Votorantim Cement North America Inc.

Condensed Consolidated Interim Financial Statements at March 31, 2017 and 2016 and report on review

May 16, 2017 Report on Review of Condensed Consolidated Interim Financial Information To the Directors of Votorantim Cement North America Inc. Introduction We have reviewed the accompanying condensed consolidated interim statement of financial position of Votorantim Cement North America Inc. and its subsidiaries (together the group) as at March 31, 2017 and the related condensed consolidated interim statements of loss and comprehensive loss, changes in shareholders equity and cash flows for the three-month period then ended, and notes, comprising a summary of significant accounting policies and other explanatory notes. Management is responsible for the preparation and presentation of these condensed consolidated interim financial statements in accordance with International Accounting Standard 34, Interim financial reporting, as issued by International Accounting Standards Board. Our responsibility is to express a conclusion on these condensed consolidated interim financial statements based on our review. Scope of review We conducted our review in accordance with International Standard on Review Engagements 2410, Review of interim financial information performed by the independent auditor of the entity. A review of interim financial statements consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion. Conclusion Based on our review, nothing has come to our attention that causes us to believe that the accompanying condensed consolidated interim financial statements is not prepared, in all material respects, in accordance with International Accounting Standard 34, 'Interim financial reporting'. Chartered Professional Accountants, Licensed Public Accountants PricewaterhouseCoopers LLP PwC Tower, 18 York Street, Suite 2600, Toronto Ontario, Canada M5J 0B2 T: +1 416 863 1133, F: +1 416 365 8215 PwC refers to PricewaterhouseCoopers LLP, an Ontario limited liability partnership.

Votorantim Cement North America Inc. Condensed Consolidated Interim Statements of Financial Position March 31, 2017 and December 31, 2016 Assets Current assets Cash and cash equivalents Accounts receivable (note 5) Inventories Income taxes recoverable Prepaid expenses and other current assets $ 47,935 7,379 162,581 6,046 16,214 240,155 Noncurrent assets Property, plant and equipment - net (note 7) Intangible assets - net (note 8) Deferred income tax asset Investments accounted for using the equity method (note 6) Available-for-sale financial assets Other non-current assets 31-Dec-16 $ 160,317 12,156 155,897 14,279 342,649 604,914 695,597 105,258 92,888 4,266 58,290 1,561,213 584,568 702,817 102,330 94,488 4,227 77,447 1,565,877 1,801,368 1,908,526 140,268 6,503 146,771 195,771 6,214 9,270 211,255 493,998 36,382 22,919 41,519 594,818 491,995 35,567 22,827 46,813 597,202 Total liabilities 741,589 808,457 Share capital (note 10) 650,842 673,910 161,024 247,913 408,937 1,059,779 174,151 252,008 426,159 1,100,069 Total assets Liabilities Current liabilities Accounts payable and accrued liabilities Income taxes payable Short term debt and current portion of long term debt (note 9) Noncurrent liabilities Long-term debt (note 9) Post-employment benefit obligations Deferred income tax liability Provisions and other long term liabilities Retained earnings Accumulated other comprehensive income $ 1,801,368 $ 1,908,526 Approved on behalf of the Board: Filiberto Ruiz - CEO John McCarthy - CFO The accompanying notes are an integral part of these condensed consolidated interim financial statements. 2

