Arrangement Involving Groupe Laperrière

ARRANGEMENT INVOLVING

GROUPE LAPERRIÈRE & VERREAULT INC.

AND

FLSMIDTH & CO. A/S

AND

4417861 CANADA INC.

NOTICE OF SPECIAL GENERAL MEETING OF HOLDERS OF MULTIPLE VOTING SHARES AND OF SUBORDINATE VOTING SHARES OF GROUPE LAPERRIÈRE & VERREAULT Inc. TO BE HELD ON JULY 27, 2007

INFORMATION CIRCULAR relating to an arrangement pursuant to Sections 49 and 123.107 of the Companies Act (Québec)

JUNE 20, 2007

Montreal, June 20, 2007 Dear Shareholder: It is my pleasure to extend to you, on behalf of the Board of Directors, an invitation to attend a special general meeting (the “Meeting”) of the shareholders of Groupe Laperrière & Verreault Inc. (“GL&V”) to be held at the Omni Mont-Royal Hotel, Pierre-de-Coubertin Room, 1050 Sherbrooke Street West, Montreal, Québec, on Friday, July 27, 2007 at 10:30 a.m. local time for the following purposes.

The Meeting has been called to consider a resolution approving a proposed arrangement (the “Arrangement”) pursuant to Sections 49 and 123.07 of the Companies Act (Québec) whereby FLSmidth & Co. A/S will, through a wholly-owned Canadian subsidiary, acquire all of the issued and outstanding multiple voting shares and subordinate voting shares of GL&V. Prior to the Arrangement, GL&V will transfer, directly or indirectly, its water treatment and pulp and paper businesses to a newly incorporated subsidiary, GLV Inc. (“New GLV”). Under the Arrangement, (i) holders of GL&V multiple voting shares will receive for each GL&V multiple voting share, (a) an amount of $33, and (b) one New GLV multiple voting share; and (ii) holders of GL&V subordinate voting shares will receive for each GL&V subordinate voting share, (a) an amount of $33, and (b) one New GLV subordinate voting share. Subsequently, New GLV will continue the water treatment and pulp and paper businesses presently carried out by GL&V.

The accompanying notice of meeting and information circular (together, the “Circular”) contain a detailed description of the Arrangement and outline in detail the actions to be taken by GL&V shareholders at the Meeting. The Circular has been prepared to help you make an informed decision, so we ask that you review it carefully.

For the reasons set out in the Circular, the Board of Directors has unanimously approved the Arrangement and unanimously recommends that GL&V shareholders vote in favor of the resolution authorizing the proposed Arrangement.

Also included with the materials provided to you are the forms of proxy for each class of shares and the Letter of Transmittal (on blue paper). At the Meeting, holders of multiple voting shares and subordinate voting shares will be voting as separate classes. To be effective, the Arrangement must be approved by a resolution passed by at least 75% of the votes cast at the Meeting by holders of GL&V multiple voting shares and holders of GL&V subordinate voting shares each voting separately as a class. The Arrangement is also subject to satisfaction of certain conditions set forth in the Support Agreement and the approval of the Court.

If you are a non-registered holder of GL&V shares and have received these materials through your broker or through another intermediary, please complete and return the form(s) of proxy or other authorization form(s) provided to you by your broker or other intermediary in accordance with the instructions provided with it. Failure to do so may result in your GL&V shares not being eligible to be voted at the Meeting.

We cordially invite you to attend the Meeting. Regardless of the number of GL&V shares you own, it is important that you be present or be represented at the Meeting. If you are not able to be present, we urge you to complete the appropriate enclosed form(s) of proxy and return the form(s) in the enclosed self-addressed envelope so that your GL&V shares will be voted in accordance with your instructions. This is a significant matter affecting the future of GL&V and your vote is important.

If the necessary approvals, including all Regulatory Approvals, are obtained and all other conditions precedent to closing have been satisfied, we anticipate that the Transaction will close on or about August 6, 2007.

On behalf of the Board of Directors and the senior management, we would like to take this opportunity to thank you again for the support that you have shown as shareholder over the years of GL&V’s operations. Your support and that of our many valued clients, as well as the hard work of dedicated employees throughout GL&V, have resulted in the success that we have achieved.

Yours very truly, (Sgd) Laurent Verreault Laurent Verreault Chairman of the Board and Chief Executive Officer 2 NOTICE OF SPECIAL GENERAL MEETING OF SHAREHOLDERS OF GROUPE LAPERRIÈRE & VERREAULT INC.

Montreal, Québec, June 20, 2007

NOTICE IS HEREBY GIVEN that a Special General Meeting (the “Meeting”) of holders of Multiple Voting Shares and holders of Subordinate Voting Shares of Groupe Laperrière & Verreault Inc. (“GL&V”) will be held at the Omni Mont Royal Hotel, Pierre-de-Coubertin Room, 1050 Sherbrooke Street West, Montreal, Québec, on Friday, July 27, 2007 at 10:30 a.m. local time for the following purposes:

(1) to consider, and, if deemed advisable, pass, with or without variation, a resolution confirming By-Law No. 2007-1 (the “Arrangement Resolution”) relating to an arrangement under Sections 49 and 123.107 of the Companies Act (Québec) involving GL&V and its shareholders, the full text of which resolution and By-Law are set out in Appendices “A” and “B” to the accompanying Information Circular (the “Circular”);

(2) to consider, and, if deemed advisable, approve the GLV Inc. (“New GLV”) stock option plan set out in Appendix “F”; and

(3) to transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.

A Shareholder may attend the Meeting in person or may be represented by proxy. If you are a registered Shareholder, you are requested, whether or not you intend to attend the Meeting, to complete, date, sign and return the enclosed form of proxy either in the enclosed envelope addressed to Computershare Investor Services Inc., Proxy Department, 100 University Avenue, 9th floor, Toronto, Ontario, M5J 2Y1, or by fax to 1-866-249-7775, Attention: Proxy Department.

Proxies must be received by no later than 5:00 p.m. (Montreal time) on July 25, 2007 or, in the event that the Meeting is adjourned or postponed, then not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time the adjourned Meeting is reconvened or the postponed Meeting is convened. If you are a non-registered shareholder, please refer to the Section in the accompanying Circular entitled “The Meeting and General Proxy Information” for information on how to vote your GL&V shares.

GL&V shares represented by properly executed forms of proxy in favour of the persons designated in the enclosed form of proxy will be voted in accordance with instructions therein on any ballot that may be held. GL&V shares will be voted FOR the approval of the Arrangement Resolution and the New GLV stock option plan if no specification has been made in the form of proxy.

The Circular as well as forms of proxy are attached to this Notice of Special General Meeting of Shareholders. The terms of the Arrangement are more fully described in the Circular.

By order of the Board of Directors,

(Sgd) Robert Dorion Robert Dorion Secretary The Board of Directors of GL&V has fixed June 6, 2007 as the record date for determining shareholders who are entitled to receive notice of and to vote at the meeting. The holders of outstanding GL&V Multiple Voting Shares and GL&V Subordinate Voting Shares of record at the close of business on the Record Date are entitled to receive notice of, and vote at the Meeting. Each holder of GL&V Multiple Voting Shares or GL&V Subordinate Voting Shares who acquired such shares after the Record Date will be entitled to vote at the Meeting provided such holder establishes that he or she is a Shareholder and requests that GL&V, at least 48 hours before the Meeting, register such holder on the list of Shareholders entitled to vote. Furthermore, holders of GL&V Multiple Voting Shares or GL&V Subordinate Voting Shares issued from treasury after the Record Date will also be entitled to vote such shares at the Meeting.

ARRANGEMENT INVOLVING

GROUPE LAPERRIÈRE & VERREAULT INC.

AND

FLSMIDTH & CO. A/S

AND

4417861 CANADA INC.

Information circular

June 20, 2007

Please read this Circular carefully, including its appendices. It contains detailed information relating to the proposed Arrangement. If you are in doubt as to how to deal with these materials or the matters they describe, please consult your professional advisor.

TABLE OF CONTENTS

Stock Exchange Listing...... 33 NOTICE TO SHAREHOLDERS IN THE Votes Required ...... 33 UNITED STATES...... 8 Lock-Up and Voting Agreement...... 33 Court Sanction of the Arrangement and FORWARD-LOOKING STATEMENTS...... 8 Completion of the Arrangement...... 35 Expenses ...... 35 GLOSSARY OF TERMS...... 9 Sources of Funds for the Arrangement...... 35

SUMMARY ...... 17 ARRANGEMENT MECHANICS ...... 35 Information Concerning the Meeting ...... 17 Depositary Agreement and Put-Call The Companies ...... 17 Agreement...... 35 The Arrangement...... 17 Delivery of Arrangement Consideration...... 36 Financing for the Arrangement...... 18 Letter of Transmittal ...... 37 Decisions, Approvals and Conditions...... 18 Support Agreement...... 18 PRINCIPAL LEGAL MATTERS...... 38 Master Carve-Out Agreement ...... 18 Regulatory Matters...... 38 Benefits of the Transaction...... 18 Competition Matters...... 38 Factors considered by the Special Hart-Scott-Rodino Antitrust Committee ...... 18 Improvements Act of 1976 (United Recommendation of the Board of States) ...... 38 Directors ...... 20 Competition Matters in other Fairness Opinion...... 20 jurisdictions...... 38 Stock Exchange Listing ...... 20 Investment Canada Act...... 39 Corporate Structure ...... 20 Canadian Securities Law Matters ...... 39 Selected Combined Carve-Out and Pro Forma Financial Information...... 23 CERTAIN TAX CONSIDERATIONS...... 40 Canadian Federal Income Tax Canadian Tax Considerations...... 40 Considerations...... 24 Shareholders Resident in Canada...... 40 Record Date...... 24 Distribution of the New GLV Shares ...... 41 Required Vote...... 24 Disposition of GL&V Shares ...... 41 Proxy...... 24 Shareholders Not Resident in Canada .... 42 Letter of Transmittal...... 24 Distribution of New GLV Shares ...... 42 Withholding Tax Liability of THE MEETING AND GENERAL PROXY Non-Residents of Canada...... 42 INFORMATION...... 25 Disposition of GL&V Shares ...... 43 Proxies...... 25 U.S. Federal Income Tax Considerations Voting Rights, Voting Shares and Principal for United States Shareholders...... 43 Holders ...... 25 Receipt of the New GLV Shares...... 44 Sale or Other Disposition of THE ARRANGEMENT ...... 27 GL&V Shares...... 45 Background to the Arrangement...... 27 Information Reporting and Backup Benefits of the Transaction...... 29 Withholding Tax...... 45 Factors considered by the Special Committee ...... 29 THE SUPPORT AGREEMENT ...... 45 Recommendation of the Board of Conditions Precedent to the Arrangement....46 Directors ...... 30 Mutual Conditions Precedent...... 46 Fairness Opinion...... 31 Additional Conditions Precedent to the Pre-Arrangement Steps...... 31 Obligations of FLS and BidCo...... 46 Creation of New GLV ...... 31 Additional Conditions Precedent to the Units, Virtual Shares and GL&V Options .31 Obligations of GL&V...... 47 Arrangement Steps...... 32 Representations and Warranties ...... 47 Details of the Arrangement...... 32 Covenants ...... 47 Interests of Certain Persons in the Covenants of GL&V ...... 47 Arrangement...... 33 Covenants of FLS and BidCo ...... 51

5 Covenants of GL&V Regarding Competition...... 67 Non-Solicitation ...... 51 Intellectual Property ...... 67 Consideration of Alternative Transactions.... 52 Employees ...... 68 Right to Match...... 53 Business Premises ...... 68 Termination Fee...... 53 Pulp and Paper Group ...... 69 Expenses Reimbursement ...... 54 History...... 71 Termination Rights...... 54 Recent Development and Acquisitions .... 72 Termination by GL&V ...... 54 Key Strengths ...... 73 Termination by FLS and BidCo ...... 54 Customers...... 73 Termination by either GL&V or FLS and Suppliers – Subcontractors...... 73 BidCo ...... 54 Competition...... 74 Pre-Acquisition Reorganizations ...... 55 Intellectual Property ...... 74 Employees ...... 74 CARVE-OUT TRANSACTIONS...... 55 Business Premises ...... 75 Master Carve-Out Agreement ...... 55 Carve-Out Shares and Carve-Out NEW GLV’S BUSINESS STRATEGY ...... 76 Assets and Carve-Out Purchase Seek Sustainable Growth...... 76 Price...... 55 Improve Profitability...... 76 Representations or Warranties...... 56 Manufacturing Unit ...... 78 Indemnification ...... 56 Financing of New GLV ...... 78 Employees...... 58 IP License Agreement ...... 58 SELECTED FINANCIAL INFORMATION AND Transitional Services Agreement...... 58 MANAGEMENT’S DISCUSSION AND Transitional Services ...... 58 ANALYSIS OF FINANCIAL CONDITIONS Fees...... 58 AND RESULTS OF OPERATIONS ...... 79 Transitional Period...... 58 Selected Combined Carve-Out and Pro Non-Competition and Non-Solicitation Forma Financial Information ...... 79 Agreement ...... 58 Management’s Discussion and Analysis of Non-Competition Covenant ...... 58 Financial Conditions and Results of Confidentiality and Non-Solicitation...... 59 Operations...... 80 Dividends ...... 99 RESALE OF NEW GLV SHARES...... 59 Description of Share Capital ...... 99 New GLV Subordinate Voting Shares MARKET PRICES AND TRADING VOLUMES and New GLV Multiple Voting OF GL&V SHARES...... 59 Shares ...... 100 GL&V Multiple Voting Shares and Preferred Shares...... 101 GL&V Subordinate Voting Shares...... 59 Corporate Governance Practices...... 101 GL&V Multiple Voting Shares...... 59 Remuneration of Directors ...... 102 GL&V Subordinate Voting Shares...... 60 Employment Contracts...... 102 New GLV Stock Option Plan...... 102 INFORMATION CONCERNING FLS...... 60 Directors and Senior Executive Officers .....104 Directors...... 104 INFORMATION CONCERNING GL&V...... 60 Registrar and Transfer Agent...... 107 Auditors ...... 107 INFORMATION CONCERNING NEW GLV...... 61 General Overview...... 61 RISK FACTORS ...... 107 Intercorporate Relationships...... 62 Holding Company Structure...... 107 Water Treatment Group...... 63 Value of the New GLV Shares ...... 108 Municipal Market ...... 63 Liquidity ...... 108 Industrial Market...... 63 Customers and Markets...... 108 Expertise...... 64 Suppliers ...... 108 History ...... 64 Vulnerability to Exchange Rate Recent Developments and Acquisitions...64 Fluctuations...... 109 Key Strengths...... 66 Interest Rates...... 109 Customers ...... 66 Hedging Investments ...... 109 Suppliers – Subcontractors ...... 66 Credit...... 109

6 Acquisitions...... 109 APPENDIX "D" – “”APPLICATION FOR Additional Sources of Financing...... 109 INTERIM AND FINAL ORDERS, NOTICE Competition and Technological Change .... 109 OF PRESENTATION AND INTERIM Dependence on Key Personnel...... 109 ORDER...... D-1

SOLICITING OF PROXIES...... 110 APPENDIX "E" – SUPPORT AGREEMENT ...... E-1

LEGAL MATTERS...... 110 APPENDIX "F" – NEW GLV STOCK OPTION PLAN ...... F-1 COMPARISON OF SHAREHOLDERS RIGHTS ...... 110 APPENDIX "G" – PUT-CALL AGREEMENT...... G-1 Dissent or Dissenters’ Appraisal Rights ..... 110 Oppression Remedy...... 111 APPENDIX "H" – DEPOSITARY AGREEMENT H-1 Shareholder Derivative Actions ...... 111 APPENDIX "I" – AUDITED BALANCE SHEET Required Vote for Certain Transactions ..... 112 OF NEW GLV AS AT MAY 15, 2007 ...... I-1 Amendment of Articles ...... 112 Requisition of Shareholders Meeting...... 112 APPENDIX "J" – PRO FORMA Shareholder Proposals ...... 113 CONSOLIDATED BALANCE SHEET OF NEW GLV AS AT MARCH 31, 2007 ...... J-1 QUESTIONS AND FURTHER ASSISTANCE . 113 APPENDIX "K" – PRO FORMA APPROVAL OF THE BOARD OF CONSOLIDATED STATEMENT OF DIRECTORS...... 114 EARNINGS OF NEW GLV FOR THE YEAR ENDED MARCH 31, 2007...... K-1 AUDITORS’ CONSENT ...... 115 APPENDIX "L" – AUDITED COMBINED APPENDIX "A" – ARRANGEMENT CARVE-OUT FINANCIAL STATEMENTS RESOLUTION...... A-1 OF THE RETAINED BUSINESSES AS AT MARCH 31, 2007 AND FOR THE THREE APPENDIX "B" – ARRANGEMENT BY-LAW .....B-1 YEAR PERIOD ENDED MARCH 31, 2007...L-1 APPENDIX "C" – OPINION OF CIBC WORLD MARKETS INC...... C-1

7 NOTICE TO SHAREHOLDERS IN THE UNITED STATES

The solicitation of proxies and the transactions contemplated herein involve securities of a Canadian issuer and are being effected in accordance with Canadian corporate and securities laws. Shareholders should be aware that the disclosure requirements under such Canadian laws may differ from the disclosure requirements under United States corporate and securities laws, and that this Circular has not been filed with the United States Securities and Exchange Commission or the securities regulatory authority of any state within the United States.

The historical financial information pertaining to GL&V and New GLV included herein has been prepared in accordance with Canadian generally accepted accounting principles. Canadian generally accepted accounting principles differ from United States generally accepted accounting principles in certain material respects, and the historical financial information included herein has been subject to Canadian auditing and auditor independence standards and thus may not be comparable to historical financial information of United States companies.

Shareholders should be aware that the receipt of the Arrangement Consideration will be taxable in Canada and may be taxable in such other country where a Shareholder is resident. Shareholders who are residents in, or citizens of, the United States may also have tax consequences in the United States. These consequences are not fully described in the Circular. All Shareholders are advised to consult their tax advisors to determine any particular tax consequences for them with regards to the transactions contemplated by the proposed Arrangement.

The enforcement by Shareholders of civil liabilities under the United States federal securities laws may be affected adversely by the fact that each of GL&V and New GLV is organized under the laws of a jurisdiction other than the United States, that some of their directors and officers are residents of countries other than the United States, that experts named in this Circular are residents of countries other than the United States, and that all or a substantial portion of the assets of GL&V and New GLV may or will be located outside the United States. As a result, it may be difficult or impossible for United States Shareholders to effect service of process within the United States upon GL&V, New GLV or their directors or officers or to realize against them upon judgments of courts of the United States predicated upon civil liabilities under the federal securities laws of the United States or "blue sky" laws of any state within the United States. In addition, Shareholders should not assume that the courts of Canada: (a) would enforce judgments of United States courts obtained in actions against GL&V, New GLV or their directors or officers predicated upon civil liabilities under the federal securities laws of the United States or "blue sky" laws of any state within the United States; or (b) would enforce, in original actions, liabilities against GL&V, New GLV or their directors or officers predicated upon civil liabilities under the federal securities laws of the United States or "blue sky" laws of any state within the United States.

FORWARD-LOOKING STATEMENTS

Except for statements dealing with historical facts that appear in the Circular, certain statements set forth in this Circular that describe the objectives, projections, estimates, expectations or forecasts of GL&V and New GLV may constitute forward-looking statements within the meaning of securities legislation. Forward-looking statements involve risks, uncertainties and other factors unknown to GL&V in consequence of which the future results suggested by these forward-looking statements regarding GL&V or New GLV could be affected. While GL&V has endeavored to identify the significant factors, including those mentioned under "Risk Factors", in respect of which actual results could differ materially from those mentioned in the forward-looking statements, there is no assurance that such forward-looking statements will prove to be accurate, given that actual results and future events could differ materially from those set out in the statements.

8 GLOSSARY OF TERMS

Unless the context otherwise requires, the following terms which are used in this Circular are intended to have the meanings set forth below. Unless otherwise indicated, these defined terms are not used in the appendices included herein.

“Acquisition Proposal” means any proposal or offer made by any person other than FLS or BidCo (or any Affiliate of FLS or BidCo or any person acting in concert with FLS or BidCo or any Affiliate of FLS or BidCo) with respect to any merger, amalgamation, arrangement, business combination, liquidation, dissolution, recapitalization, take-over bid, sale, lease, license, mortgage, hypothecation, pledge, transfer or other disposition of a material portion of the assets of GL&V and its subsidiaries taken as a whole, whether in a single transaction or series of transactions, any sale or acquisition of 20% or more of GL&V’s securities of any class or rights or interests therein or thereto or a single transaction or series of transactions or similar transactions involving GL&V or its subsidiaries, excluding the transactions contemplated by the Support Agreement and the Arrangement;

“Affiliate” has the meaning ascribed thereto in the Securities Act;

“Arrangement” means the Arrangement proposed under Sections 49 and 123.107 and following of the QCA on the terms and subject to the conditions set out in the Arrangement By-Law, subject to any amendments or variations thereto made in accordance with the terms of the Support Agreement and the Arrangement By-Law or made at the direction of the Court in the Final Order;

“Arrangement By-Law” means By-Law No. 2007-1 of GL&V relating to the Arrangement substantially in the form and content of Appendix “B” to this Circular, and any amendments or variations thereto made in accordance with the terms thereof and the terms of the Support Agreement or made at the direction of the Court in the Final Order;

“Arrangement Consideration” means, (i) for each GL&V Multiple Voting Share, (a) an amount equal to the difference between $33 and the aggregate amount per GL&V Multiple Voting Share of any dividend or other distribution or payment (whether in cash, shares or property) declared, set aside or paid by GL&V during the period from April 19, 2007 to the Purchase Time, other than as contemplated in the Arrangement, and (b) one New GLV Multiple Voting Share; and (ii) for each GL&V Subordinate Voting Share, (a) an amount equal to the difference between $33 and the aggregate amount per GL&V Subordinate Voting Share of any dividend or other distribution or payment (whether in cash, shares or property) declared, set aside or paid by GL&V during the period from April 19, 2007 to the Purchase Time, other than as contemplated in the Arrangement, and (b) one New GLV Subordinate Voting Share;

“Arrangement Resolution” means the resolution of the Shareholders confirming the Arrangement By-Law as required by the Interim Order and applicable Laws substantially in the form attached hereto as Appendix “A”;

“Articles of Amendment” means the articles of amendment of GL&V in respect of the Arrangement required under the QCA to be filed with the Enterprise Registrar after the Final Order has been issued;

"Assumed Liabilities" has the meaning described under the heading "Carve-Out Transactions;

“Audited Balance Sheet of New GLV” means, unless otherwise determined by the Parties, the consolidated audited balance sheet of New GLV as at the Carve-Out Closing Date and prepared on a post-Carve-Out Transactions and post-Arrangement basis;

“BidCo” means 4417861 Canada Inc., a corporation incorporated under the CBCA and a wholly-owned subsidiary of FLS or an assignee or successor thereof;

“Board of Directors” or “Board” means the board of directors of GL&V;

9 “Business Day” means any day, other than a Saturday, a Sunday or a statutory holiday in Montreal, Québec, Canada or Copenhagen, Denmark;

“Canadian GAAP” means, for those generally accepted accounting principles stated in the Handbook of the Canadian Institute of Chartered Accountants, such principles so stated;

"Carve-Out Assets" has the meaning described under the heading "Carve-Out Transactions";

"Carve-Out Closing Date" means the date of the Closing as described in the Master Carve-Out Agreement;

"Carve-Out Purchase Price" has the meaning described under the heading "Carve-Out Transactions";

"Carve-Out Shares" has the meaning described under the heading "Carve-Out Transactions";

"Carve-Out Taxes" means any cash Taxes payable by GL&V, or by any of the Share Vendors, the Asset Vendors, SpinCo Holdco 1, or any other subsidiary of GL&V in connection with or arising as a result of the Carve-Out Transactions, including any amount due under Part VI.1 of the Tax Act and as a result of the failure to withhold or remit taxes under Part XIII of the Tax Act in connection with the Carve-Out Transactions;

“Carve-Out Tax Statement” means the unaudited statement of the Carve-out Taxes as at the Carve-Out Closing Date and prepared by New GLV on a consolidated post-Carve-Out Transactions and post-Arrangement basis;

“Carve-Out Term Sheet” means the term sheet setting out the principal terms and conditions of the Master Carve-Out Agreement, as set forth in Schedule B to the Support Agreement;

"Carve-Out Transactions" means those transactions as described in the Master Carve-Out Agreement and the subsequent distribution of the New GLV Shares to the Shareholders pursuant to the Arrangement, the whole subject to the Support Agreement and to such amendments that the parties may agree to pursuant thereto;

"Cash" means, unless otherwise determined by the Parties, all cash on hand or in the bank and marketable securities of New GLV as shown in the Audited Balance Sheet of New GLV;

“CDS” means CDS Clearing and Depository Services Inc.;

“Certificate of Amendment” means the certificate to be issued by the Enterprise Registrar in respect of the Arrangement and the Articles of Amendment pursuant to Section 123.109 of the QCA;

“Change in GL&V Recommendation” means any withdrawal, modification or qualification (or to publicly propose to or publicly state that the Board of Directors intends to withdraw, modify or qualify) in any manner adverse to FLS and BidCo of GL&V’s recommendation to its Shareholders to vote in favor of the Arrangement;

“Circular” means, collectively, the Notice of Special General Meeting and this Information Circular dated June 20, 2007 (including all of its appendices) for the purposes of the Meeting, as amended, supplemented or otherwise modified;

“Closing” means the execution and delivery of the documents required as a condition to the completion of, or to complete, the Arrangement;

“Closing Date” means the second day after the satisfaction or waiver (subject to applicable Laws) of all of the conditions (excluding conditions that, by their terms, cannot be satisfied until the Closing Date, but subject to the satisfaction or, where permitted, waiver of those conditions as of the Closing Date) set forth in the Support Agreement, unless another time or date is agreed to in writing by the Parties;

10 “Confidentiality Agreement” means the letter agreement dated January 17, 2007 between FLS and GL&V, as amended by paragraph B of the March 1, 2007 agreement between FLS and GL&V, as further amended, extended or restated from time to time;

“Court” means the Superior Court of Québec;

“CRA” means the Canada Revenue Agency;

"Debt" means, unless otherwise determined by the Parties, the bank indebtedness, the short-term portion of long-term debt and the long-term portion of long-term debt (in all circumstances whether interest- bearing or not) of New GLV as shown in the Audited Balance Sheet of New GLV and shall include any inter-company indebtedness that has not been repaid in full on or prior to the Carve-Out Closing Date;

“Depositary Agreement” means the Depositary Agreement to be entered into on June 26, 2007 between FLS, GL&V and the Transfer Agent, substantially in the form attached hereto as Appendix “H” and pursuant to which FLS will irrevocably deposit with the Transfer Agent, funds representing the aggregate cash portion of the Arrangement Consideration for payment of all GL&V Shares, and GL&V will irrevocably deposit with the Transfer Agent, certificates representing the New GLV Shares to be redistributed to Shareholders under the Arrangement;

“Effective Date” means the date shown on the Certificate of Amendment;

“Effective Time” means 00:01 a. m. (Montreal time) on the Effective Date;

“Enterprise Registrar” means the Enterprise Registrar appointed under the QCA;

"Estimated Debt" has the meaning described under the heading "Carve-Out Transactions";

"Estimated Unit and Virtual Share Payment" has the meaning described under the heading "Carve-Out Transactions";

“Excluded Divisions” or the “Retained Businesses” means all subsidiaries, assets, businesses, liabilities and employees of GL&V not relating to the GL&V Process Group, including assets, liabilities and employees relating exclusively to the Water Treatment Group, the Pulp and Paper Group, the manufacturing operations (formerly treated as a reportable segment) and the group headquarters of GL&V;

“Fairness Opinion” means the written opinion of the Financial Advisor to the Special Committee dated April 19, 2007, a copy of which is attached hereto as Appendix “C”;

"Final Net Debt" means the Net Debt as shown on the Audited Balance Sheet of New GLV;

“Final Order” means the final order of the Court approving the Arrangement, as such order may be varied at any time prior to the Effective Date or, if appealed, then unless such appeal is withdrawn or denied, the final order of the appelate Court;

“Financial Advisor to GL&V” means National Bank Financial Inc.;

“Financial Advisor to the Special Committee” means CIBC World Markets Inc.;

“FLS” means FLSmidth & CO. A/S, a company incorporated under the laws of Denmark, and the parent company of BidCo;

“FMD” means Fasken Martineau DuMoulin LLP, counsel to the Special Committee;

“GAAP” means generally accepted accounting principles;

11 “GL&V” means Groupe Laperrière & Verreault Inc., a company constituted under Part IA of the QCA;

“GL&V Multiple Voting Shares” means the Class B multiple voting shares in the share capital of GL&V;

“GL&V Options” means the outstanding GL&V Subordinate Voting Share purchase options granted under one of the GL&V Stock Option Plans;

“GL&V Process Group” means the divisions of GL&V and its subsidiaries that specialize in products and services related to the liquid/solid separation processes intended for metal and ore processing, including recausticizing products and services at pulp and paper mills, as well as the upgrading and optimization services for existing metal and ore processing equipment;

“GL&V Shares” means, collectively, the GL&V Multiple Voting Shares and the GL&V Subordinate Voting Shares;

“GL&V Stock Option Plans” means, collectively, the 1992 Stock Option Plan for the Executive Officers, Executive Employees and Directors of GL&V and its subsidiaries, as amended, and the 2000 Stock Option Plan for Executive Officers, Executive Employees, Directors and Employees of GL&V and its subsidiaries, as amended;

“GL&V Subordinate Voting Shares” means the Class A subordinate voting shares in the share capital of GL&V;

“Governmental Entity” means (i) any multinational, federal, provincial, state, regional, municipal, local or other government, governmental or public department, ministry, central bank, court, tribunal, arbitral body, commission, board, bureau or agency, domestic or foreign; (ii) any subdivision, agent or authority of any of the foregoing; or (iii) any quasi-governmental or private body, including any tribunal, commission, regulatory agency or self-regulatory organization, exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing;

“HSR Act” means the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended from time to time;

“Intermediary” means an intermediary that a Non-Registered Holder may deal with, including banks, trust companies, securities dealers or brokers and trustees or administrators of self-directed registered plans and similar plans;

“Interim Order” means the interim order to be rendered by the Court concerning the Arrangement under subsection 49 (1) of the QCA, providing for, among other things, the calling and holding of the Meeting for the purpose of considering and, if deemed advisable, approving the Arrangement By-Law, a copy of which is attached hereto as Appendix “D”;

“Law” or “Laws” means all laws (including common law and civil law), by-laws, statutes, rules, regulations, principles of law and equity, injunctions, orders, rulings, ordinances, judgments, decrees or other requirements, whether domestic or foreign, and the terms and conditions of any grant of permit of any Governmental Entity or self-regulatory authority (including the TSX), and the term “applicable” with respect to such Laws (including environmental laws, Securities Laws and the QCA) and in a context that refers to one or more Parties, means such Laws as are applicable to such Party or its business, undertaking, property or securities and emanate from a person having jurisdiction over the Party or Parties or its or their business, undertaking, property or securities;

“Letter of Transmittal” means the letter of transmittal delivered to Shareholders (printed on blue paper) with this Circular which, when duly completed and returned with a certificate or certificates for GL&V Shares and all other documents identified therein, will enable a Shareholder to receive the Arrangement Consideration;

12 “Lock-Up and Voting Agreement” means an agreement entered into on April 19, 2007 between FLS, BidCo and the Supporting Shareholders;

“Master Carve-Out Agreement” means the master carve-out agreement together with the individual local conveyance agreements for Carve-Out Shares and/or Carve-Out Assets, to be entered into between GL&V and certain of its subsidiaries and SpinCo and certain of its subsidiaries after the Final Order has been obtained relating to the acquisition by SpinCo and its subsidiaries of the Excluded Divisions;

“Material Adverse Effect” means any fact, change, effect, event or occurrence that, individually or in the aggregate with all other facts, changes, effects, events or occurrences, (i) is, or could reasonably be expected to be, material and adverse to the assets, business, affairs, results of operations or financial condition of GL&V and its subsidiaries, taken as a whole, or (ii) would reasonably be expected to materially impair or delay the ability of GL&V to perform its obligations hereunder, in each case, other than any fact, change, effect, event or occurrence relating to (a) a change in the market trading price of the Shares in and for itself; (b) the announcement of the execution of the Support Agreement or the transactions contemplated in the Support Agreement; (c) the identity of FLS or BidCo, or (d) any change in applicable Laws or in GAAP. For greater certainty, reference to “subsidiaries” in this definition shall exclude the Excluded Divisions;

“Meeting” means the Special General Meeting of the Shareholders of GL&V to be held on Friday, July 27, 2007 and any adjournments or postponements or delay thereof, which is to be called and held in accordance with the Interim Order to consider and, if deemed advisable, to approve the Arrangement By-Law;

"Net Debt" means, unless otherwise determined by the Parties, the amount by which the Debt exceeds Cash;

"Net Debt Adjustment" shall mean the amount by which the Final Net Debt falls short of the amount of $50 million or the amount by which the Final Net Debt exceeds the amount of $50 million, as the case may be;

“New GLV” means GLV Inc., a corporation incorporated on May 15, 2007 under the CBCA;

“New GLV Multiple Voting Shares” means the Class B multiple voting shares in the share capital of New GLV, having attributes identical in all material respects to the GL&V Multiple Voting Shares;

"New GLV Purchase Price" has the meaning described under the heading "Carve-Out Transactions";

“New GLV Shares” means, collectively the New GLV Multiple Voting Shares and the New GLV Subordinate Voting Shares;

“New GLV Subordinate Voting Shares” means the Class A subordinate voting shares in the share capital of New GLV, having attributes identical in all material respect to the GL&V Subordinate Voting Shares;

“Non-Competition and Non-Solicitation Agreement” means the non-competition and non-solicitation agreement to be entered into between New GLV and GL&V dated as of the Carve-Out Closing Date;

“Non-Registered Holder” means a shareholder who is a beneficial owner, and not a registered holder, of GL&V Shares;

“Non-Resident Shareholder” means a shareholder who, for the purposes of the Tax Act and at all relevant times, (i) has not been and is not resident or deemed to be resident in Canada; and (ii) does not use or hold and is not deemed to use or hold shares in connection with carrying on a business in Canada;

13 “Option Purchase Price” means $33 less the aggregate amount per GL&V Subordinate Voting Share of any dividend or other distribution or payment (whether in cash, shares or property) declared, set aside or paid by GL&V during the period from April 19, 2007 to the Purchase Time, other than as contemplated in the Arrangement;

“Parties” means GL&V, FLS and BidCo, and “Party” means either of them;

“Person” includes any individual, firm, partnership, joint venture, venture capital fund, association, trust, trustee, executor, administrator, legal personal representative, estate, group, body corporate, corporation, unincorporated association or organization, Governmental Entity, syndicate or other entity, whether or not having legal status;

“Profit Sharing Program” means the Profit Sharing Program intended for certain employees of GL&V;

“Proposed Transaction” has the meaning ascribed thereto under the heading “The Arrangement – Background to the Arrangement”;

“Pulp and Paper Group” means the division of GL&V and its subsidiaries specializing in the design and marketing of equipment used in various stages of pulp and paper production, including pulp preparation, sheet formation and finishing, as well as the upgrading and optimization services for existing pulp and paper equipment;

“Purchase Date” means the next day following the Effective Date;

“Purchase Time” means 00:02 a.m. (Montreal time) on the Purchase Date;

“Put-Call Agreement” means the put-call agreement to be entered into on or prior to the Effective Date between FLS, BidCo and GL&V substantially in the form attached hereto as Appendix “G” and containing the irrevocable undertaking from BidCo to acquire the GL&V Shares for the cash portion of the Arrangement Consideration and the irrevocable undertaking from GL&V to exercise, on behalf of the Shareholders, the right to sell the GL&V Shares to BidCo for the cash portion of the Arrangement Consideration;

“QCA” means the Companies Act (Québec) and the regulations made thereunder, as now in effect and as they may be amended from time to time prior to the Effective Date;

“Record Date” means June 6, 2007;

“Regulatory Approvals” means those sanctions, rulings, consents, orders, exemptions, permits and other approvals (including the lapse, without objection, of a prescribed time under a statute, rule or regulation that states that a transaction may be implemented if a prescribed time lapses following the giving of notice without an objection being made) of Governmental Entities required to consummate the Arrangement, including those set forth in Schedule A of the Support Agreement;

“Related Party Rules” means the rules pertaining to the protection of minority securityholders in special transactions as provided in Regulation Q-27 Respecting Protection of Minority Securityholders in the Course of Certain Transactions in Québec and the Ontario Securities Commission Rule 61-501 Insider Bids, Issuer Bids, Business Combination and Related Party Transactions;

"Required Vote" means the affirmative vote of not less than 75% of the GL&V Multiple Voting Shares represented at the Meeting and not less than 75% of the GL&V Subordinate Voting Shares represented at the Meeting, the holders of GL&V Multiple Voting Shares and the holders of GL&V Subordinate Voting Shares each voting separately as a class;

“Resident Shareholder” means a shareholder who, for purposes of the Tax Act and any applicable income tax treaty, at all relevant time, is or is deemed to be resident of Canada;

14 “Securities Act” means the Securities Act (Québec), as now in effect and as it may be amended;

“Securities Laws” means the Securities Act, all other applicable provincial or territorial securities laws, rules and regulations and published policies thereunder and local and/or national instruments applicable in any province or territory of Canada, as now in effect or amended from time to time;

“Shareholder” means a registered holder of GL&V Multiple Voting Shares or GL&V Subordinate Voting Shares;

“Special Committee” means the special committee of the Board of Directors composed of Claude Boivin (Chairman), Michel Baril, Denyse Chicoyne and Pierre Monahan;

“SpinCo” means 4424981 Canada Inc., a corporation incorporated on May 15, 2007 under the CBCA;

"SpinCo Holdco 1" means 4424972 Canada Inc., a corporation incorporated on May 15, 2007 under the CBCA;

"Superior Proposal" means any unsolicited written Acquisition Proposal (i) that relates to (A) not less than all of the outstanding Shares, (B) or all or substantially all of the assets of GL&V and its subsidiaries taken as a whole, or (C) all or substantially all of the assets of the GL&V Process Group, (ii) which the Board of Directors determines, in its good faith judgment, after receiving the advice of the Financial Advisor to the Special Committee and after taking into account all the terms and conditions of the Acquisition Proposal, is on terms and conditions more favourable to the Shareholders than those contemplated by the Support Agreement (including any alterations to the Support Agreement agreed to in writing by FLS and BidCo in response thereto in accordance with Section 7.3 of the Support Agreement), and (iii) for which financing, to the extent required, is then committed;

“Support Agreement” means the support agreement entered into between FLS, BidCo and GL&V dated April 19, 2007 in relation to the Arrangement and the transactions contemplated therein attached hereto as Appendix E;

“Supporting Shareholder” means Laurent Verreault, 3033548 Nova Scotia Company, Trust Laurent Verreault and Richard Verreault, and “Supporting Shareholders” means all of them collectively;

“Tax Act” means the Income Tax Act (Canada), as amended from time to time and the regulations made thereunder, as now in effect and as they may be promulgated or amended from time to time prior to the Effective Date;

“Taxes” means all federal, state, provincial, territorial, county, municipal, local, domestic or foreign taxes, duties, imposts, levies, assessments, tariffs and other charges imposed, assessed or collected by a Governmental Entity including, but not limited to, (i) any gross income, instalments, net income, gross receipts, business, royalty, capital, capital gains, goods and services, value added, severance, stamp, franchise, occupation, premium, capital stock, sales and use, real property, land transfer, personal property, ad valorem, transfer, license, profits, windfall profits, environmental, payroll, employment, employer health, pension plan, anti-dumping, countervail, excise, customs, severance, occupation, or premium tax, (ii) all withholdings on amounts paid to or by the relevant person, (iii) all employment insurance premiums, Canada Pension Plan, provincial and any other governmental pension plan contributions or premiums, unemployment insurance contributions, working compensations and deductions at source, (iv) any tax imposed, assessed, or collected or payable pursuant to any tax-sharing agreement or any other contract relating to the sharing or payment of any such tax, levy, assessment, tariff, duty, deficiency, or fee, (v) any fine, penalty, interest, or addition imposed with respect to any of these amounts, and (vi) any liability for any of the foregoing as a transferee, successor, guarantor, or by contract or by operation of law;

15 "Tax Return" means all reports, forms, elections, designations, schedules, statements, estimates, declarations of estimated tax, information statements and returns and any other filings relating to, or required to be filed in connection with any Taxes;

“Transaction” means collectively the Arrangement and the transactions contemplated by the Master Carve-Out Agreement;

“Transfer Agent” means Computershare Investor Services Inc., at its offices set out in the Letter of Transmittal;

"Transitional Period" has the meaning described hereto under the heading "Carve-Out Transactions";

"Transitional Services" has the meaning described hereto under the heading "Carve-Out Transactions";

“Transitional Services Agreement” means the transitional services agreement to be entered into between GL&V and New GLV dated as of the Carve-Out Closing Date;

“TSX” means the Toronto Stock Exchange;

“U.S. Securities Act” means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder as now in effect as the same may be amended from time to time prior to the Effective Date;

“Units” means the units granted under the Profit Sharing Program;

"Unit and Virtual Share Payment" means the product of (i) the amount paid or payable by GL&V to the holders of Units and Virtual Shares in connection with each Unit and each Virtual Share calculated in accordance with the Profit Sharing Program and Virtual Share Program and paid in the manner described in the Support Agreement, less the cash purchase price per GL&V Share paid by BidCo pursuant to the Put-Call Agreement and (ii) the number of Units and Virtual Shares outstanding on the Effective Date;

"Unit and Virtual Share Payment Adjustment" shall mean (i) the amount by which the Unit and Virtual Share Payment exceeds the Estimated Unit and the Virtual Share Payment or (ii) the amount by which the Estimated Unit and Virtual Share Payment exceeds the Unit and Virtual Share Payment, as the case may be;

“Virtual Shares” means the Virtual Shares granted under the Virtual Share Program and the share units granted to the members of the Board pursuant to the compensation policy for the members of the Board;

“Virtual Share Program” means the Virtual Share Granting Program for certain employees of GL&V and the compensation policy for the members of the Board; and

“Water Treatment Group” means the division of GL&V and its subsidiaries that specialize in the development and marketing of equipment and services for the pre-treatment and treatment of municipal and industrial wastewater, drinking water and water used in various industrial process, including industrial and process feed water treatment, wastewater treatment prior to discharge into a publicly owned treatment work (POTW), receiving stream, lake or public access body of water, as well as water intake screening products and services and upgrading and optimization services for existing water treatment equipment.

16 SUMMARY

The following is a summary of certain information contained in this Circular, including its appendices. This summary is not intended to be complete and is qualified in its entirety by the more detailed information and financial statements (including the notes thereto) contained elsewhere in this Circular, including its appendices. All references to “$” or “dollars” are to Canadian dollars unless otherwise indicated. Capitalized terms are defined in the Glossary of Terms, which immediately precedes this summary. Shareholders of GL&V are urged to read carefully this Circular, the accompanying documents and the attached appendices.

Information Concerning the Meeting

Date, Time and Place

The Special General Meeting of the Shareholders of GL&V will be held at the Omni Mont-Royal Hotel, Pierre-de-Coubertin Room, 1050 Sherbrooke Street West, Montreal, Québec, on Friday, July 27, 2007, at 10:30 a.m. local time.

Purpose

The Meeting is being called, pursuant to an interim order of the Court to consider, and if deemed advisable (i) pass, with or without variation, the Arrangement Resolution, and (ii) approve the New GLV Stock Option Plan.

The Companies

GL&V

GL&V is a world leader in liquid/solid separation technologies used in a large number of industrial, municipal and environmental processes. GL&V was founded in 1975 and has been a public company since 1986. GL&V has approximately 2,500 employees worldwide. GL&V Subordinate Voting Shares and GL&V Multiple Voting Shares are listed and traded on the TSX under the symbol GLV.A and GLV.B respectively.

FLS

FLS is a Danish company founded in 1882 with a registered office in Copenhagen. The company has been listed on the Copenhagen Stock Exchange since 1968. FLS has approximately 7,000 employees worldwide.

BidCo

4417861 Canada Inc. was incorporated under the CBCA on April 19, 2007 and is a wholly-owned subsidiary of FLS. 4417861 Canada Inc. was incorporated and organized solely for the purpose of acquiring all of the issued and outstanding GL&V Shares and has not otherwise carried on any material business or activity.

New GLV

New GLV was incorporated under the CBCA on May 15, 2007 and, as of the date hereof, is a wholly-owned subsidiary of GL&V. New GLV was incorporated and organized for the purpose of acquiring indirectly all of the issued and outstanding shares or assets of the Excluded Divisions.

The Arrangement

Pursuant to the Arrangement, (i) holders of GL&V Multiple Voting Shares will receive for each GL&V Multiple Voting Share, (a) an amount equal to the difference between $33 and the aggregate amount per GL&V Multiple Voting Share of any dividend or other distribution or payment (whether in cash, shares or property) declared, set aside or paid by GL&V during the period from April 19, 2007 to the Purchase Time, other than as contemplated in the Arrangement, and (b) one New GLV Multiple Voting Share; and (ii) holders of GL&V Subordinate Voting Shares will receive for each GL&V Subordinate Voting Share, (a) an amount equal to the difference between $33 and the aggregate amount per GL&V Subordinate Voting Share of any dividend or other distribution or

17 payment (whether in cash, shares or property) declared, set aside or paid by GL&V during the period from April 19, 2007 to the Purchase Time, other than as contemplated in the Arrangement, and (b) one New GLV Subordinate Voting Share. Subsequently, New GLV will continue the businesses of the Excluded Divisions presently carried out by GL&V.

Financing for the Arrangement

FLS has obtained the required financing to effect payment in full for all of the GL&V Shares to be acquired pursuant to the Arrangement.

Decisions, Approvals and Conditions

The completion of the Arrangement is conditional, in particular, on i) the determination or deemed determination by the applicable minister designated for purposes of the Investment Canada Act that the Arrangement is likely to be of “net benefit to Canada” for the purposes of such Act; ii) the approvals pursuant to the Securities Laws, as required, and iii) the expiration of the applicable waiting period and/or approval under any competition, merger control or similar law of a Governmental Entity having jurisdiction over any Party or the Arrangement or any transaction contemplated herein.

Moreover, the Arrangement must be approved by not less than 75% of the votes cast in each class of Shares of GL&V, by Shareholders present or represented by proxy at the Meeting, in favor of the resolution confirming the Arrangement By-Law.

Finally, the Arrangement requires the approval of the Court. GL&V intends, immediately after approval of the Arrangement by its Shareholders, to petition the Court on or about July 30, 2007 to obtain the Final Order of the Court approving the Arrangement.

Support Agreement

Pursuant to the Support Agreement, it was agreed that, subject to the terms and conditions set forth in such agreement, the New GLV Subordinate Voting Shares would be distributed to the holders of GL&V Subordinate Voting Shares and the New GLV Multiple Voting Shares would be distributed to the holders of GL&V Multiple Voting Shares and FLS and BidCo would acquire all of the GL&V Shares issued and outstanding at the Purchase Time for a price equal to the cash portion of the Arrangement Consideration per GL&V Share pursuant to the Arrangement. See the heading “The Support Agreement”.

Master Carve-Out Agreement

The Master Carve-Out Agreement will provide for the terms and conditions of the transfer of the Excluded Divisions from GL&V to New GLV. See the heading “Carve-Out Transactions”.

Benefits of the Transaction

The Board of Directors believes that the Transaction is consistent with GL&V’s core objective of maximizing shareholder value. The Arrangement Consideration provides Shareholders with a significant immediate return on the GL&V Process Group’s assets and also offers them the opportunity to continue participating in the growth of the Excluded Divisions to be carried out by New GLV, which development will be directed by substantially the same senior management team.

In addition, the Transaction will provide New GLV with the opportunity to increase its focus on the growth of the Water Treatment Group and continue to leverage a well established Pulp and Paper Group, in order to deliver to its shareholders consistent profitable business growth in these segments.

Factors considered by the Special Committee

18 that the Transaction is fair to the Shareholders and in the best interests of GL&V, and recommended to the Board of Directors that GL&V enters into a Support Agreement and recommends to the Shareholders that they vote in favour of the Arrangement Resolution.

In reaching their conclusion and making their recommendation, the members of the Special Committee relied on their personal knowledge of GL&V and the industry in which GL&V is involved, on the review and analysis of the draft agreements submitted to them, on the Fairness Opinion, which was satisfactory to the Special Committee, on the factors and analysis described above and on discussions with FMD and the Financial Advisor to the Special Committee.

In reaching its conclusion, the Special Committee considered numerous factors, including among other things, the following:

• on April 19, 2007, the Financial Advisor to the Special Committee delivered to the Special Committee the Fairness Opinion to the effect that based upon and subject to the assumptions, limitations and qualifications contained therein as of the date therof, the Financial Advisor to the Special Committee was of the opinion that the Arrangement Consideration is fair, from a financial point of view, to the Shareholders;

• the Arrangement Consideration reflects a major increase relative to the recent trading prices of the GL&V Shares on the TSX, representing an attractive premium over recent GL&V’s share trading prices;

• management of GL&V had determined that the price offered by FLS for the GL&V Process Group notably reflects that the ore processing industry, presently undergoing consolidation, recognizes added value in global suppliers capable of offering comprehensive solutions that complete customers’ process flow sheets;

• through ownership of New GLV Shares, Shareholders will have an opportunity to continue to participate in the future prospects and the growth of New GLV, of which key senior executives and principal shareholders will remain substantially the same as those of GL&V;

• the fact that the Supporting Shareholders of GL&V, who collectively owned, on April 19, 2007, 65.1% of the GL&V Multiple Voting Shares and approximately 0.2% of the GL&V Subordinate Voting Shares, have entered into the Lock-Up and Voting Agreement to vote in favour of the Arrangement Resolution;

• pursuant to the terms of the Support Agreement, the Special Committee remains in a position to respond to an Acquisition Proposal which is more favorable to the Shareholders, if that Acquisition Proposal is a Superior Proposal; and

• the process to be followed to approve the Arrangement, including the fact that the Arrangement Resolution must be approved by at least 75% of the votes cast at the Meeting by holders of GL&V Multiple Voting Shares and holders of GL&V Subordinate Voting Shares, each voting separately as a class, the fact that a majority of the GL&V Subordinate Voting Shares are not held by the Supporting Shareholders or members of GL&V’s senior management, and the requirement for the Court to approve the Arrangement and to issue the Final Order reflecting its approval.

The foregoing discussion of the information and factors considered by the Special Committee is not intended to be exhaustive but addresses the major information and factors considered by the Special Committee in its consideration of the Transaction. In reaching its conclusion, the Special Committee did not find it practical to, and did not, assign any relative or specific weight to the different factors which were considered, and individual members of the Special Committee may have given different weight to different factors.

19 Recommendation of the Board of Directors

BASED ON THE RECOMMENDATION OF THE SPECIAL COMMITTEE AND ITS ANALYSIS OF THE ARRANGEMENT, THE BOARD OF DIRECTORS BELIEVES THAT THE ARRANGEMENT IS FAIR AND IN THE BEST INTERESTS OF GL&V AND THE SHAREHOLDERS. ACCORDINGLY, THE BOARD OF DIRECTORS HAS UNANIMOUSLY (MESSRS. LAURENT AND RICHARD VERREAULT ABSTAINING) RECOMMENDED THAT SHAREHOLDERS VOTE IN FAVOR OF THE ARRANGEMENT.

Fairness Opinion

The Special Committee selected the Financial Advisor to the Special Committee in order to assist the Special Committee in its financial review of the Arrangement and among others, to provide an opinion as to the fairness, from a financial point of view, of the Arrangement Consideration to be received by the Shareholders pursuant to the Arrangement.

At the meeting of the Special Committee on April 19, 2007, the Financial Advisor to the Special Committee delivered its verbal opinion, subsequently confirmed in writing, to the effect that, as of that date and based upon and subject to the assumptions, limitations and qualifications contained therein, the Arrangement Consideration offered to the Shareholders pursuant to the Arrangement was fair, from a financial point of view, to the Shareholders.

The full text of the Fairness Opinion, which sets forth, among other things, the information reviewed, the matters considered, the assumptions made and the limitations and qualifications on the scope of review undertaken by the Financial Advisor to the Special Committee in rendering the Fairness Opinion, is attached as Appendix “C” to this Circular.

The Fairness Opinion was provided to the Special Committee for its use in considering the Arrangement. The Fairness Opinion is not a recommendation to any Shareholders as to how to vote at the Meeting. The Fairness Opinion was only one of a number of factors taken into consideration by the Special Committee in making its determination that the Arrangement is fair to the Shareholders and is in the best interests of GL&V and to recommend to the Board of Directors of GL&V that it recommends to the Shareholders to vote in favour of the Arrangement.

Pursuant to the terms of its engagement letter with GL&V, the Financial Advisor to the Special Committee is to be paid a fee for rendering the Fairness Opinion. Such fee is not contingent upon completion of the Arrangement. In addition, GL&V has agreed to reimburse the Financial Advisor to the Special Committee for its reasonable out-of-pocket expenses and to indemnify the Financial Advisor to the Special Committee against certain liabilities.

Stock Exchange Listing

An application was filed with the TSX to list the New GLV Shares following the completion of the Arrangement.

The TSX has conditionally approved the listing of the New GLV Shares subject to the satisfaction of customary requirements of the TSX.

Corporate Structure

The following is a summary of the corporate structure of GL&V as of June 20, 2007 and of New GLV on a post-arrangement basis.

Selected Combined Carve-Out and Pro Forma Financial Information

The following sets forth selected combined carve-out and unaudited pro forma financial data of New GLV that should be read in conjunction with: (i) the management’s discussion and analysis under the heading “Selected Financial Information and Management Discussion and Analysis of Financial Conditions and Results of Operations”; and (ii) the combined carve-out financial statements as at March 31, 2007, and for the three year period then ended, the unaudited pro forma consolidated statement of earnings for the year ended March 31, 2007, the unaudited pro forma consolidated balance sheet as at March 31, 2007 and the respective notes thereto that are included elsewhere in this Circular. The unaudited pro forma consolidated balance sheet gives effect to the acquisition of the Retained Businesses by New GLV from GL&V, as if the Transaction had taken place on March 31, 2007.

Canadian Federal Income Tax Considerations

The distribution of the New GLV Shares shall be effected through a reduction of the paid-up capital of the GL&V Shares, the declaration of a dividend or a combination of both, the amount of such reduction or declaration being determined by the Board of Directors, prior to the Effective Time and in accordance with the Support Agreement. Except to the extent such distribution is effected through a reduction of the paid-up capital, the distribution will be treated as a taxable dividend corresponding to the fair market value of the New GLV Shares on the Effective Date. Where the dividend is received by a Non-Resident Shareholder, such dividend will be subject to Canadian withholding tax.

A Resident Shareholder who disposes of GL&V Shares under the Arrangement, will generally realize a capital gain (or capital loss) for Canadian federal income tax purposes equal to the amount by which the amount of cash received for such GL&V Shares under the Arrangement exceeds (or is less than) the adjusted cost base of the GL&V Shares. For that purpose, the adjusted cost base of the GL&V Shares will be reduced by an amount equal to the portion of the distribution, if any, that represents a reduction of paid-up capital of the GL&V Shares. Any capital gain realized by a Non-Resident Shareholder upon the disposition of the GL&V Shares will generally not be subject to Canadian federal income tax unless such GL&V Shares represent taxable Canadian property to such Non-Resident Shareholder and do not constitute treaty-protected property. See "Certain Canadian Tax Considerations".

Record Date

The record date for the purpose of determining Shareholders entitled to receive notice of and to attend and vote at the Meeting is June 6, 2007.

Required Vote

The Arrangement Resolution must be approved by the affirmative vote of not less than 75% of the GL&V Multiple Voting Shares represented at the Meeting and not less than 75% of the GL&V Subordinate Voting Shares represented at the Meeting, the holders of GL&V Multiple Voting Shares and the holders of GL&V Subordinate Voting Shares each voting separately as a class.

The New GLV stock option plan must be approved by a resolution passed by a simple majority of the votes cast as the Meeting.

Proxy

Separate class votes will be held at the Meeting in respect of each of the GL&V Multiple Voting Shares and GL&V Subordinate Voting Shares. Please complete and return the appropriate form of proxy for each class of GL&V Shares held by you. In order to be used at the Meeting, a duly executed proxy must be received by the Transfer Agent by 5:00 p.m. (Montreal time) on July 25, 2007.

Letter of Transmittal

Shareholders will have received with this Circular a Letter of Transmittal printed on blue paper. In order to receive the Arrangement Consideration for GL&V Shares, Shareholders must complete and sign the Letter of Transmittal enclosed with this Circular and deliver it and the other documents required by it, including the certificates representing the GL&V Shares held, to the Transfer Agent in accordance with the instructions contained in the Letter of Transmittal. Shareholders can request additional copies of the Letter of Transmittal by contacting the Transfer Agent. The Letter of Transmittal is also available on the SEDAR website at www.sedar.com.

The Letter of Transmittal contains procedural information relating to the Arrangement and should be reviewed carefully. Non-Registered Holders should carefully follow the instructions from the Intermediary that holds GL&V Shares on their behalf in order to deposit the GL&V Shares.

Any use of mail to transmit certificate(s) for GL&V Shares and/or Letters of Transmittal is at the risk of the relevant Shareholder. If these documents are mailed, it is recommended that registered mail, with return receipt requested, and with proper insurance, be used.

THE MEETING AND GENERAL PROXY INFORMATION

This Circular is furnished in connection with the solicitation of proxies by management of GL&V for use at the Meeting of the holders of GL&V Multiple Voting Shares and holders of GL&V Subordinate Voting Shares to be held on Friday, July 27, 2007 at the time, place and for the purposes set forth in the foregoing Notice of Meeting, and at any adjournment or postponement thereof.

Unless otherwise stated, all information in this Circular is as of June 20, 2007. As well, unless otherwise stated, all amounts referred to in this Circular are in Canadian dollars.

The solicitation of proxies will be made by mail and, by telephone, in writing or in person. GL&V will pay brokers and other persons holding Shares for others their reasonable expenses for sending proxy materials to the beneficial owners in order to obtain voting instructions. GL&V will bear all expenses in connection with the solicitation of proxies.

GL&V has engaged the services of Kingsdale Shareholder Services Inc. to solicite proxies. See the heading “Soliciting of Proxies”.

Proxies

In order to be used at the Meeting, a proxy must be received by the Transfer Agent, by 5:00 p. m. (Montreal time) on July 25, 2007. A proxy must be in writing and must be executed by the Shareholder or by the Shareholder’s attorney authorized in writing. A proxy may be revoked at any time by the person giving it, to the extent that it has not been exercised, by filing a written notice with the Secretary of GL&V. A proxy may also be revoked if the Shareholder attends the Meeting in person and so requests.

The persons whose names appear on the enclosed forms of proxy will vote all the GL&V Shares in respect of which they are appointed to act in accordance with the instructions indicated on the form of proxy. In the absence of such instructions, the GL&V Shares will be voted IN FAVOR of the Arrangement Resolution and the approval of the New GLV stock option plan.

The forms of proxy enclosed with this Circular confer discretionary authority on the person or persons named as proxy with respect to all amendments or variations to the matters identified in the Notice of Meeting and with respect to any other matter that may properly come before the Meeting. Management of GL&V presently knows of no matter to come before the Meeting other than the matters identified in the Notice of Meeting.

Every Shareholder has the right to appoint a person to act on his or her behalf at the Meeting other than those whose names appear on the form of proxy. To exercise this right, the Shareholder must insert his nominee’s name in the blank space provided for such purpose in the form of proxy or prepare another proxy in proper form.

Voting Rights, Voting Shares and Principal Holders

The voting shares of GL&V are its Multiple Voting Shares and its Subordinate Voting Shares. Each GL&V Multiple Voting Share carries 10 votes and each GL&V Subordinate Voting Share carries one vote with respect to all matters coming before the Meeting.

Each GL&V Multiple Voting Share may, at any time, at the holder’s option, be converted into one GL&V Subordinate Voting Share.

The holders of outstanding GL&V Multiple Voting Shares and GL&V Subordinate Voting Shares of record at the close of business on the Record Date are entitled to receive notice of, and vote at the Meeting. Each holder of GL&V Multiple Voting Shares or GL&V Subordinate Voting Shares who acquired such shares after the Record Date will be entitled to vote at the Meeting provided such holder establishes that he or she is a Shareholder and requests that GL&V, at least 48 hours before the Meeting, register such holder on the list of Shareholders

entitled to vote. Furthermore, holders of GL&V Multiple Voting Shares or GL&V Subordinate Voting Shares issued from treasury after the Record Date will also be entitled to vote such shares at the Meeting.

The GL&V Subordinate Voting Shares and the GL&V Multiple Voting Shares are listed on the TSX under the stock symbol “GLV. A” and “GLV. B”, respectively.

As of May 31, 2007, 2,607,359 GL&V Multiple Voting Shares and 21,852,521 GL&V Subordinate Voting Shares were issued and outstanding, respectively.

As of May 31, 2007, to the knowledge of management of GL&V, the only persons exercising control or direction over more than 10% of the voting rights outstanding attached to any securities of the share capital of GL&V are as follows:

Number of GL&V Number of GL&V Multiple Voting Percentage of Subordinate Voting Percentage Percentage Shares the class Shares held of the class of Voting Rights

3033548 Nova Scotia Company(1) 1,673,040 64.17% -- -- 34.91%

(1) All of the voting rights of this company are owned by Trust Laurent Verreault.

THE ARRANGEMENT

Background to the Arrangement

In September 2006, FLS communicated with Mr. Richard Verreault, President and Chief Operating Officer of GL&V, to discuss the possible interest of GL&V to carry out joint activities. During a visit by Mr. Richard Verreault to FLS’s offices in Denmark on October 4, 2006, Mr. Verreault advised FLS that such an option would not be pursued by GL&V, and mentioned that FLS could consider a transaction involving GL&V instead.

In late November 2006, FLS expressed an interest in discussing a possible acquisition by FLS of the GL&V Process Group. On January 5, 2007, Mr. Laurent Verreault, Chairman of the Board and Chief Executive Officer of GL&V and Mr. Richard Verreault travelled to Denmark to discuss with senior executives of FLS a possible transaction concerning the purchase of the GL&V Process Group by FLS, discussions which lead to the negotiation and execution by GL&V and FLS of the Confidentiality Agreement on January 17, 2007.

From January 27 to January 29, 2007, senior executives of FLS came to Montreal to attend GL&V’s management presentations on the activities of GL&V and more particularly those of the GL&V Process Group. During the course of these discussions, it was confirmed that FLS’s interest was limited solely to the GL&V Process Group, which was in line with its business strategy and assets. As a result of this situation, Messrs. Laurent and Richard Verreault contemplated a possible management buy out scenario regarding the Excluded Divisions in order to facilitate the conclusion of a transaction with FLS.

On February 2, 2007, FLS wrote to the Board of Directors and to Messrs. Laurent and Richard Verreault to express their non-binding interest in acquiring the GL&V Process Group following a management buy out of the Excluded Divisions (the “Initial Transaction”).

