Trinidad Cement Limited

TAKE-OVER OFFER CIRCULAR

to acquire for cash all of the issued and outstanding ordinary shares

in

READYMIX (WEST INDIES) LIMITED not already held by Trinidad Cement Limited

at a price of TT$11.00, or US$1.62 per ordinary share.

Additional copies of this document, the Form of Acceptance and Transfer Form can be obtained from First Citizens Brokerage and Advisory Services Limited at its offices in:

(a) Port of Spain at:

#17 Wainwright Street St. Clair Port of Spain Trinidad.

Tel: (868) 622-2347 Extension – 5976 Email: brokerage@firstcitizenstt.com

(b) San Fernando at:

First Citizens Investment Services Limited Lady Hailes Avenue San Fernando Tel: (868) 657-2662 Extension – 6207/6208

Please carefully read this Offer Circular and instructions for completion of the Form of Acceptance and Transfer Form.

27th March, 2017

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TABLE OF CONTENTS

GLOSSARY OF TERMS & ABBREVIATIONS .................................................................................. 3

Section 1 – THE OFFEROR ............................................................................................................ 6

Section 2 – READYMIX ................................................................................................................. 6

Section 3 – OFFER AND SECURITIES SUBJECT TO THE OFFER ................................................. 7

Section 4 – OWNERSHIP OF SECURITIES OF READYMIX........................................................... 7

Section 5 – TRADING IN ORDINARY SHARES BY THE OFFEROR AND ANY INSIDER ............... 8

Section 6 – AGREEMENTS RELATING TO THE OFFER ................................................................ 8

Section 7 – TERMS AND CONDITIONS OF THE OFFER ................................................................ 8

Section 8 – ACCEPTANCE OF OFFER AND PAYMENT FOR DEPOSITED ORDINARY SHARES . 10

Section 9 – WITHDRAWAL AND AMENDMENT .......................................................................... 12

Section 10 – ARRANGEMENTS TO PAY FOR DEPOSITED SHARES - SOURCE OF FUNDS.......... 14

Section 11 – EFFECT OF THE OFFER ON THE MARKET AND LISTING OF ORDINARY SHARES 14

Section 12 – DIRECTORS OF THE OFFEROR AND READYMIX ................................................... 14

Section 13 – MATERIAL CHANGES IN OPERATIONS .................................................................. 15

Section 14 – VALUATION ............................................................................................................. 15

Section 15 – RIGHTS OF APPRAISAL AND ACQUISITION - ACQUISITION OF ORDINARY SHARES NOT DEPOSITED ........................................................................................................... 15

Section 16 – MATERIAL CHANGES AND OTHER INFORMATION ............................................... 17

Section 17 – DISCLOSURE OF COMMITMENTS TO ACQUIRE READYMIX SHARES ................... 17

Section 18 – RECENT JUDICIAL DEVELOPMENTS ..................................................................... 17

Section 19 – DIRECTORS’ APPROVAL AND CIRCULAR ............................................................... 18

Section 20 – SOLICITATIONS ...................................................................................................... 18

Section 21 – INSIDER BID ............................................................................................................ 18

Section 22 - MISREPRESENTATION.………………………………………………………………………………… 17 CONSENT OF PRICEWATERHOUSECOOPERS ADVISORY SERVICES LTD. …….…………..……. 18 APPROVAL AND CERTIFICATE OF THE OFFEROR ..................................................................... 19

Appendix 1 – ADDITIONAL TERMS OF THE OFFER ................................................................... 22

Appendix 2 – INFORMATION ABOUT TCL GROUP ..................................................................... 23

Appendix 3 – READYMIX TRADING ACTIVITY WITHIN THE LAST 6 MONTHS ....................... 24

Appendix 4 – VALUATION SCOPE & APPROACH ....................................................................... 25

Appendix 5 – SPECIMEN FORM OF ACCEPTANCE AND TRANSFER FORM ................................27

Appendix 6 – NOTICES & DELIVERY ........................................................................................... 31

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GLOSSARY OF TERMS & ABBREVIATIONS In this Offer Circular, unless the subject matter or context is inconsistent therewith, the following terms shall have the meanings set forth below.

Term

Meaning

Affiliates has the meaning ascribed to such expression under the Companies Act.

Broker First Citizens Brokerage and Advisory Services Limited.

By-Laws means the Securities Industry (Take-Over) By-Laws, 2005.

Companies Act means Companies Act, Chap. 81:01 of the Laws of Trinidad and Tobago.

Dissenting Offerees has the meaning ascribed to such expression under Section 15 herein.

Expiration Date means the date and time at which the Offer closes, being 4:00 p.m. on 1st May, 2017, which may be extended by the Directors.

Governmental Entity

means (i) the Government (or any subdivision thereof) of Trinidad and Tobago, or any agency, central bank, authority (public or local), bureau, municipal corporation, commission, department or similar body or instrumentality thereof, or statutory authority or body or any administrative body, court or tribunal of competent jurisdiction with authority (ii) any self-regulatory organization or stock exchange including the TTSE and the TTSEC and any subdivision, agent or authority of any of the foregoing, or (iii) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing.

Initial Valuation Laws

has the meanings ascribed to such expression under Section 21 herein. means any laws including civil, commercial, banking, securities, tax, personal and real property, security, environmental, energy, investment, zoning, sanitary and occupational health and safety laws, treaties, statutes, ordinances, judgments, decrees, decisions, rulings, awards, writs, certificates, orders, by-laws, rules, regulations, policies, protocols, codes, guidelines, notices, directions or other requirements of any Governmental Entity.

Minimum Target Shareholding means the minimum number of Ordinary Shares to be deposited on Expiration Date, being not less than 2,268,000.

Offer means the purchase of all of the issued and outstanding Ordinary Shares of Readymix not already held by the Offeror, at the Offer Price.

Offer Period means the 27th day of March, 2017 up until 4:00 pm on the 1st day of May, 2017.

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Offer Price means TT$11.00 or US$1.62 per issued Ordinary Share.

Offeror means Trinidad Cement Limited.

Ordinary Shares means the issued and outstanding ordinary shares of Readymix.

Person

means a natural person (including in such person’s capacity as trustee, executor, administrator or other legal representative), sole proprietorship, partnership, limited partnership, limited liability partnership, corporation, body corporate, company, limited liability corporation or company, unlimited liability company or corporation, joint stock company, trust, unincorporated association, joint venture, Governmental Entity or other entity, and pronouns have a similarly extended meaning.

PwC PricewaterhouseCoopers Advisory Services Limited.

Readymix means Readymix (West Indies) Limited.

Securities Act means the Securities Act, No. 17 of 2012 of Laws of Trinidad and Tobago.

Shareholders

means holders of Ordinary Shares, other than the Offeror.

TCL Group

means the Offeror and its subsidiaries as described in Appendix 2.

Trinidad and Tobago means the Republic of Trinidad and Tobago.

TT$ or Dollars means the lawful currency from time to time of Trinidad and Tobago.

TTCD Trinidad and Tobago Central Depository.

TTSE means Trinidad and Tobago Stock Exchange.

TTSEC means Trinidad and Tobago Securities & Exchange Commission.

USD, US$ or US Dollars means the lawful currency from time to time of the United States of America.

Valuation means the Valuation Report of PwC dated 22nd March 2017.

Withdrawal Date has the meaning ascribed to such expression under Section 9 herein.

Whenever used in this Agreement, words importing the singular number only shall include the plural, and vice versa, and words importing the masculine gender shall include, whenever appropriate, the feminine or neuter gender.

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IMPORTANT NOTICES

The Offer Circular is made pursuant to the By-Laws. The terms and conditions of the Offer set out in this Offer Circular including but not limited to the Form of Acceptance and Transfer Form along with any non-contractual obligations arising out of or in relation to the Offer shall be governed by, and construed in accordance with, the laws of the Republic of Trinidad and Tobago. The distribution of this Offer Circular into any jurisdiction other than the Republic of Trinidad and Tobago may be restricted by the applicable law of such jurisdiction and therefore persons into whose possession this Offer Circular and/or any accompanying documents come should inform themselves about and observe such restrictions under such applicable law. Any failure to comply with such restrictions may constitute a violation of the laws including the securities laws of such jurisdiction. Any reproduction or distribution of this Offer Circular, in whole or in part, and any disclosure of its contents or use of any information contained in this Offer Circular for any purpose other than considering the Offer is strictly prohibited. The TTSE and TTSEC have not in any way evaluated the merits of the Ordinary Shares and any representation to the contrary is an offence under Section 72 of the By-Laws. This Offer Circular is an important and valuable document that requires the immediate attention of Shareholders. Shareholders should read this Offer Circular carefully and retain it for future reference. If any Shareholder is in doubt as to its contents, or the action that shall be taken such Shareholder shall immediately consult with his/her stockbroker or other professional adviser. Please carefully read this Offer Circular and instructions for completion of the Form of Acceptance and Transfer Form. The information included in this Offer Circular has been based on publicly available documents filed with the TTSEC, TTSE and other regulatory bodies as well as certain information received from senior officers of the Offeror. Copies of this Offer Circular have been delivered to the Board of Directors of Readymix and filed with the TTSEC and TTSE. The TTSEC and TTSE take no responsibility for the veracity or validity of the contents of this Offer Circular.

