MILLS ESTRUTURAS E SERVIOS DE ENGENHARIA S.A. CORPORATE TAXPAYERS ID (CNPJ/MF): 27.093.558/0001-15 CORPORATE REGISTRY (NIRE): 33.3.

0028974-7

MINUTES OF THE BOARD OF DIRECTORS MEETING HELD ON FEBRUARY 25, 2011

1. Date, Time and Place: Held on February 25, 2011, at 10:00 a.m., at the Companys headquarters, in the city of Rio de Janeiro, state of Rio de Janeiro, at Estrada do Guerengu, n 1.381 , Taquara, Jacarepagu. 2. Call Notice and Attendance: The call notice was waived as all members of the Companys Board of Directors were present, in accordance with article 15, paragraph 2 of the Bylaws. 3. Presiding Board: Chairman: Sr. Andres Cristian Nacht; Secretary: Frederico tila Silva Neves. 4. Agenda: (i) issue an opinion on the Managements Report, the Managements accounts and the Companys Financial Statements from the fiscal year ended December 31, 2010, as well as the independent auditor's report; (ii) approve the proposed capital budget for fiscal year 2011; (iii) issue an opinion on the Managements proposal for the allocation of net income for the fiscal year ended December 31, 2010; and (iv) acknowledge the resignation of a member of the Board of Directors. 5. Resolutions: After discussing the matters on the Agenda, the board members unanimously resolved to: (i) approve the Managements Report, the Managements accounts, the Companys Financial Statements and the independent auditors report for the fiscal year ended December 31, 2010, which shall be filed at the Company's headquarters and published in due time, in accordance with applicable legislation, and they will also be submitted to shareholders approval during the Annual Shareholders Meeting; (ii) approve the capital budget for the 2011 fiscal year, which can be found in Exhibit 1 hereto and shall be forwarded to shareholders for approval during the Annual Shareholders' Meeting, pursuant to article 196 of Law 6,404/76, as amended; (iii) approve the proposal for allocation of net income for the fiscal year ended December 31, 2010, as proposed by the Management in the document dated February 24, 2011, which can be found in Exhibit 2 hereto and shall be forwarded to shareholders for approval during the Annual Shareholders' Meeting; and

(iv)

Acknowledge and accept the resignation of Mr. Gustavo Feitosa Felizzola from the position as a member of the Companys Board of Directors and to leave the position vacant until a new member is appointed; the board members thanked Mr. Gustavo Feitosa Felizzola for his performance and contribution to the Company.

6. Closure: 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 Members of the Board of Directors, the Chairman and the Secretary. Attending Board members: Andres Cristian Nacht, Elio Demier, Diego Jorge Bush, Gustavo Feitosa Felizzola, Nicolas Arthur Jacques Wollack, Pedro Malan and Pedro Chermont. Rio de Janeiro, February 25, 2011.

This is a free translation of the original document filed in the Companys records.

_______________________________ Frederico tila Silva Neves Secretary

EXHIBIT 1

2011 CAPITAL BUDGET (all amounts presented in R$) 1 Sources of funding Own funds (retained earnings from previous fiscal years) Profit reserve from the 2010 fiscal year Cash generation and funding 2 Use of funds Investments in expansion (acquisition of equipment) Investments in facilities and information technology to aid in expansion Funds for the acquisition of shareholding interest 427,200,000.00 61,242,537.03 71,526,715.40 294,430,747.57 427,200,000.00 330,000,000.00 7,200,000.00 90,000,000.00

EXHIBIT 2

Rio de Janeiro, February 24, 2011. To the Members of the Board of Directors Of Mills Estruturas e Servios de Engenharia S/A. Subject: Managements Proposal for the Allocation of Net Income for Fiscal Year Ended December 31, 2010 Dear Sirs, The Management of Mills Estruturas e Servios de Engenharia S/A (Company) resolved to submit the proposal herein for examination by the Board of Directors in order to allocate the net income for fiscal year ended December 31, 2010. The Companys net income from the fiscal year ended December 31, 2010 was a total of R$103,283,214.58. Thus, the Companys Management proposes that: (i) in accordance with article 193 of Law 6,404/76, as amended, and item a of article 30 of the Company's Bylaws, a total of R$5,164,160.73 be allocated to the Legal Reserve; (ii) a total of R$28,112,626.61, corresponding to R$0.22 per share, be allocated to the payment of dividends to the Companys shareholders as mandatory dividends, of which R$25,400,000.00 shall be paid as interest on equity, pursuant to the resolution of the Board of Directors meeting held on December 28, 2010, based on the Company's shareholding position on that date, and R$2,712,626.61 as dividends, to be paid to shareholders on the date dividends were declared; and (iii) in accordance with article 196 of Law 6,404/76, as amended, and item c of article 30 of the Company's Bylaws, a total of R$71,526,715.40 be allocated to create a Profit Reserve, which will include net income for the year and the realization of the special goodwill reserve in the amount of R$1,520,288.16.

The proposal for allocation of net income is summarized below:

Description Income from the Year

Amount (in R$) 103,283,214.58

Legal Reserve Mandatory Dividends Dividends Interest on Equity

(5,164,160.73) (28,112,626.61) (2,712,626.61) (25,400,000.00)

Profit Reserve

71,526,715.40

Funds allocated to the profit reserve shall be used to finance a portion of investments laid out in the Companys capital budget for the acquisition of equipment for expansion and investments in facilities and information technology to aid in the planned expansion. Thus, the Management proposes that the Board of Directors examine this proposal for the allocation of net income and submit the amounts presented herein for the approval of the Companys Annual Shareholders Meeting. In accordance with article 9, paragraph 1, item II of CVM Rule 481/2009, the information requested by Exhibit 9-1-II thereto are presented below. Sincerely, The Management Mills Estruturas e Servios de Engenharia S.A.

