VOTORANTIM CIMENTOS INTERNATIONAL S.A. LAUNCHES TENDER OFFER FOR ITS 7.250% SENIOR NOTES DUE 2041 UP TO AN AMOUNT OF NOTES RESULTING IN THE MAXIMUM PURCHASE AMOUNT

LUXEMBOURG, May 13, 2022 /PRNewswire/ --Votorantim Cimentos International S.A. ("VCI"), a direct, wholly-owned subsidiary of Votorantim Cimentos S.A. ("VCSA"), today announced that it has commenced a tender offer for cash (the "Tender Offer") to purchase its 7.250% Senior Notes due 2041 (the "Notes") in an aggregate principal amount that would result in VCI paying aggregate Consideration (as defined below) (excluding accrued and unpaid interest) not to exceed U.S.$200 million (the "Maximum Purchase Amount"). The Notes are guaranteed by Votorantim Cimentos S.A. ("VCSA") and Votorantim S.A. ("VSA").

The Tender Offer is being made pursuant to VCI's Offer to Purchase, dated May 13, 2022 (the "Offer to Purchase"), which sets forth a more comprehensive description of the terms of the Tender Offer. The Tender Offer is scheduled to expire at 11:59 p.m., New York City time, on June 10, 2022, unless extended or terminated earlier (the "Expiration Deadline").  Holders who validly tender and do not validly withdraw Notes on or prior to 5:00 p.m., New York City time, on May 26, 2022 (as the same may be extended, the "Early Expiration Deadline"), that are accepted for purchase by VCI will receive the "Total Tender Consideration" indicated in the table below, which includes the "Early Tender Payment" indicated in the table below, with respect to Notes validly tendered (and not validly withdrawn), subject to the Maximum Purchase Amount. Holders who validly tender (and do not validly withdraw) Notes after the Early Expiration Deadline but prior to the Expiration Deadline will receive the "Tender Offer Consideration," consisting of the Total Tender Consideration minus the Early Tender Payment, subject to the Maximum Purchase Amount.  The Total Tender Consideration and the Tender Offer Consideration (collectively, the "Consideration") with respect to the Notes do not include accrued and unpaid interest from the last interest payment date for the Notes up to but excluding the applicable Settlement Date (as defined below) on the Notes validly tendered and accepted for purchase by VCI. Accrued and unpaid interest on the Notes accepted for purchase will be paid in cash on the applicable Settlement Date.

The following table sets forth certain terms of the Tender Offer:

The consideration payable for tendered Notes (the "Total Tender Consideration") will be determined at 11:00 a.m., New York City time, on May 26, 2022, unless extended by VCI in its sole discretion (the "Price Determination Date"). VCI reserves the right but is under no obligation, at any point following the Early Expiration Deadline and before the Expiration Deadline, to accept for purchase and pay for, subject to the Maximum Purchase Amount, any Notes validly tendered and not validly withdrawn at or prior to the Early Expiration Deadline (such payment date, the "Early Settlement Date"). The Early Settlement Date will be determined at VCI's option, subject to all conditions to the Tender Offer having been satisfied or waived by VCI. Irrespective of whether VCI chooses to exercise its option to have an Early Settlement Date, VCI will purchase any remaining Notes that have been validly tendered and not validly withdrawn by the Expiration Deadline, subject to the Maximum Purchase Amount, and all conditions to the Tender Offer having been satisfied or waived by VCI, on a date promptly following the Expiration Deadline (the "Final Settlement Date" and, each of the Early Settlement Date and Final Settlement Date, a "Settlement Date"). VCI reserves the right, but is not obligated, to increase the Maximum Purchase Amount in its sole and absolute discretion without extending the Early Expiration Deadline or Withdrawal Deadline or otherwise reinstating withdrawal or revocation rights, except as required by applicable law.

Notes validly tendered in the Tender Offer may not be withdrawn after 5:00 p.m., New York City Time, on May 26, 2022 (unless extended by VCI), except as may be required by applicable law.

To the extent VCI purchases validly tendered Notes in an aggregate principal amount representing an aggregate Consideration (excluding Accrued Interest) equal to the Maximum Purchase Amount on the Early Settlement Date, Holders validly tendering Notes after the Early Expiration Deadline will not be entitled to have any of their Notes accepted for purchase.

If the aggregate principal amount of Notes validly tendered would result in VCI paying aggregate Consideration (excluding Accrued Interest) that exceeds the Maximum Purchase Amount, only a principal amount of Notes validly tendered representing an aggregate Consideration (excluding accrued and unpaid interest) not exceeding such Maximum Purchase Amount will be accepted for purchase. Pursuant to the Offer to Purchase, VCI may, but is not obligated to, increase the Maximum Purchase Amount in its sole and absolute discretion without extending the Early Expiration Deadline or Withdrawal Deadline or otherwise reinstating withdrawal or revocation rights, except as required by applicable law.

