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, salas 207 e 208, Barra da Tijuca, CEP 22640-100 Rio de Janeiro - RJ

Management Proposal

Information provided to shareholders pursuant to CVM 481 of December 17, 2009, regarding the Ordinary and Extraordinary Shareholders Meeting Convening Notice, to be held on April 20, 2012, at 4:00 pm, with the following agenda: I. at Ordinary General Shareholders Meeting: (i) appreciation of the Managements Report, the Managements accounts, the Companys Financial Statements along with the independent auditors report and the fiscal councils favourable opinion for the fiscal year ended December 31, 2011; (ii) approval of the capital budget for the 2012 fiscal year; (iii) approval of the Managements Proposal for the destination of net income for the fiscal year ended December 31, 2011; (iv) reelection of the members from the Board of Directors; and (v) establishment of the remuneration of the Companys Senior Management for 2012 fiscal year; and II. at Extraordinary General Shareholders Meeting: (i) to deliberate amending the Companys corporate purposes, with the consequent amendment to article 2 of the bylaws; (ii) to deliberate amending the main clause of article 5 of the bylaws, to conform to the resolutions of the Board of Directors passed on July 27, 2011, September 23, 2011, October 24, 2011, January 24, 2012 and February 28, 2012, which approved increasing capital within the authorized capital limit; (iii) to deliberate amending article 14 of the bylaws to conform to the new redaction of article 146 of Law 6.404 of December 15, 1976, as amended (the Brazilian Corporations Law); (iv) to deliberate creating a permanent Fiscal Council for

the Company, with a consequent amendment to article 28 of the bylaws, and the election of its members; (v) to deliberate amending the redaction of article 1 of the bylaws, to exclude the phrase if installed referring to the Companys Fiscal Council, since, upon approval of the amendment addressed in item "4" of the agenda for the Extraordinary Shareholders Meeting, the Fiscal Council will become a body with permanent functions; (vi) establish the compensation of the members of the Companys Fiscal Council establishment of the remuneration of the Companys Fiscal Concil; (vii) to deliberate amending article 47 of the Companys bylaws, to conform to the new redaction of the BM&FBOVESPA Market Arbitration Chambers Regulations (Regulamento de Cmara de Arbitragem do Mercado da BM&FBOVESPA); (viii) to deliberate restating the Companys bylaws to reflect the above-mentioned amendments, if approved; (ix) 9. Deliberate amending item 6.1 of the Companys Stock Option Plan as approved at the extraordinary shareholders meeting held on February 8, 2010, to modify the criteria for setting the strike price of the options granted.

Documentation required by article 9 of CVM Instruction 481 ( Instruo CVM

481), issued by CVM on December 17 2009

Capital Budget, Managements Proposal for the Allocation of Net Income and Information indicated on Exhibit 9-1-II of CVM Instruction 481 (Instruo CVM 481), issued by CVM on December 17 2009, as approved on Board of Directors meeting held on April 19, 2012.

2012 CAPITAL BUDGET (all amounts presented in R$)

Sources of funding

127,000,000.00

Profit reserve from the 2011 fiscal year Cash generation and funding

63,741,776.68 63,258,223.32

Use of funds

127,000,000.00

Investments in expansion (acquisition of equipment) Investments in facilities and information technology to aid in expansion

110,000,000.00

17,000,000.00

Rio de Janeiro, February 9th, 2012. To the Members of the Board of Directors. From Mills Estruturas e Servios de Engenharia S/A. Subject: Managements Proposal for the Allocation of Net Income for Fiscal Year Ended December 31, 2011 Dear Sirs, The Management of Mills Estruturas e Servios de Engenharia S/A (Company) resolved to submit the proposal herein for examination by the Board of Directors in order to allocate the net income for fiscal year ended December 31, 2011. The Companys net income from the fiscal year ended December 31, 2011 was a total of R$92,177,153.96. Thus, the Companys Management proposes that:

(i)

in accordance with article 193 of Law 6,404/76, as amended, and item a of article 30 of the Company's Bylaws, a total of R$ 4,608,857.70 be allocated to the Legal Reserve; a total of R$25,346,519.58, corresponding to R$0.20 per share, be allocated to the payment of dividends to the Companys shareholders as mandatory dividends, of which R$24,400,000.00 shall be paid as interest on equity, pursuant to the resolution of the Board of Directors meeting held on September 28, 2011 (R$ 22,000,000.00) based on the Company's shareholding position on that date, and on December 21, 2011 (2,400,000.00) and R$ 947,000.00 as dividends, to be paid to shareholders on the date dividends were declared; and in accordance with article 196 of Law 6,404/86, as amended, and item c of article 30 of the Company's Bylaws, a total of R$63,741,776.68 be allocated to create a Profit Reserve, which will include net income for the year and the realization of the special goodwill reserve in the amount of R$1,520,000.00.

(ii)

(iii)

The proposal for allocation of net income is summarized below:

Description

Amount (in R$)

Income from the Year Legal Reserve Realization of the Special Goodwill Reserve Profit Reserve Mandatory Dividends Dividends Interest on Equity

92,177,153.96 (4,608,857.70) 1,520,000.00 63,741,776.68 (25,346,519.58) (946,519.58) (24,400,000.00)

Funds allocated to the profit reserve shall be used to finance a portion of investments laid out in the Companys capital budget for the acquisition of equipment for expansion and investments in facilities and information technology to aid in the planned expansion. Thus, the Management proposes that the Board of Directors examine this proposal for the allocation of net income and submit the amounts presented herein for the approval of the Companys Annual Shareholders Meeting. In accordance with article 9, paragraph 1, item II of CVM Rule 481/2009, the information requested by Exhibit 9-1-II thereto are presented below.

Sincerely,

The Management Mills Estruturas e Servios de Engenharia S.A.

ALLOCATION OF NET INCOME 1. Net income for the fiscal year R$ 92,177 thousand 2. Total amount and value per share of dividends, including dividends paid in advance and previously declared interest on equity Total Gross Amount (dividends and interest on equity): R$25,347 thousand R$0.20 per share Dividends: R$947 thousand R$0.01 per share Interest on Equity: R$24,400 thousand R$0.19 per share Total amount net of withholding tax on Interest on Equity: R$20,946 thousand - R$0.17 per share 3. Percentage of net income for the fiscal year to be distributed 28.95% or 25.00% net of withholding tax on Interest on Equity. 4. Total amount and amount per share of dividends distributed based on income from previous fiscal years Not applicable. No dividends based on income from previous fiscal years were distributed. 5. Please inform the following, minus dividends paid in advance and previously declared interest on equity: a. Gross amount of dividends and interest on equity, separated by share class and type Dividends: R$947 thousand R$0.01 per share. b. Form and period for payment of dividends and interest on equity

Dividends will be paid in a single installment to be deposited in the shareholders checking accounts by June 15, 2012. c. Monetary restatement and interest on dividends and interest on equity. Not applicable. Monetary restatement on dividends and interest on equity have not been applied up to now (and will not be applied going forward) d. Date of declaration of the payment of dividends and interest on equity used to identify shareholders that will be entitled thereto Dividends will be declared at Mills annual shareholders' meeting to approve the accounts for the 2011 fiscal year. 6. If dividends or interest on equity have been declared based on income from half-yearly balances or those of shorter periods a. The amount of previously declared dividends and interest on equity Interest on Equity: R$24,400 thousand There was no declaration of dividends based on income from half-yearly balances or those of shorter periods. b. The date of respective payments Payment will be made by June 15, 2012. 7. Provide a table indicating the following values for each type and class of share: a. Net income for the fiscal year and the last three (3) fiscal years

Fiscal Year 2011 2010 2009 2008(2)

Net Income(1) R$92,177 R$103,283 R$68,338 R$30,588

Net Income per Share R$0.73 R$0.82 R$0.78 R$0.46

(1) In thousands of reais (2) In 2008, Mills group was formed by the companies Mills Andaimes Tubulares do Brasil S.A., Mills Estruturas e Servios de Engenharia Ltda. and Mills Industria e Comercio Ltda., therefore, numbers presented for these periods include the combination of these companies.

b. Dividends and interest on equity distributed in the last three (3) fiscal years Fiscal Year 2010 2009 2008(2) Dividends Dividends (1) per share R$2,712 R$0.02 R$10,723 R$0.12 R$7,476 R$0.11 IOE(1) IOE per share R$25,400 R$0.20 R$5,519 R$0.06 -

(1) In thousands of reais (2) In 2008, Mills group was formed by the companies Mills Andaimes Tubulares do Brasil S.A., Mills Estruturas e Servios de Engenharia Ltda. and Mills Industria e Comercio Ltda., therefore, numbers presented for these periods include the combination of these companies.

8. Allocation of profit to the legal reserve a. Amount allocated to the legal reserve R$4,609 thousand b. Form in which the legal reserve is calculated In accordance with article 193 of Law 6,404/76, and article 30 of the Company's Bylaws, 5% (five percent) of net income for the year is applied, before any other allocation, to the creation of a legal reserve which shall not exceed 20% (twenty percent) of capital stock.

9. If the Company has preferred shares entitled to fixed or minimum dividends Not applicable. The Company has no preffered shares. a. Describe the calculation of fixed or minimum dividends b. Inform whether the income in the fiscal year is sufficient for payment in full of fixed or minimum dividends c. Identify if the unpaid installment is cumulative d. Identify the total value of fixed or minimum dividends to be paid to each class of preferred shares e. Identify the fixed or minimum dividends to be paid to each class of preferred shares 10. Mandatory dividends a. Describe the basis for calculation established in the Bylaws The shares representing capital stock receive 25% of net income assessed in accordance with the law as mandatory dividends every fiscal year, while the balance shall be allocated according to the resolutions of the Annual Shareholders' Meeting in accordance with legal recommendations. b. Payment in full of mandatory dividends The minimum mandatory dividends will be paid in full. c. Inform the amount withheld Not applicable. There were no mandatory dividends. 11. If the mandatory dividends are withheld due to the Companys

financial situation Not applicable. There were no mandatory dividends. a. Inform the amount withheld b. Describe, in detail, the Companys financial situation, including aspects related to the analysis of liquidity, working capital and positive cash flows c. Justify the withholding of dividends 12. If the result is allocated to a contingency reserve Not applicable. No results were allocated to a contingency reserve. a. Amount allocated to the reserve b. Identify the losses considered to be probable resulting from the contingency c. Explain why losses are probable d. Justify the creation of the reserve 13. If the result is allocated to a unrealized profit reserve Not applicable. No results were allocated to a unrealized profit reserve. a. Inform the amount allocated to the unrealized profit reserve b. Inform the nature of unrealized profits that resulted in the creation of the reserve 14. If the result is allocated to a statutory reserve Not applicable. No results were allocated to a statutory reserve.

a. Describe the statutory clauses that establish the reserve b. Amount allocated to the reserve c. Describe how the amount was calculated

15. If profit is withheld in accordance with the capital budget a. Identify the amount withheld R$63,742 thousand. b. Provide a copy of the capital budget
2012 CAPITAL BUDGET (all amounts presented in R$) 1 Sources of funding Profit reserve from the 2011 fiscal year Cash generation and funding 2 Use of funds Investments in expansion (acquisition of equipment) Investments in facilities and information technology to aid in expansion 127,000,000.00 63,741,776.68 63,258,223.32 127,000,000.00 110,000,000.00 17,000,000.00

16. If the result is allocated to a tax incentive reserve Not applicable. No results were allocated to a tax incentive reserve. a. Inform the amount allocated to the reserve b. Describe the nature of the allocation

Documentation required by article 9 of CVM Instruction 481 (Instruo CVM 481), issued by CVM on December 17, 2009 Management comments on Companys Financial Status, pursuant to item 10 of Reference Form (free translation)

ITEM 10 OF REFERENCE FORM

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; (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 91% of Companys total net revenues which correspond to R$677.6 million in the fiscal year ended December 31, 2011. 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 Division offers customized solutions to companies involved in major construction and infrastructure projects, while the Jahu Division is dedicated to providing services to residential and commercial construction companies. Customers of the Industrial Services Division 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 Divisions products are focused on the rental, technical assistance and sale of motorized access equipment, these products are required by companies operating in various 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, 2011, the capital structure of the Mills was 57% equity, measured by the stockholders equity, and 43% 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 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. 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, 2011, was R$238.1 million and its financial expenses, net of financial revenue in the same period were R$31.8 million. Thus, the Companys EBITDA for year ended December 31st, 2011 presented a coverage ratio of 7.5 times its net financial expenses during the same period. Only considering its financial expenses, which amounted to R$46,6 million in the year ended December 31st, 2011, the coverage ratio would be 5.1 times. The Companys total indebtedness for the year ended December 31st, 2011, amounted to R$ 410.9 million, or, 1.7 times the Companys EBITDA for the year ended December 31st, 2011. The flow of payment from this debt will take place in a period of ten years, of which R$71.4 million in less than one year, R$184.7 million from 1 to 2 years, R$185.8 million in a period between 3 to 5 years and R$5.0 million in more than five years. The Companys long-term debt profile has a policy for contracting loans and financing aimed at ensuring that all financial commitments are honored, if necessary, through its cash generation. This way, the Company's Management believes that its cash generation is sufficient to meet its financial commitments. In addition, on December 31st, 2011, the Company had installment of tax payments on its balance sheet in the amount of R$ 18.7 million, which the greatest amount of payments of R$10.9 million, refers to the Tax Recovery Program (REFIS) with a maturity of 180 months. The lengthening of the payment of the installments within this period contributes to the Company to be able to timely make payments due. 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 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 noncurrent 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. For strategic operations, when necessary, the Company turns to its shareholders capital.

In the year ended December 31st, 2010, the Company raised R$ 411 million through initial public offering of shares issued. On April 2011, the Company issued R$270 million in non-convertible unsecured debentures, with maturity on April 18th, 2016. The nominal value will be amortized in three annual installments starting on the third year of the issuance, and shall pay semiannually interest of 112.5% of accrued variation of the CDI interest rate. The net proceeds from the Offering were used for (a) the redemption of all commercial papers, issued under the first public offering of the Company, totaling R$ 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 (c) general corporate purposes and expenses of the Company. On December 7, 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 1st, 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.

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 31st, 2009, 2010 and 2011:
As of December 31, Yearly Interest Rate 2009 2010 2011

(in million of R$)

Financings provided by financial institutions Financings provided by financial institutions Leasing agreements entered into with financial institutions Unconvertible debentures Total ............................................................................... CDI+1.1% to 4.5% TJLP+0.2% to 7.0% CDI + 1.0% to 4.5% 112.5% of CDI 101.5 4.3 78.1 183.9 41.9 17.8 72.9 132.6 62.1 22.1 52.2 274.6 410.9

Short Term Debt

As of December 31st, 2010, short-term debt amounted to R$46.7 million, compared to R$56.8 million as of December 31, 2009, a reduction of R$10.1 million or 18%. This reduction was due to the utilization of the initial public offering funds to advance higher cost debts. 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$24.7 million or 53%. This increase was due to the need to finance, among other uses, working capital and general expenses of the company, to what the commercial promissory notes were issued in December 2011, in the amount of R27 million. This increase was due to the second issuance of commercial promissory notes, in the amount of R$ 27 million, for the recovery of the Company's cash after investments made in the year 2011 and uses and general expenses from the Company.

Long Term Debt

As of December 31st, 2010, long-term debt amounted to R$85.9 million, compared to R$127.1 million as of December 31, 2009, a decrease of R$41.2 million or 32%. This

decrease was due to the utilization of the initial public offering funds to advance higher cost debts. As of December 31st, 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$253.6 million or 295%. This increase was mainly due to the need to finance, among other things, the acquisition of 25% of the capital of Rohr and investments in equipment purchase, for what there was debentures were issued, in April 2011, in the amount of R$ 270 million.

Relevant Financial Contracts

As of December 31st, 2011, the Company's debt with financial institutions totaled R$84.2 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 the Ita BBA S.A., 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, 2011, the outstanding amount under this contract was R$25.7 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.

Banco Bradesco S.A.

CCB. 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 payment must be made monthly, in 48 installments, with maturity on April 13th, 2012. As of December 31st, 2011, the outstanding amount under this CCB was R$0.4 million.

Banco do Brasil S.A.

The Company entered into two agreements with Banco do Brasil for the provision of overdrafts to cover working capital needs. The table below shows the main terms of these contracts:
CCB Number Issue Date Maturity Date Original Value(1) Outstanding as of

December 2011(1) 345.500.737 345.500.724

(1)

05.27.2008 02.27.2008

04.20.2013 01.25.2013

8.0 5.0

2.4 1.2

In millions of R$

Banco Fibra S.A.

CCB. 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. 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, 2011, the outstanding amount under this CCB was R$3.3 million.

Debentures
On April 8, 2011 approval was granted for issue by the Company of a total of 27 thousand simple non-stock-convertible debentures in the total amount of R$ 270,0 million, and unit face value of R$ 10 thousand, 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 3 (three) consecutive installments, with the first mature 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. As at December 31, 2011 the balance of the debentures, net of the transactions costs, is broken down to R$ 6,6 million under current liabilities and R$ 270,0 million under noncurrent liabilities (R$ 6,1 million and R$ 268,4 million net of transaction costs respectively).

Promissory Notes
On December 7, 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 1st, 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.

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 569686 19340105656 176086 175796 100021789 100027813 100018086

Bank Itauleasing HSBC Bradesco Leasing Bradesco Leasing Alfa Arrendamento Mercantil Alfa Arrendamento Mercantil Alfa Arrendamento Mercantil

Promissory Note R$6.25 million R$5.85 million R$5.62 million R$5.67 million R$4.88 million R$6.33 million R$6.89 million

Contract binding 10.31.2008 05.25.2009 03.12.2009 09.08.2008 03.20.2008 07.01.2008 01.10.2008

Contract binding Issue Date 12/19/2013 07/01/2014 04/04/2014 09/11/2013 03/20/2012 06/01/2012 01/10/2012

As of the date of this Reference Form, the Company is part of several leasing agreements with several financial entities, representing obligations of R$52.2 million as of December 31st, 2011. 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. 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. These derivative instruments contracted by the Company have the intention to protect it, on 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 31st, 2011, the Company possessed purchase orders with foreign suppliers of equipment valued at approximately US$69.2 million (in 2010, these orders amounted to US$72.8 million, and in 2009, it amounted to US$34 million), all schedule for payment until December, 2012.

(iii) degree of subordination between the debts

Usually the Companys loans and financings are guaranteed by: (a) statutory lien (b) promissory notes

(c) receivables which the Company is entitled during the course of its activities; (d) pledge; and (e) pledge of trade bills; The promissory notes are enforceable guarantees and serve as additional guarantees regarding loans and financings. 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.

(iv) 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 31st, 2009, 2010 and 2011, 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

On December 31st, 2011, 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$136.4 million has already been released to the Company and it is registered in its debt position.

h.

significant changes in each item of the financial statements

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Year ended December 31 (in millions of R$) 2009 Revenue of Products Sold e Services Provided Heavy Construction Division Jahu Division Industrial Services Division Equipment Rental Division Events Division (Discontinued) Cost of Products Sold e Services Provided VA(1) (%) 2010 VA(1) (%) HA(2) (%) 2011 VA(1) (%) HA (%)

404.2

100%

549.9

100%

36%

677.6

100%

23%

146.2 62.2 141.4 54.4

36% 15% 35% 13%

154.3 105.1 195.4 95.1

28% 19% 36% 17%

6% 69% 38% 75%

131.6 155.8 214.8 175.4

19% 23% 32% 26%

15% 48% 10% 85%

(169.6)

42%

(254.8)

46%

50%

(340.4)

50%

34%

Gross Profit

234.6

58%

295.1

54%

26%

337.2

50%

14%

Operating Revenues (Expenses) General and Administrative

(108.8)

27%

(147.6)

27%

36%

(175.2)

26%

19%

Operating Profit

125.8

31%

147.5

27%

17%

162.0

24%

10%

Financial Expenses Financial Income

(25.3) 0.9

6% 0%

(24.3) 18.7

4% 3%

(4%) 1884%

(46.6) 14.7

7% 2%

92% (21%)

EBTIDA Income Tax and Social Contribution

101.4

25%

141.8

26%

40%

130.1

19%

(8%)

(33.0)

8%

(38.5)

7%

17%

(38.0)

6%

(1%)

Net Income for the Year

(1)

68.4

17%

103.3

19%

51%

92.2

14%

(11%)

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 31st, 2011 compared with year ended December 31st, 2010 Revenue of Products Sold e Services Provided
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 31st, 2009, 2010 and 2011 refer only to net revenue, not to the gross revenue. The following table shows the Companys net revenue by division for the years ended December 31st, 2010 and 2011:
Year ended December 31, 2010 VA (%)(1) 2011 VA (%)(1) HA (%)
(2)

(in million of R$)

Heavy Construction Division ....................... Jahu Division ............................................ Industrial Services Division ........................ Equipment Rental Division .......................... Total ..................................................... 154.3 105.1 195.4 95.1 549.9 28% 19% 36% 17% 100% 131.6 155.8 214.8 175.4 677.6 19% 23% 32% 26% 100% (15%) 48% 10% 85% 23%

(1) (2)

Vertical analysis, which is a percentage of total net sales and services. Horizontal analysis, which is the percentage of variation in the income statement accounts between 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%. This increase comes from the incremental revenue from the Rental, Jahu and Industrial Services divisions, partially offset by the Construction division revenues decrease. The analysis of the Company's Management regarding the factors that led to these changes are listed below. Heavy Construction Division

Net revenue from the Heavy Construction Division, 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 15%. 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. Jahu Division Net revenue from the Jahu Division, 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%. The Management of the Company attributed this expansion as a result of the investments made and the success of the geographic expansion of this division. Industrial Services Division Net revenues for the Industrial Services Division 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 10%. On the evaluation of the Management of the company, this revenue increase is mainly due to revenue growth in maintenance services. Rental Division Net Revenue from the Rental division 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 85%. On the evaluation of the Management of the company, this increase is associated with the organic growth from this division, with increasing fleet of equipment and geographical expansion.