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This Offer Circular is important and requires your immediate attention. If you are in doubt as to how to deal with it, you should consult your investment manager, broker, lawyer or other professional advisor. The Offer has not been approved or disapproved by the TTSEC or TTSE nor has TTSEC or TTSE passed upon the fairness or merits of the Offer or upon the adequacy of the information contained in this Offer Circular. This document does not constitute an offer or a solicitation to any person in any jurisdiction in which such offer or solicitation is unlawful. The Offer is not being made to, nor will deposits be accepted from or on behalf of, Shareholders in any jurisdiction in which the making or acceptance of the Offer would not be in compliance with the laws of such jurisdiction. However, the Offeror may, in its sole discretion, take such action as it may deem necessary to extend the Offer to Shareholders in any such jurisdiction.

Section 1 – THE OFFEROR The Offeror is a public company duly incorporated and validly existing under the Companies Act. It was incorporated in Trinidad in 1951 and commenced operations in 1954. Its registered office is situated at Southern Main Road, Claxton Bay, Trinidad. The TCL Group consists of eight (8) main operating companies in Trinidad and Tobago, Barbados, Jamaica, Anguilla and Guyana, which are involved in the production, marketing and packaging of various grades of cement and concrete as well as ancillary products and other accessory products used in the construction industry. The TCL Group is the largest group of companies of its kind in the Caribbean with a total consolidated revenue of $2.1 billion and a total asset base of $3.0 billion (as per the audited financial statements as at 31 December 2015). The Offeror is listed on the TTSE, under the ticker symbol “TCL”. All of the issued and outstanding shares of the Offeror are listed for trading on the TTSE. The Offeror is registered as a reporting issuer with the TTSEC. The Offeror is the majority shareholder of Readymix owning 8,531,977 Ordinary Shares or 71.1% of the 12,000,000 issued and outstanding Ordinary Shares.

Section 2 – READYMIX Readymix is a public company duly incorporated and validly existing under the Companies Act. The company is involved in the production of concrete, aggregate and pitrun; and also owns a number of quarries in Trinidad. Readymix is publicly traded on the TTSE, and has a total of 12,000,000 issued Ordinary Shares, 71.1% of which are owned by the Offeror, with the remainder minority shares being held by approximately 500 shareholders. The registered office of Readymix is situated at Tumpuna Road, Guanapo, Arima, Trinidad. Readymix is registered as a reporting issuer with the TTSEC. Readymix also has investments in two subsidiaries. Premix & Precast Concrete Inc. is a 60% subsidiary of Readymix which is incorporated in Barbados and was previously involved in the production of concrete. Operations were discontinued during the course of 2014 given the major decline in business in Barbados. RML Property Development Limited is a 100% subsidiary of Readymix which is currently dormant and does not hold any material assets or liabilities. Within recent years Readymix has seen a decline in financial performance with falling sales as a result of a marked slow-down in the local construction industry over the past 3 years and more so towards the end of 2015 as well as increased competition from a number of new entrants into the Trinidad and Tobago market, all of which have resulted in depressed prices of concrete and aggregate; and lower profitability. The company is further burdened by the reporting requirements and associated costs of continuing to be a publicly traded company listed on the TTSE and registered as a reporting issuer with the TTSEC. It is noteworthy that the price of an Ordinary Share has fallen from $18.79 per share in November 2015 to a current price of $10.80 per share (the lowest within the last 5 years).

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Despite the financial and operational challenges faced, Readymix, as part of the TCL Group, provides an avenue for the vertical integration of the production of cement and eventual sale and distribution of premixed concrete. With this in mind, the Offeror thought it fit to seek to acquire the remaining Ordinary Shares not already owned, thus providing the minority shareholders with an opportunity to realise their investment in Readymix with the eventual goal of applying to the TTSE and TTSEC to have the Company de-listed and de-registered as a reporting issuer respectively.

Section 3 – OFFER AND SECURITIES SUBJECT TO THE OFFER The Offeror is offering to purchase, upon the terms and subject to the conditions described in the Offer, all of the Ordinary Shares but excluding Ordinary Shares already held by the Offeror, at the Offer Price in cash per Ordinary Share. The Offer Price is exclusive of any withholding or other deduction that may be required to be made under applicable Laws and shall be payable without interest or other accrual of any kind. The Offer is made to the Shareholders only for Ordinary Shares. Any holder of such rights to acquire Ordinary Shares including the Shareholders who wish to accept the Offer should, to the extent permitted by their terms and applicable Laws, fully exercise such rights in order to obtain certificates representing Ordinary Shares that may be deposited in accordance with the terms of the Offer. Shareholders may elect to receive payment in either TT$ (based on a price of TT$11.00 per Ordinary Share) or US$ (based on a price of US$1.62 per Ordinary Share).

Section 4 – OWNERSHIP OF SECURITIES OF READYMIX The Offeror is the majority shareholder of Readymix owning 8,531,977 Ordinary Shares or 71.1% of the 12,000,000 issued and outstanding Ordinary Shares as at the Offer Date. The remaining 28.9% of the Ordinary Shares are owned by a number of institutional and individual Shareholders including some registered with the TTSEC and TTSE. To the knowledge of the Offeror, after reasonable enquiry, no director or officer of the Offeror or its subsidiaries hold any direct or indirect interest in the Ordinary Shares or directly or indirectly, controls or exercises direction over, or has the right to acquire, any securities of Readymix including the Ordinary Shares. Save and except for the Offeror and Republic Bank Limited who own 71.10% and 12.93% of the Ordinary Shares respectively, no single Shareholder is registered as the owner of 10% or more of the Ordinary Shares. There is no Person acting jointly or in concert with the Offeror in connection with the transactions described in the Offer Circular. Market Purchases The Offeror reserves the right to and may acquire, or cause an affiliate to acquire, beneficial ownership of Ordinary Shares by making purchases through the facilities of the TTSE, subject to applicable Laws, at any time prior to the Expiration Date. In no event will the Offeror make any such purchases of Ordinary Shares until the third (3rd) business day following the date of the Offer. By-law 6(3)(b) of the By-Laws authorises the Offeror at any time during the Offer Period, if the Offeror is willing, to acquire 600,000 Ordinary Shares through the TTSE which is 5% of the outstanding securities of Readymix. If the Offeror purchases Ordinary Shares through the facilities of the TTSE while the Offer is outstanding, the Ordinary Shares so purchased shall be counted in any determination as to whether the Minimum Target Shareholding has been fulfilled. For the purpose of this Section, “Offeror” includes the Offeror and any Person acting jointly or in concert with the Offeror.

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Section 5 – TRADING IN ORDINARY SHARES BY THE OFFEROR AND ANY INSIDER To the knowledge of the directors of the Offeror, neither the Offeror nor any of its affiliates, respective directors or officers have traded in any Ordinary Shares within the last 6 months.

Section 6 – AGREEMENTS RELATING TO THE OFFER The Offeror has not entered into and/or executed any lock-up agreement or similar type agreement with any Person for the sale, assignment and/or transfer of any of the Ordinary Shares to the Offeror including but not limited to pursuant to the terms and conditions contained in this Offer Circular. With the exception of this Offer Circular, to the knowledge of the directors of the Offeror, there is no arrangement, contract or commitment, be it formal or informal, between the Offeror and any Person with respect to the Ordinary Shares.

Section 7 – TERMS AND CONDITIONS OF THE OFFER Offer Price The Offer Price is within the range of the estimated fair market value of the Ordinary Shares based on an independent Valuation performed. See Appendix 4 for further a description of the Valuation undertaken. Reasons to Accept the Offer Shareholders should consider the following factors in making their decision to accept the Offer:

Realisation of Shareholders’ Investment in Readymix. Readymix has not paid a dividend to Shareholders within the last 7 years and there has been a steady fall in the quoted price over the past 5 years from $31.35 to $10.80 at present.

Further, there has been very little activity on the TTSE, with a total of 28 trades of 15,028 Ordinary Shares over the past 5 years. This has further deteriorated with only 13 trades totaling 11,429 Ordinary Shares having been performed within the last year.

The above highlights the limited liquidity of Ordinary Shares at the moment, and so the Offer provides the Shareholders with an avenue to realise their investment in Readymix.

Fully Financed Cash Offer. The form of consideration offered by the Offeror is cash, and the Offeror has committed funding for its Offer. The Offer provides Shareholders with certainty of value and liquidity for the Ordinary Shares which have historically low trading volumes.

