PRESS RELEASE

Investor Relations BM&FBOVESPA: MILS3 and OTC-US: MILTY

Mills Estruturas e Serviços de Engenharia S/A

CNPJ/MF: 27.093.558/0001-15

Public company

BM&FBOVESPA: MILS3

Capital Increase

Mills Estruturas e Serviços de Engenharia S.A. ("Company") announces, pursuant to Instruction No. 358, dated January 3rd, 2002, as amended, of the Brazilian Securities Commission (Comissão de Valores Mobiliários) that its Board of Directors approved at the meeting held on this date the share capital increase of the Company, within the limit of its authorized capital, with the possibility of partial ratification, by issuing for private subscription the minimum amount of 40,089,472 (forty million, eighty-nine thousand, four hundred and seventy-two) and the maximum amount of 47,528,517 (forty-seven million, five hundred and twenty-eight thousand, five hundred and seventeen) new ordinary shares, with an issue price of R$2,63 (two point sixty-three Reais) per share, with a total amount of at least, R$105,435,311.36 (one hundred and five million, four hundred and thirty-five thousand, three hundred and eleven point thirty-six Reais) and to the limit of R$124,999,999.71 (one hundred and twenty-four million, nine hundred and ninety-nine thousand, nine hundred and ninety-nine point seventy-one Reais) ("Capital Increase").

The issue price was fixed without unjustified dilution for the existing shareholders of the Company, pursuant to Article 170, paragraph 1st, item III, of Law No. 6,404, dated December 15th, 1976, as amended ("Corporations Act"), taking into account the average price (average of the average daily prices weighted by the trading volume) of shares of the Company on BM&FBOVESPA S.A. – Bolsa de Valores, Mercadorias e Futuros in the trading sessions held between November 27th, 2015 (inclusive) and February 4th, 2016 (inclusive). The price of the noted shares on the stock market is, in the opinion of the Board of Directors, the most appropriate criteria in the current scenario of the Company.

The fundraising through Capital Increase aims to (i) strengthen the capital structure of the Company, by reinforcing its cash to meet the medium and long-term needs for the development of its activities; (ii) strengthen its liquidity levels, reducing the Company’s debt margins, in order to avoid the risk of breaching covenants; and (iii) take advantage of market consolidation opportunities that may arise in the medium term.

The purpose of the Capital Increase will have been reached by means of subscription of, at least, 40,089,472 (forty million, eighty-nine thousand, four hundred and seventy-two) shares, sufficient to ensure the raising of at least R$105,435,311.36 (one hundred and five million, four hundred and thirty-five thousand, three hundred and eleven point thirty-six Reais) ("Minimum Subscription"), and in this case the Company will regard satisfied the purpose of the Capital Increase.

The Company's management will issue notice to shareholders containing information about the Capital Increase, as well as the terms and conditions for exercise of the respective preemptive rights by the existing shareholders of the Company for subscription of the newly-issued shares ("Notice to Shareholders").

Pursuant to Article 171 of the Corporations Act, the existing shareholders will have preemptive rights to subscribe new shares in proportion to the number of ordinary shares they held at the closing position in the trading session of

PRESS RELEASE

Investor Relations BM&FBOVESPA: MILS3 and OTC-US: MILTY

the day to be indicated on the Notice to Shareholders. Thus, each 1 (one) ordinary share will grant its holder the right to subscribe 0.37787171889 new ordinary share.

Shareholders may exercise their preemptive rights to subscribe new shares in the period of 30 (thirty) days as from the date of publication of the Notice to Shareholders. The shares will be traded without right to subscribe the presently issued shares from the date to be disclosed in the Notice to Shareholders.

Assignment of Preemptive Rights: The preemptive right may be freely assigned by the Company's shareholders to third parties, in accordance with Article 171, paragraph 6th, of the Corporations Act, also being allowed its trading on the stock exchange. In addition, the relocation of the leftovers among the persons who have exercised the preemptive right to subscribe the Capital Increase will be admitted.