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, 2010 and 2011, figures comparable to this item posted for the year ended December 31, 2009.

Cost of Products Sold and Services Rendered and General, Administrative and Operating Expenses
Since 2010, the Company began to detail its costs of goods sold and general and administrative expenses by division and by nature, and the information by division 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 December 31, 2010 Direct cost of constructi on and renting General and Administra tive Expenses Total

Year ended December 31, 2011 Direct cost of constructi on and renting General and Administra tive Expenses Total

Variation 2010 x 2011(1) Direct cost of constructi on and renting General and Administra tive Expenses Total

(in millions of R$)

Labor Third-party Services Freight Construction Material / Maintenance & Repair Rent equipment Travel Depreciation Amortization of intangible assets Asset impairment Allowance for Doubtful Debts - ADD Stock Option Update provisions Profit sharing Other Total
(1)

(122.26) (5.09) (12.35)

(79.96) (14.98) (0.37)

(202.22) (20.07) (12.72)

(162.33) (6.97) (13.40)

(89.92) (17.42) (0.61)

(252.25) (24.39) (14.00)

(40.07) (1.88) (1.05)

(9.96) (2.44) (0.24)

(50.04) (4.32) (1.29)

(24.35)

(6.15)

(30.50)

(35.25)

(4.09)

(39.34)

(10.90)

2.06

(8.85)

(11.26) (6.19) (44.90)

(5.40) (8.52) (1.72)

(16.66) (14.71) (46.62)

(9.98) (8.60) (73.03)

(9.46) (11.43) (2.48)

(19.44) (20.03) (75.51)

1.28 (2.41) (28.14)

(4.06) (2.91) (0.76)

(2.78) (5.32) (28.89)

0.00

(0.45)

(0.45)

0.00

(0.68)

(0.68)

0.00

(0.23)

(0.23)

(4.03)

(4.03)

(4.56)

(4.56)

(0.53)

0.00

(0.53)

(1.50)

(1.50)

(11.29)

(11.29)

0.00

(9.79)

(9.79)

(0.59) 2.61 (17.56) (24.38) (254.80) (13.05) (147.62)

(0.59) 2.61 (17.56) (37.42) (402.42) (26.30) (340.42)

(3.12) (1.36) (7.92) (15.42) (175.20)

(3.12) (1.36) (7.92) (41.73) (515.62)

0.00 0.00 0.00 (1.93) (85.62)

(2.54) (3.97) 9.65 (2.38) (27.58)

(2.54) (3.97) 9.65 (4.30) (113.20)

Increase (decrease) 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 division 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.
2010 x Year ended December 31, 2010 (%)
(1)

2011 (%)
(1)

2011

Var. (%)

(2)

(in millions of R$, except percentage)

Heavy Construction Division ....................... Jahu Division ............................................. Industrial Services Division ......................... Rental Division........................................... (80.7) (61.3) (169.3) (44.1) 23% 17% 48% 12% 100% (73.8) (89.8) (194.1) (81.8) (439.4) 17% 20% 44% 19% 100% (9%) 47% 15% 86% 24%

Total ..................................................... (355.4)

(1) (2)

Percentage share of the division of goods sold and services rendered and general and administrative expenses. 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%, 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 Divisions 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 62% 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 34%.

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% in the year ended December 31, 2010 to 39% in the year ended December 31, 2011. Including the effects of depreciation, the same ratio increased from 46% in the year ended December 31, 2010 to 50% 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 19%. The main explanation for the increase was the need to develop technical and commercial teams in the new branches from the Jahu and Rental divisions, to meet the expansion of these divisions, 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 27% in the fiscal year ended December 31, 2010 to 26% in the fiscal year ended December, 2011.

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 10%. Such increase was a consequence of the recovery of the Heavy Construction and the maturation of the new branches from the Rental and Jahu division. Operating profit represented 24% of net revenues in December 31, 2011, compared to 27% 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% of Rohrs total capital stock, and (c) general corporate.

Income Tax and Social Contribution

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%.

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% after adjustment of expenses not deductible, compared with 27% 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 11%, based on the combined effect of the components mentioned above.

Year ended December 31st, 2010 compared with year ended December 31st, 2009
The following table shows our net sales by division for the years ended December 31st, 2009 and 2010:
Year ended December 31, 2009 VA (%)(1) 2010 VA (%)(1) HA (%)
(2)

(in millions of R$, except percentages)

Heavy Construction Division ....................... Jahu Division ............................................ Industrial Services Division ........................ Equipment Rental Division .......................... Total ......................................................... 146.2 62.2 141.4 54.4 404.2 36% 15% 35% 14% 100% 154.3 105.1 195.4 95.1 549.9 28% 19% 36% 17% 100% 6% 69% 38% 75% 36%

(1) (2)

Vertical analysis, which is a percentage of total net sales and services. Horizontal analysis, which is the percentage of variation in the income statement accounts between fiscal years of 2009 and 2010.

In the year ended December 31st, 2010 the Companys net revenue from sales and services totaled R$549.9 million compared with R$404.2 million in the same period in 2009, an increase of R$145.7 million, or 36%. This increase comes from the increase in revenues from all divisions. Heavy Construction Division Net revenue from sales and services rendered by the Heavy Construction division, after deductions for discounts and cancellations, increased 6%, or R$8.1 million, from

R$146.2 million in 2009 to R$154.3 million in 2010. This increase was mainly due to more revenue from technical support services and sales, which increased from R$20.9 million to R$32.4 million in 2010, partially offset by a reduction of R$3.5 million, or 3%, in revenue from equipment rental. The increase of volume of equipment rented contributed to the decrease of revenue from equipment rental amounting to R$5.0 million, while the combination of rental price and mix of rented equipment led to a reduction in rent revenue in the amount of R$8.5 million, reflecting the weakening demand in the heavy construction segment from September 2010. Jahu Division Net income for the Jahu Division went from R$62.2 million in the fiscal year ended December 31, 2009 to R$105.1 million in the fiscal year ended 2010, an increase of R$42.9 million, or 69% due mainly to the increase in equipment rental revenue which contributed 55% of the total increase and the increase in sales revenue which contributed 34% of the total increase. The remaining percentage of 11% of the increase was due to higher revenues from technical assistance services and indemnities in the ordinary course of operations received from customers due to equipment lost or damaged. Between the fiscal years ended December 31, 2009 and 2010, revenue from equipment rental has increased R$23.5 million, or 40%, of which the increase in volume helped to expand the rental revenue in R$28.8 million, while the combination of rental price and mix of equipment led to a reduction in rental revenue in the amount of R$5.3 million. Industrial Services Division Net revenues for the Industrial Services Division increased from R$141.4 million in the fiscal year ended December 31, 2009 to R$195.4 million in the fiscal year ended December 31, 2010, an increase of R$54.0 million, or 38%, as explained below. In the year ended December 31, 2010, the services performed in the construction of new plants contributed with R$56.9 million, or 29% of total net revenues, while maintenance services accounted for R$138.5 million, or 71% of total revenue. Of the total increase occurred between the fiscal years ended December 31, 2009 and 2010, the services performed in the construction of new plants were responsible for 13%, while maintenance services accounted for 87%. Rental Division Net revenue from sales and services of the Rental Division went from R$54.4 million in the fiscal year ended December 31, 2009 to R$95.1 million in the fiscal year ended December 31, 2010, an increase of R$40 7 million, or 75%, mainly due to organic growth in this division with the increase of the fleet of equipment. The growing market

for this type of equipment, still in its initial stage, has enabled the rapid uptake of this fleet. In the year ended December 31, 2010, 89% of net revenue of the Rental Division was due to equipment rental, while the remaining 11% was related to sales and technical assistance services. Between the fiscal years ended December 31, 2009 and 2010, equipment rental revenue has increased from R$83.8 million, or 66%, and the increase in volume helped to expand the leased rent revenue in the amount of R$42.5 million, while the combination of rental price and mix of equipment led to a reduction in equipment rental revenue in the amount of R$8.7 million.

Taxes on Sales and Services

In accordance with accounting policies adopted in Brazil in force, 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 Company has not reported for the year ended December 31, 2010, figures comparable to this item posted for the year ended December 31, 2009.

Cost of Products Sold and Services Rendered and General, Administrative and Operating Expenses
From 2010, the Company began to detail its costs of goods sold and general and administrative expenses by division and by nature. The information by division has been presented only on a consolidated basis, excluding the effects of depreciation. The table below shows our cost of goods sold and services rendered by nature in fiscal years ended December 31, 2009 and 2010.

Year ended December 31, 2009 Direct cost of constructi on and renting General and Administr ative Expenses

Year ended December 31, 2010 Direct cost of constructi on and renting General and Administr ative Expenses

Variation 2009-20101) Direct cost of constructi on and renting General and Administr ative Expenses

Total

Total

Total

(in millions of R$)

Labor ............................................................... (83.1) Third-party Services ........................................... (5.0) (54.5) (8.8) (137.6) (13.9) (122.3) (5.1) (80.0) (15.0) (202.2) (20.1) (39.1) (0.1) (25.4) (6.1) (64.6) (6.2)

Freight ............................................................. (6.4) Construction Material / Maintenance & (13.9) Repair .............................................................. Rent equipment ................................................ (13.7) Rent others ....................................................... (3.7) Travel .............................................................. (4.4) Depreciation ..................................................... (30.3) Amortization of intangible assets ......................... Asset impairment .............................................. (0.3) Sales ................................................................ (7.5) Debtors Provision .............................................. Action Plan ....................................................... Update provisions .............................................. Profit sharing .................................................... Other ............................................................... (1.2) (169.6) Total ...............................................................

(0.9) (6.8) (3.5) (4.4) (1.2) (0.3) (3.5) (4.1) 1.5 (13.8) (8.5) (108.8)

(7.2) (20.8) (13.7) (7.2) (8.8) (31.5) (0.3) (0.3) (7.5) (3.5) (4.1) 1.5 (13.8) (9.7) (278.4 )

(12.4) (24.3) (4.9) (6.4) (6.2) (44.9) (4.0) (23.2) (1.2) (254.8)

(0.4) (6.2) (5.4) (8.5) (1.7) (0.4) (1.5) (0.6) 2.6 (17.6) (13.0) (147.6)

(12.7) (30.5) (4.9) (11.8) (14.7) (46.6) (0.4) (4.0) (23.2) (1.5) (0.6) 2.6 (17.6) (14.2) (402.4 )

(6.0) (10.4) 8.8 (2.7) (1.8) (14.6) (3.7) (15.8) 0.1 (85.2)

0.5 (0.7) (1.9) (4.1) (0.5) (0.1) 2.0 3.5 1.1 (3.7) (4.6) (38.8)

(5.5) (9.7) 8.8 (4.6) (5.9) (15.1) (0.1) (3.7) (15.8) 2.0 3.5 1.1 (3.7) (4.5) (124.0 )

(1)

Increase (decrease) 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 division in fiscal years ended December 31, 2009 and 2010. The information provided in this table does not reflect the effects of depreciation on such costs.
2009 x Year ended December 31, 2009 (%)
(1)

2010 (%)
(1)

2010

Var. (%)

(2)

(in millions of R$, except percentage)

Heavy Construction Division ....................... Jahu Division ............................................. Industrial Services Division ......................... Rental Division........................................... (72.6) (30.3) (120.6) (23.1) 29% 12% 49% 9% 100% (80.7) (61.3) (169.3) (44.1) (355.4) 23% 17% 48% 12% 100% 11% 102% 40% 91% 44%

Total ..................................................... (246.5)

(1) (2)

Percentage share of the division of the total cost. Percentage increase (decrease) of products sold and services rendered costs in 2009, relative to 2008.

Cost of goods sold and services rendered (excluding the effects of depreciation) increased by 51%, or R$70.6 million, from R$139.3 million in 2009 to R$209.9 million in 2010. This increase was mainly due to growth of our business in 2010. The item cost of goods sold and services rendered which showed the largest absolute increase between fiscal years ended December 31, 2009 and 2010 was personnel item, which increased R$39.1 million, mainly influenced by the growth of Industrial Services Divisions revenue, which is workforce intensive. The sale item, which represents the cost of equipment sold by the Company, increased R$15.8 million, driven primarily by the increase of sales revenue and of the mix of equipment sold in 2010. The depreciation of assets used in services rendered, which is part of the costs of goods sold and services rendered increased 48% due to higher investments in the fiscal year ended December 31, 2010, from R$30.3 million for the year ended on December 31, 2009 to R$44.9 million in the fiscal year ended December 31, 2010, maintained the average depreciation period of 10 years. Considering the depreciation costs, our cost of goods sold and services rendered totaled R$254.8 million in the fiscal year ended December 31, 2010, compared with R$169.6 million in the fiscal year ended December 31, 2009, representing an increase of 50%. 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 34% in the year ended 31 December 2009 to 38% in the year ended 31 December 2010. Including the effects of depreciation, the same ratio increased from 42% in the year ended 31 December 2009 to 46% in the fiscal year ended December 31, 2010. The general and administrative expenses increased from R$108.8 million in the fiscal year ended December 31, 2009 to R$147.6 million in the fiscal year ended December 31, 2010, an increase of R$38.8 million, or 36%. This increase was due primarily to the employment of additional labor which contributes to an increase of R$25.4 million. Our total number of employees increased from 907 at the end of 2009 to 1,261 at the end of 2010, an increase of 39% to meet an increase in demand for our services and the strong geographic expansion, mainly from the Rental Division and the Jahu Division. The Companys operating general, administrative and operating Expenses compared to net operating income were maintained at 27% in the fiscal years ended December 31, 2009 and 2010.

Operating profit
Operating profit before financial income increased from R$125.8 million in the fiscal year ended December 31, 2009 to R$147.5 million in the fiscal year ended December 31, 2010, an increase of R$21.7 million, or 17%. This increase was because the growth in net revenues was higher than the growth of cost of goods sold and services rendered and general and administrative expenses. Operating profit represented 26.8% of net revenues in December 31, 2010, compared with 31.1% of net revenues in December 31, 2009.

Financial Results
Net financial expenses increased from R$24.4 million in the fiscal year ended December 31, 2009 to R$5.6 million in the fiscal year ended December 31, 2010, representing a decrease of R$18.8 million, or 77%. The Company's bank debt, which was R$183.9 million in the fiscal year ended December 31, 2009 increased to R$132.6 million in the fiscal year ended December 31, 2010. In April 2010, the Company completed its initial public offering of shares which resulted in net proceeds of R$411 million. The Company used part of these proceeds to settle debts of higher costs. Financial income on December 31, 2010 was benefited by the financial gain with interest of low risk applications of The Companys cash, which totaled R$17.3 million in the fiscal year ended December 31, 2010.

Income Tax and Social Contribution

Expenditure on income tax and social contribution went from R$33.0 million in the fiscal year ended December 31, 2009 to R$38.5 million in the fiscal year ended December 31, 2010, an increase of R$5.5 million, or 17%. This increase was lower than in the Companys profit before taxes due to dividend payments in the form of interest on equity. In the fiscal year ended December 31, 2010, the Company deducted income tax and social contribution the amount of R$8.6 million, due to the provisioning of interest on equity for distribution of part of the annual results, while in fiscal year ended December 31, 2009 this deduction totaled R$1.9 million. Moreover, the effective tax rate of 2010 was 27% after adjustment of non deductible expenses, compared with 32% in 2009.

Net Income
The net profit increased from R$68.4 million in the fiscal year ended December 31, 2009 to R$103.3 million in the fiscal year ended December 31, 2010, an increase of R$34.9 million, or 51%, based on the combined effect of the components mentioned above.

Year ended December 31, 2011 compared to year ended December 31, 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%. 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%. 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.

Investment
In 2011 the Company registered an investment value of R$87.4 million. In January, 2011 it acquired 25% of the total voting capital of Rohr for R$ 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%. 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%. 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 million. Additionally, the deferred tax liability started to be presented as gross.

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%, 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.

Year ended December 31, 2010 compared to year ended December 31, 2009 Current Assets
The Companys current assets increased from R$104.5 million as of December 31, 2009 to R$307.9 million as of December 31, 2010, an increase of R$203.5 million or 195%. The main reasons for such increase were: an increase of R$140.8 million in cash, cash equivalents and marketable securities due to the proceeds from the primary public offering of shares of the Company held in April 2010; increase of R$50.6 million in its trade receivables, reflecting an increase in its revenues; an increase of R$7.3 million in other assets due to the increase in advances to suppliers account in the amount of R$5.3 million, the number of imports of equipment and the loans and benefit to employees account amounting to R$1.5 million; an increase of R$4.2 million in inventories due to the expanding activities of the Company; Non-current Assets The Companys non-current assets of R$20.6 million as of December 31, 2009 were increased to R$23.1 million as of December 31, 2010 an increase of R$2.5 million or 12%. The main changes in its non-current assets were: an increase of R$3.8 million in taxes recoverable account, referring to claims of PIS - Programa de Integrao Social and COFINS - Contribuio para Financiamento da Seguridade Social on fixed assets that was reclassified from short-term to long term; an increase of R$1.4 million in the judicial deposits account due to the monetary update of historical value of deposits recorded that was made on December 31, 2010, and;

reduction of R$2.0 million in the deferred tax account, affected by the amortization of R$1.5 million on deferred taxes of a tax credit previously held by Itapo Participaes Ltda. as a result of its merger by the Company.

PPE Property, Plant and Equipment

The Companys PPE increased from R$276.0 million as of December 31, 2009 to R$551.2 million as of December 31, 2010, an increase of R$275.2 million, or 100%. The increase in this category, plus depreciation and write-offs, reflects the investment the company has made to meet increased customer demand.

Intangible assets
The Companys intangible assets increased from R$39.3 million as of December 31, 2009 to R$41.9 million as of December 31, 2010. The main component of its intangible asset is the balance of goodwill accounted on acquisition of Kina Participaes Ltda and Jahu Industria e Comercio Ltda. Under accounting rules in force, goodwill recorded in this acquisition is no longer amortized by book value, but only for tax purposes, being subject only to tests of impairment.

Current liabilities
The Companys current liabilities increased from R$119.4 million as of December 31, 2009, to R$160.8 million as of December 31, 2010, an increase of R$41.4 million. The main factors that led to this change were: Increase of R$21 million, in its accounts payable, due to the higher volume of investment in 2010; Increase of R$11.9 million in dividends and interest on shareholders equity payable due to the increase in net profit in 2010 compared to 2009, maintaining the policy of distributing shareholders 25% of these results, with some adjustments; Decrease of R$10.1 million in its outstanding short-term loans and financing due to the utilization of the initial public offering funds to advance higher costs debts; Increase of R$8.1 million in other current liabilities, due to the increase in its derivative financial instruments account, the Company contracted derivative financial instruments in order to protect transactions carried out in foreign currency, Increase of R$6.5 million in salaries and social charges payable, due to the increase in payroll resulting from the higher number of employees necessary to accommodate the increased volume of business; Increase of R$3.7 million in its account of profit sharing payable, due to the increase in net profit in fiscal 2010, compared to 2009;

Non-current liabilities
The Companys Non-current liabilities were reduced from R$148.2 million at December 31, 2009 to R$108.2 million at December 31, 2010, a decrease of $ 17.2 million. The main factors that led to this change were: Decrease of R$41.2 million in its long-term loans and financing account, due to the utilization of the initial public offering funds to advance higher costs debts; Increase of R$2.6 million in its account of provision for contingencies, mainly due to the inclusion in 2010 of contingency related to the Fator Acidentrio Previdencirio - FAP in the amount of R$2.1 million and inclusion of new cases in the civil area of R$0.7 million; Reduction of R$1.0 million into the account the Tax Recovery Program - REFIS, mainly due to the low of R$2.7 million related to PIS and COFINS, partially offset by the rate of Special System for Settlement and Custody ("Sistema Especial de Liquidao e Custdia - SELIC") updating the value of R$1.0 million.

Stockholders' equity
Shareholder's equity increased from R$172.6 million as of December 31, 2009 to R$655.2 million as of December 31, 2010, an increase of R$482.5 million, or 279%, substantially due to the increase of Companys share capital as a result of the initial public offering of shares in April 2010.
CASH FLOW
Years ended December 31, 2009 2010 2011

(in millions of R$)

Cash flow from operating activities ................................................................... 89.7 Cash flow from investment activities ................................................................. (71.5) Cash flow from (used in) financing activities ...................................................... (18.4) Increase (decrease) in liquidity ......................................................................... (0.2) 121.6 (461.8) 344.8 4.6 140.6 (359.4) 247.8 29.0

Cash Flow from Operating Activities

Between 2009 and 2011, the Company was able to improve significantly its operating results, as discussed above, improving its cash flow from operating activities, that in 2009, was R$89.7 million, increasing to R$121.6 million in 2010 and reaching R$140.6 million in 2011, an increase in 2010 and 2011 of 36% and 16% respectively. On the evaluation of the Management of the Company, the realized investments were key

drivers for this improvement, that enabled the Company, in an increasing market demand, to increase significantly its revenues and operational results.

