NOTICE TO SHAREHOLDERS

Notice to Shareholders

Capital Increase – First Round of Unsubscribed Shares

Mills Estruturas e Serviços de Engenharia S.A. (BM&FBOVESPA: MILS3) ("Company") in continuation of the Notice to Shareholders disclosed on February 10, 2016, as supplemented on February 22, 2016 ("Notice to Shareholders "), hereby announces to its Shareholders and the market in general that, on March 15, 2016, ended the period for exercise of preemptive rights to subscribe the shares issued in the capital increase approved, within the limit of the authorized capital, by the Board of Directors of the Company, at its meeting held on February 5, 2016 ("Capital Increase").

During the period of exercise of preemptive rights, 42,912,257 (forty-two million, nine hundred twelve thousand and two hundred fifty seven) common, nominative shares and without par value ("Shares") were subscribed, for the issue price of R$2.63 (two reais and sixty-three cents) per common share, resulting in the total amount of R$112,859,235.91 (one hundred twelve million, eight hundred fifty nine thousand two hundred and thirty-five reais and ninety one cents). Considering the maximum number of shares issued in the Capital Increase, 4,616,260 (four million, six hundred sixteen thousand and two hundred sixty) shares have not been subscribed in this period.

In addition, within the same term to exercise the preemptive right, subscribers of 42,824,940 (forty-two million, eight hundred twenty-four thousand and nine hundred forty) shares have requested in their subscription form to subscribe unsubscribed shares. Therefore, as set out in the Notice to Shareholders, the unsubscribed shares may be subscribed by these shareholders. The Company hereby informs that the right to subscribe unsubscribed shares may be exclusively exercised as follows ("1st Round of Unsubscribed Shares ").

1. Issue Price per Share The issue price per share is R$2.63 (two reais and sixty-three cents).

2. Manner of Payment The payment of shares subscribed shall be made at sight, in cash, upon subscription, in Brazilian currency. The shareholders must pay for 100% of the price of the shares upon subscription. 3. Number of Shares to be Subscribed

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

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The fractional shares arising from the exercise of the right to subscribe for unsubscribed shares or allotment of shares will be disregarded. 4. Right to Subscription and Subscription Period Shareholders holding shares issued by the Company held in deposit accounts with Itaú Corretora S.A. ("Itaú Corretora"), custody agent of the shares issued by the Company, as well as the shareholders whose shares are deposited at Central Depositary of Asset of the BM&FBovespa ("Central Depository"), who, in the subscription form concerning the exercise of the preemptive rights, have expressed interest in the reservation of unsubscribed shares and who wish to exercise that right, will have the period of 5 (five) business days, as from the release of these Notice to Shareholders, for the exercise of the right to subscribe 1st Round of Unsubscribed Shares, beginning on March 22, 2016 (including such date) and ending on March 29, 2016 (including such date). 5. Transfer of Subscription Rights Shareholders of shares issued by the Company held in deposit accounts with Itaú Corretora, custody agent of the shares issued by the Company, may assign their respective preemptive rights of unsubscribed shares upon execution of the assignment form, available at any specialized branches of Itaú Corretora indicated at the end hereof. 6. Procedure for Subscription of Unsubscribed Shares Shareholders of shares issued by the Company: (i) registered in the records kept by Itaú Corretora who wish to exercise their right to subscribe unsubscribed shares should go to any of the specialized branches of Itaú Corretora - indicated at the end hereof and present the same documents listed in item 11 of the Notice to Shareholders; e (ii) deposited in the Central Depository shall exercise the right to subscribe to unsubscribed shares in their respective custody officer. On this occasion, they must fill out and sign the specific subscription form and pay the issue price of the subscribed shares.

Signature of the subscription form will represent manifestation of the subscriber’s irrevocable will to acquire the new subscribed shares, generating for the subscriber the irrevocable obligation of payment at the time of subscription.

In case there are still unsubscribed Shares after the 1st Round of Unsubscribed Shares, the shareholders that declared, in the subscription form of the 1st Round of Unsubscribed Shares, their intention in participating in the second round of unsubscribed shares ("2nd Round of Unsubscribed Shares") shall have a new term of up to five (5) business days, as from the date informed in the Notice to Shareholders to be released, to inform the amount of unsubscribed shares they wish to subscribe at the 2nd Round of Unsubscribed Shares, that, in this case, may exceed to the minimum number of unsubscribed shares which each shareholder shall be entitled to at the 2nd Round of Unsubscribed Shares, in accordance with the declaration of interest to subscribe unsubscribed shares. It is estimated that the 2st Round Unsubscribed Shares will begin on April 8, 2016, including such date, and will end on March 14, 2016, including such date.

The minimum number of unsubscribed shares that each shareholder or assignee of the preemptive rights to subscription shall be entitled to subscribe at the 2nd Round of Unsubscribed Shares shall be calculated by multiplying the amount of new shares that remain unsubscribed after the term of the 1st Round of Unsubscribed Shares by the amount of subscribed Shares by such shareholder or assignee of the preemptive rights to subscription during the term to exercise the preemptive rights and the term of the 1st Round of Unsubscribed Shares, dividing the result by the total amount of shares

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subscribed during the term to exercise the preemptive rights and the term of the 1st Round of Unsubscribed Shares by all the shareholders and assignees of the preemptive rights to subscription that have declared their interest in the subscription of unsubscribed shares at the 2nd Round of Unsubscribed Shares during such term.

In case the total number of shares subject to the reservation requests of the unsubscribed shares at the 2nd Round of Unsubscribed Shares is equal to the amount of unsubscribed shares available, all of the requests of reservation of the unsubscribed shares shall be fully answered. In case the total number of shares subject to the requests of unsubscribed shares at the 2nd Round of Unsubscribed Shares exceeds the number of unsubscribed shares available, a proportional apportionment among the shareholders that have requested the reservation of unsubscribed shares in a number that exceeds the total number of unsubscribed shares they were entitled to shall be calculated in the last round of unsubscribed shares, and the unsubscribed shares shall be apportioned proportionally to the number of shares that such shareholders have subscribed at the exercise of their preemptive rights. 7. Places Of Service The shareholders whose shares are deposited at Itaú Corretora may exercise the rights mentioned herein at one of the specialized branches of Itaú Unibanco as follows:

Brasília: SCS Quadra 2 - Ed. Palácio do Comércio Bloco B - loja 9 - Térreo

Belo Horizonte: Av. João Pinheiro, 195 – Subsolo - Centro

Curitiba: R. João Negrão, 65 - Sobreloja – Centro

Porto Alegre: R. Sete de Setembro, 1.069 – 3º andar - Centro

Rio de Janeiro: Av. Almirante Barroso, 52- 2º andar - Centro

São Paulo: R. Boa Vista, 176 – 1º Subsolo - Centro

Salvador: Av. Estados Unidos, 50 - 2º andar – Comércio For the purposes of this release "business day" shall mean any day, except for Saturday and Sunday, on which commercial banks are open for conducting its operations (including exchange transactions and foreign currency deposits) in the cities of São Paulo and Rio de Janeiro.

Rio de Janeiro, March 18, 2016.

Sergio Kariya Investors Relations Officer

For further information, please contact the Investors Relations Department of the Company:

Estrada do Guerenguê, nº 1381, Taquara, 22713-002 Rio de Janeiro, RJ Telephone +55 (21) 3924-8768 Facsimile +55 (21) 3924-8793 E-mail ri@mills.com.br