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International Conference Call

Mills- Estruturas e Serviços de Engenharia

4thQuarter2015 Earnings Results

March 11, 2016

Operator:Good afternoon ladies and gentlemen. Welcome to Mills’ conference call

during which we will be discussing the results of 4Q15. Right now all participants are

connected in listen-only mode and afterwards there will be a question-and-answer

session when further instructions for you to participate will be given.

Should you need assistance during the call please press star zero to reach the operator.

I would like to remind you that this call is being broadcast and simultaneously translated

into English. Questions may be asked normally by participants connected from abroad.

The recording will be available at www.mills.com.br/invetor relations.

This call is being broadcast simultaneously on the Internet also at

www.mills.com.br/investor relations.

Before proceeding we would like to clarify that forward-looking statements that may be

made during this call related to the business perspectives of the company as well as

projections are forecasts based on the company's management expectations regarding

the future of Mills. These expectations are subject to microeconomic conditions, market

risks and other factors.

Today with us we have Mr. Sergio Kariya, CEO, CFO and Investor Relations Officer; Mr.

Sebastião Dantas Ramos, Controller; and Mrs. Camila Conrado, Investor Relations

Coordinator. First Mr. Sergio Kariya will make remarks about Mills’ performance during

4Q 15 and afterwards he will be available to answer questions that you might have. Now

I would like to give the floor to Mr. Sergio Kariya. Please Mr. Kariya you may proceed.

Mr. Sergio Kariya: Good morning ladies and gentlemen and thank you for participating

in this call about Mills’ results of 4Q and full year of 2015. 2015 was challenging with the

weak performance of the economy, uncertainties in politics and the consequences of the

Car Wash Operation.

Together with the political and economic crisis there was a big impact on our business

units. This scenario for Mills meant a very sluggish market with slump in our revenues

and margins and high delinquency.

The lack of infrastructure in our country and the housing deficit are a reality and as soon

as the main points of this crisis come to an end demand and opportunities will come back

- but in order to face this period of uncertainties we took many measures over the year to

create a leaner and more agile company with a more adequate structure to the current

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challenges.These actions involved the construction of a more integrated company with

higher focus on our clients.

During 2015 we concentrated our efforts on three vectors as shown on this slide: we

made many movements to make the departments of the company more horizontal

because we had synergies and we had the merger of departments, and besides

improving our productivity and our operations we reduced our expenses.

So the merger of the commercial… management of structure and real estate were under

now the construction commercial department and operations and engineering under

engineering operations department, and also the management of financial and investor

relations under the financial department. These changes made the company more agile,

leaner with less hierarchical levels.

And on slide three we show our quest for austerity with a reduction in costs and expenses

moving our headquarters from Barra da Tijuca to Jacarepaguá in Rio and besides

reducing costs, improved communications between the administrative and operational

areas.

Now we also revised our utility contracts such as security, cleaning and warehouse leases

and we also started the shutdown of branches, five of the construction unit and three of

rental unit.

With the implementation of these actions we can say that we closed 2015 better prepared

to face 2016, which has a political and economic scenario with little visibility and with the

slowdown in the world economy - and all this means new challenges.

Slide four the new organizational structure. As mentioned in the results of the other

quarter the commercial management of infrastructure and real estate was united under

Ricardo Gusmão, which headed the commercial department of infrastructure;

engineering, field operations and logistics now merged under Avelino Garzoni; and the

rental unit the same organizational structure but adjusting due to the changesin the

motorized access market in order to support these changes; in order to support

integrations and give the necessary guideline that a service company needs we created

a human resources department under Deise Vieira.

We consolidated the financial department with investor relations and we are about to

select a new CFO and IRO. All these changes carried out in 2015 allow us to reduce our

personnel costs at approximately 22,000,000 BRL annualized.

During 2015 the company reviewed the recoverable value of the assets by means of an

internal report and we had to recognize 57.1 million BRL of impairment as you can see

on slide five.

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The management believes that the recoverable value of the assets of the construction

unit including the goodwill of Jahu acquisition in 2008 and GP Sul in 2011 is 442.5 million

BRL and the accounting value in December 2015 473.4 million BRL. Thus in this year we

needed to constitute the provision for impairment for these assets amounting to 30.9

million BRL.

