CNPJ/MF No / NIRE Publicly-held Company HELD ON APRIL 26, 2013

Transcription

1 MILLS ESTRUTURAS E SERVIÇOS DE ENGENHARIA S.A. CNPJ/MF No / NIRE Publicly-held Company MINUTE OF THE ORDINARY GENERAL SHAREHOLDERS MEETING, HELD ON APRIL 26, 2013 DATE, TIME, PLACE: On April 26, 2013, at 11:00, at Avenida das Américas 500, bloco 14, loja 108, Barra da Tijuca, Shopping Downtown, in the city of Rio de Janeiro, State of Rio de Janeiro. CALL OF THE MEETING: By means of convening notice published on 22, 25 and 26 of March, 2013, in "Diário Oficial do Estado do Rio de Janeiro" and "Valor Econômico". PUBLICATION: Financial statements, management's report and report of the independent auditors regarding the fiscal year ended on December 31, 2012, approved by the Board of Directors of the Company in the meeting held on March 4, 2013 and favorable opinion of Fiscal Council, approved at a meeting of respective body, held in March 4, 2013, all published in "Diário Oficial do Estado do Rio de Janeiro" and "Valor Econômico" on March 13, 2013, being the publication of the notices provided in article 133, caput, of Law No. 6,404/76 dismissed in view of the provisions of paragraph 5 of the same article. ATTENDANCE: Shareholders jointly representing 61,23% of the capital stock of the Company, as registered in the Book of Shareholder s Presence, noting, in this way, the existence of quorum for the Ordinary Shareholders Meeting. Also present Ms. Alessandra Eloy Gadelha, Investor Relations Director of the Company, and Mr. Antonio Carlos Brandão de Sousa, enrolled in the CRC/RJ under No. 1RJ /O-4, representing Deloitte Touche Tohmatsu Auditores Independentes, and Mr. Eduardo Botelho Kiralyhegy, member of the Fiscal Council,

2 provided in article 164, of Law No. 6,404/76. BOARD OF THE MEETING: Chairman: Andres Cristian Nacht; Secretary: Rafael Machado da Conceição. AGENDA: (i) appreciation of the Management s Report, the Management s accounts, the Company's Financial Statements and the independent auditor's report for the fiscal year ended December 31, 2012, as accompanied by the opinion of the independent auditors and the favorable opinion of the Fiscal Council; (ii) approval of the capital budget for the 2013 fiscal year; (iii) approval of the Management s Proposal for the Allocation of Net Income for Fiscal Year Ended December 31, 20121; (iv) Elect the members of the Company s Fiscal Council; and (v) establish the compensation of the Company s administrators for fiscal year DECISIONS: Brought into the discussion the matters on the agenda, the shareholders resolved: I. In Ordinary General Shareholders Meeting: 1.1 to approve, by unanimous vote, registering abstentions as manifestation, with abstentions by filed shareholders legally prevented, the Management Report, the Managements accounts, the Company s Financial Statements, the independent auditors report and the fiscal council s report for the fiscal year ended December 31, 2011; 1.2 in compliance with the provisions of Article 196 of Law No. 6404/76, to approve, by unanimous vote, registering abstentions as manifestation filed, the proposal of capital budget for the 2013 fiscal year, attached hereto as Annex 1, approved by the Board of Directors of the Company on March 4, 2013; 1.3 to approve, by unanimous vote, registering abstentions as manifestation filed, the proposal for the allocation of net income for fiscal year ended December 31, 2012, approved by the Board of Directors on March 4, 2013, attached hereto as Annex 2; 2

