MILLS ESTRUTURAS E SERVIOS DE ENGENHARIA S.A.

CNPJ/MF No. 27.093.558/0001-15 NIRE 33.3.0028974-7 Publicly-held Company

MINUTE OF THE ORDINARY AND EXTRAORDINARY GENERAL SHAREHOLDERS MEETING, HELD ON APRIL 19, 2011 DATE, TIME, PLACE: On April 19, 2011, at 16:00, at Avenida das Amricas 500, bloco 14, loja 108, Barra da Tijuca, Shopping Downtown, in the city of Rio de Janeiro, State of Rio de Janeiro. CALL OF THE MEETING: By means of convening notice published on 18, 21 and 22 of March, in "Dirio Oficial do Estado do Rio de Janeiro" and "Valor Econmico". PUBLICATION: Financial statements, management's report and report of the independent auditors regarding the fiscal year ended on December 31, 2010, approved by the Board of Directors of the Company in the meeting held on February 25, 2011, published in "Dirio Oficial do Estado do Rio de Janeiro" and "Valor Econmico" on March 17, 2011, being the publication of the notices provided in article 133, caput, of Law No. 6,404/76 dismissed in view of the provisions of paragraph 5 of the same article. ATTENDANCE: Shareholders jointly representing 70.54% (seventy point fifty four per cent) of the capital stock of the Company. Also present Mr. Frederick Atila Neves Silva, Chief Financial and Administrative Officer of the Company, and Mr. Walter Neumayer Garcia, enrolled in the CRC/RJ under No. 091659/O-0, representing PriceWaterhouseCoopers Auditores Independentes. BOARD OF THE MEETING: Chairman: Andres Cristian Nacht; Secretary: Mauricio Negri Machado Paschoal. AGENDA: I. Ordinary General Shareholders Meeting: (i) appreciation of the Managements Report, the Managements accounts, the Company's Financial

Statements and the independent auditor's report for the fiscal year ended December 31, 2010; (ii) approval of the capital budget for the 2011 fiscal year; (iii) approval of the Managements Proposal for the Allocation of Net Income for Fiscal Year Ended December 31, 2010, for the destination of net income for the fiscal year ended December 31, 2010; (iv) elect a new member of the Board of Directors; and (v) establishment of the remuneration of the managers of the Company for 2011 fiscal year; and II. Extraordinary General Shareholders Meeting: (i) approve the relocation of the Company's headquarters, the opening of a new branch office at the headquarters' former address, and the exclusion of the reference to the Company's branch offices from Article 3 of the by-laws; (ii) to resolve on the amendment to the introductory paragraph of Article 5 of the by-laws 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) to resolve on the amendment to the wording of Article 30, Paragraph 1 of the by-laws; and (iv) to resolve on the consolidation of the Company's by-laws to reflect the aforementioned amendments, should they be approved. DECISIONS: Brought into the discussion the matters on the agenda, the shareholders resolved: I. In Ordinary General Shareholders Meeting:

(i) to approve, by unanimous vote, abstaining from voting those legally impeded, the Management Report, the Managements accounts, the Companys Financial Statements and the independent auditors report for the fiscal year ended December 31, 2010; (ii) in compliance with the provisions of Article 196 of Law No. 6404/76, to approve, by unanimous vote, the proposal of capital budget for the 2011 fiscal year, attached hereto as Annex 1, approved by the Board of Directors of the Company on February 25, 2011; (iii) to approve, by unanimous vote, the proposal for the allocation of net income for fiscal year ended December 31, 2010, prepared by the managers, according to a document dated as of February 24, 2011, approved by the Board of Directors on February 25, 2011, attached hereto as Annex 2; 2

(iv) on account of the resignation presented by Mr. Gustavo Feitosa Felizzola to the position of member of the Board of Directors of the Company, as appreciated by the body on February 25, 2011, the shareholders decided by supermajority votes, to elect Mr. Jorge Marques de Toledo Camargo, Brazilian, married, geophysicist, resident and domiciled at Rua Almirante Saddock de Sa No. 370, ap. 101, Ipanema, in the city of Rio de Janeiro, State of Rio de Janeiro, bearer of identity card RG No. 293,644, issued by SSP/DF, and enrolled with CPF/MF under No. 114400151-04, to occupy the vacant position of member of Board of Directors until the term of office. Mr. Jorge Marques de Toledo Camargo will take office for the position which he was elected by signing the instrument of investiture in the Book of Minutes of the Meetings of the Company's Board of Directors, jointly with the signature of the respective instrument of consent of the managers alluded in the "Regulamento do Novo Mercado" and statements in compliance with Articles 146 and 147 of Law No. 6404/76 and the second paragraph of Article 28 of the Company's Bylaws, as well as the provisions of CVM Instruction No. 367/02; (v) the shareholders decided, by unanimous vote, to set forth the annual global compensation of the Board of Directors and the Managers, for the 2011 fiscal year, in the amount of R$9,100,000.00 (nine million and one hundred thousand reais), being the Board of Directors the responsible for its distribution among the members of the Board of Directors and Managers; (vi) based in the third paragraph of Article 161 of Law No. 6404/76, it was submitted by the shareholders Evolution Fundo de Investimento em Aes, HSBC Fundo de Investimento em Aes Small Caps, HSBC Fundo de Investimento Previdencirio Multimercado Potencial and Fondo de Inversion Larrain Vial Brazil Small Cap, a request for installation of Company's Board of Auditors, and such request is filed at headquarters of the Company. Therefore, the Board of Auditors of the Company was installed, on a non-permanent basis, to work during the 2011 fiscal year. (vii) due to the installation of the Fiscal Council, it was approved, by majority votes, that the Board of Auditors shall consist of three (3) permanent members and an equal number of alternate members, described below: 1) Mr. Rubens Branco da Silva, Brazilian, married, lawyer, bearer of identity card No. 022570, issued by 3

OAB/RJ, enrolled with CPF/MF under No. 120049107-63, resident and domiciled at Avenida dos Flamboyants No. 1250, Block 02, Apartment 501, Barra Tijuca, in the city of Rio de Janeiro, State of Rio de Janeiro, CEP 22776-070, 2) Mr. Eduardo Botelho Kiralyhegy, Brazilian, single, lawyer, bearer of identity card No. 114,461, issued by OAB/RJ, enrolled with CPF/MF under No. 082613217-03, resident and domiciled at Avenida Julio Furtado No. 193/605, Graja, in the city of Rio de Janeiro, State of Rio de Janeiro, CEP 20561-010, 3) Mr. Maurcio Rocha Alves de Carvalho, Brazilian, married, engineer, bearer of identity card No. 04249242-1, issued by ISP/RJ, enrolled with CPF/MF under No. 709925507-00, resident and domiciled at Rua Canario No. 515, apartment 41, Moema, in the city of So Paulo, State of So Paulo, CEP 04521-002, as permanent members, and 1.1.) Ms. Fabiana de Oliveira Alfradique, Brazilian, single, lawyer, bearer of identity card No. 13273569-7, issued by the Traffic Department, enrolled with CPF/MF under No. 105418687-13, resident and domiciled at Rua Farani No. 60, apartment 1006, Botafogo, in the city Rio de Janeiro, State of Rio de Janeiro, CEP 22231-020, 2.1.) Maria Cristina Pantoja da Costa Faria, Brazilian, single, lawyer, bearer of identity card No. 99894, issued by the OAB / RJ, enrolled with CPF / MF under No. 886793577-15 , Rua Joaquim Nabuco 266 / 402, Arpoador in the City of Rio de Janeiro, State of Rio de Janeiro, CEP 22080-030, and 3.1.) Mr. Peter Edward Cortes Marsden Wilson, Brazilian and English, married, business administrator, bearer of identity card No. 84243799, issued by SSP/RJ, enrolled with CPF/MF under No. 168126648-20, resident and domiciled at Rua Princesa Izabel No. 347, apartment 92, Campo Belo, in city of So Paulo, State of So Paulo, CEP 04601-001, as their respective alternate members, all of them with term of office until the Ordinary General Shareholders Meeting to examine the financial statements for the fiscal year 2011, and to take office within 30 (thirty) days from the present date, by signing the respective instrument of investiture in the Book of Minutes of the Meeting of the Company's Board of Auditors, instruments of consent of the Board of Auditors' members referred to in the "Regulamento do Novo Mercado" and statements in compliance with Articles 146 and 147 of Law No. 6404/76 and the second paragraph of Article 28 of the Company's Bylaws, as well as the provisions of CVM Instruction No. 367/02. Mr. Rubens Branco da Silva hold the position of Chairman of the Board of Auditors; (viii) pursuant to paragraph three of Article 162 of Law No. 6404/76, it was approved, by supermajority vote, that the monthly individual remuneration of the 4

members of the Board of Auditors shall be of 10% (ten percent) of the remuneration set out for each manager of the Company, excluding benefits, business entertainment allowance and profit sharing. II. In Extraordinary General Shareholders Meeting:

