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Payment Option Notice - Judicial Recovery Plan of Cimento Tupi
 
We refer to the Judicial Recovery Plan of Cimento Tupi S.A. - Em Recuperação Judicial
(“Cimento Tupi” or the “Company”), as approved by adhesion terms signed on May 3, 2024
by more than 50% of the creditors (in value and headcount) in each of the classes entitled to
vote, in accordance with Article 45-A of Brazilian Law No. 11,101/2005, and approved by the
Recovery Court on June 25, 2024 (“Plan”). The terms in capital letters and not defined in this
Payment Option Notice (“Notice”) shall have the meanings assigned thereto in the Plan.
 
In compliance with the provisions under Section 4.4 of the Plan, the undersigned Creditor
identified and qualified below (“Creditor”) represents and proves by a document, according to
the attached documents, to be the owner of Class III Credits held against Cimento Tupi.
 
Under these terms, Creditor notifies Cimento Tupi and the Judicial Administrator that it
voluntarily elects the payment option described below (the “Creditor’s Election”) to receive its
Class III Credit in the total amount held by the creditor and instructed in the table below, as
applicable, after the payment of a portion of its respective Class III Credits under Section
4.3.1.1 of the Plan (“Credit”).
 
In order to receive one of the two payment options, the Class III Unsecured Creditors holding
Senior Unsecured Notes must make their election through ATOP for their full principal amount
of Credits held through DTC. The election through ATOP must be accompanied by submission
of this Payment Option Notice, inclusive of a valid VOI transaction ID (or Blocking Number
for International Depositories, if applicable). If any Class III Unsecured Creditor holding
Senior Unsecured Notes does not timely elect either of the payment options, such Class III
Unsecured Creditor holding Senior Unsecured Notes will receive the payment of its Credits in
accordance with the default option described in Section 4.3.1.4 of the Plan (“Default Option”).

If the Class III Unsecured Creditors holding Senior Unsecured Notes are issued in book-entry form in accordance with the practices and procedures of DTC, then Cimento Tupi will either (i) cause the new notes to be credited to the accounts at DTC through which the respective eligible holders held the Senior Unsecured Notes underlying the applicable Credit (as evidenced by the holder’s ATOP submission), and the nominees will arrange for the credit of the new notes to the individual accounts of the applicable eligible holders or (ii) deliver the new notes to accounts of persons designated by the subscribing Eligible Holders via a Deposit or Withdrawal at Custodian (“DWAC”) deposit to a bank or broker that is a participant in the DTC system (a “DTC Participant”).
 
Please be advised that notes allocations will be made via DWAC to the same nominee that tendered the existing notes.
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Payment Option Selection (you may only choose one)Missing or incorrect valueIf any Class III Unsecured Creditor holding Senior Unsecured Notes does not timely elect either of the payment options, such Class III Unsecured Creditor holding Senior Unsecured Notes will receive the payment of its Credits in accordance with the Class III default option

Are you a U.S. Federal Tax PayerMissing or incorrect value
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Do you want to sign electronically or upload a signature page?Missing or incorrect valueBy signing this Form, the undersigned certifies that the information contained in this Form is accurate with respect to all items.
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Are you an Individualized Creditor?Missing or incorrect value

For detailed summaries of the payment options mentioned above, please visit https://cases.ra.kroll.com/Cimentotupi/
 
For the avoidance of doubt, to ensure proper submission of your Payment Option, please submit an election through DTC’s ATOP system for the full principal amount of Credits you own for each of the impacted CUSIPs, in addition to submitting this Payment Option Notice. Please also establish your Payment Option selection through the Judicial Administration– Inova Administração Judicial Ltda. and the Company by sending a copy of your payment option notice by email to admjudtupi@inova-aj.com.br and rjtupi@cimentotupi.com.br (with subject “Payment Option Selection – Bondholder Name”) in accordance with the procedures set forth in section 4.4 of the Plan.
 
Note: If you are already established as a Creditor through the Judicial Administration due to the individualization of your Credits, you are not required to submit additional documentation to the Judicial Administration nor the Company.
 
You are only required to submit your ATOP election through DTC and accompanying Payment Option through the Balloting Agent’s website.
 
The Creditor represents and acknowledges to Cimento Tupi and whomever may have an interest, for all legal purposes, that, upon the payment, in whole or in part, of its Credit under the terms of the Plan, the Company shall no longer owe anything to the Creditor, at any title or at any time, in relation to the partial or entire Credit actually paid, and the proof of such financial transaction shall be deemed as an evidence of the full, irrevocably and irreversibly discharge, in whole or in part, of the Credit paid by Cimento Tupi.
 
The Creditor represents and acknowledges to Cimento Tupi and whomever may have an interest, for all legal purposes, that the representations and warranties set forth on Annex A hereto shall be true and correct as of the date on which the Creditor’s Election is made and the date on which such Creditor receives the payment of its Credit.
 
Finally, upon sending this Notice, the Creditor expressly recognizes, agrees and ratifies all effects of the Plan in relation to it and its Credit, under the terms and conditions provided for in Chapter 6 of the Plan.
 