Valuation. The Offer Price per Ordinary Share is within the range of the estimated fair market value of the Ordinary Shares based on an independent Valuation performed as at 22 March 2017 in the manner, approach and scope provided in Appendix 4.

Low Execution Risk. The Offer contains conditions that are in line with market practice. The Offeror is confident that no material or regulatory issues are likely to arise in relation to the Offer and that it will receive the required regulatory clearances.

Low Prospect of Alternative Offers. Given that the Offeror already owns a majority stake of 71.1% of the Ordinary Shares, the Offeror believes that the prospect of any competing offer being made for the remaining Ordinary Shares by a third party is low.

The foregoing list of factors is not intended to be exhaustive. Shareholders should consider the Offer carefully upon receiving such professional advice as they deem necessary and come to their own conclusions as to whether to accept or reject the Offer. Shareholders, who are in doubt as to how to respond should consult with their own

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investment dealer, stockbroker, bank manager, trust company manager, lawyer or other professional advisor. Shareholders are advised that acceptance of the Offer may have tax consequences and they should consult their own professional tax advisors. Conditions of the Offer This Offer is subject to the terms and conditions as outlined below and throughout this Offer Circular: 1. The Offer shall be effective from 27th March, 2017 up until the Expiration Date unless the Offer is withdrawn

or extended by the Offeror in accordance with the terms provided in this Offer Circular. However, the Offeror reserves the right, at any time on or before the Expiration Date, to extend the Expiration Date at its sole discretion but not to exceed more than thirty (30) days from the Expiration Date.

2. The total number of Ordinary Shares that are deposited on the Expiration Date, is not less than the Minimum

Target Shareholding representing at least 18.9% of the Ordinary Shares PROVIDED ALWAYS that notwithstanding any provision contained in this Offer Circular, the Offeror shall not be obligated to accept, purchase, assign or transfer any Ordinary Shares deposited by any Shareholders pursuant to the Offer and this Offer Circular in the event that the Minimum Target Shareholding is not deposited at the Expiration Date.

3. The TTSE treating all transfers of Ordinary Shares made under this Offer in accordance with the rules of the

TTSE and the TTCD so as to exempt or minimize the Offeror and Shareholders from any stamp duties. 4. The Ordinary Shares are to be acquired free from all liens, charges and encumbrances with all rights attached

to ownership inclusive of voting, receipt of dividends (declared and paid) and any capital distributions as at the Expiration Date.

5. No Government Entity moved to prevent the Offer or acquisition of the Ordinary Shares from occurring by

way of:

Deeming the transfer of the Ordinary Shares of the Shareholders pursuant to this Offer Circular to be illegal.

Causing any undue delay in effecting the transfer of ownership of the Ordinary Shares from the Shareholders to the Offeror.

Requiring the divestment of Readymix or any portion of its business.

Any injunction by a court or other tribunal, or any Laws being adopted or in effect, in each case that prohibits or makes illegal the consummation of the Offer.

Imposing any limitations on the ability of the Offeror to hold or effectively exercise right of ownership of the Ordinary Shares.

6. There is no material change in Readymix that would have an adverse effect on the business condition,

financial, trading position and conditions, assets and operations of the company, or would prevent or materially impair the ability of the Offeror to consummate the transactions contemplated in the Offer.

The Offeror reserves the right to waive any of the terms and conditions listed above and contained within this Offer Circular, in whole or in part, to the extent permitted by law. The Offeror’s interpretation of the terms and conditions as laid out in this Offer Circular and associated documentation will be final and binding. The purpose of the Offer is to enable the Offeror to acquire all of the Ordinary Shares not already held by the Offeror. If the conditions of the Offer are satisfied, the Offeror intends to acquire any Ordinary Shares not deposited under the Offer by Compulsory Acquisition (as defined in Section 15 of this Offer Circular) for the Offer

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Price per Ordinary Share. The exact timing and details of any such transaction will depend upon a number of factors, including the number of Ordinary Shares acquired by the Offeror pursuant to the Offer. Although the Offeror currently intends to proceed by way of a Compulsory Acquisition generally on the terms described herein, it is possible that, as a result of delays in the Offeror’s ability to effect such a transaction, information subsequently obtained by the Offeror, changes in general economic or market conditions or in the business of Readymix, or other currently unforeseen circumstances, such a transaction may not be proposed, may be delayed or abandoned or may be proposed on different terms. Accordingly, the Offeror reserves the right not to proceed by way of a Compulsory Acquisition on terms other than as described herein. If permitted by applicable Laws, subsequent to the completion of the Offer and any Compulsory Acquisition, the Offeror intends to de-list the Ordinary Shares from the TTSE and to cause Readymix to cease to be a “reporting issuer” for purposes of relevant securities Laws in Trinidad and Tobago. The effect of these actions will be that Readymix will no longer be required to file publicly, or provide to security holders or others with, financial information or timely disclosure with respect to its business and affairs and that the liquidity and market value of any remaining Ordinary Shares held by the public may be adversely affected.

Section 8 – ACCEPTANCE OF OFFER AND PAYMENT FOR DEPOSITED ORDINARY SHARES Acceptance of Offer Procedure for Accepting the Offer (a) Copies of the Form of Acceptance and the Share Transfer Form may be obtained from the Broker at the

following locations:

(i) First Citizens Brokerage and Advisory Services Limited 17 Wainwright Street St. Clair Port of Spain, Trinidad Tel: (868) 622-2347 Extension – 5976 Email: brokerage@firstcitizenstt.com

(ii) First Citizens Investment Services Limited

Lady Hailes Avenue San Fernando Tel: (868) 657-2662 Extension – 6207/6208 (b) To accept the Offer a Shareholder should complete and sign either:

(i) the Form of Acceptance, where his/her or its Ordinary Shares are de-materialized; or

(ii) the Form of Acceptance and the Share Transfer Form, where his/her or its Ordinary Shares are in certificate form.

(c) The Form of Acceptance should be completed in accordance with the instructions printed thereon. A

Shareholder should send or take these Form of Acceptance together with the relevant share certificate(s) (where applicable), to the Broker as soon as possible but in any event on or before the Expiration Date.

(d) For guidance only, attached in Appendix 5 to this Offer Circular is a Specimen Form of the Acceptance

and Share Transfer Form. If there is any difficulty completing these forms please consult your stockbroker, accountant, bank manager, attorney, or other professional financial advisor for assistance.

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(e) If for any reason, your share certificate(s) is/are not available, you should nevertheless submit the relevant Form(s) of Acceptance and, where applicable, the signed Share Transfer Form to the Broker and arrange for the share certificate(s) and/or other documents of title to be submitted as soon as possible.

(f) In respect of Ordinary Shares which have not been de-materialized, Readymix may, in its discretion,

treat any Form of Acceptance duly executed as a valid acceptance even if not accompanied by the share certificate(s). However, the consideration payable under the terms of the Offer will not be paid until all relevant documents or satisfactory indemnities in lieu thereof are received. No acknowledgment of acceptances will be issued.

N.B. It is recommended that all documents be submitted in person to the Broker, whereby a receipt will be

provided. If the Offeree opts to mail the documents, it is recommended that registered mail be used with an acknowledgement of receipt.

Settlement and Payment for deposited Ordinary Shares Provided that the Form(s) of Acceptance, the share certificate(s) (where applicable) and/or other document(s) of title and the signed Share Transfer Form (where applicable) are in order, and all other legal requirements are met, including any Anti-Money Laundering and Combating the Financing of Terrorism requirements, the Offeror will:

(i) declare the Offer unconditional;

(ii) take up the Ordinary Shares tendered and accepted; and

(ii) pay the consideration for the Ordinary Shares to you (or as you may direct in writing): within ten (10) days of the Expiration Date: Once the Offeror has taken up the Ordinary Shares tendered and accepted, the consideration for the Ordinary Shares will be paid to you (or as may direct in writing) within three (3) business days of the Ordinary Shares being taken up. Any Shareholder has the right to choose to receive their consideration for his/her or its Ordinary Shares either by cheque or direct electronic transfer through the automated clearing house (ACH) system. If a Shareholder elects to receive his consideration by cheque, the cheques for payment may be sent by post to the registered address of the person entitled to receive the same (at the risk of such person) or collected directly from TTCD in accordance with the directions given by the relevant Shareholder in the Form of Acceptance and on presenting two forms of official identification. If a Shareholder elects to receive his consideration by direct electronic transfer, he should supply with the Form of Acceptance and particulars of his banking information in Trinidad and Tobago together with two forms of official identification. The costs of such transfers will be for the account of the Shareholder. The Offeror has made adequate arrangements to ensure that the required funds are available to effect payment in full for all Ordinary Shares tendered as a result of the Offer as provided under this Offer Circular. To receive payment in respect of Ordinary Shares tendered pursuant to the Offer, all Shareholders must hold a brokerage account and an account with the TTCD. In the event that you do not have such accounts, the Broker can assist with the opening of such account. Forms for opening an account with the TTCD and the required documents will be made available at the Broker’s branches in Port of Spain and San Fernando at the address provided above in this Section 8. The Offeror reserves the right to treat any Form of Acceptance duly executed as valid acceptance even if not accompanied by a properly executed Transfer Form. The Offeror also reserves the right to reject any deposits which it deems not to be in compliance with the Form of Acceptance. Neither the Offeror nor the Broker is required

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to give notice of any defects on documents delivered. The consideration as outlined in this Offer Circular will not be paid until all required documents have been properly executed and delivered. The Offeror’s obligation to purchase the Ordinary Shares not already owned by the Offeror is not subject to any external financing arrangement. Shareholders who deposited their Ordinary Shares will not be obligated to pay any brokerage fee or commission if they accept the Offer by depositing their Ordinary Shares directly with or through the Broker or any agent appointed as its depositary. However, a broker or other nominee through whom a Shareholder owns Ordinary Shares may charge a fee to deposit Ordinary Shares on behalf of the Shareholder. Shareholders should consult their brokers or other nominees to determine whether any charges will apply.

