MARCOPOLO S.A. CNPJ No / NIRE No Publicly Held Company MINUTES OF THE ANNUAL AND SPECIAL MEETING HELD ON

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1 MARCOPOLO S.A. CNPJ No / NIRE No Publicly Held Company MINUTES OF THE ANNUAL AND SPECIAL MEETING HELD ON DATE and TIME: , at 02:00 pm PLACE: the unit of the company located at Av. Rio Branco, No. 4889, District of Ana Rech, in the city of Caxias do Sul, State of Rio Grande do Sul. QUORUM: Attendance of shareholders representing more than two thirds of the share capital with voting rights. BOARD: MAURO GILBERTO BELLINI - Chairman, and CARLOS ZIGNANI - Secretary. ATTENDEES: a) Directors of the company; b) Wladimir Omiechuk, CRC 1RS041241/O-2, representative of KPMG Auditores Independentes; c) Egon Handel and Francisco Sergio Quintana da Rosa, members of the Supervisory Board. PUBLICATIONS: a) Financial Statements: published on in the newspapers: Official Gazette of the State of Rio Grande do Sul, pages 7 to 18; Valor Econômico, on page B13; and Pioneiro, on pages 12 to 17 and 20 to 25; b) Call: published on March 12, 13 and 14, 2014 in the newspapers: Official Gazette of the State of Rio Grande do Sul, on pages 1, 1 [sic] and 3, respectively; Valor Econômico, on pages C10, B6 and C19, respectively; and Pioneiro, on pages 28, 32 and 22, respectively. POSTHUMOUS TRIBUTE: Before beginning the work, Mr. Paulo Bellini, President Emeritus of the company, took the floor to put on record the following tribute to Mr. Valter Antonio Gomes Pinto, director and member of the control group, passed away on August 27, 2013: MARCOPOLO records posthumous tribute to Mr. Valter Gomes Pinto for his legacy in the 49 years dedicated to the company, which marked the trajectory of Marcopolo in the world. Mr. Valter was an Executive Officer, Director and Executive Committee member. A marketing man with talent for personal relationships, he improved the customer service and loyalty policy and conveyed a new vision of Marcopolo in the market. He collaborated decisively to the expansion of business, leaving a legacy of innovation, ideas and examples to all in the company, which he helped build. He was a major contributor to the change of the company name to MARCOPOLO. Valter was tireless in his work with the community in Caxias do Sul and class entities. He received the title of Citizen of Caxias do Sul, in He devoted a great deal of himself to the Grape Festival, helping to disseminate it in the country and abroad. He was a vice-chairman to the Superior Council of the Chamber of Industry, Commerce and Services (CIC) of Caxias do Sul, which he had previously presided. Valter Gomes Pinto worked intensely for the company to be recognized worldwide. With his virtues, he carved the image that Marcopolo enjoys worldwide. So, we record this tribute to 1

2 appear in the official documents of the Company. CONSIDERATION AND RESOLUTIONS: It was unanimously approved by the attending shareholders, holding common book-entry shares, the matters contained in the agenda, in the precise terms of the Management Proposal submitted to the Securities and Exchange Commission - CVM and BM&FBOVESPA, via IPE system, and made available to shareholders at the company s head office and on the website all as follows: 1.) AT A SPECIAL MEETING: 1.a) AMENDMENT OF ARTICLE 5 OF ARTICLES OF INCORPORATION: The new wording of Article 5 of the Articles of Incorporation was approved to cover the increase of the capital of the company, approved by the Board of Directors at its meeting held on , and that changed the capital from R$ 700,000, to R$ 1,200,000,000.00, through the capitalization of part of the profit reserves existing on in the amount of R$ 500,000,000.00, given that, of this value: R$ 40,000, refers to the part of the Legal Reserve; R$ 360,000, relates to the part of the Reserve for future capital increase; R$ 50,000, refers to the part of the Reserve for payment of interim dividends; and R$ 50,000, refers to the part of the Reserve for purchase of own shares. The increase was due to the issuance, by bonus, of 448,450,042 new shares, namely 170,812,872 common shares and 277,637,170 preferred shares, all book-entry and without par value, which were freely distributed to shareholders, in the ratio of one new share for each outstanding