(i) to approve, by unanimous votes, (a) relocation of the Company's headquarters, which ceases to be at Estrada do Guerengu No. 1.381, Taquara, Jacarepagu, in the city Rio de Janeiro, State of do Rio de Janeiro, and starts to be at Avenida das Amricas No. 500, Block 14, store 108 e rooms 207 e 208, Barra da Tijuca, Shopping Downtown, in the city Rio de Janeiro, State of do Rio de Janeiro, where currently runs one of the branch offices of the Company, now replaced by its head office, (b) the opening of a new branch office of the Company at the address of its former headquarters at Estrada do Guerengu No. 1.381, Taquara, Jacarepagu, in the city of Rio de Janeiro, State of Rio de Janeiro, and (c) the exclusion of the explicit reference to of the Company's branch offices in the writing of Article 3 of the Company's Bylaws, maintaining only mention to the address of the headquarters; Taken into account the approval above, to approve the amendment to first paragraph of Article 3 of the Company's Bylaws, which shall henceforth as the following wording: "3rd Article The Company is headquartered at Av. das Amricas, 500, bloco 14, store 108 and rooms 207 and 208, Barra da Tijuca, CEP 22640-100, in the City of Rio de Janeiro, State of Rio de Janeiro." Taken into account the amendment approved above, it is recorded that the Company has branches at the following addresses, on this date: (a) at Avenida Concentrica s/n, Camaari de Dentro, CEP 42806-040, in the City of Camaari, State of Bahia; (b) at SAA Block 02 No. 450 e 550, in the City of Braslia, Distrito Federal; (c) at Estrada do Guerengu No. 1.381, Taquara, Jacarepagu, in the City of Rio de Janeiro, State of Rio de Janeiro, CEP 22.713-002; (d) at Rodovia Divaldo Suguagy, km 12, via 2, s/n, rea 3, Distrito Industrial, Marechal Deodoro, State of Alagoas; (e) at Rodovia Anel Rodovirio BR 262, No. 54.277, km 24, So Gabriel, CEP 31980-115, in the City of Belo Horizonte, State of Minas Gerais; (f) at Distrito Industrial do Calado, Block 4, Lot 1m CIA, in the City of Simes Filho, State of Bahia; (g) at Avenida 5

Engenheiro Domingos Ferreira No. 2160, room 703, Ed. Empresarial Business Beach, Boa Viagem, CEP 51111-020, in the City of Recife, State of Pernambuco; (h) at Rua Humberto de Campos No. 271, Vila Yolanda, in the City of Osasco, State of So Paulo; (i) at Avenida Carapebus, Block 15, lot No. 24, Jardim Limoeiro, CEP 29164-079, in the City of Serra, State of Esprito Santo; (j) at Rua Lima Barros No. 11, 11 e 13, with additional entrance by Rua Francisco Palheta No. 8 e 38, So Cristovo, in the City of Rio de Janeiro, State of Rio de Janeiro; (k) at Avenida Silviano Brando No. 685, background, Sagrada Famlia, CEP 31030-525, in the City of Belo Horizonte, State of Minas Gerais; (l) at Rua William Booth No. 630, Boqueiro, CEP 81650-120, in the City of Curitiba, State of Paran; (m) at Avenida Manoel Elias, No. 1.480, Passo das Pedras, CEP 91240-261, in the City of Porto Alegre, State of Rio Grande do Sul; (n) at Rodovia BA 523, km 07, Chcara Nossa Senhora de Ftima, in the City of So Francisco do Conde, State of Bahia; (o) at Rua Willian Garcia No. 61, Jardim Aclimao, CEP 13180-624, in the City of Sumar, State of So Paulo; (p) at Rua Nicargua, No. 1.656, Tibey, CEP 38405-100, in the City of Uberlndia, State of Minas Gerais; and (q) at Estrada do Guerengu No.1.381, Taquara, Jacarepagu, in the City of Rio de Janeiro, State of Rio de Janeiro. (ii) to approve, by supermajority vote, the amendment of the caput of Article 5 of the Company's Bylaws, to adjust it to the deliberations of the Board of Directors taken on April 14, 2010 and November 30, 2010, which approved the increase of capital stock within the limit of authorized capital, passing the relevant article to henceforth as the following wording: "5th Article The capital, fully subscribed and paid, is R$ 525,123,806.54 (five hundred twenty-five million, one hundred twenty-three thousand, eight hundred and six dollars and fifty-four cents), represented by 125,495,309 (one hundred twentyfive million, four hundred ninety-five thousand, three hundred and nine) common, nominative, inscribed and without par value shares." (iii) to approve, by unanimous votes, the amendment of first paragraph of Article 30 of the Company's Bylaws, which shall henceforth as the following wording: "Paragraph 1: The Expansion Reserve has the following characteristics: 6

(a) Its purpose is to provide resources to finance additional fixed and working capital and expansion of corporate activities; (b) shall be allocated to this reserve for each fiscal year the net profit for the year immediately preceding the corresponding resources on the recommendation of the Board of Directors, are necessary to meet the purposes of item "a", or are not specifically covered in budget capital, such allocation being subject to the express approval of shareholders in general meeting; (c) the maximum limit for Expansion Reserve is 80% (eighty percent) of the value of the subscribed capital of the Company. The resources that are earmarked for Expansion Reserve may not exceed 75% (seventy five percent) of adjusted net income, as provided in Article 202 of the Corporations Law." (iv) Taken into account the above decisions, to approve, by unanimous votes, the new wording of the Bylaws of the Company which, reformed and consolidated, shall be effective as Attachment 3. DOCUMENTS SUBMITTED TO THE GENERAL SHAREHOLDERS MEETING: The documents submitted to the General Shareholders Meeting were numbered and certified by the Board of the Meeting and filed at the Company, having been delivered copies to shareholders who requested them.

CLOSING: With nothing more to be discussed, the Chairman has just dropped the work, these minutes were drawn up in summary form, that will be published without the signatures of the present shareholders, in accordance with first and second paragraphs of Article 130 of Law No. 6404/76, which, after being read and approved, was signed in the proper book by all shareholders in attendance, the Chairman and the Secretary. Shareholders in attendance: EVOLUTION FUNDO DE INVESTIMENTO EM AES, ALAMEDA C EMPL RETIR ASSOC, ALPINE GLOBAL INFR FUND, ALPINE GLOBAL PREM PROP FUND, AMERICAN F I SER GL SM CAP FD, ATWILL HOLDINGS LIMITED, BNP PAR L1 EQ LATIN AMERICA, CAISSE DEPOT ET PLAC DU QUEBEC, CAPITAL INT INT EQUITY, CATHOLIC HEALTH INITIATIVES, COLLEGE RETIR EQUITIES FUND, COLUMBIA ACORN FUND, COLUMBIA ACORN INTERNATIONAL, 7

COX ENT INC MASTER TRUST, EMERGING M ST FUND FOR TRUSTS, FIDELITY A S VIII DIV INTL FD, FIDELITY ADVIS INT CAP APPR F, FIDELITY CONTR FIDEL N I FUND, FIDELITY CONTRAFUND, FIDELITY FIN TR FID INDEP FUND, FIDELITY I T F I CAP APPR FUND, FIDELITY I T F SER EM MARK FUN, FIDELITY I TR FID GL COMM ST F, FIDELITY S F F B CHIP GR FUND, FIDELITY SEL POR EN SERV PORTF, FIDELITY SEL PORTF INDUSTRIALS, FINDLAY PARK LATIN AMER FUND, FIRE A P E R S C OF BALTIMORE, FIRST INIT INSURANCE LTD, FORD MOT CO DEF BEN MAS TRUST, FSP SELECT INDUSTRIAL, IBM DIV GLOBAL EQUITY FUND, KANSAS PUB EMPL RETIR SYSTEM, LAUDUS INT MARKETSMASTER FUND, LOOMIS SAYLES GLOBAL MARK FUND, MAINSTAY EP INT SMALL CAP FUND, NATIONAL G U P SCH TR LIMITED, PUBLIC EMPL RET SYS OF IDAHO, ROCHE US DB PLANS MASTER TRUST, SMALLCAP WORLD FUND INC, STATE STREET EMERGING MARKETS, T M T B O J L TR MTBC400035139, TEACHERS R S O T S OF ILLINOIS, THE LATIN AMER DISC FUND INC, THE M A M BNFT BRD AM BAPT CH, THE MONET AUTH OF SINGAPORE, TIAA C F T C EM MARK EQ FUND, TRW AUT DEF BENEF MASTER TRUST, VARIABLE I P F IV VIP I C PORT, WANGER INTERNATIONAL, WHEELS COMMON INVESTMENT FUND, WILLIAM BLAIR INST INT GROWTH FUND, CAP G ALL COUNT WORLD EQ FD F TAX-EX TRUSTS, CAPITAL G A C WOR EQ MAS FUND, CAPITAL G EM MKTS EQUI MAST FD, CAPITAL G M E F FOR TAX EX TRU, CAPITAL G M R EQ FD FOR TAX TS, CAPITAL GUARD ALL CTY WORLD EXUS EQ MST FD, CAPITAL GUARDIAN ALL COU WORLD EX-US EQT FD TX EXPT TRUSTS, CAPITAL GUARDIAN M EQ DC M FD, CAPITAL INT EMERG MARKETS FUND, CAPITAL INT FUND JAPAN, CAPITAL INTERNATIONAL FUND, CIKK FUND CAPITAL INTERNATIONAL ALL COUNTRIES FUND, EMERGING MARKETS GROWTH FUND INC, FI CE I PO LLC FIDELITY EMERGING MARKETS EQUITY CENTRAL FUND, FIDELITY ADVISOR SERIES VII: FIDELITY ADVISOR INDUSTRIALS FD, FIDELITY CENTRAL INVESTMENT PORTFOLIOS LLC: FIDELITY IN C F, FIDELITY INV.TR-FID DIVERS.INTER FUND, JNL/CAPITAL GUARDIAN GLOBAL BALANCED FUND, JPMORGAN BRAZIL EQUITY MASTER INVESTMENT TRUST, JPMORGAN BRAZIL INVESTMENT TRUST PLC, JTSB LTD AS TR FOR SUM TR AND BANK CO.,LTD TR F, MORGAN STANLEY INVESTMENT FUNDS LATIN 8

