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


1. DATE, TIME AND PLACE: Held on November 30, 2010, at 10:00 a.m., at the Companys headquarters, in the city of Rio de Janeiro, state of Rio de Janeiro, at Estrada do Guerengu, n 1 381, Taquara, Jacarepagu, CEP 22713-002. 2. CALL NOTICE AND ATTENDANCE: The call notice was waived in view of the attendance of all members of the Companys Board of Directors. 3. PRESIDING BOARD: Chairman: Mr. Andres Cristian Nacht; Secretary: Mrs. Silvia Ribeiro de Lima. 4. AGENDA: Increase the Companys capital stock, within the authorized capital limit, according to the Companys Bylaws, by means of the issuance of new common shares, due to the exercise of stock option, according to the Companys Stock Option Plan. 5. RESOLUTIONS: The Board of Directors resolved by unanimous vote and without any restrictions to: 5.1 In view of the exercise of stock option by a part of the beneficiaries of the Companys Stock Option Plan, being the Plano Especial Top Mills, Plano Especial CEO, Plano Especial Rental Diretor and Plano Especial Rental Gerentes, the Board Members decided to authorize the Companys capital stock increase, within the authorized capital limit set forth in article 5, second paragraph, of the Companys Bylaws and in accordance with article 170, caput, of the Law 6,404/76 (Brazilian Corporation Law) in the total amount of R$1,670,424.84 (one million, six hundred seventy thousand, four hundred and twenty-four Reais and eightyfour centavos), through the issuance of 884,005 (eight hundred eighty-four thousand and five)

new common shares with no par value. Due to such increase, the Companys capital stock increased from R$523,453,381.70 (five hundred twenty-three million, four hundred fifty-three thousand, three hundred and eighty-one Reais and seventy centavos) to R$525,123,806.54 (five hundred twenty-five million, one hundred twenty-three thousand, eight hundred and six Reais and fifty-four centavos), represented by 125,495,309 (one hundred twenty-five million, four hundred ninety-five thousand, three hundred and nine) common, book-entry shares, with no par value. 5.1.1 According to article 171, paragraph three of the Brazilian Corporate Law, there are no preference rights to the Companys shareholders in the exercise of the stock option. 5.1.2 Pursuant to the abovementioned Companys Stock Option Plan, the capital increase is herein is fully subscribed and paid up by the beneficiaries: Erik Wright Barstad, Roberto Carmelo de Oliveira, Frederico Atila Silva Neves, Rogerio Bregalio, Valdinei Vaz da Silva, Alexandre Caetano Motta, Ricardo de Arajo Gusmo, Adyval Sodr Filho, Rafael Vazquez Tagliero, Orlando Bueno da Silveira, Victor Guimares Vieira, Juclia Grij Olinto, Ramon Nunes Vazquez, Marcos Chileto, Adelson Francisco de Assis Pereira, Hamilton Cardoso Junior and Alexandre Afrnio Vieira. 5.1.3 Considering the attendance of all the beneficiaries mentioned in item 5.1.2 above, which herein exercise their stock options through the signature of the Subscription Lists that are filed in the Companys Headquarters, the Board members deem these documents to be valid and efficient in order to prove the exercise of said options. 5.1.4 Shares issued due to item 5.1.2 are entitled to the same conditions in the payment of dividends and interest on shareholders equity that shall be distributed by the Company. 6. 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 Board Members, the Chairman and the secretary. Rio de Janeiro, November 30, 2010. This is a free English translation of the Minutes drawn up in the Companys records. Silvia Ribeiro de Lima Secretary