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 MARCH 9, 2015.
DATE, TIME AND PLACE: March 9, 2015, at 8:00 a.m., at the headquarters of Mills
Estruturas e Servios de Engenharia S.A. (Company), located at Avenida das
Amricas 500, bloco 14, loja 108, salas 207 e 208, Barra da Tijuca, Shopping
Downtown, in the city and State of Rio de Janeiro.
CALL NOTICE AND ATTENDANCE: Call notice was waived in light of the attendance
of all members of the Board of Directors, in accordance with article 15, paragraph 2
of the Bylaws of the Company, stating the compliance with the requirements set
forth therein. Also attending the meeting Mr. Frederico tila Silva Neves, the Vice
President for Finance, and Eduardo Botelho Kiralyhegy, a member of the Fiscal
Council of the Company, for the purposes of article 163, paragraph 3 of
Law no. 6.404/76, dated as of December 15, 1976, as amended ("Law no. 6404/76").
CHAIR: Chairman: Mr. Andres Cristian Nacht; Secretary: Mr. Frederico tila Silva
Neves.
AGENDA: Deliberate about the following matters: (i) Management Report, the
accounts of the Board of Executive Officers and the Companys Financial
Statements relating to the fiscal year ended on December 31, 2014, accompanied by
the opinion of the Independent Auditors; (ii) the proposed capital budget for 2015
prepared by the Board of Executive Officers of the Company; (iii) the proposal to
allocate the results for the fiscal year ended on December 31, 2014, prepared by the
Board of Executive Officers of the Company; (iv) elect the members of the Board
of Executive Officers of the Company; (v) the proposed compensation of the
Companys administrators for 2015; and (vi) the call notice of the Companys
Shareholders Meeting to deliberate, among other matters, those in Agenda items (i)
to (iii) and (v), if they are approved at this meeting.
RESOLUTIONS: The matters on the Agenda having been discussed, the Directors
resolved, upon unanimous vote, and without any qualifications or restrictions:

(i)

Approved the Management Report, the accounts of the Board of

Executive Officers, and the Companys Financial Statements relating
to the fiscal year ended December 31, 2014, 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 submitted for approval by the Companys shareholders
gathered at the Shareholders Meeting;

(ii)

Approved the proposed capital budget for 2015, as prepared and

approved by the Board of Executive Officers, which becomes part of
these minutes as their Annex I, such proposal being subject to approval
by the Companys shareholders gathered at the Shareholders Meeting,
for the purposes of article 196 of Law no. 6.404/76;

(iii)

Approved the proposed allocation of the results for the year ended
December 31, 2014, as prepared and approved by the Board of
Executive Officers, which becomes part of these minutes as their
Annex II, such proposal being subject to approval by the Companys
shareholders gathered at the Shareholders Meeting;

(iv)

Approved the election of the Companys Board of Executive Officers,

with a mandate until the Companys Shareholders Meeting to be held
to consider the accounts for the fiscal year of 2015, of: (a) Mr. Srgio
Kariya, Brazilian, mechanical engineer, married, bearer of ID card no.
RG 16.777.134-6, issued by the SSP/SP, registered with the CPF/MF
under no. 197.064.378-19, resident and domiciled in the city and State
of Rio de Janeiro at Avenida Joo Cabral de Mello Neto 350, Bloco
02, apartamento 1704, Barra da Tijuca, CEP 22775-057, for the
position of Chief Executive Officer; (b) Mr. Frederico tila Silva
Neves, Brazilian, married, engineer, bearer of ID card no. 811004822D, issued by the CREA/RJ, registered with the CPF/MF under no.
595.166.407-10, resident and domiciled at Rua Cupertino Duro, 21,
apto. 302, in the city and State of Rio de Janeiro, CEP 22441-030, for
the position of Administrative Financial Officer, using the title of Vice
President for Finance; (c) Mrs. Alessandra Eloy Gadelha, Brazilian,
married, chemical engineer, bearer of ID card no. RG 06066958-7,
2

issued by the IFP/RJ, registered with the CPF/MF under no.

021.092.597-36, resident and domiciled at Avenida Afrnio de Melo
Franco 42, apto. 101, Leblon, in the city and State of Rio de Janeiro,
CEP 22430-060, for the position of Investor Relations Officer; and
(d) Mr. Gabriel Felipe Novaes Esteves, Brazilian, civil engineer,
married, bearer of ID card no. RG 090000498, issued by the IFP/RJ,
registered with the CPF/MF under no. 021.850.487-08, resident and
domiciled in the city and State of Rio de Janeiro at Rua Jos de Brito,
Casa 177, Barra da Tijuca, CEP 22793-220, for the position of Officer
without Specific Designation. The officers elected hereby 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, which shall contain the representations required by
law, in attendance to Articles 146 and 147 of Law no. 6.404/76 and to
the second paragraph of Article 18 of the Companys Bylaws, as well
as to the dispositions of CVM Instruction 367, dated as of May 29,
2002, as amended.
(v)