EXHIBIT 9-1-II
ALLOCATION OF NET INCOME All amounts are presented in thousands of reais, unless indicated otherwise. 1. Net income for the fiscal year R$103,283 2. Total amount and value per share of dividends, including dividends paid in advance and previously declared interest on equity Total Gross Amount: R$28,112 R$0.22 per share Dividends: R$2,712 R$0.02 per share Interest on Equity: R$25,400 R$0.20 per share Total amount net of withholding tax on Interest on Equity: R$24,530 - R$0.19 per share 3. Percentage of net income for the fiscal year to be distributed 27.21%, or 23.75% net of withholding tax on Interest on Equity. 4. Total amount and amount per share of dividends distributed based on income from previous fiscal years Not applicable. 5. Please inform the following, minus dividends paid in advance and previously declared interest on equity: a. Gross amount of dividends and interest on equity, separated by share class and type Dividends: R$2,712 R$0.02 per share. b. Form and period for payment of dividends and interest on equity Dividends will be paid in a single installment to be deposited in the shareholders checking accounts by April 29, 2011. c. Monetary restatement and interest on dividends and interest on equity. Not applicable.

d. Date of declaration of the payment of dividends and interest on equity used to identify shareholders that will be entitled thereto Dividends will be declared at Mills annual shareholders' meeting to approve the accounts for the 2010 fiscal year. 6. If dividends or interest on equity have been declared based on income from halfyearly balances or those of shorter periods a. The amount of previously declared dividends and interest on equity Interest on Equity: R$25,400 b. The date of respective payments Payment will be made by April 29, 2011. 7. Provide a table indicating the following values for each type and class of share: a. Net income for the fiscal year and the last three (3) fiscal years Fiscal Year 2010 2009 2008(*) 2007 (*) Net Income R$103,283 R$68,338 R$30,588 R$10,547 Net Income per Share R$0.82 R$0.78 R$0.46 R$0.21

(*) In 2007 and 2008, the Mills group was made up of the companies Mills Andaimes Tubulares do Brasil S.A., Mills Estruturas e Servios de Engenharia Ltda. and Mills Industria e Comercio Ltda., therefore, numbers presented for these periods include the combination of the companies.

b. Dividends and interest on equity distributed in the last three (3) fiscal years Fiscal Year 2009 2008 (*) 2007 (*) Dividends R$10,723 R$7,476 R$9,421 Dividends share R$0.12 R$0.11 R$0.19 per IOE R$5,519 IOE per share R$0.06 -

(*) In 2007 and 2008, the Mills group was made up of the companies Mills Andaimes Tubulares do Brasil S.A., Mills Estruturas e Servios de Engenharia Ltda. and Mills Industria e Comercio Ltda., therefore, numbers presented for these periods include the combination of the companies.

8. Allocation of profit to the legal reserve a. Amount allocated to the legal reserve

R$5,164 b. Form in which the legal reserve is calculated 5% of net income for the year is applied, before any other allocation, to the creation of a legal reserve which shall not exceed 20% of capital stock. 9. If the Company has preferred shares entitled to fixed or minimum dividends Not applicable. a. Describe the calculation of fixed or minimum dividends b. Inform whether the income in the fiscal year is sufficient for payment in full of fixed or minimum dividends c. Identify if the unpaid installment is cumulative

d. Identify the total value of fixed or minimum dividends to be paid to each class of preferred shares e. Identify the fixed or minimum dividends to be paid to each class of preferred shares 10. Mandatory dividends a. Describe the basis for calculation established in the Bylaws The shares representing capital stock receive 25% of net income assessed in accordance with the law as mandatory dividends every fiscal year, while the balance shall be allocated according to the resolutions of the Annual Shareholders' Meeting in accordance with legal recommendations. b. Payment in full of mandatory dividends The minimum mandatory dividends will be paid in full. c. Inform the amount withheld Not applicable. 11. If the mandatory dividends are withheld due to the Companys financial situation Not applicable.

a. Inform the amount withheld b. Describe, in detail, the Companys financial situation, including aspects related to the analysis of liquidity, working capital and positive cash flows c. Justify the withholding of dividends

12. If the result is allocated to a contingency reserve Not applicable. a. Amount allocated to the reserve b. Identify the losses considered to be probable resulting from the contingency c. Explain why losses are probable

d. Justify the creation of the reserve 13. If the result is allocated to a unrealized profit reserve Not applicable. a. Inform the amount allocated to the unrealized profit reserve b. Inform the nature of unrealized profits that resulted in the creation of the reserve 14. If the result is allocated to a statutory reserve Not applicable. a. Describe the statutory clauses that establish the reserve b. Amount allocated to the reserve c. Describe how the amount was calculated

15. If profit is withheld in accordance with the capital budget a. Identify the amount withheld R$71,527. Includes both net income and the realization of a special goodwill reserve in the amount of R$1,520. b. Provide a copy of the capital budget

Attached to this document 16. If the result is allocated to a tax incentive reserve Not applicable. a. Inform the amount allocated to the reserve b. Describe the nature of the allocation