For the investment in Rohr the management believes that the recoverable value is 61.2

million BRL and this year because of that we will need to establish the provision for

impairment of this asset amounting to 26.2 million BRL.

The main assumptions were (i) revenues projected based on historical data as well as

the outlook for growth of the segment in the Brazilian economy; (ii) negative operational

results in 2015 due to the reduction of activities in the sector; (iii) execution of the ongoing

program of productivity improvement and reduction of costs and expenses and the

evolution is inferior to the percentage of growth of our revenues; (iv) respective

discounted cash flow by the average weight cost of capital - WACC; (v) control politics

and evolution of working capital in the years of projection.

On slide six we present our consolidated financial performance for the quarter and for the

year. Net revenue was 127.9 million BRL in… 4Q 15 6% drop QoQ mainly due to the

negative effect of price and mix of the equipment rented in all the units and also by the

drop in the volume rented in construction.

The new Mills restructuring phase had a negative impact on the Ebitda and net income

in this quarter due to nonrecurring costs of severance and also closing of branches

amounting to 2.9 million BRL; Ebitda margin of 4Q 15 net of 30.9 million of construction

impairment was 23.6%; the loss in the quarter was 57.9 billion BRL; negative ROIC 2.9%

LTM.

On slide seven we show the breakdown of revenue per market and per type. Construction

revenue dropped in 4Q by 15% on a QoQ basis. This drop comes from the market slump

and also price pressure with a direct impact on the rental and indemnification revenues.

Even with 4Q historically having a slower pace and with a large volume of returned

material, returned machines due to the collective vacation the rental revenue was kept

stable QoQ. The rental business unit contributes 55% revenue; infrastructure 25% and

real estate 20% of our revenues.

In relation to the type of service 86% of Mills’ revenues came from equipment rental, 11%

sales.

As you can see on slide eight the sale of semi-new equipment generated 8.6 million

revenue in the quarter being 29.1 million BRL for the full year of 2015. We recognized in

our results of 2015 5.6 million BRL of sales related to the contracts signed in August 2015

of €8 million in the rental of semi-new machines. These revenues should be recognized

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over 1H 16 and depend on circumstances or conditions requested by the client, inspection

and delivery at the port for shipment.

We signed a sale commitment at rental of US$ 2.3 million with an estimated delivery in

1H 16 and with these two sales we already have a backlog of about 40 million BRL. We

have an aggressive target for sale of semi-new of up to 100 million BRL up to 2015 for

construction. We are developing the sales channel for this equipment, efforts being made

also in the international market. We already can see opportunities amounting to 21.5

million BRL and possible estimates including domestic and international sales.

On slide nine we show the evolution of our net revenue from rental highlighting the impact

of price and mix and volume. In spite of the stagnation in infrastructure market and the

stumbling blocks we signed important contracts in 4Q 15 highlighting the Orange line of

the subway and there we signed four important stretches with a higher volume of

equipment. In 4Q our construction revenue was negatively impacted by the drop in the

volume rented and the mix in price effect.

For rental the volume stabilized in the quarter in spite of the strong return of machines

that happened at the end of the year.

On slide 10 we see the utilization rate for construction and rental. In 4Q the use of…

Utilization of construction dropped QoQ due to the lower volume rented. LTM utilization

was 50%.

Rental the utilization rate was kept at 62% in spite of the higher return of equipment that

happened seasonally at the end of the year.

On slide 11 we show you the segmented of the infrastructure revenue per sector.

Infrastructure projects represented 74% of revenue including urban mobility, highways

and railways; industry 13% with major clients such as Vale.

Per origin of funds the projects of the private sector and PPPs represented 51% of

revenues.

On slide 12 we present the main infrastructure projects we are participating in: in the

Southeast we are mobilizing the project of the Galvani Mining Company of the projects in

the Salitre Serra in Belo Horizonte besides urban mobility projects in São Paulo.

In the North and Northeast the Salvador subway in Bahia; the Pecém steel mill in Ceará;

and S11D of Vale in Pará and Maranhão continue with a high volume of equipment

rented.

