MILLS ESTRUTURAS E SERVIÇOS DE ENGENHARIA S.A.
CNPJ/MF N.° 27.093.558/0001-15
NIRE 33.3.0028974-7
A Publicly Held Company
MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS
HELD ON NOVEMBER 10, 2014
DATE, TIME AND PLACE: November 10, 2014, at 10:00 a.m., at the corporate
headquarters of Mills Estruturas e Serviços de Engenharia S.A. (the “Company”),
located at Avenida das Américas 500, bloco 14, loja 108, salas 207 e 208, Barra da
Tijuca, Shopping Downtown, in the City and State of Rio de Janeiro.
CONVOCATION AND ATTENDANCE: Convocation was waived, in view of the
presence of all members of the Company’s Board of Directors, under the terms of
article 15, paragraphs 2 and 3 of its Bylaws, and pursuant to the requirements
established therein.
PRESIDING: Chairman: Andres Cristian Nacht; Secretary: Frederico Átila Silva
Neves.
AGENDA: To deliberate on the acquisition by the Company of shares of its issuance,
to keep in treasury and subsequently cancel or alienate, under the terms of Article
17, part (o) of the Company’s Bylaws.
RESOLUTIONS: After discussing the matters on the agenda, the Directors, by
unanimous vote and without any reservations or restrictions:
1.
Approved, under the terms of article 17, part (o) of the Company’s Bylaws
and CVM Instruction n.º 10, dated February 14, 1980, as amended ("CVM
Instruction 10/80"), the acquisition of up to 4,000,000 (four million) common shares
of the Company's issuance, all book-entry and without par value, without decreasing
the capital stock, subject to the limit of the balance of profits and/or available
reserves, as determined pursuant to CVM Instruction 10/80, in the context of the
acquisition program (the "Repurchase Program"). The Directors further decided to
task the Board of Executive Officers with establishing the timing and quantity of
shares to be acquired under the Program, subject to the limits and deadline as
resolved in this meeting and applicable regulation. The decision to cancel or
alienate the shares held in treasury shall be opportunely made and communicated to
the market by the Company, as required by applicable regulation.
1.2 For the purposes of article 8 of CVM Instruction 10/80 the Directors
determined and clarify that: (a) the Company’s objective in the Repurchase Program
is to acquire shares of the Company's issuance, for treasury and subsequent
cancellation or alienation, including in the context of any exercise of options under
the Company's stock option plan; (b) up to 4,000,000 (four million) common shares
of the Company’s issuance, all book-entry and without par value, may be acquired
under the Repurchase Program, subject to maintaining the minimum float of 25%
(twenty-five percent) of the shares (as required by the BM&FBovespa Novo
Mercado Listing Regulations) and to the requirement under article 3 of CVM
Instruction 10/80 that the number of shares held in treasury shall not exceed 10%
(ten percent) of the shares in circulation in the market; (c) the deadline for effecting
transactions in the context of the Program is 365 (three hundred sixty-five) days as
of the date hereof; (d) the number of common shares of the Company’s issuance that
are in circulation in the market, as defined by CVM Instruction 10/80, is 82,907,932
(eighty-two million, nine hundred seven thousand, nine hundred thirty-two),
according to the registry for the share deposit account on November 3, 2014, as
reported by the depositary institution; and (e) the purchases in the context of the
Repurchase Program will be effected over the exchange at market prices, with the
intermediation of any of the following brokers: (i) Votorantim Corretora de Títulos e
Valores Mobiliários Ltda., headquartered in the City and State of São Paulo at
Avenida das Nações Unidas 14171, Torre A, 14º andar, CEP 04794-000, registered
with the CNPJ/MF under n.º 01.170.892/0001-31; (ii) J.P. Morgan Corretora de
Câmbio e Valores Mobiliários S.A., headquartered in the City and State of São
Paulo at Avenida Brigadeiro Faria Lima 3.729, 13º andar, CEP 04538-905,
registered with the CNPJ/MF under n.º 32.588.139/0001-94; (iii) Bradesco S.A.
Corretora de Títulos e Valores Mobiliários, headquartered in the City and State of
São Paulo at Avenida Paulista 1.450, 7º andar, CEP 01310-100, registered with the
CNPJ/MF under n.º 061.855.045/0001-32; (iv) BTG Pactual Corretora de Títulos e
Valores Mobiliários S.A., headquartered in the City and State of São Paulo at
Avenida Brigadeiro Faria Lima 3.477, 14º andar, CEP 04538-133, registered with
the CNPJ/MF under n.º 43.815.158/0001-22; (v) Itaú Corretora de Valores S.A.,
headquartered in the City and State of São Paulo at Avenida Brigadeiro Faria
Lima 3.500, 3º andar, parte, CEP 04538-132, registered with the CNPJ/MF under
n.º 61.194.353/0001-64; (vi) Credit Suisse (Brasil) S.A. CTVM, headquartered in
the City and State of São Paulo at Rua Leopoldo Couto de Magalhães Jr. 700, 12º
andar, CEP 04542-000, registered with the CNPJ/MF under n.º 42.584.318/0001-07;
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and (vii) J. Safra Corretora de Valores e Câmbio Ltda., headquartered in the City
and State of São Paulo at Avenida Paulista 2.100, 19º andar, CEP 01310-930,
registered with the CNPJ/MF under n.º 60.783.503/0001-02. The Board of
Executive Officers is authorized to take any and all actions and sign any and all
documents needed to implement the resolutions approved herein.
CLOSING AND SIGNATURES: There being nothing more to address, the President
closed the proceedings; these minutes of the Board of Directors’ Meeting were
drawn up and, after being read and approved, were signed in the book of minutes by
all the members of the Company’s Board of Directors in attendance, the Chairman
and the Secretary. Directors in attendance: Andres Cristian Nacht, Elio Demier,
Francisca Kjellerup Nacht, Diego Jorge Bush, Nicolas Arthur Jacques Wollak,
Pedro Sampaio Malan and Jorge Marques de Toledo Camargo.
Rio de Janeiro, November 10, 2014.
I certify that these minutes are a faithful copy of the minutes drawn up in the Company’s
Book of Minutes.
_______________________________
Frederico Átila Silva Neves
Secretary
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