AMERICAN EQUITY FUND, STICHTING DEPOSITARY APG EMERGING MARKETS EQUITY POOL, T ROWE PRICE FUNDS SICAV, T ROWE PRICE INT FNDS T.ROWE PRICE L AMER FUN, T.ROWE PRICE RETIREMENT DATE TRUST, VANGUARD TOTAL INTERNATIONAL STOCK INDEX FD, A SE VAN S F, VARIABLE INS.PRODS.FUND V-A.M.G. PORTFOLIO FUND V: ASSET MANAGER PORTFOLIO, VARIABLE INSURANCE PRODUCTS FUND IV: INDUSTRIALS PORTFOLIO, VARIABLE INSURANCE PRODUCTS FUND V: ASSET MANAGER PORTFOLIO, WASHINGTON STATE INVESTMENT BOARD, GAM EQUITY TWO INC., LMA F A O B O M 5 S PORTFOLIO, OGI ASSOCIATES LLC, WEISS EQUITY STRAT FUND LLC, WEISS MULTI STRAT PARTN II LLC, WEISS MULTI STRAT PARTNERS LLC, FONDO INV LARR VIAL BR SM CAP, HSBC FI PREV MULT POTENCIAL, HSBC FIA SMALL CAPS, ANDREAS CRISTIAN NACHT, DIEGO JORGE BUSH, ELIO DEMIER, FREDRICO ATILA SILVA NEVES, JEROBOAN INVESTMENTS LLC, JYTTE KJELLERUP NACHT, NACHT PARTICIPACOES S.A., RAMON NUNES VASQUEZ e RONALD WILLIAM GORDON MILES.

Rio de Janeiro, April 19, 2011.

I certify that these minutes are a true copy of the minutes drawn up in the proper book.

Andres Cristian Nacht Chairman

Mauricio Negri Machado Paschoal Secretary

MILLS ESTRUTURAS E SERVIOS DE ENGENHARIA S.A.

MINUTE OF THE ORDINARY AND EXTRAORDINARY SHAREHOLDERS' MEETING HELD ON APRIL 19, 2011 ANNEX 1
2011 CAPITAL BUDGET (all amounts presented in R$)
1

Sources of funding Own funds (retained earnings from previous fiscal years) Profit reserve from the 2010 fiscal year Cash generation and funding

427,200,000.00 61,242,537.03 71,526,715.40 294,430,747.57 427,200,000.00 330,000,000.00 7,200,000.00 90,000,000.00

Use of funds Investments in expansion (acquisition of equipment) Investments in facilities and information technology to aid in expansion Funds for the acquisition of shareholding interest

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MILLS ESTRUTURAS E SERVIOS DE ENGENHARIA S.A.

MINUTE OF THE ORDINARY AND EXTRAORDINARY SHAREHOLDERS' MEETING HELD ON APRIL 19, 2011 ANNEX 2 Rio de Janeiro, February 24, 2011. To the Members of the Board of Directors Of Mills Estruturas e Servios de Engenharia S/A. Subject: Managements Proposal for the Allocation of Net Income for Fiscal Year Ended December 31, 2010 Dear Sirs, The Management of Mills Estruturas e Servios de Engenharia S/A (Company) resolved to submit the proposal herein for examination by the Board of Directors in order to allocate the net income for fiscal year ended December 31, 2010. The Companys net income from the fiscal year ended December 31, 2010 was a total of R$103,283,214.58. Thus, the Companys Management proposes that: (i) in accordance with article 193 of Law 6,404/76, as amended, and item a of article 30 of the Company's Bylaws, a total of R$5,164,160.73 be allocated to the Legal Reserve; a total of R$28,112,626.61, corresponding to R$0.22 per share, be allocated to the payment of dividends to the Companys shareholders as mandatory dividends, of which R$25,400,000.00 shall be paid as 11

(ii)

interest on equity, pursuant to the resolution of the Board of Directors meeting held on December 28, 2010, based on the Company's shareholding position on that date, and R$2,712,626.61 as dividends, to be paid to shareholders on the date dividends were declared; and (iii) in accordance with article 196 of Law 6,404/76, as amended, and item c of article 30 of the Company's Bylaws, a total of R$71,526,715.40 be allocated to create a Profit Reserve, which will include net income for the year and the realization of the special goodwill reserve in the amount of R$1,520,288.16.

The proposal for allocation of net income is summarized below: Description Income from the Year Amount (in R$) 103,283,214.58

Legal Reserve Mandatory Dividends Dividends Interest on Equity

(5,164,160.73) (28,112,626.61) (2,712,626.61) (25,400,000.00)

Profit Reserve

71,526,715.40

Funds allocated to the profit reserve shall be used to finance a portion of investments laid out in the Companys capital budget for the acquisition of equipment for expansion and investments in facilities and information technology to aid in the planned expansion. Thus, the Management proposes that the Board of Directors examine this proposal 12

for the allocation of net income and submit the amounts presented herein for the approval of the Companys Annual Shareholders Meeting. In accordance with article 9, paragraph 1, item II of CVM Rule 481/2009, the information requested by Exhibit 9-1-II thereto are presented below. Sincerely, The Management Mills Estruturas e Servios de Engenharia S.A.

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EXHIBIT 9-1-II
ALLOCATION OF NET INCOME All amounts are presented in thousands of reais, unless indicated otherwise. 1. Net income for the fiscal year R$103,283 2. Total amount and value per share of dividends, including dividends paid in advance and previously declared interest on equity Total Gross Amount: R$28,112 R$0.22 per share Dividends: R$2,712 R$0.02 per share Interest on Equity: R$25,400 R$0.20 per share Total amount net of withholding tax on Interest on Equity: R$24,530 - R$0.19 per share 3. Percentage of net income for the fiscal year to be distributed 27.21%, or 23.75% net of withholding tax on Interest on Equity. 4. Total amount and amount per share of dividends distributed based on income from previous fiscal years Not applicable. 5. Please inform the following, minus dividends paid in advance and previously declared interest on equity: a. Gross amount of dividends and interest on equity, separated by share class and type Dividends: R$2,712 R$0.02 per share. b. Form and period for payment of dividends and interest on equity Dividends will be paid in a single installment to be deposited in the shareholders checking accounts by April 29, 2011.

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c. Monetary restatement and interest on dividends and interest on equity. Not applicable. d. Date of declaration of the payment of dividends and interest on equity used to identify shareholders that will be entitled thereto Dividends will be declared at Mills annual shareholders' meeting to approve the accounts for the 2010 fiscal year. 6. If dividends or interest on equity have been declared based on income from half-yearly balances or those of shorter periods a. The amount of previously declared dividends and interest on equity Interest on Equity: R$25,400 b. The date of respective payments Payment will be made by April 29, 2011. 7. Provide a table indicating the following values for each type and class of share: a. Net income for the fiscal year and the last three (3) fiscal years Fiscal Year 2010 2009 2008(*) 2007 (*) Net Income R$103,283 R$68,338 R$30,588 R$10,547 Net Income per Share R$0.82 R$0.78 R$0.46 R$0.21

(*) In 2007 and 2008, the Mills group was made up of the companies Mills Andaimes Tubulares do Brasil S.A., Mills Estruturas e Servios de Engenharia Ltda. and Mills Industria e Comercio Ltda., therefore, numbers presented for these periods include the combination of the companies.

b. Dividends and interest on equity distributed in the last three (3) fiscal years

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Fiscal Year 2009 2008 (*) 2007 (*)

Dividends R$10,723 R$7,476 R$9,421

Dividends share R$0.12 R$0.11 R$0.19

per

IOE R$5,519 -

IOE per share R$0.06 -

(*) In 2007 and 2008, the Mills group was made up of the companies Mills Andaimes Tubulares do Brasil S.A., Mills Estruturas e Servios de Engenharia Ltda. and Mills Industria e Comercio Ltda., therefore, numbers presented for these periods include the combination of the companies.