common or preferred share held by the shareholders on that date (also considered treasury shares). Consequently, Article 5 of the Articles of Organization comes into force with the following wording: Article 5 - The fully subscribed and paid-up capital is R$ 1,200,000, (one billion, two hundred million Brazilian reais), divided into 896,900,084 (eight hundred ninety-six million, nine hundred thousand eighty-four) shares, namely 341,625,744 (three hundred forty-one million, six hundred twenty-five thousand, seven hundred forty-four) common book-entry shares, and 555,274,340 (five hundred fifty-five million, two hundred seventy-four thousand, three hundred forty) preferred book-entry shares, all without par value. 2) AT THE ANNUAL MEETING: 2.1) FINANCIAL STATEMENTS AND ALLOCATION OF NET INCOME: With the abstention of those legally impeded, it was approved unanimously by the attending shareholders, the Management Report and Financial Statements for the year ended December 31, 2013, with the following allocation of net income: 2.1.a) In the precise terms of the Management Proposal of , sent to the Securities and Exchange Commission - CVM and BM&FBOVESPA on , via IPE system, and made available to shareholders at the company s head office and on the website it was approved the allocation of net income for the year 2013, in the amount of 288,709, (two hundred eighty-eight million, seven hundred and nine thousand, one hundred and ten Brazilian reais and seventy-four cents), as follows: (i) R$ 14,435, (fourteen million, four hundred 2

3 thirty-five thousand, four hundred fifty-five Brazilian reais and fifty-four cents) to the Legal Reserve, which corresponds to 5% Net Income; (ii) R$ 68,568, (sixty-eight million, five hundred sixty-eight thousand, four hundred and thirteen Brazilian reais and eighty cents) for payment of interest on own capital and dividends to all shares of the company, representing 25% of net income. Such amount, less the tax effect of R$ 6,895, (six million, eight hundred ninety-five thousand, five hundred fifty-nine Brazilian reais and fourteen cents) relating to interest on capital, resulting in R$ 61,672, (sixty-one million, six hundred seventy-two thousand, eight hundred fifty-four Brazilian reais and sixty-six cents); and, (iii) - the remaining balance in the amount of R$ 205,705, (two hundred five million, seven hundred and five thousand, two hundred forty-one Brazilian reais and forty cents) will be allocated, in its entirety, to the following reserves created by the articles of incorporation: Reserve for future capital increase - R$ 143,993, (one hundred forty-three million, nine hundred ninety-three thousand, six hundred sixty-eight Brazilian reais and ninety-eight cents), which corresponds to 70% of the remaining net income; Reserve for payment of interim dividends - R$ 30,855, (thirty million, eight hundred fiftyfive thousand, seven hundred eighty-six Brazilian reais and twenty-one cents), which corresponds to 15% of the remaining profit, and the balance corresponds to 4.24% of the share capital, thus not exceeding the maximum allowed by the Articles of Incorporation, which is 10% of the capital; and Reserve for purchase of own shares - R$ 30,855, (thirty million, eight hundred fifty-five thousand, seven hundred eighty-six Brazilian reais and twenty-one cents), which corresponds to 15% of the remaining profit and its balance corresponds to 4.24% of the capital, thus not exceeding the maximum allowed by the Articles of Incorporation, which is 10% of the capital. 2.1.b) Having ratified the resolutions passed by the Board of Directors at the meetings held on , and February 21, 2014, and that authorized the payment of interest on account of interest on capital and dividends, in the total amount of R$ 129,281,979.45, and, of that amount, (i) R$ 62,611, refers to interest on capital, imputed to dividends for the year 2013, and of which R$ 15,661, has been paid on 06/28/2013, at the rate of R$ per share, R$ 15,661, has been paid on 09/30/2013, at the rate of R$ per share, R$ 15,661, has been paid on 12/30/2013, at the rate of R$ per share, and R$ 15,627, was credited on 12/23/2013, and will be paid to shareholders as of March 31, 2014, at the rate of R$ per share; and (ii) R$ 66,670, refers to dividends, also for the year 2013, previously credited on 02/21/2014, and that will be paid from March 31, 2014, at the rate of R$ per share. Of the total amount of dividends, R$ 5,956, was credited as mandatory dividends and R$ 60,713, as additional dividends. The total amount of dividends, R$ 129,281,979.45, corresponds to 44.78% of net income, and the net value of such interest and dividends, in the 3