Cash Flow from Investment Activities

The gross investments in fixed assets during the years ended December 31, 2009, 2010, and 2011 amounted to R$76.4 million, R$348.5 million and R$430.3 million, respectively. In 2009, as a result of the global financial crisis, the Company reduced its gross investments when compared to 2008, decreasing in R$99.2 million. 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 divisions 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% stake of Rohr and 100% of the capital of GP Sul at R$87.4 million and R$5.5 million, respectively. The table below shows the investments made in 2009, 2010 and 2011:
Year Ended December, 31 2009 2010 2011

(in millions of R$)

Gross investments, before PIS and COFINS credits ............................................ (76.4) Acquisition of Rohrs stake Remuneration from Rohrs stake Acquisition of GP Sul Total Gross investments ................................................................................... (76.4) PIS and COFINS credits ................................................................................... 14.5 (348.5) 19.4 (329.1) (348.5) (430.3) (90.0) 2.6 (5.5) (523.2) 29.5 (493.7)

Net investments .............................................................................................. (61.9)

Cash Flow from Financing Activities

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 2009, due to a less favorable credit conditions prevailing during the first half of the year, the Company was highly selective in its new operations and entered into financing agreements in the amount of only R$31.9 million, in comparison to amortizations and interest payments of R$62.1 million in the year. 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 divisions 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$27.0 million, maturing in December 1, 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, 2009 70.0% Equipment Rental ........................................................................... 3.1% Sale of Equipment ........................................................................... 25.7% Technical Support Services .............................................................. 1.2% Indemnifications ............................................................................. 2010 62.2% 6.7% 27.5% 3.5% 2011 67.0% 6.0% 23.6% 3.4%

(ii) Factors that affected materially 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 to its clients. Costs related to the execution of its projects represented 94.4%, 87.0% and 78.5% of its principal costs of sales and services rendered in the years ended December 31, 2009, 2010 and 2011, respectively. On the evaluation of the company's Management, this reduction was due to the expansion of equipment sales costs, mainly in the Jahu and Rental divisions. 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 (derecognition) of assets. The cost of products sold and services rendered by its Heavy Construction, Jahu and Rental divisions 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 Division, 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, Administrative and Operating Expenses

The Companys main general, administrative and operating expenses refer to contract coordination, encompassing the project teams and engineers in the commercial area, are 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 46.2%, 47.8% and 57.3% of its total general, administrative and operating expenses during the fiscal years ended December 31, 2009, 2010 and 2011, respectively. According to the Companys Management, this increase was mainly due to the need to form technical and commercial teams in the new branches of the Jahu and Rental divisions. Other material general, administrative and operating expenses include: (i) expenses relating to equipment storage until 2010, inclusive, (ii) administrative expenses incurred with respect to its financial, investor relations, and human resources departments, as well as its executive management, including salaries and benefits, (iii) expenses in connection with the Companys employee profit-sharing plans and expenses related to its stock option plans, and (iv) other administrative expenses, which include, in particular, expenses resulting from adjustments to its provisions for contingencies.

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 longterm receivables derived from the sale of equipment owned by its former Events division. 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 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 division's equipment are imported and hence have their acquisition cost in foreign currency. Consequently, in the future, the rental revenue from this division may be influenced by possible in exchange rates variations. In terms of volume, the revenue variation for the Heavy Construction division 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 divisions 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. 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 division, the prices of the equipment the Company uses can increase according to the fluctuation of the exchange rate. 10.3 Relevant effects on Financial statements

a.

Introduction or disposal of operating segment

The Company did not introduce or disposed any operating segment in the analyzed period.

b.

Constitution, acquisition or divestiture 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. 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. 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 division. 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

Over the past three financial years there were no unusual transactions or events.

10.4 Changes in accounting practices

a. Significant changes in accounting practices

Adoption of new and revised IFRS without material effects on the financial statements. The following new and revised international financial reporting standards (IFRS) have also been adopted in these financial statements. Adoption of such new and revised IFRS, in assessing the Company's Management, has not had any material effects on the amounts reported for the current and previous year. Nevertheless, such adoption may affect the recognition of future transactions or agreements. (i) Modifications in IAS 1 Presentation of Financial Statements (as part of Improvements to the IFRS issued in 2010) The modifications to IAS 1 clarify that an entity may elect to disclose its analysis of other comprehensive income as an item of the statement of changes in stockholder equity. Mills elected to continue presenting such information in a separate statement. (ii) IAS 24 - Disclosure of Related Parties (already adopted by CPC 05 - R1)24 Divulgaes de Partes Relacionadas (j adotada pelo CPC 05 - R1) IAS 24 (revised in 2009) altered the definition of a related party. Adoption of the revised definition of related parties under IAS 24 (revised in 2009) in the current year permits identification of related parties not identified as such in accordance with the previous standard. The disclosures of the Companys related parties already include such alterations, in that they already consider CPC 5 (R1) Disclosures of Parties Related to the financial statements. New and revised IFRS that affect financial performance and/or financial position reported (i) Modifications in IFRS 3 Business Combinations

As part of the Improvements to the IFRS issued in 2010, IFRS 3 was changed in order to clarify that the option of appraising minority equity interests as of the acquisition date will only be available in the case of minority equity interests that represent current minority equity interests granting such stockholders the right to proportional stakes in the entitys net assets in the event of liquidation. All other types of minority equity interests are appraised at fair value as of the acquisition date, unless other standards require use of another basis for appraisal. Moreover, IFRS 3 was modified to provide more guidelines on the recording of sharebased compensation rights held by the employees of the business acquired.

Specifically, the modifications required that transactions involving payments based on shares of the business acquired that are not replaced are to be measured according to IFRS 2 Share-based Payment (equivalent to CPC 10(R1)) as of the acquisition date (marked to market measurement). The Companys Management believes that the adoption of this modification did not affect the Company, since GP Sul (the company acquired in 2011, see Note 1 of the Financial Statements), did not have any minority shareholders and nor did it offer its employees share-based payment. (iii) Modifications in IAS 32 Classification of Rights

The alterations in this international accounting standard deal with the classification of certain rights denominated in foreign currency, such as equity instruments or financial liabilities. According to the changes made, the rights, options or bonuses issued by an entity in order for the holders thereof to be able to acquire a fixed quantity of the entitys equity instruments for a fixed amount in any currency are to be classified as equity instruments in the entitys financial statements, provided that the offer is made proportionally to all the existing holders of the same class of non-derivative equity instruments. Prior to the changes made in IAS 32, the rights, options or bonuses for acquisition of a fixed quantity of an entitys equity instruments for a fixed amount in foreign currency were classified as derivatives. The changes require retrospective adoption. In any event, the adoption of these modifications by the Company did not affect the amounts reported in the current and previous years, since Mills did not issue instruments of this kind. (iv) Modifications in IFRIC 14 Prepayments of Minimum Funding Requirements

The changes determine when refunds or reductions of future contributions should be considered as available under IAS 19.58; how minimum funding requirements may affect the availability of the reductions in future contributions; and when minimum funding requirements may result in a liability. With the modifications, the standard began to permit recognition of an asset in the form of pre-payment of minimum funding requirements. The Companys Management expects the application of the changes will not have a material effect on the financial statements. (v) IFRIC 19 Extinction of Financial Liabilities with Equity Instruments

This Interpretation provides guidelines on recording the extinction of a financial liability through issue of equity instruments. Directors Specifically, under IFRIC 19 the equity instruments issued with such a transaction are to be measured at fair value and any difference between the carrying value of the extinguished liability and the effective payment for the equity instruments issued is to be recognized in results. On the evaluation of the Company's Management, the adoption of IFRIC 19 did not affect the

amounts reported in the current and previous year since the Company has not carried out any transactions of this nature. New and revised interpretations already issued and not yet adopted The Company has not adopted the following new and revised IFRS that have already been issued: Modifications in IFRS 7 IFRS 9 IFRS 10 IFRS 11 IFRS 12 IFRS 13 Modifications in IAS 1 Disclosures of Transfers of Financial Assets (1) Financial Instruments (2) Consolidated Financial Statements (2) Joint Arrangements Disclosure of Interests in Other Entities (2) Fair Value Measurement (2) Presentation of Items of Other Comprehensive Income (3) Deferred Taxes Recovery of Underlying Assets (4) Employee Benefits (2) Separate Financial Statements (2) Investments in Associates and Joint Ventures (2) periods periods periods periods beginning on beginning on beginning on beginning on or after July 1, 2011. or after January 1, 2013. or after July 1, 2012. or after January 1, 2012.

Modifications in IAS 12

IAS 19 (revised in 2011) IAS 27 (revised in 2011) IAS 28 (revised in 2011)

(1) In (2) In (3) In (4) In

effect effect effect effect

for for for for

annual annual annual annual

IFRS 7
The changes in IFRS 7 increase the disclosure requirements for transactions involving financial assets. Such alterations intend to provide greater transparency to exposures to risks when financial assets are transferred but the transferor continues retaining a certain level of exposure due to the asset. The alterations also require disclosure of the transfer of financial assets when they are not equally distributed over the period. The Companys Management does not expect that these modifications in IFRS 7 will have a significant effect on its disclosures in relation to the transfers of receivables

previously affected. Nonetheless, in the event Mills undertakes other types of transfers of financial assets in the future, the disclosures relating to such transfers may be affected.

IFRS 9
IFRS 9 Financial Instruments, which was issued in November 2009 and altered in October 2010, introduced new requirements for the classification, measurement and derecognition of financial assets and liabilities. IFRS 9 establishes that all financial assets recognized that are covered by the scope of IAS 39 Financial Instruments: Recognition and Measurement (equivalent to CPC 38) be subsequently measured at amortized cost or fair value. Specifically, debt instruments that are held according to a business model aimed at receiving contractual cash flows and which have contractual cash flows that refer exclusively to payments of the principal and interest on the principal due are generally measured at the amortized cost at the end of the subsequent reporting periods. All other debt instruments and investments in equity instruments are measured at fair value at the end of the subsequent reporting periods. The most significant effect of IFRS 9 related to the classification and measurement of financial liabilities refers to the recording of changes in the fair value of a financial liability (designated at fair value through profit and loss - FVTPL) attributable to changes in the credit risk of such liability. Specifically, under IFRS 9, in relation to financial liabilities recognized at FVTPL, the amount of the change in the fair value of the financial liability attributable to changes in the credit risk of such liability is recognized under Other comprehensive income, unless recognition of the changes in the liabilitys credit risk under Other comprehensive income results in or increases the accounting dissolution in income. Changes in the fair value attributable to the credit risk of a financial liability are reclassified in income. Previously, under IAS 39 and CPC 38, the total amount of the change in the fair value of a financial liability recognized at FVTPL was recognized under results. IFRS 9 is applicable to annual periods beginning on or after January 1, 2013. Company Management expects IFRS 9 to be adopted in the financial statements for the annual period beginning January 1, 2013 and that adoption of this new standard will not have a material effect on the reported balances of its financial assets and liabilities. Nonetheless, it is not possible to provide a reasonable estimate of such effect until such time as a detailed review is conducted.

Consolidation rules, participation agreements, affiliates and disclosures, including IFRS 10, IFRS 11, IFRS 12, IAS 27 (revised in 2011) and IAS 28 (revised in 2011).

In May of 2011 a package of five standards for consolidation, joint arrangements, associates and disclosures was issued: IFRS 10, IFRS 11, IFRS 12, IAS 27 (revised in 2011) and IAS 28 (revised in 2011). The main requirements of these five standards are as follows. IFRS 10 substitutes the parts of IAS 27 Consolidated and Separate Financial Statements that deal with consolidated financial statements. SIC-12 Consolidation Special Purpose Companies was withdrawn with the issue of IFRS 10. According to IFRS 10, there is only one base for consolidation, that is, control. In addition, IFRS 10 includes a new definition of control that contains three elements: (a) power over an investee; (b) exposure or rights to variable returns from its interest in the investee and (c) capacity for using its power over the investee to affect the amounts of the returns to the investor. Comprehensive guidelines have been included in IFRS 10 to deal with complex scenarios. IFRS 11 substitutes IAS 31 Interests in Joint Ventures. IFRS 11 deals with how a joint arrangement where to or more parties have joint control is to be classified. SIC-13 Joint Ventures Non-Monetary Contributions of Investors was withdrawn with the issue of IFRS 11. Under IFRS 11, joint arrangements are classified as combined or joint ventures according to the rights and obligations of the parties to the joint arrangements. On the other hand, under IAS 31 there are three types of joint arrangements: jointly held entities, jointly controlled assets and jointly controlled operations. In addition, under IFRS 11 joint ventures are to be recorded under the equity accounting method, whereas jointly held entities, according to IAS 31, can be recognized under the equity accounting method or the proportional accounting method. IFRS 12 is a disclosure standard applicable to entities that have interests in subsidiaries, joint arrangements, associates and/or unconsolidated structured entities. By and large, the disclosure requirements under IFRS 12 are more comprehensive than the current standards. These five standards are applicable to annual periods beginning on or after January 1, 2013. Management believes that these five norms will be adopted for the Companys financial statements for the annual period beginning January 1, 2013, although it does not expect significant effects.

IFRS 13

IFRS 13 presents a single source of orientation for measurement of fair value and disclosures regarding fair value measurements. The standard defines fair value, presents a fair value measurement structure and requires disclosures of the fair value measurements. The scope of IFRS 13 is comprehensive, applying to items of financial and non-financial instruments for which other IFRSs require or permit fair value measurements and disclosures of fair value measurements, except in determined cases. For example, quantitative and qualitative disclosures based on the fair value hierarchy of three levels, currently employed for financial instruments only under IFRS 7 Financial Instruments: Disclosures, will be complemented by IFRS 13 so as to include all assets and liabilities in its scope. IFRS 13 is applicable to annual periods beginning on or after January 1, 2013. Management expects IFRS 13 to be adopted in the Companys financial statements for the annual period beginning January 1, 2013 and that adoption of the new standard may result in amounts being reported in the financial statements and more comprehensive disclosures in the financial statements.

IAS 1
The changes to IAS 1 permit presentation of income and other comprehensive income in a single statement or in two separate and consecutive statements. Even so, the changes to IAS 1 require additional disclosures in other comprehensive income, such that the items of other comprehensive income are grouped in two categories: (a) items that will not be reclassified later in income, and (b) items that will be reclassified later according to determined conditions. The income tax on the items of other comprehensive income will be dealt with likewise. The modifications in IAS 1 are applicable to annual periods beginning on or after July 1, 2012. Presentation of the items of other comprehensive income will be modified appropriated as the changes are adopted in future reporting periods.

IAS 12
The changes to IAS 12 involve an exception to the general principles of IAS 12 in the sense that measurement of deferred tax assets and liabilities is to reflect the tax effects resulting from the manner in which the entity expects to recover the carrying value of an asset. Specifically, according to the changes, it is expected the investment properties measured based on the fair value model under IAS 40 Investment Property be recovered through sale for purposes of measuring deferred taxes, unless the premises are invalidated in determined circumstances. The modifications in IAS 12 are applicable to annual periods beginning on or after January 1, 2012. Management has not yet conducted a detailed analysis of the impact

of applying these Standards, though it does not expect the effects thereof to be material.

The Transition 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, 2011, December 31, 2010 and December 31, 2009.

c.

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.

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 liabilities are initially measured at fair value. Transaction costs directly attributable to the acquisition or issuance of financial assets and liabilities (except financial assets and liabilities recognized at fair value in results) are added to or deducted from the fair value of the financial assets or liabilities, if applicable, after initial recognition. Transaction costs directly attributable to the acquisition of financial assets and liabilities appraised at fair value through profit and loss (FVTPL) are recognized immediately in results. (ii) Current and deferred income tax and social contribution The Companys expenses on the federal corporate income tax (IRPJ) and social contribution on net income (CSLL) encompass both current and deferred taxes. Such income taxes are recognized in the income statement, except in the proportion in which they are related to items recognized directly under stockholders equity or

comprehensive income. In this case, the tax is also recognized in one of the latter two captions. The current IRPJ and CSLL expense is calculated according to the legal tax bases effective in Brazil as of the reporting date, namely 15% plus a surcharge of 10% for taxable income in excess of R$ 240 for income tax and 9% on taxable results for social contribution purposes. The Companys Board periodically evaluates the positions adopted in relation to tax issues that are subject to interpretation and recognizes a provision when there are expectations for payment of IRPJ and CSLL on the tax bases. The deferred IRPJ and CSLL are calculated on temporary differences between the bases for calculation of taxes on assets and liabilities and the carrying values recognized in the financial statements. The rates for such taxes as currently defined for determination of such deferred credits 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 income will be available for use in offsetting the temporary differences, based on projections for future results drawn up and grounded on internal premises and on future economic scenarios that may therefore be subject to alterations. The recoverability of the balance of deferred tax assets is reviewed at the end of each reporting period and, when it is no longer considered probable that future taxable income will be available to permit recovery of all such assets, or part of them, the balance thereof is adjusted to the amount that it is expected will 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 liabilities and assets reflects the tax consequences that would follow from the manner in which the Companys Board expects, at the end of the reporting period, the Company to recover or settle the carrying amount of its assets and liabilities. For purposes of calculating the IRPJ and CSLL, the Company adopted the Transition Tax System (RTT), pursuant to Law No. 11.941/09, that is to say, in determining the taxable income, Management considered the accounting criteria under Law No. 6.404/76 (the previous Brazilian corporation law), prior to the alterations imposed by the new corporation Law (No. 11.638/07). Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred tax assets and liabilities are related to the income taxes levied by the same taxing authority on the taxable entity or different taxable entities when there is the intent to settle the balances on a net basis.

Current and deferred taxes are recognized in results, except when they correspond to items recorded under Other comprehensive income, or directly under Stockholders equity, in which case the current and deferred taxes are also recognized under Other comprehensive income or directly under Stockholders equity, respectively. When current and deferred taxes result from the initial recognition of a business combination, the tax effect is considered in recording the business combination. (iii) PP&E: Company use and rental and operational use

Property, plant and equipment for rental and operational use provides the better part of its revenues, either through simple rental, or rental combined with assembly/dismantling services. The PP&E for Company use consists principally of the installations for equipment storage, offices, betterments, furniture, fixtures and equipment required for functioning of the installations. 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. Subsequent costs are incorporated into the residual value of the PP&E or recognized as a specific item, as appropriate, only if the economic benefits associated with such items are probable and the amounts thereof can be reliably measured. The residual balance of the replaced item is derecognized. Other repair and maintenance work is recognized directly in results when incurred. Depreciation is recorded under the straight-line method, at the rates presented in Note 11 of the financial statements, which take into consideration the estimated useful economic life of the assets. Land is not depreciated. Assets maintained through finance leases are depreciated based on their expected useful life, just as the Companys own assets, or for a shorter period, if applicable, as per the terms of the lease agreement in question. Gains and losses on disposals are determined by comparing the values of the sale with the carrying value and are included in operating results. The residual value and estimated useful life of the assets are reviewed each year and the effect of any changes in the estimates is recognized on a forward-looking basis. (iv) Goodwill

The goodwill resulting from a business combination is recognized at cost as of the business combination date, net of any accumulated impairment losses.

The goodwill is allocated to cash generation units (CGUs) for impairment testing purposes. Allocation is made to CGUs or groups of CGUs that should benefit from the business combination from which the goodwill arose, and such units/groups are identified per business segment. (v) Impairment of assets

PP&E and other noncurrent assets, including goodwill and intangible assets, are reviewed annually to identify evidence of impairment, or further, whenever events or changes in circumstances indicate that the carrying values thereof may not be recoverable. When such is the case, the recoverable amount is calculated to check whether there is a loss. When there is, it is recognized at the amount by which the carrying value of the asset exceeds is recoverable amount, which is the greater of the net sale price and the value of the asset in use. For impairment testing purposes, assets are grouped into the lowest levels for which separately identifiable cash flows exist (CGUs). Non-financial assets, except goodwill, that have become impaired are reviewed for analysis of possible reversal of the impairment as of the reporting date. (vi) Provisions

Provisions are recognized when the Company has a present, legal or non-formalized obligation as a result of past events and it is probable that an outflow of funds will be needed to settle the obligation and a reliable estimate of the amount thereof can be made. The provisions for tax, civil and labor risks are recorded in the amount of probable losses, with due heed being paid to the nature of each provision (according to Note 18 of the financial statement). Based on the opinion of legal counsel, the Companys Management believes that the provisions set up are sufficient to cover any losses on cases underway. The provisions are measured at the present value of the expenditures that should be needed to settle the obligation, with use of a pre-tax rate that reflects current market appraisals of the time value of money and the specific risks of the obligation. The increase in the obligation as a result of the passage of time is recognized as an expense. A provision for onerous contracts is recognized when the expected benefits to be derived from the contract are lower than the inevitable cost of meeting the contractual obligations. The provision is measured at the present value of the lower of the expected cost for terminating the contract and the expected net cost of continuing with the contract. (vii) Stock-based remuneration

Mills offers its employees and executives a remuneration plan based on stock options that are convertible into common shares, whereby the Company receives their services as consideration for the stock purchase options. For further information, see item 13 of

this Reference Form.The fair value of the options granted is recognized as an expense during the period in which the rights vest, during which the specific terms for the vesting rights are to be met. At the reporting date the Company revises its estimates of the quantity of options that are to be vested based on such terms, in order to recognize the impact of the revision of the initial estimates, if any, on the income statement, with a contra entry in the capital reserve under stockholders equity. The amounts received, net of any directly attributable transaction costs, are credited to the capital stock upon exercise of the options. (viii) Revenue recognition

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. Leasing revenue is recognized on a prorated basis in monthly results on a straight-line basis, according to the equipment lease agreements. The Company separates the identifiable components of a single contract or group of contracts in order to reflect the substance thereof, recognizing the revenue from each one of the elements in a manner that is proportional to their fair value. Accordingly, the Companys revenue is divided into leasing, technical assistance, sales and indemnities/recoveries of expenses. Interest income is recognized in a manner proportional to time, taking into consideration the outstanding principal and the effective interest rate over the period to maturity, at which time it is determined that such revenue will be appropriated to the Company. The revenues from dividends from investments made by Mills is recognized when the shareholders right to receive such dividends is established, provided that it is probable that the future economic benefits will flow to the Company and the amount of such revenues can be reliably measured. Revenues, expenses and assets are recognized net of the taxes levied 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, and any flaws and steps taken to correct them

Our management is responsible for establishing and maintaining adequate internal control over financial through a process designed to provide reasonable comfort for the reliability of financial reporting and the preparation of financial statements.

b. Weaknesses and recommendations on internal controls present in the report of the independent auditor
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 divisions 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. 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 (a) the redemption of commercial papers of 90 days issued in March 2011, totaling R$30 million, (b) the investments defined in the expansion plan of Mills, including estimated investments of R$ 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 total capital stock, and (d) general corporate purposes and expenses of the Company.

