Magnesita Refratarios : Minutes of Board of Directors Meeting

MAGNESITA REFRATÁRIOS S.A.

Publicly-Held Company

CNPJ/MF (Corporate Taxpayer Registration) No. 08.684.547/0001-65 NIRE (Commercial Registration) 31.300.026.485

MINUTES OF THE BOARD OF DIRECTORS' MEETING HELD ON AUGUST 11, 2017

Date, Time and Place: On August 11, 2017, at 11 a.m. (BRT), at the branch office of Magnesita Refratários S.A. ("Company"), located in the City of São Paulo, State of São Paulo, at Rua Dr. Eduardo Souza Aranha, 387, 5thfloor, Vila Nova Conceição, ZIP Code 04543-121.

Notice of the Meeting, Attendance and Agenda: The members of the Company's Board of Directors were duly summoned on August 5th, 2017, pursuant to article 16, §1st of the Company's Bylaws. The totality of the members of the Board of Directors attended the meeting. The agenda was set out in the call notice.

Chairman and Secretary: Chairman - Octavio Cortes Pereira Lopes

Secretary - Livia Mariz Junqueira

Resolutions: The following resolutions were adopted by unanimous vote of the members of the Board of Directors:

1. To authorize these minutes to be drawn up in summary form;

2. To approve results of the second quarter of 2017 of the Company;

3. To approve, pursuant to Article 204 of Law 6,404 / 76 ("Corporate Law") and to line "h" of Article 15 of the Company's Bylaws, the distribution to the Company's shareholders, as intermediary dividends, of the total net amount of R$5.919.537 (Five million, nine hundred and nineteen thousand, five hundred and thirty-seven reais) to the Company's profit reserve account, in accordance with the balance sheet as of June 30, 2017, and equivalent to R$ 0,118294975 per share (Disregarding shares held in treasury);

4. To approve, pursuant to Article 15, paragraph h, of the Company's Bylaws, the distribution to the Company's shareholders, as interest on own capital, of the total gross amount of R$37.029.956 (Thirty-seven million, twenty-nine thousand, nine hundred and fifty-six reais) to the Company's profit reserve account, in accordance with the balance sheet as of June 30, 2017, and equivalent to R$0,740000000 per share (excluding treasury

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   shares), with withholding tax in accordance with applicable legislation, except for shareholders who are proven to be immune or exempt from;

5. They will be entitled to receive the intermediary dividends and interest on shareholders' equity, the shareholders included in the Company's shareholding base on August 17, 2017 (base date). As of August 18, 2017 (inclusive), the shares issued by the Company will be traded "ex-intermediary dividends" and "ex-interest on own capital" and will not be entitled to their receipt;

6. The intermediary dividends and interest on shareholders' equity due to the Company's shareholders shall be paid in national currency, with no monetary correction, in the proportion of each shareholder in the Company's capital stock, pursuant to article 205, §3 of the Brazilian Corporate Law. Payment will be done at August 28, 2017;

7. The net amount of the intermediary dividends and interest on own capital distributed to the Company's shareholders will be discounted on the minimum mandatory dividend that will be deliberated at the annual shareholders' meeting that approves the accounts for the year 2017, if applicable;

8. To approve the incorporation of a new Company's U.S. subsidiary;

9. To acknowledge the term of resignation submitted by Messrs. EDUARDO ROMEU FERRAZ, Brazilian, single, businessman, bearer of Identity Card RG No. 44.939.894-8, issued by SSP / SP, enrolled with the CPF/MF under the No. 227.343.008-69, with office in the City of São Paulo, State of São Paulo, at Rua Dr. Eduardo de Souza Aranha, 387-5, Vila Nova Conceição, CEP 04543-121, as Chief Financial Officer and Investor Relations, for which he was elected at a meeting of the Board of Directors held on January 2, 2017, and OTTO ALEXANDRE LEVY REIS, Brazilian, married, engineer, bearer of identity card No. MG 3,440,127, issued by SSP MG, enrolled with CPF/MF under no. 870.903.097-20, with an office in the City of Contagem, State of Minas Gerais, at Praça Louis Ensch, nº 240, CEP 32210-902, to the position of Director without specific Company, for which it had been elected at the Board of Directors' Meeting held on August 6, 2015, it being understood that such resignations will take effect as of today's date (inclusive);
10. To appoint Mr. OTÁVIO AUGUSTO CASTRO LUSTOSA NOGUEIRA, Brazilian, married, business administrator, bearer of identity card No. 1488122, issued by SSP/PI, enrolled with CPF/MF under No. 719.280.903-97, with In the City of São Paulo, State of São Paulo, at Rua Dr. Eduardo de Souza Aranha, 387-5, Vila Nova Conceição, CEP 04543- 121, to replace Mr. Eduardo Romeu Ferraz in the position of Chief Financial Officer and Investor Relations Officer, with a mandate coinciding with that of the current Board of

