Directors
8/9/2012 R$ 886,108.00
Private
Subscription
70,550 0.1660 12.56 R$ Unit
The price is based on the
issue price of Mills shares
during the IPO, adjusted
monetarily by the IPCA,
as from the option
contract date
(05/31/2011), deducted
from the dividend and
interest on capital values
per share paid by Mills,
until the fiscal date
(2010/1 Plan)
Cash
8/9/2012
Board of
Directors
8/9/2012 R$ 20,000.00
Private
Subscription
1,600 0.0037 12.50 R$ Unit
The price is based on the
issue price of Mills shares
during the IPO, adjusted
monetarily by the IPCA,
as from the option
contract date
(05/31/2011), deducted
from the dividend and
interest on capital values
per share paid by Mills,
until the fiscal date
(2010/1 Plan)
Cash
8/9/2012
Board of
Directors
8/9/2012 R$ 1,633,370.82
Private
Subscription
80,422 0.3056 20.31 R$ Unit
The price is based on the
issue price of Mills shares
during the IPO, adjusted
monetarily by the IPCA,
as from the option
contract date
(05/31/2011), deducted
from the dividend and
interest on capital values
per share paid by Mills,
until the fiscal date
(2010/1 Plan)
Cash
11/12/2012
Board of
Directors
11/12/2012 R$ 445,178.37
Private
Subscription
35,529 0.0830% 12.53 R$ Unit
The price is based on the
issue price of Mills shares
during the IPO, adjusted
monetarily by the IPCA,
as from the option
contract date, deducted
from the dividend and
interest on capital values
per share paid by Mills,
until the fiscal date
(2010/1 Plan)
Cash
11/12/2012
Board of
Directors
11/12/2012 R$ 18,660.00
Private
Subscription
1,500 0.0035% 12.44 R$ Unit
The price is based on the
issue price of Mills shares
during the IPO, adjusted
monetarily by the IPCA,
as from the option
contract date, deducted
from the dividend and
interest on capital values
per share paid by Mills,
until the fiscal date
(2010/1 Plan)
Cash
11/12/2012
Board of
Directors
11/12/2012 R$ 982,280.40
Private
Subscription
48,151 0.1830% 20.40 R$ Unit
The exercise price of
options granted under
this programme is equal
to (i) the average price of
shares purchased as
brokerage note sent by
the beneficiary to the
human resources
Department of the
Cash



196
company, (ii) restated
according to the IPCA, as
from the option contract
date, (2011/1 Plan)
2/8/2013
Board of
Directors
2/8/2013 R$ 7,494.00
Private
Subscription
600 0.0014% 12.49 R$ Unit
The price is based on the
issue price of Mills shares
during the IPO, adjusted
monetarily by the IPCA,
as from the option
contract date, deducted
from the dividend and
interest on capital values
per share paid by Mills,
until the fiscal date
(2010/1 Plan)
Cash
2/8/2013
Board of
Directors
2/8/2013 R$ 37,820.00
Private
Subscription
3,050 0.0070% 12.40 R$ Unit
The price is based on the
issue price of Mills shares
during the IPO, adjusted
monetarily by the IPCA,
as from the option
contract date, deducted
from the dividend and
interest on capital values
per share paid by Mills,
until the fiscal date
(2010/1 Plan)
Cash
2/8/2013
Board of
Directors
2/8/2013 R$ 1,819,309.96
Private
Subscription
88,574 0.3384% 20.54 R$ Unit
The exercise price of
options granted under
this programme is equal
to (i) the average price of
shares purchased as
brokerage note sent by
the beneficiary to the
human resources
Department of the
company, (ii) restated
according to the IPCA, as
from the option contract
date, (2011/1 Plan)
Cash
4/10/2013
Board of
Directors
4/10/2013 R$ 169,264.59
Private
Subscription
66,903 0.0314% 2.53 R$ Unit
The price is based
according to the
Companys stock option
plan (Special TopMills
Plan).
Cash
5/9/2013
Board of
Directors
5/9/2013 R$ 2,973,204.90
Private
Subscription
230,481 0.5509% 12.9 R$ Unit
The price is based on the
issue price of Mills shares
during the IPO, adjusted
monetarily by the IPCA,
as from the option
contract date, deducted
from the dividend and
interest on capital values
per share paid by Mills,
until the fiscal date
(2010/1 Plan)

5/9/2013
Board of
Directors
5/9/2013 R$ 2,919,849.05
Private
Subscription
138,185 0.5381% 21.13 R$ Unit
The exercise price of
options granted under
this programme is equal
to (i) the average price of
shares purchased as
brokerage note sent by
the beneficiary to the
human resources
Department of the
company, (ii) restated
according to the IPCA, as
from the option contract
date, (2011/1 Plan)

5/9/2013
Board of
Directors
5/9/2013 R$ 143,307.36
Private
Subscription
24,372 0.0263% 5.88 R$ Unit
The exercise price of
options granted under
this programme is equal
to (i) the value of the
shareholders equity of
the shares on December
31 of the tax year
immediately preceding




197
the date of the award (ii)
restated according to the
IPCA, as from the option
contract date, (2012/1
Plan)
5/9/2013
Board of
Directors
5/9/2013 R$ 3,072,963.25
Private
Subscription
153,265 0.5631% 20.05 R$ Unit
The exercise price of
options granted under
this programme is equal
to (i) the average price of
shares purchased as
brokerage note sent by
the beneficiary to the
human resources
Department of the
company, (ii) restated
according to the IPCA, as
from the option contract
date, (2012/1 Plan)

5/22/2013
Board of
Directors
5/22/2013 R$ 39,555,60
Private
Subscription
15,512 0.0072% 2.55 R$ Unit
The price is based
according to the
Companys stock option
plan (Special TopMills
Plan).
Cash
8/15/2013
Board of
Directors
8/15/2013 R$ 1,298,869.95
Private
Subscription
101,395 0.2367% 12.81 R$ Unit
The price is based on the
issue price of Mills shares
during the IPO, adjusted
monetarily by the IPCA,
as from the option
contract date, deducted
from the dividend and
interest on capital values
per share paid by Mills,
until the fiscal date
(2010/1 Plan)
Cash
8/15/2013
Board of
Directors
8/15/2013 R$ 1,180,587.20
Private
Subscription
55,952 0.2146% 21.10 R$ Unit
The exercise price of
options granted under
this programme is equal
to (i) the average price of
shares purchased as
brokerage note sent by
the beneficiary to the
human resources
Department of the
company, (ii) restated
according to the IPCA, as
from the option contract
date, (2011/1 Plan)
Cash
8/15/2013
Board of
Directors
8/15/2013 R$ 41,029.52
Private
Subscription
7,148 0.0074% 5.74 R$ Unit
The exercise price of
options granted under
this programme is equal
to (i) the value of the
shareholders equity of
the shares on December
31 of the tax year
immediately preceding
the date of the award (ii)
restated according to the
IPCA, as from the option
contract date, (2012/1
Plan)
Cash
8/15/2013
Board of
Directors
8/15/2013 R$ 586,700.00
Private
Subscription
29,335 0.1064% 20.00 R$ Unit
The exercise price of
options granted under
this programme is equal
to (i) the average price of
shares purchased as
brokerage note sent by
the beneficiary to the
human resources
Department of the
company, (ii) restated
according to the IPCA, as
from the option contract
date, (2012/1 Plan)
Cash
11/01/2013
Board of
Directors
11/01/2013 R$ 109,892.16
Private
Subscription
5,152 0.0199% 21.33 R$ Unit
The exercise price of
options granted under
this programme is equal
Cash



