MILLS ESTRUTURAS E SERVIÇOS DE ENGENHARIA S.A.

CNPJ/MF n.º 27.093.558/0001-15

NIRE: 33.3.0028974-7

PUBLIC COMPANY

MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS

HELD ON FEBRUARY 5, 2016

DATE, TIME AND PLACE: February 5, 2016, at 15:00, at the head offices of Mills Estruturas

e Serviços de Engenharia S.A. ("Company"), located at Estrada do Guerenguê 1.381,

Taquara, Jacarepaguá, in the City of Rio de Janeiro, State of Rio de Janeiro.

CALL NOTICE AND ATTENDANCE: The call notice was waived in view of the attendance of

the totality of members of the Company's Board of Directors, pursuant to article 15,

paragraph 2nd, of the by-law of the Company, in compliance with the requirements provided

thereto. In addition to the effective members of the Board of Directors, Mr. Sergio Kariya,

Chief Executive Officer of the Company, also attended the meeting.

PRESIDING BOARD: Chairman: Andres Cristian Nacht; Secretary: Sérgio Kariya.

AGENDA: To resolve: (i) the share capital increase of the Company, within the limit of its

authorized capital, with the possibility of partial ratification in the amount of at least

R$105,435,311.36 (one hundred and five million, four hundred and thirty-five Thousand,

three hundred and eleven point thirty-six Reais) and to the limit of R$124,999,999.71 (one

hundred and twenty-four million, nine hundred ninety-nine thousand, nine hundred ninety-

nine point seventy-one Reais), by private subscription of at least 40,089,472 (forty million,

eighty-nine thousand, four hundred and seventy-two) ordinary shares, nominative and

without par value, at the issue price of R$2.63 (two point sixty-three Reais) per share,

established pursuant to article 170, paragraph 1st, item III, of Law N.º 6,404, dated

December 15, 1976, as amended ("Corporations Act"), for full allocation to the share capital

of the Company ("Capital Increase"); and (ii) the performance, by the Executive Officers

of the Company, of all actions needed pursuant to the effectiveness of the aforementioned

matters resolved in this meeting.

RESOLUTIONS: Upon installation of the meeting, the board member Nicolas Arthur Wollack

declared itself unable to vote, pursuant to Article 156 of the Corporations Act, noting that

such restriction derives from his position as executive of interested party in the matter to be

resolved. For this reason, the director Nicolas Arthur Jacques Wollak withdrew from the

room before the resolution of the matters on the agenda and requested that this fact be stated

in the minutes.

After extensive discussion of the issues on the agenda, the other directors by unanimous

vote and without any reservations or restrictions, resolved:

1. To approve the capital increase of the Company, within the limit of authorized

capital, with possibility of partial ratification, by issuing for private subscription new

ordinary shares issued by the Company, pursuant to the terms and conditions indicated

below:

Amount of the Capital Increase: at least R$105,435,311.36 (one hundred five

million, four hundred thirty-five Thousand, three hundred and eleven point thirty six

Reais) ("Minimum Subscription") and to the limit of R$124,999,999.71 (one

hundred and twenty-four million, nine hundred and ninety-nine thousand, nine

hundred and ninety-nine point seventy-one Reais), by means of private issue of at

least 40,089,472 (forty million, eighty-nine thousand, four hundred and seventy-

two) shares and to the limit of 47,528,517 (forty-seven million, five hundred twenty-

eight thousand, five hundred and seventeen) ordinary shares, nominative and

without par value.

Issue Price: R$2.63 (two point sixty-three Reais) per share. The issue price was fixed

without unjustified dilution for the existing shareholders of the Company, pursuant

to article 170, paragraph 1st, item III, of the Corporations Act, based on the average

price (the average daily closing price of the shares weighted by trading volume) of

shares of the Company on BM&FBOVESPA S.A. – Bolsa de Valores, Mercadorias

e Futuros in the trading sessions held between November 27, 2015 (inclusive) and

February 4, 2016 (inclusive), which criteria is, in the opinion of the Board of

Directors, the most appropriate for the current scenario of the Company.

Purposes of the Capital Increase: The Capital Increase aims to (i) strengthen the

capital structure of the Company, reinforcing its cash to meet the medium- and long-

term needs for development of its activities; (ii) strengthen the liquidity levels of the

Company and reduce its debt margins; and (iii) allow the Company to take

advantage of market consolidation opportunities that may arise in the medium term.

The Company's management believes that the purpose of the capital increase will

have been primarily achieved through the raise of funds corresponding to the

Minimum Subscription, with the already significant strengthening of its cash

position. Nevertheless, any funds received in excess of the amount of the Minimum

Subscription will be used for the same purposes described above.