8. Allocation of profit to the legal reserve a. Amount allocated to the legal reserve R$5,164 b. Form in which the legal reserve is calculated 5% of net income for the year is applied, before any other allocation, to the creation of a legal reserve which shall not exceed 20% of capital stock. 9. If the Company has preferred shares entitled to fixed or minimum dividends Not applicable. a. Describe the calculation of fixed or minimum dividends b. Inform whether the income in the fiscal year is sufficient for payment in full of fixed or minimum dividends c. Identify if the unpaid installment is cumulative

d. Identify the total value of fixed or minimum dividends to be paid to each class of preferred shares e. Identify the fixed or minimum dividends to be paid to each class of preferred shares 10. Mandatory dividends

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a. Describe the basis for calculation established in the Bylaws The shares representing capital stock receive 25% of net income assessed in accordance with the law as mandatory dividends every fiscal year, while the balance shall be allocated according to the resolutions of the Annual Shareholders' Meeting in accordance with legal recommendations. b. Payment in full of mandatory dividends The minimum mandatory dividends will be paid in full. c. Inform the amount withheld Not applicable. 11. If the mandatory dividends are withheld due to the Companys financial situation Not applicable. a. Inform the amount withheld b. Describe, in detail, the Companys financial situation, including aspects related to the analysis of liquidity, working capital and positive cash flows c. Justify the withholding of dividends

12. If the result is allocated to a contingency reserve Not applicable. a. Amount allocated to the reserve b. Identify the losses considered to be probable resulting from the contingency c. Explain why losses are probable

d. Justify the creation of the reserve 13. If the result is allocated to a unrealized profit reserve

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Not applicable. a. Inform the amount allocated to the unrealized profit reserve b. Inform the nature of unrealized profits that resulted in the creation of the reserve 14. If the result is allocated to a statutory reserve Not applicable. a. Describe the statutory clauses that establish the reserve b. Amount allocated to the reserve c. Describe how the amount was calculated

15. If profit is withheld in accordance with the capital budget a. Identify the amount withheld R$71,527. Includes both net income and the realization of a special goodwill reserve in the amount of R$1,520. b. Provide a copy of the capital budget Attached to this document 16. If the result is allocated to a tax incentive reserve Not applicable. a. Inform the amount allocated to the reserve b. Describe the nature of the allocation

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MILLS ESTRUTURAS E SERVIOS DE ENGENHARIA S.A.

MINUTE OF THE ORDINARY AND EXTRAORDINARY SHAREHOLDERS' MEETING HELD ON APRIL 19, 2011 ANNEX 3 BY-LAWS OF MILLS ESTRUTURAS E SERVIOS DE ENGENHARIA S.A.
CNPJ/MF 27.093.558/0001-15 NIRE 33.3.0028974-7 Publicly-held Company

CHAPTER ONE NAME, PURPOSE, PLACE AND DURATION 1st Article The Company has the name "MILLS ESTRUTURAS E SERVIOS DE ENGENHARIA S.A." and shall be governed by these Articles of Incorporation, at Law 6.404, of December 15, 1976 and subsequent amendments (Law 6404/76), by the rules of the Brazilian Securities and Exchange Commission ("CVM") and other applicable legal provisions and the New Market Listing Rules of BM&F BOVESPA S.A. (New Market Regulation, New Market and "BM&FBOVESPA", respectively) 2nd Article The Company's purpose is: (a) the lease, with assembly or not, of own manufacturing movable goods or acquired from third parties, including forms, shoring, scaffolding, pressurized dwellings, floors, structures and similar equipment, made out of steel , aluminum, metal, plastic and wood as well as their related parts, components and accessories, (b) the lease, with or without operators, of aerial work platforms and telescopic handlers, training of personnel for operation in the equipment, maintenance and technical assistance in its own equipment or in that of third parties, (c) the sale, import and export of the abovementioned goods, including their parts and components, (d) the provision of painting, sandblasting, thermal insulation, sheet metal shops and refractory 19

including, but not limited to, the access by rope, process used by industrial climbers, as well as other services related to such activities, (e) construction of roofs in structured tent, with a plastic canvas closure or similar, (f) low-voltage electrical installations, and (g) participation as a stockholder or partner in other companies or corporations. 3rd Article The Company is headquartered at Av. das Amricas, 500, bloco 14, salas 108, 203, 207 and 208, Barra da Tijuca, CEP 22640-100, in the City of Rio de Janeiro, State of Rio de Janeiro Sole Paragraph The Company may establish branches or subsidiaries in Brazil and abroad, at the discretion of the Meeting members, the Board of Directors or the Executive Board. 4th Article The duration of the Company is indefinite. CHAPTER TWO CAPITAL 5th Article The capital, fully subscribed and paid, is R$ 525,123,806.54 (five hundred twenty-five million, one hundred twenty-three thousand, eight hundred and six dollars and fifty-four cents), represented by 125,495,309 (one hundred twenty-five million, four hundred ninety-five thousand, three hundred and nine) common, nominative, inscribed and without par value shares. Paragraph 1 The subscriber that fails to pay up the shares subscribed by it, in accordance with the terms of the respective subscription list or in accordance with the calls made, shall be in default, by operation of law, under Articles 106 and 107, of Law 6.404/76, subject to the payment of a fine equivalent to 10% (ten percent) of the total subscription price, plus interest rate of 12% (twelve percent) per year and monetary adjustment by the variation of General Price Index, disclosed by Fundao Getulio Vargas. Paragraph 2 The Board of Directors may increase, at its discretion, the capital up to a limit of 200,000,000 (two hundred million) shares, regardless of amendments to the Articles of Incorporation or approval by Shareholders, as well as establish the terms, conditions, issue price and subscription of new shares to be issued pursuant to this paragraph. Paragraph 3 Within the limit of authorized capital, the Board of Directors may 20

approve the issuance of subscription bonus. Paragraph 4 Under Article 168, Paragraph 3, of Law 6404/76, the Companys Board of Directors may grant call options or subscriptions of shares, in accordance with the programs of call options or subscription of shares approved at the General Meeting, to its officers and employees, as well as to officers and employees of other companies that are directly or indirectly controlled by the Company, without preemptive right to shareholders regarding the grant or exercise of the options, considering the balance of authorized capital limit on the date of grant of such options or subscription for shares. 6th Article Each common share shall correspond to one vote at meetings of shareholders. Sole Paragraph The Company shall not issue preferred and founder shares. 7th Article All the shares of the Company shall be inscribed and deposited with a financial institution authorized by the Brazilian Securities Commission in a deposit account on behalf of their owners. Sole Paragraph The cost of transfer and registration, as well as the cost of service regarding the shares in custody may be charged by the depositary institution directly to shareholder as may be defined in the custody agreement. 8th Article In accordance with Article 172, of Law 6404/76, at the discretion of the Board of Directors, the preemptive right in the issuance of shares, convertible debentures and warrants which is made by sale in stock exchange or by public subscription, may be excluded or limited, as well as by exchanging shares, in a public offering for acquisition of share control, as provided by law, within the limit of authorized capital. CHAPTER THREE SHAREHOLDERS GENERAL MEETING 9th Article The Shareholders Annual General Meeting shall be held within the first four months of each year, for the purposes provided for in law, and the Shareholders Extraordinary General Meeting shall be held whenever corporate interests so require.

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10th Article The Shareholders General Meeting, convened in accordance with the law, shall be chaired by the Chairman of the Board of Directors of the Company (or in his absence, the Vice-Chairman of the Board) who shall choose from among those present, one or more secretaries. Paragraph 1 The Shareholders General Meeting shall annually fix the overall compensation of members of the Board of Directors and the Executive Board, whose total remuneration shall be distributed by the Board of Directors. Paragraph 2 In the fiscal year in which the compulsory dividend, set out in Article 31, is distributed to shareholders, a global share of up to 10% (ten percent) of net income may be paid to the Board of Directors and Executive Board, which will be shared among its members by resolution of the Board of Directors, provided that the legal limitation is complied with and it is approved at the Shareholders Meeting. 11th Article Shareholders may be represented at General Meetings of the Company by a proxy appointed less than 1 (one) year, who is a shareholder or officer of the Company, attorney or financial institution. The supporting document evidencing his commission shall be filed with the Companys registered office within the maximum period of 48 (forty eight) hours before the date scheduled for each General Meeting. 12th Article Without prejudice to the other matters provided for by law, Shareholders General Meeting solely shall: (a) take the management accounts, examine, discuss and vote on the Company's financial statements; (b) make amendments to this By-Laws; (c) assign bonus shares and decide on possible share reverse splits and splits; (d) elect and dismiss members of the Board of Directors; (e) elect and dismiss members of the Fiscal Council, if installed; (f) establish plan for granting call option or subscription for shares to board members and officers and employees of the Company and its subsidiaries; 22

