Untitled

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REFERENCE FORM

(Free translation of FORMULRIO DE REFERNCIA)

_______________________________________________________________

MILLS ESTRUTURAS E SERVIOS DE ENGENHARIA S.A.
Publicly Held Company
CNPJ n. 27.093.558/0001-15 NIRE 33.3.0028974-7
Avenida das Amricas 500, bloco 14, loja 108 e salas 207 e 208, Barra da Tijuca, CEP 22640-100

Rio de Janeiro - RJ

_______________________________________________________________

February 2nd, 2012

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1. Declaration of those responsible for the content of the form
1.1 Declaration of the President and Investor Relations Officer

Name of the responsible for the content of the form: Ramon Nunes Vazquez
Title of the responsible: President Director

Name of the responsible for the content of the form: Alessandra Eloy Gadelha
Title of the responsible: Investor Relations Officer

The officers qualified above declare that:

a. They reviewed the reference form (Form).
b. All information contained in the form meets the requirements of CVM Instruction 480,
especially arts. 14 to 19.
c. The information contained in the form is true, accurate and complete with respect to the
issuers financial situation and the risks inherent in its activities and the securities issued by
it.

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2.1/2.2 Identification and compensation of Auditors

CVM auditor code: 287-9
Name ofcompany responsible: PricewaterhouseCoopers Auditores Independentes (PwC)
CPF/auditor CNPJ: 61.562.112/0001-20
Date of hired service: 10/30/2009
Service end date: 04/17/2011
Name of individual responsible: Patricio Marques Roche
CPF of individual responsible: 61.562.112/0001-20
Address: Rua da Candelria, 65, Centro, Rio de Janeiro, RJ, Brasil, CEP 20091-020, Tel: (21) 3232 6048
Fax: (21) 2516 6591 E-mail: patricio.roche@br.pwc.com
Description of contracted service: Professional services to audit the financial statements of Mills
Estruturas e Servios de Engenharia S.A. (Company), additionally were provided tax consulting services
and consulting services in information technology and processes for choosing and implementing a new
system (ERP) for the Company.
Total amount of remuneration of auditors separated by offered services: Additionally, in
reference to the year ended 2010, PwC received by the Company a total amount of R$100,000 of fees,
equivalent to 11.7% of the auditor expenses in the same period, related to two projects: (a) process
mapping to assist the Company in the selection of the new ERP system, with hiring date of September 1
st

of 2009 and maturity of twelve months; and (b) monitoring the implementation of ERP (PA - Project
assurance e QA - quality assurance), with hiring date of December 8
th
of 2010 with maturity of less than
twelve months. The fees to be disbursed related to the last contract, will only happen on the fiscal period
ended on 2011.

CVM auditor code: 385-9
Name of company responsible: Deloitte Touche Tomahtsu
CPF/auditor CNPJ: 49.928.567/0001-11
Date of hired service: 04/18/2011
Service end date: -
Name of individual responsible: Antonio Carlos Brando de Souza
CPF of individual responsible: 892.965.757/53
Address: Avenida Presidente Wilson, n 231, Rio de Janeiro, RJ, Brasil, CEP 20030-02, Tel (21) 3981-
050, Fax (21) 3981-0600 E-mail: antoniobrandao@deloitte.com
Description of contracted service: Professional services to audit the financial statements of Mills
Estruturas e Servios de Engenharia S.A. (Company) on the first quarter of 2011.
Total amount of remuneration of auditors separated by offered services: none in 2010

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2.3 Other information that the Company deems relevant:
In the Board of Directors meeting held on April 8
th
of 2011, has been approved the replacement of
PricewaterhouseCoopers Auditores Independentes with Deloitte Touche Tohmatsu Auditores
Independentes, as of the first quarter of fiscal year 2011, as the Companys independent auditors.

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3. Selected Financial Information
3.1 Financial Information

For the Year endend December 31
2010 2009 2008
Stockholders equity (in millions of R$) 655,152 172,641 109,613
Total Assets (in millions of R$) 924,093 440,294 371,573
Net revenues (in millions of R$) 549,884 404,193 299,378
Gross profit (in millions of R$) 295,086 234,590 155,549
Net income (in millions of R$) 103,283 68,388 30,588
Number of shares, excluding treasury
(1)
125,495,309 87,420,577 67,124,331
Book value per share (in R$) 5.22 1.97 1.63
Earnings per Share (in R$)
(2)
0.82 0.78 0.46
(1) Number of shares issued by the Company, considering that this was a limited company until its
transformation adopted by a meeting of shareholders held on January 29, 2009..
(2) Basic earnings per share.

3.2 Non accounting measures

EBITDA

EBITDA is a non-accounting measurement adopted by the Company, reconciled with its financial
statements, in accordance with CVM Instruction 01/2007, when applicable. The Company has calculated
its EBITDA (usually defined as earnings before interest, tax, depreciation and amortization) as net
earnings before financial results, the effect of depreciation of assets and equipment used for rental, and
the amortization of intangible assets. EBITDA is not a measure recognized under BR GAAP, IFRS or US
GAAP. It is not significantly standardized and cannot be compared to measurements with similar names
provided by other companies. The Company has reported EBITDA because it is used to measure its
performance. EBITDA should not be considered in isolation or as a substitute for "net income" or
"operating income" as indicators of operational performance or cash flow, or for the measurement of
liquidity or debt repayment capacity.

Reconciliation of EBITDA with Operational Earnings:

For the Year ended December 31

2008 2009 2010
(in thousands of R$)
Operating income before financial result 70,805 125,799 147,463
(+)Depreciation and amortization ............................................... 18,732 31,851 47,060
EBITDA ................................................................................ 89,537 157,650 194,523

Reasons for using the EBITDA

EBITDA is used as a performance measurement by the Companys Management, reason why it is
important to be included in this form. The Companys Administration believes that the EBITDA is an
efficient measurement to evaluate the performance of operations, as an indicator that is less impacted by
interest rates fluctuation, tax changes and depreciation.

Return on Invested Capital

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Return on Invested Capital (ROIC) is a non-GAAP measurement that reflects, in percentage, the Operating
Income before financial results and after the payment of income tax and social contribution on this
income, divided by average invested capital. The invested capital is defined as the sum of its own capital
(net equity or shareholders equity) and capital from third parties (total loans and other liabilities that
carry interest, from banks or not), both being average capital from the beginning to the end of the period
considered.

ROIC calculation from the Operating Income


2008 2009 2010
(in thousands of R$, except when percentages)
Operating Income before financial results .................................... 70,805 125,799 147,463
(+) Income tax and CSLL provision
(1)
.......................................... (24,074) (42,772) (40,078)
Operating profit before financial income and
after taxation ...................................................................... 46,731 83,027

107,385

() Average invested capital ............................................... 192,261 332,713 510,538
(=) net equity
(2)
................................................................... 82,275 141,128 501,006
(+) capital from third parties
(3)
.............................................. 111,702 193,252 182,561
(-) Cash and Cash equivalents ............................................... 1,716 1,667 173,029

ROIC (%) ............................................................................ 24% 25% 21%
________________________________________
(1)
Effective tax rate on operational Income before financial result.
(2)
Comprising shareholders equity.
(3)
Comprising total loans and other liabilities that carry interest.

Reasons for using ROIC as a performance measure

ROIC is used by the Companys management as a measure of return to its shareholders, which is why the
Company believes it is important to its inclusion in this form. Management believes that ROIC indicates
the level of wealth generated by the Company from its sources of funds, reflecting adequately the return
on investment for its shareholders. The Administration also considers that, since ROIC is based on
operating profit before financial result, it provides a more reliable measure of the wealth generated by its
operating activities.

ROIC should not be considered solely or as a substitute for net income or operating income as indicators
of the companys performance or return effectively earned by investors.

3.3 Events subsequent to the latest financial statements

Increase of the Companys Capital Stock

In January 24
th
, 2012 was approved, in Board of Directors Meeting, the increase of the Companys capital
stock, totalizing on the amount of R$398,490.09, due to the exercise of stock option, according to the
Companys Stock Option Plan, archived in the Companys headquarters ("Programa de Outorga de
Opes").

In October 24
th
Opes").

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In September 23
th
, 2011 was approved, in Board of Directors Meeting, the increase of the Companys
capital stock, totalizing on the amount of R$124,637.58, due to the exercise of Companys Special
TopMills Plan (Plano Especial Top Mills) ans Companys Special Mills Plan (Plano Especial Mills). There
was issuance of 66,626 new common stocks.

In the same period was approved the cancellation of 99,140 common shares, book-entry shares, with no
par value of the Company, held in treasury, due to reimbursement payment to shareholders who
exercised their withdrawal rights arising from the resolution passed by the Extraordinary Shareholders
Meeting held on August 1, 2011.

Amendment of the Companys Bylaws

In August 1
st
, 2011, on Extraordinary Shareholders Meeting, was approved the amendment of the
Companys Bylaws in accordance with the Proposal to Amend the Bylaws approved by the Board of
Directors on July 14, 2011, and its restatement.


In July 27
th
stock, totalizing on the amount of R$1,548,424.09, due to the exercise of stock option, according to the
Companys Stock Option Plan (1/2010), archived in the Companys headquarters ("Programa de Outorga
de Opes").

Merger of GP Andaimes Sul Locadora Ltda

In August 1
st
, 2011, was approved, in Extraordinary Shareholders Meeting, the merger of GP Andaimes
Sul Locadora Ltda (GP Sul) by the Company, in the Protocol and Justification terms, without a capital
increase and without the issuance of new shares.

The Protocol and Justification, executed between the Company and GP Sul on July 14, 2011, was also
approved in the Exrtaordinary Shareholders Meeting.

GP Andaimes Sul Locadora Ltda Acquisition

In May 27, 2011, the Company entered into a purchase and sales agreement to acquire 100% of the
voting and total capital stock of GP Sul for R$ 5.5 million.

GP Sul is a privately held company, located in Porto Alegre, and one of the largest players in the
suspended scaffold rental market to residential and commercial construction in the state of Rio Grande do
Sul. In 2010, GP Suls net revenues and cash generation, measured by EBITDA, were R$ 2.0 million and
R$ 1.4 million, respectively. The company has no debt.

This strategic acquisition will enable the Company to become the leader in the suspended scaffold rental
market in the state of Rio Grande do Sul and to broaden its exposure to the residential and commercial
construction market in the South region, in line with the geographic expansion plan of Jahu - Residential
and Commercial Construction division.

Rohr S.A. Estruturas Tubulares stake acquisition

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In January 19, 2011, the Company entered into a purchase and sales agreement to acquire 25% of the
voting and total capital stock of Rohr S/A Estrutura Tubulares (Rohr) for R$ 90 million, paid fully in
February 8, 2011.

Rohr is a privately held company specialized in access engineering and solutions for civil construction and
has 45 years of experience in this market. The company serves the following sectors: heavy construction
and infrastructure, residential and commercial construction, industrial maintenance and events.

The Company does not participate and will not participate in Rohrs administration, once this was a
strategic acquisition, in which enables the Company to broaden its exposure to the sectors it serves -
infrastructure, residential and commercial construction, the oil and gas industry, among others.

Capital reduction of its main shareholder

Nacht Participaes S.A. (Nacht), Mills main and controlling shareholder, reduced its capital stock, as
approved at an Extraordinary General Shareholders Meeting held on February 17, 2011.

After the capitalization of part of the accumulated profits and the legal reserve, Nachts capital stock was
reduced. Such capital reduction was concluded on April 18, 2011, with the delivery of shares issued by the
Company currently held by Nacht to some of its shareholders after the 60-day period provided by law to
creditors opposition.

As a result of the capital reduction, the interest of Nacht on the voting and total capital stock of the
Company was reduced in 17.2%, from 39.0% to 21.8%, and the shareholders Jeroboam Investments LLC
(Jeroboam), Andres Cristian Nacht (Cristian Nacht) and Jytte Kjellerup Nacht (Jytte Nacht) holds a direct
stockholding at the Company of 15.3%, 1.4% and 0.5%, respectively.

Moreover, to regulate its relationship as shareholders of the Company and continue to be qualified jointly
as the controlling group of the Company, even after Nachts capital reduction, all of Nachts shareholders,
which included Jeroboam and the members of the Nacht family, including Cristian Nacht and Jytte Nacht,
executed, on February 11, 2011, a shareholders agreement regulating the voting rights and the transfer
of shares of Nacht and the Company.

The main terms of this shareholders agreement are: (a) maintenance of the Nacht Family and Jeroboam
as the controlling group of Mills, (b) joint exercise of the voting rights in any decision involving Mills, (c)
designation of Cristian Nacht as representative of the controlling group at the Board of Directors and
Shareholders Meetings of Mills, and (d) prohibition of sale to third parties of shares of Mills representative
of more than 10% of the participation that each shareholder holds individually.

The capital reduction of Nacht and the execution of the shareholders agreement did not cause any
changes on the administrative structure and control of the Company, which will still be held by the Nacht
family in the same proportion held previously. In addition, this transaction does not involve any change in
the number of shares or in the amount of the capital stock of the Company.

Issuance of Commercial Promissory Notes

On March 29, 2011, the Company held its first issuance, in a single series of promissory notes, pursuant
to CVM Instruction No. 134 of November 1
st
of 1990, and CVM Instruction No. 155, August 7, 1991, as
amended, which were the object of public offering with limited placement efforts, pursuant to CVM
Instruction No. 476 of January 16, 2009, as amended (CVM Instruction 476).

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Were issued 30 commercial papers, each with a nominal value of R$ 1,000,000.00, with a maturity of 90
days from the date of its issuance, redeemed early (and therefore no longer in circulation) after the
debentures issuance held by the Company on April 18, 2011, as described below.

Debentures Issuance

On April 18, 2011, the Company held its first issuance, in a single series of simple debentures, non
convertible into shares, unsecured, public offering object with limited placement efforts, pursuant to CVM
Instruction 476.

Were issued 27,000 debentures, each with a nominal value of R$ 10,000.00 and maturity on April 18,
2016, bringing the total amount of R $ 270,000,000.00. The nominal value will be paid in three annual
installments from the third year from the issuance and interest payable semiannually corresponding to
112.5% of the accumulated variation of the CDI interest rate.

The credit risk agency Moody's assigned rating Aa3.br for the Company's corporate credit in national
currency, as well as for their debentures. This debentures issuance will allow the reduction of the average
debt cost of the Company, besides the lengthening of its average maturity.

For more information on the securities issued by the Company, see item 18 from this Reference Form.

3.4 Policy for allocation of results

Fiscal Year Ended December 31
2010 2009 2008
Rules on retention of profits In provision introduced
on February 8, 2010,
the Companys bylaws
provide that up to
75% of the adjusted
net income for the
year could be
allocated to the
expansion reserve, as
long as the recorded
amount in such
reservation does not
exceed 80% of oits
capital.

In provision introduced
on February 8, 2010,
the Companys bylaws
provide that up to 75%
of the adjusted net
income for the year
could be allocated to
the expansion reserve,
as long as the recorded
amount in such
reservation does not
exceed 80% of its
capital.

The Companys bylaws
did not have rules on
retention of profits,
beyond the ones
legally established.
Arrangements for distribution
of dividends
The Companys
shareholders are
entitled to receive the
mandatory minimum
dividend of 25% from
the adjusted net
income (after
allocation to the legal
reserve). At the
Ordinary Shareholders
Meeting held in 2011,
it was approved the
payment of 25% of
the adjusted net
income recorded in
2010 to its
shareholders, , as
dividends and interest
The
Companysshareholders
are entitled to receive
the mandatory
minimum dividend of
25% from the adjusted
net income (after
reserve). At the
the Companys
shareholders received,
as dividends, 25% of
its adjusted net income
recorded in 2009.
The
Companysshareholders
are entitled to receive
the mandatory
minimum dividend of
25% from the adjusted
net income (after
reserve). At the
the Companys
shareholders received,
as dividends, 25% of
its adjusted net income
recorded in 2008.

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on capital.

Frequency of dividend
distribution
The dividends are
distributed according
to the deliberation
from the Companys
AGO.

The dividends are
to the deliberation
from the Companys
AGO.

The dividends are
to the deliberation
from the Companys
AGO.

Restrictions to dividend
distribution
Some of the financial
contracts include
between the early
expiration cases the
payment of dividends
in an amount greater
than 50% of the
adjusted net income
for the year.
contracts include
between the early
than 50% of the
adjusted net income
for the year.
contracts include
between the early
than 50% of the
adjusted net income
for the year.

3.5 Summary of distributions of dividends and retained earnings occurred

3.6 Dividends declared on account of retained earnings or reserves

The dividends presented in the chart of item 3.5 were declared in the retained earnings account.

3.7 Debt


2008 2009 2010
(in R$ thousands, except percentages)

Total amount of debt of any nature .................................... 261,959 267,653

Fiscal Year ended December 31
Dividends 2008 2009 2010
(in R$ thousands)
Net Income after transfer to legal reserve 29,059 64,969 98,119
% of dividend distributed 25.7% 25.0% 25.0%
Rate in return 6.8% 9.4% 3.7%
Total gross dividend distributed 7,476 16,242 28,113
Total dividend distributed
Net interest on Capital retention 7,476 16,242
24,530
Net Income retained 23,112 52,146 71,527

Date of approval of the retention 04/29/09 03/12/10 04/19/11

Date of dividend payment 05/29/09 04/28/10 04/29/11

Date of dividend payment 04/30/2009 - -
Dividend paid to common 2,710 - -
Dividend paid to preferred 1,028 - -
Interest on capital paid to common 0 - -
Interest on capital paid to preferred 0 - -

Date of dividend payment 05/29/2009 04/28/2010 04/29/2011
Dividend paid to common 2,710 7,780 2,713
Dividend paid to preferred 1,028 2,943 -
Interest on capital paid to common 0 4,004 25,400
Interest on capital paid to preferred 0 1,515 -

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268,941

() Stockholders equity ..................................................... 109,614 172,641 655,152

Debt Ratio ........................................................................... 239% 155% 41%

Net Debt over EBITDA

Net debt over EBITDA is a non-accounting measurement that reflects, in percentage, the total debt
amount, of any nature, or gross debt, subtracted by the total availabilities amount, divided by the
EBITDA.


2008 2009 2010
Gross Debt ................................................................................. 189,493 183,938 132,623
(-) Availabilities .......................................................................... (1,758) (1,575) (142,338)
Net debt .............................................................................. 187,735 182,363

(9,715)

() EBITDA ......................................................................... 89,537 157,650 194,523

Net debt on EBITDA ............................................................ 48% 86% -5%
________________________________________

Reasons to use the Net debt / EBITDA ratio

The Net debt/EBITDA ratio is used by the Companys management as a debt measure and there are
clauses in bank credit contracts that require the observance of this financial indicator, among others. The
management believes that the Net debt/EBITDA ratio consists in an efficient debt level and payment
capability indicator of the Company.

The Net debt over EBITDA ratio should not be considered solely or as a substitute for the total liabilities
over lshareholders equity ratio as the Companys Debt indicator.

3.8 Obligations of the Company in the fiscal year of December 31, 2010, with collateral
and maturity date:

Maturity
Less than 1 year Between 1 and 3
years
Between 3 and 5
years
Over 5 years Total

(in R$ thousands)
Collateral 681 35,757 44,570 10,755 91,763
Floating Guarantee 6,683 - 6,683
Unsecured obligations 114,321 12,358 25,505 18,311 170,495

3.9 Other information that the Company deems relevant

There are other relevant information pertaining to this item 3.

4. RISK FACTORS

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4.1 Risk factors

a. to the Company

The Company may not be able to fully implement its business strategy

One of the Companys key objectives over the next few years is to sustain its accelerated annual growth
rate. The continued growth depends on several factors, many of which are beyond the Companys
control. In particular, the Companys strategy for the expansion of its divisions is based on the assumption
that the Brazilian construction, industrial, and oil and gas sectors will experience significant growth in
coming years, driven, to a large extent, by public investments aimed at improving Brazils infrastructure
for energy, sanitation, public transportation and housing, as preparing the country to host the 2014 FIFA
World Cup and the 2016 Olympic Games, meeting the objectives set by the Brazilian governments PAC
program, the Brazilian governments low income housing program and exploiting natural resources
recently discovered in the pre-salt strata, among others. If these investments are not made, the Company
would expect a significant decrease in the demand for its products and services and would not be able to
implement its growth strategy satisfactorily.

The Companys organic growth strategy also includes substantial geographic expansion of its operations
through the opening of new branches. The Company may not be able to successfully expand its
operations to additional Brazilian cities and regions for a number of reasons, including shortages of
qualified workers, lack of reliable suppliers in such cities and regions, competition from local players, and
difficulties in securing market acceptance of its brands. Although the geographic expansion occurs
satisfactorily, the Company will be subjected to risks from the local economy of these new regions.

Additionally, the Companys future performance will depend on its ability to manage the rapid and
significant growth of its operations. The Company cannot guarantee that it will be able to manage its
growth successfully, or that this growth will not have an adverse effect on its existing business. If the
Company is unable to manage its growth, it may lose its leading market position, which could have a
material adverse effect on its financial condition, results of operations and the negotiation price of its
shares.

The Company provides solutions for companies that operate in a number of industries,
primarily the residential, commercial and heavy construction sectors and the oil and gas
sectors. As a result, the Companys business is exposed to risks that are similar to those
faced by companies that operate in these and in other sectors.

The Heavy Construction division offers customized solutions to companies involved in the implementation
of large infrastructure projects, while the Jahu division provides services to residential and commercial
construction companies. The main sectors served by the Industrial Services division include the oil and
gas, chemicals and petrochemicals, heavy construction, pulp and paper, naval, and mining industries,
among others, as the products offered by the equipment of the Rental division are leased to companies
operating in a broad number of industrial segments. Consequently, the Companys financial condition and
results of operations are directly linked to the growth and performance of these several industries, and
the Company is exposed to many of the risks faced by companies operating in these industries.

Events that may negatively affect these industries in such sectors, including macroeconomic factors,
adverse climate conditions, deterioration of the Brazilian social conditions, decreases in public investment,
changes to laws and regulations that adversely affect these industries, credit restrictions, supplier
problem, reductions in client purchasing power, and difficulties in the management of the clients
business, among others, are beyond the managements control and may cause an adverse material effect
on the Companys operations and results.

Adverse conditions in the financial and credit markets, or the Companys failure to secure
financing on adequate terms, may adversely affect its ability to run its business or to
implement its strategy.

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The implementation of the Companys expansion strategy will demand additional investments and require
additional capital, which may not result in an equivalent increase in its operating income. In addition, the
Company may face an increase in operating costs as a result of other factors, as shortages of raw
materials, equipment or skilled labor, increased equipment costs and increased competition in the
segments in which it operates. The Company may need to raise additional funds through securities
offerings, including offerings of its shares or debt instruments, or through credit financings, in order to
meet its future capital needs. The Company may not be able to secure such funds on favorable terms, or
at all.
The Company future capital needs will be determined by a number of factors, including the rate of growth
of its revenues, the cost and significance of future acquisitions, and the expansion of its business
operations. The Company may need to increase its cash flow and/or seek alternative funding by entering
into strategic partnership agreements. Efforts to increase its cash flow by means of an increase in sales,
reduction in operating expenses, introduction of more efficient processes for the collection of receivables,
or inventory cuts may not be successful. In addition, the Company may not be able to raise funds to
finance the Companys operations on favorable terms, in which case it may be unable to take advantage
of future opportunities, to react to an increase in competition, or to meet its existing debt obligations. Any
of the events mentioned above could have a material adverse effect on its financial condition, operation
results and the negotiation price of its shares.
The current funding lines from the Company represented, on December 31 of 2010, a short-term debt of
R$46.7 million, and long-term debt of R$85.9 million. Pursuant to the terms of the Companys existing
financing agreements it must comply with certain conditions which restrict, among other things, its ability
to incur additional debt, pay dividends and carry out capital reductions. As a result of these restrictions,
the Company may have difficulty in securing additional financing to run its operations.
In addition, some of the Companys clients are dependent on the credit availability to finance their
investments. A scenario of credit shortages and high interest rates may adversely affect its clients ability
to fund their projects and, consequently, purchase the Companys services, which may have a material
adverse effect on its financial condition and results of operations.
The Company is also exposed to the fact that counterparts to its financing agreements may be prevented
from fulfilling their obligations toward the company, should they go bankrupt or into receivership due to a
sharp decrease in their liquidity levels, so great that such institutions may be prevented from fulfilling
their obligations. The Companys difficulty in the credit scarcity may also adversely affect its suppliers.
Therefore, should the Companys financial counterparts or suppliers be unable to satisfactorily meet their
obligations under the terms of the Companys existing agreements, the Company may need to secure
alternative financing and/or approach alternative suppliers in order to meet its own obligations toward its
clients. Such events could also lead to litigation with its partners or clients, which could have a significant
adverse impact on its reputation, operation and financial condition.

The Companys growth may be adversely affected if it fails to identify and complete strategic
acquisitions. Difficulties in the integration of acquisitions could adversely affect its results of
operations.

The Company operates in a fragmented market, where the credit access is limited. The Company
believes, therefore, that its sector will go through a process of consolidation over the next few years,
which may significantly change the existing competitive landscape. The Company believes that identifying
and executing strategic acquisitions is one way it could successfully implement its growth strategy and
quickly and efficiently expand its operations and geographic footprint. However, this strategy could be
adversely affected if the Company fails to identify suitable acquisition opportunities and/or fail to execute
such acquisitions on favorable terms. In addition, the Companymay not be able to integrate companies it
acquires into its operations within the timeframe and in the manner determined by its management. Any
such failure could have an adverse effect on the rate of return on the Companys investment, preventing
from taking full advantage of the potential synergies of any such acquisition and result in an adverse
effect on its financial condition and results of operations.

15

The loss of members of the Companys management team may have a material adverse
effect on itsoperations.

The Companys current market position and its ability to maintain this position is largely dependent on the
skill of its highly experienced management team. None of the Companys executive officers are subject to
long-term employment contracts or non-compete agreements. The Company cannot guarantee that it will
be able to retain its current executive officers or hire other qualified professionals. The loss of a few of the
Companys senior executive officers, or its failure to attract and retain experienced professionals, may
adversely affect its business.
The Companys expansion strategy could be adversely affected if it is unable to hire qualified
professionals and provide training to its staff.
As part of the execution of its expansion strategy, the Company will need to hire new qualified
professionals active in the most various business sectors. However, it faces significant competition in the
hiring of qualified personnel from other providers of engineering and industrial services and there can be
no assurance that it will be able to attract the number of professionals necessary to implement its
expansion plan in the desired timeframe. In addition, the Company may face difficulties in retaining its
current staff if it is unable to preserve its corporate culture and offer competitive compensation
packages. The Company believes that the hiring and retention of skilled labor is a critical factor for
business success and its growth strategy. The Companys financial condition and results of operations
could be adversely affected if it fails to implement this strategy .

The Companys operations have already been interrupted in the past by labor issues, and the
Company cannot guarantee that such interruptions will not occur in the future.
As of December 31, 2010, approximately 4% of the Companys employees were members of labor unions,
primarily in the civil construction and trade industries. The Company has entered into collective bargaining
agreements with each of these unions, which agreements are renegotiated on an annual basis. The
renegotiation of these agreements could become more difficult as unions campaign for salary increases on
the basis of the growth of its operations. During the last three years, the operations of Industrial Services
division have been interrupted during negotiation of new collective bargaining agreements. In addition,
the Companys employees could become involved in the suspension of the operations of its clients. Strikes
affecting any of the Companys divisions could have an adverse impact on its operations, including the
cost of its projects and its ability to make timely delivery.
The Companys success depends, to a large extent, on the quality and safety of its services
and products.
The Companys success depends, to a large extent, on the quality and safety of the machinery and
equipment that it uses in the provision of its services or that are rented to its clients. If the Companys
products are in any way defective, incorrectly assembled or unsafe, if they cause any kind of accident or
delay in its clients operations, or if they do not meet the expected quality and safety standards, the
Companys relationships with its clients and partners could suffer, its reputation and strength of its brand
could be adversely affected, and the Company could lose market share, besides being exposed to
administrative proceedings and lawsuits in connection with any potential failures of its machinery or
equipment and incur significant expenses. The occurrence of any of these factors could adversely affect
the Companys business, financial condition and results of operations.
Proceeds from the Companys insurance policies may not be sufficient to cover damages
resulting from a contingent event.
The Company cannot guarantee that proceeds from its insurance policies will be sufficient to cover the
damages resulting from any event covered by such policies. Accordingly, certain risks may not be covered
under the terms of its insurance policies (such as war, fortuitous events, force majeure and interruption of

16
certain operations). Therefore, if any non-covered event occurs, the Company may incur additional
expenses to rebuild or refurbish its buildings, or to repair or replace its equipment. Furthermore, the
Company cannot guarantee that the proceeds from its insurance policies will be sufficient to cover the
damages caused by any event for which its insurance policies provide coverage. There can be no
assurance that the Company will be able to renew its insurance policies on favorable or acceptable terms,
or at all, or enter into new insurance policies with alternate providers.
The Companys results could be adversely affected if it receives an unfavorable judgment or
decision in one or more of the administrative proceedings and lawsuits filed against the
company.
As of December 31, 2010, the Company was involved in administrative proceedings and lawsuits for
which it has recorded provisions of R$11.1 million. The Companys financial condition and results of
operations could be materially adversely affected, if it receive an unfavorable judgment or decision with
respect to a significant share of these proceedings and lawsuits. In addition, proceedings involving alleged
acts of negligence, imprudence or failure could affect the Companys reputation and adversely affect its
operations, whether or not it receives an unfavorable decision.

b. to the controlling shareholder.

The interests of the Companys controlling shareholder may conflict with the interests of its
investors.
The Companys controlling shareholder has the ability, among other things, to elect the majority of the
members of its board of directors and determine the outcome of decisions requiring shareholder approval,
including with respect to transactions with related parties, corporate restructurings, asset sales and
partnership agreements, and will have power to influence the amount and timing of any dividends to be
distributed in the future, subject to the provisions of the Brazilian corporate law regarding the payment of
mandatory dividends. The Companys controlling shareholder may choose to pursue acquisition
opportunities, dispose of assets, and enter into partnership and financing agreements or similar
operations which may conflict with the interests of its other shareholders.

After the completion of the public offering, the Company became to be a diffused controlled
company, since it does not have a controlling shareholder or group of shareholders holding
more than 50% of its voting capital, which can allow it be susceptible to alliances and
conflicts between shareholders and other events resulting from the absence of a controlling
shareholder or shareholder group holding more than 50% of the voting capital.

After the completion of the public offering, the Company came to not have a shareholder holding more
than 50% of its voting capital. There is no established practice in Brazil of a public company with no
controlling shareholder of the voting capital. Alliances or agreements can be made between the new
shareholders, which could have the same effect as having a group of shareholders. In the event of a
group of shareholders and this group takes a hold of the decision power of the company, it can suffer
sudden and unexpected changes in the corporate policies and strategies, including through mechanisms
such as the replacement of the Companys management staff. Besides this, the Company may be more
vulnerable to hostile attempts to acquire control and conflicts from this outcome.

Additionally, the Company's shareholders can possibly change or exclude these provisions from its bylaws
which provide a public offering for share acquisition by a shareholder who becomes holder of 20% of its
share capital and then disregard their obligation to make a public offering to acquire shares as it is
required by its bylaws. The absence of a controlling shareholder or controlling group of shareholders of
more than 50% of the voting shares of the Company may also hinder certain decision-making processes,
which could not be reached the quorum required by law for certain decisions. In the case that there isnt
a controlling shareholder holding the absolute majority of the voting shares of the Company, the

17
Company's shareholders may not use of the same protection granted by Share Companies Law against
abuses practiced by other shareholders and, consequently, may have difficulty in repairing the damage
caused. Any sudden or unexpected change in the Company's management team in its business policy or
strategic direction, attempt to acquire control or any dispute among shareholders concerning their
respective rights may adversely affect the Company's business and operating results.

c. to the shareholders.

An active and liquid market for the Companys shares may not develop. The volatility and
lack of liquidity of the Brazilian capital market could substantially limit the investors ability
to sell their shares at the desired price and time.
An investment in securities traded in emerging market countries such as Brazil frequently involves a
greater degree of risk when compared to investments in securities of issuers located in major international
securities markets, and are generally considered to be more speculative in nature. The Brazilian securities
market is substantially smaller, less liquid, more concentrated and usually more volatile than major
international securities markets such as the United States. As of December 31, 2010, the BM&FBOVESPA
represented a market capitalization of approximately R$2.56 trillion (US$1.55 trillion), with an average
daily trading volume of R$6.48 billion during the period from December 30, 2009 to December 30, 2010.
The Brazilian capital market is significantly concentrated. The main ten shares traded on the
BM&FBOVESPA accounted for approximately 43.4% of the total volume of shares traded on this stock
exchange during the year ended December 31, 2010.
These characteristics from the Brazilian Capital Market may substantially limit investors ability to sell the
Companys shares for the desired price and at the desired time, which in turn may have a significant
adverse effect on the price of its shares.
Between the IPO date on April 15, 2010 until December 31, 2010, the average daily volume of the
Companys traded shares, without considering the auction of the private equities held October 15, 2010,
was of R$ 5.1 million.

Shareholders may not receive dividends.
The Companys bylaws provide that 25% of the net profit for any year, adjusted pursuant to the
provisions of the Brazilian corporate law, should be distributed to shareholders as mandatory dividends or
as interest on stockholders equity. Despite the requirements regarding the payment of mandatory
dividends, the Company may limit such payment to the realized portion of the dividends or suspend the
distribution of dividends to its shareholders in any year, if the Companys board of directors determines
that such distribution would not be advisable given its financial condition.
The Company may need additional funds in the future and may issue additional securities to
secure such funds. This may adversely affect the price of the shares and result in a dilution of
the investors percentage interest in the Companys shares.
The Company may need to raise funds in the future through an additional public or private offering of
shares or securities convertible into or exchangeable for shares. Any additional funds raised by the
distribution of shares or securities convertible into or exchangeable for shares may impact their price and
dilute the investors percentage interest.
Provisions in the Companys bylaws may discourage, delay or make more difficult a change of
control of the company or the approval of transactions that might otherwise in the best
interests of its shareholders.

The Companys bylaws contain provisions intended to avoid the concentration of ownership of its shares
in small groups of investors and to foster a dispersed ownership. These provisions require that any
shareholder that acquires or becomes the holder, except any involuntary increase, as provided in the
Bylaws of the Company, of (i) Companys shares representing 20% of its capital stock, (ii) derivatives to
be settled in shares of the Company and / or paid in currency, exchange-traded or privately organized

18
market, which are referenced in any actions or other securities issued by the Company and having rights
to shares of the Company representing 20% or more of the Companys shares, or (b) giving the right to
receive an amount equal to 20% or more of the Companys shares; or (iii) certain other rights in the
corporate nature of amount equal to or greater than 20% of the total shares issued by the Company or
which may result in the acquisition of Company shares in the amount equal to or greater than 20% of the
total shares the Companys capital; shall make, within sixty days to the purchase date of this acquisition
or event that resulted in this acquired percentage, an OPA for all shares issued by the Company at the
price determined by its bylaws. These provisions could have the effect to discourage, delay or even
prevent the Company to merge with another company or be acquired by another company, including
transactions in which the investor may receive a bonus over the market value of the Companys shares.
Likewise, statutory provision might allow the maintenance or perpetuation of the staff members of the
Company nominated and elected by shareholders holding less predominant portion of the Company's
capital.
d. to its subsidiaries and affiliates.

Not applicable.

e. to the suppliers.

Fluctuations in the price of raw materials, components and equipment used in the Companys
operations, as well as of commodities, may adversely affect its results.

Certain raw materials and components used in the Companys operations are prone to sudden and
significant fluctuations in price, over which it has no control. The final price of components, machinery
and equipment that are acquired or rented from third parties correlates to a significant extent with the
price of commodities such as steel and aluminum. A substantial increase in the price of such commodities
generally results in an equivalent increase in the Companys suppliers operating costs and, consequently,
in an increase in the prices they charge for their products. The Company may not be able to pass these
price increases on to its clients, which could have an adverse effect on its operating costs and financial
condition and results of operations.
In addition, all of the equipment used by the Rental division is imported, as there is no equipment of
comparable quality available locally, and their prices are defined in foreign currencies. Should the real
depreciate against the foreign currencies in which the Company purchases equipment, its purchase costs
will increase and it may be unable to reflect the increased cost of equipment in the rental prices charged.

The components, machinery and equipment used in the Companys operations are
manufactured and supplied by third parties.
The components, machinery and equipment used in the Companys operations are manufactured by third-
parties. The Company also buys other materials used in its operations from local or foreign companies.
The Company generally does not carry a very large inventory of equipment in its warehouses, only the
minimum required for the provision of its services. As a result, the Company is vulnerable to delays in the
delivery of equipment or increases in the prices charged by its suppliers, which could prevent from
providing its services or renting its equipment to its clients in a timely manner. Also, if the Companys
suppliers are not prepared for and are unable to meet potential increases in the demand for their
products, it may not be able to buy the amount of equipment or volume of raw materials necessary to
carry out its operations. If the Companyis subject to recurring delays in delivery, it may not be able to find
new suppliers quickly enough to meet its clients needs. In addition, the introduction of restrictions on the
acquisition of imported goods, or the increase of taxes due on imported equipment, may have a negative
impact on the Companys business, in particular on the operations of the Rental division. Any delays or
price increases resulting from the actions or failures of the Companys suppliers, or due to new import
regulations, could result in increased costs for the Company, requiring a price increase, in which case the

19
demand for the Companys services could be adversely affected, affecting its financial condition and
operation results.

f. to the clients.

The success of the Heavy Construction division depends on the development of long-term
relationships with a limited number of large companies operating in the Brazilian civil
construction sector.
According to O Empreiteiro magazine, the revenue of the ten largest Brazilian construction companies
represented, in the year 2009, 60.2% of the revenues from the 50 largest construction companies in the
country. Maintaining long-standing partnerships with such companies is the key to ensure the Companys
involvement in the implementation of prestigious and innovative activities and execute its operations, in
particular, more complex projects. Should the Company lose any of its main clients, or in case the
Company is unable to maintain a close relationship with such clients, the operations and revenue from the
Heavy Construction division could be materially adversely affected.

The Company may be unable to attract new clients or to develop new business at the pace
required for the expansion of the Jahu and Rental divisions.
The average term of the service agreements between the Jahu and Rental divisions and their clients is
generally shorter than that of the service agreements negotiated by the other business divisions. As a
result, both the Jahu and Rental divisions rely on the constant generation of new business in order to
maintain their revenue at a constant level. Due to the high degree of competition faced by the Jahu and
Rental divisions, the Company must make significant investments in order to attract new clients and retain
existing ones, in addition to offering its services at competitive prices. In 2010, the Jahu and Rental
divisions accounted for 19.1% and 17.3%, respectively, of the Companys net revenue, compared to
15.4% and 13.5%, respectively, of the Companys net revenue in 2009. If the Company is unable to
generate new business at the rate required by the Jahu and Rental divisions, the operations and
expansion of the activities carried out by these divisions could be adversely affected.

The Company may be unable to meet the needs of all of its clients or deliver its services in a
timely manner.
The Company owns a limited number of machinery and equipment, which must be properly allocated to
each project in which it is involved. Delays or interruptions in the manufacturing and maintenance of such
equipment and its component parts, as well as sudden increases in the demand for the Companys
services, could prevent from providing its services in the agreed timeframe or from meeting the needs of
its clients satisfactorily and efficiently, as a result of any of the following factors:
- inability to foresee the needs of its clients;
- delays caused by its suppliers;
- insufficient production capacity;
- equipment failure;
- shortage of qualified workers, strikes and labor claims;
- interruption in the provision of public services, in particular power cuts;
- delays or interruption of the equipment transportation system;
- changes to customs regulations;
- macroeconomic factors; and

20
- natural disasters.
If the Company is unable to meet its deadlines, either due to internal problems, or as a result of events
over which it has no control, it may lose the trust of its clients and, therefore, experience a decrease in
the demand for its services, which could adversely affect its financial condition and operation results.
Fluctuations in the price of commodities may impact the Companys clients investment
decisions and the cost of equipment and, consequently, the Company may face cancellations
or delays affecting its existing and future projects or loss of revenue.
Fluctuation in commodity prices may affect the Companys clients in many areas. For example, for clients
engaged in the oil and gas, copper and fertilizers business, fluctuation in their product prices may have a
direct impact in the profit margins and cash flows, and consequently influence decisions between
maintaining existing investments or making new expenditures. Should the Companys clients choose to
postpone new investments and/or to cancel or delay the execution of existing projects, the demand for
the Companys services would drop, which could have a material adverse effect on its operations and
financial condition. The Companys operations and financial situation has been adversely affected in the
past, and could be substantially affected in the future, due to cancellations and delays in connection with
projects in which it was or is involved.

The prices of commodities may also have a strong impact on the cost of the Companys equipment and
projects. Any increase in such prices could adversely affect the potential return on the planned projects
that the Company was going to execute, as well as the current investments, should its clients choose to
postpone, cancel or delay their execution.

g. to the economic sectors in which the issuer is involved.

The Brazilian government has been and continues to be a significant influence over the
Brazilian economy. This influence, as well as Brazilian political and economic conditions,
could adversely affect the Companys business and results of operations.
The Brazilian government has frequently intervened in the Brazilian economy and has occasionally
introduced significantly changes to the countrys monetary, credit and tax policies, among others. The
Brazilian governments actions to control inflation have often involved, among others, increases in interest
rates, changes in tax policies, price controls, currency devaluations, capital controls, and customs
restrictions. The Company haa no control over and cannot predict what measures or policies may be
introduced by the Brazilian government in the future. The Companys business, financial condition and
operations results, as well as the trading price of its shares, may be adversely affected by Brazilian, state
and municipal changes to public policies relating to tax rates and exchange controls or regulations
involving or affecting factors such as:
- interest rates;
exchange controls and restrictions on remittances abroad;
fluctuations in exchange rates;
inflation;
social and political instability;
expansion or contraction of the global or Brazilian economies;
liquidity of domestic capital and financial markets;
tax burden and policy; and
other political, social and economic developments in or affecting Brazil.
Uncertainty over whether the Brazilian government will implement changes in policy or regulation
affecting these or other factors in the future may contribute to economic uncertainty in Brazil and
heightened volatility in the Brazilian securities markets. For example, on October 20, 2009, the Brazilian
government introduced a 2% tax on foreign investments in the Brazilian financial and capital markets.

21
With the purpose of reducing the exchange rate pressure, on October 18, 2010, Finance Minister Guido
Mantega, announced the increase of the IOF tax rate on foreign investments in fixed income to 6%.
In October 2010, Dilma Rouseff was elected president of Brazil. Brazilian presidents have significant
power to determine public policies, as well as to introduce measures affecting the Brazilian economy and
the operations and financial results of companies such as the Company, whose operations rely to a
significant extent on public investment in infrastructure and development. The campaign for the
presidency could result in changes to existing public policies. For example, the new government faces
pressure to cut expenses and public investments, including investments in infrastructure, due to
increasing inflation and public debt, which can cause negatively and relevant impact in the Companys
operations. In February of 2011, the Federal Government announced a cut of R$ 50 billion in the Union
budget.
The Company cannot predict whether the current or future Brazilian government will implement changes
to existing policies on taxation, exchange controls, monetary strategy and social security, among others,
nor estimate the possible impact of any such changes on the Brazilian economy or the Companys
operations.

Federal Government's efforts to reduce inflation may delay the Brazilian economys growth
and affect the Company's business negatively.

In the past, Brazil experienced extremely high inflation rates and, consequently, adopted monetary
policies that resulted in one of the largest real interest rates in the world. Between 2005 and 2010, the
SELIC rate ranged between 19.13% and 9.82% per year. Inflation and measures taken by the Federal
Government to combat it, especially through the Central Bank, had and can return to have significant
impact on the Brazilian economy and on the Company's business. The strict monetary policy with high
interest rates may limit the Brazilian growth and the credit availability. Conversely, looser government and
monetary policies, the decline in interest rates and the intervention in the exchange and stock markets to
adjust or fix the real value may trigger increases in inflation rates and, consequently, the volatility of
growth and the need for sudden and significant interest rate increases. Besides this, the Company may
not have conditions to adjust the prices to offset the effects of inflation on its cost structure. Any of these
factors could adversely affect the Companys business.

Exchange rate instability may affect the Brazilian economy, as well as the Companys
operations and the market value of its shares.
Over the last few decades, the Brazilian currency faced frequent and substantial exchange rate
fluctuations in relation to the U.S. dollar and other foreign currencies. The real showed significant
devaluation against the U.S. dollar between 2000 and 2002, reaching an exchange rate of R$3.53 per
U$1.00 by the end of 2002. On the other hand, the real appreciated substantially against the U.S. dollar
in the period from 2003 to mid-2008 as a result of stability in the macroeconomic environment and strong
growth in foreign investments in the country, reaching an exchange rate of R$1.56 per US$1.00 in August
2008. As a result of the global financial crisis in mid-2008, the real depreciated 31.9% against the U.S.
dollar, reaching an exchange rate of R$2.34 per US$1.00 by the end of 2008. In 2009, due to the
recovery of the Brazilian economy at a faster rate than the global economy, the real once again
appreciated 25% against the U.S. dollar, reaching an exchange rate of R$1.74 per U$1.00 by December
31, 2009. This recovery also happened in 2010, the real increased 3.4% in comparison to U.S. dollar,
reaching the exchange rate of R$1.67 per U$1.00 in December 31, 2010. In February of 2011, the
exchange rate of the real against the U.S. dollar was of R$1.66 per U$1.00.
The depreciation of the real against the U.S. dollar could create additional inflationary pressures in the
Brazilian economy and lead to increase the interest rates, which could negatively impact Brazilian
economic growth as a whole, as well as the Companys financial condition and results of operations,
besides limiting access to international financial markets and lead to governmental interventions, which
could include the introduction of recessive policies. In the context of the current slowdown in global
economic activity, the depreciation of the real against the U.S. dollar could also trigger a drop in

22
consumer spending, as well as create deflationary pressures and result in lower economic growth. On the
other hand, the appreciation of the real in comparison to the U.S. dollar and other foreign currencies in
turn lead to deterioration in the Brazilian balance of payments and a drop in export-based growth.
Depending on the circumstances, the depreciation or appreciation of the real could have a material
adverse effect on the countrys economic growth, as well as on the Companys business and the market
value of the Companys shares.

Events and the perception of risk in other countries, especially the United States and
emerging market countries, may adversely affect the market price of Brazilian securities,
including that of the Companys shares.
The market price of securities issued by Brazilian companies is affected to varying degrees by economic
and market conditions in other countries, including the United States and other Latin American and
emerging market countries. Therefore, investors reactions to developments in these other countries may
have an adverse effect on the market value of securities of Brazilian issuers. Crisis in other emerging
market countries may reduce investor interest in securities issued by Brazilian companies, including those
issued by the Company.
In the past, the development of adverse economic conditions in other emerging market countries
resulted, in general, in capital flight and, as a consequence, in a decrease in the value of foreign
investments in the country. The financial crisis originated in the United States during the third quarter of
2008 triggered a recession of global scale. This adversely affected the Brazilian economy and Brazilian
capital markets, both directly and indirectly, and led to, among other things, fluctuations in the trading
prices of securities issued by publicly owned companies, scarcity of credit, cut in expenditures, slowdown
in the global economy, exchange rate volatility, and inflationary pressures. Any of these factors may
negatively affect the market value of the Companys shares and make it more difficult for it to access
capital markets and finance its operations in the future on acceptable terms, or at all.

The demand for the Companys services is directly linked to the volume of public investment
in the engineering, construction and infrastructure sectors.
The public sector is generally involved in the implementation of large engineering and infrastructure
projects in Brazil, either by means of direct investment in such projects or through financing agreements.
For example, over the coming years, the Company expects that approximately R$955 billion will be
invested between the 2011 to 2014 period to fund public construction projects linked to the Brazilian
governments PAC 2 program, approximately R$132 billion will be invested in the Brazilian cities hosting
the 2014 FIFA World Cup and the 2016 Olympic Games, there is a need of significant investment in
various sectors in the Brazilian industry, including oil and gas and petrochemical. According to estimates
from BNDES, the public and private sectors are expected to invest R$1.601 billion in the industrial,
infrastructure and residential construction segments between 2011 and 2014. The Company believes that
the involvement of the public sector will be the key in the viability of such enterprises and in the
execution of such new projects.
In Brazil, public investments have historically been influenced by macroeconomic, political and legal
factors, which are all beyond of the Companys control. Such factors could determine, among other
things, the suspension or cancelation of projects that require the involvement of the public sector. Any
such suspension or cancellation could have a material adverse effect on the Companys clients operations
and on the demand for its services. If estimates regarding the level of future investments in construction
and infrastructure are not correct, or if such investments are not made, the Companys clients operations
(and, consequently, the Companys financial condition and operations) may be adversely affected.

23
The nature of the services rendered by the Company requires to make significant financial
and technical investments before knowing whether or not it will be hired.
Due to the nature of the services the Company provides, it is required to make substantial initial
investments in the development of new processes, the provision of constant training to its employees
and, in particular, the acquisition of machinery and equipment to be used in the provision of its services.
Some of these investments are carried out before the Company knows whether its services will be used
on a continuous, successive basis and it is exposed to the risk that significant initial investments will not
generate the returns that are anticipated. The Company is particularly vulnerable to a sudden decrease in
the level of demand for its services that would result in an increase in its spare capacity and leave its
revenue-generating assets idle, which could have an adverse affect on its financial condition and results
of operations.

All of the Companys business divisions face significant competition in the markets in which
they operate.
The Company faces strong competition in all of the segments in which it operates. Moreover, the
Company may be exposed in the future to additional competition from new market players, as well as
from foreign competitors entering the Brazilian market. The Company operate in a fragmented market
which demonstrates considerable potential for growth and is served by a substantial number of
companies offering less sophisticated and, therefore, less cost services. The Companys clients decision to
hire a particular service provider is influenced by a number of factors, including the quality of the services,
the reliability of the contractor and its ability to offer innovative solutions, and the price charged for the
services required. The Companys competitors are making substantial efforts to improve their market
positions and the Company may lose certain clients to these competitors, including long-standing clients
that regularly employ its services.
Certain competitors of the Industrial Services division have more experience and greater scale in the
provision of certain industrial maintenance services, and may have greater financial resources. If the
Company is unable to effectively compete against these companies, its market share could decrease,
which would adversely affect the Companys financial condition and results of operations.
In addition, if construction companies and companies operating in the oil and gas sector create new in-
house departments to complement their core operations, so as to no longer require the Companys
services (or even to compete with the Company), it may experience a reduction in the demand for its
services, and a potential increase in competition, which may adversely affect its financial condition and
results of operations.
The development of engineering solutions and technological innovations which add value to
the Companys services is critical to the protection of its leading market position and to the
expansion of its business.
Due to the nature of the Companys business, it must remain abreast of the latest engineering solutions
and technological innovations in its industry. The Company must employ qualified personnel, maintain an
adequate infrastructure, and expand relationships with suppliers that have a successful track record.
Should the Company fail to provide value-added engineering solutions, or to buy or license new
technologies developed by third-parties on acceptable terms, the services rendered by the Company could
become outdated or obsolete in comparison to the services offered by its competitors. Any failure to
remain at the technological forefront of the industry would adversely affect its relationship with clients
and, consequently, its financial condition and results of operations.

h. to the sectors regulation in which the issuer acts.

