MILLS ESTRUTURAS E SERVIÇOS DE ENGENHARIA S.A. Company Registry (NIRE): 33.3.0028974-7 Corporate Taxpayers ID (CNPJ/MF): 27.093.558/0001-15 MINUTES OF THE BOARD OF DIRECTORS MEETING HELD ON MARCH 24, 2011 DATE, TIME AND VENUE: On March 24, 2011, at 9:00 a.m., at the head offices of Mills Estruturas e Serviços de Engenharia S.A. ("Company"), a corporation registered with the Brazilian Securities and Exchange Commission ("CVM"), located at Estrada do Guerenguê 1381, Taquara, Jacarepaguá, in the city and state of Rio de Janeiro. CALL NOTICE: Call notice was waived as all members of the Company s Board of Directors were present, in accordance with article 15, paragraph 2 of the Bylaws. ATTENDANCE: All the Board members attended the meeting. PRESIDING BOARD: The meeting was presided over by Mr. Andres Christian Nacht. Mr. Frederico Átila Silva Neves, the Company s Chief Financial Officer, acted as secretary. AGENDA: 1. To decide on the Company s first issue of simple, unsecured debentures in a single series ("Debentures" and "Issue"), through a public offering with restricted placement efforts, pursuant to CVM Rule 476 of January 16, 2009, as amended ("CVM Rule 476") ("Offering"). 2. To authorize the Executive Board to (i) sign all documents and any amendments thereof as well as take all the necessary or appropriate measures to carry out the Issue and the Offering; (ii) to hire (a) financial institutions to act as underwriters to the Offering; and (b) other service providers for the Issue and the Offering, including the institution that will provide book-entry services for the Debentures ("Depository Institution"), the institution providing agency services for the Debentures ("Agent Bank"), the trustee agent for the debenture holders ("Trustee Agent") and legal advisors, among others and, for these purposes, may negotiate and sign the respective agreements; and (iii) regardless of any new resolution of the Board of Directors or any meeting of the Executive Board, as a result of the book building procedure (as defined below), to approve the reduction in the Remuneration (as defined below) and approve the number of Debentures to be effectively issued, with the consequent amendment of the Debenture Deed ("Debenture Deed"). RESOLUTIONS: after examining and discussing the matters on the agenda, the Board members unanimously decided: 1. To approve the Issue and the Offering according to the following characteristics.
(i) (ii) Number of the Issue. The Debentures represent the Company s first debenture issue. Total Issue Amount. The total Issue amount is up to two hundred seventy million Brazilian reais (R$270,000,000.00), subject to item (iii) below. (iii) Number of Debentures. Up to twenty-seven thousand (27,000) Debentures will be issued, in accordance with the Book Building Procedure (as defined below), subject to a minimum of twenty thousand (20,000) Debentures. (iv) (v) (vi) Nominal Unit Value. The Debentures will have a nominal unit value of ten thousand Brazilian reais (R$10,000.00) ("Nominal Unit Value"), subject to article 4, section II of CVM Rule 476. Series. The Debentures will be issued in a single series. Placement. The Debentures will be the object of a public offering with restricted placement efforts, pursuant to CVM Rule 476, with firm guarantee of 20,000 (twenty thousand) Debentures, and on a best efforts basis, with the remaining Debentures through the intermediation of financial institutions belonging to the securities distribution system, with the target public being qualified investors as defined by article 4 of CVM Rule 476 ("Qualified Investors"). (vii) Book Building. The underwriters will carry out the book building process, without accepting reservations and with no minimum or maximum lots, to jointly establish with the Company: (a) the number of Debentures, within the minimum number established in item (iii) above; and (b) the Remuneration, within the limit established in item (xviii) beloww ("Book Building Procedure"). (viii) Period for Subscription. The Debentures may be subscribed at any time, subject to article 8, paragraph 2 of CVM Rule 476. (ix) (x) (xi) Method of Subscription. The Debentures will be subscribed through the Securities Distribution System (SDT), administered and operated by CETIP (the OTC Clearing House), for a maximum of twenty (20) Qualified Investors. Payment Method and Price. The Debentures will be paid for in cash upon subscription ("Payment Date"), in local currency, with the amount being their Nominal Unit Value plus Remuneration, calculated pro rata temporis from the Issue Date (as defined below) to the Payment Date. Trading. The Debentures will be registered for trading in the secondary market through the National Debenture Module (SND), administered and operated by CETIP S.A. OTC Clearing House ("CETIP"). The 2
Debentures shall only be traded among Qualified Investors and after a period of ninety (90) days from the respective subscription or acquisition date, pursuant to articles 13 and 15 of CVM Rule 476. (xii) Method and Proof of Ownership. The Debentures shall be issued in the nominal, book-entry form, without the issue of certificates. For all legal purposes, the ownership of Debentures will be attested to by the statement of deposit issued by the Depositary Institution and, in the case of Debentures held in electronic custody by CETIP, the institution shall issue a statement in the Debentureholder s name, which will serve as proof of ownership of said Debentures. (xiii) Convertibility. The Debentures will not be convertible into the Company s shares. (xiv) Type. The Debentures will be unsecured, pursuant to article 58, head provision, of Law 6,404, of December 15, 1976, as amended. (xv) Issue Date. For all legal purposes, the issue date of Debentures will be April 18, 2011 ("Issue Date"). (xvi) Term and Maturity Date. The term of the Debentures will be five (5) years from the Issue Date, maturing on April 18, 2016 ("Maturity Date"). (xvii) Payment of the Nominal Unit Value. Without prejudice to the payments relating to the early redemption of