4 amount of R$ 122,386,420.31, represented 42.39% of net income for the year; 2.2.) ELECTION OF BOARD OF DIRECTORS: Members of the Board of Directors of the company were re-elected for a term of two (2) years: by unanimous vote of the attending shareholders entitled to vote, MAURO GILBERTO BELLINI, Brazilian citizen, single, business administrator, CPF No , Identity Card No , issued by SSP/RS on 11/03/1993, domiciled at Av. Rio Branco, No. 4889, District of Ana Rech, in the city of Caxias do Sul, State of Rio Grande do Sul, ZIP Code ; OSCAR DE PAULA BERNARDES NETO, Brazilian citizen, married, engineer, CPF No , Identity Card No , issued by SSP/SP on , residing at Av. Dr. Cardoso de Melo, No. 1460, 8 th floor, Vila Olimpia, São Paulo, SP, ZIP Code ; LUCIANO MOISÉS BADO, Brazilian citizen, married, advertiser, CPF No , Identity Card No , issued by SSP/RS on , residing at Rua Carlos Giesen, No. 1297, suite 403, District of Planalto, in the city of Caxias do Sul, State of Rio Grande do Sul, ZIP Code ; MARIA LETICIA DE FREITAS COSTA, Brazilian citizen, single, engineer, CPF No , Identity Card No , issued by SSP/SP on , residing at Rua Bueno Brandão, No. 403/91, in the city of São Paulo, State of São Paulo, ZIP Code , and PAULO CEZAR DA SILVA NUNES, Brazilian citizen, married, business administrator, CPF No , Identity Card No , issued by SSP/RS on , residing at Av. Fukuichi Nakada, 451, in the city of Diadema, SP, ZIP Code ; as Directors appointed by the controlling shareholders, where the latter two are independent directors; and ODAIR LUCIETTO, Brazilian citizen, married, business administrator, CPF No , Identity Card No , issued by SSP/DF on , residing at SHIS QL 2, Building 3, House 9, Lago Sul, in the city of Brasília, Federal District, ZIP Code , as an independent director, appointed by the minority shareholder CENTRUS - Fundação Banco Central de Previdência Privada, as representative of the minority shareholders; and, by a majority of the attending shareholders, holders of preferred shares, MANUELA CRISTINA LEMOS MARÇAL, Brazilian citizen, married, economist, CPF No , Identity Card No , issued by CRE/RJ on , domiciled at Rua do Ouvidor, 98, 8 th floor, Centro, in the city of Rio de Janeiro, RJ, ZIP Code , as an independent director appointed by the shareholders PETROS - Fundação Petrobrás de Seguridade Social and Victoire Brasil Investimentos, as a representative for the shareholders holding preferred shares, and with the support of investment clubs managed by Solidus S.A. The Directors elected declare under penalties of the law that they are not prevented by law from exercising the management of the company, nor were they prohibited, even temporarily, from having access to public office, nor were they convicted of bankruptcy crime, malfeasance or bribery, embezzlement, or against the popular economy, against the national financial system, against consumer relations, public faith or 4

5 property. 2.3.) ELECTION OF AUDIT COMMITTEE: By the majority of the attending shareholders, members of the Audit Committee of the company were elected, who will act until the next Annual Meeting, to be held in 2015: (i) by the unanimous vote of the minority attending shareholders, the following people were elected: AUGUSTO MARCOS DE CAMPOS, Brazilian citizen, married, accountant, CPF No , ID document No , issued by CRC/DF on , residing and domiciled in Brasília, Federal District, at Rua 33 Sul, Lt. 10, Resid. Noblesse, apt. 106, Águas Claras, ZIP Code , as a member of the Audit Committee, and MARCO ANTONIO DA SILVA, Brazilian citizen, married, business administrator, CPF No , Identity Document No. M152741, issued by SSP/MG on , resident and domiciled in Brasília, Federal District, SCN, Block 02, Building A, 8 th floor, ZIP Code , an alternate member, both appointed by the shareholder CENTRUS - Fundação Banco Central de Previdência Privada, which owns 15.2% of common shares