And finally in the Midwest and South we are working in the Papuda penitentiary in Brasília

and which will demand higher volume of formwork; and the new bridge of Guaíba in Rio

Grande do Sul. The bridge is being built overwater and will have a 2.9 km extension with

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7.3 km in special art. It is a challenge from the engineering viewpoint and we are very

proud of it.

The backlog of 2016 in infrastructure is close to historical levels vis-à-vis the revenues

we expect for the year in spite of the uncertainties in the market. Keeping this backlog

currently is recognition that we have a competitive advantage in this market.

On slide 13 we show the segmentation of the real estate revenue: residential 50% and

commercial 42%. With the unification of our equipment inventory and team we are

conquering a niche of medium-sized complex projects such as small plants, schools,

hospitals and this market was not catered to by the infrastructure unit focused on large

projects and the team was not prepared for the complexity of this kind of project. This is

another positive result of the organizational structure that we carried out.

The rental revenue on slide 14 related to construction in this quarter represented 57% of

net revenue. We have initiatives underway to increase our market share in non-

construction mainly in industrial maintenance, which are longer-term contracts.

We were appointed for the fifth consecutive year in IAPA Awards, an international award

for motorized access. This year we are competing in the category that gives awards to

the company that contributed the most to safe work at height. Of the six appointments in

the last five years Mills was the winner as the AccessCompany of the Year in 2012 and

best training center in 2014. This seventh nomination for the most respected award is a

recognition of our work.

The use of the aerial platform for work at height is growing Brazil and we are proud to

disseminate this goal through an offer of best service with the biggest fleet available and

with units that are strategically located throughout the country facilitating access to these

machines.

On slide 15 we show the evolution of the cost of sales and assets write-off since 4Q last

year, in 4Q 10.7 million, 8.9% higher than 3Q 15. Cost of sales and assets write off are

related to the sales of equipment and indemnities. It is possible to see the reduction in

the sales margin since last year as the share of costs/net revenue is growing.

On slide 16 we show the evolution of execution costs and warehouses that are directly

related to equipment rental activities. In spite of the drop in the utilization rate these costs

are not reduced in the same proportion due mainly to personnel costs. We can see that

the costs remain at the same proportion of the net revenue in the quarter.

The variation between quarters on Cogs can be seen on slide 17 and you can see the

breakdown between the construction and rental costs. In construction Cogs dropped by

6.8% mainly due to the lower maintenance costs and sales and write off of assets. At

rental Cogs remained stable with a slight reduction of 1.8%.

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On slide 18 we show the evolution of SG&A net of depreciation and impairment of 30.9

million BRL in the construction business unit amounting to 43.2 million BRL in 4Q 15.

SG&A of Mills contains a part that we call general services that includes expenses rents,

security and cleaning companies throughout Brazil. We revisited our utilities contracts in

order to negotiate and reduced these values.

The commercial, operational and administrative SG&A is related to operations and

concentrates most of our expense reduction endeavors that we are carrying out and its

part of SG&A went from 37.7 million BRL in 4Q 14 to 28.4 million BRL in the same period

this year, a reduction of about 25% or 9.3 million BRL.

On slide 19 we show you the evolution of ADD that was stable at 5.8% on a QoQ basis.

The amount of the ADD in 4Q were impacted by provisions in the construction business

unit amounting to 6.6 million BRL or 11% of net revenue. These provisions were not

related to the clients investigated in the Car Wash Operation and are not changing in the

last few months. The net receivables from these clients went from 29 million BRL at the

end of September 2015 to 23 million BRL in the end of December.

In the rental business unit ADD was 0.8 million, about 1.2% of net revenue.

As you can see on slide 20 the percentage of over 120 days past-due receivables has

been increasing with a high delinquency on the part of our clients as a consequence of

the macroeconomic situation, investigations underway and the drop in our revenues.

Slide 21 Ebitda evolution 35.1 million BRL in 3Q going down to 30.2 million BRL in 4Q 15

net of 30.9 billion BRL of the impairment of the construction business unit, and the biggest

reduction of the Ebitda was caused by the drop of 6.1 million in the rental revenues mainly

in the construction business unit. The drop in revenue was partially offset by the reduction

in costs and expenses.

The Ebitda this quarter was impacted by 2.9 million BRL in nonrecurring items and net of

these items that include 0.1 million BRL in the closing of branches and 2.8 million BRL in

severance costs Ebitda would be 33.1 million BRL.

