PROTOCOL AND JUSTIFICATION OF THE MERGER OF GP ANDAIMES SUL LOCADORA LTDA. BY MILLS ESTRUTURAS E SERVIOS DE ENGENHARIA S.A.

By this present instrument, and under the best terms of the law, the Parties: MILLS ESTRUTURAS E SERVIOS DE ENGENHARIA S.A., a publicly held corporation (sociedade annima) headquartered at Avenida das Amricas 500, bloco 14, loja 108, salas 207 and 208, Barra da Tijuca, Shopping Downtown, in the City and State of Rio de Janeiro, registered with the CNPJ/MF under n. 27.093.558/0001-15, in this act represented as provided in its bylaws (Mills); and GP ANDAIMES SUL LOCADORA LTDA., a limited liability company headquartered in the City of Porto Alegre, in the State of Rio Grande do Sul, at Rua Conselheiro Travassos, 344, So Geraldo, registered with the CNPJ/MF under n 10.903.119/0001-28, in this act represented as provided in its articles of association (GP Sul); in observance of the provisions in articles 224 and 225 of Law 6.404 of December 15, 1976, as amended (the Brazilian Corporations Law); article 1.116, 1 of article 1.117 and article 1.118 of Law 10.406 of January 10, 2002, as amended (the Civil Code); and CVM Instruction n. 319 of December 3, 1999, as amended (CVM Instruction 319), resolve to execute this Protocol and Justification of the Merger of GP Andaimes Sul Locadora Ltda. by Mills Estruturas e Servios de Engenharia S.A. (the Protocol and Justification), to govern the terms and conditions applicable to the transaction, which shall remain conditioned on the approval of their respective quotaholders and shareholders. 1. CONDITIONS OF THE MERGER

1.1 The purpose of this Protocol and Justification is the merger of GP Sul by Mills, its only quotaholder, in accordance with articles 224 and 225 of the Brazilian Corporations Law and article 1.116 and 1 of article 1.117 of the Civil Code (the Merger). Due to the Merger, GP Sul will be extinguished and succeeded by Mills in all its rights and obligations, pursuant to Clause 5 of this Protocol and Justification. 1.2. On the date hereof, Mills Board of Directors approved the convocation of an extraordinary shareholders meeting to deliberate (i) the ratification of the designation of the Valuation Company (as defined below) to proceed with the valuation of the net equity of GP Sul, in accordance with Clause 4 below, (ii) this Protocol and Justification, (iii) the Valuation Report (as defined below), (iv) the Merger, and (v) other matters of interest to Mills. On the date such

shareholders meeting is held, Mills, as sole quotaholder of GP Sul, will decide, as provided in 3 of article 1.072 of the Civil Code, with respect to items (i)-(iv) above. 1.3 Also on the date hereof, the Board of Directors should submit approval of the Merger to the analysis of Mills Fiscal Council, pursuant to article 163, item III of the Brazilian Corporations Law.

2. JUSTIFICATION OF THE MERGER MOTIVES AND PURPOSES OF THE TRANSACTION 2.1 On May 27, 2011, Mills executed with the former quotaholders of GP Sul a Quota Purchase Agreement, acquiring the totality of the quotas of GP Sul (the Acquisition of GP Sul). In light of the Acquisition of GP Sul, in which Mills became the sole quotaholder of GP Sul, this Merger seeks to optimize and centralize the activities developed by GP Sul under Mills administration, thereby generating increased operational rationalization and consequently reducing costs. 2.2. The Merger will also allow the tax benefit from amortizing the goodwill booked by Mills in light of the Merger, in the amount, at May 31, 2011, of R$ 4,731,720.72 (four million, seven hundred thirty-one thousand, seven hundred and twenty reais and seventy-two centavos) (the Goodwill), at a rate of up to 20% (twenty percent) per year, as of fiscal year 2011. The tax benefit to be derived from the amortization of the Goodwill will be realized for the benefit of all Mills shareholders, indistinctly, as contemplated in CVM Instruction 319, and will permit improved cash flow at Mills, since the amortization of the Goodwill constitutes a deductible expense from the basis for calculating Imposto de Renda and Contribuio Social sobre o Lucro Lquido, under the terms of articles 7 and 8 of Law 9.532/97. Taking advantage of the above Goodwill amortization expense will not negatively affect the flow of dividends to be paid to Mills shareholders. 3. CAPITAL STOCK

3.1 Since Mills is the sole quotaholder of GP Sul, there will be no change in Mills capital stock and no new shares will be issued due to the Merger. All the quotas issued by GP Sul will be cancelled due to the Merger and the extinction of GP Sul. GP Sul has no shares representing the capital stock of Mills.