Section 9 – WITHDRAWAL AND AMENDMENT Withdrawal of Offer The Offeror reserves the right to withdraw this Offer or elect not to take up or accept for payment or pay for all or any of the Ordinary Shares. Should the Offeror choose to exercise this right, written notice will be provided to the Broker and those affected Shareholders within seven (7) days of the Expiration Date in the manner provided hereunder. The Offeror will not be liable for loss, damage or other expense which the Offeree may directly or indirectly suffer as a result of any withdrawal by the Offeror in the manner provided in the foregoing. Any waiver of a condition or the withdrawal of the Offer shall be effective upon written notice or other communication confirmed in writing by the Offeror to that effect to the Broker at its principal office in Port of Spain, Trinidad. Forthwith after giving any such notice, the Offeror will make a public announcement of such waiver or withdrawal, will cause the Broker, if required by Laws, as soon as practicable thereafter to notify Shareholders in the manner set forth in Appendix 6, and will provide a copy of the aforementioned public announcement to the TTSE and TTSEC. If the Offer is withdrawn, the Offeror shall not be obligated to take up or pay for any Ordinary Shares deposited under the Offer, and the Broker will promptly cause the return of all certificates representing deposited Ordinary Shares and related documents to the parties by whom they were deposited at the Offeror’s expense. Withdrawal of Deposited Ordinary Shares Any Ordinary Shares deposited in acceptance of this Offer but accepted and not paid for by the Offeror can be withdrawn (i) at any time either before the Expiration Date or fifteen (15) days from the date of a notice of change or variation made under this Offer Circular or the By-Laws and (ii) within forty-five (45) days from the Expiration Date (“Withdrawal Date”) by or on behalf of a Shareholder if the Ordinary Shares have not been taken up by the Offeror. Withdrawal of any Ordinary Shares deposited pursuant to the Offer must be effected by notice of withdrawal made by or on behalf of the depositing Shareholder and must be actually received by the Broker at the place of deposit within the time limits indicated above. The notice of withdrawal must (i) be made by a method that provides the Broker with a written or printed copy (ii) be signed by or on behalf of the Person who signed the Form of Acceptance accompanying or with respect to the Ordinary Shares which are to be withdrawn (iii) specify such Person’s name, the number of Ordinary Shares to be withdrawn and the name of the registered holder and (iv) be actually received by the Broker at the place of deposit of the applicable Ordinary Shares. The withdrawal will take effect upon actual receipt by the Broker of the properly completed and signed written notice of withdrawal. All queries as to the validity (including timely receipt) and form of notices of withdrawal shall be determined by the Offeror and such determination shall be final and binding. There will be no obligation on the Offeror or any other Person to give any notice of any defects or irregularities in any withdrawal and no liability will be incurred by any of them for failure to give such notice.

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If the Offeror is delayed in taking up or paying for Ordinary Shares or is unable to take up or pay for the Ordinary Shares, within the time herein stated, then, without prejudice to a Shareholder’s other rights, the Ordinary Shares deposited under the Offer may be retained by the Broker on behalf of the Offeror and such Ordinary Shares may not be withdrawn except to the extent that the depositing Shareholder is entitled to withdrawal rights as set forth in this Section or pursuant to applicable Laws. In any event, the Ordinary Shares will be taken up and paid for within the time frame provided by this Offer Circular. Any Ordinary Shares withdrawn will be deemed to be not validly deposited for the purposes of the Offer, but may be re-deposited subsequently at or prior to the Expiration Date by following the procedures described in this Offer Circular. Amendment of Offer The Offeror has the right to amend or vary this Offer by written notice to the Shareholders outlining the revised terms in accordance with the terms and conditions of the By-Laws and this Offer Circular. This written notice will also include any information relating to an extension of the Expiration Date as deemed necessary by the Offeror in accordance with the terms and conditions of the By-Laws. The Offer will be open for acceptance until the Expiration Date, unless the Offer is extended or withdrawn by the Offeror. The Offeror expressly reserves the right, in its sole discretion, at any time and from time to time during the Offer Period or at any other time if permitted by Laws, to extend the Offer Period or, to vary the Offer by giving written notice, or other communication confirmed in writing, of such extension or variation to the Broker at its principal office in Port of Spain, Trinidad, and by causing the Broker as soon as practicable thereafter to communicate such notice to all Shareholders whose Ordinary Shares have not been taken up prior to the extension or variation in the manner set forth herein. The Offeror will as soon as practicable after giving notice of an extension or variation to the Broker make a public announcement of the extension or variation. Any notice of extension or variation will be deemed to have been given and to be effective at the time on the day on which it is delivered or otherwise communicated to the Broker at its principal office in Port of Spain, Trinidad. Notwithstanding the foregoing, the Offer may not be extended by the Offeror if all of the terms and conditions of the Offer, except those waived by the Offeror, have been fulfilled or complied with, unless the Offeror first takes up all Ordinary Shares validly deposited under the Offer and not withdrawn. Where the terms of the Offer are varied (other than a variation consisting solely of a waiver of condition of the Offer), the Offer Period will not end before 15 calendar days after the notice of such variation has been given to Shareholders, unless otherwise permitted by applicable Laws and subject to abridgement or elimination of that period pursuant to such orders as may be granted by applicable securities regulatory authorities. If at any time before the Expiration Date, or at any time after the Expiration Date but before the expiry of all rights of withdrawal with respect to the Offer, a change occurs in the information contained in the Offer Circular, as amended from time to time, that would reasonably be expected to affect the decision of a Shareholder to accept or reject the Offer (other than a change that is not within the control of the Offeror or an affiliate of the Offeror), the Offeror will give written notice of such change to the Broker at its principal office in Port of Spain, Trinidad, and will cause the Broker to provide as soon as practicable thereafter a copy of such notice in the manner set forth in Appendix 6, to all the Shareholders whose Ordinary Shares have not been taken up pursuant to the Offer at the date of the occurrence of the change. The Offeror will as soon as practicable after giving notice of a change in information to the Broker make a public announcement of the change in information. Any notice of change in information will be deemed to have been given and to be effective on the day on which it is delivered or otherwise communicated to the Broker at its principal office in Port of Spain, Trinidad. During any such extension or in the event of any such variation or change in information, all Ordinary Shares deposited and not taken up or withdrawn will remain subject to the Offer and may be taken up by the Offeror in accordance with the terms of the Offer, subject to any right of withdrawal of deposited Ordinary Shares provided hereunder and in accordance with applicable Laws. An extension of the Offer Period, a variation of the Offer or a change to information does not constitute a waiver by the Offeror of its rights under Section 7 in particular the conditions of the Offer.

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If the consideration being offered for the Ordinary Shares under the Offer is increased, the increased consideration will be paid to all depositing Shareholders whose Ordinary Shares are taken up under the Offer without regard to when such Ordinary Shares are taken up by the Offeror.

Section 10 – ARRANGEMENTS TO PAY FOR DEPOSITED SHARES - SOURCE OF FUNDS The Offeror intends to finance the acquisition of any Ordinary Shares pursuant to the Offer from its existing cash contained in its various bank accounts. Cash shall be the only consideration that will be paid to Shareholders in connection with the Offer. With the availability of existing cash resources, the Offeror will have sufficient funds to fund or arrange for funding of the Offeror with the total amount required to purchase the Ordinary Shares under the Offer. The Offeror reasonably believes the possibility to be remote that, if the conditions of the Offer are satisfied or waived by the Offeror, the Offeror will be unable to pay for the Ordinary Shares deposited under the Offer due to the unavailability of existing cash resources. Consequently, there are no alternative financing plans or arrangements.