24
Costs related to laws and workplace safety regulations as well as those third-party
professionals. Such costs can be relevant and impact adversely the Companys results.

As of December 31, 2010, the Company had 4,359 employees, most of them either based at its
equipment warehouses or engaged in the assembly of equipment used in the Industrial Services division
and in the provision of services offered by such division. Due to the nature of the services provided, both
the Companys employees and employees of third parties face risks when executing its projects, which
could result in serious injury or death. In accordance with existing labor laws and regulations, the
Companyis required to provide and ensure the use of safety equipment for its employees and other
individuals working on its projects, under the Companys responsibility. If the Company fail to provide all
necessary safety equipment and ensure its proper use, or if it works with companies that are not
sufficiently committed to ensuring the safety of their staff, the Company could be deemed responsible for
any accidents that take place at the worksites where it provides services. Any accidents at the worksites
where it provides its services could potentially reduce the number of able bodied employees available to
carry out its operations and would expose the Company to the payment of fines and penalties.
Any changes to existing safety regulations may impose additional obligations on the Company and result
in an increase in its expenses with respect to safety equipment and procedures. The Company cannot
predict whether any such changes would have a significant impact on its operations. For example,
changes imposing a reduced work day, for safety reasons, could result in a drop in employee productivity,
therefore forcing the Company to hire additional staff. Similarly, provisions requiring the Company to install
additional safety components could increase the cost of its equipment and, therefore, adversely impact its
operating costs and results.

In addition, the Company engaged a third-party labor provider to hire temporary employees during periods
of rapid increases in the demand for the Companys services, particularly for the Companys Industrial
Services division. As a result, the Company could be considered responsible for meeting any employment
obligations relating to such professionals, or deemed to be their employer under the terms of existing laws
and regulations, and would be subject to potential costs associated with failure to comply with workplace
safety regulations with respect to such professionals. Besides, the editing of stricter legal and regulatory
provisions regarding the use of outsourced personnel, or of provisions imposing additional obligations on
the contractor of outsourced services, could increase the Companys labor costs and have a negative
effect on its financial condition and results of operations.

The technical requirements and the use of the Companys equipments, as well as, the way
which the Company renders its services, may suffer relevant changes due to the incident of
drastic climate change. Moreover, the Companys inability to adapt to climate change may
adversely affect its business and financial results. Additionally, the Company is subjected to
several environmental laws and regulations that may become stricter in the future, as a
response to the drastic climate changes, and may result in higher duties and greater capital
investment.

Climate change, including flooding or erosion caused by increased rainfall, could adversely affect the
technical requirements in the projects and equipments to which the Company is subjected to, the way in
which the Company uses its equipment and the way it render its services. For instance, increased rainfall
could interfere with the Companys ability to perform industrial painting services. In addition, variations in
weather caused by climate change may lead to postponements in project schedules, which in turn may
lead to a decrease in the demand for the Companys services. The Companys inability to adapt its
operations to such climate change and maintain its quality standards from our equipment and services,
may lead to a decrease in its market share, adversely affecting its business and financial results.
The Companys operations are subject to several federal, state and municipal environmental laws and
regulations, including protocols and international treaties to which Brazil is party. Such regulatory
framework may become more stringent in the future due to, among other things, climate change.
Compliance with the provisions of these laws and regulations is monitored by certain governmental bodies
and agencies that are responsible for applying administrative sanctions in the event of the breach of any
relevant provisions. These sanctions may consist of fines ranging from R$500 to R$50,000,000, result in

25
the cancelation of our licenses and, ultimately, the temporary or permanent suspension of the Companys
operations, among other penalties. Environmental laws and regulations may become stricter in the future,
which may require the Company to make additional investments in compliance and, as a result, affect its
existing investment program. Such changes may cause an adversely affect to its financial condition and
results of operations. Besides, the failure to comply with such laws and regulations, such as operating
without the necessary environmental licenses and permits, or failing to adequately dispose of residues
arising from the Companys painting and equipment maintenance services, may result in the application of
criminal and administrative sanctions, as well as the obligation to repair the alleged harm or pay penalties
for any potential damage to the environment. Criminal sanctions may include, among other things, the
arrest of the persons responsible for the breach, the revocation or restriction of tax incentives and the
cancelation or suspension of credit facilities provided by public financial institutions. The Company could
also be prohibited from providing services to the public sector. The application of any of these sanctions
could have an adverse effect on the Companys revenues and prevent us from being able to raise capital
in the financial markets. The introduction of additional environmental obligations in the future as a result
of legal or regulatory changes or as a consequence of an increase in the environmental impact of the
Companys operations, or failure to obtain any necessary environmental licenses and permits, may result
in additional and substantial compliance costs and have an adverse effect on its business, financial
condition and results of operations.

i. to the foreign countries to which the issuer acts.

Not applicable, since the Company restricts its operations to Brazil.

4.2 Comments on the Companys expectations to reduce or increase its exposure to the
risks factors

The Company is constantly analyzing the risks to which it is exposed to and which may adversely affect its
business, financial condition and results of operations. The Company is constantly monitoring changes in
the macroeconomic and sector scenarios that can influence its activities through monitoring of key
performance indicators. Currently, the Company has not identified the any scenario that can increase or
decrease its exposure to the risks listed in the item 4.1 above.

4.3 Legal, administrative or arbitral significant and non confidential suits

The Company is part of a judicial and administrative proceedings in the civil, tax and social security, labor
and environment, as described below. The Companys contingency provisions are recorded in the financial
statements for the total amount of probable losses. On December 31, 2010, the total value of cases
involving contingent liabilities was R$109 million and the total value involved in processes with probable
loss, according to its assessment and its legal counsel, was R$11.1 million, as indicated below:

Proceeding/Contingency Year ended December 31,

2008 2009 2010

Civil proceedings
Possible losses 1,183 1,547 772
Probable losses 422 803 430

Tax and social security proceedings
Possible losses 2,614 9,582 11,501
Probable losses 20,075 5,617 7,296

Labor claims
Possible losses 4,077 10,787 12,649
Probable losses 1,270 1,420 1,672

26
Other
Possible losses 27 18 -
Probable losses 567 687 1,741

Provisions 22,334 8,527 11,139

Judicial deposits 6,527 5,960 7,328

The Company believes that its provisions for legal and administrative contingencies are sufficient to cover
probable losses. The Company describes below the main legal and administrative proceedings in which it
is involved.
Civil Proceedings
The Company is defendant in 48 proceedings concerning civil liability and indemnification payments,
regarding, above all, contract terminations and indemnification payments, whose total value was of R$
2.5 million on December 31, 2010. Based on the advice of the Companys external legal counsel, as of
December 31, 2010 it has recorded provisions of R$430 thousand to cover probable losses arising from
these proceedings.

Tax and Social Security Proceedings
As of December 31, 2010, the Company was defendant in 126 tax proceedings for an aggregate amount
of R$91 million. From this amount, R$7.3 million are provisioned, and the value from the net provision of
judicial deposits and appellate was of R$2.2 million. Below is a description of its main tax proceedings:
Process n 10768.008181/98-36
Jurisdiction
IRS
Instance 2nd Instance
Date of filing April/07/1998
Parties in the suit Mills do Brasil Estruturas e Servios Ltda. (succeeded by the Company)
and Secretaria da Receita Federal do Brasil
Amounts, goods or rights involved R$30,817,554.53 (on 02/24/06)
Main facts This is a tax-deficiency notice that seeks the payment of amounts
supposedly not paid by way of COFINS, CSLL, IRPJ and PIS by reason
of supposed omissions of revenues, cancellation of expenses incurred
by the taxpayer with rents of real estates, personal property,
machines, automobiles and equipment necessary and indispensable for
its business and because the taxpayer failed to respond to the notice of
March 23, 1998 that notified it to justify the revaluation reserve. In
the Companys defense, we claimed that the tax liability relating to the
period from January 1992 to March 1993 has been time-barred. We
also argued that the allegation of omission of revenue was due to
transactions of spin-off and consolidation of the companies Mills
Eventos and Mills Servios de Manuteno, which caused no loss for
the tax authority, for which reason the tax-deficiency notice must be
cancelled. The company claims that the revenues in its name were
subjected to taxation by a subsidiary, by reason of the delay by the
Commercial Registry in acknowledging the transactions that had been
conducted.
Current stage: On January 28, 2010, there was a trial in which the
Administrative Tax Appeals Chamber decided to annul the tax
assessment. However, it must be emphasized that the Tax Collector
may still file a Special Appeal against the said decision.
Chances of loss Remote
Analysis of impact in the case of losing If the tax-deficiency notice is held to be valid, the Company will have

27
the suit to pay the updated value of the tax (until December 31, 2010) of R$47
million. Since this is an isolated fact, which does not reflect on the
habitual practice of the Company, the Company does not believe that
an unfavorable decision in the administrative proceedings in question
would lead to a loss in other claims. However, by reason of the
amount in dispute, the Company may have to obtain a foreign loan or
revaluate its investment plan if we are required to pay the said taxes.
Amount provisioned (if any) -

Process n 2005.51.01.533217-9
Jurisdiction
Federal Justice
Instance 1st Instance
Date of filing 03/21/2006
Parties in the suit Mills Formas e Escoramento Ltda. (succeeded by the Company) and
Federal Union
Main facts Subject Matter: This is a Tax Foreclosure seeking the payment of tax
liabilities substantiated in Tax Proceedings Nos. 15374.001299/00-95
(CDA No. 70.6.05.018933-01/ Installment Plan) and
15374.001300/00-72 (CDA No. 70.2.05.013557-18), filed by reason of
the cancellation of expenses incurred by Mills (former Aluma), by
reason of the supposed lack of proof of operating costs and expenses
deducted from the profits earned for purposes of determination of the
taxable income, in relation to the hiring of the company Mills do Brasil.
Chances of loss Possible
Analysis of impact in the case of losing
the suit
In the event of an unfavorable decision, the Company will have to pay
the tax liabilities subject matter of the administrative procedures in
question, in the updated amount of R$1.9 million (until December 31,
2010). Since this is an isolated fact, which is not a habitual practice of
the Company, the Company does not believe that an unfavorable
decision would have a material adverse effect on its financial situation
or on its operating results.

Process n 2007.51.01.505428-0
Jurisdiction
Federal Justice
Parties in the suit Mills Indstria e Comrcio Ltda. (succeeded by the Company) and
Federal Union
Amounts, goods or rights involved R$759,205.70 (on 12/18/06)
Main facts Subject Matter: This is a Lawsuit seeking the cancellation of the tax
liabilities substantiated in Administrative Proceedings Nos.
13707.002177/93-71 (CDA No. 70.2.06.003889-75) (IRPJ) and
13707.002178/93-34 (CDA No. 70.6.06.007170-64) (FINSOCIAL). The
taxpayer executed with its affiliate Mills Equipamentos Ltda a lease
agreement of some equipment of its production. At first, the
agreement provided that the amounts would be paid on a monthly
basis and adjusted at the OTN rate. On January 5, 1998, the parties
entered into a new agreement whereby the rent would be paid
annually, but that the adjustment would still be made on a monthly
basis. However, on August 3, 1998, there was the execution of the re-
ratification agreement whereby the parties ratified the agreement that
the payment would be annual and agreed that the adjustment would

28
also be made at the average rate of OTN. The Tax Authority
understood that the lessee should have paid, until January 5, 1998, the
IRPJ and the CSLL levied upon the amounts supposed received by way
of rent in the first seven months of the year. In the Companys
defense, it claimed that no amount was due in the period, because
according to the terms of the agreement executed with the affiliate the
amount would only be paid to the Company at the end of the fiscal
year, for which reason the taxable event of the said taxes had not yet
occurred.
Current stage: Waiting for the entry of judgment.
the suit
If the claim is held to be invalid, the Company will have to pay the tax
liability disputed, in the adjusted amount of R$826 thousand (until
December 31, 2010). Since this is an isolated fact, which is not a
an unfavorable decision would have a material adverse effect on its
financial situation or on its operating results.

Process n 2006.51.01.011682-5
Jurisdiction
Federal Justice
and Federal Union
Main facts Subject Matter: This is an Action for Annulment of Tax Liability seeking
the annulment of the tax liability claimed in Administrative Proceeding
No. 13708.000745/2003-12 (CDAs Nos. 70.2.08.000115-81,
70.2.08.000116-62 and 70.6.08.000444-38), because a substantial part
of the liability claimed refers to the tax on net income (ILL), which was
deemed to be unconstitutional by the Federal Supreme Court, and that
the full amount of the liability claimed is liable to cancellation because
of the offset against the accumulated tax loss of the year.
Current stage: Waiting for the judgment by the 1
st
Instance.
the suit
liability disputed, in the adjusted amount of R$2.1 million (until

Process n 2005.51.01.002775-7
Jurisdiction
Federal Justice of Rio de Janeiro
Date of filing February/15/2005
and Nacional Treasury
Amounts, goods or rights involved R$1,182,037.77 (on February/15/05)

29
Main facts Subject Matter: This is a Lawsuit seeking the acknowledgment of the
right of Plaintiff to offset the amounts unduly paid in the last 10 years,
and the acknowledgment of the right of Plaintiff to ratification of the
offset conducted in year 2002 against the liabilities unduly paid in year
1993.

Current stage: In view of the judgment that held the claim to be
invalid, the Plaintiff filed an Appeal which was granted by a majority of
votes. At this time, the case is waiting from judgment of an Appeal
filed by the Federal Government.
the suit
the disputed tax liabilities. Additionally, after Supplementary Law No.
118/2005, the company may only offset the tax liabilities that had been
unduly paid within a five-year period before the petition for
offset/restitution. Since this is an isolated fact, which is not a habitual
practice of the Company, the Company does not believe that an
unfavorable decision would have a material adverse effect on its

Process n 2008.51.01.505089-8
Jurisdiction
Federal Justice of Rio de Janeiro
Date of filing June/25/2008
Parties in the suit Mills Estruturas e Servios Ltda. and Federal Union
Amounts, goods or rights involved R$1,946,671.65 (on May/26/08)
Main facts Subject Matter: This is a Tax Foreclosure that seeks to compel the
Company to pay the tax liabilities of IRPJ substantiated in Overdue Tax
Liabilities Certificates (local acronym CDA) Nos. 70.2.08.000115-81;
70.2.08.000116-62 and 70.6.08.000444-38.
Current stage: This has the same subject matter of the action for
annulment of tax liability 2006.51.01011682-5 (mentioned in the
previous schedule). On May 25, 2009, the Company presented a
petition informing that it filed Incidental Provisional Measure No.
2007.51.01.031485-8 requesting the acknowledgment of the right to
presentation of assets so that the liabilities subject matter of the CDAs
in question do not prevent the issuance of the proper CND (local
acronym of the Debt Clearance Certificate). Therefore, it requested
the issuance of a Warrant for Levy of Execution upon the assets
presented in the record of the Action for Provisional Remedy.
the suit
liability, in the adjusted amount of R$2.1 million (December 31, 2010).
Since this is an isolated fact, which is not a habitual practice of the
Company, the Company does not believe that an unfavorable decision
would have a material adverse effect on its financial situation or on its
operating results.

Process n 18471.001569/2006-13
Jurisdiction
Receita Federal of Brasil (IRS)

30
Date of filing December/15/2006
Parties in the suit Jahu Indstria e Comrcio Ltda. (succeeded by the Company) and
Federal Union.
Amounts, goods or rights involved R$8,886,083.64 (12/31/2010)
Main facts Subject Matter: This is a tax-deficiency notice issued by RFB seeking
the payment of IRPJ and CSLL liabilities, in relation to the 1st, 2nd and
3rd Quarters of 2001 by reason of (i) supposed divergences with
regard to the criteria used for the depreciation of fixed assets and (ii)
supposed irregularities with regard to the deductibility of expenses with
service providers.
Current stage: The decision by the lower court was partially favorable,
with the exclusion from the tax-deficiency notice of the liabilities of
IRPJ and CSL with regard to the 1st, 2nd and 3rd quarters of 2001, for
being barred by the statute of limitations, and accepts the claim by the
Company with regard to depreciation. The Federal Government filed
an official appeal and the Company filed a voluntary one. Waiting for
the judgment by the appellate instance in CARF.
the suit
The Company must pay the tax liability in question if the tax-deficiency
notice is considered to be valid, in the updated amount of R$8.9 million
on 12/31/2010. Since this is an isolated fact, which is not a habitual
practice of the Company, and considering the amount of the provision,
the Company does not believe that an unfavorable decision would have
a material adverse effect on its financial situation or on its operating
results.
Amount provisioned (if any) R$4,948,377.84

NFLD n 35.739.838-6
Jurisdiction
Date of filing May/23/2005
and INSS (Social Security Administration)
Amounts, goods or rights involved R$444,243.60 (on May/23/05)
Main facts This is a Tax-Deficiency Notice seeking the collection of supposed
deficiencies in relation to the contributions collected by the INSS
(Social Security Administration) and intended for other entities and
funds, especially the so-called education-salary.
Current stage: We have filed an objection informing that a part of the
education-salary liability has been paid into court, in the proper
lawsuit. The case is pending disposition of the objection.
the suit
The Company will have to pay the tax liability in question, in the
adjusted amount of R$776.6 thousand (on December 31, 2010), if it
does succeed in proving that it has been deposited into court. The
Company already duly pays the education-salary. Taking into account
the amount involved in the lawsuit, the Company does not believe that
an unfavorable decision will have a material adverse effect on its
financial condition or operating results.

Process n 12267.000047/2007-14 (NFLD n 35.739.839-4)
Jurisdiction

31
and INSS (Social Security Administration)
Amounts, goods or rights involved R$1,378,410.22 (on May/23/05)
Main facts This is a tax-deficiency notice seeking the payment of amounts
supposedly not paid by way of contribution to SAT. In the Companys
defense, we claimed that the amounts were deposited in Case No.
99.0012818-4 already converted into revenue for the Federal
Treasury. We also claim that the tax assessment disregarded
payments made by the Company.
Current stage: The case is pending disposition of the objection.
the suit
The Company will have to pay the tax liability in question, in the
adjusted amount of R$2.2 million (on December 31, 2010), if it does
succeed in proving that it has been deposited into court. Since this is
an isolated fact, which is not a habitual practice of the Company, the
Company does not believe that an unfavorable decision would have a
material adverse effect on its financial situation or on its operating
results.

NFLD n 35.739.844-0
Jurisdiction
Parties in the suit Mills do Brasil Estruturas e Servios Ltda. and INSS (Social Security
Administration)
Main facts This is a tax-deficiency notice seeking the payment of amounts
supposedly not paid by way of social-security contributions. The
Company claims that the tax assessment has factual errors and that
the tax liabilities were actually paid.

the suit
If the assessment is deemed to be valid, the Company will have to pay
the tax liability in question, in the updated amount of R$626 thousand
(on December 31, 2010). Since this is an isolated fact, which is not a

Process n 37280.000387/2006-17 (NFLD n 35.739.841-6)
Jurisdiction
and INSS (National Institute of Social Security)

32
Main facts This is a tax-deficiency notice (NFLD n 35.739.841-6) seeking the
payment of amounts supposedly not paid by way of social-security
contributions, because the tax authority acknowledged the employment
relationship between the members of Coopcel, a cooperative, and the
Company. In its defense, the Company claims that the tax authority
cannot acknowledge the employment relationship and that the tax
liability has been barred by the statute of limitations.
the suit
the tax liability in question, in the updated amount of R$1.2 million (on

Process n 11330.000329/2007-30 (NFLD n 35.102.808-0)
Jurisdiction
Date of filing December/10/2001
and INSS (National Institute of Social Security)
Amounts, goods or rights involved R$262,723.43 (on October/29/03)
Main facts Subject Matter: This is a tax-deficiency notice issued because the
taxpayer supposedly did not make the withholding of 11%, by way of
social-security contribution, levied upon invoices for services that had
been rendered to it, as provided for by Law No. 9711/98. In its
defense, the Company claims that it could not defend itself, because
the tax-deficiency notice allegedly failed to list the services in relation
to which there was no 11% withholding. It also claims that the
company did not make the withholding only in those cases exempted
by law (for example: services provided by companies that opt for the
simple-taxation system).
Current stage: Currently, the case is awaiting disposition of the
voluntary appeal filed by the Company.
the suit
If the claim is held to be valid, the Company will have to pay the tax
liability in question, in the adjusted amount of R$504 thousand (on
December 31, 2010). Taking into account the amount involved in the
lawsuit, the Company does not believe that an unfavorable decision will
have a material adverse effect on its financial condition or operating
results.
Amount provisioned (if any) R$ 206 thousand

Process n 2005.51.01.026197-3
Jurisdiction
Federal Justice
Date of filing September/21/2005
Parties in the suit Mills do Brasil Estruturas e Servios Ltda. and INSS (National Institute
of Social Security)

33
Amounts, goods or rights involved R$967,953.94 (on December/10/01)
Main facts Subject Matter: This is a Lawsuit seeking the termination of the tax
liability subject matter of NFLD No. 35.102.802-1 (Education-Salary)
because the respective amounts had been deposited in Provisional
Remedy No. 97.0010128-2
Current stage: The Claim was deemed to be invalid. Currently, the
case is awaiting disposition of the appeal filed by the Company.
the suit
The Company will have to pay the tax liability subject matter of NFLD
No. 35.102.802-1, in the adjusted amount of R$1.5 million (on
December 31, 2010). The Company already duly pays the education-
salary. Taking into account the amount involved in the lawsuit, the
Company does not believe that an unfavorable decision will have a
material adverse effect on its financial condition or operating results.

Labor Claims
The Company is defendant in 368 labor claims, and with the advisory of an external legal counsel, the
Company has recorded provisions on the amount of R$1.6 million on December 31, 2010, to cover
probable losses resulting from the labor claims filed against the Company.
The labor claims filed against the Company relate to the following matters: (i) payment of
indemnifications for material damages; (ii) payment of risk, hazard, transfer and night shift allowances;
(iii) length of lunch and shift breaks; (ix) payment of equal pay for equal work; (v) workplace accidents;
(vi) re-hiring as a result of the development of professional illness; (vii) recognition of employment
relationships; and (viii) existence of subsidiary (or joint and several) responsibility between the Company
and its services providers, with respect to outsourced workers employed by such providers and allocated
to providing services for the Company. Below, the Company included a structured summary of the major
labor claims that it is part:

Action n 01316.2007.009.19.00.7
Jurisdiction 9 Vara do Trabalho de Macei/AL
Instance
2nd Instance
Date of filing
November/08/2007
Parties in the suit
Plaintiff: Srgio Roberto de Figueiredo Filho
Defendant: Mills Estruturas e Servios de Engenharia Ltda. and
Braskem S/A.
Amounts, goods or rights involved
R$ 977,541.75
Main facts
The lawsuit filed by one of our former employees, concerning a claim
for moral and pecuniary damages resulting from the disability caused
by an alleged occupational disease, whose contingency is
approximately R$1.0 million. The said labor claim was denied in first
instance and, on December 2, 2009, the Appellate Labor Court of the
1st Region granted the appeal filed by the plaintiff, and ordered the
payment of moral damages in the amount of R$15.0 thousand. The
Company appealed for a review but it was denied.

34
Chances of loss
Possible
the suit
Considering the denial by the lower court, and the possibility of loss,
we do not see any greater impact on the Company. However, if there
is any reversal in the Appellate Labor Court of the judgment entered by
the lower court, the Company will have to pay the plaintiff some R$1.0
million.
Amount provisioned (if any)
-

Action n 0143400-71.2008.5.17.0009
Jurisdiction 9 Vara do Trabalho de Vitria/ES
Instance
1st Instance
Date of filing
December/19/2008
Parties in the suit
Author: Ministrio Pblico do Trabalho
Defendant: Mills Estruturas e Servios de Engenharia Ltda., HZM
Servios de Manuteno e Montagens Ltda. and ArcelorMittal S/A
R$ 5.0 million
Main facts
This is a public civil action filed by the Labor Prosecution office with a
plea for preliminary injunction seeking the suspension of business in
the workplace (City of Serra, State of Esprito Santo), under penalty of
payment of a daily fine of R$50,000.00, an award against Mills for the
payment of collective moral damages, on account of the purported
violation of Regulation No. 18, in the amount of R$5.0 million. The
case is awaiting an action by the Regional Labor Office for subsequent
judgment.
Chances of loss
Possible
the suit
Considering the subject matter of the case, we understand that the
validity of the claim could create a material precedent for the
Company, in addition to the payments sought in the action. If the
amount payable is material, we may have to obtain a foreign loan or
reassess our investment plan.
-

Action n 01106. 5.134.05.00.1
Jurisdiction 4 Vara do Trabalho (4th Labor Staff) of Camaari/BA
Instance
1st Instance
Date of filing
October/24/2005
Parties in the suit
Author: Public Ministry of Labor
Defendant: Mills Estruturas e Servios de Engenharia Ltda.
R$437,0 thousand
Main facts
Compliance with legal quota regarding the employment of disabled
workers. This public civil action deals with the allegation that we do not
comply with the legal quota regarding the employment of disabled

35
workers. The Public Labor Prosecution Office requested an injunction to
compel our company to employ disabled workers in line with the
minimum percentage set by the applicable legislation.
The prosecutors also seek our conviction for collective punitive
damages allegedly caused by our company.
Our defense claims that the principal operations carried out by our
company require the employment of persons capable of meeting
rigorous physical demands, such as workers for the assembly of
scaffolding structures, painters, high pressure water gun operators,
and workers in the provision of insulation services. These activities are
performed under very demanding physical conditions, which makes the
employment of disabled workers impractical, as such workers would be
exposed to a significantly higher risk of accident. As of the date of this
reference form, no decision has been handed down in respect of this
public civil action.
Chances of loss
Possible
the suit
In the event of loss, the Company will have to pay the amount in
dispute and will have to extend the number of employees that suffer
from deficiency, under penalty of fine.
-

Action n 01106.2009.018.01.00.0
Jurisdiction 18 Vara do Trabalho (18th Labor Staff) of Rio de Janeiro/RJ
Instance
1st Instance
Date of filing
August/20/2009
Parties in the suit
Author: Labor Syndicate in Empresas Locadoras de Bens Mveis,
Assistncia Tcnica e Prestadoras de Servios em Geral - SINTALOCAS
Defendant: Mills Estruturas e Servios de Engenharia Ltda.
R$ 20,000.00
Main facts This is a labor claim, filed by the Union of Works in Companies of
Furniture, Technical Assistance and Providers of General Services
(SINTALOCAS), whose subject matter is the trade-union contribution
set forth in Article 583 of the CLT (Consolidated Labor Laws), which
should have been paid to the said Union with regard to years 2006 to
2009. On March 3, 2010, a judgment was entered in this case, which
terminated the case because of lack of conditions of action. In view of
the adverse judgment, the union filed an appeal that is pending
disposition.
Chances of loss
Possible
the suit
In the event of loss, the Company will have to pay the amounts
claimed and will have to start contributing to another Union
(SINTALOCAS), without the possibility of deduction of the amounts
previously paid to the current union.
-

36
4.4 Judicial, administrative or arbitral awards, which are not under confidentiality, in
which the company or its subsidiaries are part and whose appellees are administrators or
former administrators, owners or ex-owners or investors of the company or its subsidiaries.
Not applicable to the Company.

4.5 Relevant confidential lawsuit
To the present date, the Company is not part of any confidential lawsuit.

4.6 Judicial, administrative or arbitral lawsuits, repetitive or related, non confidential and
based on similar legal facts and causes, which are not under confidentiality and which
together, are relevant.


4.7 Other significant contingencies.

The Company is part of a police investigation initiated by the Bureau of Environment Protection of the
State of Rio de Janeiro on July 5, 2006, for violation of Articles 54 and 60 of the Environmental Crimes
Act, on grounds of alleged improper disposal of solid waste and liquids in Rio de Janeiro.
The investigation is not complete, but the Company is carrying out works to remedy the deficiencies
pointed out and ask for the environmental licensing of activities on site.

4.8 Rules of the country of origin of foreign issuer and rules of the country in which
the foreign Company's securities are held in custody, if different from the country of
origin.


37

5. MARKET RISKS

38
5.1 Description of the main market risks.

Interest Rate Risk
The Company's indebtedness is denominated in reais, subject to floating interest rates, particularly the
Interbank deposit certificate - CDI and Long-term interest rate -TJLP rates. There is a risk that the
Company might incur losses on account of interest rate fluctuations that increase the finance expense of
loans and financing raised in the market.It is Company policy not to use any instrument to reduce its
exposure to interest rate fluctuations. This is a market risk arising from macroeconomic and regulatory
conditions to which all companies operating in Brazil are subject. The Company analyzes its interest rate
exposure on a dynamic basis. Various scenarios are simulated taking into consideration refinancing,
financing and hedging. Based on these scenarios, the Company defines a reasonable change in the
interest rate. The scenarios are run only for liabilities that represent the major interest-bearing
positions.See below the sensitivity analysis of potential interest rate fluctuations.
Sensitivity analysis

The following table shows the sensitivity analysis of the financial instruments, including the derivatives,
describing the risks that could generate material losses for the Company, with the most probable scenario
(scenario I), as assessed by management, considering the three-month horizon until the next financial
information containing this analysis is due for disclosure. Two other scenarios are also shown, as required
by the Brazilian Securities Commission - CVM, in Instruction No. 475/2008, in order to show deterioration
of 25% and 50% in the risk variable considered, respectively (scenarios II and III):

Scenario I Scenario II Scenario III
Risk Instrument/operation Description (probable) +25% +50%
R$ (thousand)
Interest rate Debt
BNDES - TJLP Increase in the indicator 18,122 18,152 18,179
Leasing - CDI Increase in the indicator 72,945 75,742 78,584
Working Capital - CDI Increase in the indicator 41,557 42,017 42,473

Total 132,624 135,911 139,236
Variation 2% 5%

The sensitivity analysis presented above considers changes in relation to the particular risk, maintaining
constant other variables, associated with other risks.

Scenario I
Rate Scenario II Scenario III
Reference Maintenance +25% +50%

CDI (%) 10.75% 13.44% 16.13%
TJLP (%) 6.00% 7.50% 9.00%

1 Regarding interest risk, the Company's management considered as likely premise (scenario I) for its financial instruments to the maintenance of the Selic
rate, consequently, the CDI rate also, since there is a direct relationship between the rates, and a rate increase as premise for the other two scenarios.

2 For financial liabilities related to loans and financing - BNDES, the Company's management considered as likely premise (scenario I) would be the
maintenance of the TJLP for the next three months, since there is no evidence of a change in the short term, and a rate increase as a premise for the other two
scenarios.

Inflation risk
The Company seeks to reflect inflation rates in the prices that are charged for its products and services.
However, Brazilian laws and regulations provide that long-term agreements may only be adjusted for
inflation once every 12 months. The main inflation indexes used by the Company to adjust prices under
long-term agreements are IGP-M and IPCA. In addition, the Companys payroll is affected by salary
increases negotiated under collective bargaining agreements, which are usually in line with increases in

39
the main Brazilian inflation indexes.
During 2010, the IGP-M index calculated by FGV was of 11.32%, while the IPCA index announced by
IBGE was of 5.91%. For the next 12 months period in March 31, 2011 the IGP-M was of 10.95% and the
IPCA was of 6.30%.

Exchange Rate Risk
The Company is exposed to foreign exchange risk arising from various currency exposures, primarily with
respect to the US dollar and the euro. Foreign exchange risk arises from future imports of equipment,
mainly , mainly telescopic handlers, aerial platforms, formwork and shoring.
It is Company policy, conservatively, to eliminate 100% of cash risk related to exchange rate, since all of
its revenue is received in Brazilian reais. As a consequence, the Company has entered into swap and Non-
Deliverable Forwards agreements with financial institutions for hedging purposes. All these contracts
provide for a simple exchange of indexes under which the financial institution assumes the foreign
exchange risk and the Company, in counterpart, undertakes to pay interest on the notional amount
(corresponding to the original amount of its foreign currency liability).
As a result from hedging operations, the Company had no exposure to exchange rate fluctuations as of
December 31, 2008, 2009 and 2010.
The Company had no exposure to the exchange rate for the motorized equipments already bought.
However, since these equipments are not produced in Brazil, the Company is exposed to exchange rate
for future investments in such equipments either to replace and/or increase its fleet.
As seen below, the sensitivity analysis of possible fluctuations on exchange rates.

Sensitivity analysis

The following table shows the sensitivity analysis of the financial instruments, including the derivatives,
describing the risks that could generate material losses for the Company, with the most probable scenario
(scenario I), as assessed by management, considering the three-month horizon until the next financial
information containing this analysis is due for disclosure. Two other scenarios are also shown, as required
by the Brazilian Securities Commission - CVM, in Instruction No. 475/2008, in order to show deterioration
of 25% and 50% in the risk variable considered, respectively (scenarios II and III):

In R$ thousand
Scenario I Scenario II Scenario III
Risk Instrument/operation Description (probable) +25% +50%

Exchange rate (USD) Commercial commitments* Increase in the exchange rate (121,368) (151,710) (182,052)
NDF Increase in the exchange rate (13,326) 17,239 47,852

Total (134,695) (134,472) (134.200)
Variation 0% 0%

Risk Instrument/operation Description

Exchange rate (EURO) Commercial commitments * Increase in the exchange rate (284) (355) (426)
NDF Increase in the exchange rate (1) 71 141

Total (285) (284) (285)
Variation 0% 0%

* Commercial commitments of equipment purchased in foreign currency, but not accounted for.
The swap contracts are signed to exchange 100% of the risk of foreign currency (USD) to national currency (R$).

40

The sensitivity analysis presented above considers changes in relation to the particular risk, maintaining
constant other variables, associated with other risks.

Scenario I
Rate Scenario II Scenario III
Reference Maintenance +25% +50%

US$ (R$/US$) 1,6662 2,0828 2,4993
Euro (R$/Euro) 2,228 2,7850 3,342

1 e 2 The Company's management considered as likely premise (scenario I) the maintenance of the exchange rate for the next three months and a rate
increase as premise for the other two scenarios.

Risk of Price Fluctuation of Raw Materials and Imported Equipment
Increases in the price of commodities used for manufacturing the equipment necessary for the provision
of the Companys services, such as steel and aluminum, at rates higher than those recorded by the
Brazilian inflation indexes used for adjustments of the prices charged, may have an adverse effect on the
Companys future profitability unless these increases can be factored into prices.
Additionally, for imported equipment contracts, as is the case of the Rental Division, the exchange rate
increases above inflation also have a negative impact on the Companys future profitability, until these
increases can be factored into prices.
Credit Risk (Trade Receivables )
The Company periodically bills the outstanding amounts due by its clients for rentals and services,
generally for periods of 30 to 45 days, with average receipt terms of 50 days. Accordingly, it is subject to
the risk of default on accounts receivable. The default rates are relatively low, which can be attributed to
the background of long relationships with clients and, in the case of the Jahu and Rental Divisions, the
pulverized client and project bases. The Company's trade credit portfolio comprises primarily Brazilian
clients. The Company records a provision for impairment when it judges that there is a risk of default on
the amounts due.
Client credit risk management is exercised by the Company's financial management, which assesses the
clients' financial capacity to pay. This analysis is made prior to the effective commercial agreement
between the parties and involves an individual analysis of each client, taking mainly the following
information into consideration: (i) registrered data; (ii) financial information and indicators; (iii) risk
categories (SERASA methodology); (iv) majority interests and; (v) pending items and protests in Serasa.
It is not Company practice to obtain financial guarantees from its clients to manage credit risks.

The table below shows the items from Trade Receivables and Allowanve for Doubtful Debts from the
Company detailed by division and consolidated on the indicated dates:

2008 2009 2010

Trade
Receivables
Allowance
for
doubtful
debts
Trade
Receivables
Allowance
for
doubtful
debts
Receivable
Accounts
Allowa
nce for
doubtf
ul
debts
Heavy Construction Division 23,800 2,089 34,729 3,625 47,960 4,042
Industrial Services Division 20,497 940 27,826 1,504 45,550 1,705
Jahu Division 4,059 0 7,608 1,246 19,143 1,285
Equipment Rental 5,964 128 7,002 363 16,616 1,231
Events Division 7,875 1,029 7,500 1,029 6,563 1,030
Total 62,195 4,186 84,665 7,767 135,832 9,293

41

5.2 Policy description for managing market risks

a. Risks for which protection is sought

The Companys activities are exposed to several financial risks (including risks of interest rate, inflation,
exchange rate, price fluctuation from raw materials and imported equipment and credit risk). The risk
management program focuses on the unpredictability of financial markets and seeks to minimize potential
adverse effects on the Company's financial performance. The Company uses derivative financial
instruments to hedge against certain risk exposures and has a policy not to participate in any trading of
derivatives for speculative purposes.
Risk management is carried out by the Finance department, under policies approved by the Board of
Directors. The Finance department identifies, evaluates and protects the Company from financial risks in
co-operation with the Company's operating units. The Finance department establishes principles for
overall risk management, as well as for specific areas, such as foreign exchange risk, interest rate risk,
credit risk, use of derivative financial instruments and non-derivative financial instruments, and
investment of excess liquidity.
b. Asset protection strategy (hedge)

The Company intends on using financial derivative instruments locally and abroad to manage the
exchange and interest rate fluctuation risks. In accordance with the accounting principles generally
accepted in Brazil, the derivative contracts are going to be recorded to the balance sheet based on the
fair market value recognized in the revenues statements, unless in cases when the specific hedging
criteria are met. The market value estimations are going to be held on a specific date, usually based on
the mark-to-market.

c. Instruments used for asset protection (hedge)

In order to protect equity from exposure to foreign currency commitments, the Company developed a
strategy to mitigate the market risk. When applied, the objective of the strategy is to reduce the volatility
of the desirable cash flow, maintaining the planned disbursement of resources.The Company considers
management of these risks essential to support its growth strategy without potential financial losses
reducing its operating income, as the Company does not seek financial gains from derivatives. Foreign
currency risk management is carried out by the Financial Management and Directors, who assess the
potential exposure to risks and establish guidelines for measurement, monitoring and management of the
risks of the Company's operations.Based on this objective, the Company contracts derivative operations,
normally swaps and NDF (Non Deliverable Forwards), with prime financial institutions (brAAA credit rating
- national scale, Standard & Poor's or similar), to guarantee the commercial value agreed on ordering the
item to be imported. Similarly, swap or NDF contracts should be contracted to guarantee the payment
flow (amortization of principal and interest) of foreign currency financing. Under the Company's by-laws,
any contract or assumption of obligation in excess of R$ 10,000 (ten million reais) must be approved by
the Board, unless foreseen in the Business Plan. It is not necessary to contract hedge operations for
amounts of less than R$ 100 (one hundred thousand reais), with maturities of less than 90 days. Other
commitments should be protected against foreign exchange exposure.
Swap and NDF transactions are carried out to translate future foreign currency financial commitments into
reais. By contracting these operations, the Company minimizes the foreign exchange risk by leveling both
the amount of the commitment and the exposure period. The cost of contracting the derivative is tied to
the interest rate, normally to the CDI (Interbank deposit certificate) percentage. Swaps and NDFs
maturing before or after the final maturity of the commitments may, in time, be renegotiated so that their
final maturities are the same as - or close to - the final maturity of the commitment. In this way, on the
settlement date, the result of the swap and the NDF may offset part of the impact of the exchange
variation of the foreign currency against the real, assisting stabilization of the cash flow.

42
As derivatives, the monthly position is calculated by the fair value methodology, calculating the present
value by applying the market rates that are impacted on the determination dates. This widely used
methodology may result in monthly distortions in relation to the curve of the derivative contracted,
however, the Company is of the opinion that this is the best methodology to use, as it measures the
financial risk in the event of the need for early settlement of the derivative.By monitoring the
commitments assumed and the monthly valuation of the fair value of the derivatives, it is possible to
monitor the financial results and the impact on the cash flow and to ensure that the original objectives are
achieved. The calculation of the fair value of the positions is provided monthly for management
supervision.The derivative instruments contracted by the Company are intended to protect its equipment
import operations against fluctuations in the exchange rate in the interval between placing the order and
the corresponding formal receipt in Brazil. They are not used for speculative purposes.As of December 31,
2010, the Company had equipment purchase orders with foreign suppliers amounting approximately to
US$ 72.8 million and EUR 127,500 (in 2009, such orders amounted to US$ 34 million), all of them with
payments expected during 2011.
In order to reduce the Companys exposure to exchange rate fluctuations between the date of the order
and the date of the settlement of these obligations, the Company hired derivative instruments
represented by swap swap contracts in the aggregate amount of R$135.0 million, which fair value on
December 31, 2010, totalized R$135.0 million, as presented in the table below.

Tipo
Notional
Value
Fair Value
Receivable
/Payable
Values
Gains/
Losses
Notional
Value
Fair Value
Receivable
/Payable
Value
Gains/
Losses
December 31, 2010 December 31, 2009
(in R$ thousands)
Swap contracts
Receiving position
Citibank - - - - - -
Santander/ABN - - - - 65.969 65.950 66.053 -

Paying position
Citibank - - - - - -
Santander/ABN - - - - 65.969 66.294 66.192 (345)

Tipo Notional Value Fair Value
Receivable/
Payable
Values
Notional Value Fair Value
Receivable/
Payable
Values
December 31, 2010 Decemeber 31, 2009
(in R$ thousands)
Dollar Term Purchase

Bradesco 909 (16) (16) - - -
Santander 133.145 (6.974) (6.974) - - -
Ita 658 (13) (13) - - -

134.712 (7.003) (7.003) - - -

Tipo Notional Value Fair Value
Receivable/
Payable
Values
Notional Value
Fair
Value
Receivable/
Payable Values

43
December 31, 2010 Decemeber 31, 2009
(in R$ thousands)
NDF

Euro Term Purchase

Santander 283 - - - - -

d. Parameters used to managing these risks

Regarding the exchange rate risk, The Company's policy is to not be exposed to any commitments in
foreign currency. For the interest rate risk, the Companys policy is to operate with floating interest rates,
since their revenues also grow along with inflation. The Company does not uses protection against the
inflation risk caused by momentary mismatch between its revenues and costs.

e. If the Company uses various financial instruments with various objectives for
asset protection (hedge) and what these objectives goals are

The Company does not have financial instruments with various objectives of asset protection.

f. Organizational structure for risk management control

The risk control politics and procedures are defined directly through the Companys Board of Directors and
are implemented by the Companys board of Executive Officers. The Board of Directors are also
responsible for monitoring the fulfillment of these practices.

g. Adequacy of the operational structure and internal controls to verify the
effectiveness of the adopted policy

Policies and control procedures adopted are appropriate to its operational structure.

5.3 Significant changes in the main market risks.

There were no events that significantly changed the main market risks to which the Company is exposed.

5.4 Other information that the Company deems relevant.

There is no further relevant information about this item "5".

44

6. COMPANY HISTORY

45
6.1 Constitution of the Company

The Company was established on December 1, 1980 as a private company. On January 29, 2009, the
Companys shareholders approved a corporate transformation of the Company, which became a privately
held corporation. The first company of the Mills group, called Aos Firth Brown SA was established in 1952
in the city of Rio de Janeiro, State of Rio de Janeiro, in the form of privately held corporation.

6.2 Company Lifetime

Undetermined.

6.3 Brief Company History

The Company was formed in 1952 by the Nacht family, as a scaffold and shoring company which provided
services to the civil construction sector. Mr. Andres Cristian Nacht was a member of the Companys
management team from 1969 to 1998, being president director from 1978 till 1998. In 1998, Mr. Andres
Cristian Nacht became Chairman of the Board of Directors of the Company, position that occupies till this
Forms date.

In the 70s and 80s, the Company had substantial growth due to the significant civil construction and
industrial sectors expansion in Brazil. Among its activities from this period can be highlighted the
construction of the Rio-Niteroi Bridge (1971), the Itaipu Hydroelectric Plant (1979) and the first Brazilian
oil drilling platform (1983), among other projects.

During this period the Company made important partnerships with international companies that
cooperated with the Companys development. From 1974 to 1986, GKN plc, a large British conglomorate,
was the Companys shareholder, strengthening the beginning of good governance and credibility. In 1980,
the Company signed a partnership with the Canadian company Aluma Systems Inc., the Aluma Systems
Concrete Forms and Formwork Ltda., which had as main objective the introduction of aluminum forms in
the civil construction sector in Brazil which lasted until 2001.

In the 90s, while seeking to expand the Companys portfolio of services, it made new strategic
partnerships. In 1996, the Company entered into a licensing contract with the German company NOE-
Schaltechnik Georg Meyer-Keller GmbH, to produce and supply modular steel and aluminum panels
formwork to the Brazilian civil construction market. In 1997, the Company entered into a joint venture
partnership with the American company JLG Industries, Inc., to begin activities in the equipment rental
sector in Brazil.

In 2001, the Argentine company Sullair Argentina S.A., replaced JLG Industries, Inc. as the Companys
partner in the in the industrial equipment rental venture, and subsequently acquired its stake in 2003.

In 2007, the private equity funds, Peninsula FIP, managed by IP, and the Natipriv Global L.L.C., managed
by the Axxon Group, became the Companys shareholders, acquiring, each one, 10% of the Company for
R$ 20 million. The resources from these investments were used, mainly, to acquire equipment.

In 2008, the Company returned to its activities in the rental segment in an organic way, with the
establishment of the Rental Division, and suspended the operations of its Events Division, which was
responsible for providing temporary structures, such as such as outdoor stages and grandstands for the
sports and entertainment segment, as an objective to focus on the segments where it has competitive
advantages. Also in 2008, the Company acquired Jahu Indstria e Comrcio Ltda., which became the Jahu
Division, focused on providing engineering services to the residential and commercial civil construction
industry, complementing its activities in the Heavy Construction segment.

46
The Companys IPO was on April 2010, with a transaction totaling R$ 685 million, of which R$ 411 million
related to the primary offering that, consequently, were used to enable its growth plan. Shortly after the
offer, the Companysree float were of 48%.

In October 2010, after the expiration from the lock-up period, due to the IPO, the private equity funds,
Peninsula FIP and Natipriv Global L.L.C., sold the joint participation of 6.2% of the Companys capital,
increasing its free float to 57.2%.

In January 19, 2010, the Company entered into a purchase and sales agreement to acquire 25% of the
voting and total capital stock of Rohr S/A Estrutura Tubulares (Rohr), a privately held company specialized
in access engineering and solutions for civil construction, for R$ 90 million. This strategic acquisition will
enable the Company to broaden its exposure to the sectors it serves, especially in the areas of
infrastructure and the oil and natural gas industry.

In May 2011, the Company entered into a purchase and sales agreement to acquire 100% of the voting
and total capital stock of GP Sul, one of the largest players in the suspended scaffold rental market to
residential and commercial construction in the state of Rio Grande do Sul, for R$ 5.5 million. This strategic
acquisition will enable the Company to become the leader in the suspended scaffold rental market in the
state of Rio Grande do Sul and to broaden its exposure to the residential and commercial construction
market in the South region, in line with the geographic expansion plan of Jahu - Residential and
Commercial Construction division.

6.4 Date of registration with the CVM

April 14th, 2010.

6.5 Major corporate events which the Company or any of its subsidiaries or affiliates have
gone through

CORPORATE EVENTS AND RESTRUCTURING
Suspension of Events Division
In 2007, the Company permanently suspended the operations of its Events division, as it did not consider
it sufficiently profitable. However, the results of residual operations, including with respect to the
performance of obligations under agreements in force at the time of suspension of operations of its
Events division, are reflected in its combined financial statements for the year ended December 31, 2008.
Acquisition of Kina Participaes Ltda. and Jahu Indstria e Comrcio Ltda
In June 2008, the Company acquired Kina Participaes Ltda., or Kina, and its wholly-owned subsidiary
Jahu Indstria e Comrcio Ltda., or Jahu Indstria, for R$60.1 million. Jahu Indstria, a provider of
engineering solutions and shoring, scaffolding and access equipment for the residential and commercial
construction projects. The results of operations of Kina and Jahu Indstria have been included in the
Companys combined financial statements from July 1, 2008. Kina and Jahu Indstria were merged into
the Company on August 30, 2008, and established as the Jahu division.
As a result of the acquisition of Kina and Jahu Indstria, the Company registered a goodwill of R$42.3
million, reflecting the difference between the acquisition price and the book value of such companies. The
Company believed such goodwill was justified based on its expectations of future revenue to be generated
by the acquired companies. The premium paid in connection with the acquisition was amortized until
December 31, 2008.
Corporate Restructuring

47
Between 2007 and 2009, the Company underwent a corporate restructuring that included the following
steps:
- The merger of the Companys subsidiary Mills do Brasil Estruturas e Servicos Ltda., or Mills do
Brasil, into the Company on December 31, 2007, becoming the direct owner of Mills Indstria e
Comrcio Ltda., and being controlled by Mills Andaimes Tubulares do Brasil S.A.,
- The conversion of the Company from a limited liability company into a Brazilian corporation,
which was approved on January 29, 2009; and
- The mergers of the Companys subsidiaries Mills Indstria e Comrcio Ltda., or MIC, Mills
Andaimes Tubulares do Brasil S.A., or MAT, and Itapo Participaes S.A., or Itapo, into the
Company, which were approved on January 30, 2009.

Increase of Capital from the Company and Staldzene

By reason of the exercise of the stock option granted under the Special ex-CEO Plan, the shareholders
of the Company and of Staldzene approved, on March 12, 2010, a stock issue of both companies in the
amount of R$323,800 thousand, through the issue by the Company of 153,690 shares and 24,809,032
shares issued by Staldzene. The stock issue of the Company was fully subscribed by Staldzene, whereas
the stock issue of Staldzene was fully subscribed by the beneficiary of the Special ex-CEO Plan.

Reduction of Capital from Staldzene and Nacht Participaes

On March 18, 2010, the shareholders of Staldzene, the Companys controlling shareholder, ratified the
decrease in the capital stock of that company approved in the Extraordinary Shareholders Meeting held
on December 4, 2009. The amount of the reduction was of R$13.3 million with the cancellation and
involved the delivery of 6.307.457 shares issued by the Company, in a manner that was disproportional to
the holdings of the said shareholders.

Also on March 18, 2010, the shareholders of Nacht Participaes, controlling shareholder of Staldzene,
ratified the decrease in the capital stock of that company approved in the Extraordinary Shareholders
Meeting held on December 4, 2009. The amount of the reduction was of R$13.3 million with the
cancellation and involved the delivery of 6.307.457 shares issued by the Company, in a manner that was
disproportional to the holdings of the said shareholders.

