Magnesita Refratarios : Minutes of the Extraordinary Shareholders 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 EXTRAORDINARY GENERAL SHAREHOLDERS' MEETING HELD ON NOVEMBER 30TH, 2017

1. DATE, TIME AND PLACE: On November 30th, 2017, at 12:00 p.m., at the main office of Magnesita Refratários S.A. ("Company") in the City of Contagem, State of Minas Gerais, at Praça Louis Ensch, no. 240, Cidade Industrial, Zip Code no. 32210-050.

2. NOTICE OF THE MEETING: with the provisions set forth in article 124 of Law no. 6.404/76 ("Corporate Law"), by the call of the shareholders through the Call Notice, published on October 31st, 2017 and December 1st and 2nd, 2017's editions of the newspaper Hoje em Dia (MG), on pages 11,10 and 12, respectively, and on October 31st, 2017, November 1st and 7th, 2017's editions of the Diário Oficial do Estado de Minas Gerais, on pages 2, 2 and 1, respectively.

3. ATTENDANCE: Presence of shareholders representing 68,88% of the Company's capital stock, as confirmed by the signatures in the Shareholders' Book of Attendance (Livro de de Presença de Acionistas). Among the presences, there will be shareholders representing 42,23% of the shares, outstanding in the market, as defined in the Novo Mercado B3 Regulation, in force until December 31st, 2017 ("Novo Mercado Listing Rules")

4. CHAIRMAN AND SECRETARY: Mr. Daniel Domiciano Pereira da Silva has taken over the chairmanship, as per Sole Paragraph of Article 9 Caput and its Sole Paragraph of the Company's Bylaws, who invited Ms. Lívia Mariz Junqueira as Secretary.

5. AGENDA: (i) to appreciate the triple list approved by the Board of Directors and resolve on the company that will, among the three specialized companies, be chosen to draft an appraisal report on the economic value of the Company's common shares, with regard to the public offering of acquisition of all Company's common shares in the market free float, in order to terminate the registration of the Company as a publicly-held company and to withdraw the Novo Mercado segment, pursuant to articles 4th, Paragraph 4th of the Brazilian Corporate Law (Law No. 6,404/76), CVM Instruction No. 361, dated as March 5, 2002 and the Novo Mercado Listing Rules; (ii) To elect the members and their respective alternate members of the Board of Directors; (iii) to deliberate upon to the amendment of the Article 5 of the Company's Bylaws, to reflect the new Company's stock capital amount and the number of shares, in accordance with the terms approved by the Board of Directors meeting held on 10.11.2017, as well as the consolidation of the Company's Bylaws

6. Docum ents Anal yz ed in th e M eeting, Authenticated and Filed at the Compan y's M ain Office: (i) the Management Proposal; and (ii) Notice for the Special General Shareholders' Meeting.

7. RESOLUTIONS: The following resolutions were approved:

8. Firstly, it was authorized the drawing up of these minutes in summary form of the facts occurred pursuant to paragraph 1st of article 130 of Corporate Law, and its publication with the omission of

   the shareholders' signatures pursuant to paragraph 2nd of the aforementioned article. It was also approved the reading of the items of the agenda of this Meeting was waived.

9. To approve, by majority of votes of the Outstanding Shares, the choice of BR Partners Assessoria Financeira Ltda., among the three specialized companies, to draft an appraisal report on the economic value of the Company's common shares, in accordance with the Regulation of the Novo Mercado, Law No. 6,404/1976, CVM Instruction No. 361/2002 ("Evaluation Report"), in connection with the public offering of acquisition of all Company's common shares in the market free float, in order to terminate the registration of the Company as a publicly-held company and to withdraw the Novo Mercado segment which will eventually be performed by the Company's controlling shareholder jointly with the mandatory public offering of acquisition of up to the totality of the common shares issued by the Company due to the sale of the Company's control. In accordance with the provisions of the Novo Mercado Regulation, only the holders of Outstanding Shares, as defined in the Novo Mercado Regulation, participated in the vote on this matter. There were 6,002,479 votes for BR Partners Assessoria Financeira Ltda., and 3,447,631 votes for Greenhill & Co do Brasil Assessoria Ltda.