On February 5, 2007 the Board of Directors created the Special Committee comprised entirely of directors who are independent of GL&V and FLS, to consider the Initial Transaction. The Special Committee was comprised of Mr. Claude Boivin (Chairman), Mr. Michel Baril, Mrs. Denyse Chicoyne and Mr. Pierre Monahan. The Board of Directors determined that each member of the Special Committee was independent of GL&V and of FLS.

The mandate of the Special Committee included the following actions: (i) to consider, review and analyze the Initial Transaction as a whole, including any proposal to acquire all or a substantial portion of GL&V’s assets, to implement an arrangement or to consider a take-over bid; (ii) to consider, review and analyze any agreement to be entered into in connection with the Initial Transaction; (iii) to review the application of the Related Party Rules pursuant to the Securities Laws to the Initial Transaction; (iv) to appoint at the expense of GL&V any professional advisor, including legal and financial advisors to assist the Special Committee in fulfilling its mandate; (v) if thought necessary or advisable by the Special Committee, to suggest to the parties any changes or alternatives to the Initial Transaction that the Special Committee considered in the interest of the Shareholders; (vi) to make a recommendation to the Board of Directors as to whether the Initial Transaction was fair to the Shareholders and whether it should be recommended to them; and (vii) if the Initial Transaction was approved by the Shareholders, to monitor its implementation. Members of the Special Committee received a remuneration similar to that paid to members of the Audit Committee. ln addition, the chairman of the Special Committee received a fee of $25,000 for his work as Chairman.

On February 6, 2007, the Special Committee retained FMD to act as its legal counsel. FMD confirmed that it was independent of all Parties. FMD advised the members of the Special Committee on their duties and responsibilities in light of the Special Committee’s mandate and reconfirmed the independence of its members.

Subsequently, the Special Committee selected the Financial Advisor to the Special Committee to assist the Special Committee in its financial review of the Initial Transaction, to prepare, if required under the Related Party Rules, a formal valuation of GL&V and to prepare an opinion as to the fairness, from a financial point of view, of the consideration to be received by the Shareholders pursuant to the Initial Transaction. The Special Committee determined that the Financial Advisor to the Special Committee was independent of all Parties.

On February 8, 2007, GL&V retained the services of the Financial Advisor to GL&V to assist GL&V’s management to structure the Initial Transaction and implement the transfer of the Excluded Divisions.

On February 9, 2007, the Special Committee, with the assistance of its advisors, reviewed the key terms of the Initial Transaction and considered the exclusivity sought by FLS and its request that Mr. Laurent Verreault enter into an irrevocable lock-up, and reported on its preliminary findings at a meeting of the Board held the same day.

On February 14, 2007, the Special Committee received reports on the status of the negotiations with FLS, Mr. Laurent Verreault and GL&V. The Special Committee continued its analysis of the exclusivity sought by FLS and its request that Mr. Laurent Verreault enter into an irrevocable lock-up. During that meeting, the Financial Advisor to the Special Committee reported to the Special Committee as to the information obtained at that time and made a presentation of the key economic considerations and methods to be relied upon in determining that the consideration to be offered to the Shareholders is fair from a financial point of view. During that meeting, the Special Committee also discussed proposed alternatives to the implementation of the Initial Transaction, and determined that the creation of New GLV to regroup the Excluded Divisions and the distribution of New GLV Shares to the Shareholders should be further analyzed.

On February 16, 2007, the Special Committee met with the senior management of GL&V to be updated on the negotiations with FLS. During that meeting, various risks associated with the implementation of the Initial Transaction were reviewed, together with the various safeguard measures that could be implemented to mitigate these risks. The Special Committee further indicated that the implementation of the Initial Transaction through the creation of New GLV regrouping the Excluded Divisions and the distribution to the Shareholders of the New GLV Shares should be further analyzed and considered by both GL&V and FLS as an alternative to the Initial Transaction (the “Proposed Transaction”).

At meetings held between February 19 and February 23, 2007, the Financial Advisor to the Special Committee provided the Special Committee with its preliminary analysis and views which would support its Fairness Opinion should the Proposed Transaction be implemented and the New GLV Shares be distributed to the Shareholders. The Special Committee also reviewed in detail the terms and conditions of the proposed exclusivity agreement requested by FLS.

On March 1st, 2007, GL&V, Mr. Laurent Verreault, 3033548 Nova Scotia Company, Trust Laurent Verreault, Mr. Richard Verreault and FLS executed an exclusivity agreement pursuant to which the parties would negotiate only with each other for a period of 45 days, subject however to the fiduciary obligations of the Board of Directors.

Throughout March, FLS conducted due diligence on the GL&V Process Group and continued discussions with GL&V as to the structure of the Proposed Transaction and its implementation through the creation of New GLV and the distribution of the New GLV Shares. GL&V also initiated the preparation of financial statements reflecting the activities to be pursued by New GLV and the Excluded Divisions.

Between March 30, 2007 and April 19, 2007, GL&V, FLS and their respective advisors negotiated the terms of the Support Agreement, including the Carve-Out Term Sheet. During the same period, FLS, the Supporting Shareholders and the respective advisors negotiated the terms of the Lock-Up and Voting Agreement.

On April 13, 2007, the Special Committee met to review the terms of the Proposed Transaction as negotiated by GL&V and FLS to be implemented through the Arrangement. During that meeting, the Special Committee also reviewed the key business and financial issues of the Proposed Transaction, identified what it considered to be the principal risks to which the Proposed Transaction would be subject, and other legal and business considerations that the Special Committee considered relevant, under the circumstances.

On April 18, 2007, the Special Committee met to receive reports from FMD and the Financial Advisor to the Special Committee regarding the various outstanding issues in the negotiations between FLS and GL&V. The Special Committee further reviewed the employment agreement of Mr. Laurent Verreault in light of the Related Party Rules to determine whether payments to be received by Mr. Laurent Verreault in connection with the

Arrangement would provide him with a collateral benefit under the Related Party Rules. During that meeting, the Special Committee received a preliminary report from the Financial Advisor to the Special Committee on the fairness, from a financial point of view, of the Arrangement Consideration.

Further to the presentation of the Financial Advisor to the Special Committee, FMD summarized the material provisions of the Arrangement By-Law, the Support Agreement and the Lock-Up and Voting Agreement. FMD also summarized the material terms and conditions of the Carve-Out Term Sheet.

On April 19, 2007, the Special Committee met to finalize its review of the Support Agreement, Lock-Up and Voting Agreement and Carve-Out Term Sheet. During that meeting, FMD summarized the current status of these agreements and outlined the matters still subject to negotiation. Subsequently, the Financial Advisor to the Special Committee provided the Special Committee with its updated financial analysis supporting the Fairness Opinion and a verbal opinion, subsequently confirmed in writing, to the effect that as of April 19, 2007, based upon and subject to the assumptions, limitations and qualifications contained therein, the Financial Advisor to the Special Committee was of the opinion that the Arrangement Consideration was fair, from a financial point of view, to the Shareholders.

On April 19, 2007, at a special meeting of the Board of Directors held after the meeting of the Special Committee, the Chairman of the Special Committee reported on the opinion received from the Financial Advisor to the Special Committee, on the recommendation of the Special Committee and on the reasons for its recommendation. At that meeting, FMD made a presentation of the material provisions of the Arrangement By-Law, the Support Agreement and the Lock-Up and Voting Agreement. FMD also summarized the material terms and conditions of the Carve-Out Term Sheet. Also at that Meeting, the Financial Advisor to the Special Committee made a presentation of the financial analysis supporting the Fairness Opinion to the Board of Directors.

After these presentations and further discussion, the Board of Directors voted unanimously, Messrs. Laurent and Richard Verreault abstaining, to authorize the execution of the Support Agreement.

The Support Agreement was thereafter executed on behalf of each of GL&V and FLS, and the Supporting Shareholders entered into the Lock-Up and Voting Agreement. The Transaction was publicly announced prior to market opening on April 20, 2007.

Benefits of the Transaction

Factors considered by the Special Committee

The Special Committee, after an extensive review and thorough discussion of all facts and issues it considered relevant with respect to the Transaction, and based on the information presented to it, concluded unanimously that the Transaction is fair to the Shareholders and in the best interest of GL&V, and recommended to the Board of Directors that GL&V enters into a Support Agreement and that the Board of Directors recommends to the Shareholders that they vote in favour of the Arrangement Resolution.

on the factors and analysis described above and on discussions with FMD and the Financial Advisor to the Special Committee.

In reaching its conclusion, the Special Committee considered numerous factors, including among other things, the following:

• on April 19, 2007, the Financial Advisor to the Special Committee delivered to the Special Committee the Fairness Opinion to the effect that based upon and subject to the assumptions, limitations and qualifications contained therein as of the date thereof, the Financial Advisor to the Special Committee was of the opinion that the Arrangement Consideration was fair, from a financial point of view, to the Shareholders;

Recommendation of the Board of Directors

BASED UPON THE RECOMMENDATION OF THE SPECIAL COMMITTEE AND ITS ANALYSIS OF THE ARRANGEMENT, THE BOARD OF DIRECTORS BELIEVES THAT THE ARRANGEMENT IS FAIR AND IN THE BEST INTERESTS OF GL&V AND THE SHAREHOLDERS. ACCORDINGLY, THE BOARD OF DIRECTORS HAS UNANIMOUSLY (MESSRS. LAURENT AND RICHARD VERREAULT ABSTAINING) RECOMMENDED THAT SHAREHOLDERS VOTE IN FAVOR OF THE ARRANGEMENT.

Fairness Opinion

The Special Committee selected the Financial Advisor to the Special Committee to assist the Special Committee in its financial review of the Arrangement and among others, to provide an opinion as to the fairness, from a financial point of view, of the Arrangement Consideration to be received by the Shareholders pursuant to the Arrangement.

The Fairness Opinion was provided to the Special Committee for its use in considering the Arrangement. The Fairness Opinion is not a recommendation to any Shareholders as to how to vote at the Meeting. The Fairness Opinion was only one of a number of factors taken into consideration by the Special Committee in making its determination that the Arrangement is fair to the Shareholders and is in the best interests of GL&V and to recommend to the Board of Directors that it recommends to the Shareholders to vote in favour of the Arrangement.

The Board of Directors recommends that GL&V Shareholders read the Fairness Opinion in its entirety. See Appendix “C” to this Circular.

Pre-Arrangement Steps

Creation of New GLV

GL&V shall cause its subsidiaries to effect, prior to the implementation of the Arrangement, the transfer of the Excluded Divisions to New GLV, the whole pursuant to the Carve-Out Transactions steps and substantially as described in the Master Carve-Out Agreement. See the heading “Carve-Out Transactions”. Until the implementation of the Arrangement, New GLV is a wholly-owned subsidiary of GL&V.

Units, Virtual Shares and GL&V Options

GL&V shall also, prior to the implementation of the Arrangement: (i) in respect of GL&V Units and Virtual Shares, accelerate the payment, in accordance with the terms and conditions of the Virtual Share Program and the Profit Sharing Program, and pay, subject to applicable withholding Taxes, the amounts owed at such time to the holders of Units and Virtual Shares calculated in accordance with the Virtual Share Program and the Profit Sharing Program, and terminate the Virtual Share Program and the Profit Sharing Program effective at such time; (ii) in respect of GL&V Options, accelerate the vesting of all GL&V Options outstanding at such time, subject to the Required Vote being obtained at the Meeting and the Court issuing the Final Order, to allow the holders of GL&V Options to exercise them, or pay to the holder of such GL&V Options if requested by such holder, subject to applicable withholding taxes, (A) a cash amount equal to the excess, if any, of (y) the product of the number of GL&V Subordinate Voting Shares underlying the GL&V Options held by such holder and the cash portion of the Arrangement Consideration per GL&V Subordinate Voting Share over (z) the sum of the

exercise price for the GL&V Subordinate Voting Shares underlying the GL&V Options held by such holder, and (B) one New GLV Subordinate Voting Share for each GL&V Option, and (iii) terminate the GL&V Stock Option Plans effective at such time.

Any GL&V Option that is not exercised prior to the Effective Date shall be dealt with in accordance with the provisions of the Arrangement By-Law. See the heading “Arrangement Steps – Details of the Arrangement”.

Arrangement Steps

Details of the Arrangement

The complete Arrangement By-Law is attached as Appendix “B” to this Circular.

Following the execution of the Master Carve-Out Agreement and the completion of the Pre-Arrangement steps, the Arrangement will be implemented, starting on the Effective Date, in the following manner:

(i) the distribution of the New GLV Subordinate Voting Shares to the holders of the GL&V Subordinate Voting Shares, and the distribution of the New GLV Multiple Voting Shares to the holders of the GL&V Multiple Voting Shares shall be effected through a reduction of the paid-up capital on such GL&V Shares, the payment of a dividend or a combination of both. The amount of such reduction of the paid-up capital and of the dividend will be determined by resolution of the Board of Directors prior to the Effective Date and in accordance with the Support Agreement;

(ii) each GL&V Option granted and outstanding on the Effective Date shall be cancelled; in consideration for such cancellation, the holder of such cancelled GL&V Option shall receive from GL&V (a) a cash amount equal to the difference between the Option Purchase Price and the exercise price of such GL&V Option and (b) one New GLV Subordinate Voting Share;

(iii) the GL&V Stock Option Plans shall be cancelled;

(iv) on the next day following the distribution of the New GLV Shares, the amendment to the articles of GL&V which allows the exchange described in (v) below shall take effect; and

(v) following the coming into effect of the amendment of the articles of GL&V, all GL&V Shares shall be exchanged for a cash consideration of $33 per GL&V Share in accordance with the terms and conditions of the Put-Call Agreement. Such cash consideration shall be reduced by the aggregate amount per GL&V Share of any dividend or other distribution or payment (whether in cash, shares or property) declared, set aside or paid by GL&V during the period from April 19, 2007 to the Purchase Time, other than as contemplated in the Arrangement.

The Arrangement By-Law provides that the distribution of the New GLV Shares effected through a reduction of the paid-up capital shall take effect on the Effective Date, at 1:00 a.m., that the distribution of the New GLV Shares effected through the payment of a dividend shall take effect on the Effective Date, at 1:10 a.m., that the cancellation of the GL&V Options and payment of the related consideration shall take effect on the Effective Date, at 00:01 a.m., that the cancellation of the GL&V Stock Option Plans shall take effect on the Effective Date at 00:02 a.m. and that the amendment to the articles of GL&V which allows the exchange of the GL&V Shares shall take effect on the Purchase Date, at 0:01 a.m.

From the Purchase Time, all certificates representing GL&V Shares shall represent only the right to receive, upon such deposit and receipt with the Transfer Agent, the Arrangement Consideration, less any New GLV Shares withheld pursuant to the provisions of the Arrangement By-Law, and shall no longer represent, or entitle the holder thereof to, any other rights that were attached to the GL&V Shares prior to such time. Any certificate formerly representing GL&V Shares not duly deposited on or before the sixth anniversary of the Purchase Time shall cease to represent a claim by or interest of any former Shareholder of any kind or nature against or in GL&V, FLS or Bidco.

The Arrangement By-Law provides that GL&V may amend, modify and/or supplement the Arrangement By-Law at any time provided that any such amendment, modification or supplement is contained in a written document filed with the Court and communicated to such persons as the Court may direct and, if made following the Meeting, in a written document approved by the Court and communicated to Shareholders in the manner required by the Court. The Arrangement By-Law also provides that any amendment, modification or supplement to the Arrangement By-Law may be proposed at any time prior to or at the Meeting with or without any prior notice or communication. The Arrangement By-Law further provides that the Directors of GL&V are empowered not to proceed with the Arrangement prior to the issuance of the Certificate of Amendment, without the further approval of the Shareholders in the event the Support Agreement is terminated in accordance with its terms.

For the particulars associated to the delivery of the current certificates evidencing the GL&V Shares to the Transfer Agent and the delivery of the Arrangement Consideration, see the heading “Arrangement Mechanics – Delivery of Arrangement Consideration”.

Interests of Certain Persons in the Arrangement

On April 19, 2007, Mr. Laurent Verreault and GL&V executed a release agreement pursuant to which Mr. Laurent Verreault waived his right to receive a portion of the amount he would otherwise be entitled to under his employment agreement upon the effective change of control of GL&V. Pursuant to such release agreement, Mr. Laurent Verreault will receive an aggregate amount of $2,770,000 upon the Effective Date. See the heading “Principal Legal Matters – Canadian Securities Law Matters”.

Stock Exchange Listing

GL&V has filed an application to the TSX for the listing of the New GLV Shares to be distributed to Shareholders pursuant to the Arrangement. The TSX has conditionally approved the listing of the New GLV Shares subject to the satisfaction of customary requirements of the TSX.

Votes Required

The Arrangement Resolution must be passed by the affirmative vote of not less than 75% of the GL&V Multiple Voting Shares represented at the Meeting and not less than 75% of the GL&V Subordinate Voting Shares represented at the Meeting, the holders of GL&V Multiple Voting Shares and the holders of GL&V Subordinate Voting Shares voting separately as a class.

Pursuant to the Lock-Up and Voting Agreement, the Supporting Shareholders have agreed to vote their GL&V Shares in favor of the Arrangement Resolution.

The full text of the Arrangement Resolution is attached hereto as Appendix “A”.

Lock-Up and Voting Agreement

On April 19, 2007, the Supporting Shareholders entered into a Lock-Up and Voting Agreement with FLS and BidCo in connection with the Arrangement. The Supporting Shareholders collectively hold approximately 7.13% of the outstanding GL&V Shares representing 35.57% of voting rights, consisting of 1,700,240 GL&V Multiple Voting Shares representing 65.1% of the GL&V Multiple Voting Shares, and 45,400 GL&V Subordinate Voting Shares representing approximately 0.2% of the GL&V Subordinate Voting Shares. The Supporting Shareholders also hold 350,000 GL&V Options. The following paragraphs summarize the material terms of the Lock-Up and Voting Agreement.

Under the Lock-Up and Voting Agreement, each of the Supporting Shareholders agreed, until the termination of the Lock-Up and Voting Agreement:

(i) to vote its GL&V Shares at the Meeting in favour of the Arrangement and/or any matter that could reasonably be expected to facilitate it, including at any adjournment or postponement of such Meeting;

(ii) to vote its GL&V Shares against any Acquisition Proposal or any action that would delay, prevent or frustrate the Arrangement at any meeting of Shareholders;

(iii) not to sell, transfer, pledge, hypothecate, assign or dispose, or agree to sell, transfer, pledge, hypothecate, assign or dispose any of its GL&V Shares, or any interest therein, other than to a corporation controlled by such Supporting Shareholder, which corporation shall also be subject to the Lock-Up and Voting Agreement, other than with either FLS or BidCo’s prior written consent, acting reasonably; and

(iv) not to grant any proxy or power of attorney whatsoever, or otherwise enter into any voting agreement or similar agreement, with respect to any GL&V Shares or GL&V Options other than in accordance with the Lock-Up and Voting Agreement and without either FLS or BidCo’s prior written consent.

Furthermore, pursuant to the Lock-Up and Voting Agreement, each of the Supporting Shareholders agreed:

(i) to immediately cease or cause to be terminated any existing solicitations, discussions or negotiations with any Person (other than FLS or BidCo) that has made or indicated any interest to make an Acquisition Proposal;

(ii) not to, directly or indirectly (a) solicit, initiate, knowingly facilitate or knowingly encourage (including by way of furnishing information or entering into any form of agreement, arrangement or understanding) the initiation of any inquiries or proposals regarding an Acquisition Proposal, (b) participate in any discussions or negotiations with any Person (other than FLS, BidCo and their affiliates) regarding an Acquisition Proposal, or (c) release any Person from, or fail to enforce, any confidentiality or standstill agreement or similar obligations to GL&V or any of its subsidiaries, provided, however, that this should not prevent a Supporting Shareholder, who is also a director of GL&V, nor shall it prevent an employee or officer of a Supporting Shareholder that is a director of GL&V, to fulfill his fiduciary obligations to GL&V and the Shareholders;

(iii) to promptly (and in any event within 24 hours of receipt by the Supporting Shareholder) notify FLS and BidCo, at first orally and thereafter in writing, of any Acquisition Proposal or inquiry received in its capacity as shareholder after April 19, 2007 (whether or not relating to any Acquisition Proposal or inquiry received prior to April 19, 2007) that could reasonably be expected to lead to an Acquisition Proposal, in each case received after April 19, 2007, or any amendments to the foregoing, or any request for non-public information relating to GL&V or any of its subsidiaries in connection with an Acquisition Proposal or for access to the properties, books or records of GL&V or any of its subsidiaries by any Person that informs GL&V or such subsidiary that it is considering making, or has made an Acquisition Proposal and any amendment thereto and the description of the material terms and conditions of any such Acquisition Proposal or inquiry; and

(iv) to use reasonable commercial efforts to assist FLS or BidCo to successfully complete the transactions contemplated by the Support Agreement.

The Lock-Up and Voting Agreement contains customary representations and warranties on the part of each of the Supporting Shareholders and FLS and BidCo.

The Lock-Up and Voting Agreement will terminate on the earliest to occur of the following:

(i) the date upon which the Arrangement is completed;

(ii) the date upon which FLS, BidCo and the Supporting Shareholders mutually agree to terminate the Lock-Up and Voting Agreement; or

(iii) the date upon which the Support Agreement is otherwise terminated in accordance with its terms.

Court Sanction of the Arrangement and Completion of the Arrangement

An arrangement of a company under the QCA requires sanction by the Court. On June 22, 2007, GL&V obtained the Interim Order providing for the calling and holding of the Meeting and other procedural matters. A copy of the Application for Interim and Final Orders, the Interim Order and the notice of presentation of the Application for the Final Order are attached hereto as Appendix “D”.

If the Arrangement Resolution is approved by the Shareholders at the Meeting in the manner required by the Interim Order, GL&V will apply to the Court to obtain the Final Order. The hearing in respect of the Final Order is scheduled to take place at the Montreal Courthouse, 1 Notre-Dame Street East, Montreal, Québec, in room 16.12 (or in any other room as may be designated by the Court) on July 30, 2007 at 9:15 a.m. (Montreal time), or as soon thereafter as counsel may be heard (the “Presentation Date”). Any Shareholder wishing to appear in person or to be represented by counsel at the hearing on the Application for Final Order may do so but must comply with certain procedural requirements described in the notice of presentation of the Application for Final Order, including filing an appearance with the Court and serving same upon GL&V via their counsel by July 25, 2007.

The Court has broad discretion under the QCA when making orders with respect to arrangements. The Court, when hearing the Application for the Final Order, will consider, among other things, the fairness of the Arrangement to the Shareholders. The Court may approve the Arrangement in any manner it may direct and determine appropriate.

Once the Final Order is granted and the other conditions contained in the Support Agreement are satisfied or waived to the extent legally permissible, the Articles of Amendment will be filed with the Enterprise Registrar for issuance of the Certificate of Amendment giving effect to the Arrangement.

Expenses

The estimated fees, costs and expenses of GL&V in connection with the Arrangement, including, without limitation, financial advisors' fees, filing fees, legal and accounting fees, Transfer Agent fees and printing and mailing costs, are anticipated to be approximately $6.5 millions.

Sources of Funds for the Arrangement

FLS has obtained the required financing to effect payment in full for all of the GL&V Shares to be acquired pursuant to the Arrangement.

ARRANGEMENT MECHANICS

Depositary Agreement and Put-Call Agreement

On June 26, 2007, FLS, BidCo and the Transfer Agent will enter into the Depositary Agreement.

Pursuant to the Depositary Agreement, FLS or BidCo, as the case may be, will irrevocably deposit with the Transfer Agent, prior to the Effective Date, funds representing the aggregate cash portion of the Arrangement Consideration for all GL&V Shares to be outstanding at the Purchase Time and GL&V will irrevocably deposit with the Transfer Agent, prior to the Effective Date, (i) certificates representing the New GLV Shares to be distributed to Shareholders under the Arrangement, and (ii) the funds and certificates representing the New GLV Subordinate Voting Shares to be distributed to holders of cancelled GL&V Options under the Arrangement.

The Depositary Agreement will provide for the delivery of the Arrangement Consideration to the Shareholders in the manner described under the heading “Delivery of Arrangement Consideration” below.

The Depositary Agreement will also provide for the delivery of the funds and certificate(s) representing New GLV Subordinate Voting Shares to holders of any GL&V Option that has not been exercised prior to the Effective Date.

Following satisfactory completion of all other closing conditions, prior to the Effective Date, GL&V, acting for itself and as mandatary for and on behalf and in the name of all Shareholders, FLS, BidCo and the Transfer Agent will enter into the Put-Call Agreement.

Pursuant to the Put-Call Agreement, BidCo will have the right (the “Call Right”) to irrevocably purchase, at the Purchase Time, from all but not less than all Shareholders all but not less than all of the outstanding GL&V Shares at a price per GL&V Share equal to the cash portion of the Arrangement Consideration. In order to exercise the Call Right, BidCo will have to notify the Transfer Agent and GL&V in writing of such exercise prior to 2:00 p.m. on the Effective Date.

If BidCo does not exercise the Call Right in the manner and prior to the time described above pursuant to the Put-Call Agreement, the Transfer Agent shall immediately notify GL&V of such fact. In such case, GL&V, on behalf of all but not less than all Shareholders, shall upon receipt of such notification notify the Transfer Agent and BidCo in writing that it requires BidCo to irrevocably purchase all but not less than all of the outstanding GL&V Shares held by all but not less than all Shareholders at a price per Share equal to the cash portion of the Arrangement Consideration (the “Put Right”). Upon the exercise by GL&V, on behalf of the Shareholders, of the Put Right, BidCo shall be irrevocably obligated to purchase on the Purchase Time all of the outstanding GL&V Shares registered in the name of Shareholders and each Shareholder shall be obligated to sell all of such GL&V Shares to BidCo at a price per GL&V Share equal to the cash portion of the Arrangement Consideration.

The Transfer Agent will receive reasonable and customary compensation for its services in connection with the Arrangement, will be reimbursed for certain out of pocket expenses and will be indemnified by GL&V against certain liabilities under applicable securities laws and expenses in connection therewith.

Delivery of Arrangement Consideration

As soon as practicable after the later of the Purchase Time, and the receipt by the Transfer Agent of certificate(s) representing GL&V Shares, together with a duly completed Letter of Transmittal and other documents required by the Letter of Transmittal, the holder of such surrendered certificate(s) shall be entitled to receive in exchange therefor, and the Transfer Agent shall deliver to such holder, in accordance with the instructions specified in the Letter of Transmittal, (i) a cheque issued by the Transfer Agent representing the cash portion of the Arrangement Consideration such holder is entitled to receive, and (ii) share certificate(s) representing the number of New GLV Shares such holder is entitled to receive, subject to any applicable withholding tax.

GL&V and the Transfer Agent will be entitled to deduct and withhold with respect to any transaction of the Arrangement such number of New GLV Shares as GL&V or the Transfer Agent is entitled or required to deduct under applicable Laws or income tax treaties. GL&V and the Transfer Agent are allowed to sell or otherwise dispose of such withheld New GLV Shares as is necessary to provide sufficient funds to GL&V or the Transfer Agent, as the case may be, to enable GL&V and the Transfer Agent to comply with such deduction or withholding requirement or entitlement. In such case, GL&V and the Transfer Agent shall notify the holder and remit to such holder any portion of the proceeds of disposition of such New GLV Shares that is not required to be withheld and remitted, less any applicable fees and expenses applicable thereto.

Under no circumstances will interest on the cash portion of the Arrangement Consideration be payable in connection with the Arrangement, accrue or be paid by GL&V, FLS, BidCo or the Transfer Agent to persons depositing GL&V Shares in connection with the Arrangement, regardless of any delay in making such payment.

The Transfer Agent will act as the agent of persons who have deposited GL&V Shares in connection with the Arrangement for the purpose of receiving payment of the Arrangement Consideration from BidCo and GL&V, as the case may be, and transmitting payment therof from BidCo and GL&V, as the case may be, to such persons, and receipt of the Arrangement Consideration by the Transfer Agent will be deemed to constitute receipt of payment of the Arrangement Consideration by persons depositing GL&V Shares.

Unless otherwise directed in the Letter of Transmittal, the cheque and certificate(s) representing the New GLV Shares to be issued pursuant to the Arrangement will be issued in the name of the Shareholder of the GL&V Shares deposited. Unless the person who deposits the certificate(s) representing the GL&V Shares instructs the Transfer Agent to hold the cheque and certificate(s) representing the New GLV Shares for pick up by checking the appropriate box in the Letter of Transmittal, such cheque and certificate(s) will be forwarded by insured first class mail to the address supplied in the Letter of Transmittal. If no address is provided, the cheque and certificate(s) will be forwarded to the last address of the Shareholder as shown on the register of the Transfer Agent.

In the event of a transfer of ownership of GL&V Shares prior to the Effective Date that is not registered in the transfer records of GL&V, a cheque and certificate(s) representing New GLV Shares representing the proper entitlement under the Arrangement may be delivered to the transferee if the certificate representing such GL&V Shares is presented to the Transfer Agent, accompanied by all documents required to evidence and effect such transfer prior to the Effective Date, as specified in more detail in the Depositary Agreement.

In the event any certificate representing GL&V Shares has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed, the Transfer Agent will advise of the replacement requirements in order for such person to receive the Arrangement Consideration it is entitled to.

If any Shareholder fails for any reason to deposit with the Transfer Agent certificate(s) formerly representing GL&V Shares, together with such other documents or instruments required to entitle such Shareholder to receive the Arrangement Consideration described above for such GL&V Shares, on or before the sixth anniversary of the Purchase Time, then on such anniversary date, such certificate(s) shall cease to represent a claim by or interest of any former Shareholder of any kind or nature. On such anniversary date (i) the aggregate cash portion of the Arrangement Consideration to which such former Shareholder was entitled shall be deemed to have been donated and forfeited to BidCo, and (ii) the New GLV Shares to which such former Shareholder was entitled, together with any entitlements to dividends or distributions and any interest thereon, shall be deemed to have been donated and forfeited to New GLV.

If the Arrangement does not proceed, all certificates representing GL&V Multiple Voting Shares and GL&V Subordinate Voting Shares transmitted with a related Letter of Transmittal will be returned to Shareholders at the address specified in the Letter of Transmittal by first class mail.

Letter of Transmittal

PRINCIPAL LEGAL MATTERS

Regulatory Matters

GL&V is not aware of any material licences or regulatory permits that it holds which might be adversely affected by the Arrangement or of any material approval or other action by any federal, provincial, state or foreign government or any administrative or regulatory agency that would be required to be obtained prior to the Effective Date, except as described below. The obligations of BidCo, FLS and GL&V to complete the Arrangement are subject to the condition that the Regulatory Approvals are granted.

Competition Matters

Hart-Scott-Rodino Antitrust Improvements Act of 1976 (United States)

Under the HSR Act and the rules promulgated thereunder by the Federal Trade Commission, the Arrangement cannot be completed until GL&V and BidCo or an Affiliate of BidCo file a notification and report form under the HSR Act and the applicable waiting period has expired or been terminated. At any time before or after consummation of the Arrangement, notwithstanding the expiration or early termination of the waiting period under the HSR Act, the Antitrust Division of the Department of Justice or the Federal Trade Commission could take such action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the consummation of the arrangement or seeking divestiture of substantial assets of GL&V or BidCo or an Affiliate of BidCo. At any time before or after the consummation of the arrangement, and notwithstanding the expiration or early termination of the waiting period under the HSR Act, any state could take such action under the antitrust laws as it deems necessary or desirable in the public interest. Such action could include seeking to enjoin the consummation of the Arrangement or seeking divestiture of substantial assets of GL&V or BidCo or an Affiliate of BidCo. Private parties may also seek to take legal action under the antitrust laws under certain circumstances. GL&V and BidCo have filed notification and report forms under the HSR Act with the Federal Trade Commission and the Antitrust Division of the Department of Justice on June 8, 2007.

While there can be no assurance that the Arrangement will not be subject to an in-depth assessment or that it will receive actual or deemed approval by a relevant competition authority, GL&V, based on a review of information provided by BidCo relating to the businesses in which it and its Affiliates are engaged, believes that the Arrangement can be effected in compliance with federal and state antitrust laws. The term “antitrust laws” means the Sherman Act, as amended, the Clayton Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and all other Federal and state statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws that are designed or intented to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade.

Competition Matters in other jurisdictions

GL&V and BidCo have filed for pre-merger clearance of the Transaction with the competition authorities in Brazil, Germany and South Africa, Spain and Ukraine, in accordance with applicable laws. GL&V is assisting BidCo in gathering the necessary information to make those filings, with the aim of achieving clearance in advance of the Effective Date.

There can be no assurance that the Transaction will not be challenged by a governmental authority or private party on competition grounds. GL&V, however, reasonably believes that the Transaction can be effected in compliance with all applicable competition laws. The term "competition laws" means all statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or unreasonable restraint of trade.

Investment Canada Act

Under the Investment Canada Act, certain transactions involving the acquisition of control of a Canadian business by a non-Canadian entity that exceed prescribed monetary thresholds are subject to review and cannot be implemented unless the applicable Minister responsible for the Investment Canada Act is satisfied that the acquisition is likely to be of net benefit to Canada. The Minister of Canadian Heritage (for cultural activities) and the Minister of Industry (for all other activities) are the two Ministers who are responsible for reviewing transactions. Where a transaction is subject to the review requirement (a “Reviewable Transaction”), an application for review generally must be filed with the applicable Director of Investments appointed by the responsible Minister prior to the implementation of the Reviewable Transaction. The responsible Minister is then required to determine whether the Reviewable Transaction is likely to be of net benefit to Canada.

The prescribed factors of assessment to be considered by the responsible Minister include, among other things, the effect of the investment on the level and nature of economic activity in Canada (including the effect on employment, utilization of Canadian products and services and exports), the degree and significance of participation by Canadians in the acquired business, the effect of the investment on productivity, industrial efficiency, technological development, product innovation and product variety in Canada, the effect of the investment on competition within any industry in Canada, the compatibility of the investment with national industrial, economic and cultural policies (taking into consideration corresponding provincial policies) and the contribution of the investment to Canada’s ability to compete in world markets.

The Investment Canada Act contemplates an initial review period of 45 days after filing; however, if the responsible Minister has not completed the review by that date, the responsible Minister may unilaterally extend the review period by up to 30 days (or such longer period as the Minister and the applicant may agree) to permit completion of the review. In determining whether a Reviewable Transaction is of net benefit to Canada, the responsible Minister can take into account, among other things, the previously noted factors specified in the Investment Canada Act, as well as any written undertakings that may be given by the applicant. If a notice that a Reviewable Transaction is determined not to be of net benefit to Canada is sent to the applicant, it may not be implemented (although the applicant would have an additional 30 days to make representations and submit undertakings in an effort to secure approval). If no notice is sent to the applicant by the responsible Minister within the 45 day period or the extended period, as the case may be, the Reviewable Transaction is deemed to be approved by such Minister. The acquisition of control of GL&V contemplated by the Arrangement involves the acquisition of a Canadian business by a non Canadian and exceeds the relevant monetary threshold and is therefore a Reviewable Transaction. BidCo filed an application for review under the Investment Canada Act with the Director of Investments appointed by the Minister of Industry on May 17, 2007.

Canadian Securities Law Matters

GL&V is a reporting issuer (or the equivalent) under applicable Canadian securities legislation in all Canadian provinces and is, among other things, subject to applicable securities laws of Ontario and Québec, including the Ontario Securities Commission Rule 61-501 Insider Bids, Issuer Bids, Business Combination and Related Party Transactions (the “Ontario Securities Rule”).

The Ontario Securities Rule is intended to regulate certain transactions to ensure equality of treatment among securityholders, generally requiring enhanced disclosure, approval by a majority of securityholders excluding interested or related parties, independent valuations and, in certain instances, approval and oversight of certain transactions by a special committee of independent directors. The protections afforded by the Ontario Securities Rule apply to “business combinations” (as such term is defined in the Ontario Securities Rule) which terminate the interests of securityholders without their consent.

On May 12, 2006, GL&V and Mr. Laurent Verreault entered into an employment agreement outlining, among other things, the terms and conditions applicable to Mr. Laurent Verreault acting as Chairman of the Board and Chief Executive Officer of GL&V. This agreement provides for a payment to be made to Mr. Laurent Verreault in the event of a “change of control” of GL&V. On April 19, 2007, Mr. Laurent Verreault waived his right to receive a portion of the amount he would otherwise be entitled to under the agreement as a result of the Arrangement.

See “The Arrangement – Interest of Certain Persons in the Arrangement”. The payment Mr. Laurent Verreault will receive is not a “collateral benefit” (as defined in the Ontario Securities Rule) since (i) such benefit is not conferred for the purpose, in whole or in part, of increasing the value of the consideration paid to Mr. Laurent Verreault for his GL&V Shares relinquished under the Arrangement, (ii) the conferring of such benefit is not, by its terms, conditional on Mr. Laurent Verreault supporting the Arrangement in any manner, and (iii) Mr. Laurent Verreault disclosed to the Special Committee the amount of consideration that he expects to be entitled to receive, under the terms of the Arrangement, in exchange for the GL&V Shares beneficially owned by him, and the Special Committee, acting in good faith, determined that the value of the benefit, net of any offsetting costs to Mr. Laurent Verreault, is less than 5% of the value that he will receive for his GL&V Shares under the Arrangement.

CERTAIN TAX CONSIDERATIONS

Canadian Tax Considerations

In the opinion of Gowling Lafleur Henderson LLP, Canadian counsel to GL&V and Fasken Martineau DuMoulin LLP, counsel to the Special Committee, the following summary describes the principal Canadian federal income tax considerations generally applicable to a Shareholder who, for the purposes of the Tax Act and at all relevant times, holds its GL&V Shares as a capital property, deals at arm’s length with GL&V and BidCo, and is not affiliated with, GL&V or BidCo. Generally, the GL&V Shares will be capital property to a Shareholder unless the GL&V Shares are held or were acquired in the course of carrying on a business of buying and selling securities or as part of an adventure or concern in the nature of trade. Certain Shareholders who are residents of Canada for purposes of the Tax Act and whose GL&V Shares might not otherwise be capital property may, in some circumstances, be entitled to make an irrevocable election in accordance with subsection 39(4) of the Tax Act to have such GL&V Shares and every other “Canadian security” (as defined in the Tax Act) owned by them deemed to be capital property in the taxation year of the election and in all subsequent taxation years. Such Shareholders should consult their own tax advisors for advice with respect to whether an election under subsection 39(4) of the Tax Act is available or advisable in their particular circumstances.

This summary is based upon the current provisions of the Tax Act, the regulations thereunder (the “Regulations”) and counsel’s understanding of the current administrative policies and assessing practices of the CRA made publicly available in writing prior to the date hereof. This summary also takes into account all specific proposals to amend the Tax Act and the Regulations publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the “Proposed Amendments”) and assumes that all Proposed Amendments will be enacted in the form proposed. However, no assurances can be given that the Proposed Amendments will be enacted as proposed, or at all. This summary does not otherwise take into account or anticipate any changes in law or administrative policies or assessing practices, whether by legislative, regulatory, administrative or judicial action or decision, nor does it take into account provincial, territorial or foreign tax legislation or consideration, which may be different form those discussed in this summary. This summary assumes that the GL&V Shares and the New GLV Shares will be listed on the TSX at the Purchase Time.

This summary is not applicable to a Shareholder (i) that is, for the purposes of certain rules in the Tax Act applicable to securities held by financial institutions, a “financial institution” (as defined in the Tax Act), (ii) who acquired the Shares upon the exercise of a GL&V Option, (iii) that is a “specified financial institution” as defined in the Tax Act, or (iv) that is a Shareholder on interest in which is a “tax shelter investment”, as defined in the Tax Act.

This summary is of a general nature only and is not, and is not intended to be, legal or tax advice to any particular Shareholder. This summary is not exhaustive of all Canadian Federal income tax considerations. Accordingly, Shareholders should consult their own tax advisors with respect to the income tax consequences of the Arrangement having regard to their own particular circumstances.

Shareholders Resident in Canada

The following portion of this summary is generally applicable to a Shareholder who is a Resident Shareholder.

Distribution of the New GLV Shares

Any portion of the distribution of the New GLV Shares to a Shareholder that is not distributed as a reduction of paid up capital will be treated for the purposes of the Tax Act as a taxable dividend received from a taxable Canadian corporation (hereinafter, the “Dividend Portion” of the distribution). To the extent possible, the Dividend Portion of the distribution will be designated by GL&V as an “eligible dividend”, as defined in the Tax Act. To the extent a portion of the distribution is treated as a reduction of the paid-up capital of the GL&V Shares, such amount so distributed will reduce the adjusted cost base of the GL&V Shares to the Shareholder (hereinafter, the “PUC Portion” of the distribution). Since the paid-up capital of one class of Shares is different from the paid-up capital of the other class, the PUC Portion and, thus, the Dividend Portion of the distribution will vary from one class of Shares to the other. If the adjusted cost base becomes negative as a result of such reduction, a deemed capital gain would occur from the disposition of the GL&V Shares at that time. For more details on the taxation of capital gains, see the heading “Disposition of GL&V Shares”.

The amount of the distribution to the Shareholders will correspond to the fair market value of the New GLV Shares at the Effective Date. GL&V will make a determination of value for the purposes of preparing the tax and information statements in respect of the distribution, which are required under the Tax Act to be mailed to the shareholders. GL&V will determine the fair market value of the shares so distributed prior to the Effective Date. Any determination of value by GL&V is not binding on the CRA.

For the individuals, the amount of the Dividend Portion of the distribution will be included in the individuals’ income and will generally be subject to the gross-up and the enhanced dividend tax credit rules applicable to certain taxable dividends received from taxable Canadian corporation.

Subject to a possible application of subsection 55(2) of the Tax Act, the amount of the Dividend Portion of the distribution received by a Resident Shareholder that is a corporation will generally be included in computing its income. Such a shareholder will, however, generally be entitled to deduct the amount of the distribution in computing its taxable income. Certain corporations could be liable under Part IV of the Tax Act to pay a refundable tax of 33 1/3% on the Dividend Portion of the distribution to the extent that the dividend is deductible in computing the corporation’s taxable income. Resident Shareholders that are corporations should consult their own tax advisors to determine whether these rules are applicable to them.

Since the Dividend Portion of the distribution will generally be treated for the purposes of the Tax Act as a taxable dividend, the Shareholders may be liable for tax under the Tax Act, without having received a cash payment sufficient to satisfy that liability. If the Shareholder sells the New GLV Shares, in order to satisfy that liability, there is no assurance that he will realize the price per share at which the New GLV Shares are valued for the purposes of calculating the amount of the distribution for tax purposes. If a Shareholder does not realize proceeds of disposition on the sale at least equal to the amount at which the New GLV Shares were valued for purposes of calculating the amount of the distribution, the Shareholder would realize on the Effective Date a capital loss on the disposition of the New GLV Shares, since the adjusted cost base of each New GLV Share to the Shareholder will be equal to its fair market value at the Effective Date. The general tax treatment of capital gains and capital losses is discussed under the heading “Disposition of GL&V Shares”.

Disposition of GL&V Shares

Generally, a Resident Shareholder who disposes of GL&V Shares under the Arrangement will realize a capital gain (or capital loss) equal to the amount, if any, by which the cash received by the Resident Shareholder under the Arrangement exceeds (or is less than) the aggregate of the adjusted cost base of the Shares to the Resident Shareholder and any reasonable costs of disposition. As indicated above, the PUC Portion of the distribution will reduce the adjusted cost base of the GL&V Shares to the Resident Shareholder.

Generally, a Resident Shareholder is required to include in computing its income for a taxation year one-half of the amount of any capital gain (a “taxable capital gain”) realized by the Resident Shareholder in the year. A Resident Shareholder is required to deduct one-half of the amount of any capital loss (an “allowable capital loss”) realized in a taxation year from taxable capital gains realized in the year. Allowable capital losses in excess of taxable capital gains may be carried back and deducted in any of the three (3) preceding taxation

years or carried forward and deducted in any subsequent taxation year against net taxable capital gains realized by the Resident Shareholder in such years, to the extent and in the circumstances prescribed by the Tax Act.

The amount of any capital loss realized by a Resident Shareholder that is a corporation on the disposition of a Share may be reduced by the amount of any dividends received (or deemed to be received) by it on such GL&V Share to the extent and under the circumstances prescribed by the Tax Act. Similar rules may apply where a GL&V Share is owned by a partnership or trust of which a corporation, trust or partnership is a member or a beneficiary. Resident Shareholders to whom these rules may apply should consult their own tax advisors.

A Resident Shareholder that is throughout the year a “Canadian-controlled private corporation” (as defined in the Tax Act) may be liable for a refundable tax of 6 2/3% on its “aggregate investment income”, which is defined to include an amount in respect of taxable capital gains.

Capital gains realized by an individual or a trust, other than certain trusts, may give rise to alternative minimum tax under the Tax Act. Resident Shareholder should consult their own tax advisors with respect to the alternative minimum tax provisions.

Shareholders Not Resident in Canada

The following portion of this summary is applicable to a Shareholder who is a Non-Resident Shareholder. Since the paid-up capital of one class of Shares is different from the paid-up capital of the other class, the PUC Portion and, thus, the Dividend Portion of the distribution will vary from one class of Shares to the other. Special rules, which are not discussed in this summary, may apply to a Non-Resident Shareholder that is either an insurer carrying on business in Canada and elsewhere or an authorized foreign bank, as defined in the Tax Act. Such Non-Resident Shareholders should consult their own tax advisors.

Distribution of New GLV Shares

The PUC Portion of the Distribution of New GLV Shares will not be subject to Canadian withholding tax but will reduce the adjusted cost base of the GL&V Shares to the Non-Resident Shareholders. Non-Resident Shareholders will be subject to Canadian withholding tax on the Dividend Portion of the Distribution at a rate of 25% of the fair market value of the New GLV Shares distributed as a dividend, at the time of payment or crediting subject to reduction by an applicable tax treaty. Pursuant to the provision of the tax treaty entered into between Canada and the United States (the “Tax Treaty”), the Canadian withholding tax is generally reduced to a rate of 15% if the beneficial owner of the dividend is a United States resident. Also, dividends paid or credited to a Non-Resident Shareholder that is a tax exempt organization as described in Article XXI of the Tax Treaty, will not be subject to withholding tax.

GL&V will make a determination of the fair market value of the Dividend Portion of the distribution for purposes of determining the amount of the withholding tax and preparing the tax information statements in respect of the distribution, which are required to be mailed by GL&V to the Non-Resident Shareholders. The fair market value of the Dividend Portion of the distribution will correspond to a portion of the fair market value of the New GLV Shares, including any shares withheld to satisfy any Canadian withholding tax liability. GL&V will determine the fair market value of the New GLV Shares on the Effective Date, prior to such date. Any determination of the fair market value by GL&V is not binding on the CRA. As more fully described below, the withholding tax liability will be satisfied by GL&V withholding a portion of the New GLV Shares, otherwise distributable.

Withholding Tax Liability of Non-Residents of Canada

A non-resident of Canada, for purposes of the Tax Act, will be subject to Canadian withholding tax on the fair market value of the amount of the distribution that will not be treated as reduction of the paid-up capital. The fair market value of the distribution will correspond to the fair market value of the New GLV Shares. GL&V will determine the fair market value of the New GLV Shares on the Effective Date, prior to such date. In order to satisfy this withholding tax liability, GL&V will withhold from Non-Resident Shareholders a portion of the

New GLV Shares otherwise distributable. GL&V will withhold the number of shares having a fair market value at the time the distribution is paid, as determined by GL&V in the manner described above, equal to any amount that GL&V is required to remit to the CRA in respect of its withholding tax obligation relating to the distribution. In any event, the number of withheld shares will not exceed 25% of the New GLV Shares that would otherwise be distributed to a Non-Resident Shareholder. GL&V will remit to the CRA, on behalf of that Non-Resident Shareholder, the appropriate amount of cash equal to the fair market value of any withheld shares.

Disposition of GL&V Shares

A Non-Resident Shareholder will not be subject to tax under the Tax Act on any capital gain realized on the disposition of GL&V Shares under the Arrangement unless the Shares are “taxable Canadian property” (within the meaning of the Tax Act) to the Non-Resident Shareholder at the Purchase Time and such gain is not otherwise exempt from tax under the Tax Act pursuant to the provisions of an applicable income tax treaty.

Generally, the GL&V Shares will not be taxable Canadian property to a Non-Resident Shareholder at the Purchase Time provided that (i) the Shares are listed on a prescribed stock exchange (which includes the TSX) at that time, and (ii) the Non-Resident Shareholder, persons with whom the Non-Resident Shareholder does not deal at arm’s length, or the Non-Resident Shareholder together with all such persons, has not owned 25% or more of the issued shares of any class or series of the capital stock of GL&V at any time during the sixty (60) month period that ends at the Purchase Time. Notwithstanding the foregoing, the Shares may be deemed to be taxable Canadian property in certain circumstances specified in the Tax Act

Even if the Shares are considered to be taxable Canadian property of a Non-Resident Shareholder at the Purchase Time, the Non-Resident Shareholder may be exempt from tax under the Tax Act pursuant to the terms of an applicable income tax treaty. Non-Resident Shareholders should consult their own tax advisors with respect to the availability of any relief under the terms of any applicable income tax treaty in their particular circumstances.

In the event that the GL&V Shares constitute taxable Canadian property to a Non-Resident Shareholder and any capital gain realized by the Non-Resident Shareholder on the disposition of the GL&V Shares under the Arrangement is not exempt from tax under the Tax Act by virtue of an applicable income tax treaty, then the tax consequences described above under the heading “Shareholders Resident in Canada – Disposition of the GL&V Shares” will generally apply. Non-Resident Shareholders should consult their own tax advisors regarding any Canadian reporting requirements arising from the Arrangement.

U.S. Federal Income Tax Considerations for United States Shareholders

TO ENSURE COMPLIANCE WITH U.S. TREASURY DEPARTMENT CIRCULAR 230, U.S. HOLDERS (AS DEFINED BELOW) ARE HEREBY NOTIFIED THAT: (A) ANY DISCUSSION OF U.S. FEDERAL TAX CONSIDERATIONS IN THIS INFORMATION CIRCULAR IS NOT INTENDED OR WRITTEN TO BE RELIED UPON, AND CANNOT BE RELIED UPON, BY YOU FOR THE PURPOSE OF AVOIDING PENALTIES THAT MAY BE IMPOSED UNDER U.S. FEDERAL, STATE OR LOCAL TAX LAWS; (B) SUCH DISCUSSION IS INCLUDED HEREIN IN CONNECTION WITH THE SOLICITATION OF YOUR VOTE IN CONNECTION WITH THE ARRANGEMENT AND MATTERS ADDRESSED IN THIS INFORMATION CIRCULAR; AND (C) YOU SHOULD SEEK ADVICE BASED ON YOUR PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.

The following discussion of certain U.S. federal income tax considerations to a “U.S. Holder” (as defined below) of the Arrangement does not address all U.S. federal income tax matters that may be relevant to particular U.S. Holders in light of their particular circumstances, such as U.S. Holders who are dealers in securities, financial institutions, insurance companies, tax-exempt entities, persons whose functional currency is not the U.S. dollar, persons subject to the alternative minimum tax, persons who acquired their shares in connection with compensatory transactions, persons who own or have owned during a five year look-back period 10% or more of the voting power of GL&V’s Shares outstanding, partnerships or other pass-through entities or persons who hold GL&V Shares through such entities. U.S. expatriates, persons who hold

GL&V Shares in a tax-deferred or tax-advantaged acccount and persons that hold GL&V Shares as part of a straddle or a hedging or conversion transaction.

The term “U.S. Holder” as used in this discussion means any beneficial owner of GL&V Shares that holds the GL&V Shares as “capital assets” within the meaning of Section 1221 of the Internal Revenue Code of 1986, as amended, (the “U.S. Code”) and that is: (i) a citizen or individual resident (as defined for U.S. federal income tax purposes) of the U.S.; (ii) a corporation (or other entity classified as a corporation for U.S. federal income tax purposes) organized under the laws of the U.S. or of any state or the District of Columbia, (iii) an estate whose income is subject to U.S. federal income taxation regardless of its source, and (iv) a trust, if a U.S. court is able to exercise primary supervision over the administration of the trust and one or more “United States persons”, as defined for U.S. federal income tax purposes which have the authority to control all substantial decisions of the trust, or that have elected to be treated as a United States person under applicable U.S. Treasury regulations.

This summary is based on the U.S. Code and other legal authorities, all of which are subject to change, possibly with retroactive effect or subject to different interpretations. This summary is of a general nature only and is not intended to be, and should not be construed to be, legal, business or tax advice to any shareholder, and no representation with respect to the tax consequences to any particular shareholder is made. No opinion from legal counsel and no ruling from the Internal Revenue Service has been or will be sought as to the U.S. federal income tax consequences of the Arrangement. The following summary is not binding on the Internal Revenue Service or the courts. The Internal Revenue Service could adopt a contrary position, and a contrary position could be sustained by a court. U.S. Holders are therefore urged to consult their own tax advisors as to the particular U.S. federal income tax consequences of the Arrangement that are relevant to them, including the effect and applicability of state, local or foreigh tax laws.

Receipt of the New GLV Shares

The distribution of New GLV Shares, in combination with the planned, subsequent sale or other disposition of GL&V Shares should result in the receipt of New GLV Shares failing to qualify for non-recognition of gain, loss or income to U.S. Holders under Section 355 of the U.S. Code. Each U.S. Holder who receives New GLV Shares should treat the receipt, to the extent of the fair market value of the New GLV Shares received, first as a taxable dividend to the extent of GL&V’s current and accumulated earnings and profits, then as a return of capital to the extent of such U.S. Holder’s adjusted tax basis in the U.S. Holder’s GL&V Shares and thereafter as capital gain. Provided GL&V is not a passive foreign investment company (“PFIC”), as discussed below, dividends received by a non-corporate U.S. Holder may be eligible for the current 15% maximum U.S. federal income tax rate applicable to qualifying dividends received from a qualified foreign corporation. However, dividends received by a corporate U.S. Holder may not be eligible for the dividends received deduction provided for under the U.S. Code.

GL&V generally would be classified as a PFIC for any taxable year during which either: (i) 75% or more of its gross income was passive income (as defined for United States federal income tax purposes); or (ii) on average for a taxable year, 50% or more of its assets (by value) produced, or were held for the production of passive income. For purposes of applying the foregoing tests, GL&V's proportionate share of the assets and gross income of corporations with respect to which GL&V owns or owned at least 25% of the stock (by value) would be attributed to GL&V.

While there can be no assurance with respect to the classification of GL&V as a PFIC, GL&V believes that it is not currently, and has not been, a PFIC. If GL&V currently is a PFIC, or was a PFIC at any time during a U.S. Holder’s holding period for the GL&V Shares, the U.S. federal income tax consequences of the Arrangement to such U.S. Holder will vary from the consequences described above. Dividends from a PFIC are not eligible for the 15% maximum U.S. federal income tax rate applicable to qualifying dividends received from a qualified foreign corporation. In general, if GL&V was a PFIC during a U.S. Holder's holding period for GL&V Shares, and the U.S. Holder did not make an election to treat GL&V as a qualified electing fund (a "QEF") under Section 1295 of the U.S. Code (a "QEF Election") or a mark-to-market election under Section 1296 of the U.S. Code, then the excess of the value of the New GLV Shares over 125% of the average actual distributions received in the three preceding taxable years (the “excess distribution”) must be allocated ratably to all days during the U.S. Holder’s holding period for the stock, which amounts allocated to prior-year PFIC periods are

subject to the highest rate of tax for the year to which allocated and each of the resulting tax amounts draws an interest charge as if it were an underpayment of tax for the year in question. Amounts allocated to the current taxable period are included in the U.S. Holder’s income as ordinary income and taxed at the applicable marginal tax rate for such U.S. Holder for such taxable year.

Sale or Other Disposition of GL&V Shares

Each U.S. Holder who exchanges such U.S. Holder’s GL&V Shares for cash consideration should recognize capital gain or loss equal to the difference between the U.S. Holder’s tax basis in such GL&V Shares and the cash received in exchange. Such capital gain or loss will generally be long-term capital gain or loss if the holding period for such GL&V Shares is more than one year at the Effective Time. Preferential tax rates generally apply to long-term capital gain of a U.S. non-corporate shareholder. There are currently no preferential tax rates for long-term capital gains of a U.S. Holder that is a corporation. Deductions for capital losses are subject to limitations for U.S. federal income tax purposes.

In general, if GL&V was a PFIC during a U.S. Holder's holding period for GL&V Shares, and the U.S. Holder had not made a QEF Election or a mark-to-market election under Section 1296 of the U.S. Code, then: (i) the U.S. Holder would be required to allocate gain recognized ratably over the U.S. Holder's holding period for the GL&V Shares; (ii) the amount allocated to each year other than: (x) the year of the Effective Time or (y) any year prior to the beginning of the first taxable year of GL&V for which it was a PFIC, will be subject to tax at the highest rate applicable to individuals or corporations, as the case may be, for the taxable year to which such income is allocated, (iii) an interest charge will be imposed upon the resulting tax attributable to each such year (which charge will accrue from the due date of the return for the taxable year to which such tax was allocated) and (iv) amounts allocated to the periods described in (x) and (y) will be taxable to the U.S. Holder as ordinary income. Because the U.S. federal income tax consequences to a U.S. Holder of GL&V Shares under the PFIC provisions are significant, U.S. Holders of GL&V Shares are urged to discuss those consequences with their tax advisors. In addition, U.S. Holders who are considering receipt of New GLV Shares should consider whether New GLV will be, or may be in the future, a PFIC.

Information Reporting and Backup Withholding Tax

Payments made within the U.S., or by a U.S. middleman, of proceeds arising from the sale, exchange or other taxable disposition of the GL&V Shares are generally subject to U.S. federal information reporting. Such payments may also be subject to U.S. federal backup withholding tax, at the rate of 28 %, if a U.S. Holder (1) fails to furnish such U.S. Holder’s correct U.S. taxpayer identification number (generally on Form W-9), (2) furnishes an incorrect U.S. taxpayer identification number, (3) is notified by the Internal Revenue Service that such U.S. Holder has previously failed to properly report items subject to backup withholding tax, or (4) fails to certify, under penalty of perjury, that such U.S. Holder has furnished its correct U.S. Taxpayer identification number and that the Internal Revenu Service has not notified such U.S. Holder that it is subject to backup withholding tax. U.S. Holders that are corporations generally are excluded from these information reporting and backup withholding tax rules. Any amounts withheld under the U.S. federal backup withholding rules will be allowed as a credit against a U.S. holder’s U.S. federal income tax liability, if any, or will be refunded, provided such U.S. Holder furnishes required information to the Internal Revenue Service. U.S. Holder should consult their own financial advisor, tax counsel, or accountant regarding the application to them of these information reporting and backup withholding tax rules.

UNITED STATES HOLDERS OF GL&V SHARES ARE STRONGLY URGED TO CONSULT THEIR OWN TAX ADVISORS TO DETERMINE THE PARTICULAR TAX CONSEQUENCES TO THEM OF THE ARRANGEMENT, INCLUDING THE APPLICATION AND EFFECT OF FEDERAL, STATE, LOCAL, NON-US AND OTHER TAX LAWS.

THE SUPPORT AGREEMENT

The following description of certain material provisions of the Support Agreement is a summary only, is not comprehensive and is qualified in its entirety by reference to the full text of the Support Agreement, a copy of

which was filed on SEDAR on April 25, 2007 and is attached hereto as Appendix “E” and also available through the internet at www.sedar.com.

Pursuant to the Support Agreement, it was agreed that, subject to the terms and conditions set forth in the Support Agreement, the New GLV Subordinate Voting Shares would be distributed to the holders of GL&V Subordinate Voting Shares and the New GLV Multiple Voting Shares would be distributed to the holders of GL&V Multiple Voting Shares and FLS and BidCo would acquire all of the GL&V Shares issued and outstanding at the Purchase Time for a price equal to the cash portion of the Arrangement Consideration per GL&V Share pursuant to the Arrangement.

Conditions Precedent to the Arrangement

Mutual Conditions Precedent

The Support Agreement provides that the obligations of the Parties to complete the transactions contemplated by the Support Agreement are subject to the fulfillment, on or before the Effective Time, of each of the following conditions precedent, each of which may only be waived by the mutual consent of the Parties: (a) the Arrangement shall have been approved at the Meeting by not less than the Required Vote; (b) the Interim Order and the Final Order shall each have been obtained in form and on terms reasonably satisfactory to each of GL&V, FLS and BidCo, and shall not have been set aside or modified in a manner unacceptable to such Parties, acting reasonably, on appeal or otherwise; (c) the Articles of Amendment shall have been filed with, and the Certificate of Amendment shall have been issued by, the Enterprise Registrar; (d) all Regulatory Approvals shall have been obtained or concluded or, in the case of waiting or suspensory periods, expired or been terminated; (e) no Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) that restrains, enjoins or otherwise prohibits consummation of the Arrangement or the other transactions contemplated by the Support Agreement and no private party shall have instituted a proceeding seeking any such Law and no Governmental Entity shall have notified any Party that it is considering instituting any such proceeding; (f) the New GLV Shares shall be conditionally approved for listing on the TSX by the TSX and no order, ruling or determination having the effect of suspending or ceasing the trading of such shares shall have been issued by any Governmental Entity, provided however that GL&V may not rely on this condition precedent if the condition precedent would have been satisfied but for a default by GL&V in complying with its obligations with respect to the listing of the New GLV Shares; (g) between the date of the Support Agreement and the Effective Date there shall not have occurred a fact, change, effect, event or occurrence that, individually or in the aggregate with all other facts, changes, effects, events or occurrences, (i) is, or could reasonably be expected to be, material and adverse to the assets, business, affairs, results of operations or financial condition of New GLV, or (ii) would reasonably be expected to materially impair or delay the ability of New GLV to perform its obligations under the Master Carve-Out Agreement; and (h) the Support Agreement shall not have been terminated.

Additional Conditions Precedent to the Obligations of FLS and BidCo

The Support Agreement provides that the obligations of FLS and BidCo to complete the transactions contemplated by the Support Agreement are also subject to the fulfillment of each of the following conditions precedent, each of which is for FLS and BidCo’s exclusive benefit and may be waived by FLS and BidCo: (a) all covenants of GL&V under the Support Agreement to be performed on or before the Effective Time shall have been duly performed by GL&V in all material respects; (b) the representations and warranties of GL&V set forth in the Support Agreement shall be true and correct in all respects, without regard to any materiality or Material Adverse Effect qualifications contained in them, as of the Effective Time, as though made on and as of the Effective Date (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of that specified date), unless the failure or failures of all such representations and warranties to be so true and correct in all respects would not reasonably be expected to have a Material Adverse Effect on GL&V (in addition, the representations and warranties relating to the capitalization of GL&V shall be true and correct in all material respects); (c) between the date of the Support Agreement and the Effective Date, there shall not have occurred a Material Adverse Effect; (d) there shall not exist any covenant, term or condition in any of the material contract which may be breached or cause a default or permit third parties to exercise rights against any of GL&V and its subsidiaries other than the Excluded Divisions which would result

in a Material Adverse Effect as a result of the Arrangement or the transactions contemplated by the Support Agreement and the Arrangement becoming effective; (e) all GL&V Options, Units and Virtual Shares shall have been dealt with in accordance with the terms of the Support Agreement, the Arrangement and the Master Carve-Out Agreement; (f) the Third Party Consents (as defined in the Support Agreement) shall have been obtained; (g) the Fairness Opinion shall not have been modified in an adverse manner or withdrawn; (h) GL&V, New GLV and their respective subsidiaries shall have each executed the Master Carve-Out Agreement and the Transitional Services Agreement, License and Non-Competition and Non-Solicitation Agreements referred to in the Support Agreement on terms and conditions set out in the Support Agreement; and (i) the Pre Arrangement Steps (as defined in the Support Agreement) shall have been completed to the satisfaction of FLS and BidCo acting reasonably.