In case there is not the subscription of the totality of shares of the Capital Increase, after the termination date for the exercise of preemptive right, the Company will promote an apportionment of any unsubscribed shares among the shareholders who have expressed interest in such leftovers on the application form, in accordance with Article 171, paragraph 7th, item "b", of the Corporations Act.

If unsubscribed shares remain after the termination of the period for exercise of preemptive right and apportionment of leftovers, the Company will not hold auction of leftovers and may proceed to partial ratification of the Capital Increase.

Additionally, the Management informs that the Company's controlling shareholders, Andres Cristian Nacht, Jytte Kjellerup Nacht, Tomas Richard Nacht, Antonia Kjellerup Nacht, Pedro Kaj Kjellerup Nacht, Snow Petrel, S.L. and Francisca Kjellerup Nacht ( "Controlling Shareholders") entered into an Investment Agreement with Investment Fund Axxon Brazil Private Equity Fund II ("Axxon" and "Investment Agreement"). The Investment Agreement regulates the commitment of the controlling shareholders to (1) subscribe and pay in 15,209,125 (fifteen million, two hundred and nine thousand one hundred and twenty five) shares, in the total amount of R$39,999,998.75 (thirty-nine million, nine hundred and ninety-nine thousand, nine hundred and ninety-eight point seventy-five Reais) and (2) assign to Axxon preemptive rights corresponding to the remainder of their participation. Axxon, in turn, is committed under the Investment Agreement to exercise the preemptive right that was transferred to it, including the right to subscribe leftovers, to subscribe and pay for shares to be issued under the Capital Increase representing up to 15% (fifteen percent) of the share capital of the Company after the Capital Increase. The number of shares that will be effectively subscribed by Axxon will depend on the outcome of the exercise of preemptive rights and the subscription of leftovers by other shareholders of the Company, and may result therefore in an amount less than the noted amount.

Nevertheless, the investment commitments made by the Controlling Shareholders and Axxon in the Investment Agreement will be sufficient to guarantee the subscription of shares in an amount sufficient for partial ratification of the Capital Increase.

Simultaneous to the conclusion of the Investment Agreement, the Controlling Shareholders and Axxon entered into a shareholders' agreement to regulate their rights and obligations as shareholders of the Company, whose effectiveness is subject to the effectiveness of the Capital Increase and the acquisition by Axxon of shares representing, at least, 7% (seven percent) of the Company's share capital ("Shareholders' Agreement") after the Capital Increase. The Shareholders' Agreement, if becomes effective, will ensure to Axxon, inclusively (i) veto rights

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Investor Relations BM&FBOVESPA: MILS3 and OTC-US: MILTY

on certain matters within the competence of the Shareholders’ Meeting and the Board of Directors, (ii) the right to appoint one member of each of the advising committees of the Board of Directors; and (iii) the right to appoint at least one member of the Board of Directors. The shareholders' agreement also provides for restrictions on the trading of shares, including lock-up, tag along and drag along commitments.

In the event of partial ratification of the Capital Increase, it will be assured to subscribers the right to revise its investment decision, subjecting the subscription of shares (i) to subscription of the maximum amount of the Capital Increase, or (ii) to subscription of part of the shares originally issued in an amount not less than the Minimum Subscription. In the latter case, the subscriber shall indicate whether it wants to exercise its preemptive rights over (a) the totality of the shares subject to the Capital Increase; or (b) the amount equal to the proportion between the number of shares effectively subscribed and the maximum number of shares related to the Capital Increase. More information about the Capital Increase will be presented in the notice to shareholders to be published for the opening of the period for exercise of the preemptive right, procedures for the exercise of the preemptive right, for the apportionment and subscription of leftover of unsubscribed shares and possibility of reconsideration of decision to subscribe for shares in the event of partial ratification.

Rio de Janeiro, February 5th, 2016.

Sérgio Kariya Investor Relations Officer