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NOTICE TO SHAREHOLDERS

Notice to Shareholders
Capital Increase First Round of Unsubscribed Shares
Mills Estruturas e Servios de Engenharia S.A. (BM&FBOVESPA: MILS3) ("Company")
in continuation of the Notice to Shareholders disclosed on February 10, 2016, as
supplemented on February 22, 2016 ("Notice to Shareholders "), hereby announces to
its Shareholders and the market in general that, on March 15, 2016, ended the period for
exercise of preemptive rights to subscribe the shares issued in the capital increase
approved, within the limit of the authorized capital, by the Board of Directors of the
Company, at its meeting held on February 5, 2016 ("Capital Increase").
During the period of exercise of preemptive rights, 42,912,257 (forty-two million, nine
hundred twelve thousand and two hundred fifty seven) common, nominative shares and
without par value ("Shares") were subscribed, for the issue price of R$2.63 (two reais
and sixty-three cents) per common share, resulting in the total amount of
R$112,859,235.91 (one hundred twelve million, eight hundred fifty nine thousand two
hundred and thirty-five reais and ninety one cents). Considering the maximum number
of shares issued in the Capital Increase, 4,616,260 (four million, six hundred sixteen
thousand and two hundred sixty) shares have not been subscribed in this period.
In addition, within the same term to exercise the preemptive right, subscribers of
42,824,940 (forty-two million, eight hundred twenty-four thousand and nine hundred
forty) shares have requested in their subscription form to subscribe unsubscribed shares.
Therefore, as set out in the Notice to Shareholders, the unsubscribed shares may be
subscribed by these shareholders. The Company hereby informs that the right to
subscribe unsubscribed shares may be exclusively exercised as follows ("1st Round of
Unsubscribed Shares ").
1.
Issue Price per Share
The issue price per share is R$2.63 (two reais and sixty-three cents).
2.
Manner of Payment
The payment of shares subscribed shall be made at sight, in cash, upon subscription, in
Brazilian currency. The shareholders must pay for 100% of the price of the shares upon
subscription.
3.

Number of Shares to be Subscribed

Each subscriber having expressed their interest to subscribe unsubscribed shares will
have the right to subscribe 0.1077937295417110 (10.7793729541711%) shares for each
subscribed share during the period for the exercise of the preemptive rights.