Overall Payment of Class III Credits for individualization. In addition to receiving new notes in accordance with the payment options described in Section 4.3.1 of the Plan, the Class III Unsecured Creditors that individualized their respective Credits before the Brazilian Judicial Reorganization Court will have their respective Class III Credits in the amount of up to US$3,750,000.00 (three million, seven hundred and fifty thousand US dollars) paid in cash pursuant to the terms in Section 4.3.1.1 of the Plan. To receive cash for your individualized Credit, please complete the Individualized Holder Spreadsheet provided by Kroll with your wire instructions. 
 
To ensure that Class III Unsecured Creditors that individualized their respective Credits receive the entitled cash, please update and return the Individualized Holder Spreadsheet that was sent directly to your attention by noting the below:
 
 Each payee/payment should have their own separate line
 Do not delete or modify anything on the spreadsheet
 All of the data needs to be hard keyed into each cell and there should be no
formulas, macros, links, special characters, or special formatting.
 There are character limits for each cell that are listed in row 6. For example, in
Column D there are only 40 characters allowed in that cell (including spaces) and
anything beyond should go into the next cell
 The dollar amount to pay each Creditor needs to be the exact amount and cannot go
out beyond 2 places after the decimal (hard keyed and not rounded)
 There are some hidden columns that should not be deleted
 The Holder’s Registration needs to match the name that the holder writes on their
W-9/W-8 form.
 
In addition to the requirement to submit this Payment Option Notice to the Company and to the Judicial Administrator, in accordance with Section 4.4 of the Plan, Noteholders are required to submit the Payment Option Notice through the balloting Agent’s E-Election Portal: https://cases.ra.kroll.com/Cimentotupi/
 
You may direct any questions about this Notice to Kroll Restructuring Administration, the balloting agent retained by the Company by using the following: (i) telephone at (877) 741-9540 (Domestic) or (646) 795-6960 (Local/International), or (ii) email at cimentocorpactions@Primeclerk.com .

1. We acknowledge that no disclosure or offering document has been prepared in connection with the Creditor’s Election and the offer and placement of the notes pursuant to the Plan (the “Notes”).
 
2. The Notes have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or any other applicable securities laws of any other jurisdiction, are being offered in transactions not requiring registration under the Securities Act, and unless so registered, may not be reoffered, resold or otherwise transferred except in compliance with the registration requirements of the Securities Act or any other applicable securities laws, pursuant to any exemption therefrom or in a transaction not subject thereto.
 
3. If we are located in the United States:
 
a. We are either (x) a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act), or (y) an institutional “accredited investor” (as described in Rule 501(a)(1), (2), (3) or (7) under the Securities Act); and
 
b. We are aware that the Creditor’s Election and the offer and placement of the Notes are being made in reliance on a private placement exemption from, or in a transaction not subject to, registration under the Securities Act, and we are making the Creditor’s Election and are receiving the Notes for our own account or for an account over which we exercise sole discretion for another qualified institutional
buyer or accredited investor.

4. If we are located outside the United States:
 
a. We are making the Creditor’s Election and are receiving the Notes pursuant in an “offshore transaction” meeting the requirements of Rule 903 of Regulation S under the Securities Act.
 
b. We are aware that the Creditor’s Election and the offer and placement of the Notesare being made in reliance on a private placement exemption from, or in a transaction not subject to, registration under the Securities Act, and the Creditor and the person, if any, for whose account or benefit the Creditor is entitled to receive the Notes, was located outside the United States at the time the Creditor’s Election was made, and continues to be located outside the United States and has not made the Creditor’s Election or received such Notes for the account or benefit of any person located in the United States, or entered into any arrangement for the transfer of such Notes or any economic interest therein to any person located in the United States.
 
c. We are authorized to make the Creditor’s Election and to receive the Notes in compliance with all applicable laws and regulations of the jurisdiction where such transactions are to be made and in accordance with the terms and conditions of the Plan.
 
5. If we are neither a QIB, AI nor a Non-US investor; we confirm that we have received written authorization from the company, Cimento Tupi S.A., to elect into one of the two payment options.
 
6. We are able to fend for ourselves in the transactions contemplated herein; have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the Creditor’s Election and the receipt of the Notes; and have the ability to bear the economic risks of our decision to receive the Notes in accordance with the Plan and can afford the complete loss of such financial asset.
 
7. (a) We have conducted our own investigation of the Company and the Notes and we have not relied on any statements or other information provided by the Company concerning the Company or the Notes or the offer and placement of the Notes, (b) we have had access to, and an adequate opportunity to review, financial and other information as we deem necessary to make the Creditor’s Election, (c) we have been offered the opportunity to ask questions of the Company and received answers thereto, including on the financial information, as we deemed necessary in connection with our decision to receive the Notes; and (d) we have made our own assessment and have satisfied ourselves concerning the relevant tax and other economic considerations relevant to the ownership of the Notes.

8. We have consulted our own legal, regulatory, tax, business, investment, financial and accounting advisers to the extent that we deem necessary, and have conducted, to the extent we deem necessary, an independent investigation of such matters as, in our judgment, are necessary or desirable for us to make an informed decision, and we have made our own decisions regarding the Creditor’s Election and of the receipt of the Notes in accordance with the terms and conditions of the Plan, including decisions regarding the suitability of the Notes, based upon our own judgment and upon advice from such advisers as we have deemed necessary.
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