198
to (i) the average price of
shares purchased as
brokerage note sent by
the beneficiary to the
human resources
Department of the
company, (ii) restated
according to the IPCA, as
from the option contract
date, (2012/1 Plan)
11/01/2013
Board of
Directors
11/01/2013 R$ 19,117.35
Private
Subscription
945 0.0035% 20.23 R$ Unit
The exercise price of
options granted under
this programme is equal
to (i) the average price of
shares purchased as
brokerage note sent by
the beneficiary to the
human resources
Department of the
company, (ii) restated
according to the IPCA, as
from the option contract
date, (2012/1 Plan)
Cash
11/14/2013
Board of
Directors
11/14/2013
R$ 248,118
.00
Private
Subscription
19,086 0.015% 13.00 R$ Unit
The price is based on the
issue price of Mills shares
during the IPO, adjusted
monetarily by the IPCA,
as from the option
contract date, deducted
from the dividend and
interest on capital values
per share paid by Mills,
until the fiscal date
(2010/1 Plan)
Cash
11/14/2013
Board of
Directors
11/14/2013 R$ 368,743.40
Private
Subscription
17,231 0.014% 21.40 R$ Unit
The exercise price of
options granted under
this programme is equal
to (i) the average price of
shares purchased as
brokerage note sent by
the beneficiary to the
human resources
Department of the
company, (ii) restated
according to the IPCA, as
from the option contract
date, (2011/1 Plan)
Cash
11/14/2013
Board of
Directors
11/14/2013 R$ 10,377.40
Private
Subscription
1,780 0.001% 5.83 R$ Unit
The exercise price of
options granted under
this programme is equal
to (i) the average price of
shares purchased as
brokerage note sent by
the beneficiary to the
human resources
Department of the
company, (ii) restated
according to the IPCA, as
from the option contract
date, (2012/1 Plan)
Cash
11/14/2013
Board of
Directors
11/14/2013 R$ 559,728.00
Private
Subscription
27,600 0.022% 20.28 R$ Unit
The exercise price of
options granted under
this programme is equal
to (i) the average price of
shares purchased as
brokerage note sent by
the beneficiary to the
human resources
Department of the
company, (ii) restated
according to the IPCA, as
from the option contract
date, (2012/1 Plan)
Cash
01/10/2014
Board of
Directors
01/10/2014 R$ 78.12
Private
Subscription
6 0.000005 13.02 R$ Unit
The price is based on the
issue price of Mills shares
during the IPO, adjusted
Cash



199
monetarily by the IPCA,
as from the option
contract date, deducted
from the dividend and
interest on capital values
per share paid by Mills,
until the fiscal date
(2010/1 Plan)
01/10/2014
Board of
Directors
01/10/2014 R$ 124,155.72
Private
Subscription
5,772 0.0045 21.51 R$ Unit
The exercise price of
options granted under
this programme is equal
to (i) the average price of
shares purchased as
brokerage note sent by
the beneficiary to the
human resources
Department of the
company, (ii) restated
according to the IPCA, as
from the option contract
date, (2011/1 Plan)
Cash
01/10/2014
Board of
Directors
01/10/2014 R$ 4,095.36
Private
Subscription
711 0.0006 5.76 R$ Unit
The exercise price of
options granted under
this programme is equal
to (i) the value of the
shareholders equity of
the shares on December
31 of the tax year
immediately preceding
the date of the award (ii)
restated according to the
IPCA, as from the option
contract date, (2012/1
Plan)
Cash
01/10/2014
Board of
Directors
01/10/2014 R$ 61,170.00
Private
Subscription
3,000 0.0024 20.39 R$ Unit
The exercise price of
options granted under
this programme is equal
to (i) the average price of
shares purchased as
brokerage note sent by
the beneficiary to the
human resources
Department of the
company, (ii) restated
according to the IPCA, as
from the option contract
date, (2012/1 Plan)
Cash
02/05/2014
Board of
Directors
02/05/20147 R$ 658,784.62
Private
Subscription
50,174 0.0394 13.13 R$ Unit
The price is based on the
issue price of Mills shares
during the IPO, adjusted
monetarily by the IPCA,
as from the option
contract date, deducted
from the dividend and
interest on capital values
per share paid by Mills,
until the fiscal date
(2010/1 Plan)
Cash
02/05/2014
Board of
Directors
02/05/20147 R$ 300,002.50
Private
Subscription
13,825 0.0109 21.70 R$ Unit
The exercise price of
options granted under
this programme is equal
to (i) the average price of
shares purchased as
brokerage note sent by
the beneficiary to the
human resources
Department of the
company, (ii) restated
according to the IPCA, as
from the option contract
date, (2011/1 Plan)
Cash
02/05/2014
Board of
Directors
02/05/20147 R$ 20,648.74
Private
Subscription
3,554 0.0028 5.81 R$ Unit
The exercise price of
options granted under
this programme is equal
to (i) the value of the
shareholders equity of
Cash



200
the shares on December
31 of the tax year
immediately preceding
the date of the award (ii)
restated according to the
IPCA, as from the option
contract date, (2012/1
Plan)
02/05/2014
Board of
Directors
02/05/20147 R$ 231,300.00
Private
Subscription
11,250 0.0088 20.56 R$ Unit
The exercise price of
options granted under
this programme is equal
to (i) the average price of
shares purchased as
brokerage note sent by
the beneficiary to the
human resources
Department of the
company, (ii) restated
according to the IPCA, as
from the option contract
date, (2012/1 Plan)
Cash
02/05/2014
Board of
Directors
02/05/20147 R$ 52,273.80
Private
Subscription
7,710 0.0061 6.78 R$ Unit
The exercise price of
options granted under
this programme is equal
to (i) the value of the
shareholders equity of
the shares on December
31 of the tax year
immediately preceding
the date of the award (ii)
restated according to the
IPCA, as from the option
contract date, (2013/1
Plan)
Cash
02/14/2014
Board of
Directors
02/14/2014 R$ 23,951.20
Private
Subscription
1,820 0.0014 13.16 R$ Unit
The price is based on the
issue price of Mills shares
during the IPO, adjusted
monetarily by the IPCA,
as from the option
contract date, deducted
from the dividend and
interest on capital values
per share paid by Mills,
until the fiscal date
(2010/1 Plan)
Cash
02/14/2014
Board of
Directors
02/14/2014 R$ 84,568.60
Private
Subscription
3,890 0.0031 21.74 R$ Unit
The exercise price of
options granted under
this programme is equal
to (i) the average price of
shares purchased as
brokerage note sent by
the beneficiary to the
human resources
Department of the
company, (ii) restated
according to the IPCA, as
from the option contract
date, (2011/1 Plan)
Cash
02/14/2014
Board of
Directors
02/14/2014 R$ 57,680.00
Private
Subscription
2,800 0.0022 20.60 R$ Unit
The exercise price of
options granted under
this programme is equal
to (i) the average price of
shares purchased as
brokerage note sent by
the beneficiary to the
human resources
Department of the
company, (ii) restated
according to the IPCA, as
from the option contract
date, (2012/1 Plan)
Cash



201

17.3 Stock splits, reverse splits and bonuses.

Not applicable, as none of these operations occurred.

17.4 Regarding reductions in the Companys share capital

Not applicable, as there wasnt any reductions in the Companys capital in the last three fiscal years.

17.5 Other information that the Company considers relevant

On February 8, 2010, the Companys shareholders approved at the Extraordinary General Meeting the
conversion of all of the Companys class A preferred shares into common shares at a ratio of one new
common share for each class A preferred share converted.

At the Ordinary and Extraordinary General Meeting held on April 19, 2011, it was approved the
amendment of the caput of Article 5 of the Company's Bylaws, to adjust it to the deliberations of the
Board of Directors taken on April 14, 2010 and November 30, 2010, which approved the increase of
capital stock within the limit of authorized capital.

At the Extraordinary General Meeting held on April 20, 2012, it was approved the amendment of the
caput of Article 5 of the Company's Bylaws, to adjust it to the deliberations of the Board of Directors
taken on July 27, 2011, September 23, 2011, October 24, 2011, January 24, 2012 and February 28, 2012,
which approved the increase of capital stock within the limit of authorized capital, passing the relevant
article to henceforth as the following wording

"5
th
Article The capital stock, which is fully subscribed and paid in, is R$ 527,989,915.31 (five hundred
twenty-seven million, nine hundred eighty-nine thousand, nine hundred and fifteen reais and thirty-one
centavos), represented by 125,689,646 (one hundred twenty-five million, six hundred eighty-nine
thousand, six hundred and forty-six) book entry common shares without par value."



202


























18. SECURITIES



203
18.1 Description of the rights of each class and type of share issued

Type of shares: Common

Tag Along: 0.00%

Dividend rights: At each Ordinary Shareholder Meeting, the Board of Directors should make a
recommendation on the allocation of net income for the preceding fiscal year, which will be subject to
approval by the shareholders. The Company's Bylaws provides that an amount equivalent to 25% of the
adjusted net income for the year should be available for the payment of dividends or interest on equity in
any fiscal year. This amount represents the compulsory dividends. If the mandatory dividend exceeds the
realized portion of net income, the excess may be allocated to an unrealized profit reserve. The
calculation of net income and allocations to reserves and the amounts available for distribution are made
based on financial statements prepared pursuant to the Brazilian Corporate Law.