3 (iv) to reelect, by unanimous vote, registering abstentions as manifestation filed, the members of the Fiscal Council, with mandate until the next ordinary general shareholders meeting to be held to approve the accounts for the fiscal year 2014, Mr.: 1) Mr. Rubens Branco da Silva, Brazilian, married, lawyer, bearer of identity card No , issued by OAB/RJ, enrolled with CPF/MF under No , resident and domiciled at Avenida dos Flamboyants No. 1250, Block 02, Apartment 501, Barra Tijuca, in the city of Rio de Janeiro, State of Rio de Janeiro, CEP ; 2) Mr. Eduardo Botelho Kiralyhegy, Brazilian, single, lawyer, bearer of identity card No. 114,461, issued by OAB/RJ, enrolled with CPF/MF under No , resident and domiciled at Avenida Julio Furtado No. 193/605, Grajaú, in the city of Rio de Janeiro, State of Rio de Janeiro, CEP ; 3) Mr. Maurício Rocha Alves de Carvalho, Brazilian, married, engineer, bearer of identity card No , issued by ISP/RJ, enrolled with CPF/MF under No , resident and domiciled at Rua Canario No. 515, apartment 41, Moema, in the city of São Paulo, State of São Paulo, CEP , as permanent members, and 1.1.) Mr. Daniel Oliveira Branco Silva, Brazilian, single, lawyer, bearer of identity card No , issued by OAB/RJ, enrolled with CPF/MF under n.º , resident and domiciled at Avenida Jornalista Ricardo Marinho, nº 300, aptº 1202, Barra da Tijuca, in the city of Rio de Janeiro, State of Rio de Janeiro, CEP ; 2.1.) Maria Cristina Pantoja da Costa Faria, Brazilian, single, lawyer, bearer of identity card No , issued by the OAB / RJ, enrolled with CPF / MF under No º, Rua Joaquim Nabuco 266 / 402, Arpoador in the City of Rio de Janeiro, State of Rio de Janeiro, CEP ; and 3.1.) Mr. Peter Edward Cortes Marsden Wilson, Brazilian and English, married, business administrator, bearer of identity card No , issued by SSP/RJ, enrolled with CPF/MF under No , resident and domiciled at Rua Princesa Izabel No. 347, apartment 92, Campo Belo, in city of São Paulo, State of São Paulo, CEP , as their respective alternate members, all of them with term of office until the Ordinary General Shareholders Meeting to examine the financial statements for the fiscal year 2013, by signing the respective instrument of investiture in the Book of Minutes of the Meeting of the Company's Board of Auditors, in compliance with Articles 146 and 147 of Law No. 6404/76 and the second paragraph of Article 28 of the Company's Bylaws, as well as the provisions of CVM Instruction No. 367/02. Mr. Rubens Branco da Silva hold the position of 3

4 Chairman of the Fiscal Council. pursuant to paragraph three of Article 162 of Law No. 6404/76, it was approved, by unanimous vote, that the monthly individual remuneration of the members of the Board of Auditors shall be of 10% (ten percent) of the remuneration set out for each manager of the Company, excluding benefits, business entertainment allowance and profit sharing; (v) the shareholders decided, by majority vote, registering abstentions as manifestation filed, to set forth the annual global compensation of the Board of Directors and the Managers, for the 2013 fiscal year, in the amount of R$12,014, (twelve million and fourteen thousand reais), being the Board of Directors the responsible for its distribution among the members of the Board of Directors and Managers. DOCUMENTS SUBMITTED TO THE GENERAL SHAREHOLDERS MEETING: THE DOCUMENTS SUBMITTED TO THE GENERAL SHAREHOLDERS MEETING WERE NUMBERED AND CERTIFIED BY THE BOARD OF THE MEETING AND FILED AT THE COMPANY, HAVING BEEN DELIVERED COPIES TO SHAREHOLDERS WHO REQUESTED THEM. CLOSING: WITH NOTHING MORE TO BE DISCUSSED, THE CHAIRMAN HAS JUST DROPPED THE WORK, THESE MINUTES WERE DRAWN UP IN SUMMARY FORM, THAT WILL BE PUBLISHED WITHOUT THE SIGNATURES OF THE PRESENT SHAREHOLDERS, IN ACCORDANCE WITH FIRST AND SECOND PARAGRAPHS OF ARTICLE 130 OF LAW NO. 6404/76, WHICH, AFTER BEING READ AND APPROVED, WAS SIGNED IN THE PROPER BOOK BY ALL SHAREHOLDERS IN ATTENDANCE, THE CHAIRMAN AND THE SECRETARY. SHAREHOLDERS IN ATTENDANCE: ANDRES CRISTIAN NACHT, ANTONIA KJELLERUP NACHT, JYTTE KJELLERUP NACHT, PEDRO KOELLERUP NACHT, SNOW PETREL S.L., TOMAS RICHARD NACHT, ADVANCED SERIES TRUST AST ASA ALLOCATION PORTFOLIO, ALASKA PERMANENT FUND, ALGER EMERGING MARKETS FUND, ALPINE GLOBAL INFRASTRUCTURE FUND, AMERICAN CENTURY 4