Preemptive Rights: In compliance with the procedures established by Itaú Corretora

de Valores S.A. ("Itaú Corretora"), the financial institution responsible for the

bookkeeping of the Company's shares, and BM&FBOVESPA, the Company's

existing shareholders, pursuant to article 171 of the Corporations Act, will have

preemptive rights to subscribe new shares in proportion to the number of ordinary

shares they held, as may be disclosed on the Notice to Shareholders. Thus, each

1 (one) ordinary share will grant its holder the right to subscribe 0.37787171889 new

ordinary share.

Exercise of Preemptive Rights: The Company's management will disclose a notice

to shareholders containing information about the Capital Increase, as well as the

terms and conditions for the exercise of the preemptive rights by the existing

shareholders to subscribe newly-issued shares ("Notice to Shareholders").

Shareholders may exercise their preemptive right to subscribe new shares within 30

(thirty) days as from the publication of the Notice to Shareholders.

Assignment of Preemptive Rights: The preemptive right can be freely assigned by

the Company's shareholders to third parties, pursuant to Article 171, paragraph 6th,

of the Corporations Act, including its trading on the stock exchange. In addition, the

relocation of the leftovers among the persons who have exercised the preemptive

right to subscribe the capital increase shall be permitted.

Leftovers: In case there is not the subscription of the totality of shares of the Capital

Increase, after the termination date for the exercise of preemptive right, the Company

will promote an apportionment of any unsubscribed shares among the shareholders

who have expressed interest in such leftovers on the application form, in accordance

with Article 171, paragraph 7th, item "b", of the Corporations Act. Underwriters who

wish to subscribe the leftover of unsubscribed shares in the period for exercise of

the preemptive rights shall express, in the subscription bulletin, their intention to

subscribe leftovers. After the end of the period for exercising the preemptive right,

the Company will release further notice to shareholders, through which they will be

informed of procedures for apportionment of leftovers and their subscription.

Payment Method: The payment of the totality of subscribed shares shall be made on

demand, in Brazilian currency, upon subscription.

Rights of New Shares: The shares to be issued will be entitled, on an equal basis

with the existing ones, to all rights granted to them, including dividends, interest on

share capital and potential share remuneration that may be declared by the Company

after the ratification of the Capital Increase.

Full Ratification or Partial Ratification of Capital Increase and Possibility to

Condition the Decision to Subscribe: If unsubscribed shares remain after the

termination of the period for exercise of preemptive right and apportionment of

leftovers, the Company will not hold auction of leftovers and may proceed to partial

ratification of the Capital Increase. After the end of the period for the exercise of the

preemptive right and subscription of leftovers, and provided at least 40,089,472

(forty million, eighty-nine thousand, four hundred and seventy-two) shares are

subscribed, the Board of Directors of the Company may proceed with the partial

ratification of the Capital Increase. For the purpose of assuring that the shareholders

willing to exercise their preemptive right are allowed to condition its investment

decision, to the final conditions of the Capital Increase, the subscribers may, upon

subscription, without prejudice to the obligation to pay in the shares subscribed by

them, condition the subscription of shares:

(i) to the subscription in the maximum amount of the Capital Increase; or

(ii) to the subscription of the shares originally issued in an amount not less than

the Minimum Subscription and should indicate, in the latter case, if it wants

to exercise its preemptive rights to (a) the totality of the shares of the Capital

Increase; or (b) the amount equivalent to the proportion between the number

of effectively subscribed shares and the maximum number of capital increase

shares.

2. Authorize the Officers of the Company to perform all actions needed to the

implementation of the Capital Increase proposal resolved on this meeting, including,

without limitations, the draft and publication of Notice to Shareholders. The information

related to the Capital Increase, as required by Exhibit 30-XXXII of CVM Instruction

n.º 480, dated December 7, 2009, as amended, will be disclosed by the Company within the

term defined in the noted regulation.

CLOSING AND SIGNATURES: There being no further matters to discuss, the Chairman closed

the meeting, draw up the minutes related to this Meeting of the Board of Directors which

was read, approved and signed in the relevant book by all members of the Board of

Directors, by the Chairman and by the Secretary. Attending Directors: Andres Cristian

Nacht, Elio Demier, Francisca Kjellerup Nacht, Nicolas Arthur Jacques Wollak, Pedro

Sampaio Malan and Jorge Marques de Toledo Camargo.

Rio de Janeiro, February 5, 2016.

_______________________________

Andres Cristian Nacht

Chairman

_______________________________

Sérgio Kariya

Secretary

Attending Directors:

_______________________________

Andres Cristian Nacht

_______________________________

Elio Demier

_______________________________

Francisca Kjellerup Nacht

_______________________________

Nicolas Arthur Jacques Wollak

_______________________________

Pedro Sampaio Malan

_______________________________

Jorge Marques de Toledo Camargo