March 3, 2003 Cementos Pacasmayo S.A.A. Pasaje El Carmen No. 180 Urb. El Vivero de Monterrico, Surco Lima 33 — Peru Attention: Lino Abram, Chief Executive Officer Dear Sirs: Subject: Proposed Arrangement with Zemex CorporationArrangement Agreement • March 4th, 2003 • Zemex Corp • Mining & quarrying of nonmetallic minerals (no fuels) • Ontario
We refer to the arrangement agreement (the “Arrangement Agreement”) proposed to be entered into between Zemex Corporation (“Zemex”), Cementos Pacasmayo S.A.A. (“Parentco”) and 6012639 Canada Inc. (“Subco”) providing for the acquisition by Subco of all of the issued and outstanding common shares of Zemex (the “Arrangement”).
SUPPORT AGREEMENTSupport Agreement • March 4th, 2003 • Zemex Corp • Mining & quarrying of nonmetallic minerals (no fuels) • Ontario
The holders of common shares and options to purchase common shares in the capital of Zemex Corporation, a corporation incorporated under the Canada Business Corporations Act (“Zemex”) named on the signature pages to this Agreement and as identified on Schedule A
ARRANGEMENT AGREEMENTArrangement Agreement • March 4th, 2003 • Zemex Corp • Mining & quarrying of nonmetallic minerals (no fuels) • Ontario
WHEREAS, the parties wish to effect a business combination by way of an Arrangement under Section 192 of the CBCA on the terms and subject to the conditions set forth herein;
