MILLS ESTRUTURAS E SERVIÇOS DE ENGENHARIA S.A
CNPJ/MF No. 27.093.558/0001-15
NIRE 33.3.0028974-7
PUBLIC COMPANY
MINUTES OF THE MEETING OF THE FISCAL COUNCIL
HELD ON FEBRUARY 5, 2016
DATE, TIME AND PLACE: February 5, 2016, at 10:00a.m., at the head office of Mills
Estruturas e Serviços de Engenharia S.A. ("Company"), located at Estrada do
Guerenguê 1.381, Taquara, Jacarepaguá, in the City of Rio de Janeiro, State of Rio
de Janeiro.
CALL NOTICE: Call notice was waived in light of the attendance of all members of
the Fiscal Council, in accordance with Article 28, paragraph 6th of the by-laws of the
Company, stating the compliance with the requirements set forth therein.
ATTENDANCE:
The following effective members of the Fiscal Council attended
the meeting: Marcus Vinícius Dias Severini, Eduardo Botelho Kiralyhegy and Hélio
Carlos de Lamare Cox. Mr. Sergio Kariya, Chief Executive Officer, and Mr. Andres
Cristian Nacht, Chairman of the Board of Directors of Company, also attended the
meeting.
PRESIDING BOARD: Chairman:
Mr. Sergio Kariya.
Mr. Eduardo
Botelho
Kiralyhegy;
Secretary:
AGENDA:
Analyze and opine on the management proposal for the share capital
increase of the Company, within the limit of its authorized capital, with the possibility
of partial ratification, in the minimum amount R$105,435,311.36 (one hundred and
five million, four hundred and thirty-five thousand, three hundred and eleven point
thirty-six Reais) and to the limit of R$124,999,999.71 (one hundred and twenty-four
million, nine hundred and ninety-nine thousand, nine hundred and ninety-nine point
seventy-one Reais), by means of private subscription of at least 40,089,472 (forty
million, eighty-nine thousand, four hundred and deventy-two) shares and to the limit
of 47,528,517 (forty-seven million, five hundred and twenty-eight thousand, five
hundred and seventeen) ordinary and nominative shares, and without par value, at the
issue price of R$2.63 (two point sixty-three Reais) fixed pursuant to article 170,
paragraph 1st, item III, of Law No. 6,404, dated December 15, 1976, as amended
("Corporations Act"), for full allocation into the share capital of the Company
("Capital Increase").
RESOLUTIONS: After examining the management proposal, as presentation, and
considering, in particular, that: (i) the issue price will be fixed without unjustified
dilution for the existing shareholders of the Company, pursuant to article 170,
paragraph 1st, item III, of the Corporations Act, taking into account the average price
(the average daily closing price of the shares weighted by trading volume) of shares
of the Company on BM&FBOVESPA S.A. – Bolsa de Valores, Mercadorias e
Futuros in the trading sessions held between November 27, 2015 (inclusive) and
February 4, 2016 (inclusive) which criteria is, in the opinion of the Management, the
most appropriate for the current scenario of the Company; (ii) the fundraising through
Capital Increase aims to (a) strengthen the capital structure of the Company,
reinforcing its cash to meet the medium- and long-term needs for development of its
activities; (b) strengthen its liquidity levels, reducing the Company’s debt margins;
and (c) take advantage of market consolidation opportunities that may arise in the
medium term; and (iii) the Capital Increase may be partially ratified by the Board of
Directors, provided that at least 40,089,472 (forty million, eighty-nine thousand, four
hundred and seventy-two) shares are subscribed; the members of the Fiscal Council
opined unanimously and favorably, without any reservation or restriction, on the
management proposal to carry out the Capital Increase.
In light of the resolutions approved herein, the members of the Fiscal Council issued
favorable opinion and without reservations to the noted matters, pursuant to the terms
of Exhibit I hereto, and determined the remittance of the opinion to the members of
the Board of Directors of the Company.
CLOSING AND SIGNATURES There being nothing more to address, the Chairman
closed the meeting. The minutes were drawn up, read, approved and signed in the
register of the Company by all effective members of the Fiscal Council of the
Company attending the meeting.
I certify that these minutes are a faithful copy of the minutes signed in the Company's
register.
Rio de Janeiro, February 5, 2016
Eduardo Botelho Kiralyhegy
Chairman
Members of the Audit Committee in attendance:
Sergio Kariya
Secretary
MARCUS VINÍCIUS DIAS
SEVERINI
EDUARDO BOTELHO
KIRALYHEGY
HÉLIO CARLOS DE
LAMARE COX
MILLS ESTRUTURAS E SERVIÇOS DE ENGENHARIA S.A
CNPJ/MF No. 27.093.558/0001-15
NIRE 33.3.0028974-7
PUBLIC COMPANY
MINUTES OF THE MEETING OF THE FISCAL COUNCIL
HELD ON FEBRUARY 5, 2016
EXHIBIT I
OPINION OF THE FISCAL COUNCIL
The Fiscal Council of Mills Estruturas e Serviços de Engenharia S.A. ("Company"),
in the exercise of its legal and corporate functions, in a meeting held on February 5,
2016, examined the management proposal for the completion of the capital increase
of the Company, within the limit of its authorized capital, in the minimum amount
R$105,435,311.36 (one hundred and five million, four hundred and thirty-five
thousand, three hundred and eleven point thirty-six Reais) and to the limit of
R$124,999,999.71 (one hundred and twenty-four million, nine hundred and ninetynine thousand, nine hundred and ninety-nine point seventy-one Reais), by means of
private subscription of at least 40,089,472 (forty million, eighty-nine thousand, four
hundred and seventy-two) shares and to the limit of 47,528,517 (forty-seven million,
five hundred and twenty-eight thousand, five hundred and seventeen) ordinary,
nominative shares, and without par value, at the issue price of R$2.63 (two point
sixty-three Reais) fixed pursuant to article 170, paragraph 1st, item III, of Law
No. 6,404, dated December 15, 1976, as amended, for full allocation into the share
capital of the Company ("Capital Increase"), opining unanimously and favorably on
the Capital Increase, without any reservation or restriction, indicating its submission
to the Board of Directors for appropriate legal actions.
Rio de Janeiro, February 5, 2016
Members of the Fiscal Council:
MARCUS VINÍCIUS DIAS
SEVERINI
EDUARDO BOTELHO
KIRALYHEGY
HÉLIO CARLOS DE
LAMARE COX