Voting rights: Full

Convertibility to other class or type of share: no

Right to reimbursement of capital: yes

Description of the reimbursement of capital: The Company's statutory provisions follow, in this subject,
the rules established in the Corporate Law Act and applicable legislation.

Restrictions regarding outstanding shares: no

Circumstances where guaranteed rights of said securities may be altered: Under the Brazilian Corporate
Law, the Bylaws, or resolutions adopted by shareholders in General Meetings can restrict the shareholders
from the following rights: (i) Right to profit sharing; (ii) Right to participate in the distribution of any
remaining assets in case of Company liquidation, proportionately to their interest in the capital stock; (iii)
Preemptive rights in the subscription of shares, convertible debentures or subscription rights, except in
certain circumstances provided in the Brazilian Corporate Law; (iv) The right to supervise the
management of corporate businesses, as provided by the Brazilian Corporate Law; (v) The right to vote in
Shareholders General Meeting; (vi) The right to leave the Company, in the cases provided in the Brazilian
Corporate Law. Changes in rights assured by shares other than those listed above (e.g.: change in the
minimum compulsory dividend, change in the reimbursement amount, limitations to the exercise of voting
rights, etc.) may be modified by decisions made in general shareholders meetings, by simple or qualified
majority of the Company's shareholders, depending on the nature of the matter to be resolved.

Other Relevant Characteristics: No further relevant information pertaining to this item 18.

18.2 Statutory regulations which limit the right to vote of relevant shareholders or which
cause them to hold a public offering.

According to Article 32, Chapter 7 of the Companys bylaws, the transfer of shareholding Control of the
Company, directly or indirectly, whether through a single transaction, or through successive transactions,
shall be contracted under a condition precedent or subsequent that the acquiring party shall obligate itself
to make a Public Tender Offer for the remaining shares of the other shareholders of the Company, subject
to the conditions and periods provided for in applicable legislation and the Novo Mercado Rules, such that
they are assured treatment equal to that given to the Selling Controlling Shareholder.
Paragraph 1 The public offering referred to in this article shall also be required: (a) when there is
encumbered assignment of subscription rights or an option to acquire shares or other securities or rights



204
relating to securities convertible into shares, or that give the right to their subscription or acquisition, as
applicable, which comes to result in the sale of Control of the Company, and (b) in the case of a transfer
of control of company(ies) holding the Power of Control of the Company, in which case, the Selling
Controlling Shareholder shall be obliged to declare to the BM&FBOVESPA the value assigned to the
Company in such transaction and provide supporting documentation.

18.3 Description of exceptions and suspensive clauses relative to ownership or
political rights set forth in the bylaws

Not applicable, as there are no exceptions or suspensive clauses relative to ownership or political rights
set forth in the Companys bylaws.

18.4 Information on the volume of trading as well as minimum and maximum values
for securities traded on the stock exchange or the over-the-counter market, in each of the
quarters in the last 3 fiscal years.

Quarter
ended
Securities Type Class Market
Administrative
Authority
Total financial
volume traded
(Reais)
Highest
price
(Reais)
Lowest
price
(Reais)
Factor
price
(Reais)
03/31/2010 Not applicable, as the company did not have securities traded on stock exchange or over-the-counter market in that period.
06/30/2010 Shares Common -
Stock
Exchange
BM&FBOVESPA -
Bolsa de Valores,
Mercadorias e Futuros
205,417,537 13.99 10.10
R$ per
unit
09/30/2010 Shares Common -
Stock
Exchange
BM&FBOVESPA -
Bolsa de Valores,
Mercadorias e Futuros
181,735,768 17.13 13.40
R$ per
unit
12/31/2010 Shares Common -
Stock
Exchange
BM&FBOVESPA -
Bolsa de Valores,
Mercadorias e Futuros
660,681,560 25.30 16.65
R$ per
unit
03/31/2011 Shares Common -
Stock
Exchange
BM&FBOVESPA -
Bolsa de Valores,
Mercadorias e Futuros
389,456,322 23.27 17.13
R$ per
unit
06/30/2011 Shares Common -
Stock
Exchange
BM&FBOVESPA -
Bolsa de Valores,
Mercadorias e Futuros
393,427,101 23.49 18.06
R$ per
unit
09/30/2011 Shares Common -
Stock
Exchange
BM&FBOVESPA -
Bolsa de Valores,
Mercadorias e Futuros
273,785,519 23.77 16.56
R$ per
unit
12/31/2011 Shares Common -
Stock
Exchange
BM&FBOVESPA -
Bolsa de Valores,
Mercadorias e Futuros
337,269,490 18.95 14.49
R$ per
unit
03/31/2012 Shares Common -
Stock
Exchange
BM&FBOVESPA -
Bolsa de Valores,
Mercadorias e Futuros
474,013,331 23.78 16.97
R$ per
unit
06/30/2012 Shares Common -
Stock
Exchange
BM&FBOVESPA -
Bolsa de Valores,
Mercadorias e Futuros
503,547,358 27.60 22.08
R$ per
unit
09/30/2012 Shares Common -
Stock
Exchange
BM&FBOVESPA -
Bolsa de Valores,
Mercadorias e Futuros
708,267,760 30.00 25.25
R$ per
unit
12/31/2012 Shares Common -
Stock
Exchange
BM&FBOVESPA -
Bolsa de Valores,
Mercadorias e Futuros
654,291,178 34.00 28.28
R$ per
unit

18.5 Description of other securities which are not shares



205
Promissory notes of the first issue, issued in a single series, now fully redeemed.

a Identification of securities first issue of commercial papers in a single series already fully redeemed.
b Quantity 30 commercial papers
c Total amount R$30,000,000.00
d
Issue date March 29, 2011
Deadline June 27, 2011
e Restrictions on trading
The Commercial Papers were the object of a public distribution offer with restricted placement
efforts, targeted at qualified investors, as defined in Article 4 of CVM Rule 476, on a firm guarantee
basis.
f Convertibility
Not applicable. The first issue of promissory notes are not convertible into shares issued by the
company.
g Possibility of redemption:
(i) hypotheses of redemption
Each commercial note of first issue was subject to early repayment, in whole, at any time from the
date of issue, at the discretion of the company, provided that its holder is notified within 5 (five)
working days in advance of the date set for the rescue. Additionally, the Company was obliged to
redeem all the notes in advance of the first issue on the date of subscription of the debentures of
the first issue, described below. Therefore, all commercial notes of first issue were fully redeemed on
April 28, 2011, and are no longer in circulation.

(ii) Assumptions and method
of calculating the redemption
value
The amount to be paid by the Company to the holder of each commercial note first issued
corresponded to their nominal value plus the remuneration, calculated pro rata temporis since the
date of issue until the date of effective payment, but without payment of prize or penalty.
h
if debt securities, indicate
where applicable:


(i) maturity date, including
conditions for acceleration
For more information on maturity date, please refer to item 18.10 below.
(ii) interest
The nominal value of each commercial note of first issue was not subject to monetary correction.

On the nominal value of each note were added remuneration interest focused corresponding to the
variation of accumulated 105% (one hundred and five per cent) of the DI rate (Remuneration), from
the date of issue until the date of the effective payment of their commercial note, and followed the
criteria for calculating the Trade Notes formulas and Obligations CETIP21, which is available on the
Web (www.cetip.com.br).

The remuneration was paid in full on the date of early redemption, subject to the terms and
conditions provided for in each commercial note first issued.

In case of payment after the deadline of any amount due in respect of any obligation under the
Commercial Papers, on any and all amounts in arrears would address, without notice, notification or
judicial or extrajudicial, and subject to the Remuneration, calculated pro rata from the date of
default to the date of actual payment, (i) fines of 2% (two percent), and (ii) interest of 1% (one
percent) per month or fraction of a month, calculated pro rata from the date of default until the date
of actual payment .

(iii) guarantee and, if
in the form of collateral,
description of the goods used
as collateral
Not applicable

(iv.) in the absence of a
guarantee, if the credit is
secured or subordinate
The credit represented by each commercial note of first issued were unsecured.

