(Free Translation)

GP Andaimes Sul Locadora Ltda.

Valuation report Book Value at base-date May 31, 2011 for purposes of merging its net assets into Mills Estruturas e Servios de Engenharia S.A.
Deloitte Touche Tohmatsu Auditores Independentes

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Deloitte Touche Tohmatsu Av. Presidente Wilson, 231 - 22 25 e 26 andares Rio de Janeiro - RJ - 20030905 Brasil Tel: + 55 (21) 3981-0500 Fax:+ 55 (21) 3981-0600 www.deloitte.com.br

VALUATION REPORT OF BOOK VALUE FOR PURPOSES OF MERGING ITS NET ASSETS INTO MILLS ESTRUTURAS E SERVIOS DE ENGENHARIA S.A.

1. Regarding the auditing firm Deloitte Touche Tohmatsu Auditores Independentes, a company established in the city of Rio de Janeiro, at Avenida Presidente Wilson 231 22nd floor, registered with the Cadastro Nacional de Pessoa Jurdica do Ministrio da Fazenda under n 49.928.567/0002-00, registered originally with the Conselho Regional de Contabilidade do Estado de So Paulo under n 11.609/O-8 F RJ, with its constitutive Articles of Association registered with the 3 Cartrio de Registro Civil de Pessoas Jurdicas do Estado de So Paulo, on December 28, 1977, with subsequent amendments registered at the same, the last being dated September 17, 2010, registered on microfilm under n 609.504, on October 4, 2010, represented by its partner who signs below, Antnio Carlos Brando de Sousa, Brazilian, married, accountant, bearer of I.D. card RG n 066.222.45-6, registered with the CPF under n 892.965.757-53 and with the Conselho Regional de Contabilidade do Estado do Rio de Janeiro under n RJ 65.976/O-4 resident and domiciled in the city of Rio de Janeiro, with offices at the same address as the company he represents, appointed by the administration of Mills Estruturas e Servios de Engenharia S.A. to assess the book value of its subsidiary GP Andaimes Sul Locadora Ltda. (the Company), at the base-date of May 31, 2011, in accordance with Brazilian GAAP, presents below the result of its labors. 2. Purpose of the valuation The objective of appraising of the book value at May 31, 2011 of GP Andaimes Sul Locadora Ltda. is to support part of the documentation included in and required for the corporate restructuring process involving the Company and its parent Mills Estruturas e Servios de Engenharia S.A.
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3. Scope of work The valuation report on the book value is being issued in connection with an auditing examination of the balance sheet of GP Andaimes Sul Locadora Ltda. prepared for May 31, 2011. 4. The Administrations Responsibility for the Balance Sheet The Companys administration is responsible for preparing the balance sheet in accordance with Brazilian GAAP and for the internal controls it deems necessary to permit the preparation of a balance sheet free of material distortion, regardless of whether caused by fraud or error. 5. Responsibility of the Independent Auditor Our responsibility is to express a conclusion on the Companys book value, based on our audit of the balance sheet, as conducted in accordance with Brazilian GAAS. These standards demand an auditors compliance with ethical requirements and that the audit be planned and executed with the objective of obtaining reasonable certainty that the balance sheet is free of material distortion. An audit involves performing procedures selected to obtain evidence with respect to the amounts presented on the balance sheet. The procedures selected depend on the auditors judgment, including an assessment of the risks of material distortion on the balance sheet, regardless of whether caused by fraud or error. In this risk assessment, an auditor considers the material internal controls for the preparation of the Companys balance sheet to plan the audit procedures that are appropriate for the circumstances, but not for purposes of expressing an opinion on the efficacy of those internal controls. An audit also includes an assessment of the appropriateness of the accounting practices utilized and the reasonableness of the administrations accounting estimates. We believe that the audit evidence obtained is sufficient and appropriate for grounding our conclusion.

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6. Conclusion Based on the tasks performed, we conclude that the amount of R$768,279.28 (seven hundred sixty-eight thousand, two hundred seventy-nine reais and twenty-eight centavos), in accordance with the balance sheet at May 31, 2011, recorded on the accounting books and transcribed in the Annex represents, in all material aspects, the book value of GP Andaimes Sul Locadora Ltda., in accordance with Brazilian GAAP. As required by the Brazilian Securities Commission (Comisso de Valores Mobilirios), we report that: (a) in accordance with the professional standards established by the Conselho Federal de Contabilidade, we have no knowledge of a direct or indirect conflict of interest nor of any other circumstance that would represent a conflict of interest in relation to the services that we provided as described above; and (b) we have no knowledge of any action by the Companys parent or administrators intended to direct, limit, impede or practice any acts that have or could have compromised the access, utilization or knowledge of information, goods, documents or work methodologies material to the quality of the respective conclusions.

Rio de Janeiro, July 7, 2011

DELOITTE TOUCHE TOHMATSU Auditores Independentes CRC 2SP 011.609/O-8 F RJ /s/ Antnio Carlos Brando de Sousa Antnio Carlos Brando de Sousa Accountant CRC lRJ 65.976/O-4

ANNEX
BALANCE SHEET In accordance with Brazilian GAAP, we present below the balance sheet of GP Andaimes Sul Locadora Ltda., prepared for May 31, 2011 (amounts expressed in Reais): ASSETS CURRENT Cash and cash equivalents Accounts receivable NON-CURRENT Fixed assets TOTAL ASSETS LIABILITIES AND SHAREHOLDERS EQUITY CURRENT Suppliers Tax, labor and retirement obligations Provision for holidays and 13th salary SHAREHOLDERS EQUITY Capital stock Accrued profits TOTAL LIABILITIES AND SHAREHOLDERS EQUITY May 31, 2011 33,503.75 245,274.59 278,778.34 557,402.48 836,180.82 31/5/2011 21,657.25 32,150.42 14,093.87 67,901.54 100,000.00 668,279.28 768,279.28 836,180.82