Section 11 – EFFECT OF THE OFFER ON THE MARKET AND LISTING OF ORDINARY SHARES The Ordinary Shares are traded exclusively in Trinidad and Tobago on the TTSE. Having regard to the history of trading of the Ordinary Shares, particularly as evidenced in Appendix 3, the purchase of Ordinary Shares by the Offeror pursuant to the Offer will reduce the number of Ordinary Shares that might otherwise trade publicly and will reduce the number of Shareholders and, depending on the number of Ordinary Shares acquired by the Offeror, could materially adversely affect the liquidity and market value of the remaining Ordinary Shares held by the public. The rules and regulations of the TTSE establish certain criteria which, if not met, could, upon successful completion of the Offer, lead to the de-listing of the Ordinary Shares from the TTSE. Among such criteria, Readymix is required to maintain a minimum number of 100 shareholders in order to ordinarily maintain its listing on the TTSE for Readymix and ensure that at least 25% of its issued and outstanding securities is in the hands of the public, that is, persons who are not associated or connected as senior officers of Readymix and the holders of the ten (10) largest blocks of securities. Depending on the number of Ordinary Shares purchased under the Offer, it is possible that the Ordinary Shares would fail to meet the criteria for continued listing on the TTSE. The Offeror intends to apply to de-list the Ordinary Shares from the TTSE and de-register Readymix with the TTSEC.

Section 12 – DIRECTORS OF THE OFFEROR AND READYMIX The Directors of Readymix and the respective dates of appointment are as follows: 1. Nigel Edwards - 22 May 2015 (Chairman: from 19 October 2015) 2. Wayne Yip Choy - 22 May 2015 3. Jinda Maharaj - 01 Oct 2015 4. Jose Luis Seijo Gonzalez - 22 May 2015 5. Luis Ali Moya - 15 Apr 2016 6. Glenn Hamel Smith - 22 May 2015 Messrs. Nigel Edwards and Jose Luis Seijo Gonzalez are also directors on the board of the Offeror. Mr. Edwards has been a director of the Offeror from August 19, 2014 to present, and Mr. Seijo Gonzalez has been a director of the Offeror from May 20, 2016 to present. Mr. Seijo Gonzalez is also an officer of the Offeror. He functioned as the Group Chief Executive Officer from May 04, 2015 until being made Managing Director on May 20, 2016. Messrs. Jinda Maharaj and Luis Ali Moya are also senior officers of the Offeror. Mr. Maharaj is the General Manager and Mr. Ali Moya is the Group Finance Manager of the Offeror.

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Mr. Glenn Hamel Smith served as a director on the board of the Offeror during the period August 19, 2014 to July 20, 2015, and currently provides legal services to the Offeror through the firm M. Hamel-Smith & Co.

Section 13 – MATERIAL CHANGES IN OPERATIONS To the knowledge of the directors of the Offeror, as at the date of this Offer Circular, there is no information that would indicate a material change in the financial position and affairs of Readymix since the last published audited financial statements as at 31 December 2016, dated 25 February 2017, except as described herein. The Offeror has no plans to make any significant changes to the nature of operations of Readymix inclusive of liquidation or disposal of a significant part of the business. In the event that the Offeror acquires the Minimum Target Shareholding, the Offeror intends to procure Readymix to apply to the TTSE and TTSEC to have Readymix de-listed from the TTSE and de-registered as a reporting issuer with the TTSEC. Other than pursuant to the Offer, there are no commitments to acquire the Ordinary Shares by the Offeror or, to the knowledge of the Offeror and its respective directors and senior officers after reasonable enquiry, by: (a) any of the directors and senior officers of the Offeror; (b) any of their respective associates; (c) any Person who beneficially owns (directly or indirectly) more than 10% of any class of the Ordinary Shares; or (d) any Person acting jointly or in concert with the Offeror.

Section 14 – VALUATION The methodology, approach and scope of the Valuation are contained in Appendix 4 hereto annexed.

Section 15 – RIGHTS OF APPRAISAL AND ACQUISITION - ACQUISITION OF ORDINARY SHARES NOT DEPOSITED It is the Offeror’s current intention that if it takes up and pays for Ordinary Shares deposited under the Offer, it will enter into one or more transactions to enable the Offeror or an affiliate of the Offeror to acquire all Ordinary Shares not acquired pursuant to the Offer either by Compulsory Acquisition (as defined hereafter) or Compelled Acquisition (as defined hereafter). There is no assurance that any such transaction will be completed. Compulsory Acquisition If, within 120 calendar days after the date of the Offer, the Offer is accepted by Shareholders allowing the Offeror to hold not less than 90% of the Ordinary Shares and the Offeror acquires any deposited Ordinary Shares relative to such acceptance, then the Offeror has a right and may trigger in its sole discretion an acquisition of the Ordinary Shares not deposited under the Offer on the same terms of the Offer pursuant to the provisions of section 202 of the Companies Act (a “Compulsory Acquisition”) from each of the Shareholders who did not accept the Offer (in each case, collectively and individually “Dissenting Offeree”). If the Offeror chooses to invoke this right to acquire the Dissenting Offerees’ Ordinary Shares, the Dissenting Offerees are entitled by way of Section 203 of the Companies Act, to demand payment for the fair value of their respective Ordinary Shares in accordance with Section 209 to 212 of the Companies Act. To exercise its statutory right of Compulsory Acquisition, the Offeror must give notice (the “Offeror’s Notice”) to each of the Dissenting Offerees (and each Person who subsequently acquires any such Ordinary Shares) and the TTSEC under the Companies Act of such proposed acquisition on or before the earlier of 60 calendar days following the termination of the Offer and 180 calendar days following the date of the Offer. Within 20 calendar days after having given the Offeror’s Notice, the Offeror must pay or transfer to Readymix the consideration it would have had to pay or transfer to the Dissenting Offerees if they had elected to accept the Offer, to be held in trust for the Dissenting Offerees. Within 20 calendar days after receipt of the Offeror’s Notice, each Dissenting Offeree must send the certificates evidencing the Shares held by such Dissenting Offeree to Readymix and must elect either to transfer such Ordinary Shares to the Offeror on the terms on which the Offeror acquired Ordinary

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Shares under the Offer or within 20 days after receipt of the said notice, demand payment of the fair value of the Ordinary Shares by so notifying the Offeror. If the Dissenting Offeree fails to notify the Offeror within the applicable time period, the Dissenting Offeree will be deemed to have elected to transfer its Shares to the Offeror on the same terms on which the Offeror acquired the Ordinary Shares under the Offer. If a Dissenting Offeree has elected to demand payment of the fair value of its Ordinary Shares, the Offeror may apply to the TTSEC to fix the fair value of the Ordinary Shares of that Dissenting Offeree within 20 days after payment of consideration to that Dissenting Offeree. If the Offeror fails to apply to the TTSEC within 20 calendar days after it made the payment or transferred the consideration to Readymix, the Dissenting Offeree may then apply to the court within a further period of 20 calendar days to have the court fix the fair value. If no such application is made by the Dissenting Offeree or the Offeror within such periods, the Dissenting Offeree will be deemed to have elected to transfer its Ordinary Shares to the Offeror on the same terms on which the Offeror acquired Ordinary Shares from the Shareholders who accepted the Offer. Any judicial determination of the fair value of the Ordinary Shares could be more or less than the amount of the consideration per Ordinary Share paid pursuant to the Offer. The foregoing is only a summary of the statutory right of Compulsory Acquisition that may become available to the Offeror. The summary is not intended to be complete nor is it a substitute for the more detailed information contained in the provisions of sections 201-213 of the Companies Act. Shareholders should refer to such sections of the Companies Act for the full text of the relevant statutory provisions, and those who wish to be better informed about these provisions should consult their legal advisors. The provisions of the aforementioned sections of the Companies Act are complex and require strict adherence to notice and timing provisions, failing which such rights may be lost or altered. Compelled Acquisition In the event that ninety percent (90%) of the Ordinary Shares are acquired by the Offeror, any Dissenting Offeree shall be entitled to require the Offeror to acquire all of its/his or her Ordinary Shares under Section 26 of the By-Laws (a “Compelled Acquisition”). The Offeror shall within thirty (30) days after it becomes aware of any Dissenting Offeree’s entitlement to have its Ordinary Shares purchased by the Offeror, send written notice in accordance with Section 26(3) of the By-Laws (“CA Notice”) to each of such Dissenting Offeree stating that the Dissenting Offeree may within sixty (60) days after the date of such notice require the Offeror to acquire Dissenting Offeree’s Ordinary Shares for the Offer Price. The CA Notice will state the Offer Price, basis of arriving at the Offer Price, location where any supporting material used for arriving at the Offer Price may be examined and extracts taken and in the event that a Dissenting Offeree disagrees with the Offer Price, a Dissenting Offeree’s right to apply to and have the court fix the fair market value of his, her or its Ordinary Shares. Upon receipt of a CA Notice a Dissenting Offeree may either (i) elect to accept the Offer Price and sending his, her or its share certificate relative to his, her or its Ordinary Shares; or (ii) notify the Offeror of his, hers or its wishes to have the fair value of its Ordinary Shares fixed by the court. In the event of the latter, the Offeror shall make an application to the court within ninety (90) days after the date of the notice. If the Offeror fails to send a CA Notice, a Dissenting Offeree after giving the Offeror thirty (30) days’ notice of intention so to do, may apply to the court to have the fair value of his, her or its Ordinary Shares fixed. The foregoing is only a summary of the statutory right of Compelled Acquisition that may become available to a Shareholder. The summary is not intended to be complete nor is it a substitute for the more detailed information contained in the provisions of section 26 of the Take-Over By-Laws. Shareholders should refer to section 26 of the Take-Over By-Laws for the full text of the relevant statutory provisions, and those who wish to be better informed about these provisions should consult their legal advisors. The provisions of section 26 of the Take-Over By-Laws are complex

