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Ordinary and Extraordinary Shareholders‘ Meeting - Call Notice

Tupy S.A., world’s largest foundry of iron blocks and heads, invites its shareholders to convene in Ordinary and Extraordinary General Meeting, to be held on April 29, 2015, 09:00 AM (BRT), at Rua Albano Schmidt n. 3,400, Boa Vista, Joinville (SC), Brazil, to discuss and deliberate on the following agenda:

At the extraordinary general meeting:

a) approve the new wording of Article 2 of the Company‘s Bylaws to assign the new subsidiary of the Company incorporated in the State of São Paulo, City of Diadema, at 239 Avenida Luigi Papaiz, Room 02D, Jardim das Nacoes, ZIP code 09931-610 as apporved by the Board of Directors on 03.26.2014 and 08.07.2014;

b) approve the new wording of Article 23 of the Company‘s Bylaws to change the Board of Directors‘ composition, with either seven (7) or nine (9) components (members and alternates);

c) approve the new wording of Article 47 of the Company‘s Bylaws to give express powers to the Board of Directors to determine, at intermediate or interim basis, the payment of interest on shareholders‘ equity based on semi-annual, quarterly or monthly balance sheet; and

d) approve the consolidation of the Company‘s Bylaws, on terms to be approved at the extraordinary general meeting.

At the ordinary general meeting:

a) examine, discuss and vote on the Company‘s financial statements for the year ended December 31, 2014;

b) decide on the destination of the income generated at the year ended December 31, 2014;

c) elect seven (7) or nine (9) members to the Board of Directors for 2015-2016, and their respective alternates;

d) appoint the Chairman and the Vice Chairman of the Board of Directors;

e) elect the members of the Fiscal Council for fiscal year 2015, and their respective alternates; and

f) establish the overall annual budget for remuneration of Directors, Officers and the Fiscal Council for fiscal year 2015

This is a free translation of the original document in Portuguese and does not substitute the original documents that are linked below:

Click here to access the meeting‘s documents (in portuguese).

Last Update on April 14, 2015

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