Additional Conditions Precedent to the Obligations of GL&V

The obligations of GL&V to complete the transactions contemplated by the Support Agreement are also subject to the following conditions precedent, each of which is for the exclusive benefit of GL&V and may be waived by GL&V: (a) all covenants of FLS and BidCo under the Support Agreement to be performed on or before the Effective Date shall have been duly performed by FLS and BidCo, respectively, in all material respects; and (b) the representations and warranties of FLS and BidCo set forth in the Support Agreement shall be true and correct in all respects, without regard to any materiality or Material Adverse Effect qualifications contained in them, as of the Effective Date, as though made on and as of the Effective Date (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of that specified date), unless the failure or failures of all such representations and warranties to be so true and correct in all respects would not reasonably be expected to have a Material Adverse Effect on FLS or BidCo.

Representations and Warranties

The Support Agreement contains representations and warranties of GL&V and FLS and BidCo to each other as of specific dates. The assertions embodied in those representations and warranties were made solely for purposes of the contract between GL&V and FLS and BidCo and may be subject to important qualifications and limitations agreed to by GL&V, FLS and BidCo in connection with negotiating its terms.

The Support Agreement contains representations and warranties on the part of GL&V relating to the following matters, among others (some representations and warranties do not apply to the Excluded Divisions): Board of Directors approval; organization and qualification; authority relative to the Support Agreement; no violations; capitalization; reporting status and securities laws matters; ownership of subsidiaries; public disclosure record; financial statements; carve-out financial statements, attached hereto as Appendix “K”; disclosure controls and procedures; absence of certain changes; litigation; taxes; property; compliance with laws; intellectual property; insurance; environment; material contracts; Third Party Consents; pension and employee benefits; employment matters; questionable payments; financing; financial thresholds; and brokers.

The Support Agreement also contains representations and warranties of FLS and BidCo relating to matters that include: board approval; organization, standing and corporate power; authority relative to the Support Agreement; no violations; financing; and financial thresholds.

The representations and warranties of the Parties contained in the Support Agreement will not survive the completion of the Arrangement and will expire and be terminated on the earlier of the Effective Date and the date on which the Support Agreement is terminated.

Covenants

The Support Agreement also contains customary negative and affirmative covenants on the part of each Party.

Covenants of GL&V

In the Support Agreement, GL&V has agreed, among other things, that, until the earlier of the Effective Time and the time that the Support Agreement is terminated in accordance with its terms, except with the prior written

consent of FLS and BidCo (to the extent that such consent is permitted by applicable law), such consent not to be unreasonably withheld or delayed, or as contemplated by the Support Agreement or the Arrangement, in connection with an Acquisition Proposal and in accordance with the non-solicitation provisions of the Support Agreement, as is otherwise required by applicable law or as disclosed in the disclosure schedule to the Support Agreement:

(a) the business of GL&V and its subsidiaries shall be conducted only, and GL&V and its subsidiaries shall not take any action except in the usual and ordinary course of business, and GL&V shall use all commercially reasonable efforts to maintain and preserve its and its subsidiaries’ business organization, assets, properties, employees, goodwill and business relationships;

(b) GL&V shall not, and shall not permit any of its subsidiaries to, directly or indirectly: (i) amend its articles, charter or by-laws or other comparable organizational documents; (ii) in respect of the subsidiaries of GL&V, declare, set aside or pay any dividend or other distribution or payment (whether in cash, shares or property) in respect of the shares owned by any person or the securities of any subsidiary owned by a person other than GL&V other than, in the case of any subsidiary wholly-owned by GL&V, any dividends payable to GL&V or any other wholly-owned subsidiary of GL&V; (iii) adjust, split, combine or reclassify its share capital; (iv) issue, grant, sell or pledge or agree to issue, grant, sell or pledge any shares of GL&V or its subsidiaries, or securities convertible into or exchangeable or exercisable for, or otherwise evidencing a right to acquire, shares of GL&V or its subsidiaries, other than the issuance of GL&V Subordinate Voting Shares issuable pursuant to the terms of the outstanding GL&V Options; (v) redeem, purchase or otherwise acquire or subject to a lien any of its outstanding securities or securities convertible or exchangeable into or exercisable for any such securities, unless otherwise required by the terms of such securities; (vi) amend or modify the terms of any of its securities; (vii) adopt a plan of liquidation or resolution providing for the liquidation or dissolution of GL&V or any of its subsidiaries; (viii) amend its accounting policies or adopt new accounting policies, in each case except as required in accordance with GAAP; (ix) make any material tax election or settle or compromise any material tax liability; (x) except for commitments entered prior to the date of the Support Agreement, make any individual capital expenditure in excess of $100,000; or (xi) enter into, modify or terminate any contract with respect to any of the foregoing;

(c) GL&V shall not, and shall not permit any of its subsidiaries to, directly or indirectly: (i) sell, pledge, lease, license, dispose of or encumber any material assets (including the share capital of any subsidiary) of GL&V or of any subsidiary, except in the ordinary course of business consistent with past practice; (ii) acquire (by merger, amalgamation, consolidation or acquisition of shares or assets or otherwise) any corporation, partnership or other business organization or division thereof or any property or asset, or make any investment either by the purchase of securities, contributions of capital (other than to wholly-owned subsidiaries), property transfer, or purchase of any property or assets of any other person, if any of the foregoing would be material to GL&V; (iii) incur any indebtedness or issue any debt securities or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other person, or make any loans or advances, except for refinancing of existing debt on substantially market terms and except in the ordinary course of business consistent with past practice, and except as set forth in the disclosure schedule to the Support Agreement; (iv) pay, discharge or satisfy any material claims, liabilities or obligations other than the payment, discharge or satisfaction of liabilities reflected or reserved against in GL&V’s financial statements and except in the ordinary course of business consistent with past practice; (v) except as disclosed in the disclosure schedule to the Support Agreement, waive, release, grant or transfer any rights of $100,000 or more of value and except in the ordinary course of business consistent with past practice; (vi) enter into a new line of business; or (vii) authorize or propose any of the foregoing, or enter into or modify any contract to do any of the foregoing;

(d) except as disclosed in the disclosure schedule to the Support Agreement, GL&V shall not, and shall not permit any of its subsidiaries to, directly or indirectly, (i) enter into or amend in any material respect, any contract or series of contracts resulting in a new contract or series of related new contracts or modifications to an existing contract or series of related existing contracts outside of the ordinary course of business, (ii) enter into any new contract of $5 million or more in value or relating to any new technology; (iii) enter into any contract that would limit or otherwise restrict GL&V or any of its subsidiaries or any of their successors, or that would, after the Effective Date, limit or otherwise restrict FLS and BidCo or any of their subsidiaries or any of their successors, from engaging or competing in any line of business or in any geographic area in any material respect or (iv) terminate, cancel or amend in any material respect any material contract other than in the usual and ordinary course of business consistent with past practice;

(e) other than as is necessary to comply with applicable Law or contracts, or in accordance with any compensation arrangement in effect on the date of the Support Agreement disclosed in the disclosure schedule to the Support Agreement, or in the ordinary course of business consistent with past practice or as otherwise agreed to by FLS and BidCo, neither GL&V nor any of its subsidiaries (i) shall make for any shareholder, officer, director, employee or agent of GL&V or any of such subsidiaries any change in the rate or form of compensation or remuneration, (ii) grant any general salary increase, (iii) take any action with respect to the grant of any notice, severance, termination or change of control payment not in accordance with existing policies disclosed in the disclosure schedule to the Support Agreement, with respect to any shareholders, directors, officers or employees (or independent contractor) of GL&V or any of its subsidiaries; (iv) terminate the employment of any manager or officer of GL&V or its subsidiaries, (v) enter into any employment agreement or service agreement; with any shareholder, officer, director, employee, independent contractor or agent of GL&V or any of its subsidiaries nor into any termination, notice, severance, change of control agreement, (vi) increase any benefits payable under its current notice, termination, severance, separation, recognition of services, retention or change of control payment policies, (vii) adopt or materially amend or make any material contribution to any plan, compensation plan or other similar plan, agreement, trust, fund or arrangement for the benefit of shareholders, directors, officers, employees, independent contractors or agents or former shareholders, directors, officers, employees, independent contractors or agents of GL&V or any of its subsidiaries, or (viii) make any bonus or profit sharing distribution or similar payment of any kind;

(f) GL&V shall not, and shall not permit any of its subsidiaries to, make any loan, advances or capital contributions to, or investments in, any other person other than to wholly-owned subsidiaries or make any loans to any officer, director or employee of GL&V or any of its subsidiaries out of the ordinary course of business;

(g) GL&V shall not increase net staffing levels for any job category, nor hire any individual, except for vacations that must be filled;

(h) GL&V shall not, and not permit any of its subsidiaries, to waive, release, assign, settle or compromise (i) any legal action or any claim or liability exceeding $500,000 on an individual or aggregate basis other than in the usual and ordinary course of business consistent with past practice, or (ii) any legal action that is brought by any current, former or purported holder of any securities of GL&V in its capacity as such and that (A) requires any payment to such security holders by GL&V or any subsidiary or (B) adversely affects in any material respect the ability of GL&V and the subsidiaries to conduct their business in a manner consistent with past practice; and

(i) GL&V shall use its commercially reasonable efforts to cause the current insurance (or re-insurance) policies maintained by GL&V or any of its subsidiaries, including directors' and officers' insurance, not to be cancelled or terminated or any of the coverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse, replacement policies underwritten by insurance or re insurance companies of nationally recognized standing having

comparable deductions and providing coverage equal to or greater than the coverage under the cancelled, terminated or lapsed policies for substantially similar premiums are in full force and effect; provided that none of GL&V or any of its subsidiaries shall obtain or renew any insurance (or re insurance) policy for a term exceeding 12 months.

In addition, GL&V is required to:

(a) subject to the terms of the Support Agreement, (i) use all commercially reasonable efforts to obtain the Required Vote; (ii) take all lawful action to solicit proxies in favour of the Arrangement Resolution, (iii) recommend to all holders of the GL&V Shares that they vote in favour of the Arrangement, (iv) publicly reconfirm such recommendation upon the reasonable request of FLS and BidCo, and (v) not withdraw, modify, or qualify (or publicly propose to or publicly state that it intends to withdraw, modify or qualify) in any manner adverse to FLS and BidCo such recommendation, except as permitted in the Support Agreement provided, however, that GL&V may (A) make such Change in GL&V Recommendation if GL&V’s Board of Directors, after consultation with outside legal counsel, has determined that failure to take such action would be inconsistent with its fiduciary duties under applicable Law and (B) upon any such Change in GL&V Recommendation, may solicit votes of Shareholders consistent with such Change in GL&V Recommendation;

(b) use all commercially reasonable efforts to obtain Third Party Consents (as defined therein). Notwithstanding anything to the contrary in the Support Agreement, in connection with obtaining any approval or consent from any person (other than a Governmental Entity) with respect to any transaction contemplated by the Support Agreement, (i) without the prior written consent of FLS and BidCo which shall not be unreasonably withheld, none of GL&V or any of its subsidiaries shall pay or commit to pay to such person whose approval or consent is being solicited any cash or other consideration, make any commitment or incur any liability or other obligation due to such person and (ii) none of FLS and BidCo or its respective Affiliates shall be required to pay or commit to pay to such person whose approval or consent is being solicited any cash or other consideration, make any commitment to or incur any liability or other obligation;

(c) use its commercially reasonable efforts to obtain a conditional listing approval from the TSX with respect to the New GLV Shares;

(d) use its commercially reasonable efforts to effect all necessary registrations, filings and submissions of information required by Governmental Entities from GL&V or any of its subsidiaries relating to transactions contemplated by the Support Agreement and the Arrangement;

(e) apply for and use all commercially reasonable efforts to (i) assist FLS and BidCo to obtain all regulatory approvals not relating to GL&V or any of its subsidiaries, and (ii) obtain all regulatory approvals relating to GL&V or any of its subsidiaries and, in the latter case, keep FLS and BidCo reasonably informed as to the status of the proceedings related to obtaining such regulatory approvals, including providing FLS and BidCo with copies of all related applications and notifications (other than confidential information contained in such applications and notifications), in draft form, in order for FLS and BidCo to provide their comments thereon;

(f) in consultation with FLS and BidCo, defend all lawsuits or other legal, regulatory or other proceedings to which FLS or BidCo is a party challenging or affecting the Support Agreement or the consummation of the transactions contemplated hereby and by the Arrangement;

(g) promptly notify FLS and BidCo in writing of any circumstance or development that, to the knowledge of GL&V, is or would reasonably be expected to constitute a Material Adverse Effect or any change in any material fact set forth in the public disclosure record of GL&V up to 5:00 p.m. on April 19, 2007 or in the disclosure schedule to the Support Agreement;

(h) provide FLS and BidCo with a reasonable opportunity to review and comment on the advance income tax ruling request under the Tax Act contemplated in the Support Agreement prior to its filing with the CRA; and

(i) promptly inform in writing its employees and those of its subsidiaries of the actions not permitted to be taken under the Support Agreement.

Covenants of FLS and BidCo

In the Support Agreement, FLS and BidCo have agreed, and agreed to cause their subsidiaries to, perform all obligations required or desirable to be performed by FLS and BidCo or any of FLS and BidCo’s subsidiaries under the Support Agreement, co-operate with GL&V in connection therewith, and do all such other acts and things as may be necessary or desirable in order to consummate and make effective, as soon as reasonably practicable, the transactions contemplated in the Support Agreement and, without limiting the generality of the foregoing, FLS and BidCo agreed to and where appropriate agreed to cause their subsidiaries to:

(a) apply for and use all commercially reasonable efforts to obtain all regulatory approvals relating to FLS and BidCo or any of FLS’s and BidCo’s subsidiaries and relating to GL&V or any of GL&V’s subsidiaries which are typically applied for by an acquirer and, in doing so, keep GL&V reasonably informed as to the status of the proceedings related to obtaining the regulatory approvals, including providing GL&V with copies of all related applications and notifications in draft form (other than confidential information contained in such applications and notifications), in order for GL&V to provide its reasonable comments thereon and providing GL&V with copies of all material correspondence relating thereto;

(b) use their commercially reasonable efforts to effect all necessary registrations, filings and submissions of information required by Governmental Entities from GL&V or any of its subsidiaries relating to the transactions contemplated by the Support Agreement and the Arrangement;

(c) in consultation with GL&V, defend all lawsuits or other legal, regulatory or other proceedings to which it is a party challenging or affecting the Support Agreement or the consummation of the transactions contemplated by the Support Agreement and by the Arrangement;

(d) not amend, modify or vary the terms of any lock-up agreement entered into by FLS and BidCo in a manner that is adverse to the Arrangement, the Transaction contemplated by the Support Agreement and the Arrangement, GL&V or the Shareholders;

(e) designate two persons from whom GL&V may seek approval to undertake any actions not permitted to be taken under the Support Agreement and shall ensure that such person shall respond, on behalf of FLS and BidCo, to GL&V’s requests in a timely manner;

(f) provide GL&V with a reasonable opportunity to review and comment on the advance income tax ruling request under the Tax Act with respect to the validity of the bump (as defined in the Support Agreement) prior to its filing with the CRA; and

(g) cooperate with GL&V in connection with the preparation, filing and obtaining the advance income tax ruling under the Tax Act contemplated in paragraph 2.1.3.1 of the Support Agreement.

Covenants of GL&V Regarding Non-Solicitation

GL&V has agreed, except as otherwise permitted by the Support Agreement, not to, directly or indirectly, through any officer, director, employee, representative or agent of GL&V or any of its subsidiaries, (i) solicit, initiate, knowingly facilitate or knowingly encourage (including by way of furnishing information or entering into any form of agreement, arrangement or understanding) the initiation of any inquiries or proposals regarding an

Acquisition Proposal, (ii) participate in any discussions or negotiations with any person (other than FLS, BidCo and their Affiliates) regarding an Acquisition Proposal, or release any person from, or fail to enforce, any confidentiality or standstill agreement or similar obligations to GL&V or any of its subsidiaries, (iii) approve, recommend, endorse or propose publicly to approve recommend or endorse any Acquisition Proposal, or make a Change in GL&V Recommendation, or (iv) accept or enter into any agreement, understanding or arrangement in respect of an Acquisition Proposal (other than a confidentiality agreement permitted by the Support Agreement); provided, however, that prior to the later of August 20, 2007 and the date the Required Vote is obtained, nothing contained in the Support Agreement shall prevent (subject to compliance with the other provisions of Article 7 of the Support Agreement) the Board of Directors of GL&V from entering into an agreement (subject to compliance with subsection 8.2.3 of the Support Agreement) or engaging in discussions or negotiations with or furnishing information to (subject to compliance with subsection 7.2.4 of the Support Agreement) any person who has made an unsolicited bona fide, written Acquisition Proposal that:

(a) did not result from a breach of the foregoing;

(b) involves (i) not less than all of the outstanding GL&V Shares (excluding any GL&V Shares held by such person or its Affiliates), (ii) all or substantially all of the consolidated assets of GL&V and its subsidiaries taken as a whole, or (iii) all or substantially all of the assets of the Process Group segmented operations of GL&V;

(c) in respect of which the Board of Directors determines in good faith that such person has demonstrated the likelihood of its financial capacity to complete such Acquisition Proposal; and

(d) in respect of which the Board of Directors determines in good faith after consultation with the Financial Advisor and GL&V's outside counsel that the Acquisition Proposal would reasonably, if consummated in accordance with its terms, lead to a Superior Proposal.

Consideration of Alternative Transactions

GL&V shall promptly (and in any event within 24 hours of receipt by GL&V) notify FLS and BidCo, at first orally and thereafter in writing, of any Acquisition Proposal or inquiry received after April 19, 2007 (whether or not relating to any Acquisition Proposal or inquiry received prior to April 19, 2007) that could reasonably be expected to lead to an Acquisition Proposal, in each case received after April 19, 2007, of which any of its directors or officers are or become aware, or any amendments to the foregoing, or any request for non public information relating to GL&V or any of its subsidiaries in connection with an Acquisition Proposal or for access to the properties, books or records of GL&V or any of its subsidiaries by any person that informs GL&V or such subsidiary that it is considering making, or has made, an Acquisition Proposal and any amendment thereto and a description of the material terms and conditions of any such Acquisition Proposal or inquiry. GL&V shall keep FLS and BidCo informed of any change to the material terms of any such Acquisition Proposal or inquiry.

If GL&V receives a request for material non public information from a person who proposes an unsolicited Acquisition Proposal where GL&V is not in breach of the provision of subsection 7.2.1 of the Support Agreement mentioned above and the Board of Directors determines in good faith after consultation with the Financial Advisor and its outside counsel that such proposal would be reasonably likely, if consummated in accordance with its terms, to lead to a Superior Proposal, then, and only in such case, the Board of Directors may, subject to the execution by such person of a Confidentiality Agreement having terms not less favourable to GL&V than the confidentiality agreement, provide such person with access in accordance with subsection 7.2.1 of the Support Agreement to information regarding GL&V and engage in discussions or negotiations with such person, provided that FLS and BidCo are promptly provided with a list and copies of all information provided to such person not previously provided to them and are promptly provided with access to information similar to that which was provided to such person.

Nothing contained in the non-solicitation provisions of the Support Agreement shall prohibit the Board of Directors from making any disclosure to the Shareholders prior to the Effective Date if, in the good faith judgment of the Board of Directors, after consultation with outside counsel, such disclosure is necessary for the Board of Directors to act in a manner consistent with its fiduciary duties or is otherwise required under

applicable Law, including its obligations to respond through a directors’ circular or otherwise as required by applicable Securities Laws to an Acquisition Proposal or from calling and holding a meeting of the Shareholders requisitioned by such shareholders pursuant to the QCA or ordered to be held by a court under the QCA.

Right to Match

The Support Agreement provides FLS and BidCo with a right to match any Superior Proposal during a response period (the “Response Period”) of five Business Days after the date on which FLS and BidCo receive a written notice from the Board of Directors that the Board of Directors has determined, subject only to compliance with the right to match provisions of the Support Agreement, to accept, approve, recommend or enter into a binding agreement to proceed with a Superior Proposal. In the event that GL&V provides FLS and BidCo with the notice on a date that is less than five Business Days prior to the Meeting, GL&V is entitled to adjourn the Meeting to a date that is not more than ten Business Days after the date of such notice.

During the Response Period, FLS and BidCo have the right, but not the obligation, to offer to amend the terms of the Support Agreement. The Board of Directors will review any such proposal by FLS and BidCo to amend the terms of the Support Agreement, including an increase in, or modification of, the consideration to be received by the Shareholders, to determine whether the Superior Proposal (in the form and for the consideration offered therein) to which FLS and BidCo are responding would be a Superior Proposal when compared (as to form and consideration offered) against the Arrangement and the transaction contemplated in the Support Agreement as it is proposed by FLS and BidCo to be amended. If the Board of Directors determines that such Superior Proposal would no longer be a Superior Proposal if the Arrangement and the transaction contemplated in the Support Agreement was so amended and FLS and BidCo enter into an amendment to the Support Agreement incorporating the terms of the amended offer, the Board of Directors will, at the request of FLS and BidCo, publicly reaffirm its recommendation of the Arrangement and the transaction contemplated in the Support Agreement as so amended. If the Board of Directors determines that such Superior Proposal remains a Superior Proposal despite the amendment to the Support Agreement, GL&V may approve, recommend, accept or enter into an agreement, understanding or arrangement to proceed with such Superior Proposal.

Each successive amendment to any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the Shareholders will constitute a new Acquisition Proposal for the purposes of the right to match provisions of the Support Agreement and FLS and BidCo will be afforded a new Response Period in respect of each such Acquisition Proposal.

Termination Fee

The Support Agreement provides that GL&V will pay to FLS $25 million less any amounts actually paid by GL&V to FLS and BidCo for reimbursement of expenses (as described below) under “Expense Reimbursement”:

(a) if FLS and BidCo terminate the Support Agreement as a result of (i) the Board of Directors making a Change in GL&V Recommendation; (ii) the Board of Directors approving or recommending an Acquisition Proposal; (iii) GL&V entering into a binding written agreement in respect of an Acquisition Proposal (other than a confidentiality agreement permitted by the Support Agreement); (iv) except where FLS and BidCo decide to exercise their right to match, the public announcement by GL&V or the Board of Directors of its intention to do any of the foregoing, or (v) the Board of Directors cancelling, adjourning or postponing the Meeting except as expressly permitted by the Support Agreement or agreed to in writing by FLS and BidCo in which case payment shall be made within two Business Days of such termination;

(b) if GL&V terminates the Support Agreement, at any time prior to the Effective Time after the Board of Directors approves and authorizes GL&V to enter into an agreement providing for the implementation of a Superior Proposal where (i) GL&V has not breached its obligations under the non-solicitation or right to match provisions of the Support Agreement; and (ii) the Board of Directors has determined in good faith, after consultation with the Financial Advisor, that such agreement constitutes a Superior Proposal, in which case payment shall be made before or

concurrently with such termination and will be a condition to the effectiveness of such termination; and

(c) if (i) after April 19, 2007 and before the later of August 20, 2007 and the Meeting, an Acquisition Proposal is made or proposed to GL&V or otherwise publicly announced, or a person publicly announces an intention to do so (which has not been withdrawn), and (ii) during the period ending six months following the termination of the Support Agreement (x) an Acquisition Proposal is consummated, or (y) the Board of Directors approves or recommends an Acquisition Proposal, or GL&V enters into a definitive agreement with respect to an Acquisition Proposal, and that Acquisition Proposal is subsequently consummated at any time thereafter, in which case payment shall be made within two Business Days of the date on which GL&V consummates such Acquisition Proposal.

Expenses Reimbursement

The Support Agreement also provides that GL&V will pay to FLS the reasonable documented expenses of FLS and its Affiliates incurred in connection with the transactions contemplated by the Support Agreement, if FLS and BidCo terminate the Support Agreement as a result of GL&V materially breaching any of its representations, warranties, covenants or agreements in the Support Agreement that would give rise to the failure of certain conditions precedent to Closing.

Termination Rights

Termination by GL&V

The Support Agreement may be terminated by GL&V at any time prior to the Effective Time if: (a) the Board of Directors approves and authorizes GL&V to enter into an agreement providing for the implementation of a Superior Proposal so long as (i) GL&V has not breached its obligations under the non-solicitation or right to match provisions of the Support Agreement; (ii) the Board of Directors has determined in good faith, after consultation with the Financial Advisor to the Special Committee, that such agreement constitutes a Superior Proposal; and (iii) GL&V pays the Termination Fee to FLS and BidCo; or (b) GL&V is not in material breach of its obligations under the Support Agreement and FLS or BidCo breaches any of its representations, warranties, covenants or agreements contained in the Support Agreement that would give rise to the failure of certain conditions precedent to Closing.

Termination by FLS and BidCo

The Support Agreement may be terminated by FLS and BidCo at any time prior to the Effective Time if: (a) the Board of Directors makes a Change in GL&V Recommendation; (b) the Board of Directors approves or recommends an Acquisition Proposal; (c) GL&V enters into a binding written agreement in respect of an Acquisition Proposal (other than a confidentiality agreement permitted by the Support Agreement); (d) except in connection with GL&V notifying FLS and BidCo of its desire to accept another Acquisition Proposal subject to FLS and BidCo not exercising its right to match, GL&V or the Board of Directors publicly announces its intention to do any of the foregoing; (e) FLS and BidCo are not in material breach of their obligations under the Support Agreement and GL&V materially breaches any of its representations, warranties, covenants or agreements contained in the Support Agreement that would give rise to the failure of certain conditions precedent to Closing; or (f) if the Board of Directors cancels, adjourns or postpones the Meeting except as expressly permitted by the Support Agreement or agreed to in writing by FLS and BidCo.

Termination by either GL&V or FLS and BidCo

The Support Agreement may be terminated by either GL&V or FLS and BidCo at any time prior to the Effective Time if: (a) the Effective Date has not occurred on or prior to the Outside Date (as defined in the Support Agreement), except that the right to terminate the Support Agreement under this clause (a) is not available to any Party whose failure to fulfill any of its obligations has been a principal cause of, or resulted in, the failure of the Effective Date to occur by such date; (b) the Required Vote is not obtained at the Meeting (or any

adjournment or postponement thereof); or (c) any Law makes the consummation of the Arrangement or the transactions contemplated by the Support Agreement illegal or otherwise prohibited, and such Law has become final and non-appealable.

Pre-Acquisition Reorganizations

In the Support Agreement, GL&V agreed that, upon request by FLS and BidCo, GL&V shall, and shall cause its subsidiaries to, use its commercially reasonable efforts to (i) effect such reorganizations of its business, operations and assets and the integration of other Affiliated businesses as FLS and BidCo may request, acting reasonably (each a "Pre-Acquisition Reorganization"), and (ii) cooperate with FLS and BidCo and their advisors to determine the nature of the Pre-Acquisition Reorganizations that might be undertaken and the manner in which they would most effectively be undertaken. Each of FLS and BidCo acknowledged and agreed that the Pre-Acquisition Reorganizations shall (A) not delay or prevent consummation of the Arrangement (including by giving rise to litigation by third parties) or (B) not be considered in determining whether a representation or warranty of GL&V hereunder has been breached, it being acknowledged by FLS and BidCo that these actions could require the consent of third parties under applicable contracts. FLS, BidCo and GL&V shall work cooperatively, and BidCo and GL&V will use commercially reasonable efforts to prepare prior to the Effective Time all documentation necessary and do such other acts and things as are necessary to give effect to such Pre-Acquisition Reorganizations. The Parties shall seek to have any such Pre-Acquisition Reorganization made effective as of the last moment of the day ending immediately prior to the Carve-Out Closing Date or such other time as the Parties may agree (but after FLS and BidCo shall have waived or confirmed that all conditions to Closing have been satisfied), which, in any event, shall not be a condition to completion of the Arrangement and the Transaction contemplated by the Support Agreement. If the Arrangement is not consummated, for any reason whatsoever, FLS and BidCo will indemnify GL&V and its subsidiaries for any and all losses, costs and expenses (including legal fees and disbursements) incurred in respect of any proposed Pre-Acquisition Reorganization (including in respect of any reversal, modification or termination of a Pre-Acquisition Reorganization).

CARVE-OUT TRANSACTIONS

Master Carve-Out Agreement

Carve-Out Shares and Carve-Out Assets and Carve-Out Purchase Price

The Master Carve-Out Agreement will provide that GL&V shall sell or cause certain of its subsidiaries to sell the assets (the "Carve-Out Assets") of or the shares or interests (the "Carve-Out Shares") in its subsidiaries which are related to the Excluded Divisions and SpinCo shall purchase or cause certain of its subsidiaries to purchase the Carve-Out Assets and the Carve-Out Shares, as the case may be, on the Carve-Out Closing Date for an aggregate purchase price equal to the value determined by GL&V and SpinCo as being the fair market value thereof immediately prior to the Carve-Out Closing Date (the "Carve-Out Purchase Price"), the whole as more fully described in the Master Carve-Out Agreement.

The Carve-Out Purchase Price shall be payable on the Carve-Out Closing Date: (i) in cash in an amount equal to the sum of (a) the estimated Debt as of the Carve-Out Closing Date required for New GLV to attain Final Net Debt of $50 million (the "Estimated Debt") and (b) the Unit and Virtual Share Payment estimated as at the Carve-Out Closing Date (the "Estimated Unit and Virtual Share Payment"), (ii) by the issuance of SpinCo Shares or shares of one or more of its subsidiaries, (iii) by the issuance of promissory notes by SpinCo or one or more of its subsidiaries, and (iv) by the assumption of the Assumed Liabilities (as defined below).

Following the sale of the Carve-Out Shares and the Carve-Out Assets, GL&V shall sell and SpinCo Holdco 1 shall purchase all the issued and outstanding shares in the share capital of SpinCo (the “SpinCo Shares”) as at and with effect on the Carve-Out Closing Date, for an aggregate purchase price equal to the fair market value of the SpinCo Shares immediately prior to the Carve-Out Closing Date payable by the issuance by SpinCo Holdco 1 to GL&V of 100 common shares of the share capital of SpinCo Holdco 1.

After the sale of the SpinCo Shares by GL&V to SpinCo Holdco 1, SpinCo Holdco 1 shall sell and New GLV shall purchase the SpinCo Shares as at and with effect on the Carve-Out Closing Date for an aggregate purchase price equal to the fair market value of the SpinCo Shares immediately prior to the Carve-Out Closing Date ("New GLV Purchase Price") payable on the Carve-Out Closing Date by the issuance by New GLV to SpinCo Holdco 1 of (i) a number of New GLV Subordinate Voting Shares equal to the total number of issued and outstanding GL&V Subordinate Voting Shares calculated on a fully-diluted basis (excluding however the number of subordinate voting shares required in the event of a conversion of the GL&V Multiple Voting Shares) immediately prior to the Carve-Out Closing Date and (ii) a number of New GLV Multiple Voting Shares equal to the aggregate number of issued and outstanding GL&V Multiple Voting Shares, calculated on a fully-diluted basis, immediately prior to the Carve-Out Closing Date.

The transfer of the SpinCo Shares to SpinCo Holdco 1 and to New GLV shall be subject to the Net Debt Adjustment and the Unit and Virtual Share Payment Adjustment.

The Master Carve-Out Agreement will provide that New GLV, SpinCo and certain of its subsidiaries shall discharge, perform and fulfill all of the obligations and liabilities of GL&V and certain of its subsidiaries with respect to the Excluded Divisions (including, for greater certainty, obligations and liabilities arising after the Carve-Out Closing Date as a result of events or circumstances arising prior to the Carve-Out Closing Date and excluding, for greater certainty, all Tax liabilities of GL&V and of those subsidiaries of GL&V, the shares of which are not sold to SpinCo and its subsidiaries as part of the Carve-Out Transactions, other than the Carve-Out Taxes (the “Assumed Liabilities”).

The Master Carve-Out Agreement will also provide that all inter-company amounts receivable or payable between the GL&V group of companies and the SpinCo group of companies shall have been repaid in full, to the extent possible, on or prior to the Carve-Out Closing Date.

Representations or Warranties

The Master Carve-Out Agreement will not contain any representations and warranties from GL&V or any of its subsidiaries with respect to the purchase of Carve-Out Shares and Carve-Out Assets by SpinCo or its subsidiaries, which will be purchased on an “as is, where is” basis and the acquisition of the Carve-Out Shares and the Carve-Out Assets will be made at the risk of SpinCo and its subsidiaries.

The Master Carve-Out Agreement will contain only one representation and warranty from New GLV to the effect that the business of the GL&V Process Group is operational on a stand-alone basis in all material respects, except for functions performed for the GL&V Process Group by the headquarters of GL&V forming part of the Excluded Divisions and that the assets of the GL&V Process Group retained by GL&V following the completion of the Carve-Out Transactions, include all the assets and properties necessary in all material respects to the operation of the business of the GL&V Process Group as such businesss was conducted by GL&V prior to the Carve-Out Closing Date, subject to the Transitional Services Agreement. The representation and warranty of New GLV shall survive one year from the date of the Master Carve-Out Agreement.

Indemnification

The Master Carve-Out Agreement will provide that vendor of Carve-Out Shares and of Carve-Out Assets, except GL&V or any successor thereof, shall solidarily indemnify New GLV, SpinCo and their subsidiaries for any damages arising out of or connected with:

• any violation, contravention or breach of any covenant, agreement or obligation of GL&V or any of its subsidiaries under or pursuant to the Master Carve-Out Agreement which, by its terms, is to be fulfilled after the Carve-Out Closing Date;

• the operations carried on by or on behalf of GL&V or any of its subsidiaries prior to the Carve-Out Closing Date relating to the GL&V Process Group;

• Taxes of GL&V or any of its subsidiaries (other than subsidiaries forming part of the Excluded Divisions) relating to their operations prior to the Carve-Out Closing Date; and

• the exercise by GL&V or any of its subsidiaries of any of their rights to use the names “Laperrière & Verreault”, “GL&V” and “GLV” and all associated trade marks for the period prescribed for in the Master Carve-Out Agreement.

The Master Carve-Out Agreement will also provide that New GLV, SpinCo and each of their subsidiaries shall solidarily indemnify GL&V and each of its subsidiaries for any damages arising out of or connected with:

• any violation, contravention or breach of any covenant, agreement or obligation of SpinCo or any of its subsidiaries under or pursuant to the Master Carve-Out Agreement or any transfer agreement implementing the Transaction in the relevant jurisdictions (“Transfer Agreement”), which, by its terms, is to be fulfilled on or prior to the Carve-Out Closing Date and of any covenant, agreement or obligation of SpinCo, New GLV or any subsidiaries, whether it is to be fulfilled prior to, on or after the Carve-Out Closing Date;

• the operations carried on by or on behalf of GL&V or any of its subsidiaries prior to the Carve-Out Closing Date relating to the Excluded Divisions;

• Taxes of the subsidiaries of GL&V forming part of the Excluded Divisions relating to their operations carried on prior to the Carve-Out Closing Date;

• any Carve-Out Taxes in excess of $13,000,000, provided that GL&V and its relevant subsidiaries have prepared and filed their Tax Returns for the period that includes the Carve-Out Closing Date with the relevant tax authorities on the basis of the estimated fair market value agreed to and used by the parties for purposes of establishing any Carve-Out Purchase Price and in compliance with the Carve-Out Tax Statement, and subject to applicable Law;

• any misrepresentation (as defined under the Securities Act) in the disclosure relating to New GLV or the Excluded Divisions in this Circular;

• the exercise by SpinCo or any of its subsidiaries of any of their rights to use the names “Dorr- Oliver” and “Krebs” and all associated trade marks for the period prescribed for in the Master Carve-Out Agreement;

• any damages which GL&V or any of its subsidiaries may suffer or incur in connection with the transfer to SpinCo or its subsidiaries and the assumption by SpinCo or its subsidiaries of all employees of the Excluded Divisions;

• any violation by SpinCo or any of its subsidiaries of any software licenses of GL&V in effect on or prior to the Carve-Out Closing Date;

• the failure of the parties to comply with any applicable bulk sales Laws in respect of the transaction of purchase and sale of the Carve-Out Assets contemplated under the Master Carve-Out Agreement and the relevant Transfer Agreements; and

• the failure by the parties to obtain any consents and any damages which GL&V or its subsidiaries may suffer or incur in connection with any Carve-Out Asset which (i) is not capable of being transferred without obtaining a consent and such consent is not obtained on or prior to the Carve-Out Closing Date, or (ii) was omitted from the Carve-Out Assets but formed part of the Excluded Divisions prior to the Carve-Out Closing Date.

The Master Carve-Out Agreement will provide that the obligations of indemnification shall survive for a period of six years following the Carve-Out Closing Date, subject to tax indemnities which shall survive until 90 days after

the last date on which the relevant tax authority is entitled to assess or reassess GL&V or any of its subsidiaries with respect to Tax matters.

Employees

All unionized employees of the Excluded Divisions employed immediately prior to the Carve-Out Closing Date will be transferred to and assumed by SpinCo or one of its subsidiaries on the same terms and conditions of employment as those enjoyed under the applicable collective agreement immediately prior to the Carve-Out Closing Date. All non-unionized employees of the Excluded Divisions will be transferred to and assumed by SpinCo or one of its subsidiaries on terms and conditions of employment substantially similar, on an over-all basis, as those enjoyed immediately prior to the Carve-Out Closing Date.

IP License Agreement

On the Carve-Out Closing Date, GL&V and its relevant subsidiaries, as the case may be, and New GLV and one of its subsidiaries shall enter into a non-exclusive intellectual property cross-license agreement giving effect to the principles set out in the Carve-Out Term Sheet.

Transitional Services Agreement

The following is a summary of the principal terms and conditions of the Transitional Services Agreement.

Transitional Services

The Transitional Services Agreement will provide that (i) New GLV shall and shall cause its subsidiaries to provide GL&V and its subsidiaries during the Transitional Period (as defined below) with certain specific services and administrative, corporate, operational and support services required to carry on the GL&V Process Group business substantially as it was carried on prior to the Carve-Out Closing Date and that (ii) GL&V shall cause its subsidiaries to provide New GLV and its subsidiaries during the Transitional Period with certain services and administrative, corporate, operational and support services required to carry on the Excluded Divisions businesses substantially as they were carried on prior to the Carve-Out Closing Date.

Fees

The Transitional Services Agreement will provide that the person receiving the Transitional Services will pay to the provider of such services the actual cost of the services provided, subject to any particular fees specifically agreed to in the Transitional Services Agreement.

Transitional Period

The Transitional Services Agreement will have a term of six months (“Transitional Period”), subject to the right of the party receiving the Transitional Services to terminate the Transitional Services Agreement in whole, or only in respect of selected services provided, upon a 30-day prior written notice.

Non-Competition and Non-Solicitation Agreement

The following is a summary of the principal terms and conditions of the Non-Competition and Non-Solicitation Agreement.

Non-Competition Covenant

The Non-Competition and Non-Solicitation Agreement provides that GL&V shall not cause its affiliates to, subject to certain limitations and for a term of five years, carry on, be engaged in, have any financial or other interest in or be otherwise commercially involved in any endeavour, activity or business anywhere in the world which is substantially the same as or in competition with the business of the Excluded Divisions carried on by GL&V or its subsidiaries immediately prior to the date of the Non-Competition and Non-Solicitation Agreement.

The Non-Competition and Non-Solicitation Agreement provides that New GLV shall not cause its affiliates to, subject to certain limitations and for a term of five years, carry on, be engaged in, have any financial or other interest in or be otherwise commercially involved in any endeavour, activity or business anywhere in the world which is substantially the same as or in competition with the business of the GL&V Process Group carried on by GL&V or its subsidiaries immediately prior to the date of the Non-Competition and Non-Solicitation Agreement.

Confidentiality and Non-Solicitation

The parties will keep strictly confidential and not disclose, or cause or permit to be disclosed to any Person, any confidential information in respect of the GL&V Process Group and the Excluded Divisions businesses, as the case may be, and shall not employ, offer employment or solicit the employment of any individual employed respectively by the GL&V Process Group or the Excluded Divisions, as the case may be.

RESALE OF NEW GLV SHARES

The distribution of New GLV Shares to Shareholders under the Arrangement will be exempt from the prospectus and registration requirements of securities legislation in each province and territory of Canada. Subject to certain disclosure and regulatory requirements and to customary restrictions applicable to distributions of shares from “control blocks”, New GLV Shares issued under the Arrangement in exchange for GL&V Shares may be resold in each province and territory in Canada, subject to the usual conditions that (i) the trade is not a control distribution; (ii) no unusual effort or, in certain circumstances, no effort, has been made to prepare the market or create demand for New GLV Shares, (iii) no extraordinary commission or consideration is paid in respect of any trade except to registrants duly registered under Securities Laws and (iv) if the selling security holder is an insider or officer of New GLV, the selling security holder has no reasonable grounds to believe that New GLV is in default of securities legislation.

MARKET PRICES AND TRADING VOLUMES OF GL&V SHARES

GL&V Multiple Voting Shares and GL&V Subordinate Voting Shares

GL&V Multiple Voting Shares and GL&V Subordinate Voting Shares are traded on the TSX under the symbol “GLV.B” and “GLV.A” respectively. The following table summarizes the monthly trading of the GL&V Multiple Voting Shares and GL&V Subordinate Voting Shares during the periods set forth therein, as reported on the TSX:

GL&V Multiple Voting Shares

Year Month High Low Closing Volume 2006 April $26.50 $25.00 $26.00 14,530 May $28.50 $26.25 $27.60 4,380 June $27.60 $22.80 $26.50 15,646 July $27.00 $23.24 $25.76 10,920 August $27.34 $24.98 $24.98 5,713 September $25.65 $23.25 $23.40 8,163 October $25.50 $23.00 $25.50 6,435 November $31.00 $25.39 $30.10 8,956 December $32.97 $30.20 $32.49 16,316 2007 January $33.78 $30.50 $33.75 12,849 February $34.50 $27.88 $28.21 13,698 March $29.41 $27.41 $28.90 9,198 April $41.00 $29.12 $40.00 30,058 May $41.20 $39.91 $41.06 32,327

GL&V Subordinate Voting Shares

Year Month High Low Closing Volume 2006 April $27.25 $25.00 $27.25 321,088 May $29.50 $26.00 $27.01 920,000 June $28.00 $22.00 $24.00 502,087 July $25.25 $23.00 $25.24 705,789 August $27.00 $24.05 $25.25 242,267 September $26.00 $22.63 $23.19 287,661 October $26.74 $21.05 $26.74 1,324,788 November $30.26 $24.50 $30.10 859,445 December $32.50 $30.05 $30.50 2,209,881 2007 January $33.85 $30.30 $33.30 1,731,001 February $34.00 $28.00 $28.30 1,786,693 March $29.75 $26.80 $29.50 5,624,824 April $41.49 $28.71 $40.05 6,800,499 May $41.35 $39.92 $41.10 2,606,979

On April 19, 2007, the last full trading day prior to the date on which GL&V issued a press release regarding the Transaction, the closing sale price of the GL&V Multiple Voting Shares and the GL&V Subordinate Voting Shares as reported on the TSX was $29.40 and $29.50 respectively. On June 19, 2007, the closing price of the GL&V Multiple Voting Shares and GL&V Subordinate Voting Shares as reported on the TSX was $40.94 and $40.80, respectively.

INFORMATION CONCERNING FLS

FLS is the global cement industry’s leading supplier of complete plants, equipment and single machine units as well as spare parts and services. It has in recent years also grown to become among the leading providers of similar products to niche markets in the global minerals industry.

FLS’s vision is to continuously strengthen its leadership position. To do so, FLS consistently seeks value- creating growth in its key business area. Its market position and constant growth are supported by internal development, alliances, acquisitions and divestments.

Going forward, it is anticipated that the minerals business will represent a substantially greater portion of the FLS group’s overall activities, and the intention is to see increasing global integration between cement and minerals activities.

INFORMATION CONCERNING GL&V

GL&V will provide to any person or company, upon request to the Secretary of GL&V, a copy of:

(a) GL&V’s most recent Annual Information Form for the year ended as at March 31, 2007; and

(b) GL&V’s Audited Consolidated Financial Statements for the year ended as at March 31, 2007, together with the accompanying report of the auditors.

Additional information about GL&V is available on SEDAR’s website at www.sedar.com and on GL&V’s website at www.glv.com.

INFORMATION CONCERNING NEW GLV

For purposes of this section, reference to New GLV includes reference to GL&V with respect to the activities of its Water Treatment Group and its Pulp and Paper Group, and also includes the activities of its “Manufacturing” unit, assuming the transfer of such groups and unit to New GLV following the implementation of the Carve-Out Transactions.

General Overview

On May 15, 2007, New GLV was incorporated under CBCA. New GLV was incorporated and organized for the purpose of acquiring indirectly all of the Excluded Divisions.

The head office and principal place of business of New GLV is located at 2001 McGill College Avenue, Suite 2100, Montreal, Québec H3A 1G1. It will employ approximately 1,400 employees located on six continents.

Operating Centres Pulp & Paper

Operating Centres Water Group

Head Office & Executive Offices

The Water Treatment Group specializes in the design and marketing of equipment for the treatment of municipal and industrial wastewater and water used in various industrial processes, as well as water intake screening solutions for certain types of power stations and desalination plants. During the fiscal year ended March 31, 2007, the revenues of the Water Treatment Group represented 48.8 % of the combined carve-out revenues (before intersegment eliminations).

The Pulp and Paper Group specializes in the design and marketing of equipment used in various stages of pulp and paper production, notably pulp preparation and sheet formation, and is recognized as a leader in rebuilding, upgrading and optimization services for existing pulp and paper equipment. During the fiscal year ended March 31, 2007, the revenues of the Pulp and Paper Group represented 50.1% of the combined carve-out revenues (before intersegment eliminations).

In addition, a unit of New GLV, “Manufacturing” specializes in the production of large custom made parts for external customers involved mainly in the pulp and paper and energy sectors, as well as for the Pulp and Paper Group.

Intercorporate Relationships

The following table shows New GLV’s direct and indirect subsidiaries after the Arrangement, the percentage of voting rights held by New GLV in each of these entities and their jurisdictions of incorporation.

Holders and Percentages of Voting Subsidiaries of New GLV Jurisdictions of Incorporation Rights AOS Associates Inc. GLV US Holding Inc. (100%) State of Delaware Copa Cornwall Limited Copa Limited (100%) England and Wales

Copa Limited Eimco Water Technologies Limited England and Wales (100%) Copa Waste Water Controls Ltd. Copa Limited (100%) Northern Ireland

Eimco Water Technologies Limited GLV Europe Holding AB (100%) England and Wales Eimco Water Technologies Pty Ltd. SpinCo (100%) Australia Eimco Water Technologies, LLC GLV US Holding Inc. (100%) State of Delaware GL&V Brasil Equipamentos, SpinCo (99.9%) New GLV (0.1 %) Brazil Comércio e Serviços Ltda GL&V France SARL GLV Europe Holding AB (100%) France

GL&V India Private Limited SpinCo (99%) New GLV (1 %) India

GL&V Process Equipment Private SpinCo (99%) New GLV (1 %) India Limited GL&V Singapore Pte Ltd. SpinCo (100%) Singapore GL&V Sweden AB GLV Europe Holding AB (100%) Sweden

GL&V UK Limited GLV Europe Holding AB (100%) England and Wales GL&V USA Inc. GLV US Holding Inc. (100%) State of Delaware GLV Europe Holding AB SpinCo (100%) Sweden GLV US Holding Inc. SpinCo (100%) State of Delaware GLV Finance Hungary Kft. SpinCo (100%) Hungary Jones Environmental Inc. Eimco Water Technologies, LLC (100%) State of Delaware Jones Environmental of Texas, Inc. Eimco Water Technologies, LLC (100%) State of Texas Norcan Insurance Co. Ltd. SpinCo (100%) Barbados SpinCo (4424981 Canada Inc.) New GLV (100%) Canada

Water Treatment Group

Water and wastewater are increasingly critical issues globally. Major investment needs in these areas are being driven by:

• Ageing infrastructure in North America and Western Europe; • Regional market booms in China, India and Eastern Europe; • Climate change and environmental legislation; • Technology-led opportunities such as desalination, water re-use/recycling, etc.

The Water Treatment Group’s key area of operation is currently the supply of treatment equipment systems for the wastewater and water re-use market. This group plans to expand its business into other water related activities. According to Frost & Sullivan, the group’s current and targeted worldwide markets represented $23.5 billion in 2005, and should grow at a compounded average growth rate (“CAGR”) of approximately 7% until 2010.

The Water Treatment Group specializes in the design and global marketing of equipment used for treating domestic and industrial water and wastewater, as well as large scale water intake screening and industrial effluent. The group operates under the name Eimco Water Technologies and is divided in two market segments, municipal and industrial.

During the fiscal year ended March 31, 2007 the Water Treatment Group generated approximately 67% of its revenues in the municipal market (wastewater and drinking water) and 33% in the industrial market (wastewater, process water, water intake screening).

Water Treatment Group Revenue Breakdown by Market Segment

Municipal Market

The municipal market is highly regulated and controlled by legislation. Investments in the municipal water market are driven by environmental legislation, such as The Clean Water Act in the U.S.A. and the Water Framework Directive in the European Union, and by access to capital to ensure adequate funding. Municipalities’ needs for water treatment are primarily served by the public sector with only 8% of the global population served by the private sector. The main growth market for water treatment and equipment systems is in Asia, while ageing infrastructures in North America and Western Europe also create significant opportunities.

Industrial Market

Water and wastewater are becoming increasingly critical components in several industrial processes, with many issues and considerations such as cost, quality, security of supply and compliance with environmental legislation.

New GLV’s Management anticipates that the main growth segments for industrial water and wastewater treatment up to 2010 will be the pharmaceuticals, power/energy and food/beverage industries, given their need for high quality process water and the potential for water re-use applications. The need for water re-use is growing, driven by water shortages, rising water costs, environmental issues, and therefore creates attractive opportunities in several regions such as the Middle East, Australia, the United States and Southern Europe.

Water Treatment Group Revenue Breakdown by Region

During the last fiscal year, the Water Treatment Group recorded 47% of its revenues in North America, 43% in Europe and Russia, and the balance in the Middle East, China, the Asia-Pacific Region and Africa.

Expertise

The Water Treatment Group combines the experience and know-how of eight businesses, certain of which have been recognized in the industry for more than 100 years: Eimco, Dorr-Oliver, Brackett Green, Jones & Attwood, Copa, Enviroquip, and Caird & Rayner Clark.

The group’s key areas of expertise include the design and manufacture of water and wastewater equipment for the municipal and industrial markets. The Water Treatment Group’s products include a variety of water intake screening, sedimentation, filtration, ultra filtration and clarification equipment recognized for their performance, affordable maintenance costs and longer life.

History

In the early 1990s, GL&V’s Process Group started providing process water and wastewater treatment equipment to an industrial customer base involved mainly in the pulp and paper, mining, steel, chemicals and food processing industries. The 2000 acquisition of Environmental Equipment & Systems, Inc., in the United States brought complementary expertise in treating municipal wastewater intended to be redirected into lakes and rivers. The Water Treatment Group, the operations and results of which were previously incorporated into GL&V’s Process Group, was formed at the beginning of fiscal 2005. Originally, this group was mainly comprised of the North American entity Eimco Water Technologies, LLC. Today, the Water Treatment Group encompasses all municipal and industrial water and wastewater treatment activities.

Recent Developments and Acquisitions

Five acquisitions in the water treatment sector were completed during the last two fiscal years (Copa, Enviroquip, Jones & Attwood, Brackett Green and some of Metso Paper’s water treatment technologies), which have almost tripled the annual revenue base of the Water Treatment Group. This group achieved revenues of $212 million during the fiscal year ended March 31, 2007.

• On April 1, 2005, the Water Treatment Group acquired certain water treatment related assets and operations of the British company Jones & Attwood Limited (“Jones & Attwood”) located in the Birmingham, England area and a sales and service centre in Chicago, Illinois. The acquired operations and assets cover the design, manufacture, marketing and installation of effluent liquid/solid filtration and separation process equipment targeted mainly to municipalities as well as an industrial customer base.

• On November 7, 2005, the Water Treatment Group acquired all the shares of the British company Brackett Green Limited (“Brackett Green”), based in Colchester, United Kingdom, and its U.S. subsidiary Brackett Green USA, Inc., based in Houston, Texas. The Brackett Green group is a world leader in advanced water intake screening and filtration technologies used by power stations, desalination plants and various other types of industries. Brackett Green also offers a large selection of municipal and industrial wastewater treatment equipment. In addition, its Caird & Rayner Clark division offers advanced seawater desalination technologies.

• On January 9, 2006, the Water Treatment Group acquired certain assets and operations of the Paper Chemical Systems Unit of Metso Paper, Inc. (“Metso Paper”), located in Raisio, Finland, primarily the intellectual property rights associated with a number of products in the wastewater treatment field. This acquisition strengthened the Water Treatment Group’s positioning in the pulp and paper industry and various other sectors where such technologies might be applied, including municipal water treatment.

• On June 30, 2006, the Water Treatment Group acquired all outstanding shares of Austin, Texas based Enviroquip, Inc. (“Enviroquip”) which produces wastewater and drinking water treatment equipment, mainly for municipalities. In addition to its own technologies, it holds the exclusive U.S. municipal market license for the submerged membrane filtration unit developed by the Japanese multinational Kubota. This wastewater treatment technology is increasingly in demand by North American municipalities. Having held the exclusive license in Canada since 2004, the Water Treatment Group thereby secured exclusive rights to this technology for the municipal market for the whole of North America. The combination of Enviroquip’s products and Kubota’s Membrane Bio Reactor (MBR) provides an edge in the marketplace as it enables this group to offer municipalities complete cost-effective solutions. This acquisition enables the Water Treatment Group to establish its presence in a fast growing market segment of the wastewater treatment industry and where there are considerable barriers to entry due to numerous existing patents and to the lengthy period required to acquire market share. The addition of this technology to the Water Treatment Group’s existing portfolio strengthens its current and future positioning in the North American municipal market, where new technologies such as the MBR are gradually gaining market share at the expense of more conventional technologies.

• On October 16, 2006, the Water Treatment Group acquired all shares of two companies specializing in wastewater treatment solutions: Copa Limited (United Kingdom) and Copa Water Pty Ltd (Australia) (“Copa”). The transaction enabled the Water Treatment Group to integrate a portfolio of equipment and processes designed for various wastewater treatment applications. These products have gained market recognition for their innovative engineering and superior reliability. In addition, Copa Limited holds the exclusive license for the Kubota MBR for the municipal, commercial and industrial wastewater treatment markets in the United Kingdom and the Republic of Ireland. This acquisition is of both strategic and financial importance as it provides the Water Treatment Group with advanced technologies meeting new global market needs, strengthens the group’s relationship with Kubota, increases its know-how in submerged membrane technology, and positions the Water Treatment Group more solidly in certain high- potential regions.

These five acquisitions provided the Water Treatment Group with established cutting-edge technologies with recognized trademarks, entry into new markets including energy, an extensive installed equipment base worldwide, a growth platform in Europe and an expanded international presence.

Key Strengths

New GLV’s Management believes that the Water Treatment Group’s position as a strong provider of water treatment solutions, technologies and services for the municipal and industrial markets is based upon the following key strengths:

Technological portfolio

• The Water Treatment Group benefits from a broad portfolio of technologies including MBR Moving Bed Bio Reactors (“MBBR”) and Submerged Aerated Filters (“SAF”), all leading biological wastewater treatment systems for industrial and municipal applications. Its leading products also include Brackett Green’s technology for the screening of high volume intakes of seawater and river water for the power and desalination markets. The group’s screening technology is further enhanced by the wide range of wastewater screening, washing and dewatering equipment, while its long established clarifier brands are among the strongest in the market.

International presence

• The Water Treatment Group operates on a global basis with a presence in 18 countries, either through subsidiaries or sales offices and agents, with well established offices in the North American and UK markets. In the emerging water markets of India and China, the Water Treatment Group shares facilities with the Pulp and Paper Group.

Customers

The Water Treatment Group’s customers are primarily in the municipal, energy, pulp and paper, minerals, chemicals, steel, food and pharmaceuticals industries, as well as in certain other sectors. They are provided with a variety of process water and wastewater treatment equipment, and efficiently served through an international sales and outsourcing network. In the drinking water and municipal wastewater treatment segments, the Water Treatment Group’s operations are at present mostly concentrated in the United States and the United Kingdom. It has also established a presence in certain municipal markets abroad, including Spain, Australia, China, India and Singapore.

The group is not dependent on any key customer, as none of them represented more than 10% of its revenues in the last fiscal year. Its customer base is well diversified, both geographically and in terms of technologies offered. New GLV Management believes this diversification minimizes the potential risks associated with its exposure to one particular customer, industry or geographic area.

Suppliers – Subcontractors

With the exception of Kubota, the Water Treatment Group has no long term supply agreements. Raw materials, components and supplies for significant products are available either from a number of different suppliers, or from alternative sources that New GLV Management believes could be developed without any adverse effect on the business.

The manufacturing of equipment is mostly outsourced to a network of subcontractors located near the various customers’ locations, except for assembly shops owned by New GLV, located in Colchester and West Bromwich in the United Kingdom and Austin, Texas (U.S.A.). The Water Treatment Group focuses on increasing its presence in emerging markets such as China and India, in terms of both market development and outsourcing networks.

The wide outsourcing network of the Water Treatment Group provides it with numerous advantages including cost flexibility, competitive edge and protection against certain risks such as fluctuations in steel prices and environmental matters. It notably helps reduce the risks associated with the fixed costs inherent to a large-scale manufacturing infrastructure. In addition, due to the number, diversity and proximity of the group’s

subcontractors, it can benefit from stable yet competitive purchasing conditions, while controlling the quality of its products.

Competition

While still highly fragmented, the market for water treatment solutions is currently led by a few large multinational companies.

In the municipal water treatment market, suppliers of conventional technologies mostly compete on a price basis, which translates into lower profit margins. Competition among suppliers of new technologies like MBR is rather driven by demonstrated value and technical expertise and provides for higher margins than conventional equipment. In the industrial water treatment market, competition is also driven by technical expertise, demonstrated value, and solid reputation.

Major competitors of the Water Treatment Group include:

• Veolia Water Systems; • GE Water and Process Technologies; • Siemens Water Technologies; • Degremont; • ITT Industries; • Pall.

Intellectual Property

The Water Treatment Group’s proprietary technologies are primarily protected by patents. GLV Finance Hungary Kft., which is part of the New GLV corporate structure, will own certain patents and trademarks of the Water Treatment Group which will be licensed to the operational units while other patents and trademarks will be owned directly by different legal entities of the Water Treatment Group. New GLV ensures the proper management of the application and maintenance of patents and registration, and the maintenance of trademarks, and innovation management. The Water Treatment Group seeks to protect the technologies and solutions in its main markets and segments where technology is a key business driver. The Water Treatment Group also enters into license agreements with other parties to grant and/or receive rights to patents and know-how. The Water Treatment Group’s principal trademarks include:

• Eimco Water Technologies; • Brackett-Green; • Enviroquip ; • COPA ; • MBR Technology (UK) ; • Jones & Attwood.

The Water Treatment Group has also entered into license agreements with Kubota with respect to distribution rights for the MBR. The principal terms of the licenses are:

Kubota has granted the Water Treatment Group an exclusive license to supply the MBR to municipal customers in the United States in connection with wastewater facility projects in the United States, Guam and Puerto Rico. In addition, Kubota has granted exclusive licenses in connection with the municipal or private wastewater market in Canada and for the municipal, commercial or industrial wastewater market in the United Kingdom and Ireland (but excluding any of their respective colonies).

The exclusivity rights are subject to requirements that the Water Treatment Group sells a certain quantity of membrane cartridges within specified periods.

Each of the three license agreements have terms which vary from March 2008 to January 2012 and one of the license agreements is subject to an automatic renewal for successive one year terms unless termination notice

has been provided by either party.

The main competitive advantage of the Water Treatment Group is its know-how and strong expertise in developing solutions that include the utilization of the MBR under licence. The Enviroquip and COPA acquisitions leverage such expertise.

In order to protect intellectual property rights, as part of its manufacturing outsourcing strategy the Water Treatment Group usually separates the outsourcing of the various equipment components between different suppliers and does the assembly in its own facilities or directly on the customer’s site.

Employees

As of March 31, 2007 the Water Treatment Group had a total of 547 employees. Of that number, 49 employees were unionized. A majority of the Water Treatment Group’s employees are engineers and other specialized workers who are knowledgeable and experienced. The number of temporary employees was 19 as of March 31, 2007. The number of contracted employees may range from 4% to 10% of the Water Treatment Group’s personnel depending on the number of contracted projects. Taking into consideration important acquisitions made in the past two years and the reorganization of some activities in order to increase efficiency, the Water Treatment Group has been able to maintain a retention rate above 97%.

Employee relations within the Water Treatment Group are anticipated by New GLV to continue to be good. Union agreements exist in the United Kingdom and have always been negotiated with excellent collaboration between parties and without a strike for decades. Relations and communications within and between the different groups acquired in the last three years are good.

The table below sets forth the number of employees of the Water Treatment Group by region as at March 31, 2007.

Location As at March 31, 2007 Australia 49 Europe 292 North America 192 South Africa & South East Asia 14 Total 547

Business Premises

The Water Treatment Group’s principal business premises are set forth below.

