MILLS ESTRUTURAS E SERVIOS DE ENGENHARIA S.A. CORPORATE TAXPAYERS ID (CNPJ/MF): 27.093.558/0001-15 CORPORATE REGISTRY (NIRE) 33.3.

0028974-7 A PUBLICLY HELD COMPANY MINUTES OF THE BOARD OF DIRECTORS MEETING HELD ON FEBRUARY 9, 2012 DATE, TIME AND PLACE: On February 9, 2012, at 09:00 am, at Avenida das Amricas 500, bloco 14, loja 108, Barra da Tijuca, Shopping Downtown, in the City and State of Rio de Janeiro. CALL NOTICE AND ATTENDANCE: The call notice was waived in light of the presence of all of the members of the Companys Board of Directors, pursuant to article 15, 2 of its Bylaws. Mr. Frederico tila Silva Neves, the Companys Administrative Financial Officer, and Messrs. Rubens Branco da Silva and Eduardo Botelho Kiralyhegy, members of the Companys Fiscal Council, were also present for purposes of article 163, paragraph 3 of Law n. 6.404, of December 15, 1976, as amended (the Brazilian Corporations Law). PRESIDING: Chair: Andres Cristian Nacht; Secretary: Frederico tila Silva Neves. AGENDA: (i) deliberate the Management Report, the accounts of the Board of Executive Officers and the Companys Financial Statements relating to the fiscal year ended December 31, 2011, accompanied by the opinion of the independent auditors; (ii) deliberate the proposed capital budget for 2012; (iii) deliberate the Board of Executive Officers proposal for the allocation of net income for the fiscal year ended December 31, 2011; and (iv) reelect the members of the Companys Board of Executive Officers. RESOLUTIONS: The matters on the Agenda having been discussed, the directors resolved upon unanimous vote: (i) to approve the Management Report, the accounts of the Board of Executive Officers, the Companys Financial Statements relating to

the fiscal year ended December 31, 2011, as accompanied by the opinion of the independent auditors, authorizing their publication together with the opinion of the fiscal council, as provided by law, requiring being sent for approval by the Companys shareholders gathered at the Annual Shareholders Meeting; (ii) to approve the proposed capital budget for 2012, which becomes part of these minutes as its Annex 1, such proposal being subject to approval by the Companys shareholders gathered at the Shareholders Meeting and for purposes of article 196 of the Brazilian Corporations Law, as amended; to approve the proposal for the allocation of net income for the fiscal year ended December 31, 2011, as proposed by the Board of Executive Officers, which becomes part of these minutes as its Annex 2, such proposal being subject to approval by the Companys shareholders gathered at the Annual Shareholders Meeting; to reelect to compose the Companys Board of Executive Officers, with a mandate until the Companys shareholders meeting to be held to consider the accounts for fiscal year 2012, the following: (a) Ramon Nunes Vasquez, Brazilian, married, engineer, bearer of ID card n. 33680-D, issued by the CREA/RJ, registered with the CPF/MF under n. 336.997.807-59, resident and domiciled at Rua Engenheiro Brulio Eugnio Muler 400, Barra da Tijuca, in the City and State of Rio de Janeiro, for the post of Chief Executive Officer; (b) Frederico tila Silva Neves, Brazilian, married, engineer, bearer of ID card n. 811004822-D, issued by the CREA/RJ, registered with the CPF/MF under n. 595.166.407-10, resident and domiciled at Rua Sambaba 254, cobertura 1, Leblon, in the City and State of Rio de Janeiro, for the post of Administrative Financial Officer; (c) Erik Wright Barstad, Brazilian, married, engineer, bearer of ID card n. 54.695-D, issued by the CREA/RJ, registered with the CPF/MF under n. 012.491.708-93, resident and domiciled at Rua Getlio das Neves 25, ap. 303, Jardim Botnico, in the City and State of Rio de Janeiro, for the post of Officer without specific designation; 2