As you can see on slide 22 the reason or the biggest reason for the drop of Ebitda was

the drop in rental revenue dropping by 27% as a consequence of the deterioration in the

macroeconomic environment.

23 construction results: net revenue 57.5%… 57.5 million BRL, 65% coming from

infrastructure, 45% real estate. Ebitda net of impairment of 30.9 million was negative by

2.1 million impacted mainly by the deterioration of the net revenue as a reduction in the

operational income before depreciation of 20.5% and an increase in ADD that this quarter

was 11% of net revenue; Ebitda margin negative by 3.7%; negative ROIC by 8.6%.

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Rental the results you can see on slide number 24: net revenue of 4Q increased by 2.3%

QoQ because the increase in the volume rented offset the slight reduction of price and

mix; Ebitda 32.3 million BRL, 22.5% higher QoQ. The main reason was a drop in the ADD

that went from and expense of 5.4 million in 3Q to and expense of 0.8 million BRL in 4Q;

Ebitda margin was 45.9% in the quarter; ROIC 5.5% LTM.

Slide 25 the company continues with a positive free cash generation amounting to 202

million BRL in the year. We invested 28.2 million in the year, of which 11.7 million

replacing the mix of the rental equipment. The adjusted operational cash flow before

interest paid and investment was 289 million in the year, representing the capacity of cash

generation from the company's operations excluding investments made and inflow from

the sale of SI.

The company should maintain a low level of investment in the medium run if necessary

without reducing its operational capacity. In the medium run we could make investments

in new technology to increase productivity in equipment maintenance and personnel

development.

Slide 26 company indebtedness. We closed the year with a net debt position of 389 million

vis-à-vis 428 million in September. Our cash position for the end of the year was 232

million BRL vis-à-vis 193 million BRL at the end of September.

In April 2016 we will have the end of the first debenture issuance and we will amortize 90

million of principal and as you can see we have 430 million BRL in principal to amortize

up to 2018.

We closed 4Q with a leverage measured by net debt/Ebitda ratio ex-nonrecurring items

of 2.1x.As you can see on slide 27 the LTM Ebitda/financial result ratio was 3x in the

same period also net of nonrecurring items in the period. For the medium run our target

is 1x and for the short run the strategy of cash preservation including the sale of assets

and cost and expense reduction strategies.

On February 5, 2016 the board approved a capital increase for the company with the

possibility of partial ratification by means of the insurance for private subscription of at

least 40,089,472 and the maximum 47,528,517 new common shares at the issuance

price of 2.63 BRL/share. At least 105.4 million BRL and maximum 125 million BRL total.

The price established considered the average of the closing daily average weighted by

the volume of trading in the trading sessions between 27 November 2015 and February

4, 2016.

The preemptive right to the subscription of these shares was granted to the company

shareholders with the closing position of February 11, 2016 in the same proportion of the

number of shares that they had this day.

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This fundraising has the objective of strengthening the capital structure of the company

reinforcing its cash to secure the medium and long-term capital needs for the

development of its activities and strengthening the levels of liquidity, reducing the

indebtedness of the company and tapping into the opportunities of market consolidation

that might appear in the medium run.

On the same date the controlling shareholders of the company, the Nacht family, signed

an investment agreement with the Axxon investment fund. This investment agreement

provides among other obligations the commitment of part of the controlling shareholders

of subscribing and paying 15 million shares for the total of 40 million BRL and assigning

Axxon the preemptive rights corresponding to the remainder of their interest.

And Axxon on its turn in this investment agreement commits to exercising the preemptive

rights that are assigned to them including the rights to subscribe the remaining interest to

subscribe and pay the shares to be issued representing up to 15% of the company capital

and the contribution by controlling shareholders and the commitment on the part of Axxon

are now to ensure the minimum subscription.

The capital increase is another action defined by the management of the company to

make Mills more liquid, more sound, more resilient to face the challenges of 2016.

To conclude I would like to highlight that 2015 was a year of challenges but victories as

well. With this adverse and uncertain scenario we were able to carry out the necessary

organizational changes in order to become a leaner company, more efficient, more agile.