Debentures and/or early maturity of the obligations related to the Debentures, pursuant to the terms envisaged in the Debenture Deed, the Nominal Unit Value of each Debenture will be paid in three (3) annual and consecutive installments, in the following order: (a) two (2) installments, each corresponding to thirty-three point three three three three percent (33.3333%) of the Nominal Unit Value (without any amortization) of each Debenture, with the first installment becoming due on April 18, 2014 and the second installment due on April 18, 2015; and (b) one (1) installment, corresponding to thirty-three point three three three four percent (33.3334%) of the Nominal Unit Value (without any amortization) of each Debenture, due on the Maturity Date; (xviii) Remuneration. The Nominal Unit Value of the Debentures will not be monetarily restated. The Nominal Unit Value of Debentures will be entitled to interest equivalent to the accumulated variation of a percentage, to be defined in accordance with the Book Building Procedure, in any case, limited to one hundred fourteen percent (114%) of the average daily rate of interbank deposits (DI), "over extra-group", expressed as percentage per year of two hundred fifty-two (252) business days, calculated and announced daily by CETIP, in the daily bulletin available on its website (http://www.cetip.com.br) ("DI Rate"), calculated 3
exponentially and cumulative pro rata temporis on the number of business days counted from the Issue Date or the date of payment of the immediately previous Remuneration, as applicable, until the effective payment date ("Remuneration"). (xix) Payment of Remuneration. Without prejudice to payments arising from the early redemption of Debentures and/or early maturity of obligations related to the Debentures, pursuant to the terms envisaged in the Debenture Deed, the Remuneration will be paid half-yearly as of the Issue Date, with the first payment on October 18, 2011 and the last payment on the Maturity Date. (xx) Total Optional Early Redemption or Optional Early Amortization. Subject to compliance with the conditions envisaged in the Debenture Deed, the Company may, at its sole criterion and at any time as of April 18, 2014, inclusive, with prior notice of ten (10) Business Days from the event date, early redeem all the outstanding Debentures and cancel them (partial redemption of Debentures is prohibited), or early amortize the outstanding balance of the Nominal Unit Value of all the outstanding Debentures, by paying the outstanding balance of the Nominal Unit Value of Debentures, in case of redemption, or the outstanding balance installment of the Nominal Unit Value of outstanding Debentures, limited to ninety-eight percent (98%) of the outstanding balance of the Nominal Unit Value of Debentures, in case of amortization, plus Remuneration, calculated pro rata temporis from the Issue Date or the immediately prior Remuneration payment date, as applicable, until the date of payment, plus a premium on the redemption or amortization amount (corresponding to the outstanding balance of the Nominal Unit Value of Debentures, in case of redemption, or the installment of the outstanding balance of the Nominal Unit Value of outstanding Debentures, limited to ninety-eight percent (98%) of the outstanding balance of the Nominal Unit Value of the Debentures, in case of amortization, plus Remuneration, calculated pro rata temporis from the Issue Date or the immediately prior Remuneration payment date, as applicable, until the date of payment), corresponding to zero point three zero percent (0.30%) p.a., calculated pro rata temporis for the period between the date of redemption or amortization, as applicable, and the Maturity Date. (xxi) Allocation of Proceeds. Net proceeds obtained by the Company from the Issue will be fully allocated to redeem all the thirty (30) promissory notes, with nominal unit value of one million Brazilian reais (R$1,000,000.00), totaling thirty million Brazilian reais (R$30,000,000.00), the object of the Company s first issue, in a single series, remunerated according to the respective terms and conditions, with the balance to be used (a) to rebuild 4
the Company s cash position after the investments made in 2011, (b) for investments envisaged in the Company s expansion plan, and (c) for the Company s general cash requirements and expenses. (xxii) Early Maturity. The early maturity of the Debentures will be declared in the hypotheses to be determined in the Debenture Deed. 2. To authorize the Executive Board to (i) sign all documents and any amendments thereof as well as take all the necessary or appropriate measures to carry out the Issue and the Offering, including the agreement for the underwriting and public distribution of Debentures; (ii) to hire (a) financial institutions to act as underwriters to the Offering; and (b) other service providers for the Issue and the Offering, including the Depository Institution, the Agent Bank, the Trustee Agent and the legal advisors, among others and, for this, negotiate and sign the respective agreements; and (iii) regardless of any new resolution of the Board of Directors or any meeting of the Executive Board, as a result of the Book Building Procedure, to approve the reduction in the Remuneration and approve the number of Debentures to be effectively issued, with the consequent amendment of the Debenture Deed ("Debenture Deed"). CLOSURE: There being no further matters to address, the Chairman adjourned the meeting and determined that all documents mentioned herein, duly initialed by the Presiding Board, will be filed at the Company s headquarters. The Minutes of this Board of Directors meeting were drawn up, read, approved and signed by all the Board members, as well as the Chairman and the Secretary. Attending Board members: Andres Cristian Nacht, Elio Demier, Diego Jorge Bush, Nicolas Arthur Jacques Wollack, Pedro Malan and Pedro Chermont. Rio de Janeiro, March 24, 2011 This is a free translation of the original document in the Company s records. Frederico Átila Silva Neves Secretary 5