(g) resolve on the cancellation of open capital company registration before the Brazilian Securities and Exchange Commission, under Chapter VII hereof (h) resolve, under Chapter VII hereof, on the delisting from the Novo Mercado (New Market), and (i) select among the companies indicated in a triple list by the Board of Directors, a specialized company to be responsible for elaborating an appraisal report of the company shares in the event of cancellation of company registration with the CVM and its delisting from the Novo Mercado (New Market). CHAPTER FOUR MANAGEMENT OF THE COMPANY 13th Article The Company's management shall be exercised by the Board of Directors and Executive Board, as required by law and provisions hereof, subject to the provisions of Shareholders agreement duly filed with the Company's headquarters and rules contained in applicable regulation, including as regards the New Market regulations. Paragraph 1 The overlapping functions of members of the Board of Directors and Executive Board is permitted, in the form required by law, subject to the limit mentioned in Paragraph 1, of Article 143, of Law 6.404/76. Paragraph 2 The Company and its Board of Directors should, at least once a year, hold a public meeting with analysts and other interested parties to disclose information regarding the economic and financial situation, projects and prospects of the Company. Paragraph 3 The Board of Directors are exempt from give bond or any other security for exercising the position. 14th Article The Board of Directors shall consist of a minimum of five (5) and a maximum of eleven (11) members, all shareholders, elected at a General Meeting for a unified 2 (two)-year term of office and who may be reelected. Paragraph 1 The Board of Directors shall have a President and a Vice-President to be elected from among its members by Shareholders Meeting.

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Paragraph 2 At least 20% (twenty percent) of the members of the Board of Directors shall be Independent Directors, according to the definition provided for in the New Market Regulation. In the event of a fractional number of directors as a result, due to the compliance with this percentage, the fractional number shall be rounded off to: the next higher whole number, where the fraction is equal or higher than 0.5 (five tenths, or (ii) next lower whole number, where the fraction is lower than 0.5 (five tenths). Paragraph 3 For purposes hereof, Independent Board member shall mean the member of the Board of Directors who: (i) has no connection with the Company, except for equity interest, (ii) is not the Controlling Shareholder (as defined in Article 32, Paragraph 2, letter "a" herein), spouse or second degree relative of the Controlling Shareholder; is not or has not been over the last 3 (three) years, bound to company or entity related to the Controlling Shareholder, (iii) has not been over the last 3 (three) years, an employee or officer of the Company, of the controlling shareholder or of a company controlled by the Company, (iv) is not a direct or indirect supplier/purchaser of services and/or products to/of the Company, in such a way that imply loss of independence, (v) is not an employee or officer of a company or entity that offers or demands services and / or products to/of the Company, (vi) is not a spouse or second degree relative of any officer of the Company (vii) receive no compensation from the Company other than as a Board Director (cash from interest on capital are excluded from this restriction). The Director who is elected upon faculty provided for in Article 141, Paragraphs 4 and 5 of Law No 6404/76,is also considered an Independent Director. His qualification as an Independent Director shall be expressly stated in the minutes of the General Meeting that elects him. Paragraph 4 The investiture of Directors shall be made by term entered in the Book of Minutes of the Meeting of the Board of Directors along with the signature of the respective terms of Agreement of the Directors referred to in the New Market Regulations. The Members of the Board of Directors shall remain in office and performing their duties until the election of their successors, except as otherwise resolved by the Shareholders General Meeting. 15th Article The Board of Directors shall meet ordinarily, every 30 (thirty) days, and, extraordinarily, whenever corporate interests so require, with the presence of at least half of its members, whenever called by its Chairman, or, in his absence or incapacity, the Vice President, or by two (2) Directors. 24

Paragraph 1 Meetings of the Board of Directors shall be chaired by the Chairman of the Board or, in his absence or incapacity, the Vice-President, or, in the absence or incapacity of both, by the Director appointed by the majority of Members present at the meeting. Paragraph 2 The call notice for Board of Directors meetings shall be sent by mail under protocol or Notice of Receipt (AR), or by telegram, fax or email, always obeying the minimum period of five (5) calendar days in advance. The meeting shall be considered regular, even in cases where the call notice and / or the agenda have not been previously provided in accordance with the head, if all Directors are present, and furthermore, if all Directors set forth in writing on the minutes of the meeting that the failure to deliver the agenda did not impair their voting at the meeting. The call notice shall be accompanied by all documents and supporting materials necessary for Directors to properly form their opinion on the matters to be discussed at the meeting in question. In exceptional cases, when the corporate interest so require, call notices for Board of Directors meetings or their supporting materials may be sent to the Board in less time than stipulated above. Such notices or materials, however, shall be sent to Directors as soon as possible within a reasonable time for Directors to properly form their opinion on the subject in question, stating also the reason for the urgency. Paragraph 3 The Board meetings shall be installed with the presence of at least the majority of its members. The Board members may attend meetings of the Board of Directors via conference call, video conference or by any other means of electronic communication that enables Directors identification and simultaneous communication with all other persons attending the meeting. They also must confirm their votes through a written statement sent to the secretary of the meeting by lettler, facsimile or e-mail shortly after the meeting. Once received the statement, the secretary of the meeting shall be vested with full powers to sign the minutes of the meeting on behalf of the Director. In addition, the Director who send his vote by writing to the Chairman of the Board prior to the start of the meeting shall be considered present at a particular Board of Directors meeting. Paragraph 4 The minutes of the Board of Directors meetings shall be drawn up in proper book, and its decisions shall be taken by majority vote of those present. The Chairman shall have the casting vote in case of a tie.

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16th Article The Board of Directors may create committees with specific purposes, defining their duties, choosing their members and delegating specific responsibilities to them. 17th Article The Board of Directors has the duties and powers vested by law to ensure the smooth operation of the Company and it is within its competence to resolve on the following subjects: (a) To establish the general business of the Company; (b) To approve annual and multi-annual budgets, strategic plans, expansion projects and investment programs of each division of the Company, as well as monitor their implementation; (c) To appraise the Board of Directors Report and the Executive Boards accounts and resolve on their submission to the Shareholders Meeting; (d) To appraise the quarterly results of Companys operations; (e) To approve the Company's By-laws, if it is adopted, which shall provide for the administrative and operational structure; (f) To appoint and dismiss Officers, as well as define their competence and oversee their management; (g) To distribute among the board the total remuneration fixed at the Shareholders Meeting; (h) To establish the jurisdiction of the Executive Board and, in the cases defined, require the prior authorization of the Board of Directors as a condition for validity of the act, to (i) contract obligations and make investments and divestitures, (ii) waive rights, compromise and give acquittance, (iii) provide security, and (iv) acquire, alienate or encumber fixed assets; (i) To rule on consolidation, spin-off, merger in which the company is a party, as well as their interest in other companies, through investment or acquisition; (j) To approve the execution of any contract or assumption of liabilities which are in excess of R$ 10,000,000.00 (ten million reais), unless expressly provided for in the Business Plan; 26

(k) To resolve on any restatements, amendments, or additions to shareholders' agreements and consortia contracts in which the Company participates, as well as to enter into new agreements and / or consortia contracts that address such subjects; (l) To resolve on the issuance of the Companys shares within the limit of authorized capital, as provided for by Paragraph 2 of Article V of these Articles; (m) To resolve on the exclusion or reduction of the preemptive rights of shareholders in capital increases through sales at the stock exchange or by public subscription, or by exchanging shares in a takeover bid for control, as provided by law within the capital limit authorized under Article 8 hereof; (n) To decide on the issuance of warrants, as provided in Paragraph 3 of Article V hereof, including the reduction or exclusion of preemptive rights of shareholders, pursuant to Article 8 of these Articles; (o) To resolve on the purchase of shares of the Company itself for treasury and / or subsequent cancellation or sale; (p) To resolve on the granting of options to purchase or subscription for shares to officers or employees of the Company or controlling companies, according to plans approved at Shareholders Meeting, pursuant to Paragraph 4 of Article 5 hereof; (q) To resolve on the issuance of nonconvertible debentures and without collateral; (r) To convene Shareholders Meetings, stating in advance about any topics on the agenda; (s) To decide, ad referendum of the Shareholders Meeting, on the payment of dividends and interests on the shareholders equity, including interim dividends to the account of existing accrued profits or profit reserves; (t) To elect and dismiss independent auditors; (u) To define a list containing three firms specialized in economic appraisal of companies for the preparation of an appraisal report on the company shares in the 27

event of cancellation of registration of the company or delisting from the New Market; (v) To resolve on policies to avoid conflicts of interest between the Company and its shareholders or its directors, as well as to adopt measures deemed necessary in the event of such conflicts arise, and (w) To authorize the negotiation, execution or amendment of contract of any kind or value between the Company and its shareholders, directly or through intermediary companies. 18th Article The Company shall have an Executive Board consisted of four (4) to 11 (eleven) members, of which one (1) Chief Executive Officer and one (1) Chief Financial Officer, having the other Directors no specific designation, and whose duties shall be defined by the Board of Directors. One member of the Executive Board shall act as Director of Investor Relations, pursuant to CVM regulations and subject to the powers set out in Article 22. The Executive Board members may be shareholders or not, resident in the country, elected and dismissed by the Board of Directors at any time. Paragraph 1 The Officers term of office is one (1) year and may be renewed. When their commissions expire, Directors shall exercise their duties until the appointment and investiture of their successors. Paragraph 2 The investiture of the Officers shall occur upon term entered in the Book of Minutes of the Executive Board along with the signatures of their Terms of Agreement of the Directors, pursuant to New Market Regulations. 19th Article The Executive Board shall: (a) abide by the Companys general business established by the Board of Directors; (b) annually prepare and submit the strategic plan, expansion program, investment plans and the annual budget of the Company and, when required, the multi-annual budget and their reviews to the Board of Directors; (c) submit to the Board of Directors all matters for resolution which exceed its limit of authority; 28