Condensed Consolidated Interim Statements of Loss and Comprehensive Loss 1/1/2017 to 3/31/2017 1/1/2016 to 3/31/2016 Revenues $ 177,118 $ 146,456 Cost of sales (note 16) 168,447 144,443 Gross Profit 8,671 2,013 Operating expenses Selling (note 16) 6,362 6,483 General and administrative (note 16) 14,852 21,414 Investment income from equity share in joint ventures (note 6) (976) (248) Other operating income (note 13) (1,226) (829) 19,012 26,820 Operating loss before financing expenses (10,341) (24,807) Financing expense - net (note 14) 9,082 3,541 Loss before income tax recovery (19,423) (28,348) Provision for income tax recovery Current (2,065) (3,405) Deferred (3,772) (6,655) (5,837) (10,060) Net loss for the period $ (13,586) $ (18,288) Other comprehensive loss: Items that may be subsequently reclassified to profit or loss Accumulated foreign currency translation adjustment (7,729) (63,013) Unrealized gain (loss) on net investment hedge, net ot tax 3,634 (3,586) (4,095) (66,599) Other comprehensive loss for the period (4,095) (66,599) Total comprehensive loss for the period $ (17,681) $ (84,887) The accompanying notes are an integral part of these condensed consolidated interim financial statements. 3

Condensed Consolidated Interim Statements of Changes in Shareholders Equity Share capital Retained earnings Accumulated other comprehensive income Total equity Balance - December 31, 2015 $ 1,220,532 $ 66,771 $ 292,721 $ 1,580,024 Net loss for the period - (18,288) - (18,288) Other comprehensive loss (net of tax) - - (66,599) (66,599) Comprehensive loss for the period - (18,288) (66,599) (84,886) Foreign currency translation 78,272 9,272-87,545 Balance - March 31, 2016 1,298,804 57,756 226,122 1,582,682 Net income for the period - 130,820-130,820 Other comprehensive income (net of tax) - - 19,885 19,885 Comprehensive income for the period - 130,820 19,885 150,704 Return of capital (598,975) - - (598,975) Foreign currency translation (25,919) (8,423) - (34,343) Transfer of remeasurements of post employment pension benefit obligations - (6,001) 6,001 - Balance - December 31, 2016 673,910 174,151 252,008 1,100,069 Net loss for the period - (13,586) - (13,586) Other comprehensive loss (net of tax) - - (4,095) (4,095) Comprehensive loss for the period - (13,586) (4,095) (17,681) Return of capital (30,000) - - (30,000) Foreign currency translation 6,932 459-7,391 Balance -March 31, 2017 $ 650,842 $ 161,024 $ 247,913 $ 1,059,779 The accompanying notes are an integral part of these condensed consolidated interim financial statements. 4

Condensed Consolidated Interim Statements of Cash Flows 1/1/2017 to 3/31/2017 1/1/2016 to 3/31/2016 Cash flow from operating activities Net loss for the period $ (13,586) $ (18,288) Add (deduct) items not affecting cash Amortization and depreciation (notes 7 & 8) 17,762 17,413 Amortization of financing costs 680 206 Securitization guarantee (1,524) - Unrealized foreign exchange losses (note 14) 1,565 1,745 Gain on disposal of property, plant and equipment (note 13) (975) (78) Investment income from equity share in the results of investees (976) (248) Income tax provision (5,837) (10,060) Net interest costs 8,361 1,590 5,470 (7,720) Changes in working capital Accounts receivable 16,218 93,871 Inventories (6,050) (14,137) Prepaid expenses and other current assets (1,875) (141) Accounts payable and accrued liabilities (56,175) (36,171) (47,882) 43,422 Changes in other non current assets and liabilities Post-employment benefit obligations 628 518 Due from related parties non current 986 - Other 1,800 4,392 3,414 4,910 Cash from operating activities Income taxes paid (9,543) (13,311) Net cash (used in) provided by operating activities (48,541) 27,301 Cash flow from investing activities Additions to property, plant and equipment and intangible assets (notes 7 & 8) (29,190) (17,823) Proceeds on disposal of property, plant and equipment 2,012 170 Dividends recevied from joint ventures 2,646 - Additions of investments - (6,226) Net cash used in investing activities (24,532) (23,879) Cash flow from financing activities Return of share capital (notes 10 & 15) (30,000) - Interest paid (9,664) (472) Issue of indebtedness, net of financing costs - (30,000) Net cash used in financing activities (39,664) (30,472) Effect of exchange rate changes on cash and cash equivalents $ 355 $ 1,956 Net (decrease) increase in cash and cash equivalents during the period (112,382) (25,094) Cash and cash equivalents - beginning of period 160,317 136,324 Cash and cash equivalents - end of period $ 47,935 $ 111,230 The accompanying notes are an integral part of these condensed consolidated interim financial statements. 5