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 with maturity on December 1st, 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. 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 Management presents below major investments made in the course of the years ended December 31, 2009, 2010 and 2011, and highlight the investment budget for fiscal year 2012.

Investments in 2008, 2009 and 2010

The Company experienced a period of rapid expansion in 2009, 2010 and 2011, due in large part to the investments and geographic expansion of Jahu and Rental division. Companys principal investments in this period are described below:

Heavy Construction Division

In the fiscal years ended by December, 31st, 2009, 2010 and 2011, the Heavy Construction division invested, mainly, in shoring structures and industrialized steel and aluminum formwork, amounting to R$23.5 million in 2009, R$74.3 million in 2010 and R$47.3 million in 2011.

Industrial Services Division

Along the fiscal years ended by December, 31st, 2009, 2010 and 2011, the Industrial Services division invested R$4.6 million, R$25.0 million and R$ 17.3 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 division.

Jahu Division
Over the past three fiscal years ended by December, 31st, 2009, 2010 and 2011, the Jahu Division invested mainly in acquisition of shoring equipment, formwork and suspended scaffolding and industrialized steel and aluminum formwork, having disbursed R$16.0 million in 2009, R$104.0 million in 2010, R$185.0 million in 2011. In 2011, there was the acquisition of GP Sul by R$5.5 million, amouting to R$190.5 million.

Rental Division
In 2009, despite the world macroeconomic scenario being unfavorable for most of the year, the Company continued to implement its strategy of expanding its portfolio of aerial work platforms and telescopic handlers, investing approximately R$30 million in the acquisition of such equipment. In 2010 and 2011, the Company continued to implement its plan of geographic expansion, investing approximately R$130.6 million in 2010 and R$162.8 million in 2011 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 division. The Company intends to finance its investments through (i) cash generated from its own activities, and (ii) indebtedness.
Investments Planned for 2011

In 2012, the Company aims to invest R$127 million in equipment acquisition for all divisions. The budget predicted for 2012 targets the leverage reduction, as measured by the Net Debt/EBITDA indicator, to 1.0x. In case the market continues offering attractive opportunities and the macroeconomic scenario is favorable, the Company may expand our investments for 2012 over the year, as our operating cash flow increases, since we have great flexibility as regards increasing our inventory of equipment, because the time between investment decisionmaking and receiving equipment is around 90 days. The following table sets forth its planned investments for 2012 by division:
Division Heavy Construction Division Industrial Services Division Project Acquisition of equipment, primarily shoring structures and industrialized formwork. Acquisition of equipment, primarily steel and aluminum tubes, aluminum flooring and Mills modules Acquisition of equipment, primarily expanding of its portfolio of shoring structures, industrialized steel and aluminum formwork and suspended access equipment Acquisition of equipment necessary to meet the demand of all existing branches. Acquisition of goods, materials and supplies for the facilities used by each of its divisions, and development and implementation of SAP, integrated software of enterprise resource planning (ERP) in the company. Investiments (in millions of R$) 22 7

Jahu Division

28

Rental Division

53

Corporation

17

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 for part of which orders have already been made.

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. However the Company doesnt realize internally research and development. The Company visits the main national and international fairs of the industrial equipment and construction annually to meet the major 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 doesnt incur expenses related to the research and development. 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. In January 2012, the Company has entered into a exclusive cooperation agreement with Beerenberg Corp. AS (Beerenberg) to produce, sell and install its Benarx product line 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.

Documentation required by article 10 of CVM Instruction 481 (Instruo CVM 481), issued by CVM on December 17 Information contained in items 12.6 to 12.10 of the Reference Form, concerning the nominee or supported by management or controlling shareholders ITEMS 12.6 TO 12.10 OF REFERENCE FORM

(under Article 10 of CVM Instruction no. 481 of December 17th, 2009, the information below refers to candidates nominated by controlling shareholders)

12.6 Administration and members of the Fiscal Council Board of Directors The Companys board of directors is currently comprised of seven members (no alternates), elected at the Extraordinary Shareholders Meeting held on March 12, 2010 and at the Ordinary and Extraordinary Shareholders Meeting held on April 19, 2011. The directors were elected for a two-year term expiring on the date of the Ordinary Shareholders Meeting in 2012. The table below indicates the data of the Board of Directors.
Date of Last Election 03.12.2010 03.12.2010 03.12.2010 03.12.2010 03.12.2010 03.12.2010 04.19.2011 Term of Office 2 years 2 years 2 years 2 years 2 years 2 years 1 year Other Positions No Yes No No No No No Elected by the Controller Yes Yes Yes Yes Yes Yes Yes

Name Andres Cristian Nacht Elio Demier Diego Jorge Bush Nicolas Wollak Pedro Chermont Pedro Malan Jorge M. T. Camargo

Age 69 61 68 50 38 69 57

Profession Business Administration Bachelor of Social Communication Business Administration Executive Engineer Economist Geology and Physical

CPF 098.921.337/49 260.066.507-20 060.903.038-87 057.378.217-22 023.120.657-70 028.897.227-91 114.400.151-04

Title Chairman Vice Chairman Member Member Member Independent Member Independent Member

Starting Date 03.15.2010 03.15.2010 03.15.2010 03.15.2010 03.15.2010 03.15.2010 05.04.2011

Fiscal Council In the ordinary and extraordinary general shareholders meeting held on April 19, 2011, the Fiscal Council was installed as requested by the Company's shareholders and three members and their alternates were appointed. The table below shows the data of the members of the Fiscal Council.
Date of Last Election 2011 Not applicable 2011 2011 Term of Office 1 year 1 year 1 year 1 year 05.04.2011 Other Positions No Yes No No Elected by the Controller Yes Yes Yes Yes

Name Rubens Branco da Silva Daniel Oliveira Branco Silva Eduardo Botelho Kiralyhegy Maria Cristina Pantoja da Costa Faria

Age 61 31 33 35

Profession Lawyer Lawyer Lawyer Lawyer

CPF 120.049.107-63 080.968.467-52 082.613.217-03 886.793.577-15

Title President Alternate Member Alternate

Starting Date 05.04.2011 Not applicable 05.04.2011

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 The Vice Chairman of the Board of Directors Elio Demier participates in the Human Resources Committee.
Date of Last Election Starting Date

Term of Office 05.15.2012 05.15.2012 05.15.2012

Name

Age

Profession

CPF

Title

Othe r posit ions

Elected by Controlling Shareholder

Elio Demier Ramon Nunes Vazquez Cristinna Rebello

61 58 57

Bachelor of Social Communication Engineer Business Administration

260.066.507-20 336.997.807-59 401.196.377.15

Vice Chairman of the Board of Directors Chief Executive Officer Non Statutory Human Resources Director

09.28.2011 09.28.2011 09.28.2011

09.28.2011 09.28.2011 09.28.2011

Yes Yes Yes

Yes 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, he worked for one year as Engineer 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. For the last five years, Mr. Nacht has been the Chairman of the Board of Directors of the Company.

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 has been a member and the Vice-Chairman of the Board of Directors of the Company since 1998, and he served as the Companys Chairman from 1998 to 1999. 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 was Chairman of So Paulo Alpargatas S.A. Mr. Bush has been a member of the Companys Board of Directors since 1998.

Nicolas 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 he is the 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 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 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 Chermont has a degree in Civil Engineering from PUC-RJ and is the funding
partner and portfolio manager of Leblon Equities Gesto de Recursos funds. Mr.

Chermont has 16 years of experience in the Brazilian equity market, having worked 13 years at Investidor Profissional, one of the first independent asset management companies in Brazil, where he managed funds that amounted to approximately U.S$ 1.5 billion. Current chairman of the Board of Directors of BR Home Centers, retail company in the building material sector, and a member of the Board of Directors of Companhia Brasileira de Distribuio (CBD), which is the holding company of Po de Acars group. Mr. Chermont has served as a member of the Companys Board of Directors between July 9, 2007 and August 20, 2008, returning as a member in 2010. In the last five years, Mr. Chermont has been: (i) co-founder of Leblon Equities, being responsible for the investments of its funds (since September 2008), (ii) partner of Investidor Profissional, where he was also responsible for investments its investment funds, (iii) member of the Board of Directors of BR Home Centers (from May 2009 onwards), and (iv) member of the Board of Directors of the Companhia Brasileira de Distribuio, described above (from August 2009 until the present date), beyond the participation of the Board of Directors from Globex and Ponto Frio.com.

Pedro 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 Ph.D. 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 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 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 board of directors of Souza Cruz S.A. (since March 2010), chairman of the advisory board of Unibanco-Itau (since august 2009), member of the board of directors of OGX (since 2008), member of the board of directors of EDP Energias do Brasil (since 2004), has been a member of the board of directors of Globex Ponto Frio (since 2004) and Chairman of the board of directors of Unibanco (from 2004 until 2008).

Jorge M. T. Camargo has been for 36 years in the oil industry. Obtained a degree in
geology from the University of Brasilia and masters degree in geophysics from the University of Texas, worked 27 years in Petrobras in Brazil and abroad, holding various technical and management positions in the Exploration Department, as well as Superintendent of the Rio Grande do Norte and Cear Exploration Districts, General Manager of Petrobras in the UK and a member of the Executive Board as Director of the International Sector. Over the past eight years, worked for Statoil, initially as VicePresident at the headquarter in Stavanger, Noruega, and later as president of Statoil in

Brazil. In 2010 redirected his professional activities to consulting, corporate boards, serving currently as consulting in Satatoil and in the boards of Karoon Oil and Gas, Deepflex, Energy Ventures, Iposeira O&G and the Brazilian Oil Institute (IBP). Over the past five years, none of the members of the Companys 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. 12.8.2 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 Tax Consultants 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 is graduated in Law from Pontifical Catholic University of
Rio de Janeiro (PUC-Rio) in 2004 and postgraduated in Business Law with emphasis in Tax Law from Getulio Vargas Foundation (FGV). Mr. Daniel has been the law manager at Branco Tax Consultants and member of Branco Lawyers 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.

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

b. (i) members of the Board of Directors, Executive Board and Fiscal Council and (ii) members of management of entities controlled by Mills, either directly or indirectly
There is no relationship, marriage or relatedness up to the second degree between the administrators of the Company and any of the indicated in items "a" and "b" above.

c. (i) members of management of entities controlled by the company, either directly or indirectly; and (ii) Millss 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 Company 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: Jytte Kjellerup Nacht/ CPF: 289.858.347-20 Corporate name of the issuer company, controlled or controlling: Nacht Participaes S.A. / CNPJ: 27.109.446/0001-05 Title: Director and shareholder Type of relationship: Husband/Wife -------------------------------------Administrator of the Company or Controlled 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 S.L./ CNPJ: 14.740.333/0001-61 Title: Controlling company and shareholder

Type of relationship: brother

d. (i) members of the Board of Directors, Executive Board and Fiscal Council and (ii) Millss direct or indirect controlling shareholders
There is no relationship, marriage or relatedness up to the second degree between the officers of the Company and any of the indicated in items "a" and "b" above. 12.10 Subordination, rendering of services or control relationships for the previous three fiscal years between administrators and:

a. b.

Controlled entities, either directly or indirectly by the company Direct or indirect controlling shareholders of the company; and

Mr. Rubens Branco, by the society Tax Consultants Ltda., provided in the last three fiscal years legal, accounting and tax services to Mr. Andres Cristian Nacht and Nacht Participaes S.A.. Mr. Daniel Oliveira Branco Silva, by the society Tax Consultants Ltda., provided in the last three fiscal years legal, accounting and tax services to Mr. Andres Cristian Nacht and Nacht Participaes S.A..

c. In case its relevant, supplier, client, debtor or creditor of the Company or its controlled or controlling shareholders
Not applicable because no information about subordinate relationships, service or control maintained over the past three fiscal years, among the administrators of the Company and any of the persons indicated in items "a" to "c" above.

Documentation required by article 11 of CVM Instruction 481 (Instruo CVM 481), issued by CVM on December 17 2009 Amendment of the bylaws: (i) copy of the By-laws, with the proposal to amend highlighted, and (ii) detailed report to the origin and justifications for the proposed amendments and analyzing its judicial and economic effects

BY-LAWS OF MILLS ESTRUTURAS E SERVIOS DE ENGENHARIA S.A.

CNPJ: 27.093.558/0001-15 NIRE: 33.3.0028974-7 A Publicly Held Company

PROPOSAL TO AMEND THE BY-LAWS The Board of Directors of Mills Estruturas e Servios de Engenharia S.A., submits for the appreciation of the Shareholders, at the next Extraordinary Shareholders Meeting to be held by the Company, a proposal to amend the By-Laws, specifically with respect to the following Articles: Article 1; Article 2; the main clause of Article 14 and Article 28. For the purposes of the provisions in Article 11 of CVM Instruction 481 of December 17, 2009 (ICVM 481), the Administration clarifies that: (i) The amendment of Article 1 of the By-Laws refers to the adaption of the text to exclude the phrase if installed referring to the Companys Fiscal Council, since, upon approval of the amendment addressed in item "4", this will become a body with permanent functions; (ii) The amendment of Article 2 of the By-Laws refers to the change in corporate purpose to include the activities of surface treatment, passive protection against fire, cargo handling, inspection and nondestructive testing, manufacturing, assembly and commercialization of its own products for activities in its corporate purpose, and consulting services and sales of engineering projects, which will be developed by the Company, in addition to the existing ones, in order to allow the exploitation of new business opportunities; (iii) The amendment of the main clause of article 5 of the By-Laws, to conform to the resolutions of the Board of Directors passed on July 27, 2011, September 23, 2011, October 24, 2011, January 24, 2012 and February 28, 2012, which approved increasing capital within the authorized capital limit, observed that such matter does not constitute in new capital increase, but only redaction adjustment of the By-Laws due to the capital increase already approved by the Board of Directors;

(iv) The amendment of the main clause of article 14 of the By-Laws, to conform to the new redaction of article 146 of Law 6,404 of December 15, 1976, as amended by Law 12,431, from June 27, 2011, which no longer requires that members of the board of directors must be shareholders of the Company; (v) The amendment of Article 28 of the By-Laws, to deliberate the creation of a permanent Fiscal Council for the Company, in order to maintain the ongoing commitment of the administration with the best corporate governance practices; and (vi) The amendment of Article 47 of the By-Laws, to conform to the new redaction of the BM&FBOVESPA Market Arbitration Chambers Regulations (Regulamento de Cmara de Arbitragem do Mercado da BM&FBOVESPA), for its determination. Furthermore, to attend to the provision in Article 11 of ICVM 481, the following comparison shows the current redaction of the Companys by-laws and highlights the proposed amendments: CURRENT VERSION PROPOSED VERSION

CHAPTER ONE NAME, PURPOSE, HEADQUARTERS AND DURATION 1st Article The Company is named MILLS ESTRUTURAS E SERVIOS DE ENGENHARIA S.A. and shall be governed by these By-Laws, by Law 6.404 of December 15, 1976, as amended (the Brazilian Corporations Law), by the standards of the Brazilian Securities Commission (the Comisso de Valores Mobilirios, or the CVM) and other applicable legal provisions and by the Regulamento de Listagem do Novo Mercado of

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BM&FBOVESPA S.A.-Bolsa de Valores, Mercadorias e Futuros (Novo Mercado Rules, Novo Mercado and
BM&FBOVESPA, respectively), to which the Company, its shareholders, managers and members of the Fiscal Council, when installed, are subject.

1st Article The Company is named MILLS ESTRUTURAS E SERVIOS DE ENGENHARIA S.A. and shall be governed by these By-Laws, by Law 6.404 of December 15, 1976, as amended (the Brazilian Corporations Law), by the standards of the Brazilian Securities Commission (the Comisso de Valores Mobilirios, or the CVM) and other applicable legal provisions and by the Regulamento de Listagem do Novo Mercado of

BM&FBOVESPA S.A.-Bolsa de Valores, Mercadorias e Futuros (Novo Mercado Rules, Novo Mercado and

BM&FBOVESPA, respectively), to which the Company, its shareholders, managers and members of the Fiscal Council are subject. No Change

Sole Paragraph The provisions of the Novo Mercado Rules shall prevail over the provisions of the by-laws, if

the rights of the offerees of the public offers provided for in these By-Laws are prejudiced. 2nd Article The Companys purpose is: (a) to lease, commercially intermediate and sell, with assembly or not, goods of its own manufacture or as acquired from third parties, including molds, shoring, scaffolding, pressurized dwellings, floors, structures and similar equipment, made out of steel, aluminum, metal, plastic and wood, as well as their related parts, components, accessories and raw materials, (b) to lease, with or without operators, commercially intermediate and sell aerial work platforms and telescopic handlers, to train personnel to operate the equipment, maintain and provide technical assistance on its own equipment or that of third parties, (c) to import and export the abovedescribed goods, including their parts, components and raw materials, (d) to provide painting, sandblasting, thermal insulation, coppersmithing and refractory services including, among other equipment, the access by rope used by industrial scalers, as well as the other services inherent to such activities, (e) to construct structured tent roofing enclosed by plastic or similar tarpaulin, (f) to provide lowvoltage electrical installations, and (g) to participate as a stockholder or quotaholder in other companies or corporations. 2nd Article The Companys purpose is: (a) to lease, commercially intermediate and sell, with assembly or not, goods of its own manufacture or as acquired from third parties, including molds, shoring, scaffolding, pressurized dwellings, floors, structures and similar equipment, made out of steel, aluminum, metal, plastic and wood, as well as their related parts, components, accessories and raw materials, (b) to lease, with or without operators, commercially intermediate and sell aerial work platforms and telescopic handlers, to train personnel to operate the equipment, maintain and provide technical assistance on its own equipment or that of third parties, (c) to import and export the abovedescribed goods, including their parts, components and raw materials, (d) to provide painting, sandblasting, thermal insulation, surface treatment, passive protection against fire, cargo handling, coppersmithing, refractory, inspection and nondestructive testing, including, among other equipment, the access by rope used by industrial scalers, as well as the other services inherent to such activities, as well as manufacturing, assembly and commercialization of its own products for such activities; (e) consulting and sales of engineering projects; (f) to construct structured tent roofing enclosed by plastic or similar tarpaulin, (g) to provide lowvoltage electrical installations, and (h) to participate as a stockholder or quotaholder in other companies or corporations. No Change

3rd Article The Company is headquartered at Avenida das Amricas, 500, bloco 14, loja 108 and

salas 207 and 208, Barra da Tijuca, Shopping Downtown, in the City and State of Rio de Janeiro. Sole Paragraph The Company may establish agencies or branches in Brazil and abroad, at the discretion of the Shareholders Meeting, the Board of Directors or the Executive Board. 4th Article The duration of the Company is indefinite. CHAPTER TWO CAPITAL STOCK 5th Article The capital stock, which is fully subscribed and paid in, is R$ 525,123,806.54 (five hundred twenty-five million, one hundred twenty-three thousand, eight hundred and six reais and fifty-four centavos), represented by 125,495,309 (one hundred twenty-five million, four hundred ninety-five thousand, three hundred and nine) book-entry common shares without par value. Paragraph 1 A subscriber that fails to pay up the shares subscribed by it, in accordance with the terms of the respective subscription bulletin or in accordance with the calls made, shall be in default, by operation of law, under Articles 106 and 107 of the Brazilian Corporations Law, subject to the payment of a fine equivalent to 10% (ten percent) of the total subscription price, plus interest of 12% (twelve percent) per year and a monetary adjustment of the variation of General Market Price Index, as disclosed by the Fundao Getulio Vargas. Paragraph 2 The Board of Directors is empowered to increase the capital stock No Change

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5th 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. No Change

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up to a limit of 200,000,000 (two hundred million) shares, without need of amending the By-Laws or approval by the shareholders, as well as to establish the terms, conditions, issue price and form of paying in new shares to be issued pursuant to this paragraph. Paragraph 3 Within the limit of the authorized capital, the Board of Directors may resolve to issue subscription warrants. Paragraph 4 Under Article 168, Paragraph 3, of the Brazilian Corporations Law, the Companys Board of Directors may grant options to purchase or subscribe shares, in accordance with the stock option programs approved at Shareholders Meetings, to its managers and employees, as well as to the managers and employees of other companies that are directly or indirectly controlled by the Company, without preemptive rights for shareholders upon the grant or exercise of the options, subject to the remaining balance of the authorized capital on the date of the grant of such options to purchase or subscribe shares. 6th Article Each common share shall correspond to the right to one vote on shareholder resolutions. Sole Paragraph The Company shall not issue preferred shares and founders shares (partes beneficirias). 7th Article All the shares of the Company shall be book-entry and deposited with a financial institution authorized by the CVM in a deposit account in the names of their owners. No Change

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Sole Paragraph The cost of transfer and registration, as well as the cost of service relating to the shares in custody may be collected by the depositary institution directly from the shareholder, as may be established in the custodial agreement. 8th Article In accordance with Article 172 of the Brazilian Corporations Law, the Board of Directors, at its discretion, may foreclose or diminish the preemptive right in the issuance of shares, convertible debentures and subscription warrants whose placement is conducted through sales over a stock exchange or by public subscription, or even through an exchange of shares, in a public tender offer for control, as provided by law, within the limit of the authorized capital. CHAPTER THREE SHAREHOLDERS MEETING 9th Article The Shareholders Meeting shall, ordinarily, be held within the first four months of each year, for the purposes provided for in law, and extraordinarily, whenever the corporate interests requires. 10th Article The Shareholders Meeting, called in accordance with the law, shall be presided over by the Chairman of the Board of Directors of the Company (or in his absence, the Vice-Chairman of the Board of Directors) who shall choose, from among those present, one or more secretaries. Paragraph 1 The Shareholders Meeting shall annually determine the aggregate compensation of members of

