MILLS ESTRUTURAS E SERVIOS DE ENGENHARIA S.A. CNPJ/MF n 27.093.558/0001-15 NIRE: 33.3.

0028974-7 PUBLICLY HELD COMPANY MINUTES OF THE BOARD OF DIRECTORS' MEETING HELD ON MAY 22, 2013. DATE, TIME AND PLACE: On May 22, 2013, at 2:00 p.m., at the headquarters of Mills Estruturas e Servios de Engenharia S.A. (the "Company"), a publicly held company registered with the Comisso de Valores Mobilirios, located at Avenida das Amricas 500, bloco 14, loja 108, salas 207 and 208, Barra da Tijuca, Shopping Downtown, in the City of Rio de Janeiro, State of Rio de Janeiro. CALL NOTICE: Call notice executed in accordance with article 15, 2 of its Bylaws. Mrs. Andres Cristian Nacht, Elio Demier, Diego Jorge Bush, Nicolas Arthur Jacques Wollack and Jorge Marques de Toledo Camargo, representing the majority of the members of the Board of Directors, attended the meeting. CHAIR: Chairman: Mr. Andres Cristian Nacht; Secretary: Mr. Frederico tila Silva Neves. AGENDA: (i) To deliberate the renewal of the Human Resources Committee, examining, discussing and voting on: (a) your composition and working procedures and (b) compensating its members. RESOLUTIONS PASSED BY UNANIMOUS VOTE: after examining and discussing the matters included on the agenda, the present members of the Company's Board of Directors resolved by unanimous vote: 1. To approve under the terms of article 16 of the Company's Bylaws, the renewal of the Human Resources Committee, until May 22, 2014, which period may be modified by resolution of the Board of Directors, with the same attributes as originally established: (a) to monitor and assist the preparation, planning and implementation of strategies envisioning the increase of Company's capacity to attract and retain talent, and to improve the workplace, and (b) to present executive compensation proposals for the examination and approval of the Board of Directors. 1.1. The Human Resources Committee will ordinarily meet every fifteen days, and extraordinarily whenever necessary;

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The Board of Directors approved that up to 1/3 (one-third) of the Human Resources Committee member positions may be filled by members of the Company's Board of Directors. After that deliberation, it was approved the reelection of Mr. Elio Demier and Ramon Nunes Vazquez, that had already exercised those positions in the period from September 28th, 2011 until the present date, as the reelection of Mr. Jos Felipe Vieira de Castro, that had already exercised those positions in the period from May 22nd 2012 until the present date,, all of them to exercise their mandate until the date specified at item 1 above. To continue the current compensation of the Human Resources Committee members, at the level of 50% (fifty percent) of the monthly compensation of the members of the Board of Directors. The members of the Committee who are Company officers, managers or employees are not entitled to compensation. Committee member compensation may be changed by the Board of Directors at any time.

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ADJOURNMENT: There being no further business to discuss, the Chairman adjourned the meeting, and these minutes of the Board of Directors' Meeting were drafted, read, approved, and executed in the Company's records by all present members of the Company's Board of Directors, by the Chairman, and by the Secretary. Directors in attendance: Andres Cristian Nacht, Elio Demier, Diego Jorge Bush, Nicolas Arthur Jacques Wollack and Jorge Marques de Toledo Camargo. Rio de Janeiro, May 22, 2013. This is a free English translation of the original minutes drawn up in the Company's records. _______________________________ Frederico tila Silva Neves Secretary