10. To approve, considering the absence of multiple votes request and the absence of a request for the exercise of the right to vote separately provided for in Article 141, Paragraphs 1, 4 and 5 of the Brazilian Corporate Law, by majority of votes, with 34,163,352 votes in favor, 268,300 votes against and 38,700 abstentions, the election of the following members of the Company's Board of Directors, with a term of office until the Company's Annual General Meeting to deliberate on the accounts for the fiscal year

ended on December 31st, 2018, according to Management's Proposal published on October 30, 2017:

1. STEFAN BORGAS, German, married, business manager, bearer of German passport no. C4JTCMZ87, domiciled in Austria, at Wienerbergstrasse 9, 1100, Vienna, as Vice-President of the Board of Directors, and GERD SCHUBERT, German, married, business manager, bearer of German passport no. CG6PMRC1L, domiciled in Austria, at Wienerbergstrasse 9, 1100, Vienna, as his alternate member for the Vice-President position of the Board of Directors.
2. ROBERT RANFTLER, Austrian, divorced, lawyer, bearer of passport no. P3315715, domiciled in Austria, at Wienerbergstrasse 9, 1100, Vienna, as member of the Board of Directors, and Ms. LÍVIA MARIZ JUNQUEIRA, Brazilian, married, lawyer, bearer of the identity card no. 28.507.702-8, issued by SSP-SP, enrolled before the Individual Taxpayer's Registry (CPF/MF) under no. 307.056.988-90, with bureau in the City of São Paulo, at Dr. Eduardo de Souza Aranha, 387 - 5th floor, Vila Nova Conceição, ZIP Code 04543-121, as his alternate member of the Board of Directors.
3. EDUARDO GUARDIANO LEME GOTILLA, Brazilian, married, economist, bearer of the identity card no. 10.191.051-1, issued by SSP-RJ, enrolled before the Individual Taxpayer's Registry (CPF/MF) under no. 016.697.767-51, resident and domiciled in London, United Kingdom, at 22A St James Square SW1Y 4JH, as member of the Board of Directors; and ALEXANDER SCHILLINGER, Austrian, business manager, bearer of Austrian passport no. U1536714, resident and domiciled in Austria, at -1100 Vienna, Wienerbergstrasse 9, as his alternate member of the Board of Directors; and
4. GILMAR FAVA CARRARA, Brazilian, married, business manager, bearer of the identity card no. MG1577298, issued by SSP/MG, enrolled before the Individual Taxpayer's Registry (CPF/MF) under no. 236.560.936-87, with bureau in the City of Contagem, state of Minas Gerais, at Praça Louis Ensch, nº 240, Cidade Industrial, ZIP Code 32210-050, as member of the Board of Directors,

and GUSTAVO PECORARI, Brazilian, married, business manager, bearer of the identity card no. 32.209.286-3, issued by SSP-SP, enrolled before the Individual Taxpayer's Registry (CPF/MF) under no. 303.459.698-71Dr. Eduardo de Souza Aranha, 387 - 5th floor, Vila Nova Conceição, ZIP Code 04543-121, as his alternate member of the Board of Directors.

The Company recorded that the members of the Board of Directors hereby elected fulfill the preconditions for eligibility set forth in articles 146 and 147 of the Brazilian Corporate Law and CVM Instruction No. 367/02, and that such members of the Board of Directors, previously consulted, confirmed that no are subject to any offense that prevents them from carrying out the duties of the position for which they have been appointed, that they do not occupy positions in companies that may be considered competitors in the Company's market and which have no conflicting interests with it.

The members of the Board of Directors hereby elected shall be invested in their respective positions by signing, within the legal term, their respective Office Terms drawn up in the proper book, Declarations regarding CVM Instruction No. 367/02 and the Members Terms of Agreement provided for in the Regulation of the Novo Mercado. The members of the Board of Directors shall also subscribe: (a) Adherence to the Policy for Disclosure of Relevant Information and Preservation of Confidentiality and to the Trading Policy with Securities Issued by the Company, adopted by the Company; and (b) Individual Form - Negotiation of Directors and Related Persons, pursuant to CVM Instruction No. 358/02.

Due to the election aforementioned, the current composition of the Company's Board of Directors is recorded, all members with a mandate until the next General Meeting of the Company that deliberates on the accounts for the fiscal year ended December 31, 2018:

1. OCTAVIO CORTES PEREIRA LOPES, Brazilian, in Civil Union, entrepreneur, bearer of the identity card no. 18.165.539-1, issued by SSP/SP, enrolled before the CPF/MF under no. 149.224.538-06, resident and domiciled in London, United Kingdom, at St James Square SW1Y 4JH; to the position of Chairman of the Board of Directors, and RUBENS MÁRIO MARQUES DE FREITAS, Brazilian, married, entrepreneur, bearer of the identity card no. M-8.574.211, issued by SSP/MG

   enrolled before the CPF/MF under no. 026.718.456-50, resident and domiciled in the City and State of São Paulo, with business address at Avenida Brigadeiro Faria Lima, no. 3900, 7th floor, Zip Code 04538-132, as his alternate for the position of Chairman of the Board of Directors;