On September 30, 2010, Staldzene had its share capital decreased after capitalizing intermediate profits
and part of the legal reserve. The share capital reduction occured by transferring a certain quantity of
Mills shares, which are currently owned by Staldzene, to Staldzenes shareholders. Staldzene participation
in Mills total and voting capital was reduced in 6.7%, from 46.0% to 39.3%.

In February 2011, Nacht Participaes S.A. reduced its capital stock, after capitalization of part of the
accumulated profits and the legal reserve. Such capital reduction will be effected through the delivery of
shares issued by the Company currently held by Nacht to some of its shareholders after the 60-day period
provided by law to creditors opposition. On April 18, 2011, as a result of the capital reduction, the interest
of Nacht on the voting and total capital stock of Mills will be reduced in 17.2%, from 39.0% to 21.8%,
and the shareholders Jeroboam Investments LLC (Jeroboam), Andres Cristian Nacht (Cristian Nacht) and
Jytte Kjellerup Nacht (Jytte Nacht) will hold a direct stockholding at Mills of 15.3%, 1.4% and 0.5%,
respectively.

Primary and Secundary public offering of share distribution

The Company, in conjunction with some shareholders, carried out a public offering of primary distribution
of 37,037,037 shares of common stock issued by the Company and secondary of 14,814,815 shares of
common stock held by the selling shareholders. The shares subject matter of the Offering started to be
traded on the segment called Novo Mercado of BM&FBOVESPA on April 16, 2010.

48

On May 14, 2010, the lead manager of the said public offering exercised in full the option of
supplementary placement of 7,777,777 shares of common stock owned by some of the selling
shareholders. The shares subject matter of the said supplementary batch started to be negotiated in the
segment called Novo Mercado of BM&FBOVESPA on May 19, 2010. There was no stock issue of the
Company by reason of the exercise of the option of supplementary batch.

Extinction of Staldzene by incorporation by Nacht Participaes

At an Extraordinary Shareholders Meeting held on November 30, 2010, the Nacht Participaes S/A
(Nacht), the Companys indirect controller, merged to Staldzene, on a corporate restricting operation,
succeeding it in all its rights and obligations. As a result from this operation, Nacht becomes the
Companys direct controlling shareholder with 39% of the total and voting capital stock.

Acquisition of 25% of Rohr S/A Estruturas Tubulares

On January from 2011, the Company entered into a purchase and sale agreement to acquire 25% of the
voting and total capital of Rohr S/A Estrutura Tubulares (Rohr), company specializing in access
engineering and the provision of construction solutions, for R$ 90 million. With this strategic acquisition,
the Company, expands its exposure to the sectors it serves, mainly in infrastructure and oil & gas
industry.

Acquisition of 100% of GP Andaimes Sul Locadora Ltda

In May 2011, the Company entered into a purchase and sales agreement to acquire 100% of the voting
and total capital stock of GP Sul, one of the largest players in the suspended scaffold rental market to
residential and commercial construction in the state of Rio Grande do Sul, for R$ 5.5 million. This strategic
acquisition will enable the Company to become the leader in the suspended scaffold rental market in the
state of Rio Grande do Sul and to broaden its exposure to the residential and commercial construction
market in the South region, in line with the geographic expansion plan of Jahu Residential and

In August 1
st

The objectives of the merger were (i) optimize and centralize the activities developed by GP Sul in the
Companys management, therefore, retionalizing the operations and consequently reducing costs; and (ii)
take advantage of the tax benefit resulting from the amortization of R$ 4.7 million generated in its
acquisition of at least five years, as from the 2011 fiscal year.


In July 27
th
stock, totalizing on the amount of R$1,548,424.09, due to the exercise of stock option, according to the
Companys Stock Option Plan (1/2010), archived in the Companys headquarters ("Programa de Outorga
de Opes").There was issuance of 128,287 new common stocks.

In September 23
th
, 2011 was approved, in Board of Directors Meeting, the increase of the Companys
capital stock, totalizing on the amount of R$124,637.58, due to the exercise of Companys Special
TopMills Plan (Plano Especial Top Mills) ans Companys Special Mills Plan (Plano Especial Mills). There
was issuance of 66,626 new common stocks.

49
In the same period was approved the cancellation of 99,140 common shares, book-entry shares, with no
par value of the Company, held in treasury, due to reimbursement payment to shareholders who
exercised their withdrawal rights arising from the resolution passed by the Extraordinary Shareholders
Meeting held on August 1, 2011.

In October 24
th
Opes"). There was issuance of 65,642 new common stocks.

In January 24
th
Opes"). There was issuance of 32,583 new common stocks.

6.6 Bankruptcy filings based on relevant values, or judicial or extrajudicial recovery of the
Company

Not applicable.


There is no further relevant information about this item "6.

50

7. COMPANYS ACTIVITIES

51
7.1 Summary of Company and Subsidiary activities

According to information released in 2010 by the magazine "O Empreiteiro" and by the IRN - 100
(International Rental News) publication, the Company believes to be one of the specialty engineering
services company and the largest provider of temporary concrete formwork and tubular structures and
motorized access equipment for the Brazilian market. The Company also serves the industrial services
market (access, industrial painting and thermal insulation) being one of the major players in this
market.The Company offers its clients specialized engineering services, providing differentiated solutions,
skilled labor and equipment that are essential to large infrastructure projects, residential and commercial
construction and industrial maintenance and installation. Customized engineering solutions include
planning, design and implementation of the temporary structures for civil construction (such as concrete
forms, shoring and scaffolding), industrial services (such as access, painting and thermal insulation for
construction and maintenance of industrial sites) and motorized access equipments (such as aerial
platforms and telescopic handlers), as well as technical assistance and skilled labor.
During 58 years of history, the Company has developed relationships with most of the largest and most
active Brazilian companies in heavy construction, residential and commercial construction and industry
sector. Additionally, as the services were provided on a consistent, timely, reliable, and quality manner,
observing the high safety standards, the Company acquired a strong reputation, as certified by the "O
Empreiteiro" magazine published in 2010, that qualified it as one of the leading companies in providing
specialized engineering services in Brazil.

The Company believes that the sectors in which it operates will have a strong growth in the coming years
due, among other things, (i) the favorable macroeconomic fundamentals and the increasing availability of
credit in Brazil, (ii) the significant investment in infrastructure projects, financed with the Brazilian Federal
Governments growth program, Programa de Acelerao do Crescimento (PAC), estimated in R$955 billion
between 2011 to 2014, (iii) to the Federal Governments low-income home building program (Minha Casa,
Minha Vida), with on the amount of R$278 billion in 2011, included in PAC, (iv) to the massive
investments needed for the World Cup of 2014 and the 2016 Olympics Games, estimated in R$ 132
billion; and (v) the need for significant investment in various sectors of the Brazilian industries, including
oil and gas and petrochemical. According to the provided data from the BNDES, are estimated in public
and private investments in the period from 2011 to 2014 on the value of R$ 1,601 billion in the industrial,
infrastructural and residential construction sectors in Brazil.
The services are offered by four divisions: (i) Heavy Construction Division (heavy construction, large-
sized, such as infrastructure), (ii) Jahu Division (residential and commercial construction), (iii) Industrial
Services Division (industrial maintenance and installation), and (iv) Rental Division (rental of motorized
access equipments).

Year ended December 31
2008 2009 2010
Heavy Construction Division
Net revenue (in thousands of R$) 110,189 146,210 154,270
Net income (in thousands of R$) 20,678 35,995 39,882
Net margin
(1)
19% 25% 26%

Industrial Services Division
Net margin
(1)
5% 2% 6%

Jahu Division
(2)

Net margin
(1)
7% 28% 25%

Equipment Rental Division
Net margin
(1)
15% 21% 26%

52
________________________________
(1) Represents net income divided by net revenue of each division.
(2) The Jahu acquisition was concluded in June 2008.
With R$154.3 million of net revenue in 2010, the Company estimates, according to data published by the
O Empreiteiro magazine in 2010, that its Heavy Construction division is Brazils leading provider of
specialty engineering solutions and equipment in revenue. In this segment, the Companys focus is
directed to large engineering projects, including infrastructure projects toward the logistics sectors
(specially railways, underground urban networks, highways, airports, ports and shipyards), social and
urban infrastructure (including sanitation networks) and energy (primarily regarding hydroelectric,
thermoelectric and nuclear plants), besides the industrial and large building construction projects. Such
projects are characterized by long-term (usually over one year), usually developed by the major
construction companies in Brazil.
The Company offers to the clients of the Heavy Construction division customized engineering solutions
according to the specific characteristics of each project, the peculiarities of the construction or
development location, and the complexity of the work to be undertaken, which the Company believes
helps to facilitate execution and reduce costs. Given the Companys extensive experience in the sectors in
which the Heavy Construction division operates, at the request of its clients the Company often
participates in the initial studies to help prepare bidding proposals for large engineering projects.
The Company believes that its main competitive advantages are its expertise, agility, reliability, quality
and safety standards, as well as its ability to provide equipment on a large scale, factors that contribute to
the reduction of overall duration and costs from its clients projects. The Company
provides services
throughout the Brazilian territory and also in international projects from its customers, providing high value
service and providing equipment.
The Company has a history of long-standing relationships with almost
all of the largest and best-known companies in the construction sector, including Construtora Norberto
Odebrecht S.A., Camargo Corra S.A., Andrade Gutierrez S.A., Construtora OAS Ltd. and Construtora
Queiroz Galvo S.A.

The Companys extensive track record includes participation on several of the largest and most important
infrastructure projects in Brazil, such as the construction of the city of Braslia (Brazils capital), the Rio de
Janeiro-Niteri Bridge and the Itaipu hydroelectric plant. More recently, the Company assisted in the
construction of the State of So Paulo Beltway (Rodoanel), the subway systems in the cities of Rio de
Janeiro and So Paulo, the Santos Dumont and Congonhas airports in the cities of Rio de Janeiro and So
Paulo, respectively, the Santo Antnio and Jirau hydroelectric plants in the north of Brazil and the Joo
Havelange Olympic Stadium in the city of Rio de Janeiro. Typical contract terms for this division range
from six to 24 months, as the services that the Company provides are critical during an extended phase of
major civil construction projects.

In order to facilitate the implementation of solutions that the Company idealizes, its offered to the clients,
through rental contracts and in some cases sales, a wide range of equipments, including concrete forms
and shoring structures, which include projects and technical studies, technical support and necessary
training for its proper use. Taking into account the specific needs from a particular project, there is
flexibility to hire the manufacture of special shaped equipments for specific construction works.

The Companys clients generally use their own employees to implement the solutions developed by the
Heavy Construction division. However, for complex projects or at the request of its clients, the Company
is able provide labor for the assembly and disassembly of its equipment.
Due to the complexity and size of the projects in which the Heavy Construction division is engaged,
revenues for this division depend significantly on the volume of investment in large-scale engineering
projects, primarily by the public sector, and on availability of credit for such projects.

53
The Company believes that the favorable long-term macroeconomic fundamentals in Brazil and the need
for investments in large infrastructure projects, including investments under the Brazilian governments
PAC program and those related to the 2014 FIFA World Cup and 2016 Olympic Games, as well as future
projects with the objective of overcoming the bottleneck of Brazilian infrastructure deficiencies, represent
a major opportunity for future growth.

The chart below, presents the financial information for the Heavy Construction Division on the indicated
periods:

Heavy Construction Division 2008 2009 2010
EBITDA (in thousands of R$)
(1)
49,565 73,651 73,573
EBITDA margin
(2)
45.0% 50.4% 47.7%

__________________________________________________________
(1) EBITDA is a non-GAAP measurement adopted by the Company. The calculation of the EBITDA consists of our operating results
before financial expenses, from the depreciation and goodwill. The EBITDA is not a Brazilian, IFRS or US GAAP measure, have no
standardized meaning and our definition may not be comparable to that used by other companies. The Company uses the EBITDA
to measure its performance. The EBITDA should not be considered as alternatives to net income, as an indicator of our operating
performance, or as alternatives to cash flow as an indicator of liquidity or debt payment capability.
(2) EBITDA from the Division divided by its net revenue.

The Industrial Services division is focused on the provision of services to the oil and gas sector, as well as
to the chemical and petrochemical, naval, steel, pulp and paper, and mining industries. The Industrial
Services division was established in the 1980s with the recognition that certain equipment used in its civil
construction projects could also be employed to provide access to the structures and facilities of large
industrial plants. At that time, the Company began renting access equipment, such as scaffolding
systems, to carry out maintenance work in industrial plants, rapidly, expanding its services in the
industrial sector to include assembly and disassembly, a sector that the Companybelieved could easily
exploit in view of its past expertise in civil construction, and in sequence, it also began offering specialized
maintenance services, in particular, industrial painting and thermal insulation, which started to compete
with companies that had regularly rented the Companys access equipment for these purposes of
providing such surface treatment services and helping its clients manage their costs more effectively as
they were able to reduce the number of suppliers contracted for the provision of such services. This way,
the Industrial Services division provides the equipment and also the labor required for the provision of its
services, being labor-intensive.
Based on data published on 2010 by the O Empreiteiro magazine, the Company believes to be one of
Brazils major players in providing structures designed to provide access for personnel and materials
during the assembly of equipments and pipes, during the construction of industrial plants, as in the
maintenance phase, preventive and corrective. The Company also offers industrial painting services,
surface treatments and thermal insulation.
The Industrial Services Division works, generally, together with the industrial contractor or the plants
maintenance department in planning, erecting and dismantling structures, when and where they are
needed, and performing painting and insulation, with own labor, as a way to guarantee the quality and
safety of its execution.

The contracts from the Industrial Services Division with its clients are usually long-term, from one to three
years, being able to be renewed at the end of the contracted period. On most cases, this Division is
generally paid based on units of finished services or in service levels, such as meters of erected
scaffolding, or square meters of painted or insulated surface, being able to hire on a man-hour based
price.

54
Currently, the Company provides two types of services:
Maintenance. Most of the revenue from this division, 71% of net revenue in 2010, are from maintenance
services in existing plants and facilities on a continuous basis, where most contracts have from one to two
years term, which are often successively renewed for equal terms. Additional revenue is generated by the
provision of scheduled maintenance services usually carried out once a year and which generally require
an extended interruption of its clients operations. Because its clients necessarily suffer losses as a result
of any extended interruptions, the Company believes that it has a competitive advantage based on its
proven ability to provide maintenance services quickly and safely, as evidenced by its high rate of repeat
business.
New Plants. The Company also offers services in connection with the assembly of new industrial plants, oil
and gas platforms and vessels, which are often provided as a natural extension of the services rendered
by the Heavy Construction division. The revenue generated through the assembly of new projects and
structures represented 29% of the total revenue of the Industrial Services division in 2010. The Company
expects that future investments in the sectors in which the Industrial Services division operates, in
particular the petrochemical and oil and gas sectors, will lead to a significant increase in revenue
generated from assembly services rendered by the Industrial Services division. The Company also seeks
to develop long-term relationships with its new plants clients, with the objective of establishing
agreements for the provision of maintenance services.
The Industrial Services division is present in the main industrial centers in Brazil (the states of Rio de
Janeiro, So Paulo, Minas Gerais, Bahia, Pernambuco and Rio Grande do Sul), and has a long history of
developing innovative solutions and making on-time or early delivery of projects, including with respect to
deep sea oil platforms.
The Company believes that the Industrial Services divisions clients value itsr reliability, consistent quality
and award-winning safety performance. These qualifications have yielded high client renewal rates (90%
in 2010), and have allowed us to develop long-lasting relationships with clients such as the corporate
groups Dow do Brasil, Braskem and Fibria, for whom the Company has worked continually for up to 15
years. Clients seek the Company for expert, fast and flexible delivery of equipment and highly skilled
installation, as well as in-depth understanding of local needs.
The main sectors served by the Industrial Services division are oil and gas, petrochemicals, steel, paper
and pulp, mining, and naval. The Companys clients include some of the largest industrial groups in Brazil,
such as Petrobras, Vale, Companhia Siderrgica Nacional, Gerdau, Braskem and Dow from Brasil. The
Industrial Services division has significant synergies with the Heavy Construction division. After the
completion of the concrete structures in large industrial projects, such as plants or refineries, its clients
often engage the Industrial Services division to support the industrial construction of the plant and
subsequently to provide preventive and corrective maintenance.

The Companys commitment to safety, which is reflected in all of the its operations, is particularly critical
to the clients from this Division, many of which operate according to international safety standards
established by their headquarters. Many of its clients operations involve the use of flammable and toxic
substances. Seeking continuous improvement, along the years, the Industrial Services division has
secured several international safety certifications, such as OHSAS 18001, ISO 9001 and ISO 14001. The
Companys commitment to the application of robust safety standards has also been recognized by its
clients, as demonstrated by the following awards: Destaque Petrobrs, Braskem Ouro, TOP Copene,
Prmio Isopol de Segurana, Prmio DOW for 13 consecutive years of providing services without work
loss time injuries, Prmio 5 Estrelas Arcelor Mittal (five star award), Prmio Excelncia na Construo
Bahia (excellency in construction), Prmio Performance SSMA Millennium Cristal , Prmio
Reconhecimento pelos resultados de SSMA in the Braskem unit at Alagoas, Prmio Zero Acidente
Reportvel - Dow.
The Company believes that the main challenges faced by the Industrial Services division are upgrading
the divisions operations to work in partnership with oil companies for drilling in the pre-salt strata and
the expansion of the operations to the southern and northern regions of Brazil, due to the large projects

55
which are expected to be implemented in such regions, including the construction of the oil platforms P-
55 and P-63, the implementation of part of the Cacimbas project for distillation of gas in the state of Rio
Grande do Sul, and the construction of the Premium Petrochemical Refineries in the states of Maranho
and Cear, as well as large mining projects in the state of Par, taking advantage of potential synergies
across the other divisions. In 2010 the Company launched new Industrial Services branches, one in Rio
Grande, in the state of Rio Grande do Sul, and another one in Recife, in the state of Pernambuco. The
Company plans to launch in 2011 one more branch in Parauapebas, in the state of Par, given the
business opportunities in the region.
The chart below, presents the financial information for the Industrial Services Division on the indicated
periods:

Industrial Services Division 2008 2009 2010
(1)
19,123 20,815 26,120
EBITDA margin
(2)
14.1% 14.7% 13.4%
__________________________________________________________

Jahu Division
While the Heavy Construction Division is focused on large engineering and infrastructure projects, the
Jahu Division attends, primarily, the residential and commercial construction contractors, developing
projects and providing services of concrete formwork, scaffolding, shoring and access equipment. The
Company also provides engineering services in connection with building refurbishing and maintenance,
primarily through the provision of suspended scaffolding. Inside of this Divisions activities, the Company
provides planning, project development, technical supervision, equipment and related services.
With outstanding performance in the sector for over 50 years and being one of the major leaders for ten
years in net revenue terms, Jahu is a strong, well-established brand in the residential and commercial
construction markets, acquiring an extensive client base along its history. Due to that, as part of its
expansion and diversification strategy, the Company invested, in June 2008, R$60.1 million so that Jahu
could be incorporated in the group, becoming one of the business Divisions. Since then the Company has
been improving Jahus performance by introducing the concrete formwork in the product portfolio,
increasing significantly the equipment inventory, capitalizing on the strong brand names of both Jahu
and Mills and therefore increasing its client base.
The residential and commercial construction sector in Brazil is fragmented. When compared to the Heavy
Construction market, the projects from this division, are generally dispersed within cities, are smaller in
size and have shorter durations, being the average contract term of four and a half months. The
recognized reputation on the Brazilian market is a really important factor for the Companys success in the
activities from this division. Its main competitive advantage is the extensive presence at a large number of
worksites, which enables it, together with its clients, to analyze the job needs and to supply the requested
services and equipment on demand.
Its main clients are the largest real estate companies, such as Brookfield Incorporaes S.A., Cyrela Brazil
Realty S.A., Desarrolladora Homex, S.A.B. de C.V., Gafisa S.A., MRV Engenharia e Participaes S.A.,
Odebrecht Realizaes Imobilirias, and PDG Realty S.A.

56
The Jahu divisions operations are concentrated in the Southeast and South regions of Brazil, which are
the most economically developed and densely populated in the country. However, the Brazilian
government is introducing initiatives such as the low income housing program Minha Casa, Minha Vida to
reduce the Brazilian housing deficit and increase the number of homes available in the North and
Northeast regions of the country. In order to join this expansion program and take advantage of the
expected public investments in this market, in 2009 the Jahu division began an expansion plan, which
launched one branch in 2009 and eight in 2010. The Company plans to launch seven more branches until
2013, three of which are planned for 2011.
The Company believes that the growth perspectives for the Jahu Division are positive in the long-term
outlook, as a result of the projected growth of the Brazilian real estate industry, the expansion of the
mortgage financing, the recent fundraising by several large Brazilian real estate developers, the large
public housing programs, such as the Brazilian governments program Minha Casa, Minha Vida and the
tendency of the major developers to contract the services from large nationwide suppliers, such as the
company.
The chart below, presents the financial information for the Jahu Division on the indicated periods:

Diviso Jahu 2008 2009 2010
(1)
11,127 31,846 43,874
EBITDA margin
(2)
45.1% 51.2% 41.7%
__________________________________________________________

Rental Division
The Company is one of the largest providers of motorized access equipment, in Brazil, supplying aerial
work platforms and telescopic handlers, to lift people and cargo to considerable heights, based on data
published in the O Empreiteiro maganize in 2010. The equipment enables safe, fast, versatile and
precise access for professionals to perform tasks safely and efficiently at heights from two to 48 meters.
The handlers allows materials weighing up to 4,500 kg to be lifted, transported and delivered to heights
of over 17 meters, at a job site or within an industrial plant.
The Rental division serves the same sectors as the other divisions, such as heavy or residential and
commercial construction and industrial construction and maintenance, as well as other economic sectors,
as the automotive, retail and logistics sectors, among others. Therefore, its client base is diverse,
including clients from the other divisions, such as Camargo Corra S.A., Construtora OAS Ltd., Construtora
Norberto Odebrecht S.A., Construtora Queiroz Galvo S.A., UTC Engenharia S.A. and etc. Generally, the
Company rents equipment on a monthly basis, being the average contract length from two to three
months, although 18-month or even longer contracts.
The Company introduced the large-scale use in Brazil of motorized access equipment specific for height
purposes in 1997, when it entered into a joint venture agreement with the American company JLG
Industries Inc., world leader in access equipment manufacturing, to rent aerial platforms and telescopic
handlers, the first joint venture in JLGs history.

57
In 1999, the Company introduced the large-scale use of telescopic handlers in the Brazilian market. This
motorized equipment can be used to transport loads to various heights and replaces a number of other
pieces of equipment traditionally used at construction sites, such as cranes, munck trucks and service lifts,
among other equipment. In 2001, Sullair, an Argentine equipment rental company, replaced JLG as the
Companys partner. In 2003, due to unfavorable market conditions in Brazil and the lack of capital
necessary to carry out essential investments, the Company suspended its equipment rental operations
and transferred the joint venture to Sullair.
In December 2007, as part of its diversification strategy and based on favorable market and credit
conditions, the Company established its Rental division and began renting aerial platforms and telescopic
handlers again.
According to the Companys estimates, based on data of 2010 from Terex and Brazilian import statistic of
2010, there are currently 10,200 aerial platforms and 1,050 telescopic handlers in Brazil. In comparison,
560,000 aerial platforms and 161,000 telescopic handlers are available in the United States based on data
provided by Yengst Associates. The Company believes that this gap, together with the current favorable
economic conditions in Brazil, indicates that this rental market is incipient in Brazil, offering significant
opportunities for expansion in the segment. The Company believes that its scale, specific industrial sector
expertise, reliability and safety record have been the primary factors driving the growth of the Rental
division since the beginning of its activities in 2008.
In addition, the Company may benefit from the introduction of stricter technical norms and procedures, in
particular with respect to safety regulations for work performed at significant heights or in areas that are
difficult to access. Among other provisions, Regulatory Norm 18 establishes that workers must be lifted
with the use of motorized access equipment, rather than manual equipment, which has resulted in an
expansion of the potential market for rental of its equipment. The Company believes that the long-term
outlook for the Rental division is strong as a result of favorable macroeconomic conditions in Brazil,
including exchange rate stability, considerable infrastructure construction investments under the Brazilian
governments PAC program, the Brazilian governments low income housing program and the overall
growth of the real estate industry in Brazil, anticipated industrial plant expansions (including major
investments in the oil and gas sector), investments related to the 2014 FIFA World Cup and 2016 Olympic
Games, and the multitude of other projects that will require safe working conditions at elevated heights.
The chart below, presents the financial information for the Rental Division on the indicated periods:

Diviso Rental 2008 2009 2010
(1)
11,439 31,338 50,956
EBITDA margin
(2)
45.0% 57.6% 53.6%
__________________________________________________________

7.2 Regarding each operational segment(s) disclosed in the consolidated financial
statements for the past fiscal years

a. Commercialized products e services


Offered Equipment

58
The main equipment offered by the Company to the clients of the Heavy Construction division includes:
- Steel Shoring Equipment. The primary shoring equipment the Company provides are Millstour
shoring posts, a versatile system capable of supporting loads ranging from 24 to over 156 tons
per post, depending on the configuration. In accordance with the Companys market perception,
its shoring equipment is considered the most flexible and versatile shoring system in Brazil. This
system provides for ease of assembly with its heaviest component parts weighing less than 13
kilograms. Each shoring post has an automatic locking element and can support loads of up to six
tons. Load-bearing capacity may be doubled or even tripled with the use of connecting trusses. In
addition, these telescopic shoring posts are fully adjustable to meet nearly any height
requirement and may be used in multiple applications. Millstour is typically used in the
construction of bridges, viaducts and dams, as well as in large-scale industrial projects.

- Shoring Aluminium. The main equipment used is the Alu-Mills, a system of aluminum shoring with
load capacity up to 14 tons, which can be connected by trusses forming isolated towers of
different heights. This system also allows total displacement of the joint without the need for
disassembly also bringing significant labor savings. Compared to the shoring post systems or
conventional steel shoring, this system is the one with the lightest weight / resistance, saving
very much in the amount of equipment deployed in the works. The Alu-Mills can be used in
buildings and even heavy construction works reaching a wide range of application.
- Trusses. The Aspen Launching Truss is a motorized horizontal truss able to transport and position
precast beams weighing up to 140 tons and spanning up to 45 meters. This truss may be used
during all stages of a construction project, from the delivery of the beams at the construction site
to positioning the beams on permanent supports. The truss may also be used to launch braces for
the construction of viaducts with a high degree of safety and minimum labor. No additional
equipment is required to launch such braces, as the Aspen Launching Truss also transports the
supports, stands and other accessories required for launching such braces. Moreover, the truss
may be operated at inclines as steep as 6% without additional components and without any
deterioration in its load-bearing capacity. The Aspen Launching Truss is typically used in the
construction of bridges, viaducts and industrial structures. The M150 Truss is a horizontal heavy
duty truss used for laying concrete. The Company believes that the M150 Truss has the highest
load-bearing capacity among similar products in the market, while remaining as light as
conventional trusses. The M150 can bear positive stress of 150 tons per meter and negative
stress of 100 tons per meter, thus requiring fewer modules than for conventional trusses and less
movement of materials, which reduces costs for labor and secondary equipment. The Company
believe that the M150 Truss is the only truss available in the market which is able to absorb
negative stress and which includes a curvature adjustment mechanism. The lower rail supports
the truss via an exclusive connecting post, eliminating the need for additional supports. The
Companys Truss can be operated either with the use of supporting structures, or through the
even distribution of weight, providing it with the capacity to be operated at significant heights
over great spans.

Reusable Steel Concrete Formwork. Formwork is used to shape concrete structures. There are
two main types of formwork: vertical formwork for casting of walls and columns, and horizontal
formwork for molding beams and slabs. The Company entered the concrete formwork market in
1980 through a joint venture with the Canadian company Aluma, which provided know-how
regarding the manufacturing of steel formwork, which is extremely light. In addition, the
Company entered into a license agreement with the German company NOE Schaltechnik in 1996,
which allowed us to manufacture and distribute NOE formwork in Brazil, using SL 2000 steel
panels. In 2005, the Company began working with ALU-L steel panels. These panels have a large
area and support a concrete pressure of up to 60 kilograms per square meter, and yet are light
enough to be moved by a single worker. The introduction of ALU-L steel panels represented a
significant innovation in the heavy construction industry. Also in 2005, the Company introduced
Deck Mills, a steel formwork system for casting concrete slabs that is extremely simple to
assemble and disassemble, which helps reduce construction time.

59
The Company also provides a formwork system named Aluma Light, a floating table system
designed for creating large single slabs of concrete of up to 90 square meters for use in projects
which involve the construction of a large number of identical floors, such as for the construction
of high-rise structures. The floating table system can be transported from one floor to the next
with the use of a crane and without need for disassembly, thus reducing labor costs and overall
construction time.
Prior to the development of steel formwork, the construction industry relied heavily on wood
formwork, which had a short useful life and which was very heavy and required a large number of
workers for each project. In contrast, steel formwork has a useful life of more than 10 years, is
available in a number of different sizes and shapes, and can be transported and installed either
manually or with the help of the proper equipment. Consequently, the use of steel formwork as
opposed to wood formwork allows for a significant reduction in construction costs, primarily labor
costs, with as much as a 70% reduction in costs according to the Companys estimates. The
Company believes that the broad range of systems offered by the Company, together with its
extensive experience in the provision of customized engineering solutions, provides a significant
advantage over its competitors in the provision of concrete formwork solutions.
- Access Scaffolding. The Company offers a scaffolding system called Elite, which is a tubular metal
tower system that can be assembled into access structures of varying heights and dimensions.
Elite is a simple system composed of only three types of pieces: support posts, transverse pieces
and diagonal supports, manufactured from galvanized steel. Each post can bear loads of up to
three tons. No tools, bolts or screws are required to assemble the scaffolding system as each part
is simply slotted into each other part. On average, a single worker is generally able to assemble 15
linear meters of scaffolding per hour.


Offered Services and Equipment
The Industrial Services Division is divided into project and providing access, thermal insulation and
industrial painting solutions.
- Access. The Industrial Services division offers engineering solutions, equipment and labor relating
to the provision of access to construction sites, plants and other structures, for the performance
of maintenance and assembly work. Most of the equipment used for this purpose has been
designed by the Company, and the main products adopted in the provision of these services are
the scaffolding systems TuboMills, Elite and Mills Lock. The latter two have slotting mechanisms
and can therefore be assembled without clamps, which results in reduced assembly time. The
platforms for these systems are being transitioned from wood to metal, either steel or aluminum,
due to the longer useful life, higher load-bearing capacity, and slotting mechanisms of such metal
platforms. In addition, the Company offers customized safety products, such as skirting boards,
that help prevent objects from falling. Finally, the Company uses specially designed ladders and in
some cases mechanical lifts for quick movement between levels.
- Assembly and Disassembly of Access Equipment. In most cases, the Companys clients require to
assemble the access structures for the provision of maintenance services. The Company provides
continuous technical operation and safety training to its employees for the use of such equipment
specific to the needs of the work to be performed at the plants and facilities of its clients. The
Companys employees use individual safety equipment in compliance with the characteristics of
each workplace during the complete operation in which its equipment is in use, as evidenced by
technical reports prepared by its safety engineers.
- Industrial Painting. The industrial painting process includes the following stages: (1) evaluation of
the technical treatment needs of each surface, which is performed in partnership with its clients;
(2) use of its equipment or aerial platforms provided by the Rental division to access the surface

60
to be painted (if the Company is unable to access the surface with the use of its equipment, the
Company engages its specialized climbing painters in the performance of the work); (3)
preparation of the surface to be painted, which is a critical stage in the process and consists of
the removal of the existing layer of paint with the use of high pressure water guns (or other
abrasive means complying with national and international technical norms and procedures); (4)
priming of the surface for the application of the new layer of paint and anti -corrosive treatment;
and (5) application of the new layer of paint. The Company also performs industrial painting
operations inside boilers, furnaces and tanks. Environmental concerns have led the Company to
invest heavily in additional employee training for its employees and the progressive suspension of
the use of abrasive chemicals and other materials for paint removal and their replacement with
high pressure water guns. The Company has also adopted new models of painting chambers that
allow the workspace to be completely isolated from the surrounding environment.
- Insulation. The provision of services relating to the removal and replacement of insulation is key
to the operation of companies that work with fluids, due to the high temperatures to which
volatile fluids are exposed while travelling through pipes, ducts and equipment. The Company
uses a special foam for basic insulation and external coating, the characteristics of which differ
according to the type of structure to be insulated. In most cases, the existing insulation cannot be
repaired, requiring the removal of the existing layer of foam and the application of a new layer of
insulation whenever a pipe or similar insulated equipment requires maintenance work.
- Pressurized environment modules. Mills Habitat, Scottish technology, which is an advanced model
of pressurized environment, composed by non-flammable panels of PVC, flexible and modular,
with safety installation for heated works (ex. welding) in the oil and gas industries, which
presents explosion risks. This equipment allows the execution of maintenance safely, without
stopping production, providing substantial productivity gain for the customer.

Jahu Division

Offered Equipment
The Jahu Division offers specialty engineering solutions and equipment, such as concrete formwork,
access and maintenance scaffolding and shoring equipment. The Companys employees are generally
responsible for the development of engineering solutions, as well as for supervising the use of its
equipment, while its clients are usually in charge of the assembly and disassembly of such equipment.
However, for more complex projects, the Company may provide the labor for the assembly and
disassembly of equipment.
- Shoring Solutions. The main shoring equipment used by the Jahu division is a system of modular
metal towers that may be pieced together through the assembly of tubular frames and kept in
place by diagonal supports, and which can bear loads of up to eight tons per tower. Additional
frames may be integrated with the structure through the use of joints, thereby increasing load-
bearing capacity. In addition, specialized props and adjustable supports provide for precise
alignment of the base with the top of each tower. These props and supports contribute to a
substantial reduction in the time required for tower alignment and structure disassembly. Finally,
metal plates are used to connect the whole structure to concrete slabs, which generally
contributes to a substantial reduction in costs. An alternative shoring system for use with ribbed
slabs is assembled over props which work as support for the guides. This allows the slab to
remain shored without adjustments while the concrete formwork is removed from the ribbed
slabs. As a result, the whole horizontal and vertical shoring structure can be quickly assembled on
each successive slab, significantly reducing the costs and construction time.
- Tubular Scaffolding. The access and service scaffolding offered by the Jahu division enjoys strong
brand recognition and wide use in the civil construction market, and is an integral element in the
day-to-day operations of several Brazilian construction workers and foremen. The Company

61
believes the use of its access and service scaffolding equipment offers a substantial operational
advantage in the execution of a residential or commercial construction project. This equipment is
easily and quickly assembled, as the scaffolding towers are pieced together by slotting tubular
frames together and are kept in place by diagonal supports fixed to the post framework through
efficient locking mechanisms. The frames used in the access and service scaffolding are safe and
versatile, having been developed based on market and technological studies. For example, the
access ladder is incorporated into the tubular frame, which contributes to its structural rigidity and
facilitates access by the worker. The frames also include porches and trusses, which make them
ideal for use in urban centers, as they allow pedestrians to pass by without being blocked by the
tubular structure.
- Suspended Scaffolding. Suspended scaffolds are systems that use steel cables fixed to the facade
of the buildings. The motorized suspended scaffolding offered by the Jahu division is
recommended for the performance of rapid, automated services, as its engine, which is powerful
and easy to run, works at constant speeds of approximately ten meters per minute. The platforms
have non-slip flooring, can be assembled in lengths of two to eight meters, and are used with
steel cables up to 150 meters-long. The Companys light suspended scaffolding with intertwined
cable is ideal for refurbishing, painting and finishing facades, where speed and cost control are
important. The products performance and ease of operation are a result of its mechanical traction
system and modular platform, which can be assembled in lengths of up to eight meters. Finally,
the heavy suspended scaffolding is recommended for the performance of work which requires a
large effective load and must be completed at a low cost. The platform of the heavy suspended
scaffolding can be assembled in lengths of up to eight meters, and is supported by hoists installed
up to two meters apart and fixed to steel beams by wire cables. The system is flexible and
versatile enough to surround an entire building, thus allowing work to be simultaneously carried
out on all facades of the structure.
- Reusable Connecting Panel Concrete Formwork. Following the establishment of the Jahu division
in 2008, the Company pioneered the use of SL 2000 NOE formwork, which was regularly used by
the Heavy Construction division, in dimensions appropriate for the construction of residential and
commercial buildings. The use of this formwork in the residential and commercial market
substantially reduces the time and cost of construction of new residential and commercial units.
- Reusable Steel Concrete Formwork (used in residential construction relating to the Minha Casa,
Minha Vida program). In October 2009, the Company imported the first load of steel concrete
formwork from the Canadian company Aluma, in order to meet the needs of Homex, the largest
Mexican low-income homebuilder, which also builds homes in Brazil. In addition, the Company
entered into two other agreements with Bairro Novo, a company owned by Construtora Norberto
Odebrecht that is focused on the low-income housing market. As a result of these three
agreements, the Company is among the largest providers of steel formwork in Brazil. The
reusable steel concrete formwork system is completely manufactured in steel, which reduces its
weight considerably and allows for quick turnaround time in the mass construction of low-income
housing. Houses with a total constructed area of 45 square meters can be completed in an
average of eight days using this system. The Company believe that most of the units to be built
in the context of the Minha Casa, Minha Vida program will be constructed with the use of steel
formwork. In addition, in December 2009 the Company entered into an agreement with Aluma to
grant us exclusive rights for the manufacture and distribution of their steel concrete formwork in
Brazil.
- Mills Deck Light. The Mills Deck Light is a system of forms of flat slab formworks for the
residential and commercial segment. Formed by struts, aluminum panels and "dropheads" which
allow the removal of the bottom panels from the slabs keeping them shored, the Deck System
provides the economy of a form set to the builder and also provides more speed to the
construction work.

Mast Climbing Platforms deliver more speed in the external coating of buildings during
construction or refurbishing

62

- Mast Climbing Platforms. The Mast Climbing Platforms, is automatic, delivering more speed in the
external coating of building during construction or refurbishing than the traditional scaffolding,
providing greater safety in the operations.

Rental Division

Offered Equipment
The Rental Division offers aerial platforms, which allow workers to perform tasks at different altitudes,
and telescopic handlers, which are used to lift loads to varying heights.
- Boom Platforms. Offered both telescopic and articulated boom platforms, which provide access to
heights ranging from 2 to 48 meters. Offered with several options, as two or four-wheel, all-
terrain kits, models with a narrow or wide base, and either diesel or electric engines.
- Scissor Platforms. Scissor platforms provide an alternative to boom platforms that allow access to
narrow spaces. These platforms have a platform extension sliding system, and are available with
either diesel or silent electric engines. These platforms are available in a number of models which
may be used in various types of terrain and provide access to heights ranging from 6.4 to 18
meters.
- Telescopic Handlers. Telescopic handlers are an extremely versatile type of equipment able to lift
loads weighting up to 4,500 kilos to a height of up to 17 meters.
The Company believes that the equipment offered by the Rental division can increase its clients
productivity and reduce required time for the accomplishments of certain tasks, as well as contribute to
making their facilities safer.

b. Revenue from the segment and its participation in the Company's net revenues

The table below indicates the net revenue from each of the divisions and its share in the total net revenue
on the indicated periods:

Division Fiscal year ended December 31
2008 2009 2010
Net Revenue

% of Total Net
Revenue
Net Revenue

% of Total Net
Revenue
Net Revenue

% of Total Net
Revenue
(in thousands of R$, except in percentage)
Heavy Construction
Division
110,189 37% 146,210 36% 154,270 28%
Industrial Services
Divisions
135,333 46% 141,412 35% 195,396 36%
Jahu Division
(1)
24,691 8% 62,177 15% 105,151 19%
Equipment Rental
Division
25,447 9% 54,394 13% 95,067 17%
Events Division
(2)
3,716 1% - - - -
Total 299,377 100% 404,193 100% 549,884 100%
________________________________
(1) The acquisition of Jahu was concluded in june 2008.
(2) The Events Division was terminated in 2008.

c. Profit or loss resulting from the segment and its participation in the Company's net
income.

The table below indicates the net income from each of the divisions and its share in the total net income
on the indicated periods:

Division Fiscal year ended December 31
2008 2009 2010
Net
Income
% of Total
Net Income Net Income
% of Total Net
Income Net Income
% of Total Net
Income
(in thousands of R$, except in percentage)
Heavy Construction Division 20,678 68% 35,995 53% 39,882 39%

63
Industrial Services Divisions 6,195 20% 3,241 5% 12,569 12%
Jahu Division
(1)
1,633 5% 17,364 25% 26,041 25%
Equipment Rental Division 3,810 12% 11,788 17% 24,791 24%
Events Division
(2)
(1,729) (6%) - - - -
Total 30,588 100% 68,388 100% 103,283 100%
________________________________
(1) The acquisition of Jahu was concluded in june 2008.
(2) The Events Division was terminated in 2008.

7.3 Products and services that correspond to the operating segments disclosed in
item "7.2

a. Characteristics of the production process

The Company outsource the entire process of production of the equipment used in their operations. See
item 7.3(e) below.
b. Characteristics of the distribution process

The Company rents its equipment and provides their services according to the needs from their clients.
See previous item.

c. Characteristics of the markets, in particular:

(i) participation in each market

The Company believes to be Brazils leading provider of specialty engineering solutions and equipment,
such as formwork, shoring and scaffolding, and in the access motorized equipment rental for the for the
Brazilian market, according to the Brazilian magazine O Empreiteiro published in 2010. The Company
also performs in the industrial services segment (access equipment, industrial painting and insulation)
being one of the major players in this market. However, there is no public information about the exact
market share of the Company and its competitors.

(ii) competition conditions in the markets
Each of the Companys divisions faces significant competition in the segments in which it operates.
However, the Company believes that its ability to offer innovative solutions at competitive prices and its
capacity to meet or beat client deadlines are a significant competitive advantages in the segments in
which it operate. By the Companys understandings, the considerable size and importance of the Brazilian
engineering and construction services market creates numerous business opportunities in the segments in
which it operates, which generally provides incentives for new competitors to try enter the market.
Heavy Construction Division Competition
The Company believes that its Heavy Construction Division enjoys an established leading presence in its
segments, having as main competitors Rohr (in which the Company is owner of 25% of its participation),
SH Formas, Estub, Ulma, PASHAL, Doka e Peri.
Industrial Services Division Competition
The Industrial Services division operates in highly competitive market segments. While in the access
segment the Company believes to have solid leadership, in the industrial painting and, in particular, the
insulation market, the Company competes with larger competitors.
The Company believes that the competitive in this sector consists on offering solutions both innovative
and high level of excellence at low cost, building long-term commercial relationships with its clients. The
main competitors in the markets served by the Industrial Services Division are RIP, NM Engenharia,

64
Blasting, Rohr (in which the Company is owner of 25% of its participation), Isobrasil, Calorisol, SH Formas
and Fast Engenharia.
Jahu Division Competition
The demand in the residential and commercial construction markets tends to be more constant and
fragmented than demand from the heavy construction market, the Company faces a higher number of
companies, some of them with strong regional operations.
In this market, the ability to reduce construction costs and to provide solutions for reducing execution
time is crucial to attracting new clients and securing participation in new construction projects.
The Company believes that its Jahu division is a leader in the residential and commercial construction
market. Despite the lack of public data about the competition, the Company believes that it has
maintained a leading position for the past ten years. The main competitors in this sector are Mecan, SH
Formas, Ulma, Locguel, Doka and Peri.
Equipment Rental Division Competition
Due to the participation in a still minor market with great potential for expansion, the Rental Division
faces a moderate level of competition when compared to the other divisions.
The Company believes that its Rental Division is one of the major providers of motorized access
equipments, aerial platforms and telescopic handlers, both for lifting personnel and cargo to considerable
heights in Brazil. Besides the lack of public information about its competitors, the Company believes that
its main competitors are Solaris, Locar, Bilden, Trimak, A Geradora and Brasif Rental.

d. Possible seasonality

The demand for the services rendered by the Industrial Services division increases significantly during
periods when industries suspend normal operations and use such down-time to carry out maintenance
work. However, suspensions of operations are not concentrated at any particular time of the year, but
rather are determined in accordance with the operational practices adopted by each industry.
The operations of the other three divisions are not affected by seasonality.

e. Key inputs and raw materials: (i) description of the relationships with suppliers,
including whether they are subject to governmental control or regulation, identifying the
bodies and the respective legislation; (ii) potential dependence on few suppliers; and (iii)
possible volatility in their prices

To the Heavy Construction, Industrial Services and Jahu divisions are acquired from habitual suppliers,
the raw material necessary for the manufacture of equipments offered by the Company, primarily steel
and aluminum sheets, which prices payed for such materials are directly impacted by fluctuations in
commodity prices. The Company has a large number of options when choosing its raw material suppliers
and the choice is influenced mainly by the charged price. In the fiscal year ended December 31, 2010, the
main raw material suppliers to the Companys divisions were Indstria Santa Clara, Alcoa and CBA.
After purchasing the raw materials, the Company outsources the entire manufacturing process to third
parties, as well as subsequent to the assembly. In this manner, all of the equipment manufactured is
done by third-parties. Due to the very high quality standards that are needed from the equipment, the
Company has very careful restricted selected companies to perform the manufacturing which are,
Caldren, Jesiana, and Fundiferro.

65
In addition, the Industrial Services division occasionally rent equipment from third-parties, in particular
from S Leone and Construservice, and enters into agreements with AGM for the provision of temporary
labor.
The Company acquires the aerial platforms and telescopic handlers offered by the Equipment Rental
division from selected third parties. The determination of which suppliers it uses is based on product
quality and post-sale customer service. The main equipment suppliers used by the Equipment Rental
division are JLG and Terex, in which the Company is dependent due to the lack of suppliers in the market.
Furthermore, it is also bought motorized components from the Cummins, Deutz and Perkins, besides the
axes bought from Dana and ZF do Brasil. Most of the equipment acquired by the Equipment Rental
division is imported.
Regarding the supplies, it is acquired regularly industrial paint used by the Industrial Services division
from Akzo Nobel and Renner, besides gasoline and diesel for the motorized equipments from the Rental
Division.

Generally, the agreements with the suppliers are short-term. The charged prices by the suppliers may
experience volatility as a result from the labor prices, and commodities that are used in the equipment
manufacturing, especially steel and aluminum. The Rental Divisions equipment, are impacted by the
exchange rate fluctuations.

7.4 Clients accounted for more than 10% of total net revenues of the Company

In the fiscal years ended December 31, 2010, 2009 and 2008, the Company had no clients accounting for
more than 10% of the total net revenue.

7.5 Relevant effects of state regulation on the Company's activities

a. The need for government authorization to exercise the activities and long-standing
relationships with the government to obtain such permits

There is no specific regulation on the activities that the Company carries. The Company does not need to
obtain permission or license additional to those required to all commercial companies.

On July 5, 2006, environmental authorities in the state of Rio de Janeiro, the Delegacia de Proteo ao
Meio Ambiente, launched an investigation against the Company for the alleged breach of articles 54 and
60 from the Environmental Crimes Law (Lei de Crimes Ambientais) resulting from the alleged inadequate
disposal of solid and liquid waste. The investigation has not yet been completed, though the Company has
started the necessary works to remedy the irregularities appointed by the authorities and requested the
environmental licenses required for the works carried out at the construction site. For further information
regarding relevant non-confidential judicial, administrative or arbitrary lawsuits, see item 4.3 from this
Reference Form.

b. environmental policy of the Company and costs incurred for compliance with
environmental regulation and, where appropriate, other environmental practices,
including adherence to international standards of environmental protection.

Considering the nature of the Companys activities, it does not adopt environmental policies and
regulations and is not subjected to specific environmental regulations.

c. reliance on patents, trademarks, licenses, concessions, franchises, contracts,
royalties for the development of relevant activities.

66
In case the Company may not use its main brands, Mills and Jahu, or if such brands lose distinctiveness,
the Company may have problems in relationships with their clients to tailor their services and equipments
in the market, which may prevent the development from its activities in a satisfactory condition. The
development from its activities does not dependent on secondary brands, patents, concessions, franchises
and contracts, royalties.

7.6 Countries to which the Company derives revenue

a) revenue from the clients assigned to the host country and their participation share in
the Companys total net revenue;

The fiscal year ended on December 31, 2010, 100% of the Company's revenue came from clients located
in Brazil.

b) revenue from the clients assigned to each foreign country and their participation
share in the Companys total net revenue;

Not applicable, since, the fiscal year ended December 31, 2010, 100% of the Company's revenue came
from clients located in Brazil.

c) total revenue from foreign countries and their participation share in the Company's
total net revenue.

Not applicable, since, the fiscal year ended December 31, 2010, 100% of the Company's revenue came
from clients located in Brazil.

7.7 Regulation of foreign countries in which the Company obtains relevant revenue.

Not applicable.

7.8 Description of long-term relationships relevant to the Company that are not listed
in this form.

There are no relevant long-term relationships from the Company other than those listed in this form.


No further relevant information about this item "7 ".

67

8. MILLS GRUP

68
8.1 Description of the group which the Company is inserted

a. direct and indirect controllers

The capital stock is comprised exclusively of common shares.
The table below presents the Companys ownership structure, as of January 24, 2012, highlighting the
amount of shares held by the Company, its main shareholders and its Directors:

Shareholdings
Shareholders Shares (%)
Nacht Participaes S.A. ...................................... ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, 27,421,713 21.82
Jeroboam Investments LLC ................................................................ 19,233,281 15.30
Capital Group International, Inc
(1)
.........................,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, 7,032,185 5.59
FMR LLC.
(2)
. ................................................... ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, 6,587,000 5.24
Administrators ................................................ ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, 6,286,953 4,99
Others ........................................................... ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, 59,146,175 47.06
Total .............................................................. ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,
125,689,307 100.00

Free Float
(3)
................................................... ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,
72,170,370 57.42
___________________
(1) According to information received officially by the Company and released to the CVM on April 20, 2010.
(2) According to information received officially by the Company and released to the CVM on November 11, 2010.
(3) Considers all the shares issued by the Company, except for shares held by the Direct and indirect Controlling shareholders and
administrators

The tables below show the share ownership of the Companys main shareholders until the, as well as
indicate the holders of direct and indirect interests in the company, where such interests are equal to or
greater than 5% from the total capital stock. The Nacht Participaes and Jeroboam have their
respectively divided capital exclusively in shares with voting rights.