1 General Information Votorantim Cement North America Inc. (VCNA) (or the Company ) was incorporated on June 28, 2006, and is a wholly owned subsidiary of Votorantim Cimentos EAA Inversiones S.L. ( VCEAA, merged with Votorantim Cimentos International (Spain) SE in 2015) and is an indirectly controlled company of Votorantim Cimentos S.A. ( VCSA or Parent ). VCSA (headquartered in the city and State of São Paulo), Brazil is directly controlled by Votorantim S.A., a privately held company fully controlled by the Ermírio de Moraes family. The primary activity of VCNA and its subsidiaries (together the Group ) is the manufacturing and distribution of cement and construction related materials. The Company has facilities in Canada and the United States. The address of its registered office is 55 Industrial St, Toronto, ON, Canada. These condensed consolidated interim financial statements for the three months ended March 31, 2017 were approved by the Board of Directors of the Company on May 16, 2017. The financial statements have been reviewed, not audited. 2 Basis of preparation These condensed consolidated interim financial statements have been prepared in accordance with International Financial Reporting Standards ( IFRS ) as issued by the International Accounting Standards Board ( IASB ) applicable to the preparation of interim financial statements including International Accounting Standard IAS 34 Interim Financial Reporting. These condensed consolidated interim financial statements do not contain all of the explanatory notes and disclosures required by the accounting standards applicable to the annual financial statements, since its purpose is to provide an update on the significant activities, events and circumstances compared to the annual financial statements. Accordingly, this report should be read in conjunction with the annual consolidated financial statements for the year ended December 31, 2016, approved by the board of Directors of the Company on March 6, 2017. These condensed consolidated interim financial statements have been prepared in a manner consistent with the accounting policies disclosed in Note 2 to the consolidated financial statement for the year ended December 31, 2016. Cement, ready-mix concrete and aggregate product shipments are highly seasonal in Ontario and the Great Lakes Region because of the general slowdown of construction activity in the winter months and the difficulty of pouring concrete in cold weather during the first and fourth quarters. In contrast, during the summer season the activity increases in the second and third quarters. Due to the seasonal nature of the business, the financial results for the first three months ended March 31, 2017 are not necessarily indicative of the results to be expected for the full year. Income tax expense is recognized based on management s estimate of the weighted average effective annual income tax rate expected for the full financial year. 2.1 Accounting standards and amendments The standards, amendments to and interpretations of standards issued, but not adopted until the date of issue of the Company's interim condensed financial statements, are presented in the financial statements at December 31, 2016. The amendments made by IASB to standards IAS 7 Statements of Cash Flows and IAS 12 Income Taxes, effective as of January 1, 2017, do not have material impacts on the Company s financial statements. 6