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    Executive Officers, which is until August 6, 2018, being certain that such appointment shall be into full force from today (inclusive). Mr. Otávio Augusto Castro Lustosa Nogueira will jointly hold the chairs of Chief Financial and Investor Relations Officer with the functions of his current position of Officer with no specific designation;

11. The Company hereby declares that the officer appointed hereby fulfills the preconditions for eligibility provided for in Articles 146 and 147 of the Brazilian Corporation Law, and such officer, previously consulted, confirmed that he is not involved in any offense that prevents them from carrying out the activities of the positions For which it was appointed, that it does not occupy a position in companies that may be considered competitors in the Company's market and which has no conflicting interests with it. The Company's Executive Officer will be invested in his position by signing, within the legal term, the Term of Possession issued in the proper book, being his possession conditioned on the signing of said document;

12. To consolidate the composition of the Company's current Board of Executive Officers, with a term of office until August 6, 2018, as follows: (i) as Chief Executive Officer, LUIS RODOLFO MARIANI BITTENCOURT, Brazilian, married, engineer, bearer of identity card No. M-1,273,768, enrolled with the CPF / MF under No. 642.154.076-72; (ii) in the position of Chief Financial Officer and Investor Relations Officer and Director with no specific designation Mr. OTÁVIO AUGUSTO CASTRO LUSTOSA NOGUEIRA, Brazilian, married, business administrator, bearer of identity card No. 1488122, issued by SSP/PI, enrolled with the CPF/MF under No. 719.280.903-97, and (iii) in the positions of Directors with no specific designation: GILMAR FAVA CARRARA, Brazilian, married, engineer, bearer of identity card no. M1577298, issued by SSP/MG, enrolled with CPF/MF under no. 236.560.936-87; And FRANCISCO JOSÉ CARRARA FAVA, Brazilian, married, engineer, bearer of identity card M6511989, issued by SSP / MG, enrolled with CPF / MF under No. 905.792.756-04, and Mr. Otávio Augusto Castro Lustosa Nogueira with office at City and State of São Paulo, at Rua Dr. Eduardo Souza Aranha, 387, 5th floor, Vila Nova Conceição, CEP 04543-121, and the others in the City of Contagem, State of Minas Gerais, at Praça Louis Ensch, nº 240, CEP 32210-902;

13. To authorize the Company's management to take all necessary steps to implement the resolutions approved above.

Conclusion and Approval of the Minutes: There being no further business, the meeting was briefly adjourned while these minutes were drawn up. The meeting was again called to order, whereupon these minutes, after being read and approved, were signed by the Chairman and Secretary of the meeting and the members of the Board of Directors of the Company. Chairman: Octavio Cortes Pereira Lopes. Secretary: Livia Mariz Junqueira. Members of the Board of Directors: Octavio Cortes Pereira Lopes;

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Fersen Lamas Lambranho; Thiago Emanuel Rodrigues; Lucas Álvares Martín Garrido; Nelson Rozental; Franz-Ferdinand Buerstedde; Luiz Alves Paes de Barros; Bernardo Guimarães Rodarte; Ronaldo de Carvalho Caselli.

I declare that these minutes are a true copy of the original drawn up in the relevant book.

São Paulo/SP, August 11, 2017.

LIVIA MARIZ JUNQUEIRA

Secretary

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