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and require strict adherence to notice and timing provisions, failing which such rights may be lost or altered. If the Offeror is unable to acquire the Dissenting Offerees’ Ordinary Shares via the compulsory provisions of the Companies Act, the Offeror has the option to enter into a Going Private Transaction. A Going Private Transaction refers to any amalgamation, merger, consolidation or other combination with an affiliated Offeror’s entity. This Going Private Transaction, will entitle all Dissenting Offerees to receive consideration for their Ordinary Shares equal to the amount paid per share under this Offer.

Section 16 – MATERIAL CHANGES AND OTHER INFORMATION Except as disclosed elsewhere in this Offer Circular, the Offeror has no knowledge of any other matter that has not previously been generally disclosed but which would reasonably be expected to affect the decision of the Shareholders to accept or reject the Offer. As a matter of public record, Sierra Trading (“Sierra”) a wholly-owned direct subsidiary of CEMEX Espana, S.A., a company organised and existing under the laws of Spain, which in turn was a 99.98% owned indirect subsidiary of Cemex, S.A.B. de C.V. (“Cemex”) made a formal offer (the “Offer”) to acquire up to 132,616,942 ordinary shares in the Offeror at the initial offer price of TT$4.50 (the “Initial Offer Price”) so as to result in Sierra holding not more than 74.9% of the issued and outstanding ordinary shares in the Offeror pursuant to the terms and conditions contained in an Offer and Take-Over Circular dated 5th day of December, 2016. The Offer was amended on the 9th day of January, 2017 pursuant to By-Law 14(4) of the By-Laws to increase the Initial Offer Price to TT$5.07 with an option for the holders of the said ordinary shares to receive payment in the lawful currency of the United States of America.

Section 17 – DISCLOSURE OF COMMITMENTS TO ACQUIRE READYMIX SHARES With the exception of this Offer Circular, to the knowledge of the directors of the Offeror, there is no arrangement, contract or commitment, be it formal or informal, between the Offeror and any Person with respect to the Ordinary Shares.

Section 18 – RECENT JUDICIAL DEVELOPMENTS With the exception of certain matters listed below, the directors of the Offeror are not aware of any ongoing material legal matters that have arisen, which have not been disclosed in Readymix’s December 2015 Annual Report, and audited financial statements of the same date:

Description of Matter Amount claimed Claim brought against Readymix in October 2015, for breach of contract for the excavation of pitrun. The claimant alleged that in June 2015, Readymix terminated the contract without proper justification, resulting in significant loss and damages. In addition to loss of profits, aggravated and exemplary damages are being claimed.

$76,126,363.50

Industrial Court matter which commenced in September 2016 in relation to the retrenchment of nineteen employees by letter in November 2012, which the former employees claim was conducted in a flawed manner.

$8,000,000

The Offeror understands that Readymix intends to rigorously defend the above matters and will take all steps necessary to reduce any potential liability where possible. The above judicial developments have been taken into consideration in arriving at the Offer Price.

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Section 19 – DIRECTORS’ APPROVAL AND CIRCULAR The contents of the Offer and this Offer Circular have been approved and the sending thereof to the Shareholders has been authorized by the board of directors of the Offeror. The board of directors of Readymix has been asked to issue a Director’s Circular to all Shareholders with respect to the Offer. The said Directors’ Circular is to be addressed to the Shareholders and provided within 21 days after the date of this Offer but no later than 7 days before the Expiration Date. The Directors’ Circular will include:

A recommendation to either accept or reject this Offer, and the reasons for their recommendation; or

A statement that they are unable to or will not make a recommendation, and the reasons for not making a recommendation.

Section 20 – SOLICITATIONS The Broker has been retained by the Offeror to make solicitations with respect to the Offer. The Broker fee is based on the value of the total shares accepted under the Offer. This is estimated to be within the range of 0.5% to 0.8% plus all actual disbursements incurred in performing the services under this Offer Circular including any fees chargeable by TTCD, TTSEC, TTSE and any other regulatory entity for their services rendered in the transaction contemplated under this Offer Circular, legal and other professional fees, postage, value added taxes applicable on any such fees.

Section 21 – INSIDER BID The Offer is an “insider bid” within the meaning of the Laws of Trinidad and Tobago including the By-Laws by virtue of the Offeror being a substantial shareholder (as defined under the Companies Act and Securities Act) owning more than 10% of the Ordinary Shares and the Offeror and Readymix having common persons on their respective boards of directors as provided in Section 12 of this Offer Circular. The Securities Act and the By-Laws and applicable regulatory regime requires that a formal valuation of the Ordinary Shares be prepared by an independent valuator, filed with the TTSEC and summarized in this Offer Circular. The Valuation was prepared pursuant to the Securities Act and By-Laws and was used as, and formed the basis of, this Offer. Other than the Valuation, the By-Laws also require that every “prior valuation” (as defined in the By-Laws) made in the 24 months preceding the date of the Offer, that is known to the Offeror or its directors and senior officers, be disclosed in this Circular and the circumstances under which it was made. Within the last 24 months two (2) valuations of Readymix were commissioned by the Offeror. The first valuation (“Initial Valuation”) was conducted by PwC as at November, 2016 which indicated a valuation of the minority interest in Readymix to be within the range of $10.42 to $11.25 per share. Other than the Initial Valuation and the Valuation, no other valuation was made in the 24 months preceding the date of the Offer and is known, after reasonable enquiry, to the Offeror or its directors and officers to have been made with respect to Readymix. Section 22 – MISREPRESENTATION Securities legislation in Trinidad and Tobago provides the security holders of the offeree issuer with, in addition to any other rights they may have at law, rights of rescission or to damages, or both, if there is a misrepresentation in a circular or notice that is required to be delivered to such security holders. However, such rights shall be exercised within the prescribed time limits. Security holders should refer to the applicable provisions of the Trinidad and Tobago securities legislation for particulars of those rights or consult with a lawyer.

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ACCEPTANCES SHOULD BE RECEIVED BY THE EXPIRATION DATE, at the offices of the Broker at #17 Wainwright Street, St. Clair, Port of Spain, Trinidad or its branch in San Fernando at First Citizens Investment Services Limited, Lady Hailes Avenue, San Fernando. Dated the 27th March, 2017. Signed for and on behalf of Trinidad Cement Limited

Name: Arun K. Goyal Title: Director

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CONSENT OF PRICEWATERHOUSECOOPERS ADVISORY SERVICES LTD.

ATTACHED HERETO AS EXHIBIT “A”

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Appendices Appendix 1 – ADDITIONAL TERMS OF THE OFFER Announcements In this Offer Circular, reference to making an announcement include the release of an announcement by advertising in the press. An announcement made otherwise than to the TTSEC shall be notified simultaneously to the TTSEC. In computing the number of Ordinary Shares represented by acceptances, there may, at the discretion of the Offeror, be included or excluded, for announcement purposes, acceptances not in all respects in complete order including acceptances not accompanied by the relevant documents of title or which are subject to verification. The Offeror will announce (and simultaneously inform the TTSEC) within 7 days after the Expiration Date, whether it is proceeding with the Offer or whether there is an unfilled condition which is being invoked in order to withdraw the Offer and return the deposited Ordinary Shares, where applicable. The Offeror shall state the total number of Ordinary Shares (including the percentage of total issued Ordinary Shares represented by these figures):

for which acceptances of the Offer have been received; and

which have agreed to be acquired by the Offeror during the Offer Period. Any decision to extend the Expiration Date by which the conditions as to acceptance set out above have to be fulfilled may be made at any time up to, and will be announced not later than 9:30 a.m. on the relevant day and the announcement will state the next Expiration Date.

