MILLS ESTRUTURAS E SERVIOS DE ENGENHARIA S.A. CNPJ/MF No. 27.093.558/0001-15 NIRE 33.3.

0028974-7 A Publicly Held Company

MINUTES OF THE MEETING OF HOLDERS OF DEBENTURE OF THE 2ND ISSUANCE, SECOND TRANCHE DATE, TIME AND PLACE: On October 3rd, 2013, at 12h, at the head office of Mills Estruturas e Servios de Engenharia S.A. ("Issuer" or "Company"), located at Avenida das Amricas 500, block 14, suite 108, 207 and 208, Barra da Tijuca, Shopping Downtown, in the State of Rio de Janeiro, City of Rio de Janeiro. CALL NOTICE: Call notice published in September 17, 18 and 19, 2013 in the gazette "Valor Econmico" and "Dirio Oficial do Estado do Rio de Janeiro", first call, in accordance with the provisions set forth on article 124 of Law No. 6,404, dated as of December 15, 1976, as amended ("LSA"). For the purposes of this meeting, (i) "Debentures" means the debentures of the first issuance, issued according to the terms of the "Instrumento Particular de Escritura de Emisso Pblica de Debntures Simples, No Conversveis em Aes, da Espcie Quirografria, da Segunda Emisso de Mills Estruturas e Servios de Engenharia S.A.", entered into by the Issuer and Pentgono S.A. Distribuidora de Ttulos e Valores Mobilirios, as the trustee for the Debentureholders ("Trustee") on August 10, 2012 ("Indenture"); and (ii) "Debentureholders" means the totality of the holders of the Debentures. ATTENDANCE: Holders of 95.4% of the outstanding Debentures, according to the signatures provided in the attached attendance list, the Trustee and the Issuer. CHAIRMAN AND SECRETARY: Chairman: Marcelle Motta Santoro, Secretary: Karolina Gonalves Vangelotti AGENDA: (i) decide, for all purposes set forth in the Indenture (especially for the purpose of not characterizing an Event of Default), on the transfer of the following assets, liabilities, rights and obligations relating to the operations of the industrial services division of the Company to the company Mills SI Servios Industriais Ltda. (such assets, liabilities, rights and obligations are hereby designated as "Industrial Services Operations"): (a) all the agreements with clients of Industrial Services Operations, including its rights (receivables) and obligations arising therefrom; (b) all the fixed and intangible assets (software licenses, trademarks and patents) of the Company used in the Industrial Services Operations; (c) as a result of the transfer of all

active or inactive employees with functions relating to the Industrial Services Operations, all their respective labor charges (including vacation and 13th salary claims, Brazilian Social Security Institute-INSS claims and Unemployment Compensation Fund for Period of Service-FGTS claims) and advances and loans to the employees; (d) other advances to the suppliers and (e) inventory; and (ii) decide, for all purposes provided in the Indenture (especially for the purpose of not characterizing an Event of Default), on to the assignment of all quotas held by the Company in the capital stock of Mills SI Servios Industriais Ltda. to Albuquerque Participaes Ltda., pursuant to the terms of the Material Fact published by the Company on July 11, 2013. RESOLUTIONS: The Debentureholders took the following resolutions by majority decision on the subjects of the agenda: 1. With respect to item (i) of the agenda, the Debentureholders expressed their agreement with the transfer of the Industrial Services Operations to the company Mills SI Servios Industriais Ltda., approving, hereby, the execution of all the acts that may be necessary to the implementation of the relevant transfer, for all purposes provided in the Indenture, as well as declared that the event abovementioned will not be considered an Event of Default, according to the terms of the Indenture. 2. With respect to item (ii) of the agenda, the Debentureholders expressed their agreement with the assignment of all quotas held by the Company in the capital stock of Mills SI Servios Industriais Ltda. to Albuquerque Participaes Ltda., pursuant to the terms of the Material Fact published by the Company on July 11, 2013, for all purposes provided in the Indenture, as well as declared that the event abovementioned will not be considered an Event of Default, according to the terms of the Indenture. 3. As a consequence of the resolutions above, the Issuer must, until October 10, 2013, pay to each Debentureholder a fee equivalent to 0.10% on the outstanding balance of the Debentures (including Par Value and Remuneration due until October 3, 2013, multiplied by the number of Debentures held by the relevant Debentureholder). CLOSING: There being nothing more to address, the Chairman closed the meeting, and these minutes of the Meeting of Holders of Debenture of the 2nd issuance, second tranche were drafted, read, approved and signed by all the presents. Marcelle Motta Santoro, Chairman; Karolina Gonalves Vangelotti, Secretary. Debentureholders: FI RENDA FIXA CEARA CREDITO PRIVADO, GALT ICATU
VANGUARDA FI RF CP, ICATU VANGUARDA CREDITO PRIVADO IPCA FI RF LP, ICATU SEG JUROS E MOEDAS FI MULTIMERCADO, ICATU SEG FUNDO DE INVESTIMENTO RF CONSERVADOR PREV., ICATU SEG FI RF PREVIDENCIA, ICATU VANGUARDA PROTECAO REAL FI RF CREDITO PRIVADO, ICATU SEG FUNDO DE INVESTIMENTO MULTIMERCADO PREV., ICATU VANGUARDA GOLD FI RENDA FIXA LONGO PRAZO, ICATU SEG FI IPCA RENDA FIXA PREVIDENCIA, ICATU VANGUARDA RENDA FIXA FI PLUS LONGO PRAZO, ICATU VANGUARDA ADVANCED INSTITUCIONAL FIM, FUNDO DE INVESTIMENTO VT MIRANTE

RENDA FIXA, FUNDACAO BANRISUL DE SEGURIDADE SOCIAL, FUNDO DE INVESTIMENTO CAIXA CORCOVADO MULTIMERCADO, FUNDO DE INVESTIMENTO CAIXA FUNCEF HABITACIONAL RENDA FIXA, FI CAIXA MASTER BRASIL IMA-B RF LONGO PRAZO, FUNDO DE INVESTIMENTO CAIXA MASTER INDICE DE PRECOS 50 RENDA FIXA LONGO PRAZO, EROS - FI MULTIMERCADO - CREDITO PRIVADO, FUNDACAO DE SEGURIDADE SOCIAL DOS EMPREGADOS DA CST. Trustee: Pentgono S.A. Distribuidora de Ttulos e

Valores Mobilirios. Issuer: Mills Estruturas e Servios de Engenharia S.A. We certified that these minutes are a faithfully copy of the minutes executed in the Company's proper books. Rio de Janeiro, October 3, 2013.

Marcelle Motta Santoro Chairman

Karolina Gonalves Vangelotti Secretary