Rio de Janeiro, March 9th, 2015. To The Members of the Board of Directors of Mills Estruturas e Serviços de Engenharia S/A. Re: The Board of Executive Officers’ Proposal for Allocating the Results for the Fiscal Year ended December 31, 2014 Dear All: The Board of Executive Officers of Mills Estruturas e Serviços de Engenharia S/A. (the “Company”), has resolved to submit for the appreciation of the Company’s Board of Directors this proposal for allocating the results for the fiscal year ended December 31, 2014. In fiscal year 2014, the Company’s net income was R$64,267,848.66 (sixty four million, two hundred sixty-seven thousand, eight hundred fourty eight reais and sixty-six centavos). In such circumstance, the Company’s Board of Executive Officers proposes that:

(i) under the terms of article 193 of Law n.º 6.404/76, as amended, and item “a” of article 30 of the Company’s Bylaws, the amount of R$3,213,392.43 (three million, two hundred thirteen thousand, three hundred ninety three reais and fourty-two centavos), be allocated to the Company’s Legal Reserve;

(ii) the aggregate amount of R$25,081,000.00 (twenty-five million, eighty-one thousand reais), corresponding to R$0.20 (twenty centavos) per share, be allocated to pay the Company’s mandatory dividend, represented in the form of interest on shareholders’ equity, pursuant to resolutions passed at meetings of the Company’s Board of Directors held on June 23, 2014 (in which it was approved, ad referendum of the Shareholders’ Meeting, to distribute interest on shareholders’ equity in the amount of 25,081,000.00), to which those who were shareholders on the date of its declaration will be entitled;;

(iii) under the terms of article 196 of Law no. 6.404/76 and item “c” of article 30 of the Company’s Bylaws, the amount of R$33,567,832.00 (thirty three million, five hundred sixty-seven thousand, eight hundred thirty-three reais), will be retained by the Company to finance investments in expansion (acquisition of equipment) and investments in facilities and information technology to support the Company’s expansion, as provided for in the Company’s Capital Budget to be submitted for approval at the

Shareholders’ Meeting.

(iv) under the terms of article 194 of Law no. 6.404/76 and item "f" and

paragraph 1 of article 30 of the Company's Bylaws the amount of R$2,405,624.23 will be allocated to the Expansion Reserve of the Company, to assure resources to finance additional investments in fixed and working capital and in expanding corporate activities.

This proposed allocation of results is summarized in the following table: Description

Amounts (in R$)

Income for the Year 64,267,848.66 Legal Reserve 3,213,392.43 Retained earnings 33,567,832.00 Expansion Reserve 2,405,624.23 Mandatory Dividends 25,081,000.00 Interest on shareholders’ equity 25,081,000.00

Accordingly, the Board of Executive Officers proposes that the Board of Directors examine this proposed allocation of results and submit the amounts presented for approval at the Company’s Shareholders’ Meeting. In compliance with article 9, paragraph 1, item II of CVM Instruction 481/2009, as amended, the information called for in Exhibit 9-1-II to such Instruction are presented in an annex hereto.

Sincerely,

The Board of Executive Officers Mills Estruturas e Serviços de Engenharia S.A.