(v) possible
restrictions imposed on the
issuer

See terms of acceleration described in item 18.10 below.
the dividend
distribution

the sale of certain
assets



206

the possibility of
new debt

the issue of new
securities

(vi) the fiduciary agent,
indicating the key terms of
the contract
Not applicable
i
conditions for amendment of
the rights conferred by such
securities
The amendment of any rights conferred by each commercial note first issued depends on approval
of the holder.
j other relevant characteristics None

Promissory notes of the second issue, issued in a single series

a Identification of securities Second issuance of commercial papers in a single series
b Quantity 3 Commercial Notes
c Total amount Total Amount of R$27,000,000.00.
d
Issue date December 7, 2011
Maturity date December 1, 2012
e Restrictions on trading
The commercial notes were the subject of public distribution with restricted placement efforts,
pursuant to CVM Instruction 476, under the firm commitment and, consequently, can only be
traded between qualified investors. The trading restriction period laid down in article 13 of that
90 days after the statement expired date of issue
f Convertibility
Not applicable. The second issue of promissory notes are not convertible into shares issued by
the company.
g Possibility of redemption:
Not applicable. The Company may not redeem the promissory notes in advance.
(i) Possibility of redemption

(ii) Assumptions and method
of calculating the redemption
value
h
if debt securities, indicate
where applicable:


(i) maturity date, including
conditions for acceleration
For more information on maturity date, please refer to item 18.10 below.
(ii) interest
The nominal value of the promissory note will not be updated monetarily.

Over the nominal value of each note there will be remuneration interest of 100% of accumulated
variation of the DI rate plus spread 1.10% per annum from the date of issue until the date of the
effective payment of their commercial note.

The remuneration shall be paid in full by the due date or the date of any anticipated payment.

In case of payment after the deadline of any amount due in respect of any obligation under the
Commercial Papers, on any and all amounts in arrears would address, without notice, notification
or judicial or extrajudicial, and subject to the Remuneration, calculated pro rata from the date of
default to the date of actual payment, (i) fines of 2% (two percent), and (ii) interest of 1% (one
percent) per month or fraction of a month, calculated pro rata from the date of default until the
date of actual payment

(iii) guarantee and, if
in the form of collateral,
description of the goods
used as collateral
Not applicable. The second issue of promissory notes does not have collateral or surety.

(iv) in the absence of a
guarantee, if the credit is
The credit of the promossory note is unsecured.



207
secured or subordinate

v. possible
restrictions imposed on the
issuer
See terms of acceleration described in item 18.10 below.

the dividend
distribution

the sale of certain
assets

the possibility of
new debt

the issue of new
securities

vi the fiduciary agent,
indicating the key terms of
the contract
Not applicable.
i
conditions for
amendment of the rights
conferred by such
securities
Not applicable.
j other relevant characteristics
The amendment of any rights conferred by each commercial note of second issuance depends on
the holders approval.


a Identification of securities Third issuance of commercial papers in a single series
b Quantity 30 Commercial Notes
c Total amount Total Amount of R$30,000,000.00.
d
Issue date April 23, 2012
Maturity date December 3, 2012
e Restrictions on trading
The commercial notes were the subject of public distribution with restricted placement efforts,
pursuant to CVM Instruction 476, under the firm commitment and, consequently, can only be
traded between qualified investors. The trading restriction period laid down in article 13 of that
90 days after the statement expired date of issue
f Convertibility
Not applicable. The second issue of promissory notes are not convertible into shares issued by
the company.
g Possibility of redemption:
Not applicable. The Company may not redeem the promissory notes in advance.
(i) Possibility of redemption

(ii) Assumptions and method
of calculating the redemption
value
h
if debt securities, indicate
where applicable:


(i) maturity date, including
conditions for acceleration
For more information on maturity date, please refer to item 18.10 below.
(ii) interest
The nominal value of the promissory note will not be updated monetarily.

Over the nominal value of each note there will be remuneration interest of 100% of accumulated
variation of the DI rate plus spread 4.9% per annum from the date of issue until the date of the
effective payment of their commercial note.




208
The remuneration shall be paid in full by the due date or the date of any anticipated payment.

In case of payment after the deadline of any amount due in respect of any obligation under the
Commercial Papers, on any and all amounts in arrears would address, without notice, notification
or judicial or extrajudicial, and subject to the Remuneration, calculated pro rata from the date of
default to the date of actual payment, (i) fines of 2% (two percent), and (ii) interest of 1% (one
percent) per month or fraction of a month, calculated pro rata from the date of default until the
date of actual payment

(iii) . guarantee and, if
in the form of collateral,
description of the goods used
as collateral
Not applicable. The second issue of promissory notes does not have collateral or surety.

(iv) in the absence of a
guarantee, if the credit is
secured or subordinate
The credit of the promossory note is unsecured.

(v) possible
restrictions imposed on the
issuer
See terms of acceleration described in item 18.10 below.

the dividend
distribution

the sale of certain
assets

the possibility of
new debt

the issue of new
securities

(vi) the fiduciary agent,
indicating the key terms of
the contract
Not applicable.
i
conditions for amendment
of the rights conferred by
such securities
The amendment of any rights conferred by each note issuance depends on commercial second
holder approval.
j other relevant characteristics None

Non-convertible Unsecured Debentures of First issuance of the Company

Securities Debentures
Identification of securities Non-convertible Unsecured Debentures of First issuance single tranche
Issue date April 18, 2011
Maturity date April 18, 2016
Quantity 27,000
Total amount 270,000,000.00
Restrictions on trading yes
Description of trading
restrictions
The debentures were the subject of public distribution with restricted placement efforts, pursuant to
CVM Instruction 476, under the firm commitment and, consequently, can only be traded between
qualified investors. The trading restriction period laid down in article 13 of that 90 days after the
statement expired date of issue
Convertibility Not applicable
Possibility of redemption Not applicable
Assumptions and method of
calculating the redemption
value
Not applicable



209
h. if debt securities, indicate
where applicable:

Conditions for acceleration For more information on maturity date, please refer to item 18.10 below.
ii. Interest
The face value of the debentures of the first issue will not be monetarily updated.

Interest paid semi-annually will account for 112.5% of the accumulated variation of the interest
rate of CDI.

The remuneration provided above shall be paid every six months from the date of issue, being the
first payment on October 18, 2011, and the last payment of the maturity date, or on the date of
any settlement.

In case of payment after the deadline of any amount due in respect of any obligation under the
Commercial Papers, on any and all amounts in arrears would address, without notice, notification or
judicial or extrajudicial, and subject to the Remuneration, calculated pro rata from the date of
default to the date of actual payment, (i) fines of 2% (two percent), and (ii) interest of 1% (one
percent) per month or fraction of a month, calculated pro rata from the date of default until the
date of actual payment
iii. guarantee and, if in
the form of collateral,
description of the goods used
as collateral
Not applicable. The first issue of debentures does not have collateral or surety.
iv. in the absence of a
guarantee, if the credit is
secured or subordinate
The Debentures will be unsecured, in accordance with Article 58, caput of the Law No. 6,404/76.
v. possible
restrictions imposed on the
issuer
See terms of acceleration described in item 18.10 below.
the dividend
distribution
the sale of certain
assets
the possibility of
new debt
the issue of new
securities
vi. the fiduciary agent,
indicating the key terms of
the contract
For more information on the fiduciary agent, please refer to item 18.10 below.



210
conditions for amendment of
the rights conferred by such
securities
During deliberations of the General Meetings of debenture holders for each of the series, for each
outstanding Debenture one vote will be granted, permitting the establishment of proxy, whether
Debenture holder or not. Except for the provisions below, all deliberations to be taken in the
General Meeting of debenture holders will depend on approval of debenture holders representing at
least 75% of outstanding Debentures.
Not included in the quorum above are: I. quorums expressly provided for in other clauses of the
deed of issue; and II. changes, which should be approved by debenture holders representing at
least 90% of outstanding Debentures: (a) of the provisions of this clause; (b) of the quorums for
approval provided for in the Deed of issue; (c) the remuneration, except as provided in Clause of
the Deed of issuance; (d) any dates for payment of any amounts provided for in the Deed of
issuance; (e) of the term of the Debentures; (f) of the type of Debentures; (g) creation of a
repricing event; (j) of any Event of Default.
other relevant characteristics None

Non-convertible Unsecured Debentures of second issuance of the Company

Securities Debentures
Identification of securities Non-convertible Unsecured Debentures of second issuance first series
Issue date August 15, 2012
Maturity date

1
st
series: August 15, 2017.

