MILLS ESTRUTURAS E SERVIOS DE ENGENHARIA S.A. CNPJ/MF n. 27.093.558/0001-15 NIRE 33.3.

0028974-7 A Publicly Held Company CONVOCATION NOTICE FOR THE ANNUAL AND EXTRAORDINARY SHAREHOLDERS MEETING The Board of Directors of MILLS ESTRUTURAS E SERVIOS DE ENGENHARIA S.A. (the Company) invites it shareholders to assemble at an Annual and Extraordinary Shareholders Meeting to be held on April 20, 2012, at 4:00 p.m., at Avenida das Amricas 500, bloco 14, loja 108, Barra da Tijuca, Shopping Downtown, in the City and State of Rio de Janeiro, to deliberate on the matters included in the agenda below. AGENDA I. At the Annual Shareholders Meeting: 1. Take the accounts of the administrators, examine, discuss and vote on the Management Report and the Financial Statements relating to the fiscal year ended December 31, 2011, as accompanied by the opinion of the independent auditors and the favorable opinion of the Fiscal Council; Deliberate the proposed capital budget for 2012; Deliberate the Administrations proposal regarding the allocation of results for the year ended December 31, 2011; Reelect the members of the Companys Board of Directors; and Establish the compensation of the Companys administrators for fiscal year 2012. Deliberate amending the Companys corporate purposes, with the consequent amendment to article 2 of the bylaws; Deliberate amending the main clause of article 5 of the bylaws, to conform to the resolutions of the Board of Directors passed on July 27, 2011, September 23, 2011, October 24, 2011, January 24, 2012 and February 28, 2012, which approved increasing capital within the authorized capital limit;

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II. At the Extraordinary Shareholders Meeting: 1. 2.

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Deliberate amending article 14 of the bylaws to conform to the new redaction of article 146 of Law 6.404 of December 15, 1976, as amended (the Brazilian Corporations Law); Deliberate creating a permanent Fiscal Council for the Company, with a consequent amendment to article 28 of the bylaws, and the election of its members; Deliberate amending the redaction of article 1 of the bylaws, to exclude the phrase if installed referring to the Companys Fiscal Council, since, upon approval of the amendment addressed in item "4" of the agenda for the Extraordinary Shareholders Meeting, the Fiscal Council will become a body with permanent functions; Establish the compensation of the members of the Companys Fiscal Council; Deliberate amending article 47 of the Companys bylaws, to conform to the new redaction of the BM&FBOVESPA Market Arbitration Chambers Regulations (Regulamento de Cmara de Arbitragem do Mercado da BM&FBOVESPA); Deliberate restating the Companys bylaws to reflect the above-mentioned amendments, if approved; and Deliberate amending item 6.1 of the Companys Stock Option Plan as approved at the extraordinary shareholders meeting held on February 8, 2010, to modify the criteria for setting the strike price of the options granted. In observance of Articles 133 and 135 of the Brazilian Corporations Law and CVM Instruction 481/09, copies of the Management Report, the Financial Statements, the opinion of the independent auditors and the favorable opinion of the Fiscal Council, relating to the fiscal year ended December 31, 2011, which were published in the March 6, 2012 edition of the journal Valor Econmico and in the March 6, 2012 edition of the Dirio Oficial do Estado do Rio de Janeiro, as well as the other documents and information required by CVM Instruction 481/09, are available to Shareholders at the Companys headquarters and on its website (www.mills.com.br), on the BM&FBOVESPA website (www.bmfbovespa.com.br) and on the website of the Comisso de Valores Mobilirios (www.cvm.gov.br). For the purposes of article 141 of the Brazilian Corporations Law and CVM Instruction 165/91, as amended by CVM Instruction 282/98 and, further, of article 4 of CVM Instruction 481/09, the minimum percentage of voting stock

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GENERAL OBSERVATIONS: 1.

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for soliciting a cumulative voting process to elect the members of the Board of Directors is 5% (five percent). 3. Subject to the provision in article 126 of the Brazilian Corporations Law, shareholders represented by procurators are asked to deliver to the Companys headquarters the mandate and documents that evidence the powers of the legal representative, preferentially 2 (two) business days prior to the Shareholders Meeting. To participate in the Shareholders Meeting, shareholders must show their I.D. or corporate documents and proof of deposit of the shares of the Company issued by the depositary. We recommend that shareholders arrive 1 (one) hour early, for due registration and entry into the Shareholders Meeting. Rio de Janeiro, March 20, 2012.

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Andrs Cristian Nacht Chairman of the Board of Directors