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Appendix 2 – INFORMATION ABOUT TCL GROUP

The Offeror was incorporated in Trinidad in 1951 and commenced operations in 1954. The registered office of theOfferor is located at Southern Main Road, Claxton Bay Trinidad. The TCL Group consists of eight (8) mainoperating companies in Trinidad and Tobago, Barbados, Jamaica, Anguilla and Guyana, which are involved in theproduction, marketing and packaging of various grades of cement and concrete as well as ancillary products andother accessory products used in the construction industry.

The Offeror is a publicly listed company which is traded on the Trinidad & Tobago Stock Exchange. The TCLGroup is the largest of its kind in the Caribbean with a total consolidated revenue of $2.1 billion and a total assetbase of $3.0 billion (as per the audited financial statements as at 31 December 2015).

The single largest shareholder of the Offeror is Cemex, SA de CV, via its indirect subsidiary - Sierra Trading. OnDecember 05, 2016 Sierra Trading issued an Offer and Take-Over Bid, which closed on February 07, 2017. TheTake-Over Bid resulted in Sierra Trading increasing its shareholding from 39.5% to approximately 69.83%(subject to final verification by the TTCD) of the issued and outstanding shares of Trinidad Cement Limited.

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Appendix 3 – READYMIX TRADING ACTIVITY WITHIN THE LAST 6 MONTHS The following is a summary of the volume and prices for Ordinary Shares traded on the TTSE of the last 6 months preceding this Offer:

Maximum quoted price: $11.00 Minimum quoted price: $10.80 Total volume traded: 10,709 shares Following the Offer, once the necessary shareholding has been acquired, the directors of the Offeror plan to apply to the TTSE for Readymix to be de-listed and to the TTSEC to be de-registered as a reporting issuer.

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Appendix 4 – VALUATION SCOPE & APPROACH The Offeror engaged PwC to provide an independent opinion of the possible range of values applicable to the minority shareholding in Readymix as at March, 2017. PwC has broad experience in completing assignments involving the valuation of all types of entities and business interests for various purposes, including transactions which are subject to public scrutiny. In relation to this valuation engagement PwC confirms that:

they are not the current auditor of Readymix nor are they an associated or affiliated entity or issue insider of Readymix, and they have no material ownership position in Readymix;

while they have been engaged to perform certain administrative tasks in connection with the Offer, and they have also in the past and may again in the future perform various financial advisory services on matters connected with or separate from the Offer, their fees for the valuation opinion and all other tasks connected with the Offer are not connected to the success of the Offer; and

that, to the best of their knowledge, after all due and reasonable inquiry, PwC has disclosed all material facts, which could reasonably be considered to be relevant to their qualifications and independence for the purposes of their valuation opinion.

The valuation opinion was based on fair market value which is defined as the price which a business interest might reasonably be expected to fetch, in money or money’s worth in an open market sale, between a willing buyer and a willing seller, both of whom are equally well informed about the business and the markets in which it operates and each of whom is deemed to be acting for its self-interest. The scope of work included a high-level analysis of audited financial statements for the financial years ended 31 December 2011 to 31 December 2016; a review of publicly available information about Readymix and the industry; as well as discussions with management. The valuation utilized income based and cost based approaches, specifically:

Capitalized maintainable earnings. Value is estimated based on the earnings expected to be realized into the foreseeable future considering historic and future performance. Maintainable earnings are capitalized at an appropriate capitalization rate to arrive at an estimate of value.

Comparable market multiples. Based on a comparison to other publicly listed, somewhat comparable companies and implied valuation indicators, appropriately adjusted multiples are applied to the comparable metrics of Readymix to arrive at an estimate of value.

Adjusted net asset value. Estimated fair market value is based on the estimated realizable value of assets owned less the amount expected to settle all liabilities as at the valuation date.

In arriving at the valuation conclusion a number of factors were considered including:

The risks inherent to Readymix’s operations and the industry in which it operates.

Historic financial performance of Readymix.

The expected performance of Readymix and the associated risks.

The prospects of the industry in which Readymix operates.

The current distribution of the shares and the relative size of the minority position being valued in comparison to the controlling position enjoyed by the Offeror.

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The ongoing recent material legal matters as described in Section 18 of this Offer Circular.

Where appropriate, a minority discount was applied in arriving at the valuation conclusion. This discount reflects the challenges faced by minority shareholders not being able to conclusively influence the strategic direction of Readymix; payment of dividends; or access to surplus assets.

The overall economic prospects of Trinidad and Tobago.

The recent quoted or listed price of Ordinary Shares on the TTSE.

The current rates of return expected from alternative investment opportunities in general available to investors.

By its very nature, valuation work is not an exact science and the conclusions arrived at will of necessity be subjective and dependent on the exercise of individual judgment. Whilst it can be considered that the fair market value opinion provided by PwC is both reasonable and defensible, based on the information made available to us at the time of preparing the valuation report, others may place a different value on Readymix. Based on the information provided and valuation methods adopted, the fair market value of a minority equity shareholding in Readymix is estimated to be within the range of TT$10.25 to TT$11.13 per share as at the Valuation Date. The actual price achieved in an open market transaction may be higher or lower than our fair market value opinion depending upon the circumstances of the transaction (for example the competitive bidding environment), the nature of the business (for example the purchaser’s perception of potential synergies), the negotiating ability, the motivation of buyers and sellers, etc. Accordingly, the results of the fair market valuation of Readymix may not necessarily be the price at which any agreement may proceed. The final price is something on which all parties themselves have to agree upon. We also emphasise that the Valuation is not the only factor that should be considered by a buyer and seller in determining an agreeable price. The Valuation is based on the information available as at the time of preparing the valuation opinion. Economic conditions, market factors and changes in the performance of the business subsequent to the Valuation’s date may result in the conclusion being outdated and may require updating before any major decisions are taken. Further, PwC reserves the right, but are under no obligation to amend their opinion as necessary as a result of new information, facts or changing conditions after the date of their valuation opinion which would materially affect the value of Readymix. A copy of the Valuation is available for inspection at the offices of the Broker at #17 Wainwright Street, St. Clair, Port of Spain, Trinidad. Any holder of Ordinary Shares of Readymix can obtain a copy of the Valuation including electronic for the price of TT$75.00 plus the cost of postage where applicable.

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Appendix 5 – SPECIMEN FORM OF ACCEPTANCE AND TRANSFER FORM

NOTES REGARDING THE COMPLETION AND LODGING OF FORMS OF ACCEPTANCE

IN RESPECT OF THE OFFER FOR THE READYMIX SHARES

A) If you wish to accept the Offer you must complete and sign the Acceptance Form and the Stock Transfer Form (together the “Forms”) in respect

of ALL of the Readymix Shares for which you accept the Offer.

B) In order to be effective, each Form applicable to your acceptance must, except as mentioned below, be signed personally by the registered holder

or, in the case of a joint holding, by ALL the joint holders of the Readymix Shares. A body corporate must execute each Form in accordance with the

Articles or by-laws or other regulations of the body corporate or in accordance with such other method for the execution of specialty documents as may be

stipulated on the by-laws or other regulations of the body corporate.

C) The Forms are available at First Citizens Brokerage and Advisory Services Limited (the “Broker”) at its offices in Port of Spain at #17 Wainwright

Street, St. Clair, Port of Spain, Trinidad and San Fernando at First Citizens Investment Services Limited, Lady Hailes Avenue, San Fernando from whom

you may collect copies.

In order to avoid delay and inconvenience to yourself, the following points may assist you:

1. If a holder is away from home (e.g. abroad or on holiday)

Send the Forms by the quickest means (e.g. courier) to the holder for execution or, if he has executed a Power of Attorney, have the Forms signed by the Attorney. In the latter case the Power of Attorney should be lodged with the Forms for noting.

2. If you have sold your entire holding

You should at once hand the Forms to the bank, stockbroker or other agents through whom the sale was effected, for transmission to the purchaser.

3. If the sole holder has died

The Forms must be signed by the personal representative(s) of the deceased and lodged with the Broker or Trinidad and Tobago Central Depository (the

“TTCD”), together with a copy of the Grant of Probate, or Letters of Administration.

4. If any of the joint holders has died

The Forms must be signed by all the surviving joint holders and lodged with the Broker and TTCD, accompanied by the Death Certificate in respect of the

deceased holder.

5. If the Stock Certificate(s) are held by your bank or some other agent.

Complete the Forms and, if the Certificate(s) are readily obtainable, deliver the completed Form to your agent for lodging with the Broker, accompanied by the Certificate(s).

If the Certificates are not readily available, send the Forms duly completed to the Broker, together with a note saying, e.g. “Certificate(s) to follow”, and arrange for the Certificate(s) to be forwarded to the Broker, as soon as possible thereafter. (It is helpful for your agent to be informed of the full terms of the

Offer).