Location Primary use Owned/Leased

Brunel Way Group Management Office, Engineering Owned Colchester, Essex CO4 9QX and Sales of Water and Wastewater United Kingdom Equipment, Assembly 2850 South Decker Lake Dr. Engineering and Sales of Water and Leased Salt Lake City, UT Wastewater Equipment 84119-2300 U.S.A. 2404 Rutland Drive Engineering and Sales of Water and Owned Austin, TX 78758 Wastewater Equipment including U.S.A. Membrane Bioreactor Systems

Location Primary use Owned/Leased

1335 Regents Park Drive Water Treatment Systems, Equipment Leased Suite 260 Rebuilds, Spare Parts, Aftermarket Service Houston, TX 77058 U.S.A. 174 West Street South Engineering and Sales of Water and Leased Orillia, ON L3V 6L4 Wastewater Equipment Canada Rm. 805, Jingguang Center Office Engineering and Sales of Water and Leased Building Wastewater Equipment Beijing Hu Jia Lou Chao Yang District 100020, P.R. China GL&V House, Plot No. 2C, Engineering and Sales of Water and Owned S. No. 162/4A-5A Wastewater Equipment Off D.P. Road Aundh, PUNE-411 007, India 31 Kaki Bukit Road 3, Engineering and Sales of Water and Leased No. 06-15 Techlink Wastewater Equipment Singapore 417818 16 Raglan Road Engineering and Sales of Water and Leased Auburn NSW 2144 Wastewater Equipment Australia Pitkämäenkatu 11 Engineering and Sales of Water and Leased 20100 Turku, Finland Wastewater Equipment Crest Industrial Estate Engineering and Sales of Stormwater, Leased Pattenden Lane Wastewater and Water Reuse Equipment Marden, Tonbridge, Kent TN 129QJ United Kingdom Cornwallis Road Engineering and Sales of Stormwater, Leased West Bromwich B70 7JF Wastewater and Water Reuse Equipment, United Kingdom Assembly Raydown Offices Engineering and Sales of Stormwater, Leased Steeple Ashton Road Wastewater and Water Reuse Equipment Edington, Wiltshire BA13 4NW United Kingdom Office 1-4, E-Center Engineering and Sales of Stormwater, Leased Cooperage Way Business Village, Wastewater and Water Reuse Equipment Alloa, Clackmannanshire FK10 3LP United Kingdom

Pulp and Paper Group

New GLV’s legacy business sector, the Pulp and Paper Group is one of the largest suppliers of pulp and paper production equipment and a world leader in equipment rebuilds, upgrades and optimization.

According to data published by RISI Inc. (“RISI”), world paper and paperboard production volumes have grown at an annual rate of approximately 2.7% over the last ten years.

Wood pulp production capacity is expected to increase significantly over the next three years. RISI anticipates approximately nine million tones of additional wood pulp capacity to come on stream between 2006 and 2010, an increase of approximately 15% from current capacity. The majority of this capacity increase is expected in Asia, South America and Eastern Europe while North American and Western Europe capacity is expected to decrease slightly. Increase in capacity will come from both the construction of new state-of-the-art facilities and from the modernization of existing facilities.

In recent years, the Pulp and Paper Group conducted a restructuring of its operations to adapt to current trends in the industry and to further focus on aftermarket services and sales, as well as the rebuild, upgrade and optimization business in North America, while developing an international presence to capture part of the capital investments in booming regions. Management of New GLV believes that the Pulp and Paper Group is now well positioned to benefit from investments in the different regions of the world.

Several acquisitions were completed in recent years, which in addition to sustained product development, have provided the group with a vast portfolio of technologies that can meet the needs of its customers. The Pulp and Paper Group technologies include the various stages of chemical pulp preparation, recycling, paper making and finishing.

Globally, the Pulp and Paper Group is known for its product expertise and excellent customer service with respect to equipment rebuilds and upgrades, replacement parts and field services. The group’s primary goal is to leverage its original equipment manufacturer (“OEM”) expertise to offer pulp and paper producers the solutions best suited to maximize the yield of their existing equipment while reducing their operational costs.

The Pulp and Paper Group’s approach is based on establishing long-term relationships with its customers and technical support and replacement parts services. In addition, the Pulp and Paper Group continues to invest in product improvement. Over the last ten years a number of product enhancements have been introduced to the industry by the group. Each of these product offerings has been specifically developed to improve the overall operational efficiency of its customers’ facilities.

The Pulp and Paper Group measures success through its ability to respond quickly and efficiently to the needs of its customers by offering them the most technically and economically attractive solutions. The skill and dedication of its employees, backed by an extensive and effective outsourced manufacturing network, provides the group with a strong foundation in order to continue providing the pulp and paper industry with leading solutions.

Pulp and Paper Group Revenue Breakdown by Sector

During the last fiscal year ended March 31, 2007, the Pulp and Paper Group’s aftermarket business generated 59% of the group’s total revenues.

The Pulp and Paper Group exclusively serves the pulp and paper industry, and benefits from an international presence. During the fiscal year ended March 31, 2007, the Pulp and Paper Group recorded 58% of its revenues in North America, 20% in Europe and Russia, 17% in China, India and the Asia-Pacific region, and the rest in Latin America, Africa and the Middle East.

Pulp and Paper Group Revenue Breakdown by Region

History

Providing Canadian pulp and paper manufacturers with equipment rebuild and upgrading solutions, engineered spare parts and maintenance services was GL&V’s original business in 1975, and remained its core activity up until the 1990’s. At that time, the Pulp and Paper Group achieved approximately 90% of its revenues in Canada, where it had acquired a solid reputation for its expertise as a supplier of efficient and economical solutions geared toward improving its customers’ existing equipment. Starting in the mid 1990’s, in response to the growing concentration among pulp and paper producers, GL&V decided to take the lead in the consolidation of its own industry — equipment suppliers — and launched an acquisition program aimed at diversifying its geographic presence, acquiring the proprietary rights to proven technologies and recognized trademarks, expanding the Pulp and Paper Group’s installed base of equipment, and thereby building its aftermarket business as an OEM. From 1996 to 2000, the Pulp and Paper Group thus completed several business acquisitions, mostly in the United States, but also in Europe. The acquisitions of Black-Clawson Kennedy and LaValley Industries in 1996, Celleco in 1998 and the chemical pulping, stock preparation and winder divisions of Beloit in 2000, in particular, positioned the Pulp and Paper Group among the world leaders in the supply of engineered pulp and paper equipment, and as North America’s leading provider of original equipment-quality replacement parts and other aftermarket services (a source of recurring revenues with attractive profit margins). The acquisitions also extended its business base on all continents. Concurrently, in order to be more competitive in the marketplace, the group undertook to reduce its operating costs by divesting, discontinuing and writing off non-strategic operations and assets connected with its acquisitions.

In recent years, pulp and paper production has started to gradually shift toward some regions in the Southern Hemisphere, Asia and Eastern Europe, which benefit from abundant natural resources and advantageous production costs. Accordingly, paper manufacturers’ investments in North America, the primary market of the Pulp and Paper Group, declined significantly and are now increasingly focused on upgrading, improving and maintaining existing equipment to maximize its yield, rather than on new capital projects. Concurrently, new technologies have emerged on the market, focused on enhancing mill capacity, productivity and efficiency.

In such a context, the Pulp and Paper Group carried out an in-depth restructuring program in 2004 and 2005 in order to further lower its operating costs. This program consisted mainly in closing, selling and writing off various

fixed assets and equipment, outsourcing certain manufacturing operations, including to the Manufacturing Unit, and streamlining various business locations in North America and Europe. In addition, over the past two fiscal years, the Pulp and Paper Group implemented a market development strategy aimed at the following key objectives: (1) the enhancement of its product portfolio, primarily through acquisitions, in order to provide higher value-added technologies and more comprehensive solutions, i.e. covering all stages of its customers’ production flowsheets, and to meet the growing need in the global pulp and paper industry for increased mill capacity and productivity and lower costs; (2) the development of its aftermarket business base and the consolidation of its aftermarket leadership in North America and Europe, also by means of acquisitions; and (3) the development of its presence in certain emerging markets toward which a growing proportion of pulp and paper production is shifting, such as China, India, Latin America and Russia. Consistent with this strategy, the Pulp and Paper Group made five acquisitions during fiscal years 2006 and 2007, which are described below.

Recent Development and Acquisitions

In the last two years the Pulp and Paper Group completed five acquisitions. These acquisitions provide the expertise and intellectual property of proven technologies recognized for over 100 years. As a result, the Pulp and Paper Group has one of the largest installed bases of OEM pulp and paper production equipment in the world.

• On May 27, 2005, the Pulp and Paper Group acquired certain assets of Perplas Limited (“Perplas”) based in Manchester, England, specializing in the manufacture of stock preparation and paper machine formation equipment and high-turnover replacement parts (consumables) targeted mostly to the pulp and paper and packaging industries.

• On April 1, 2006, the Pulp and Paper Group acquired the principal assets of KanEng Industries Inc. and of KanEng-Deltec Inc. (“KanEng”), located in the Montreal, Quebec region. KanEng specializes in the manufacture of high-turnover components (consumables) for paper machines, including a large proportion in the aftermarket.

• On July 7, 2006, the Pulp and Paper Group acquired the principal assets related to the refiner rebuild business of J&L Fiber Services Inc. (“J&L Fiber”), based in Pittsfield, Massachusetts.

• On August 24, 2006, the Pulp and Paper Group acquired the principal assets related to the operations of the Huyck Dewatering Equipment division (“Huyck”) of Xerium Technologies, Inc., located in Whitstable, England. These operations are complementary to those of Perplas, acquired the previous year.

• On December 29, 2006, the Pulp and Paper Group acquired from Metso Corporation (“Metso”), the principal assets, namely the proprietary rights, patents, know-how, trademarks and part of the manufacturing machinery, relating to the pulp washing, oxygen delignification and bleaching business of the Swedish Kvaerner Pulping (“Kvaerner”), including Kvaerner’s Compact Press™ wash press technology along with Metso’s SuperBatchTM cooking technology. Subsequent to the acquisition, the Pulp and Paper Group undertook to set up a chemical pulping technology centre in Karlstad, Sweden, which will strengthen the Pulp and Paper Group’s European and global presence. This acquisition also positions the Pulp and Paper Group among the world’s top providers of chemical pulping fiber line equipment. The cooking, oxygen delignification, bleaching and wash press technologies acquired have been specifically designed to meet the growing need in the global pulp and paper industry for increased mill production capabilities and efficiency.

These acquisitions provide the Pulp and Paper Group with world-class, value-added technologies supported by excellent brand recognition, strengthen its team in Europe and its presence in the Russian, Eastern European, Japanese, Brazilian and Asian markets, and provide it with a significant installed equipment base worldwide as well as several new high-potential products in the aftermarket.

Key Strengths

The Pulp and Paper Group is a world leader in equipment rebuilds, upgrades, optimization as well as new equipment based upon the following key strengths:

Technological portfolio

• The group is well known worldwide for its selection of fiber processing and pulp preparation equipment. Many of its products are industry standards, such as COMPACT PRESS™, DUFLO™ pumps, DUALOX™ mixers, SuperBatch™ cooking process, Celleco™ pulp cleaners and disc filters, Beloit screening, washing and refining technologies, Impco™ oxygen delignification. Among its innovative new products, the new DD6000® refiner can improve fiber quality while substantially reducing energy consumption and maintenance costs. Another leading technology, the BTF™ automatic dilution system for paper machine headboxes, is the most efficient technology on the market for improving sheet uniformity and operational flexibility. The Pulp and Paper Group also offers advanced sheet formation technologies for improving stock drainage and sheet formation by controlling table activity.

After-market business

• The Pulp and Paper Group has built a strong aftermarket business in North America with the largest installed base of equipment in the industry, acquired through multiple acquisitions. The operational team is focused on maintaining and developing recurring business offering better margins than the capital business.

Presence in key markets

• The Pulp and Paper Group operates globally with offices and agents in 26 countries in key markets around the world mainly North America and Europe, but increasingly in Asia-Pacific region as well. In some regions like China and India, this group shares facilities with the Water Treatment Group.

Customers

The Pulp and Paper Group’s customers are exclusively in the pulp and paper industry. These customers are efficiently served through an international sales and outsourcing network. The Pulp and Paper Group’s operations are at present concentrated mostly in the United States, Canada, Sweden, England and Brazil, with sales and engineering teams in India and China, and a sales office in Russia.

The group does not have any major customer that represents more than 10 % of its revenues and therefore is not dependent on any key customers. Its customer base is well diversified in terms of products and services offered as well as geographic markets. Management of New GLV believes this diversification minimizes the potential risks associated with its exposure to one particular customer, industry or geographic area.

Suppliers – Subcontractors

The Pulp and Paper Group has a limited number of long term supply agreements. These agreements are renewed once a year on a yearly contract and are for the supply of sub-components of a number of the group’s products and the supply on the DuaFlow™ Medium Consistency pump. The Pulp and Paper Group’s main supply of raw materials, components and supplies for significant products are not obtained through long term agreements as they are readily available either from a number of different suppliers, or from alternative sources that New GLV Management believes could be developed without any adverse effect on the business.

The manufacturing of equipment is mostly outsourced to an international network of subcontractors. This network includes the Manufacturing Unit in Trois-Rivières, Quebec, Canada.

The Pulp and Paper Group focuses on increasing its market presence and sourcing networks in emerging markets such as China, India, Russia and Brazil.

The wide outsourcing network of the Pulp and Paper Group provides it with numerous advantages including cost flexibility, competitive edge and protection against certain risks such as long lead delivery times. It notably helps reduce the risks associated with the fixed costs inherent to a large-scale manufacturing infrastructure. In addition, due to the number, diversity and proximity of the group’s subcontractors, it can benefit from stable yet competitive purchasing conditions, while controlling the quality of its products.

Competition

Companies that provide equipment to the pulp and paper industry compete primarily on the basis of quality, price, technical expertise, product performance and innovation. The Pulp and Paper Group’s major competitors are Voith Paper GmbH, Kadant Inc., Metso Corporation and Andritz AG.

The reputation it has established over the years and its product know-how provide the Pulp and Paper Group with a competitive advantage. The group also benefits, as an original equipment manufacturer, from one of the most extensive installed equipment base worldwide which provides recurring business opportunities in the aftermarket segment.

Intellectual Property

Some of the Pulp and Paper Group’s proprietary technologies are primarily protected by patents. GLV Finance Hungary Kft., which is part of New GLV’s corporate structure, will own the majority of the Pulp and Paper Group’s patents and trademarks, which will be licensed to the operational units. New GLV ensures the proper management of the application and maintenance of patents and registration and the maintenance of trademarks, and innovation management. The Pulp and Paper Group seeks to protect its technologies and solutions in their main market areas and in segments where patenting is an important part of business. The group’s principal trademarks include:

• GL&V; • Celleco; • Compact Press; • BTF Head box; • IMPCO; • SuperBatch; • DUALOX; • DUFLO.

In order to protect intellectual property in its manufacturing outsourcing strategy, the group usually separates the outsourcing of the various equipment components between different suppliers and does the assembly in its own facilities or directly on the customer’s site.

Employees

As of March 31, 2007 the Pulp and Paper Group had a total of 654 non-unionized employees. A majority of the group’s employees are engineers and other specialists. There were only 11 temporary employees as of March 31, 2007. Historically, the number of contracted employees ranged from 2% to 4% of the group’s employees depending upon the number of contracted projects. The Pulp and Paper Group is comprised of employees with many years of experience in the industry. The retention rate is excellent as it has been maintained above 97% over the last three years. New talented employees with excellent educational backgrounds have joined the group in the last three years.

Employee relations within the Pulp and Paper Group are anticipated by New GLV to continue to be good.

The table below sets forth the number of employees of the Pulp and Paper Group by region as at March 31, 2007.

Location As at March 31, 2007 Europe 174 North America 460 South America 13 South Africa & South East Asia 7 Total 654

Business Premises

The Pulp and Paper Group’s principal business premises are set forth below.

Location Primary use Owned/Leased 3100 Westinghouse, Industrial Park No. 2 Engineering & Sales of Paper Owned Trois-Rivières, Québec G9A 5E1 Machines Canada 175 Crystal Street Engineering, Manufacturing & Sales Owned Lenox, MA 01240 of Pulp & Paper Equipment U.S.A. 141 Burke Street Group Management Office, Leased Nashua, NH 03060 Engineering & Sales of Pulp U.S.A. Equipment 27 Allen Street Engineering, Manufacturing & Sales Owned Hudson Falls, NY 12839 of Dryers and Felt Guide U.S.A. Systems, USA Paper Machine Västertorpsvägen 135 Design, Engineering and Sales of Leased SE-129 44 Hägersten (Stockholm), Sweden Filtration and Pulp Cleaning Equipment Kanikenäsbanken 10 Chemical Pulp Center Leased 652 26 Karlstad Design, Engineering and Sales of Sweden Pulp Equipment Zhukovskogo 63 Sales Office Leased St. Petersburg 193036 Russia Sinikalliontie 9 Engineering and Sales of Leased FIN-02631 Espoo Filtration and Pulp Cleaning Finland Equipment 1, Suman Sudha, Amachi Colony, NDA Engineering and Sales Office Owned Pashan Road Bavdhan PUNE-411 021, India Rua Jose Inocencio de Campos, Engineering and Sales of Pulp & Leased 153 – Sala 63/64 Paper Equipment Edificio Metropolitan Plaza Bairro Cambui 13024-230 Campinas, SP Brazil

Location Primary use Owned/Leased Phase 1 Billington Road Manufacturing and Sales of Leased Rossendale Road Industrial Estate Dewatering Equipment for Paper Burnley, Lancashire BB11 5UB Machine United Kingdom

NEW GLV’S BUSINESS STRATEGY

New GLV’s main goal is to continue to strengthen its business groups’ position as leading global providers of water and wastewater treatment and pulp and paper technological solutions to the market. In line with this, New GLV will continue to implement the Water Treatment and Pulp and Paper Groups’ business strategy, the cornerstones of which are to:

Seek Sustainable Growth

New GLV’s Management believes that the two groups should continue to experience sustainable growth through the pursuit of a number of measures, which are expected to include:

Business acquisitions: New GLV will continue to seek opportunities to expand and strengthen the groups’ technology portfolio and brand names. The same acquisition model will continue to be applied, which incorporates focus on intellectual property, aftermarket, divestiture of non add-value assets and efficient integration;

Focus on selected geographic markets: Certain markets such as China, India, Australia, the Middle East and Russia provide the Water Treatment Group and the Pulp and Paper Group with opportunities for growth, as these markets are expected to continue experiencing considerable growth;

Increasing after-market business: The Water Treatment Group will further focus on providing customers with original equipment quality spare parts and optimization services. Due to its lifetime expectation, the MBR, in particular, should start to give rise to new after-market business opportunities. While pursuing its successful strategy of focusing on the aftermarket in mature markets such as North America and Western Europe, the Pulp and Paper Group will intensify its aftermarket strategy in other parts of the world towards which investments in new pulp and paper infrastructures are shifting, so as to position itself to support the new equipment currently being installed with spare parts and other aftermarket services.

Improve Profitability

Following the numerous acquisitions in both groups, Management of New GLV believes that there are several opportunities to improve profitability, by:

Improving operational efficiency: Both groups continuously review the possibilities to improve the efficiency of their sourcing operations and the opportunity to outsource the fabrication of components to regions with competitive manufacturing cost. China and India, in particular, offer growing opportunities to procure manufacturing at lower costs. The Water Treatment Group and the Pulp and Paper Group share teams in China and India in order to develop the outsourcing network and maintain strong control over quality by securing local internal resources;

Maintaining an optimal and flexible cost structure and low fixed costs: Management of New GLV will be committed to maintaining a strong control over fixed costs throughout the organization through the efficient use of New GLV’s personnel and other resources, efficient integration and restructuring of acquired operations and the promotion of an entrepreneurial culture.

Project Types and Project Risk Management

Most of the Water Treatment and Pulp and Paper contracts are obtained through competitive tendering processes. The main project type that the groups engage in is limited to the supply of specific equipment and components for new or existing plants or mills. In such cases, the engineering, construction and equipment procurement of customer plants are the responsibility of other companies. From time to time, the groups may engage in Engineering, Procurement and Construction (EPC) projects, whereby they agree to take responsibility for the engineering, equipment procurement and construction of the plant or mill. However, New GLV’s philosophy will be to limit its exposure to such projects because they are perceived as riskier and requiring a different type of expertise than merely supplying equipment. Typical project sizes range from $1 to $5 million with project duration from 6 to 12 months.

Normally, customers provide a relevant payment at the beginning of the project or upon shipment of the equipment. The remaining part of payment is typically paid by the customer upon demonstration of the performance of the plant, process or equipment resulting in an acceptance of the work. The groups’ liabilities and guarantees for most of the projects they undertake are secured by insurance bonding, retention of money or letters of credit. Most projects in which the Water Treatment Group and the Pulp and Paper Group participate also include post-completion guarantees for a one to two year warranty period, which is covered by insurance bonding, money retention or letters of credit. Most of the letters of credit related to the above are obtained from banks and are often on first demand, irrevocable and unconditional.

Most of the groups’ project contracts are awarded on a fixed-price basis. The contracts typically include milestones and payment schedules, which define the frequency and amount of payment over the course of the project. However, the total amount payable by the customer is fixed and New GLV will have the responsibility for the quantification and accurate estimation of the work and supplies of the project and will be subject to the risk of increase in the cost of, among others, materials and labor. Estimating contract costs accurately is very important to the groups’ profitability. Costs are carefully monitored throughout the life of a project to protect against significant cost overruns.

The management of both groups is responsible for following corporate policy in establishing procedures and guidance to analyze and manage the operational risk relating to projects, with the objective of fully utilizing the business opportunities while controlling risk exposure. When a target is identified or request for an offer is received, the proposal to prepare and submit a tender is generally made by the management of the division or business group. The approval procedures are based on the special features of the project. These features include the size of the project in terms of value, risk relating to the project and the novelty of the technology used in the project. In the highest risk potential cases, after the initial approval by the group’s Vice-President, the final approval is granted by the Chief Operating Officer or the Chief Executive Officer.

Sales & Marketing

The Water Treatment and the Pulp and Paper Groups primarily obtain product orders through (a) direct sales by employees assigned to specific regions, industries or products, or (b) distributors or independent sales representatives. In addition, they use distributors and sales agents to supplement the direct sales force in countries where it is not economical to have direct sales staff or is otherwise beneficial from a business standpoint. The groups generate a majority of their sales leads through existing relationships with vendors, customers and prospects or through referrals.

The marketing function of both groups is an integrated part of the operations. The objective of the marketing function is to develop marketing communication activities. The operational teams are responsible for developing strategies and identifying business opportunities.

Research and Development

New GLV will invest in the improvement and development of existing technologies through customized product development in collaboration with its customers. For that reason, a majority of the costs will not be presented separately in its financial reporting but will be included on specific jobs. For specific developments not directly related to a project, the groups’ management will have to follow New GLV’s corporate standards in terms of

development success and commercial success criteria. The final approval to launch a project will be given by the development committee composed of senior executives of New GLV and senior managers of each of the Water Treatment and Pulp and Paper groups.

Employees

The table below sets forth the number of corporate employees by country as at March 31, 2007, all of which are non-unionized employees.

Location As at March 31, 2007 Canada 45 USA 11 Total 56

Insurance

New GLV will be exposed to various operational risks in the normal course of business, some of which will be transferred to third parties under insurance policies. New GLV will have a self-insurance policy where the foreseeable losses from self-insurance will be relatively low in comparison with the cost of purchasing insurance from third parties.

New GLV will maintain insurance coverage for risks associated with civil liability. It will opt to assume a portion of the losses it could sustain in the form of a deductible, so as to lower the costs associated with such protection. New GLV will manage the retention of the civil liability related risk through a captive insurance company. New GL&V’s potential liability under the terms of the self-insurance policy will be at a maximum aggregate of $3 million per annum, that will be subject to deductibles and other factors specific to each claim.

Management of New GLV believes that the combination of third-party insurance and self-insurance, which will be implemented, will provide adequate protection against major unexpected losses, while reducing its operating costs and limiting its overall risk.

Material Contracts

The Water Treatment Group and the Pulp and Paper Group have not entered into any material contract outside the ordinary course of business during the two years preceding the date of this Circular.

Manufacturing Unit

As at March 31, 2007 the Manufacturing Unit had a total of 162 employees located in Trois-Rivières, Québec, Canada. Of those, 123 employees were unionized personnel. The union agreement was renewed at the beginning of June 2007 for a five-year period with a high degree of collaboration in order to maintain a high level of quality, to increase efficiency and to remain competitive within the global market.

Financing of New GLV

New GLV obtained fully underwritten and committed credit facilities of $175 million from National Bank of Canada Inc. (“NBC”). The credit facilities will consist of two secured non-reducing revolving credits totaling $175 million. Of that amount, $125 million may be used to meet day-to-day financing requirements, issue letters of credit and finance business acquisitions. The remaining $50 million may be used to issue letters of credit guaranteed by Export and Development Canada (“EDC”). NBC and New GLV will proceed to a syndication of the credit facilities with a banking syndicate and will negotiate an agreement with EDC that should reflect the terms and conditions to those currently in place with GL&V.

SELECTED FINANCIAL INFORMATION AND MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS

Selected Combined Carve-Out and Pro Forma Financial Information

Management’s Discussion and Analysis of Financial Conditions and Results of Operations

Basis of Presentation

This Management’s Report deals with the operating units, Water Treatment Group, Pulp and Paper Group, and Manufacturing Unit (the “Retained Businesses”) of Groupe Laperrière & Verreault Inc. (“GL&V”) for the fiscal years ended March 31, 2007, 2006 and 2005. Subject to regulatory and shareholders’ approval, substantially all of the assets and liabilities of the Retained Businesses will be transferred to the new corporation GLV Inc. (“New GLV”) incorporated on May 15, 2007.

This Management’s Report should be read in conjunction with the audited combined carve-out financial statements included in this Information Circular (the “Circular”). The reader should also refer to the “Risks Factors” section of the Circular for a description of the factors that may affect the future financial position, cash flows and operating results of New GLV and of its operating units.

The combined carve-out financial statements and accompanying notes contained in the Circular have been prepared in accordance with Canadian generally accepted accounting principles (“GAAP”). They have been derived from the accounting records of GL&V using the historical cost basis of assets and liabilities and historical results of operations of the Retained Businesses as well as a breakdown, for each fiscal year, of the historical corporate expenses incurred by head office in regard to those operations.

In this Management’s Report, the fiscal year ended March 31, 2007 and the fiscal years ended March 31, 2006 and 2005 are designated by the terms “fiscal 2007”, “fiscal 2006” and “fiscal 2005”.

Unless otherwise indicated, the financial information presented in this Management’s Report, including tabular amounts, is expressed in Canadian dollars. The Canadian dollar is also GL&V’s and New GLV’s measurement currency. Unless otherwise indicated, the analysis of financial results for the reporting period in question is made in comparison with financial results for the equivalent period of the previous fiscal year.

Unless otherwise indicated, the financial information presented in this Management’s Report, including tabular amounts, is prepared in accordance with Canadian GAAP. The information contained in the Management’s Report also includes some figures that are not performance measures consistent with GAAP, specifically:

• EBITDA: earnings before amortization, financial expenses and income taxes;

• normalized EBITDA: according to the reporting periods, EBITDA before restructuring costs, gain on disposal of commercial activities, gains or losses on disposal of property, plant, equipment and other assets, and impairment of property, plant and equipment;

• EBIT: earnings before financial expenses and income taxes;

• normalized EBIT: according to the reporting periods, EBIT before restructuring costs, gain on disposal of commercial activities, gains or losses on disposal of property, plant, equipment and other assets, and impairment of property, plant and equipment; and

• normalized net earnings: according to the reporting periods, earnings before restructuring costs and gain on disposal of commercial activities (all net of related income taxes).

Such measures allow Management to assess the operational and financial performance of the various operating groups. These measures are also commonly used by the investment community to analyze and compare the performance of companies engaged in the same industries. However, they are not intended to be regarded as alternatives to other financial accounting performance measures or to the statement of cash flows as a measure of liquidity. They are not intended to represent funds available for debt service, dividends, reinvestment or other discretionary uses, and should not be considered in isolation or as a substitute for performance measures prepared in accordance with Canadian GAAP. Management’s definition of these measures may not be similarly titled measures reported by other companies. A table presenting the reconciliation between these measures and

the most comparable Canadian GAAP measures for the fiscal years ended March 31, 2007, 2006 and 2005 is included in this Management’s Report.

Forward-Looking Statements

Management’s Report is designed to assist investors in understanding the nature and the importance of the changes and trends, as well as the risks and uncertainties associated with the Retained Businesses’ operations and financial position. The statements set forth in this Management’s Report and certain other sections of the Circular that describe Management’s objectives, projections, estimates, expectations or forecasts may constitute forward-looking statements within the meaning of securities legislation. Positive or negative verbs such as “plan”, “evaluate”, “estimate” and “believe” as well as other related expressions are used to identify such forward-looking statements. Management would like to point out that, by their very nature, forward-looking statements involve a number of risks and uncertainties such that actual and future results could differ materially from those indicated. There can be no assurance as to the materialization of the results, performance or achievements as expressed in or underlying the forward-looking statements. Unless required to do so pursuant to applicable securities legislation, Management assumes no obligation as to the updating or revision of the forward-looking statements as a result of new information, future events or other changes.

Overview

Description of Retained Businesses

New GLV will be a global provider of processes and technologies designed for various environmental, municipal and industrial applications. The Retained Businesses are divided into two main groups (the “groups”):

• The Water Treatment Group specializes in the development and marketing of equipment for the treatment of municipal and industrial wastewater, and water used in various industrial processes, as well as water intake screening solutions for certain types of power stations and desalination plants.

• The Pulp and Paper Group specializes in the design and marketing of equipment used in various stages of pulp and paper production, notably pulp preparation and sheet formation, and is recognized worldwide as a leader in rebuilding, upgrading and optimization services for existing pulp and paper equipment.

In addition, the Manufacturing Unit specializes in the production of large custom-made parts for external customers involved mainly in the pulp and paper and energy sectors, as well as for the Pulp and Paper Group.

The Retained Businesses are present worldwide and employ approximately 1,400 people.

General Corporate Expenses Allocated to Retained Businesses, Bonus Expenses, Stock Options and Other Stock-based Compensation Plans

GL&V has allocated to the Retained Businesses most of selling and administrative expenses of the corporate office (included in the item “Administrative expenses” in the combined carve-out statement of earnings) on the basis of the percentage of revenues generated. Such allocated costs include human resources, legal, treasury, insurance, finance, taxation, marketing, accounting, strategy, investor relations and public affairs. The costs allocated are not necessarily indicative of the costs that would have been incurred if the Retained Businesses had performed the functions as a stand-alone company, nor are they indicative of costs that will be incurred by New GLV in the future. Upon completion of the reorganization and transfer of the Retained Businesses, New GLV will perform these functions using its own resources or purchased services.

Bonus expenses relating to GL&V’s corporate office employees are allocated on the basis of earnings before restructuring costs, amortization, financial expenses and income taxes of each combined entity. These expenses are not necessarily indicative of what they would have been had the Retained Businesses been a stand-alone entity during the years presented.

Stock option expenses and other stock-based compensation expenses in the combined carve-out financial statements of earnings include the expenses related to the fair value of awards held by the employees of the Retained Businesses, as well as an allocation based on earnings before restructuring costs, amortization, financial expenses and income taxes of each combined entity, for GL&V’s corporate office employees during the years presented. These expenses are not necessarily indicative of what the expenses would have been had the Retained Businesses been a stand-alone entity during the years presented.

Overview of Financial Results for the Past Three Fiscal Years

Within the last two fiscal years, the Water Treatment Group and the Pulp and Paper Group completed five business acquisitions each, for a total of ten. (See the “Information Concerning New GLV; Recent Developments and Acquisitions” sections of the Circular.) Coupled with organic growth, these acquisitions contributed to raise revenues of the Retained Businesses by $141.6 million or 48.4% between March 31, 2005 and 2007, representing an average annual growth of 24.2%.

During the same period, combined carve-out normalized EBITDA grew by $6.8 million or 44.7% (average annual growth of 22.3%), due to the contribution of the acquired businesses, their efficient integration with existing operations, tight cost control and the development of the Retained Businesses’ global network of subcontractors, to which a large part of manufacturing is outsourced in order to maintain a competitive and flexible cost structure.

Normalized EBIT posted slower growth than normalized EBITDA, i.e. 23.9% for an average annual growth of 12.0%, due to the increase in amortization expenses arising from the acquisitions, especially the amortization of intangible assets. In fact, the expansion strategy of the Retained Businesses is essentially focused on the acquisition of technologies, trademarks and other strategic assets that enable them to provide an international customer base with comprehensive value-added solutions, and thereby to secure an advantageous position in growth niches within various markets. Furthermore, their distinctive aftermarket expertise as OEM manufacturers of an extensive range of products with globally recognized brand names allows them to benefit from a source of recurring aftermarket revenues yielding attractive profit margins. At present, the aftermarket business is especially developed in the Pulp and Paper Group.

Normalized net earnings decreased by $0.6 million between 2005 and 2007, due primarily to the increase in amortization expense of intangible assets.

Selected Financial Information

The following tables present selected combined carve-out financial information relating to the Retained Businesses, including certain segmented information concerning the two major operating units: the Water Treatment Group and the Pulp and Paper Group. The information relating to the Manufacturing Unit is included in the item “Other and eliminations”, since this unit does not meet the quantitative criteria stipulated in CICA Handbook Section 1701 for reportable segments. The following information should be read in conjunction with (i) the Management’s Report and (ii) the combined carve-out financial statements and accompanying notes as at March 31, 2007, 2006 and 2005 contained in the Circular.

Summary of Operating Results (in thousands of $) Year 2007 Year 2006 Year 2005 Revenues: Water Treatment 212,040 116,015 74,819 Pulp and Paper 217,674 218,028 213,255 Other and eliminations 4,540 8,338 4,604 Total 434,254 342,381 292,678 Gross Margin 95,308 73,411 64,530 EBITDA 23,701 15,887 7,436 Normalized EBITDA: Water Treatment 13,089 5,418 3,920 Pulp and Paper 15,215 17,354 15,996 Other and eliminations (6,443) (5,639) (4,807) Total 21,861 17,133 15,109 Amortization(1): Water Treatment 4,397 521 158 Pulp and Paper 2,771 2,302 2,780 Other 2,413 2,233 2,260 Total 9,581 5,056 5,198 EBIT 14,120 10,831 2,238 Normalized EBIT: Water Treatment 8,692 4,897 3,762 Pulp and Paper 12,444 15,052 13,216 Other and eliminations (8,856) (7,872) (7,067) Total 12,280 12,077 9,911 Financial Expenses 2,902 1,943 2,297 Income Taxes 5,749 2,934 (218) Net Earnings 5,469 5,954 159 Normalized Net Earnings 4,429 5,954 5,034

(1) Excluding accelerated amortization related to the restructuring of the Pulp and Paper Group in 2005.

Summary of Variations (in thousands of $ and percentages) 2007 versus 2006 2006 versus 2005 Revenues : $ % $ % Water Treatment 96,025 82.8 41,196 55.1 Pulp and Paper (354) (0.2) 4,773 2.2 Other and eliminations (3,798) (45.6) 3,734 81.1 Total 91,873 26.8 49,703 17.0 Gross Margin 21,897 29.8 8,881 13.8 EBITDA 7,814 49.2 8,451 113.6 Normalized EBITDA: Water Treatment 7,671 141.6 1,498 38.2 Pulp and Paper (2,139) (12.3) 1,358 8.5 Other and eliminations (804) (14.3) (832) (17.3) Total 4,728 27.6 2,024 13.4 Amortization: Water Treatment 3,876 744.0 363 229.7 Pulp and Paper 469 20.4 (478) (17.2) Other 180 8.1 (27) (1.2) Total 4,525 89.5 (142) (2.7) EBIT 3,289 30.4 8,593 384.0 Normalized EBIT: Water Treatment 3,795 77.5 1,135 30.2 Pulp and Paper (2,608) (17.3) 1,836 13.9 Other and eliminations (984) (12.5) (805) 11.4 Total 203 1.7 2,166 21.9 Financial Expenses 959 49.4 (354) (15.4) Income Taxes 2,815 95.9 3,152 (1,445,9) Net Earnings (485) (8.1) 5,795 3,644.7 Normalized Net Earnings (1,525) (25.6) 920 18.3

Cash Flow and Balance Sheet Highlights (in thousands of $) March 31, 2007 March 31, 2006 March 31, 2005 Operating cash flows (22,251) 15,429 10,298 Business acquisitions (57,328) (22,116) - Acquisition of property, plant and equipment (5,385) (4,040) (3,419) Total assets 371,423 217,673 Invested net equity 116,418 94,498 Available short-term cash (1) 21,242 23,811 Long-term liabilities (2) 116,981 41,773 Total net debt (3) 89,108 12,056

(1) Comprises cash and cash equivalents and temporary investments. (2) Comprises advances from companies under common control and long-term debt, including their current portions, as well as liabilities under pension plans. (3) Comprises advances from companies under common control and long-term debt, including their current portions, less available cash. 83

Information Regarding Non-Canadian GAAP Measures

The following table presents reconciliation between the non-Canadian GAAP measures used and the most comparable GAAP measures for the fiscal years ended March 31, 2007, 2006 and 2005: 84

Fiscal Year Ended March 31, 2007 Compared to Fiscal Year Ended March 31, 2006

Combined carve-out revenues grew by $91.9 million or 26.8%, from $342.4 million in 2006 to $434.3 million in fiscal 2007. It should be noted that the Retained Businesses are conducted in numerous countries and financial results are therefore exposed to the fluctuations in certain currencies compared to the Canadian dollar, primarily the U.S. dollar, the Euro and the pound Sterling. During fiscal 2007, exchange rate fluctuations had an unfavourable impact of $3.5 million on revenues of the Retained Businesses, mainly affecting the Pulp and Paper Group. At constant exchange rates, total revenues would have grown by 27.9%.

• The Water Treatment Group posted an increase of $96.0 million or 82.8% in its revenues which rose from $116.0 million in 2006 to $212.0 million in 2007. This performance is mainly attributable to the five acquisitions of the past two years which have provided it with new technologies subject to growing demand worldwide (see the “Information Concerning New GLV” section of the Circular). Excluding its acquisitions, this group’s revenues were relatively stable compared with 2006.

• The Pulp and Paper Group’s revenues were stable, amounting to $217.7 million in 2007 compared with $218.0 million in 2006. Notwithstanding currency fluctuations, they would have posted a 1.7% increase due to the five acquisitions of fiscal 2007 and 2006 (see “Information Concerning New GLV” section of the Circular). This group’s revenues posted stronger growth in the aftermarket, mainly in North America, as a result of the acquisitions of the past two years, in particular those of Perplas in 2006 and KanEng, the principal assets related to the refiner business of J&L Fiber Services and the principal assets of the Huyck Dewatering Equipment division in 2007, as well as organic growth. Conversely, revenues from the sale of new equipment declined, largely due to the completion of a major contract for new equipment in Russia during the previous year.

The Manufacturing Unit’s revenues decreased by $2.1 million or 9.2%, amounting to $20.6 million in 2007.

The Retained Businesses’ combined revenues derived from the execution of new equipment contracts grew by 41.8% to $270.9 million in 2007. Hence, they accounted for 63.1% of total revenues (before inter-segment eliminations), compared with 56.4% the previous year. This stronger proportion is attributable to the growth of the Water Treatment Group, which generates most of its revenues in the new equipment segment (87.0% in 2007, 80.2% in 2006 and 83.3% in 2005). Aftermarket revenues rose by 7.2% to $158.4 million. This growth is mainly due to the Pulp and Paper Group’s acquisitions and organic growth, as this group generates more than half of its revenues in the aftermarket (59.0% in 2007, 55.5% in 2006 and 60.5% in 2005). The Water Treatment Group also increased its aftermarket revenues in 2007. The aftermarket thus accounted for 36.9% of total business volume in fiscal 2007, versus 43.6% in 2006.

The geographic breakdown of fiscal 2007 revenues from the Retained Businesses was as follows:

• 46% of revenues were derived from customers located in the United States (compared with 52% in 2006 and 57% in 2005);

• 30% in Europe and Russia (21% in 2006 and 19% in 2005);

• 11% in Asia Pacific (8% in 2006 and 8% in 2005);

• 8% in Canada (11% in 2006 and 13% in 2005);

• 3% in Latin America (4% in 2006 and 2% in 2005); and

• 2% in Africa and the Middle East (4% in 2006 and 1% in 2005).

These figures show a significant growth in the proportion of revenues generated in Europe as a result of the recent acquisitions in both the Water Treatment Group and the Pulp and Paper Group. These acquisitions have not only helped the groups establish a more influential presence in the European market, but also allowed them to achieve breakthroughs in other parts of the world by providing them with a broader range of technologies and

recognized trademarks, as well as access to outsourcing networks. For instance, revenues from emerging markets (especially Russia, India and China) and the Southern Hemisphere have risen since 2005 as the Pulp and Paper Group undertook to broaden its business outside North America, while the Water Treatment Group’s acquisitions have also enabled it to increase its international presence.

The combined carve-out gross margin grew by $21.9 million or 29.8%, from $73.4 million in 2006 to $95.3 million in 2007. Expressed as a percentage of revenues, the gross margin also improved from 21.4% in 2006 to 21.9% in 2007. This improvement was achieved despite the unfavourable impact of $1.6 million of currency fluctuations (mostly affecting the Pulp and Paper Group), and despite the lesser proportion of aftermarket revenues, which carry a higher average gross margin than revenues derived from new equipment projects. The improvement in the gross margin is attributable to the increase in the Water Treatment Group’s revenues and overall profitability. Despite the unfavourable impact of currency fluctuations, the Pulp and Paper Group’s gross margin remained at the same level as in 2006, both in dollars and as a percentage of its revenues.

Operating expenses increased by $14.1 million or 24.5% to $71.6 million, compared with $57.5 million in 2006. The ten acquisitions of the past two fiscal years raised selling expenses by $8.6 million or 27.5%. The $5.5 million or 20.8% increase in administrative expenses is also partly attributable to the acquisitions, and partly to increased head office expenses allocated to the Retained Businesses and, in particular, to an increase in wages, including certain non-recurring expenses incurred notably upon the retirement of a senior officer, and to an increase in stock-based compensation expense.

During fiscal 2007, a $1.5 million non-recurring gain was realized on the disposal of non-strategic commercial activities acquired in the previous year by the Pulp and Paper Group. Including this non-recurring gain, combined carve-out EBITDA amounted to $23.7 million in fiscal 2007, up by $7.8 million or 49.2% over $15.9 million in 2006. Excluding the non-recurring gain for 2007, and also excluding a $1.2 million impairment loss recorded in 2006 on a property of the Pulp and Paper Group, as well as gains and losses on disposal of various assets recorded during both fiscal years, normalized EBITDA rose by 27.6% to $21.9 million in 2007 compared with $17.1 million in 2006. The normalized EBITDA margin as a percentage of revenues was thus stable compared with 2006, at 5.0%, despite the unfavourable impact of $1.2 million attributable to currency fluctuations and higher operating expenses. The segmented breakdown of normalized EBITDA (excluding non- recurring items for both fiscal years) was as follows:

• The Water Treatment Group’s normalized EBITDA rose by 141.6% from $5.4 million in 2006 (representing a 4.7% margin as a percentage of revenues) to $13.1 million in 2007 (6.2% margin). This group’s profitability particularly improved during the fourth quarter of fiscal 2007. Besides revenue growth, the improvement is attributable to the growth contribution of Brackett Green, Enviroquip and Copa, as well as to the revenues recorded during the fourth quarter in connection with a major contract for a large-scale water intake screening system in Qatar.

• The Pulp and Paper Group’s normalized EBITDA decreased by $2.1 million or 12.3%, from $17.4 million in 2006 (normalized EBITDA margin of 8.0%) to $15.2 million in 2007 (7.0% margin). The decreases in the group’s normalized EBITDA and normalized EBITDA margin are largely due to currency fluctuations which had an unfavourable impact of $1.5 million on this group’s EBITDA. They are also attributable to the additional costs incurred during the fourth quarter to set up its new technology centre in Karlstad (Sweden) following the December 2006 acquisition of state-of-the-art pulp processing technologies.

• Finally, allocated net expenses related to corporate activities and the Manufacturing Unit increased by $0.8 million or 14.3% to $6.4 million. This rise can be explained by the addition of new resources, by an increase in GL&V’s stock-base compensation resulting from a good stock performance, and by certain non-recurring wage-related expenses, including those incurred on the retirement of a senior officer. Moreover, the Manufacturing Unit has been affected for several quarters by deteriorating market conditions for its external customers, especially Canadian pulp and paper manufacturers. Management expects its contribution to improve following a reorganization of its operations and the recent booking of

major contracts by the Pulp and Paper Group, part of the production of which will be outsourced to the Manufacturing Unit.

Amortization expenses amounted to $9.6 million in 2007, up from $5.1 million in 2006. This $4.5 million or 89.5% increase is attributable to the growth in intangible assets, particularly technologies, trademarks and customer relations resulting from the acquisitions of the past two fiscal years. The increase in amortization primarily affected the Water Treatment Group. Consequently, combined carve-out normalized EBIT totalled $12.3 million in 2007, up from $12.1 million in 2006. The normalized EBIT margin as a percentage of revenues decreased from 3.5% in 2006 to 2.8% in 2007. This decline is mostly attributable to the increase in amortization.

• The Water Treatment Group’s normalized EBIT grew by $3.8 million or 77.5% to $8.7 million in 2007, up from $4.9 million in 2006. This growth is attributable to the aforementioned factors. Conversely, its normalized EBIT margin declined from 4.2% to 4.1%, as a result of the increased amortization of its intangible assets.

• The Pulp and Paper Group’s normalized EBIT decreased by $2.6 million or 17.3% to $12.4 million in 2007, compared with $15.1 million in 2006. Its normalized EBIT margin declined from 6.9% to 5.7% due to currency fluctuations and the aforementioned factor.

• Net expenses related to corporate activities and the Manufacturing Unit increased by $1.0 million or 12.5% to $8.9 million, due to the aforementioned factors.

Financial expenses increased by $1.0 million or 49.4%, from $1.9 million in 2006 to $2.9 million in 2007. Interest on advances from companies under common control rose by $1.1 million, due mainly to the financing of the year’s acquisitions (especially those of Enviroquip and Copa). A favourable variation of $0.1 million in other financial expenses was recorded mainly due to gains on forward exchange contracts, which are recognized at their fair value. (For further information, see note 20 accompanying the combined carve-out financial statements included in the Circular.)

The increase in the effective tax rate, which rose from 33.0% in 2006 to 51.2% in 2007, is due primarily to the reversal of certain future income tax assets booked on previous year losses.

Fiscal 2007 thus yielded combined carve-out net earnings of $5.5 million, compared with $6.0 million the previous year. Excluding the 2007 gain on disposal of commercial activities, net of related income taxes, normalized net earnings decreased by $1.5 million or 25.6% to $4.4 million. Besides the negative impact of currency fluctuations, this decline can largely be explained by the increase in amortization and financial expenses resulting from the expansion through acquisitions achieved in 2006 and 2007. The benefits of the integration and optimization of these acquisitions should materialize in upcoming quarters.

Fiscal Year Ended March 31, 2006 Compared to Fiscal Year Ended March 31, 2005

Combined carve-out revenues grew by $49.7 million or 17.0% to $342.4 million in fiscal 2006, up from $292.7 million in 2005. Exchange rate fluctuations had an unfavourable impact of $24.4 million on 2006 revenues, without which they would have grown by more than 25.0%. This increase is attributable to the four acquisitions made by the Water Treatment Group and the Pulp and Paper Group during fiscal 2006, as well as organic growth.

• The Water Treatment Group’s revenues grew by $41.2 million or 55.1% ($49.3 million or 65.9% increase at constant exchange rates) to $116.0 million in 2006, compared with $74.8 million in 2005. This performance was mostly driven by the three acquisitions of fiscal 2006, particularly that of Brackett Green in November 2005. This group also intensified its market development efforts with a focus on the process water and industrial wastewater treatment segment, which enabled it to generate organic growth of approximately 5.7% (at constant rate).

• The Pulp and Paper Group’s revenues rose by 2.2% to $218.0 million in 2006, compared with $213.3 million in 2005. At constant exchange rates, this group’s revenues would have posted an

increase of $20.8 million or 9.8%. This increase partly came from the acquisition of Perplas at the beginning of fiscal 2006, but even more from the organic growth attributable to the execution of several new equipment contracts on the international scene, including a major order in Russia, combined with sustained aftermarket activity in North America and Europe.

The Manufacturing Unit’s revenues increased by $1.1 million or 5.1% to $22.6 million in 2006.

Total revenues from the execution of new equipment contracts grew by 27.5% to $191.0 million in 2006. They thereby accounted for 56.4% of combined carve-out revenues (before inter-segment eliminations), up from 51.3% in 2005, due primarily to the Water Treatment Group’s acquisitions. Aftermarket revenues rose by 3.8% to $147.8 million in 2006. This increase is attributable to the acquisition of Perplas, the Pulp and Paper Group’s organic growth and the Water Treatment Group’s increased revenues in the aftermarket. This segment thus accounted for 43.6% of total revenues in 2006, versus 48.7% in 2005.

The combined carve-out gross margin grew by $8.9 million or 13.8% to $73.4 million in 2006, up from $64.5 million in 2005, despite the negative impact of $6.9 million attributable to currency fluctuations. Excluding this factor, the gross margin would have grown by more than 24%, driven by the Water Treatment Group’s revenue growth and the restructuring completed by the Pulp and Paper Group during the previous fiscal years.

Operating expenses (excluding fiscal 2005 restructuring costs) increased by $7.8 million or 15.7% to $57.5 million, compared with $49.7 million in 2005. The $2.5 million increase in selling expenses is basically attributable to the acquisitions of fiscal 2006, especially those of Jones & Attwood and Brackett Green. The $5.3 million increase in administrative expenses is attributable to the acquisitions, as well as higher wages due to the addition of new resources and the rise in the stock-based compensation expense as a result of GL&V’s solid share performance.

Fiscal 2005 results included non-recurring restructuring costs of $7.4 million, comprised mostly of workforce reduction, closure and other expenses, as well as non-cash losses on the disposal and write-off of property, plant and equipment. In the second half of fiscal 2004, the Pulp and Paper Group effectively initiated a major restructuring program extending over a period of approximately ten months, to further adapt its cost structure to new market trends. The program consisted mainly in closing, selling and writing off property, plant and equipment, outsourcing certain manufacturing operations, and streamlining various business locations in North America and Europe. (For further information, see note 18 accompanying the combined carve-out financial statements included in the Circular.) This restructuring enabled the Pulp and Paper Group to achieve recurring savings on an annualized basis, which started to materialize in the second half of fiscal 2005.

Considering non-recurring restructuring costs for fiscal 2005, combined carve-out EBITDA grew by $8.5 million or 113.6% to $15.9 million in 2006, compared with $7.4 million in 2005. Excluding restructuring costs for 2005, the $1.2 million impairment loss on a property of the Pulp and Paper Group for 2006, as well as gains and losses on disposal of property, plant and equipment for the two comparative periods, normalized EBITDA amounted to $17.1 million in 2006, compared with $15.1 million in 2005. This 13.4% increase (32.4% increase at constant exchange rates) is attributable to the Water Treatment Group’s revenue growth and to an improvement in the Pulp and Paper Group’s profitability. However, the normalized EBITDA margin as a percentage of revenues slightly decreased from 5.2% in 2005 to 5.0% in 2006, partly due to the negative impact of exchange rates and to the Water Treatment Group expansion through acquisitions. The segmented breakdown of normalized EBITDA (excluding non-recurring items for both fiscal years) was as follows:

• The Water Treatment Group’s normalized EBITDA rose to $5.4 million from $3.9 million in 2005. It thereby grew by $1.5 million or 38.2% (46.7% growth at constant exchange rates), as a result of the three acquisitions of fiscal 2006. However, its normalized EBITDA margin declined from 5.2% in 2005 to 4.7% in 2006, due primarily to the addition of Brackett Green in November 2005, the integration and rationalization of which were initiated only toward the end of fiscal 2006.

• The Pulp and Paper Group’s normalized EBITDA improved by $1.4 million or 8.5% to $17.4 million in 2006, compared with $16.0 million in 2005 ($3.9 million or 24.2% growth at constant exchange rates). Despite the impact of $2.5 million caused by exchange rate fluctuations, its normalized EBITDA margin

rose from 7.5% in 2005 to 8.0% in 2006. This improvement is attributable to the restructuring completed in 2005, its more targeted aftermarket organization and the positive contribution of Perplas, acquired in early fiscal 2006.

• Net expenses related to corporate activities and the Manufacturing Unit increased by $0.8 million or 17.3% to $5.6 million in 2006. This variation can be explained by the decline in the Manufacturing Unit’s results in light of difficult market conditions for its external customers, especially Canadian pulp and paper manufacturers, and higher wages at the corporate level.

Despite the acquisitions of fiscal 2006, amortization expenses slightly declined, amounting to $5.1 million in 2006 compared with $5.2 million in 2005. This decrease is mostly due to the disposal of property, plant and equipment in 2005 as part of the Pulp and Paper Group’s restructuring. Hence, combined carve-out normalized EBIT rose by 21.9% to $12.1 million in 2006, compared with $9.9 million in 2005, whereas the normalized EBIT margin as a percentage of revenues grew from 3.4% in 2005 to 3.5% in 2006, despite the negative impact of approximately $2.5 million attributable to currency fluctuations.

• The Water Treatment Group’s normalized EBIT grew by $1.1 million or 30.2% to $4.9 million in 2006, up from $3.8 million in 2005 ($1.4 million or 37.7% improvement at constant exchange rates), whereas its normalized EBIT margin decreased from 5.0% to 4.2%, due to the aforementioned factors.

• Also due to the aforementioned factors, the Pulp and Paper Group’s normalized EBIT improved by $1.8 million or 13.9% ($4.2 million or 31.6% growth at constant exchange rates) to $15.1 million in 2006, compared with $13.2 million in 2005. Its normalized EBIT margin rose from 6.2% to 6.9%, despite currency fluctuations.

• Net expenses related to corporate activities and the Manufacturing Unit increased by $0.8 million or 11.4% to $7.9 million.

Financial expenses were reduced by $0.4 million or 15.4%, from $2.3 million in 2005 to $1.9 million in 2006. This improvement can be explained by a $0.4 million reduction in interest on advances from companies under common control. It should be noted that fiscal 2006 acquisitions were largely financed by available cash and the proceeds from the disposal of property, plant, equipment and various other assets and an additional investment by GL&V in the Retained Businesses. The increase in unrealized losses on derivative financial instruments and in other financial expenses were offset by higher exchange rate gains and interest income than the previous year. (For further information, see note 20 accompanying the combined carve-out financial statements included in the Circular.)

Income taxes of $2.9 million were recorded in 2006, as opposed to an income tax recovery of $0.2 million in 2005.

Hence, fiscal 2006 yielded combined carve-out net earnings of $6.0 million, compared with net earnings of $0.2 million the previous year. Normalized net earnings for 2006 posted a 18.3% increase compared with normalized net earnings of $5.0 million achieved in fiscal 2005, excluding non-recurring restructuring costs (net of related income taxes).

Summary Cash Flows (in thousands of $)

Fiscal Years Ended March 31, 2007 2006 2005

Operating activities: Net earnings 5,469 5,954 159 Non-cash items in net earnings 7,942 4,381 7,840 Net change in operating assets and liabilities (35,662) 5,094 2,299 Total from operating activities (22,251) 15,429 10,298

Financing activities 83,195 46,923 (15,463)

Investing activities (63,200) (24,782) 1,376

Impact of exchange rate fluctuations on cash and cash equivalents (339) (3,264) 896

Net increase (decrease) in cash and cash equivalents (2,595) 34,306 (2,893)

Cash and cash equivalents at year- end 20,399 22,994 (11,312)

Cash Flows for the Fiscal Year Ended March 31, 2007

Cash flows from operating activities (before net change in operating assets and liabilities) totalled $13.4 million in 2007, compared with $10.3 million in 2006, as the decrease in net earnings was compensated by an increase in non-cash net earnings items, including amortization and stock-based compensation expense. Excluding the impact of business acquisitions, net change in operating assets and liabilities used cash flows of $35.7 million in 2007, whereas they had provided cash flows of $5.1 million in 2006. This unfavourable variation mainly reflects the status of contracts in progress less progress billings and the payment of suppliers as at March 31, 2007 compared to March 31, 2006. It should be noted that considering the magnitude of certain contracts executed by the Water Treatment and Pulp and Paper groups, funding requirements related to ongoing operations can vary significantly from quarter to quarter, and even within a single quarter. Consequently, operating activities required net cash flows of $22.3 million in fiscal 2007, whereas they had provided net cash flows of $15.4 million in 2006. This variation is attributable primarily to the year-end status of contracts in progress less progress billings and the payment of suppliers.

Investing activities used net cash flows of $63.2 million in 2007. A $57.3 million cash consideration was invested in the year’s six business acquisitions (see note 23 accompanying the combined carve-out financial statements included in the Circular). In addition, amounts of $5.4 million and $1.1 million were used respectively to purchase property, plant and equipment and to increase other assets, primarily capitalized research and development expenses. Finally, $5.1 million was used for advances to companies under common control. Total investments for the year were partly financed by proceeds totalling $5.8 million from the disposal of property, plant, equipment and commercial activities, more specifically certain non-strategic operations related to Perplas, acquired in 2006 by the Pulp and Paper Group, as well as certain non-strategic activities acquired as part of the Copa acquisition, specifically the Australian stormwater business. (See note 23(b) accompanying the combined carve-out financial statements included in the Circular.)

As for financing activities, an additional investment of $17.1 million by GL&V as well as a $66.1 million increase in advances from companies under common control (net of repayments of long-term debt) served to finance the major part of fiscal 2007 business acquisitions (including the repayment of part of Copa’s debt), the year’s other investments and normal course funding requirements.

After accounting for fiscal 2007 cash inflows and outflows and the impact of exchange rate fluctuations, cash and cash equivalents decreased by $2.6 million, from $23.0 million as at March 31, 2006 to $20.4 million at the same date in 2007.

Cash Flows for the Fiscal Year Ended March 31, 2006

Cash flows from operating activities (before net change in operating assets and liabilities) totalled $10.3 million in 2006, up from $8.0 million in 2005, due mainly to the increase in net earnings from operations. Excluding the impact of the business acquisitions of fiscal 2006, net changes in operating assets and liabilities provided cash flows of $5.1 million in 2006, compared with $2.3 million in 2005, owing primarily to the status of contracts in progress less progress billings and the payment of suppliers at the end of the two reporting periods. Consequently, operating activities provided total cash flows of $15.4 million in fiscal 2006, up from $10.3 million in 2005.

Investing activities used net cash flows of $24.8 million in 2006 including $22.1 million in business acquisitions (see note 23 accompanying the combined carve-out financial statements included in the Circular), $4.0 million in the purchase of property, plant and equipment, and $2.2 million in other assets. Proceeds totalling $3.0 million were realized on the disposal of property, plant and equipment and the variation in temporary and long-term investments.

As for financing activities, an additional net investment of $41.8 million by GL&V and a $5.1 million increase in advances from companies under common control were used to finance business acquisitions.

After accounting for fiscal 2006 cash inflows and outflows and the impact of exchange rate fluctuations, cash and cash equivalents increased by $34.3 million, from a deficiency of $11.3 million as at March 31, 2005 to a surplus of $23.0 million as at March 31, 2006.

Financial Position as at March 31, 2007 compared with March 31, 2006

Summary Balance Sheet (in thousands of $)

As at March 31, 2007 2006

Current assets 250,246 158,575 Long-term assets 121,177 59,098 Total 371,423 217,673

Current liabilities 123,035 74,434 Long-term liabilities 131,970 48,741 Invested equity 116,418 94,498 Total 371,423 217,673

Changes in the combined carve-out financial position of the Retained Businesses between March 31, 2006 and 2007 reflect the following main items:

• the period’s business acquisitions and their financing by long-term advances from companies under common control;

• the status of contracts in progress less progress billings and the payment of suppliers at the end of fiscal 2007;

• the financing of some of the funding requirements in the normal course arising from the Water Treatment’s Group’s growth, as well as the status of contracts in progress less progress billings and the payment of suppliers; and

• the impact of currency fluctuations on the value of assets and liabilities.

Changes in Current Balance Sheet Items (in thousands of $, except ratio)

As at March 31, 2007 2006

Current assets: Cash and cash equivalents and temporary investments 21,242 23,811 Accounts receivable 130,944 78,532 Inventories 27,942 21,273 Contracts in progress (less progress billings) 59,088 29,004 Prepaid expenses, income taxes receivable and future income tax assets 11,030 5,955 Total 250,246 158,575

Current liabilities: Accounts payable and accrued liabilities 121,916 73,981 Income taxes payable and future income tax liabilities 1,119 453 Total 123,035 74,434

Working capital 127,211 84,141 Current ratio 2.03:1 2.13:1

Between March 31, 2006 and 2007, working capital increased by $43.1 million or 51.2%, whereas the current ratio went from 2.13:1 in 2006 to 2.03:1 in 2007. These changes are due mainly to the integration of the operating assets and liabilities of the businesses acquired in 2007 and the variation of the operating assets and liabilities of existing activities as part of the execution of contracts. Principal changes in working capital items were as follows:

• Contracts in progress (less progress billings) and accounts receivable posted a combined increase of $82.5 million or 76.7%, rising to $190.0 million as at March 31, 2007 from $107.5 million as at March 31, 2006, due primarily to the year’s acquisitions, organic growth and the order completion schedule.

• For the same reasons, accounts payable and accrued liabilities increased by $47.9 million or 64.8% to $121.9 million as at March 31, 2007 from $74.0 million a year earlier.

• Despite the acquisitions and organic growth, inventories posted a smaller increase of $6.7 million or 31.3%, reflecting the strategy of outsourcing a large part of manufacturing operations to a network of subcontractors.

Regarding long-term assets, besides the increase in long-term investments of $5.1 million and a $12.9 million growth in property, plant and equipment resulting from business acquisitions and purchases of property, plant and equipment in 2007 (less the period’s disposals of property, plant and equipment and amortization), principal changes consisted of increases of $19.0 million and $30.1 million respectively in goodwill and the value of intangible assets as a result of the acquisitions. Such items stood at $26.5 million and $41.1 million respectively at the end of fiscal 2007. (For further information, see notes 10 and 11 accompanying the combined carve-out financial statements included in the Circular.)

Indebtedness (in thousands of $, except ratio)

As at March 31, 2007 2006

Total net debt: Advances from companies under common control and long-term debt (including current portions) 110,350 35,867 less cash and cash equivalents and temporary investments (21,242) (23,811)

Total net debt (debt free short-term cash) 89,108 12,056

Total net debt to invested capital ratio: Invested capital: Owner’s net equity and translation adjustment 116,418 94,498 Total net debt to invested capital 89,108 12,056 Total 205,526 106,554 Total net debt/invested capital ratio 43.4% 11.3%

Business acquisitions and their financing by means of advances from companies under common control account for most of the $83.2 million increase in long-term liabilities, which rose from $48.7 million as at March 31, 2006 to $132.0 million as at March 31, 2007. As detailed in notes 14 and 15 accompanying the combined carve-out financial statements included in the Circular, advances from companies under common control and long-term debt rose by $74.5 million, from $35.9 million in 2006 to $110.4 million in 2007, due to the financing of the year’s acquisitions (including the assumption of Copa’s debt), and part of the operational requirements arising from business growth and the order completion schedule. Also including the current portion of advances from companies under common control and long-term debt, less cash, cash equivalents and temporary investments, total net debt of Retained Businesses amounted to $89.1 million as at March 31, 2007, as opposed to $12.1 million as at March 31, 2006.

For its part, the $21.9 million growth in the owner’s net equity and translation adjustment is attributable mainly to the year’s net earnings and GL&V’s additional investments in the Retained Businesses. Consequently, the total net debt to invested capital ratio stood at 43.4% as at March 31, 2007 compared to 11.3% a year earlier.