We are cautious but above all we are confident with a more adequate structure and but

the cash reinforcement that will be obtained by means of the capital increase we will be

able to face 2016 that shows a very uncertain, adverse scenario within ongoing

deceleration of the economy, political uncertainty and the external situation that continues

to deteriorate.

We believe that growth fundamentals of our market and our competitive advantages

remain the same; thus we trust that we close 2015 better structured than we started the

year and if 2016 brings new challenges on the other hand we are better prepared to face

them from the internal viewpoint of the company.

Thank you very much and now we are available to answer any questions that you might

have.

Q&A Session

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Operator: Ladies and gentlemen now we will start our Q&A session. In order to ask a

question please press star one and in order to remove your question from the queue

please press star two. Once again I would like to remind you that in order to ask a question

that you should press star one.

Mr. Sami Karlik from Banco Votorantim.

Mr. Sami Karlik: Good morning I have two questions: could you please give us some

color about the sale of equipment in the construction unit? It is clear from me regarding

rental; but construction what are the main markets and do you intend to export this kind

of equipment? And what kind of clients are you aiming at and how much that could

represent?

And the second question has to do with the capital increase. You mentioned the rationale;

but as far as I am concerned due to the liquidity situation of the company over 2016 you

have maturities of 174,000,232 cash and so apparently net of Capex it is practically…

Your cash is practically equal to the maturities in 2016 and so if you do the math really

would not need this money over 2016.

I would like to understand the rationale for that regarding the capital increase thank you.

Mr. Kariya: okay Sami. Answering your first question regarding the sale of equipment

from the construction unit what we are trying to make feasible in this sale mainly in the

international market. Before we did not have this kind of culture and so we had not

established sales channels for this kind of equipment.

As today we have a competitive advantage because of the exchange rate and we are

becoming more competitive in the international market and because of that we have

already started to look for companies that are compatible with our equipment and the right

sales channels for these assets.

And this has a little bit to do with the answer I will give you regarding the second question.

The cycle is longer for the construction market and so over 2015 we have already been

working on this, although we already have a business pipeline. This cycle regarding

decision-making is longer for construction.

Although we have some objectives as I said before, 100 million for the next three years,

there are some risks inherent to the sale and the materialization of the sale.

Now going to your second question Sami regarding the capital increase we have our eyes

turned to the long-run. When you look at the company's debt and the maturity that we

have for the next three years (430 million BRL overall) we were running some risk of not

generating the necessary or enough cash, and due to the higher deterioration of the

market during this year of not generating enough cash or up to 2017 not only regarding

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the covenants. So the rationale behind the capital increase has to do with the company's

liquidity for the next few years.

Mr. Karlik: thank you Kariya and just to follow up regarding the credit market. I know

situation is tough, we have been tracking this very closely and recently… I would like to

know the level of spread for Mills in this market, just an order of magnitude.

Mr. Kariya:If you go to the market you know that there is little liquidity and credit in the

market; and if you go to the market although we do have a preapproved credit facility the

spread would be quite high in the market today - we are not talking about the percentages

higher than the CDI that we were seeking; but I can tell you that they are at very high

levels if you go to the market today.

Mr. Karlik: thank you.

Operator: our next question comes from Vitor Santos, Prisma Invest.

Mr. Vitor Santos: Good afternoon I have a few questions: during Mills’ Day that was held

in September 2015 you talked about the number of employees and I drafted down

something that was like 1900: 404 and infrastructure, 412 maintenance, 800 in rental and

200 in commercial. Could you please confirm the order of magnitude? And I would like to

understand what is your headcount today and if you could break this down.

Mr. Kariya: the numbers are a little bit different today what you drafted it down during

those days. At the time we had almost 2000 employees during this time, that is to say

when Mills Day was held and at the time I had about 500 in rental; 1300 or 1400 in

construction; and the other SG&A.

Today as to the employees of Mills about 1600:450 in rental; 1000 or less, a little less

than 1000 in construction; and the others SG&A.

Mr. Santos: and for the future are you going to have additional cuts in your headcount or

are you satisfied with the current levels?

Mr. Kariya: we are shutting down some branches and making some adjustments. We

made the necessary adjustments regarding what we see for 2016; but let us say if this

scenario deteriorates more than what we estimated then of course additional adjustments

will have to be made.