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the Board of Directors and the Executive Board, wherein the total remuneration shall be distributed by the Board of Directors among its members and the members of the Executive Board. Paragraph 2 In the fiscal year in which the mandatory dividend, set out in Article 31, is distributed to shareholders, a global percentage of up to 10% (ten percent) of net income may be paid to the Board of Directors and Executive Board, which will be shared among its members by resolution of the Board of Directors, provided that the legal limitation is complied with and it is approved at the Shareholders Meeting. 11th Article Shareholders may be represented at the Companys Shareholders Meetings by a proxy appointed less than 1 (one) year prior, who shall be a shareholder or manager of the Company, attorney or financial institution. The supporting document evidencing his commission shall be filed at the Companys headquarters within the maximum period of 48 (forty eight) hours before the date scheduled for each Shareholders Meeting. 12th Article Without prejudice to the other matters provided by law, the Shareholders Meeting shall have exclusive powers to: (a) take the accounts of the managers, examine, discuss and vote on the Companys financial statements; (b) make amendments to these ByLaws; (c) allot stock dividends and decide on No Change

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any reverse splits and splits of shares; (d) elect and dismiss members of the Board of Directors; (e) elect and dismiss members of the Fiscal Council, if installed; (f) institute stock option plan for managers and employees of the Company and its subsidiaries; (g) resolve on the cancellation of registration as a publicly held company before the CVM, pursuant to Chapter VII hereof ; (h) resolve, pursuant to Chapter VII hereof, on delisting from the Novo Mercado; and (i) select, from among a list of three specialized companies indicated by the Board of Directors, one to be responsible for elaborating an appraisal report on the Companys shares, in the event of cancellation of registration as a publicly held company with the CVM and delisting from the Novo Mercado. CHAPTER FOUR MANAGEMENT OF THE COMPANY No Change

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13th Article The Companys management shall be exercised by the Board of Directors and the Executive Board, as provided by law and the dispositions hereof, subject to the provisions of the shareholders agreements duly filed at the Companys headquarters and the standards contained in applicable regulation,

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including as regards the Novo Mercado Rules. Paragraph 1 The functions of members of the Board of Directors and Executive Board may be exercised cumulatively, as provided by law, subject to the limit mentioned in Paragraph 1 of Article 143 of the Brazilian Corporations Law. Paragraph 2 The Company and its managers should, at least once a year, hold a public meeting with analysts and other interested parties to disclose information regarding the Companys economic and financial situation, projects and prospects. Paragraph 3 The managers are not required to give bond or any other security for exercising their office. 14th Article The Board of Directors shall consist of a minimum of 5 (five) and a maximum of 11 (eleven) sitting members, all of whom must be shareholders, all elected and dismissible at a Shareholders Meeting, for a unified 2 (two)-year term of office, and who may be reelected. Paragraph 1 The Board of Directors shall have a Chairman and a ViceChairman to be elected from among its members by the Shareholders Meeting. Paragraph 2 At least 20% (twenty percent) of the members of the Board of Directors shall be Independent Board Members, in accordance with the definition provided for in the Novo Mercado Rules, as expressly stated thus in the minutes of the Shareholders Meeting that elects them. Board Members elected as No Change

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14th Article The Board of Directors shall consist of a minimum of 5 (five) and a maximum of 11 (eleven) sitting members, shareholders or not, resident in Brazil and elected at a Shareholders Meeting, for a unified 2 (two)-year term of office, and who may be reelected. No Change

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provided pursuant to article 141, paragraphs 4 and 5 of the Brazilian Corporations Law shall also be deemed to be independent. When, due to the observation of this percentage, a fractional number of Board Members results, the fractional number shall be rounded off to: (i) the next higher whole number, where the fraction is equal to or greater than 0.5 (five tenths), or (ii) next lower whole number, where the fraction is less than 0.5 (five tenths). Paragraph 3 Under the terms of the Novo Mercado Rules, Independent Board Member shall mean a member of the Board of Directors who: (i) has no connection with the Company, except for an equity interest, (ii) is not a Controlling Shareholder (as defined in Article 32, Paragraph 2, item a herein), spouse or relative to the second degree; is not or has not been over the last 3 (three) years connected with a company or entity related to the Controlling Shareholder (persons linked to public educational and/or research institutions are excluded from this restriction); (iii) has not been over the last 3 (three) years an employee or Executive officer of the Company, of the Controlling Shareholder or of a company controlled by the Company; (iv) is not a direct or indirect supplier/purchaser of services and/or products to/of the Company, in such magnitude as would imply a loss of independence; (v) is not an employee or manager of a company or entity that offers or demands services and/or products to/from the Company, in such magnitude as would imply a loss of independence; (vi) is not a spouse or relative to the second degree of any manager of the Company; (vii) receives no compensation from the Company other than as a executive director (cash income from interest on No Change

capital is excluded from this restriction). A Board Member elected as provided for in Article 141, Paragraphs 4 and 5 of the Brazilian Corporations Law is also considered an Independent Board Member. Qualification as an Independent Board Member shall be expressly stated in the minutes of the shareholders meeting that elects him. Paragraph 4 The investiture of Board Members shall be made by an instrument drawn up in the Book of Minutes of the Meeting of the Board of Directors along with the signature of the respective Terms of Consent of the Managers alluded to in the Novo Mercado Rules, and in compliance with the applicable legal requirements. The Board Members shall remain in office and perform their duties until their replacements are elected, except as otherwise resolved at a Shareholders Meeting. 15th Article The Board of Directors shall meet, ordinarily, every 30 (thirty) days, and, extraordinarily, whenever the corporate interests so require, with the presence of at least half of its members, whenever called by its Chairman, or, in his absence or incapacity, by the Vice Chairman, or by any 2 (two) Board Members. Paragraph 1 Meetings of the Board of Directors shall be chaired by the Chairman of the Board or, in his absence or incapacity, the ViceChairman, or, in the absence or incapacity of both, by the Board Member appointed by the majority of Board Members present at the meeting. Paragraph 2 The call notice for Board of Directors meetings shall be made by correspondence sent under the protocol or Notice of Receipt, or by No Change

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telegram, fax or email, always obeying the minimum period of 5 (five) calendar days in advance. The meeting shall be considered valid, even in cases where the call notice and/or the agenda have not been provided in advance in accordance with the main clause, if all the Board Members are present, and furthermore, if all the Board Members set forth in writing in the minutes of the meeting that the failure to deliver the agenda did not impair their voting at the meeting. The call notice shall be accompanied by all documents and supporting materials necessary for Board Members to properly form their opinion on the matters to be discussed at the meeting in question. In exceptional cases, when the corporate interest so requires, call notices for Board of Directors meetings or their supporting materials may be sent to the Board Members with less time than stipulated above. Such notices or materials, however, shall be sent to the Board Members as soon as possible within a reasonable time for the Board Members to properly form their opinion on the subject in question, stating also the reason for the urgency. Paragraph 3 The Board meetings shall be installed with the presence of at least the majority of its members. The Board Members may attend meetings of the Board of Directors via conference call, video conference or by any other means of electronic communication that permits the identification of Board Members and simultaneous communication with all other persons attending the meeting. They also must confirm their votes through a written statement sent to the secretary of the meeting by letter, facsimile or email shortly after the meeting. Once the statement is No Change

received, the secretary of the meeting shall be vested with full powers to sign the minutes of the meeting on behalf of the Board Members. In addition, a Director who sends his vote in writing to the Chairman of the Board prior to the start of the meeting shall be considered present at a given Board of Directors meeting. Paragraph 4 The minutes of the Board of Directors meetings shall be drawn up in the minutes book, and its decisions shall pass by majority vote of those present. The Chairman shall have a tie-breaking vote in the case of a tie. 16th Article The Board of Directors may create Committees with specific purposes, defining their duties, choosing their members and delegating specific responsibilities to them. 17th Article The Board of Directors has the duties and powers vested in it by law to ensure the smooth operation of the Company, and it is within its exclusive competence to consider and resolve on the following matters: (a) To establish the general orientation of the business of the Company; (b) To approve annual and multi-annual budgets, strategic plans, expansion projects and investment programs of each division of the Company, as well as to monitor their implementation; (c) To appraise the Managements Report and the Executive Boards accounts and resolve on their submission to the Shareholders Meeting; No Change

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(d) To appraise the quarterly results of the Companys operations; (e) To approve the Companys Internal Rules, if deemed convenient, which shall provide for the administrative and functional structure; (f) To appoint and dismiss Officers, as well as define their competence and oversee their management; (g) To distribute among the managers the global remuneration established at the Shareholders Meeting; (h) To empower the Executive Board and, in such cases as it may define, require the prior authorization of the Board of Directors as a condition for the validity of the act, to (i) contract obligations and make investments and divestitures, (ii) waive rights, compromise and discharge, (iii) provide guarantees, and (iv) acquire, alienate or encumber fixed assets; (i) To manifest itself on consolidations, spin-offs, and merger transactions to which the company is a party, as well as its participation in other companies, through investment or acquisition; (j) To approve the execution of any contract or assumption of obligations in excess of R$10,000,000.00 (ten million reais), unless expressly provided for in the Business Plan; (k) To resolve on any restatements, amendments, or additions to shareholders agreements and consortia contracts in which the Company

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participates, as well as to enter into new agreements and/or consortia contracts that address such subjects; (l) To resolve on the issuance of the Companys shares within the limit of the authorized capital, as provided for by Paragraph 2 of Article 5 of these ByLaws; (m) To resolve on the foreclosure or limitation of the preemptive rights of shareholders in capital increases through sales over a stock exchange or by public subscription, or by exchanging shares in a public tender offer for control, as provided by law, within the authorized capital limit under Article 8 hereof; (n) To decide on the issuance of subscription warrants, as provided in Paragraph 3 of Article 5 hereof, including the foreclosure or limitation of the preemptive rights of shareholders, pursuant to Article 8 hereof; (o) To resolve on the purchase of shares of the Company itself for treasury and/or subsequent cancellation or sale; (p) To resolve on granting options to purchase or subscribe shares to managers or employees of the Company or controlled companies, in accordance with plans approved by a shareholders meeting, pursuant to Paragraph 4 of Article 5 hereof; (q) To resolve on the issuance of nonconvertible debentures, as well as with respect to (i) the matters provided for in Article 59, paragraph 1 of the Brazilian Corporations Law that have been delegated by the Shareholders No Change

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Meeting; and (ii) promissory notes and other debt securities not convertible into shares, for public or private distribution, establishing all their terms and conditions; (r) To convene shareholders meetings, manifesting itself in advance regarding any topics on the agenda; (s) To decide, ad referendum of the Shareholders Meeting, on the payment of dividends and interest on the shareholders equity, including interim dividends on account of existing accrued profits or profit reserves; (t) To elect and dismiss independent auditors; (u) To define a list containing three firms specialized in economic appraisal of companies for the preparation of an appraisal report on the Companys shares in the event of a public tender offer for shares (Public Tender Offer) to cancel registration as a publicly held company or delist from the Novo Mercado; (v) To manifest itself in favor or against to any Public Tender Offer for the shares issued by the Company, by means of a substantiated opinion prepared in advance, in which it will manifest itself, at a minimum: (i) on the convenience and timeliness of the offer with respect to the interests of the collection of shareholders and in relation to the liquidity of the securities they own; (ii) on the repercussions of the offering on the Companys interests; (iii) with respect to the strategic plans disclosed by the offeror in relation to the Company; and (iv) other points it deems pertinent, as well as the information required by the No Change

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applicable rules established by the CVM. The opinion shall be disclosed within 15 (fifteen) days of the date of publication of the Public Tender Offer notice; (w) To resolve on policies to avoid conflicts of interest between the Company and its shareholders or its managers, as well as to adopt measures deemed necessary in the event such conflicts arise; and (x) To authorize the negotiation, execution or amendment of contracts of any kind or value between the Company and its shareholders, directly or through intermediary companies. 18th Article The Company shall have an Executive Board consisting of 4 (four) to 11 (eleven) members, including 1 (one) Chief Executive Officer and 1 (one) Chief Financial Officer, and other Officers with no specific designation, and whose duties shall be defined by the Board of Directors. One member of the Executive Board shall act as Investor Relations Officer, pursuant to CVM regulations and subject to the powers set forth in Article 22. The Executive Board Members may be shareholders or others, resident in the country, elected and dismissed by the Board of Directors at any time. Paragraph 1 The Officers term of office is 1 (one) year and may be renewed. When their commissions expire, Officers shall exercise their duties until the appointment and investiture of their successors. Paragraph 2 The investiture of the Officers shall occur upon execution of an instrument drawn up in the Book of Minutes of the Executive Board along No Change

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with the signatures of their Terms of Consent of Managers, pursuant to Novo Mercado Rules, and in compliance with the applicable legal requirements. 19th Article The Executive Board is empowered to: (a) comply with, and cause to be complied with, the Companys general business orientation as established by the Board of Directors; (b) annually prepare and propose the strategic plan, expansion program, investment plans and the annual budget of the Company and, when needed, the multi-annual budget, and their revisions, to the Board of Directors; (c) submit to the Board of Directors all matters for resolution which exceed its limit of authority; (d) prepare, each fiscal year, the Annual Report of the Management and the Financial Statements to be submitted to the Board of Directors and, subsequently, to the Shareholders Meeting; (e) develop and propose policies on corporate social responsibility, such as environment, health, safety and corporate social responsibility to the Board of Directors and implement the approved policies; (f) establish and report to the Board of Directors, within such limits as it may define, the responsibility of each member of the Executive Board to contract obligations, realize investments and divestitures, provide guarantees, No Change No Change

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acquisitions, alienations and encumbrances of assets, whether pertaining to fixed assets or not, waive rights, conduct transactions and grant discharges, and authorize the execution of each of these actions when they exceed the scope of individual Officers; (g) establish, from the scope of authority established by the Board of Directors for the Executive Board, the limits of responsibility throughout the administrative hierarchy of the Companys administrative organization. (h) authorize the opening and closing of branches, agencies, warehouses, representative offices or any other establishment in Brazil and abroad. 20th Article - The specific powers below shall be vested in the Chief Executive Officer, without prejudice to others assigned by the Board of Directors or these By-Laws: (a) To convene and chair meetings of the Executive Board; (b) To maintain permanent coordination between the Executive Board and the Board of Directors; and (c) To comply with and enforce, within his authority, these By-Laws and the resolutions of the Executive Board, the Board of Directors and the Shareholders Meetings. 21st Article Regardless of the opinion of the Board of Directors, the Chief Executive Officer, in case of incapacity or absence, shall appoint one of the other Officers to replace No Change

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him. Sole Paragraph A single person may not act both as the Companys Chief Executive Officer or principal executive and as Chairman of the Companys Board of Directors, except when the Chief Executive Officer post is vacant, in which cases the functions of Chief Executive Officer and Chairman of the Board may be exercised cumulatively by one person for a maximum and non-extendable period of 180 days, in which case such exercise must be specifically disclosed to the market. 22nd Article In addition to other powers that have been assigned to the Investor Relations Officer by the Board of Directors, the Investor Relations Officer shall provide information to investors, the CVM and the stock exchange or Over-the-counter market where the Companys securities are traded, and keep the registration of the Company up-to-date in accordance with the applicable rules of the CVM. 23rd Article Each Officer shall be entitled to one vote at Executive Board meetings. Decisions shall pass by a simple majority of votes. The Chief Executive Officer shall have the tiebreaking vote in cases of ties and, further, the right to veto to any resolution passed at meetings of the Executive Board. 24th Article Except for the cases specified in paragraphs in this Article, the Company is validly bound whenever it is represented by: (a) Two officers, jointly; (b) One Officer jointly with a procurator No Change

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of the Company, within the limits of the powers granted; (c) Only one Officer or one procurator, with specific powers, when it comes to representing it (a) in court, (b) before direct and indirect federal, state and municipal agencies, (c) when the act to be done is part of the normal course of business of a division or department of the Company, provided that such act is performed by the officer responsible for that division or department or by proxy appointed by such Officer, or (d) in emergency situations, to safeguard the interests of the Company; and (d) Two procurators with specific powers, within the limits of the powers granted. Sole Paragraph Subject to the provisions of this article, the Board of Directors may establish powers or specific rules for representing the Company, based on the amounts of obligations contracted, the nature of the acts to be performed or other criteria that meet the corporate interest. 25th Article Acts undertaken by Officers or any of the procurators, agents or employees of the Company, which involve the Company in obligations relating to business or transactions beyond the Companys corporate purposes, such as sureties, endorsements or any other guarantees in favor of third parties, are expressly prohibited, and are null and void with respect to the Company. 26th Article Every power of attorney granted by the Company, besides specifying the powers conferred, shall No Change

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be signed by two Officers and, except those for judicial purposes or for representation in administrative proceedings, shall set forth the period of validity. 27th Article The technical supervision of assembly work will be done by a specialized professional or professionals, registered with the Regional Council of Engineering, Architecture, Agronomy, who, within their technical responsibilities, shall enjoy full autonomy, with no subordination of any kind to officers who are not engineers. CHAPTER FIVE FISCAL COUNCIL 28th Article The Fiscal Council shall not operate permanently, but rather only in the years in which the situation provided for in art. 161 of the Brazilian Corporations Law occurs, and it shall be composed of three sitting members and an equal number of Alternates, whether shareholders or not, resident in Brazil and elected at a Shareholders Meeting, which shall determine their compensation. Paragraph 1 The Fiscal Councils members shall have roles and duties conferred by law and shall be substituted, in their incapacities, absences or vacancies, by their Alternates. Paragraph 2 The Fiscal Councils members and their alternates shall hold office as of the installation of the body until the first Shareholders Meeting held after their election. Paragraph 3 The President of the Fiscal Council shall be chosen at a No Change

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28th Article The Fiscal Council shall operate permanently, and it shall be composed of three sitting members and an equal number of Alternates, whether shareholders or not, resident in Brazil and elected at a Shareholders Meeting, which shall determine their compensation.

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Paragraph 3 The President of the Fiscal Council shall be chosen at a

Shareholders Meeting which resolves on the installation of the body. Paragraph 4 The investiture of the members of the Fiscal Council shall be conditioned on the prior signing of the Term of Consent of the Members of the Fiscal Council, as determined by the Novo Mercado Rules, and in compliance with the applicable legal requirements. Paragraph 5 The call notice for Fiscal Council meetings shall be made by correspondence sent under the protocol or Notice of Receipt, or by telegram, fax or email, always obeying the minimum period of 5 (five) calendar days in advance. The call notice shall be accompanied by all documents and supporting materials necessary for councilors to properly form their opinion on the matters to be discussed at the meeting in question. In exceptional cases, when the corporate interest so requires, call notices for Fiscal Council meetings or their supporting materials may be sent to the Council members with less time than stipulated above. Such notices or materials, however, shall be sent to the Councilors as soon as possible within a reasonable time for the Councilors to properly form their opinion on the subject in question, stating also the reason for the urgency. Paragraph 6 The meeting shall be considered valid, even in cases where the call notice and/or the agenda have not been provided in advance in accordance with Paragraph 5 above, if all the councilors are present. Paragraph 7 The Councilors may attend meetings of the Fiscal Council via conference call, video conference

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or by any other means of electronic communication that permits the identification of Councilors and simultaneous communication with all other persons attending the meeting. CHAPTER SIX FISCAL YEAR 29th Article The fiscal year shall begin on January 1st and end on December 31st of each calendar year. At the end of each fiscal year, financial statements shall be prepared in accordance with relevant legal standards, and shall include (a) a balance sheet, (b) a statement of results for the year, (c) a statement of changes in shareholders equity, (d) a statement of cash flows, (e) statements of value added and (f) explanatory notes to the financial statements, and shall be audited by an independent auditor registered with the CVM. Along with the financial statements, the Board of Directors shall submit a proposal on the allocation to be given to net income to the Annual Shareholders Meeting, in compliance with the provisions hereof and applicable law. 30th Article Accumulated losses, if any, and the provision for income tax and social contribution on net profits, shall be deducted from the result for the year before any participation. From the remaining profits, the participation to be assigned to the managers shall be calculated, if the Shareholders Meeting so determines, pursuant to Article 10, Paragraph 2 hereof. Net income for the year will be allocated as follows: (a) 5% (five percent) shall be applied, before any other allocation, to the Legal Reserve, which shall not exceed No Change

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20% (twenty percent) of the capital stock; (b) a portion, as proposed by administrative bodies, may be allocated to form a Contingency Reserve, pursuant to Article 195 of the Brazilian Corporations Law; (c) a portion, as proposed by administrative bodies, may be retained based on a capital budget previously approved pursuant to Article 196 of the Brazilian Corporations Law; (d) a portion shall be earmarked for paying the mandatory dividend to shareholders, subject to the provisions of Article 31; (e) in the fiscal year in which the amount of the mandatory dividend, calculated in accordance with Article 31, exceeds the realized portion of profit for the year, the Shareholders Meeting may, upon a proposal from the administrative bodies, allocate the surplus to constitute an Unrealized Profit Reserve, subject to the provisions of Article 197 of the Brazilian Corporations Law; and (f) a portion, as proposed by the administrative bodies, may be earmarked to form the Expansion Reserve, subject to the provisions of Paragraph 1 below and Article 194 of the Brazilian Corporations Law. Paragraph 1 The Expansion Reserve has the following characteristics: (a) its purpose is to assure resources to finance additional investments in fixed and working capital and in expanding No Change

