Iochpe Maxion : Notice to Shareholders – Second 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 Notices to Shareholders released on January 10, 2017 and on February 14, 2017("Notices to Shareholders"), informs its shareholders and the market in general that on February 22, 2017 expired the term for the subscription of unsubscribed shares related to the Company's capital stock increase approved by the Company's Board of Directors in a meeting held on January 10, 2017 (Capital Increase" and "First Round").

During the exercise period of the preemptive right and the First Round, 30,731,056 (thirty million, seven hundred and thirty-one thousand, fifty-six) common, nominative common shares with no par value issued by the Company were subscribed and fully paid in at the issuance price of R$ 12.70 (twelve reais and seventy cents) per share, totaling R$ 390,284,411.20 (three hundred and ninety million, two hundred and eighty-four thousand, four hundred and eleven reais and twenty cents). Note that subscribers of (i) 2,758,812 (two million, seven hundred and fifty-eight thousand, eight hundred and twelve) shares, totaling R$ 35,036,912.40 (thirty-five million, thirty-six thousand, nine hundred and twelve reais and forty cents), conditioned their participation in the Capital Increase to the subscription of the total amount of the Capital Increase; and (ii) 35,904 (thirty-five thousand, nine hundred and four) shares, totaling R$ 455,980.80 conditioned their participation in the Capital Increase to the number of shares equivalent to the ratio between the number of shares to be effectively issued and the maximum number of shares of the Capital Increase.

Considering the maximum number of shares subject to the Capital Increase, there were 765,007 (seven hundred and sixty-five thousand and seven) shares not subscribed after the First Round. These shares may be subscribed by those who, in the subscription forms of the First Round, expressed their interest in the subscription of the remaining unsubscribed shares.

Therefore, the Company informs that subscribers of 22,157,845 (twenty-two million, one hundred and fifty-seven thousand, eight hundred and forty-five) shares issued by the Company under the Capital Increase (including the First Round) have requested the subscription of the remaining unsubscribed shares. Their right may be exercised exclusively in the form of the items below ("Second 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 Second Round shall be made in a single installment on March 16, 2017, (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 Notices to Shareholders.

3. Number of Shares to be Subscribed

   Each subscriber entitled to participate in the Second Round shall have the right to subscribe up to 0.0345253340 share for each share subscribed during the term for exercise of the preemptive right and during the First Round, and they shall also have the right to subscrib shares not subscribed in the Second Round ("Additional Shares") as provided below.

   Following the allocation of the shares object of the Second Round, up to the limit of the proportion of shares subscribed as a result of the exercise of the preemptive right and the First Round, the remaining shares will be made available to subscribers who wish to exceed the aforesaid limit, provided that the procedures further below are observed.

   If the total number of shares subscribed in the Second Round (including the Additional Shares) is equal to or less than the total amount of shares available in the Second Round, all requests for subscription of shares of the Second Round will be attended (including the Additional Shares).

   If the total number of shares subscribed in the Second Round (including the Additional Shares) exceeds the total amount of shares available in the Second Round: (i) the subscribers will receive the shares they have subscribed, without considering the Additional Shares, up to the limit of the proportion of shares subscribed by them as a result of the exercise of the preemptive right and the First Round, pursuant to article 171, paragraph 7(b) of the Brazilian Corporate Law; and (ii) if there are Additional Shares available for subscription after the procedure set forth in item (i) above, these will be distributed on a pro-rata basis among the subscribers who have requested for the subscription of Additional Shares, respecting the proportion of shares subscribed by them as a result of the exercise of the preemptive right, the right to subscribe shares under the First Round and the right to subscribe shares under the Second Round, pursuant to article 171, paragraph 7 (b) of the Brazilian Corporation Law, being certain that the maximum amount of Additional Shares stipulated by the subscriber upon subscription (if applicable) shall be observed ("Allotment"). For the purpose of determining the number of Additional Shares to be subscribed by each subscriber, the fractions of shares will be rounded up or down, as the case may be, so that all Additional Shares may be allotted among all interested parties.

   If there are still unsubscribed shares in the scope of the Capital Increase after the subscription of the Additional Shares, there will be no possibility of selling the remaining shares on the stock exchange, pursuant to article 171, paragraph 7 (b) of the Brazilian Corporation Law, and such remaining shares will be canceled and the Board of Directors will approve the partial homologation of the capital increase.

4. Subscription Term

   Subscribers entitled to participate in the Second Round who wish to exercise their right will have the period between March 3, 2017, inclusive, and March 9, 2017 inclusive, to do exercise such right.

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

   As informed in the Notices to Shareholders, the subscriber of shares that wishes to pay the unsubscribed shares of the Second 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, as announced in the Notices to Shareholders.

6. Proceedings for Subscribing the Unsubscribed Shares

   The participants of the Second Round shall observe the following procedures:

7. In case the First Round was exercised with the bookkeeping agent of the shares issued by the Company, Itaú Corretora S.A. ("Itaú Bookkeeping"), they must contact any of the specialized agencies of Itaú Bookkeeping indicated in Section 7 below within the Subscription Term informed in Section 4 above, and present the same documents informed in the Notices to Shareholders. Also note that the subscriber shall return to such specialized agency in order to make payment of the shares on March 16, 2017, as indicated in Section 2 above; and

8. In case the First Round was exercised with the Central Depositária de Ativos of BM&FBOVESPA - Bolsa de Valores, Mercadorias e Futuros, they shall exercise the right of subscription for unsubscribed shares before their respective custody agent.

9. Attendance Places

10. The attendance to the participants of the Second Round that have exercised their respective rights in the First Round before Itaú Bookkeeping will occur at the following agencies of Itaú Unibanco S.A.:

    Belo Horizonte: Av. João Pinheiro, 195 - underground floor - Downtown Rio de Janeiro: Av. Almirante Barroso, 52- 2nd floor - Downtown

    São Paulo: R. Boa Vista, 176 - 1st underground floor - Downtown Salvador: Av. Estados Unidos, 50 - 2nd floor - Comércio

    Those participants may 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, March 1, 2017.

    Augusto Ribeiro Junior

    Chief Financial and Investors Relations Officer