4.

CRITERIA FOR ASSESSING THE NET WORTH OF GP SUL

4.1 To appraise the net worth of GP Sul, the specialized company Deloitte Touche Tohmatsu Auditores Independentes, established at Avenida Presidente Wilson n 231, 22 andar, Centro, Rio de Janeiro RJ, registered with the CNPJ/MF under n 49.928.567/0002-00 and with the CRC2SP under n 11.609/O-8 F RJ (the Valuation Company), was indicated as responsible for preparing the valuation report needed to implement the Merger (the Valuation Report), which forms part of this Protocol and Justification for the due purposes of the law, as Annex I. The indication of the Valuation Company must be ratified by the shareholders meeting and quotaholders meeting of Mills and GP Sul, respectively, which will also approve the Valuation Report. 4.2 The net worth of GP Sul, to be added in its entirety to Mills, is fully recorded in Mills books as equity pick-up, and was assessed at its book value, taking into consideration the amounts on GP Suls balance sheet at May 31, 2011, prepared in accordance with the accounting principles provided for in applicable corporate law, and audited by Deloitte Touche Tohmatsu Auditores Independentes. According to the Valuation Report, the quotaholders equity of GP Sul was appraised at R$768,279.28 (seven hundred sixty-eight thousand, two hundred seventy-nine reais and twenty-eight centavos). 4.3 The equity variations of GP Sul subsequent to the base date of May 31, 2011 will be booked by Mills and reflected directly on its financial statements, once the Merger is approved. 5. OTHER TERMS AND CONDITIONS OF THE MERGER

5.1 Since the entire capital stock of GP Sul is held by Mills (i) there will be no capital increase or issuance or exchange of quotas due to the Merger, and therefore the provision in article 264 of the Brazilian Corporations Law does not apply; (ii) there will be no change in Mills bylaws due to the Merger; and (iii) the Merger will not entail withdrawal rights. 5.2 Under the Law, Mills will be fully liable for all the obligations of GP Sul existing at the time the Merger becomes effective, including civil, fiscal, tax, commercial, labor and pension obligations, among others. All these obligations are already fully reflected under equity pick-up on Mills consolidated financial statements, since it holds the totality of the capital stock of GP Sul. 5.3 GP Sul will be extinguished once the merger is approved, and Mills will arrange, under the terms of article 227, 3 of the Brazilian Corporations Law, for the respective registration with the competent trade boards and subsequent publication of the acts of the Merger. 3

5.4. The Acquisition of GP Sul and, therefore, the Merger, are subject to the approval of the Conselho Administrativo de Defesa Econmica (CADE), and a request for analysis has already been filed with that body, in an Ato de Concentrao registered under n. 08012.006669/2011-49, and a decision is pending. The transaction is not subject to the approval of other governmental authorities in Brazil or elsewhere. 6. Forum.

6.1. The parties elect the central forum in the jurisdiction of Rio de Janeiro to handle any controversies arising from this Protocol and Justification.

Rio de Janeiro, July 14, 2011.

MILLS ESTRUTURAS E SERVIOS DE ENGENHARIA S.A.

Name: Frederico tila Silva Neves Title: Officer

Name: Erik Wright Barstad Title: Officer

GP ANDAIMES SUL LOCADORA LTDA.

Name: Frederico tila Silva Neves Title: Administrator

Name: Erik Wright Barstad Title: Administrator

Witnesses:

Name: RG.: CPF/MF:

Name: RG.: CPF/MF:

PROTOCOL AND JUSTIFICATION OF THE MERGER OF GP ANDAIMES SUL LOCADORA LTDA. BY MILLS ESTRUTURAS E SERVIOS DE ENGENHARIA S.A., EXECUTED ON JULY 14, 2011

ANNEX I VALUATION REPORT [THE REST OF THIS PAGE WAS INTENTIONALLY LEFT BLANK]