Quantity 16,094
Total amount R$ 160,900,000.00
Restrictions on trading Yes
Description of trading
restrictions
The debentures were the subject of public distribution with restricted placement efforts, pursuant to
CVM Instruction 476, under the firm commitment to the placement of 20,000 debentures, and
under the best-efforts placement in relation to the remaining debentures. The debentures can only
be traded between qualified investors and after a 90 days period from the date of subscription or
purchase according to the articles 13 and 15 of CVM Instruction 476, and compliance by the
Company of its obligations under Article 17 of CVM Instruction 476.
Convertibility Not applicable
Possibility of redemption Not applicable
Assumptions and method of
calculating the redemption
value
Not applicable
h. if debt securities, indicate
where applicable:




211
Con
ditions for acceleration
For more information on maturity date, please refer to item 18.10 below.
ii. Interest
The remuneration of each of the First Series Debentures will be as follows:

I. Monetary Adjustment: The nominal value of the debentures of the first issue will not be
monetarily updated.

II. Compensatory Interests: On the nominal value of each of the First Series Debentures will incur
interest corresponding to 100% of the cumulative variation of the DI rate plus surcharge of 0.88%
(eighty-eight per cent) per year.
Notwithstanding the payments due to early redemption of the First Series Debentures and/or
acceleration of the obligations under the Debentures, pursuant to the Deed of Issue, the First Series
Compensation will be paid semiannually from the Issue Date, with the first payment on February
15, 2013 and the last, on the maturity date of the First Series.
iii. guarantee and, if in
the form of collateral,
description of the goods used
as collateral
Not applicable. The second issue of debentures does not have collateral or surety.
iv. in the absence of a
guarantee, if the credit is
secured or subordinate
The Debentures will be unsecured, in accordance with Article 58, caput of the Law No. 6,404/76.
v. possible
restrictions imposed on the
issuer
See terms of acceleration described in item 18.10 below.
the dividend
distribution
the sale of certain
assets
the possibility of
new debt
the issue of new
securities
vi the fiduciary agent,
indicating the key terms of
the contract
Identification: Pentgono S.A. Distribuidora de Ttulos e Valores Mobilirios



212
conditions for amendment of
the rights conferred by such
securities
During deliberations of the General Meetings of first series debenture holders, for each outstanding
Debenture one vote will be granted, permitting the establishment of proxy, whether Debenture
holder or not. Except for the provisions below, all deliberations to be taken in the General Meeting
of debenture holders will depend on approval of debenture holders of the first series representing at
least 75% of outstanding First Series Debentures.

Not included in the quorum above are: (i) quorums expressly provided for in other clauses of the
deed of issue; and (ii) changes, which should be approved by debenture holders of the first series
representing at least 90% of outstanding first series debentures and by debenture holders of the
second series representing at least 90% of outstanding second series debentures, (a) of the
provisions of this clause; (b) of the quorums for approval provided for in the Deed of issue; (c) the
remuneration, except for changes resulting from extinction, limitation and / or non-disclosure of the
DI rate or IPCA, as provided in Clause of the Deed of issuance; (d) any dates for payment of any
amounts provided for in the Deed of issuance; (e) of the term of the Debentures; (f) of the type of
Debentures; (g) creation of a repricing event; (h) the provisions relating to optional early
redemption; (i) the provisions relating to early amortization (j) of any Event of Default.
other relevant characteristics See item 18.10 of this Referecence Form


Securities Debentures
Identification of securities Non-convertible Unsecured Debentures of second issuance second series
Issue date August 15, 2012
Maturity date 2
nd
series: August 15, 2020.
Quantity 10,906
Total amount R$ 109,100,000.00
Restrictions on trading Yes
Description of trading
restrictions
The debentures were the subject of public distribution with restricted placement efforts, pursuant to
CVM Instruction 476, under the firm commitment to the placement of 20,000 debentures, and
under the best-efforts placement in relation to the remaining debentures. The debentures can only
be traded between qualified investors and after a 90 days period from the date of subscription or
purchase according to the articles 13 and 15 of CVM Instruction 476, and compliance by the
Company of its obligations under Article 17 of CVM Instruction 476.
Convertibility Not applicable
Possibility of redemption Not applicable
Assumptions and method of
calculating the redemption
value
Not applicable
h. if debt securities, indicate
where applicable:




213
Con
ditions for acceleration
For more information on maturity date, please refer to item 18.10 below.
ii. Interest
The remuneration of each of the Second Series Debentures will be as follows:
I. Monetary Adjustment: The nomeinal of each Second Series Debentures will be adjusted by the
National Index of Consumer Prices Broad, released by the Brazilian Institute of Geography and
Statistics ("IPCA"), since the Issue Date until the date of actual payment, being the update
incorporated into the Nominal value of each Second Series Debentures automatically ("Second
Series Monetary Adjustment"). Notwithstanding the payments due to early redemption of the
Debentures and/or acceleration of the obligations under the Debentures, pursuant to the Deed of
Issue, the Second Series Monetary Adjustment will be paid on the same dates and the same
amount of amortization of nominal value of each Second Series Debentures, as provided in the
Deed of Issue.
II. Compensatory Interests: On the outstanding amount of the nominal value of each Second Series
Debentures, updated by the Second Series Monetary Adjustment, will incur interest corresponding
to 5.50% per year, on a 252 (two hundred and fifty-two) working days base.
Notwithstanding the payments due to early redemption of the Debentures and/or acceleration of
the obligations under the Debentures, pursuant to the Deed of Issue, the Second Series
Compensation will be paid annually from the Issue Date, with the first payment on August 15, 2013
and the last, on the maturity date of the Second Series.
iii. guarantee and, if in
the form of collateral,
description of the goods used
as collateral
Not applicable. The second issue of debentures does not have collateral or surety.
iv. in the absence of a
guarantee, if the credit is
secured or subordinate
The Debentures will be unsecured, in accordance with Article 58, caput of the Law No. 6,404/76.
v. possible
restrictions imposed on the
issuer
See terms of acceleration described in item 18.10 below.
the dividend
distribution
the sale of certain
assets
the possibility of
new debt
the issue of new



214
securities
vi the fiduciary agent,
indicating the key terms of
the contract
Identification: Pentgono S.A. Distribuidora de Ttulos e Valores Mobilirios
conditions for amendment of
the rights conferred by such
securities
During deliberations of the General Meetings of second series debenture holders, for each
outstanding Debenture one vote will be granted, permitting the establishment of proxy, whether
Debenture holder or not. Except for the provisions below, all deliberations to be taken in the
General Meeting of second series debenture holders will depend on approval of second series
debenture holders representing at least 75% of outstanding second series Debentures.

Not included in the quorum above are: (i) quorums expressly provided in other clauses of the deed
of issue; and (ii) changes, which should be approved by debenture holders of the first series
representing at least 90% of outstanding first series debentures and by second series debenture
holders representing at least 90% of outstanding second series debentures, (a) of the provisions of
this clause; (b) of the quorums for approval provided for in the Deed of issue; (c) the remuneration,
except for changes resulting from extinction, limitation and / or non-disclosure of the DI rate or
IPCA, as provided in Clause of the Deed of issuance; (d) any dates for payment of any amounts
provided for in the Deed of issuance; (e) of the term of the Debentures; (f) of the type of
Debentures; (g) creation of a repricing event; (h) the provisions relating to optional early
redemption; (i) the provisions relating to early amortization (j) of any Event of Default.
other relevant characteristics See item 18.10 of this Referecence Form


18.6 Description of the Brazilian markets where the company's securities are admitted
for trading

Shares

The Companys common shares are traded at the BM&FBOVESPA.

Commercial Paper

The Companys first, second and third issuance of commercial paper, described in table 18.5 of this
Reference Form, were registered for trading in the secondary market, through CETIP21 - Ttulos e Valores
Mobilirios, managed and operated by CETIP, trading being settled through CETIP and electronical
custody of the commercial paper by CETIP. The first issue of commercial papers were already fully
redeemed on April 28, 2011.

Debentures

The debentures issued by the Company, first and second issuance, described at table 18.5 of this
Reference Form, were registered for trading in the seconday market and electronic custody SND Mdulo
Nacional de Debntures, managed and operated by CETIP.