issued by the Company; (ii) by a majority of the attending shareholders holding preferred shares: EGON HANDEL, Brazilian citizen, married, accountant, CPF No , RG No , issued by SSP/RS on , domiciled at Rua dos Andradas, 1534, suite 81, Centro, in the city of Porto Alegre, State of Rio Grande do Sul, ZIP Code , as full member of the Audit Committee, and EDUARDO GRANDE BITTENCOURT, Brazilian citizen, married, accountant, CPF No , Identity Card No , issued by SSP/RS on , domiciled at Rua dos Andradas, 1534, suite 81, centro, in the city of Porto Alegre, State of Rio Grande do Sul, ZIP Code , as an alternate member, appointed by funds managed by Victoire Brasil Investimentos, and by the shareholder José Antonio Fernandes Martins, supported by Petros Fundação Petrobrás de Seguridade Social and investment clubs managed by Solidus S.A.; and (iii) by unanimous vote of controlling shareholders the following people were elected: FRANCISCO SERGIO QUINTANA DA ROSA, Brazilian citizen, married, agronomist, CPF No , RG No SSP/RS, issued by SSP/RS on , resident and domiciled at Rua Santo Inácio, No. 139, apt. 702, Moinhos de Vento District, in the city of Porto Alegre, State of Rio Grande do Sul, ZIP Code , as a full member of the Audit Committee, and SÉRVULO LUIZ ZARDIN, Brazilian citizen, widower, economist, CPF No , RG No SSP/RS, issued by SSP/RS on , resident and domiciled at Rua Cônego Viana, No. 240, 13 th floor, in the city of Porto Alegre, State of Rio Grande do Sul, ZIP Code , as the respective alternate member appointed by the controlling shareholders; 2.4.) COMPENSATION OF AUDIT COMMITTEE: The annual global compensation of the members of the Audit Committee in office was set at R$ 559,000.00, an amount that shall not be less than the legal minimum. The shareholder CENTRUS abstained from voting on this item of the agenda. 2.5.) COMPENSATION OF DIRECTORS: The total monthly 5

6 compensation of the directors for the current year, including the fees of directors, executive officers and, when paid, members of Committees who are directors, effective as of April 1, 2014, was set at R$ 694,000.00, an amount that shall remain fixed, without any adjustment, to the date of the Annual Meeting to be held in The shareholder CENTRUS abstained from voting on this item of the agenda. OMISSION OF SIGNATURES: It was approved unanimously the publication hereof without the signatures of the attending shareholders. CLOSURE: Having exhausted the Agenda, the meeting was closed and these minutes were drawn up, which records in a summary manner the progress of the work and the resolutions passed. Read and approved in all its terms, this document was signed by the attending shareholders. Caxias do Sul, Rio Grande do Sul, March 27, Mauro Gilberto Bellini - Chairman; Carlos Zignani - Secretary; Shareholders: Mauro Gilberto Bellini; for the Estate of Maria Celia Festugato Bellini, Estate of Valter Antonio Gomes Pinto and for Vate Participações e Administração Ltda. Nestor Antonio Perottoni; for Davos Participações Ltda. Mauricio Otavio Barcellos Castilhos; for Fundação Banco Central de Previdência Privada Centrus Eraldo Leite Dantas; for Fundação Marcopolo Ivete Pistorello; for José Antonio Fernandes Martins and for JM Participações e Administração Ltda. Mauricio Otavio Barcellos Castilhos; Luciano Moisés Bado; Viviane Maria Pinto Bado; for funds managed by VICTOIRE BRASIL SMALL CAP, LLC Ivete Pistorello; for Petros Fundação Petrobrás de Seguridade Social Maria Antonieta Cortezi; for investment clubs managed by Solidus S.A. C.C.V.M. and for investment funds managed by Solidus Administração de Patrimônio Ltda. Christian Klemt; for funds managed by HSBC Corretora de Títulos e Valores Mobiliários S.A., CITIBANK N.A., Itau Unibanco S.A., J.P. Morgan S.A., and Banco Santander (Brasil) S.A. Luciana Pontes de Mendonça Ikeda; José Antonio Valiati; Carlos Zignani; Raul Tessari; João Luiz Borsoi; Francisco Sergio Quintana da Rosa and Egon Handel. As Chairman and Secretary of the Annual and Special Meeting, we hereby declare that these Minutes are a faithful copy of the original transcribed in the Book of Minutes of the Annual Meetings of No. 01, and that the above signatures are authentic. Caxias do Sul, March 27, 2014 Mauro Gilberto Bellini Chairman Carlos Zignani Secretary 6