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corporate activities; (b) a portion of the net profit for the immediately preceding year corresponding to resources that, at the recommendation of the Board of Directors, are necessary to meet the purposes of item a, whether or not specifically covered in a capital budget, shall be allocated to the Expansion Reserve for each fiscal year, and such allocation is subject to the express approval of shareholders gathered at a shareholders meeting; (c) the maximum limit for the Expansion Reserve is 80% (eighty percent) of the value of the subscribed capital of the Company. The resources that are earmarked for the Expansion Reserve may not exceed 75% (seventy-five percent) of adjusted net income, as provided in article 202 of the Brazilian Corporations Law. Paragraph 2 The Company may prepare semi-annual balance sheets for the purposes specified in Article 204 of the Brazilian Corporations Law. If available profits so allow, at the discretion of the Board of Directors, and upon consultation with the Fiscal Council, if in operation, semi-annual dividends shall be paid. The Company may also, as provided by article 204, 1 of the Brazilian Corporations Law, prepare balance sheets and distribute dividends in shorter periods, provided that the total of the dividends paid in each quarter of the year do not exceed the amount of the capital reserves addressed in 1 of Article 182 of the Brazilian Corporations Law. Paragraph 3 Also by resolution of the No Change

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Board of Directors, after consultation with the Fiscal Council, if in operation, interim dividends may be declared, on account of accumulated earnings or profit reserves existing in the last annual or semi-annual balance sheet. 31st Article The shares representing the capital stock shall receive 25% (twenty five percent) of net income adjusted under the terms of items I and II of article 202 of the Brazilian Corporations Law, as a mandatory dividend for each fiscal year, leaving the balance to the disposition of the Shareholders Meeting that, subject to the legal limitations, shall resolve on their allocation. CHAPTER SEVEN TRANSFER OF CONTROL, CANCELLATION OF REGISTRATION AS A PUBLICLY HELD COMPANY AND DELISTING FROM THE NOVO MERCADO 32nd Article 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 No Change

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securities or rights 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. Paragraph 2 For purposes hereof, capitalized terms shall have the following meanings: (a) Acquiring Shareholder means any person (including, without limitation, any natural person or legal entity, investment fund, condominium, portfolio of securities, communion of interests (universalidade de direitos), or other form of organization, resident, domiciled or headquartered in Brazil or abroad), or Shareholder Groups; (b) Controlling Shareholder has the meaning ascribed to it in the Novo Mercado Rules; (c) Selling Controlling Shareholder has the meaning ascribed to it in the Novo Mercado Rules; (d) Shares in Circulation has the meaning ascribed to it in the Novo Mercado Rules; (e) Control (as well as related terms, Power of Control, Controller, under common Control or Controlled Company) means the power effectively used to guide, No Change

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directly or indirectly, corporate activities and orient the functioning of the bodies of the Company, in fact or by right, regardless of the shareholding interest held. There is a presumption of ownership of Control in relation to a person or Shareholder Group owning shares that assure them an absolute majority of votes of shareholders present at the last three shareholders meetings of the Company, even if they do not own the shares that would assure them the absolute majority of the voting stock. (f) Derivatives means any derivatives that can be settled in shares issued by the Company and/or against payment in cash, traded over an exchange, Over-the-counter market or privately, which are referenced to shares or any other security issued by the Company. (g) Shareholder Group - means a group of two or more persons that are (a) bound by contracts or agreements of any nature, including shareholder agreements, whether oral or written, either directly or through companies Controlled, Controlling or under common Control; or (b) among which there is a relationship of Control, whether direct or indirect; or (c) under common Control; or (d) act representing a common interest. Examples of persons representing a common interest include, without limitation, (i) a person holding, directly or indirectly, a corporate stake equal to or greater than 15% (fifteen percent) of the capital stock of another person, and (ii) two persons having a third investor who holds, directly or indirectly, a corporate stake equal to or greater than 15% (fifteen percent) of the capital stock of the two persons. Any joint ventures, funds or investment clubs, foundations, associations, trusts, condominiums, No Change

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cooperatives, portfolios of securities, communion of interests (universalidades de direitos), or any other form of organization or undertaking, constituted in Brazil or abroad shall be considered part of the same Shareholder Group whenever two or more such entities: (x) are administered or managed by the same entity or by parties related to the same legal entity, or (y) have in common the majority of their managers. (h) Other Corporate Rights means (i) usufruct or trust of the shares issued by the Company, (ii) options to purchase, subscribe or exchange, of any kind, that may result in the acquisition of shares issued by the Company; or (iii) any other right that ensures, on a permanent or temporary basis, political rights or property rights of a shareholder over shares issued by the Company. (i) Economic Value has the meaning ascribed to it in the Novo Mercado Rules. 33rd Article Whosoever comes to acquire the Power of Control over the Company, due to a private stock purchase agreement entered into with the Controlling Shareholder, involving any quantity of shares, shall be obligated to: (a) Carry out the Public Tender Offer referred to in the article above; (b) Pay, under the terms indicated below, the amount equivalent to the difference between the price paid in the context of the Public Tender Offer and the amount paid for any share acquired over a stock exchange in the 6 (six) months prior to the date of acquisition of the Power of Control, as No Change

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duly indexed by the IGP-M/FGV to the date of payment; the amount to be paid by the Acquiring Shareholder shall be distributed among all the persons that sold shares of the Company in the trading sessions in which the Acquiring Shareholder made purchases, proportionally to the daily net seller balance of each, it falling to the BM&FBOVESPA to operationalize the distribution under the terms of its regulations; and (c) Take appropriate measures to restore the minimum free float percentage of 25% (twenty five percent) of the total of the shares of the Company in circulation, within 6 (six) months following the acquisition of Control. 34th Article Any Acquiring Shareholder that acquires or comes to own shares issued by the Company in quantities equal to or greater than 20% (twenty percent) of the total shares issued by the Company shall, within 60 (sixty) days of the date of acquisition or the event that resulted in the ownership of shares in quantities equal to or greater than 20% (twenty percent) of the total shares issued by the Company, carry out or apply for the registration for subsequently carrying out a Public Tender Offer for the totality of the shares issued by the Company, observing the provisions of the applicable CVM regulations, the Novo Mercado Rules, other regulations of the BM&FBOVESPA and the terms of this Article. Paragraph 1 The Public Tender Offer must be: (i) directed indistinctly to all shareholders of the Company, (ii) effected at an auction to be held on the BM&FBOVESPA; (iii) launched at the price determined in accordance with the No Change

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provisions of this Article, Paragraph 2; and (iv) provide for payment of the purchase price of the shares in the offer in cash in local currency, against the acquisition of the shares issued by the Company in the Public Tender Offer. Paragraph 2 The purchase price in the Public Tender Offer for each share issued by the Company may not be less than the greater of: (a) the Economic Value of the share, set in an appraisal report prepared in accordance with the provisions of and following the procedures envisioned in Article 38 hereof; (b) 125% (one hundred twenty percent) of the amount corresponding to the highest monthly average price of the shares issued by the Company trading on the BM&FBOVESPA weighted by the daily trading volume over the 12 (twelve) months preceding the date on which the ownership interest of the Acquiring Shareholder reached the threshold set in the main clause of this article or the date of disclosure of such acquisition to the markets, whichever occurs first; or (c) the highest price paid by the Acquiring Shareholder, during the period of 24 (twenty four) months prior to the Public Tender Offer, for a share or lot of shares issued by the Company. Paragraph 3 The Public Tender Offer referred to in the main clause of this article shall not exclude the possibility of another shareholder of the Company or, as the case may be, of the Company itself, formulating a competing Public Tender Offer, No Change

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pursuant to applicable regulations. Paragraph 4 The Public Tender Offer referred to in the main clause of this article may be waived upon the favorable vote of shareholders gathered at a shareholders meeting especially convened for this purpose, provided that this meeting is attended by shareholders representing at least 30% (thirty percent) of the Companys capital stock, without counting in the calculation of this percentage the shares held by the Acquiring Shareholder referred to in the main clause of this Article. Paragraph 5 The Acquiring Shareholder shall be obligated to attend to any requests or demands from the CVM regarding the Public Tender Offer, within the time limits provided for in applicable regulations. Paragraph 6 In the event that the Acquiring Shareholder fails to comply with the obligations imposed by this Article, including with respect to meeting the deadlines for (i) realizing or requesting registrations of the Public Tender Offer, or (ii) complying with any CVM requests or requirements, the Board of Directors of the Company shall convene an Extraordinary Shareholders Meeting, at which the Acquiring Shareholder shall not vote, to resolve on the suspension of the exercise of the rights of the Acquiring Shareholder that failed to comply with any obligation imposed by this article, as provided in Article 120, of the Brazilian Corporations Law. Paragraph 7 Any Acquiring Shareholder that acquires or comes to own other rights, including (i) Other Corporate Rights to a quantity equal to or greater than 20% (twenty percent) of the total shares issued by the No Change

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Company or which may result in the acquisition of shares issued by the Company in a quantity equal to or greater than 20% (twenty percent) of the total shares issued by the Company, or (ii) Derivatives (a) giving the right to shares of the Company representing 20% (twenty percent) or more of the shares of the Company, or (b) giving the right to receive an amount corresponding to 20% (twenty percent) or more of the shares of the Company, shall also be obligated, within 60 (sixty) days of the date of such acquisition or event, realize or request registration, as the case may be, of a Public Tender Offer, as described in this Article. Paragraph 8 The Public Tender Offer referred to in the main clause of this article, made by an Acquiring Shareholder, shall be automatically waived when such Acquiring Shareholder is required to make the Public Tender Offer discussed in Article 32 above. Paragraph 9 The provision of this Article shall not apply in the event a person becomes an owner of shares issued by the Company in excess of 20% (twenty percent) of the total shares of its issuance due to (i) the merger of another company by the Company, (ii) the share merger of another company by the Company, (iii) the cancellation of treasury shares, (iv) the merger of the Company (or its shares) by another company, (v) the public or private offer formulated by the Company involving an exchange of shares or (vi) the subscription of shares of the Company in a single primary issuance, which has been approved at a shareholders meeting of the Company, as convened by its Board of Directors, and whose proposal for a capital increase has No Change

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determined the pricing of shares issued on the basis of the economic value derived from an economic and financial appraisal of the Company carried out by a specialized entity or firm with proven experience in evaluating publicly held companies. Paragraph 10 For purposes of calculating the percentage of 20% (twenty percent) of the total shares issued by the Company described in the main clause of this article, involuntary increases in equity interests resulting from the cancellation of treasury shares or from reduction of the Companys capital stock by means of cancellation of shares shall not be taken into account. 35th Article The Company shall not register on its books: (a) Any transfer of ownership of its shares to a/the purchaser(s) of the Power of Control or to those that come to hold the Power of Control until this/these shareholder(s) sign the Controllers Term of Consent referred to in the Novo Mercado Rules; and (b) A shareholders agreement that provides for the exercise of the Power of Control, until its signatories sign the Controllers Term of Consent referred to in item a above. 36th Article In the Public Tender Offer to be made by the Controlling Shareholder or by the Company to cancel the registration as a publicly held company, the minimum price to be offered shall correspond to the Economic Value in the appraisal report mentioned in Article 38 hereof, subject to the applicable legal standards and regulations. No Change

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37th Article The application to cancel the registration as a publicly held company with the CVM on the Companys initiative and the delisting from the Novo Mercado must be approved at a Shareholders Meeting. Sole Paragraph If delisting from the Novo Mercado is approved, whether to register the shares for trading outside the Novo Mercado, or in a corporate reorganization in which the resulting company is not admitted for trading on the Novo Mercado, the shareholder(s) holding the Power of Control of the Company shall, within 120 (one hundred and twenty) days of the date of the shareholders meeting that approved such transaction, make a Public Tender Offer for the shares belonging to the other shareholders of the Company, for at least the Economic Value of the shares, calculated in an appraisal report referred to in Article 38 hereof, subject in both cases to the conditions provided in applicable law and in the Novo Mercado Rules. 38th Article The appraisal report referred to in Articles 34, 36 and 37 hereof shall be prepared by a specialized institution or firm with proven experience and independence with respect to the decision-making power of the Company, its managers and Controlling Shareholders. The report shall also meet the requirements of Article 8, Paragraph 1 of the Brazilian Corporations Law, and contain the responsibility provided for in Article 8, Paragraph 6 of the Brazilian Corporations Law. The choice of the specialized institution or firm responsible for determining the Economic Value of the Company is within the exclusive competence of the shareholders meeting, after

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submission of a list of three by the Board of Directors. The respective resolution, not counting abstentions, shall pass by majority vote of the shareholders representing Shares in Circulation present at the shareholders meeting that deliberates on the subject that, if installed on first call, must be attended by shareholders representing at least 20% (twenty percent) of the total Shares in Circulation or that, if installed on second call, may be attended by any number of shareholders representing the Shares in Circulation. The costs of preparing the report shall be fully borne by the offering party. 39th Article If there Controlling Shareholder: is no No Change No Change

(a) Whenever delisting from the Novo Mercado is approved at a Shareholders Meeting, whether to register for trading shares outside the Novo Mercado or for a corporate reorganization as provided for in the Sole Paragraph of Article 37 hereof, the Public Tender Offer shall be effected by those responsible for realizing the Public Tender Offer as established at the Shareholders Meeting, who, being present at such Meeting, shall expressly assume the obligation to realize the offer. (b) In the absence of definition of those responsible for realizing the Public Tender Offer, in the case of a corporate reorganization, in which the securities of the resulting company are not admitted for trading on the Novo Mercado, the shareholders that voted in favor of the corporate reorganization shall realize such offer. 40th Article The delisting of the Company from the Novo Mercado due to the breach of any obligation included in the Novo Mercado Rules, is

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conditioned on the realization of the Public Tender Offer, at, at least, the Economic Value of the shares, to be calculated in an appraisal report, as provided in Article 38 of these ByLaws, subject to the applicable legal standards and regulations. Paragraph 1 The Controlling Shareholder shall effect the Public Tender Offer provided for in the main clause of this Article. Paragraph 2 If there is no Controlling Shareholder and the delisting from the Novo Mercado referred to in the main clause occurs, the following provisions shall be observed: (a) if the non-compliance arises from a resolution of the Shareholders Meeting, the Public Tender Offer shall be effected by the shareholders that voted in favor of the resolution that involved such noncompliance. (b) if the non-compliance arises from an act or fact of the Companys management, the Companys managers shall convene a shareholders meeting whose agenda shall be to resolve how to cure the non-compliance with the obligations included in the Novo Mercado Rules or, as may be the case, resolve on delisting the Company from the Novo Mercado. (c) if the shareholders meeting mentioned in item (b) above involves delisting the Company from the Novo Mercado, such shareholders meeting shall establish those responsible for realizing the Public Tender Offer contemplated in the main clause, who, being present at the meeting, shall expressly assume the obligation to No Change

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realize the offer. 41st Article The formulation of a single Public Tender Offer, pursuing more than one of the purposes specified in this Chapter VII, in Novo Mercado Rules or in the regulations issued by the CVM, is allowed, provided it is possible to make the procedures for all the modalities of Public Tender Offers compatible and there is no harm to the offerees and the authorization is obtained from the CVM when required by applicable law. 42nd Article The Company or the shareholders responsible for conducting the Public Tender Offer referred to in this Chapter VII, in the Novo Mercado Rules or the regulation issued by the CVM may ensure its execution by intermediation of any shareholder, third party and, as appropriate, by the Company. The Company or the shareholder, as the case may be, is not exempt from the obligation to make a Public Tender Offer until it is completed in compliance with the applicable rules. Sole Paragraph Notwithstanding the provisions of Articles 34, 35, 36, 41 and the main clause of this Article 42 hereof, the provisions of the Novo Mercado Rules shall prevail in the event of harm to the rights of offerees mentioned in such Articles. 43rd Article All shareholders or Shareholder Groups are required to disclose acquisitions of shares which, when added to those already possessed, exceed 5% (five percent) of the capital stock of the Company, through notice to the Companys Investor Relations Officer, which No Change

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should contain the information specified in Article 12 of CVM Instruction 358/2002. Paragraph 1 In addition to the main clause of this paragraph, as of the date on which there is no Controlling Shareholder of the Company, any Acquiring Shareholder that directly or indirectly attains a stake in Shares in Circulation equal to or in excess of 5% (five percent) of the capital stock of the Company, and that wishes to acquire more Shares in Circulation, shall be obligated to (i) carry out each new purchase over the BM&FBOVESPA (private trading or Over-the-counter market transactions being prohibited), (ii ) before each new acquisition, give written notice to the Companys Investor Relations Officer and the Floor Trading Officer of the BM&FBOVESPA, through the brokerage firm to be used to acquire the shares, of the quantity of Shares in Circulation that it intends to purchase, at least 3 (three) business days prior to the date for realizing the new acquisition of shares, so that the BM&FBOVESPAs floor trading officer can previously call a purchase auction to be held on the floor of the BM&FBOVESPA, in which interfering third parties and/or the Company itself may participate, subject in each case to the terms of applicable legislation, in particular the applicable regulations of the CVM and the BM&FBOVESPA. Paragraph 2 In the event the Acquiring Shareholder fails to comply with the obligations imposed by this Article, the Board of Directors of the Company shall convene an Extraordinary Shareholders Meeting, at which the Acquiring Shareholder shall not vote, to deliberate on the suspension of the exercise of the rights of the Acquiring Shareholder, as No Change

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provided for in Article 120 of the Brazilian Corporations Law, without prejudice to the liability of the Acquiring Shareholder for losses and damages caused to the other shareholders as a result of the noncompliance with the obligations imposed by this Article. 44th Article Any provisions of this Chapter VII may be amended only at the discretion of the Companys shareholders gathered at a Shareholders Meeting, subject to the provisions of the sole paragraph below. Sole Paragraph On first call, the Shareholders Meeting referred to in the main clause shall be convened on 30 (thirty) days notice. If the quorum required by art. 135 of the Brazilian Corporations Law is not attained, the Shareholders Meeting shall be rescheduled on at least 15 (fifteen) days notice and, in this case, it shall be deemed validly installed in the presence of shareholders representing at least 30% of the capital stock. If said quorums are not attained on either first or second call, the matters on the agenda for the Shareholders Meeting in question shall be deemed rejected. 45th Article The situations omitted in these By-Laws shall be resolved at a Shareholders Meeting and governed in accordance with the provisions of the Brazilian Corporations Law. CHAPTER EIGHT DISSOLUTION, LIQUIDATION AND EXTINGUISHMENT 46th Article The Company shall be dissolved in the cases specified by law, and the Shareholders Meeting shall establish the form of its liquidation by No Change

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appointing the liquidator or liquidators and electing the Fiscal Council, which shall operate during the liquidation period until its closure and consequent extinction of the Company. CHAPTER NINE ARBITRATION 47th Article 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, and the parties may, under such Rules, choose by common accord another arbitration chamber or center to resolve their disputes. CHAPTER TEN MISCELLANEOUS 48th Article The Company, through its managers, shall give effect to the shareholder agreements filed at its headquarters, subject to the provisions of Article 38 hereof, abstaining from registering any transfer of shares contrary to its terms. For all purposes, No Change

47th Article 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.

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the votes cast in contravention of the terms of the shareholders agreements so filed shall not be valid at any Shareholders Meeting, and the Chair presiding shall obligatorily abstain from counting them.

Documentation required by article 12 of CVM Instruction 481 (Instruo CVM 481), issued by CVM on December 17

Information contained in items 13 of the Reference Form

PROPOSAL FOR DIRECTOS REMUNERATION The proposal of remuneration of the members of the Board of Directors and Executive Officers for the fiscal year 2012, totaling R$ 10,671,000 (ten million, six hundred and seventy one thousand reais), was approved in the Minutes of the Board of Directors Meeting held on March 19th, 2012. ADDITIONAL INFORMATION INDICATED IN THE ITEM 13 OF THE REFERENCE FORM 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 amount discretionary determined by the general meeting with no regarding 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. As part of total remuneration discretionary 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 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 enable it to hire and guarantee that the qualified professionals required remain in management positions 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: The Fiscal Council was installed at the Ordinary Shareholders Meeting held on April 19, 2011. In accordance with the management proposal for the ordinary and extraordinary general shareholders meeting convened by the Company on April 20th, 2012, shall be submitted to the shareholders the proposal to transform the Fiscal Council on a permanent body, with three members and their alternates. 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. Human Resources Committee: The members of the Human Resources 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 directors, officers 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 adequately compensate Committee members for time spent in office, except by those who are already paid by the Company to its directors or employees. The Human Resources Committee members will be entitled to remuneration equivalent to 50% of the monthly remuneration of members of the Board of Directors. Committee members who are directors, officers or employees of the Company are not entitled to remuneration. The remuneration of members of committees may be amended at any time by the Board of Directors. The purpose of this remuneration policy is adequately compensate Committee members for time spent in office, except by those who are already paid by the Company to its directors or employees.

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 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 sales. The comparison with the market remuneration is carried out by market research conducted by consulting firm hired or through database purchased from a consultant. In 2010 and 2011, the Company conducted market research with companies Saliby RH and Towers Watson, respectively. Additionally, the Company uses the database with market remuneration from the consulting company Mercer. For the Board of Directors of the Company (and the Human Resources Committee), the remuneration, fixed and/or variable (the last as bonus), is discretionary determined by the general meeting with no regarding 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. 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 includes medical assistance, life insurance, vehicle leasing and food vouchers, with the aim of complementing the social welfare benefits offered. The comparison with the market remuneration is carried out by market research conducted by consulting firm hired or through database purchased from a consultant. In 2010 and 2011, the Company conducted market research with companies Saliby RH and Towers Watson, respectively. Additionally, the Company uses the database with market remuneration from the consulting company Mercer. Members of the Board of Directors, Fiscal Council and Human Resources Committee are not entitled to any direct and indirect benefits.

Profit-sharing and bonus

Granted to statutory directors and non-statutory directors, the profit-sharing aim is 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 regarding with the remuneration policy applicable to officers and other employees of the Company, have the same goal.

Members of the Fiscal Council and Human Resources Committee are not entitled to participate in the profit-sharing and bonus of the Company.