Nacht Participaes S.A. Share Ownership
Shareholders Aes (%)
Andrs Cristian Nacht .......................................... ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, 2,689,232 56.9
Jytte Kjellerup Nacht ........................................... ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, 923,341 19.5
Others ................................................................ ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, 1,115,704 23.6
Total .............................................................. ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,
8,446,035 100.0

Jeroboam Investments LLC Share Ownership
Shareholder (%)
Jenison Securities Corp, ....................................... ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, 100.0
Total .............................................................. ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,
100.0

Jenison Securities Corp. Share Ownership
Shareholders (%)
Nicolas Nacht ...................................................... ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, 40.0
Helen Anne Margaret Ahrens................................ ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, 40.0
Others ................................................................ ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, 20.0
Total .............................................................. ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,
100.0

Nacht Participaes S/A, Andres Cristian Nacht and Jytte Kjellerup Nacht
Nacht Participaes is a family-held corporation organized under the laws of Brazil, whose capital is
integrally controlled by Mr. Andres Cristian Nacht, and his wife, Mrs. Jytte Kjellerup Nacht, and by other
members from the Nacht family. Nacht Participaes registered office is located at Av. das Amricas, No.
500, Bloco 14, suites 108, 207 and 208, in the City of Rio de Janeiro, State of Rio de Janeiro.
Mr. Andres Cristian Nacht is the Companys indirect controlling shareholder and has been part of the
Companys management team since 1969, appointed as President Director from 1978 until 1998 and
currently occupying the Chairman of the Companys board of directors. Mrs. Jytte Kjellerup Nacht is the

69
wife of Mr. Andres Cristian Nacht, the other members of Nacht Participaes S.A. are also members of the
Nacht family.
Jeroboam Investments LLC, Jenison Securities Corp., Nicolas Nacht and Helen Anne Margaret
Ahrens
Jeroboam, is a holding company organized under the laws of the State of Dalaware, United States of
America. Jeroboam is a part of Mills Estruturas e Servios de Engenharia S.A.s controlling group and its
entire capital stock is held by Jenison Securities Corp., a holding company organized under the laws of the
Republic of Panama and whose shares are fully held by: (i) Mr. Nicolas Nacht, the brother of Mr. Andres
Cristian Nacht; (ii) Mrs. Helen Anne Margaret Ahrens, the wife of Mr. Nicolas Nacht; and (iii) other
shareholders, also members of the Nacht family.
Shareholders' agreement between Nacht Participaes S/A and Jeroboam Investments LLC

Aiming to regulate its relationship as shareholders of Mills and continue to be qualified jointly as the
controlling group of Mills, even after Nachts capital reduction, all shareholders of Nacht on February 11,
2011, which included Jeroboam and the members of the Nacht family (Nacht Family), including Cristian
Nacht and Jytte Nacht, executed a shareholders agreement regulating the voting rights and the transfer
of shares of Nacht and Mills.

The main terms of the shareholders agreement are: (a) maintenance of the Nacht Family and Jeroboam
as the group controlling shareholder, (b) joint exercise of voting rights in each and any resolution
pertaining to Mills, (c) Cristian Nacht's appointment as representative of the controlling group on the
Board of Directors and on Mills Shareholder Meetings, and (d) prohibition of sale of Mills shares of more
than 10% interest that each shareholder owns, individually, to third parties.

Capital Group International, Inc.
The Capital Group International, Inc. is a fund manager founded in 1987, based in Los Angeles, California,
United States. The funds managed by Capital Group International, Inc., on April 20
th
of 2010, had
together, shares representing 5.6% of the total capital of the Company.
FMR LLC
FMR LLC is a fund manager, headquartered at 82 Devonshire Street, Boston, Massachusetts, 02109,
United States. The funds managed by FMR LLC had together, on November 11, 2010, shares representing
5.25% of the total capital of the Company.

b. subsidiaries and affiliates.

The Company does not have subsidiaries or affiliates.

c. Mills shareholdings in companies in the group.

Not applicable, since the Company does not have subsidiaries or affiliates.

d. Shareholdings in Mills held by companies in the group

Not applicable

e. companies under common control

See items 8.1(a) above and 8.2 below.

70

8.2 Organization chart where Company operates, compatible with information presented
in item 8.1.

8.3 Description of the restructuring operations, such as additions, mergers, splits,
incorporation of shares, corporate divestitures and acquisitions, corporate governance,
acquisitions and disposals of important assets, which may have taken place in the Group.

Date of Operation 01/24/2012
Corporate Event Other
Corporate Event Other Description Increase of Companys capital
Operation Description Was approved, on the Board of Directors Meeting held
on January 24
th
, 2012, the issuance of 35,583 common
shares, book-entry shares, with no par value of the
Company, within the authorized capital limit, in view of
the exercise of stock option by a part of the beneficiaries
of the Companys Stock Option Plan.

on October 24
th
, 2011, the issuance of 65,642 common
Nacht
Participaes
S.A. 21.8%
Jeroboam
Investments
LLC 15.3%
Capital Group
International,
Inc 5.6%
Administradores
5.0%
Outros
47.1%
MILLS ESTRUTURAS E
SERVIOS DE ENGENHARIA
S.A.
FMR LLC
5.2%

71
of the Companys Stock Option Plan.

on September 23, 2011, the cancellation of 99,140
(ninety-nine thousand, one hundred and forty) common
Company, held in treasury, due to reimbursement
payment to shareholders who exercised their withdrawal
rights arising from the resolution passed by the
Extraordinary Shareholders Meeting held on August 1,
2011.

on September 23, 2011, the issuance of 66,626 common
of the Companys TopMills Special Plan and Mills Special
Plan.

Corporate Event Merger
Operation Description In Extraordinary Shareholders Meeting held on August
1
st
, 2011, GP Sul was merged to the Company, in the
Protocol and Justification terms, without a capital

on July 27
th
,2011, the issuance of 128,287 (one hundred
and twenty eight thousand and two hundred and eighty
seven) common shares, book-entry shares, with no par
value of the Company, within the authorized capital limit,
in view of the exercise of stock option by a part of the
beneficiaries of the Companys Stock Option Plan.

Corporate Event Acquisition.

72
Operation Description May 27th, 2011, the Company entered into a purchase
and sales agreement to acquire 100% of the voting and
total capital stock of GP Sul, one of the largest players in
the suspended scaffold rental market to residential and
commercial construction in the state of Rio Grande do
Sul, for R$ 5.5 million. This strategic acquisition will
enable the Company to become the leader in the
suspended scaffold rental market in the state of Rio
Grande do Sul and to broaden its exposure to the
residential and commercial construction market in the
South region, in line with the geographic expansion plan
of Jahu Residential and Commercial Construction
division.

Corporate Event Nacht Participaes S.A.s capital reduction
Operation Description At Extraordinary General Shareholders Meeting held on
February 17, 2011, after the capitalization of part of the
accumulated profits and the legal reserve, Nacht
Participaes S.As shareholders, approved its capital
reduction. Such capital reduction will be enable by the
delivery of shares issued by Mills currently held by Nacht
to some of its shareholders after the 60-day period
provided by law to creditors opposition.

Corporate Event Acquisition of corporate capital.
Operation Description On January from 2011, the Company entered into a
purchase and sale agreement to acquire 25% of the
voting and total capital of Rohr S/A Estrutura Tubulares
(Rohr), company specializing in access engineering and
the provision of construction solutions, for R$ 90 million.
With this strategic acquisition, the Company, expands its
exposure to the sectors it serves, mainly in infrastructure
and oil & gas industry.

Corporate Event Incorporation.
Operation Description Exclusion of Staldzene by the incorporation of Nacht
Participaes S.A.

73

Corporate Event Other.
Description of Corporate Event Other Increase of Companys shares.
Operations Description Execution of the stock options plan by the respectively
beneficiaries.

Description of Corporate Event Other Reduction of Capital from Staldzene
Operations Description Reduction from Staldzenes capital through the capital
restitution to its shareholders. As a result from the
voting capital reduction, Staldezenes voting capital
reduced by 6.7%, going from 46.0% to 39.3%.

Description of Corporate Event Other Secondary public offering of share distribution.
Operations Description On May 14, 2010, the lead manager of the said public
offering exercised in full the option of supplementary
placement of 7,777,777 shares of common stock owned
by some of the selling shareholders. The shares subject
matter of the said supplementary batch started to be
negotiated in the segment called Novo Mercado of
BM&FBOVESPA on May 19, 2010. There was no stock
issue of the Company by reason of the exercise of the
option of supplementary batch.

Description of Corporate Event Other Primary public offering of share distribution.
Operations Description The Company, in conjunction with some shareholders,
carried out a public offering of primary distribution of
37,037,037 shares of common stock issued by the
Company and secondary of 14,814,815 shares of
common stock held by the selling shareholders. The
shares subject matter of the Offering started to be
traded on the segment called Novo Mercado of
BM&FBOVESPA on April 16, 2010.


74
Description of Corporate Event Other Increase of Capital from the Company and its Controller.
Operations Description By reason of the exercise of the stock option granted
under the Special ex-CEO Plan, the shareholders of the
Company and of Staldzene approved, on March 12,
2010, a stock issue of both companies in the amount of
R$323.8 thousand, through the issue by the Company of
153,690 shares and 24,809,032 shares issued by
Staldzene. The stock issue of the Company was fully
subscribed by Staldzene, whereas the stock issue of
Staldzene was fully subscribed by the beneficiary of the
Special ex-CEO Plan.

Date of Operation
01/30/2009
Operations Description Incorporation from the Mills Indstria e Comrcio Ltda.,
Mills Andaimes Tubulares do Brasil S.A. and Itapo
Participaes S.A corporates.

Description of Corporate Event Other Conversion from sociedade limitada (limited liability) to
into sociedade annima (brazilian corporation).
Operations Description Conversion from sociedade limitada (limited liability) to
into sociedade annima (brazilian corporation).

Date of Operation 08;31/2008
Operations Description In June 2008, the Company acquired Kina Participaes
Ltda., or Kina, and its wholly-owned subsidiary Jahu
Indstria e Comrcio Ltda., or Jahu Indstria, for R$60.1
million. Jahu Indstria was a provider of engineering
solutions and shoring, scaffolding and access equipment
for use in residential and commercial construction
projects. The results of operations of Kina and Jahu
Indstria have been included in the Companys
combined financial statements from July 1, 2008. Kina
and Jahu Indstria were merged into the Company on
August 30, 2008, and established as its Jahu division. As
a result of the acquisition of Kina and Jahu Indstria, it
was registered a premium of R$42.3 million, reflecting
the difference between the acquisition price and the
book value of such companies. The Company believes

75
such premium was justified based of the Companys
expectations of future revenue to be generated by the
acquired companies. The premium paid in connection
with the acquisition was amortized until December 31,
2008.

8.4 Other information which the Company judges to be relevant.

There is no other relevant information pertaining to this item 8.

76

9. RELEVANT ASSETS

77
9.1 Description of noncurrent relevant assets for the development of the Companys
activities

a. Fixed assets, including those subject to rent or lease, indicating its location.

Most part from the Companys revenues are generated by the rental and use of equipment, as well the
provision of services related to such equipment, including insulation, industrial painting and equipment
assembly and disassembly services.
The Company also owns several fixed assets for its own use, consistent in mainly warehouses to storage
the equipment described above, offices, furniture, fixtures, and other general equipment used at the
Companys facilities.
The Companys main fixed assets are listed in the table below:

Assets Year Ended December 31,

2008
(1)
2009 2010

Cost
Accumulated
Depreciation Net Cost
Accumulated
Depreciation Net Cost
Accumulated
Depreciation Net
(em R$ mil)
Buildings and Land 8,314 (576) 7,738 8,433 (674) 7,759 8,433 (774) 7,659
Facilities 509 (459) 50 584 (469) 115 1,089 (501) 588
Equipment 320,764 (94,990) 225,774 375,414 (123,428) 251,986 632,208 (162,978) 469,230
IT Equipment 6,745 (4,534) 2,211 4,878 (3,406) 1,472 6,840 (4,034) 2,806
Others 50,460 (7,721) 42,739 9,587 (4,118) 5,469 17,949 (4,753) 13,196
Subtotal 386,792 (108,280) 278,512 398,896 (132,095) 266,801 666,519 173,040 493,479

Construction in
Progress

7,592

-

7,592

9,187

-

9,187

57,695

-

57,695

Total 394,384 (108,280) 286,104 408,083 (132,095) 275,988 724,214 (173,040) 551,174
(1) Includes fixed assets owned by Jahu Indstria prior to the acquisition.
The Companys Facilities
The Companys primarily facility needs, above all, are warehouses to safely and efficiently store the
equipment used in the Companys operations. The Company believes that the location of the warehouses,
which are spread across a significant cross-section of Brazil, is an important competitive advantage, as it
is able to rapidly deploy its equipment to its clients at various locations. All of the facilities are free from
liens and encumbrances.
The table below shows the Companys main facilities:

Facility
Plot Size
(square
meters)
Constructed Area
(square meters)
Status
End of Term
of Lease
City State Localization
Headquarters /
Warehouse
49,546 m2 9,237 m2 Owned - Rio de Janeiro RJ
Estrada do Guerengu n 1381,
Taquara
Office/Warehouse 49,620 m2 18,841 m2 Rented 1/31/2018 Osasco SP
Rua Humberto de Campos, 271,
Vila Yolanda
Office/Warehouse 10,000 m2 480 m2 Rented 10/1/2011
So Francisco
do Conde
BA
Rodovia BA 523 km 7, Chcara
Nossa Senhora de Ftima
Office/Warehouse 7,500 m2 2,260 m2 Rented 5/31/2012 Braslia DF Setor S.A.A., Quadra 02, 550
Office/Warehouse 1,500 m2 910 m2 Rented 12/10/2012 Braslia DF Setor S.A.A., Quadra 02, 450

78
Office/Warehouse 6,975 m2 1,557 m2 Rented 4/12/2015 Camaari BA Av. Concntrica, 137 Centro
Office/Warehouse 4,377 m2 Owned - Camaari BA Av. Concntrica, s/n Centro
Office/Warehouse 4,500 m2 1,286 m2 Rented 12/31/2012 Simes Filho BA
DICA - Distrito Industrial do
Calado, Quadra 5, Lote 1, CIA
Office/Warehouse 5,257 m2 2,570 m2 Rented 2/29/2012 Belo Horizonte MG
Rodovia Anel Rodovirio - BR 262,
n. 24.277, km 24, Bairro Dom
Silvrio
Office/Warehouse 2,742 m2 1,583 m2 Rented 7/31/2011 Curitiba PR Rua Willian Booth, 630, Boqueiro
Headquaters/Office 293 m2 Owned - Rio de Janeiro RJ
Av. das Amricas, 500, bloco 14,
salas 207 e 208, Barra da Tijuca
Headquaters/Office 216 m2 Rented 1/24/2015 Rio de Janeiro RJ
Av. das Amricas, 500, bloco 14,
loja 108, Barra da Tijuca
Office 48 m2 Rented -
Marechal
Deodoro
AL
Rua Divaldo Suruagy, s/n KM 12
Via 2 Bairro Distrito Federal
Warehouse 760 m2 Rented 7/1/2015 Serra ES
Rua Holdercin, s/n Setor II Quadra
05 Lote 11 Bairro Civit II
Office/Warehouse 2,036 m2 Rented - Rio de Janeiro RJ
Rua Lima Barros, 11 e 13 Vasco
da Gama
Office/Warehouse 801 m2 Rented - Rio de Janeiro RJ
Rua Francisco Palheta, 8 e 38
Vasco da Gama
Office/Warehouse 8,064 m2 1,882 m2 Rented 12/1/2014 Porto Alegre RS
Av. Manoel Elias,1480 Bairro Passo
das Pedras
Office/Warehouse 4,612 m2 Rented 10/29/2013 Belo Horizonte MG
Rodovia Anel Rodovirio Celso
Mello Azevedo,24139 So Gabriel
Office/Warehouse 818 m2 120 m2 Rented 7/31/2011 Sumar SP
Rua William Garcia, 61 Jardim
Aclimao
Office/Warehouse 2,869 m2 64 m2 Rented 1/11/2013 Uberlndia MG Rua Nicargua, 1656 Tibery
Office 80 m2 Rented 7/11/2011 Rio Grande RS
Rua Benjamin Constant 195 Sala
301 Centro
Office/Warehouse 4,764 m2 Rented 2/28/2015 Ribeiro Preto SP
Estrada das Palmeiras, acesso Rua
Antonia Mugnato Marincek, 1150
Palmeiras
Office/Warehouse Rented 8/31/2015
So Jos dos
Campos
SP
Rodovia Presidente Dutra, s/n KM
154,7 Edifcio 36 Rio Comprido
Office/Warehouse 11,689 m2 1,849 m2 Rented 10/27/2015 Goinia GO
Rodovia BR 153, s/n Quadra CH
Lote 11 e 12 Chcaras Retiro
Office/Warehouse 13,552 m2 4,360 m2 Rented 1/1/2016 Fortaleza CE
Rodovia BR 116, 5360 A KM 14
Bairro Pedras
Office/Warehouse 3,718 m2 297 m2 Rented 11/1/2014 Campinas SP
Rua Padre Jos de Quadros,204
Parque Industrial
Office/Warehouse Rented 11/1/2013 Parauapebas PA
Rodovia PA 275, s/n KM 67 Zona
Rural
Office/Warehouse 4,200 m2 1,200 m2 Rented 1/1/2016 Manaus AM
Travessa Anduzeiro, 19
Loteamento Rio Piorini Bairro
Colnia Terra Nova
Office/Warehouse 5,000 m2 2,188 m2 Rented 1/1/2016 Pernambuco CE Rua Interna 07, n 645 Pontezinha

79
All facilities used by the Company, whether they are owned or leased from third parties, are free of liens
and charges.

b Patents, trademarks, licenses, concessions, franchises and contracts for technology
transfer:

DURATION
BRAND
REGISTRATION N
Coverage Territory Events that may cause the loss of the rights Consequences of losing the rights
UNDETERMINED 6268625 NATIONAL
DURATION
PATENT
REGISTRATION N
20 YEARS PI 0705035-6 NATIONAL
15 YEARS MU 7800863-8 NATIONAL
The requested brand registrations still not granted by the
INPI may be refused. The granted registrations may be
challenged through, invalidity lawsuites, in the event of a
unvalid granted registration, either by revocational
applications, partial or total, in case the brand is not being
utilized, to mark all of the products or services included in
the service registry certificate. In the judicial sphere,
despide the Company already be a holder of several
brands, we can not ensure that third parties will not claim
that the Company violated the intellectual property rights
and eventually obtain success in court. The Company is
not aware of any procedure violation by the Company
other than those described in this Reference Form. The
brand registration maintenance are done by perioricaly
fee payments to the INPI.
The impact cannot be qualified. The loss of rights over
the brands imply the impossibility to prevent third
parties from using the identical brands or similar to
mark, specially, services or competing products, once
the holder loses its right to use exclusively. There is
also the possibility that the holder suffers criminal and
civil lawsuits, for misuse in case of infringement of
third parties, possibly resulting in the inability to use
the brand to conduct their activities. Consequently, the
Company would have to incur the costs related to the
creation and promotion of any new brand,
extraordinary marketing initiatives and use of human
resources and managements time to deal with this
situation.
situation.

80
DURATION
BRAND
REGISTRATION N
DURATION
PATENT
REGISTRATION N
20 YEARS PI 0705035-6 NATIONAL
situation.
situation.

c. Companies in which the Company has a share participation
In January 19th from 2011, the Company entered a purchase agreedment to acquire 25% of the total
voting capital from Rohr in the amount of R$ 90 million.

9.2 Other information the Company deems relevant

There is no other relevant information for item 9.

81

10. MANAGEMENT COMMENTS

82
10.1 The management should comment on.

a. Financial Status and general assets

The Directors of the Company intend the Company is one of the largest providers of specialized
engineering services, the leading supplier of concrete formwork and tubular structures and motorized
access equipment for the Brazilian market. The Company is also one of the leading providers of industrial
services (access, industrial painting and thermal insulation) of Brazil, according to the magazine "O
Empreiteiro". The company offers its clients specialized engineering services, providing creative and
differentiated solutions to major projects of infrastructure, residential and industrial construction. The
Companys customized engineering solutions include planning, design, technical supervision and providing
temporary structures for civil construction, such as formwork, shoring and scaffolding. In the industrial
services market, the Company offers access services, industrial painting, surface treatment and thermal
insulation for both stages of construction and maintenance of major industrial plants.

The Company believes that the sectors in which it operates will have a strong growth in coming years due
(i) the favorable macroeconomic fundamentals and the increasing availability of credit in Brazil; (ii) the
significant investment in infrastructure projects, financed with funds from the Programa de Acelerao do
Crescimento-PAC from the Federal Government; (iii) the program to construction of housing for low-
income families from the Federal Government (Minha Casa, Minha Vida); (iv) the investments required
for the World Cup in 2014 and the 2016 Olympic Games; and (v) the necessity for significant investment
in various sectors of industry in Brazil, including oil and gas and petrochemical sectors.

The Company's revenues come mainly from rental of equipment and technical assistance services which
accounted together 90% of Companys total net revenues which correspond to R$549.9 million in the
fiscal year ended December 31, 2010. The Company recognizes revenue for services based on the stage
of implementation of services performed to date-base balance, according to the overall percentage of
services executed.

The Directors of the Company believe that the current availabilities and its operational cash, together with
its borrowing capacity, with proper leverage of EBITDA in relation to the Company's net debt are sufficient
to comply with the investment plan and the need for working capital during the same period.

The Directors of the Company believe that the Company has financial conditions and sufficient assets in
order to implement its business plan and to comply with its short and medium term obligations.

Impact of Brazilian General Macroeconomic Conditions on itsFinancial Condition and Results
of Operations.
The Heavy Construction Division of the Company offers customized solutions to companies involved in
major construction and infrastructure projects, while the Jahu Division of the Company is dedicated to
providing services to residential and commercial building companies. Customers of the Industrial Services
Division of the Company are engaged in the heavy industry, including the oil and gas, chemicals and
petrochemicals, construction and industrial assembly, pulp and paper, shipbuilding, mining, among others,
while Equipment Rental Divisions products are focused on the rental and sale of powered devices to
access, these products are required by companies operating in various industries.
All these sectors are
directly affected by changes in macroeconomic conditions in Brazil, especially the growth of gross
domestic product - GDP, interest rates, inflation, credit availability, unemployment, exchange rates and
commodity prices, the latter two because they affect the cost of equipment the Company uses in its
activities. Consequently, these factors affect, indirectly, its operations and results.

In addition, itsoperations and results of operations are directly affected by changes in (i) inflation rates,
which are used as a reference for the adjustment of the prices paid under long-term contracts entered
into by its company, (ii) interest rates, which affect its financial obligations, (iii) fluctuating prices of
materials consumed in construction or fluctuating prices of maintenance of the equipment of the
Company.

83
b. Capital structure and hypotheses of redemption.

There is no chance of redemption of shares issued by the Company beyond the legally established.

c. Financial commitments.

The Companys EBITDA for the year ended December 31
st
, 2010, was R$194.5 million and its financial
expenses, net of financial revenue in the same period were R$5.6 million. Thus, EBITDA of 2010
presented a coverage ratio of 34.7 times net financial expenses of the period, meaning only its financial
expenses which amounted to R$24,3 million in the year ended in December 31
st
, 2010 the coverage ratio
would be 8.0 times.
The Companys total indebtedness from loans and financing provided by financial institutions for the year
ended December 31
st
, 2010, amounted to R$ 194.5 million, or, 0.68 times its EBITDA in 2010. The flow of
payment of debt will take place in a period of ten years, of which R$46.7 million in less than one year,
R$65.9 million from 1 to 3 years, R$14.5 million in a period from 3 to 5 years and 5.5 million in more than
five years. The Companys long-term debt profile has a policy for contracting loans and financing aimed at
ensuring that all financial commitments are honored, if necessary, through its cash generation.
In addition, in December 31
st
, 2010 the Company had installment payments on its balance sheet in the
amount of $ 15.1 million; they are subjected to monthly update the basic interest rate announced by the
Monetary Policy Committee (COPOM) (Selic rate). The greatest amount of the payments of R$10.8
million, refers to the Tax Recovery Program (REFIS) with a maturity of 180 months. The lengthening of
the partial payment within this period contributes to the Company to be able to timely make payments
due.
With regard to contractual limitations for assumption of new debt, there are clauses in the Company's
bank credit contracts that require adherence to certain financial indicators, among which: the ratio
between EBITDA and net debt, the ratio of net short-term debt and total net debt, and the ratio between
EBITDA and net financial expenses. On the date of this Reference Form, the Company was within the
limits of contractual financial indicators.
d. Source of financing for working capital and investments in non-current assets.

Its investments in non-current assets and working capital are financed by its own cash generation and
debt, particularly in working capital. For strategic operations, when necessary, the Company turns to its
shareholders capital. In the year ended December 31
st
, 2010, the Company raised $ 411 million through
initial public offering of shares issued.

e. Potential sources of financing used for working capital and for investments in non-
current assets.

The Companys main sources of liquidity are:
- Cash flow from its operations;
- Financing agreements; and
- Increases in its capital stock.
The Companys main liquidity requirements are:
- Investments for the acquisition of new equipment and maintenance and repair of its existing
inventory;
- Working capital needs;
- Investments in its facilities and its informational technology center, which are necessary to
support its operations;

84
- Investments in the improvement of processes and controls;
- Investments in training and occupational safety; and
- Distribution of dividends and payment of interest on stockholders equity.

The Company believes that its existing resources and the cash flow to be generated by its operations,
together with its borrowing capacity, with proper leverage, will be sufficient to cover its investment plan
and the need for working capital during the same period.

f. Debt: level and composition:

(i) relevant loan and financing contracts
The table below shows the outstanding balances of its loans and financings, organized by interest rate as
of December 31
st
, 2008, 2009 and 2010:

As of December 31,
Yearly Interest Rate 2008 2009 2010
(in million of R$)
Loans and financings provided by financial institutions CDI + 1.0% to 4.5% 5.0 128.8 101.5
Loans and financings provided by financial institutions TJLP + 3.3% to 7.5% 18.6 6.8 4.3
Leasing agreements entered into with financial institutions CDI + 1.0% to 5.4% 9.4 53.8 78.1
Total ............................................................................... 33.0 189.5 183.9

As of December 31
st
, 2010 its total indebtedness from loans and financing provided by financial
institutions amounted to R$132.6 million, divided as follows: (i) R$46.7 million in short-term debt (35% of
the total), of which R$27.7 million relates to leasing operations for the acquisition of the equipment
owned by its Rental division, and (ii) R$85.9 million in long-term debt (65% of the total), of which R$45.3
million relates to leasing operations for the acquisition of the equipment owned by its Rental division. The
debts above are denominated in reais.
Short Term Debt
As of December 31
st
, 2009, its short-term debt amounted to R$56.8 million, compared to R$47.4 million
as of December 31, 2008, an increase of R$9.4 million or 19.8%. This increase was not due to a change
in its debt profile, as its total debt decreased in relation to the outstanding balance recorded as of
December 31
st
, 2008, but rather, was due to the reclassification of long-term debt as short-term debt due
based on the maturity profile of its indebtedness, in addition to the short-term portion of the loan
agreements the Company entered into during 2009.
As of December 31
st
, 2010, its short-term debt amounted to R$46.7 million, compared to R$56.8 million
as of December 31, 2009, a reduction of R$10.1 million or 18%. This reduction was not due to the
utilization of the initial public offering funds to advance higher cost debts.
Long Term Debt
As of December 31
st
, 2009, its long-term debt amounted to R$127.1 million, compared to R$142.1 million
as of December 31
st
, 2008, a decrease of R$14.9 million or 10.5%. This reduction was a result of its
efforts to reduce its indebtedness through the application of part of its cash flows to pay principal and
interest on existing debts. The aggregate amount of new loan agreements the Company entered into
during 2009 was lower than its payments of principal and interest on existing debt, which amounted to
R$30.2 million.
As of December 31
st
, 2010, its long-term debt amounted to R$85.9 million, compared to R$127.1 million
as of December 31, 2009, a decrease of R$41.2 million or 32%. This decrease was due to the utilization
of the initial public offering funds to advance higher cost debts.

85
Relevant Financial Contracts
As of December 31
st
, 2010 Company's debt with financial institutions totaled R$41.9 million, of which the
main debts are described below.
Ita Unibanco S.A.
CCB n 100108060006400. On June 20
th
, 2008, the Company issued a CCB in favor Ita Unibanco, in the
amount of R$37.7 million, to help finance the acquisition of Kina and its wholly-owned subsidiary Jahu
Indstria. The note includes customary events of default, and provides for the acceleration of the debt in
the event of changes to its capital stock or the capital stock of its guarantor. In addition, the Company is
required to meet certain financial ratios. Payments are due semi-annually with final maturity on June 26,
2014. As of December 31, 2010, the outstanding amount due under this CCB was R$24.1 million.
Loan Agreement n. 1467616944. On January 28
th
, 2008, the Company entered into a loan agreement
with Ita Unibanco, in the amount of R$6.5 million, with final maturity on January 2
nd
, 2013. The
agreement includes customary events of default, such as acceleration of the debt, at the discretion of Ita
Unibanco, in the event of its merger, spin-off, incorporation or corporate reorganization. As of December
31
st
, 2010, the outstanding balance of the loan was R$3.4 million.
Banco Bradesco S.A.
CCB. On April 18
th
, 2008, the Company issued a CCB in favor of Banco Bradesco S.A., in the amount of
R$5.0 million, with final maturity on April 13
th
, 2012. Payments on the note must be made in 48 monthly
installments. The obligations assumed under the banking credit note above are secured by a pledge of
receivables owed to us by Dow Chemical. The contract includes customary events of default, and provides
for the acceleration of the debt upon a change of control, as well as in case of incorporation, spin-off, and
merger or corporate reorganization of the Company. As of December 31
st
, 2010, the outstanding amount
under this CCB was R$1.7 million.
Banco do Brasil S.A.
The Company entered into two agreements with Banco do Brasil for the provision of overdrafts to cover
working capital needs. The table below shows the main terms of these contracts:
CCB Number Issue Date Maturity Date Original Value
(1)

Outstanding as of
December 31, 2009
(1)

345.500.737 27.05.2008 2013.04.20 8.000 4,1
345.500.724 27.02.2008 2013.01.25 5.000 2,3
_________________________
(1)
In Thousands of R$
Banco Fibra S.A.
CCB. On April 11
th
, 2008, the Company issued a CCB in favor of Banco Fibra S.A., in the amount of R$6.0
million, to be repaid in 48 monthly installments by April 10, 2013. The CCB includes customary events of
default, and provides for the acceleration of the debt in case of a change of control, as well as in case of
incorporation, spin-off, merger of its company, or on the occurrence of any event which may decrease its
capacity to meet its obligations under the CCB. As of December 31, 2009, the outstanding amount under
this CCB was R$5.0 million.
Leasing Agreements
Contract
binding Bank Promissory Note Contract binding
Contract binding
Issue Date
569686 Itauleasing R$6.25 million 31.10.2008 19/12/2013
19340105656 HSBC R$5.85 million 25.05.2009 01/07/2014
176086 Bradesco Leasing R$5.62 million 12.03.2009 04/04/2014
175796 Bradesco Leasing R$5.67 million 08.09.2008 11/09/2013
100021789 Alfa Arrendamento Mercantil R$4.88 million 20.03.2008 20/03/2012

86

As of the date of this Reference Form, the Company are party to several leasing agreements with several
financial entities, representing obligations of R$72.9 million in the aggregate as of December 31
st
, 2010.
The Company entered into such agreements as lessee, with the purpose of leasing (or in certain cases
purchasing) the equipment and other assets necessary for running its operations. Upon maturity of each
leasing agreement, we have the option to return the equipment or assets to the respective lessor, or
exercise an option to buy such equipment or asset. The amounts owed under these leasing agreements
are repaid in monthly installments, subject to a minimum guaranteed payment corresponding to the l ower
amount for which the equipment or assets could be sold to a third-party.
The table below shows the outstanding balance of its leasing agreements as of December 31
st
, 2010,
broken down by lessor. These agreements bear interest in the range of CDI + 1.0% to 5.4% per year:
Lessor
Outstanding Amount
ABN Amro Real S.A. 1,385
Alfa S.A. ................................................................ 11,665
Bradesco S.A. ........................................................ 12,130
Banco de Lage ....................................................... 397
Dibens ................................................................... 2,011
Banco do Brasil ...................................................... 4,387
Banco Ita S.A. ...................................................... 8,013
Rodobens S.A. ...................................................... 175
Safra S.A. ............................................................. 6,927
HSBC Bank Brasil S.A. ............................................. 7,304
Santander S.A. ....................................................... 18,548
Total .................................................................. 72,944

(ii) other long-term relationships with financial institutions
The Company contracted with financial institutions, instruments for monetary exchange protection. These
derivative instruments contracted by the Company have the intention to protect the import operations of
equipment, in the interval between the placing of orders and nationalization against the risk of fluctuation
in the exchange rate, and are not used for speculative means.
On December 31
st
, 2010, the Company possessed purchase orders with foreign suppliers of equipment
valued at approximately US$72.8 million (in 2009, these orders amounted to US$34 million; and in 2008,
it amounted to US$2 million), all schedule for payment until February, 2012.
(iii) degree of subordination between the debts
Usually the Companys loans and financings are guaranteed by:
(a) real estate;
(b) Pledge of trade bills;
(c) receivables;
(d) pledge;
(e) statutory lien; and
(f) promissory notes.
The promissory notes are enforceable guarantees and serve as additional guarantees regarding loans and
financings.
Most of the guarantees offered by the Company refers to loans contracted in previous years, when the
financial situation required that the Company offered substantial guarantees to facilitate its access to

87
credit. The Company believe that the clauses in force relating to the provision of guarantees does not
significantly restrict the ability to contract new debt to meet its capital needs.
(iv) any restrictions imposed on the issuer, in particular, for limits of indebtedness and contracting of new
debts, the distribution of dividends, disposal of assets, the issuance of new securities or disposal of
corporate control.
Some of its long-term financial instruments contain obligations relating to the maintenance of certain
levels for certain financial indicators. The main conditions imposed on financial instruments entered into
by the Company are: (i) the ratio between EBITDA and net debt (total bank debt minus cash equivalents),
(ii) the ratio of net short-term debt (short-term debt minus cash equivalents) and total net debt, and (iii)
the ratio between EBITDA and net financial expenses. The Company is in compliance with the required
levels for the indicators. Thus, the Company is required to maintain a relatively low indebtedness and a
satisfactory capacity to pay its financial obligations, and the hiring of new borrowings should meet these
prerequisites.
The Company believe that the current provisions do not significantly restrict the ability to recruit new debt
to meet its capital needs.

g. limits of use of financing already concluded

On December 31st, 2010, the Company had approximately R$170 million limit on leasing transactions
with major financial institutions operating in Brazil, and the amount of R$79.2 million has already been
released to the Company and it is registered in its debt position.
h. significant changes in each item of the financial statements

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

Year ended December 31,

2008
VA
(1)

(%) 2009
VA
(1)

(%)
HA
(2)

(%) 2010
VA
(1)

(%)
HA
(2)

(%)
(in millions of R$)
Revenue of Products Sold e Services
Provided
299.4 100% 404.2 100% 35% 549.9 100% 36%
Heavy Construction Division 110.2 37% 146.2 36% 33% 154.3 28% 6%
Jahu Division 24.7 8% 62.2 15% 152% 105.1 19% 69%
Industrial Services Division 135.3 45% 141.4 35% 5% 195.4 36% 38%
Eventos Division (Discontinued)
25.4
3.7
8%
1%
54.4
-
13%
-
114%
-
95.1
-
17%
-
75%
-

Cost of Products Sold e Services Provided (143.8) 48% (169.6) 42% 18% (254.8) 46% 50%

Gross Profit 155.5 52% 234.6 58% 51% 295.1 54% 26%

Operating Revenues (Expenses)
General and Administrative (84.7) 28% (108.8) 27% 28% (147.6) 27% 36%

Operating Profit 70.8 24% 125.8 31% 78% 147.5 27% 17%

Financial Expenses (20.5) 7% (25.3) 6% 23% (24.3) 4% (4%)
Financial Income 2.3 1% 0.9 0% (59%) 18.7 3% 1884%

EBTIDA 48.3 16% 101.4 25% 110% 141.8 26% 40%
Income Tax and Social Contribution (17.7) 6% (33.0) 8% 86% (38.5) 7% 17%

Net Income for the Year 30.6 10% 68.4 17% 124% 103.3 19% 51%
(1)
Vertical analysis, which is a percentage of total net sales and services.
(2)
Horizontal analysis, which is the percentage of variation in the income statement accounts between fiscal years indicated.

88
st
, 2010 compared with year ended December 31
st
, 2009
Revenue of Products Sold e Services Provided
In accordance with accounting policies adopted in Brazil in force, the revenue reported in the income
statement should include only the gross inflows of economic benefits received and receivable by the
Company, when originating from their own activities. Amounts collected on behalf of third parties - such
as sales taxes, taxes on goods and services and from taxes on added value - do not generate benefits for
the Company and do not result in an increase in equity and therefore are excluded from revenue.
Thus, the comments below relating to variations between the results for the years ended December 31st,
2009 and 2010 refer only to net revenue, not to the gross revenue, while the later comments concerning
the variations between the results for the years ended on December 31st, 2008 and 2009 refer to gross
revenue, in according to the disclosure form adopted at the time of presentation of the results of such
exercises.
The following table shows its net sales by division for the years ended December 31st, 2009 and 2010:


2009 VA (%)
(1)
2010 VA (%)
(1)
HA (%)
(2)

(in millions of R$)
Heavy Construction Division .......................
146.2 36% 154.3 28% 6%
Jahu Division ............................................
62.2 15% 105.1 19% 69%
Industrial Services Division ........................
141.4 35% 195.4 36% 38%
Equipment Rental Division .........................
54.4 14% 95.1 17% 75%
Total.........................................................
404.2 100% 549.9 100% 36%

(1)
Vertical analysis, which is a percentage of total net sales and services.

(2)

In the year ended December 31
st
, 2010 its net revenue from sales and services totaled R$549.9 million
compared with R$404.2 million in the same period in 2009, an increase of R$145.7 million, or 36%. This
increase comes from the increase in revenues from all divisions.
Net revenue from sales and services rendered by the Heavy Construction division, after deductions for
discounts and cancellations, increased 6%, or R$8.1 million, from R$146.2 million in 2009 to R$154.3
million in 2010. This increase was mainly due to more revenue for technical support services and sales,
which increased from R$20.9 million to R$32.4 million in 2010, partially offset by a reduction of R$3.5
million, or 3%, in revenue from equipment rental. The increase of volume of equipment rented
contributed to the decrease of revenue from equipment rental amounting to R$5.0 million, while the
combination of rental price and mix of rented equipment led to a reduction in rent revenue in the amount
of R$8.5 million, reflecting the weakening demand in the heavy construction segment from September
2010.
Jahu Division
Net income for the Jahu Division went from R$62.2 million in the fiscal year ended December 31, 2009 to
R$105.1 million in the fiscal year ended 2010, an increase of R$42.9 million, or 69% due mainly to the
increase in equipment rental revenue which contributed 55% of the total increase and the increase in
sales revenue which contributed 34% of the total increase. The remaining percentage of 11% of the
increase was due to higher revenues from technical assistance services and indemnities in the ordinary
course of operations received from customers due to equipment lost or damaged.
Between the fiscal years ended December 31, 2009 and 2010, revenue from leasing has increased from
R$23.5 million, or 40%, and the increase in volume helped to expand the equipment rent revenue in

89
R$28.8 million, while the combination of rental price and mix of equipment led to a reduction in
equipment rental revenue in the amount of $ 5.3 million.
Net revenues for the Industrial Services Division increased from R$41.4 million in the fiscal year ended
December 31, 2009 to R$195.4 million in the fiscal year ended December 31, 2010, an increase of R$54.0
million, or 38%, as explained below.
In the year ended December 31, 2010, the services performed in the construction of new plants
contributed with R$56.9 million, or 29% of total net revenues, while maintenance services accounted for
R$138.5 million, or 71% of total revenue. Of the total increase occurred between the fiscal years ended
December 31, 2009 and 2010, the services performed in the construction of new plants were responsible
for 13%, while maintenance services accounted for 87%.
Net revenue from sales and services of the Rental Division went from R$54.4 million in the fiscal year
ended December 31, 2009 to R$95.1 million in the fiscal year ended December 31, 2010, an increase of
R$40 7 million, or 75%, mainly due to organic growth in this division with the increase of the fleet of
equipment. The growing market for this type of equipment, still in its infancy, has enabled the rapid
uptake of this fleet.
In the year ended December 31, 2010, 89% of net revenue of Equipment Rental Division was due to
equipment rental, while the remaining 11% was related to sales and technical assistance services.
Between the fiscal years ended December 31, 2009 and 2010, equipment rental revenue has increased
from R$83.8 million, or 66%, and the increase in volume helped to expand the leased rent revenue in the
amount of R$42.5 million, while the combination of rental price and mix of equipment led to a reduction in
equipment rental revenue in the amount of R$8.7 million.
Taxes on Sales and Services

In accordance with accounting policies adopted in Brazil in force, the revenue reported in the income
statement should include only the gross inflows of economic benefits received and receivable by the
Company, when originating from their own activities. Amounts collected on behalf of third parties - such
as sales taxes, taxes on goods and services and from taxes on added value - do not generate benefits for
the Company and do not result in an increase in equity and therefore are excluded from revenue. Thus,
the Company has not reported for the year ended December 31, 2010, figures comparable to this item
posted for the year ended December 31, 2009.

Cost of Products Sold and Services Rendered and General, Administrative and Operating Expenses
From 2010, the Company began to detail its costs of goods sold and general and administrative expenses
by division and by nature. The information by division has been presented only on a consolidated basis,
excluding the effects of depreciation.
The table below shows its cost of goods sold and services rendered by nature in fiscal years ended
December 31, 2009 and 2010.

Year ended December 31, 2009 Year ended December 31, 2010

Variation 2009-2010
1)

Direct cost
of
constructio
n and
renting
General
and
Administrati
ve
Expenses Total
Direct cost
of
constructio
n and
renting
General and
Administrati
ve Expenses Total
Direct cost
of
constructio
n and
renting
General and
Administrati
ve Expenses Total

(in millions of R$)
Labor ................................................................
(83.1) (54.5) (137.6) (122.3) (80.0) (202.2) (39.1) (25.4) (64.6)
Third-party Services ...........................................
(5.0) (8.8) (13.9) (5.1) (15.0) (20.1) (0.1) (6.1) (6.2)

90
Freight ..............................................................
(6.4) (0.9) (7.2) (12.4) (0.4) (12.7) (6.0) 0.5 (5.5)
Construction Material / Maintenance & Repair .......
(13.9) (6.8) (20.8) (24.3) (6.2) (30.5) (10.4) (0.7) (9.7)
Rent equipment .................................................
(13.7) - (13.7) (4.9) - (4.9) 8.8 - 8.8
Rent others .......................................................
(3.7) (3.5) (7.2) (6.4) (5.4) (11.8) (2.7) (1.9) (4.6)
Travel ...............................................................
(4.4) (4.4) (8.8) (6.2) (8.5) (14.7) (1.8) (4.1) (5.9)
Depreciation ......................................................
(30.3) (1.2) (31.5) (44.9) (1.7) (46.6) (14.6) (0.5) (15.1)
Amortization of intangible assets .........................
- (0.3) (0.3) - (0.4) (0.4) - (0.1) (0.1)
Asset impairment ...............................................
(0.3) - (0.3) (4.0) - (4.0) (3.7) - (3.7)
Sales.................................................................
(7.5) - (7.5) (23.2) - (23.2) (15.8) - (15.8)
Debtors Provision ...............................................
- (3.5) (3.5) - (1.5) (1.5) - 2.0 2.0
Action Plan ........................................................
- (4.1) (4.1) - (0.6) (0.6) - 3.5 3.5
Update provisions ..............................................
- 1.5 1.5 - 2.6 2.6 - 1.1 1.1
Profit sharing .....................................................
- (13.8) (13.8) - (17.6) (17.6) - (3.7) (3.7)
Other ................................................................
(1.2) (8.5) (9.7) (1.2) (13.0) (14.2) 0.1 (4.6) (4.5)
Total ................................................................
(169.6) (108.8) (278.4) (254.8) (147.6) (402.4) (85.2) (38.8) (124.0)

(1)
Increase (decrease) of the total recorded from one period to another.

The table below shows its cost of goods sold and services rendered and general and administrative
expenses by division in fiscal years ended December 31, 2009 and 2010. The information provided in this
table does not reflect the effects of depreciation on such costs.

2009
x
2010

2009 (%)
(1)
2010 (%)
(1)
Var. (%)
(2)

(in millions of R$, except percentage)
Heavy Construction Division ....................... (72.6) 29% (80.7)
23% 11%
Jahu Division ............................................. (30.3) 12%
(61.3) 17% 102%
Industrial Services Division ......................... (120.6) 49%
(169.3) 48% 40%
Rental Division .......................................... (23.1) 9%
(44.1) 12% 91%
Total ..................................................... (246.5) 100%
(355.4) 100% 44%

(1)
Percentage share of the division of the total cost.
(2)
Percentage increase (decrease) of products sold and services rendered costs in 2009, relative to 2008.

Cost of goods sold and services rendered (disregarding the effects of depreciation) increased by 51%, or
R$70.6 million, from R$139.3 million in 2009 to R$209.9 million in 2010. This increase was mainly due to
growth of its business in 2010.
The item cost of goods sold and services rendered which showed the largest absolute increase between
fiscal years ended December 31, 2009 and 2010 was labor item, which increased R$39.1 million, mainly
influenced by the growth of Industrial Services Divisions revenue, which is intensive in manpower.
The sale item, which represents the cost of equipment sold by the Company, had an increase of R$15.8
million, driven primarily by increase of sales revenue and of the mix of equipment sold in 2010.
The depreciation of assets used in services rendered, which is part of the costs of goods sold and services
rendered increased 48% due to higher investments in the fiscal year ended December 31, 2010, from
R$30.3 million for the year ended on December 31, 2009 to R$44.9 million in the fiscal year ended
December 31, 2010, maintained the average depreciation period of 10 years.
Considering the depreciation costs, its cost of goods sold and services rendered totaled R$254.8 million in
the fiscal year ended December 31, 2010, compared with R$169.6 million in the fiscal year ended
December 31, 2009, representing an increase of 50%.

91
As a result of these factors, compared to net operating revenues, the total cost of goods sold and services
rendered, excluding the effects of depreciation, increased from 34% in the year ended 31 December 2009
to 38% in the year ended 31 December 2010. Including the effects of depreciation, the same ratio
increased from 42% in the year ended 31 December 2009 to 46% in the fiscal year ended December 31,
2010.
The general and administrative expenses increased from R$108.8 million in the fiscal year ended
million, or 36%. This increase was due primarily to the employment of additional labor which contributes
to an increase of R$25.4 million. The Companys total number of employees increased from 907 at the
end of 2009 to 1,261 at the end of 2010, an increase of 39% to meet an increase in demand for its
services and the strong geographic expansion, mainly from the Equipment Rental Division and the Jahu
Division.
The Companys operating general, administrative and operating Expenses compared to net operating
income were maintained at 27% in the fiscal years ended December 31, 2009 and 2010.
Operating profit
Operating profit before financial income increased from R$125.8 million in the fiscal year ended December
31, 2009 to R$147.5 million in the fiscal year ended December 31, 2010, an increase of R$21.7 million, or
17%. This increase was because the growth in net revenues was higher than the growth of cost of goods
sold and services rendered and general and administrative expenses. Operating profit represented 26.8%
of net revenues in December 31, 2010, compared with 31.1% of net revenues in December 31, 2009.
Financial Results
Net financial expenses increased from R$24.4 million in the fiscal year ended December 31, 2009 to R$5.6
million in the fiscal year ended December 31, 2010, representing a decrease of R$18.8 million, or 77%.
The Company's bank debt, which was $ 183.9 million in the fiscal year ended December 31, 2009
increased to R$132.6 million in the fiscal year ended December 31, 2010. In April 2010, the Company
completed its initial public offering of shares which resulted in net proceeds of R$411 million. The
Company used part of these proceeds to settle debts of higher costs.
Financial income on December 31, 2010 was benefited by the financial gain with interest of low risk
applications of its cash, which totaled R$17.3 million in the fiscal year ended December 31, 2010.
Income Tax and Social Contribution
Expenditure on income tax and social contribution went from R$33.0 million in the fiscal year ended
million, or 17%. This increase was lower than in its profit before taxes due to dividend payments in the
form of interest on capital.
In the fiscal year ended December 31, 2010, the Company deducts income tax and social contribution the
amount of R$8.6 million, due to the provisioning of interest on capital for distribution of part of the annual
results, while in fiscal year ended December 31, 2009 this deduction totaled only R$1.9 million. Moreover,
the effective rate of 2010 was 27% after adjustment of expenses not deductible, compared with 32% in
2009.
Net Income
The net profit increased from R$68.4 million in the fiscal year ended December 31, 2009 to R$103.3
million in the fiscal year ended December 31, 2010, an increase of R$34.9 million, or 51%, based on the
combined effect of the components mentioned above.

92
Comparison of Results of Operations for the Years Ended December 31, 2008 and 2009
Gross Revenue from Sales and Services Rendered
The table below sets forth its gross revenue from sales and services, after deductions for discounts and
cancellations, generated by each of its divisions in the years ended December 31, 2008 and 2009:

2008
x
2009

2008
(1)
(%)
(2)
2009
(1)
(%)
(2)
Var. (%)
(3)

Heavy Construction Division .......................
118.0 36% 158.2 36% 34%
Jahu Division .............................................
26.9 8% 67.4 15% 151%
Industrial Services Division .........................
150.2 46% 156.8 36% 4%
Rental Division ..........................................
27.6
8%
59.2 13% 115%
Eventos Division ........................................
4.0
1%
- - -
Total ..................................................... ..................................
326.7 100% 441.6 100% 35%

(1)
Gross revenue from sales and services in the period

(2)
Percentage share of division in our total gross sales and services in the period.
(3)
Increase (reduction) of gross revenue from sales and services from one period to the other.