Financing of New GLV

New GLV obtained a fully underwritten and committed credit facility of $175 million from National Bank of Canada Inc. (“NBC”). The credit facilities will consist of two secured non-reducing revolving credits totalling $175 million. Of that amount, $125 million may be used to finance business acquisitions, meet day-to-day financing requirements and issue letters of credit. The remaining $50 million may be used to issue letters of credit guaranteed by Export and Development Canada (“EDC”). NBC and New GLV will proceed to a syndication of the credit facilities with a banking syndicate and will negotiate an agreement with EDC that should reflect the terms and conditions of those currently in place with GL&V.

Contractual Commitments

In addition to the debts appearing in the combined carve-out balance sheet as at March 31, 2007, operating leases for premises and equipment allocated to the Retained Businesses, expiring at various dates until 2015, have total minimum lease payments of approximately $22.6 million as at March 31, 2007 ($23.1 million as at March 31, 2006). Management believes that the cash and cash equivalents, capital resources and net cash flows from operating activities of the Retained Businesses will suffice to finance the capital expenditures, working capital requirements, pension plan contributions and interest and principal payments and long-term debt in a foreseeable future.

Minimum annual payments on operating leases for the next five years and thereafter are as follows:

(in thousands of $) 2008 5,565 2009 4,213 2010 3,396 2011 2,710 2012 2,122 2013 and thereafter 4,596 Total 22,602

New GLV will also be committed under letters of credit and corporate guarantees for the execution of contracts, for an amount that totalled $91.0 million as at March 31, 2007 ($37.3 million in 2006).

Under the terms of the Master Carve-out Agreement with FLS, New GLV shall indemnify GL&V and each of its subsidiaries for any damage arising out of or connected with any carve-out taxes in excess of $13.0 million arising out of the Carve-out Transactions.

All advances to companies under common control will be converted into share capital and all of the long-term debt will be repaid in the course of the Carve-out Transactions.

Related-Party Transactions in the Normal Course of Business

(in thousands of $) 2007 2006 2005

Revenues: Sales 4,979 3,558 540

Expenses: Purchases 2,189 508 - Financial expenses 3,430 2,378 2,748

These transactions were measured at the exchange amount which is the amount established and accepted by the related parties.

Financial Instruments

Derivative Financial Instruments

To reduce the risks related to currency fluctuations, New GLV will contract part of its debt in foreign currency and will use derivative financial instruments such as forward exchange contracts. New GLV will not hold or issue any derivative financial instruments for speculative purposes. The derivative financial instruments will be subject to normal credit terms and conditions, financial controls and risk monitoring procedures. In Management’s opinion, none of the parties to the existing derivative financial instruments are expected to default on their obligations since they are large financial institutions. Forward exchange contracts will be recorded at their fair value.

(For further information, see note 26 accompanying the combined carve-out financial statements included in the Circular.)

Fair Value

In the combined carve-out financial statements included in the Circular, the carrying amounts of cash and cash equivalents, temporary investments, accounts receivable and accounts payable and accrued liabilities approximate their fair value, as these items will be realized or paid within one year.

Forward exchange contracts are recognized at their positive fair value of $1.2 million as at March 31, 2007 (negative fair value of $0.2 million in 2006).

The fair values of financial liabilities are mainly estimated based on discounted cash flows using year-end market yields or market values of similar instruments having the same maturity. The fair values of derivative financial instruments are estimated using year-end market rates, and reflect the amount New GLV would receive or pay if the instruments were closed out at those dates.

The fair value of the advances to companies under common control and advances from companies under common control could not be determined since it is practically impossible to find financial instruments on the market having substantially the same economic characteristics and because these amounts will be settled and refinanced when the transaction with FLS is completed.

The fair value of the long-term debt is equivalent to the carrying amount since it bears interest at a rate that varies with the market rate.

Segmented Outlook

Order Backlogs (in thousands of $)

March 31, December 31, September 30, June 30, March 31, 2007 2006 2006 2006 2006 Water Treatment Group 169,140 174,384 131,862 114,891 82,194 Pulp and Paper Group 95,552 93,934 75,886 75,462 75,293 Other and eliminations (1) (17,655) (11,759) (4,575) (6,012) (3,442) Total 247,037 256,559 203,173 184,341 154,045 ______

(1) Including the Manufacturing Unit’s order backlog

As at March 31, 2007, the order backlog of the Retained Businesses amounted to $247.0 million, up by $93.0 million or 60.4% over the previous year. This increase is due primarily to the numerous acquisitions of fiscal 2007 which, coupled with organic growth, contributed to more than double the Water Treatment Group’s orders and to increase the Pulp and Paper Group’s backlog by 27%.

As at March 31, 2007, the Water Treatment Group’s order backlog reached $169.1 million, up by $86.9 million or close to 106% over the previous year. This growth was particularly strong in North America, Europe and Asia, and is attributable primarily to the five acquisitions of the last two fiscal years (Jones & Attwood, Brackett Green, certain Metso technologies, Enviroquip and Copa). The group thereby gained new technologies for which the demand is growing. Operations derived from more conventional technologies are posting slower growth, which attests to the relevance of this group's strategy of acquiring companies with newer technologies. In the past months, this group has also improved its profitability, although significant efforts are still required in this regard. After two years of strong expansion through acquisitions, fiscal 2008 will be a transition phase during which the Water Treatment Group's objectives will be to complete the integration of the cultures and operations resulting from its latest acquisitions and to reinforce its operational and financial management. To that end, the group recently restructured its business in the United Kingdom, which should yield annual savings of approximately $1 million in operating expenses. These operations are now divided into two business units, one of which focuses on the municipal market and the other on the power and industrial markets in Europe, Africa and the Middle East.

During fiscal 2008, this group’s profitability should benefit from the growing contribution of its two latest acquisitions, Enviroquip and Copa, the restructuring of the U.K. operations related to its recent acquisitions and the strengthening of its management team. Over the longer term, the global water treatment industry holds considerable potential. In recent years, major efforts have been made, first to set up the Water Treatment Group and then to provide it with new technologies in order to strengthen its market positioning and competitive edge

in selective niches of this still fragmented industry, which is expected to undergo consolidation in the coming years. Management is therefore confident about the outlook of this group, which should continue to grow and expand through acquisitions that will allow it to complete its technological portfolio.

As at March 31, 2007, the Pulp and Paper Group’s order backlog stood at a record high of $95.6 million, up by $20.3 million or 26.9% over the previous year. This increase is due primarily to the aftermarket, but also to orders for new equipment. The growth in the Pulp and Paper Group’s order backlog, which was particularly strong in North America and Europe, is partly attributable to the acquisitions of the last fiscal year, and partly to organic growth.

It should be noted that the Pulp and Paper Group’s backlog as at March 31, 2007 does not include the two major contracts totalling over $80 million signed a few weeks after the close of fiscal 2007 for the design, manufacture and turnkey installation of complete pulp washing, oxygen delignification and pulp bleaching systems for mills in Portugal, China and in Vietnam. Consisting of new-generation equipment, including certain European technologies acquired by the group in December 2006, these systems will be delivered in May and September 2008. Being awarded such major contracts reinforces the Pulp and Paper Group’s position as a world-class provider of state-of-the-art solutions for the pulp and paper industry. Considering the size of the orders and the quality of the customers’ installations, it will also provide the Pulp and Paper Group with a showcase in the global pulp and paper industry, which could pave the way for other market developments in the future. Finally, these orders attest to the merits of the acquisition strategy aimed at providing the groups with high-performance technologies that will enable them to offer comprehensive value-added solutions to customers, and thereby position themselves solidly for the long term in their respective markets.

In fact, the past two years have been very constructive for the Pulp and Paper Group, as it has taken initiatives that have enhanced its already well-established positioning and started to have a positive impact on its operating results. For instance, the acquisition of Perplas, the principal assets related to the refiner business of J&L Fiber Services and the principal assets of the Huyck Dewatering Equipment division, coupled with its internal development efforts, broadened its portfolio of products and services and its installed equipment base in the aftermarket, where it benefits from long-standing leadership, whereas the December 2006 purchase of certain Kværner and Metso technologies provided it with the know-how to offer comprehensive value-added pulp processing solutions adapted to new market trends worldwide. This group has also achieved progress in recent quarters in developing and optimizing its international outsourcing organization, including in India, which should contribute to raise its future profitability. The Pulp and Paper Group’s principal objectives and challenges in upcoming quarters will be to integrate and optimize its new technology centre in Karlstad (Sweden) and to continue improving its operating profitability by lowering its operating costs, standardizing and further strengthening its project management practices, and optimizing its outsourcing networks.

Critical Accounting Estimates

The preparation of financial statements in conformity with Canadian GAAP requires Management to make estimates and assumptions which affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting period. The Ontario Securities Commission defines critical accounting estimates as those requiring assumptions made about matters that are highly uncertain at the time the estimate is made, and when the use of different reasonable estimates or changes to the accounting estimates would have a material impact on a company’s financial condition or operating results. Based on this definition, Management has identified the following critical accounting estimates:

Revenue Recognition

The Retained Businesses recognize revenues when the production process is completed or when services are performed, or else according to the pro rata billing value of the work completed. When progress must be measured, the method used always reflects the realized output. Progress is determined on the basis of the costs incurred over the total costs expected based on Management’s estimates. The underlying contracts in progress are valued at the pro rata billing value of the work completed, based on the billable value. Usually, the time lag is less than one year between revenue recognition and the final billing.

Business combinations

The Retained Businesses’ acquisitions have been accounted for using the purchase method of accounting. Under the purchase method, the acquiring company adds to its balance sheet the estimated fair values of the acquired company’s assets and liabilities. There are various assumptions made by Management in determining the fair values of the acquired companies’ assets and liabilities. The most significant assumptions, and those requiring the most judgment, involve the estimated fair values of technologies. To determine the fair value of these technologies, Management adopted the relief from royalty approach, an evaluation technique based on the assumption that a technology can be used by a royalty paying third party licensee. The amount of the notional royalty payment is used as a surrogate for income attributable to the technology. The fair value of the technology is based upon the present value of the expected after-tax royalty or cash flow stream. Significant assumptions include, among others, the determination of royalty rates, discount rate, weighted average cost of capital and anticipated average income tax rates.

Intangible Assets

Intangible assets represented 11.1% (5.1% in 2006) of the Retained Businesses’ combined carve-out assets as at March 31, 2007. If Management estimated useful lives of these assets were incorrect, the Retained Businesses could experience increased or reduced charges for amortization of intangible assets with finite lives in the future. Such charges do not result in a cash outflow and would not affect the Retained Businesses’ liquidity.

Goodwill

Goodwill is not amortized but tested for impairment annually, or more frequently if events or changes in circumstances indicate a possible impairment. Management compares the reporting unit’s carrying value to its market value determined through an analysis of EBITDA multiples. This analysis considers: (1) known multiples of similar public company markets, to which a takeover and acquisition premium is applied; and (2) known multiples of recent acquisitions in the industry. If the carrying value of the reporting unit exceeds the market value, Management would then evaluate the impairment loss by comparing the fair value of the goodwill to its carrying amount.

Based on the last impairment tests performed, Management concluded that no impairment existed. In the event that actual outcome differs its estimates, an impairment could be necessary.

Impairment of Long-Lived Assets

Management test the recoverability of long-lived assets, including property, plant and equipment, intangible assets and other long-term assets, when events or changes in circumstances indicate that their carrying amounts may not be recoverable. Examples of such events and changes include: the decommissioning of an asset, assets rendered idle after plant shutdown, costs that significantly exceed the amount initially estimated for the acquisition or construction of an asset, and continuous operating losses or negative cash flows resulting from the use of an asset and adverse economic changes affecting a group of assets and causing continuing underperformance. An impairment is recognized when the carrying amount of a long-lived asset is not recoverable and exceeds its fair value. A long-lived asset, or group of assets is considered unrecoverable when its carrying value exceeds the estimated undiscounted future cash flows directly associated with it. Management estimates future cash flows based on historical and budgeted performance as well as assumptions on future economic environment, pricing and volume. Management’s judgments regarding the existence of impairment indicators are based on market conditions and operating performances. Future events could cause Management to conclude that impairment indicators exist and that the carrying values of some long-lived assets are impaired. Any resulting impairment loss could have a material adverse impact on the Retained Businesses’ financial position and operating results.

Allowance for Doubtful Accounts

Management maintains an allowance for doubtful accounts for expected losses from customers who are unable to pay their debts. The allowance is reviewed periodically and is based on an analysis of specific significant accounts outstanding, the age of the receivable, customer creditworthiness, and historical collection experience. Management believes that the allowance for doubtful accounts is sufficient to face the risks inherent in outstanding receivables. However, an additional expense could be recognized in the event that results were to be different from the assumptions and estimates used by Management.

Allowance for Excess Inventories or Inventory Obsolescence

Inventories are valued at the lower of cost, net realizable value and replacement value. The cost of finished products is calculated on the basis of average cost. Management records an allowance for estimated obsolescence calculated on the basis of assumptions about the future demand for the Retained Businesses’ products and conditions prevailing in the markets where their products are sold. This allowance, which reduces inventories to their net realizable value, is then entered as a reduction of inventories in the consolidated balance sheet. Management must make estimates and judgments when establishing such allowances. If actual market conditions are less favourable than its assumptions, additional allowances could prove necessary.

Warranties

Products and equipment sold are accompanied by performance and functional warranties.

Warranty cost is recorded when revenue for the underlying product or equipment is recognized. The cost is estimated based on a number of factors, including the historical warranty claims and cost experience, the nature of products and equipment sold and duration of warranty coverage.

Management reviews quarterly the Retained Businesses’ recorded product warranty provisions and any adjustment is charged against income. Warranty expense is recorded as a component of cost of contracts and goods sold.

Income Taxes

Management uses its best judgment in determining the effective tax rate. There are many factors in the normal course of business that affect the effective tax rate, since the ultimate tax outcome of some transactions and calculations is uncertain until assessment notices are received from tax authorities.

Future tax assets are recognized and an allowance for a corresponding amount is established if it is unlikely that such assets will be realized. This allowance is based on Management’s estimates in regard to taxable income in each of the jurisdictions in which the Retained Businesses operate and the period during which the future tax assets should be recovered.

The Retained Businesses could be at any time under audit by various tax authorities in each of the jurisdictions in which they operate. A number of years may elapse before a particular matter for which Management has established a reserve is audited and resolved. The number of years with open tax audits varies depending on the tax jurisdiction.

Management believes that its estimates are reasonable and reflect the probable outcome of known tax contingencies, although the final outcome and its timing are difficult to predict. In addition, Management has not recognized any future tax liabilities for the retained earnings of the Retained Businesses for the current fiscal year and prior years, since it does not expect such retained earnings to become taxable in the foreseeable future.

In the event that the tax outcome differs from Management’s estimates, the provision may be adjusted.

It should be noted that any unexpected change in national legislation in force in the countries in which the Retained Businesses operate or any change to the tax agreements currently made use of by the Retained Businesses could have an impact on the their effective tax rate.

Insurance

The Retained Businesses are exposed to various operational risks in the normal course of business, some of which are transferred to third parties under insurance policies. The Retained Businesses have a self-insurance policy where the foreseeable losses from self-insurance are relatively low in comparison with the cost of purchasing insurance from third parties.

Management maintains insurance coverage for risks associated with civil liability insurance including an insurance coverage for the Retained Businesses’ assets. Management opted to assume a portion of the losses that the Retained Businesses could sustain for the civil responsibility risks in the form of a deductible, so as to lower the costs associated with such protection. Management manages the retention of the civil liability related risk through its captive insurance company. As at March 31, 2007, the Retained Businesses potential liability under the terms of the current self-insurance policy was a maximum of $3 million annually, subject to deductibles and other factors specific to each claim.

Management believes it has implemented a combination of third-party insurance and self-insurance providing adequate protection against major unexpected losses, while reducing its operating costs and limiting its overall risk.

Pension Plans

The Retained Businesses offer a defined benefit pension plan to certain of its employees. The policy is to maintain the contributions at a level sufficient to cover benefits. The Retained Businesses’ pension plan has undergone actuarial valuation over the past three years and the required valuation will be performed within the next three years.

Pension assets are calculated at fair value and consist of equity securities as well as corporate and government fixed-income securities.

The Retained Businesses’ obligations in regard to the pension and complementary pension benefits are assessed on the basis of various economic and demographic assumptions determined in conjunction with actuaries. Key assumptions include the discounting rate, expected return on plan assets and compensation increase rate. Management deems the assumptions used to be reasonable based on the information currently available. However, variations in such assumptions could have a material impact on the costs and obligations of the pension plan and complementary pension benefits in the coming years.

Dividends

New GLV’s primary intention will be to reinvest its earnings to finance the growth of its business. The decision to pay dividends in the future will be a decision of New GLV’s board of directors, which will depend on New GLV’s financial position, its operating results, the capital investments required to assure its growth, and other factors that New GLV will deem relevant.

Description of Share Capital

New GLV was incorporated on May 15, 2007. On June 15, 2007 its articles were amended in order to amend its share capital.

The authorized share capital of New GLV mirors the present authorized share capital of GL&V.

The authorized share capital of New GLV consists of an unlimited number of shares without par value: (i) New GLV Subordinate Voting Shares; (ii) New GLV Multiple Voting Shares; and (iii) Preferred shares, issuable in series.

As at June 20, 2007, New GLV’s issued and outstanding share capital consisted of 100 New GLV Subordinate Voting Shares.

The following is a summary of the main provisions pertaining to New GLV Multiple Voting Shares, New GLV Subordinate Voting Shares and preferred shares as a class, subject to the complete text of the rights, privileges, restrictions and conditions associated with these shares.

New GLV Subordinate Voting Shares and New GLV Multiple Voting Shares

Subject to the rights, privileges, restrictions and conditions associated with preferred shares, the holders of New GLV Multiple Voting Shares and New GLV Subordinate Voting Shares are entitled to receive notice, to attend and to vote at all meetings of shareholders. At all such meetings, the holders of New GLV Multiple Voting Shares are entitled to 10 votes per share held, and the holders of New GLV Subordinate Voting Shares are entitled to one vote per share held.

The New GLV Multiple Voting Shares and New GLV Subordinate Voting Shares will share equally, share for share, in any dividends declared, paid or set aside for payment by New GLV. In case of winding up or dissolution of New GLV, the holders of New GLV Multiple Voting Shares and New GLV Subordinate Voting Shares will share pro rata in the remaining assets of New GLV.

Conversion Privilege under Certain Circumstances

Pursuant to the Articles of New GLV, each New GLV Multiple Voting Share is convertible, at any time, at the option of the holder, into one New GLV Subordinate Voting Share. In addition, each New GLV Subordinate Voting Share is deemed converted into one New GLV Multiple Voting Share for the sole purposes of accepting an Offer made to the holders of GLV New Multiple Voting Shares.

The “Offer” is defined in the Articles of New GLV as a public takeover bid, an exchange or an issuer bid for New GLV Multiple Voting Shares, other than an Exempt Offer (as defined below), which must, pursuant to the relevant legislation, be made to the holders of all New GLV Multiple Voting Shares then outstanding. The term "Exempt Offer" is defined in the Articles of New GLV as follows:

(i) an offer made to all the holders of New GLV Multiple Voting Shares, which is made at the same time and the same price to the holders of New GLV Subordinate Voting Shares under no less favorable terms and conditions, and dealing with a percentage of New GLV Subordinate Voting Shares outstanding, at least equal to the percentage of outstanding New GLV Multiple Voting Shares, which are subject to the Offer;

(ii) an offer made by an offeror, exempted from the application of Chapters III and IV of Title IV of the Securities Act, as presently in force or as amended or reenacted, with the exception of an offer made through a recognized stock exchange.

However, in the following cases, the New GLV Subordinate Voting Shares will not be deemed convertible into New GLV Multiple Voting Shares:

(i) if the number of New GLV Subordinate Voting Shares which may be converted into New GLV Multiple Voting Shares and tendered under the Offer is proportionally greater than the number of New GLV Multiple Voting Shares which have been taken up and paid for by the offeror; in such case, the New GLV Subordinate Voting Shares not taken up shall be deemed to have never been converted into New GLV Multiple Voting Shares;

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(ii) if less than 50% of the New GLV Multiple Voting Shares outstanding prior to the Offer, other than the New GLV Multiple Voting Shares owned by the offeror, or by associates or affiliates of the offeror, are deposited under the Offer, or

(iii) if the Offer is withdrawn or the offeror does not take up and pay for the GLV New Multiple Voting Shares in accordance with the terms and conditions of the Offer.

Loss of Multiple Voting Rights of the New GLV Multiple Voting Shares

The Articles of New GLV provide that if there are no longer any majority holders or if the majority holders (as defined in the Articles of New GLV), directly or indirectly, cease to be beneficial owners of New GLV Shares, carrying at least 25% of the votes attached to all issued and outstanding New GLV Shares, the New GLV Multiple Voting Shares shall from then on be entitled to one vote per share.

The Articles of New GLV define the expression "majority holders" as meaning at any given time GL&V, Laurent Verreault or one or the other thereof who are beneficial owners, individually or as a group, directly or indirectly (including in any manner whatsoever, without limiting the scope of the foregoing, through legal entities or trusts or otherwise), of shares of any class of New GLV’s share capital.

Adjustment

A subdivision, consolidation or reclassification of New GLV Multiple Voting Shares or New GLV Subordinate Voting Shares may only be made if, at the same time, the New GLV Multiple Voting Shares or New GLV Subordinate Voting Shares are affected in the same manner and under the same conditions.

Furthermore, subject to certain conditions, New GLV may only issue New GLV Multiple Voting Shares to maintain the relative percentage of voting rights attached to that class upon the issue of New GLV Subordinate Voting Shares.

Preferred Shares

The Articles of New GLV authorize the issue of preferred shares in one or more series and allow the directors to determine, without the approval of shareholders, the number and designation of the shares of each series, as well as the features of the shares of each specific series. Preferred shares do not grant their holders a voting right or either the right to receive notices of meetings or the right to attend meetings of shareholders. Preferred shares of all series rank pari passu with one another and take precedence over New GLV Multiple Voting Shares and New GLV Subordinate Voting Shares with regard to the payment of dividends, and the reimbursement of capital in the event of winding up or dissolution of New GLV.

Corporate Governance Practices

Following the Arrangement, New GLV intends to implement corporate governance guidelines that will set forth the role of its board of directors with respect to the management of New GLV’s business.

Thus, the board of directors will supervise management of New GLV’s business, and more specifically, will assume the responsibilities for strategic planning and approval of New GLV’s decisions and material transactions. It will also assure implementation of sound risk management of New GLV’s operations.

These guidelines also set out the measures adopted by New GLV regarding the composition of its board of directors and its independence of the management and the role of the Chairman of the Board and Chief Executive Officer.

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Two committees will be constituted, the mandate of which will be more specifically defined in the guidelines adopted by New GLV. Thus, the corporate governance and human resources committee will be composed exclusively of independent directors and will be responsible for review of New GLV’s policies and practices regarding the remuneration of its employees and senior officers. It will also be responsible for supervising corporate governance practices and periodically formulating recommendations to the board of directors on corporate governance, particularly regarding management of the relations among the board of directors, its committees and management.

The audit committee will be composed exclusively of independent directors and its general mandate will be to assist the board in discharging its responsibilities regarding New GLV’s financial reporting and accounting practices. This Committee will also be responsible for reviewing the evaluation of the work of New GLV’s auditors and the implementation of best communication practices between New GLV’s auditors, the board of directors and New GLV’s management.

Remuneration of Directors

The members of New GLV's board of directors who are not executive officers of New GLV will receive an annual flat fee of $30,000 (including approximately an annual retainer of $20,000 and attendance fees of $10,000), with an additional $8,000 payable to the audit committee chair, $4,000 payable to the corporate governance and human resources committee chair, and $10,000 to the lead director. If a director sits on both committees, this director will receive an attendance fee of $1,200 per corporate governance and human resources committee meeting.

Members who join the board of directors will be entitled to a grant of 5,000 options on the date of their election or appointment.

To align directors' interests with those of shareholders, New GLV's board of directors will adopt a minimum shareholding requirement for directors.

Employment Contracts

New GLV will sign employment contracts with each of its senior officers, substantially on the same terms and conditions as those in force with GL&V. These contracts provide, in particular, for the annual base salary, the senior officer’s eligibility for the bonus plan and all the other benefits attached to his respective position. These contracts also provide for payments of a severance allowance representing the equivalent of between six to twenty four months base salary in the event of termination without cause, as well as the maintaining in force of certain benefits.

New GLV Stock Option Plan

On June 18, 2007, New GLV board of directors adopted a stock option plan. The stock option plan will take effect on the date of listing of the New GLV Shares. The New GLV stock option plan is intended to reward superior performance, assist New GLV in attracting and retaining qualified personnel, align the interests of the participants and the shareholders and create long term value. The corporate governance and human resources committee of New GLV will be responsible for administering the stock option plan and recommending the award of options to designated individuals in accordance with the rules and laws applicable to such plans and subject to the approval of New GLV board of directors.

Directors and certain officers at the level of manager and above qualify for the grant of options under the New GLV plan. Certain high potential employees with scarce expertise may be identified and qualify for the plan (designation at the discretion of the board of directors upon recommendation of the corporate governance and human resources committee). The board of directors of New GLV fixes the term and vesting dates of the options. The exercise price will be not less than the weighted average market price of the New GLV Subordinate Voting Shares during the five trading days immediately preceding the grant date and the term of an option shall not exceed 10 years.

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Unless New GLV’s board of directors decides otherwise, the options granted under the New GLV stock option plan expire at their expiry date or if one of the following situations occurs: (i) the earlier of the expiry date of a stock option or twelve (12) months after the optionee’s death; (ii) the earlier of the expiry date of a stock option or thirty (30) days after the resignation of the optionee; (iii) the earlier of the expiry date at the date New GLV ends the optionee’s employment for cause; (iv) the earlier of the expiry date of a stock option or twelve (12) months after the date of a retirement or an authorized leave of absence; or (v) the earlier of the expiry date of a stock option or ninety (90) days following the optionee’s leave for another reason. In addition, the expiry date of a stock option falling within a trading prohibition period as determined under the code of ethics will be extended by seven (7) Business Days following the expiry of such trading prohibition period.

The total number of New GLV Subordinate Voting Shares reserved for issuance under the Plan is 2,538,888, representing approximately 10% of New GLV Shares outstanding on the date of listing of the New GLV Shares. The New GLV stock option plan provides that the number of New GLV Subordinate Voting Shares reserved under the stock option plan together with any other New GLV Shares compensation arrangement cannot exceed 10% of New GLV’s issued and outstanding share capital.

New GLV’s stock option plan provides that (i) a maximum of 10 % of New GLV Shares are issuable to insiders, at any time, under all security based compensation arrangements of New GLV and (ii) that a maximum of 10% of New GLV Shares may be issued to insiders, within any one year period, under all security based compensation arrangements of New GLV.

Options will be granted based on the performance of qualifying employees and the achievement of personal objectives.

Options granted under New GLV’s stock option plan may not be assigned nor transferred.

Options granted under New GLV’s stock option plan may be surrendered to New GLV in consideration for cash having an aggregate value equal to the excess of the market price, as defined in New GLV’s stock option plan, of one New GLV Subordinate Voting Share, at the time of such surrender, over the exercise price, times the number of New GLV Shares subject to the stock option, or portion thereof, which is so surrendered, as the case may be. Options which have been surrendered to New GLV in consideration for cash shall again be available for issuance under New GLV’s stock option plan.

New GLV’s stock option plan provides that in the event of a change of control of New GLV, the vesting of all options granted under New GLV’s stock option plan may be accelerated by its corporate governance and human resources committee without the consent of for the agreement of any participant, and the stock options shall then be exercisable for a period of time as determined by the corporate governance and human resources committee.

The amendments to New GLV’s stock option plan that must be submitted to the approval of Shareholders are the following:

(i) any amendment to the number of securities issuable under New GLV’s stock option plan (except for any amendment resulting from a stock dividend, split, recapitalization, merger, arrangement, consolidation or any other similar operation) or a change from a fixed maximum number of securities to a fixed maximum percentage;

(ii) any amendment which would permit any option granted under New GLV’s stock option plan to be transferable or assignable other than by will or under succession laws (estate settlement);

(iii) the addition of a deferred or restricted share unit or any other provision which results in employees receiving securities while no cash consideration is received by New GLV;

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(iv) any reduction in the exercise price of any underlying shares after the option has been granted or any cancellation of an option and the substitution of that option with a new option with a reduced exercise price, except for any amendment resulting from a stock dividend, split, recapitalization, merger, arrangement, consolidation or any other similar operation;

(v) any extension to the term of an option beyond the original expiry date;

(vi) any amendment to the method of determining the exercise price of each share covered by an option granted pursuant to New GLV’s stock option plan; and

(vii) the addition of any form of financial assistance and any amendment to a financial assistance provision which is more favourable to employees.

New GLV’s board of directors may, subject to the receipt of the required approvals of the regulatory authorities where required, and at its sole discretion, make all other amendments to New GLV’s stock option plan that are not covered here above. Without limiting the generality of the foregoing, New GLV’s board of directors will be able to, inter alia:

(i) make any amendment of a « housekeeping » or clerical nature or to clarify New GLV’s stock option plan’s provisions;

(ii) make any change regarding any vesting period;

(iii) make any change to the provisions regarding the termination of an option regarding the New GLV’s stock option plan as long as it does not entail an extension beyond the original expiry date;

(iv) make any change resulting from a stock dividend, split, recapitalization, merger, arrangement, consolidation, reclassification, share dividend declaration or any other amendment pertaining to the New GLV Subordinate Voting Shares; and

(v) discontinue New GLV’s stock option plan.

No options under New GLV’s stock option plan will be granted prior to New GLV’s stock exchange listing.

At the Meeting, Shareholders will be asked to consider, and, if deemed advisable, to pass a resolution approving New GLV’s stock option plan. To be effective, the New GLV stock option plan must be approved by a resolution passed by a simple majority of the votes cast at the Meeting. The Board of Directors, unanimously recommends to Shareholders to vote in favour of the New GLV plan.

A copy of New GLV’s stock option plan is appended to the Circular as Appendix "F".

Directors and Senior Executive Officers

The initial directors and executive officers of New GLV will be as set forth below.

Directors

The following table shows the name, place of residence, as well as the actual principal occupation of individuals who will be the directors of New GLV as of the Effective Date. The mandate of each director expires on the date of the annual meeting following his election or appointment or on the date when his successor is elected or appointed, unless he resigns or his position becomes vacant due to his death or another reason.

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Name and residence Principal occupation

Laurent Verreault Chairman of the Board and Chief Executive Officer of GL&V Florida, U.S.A

Richard Verreault President and Chief Operating Officer of GL&V New Hampshire, U.S.A.

Marc Barbeau Vice-President and Chief Financial Officer of GL&V Québec, Canada

Claude Boivin(1)(2) Director of Corporations Québec, Canada

Guy Fortin(2) President of Media Group Inc. Québec, Canada

Sylvie Lalande(1)(2) Director of Corporations Québec, Canada

Pierre Seccareccia(1) Director of Corporations Québec, Canada

(1) Member of the audit committee (2) Member of the corporate governance and human resources committee

Biographies

Laurent Verreault, one of GL&V’s founders, has been heading GL&V’s development since 1975 as Chief Executive Officer. He is also Chairman of the Board since 1986, the year of GL&V’s initial public offering. Mr. Verreault is currently a member of the board of directors of other companies including Cascades Inc. and TVA Group Inc. He is also a director of Bourse de Montreal Inc. and a member of its corporate governance committee, nominating committee, audit committee as well as its human resources committee. Over the years, he has been actively involved in various causes dedicated to research, charity and culture, and has been recognized on several occasions for his contribution to the business community and social development.

Richard Verreault, holds the position of President and Chief Operating Officer of GL&V since 2005. He joined GL&V in 1983 and, during the last 24 years, has held numerous positions through which he acquired extensive experience in each of GL&V’s business sectors, along with in-depth expertise in various fields including engineering, marketing, sales, manufacturing, quality control and human resources management. Under his leadership, GL&V has experienced sustained development in all its target markets, enhanced its selection of products with technological added value, and strengthened its global vision and organization.

Marc Barbeau, C.A., and Master in Taxation, was promoted to the position of Vice-President and Chief Financial Officer of GL&V in February 2007. After acquiring 10 years of experience with a major accounting firm, he joined GL&V in 2000 as Vice-President, Treasury and Taxation, also in charge of financing activities, and in May 2006 he was nominated as Vice-President and Co-Chief Financial Officer. His functions include investor and shareholder relations, treasury, financing, taxation, mergers and acquisitions, financial information and business risks.

Claude Boivin, held a number of senior positions at Hydro-Québec and was President and Chief Operating Officer when he retired in 1992. He is a director of Héroux Devtek Inc. and is Chair of its human resources and corporate governance committee. Mr. Boivin is a member of the board of directors of CGI Group Inc. and also acts as its lead director, Chair of its corporate governance committee, and is a member of its human resources committee. He is also Chairman of the Board of Boralex Power Income Fund Trust and a member of its corporate governance committee, environmental committee and of its audit committee.

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Guy Fortin, is one of the founders and President of Media Group Inc., an entity created in 2002 which combines two companies operating in the media sector, namely Traffic Communications Plus Inc. and Speed Promotions Inc., for which he acts respectively as President and Vice President. In 1991, he founded with a partner Zoom Media Inc., a renowned advertising company, which was divested in 2000. Mr. Fortin holds a bachelor degree in business administration from the Université du Québec à Trois-Rivières.

Sylvie Lalande, has held a number of senior positions in the fields of media and communications. She notably held the position of Chief Communication Officer at Bell Canada, President and Chief Executive Officer of the UBI Consortium, President of the interactive television services division of Groupe Videotron Ltd. and Vice President, Programming Research and Development at TVA. She is currently a director of Groupe TVA Inc., and she also sits on the board of cultural non lucrative associations.

Pierre Seccareccia, FCA, Fellow of the Ordre des comptables agréés du Québec and of the Ordre des administrateurs agréés du Québec, has over 35 years’ experience in various areas of financial consulting and management. Until 2002, he was President of the Montreal office of PricewaterhouseCoopers. He is a director of numerous companies, including Boralex Inc., Genivar Income Fund, MedicaGo Inc., UHC Sainte-Justine, Fondation de la Famille Lemaire, ARX Capital Inc., Trudeau Corporation, Langevin & Forest Inc., Robichaud Conseil Inc. as well as of several associative, educational, health and charity organizations.

Senior Executive Officers

The following table shows the name, place of residence as well as the duties and principal occupation of each of the persons who will be executive officers of New GLV as of the Effective Date.

Name and residence Title

Laurent Verreault Chairman of the Board and Chief Executive Officer Florida, U.S.A.

Richard Verreault President and Chief Operating Officer New Hampshire, U.S.A.

Marc Barbeau Executive Vice-President and Chief Financial Officer Québec, Canada

Michael Froud Vice-President and General Manager, Australia Sydney, Australia

Gwen Klees Vice-President, Legal Affairs and Corporate Secretary Québec, Canada

Graham Lawes Vice-President and General Manager, Water Treatment Group Suffolk, United Kingdom

William Mahoney Senior Vice-President, Pulp and Paper Group New Hampshire, U.S.A.

Douglas Wetherbee Vice-President, Information Technology and Business Process Massachusetts, U.S.A. Optimization

Biographies

Brief biographies for each executive officer that is not also a director are set forth below:

Michael Froud, joined GL&V in October 2006 upon the acquisition of the Copa Water Companies, where he was Chief Executive Officer of the Australian listed parent company. As Vice-President and General Manager, Australia, he brings his in-dept expertise and extensive experience of the Global Water Industry to shaping the strategic direction and future acquisitions of the Water Treatment Group.

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Gwen Klees, a Bachelor of Civil Law and a member of the Québec Bar, has held the position of General Counsel for GL&V since 2006. Prior to that date, she had occupied the position of Director, Legal Affairs, since 2003. She brought with her almost 20 years of experience in corporate and commercial law, more specifically in mergers and acquisitions, with large Canadian and Québec companies. Her responsibilities with New GLV encompass worldwide legal and corporate affairs, and the legal issues relating to mergers, acquisitions, reorganizations, divestitures of assets and financing. She also provides legal counsel to senior management and oversees the management of commercial contracts for all of New GLV’s subsidiaries and operational units.

Graham Lawes, a Bachelor of Science in Metallurgy, has more than 25 years of experience in operations, sales and general management in the process equipment industry. He was in charge of setting up Dorr-Oliver’s operations in South Africa when GL&V acquired that entity in 1999. Thereafter, he was put in charge of the general management of GL&V’s operations in South Africa, Australia and Singapore before being appointed Vice-President and General Manager, Water Treatment Group in 2005.

William Mahoney, a Bachelor of Civil Engineering, has more than 28 years of experience in the pulp and paper industry. He joined GL&V in 2000 upon the acquisition of some of the operations of Beloit, where he had worked for several years. Since joining GL&V, he has held various senior positions within the Pulp and Paper Group. In 2004, he was promoted Senior Vice-President, Pulp and Paper Group with a mandate for this group’s worldwide development.

Douglas Wetherbee, a Bachelor of Science in Mechanical Engineering, has held the position of Vice-President, Engineering and Information Technology since 2005. He joined GL&V in 2000 upon the acquisition of some of the operations of Beloit, where he had worked since 1980. Before being appointed in his current capacity, he held various senior positions within the Pulp and Paper Group. Working with each of the business groups, he is responsible for the globalization of information technologies and engineering infrastructures, as well as for business process optimization.

Registrar and Transfer Agent

The registrar and transfer agent for New GLV Shares will be Computershare Investor Services Inc. at its principal offices in Montreal and Toronto.

Auditors

The auditors of New GLV will be KPMG LLP, Chartered Accountants.

RISK FACTORS

Shareholders should carefully consider the following risk factors, as well as the other information contained in this Circular, in evaluating whether to approve the Arrangement. In particular, GL&V directs your attention to the risk factors and cautionary statements incorporated by reference into this Circular from public filings made by GL&V. See “Forward-Looking Statements”. New GLV will be exposed to other risks of lesser importance which could become more important in the future.

The value of New GLV Shares may be adversely affected by any inability of New GLV to achieve the benefits expected to result from the completion of the Arrangement.

Holding Company Structure

As a holding company, New GLV in order to meet its financial obligations, will primarily be dependent upon the receipt of interest and principal payments on intercompany advances, management fees, cash dividends and other payments from its subsidiaries.

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Substantially all of New GLV’s business activities will be operated by its subsidiaries. All of New GLV’s subsidiaries will be distinct legal entities and will have no obligation, contingent or otherwise, to make funds available to New GLV whether by dividends, interest payments, loans, advances or other payments. In addition, the payment of dividends and the making of loans, advances and other payments to New GLV by these subsidiaries will be subject to statutory or contractual restrictions, will be contingent upon the earnings of such entities and will be subject to various business and other considerations. These subsidiaries will be parties to various agreements, including loan agreements, that restrict the ability of the respective subsidiaries to pay cash dividends or make advances or other payments.

Value of the New GLV Shares

For the purpose, inter alia, of determining the amount of the distribution of the New GLV Shares for tax purposes, GL&V will determine the fair market value of the New GLV Shares at the Effective Date. Any determination of such value by GL&V is not binding on the CRA or any other taxing authority.

Liquidity

Given the nature of its business, more specifically large-scale mandates and progress billing, New GLV will be exposed to certain liquidity risks during the execution of major contracts for which it will have to incur costs before billing the customer. Management of New GLV considers that this risk will be attenuated by the large number of contracts as well as their segmented and geographical diversity. In addition, New GLV will manage this risk by obtaining letters of credit or bank guarantees from recognized banking institutions.

Customers and Markets

New GLV’s operations will not be dependent on a limited number of customers. However, it will conduct its business in markets exposed to various risk factors and uncertainties. Among those, the pulp and paper industry is exposed to cyclical fluctuations and largely depends on the health of the world economy. In recent years, pulp and paper production worldwide has also been gradually shifting toward certain regions in the Southern Hemisphere, Asia and Eastern Europe, which benefit from abundant natural resources and advantageous production costs. Concurrently, new technologies have emerged on the market, focused on enhancing mill capacity, productivity and efficiency. Pulp and paper manufacturers’ new equipment investments in North America, the primary market of the Pulp and Paper Group, have decreased considerably and are increasingly focused on producing specialty products and upgrading, improving and maintaining existing equipment to maximize its yield, rather than on new capital projects.

In such a context, the Pulp and Paper Group has in recent years implemented a market strategy aimed at the following key objectives: (1) the development of its product portfolio, primarily through acquisitions, in order to provide higher value-added technologies and more comprehensive solutions, i.e. covering all stages of its customers’ production flowsheets, and to meet the growing need in the global pulp and paper industry for increased mill capacity and productivity and lower costs; (2) the development of its aftermarket business base and the consolidation of its aftermarket leadership in North America and Europe, also by means of acquisitions; and (3) the development of its presence in certain emerging markets toward which a growing proportion of pulp and paper production is shifting, such as China, India, Latin America and Russia.

For its part, the Water Treatment Group operates in a segment that is relatively less cyclical by nature.

Suppliers

The outsourcing strategy enables New GLV to minimize the risks associated with fixed costs by using a wide outsourcing network, and thereby to rapidly react to fluctuations in demand. Strict quality control procedures are in place in order to monitor suppliers’ performances.

Finally, alternate supplier arrangements exist although the replacement of key suppliers could affect New GLV’s ability to meet its commitments.

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Vulnerability to Exchange Rate Fluctuations

As New GLV’s business will be conducted in several countries, it will be exposed to the risk of fluctuations of such currencies compared to the Canadian dollar, mainly the U.S. dollar, the Euro and the pound Sterling. Consequently, fluctuations in the value of the Canadian dollar against other major currencies could have a material impact on New GLV’s financial position and operating results. Major contracts awarded to New GLV’s subsidiaries will be hedged using forward exchange contracts.

Interest Rates

Changes in interest rates could have a direct impact on New GLV’s profitability. Management of New GLV will evaluate the risks of interest rate fluctuation and could use exchange contracts to be protected against those risks.

Hedging Investments

Hedging Investments will be arranged with recognized financial institutions. Considering the solvency of these institutions, Management of New GLV estimates it is unlikely that it could sustain losses resulting from the non- compliance of these financial institutions with their obligations.

Credit

Management of New GLV considers that the credit concentration risk will be minimal on account of its diversified operations, products, customers and the geographical distribution of its customer base.

Acquisitions

New GLV’s growth strategy will be based primarily on expansion through acquisitions, which could involve a degree of risk. New GLV’s Management has developed a solid expertise in this field. The groups have successfully acquired and integrated more than 25 businesses in the last 15 years. To limit this risk, Management of New GLV intends to follow a targeted acquisition strategy meeting strict return on investment criteria, to apply due diligence practices, and to develop detailed integration plans focused notably on the disposal of non strategic assets to lower its fixed costs and repay a portion of its debt using the proceeds from asset disposals.

Additional Sources of Financing

To finance the acquisition of complementary companies, the growth of its current operations or other requirements of its working capital, New GLV could need additional sources of financing, over and above its current credit facilities. There can be no assurance that additional financing by borrowing or by issuing shares on conditions acceptable to New GLV will be available, or that such financing will be available at all. Failure to obtain such financing could restrict New GLV’s capacity to proceed with acquisitions or satisfy its needs for working capital.

Competition and Technological Change

New GLV’s business will be highly competitive. New GLV will face competition in each of its primary businesses from entities which provide substantially similar services, some of which entities have significantly greater resources than New GLV.

Dependence on Key Personnel

New GLV’s success will be dependent upon its personnel. The unexpected loss or simultaneous departure of a number of New GLV’s key officers or employees could be detrimental to its future business. Hence, New GLV’s future success will depend, in part, upon its ability to attract and retain qualified personnel in accordance with its needs. The current boom in the water treatment industry represents a challenge in this regard as it creates increased competition in the search for qualified personnel. There can be no assurance that New GLV will be

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able to engage the services of such personnel or to retain its current personnel. However, as Management has always successfully done in the past, New GLV believes it will be in a position to achieve a high personnel retention rate through a stimulating business culture and competitive compensation conditions.

SOLICITING OF PROXIES

GL&V has retained the services of Kingsdale Shareholder Services Inc. (“Kingsdale”) to solicite proxies, on behalf of management of GL&V from Shareholders in respect of the Meeting. Kingsdale will be paid a management fees of $70,000 plus $6.00 for each incoming and outgoing calls, to be capped at $20,000 irrespective of the number of calls. In addition, GL&V has agreed to reimburse Kingsdale for reasonable out-of- pocket expenses incurred in connection with the solicitation of proxies and to indemnify Kingsdale in certain circumstances. It is not possible at the date hereof to estimate the total solicitation fees that will be incurred as a result of implementing these proxy solicitation arrangements.

LEGAL MATTERS

Certain legal matters in connection with the Arrangement will be passed upon by Gowling Lafleur Henderson LLP, Canadian counsel to GL&V, by FMD, counsel to the Special Committee and by DLA Piper LLP, counsel to GL&V in the United States.

COMPARISON OF SHAREHOLDERS RIGHTS

GL&V is incorporated under part 1A of the QCA and, accordingly is governed by the laws of Québec. Following the Arrangement, the Shareholders will become shareholders of New GLV, a corporation incorporated under and governed by the CBCA. As shareholders of a CBCA corporation, the rights of the Shareholders will differ in certain respects from their rights as shareholders of a company incorporated under part 1A of the QCA. The following is a summary of certain material differences. This summary is not intended to be complete and is qualified in its entirety by reference to the CBCA and the QCA.

Dissent or Dissenters’ Appraisal Rights

The CBCA provides that shareholders of a corporation are entitled to exercise dissent rights and to be paid the fair value of the shares in respect of which such shareholders dissent in connection with specified matters, including:

(i) any amalgamation with another corporation (other than with certain affiliated corporations);

(ii) an amendment to the corporation’s articles to add, change or remove any provisions restricting or constraining the issue, transfer or ownership of shares of the class in respect of which a shareholder is dissenting;

(iii) an amendment to the corporation’s articles to add, change or remove any restriction upon the business or businesses that the corporation may carry on;

(iv) a continuance under the laws of another jurisdiction;

(v) a sale, lease or exchange of all, or substantially all, the property of the corporation other than in the ordinary course of business;

(vi) a court order permitting a shareholder to dissent in connection with an application to the court for an order approving an arrangement proposed by the corporation;

(vii) the carrying out of a going-private transaction or a squeeze-out transaction; and

(viii) certain amendments to the articles of a corporation which require a separate class or series vote by a holder of shares of any class or series.

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However, a shareholder is not entitled to exercise dissent rights if an amendment to the articles is effected by a court order approving a reorganization or by a court order made in connection with an action for an oppression remedy.

No rights of appraisal or similar rights of dissent exist under the QCA.

Oppression Remedy

The CBCA provides an oppression remedy that enables a court to make any order, both interim and final, to rectify the matters complained of if the court is satisfied upon application by a complainant (as defined below) that:

(i) any act or omission of the corporation or an affiliate effects a result;

(ii) the business or affairs of the corporation or an affiliate are or have been carried on or conducted in a manner; or

(iii) the powers of the directors of the corporation or an affiliate are or have been exercised in a manner that is oppressive or unfairly prejudicial to or that unfairly disregards the interests of any securityholder, creditor, director or officer of the corporation.

A complainant means:

(i) a present or former registered holder or beneficial owner of securities of a corporation or any of its affiliates;

(ii) a present or former officer or director of the corporation or any of its affiliates;

(iii) the Director appointed under the CBCA; or

(iv) any other person who, in the discretion of the court, is a proper person to make such application.

The oppression remedy provides the court with an extremely broad and flexible jurisdiction to intervene in corporate affairs to protect shareholders and other complainants. While conduct that is in breach of fiduciary duties of directors or that is contrary to the legal rights of a complainant will normally trigger the court’s jurisdiction under the oppression remedy, the exercise of that jurisdiction does not depend on a finding of a breach of such legal and equitable rights. Furthermore, the court may order a corporation to pay the interim expenses of a complainant seeking an oppression remedy, but the complainant may be held accountable for such interim costs on final disposition of the complaint (as in the case of a derivative action — see below). The complainant is not required to give security for costs in an oppression action.

No similar oppression remedy exists under the QCA. However, general recourse under the Civil Code of Québec and the Code of Civil Procedure may be available under limited circumstances.

Shareholder Derivative Actions

A complainant (as defined in the immediately preceding Section entitled ‘‘Oppression Remedy’’), may apply to the court for leave to bring an action in the name of, and on behalf of, a corporation or any subsidiary, or to intervene in an existing action to which the corporation or its subsidiary is a party, for the purpose of prosecuting, defending or discontinuing the action on behalf of the corporation or its subsidiary. Under the CBCA, no action may be brought and no intervention in an action may be made unless a court is satisfied that:

(i) the complainant has given notice to the directors of the corporation or its subsidiary of the complainant’s intention to apply to the court not less than fourteen (14) days before bringing the

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application, or as otherwise ordered by the Court, if the directors do not bring, diligently prosecute or defend or discontinue the action;

(ii) the complainant is acting in good faith; and

(iii) it appears to be in the interests of the corporation or its subsidiary that the action be brought, prosecuted, defended or discontinued.

Under the CBCA, the court in a derivative action may make any order it thinks fit. In addition, under the CBCA, a court may order the corporation or its subsidiary to pay the shareholder’s interim costs, including reasonable legal fees and disbursements. Although the shareholder may be held accountable for the interim costs on final disposition of the complaint, the shareholder is not required to give security for costs in a derivative action.

Derivative actions are not available under the QCA. Although a form of derivative action is available under the Civil Code of Québec and Code of Civil Procedure it may be available only to shareholders and the remedies available may be more restrictive than those available under the CBCA.

Required Vote for Certain Transactions

Under the CBCA, certain extraordinary corporate actions, such as certain amalgamations, continuances and sales, leases or exchanges of all, or substantially all, the property of a corporation other than in the ordinary course of business, and other extraordinary corporate actions such as liquidations, dissolutions and (if ordered by a court) arrangements, are required to be approved by special resolution. A “special resolution” is a resolution passed by not less than two-thirds of the votes cast by the shareholders who voted in respect of the resolution or signed by all shareholders entitled to vote on the resolution. In certain cases, a special resolution to approve an extraordinary corporate action is also required to be approved separately by the holders of a class or series of shares, including in certain cases a class or series of shares not otherwise carrying voting rights.

Under the QCA similar requirements apply except that, unless otherwise restricted by the articles or by-laws of the company, directors have the power to authorize the sale of any corporate asset without reference to the shareholder.

Amendment of Articles

Under the CBCA, an amendment to the articles of a corporation generally requires approval by special resolution. Specified amendments may also require the approval of the holders of a class or series of shares, voting separately, including in certain cases a class or series of shares not otherwise carrying voting rights.

Under the QCA similar requirements apply except that no class vote is required for any amendment.

Requisition of Shareholders Meeting

Under the CBCA the holders of not less than 5% of the issued shares of a corporation that carry the right to vote at a meeting sought to be held may requisition the directors to call a meeting of shareholders for the purposes stated in the requisition. If the directors do not call such meeting within 21 days after receiving the requisition, any shareholder who signed the requisition may call the meeting. Unless the shareholders otherwise resolve at the meeting, the corporation shall reimburse the shareholders the expenses reasonably incurred by them in requisitioning, calling and holding the meeting.

The QCA provides that upon the receipt by the secretary of the company of a requisition in writing, signed by the holders of not less than 10% of the subscribed shares of the company, setting out the objects of the proposed meeting, the directors, or, if there is not a quorum in office, the remaining directors or director, shall forthwith convene a special general meeting of the company for the transaction of the business mentioned in the requisition. If the meeting is not called and held within 21 days from the date upon which the requisition was left at the head office of the company, any shareholders holding not less than 10% of the subscribed shares of the company, whether they signed the requisition or not, may convene the meeting.

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Shareholder Proposals

Under the CBCA, proposals, including nominations for the election of directors, may be made by certain registered or beneficial holders of shares entitled to be voted at an annual meeting of shareholders. To be eligible to submit a proposal, a shareholder must be the registered or beneficial holder of, or have the support of the registered or beneficial holders of, (i) at least 1 % of the total number of outstanding voting shares of the corporation on the day on which the shareholder submits the proposal or (ii) shares whose fair market value is at least Cdn.$2,000 on the close of business on the day before the shareholder submits the proposal, and such registered or beneficial holder(s) must have held such shares for at least six months immediately prior to the day upon which the shareholder submits the proposal. A corporation may request that a shareholder provide such proof of ownership within 14 days after the corporation receives the shareholder's proposal; and the shareholder shall provide the proof within 21 days after the corporation's request.

In order to make a proposal regarding nominations of directors, the proposal must be signed by one or more holders of shares representing not less than 5% of the shares (or shares of a class) entitled to vote at the meeting. Notwithstanding the foregoing, these provisions do not preclude nominations made at meetings of shareholders.

A proposal under the CBCA must include the name and address of the person submitting the proposal, the names and addresses of the person’s supporters (if applicable), the number of shares of the corporation owned by the person and the person’s supporters (if applicable) and the date upon which such shares were acquired.

If the proposal is submitted at least 90 days before the anniversary date of the notice of meeting sent to shareholders in connection with the previous annual meeting of shareholders, and the proposal meets other specified requirements, the corporation shall set out the proposal in the management information circular of the corporation or attach the proposal to the management information circular. In addition, if so requested by the person submitting the proposal, the corporation shall include in or attach to the management information circular a statement in support of the proposal by the person and the name and address of the person. If a corporation refuses to include a proposal in a management information circular, the corporation shall notify the person in writing within 21 days of its receipt of the proposal (or proof of ownership of securities of the person) of its intention to omit the proposal and the reasons therefor. In any such event, the person submitting the proposal may make application to a court, and a court may restrain the holding of the meeting and make any further order it sees fit. In addition, a corporation or any person claiming to be aggrieved by a proposal may apply to a court for an order permitting the corporation to omit the proposal from the management information circular, and the court may make such order as it think fits.

QUESTIONS AND FURTHER ASSISTANCE

If you have any questions about the information contained in this Circular or require assistance in completing your proxy form, please contact the Transfer Agent, at:

100 University Avenue 11th Floor, South Tower Toronto, Ontario M5J 2Y1

Toll Free Number: 1 (866) 904-6166

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APPROVAL OF THE BOARD OF DIRECTORS

The Board of Directors of GL&V has approved the contents and mailing of this Circular.

Montreal, Québec, June 20, 2007.

BY ORDER OF THE BOARD OF DIRECTORS

(Sgd) Robert Dorion

Robert Dorion Secretary

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AUDITORS’ CONSENT

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APPENDIX "A" – ARRANGEMENT RESOLUTION

RESOLUTION CONFIRMING BY-LAW 2007-1 RELATING TO THE ARRANGEMENT

A-1

BE IT RESOLVED AS A RESOLUTION OF GROUPE LAPERRIÈRE & VERREAULT INC. (“GL&V”) THAT:

(1) By Law No. 2007-1 adopted by the Board of Directors of GL&V relating to an arrangement under Sections 49 and 123.107 of the Companies Act (Québec) involving GL&V and its shareholders, the full text of which is set out in Appendix “B” to the Information Circular dated June 20, 2007 in respect of the special general meeting of shareholders to be held on July 27, 2007, is hereby confirmed, approved and adopted.

A-2

APPENDIX "B" – ARRANGEMENT BY-LAW

B-1

BY-LAW NO. 2007-1 ARRANGEMENT BY-LAW

By-Law No. 2007-1 relating to the Arrangement proposed by Groupe Laperrière & Verreault Inc. (the “Company”) pursuant to Sections 49 and 123.107 of the Companies Act (Québec) (the “Act”).

ARTICLE 1 INTERPRETATION

“Arrangement” means the arrangement under Sections 49 and 123.107 and following of the Act on the terms and subject to the conditions set out herein, subject to any amendments or variations thereto made in accordance with the terms hereof and the terms of the Support Agreement or made at the direction of the Court in the Final Order;

“Arrangement Consideration” means, (i) for each Class B Multiple Voting Share, (a) an amount equal to the difference between $33 and the aggregate amount per Class B Multiple Voting Share of any dividend or other distribution or payment (whether in cash, shares or property) declared, set aside or paid by the Company during the period from April 19, 2007 to the Purchase Time, other than as contemplated in the Arrangement, and (b) one New GLV Multiple Voting Share; and (ii) for each Class A Subordinate Voting Share, (a) an amount equal to the difference between $33 and the aggregate amount per Class A Subordinate Voting Share of any dividend or other distribution or payment (whether in cash, shares or property) declared, set aside or paid by the Company during the period from April 19, 2007 to the Purchase Time, other than as contemplated in the Arrangement (the “Purchase Price per Share”), and (b) one New GLV Subordinate Voting Share;

“Arrangement Resolution” means the resolution of the Shareholders approving this By-Law No. 2007-1;

“Articles of Amendment” means the Articles of Amendment of the Company in respect of the Arrangement annexed hereto as Schedule A;

“Articles of the Company” means (i) the articles of amalgamation dated April 1, 1986 and the accompanying certificate of amalgamation dated even date, (ii) the articles of amendment dated June 16, 1986 and accompanying certificate of amendment dated even date, (iii) the articles of amendment dated June 18, 1986 and accompanying certificate of amendment dated even date, (iv) the articles of amendment dated August 10, 1992 and the certificate of amendment dated even date, (v) the articles of amendment dated November 12, 1993 and the certificate of amendment dated even date, the latter containing the rights, privileges, conditions and restrictions attaching to the Shares;

“Certificate of Amendment” means the Certificate of Amendment issued by the Enterprise Registrar upon receipt of the Articles of Amendment;

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“Circular” means the notice of Meeting and accompanying management information circular, including all appendices thereto, to be sent to Shareholders in connection with the Meeting as amended, supplemented or otherwise modified;

“Class A Subordinate Voting Shares” means the Class A subordinate voting shares in the share capital of the Company (actions subalternes votantes catégorie A);

“Class B Multiple Voting Shares” means the Class B multiple voting shares in the share capital of the Company (actions catégorie B à vote multiple);

“Court” means the Superior Court of Québec;

“Depositary Agreement” means the depositary agreement to be entered into on June 26, 2007 between Purchaser, Parent, the Company and the Transfer Agent, a copy of which is attached as Schedule B hereto;

“Effective Date” means the date shown on the Certificate of Amendment;

“Enterprise Registrar” means the Enterprise Registrar appointed pursuant to the Act;

“Letter of Transmittal” means the letter of transmittal referred to in and accompanying the Circular providing for the delivery of the Shares to the Transfer Agent;

“Meeting” means the special general meeting of Shareholders scheduled to be held on July 27, 2007, including any adjournment or postponement or delay thereof, to consider and, if deemed advisable, approve this By-Law No. 2007-1;

“New GLV” means GLV Inc., a corporation incorporated under the Canada Business Corporations Act;

“New GLV Multiple Voting Shares” means the Class B multiple voting shares in the capital of New GLV, the terms and conditions of which shall, immediately prior to the Effective Date, in all material respect mirror those attached to the Class B Multiple Voting Shares as of April 19, 2007 (actions catégorie B à droit de vote multiple);

“New GLV Shares” means, collectively, the New GLV Subordinate Voting Shares and the New GLV Multiple Voting Shares;

“New GLV Subordinate Voting Shares” means the Class A subordinate voting shares in the capital of New GLV, the terms and conditions of which shall, immediately prior to the Effective Date, in all material respect mirror those attached to the Class A Subordinate Voting Shares as of April 19, 2007 (actions subalternes comportant droit de vote catégorie A);

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“Options” means any outstanding options to purchase Class A Subordinate Voting Shares granted under any of the Stock Option Plans;

“Parent” means FLSmidth & Co. A/S, a company incorporated under the laws of Denmark;

“Purchaser” means 4417861 Canada Inc., a corporation incorporated under the Canada Business Corporations Act and a wholly-owned subsidiary of Parent, or an assignee or successor thereof;

“Purchase Date” means the next day following the Effective Date;

“Purchase Time” means 00:02 a.m. on the Purchase Date;

“Put-Call Agreement” means the put-call agreement to be entered into on or prior to the Effective Date between Parent, Purchaser and the Company containing the irrevocable undertaking from Purchaser to acquire the Shares and the irrevocable undertaking from the Company to exercise, on behalf of the Shareholders, the right to sell the Shares to Purchaser, a copy of which is attached as Schedule C hereto;

“Shares” means, collectively, Class A Subordinate Voting Shares and Class B Multiple Voting Shares;

“Shareholder” means a registered holder of Shares;

“Stock Option Plans” means, collectively, the 1992 Stock Option Plan for the Executive Officers, Executive Employees and Directors of the Company and its subsidiaries, as amended, and the 2000 Stock Option Plan for the Executive Officers, Executive Employees, Directors and Employees of the Company and its subsidiaries, as amended;

“Support Agreement” means the support agreement between Parent, Purchaser and the Company dated April 19, 2007, as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms thereof;

“Tax Act” means the Income Tax Act (Canada), as now in effect and as it may be amended from time to time and the regulations made thereunder, as now in effect and as they may be promulgated or amended from time to time; and

“Transfer Agent” means Computershare Investor Services Inc.

ARTICLE 2 THE ARRANGEMENT

2.1 Notwithstanding Section 1.3 of the Articles of the Company, the Company shall be authorized to and shall distribute the New GLV Shares it holds such that the holders of Class B Multiple Voting Shares shall receive one New GLV Multiple Voting Share for each outstanding Class B Multiple Voting Share held, and the holders of Class A Subordinate Voting Shares shall receive one New GLV Subordinate Voting Share for each outstanding Class A Subordinate Voting Share held.

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2.2 The distribution of the New GLV Shares referred to in Section 2.1 shall be effected through a reduction of the paid-up capital of the Shares, the payment of a dividend, or a combination of both. The amount of such reduction of the paid-up capital, if any, and of the dividend shall be determined, subject to the terms of the Support Agreement, by resolution of the Board of directors of the Company.

2.3 The Articles of the Company shall be amended as set forth in paragraph 1.27.3 of Schedule A hereto to permit the exchange of Shares as described in Section 2.4 below.

2.4 All Shares issued and outstanding shall be exchanged for a cash consideration of $33 per Share in accordance with the terms and conditions of the Put-Call Agreement, the signature of which by the Company, as mandatary for and on behalf and in the name of all Shareholders, is hereby ratified and confirmed by the Shareholders. Such cash consideration of $33 per Share shall be reduced by the aggregate amount per Share of any dividend or other distribution or payment (whether in cash, shares or property) declared, set aside or paid by the Company during the period from April 19, 2007 to the Purchase Time, other than as contemplated in the Arrangement.

2.5 Each Option granted and outstanding on the Effective Date shall be cancelled; in consideration for such cancellation, the holder of such cancelled Option shall receive from the Company (i) a cash amount equal to the difference between the Purchase Price per Share and the exercise price of such Option, and (ii) one New GLV Subordinate Voting Share.

