TCL's Subscription Agreement with Sierra Trading

Trinidad Cement Limited (TCL) has advised that further to the Notice to Shareholders published on Saturday February 7, 2015 which advised of a resolution passed by the Board of Directors of TCL to raise capital through a Rights Issue, please be advised that TCL signed a Subscription Agreement with Sierra Trading (an affiliate of CEMEX, S.A.B. de C.V. and the holder of 20% of TCL`s share capital) on February 9, 2015, the main terms of which are as follows:

1. Sierra Trading has committed to participating in the said Rights Issue to the fullest extent permitted by its shareholding;

2. Sierra Trading has agreed to commit additional capital (via an agreement to underwrite the raising of capital up to a

maximum of US$45M) in order to ensure that TCL meets a capitalization target amount of at least US$50M;

3. In consideration of the above commitments by Sierra Trading, TCL has agreed: a. To grant an exclusive right to Sierra

Trading to subscribe and purchase any shares in the Rights Issue, which are not taken up by Shareholders in the exercise of their preemptive rights during the relevant period of the Rights Issue, up to such an amount that will not cause Sierra Trading`s total shareholding in TCL to exceed 40% of TCL`s outstanding shares; b. That if after the Rights Issue (including the exercise by Sierra Trading of the right granted above to acquire any shares not taken up by other shareholders who elect not to fully exercise their preemptive rights under the Rights Issue) Sierra Trading has not achieved a shareholding in TCL of at least 35%, then subject to receiving all required approvals, including Shareholder approval, a private placement of TCL shares will be issued in favour of Sierra Trading in an amount that will permit Sierra Trading to achieve a shareholding of 35% of TCL`s outstanding shares.