Iochpe Maxion : Notice to Shareholders – Closing Calculation Capital Increase

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 Notices to Shareholders released on January 10, 2017, February 14, 2017 and March 1, 2017 ("Notices to Shareholders"), informs its shareholders and the market in general that on March 9, 2017 expired the second and last round for the subscription of unsubscribed shares related to the Company's increase of capital stock, within the limit of the authorized capital, approved by the Company's Board of Directors, in a meeting held on January 10, 2017 ("Second Round" and "Capital Increase").

1. Capital Increase by a Private Issuance of Shares

   As informed by Itaú Corretora de Valores S.A., the financial institution responsible for the bookkeeping of the shares issued by the Company ("Itaú Corretora"), during the Second Round, 765,007 (seven hundred and sixty-five thousand and seven) nominative common shares with no par value were subscribed, including the requests for the subscription of shares in an amount greater than the proportion entitled to the subscribers, with an issue price of R$12.70 (twelve reais and seventy cents) per share, resulting in the total amount of R$9,715,588.90 (nine million, seven hundred and fifteen thousand, five hundred and eighty-eight reais and ninety cents).

   The sum of the subscribed shares during the exercise period of the preemptive right and during the term for the subscription of the unsubscribed shares corresponds to a total amount of 31,496,063 (thirty-one million, four hundred and ninety-six thousand and sixty-three) nominative common shares with no par value, equivalent to the maximum number of shares of the Capital Increase.

   There were granted, as an additional benefit, one tenth (0.10) of a subscription bonus of the 2nd Issue, of a single series, per newly subscribed share as a result of the Capital Increase, not considering fractions, in the understanding that each one (1) subscription bonus will grant its holder the right to subscribe one (1) share issued by the Company, as provided in the Notice to the Shareholders.

   Considering that the maximum number of shares subject to the Capital Increase was reached the Company's Board of Directors, on March 21, 2017, will deliberate the

   homologation of the Capital Increase ("Date of Homologation of the Capital Increase"), with the subscription and issuance of 31,496,063 (thirty-one million, four hundred and ninety-six thousand and sixty-three) nominative common shares with no par value, in the total amount of R$400,000,000.10 (four hundred million reais and ten cents).

   The remuneration of the debentures of the 7th public issuance of debentures, unsecured, of a single series, issued on April 1, 2014 by the Company ("Debentures of the 7th Issue") that were given in payment for the subscription of the Capital Increase due between January 10, 2017, inclusive, and the Date of Homologation of the Capital Increase, exclusive, will be paid by the Company to the respective subscribers within 5 (five) business days from the Date of Homologation of the Capital Increase, as provided in the Notices to Shareholders.

   The shares issued in the Capital Increase and the subscription bonus granted as additional benefit to the subscribers of such shares will only be available for trading on the business day following the Date of Homologation of the Capital Increase.

2. Capital Increase by the exercise of the Subscription Bonus

   Additionally, the Board of Directors of the Company homologated, in meetings held on February 15, 2017, March 6, 2017 and March 15, 2017, the total exercise of 10,778,537 (ten million, seven hundred and seventy-eight thousand, five hundred and thirty-seven) subscription bonus granted as additional benefit to the Debentures of the 7th Issue ("Subscription Bonus of the Debentures of the 7th Issue"), in accordance with the exercise requests received between January 17, 2017 and March 13, 2017, resulting in the issuance of 10,778,537 (ten million, seven hundred and seventy-eight thousand, five hundred and thirty-seven) nominative common shares with no par value of the Company, with an issue price of R$12.70 (twelve reais and seventy cents) per share, in the total amount of R$136,887,419,90 (one hundred and thirty-six million, eight hundred and eighty-seven thousand, four hundred and nineteen reais and ninety cents).

3. Capital Increase by the conversation of Debentures of the 6th Issue

   Lastly, the Board of Directors of the Company homologated, in a meeting held on February 15, 2017 the conversion of 17,601 (seventeen thousand, six hundred and one) debentures of the 6th public issue of debentures, unsecured, of a single series, issued on April 1, 2013 by the Company ("Debentures of the 6th Issue"), in accordance with the conversion requests received between January 17, 2017 and February 9, 2017, resulting in the issuance of 1,372,878 (one million, three hundred and seventy-two thousand, eight hundred and seventy-eight) nominative common shares with no par value, with an issue price of R$12.70 (twelve reais and seventy cents) per share, in the total amount of R$17,435,550.60 (seventeen million, four hundred and thirty-five thousand, five hundred and fifty reais and sixty cents).

4. Total Capital Increase

As a result of the subscription and full payment of the Capital Increase, of the exercise of the Subscription Bonus of the Debentures of the 7th Issue and the conversion of the Debentures of the 6th Issue, as indicated above, the capital stock of the Company, fully

subscribed and paid-in, was increased from R$700,000,000.00 (seven hundred million reais) divided into 94,863,372 (ninety-four million, eight hundred and sixty-three thousand, three hundred and seventy-two) nominative common shares with no par value, to R$1,254,322,970.60 (one billion, two hundred and fifty-four million, three hundred and twenty-two thousand, nine hundred and seventy reais and sixty cents), divided into 138,510,850 (one hundred and thirty-eight million, five hundred and ten thousand, eight hundred and fifty) nominative common shares with no par value.

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, March 17, 2017.

Augusto Ribeiro Junior