18.7 Description of the securities admitted to trading in foreign markets

Not applicable, as the Company does not have securities admitted to trading in foreign markets.

18.8 Description of the public offerings made by the Company or by third parties, including
controlling companies and subsidiaries, relating to the Companys securities

Primary and Secundary Offering of share distribution

The Company, in conjunction with some shareholders, carried out a public offering of primary distribution
of 37,037,037 shares of common stock issued by the Company and secondary of 14,814,815 shares of



215
common stock held by the selling shareholders. The shares subject matter of the Offering started to be
traded on the segment called Novo Mercado of BM&FBOVESPA on April 16, 2010.

On May 14, 2010, the lead manager of the said public offering exercised in full the option of
supplementary placement of 7,777,777 shares of common stock owned by some of the selling
shareholders. The shares subject matter of the said supplementary batch started to be traded in the
segment called Novo Mercado of BM&FBOVESPA on May 19, 2010. There was no capital increase of the
Company due to the exercise of the option of supplementary shares.

Public offerings of distribution of commercial promissary notes and debentures, with restricted placement
efforts

Promissory notes of first, second and third issue and the debentures of the first issue were subject of
public offerings, with restricted efforts of placement, in accordance with CVM Instruction No. 476, of
January 16, 2009, intended exclusively for qualified investors. The promissory notes of first issuance were
settled on April 28, 2011. All relevant characteristics of these securities are described in section 18.5 of
this Reference Form.

18.9 Description of takeover bids made by Company for shares issued by third parties

Not applicable, as the Company did not make takeover bids for shares issued by third parties.

18.10 Other information which the Company deems relevant

a
Identification of securities first issue of commercial papers in a single series already fully redeemed.
b
Quantity 30 commercial papers
c
Total amount R$30,000,000.00
d

Issue date March 29, 2011
Deadline June 27, 2011
e
Restrictions on trading
The Commercial Papers were the object of a public distribution offer with restricted placement
efforts, targeted at qualified investors, as defined in Article 4 of CVM Rule 476, on a firm guarantee
basis.
f
Convertibility
Not applicable. The first issue of promissory notes are not convertible into shares issued by the
company.
g
Possibility of redemption:

(i) hypotheses of redemption
Each commercial note of first issue was subject to early repayment, in whole, at any time from the
date of issue, at the discretion of the company, provided that its holder is notified within 5 (five)
working days in advance of the date set for the rescue. Additionally, the Company was obliged to
redeem all the notes in advance of the first issue on the date of subscription of the debentures of
the first issue, described below. Therefore, all commercial notes of first issue were fully redeemed on
April 28, and are no longer in circulation.
(ii) Assumptions and method
of calculating the redemption
value
The amount to be paid by the Company to the holder of each commercial note first issued
corresponded to their nominal value plus the remuneration, calculated pro rata temporis since the
date of issue until the date of effective payment, but without payment of prize or penalty.
h if debt securities, indicate
where applicable:


(i) maturity date, including
conditions for acceleration
Maturing on June 27, 2011. The notes were redeemed when the Company issued debentures, on
April 28, 2011.
Subject to the provisions of the cartouches in Commercial Notes, the holder could declare early
maturity of the obligations under the Commercial Paper, and may demand immediate payment of
the Nominal Amount plus the remuneration, the occurrence of any of the following events, provided
in addition to other cartouches and those provided by law (each event, an "Event of Default"): (i)
declaration of acceleration of any other Commercial Paper; (ii) default by the Company of any
monetary obligation due under the Commercial Paper; (iii) default by the Company of any non-
pecuniary obligation due under the Commercial Paper; (iv) sale, assignment or pledge any form of



216
transfer or promise to transfer to third parties in whole or in part, by the Company of any of the
Obligations, without the prior consent in writing of the Holder; (v) transformation of the Company
into a privately held Company or any other social arrangement; (vi) approval of any corporate
reorganization involving the Company, without the prior consent in writing of the Holder; (vii)
change in the Company's Control; (viii) Changing the corporate purpose, unless such change does
not result in changing the company's main activity; (ix) acceleration of any financial obligation of
the Company and/or any Subsidiary of the Company, the value of which, individually or in
aggregate, be less than R$ 5,000,000.; (x) default by the Company due to mandatory early
redemption of subscription and payment of the Debentures, as provided under "Early Redemption"
above, or (xi) the Company does not use the net proceeds of the offering as described under "Use
of Proceeds" in the cartouche.

(ii) interest
The nominal value of each commercial note of first issue was not subject to monetary correction.

On the nominal value of each note were added remuneration interest focused corresponding to the
variation of accumulated 105% (one hundred and five per cent) of the DI rate (Remuneration), from
the date of issue until the date of the effective payment of their commercial note, and followed the
criteria for calculating the Trade Notes formulas and Obligations CETIP21, which is available on the
Web (www.cetip.com.br).

The remuneration was paid in full on the date of early redemption, subject to the terms and
conditions provided for in each commercial note first issued.

In case of payment after the deadline of any amount due in respect of any obligation under the
Commercial Papers, on any and all amounts in arrears would address, without notice, notification or
judicial or extrajudicial, and subject to the Remuneration, calculated pro rata from the date of
default to the date of actual payment, (i) fines of 2% (two percent), and (ii) interest of 1% (one
percent) per month or fraction of a month, calculated pro rata from the date of default until the date
of actual payment .
(iii) guarantee and, if
in the form of collateral,
description of the goods used
as collateral
Not applicable
(iv.) in the absence of a
guarantee, if the credit is
secured or subordinate
The credit represented by each commercial note of first issued were unsecured.
(v) possible
restrictions imposed on the
issuer

See terms of acceleration described above
the dividend
distribution
the sale of certain
assets
the possibility of
new debt
the issue of new
securities
(vi) the fiduciary agent,
indicating the key terms of
the contract
Not applicable
i conditions for amendment of
the rights conferred by such
securities
The amendment of any rights conferred by each commercial note first issued depends on approval
of the holder.
j
other relevant characteristics None


a
Identification of securities Second issuance of commercial papers in a single series
b
Quantity 3 Commercial Notes



217
c
Total amount Total Amount of R$27,000,000.00.
d

Issue date December 7, 2011
Maturity date December 1, 2012
e
Restrictions on trading
The commercial notes were the subject of public distribution with restricted placement efforts,
pursuant to CVM Instruction 476, under the firm commitment and, consequently, can only be
traded between qualified investors. The trading restriction period laid down in article 13 of that
90 days after the statement expired date of issue
f
Convertibility
Not applicable. The second issue of promissory notes are not convertible into shares issued by
the company.
g
Possibility of redemption:
Not applicable. The Company may not redeem the promissory notes in advance.
(i) Possibility of redemption
(ii) Assumptions and method
of calculating the redemption
value
h if debt securities, indicate
where applicable:


(i) maturity date, including
conditions for acceleration
Regular maturity on December 1, 2012, when should be paid the value of the principal and the
remuneration (interest).

Subject to the provisions of the cartouches in Commercial Notes, the holder could declare early
maturity of the obligations under the Commercial Paper, and may demand immediate payment of
the Nominal Amount plus the remuneration, the occurrence of any of the following events,
provided in addition to other cartouches and those provided by law (each event, an "Event of
Default"): (i) declaration of acceleration of any other Commercial Paper; (ii) default by the
Company of any monetary obligation due under the Commercial Paper; (iii) default by the
Company of any non-pecuniary obligation due under the Commercial Paper; (iv) sale, assignment
or pledge any form of transfer or promise to transfer to third parties in whole or in part, by the
Company of any of the Obligations, without the prior consent in writing of the Holder; (v)
transformation of the Company into a privately held Company or any other social arrangement;
(vi) approval of any corporate reorganization involving the Company, without the prior consent in
writing of the Holder; (vii) change in the Company's Control; (viii) Changing the corporate
purpose, unless such change does not result in changing the company's main activity; (ix)
acceleration of any financial obligation of the Company and/or any Subsidiary of the Company,
the value of which, individually or in aggregate, be less than R$ 5,000,000.; (x) default by the
Company due to mandatory early redemption of subscription and payment of the Debentures, as
provided under "Early Redemption" above, or (xi) the Company does not use the net proceeds of
the offering as described under "Use of Proceeds" in the cartouche.

