MILLS ESTRUTURAS E SERVIOS DE ENGENHARIA S.A. Corporate Taxpayers ID (CNPJ/MF) 27.093.558/0001-15 Corporate Registry (NIRE): 33.3.

0028974-7 Publicly-Held Company MINUTES OF THE BOARD OF DIRECTORS MEETING HELD ON MARCH 16, 2011 DATE, TIME AND VENUE: On March 16, 2011, at 10:00 a.m., at the Companys branch office located at Avenida das Amricas 500, bloco 14, loja 108, Barra da Tijuca, Shopping Downtown, in the City and State of Rio de Janeiro. CALL NOTICE AND ATTENDANCE: The call notice was waived as all members of the Companys Board of Directors were present, in accordance with article 15, paragraph 2 of the Bylaws. PRESIDING BOARD: Chairman: Andres Cristian Nacht; Secretary: Frederico tila Silva Neves. AGENDA: To resolve on: (i) the relocation of the Companys headquarters, the opening of a branch office at the headquarters former address, and the exclusion of the reference to the Company's branch offices from the Companys Bylaws, with the consequent amendment of Article 3 of said Bylaws; (ii) the amendment to the introductory paragraph of Article 5 of the Bylaws to adjust it to the Board of Directors resolutions taken on April 14, 2010 and November 30, 2010, which approved the capital increase within the limit of authorized capital; (iii) the amendment to the wording of Article 30, Paragraph 1 of the Bylaws; (iv) the re-election of the members of the Companys Board of Executive Officers; and (v) the call to the Companys annual and extraordinary shareholders meeting to resolve on the aforementioned matters, as well as those discussed at the Board of Directors Meeting held on February 25, 2011. RESOLUTIONS: After discussing the matters on the Agenda, the board members unanimously resolved to: (i) approve (a) the relocation of the Companys headquarters from Estrada do Guerengu 1.381, Taquara, Jacarepagu, in the City and State of Rio de Janeiro, to Avenida das Amricas 500, bloco 14, loja 108 e salas 207 e 208, Barra da Tijuca, Shopping Downtown, in the City and State of Rio de Janeiro, where one of the Companys branch offices is currently located, which will hereafter be replaced with the headquarters; (b) the opening of a new branch office at the headquarters former address, at Estrada do Guerengu 1.381, Taquara, Jacarepagu, in the City and State of Rio de Janeiro; and (c) the exclusion of the reference to the Companys branch offices from

Article 3 of the Bylaws. As a result of this resolution, the proposal for amendment of Article 3 of the Bylaws was also approved and will be submitted to the Companys shareholders, so that the aforementioned article may hereafter read as follows: Article 3 The Company is headquartered at Avenida das Amricas 500, bloco 14, loja 108 e salas 207 e 208, Barra da Tijuca, Shopping Downtown, in the City and State of Rio de Janeiro.

(ii) Amend the introductory paragraph of Article 5 of the Bylaws to adjust it to the Board of Directors resolutions taken on April 14, 2010 and November 30, 2010, which approved the capital increase within the limit of authorized capital; said proposal will be submitted to the Companys shareholders, so that the aforementioned paragraph may hereafter read as follows: Article 5 The capital stock, fully subscribed and paid, is five hundred twenty-five million, one hundred twenty-three thousand, eight hundred six reais and fifty-four centavos (R$525,123,806.54), represented by one hundred twenty-five million, four hundred ninety-five thousand, three hundred nine (125,495,309) registered, book-entry common shares with no par value. (iii) Approve the proposal for amendment of Article 30, paragraph 1 of the Bylaws, to be submitted to the Companys shareholders, so that the aforementioned article may hereafter read as follows: "1: The Expansion Reserve has the following characteristics: (a) its purpose is securing funds to finance additional fixed and working capital and expansion of corporate activities; (b) In each fiscal year, a portion of the net income for the year immediately prior thereto will be earmarked to the Expansion Reserve; said portion will correspond to funds that, as per recommendation of the Board of Directors, are necessary to meet the purposes of item "a", whether or not these are specifically covered by the capital budget, and this allocation is subject to the express approval of shareholders at a general meeting; (c) the maximum limit for Expansion Reserve is eighty percent (80%) of the value of the Companys subscribed capital. The resources that are earmarked for the Expansion Reserve may not exceed seventy five percent (75%) of adjusted net income, as provided in Article 202 of the Brazilian Corporation Law. (iv) The directors decided to re-elect the following executives to the Company's Board of Executive Officers for a term of office to expire at the Companys general meeting that 2

