MINUTES OF THE MEETING OF DEBENTUREHOLDERS OF THE SIXTH PUBLIC ISSUE OF UNSECURED DEBENTURES CONVERTIBLE INTO SHARES HELD ON APRIL 14, 2014

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1 IOCHPE-MAXION S.A. National Corporate Taxpayers Register of the Ministry of Finance under CNPJ/MF No. CNPJ/MF / State Registration Number (NIRE) Publicly-Held Company MINUTES OF THE MEETING OF DEBENTUREHOLDERS OF THE SIXTH PUBLIC ISSUE OF UNSECURED DEBENTURES CONVERTIBLE INTO SHARES HELD ON APRIL 14, Date, Time, and Place: On this April 14, 2014, at 4:00 p.m., at Hotel Radisson Faria Lima, located at Av. Cidade Jardim, No. 625, in the City and State of São Paulo. 2. Call Notice: The notice of the meeting recorded in these minutes was published on March 27, 28 and 29, 2014, in the Official Gazette of the State of São Paulo, and on March 27, 28 and 31, 2014 in the newspaper Valor Econômico. 3. Attendances: According to the signatures on the attendance register attached hereto, the meeting was attended by ninety-nine point ten percent (99.10%) of the holders of the outstanding Debentures under the Private Deed of the Sixth Public Issue of Unsecured Debentures Convertible into Shares of Iochpe-Maxion S.A., executed on March 27, 2013, between Iochpe-Maxion S.A. ( Issuer ) and Pentágono S.A. Distribuidora de Títulos e Valores Mobiliários ( Trustee ), as amended on April 18, 2013 ( Debenture Deed and Sixth Issue, respectively). Representatives of Trustee and Issuer also attended the meeting. 4. Presiding Officers: Chairperson: The meeting was chaired by Ms. Precilda Cristiane Ponce; Secretary: Ms. Darcira da Silva Carvalho Gonçalves, as unanimously appointed by the attending Debentureholders. 5. Agenda: The Debentureholders were convened to resolve on the following agenda: (i) to change the Financial Index set forth in subsection XXVIII of Section 6.26 of the Debenture Deed exclusively in respect of the Company s Consolidated Financial Statements as from (including) June 30, 2014, with the consequent change in the wording of said subsection; (ii) to resolve on a possible premium to be paid to the holders of debentures of the Sixth Issue as result of the resolution above; and (iii) to authorize Trustee and Issuer to execute all documents and perform all other acts that may be necessary to the full satisfaction of the resolutions above, including the corresponding amendment to the Debenture Deed. The capitalized terms used but not defined in these minutes have the meaning ascribed to them in the Debenture Deed. 6. Resolutions: The following resolutions were irrevocably and irreversibly taken by vote of the holders of ninety-nine point ten percent (99.10%) of the outstanding Debentures, pursuant to sections 9.6, e 9.7 of the Debenture Deed, except for the resolution in subsection 6.4 below, which was taken with the abstentions specified in said subsection:

2 6.1. To authorize the drawing up of these minutes as a summary, as well as its publication without the signature of the Debentureholders pursuant to Paragraphs 1 and 2 of article 130, and Paragraph 2 of article 71, of Law No. 6404, of December 15, To approve the change of the Financial Index set forth in subsection XXVIII of Section 6.26 of the Debenture Deed exclusively in respect of the Company s Consolidated Financial Statements as from (including) June 30, 2014, as proposed by Issuer, as provided for below: (i) (ii) (iii) (iv) (v) (vi) (vii) 3.75 times in respect of Company s Consolidated Financial Statements relating to June 30, 2014; 3.75 times in respect of the Company s Consolidated Financial Statements relating to December 31, 2014; 3.5 times in respect of the Company s Consolidated Financial Statements relating to June 30, 2015; 3.25 times in respect of the Company s Consolidated Financial Statements relating to December 31, 2015; 3.0 times in respect of the Company s Consolidated Financial Statements relating to June 30, 2016; 2.75 times in respect of the Company s Consolidated Financial Statements relating to December 31, 2016; e 2.5 times in respect of the Company s Consolidated Financial Statements relating to June 30, 2017 and in respect of the Company s Consolidated Financial Statements relating to December 31 and June 30 of the subsequent periods As result of the resolution 6.2 above, to approve the change in the wording of subsection XXVIII of Section 6.26 of the Debenture Deed, which shall now become effective with the following wording: XXVIII. noncompliance by the Company with the financial index below ("Financial Index"), to be determined by the Independent Auditor (as defined in Section 7.1, subsection I, paragraph (a) below) semiannually, pursuant to Section 7.1, subsection II, paragraph (a) below, and followed up by Trustee within up to five (5) Business Days after the receipt, by Trustee, of the information referred to in Section 7.1, subsection II, paragraph (a) below, based on the Company s Consolidated Financial Statements as from (including) the Company s Consolidated Financial Statements relating to June : the quotient of the division of the Net Debt (as defined in Section , subsection II, below) by the EBITDA (as defined in Section , subsection III, below), which shall be equal to and lower than:

3 (a) 4.5 (four point five) times in respect of the Company s Consolidated Financial Statements relating to June 30, 2013; (b) 4.0 (four) times in respect of the Company s Consolidated Financial Statements relating to December 31, 2013; (c) 3.75 (three point seventy-five) times in respect of the Company s Consolidated Financial Statements relating to June 30, 2014; (d) 3.75 (three point seventy-five) times in respect of the Company s Consolidated Financial Statements relating to December 31, 2014; (e) 3.5 (three point five) times in respect of the Company s Consolidated Financial Statements relating to June 30, 2015; (f) 3.25 (three point twenty-five) times in respect of the Company s Consolidated Financial Statements relating to December 31, 2015; (g) 3.0 (three) times in respect of the Company s Consolidated Financial Statements relating to June 30, 2016; (h) 2.75 (two point seventy-five) times in respect of the Company s Consolidated Financial Statements relating to December 31, 2016; e (i) 2.5 (two point five) times in respect of the Company s Consolidated Financial Statements relating to June 30, 2017, and in respect of the Company s Consolidated Financial Statements relating to December 31 and June 30 of the subsequent periods In consideration for the resolutions under sections 6.2 and 6.3 above, Issuer shall pay a premium to the Debentureholders at the rate of zero point three percent (0.3%) on the outstanding balance of the Par Value of the Debentures, plus Remuneration, calculated on a pro rata temporis basis from the Remuneration payment date immediately before to the date of actual payment of the premium, provided that such premium shall be paid on May 15, 2014 to the holders of the outstanding Debentures. Pursuant to Section 6.20 of the Debenture Deed, payment of premium shall be made to all persons that are Debentureholders as of the closing of the business of the Business Day immediately before the date of said payment. It is herein recorded that the Debentureholders represented in these minutes by attorney-in-fact Precilda Cristiane Ponce abstained from voting on this matter To authorize Trustee and Issuer to execute all documents and perform all acts that may be necessary to the full satisfaction of the resolutions above, including the corresponding amendment to the Debenture Deed. 7. Adjournment: There being to further business to be transacted, these minutes were drawn up, read, approved by the attending parties, and executed by the chairwoman and the Secretary of the meeting, as well as by Issuer, Trustee and the

