Iochpe Maxion : Notice to Shareholders - First Round

CNPJ/MF 61.156.113/0001-75 NIRE 35.300.014.022

IOCHPE-MAXION S.A. ("Company"), in continuity with the information announced in the Notice to Shareholders released on January 10, 2017 ("Notice to Shareholders"), informs its shareholders and the market in general that on February 9, 2017 expired the term for the exercise of the preemptive rights, by the shareholders and by the assignees of the preemptive rights, for the subscription of the shares related to the Company's capital stock increase, within the limit of its authorized capital, approved by the Company's Board of Directors in a meeting held on January 10, 2017 ("Capital Increase").

During the term for the exercise of preemptive rights, 25,484,736 (twenty-five million, four hundred and eighty-four thousand, seven hundred and thirty-six) nominative common shares with no par value issued by the Company were subscribed and fully paid-in for the issuance price of R$12.70 (twelve reais and seventy cents) per share, totaling the amount of R$323,656,147.20 (three hundred and twenty-three million, six hundred and fifty-six thousand, one hundred and forty-seven reais and twenty cents). Thus, considering the maximum amount of shares that can be issued in the Capital Increase, 6,011,327 (six million, eleven thousand, three hundred and twenty-seven) shares issued by the Company were not subscribed within the aforementioned period.

Furthermore, during the term for the exercise of preemptive rights, subscribers of 19,142,523 (nineteen million, one hundred and forty-two thousand, five hundred and twenty-three) shares issued by the Company in the Capital Increase opted, in their respective subscription lists, to subscribe for unsubscribed shares. Therefore, the Company informs that the right of subscription for unsubscribed shares may solely be exercised in accordance to the items below ("First Round").

1. Issuance Price per Share

   The issuance price per share is of R$12.70 (twelve reais and seventy cents).

2. Payment for Subscribed Shares

   The payment of the shares subscribed in the First Round shall be made on demand, at the time of subscription, (i) in local currency, and/or (ii) through payment in kind by using debentures of the 7th Public Issue of Debentures, unsecured, of a single series, issued on April 1, 2014 ("Debentures of the 7th Issue"), as provided by in the Notice to Shareholders.

3. Number of Shares to be Subscribed

   Each subscriber that has opted to subscribe for unsubscribed shares will have the right to subscribe, in the First Round, up to 0.3140300262 share issued by the Company for each subscribed share under the term for exercise of the preemptive rights.

   The fractions of shares resulting from the exercise of the right of subscription for unsubscribed shares in the First Round will be disconsidered.

4. Subscription Rights and Subscription Term

   The subscribers of the shares issued in the Capital Increase that opted, in their subscription list regarding the exercise of the preemptive rights, to subscribe for unsubscribed shares and wishing to exercise such right, may subscribe shares in the First Round, between February 16, 2017 (inclusive) and February 22, 2017 (inclusive).

5. Proceedings for payment of the Subscribed Shares using the Debentures of the 7th Issue

   As informed in the Notice to Shareholders, the subscriber of shares that wishes to pay the unsubscribed shares of the First Round with Debentures of the 7th Issue shall transfer the respective Debentures of the 7th Issue to the same platform in which the respective preemptive right for the subscription of shares of the Capital Increase was exercised, by means of the specific procedures of each of custody platform, observing the minimum processing time for the transfer of custody book assets orders.

6. Proceedings for Subscribing the Unsubscribed Shares

   The subscribers of shares issued in the Capital Increase that have expressed their interest in subscribing for unsubscribed shares and wishing to exercise such right shall:

7. In case the preemptive right was exercised with the bookkeeping agent of the shares issued by the Company, Itaú Corretora S.A. ("Itaú Bookkeeping"), contact any of the specialized agencies of Itaú Bookkeeping - indicated at the end of this notice to shareholders with the documents listed in Section I.6 of the Notice to Shareholders; and

8. In case the preemptive right have been exercised with the Central Depositária de Ativos of BM&FBOVESPA - Bolsa de Valores, Mercadorias e Futuros, exercise the right of subscription for unsubscribed shares in their respective custody agent.

9. The subscribers of the shares issued by the Company in the First Round may express their interest in participate in the second round of the allotment in the respective subscription list ("Second Round").

   In the event that, after the First Round, there are unsubscribed shares still remaining, the Company will release a new notice to shareholders informing the number of unsubscribed shares under the Capital Increase available for subscription in the Second Round.

   The subscribers that have indicated their wish to participate, in the subscription list of the First Round, in the Second Round, shall indicate, between March 3, 2017 (inclusive) and March 9, 2017 (inclusive), the amount of shares resulting from the unsold shares that they wish to subscribe in the Second Round.

   Additionally, the subscribers, in the subscription list of the Second Round, may require a number of shares greater than the proportion of shares subscribed as a result of the exercise of the preemptive right and the right to the unsubscribed shares under the First Round.

   After the Second Round, the Company (i) will allocate the shares subscribed among the shareholders who have expressed an interest in participating in the Second Round up to the limit of the proportion of subscribed shares as a result of the exercise of the preemptive right and the right to the unsubscribed shares on the First Round; and (ii) in case the amount of

   requests exceeds the number of shares to be issued in the Capital Increase, will make the proportional apportionment of the shares that remain after such allocation among the subscribers who subscribed more than their right. The fractions of shares resulting from the exercise of the right of subscription of the unsubscribed shares in the Second Round or in the apportionment of the shares will be disconsidered.

   If the subscriber intends to pay for the unsubscribed shares using Debentures of the 7th Issue, such subscriber must have complied with the provisions of Section I.5. "Proceedings for payment of the Subscribed Shares using the Debentures of the 7th Issue" above and indicated such intention on the respective subscription list.

   The payment of the shares subscribed in the Second Round will occur on the date to be timely disclosed in a notice to the shareholders.

   In the event that, after the Second Round, there are unsubscribed shares still remaining, there will be no sale of such unsubscribed shares in the stock market, in accordance to article 171, 7th paragraph, item b, of Law No. 6,404, dated December 15, 1976, as amended. Thus, the remaining unsubscribed shares will be cancelled and the Board of Directors will approve the partial homologation of the Capital Increase.

10. Attendance Places

11. The attendance to the subscribers of shares issued in the Capital Increase that have exercised their respective preemptive right with Itaú Bookkeeping can be done at the following agencies of Itaú Unibanco S.A.:

    Belo Horizonte: Av. João Pinheiro, 195 - under pavement - Centro Rio de Janeiro: Av. Almirante Barroso, 52- 2º floor - Centro

    São Paulo: R. Boa Vista, 176 - 1º floor - Centro Salvador: Av. Estados Unidos, 50 - 2º floor - Comércio

    Those subscribers can also place a query or obtain further information using any of the following contact details:

    3003-9285 (Brazilian capitals and metropolitan areas) 0800 7209285 (other locations within Brazil)

    The Company's management, through its Investors Relations office, is at the sole disposal of its shareholders to provide additional clarifications over the phone +55 11 5508-3830 or email ri@iochpe.com.br.

    São Paulo -SP, February 14, 2017.

    Augusto Ribeiro Junior

    Chief Financial and Investors Relations Officer