(iii)

(iv)

(d) Roberto Carmelo de Oliveira, Brazilian, married, engineer, bearer of ID card n. 45.891-D, issued by the CREA/RJ and registered with the CPF/MF under n. 399.935.827-00, resident and domiciled at Rua Jacarands 1.160, bloco 1, gr. 1, ap. 402, Barra da Tijuca, in the City and State of Rio de Janeiro, for the post of Officer without specific designation; and (e) Alessandra Eloy Gadelha, Brazilian, married, chemical engineer, bearer of ID card n. 06066958-7, issued by the IFP/RJ, registered with the CPF/MF under n. 021.092.597-36, domiciled at Avenida Afrnio de Melo Franco 42, apto. 101, Leblon, in the City and State of Rio de Janeiro, for the post of Investor Relations Officer. The reelected officers will take office upon signing the respective investiture instruments drawn up in the Book of Minutes of the Meetings of the Companys Board of Executive Officers, in conjunction with signing the respective administrator consents alluded to in the Novo Mercado Regulations and declarations in attendance to Articles 146 and 147 of the Brazilian Corporations Law and to the second paragraph of Article 18 of the Companys bylaws, as well as to the dispositions of CVM Instruction 367/02. CLOSING: There being nothing more to address, the Chair closed the meeting, and these minutes of the Board of Directors Meeting were drafted, read, approved, and signed in the book of minutes by all members of the Companys Board of Directors, by the Chair, and by the Secretary. Directors in attendance: Andres Cristian Nacht, Elio Demier, Diego Jorge Bush, Nicolas Arthur Jacques Wollack, Pedro Malan and Pedro Chermont. Rio de Janeiro, February 9, 2012. I certify that these minutes are a faithful copy of the minutes drawn up in the Book of Minutes.

_______________________________ Frederico tila Silva Neves Secretary

MILLS ESTRUTURAS E SERVIOS DE ENGENHARIA S.A. CORPORATE TAXPAYERS ID (CNPJ/MF): 27.093.558/0001-15 CORPORATE REGISTRY (NIRE) 33.3.0028974-7
A Publicly Held Company

MINUTES OF THE BOARD OF DIRECTORS MEETING HELD ON FEBRUARY 9, 2012

ANNEX 1

2012 CAPITAL BUDGET (all amounts presented in R$) 1 Sources of funding Profit reserve from the 2010 fiscal year Cash generation and funding 2 Use of funds Investments in expansion (acquisition of equipment) Investments in facilities and information technology to aid in expansion 17,000,000.00 127,000,000.00 63,741,776.68 63,258,223.32 127,000,000.00 110,000,000.00

MILLS ESTRUTURAS E SERVIOS DE ENGENHARIA S.A.

CNPJ/MF N. 27.093.558/0001-15 NIRE 33.3.0028974-7 A Publicly Held Company

MINUTES OF THE BOARD OF DIRECTORS MEETING HELD ON FEBRUARY 9, 2012

ANNEX 2

To the Members of the Board of Directors. From Mills Estruturas e Servios de Engenharia S/A. Subject: Managements Proposal for the Allocation of Net Income for Fiscal Year Ended December 31, 2011 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, 2011. The Companys net income from the fiscal year ended December 31, 2011 was a total of R$92,177,153.96. Thus, the Companys Management proposes that: (i) in accordance with article 193 of Law 6,404/76, as amended, and item a of article 30 of the Company's Bylaws, a total of R$ 4,608,857.70 be allocated to the Legal Reserve; (ii) a total of R$25,346,519.58, corresponding to R$0.20 per share, be allocated to the payment of dividends to the Companys shareholders as mandatory dividends, of which R$24,400,000.00 shall be paid as interest on equity, pursuant to the

resolution of the Board of Directors meeting held on September 28, 2011 (R$ 22,000,000.00) based on the Company's shareholding position on that date, and on December 21, 2011 (2,400,000.00) and R$ 947,000.00 as dividends, to be paid to shareholders on the date dividends were declared; and (iii) in accordance with article 196 of Law 6,404/86, as amended, and item c of article 30 of the Company's Bylaws, a total of R$63,741,776.68 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$1,520,000.00. The proposal for allocation of net income is summarized below:

Description Income from the Year Legal Reserve Realization of the Special Goodwill Reserve Profit Reserve Mandatory Dividends Dividends Interest on Equity

Amount (in R$) 92,177,153.96 (4,608,857.70) 1,520,000.00 63,741,776.68 (25,346,519.58) (946,519.58) (24,400,000.00)

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 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.

EXHIBIT 9-1-II OF CVM RULE 481/09

ALLOCATION OF NET INCOME All amounts are presented in thousands of reais, unless indicated otherwise. 1. Net income for the fiscal year R$ 92,177 2. Total amount and value per share of dividends, including dividends paid in advance and previously declared interest on equity Total Gross Amount: R$25,347 R$0.20 per share Dividends: R$947 R$0.01 per share Interest on Equity: R$24,400 R$0.19 per share Total amount net of withholding tax on Interest on Equity: R$20,946 R$0.17 per share 3. Percentage of net income for the fiscal year to be distributed 28.94% or 25.00% 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: 8

a. Gross amount of dividends and interest on equity, separated by share class and type Dividends: R$947 R$0.01 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 June 15, 2012. 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 2011 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$24,400 b. The date of respective payments Payment will be made by June 15, 2012. 9

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 2011 2010 2009 2008(*)

Net Income R$92,177 R$103,283 R$68,338 R$30,588

Net Income per Share R$0.73 R$0.82 R$0.78 R$0.46

(*) In 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 Fiscal Year 2010 2009 2008 (*) Dividends R$2,712 R$10,723 R$7,476 Dividends per share R$0.02 R$0.12 R$0.11 IOE R$25,400 R$5,519 IOE per share R$0.20 R$0.06 -

(*) In 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.

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8. Allocation of profit to the legal reserve a. Amount allocated to the legal reserve R$4,609 b. Form in which the legal reserve is calculated In accordance with article 193 of Law 6,404/76, and article 30 of the Company's Bylaws, 5% (five percent) of net income for the year is applied, before any other allocation, to the creation of a legal reserve which shall not exceed 20% (twenty percent) 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 11

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

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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 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 a. Describe the statutory clauses that establish the reserve

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The Expansion Reserve follows the rules contained in the 1st paragraph of article 30 of the Company's bylaws. The Expansion Reserve has the following characteristics: (a) its purpose is to assure resources to finance additional investments in fixed and working capital and in expanding corporate activities; (b) a portion of the net profit for the immediately preceding year corresponding to resources that, at the recommendation of the Board of Directors, are necessary to meet the purposes of item a, whether or not specifically covered in a capital budget, shall be allocated to the Expansion Reserve for each fiscal year, and such allocation is subject to the express approval of shareholders gathered at a shareholders meeting; (c) the maximum limit for the Expansion Reserve is 80% (eighty percent) of the value of the subscribed capital of the Company. The resources that are earmarked for the Expansion Reserve may not exceed 75% (seventy-five percent) of adjusted net income, as provided in article 202 of the Brazilian Corporations Law (Law 6,404/76).

b. Amount allocated to the reserve c. Describe how the amount was calculated Not applicable. 15. If profit is withheld in accordance with the capital budget a. Identify the amount withheld R$63,742.

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b. Provide a copy of the capital budget

2012 CAPITAL BUDGET (all amounts presented in R$) 1 Sources of funding Profit reserve from the 2010 fiscal year Cash generation and funding 2 Use of funds Investments in expansion (acquisition of equipment) Investments in facilities and information technology to aid in expansion 17,000,000.00 127,000,000.00 63,741,776.68 63,258,223.32 127,000,000.00 110,000,000.00

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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