5 WORLD MUTUAL FUNDS, INC INT OPP FUND, AMERICAN FUNDS INS SER GL SMALL CAPITALIZ FD, AMERICAN LEGACY FOUNDATION, BEST INVESTMENT CORPORATION, BEST INVESTMENT CORPORATION, CAISSE DE DEPOT ET PLACEMENT DU QUEBEC, CAPITAL INTERNATIONAL - INTERNATIONAL EQUITY, CATHOLIC HEALTH INITIATIVES, CENTRAL STATES SOUTHEAST SOUTHWEST A PE FD, CITY OF NEW YORK GROUP TRUST, CN CANADIAN MASTER TRUST FUND, COLLEGE RETIREMENT EQUITIES FUND, COLLEGES OF APPLIED ARTS AND TECHNOL. P.PLAN, CORNERSTONE ADVISORS GLOBAL PUBLIC EQUITY FUND, COX ENTERPRISES INC MASTER TRUST, DRIEHAUS COMPANIES PROFIT SHARING PLAN AND TRUS, DRIEHAUS EMERGING MARKETS SMALL CAP GROWTH FUND, DRIEHAUS INTERNATIONAL SMALL CAP G FD A SE DRIEHAUS M FNDS, EMERGING MARK SMALL CAPITALIZAT EQUITY INDEX NON-LENDA FD B, EMERGING MARKETS SMALL CAPIT EQUITY INDEX NON-LENDABLE FUND, EMERGING MARKETS SMALL CAPITALIZATION EQUITY INDEX FUND, EWING MARION KAUFFMAN FOUNDATION, FIDELITY AD S VIII: FIDELITY AD GL CAPITAL APP F, FIDELITY EMERGING MARKETS EQUITY INVESTMENT TRUST, FIDELITY INVESTMENT TRUST: FIDELITY SERIES EMERGING MARK FUN, FIDELITY INVESTMENT TRUST: FIDELITY TOTAL EMERGING MARKETS F, FIDELITY RUTLAND SQUARE T II: STRATEGIC ADV INTER MUL-M FUND, FIDELITY RUTLAND SQUARE TRUST II: STRATEGIC ADVISERS INT F, FIDELITY S FUND: FIDELITY BLUE CHIP GROWTH FUND, FIRE AND POLICE EMPL RET SYST C OF BALTIMORE, FIRE AND POLICE PENSION ASSOC OF COLORADO, FIREMEN S ANNUITY AND BEN. FD OF CHICAGO, FIRST INITIATIVES INSURANCE LTD, FIRST TRUST BRAZIL ALPHADEX FUND, FLORIDA RETIREMENT SYSTEM TRUST FUND, FORD MOTOR CO DEFINED BENEF MASTER TRUST, GOLDMAN SACHS GROWTH MARKETS EQUITY SUB-TRUST N, IBM DIVERSIFIED GLOBAL EQUITY FUND, ING INTERNATIONAL CORE FUND, ISHARES MSCI BRAZIL SMALL CAP INDEX FUND, ISHARES MSCI EMERGING MARKETS SMALL CAP INDEX FUND, JAPAN TRUSTEE SERVICES BK, LTD. RE: RTB NIKKO BEA MOTHER FD, LAUDUS INTERNATIONAL MARKETSMASTER FUND, LAZARD ASSET MANAGEMENT LLC, LOOMIS SAYLES GLOBAL EQUITY AND INCOME FUND, MANNING & NAPIER FUND, INC INTERNATIONAL SERIES, MANNING & NAPIER FUND, INC. PRO-BLEND EXTENDED TERM 5