3 Risk Management Capital management The company s objective when managing capital is to safeguard its ability to continue as a going concern in order to provide returns for shareholders, benefits for other stakeholders, and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the company may amend or may propose to shareholders to amend, when their approval is required, the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt. The company monitors capital on the basis of the leverage ratio (which corresponds to net debt divided by Adjusted EBITDA for the cumulative 12 months). Net debt is calculated as total borrowings (including bank indebtedness and long-term debt as shown in the consolidated statement of financial position) less cash and cash equivalents. The adjusted EBITDA is calculated from profit/loss, plus/less financial income and expenses, plus income tax and social contribution, plus depreciation, amortization and depletion, less equity in the results of investees, plus dividends received from investees and less exceptional non-cash items (noncash items considered by Management as exceptional are excluded from the adjusted EBITDA measurement for the cumulative 12 months). The ratios at March 31, 2017 and December 31 2016 were as follows: 12 months ended 12 months ended 31-Dec-16 Net income 117,234 112,532 Plus (less): Income tax 48,375 44,152 Net financial results 27,773 22,231 Investment income from equity share in joint ventures (10,040) (9,312) Depreciation, amortization and depletion 73,675 73,329 EBITDA before results of investees 257,017 242,932 Plus (less): Dividends received 9,836 7,189 Adjusted EBITDA 266,853 250,121 31-Dec-16 Loans and financing (note 9) 500,501 501,265 Cash and cash equivalents (47,935) (160,317) Net debt - (A) 452,566 340,948 Adjusted EBITDA - (B) 266,853 250,121 Net debt / adjusted EBITDA - (A/B) 1.70 1.36 7

Fair value estimates The carrying amounts for current financial assets and current financial liabilities on the condensed consolidated interim statements of financial position approximate fair value because of the short term of these instruments. The Company s term indebtedness bears interest at floating rates and therefore the carrying value of this indebtedness also approximates fair value. Fair value hierarchy The following are the levels in a hierarchy that is based on significance of the inputs used in making the measurements of financial assets and liabilities that are recognized on the balance sheet at fair value: Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 - Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices). Level 3 - Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs). The following table presents the group s financial assets and liabilities that are measured at fair value at March 31, 2017. Assets Available for sale financial assets Significant other obseravable inputs (Level 2) Fair value measurements at 31 March using Significant unobseravable inputs (Level 3) Total Equity securities -Industries related to cement production - 4,266 4,266 The following table presents the Group s financial assets and liabilities that are measured at fair value at December 31, 2016. Fair value measurements at 31 December using Assets Available for sale financial assets Significant other obseravable inputs (Level 2) Significant unobseravable inputs (Level 3) Equity securities -Industries related to cement production - 4,227 4,227 Total There were no transfers between levels 1 and 2 during the first three months of the year. 8

(a) Level 1 The fair value of financial instruments traded in active markets is based on quoted market prices at the balance sheet date. A market is regarded as active if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service, or regulatory agency, and those prices represent actual and regularly occurring market transactions on an arm s length basis. The quoted market price used for financial assets held by the group is the current bid price. These instruments are included in Level 1. Instruments included in Level 1 comprise primarily NYSE equity investments classified as trading securities or available for sale. (b) Level 2 The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. These valuation techniques maximise the use of observable market data, where it is available, and rely as little as possible on entity specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2. If one or more of the significant inputs is not based on observable market data, the instrument is included in Level 3. Specific valuation techniques used to value financial instruments include: Quoted market prices or dealer quotes for similar instruments; The fair value of interest rate swaps is calculated as the present value of the estimated future cash flows based on observable yield curves; The fair value of forward foreign exchange contracts is determined using forward exchange rates at the balance sheet date, with the resulting value discounted back to present value; Other techniques, such as discounted cash flow analysis, are used to determine fair value for the remaining financial instruments. (c) Level 3 The following table presents the changes in Level 3 instruments for the three months ended March 31, 2017. Equity securities Opening balance January 1, 2017 4,227 -Foreign currency translation 39 Closing balance March 31, 2017 4,266 In the absence of observable market data, revaluations recognized in other comprehensive income are based on qualifying triggering events, as determined by management, that give rise to a reliable estimate of market value. The following table presents the changes in Level 3 instruments for the year ended December 31, 2016. 9