2.6 The Stock Option Plans shall be cancelled.

ARTICLE 3 EFFECTIVE DATE AND TIME

3.1 The following steps of the Arrangement will come into force and effect in the following manner:

3.1.1 The distribution of the New GLV Shares effected through a reduction of the paid- up capital, if any, contemplated by Section 2.2 shall take effect on the Effective Date, at 1:00 a.m.;

3.1.2 The distribution of the New GLV Shares effected through the payment of a dividend contemplated by Section 2.2 shall take effect on the Effective Date, at 1:10 a.m.;

3.1.3 The amendment to the Articles of the Company referred to in Section 2.3 shall take effect on the Purchase Date, at 00:01 a.m.;

3.1.4 The cancellation of the Options and payment of the related consideration contemplated by Section 2.5 shall take effect on the Effective Date, at 00:01 a.m.; and

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3.1.5 The cancellation of the Stock Option Plans contemplated by Section 2.6 shall take effect on the Effective Date, at 00:02 a.m.

ARTICLE 4 CERTIFICATES AND PAYMENT

4.1 The relevant Arrangement Consideration will, as soon as practicable after the later of (i) the Purchase Time and (ii) the date of receipt by the Transfer Agent of a duly completed Letter of Transmittal, the certificates representing such Shareholder’s Shares and the other documents referred to in the Letter of Transmittal, (y) be forwarded to such Shareholder at the address specified in the Letter of Transmittal by insured first class mail or, in the case of a postal disruption in Canada, by such other means as the Transfer Agent considers prudent, or (z) be made available at an office of the Transfer Agent for pick-up by the Shareholder, as requested by such Shareholder in the Letter of Transmittal.

4.2 From the Purchase Time, all certificates representing Shares, whether or not deposited by Shareholders and received by the Transfer Agent in the manner referred to in Section 4.1, shall represent only the right to receive the Arrangement Consideration, less any New GLV Shares withheld pursuant to Section 4.3, and shall no longer represent, or entitle the holder thereof to, any other rights that were attached to the Shares prior to such time. The Transfer Agent shall issue to Purchaser one new global certificate evidencing all Class A Subordinate Voting Shares and one new global certificate evidencing all Class B Multiple Voting Shares, as relevant, and cancel all certificates formerly representing Shares, whether or not such certificates have been deposited with the Transfer Agent by Shareholders. Any certificate formerly representing Shares not duly deposited on or before the sixth anniversary of the Purchase Time shall cease to represent a claim by or interest of any former Shareholder of any kind or nature against or in the Company, Parent or Purchaser. On such date, the Arrangement Consideration to which such former Shareholder was entitled to will be dealt with in accordance with the terms of the Depositary Agreement.

4.3 The Company and the Transfer Agent shall be entitled to deduct and withhold such number of New GLV Shares as the Company or the Transfer Agent is entitled or required to deduct under the Tax Act or any other applicable tax legislation with respect to any transaction described in Article 2. To the extent that any New GLV Share is so withheld, it shall be treated for all purposes as having been delivered to the Shareholder in respect of which such deduction and withholding was made, and will be dealt with, including any fraction thereof, in the manner provided for in the Depositary Agreement.

ARTICLE 5 AMENDMENT AND TERMINATION

5.1 The Company may, subject to and in compliance with the Support Agreement, amend, modify and/or supplement this By-Law No. 2007-1 at any time and from time to time provided that any such amendment, modification or supplement must be contained in a written document which is filed with the Court and communicated to such persons as the

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Court may direct and, if made following the Meeting, in a written document approved by the Court and communicated to Shareholders in the manner, if any, required by the Court. Any amendment, modification or supplement to this By-Law No. 2007-1 may be proposed by the Company at any time prior to or at the Meeting with or without any prior notice or communication and if so proposed and accepted by the Shareholders at the Meeting, shall become part of this By-Law No. 2007-1 for all purposes. Any vote cast in favour of the Arrangement Resolution with respect to this By-Law No. 2007-1 as submitted at the Meeting shall be a vote in favour of the Arrangement Resolution with respect to this By-Law No. 2007-1 as so amended, modified or supplemented, and any proxy allowing the holder thereof to vote in favour of the Arrangement Resolution shall entitle such holder to vote in favour of the Arrangement Resolution with respect to this By-Law No. 2007-1 as so amended, modified or supplemented.

5.2 Notwithstanding that this By-Law has been confirmed by the Shareholders or that the Arrangement has been sanctioned by the Court, the directors of the Company are hereby authorized and empowered not to proceed with the Arrangement at any time prior to the issue of the Certificate of Amendment, without the further approval of the Shareholders, but only if the Support Agreement is terminated in accordance with its terms.

ARTICLE 6 GENERAL

6.1 Each director of the Company is hereby authorized, acting for, in the name of and on behalf of the Company, to execute and to deliver the Articles of Amendment, and such other documents as are necessary or desirable to give effect to this By-Law No. 2007-1, to the Enterprise Registrar for filing.

6.2 Each officer and director of the Company is hereby authorized, acting for, in the name of and on behalf of the Company, to execute or cause to be executed, and to deliver or to cause to be delivered, all such documents, agreements and instruments, and to do or to cause to be done all such other acts and things, as such officer or director determines to be necessary or desirable in order to carry out the intent of this By-Law No. 2007-1.

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Schedule A to the By-Law No. 2007-1

The Articles of the Company are amended by adding the following provisions:

1.27 Special provisions

1.27.1 For purposes of paragraphs 1.27.2 to 1.27.7 below:

1.27.1.1 “Arrangement” means the arrangement under Sections 49 and 123.107 and following of the Act on the terms and subject to the conditions set out herein, subject to any amendments or variations thereto made in accordance with the terms hereof and the terms of the Support Agreement or made at the direction of the Court in the Final Order;

1.27.1.2 “Arrangement Consideration” means, (i) for each Class B Multiple Voting Share, (a) an amount equal to the difference between $33 and the aggregate amount per Class B Multiple Voting Share of any dividend or other distribution or payment (whether in cash, shares or property) declared, set aside or paid by the Company during the period from April 19, 2007 to the Purchase Time, other than as contemplated in the Arrangement, and (b) one New GLV Multiple Voting Share; and (ii) for each Class A Subordinate Voting Share, (a) an amount equal to the difference between $33 and the aggregate amount per Class A Subordinate Voting Share of any dividend or other distribution or payment (whether in cash, shares or property) declared, set aside or paid by the Company during the period from April 19, 2007 to the Purchase Time, other than as contemplated in the Arrangement (the “Purchase Price per Share”), and (b) one New GLV Subordinate Voting Share;

1.27.1.3 “Articles of Amendment” means these Articles of Amendment of the Company in respect of the Arrangement;

1.27.1.4 “Articles of the Company” means (i) the articles of amalgamation dated April 1, 1986 and the accompanying certificate of amalgamation dated even date, (ii) the articles of amendment dated June 16, 1986 and accompanying certificate of amendment dated even date, (iii) the articles of amendment dated June 18, 1986 and accompanying certificate of amendment dated even date, (iv) the articles of amendment dated August 10, 1992 and the certificate of amendment dated even date, (v) the articles of amendment dated November 12, 1993 and the certificate of amendment dated even date, the latter containing the rights, privileges, conditions and restrictions attaching to the Shares;

1.27.1.5 “Certificate of Amendment” means the Certificate of Amendment issued by the Enterprise Registrar upon receipt of the Articles of Amendment;

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1.27.1.6 “Circular” means the notice of Meeting and accompanying management information circular, including all appendices thereto, to be sent to Shareholders in connection with the Meeting as amended, supplemented or otherwise modified;

1.27.1.7 “Class A Subordinate Voting Shares” means the Class A subordinate voting shares in the share capital of the Company (actions subalternes votantes catégorie A);

1.27.1.8 “Class B Multiple Voting Shares” means the Class B multiple voting shares in the share capital of the Company (actions catégorie B à vote multiple);

1.27.1.9 “Court” means the Superior Court of Québec;

1.27.1.10 “Depositary Agreement” means the depositary agreement entered into on June 26, 2007 between Purchaser, Parent, the Company and the Transfer Agent;

1.27.1.11 “Effective Date” means the date shown on the Certificate of Amendment;

1.27.1.12 “Enterprise Registrar” means the Enterprise Registrar appointed pursuant to the Companies Act (Québec);

1.27.1.13 “Final Order” means the final order of the Court approving the Arrangement, as such order may be varied at any time prior to the Effective Date or, if appealed, then unless such appeal is withdrawn or denied, the final order of the appellate Court;

1.27.1.14 “Letter of Transmittal” means the letter of transmittal referred to in and accompanying the Circular providing for the delivery of the Shares to the Transfer Agent;

1.27.1.15 “Meeting” means the special general meeting of Shareholders scheduled to be held on July 27, 2007, including any adjournment or postponement or delay thereof, to consider and, if deemed advisable, approve By-Law No. 2007-1 of the Company;

1.27.1.16 “New GLV” means GLV Inc., a corporation incorporated under the Canada Business Corporations Act;

1.27.1.17 “New GLV Multiple Voting Shares” means the Class B multiple voting shares in the capital of New GLV, the terms and conditions of which shall, immediately prior to the Effective Date, in all material respect mirror those attached to the Class B Multiple Voting Shares as of April 19, 2007 (actions catégorie B à droit de vote multiple);

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1.27.1.18 “New GLV Shares” means, collectively, the New GLV Subordinate Voting Shares and the New GLV Multiple Voting Shares;

1.27.1.19 “New GLV Subordinate Voting Shares” means the Class A subordinate voting shares in the capital of New GLV, the terms and conditions of which shall, immediately prior to the Effective Date, in all material respect mirror those attached to the Class A Subordinate Voting Shares as of April 19, 2007 (actions subalternes comportant droit de vote catégorie A);

1.27.1.20 “Options” means any outstanding options to purchase Class A Subordinate Voting Shares granted under any of the Stock Option Plans;

1.27.1.21 “Parent” means FLSmidth & Co. A/S, a company incorporated under the laws of Denmark;

1.27.1.22 “Purchaser” means 4417861 Canada Inc., a corporation incorporated under the Canada Business Corporations Act and a wholly-owned subsidiary of Parent, or an assignee or successor thereof;

1.27.1.23 “Purchase Date” means the next day following the Effective Date;

1.27.1.24 “Purchase Time” means 00:02 a.m. on the Purchase Date;

1.27.1.25 “Put-Call Agreement” means the put-call agreement entered into on or prior to the Effective Date between Parent, Purchaser and the Company containing the irrevocable undertaking from Purchaser to acquire the Shares and the irrevocable undertaking from the Company to exercise, on behalf of the Shareholders, the right to sell the Shares to Purchaser;

1.27.1.26 “Shares” means, collectively, Class A Subordinate Voting Shares and Class B Multiple Voting Shares;

1.27.1.27 “Shareholder” means a registered holder of Shares;

1.27.1.28 “Stock Option Plans” means, collectively, the 1992 Stock Option Plan for the Executive Officers, Executive Employees and Directors of the Company and its subsidiaries, as amended, and the 2000 Stock Option Plan for the Executive Officers, Executive Employees, Directors and Employees of the Company and its subsidiaries, as amended;

1.27.1.29 “Support Agreement” means the support agreement between Parent, Purchaser and the Company dated April 19, 2007, as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms thereof; and

1.27.1.30 “Transfer Agent” means Computershare Investor Services Inc.

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1.27.2 Notwithstanding paragraph 1.3 or any other provision of the Articles of the Company, the distribution of the New GLV Shares shall be made at the time and in the manner contemplated in Sections 2.1 and 2.2 of By-Law No. 2007-1 of the Company.

1.27.3 Notwithstanding any other provision of the Articles of the Company, the Class A Subordinate Voting Shares and the Class B Multiple Voting Shares are subject to the Put-Call Agreement, the signature of which by the Company, as mandatary for and on behalf and in the name of all Shareholders, is hereby ratified and confirmed by the Shareholders. Shareholders shall be required to exchange such Shares in accordance with the terms and conditions of the Put-Call Agreement. The Company, on behalf and in the name of all Shareholders, is irrevocably authorized to exercise their rights and to fulfill all of their obligations pursuant to the terms of the Put-Call Agreement, and to do all acts or sign any documents required or useful thereunder.

1.27.4 From the Purchase Time, all certificates representing Shares, whether or not deposited by Shareholders and received by the Transfer Agent in accordance with the procedures set out in the Circular and the Letter of Transmittal, shall represent only the right to receive the Arrangement Consideration, less any New GLV Shares withheld pursuant to Section 4.3 of By-Law No. 2007-1 of the Company, and shall no longer represent or entitle the holder thereof to, any other rights that were attached to the Shares prior to such time. The Transfer Agent shall issue to Purchaser one new global certificate evidencing all Class A Subordinate Voting Shares and one new global certificate evidencing all Class B Multiple Voting Shares, as relevant, and cancel all certificates formerly representing Shares, whether or not such certificates have been deposited with the Transfer Agent by Shareholders. Any certificate formerly representing Shares not duly deposited on or before the sixth anniversary of the Purchase Time shall cease to represent a claim by or interest of any former Shareholder of any kind or nature against or in the Company, Parent or Purchaser. On such date, the Arrangement Consideration to which such former Shareholder was entitled to will be dealt with in accordance with the Depositary Agreement.

1.27.5 Each Option granted and outstanding on the Effective Date shall be cancelled; in consideration for such cancellation, the holder of such cancelled Option shall receive from the Company (i) a cash amount equal to the difference between Purchase Price per Share and the exercise price of such Option, and (ii) one New GLV Subordinate Voting Share.

1.27.6 The Stock Option Plans shall be cancelled.

1.27.7 The following steps of the Arrangement shall be deemed to take effect in the following manner:

1.27.7.1 The distribution of the New GLV Shares effected through a reduction of the paid-up capital referred to in paragraph 1.27.2 shall take effect on the Effective Date, at 1:00 a.m.;

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1.27.7.2 The distribution of the New GLV Shares effected through the payment of a dividend referred to in paragraph 1.27.2 shall take effect on the Effective Date, at 1:10 a.m.;

1.27.7.3 The amendment to the Articles of the Company referred to in paragraph 1.27.3 shall take effect on the Purchase Date, at 00:01 a.m.;

1.27.7.4 The cancellation of the Options and payment of the related consideration contemplated by paragraph 1.27.5 shall take effect on the Effective Date, at 00:01 a.m.; and

1.27.7.5 The cancellation of the Stock Option Plans contemplated by paragraph 1.27.6 shall take effect on the Effective Date, at 00:02 a.m.

DM_MTL/272215-00001/1411862.12

Schedule B

Text of the Depositary Agreement

DM_MTL/272215-00001/1411862.12

Schedule C

Text of the Put-Call Agreement

DM_MTL/272215-00001/1411862.12

APPENDIX "C" – OPINION OF CIBC WORLD MARKETS INC.

C-1

C-2

C-3

C-4

C-5

C-6

APPENDIX "D" – “”APPLICATION FOR INTERIM AND FINAL ORDERS, NOTICE OF PRESENTATION AND INTERIM ORDER

D-1 CANADA (Commercial Division)

PROVINCE OF QUÉBEC SUPERIOR COURT DISTRICT OF MONTREAL

No: 500~11- IN THE MATTER OF THE ARNGEMENT OF GROUPE LAPERRRE & VERRAULT INC. PURSUANT TO s. 49 AN s. 123.107 OF THE COMPANIES ACT (QUEBEC) (R.S.Q., c-C- 38)

GROUPE LAPERRÈRE & VERRAUL T INC., a corporation having a place of business at 2001 McGil College, Suite 2100, 21 st Floor, in the City and Distrct of Montreal, Province of Quebec, H3 A 101

Petitioner

and THE SHAHOLDERS OF GROUPE LAPERRÈRE & VERRAULT INC.

and

FLSMIDTH & CO. AfS, a company incorporated under the laws of Denmark, having a place of business at Vigerslev Allé 77 DK-2500 Valby, Copenhagen, Denmark

and

4417861 CANADA INC., a corporation having a registered office at 1155 René-Lévesque Blvd. West, 40th Floor, in the City and Distrct of Montreal, Province of Quebec, H3B 3V2 Mis-en-cause APPLICATION FOR INTERIM AN FINAL ORDERS RESPECTING AN ARGEMENT INVOLVIG GROUPE LAPERRÈRE & VERRAULT INC.

(S. 49 AN s.123.107 of the Companies Act (Quebec), R.S.Q. c. C-38)

TO ONE OF THE HONOURALE JUDGES OF THE SUPERIOR COURT OF QUEBEC, SITTING IN COMMERCIAL DIVISION IN AN FOR THE DISTRICT OF MONTREAL, PETITIONER RESPECTFULLY SUBMITS THE FOLLOWING:

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A. INTRODUCTION

a) Summary o/the present Application

1. The present Application relates to the proposed indirect acquisition, by the mis-en-cause FLSmidth & Co. AlS ("FLS"), a Dansh multinational, of certain assets of Petitioner Groupe Laperrère & Verreault Inc. ("Petitioner" or "GL&V"), a solvent Quebec-based public company, for a total consideration of approximately $950,000,000;

2. Following extensive discussions between Petitioner and FLS, which are related in detail hereafer, it was determined, in order to complete the proposed transaction, that the paries would be required to proceed though an arangement pursuant to sections 49 and 123.107 of the Companies Act (Quebec) (the "Act") under which FLS through 4417861 Canada Inc. or an assignee thereof (the "Purchaser") would acquire, under certai conditions, the shares ofGL&V;

3. Petitioner therefore proposes to submit the proposed arangement (the "Arrangement") to its shareholders (the "GL& V Shareholders") under the supervision of ths Cour and will seek, provided that such Arangement is approved by the requisite majority of the GL& V Shareholders, an order sanctioning the Arangement pursuant to section 49 of the Act;

b) The Petitioner and the proposed transaction

4. Petitioner is a company governed by the Act and is a reporting issuer withn the meaning

of the Securites Act (Quebec) (R.S.Q., c. V-1.I), as well as in each of the other Provinces of Canada where such concept exists;

5. Founded in 1975, GL&V is a world leader in process technologies, priarly liquid/solid separation solutions used for a large number of industral, muncipal and environmental applications; 6. GL&V's pricipal executive office and most of its offcers are located in Montreal, Quebec; 7. GL&V's business is divided into three groups:

a) the process group which specializes in products and services relating to the liquid/solid separation processes intended for metal and ore processing, including recausticizing products and services at pulp and paper mils, as well as the upgrading and optimization services for existing metal and ore processing equipment (the "Process Group");

b) the pulp and paper group which specializes in the design and marketing of equipment used in varous stages of pulp and paper production, including pulp preparation, sheet formation and finishing, as well as the upgrading and

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optimzation services for existing pulp and paper equipment (the "Pulp and Paper Group"); and

c) the water treatment group which specializes in the development and marketig of equipment and services for the pretreatment and treatment of muncipal and industral wastewater, drinkng water and water used in varous industrial process, including industral and process feed water treatment, wastewater treatment pnor to the discharge into a publicly owned treatment work (pOTW), receiving stream, lake or public access body of water, as well as water intae screening products and services and, upgrading and optimization servces for existing water treatment equipment (the "Water Treatment Group"); 8. As of May 31, 2007, there were 21,852,521 Class A Subordinate Voting Shares (the "GL&V Subordinate Voting Shares") and 2,607,359 Class B Multiple Voting Shares (the "GL&V Multiple Voting Shares") issued and outstanding (collectively the "GL&V Shares");

9. The GL&V Subordinate Voting Shares and the GL&V Multiple Voting Shaes are listed on The Toronto Stock Exchange (the "TSX") under the stock symbols "GLV.A" and "GL V.B" respectively;

1 O. Pursuant to the 1992 Stock Option Plan for the Executive Offcers, Executive Employees and Directors ofGL&V and its subsidiares, as amended, and the 2000 Stock Option Plan for the Executive Offcers, Executive Employees, Directors and Employees of GL&V and its subsidiares, as amended (collectively the "Stock Option Plans"), Petitioner has granted to its offcers, executives, directors and employees options to acquire GL& V Subordinate Voting Shares. As of May 31, 2007, there were 929,000 options to acquire GL&V Subordinate Voting Shares outstanding;

11. The Petitioner also adopted the following two employee incentive measures (i) a Virtl Shares Program for Certin Employees pursuant to which 52,750 virtual shares were issued and outstanding as of May 31, 2007 (the "Virtual Shares Program") and (ii) a Profit Sharg Program Intended for Certn Employees pursuant to which 278,274 unts

are issued and outstandig as of May 31, 2007 (the "Profit Sharing Program"); 12. On Apnl 19, 2007, Petitioner, FLS and mis-en-cause 4417861 Canada Inc. (the "Purchaser"), entered into a Support Agreement pursuant to which: (i) GL& V agreed to transfer the Pulp and Paper Group and the Water Treatment Group into a newly- incorporated entity ("New GL V") which will be seeking listing on the TSX, (ii) the shares of New GLV (the "New GLV Shares") wil be spun off to the GL&V Shareholders and (iü) the Purchaser will acquire all of the outstanding GL&V Shares, as more fuly appears from a copy of the Support Agreement (the "Support Agreement") anexed as Appendix "E" to the Information Circular, fied in support hereof as Exhibit R-1 (the "Circular");

13. Following the transactions contemplated by the Support Agreement, the Purchaser wil effectively own 100% of GL&V's Process Group in exchange for a consideration of

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$840M in cash (equivalent to 33$ per GL&V Share) and the assumption of net debt of approximately $11 OM;

14. Under the provisions of the Act, and as reflected in the Support Agreement, the distribution of the New GL V Shares is required to be implemented by way of an

arangement pursuant to sections 49 and 123.107 of the Act. The Arangement is fuer described in By-Law No. 2007-1 (the "Arrangement By-Law"), a copy of which is anexed as Appendix "B" to the Circular;

15. The purose of the present Application is twofold:

a) At the interim stage:

i) to obtai from the Cour an order to convene a meeting (the "Meeting") of the GL& V Shareholders;

ii) to obtain from ths Cour directions and instrctions as to the maner to sumon the GL& V Shareholders to the Meeting;

iii) to obtan the approval from ths Cour with respect to the natue of the information to be provided to GL& V Shareholders in anticipation of the Meeting; and

iv) to obtan the approval from ths Cour as to how notice of hearg of ths Application on the final order is to be given to the GL& V Shareholders;

(the "Interim Order")

b) At the final stage:

i) to obtain from ths Cour the sanction of the Arangement;

ii) to obtai from this Cour a declaration that the terms and conditions of the Arangement and of the transactions contemplated therein are fair to the GL& V Shareholders in light of the laws of the Province of Quebec and the laws of Canada applicable herein. Such declaration will serve as a basis for New GL V to avail itself of an exemption from the registration requirements of the United States Securities Act of 1933, as amended (the

"U.S. Securities Act") in connection with the issue of the securties issued pursuant to the Arangement;

(the "Final Order")

16. In support of the present Application, Petitioner submits the followig documents all in draft form:

a) the Circular, together with its appendices;

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b) a letter to the GL& V Shareholders from the Chairman of the Board and Chief Executive Offcer (the "Letter to Shareholders"), a copy of which is included in the Circular;

c) a Notice of Special General Meeting (the "Notice of Meeting"), a copy of which is included in the Circular;

d) two forms of Proxy (the "Forms of Proxy"), a copy of which is filed in support hereof as Exhbit R-2;

e) a letter of transmittal (the "Letter of Transmittal"), a copy of which is fied in support hereof as Exhbit R-3;

f) a Notice of Presentation of ths Motion for the Issuace of the Final Order (the "Notice of Presentation of the Final Order"), a copy of which is anexed as Appendix D to the Circular;

(collectively the "Meeting and Application Material"); B. CONTEXT OF THE ARNGEMENT

17. FLS is a Dansh company founded in 1882 which, though its divisions and subsidiaries, provides equipment and services globally to the global cement industr. It is a world leadig supplier of complete cement plants as well as key machiery and process technology for the cement and mieral industnes;

18. In September 2006, FLS communcated with Richard Verreault, the President and Chief Operating Offcer of GL&V, to discuss the possible interest of GL&V to car-out joint activities. GL& V subsequently informed FLS that such an option would not be pursued by GL&V and mentioned that FLS could consider a transaction involving GL&V instead;

19. In late November 2006, FLS expressed an interest in discussing a possible acquisition by FLS of the GL&V Process Group;

20. On Januar 5, 2007, Laurent Verreault, the Chairman of the Board and Chief Executive Offcer of GL& V and Richard Verreault travelled to Denmark to discuss with senior executives of FLS a possible transaction concerning the purchase of the Process Group by FLS, discussions which led to the negotiation and execution by GL&V and FLS of a Confdentiality Agreement on Januar 17,2007;

21. During the negotiations, which continued in Januar 2007, it was confirmed that FLS's interest was limited solely to the Process Group, which was in line with its business strategy and assets;

22. On February 2, 2007, FLS wrote to the Board of Directors of GL&V (the "Board of Directors") and to Laurent and Richard Verreault to express their non-binding interest in acquig the Process Group followig a management buyout of the Pulp and Paper Group and the Water Treatment Group (the "Initial Transaction");

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23. On Februar 5, 2007, the Board of Directors created a special committee of the Board of Directors (the "Special Committee") which was comprised entirely of directors who are independent of GL&V and FLS, namely, Claude Boivi, as Chairan, Michel Barl, Denyse Chicoyne and Pierre Monahan. The mandate of the Special Committee included the following actions:

a) to consider, review and analyse the Initial Tranaction as a whole, including any proposal to acquire all or a substantial portion of GL&V's assets, to implement an arangement or to consider a tae-over bid;

b) to consider, review and analyse any agreement to be entered into in connection with the Intial Transaction;

c) to review the application of the related par rules pursuat to securties laws applicable to the Initial Transaction;

d) to appoint, at the expense of GL& V, any professional advisor, including legal and financial advisors, to assist the SpeCial Commttee in fufillng its mandate;

e) if thought necessar or advisable by the Special Commttee, to suggest to the paries any changes or alternatives to the Intial Transaction that the _ Special Committee considered in the interest of the GL& V Shareholders;

f) to make a recommendation to the Board of Directors as to whether the Initial Transaction is fair to the GL& V Shareholders and whether it should be recommended to them; and

g) if the Initial Transaction is approved by the GL&V Shareholders, to monitor its implementation;

24. The Special Commttee retained Fasken Marineau DuMoulin to act as its legal counsel and selected CIBC Wodd Markets Inc. ("CIBC") to assist it in its financial review of the Initial Transaction, to prepare, if required, a formal valuation of GL& V and to prepare an opinion as to the faiess, from a financial point of view, of the consideration to be received by the GL& V Shareholders pursuant to the Intial Transaction;

25. On Februar 16,2007, the Special Commttee met with senior management ofGL&V to be updated on the negotiations with FLS. The Special Committee indicated that the implementation of the Initial Transaction though the creation of New GL V regrouping the Pulp and Paper Group and the Water Treatment Group (collectively the "Excluded Divisions") and the distrbution to the GL&V Shareholders of the New GL V Shares should be fuher analyzed and considered by both GL&V and FLS as an alternative to the Intial Transaction (the "Proposed Transaction"); 26. On March i, 2007, GL&V, Laurent Verreault, 3033548 Nova Scotia Co., Trust Laurent Verreault, Mr. Richard Verreault (Laurent Verreault, 3033548 Nova Scotia Co., Trust Laurent Verreault and Richard Verreault, being collectively the "Supportng Shareholders") and FLS executed an exclusivity agreement pursuant to which the paries

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would negotiate only with each other for a period offort-five (45) days, subject however

to the fiduciar obligations of the Board of Directors;

27. Throughout March 2007, FLS conducted its due dilgence of the Process Group and

continued discussions with GL&V as to the strcture of the Proposed Transaction and its implementation, including through the creation of New GL V and the distribution of the New GLV Shares;

28. Between March 30, 2007 and April 19,2007, GL&V, FLS and their respective advisors negotiated the terms of the Support Agreement, including the term sheet of a carve-out agreement relating to the acquisition by New GLV of the Excluded Divisions. Durng the same period, FLS, the Supporting Shareholders and the respective advisors negotiated the terms ofa Lock-Up and Voting Agreement;

29. On April 13, 2007, the Special Committee met to review the terms of the Proposed Transaction as negotiated by GL& V and FLS, to be implemented through the Arangement;

30. The Support Agreement which was entered into on April 19, 2007, details the steps of the transaction to be entered into by GL&V, FLS and the Purchaser (the "Transaction"), which include:

a) the care-out by GL&V, prior to the implementation of the Arangement, of the Excluded Divisions to New GLV, the whole pursuant to the Care-Out transaction steps as described in a master care-out agreement to be entered into afer the Final Order as been obtaied (the "Master Carve-Out Agreement");

b) subsequently, the acceleration of the payment ofGL&V's Viral Shares Program and the Profit Sharng Program and to terminate such programs at such time;

c) then the acceleration of the vesting of all options outstanding pursuat to the Stock Option Plans and the payment to the holders of such options, if requested by such holders, a cash amount calculated in accordance with the provisions of the Support Agreement and of a New GL V Subordinate Voting Share;

d) following the pre-Arangement steps detailed above, the implementation of the Arangement, as subsequently detailed herein; 31. The Support Agreement provides the representations and waranties, as well as the covenants of the paries to one another;

32. The Support Agreement fuher provides that the Transaction is notably subject to the following conditions precedent:

a) the interim order shall have been obtained in form and on terms reasonably satisfactory to GL&V, FLS and the Purchaser;

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b) the Arangement shall have been approved at the Meeting by not less than 75% of the votes cast at the Meeting by the holders ofGL&V Multiple Voting Shares and the holders of GL& V Subordinate Voting Shares, present or represented at the Meeting, each voting separately as a class (the "Required Vote");

c) the Final Order shall have been obtained in form and on terms reasonably satisfactory to each of GL&V, FLS and the Purchaser, and shall not have been set aside or modified in a maner unacceptable to such paries acting reasonably on appeal or otherwse;

d) all Reguatory Approvals, as defined in the Support Agreement, shall have been obtaied or concluded or, in case of waiting or suspensory penods, expired or been termnated;

e) no Governenta Entity, as defined in the Support Agreement, shall have enacted, issued, promulgated, enforced or altered any Law, as defined in the Support Agreement, tht restrais enjoins or otherwise prohibits consumation of the Arangement or the other transactions contemplated by the Support Agreement and not private par shall have instituted a proceedig seeking any such Law and no Governental Entity shall have notified any pary that it is considering instituting any such proceedings;

f) the New GL V ,Shares shall be conditionally approved for listing on the TSX and no order, ruling or determation having the effect of suspending or ceasing the trading of such shares shall have been issued by any Governental Entity, provided however that GL&V many not rely on the conditions precedent contained in ths subsection if the conditions precedent should have been satisfied but for a default by GL&V in compliance with its obligations with respect to the listing of the New GL V Shares;

g) between April 19,2007 and the date shown on the Certificate of Amendment (the "Effective Date"), there shall not have occured a fact, change, effect, event or occurence that individually or in the aggregate with all other facts, changes, effects, events or occurences, (i) is or could reasonably be expected to be materially adverse to the assets, business, afai, results of operations or financial

conditions of New GL V or (ii) would reasonably be expected to materially impai or delay the abilty of New GL V to perform its obligations under the Master Care-Out Agreement; and

h) the Support Agreement shall not have been termnated in accordace with its terms;

i) the aricles of amendment in respect of the Arangement (the "Articles of Amendment") shall have been fied with, and the certificate of amendment of GL&V pursuant to s. 123.109 of the Act shall have been issued by the Enterprise Registrar (the "Certificate of Amendment");

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C. THE ARRNGEMENT 33. If ths Honourable Cour renders the Interim Order sought herein by Petitioner, the Meeting of GL& V Shaeholders wil be held on July 27, 2007;

34. At the Meeting, GL&V Shareholders will be asked to consider, and if deemed advisable, to pass, with or without varation a resolution (the "Arrangement Resolution") confiring the Arangement By-Law relating to the Arangement, a copy of which is anexed as Appendix "A" to the Circular;

35. Prior to the implementation of the Arangement, the Care-Out Transactions steps provided in the Master Care-Out Agreement will be executed;

36. Following the Execution of the Master Care-Out Agreement, the Arangement will be implemented in the followig maner:

a) Notwthstanding Section 1.3 of the Aricles of Amalgamation dated April 1, 1986 as amended by the Aricles of Amendment dated June 16, 1986, June 18, 1986, August 10, 1992 and November 12, 1993 (the "Articles"), GL&V shall be authorized to and shall distrbute the New GL V Shares it holds such that the holders of GL&V Multiple Voting Shares shall receive one New GLV Multiple Votig Share for each outstanding GL& V Multiple Votig Share held, and the holders of GL&V Subordinate Voting Shaes shall receive one New GLV Subordinate Voting Share for each outstading GL& V Subordinate Voting Share held. A copy of the Aricles is fied in support hereof as Exhbit R-4; b) The distrbution of the New GLV Shaes referred to in paragraph a) shall be effected though a reduction of the paid-up capital of the GL& V Shares, the

payment of a dividend, or a combination of both. The amount of such reduction of the paid-up capital, if any, and of the dividend shall be determined, subject to the terms of the Support Agreement, by resolution of the Board of directors;

c) The Aricles shall be amended as set fort in the Argement By-Law to permit

the exchange of the GL&V Shares as descnbed in paragraph d) below; d) All GL& V Shares issued and outstanding shall be exchanged for a cash consideration of $33 per GL&V Share in accordance with the terms and conditions of the Put-Call Agreement anexed as Appendix "G" to the Circular, the signatue of which by the Petitioner, as mandatay for and on behalf and in the name of all GL&V Shareholders, shall be ratified and confrmed by the GL&V Shareholders pursuant to the Arangement By-Law. Such cash consideration of $33 per GL&V Share shall be reduced by the aggregate amount per GL&V Share of any dividend or other distrbution or payment (whether in cash, shares or property) declared, set aside or paid by Petitioner durng the period from April 19, 2007 to 00:02 a.m. on the day following the Effective Date (the "Purchase Time"), other than as contemplated in the Arangement;

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e) Each Option granted and outstanding on the Effective Date shall be cancelled; in consideration for such cancellation, the holder of such cancelled Option shall receive from Petitioner, (i) a cash amount equal to the difference between the Purchase Price per Share, as defied in the Arangement By-Law, and the exercise price of such Option, and (ii) one New GL V Subordinate Voting Share;

f) The Stock Option Plans shall be cancelled;

37. The Arangement provides that the distribution of the New GLV Shaes effected though a reduction of the paid-up capita, if any, shall tae effect on the Effective Date at 1 :00 a.m., that the distribution of the New GL V Shares effected though the payment of a dividend shall take effect on the Effective Date, at 1: 10 a.m., and that the amendment to the attbutes of the GL& V Shares allowing the exchange of the GL& V Shares, as set forth in pargraph 36(d), shall tae effect the next business day following the Effective Date, at 0:01 a.m.. The cancellation of the Options and the payment of related consideration shall tae effect on the Effective Date at 00:01 a.m. and the cancellation of the Stock Option Plans shall take effect on the Effective Date at 00:02 a.m.;

38. The Petitioner is not inolvent pursuant to s. 123.63 and 123.70 of the Act in that:

a) it is able to pay its liabilties when due; and

b) the book value of its assets is and will not, followig the implementation of the Arangement, be less than the sum of its liabilities and its issued and paid-up share capita account;

as more fully appear from the interim report for the three month and nie month period ended December 31, 2006 and from the press release dated June 7, 2007 relatig to the results for the year ended March 31, 2007 filed en liasse in support hereof as Exhbit R-5 and from the affdavit of Marc Barbeau, Vice-President and Chief Financial Offcer, produced in support hereof;

39. The Arangement is proposed by the Petitioner to the GL&V Shareholders pursuant to s. 49 and 123.107 and following of the Act because it affects the rights of the GL&V Shareholders under the Petitioners' constitutig act, namely its Aricles in the followig maner:

a) the distribution of the New GLV Shares to the GL&V Shareholders is to be made otherwse than rateably between them, as required by section 1.3 of the Aricles: holders of the GL&V Multiple Voting Shares are to receive only New GLV Multiple Voting Shares and holders of the GL& V Subordinate Voting Shares are to receive only New GL V Subordinate Voting Shares;

b) the distribution of the New GL V Shares shall be implemented though an uneven reduction of the paid-up capital as the paid-up capita for the GL& V Subordinate Voting Shares amounts to $2.57 while the paid-up capital for ta puroses on the GL&V Multiple Voting Shares amounts to only $0.78. Consequently, the portion

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of the distnbution of the New GL V Shares to be implemented as a dividend will also be made on an uneven basis;

c) the rights of the GL& V Shareholders under the Aricles are to be afected by the addition of a privilege makng all GL&V Subordinate Voting Shares and GL&V Multiple Voting Shares subject to the Put-Call Agreement, leading to their imediate exchange for a cash consideration of $33 per GL& V Share; D. FAIRNSS TO GL&V SHAREHOLDERS

40. GL& V on the one hand, and FLS and the Purchaser on the other hand are entities that have always dealt with each other at ar's lengt and which have approached the Transaction contemplated by the Arangement with a view to promotig exclusively the interest of their respective shareholders; 41. As previously discussed, the Board of Directors created the Special Commttee of the Board comprised entirely of directors who are independent of GL&V and FLS to consider the Initial Tranaction and any modification thereto;

42. The Special Committee after an extensive review and thorough discussion of all facts and issues it considered relevant in respect to the Transaction and based on the information presented to it, concluded unanmously that the Transaction is fai to the GL& V Shareholders and in the best interests of GL& V, and recommended that the Board of Directors recommend that the GL& V Shareholders vote in favour of the Arangement Resolution;

43. In reaching their conclusion and in makng their recommendation, the members of the Special Committee relied on their personal knowledge of GL& V and the industr in which GL&V is involved, on the review and analysis of the draf ageements submitted to them, on the faiess opinion provided by CIBC which will be communcated to GL&V Shareholders as Appendix "C" to the Circular (the "Fairness Opinion") which was satisfactory to the Special Committee, and the factors and analysis described above and on discussions with its legal and fmancial advisors;

44. In reaching its conclusions, the Special Commttee considered numerous factors, includig among other things the following:

a) On April 19, 2007, CIBC, fmancial advisor to the Special Committee, delivered to the Special Committee the Fairness Opinion to the effect that based upon and subject to the assumptions limitation and qualifications contaned therein, CIBC was of the opinion that the consideration of $33 (minus any dividend or distrbution made between April 19, 2007 and the Purchase Time, as fuer detailed in the Arangement By-Law) and one New GLV Share per each GL&V Share provided to GL&V Shareholders under the proposed Arangement (the "Arrangement Consideration") is fair, from a financial point of view, to the GL&V Shareholders;

OM _MTU2722 15-0000111428957. 9 Fasken Martineau DuMoulin LLP - 12-

b) the Arangement Consideration reflects a major increase relative to the recent trading pnces of the GL&V Shares on the TSX, representing an attactive premium over recent GL&V's Share prices; c) the management of GL&V had determned that the price offered by FLS for its Process Group notably reflects that the ore processing industr presently undergoing consolidation, recognzes added value in global suppliers capable of offering comprehensive solutions that complete customers' process flow sheets;

d) through ownership of New GLV Shares, GL&V Shareholders will have an opportty to continue to paricipate in futue prospects and growt of New GL V, of which key senior executives and principal shareholders wil remain substatially the same as those ofGL&V;

e) the fact that the Supporting Shareholders of GL& V who collectively owned on

April 19,2007,65.1% of the GL&V Multiple Votig Shares and approximately 0.2% of the GL&V Subordinate Voting Shares, have entered into a Lock-Up and Voting Agreement dated April 19, 2007, to vote in favour of the Arangement Resolution;

f) pursuant to the terms of the Support Agreement, the Special Comnttee remains in a position to respond, pursuat to the terms of the Support Agreement, to an acquisition proposal if that acquisition proposal is a superior proposal; and

g) the process followed to approve the Arangement, including the fact that the Arangement Resolution must be approved by at least 75% of the votes cast at the Meeting by the holders of GL& V Multiple Voting Shares and the holders of GL&V Subordinate Voting Shaes, each voting as separately as a class, the fact that a majority of the GL&V Subordinate Voting Shares are not held by the Supporting Shareholders or members of GL&V's senior management, and the requirement for the Cour to approve the Arangement and the issue of the Final Order reflecting its approval;

45. The Board of Directors also concluded that the Arangement is fair and in the best interest of GL& V and the GL& V Shareholders and unanously recommended that the GL& V Shareholders vote in favour of the Arangement;

46. The Board of Directors believes that the Trasaction is consistent with GL&V's core objective of maximizing shaeholder value. The Arangement Consideration provides GL&V Shareholders with a signficant and immediate retu on the Process Group's assets and also offers them the opportty to continue paricipating in the growth of the Excluded Divisions to be cared out by New GLV, which development will be directed by substatially the same senior management team;

E. EXEMPTION FROM U.S. SECURITIES ACT 47. GL&V has an interest in having determined at the final hearng that the terms and conditions of the Arangement, including the issuance of the New GL V Shares, are fair to

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the GL&V Shareholders in order for GL&V and New GLV to avail themselves of an exemption from the requirement of registering securties in the United States;

48. Under the U.S. Securties Act, any securties sold in or from the United States must either be:

a) registered under the U.S. Securties Act prior to their sale; or

b) issued pursuat to an exemption from registration under the U.S. Securties Act. One such exemption, set fort in section 3 (a) (10) of the U.S. Securties Act, applies to securities issued in exchange for one or more bona fide outstading securties, claims or propert interests, where the terms and conditions of such issuance and exchange have been approved by a Cour or other governenta authority, expressly authorized by law to grant such approvals after a hearng upon the terms and conditions of such issuance and exchange at which all persons to whom the issuer is proposing to issue such securties in such exchange shall have the right to appear. A copy of the relevant sections of the U.S. Securties Act is attached hereto as Exhbit R-6;

49. If ths Honourable Cour fids the Arangement is fai to GL&V Shareholders, the New GL V Shares distrbuted to the GL& V Shareholders will not requie registration under the U.S. Securties Act since their distrbution will have followed Cour approval of the Arangement, following the holding of a hearg on the fairness of the Arangement, at which hearg all persons who may receive such securties who would have had the right to appear; F. INTERIM AND FINAL ORDERS

50. Given the large number of GL&V Shareholders, GL&V requests from the Honourable Cour to be dispensed from descnbing at lengt the GL& V Shareholders in the description of the impleaded pares and asks ths Honourable Cour to declare that all GL&V Shareholders and any transferees of securties be deemed paries as Mis-en-cause to the present proceedings;

51. GL&V also requests from this Cour a declaration respecting the maner and timing of service of the present proceedings on GL&V Shareholders and the documents required to be served on the GL& V Shareholders; Interim Order

52. At the interim stage, Petitioner asks ths Honourable Cour to:

a) order that the Meeting be sumoned;

b) issue orders as to the maners in which the Meeting must be called, includig orders as to persons entitled to receive notice of the Meeting, documents to be sent and persons entitled to attend the Meeting;

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c) fix the record date for the determination of the GL&V Shareholders entitled to receive the Notice of Meetig and Application Material and vote on the Arangement Resolution (the "Record Date");

d) issue orders as to the use and solicitation of proxies;

e) issue orders as to the maner in which the Meeting must be held and conducted;

f) issue orders specifying the procedure to be followed by GL& V Shaeholders wishing to appear on or contest the Application with respect to the Final Order (the "Application for Final Order"); and

g) order that GL&V may, on approval of the Arangement by the GL&V Shareholders, apply to the Honourable Cour for the Final Order and set the date of hearng thereof;

Final Order

53. Should the Arangement Resolution be cared by the GL&V Shareholders at the Meeting, Petitioner wil apply to the Honourable Court for an order sanctionig the Arrangement;

54. Petitioner will accordingly as par of the Final Order, ask this Honourable Cour to declare that:

a) Servce of the present Application was made in accordace with the Interim

Order, is valid and suffcient and amount to service on all of the Mis-en-cause;

b) Sanction the Arangement;

c) A declaration tht each of the Arangement, the Arangement Consideration and

the delivery of the New GL V Shares is fai to GL&V Shareholders

55. The present Application is well founded in facts and in law;

WHREFORE, PETITIONER PRAYS TilS HONOURALE COURT BY JUDGMENT TO INTERVENE HEREIN TO: A. ON THE APPLICATION FOR INTERI ORDER

(1) DISPENSE Petitioner, Groupe Laperrère & Verreault inc. ("Petitioner" or "GL&V") from describing at length the names of its shareholders (the "GL& V Shareholders") in the description of the impleaded paries;

(2) ORDER that all GL&V Shareholders and any transferees of such securities in Petitioner be deemed paries, as Mis en cause, to the present proceedings and be bound by the terms of any order to be rendered herein;

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(3) ORDER that the present Application has been validly presented in the Distnct of Montreal;

(4) DISPENSE the Petitioner from giving notice of the Application for Interim and Final Orders respecting an Arangement involving Groupe Laperrère et Verreault inc. (the "Application") with respect to the Interim Order;

(5) GRAT the present Application for Interim Order; As to the Meeting

(6) ORDER Petitioner to call, hold and conduct a Special General Meetig of the GL&V Shareholders (the "Meeting") on July 27,2007, at 10:30 local time or at such other time as determined by Petitioner, at the Omni Mont-Royal, located at 1050 Sherbrooke Street West, Montréal, Québec, or such other location as may be determed by GL&V to, among other things consider and, if deemed advisable, pass, with or without varation, a resolution confrming By-Law No.2007-1, Appendix "B" to the Circular (the ("Arrangement By-Law") relating to an arangement under sections 49 and 123.107 of the Companies Act (Quebec) (the "Act") involving GL&V and the GL&V Shareholders (the "Arrangement") substantially in the same form as set fort in Appendix "A" to the draf Information Circular (the "Circular"), Exhibit R-1 (the "Arrangement Resolution");

(7) ORDER that the Meeting be called, held and conducted in accordance with the Notice of Special General Meeting of Shareholders (the "Notice of Meetig"), included in the Circular, the Act, the Aricles and By-laws of Petitioner, the terms of the Interim Order and any fuher order of ths Cour, and the ruings and directions of the Chair of the Meeting (the "Chair");

As to theform of proxy and the solicitation of proxies

(8) AUTHORIZE Petitioner to use the forms of proxy in substatially the same form as the draf forms of proxy, Exhbit R-2 (the "Forms of Proxy"), subject to Petitioner's abilty to insert dates and other relevant information in the final Forms of Proxy; (9) AUTHORIZE Petitioner, at its expense, to solicit proxies, directly and through its offcers, directors and employees, and through such agents and representatives as it may reta for the purose, and by mail or such other forms of personal or electronic communcation as it may determe;

(10) ORDER that the procedure for the use of proxies at the Meeting shall be as set out in the Circular provided that Petitioner may in its discretion waive the time limits for the deposit of proxies by GL& V Shareholders;

As to the documents required to be sent to persons entitled to receive the Notice of Meeting

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(11) ORDER that a copy of the present Application, a Notice of Presentation for the Final Order substantially in the same form as that included as Appendix "D" to the Circular (the "Notice of Presentation for the Final Order") and a copy of the Interim Order be included in the Circular as Appendix "D", to be distrbuted in the maner hereinafer described to the persons entitled to receive the Notice of Meetig (collectively the "Application Material");

(12) ORDER that the Notice of Meeting be given, and service of the present Application on the GL&V Shareholders be made by mailing or delivering, in the maner hereinafter descnbed and to the persons hereinafter specified, a copy of a French or English version, according to the election, if any, made by the intended recipient, of the following documents (collectively, the "Meeting Material"):

a) the Circular, together with its appendices, all in substantially the same form as Exhibit R -1;

b) a letter to GL&V Shareholders from the Chairman of the Board and Chief Executive Offcer of Petitioner, substatially in the same form as that included in the Circular;

c) the Notice of Special General Meeting of GL&V Shareholders, substatially in the same form as that included in the Circular;

d) the Forms of Proxy, substantially in the same form as Exhbit R-2;

e) a Letter of Transmittal, in substatially the same form as Exhbit R-3;

f) the Notice of Presentation for the Final Order, substatially in the same form as Appendix "D" of the Circular;

with such amendments thereto Petitioner may advise are necessar or desirable, provided that such amendments are not inconsistent with the terms of the Interim Order (the "Meeting Material" and the "Application Material" being collectively referred to as the "Meeting and Application Material");

As to the record date for notice and voting

(13) DECLAR that the record date for the determation of GL&V Shareholders entitled to receive the Meeting and Application Material and to vote on the Arangement Resolution (subject to paragraph (22) hereof) be June 6, 2007 (the "Record Date"); As to persons entitled to notice of the Meeting

(14) DECLAR that the only persons entitled to receive the Notice of Meeting shall be the registered GL&V Shareholders as they may appear on the records of Petitioner, as maintaied by its transfer agent, as at the close of business on the Record Date, non- registered GL&V Shareholders pursuant to and in conformity with National Instrument 54-101 Respecting Communications with Beneficial Owners of Securities of a Reporting

OM_MTU27221 5-00001/1 428957 .9 Fasken Martineau DuMoulin LLP - 17 -

Issuer and, in Québec, with Regulation 54-101 Respecting Communications with Beneficial Owners of Securites of a Reporting Issuer (collectively "NI54-101"), the directors and the auditors of Petitioner;

As to Notice of Meeting and service of the Application

(15) ORDER that the Meeting and Application Material shall be distrbuted:

a) in the case of registered GL&V Shareholders, by mailing same by prepaid first class mail or by delivering same in person or by recognised courer service to each and all registered GL& V Shareholders as they may appear on the records of Petitioner as at the close of business on the Record Date, at his or her address as it may appear on the records of Petitioner as at that time, the whole before the close

of business on July 3, 2007; and

b) in the case of non-registered GL& V Shaeholders, by delivering multiple copies of same to intermediares and registered nomiees as they are defined in NI 54- 101 to faciltate distrbution to non-registered GL& V Shareholders as set out in NI 54-101, the whole before the close of business on July 3, 2007; (16) DECLAR that such mailing or delivery, as provided in paragraph (15) hereof, constitutes good and sufficient service of the present Application, and good and sufficient notice of presentation of Petitioner's Application with respect to the Final Order as set out below (the "Application for Final Order") on all GL&V Shareholders, whether those persons reside withn Québec or withn another jursdiction;

(17) DECLAR that an affidavit signed by the person responsible for the sending of the Meeting and Application Material shall constitute conclusive proof of service of the Meeting and Application Material on the addressees;

(18) ORDER that any accidental omission to give notice of the Meeting to, or the non-receipt of such notice by one or more of the persons specified in the Interim Order shall not invalidate any resolution passed at the Meeting or the proceedings herein, and shall not constitute a breach of the Interi Order;

(19) ORDER that a copy of the Meeting and Application Material distrbuted to GL&V Shareholders puruant to the Intenm Order shall be fied in the Cour record following distribution thereof;

As to deemed receipt of Meeting and Application Material and deemed service of the Court Material

(20) DECLAR that the Meeting and Application Material shall be deemed, for the puroses of the present proceedings, to have been received by persons entitled to receive the Notice of Meeting, and to have been served on all Mis en cause:

a) in the case of distrbution by prepaid first class mail, three business days after delivery thereof to the post office;

DM_MTU2722 i 5-00001/1428957.9 Fasken Martineau DuMoulin LLP - 18 -

b) in the case of delivery in person, upon receipt thereof at the intended recipient's address; and

c) in the case of delivery by courer, one business day after receipt by the courer;

As to the Meeting and the vote on the Arrangement Resolutin

(21) DECLARE that the only persons entitled to attend the Meeting shall be:

a) the registered GL&V Shareholders as they may appear on the records of

Petitioner as at the close of business on the Record Date, subject to the provisions of the Intenm Order and subject to the provisions of the Act and applicable securities legislation, regulation and policy statements;

b) GL&V Shareholders who acquired GL&V Shaes after the Record Date, provided such holders establish that they are GL& V Shareholders and request that GL& V, at least 48 hours before the Meeting, register such holders on the list of GL&V Shareholders entitled to vote;

c) holders of GL& V Shares issued from treasur after the Record Date;

d) the officers, directors, auditors and advisors of Petitioner;

e) duly appointed proxy holders;

f) representatives ofFLSmidth & Co. AlS ("FLS") and 4417861 Canada Inc. (the "Purchaser"); and

g) other persons with the permission of the Chair;

(22) DECLARE that the only persons entitled to vote on the Arangement Resolution at the Meetng, either in person or by proxy, shall be:

b) GL&V Shareholders who acquired GL&V Shares afer the Record Date, provided such holders establish that they are GL&V Shareholders and request that GL&V, at least 48 hours before the Meeting, register such holder on the list of GL&V Shareholders entitled to vote;

c) holders of GL& V Shares issued from treasury after the Record Date;

(23) ORDER that the Meeting be conducted at the time and location specified in the Notice of Meeting, included in the Circular, and that Petitioner, if it deems it advisable, be specifically authorized to adjour or postpone the Meeting on one or more occasions,

DM_MTU2722 i 5-0000111428957 .9 Fasken Martineau DuMoulin LLP - 19-

without the necessity of first convenig the Meeting or first obtaning any vote ofGL&V Shareholders respecting the adjourent or postponement, subject to the terms of the Support Agreement;

(24) DECLAR that the vote required to pass the Arangement Resolution, with or without varation, shall be the affrmative vote of at least 75% of the votes cast on the Arangement Resolution by the GL&V Subordinate Voting Shareholders and of the votes cast on the Arangement Resolution by the GL& V Multiple Votig Shareholders, each votig separately as a class, present in person or represented by proxy at the Meeting;

(25) DECLAR that for the purose of the vote on the Arangement Resolution, any spoiled votes, ilegible votes, defective votes and abstentions, as determined by the Chair, shall be deemed not to be votes cast by GL& V Shareholders;

As to the Arrangement

(26) ORDER that the Petitioner may, subject to and in compliance with the Support Agreement, included as Appendix "E" to the Circular (the "Support Agreement") and the terms of the Arangement By-Law, amend, modify and/or supplement the Arangement By-Law at any time and from time to time provided that any such amendment, modification or supplement must be contained in a wrtten document which is filed with the Cour and communcated to such persons as the Cour may direct and, if made following the Meeting, in a wrtten document approved by the Cour and communcated to GL&V Shareholders in the maner, if any, required by the Cour;

(27) ORDER that any amendment, modification or supplement to the Arangement By-Law may be proposed by the Petitioner at any time prior to or at the Meeting with or without any prior notice or communcation and if so proposed and accepted by the GL& V Shareholders at the Meeting, shall become par of the Arangement By-Law for all puroses; (28) ORDER that any vote cast in favour of the Arangement Resolution with respect to the Arangement By-Law as submitted at the Meeting shall be a vote in favour of the Arangement Resolution with respect to the Arangement By-Law as so amended, modified or supplemented, and any proxy allowing the holder to vote in favour of the Arangement Resolution shall entitle the holder to vote in favour of the Arangement Resolution with respect to the Arangement By-Law as so amended, modified or supplemented;

(29) ORDER that notwithstading that the Arangement By-Law has been confrmed by GL&V Shareholders or that the Arangement has been sanctioned by the Cour, the directors of the Petitioner are authorized and empowered not to proceed with the Arangement at any time prior to the issue of a Certificate of Amendment to be issued by the Enterprise Registrar, without the fuher approval of the GL&V Shareholders, but only if the Support Agreement is terminated in accordance with its terms;

As to appearances and contestation of the Final Order

DM_MTU2722 I 5-00001/1428957.9 Fasken Martineau DuMoulin LLP - 20-

(30) ORDER that any GL&V Shareholder or other person wishing to appear on the Appli- cation for Final Order shall:

a) fie an appearance into the Cour record and serve same on Petitioner's counsel of record on or before July 23, 2007; and,

b) if such appearance is with the view to contesting the Application for Final Order, serve on Petitioner's counsel of record and fie in the Cour record, on or before July 25,2007, a wrtten contestation supported as to the facts by afdavit(s), and exhibit(s) if any, without which such contestation the appearng person shall not be permitted to contest the Application for Final Order;

As to presentation of the Final Order

(31) ORDER that, upon the approval by GL&V Shaeholders of the Argement Resolution in the maner set forth in the Interi Order, Petitioner may apply to this Honourable Cour for a Final Order as set out below;

(32) ORDER that the Application for Final Order be presented on July 30, 2007 before the Superior Cour of Québec, in and for the distrct of Montreal, at the Montreal Courouse, located at 1 Notre-Dame Street, Montreal, Québec, Room 16.12 at 9:00 p.m. or so soon thereafter as Counsel may be heard;

(33) ORDER the Master of the Rolls of the Superior Cour to include the Application for Final Order on the Roll of the Superior Cour of Québec in Room 16.12 of the Montreal Courhouse for July 30, 2007;

As to variance

(34) ORDER that Petitioner be entitled, at any time, to seek leave to vary the Interi Order; (35) DECLAR that the Interim Order shall be executory notwthstading appeal; B. ON THE APPLICATION FOR FINAL ORDER

(36) GRAT the present Application for Fina Order;

(37) DECLARE that the servce of the present Application is valid and sufficient as having been made in accordance with the Interim Order of ths Honourable Cour and amounts to good and suffcient service on all the Mis en Cause, including all of the GL& V Shareholders;

(38) DECLARE that the Arangement, as more fily described in the Arangement By-Law, is hereby approved and sanctioned by this Cour pursuat to section 49 and 123.109 of the Act;

DM_MTU272215-0000 1/1428957.9 Fasken Martineau DuMoulin LLP - 21 -

(39) DECLAR that the Arangement shall be implemented in accordace with its terms upon receipt of the Certificate of Amendment pursuant to section 123.109 of the Act giving effect to the Arangement (the "Effective Date");

(40) DECLAR that the Arangement Consideration, as defined in the Arangement By-Law, and that the terms and conditions of the issuance of the New GL V Shares, as submitted to and voted on by the Shareholders, duly adopted in accordance with the directions given by this Cour on the Interi Order and approved by the statutory majority of the GL&V Shareholders at the Meeting, are approved as being fai to all GL&V Shareholders that will receive the Arangement Consideration pursuat to the Arangement;

(4 i) GRAT ACT that the judgment of this Honorable Cour shall serve as the basis of a claim by GL&V and New GLV, to an exemption, for the distrbution of the shares of New GL V pursuant to the Arangement, from the registration requirements of the United States Securites Act of 1933 pursuat to Section 3(a)(lO) thereof;

(42) ORDER that GL&V shall be entitled at any time to seek leave to var the Final Order, to seek advice and direction of ths Honourable Cour as to the implementation of the Arangement or the Final Order, or to apply for such futue orders as may be appropriate;

(43) DECLAR that the Final Order shall be executory notwthstading appeal; (44) THE WHOLE without costs save in case of contestation, and if contested, with costs agaist all contesting paries solidanly, including costs of expertses.

Montreal, June 21, 2007 Montreal, June 21, 2007 · Iw~tØ~t-'t LuftM. ì))..æ1b owling La eur enderson LLP Fasken Martneau DuMoulin LLP Attorneys for Petitioner Attorneys for the Special Committee of the Board

of Directors of Petitioner

DM_MTU27221 5-0000111428957.9 Fasken Martineau DuMoulin LLP - 22-

AFFIDA VIT I, the undersigned, Marc Barbeau, Vice-President and Chief Financial Offcer, having my professional address at 2001 McGil College, Suite 2100, 21 st Floor, in the city and district of Montreal, Province of Quebec, H3A IGl, do solemny declare:

1. I am the Vice-President and Chief Financial Offcer of Groupe Laperrère & Verreault inc. ("GL&V"), and I have held a management position therewith since Januar 2002. As such, I have personal knowledge of the facts to which I solemny declare and to the extent that I do not have such personal knowledge, I verily believe the information to which I solemny declare; 2. GL&V is not insolvent in that:

a) it is able to pay its liabilties when due;

b) the book value of its assets is and will not be, followig the implementation of

By-Law 2007-1, less than the sum of its liabilties and its issued and paid-up share capital account;

3. I have read the Application for Interi and Final Orders Respecting an Arangement involving Groupe Laperrère & Verreault inc. and all the facts alleged therein are tre;

AN I HAVE SIGNED: ~ C BAREAU./ -

DM_MTU272215-00001l1428957.9 Fasken Martineau DuMoulin LLP - 23-

NOTICE OF PRESENTATION FOR THE INTERIM ORDER TAK NOTICE that the present Application for Interim and Final Orders Respecting an Arrangement Involving Groupe Laperrière & Verreault inc., on the interim order contained therein, will be presented for adjudication before one of the Honourable Judges of the Superior Cour, sittng in and for the Distrct of Montreal, on June 22, 2007, at 9:00 a.m., or so soon thereafter as counsel may be heard, in Room 16.12 of the Montreal Courthouse, located at 1, Notre-Dame Street East.

DO GOVERN YOURSELVES ACCORDINGLY.

Montreal, June 21, 2007 Montreal, June 21, 2007 ~~ uf ~L~ '~ll'MeCL ()lJhø()l-~ Gowling afleur Henderson LLP Fasken Martneau DuMoulin LLP Attorneys for Petitioner Attorneys for the Special Commttee of the Board of Directors of Petitioner

DM_MTL/272215-0000 111428957.9 Fasken Martineau DuMoulin LLP - 24-

NOTICE OF PRESENTATION FOR FINAL ORDER

TAKE NOTICE that Groupe Laperrère & Verreault inc. has fied an Application for Interim and Final Orders Respecting an Arrangement Involving Groupe Laperrière & Verreault inc (the "Application") before the Superior Court of Quebec, district of Montreal.

That the Application for an Interim Order was presented and an Interim Order was issued by the Superior Court of Quebec on June 22, 2007 (the "Interim Order");

The Application will be presented, for adjudication on the final order contained therein (the "Final Order") will be presented to the Superior Court of the judicial district of Montreal in room 16.12 of the Montreal Courthouse, located at 1, Notre-Dame Street East, in Montreal (Québec) on July 30, 2007, at 9:00 a.m. or as soon thereafter as Counsel may be heard. Pursuant to the Interim Order issued by the Superior Cour of Quebec, if you wish to make representations before the Cour, you will be required to appear by filing an Appearance form at the offce of the Clerk of the Superior Cour of the distrct of Montreal on or before July 25, 2007, and to serve a copy of the said Appearance form within the same time limit on Counsel, at the following addresses:

FASKEN MARTINEAU DUMOULIN, LLP c/o Me Stéphanie Lapierre Stock Exchange Tower, Suite 3400, P.O. Box 242 800 Place Victoria, Montréal (Québec) H4Z lE9

GOWLING LAFLEUR HENDERSON, LLP c/o Me Pierre Legault 1, Place Vile-Marie, 37th Floor Montreal, Quebec, H3B 3P4

If you wish to contest the issuance by the Court of the Final Order, you wil be required, pursuant to the Interim Order, to prepare a written contestation containing the reasons why the Cour should not issue the Final Order. This written contestation must be supported as to the facts by affdavit(s), and exhibit(s) if any, and must be fied with the offce of the Clerk of the Superior Cour of the district of Montreal on or before July 27, 2007, and served within the same time limit on Petitioner's Counsel, at the above-mentioned address.

TAKE FURTHER NOTICE that, if you do not fie a written contestation and/or an appearance within the above-mentioned time limits, you may not be entitled to contest the Application for Final Order or make representations before the Court, and Petitioner could be granted a judgment without further notice or extension.

If you wish to make representations or contest the issuance by the Court of the Final Order, it is important that you take action within the time limits indicated, either by retaining the services of

DM_MTU272215-0000 111428957.9 Fasken Martineau DuMoulin LLP - 25 - an attorney who will represent you and act in your name, or by doing so yourself in accordance with the formalities of the law.

