MILLS ESTRUTURAS E SERVIOS DE ENGENHARIA S.A. Corporate Taxpayer's ID (CNPJ/MF) n. 27.093.558/0001-15 Corporate Registry (NIRE): 33.3.

0028974-7
Public Held Company

MINUTES OF THE BOARD OF DIRECTORS' MEETING HELD ON DECEMBER 6, 2013. DATE, TIME AND PLACE: December 6, 2013, at 10:00 a.m., at the head offices of Mills Estruturas e Servios de Engenharia S.A. ("Company"), a publicly-held company registered at the Brazilian Securities and Exchange Commission ("CVM"), located at Avenida das Amricas 500, bloco 14, loja 108, salas 207 e 208, Barra da Tijuca, Shopping Downtown, in the City of Rio de Janeiro, State of Rio de Janeiro. CALL NOTICE: call notice was waived in view of the attendance of all the members of the Company's Board of Directors`, pursuant to paragraph 2, article 15 of the bylaws. ATTENDANCE: the following members of the Company's Board of Directors attended the meeting: Andres Cristian Nacht, Elio Demier, Diego Jorge Bush, Nicolas Arthur Jacques Wollak, Pedro Sampaio Malan e Jorge Marques de Toledo Camargo. PRESIDING BOARD: the meeting was presided by Mr. Andres Cristian Nacht. Mr. Frederico tila Silva Neves, Chief Financial of the Company, acted as secretary. AGENDA: to authorize the assumption of obligations by the Company pursuant to the Article 17, item (j) of the Company's by-laws. RESOLUTIONS: after analyzing and discussing the matter in the agenda, the members of the Board of Directors resolved by unanimous decision and without any restriction, to:

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approve, pursuant to the Article 17, item (j) of the Company's by-laws, the Executive Officers to enter into a loan or financing agreement, in a foreign currency, with first-line financial institution, in the amount of up to R$40.000.100,00 (forty millions and one hundred Brazilian real), jointly with hedge transaction in any form, to protect the Company against exposure to currency fluctuations in connection with the loan. The Executive Officers of the Company are authorized to negotiate all terms (including rates and terms) and sign all contracts, amendments, confirmations and other documents related to these operations, and to take all measures necessary for the enforcement of these instruments.

CLOSURE: There being no further business to discuss, these Minutes were drawn up, read, approved and singed by all the members of the Board of Directors, by the President and by the Secretary. Rio de Janeiro, December 6, 2013. This is a free translation of the original document filed in the Company's records. _______________________________ Frederico tila Silva Neves Secretary