The fractional shares arising from the exercise of the right to subscribe for unsubscribed
shares or allotment of shares will be disregarded.
4.
Right to Subscription and Subscription Period
Shareholders holding shares issued by the Company held in deposit accounts with Ita
Corretora S.A. ("Ita Corretora"), custody agent of the shares issued by the Company,
as well as the shareholders whose shares are deposited at Central Depositary of Asset
of the BM&FBovespa ("Central Depository"), who, in the subscription form concerning
the exercise of the preemptive rights, have expressed interest in the reservation of
unsubscribed shares and who wish to exercise that right, will have the period of 5 (five)
business days, as from the release of these Notice to Shareholders, for the exercise of
the right to subscribe 1st Round of Unsubscribed Shares, beginning on March 22, 2016
(including such date) and ending on March 29, 2016 (including such date).
5.
Transfer of Subscription Rights
Shareholders of shares issued by the Company held in deposit accounts with Ita
Corretora, custody agent of the shares issued by the Company, may assign their
respective preemptive rights of unsubscribed shares upon execution of the assignment
form, available at any specialized branches of Ita Corretora indicated at the end hereof.
6.
Procedure for Subscription of Unsubscribed Shares
Shareholders of shares issued by the Company: (i) registered in the records kept by Ita
Corretora who wish to exercise their right to subscribe unsubscribed shares should go to
any of the specialized branches of Ita Corretora - indicated at the end hereof and
present the same documents listed in item 11 of the Notice to Shareholders; e (ii)
deposited in the Central Depository shall exercise the right to subscribe to unsubscribed
shares in their respective custody officer. On this occasion, they must fill out and sign the
specific subscription form and pay the issue price of the subscribed shares.
Signature of the subscription form will represent manifestation of the subscribers
irrevocable will to acquire the new subscribed shares, generating for the subscriber the
irrevocable obligation of payment at the time of subscription.
In case there are still unsubscribed Shares after the 1 st Round of Unsubscribed Shares,
the shareholders that declared, in the subscription form of the 1st Round of Unsubscribed
Shares, their intention in participating in the second round of unsubscribed shares ("2nd
Round of Unsubscribed Shares") shall have a new term of up to five (5) business days,
as from the date informed in the Notice to Shareholders to be released, to inform the
amount of unsubscribed shares they wish to subscribe at the 2nd Round of Unsubscribed
Shares, that, in this case, may exceed to the minimum number of unsubscribed shares
which each shareholder shall be entitled to at the 2nd Round of Unsubscribed Shares,
in accordance with the declaration of interest to subscribe unsubscribed shares. It is
estimated that the 2st Round Unsubscribed Shares will begin on April 8, 2016, including
such date, and will end on March 14, 2016, including such date.
The minimum number of unsubscribed shares that each shareholder or assignee of the
preemptive rights to subscription shall be entitled to subscribe at the 2nd Round of
Unsubscribed Shares shall be calculated by multiplying the amount of new shares that
remain unsubscribed after the term of the 1st Round of Unsubscribed Shares by the
amount of subscribed Shares by such shareholder or assignee of the preemptive rights
to subscription during the term to exercise the preemptive rights and the term of the 1st
Round of Unsubscribed Shares, dividing the result by the total amount of shares
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subscribed during the term to exercise the preemptive rights and the term of the 1st
Round of Unsubscribed Shares by all the shareholders and assignees of the preemptive
rights to subscription that have declared their interest in the subscription of unsubscribed
shares at the 2nd Round of Unsubscribed Shares during such term.
In case the total number of shares subject to the reservation requests of the unsubscribed
shares at the 2nd Round of Unsubscribed Shares is equal to the amount of unsubscribed
shares available, all of the requests of reservation of the unsubscribed shares shall be
fully answered. In case the total number of shares subject to the requests of
unsubscribed shares at the 2nd Round of Unsubscribed Shares exceeds the number of
unsubscribed shares available, a proportional apportionment among the shareholders
that have requested the reservation of unsubscribed shares in a number that exceeds
the total number of unsubscribed shares they were entitled to shall be calculated in the
last round of unsubscribed shares, and the unsubscribed shares shall be apportioned
proportionally to the number of shares that such shareholders have subscribed at the
exercise of their preemptive rights.
7.
Places Of Service
The shareholders whose shares are deposited at Ita Corretora may exercise the rights
mentioned herein at one of the specialized branches of Ita Unibanco as follows:
Braslia: SCS Quadra 2 - Ed. Palcio do Comrcio Bloco B - loja 9 - Trreo
Belo Horizonte: Av. Joo Pinheiro, 195 Subsolo - Centro
Curitiba: R. Joo Negro, 65 - Sobreloja Centro
Porto Alegre: R. Sete de Setembro, 1.069 3 andar - Centro
Rio de Janeiro: Av. Almirante Barroso, 52- 2 andar - Centro
So Paulo: R. Boa Vista, 176 1 Subsolo - Centro
Salvador: Av. Estados Unidos, 50 - 2 andar Comrcio
For the purposes of this release "business day" shall mean any day, except for Saturday
and Sunday, on which commercial banks are open for conducting its operations
(including exchange transactions and foreign currency deposits) in the cities of So
Paulo and Rio de Janeiro.
Rio de Janeiro, March 18, 2016.

Sergio Kariya
Investors Relations Officer
For further information, please contact the Investors Relations Department of the
Company:
Estrada do Guerengu, n 1381, Taquara,
22713-002 Rio de Janeiro, RJ
Telephone +55 (21) 3924-8768
Facsimile +55 (21) 3924-8793
E-mail ri@mills.com.br

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