PLEASE ACT ACCORDINGLY.

Montreal, June 21, 2007 Montreal, June 21, 2007 0:c/P-tL~ ~C4~/r'n,~ è"j.l""Ä Gowling L eu Henderson LLP Fasken Martineau DuMoulin L P Attorneys for Petitioner Attorneys for the Special Commttee of the Board

of Directors of Petitioner

DM _ MTLf272215-00001l1 428957.9

Fasken Martineau DuMoulin LLP CANADA (Commercial Division) PROVINCE OF QUÉBEC SUPERIOR COURT DISTRICT OF MONTREAL

No: 500-11- IN THE MATTER OF THE ARGEMENT OF GROUPE LAPERRÈRE & VERRAULT INC. PURSUANT TO s. 49 OF THE COMPANIES. ACT (QUEBEC) (R.S.Q., c-C-38)

GROUPE LAPERRÈRE & VERRAULT INC., Petitioner and THE SHAHOLDERS OF GROUPE LAPERRÈRE & VERRAUL T INC. and FLSMIDTH & CO. AfS, and 4417861 CANADA INC. Mis-en-cause LIST OF EXHITS

EXHBIT R-1 : Copy of the Information Circular;

EXHBIT R-2 : Copy of two forms of Proxy;

EXHBIT R-3 : Copy of a letter of transmittl;

EXHBIT R-4 : Aricles of Amalgamation dated April 1, 1986 as amended by the Aricles of Amendment dated June 11, 1986, June 18, 1986, August 10, 1992 and November 12, 1993;

EXHIBIT R-S : Interi Report for the thee month and nine month period ended December 31,2006 and Press Release dated June 7, 2007;

EXHIBIT R-6 : Copy of the relevant sections of the United States Securites Act. ~tr Jun 21, 2007 f ' (0 t.f:J:JJ,u. ~ P ~ ,) r¿.JÍ, asken Martineau DuMoulin LLP Attorneys for the Special Committee of the Board

of Directors of Petitioner

DM_MTU272215-0000111428957.9 Fasken Martineau DuMoulin LLP SUPERIOR COURT

CANADA PROVINCE OF QUEBEC DISTRICT OF MONTREAL

No.: 500-11-030839-076

DATE: JUNE 22, 2007

IN THE PRESENCE OF: THE HONOURABLE JUSTICE CLÉMENT GASCON, J.S.C.

IN THE MATTER OF THE ARRANGEMENT OF GROUPE LAPERRIÈRE & VERREAULT INC. PURSUANT TO s. 49 AND s. 123.107 OF THE COMPANIES ACT (QUEBEC) (R.S.Q., c-C-38)

GROUPE LAPERRIÈRE & VERREAUL T INC.

Petitioner and

THE SHAREHOLDERS OF GROUPE LAPERRIÈRE & VERREAUL T INC. and

FLSMIDTH & CO. A/S

and

4417861 CANADA INC. Mis en cause

REASONS FOR JUDGMENT ON AN INTERIM ORDER

(1) The Court is seized of Petitioner's Application for Interim and Final Orders Respecting an Arrangement under Sections 49 and 123.107 of the Quebec Companies Act (the Act). JG1793 NO : 500-11-030839-076 PAGE: 2

(2) At this stage, the Court is only concerned with the Interim Orders' side of the Application. At this interim stage, the purpose of the Application is to obtain an order for the calling of a meeting of Petitioner's shareholders to approve the contemplated Arrangement, as well as other orders pertaining to procedural matters in relation thereto.

(3) As appears from paragraph 36 of the Application, this Arrangement (included as Appendix B to the Circular filed as Exhibit R-1) provides notably for the following (the names and expressions with capital letters are defined in the core of the Application):

a) Notwithstanding Section 1.3 of the Articles of Amalgamation dated April 1, 1986 as amended by the Articles of Amendment dated June 16, 1986, June 18, 1986, August 10, 1992 and November 12, 1993 (the "Articles"), GL&V shall be authorized to and shall distribute the New GLV Shares it holds such that the holders of GL&V Multiple Voting Shares shall receive one New GLV Multiple Voting Share for each outstanding GL&V Multiple Voting Share held, and the holders of GL&V Subordinate Voting Shares shall receive one New GL V Subordinate Voting Share for each outstanding GL&V Subordinate Voting Share held. A copy of the Articles is filed in support hereof as Exhibit R-4; b) The distribution of the New GLV Shares referred to in paragraph a) shall be effected through a reduction of the paid-up capital of the GL&V Shares, the payment of a dividend, or a combination of both. The amount of such reduction of the paid-up capital, if any, and of the dividend shall be determined, subject to the terms of the Support Agreement, by resolution of the Board of directors; c) The Articles shall be amended as set forth in the Arrangement By-Law to permit the exchange of the GL&V Shares as described in paragraph d) below; d) All GL&V Shares issued and outstanding shall be exchanged for a cash conside"ration of $33 per GL&V Share in accordance with the terms and conditions of the Put-Call Agreement annexed as Appendix "G" to the Circular, the signature of which by the Petitioner, as mandatary for and on behalf and in the name of all GL&V Shareholders, shall be ratified and confirmed by the GL&V Shareholders pursuant to the Arrangement By- Law. Such cash consideration of $33 per GL&V Share shall be reduced by the aggregate amount per GL&V Share of any dividend or other distribution or payment (whether in cash, shares or property) declared, set aside or paid by Petitioner during the period from April 19, 2007 to 00:02 a.m. on the day following the Effective Date (the "Purchase Time"), other than as contemplated in the Arrangement; e) Each Option granted and outstanding on the Effective Date shall be cancelled; in consideration for such cancellation, the holder of such NO : 500-11-030839-076 PAGE: 3

cancelled Option shall receive from Petitioner, (i) a cash amount equal to the difference between the Purchase Price per Share, as defined in the Arrangement By-Law, and the exercise price of such Option, and (ii) one New GL V Subordinate Voting Share;

f) The Stock Option Plans shall be cancelled;

(4) At the stage of this Interim Order, it is the Court's view that Petitioner fulfils the statutory requirements of the Act, and is thus entitled to the interim conclusions sought. It is sufficient to note the following in this respect:

a) the relevant case law confirms that Petitioner can present in a summary way and ex parte its application for this Interim Order (see, by analogy, Re Molson Inc., J.E. 2005-241, par. 51 to 54 (C.S.); Re Cinar Corporation, B.E. 2004BE-188, par 26 to 29 (C.S.); and Re First Marathon Inc., (1999) O.J. N° 2805, par. 8 and 9 (Ont. S.C.) rendered in the context of arrangements conducted under the corresponding provisions of the CBCA). The purpose here is simply to set the wheels in motion for the approval process relating to the Arrangement and to establish the necessary parameters to that end. The shareholders are therefore not prejudiced and wil have ample opportunity, if need be, to apply to the Court for relief prior or after the contemplated meeting. More particularly, the Court is satisfied that any issue raised by or pertaining to dissenting Shareholders, as the case may be, will be dealt with, if necessary, at the Final Order stage, upon the assessment of the overall fairness of the Arrangement towards those Shareholders whose rights are affected; b) the Arrangement constitutes an arrangement under Section 49 of the Act, as it affects the rights of the Petitioner's shareholders in the manner described at paragraph 39 of the Application, namely as follows (again the names and expressions with capital letters are defined in the core of the Application) :

i) the distribution of the New GLV Shares to the GL&V Shareholders is to be made otherwise than rateably between them, as required by section 1.3 of the Articles: holders of the GL&V Multiple Voting Shares are to receive only New GL V Multiple Voting Shares and holders of the GL&V Subordinate Voting Shares are to receive only New GL V Subordinate Voting Shares; NO :500-11-030839-076 PAGE: 4

ii) the distribution of the New GL V Shares shall be implemented through an uneven reduction of the paid-up capital as the paid-up capital for the GL&V Subordinate Voting Shares amounts to $2.57 while the paid-up capital for tax purposes on the GL&V Multiple Voting Shares amounts to only $0.78. Consequently, the portion of the distribution of the New GL V Shares to be implemented as a dividend will also be made onan uneven basis;

iii) the rights of the GL&V Shareholders under the Articles are to be affected by the addition of a privilege making all GL&V Subordinate Voting Shares and GL&V Multiple Voting Shares subject to the Put-Call Agreement, leading to their immediate exchange for a cash consideration of $33 per GL&V Share;

c) Petitioner is not insolvent pursuant to Sections 123.63 and 123.70 of the Act. This appears from the allegations of paragraph 38 of the Application and from the Affidavit of Mr. Barbeau, filed in support of the Application;

d) the Court is satisfied that the Arrangement is put forward in good faith. It is not necessary for the Court at the present time to discuss whether the Arrangement is fair or reasonable, as this determination will be more properly dealt with at the stage of the Final Order. Suffice to say in this respect that the Application already refers to the relevant allegations and supporting documentatìon to that end at paragraphs 40 to 46 of the Application and in the Fairness Opinion referred to therein.

(5) Finally, as to the conclusions sought in the Interim Order, the Court is satisfied with their wording.

FOR THESE REASONS, THE COURT:

(6) DISPENSES Petitioner from describing at length the names of its shareholders (the "GL&V Shareholders") in the description of the impleaded parties; (7) ORDERS that all GL&V Shareholders and any transferees of such securities in Petitioner be deemed parties, as Mis en cause, to the present proceedings and be bound by the terms of any order to be rendered herein; (8) DECLARES that the present Application has been validly presented in the District of Montreal;

(9) DISPENSES the Petitioner from giving notice of the Application for Interim Order;

(10) GRANTS the present Application for Interim Order; NO : 500-11-030839-076 PAGE: 5

As to the Meeting

(11) ORDERS Petitioner to call, hold and conduct a Special General Meeting of the GL&V Shareholders (the "Meeting") on July 27, 2007, at 10:30 local time or at such other time as determined by Petitioner, at the Omni Mont-Royal, located at 1050 Sherbrooke Street West, Montréal, Québec, or such other location" as may be determined by GL&V to, among other things consider and, if deemed advisable, pass, with or without variation, a resolution confirming By-Law No.2007-1, Appendix "B" to the Circular (the ("Arrangement By-Law") relating to an arrangement under sections 49 and 123.107 of the Companies Act (Quebec) (the "Act") involving GL&V and the GL&V Shareholders (the "Arrangement") substantially in the same form as set forth in Appendix "A" to the draft Information Circular (the "Circular"), Exhibit R-1 (the "Arrangement Resolution");

(12) ORDERS that the Meeting be called, held and conducted in accordance with the Notice of Special General Meeting of Shareholders (the "Notice of Meeting"), included in the Circular, the Act, the Articles and By-laws of Petitioner, the terms of the Interim Order and any further order of this Court, and the rulings and directions of the Chair of the Meeting (the "Chair");

As to the form of proxy and the solicitation of proxies

(13) AUTHORIZES Petitioner to use the forms of proxy in substantially the same form as the draft forms of proxy, Exhibit R-2 (the "Forms of Proxy"), subject to Petitioner's ability to insert dates and other relevant information in the final Forms of Proxy;

(14) AUTHORIZES Petitioner, at its expense, to solicit proxies, directly and through its officers, directors and employees, and through such agents and representatives as it may retain for the purpose, and by mail or such other forms of personal or electronic communication as it may determine;

(15) ORDERS that the procedure for the use of proxies at the Meeting shall be as set out in the Circular provided that Petitioner may in its discretion waive the time limits for the deposit of proxies by GL&V Shareholders;

As to the documents required to be sent to persons entitled to receive the Notice of Meeting

(16) ORDERS that a copy of the Application, a Notice of Presentation for the Final Order substantially in the same form as that included as Appendix "D" to the Circular (the "Notice of Presentation for the Final Order") and a copy of the present Order

(the "Interim Order") be included in the Circular as Appendix "D", to be distributed in the manner hereinafter described to the persons entitled to receive the Notice of Meeting (collectively the "Application Material"); NO : 500-11-030839-076 PAGE: 6 (17) ORDERS that the Notice of Meeting be given, and service of the present Application on the GL&V Shareholders be made by mailng or delivering, in the manner hereinafter described and to the persons hereinafter specified, a copy of a French or English version, according to the election, if any, made by the intended recipient, of the following documents (collectively, the "Meeting Material"):

a) the Circular, together with its appendices, all in substantially the same form as Exhibit R-1; b) a letter to GL&V Shareholders from the Chairman of the Board and Chief Executive Officer of Petitioner, substantially in the same form as that included in the Circular; c) the Notice of Special General Meeting of GL&V Shareholders, substantially in the same form as that included in the Circular; d) the Forms of Proxy, substantially in the same form as Exhibit R-2;

e) a Letter of Transmittal, in substantially the same form as Exhibit R-3;

f) the Notice of Presentation for the Final Order, substantially in the same form as Appendix "D" of the Circular;

with such amendments thereto Petitioner may advise are necessary or desirable, provided that such amendments are not inconsistent with the terms of the Interim Order (the "Meeting Material" and the "Application Material" being collectively referred to as the "Meeting and Application Material");

As to the record date for notice and voting

(18) DECLARES that the record date for the determination of GL&V Shareholders entitled to receive the Meeting and Application Material and to vote on the Arrangement Resolution (subject to paragraph 25 hereof) be June 6, 2007 (the "Record Date");

As to persons entitled to notice of the Meeting (19) DECLARES that the only persons entitled to receive the Notice of Meeting shall be the registered GL&V Shareholders as they may appear on the records of Petitioner, as maintained by its transfer agent, as at the close of business on the Record Date, non-registered GL&V Shareholders pursuant to and in conformity with National Instrument 54-101 Respecting Communications with Beneficial Owners of Securities of a Reporting Issuer and, in Québec, with Regulation 54-101 Respecting Communications with Beneficial Owners of Securities of a Reporting Issuer (collectively "NI 54-101 "), the directors and the auditors of Petitioner;

As to Notice of Meeting and service of the Application

(20) ORDERS that the Meeting and Application Material shall be distributed: NO : 500-11-030839-076 PAGE: 7

a) in the case of registered GL&V Shareholders, by mailng same by prepaid first class mail or by delivering same in person or by recognised courier service to each and all registered GL&V Shareholders as they may appear on the records of Petitioner as at the close of business on the Record Date, at his or her address as it may appear on the records of Petitioner as at that time, the whole before the close of business on July 3, 2007; and b) in the case of non-registered GL&V Shareholders, by delivering multiple copies of same to intermediaries and registered nominees as they are defined in NI 54-101 to faciltate distribution to non-registered GL&V Shareholders as set out in NI 54-101, the whole before the close of business on July 3, 2007;

(21) DECLARES that such mailing or delivery, as provided herein, constitutes good and sufficient service of the present Application, and good and sufficient notice of presentation of Petitioner's Application with respect to the Final Order as set out below (the "Application for Final Order") on all GL&V Shareholders, whether those persons reside within Québec or within another jurisdiction;

(22) DECLARES that an affidavit signed by the person responsible for the sending of the Meeting and Application Material shall constitute conclusive proof of service of the Meeting and Application Material on the addressees;

(23) ORDERS that any accidental omission to give notice of the Meeting to, or the non-receipt of such notice by one or more of the persons specified in the Interim Order shall not invalidate any resolution passed at the Meeting or the proceedings herein, and shall not constitute a breach of the Interim Order;

(24) ORDERS that a copy of the Meeting and Application Material distributed to GL&V Shareholders pursuant to the Interim Order shall be filed in the Court record following distribution thereof;

As to deemed receipt of Meeting and Application Material and deemed service

of the Court Material

(25) DECLARES that the Meeting and Application Material shall be deemed, for the purposes of the present proceedings, to have been received by persons entitled to receive the Notice of Meeting, and to have been served on all Mis en cause:

a) in the case of distribution by prepaid first class mail, three business days after delivery thereof to the post office; b) in the case of delivery in person, upon receipt thereof at the intended recipient's address; and NO : 500-11-030839-076 PAGE: 8

c) in the case of delivery by courier, one business day after receipt by the courier;

As to the Meeting and the vote on the Arrangement Resolution

(26) DECLARES that the only persons entitled to attend the Meeting shall be:

a) the registered GL&V Shareholders as they may appear on the records of Petitioner as at the close of business on the Record Date, subject to the provisions of the Interim Order and subject to the provisions of the Act and applicable securities legislation, regulation and policy statements; b) GL&V Shareholders who acquired GL&V Shares after the Record Date, provided such holders establish that they are GL&V Shareholders and request that GL&V, at least 48 hours before the Meeting, register such holders on the list of GL&V Shareholders entitled to vote; c) holders of GL&V Shares issued from treasury after the Record Date;

d) the officers, directors, auditors and advisors of Petitioner; e) duly appointed proxy holders; f) representatives of FLSmidth & Co. A1S ("FLS") and 4417861 Canada Inc. (the "Purchaset'); and g) other persons with the permission of the Chair;

(27) DECLARES that the only persons entitled to vote on the Arrangement Resolution at the Meeting, either in person or by proxy, shall be:

a) the registered GL&V Shareholders as they may appear on the records of Petitioner as at the close of business on the Record Date, subject to the provisions of the Interim Order and subject to the provisions of the Act and applicable securities legislation, regulation and policy statements; b) GL&V Shareholders who acquired GL&V Shares after the Record Date, provided such holders establish that they are GL&V Shareholders and request that GL&V, at least 48 hours before the Meeting, register such holder on the list of GL& V Shareholders entitled to vote; c) holders of GL&V Shares issued from treasury after the Record Date;

(28) ORDERS that the Meeting be conducted at the time and location specified in the Notice of Meeting, included in the Circular, and that Petitioner, if it deems it advisable, be specifically authorized to adjourn or postpone the Meeting on one or more occasions, without the necessity of first convening the Meeting or first obtaining any vote of GL&V Shareholders respecting the adjournment or postponement, subject to the terms of the Support Agreement; NO : 500-11-030839-076 PAGE: 9

(29) DECLARES that the vote required to pass the Arrangement Resolution, with or without variation, shall be the affirmative vote of at least 75% of the votes cast on the Arrangement Resolution by the GL&V Subordinate Voting Shareholders and of the votes cast on the Arrangement Resolution by the GL&V Multiple Voting Shareholders, each voting separately as a class, present in person or represented by proxy at the Meeting;

(30) DECLARES that for the purpose of the vote on the Arrangement Resolution, any spoiled votes, ilegible votes, defective votes and abstentions, as determined by the Chair, shall be deemed not to be votes cast by GL&V Shareholders;

As to the Arrangement

(31) ORDERS that the Petitioner may, subject to and in compliance with the Support Agreement, included as Appendix "E" to the Circular (the "Support Agreement") and the terms of the Arrangement By-Law, amend, modify and/or supplement the Arrangement By-Law at any time and from time to time provided that any such amendment, modification or supplement must be contained in a written document which is filed with the Court and communicated to such persons as the Court may direct and, if made following the Meeting, in a written document approved by the Court and communicated to GL&V Shareholders in the manner, if any, required by the Court;

(32) ORDERS that any amendment, modification or supplement to the Arrangement By-Law may be proposed by the Petitioner at any time prior to or at the Meeting with or without any prior notice or communication and if so proposed and accepted by the GL&V Shareholders at the Meeting, shall become part of the Arrangement By-Law for all purposes;

(33) ORDERS that any vote cast in favour of the Arrangement Resolution with respect to the Arrangement By-Law as submitted at the Meeting shall be a vote in favour of the Arrangement Resolution with respect to the Arrangement By-Law as so amended, modified or supplemented, and any proxy allowing the holder to vote in favour of the Arrangement Resolution shall entitle the holder to vote in favour of the Arrangement Resolution with respect to the Arrangement By-Law as so amended, modified or supplemented;

(34) ORDERS that notwithstanding that the Arrangement By-Law has been confirmed by GL&V Shareholders or that the Arrangement has been sanctioned by the Court, the directors of the Petitioner are authorized and empowered not to proceed with the Arrangement at any time prior to the issue of a Certificate of Amendment to be issued by the Enterprise Registrar, without the further approval of the GL&V Shareholders, but only if the Support Agreement is terminated in accordance with its terms; NO : 500-11-030839-076 PAGE: 10

As to appearances and contestation of the Final Order

(35) ORDERS that any GL&V Shareholder or other person wishing to appear on the Application for Final Order shall:

a) file an appearance into the Court record and serve same on Petitioner's counsel of record on or before July 25, 2007; and, b) if such appearance is with the view to contesting the Application for Final Order, serve on Petitioner's counsel of record and file in the Court record, on or before July 27,2007, a written contestation supported as to the facts by affidavit(s), and exhibit(s) if any, without which such contestation the appearing person shall not be permitted to contest the Application for Final Order;

As to presentation of the Final Order

(36) ORDERS that, upon the approval by GL&V Shareholders of the Arrangement Resolution in the manner set forth in the Interim Order, Petitioner may apply to this Court for a Final Order; (37) ORDERS that the Application for Final Order be presented on July 30, 2007 before the Superior Court of Québec, in and for the district of Montreal, at the Montreal Courthouse, located at 1 Notre-Dame Street, Montreal, Québec, Room 16.12 at 9:15 p.m. or so soon thereafter as Counsel may be heard;

(38) ORDERS the Master of the Rolls of the Superior Court to include the Application for Final Order on the Roll of the Superior Court of Québec in Room 16.12 of the Montreal Courthouse for July 30, 2007;

As to variance

(39) ORDERS that Petitioner be entitled, at any time, to seek leave to vary the Interim Order;

(40) DECLARES that the Interim Order shall be executory notwithstanding appeal;

(41) THE WHOLE without costs. ~ ." CLE"~ ENT . GASCON, -: J.S.C. ... S', c; NO : 500-11-030839-076 PAGE: 11

Me Stéphanie Lapierre Fasken, Martineau Attorneys for the Special Committee of the Board of Directors of Petitioner

Me Pierre Legault Gowling, Lafleur, Henderson Attorneys for Petitioner

Me Matthew Liben Stikeman, Elliott Attorneys for Mis en cause FLSmidth & Co. A/S and 4417861 Canada Inc.

Date of hearing: June 22,2007

APPENDIX "E" – SUPPORT AGREEMENT

E-1

APPENDIX "F" – NEW GLV STOCK OPTION PLAN

F-1

STOCK OPTION PLAN

1. Purpose

The purpose of the GLV Inc. (“GLV” or the “Corporation”) Stock Option Plan is to provide directors, officers or key employees of GLV and its subsidiaries (an “Eligible Person”) with a share-related arrangement to attract, retain and motivate Eligible Persons (as hereinafter defined) whose skills, performance and loyalty are necessary to the success, image, reputation or activities of GLV, particularly by aligning their interests with the interests of the shareholders.

2. Definitions

For the purposes of this Plan:

2.1 "Board" means the Board of Directors of the Corporation;

2.2 "Change of Control" has the meaning ascribed thereto at section 7.3(c);

2.3 "Committee" means the Corporate Governance and Human Resources Committee of the Board designated to administer the Plan. All references in the Plan to the Committee shall be read as references to the Board at any such times no such Committee exists;

2.4 "Corporation" means GLV Inc. or its successor;

2.5 "Date of Grant" has the meaning ascribed thereto at section 5.1;

2.6 "Eligible Person" means a director or full time officer or key employee of the Corporation or a subsidiary of the Corporation;

2.7 "Exercise Period" means the period from the Vesting Date to the Expiry Date, both inclusive, during which a particular Stock Option may be exercised;

2.8 "Exercise Price" means the price per share at which a Participant may purchase Shares;

2.9 "Expiry Date" means the date determined in accordance with sections 5.1 and 5.2 as of which a particular Stock Option can no longer be exercised;

2.10 "Participant" means an Eligible Person or a person who has Retired or a person under an authorized leave of absence who holds one or more Stock Options or, where applicable, the legal representative of such person;

2.11 "Plan" means this Stock Option Plan;

2.12 "Reserved for Issuance" means Shares which may be issued upon the exercise of Stock Options (Shares are considered "Reserved for Issuance" as soon as the Stock Options are granted, regardless of when they can be exercised);

2.13 "Retirement" means the retirement from active employment with the Corporation or a subsidiary of the Corporation in accordance with the Corporation’s policies in place from time to time relating to mandatory or early retirement of employees and "Retired" has the corresponding meaning;

2.14 "Shares" means the Class A Subordinate Voting Shares of the Corporation;

2.15 "Stock Option" means an option to purchase Shares from treasury granted hereunder to an Eligible Person;

F-2

2.16 "Vesting Date" means the date or dates determined in accordance with section 5.1 on and after which Stock Options may be exercised in whole or in part.

3. Shares Reserved for Issuance

The total number of Shares Reserved for Issuance under the Plan is 2,538,888 Shares. The number of Shares Reserved for Issuance under the Plan and any other share compensation arrangement (within the meaning of the rules of the Toronto Stock Exchange) of the Corporation shall not exceed 10% of the number of Shares then issued and outstanding.

The granting of Options to insiders of New GLV under New GLV stock option plan or under any other security based compensation arrangements of New GLV, must, at no time, result in:

(a) the number of securities issuable to insiders of New GLV, at any time, under all security based compensation arrangements of New GLV, exceeding 10 % of issued and outstanding securities; and

(b) the number of securities issued to insiders of New GLV within any one year period under the security based compensation arrangement of New GLV, exceeding 10 % of issued and outstanding securities.

For the purposes of paragraphs (a) and (b), the New GLV Shares issued to a holder before such holder becomes any insiders may be excluded from the calculation of the number of New GLV Shares issuable to insiders.

The number of Shares Reserved for Issuance under the Plan may be increased from time to time as permitted by applicable law or regulation and by the Plan.

Stock Options shall not be granted under the Plan for a number of Shares in excess of the maximum number of Shares Reserved for Issuance provided that, if any Stock Option expires or otherwise terminates for any reason without having been exercised in full, the number of Shares in respect of which the Stock Option expired or terminated shall again be available for issuance under the Plan.

4. Granting of Stock Options

All Eligible Persons shall be eligible to participate in the Plan, but eligibility to participate does not confer any right to be granted Stock Options pursuant to the Plan. The extent to which any Eligible Person shall be entitled to be granted Stock Options pursuant to the Plan shall be determined in the sole and absolute discretion of the Board, upon recommendation of the Committee.

The Board may, in its discretion, from time to time grant Stock Options to Eligible Persons to purchase a specific number of Shares at a determined Exercise Price.

Following the approval by the Board of the granting of Stock Options to an Eligible Person, the Secretary of the Corporation shall forward to the Eligible Person a notice of grant, a copy of the Plan (upon the initial grant of Stock Options) and any other relevant documentation required by law.

5. Terms and Conditions of Stock Options

5.1 Expiry and Vesting.

Subject to section 5.2:

(a) the Expiry Date of a Stock Option shall be the date so fixed by the Board at the time the particular Stock Option is granted and set forth in the notice of grant, provided that such

F-3

date shall not be later than the tenth (10th) anniversary of the date on which the Stock Option was granted by the Board (the "Date of Grant"); and

(b) the Vesting Date of a Stock Option shall be the date or dates so fixed by the Board at the time the particular Stock Option is granted.

Unless otherwise fixed by the Board pursuant to section 5.1(b) in respect of each grant of Stock Options hereunder, Stock Options shall vest and may be exercised in whole or in part at any time and from time to time as follows:

Period Total Number of Shares Vested in %

prior to first anniversary of Date of Grant Nil

on and after the first anniversary 20%

on and after the second anniversary 40%

on and after the third anniversary 60%

on and after the fourth anniversary 80%

on and after the fifth anniversary 100%

but provided that the performance targets, if any, established at the time of grant have been achieved with respect to each such period.

5.2 Termination of Stock Options. Any Stock Option or part thereof not exercised within the Exercise Period shall terminate and become null, void and of no effect as of 12:01 a.m. on the Expiry Date. Unless otherwise fixed by the Board in respect of each grant of Stock Options hereunder, the Expiry Date of a Stock Option shall be accelerated in the following circumstances:

(a) Death - The Expiry Date of a Stock Option held by a Participant immediately prior to his or her death shall be the earlier of the Expiry Date shown on the relevant notice of grant or the date which is twelve (12) months following his or her death.

(b) Resignation – The Expiry Date of a Stock Option held by a Participant at the time of his or her resignation from the Corporation or a subsidiary of the Corporation shall be earlier of the Expiry Date shown on the relevant notice of grant or the date which is thirty (30) days following the date on which the Participant gives notice of his or her resignation.

(c) Termination for Cause - The Expiry Date of a Stock Option held by a Participant terminated for cause shall be the date on which the Corporation or a subsidiary of the Corporation gives notice to the Participant of the termination of his or her employment.

(d) Retirement or Disability – The Expiry Date of a Stock Option held by a Participant at the time he Retires or is granted an authorized leave of absence because of a long-term illness or another reason shall be the earlier of the Expiry Date shown on the relevant notice of grant or the date which is twelve (12) months after the beginning of the Retirement or authorized leave of absence.

F-4

(e) Other Termination - Should a person cease to be an Eligible Person for any reason other than death, resignation, termination for cause, Retirement or authorized leave of absence, then the Expiry Date shall be the earlier of the Expiry Date shown on the relevant notice of grant or the date which is ninety (90) days following the date such person ceases to be an Eligible Person.

Upon the occurrence of an event described in section 5.2(a), the Vesting Date of any unexercised Stock Options shall be accelerated to the date of death. Stock Options (or any part thereof) which have not vested on the date of occurrence of an event described in sections 5.2(b), (c), (d) and (e) above shall expire on the date of occurrence of such event.

For greater certainty, the foregoing provisions of paragraph 5.2 with respect to death only apply to the death occurring prior to Retirement or an authorized leave of absence.

5.3 Deferral of Expiry Date. Notwithstanding the foregoing provisions, the Expiry Date of a Stock Option falling within a trading prohibition period as determined under the Policy Related to Insiders’ Trading of the Corporation’s Securities and Use of Privileged Information, as same may be amended from time to time by the Corporation, will be deferred for a period of seven (7) business days from the expiry of such trading prohibition period.

5.4 Exercise Price. The Exercise Price of a Stock Option shall be the amount determined by the Board and specified in the notice of grant. The Exercise Price of a Stock Option shall not be less than the weighted average price of the Shares traded on the Toronto Stock Exchange (or if the Shares are listed on more than one stock exchange, on the exchange on which the greatest volume of Shares has traded during the five days in question) during the five trading days immediately preceding the day on which the Stock Option was granted. If no Share was traded during such five trading days, the average bid and ask prices for the period will be used.

The above-mentioned weighted average price of the Shares is calculated as follows:

5.4.1 by adding the value of each transaction on the Shares during the five trading days immediately preceding the day on which the Stock Option was granted, which value is obtained by multiplying the number of Shares traded by their selling price; and

5.4.2 by dividing the result obtained in subsection 5.4.1 by the total number of Shares traded during the five trading days immediately preceding the day on which the Stock Option was granted.

5.5 Stock Options are not Assignable. The rights of a Participant with respect to Stock Options granted under the Plan may not be assigned nor transferred (whether directly or indirectly, including by hypothec or pledge) except by will or pursuant to the applicable laws of succession.

5.6 Adjustments. In the event of the conversion, exchange, reclassification, redesignation, restructuring, subdivision, reverse split, recapitalization or consolidation of the Shares into shares or securities of any other type or of any change in the number of Shares outstanding as a result of a stock dividend, stock split, recapitalization, merger, arrangement, consolidation of activities or of shares or exchange of shares or other similar change, the Board will make such equitable and proportionate adjustment as it deems appropriate to the maximum number and type of shares issuable under the Plan or underlying outstanding Stock Options and the Exercise Price of such shares. Such adjustment shall be final and binding for purposes of the Plan.

5.7 Employment Agreement. To the extent that a Participant is party to an employment agreement with the Corporation or a subsidiary of the Corporation which provides for the granting of stock options and sets forth the terms and conditions under which such stock options may be exercised, including the vesting dates and exercise periods in respect of such

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stock options, and to the extent that the terms and conditions of stock options granted to a Participant pursuant to such employment agreement vary from or are inconsistent with the terms and conditions of the Plan, such employment agreement shall govern and the inconsistency shall be interpreted in such a manner as to give effect to the employment agreement.

5.8 Rights as Shareholder. A Participant shall not have any rights as a shareholder of the Corporation until full payment for the Shares has been made to the Corporation, all conditions of exercise of a Stock Option have been complied with by the Participant and the Corporation has issued a share certificate or certificates representing the Shares issuable upon such exercise to the Participant.

6. Surrender of Options for Cash

6.1 Cashless Exercise. Subject to the discretionary approval of the Committee and subject to the terms and conditions set out in the notice of grant, the Stock Options granted may be surrendered to the Corporation in consideration for cash having an aggregate value equal to the excess of the market price of one Share, at the time of such surrender, over the exercise price, times the number of Shares subject to the Stock Option, or portion thereof, which is so surrendered, as the case may be. Stock Options which have been surrendered to the Corporation in consideration for cash shall again be available for issuance under the Plan.

6.2 Market Price. The market price of the Shares for the purpose hereof shall be the market price of the Shares on the business day immediately preceding the date on which the Corporation shall receive the notice of surrender of the Stock Option, or portion thereof, as the case may be.

7. Exercise of Stock Options

7.1 Exercise of Stock Options. A Participant may exercise a vested Stock Option in whole or in part at any time or from time to time during the Exercise Period by delivering to the Corporation a notice of exercise and a cheque payable to the Corporation in an amount equal to the aggregate Exercise Price of the Shares to be purchased pursuant to the exercise of the vested Stock Option.

7.2 Issue of Shares. As soon as practicable following the receipt of the notice of exercise, the Corporation shall issue from treasury to the Participant the number of Shares corresponding to the number of Stock Options exercised and shall cause to be delivered to the Participant a certificate for the Shares so purchased. If the Participant does not exercise all of the vested Stock Options which he or she is entitled to exercise, the Corporation shall return a written notice to the Participant concurrently with the delivery of the aforesaid share certificate stating the number of Shares which may be issued pursuant to the exercise of the remaining portion of the vested Stock Options.

7.3 Change of Control

(a) In the event of a change of control or in the event the Corporation proposes to amalgamate, merge or consolidate with or into any other company (other than with a wholly-owned subsidiary of the Corporation) or to liquidate, dissolve or wind-up, or in the event an offer to purchase the Shares of the Corporation or any part thereof shall be made to all holders of Shares of the Corporation, which would result in a change of control, the Committee may, without the need for the agreement of any Participant, accelerate the Vesting Dates of all Stock Options.

(b) All Stock Options shall then be exercisable for a period to be determined by the Committee following a change of control.

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(i) a formal bid for the Shares (other than by an affiliate of the Corporation) which results in the offeror holding forty percent (40%) or more of the combined voting power attaching to the Corporation's then outstanding securities;

(ii) an amalgamation, merger or consolidation of the Corporation with or into another company, other than with a wholly-owned subsidiary of the Corporation and other than an amalgamation, merger or consolidation which does not result in the shareholders of the Corporation holding sixty percent 60% or less of the voting rights attaching to the shares of the resulting entity;

(iii) a sale or other disposition of all or substantially all of the Corporation's assets except to an affiliate; or

(iv) a plan of arrangement which results in a third party holding forty percent (40%) or more of the combined voting power attaching to the Corporation’s then outstanding securities, a plan of liquidation or dissolution of the Corporation.

(d) The Committee shall promptly notify each Participant in writing of any acceleration of the Vesting Dates and/or of the Expiry Dates.

8. Administration

The Plan is administered by the Committee which has full authority to interpret its provisions and to prescribe such rules and make such determinations as it deems necessary or desirable to administer the Plan, the whole subject to the supervisory authority of the Board. The Committee may delegate to one or more third parties such administrative duties as it may see fit.

9. Amendments to the Plan

9.1 Amendments Requiring Shareholder Approval. Board, shareholder and requisite regulatory approvals shall be required for any of the following amendments to be made to the Plan:

(a) any amendment to the number of securities issuable under the Plan (subject to section 9.2(d) hereof), including an increase to a fixed maximum number of securities or a change from a fixed maximum number of securities to a fixed maximum percentage;

(b) any amendment which would permit any Stock Option granted under the Plan to be transferable or assignable other than by will or under succession laws (estate settlement);

(c) the addition of a deferred or restricted share unit or any other provision which results in Eligible Persons or Participants receiving securities while no cash consideration is received by the Corporation;

(d) any reduction in the Exercise Price of any underlying Shares after the Stock Option has been granted or any cancellation of a Stock Option and the substitution of the Stock Option by a new Stock Option having a reduced Exercise Price, subject to section 9.2(d) hereof;

(e) any extension to the term of a Stock Option beyond the original Expiry Date (subject to section 5.3 hereof);

(f) any amendment to the method of determining the Exercise Price of each Share covered by a Stock Option granted pursuant to the plan; and

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(g) the addition of any form of financial assistance and any amendment to a financial assistance provision which is more favourable to Eligible Persons or Participants.

9.2 Amendments Not Requiring Shareholder Approval. The Board may, subject to receipt of requisite regulatory approval, where required, and in its sole discretion, make all other amendments to the Plan that are not contemplated in section 9.1 above, including, without limitation, the following:

(a) amendments of a "housekeeping" or clerical nature as well as any amendment clarifying any provision of the Plan;

(b) a change to the vesting provisions of a Stock Option or of the Plan;

(c) a change to the termination provisions of a Stock Option or the Plan which does not entail an extension beyond the original Expiry Date;

(d) any change to the number of securities issuable under the Plan and any change to the number and/or the Exercise Price of the Shares covered by Stock Options that have not been exercised in the circumstances set forth at section 5.6;

(e) the discontinuance of the Plan.

9.3 Compliance with Requirements. Notwithstanding sections 9.1 and 9.2 of the Plan, the Corporation shall not contravene any requirements, norms, laws and regulations of the Toronto Stock Exchange or of any regulatory authorities.

9.4 Rights of Participants. Notwithstanding any provisions to the contrary, any amendment to or termination of the Plan shall in no way amend the conditions of Stock Options already granted under the Plan to the extent that such Stock Options have not then been exercised, unless the rights of the Participants have already expired or have already been fully exercised or unless the Participants affected by such change have given their consent to such change.

10. Optional Participation

Participation in the Plan is entirely optional and non-compulsory and should not be interpreted as conferring to a Participant any right or privilege whatsoever other than the rights and privileges expressly set forth in the Plan. More particularly, participation in the Plan does not constitute a condition of employment nor a commitment from the Corporation or a subsidiary of the Corporation to maintain the employment of a Participant.

The Plan does not provide any guaranty against any loss which may result from fluctuations in the market value of the Shares.

The Corporation assumes no responsibility for the tax implications for the Participants enrolled in the Plan and Participants are advised to consult with their own tax advisors.

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APPENDIX "G" – PUT-CALL AGREEMENT

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PUT-CALL AGREEMENT

– between –

FLSMIDTH & CO. A/S

- and -

4417861 CANADA INC.

- and -

GROUPE LAPERRIÈRE & VERREAULT INC.

<*>, 2007

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PUT-CALL AGREEMENT

THIS PUT-CALL AGREEMENT dated as of <*>, 2007

BETWEEN: FLSMIDTH & CO. A/S, a company incorporated under the laws of Denmark (“Parent”)

AND: 4417861 CANADA INC., a corporation incorporated under the federal laws of Canada (“Purchaser”)

AND: GROUPE LAPERRIÈRE & VERREAULT INC., a company incorporated under the laws of Québec, acting for itself and as mandatary for and on behalf and in the name of all Shareholders (the “Company”)

WHEREAS the Company and certain of its subsidiaries and New GLV (as defined herein) and certain of its subsidiaries have entered into a master carve-out agreement relating, inter alia, to the acquisition by New GLV and its subsidiaries of the Excluded Divisions (as defined in such master carve-out agreement) and that all transactions contemplated in such master carve-out agreement have been completed and have taken effect;

WHEREAS Parent, Purchaser, the Company and the Transfer Agent (as defined herein) entered into the Depositary Agreement (as defined herein);

WHEREAS Purchaser, on the date hereof, has delivered to the Transfer Agent funds in an amount at least equal to the aggregate of the Purchase Price (as defined herein) multiplied by the total number of Shares (as defined herein) to be outstanding on the Purchase Date (as defined herein);

WHEREAS the Company, upon receipt from the Transfer Agent of a confirmation that it has received from Parent the above-mentioned amount, will file the Articles of Amendment (as defined herein);

NOW, THEREFORE, the Parties covenant as follows:

ARTICLE 1 INTERPRETATION

1.1 In this Agreement, unless the context otherwise requires:

“Agreement” means this Put-Call Agreement as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms hereof;

“Arrangement” means the arrangement under Sections 49 and 123.107 and following of the QCA on the terms and subject to the conditions set out in the Arrangement By-Law, subject to any amendments or variations thereto made in accordance with the terms of the Arrangement By-Law and the terms of the Support Agreement or made at the direction of the Court in the Final Order;

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“Arrangement By-Law” means By-Law No. 2007-1 of the Company relating to the Arrangement and any amendments or variations thereto made in accordance with the terms thereof and the terms of the Support Agreement or made at the direction of the Court in the Final Order;

“Articles of Amendment” means the Articles of Amendment of the Company in respect of the Arrangement;

“business day” means any day, other than a Saturday, a Sunday and a statutory holiday in Montreal, Québec, Canada, or Copenhagen, Denmark;

“Call Right” has the meaning ascribed thereto in Section 2.1;

“Certificate of Amendment” means the Certificate of Amendment issued by the Enterprise Registrar upon receipt of the Articles of Amendment;

“Circular” means the notice of Meeting and accompanying management information circular of the Company dated June 20, 2007, including all appendices thereto, sent to Shareholders in connection with the Meeting as amended, supplemented or otherwise modified;

“Class A Subordinate Voting Shares” means the Class A subordinate voting shares in the share capital of the Company (actions subalternes votantes catégorie A);

“Class B Multiple Voting Shares” means the Class B multiple voting shares in the share capital of the Company (actions catégorie B à vote multiple);

“Court” means the Superior Court of Québec;

“Depositary Agreement” means the depositary agreement dated June 26, 2007 between Purchaser, Parent, the Company and the Transfer Agent;

“Effective Date” means the date shown on the Certificate of Amendment;

“Enterprise Registrar” means the Enterprise Registrar appointed pursuant to the QCA;

“Letter of Transmittal” means the letter of transmittal referred to in and accompanying the Circular providing for the delivery of the Shares to the Transfer Agent;

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“Meeting” means the special general meeting of Shareholders to be held on July 27, 2007, including any adjournment or postponement or delay thereof, to consider and, if deemed advisable, approve the Arrangement By Law;

“New GLV” means GLV Inc., a corporation incorporated under the Canada Business Corporations Act;

“New GLV Shares” means, collectively, the New GLV Subordinate Voting Shares and the New GLV Multiple Voting Shares;

“Parties” means Parent, Purchaser and the Company, and “Party” means either of them;

“Purchase Date” means the next day following the Effective Date;

“Purchase Price” means an amount equal to $33 per Share, reduced by the aggregate amount per Share of any dividend or other distribution or payment (whether in cash, shares or property) declared, set aside or paid by the Company during the period from April 19, 2007 to the Purchase Time, other than as contemplated in the Arrangement;

“Purchase Time” means 00:02 a.m. on the Purchase Date;

“Put Right” has the meaning ascribed thereto in Section 3.1;

“QCA” means the Companies Act (Québec);

“Shares” means, collectively, the Class A Subordinate Voting Shares and the Class B Multiple Voting Shares;

“Shareholder” means a registered holder of Shares;

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“Transfer Agent” means Computershare Investor Services Inc.

1.2 Interpretation Not Affected by Headings

The division of this Agreement into Articles and Sections and the insertion of headings are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement. Unless the contrary intention appears, references in this Agreement to an Article, Section or Schedule by number or letter or both refer to the Article, Section or Schedule, respectively, bearing that designation in this Agreement.

1.3 Number and Gender

In this Agreement, unless the contrary intention appears, words importing the singular include the plural and vice versa, and words importing gender include all genders.

1.4 Currency

Unless otherwise stated, all references in this Agreement to sums of money are expressed in lawful money of Canada and "$" refers to Canadian dollars.

ARTICLE 2 PURCHASE OF SHARES AT THE REQUEST OF PURCHASER

2.1 Call Right

Purchaser shall have the right (the “Call Right”) to irrevocably purchase at the Purchase Time from all but not less than all Shareholders all but not less than all of the outstanding Shares held by such Shareholders at a price per Share equal to the Purchase Price. Upon exercise by Purchaser of the Call Right, each Shareholder shall be obligated to sell all of the outstanding Shares registered in its name to Purchaser at the Purchase Time, and Purchaser shall irrevocably be obligated to purchase all of such Shares, at a price per Share equal to the Purchase Price.

2.2 Notification by Purchaser

To exercise the Call Right, Purchaser must notify the Transfer Agent and the Company in writing prior to 2:00 p.m. on the Effective Date that it exercises the Call Right.

2.3 Deposit of Funds by Purchaser

Purchaser confirms that it has, subject to the terms of the Depositary Agreement, irrevocably deposited or caused to be irrevocably deposited with the Transfer Agent an amount representing in the aggregate the Purchase Price multiplied by the total number of Shares to be outstanding on the Purchase Date.

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ARTICLE 3 PURCHASE OF SHARES AT THE REQUEST OF THE COMPANY

3.1 Put Right

If Purchaser does not exercise the Call Right in the manner described in Article 2 prior to 2:00 p.m. on the Effective Date, the Transfer Agent shall immediately notify the Company of such fact. The Company, on behalf of all but not less than all Shareholders, shall upon receipt of such notification notify the Transfer Agent and the Purchaser in writing that it requires Purchaser to irrevocably purchase all but not less than all of the outstanding Shares held by all but not less than all Shareholders at a price per Share equal to the Purchase Price (the “Put Right”). Upon exercise by the Company of the Put Right in accordance with this Section 3.1, Purchaser shall be irrevocably obligated to purchase on the Purchase Time all of the outstanding Shares registered in the name of Shareholders and each Shareholder shall be obligated to sell all of such Shares to Purchaser, at a price per Share equal to the Purchase Price.

ARTICLE 4 PAYMENT OF PURCHASE PRICE

4.1 Payment of Purchase Price

Complete and final payment of the aggregate Purchase Price for all Shares, whether payable by Purchaser following the exercise of the Call Right or the Put Right, will, upon receipt by the Transfer Agent of the funds referred to in the third paragraph of the preamble of this Agreement, be acknowledged by the Company on behalf of Shareholders. The delivery of the Purchase Price to the Shareholders by the Transfer Agent shall be made in accordance with the terms of the Arrangement as set out in the Arrangement By-Law.

ARTICLE 5 GENERAL PROVISIONS

5.1 Notices

All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed to have been duly given or made as of the date delivered or sent if delivered personally or sent by facsimile or e-mail transmission, or as of the following business day if sent by prepaid overnight courier, to the Parties at the following addresses (or at such other addresses as shall be specified by any Party by notice to the other given in accordance with these provisions):

if to Parent or Purchaser:

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FLSmidth & Co. A/S Vigerslev Allé 77 DK-2500 Valby Copenhagen, Denmark

Attention: Jørgen Huno Rasmussen Facsimile: +45 36 44 11 46 E-mail: [email protected] with a copy to (which shall not constitute notice):

Stikeman Elliott LLP 1155 René-Lévesque West 40th Floor Montreal, Québec H3B 3V2

Attention: Benoît C. Dubord and Franziska Ruf

Facsimile: 514 397-3222 E-mail: [email protected] [email protected] if to the Company:

Groupe Laperrière &Verreault Inc. 2001 McGill College Avenue Suite 2100 Montreal, Québec H3A 1G1

Attention: Richard Verreault and Gwen Klees

Facsimile: 514 284-2225 E-mail: [email protected] [email protected] with a copy to (which shall not constitute notice):

Gowling Lafleur Henderson LLP 1 Place Ville Marie 37th Floor Montreal, Québec H3B 3P4

Attention: Robert Dorion

Facsimile: 514 878-1450 E-mail: [email protected] if to the Transfer Agent:

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Computershare Investor Services Inc. 1500 University Street Suite 700 Montreal, Québec H3A 3S8

Attention: Linda Ellison

Facsimile: 514 982-7635 E-mail: [email protected]

5.2 Governing Law

This Agreement shall be governed, including as to validity, interpretation and effect, by the laws of the Province of Québec and the laws of Canada applicable therein. Each of the Parties hereby irrevocably attorns to the non-exclusive jurisdiction of the Courts of the Province of Québec in respect of all matters arising under and in relation to this Agreement and the Arrangement. All pleadings and proceedings shall be conducted in the English language.

5.3 Injunctive Relief

The Parties agree that irreparable harm would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached for which money damages would not be an adequate remedy at law. It is accordingly agreed that the Parties shall be entitled to an injunction or injunctions and other equitable relief to prevent breaches of this Agreement, any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief hereby being waived.

5.4 Time of Essence

Time shall be of the essence in this Agreement.

5.5 Binding Effect and Assignment

Neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by any of the Parties without the prior written consent of the other Parties. Notwithstanding any other provision of this Agreement, the Parties and their affiliates may amalgamate or merge with or wind-up into their wholly-owned subsidiaries or respective parent companies, as the case may be, and assign or novate their rights and obligations under this Agreement to the resulting entity provided that prior written notice of such merger, amalgamation, winding-up or assignment is given to the other Parties.

5.6 Severability

If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule or law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced,

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the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

5.7 Counterparts, Execution

This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument. The Parties shall be entitled to rely upon delivery of an executed facsimile or similar executed electronic copy of this Agreement, and such facsimile or similar executed electronic copy shall be legally effective to create a valid and binding agreement between the Parties.

[Signature Page Follows]

G-10

IN WITNESS WHEREOF Parent, Purchaser and the Company have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

FLSMIDTH & CO. A/S

By: Name: Title:

4417861 CANADA INC.

By: Name: Title:

GROUPE LAPERRIÈRE & VERREAULT INC.

By: Name: Title:

Acknowledged and agreed this <*> day of <*>2007

COMPUTERSHARE INVESTOR SERVICES INC.

By: Name: Title:

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APPENDIX "H" – DEPOSITARY AGREEMENT

H-1

DEPOSITARY AGREEMENT

June 26, 2007

Computershare Investor Services Inc. 1500 University Street, Suite 700 Montreal, Québec H3A 3S8

Attention: Linda Ellison Client Relationship Manager, Corporate Actions

Dear Sirs:

Groupe Laperrière & Verreault Inc. (“GL&V”), FLSmidth & Co. A/S (“FLS”) and 4417861 Canada Inc. ("BidCo") wish to engage Computershare Investor Services Inc. (“Computershare”, “You” or “Your”) as depositary (the “Depositary”) in connection with a proposed acquisition by way of an arrangement (the “Arrangement”) involving GL&V and its shareholders on the terms and conditions set out in the Support Agreement dated April 19, 2007 among GL&V, FLS and BidCo (the “Support Agreement”).

Terms used herein without definition but with initial capital letters have the same meaning herein as in the Support Agreement. Any reference herein to the Support Agreement includes any amendment or modification thereof.

The Arrangement will be implemented by the confirmation of By-Law No. 2007-1 of GL&V (the “Arrangement By-Law”), substantially in the form attached hereto as Schedule A, and the execution of a Put-Call Agreement, substantially in the form attached hereto as Schedule B (the “Put-Call Agreement”), pursuant to sections 49 and 123.107 of the Companies Act (Québec), whereby (i) GL&V shall distribute the Class A subordinate voting shares in the share capital of GLV Inc. (“New GLV”) (the “New GLV Subordinate Voting Shares”) and the Class B multiple voting shares in the share capital of New GLV (the “New GLV Multiple Voting Shares” and, together with the New GLV Subordinate Voting Shares, the “New GLV Shares”) it holds such that the holders of Class A subordinate voting shares in the share capital of GL&V (the “GL&V Subordinate Voting Shares”) shall receive one New GLV Subordinate Voting Share for each GL&V Subordinate Voting Share held and the holders of Class B multiple voting shares in the share capital of GL&V (the “GL&V Multiple Voting Shares”) shall receive one New GLV Multiple Voting Share for each GL&V Multiple Voting Share held, (ii) all GL&V Multiple Voting Shares and GL&V Subordinate Voting Shares (collectively, the “GL&V Shares”) will be exchanged for a cash consideration of $33 per GL&V Share in accordance with the terms and conditions of the Put-Call Agreement. Such cash consideration of $33 per GL&V Share shall be reduced by the aggregate amount per GL&V Share of any dividend or other distribution or payment (whether in cash, shares or property) declared, set aside or paid by GL&V during the period from April 19, 2007 to the Purchase Time, as such term is defined in the Arrangement By-Law (the “Purchase Time”), other than as contemplated in the Arrangement.

In order for the holders of GL&V Shares (the “Shareholders”) to receive, at the time and date specified in the Arrangement By-Law and the Put-Call Agreement, the New GLV Shares and the cash consideration described in the previous paragraph (collectively, the “Arrangement Consideration”), they must properly complete the letter of transmittal (the “Letter of Transmittal”) that has been mailed along with materials provided to Shareholders in connection with the special general meeting of Shareholders to approve the Arrangement and return it, together with the share certificates representing GL&V Shares, to the Depositary.

Under the Arrangement, the holders of GL&V Subordinate Voting Share purchase options (the “GL&V Options”) shall be entitled to receive from GL&V, for each GL&V Option granted and outstanding on the Effective Date (i) a cash amount equal to the difference between (a) $33 less the aggregate amount per GL&V Subordinate Voting Share of any dividend or other distribution or payment (whether in cash, shares or property) declared, set aside or paid by GL&V during the period from April 19, 2007 to the Purchase Time and (b) the exercise price of such GL&V Option, and (ii) one New GLV Subordinate Voting Share (collectively, the “GL&V Options Consideration”).

GL&V, FLS and BidCo wish to confirm the terms of Your appointment as Depositary in respect of the Arrangement.

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1. Appointment

1.1 You are hereby appointed to act as Depositary and to accept, review, hold and deal with the Letters of Transmittal and any share certificates representing GL&V Shares delivered with such Letters of Transmittal for and on behalf of the Shareholders who submit such share certificates and Letters of Transmittal to You.

1.2 You are also hereby appointed to act as paying agent and to deliver to holders of GL&V Options granted and outstanding on the Effective Date the relevant GL&V Options Consideration, the whole in accordance with the written instructions to be delivered to You by GL&V on or prior to the Effective Date.

2. Requests for Documents

2.1 You are to satisfy the oral or written requests of brokers, bankers and other persons for copies of the appropriate Letters of Transmittal and, if applicable, covering letters to Shareholders in the form to be provided by GL&V (collectively referred to as the “Documents”). GL&V will supply You with sufficient copies of the Documents for this purpose. You are not authorized to pay any concessions or commissions to brokers, bankers or other persons, except as expressly provided in this Agreement, or to engage or request any persons to solicit tenders.

3. Deposit of GL&V Shares

3.1 You are authorized to accept deposits of share certificates representing GL&V Shares held by Shareholders which are deposited with You and accompanied by a properly and duly completed Letter of Transmittal with signature guaranteed as applicable, the share certificate(s) representing such GL&V Shares and any other necessary documents (the “Deposited Documents”) and to hold the same upon the terms and conditions set forth herein and in the applicable Letter of Transmittal.

3.2 All deposits of share certificates representing GL&V Shares under the Arrangement must be accompanied by a signed and completed Letter of Transmittal, with signatures guaranteed, as applicable. You will be entitled to treat as issued and outstanding the GL&V Shares represented by the former share certificate(s) tendered with a deposit of such GL&V Shares, if the name on such former share certificate(s) conforms to the name of a registered holder of GL&V Shares as it appears on the register maintained by You, as transfer agent and registrar for the GL&V Shares (the “Transfer Agent”).

3.3 You will direct any holder of GL&V Shares whose former share certificate(s) has been lost or destroyed to submit a Letter of Transmittal completed to the best of their ability and to submit a letter describing the loss. You will supply a declaration of loss and indemnity bond in the forms supplied by GL&V as applicable, or GL&V will otherwise inform You of the requirements to be communicated to any Shareholder inquiring as to the procedures to be followed to obtain a replacement former share certificate(s) lost or destroyed and instruct such holder to properly complete such documents.

3.4 The parties hereto acknowledge and agree that the replacement of any lost former share certificate(s) will only be effected upon the receipt of an appropriate bond of indemnity issued by an insurance company authorized to do business in Canada.

3.5 GL&V hereby agrees to the use of the Automated Tender Offer Program (“ATOP”) currently utilized by The Depositary Trust Company (“DTC”) and its participants. It is hereby understood and agreed by GL&V that the use of ATOP requires that You, as agent (the “Agent”), execute a Letter of Agreement with DTC. GL&V hereby authorizes and directs the Agent to execute the Letter of Agreement with DTC substantially in the form attached as Schedule “C” hereto.

3.6 GL&V acknowledges and accepts that the delivery by DTC of an Agent's Message (in accordance with the provisions of the ATOP Agents Procedures) to the Agent shall satisfy the terms of the Arrangement as to the execution and delivery of a Letter of Transmittal by the participant identified in such Agent's Message, without such participant physically completing and surrendering such Letter of Transmittal.

3.7 GL&V hereby authorizes and directs You to use the clearing and settlement system (“CDSX”) currently utilized by CDS Clearing and Depositary Securities Inc. (“CDS”) and its participants.

3.8 GL&V acknowledges and accepts that the use of CDSX by a participant of CDS (in accordance with the provisions of the CDS Participant Rules) shall satisfy the terms of the Arrangement as to the execution and H-3 delivery of a Letter of Transmittal by the participant, without such participant physically completing and surrendering such Letter of Transmittal.

4. Delivery of the Arrangement Consideration and GL&V Options Consideration to the Depositary

4.1 FLS shall irrevocably deposit, or cause to be irrevocably deposited, with You, prior to the Effective Date, sufficient funds by wire transfer representing the cash portion of the Arrangement Consideration. Upon receipt of such funds, You will immediately send a written confirmation to GL&V that you have received the funds, which confirmation shall also specify the amount of such funds.

4.2 GL&V shall irrevocably deposit, or cause to be irrevocably deposited, with You, prior to the Effective Date, certificates representing the New GLV Shares to be distributed to Shareholders under the Arrangement.

4.3 GL&V shall irrevocably deposit, or cause to be irrevocably deposited, with You, prior to the Effective Date, the funds and the New GLV Shares certificates representing the GL&V Options Consideration to be distributed to holders of GL&V Options under the Arrangement.

5. Payment for Deposited Certificates and for GL&V Options

5.1 To the extent that a notice of exercise of the call right by BidCo or a notice of exercise of the put right by GL&V, as the case may be, has been provided to the Depositary in accordance with the Put-Call Agreement, as soon as practicable after the later of (i) the Purchase Time and (ii) the date of receipt by You of the Deposited Documents delivered by a Shareholder, You shall, as requested by such Shareholder in the Letter of Transmittal, (y) deliver to such Shareholder, at the address specified in the Letter of Transmittal delivered by such Shareholder, by insured first class mail, or, in the case of a postal disruption in Canada, by such other means as You may consider prudent, or (z) make available at one of Your offices for pick-up by such Shareholder:

5.1.1 subject to Section 5.7, a cheque issued by You in Canadian currency payable at any branch in Canada of a Canadian chartered bank or trust company in an amount equal to the cash portion of the Arrangement Consideration which such Shareholder has the right to receive under the Arrangement for his GL&V Shares;

5.1.2 subject to Section 5.6, share certificate(s) representing the number of New GLV Shares which such Shareholder has the right to receive under the Arrangement for his GL&V Shares; and

5.1.3 a tax information sheet provided by GL&V relating to the fair market value of the New GLV Shares and any other tax information and/or slip relevant to the Shareholders, including a T5008 slip, a RL-18 slip and IRS Form 1099-B, as applicable.

5.2 As soon as practicable after the Effective Date, You will deliver to holders of GL&V Options granted and outstanding on the Effective Date, in accordance with the written instructions of GL&V (which will notably specify the delivery and registration instructions as well as any applicable withholdings):

5.2.1 subject to Section 5.7, a cheque issued by You in Canadian currency payable at any branch in Canada of a Canadian chartered bank or trust company in an amount equal to the cash portion of the GL&V Options Consideration which such holder of GL&V Options has the right to receive under the Arrangement for his GL&V Options, less any applicable withholdings; and

5.2.2 share certificate(s) representing the number of New GLV Shares which such holder of GL&V Options has the right to receive under the Arrangement for his GL&V Options.

5.3 At the same time as specified in Section 5.2, You will send a cheque to GL&V representing the amount of any applicable withholding tax on the payment made pursuant to Section 5.2. GL&V will be responsible for remitting the amount of any such withholding tax to the appropriate tax authorities.

5.4 You will not be responsible for preparing any tax forms with respect to any payment made pursuant to Section 5.2.

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5.5 GL&V and You shall be entitled to deduct and withhold such number of New GLV Shares, as GL&V or You is entitled or required to deduct and withhold with respect to the delivery of the New GLV Shares referred to in Section 5.1.2 to U.S. Shareholders who either fail to provide their correct U.S. Taxpayer Identification Number or an adequate basis for an exemption from U.S. backup withholding tax, as the case may be, as provided for under the Internal Revenue Code of 1986, as amended. To the extent that New GLV Shares are so withheld, they shall be treated for all purposes as having been delivered to the U.S. Shareholder in respect of which such deduction and withholding was made. GL&V and You are allowed to sell or otherwise dispose of such withheld New GLV Shares as is necessary to provide sufficient funds to GL&V or You, as the case may be, to enable GL&V and You to comply with such deduction or withholding requirement or entitlement, and GL&V and You shall notify the U.S. Shareholder thereof and remit to such U.S. Shareholder any portion of the proceeds of disposition of such New GLV Shares that is not required to be withheld and remitted pursuant to the Internal Revenue Code of 1986, as amended, less any applicable fees and expenses applicable thereto. GL&V and You shall prepare and mail to U.S. Shareholders of New GLV Shares that have been withheld IRS Form 1099-B reflecting the amount of U.S. backup withholding tax that was withheld and remitted to the Internal Revenue Service on their behalf.

5.6 GL&V and You shall be entitled to deduct and withhold such number of New GLV Shares, as GL&V or You is entitled or required to deduct and withhold with respect to the delivery of the New GLV Shares referred to in Section 5.1.2 under the Income Tax Act (Canada) or the relevant income tax convention, as the case may be. To the extent that New GLV Shares are so withheld, they shall be treated for all purposes as having been delivered to the Shareholder in respect of which such deduction and withholding was made. GL&V and You are allowed to sell or otherwise dispose of such withheld New GLV Shares as is necessary to provide sufficient funds to GL&V or You, as the case may be, to enable GL&V and You to comply with such deduction or withholding requirement or entitlement, and GL&V and You shall notify the holder thereof and remit to such holder any portion of the proceeds of disposition of such New GLV Shares that is not required to be withheld and remitted pursuant to the Income Tax Act (Canada), less any applicable fees and expenses applicable thereto. GL&V and You shall prepare and mail to holders of New GLV Shares that have been withheld a NR4 statement for information slip.