(d) prepare, each year, the Annual Report and Financial Statements to be submitted to the Board of Directors and, subsequently, at the Shareholders Meeting; (e) develop and propose policies on corporate social responsibility, such as environment, health, safety and corporate social responsibility to the Board of Directors and implement the approved policies; (f) establish and report to the Board of Directors, within the limits as it may define, the responsibility of each member of the Executive Board to contract obligations, investments and divestments, guarantees, acquisitions, alienation and encumbrance of assets, pertaining or not to fixed assets, waiver of rights, conduct transactions and grant discharges, and authorize the execution of each of these actions when exceed the scope of individual Officers; (g) Establish, by observing the scope of authority established by the Board of Directors for the Executive Board, the responsibility limits along the administrative structure of the Company. (h) authorize the opening and closing of branches, agencies, warehouses, representative offices or any other business in Brazil and abroad. 20th Article - The specific powers below shall be vested in the Chief Executive Officer, without prejudice to others assigned by the Board of Directors or these Articles: (a) To convene and chair meetings of the Executive Board; (b) To maintain permanent coordination between the Executive Board and the Board of Directors; (c) To Comply with and enforce, within his authority, these Articles provisions and the resolutions made by the Executive Board, Board of Directors and Shareholders Meetings. 21st Article - Notwithstanding the opinion of the Board of Directors, the CEO, in case of incapacity or absence, shall appoint one of the other Officers to replace him. 22nd Article - In addition to other powers that have been assigned to Investor 29

Relation Officer by the Board of Directors, the Investor Relation Officer shall provide information to investors, the CVM and the stock exchange or OTC market where the Companys securities are negotiated and keep the registration of the Company in accordance with the applicable rules of the CVM. 23rd Article - Each Director shall be entitled to one vote at the Executive Boards Meetings. Decisions are taken by majority vote. The CEO shall have the casting vote in case of a tie and, also, the right to veto to any resolution passed at meetings of the Executive Board. 24th Article - Except for the cases specified in paragraphs of this Article, the Company is validly bound whenever it is represented by: (a) two officers, jointly; (b) One Officer jointly with an attorney of the Company, within the limits of the powers granted; (c) Only one Director or one attorney, with specific powers, when it comes to represent it (a) in court, (b) before direct and indirect federal, state and municipal agencies, (c) when the act to be done is part of the regular business of a division or area of the Company, provided that such act is committed by the officer responsible for that division or area or by proxy appointed by such Officer, or (d) in emergency situations, to safeguard the interests of the Company; and (d) Two attorneys with specific powers within the limits of the powers granted. Sole Paragraph - In compliance with the provisions of this Article, the Board of Directors may fix jurisdictions or specific rules in order to represent the Company, based on values of liabilities, specific nature of acts to be performed or other criteria that meets the corporate interest. 25th Article - Acts undertaken by Officers or any of the attorneys, agents or employees of the Company, which involve the company in business liabilities or transactions contrary to the company's objectives are expressly prohibited, and are null and void with respect to the company, such as sureties, endorsements or any other guarantees in favor of third parties 26th Article Every power of attorney granted by the Company shall define the powers and be signed by two Officers and, except those for legal purposes or for 30

representation in administrative proceedings, shall have validity determined. 27th Article - The technical supervision of assembly work will be done by professional or skilled professionals, registered with the Regional Council of Engineering, Architecture, Agronomy, who, within their technical responsibilities, shall enjoy full autonomy, with no subordination of any kind to Officers who are not engineers. CHAPTER FIVE FISCAL COUNCIL 28th Article The Fiscal Council shall not operate permanently, only in the years in which occurs the event provided for in Art. 161 of Law No. 6404/76. It shall be composed of three members and an equal number of deputy members, shareholders or not, resident in the country and elected by the Shareholders Meeting, which shall determine their compensation. Paragraph 1 - The Fiscal Councils members shall have roles and duties conferred by law and shall be replaced in its impediments, absences or vacancies by their Surrogates. Paragraph 2 - The Fiscal Councils members and their Surrogates shall hold office from the installation of the Board until the first Shareholders General Meeting held after their election. Paragraph 3 - The President of the Fiscal Council shall be appointed by the General Meeting which resolves on the installation of the Board. CHAPTER SIX FISCAL YEAR 29th Article - The fiscal year shall begin in January 1st and end on December 31st of each calendar year. At the end of each fiscal year, the financial statements shall be prepared in accordance with relevant legal provisions, which shall include (a) balance sheet, (b) income statement for the year, (c) statement of changes in equity, (d ) statement of cash flows, (e) statements of value added and (f) notes to financial statements, which shall be audited by an independent auditor registered with the Securities and Exchange Commission. Along with the financial statements, the Board of Directors shall submit proposal on the allocation to be given to net income to the Shareholders General Meeting, in 31

compliance with the provisions hereof and applicable law. 30th Article - Accumulated losses, if any, and the provision for income tax and social contribution on profits shall be deducted from the net income before any interest. From the remaining profits the interest to be assigned to Directors shall be calculated, if the Shareholders Meeting so determines, pursuant to Article 10, Paragraph 2 hereof. Net income for the year will be allocated as follows: (a) 5% (five percent) shall be applied, before any other allocation, in the Legal Reserve, which shall not exceed 20% (twenty percent) of capital; (b) a portion, as proposed by Administrative Bodies, may be allocated to the formation of Contingency Reserve, pursuant to Article 195 of the Corporations Act; (c) a portion, as proposed by administrative bodies, may be withheld based on a capital budget previously approved pursuant to Article 196 of the Corporations Act; (d) a portion shall be earmarked to the payment of the mandatory dividend to shareholders, subject to the provisions of Article 31; (e) in the fiscal year in which the mandatory dividend amount, calculated in accordance with Article 31, exceeds the realized portion of profit, the Shareholders Meeting, upon proposal of the administrative bodies, may allocate the surplus to the provision of Unrealized Profit Reserve, subject to the provisions of Article 197 of the Corporations Act, and (f) a portion, as proposed by the administrative bodies, may be earmarked to form the Expansion Reserve, subject to the provisions of Paragraph 1 below and Article 194 of the Corporations Law. Paragraph 1: The Expansion Reserve has the following characteristics: (a) Its purpose is to provide resources to finance additional fixed and working capital and expansion of corporate activities; (b) shall be allocated to this reserve for each fiscal year the net profit for the year immediately preceding the corresponding resources on the recommendation of the Board of Directors, are necessary to meet the purposes of item "a", or are not 32

specifically covered in budget capital, such allocation being subject to the express approval of shareholders in general meeting; (c) the maximum limit for Expansion Reserve is 80% (eighty percent) of the value of the subscribed capital of the Company. The resources that are earmarked for Expansion Reserve may not exceed 75% (seventy five percent) of adjusted net income, as provided in Article 202 of the Corporations Law. Paragraph 2 - The Company may prepare half-yearly balance sheets for the purposes specified in Article 204 of Law No. 6404/76. If available profits so allow, at the discretion of the Board of Directors, and upon consultation with the Board of Auditors, if in operation, half-yearly dividends shall be paid. Paragraph 3 - Also by resolution of the Board of Directors, after consultation with the Board of Auditors, if in operation, interim dividends may be declared, on account of retained earnings or profit reserves existing in the last annual or half-yearly balance sheet. 31st Article - The shares of capital stock shall receive 25% (twenty five percent) of net income, calculated by operation of law, as a mandatory dividend for each fiscal year, leaving the balance available to the Shareholders Meeting that, observing legal requirements, shall resolve on their allocation. CHAPTER SEVEN TRANSFER OF CONTROL, CANCELLATION OF REGISTRATION OF OPEN CAPITAL COMPANY AND DELISTING FROM THE NEW MARKET 32nd Article - The transfer of share control of the Company, directly or indirectly, whether through a single operation, or through successive operations, shall be contracted under a precedent or subsequent condition that the acquiring party shall make the call option for purchase of the remaining shares of other shareholders of the Company, subject to any conditions and terms provided for in existing legislation and the rules of the New Market, in order to ensure them equal treatment given to the seller. Paragraph 1 - public offering referred to in this article shall also be required: (a) when onerous assignment of subscription rights or options to acquire shares or other securities or rights to securities convertible into shares or carrying rights to subscribe or acquisition, as appropriate, which may result in the sale of the Company's control, and (b) in case of transfer of control of company(ies) holding 33

