Trinidad Cement Ltd – Registration of Change to Articles of Continuance

Trinidad Cement Limited (“TCL” or “the Company”) has advised that as previously published, at a Special Meeting of Shareholders of TCL held on Monday, February 9, 2015, a Special Resolution was duly passed to remove the restriction contained in Article 5 of TCL`s Articles of Continuance (Restriction on Share Transfers and Share Ownership), which (interalia,) prohibited any person from holding more that 20% of the issued share capital of the Company or more that 20% of the total voting rights of the Company. The Articles of Amendment and the Special Resolution were submitted to the Registrar of Companies in Trinidad and Tobago for registration, and a Certificate of Amendment dated March 2, 2015 was received by the Company on March 5, 2015. In accordance with Section 218 (2) of the Companies Act, 1995 Chap. 81:01 of the Laws of Trinidad and Tobago the Amendment became effective on March 2, 2015. Accordingly, the amended Article 5 of TCL`s Articles of Continuance now reads: “Share Transfers: The Directors may decline to register any transfer of shares on which the Company has a lien. If the Directors refuse to register a transfer of any shares, they shall within thirty days after the date on which the transfer was lodged send to the transferee notice of the refusal. “TCL has advised that at a meeting of the Board of Directors of TCL held on Thursday, February 26, 2015, the board confirmed a decision to offer the shares in the Rights Issue of 124,882,568 new shares in Trinidad and Tobago only, and to exclude all other jurisdictions in which TCL`s shares are listed – including Jamaica. This decision was based on the following: (1) The complexities involved in satisfying the requirements of the various regulatory bodies in all jurisdictions in which the Company is listed and its effects on the stringent timeframe for the Rights Issue, especially having regard to the fact that the condition imposed by TCL`s Lenders; and (2) the de minimis shareholding and trading activity in the other jurisdictions (including Jamaica)