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Rio de Janeiro, March 4th , 2013.

To

the Members of the Board of Directors.

From Mills Estruturas e Servios de Engenharia S/A

Subject: Managements Proposal for the Allocation of Net Income for FiscalYear Ended December 31, 2012

Dear Sirs,

The Board of Executive Officers of Mills Estruturas e Servios de Engenharia S/A.("Company"), decided to submit to the approval of the Board of Directors the proposalhereto for the allocation of the results of fiscal year ended on December 31, 2012.

In the fiscal year ended on December 31, 2012, the Company presented net profit inthe amount of R$ 151,515,722.67.

Thereby, the Board of Executive Officers proposes that:

(i) in accordance with Article 193 of Law No. 6.404/76 and item "a" of Article 30 ofthe Company's Bylaws, the amount of R$ 7,575,786.13, be allocated to theLegal Reserve of the Company;

(ii)the amount of R$ 41,780.000.00 corresponding to R$ 0.33 per share, beallocated to the payment of dividends to the shareholders of the Company asmandatory dividends, which will be paid in the form of interest on thestockholders equity, as decided on the meetings of the Board of Directors heldon June 21, 2012, in which was approved, ad referendum of the Shareholders'Meeting, the distribution of interest on the stockholders equity in the amount

of R$ 21,780,000.00, and on December 31, 2012, in which was approved, adreferendum of the Shareholders' Meeting, the distribution of interest on thestockholders equity in the amount of R$ 20,000,000.00, based on the stockposition of the Company as of the above mentioned dates; and

(iii)in accordance with Article 196 of Law No. 6.404/76 and of item "c" of Article 30of the Bylaws of the Company, the amount of R$ 103,680,234.67, whichincludes the net profit of the fiscal year of 2012 and the realization of thespecial goodwill in the amount of R$ 1,520,298.13, will be retained by theCompany to be used for investments in expansion (acquisition of equipment)and investments in facilities and information technology, as provided for in theCapital Budget of the Company.

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This proposal for the allocation of results is summarized below:

Description Amount (in R$)

Income from the Year 151,515,722.67

Legal Reserve (7,575,786.13)

Realization of the Special GoodwillReserve

1,520,298.13

Profit Withholding 103,680,234.67

Mandatory Dividends (41,780,000.00)

Dividends (-)

Interest on the stockholders equity (41,780,000.00)

Thereby, the Board of Executive Officers proposes that the Board of Directors examine

this proposal of allocation of results and submit the presented amounts to the approval

of the Shareholders' Meeting of the Company.

In accordance with Article 9, paragraph 1st, item II, of CVM Instruction No. 481/2009,

as amended, find attached hereto the information requested by the Exhibit 9-1-II of the

mentioned Instruction.

Sincerely,

Board of Executive Officers

Mills Estruturas e Servios de Engenharia S.A.