Equity securities Opening balance January 1, 2016 4,108 -Foreign currency translation 119 Closing balance December 31, 2016 4,227 The group s policy is to recognize transfers into and transfers out of fair value hierarchy levels as of the date of the event or change in circumstances that caused the transfer. 4 Critical accounting estimates and assumptions In the period ended March 31, 2017, there have been no changes in estimates and assumptions that present a significant risk and probability of causing material adjustments to the carrying amounts of assets and liabilities for the current fiscal year, compared to those detailed in Note 4 to the financial statements as at December 31, 2016. 5 Accounts receivable 31-Dec-16 Trade accounts receivable (549) 3,991 Non trade accounts receivable 8,049 8,411 Due from related parties - current portion (note 15) 378 272 Allowance for doubtful accounts (500) (518) 7,379 12,156 The fair value of current accounts receivable approximates their carrying amount due to their short term nature. Movements on the group provision for impairment of trade receivables are as follows: 31-Dec-16 Opening balance January 1 518 6,473 Provision for receivables impairment - 1,951 Receivables written off during the year as - (1,099) Transfer to other non-current assets - (6,697) Other (18) (110) Total movement (18) (5,955) Closing balance 500 518 The creation and release of provision for impaired receivables have been included in selling, general and administrative expenses in the statement of comprehensive income. Amounts charged to the allowance account are generally written off, when there is no expectation of recovering additional cash. 10

The other classes within trade and other receivables were fully performing with no provisions against the balances. The maximum exposure to credit risk at the reporting date is the carrying value of each class of receivable mentioned above. On March 31, 2016, the company entered into a revolving receivables securitization transaction with financial institutions for the sale of trade receivables to a special purpose entity (SPE) which was established specifically for this purpose and which is not controlled by the Company. The SPE finances the initial acquisition of the receivables by means of: (i) senior notes, (ii) intermediate subordinated certificates and (iii) junior subordinated certificates. The SPE acquires new receivables on a revolving basis, using mainly amounts paid for previously purchased receivables. The company manages, as a service provider on behalf of the SPE, the collections of the receivables included in the transaction. The SPE is not included in the consolidated financial statements since the company does not control the SPE for accounting purposes as determined in accordance with the criteria of IFRS 10, Consolidated Financial Statements. The company has neither transferred nor retained substantially all the risks and rewards of ownership of the transferred assets, and has retained control of the transferred assets as the SPE does not have the practical ability to sell the transferred assets. The receivables are recognized on the balance sheet to the extent of the company s continuing involvement and recognized an associated liability. The extent of the company s continuing involvement in the transferred assets is the extent to which it is exposed to changes in the value of the transferred assets. The net carrying amount of the partially transferred assets and associated liabilities reflects the rights and obligations that the company has retained. Carrying amount of assets before transfer Carrying amount of assets continued to be recognized Carrying amount of continuing involvement liability Fair value of assets continued to be recognized Fair value of continuing involvement liability Net position Securitization recognized to the extent of continuing involvement 120,162 12,710 8,511 12,710 8,511 4,199 6 Investments accounted for using the equity method The amounts recognized in the balance sheet are as follows: 31-Dec-16 Joint ventures 92,888 94,488 The amounts recognized in the income statement are as follows: 31-Mar-16 Investment income from equity share in joint ventures 976 248 11

The joint ventures listed below have share capital consisting solely of common shares, which are held directly by the group. Nature of investment in joint ventures at March 31, 2017, and December 31, 2016 Name of entity Place of business / incorporation Ownership % Nature of relationship Measurement method Land and permit holder, strategic partnership Sumter Cement Co. LLC Florida, USA 50% with local producer Equity Asset holder, strategic partnership with local Trinity Materials, LLC Florida, USA 50% producer Equity Cement production, Suwannee American Cement LLC Florida, USA 50% strategic partnership with local producer Equity Ready mix production, strategic partnership Superior Materials Holdings, LLC Michigan, USA 50% with local producer Equity Ready mix production, strategic partnership Midway Group, LLC Michigan, USA 50% with local producer Equity Hutton Transport Limited Ontario, Canada 25% Transportation services Equity At March 31, 2017, the joint ventures above have commitments under machinery, equipment and real estate operating leases requiring future annual rental payments as follows: 31-Dec-16 No later than 1 year 1,695 1,710 Later than 1 year and no later than 5 years 3,409 3,821 Total 5,104 5,531 The Company, together with its joint venture partner, has an obligation to make additional funding contributions to its joint venture Superior Building Materials, LLC, if there is a shortfall between the joint venture s credit agreement earnings level and its projected earnings. Any potential payment would not be material in nature. 12