6 SERIES, MANNING & NAPIER FUND, INC. PRO-BLEND MAXIMUM TERM SERIES, MANNING & NAPIER FUND, INC. PRO-BLEND MODERATE TERM SERIES, MARKET VECTORS - BRAZIL SMALL - CAP INDEX ETF, MARKET VECTORS - LATIN AMERICA SMALL - CAP ETF, MARVIN&PALMER EMERG. MKTS. EQUITY L.P., MARVIN & PALMER FUNDS PLC, MELLON BANK N.A EB COLLECTIVE INVESTMENT FUND PLAN, MILLPENCIL (US) LP, NEW YORK STATE DEFERRED COMPENSATION PLAN, PRUDENTIAL WORLD FUND, INC. - PRUD JENNISON INTER O FUND, PUBLIC EMPLOYEES RETIREMENT SYSTEM OF OHIO, PUBLIC EMPLOYES RET SYSTEM OF MISSISSIPPI, PYRAMIS GR TR F E B PL: PYRAMIS SEL INTER S C P C POOL, SAN DIEGO GAS & ELEC CO NUC FAC DEC TR QUAL, SMALLCAP WORLD FUND.INC, SPDR S&P EMERGING MARKETS SMALL CAP ETF, SSGA MSCI EMERGING MKT SMALL CI NON LENDING COMMON TRT FUND, STATE OF CALIFORNIA PUBLIC EMPLOYEES RETIREMENT SYSTEM, STATE ST B AND T C INV F F T E RETIR PLANS, STATE STREET EMERGING MARKETS, T PRUDENTIAL SERIES FD,INC.- SP INTERNAT GROWTH PRTF, TEACHER RETIREMENT SYSTEM OF TEXAS, TEACHERS RETIREMENT SYSTEM OF THE STATE OF ILLINOIS, THE BAR EM MKTS UM FD SF BAR LATIN AMERICA, THE BOEING COMPANY EMPLOYEE SAVINGS PLANS MASTER TRUST, THE BOSTON CO.INC.P.E. FUND/ EMRG.MKTS S.CAP VALUE E.FUND, THE HOSPITAL AUTHRORITY PROVIDENT FUND SCHEME, THE LATIN AMERICAN DISCOVERY FUND, INC., THE MASTER T BK OF JPN, LTD AS T OF NIKKO BR EQ MOTHER FUND, THE MINISTERS AND MISSION BNFT BRD AM BAPT CH, THE MONETARY AUTHORITY OF SINGAPORE, THE MTBJ, LTD. AS TRT F N TRT ALL C WD E IN I F (TAX E QIIO), THE PENSION RESERVES INVESTMENT MANAG.BOARD, THE STATE TEACHERS RETIREMENT SYSTEM OF OHIO, TIAA-CREF FUNDS - TIAA-CREF EMERGING MARKETS EQUITY FUND, VANGUARD FTSE ALL-WORLD EX-US SMALL-CAP INDEX FUND ASOVIEIF, VANGUARD TOTAL WSI FD A SOV INTERNATIONAL EQUITY INDEX FDS, VIRGINIA RETIREMENT SYSTEM, WASHINGTON STATE INVESTMENT BOARD, WILLIAM BLAIR COLLECTIVE INVESTMENT TRUST, WILLIAM BLAIR EMERGING MARKETS SMALL CAP GROWTH FUND, WILLIAM BLAIR INSTITUTIONAL INTERNATIONAL GROWTH FUND, WILLIAM BLAIR MUTUAL FUNDS,INC. INTERNATIONAL GROWTH FUND, WISDOMTREE EMERGING MARKETS SMALLCAP DIVIDEND FUND, BLACKROCK 6