Control of the Company, which, in this case, the Controlling Shareholder shall be obliged to declare to MM&FBOVESPA the value assigned to the Company in such transaction and provide supporting documentation. Paragraph 2 - For purposes hereof, capitalized terms shall have the following meanings: (a) "Acquiring Shareholder" means any person (including, without limitation, any natural person or legal entity, investment fund, condominium, portfolio, universitas juris, or other organization, resident, domiciled or headquartered in Brazil or abroad), or Shareholder Groups; (b) "Controlling Shareholder" has the meaning ascribed to it in New Market Regulations; (c) "Selling Controlling Shareholder" has the meaning ascribed to it in the New Market regulations; (d) "Outstanding Shares" has the meaning ascribed to it in the New Market regulations; (e) "Control" (as well as related terms, "Control Power", "Controller" and "under common control" or "Controlled Company") means the power effectively used to guide, directly or indirectly, corporate businesses as well as the functioning of the bodies of the Company, of fact and at law. There is a presumption of ownership of control in relation to person or group of people bound by a shareholders' agreement or under common control ("control group") who holds shares that have guaranteed an absolute majority of votes for shareholders present at the last three Shareholders General Meetings of the Company, even though the person of group of people is not owner of the shares that would guarantee the absolute majority of the voting capital. (f) The "Diffuse control" - means the Control Power exercised by a shareholder holding less than 50% (fifty percent) of the capital. It also means the control power exercised by shareholders who, jointly, hold above 50% (fifty percent) of capital and each individual shareholder holds less than 50% (fifty percent) of capital, provided that these shareholders are not parties to a voting agreement, are not under common control and nor represent a common interest. (g) "Derivatives" means any derivatives to be settled in shares issued by the 34

Company and / or upon payment in currency, exchange-traded, organized market or privately, which are referenced in stocks or other securities issued by the Company. (h) "Shareholder Group" - means the group of two or more persons who are (a) bound by contracts or agreements of any nature, including shareholder agreements, oral or written, either directly or through Controlled, Controlling or Under Common Control companies (b) among which there is a relationship of control, either directly or indirectly, or (c) under common control, or (d) act by representing a common interest. As persons representing a common interest are included, without limitation, (i) a person holding, directly or indirectly, a stake equal to or greater than 15% (fifteen percent) of the capital stock of another person, and ( ii) two persons having a third investor who holds, directly or indirectly, a stake equal to or greater than 15% (fifteen percent) of the capital of two people. Any Joint ventures, funds or investment clubs, foundations, associations, trusts, condominiums, cooperatives, portfolios, universitas juris, or any other form of organization or undertaking, made in Brazil or abroad shall be considered part of a same group of shareholders whenever two or more such entities: (x) are controlled or managed by the same entity or parties related to the same legal entity, or (y) have in common the majority of their directors. (i) "Other Corporate Rights" means (i) usufruct or trust on the shares of the Company, (ii) options to purchase, subscription or exchange, that may result in the acquisition of shares of Company, or (iii) any other law to ensure, on a permanent or temporary basis, political rights or property rights of a shareholder on shares of the Company. (j) "Economic Value" has the meaning ascribed to it in the New Market Regulations. 33rd Article The one who already holds shares of the Company, Derivatives or other Corporate Rights and becomes acquirer of its Control Power, due to a private stock purchase agreement entered into with the Controlling Shareholder, by means of any amount of shares, shall: (a) Carry out the public offering referred to in the article above; (b) Reimburse the shareholders who had bought shares on the stock exchange within 6 (six) months prior to the sale of Control, by paying the difference 35

between the price paid to the Selling Controlling Shareholder and the amount paid on the stock exchange for shares of the Company during this period, duly adjusted by IGP-M/FGV to the date of payment; and (c) Take reasonable measures to restore the minimum percentage of 25% (twenty five percent) of the total of the outstanding shares of the Company, within 6 (six) months following the acquisition of Control. 34th Article - Any Purchasing Shareholder that acquires or becomes the holder of shares of the Company in amounts equal to or greater than 20% (twenty percent) of total shares issued by the Company shall, within sixty (60) days from the date of acquisition or event that resulted in the ownership of shares in an amount not less than 20% (twenty percent) of total shares issued by the Company, carry out or apply for registration, as appropriate, of a takeover bid of all shares issued by the Company, observing the provisions of CVM applicable regulations, the New Market regulations, other regulations of MB&FBOVESPA and the terms of this Article. Paragraph 1 - The TAKEOVER BID must be: (i) directed equally to all shareholders of the Company, (ii) effected at an auction to be held on BM&FBOVESPA; (iii) launched at the price determined in accordance with the provisions of this Article, Paragraph 2; and (iv) provide for payment of the purchase price of the shares in the offer in cash or in local currency and against the acquisition of the Companys shares in the takeover bid. Paragraph 2 - The purchase price for each share issued by (a) The Economic Value of the share, set in an appraisal report prepared in accordance with and following the provisions in Article 38 hereof; (b) 125% (one hundred twenty percent) of the amount corresponding to the highest monthly average price of shares of the Company in trading on the BM&FBOVESPA weighted by daily trading volume in the 12 (twelve) months preceding the date on which the participation percentage of the Acquiring Shareholder meet the threshold set in the head of this article or on the date of acquisition of such disclosure to the markets, whichever occurs first, or (c) the highest price paid by the Acquiring Shareholder, during the period of 24 (twenty four) months prior to the takeover bid, for a share or lots of shares issued by the Company. 36

Paragraph 3 - The takeover bid referred to in this article do not exclude the possibility of another shareholder of the Company or, if applicable, the Company itself, make a competing bid, pursuant to applicable regulations. Paragraph 4 - The takeover bid referred to in the head of this article may be waived by vote of shareholders at a general meeting specially convened for this purpose, provided that this Meeting is attended by shareholders representing at least 30% (thirty cent) of the Company's capital. Paragraph 5 - The Acquiring Shareholder shall meet any requests or requirements of CVM regarding the takeover bid, within the time limits provided for in applicable regulations. Paragraph 6 - In the event that the Acquiring Shareholder fails to comply with the obligations imposed by this Article, including in respect to meeting the deadlines for (i) making or applying for takeover bid registration, or (ii) complying with any CVMs requests or requirements, the Board of Directors of the Company shall convene an Extraordinary General Meeting, at which the Acquiring Shareholder shall not vote, to resolve on the suspension of the exercise of rights of the Acquiring Shareholder who failed to comply with any obligation imposed by this article, as provided in Article 120, of Law No. 6404/76. Paragraph 7 - Any Purchasing Shareholder that acquires or becomes the holder of other rights, including (i) Other Corporate Rights to amount equal to or greater than 20% (twenty percent) of total shares issued by the Company or which may result in the acquisition of shares issued by the Company in an amount not less than 20% (twenty percent) of total shares issued by the Company, or (ii) Derivatives (a) giving the right to shares of the Company representing 20% (twenty percent) or more of the shares of the Company, or (b) giving the right to receive an amount corresponding to 20% (twenty percent) or more of the shares of the Company, shall, within sixty (60) days from the date of such acquisition or event, make or apply for registration, as the case may be, of a takeover bid, as described in this article. Paragraph 8 - The takeover bid, referred to in the head of this article, made by a Purchasing Shareholder shall be automatically waived when such Purchasing Shareholder is required to conduct the takeover bid mentioned in Article 32 above. 37

Paragraph 9 - The provision of this Article shall not apply in the event a person becomes holder of shares of the Company in excess of 20% (twenty percent) of total shares issued due to (i) merger of another company by the Company, (ii) the merger of shares of another company by the Company, (iii) the cancellation of treasury shares, (iv) merger of the Company (or its shares) by another company, (v) public or private offer formulated by the Company involving exchange of shares or (vi) subscription of shares of the Company held on single primary public issue, which has been approved at a Shareholders General Meeting of the Company, convened by its Board of Directors, whose proposal for a capital increase has determined the pricing of shares issued on the basis of economic value derived from an economic and financial appraisal of the Company carried out by specialized entity or firm with proven experience in evaluating open capital companies. Paragraph 10 - For purposes of calculating the percentage of 20% (twenty percent) of total shares issued by the Company described in the head of this article, involuntary increases in equity interests resulting from the cancellation of treasury shares or from reduction of Companys capital by means of cancellation of shares shall not be taken into account. 35th Article - The Company shall not register on its books: (a) Any transfer of ownership of its shares to the purchaser(s) of Companys Control Power or to those who will hold the Control Power until this/these shareholder (s) subscribe the Controllers Term of Agreement referred to in the New Market Regulation, and (b) Shareholders' agreement that provides for the exercise of Control Power, until its signatories sign the Controllers Term of Agreement referred to in letter "a" above. 36th Article - In the takeover bid to be made by the Controlling Shareholder or the Company for cancellation of company registration, the minimum price to be offered shall correspond to the Economic Value in the appraisal report mentioned in Article 38 hereof. 37th Article - Application for cancellation of company registration with the CVM and the delisting from the New Market must be approved by Shareholders Meeting. 38