2. STEFAN BORGAS, German, married, business manager, bearer of German passport no. C4JTCMZ87, domiciled in Austria, at Wienerbergstrasse 9, 1100, Vienna, as Vice-President of the Board of Directors, and GERD SCHUBERT, German, married, business manager, bearer of German passport no. CG6PMRC1L, domiciled in Austria, at Wienerbergstrasse 9, 1100, Vienna, as his alternate member for the Vice-President position of the Board of Directors.
3. THIAGO EMANUEL RODRIGUES, Brazilian, married, entrepreneur, bearer of the identity card no. 6.079.232, issued by SSP/MG, enrolled before the CPF/MF under no. 730.653.826-87, resident and domiciled in the City and State of São Paulo, with business address at Avenida Brigadeiro Faria Lima, no. 3900, 7th floor, Zip Code 04538-132, for the position of member of the Board of Directors; and JOÃO HENRIQUE BRAGA JUNQUEIRA, Brazilian, married, entrepreneur, bearer

   of identity card no. M-8526.881, issued by SSP/MG, enrolled before the CPF/MF under no

   041.249.236-94, resident and domiciled in the City and State of São Paulo, with business address at Brigadeiro Faria Lima, 3900, 7th Floor, ZIP Code 04538-132, as as his alternate member for the Board of Directors

4. ROBERT RANFTLER, Austrian, divorced, lawyer, bearer of passport no. P3315715, domiciled in Austria, at Wienerbergstrasse 9, 1100, Vienna, as member of the Board of Directors, and Ms. LÍVIA MARIZ JUNQUEIRA, Brazilian, married, lawyer, bearer of the identity card no. 28.507.702-8, issued by SSP-SP, enrolled before the Individual Taxpayer's Registry (CPF/MF) under no. 307.056.988-90, with bureau in the City of São Paulo, at Dr. Eduardo de Souza Aranha, 387 - 5th floor, Vila Nova Conceição, ZIP Code 04543-121, as his alternate member of the Board of Directors.
5. EDUARDO GUARDIANO LEME GOTILLA, Brazilian, married, economist, bearer of the identity card no. 10.191.051-1, issued by SSP-RJ, enrolled before the Individual Taxpayer's Registry (CPF/MF) under no. 016.697.767-51, resident and domiciled in London, United Kingdom, at 22A St James Square SW1Y 4JH, as member of the Board of Directors; and ALEXANDER SCHILLINGER, Austrian, business manager, bearer of Austrian passport no. U1536714, resident and domiciled in Austria, at -1100 Vienna, Wienerbergstrasse 9, as his alternate member of the Board of Directors; and
6. GILMAR FAVA CARRARA, Brazilian, married, business manager, bearer of the identity card no. MG1577298, issued by SSP/MG, enrolled before the Individual Taxpayer's Registry (CPF/MF) under no. 236.560.936-87, with bureau in the City of Contagem, state of Minas Gerais, at Praça Louis Ensch, nº 240, Cidade Industrial, ZIP Code 32210-050, as member of the Board of Directors, and GUSTAVO PECORARI, Brazilian, married, business manager, bearer of the identity card no.

   32.209.286-3, issued by SSP-SP, enrolled before the Individual Taxpayer's Registry (CPF/MF) under no. 303.459.698-71Dr. Eduardo de Souza Aranha, 387 - 5th floor, Vila Nova Conceição, ZIP Code 04543-121, as his alternate member of the Board of Directors.

7. LUIZ ALVES PAES DE BARROS, Brazilian, married, economist, bearer of the identity card no. 3472461, issued by SSP/SP, enrolled before the CPF/MF under no. 272.014.578-53, with business address in the City and State of São Paulo, at Avenida Brigadeiro Faria Lima, no 1982, 6th floor, Jardim Paulistano, Zip Code 01451-001, for the position of member of the Board of Directors; and WILLIAM CORDEIRO, Brazilian, single, engineer, bearer of the identity card no. 47.834.597-5, issued by SSP/SP, enrolled before the CPF/MF under no. 092.197.196-65, resident and domiciled in the City and State of São Paulo, at Rua Iaiá, no. 112, apt.14, Itaim Bibi, Zip Code 04542-060, as alternate for the position of member of the Board of Directors;