Stock options or subscription to shares

Granted exclusively to statutory directors and non-statutory directors, the stock option and 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 Human Resources Committee are not entitled to stock option and 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 2011 were:
Pro-labor and wage Board of Directors Executive Officers Human Resources Committee Fiscal Council 84% 67% 100% 100% 6% % Compared to the total compensation amount paid to Direct and Profit Grant of indirect benefits Bonus sharing options 16% 9% 18%

Total 100% 100% 100% 100%

(iii) The 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 thus readjusted annually at the normal levels to account for the loss in currency value. In terms of the profit-sharing program granted to statutory directors and non-statutory directors, and bonus, granted to members of Board of Directors, this plan is based on the aggregate economic value, which consists of the adjusted net profit deducted from shareholder obligations. If positive, 25% of the Economic Value Added (EVA) will be distributed to our management and employees, and whose share will be defined in an increasing manner in accordance with their hierarchical level in the Company and results obtained by their respective divisions. i.e. in a proportion of 50% based on the divisions results that the manager or employee in question is linked to and 50% based on the result of our Company as a whole. In 2010 the Company distributed R$13.8 million related to 2009 results, in 2011 the Company distributed R$17.5 million related to the results of 2010, and in 2012 will be distributed R$7.9 million for the results of 2011. Regarding 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 in the Company's shares with resources obtained from

the profit sharing program described above. Additionally, the Board of Directors may distribute stock options or subscription of discretionary shares to statutory directors and non-statutory directors, that is, independent of the investment in the Company's shares with resources obtained from the profit sharing program described above, based on performance merit and/or outcome. For the Board of Directors of the Company (and the Human Resources Committee), the remuneration is discretionary determined by the general meeting with no regarding 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. 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 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 Human Resources Committee and the Fiscal Council, the remuneration paid by the Company is fixed, in amount discretionary determined by the general meeting, in case of Board of Directors (and the Human Resources Committee), and according to the law, in case of Fiscal Council. The remuneration of the member of these bodies has no regard 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 member of the Board of Directors, the variable portion is justified by the Companys focus on results and the aim of aligning management interests with those of the 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 at capital invested in the Company at book value multiplied by the weighted average of each capital of the Company. The variable portion of remuneration is determined from the economic value generated in the Company and in the division, 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 profitsharing in 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 paid monthly 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 is aligned with the medium-tolong-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 the Human Resources Committee), the remuneration is fixed in amount discretionary determined by the general meeting with no regarding 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. 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, 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 isnt 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 Board of Directors Number of members Annual fixed compensation Salaries or pro-labore fees Direct and indirect benefits Compensation for participation in Committees Other Variable Compensation Bonus Profit share Compensation for participation in meetings Commissions Other Post-employment benefits Employment cessation benefits Stock-based compensation Total Compensation 750,000 100,000 2,236,000 2,000,000 1,700,000 10,135,000 345,700 750,000 2,000,000 100,000 1,700,000 12,716,700 1,136,700 249,300 4,345,000 660,000 1,430,000 260,700 85,000 5,742,400 660,000 1,764,300 7 Board of Executive Officers 5 Fiscal Council 3 Total 15

Year ended December 31, 2011 Board of Directors Number of members Annual fixed compensation Salaries or pro-labore fees Direct and indirect benefits Compensation for participation in Committees Other Variable Compensation Bonus Profit share Compensation for participation in meetings Commissions Other Post-employment benefits Employment cessation benefits Stock-based compensation Total Compensation 168,162 33,632 1,300,754 523,747 1,121,894 6,126,759 144,000 168,162 523,747 33,632 1,121,894 7,571,513 850,800 65,000 183,160 3,038,949 354,261 1,087,908 120,000 24,000 4,009,749 354,261 65,000 1,295,068 6.75 Board of Executive Officers 5 Fiscal Council 3 Total 14.75

(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.

Year ended December 31, 2010 Board of Directors Number of members Annual fixed compensation Salaries or pro-labore fees Direct and indirect benefits Compensation for participation in Committees Other Variable Compensation Bonus Profit share Compensation for participation in meetings Commissions Other Post-employment benefits Employment cessation benefits Stock-based compensation Total Compensation 133,952 808,472 1,859,254 353,734 6,194,421 133,952 1,859,254 353,734 7,002,893 639,520 35,000 2,628,940 445,814 906,679 3,268,460 445,814 35,000 906,679 7 Board of Executive Officers 4.5 Fiscal Council Total 11.5

Year ended December 31, 2009 Board of Directors Number of members Annual fixed compensation Salaries or pro-labore fees Direct and indirect benefits Compensation for participation in Committees Other Variable Compensation Bonus Profit share Compensation for participation in meetings Commissions Other Post-employment benefits Employment cessation benefits Stock-based compensation Total Compensation 246,400 22,568 566,952 1,615,110 2,522,000 6,406,910 246,400 1,615,110 22,568 2,522,000 6,973,862 248,320 49,664 2,269,800 2,518,120 49,664 2 Board of Executive Officers 4 Fiscal Council Total 6

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:
Board of Directors Compensation Year ended December 31, 2009 2010 2011 2012(1) (in thousands of R$, except number of members) 2 7 7 7

Number of Members Profit share Minimum amount estimated by compensation plan Maximum amount estimated by compensation plan Amount estimated by the compensation plan if preestablished goals are met Amount actually acknowledged in the formal results

0 25% of EVA 246.4

0 25% of EVA 134.0

0 25% of EVA 168.1

0 25% of EVA Not Applicable

Board of Executive Officers Remunerao

Number of Members Profit share Minimum amount estimated by compensation plan Maximum amount estimated by compensation plan Amount estimated by the compensation plan if preestablished goals are met Amount actually acknowledged in the formal results
1 2

Exerccio social encerrado em 31 de dezembro de 2009 2010 2011 2012(1) (in thousands of R$, except number of members) 4 4.5(2) 5 5

0 25% of EVA 1,615.1

0 25% of EVA 1,859.3

0 25% of EVA 523.7

0 25% of EVA Not Applicable

Compensation provided for the fiscal year to end on December 31, 2012. 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 31st of 2011, the Company had a single stock option plan for the benefit of its managers, these being the Plano de Opes de Compra de Aes 2011, as described below. This plan will remain for the fiscal year 2012, with no expectation for the creation of new plan this year. Until December 31st of 2011, a total of 51,251 options had been exercised associated with this plan, with 879,509 previously granted purchase options remaining.

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. The Board of Directors approved (i) on March 11th, 2010, the Companys Program 1/2010 Stock Options Plan (1/2010 Program); and (ii) on March 25th, 2011, the Program 1/2011 Stock Options Plan (1/2011 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; and (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. 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. 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 Company directors. e. How the plans promote the alignment between management and the Company interests at short, mid and long term: The plan aligns the interests of management, the Company, and shareholders by means of the benefits offered to the beneficiaries based on the performance of shares in the Company. Through this plan, the Company seeks to stimulate expansion, the scope and implementation of the Companys social objectives and the retention of the beneficiaries, looking ahead to gains made through their commitment to long-term results and short-term performance.

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 in our capital stock. In addition, the aim of the plan is to grant share purchase options in an amount that does not exceed 1.5% of shares in our total capital every 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, 2011, 51,251 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, 2011, 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. Additionally, the Board of Directors approved grants within the 1/2010 and 1/2011 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

The price of the ordinary shares to be acquired by the beneficiaries by exercising their option rights will be determined by the Companys Board of Directors or committee based 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, corrected for inflation by the IPCA (ndice de Preos ao Consumidor Amplo), and deducting the value of dividends and shareholders equity per share paid by us from the stock option date. For the 1/2010 Program, the exercise price of the options will be based on the value of the shares launched at our Initial Public Offering to distribute

shares issued by the Company (R$11.50), corrected for inflation by the IPCA, deducting the value of dividends and shareholders equity per share paid by the Company from the stock option date. Regarding the 1/2011 Program, the exercise price of the options will be (i) the average share price acquired according to brokerage invoice sent by the beneficiary to the Board of Human Resources of the Company (R$ 19.28), (ii) corrected for inflation by the IPCA, 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 shareholders equity per share paid by the Company 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.
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 files 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 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 2010 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 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 for just 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 with no just 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 the above 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. 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 31st, 2011.

On December 31st of 2011

Board of Directors Board of Executive Officers Fiscal Council

Number of Shares 3,122,941 1,336,161

Percentage (%) 2.48% 1.06%

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 2009, 2010 and 2011 and the estimated impact for 2012. The Companys Board of Directors does not have stock based compensation.
Plano Especial Top Mills(1)
Number of Members of the Board of Executive Officers Grant Date Number of granted options Number of non-redeemable options Number of redeemable options Deadline for options to become redeemable Deadline for redeeming options 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 Not redeemed throughout accounting reference period Redeemed within accounting reference period Expired within accounting reference period Fair option price on grant date Potential dilution in the event of exercise of all options granted(6) 2009 3rd Grant 3 01/01/09 92,854 269,726(2) Immediately after IPO (3) 4 years after IPO(3) 3 years after the end of Fiscal Year 2010 3 269,726(2) 2011 2012 -

269,726

R$1.99(4) R$911.826(5) 0.31%

R$2.08(4) R$2.18(4) 0.22%

1. All options of the plan have been granted. There were no stock options granting in 2010 and 2011 and no stock options granting in 2012. 2. 88,436 options regarding the first grant on 01/01/2008 and 88,436 options regarding the second grant on 07/01/2008. 3. Initial public offering of distribution of shares conducted by the Company in April 2010. 4. Book value for the fiscal year ended 12.31.2008, corrected by the IPCA since January 2008. 5. Fair value of R$9.82 per share. Calculation premises available in item 13.9(b). 6. 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.

Plano de Opes de Compra de Aes 2010

1/2010 Program Number of Members of the Board of Executive Officers Grant Date Number of granted options Number of non-redeemable options Number of redeemable options() Deadline for options to become redeemable Deadline for redeeming options 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 Not redeemed throughout accounting reference period Redeemed within accounting reference period Expired within accounting reference period Fair option price on grant date Potential dilution in the event of exercise of all options granted(3) 2009 2010 1st Grant 4 05/31/2010 495,236 495,236 25% by year, from the date of Grant 05/31/2016 2010 2nd Grant 1 07/05/2010 43,478 43,478 25% by year, from the date of Grant 07/05/2016 2011 5 404,035 83,428 2012 5 269,357 218,106

51,251

R$1,911,611 0.40%

R$238,694 0.03%

R$11.65

R$12.22

R$ 12.05 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 first grant and R$5.49 per share for the second 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 and at the end of fiscal year 2011, the total number of shares was equal to 125,656,724.

1/2011 Program Number of Members of the Board of Executive Officers Grant Date Number of granted options Number of non-redeemable options Number of redeemable options() Deadline for options to become redeemable Deadline for redeeming options 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 Not redeemed throughout accounting reference period Redeemed within accounting reference period Expired within accounting reference period Fair option price on grant date Potential dilution in the event of exercise of all options granted(3)

2009

2010

2011 1st Grant 5 04/16/2011 392,046 392,046 25% by year, from the date of Grant 04/16/2017 -

2012 5

294,035 98,011

R$2,575,742 0.31%

R$19.77

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 2011, the total number of shares was equal to 125,656,724.

13.7 With respect to outstanding options for the Board of Directorsand the Board of Executive Officers at the closing of the last accounting reference period

Board of Executive Officers

Fiscal Year ended December 31, 2011 1/2010 Program Number of members Non-Outstanding options Number Deadline for options to become redeemable Deadline for redeeming options Grace period for stock transfer Fair option price on the last day of the fiscal year Outstanding options Number Deadline for options to become redeemable Deadline for redeeming options Grace period for stock transfer Fair option price on the last day of the fiscal year Fair option price on the last day of the fiscal year 83,428 05.31.2016 R$12.05 R$607,227 R$3,920,799 R$1,842,616 83,428 05.31.2016 R$12.05 R$607,227 R$5,763,415 455,286 134,678 options become redeemable each year until 2013 05.31.2016 R$3,313,572 392,046 98,011 options become redeemable each year until 2014 04.16.2017 R$1,842,616 847,332 Until 2014 04.16.2017 R$5,156,188 5 1/2011 Program 5 Total 5

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 12/31/2011 2010 Stock Option 2010/1 Program 2 51,251 R$12.05 R$281,881 51,251 R$12.05 R$281,881

Number of Members Redeemable Options Number of shares Pondered average price within accounting reference period Total value of the difference between the exercise value and market value of shares related to options exercised1 Shares Granted Number of granted shares Pondered average price of acquisition Total value of the difference between the exercise value and market value of shares related to options exercised 1

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 Plano Especial CEO Number of Members Redeemable Options Number of shares Pondered average price within accounting reference period Total value of the difference between the exercise value and market value of shares related to options exercised1 Shares Granted Number of granted shares Pondered average price of acquisition Total value of the difference between the exercise value and market value of shares related to options exercised 1 119.782 R$2,18 R$2.200.395 269.726 R$2,18 R$4.954.867 389.508 R$2,18 R$7.155.262 119.782 R$2,18 R$2.200.395 269.726 R$2,18 R$4.954.867 389.508 R$2,18 R$7.155.262 1 Plano Especial Top Mills 3 Total 4

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.

There were no option exercised by the Executive Officers in the fiscal year ended in December 31st, 2009.

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
In pricing the equity component cost of the plan the applicable volatility, risk-free rates and stock prices were determined for each plan, based on valuations of 6.6 times EBITDA, less net debt in the plan period. The Black-Sholes-Merton Model was used to calculate the fair values. The Company classified the plans granted in 2009 as compound instruments, as they include a debt component (right/possibility of receiving payment in cash if there is no public offer) and a capital component (right/possibility of receiving payment by an equity instrument in the event of a public offer) in which the settlement choice is beyond the control of the Company and the beneficiary. Calculation of the fair value of the debt amount took into account how much the Company would disburse, the current value, according to the EBITDA multiple mentioned above, weighted by the probability of the occurrence of a public share offer. The resulting amount is recorded in long-term liabilities. The public offer took place on April 14, 2010, and there is therefore no debt amount as from that date. 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) 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 2009

Fiscal year ended on December 31st from (in thousand R$) Calculation of fair value EBITDA EBITDA multiple Net debt (1) Fair value Fair value per share
(1)

2009 157,650 1,040,510 182,363 858,147 9.82

2010 N.A. N.A. N.A. N.A. N.A.

2011 N.A. N.A. N.A. N.A. N.A.

Composed of loans and short and long term financing, net cash and cash equivalents

Plans granted in 2010

Calculation of fair value Grant Date Exercise price Weighted average share price Expected volatility1 Expected option life (days) Dividend yield Risk-free interest rate Fair value per share at the end of 2010 Exercise price Weighted average share price Expected volatility1 Expected option life (days) Dividend yield Risk-free interest rate Fair value per share at the end of 2010 Exercise price Weighted average share price Expected volatility1 Expected option life (days) Dividend yield Risk-free interest rate Fair value per share 1 Based on the Companys historical EBITDA 1st Grant (05/31/2010) R$11.50 R$11.95 31% 1,461 1.52% 6.60% R$3.86 R$11.65 R$20.55 34.92% 1,247 1.71% 6.08% R$10.49 R$12.22 R$17.55 38.68% 882 1.06% 4.81% R$7.27 2nd Grant (07/05/2010) R$11.50 R$14.10 31% 1,461 1.28% 6.37% R$5.49 R$11.59 R$20.55 34.92% 1,282 1.71% 6.08% R$10.56 R$12.16 R$17.55 38.68% 917 1.06% 4.83% R$7.37

Plans granted in 2011

Calculation of fair value

1st Grant (04/16/2010)

Grant Date Exercise price R$19.28 Weighted average share price R$21.08 Expected volatility1 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 2010 R$6.57 Exercise price R$19.77 Weighted average share price R$17.55 Expected volatility1 38.68% Expected option life (days) 1,202 Dividend yield 1.06% Risk-free interest rate 4.94% Fair value per share R$4.70 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 Directorsand the Board of Executive Officers The Company does not sponsor or pay Private Pension Funds for the members of the the Board of Executive Officers and members of the Fiscal Council. 13.11 Administrators Average Compensation

Compensation 2009

Year ended December 31, 2010 2011 (in R$, except when number of members) 7 179,236 90,000 115,496 4,5 1,974,725 1,067,751 1,376,566 N/A N/A N/A 6,75 261,336 180,732 192,704 5 2,009,980 687,584 1,232,078 3 48,000 48,000 48,000

Board of Directors Number of members Highest individual compensation value Lowest individual compensation value Average individual compensation value Board of Executive Officers Number of members Highest individual compensation value Lowest individual compensation value Average individual compensation value Board of Fiscal Council Number of members Highest individual compensation value Lowest individual compensation value Average individual compensation value
_______________________________________________

2 328,476 238,476 283,476 4 3,412,435 841,613 1,525,534 N/A N/A N/A

(1) (2) (3)

In 2009, the Board members Andres Cristian Nacht, Nicolas Wollack and Gustavo Felizzola renounced to their compensation. This way, only two members were paid by the Company in 2009. 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. Not applicable because the fiscal council was installed in April 2011

The Companys Fiscal Council installed on April 19th, 2011. 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 Board of Directors Board of Executive Officers Fiscal Council 2009 20% 2010 20% 2011 16% -

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 Board of Directors Board of Executive Officers Fiscal Council 2009 95 2010 (em R$ mil) 125 2011

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 2009, 2010 and 2011. 13.16 Other relevant information There are no additional relevant information than the ones mentioned above.

Annex to article 13 of CVM Instruction 481 of December 17, 2009 Information regarding Stock Option plan The information presented below refers to, as indicated, the Stock Option Plan approved at the extraordinary general shareholder meeting held on February 8th, 2010 (Plan), and the proposed amendment of its item 6.1, to be submitted to the ordinary and extraordinary general meeting convened for the day April 20, 2012 (Amendment Proposal). For more information about the previously granted purchase options under the Plan, see item 13 of the Companys Reference Form and information required by Article 12 of CVM Instruction 481 of December 17, 2009, presented in the Administration Proposal. 1. Provide copy of the proposed plan Appendix A to this Annex 13 contains the full and revised text of the Plan, already contemplating the changes as a result of the Amendment Proposal. 2. Inform the main features of the Proposed Plan, identifying:

a. Potential beneficiaries
May be elected as beneficiaries of being granted the right to buy the Companys shares in accordance with the Plan the administrators and employees in a position of command of the company or other companies under its control (Beneficiaries). The determination of the beneficiaries, as well as the number of options to be granted to each, is made by the company's Board of Directors, on an annual basis or when it sees convenient. See item (d) below

b. Maximum number of options to be granted c. Maximum number of shares covered by the plan
Each option granted under the Plan gives the respective Beneficiary the right to purchase or subscribe for one common share, book-entry shares and with no par value representing capital of the Company. Thus, the maximum number of shares covered by the plan corresponds to the maximum number of options to be granted. Stock options granted under the Plan may have rights to purchase a number of shares not exceeding 5% of the total capital of the company throughout the duration of the Plan, considering in this calculation all options already granted under the Plan, exercised or not, except those which have been terminated and not exercised, as long as the total number of shares issued or which may be issued under the plan is always within the limit of authorized capital of the Company. The plan has as target, to grant options over a number of shares that do not exceed, in each year, 1% of the shares of Companys capital on the date of the approval of this Plan. Nevertheless, the Board of Directors or, as the case may be, the Committee

especially created to advise him in the administration of the Plan (Committee), has broad discretion to grant options below or beyond this goal (observing the global limit of the Plan), where they consider that such change meets the interests of the Company. In the fiscal years ended December 31, 2010 and 2011, 538,714 and 392,046 options were granted under the plan, respectively, giving the right to subscribe/purchase the same number of shares representing the capital of the company in 0.74% in March 20, 2012.

d. Purchase conditions
Annually, or when it sees appropriate, the company's Board of Directors determines the Beneficiaries in favor of whom are granted stock options under the Plan, the number of shares that may be acquired in the exercise of each option, the exercise price of each option and the conditions of payment, deadlines and conditions for the exercise of each option and any other condition relating to such options. The granting of stock options under the Plan is held by celebrating stock option contracts between the company and the Beneficiaries, which must specify, without prejudice to other conditions determined by the Board of Directors or by the Committee (as applicable): (a) the number of shares object of granting; (b) the terms and conditions for entitlement to the exercise of the option; (c) the deadline for exercising stock options; and (d) the exercise price and terms of payment (Option Contract). The Board of directors or the Committee (as the case may be) may impose terms and conditions for the exercise of an option, and impose restrictions on transfer of shares acquired on exercise of the options, and can also reserve for the Company repurchase options and/or preference rights in case of disposal by the Beneficiary of these shares. Option Contracts are individually established for each Beneficiary, and the Board of Directors or the Committee (as the case may be) to establish different terms and conditions for each Option Contract, without application of any rule of isonomy or analogy between Beneficiaries, even finding themselves in situations similar or identical.

e. Detailed criteria for determination of exercise price

Except in the case of the first grant of options made under the Plan for which the exercise price was set based on the value of issue of the Company's shares in its initial public offering of shares the exercise price of options granted under the Plan is set by the Board of Directors or by the Committee (as the case may be), taking into consideration: (i) in the case the options to be granted have as consideration the purchase of shares issued by the Company by the Beneficiary, the value of the stock equity of the shares on December 31 of the tax year immediately preceding the date of the award; or

(ii) in other cases, the value corresponding to the average share price of the Company of the same species from those on which the option is referenced in BMFBOVESPA S.A.- Bolsa de Valores, Mercadorias e Futuros, weighted by volume, during the fiscal year immediately preceding the date of the award. Regardless of the criteria be adopted for defining the exercise price, this will be restated in accordance with IPCA (Broad consumer price index), published by the Brazilian Institute of geography and statistics, or for another index that will be determined by the Board of Directors or by the Committee (as the case may be), and deducted from the value of dividends and interest on stockholders ' equity per share declared by the Company on the date of the award.

f. Criteria for establishing the deadline for the exercise

The options granted under the Plan may be exercised, in full or in part, provided that they observe the time limits indicated in the table below and the other terms and conditions contained in the respective Option Contracts:
Threshold (as from the granting of options) From the 1 to the 12 month From the 13 to the 24 month From the 25 to the 36 month From the 37 to the 48 month From the 49 to the 72 month Percentage of shares which may be acquired by the exercise of options 0% 25% 25% (and the excercised in the 25% (and the excercised in the 25% (and the excercised in the remaing options that were not past period) remaing options that were not past period) remaing options that were not past period)

The options that were not exercised within the time limits and under the conditions stipulated shall be considered automatically extinguished, without indemnity, subject to the maximum period of duration of the option, which shall be six years from its grant. The Beneficiary who wants to exercise their option to purchase shares must notify the Company in writing of their intention to do so and indicate the quantity of shares they wish to purchase, in accordance with the model notification as published by the Board of Directors or by the Committee (as the case may be).

g. Form of liquidating the options

The options granted under the Plan give their holders the right to subscribe to and/or purchase shares representing the Companys capital, against payment of the price thereof issuing or acquisition, as the case may be, up to an amount corresponding to the exercise price of each option. So, with the purpose to satisfy the exercise of stock options granted under the Plan, the Company may, at the discretion of the Board of Directors: (a) issue new shares within the limit of authorized capital; or (b) sell shares held in Treasury.