Sole Paragraph - If delisting from the New Market is approved, whether for registration of shares to be listed for trading outside the New Market, or for corporate reorganization in which the resulting company is not admitted to trading on the New Market, the shareholder(s) that holding the Companys Control Power shall make a public offer to acquire the shares belonging to other shareholders of the Company, at least by the Economic Value of shares, calculated on an appraisal report referred to in Article 38 hereof, observed in both cases, the conditions provided in applicable law and in the New Market. 38th Article - The appraisal report referred to in Articles 34, 36 and 37 hereof shall be prepared by a specialized institution or firm with proven experience and independence regarding the decision power of the Company, its directors and controllers. The report shall also meet the requirements of Article 8, Paragraph 1 of Law No. 6404/76, as well as have the responsibility provided for in Article 8, Paragraph 6 of Law No. 6404/76. Selection of the institution or specialized firm responsible for determining the economic value of the Company is the exclusive competence of the Shareholders Meeting, after submission of triple list by the Board of Directors. The respective resolution, not counting blank votes, shall be taken by majority vote of shareholders, representing outstanding shares, present at a general meeting to deliberate on the subject which, if on first call, shall be attended by shareholders representing at least 20% (twenty percent) of total outstanding shares or which, if on second call, may count on the presence of any number of shareholders representing the outstanding shares. The costs of preparing the report shall be fully borne by the offering party. 39th Article - In case of Diffuse control: (a) Whenever the cancellation of open capital company registration is approved at Shareholders General Meeting, the public offer of shares shall be effected by the Company itself, and in this case, the Company may acquire shares held by the shareholders who voted for the cancellation of registration at General Meeting only after having acquired the shares of other shareholders who have voted against that resolution and have accepted the tender offer; (b) Whenever the delisting from the New Market is approved at General Meeting, whether for registration for trading of shares outside the New Market or for corporate reorganization as provided for in clause in Sole Paragraph of Article 37 hereof, the public offering for acquisition of shares shall be effected by the shareholders who voted for said resolution in the General Meeting. 39

40th Article - In case of Diffuse Control and BM&FBOVESPA determines that the prices of securities issued by the Company are disclosed separately or that securities issued by the Company are suspended from being traded on the New Market on grounds of breach of obligations under New Market Regulation, the Chairman of the Board of Directors shall convene, within 02 (two) days as of determination, being considered only the days when the newspapers regularly used by the Company circulate, an Extraordinary General Meeting to replace the entire Board of Administration. Paragraph 1 - If the Extraordinary General Assembly referred to in the head of this article is not convened by the Chairman of the Board of Directors in good time, the meeting may be called by a shareholder of the Company. Paragraph 2 - The new Board of Directors elected at an Extraordinary General Meeting referred to in the head and in Paragraph 1 of this article shall cure the breach of the obligations set out in New Market regulations as soon as possible or by the deadline granted by the BM & FBOVESPA for this purpose, whichever is sooner. 41st Article - In case of Diffuse Control and the delisting from the New Market occurs because of failure to fulfill any obligation under the New Market regulations: (a) if the noncompliance results from resolution at General Meeting, the public offer of shares shall be effected by the shareholders who voted for the resolution that resulted in the breach, and (b) if the failure to comply with such obligations results from acts or facts originated from the Company's Board of Directors, it shall make a public offer directed to all shareholders to acquire shares for cancellation of companys registration. If the maintenance of the Companys registration as an open capital company is approved at general meeting, the takeover bid shall be made by the shareholders who voted for the resolution. 42nd Article - The formulation of a single tender offer, aiming to more than one of the purposes specified in this Chapter VII, in New Market regulations or in the regulation issued by CVM, is allowed, provided it is possible to conform the procedures of all types of a takeover bid and there is no damage to the recipients of the offer and authorization is obtained from CVM when required by 40

applicable law. 43rd Article - The Company or the shareholders responsible for conducting the tender offer referred to in Chapter VII, in New Market regulation or the regulation issued by the CVM may ensure its execution by any shareholder, third party and, as appropriate, by the Company. The Company or the shareholder, as the case may be, is not exempt from the obligation to make a takeover bid until it is completed in compliance with the applicable rules. Sole Paragraph - Notwithstanding the provisions of Articles 34, 35, 36, 42 and the head of this Article 43 hereof, the provisions of the New Market regulations prevail in the event of damage to the rights of recipients of the offers mentioned in such articles. 44th Article - Any shareholder or group of shareholders is required to disclose, upon notice to the Investor Relations Officer of the Company, the acquisition of shares, which should contain the information specified in Article 12 of CVM Instruction No. 358/2002, which, added to those already acquired, exceed 5% (five percent) of the capital of the Company. Paragraph 1 - In addition to the head of this paragraph, the date on which the Control of the Company becomes qualified as a Diffuse Control, any Purchasing Shareholder that directly or indirectly reach interest in outstanding shares lower than 5% (five percent) of the capital of the Company, and wishes to make a new acquisition of outstanding shares, shall (i) carry out each new purchase at BM&FBOVESPA, being prohibited private negotiations or in the OTC market, (ii ) before each new acquisition, give written notice to the Investor Relations Officer of the Company and the Floor Trading Officer on the BM & FBOVESPA, through the broker to be used to acquire the shares, about the amount of Outstanding Shares to be purchased in at least 3 (three) business days prior to the date for completion of the new acquisition of shares, so that the BOVESPAs Floor Trading Officer may previously call a purchase auction to be held on Floor of BM & FBOVESPA which may involve third parties and / or the Company itself, always object to the terms of applicable legislation, in particular the applicable regulations of the CVM and BM & FBOVESPA. Paragraph 2 - In the event the Acquiring Shareholder fails to comply with the obligations imposed by this Article, the Board of Directors of the Company shall convene an Extraordinary General Meeting, at which the Acquiring Shareholder 41

shall not vote, in order to deliberate on the suspension of the rights of the Acquiring Shareholder, as provided for in Article 120 of Law 6404/76, without prejudice to the responsibility of the Purchasing Shareholder for damages caused to other shareholders as a result of noncompliance with the obligations imposed by this Article. 45th Article - Any provisions of Chapter VII may be amended only at the discretion of the Company's shareholders at a General Meeting, under the provisions of the sole paragraph below. Sole Paragraph - The General Meeting referred to in the head shall be convened within 30 (thirty) days prior to the first call notice. If the minimum quorum required by Art. 135 of Law 6404/76 is not met, the General Meeting shall be convened again within at least 15 (fifteen) days and, if so, it shall be deemed legally held with the presence of shareholders representing at least 30% of capital. If the said minimum quorum is not met at first nor at second call, the matters of the agenda shall be deemed rejected.. 46th Article - the Shareholders General Meeting shall resolve on everything else or situations not referred to in these Articles, which shall also be governed in accordance with the provisions of Law No. 6404/76. CHAPTER EIGHT DISSOLUTION, LIQUIDATION AND TERMINATION 47th Article - The Company shall be dissolved in cases specified by law, and the General Meeting shall establish the form of liquidation by appointing the liquidator or liquidators and nominating the Board of Auditors, which shall operate during the liquidation period until its closure and consequent termination of the Company. CHAPTER NINE ARBITRATION 48th Article - The Company, its shareholders, directors and members of the Board of Auditors agree to resolve through arbitration any dispute or controversy that may arise among them, related to or arising in particular from the application, validity , effectiveness, interpretation, breach, and their effects, of the provisions of Law No. 6404/76, the Articles of Incorporation, the rules issued by the National Monetary Council, the Central Bank of Brazil and the Brazilian 42

Securities Exchange Commission as well as other rules concerning the operation of capital markets in general, beyond those contained in the Rules of the New Market, the Participation Agreement of New Market and the Arbitration Rules of the Market Arbitration Chamber, established by BM&FBOVESPA, in accordance with their respective Rules of Arbitration, being the parties allowed to, under that same regulation, choose another arbitration chamber to resolve their disputes. CHAPTER TEN MISCELLANEOUS 49th Article - The Company, through its Directors, shall give effect to the shareholder agreements filed with its headquarters, subject to the provisions of Article 38 hereof, abstaining from registering any transfer of shares contrary to its terms. For all purposes, the votes cast against the terms of shareholders' agreements so filed shall not be valid at any Shareholders Meeting, and the Chairman of the board shall abstain from computing them.

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