VCI expressly reserves the right, subject to applicable law, to: (i) delay accepting the Notes or extend the Expiration Deadline or, if the conditions to the Tender Offer are not satisfied, terminate the Tender Offer at any time and not accept the Notes; and (ii) if the conditions to the Tender Offer are not satisfied, amend or modify at any time, the terms of the Tender Offer in any respect, including by waiving, where possible, any conditions to consummation of the Tender Offer. If VCI exercises any such right, it will make a public announcement thereof as promptly as practicable and, in the case of termination, all Notes tendered pursuant to the terminated Tender Offer and not accepted for payment will be returned promptly to the tendering holders thereof.

Copies of the Offer to Purchase are available to holders from D.F. King, the information and tender agent for the Tender Offer (the "Information and Tender Agent").  Requests for copies of the Offer to Purchase should be directed to the Information and Tender Agent, (i) banks and brokers calls, at +1 212 269 5550 (collect), (ii) all other calls, at +1 (800) 628 8538 (toll free U.S. only) or (iii) via email, at [email protected].

VCI has retained BofA Securities, Inc. ("BofA"), Citigroup Global Markets Inc. ("Citigroup"), HSBC Securities (USA) Inc. ("HSBC"), Itau BBA USA Securities, Inc. ("Itaú BBA") and UBS Securities LLC ("UBS") to act as Dealer Managers in connection with the Tender Offer.  Questions regarding the Tender Offer may be directed to BofA at +1 (646) 855-8988 (collect), +1 (888) 292-0070 (toll free), Citigroup at +1 (212) 723-6106 (collect), +1 (800) 558-3745 (U.S. toll free); HSBC at +1 (212) 525-5552 (collect), +1 (888) HSBC-4LM (toll free); Itaú BBA at +1 (888) 770-4828 (toll free) and +1 (212) 710-6749 (collect); and UBS at +1 (203) 719-4210 (collect) and +1 (888) 719-4210 (toll free).

Holders are advised to check with any bank, securities broker or other intermediary through which they hold Notes as to when such intermediary would need to receive instructions from such holder in order for that holder to be able to participate in, or withdraw their instruction to participate in, the Tender Offer, before the deadlines specified herein and in the Offer to Purchase. The deadlines set by any such intermediary and the relevant clearing systems for the submission and withdrawal of tender instructions will also be earlier than the relevant deadlines specified herein and in the Offer to Purchase.

Neither the Offer to Purchase nor any related documents have been filed with the U.S. Securities and Exchange Commission, nor have any such documents been filed with or reviewed by any federal or state securities commission or regulatory authority of any country. No authority has passed upon the accuracy or adequacy of the Offer to Purchase or any related documents, and it is unlawful and may be a criminal offense to make any representation to the contrary.

This announcement is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consents.  The Tender Offer is being made solely pursuant to the Offer to Purchase.  VCI is making the Tender Offer only in those jurisdictions where it is legal to do so.  The Tender Offer is not being made to, nor will VCI accept tenders of Notes from holders in any jurisdiction in which the Tender Offer or the acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction.

About Votorantim Cimentos International S.A.

VCI is a direct, wholly-owned subsidiary of VCSA, a global vertically integrated heavy building materials company, with operations in South America, North America, Europe, Asia and Africa. VCSA and its subsidiaries (collectively, "Votorantim Cimentos") produce and sell a complete portfolio of building materials—which includes cement, aggregates, ready mix concrete, mortar and other building materials—and Votorantim Cimentos serves a highly diversified and fragmented client base. VCSA is a wholly-owned, direct subsidiary of VSA, a privately held holding company. VSA's portfolio companies operate in 16 countries in various industries: building materials, finance, aluminum, clean and renewable energy, metals and mining, orange juice, long steel, real estate, and infrastructure.

NOTICE REGARDING FORWARD-LOOKING STATEMENTS

This press release contains statements that are forward-looking within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. Forward-looking statements are only predictions and are not guarantees of future performance. Investors are cautioned that any such forward-looking statements are and will be, as the case may be, subject to many risks, uncertainties and factors relating to VCI and its affiliates that may cause the actual results to be materially different from any future results expressed or implied in such forward-looking statements. Although VCI believes that the expectations and assumptions reflected in the forward-looking statements are reasonable based on information currently available to VCI's management, VCI cannot guarantee future results or events. VCI expressly disclaims a duty to update any of the forward-looking statements.

SOURCE Votorantim Cimentos International S.A.