7 Property, plant and equipment Land improvements & buildings Equipment Vehicles Construction in progress 1/1/2017 to 3/31/2017 1/1/2016 to 3/31/2016 Land Balance at the beginning of the quarter Cost 103,166 241,343 674,389 160,440 130,269 1,309,607 1,216,050 Accumulated depreciation - (124,904) (484,401) (115,734) - (725,039) (707,087) Net balance 103,166 116,439 189,988 44,706 130,269 584,568 508,963 - - - - - - Additions 1,985 1,075 3,445 3,703 18,806 29,014 17,823 Disposals (893) (72) (31) (40) - (1,036) (92) Depreciation (i) - (2,509) (8,018) (3,548) - (14,075) (13,980) Adjustments & transfers (ii) 3,722 1,845 (1,289) 155-4,433 (14) Translation differences (5,012) 2,624 (1,194) 5,321 271 2,010 13,267 Balance at the end of the quarter 102,968 119,402 182,901 50,297 149,346 604,914 525,967 Cost 102,968 249,916 655,519 185,696 149,346 1,343,445 1,267,578 Accumulated depreciation - (130,514) (472,618) (135,399) - (738,531) (741,611) Balance at the end of the quarter 102,968 119,402 182,901 50,297 149,346 604,914 525,967 (i) Depreciation expense of $13.4 million is included in cost of sales and $.7 million is included in general and administrative expenses. (ii) Adjustments relate primarily to the transfer of a parcel of land owned by CBM aggregates, from exploration rights ($5 million) (note 8). 8 Intangible assets Goodwill Computer software Exploration rights ARO Customer relationships and noncompete 1/1/2017 to 3/31/2017 1/1/2016 to 3/31/2016 Balance at the beginning of the quarter Cost 361,122 22,019 333,835 20,581 123,281 860,838 846,621 Accumulated amortization - (20,036) (47,209) (11,015) (79,761) (158,021) (139,921) Net balance 361,122 1,983 286,626 9,566 43,520 702,817 706,700 Additions - - 175 - - 175 - Amortization (i) - (355) (1,312) (199) (1,820) (3,686) (3,433) Adjustments - 586 (5,019) - - (4,433) (1) Translation differences - 7 680 37-724 3,782 Balance at the end of the quarter 361,122 2,221 281,150 9,404 41,700 695,597 707,048 Cost 361,122 23,323 329,869 20,671 123,281 858,266 852,347 Accumulated amortization - (21,102) (48,719) (11,267) (81,581) (162,669) (145,299) Balance at the end of the quarter 361,122 2,221 281,150 9,404 41,700 695,597 707,048 (i) Amortization expense of $3.5 million is included in cost of sales and $.2 million is included in general and administrative expenses. The customer relationships have a remaining estimated useful life of up to 7 years. 13

9 Loans and financing 31-Dec-16 Non-current Bond payable net of financing costs 487,770 486,512 Mortgages payable (b) 6,228 5,483 493,998 491,995 Current Interest payable 4,951 6,948 Reclassified financing costs (1,014) - Mortgages payable (b) 2,566 2,322 6,503 9,270 The schedule of repayments of the Company s loans and financings is as follows: 31-Dec-16 6 months or less 5,331 7,334 6-12 months 2,186 1,936 1-5 years 3,598 2,794 Over 5 years 490,400 489,201 501,515 501,265 The carrying amounts of the Company s borrowings approximate their fair values, as the impact of discounting is not significant. The fair values, are based on cash flows discounted using market rates, consistent with the terms of borrowing, as at the balance sheet date and are within level 2 of the fair value hierarchy. The carrying amounts of the Company s borrowings are denominated in the following currencies: 31-Dec-16 C $ 11,710 10,495 US $ Equivalent 8,794 7,805 US $ 492,721 493,460 501,515 501,265 14