Approved the proposed global compensation of the members of the

Companys Board of Directors and Board of Executive Officers for the
fiscal year of 2015, in the amount of R$12,835,697.25 (twelve million,
eight hundred thirty-five thousand, six hundred ninety-seven reais and
twenty-five centavos), to be submitted to the Companys
Shareholders Meeting, for the purposes of article 152 of the Law
no. 6.404/76, wherein the approved amount does not contemplate the
effects on the Companys statement of results of booking the fair value
of the options granted to its Administrators, which does not entail
disbursement by the Company; and

(vi)

Approved the call notice of the Companys Annual Shareholders

Meeting to deliberate on the (a) Agenda matters (i)-(iii) and (v), as
approved in this meeting; and (b) election of the members of the
Companys Fiscal Council, as provided in paragraph 2 of article 28 of
the Companys Bylaws.

CLOSING AND SIGNATURES: There being nothing more to address, the Chairman
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 in attendance, by the Chairman, and by the
3

Secretary. Directors in attendance: Andres Cristian Nacht, Elio Demier, Diego

Jorge Bush, Nicolas Arthur Jacques Wollak, Pedro Sampaio Malan, Jorge Marques
de Toledo Camargo and Francisca Kjellerup Nacht.
Rio de Janeiro, March 9, 2015.
I certify that these minutes are a faithful copy of the minutes drawn up in the Companys
Book of Minutes.
_______________________________
Frederico tila Silva Neves
Secretary

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 MARCH 9, 2015

ANNEX I
2015 CAPITAL BUDGET

1 Sources of funds

R$33,567,832.00

Retained Earnings

R$33,567,832.00

2 Uses of funds

R$33,567,832.00

Investments in acquisition of equipment to rental

R$10,100,000.00

Investments in facilities, information technology and

logistics

R$23,467,832.00
1 year

3 Term

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 MARCH 9, 2015

ANNEX II

To the
Members of the Board of Directors of Mills Estruturas e Servios de
Engenharia S/A.
Re: The Board of Executive Officers Proposal for Allocating the Results for
the Fiscal Year ended December 31, 2014.
Dear All:
The Board of Executive Officers of Mills Estruturas e Servios de Engenharia S/A.
(the Company), has resolved to submit for the appreciation of the Companys
Board of Directors this proposal for allocating the results for the fiscal year ended
December 31, 2014.
In fiscal year ended on December 21, 2014, the Companys net income was R$
R$64,267,848.66. In such circumstance, the Companys Board of Executive Officers
proposes that:
(i)

under the terms of article 193 of Law no. 6.404/76, as amended, and
item a of article 30 of the Companys Bylaws, the amount of
R$3,213,392.43, be allocated to the Companys Legal Reserve;

(ii)

the aggregate amount of R$25,081,000.00, corresponding to R$0.20

per share, be allocated to pay the Companys mandatory dividend,
6

represented in the form of interest on shareholders equity, pursuant to

resolutions passed at meetings of the Companys Board of Directors
held on June 23, 2014 (in which it was approved, ad referendum of the
Shareholders Meeting, to distribute interest on shareholders equity
in the amount of 25,081,000.00), to which those who were
shareholders on the date of its declaration will be entitled;
(iii)

under the terms of article 196 of Law no. 6.404/76 and item "c" of
article 30 of the Companys Bylaws, the amount of R$33,567,832.00,
will be retained by the Company to finance investments in expansion
(acquisition of equipment) and investments in facilities and
information technology to support the Companys expansion, as
provided for in the Companys Capital Budget to be submitted for
approval at the Shareholders Meeting.

(iv)

under the terms of article 194 of Law no. 6.404/76 and item "f" and
paragraph 1 of article 30 of the Company's Bylaws the amount of
R$2,405,624.23 will be allocated to the Expansion Reserve of the
Company, to assure resources to finance additional investments in
fixed and working capital and in expanding corporate activities.

This proposed allocation of results is summarized in the following table:

Description

Amounts (in R$)

Income for the Year

64,267,848.66

Legal Reserve

3,213,392.43

Retained earnings

33,567,832.00

Expansion Reserve

2,405,624.23

Mandatory Dividends

25,081,000.00

Interest on shareholders equity

25,081,000.00

Accordingly, the Board of Executive Officers proposes that the Board of Directors
7

examine this proposed allocation of results and submit the amounts presented for
approval at the Companys Shareholders Meeting.
In compliance with article 9, paragraph 1, item II of CVM Instruction 481/2009, as
amended, the information called for in Exhibit 9-1-II to such Instruction are
presented in an annex hereto.
Sincerely,
The Board of Executive Officers
Mills Estruturas e Servios de Engenharia S.A.