reviews the 2011 fiscal years accounts: (a) Ramon Nunes Vazquez a Brazilian citizen, Vasquez, married, engineer, Identity Card (CREA/RJ) no. 33680-D, inscribed in the roll of individual taxpayers (CPF/MF) under no. 336.997.807-59, resident and domiciled at Rua Engenheiro Brulio Eugnio Muler 400, Barra da Tijuca, in the City and State of Rio de Janeiro, for the position of Chief Executive Officer; (b) Frederico tila Silva Neves, a Brazilian citizen, married, engineer, Identity Card (CREA/RJ) no. 811004822-D, inscribed in the roll of individual taxpayers (CPF/MF) under no. 595.166.407-10, resident and domiciled at Rua Sambaba 254, cobertura 01, Leblon, in the City and State of Rio de Janeiro, for the position of Chief Financial and Administrative Officer; (c) Erik Wright Barstad, a Brazilian citizen, married, engineer, Identity Card (CREA/RJ) no. 54.695-D, inscribed in the roll of individual taxpayers (CPF/MF) under no. 012.491.708-93, resident and domiciled at Rua Getlio das Neves 25, apto. 303, Jardim Botnico, in the City and State of Rio de Janeiro, for the position of Officer with no specific title; (d) Roberto Carmelo de Oliveira, a Brazilian citizen, married, engineer, Identity Card (CREA/RJ) no. 45.891-D, inscribed in the roll of individual taxpayers (CPF/MF) under no. 399.935.82700, resident and domiciled at Rua Jacarands 1.160, bloco 1, gr. 1, apto. 402, Barra da Tijuca, in the City and State of Rio de Janeiro, for the position of Officer with no specific title; and (e) Alessandra Eloy Gadelha, a Brazilian citizen, married, chemical engineer, Identity Card (IFP/RJ) 06066958-7, inscribed in the roll of individual taxpayers (CPF/MF) under no. 021.092.597-36, domiciled at Avenida Afrnio de Melo Franco 42, apto. 101, Leblon, in the City and State of Rio de Janeiro, for the position of Investor Relations Officer. All the acts performed by the re-elected members of the Board of Executive Officers are hereby ratified. (v) In view of the resolutions taken by the Board of Directors on this date and on February 25, 2011, to approve the call to an annual and extraordinary shareholders meeting in order to resolve on the following agenda: (I) at the annual shareholders meeting: (a) to acknowledge the managements accounts, and to review, discuss and vote on the Managements Report and the Companys Financial Statements referring to the fiscal year ended December 31, 2010, as well as the independent auditor's report; (b) to issue an opinion on the proposed capital budget for the 2011 fiscal year; (c) to issue an opinion about the Board of Executive Officers proposal for allocation of the income for the fiscal year ended December 31, 2010; (d) to elect a new member of the Companys Board of Directors; and (e) to determine the compensation of the Companys management for the 2011 fiscal year; and (II) at the extraordinary shareholders meeting: (a) to resolve on the relocation of the Companys headquarters, the opening of a branch office at the headquarters former address, and the exclusion of the reference to the Company's branch offices from the Companys Bylaws, with the consequent amendment of Article 3 of said Bylaws; (b) to resolve on the amendment to the introductory paragraph of Article 5 of the Bylaws to adjust it to the Board of Directors resolutions taken on April 14, 2010 and November 30, 2010, which approved the capital increase within the limit of authorized capital; (c) to resolve on the amendment to the wording of Article 30, Paragraph 1 of the Bylaws; and (d) to resolve on the consolidation of the Companys Bylaws to reflect the 3

aforementioned amendments, should they be approved. CLOSURE: There being no further business to discuss, the Chairman adjourned the meeting and the Minutes were drawn up, which were then read, approved and signed in the Companys records by all Members of the Board of Directors, the Chairman and the Secretary. Attending Board members: Andres Cristian Nacht, Elio Demier, Diego Jorge Bush, Nicolas Arthur Jacques Wollack, Pedro Malan and Pedro Chermont. Rio de Janeiro, March 16, 2011. This is a free translation of the original document filed in the Companys records.

_______________________________ Frederico tila Silva Neves Secretary