MILLS ESTRUTURAS E SERVIÇOS DE ENGENHARIA S.A.

CNPJ/MF No. 27.093.558/0001-15

NIRE 33.3.0028974-7

Publicly-Held Company

MINUTES OF THE BOARD OF DIRECTORS MEETING.

HELD ON AUGUST 17TH ,2015

DATE, TIME AND PLACE: August 17th

, 2015, at 10:00 am, at the headquarters of Mills

Estruturas e Serviços de Engenharia S.A. (“Mills” or "Company"), located in the

City of Rio de Janeiro, State of Rio de Janeiro, at Avenida das Américas No. 500,

block 14, store 108, rooms 207 and 208, Shopping Downtown, Barra da Tijuca.

CALL NOTICE AND ATTENDANCE: Call notice was waived in light of the attendance

of all members of the Board of Directors of the Company, in accordance with article

15, paragraph 2 of the bylaws of the Company, stating the compliance with the

requirements set forth therein.

CHAIR: Chairman: Andres Cristian Nacht; Secretary: Alessandra Eloy Gadelha.

AGENDA: Deliberate about (i) the change of the Company’s headquarters, and, as a

result, the amendment to the head of Article 3 of the bylaws of the Company; and

(ii) in case the matter indicated in item (i) is approved, the convocation of the

Company’s extraordinary shareholders’ meeting to approve the aforementioned

matter.

RESOLUTIONS: The matters on the agenda having been discussed, the Directors

resolved, upon unanimous vote, and without any qualifications or restrictions:

1. Approved the change of the Company’s headquarters to Estrada do Guerenguê 1.381, Taquara, Jacarepaguá, in the City of Rio de Janeiro, State of Rio de Janeiro.

1.1. As a result of the approval of item (i) of the agenda, the Directors approved the proposal to amend the head of Article 3 of the bylaws, that should be read as follows, being such proposal subject to approval by the Company’s shareholders gathered at the Extraordinary Shareholders’ Meeting:

“Article 3 – The Company is headquartered at Estrada do Guerenguê 1.381, Taquara, Jacarepaguá, in the City of Rio de Janeiro, State of Rio de Janeiro."

2. In view of the resolutions taken by the Board of Directors on the date hereof,

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the Directors approved the call notice of the Extraordinary Shareholders’ Meeting to deliberate on the matters discussed and approved in this meeting.

CLOSING AND SIGNATURES: There being nothing more to address, the Chairman closed the meeting and the minutes of the Board of Directors Meeting were drawn up, read, approved and signed in the Company’s records by all Members of the Board of Directors in attendance, the Chairman and the Secretary. Directors in attendance: Andres Cristian Nacht, Elio Demier, Nicolas Arthur Jacques Wollack, Pedro Sampaio Malan, Jorge Marques de Toledo Camargo and Francisca Kjellerup Nacht.

Rio de Janeiro, August 17th, 2015.

I certify that these minutes are a faithful copy of the minutes drawn up in the Company’s

records.

_______________________________

Alessandra Eloy Gadelha

Secretary

This is a free English translation of the minutes drawn up in the Company's

records.