Mills Estruturas E Serviços de Engenharia S.A.: Minutes of The Board of Directors' Meeting Held On April 14, 2010

MILLS ESTRUTURAS E SERVIOS DE ENGENHARIA S.A.
CNPJ: 27.093.558/0001-15 Company Registry (NIRE): 33.3.0028974-7 Publicly Held Company
Minutes of the Board of Directors' Meeting held on April 14, 2010

Date, Time and Place: on April 14, 2010 at 6:00 p.m. at the Companys head offices located at Estrada do Guerengu n 1.381, Taquara, Jacarepagu, in the city and state of Rio de Janeiro, CEP 22713-002. 2. Call Notice and Attendance: The call notice was waived given the attendance of all members of the Companys Board of Directors. 3. Presiding Board: Chairman: Andres Cristian Nacht; Secretary: Silvia Ribeiro de Lima. 4. Agenda: (i) Approval of a rights offering through the issue of book-entry, registered common shares with no par value issued by the Company (Shares), through a public issue, within the limit of the authorized capital, with the exclusion of the preemptive rights of the Companys current shareholders in the subscription, in accordance with Article 172, Item I of Federal Law 6,404 dated December 15, 1976, and subsequent amendments (Brazilian Corporation Law); (ii) Approval of the Share issue price and justification of the criterion for determining the price; (iii) Approval of the methods for paying and placing the Shares; (iv) Determination of the rights to be conferred to the holders of the new Shares; (v) Approval of the Final Prospectus and Offering Memorandum of the public distribution cited in item (i) above; (vi) Authorization for Management to practice all and any acts required, as well as sign any agreements related to the execution of the public rights offering referred to in item (i) above: and (vii) Approval of the allocation of the proceeds from the Companys rights offering. 5. Resolutions: After discussing the matters on the Agenda, the board members unanimously resolved to: (i) Approve the rights offering, with the Companys capital increasing from R$97,527,456.20 (ninetyseven million, five hundred twenty-seven thousand, four hundred fifty-six reais and twenty centavos) to R$523,453,381.70 (five hundred twentythree million, four hundred fifty-three thousand, three hundred eighty-one reais and seventy centavos), for an increase of R$425,925,925.50 (four hundred twenty-five million, nine hundred twenty-five thousand, nine hundred twenty-five reais and fifty centavos), through the issue for public subscription of 37,037,037 (thirty-seven million, thirty-seven thousand and thirty-seven) Shares, within the limit of the authorized capital, with the exclusion of the preemptive rights of the Companys current shareholders in the subscription, in accordance with Article 172, Item I of Brazilian Corporation Law, and in accordance with Article 8 of the Companys Bylaws, with the Shares that are the object of rights offering the object of a public distribution in Brazil, to be coordinated by BANCO ITA BBA S.A. (Lead Manager), BANCO BTG PACTUAL S.A. (BTG Pactual) and GOLDMAN SACHS DO BRASIL BANCO MLTIPLO S.A. (Goldman Sachs and, jointly with the Lead Manager, and BTG Pactual, the Joint Lead Manager), in accordance with CVM Instruction 400 of December 29, 2003 (CVM Instruction 400), on the unorganized over-the-counter market, including efforts to place the Shares abroad by Ita USA Securities Inc., BTG Pactual US Capital Corp., UBS Securities LLC and Goldman, Sachs & Co. (jointly, International Placement Agents), for acquisition by foreign institutional investors, as defined by Resolutions 2,689 of January 26, 2000 issued by the National Monetary Council (CMN), based on the registration exemptions provided for by the Securities Act (Offering); (ii) Approve the Share price of R$ 11.50 (eleven reais and fifty centavos). The issue price was calculated based on the criterion of market value, following the holding of a road show and the conclusion of the bookbuilding process carried out by the Joint Lead Managers of the Offering, based on the investment intentions of the institutional investors in the subscription and acquisition of the Shares in the Offering, in accordance with Paragraph 1, Item III and Paragraph 7 of Article 170 of Federal Law 6,404/76 and of Article 44 of CVM Instruction 400 of December 29, 2003, which is the most appropriate criterion for determining the fair price of the Shares under the scope of the Offering; (iii) Approve the payment method for the Shares, which should be made on demand and in local currency upon subscription, and the method for the placement of the Shares, which should be carried out on the unorganized over-the-counter market, in accordance with the procedures described in the Notice to the Market published on March 30, 2010, in accordance with Article 33, Paragraph 3 of CVM Instruction 400, with non-institutional investors given a period for submitting orders for reserving the subscription of Shares, in accordance with the conditions described in the Notice to the Market, with the Shares issued by the Company that are not the object of subscription reservation orders during the Reservation Period allocated to public placement with institutional investors by the financial institutions coordinated by the Lead Manager; (iv) Approve the granting to the holders of the new Shares that are the object of the rights offering, as of the date of their issue, the same rights conferred by the Companys Bylaws and by governing law applicable to the existing shares, including the attribution of dividends and other benefits that come to be declared by the Company as of the settlement date of the Offering; (v) Approve the Final Prospectus and the Offering Memorandum to be used in the Offering; (vi) Authorize the Companys Management to practice all and any acts required to execute the Offering, as well as sign any agreement and documents required for its execution, including, but not limited to, the Agreement for the Underwriting, Placement and Firm Guarantee of Settlement for the Common Shares issued by Mills Estruturas e Servios de Engenharia S.A., the Price Stabilization Services Agreement for the Common Shares issued by Mills Estruturas e Servios de Engenharia S.A. and the Placement Facilitation Agreement, with all acts already practiced up to todays date that were required for executing the Offering hereby ratified. (vii) Approve the allocation of the proceeds from the Companys rights offering for the purposes described in the Use of Proceeds" section of the Final Offering Prospectus. 6. Closure: There being no further matters to discuss, the Chairman concluded the work of the meeting, drafted these Minutes of this Meeting of the Board of Directors, which after read and approved, were signed in the Minutes Book by all members of the Companys Board of Directors, by the Chairman and by the Secretary. Board Members Present: Andres Cristian Nacht, Diego Jorge Bush, Elio Demier, Nicolas Arthur Jacques Wollak, Gustavo Feitosa Felizzola, Pedro Henrique Chermont de Miranda, Pedro Sampaio Malan. Rio de Janeiro, April 14, 2010. This is a free translation of the minutes drawn up in the Companys Records. Silvia Ribeiro de Lima Secretary.

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MILLS ESTRUTURAS E SERVIOS DE ENGENHARIA S.A.

CNPJ: 27.093.558/0001-15 Company Registry (NIRE): 33.3.0028974-7 Publicly Held Company

Minutes of the Board of Directors' Meeting held on April 14, 2010

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