EXHIBIT 9-1-II TO CVM INSTRUCTION 481/09

ALLOCATION OF NET INCOME
Amounts are expressed in thousands of R$, except as otherwise indicated.
1. Net income for the fiscal year
R$ 64,268
2. Global amount and amount per share of dividends, including declared
interim dividends and interest on shareholders equity
Global Gross Amount: R$25,081 R$0.1959 per share
Interest on shareholders equity: R$25,081 R$0.1959 per share1
Global Amount Net of tax withholding in respect of Interest on
Shareholders Equity: R$ 21,810 R$0.1703 per share
3. Percent of the net income for the fiscal year distributed
39.03% gross or 33.93% net of tax withholding in respect of Interest on
Shareholders Equity
4. Global amount and amount per share of dividends distributed based on
income from prior years
Not applicable
5. State, net of declared interim dividends and interest on shareholders
equity:

Already declared in the Board Meeting held on June 23, 2014.

Not applicable
a. The gross amount of dividends and interest on shareholders
equity, on a segregated basis, per share for each kind and class
b. The form and period for payment of the dividends and interest on
shareholders equity
c. Any incidence of inflation indexing and interest on the dividends
and interest on shareholders equity
d. The date of the declaration of payment of the dividends and
interest on shareholders equity, used to identify the shareholders
that will have the right to receive them
6. If dividends or interest on shareholders equity have been declared based
on profits stated for periods of six months or less,
a. Report the amount of the dividends or interest on shareholders
equity that have been declared
Interest on shareholders equity: R$25,081 - R$0.1959 per share
b. Provide the date(s) of the respective payment(s)
The amount owed as interest on shareholders equity will be paid by
June 30, 2015.
7. Furnish a comparative table indicating the following amounts per share
for each kind and class:
a. Net income for the year and for the 3 (three) prior years

10

Year

Net income

Net Earnings per Share

2014

R$64,268

R$0.50

2013

R$172,592

R$1.36

2012

R$151,516

R$1.20

2011

R$92,177

R$0.73

b. Dividend and interest on shareholders equity distributed over the last 3

(three) years
Year

Dividends

Dividends
per Share

IoSE

IoSE
share

2014

R$25,081

R$0.19

2013

R$3,484

R$0.02

R$43,014

R$0.33

2012

R$41,780

R$0.33

per

8. If income has been allocated to a legal reserve,

a. State the amount allocated to the legal reserve
R$3,213
b. Describe in detail how the legal reserve is calculated
In accordance with article 193 of Law no. 6.404/76 and item a of
article 30 of the Companys Bylaws, 5% (five percent) of the net
income for the fiscal year was allocated, prior to any other allocation, to
constitute the legal reserve, which cannot exceed 20% (twenty percent)
of the capital stock.
9. If the company has preferred shares with rights to fixed or minimum
dividends,
Not applicable
11

a. Describe how the fixed or minimum dividends are calculated

b. State whether the income for the year is sufficient to pay the fixed
or minimum dividends in full
c. State whether any unpaid portion has accrued
d. State the global amount of the fixed or minimum dividends to be
paid to each class of preferred shares
e. State the fixed or minimum dividends to be paid on a per preferred
share basis for each class
10. In relation to the mandatory dividend
a. Describe how the bylaws provide it should be calculated
Shares representing the capital stock shall receive, as a mandatory
dividend each fiscal year, 25% (twenty-five percent) of the net income
calculated under the terms of the law, and the balance shall be left to the
discretion of the Shareholders Meeting, which, subject to the legal
parameters, shall deliberate on its allocation.
b. State whether it is being paid in full
The mandatory dividend will be paid in full.
c. State any amount retained
Not applicable

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11. If the mandatory dividend is retained due to the companys financial

condition,
Not applicable
a. State the amount retained
b. Describe, in detail, the companys financial condition, including
aspects relating to an analysis of liquidity, working capital and
positive cash flows
c. Justify the retention of the dividends
12. If there is an allocation to a provision for contingencies,
Not applicable
a. State the amount allocated to the provision
b. State the loss that is considered to be probable and its cause
c. Explain why the loss was deemed to be probable
d. Justify the constitution of the provision
13. If there is an allocation to a provision for unrealized profits,
Not applicable.
a. State the amount allocated to the provision for unrealized profits
b. State the nature of the unrealized profits that gave rise to the
13

provision
14. If there is an allocation to reserves created under the bylaws,
a. Describe the clauses under the bylaws that establish the reserve
Clause 30, item "f"
b. State the amount allocated to the reserve
R$ 2,406
c. Describe how the amount was calculated
The remaining balance of the net income, after the allocation to the
legal reserve, retained earnings for investment as provided in the capital
budget and dividend distribution, represented in the form of interest on
shareholders' equity.
15. If the capital budget provides for retained earnings
a. State the amount retained
R$33,568
b. Furnish a copy of the capital budget
2015 CAPITAL BUDGET

1 Sources of funds

R$33,567,832.00

Retained Earnings

R$33,567,832.00

2 Uses of funds

R$33,567,832.00

14

Investments in acquisition of equipment for rental

R$10,100,000.00

Investments in facilities, information technology and

logistics

R$23,467,832.00
1 year

3 Term
16. If there is an allocation to a tax incentive provision
Not applicable.
a. State the amount allocated to the provision
b. Explain the nature of the allocation

15