VOTORANTIM CIMENTOS S.A. [ ] Units, including in the Form of American Depositary Shares Form of Underwriting and Placement AgreementUnderwriting and Placement Agreement • June 14th, 2013 • Votorantim Cimentos S.A. • Cement, hydraulic • New York
Votorantim Cimentos S.A. (the “Company”), a sociedade por ações incorporated under the laws of the Federative Republic of Brazil (“Brazil”), agrees to sell to the several Underwriters listed in Schedule 1 hereto (the “International Underwriters”), for whom Banco BTG Pactual S.A. – Cayman Branch, Credit Suisse Securities (USA) LLC, Itau BBA USA Securities Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC are acting as representatives (the “Representatives”), an aggregate of [ ] units (the “Units”), each of which represents one common share and two preferred shares, each with no par value, of the Company (together, the “Shares”), including in the form of American Depositary Shares (the “Firm ADSs”).