Since its commencement, all options granted were settled through the subscription of new shares, capital increase, within the limit of authorized capital of the Company.

h. Criteria and events that, when verified, will cause suspension, amendment or termination of the plan
The Board of Directors or the Committee (as the case may be) can determine the suspension of the right to the exercise of options, where verified situations which, under the law or regulations in force, restrict or prevent the stock trading on the part of the Beneficiaries. Any significant legal change regarding corporate regulations, listed companies, in labor law and/or to fiscal tax effects of a stock option plan, may lead to a full review of the Plan. In addition, the general shareholders meeting of the Company may revise the Plan at any time, and the Board of Directors, in the interests of the company and its shareholders, may revise the terms of the Plan, provided that they do not alter its basic principles. The Plan was effective on February 8, 2010, date of its approval by the General Meeting of the Company, and may be terminated at any time by decision of the General Meeting. Termination of the validity of the plan will not affect the effectiveness of the options still in force granted based on it. 3. Justify the proposed plan, explaining:

a. The main objectives of the plan

The Plan aims to allow administrators or employees of the Company or other companies under its control, subject to certain conditions, to acquire shares of the Company, seeking: (a) stimulate the expansion, the success and the achievement of social goals of the company; (b) align the interests of the shareholders of the Company to directors and employees of the Company or other companies under its control; and (c) provide to the Company or other companies under its control bound by attracting and retaining directors and employees. The Amendment Proposal aims to (a) increase the attractiveness potential of the Plan, in line with the general objectives outlined above, and (b) allow, flexing the criteria for fixing the issue price, that the increased attractiveness of the Plan is obtained with less dilution of shareholders of the Company, once to provide a potential financial gain, may also be granted fewer options.

b. How the plan contributes to these objectives

The granting of stock options under the Plan for the benefit of directors and other employees is a way to encourage them to conduct Company business successfully, stimulating entrepreneurial culture and oriented to results, aligning the interests of directors with those of shareholders, insofar as shareholders, the beneficiaries benefit from an increase in the share price on the market.

c. How the Plan falls within the remuneration policy of the company

For directors and other employees of the Company, its remuneration policy aims at attracting and ensure continuity and appropriate remuneration of highly skilled professionals. The fixed portion of remuneration of Directors comprises direct and indirect benefits and salary for officers and non-statutory directors. Added to the fixed remuneration, there is a variable component, which consists of the Cmpany's profit sharing and stock options to purchase or subscription of shares issued, held under the Plan. For more information, see item 13 of the company's Reference form.

d. How the plan aligns the interests of the beneficiaries and the company in the short, medium and long term
The granting of stock options, generally, aligns the interests of medium and long term to encourage the Administration to conduct successfully the Company's business, stimulating entrepreneurial culture and results oriented, as both the shareholders and the directors benefit from improvements in income and increases in stock market price. The establishment of a waiting period of which the options cannot be exercised (threshold), ensures that this alignment occurs in the short, medium and long term. 4. Estimate the costs of the company arising from the plan, according to the accounting rules that treat this subject In the fiscal years ended December 31, 2010 and 2011, the Company's costs arising from the plan were R$820,655.00 and R$ 1,359,877, respectively. For the fiscal year 2012, the Company estimates the costs with the Plan, R$1,919,806, considering the shares already granted.

Appendix A Stock Option Plan

The present Stock Option Plan of MILLS ESTRUTURAS E SERVIOS DE ENGENHARIA S.A. (Company), approved at the Extraordinary General Shareholders meeting held on February 8, 2010, and with approved amendments by the Extraordinary General Shareholders meeting held on April 20, 2012 (Plan), establishes the general conditions for granting options to purchase shares of Company pursuant to article 168, 3rd paragraph, from Law n 6,404/76. 1. Plan Objectives

1.1. The Plan has as objective, allow 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. 2. Eligible beneficiaries

2.1. May be elected as beneficiaries of the stock option plan according to the Plans term the administrators and employees in a leadership position in the Company or other companies under its control ("Beneficiaries"). 3. Plans Administration

3.1 The Plan will be administrated by the Companys Board of Directors, which may, according to restrictions set forth in Law, establish a committee specifically created to assist him in administrating the Plan ("Committee"). 3.2 Obeying the general conditions of the Plan and the guidelines established by the Extraordinary General Shareholders meeting, the Companys Board of Directors will have broad powers to take all necessary and appropriate measures for the administration of the Plan, including: (a) the creation and application of general rules on the granting of options according to the terms of the Plan and the solution of interpretation doubts of the Plan; the establishment of goals related to the managers and employees performance of the Company or other companies under its control, in order to establish objective criteria for the beneficiaries election; the election of the Plans Beneficiaries and the authorization to grant stock options in their favor, establishing all of the options conditions to be granted,

(b)

(c)

as well as the modification of such conditions when necessary to adjust to the options law terms, rule or supervening regulation; and (d) the issuance of new shares from the Company within the authorized capital limit or the sale of shares from treasury to meet the exercised stock options granted according to the Plan.

3.3 Exercising its authority, the Board of Directors shall be subject only to the limits established by law, the rules of the Securities Commission and the Plan, being understood that the Board of Directors may treat differently officers and employees of the Company or other companies under its control that are in similar situation, not being bound by any rule of equality or analogy, to extend to all the conditions that it deems applicable only to one or some. 3.4 The deliberations of the Companys Board of Directors or the Committee (depending on the case) have binding force on all of the Companys matters regarding the Plan. 4. Granting of Options

4.1. Annually, or whenever it deems appropriate, the Companys Board of Directors determines the Beneficiaries for whom should be granted options according to the Plans terms, the number of shares that may be acquired through the exercise of each option, the exercise price of each option and the conditions of its payment, the terms and exercise conditions of each option and any other conditions relating to these options. 4.2. The granting of the stock options according to the Plans terms is performed by entering into granting contract agreements between the Company and the Beneficiaries, which shall specify, without harming other determined conditions by the Board of Directors or the Committee (according to the case): (a) the amount of granted shares; (b) the terms and conditions to acquire the right of exercising the option, (c) the deadline for exercising the stock option, and (d) the exercise price and payment terms ("Option Agreement"). 4.3. The Board of Directors or the Committee (according to the case) may impose terms and/or conditions for exercising the option, and impose restrictions on transfer of shares acquired through exercise of options and can also reserve for the Company to repurchase options and/or preemptive rights in case of transfer by the Beneficiary of those shares. 4.4. The Option Agreements will be individually designed for each Beneficiary, enabling the Board of Directors or the Committee (according to the case) establish terms and differentiated conditions for each Option Agreement, without the necessity of applying any rule of equality or analogy between the Beneficiaries, even if they are in similar or identical situations. 4.5. The granted stock options according to the Plan, as well as the exercise by the Beneficiaries, do not have any relationship or are linked to their remuneration, fixed or variable, or any profit sharing.

4.6. Without prejudicing any contrary provision contained in the Plan or Option Agreement, the granted options according to the terms of the Plan will all automatically be cancelled in the following cases: (a) on the complete and full exercising of the same; (b) after the option term has expired; (c) through the rescission of the Option Agreement; (d) if the Company is dissolved, liquidated or files for bankruptcy; or (e) in the cases specified on item 8.2 of this Plan. 5. Shares Subjected to the Plan

5.1 The granted stock options according to the Plan may confer rights of purchase on a number of shares that do not exceed 5% (five percent) of shares from the Companys capital stock throughout the whole term of the Plan, computing in this calculation all options already granted under the Plan, exercised or not, except those that have been extinct and not exercised, provided that the total number of issued shares or expected to be issued under the Plan is always within the limit of the Company's authorized capital. Granted stock options issued by the Company until December 31 2009, are not subjected to the Plan or its limits. 5.2. It is hereby determined that the Plan will have as a goal, to grant options over a number of shares that do not exceed, annually, 1% (one percent) of shares from the Companys capital stock on the date of approval of this Plan. However, the Board of Directors or, according to the case, the Committee, will have broad discretion to grant options below or beyond this target (according to the Plans overall limit), whenever they deem that such a change is in the best interests of the Company. 5.3. With the purpose to satisfy the exercise of stock options granted under the Plan, the Company may, at the discretion of the Board of Directors: (a) issue new shares within the limit of authorized capital; or (b) sell shares held in Treasury. 5.4. Shareholders do not have right of preference in granting or exercise of stock option under the Plan, according stated in article 171, 3rd paragraph of Law 6,404/76. 5.5. The acquired shares by the exercised stock options under the Plans terms will retain all of the relevant rights to their kind, except as provided in item 6.2.1. below, as well as possible contrary statement established by the Board of Directors. 6. Shares Subjected to the Plan

6.1 Except on the provisions of item 6.1.1 below, the exercise price of options granted under the Plan is set by the Board of Directors or by the Committee (as the case may be), taking into consideration: (i) in the case the options to be granted have as consideration the purchase of shares issued by the Company by the Beneficiary, the value of the stock equity of the shares on December 31 of the tax year immediately

preceding the date of the award; or (ii) in other cases, the value corresponding to the average share price of the Company of the same species from those on which the option is referenced in BMFBOVESPA S.A.- Bolsa de Valores, Mercadorias e Futuros, weighted by volume, during the fiscal year immediately preceding the date of the award. Regardless of the criteria be adopted for defining the exercise price, this will be restated in accordance with IPCA (Broad consumer price index), published by the Brazilian Institute of geography and statistics, or for another index that will be determined by the Board of Directors or by the Committee (as the case may be), and deducted from the value of dividends and interest on stockholders ' equity per share declared by the Company on the date of the award. 6.1.1. Exceptionally, on the first granting, the exercise price of the options will be based on value of the Company's stock issuance, when the first public distribution of shares issued by the company, restated according to the IPCA (Broad consumer price index), 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), deducting the value of dividends and interest on equity per share paid by the Company from the stock option date. 6.2 The exercise price shall be paid by the Beneficiaries in the forms and time limits determined by the Board of Directors or by the Committee (as the case may be). 6.2.1. While the exercise price is not paid in full, the shares acquired in the exercise of the option under the Plan may not be transferred to third parties, unless prior authorization of the Board of Directors, hypothesis in which the proceeds from the sale will be intended first and foremost for Beneficiary debt discharge towards the Company. 7. Exercise of options

7.1 The options granted under the Plan may be exercised, in full or in part, provided that they observe the time limits indicated in the table below and the other terms and conditions contained in the respective Option Contracts:
Threshold (as from the granting of options) From the 1 to the 12 month From the 13 to the 24 month From the 25 to the 36 month From the 37 to the 48 month From the 49 to the 72 month Percentage of shares which may be acquired by the exercise of options 0% 25% 25% (and the excercised in the 25% (and the excercised in the 25% (and the excercised in the remaing options that were not past period) remaing options that were not past period) remaing options that were not past period)

7.1.1. The options that were not exercised within the time limits and under the conditions stipulated shall be considered automatically extinguished, without

indemnity, subject to the maximum period of duration of the option, which shall be six years from its grant. 7.2 The Beneficiary who wants to exercise their option to purchase shares must notify the Company in writing of their intention to do so and indicate the quantity of shares they wish to purchase, in accordance with the model notification as published by the Board of Directors or by the Committee (as the case may be). 7.2.1 The company will inform the Beneficiary within 2 (two) working days from the receipt of the communication referred to in item 7.2. above, the exercise price to be paid, based on the number of shares reported by the Beneficiary, and the administration of the Company take all necessary measures to formalize the purchase of the shares object of the exercise. 7.3. The Board of directors or the Committee (as the case may be) may determine the suspension of the right to the exercise of options, where verified situations which, under the law or regulations in force, restrict or prevent the stock trading on the part of the Beneficiaries. 7.4. No Beneficiary will have any of the rights and privileges of a shareholder of the Company until their option is fully exercised, pursuant to the Plan and its Option Contract. No share shall be delivered to the holder due to the exercising of the option unless all legal and regulatory requirements have been fully met. 8. The company's shutdown Hypotheses of resignation of the Company its effects 8.1. 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 8.2. below. 8.2. (a) If, at any time during the validity of the Plan, the Beneficiary: 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 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;

(b)

leaves the Company as a result of being fired for just 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; leaves the Company as a result of being fired with no just 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; 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; 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

(c)

(d)

(e)

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. 8.3. Despite the above item, the Board or Committee (according to the case) can, at their exclusive criteria, whenever they deem that 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. 9. Plan threshold

9.1. The Plan will take effect on the date of its approval by the General Shareholders Meeting of the Company and may be terminated at any time, by resolution of the General Shareholders Meeting. The termination of the Plan will not affect the effectiveness of options still in effect granted bases on it. 10. General arrangements

10.1. The granting of options under the Plan will not prevent the Company from engaging in operations of corporate reorganization such as transformation, merger, demerger or merger of shares. The Board of Directors of the Company and the companies involved in such operations may decide by equity, at its discretion, determine, without prejudice to other measures: (a) the replacement of the shares of a purchase option, shares or other securities issued by the successor company of the Company, (b) the anticipation of the acquiring the right to exercise the option to acquire the shares in order to ensure the inclusion of the corresponding shares in the transaction in question, and / or (c) payment in amount of money that the beneficiary would be entitled under the Plan. 10.2. If the number, type and class of shares on the date of approval of the Plan may be amended as a result of bonuses, stock splits, reverse splits or conversion of shares of one class into another species or conversion into shares or other securities issued by the Company , the Board of Directors of the Company or the Committee (as applicable) shall perform the corresponding adjustment in the number, type and class of shares subject to options granted and the respective exercise price, to avoid distortions in the implementation of the Plan, including the purposes of item 5 of the Plan and within the limits of the Plan. 10.3. No arrangements of the Plan or option granted under the Plan will grant any Beneficiary the right to remain as an administrator and/or employee of the Company, or to interfere in any way in the right of the Company, at any time and subject to legal conditions and contract, to terminate the contract of employment of the employee and/or discontinue the mandate of the administrator.

10.4. Each Beneficiary shall expressly agree to the terms of the Plan by written declaration, without any exception, as defined by the Board of Directors or the Committee (as appropriate). 10.5 The Board of Directors, on behalf of the Company and its shareholders interests, may revise the terms of the Plan, as long as that does not change its basic principles. 10.6 Any legal change regarding the regulation of corporations to publicly held companies, labor legislation and/or tax effects of a stock option plan, may lead to a complete review of the Plan. 10.7 The options granted in accordance with this Plan are personal and not transferable, so the beneficiary cannot, under any circumstances, give, transfer or otherwise dispose of any third party options, or the rights and obligations attached to them. 10.8 Omitted cases will be regulated by the Board of Directors or the Committee (as appropriate), consulted when he deems it is appropriate, the General Meeting. Any option granted under the Plan shall be subject to all terms and conditions here established, terms and conditions shall prevail in case of inconsistency regarding provisions of any contract or document mentioned in this document.

Annex 20 to CVM Instruction 481 of December 17, 2009 Information relating to withdrawal rights

1. Describe the event that entailed or will entail withdrawal and its legal basis
Under the terms of Article 137 of Law 6.404 of December 15, 1976 (the Brazilian Corporations Law), a withdrawal right will be guaranteed to owners of shares issued by Mills, as registered at March 21, 2012 (excluding transactions occurring that day), which timely and formally manifest their dissent with respect to the change in Mills corporate purposes, if approved at Mills Extraordinary Shareholders Meeting to be held April 20, 2012, at 16:00, at Mills headquarters.

2. Report the shares and classes to which withdrawal applies

Any withdrawal right would be applied to all the shares issued by Mills.

3. Provide the date of the first publication of the call notice for the shareholders meeting, as well as the date of the communication of the material fact referring to the deliberation that entailed or will entail withdrawal
The call notice for the Extraordinary Shareholders Meeting that will deliberate the change to Mills corporate purposes will be published in Valor Econmico magazine and in the Dirio Oficial do Estado do Rio de Janeiro in editions on March 21, 22 and 23, 2012.

4. State the period for exercising the withdrawal right and the date that will be considered for effects of the determination of the owners of the shares that may exercise the withdrawal right
Express manifestations will be deemed timely if received within 30 days of the date of publication of the minutes of the Extraordinary Mills Shareholders Meeting that resolves on the change in corporate purposes.

5. Provide the amount of reimbursement per share or, if it is not possible to determine this in advance, the estimate of the administration with respect to this amount

For purposes of the exercising the withdrawal right, the amount to be paid as reimbursement to Mills dissident shareholders will be R$5.86 per share, as detailed in item 6 below.

6. Provide the method reimbursement

of

calculating

the

amount

of

the

The calculation of the amount of reimbursement due to Mills dissident shareholders will be based on the amount of Mills shareholders equity per share, calculated at December 31, 2011 (the date of the latest balance sheet published by Mills), as below:
As of December 31, 2011

Shareholders Equity Quantity of Shares Shareholders Equity per Share

R$ 736,140,279.99 125,656,724 R$ 5.86

7. Report if shareholders will have the right to request the preparation of a special balance sheet
Dissident Mills shareholders will be guaranteed the right to claim the preparation of a special balance sheet, under the terms of 2 of article 45 of the Brazilian Corporations Law. If such special balance sheet is claimed, the dissident shareholder will immediately receive 80% of the reimbursement amount calculated based on the balance sheet at December 31, 2011 (the date of the latest balance sheet published by Mills), and the remainder, if any, will be paid by Mills within 120 days of the date of the resolution of the Extraordinary Shareholders Meeting that deliberates the change of corporate purposes.

8. If the amount of reimbursement is determined through an appraisal, list the specialized experts or companies recommended by the administration
Not applicable. The reimbursement amount has not been determined by appraisal. 9. In the case of a merger, stock-swap merger or combination involving parents and subsidiaries or companies under common control

Not applicable. The withdrawal right is not due to merger, stock-swap merger or combination involving parents and subsidiaries or companies under common control.

a. Calculate the share exchange ratio based on the net worth at market prices or other criterion accepted by the CVM b. Report whether the share exchange ratios provided in the transaction protocol are less advantageous than those calculated in accordance with item 9(a) above c. Provide the reimbursement amount calculated based on the net worth at market prices or other criterion accepted by the CVM 10. Provide the equity value of each share calculated in accordance with latest approved balance sheet
The equity value of each share calculated in accordance with the latest balance sheet published by Mills, at December 31, 2011, is R$ 5.86.

11. Provide the trading price of each class or type of shares to which withdrawal applies in the markets on which they are traded, identifying:
Stock
MILS3

Exchange
BM&FBovespa

Class
ON

Currency
R$

i. The minimum, average and maximum trading price for each of the last 3 (three) years
Minimum R$ 10.10 R$ 14.49 R$ 16.97 Average(2) R$ 16.74 R$ 19.22 R$ 21.38 Mximum R$ 25.30 R$ 23.77 R$ 23.78

2010 2011 2012(3)

(1)

( )

As of April 16, 2010, initial trading date of the Companys shares in BM&FBOVESPA. (2) Weighted average trading volume (3) Considering the trading date until March 19, 2012

ii. The minimum, average and maximum trading price for each quarter in the last 2 (two) years
Minimum R$ 10.10 Average(2) R$ 11.73 Mximum R$ 13.99

2Q10

( )

3Q10 4Q10 1Q11 2Q11 3Q11 4Q11

(1)
(2)

R$ R$ R$ R$ R$ R$

13.40 16.65 17.13 18.06 16.56 14.49

R$ R$ R$ R$ R$ R$

15.44 20.97 19.83 20.75 19.94 16.70

R$ R$ R$ R$ R$ R$

17.13 25.30 23.27 23.49 23.77 18.95

Since April 16, 2010. Weighted average trading volume.

i. The minimum, average and maximum trading price for each month in the last 6 (six) months
2011 / 2012 September October November December January February
(2)

Minimum R$ 17.33 R$ 16.50 R$ 14.49 R$ 15.55 R$ 16.97 R$ 21.00

Average(2) R$ 19.51 R$ 17.64 R$ 16.22 R$ 16.41 R$ 19.37 R$ 22.25

Mximum R$ 22.30 R$ 18.95 R$ 17.92 R$ 18.33 R$ 21.68 R$ 23.34

Weighted average trading volume

ii. The average trading price over the last 90 (ninety) daysotao mdia nos ltimos 90 (noventa) dias
Average(2) Last 90 days (1) 11/8/2011 a 3/19/2012
(1) (2)

R$ 19,20

Last 90 trading days. Weighted average trading volume.