The Companys gross revenue from sales and services rendered, after deductions for discounts and
cancellations, increased 35.2%, or R$114.9 million, from R$326.7 million in 2008 to R$441.6 million in
2009. This increase was primarily due to increases in revenues generated by the Heavy Construction,
Jahu and Equipment Rental divisions, as the increase in revenues generated by the Industrial Services
division was proportionally lower, as described below.
Gross revenue from sales and services rendered by the Heavy Construction division, after deductions for
discounts and cancellations, increased 34.0%, or R$40.2 million, from R$118.0 million in 2008 to R$158.2
million in 2009. This increase was primarily due to higher equipment rental volumes and increases in the
rental prices it charged. The Company acquired 8.5 million tons of equipment in 2008, and an additional
2.7 million tons in 2009, in order to meet the increasing demand for its products and services.
Additionally, the average price of renting has increased 8%. The rest of the variation comes from
revenues other than leasing, especially with assembly services and technical assistance services, which
represented only 4.3% of total gross revenue of the Heavy Construction Division in 2008 and now
represent 6.4% of gross revenue in 2009, due to more complex construction projects, in which the
demand for these services tends to be higher, leading to an increase in gross revenue for these services
from R$5.2 million in 2008 to R$10.7 million in 2009, representing an increase of 102.8%.
Jahu Division
Gross revenue from sales and services rendered by the Jahu division, after deductions for discounts and
cancellations, increased 150.8%, or R$40.5 million, from R$26.9 million in 2008 to R$67.4 million in 2009.
As a result of its acquisition of Jahu Indstria in June 2008, its results of operations have been included in
its combined financial statements since July 1, 2008. Jahu divisions gross revenue from sales and
services, after deductions for discounts and cancellations, in each of the six-month periods ended
December 31, 2008, June 30, 2009, and December 31, 2009, showing a significant increase in the gross
revenue generated by the Jahu division after the acquisition.

93

Six-Month Period Ended Comparative Analysis

December 31
st
, 2008 June 30
th
, 2009 December 31
st
, 2009
12.31.2008 e
06.30.2009
06.30.2009 e
12.31.2009
(in millions of R$)
Gross revenue from sales
and services 26.9 31.2 36.2 16.2% 15.8%

In 2009, the Company introduced the use of NOE modular concrete formwork in the Jahu division, as well
as the use of aluminum formwork for use in the Brazilian governments low-income housing program
(Minha Casa, Minha Vida). The use of this equipment generated an additional R$4.0 million in revenue
in the period (R$1.1 million from the rental of equipment and R$2.9 million from the sale of aluminum
formwork). The remaining increase in revenues resulted primarily from investments the Company made in
additional metal shoring structures following the acquisition of Jahu in order to meet the strong demand
for its products and services during the period. The average volume of equipment rented by its clients
increased 22.3%, from 12.7 thousand tons in 2008 to 15.6 thousand tons in 2009.

Gross revenue from sales and services rendered by the Industrial Services division, after deductions for
discounts and cancellations, increased 4.4%, or R$6.6 million, from R$150.2 million in 2008 to R$156.8
million in 2009. The gross revenue generated by the division was adversely affected by a significant
reduction in revenue from contracts for maintenance services to sectors other than oil and gas (which
represented 71.0% of the divisions gross revenue during 2008). Such maintenance revenue dropped by
31.0%, from R$106.5 million in 2008 to R$73.2 million in 2009, in particular due to the lower volume of
services rendered to the metallurgy and pulp and paper industries, two sectors that were severely
impacted by the global financial crisis at the end of 2008. The increase in revenue in 2009 was primarily
due to revenue generated for additional services rendered to the oil and gas sector, which increased by
76.0%, from R$32.4 million in 2008 to R$57.1 million in 2009, as well as revenue generated from the
provision of services connected to the assembly of industrial plants other than oil and gas (such as the
new plant of Companhia Siderrgica do Atlntico, in the state of Rio de Janeiro), which increased by
137.0 %, from R$11.2 million in 2008 to R$26.5 million in 2009. Finally, revenue generated from
industrial painting and insulation services amounted to R$13.2 million in 2008 and R$18.9 million in 2009,
an increase of 42.2% compared to 2008.
Rental Division
Gross revenue from sales and services in the Rental division, after deductions for discounts and
cancellations, increased (in only its second year of operation) 114.8%, or R$31.6 million, from R$27.6
million in 2008 to R$59.2 million in 2009. The increase in revenues in this division was primarily due to its
acquisition of new equipment to meet market demand, reaching a total of 723 units as of December 31,
2009. The expansion in the market for the equipment offered by the Rental division, which is still in
developmental states, allowed us to rapidly deploy this new equipment in its operations.
Taxes on Sales and Services
Taxes on sales and services increased 37.0%, or R$10.1 million, from R$27.3 million in 2008 to R$37.4
million in 2009. This increase is consistent with the 35.2% growth in 2009 in its gross revenue from sales
and services after deductions for discounts and cancellations. The difference between the percentage
increase in such gross revenue, relative to the percentage increase in the value of taxes sales and
services is primarily a result of export sales of structures for long-term projects to international clients; as
such sales are exempt from taxation. The sale of these structures, both abroad and in Brazil, accounted
for 5.2% and 6.1% of the Heavy Construction divisions gross revenue from sales and services, after
deductions for discounts and cancellations, in 2009 and 2008, respectively. Although approximately
85.0% of such structures sold in 2008 were acquired by international clients, this percentage dropped to
22.0% in 2009 due to the global financial crisis. As a result, taxes on sales and services represented 7.6%

94
of the Heavy Construction divisions gross revenue from sales and services, after deductions for discounts
and cancellations, in 2009, compared to 6.7% in 2008.
The table below shows the taxes due for each of its divisions, as a percentage of their gross revenue from
sales and services, after deductions for discounts and cancellations, for the years ended December 31,
2008 and 2009:

2008
x
2009

2008 (%)
(1)
2009 (%)
(1)
Var. (%)
(2)

Heavy Construction Division ....................... (7.9) 7% (12.0) 8% 53%
Jahu Division ............................................. (2.2) 8% (5.2) 8% 139%
Industrial Services Division ......................... (14.9) 10% (15.4) 10% 3%
Rental Division .......................................... (2.1) 8% (4.8) 8% 127%
Eventos Division ........................................ (0.3) 7% - - -
Total ..................................................... .................................. (27.3) 8% (37.4) 9% 37%

(1)
Percentage share of the division of the total tax sales.
(2)

Cost of Products Sold and Services Rendered
The table below shows the costs of products sold and services rendered by each of its divisions for the
years ended December 31, 2008 and 2009. The information provided in this table does not reflect the
effects of depreciation on such costs.

2008
x
2009

2008 (%)
(1)
2009 (%)
(1)
Var. (%)
(2)

Jahu Division ............................................. - - (2.4) 2% -
Rental Division .......................................... (3.4) 3% (6.9) 5% 103%
Eventos Division ........................................ (4.0) 3% - - -
Total ..................................................... .................................. (126.2) 100% (139.2) 100% 10%

(1)
Percentage share of the division of the total cost.
(2)

The table below shows the effects of depreciation on the results of each of its divisions for the years
ended December 31, 2008 and 2009.

2008
x
2009

2008 (%)
(1)
2009 (%)
(1)
Var. (%)
(2)

Jahu Division ............................................. (1.2) 7% (3.1) 10% 158%
Rental Division .......................................... (3.6) 20% (8.3) 27% 132%
Eventos Division ........................................ (0.1) - - - -
Total ..................................................... .................................. (17.6) 100% (30.3) 100% 72%

(1)
Percentage share of the division of the total depreciation.
(2)
Percentage increase (decrease) in depreciation amounts in 2009 relative to 2008.

95
Cost of products sold and services rendered (disregarding the effects of depreciation) increased by
10.3%, or R$13.1 million, from R$126.2 million in 2008 to R$139.3 million in 2009. This increase was not
as significant as the 35.2% increase recorded in its revenues in 2009, mainly due to (1) the increase in
the share of cost of products sold and services rendered of the Heavy Construction, Jahu and Equipment
Rental divisions to 64.5% in 2009 compared to 52.8% in 2008, as these divisions have lower variable
costs, and (2) the increase in costs of the Heavy Construction, Jahu and Equipment Rental divisions below
increase in revenues.
The depreciation of assets used in the render of services increased 72.2% in face of the high investments
made in 2008, from R$17.6 million in 2008 to R$30.3 million in 2009, maintained the average
depreciation period of 10 years. Considering the depreciation costs, its cost of goods sold and services
rendered totaled R$169.6 million in 2009 compared with R$143.8 million in 2008, representing a growth
of 17.9%.
As a result of the factors discussed above, cost of products sold and services rendered, excluding the
effect of depreciation, represented 34.5% of its net operating income in 2009, compared to 42.2% in
2008. Including the effects of depreciation, cost of products sold and services rendered represented
42.0% of its net operating income in 2009, compared to 48.0% in 2008.
Gross Profit
Gross profit increased 50.8% to R$234.6 million in 2009 from R$155.5 million in 2008. This increase
surpassed the 35.2% increase in its net revenue in 2009 for the reasons described above. In 2009, its
gross profit represented 58.0% of its net revenue, compared to 52.0% in 2008.
General, Administrative and Operating Expenses
The Companys general, administrative and operating expenses increased 28.4%, or R$24.1 million, from
R$84.7 million in 2008 to R$108.8 million in 2009. This increase was due primarily to the employment of
additional labor to meet an increase in demand for its services. The Companys total number of employees
increased from 3,090 at the end of 2008 to 3,537 at the end of 2009, representing an increase in
headcount of 14.5%, and a payroll increase of 5.0% as a result of a salary increase tied to new collective
bargaining agreements. In addition, its financial statements for the year ended December 31, 2009
include all general, administrative and operating expenses incurred by its Jahu division in 2009, compared
to only six months of operations in 2008.
The Companys general, administrative and operating expenses represented 26.9% of its net operating
income in 2009, a decrease compared to 2008 when it represented 28.3%.
The table below provides a breakdown of the general, administrative and operating expenses incurred by
each of its divisions, in absolute terms and as a percentage of its total general, administrative and
operating expenses and net revenues, for the years ended December 31, 2008 and 2009:


2008 2009

Expenses
(1)
% Total
(2)

% Net
Revenue
(3)
Expenses
(1)
% Total
(2)

% Net
Revenue
(3)

Heavy Construction Division ....................... (34.9) 41% 32% (39.7) 36% 27%
Jahu Division ............................................. (13.6) 16% 55% (28.1) 26% 45%
Industrial Services Division ......................... (23.9) 28% 18% (24.5) 23% 17%
Rental Division ........................................... (10.8) 13% 42% (16.4) 15% 30%
Eventos Division ........................................ (1.4) 2% 39% - - -
Total ..................................................... (84.7) 100% 28% (108.8) 100% 27%

96

(1)
Divisions total general, administrative and operating expenses.

(2)
Participation in operating expenses, general and administrative division in our total operating expenses. general and administrative.
(3)
Percentage of operating expenses. general and administrative of the division in relation to net revenues generated by the division itself.

Financial Results
The Companys financial expenses, net of its financial revenue, increased 33.4% from R$18.3 million in
2008 to R$24.4 million in 2009. Its financial indebtedness decreased from R$189.5 million at December
31, 2008 to R$183.9 million at December 31, 2009. However, its average total indebtedness increased
from R$129.8 million for the year ended 2008 to R$187.8 million for the year ended 2009. The increase in
its average total indebtedness was partially offset by a decrease in the interest rates charged in the
Brazilian financial markets during 2009, directly affecting its debt service requirements.
Income Tax and Social Contribution
The Companys expenses for income tax and social contributions increased by 86.5%, or R$15.3 million,
from R$17.7 million in 2008 to R$33.0 million in 2009. This increase was less than the increase in its profit
before taxes, due to the offsetting effect of tax credits in the amount R$1.8 million during 2008, as a
result of the merger of Mills Andaimes Tubulares do Brasil S.A. into its company. The Companys effective
income tax and social contribution rate in 2008 was 31.9% (as a result of tax credits amounting to R$4.3
million, which had been offset in full by the end of 2008), assuming the offsetting effect of tax credits
mentioned above is disregarded and its results are adjusted to reflect non-deductible expenses relating to
its stock option plans.
In 2009, the Company deducted R$1.9 million from its income tax and social contribution, as the
Company made provisions to cover the payment of interest on stockholders equity. In 2008, the
distribution of part of its results to its shareholders was carried out through the payment of dividends
only, which are not deductible expenses for tax purposes. The Companys effective income tax and social
contribution rate for 2009 was 33.1%, after adjustments to exclude expenses that are not deductible for
tax purposes.
Net Income
The Companys net income increased by 123.6%, or R$37.8 million, from R$30.6 million in 2008 to
R$68.4 million in 2009, for the reasons described above.

DISCUSSION AND ANALYSIS OF BALANCE SHEET

97
Year Ended December, 31
2008 VA (%) 2009 VA (%) HA (%) 2010 VA (%) HA (%)
Assets (in millions of R$)

Current
Cash and cash equivalents 1.8 0% 1.6 0% (10)% 6.2 1% 293%
Marketable securities - 0% - 0% - 136.1 15% 100%
Trade accounts receivable 51.5 14% 71.5 16% 39% 122.1 13% 71%
Inventories 0.5 0% 1.4 0% 204% 5.6 1% 307%
Recoverable taxes 6.6 2% 25.7 6% 289% 26.2 3% 2%
Prepaid expenses 1.1 0% 0.2 0% (80)% 0.3 0% 43%
Other assets 1.7 0% 4.1 1% 134% 11.3 1% 180%
Total Current
63.2 17% 104.5 24% 65% 307.9 33% 195%

Non-current
Trade accounts receivable 5.2 1% 4.4 1% (15)% 3.8 0% (14)%
Recoverable taxes 0.2 0% 0.2 0% 0% 3.9 0% 2179%
Deferred taxes 10.4 3% 10.0 2% (3)% 8.1 1% (20)%
Judicial deposits 6.5 2% 6.0 1% (9)% 7.3 1% 23%

22.3 6% 20.6 5% (8)% 23.1 3% 12%

Property, plant and equipment 247.0 66% 276.0 63% 12% 551.2 60% 100%
Intangible assets 39.1 11% 39.3 9% 0% 41.9 5% 7%

286.1 77% 315.3 72% 10% 593.1 64% 88%

Total Non-current
308.4 83% 335.8 76% 9% 616.2 67% 83%

Total Assets
371.6 100% 440.3 100% 18% 924.1 100% 110%
(1)
Vertical analysis, which is a percentage of total liability.
(2)

Liabilities

Current
Suppliers 13.6 4% 11.7 3% -14% 32.7 4% 180%
Loans and financing 47.4 13% 56.8 13% 20% 46.7 5% (18)%
Salaries and social charges 13.2 4% 14.7 3% 12% 21.3 2% 44%
Income tax and social contribution 0% 0.1 0% - - 0% (100)%
Tax recovery program (REFIS) 2.5 1% 0.8 0% (69)% 0.7 0% (9)%
Taxes payable 3.7 1% 4.0 1% 10% 4.4 0% 8%
Profit-sharing payable 8.5 2% 13.8 3% 62% 17.5 2% 27%
Proposed dividends 7.5 2% 16.2 4% 117% 28.1 3% 73%
Other liabilities 0.1 0% 1.3 0% 763% 9.4 1% 650%
Total Current
96.5 26% 119.4 27% 24% 160.8 17% 34%

Non-current
Loans and financing 142.1 38% 127.1 29% (11)% 85.9 9% (32)%
Provision for contingency 22.3 6% 8.5 2% (62)% 11.1 1% 31%
Taxes payable 0.6 0% 0.4 0% (40)% - - -
Deferred - - - 0% - - - -
Tax recovery program (REFIS) - - 11.0 3% - 10.0 1% (9)%
Taxes payable stock options 0.4 0% 0.6 0% 41% - - -
Other liabilities - - 0.6 0% - 1.0 0% 76%
Total Non-current
165.4 45% 148.2 34% (10)% 108.2 12% (27)%

Stockholders' equity
Capital 80.5 22% 80.7 18% 0% 525.1 57% 551%
Revenue reserves 27.3 7% 86.2 20% 216% 145.2 6% 68%
Capital reserves - - - - - (8.2) 1% -
Equity adjustment 1.8 0% 5.7 1% 222% (7.0) 1% (222)%
Total stockholders' equity
109.6 29% 172.6 39% -58% 655.2 71% 279%

Total liabilities and stockholders'
equity
371.6 100.0% 440.3 100% 18% 924.1 100% 110%
(1)
Vertical analysis, which is a percentage of total liability.
(2)
Year ended December 31, 2010 compared to year ended December 31, 2009
Current Assets

The Companys current assets increased from R$104.5 million at December 31, 2009 to R$307.9 million at
December 31, 2010, an increase of R$203.5 million or 195%. The main reasons for such increase were:

98
- an increase of R$140.8 million in cash, cash equivalents and marketable securities due to
proceeds from the primary public offering of shares of the Company held on April 2010;

- increase of R$50.6 million in its receivable, reflecting an increase in its sales;
- an increase of R$7.3 million in other assets due to the increase in advances to suppliers account
in the amount of R$5.3 million, the number of imports of equipment and the loans and benefit to
employees account amounting to R$1 , 5 million;

- an increase of R$4.2 million in inventories due to the expanding activities of the Company;

Non-current Assets

The Companys non-current assets of R$20.6 million at December 31, 2009 were increased to R$23.1
million at December 31, 2010 an increase of R$2.5 million or 12%. The main changes in its non-current
assets were:
- an increase of R$3.8 million in taxes recoverable account, referring to claims of PIS - Programa de
Integrao Social and COFINS - Contribuio para Financiamento da Seguridade Social on fixed
assets that was reclassified from short-term to long term;
- an increase of R$1.4 million in the account judicial deposits due to the monetary update of
historical value of deposits recorded that was made on December 31, 2010, and;
- reduction of R$2.0 million in deferred tax account, affected by the amortization of R$1.5 million
on deferred taxes of a tax credit previously held by Itapo Participaes Ltda. as a result of its
merger by the Company.
PPE Property, Plant and Equipment
The Companys PPE increased from R$276.0 million at December 31, 2009 to R$551.2 million at
December 31, 2010, an increase of R$275.2 million, or 100%. The increase in this category, plus
depreciation and low, reflecting the investment the company has aimed to meet increased customer
demand.
Intangible assets
The balance of its intangible assets increased from R$39.3 million at December 31, 2009 to R$41.9 million
at December 31, 2010. The main component of its intangible asset is the balance of goodwill accounted
on acquisition of Kina Participaes Ltda and Jahu Industria e Comercio Ltda. Under accounting rules in
force, goodwill recorded in this acquisition is no longer amortized by book value, but only for tax
purposes, being subject only to tests of impairment.
Current liabilities
The Companys current liabilities increased from R$119.4 million at December 31, 2009, to R$160.8
million at December 31, 2010, an increase of R$41.4 million. The main factors that led to this change
were:
- Increase of R$21 million, in its accounts payable, due to the higher volume of investment in 2010;
- Increase of R$11.9 million in dividends and interest on shareholders equity payable due to the
increase in net profit in 2010 compared to 2009, the policy of distributing to shareholders 25% of
these results was maintained;
- Decrease of R$10.1 million in its outstanding short-term loans and financing due to the utilization
of the initial public offering funds to advance higher costs debts;

99
- Increase of R$8.1 million in its accounts of other current liabilities, due to the increase in its
derivative financial instruments account , the Company contracted derivative financial instruments
in order to protect transactions carried out in foreign currency,
- Increase of R$6.5 million in its account of salaries and social charges payable, due to the increase
in payroll resulting from the higher number of employees necessary to accommodate the
increased volume of business;
- Increase of R$3.7 million in its account of profit sharing payable, due to the increase in net profit
in fiscal 2010, compared to 2009;
Non-current liabilities
The Companys Non-current liabilities were reduced from R$148.2 million at December 31, 2009 to
R$108.2 million at December 31, 2010, a decrease of $ 17.2 million. The main factors that led to this
change were:
- Decrease of R$41.2 million in its long-term loans and financing account, due to the utilization of
the initial public offering funds to advance higher costs debts;
- Increase of R$2.6 million in its account of provision for contingencies, mainly due to the inclusion
in 2010 of contingency related to the Fator Acidentrio Previdencirio - FAP in the amount of
R$2.1 million and inclusion of new cases in the civil area of R$0.7 million;
- Reduction of R$1.0 million into the account the Tax Recovery Program - REFIS, mainly due to the
low of R$2.7 million related to PIS and COFINS, partially offset by the rate of Special System for
Settlement and Custody ("Sistema Especial de Liquidao e Custdia - SELIC") updating the value
of R$1.0 million.
Shareholder's equity increased from R$172.6 million at December 31, 2009 to R$655.2 million at
December 31, 2010, an increase of R$482.5 million, or 279%, substantially due to the increase of
Companys share capital as a result of the initial public offering of shares in April 2010.
Year ended December 31, 2009 compared to year ended December 31, 2008
Current Assets
The Companys current assets increased from R$63.2 million at December 31, 2008 to R$104.5 million at
December 31, 2009, an increase of R$41.3 million or 65.4%. The main reasons for such increase were:
- Increase of R$20.0 million. or 38.7% in its receivable, reflecting an increase in its sales;
- Increase of R$19.1 million or 289.4% in its taxes recoverable which includes the withholding of
Social Security (INSS) on its service invoices for labor to be offset against this tax payments and
other tax credits is entitled to use the occasion of the payments due. This variation is partly
explained by an increase of R$14.3 million of Social Integration Program (PIS) and Social Security
Financing Contribution (COFINS) on equipment purchases to permanent assets that had been
credited until December 31, 2009 for purposes of calculating non-cumulative at the same rate of
depreciation accounting. As Brazilian law provides that these credits may be taken in terms of
between 12 and 48 months depending on the date of acquisition and type of good the Company
improved the corresponding credit so the Company can begin to amortize it against future
payments of these taxes. The remaining variation is explained by the calculation of credits from
income tax and social contribution on net income for 2009 these credits to be used in fiscal 2010.
Long-term Assets

100
Its long-term assets of R$22.3 million at December 31, 2008 were reduced to R$20.6 million at December
31, 2009 a decrease of R$1.7 million or 7.6%. The main changes in its long-term assets were:

- Reduction in its long-term assets accounts receivable in 0.8 million receipts for the sale of
equipment of Events
- Accounting for deferred taxes under the heading of a tax credit of R$6.8 million previously owned
by Itapo Participaes Ltda due to its incorporation by us which is being amortized monthly
showing a balance on December 31, 2009 of R$5.4 million;
- Reduction of deferred tax account by the accounting from year 2009 values corresponding to the
income tax and social contribution on the remaining portion of goodwill on acquisition of Jahu
Indstria e Comrcio Ltda whose balance liabilities on December 31, 2009 was R$2.9 million;
- Reduction of deferred tax item due to a reduction of contingent and deferred taxes on them for
R$3.9 million.
- Decrease of R$0.6 million or 8.7% in its judicial deposits balance especially in the action from
Jahu Industria e Comercio Ltda questioning the increase in PIS and COFINS due to additional
provision;
Permanent Assets
The permanent assets group of accounts is the most important of its balance sheet, representing on
December 31, 2008 and 2009, respectively, 77.0% and 71.6% of its total assets. Its permanent assets
increased from R$286.1 million at December 31, 2008 to R$315.3 million at December 31, 2009, an
increase of R$29.2 million, or 10.2%. The reasons for this increase are explained in the following account
by account:
Investments
The balance on its account equity on 31 December 2008, equity securities representing in value not
significant, it was downloaded in fiscal year 2009, for not having a recoverable value
PPE Property, Plant and Equipment
The Companys PPE at December 31, 2009 totaled R$276.0 million compared with R$247.0 million at
December 31, 2008 an increase of R$29.0 million or 11.8%. The increase in this category, plus
depreciation and low, reflects the investment of R$73.5 million made in fiscal 2009 with an increase in the
availability of its equipment in order to meet the increased demand from its customers. Additionally, in
2008 the Company acquired the warehouse that previously were renting in the neighborhood of
Jacarepagua, in the city of Rio de Janeiro, whose purchase price was R$7.5 million.
The growth of its property, between December 31, 2008 and 2009 was modest compared with growth
between 31 December 2007 and 2008, from 210.8%, and reflects its more conservative stance on the
global financial crisis.
Intangible assets
The balance of its intangible assets increased from R$39.1 million, on December 31, 2008, to R$39.3
million, on December 31, 2009, due mostly the recognition of goodwill recorded on acquisition of Kina
Participaes Ltda. and Jahu Indstria e Comrcio Ltda which remained unchanged during the period, the
difference being represented by investments in the acquisition of software. Under accounting standards in
force, goodwill recorded in this acquisition is no longer amortized in the accounts, but only for tax
purposes, subject only to tests of impairment.

101
Current liabilities
The Companys current liabilities increased from R$96.5 million, on December 31, 2008, to R$119.4
million at December 31, 2009, an increase of R$22.9 million, or 23.7%. The main factors that led to this
change were:
- Decrease of R$1.9 million or 13.8% in its short-term liabilities to suppliers reflecting the
decreased volume of its investments in 2009;
- Increase of 19.8%, or $ 9.4 million, in its short-term loans and financing, without changing the
profile of its debt, due to the financial update of the values transferred from the corresponding
long-term, plus the current portion of borrowings in fiscal 2009;
- Increase of R$1.5 million, or 11.9%, in its account of salaries and social charges payable, due to
the increase in payroll due to the higher number of employees necessary to accommodate the
increased turnover;
- Decrease of R$2.4 million, or 97.1%, in its account of income tax and social contribution payable
due to recognition in December 2009 for interest expense of capital spending and tax installment
due for inclusion in Tax Recovery Program (REFIS) part of the contingency reserve, with values of
respectively R$5.5 million and R$14.1 million, reducing taxes to pay 34% of these values, being
part of this credit is on account of taxes recoverable in the current assets;
- Increase of R$1.8 million, or 50.7%, in its account of taxes payable, including sales taxes
payable, taxes withheld from third parties and payment of taxes, due to (i) short-term portion of
installment due to the inclusion of contingency REFIS above the value of R$0.8 million, (ii) R$ 0.6
million due to withholding taxes on interest on shareholders equity, to be collected in January
2010, and (iii) increase in company revenues.
- Increase of R$5.3 million, or 62.2%, in its profit sharing payable account due to the increase in
net profit in fiscal 2009 compared to 2008;
- Increase of R$8.1 million, or 107.7%, in dividends and interest on shareholders equity payable
due to the increase in net profit in 2009 compared to 2008, the policy of distributing to
shareholders 25% of these results was maintained;
- Increase of R$1.1 million in its accounts of other current liabilities, mainly due to an increase in
advances from customers.
Long-term liabilities
The Companys long-term liabilities decreased from R$165.4 million at December 31, 2008 to R$148.2
million at December 31, 2009, a decrease of R$17.2 million, or 10.4%. The main factors that led to this
change were:
- Decrease of R$14.9 million, or 10.5% in its long-term loans and financing account, aiming to
reduce the level of its debt in exercise, with total funding of new loans in 2009 under the total
amortization payments and financial charges in the year;
- Decrease of R$13.8 million, or 61.8%, in its account of provision for contingencies, mainly due to
lower provision for contingency to compensate PIS and COFINS on rental income, and the
inclusion of it in REFIS, in view of adverse decisions in higher courts in similar cases;
- Increase of R$11 million in its long-term taxes payable, due to the inclusion of splitting the
contingency to compensate PIS and COFINS on receipts above;

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The Companys Stockholders' equity increased from R$109.6 million at December 31, 2008 to R$172.6
million at December 31, 2009, an increase of R$63.0 million, or 57.5%. The reasons for this increase were
mainly the growth of net income minus dividends

CASH FLOW

Years ended December 31,

2008 2009 2010
(in millions of R$)
Cash flow from operating activities ................................................................... 47.2 89.7 121.6
Cash flow from investment activities ................................................................. (228.8) (71.5) (461.8)
Cash flow from (used in) financing activities ..................................................... 181.7 (18.4) 344.8
Increase (decrease) in liquidity......................................................................... 0.1 (0.2) 4.6

Cash Flow from Operating Activities
As discussed above, its operating results improved significantly between 2008 and 2010. As a result, its
cash flow from operating activities increased from R$47.2 million in 2008 to R$89.7 million in 2007, and
R$121.6 million in 2010, an increase of 90% and 36% in 2009 and 2010 from the respective prior years.
These increases were driven in large part by the investments the Company carried out, as such
investments enabled us to meet increasing market demand and increase its revenues significantly, gain
economies of scale and, consequently, improve its margins.
Cash Flow from Investment Activities
The Companys gross investments in fixed assets during the years ended December 31, 2008, 2009 and
2010 amounted to R$175.6 million, R$76.4 million and R$348.5 million, respectively. In 2008, in addition
to increasing investments made in the Heavy Construction and Industrial Services divisions, the Company
applied R$ 61.1 million to the establishment of the Rental division and the acquisition of Jahu.
Investments in 2009 decreased R$99.2 million compared to 2008, or 56.5%, as a result of the global
financial crisis. In 2010, the Initial Public Offering of shares of the Company provided net proceeds of
R$411 million, which enabled the Company to expand its investments in all divisions to meet the growing
demand in markets where it operates.

The table below shows the investments made by its company in each of 2008, 2009 and 2010:

Year Ended December, 31

2008 2009 2010
(in millions of R$)
Gross investments, before PIS and COFINS credits ............................................ (175.6) (76.4) (348.5)
Acquisition of Jahu Indstria ............................................................................ (60.1) - -
Total Gross investments ................................................................................... (235.7) (76.4) (348.5)
PIS and COFINS credits ................................................................................... 4.0 14.5 19.4
Net investments .............................................................................................. (231.7) (61.9) (329.1)
Cash Flow from Financing Activities
The Companys cash flow from financing activities includes new financing agreements, the amortization of
the principal and payment of interest on existing loans, increases in its capital stock, and dividend
distributions. In view of favorable market conditions prevailing until mid-2008, both with respect to
market interest rates and maturity dates, the Company entered into additional financing agreements in
2008 for loans in the aggregate amount of R$162.4 million. In 2009, however, due to less favorable credit
conditions prevailing during the first half of the year, the Company were highly selective in its new

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operations and entered into financing agreements in the amount of only R$31.9 million. In addition, the
Company paid a total of R$62.1 million principal and interest on existing loans in 2009. In 2010, the
Company completed its Initial Public Offering which would have generated net proceeds of R$411 million
and allowed us to expand its investments across all divisions to meet the growing demand in the markets
which the Company serve and to liquidate part of its more expensive debt. The Company are committed
to maintaining its total indebtedness at manageable levels in relation to its cash flows, both in terms of
total value and maturity dates.
10.2 Operating and financial result

a. Results of the Companys operations, in particular:

(i) Description of important components of revenue

Net Revenue from Sales and Services
The Companys net revenues from sales and services are denominated in reais, and are derived from the
rental and sale of equipment, the provision of technical support services, and penalty payments for
unreturned or damaged equipment. The table below sets forth the breakdown of its net revenue for the
periods indicated:


2008 2009 2010
Equipment Rental ........................................................................... 64.5% 70.0% 62.2%
Sale of Equipment ........................................................................... 3.2% 3.1% 6.7%
Technical Support Services .............................................................. 30.5% 25.7% 27.5%
Indemnifications ............................................................................. 1.8% 1.2% 3.5%

(ii) Factors that affected materially operational outcomes

Cost of Products Sold and Services Rendered
Its cost of products sold and services rendered relates to costs for implementing the projects in which the
Company are involved, including (i) labor costs for assembly and disassembly of equipment rented to its
clients when such tasks are carried out by us; (ii) cost of equipment rented from third-parties, when the
Company does not have all equipment on-hand to meet client demand; (iii) cost of materials used in the
provision of its services, which include individual safety equipment, wood, paint and insulation material;
and (iv) freight costs relating to the transportation of equipment between its branches and to its clients.
Costs related to the execution of its projects represented 83.4%, 77.9% and 79.9% of its principal costs
of sales and services rendered in the years ended December 31, 2008, 2009 and 2010, respectively. In
addition, its cost of products sold and services rendered also comprises (1) costs deriving from the sale of
new equipment, (2) depreciation of equipment rented and (3) cost of used rental equipment sold.
The cost of products sold and services rendered by its Heavy Construction, Jahu and Equipment Rental
divisions tends to grow at a lower rate than their net sales, as part of the cost of products sold and
services rendered by these divisions includes the cost of technical personnel, which is a fixed cost for
these divisions. On the other hand, the services rendered by its Industrial Services division are more
labor-intensive than the services rendered by its other divisions. As a result, costs for this division tend to
increase (or decrease) in line with variations in the revenue generated by the division.
General, Administrative and Operating Expenses
The Companys main general, administrative and operating expenses relate to personnel-related
expenses, in particular the payment of salaries, benefits and social security contributions related to its
project teams and commercial engineers, who are responsible for the management and supervision of
each of its projects. The remaining expenses in this category refer to travel and related expenses and

104
communication expenses. Due to the nature of its business, the Company does not have a department
only dedicated to sales. Expenses related to the management of its contracts represented 54.8%, 46.2%
and 47.8% of its total general, administrative and operating expenses during the years ended December
31, 2008, 2009 and 2010, respectively.
Other material general, administrative and operating expenses include: (i) expenses relating to equipment
storage, (ii) administrative expenses incurred with respect to its financial, investor relations, and human
resources departments, as well as its executive management, including salaries and benefits, (iii)
expenses in connection with the Companys employee profit-sharing plans and expenses related to its
stock option plans, and (iv) other administrative expenses, which include, in particular, expenses resulting
from adjustments to its provisions for contingencies.
Financial Results
The Companys financial results consist of its financial expenses, net of financial revenues. The Companys
main financial expenses include interest payments on loans, leasing operations, and costs associated with
discounting to present value certain long-term receivables derived from the sale of equipment owned by
its former Events division. Its main financial revenues consist of income from its financial investments and
interest in connection with late payments by its clients.

Income and Social Contribution Taxes

Income and social contribution taxes are calculated in accordance with Brazilian tax laws and regulations
in force at the date of presentation of its financial statements. Deferred income and social contribution
taxes are calculated in accordance with accumulated tax losses, accumulated bases of social
contributions, and the corresponding temporary differences between the asset and liability tax bases and
the accounting values entered in the financial statements. The current income and social contribution tax
rates applicable to the calculation of such deferred credits are 25% and 9%, respectively.

b. Changes attributable to changes in prices, volume changes and introduction of new
products and services.

The Companys revenues have a direct correlation with changes in price and volume of equipment rented
to clients. Introduction of new products and services also directly impact revenue. As for inflation, the
correlation of its revenue is indirect, in the extent that the adjustments take place only in the renovation
or closing of new contracts, reflecting the past inflation. As regards to the exchange rate, there is no
correlation to its revenue. The revenue variations over the past three years are the result of price
increases above inflation, given favorable market conditions, increased volume of rented equipment and,
for the Jahu Division, as a consequence of the introduction of modular concrete forms for the program
Minha Casa Minha Vida.

c. Impact of inflation, price variations of main inputs and products, exchange rate and
interest rate on operating profit and the issuer's financial result

The Companys expenses are subject to inflation via wage increases for employees, a raise in the cost of
the hired services, such as freight, and inputs used in the provision of services, such as paints and
materials for thermal insulation. Moreover, the equipment the Company invests in to use at its services
are also subject to increases due to inflation and changes in commodity prices, mainly steel and
aluminum. In the case of Rental Division, the prices of the equipment the Company uses can increase
according to the fluctuation of the exchange rate.
10.3 Relevant effects on Financial statements

a. Introduction or disposal of operating segment

In 2007, the Company permanently suspended the operations of its Events division, as the Company did
not consider it sufficiently profitable. However, the results of residual operations, including with respect to

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the performance of obligations under agreements in force at the time of suspension of operations of its
Events division, are reflected in its combined financial statements for the year ended December 31, 2008.
As a result of this decision, the net revenues of this Division in 2008 were R$ 3.7 million when it ended.
The Division had a negative EBITDA of R$1.7 million in 2008 on account of final demobilization
expenditures. On the other side, from the year 2009, the discontinuation of the division, took out a focus
of a business that had shown a profit after depreciation close to zero for a few years.

b. Constitution, acquisition or divestiture of shareholdings

Acquisition of Jahu Indstria e Comrcio Ltda.

Jahu Indstria e Comrcio Ltda., or Jahu Indstria, for R$60.1 million. Jahu Indstria was a provider of
engineering solutions and shoring, scaffolding and access equipment for use in residential and commercial
construction projects. The results of operations of Kina and Jahu Indstria have been included in its
combined financial statements from July 1, 2008. Kina and Jahu Indstria were merged into its company
on August 30, 2008, and established as its Jahu division.

Acquisition of interest in Rohr S/A Estruturas Tubulares

On January 19, 2010, Mills Estruturas e Servios de Engenharia S.A. (Mills) entered into a purchase and
sale agreement to acquire 25% of the voting and total capital of Rohr S/A Estrutura Tubulares (Rohr) for
R$ 90 million, paid on February 8, 2011. Rohr has not yet published its financial statements for the year
ended December 31, 2010, and it was therefore not possible to determine the probable goodwill on the
operation.

Rohr is a private company specializing in access engineering and the provision of construction solutions,
with more than 45 years of experience in the market. The company operates in the heavy construction
and infrastructure, building construction, industrial maintenance and events sector.

The Company will not participate in the management of Rohr, as this is a strategic acquisition, whereby
Mills aims to increase its presence in its areas of activity - infrastructure, residential and commercial
construction, oil and gas, etc.

Acquisition of GP Sul

On May 27, 2011, the Company entered into a purchase and sale agreement to acquire 100% of the
voting and total capital of GP Sul for R$ 5.5 million.

GP Sul, is a privately held company, located in Porto Alegre, and one of the largest players in the
suspended scaffold rental market to residential and commercial construction in the state of Rio Grande do
Sul.

This strategic acquisition will enable Mills to become the leader in the suspended scaffold rental market in
the state of Rio Grande do Sul and to broaden its exposure to the residential and commercial construction
market in the South region, in line with the geographic expansion plan of Jahu Residential and


In August 1
st

The objectives of the merger were (i) optimize and centralize the activities developed by GP Sul in the
Companys management, therefore, retionalizing the operations and consequently reducing costs; and (ii)

106
take advantage of the tax benefit resulting from the amortization of R$ 4.7 million generated in its
acquisition of at least five years, as from the 2011 fiscal year.

c. Unusual transactions or events

Over the past three financial years there were no unusual transactions or events.

10.4 Changes in accounting practices

a. Significant changes in accounting practices

Law No. 11,638 was enacted on December 28, 2007, and altered by Law No. 11.941, of May 27, 2008,
amending and introducing new provisions to Brazilian Corporation Law. The adoption of this law is
mandatory for annual financial statements for years ended December 1, 2008 and applicable to all entities
incorporated in the form of corporations, including listed companies. The main purpose of this law was to
amend the Brazilian Corporation Law to allow the process of convergence of the accounting practices
adopted in Brazil with those included in the International Financial Reporting Standards issued by the
International Accounting Standards Board (IASB) and allow new accounting rules and procedures are
dispatched by regulators and by the CVM in accordance with international accounting standards.
The changes in the Brazilian Corporation Law had the following principal impacts on the financial
statements of the Company:
(i) Financial instrumentsthe Company contracted derivative financial instruments in order to protect
transactions carried out in foreign currency. The derivative financial instruments were recognized
initially by their fair value; transaction costs, when directly attributable, were recognized in the result
of the year.
(ii) Present value adjustmentcertain short and long-term accounts receivable were adjusted to present
value, based on specific interest rates that reflect the nature of these assets considering the term,
risk, currency and prefixed receipt condition, based on the initial balance of the transition date as
permitted by the Brazilian Accounting Pronouncements Committee (CPC) Technical Pronouncement
13First-time Adoption of Law No. 11,638/07 and MP No. 449/08. The effects of the present value
adjustments arising from the first-time adoption of Law No. 11,638 and MP No. 449/08 were charged
to accumulated profit or loss, and those related to transactions carried out after this date with a
corresponding entry to the result for the year.
(iii) Financial leasethe assets acquired through a financial lease, leased to the respective financial
institutions by the Company, were recorded in property and equipment and the correspondent
balances payable, in Loans and financings.
(iv) Intangible assetscertain intangible assets existent in the Company, recognized before the first-time
adoption of Law No. 11,638 and Law No. 11,941, and that meet the specific requirements of CPC
Technical Pronouncement No. 04Intangible asset, were reclassified from the property and
equipment account group to the intangible assets specific account group.
Transitional Tax System
For purposes of calculating income tax and social contribution on net profit for the year 2008, Brazilian
companies could opt for Tax Regime Transition (Regime Tributrio de Transio-RTT), which allows the
corporation to eliminate the accounting effects of the Law 11,638, through records in the Book of
Calculation of Taxable Income (Livro de Apurao do Lucro Real-LALUR) or auxiliary, without any change
in bookkeeping. The choice of this scheme should be made upon presentation of the Declaration of Legal
Entities Income Tax of calendar year 2008.

107
The Company opted for the RTT in 2008. Consequently, for income tax and social contribution for net
income calculation purposes in 2010, 2009 and 2008, the Company used the prerogatives defined in the
RTT.
b. Significant changes in accounting practices.
The table below shows the significant effects on its financial statements arising as a result of recent
changes in accounting practices:

Significant changes in accounting practices
Changes

2008
Balance Sheet

Fixed assets
Property and equipment
1
(534)
Intangible assets
1
534

Shareholders Equity
Asset Valuation Adjustment
2
(58)
Asset Valuation Adjustment Stock option plan -

Statements of Operations
Present Value Adjustment - Long Term Accounts Receivable 311
Financial Leasing -
Stock option plan (805)
____________________________________
1 Variation as a consequence of transfer of the intangible assets account as a standalone line of permanent assets,
not covered by fixed assets.
2 Variation resulted by losses on financial instruments for protection (hedging).

The Company doent recognize effects that result from changes in accounting practices in its financial
statements for the years ended December 31, 2009 and ended December 31, 2010.

c. Significant changes in accounting practices

There were no qualifications or points relating to financial statements on the opinion issued by the
independent auditor.

10.5 The management shall indicate and comment on critical accounting policies adopted
by the issuer, by exposing mainly the accounting estimates made by management on
uncertain and relevant questions for description of the financial situation and the results,
which require subjective or complex judgments, such as: provisions, contingencies,
recognition of revenue, fiscal credits, long-term assets, useful life of non-current assets,
pension plans, conversion adjustments in foreign currency, recovery environmental costs,
standards for testing the recovery of assets and financial instruments.
Estimates and judgments used in the preparation of Financial Statements
The preparation of financial statements requires estimates for certain assets, liabilities and transactions.
To make these estimates, its management uses the best information available at the time of preparation
of financial statements, as well as the experience of past or current events, also considering assumptions
regarding future events. The financial statements therefore include estimates regarding the useful lives of
fixed assets, estimated recovery value of long-lived assets, provisions for contingent liabilities,
determination of provisions for income taxes, determining the fair value of financial instruments (active

108
and passive) and others. The result of the transactions and information upon realization may differ from
estimates.
Following is a discussion about what the Company considers relevant as accounting practices for the
presentation of Companys financial information.
(i) Cash and cash equivalents

Cash and cash equivalents are maintained to meet short-term cash commitments and not for investment
or other purposes. They include cash in hand, bank deposits, short-term, highly-liquid investments with
original maturities of three months or less, readily convertible into known amounts of cash and which are
subject to an insignificant risk of changes in value, and bank overdrafts.

(ii) Financial instruments

(a) Initial recognition and measurement

The Company classifies its financial assets in the following categories: (i)financial assets available for sale
and (ii)financing and receivables. The classification depends on the purpose for which the financial assets
were acquired.

Management determines the classification of its financial assets on initial recognition, the date on which it
becomes part of the contractual provisions of the instrument. Financial assets are initially recognized at
fair value plus direct transaction costs.

Purchases and sales of financial assets that require delivery of assets within a timeframe established by
regulations or market convention (regular purchases) are recognized on the trade-date - the date on
which the group commits to purchase or sell the asset. The Company's financial assets include cash and
cash equivalents, trade and other accounts receivable and marketable securities.

(b) Financial assets available for sale

The financial assets available for sale are non-derivatives, which are designated in this category or are not
classified in any other category. They are included in non-current assets unless management intends to
dispose of the investment within 12 months after the balance sheet date. The fair value variations of the
financial assets available for sale are charged to stockholders equity. The interests on those titles are
charged to the statements of income as finance income.

They comprise marketable securities with immediate liquidity with prime finance institutions and are
indexed by the Interbank Deposits Certificate - CDI with the interest being charged to the income
statement under "finance income" in the period in which they arise. Those marketable Securities book,
once entered by CDI, are substantially closed to the fair valor.

(c) Financing and receivables

This category comprises non-derivative receivables with fixed or determinable payments, not quoted in an
active market. They are included in current assets, except for maturities greater than 12 months after the
end of the reporting period. These are classified as non-current assets. The Company's loans and
receivables comprise trade and other receivables, judicial deposits and cash and cash equivalents,
excluding short-term investments. Loans and receivables are recorded at amortized cost, based on the
effective interest rate method.

(d) Impairment of financial assets at amortized cost

The Company assesses at the end of each reporting period whether there is objective evidence that a
financial asset or group of financial assets is impaired. A financial asset or a group of financial assets is
impaired and impairment losses are incurred only if there is objective evidence of impairment as a result

109
of one or more events that occurred after the initial recognition of the asset (a 'loss event') and that loss
event (or events) has an impact on the estimated future cash flows of the financial asset or group of
financial assets that can be reliably estimated.

The criteria that the Company uses to determine that there is objective evidence of an impairment loss
include:

(i) significant financial difficulty of the issuer or debtor;

(ii) a breach of contract, such as a default or delinquency in interest or principal payments;

(iii) it becomes probable that the borrower will enter bankruptcy or other financial reorganization;

(iv) the disappearance of an active market for that financial asset because of financial difficulties; or
observable data indicating that there is a measurable decrease in the estimated future cash flows from a
portfolio of financial assets since the initial recognition of those assets, although the decrease cannot yet
be identified with the individual financial assets in the portfolio, including:

- adverse changes in the payment status of borrowers in the portfolio;

- national or local economic conditions that correlate with defaults on the assets in the
portfolio. The Company first assesses whether objective evidence of impairment exists.

The amount of the loss is measured as the difference between the asset's carrying amount and the
present value of estimated future cash flows (excluding future credit losses that have not been incurred)
discounted at the financial asset's original effective interest rate. The carrying amount of the asset is
reduced and the amount of the loss is recognized in the income statement.

If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related
objectively to an event occurring after the impairment was recognized (such as an improvement in the
debtor's credit rating), the reversal of the previously recognized impairment loss is recognized in the
income statement.

(e) Hedging activities

Derivatives are initially recognized at fair value on the date a derivative contract is entered into and are
subsequently re-measured at their fair value. Changes in the fair value are recorded in the income
statement, except when the derivative is designated as cash flows hedge.

(e.1) Cash flows hedge

The Company documents, at the inception of the transaction, the relationship between the hedging
instruments and the hedged items, as well as its risk management objectives and strategy for undertaking
hedging transactions. The Company also documents its assessment, both at hedge inception and on an
ongoing basis, of whether the derivatives that are used in hedging transactions are highly effective in
offsetting changes in fair values or cash flows of hedged items.

The effective portion of changes in the fair value of derivatives that are designated and qualify as cash
flow hedges is recognized in equity. The gain or loss relating to the ineffective portion is recognized
immediately in the statement of profit and loss.

The gain or loss relating to the ineffective portion, when the forecast transaction that is hedged results in
the recognition of a non-financial asset (for example, fixed assets), previously deferred in equity is
transferred from equity and included in the initial measurement of the cost of the fixed asset. The
deferred amounts are ultimately recognized in profit and loss by depreciation of the fixed assets.

110

In the year from June 2009 to June 2010, the gain or loss related to the cash flow hedge was recognized
in profit or loss since the documentation described above had not been prepared.
The full fair value of a hedging derivative is classified as a non-current asset or liability, when the
remaining maturity of the hedged item is more than 12 months and as a current asset or liability when
the remaining maturity is less than 12 months.

(iii) Trade receivables

Receivables are recognized on an accrual basis at the time the service are provided and/or sale to the
customers. Trade receivables are recognized at fair value at the time of the sale , adjusted by the
provision for impairment of the accounts receivable. The provision for impairment is recorded when there
is objective evidence that the Company will not be able to collect all amounts due according to the
original terms of the accounts receivable. The amount of the provision is based on credit risk analysis,
which considers the individual situation of the customers, that of the economic group to which they
belong, the collateral for the debts and the opinion of its legal advisors.

(iv) Inventories

Inventories are stated at the lower of cost and net realizable value. Cost is determined using the
Weighted Average Cost method. Net realizable value is the estimated selling price in the ordinary course
of business, less applicable execution costs and selling expenses.

(v) Current and deferred income tax and social contribution

The income tax and social contribution expenses for the period comprises current and deferred tax.
Income tax is recognized in the income statement, except to the extent that it relates to items recognized
directly in equity or in other comprehensive income. In this case the tax is also recognized in equity or
comprehensive income.

The current income tax charge is calculated on the basis of the tax laws enacted in Brazil at the balance
sheet date, which is 15%, plus 10% on taxable income in excess of R$240, in the case of income tax, and
9% on taxable income in the case of a social contribution on net income. Management periodically
evaluates positions taken with respect to situations in which applicable tax regulations are subject to
interpretation and establishes provisions where appropriate on the basis of amounts expected to be paid
to the tax authorities.

Deferred income tax and social contribution is calculated on temporary differences arising between the
tax bases of assets and liabilities and their carrying amounts in the financial statements. The current tax
rates of 25% for income tax and 9% for social contribution are used to calculate deferred taxes.

Deferred income tax assets are recognized only to the extent that it is probable that future taxable profit
will be available against which the temporary differences can be utilized, taking into consideration
projections of future income based on internal assumptions and future economic scenarios which may,
therefore, be subject to change.

For purposes of determination of income tax and social contribution on net income, the Company opted
for the Transition Tax Regime - RTT, as established in Law 11.941/09, and follows the accounting criteria
laid down by Law 6,404/76, prior to the changes introduced by Law 11,638/07.

Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset
current tax assets against current tax liabilities and when the deferred income taxes assets and liabilities
relate to income taxes levied by the same taxation authority on either the taxable entity or different
taxable entities where there is an intention to settle the balances on a net basis.

(vi) Judicial deposits

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Judicial deposits are shown in monetarily update amounts and are presented as noncurrent assets.

(vii) Property, plant and equipment: own use and rental and operational use

The major part of the income of the Company is produced by equipment rental, whether through rental
only or rental together with assembly and disassembly.

Property, plant and equipment for the Company's use comprises mainly the facilities for storing
equipment, offices, improvements and furnishing and fittings required for these facilities.

Property, plant and equipment is recorded at historical cost, less accumulated depreciation and
impairment loss. Historical cost includes expenditure that is directly attributable to the acquisition of the
items.

Subsequent costs are included in the asset's carrying amount or recognized as a separate asset, as
appropriate, only when future economic benefits associated with the item are probable and the cost of
the item can be measured reliably. The carrying amount of the replaced part is excluded from the assets.
All other repairs and maintenance are charged to the income statement during the financial period in
which they are incurred.

Depreciation is calculated using the straight-line method, at the rates disclosed in Note 10, which take
into account the estimated useful and economic life of the assets. Land is not depreciated.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and
are included in operating income (loss).