The changes for the period are as follows: 1/1/2017 to 3/31/2017 1/1/2016 to 3/31/2016 Balance at the beginning of the quarter 501,265 33,611 New borrowings 1,126 5,000 Exchange rate variation 74 357 Interest accruals 7,262 68 Interest paid (9,259) (99) Amortization of funding costs, net of 244 94 Payments (212) (30,198) Balance at the end of the quarter 500,501 8,832 (a) Credit Line The company has a Revolving Credit Facility to support the management with short term liquidity and the cash position management. Borrowings under it can be either borrowed, or repaid, in either U.S. or Canadian funds, bear interest at LIBOR plus 1.40%, and matures on October 29, 2020. The agreement includes a provision for the adjustment of this rate subject to the credit rating of the guarantor VCSA. As at March 31, 2017, the Company had $nil cash borrowings (Dec 31, 2016: $nil) under the Revolver Credit Facility and had letters of credit outstanding in the amount of $37.3M (Dec 31, 2016: $37.8M). The group has the following undrawn borrowing facilities: 31-Dec-16 Floating rate: - Expiring beyond one year 230,000 230,000 (b) Mortgages payable The mortgages payable relate to the purchase of several aggregate properties between 2004 and 2017. The agreements allow the company to defer a portion of the payments until such time as the aggregate is extracted from the ground. The agreements have various maturity dates ranging up to 2025. 10 Share capital Share capital consists of the following: Authorized Unlimited common shares Unlimited preference shares 15

Common shares issued and outstanding Numbers of shares $ 31-Dec-16 Numbers of shares $ Shares issued and outstanding at January 1, 1,679,783,138 792,032 1,679,783,138 1,391,007 Return of capital during the period / year - (30,000) - (598,975) Shares issued and outstanding at end of period / year, 1,679,783,138 762,032 1,679,783,138 792,032 Preference shares issued and outstanding Shares issued and outstanding at January 1, 12,000,000 10,447 12,000,000 10,447 Reclassification of shares to liabilities - (10,447) - (10,447) Shares issued and outstanding at at end of period / year, 12,000,000-12,000,000 - Total share capital at March 31, 2017 / December 31, 2016 762,032 792,032 Foreign currency translation (111,190) (118,122) 650,842 673,910 In January of 2017, VCNA returned the capital amount of $30 million, to its parent Votorantim Cimentos EAA Inversiones S.L.U. No shares previously issued and outstanding were redeemed and or cancelled in relation to the return of capital payment. 11 Contingencies The company has contingent liabilities in respect of legal claims arising in the ordinary course of business. It is not anticipated that any material liabilities will arise from the contingent liabilities other than those already provided for. 12 Commitments At March 31, 2017, the Company had commitments under machinery, equipment and real estate operating leases requiring future annual rental payments as follows: 31-Dec-16 No later than 1 year 11,082 11,460 Later than 1 year and no later than 5 years 21,694 24,285 Later than 5 years 22,273 22,677 Total 55,049 58,422 16