7 KOREA EMERGING MARKETS PRIVATE FUND-MASTER, EMERGING MARKETS EQUITY CORPORATE CLASS, EMERGING MARKETS EQUITY POOL, FUNDO DE INVESTIMENTO MULTIMERCADO CREDITO PRIVADO TREVISO, FUNDO MUTUO DE INV ACOES CCF SALUBRE, HSBC FI ACOES VALOR, HSBC FI DE ACOES KAZAN PRIVATE, HSBC FI MM PREVID. MODERADO VGBL, HSBC FI MULTIMERCADO PREVID AGRESSIVO VGBL, HSBC FI MULTIMERCADO PREVIDENCIARIO 49, HSBC FI MULTIMERCADO PREVIDENCIARIO AGRESSIVO, HSBC FI MULTIMERCADO PREVIDENCIARIO EMPRESARIAL MODERADO, HSBC FI MULTIMERCADO PREVIDENCIARIO FUTURE COMPOSTO II, HSBC FI MULTIMERCADO PREVIDENCIARIO MODERADO II VGBL, HSBC FI PREVIDENCIARIO MULTIMERCADO POTENCIAL, HSBC FI PREVIDENCIARIO MULTIMERCADO VALOR, HSBC FIA KAZAN INSTITUCIONAL, HSBC FIA SMALL CAPS, HSBC FIM PREVIDENCIARIO FUTURE COMPOSTO I, HSBC FIM PREVIDENCIARIO FUTURE COMPOSTO III, HSBC FIM PREVIDENCIARIO MODERADO, HSBC FIM PREVIDENCIARIO MODERADO II, HSBC FIM PREVIDENCIARIO TAGUAIBA, HSBC FUNDO DE INV DE ACOES NITE, HSBC FUNDO DE INVESTIMENTO ACOES INSTITUCIONAIS PLUS, HSBC FUNDO DE INVESTIMENTO ACOES INSTITUCIONAL, HSBC FUNDO DE INVESTIMENTO DE ACOES SANTA HELENA VALOR, HSBC FUNDO DE INVESTIMENTO DE ACOES SMALL CAPS MASTER, JPMORGAN BRAZIL EQUITY MASTER INVESTMENT TRUST, NATIONAL GRID UK PENSION SCHEME TRUSTEE LIMITED, SELECT INTERNATIONAL EQUITY MANAGED CORPORATE CLASS, SELECT INTERNATIONAL EQUITY MANAGED FUND, SIGNATURE EMERGING MARKETS CORPORATE CLASS, CAPITAL EMERGING M. TOTAL OPPORTUNITIES FUND (AUSTRALIA), CAPITAL EMERGING MARKETS TOTAL OPPORTUNITIES FUND, CAPITAL GUARD INT ALL COUNTRIES EQUITY MASTER FUND, CAPITAL GUARDIAN E M EQ DC M FD, CAPITAL GUARDIAN EM.MKTS.R.EQ.FD.FOR TAX.E.TS, CAPITAL GUARDIAN EMER MKTS TOTAL OPPORT FD FOR TAX-EXEMPT TR, CAPITAL GUARDIAN EMERG MKTS EQUI MAST FD, CAPITAL GUARDIAN EMERGING MARKETS TOTAL OPPORTU MASTER TRUST, CAPITAL GUARDIAN I ALL COU EQT FD FOR TX EXPT TRUSTS, CAPITAL INTERNAT.EMERG.MARKETS FUND, CAPITAL INTERNATIONAL EMERGING ECONOMIES, CAPITAL INTERNATIONAL PORTFOLIOS, CITY OF PHILADELPHIA PUB 7

8 EMPLOYEES RET SYSTEM, COLUMBIA ACORN FUND, COLUMBIA ACORN INTERNATIONAL, COLUMBIA GLOBAL OPPORTUNITIES FUND, COLUMBIA VARIABLE PORTFOLIO -EMERGING MARKETS FUND, CURIAN/WMC INTERNATIONAL EQUITY FUND, EMERGING MARKETS GROWTH FUND INC, FI CE I PO LLC FIDELITY EMERGING MARKETS EQUITY CENTRAL FUND, FLEXSHARES MORNINGSTAR EMERGING MARKETS FACTOR TILT INDEX F, HARTFORD INTERNATIONAL OPPORTUNITIES HLS FUND, JPMORGAN BRAZIL INVESTMENT TRUST PLC, JPMORGAN FUNDS, JPMORGAN LATIN AMERICA FUND, JTSB LTD AS TR FOR SUM TR AND BANK CO. LTD TR F, MORGAN STANLEY INVESTMENT FUNDS LATIN AMERICAN EQUITY FUND, NATIONAL WESTMINSTER BANK PLC AS DEP OF JPM EM MK INFRA FD, NORGES BANK, STICHTING DEPOSITARY APG EMERGING MARKETS EQUITY POOL, T ROWE PRICE FUNDS SICAV, T ROWE PRICE INT FNDS T.ROWE PRICE L AMER FUN, THE BOEING COMPANY EMPLOYEE RETIREMENT PLANS MASTER TRUST, THE HARTFORD DIVERSIFIED INTERNATIONAL FUND, THE HARTFORD INTERNATIONAL OPPORTUNITIES FUND, VANGUARD TOTAL INTERNATIONAL STOCK INDEX FD, A SE VAN S F, VARIABLE PORTFOLIO - COLUMBIA WANGER INTERNATIONAL EQUITIES, WANGER INTERNATIONAL, MARCOS ALBANO ARAUJO, DIEGO JORGE BUSH, JASMINE HORVATH BUSH, KEITH VICKERMAN BUSH, EDMOND DE ROTHSCHILD GLOBAL EMERGING, EDMOND DE ROTHSCHILD LATIN AMERICA, EVOLUTION FUNDO DE INVESTIMENTO EM ACOES, CAIXA VINCI VALOR FIA, FUNDO DE INVESTIMENTO EM ACOES MISTYQUE, MISTYQUE TEENS FUNDO DE INVESTIMENTO EM ACOES, VINCI GAS CANOY DIVIDENDOS FUNDO DE INVESTIMENTO EM ACOES, VINCI RIO VERMELHO FUNDO DE INVESTIMENTO EM ACOES, VINCI TROPICO FUNDO DE INVESTIMENTO EM ACOES, VINCI GAS DISCOVERY MASTER FUNDO DE INVESTIMENTO EM ACOES, MARTIN CURRIE IF - LATIN AMERICA FUND. Rio de Janeiro, April 26, I certify that these minutes are a true copy of the minutes drawn up in the proper book. 8