The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at the balance
sheet date. The Company's appraisals and measurements of the useful lives used have proved to be
relatively accurate estimates of the actual wear on the equipment and assets

(viii) Intangible assets

Computer Software

Software is valued at cost, less accumulated amortization and impairment losses, if applicable.

Costs associated with maintaining and developing computer software programs are recognized as an
expense as incurred.

Computer software has an established useful life and is amortized over five years.

(ix) Goodwill

Refers to the goodwill determined on the acquisition of Jahu and Kina in relation to the difference
between the purchase price and the carrying value of the assets and liabilities. The goodwill is based on
future profitability and was amortized to December 31, 2008. Since January 1, 2009, the goodwill is
tested annually for impairment.

Goodwill is allocated to cash-generating units for the purpose of impairment testing. The allocation is
made to those cash-generating units or groups of cash-generating units that are expected to benefit from
the business combination in which the goodwill arose identified according to the operating segment.

(x) Impairment of assets

112
Property, plant and equipment and other non-current assets, including goodwill and intangible assets, are
tested annually for impairment, or whenever events or changes in circumstances indicate that the
carrying amount may not be recoverable. If this is the case, the recoverable amount is calculated to check
for impairment. An impairment loss is recognized for the amount by which the asset's carrying amount
exceeds its recoverable amount. The recoverable amount is the higher of an asset's net selling price and
the value of an asset in use. For the purposes of assessing impairment, assets are grouped at the lowest
levels for which there are separately identifiable cash flows (cash-generating units). Non-financial assets
other than goodwill that suffered impairment are reviewed for possible reversal of the impairment at each
reporting date.

(xi) Trade payables

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary
course of business from suppliers. Accounts payable are classified as current liabilities if payment is due
within one year or less (or in the normal operating cycle of the business if longer). If not, they are
presented as non-current liabilities.

Trade payables are recognized initially at fair value and subsequently measured at amortized cost using
the effective interest rate method. In practice, they are usually recognized at the amount of the related
invoice.

(xii) Provisions

Provisions are recognized when: the Company has a present legal or unformalized obligation as a result of
past events; it is probable that an outflow of resources will be required to settle the obligation; and the
amount can be reliably estimated.

The provisions for contingencies are recorded at the amount of probable losses, considering the nature of
each contingency (Note 15). Management, supported by the opinion of its legal advisors, understands
that the constituted provisions are sufficient to cover eventual losses with ongoing lawsuits. Monthly
charges are due on the provisions for contingencies using the correction index of the rate of the Special
System for Settlement and Custody ("Sistema Especial de Liquidao e Custdia - SELIC"). The provision
increments are recognized as operational expenses in the income statement.

A provision for onerous contracts is recognized when it is probable that the future economic benefits of
the contract will be lower than the unavoidable cost of meeting the contractual obligations. The provision
is measured at present value and at the lower of the estimated cost of terminating the contract and the
estimated net cost of maintaining the contract.

(xiii) Profit-sharing

Profit sharing is recognized throughout the year and paid in the following year. The amount distributed is
25% of the EVA (operating profit after tax), less interest on capital

(xiv) Share-based compensation

The Company offers employees and executives a compensation plan based on share options, converted
into common shares in the Company at the time of the initial public offer. Under this plan, the Company
receives services from the employees in exchange for the grant of the options. The fair value of the
options granted is recognized as an expense over the vesting period, which is the period over which all of
the specified vesting conditions are to be satisfied. At the balance sheet date, the Company reviews its
estimates of the number of options to which the rights should be acquired based on the conditions, taking
into account the impact of the review of the initial estimates, if any, on the statement of income, set
against stockholders' equity.

113
The proceeds received net of any directly attributable transaction costs are credited to share capital
(nominal value) and share premium when the options are exercised.

(xv) Loans and financing

Loans are recognized initially at fair value, and subsequently carried at amortized cost, that is, including
interest proportionate to the period, according to the contractual conditions agreed with each financial
institution. The calculation methodology for each loan follows the particular conditions of each contract,
using the effective interest rate method.

Fees paid on the establishment of loan facilities are recognized as transaction costs of the loan, and are
also recorded under finance expenses.

Management controls the balances of the loans on a monthly basis, using management controls, that
updates the financial indicators (interest rates) in accordance with each contract.

Loans and financing are classified as current liabilities unless the Company has an unconditional right to
defer settlement of the liability for at least 12 months after the balance sheet date.

(xvi) Leases

The Company leases certain property, plant and equipment. Leases of property, plant and equipment
which the group has substantially all the risks and rewards of ownership are classified as finance leases.

The leased asset is initially recognized at the lower of the fair value of the leased asset and the present
value of the minimum lease payments. Subsequently, the asset is recorded in accordance with the
pertinent accounting policy.

The balance of the finance lease account, presented under current and non-current liabilities, refers to
lease payments still outstanding.

(xvii) Foreign currency conversion

Foreign currency transactions are translated into reais using the exchange rates prevailing at the dates of
the transactions. Balance sheet amounts are converted at the exchange rates on the balance sheet date.
Foreign exchange gains and losses resulting from the settlement of such transactions and from the
translation of monetary assets and liabilities denominated in foreign currencies are recognized in the
income statement.

Foreign exchange gains and losses resulting from the settlement of such transactions and from the
translation at year-end exchange rates of monetary assets and liabilities denominated in foreign
currencies are recognized in the income statement, except when deferred in equity as qualifying cash
flows hedges.

(xviii) Capital stock

The Company's capital is divided into common shares with no par value.

Incremental costs directly attributable to the issue of new shares or options are shown in equity as a
deduction, net of tax, from the proceeds.

(xiv) Distribution of dividends and interest on capital

Distribution of dividends and interest on capital to the Company's stockholders is recognized as a liability
in the group's financial statements at year-end based on the Company's By-laws. Any amount that

114
exceeds the minimum required is only provided on the date it is approved by the stockholders at the
annual general meeting.

The tax benefit of interest on capital is recognized in the income statement.

(xv) Revenue recognition

Sales revenue is recognized when significant risks and benefits of ownership of goods are transferred to
the purchaser. The Company's policy of revenue recognition, therefore, is the date on which the product
is delivered to the purchaser.

Income from services rendered is recognized based on the services performed to the reporting date as a
percentage of the total services to be performed.

Rental income is recognized monthly in the income statement on a pro rata basis, using the straight-line
basis, in accordance with equipment rental agreements.

The Company separates the identifiable components of an agreement or group of agreements in order to
reflect the substance of the agreement or group of agreements, recognizing the revenue from each of the
elements in proportion to its fair value. Accordingly, the Company's revenue is divided into rental,
technical assistance, sales and indemnities/recovery of expense.

Interest income is recognized in proportion to the time elapsed, taking into consideration the outstanding
principal and the effective rate during the period to maturity, when this revenue will be credited to the
Company.

Revenue, expenses and assets are recognized net of taxes on sales.

(xvi) Earnings per share

Basic earnings per share are calculated by dividing the profit attributable to the controlling and minority
equity holders of the Company by the weighted average number of common shares in issue during the
period. Diluted earnings per share are calculated by adjusting the weighted average number of common
shares in issue to assume conversion of all dilutive potential common shares, in the periods presented,
pursuant to CPC 41 and IAS 33.

(xvii) New standards and interpretations not yet effective

The following standards and amendments to existing standards have been published and are mandatory
for the Company's accounting periods beginning on or after January 1, 2011, or later periods, but the
Company has not opted to adopted them earlier than required.

The main IFRS standards, amendments and interpretations published by the IASB, are set out below:

- Comparative IFRS 7 Disclosures for First-time Adopters - offers entities adopting IFRS for the first time
the same options allowed to current users of the IFRS in adopting the amendments to IFRS 7. It also
explains the transition rules for the amendments to IFRS 7.

- Improvements to IFRS 2010 - various improvements have been made to IFRS 2010. The changes
generally apply to annual periods after January 1, 2011, unless otherwise indicated. Early application,
although permitted by the IASB, is not available in Brazil.

115
- IFRS 9 Financial Instruments - issued in November 2009. The standard is the first step in the process
of substitution of IAS 39 "Financial Instruments: Recognition and Measurement". IFRS 9 introduces
new requirements for classification and measurement of financial assets. The standard does not apply
until January 1, 2013, but is available for early adoption.

- IAS 24 (revised), "Related Party Disclosures", issued in November 2009. Substitutes IAS 24, "Related
Party Disclosures", issued in 2003. IAS 24 (revised) is mandatory for periods beginning on or after
January 1, 2011. Full or partial early application is permitted. The revised standard clarifies and
simplifies the definition of a related party and removes the requirement for government-related entities
to disclose details of all transactions with the government and other government-related entities.

- Prepayment of a minimum fund requirement (Amendment to IFRIC 14) - the amendments correct an
unintentional consequence of IFRIC 14, IAS 19 - "The Limit on a Defined Benefit Asset, Minimum
Funding Requirements and their Interaction". Without the amendments, entities are not permitted to
recognize as an asset voluntary prepayments of minimum funding contributions. This was not the
intention when IFRIC 14 was issued, and the amendments correct this. The amendments are effective
in annual periods beginning January 1, 2011. Early application is permitted. The amendments should
be applied retrospectively to the first comparative period presented.

- Amendment to IAS 32, "Financial Instruments: Presentation - Classification of Rights Issues"- issued in
October 2009, the amendment is effective for annual periods beginning on or after February 1, 2010,
with earlier application permitted. The amendment addresses the accounting for rights issues
denominated in a currency other than the functional currency of the issuer. Provided certain conditions
are met, these share rights are now classified as equity, irrespective of the currency in which the
exercise price is denominated. Previously, the shares had to be accounted for as derivative liabilities.
The amendment applies retroactively, in accordance with IAS 8 "Accounting Policies, Changes in
Accounting Estimates and Errors".

- IFRIC 19, "Extinguishing Financial Liabilities with Equity Instruments" has been in effect since July 1,
2010. The interpretation addresses the accounting by an entity when the terms of a financial liability
are renegotiated and result in the entity issuing equity instruments to a creditor of the entity to
extinguish all or part of the financial liability (conversion of the debt). This requires recognition of a
gain or loss in profit or loss, measured as the difference between the carrying amount of the financial
liability and the fair value of the equity instruments issued. If the fair value is not reliably
determinable, the equity instruments should be measured at the fair value of the liability extinguished

The CPC has not yet issued pronouncements equivalent to the above-mentioned IFRSs, but is expected to
do so prior to the date on which they become mandatory. Early adoption of the pronouncements of the
IFRSs is conditional on prior approval in a regulatory act of the Brazilian Securities Commission.

The Company still has to estimate the total impact of these new standards, interpretations and
amendments to the standards on its financial statements, however, it does not expect significant impacts
as a result of adoption.
10.6 Internal controls

a. Efficiency of such controls, and any flaws and steps taken to correct them

The Companys management is responsible for establishing and maintaining adequate internal control
over financial through a process designed to provide reasonable comfort for the reliability of financial
reporting and the preparation of financial statements.

116
b. Weaknesses and recommendations on internal controls present in the report of the
independent auditor

No deficiencies or recommendations were submitted by the independent auditors in their report about the
effectiveness of internal controls adopted by the Company.

10.7 Public offerings for distribution of securities

In 2010, the Initial Public Offering of shares of the Company provided net proceeds of R$411 million,
which enabled the Company to expand its investments in all divisions to meet the growing demand in
markets where it operates and to settle higher cost debts.

According to the final prospectus of Initial Public Offering of shares of the Company, dated April 15
th
,
2010, the estimated allocation for resources from the IPO was R$254.8 million in acquisition equipment
and R$156.2 million in strategic acquisitions.

In the year ended December 31
st
, 2010, the Company invested R$333.9 million in equipment acquisition,
R$79.1 million, or 31%, higher than the amount estimated at the date of the prospectus for IPO but in
line with the investment budget of R$325.7 for acquisition of rental equipment for the year 2010, as
reported in the same prospectus.

On January 19th, 2010, the Company entered into a purchase and sale agreement to acquire 25% of the
voting and total capital of Rohr S/A Estrutura Tubulares for R$90 million. Rohr is a private company
specializing in access engineering and the provision of construction solutions.

On May 27th, 2011, io de 2011, the Company entered into a purchase and sale agreement to acquire
100% of the voting and total capital of GP Sul, one of the largest players in the suspended scaffold rental
market to residential and commercial construction in the state of Rio Grande do Sul, for R$ 5.5 million.

The resources used for strategic acquisitions to date totaled R$95.5 million, R$61.7 million, or 39%, less
than the amount estimated at the date of the prospectus for Initial Public Offering shares issued by the
Company.

Variations in the amounts realized in respect of the estimated values of proceeds from Initial Public
Offering shares issued by the Company are derived from the exploitation of market opportunities. Since
the growing demand in markets where the Company operates, the Company expands investments to
purchase rental equipment.

10.8 Managements comments on significant items not included in the balance sheet and
their effects on the consolidated financial statements

There are no significant items not included in the balance sheet of the Company.

10.9 Managements comments about the obligations not accounted in financial statements.

As described on item 10.8 there are no significant obligations not included on the financial statements of
the Company.

10.10 Management shall indicate and comment on key elements of the Company's business,
specifically exploring the following topics:

a. Investments, including: (i) quantitative and qualitative description of investments in
progress and forecasted investments; (ii) financing sources of investments and (iii) relevant
alienations in progress and forecasted alienations

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The Company plans to invest R$1.1 billion in the period between 2010 and 2012. The Company invested
R$348.5 million in 2010 and its investment budget for 2011 totals R$433 million.
The directors consider that the public offering of its shares, which provided us with net proceeds of R$411
million, and ability to generate cash from operations of the Company, together with its indebtedness, with
maximum leverage desirable of 1.0 time EBITDA on net debt, will be sufficient to finance its investment
plan of R$1.1 billion in the period between 2010 and 2012.
The Company plans its investment policy in accordance with its cash flow and credit availability in the
market. Exceptionally, for extraordinary capital disbursements, rely on capital investments from its
shareholders, as occurred in the acquisition of Jahu commented below. To ensure the necessary amount
of capital for the implementation of its investment plan, we constituted a statutory reserve, of which its
shareholders may allocate up to 75% of net income, provided that such reservation does not exceed the
limit of 80% of the capital. The Company presents below major investments made in the course of the
years ended December 31, 2008, 2009 and 2010, and highlight the investment budget for fiscal year
2011
Acquisition of Jahu Indstria e Comrcio Ltda.
Jahu Indstria e Comrcio Ltda., or Jahu Indstria, for R$60.1 million. Jahu Indstria was a provider of
engineering solutions and shoring, scaffolding and access equipment for use in residential and commercial
construction projects. The results of operations of Kina and Jahu Indstria have been included in its
combined financial statements from July 1, 2008. Kina and Jahu Indstria were merged into its company
on August 30, 2008, and established as its Jahu division.
Investments in 2008, 2009 and 2010
The Company experienced a period of rapid expansion in 2008, 2009 and 2010, due in large part to the
acquisition of Jahu Indstria and the launch of operations of its Equipment Rental division. Its principal
investments in this period are described below:
The Heavy Construction division invested R$66.5 million, R$23.5 million and R$74.3 million in 2008, 2009
and 2010, respectively, primarily in connection with the acquisition of shoring structures and industrialized
steel and aluminum formwork.
The Industrial Services division invested approximately R$29.4 million, R$4.6 million and R$25.0 million
during the years ended December 31, 2008, 2009 and 2010, respectively, primarily in the acquisition of
equipment and raw materials. These purchases included aluminum flooring, and third-party equipment
that had previously been rented by the division.
Jahu Division
Over the past three years, the Jahu Division invested mainly in shoring equipment, formwork and
suspended scaffolding and industrialized steel and aluminum formwork, having disbursed R$6.5 million in
2008, R$16.0 million in 2009 and R$104.0 million in 2010 .
In 2008, this division invested R$61.5 million to commence operations in the state So Paulo and to
continue to acquire new rental equipment. In 2009, the Company continued to implement its strategy of
expanding of its portfolio of aerial platforms and telescopic handlers, investing approximately R$30 million
in the acquisition of such equipment. In 2010, the Company continued to implement its plan of
geographic expansion, investing approximately R$130.6 million in the acquisition of new rental equipment

118
Investments Planned for 2011
The Company expects to invest a total of approximately R$400.3 million in 2011, primarily to expand the
geographic reach of the operations of the Jahu and Equipment Rental divisions, and to acquire additional
equipment for all of its divisions. The following table sets forth its planned investments for 2011 by
division.
Division Projects 2011
Investments
(in millions of R$)
Heavy Construction Acquisition of equipment, primarily shoring
structures and industrialized formwork.
39.9
Industrial Services Acquisition of equipment, primarily steel and
aluminum tubes, aluminum flooring and Mills
Lock Access systems and modules
24.8
Jahu Acquisition of equipment, primarily expanding of
its portfolio of shoring structures, industrialized
steel and aluminum formwork and suspended
access equipment
199.5
Equipment Rental Acquisition of equipment necessary to run its
new branches and to meet the demand for the
services rendered by existing branches.
128.9
All four divisions Acquisition of goods, materials and supplies for
the facilities used by each of our divisions, and
development and implementation of SAP,
integrated software of enterprise resource
planning (ERP) in the company.

7.2

Acquisition of interest in Rohr S/A Estruturas Tubulares
On January 19, 2010, the Company entered into a purchase and sale agreement to acquire 25% of the
voting and total capital of Rohr, a private company specializing in access engineering and the provision of
construction solutions, for R$ 90 million. This strategic acquisition will enable Mills to broaden its exposure
to the sectors it serves infrastructure, residential and commercial construction, oil & gas industry,
among others.

The net proceeds from the issuance of the commercial paper, held in march 2011, were used to finance
investments and rearrangement of cash balance after investments made in the fiscal year of 2011,
including the acquisition of 25% of the Rohr total capital stock;
In addition, part of the net proceeds obtained through the Companys first issuance of debentures, held
on April 18, 2011, were used for the redemption of all commercial papers, issued in March 2011, and
rearrangement of cash balance after investments made in the fiscal year of 2011, including the acquisition
of 25% of the Rohr total capital stock;
Acquisition of GP Sul
On May 27, 2011, the Company entered into a purchase and sales agreement to acquire 100% of the
voting and total capital stock of GP Sul, one of the largest players in the suspended scaffold rental market
to residential and commercial construction in the state of Rio Grande do Sul, for R$ 5.5 million. This
strategic acquisition will enable the Company to become the leader in the suspended scaffold rental
market in the state of Rio Grande do Sul and to broaden its exposure to the residential and commercial

119
construction market in the South region, in line with the geographic expansion plan of Jahu Residential
and Commercial Construction division.
The Company intends to finance its investments through (i) cash generated from its own activities, and
(ii) indebtedness.

b. Since it has already disclosed, indicate the purchase of plants, equipment, patents or
other assets that should materially affect the productive capacity of the Company

The Company has in its budget provided for the continued expansion of its operations, through the
purchase of equipment for part of which orders have already been made.

c. New products and services, by indicating: (i) description of researches in progress
already disclosed; (ii) total amounts paid by the issuer in researches for development of new
products or services; (iii) projects under development already disclosed and (iv) total
amounts paid by the issuer for the development of new products or services

Providing innovative solutions is a constant mark of its activities and a key aspect to retain its customers.
However the Company doesnt realize internally research and development. The Company visits the main
national and international fairs of the industrial equipment and construction annually to meet the major
technological innovations available to the industry in which the Company operates. Furthermore, the
Company visits the factories of leading national and international manufacturers of equipment and
construction sites around the world to assess the functioning and operation of advanced equipment
available for purchase.
The Company does not develop new products and services, so it doesnt incur expenses related to the
research and development. All the technology and innovation present in its equipment and offered to its
clients come from its suppliers. For this, the Company seeks to acquire or license new technologies from
third parties on acceptable terms in the domestic and international market, preferably with usual suppliers
with whom the Company seeks to establish long term partnerships. As an example of such partnerships,
the Company entered into a licensing contract in 1996 with the German company NOE Schaltechnik, to
produce and supply modular steel and aluminum panel formwork (replacing the wood) for the Brazilian
construction market, an innovation in the Brazilian market.
10.11 Management is expected to discuss and analyze other material factors that influenced
operating performance, which were not discussed under previous items in this section.

All factors that had a relevant influence on the Company's operating performance have already been
identified and commented in all other items of this section; thus, there are no other factors to comment
on.

120

11. PROJECTIONS

11.1 Identification of projections

Not applicable, as the Company does not disclose guidance.

121

11.2 Projection monitoring

Not applicable, as the Company does not disclose guidance.

122

12. GENERAL MEETING AND ADMINISTRATION

123
12.1 Administrative Structure

a. Responsibilities of each body and committee

BOARD OF DIRECTORS
The board of directors is a decision-making body responsible for both formulating and monitoring the
implementation of the general guidelines and policies of its business, including long-term strategies, and
appointing and supervising the executive officers.
In accordance with the Companys bylaws and the Novo Mercado Listing Rules, the board of directors
shall be comprised of a minimum of five and a maximum of 11 members. Members of the board of
directors are to be elected for a continuous two-year term at the General Shareholders meeting. Further,
such members may be reelected and removed from office at any time by a decision of the Companys
shareholders, at the General shareholders meeting.
Pursuant to the Brazilian corporate law and CVM Instruction No. 282, dated June 26, 1998, the minimum
percentage of voting capital required to adopt cumulative voting in publicly-held companies is 5%. If the
adoption of cumulative voting is not required, the directors will be elected by a majority vote of the
shareholders that are present, or represented by proxy. The CVM Board elected by majority on November
8, 2005 established that shareholders who, individually or collectively, represent at least 10% of the total
capital of publicly-held companies, are entitled to appoint a director and its substitute in separate voting.
In order to serve on its board of directors, the Novo Mercado Listing Rules requires all members to
execute a management compliance statement. Through the Compliance Agreement, new members of its
Board of Directors are personally responsible to act in accordance with the Novo Mercado, with the Rules
of the Arbitration Chamber and the Novo Mercado Listing Rules.
All the members of the Board of Directors must a sign a Consent Agreement of the Administrators, in
which their respective position will depend on the signing of the document. Through the Consent
Agreement, the Companys new members of the Board of Directors are personally responsible to act in
accordance with the Contract of Novo Mercado, Regulation of the Market Arbitration Chamber and the
Rules of the Novo Mercado.
Currently the Companys board of directors is comprised of seven members, of which six were elected at
Extraordinary General Meeting held on March 12, 2010, and one was elected at the Ordinary General
Meeting held on April 19, 2011. In the Extraordinary General Shareholders Meeting held on August 1
st
,
2011, was ratified, the election of Mr. Jorge Marques de Toledo Camargo as a member of the Companys
Board of Directors, as approved in the Ordinary and Extraordinary General Shareholders Meeting held on
April 19, 2011 and nominate him as Independent Director of the Company, under the Novo Mercado
Listing Rules of BM&FBOVESPA Bolsa de Valores, Mercadorias e Futuros. The members were elected for
a two-year term expiring on March 12, 2012. The table below indicates the name, age and title of the
board of directors.
Name

Age Title
Date of
First
Election
Date of Last
Election
Termo of
Office

Andres Cristian Nacht........... 68 Chairman 1998 03.12.2010 03.12.2012
Elio Demier.......................... 60 Vice Chairman 1998 03.12.2010 03.12.2012
Diego Jorge Bush................. 67 Director 1998 03.12.2010 03.12.2012
Jorge Marques de Toledo
Camargo
57 Director 2011 04.19.2011 03.12.2012
Nicolas Wollak...................... 49 Director 2007 03.12.2010 03.12.2012
Pedro Chermont............... 37 Director 2010 03.12.2010 03.12.2012
Pedro Malan...................... 68 Independent Director 2010 03.12.2010 03.12.2012

124
Pursuant to Brazilian corporate law, each of the directors shall hold at least one share issued by the
Company.
According to the Novo Mercado Listing Rules and the Companys bylaws, the companys board of directors
must have at least 20% independent members. Whenever the percentage of 20% mentioned above
results in fractional number of members, the number shall be rounded to reach a whole number: (i)
immediately above, if fractional number is equal to or higher than 0.5; or (ii) immediately below, if fractional
number is lower than 0.5. Since the Companys board of directors is composed of seven members, it should
have at least one independent director. The Independent director should be identified as such in the
minutes of the General Shareholders meeting that elects him. Currently Mr. Pedro Malan is the Companys
Independent director.
The decisions of the Companys board of directors are taken by a majority vote of the members that are
present. Under Brazilian corporate law, members of the board of directors are prohibited to vote in any
meeting ou General Meeting, on any matter or intervene in any transaction that would create a conflict of
interest between the Company and that board member.
EXECUTIVE BOARD
The Companys executive officers are responsible for the management of daily operations of the business
and for implementing the general policies and guidelines established by the board of directors.
The Brazilian corporate law provides that executive officers must reside in Brazil and that they may or
may not be shareholders of the company in which they serve. In addition, up to one-third of the members
of a companys board of directors may also serve as members of the board of directors.
The members of the board of executive officers are elected by the Companys board of directors for one-
year term and they may be reelected. Any executive officer may be removed by the board of directors
before the expiration of his or her term. According to the Companys bylaws, the board of executive
officers must be comprised of four to 11 officers, including one chief executive officer, one chief financial
officer and the remaining without specific designation.
All the members of the Board of executive officers must a sign a Consent Agreement of the
Administrators, in which their respective position will depend on the signing of the document. Through the
Consent Agreement, the Companys new members of the Board of executive officers are personally
responsible to act in accordance with the Contract of Novo Mercado, Regulation of the Market Arbitration
Chamber and the Rules of the Novo Mercado.
The table below indicates the name, age and title of the board of executive officers.
Name Age
Years in the
industry Title Election date
Termo of
office
Ramon Nunes Vazquez............. 58 32 Chief Executive Officer 02.09.2012 1 year
Erik Wright Barstad .............................. 55 33 Heavy Construction and Jahu Director 02.09.2012 1 year
Roberto Carmelo de Oliveira.......... 57 30 Industrial Services Division Director 02.09.2012 1 year
Frederico tila Silva Neves............. 54 14 Chief Financial and Administrative
Officer
02.09.2012
1 year
Alessandra Eloy Gadelha............... 37 7
(1]
Investor Relations Officer 02.09.2012 1 year
____________________________
(1)
Indicates years of experience in the Investor Relations department of Mrs. Alessandra Eloy Gadelha

FISCAL COUNCIL

Under the Brazilian Corporate Law, the Fiscal Concil is responsible for: (i) reviewing, by any of its members, the
actions of management and verify compliance with its legal and statutory duties; (ii) opine on management's
annual report, including in its opinion the additional information it deems necessary or useful to the General
Meeting decision; (iii) give their opinion on the administrations proposals, to be submitted to the General
Meeting, relating to changes in capital, issuance of debentures or warrants, capex plans or capital budget,
capital distribution, dividend distribution, transformations, incorporations, merger or split up; (iv) report, by any

125
of its members, to the administrators or, if they do not take the necessary action to protect the interests of the
company, to the general meeting, the mistakes, fraud or crimes they find out, and suggest necessary
measures to the company; (v) convene the ordinary shareholder meeting, if the administrative bodies delay for
more than one month calling, and extraordinary, whenever there are serious or urgent matters, including in
the agenda the subjects they deem relevant; (vi) analyze, at least quarterly, the balance sheet and other
financial statements periodically prepared by the company; (vii) review and give an opinion on the financial
statements of the fiscal year; and (viii) exercise those powers during the settlement, in view of the special rules
that govern it.
According to the Company's Bylaws, the Fiscal Council does not work on a permanent basis, being installed in
the fiscal years in which there is the request of shareholders, and will consist of three members and an equal
number of alternates, shareholders or not, resident in Brazil and elected at the general meeting.
All new members of the Fiscal Council must sign a Fiscal Council Compliance Statement, conditioned on
possession in their respective offices the signing of this document. Through the Compliance Agreement, new
members of its Board of Directors are personally responsible to act in accordance with the Novo Mercado, with
the Rules of the Arbitration Chamber and the Novo Mercado Listing Rules.
At the the Ordinary and Extraordinary General Meeting held on April 19, 2011, the Company's shareholders
have requested the installation of the Fiscal Council and elected three members and three alternates.
The table below presents name, age and title of the Fiscal Council members:
Name

Age Title
Year of
First
Election
Year of Last
Election

Rubens Branco da Silva 61 President 2011 2011
Fabiana Alfradique de Oliveira 26 Substitute 2011 2011
Eduardo Botelho Kiralyhegy 32 Member 2011 2011
Maria Cristina Pantoja da Costa Faria 34 Substitute 2011 2011
Mauricio Rocha Alves de Carvalho 49 Member 2011 2011
Peter Edward Cortes Marsden Wilson 35 Substitute 2011 2011

ADVISORY COMMITTEE

The Companys Board of Directors approved, in a meeting held in September 2010, the establishment of
the Human Resources Committee, to support in its functions, aiming to improve the decision making
process and to sustain the execution of Mills growth plan.
The Human Resource Committee will: (a) supervise and support the elaboration, planning and execution
of strategies that enable the company to attract and retain talents, as well as to improve the work
environment, and (b) submit proposal for the remuneration of Mills executive officers for analysis and
approval of the Board of Directors.

The Board of Directors appointed Elio Demier (Vice-Chairman of Mills Board of Directors), Ramon Nunes
Vazquez (Mills CEO) and Cristinna Rebello (Mills Human Resources Officer) to the Human Resource
Committee.

The committee is non-permanent and therefore can be either created or extinguished anytime by the
Board of Directors.
b. Date of formation of Fiscal Council and Committees

The Companys Board of Directors approved, in a meeting held in September 15, 2010, the establishment
of the Human Resources Committee, to support in its functions, aiming to improve the decision making
process and to sustain the execution of Mills growth plan.

126
As a request of the Companys shareholders, the Fiscal Council was installed and its members and
respective alternates were elected at the Ordinary and Extraordinary General Meeting held on April 19,
2011.

c. Mechanisms for evaluating the performance of each body or committee

The activities from the Executive Officers are supervised and evaluated by the Board of Directors, whose
performance is an object of appreciation by its shareholders.

Until the end of 2010, the Company did not adopt mechanisms or pre-set avaliation methods to measure
the performance of its Administration. In 2011 a Performance Management Program was established,
aiming to map the competence gaps and guide the development programs to improve the attributes that
lead to high performance, and establish and evaluate individual goals.

For compensation and calculation purposes of the aggregated economic value that will determine the
output participation, the organs of its Administration are, jointly with its employees, evaluated based on
the results obtained by the Company.

d. Responsibilities and individual powers of the Executive officers

Is the responsibility of the Chief Executive Officer: (i) to convene and chair meetings of the Executive
Officers meetings; (ii) to maintain permanent coordination between the Executive Board and the Board of
Directors; (iii) To Comply with and enforce, within his authority, these Articles provisions and the
resolutions made by the Executive Board, Board of Directors and Shareholders Meetings.

The Director of Investor Relations is responsible: (i) release and inform CVM and BM&FBOVESPA, if
necessary, any act or relevant fact occurred or related to the Companys business. As well as, ensure the
immediate dissemination, simultaneously in all markets where such securities are negotiated, besides
other duties established by the Board of Directors; (ii) provide information to the investors; and (iii) keep
the registration of the Company in accordance with the applicable rules of the CVM.

The remaining Directors will have the assignments that may be established by the Board of Directors
upon his election, as set forth in the Company's Bylaws.

e. Mechanisms for evaluating the performance of the Board of Directors, committees and
the Executive Board

See item 12.1(c).

12.2 Description of rules, policies and practices with respect to general meetings

a. Notification

Brazilian Corporate Law for listed companies requires that all general shareholders meetings are convened
after three publications of the same in the Federal Gazette (Dirio Oficial da Unio) or of the State in
which the company is based, as well as in another newspaper with a wide circulation. The Companys
publications are currently placed in the Rio de Janeiro State Gazette (Dirio Oficial do Rio de Janeiro), the
official means of communication used by the state government of Rio de Janeiro, as well as in the daily
newspaper in Rio de Janeiro, Valor Econmico, with the first call made at least 15 days before the
meeting, and the second eight days before, as stipulated in its bylaws. However, the CVM can, in
specified circumstances, determine that the first call for a general shareholders meeting be made with 30
days prior notification from the date on which the documents related to the issues to be decided upon are
made available to shareholders.

b. Powers

127

Without prejudice to the other matters provided for by law, General Shareholders Meeting solely shall:
Appreciation of the Managements Report, the Managements accounts, the Companys Financial
Statements and the independent auditors report;
- Approval of the capital budget;
- Approval of the Managements Proposal for the Allocation of Net Income;
Make amendments to the By-Laws;
- Establishment of the remuneration of the Senior Management of the Company;
assign bonus shares and decide on possible share reverse splits and splits;
Elect and dismiss members of the Board of Directors;
Elect and dismiss members of the Fiscal Council, if installed;
Establish plan for granting call option or subscription for shares to directors and employees of the
Company and its subsidiaries;
resolve on the cancellation of open capital company registration before the Brazilian Securities and
Exchange Commission, under Chapter VII of the By-Law;
Resolve, under Chapter VII of the By-Law, on the delisting from the Novo Mercado; and
select among the companies indicated in a triple list by the Board of Directors, a specialized company
to be responsible for elaborating an appraisal report of the company shares in the event of cancellation
of company registration with the CVM and its delisting from the Novo Mercado.

c. Addresses (physical or electronic) at which documents relating to the General Meeting
shall be available to shareholders for their review

The documents related to the issues to be decided upon at the general shareholders meeting will be
available to shareholders at the Companys headquarters, located at: Avenida das Amricas 500, bloco 14,
loja 108 e salas 207 e 208, Barra da Tijuca, CEP 22640-100, Cidade e Estado do Rio de Janeiro.

Electronic: www.mills.com.br; www.cvm.gov.br; www.bmfbovespa.com.br

d. Identification and handling of conflicts of interests

See item 16.3 for a description of the mechanisms the Company uses to avoid and mitigate conflicts of
interest.

e. Request for power-of-attorney by the directors to exercise voting rights
Requests for power of attorney and proxy are based on the legal and regulatory requirements. To date,
its management has never made any public request for power of attorney or proxy.

f. Necessary formalities to accept powers-of-attorney granted for shareholders,
indicating if the Company receives powers from shareholders electronically

Subject to the provisions of Article 126 of Law 6404/76, to shareholders who are represented by proxy,
are requested to deliver at the Companys headquarter the documents that prove the powers of the legal
representative, preferably with advance of 2 (two) days from the date of the Meeting.

128
As defined in the Companys bylaws, shareholders may be represented at General Meetings of the
Company by a proxy appointed less than 1 year, who is a shareholder or officer of the Company, attorney
or financial institution. The supporting document evidencing his commission shall be filed with the
Companys registered office within the maximum period of 48 hours before the date scheduled for each
General Meeting.

The Company does not accept powers of attorney granted by electronic means.

g. Internet forums and pages for shareholders comments relating to minutes

The Company does not keep Internet forums and pages for shareholders to receive and share
comments relating to minutes.

h. Transmission of meetings by live video or audio

The Company does not transmit meetings by live video or audio.

i. Mechanisms allowing for inclusion of shareholders proposals

There are no mechanisms allowing for the inclusion of shareholders proposals.

12.3 Dates of Newspaper Publications

2010 2009 2008

Date(s) of
Newspaper
publication Publicated Newspaper
Date(s) of
Newspaper
publication
Publicated
Newspaper
Date(s) of
Newspaper
publication
Publicated
Newspaper
Notice to shareholders announcing
the availability of the Financial
Statements
- DOE-RJ
Valor Econmico RJ

General Shareholders Meeting
Convening Notice
03/18/2011 DOE-RJ
Valor Econmico RJ

Minute of the General Shareholders
Meeting
06/10/2011 DOE-RJ
Valor Econmico RJ
04/16/2010 DOE-RJ
Monitor
Mercantil
05/14/2009 DOE-RJ
Monitor
Mercantil

Financial Statements
03/17/2011 DOE-RJ
Valor Econmico RJ
03/05/2010 DOE-RJ
Monitor
Mercantil
04/29/2009 DOE-RJ
Monitor
Mercantil
_______________________

12.4 Board rules, policies and practices

The Board of Directors shall consist of a minimum of five (5) and a maximum of eleven (11) members, all
shareholders, of which 20% shall be independent, elected at a General Meeting for a unified 2 (two)-year
term of office and who may be reelected. In the event of a fractional number of directors as a result, due
to the compliance with this percentage, the fractional number shall be rounded off to: (i) the next higher
whole number, where the fraction is equal or higher than 0.5 (five tenths); or (ii) next lower whole
number, where the fraction is lower than 0.5 (five tenths).

a. Frequency of meetings

The Board of Directors holds ordinary meetings once a month, and extraordinary meetings, whenever
corporate interests so require.

b. Shareholder provisions establishing voting restrictions on members of the Board of
Directors

129

Does not exist

c. Identification rules and handling of conflicts of interest

See item 16.3.

12.5 Description of binding clause, if applicable, in the bylaws for the resolution of conflicts
by and between shareholders and the Company through arbitration

Under article 47 of the By-Law,the Company, its shareholders, managers and members of the Fiscal
Council obligate themselves to resolve, through arbitration, before the Market Arbitration Chamber, any
and all disputes or controversies that may arise among them, related to or arising in particular from the
application, validity, effectiveness, interpretation, breach and sequelae, of the dispositions contained in
the Brazilian Corporations Law, the By-Laws, the standards issued by the National Monetary Council, the
Central Bank of Brazil and the CVM, as well as other standards applicable to the functioning of the capital
markets in general, beyond those contained in the Novo Mercado Rules, the Sanctions Regulation, the
Contract for Participation in the Novo Mercado and the Arbitration Rules of the Market Arbitration
Chamber, and the parties may, under such Rules, choose by common accord another arbitration chamber
or center to resolve their disputes.

12.6 Administration and members of the Fiscal Council

Board of Directors

The Companys board of directors is currently comprised of seven members, elected at the Extraordinary
Shareholders Meeting held on March 12, 2010 and at the Ordinary and Extraordinary Shareholders
Meeting held on April 19, 2011. The directors were elected for a two-year term expiring on March 12,
2012.

The table below indicates the name, age, and title of the board of directors.

Name

Age Profession CPF Title
Date of
Last
Election
Starting
Date
Term of
Office
Other
Positions
Elected by
the
Controller

Andres Cristian Nacht 68 Business
Administration
098.921.337/49 Chairman 03.12.2010 03.15.2010 3.12.2012 No Yes
Elio Demier 60 Bachelor of
Social
Communication
260.066.507-20 Vice Chairman 03.12.2010 03.15.2010 3.12.2012 No Yes
Diego Jorge Bush 67 Business
Administration
060.903.038-87 Member 03.12.2010 03.15.2010 3.12.2012 No Yes
Nicolas Wollak 49 Executive 057.378.217-22 Member 03.12.2010 03.15.2010 3.12.2012 No Yes
Pedro Chermont 37 Engineer 023.120.657-70 Member 03.12.2010 03.15.2010 3.12.2012 No Yes
Pedro Malan 68 Economist 028.897.227-91 Independent
Member
03.12.2010 03.15.2010 3.12.2012 No Yes
Jorge M. T. Camargo 56 Geology and
Physical
114.400.151-04 Independent
Member
04.19.2011 05.04.2011 3.12.2012 No Yes

Board of Executive Officers

The Companys executive officers are the legal representatives and are principally responsible for the day-
to-day management of the business and for implementing the general policies and guidelines established
by the board of directors.
According to the Brazilian Corporate Law, each member of the executive board should be resident in the
country, and may or may not be a shareholder. In addition, up to a maximum of one-third of the positions
of the board of executive officers may be occupied by members of the board of directors.

130
The members of the Companys board of executive officers are elected by the board of directors for one-
year terms and they may be reelected. Any executive officer may be removed by the board of directors
before the expiration of his or her term. According to the Companys bylaws, its board of executive
officers must be comprised of four to 11 officers, including one chief executive officer, one chief financial
officer and the others without specific designation.
All new members of the Board of Executive Officers must sign a Statement of Consent of Directors,
conditioned on possession in their respective positions to the signing of this document. By this Consent
Agreement, the companys new management is personally committed to act in accordance with the
Participation Agreement of the Novo Mercado, Arbitration Rules of the Market Arbitration Committee and
the Rules of the Novo Mercado.
The table below shows the name, age, years of experience, position, date of election and term of the current
members of the Companys board of executive officers.

Name

Date of
Last
Election
Starting
Date
Term of
Office
Other
Positio
ns
Elected by
the
Controller

Ramon Nunes
Vazquez
58 Engineer 336.997.807-59 Chief Executive
Officer
02.09.2012 02.09.2012 Until
2013
Sharehol
ders
Meeting
No Yes
Erik Wright
Barstad
55 Engineer 012.491.708-93 Heavy
Construction and
Jahu division
Officer
02.09.2012 02.09.2012 Until
2013
Sharehol
ders
Meeting
No Yes
Roberto
Carmelo de
Oliveira
57 Business
Administration
399.935.827-00 Industrial
Services division
Officer
02.09.2012 02.09.2012 Until
2013
Sharehol
ders
Meeting
No Yes
Frederico
tila Silva
Neves
54 Engineer 595.166.407-10 Chief Financial
Officer
02.09.2012 02.09.2012 Until
2013
Sharehol
ders
Meeting
No Yes
Alessandra
Eloy Gadelha
37 Engineer 021.092.597-36 Investor
Relations Officer
02.09.2012 02.09.2012 Until
2013
Sharehol
ders
Meeting
No Yes

Fiscal Council

In the ordinary and extraordinary general shareholders meeting held on April 19, 2011, the Company's
shareholders requested the installation of the Fiscal Council and appointed three members and their
alternates.
The table below shows the name, age and title of the members of the Fiscal Council.
Name

Age Title
Year of First
Election
Year of Last
Election

Starting Date

Rubens Branco da Silva 61 President 2011 2011 05.04.2011
Fabiana Alfradique de Oliveira 26 Alternate 2011 2011 05.04.2011
Eduardo Botelho Kiralyhegy 32 Member 2011 2011 05.04.2011
Maria Cristina Pantoja da Costa Faria 34 Alternate 2011 2011 05.04.2011
Mauricio Rocha Alves de Carvalho 49 Member 2011 2011 05.04.2011
Peter Edward Cortes Marsden Wilson 35 Alternate 2011 2011 05.04.2011

131

12.7 Provide information mentioned in item 12.6 related to the members of the statutory
committees, as well as audit, risk financial and remuneration committees even if such
committees or structures are not statutory

Human Resources Committee

Name

Date of Last
Election Starting Date
Other
positions
Elected by
Controlling
Shareholder

Ramon Nunes
Vazquez
57 Engineer 336.997.807-
59
Chief Executive
Officer
09.15.2010 09.15.2010 Yes Yes
Elio Demier 60 Bachelor of Social
Communication
260.066.507-
20
Vice Chairman of
the Board of
Directors
09.15.2010 09.15.2010 Yes Yes
Cristinna
Rebello
56 Business
Administration
401.196.377.
15
Non Statutory
Human
Resources
Director
09.15.2010 09.15.2010 Yes Yes

12.8 Summary of the business experience, activities and areas of expertise of members of
administration and Fiscal Council

12.8.1 Board of Directors
Andres Cristian Nacht has been the Chairman of the Companys board of directors since 1998. The son of
Mr. Jose Nacht, one of the founders of the Company, Mr. Nacht has a degree in Engineering from
Cambridge University, England. In 1965, Mr. Nacht joined GKN, a British engineering company, where he
worked for three years, holding engineering posts in the UK. In 1967, has worked for one year as
Engeneer in Echafaudages Tubulaires Mills from France. Mr. Nacht became a director of the company in
1969 and was appointed managing director in 1978, a position he held until 1998 when he became the
Chairman of the Board of Directors.
Elio Demier is a graduate of Social Communication from the Fluminense Federal University. He also holds
an MBA from the Institute of Post-Graduation and Research in Administration of the Rio de Janeiro
Federal University. He served as the Companys chairman from 1998 to 1999 and has been a member of
the Companys board of directors since 1998. Mr. Demier was President of the Bomtexto Publisher,
company in the book publishing business located in Rio de Janeiro.

Diego Jorge Bush is a graduate in Business Administration from Yale University in 1967 and also holds an
MBA from Harvard Business School in 1971. Having worked as Chairman of the Boston Finance, Boston
Distributor and Boston Leasing, companies connected to the Bank Boston, an office he held until 1973.
After leaving Boston bank, Mr. Bush founded a specialist finance brokerage company, Edim Comercial e
Imobiliria Ltda., which he manages to-date. Between 1988 and 1996 he has been Chairman of So Paulo
Alpargatas S.A. Mr. Bush has been a member of the Companys board of directors since 1998.

Nicolas Wollak has been a member of the Companys Board of Directors since 2007. Graduated from
Harvard University, Mr. Wollack is a founder of the Axxon Group in Brazil, where is Managing Partner
since 2001. Mr. Wollak has nearly 20 years of private equity investment experience having already been a
partner of BISA fund (Argentina) prior to founding the Axxon Group. Current chairman of the board of
directors from Guerra S.A (manufacturer of road implements), member of Luxxon S.A., which controls
Aspro Ltda (manufacturer of compressed natural gas), director of MV Investimentos S.A. (investment
vehicle which controller of the franchise network of Mundo Verde), and also a member of the Deliberative
Board of the Brazilian Private Equity Association (ABVCAP). In the past five years, Mr. Wollack has been
(i) managing partner of the Axxon Group in Brazil, as one of the responsible for its investments in their
Investment Funds, (ii) Chairman of the Board of Director from Guerra S.A (as described above) since July

132
2008 until the present date, (iii) director in MV Investimentos S.A. (as described above) since August
2009 until the present date, (iv) member of the Deliberative Board from ABVCAP since March 2010 until
the present date, (v) member of the Board of Directors from Luxxon S.A (as described above) since
December 2007 until the present date, and (vi) member of the Board of Directors from Lupatech S.A.
(equipment and services supplier mainly for the oil and gas industry) sinde March 2005 until October
2007.
Pedro Chermont has a degree in Civil Engineering from PUC-RJ and is the funding partner and portfolio
manager of Leblon Equities Gesto de Recursos funds. Mr. Chermont has 15 years of experience in the
Brazilian equity market, having worked 13 years at Investidor Profissional, one of the first independent
asset management companies in Brazil, where he managed funds that amounted to approximately U.S $
1.5 billion. Current chairman of the Board of Directors of BR Home Centers, retail company in the building
material sector, and a member of the Board of Directors of Companhia Brasileira de Distribuio (CBD),
which is the holding company of Po de Acars group. Mr. Chermont has served as a member of the
Companys Board of Directors between July 9, 2007 and August 20, 2008, returning as a member in 2010.
In the last five years, Mr. Chermont has been: (i) co-founder of Leblon Equities, being responsible for the
investments of its funds (since September 2008), (ii) partner of Investidor Profissional, where he was also
responsible for investments its investment funds, (iii) member of the Board of Directors of BR Home
Centers (from May 2009 onwards), and (iv) member of the Board of Directors of the Companhia Brasileira
de Distribuio, described above (from August 2009 until the present date), beyond the participation of
the Board of Directors from Globex and Ponto Frio.com.
Pedro Malan obtained a degree in electrical engineering in 1965 from Polytechnic School at Pontifical
Catholic University of Rio de Janeiro (PUC-RJ). He holds a Ph.D. in economics from the University of
Berkeley. Mr. Malan is a professor at the Department of Economics at PUC-RJ, has published essays and
articles in economic journals and books, both in Brazil and abroad and is a member of the Board of
Trustees of the IFRS Foundation. He served as Brazils Minister of Finance from 1995 to 2002. President
of the Central Bank of Brazil from 1993 to 1994. Special Counsel and Chief External Debt Negotiator of
the Ministry of Finance from 1991 to 1993. Executive Director of the World Bank from 1986 to 1990, and
again from 1992 to 1993. Executive Director of the Inter-American Development Bank from 1990 to 1992.
Director of the Center of Transnational Corporations in New York from 1983 to 1984. Director of the UN
Department of International Economic and Social Affairs in New York from 1985 to 1986. Mr. Malan has
been an independent member of the board of director since March 2010. In the last five years, Mr. Malan
has been a member of the board of directors of Souza Cruz S.A. (since March 2010), chairman of the
advisory board of Unibanco-Itau (since august 2009), member of the board of directors of OGX (since
2008), member of the board of directors of EDP Energias do Brasil (since 2004), has been a member of
the board of directors of Globex Ponto Frio (since 2004) and Chairman of the board of directors of
Unibanco (from 2004 until 2008).
Jorge M. T. Camargo has been for 35 years in the oil industry. Obtained a degree in geology from the
University of Brasilia and masters degree in geophysics from the University of Texas, worked 27 years in
Petrobras in Brazil and abroad, holding various technical and management positions in the Exploration
Department, as well as Superintendent of the Rio Grande do Norte and Cear Exploration Districts,
General Manager of Petrobras in the UK and a member of the Executive Board as Director of the
International Sector. Over the past eight years, worked for Statoil, initially as Vice-President at the
headquarter in Stavanger, Noruega, and later as president of Statoil in Brazil. In 2010 redirected his
professional activities to consulting, corporate boards, serving currently as consulting in Satatoil and in the
boards of Karoon Oil and Gas, Deepflex, Energy Ventures, Iposeira O&G and the Brazilian Oil Institute
(IBP).
Over the past five years, none of the members of our Board of Directors has suffered any (a) criminal
conviction; (b) conviction in an administrative proceeding of CVM; or (c) any conviction that has become
final in the judicial or administrative area, that has suspended or disqualified our members of the practice
of professional or commercial activity whatsoever.

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12.8.2 Board of Executive Officers
Ramon Nunes Vazquez has been the Companys Chief Executive Officer since 2009, returning to the
Company in 2007 as the Rental Division Director, after more than six years serving as Chief Executive
Officer of Solaris Equipamentos e Servios Ltda, an equipment rental company. Mr. Vazquez has over 30
years of experience in our business sector, graduated in Civil Engineering from the Rio de Janeiro Federal
University (UFRJ) and with a degree in Marketing from Pontifcia Universidade Catlica do Rio de Janeiro
(PUC/RJ). Mr. Vazquez also holds an MBA in Marketing from PDG/RJ. Over the past five years, Mr.
Vazquez was CEO of Solaris, whose activities are stated above (until 2007), served as our Rental Division
Director (2007 to 2009) and the Companys Chief Executive Officer (from 2009 to the present date).
Erik Wright Barstad has been executive officer responsible for the Heavy Construction and Jahu divisions
since 1998 and has over 32 years experience in this market. He has a degree in Civil Engineering from the
Mackenzie Presbyterian Faculty of So Paulo and a degree in Marketing from PUC/RJ. Mr. Barstad also
holds an MBA from PDG/RJ. On the past five years, Mr. Barstad was our Construction Division Officer, and
since 2008 responsible for our Jahu Division.

