MILLS ESTRUTURAS E SERVIOS DE ENGENHARIA S.A.

National Corporate Taxpayers Register of the Ministry of Finance (CNPJ/MF)

n. 27.093.558/0001-15
State Registration Number (NIRE): 33.3.0028974-7
A Publicly Held Company

MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS

HELD ON JUNE 17, 2015

DATE, TIME AND PLACE: Held on June 17, 2015, at 10:30 am, at the headquarters of Mills
Estruturas e Servios de Engenharia S.A. (the Company), located at Avenida das
Amricas No. 500, block 14, store 108, rooms 207 and 208, Shopping Downtown, Barra
da Tijuca, in the City and State of Rio de Janeiro.
CALL NOTICE AND ATTENDANCE: Call notice waived in view of the attendance of all
members of the Board of Directors of the Company, in accordance with article 15,
paragraphs 2 and 3 of the bylaws of the Company.
PRESIDING: Chairman: Andres Cristian Nacht; Secretary: Frederico tila Silva Neves.
AGENDA: To deliberate on (I) the sale of the shares of the Company held in treasury to
attend to the exercise of stock options by a beneficiary of the Companys Stock Option
Program 1/2012 (Program 1/2012), approved at meeting of the Companys Board of
Directors on May 30, 2012; and (II) the execution of the Sale and Purchase Agreement
between the Company and the beneficiary in order to reflect the provisions of item (I)
above.
RESOLUTIONS: Upon discussion of all matters on the agenda, the Board of Directors
resolved by unanimous vote:
I.

to approve, pursuant to the Programs, the sale of 1,444 (one thousand, four
hundred forty-four) common shares, all nominative and with no par value, issued
by the Company, held in treasury, to attend to the exercise of stock options by a
beneficiary in accordance with the Program to be effected on the date hereof. For
the purposes of Article 8 of CVM Instruction No. 10, dated as of February 14,
1980, the Directors consign that the Company has 98,415,681 (ninety-eight
million, four hundred fifteen thousand, six hundred eighty-one) shares outstanding
and the sale of shares approved herein will not have any financial institutions as
intermediary.

II.

to authorize the Board of Executive Officers of the Company to take all actions
necessary or desirable to execute the Sale and Purchase Agreement between the
Company and the beneficiary in order to reflect the provisions of item (I) above, as
well as all necessary acts with the depositary institution of the shares of the
Company to formalize the transfers of the shares sold.

CLOSING: All the members of the Board of Directors consigned that the lack of delivery
of the agenda, as provided in article 15, caput, of the bylaws of the Company did not
cause any damage in their respective votes in the meeting. 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 the members
of the Board of Directors, the Chairman and the Secretary. Directors attending the
meeting: Andres Cristian Nacht, Elio Demier, Diego Jorge Bush, Nicolas Arthur Jacques
Wollack, Pedro Sampaio Malan, Jorge Marques de Toledo Camargo and Francisca
Kjellerup Nacht.
Rio de Janeiro, June 17, 2015.

This is a free English translation of the Minutes drawn up in the Company's

records.

_______________________________
Frederico tila Silva Neves
Secretary