Mr. Santos: The second question could you confirm the objective of the sale of assets in

real estate? It seems to me that you only sold 9 million from real estate?

Mr. Kariya: our sales objective is as I said at the beginning: for construction 100 million

for the next three years.

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Mr. Santos:in rental the objective based on what I read 20 million were sold; 5.6 in the

contract that you signed abroad and so you still have 20 million to receive in 2016 and

then the other question is the following: what about the difference between the 20 million

and the 5.6 in the contract? This difference did you sell this in Brazil or abroad?

Mr. Kariya: in August 2015 we had announced that we had signed a contract of €8 million

and this contract of €8 million we have already delivered in 2015 5.6 million BRL; the

remainder of his contract will be delivered in 1H 16 according to our estimates.

And in the land of last year we signed another contract with another international player

of 2.5 million BRL… No, 2.3 million BRL and we will be delivering this in 1H… No it is

dollars, US$ 2.3 million in international market and we will be delivering this over 1H 16.

And with the capital increase we are decreasing our interest in continuing to sell

equipment from rental because they are imported pieces of equipment and they are

strategic for the company. So we are not interested in selling these pieces of equipment

okay?

Mr. Santos: okay. Another question: on page 5 – not of your presentation but of the

income statement - you say that you have the same expense as 2014 and despite the

reduction in rental; I would like you to explain why it was not reduced vis-à-vis 2014? I

understand the non-reduction vis-à-vis the previous quarters but not on a YoY basis;

could you explain that please?

Mr. Kariya: you mean page number five?

Mr. Santos:When you talk about costs on page number five of your income statement

you have the execution of projects and warehouses 2014 is the same as the thousand

15; is this what you mean?

Mr. Kariya:you are talking about the press release? Okay so let me refer to that. 2014

when you compare the items of execution of projects from 14 to 15 we had only a few

changes because part of the sales costs you have to be careful there because in this

quarter we talked about the Cogs of new and semi-new equipment.

When you do the math and consider our revenue from the sale of new and semi-new

equipment you see an accounting margin; all the costs referring to maintenance and labor

we cannot separate and allocate to Cogs, so part of these costs referring to the sale of

this equipment are under the execution of projects and this justifies the first point of this

increase.

And the second item of course the volumes are not that relevant; but here we are talking

about the non-recurrent costs.

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And the third item that explains the small variation that we see from 14 to 15 is the

following: we had some costs over 2014 and in 2015 mainly in the maintenance of

construction items we are launching or we are posting this in the correct manner and so

this is the reason why you do not see this abrupt difference between 14 and 15.

Mr. Santos: I would like to understand about rental, the reason why you closed the

Guarulhos and Sorocaba units. Do you have any other units in the same radius that could

cater to these regions? Could you explain the rationale for your decision? The shutting

down of these branches.

Mr. Kariya:I think Itaboraí is very clear; but these other two that you referred to, all the

branches that we open they have a maturation curve, they have a payoff curve and what

happens is that you consume cash with negative contribution, margin contribution to the

company.

And due to the recession in the country our estimate for breakeven of these two branches

was in the longer run, and so in order to preserve our cash we are not abandoning the

project of geographical expansion; we are just postponing this and so we made the

decision to shut down these two branches and wait for an improvement in the

macroeconomic scenario and then we will be able to go back to geographic expansion in

rental.

Mr. Santos: is it the same for the five units for real estate?

Mr. Kariya: No no. The concept is different in real estate: these branches had a negative

Ebitda, they were burning cash and these were branches that were already mature and

so our decision was made to improve the bottom line of the company.

Mr. Santos: thank you Kariya.

Operator: I would like to remind you that in order to ask a question you should press star

one. Once again in order to ask a question please press star one.

Now we close the Q&A session and I would like to give the floor back to Mr. Sergio Kariya

for his closing remarks. Mr. Kariya you may proceed.

Mr. Kariya: Ladies and gentlemen I would like to thank you for participating in the call

aboutMills’ results of 4Q 15. The investor relations team remains available to you to clarify

any doubts that you might have, thank you very much.

Operator:Mills’ conference call is closed. We thank you for participating, wish you a very

good afternoon and thank you for using Chorus Call.