Roberto Carmelo de Oliveira has been the executive officer responsible for the Industrial Services division
since 1999. He has a degree in Civil Engineering from Souza Marques University. Mr. de Oliveira holds an
Executive MBA from PDG/IBMEC and obtained a specialization diploma from the Trevisan Business School
of So Paulo. For two years Mr. Oliveira worked at Ecia Irmos Arajo Engenharia e Comrcio Ltda,
followed by five years at the technical division of Construtora Norberto Odebrecht S.A. In 1981, Mr.
Carmelo de Oliveira began working at the company as an engineer and today he has 29 years of
experience in that sector. In the last five years, Mr. Oliveira Mr. Oliveira has been an Officer of the
Company, responsible for the Industrial Services Division, formerly Division Maintenance, renamed
Industrial Services Division since 2008.

Frederico tila Silva Neves has a degree in Civil Engineering from the Rio de Janeiro Federal University
and in 1984 was awarded a Masters Degree in Business Administration by the Institute of Post-
Graduation and Research in Administration (COPPEAD) of the Federal University of Rio de Janeiro. Mr.
Neves worked for six years at large multinational companies in the industrial and financial sectors, before
before joining Ceras Johnson Ltda. as controller in 1990. Mr. Neves also became the Companys Chief
Financial Officer, and until 2010, he was also the Investor Relations Offiver.

Alessandra Eloy Gadelha has a bachelors degree in chemical engineering from the Universidade Federal
do Rio de Janeiro (UFRJ) and a masters degree in Business Administration from Rensselaer Polytechnic
Institute, located in the state of New York, in the US. In the past five years, Mrs. Gadelha worked in the
Investors Relations department at Vale S.A., before coming to the Company to become the Investor
Relations Officer since July 2010.

Over the past five years, none of the members of our Board of Executive Officers has suffered any (a)
criminal conviction; (b) conviction in an administrative proceeding of CVM; or (c) any conviction that has
become final in the judicial or administrative area, that has suspended or disqualified our members of the
practice of professional or commercial activity whatsoever.

12.8.3 Fiscal Council
Rubens Branco da Silva obtained a degree in Law from the Federal University of Rio de Janeiro (UFRJ)
and in Accounting by the Accounting and Administrative School Moares Junior. He worked professionally
at Arthur Andersen for 29 years, being 20 years as an associate responsible for the Tax and Legal area.
Currently a member of the Advisory Board of the SR-Rating, the American Chamber of Commerce for
Brazil-Rio de Janeiro, and the Board of Mediation and Arbitration of Rio de Janeiro. He is also a member
of the Brazilian Institute of Financial Executives (IBEF), Brazilian Association of Financial Law (ABDF) and
the International Fiscal Association (IFA), the Chamber of Commerce and Industry Brazil-Germany (AHK),

134
Business Council of Commerce Association of RJ (ACRJ) and a vowel from the Board of Commerce of the
State of Rio de Janeiro. He is currently a partner at the Branco Tax Consultants Ltda.

Eduardo Botelho Kiralyhegy graduated in Law from the Candido Mendes University, a member of the
Brazilian Lawyers Association, and founding partner of the Negreiro Office, Medeiros & Kiralyhegy
Lawyers, in Rio de Janeiro, specializing in Tax Law, Administrative and Regulatory. Currently a member of
the Special Committee of Tax Issues of the Brazilian Lawyers Association, the Special Committee of the
Federal Justice of the Brazilian Lawyers Association, the Brazilian Academy of Tax Law, and the Brazilian
Association of Financial Law and the International Fiscal Association.

Mauricio Rocha Alves de Carvalho is a graduate in Mechanical Engineering from Pontifical Catholic
University of Rio de Janeiro (PUC) and master in business administration from the Wharton School -
University of Pennsylvania, with certifications in CFA, CNPI and IBGC. Member of the Board of Directors of
Network 1 and Tupy S.A., vice-president of CFA Society of Brazil, technical director of Apimec-SP and
member of IBGC.

Fabiana Alfradique de Oliveira holds a law degree from the Rio de Janeiro State University (UERJ) and a
postgraduate degree in Tax Law and Financial Law from the Feral University Fluminense (UFF). She is
also senior manager of the Branco Tax Consultants.

Maria Cristina Pantoja da Costa Faria graduated in law from the Pontifical Catholic University of Rio de
Janeiro (PUC), specializing in corporate finance for lawyers by the Foundation Institute of Management
from the University of So Paulo, and earned her masters degree in executive management of insurances
at IBMEC. Member of the Brazilian Lawyers Association. Currently a member of the Negreiro Office and
Medeiros & Kiralyhegy Lawyers.

Peter Edward Cortes Marsden Wilson is a graduate in business administration from the Getulio Vargas
Foundation (So Paulo) and Master in Economics, Business Administration and Finance from the Getlio
Vargas Foundation (So Paulo). Worked as an analyst, trader, controller, and a portfolio manager in the
Banque Nationale group of Paris. He was a portfolio manager for Globalvest Management LP / Latinvest
Asset Management for two years, and Ourinvest Asset Management Ltd. for another two years. Was
investment director of the Dartley Bank & Trust (Nassau) for a year. Currently a member of the Board of
Directors from PHI Capital Management, specializing in portfolio management and corporate finance.

12.9 Relationship (as a spouse or significant other) or relationship to the second
degree between:

a. Members of the Board of Directors, Executive Board and Fiscal Council

None

b. (i) members of the Board of Directors, Executive Board and Fiscal Council and (ii)
members of management of entities controlled by Mills, either directly or indirectly

None

c. (i) members of management of entities controlled by the company, either directly or
indirectly; and (ii) Millss direct or indirect controlling shareholders

Administrator of the Company or Controlled Company:

- Name: Andres Cristian Nacht / CPF: 098.921.337-49
- Corporate name of the Company or Controlled Company: Mills Estruturas e Servios de
Engenharia S.A. / CNPJ: 27.093.558/0001-15
- Title: Chairman of the Board of Directors

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Related Person:

- Name: Jytte Kjellerup Nacht/ CPF: 289.858.347-20
- Corporate name of the issuer company, controlled or controlling: Nacht Participaes S.A. / CNPJ:
27.109.446/0001-05
- Title: Director and shareholder

Type of relationship: Husband/Wife

--------------------------------------

Administrator of the Company or Controlled Company:

- Corporate name of the issuer or controlled company: Mills Estruturas e Servios de Engenharia
S.A. / CNPJ: 27.093.558/0001-15

Related Person:

- Name: Nicolas Nacht/ CPF: 734.150.811-68
- Corporate name of the issuer company, controlled or controlling: Jeroboam Investments LLC /
CNPJ: not applicable
- Title: Controlling company and shareholder

Type of relationship: brother

d. (i) members of the Board of Directors, Executive Board and Fiscal Council and (ii)
Millss direct or indirect controlling shareholders

Administrator of the Company:

- Corporate name of the issuer or controlled company: Mills Estruturas e Servios de Engenharia
S.A. / CNPJ: 27.093.558/0001-15

Related Person:

- Name: Nicolas Nacht/ CPF: 734.150.811-68
- Corporate name of the issuer company, controlled or controlling: Jeroboam Investments LLC /
CNPJ: not applicable
- Title: Controlling company and shareholder
- Cargo: shareholder

Type of relationship: brother

Additionally, Mr. Andres Cristian Nacht is the Chairman of the Board of Directors of the Company since
1998 and is a shareholder of Nacht Participaes S.A..

12.10 Subordination, rendering of services or control relationships for the previous three
fiscal years between directors/officers and:

136
a. Controlled entities, either directly or indirectly by the company

b. Direct or indirect controlling shareholders of the company; and

c. In case its relevant, supplier, client, debtor or creditor of the Company or its
controlled or controlling shareholders

Not applicable

12.11 Directors Insurance

The Company has held civil responsibility insurance since 2009, for administration and proxy holders
acting on behalf of them, with full cover for fines and civil penalties, statutory responsibilities, regulatory
risks, responsibility for errors and omissions, among others, excluding intentional acts, complaints arising
from acts known about prior to the policy date, responsibilities associated with product failures (already
covered by civil responsibility insurance), among other events. The most recent policy taken out for this
purpose was on December 31, 2009, and is valid through to December 31, 2010.
The policy contract was renewed for the period December 31, 2010 until December 31, 2011.

12.12 Other relevant information

Positions held by the members of the Board of Directors in other companies or entities.

Diego Jorge Bush - Member of the Board of Directors
Administrative positions occupied in other companies / entities: Founder and Chariman of Edim
Comercial e Imobiliria Ltda.

Nicolas Wollak - Member of the Board of Directors
Administrative positions occupied in other companies / entities: Co-founder of the Axxon Group
in Brazil, where is Managing Partner since 2001; Chairman of the Board of Director from Guerra S.A since
July 2008; member of the Board of Directors from Luxxon S.A since December 2007; Director in MV
Investimentos S.A. since August 2009; and member of the Deliberative Board from ABVCAP since March
2010.
Pedro Chermont - Member of the Board of Directors
Administrative positions occupied in other companies / entities: Co-founder of Leblon Equitites
since September 2008; Chairman of the Board of Directors from BR Home Centers since May 2009; and
member of the Companhia Brasileira de Distribuio (CBD) since August 2009.

Pedro Malan - Member of the Board of Directors
Administrative positions occupied in other companies / entities: Member of the Board of
Trustees of the IFRS Foundation; member of the Board of Directors of Souza Cruz S.A. since March 2010;
Chairman of the advisory board of Itau Unibanco since August 2009; member of the Board of Directors of
OGX since 2008; member of the Board of Directors of EDP Energias do Brasil since 2004; and member
of the Board of Directors of Globex Ponto Frio since 2004.

Jorge M. T. Camargo - Member of the Board of Directors
Administrative positions occupied in other companies / entities: Member of the Board of
Directors from Karoon Oil & Gas, Deepflex, Energy Ventures, Iposeira O&G and the Brazilian Oil Institute
(IBP).

137

13. COMPENSATION FOR ADMINISTRATION

138
13.1 Description of the compensation policy or practices for the Executive Board, the
Statutory and Non-Statutory Boards, the Fiscal Committee, the Statutory Committees and
the Audit, Risk, Finance and Compensation Committees, covering the following topics:

a. Objectives of the compensation policy or practices

Executive Board, Statutory Directors and Non-Statutory Directors

The Companys compensation policy aims to enable it to hire and guarantee that the qualified
professionals required remain in management positions. The Companys management compensation
comprises of a fixed amount that includes: (i) the pro-labore paid to the Board members; and (ii) the
salary and direct and indirect benefits tailored for directors. In addition to the fixed compensation, there is
a variable component, which includes profit-sharing in the Companys results and the granting of stock
options or subscribing to shares issued. The Company believes that the profit-sharing and stock option
programs benefiting management is a way to motivate them to carry out the Companys business in its
best interest, thus stimulating an entrepreneurial and results orientated culture in line with the interests of
both shareholders and management.

Fiscal Council:

The Fiscal Council was installed at the Ordinary Shareholders Meeting held on April 19, 2011. The
members of the Fiscal Council shall be entitled to compensation equivalent to 10% of the average
remuneration of the Board of Executive Officers.

Human Resources Committee:

The Human Resources Committee members will be entitled to compensation equivalent to 50% of the
monthly remuneration of members of the Executive Board. Committee members who are directors,
officers or employees of the Company are not entitled to compensation. The remuneration of members of
committees may be amended at any time by the Board of Executive Officers.

b. Composition of compensation packages: (i) description of the different elements of
the compensation packages and the objectives of each of them; (ii) proportion of each
element to make up the total compensation package; (iii) the method for calculating and
adjusting each of the elements in the compensation packages; and (iv) reasons for the
composition of remuneration

(i) Description of the different elements of the compensation packages:

Salary and pro-labore.
The fixed compensation is designed to recognize and reflect the value of the job position internally and
externally.

Direct and indirect benefits.
Includes medical assistance, life insurance, vehicle leasing and food vouchers, with the aim of
complementing the social welfare benefits offered.

Profit-sharing and stock options or subscription to shares.
The aim is to motivate management to carry out the Companys business in its best interest, thus
stimulating an entrepreneurial and results orientated culture in line with the interests of both shareholders
and management.

(ii) Proportion of each element to make up the total compensation package:

According to the table below the ratio for the year 2010 were:

139

% Compared to the total compensation amount paid to
Pro-labor and
wage
Direct and indirect
benefits Profit sharing
Grant of
options Total
Executive Board 83% - 17% - 100%
Statutory Directors
Committees

57%
100%
7%
-
30%
-
6%
-
100%
100%

(iii) The method for calculating and adjusting each of the elements in the compensation packages:

The fixed portion of compensation paid to management is determined based on market standards, and
thus readjusted annually at the normal levels to account for the loss in currency value.

In terms of the profit-sharing program, this plan is based on the aggregate economic value, which
consists of the adjusted net profit deducted from shareholder obligations. If positive, 25% of the
Economic Value Added (EVA) will be distributed to our management and employees, and whose share will
be defined in an increasing manner in accordance with their hierarchical level in the Company and results
obtained by their respective divisions. i.e. in a proportion of 50% based on the divisions results that the
manager or employee in question is linked to and 50% based on the result of our Company as a whole.
For employees in the administrative area, the program takes into account the results of the Company as a
whole. In 2007, 2008 and 2009, totals of R$1.6 million, R$5.6 million and R$8.5 million were distributed,
respectively.

(iv) Reasons for the composition of remuneration:

Compensation of professionals is paid based on the responsibilities inherent in their job positions, market
practices and the Companys level of competiveness. The variable portion is justified by the Companys
focus on results and the aim of aligning management interests with those of the Company.

c. Main performance indicators that are taken into consideration when determining each
element of the compensation package

The main performance indicators used to determine the variable component of management
compensation is the Companys net profit, after deducting capital invested by shareholders (equity), and
the performance bonus paid to each division.

d. How the compensation package is structured to reflect the development of the
performance indicators

The compensation is made up of a significant variable portion, represented by profit-sharing in the
Companys results, and the values to be distributed are directly proportionate to the Companys annual
net profit.

e. How the compensation policy is aligned with the Companys short-, medium- and
long-term interests

The compensation paid monthly to management is in line with the short-term interests of the Company to
attract and retain qualified professionals. The profit-sharing and stock options plan is aligned with the
medium-to-long-term interests of the Company to motivate management to carry out the Companys
business, stimulating an entrepreneurial and results-orientated culture.

f. Existence of compensation supported by subsidiaries, and direct or indirect affiliates
or holding companies

There isnt any compensation supported by subsidiaries, and direct or indirect affiliates or holding
companies.

140
g. Existence of any compensation or benefits connected to the occurrence of a given
corporate event, such as the sale of the Companys controlling interest

There is no compensation or benefits connected to the occurrence of a given corporate event, such as the
sale of the Companys controlling interest.

13.2 With respect to compensation acknowledged in the results of the last 3 accounting
reference periods and the estimated compensation for the current accounting reference
period for the Executive Board, the Statutory Board and the Fiscal Council:

Estimates for the Accounting Reference Period to be closed on December 31, 2011

Board of Directors
1

Board of Executive
Officers
1
Fiscal Council
2
Total
Number of members 7 5 - 12
Annual fixed
compensation
Salaries or pro-labore
Fees 1,050,000 3,759,000 117,000 4,926,000
Direct and indirect
benefits 632,000 632,000
Compensation for
participation in
Committees
Other
Variable Compensation
Bonus
Profit share 800,000 2,859,000 3,659,000
Compensation for
participation in
meetings
Commissions
Other
Post-employment
benefits
Employment cessation
benefits
Stock-based
compensation 1,243,000 1,243,000
Total Compensation 1,850,000 8,493,000 117,000 10,460,000

Year ended December 31, 2010

Board of Directors
Board of Executive
Officers Fiscal Council Total
Number of members 7 4.5 - 11.5
Annual fixed
compensation
Fees 639,520 2,628,940 3,268,460
Direct and indirect
benefits - 445,814 445,814
Compensation for
participation in
Committees 35,000 - 35,000
Other - 906,679 906,679
Bonus
Profit share 133,952 1,859,254 1,993,206
Compensation for
participation in
meetings - - -
Commissions - - -
Other - - -
Post-employment
benefits - - -

141
benefits - - -
Stock-based
compensation - 353,734 353,734
Total Compensation 808,472 6,194,421 7,002,893


Board of Directors
Board of Executive
Number of members 2 4 - 6
Annual fixed
compensation
Fees 248,320 2,269,800 2,518,120
Direct and indirect
benefits - - -
Compensation for
participation in
Committees - - -
Other - - -
Bonus - - -
Profit share 246,400 1,615,110 1,861,510
Compensation for
participation in
meetings - - -
Commissions - - -
Other 22,568 - 22,568
Post-employment
benefits - - -
benefits - - -
Stock-based
compensation - 2,522,000 2,522,000


Board of Directors
Board of Executive
Number of members 8 4.25 - 12.25
Annual fixed
compensation
Fees 226,800 2,967,100 3,193,900
Direct and indirect
benefits 434,700 434,700
Compensation for
participation in
Committees
Other
Bonus
Profit share 488,500 831,400 1,319,900
Compensation for
participation in
meetings
Commissions
Other
Post-employment
benefits
benefits
Stock-based
compensation 502,000 502,000

142

13.3 With respect to variable compensation in the last 3 accounting reference periods and
compensation estimated for the current accounting reference period for the Board of
Directors, the Board of Executive Officers and the Fiscal Council:

Board of Directors

Compensation Year ended December 31,

2008 2009 2010 2011
(1)

(in thousands of R$, except number of members)

Number of Members 8 2 7 7

Profit share

Minimum amount estimated by compensation plan 0 0 0 0
Maximum amount estimated by compensation plan - - - -
Amount estimated by the compensation plan if pre-
established goals are met 25% do EVA 25% do EVA 25% do EVA 25% do EVA
Amount actually acknowledged in the formal results 488.5 246.4 134.0 Not Applicable



2008 2009 2010 2011
(1)

(in thousands of R$, except number of members)

Number of Members 4.25
(2)
4 4.5
(3)
7

Profit share

Minimum amount estimated by compensation plan 0 0 0 0
Maximum amount estimated by compensation plan - - - -
Amount estimated by the compensation plan if pre-
established goals are met 25% do EVA 25% do EVA 25% do EVA 25% do EVA
Amount actually acknowledged in the formal results 831.4 1,615.1 1,859.3 Not Applicable

_______________________________________________
(1) Estimates for the accounting reference period to be closed on December 31, 2011.
(2) Taking into consideration the compensation paid to the Director responsible for Equipment Rental Division, Ramon Nunez Vazquez, who became statutory in
October 2008.
(3) Taking into consideration the hiring in July 2010, Mrs. Alessandra Eloy Gadelha to occupy the position of Investor Relations Officer of the Company.

13.4 With respect to the stock-based compensation plan for the Executive Board and the Board of
Executive Officers, which was in force in the last accounting reference period and which is estimated for
the current accounting reference period:

Stock-based compensation plans
On December 31st of 2010, the Company had seven stock option plans, of which six are already effective
and five benefit its administrators, these being the Plano Especial Top Mills, Plano Especial CEO,
Plano Especial ex-CEO, Plano Especial Diretor - Rental and the Plano de Opes de Compra de Aes
2010, as described below.

Until December 31st of 2010, a total of 666,628 options had been exercised associated with these plans,
with 538,714 previously granted purchase options remaining.

Plano Especial Top Mills

a. General Terms and Conditions

At the Extraordinary General Meeting held on May 28, 2008, the Special Stock Option Plan for New Shares
Issued (Plano Especial de Opo de Compra de Aes de nossa emisso) was ratified, called Plano
Especial TopMills, as approved by the Board on November 27, 2007, as a purchase option of virtual

143
shares. The beneficiaries were the executives indicated by the Board and who were directors or managers
between 2007 and 2008.

The plan consists of a mechanism to give our executives virtual stock options that represented, on the
date Plano Especial Top Mills was set up, approximately 1% of total shares in the Company.

The granting of these virtual rights to the beneficiaries in question in the Plano Especial Top Mills was
made in three installments, on January 1, 2008. July 1, 2008, and January 1, 2009. On deciding about the
granting of these virtual options, the Board determined the number of virtual shares available on an
individual basis to each beneficiary.

b. Major Plan Objectives

Motivate senior management to make decisions aimed at increasing the profitability of the Companys
business and, as a result, stimulate an increase in the Companys shareholders equity over the long term.

c. How the plan contribute for the achievement of these objectives

The Plano Especial Top Mills allows the Companys executives to be compensated proportionately to the
equity gains the Company earns as a result of their decisions.

d. How the plan is included in the issuers compensation

This plan is part of the variable compensation paid to the Companys directors.

e. How the plan promote the alignment between the administrators and the Companys interests at
short, mid and long term

The plan aligns the interests of the beneficiaries in the Company and shareholders by means of the
benefits offered based on the performance of shares in the Company. Through this plan, the Company
seeks to stimulate expansion, the scope and implementation of the Companys social objectives and the
retention of the beneficiaries, looking ahead to gains made through their commitment to long-term results
and short-term performance.

f. Maximum number of comprised stocks

Up to a total of 782,027 ordinary shares issued by the Company, of which 269,726 shares are set aside
for the Companys administrators.
g. Maximum number of options to be granted

As a result of the number of shares that can be acquired with each option granted, the maximum number
of shares that can be issued is 782,027.

h. Stock purchasing conditions

The virtual stock purchase options were converted into real purchase options as the distribution of IPO
shares were made. After this conversion, the beneficiaries can exercise purchase options within a period
of four years after the aforementioned offer, observing the relevant lock-up period for the sale of these
shares.

i. Criteria for stock pricing or option reference period

The price of the ordinary shares to be acquired by the beneficiaries exercising their options will be R$1.88
per share, a value that will be corrected by the IPCA, calculated since January 2008 to the exercise date
of the options.

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j. Criteria for establishing the reference period

The term for exercising the stock options will end four years after the effective date of the initial public
offer and associated distribution of shares, on April 15th of 2014.

k. Restrictions to stock transfer

The beneficiaries of the plan will be subject to a lock-up period (restriction on the sale of shares) of three
years, until April 15th of 2013.

l. Liquidation conditions

The beneficiary will only pay for the shares on the option exercise date.

m. Criteria and events that, upon occurrence, shall result in the plan suspension, change or extinction

The right to the benefit will automatically expire, without any kind of indemnity, if the payment is not
made on the option exercise date and under the conditions stipulated in the plan.

n. Effects generated by the Company`s Board and Committee Manager`s departure upon his/her rights
as provided by the stock-based compensation plan

If a beneficiary of the plan resigns voluntarily or is fired for just cause, the beneficiary will lose their
rights. On the assumption the beneficiary leaves or is asked to leave the firm without just cause, the
beneficiary is authorized to exercise their options from 2 (two) years after their employment termination
date, as long as they do not take part in any activities that compete with the Company (non-compete
clause). In the event of the death of the beneficiary, the beneficiaries of their last will and testament as
inheritors will immediately be authorized to exercise the options.

Plano Especial CEO

a. General Terms and Conditions

At the Board meeting held on August 28, 2008, the Company instituted a stock option plan specifically
for our CEO, called the Plano Especial CEO, ratified at the Extraordinary General Meeting held on
September 10, 2008, the characteristics of which are identical to the Plano Especial Top Mills and
within the scope of which 119,782 virtual options were granted on November 1, 2008.


Motivate the CEO to continue to take decisions to ensure the continued and development and
profitability of the Company in its business activities, consequently stimulating an increase in its
shareholders equity.

c. How the plans contribute for the achievement of these objectives

The Plano Especial CEO allows the CEO to be compensated proportionately with the equity gains that
Mills obtains as a result of his decisions.

d. Where the plans fit into the Company`s compensation policy

This plan is part of the variable compensation package paid to Company directors.

e. How the plans promote the alignment between management and the Company interests at short,
mid and long term

145
The plan aligns the interests of the Companys CEO and shareholders by means of the benefits offered
based on the performance of shares in the Company. Through this plan, we seek to stimulate
expansion, the scope and implementation of the Companys social objectives and the retention of the
beneficiaries, looking ahead to gains made through their commitment to long-term results and short-
term performance.

f. Maximum number of comprised stocks
119,782 ordinary shares with voting rights in the Company.

g. Maximum number of options to be granted

Due to the number of shares that can be acquired within the scope of each option granted. The total
maximum number of shares to be issued is 119,782.

h. Stock purchasing conditions

The virtual stock purchase options were converted into real purchase options when distribution of IPO
shares were made. After this conversion, the beneficiaries can exercise purchase options within a period
of four years after the aforementioned offer, observing the relevant lock-up period for the sale of these
shares.

i. Criteria for stock pricing or option reference period

The price of the ordinary shares to be acquired by the beneficiaries exercising their options will be
R$1.88 per share, a value that will be corrected by the IPCA, calculated since January 2008 to the
exercise date of the options.

j. Criteria for establishing the reference period
The exercise term of the options will end 4 (four) years after the distribution of shares at our Initial
Public Offer.

k. Restrictions to stock transfer

The beneficiaries of the plan will be subject to a lock-up period (restriction on the sale of shares) of
three years, until April 15th of 2013.

l. Liquidation conditions


m. Criteria and events that, upon occurrence, shall result in the plan suspension, change or extinction


n. Effects generated by the Company`s Board and Committee Manager`s departure upon his/her
rights as provided by the stock-based compensation plan

If a beneficiary of the plan resigns voluntarily or is fired for just cause, the Beneficiary will lose their

Plano Especial ex-CEO

146

a. Terms and general conditions

At the Board Meeting held on November 27, 2007, the Company instituted a stock option plan specifically
for their CEO, called the Plano Especial CEO at the time, who left as a director in 2008 to become a
Board member in 2010. This plan was called the Plano Especial ex-CEO and ratified at the Extraordinary
General Shareholders meeting held on May 28, 2008, within the scope of which 153,690 virtual options
were granted on November 1, 2008.

b. The main objectives of the plan

Motivate the beneficiary to continue to take decisions to ensure the continued and development and
profitability of the Company in its business activities, consequently stimulating an increase in its
shareholders equity.

c. How the plan contributes to these objectives

The Plano Especial ex-CEO allows the beneficiary to be compensated proportionately with the equity gains
that Mills obtains as a result of his decisions.

d. How the plan is included in the issuers compensation policy


e. How the plan aligns the short, medium and long-term interests of managers and the issuer

The plan aligns the interests of the beneficiary, Company, and shareholders by means of the benefits
offered to the former CEO based on the performance of shares in the Company. Through this plan, the
Company seeks to stimulate expansion, the scope and implementation of the Companys social objectives
and the retention of the beneficiaries, looking ahead to gains made through their commitment to long-
term results and short-term performance.

f. Maximum number of shares included


g. The maximum number of shares options to be granted


h. Conditions for the acquisition of shares

The beneficiary has already acquired all the stock options associated with this plan.

i. Criteria to determine the acquisition or exercise price

of the options. The exercise price corrected by the IPCA was R$2.11 per share.

j. Criteria to determine the exercise term for the stock options

The options were exercised on the effective date of the Initial Public Offer (IPO). The beneficiary has
already acquired all the stock options associated with this plan through the exercise of their respectively
stock options.

147

k. Restrictions related to the transfer of shares

Not applicable.

l. Liquidation/settlement

The beneficiary paid for the shares on March 12th of 2010.

m. Criteria and events that when verified will lead to the suspension, alteration or extinction of the
plan


n. Effects of management leaving the issuer on their rights associated with the compensation plan
based on shares

The beneficiary will maintain his rights to the plan, as long as he does not invest or participate in any
business that competes with the Company for a period of two years.

Plano Especial Diretor - Rental


Our Board approved at a meeting held on October 25, 2007 the creation of a stock option plan specifically
for our CEO (who at the time held the position of Director of the Rental Division), called the Plano
Especial Diretor - Rental, which was ratified at the Extraordinary General Shareholders meeting held on
May 28, 2008.

b. The main objectives of the plan

Motivate the CEO to continue to take decisions to ensure the continued and development and profitability
of the Company in its business activities, consequently stimulating an increase in its shareholders equity.

c. How the plan contributes to these objectives

The Plano Especial Diretor - Rental allows the CEO to be compensated proportionately with the equity
gains that Mills obtains as a result of his decisions.

d. How the plan is included in the issuers compensation policy


e. How the plan aligns the short, medium and long-term interests of managers and the issuer

The plan aligns the interests of the beneficiary, Company, and shareholders by means of the benefits
offered to the former CEO based on the performance of shares in the Company. Through this plan, the
term results and short-term performance.

f. Maximum number of shares included


148
g. The maximum number of shares options to be granted


h. Conditions for the acquisition of shares

The first target established for the plan (which consisted of the EBITDA reported by the Rental Division
reaching R$11.0 million, was achieved in December 2008), when 128,937 options were exercisable. When
the second target (which consists of the EBITDA reported by the Rental Division reaching R$22.0 million)
was achieved in December 2009, 153,709 options were exercisable. And 252,267 have already been
exercised.

i. Criteria to determine the acquisition or exercise price

of the options.

j. Criteria to determine the exercise term for the stock options

The targets can be met prior to December 2012. The exercise term for the options will end in December
2013.

k. Restrictions related to the transfer of shares

The plan states that for the options granted after the first target is met, the beneficiary of the plan will
be subject to a lock-up period (restriction on the sale of shares) which will extend: (i) for three years from
the date the shares are obtained; (ii) when the second target is met; and (iii) before the end of 2013. The
shares acquired on meeting the second target can be sold immediately. As the second target has already
been met, the shares acquired within the scope of the plan in question can be sold immediately.

l. Liquidation/settlement

criteria and events that, when verified, will lead to the suspension, alteration or extinction of the plan

m. Effects of management leaving the issuer on their rights associated with the compensation plan
based on shares

If a beneficiary of the plan resigns voluntarily or is fired for just cause, the Beneficiary will lose their

Stock Option Plan 2010 (Plano de Opes de Compras de Aes 2010)

At the Extraordinary General Shareholders meeting held on February 8, 2010, the Stock Option Plan for
Shares Issued by the Company was approved called Plano de Opes de Compra de Aes 2010 (Stock
Option Plan - 2010). On March 11, 2010, our Board approved the Companys Program 1/2010 Stock

149
Options Plan with the aim of defining the specific terms and conditions associated with the same (1/2010
Program).

The 2010 Stock Options Plan is managed by our Board, which considers the contribution of each
beneficiary to achieving the targets designed to create added value, the development potential of each,
and the essential nature of their jobs among other characteristics considered strategically relevant,
elected as beneficiaries of the 2010 Stock Options Plan (i) all the directors (or executives with similar
roles) of the Company, and (ii) Company managers who have held their positions in 2009 for more than 6
(six) months.


The aim of the 2010 Stock Options Plan is to allow for the Companys managers or employees or those in
any of its subsidiaries, subject to determined conditions, to acquire shares in the Company, for the
purpose of (i) stimulating expansion, determining and implementing the Companys corporate guidelines;
(ii) align the interests of the Companys shareholders with those of its managers and employees or other
entities it controls; and (iii) allow the Company or its subsidiaries to attract and retain the managers and
employees it requires.

c. How the plans contribute for the achievement of these objectives

As most of the options are available over the long term, the beneficiaries tend to stay with the Company
until at least the time they can contribute to its long-term results.

d. How the plan is included in the Companys compensation policy

As mentioned in Item 13.1b, this plan is part of the variable compensation package paid to Company
directors.

e. How the plans promote the alignment between management and the Company interests at short,
mid and long term

The plan aligns the interests of management, the Company, and shareholders by means of the benefits
offered to the beneficiaries based on the performance of shares in the Company. Through this plan, the
term results and short-term performance

f. The maximum number of shares options to be granted

The stock options granted within the scope of this plan confer the rights to acquire up to 5% of shares in
our capital stock. In addition, the aim of the plan is to grant share purchase options in an amount that
does not exceed 1.5% of shares in our total capital every year, as verified on the date the plan was
approved.

To this date, options have been granted that, when converted, will represent 1,475,234 ordinary shares in
the Company.

g. The maximum number of stock options to be granted

As a result of the number of shares that can be acquired within the scope of the stock option plan. The
maximum total number of shares to be issued is up to 5% of total stock.

h. Conditions for acquiring the shares

150
To receive the stock options in the 1/2010 Program, each beneficiary should use at least 33% of the
variable component of their compensation associated with the Companys Profit-Sharing Program, net of
taxes, which were received related to the 2009 financial year, to acquire shares issued by the Company.

i. Criteria for determining the acquisition or exercise price

The price of the ordinary shares to be acquired by the beneficiaries by exercising their option rights will
be determined by our Board or committee based on the average share price on the BM&FBOVESPA,
weighted by the trading volume in the month or the two months prior to the granting of the stock option,
corrected for inflation by the IPCA, and deducting the value of dividends and shareholders equity per
share paid by us from the stock option date. Exceptionally, on the first option date, the exercise price of
the options will be based on the value of the shares launched at our Initial Public Offer to distribute
shares (R$11.50), corrected for inflation by the IPCA, deducting the value of dividends and shareholders
equity per share paid by the Company from the stock option date.

j. Criteria used to determine the exercise term

The options granted under the terms of this plan will be subject to grace periods of up to 72 months for
the conversion of options into shares.

k. Form of liquidation/settlement

The shares resulting from the exercising of purchase options will be integrated and/or acquired by their
respective beneficiaries in cash, in current national currency.

l. Restrictions on the transfer of shares

Until the exercise price is fully paid, the shares acquired through exercising the option rights under the
terms of the Plan cannot be sold to third parties, except with the prior authorization of the Board, based
on the hypothesis that the product of the sale will preferably be used to settle any debt the beneficiary
has with the Company.

Based on the terms of the respective Option Contract, no beneficiary will be allowed to trade the shares
acquired for a period of 5 (five) years, observing the following rules:

(i) After a period of one year after signing the respective Option Contract, beneficiaries will be free to
trade up to 25% of the shares acquired;

(ii) After a period of one year after the term defined in item i, beneficiaries will be free to trade an
additional 25% of the shares acquired;

(iii) After a period of one year after the term defined in item ii, beneficiaries will be free to trade an
additional 25% of the shares acquired; and

(iv) After a period of one year after the term defined in item iii, beneficiaries will be free to trade the
outstanding balance of the shares acquired.
criteria and events that, when verified, will lead to the suspension, alteration or extinction of the plan

The stock option rights granted under the terms of the Plan will automatically all be cancelled in the
following cases: (i) on the complete and full exercising of the same; (ii) after the option term has expired;
(iii) through the mutual rescission of the stock option; (iv) if the Company is dissolved, liquidated or files
for bankruptcy; or (v) if the beneficiary fails to observe the trading restriction rules described in item n
below.

151
In addition, in the event the beneficiary is laid off, with or without just cause, resigns or steps down from
their job, retires, or suffers from permanent disability, or dies, the option rights granted can either be
cancelled or modified, as described in item n below.

m. Effects generated by the Company`s Board and Committee Manager`s departure upon his/her
rights as provided by the stock-based compensation plan

If at any time during the validity of the 2010 Stock Options Plan, the beneficiary:

(i) resigns voluntarily from the Company or leave their management role: (i) the rights not exercised
in accordance with the respective Option Contract on the date they leave the Company will automatically
all be cancelled, with no need for any prior warning or notification, and with no right to any indemnity;
and (ii) the rights already exercised in accordance with the respective Option Contract on the date they
leave the Company may be exercised within a period of 30 days from the same date, after which all rights
will automatically all be cancelled, with no need for any prior warning or notification, and with no right to
any indemnity;

(ii) leaves the Company as a result of being fired for just cause, or failure to fulfill their duties
adequately as a manager, all the right (exercised and not exercised) in accordance with the respective
Option Contract on the date they leave the Company will automatically all be cancelled, with no need for
any prior warning or notification, and with no right to any indemnity;

(iii) leaves the Company as a result of being fired with no just cause, or failure to fulfill their duties
adequately as a manager: (i) the rights not exercised in accordance with the respective Option Contract
on the date they leave the Company will automatically all be cancelled, with no need for any prior
warning or notification, and with no right to any indemnity; except if the Board decides to anticipate the
grace period term for some or all of these rights, and the beneficiary leaves the Company within a period
of up to 12 (twelve) months after the change in share control in the Company all the unexercised rights in
accordance with the respective Option Contract on the date they leave the Company may be exercised
within a period of 30 days from the same date, after which all rights will automatically all be cancelled,
with no need for any prior warning or notification, and with no right to any indemnity, will have their
grace period anticipated; and (ii) the rights already exercised in accordance with the respective Option
Contract on the date they leave the Company may be exercised within a period of 30 days from the same
date, after which all rights will automatically all be cancelled, with no need for any prior warning or
notification, and with no right to any indemnity;

(iv) on retiring from the Company: (i) the rights not exercised in accordance with the respective
Option Contract on the date they leave the Company will automatically all be cancelled, with no need for
any prior warning or notification, and with no right to any indemnity, except if the Board decides to
anticipate the grace period term for some or all of these rights; and (ii) the rights already exercised in
accordance with the Options Contract on the date of leaving the Company will have their grace period
anticipated, allowing the Beneficiary to exercise the respective stock option, as long as this is within a
period of 12 (twelve) months from the date of retirement, after which all the remaining rights will
automatically all be cancelled, with no need for any prior warning or notification, and with no right to any
indemnity;

(v) leaving the Company due to death or permanent disability: (i) the rights not exercised in
accordance with the respective Option Contract on the date they leave the Company will automatically all
be cancelled, with no need for any prior warning or notification, and with no right to any indemnity,
except if the Board decides to anticipate the grace period term for some or all of these rights; and (ii) the
rights already exercised in accordance with the Options Contract, on the date of passing away, can be
exercised by the Beneficiarys legal successors, as long as this is done within a period of 12 (twelve)
months from the aforementioned date, after which all the remaining rights will automatically all be
cancelled, with no need for any prior warning or notification, and with no right to any indemnity.

152
Over and above the above item, the Board or Committee (whichever is the case) can, at their exclusive
criteria, whenever they deem social interests are better met by this approach, chose not to abide by the
rules stipulated above, and treat a determined beneficiary in a differentiated and individual manner.

13.5 Number of stocks or direct or indirect stock holdings, either in Brazil or overseas, and
other securities that might be converted into stock or quotas, issued by the Company, direct
or indirect affiliates, subsidiaries or companies under common control, by members of the
Executive Board, of the Board of Executive Officers or the Fiscal Board, grouped per board or
committee, on the closing date of the last accounting reference period:

The table below indicates, on December 31st, 2010, and October 24, 2011, the number of our shares held
directly by our administrators and the percentage that their direct individual contributions represent of the
total number of shares issued by our Company.

Number of Shares Percentage (%)
On December 3st of 2010
Board of Directors 3,351,092 2.67%
Board of Executive Officers 1,418,625 1.13%
Fiscal Council - -
On October 24 of 2011
Board of Directors 5,113,054 4.1%
Board of Executive Officers 1,336,161 1.0%
Fiscal Council - -

13.6 With respect to stock-based compensation, as acknowledged in the past three
accounting reference periods and as estimated for the current accounting reference period,
for Executive Board and the Board of Executive Officers.

On December 31st of 2010, the Company had six stock option plans in place, five of which benefit our
Directors. The table below shows the impact of those stock option plans on the compensation of our
directors in the years 2008, 2009 and 2010:

(1)

1
st
Grant
(2008)
2
nd
Grant
(2008)
3
rd
Grant
(2009)
Number of members
Board of Executive Officers 3 3 3
Grant date 01/01/08 07/01/08 01/01/09
Number of granted options
Board of Executive Officers 88,436 88,436 92,854
Deadline for options to become redeemable
Immediately after
IPO
(2)

Immediately after
IPO
(2)

Immediately after
IPO
(2)

Deadline for redeeming options 4 years after IPO
(2)
4 years after IPO
(2)
4 years after IPO
(2)

Grace period for stock transfer
3 years after the end
of Fiscal Year
3 years after the end of
Fiscal Year
3 years after the end
of Fiscal Year
Quantity of options exercised

88,436 88,436 92,854
Pondered average price within accounting reference
period for each of the following option groups
Outstanding at the beginning of the accounting
reference period 1.88
(3)
1.88
(3)
1.88
(3)

Not redeemed throughout accounting reference
period - - -
Redeemed within accounting reference period - - -
Expired within accounting reference period - - -
Fair option price on grant date 4.62
(4)
4.62
(4)
9.82
(4)

153
(1)

1
st
Grant
(2008)
2
nd
Grant
(2008)
3
rd
Grant
(2009)

_______________________________________
1 All grants of stock-based compensation plan have already been made. There will be no grants in 2010 or 2011.
2 IPO conducted by the Company in April, 2010.
3 Adjusted for inflation (IPCA) since January 2008.
4 Fair price calculated using EBITDA for the fiscal year multiplied by 6.6 minus net debt, which consists of short and long term financing and loans.

Plano Especial CEO
(1)
1
st
Grant (2008)
Number of members
Board of Executive Officers 1
Grant date 11/01/2008
Number of granted options 119,782
Deadline for options to become redeemable Immediately after IPO
(2)

Deadline for redeeming options 4 years after IPO
(2)

Grace period for stock transfer
3 years after the end of Fiscal
Year

119,782
Pondered average price within accounting reference period for each of the following option
groups
Outstanding at the beginning of the accounting reference period 1.88
(3)

Not redeemed throughout accounting reference period -
Redeemed within accounting reference period -
Expired within accounting reference period -
(4)

_______________________________________

Plano ex-CEO
(1)
1
st
Grant (2008)
Number of members
Board of Executive Officers 1
Grant date 05/01/2008
Number of granted options 153,690
Deadline for options to become redeemable 03/12/2010
Deadline for redeeming options 03/12/2010
Grace period for stock transfer There isnt

153,690
Pondered average price within accounting reference period for each of the following option
groups
Outstanding at the beginning of the accounting reference period 1.88
(3)

Not redeemed throughout accounting reference period -
Redeemed within accounting reference period -
Expired within accounting reference period -
(4)

______________________________________

(1)
1
st
Grant (2008) 2
nd
Grant (2008)
Number of members
Board of Executive Officers 1 1
Grant date 12/29/2008 12/31/2009
Number of granted options 128,937 123,430

154
(1)
1
st
Grant (2008) 2
nd
Grant (2008)
Deadline for options to become redeemable Immediately
(3)
Immediately
(4)

Deadline for redeeming options 12/31/2013 12/31/2013
Grace period for stock transfer Not Applicable
(5)
There isnt

128,937 123,430
Pondered average price within accounting reference period for each of
the following option
Groups 0.62
(6)
0.62
(6)

Outstanding at the beginning of the accounting reference period - -
Not redeemed throughout accounting reference period 0.62
(6)
0.62
(6)

Redeemed within accounting reference period - -
Expired within accounting reference period 4.62
(7)
9.82
(7)

Fair option price on grant date
_______________________________________
(1) All grants of stock-based compensation plan have already been made. There will be no grants in 2010 or 2011.
(2) Amounts differ from amounts recorded since the amounts recorded were estimates made during the grant of the plan.
(3) The 1st goal is to obtain in the Equipment Rental Division an annual EBITDA of at least R$11.0 million, which occurred in December, 2008.
(4) The 2nd goal is to obtain in the Equipment Rental Division an annual EBITDA of at least R$22.0 million, which occurred in December, 2008.
(5) Considering the second goal has been reached, which was linked to the period in which the options become exercisable.
(6) Adjusted for inflation (IPCA) since January 2008.
(7) Fair price calculated using EBITDA for the fiscal year multiplied by 6.6 minus net debt, which consists of short and long term financing and loans.

Plano de Opes de Compra de Aes 2010 1
st
Grant (2010) 2
nd
Grant (2010)
Number of members
Board of Executive Officers 4 1
Grant date 05/31/2010 07/05/2010
Number of granted options 495,236 43,478
Deadline for options to become redeemable
25% by year, from the date
of Grant.
25% by year, from the date of
Grant.
Deadline for redeeming options 6 years after Grant 6 years after Grant
Grace period for stock transfer 5 years 5 years

- -
Pondered average price within accounting reference period for
each of the following option groups R$11.50

R$11,50
Outstanding at the beginning of the accounting reference
period - -
Not redeemed throughout accounting reference period - -
Redeemed within accounting reference period - -
Expired within accounting reference period
Fair option price on grant date R$11.50 R$11.50

Potential dilution in the event of exercise of all options granted: 1,14%
(1)

_______________________________________
1 Dilution estimated on the price per share during IPO.

Board of Directors has no stock-based compensation.

13.7 With respect to outstanding options for the Board of Directorsand the Board of
Executive Officers at the closing of the last accounting reference period

Fiscal Year ende December 31, 2010
Features
Plano Especial
TopMills Plano Especial CEO
Plano Especial
Diretor Rental
Number of members
Board of Executive Officers 3 1 1

Non-Outstanding options
Number of Non-Outstanding options - - -
Deadline for options to become redeemable - - -
Deadline for redeeming options - - -
Grace period for stock transfer - - -
Pondered average price within accounting
reference period - -
-
Fair option price on the last day of the fiscal year - - -

Outstanding options
Number of Outstanding options - - 30,279

155

Fiscal Year ende December 31, 2010
Features
Plano Especial
TopMills Plano Especial CEO
Plano Especial
Diretor Rental
Deadline for redeeming options - - 31/12/2013
Grace period for stock transfer - - There is no
reference period - -
0.62
Fair option price on the last day of the fiscal year - - 9.82

Fair option price of all options on the last day of
the fiscal year - - 9.82

_______________________________________

Board of Directors has no stock-based compensation.

13.8 With respect to redeemed and delivered options for the Board of Directors and the
Board of Executive Officers, in the past three accounting reference periods

Plano Especial ex-CEO

2008

2009 2010
(in R$, except number of members)
Number of Councilors - 1 1
Number of Directors 1 - -

Number of Shares - - 153,690
(1)

reference period - - 0.62
(2)

Total value of the difference between the
exercise value and market value of shares
related to options exercised
- - 9.13

(1) Whereas a termination of employment of the beneficiary as a member of the Board of Directors and its non-reappointment to the position.
(2) Exercised in March 2010 under the Initial Public Offering of Shares held by the Company.

Plano Especial Diretor Rental


2008

2009 2010

Number of Directors 1 1 1

Number of Shares - 128,937 123,430
period
- 0.67 0.71
Total value of the difference between the exercise
value and market value of shares related to options
exercised
- 9.15 19.89

Plano Especial CEO


2008

2009 2010

Number of Directors - - 1


156
period
- - 2.18
exercised
- - 18.42



2008

2009 2010

Number of Directors - - 3

period
- - 2.18
exercised
- - 18.42

Our Board of Directors has no stock-based compensation.

13.9 Summary of relevant information aiming at a broader understanding of data
presented under items 13.6 through 13.8 above, as well as an explanation of the pricing
method used for stock and option values

a. Pricing model

In pricing the equity component cost of the plan the applicable volatility, risk-free rates and stock prices
were determined for each plan, based on valuations of 6.6 times EBITDA, less net debt in the plan
period. The Black-Sholes-Merton Model was used to calculate the fair values.

With regard to the plan 2002, as this is a straightforward mechanism for purchasing common shares, the
options, which have already been exercised, are entirely considered as equity instruments and recorded in
the capital reserve account, under stockholders' equity.

The Company classified the other plans granted to 2009 as compound instruments, as they include a debt
component (right/possibility of receiving payment in cash if there is no public offer) and a capital
component (right/possibility of receiving payment by an equity instrument in the event of a public offer)
in which the settlement choice is beyond the control of the Company and the beneficiary. Calculation of
the fair value of the debt amount took into account how much the Company would disburse, the current
value, according to the EBITDA multiple mentioned above, weighted by the probability of the occurrence
of a public share offer. The resulting amount is recorded in long-term liabilities. The public offer took
place on April 14, 2010, and there is therefore no debt amount as from that date.

The weighted average fair value of options granted during 2010 determined using the Black-Scholes
valuation model was R$3.86 (1st grant) and 5.49 (2nd grant) per option. The significant inputs into the
model were weighted average share price of R$11.95 (1st grant) and 14.10(2nd grant) at the grant date,
exercise price of R$11.50 (1st and 2nd grants), volatility of 31% measured at the Company's historic
EBTIDA, dividend yield of 1.52% (1st grant) and 1.28% (2nd grant), an expected option life of four years,
and an annual risk-free interest rate of 6.6% and 6.37% respectively.

The equity portion was priced only at the grant date and the fair value is not remeasured on every
reporting date. The portions of equity and debt are appropriated plan by plan, taking into consideration

157
the respective lock up periods, based on management's best estimate as to their end dates. The lock up
period considered by management took into account the scenario of the public offer being made in 2010.

b. Data and assumptions used in the pricing model

The table below shows the data and assumptions of our pricing model:

Fiscal year ended on December 31st from:
Calculation of fair value 2008 2009 2010
(in R$)

EBITDA 89,537 157,650 194,523
EBITDA multiple 590,944 1,040,510 1,283,851
Net debt
(1)
187,735 182,363 (9,715)
Fair value 403,209 858,147 1,293,566
Share quantity 87,420,577 87,420,577 125,495,309
Fair value per share 4.62 9.82 10.31

___________________________
Composed of loans and short and long term financing.

Calculation of the weighted average fair value of which was granted in 2010: 3.91

c. Method used and assumed premises to incorporate the effects from expected early exercise

There was no early exercise.

d. Way of determining the expected volatility

It does not apply to volatility, considering the method used to price the options is the multiple method.

e. Other characteristics incorporated in the fair value measurement option

There are no.

13.10 Private Pension Funds in force granted to members of the Board of Directorsand the

There is no Private Pension Funds in force granted to members of the Board of Directors and the Board of
Executive Officers in the Company

13.11 Administrators Average Compensation


2008

2009 2010
(in R$, except when number of members)

Board of Directors(1)
Number of members 8 2 7
Highest individual compensation value 167,100 328,476 179,236
Lowest individual compensation value 45,700 238,476 90,000
Average individual compensation value 102,200 283,476 115,496

Board of Executive Officers(2)
Number of members 4.25 4 4.5
Highest individual compensation value 1,742,800 3,412,435 1,974,725
Lowest individual compensation value 729,500 841,613 1,067,751
Average individual compensation value 1,114,100 1,525,534 1,376,566

(1) In the fiscal year that ended on December 31st of 2009, our Board of Directors was composed of five members. However, the members Andres Cristian Nacht,
Nicolas Wollack and Gustavo Felizzola renounced to their compensation. This way, only two members were paid by the Company in 2009.

158
(2) Compensation paid for Executive Officer which occupied the position for the 12 months of the year. Does not consider the compensation received by Mr. Ramon
Nunes Vazquez, elected in October 2008. In July 2010 the Company hired Alessandra Eloy Gadelha as Investor Relations Officer.

The Companys Fiscal Council was not installed during the fiscals years ended on December 31st of 2008,
2009 and 2010.