4 Debentureholders attending the meeting in number sufficient to form the required quorum for the resolutions taken at this meeting. São Paulo, April 14, [Signatures: Precilda Cristiane Ponce, Chairwoman. Darcira da Silva Carvalho Gonçalves, Secretary. Issuer: IOCHPE-MAXION S.A., by: Marcos Sergio de Oliveira, Chief Executive Officer / Oscar Antônio Fontoura Becker, Officer. Trustee: PENTÁGONO S.A. DISTRIBUIDORA DE TÍTULOS E VALORES MOBILIÁRIOS, by proxy: Karolina Gonçalves Vangelotti. Debentureholders: BNDES PARTICIPAÇÕES S.A. BNDESPAR, by proxy: Julio Carlos Motta Noronha. BANCO FATOR S.A., by proxy: Precilda Cristiane Ponce. FUNDO FATOR SINERGIA IV FIA; FUNDO FATOR SINERGIA V FIA; FI FATOR JAGUAR AÇÕES, FI FATOR PREVIDÊNCIA COMPOSTO 20 MULTIMERCADO; FATOR PRISMA MASTER FIA, all represented by Banco Fator S.A., by proxy: Precilda Cristiane Ponce. FI FATOR SEGUROS MULTIMERCADO CRÉDITO PRIVADO; FI JABURÁ AÇÕES, represented by Fator S.A. Corretora de Valores, by proxy: Precilda Cristiane Ponce. ITAÚ UNIBANCO S.A., by proxy: Darcira da Silva Carvalho Gonçalves / Cleber Cavalcante Diniz. BANCO BTG PACTUAL S.A., by proxy: João Baptista Borges Pereira Cyrino de Sá. FIM CP LS INVESTIMENTO NO EXTERIOR, represented by Banco BTG Pactual S.A., by proxy: João Baptista Borges Pereira Cyrino de Sá. SUL AMERICA EXPERTISE FIA; SUL AMERICA EXPERTISE LONG ONLY FUND LLC; SUL AMERICA MARATHON FIM CREDITO PRIVADO, represented by Sul América Investimentos D.T.V.M., by proxy: Ricardo Mendes Borges. BNP PARIBAS NOVA YORK FI MULTIMERCADO PREVIDENCIARIO; BNP PARIBAS AURORA FUNDO DE INVESTIMENTO MULTIMERCADO; BNP PARIBAS VOLT FI PREVIDENCIARIO MULTIMERCADO; FI MAIS VIDA MULTIMERCADO I; KPREV FUNDO DE INVESTIMENTO MULTIMERCADO CREDITO PRIVADO; PREVCUMMINS II FUNDO DE INVESTIMENTOS MULTIMERCADO, represented by BNP Paribas Asset Management Brasil Ltda., by proxy: Carolina Arantes Nogueira Domingues. MAUÁ ARBITRAGEM MASTER FIM; MAUÁ ORION EQUITY HEDGE MASTER FIM; SCORPION FIA; SINTÉTICO MASTER FIM, represented by Mauá Investimentos Ltda., by proxy: Danilo Palinkas Anzelotti. FREIBURG FIM CRÉDITO PRIVADO INVESTIMENTO NO EXTERIOR, represented by Consenso Investimentos Ltda., by proxy: Danilo Palinkas Anzelotti. WPA II MULTIMERCADO CREDITO PRIVADO, by proxy: Danilo Palinkas Anzelotti. FI WPA I INVESTIMENTO NO EXTERIOR, by proxy: Danilo Palinkas Anzelotti. CLUBE DE INVESTIMENTO BALDER, by proxy: Danilo Palinkas Anzelotti. OPUS EQUITY HEDGE MASTER FIM; OPUS AÇÕES FIA, represented by Opus Gestão de Recursos Ltda., by proxy: Danilo Palinkas Anzelotti. FRAM CAPITAL PREVIDENCIA FI RF LP; FRAM CAPITAL PREVIDENCIA RV 20 FUNDO; FI MULTIMERCADO 49 CRÉDITO PRIVADO; MANDIN MULTIESTRATEGIA FI, represented by Fram Capital Gestão de Ativos Ltda., by proxy: Danilo Palinkas Anzelotti. EOS LVT FI MULTIMERCADO IE CREDITO PRIVADO, represented by EOS Investimentos Ltda., by proxy: Danilo Palinkas Anzelotti. WALTER APPEL, by proxy: Precilda Cristiane Ponce. MARIA DE LOURDES TORRES ASSUNÇÃO, by proxy: Precilda Cristiane Ponce.]

5 This is a true copy of the original minutes recorded in the proper register. Precilda Cristiane Ponce Chairwoman Darcira da Silva Carvalho Gonçalves Secretary ede/70219.doc 4/16/14

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