6. If one or all of the Certificates have been lost.

Complete the Forms and lodge them with any Certificate(s) available, with the Broker, which will arrange to send you a Letter of Indemnity for completion. When completed, the Letter of Indemnity must be lodged with the Broker, in support of the Form.

7. If your name or other particulars are shown incorrectly on the Stock Certificate e.g.

(a) name on certificate …………………….James Tailor

correct name …………………………...James Taylor

Complete the Forms with the correct name and lodge them accompanied by a letter from your bank, stockbroker, or Attorney at Law confirming that the

person described on the Certificate and the person who signed the Forms are one and the same;

(b) incorrect address

Write the correct address on the Forms;

(c) change of name

If you have changed your name, lodge your Marriage Certificate or the Deed Poll with the Forms for noting.

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N.B. The consideration under the terms of the Offer cannot be paid to you until all the relevant documents have been properly completed and

lodged with the Broker at its office at:

#17 Wainwright Street,

St. Clair,

Port of Spain,

Trinidad Tel: (868) 622-2347 Extension – 5976 Email: brokerage@firstcitizenstt.com

OR

First Citizens Investment Services Limited

Lady Hailes Avenue San Fernando

Tel: (868) 657-2662 Extension – 6207/6208

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TRINIDAD AND TOBAGO

Re: Offer to Purchase by Trinidad Cement Limited (“TCL”)

for all the 3,468,023 issued Ordinary Shares (all or any as the context warrants the “Readymix Shares”) of Readymix (West Indies) Limited (“Readymix”)

for the consideration stated in the prefixed Offer Circular dated 27th March, 2017 (the “Offer Document”).

FORM OF ACCEPTANCE

My/our execution of the Form shall constitute my/our acceptance of the Offer contained in and on the terms of and subject to the conditions of the Offer

Document dated 27th March, 2017 from TCL in respect of the number of Readymix Shares shown in the box below in this Form.

My/our acceptance is irrevocable subject only to my/our rights of withdrawal under the circumstances referred to in the said Offer Document. I/We undertake

to execute such other documents as may be required to give effect to such acceptance. I/We warrant that the security mentioned below is transferred by

me/us free from all liens, changes and encumbrances whatsoever.

Accordingly, I/We hereby agree to sell, assign and transfer to TCL or its nominee all right, title and interest in and to all of the Readymix Shares in respect

of which this Acceptance is given on the terms and subject to the conditions of the Offer and hereby irrevocably constitute and appoint First Citizens Brokerage and Advisory Services Limited with offices in Port of Spain at #17 Wainwright Street, St. Clair, Port of Spain, Trinidad and San Fernando at First

Citizens Investment Services Limited, Lady Hailes Avenue, San Fernando, my/our true and lawful attorneys to:

(a) Deliver the certificate(s) for such Readymix Shares; and

(b) Present such Readymix Shares for transfer on the books of Readymix, subject to the said terms and conditions of the Offer.

Effective when, and if only if the Offer becomes unconditional I/we hereby irrevocably appoint any Director of TCL my/our proxies with full power of

substitution to the full extent of my/our rights with respect to any Readymix Shares tendered hereby. Upon the Offer becoming unconditional all prior proxies given by me/us with respect to the Readymix Shares will be revoked and no subsequent proxies may be given by me/us. This proxy is irrevocable

and in consideration of the acceptance of such Readymix Shares by TCL in accordance with the terms and conditions of the Offer.

TCL or any person authorized by it will, upon the Offer becoming unconditional, be empowered to exercise all my/our voting and other rights with respect

to the said Readymix Shares as it, in its sole discretion, may deem proper in respect of any annual, extraordinary, special, general or adjourned meeting of

the shareholders of Readymix.

For the consideration stated in the Offer Documents to the holders of Readymix Shares,

i.e. ELEVEN DOLLARS in Trinidad and Tobago currency (TT$11.00) or ONE DOLLAR AND SIXTY TWO CENT in United States

of America currency (US$1.62) for each Readymix Share.

Full name of undertaking Readymix (West Indies) Limited

Full description of security Ordinary Shares of Readymix of no par value

Number of READYMIX Shares Words Figures

agreed to be sold to TCL

The Readymix Shares, which are the subject of this acceptance, are registered in the name(s) of:

(1) Holder:------------------------------------------ Full Address:-------------------------------------------

Occupation:------------------------------------

Joint Holder(s) [if any]

(2) Joint Holder:----------------------------------- Full Address:-------------------------------------------

Occupation:------------------------------------

(3) Joint Holder:----------------------------------- Full Address:-------------------------------------------

Occupation:------------------------------------

** You must have a brokerage and TTCD account to received payment in respect of the Ordinary Shares which are the subject of this acceptance.

Accounts can be opened at any of the office in Port of Spain and San Fernando of the Broker and account opening forms together with required

documents are available at the various offices of the Broker.

If the Offer becomes unconditional, I/we request that the consideration for the sale due to me/us:

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(a) be sent by ordinary post at my/our risk to the sole holder or the first named of the joint holders, at the above-mentioned address or to the following

address:

_________________________________________________________________________________________________________________________

(b) be collected by me/us at any of the office of the Trinidad and Tobago Central Depositary (“TTCD”) whose address is at Nicholas Tower, Independence

Square, Port of Spain, Trinidad; or

(c) in the case of a Shareholder holding bank accounts in Trinidad and Tobago, transfer by direct electronic transfer via the automated clearing house (ACH)

system.

If you elect to collect your cheque then you must present two (2) forms of official identification.

If you elect to be paid by direct electronic trandfer then you must provide the following information to the TTCD will respect to who payment is to be made:

Shareholder Name:

Bank Name: Bank Account Number:

Branch:

The name in which the account is held must be the same as the name on the holder of the TTCD Account. If the Offer lapses, the relative share certificate(s)

are to be returned by ordinary post at my/our risk in accordance with the instructions above.

If the Offer lapses, the relative share certificate(s) the Form of Acceptance and the Stock Transfer Form are to be returned by ordinary post at my/our risk in

accordance with the instructions above:

Sign here

(1) Signature/Corporate Seal of Holder ______________________________________

Name of Holder (Type or Print)__________________________________________

Joint Holder(s) (if any)

(2) Signature/Corporate Seal of Joint Holder __________________________________

Name of Joint Holder (Type or Print)______________________________________

(3) Signature/Corporate Seal of Joint Holder ___________________________________

Name of Joint Holder (Type or Print)______________________________________

ORDINARY SHARES

A/C #

TRINIDAD AND TOBAGO CENTRAL DEPOSITORY LTD.10TH FLOOR, NICHOLAS TOWERS63-65 INDEPENDENCE SQUAREPORT OF SPAINTRINIDAD AND TOBAGO

JOHN DOE1 QUEEN STREETPORT OF SPAIN

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Appendix 6 – NOTICES & DELIVERY Without limiting any other lawful means of giving notice, any notice to be given by the Offeror or the Broker pursuant to the Offer will be deemed to have been properly given to registered holders of Ordinary Shares if it is in writing and is mailed by first class mail, postage prepaid, to registered Shareholders at their respective addresses as shown on the share register maintained by or on behalf of Readymix in respect of the Ordinary Shares and will be deemed to have been received on the first business day following the date of mailing. These provisions apply notwithstanding any accidental omission to give notice to any one or more Shareholders and notwithstanding any interruption of mail services in Trinidad and Tobago or in any other jurisdiction following mailing. In the event of any interruption of or delay in mail services in Trinidad and Tobago following mailing, the Offeror intends to make reasonable efforts to disseminate any notice to be given by the Offeror or the Depositary pursuant to the Offer by other means, such as publication. Except as otherwise required or permitted by Law, if post offices in Trinidad and Tobago are not open for the deposit of mail, any notice which the Offeror or the Broker may give or cause to be given under the Offer will be deemed to have been properly given and to have been received by Shareholders if (i) it is given to the TTSE for dissemination through its facilities, (ii) it is published once in the [List national daily newspaper(s)]. This Offer Circular will be mailed to registered holders of Ordinary Shares (and to registered holders of securities exercisable for or convertible into Ordinary Shares) or made in such other manner as is permitted by applicable Governmental Entity, the Offeror will use its reasonable efforts to furnish such documents to brokers, banks and similar Persons whose names, or the names of whose nominees, appear on the security holder lists or, if applicable, who are listed as participants in a clearing agency’s security position listing, for subsequent transmission to beneficial owners of Ordinary Shares (and securities exercisable for or convertible into Ordinary Shares) when such list or listing is received. Wherever the Offer calls for documents to be delivered to the Broker, those documents will not be considered delivered unless and until they have been physically received at any office(s) listed for the Broker in this Offer Circular. Wherever the Offer calls for documents to be delivered to a particular office of the Broker, those documents will not be considered delivered unless and until they have been physically received at the particular office at the address listed for same.