(ii) interest
The nominal value of the promissory note will not be updated monetarily.

Over the nominal value of each note there will be remuneration interest of 100% of accumulated
variation of the DI rate plus spread 1.10% per annum from the date of issue until the date of the
effective payment of their commercial note.

The remuneration shall be paid in full by the due date or the date of any anticipated payment.

In case of payment after the deadline of any amount due in respect of any obligation under the
Commercial Papers, on any and all amounts in arrears would address, without notice, notification
or judicial or extrajudicial, and subject to the Remuneration, calculated pro rata from the date of
default to the date of actual payment, (i) fines of 2% (two percent), and (ii) interest of 1% (one
percent) per month or fraction of a month, calculated pro rata from the date of default until the
date of actual payment
(iii) guarantee and, if
in the form of collateral,
description of the goods
used as collateral
Not applicable. The second issue of promissory notes does not have collateral or surety.
(iv) in the absence of a
guarantee, if the credit is
secured or subordinate
The credit of the promossory note is unsecured.
v. possible
restrictions imposed on the
See accelerated maturity conditions described above.



218
issuer
the dividend
distribution
the sale of certain
assets
the possibility of
new debt
the issue of new
securities
vi the fiduciary agent,
indicating the key terms of
the contract
Not applicable.
i conditions for
amendment of the rights
conferred by such
securities
Not applicable.
j
other relevant characteristics None.


a
Identification of securities Third issuance of commercial papers in a single series
b
Quantity 30 Commercial Notes
c
Total amount Total Amount of R$30,000,000.00.
d

Issue date April 23, 2012
Maturity date December 3, 2012
e
Restrictions on trading
The commercial notes were the subject of public distribution with restricted placement efforts,
pursuant to CVM Instruction 476, under the firm commitment and, consequently, can only be
traded between qualified investors. The trading restriction period laid down in article 13 of that
90 days after the statement expired date of issue
f
Convertibility
Not applicable. The second issue of promissory notes are not convertible into shares issued by
the company.
g
Possibility of redemption:
Not applicable. The Company may not redeem the promissory notes in advance.
(i) Possibility of redemption
(ii) Assumptions and method
of calculating the redemption
value
h if debt securities, indicate
where applicable:


(i) maturity date, including
conditions for acceleration
Regular maturity on December 3, 2012, when should be paid the value of the principal and the
remuneration (interest).

Subject to the provisions of the cartouches in Commercial Notes, the holder could declare early
maturity of the obligations under the Commercial Paper, and may demand immediate payment
of the Nominal Amount plus the remuneration, the occurrence of any of the following events,
provided in addition to other cartouches and those provided by law (each event, an "Event of
Default"): (i) declaration of acceleration of any other Commercial Paper; (ii) default by the
Company of any monetary obligation due under the Commercial Paper; (iii) default by the
Company of any non-pecuniary obligation due under the Commercial Paper; (iv) sale,
assignment or pledge any form of transfer or promise to transfer to third parties in whole or in
part, by the Company of any of the Obligations, without the prior consent in writing of the
Holder; (v) transformation of the Company into a privately held Company or any other social
arrangement; (vi) approval of any corporate reorganization involving the Company, without the
prior consent in writing of the Holder; (vii) change in the Company's Control; (viii) Changing the



219
corporate purpose, unless such change does not result in changing the company's main activity;
(ix) acceleration of any financial obligation of the Company and/or any Subsidiary of the
Company, the value of which, individually or in aggregate, be less than R$ 5,000,000.; (x)
default by the Company due to mandatory early redemption of subscription and payment of the
Debentures, as provided under "Early Redemption" above, or (xi) the Company does not use the
net proceeds of the offering as described under "Use of Proceeds" in the cartouche.

(ii) interest
The nominal value of the promissory note will not be updated monetarily.

Over the nominal value of each note there will be remuneration interest of 100% of accumulated
variation of the DI rate plus spread 4.9% per annum from the date of issue until the date of the
effective payment of their commercial note.

The remuneration shall be paid in full by the due date or the date of any anticipated payment.

In case of payment after the deadline of any amount due in respect of any obligation under the
Commercial Papers, on any and all amounts in arrears would address, without notice, notification
or judicial or extrajudicial, and subject to the Remuneration, calculated pro rata from the date of
default to the date of actual payment, (i) fines of 2% (two percent), and (ii) interest of 1% (one
percent) per month or fraction of a month, calculated pro rata from the date of default until the
date of actual payment
(iii) . guarantee and, if
in the form of collateral,
description of the goods used
as collateral
Not applicable. The second issue of promissory notes does not have collateral or surety.
(iv) in the absence of a
guarantee, if the credit is
secured or subordinate
The credit of the promossory note is unsecured.
(v) possible
restrictions imposed on the
issuer
See accelerated maturity conditions described above.
the dividend
distribution
the sale of certain
assets
the possibility of
new debt
the issue of new
securities
(vi) the fiduciary agent,
indicating the key terms of
the contract
Not applicable.
i conditions for amendment
of the rights conferred by
such securities
The amendment of any rights conferred by each note issuance depends on commercial second
holder approval.
j
other relevant characteristics None

Non-convertible Unsecured Debentures of First issuance of the Company

Securities Debentures
Identification of securities Non-convertible Unsecured Debentures of First issuance single tranche
Issue date April 18, 2011
Maturity date April 18, 2016
Quantity 27,000
Total amount 270,000,000.00
Restrictions on trading yes



220
Description of trading
restrictions
The debentures were the subject of public distribution with restricted placement efforts, pursuant to
CVM Instruction 476, under the firm commitment and, consequently, can only be traded between
qualified investors. The trading restriction period laid down in article 13 of that 90 days after the
statement expired date of issue
Convertibility Not applicable
Possibility of redemption Not applicable
Assumptions and method of
calculating the redemption
value
Not applicable
h. if debt securities, indicate
where applicable:

Con
ditions for acceleration
Maturity date on April 18, 2016.

Payment of the nominal value of each debenture in 3 (three) successive yearly instalments, in the
following order: (i) 2 (two) instalments, each corresponding to matured 33.3333% of nominal value
(without considering any amortisation) of each of the debentures, being the first installment of this
sub-item due in April 18, 2014 and the second installment of this sub-item due in April 18, 2015;
and (ii) 1 (one) installment, in the amount of the outstanding amount, due on the maturity date.

The obligations may be declared mature in advance, if the terms and conditions set forth in the
Deed of Issue are maintained, in the occurrence of any of the events summarized below: I. Default
by non-payment of the Nominal Value, of Remuneration, premium, or any other amounts owed to
the debenture holders; V. assignment or pledge any form of transfer or promise of transfer to third
parties in whole or in part by the Company, any of its obligations under the Deed, without the prior
consent in writing of Debenture Holders representing at least 75% of the outstanding; VI. invalidity,
unenforceability or invalidity of the deed and / or the Distribution Agreement, is not remedied within
10 days from the date of the respective event; VII. (a) bankruptcy of the Company, and /or any of
its subsidiary or controlling Company; (b) voluntary bankruptcy application made by the Company
and / or any of its subsidiary or controlling Company; (c) bankruptcy filing by the Company, and /or
any of its subsidiary or controlling Company, formulated by others, not elided within legal; (d)
petition for judicial or extrajudicial recovery of the Company and /or any of its subsidiary or
controlling Company, regardless of approval of the request; or (e) liquidation, dissolution or
extinction of the Company, and /or any of its subsidiary or controlling Company, unless the
liquidation, dissolution and / or extinction during the course of a corporate transaction which does
not constitute an Event of Default; VIII. changing the company into a limited liability company,
pursuant to articles 220 to 222 of Law No. 6,404/76;IX. approval of incorporation, merger or split of
the company or sale, by the company, of all or substantially all of its assets or its mining properties,
with some exceptions: (a) if the transaction has been approved in advance by the Debenture
Holders representing at least 75% of the outstanding Debentures; or (b) if the Debenture Holders
that wish to do so, be assured that, during the minimum period of six months from the date of
publication of the minutes of corporate acts in the transaction, the redemption of the Debentures
held by them, by paying the outstanding balance of the Nominal Value, plus Remuneration,
calculated pro rata from the Issue Date or the date of payment of compensation immediately
preceding, whichever is applicable until the date of actual paymentse; or (c) by the incorporation of
the Company (so that the Company is the remaining entity), of any Subsidiary; or (d) if the
operation is carried out solely between Subsidiaries; X. capital reduction, except if previously
approved by Debenture Holders representing at least 75% of the outstanding Debentures, pursuant
to Article 174, paragraph 3, of Law No. 6,404/76; XI. change or transfer of control (as defined
under Article 116 of Law No. 6,404/76), direct or indirect, of the Company, from any Controlling
Company and / or any Subsidiary, except if previously approved by Debenture Holders representing
at least 75% of the outstanding Debentures; XV. early maturity of any financial obligation of the
Company and / or any Subsidiary, which amount, individual or aggregate, is equal to or greater
than R$ 5,000,000.00 or its equivalent in other currencies, and/or occurrence of any event or
default of any obligation which, after the expiration of any period provided in their document, or in
other cases, within 10 days from the date of their default, give rise to the declaration of acceleration
any financial obligation of the Company and / or any Subsidiary, which amount, individual or
aggregate, is equal to or greater than R$ 5,000,000.00 or its equivalent in other currencies.
ii. Interest
The face value of the debentures of the first issue will not be monetarily updated.