9 Andres Cristian Nacht Chairman Rafael Machado da Conceição Secretary 9

10 MILLS ESTRUTURAS E SERVIÇOS DE ENGENHARIA S.A. CNPJ/MF No / NIRE Publicly-held Company MINUTE OF THE ORDINARY GENERAL SHAREHOLDERS MEETING, HELD ON APRIL 26, 2013 ANNEX CAPITAL BUDGET (all amounts presented in R$) 1 Sources of funding R$ 345,056, Profit reserve from the 2012 fiscal year R$ 103,680, Cash generation and funding R$ 241,375, Use of funds R$ 345,056, Investments in expansion (acquisition of equipment) R$ 296,484, Investments in facilities and information technology to aid in expansion R$ 48,571,

11 MILLS ESTRUTURAS E SERVIÇOS DE ENGENHARIA S.A. CNPJ/MF No / NIRE Publicly-held Company MINUTE OF THE ORDINARY AND EXTRAORDINARY GENERAL SHAREHOLDERS MEETING, HELD ON APRIL 26, 2013 ANNEX 2 To the Members of the Board of Directors. From Mills Estruturas e Serviços de Engenharia S/A. Subject: Management s Proposal for the Allocation of Net Income for Fiscal Year Ended December 31, 2012 Dear Sirs, The Board of Executive Officers of Mills Estruturas e Serviços de Engenharia S/A. ("Company"), decided to submit to the approval of the Board of Directors the proposal hereto for the allocation of the results of fiscal year ended on December 31, In the fiscal year ended on December 31, 2012, the Company presented net profit in the amount of R$ 151,515, Thereby, the Board of Executive Officers proposes that: 11

12 (i) in accordance with Article 193 of Law No /76 and item "a" of Article 30 of the Company's Bylaws, the amount of R$ 7,575,786.13, be allocated to the Legal Reserve of the Company; (ii) the amount of R$ 41, corresponding to R$ 0.33 per share, be allocated to the payment of dividends to the shareholders of the Company as mandatory dividends, which will be paid in the form of interest on the stockholders equity, as decided on the meetings of the Board of Directors held on June 21, 2012, in which was approved, ad referendum of the Shareholders' Meeting, the distribution of interest on the stockholders equity in the amount of R$ 21,780,000.00, and on December 31, 2012, in which was approved, ad referendum of the Shareholders' Meeting, the distribution of interest on the stockholders equity in the amount of R$ 20,000,000.00, based on the stock position of the Company as of the above mentioned dates; and (iii) in accordance with Article 196 of Law No /76 and of item "c" of Article 30 of the Bylaws of the Company, the amount of R$ 103,680,234.67, which includes the net profit of the fiscal year of 2012 and the realization of the special goodwill in the amount of R$ 1,520,298.13, will be retained by the Company to be used for investments in expansion (acquisition of equipment) and investments in facilities and information technology, as provided for in the Capital Budget of the Company. 12

13 This proposal for the allocation of results is summarized below: Description Amount (in R$) Income from the Year 151,515, Legal Reserve (7,575,786.13) Realization of the Special Goodwill Reserve 1,520, Profit Withholding 103,680, Mandatory Dividends (41,780,000.00) Dividends (-) Interest on the stockholders equity (41,780,000.00) Thereby, the Board of Executive Officers proposes that the Board of Directors examine this proposal of allocation of results and submit the presented amounts to the approval of the Shareholders' Meeting of the Company. In accordance with Article 9, paragraph 1 st, item II, of CVM Instruction No. 481/2009, as amended, find attached hereto the information requested by the Exhibit 9-1-II of the mentioned Instruction. Sincerely, Board of Executive Officers Mills Estruturas e Serviços de Engenharia S.A. 13