13 Other operating income 2017 2016 Gain on sale of property, plant and equipment 975 78 Rental income 458 468 Other (207) 283 Total 1,226 829 14 Financing expense - net 2017 2016 Financing expense: - Interest expense on third party loans 7,667 526 - A/R securitization fees - net (815) 1,064 - Amortization of prepaid financing costs 680 206 Total financing expense 7,532 1,796 Financing income: Net foreign exchange loss 1,565 1,745 - Interest income from related parties (15) - Total financing income, net of foreign exchange loss (gain) 1,550 1,745 Financing expense - net 9,082 3,541 15 Related party transactions During the three months ended March 31, 2017, March 31, 2016 and as at December 31, 2016, the company entered into the following transactions with related parties: The Company has various transactions with joint ventures (which are accounted for using the equity method) including: 1) Long term notes receivable, interest payments are made quarterly at specified rates. Terms of repayment vary up to 20 years. 2) Trade sales and purchases 3) Miscellaneous payments made on behalf of joint ventures including insurance, taxes, benefits, payroll and other. No impairment provisions have been recorded in relation to any related party balances. The fair value of the due to and from related parties approximates their carrying amount, as the impact of discounting is not significant. Due from related parties - current portion 31-Dec-16 At January 1 272 5,598 Net advances/repayments 106 (5,326) At March 31, 2017 and December 31, 2016 (note 5) 378 272 17

Due from related parties - long term portion 31-Dec-16 At January 1 2,549 1,117 Net advances/repayments (985) 1,432 At March 31, 2017 and December 31, 2016 1,564 2,549 Due to related parties - current portion 31-Dec-16 At January 1 10,017 10,404 Net advances/repayments (821) (387) At March 31, 2017 and December 31, 2016 9,196 10,017 Sales from related party for the three months ended March 31: Suwannee American Cement LLC to VCNA Prestige Suwannee American Cement LLC to VCNA Prestige Concrete Products, Inc. 2017 2016 642 1,408 2,995 6,100 3,637 7,508 Sales to related party for the three months ended March 31: St Marys Cement Inc. (US) to Superior Materials Holdings, LLC St Marys Cement Inc. (US) to Midway Group, LLC 2017 2016 3,235 2,919 419-3,654 2,919 The Company pays miscellaneous professional fees on behalf of its parent Votorantim Cimentos EAA Inversiones S.L.U. The amounts are included in non-trade accounts receivable (Note 5). Due from Votorantim Cimentos EAA Inversiones S.L.U. 31-Dec-16 At January 1-220 Currency translation adjustment - (220) At March 31, 2017 and December 31, 2016 - - The Company paid amounts related to share capital transactions to its parent Votorantim Cimentos EAA Inversiones S.L.U. Votorantim Cimentos EAA Inversiones S.L.U. 31-Dec-16 Retun of share capital (note 10) 30,000 598,975 18

The Company pays miscellaneous expenses on behalf of VC Europe. Due from VC Europe 31-Dec-16 At January 1-7 Amounts received from related party - (7) At March 31, 2017 and December 31, 2016 - - Votorantim Cimentos Guarantee The company has guaranteed Votorantim Cimentos S.A. s (VCSA) obligations under a certain credit agreement dated February 18, 2016, by and among VCSA, as borrower and VCNA, as guarantor, in the amount of USD$100.0 million. As of March 31, 2017, the company guaranteed USD$100.0 million of VCSA s outstanding indebtedness. The loan matures on February 26, 2020. Suwannee Guarantee The company has guaranteed Suwannee s obligations under a certain term loan agreement dated December 23, 2015, by and among Suwannee American Cement, LLC (Suwannee), as borrower and VCNA, as guarantor, in the amount of USD$32.0 million. As of March 31, 2017, the company guaranteed USD$32.0 million of Suwannee s outstanding indebtedness. The loan matures on December 23, 2019. 16 Expense by nature 31-Mar-16 Changes in inventories of finished goods and work in progress (8,750) (19,568) Raw materials 37,881 34,163 Wages & employee benefits expense 63,113 57,897 Depreciation and amortization (note 7,8) 17,761 17,414 Process fuel, diesel fuel & energy 5,263 6,353 Electrical energy, diesel fuel and other utilities 13,089 12,270 Freight Cement & Aggregates 13,698 12,189 Repairs & maintenance 22,152 25,776 Cement plant overhead 5,321 5,236 Purchased products for resale 1,109 1,855 Other 19,024 18,755 Total cost of sales, selling, general and administrative expenses 189,661 172,340 19