Interest paid semi-annually will account for 112.5% of the accumulated variation of the interest rate
of CDI.

The remuneration provided above shall be paid every six months from the date of issue, being the
first payment on October 18, 2011, and the last payment of the maturity date, or on the date of any
settlement.



221

In case of payment after the deadline of any amount due in respect of any obligation under the
Commercial Papers, on any and all amounts in arrears would address, without notice, notification or
judicial or extrajudicial, and subject to the Remuneration, calculated pro rata from the date of
default to the date of actual payment, (i) fines of 2% (two percent), and (ii) interest of 1% (one
percent) per month or fraction of a month, calculated pro rata from the date of default until the
date of actual payment
iii. guarantee and, if in
the form of collateral,
description of the goods used
as collateral
Not applicable. The first issue of debentures does not have collateral or surety.
iv. in the absence of a
guarantee, if the credit is
secured or subordinate
The Debentures will be unsecured, in accordance with Article 58, caput of the Law No. 6,404/76.
v. possible
restrictions imposed on the
issuer
See terms of acceleration
the dividend
distribution
the sale of certain
assets
the possibility of
new debt
the issue of new
securities
vi the fiduciary agent,
indicating the key terms of
the contract
PENTGONO S.A. DISTRIBUIDORA DE TTULOS E VALORES MOBILIRIOS

Remuneration: The performance of duties and tasks assigned to compete in accordance with the
law and its deed of issue, the fiduciary agent, or the institution which will replace him in that
capacity, he shall receive a remuneration: (i) R$13,000.00 per year, due from the company, being
the first instalment of remuneration payable within 30 days from the date of conclusion of the deed
of issue, and the other, on the same day of subsequent years; (ii) Additionally, in the event of a
close-out netting of obligations of the company under the debentures of the first emission,
equivalent to R$500.00 per hour-working man devoted to activities related to the issue and the
debentures, to be paid within 5 days from the date of attestation of delivery by the trustee and
approval by the company, of the report, concerning hours of activities (a) advice to debenture
holders in the process of renegotiation required by the company; (b) attendance at formal meetings
with the company eou debentureholders eou general meetings of debenture holders; and (c)
implementation of the decisions taken by the debenture holders (iii) brought out yearly since the
date of payment of the first annual instalment by the change in the general price index-market,
published by Fundao Getlio Vargas, or by any other that eventually is replaced, calculated pro
rata temporis, if necessary; (iv) plus the sales tax of any kind TAXES, contributing to the Social
Integration Programme PIS, Social contribution on net income CSLL, contributing to the
financing of Social Security COFINS and any other taxes that may relate to the remuneration
payable to the trustee, except for tax on income and proceeds of Any Nature GOunder existing
rates for the dates of each payment; (v) due to maturity, redemption or cancellation of debentures
of the first issue, and even after its maturity, redemption or cancellation in the event of actions of
the trustee in charge of any defaults on bonds not remedied by the company, in cases where the
remuneration payable to the trustee shall be calculated in proportion to the months of operation of
the fiduciary agent, based on the value specified in item i, readjusted as the paragraph iii; and (vi)
plus, where lives in your payment, regardless of notice, judicial or extrajudicial notification or
notification, on the valores arrears, (a) fine 2 moratorium; and (b) interest on arrears of 1 month,
calculated pro rata temporis since the date of default until the payment date.
Reimbursement of expenses: the Trustee shall be repaid by the company for all reasonable costs
incurred that have proven to protect the rights and interests of the debenture holders or to perform
their claims within 30 (thirty) days from the delivery of the evidentiary documents accordingly,
provided that, where possible, the costs have been approved in advance by the company, which
shall be deemed to be approved if the company does not appear within 2 (two) working days from
the date of receipt of their request by fiduciary agent.

Obligations. The fiduciary agent, as provided for in the deed of issue, will have the functions laid



222
down in the law and in accordance with the rules and regulations of the Securities and Exchange
Commission, and use of any action to protect rights or defend interests of the debenture holders.

Replacement: In case of absence, temporary impediments, renunciation, intervention, judicial or
extrajudicial settlement, bankruptcy, or any other case of vacancy in the fiduciary agent, the
following rules shall apply: (i) is provided to debenture holders, after the closing of the offer of the
debentures of the first issue, proceed with the replacement of the trustee and the indication of his
replacement, general meeting of debenture holders especially convened for this purpose; (ii) if the
Trustee is unable to continue to perform their duties by supervening circumstances to the deed of
issue, shall immediately communicate the fact to debentureholders, requesting his replacement and
convene a general meeting of debenture holders for this purpose; (iii) if the fiduciary agent,
renounces functions, should remain in the exercise of their duties until a replacement is indicated by
the institution and approved by general meeting of debenture holders, and assume their functions
effectively; (iv) shall be performed, within the maximum period of 30 (thirty) days from the date of
the event that determine, general meeting of debenture holders, for choosing the new fiduciary
agent; (v) replacement, on a permanent basis, the fiduciary agent (a) shall be subject to prior
notification to the CVM and its manifestation on the attendance to the requirements provided for in
article 9 of CVM Instruction No. 28, November 23, 1983, as amended, and (b) shall be subject to
the addition to the deed of issue; payments to the trustee replaced shall be effected in accordance
with the proportionality to the period of effective service delivery; (vi) the trustee will be entitled to
the same salary replacement perceived by the previous, if (a) the company has not agreed with the
new value of the remuneration of the trustee proposed by general meeting of debenture holders, or
(b) the general meeting of debenture holders does not act on the matter; (vii) the fiduciary agent
should substitute, immediately after his appointment, communicate it to the company and to
debentureholders; and (viii) shall apply to cases of substitution of Trustee the norms and precepts
from the Securities and Exchange Commission.
conditions for amendment of
the rights conferred by such
securities
During deliberations of the General Meetings of debenture holders for each of the series, for each
outstanding Debenture one vote will be granted, permitting the establishment of proxy, whether
Debenture holder or not. Except for the provisions below, all deliberations to be taken in the
General Meeting of debenture holders will depend on approval of debenture holders representing at
least 75% of outstanding Debentures.
Not included in the quorum above are: I. quorums expressly provided for in other clauses of the
deed of issue; and II. changes, which should be approved by debenture holders representing at
least 90% of outstanding Debentures: (a) of the provisions of this clause; (b) of the quorums for
approval provided for in the Deed of issue; (c) the remuneration, except as provided in Clause of
the Deed of issuance; (d) any dates for payment of any amounts provided for in the Deed of
issuance; (e) of the term of the Debentures; (f) of the type of Debentures; (g) creation of a
repricing event; (j) of any Event of Default.
other relevant characteristics None

Non-convertible Unsecured Debentures of Second issuance of the Company

Securities Debentures
Identification of securities Non-convertible Unsecured Debentures of second issuance double series
Issue date August 15, 2012
Maturity date

1
st
series: August 15, 2017.

2
nd
series: August 15, 2020.

Quantity 27,000
Total amount R$ 270,000,000.00
Restrictions on trading yes
Description of trading
restrictions
The debentures were subject of public distribution with restricted placement efforts, pursuant to
CVM Instruction 476, under the firm commitment to the placement of 20,000 debentures, and under