13.12 Contract agreements, insurance policies or other instruments that might underlie the
compensation or indemnity mechanisms applicable to managers in the occurrence of
dismissal or retirement, and the financial burden they result in for the Company

There are no contract agreements, insurance policies or other instruments that might underlie the
compensation or indemnity mechanisms applicable to managers in the occurrence of dismissal or
retirement, and the financial burden they result in for the Company

13.13 With respect to the last three accounting reference periods, disclose the percentage of
total compensation for each board or committee as acknowledged in the Company results
and which applies to members of the Executive Board, of the Board of Executive Officers or
the Fiscal Board, that are somehow connected to direct or indirect affiliates, in compliance
with the accounting rules that govern this matter.

Board or Committee 2008 2009 2010
Board of Directors 13.1% 8.1% 11.5%
Board of Executive Officers 86.9% 91.9% 88.5%

13.14 With respect to the last three accounting reference periods, disclose the amounts as
acknowledged in the Company results for compensation paid to members of the Executive
Board, of the Board of Executive Officers or the Fiscal Board, grouped by board or committee,
for any purpose other than the function they perform, such as commissions, consulting or
advisory services.

Balance on December 31,
Consulting 2010 2009 2008
(in R$ thousands)
Ronald Miles
(1)
170 45 -
Elio Demier 125 50 -

_______________________________________________
(1) Amounts paid to the company Londra Consultoria Ltda., a company controlled and managed by Ronald Miles, who was director of the Company until 2008 and
member of the Board of Directors in 2009.

13.15 With respect to the last three accounting reference periods, disclose the amounts as
acknowledged in the results released by direct or indirect affiliates, subsidiaries or
companies under common control, by members of the Executive Board, of the Board of
Executive Officers or the Fiscal Board, grouped per board or committee, specifying the
purpose of such amounts paid to the referred individuals.

Not Applicable

13.16 Other information that the Company might judge relevant

There is no other relevant information with respect to item 13.

159

14. HUMAN RESOURCES

160
14.1 Description of the Companys Human Resources, providing the following information
a. the number of employees (total, by groups based on activity and by geographic
location)

The chart below shows the number of our employees in the financial years ended December 2008, 2009
and 2010:
2008 2009 2010
Heavy Construction Division 449 521 572
Industrial Services Division 2,154 2,474 3,006
Jahu Residential and Commercial
Construction Division
1
323 308 460
Rental Division 69 103 222
Events Division 2 1 1
Corporate 92 130 208
Total 3,090 3,537 4,469
___________________________
(1) Division acquired in 2008.
On December 31 of 2010, all employees were allocated in Brazil. The table below indicates the location of
the employees of the Company, considering the divisions and departments to which they belong, as
indicated below:
2010
State Employees

Heavy
Construction
Industrial
Services Jahu Rental Corporate Total
Rio de Janeiro 170 572 112 47 141 1042
So Paulo 246 874 105 69 29 1324
Minas Gerais 20 249 54 45 5 373
Esprito Santo 0 0 14 3 1 18
Bahia 60 1311 47 39 29 1486
Paran 0 0 38 9 0 47
Rio Grande do Sul 1 0 37 10 0 48
Distrito Federal 74 0 53 0 3 130
Pernambuco 1 0 0 0 0 1

2009
State Employees

Heavy
Construction
Industrial
Rio de Janeiro 141 612 98 30 89 970
So Paulo 271 604 89 37 17 1018
Minas Gerais 20 135 44 18 2 219
Bahia 30 964 0 18 20 1032
Paran 0 0 26 0 0 26

2008
State Employees

Heavy
Construction
Industrial
Rio de Janeiro 125 637 152 19 64 997
So Paulo 228 490 77 27 16 840
Minas Gerais 17 65 40 12 0 134
Bahia 21 764 0 11 12 808
Paran 0 0 28 0 0 28

161
b. the number of outsourced employees (total, by groups based on activity and by
geographic location)

The Company has outsourced certain activities which are not directly related to its core business, such as
janitorial services, security, transport, meal preparation, and IT support, among others. In addition, the
Company signs short-term employment contracts in accordance with the fluctuation in demand for their
services. In December 31, 2010, the Company hired 90 outsourced workers, as detailed below:

2010
State
Janitorial
services Security Transport Catering IT Support Total
Rio de Janeiro 10 12 5 27
So Paulo 16 15 4 35
Minas Gerais 2 7 1 10
Esprito Santo
Bahia 1 2 1 3
Cear
Pernambuco
Paran 1 4 5
Rio Grande do Sul 1 1 2
Distrito Federal 4 2 1 7
Gois 1 1
Par

2009
State
Janitorial
Rio de Janeiro 8 6 2

0 3 19
So Paulo 7 9 2 1 2 21
Minas Gerais 1 4 0 0 0 5
Bahia 0 2 0 0 0 2
Paran 0 0 0 0 0 0

2008
State
Janitorial
Rio de Janeiro 7 6 0 0 5 18
So Paulo 7 10 0 0 2 19
Minas Gerais 1 0 0 0 0 1
Bahia 0 4 0 0 0 4
Paran 0 0 0 0 0 0

c. employee turnover index

The index of employee turnover (churn) in financial years ending in 2010, 2009 and 2008 was
5.87%, 4.82% and 4.92%, respectively, considering the employees allocated in the Industrial Services
division.
The turnover rate of professionals who assemble and disassemble equipment is significantly higher than
the Company average, and reached 6.63% in 2010. This is a consequence of the short-term employment
contracts signed to meet the fluctuation in demand for the Industrial Services division. Excluding this
effect, the turnover rate in 2010 would be 4.33%.

162
d. company's exposure to labor liabilities and contingencies

See item 4.3.

14.2 Comments about any relevant change that occurred with regard to the figures in
the item 14.1" above.

The increase in the Company's workforce is related to the growth of their businesses, especially the
Industrial Services division, which is labor intensive.

14.3 Description of Company employee remuneration policies

a. Salary and variable remuneration policy

The Company believes one of its key competitive advantages is the quality of its skilled labor. The
Company has developed, over the years, a human resources development culture based on achievement,
employee participation and transparency. The Company also has profit sharing programs and offer
opportunities for professional development. The Company believes this culture promotes the loyalty,
engagement and enthusiasm of the employees, which leads to a historically low rate of substitution of
skilled labor (turnover) and increases our ability to provide quality services to our customers.

The Companys compensation policy includes the payment of salaries consistent with those in the market.
Additionally, the Company offers the Profit Sharing Program to all its employees.

b. Benefits policy

As a standard policy, the Company offers its employees the following benefits and facilities, which may
change due to contracts executed with its clients:
- health insurance with coverage for hospital stays: employees contribute part of the cost of this
benefit (15% to 35%, according to their salary);
- group life insurance fully funded by the Company;
- dental care fully funded by the employees opting in for this benefit;
- essential food baskets partially funded by the Company (50%) for employees who receive up to
six times the minimum wage, and that have not missed a workday or arrived late in the month.
Each of these employees receives one food basket per month. In December 2010 the Company
distributed 2,688 food baskets to our employees;
- meal allowance: 20% of the cost of the benefit is discounted from the employee's paycheck;
- loans to employees under the "Desafogo" Project: the funds should be allocated to specific
purposes and cannot exceed one nominal salary of the employee, limited to the amount of R$2.5
thousand;
- pharmacy benefit agreement;
- lending of a car to the executives, who must bear all maintenance costs of the vehicle (except for
insurance and IPVA property tax); and
- stock option plan (only for our directors and executives).

163
c. Characteristics of compensation plans based on stock options of non-administrator
employees

The Company has four stock option plans that benefit their employees, namely, "Plano Especial Top
Mills, Plano Especial Rental Diretor, Plano Especial Rental Gerentes e Plano de Opes de
Compra de Aes 2010.

a. Groups of beneficiaries
Managers of the Company, provided that they have been in this position since June 2007 or as
otherwise deemed eligible by the Board of Directors.
b. Conditions for the exercise
Virtual stock options were converted into stock options upon the Companys IPO.
c. Exercise price
The price of common shares to be acquired by beneficiaries through the exercise of options was R$1.88
per share, restated by the IPCA, calculated from January 2008 to the date of exercise of the option is
exercised.
d. Exercise terms
The term for exercising the options will expire four years after the IPO on April 15, 2011.
e. Number of shares in the plan
Up to 782,027 common shares issued by the Company, of which 512,301 are allocated to employees.

Plano Especial Rental Diretor
The executive responsible for the Rental Division.
The stock options were granted upon implementation of the plan. The first target established in the plan
(which consisted in the Rental Division's EBITDA reaching R$11.0 million) was met in December 2008,
and 19,341 options became exercisable. When the second target (which consisted in the Rental Division's
EBITDA reaching R$22.0 million) was met in December 2009, 23,056 options became exercisable.
c. Exercise price
The price of common shares to be acquired by beneficiaries through the exercise of options will be R$1.88
per share, restated by the IPCA, calculated from January 2008 to the date the option is exercised.
d. Exercise terms
The term for the exercise of the options will expire in December 2013. The plan provides that, for options
granted after the first target is reached, the plan's beneficiary is subject to a lock-up period with the
following duration: (I) three years from the date the shares are obtained; (Ii) when the second target is
reached; and (iii) up to the end of 2013. Shares acquired due to achievement of the second target may
be readily disposed of. Considering that the second target has been reached, shares acquired under said
plan may be readily disposed of.

164
Up to 42,397 shares issued by the Company, of which 23,056 can still be subscribed or purchased under
the plan.

Plano Especial Rental Gerentes
Managers in the Rental Division.
The stock options were granted upon implementation of the plan. The first target established in the plan
(which consisted in the Rental Division's EBITDA reaching R$11.0 million) was met in December 2008,
and 51,575 options became exercisable. When the second target (which consisted in Rental Division's
EBITDA reaching R$22.0 million) was reached in December 2009, 61,484 options became exercisable.
c. Exercise price
The price of common shares to be acquired by beneficiaries through the exercise of options will be R$1.88
per share, restated by the IPCA, calculated from January 2008 to the date the option is exercised.
d. Exercise terms
The term for the exercise of the options will expire in December 2013. The plan provides that, for options
granted after the first target is reached, the plan's beneficiary is subject to a lock-up period with the
following duration: (I) three years from the date the shares are obtained; (Ii) when the second target is
reached; and (iii) up to the end of 2013. Shares acquired due to achievement of the second target may
be readily disposed of. Considering that the second target has been reached, shares acquired under said
plan may be readily disposed of.
Up to 113,059 shares issued by the Company, of which 61,484 can still be subscribed or purchased under
the plan.

Plano de Opes de Compras de Aes 2010
Employees in managing positions, and board members.
In order to be entitled to grants under the 1/2010 Program, each beneficiary must use at least of 33% of
the variable portion of their compensation under the Company's Profit Sharing Program, net of taxes and
for the year of 2009, to acquire shares issued by the Company.
For as long as the exercise price is not fully paid, the shares acquired through the exercise of the option
under the Plan cannot be sold to third parties, except upon prior authorization from the Board of
Directors, in which case the sale proceeds will be mainly used to settle the beneficiary's debt with the
Company.
Pursuant to the respective Option Agreement, each beneficiary is prohibited to trade their acquired shares
for a period of 5 years, respecting the following rules:

165
(i) After one year as of the execution of the respective Option Agreement, beneficiaries are free to
trade up to 25% of their acquired shares;
(ii) After one year as of the term defined in item i, beneficiaries are free to trade another 25% of
their acquired shares;
(iii) After one year as of the term defined in item ii, the beneficiary is free to trade another 25% of
the acquired shares; and
(iv) After one year as of the term defined in item iii, each beneficiary is free to trade the remainder
of their acquired shares;
c. Exercise price
The price of the common shares to be acquired by the beneficiaries through the exercise of options shall
be set by our Board of Directors or committee, based on the average trading price of our shares on the
BM&FBOVESPA, weighted by the trading volume in the month or two months prior to the grant, adjusted
for inflation using the IPCA, less any dividends and interest on equity per share paid by us as of the grant
date. Exceptionally for the first grant, the exercise price of the options will be based on the IPO issue
price (R$11.50), adjusted for inflation using the IPCA, less any dividends and interest on equity per share
paid by us as of the date of grant.
d. Exercise terms
The options granted under this plan will be subject to vesting periods of up to 72 months for the
conversion of options into shares.
The stock options granted under the plan may grant rights to acquire up to 5% of the shares in our
capital stock. Additionally, the plan's target is to grant stock options in a number that does not exceed,
annually, 1.5% of the shares of our capital stock at the date of approval of the plan.

To date, were granted options that, when exercised, shall be converted into 935,520 common shares
issued by the Company.

14.4 Description of the relationships between the Company and trade unions

At December 31, 2010, approximately 4% of the Companys employees were represented by a trade
union, especially the Civil Construction Trade Union and the Commerce Union. The Company has
agreements with each trade union, and renegotiate them every year.
The Company maintains a good relationship with the main trade unions its employees are represented by.
Even so, the Company has had strikes in the Industrial Services Division for past three years in Rio de
Janeiro, Minas Gerais, Esprito Santo and Bahia, triggered by disagreements with the trade unions
regarding the collective bargaining agreements, totaling a downtime of 47 days, and reaching only part of
the workforce. Additionally, the Companys employees were involved in strikes at clients' sites.

166

15. OWNERSHIP

167
15.1/15.2 Identification of majority shareholder or group of shareholders:

The table below presents the ownerhip structure of company to date, emphasizing the quantity of shares
of capital stock held by direct controlling and administrators on January 24, 2012:

MILLS ESTRUTURAS E SERVIOS DE ENGENHARIA S.A.
Shareholder
Date of
last
change CPF/CNPJ Nationality
Participates
in
shareholder
agreement

Controlling
Shareholder Quantity
% Capital
Stock
NACHT
PARTICIPAES
S/A
4/18/2011
27.109.446/0001-
05
Brazilian Yes Yes 27,421,713 21.8%

Jeroboam
Investments
LLC

10.944.330/0001-
99
American Yes Yes 19,233,281 15.3%
Administrators 9/23/2011 No No 6,268,953 5.0%
Capital Group
International
Inc
4/20/2010 American No No 7,032,185 5.6%
FMR LLC 11/11/2010 American No No 6,587,000 5.2%
Others 8/23/2011 No No 59,146,175 47.1%

NACHT PARTICIPAES S/A
Shareholder
Date of
last
Participates
in
shareholder
agreement

Controlling
% Capital
Stock
Andres
Cristian Nacht
4/18/2011
098.921.337-49
Argentine Yes Yes

2.689.232 56.9%

Jytte
Kjellerup
Nacht
4/18/2011
289.858.347-20
Danish Yes Yes

923.341 19.5%

Others
4/18/2011

Yes Yes
1.115.704 23.6%

JEROBOAM INVESTMENTS LLC
Shareholder
Date of
last
Participates
in
shareholder
agreement

Controlling
% Capital
Stock
Jenison
Securities
Corp.
4/18/2011

Panamanian Yes Yes
100%

JENISON SECURITIES CORP
Shareholder
Date of
last
Participates
in
shareholder
agreement

Controlling
% Capital
Stock
Nicolas Nacht

734.150.811-68
Argentine Yes Yes
40%

Helen Anne
Margaret
Ahrens

289.858.347-20
Yes Yes
40%

Others

Yes Yes
20%

168
15.3 Description of Share Capital

On January 24
th
, 2012:
Number of individual shareholders 427
Number of corporate shareholders 466
Number of institutional investors 26
Date of last General Meeting 08/01/2011
Number of outstanding shares per class and type 72,170,370
% free float 57.4%

15.4 Organization chart of company shareholders with equal to or more than 5% of shares

See item 8.2.

169
15.5 Shareholder Agreements filed at the headquarters of the Company in which the
controlling entity participates, which regulate the exercise of voting rights or rights to
transfer Company shares:

The Shareholder Agreement signed on July 9, 2007 was terminated because of the public offering of
primary and secondary distribution of shares of the Company.

On February 11 of 2011, Nacht Participaes S.A. controlling shareholders signed a new Shareholders
Agreement regulating the exercise of the Company's control, as described below.

a. Members: (i) Andrs Cristian Nacht, Jytte Kjellerup Nacht, Tomas Richard Nacht, Antonia Kjellerup
Nacht, Pedro Kjellerup Nacht, Francisca Kjellerup Nacht (jointly, Famlia Nacht), (ii) Jeroboam
Investments LLC, and (iii) as actors, Nacht Participaes S.A. and Mills Estruturas e Servios de
Engenharia S.A.

b. Date: 02.11.2011

c. Term: 12.31.2011

d. Description of the clauses relating to the exercise of voting rights and control power. The vote of
the parties with respect to any resolutions pertaining to the Company, whether in general meetings or
other corporate events, must be set by agreement between the parties. The shareholder Andrs Cristian
Nacht, for this purpose, either in general meetings or board of directors meetings, will always represent
the parties.

e. Description of the clauses relating to the appointment of administrators. See item d. No other
provisions for the appointment of directors, in addition to the prediction that the parties will be
represented on the board by Mr. Andrs Cristian Nacht.

f. Description of the clauses concerning the transfer of shares and the preference for buying them.
The shareholder agreement forbids the transfer of shares to persons outside the family connection
consanguinity between the control group in excess of 10% of the shares held by each party to the
shareholders agreement.

g. Description of the clauses restricting or binding the voting rights of members of the board. See
item d. No other provisions for the restriction or binding vote of the directors, in addition to the
prediction that the parties will be represented on the board by Mr. Andrs Cristian Nacht.

15.6 Significant Changes in the shareholdings of Members of the Control Group and
directors of the Company in the last 3 financial years

Nacht Participaes S.A. Capital Reduction

At the Extraordinary General Shareholders Meeting held on February 17, 2011, the shareholders of Nacht,
after capitalization of part of the accumulated profits and the legal reserve, approved the capital reduction
of the capital stock of Nacht. Such capital reduction will be effected through the delivery of shares issued
by Mills currently held by Nacht to some of its shareholders after the 60-day period provided by law to
creditors opposition.

As a result of the capital reduction, the interest of Nacht on the voting and total capital stock of Mills will
be reduced in 17.2%, from 39.0% to 21.8%, and the shareholders Jeroboam Investments LLC
(Jeroboam), Andres Cristian Nacht (Cristian Nacht) and Jytte Kjellerup Nacht (Jytte Nacht) will hold a
direct stockholding at Mills of 15.3%, 1.4% and 0.5%, respectively.

170
Moreover, to regulate its relationship as shareholders of Mills and continue to be qualified jointly as the
controlling group of Mills, even after Nachts capital reduction, all shareholders of Nacht on February 11,
2011, which included Jeroboam and the members of the Nacht family (Nacht Family), including Cristian
Nacht and Jytte Nacht, executed a shareholders agreement regulating the voting rights and the transfer
of shares of Nacht and Mills.

The main terms of this shareholders agreement are: (a) maintenance of the Nacht Family and Jeroboam
as the controlling group of Mills, (b) joint exercise of the voting rights in any decision involving Mills, (c)
designation of Cristian Nacht as representative of the controlling group at the Board of Directors and
Shareholders Meetings of Mills, and (d) prohibition of sale to third parties of shares of Mills representative
of more than 10% of the participation that each shareholder holds individually.

The capital reduction of Nacht and the execution of the shareholders agreement do not cause any change
on the administrative structure and control of the Company, which will still be held by the Nacht family in
the same proportion held previously. In addition, this transaction does not involve any change in the
number of shares or in the amount of the capital stock of Mills.

Increases of Capital of the Company and Staldzene

Shareholders of the Company and Staldzene approved on March 12, 2010 an increase in the capital of
both companies worth R $ 323.8 thousand through the issue of 153,690 shares by the Company and
24,809,032 shares of Staldzene. The increase was approved depending on the exercise of options to
purchase shares granted under the "Special Plan ex-CEO". The increase in the share capital of the
company was fully subscribed by Staldzene, while the increase in the share capital of Staldzene was fully
subscribed by the recipient of the "Special Plan ex-CEO".

Reductions of Capital of Staldzene and Nacht Participaes

On March 18, 2010, Staldzene shareholders, our controlling shareholder, ratified the reduction of the
share capital of that company, the reduction was approved at an Extraordinary General Meeting held on
December 4, 2009. The reduction value was R$13.3 million with the cancellation and it involved the issue
of 6,307,457 shares of the Company disproportionately distributed to the shareholdings.

Also on March 18, 2010 shareholders of Natch Participaes, controlling shareholder of Staldzene, ratified
the reduction of the share capital of that company approved at an Extraordinary General Meeting held on
December 4, 2009. The reduction value was R$13.3 million with the cancellation and involved the issue of
6,307,457 shares of the Company disproportionately distributed to the shareholdings.

On September 30, 2010, Staldzene had its share capital decreased after capitalizing intermediate profits
and part of the legal reserve. The share capital reduction occured by transferring a certain quantity of Mills
shares, which are currently owned by Staldzene, to Staldzenes shareholders. Staldzene participation in
Mills total and voting capital was reduced in 6.7%, from 46.0% to 39.3%.

On November 30, 2010, Staldzene was extinguished due to a corporate restructuring. Nacht merged
Staldzene, succeeding it in all its rights and obligations. As a result, Nacht becomes Mills direct controlling
shareholder with 39.3% of the total and voting capital stock.

Primary offering and secondary distribution of shares

The Company with some of its shareholders promoted primary public offering of 37,037,037 shares issued
by the Company and secondary public offering of 14,814,815 shares held by selling shareholders. The
Offer Shares have been traded on the Novo Mercado segment of BM&FBOVESPA since April 16, 2010.

On May 14, 2010, the leading coordinator of the public offer fully exercised the option of placing
additional 7,777,777 common shares owned by certain selling shareholders. The shares subject to such

171
allotment will be traded on the Novo Mercado segment of BM&FBOVESPA on May 19, 2010. There was no
increase in the capital of the Company due to the exercise of the over-allotment option.

15.7 Other information which the Company deems relevant

There is no other information which the Company deems relevant.

172

16. TRANSACTIONS WITH RELATED PARTIES

16.1 Rules, Policies and Practices for Transactions with Related Parties.

The business and transactions with related parties of the Company are always performed by observing price and usual market conditions and they
do not generate any benefit or detriment to the Company or any other party.

Under our bylaws, the Board must approve any transaction with any of the Company's shareholders.

16.2 Information on Transactions with Related Parties

Name of
related
party
Relationship
with the
Company
Date of
Transaction
Purpose of
the contract
Amount (R$
thousand
Oustanding on
December 31 of
2011
Amount of
related
party(R$
thousand)
Guaranties
and insurance
Duration
(months)
Conditions of
termination or
expiration Loan and Debts
(R$
thousand) (R$ thousand)
2011
Purpose
and
reason
Interest
rate
Ronald
Miles
Ex-Board Member 1/2/2009 Consulting 125,000 - 125,000 - 15 3/2/2010 - -
Ronald
Miles
Ex-Board Member 4/2/2010 Consulting 90,000 60,000.00 90,000 - 15 7/02/2012 -
Elio Demier Board of Directors
Member
10/1/2009 Consulting -
IPO
175,000 - 175,000 - 7 04/30/2010 - -

_______________________________________________

16.3 Measures Taken to Address the Conflict of Interest

The Company has adopted corporate governance practices and those recommended and/or required by applicable regulations including those set
out in Novo Mercado regulations. The Board of Directors must approve and adopt the policies necessary arrangements for directors and
shareholders will not be involved in conflict of interest situations. Additionally, pursuant to our by-laws, the Board of Directors must approve any
transaction with any of the Company's shareholders.

The transactions described in Item 16.2 above were conducted by administrators who had no conflict of interest with the Company, as it was
evidenced by the instruments that guided these operations. Additionally, the steps adopted followed the general rules of the Company with
respect to the processing of operations in situations of conflict of interest; and the commutativity of operations with Mr Elio Demier and Ronald
Miles is proving impossible, given the personal character of their services. All shareholders were fully aware of the existence of such operations.
and the financial statements for the fiscal years in which the operations incurred were approved by shareholders representing 100% of capital.

174

17. SHARE CAPITAL

175
17.1 Information about the share capital

Type of Capital: Authorized Capital
Date of approval: 08/01/2011
Capital R$: -
Quantity of common shares: 200,000,000
Total quantity of shares: 200,000,000

Type of Capital: Issued Capital
Capital R$: 527,985,687.98

Type of Capital: Subscribed Capital
Capital R$: 527,985,687.98

Type of Capital: Paid-up Capital
Capital R$: 527,985,687.98

17.2 Regarding the increase of Capital increases

Resolution
Date
Corporate
Body that
ruled the
increase
Issue
Date
Total amount of
the increase
Type of
Increase
Shares
issued
Subscription
/ previous
capital
Issue
price
Rate
Unit
Criteria used to
determine the
issue price
Form of
Payment
1/30/2009
General
Meeting
1/30/2009 R$27,178,575.61
Private
Subscription
20.096.393 29.93905891 R$1.35 R$ Unit
The issue price
was determined
based on the
asset value of the
Companys
shares.
Goods
10/1/2009
General
Meeting
10/1/2009 R$134,423.51
Private
Subscription
199.853 0.22913476 R$0.67 R$ Unit
The issue price
was determined
based on the
asset value of the
Companys
shares.
Cash
3/12/2010
General
Meeting
- R$16,200,604.68
Without
Share
Issuance
- - - R$ Unit - -
3/12/2010
General
Meeting
3/12/2010 R$323,828.12
Private
Subscription
153.690 0.17580529 R$2.11 R$ Unit
The issue price
was determined
based on the
asset value of the
Companys
shares.
Cash

176
4/14/2010
Board of
Directors
4/14/2010 R$425,925,926.00
Public
Subscription
37.037.037 42.29214616 R$11.50 R$ Unit
The issue price
was determined
based on the
gathering of
investment
intentions
conducted by the
issuance
coordinators and
related companies
together with
institucional
investors
(bookbuilding
procedures)
Cash
11/30/2010
Board of
Directors
11/30/2010 R$ 1,670,424.84
Private
Subscription
884.005 0.71000000 R$1.89 R$ Unit
Regards the
average issue
price. Values
related by the
Companys stock
option plans
(Special Plan Top
Mills, Special CEO
Plan, Special
Rental - Director
Plan, Special
Rental - Manager
Plan).
Cash
07/27/2011
Board of
Directors
07/27/2011 R$1,548,424.09
Private
Subscription
128.287 0,10%
R$
12.07
R$ Unit
The price is based
on the released
value of Mills
shares during the
IPO, corrected
monetarily by the
agreedment with
the IPCA, as from
the option
contract date
(05/31/2011),
deducted from
the dividend and
interest on capital
values per share
paied by Mills,
until the fiscal
date (July 2011).
Cash
09/23/2011
Board of
Directors
09/23/2011 R$110,495.40
Private
Subscription
48,028 0.04% R$ 2.30 R$ Unit
The price is based
on the Companys
stock option plan
(Special TopMills
Plan, Special
Plan)
Cash
09/23/2011
Board of
Directors
09/23/2011 R$14,142.18
Private
Subscription
18,598 0.01% R$ 0.76 R$ Unit
The price is based
on the Companys
stock option plan
(Special TopMills
Plan, Special
Plan)
Cash
10/24/2011
Board of
Directors
10/24/2011 R$790,329.68
Private
Subscription
65,642 0,05%
R$
12.04
R$ Unit
The price is based
on the released
value of Mills
shares during the
IPO, corrected
monetarily by the
agreedment with
the IPCA, as from
the option
contract date
(05/31/2011),
deducted from
the dividend and
interest on capital
values per share
paied by Mills,
Cash

177
until the fiscal
date (July 2011).
01/24/2012
Board of
Directors
01/24/2012 R$398,490.09
Private
Subscription
32,583 0.0755 R$12.23 R$ Unit
The price is based
on the released
value of Mills
shares during the
IPO, corrected
monetarily by the
agreedment with
the IPCA, as from
the option
contract date
(from June, 2010
to 01/24/12),
deducted from
the dividend and
interest on capital
values per share
paied by Mills,
until the fiscal
date.
Cash

17.3 Stock splits, reverse splits and bonuses.

Not applicable, as none of these operations occurred.

17.4 Regarding reductions in the Companys share capital

The table below details the reduction of the Companys capital approved on June 30, 2009:
Capital Reductions

Resolution
Date

Reduction
Date

Body
Resolution

Value
Reduction

Canceled
Shares

Refund per
Share

Percentual
Reduced(1)

Reasons for
the Reduction
06/30/2009 06/30/2009
Shareholder
Meeting R$13,434,306.72 - - 14.2% Loss Reduction
_____________________________
(1) Represents the percentage of the capital reduction relative to the capital immediately prior to the reduction.

17.5 Other information that the Company considers relevant

Additionally, at the Extraordinary General Meeting held on January 30, 2009, the Companys shareholders
approved the conversion of 23,990,948 common shares into the same number of class A preferred
shares. On February 8, 2010, the Companys shareholders approved at the Extraordinary General Meeting
the conversion of all of the Companys class A preferred shares into common shares at a ratio of one new
common share for each class A preferred share converted. At the Ordinary and Extraordinary General
Shareholders Meeting held on April 19, 2011, it was approved the amendment of the caput of Article 5 of
the Company's Bylaws, to adjust it to the deliberations of the Board of Directors taken on April 14, 2010
and November 30, 2010, which approved the increase of capital stock within the limit of authorized
capital, passing the relevant article to henceforth as the following wording:

"5
th
Article The capital, fully subscribed and paid, is R$ 525,123,806.54 (five hundred twenty-five
million, one hundred twenty-three thousand, eight hundred and six dollars and fifty-four cents),
represented by 125,495,309 (one hundred twenty-five million, four hundred ninety-five thousand, three
hundred and nine) common, nominative, inscribed and without par value shares."

178

179

18. SECURITIES

180
18.1 Description of the rights of each class and type of share issued

Type of shares: Common

Tag Along: 0,00%

Dividend rights: At each Shareholder General Meeting, the Board of Directors should make a
recommendation on the allocation of net income for the preceding fiscal year, which will be subject to
approval by the shareholders. For purposes of the Brazilian Corporate Law, net income is the profit or loss
for the year that remains after deducting accumulated losses from prior fiscal years, amounts relating to
income tax and social contribution, and any amounts allocated to the payment of profit sharing to the
employees and executives of the Company. The Company's Bylaws provides that an amount equivalent to
25% of the adjusted net income for the year should be available for the payment of dividends or interest
on equity in any year. This amount represents the compulsory dividends. If the mandatory dividend
exceeds the realized portion of net income, the excess may be allocated to an unrealized profit reserve.
The calculation of net income and allocations to reserves and the amounts available for distribution are
made based on financial statements prepared pursuant to the Brazilian Corporate Law.

Voting rights: Full

Convertibility to other class or type of share: no

Right to reimbursement of capital: yes

Description of the reimbursement of capital: The Company's statutory provisions follow, in this subject,
the rules established in the Corporate Law Act and applicable legislation.

Restrictions regarding outstanding shares: no

Circumstances where guaranteed rights of said securities may be altered: Under the Brazilian Corporate
Law, the Bylaws, or resolutions adopted by shareholders in General Meetings can restrict the shareholders
from the following rights: (i) Right to profit sharing; (ii) Right to participate in the distribution of any
remaining assets in case of Company liquidation, proportionately to their interest in the capital stock; (iii)
Preemptive rights in the subscription of shares, convertible debentures or subscription rights, except in
certain circumstances provided in the Brazilian Corporate Law; (iv) The right to supervise the
management of corporate businesses, as provided by the Brazilian Corporate Law; (v) The right to vote in
Shareholders General Meeting; (vi) The right to leave the Company, in the cases provided in the Brazilian
Corporate Law. Changes in rights assured by shares other than those listed above (e.g.: change in the
minimum compulsory dividend, change in the reimbursement amount, limitations to the exercise of voting
rights, etc.) may be modified by decisions made in general shareholders meetings, by simple or qualified
majority of the Company's shareholders, depending on the nature of the matter to be resolved.

Other Relevant Characteristics: No further relevant information pertaining to this item 18.

18.2 Statutory regulations which limit the right to vote of relevant shareholders or which
cause them to hold a public offering.

According to Article 32, Chapter 7 of the Companys bylaws, the transfer of share control of the Company,
directly or indirectly, whether through a single operation, or through successive operations, shall be
contracted under a precedent or subsequent condition that the acquiring party shall make the call option
for purchase of the remaining shares of other shareholders of the Company, subject to any conditions and
terms provided for in existing legislation and the rules of the New Market, in order to ensure them equal
treatment given to the seller.

181
Paragraph 1 - public offering referred to in this article shall also be required: (a) when onerous
assignment of subscription rights or options to acquire shares or other securities or rights to securities
convertible into shares or carrying rights to subscribe or acquisition, as appropriate, which may result in
the sale of the Company's control, and (b) in case of transfer of control of company(ies) holding Control
of the Company, which, in this case, the Controlling Shareholder shall be obliged to declare to
MM&FBOVESPA the value assigned to the Company in such transaction and provide supporting
documentation.

18.3 Description of exceptions and suspensive clauses relative to ownership or
political rights set forth in the bylaws

Not applicable, as there are no exceptions or suspensive clauses relative to ownership or political rights
set forth in the Companys bylaws.

18.4 Information on the volume of trading as well as minimum and maximum values
for securities traded on the stock exchange or the over-the-counter market, in each of the
quarters in the last 3 financial years.

Quarter
ended,
Securities Type Class Market
Administrative
Authority
Total financial
volume traded
(Reais)
Highest
price
(Reais)
Lowes
price
(Reais)
Factor
price
(Reais)
03/31/2010 Not applicable, as the Company did not have shares during this period.
30/6/2010 Aes Common -
Stock
Exchange
BM&FBOVESPA
S.A.

205,417,537.00
13.99 10.10
R$ per
share
30/9/2010 Aes
Common
-
Stock
Exchange
BM&FBOVESPA
S.A.

181,735,768.00
17.13 13.40
R$ per
share
31/12/2010 Aes
Common
-
Stock
Exchange
BM&FBOVESPA
S.A.

660,681,560.00
25.30 16.65
R$ per
share
31/3/2011 Aes
Common
-
Stock
Exchange
BM&FBOVESPA
S.A.

389,456,322.00
23.27 17.13
R$ per
share

18.5 Description of other securities which are not shares

The Company's first issue of commercial papers in a single series
a
Identification of securities first issue of commercial papers in a single series
b
Quantity 30 commercial papers
c
Total amount R$30,000,000.00
d
Issue date March 29, 2011
e
Restrictions on trading
The Commercial Papers will be the object of a public distribution offer with restricted placement
efforts, targeted at qualified investors, as defined in Article 4 of CVM Rule 476, on a firm
guarantee basis.
f
Convertibility Not applicable
g
Possibility of redemption:

(i) Possibility of redemption
Pursuant to CVM Rule 134, the Company may redeem the Commercial Papers, in full an
unilaterally, in accordance with the procedures to be set forth in the Commercial Papers, upon
payment of the Nominal Unit Value plus the Yield calculated pro rata temporis from the Issue
Date to the date of effective payment, without any goodwill or penalty. To do so, the owner of
the respective Commercial Paper must give his or her prior irrevocable and irreversible consent,
at the moment of subscription or acquisition. The early redemption would imply (a) the extinction
of the Commercial Papers redeemed, prohibited its holding in treasury, as provided in article 7,
3 paragraph, of Instruction CVM 134; and (b) return of the redeemed Commercial Papers.
Additionally, the Company should follow the mandatory early redemption of the Commercial

182
Paper at the date of subscription and payment of debentures that were issued in April 2011, if
such date is earlier than the Maturity Date, upon payment of the Nominal Valeu plus the
Remuneration, calculated pro rata from the Issue Date until the date of actual payment, without
premium or penalty.
Commercial Notes were redeemed in advance and are no longer outstanding, without premium
or penalty.

(ii) Assumptions and method
of calculating the redemption
value
The Nominal Unit Value of the Commercial Papers will not be monetarily restated. Interest will
accrue on the Nominal Unit Value of the Commercial Papers at a rate corresponding to the
accumulated variation of one hundred and five percent (105%) of the daily average rates of the
extra-group overnight Interbank Deposits (DI), stated in annual percentage based on a year
with 252 business days, calculated and disclosed daily by CETIP in its daily bulletin available on
its Internet page (http://www.cetip.com.br), calculated exponentially and cumulatively pro rata
temporis per days elapsed, from the Issue Date to the date of effective payment of the
respective Commercial Paper, and will follow the calculation criteria determined in the Caderno
de Frmulas de Notas Comerciais e Obrigaes CETIP21, available on the CETIP web site
(http://www.cetip.com.br). The Yield will be fully paid on the Expiration Date or, depending on
the case, on the date of early redemption or early expiration, under the terms and conditions
set forth in the Commercial Paper instruments.

( ) 1 VNe J = FatorDI ,where:
J = value of Remuneration due on the Maturity Date, calculated with 6 (six)
decimal places without rounding;
VNe = Nominal Value on the Issue Date, calculated with 6 (six) decimal places
without rounding;
FatorDI = Rate product of the DI using the percentage applied, from the Issue Date,
including, as of the date of calculation, exclusive, calculated with 8 (eight) decimal places,
rounded, determined as follows:
[
=
(
|
.
|
\
|
+ =
DI
k
n
1 k 100
S
1 DI Fator
TDI
, whereas:
k = TDIk order number, ranging from 1 (one) to nDI;
nDI= total number of DI Rates, and "NDI" an integer;
S = percentage of 105 (one hundred and five) applied to the DI Rate;
TDIk= factor of the DI Rate, expressed per day, calculated with 8 (eight) decimal
rounding, as follows:
1 1
100
DI
TDI
252
1
k
k
|
.
|
\
|
+ =
, where:
DIk= DI over rate, determined by CETIP, with 2 (two) decimal places.
Observation:

The resulting factor of expression has 16 (sixteen) decimal places without rounding.

Effected if the multiplicand of factors that are daily, cumulative daily to each factor, truncates
the result to 16 (sixteen) decimal places, by applying the next daily factor, and so on until the
last to be considered.

Once the factors being accumulated, it is the factor resulting from the multiplicand "DI Factor"
with 8 (eight) decimal places, with rounding.
h if debt securities, indicate
where applicable:

(i) maturity date, including
conditions for acceleration
Maturing on June 27, 2011.
Subject to the provisions of the cartouches in Commercial Notes, the holder could declare early
maturity of the obligations under the Commercial Paper, and may demand immediate payment
of the Nominal Amount plus the remuneration, the occurrence of any of the following events,
provided in addition to other cartouches and those provided by law (each event, an "Event of
Default"): (i) declaration of acceleration of any other Commercial Paper; (ii) default by the
Company of any monetary obligation due under the Commercial Paper; (iii) default by the
Company of any non-pecuniary obligation due under the Commercial Paper; (iv) sale,
assignment or pledge any form of transfer or promise to transfer to third parties in whole or in

183
part, by the Company of any of the Obligations, without the prior consent in writing of the
Holder; (v) transformation of the Company into a privately held Company or any other social
arrangement; (vi) approval of any corporate reorganization involving the Company, without the
prior consent in writing of the Holder; (vii) change in the Company's Control; (viii) Changing the
corporate purpose, unless such change does not result in changing the company's main activity;
(ix) acceleration of any financial obligation of the Company and/or any Subsidiary of the
Company, the value of which, individually or in aggregate, be less than R$ 5,000,000.; (x)
default by the Company due to mandatory early redemption of subscription and payment of the
Debentures, as provided under "Early Redemption" above, or (xi) the Company does not use the
net proceeds of the offering as described under "Use of Proceeds" in the cartouche.

(ii) interest
In case of payment after the deadline of any amount due in respect of any obligation under the
Commercial Papers, on any and all amounts in arrears would address, without notice, notification
or judicial or extrajudicial, and subject to the Remuneration, calculated pro rata from the date of
default to the date of actual payment, (i) fines of 2% (two percent), and (ii) interest of 1% (one
percent) per month or fraction of a month, calculated pro rata from the date of default until the
date of actual payment
(iii) . guarantee and,
if in the form of collateral,
description of the goods
used as collateral
Not applicable
iv. in the absence of a
guarantee, if the credit is
secured or subordinate
Not applicable
v. possible
restrictions imposed on the
issuer

the dividend
distribution
See terms of acceleration
the sale of
certain assets
the possibility of
new debt
the issue of new
securities
vi the fiduciary agent,
indicating the key terms of
the contract
Not applicable
i conditions for
amendment of the rights
conferred by such
securities
Not applicable
j
other relevant characteristics Commercial Papers issued by Mills Estruturas e Servios de Engenharia S.A.

Non-convertible Unsecured Debentures of First issuance of the Company
Securities Debentures
Identification of securities Non-convertible Unsecured Debentures of First issuance single tranche
Issue date April 18, 2011
Maturity date April 18, 2016
Quantity 27,000
Total amount 270,000,000.00
Restrictions on trading yes
Description of trading restrictions
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 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.
Convertibility no

184
Possibility of redemption no
Assumptions and method of
calculating the redemption value
no
h. if debt securities, indicate where
applicable:

Maturity date April 18, 2016
Conditions
for acceleration
The obligations may be declared mature in advance, if the terms and conditions set forth in
the
Deed of Issue are maintained, in the occurrence of any of the events summarized below: I.
Default by non-payment of the Nominal Value, of Remuneration, premium, or any other
amounts owed to the
debenture holders; V. assignment or pledge any form of transfer or promise of transfer to
third parties in whole or in part by the Company, any of its obligations under the Deed,
without the prior consent in writing of Debenture Holders representing at least 75% of the
outstanding; VI. invalidity, unenforceability or invalidity of the deed and / or the Distribution
Agreement, is not remedied within 10 days from the date of the respective event; VII. (a)
bankruptcy of the Company, and /or any of its subsidiary or controlling Company; (b)
voluntary bankruptcy application made by the Company and / or any of its subsidiary or
controlling Company; (c) bankruptcy filing by the Company, and /or any of its subsidiary or
controlling Company, formulated by others, not elided within legal; (d) petition for judicial
or extrajudicial recovery of the Company and /or any of its subsidiary or controlling
Company, regardless of approval of the request; or (e) liquidation, dissolution or extinction
of the Company, and /or any of its subsidiary or controlling Company, unless the
liquidation, dissolution and / or extinction during the course of a corporate transaction
which does not constitute an Event of Default; VIII. changing the company into a limited
liability company, pursuant to articles 220 to 222 of Law No. 6,404/76;IX. approval of
incorporation, merger or split of the company or sale, by the company, of all or
substantially all of its assets or its mining properties, with some exceptions: (a) if the
transaction has been approved in advance by the Debenture Holders representing at least
75% of the outstanding Debentures; or (b) if the Debenture Holders that wish to do so, be
assured that, during the minimum period of six months from the date of publication of the
minutes of corporate acts in the transaction, the redemption of the Debentures held by
them, by paying the outstanding balance of the Nominal Value, plus Remuneration,
calculated pro rata from the Issue Date or the date of payment of compensation
immediately preceding, whichever is applicable until the date of actual paymentse; or (c) by
the incorporation of the Company (so that the Company is the remaining entity), of any
Subsidiary; or (d) if the operation is carried out solely between Subsidiaries; X. capital
reduction, except if previously approved by Debenture Holders representing at least 75% of
the outstanding Debentures, pursuant to Article 174, paragraph 3, of Law No. 6,404/76; XI.
change or transfer of control (as defined under Article 116 of Law No. 6,404/76), direct or
indirect, of the Company, from any Controlling Company and / or any Subsidiary, except if
previously approved by Debenture Holders representing at least 75% of the outstanding
Debentures; XV. early maturity of any financial obligation of the Company and / or any
Subsidiary, which amount, individual or aggregate, is equal to or greater than R$
5,000,000.00 or its equivalent in other currencies, and/or occurrence of any event or
default of any obligation which, after the expiration of any period provided in their
document, or in other cases, within 10 days from the date of their default, give rise to the
declaration of acceleration any financial obligation of the Company and / or any Subsidiary,
which amount, individual or aggregate, is equal to or greater than R$ 5,000,000.00 or its
equivalent in other currencies.
ii. Interest
interest paid semi-annually will account for 112.5% of the accumulated variation of the
interest rate of CDI.
iii. guarantee and, if in the
form of collateral, description of the
goods used as collateral
None
iv. in the absence of a guarantee,
if the credit is secured or subordinate
The Debentures will be unsecured, in accordance with Article 58, caput of the Law No.
6,404/76.
v. possible restrictions
imposed on the issuer
See terms of acceleration
the dividend distribution
the sale of certain assets
the possibility of new debt

185
the issue of new securities
vi the fiduciary agent, indicating the
key terms of the contract
PENTGONO S.A. DISTRIBUIDORA DE TTULOS E VALORES MOBILIRIOS
conditions for amendment of the
rights conferred by such securities
During deliberations of the General Meetings of debenture holders for each of the series, for
each outstanding Debenture one vote will be granted, permitting the establishment of
proxy, whether Debenture holder or not. Except for the provisions below, all deliberations
to be taken in the General Meeting of debenture holders will depend on approval of
debenture holders representing at least 75% of outstanding Debentures.
Not included in the quorum above are: I. quorums expressly provided for in other clauses of
the deed of issue; and II. changes, which should be approved by debenture holders
representing at least 90% of outstanding Debentures: (a) of the provisions of this clause;
(b) of the quorums for approval provided for in the Deed of issue; (c) the remuneration,
except as provided in Clause of the Deed of issuance; (d) any dates for payment of any
amounts provided for in the Deed of issuance; (e) of the term of the Debentures; (f) of the
type of Debentures; (g) creation of a repricing event; (j) of any Event of Default.
other relevant characteristics Debentures issued by Mills Estruturas e Servios de Engenharia S.A.

18.6 Description of the Brazilian markets where the company's securities are admitted
for trading

The Companys common shares are traded at the BM&FBOVESPA.

The commercial paper were registered for trading in the secondary market, through CETIP21 - Ttulos e
Valores Mobilirios, managed and operated by CETIP, trading being settled through CETIP and
electronical custody of the commercial paper by CETIP.

The debentures issued by the Company, first issuance, single tranche, of non-convertible unsecured
debentures, or placement in a public offering with restricted sales efforts, according to CVM Instruction
No. 476, were registered for trading in the seconday market and electronic custody SND Mdulo
Nacional de Debntures, managed and operated by CETIP.

18.7 Description of the securities admitted to trading in foreign markets

Not applicable.

18.8 Description of the public offerings made by the Company or by third parties, including
controlling companies and subsidiaries, relating to the Companys securities

Primary and Secundary Offering of share distribution

The Company, in conjunction with some shareholders, carried out a public offering of primary distribution
of 37,037,037 shares of common stock issued by the Company and secondary of 14,814,815 shares of
common stock held by the selling shareholders. The shares subject matter of the Offering started to be
traded on the segment called Novo Mercado of BM&FBOVESPA on April 16, 2010.

On May 14, 2010, the lead manager of the said public offering exercised in full the option of
supplementary placement of 7,777,777 shares of common stock owned by some of the selling
shareholders. The shares subject matter of the said supplementary batch started to be traded in the
segment called Novo Mercado of BM&FBOVESPA on May 19, 2010. There was no capital increase of the
Company due to the exercise of the option of supplementary shares.

18.9 Description of takeover bids made by Company for shares issued by third parties

186

Not applicable.

18.10 Other information which the Company deems relevant

There are no other relevant information pertaining to this item 18.

19. BUY-BACK PLANS AND SECURITIES HELD IN TREASURY

187
19.1 Share buyback plans

As of December 31, 2010 the Company didnt have a share buyback plan.

19.2 Securities held in Treasury

The Company doesnt have shares in Treasury.

19.3 Securities held in Treasury at the end of the last financial year

As of December 31, 2010 the Company didnt have shares in Treasury

19.4. Other information that the Company considers relevant

There are no other relevant information pertaining to this item 19.

188

20. SECURITIES TRADING POLICY

189
20.1 Description of the Companys policy for trading of securities by major shareholders,
direct or indirect, directors, members of the Board of Directors, or of any body with
consultative or technical functions, created by legal statute

a. Date of approval
February 8, 2010
b. Related parties
The Company, the Controlling Shareholder, the Administrators, members of the Fiscal Council, employees
(when they have insider information regarding the Company) and any person who adopted this trading
policy due to their title, job or position in companies that control or are controlled by the Company
("Persons Bound to the Trading Policy").
c. Main characteristics
Prohibiting the trading of securities issued by the Company by Bound Persons who have material
information about the Company; prohibiting the trading of securities issued by the Company by Bound
Persons who leave board positions, for the period of six months after they leave the position or until the
material information is disclosed; prohibiting the trading of securities issued by the Company by Related
Parties whenever a purchase or sale of shares issued by the Company by the Company is in progress, or
execution of any agreement or contract for the transfer of Companys share control, existence of intention
of promoting amalgamation, total or partial spin-off, transformation or corporate restructuring involving
the Company. This restriction only applies to controlling shareholders, direct or indirect, and
administrators when the ongoing purchase or sale of shares of the Company by the Company, and
prohibiting on trading in securities issued by the Company by persons linked to negotiating policy within
fifteen days prior to the release of quarterly and annual required by the CVM.
d.(i) Prohibitions on Trading and description of monitoring procedures
When Material Fact not yet disclosed is pending; after the disclosure of material fact, provided that
negotiations could adversely affect business conditions described in the act or fact in question; Related
Parties may not trade securities over a 15-day period prior to the disclosure, as applicable, of Company's
quarterly information (ITR) or standard financial statements (DFP); by former Administrators, for the
period of six months after they leave the position or until the material information is disclosed;.
All trading activities with securities issued by the Company carried out by Bound Persons shall only be
performed through one of the accredited brokers included in the list sent by the Company to CVM,
updated on a regular basis.
20.2 Other information that the Company considers relevant Trading Policy

Companys Trading Policy

190

21. DISCLOSURE POLICY

191
21.1 Rules, bylaws or procedures adopted to ensure that information to be disclosed
publicly is collected, processed and reported accurately and in a timely manner

Disclosure Policy

21.2 Disclosure policy for relevant events or facts adopted by the issuer, indicating the
procedures for maintaining secrecy about relevant information not disclosed

Disclosure Policy

21.3 Administrators responsible for implementation, maintenance, evaluation and
supervision of the information disclosure policy

Investor Relations Officer.


There is no other relevant information for this item 21.

192

22. EXTRAORDINARY BUSINESS

193
22.1 Acquisition or disposal of any significant asset which does not belong to the normal
operations of the Company

There was no acquisition or disposal of any significant assets which does not belong to the normal
operations of the Company.

22.2 Significant changes in the running of the Companys business

There were no significant changes in the running of the Companys business.

22.3 Identify relevant contracts concluded by the Company and its subsidiaries which are
not directly connected to its operations

No relevant contracts were concluded by the Company and its subsidiaries which are not directly
connected to its operations.


There is no other relevant information for this item 22.

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