5.7 Notwithstanding the aforementioned, all payments in excess of $25 million in Canadian dollars must be made by wire transfer, rather than by cheques, bank drafts or other traditional paper-based payment items. It is agreed that cheques representing payment of the cash portion of the Arrangement Consideration for the GL&V Shares deposited hereunder will be drawn on a designated account maintained by You. If no address is specified on a Letter of Transmittal received from a Shareholder, cheques will be forwarded to the address of such Shareholder as shown on the applicable Register maintained by You, as Transfer Agent.

5.8 In the event of a transfer of ownership of GL&V Shares which is not registered in the transfer records of GL&V, You will deliver the proper entitlement to a transferee if the share certificate representing such GL&V Shares is presented to You, accompanied by all documents required to evidence and effect such transfer.

5.9 From the Purchase Time, all certificates representing GL&V Shares, whether or not deposited by Shareholders and received by You in accordance with the provisions of this Agreement, shall represent only the right to receive, upon such deposit and reception, the Arrangement Consideration less any New GLV Shares withheld pursuant to Section 5.6 of this Agreement, and shall no longer represent, or entitle the holder thereof to, any other rights that were attached to the GL&V Shares prior to such time. You, as Transfer Agent, shall issue to BidCo, in accordance with a duly authorized and executed order and direction of BidCo, one new global certificate evidencing all GL&V Subordinate Voting Shares and one new global certificate evidencing all GL&V Multiple Voting Shares and cancel all certificates formerly representing GL&V Shares, whether or not such certificates have been deposited with You by Shareholders. Any share certificate formerly representing GL&V Shares not duly deposited on or before the sixth anniversary of the Purchase Time shall cease to represent a claim by or interest of any former Shareholder of any kind or nature against or in GL&V, FLS or BidCo.

5.10 If any Shareholder fails for any reason to surrender to You for cancellation the share certificate(s) formerly representing GL&V Shares, together with such other documents or instruments required to entitle such Shareholder to receive the Arrangement Consideration for such GL&V Shares, on or before the sixth anniversary of the Purchase Time, then on such anniversary date, (i) the cash portion of the Arrangement Consideration to which such former holder was entitled, together with any entitlements to interest thereon, shall, subject to applicable laws, be deemed to have been donated and forfeited to BidCo and such cash portion of the Arrangement Consideration, together with such entitlements to interest thereon, shall be paid to BidCo, and (ii) the New GLV Shares to which such former holder was entitled, together with any entitlements to dividends or distributions and any interest thereon, shall, subject to applicable laws, be deemed to have been donated and

H-5 forfeited to New GLV and such New GLV Shares, together with such entitlements to dividends or distributions and any interest thereon, shall be delivered and paid to New GLV.

5.11 You, acting as transfer agent and registrar for the New GLV Shares, shall make all required inscriptions relating to the New GLV Shares in the register of New GLV upon delivery of the New GLV Shares in accordance with the terms of this Agreement.

5.12 If (i) GL&V gives You written notice that GL&V will not proceed with the Arrangement, or (ii) GL&V has not filed the Articles of Amendment within 2 business days following its receipt of Your confirmation referred to in Section 4.1 of this Agreement, or (iii) GL&V and FLS gives you joint written notice that the Support Agreement has been terminated in accordance with its terms, You will arrange, as soon as practicable after receipt of GL&V’s or FLS’s written notice or after your confirmation that GL&V has not filed the Articles of Amendment within the required delay, as the case may be, for (i) the return to Shareholders of the certificates representing GL&V Shares deposited in accordance with the terms and conditions of the Arrangement and the instructions of the depositing Shareholders as set forth in the Letter of Transmittal, (ii) the return to GL&V of the New GLV Shares certificates and the funds referred to in Sections 4.2 and 4.3 and (iii) the return to FLS or BidCo, as directed by FLS, of the funds referred to in Section 4.1.

5.13 You, as Transfer Agent, will be provided with a duly authorized and executed order and direction of GL&V setting forth the number of New GLV Shares to be delivered to Shareholders and to holders of GL&V Options in accordance with the terms of the Arrangement. GL&V will provide You, as Transfer Agent, with the legend to be applied to the New GLV Shares, if applicable.

6. Improper Deposits

6.1 If a Letter of Transmittal or other required document has been improperly completed or signed, or the share certificates representing the GL&V Shares accompanying a Letter of Transmittal are not in proper form, or some other irregularity in connection with a deposit by a Shareholder exists, You will make reasonable efforts to contact such GL&V Shareholder to cause such irregularity to be corrected.

6.2 If You have any doubt whether any GL&V Shares have been properly deposited, You will seek the advice of GL&V’s legal counsel, Gowlings Lafleur Henderson LLP, as to the acceptability of the deposit. If reasonable efforts to correct an improper deposit prove to be unsuccessful, You will seek the advice of GL&V’s legal counsel with respect to the procedures to be followed. You will reject any deposit if, in the opinion of GL&V 's legal counsel, the deposit has been made improperly and You will take such action as directed by GL&V’s legal counsel.

6.3 Notwithstanding any other provision of this Agreement, in the case of the loss, theft or destruction of a share certificate for GL&V Shares, the holder of such share certificate must deliver to GL&V and You (a) evidence satisfactory to GL&V and You of the loss, theft or destruction of such share certificate and (b) an indemnity bond satisfactory to GL&V and You, before such GL&V Shares will be considered properly deposited under the Arrangement.

6.4 Notwithstanding the foregoing subsections, GL&V shall have full discretion to determine whether the deposit of any share certificate is complete and proper and GL&V has the absolute right to determine whether to accept or reject any category of tender not in proper form.

7. Fees

7.1 Your fees for acting hereunder will be those set forth in Schedule “D” attached hereto. GL&V will pay all Your reasonable out-of-pocket expenses in connection with Your duties hereunder (including, without limitation, overtime expenses, postage, courier, long distance calls, federal and provincial sales taxes, mailing insurance, photocopying, and expert consultant and counsel fees and disbursements). All fees, out-of pocket expenses and taxes payable will be paid by GL&V within thirty days from the date of invoice and GL&V acknowledges that late payment may be subject to interest charges as indicated on the invoice. The parties hereto acknowledge and agree that Your fees are confidential information. As such, the parties hereto agree not to disclose any such fees to any third party without Your prior written consent, save and except for disclosure (a) to the parties’ respective professional advisors, held to strict confidence; and (b) as required or otherwise compelled by law.

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8. Offices

8.1 You agree to maintain Your principal office in each of the cities set out in the Letters of Transmittal to which deposits of the GL&V Shares may be sent or delivered.

9. Liability and Indemnity

9.1 You shall not be liable for any error of judgment or any act or omission or for any mistake of fact or law except by reason of Your gross negligence, wilful misconduct or fraud. You shall not be answerable for the default or misconduct of any agent or counsel provided that any such party selected by You was chosen with reasonable care.

9.2 GL&V indemnifies and holds You, Your successors and permitted assigns, as well as Your and their respective directors, officers, employees and agents, harmless from and against any and all claims, demands, assessments, interest, penalties, actions, suits, proceedings, liabilities, losses, damages, costs and expenses, including, without limiting the foregoing, expert, consultant and counsel fees and disbursements on a solicitor and client basis, arising from or in connection with any actions or omissions that You or they take pursuant to this Agreement or the Arrangement, provided that any such action or omission is taken in good faith and without gross negligence or fraud or is taken on advice and instructions given to You or them by us, our representatives, including Gowlings Lafleur Henderson LLP, or counsel consulted by You or them.

9.3 Notwithstanding any other provision of this Agreement, and whether such losses or damages are foreseeable or unforeseeable, You shall not be liable under any circumstances whatsoever for any (i) breach by any other party of securities law or other rule of any securities regulatory authority, (ii) lost profits or (iii) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages.

9.4 Notwithstanding any other provision of this Agreement, Your liability shall be limited, in the aggregate, to the amount of fees paid by GL&V to You under this Agreement in the twelve (12) months immediately prior to You receiving the first notice of claim.

9.5 In the event of any claim, action or proceeding brought or commenced against You, You shall notify GL&V promptly after You have received written assertion of such claim or shall have been served with a summons or other legal process, giving information as to the nature and basis of the claim, action or proceeding. GL&V shall undertake the investigation and defence of any such claim, action or proceeding and You shall have the right to retain other counsel, at Your own expense, to act on Your behalf, provided that, if You reasonably determine that a conflict of interest or other circumstances wherein Your best interests would not be adequately represented exist that make representation by counsel chosen by us not advisable, the fees and disbursements of such other counsel shall be paid by GL&V.

9.6 Notwithstanding any other provision in this Agreement, the provisions of this Section 9 shall survive the removal of or resignation by You in connection with any and all of Your duties and obligations under this Agreement.

9.7 You shall retain the right not to act and shall not be liable for refusing to act under this Agreement if, due to a lack of information or for any other reason whatsoever, You, in Your sole judgment, determine that such act might cause You to be in non-compliance with any applicable anti-money laundering or anti-terrorist legislation, regulation or guideline. Further, should You, in Your sole judgment, determine at any time that Your acting under this Agreement has resulted in Your being in non-compliance with any applicable anti-money laundering or anti-terrorist legislation, regulation or guideline, then You shall have the right to resign on 10 days written notice to GL&V, provided (i) that Your written notice shall describe the circumstances of such non-compliance; and (ii) that if such circumstances are rectified to Your satisfaction within such 10 day period, then such resignation shall not be effective.

10. Tax

10.1 GL&V shall be solely responsible for all tax processing relating to or arising from the duties or actions contemplated by this Agreement, including evaluation, reporting, remittance, filing, and issuance of tax slips, summaries and reports, except as is specifically delegated to You pursuant to this Agreement or as may be agreed subsequently, as confirmed in writing by the parties.

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10.2 You shall process only such tax matters as have been specifically delegated to You pursuant to Schedule E of this Agreement or as may be agreed subsequently, and, in so doing, You shall carry out any inquiry, evaluation, reporting, remittance, filing or issuance of tax slips, summaries and reports necessarily incidental thereto, which shall remain Your sole responsibility. You shall be entitled to rely upon and assume, without further inquiry or verification, the accuracy and completeness of any tax processing information, documentation or instructions received by You, directly or indirectly, from or on behalf of GL&V. It is agreed that any such direction must be supplied to You prior to processing any deposits of former share certificates.

10.3 Should any issue arises regarding United States or Canadian federal, provincial, territorial, state, local or foreign tax reporting or withholding with respect to payments made pursuant to Section 5 of this Agreement, You shall take such action as GL&V instructs You in writing.

11. General

11.1 In acting as Depositary, You:

(a) shall have no duties or obligations other than those set forth herein or as may subsequently be agreed to by You, GL&V, FLS and BidCo;

(b) shall have no obligation to make payment for any deposited GL&V Shares or fees unless (i) FLS shall have provided the necessary funds in advance to pay in full all amounts due and payable with respect thereto (ii) GL&V shall have provided the necessary certificate for the New GLV Shares to be delivered to the Shareholders;

(c) shall not be obliged to take any legal action that might in Your judgment involve any expense or liability unless You shall have been furnished with reasonable funding and indemnity;

(d) shall not be called upon at any time to advise any person depositing or considering depositing GL&V Shares under the terms of the Arrangement as to the wisdom in making such deposit or as to the increase or decrease in the market value of the GL&V Shares; and

(e) may rely upon any instructions, instrument, certificate, report or paper believed by You to be genuine and to have been signed or presented by the proper person(s) and You shall be under no duty to make any investigation or inquiry as to any signature or statement contained therein, but may accept the same as having been properly given and as conclusive evidence of the truth and accuracy of any statements therein contained.

11.2 It is agreed that GL&V, with the consent of FLS and BidCo, shall have the right to provide You with written instructions relating to any matter contained herein and that You shall act in accordance with such instructions.

11.3 This Agreement shall not be assigned by either of the parties hereto without the prior written consent of the other parties.

11.4 This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.

11.5 This Agreement shall be governed by and construed in accordance with the laws of the Province of Québec and the laws of Canada applicable therein.

11.6 This Agreement may be signed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

11.7 Time shall be of the essence of this Agreement.

11.8 All dollar references in this Agreement are in Canadian dollars.

11.9 No modification of or amendment to this Agreement (excluding, for the purposes of this Section, Schedule A and Schedule B hereto which can be modified or amended by FLS, BidCo and GL&V without Computershare’s consent) shall be valid or binding unless set forth in writing and duly executed by each of the

H-8 parties hereto. This Agreement and the schedules attached hereto represent the entire agreement between the parties with respect to the subject matter hereof.

11.10 The use of headings and division of sections and paragraphs is for convenience of reference only and does not affect the construction or interpretation of this Agreement.

11.11 You shall not be liable, or held in breach of this Agreement, if prevented, hindered, or delayed in the performance or observance of any provision contained herein by reason of act of God, riots, acts of war, epidemics, governmental action or judicial order, earthquakes, or any other similar causes (including, but not limited to, mechanical, electronic or communication interruptions, disruptions or failures). Performance times under this Agreement shall be extended for a period of time equivalent to the time lost because of any delay that is excusable under this Section.

11.12 The parties hereto confirm that it is their wish that this Agreement as well as all other documents relating hereto, including notices, have been and shall be drawn up in English. Les parties aux présentes confirment leur consentement à ce que cette convention de même que tous les documents, ainsi que tout avis s'y rattachant, soient rédigés en anglais.

12. Notices

12.1 All notices which may or are required to be given pursuant to any provisions in this Agreement shall be given or made in writing as follows:

(a) If to FLS or BidCo:

FLSmidth & Co. A/S Vigerslev Allé 77 DK 2500 Valby Copenhagen, Denmark

Attention: Jørgen Huno Rasmussen Facsimile: +45 36 44 11 46

with a copy (which shall not constitute notice) to:

Stikeman Elliott LLP 1155 René Lévesque West 40th Floor Montreal, Québec H3B 3V2

Attention: Benoît C. Dubord and Franziska Ruf Facsimile: 514 397-3222

(b) if to GL&V:

Groupe Laperrière &Verreault Inc. 2001 McGill College Avenue Suite 2100 Montreal, Québec H3A 1G1

Attention: Richard Verreault and Gwen Klees Facsimile: 514 284-2225

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with a copy (which shall not constitute notice) to:

Gowlings Lafleur Henderson LLP 1 Place Ville Marie 37th Floor Montreal, Québec H3B 3P4

Attention: Robert Dorion Facsimile: 514 878-1450

Computershare Investor Services Inc. 1500 University Street, Suite 700 Montreal, Québec H3A 3S8

Attention: Linda Ellison Facsimile: 514 982-7635

Any demand, notice or communication required or contemplated by this Agreement shall be in writing and sent by personal delivery, courier, mail or facsimile transmission addressed to GL&V or FLS and BidCo or You as indicated above, or to a facsimile number, or to such other address, individual or facsimile number as may be designated by notice provided by either party to the other. In the event of actual or anticipated postal disruption, courier service personal delivery or facsimile transmission shall be used. Any demand, notice or other communication shall be deemed conclusively to have been received by the addressee (i) if sent by mail, five business days after posting; (ii) if sent by courier service upon actual delivery; and (iii) if sent by facsimile transmission, upon the same business day if given during the ordinary business hours of the addressee, or the next following business day if given outside of such hours.

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Kindly indicate Your acceptance of the terms of this letter by signing and returning to us the duplicate hereof, in which case this letter will form an agreement between us.

GROUPE LAPERRIÈRE & VERREAULT INC.

By: Authorized Signatory

FLSMIDTH & CO. A/S

By: Authorized Signatory

4417861 CANADA INC.

By: Authorized Signatory

Accepted and agreed to as of the 26th day of June, 2007

COMPUTERSHARE INVESTOR SERVICES INC.

By:

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SCHEDULE “A”

BY-LAW NO. 2007-1

See attached

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SCHEDULE “B”

PUT-CALL AGREEMENT

See attached

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SCHEDULE “C

LETTER AGREEMENT WITH DTC

THE DEPOSITORY TRUST COMPANY 7 HANOVER SQUARE NEW YORK, NY 10004-2597

Automated Tender Offer Program DTC/Agent Letter of Agreement

Date ______

To: ______(Agent Name and Address) ______

Regarding: Offer dated: ______

Offeror: ______

Securities Subject of the Offer:

Description: ______

Cusip No. ______

Protection Period: None

_____ Days after the expiration of the Offer

The Depository Trust Company (DTC) and the Agent indicated above hereby agree that the provisions of the DTC Automated Tender Offer Program (ATOP) Agents Procedures dated March 1991 (a copy of which is in the possession of the Agent), as modified by any attachments to this Letter of Agreement specified below, will govern the rights and obligations of DTC, its Participants and the Agent to the extent that such provisions are not reflected in the terms of the offer identified above or the DTC Voluntary Offerings Agents Procedures dated December 1984 (a copy of which is also in the possession of the Agent). DTC may terminate this Letter of Agreement in the event that the terms of the offer identified above are amended and DTC determines in its discretion that as a result of such amendment DTC no longer has the operational capability to provide services in respect to such offer.

The Agent agrees that (I) the delivery by DTC of an Agent's Message to the Agent in accordance with the provisions of the ATOP Agents Procedures will satisfy the terms of the offer identified above as to the execution and delivery of a letter of transmittal in the form of the letter of transmittal required by such offer by the Participant identified in such Agent's Message and (ii) the agreement set forth in the preceding clause (I) is enforceable against the offeror identified above by the Participant identified in such Agent's Message. The Agent represents and warrants that the Agent is authorized by the offeror identified above to make the agreements in the preceding sentence.

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The following attachments constitute a part of this Letter of Agreement:

Date______DTC Authorized Signature

A Limited Purpose Trust Company and Member Federal Reserve system Attachment to the Letter of Agreement dated ______between DTC and ______herein after referred to as the "Agent" regarding ______.

Subject #1 EXPIRATION OF THE OFFER

The Depository Trust Company will handle the offer through the Automated Tender Offer Program until ______, the expiration date, and until the last day of the protection period. On the expiration date, DTC will call the Agent and advise them of the number of securities submitted for Tender. Also DTC will fax a copy of the Agent Receipt and Confirmation form to the Agent. The Agent will then sign off on the receipt and fax the signed copy to DTC (Fax # 212-709-1094).

Extensions of the offer, if any, will be accommodated within the provisions of the basic agreement.

Subject #2 GUARANTEE OF DELIVERY

Notices of Guaranteed Delivery will be presented by DTC Participants directly to the Agent who will look to the DTC Participants to meet the Guarantee of Delivery. Delivery of securities the subject of such Notice may be made through DTC.

Subject #3 METHOD OF PAYMENT

Method of payment from the Agent will be by Federal Funds wire on the first public payment date to: Chemical Bank ABA # 021000128 55 Water Street New York, N.Y. 10041 a/c Depository Trust Company Reorg. Deposit Account # 066-027608

Method of payment will be by check on the first public payment date in immediately available funds. The Agent will notify DTC when the check is available for pick-up by DTC's messenger.

Method of payment will be on the first public payment date by First Chicago Trust Co. of New York check. The check will be cancelled and Federal Funds wired to: Chemical Bank 55 Water Street New York, N.Y. 10041 a/c Depository Trust Company Reorg. Deposit Account # 066-027608

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Method of payment will be by direct deposit to the account of the Depository Trust Co., at Bankers Trust Co., account number 01-003-932, on the first public payment date.

Method of payment will be by direct deposit to the account of the Depository Trust Co., at ______, on the first public payment date.

Method of payment from the Agent will be by Federal Funds wire on the first public payment date to: DTC's Federal Reserve Bank of NY Account ABA #0260-0206-6

The Agent will deposit the funds on the first public payment date to: CEDE Canadian Reorganization Account a/c # 134-412-6 Attention: Ron Smith, Senior Account Manager Royal Bank of Canada Royal Bank Plaza 200 Bay Street – Banking Hall Level Toronto, Ontario, M5J 2J5

PTOP Transmissions will be delivered each business day via messenger to:

PTOP Transmissions will be delivered via Federal Express to:

EACH PTOP TRANSMISSION WILL BE HANLED INDIVIDUALLY

Subject #4 ISSUANCE OF UNDERLYING SECURITIES

New securities issued pursuant to the terms of the offer will be registered in the name of Cede & Co. and will be sent via Federal Express to: The Depository Trust Co. 55 Water Street – 2nd Sub Level New York, New York 10041 Attn: Jim Ventre Reorg. Control Section

With respect to the issuance of underlying securities, single certificate issuances are not to exceed five (5) million dollars in value, unless more specific instructions are provided.

The Agent will notify DTC when securities issued pursuant to the terms of the offer are available for pick up by DTC's messenger.

With respect to the issuance of underlying securities, single certificate issuances are not to exceed five (5) million dollars in value, unless more specific instructions are provided.

Subject #5 DELIVERY OF TENDERED SECURITIES

Securities tendered through the Automated Tender Offer Program will be delivered to the Agent as a balance during the offering period. If necessary, DTC will deliver more securities to the Agent two business days after the expiration date of the offer and the expiration of the protection period.

Securities tendered through the Automated Tender Offer Program will be delivered to the Agent two business days following the expiration date, and the protect expiration date.

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"Cede" Securities tendered through the Automated Tender Offer Program will be delivered to the Agent two business days after the expiration of the protect period. Securities registered in a name other than Cede & Co. will be delivered to the Transfer Agent for transfer to Cede & Co. and will be delivered to the Agent upon receipt from the Transfer Agent; provided, however that if the Transfer Agent does not transfer all such securities, DTC will be responsible for delivering to the Agent a number of securities registered in the name of Cede & Co. equal to the number of untransferred securities.

Securities will be delivered to the Agent after a notice is given to DTC advising of the accepted tenders.

An SCL Drawdown request will be presented to the Agent at the end of the offer (within two business days after the expiration of the offer and within two business days after the expiration of the protection period).

Subject #6 RETURN OF UNACCEPTED SECURITIES

Unaccepted or untendered securities will be returned to DTC as promptly as possible upon completion of the Offer.

Securities will be registered in the name of Cede & Co. and will be sent to:

The Depository Trust Co. 55 Water Street – 2nd Sub Level New York, N.Y. 10041 Attn: Jim Ventre Reorg. Control Section

With respect to the return of untendered securities, single certificate issuances are not to exceed five (5) million dollars in value, unless more specific instructions are provided.

Unaccepted or untendered securities will be returned to DTC as promptly as possible upon completion of the Offer.

Securities will be registered in the name of Cede & Co. and will be picked up by DTc's messengers upon notification from the Agent.

With respect to the return of untendered securities, single certificate issuances are not to exceed five (5) million dollars in value, unless more specific instructions are provided.

Subject #7 WITHDRAWAL PROCEDURE

DTC Participants who have accepted the offer and wish to withdraw tender instructions must do so using DTC's online automated withdrawal feature. This feature permits Tender Agents to electronically accept or reject withdrawal requests.

Those DTC Participants who have accepted the offer and wish to withdraw tender instructions must do so directly wit the Agent until ______.

The DTC Withdrawal Form #5683 must be presented to the Agent who will then confirm the withdrawal to DTC. DTC will adjust the Participant account accordingly.

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Subject #8 DELIVERY OF ASSOCIATED SHARE PURCHASE RIGHTS

Associated Share Purchase Rights tendered through the Voluntary Offering Program will be delivered to the Agent five business days after the Distribution Date when and if such rights are issued.

Subject #9 CONSENTS

Agent agrees that the acceptance of a PTOP Transmission (i.e. electronic offer acceptance) from DTC Participants constitutes agreement by such Participants to consent to the proposed amendments to the indenture as described in the offering material. In addition, Agent agrees not to require an executed proxy from DTC at any time subsequent to the execution of this agreement by the Agent.

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SCHEDULE “D”

FEES *Inclusive Fee ……..…………………..…………………………………….……………………………….. $40,000.00 - Exclusive of Mailing of Material Initial Services Fees………………………………………………………………………………………… Included Review of Circular, Letter of Transmittal, discussions with client and legal counsel, programming requirements if any, inter-branch co-ordination, liaise with the investment community, entering into Depositary Agreement

*Mailing of Material ……………………………….….………………………………………………….…… Standard fee of Computershare

Deposits, each ………………………….……………………………………………….…….……………… Included Receiving items by mail and over the counter, examining certificates, checking for stops and endorsements, calculating entitlements, if any, balancing, matching and mailing entitlements

Deposits - Partial, each…………………………...………………………………………………………... Included Receiving items by mail and over the counter, examining certificates, checking for stops and endorsements, recording election option, if any, calculating entitlements, balancing, matching and mailing entitlements

Deposits - Stock Option Plan, each optionee…………………………………………………………….. Included Receiving items by mail and over the counter, examining certificates, checking for stops and endorsements, recording election option, if any, calculating entitlements, balancing, matching and mailing entitlements

Calculation & Distribution of Cash and/or Share Consideration ……………………………………….. Included (includes all reconciliations, processing cheques and/or issuance of share certificates)

Deficiencies, each …………………………………………………………………………………………… Included Reporting of Shares Tendered (if required), each ………………………………………………………... Included

Requesting Shares from External Transfer Agent (if applicable), each…….…………………………... Included

Cancellation of share certificate/position, each …………………………………………………………… Included

Shareholder Communication Telephone calls …………………………………..………………………………….…………….. Included Written communication …………………………………………………………………………… Included Lost Certificates, Estate & Legal Transfers, each ………………………..………..………….. Included

*Returning of Deposits if Arrangement is Unsuccessful, each ……………………………… Included

T5008/R18 Transaction Slips, each …………………………………………………………………… Included

Fee If Arrangement is not Approved (exclusive of Fees for Mailing of Material) ……... $ 10,000.00

H-19

The above initial services and deposit fees apply if the Depositary Agreement and Letter of Transmittal are in accordance with the Computershare specimens provided.

Items marked “*” will be charged whether the conditions of the Arrangement are met or not.

Items marked “**” will be charged when the Arrangement becomes effective.

Any other services required, other than those referred to in this schedule, will be in accordance with our standard tariffs. Other tax reporting, etc. will be levied a fee in accordance with the requirements as they arise.

All out-of-pocket expenses are additional to all service fees and include, but are not limited to, postage, courier, photocopying, telecommunications, overtime, legal fees, stationery, printing, etc.. All fees and out-of-pocket expenses must be paid within thirty days from the date of the invoice. Any late payments may be subject to interest charges as indicated on the invoice. Any sales or services taxes, including, without limitations, Goods and Services Tax, if applicable, will be applied to fees and expenses.

The parties to the Depositary Agreement acknowledge and agree that the fees of Computershare are confidential information. As such, the parties to the Depositary Agreement agree not to disclose any such fees to any third party without Computershare’s prior written consent, save and except for disclosure (a) to the parties’ professional advisors, held to strict confidence; and (b) as required or otherwise compelled by law.

H-20

SCHEDULE E

GL&V – Arrangement

Tax Matrix

Payment Description : Distribution of New GLV Shares Sale of GL&V Shares

Rate : Payee’s EIN : Payee’s BIN :

A “X” indicates what tax is to be withheld from the payment and which slips and filings are to be made pursuant to the withholding or payment.

Tax to Withhold Tax Slips To Issue Jurisdiction T5 T3 R3 R? R18 NR4 NR4 Treaty Treaty T5008 1099B Federal Federal 10099D 10099D Québec Québec Section 116 Section 116 Section 116 IRS Back-up IRS Back-up Withholding W9 Withholding W8 Withholding

Canada Other than Québec X Québec X United States X X X X Foreign other than United States X X

Note: • Treaty Tax Rates are those in place between Canada and foreign jurisdictions. Where no treaty exists we will withhold 25%. • IRS Back-up Withholding pursuant to non-completion of a W9 will be withheld at a rate of 28%.

H-21

APPENDIX "I" – AUDITED BALANCE SHEET OF NEW GLV AS AT MAY 15, 2007

I-1 KPMG LLP Telephone(514)840-2100 Chartered Accountants Fax(514)840-2187 600deMaisonneuveBlvd.West Internetwww.kpmg.ca Suite1500 Montréal,QuébecH3A0A3

AUDITORS' REPORT TO THE SHAREHOLDER

We have audited the balance sheet of GLV Inc. as at May 15, 2007. This balance sheet is the responsibility of the Company's management. Our responsibility is to express an opinion on this balance sheet based on our audit.

We conducted our audit in accordance with Canadian generally accepted auditing standards. Those standards require that we plan and perform an audit to obtain reasonable assurance whether the balance sheet is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the balance sheet. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall balance sheet.

In our opinion, this balance sheet presents fairly, in all material respects, the financial position of the Company as at May 15, 2007 in accordance with Canadian generally accepted accounting principles.

(signed) KPMG LLP Chartered Accountants

Montréal, Canada June 18, 2007

I-1 KPMGLLP,aCanadianlimitedliabilitypartnershipistheCanadian memberfirmofKPMGInternational,aSwisscooperative. GLV Inc. Balance Sheet as at May 15, 2007 (In Canadian dollars)

2007 $

Cash 100

Shareholder's equity Share capital Authorized Class "A", voting and participating Class "B", non-voting, non-participating, ½ of 1% monthly non-cumulative dividend and preferential to Class "A" and "C" shares, redeemable at any time for the equivalent of the capital Class "C", non-voting, non-participating, 6% non-cumulative dividend and preferential to Class "A" shares, redeemable at any time for the equivalent of the capital

Issued 100 Class "A" shares 100

Subsequent events (Note 2)

The accompanying notes are an integral part of the balance sheet.

On behalf of the Board,

(signed) Laurent Verreault (signed) Pierre Seccareccia Director Director

I-2 GLV Inc. Notes to Balance Sheet as at May 15, 2007 (in Canadian dollars)

1 - NATURE OF OPERATIONS AND ORGANIZATION

On May 15, 2007, GLV Inc., a wholly-owned subsidiary of Groupe Laperrière & Verreault Inc. (“GL&V”) was incorporated under the Canadian Business Corporations Act. GLV Inc., was incorporated and organized for the purpose of receiving upon transfer the businesses and net assets of the Water Treatment and Pulp and Paper Groups, and the Manufacturing Unit (the “Retained Businesses”) of GL&V.

Corporate reorganization - carve-out of the retained businesses

(a) Arrangement with FLSmidth & Co. A/S

On April 20, 2007, GL&V announced that they had entered into an agreement with FLSmidth & Co. A/S ("FLS"), a Danish company whereby, through a court-approved plan of arrangement (the "Arrangement"), FLS will acquire all the outstanding Class "A" subordinate voting shares and Class "B" multiple voting shares of GL&V. In connection with the Arrangement, GL&V will transfer its Retained Businesses to GLV Inc., which will be seeking a listing on the TSX Exchange and that will be spun off to shareholders. Following the Arrangement, FLS will own 100% of the GL&V Process Group in exchange for a consideration of $840,000,000 in cash (equivalent to $33 per share) and the assumption of the net debt less $50,000,000 of net debt to be assumed by GLV Inc.

Pursuant to the Arrangement, each GL&V shareholder will receive a per-share consideration consisting of $33 in cash and one share of GLV Inc. Holders of Class "A" subordinate voting shares and Class "B" multiple voting shares of GL&V will receive respectively Class "A" subordinate voting shares and Class "B" multiple voting shares of GLV Inc. for each corresponding share held (see Note 2(a)).

The proposed Arrangement is subject to shareholders approval by a resolution approved by not less than 75% of the votes cast in each class of shares (Class "A" subordinate voting and Class "B" multiple voting) and GL&V expects to present the matter to its shareholders at a special meeting. The Arrangement is also subject to a number of conditions including approval by the Superior Court of Quebec, acceptance by the TSX Exchange and other regulatory approvals.

Prior to the Arrangement, the following, carve-out transactions will be completed by GL&V:

(i) GL&V and its subsidiaries will transfer to GLV Inc. or its subsidiaries the shares of Eimco Water Technologies LLC, Eimco Water Technologies Limited, Eimco Water Technologies Pty Ltd, Copa Limited, Copa Cornwall Limited, Copa Waste Water Controls Ltd, GL&V Singapore Pte Ltd, GL&V USA Inc., GL&V Sweden AB, GL&V India Private Limited, GL&V Process Equipment Private Limited and Norcan Insurance Co Ltd;

I-3 GLV Inc. Notes to Balance Sheet as at May 15, 2007 (in Canadian dollars)

1 - NATURE OF OPERATIONS AND ORGANIZATION (Continued)

(a) Arrangement with FLSmidth & Co. A/S (Continued)

(ii) GL&V and its subsidiaries will transfer to GLV Inc. or its subsidiaries substantially all of the operating assets and liabilities of GL&V Canada Inc.’s Water Treatment, Pulp and Paper and Manufacturing divisions, GL&V Brasil Ltd - Pulp and Paper division and Dorr-Oliver Eimco UK Ltd - Pulp and Paper division. Operating assets and liabilities related to the Retained Businesses, from other legal entities of GL&V group, will be transferred to GLV Inc.; the net assets value is estimated to be nominal.

(iii) GL&V and its subsidiaries will transfer to GLV Inc. or its subsidiaries the intangible assets related to the Pulp and Paper and Water Treatment Groups, and the assets and liabilities related to the corporate offices.

(iv) The transfer of the shares and the net assets as explained above will be in consideration for shares issued by GLV Inc. and payment in cash. The shares issued by GLV Inc. will be transferred to shareholders of GL&V as part of the Arrangement. The cash payment to GL&V, obtained from bank borrowing, will be equal to the aggregate of (i) $50,000,000 minus the excess of the debt over the cash and cash equivalents and temporary investments, or plus the excess of the cash and cash equivalents and temporary investments over the debt of GLV Inc. that will remain after the above described carve-out transactions and (ii) the other stock-based compensation calculated using the stock price of the Class A Subordinate voting shares at closing of the Arrangement less $33.00. The debt is defined by the bank indebtedness, the short- term portion of the long-term debt and the long-term portion of the long-term debt. (b) Credit facilities

As of April 19, 2007, GL&V obtained a fully underwritten and committed credit facility of $175,000,000 for its new subsidiary GLV Inc. from the National Bank of Canada (“NBC”) that will expire in July 2012. The credit facilities will consist of two secured non-reducing revolving credits totalling $175,000,000. Of that amount, $125,000,000 may be used to meet day-to-day financing requirements, issue letters of credit and finance business acquisitions. The remaining $50,000,000 may be used to issue letters of credit guaranteed by Export and Development Canada (‘’EDC’’). NBC and GLV Inc. will proceed to a syndication of the credit facilities with a banking syndicate and will negotiate an agreement with EDC that should reflect terms and conditions to those currectly in place with GL&V.

I-4 GLV Inc. Notes to Balance Sheet as at May 15, 2007 (in Canadian dollars)

2 - SUBSEQUENT EVENTS

(a) Modification to the share capital

On June 15, 2007, GLV Inc. modified its share capital as follows:

– Creation of unlimited number of Class "B" multiple voting shares, carrying 10 votes per share, participating, convertible into Class "A" subordinate voting shares;

– Creation of unlimited number of Class "A" subordinate voting shares, participating;

– Creation of unlimited number of preferred shares, issuable in series;

– Conversion of the 100 Class "A" shares into 100 Class "A" subordinate voting shares;

– Cancellation of Class "A", "B" and "C" shares.

(b) Stock option plan On June 18, 2007, the Board of Directors of GLV Inc. adopted a stock option plan (the “Plan”), which will enter into effect upon closing of the transaction. Under the Plan, the Board of Directors may grant options to purchase common shares to directors, officers, and employees. The maximum number of common shares that can be issued upon the exercise of options granted under the Plan, together with any common shares issued or reserved for issuance under any other share compensation arrangement which is then in place, shall represent a maximum of 10% of the outstanding shares at a given time.

The exercise price of options granted under the Plan is set at the time of the grant of options but cannot be less than the volume weighted average trading price of the Class A shares on the Toronto Stock Exchange for the five days immediately preceding the day on which an option is granted. The maximum period during which an option may be exercised is 10 years from the date on which it is granted. Options may not be exercised during the first year following the grant thereof. The Board of Directors will fix the term and vesting dates of the options.

In connection with, and subject to, completion of the Arrangement and obtention of all applicable regulator approvals, the Board of Directors will grant options to certain executives, officers, directors and employees. The exercise price of such options will be equal to the average trading price of the Class A shares on the Toronto Stock Exchange for the five days immediately following completion of the Arrangement and initial trading of GLV Inc.

I-5

APPENDIX "J" – PRO FORMA CONSOLIDATED BALANCE SHEET OF NEW GLV AS AT MARCH 31, 2007

J-1 KPMG LLP Telephone(514)840-2100 Chartered Accountants Fax(514)840-2187 600deMaisonneuveBlvd.West Internetwww.kpmg.ca Suite1500 Montréal,QuébecH3A0A3

COMPILATION REPORT ON PRO FORMA CONSOLIDATED BALANCE SHEET AND STATEMENT OF EARNINGS

To the Board of Directors of Groupe Laperrière & Verreault Inc.

We have read the accompanying unaudited pro forma consolidated balance sheet (as shown in Appendix J) and statement of earnings (as shown in Appendix K) of GLV Inc. (the “Company”) as at March 31, 2007 and have performed the following procedures:

1. Compared the figures in the column captioned “GLV Inc.” to the audited balance sheet of GLV Inc. as at May 15, 2007 and the figures in the column captioned “Carve-out Financial Statements” to the audited combined carve-out financial statements of Water Treatment Group, Pulp and Paper Group and Manufacturing Unit of Group Laperrière & Verreault Inc. as at March 31, 2007 and for the year then ended, and found them to be in agreement.

2. Made enquiries of certain officials of the Company who have responsibility for financial and accounting matters about:

(a) The basis for determination of the pro forma adjustments; and

(b) Whether the pro forma consolidated balance sheet and statement of earnings comply as to form in all material respects with the published requirements of Canadian Securities legislation.

The officials:

(a) Described to us the basis for determination of the pro forma adjustments, and

(b) Stated that the pro forma consolidated balance sheet and statement of earnings comply as to form in all material respects with the published requirements of Canadian Securities legislation.

3. Read the notes to the pro forma consolidated balance sheet and statement of earnings, and found them to be consistent with the basis described to us for determination of the pro forma adjustments.

4. Recalculated the application of the pro forma adjustments to the amounts in the columns captioned “GLV Inc.” and “Carve-out Financial Statements” as at March 31, 2007 and found the amounts in the column captioned “Pro forma” to be arithmetically correct.

J-1

KPMGLLP,aCanadianlimitedliabilitypartnershipistheCanadian memberfirmofKPMGInternational,aSwisscooperative. Page 2

A pro forma financial statement is based on management assumptions and adjustments which are inherently subjective. The foregoing procedures are substantially less than either an audit or a review, the objective of which is the expression of assurance with respect to management’s assumptions, the pro forma adjustments, and the application of the adjustments to the historical financial information. Accordingly, we express no such assurance. The foregoing procedures would not necessarily reveal matters of significance to the pro forma consolidated balance sheet and statement of earnings, and we therefore make no representation about the sufficiency of the procedures for the purposes of a reader of such statements.

(signed) KPMG LLP

Chartered Accountants

Montreal, Canada June 18, 2007

J-1.1 GLV Inc. Pro Forma Consolidated Balance Sheet As at March 31, 2007 (Unaudited) (in thousands of Canadian dollars)

Carve-out financial Pro forma GLV Inc. statements adjustments Notes Pro forma $ $ $ $ ASSETS Current assets Cash and cash equivalents - 20,399 462 3(c) 18,585 (2,276) 3(d) Temporary investments - 843 - 843 Accounts receivable - 130,944 (5,474) 3(c) 125,470 Inventories - 27,942 - 27,942 Contracts in progress, less progress billings - 59,088 - 59,088 Prepaid expenses - 5,068 - 5,068 Future income tax assets - 5,962 (388) 3(e) 5,574 - 250,246 (7,676) 242,570 Long-term investments and other - 6,644 (5,144) 3(b) 1,500 Property, plant and equipment - 42,010 - 42,010 Future income tax assets - 833 705 3(e) 1,538 Goodwill - 26,451 - 26,451 Intangible assets - 41,143 - 41,143 Other assets - 4,096 - 4,096 - 371,423 (12,115) 359,308

LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities Accounts payable and accrued liabilities - 121,916 (5,012) 3(c) 116,904 Income taxes payable - 1,119 - 1,119 - 123,035 (5,012) 118,023 Advances from companies under common control - 109,144 (109,144) 3(b) - Long-term debt - 1,206 70,498 3(a) 71,704 Other liabilities - 14,651 (2,276) 3(d) 12,375 Future income tax liabilities - 6,969 (906) 3(e) 6,063 - 255,005 (46,840) 208,165 Shareholders' equity Share capital - - 62,097 3(a) 166,097 104,000 3(b) Deficit - - (12,619) 3(a) (11,396) 1,223 3(e) Owner's net equity - 119,976 (119,976) 3(a) - Translation adjustment - (3,558) - (3,558) - 116,418 34,725 151,143 - 371,423 (12,115) 359,308

See accompanying notes to unaudited pro forma consolidated balance sheet.

On behalf of the Board,

(signed) Laurent Verreault Director

(signed) Pierre Seccareccia Director

J-2 GLV Inc. Notes to Pro Forma Consolidated Balance Sheet As at March 31, 2007 (Unaudited) (in thousands of Canadian dollars)

1 - BASIS OF PRESENTATION

On May 15, 2007, GLV Inc., a wholly-owned subsidiary of Groupe Laperrière Verreault Inc. (GL&V), was incorporated under the Canadian Business Corporations Act. GLV Inc. was incorporated and organized for the purpose of receiving upon transfer the businesses and net assets of the Water Treatment and Pulp and Paper Groups, and Manufacturing Unit (the “Retained Businesses”) of GL&V. The unaudited pro forma consolidated balance sheet gives effect to the carve-out of the Retained Businesses, which will occur immediately prior to the arrangement, through which FLSmidth & Co. A/S (“FLS”) will acquire GL&V (the "Arrangement") as described in note 1 to the audited balance sheet of GLV Inc. as at May 15, 2007, as if the transaction had taken place on March 31, 2007. The unaudited pro forma consolidated balance sheet has been prepared by management in accordance with Canadian generally accepted accounting principles (“GAAP”).

The unaudited pro forma consolidated balance sheet as at March 31, 2007 is based on the audited balance sheet of GLV Inc. as at May 15, 2007 and the audited combined carve-out financial statements of the Retained Businesses as at March 31, 2007.

The pro forma adjustments described in note 3 to the unaudited pro forma consolidated balance sheet are based upon the master carve-out agreement available information, estimates and certain assumptions that management believes are reasonable, as if such adjustments or transactions had taken place as at March 31, 2007.

The unaudited pro forma consolidated balance sheet should be read in conjunction with the audited balance sheet of GLV Inc. as at May 15, 2007 and the audited combined carve-out financial statements of the Retained Businesses as at March 31, 2007.

2 - CORPORATE REORGANIZATION – CARVE-OUT OF THE RETAINED BUSINESSES

Prior to the Arrangement describe in note 1 to the audited balance sheet of GLV Inc. as at May 15, 2007, the following carve-out transactions will be completed by GL&V.

(a) GL&V and its subsidiaries will transfer to GLV Inc. or its subsidiaries the shares of Eimco Water Technologies LLC, Eimco Water Technologies Limited, Eimco Water Technologies Pty Ltd, Copa Limited, Copa Cornwall Limited, Copa Waste Water Controls Ltd, GL&V Singapore Pte Ltd, GL&V USA Inc, GL&V Sweden AB, GL&V India Private Limited, GL&V Process Equipment Private Limited and Norcan Insurance Co Ltd;

(b) GL&V and its subsidiaries will transfer to GLV Inc. or its subsidiaries substantially all of the operating assets and liabilities of GL&V Canada Inc.'s Water Treatment, Pulp and Paper and Manufacturing divisions, GL&V Brasil Ltda - Pulp and Paper division and Dorr-Oliver Eimco UK Ltd - Pulp and Paper division. Operating assets and liabilities related to the Retained Businesses from other legal entities of GL&V group will be transferred to GLV Inc.; the net assets value is estimated to be nominal.

J-3 GLV Inc. Notes to Pro Forma Consolidated Balance Sheet As at March 31, 2007 (Unaudited) (in thousands of Canadian dollars)

2 - CORPORATE REORGANIZATION – CARVE-OUT OF THE RETAINED BUSINESSES (Continued)

(c) GL&V and its subsidiaries will transfer to GLV Inc. or its subsidiairies the intangible assets related to the Pulp and Paper and Water Treatment Groups, and the assets and liabilities related to the corporate offices.

(d) The transfer of the shares and the net assets as described above will be in consideration for shares issued by GLV Inc. and payment in cash. The shares issued by GLV Inc. will be transferred to shareholders of GL&V as part of the Arrangement. The cash payment to GL&V obtained from bank borrowing, will be equal to the aggregate of (i) $50,000,000 minus the excess of the debt over the cash and cash equivalents and temporary investments, or plus the excess of the cash and cash equivalents and temporary investments over the debt of GLV Inc. that will remain after the above described carve-out transactions and (ii) the other stock-based compensation calculated using the stock price of the Class A subordinated voting shares at closing of the Arrangement, less $33.00. The debt is defined by the bank indebtedness, the short term portion of the long-term debt and the long-term portion of the long-term debt.

3 - PRO FORMA ADJUSTMENTS

The unaudited pro forma consolidated balance sheet as at March 31, 2007 incorporates the following adjustments as if such adjustments or transactions had taken place as at March 31, 2007.

(a) Consideration for the transfer by GL&V of the businesses and net assets of the Water Treatment and Pulp and Paper Groups and Manufacturing Unit to GLV Inc., consisting of the issuance of 964,888 Class B multiple voting shares and 8,430,603 Class A subordinate voting shares at a value of $62,097,000 and the payment in cash of $70,498,000 obtained from bank borrowing for a total consideration of $132,595,000. As a common control transaction, it is recorded at the carrying amount. The difference of $12,619,000 between the consideration issued and paid by GLV Inc. and the owner's net equity is recorded as part of deficit.

(b) Subscription by GL&V for 1,642,471 Class B multiple voting shares and 14,350,818 Class A subordinate voting shares of GLV Inc. for a consideration of $104,000,000 payable by the cancellation of the advances from companies under common control and the advances to companies under common control.

(c) Collection of the accounts receivable from companies under common control in the amount of $5,474,000 and payment of the accounts payable to companies under common control in the amount of $5,012,000. The master carve-out agreement provides that all inter-company accounts receivable or payable between the GLV Group and the Retained Businesses shall have been repaid in full, on or prior to the carve-out closing date.

J-4 GLV Inc. Notes to Pro Forma Consolidated Balance Sheet As at March 31, 2007 (Unaudited) (in thousands of Canadian dollars)

3 - PRO FORMA ADJUSTMENTS (Continued)

(d) Payment to GL&V of the other stock based compensation in the amount of $2,276,000 is based on the allocation methodology used in the preparation of the combined carve-out financial statements. If the transaction would have occurred on June 15, 2007, the payment to GL&V would have been $2,675,000 based on the stock price of the Class A subordinate voting shares of GL&V on June 15, 2007 ($41.08) at closing of the day, less $33.00.

(e) Because the transactions are between companies under common control, they were recorded at the carrying amount in the unaudited pro forma consolidated balance sheet and at fair value for tax purposes. Net future income tax assets in the amount of $1,223,000 are recorded in the pro forma consolidated balance sheet as at March 31, 2007 for the deductible temporary difference between the carrying amounts and the tax basis of the net assets transferred by GL&V to GLV Inc. No future income tax asset is recognized on the deductible temporary differences related to the investment in the different subsidiaries transferred by GL&V to GLV Inc. because these differences are not expected to reverse in the foreseeable future.

J-5

APPENDIX "K" – PRO FORMA CONSOLIDATED STATEMENT OF EARNINGS OF NEW GLV FOR THE YEAR ENDED MARCH 31, 2007

K-1 GLV Inc. Pro Forma Consolidated Statement of Earnings Year ended March 31, 2007 (Unaudited) (in thousands of Canadian dollars)

Carve-out financial Pro forma GLV Inc. statements adjustments Notes Pro forma $$$ $ Revenues - 434,254 - 434,254 Cost of contracts and goods sold - 338,946 - 338,946 - 95,308 - 95,308

Selling expenses - 39,887 - 39,887 Administrative expenses - 31,720 - 31,720 - 71,607 - 71,607 Earnings before amortization, financial expenses and income taxes - 23,701 - 23,701 Amortization - 9,581 - 9,581 Earnings before financial expenses and income taxes - 14,120 - 14,120 Financial expenses - 2,902 (3,430) 2(a) 4,054 4,582 2(a) Earnings (loss) before income taxes - 11,218 (1,152) 10,066 Income taxes - 5,749 (288) 2(b) 5,461 Net earnings (loss) - 5,469 (864) 4,605

See accompanying notes to unaudited pro forma consolidated statement of earnings.

K-2 GLV Inc. Notes to Pro Forma Consolidated Statement of Earnings Year ended March 31, 2007 (Unaudited) (in thousands of Canadian dollars)

1 - BASIS OF PRESENTATION

The unaudited pro forma consolidated statement of earnings has been prepared by management in accordance with Canadian generally accepted accounting principles

The unaudited pro forma consolidated statement of earnings for the year ended March 31, 2007 is based upon the audited combined carve-out financial statements of the Water Treatment and Pulp and Paper Groups and Manufacturing Unit (the “Retained Businesses”) for the year ended March 31, 2007

The unaudited pro forma consolidated statement of earnings is not necessarily indicative of the results of operations that would have been realized for the year presented, not does it purport to project GLV Inc. results of operations for any future periods.

The pro forma adjustments are based upon the master carve-out agreement, available information, estimates and certain assumptions that the management of GLV Inc. believes are reasonable and which are described in note 2 to the unaudited pro forma consolidated statement of earnings. The adjustments reflect the transactions described hereafter as if such adjustments or transactions had taken place at the beginning of the year.

The unaudited pro forma consolidated statement of earnings should be read in conjunction with the audited combined carve-out financial statements of the Retained Businesses as at March 31, 2007.

2 - PRO FORMA ADJUSTMENTS

The unaudited pro forma consolidated statement of earnings as at March 31, 2007 incorporates the following adjustments:

(a) Interest on the new long-term debt in the amount of $70,498,000 as if the long term debt had been outstanding through the entire year in the amount of $4,582,000 based on an estimated interest rate of 6,5% and the reversal of the interest on advances from companies under common control in the amount of $3,430,000.

(b) Income tax deduction in the amount of $288,000 on the net increase in the financials expenses.

K-3

APPENDIX "L" – AUDITED COMBINED CARVE-OUT FINANCIAL STATEMENTS OF THE RETAINED BUSINESSES AS AT MARCH 31, 2007 AND FOR THE THREE YEAR PERIOD ENDED MARCH 31, 2007

L-1 KPMG LLP Telephone(514)840-2100 Chartered Accountants Fax(514)840-2187 600deMaisonneuveBlvd.West Internetwww.kpmg.ca Suite1500 Montréal,QuébecH3A0A3

Auditors' Report

To the Board of Directors of Groupe Laperrière & Verreault Inc.,

We have audited the combined carve-out balance sheets of the Water Treatment Group, the Pulp and Paper Group and the Manufacturing Unit of Groupe Laperrière & Verreault Inc. as at March 31, 2007 and 2006 and the combined carve-out statements of earnings, owner's net equity and cash flows for each of the years in the three-year period ended March 31, 2007. These financial statements are the responsibility of the management of Groupe Laperrière & Verreault Inc. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with Canadian generally accepted auditing standards. Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statements presentation.

In our opinion, these combined carve-out financial statements present fairly, in all material respects, the financial position of the Water Treatment Group, the Pulp and Paper Group and the Manufacturing Unit of Groupe Laperrière & Verreault Inc. as at March 31, 2007 and 2006 and the results of their operations and their cash flows for each of the years in the three-year period ended March 31, 2007 in accordance with Canadian generally accepted accounting principles.

(signed) KPMG LLP Chartered Accountants

Montréal, Canada June 15, 2007

L-2

KPMG LLP ,aCanadianlimitedliabilitypartnershipistheCanadi an memberfirmofKPMGInternational,aSwisscooperative. Water Treatment Group, Pulp and Paper Group and Manufacturing Unit Groupe Laperrière & Verreault Inc. Combined Carve-out Balance Sheets March 31, 2007 and 2006 (in thousands of dollars)

2007 2006 $ $ ASSETS Current assets Cash and cash equivalents 20,399 22,994 Temporary investments 843 817 Accounts receivable (Note 4) 130,944 78,532 Income taxes receivable - 218 Inventories (Note 5) 27,942 21,273 Contracts in progress, less progress billings (Note 6) 59,088 29,004 Prepaid expenses 5,068 1,421 Future income tax assets (Note 7) 5,962 4,316 250,246 158,575 Long-term investments and other (Note 8) 6,644 1,500 Property, plant and equipment (Note 9) 42,010 29,064 Future income tax assets (Note 7) 833 6,685 Goodwill (Note 10) 26,451 7,456 Intangible assets (Note 11) 41,143 11,025 Other assets (Note 12) 4,096 3,368 371,423 217,673 LIABILITIES AND INVESTED EQUITY Current liabilities Accounts payable and accrued liabilities (Note 13) 121,916 73,981 Income taxes payable 1,119 - Future income tax liabilities (Note 7) - 453 123,035 74,434 Advances from companies under common control (Note 14) 109,144 35,867 Long-term debt (Note 15) 1,206 - Other liabilities (Note 16) 14,651 12,463 Future income tax liabilities (Note 7) 6,969 411 255,005 123,175 Invested equity Owner's net equity 119,976 96,709 Translation adjustment (3,558) (2,211) 116,418 94,498 371,423 217,673 Commitments and guarantees (Note 27) Contingencies (Note 28)

See accompanying notes to the combined carve-out financial statements.

On behalf of the Board of Directors:

(signed) Laurent Verreault (signed) Pierre Monahan Director Director

L-3 Water Treatment Group, Pulp and Paper Group and Manufacturing Unit Groupe Laperrière & Verreault Inc. Combined Carve-out Statements of Earnings Years ended March 31, 2007, 2006 and 2005 (in thousands of dollars)

2007 2006 2005 $ $ $ Revenues 434,254 342,381 292,678 Cost of contracts and goods sold 338,946 268,970 228,148 95,308 73,411 64,530

Selling expenses 39,887 31,273 28,797 Administrative expenses 31,720 26,251 20,911 Restructuring costs (Note 18) - - 7,386 71,607 57,524 57,094 Earnings before amortization, financial expenses and income taxes 23,701 15,887 7,436 Amortization (Note 19) 9,581 5,056 5,198 Earnings before financial expenses and income taxes 14,120 10,831 2,238 Financial expenses (Note 20) 2,902 1,943 2,297 Earnings (loss) before income taxes 11,218 8,888 (59) Income taxes (Note 7) 5,749 2,934 (218) Net earnings 5,469 5,954 159

See accompanying notes to the combined carve-out financial statements.

L-4 Water Treatment Group, Pulp and Paper Group and Manufacturing Unit Groupe Laperrière & Verreault Inc. Combined Carve-out Statements of Owner's Net Equity Years ended March 31, 2007, 2006 and 2005 (in thousands of dollars)

2007 2006 2005 $ $ $ Owner's net equity, beginning of year 96,709 47,611 46,119 Net earnings 5,469 5,954 159 Contributed surplus relating to stock-based compensation (Note 17) 195 405 89 Net transactions with other group of Groupe Laperrière & Verreault Inc. 17,603 42,739 1,244 Owner's net equity, end of year 119,976 96,709 47,611

See accompanying notes to the combined carve-out financial statements.

L-5 Water Treatment Group, Pulp and Paper Group and Manufacturing Unit Groupe Laperrière & Verreault Inc. Combined Carve-out Statements of Cash Flows Years ended March 31, 2007, 2006 and 2005 (in thousands of dollars)

2007 2006 2005 $ $ $ Cash flows from (used in) operating activities: Net earnings 5,469 5,954 159 Non-cash items in net earnings (Note 21) 7,942 4,381 7,840 Net change in non-cash balances related to operations (net of the effect of business acquisitions) (Note 22) (35,662) 5,094 2,299 (22,251) 15,429 10,298

Cash flows from (used in) financing activities: Advances from companies under common control 68,935 5,131 (18,451) Repayment of long-term debt (2,814) - (62) Net transactions with other group of Groupe Laperrière & Verreault Inc. 17,074 41,792 3,050 83,195 46,923 (15,463)

Cash flows from (used in) investing activities: Business acquisitions (Note 23) (57,328) (22,116) - Business disposals (Note 23) 4,445 - - Change in temporary investments (26) 939 1,072 Advances to companies under common control (5,112) 506 88 Acquisition of property, plant and equipment (5,385) (4,040) (3,419) Disposal of property, plant and equipment 1,345 2,097 4,463 Net change in other assets (1,139) (2,168) (828) (63,200) (24,782) 1,376 Effect of translation adjustments on cash and cash equivalents (339) (3,264) 896 Net (decrease) increase in cash and cash equivalents (2,595) 34,306 (2,893) Cash and cash equivalents, beginning of year 22,994 (11,312) (8,419) Cash and cash equivalents, end of year 20,399 22,994 (11,312)

SUPPLEMENTAL INFORMATION Net interest paid 4,292 2,640 2,731 Income taxes paid 84 380 154

See accompanying notes to the combined carve-out financial statements.

L-6 Water Treatment Group, Pulp and Paper Group and Manufacturing Unit Groupe Laperrière & Verreault Inc. Notes to Combined Carve-out Financial Statements Years ended March 31, 2007, 2006 and 2005 (Tabular amounts in dollars are expressed in thousands.)

1 - NATURE OF OPERATIONS AND ORGANIZATION

On April 20, 2007, Groupe Laperrière Verreault Inc. ("GL&V") announced that it had entered into an agreement with FLSmidth & Co. A/S (“FLS”), a Danish company whereby, through a court-approved plan of arrangement (the “Arrangement”), FLS will acquire all the outstanding Class A subordinate voting shares and Class B multiple voting shares of GL&V. In connection with the Arrangement, GL&V will transfer its Water Treatment Group, Pulp and Paper Group and Manufacturing Unit ("Group" or "the retained businesses") into a new corporation (“GLV Inc.”) which will be seeking a listing on the TSX Exchange and that will be spun off to shareholders. Following the Arrangement, FLS will effectively own 100% of the GL&V’s Process Group in exchange for a consideration of $840,000,000 in cash (equivalent to $33 per share) and the assumption of the net debt less $50,000,000 of net debt to be assumed by GLV Inc.

Pursuant to the Arrangement, each GL&V shareholder will receive a per-share consideration consisting of $33 in cash and one share of GLV Inc. Holders of Class A subordinate voting shares and Class B multiple voting shares of GL&V will receive respectively Class A subordinate voting shares and Class B multiple voting shares of GLV Inc. for each corresponding share held.

The proposed Arrangement is subject to shareholder approval by resolution approved by no less than 75% of the votes cast in each class of shares (Class A subordinate voting and Class B multiple voting) and GL&V expects to present the matter to its shareholders at a special meeting. The Arrangement is also subject to a number of conditions including approval by the Superior Court of Quebec, acceptance by the TSX Exchange and other regulatory approvals.

The Pulp and Paper Group specializes in the design and marketing of equipment used in various stages of pulp and paper production, notably chemical pulping, pulp preparation and sheet formation, and is a recognized leader in rebuilding, upgrading and optimization services for existing pulp and paper equipment. The Water Treatment Group specializes in the development and marketing of equipment for the treatment of municipal and industrial wastewater, drinking water and process water used in various industrial processes, as well as water intake screening solutions for power stations and refineries. Finally, the Manufacturing Unit specializes in the production of large custom-made parts for external customers involved mainly in the pulp and paper and energy sectors, as well as for other units that will not be transferred to GLV Inc.

Prior to the Arrangement, the following carve-out transactions will be completed: i) GL&V and its subsidiaries will transfer to GLV Inc. or its subsidiaries the shares of Eimco Water Technologies LLC, Eimco Water Technologies Limited, Eimco Water Technologies Pty Ltd, Copa Limited, Copa Cornwall Limited, Copa Waste Water Controls Ltd, GL&V Singapore Pte Ltd, GL&V USA Inc, GL&V Sweden AB, GL&V India Private Limited, GL&V Process Equipment Private Limited and Norcan Insurance Co Ltd;

L-7 Water Treatment Group, Pulp and Paper Group and Manufacturing Unit Groupe Laperrière & Verreault Inc. Notes to Combined Carve-out Financial Statements Years ended March 31, 2007, 2006 and 2005 (Tabular amounts in dollars are expressed in thousands.)

1 - NATURE OF OPERATIONS AND ORGANIZATION (Continued) ii) GL&V and its subsidiaries will transfer to GLV Inc. or its subsidiaries substantially all of the operating assets and liabilities of GL&V Canada Inc.’s Water Treatment, Pulp and Paper and Manufacturing divisions, GL&V Brasil Ltda - Pulp and Paper division and Dorr-Oliver Eimco UK Ltd - Pulp and Paper division. Operating assets and liabilities related to the Retained Businesses from other legal entities of GL&V group will be transferred to GLV Inc.; and the net assets value is estimated to be nominal. iii) GL&V and its subsidiaries will transfer to GLV Inc. or its subsidiaries the intangible assets related to the Pulp and Paper and Water Treatment Groups and the assets and liabilities related to the corporate offices. iv) The transfer of the shares and the net assets as described above will be in consideration for the shares issued by GLV Inc. and payment in cash. The shares issued by GLV Inc. will be transferred to shareholders of GL&V as part of the Arrangement. The cash payment to GL&V obtained from bank borrowing, will be equal to the aggregate of (i) $50,000,000 minus the excess of the debt over the cash and cash equivalents and temporary investments, or plus the excess of the cash and cash equivalents and temporary investments over the debt of GLV Inc. that will remain after the above described carve-out transactions and (ii) the other stock-based compensation calculated using the stock price of class "A" subordinate voting shares at closing of the Arrangement less $33.00. The debt is defined as the bank indebtedness, the short-term portion of the long-term debt and the long-term portion of the long-term debt.

Transitional Services Agreement Transitional Services The Transitional Services Agreement will provide that (i) GLV Inc. shall and shall cause its subsidiaries to provide GL&V and its subsidiaries during the transitional period (as defined below) with certain specific services and administrative, corporate, operational and support services required to carry on the Process Group business substantially as it was carried on prior to the Arrangement and that (ii) GL&V shall cause its subsidiaries to provide GLV Inc. and its subsidiaries during the transitional period with certain services and administrative, corporate, operational and support services required to carry on the retained businesses substantially as they were carried on prior to the carve-out closing date.

Fees The Transitional Services Agreement will provide that the person receiving the transitional services will pay to the provider of such services the actual cost of the services provided, subject to any particular fees specifically agreed to in the Transitional Services Agreement.

L-8 Water Treatment Group, Pulp and Paper Group and Manufacturing Unit Groupe Laperrière & Verreault Inc. Notes to Combined Carve-out Financial Statements Years ended March 31, 2007, 2006 and 2005 (Tabular amounts in dollars are expressed in thousands.)

1 - NATURE OF OPERATIONS AND ORGANIZATION (Continued)

Transitional period The Transitional Services Agreement will have a term of six months ("transitional period"), subject to the right of the party receiving the transitional services to terminate the Transitional Services Agreement in whole, or only in respect of selected services provided, upon a 30-day prior written notice.

2 - BASIS OF PRESENTATION AND METHODS OF ALLOCATION

The combined carve-out financial statements are presented using Canadian generally accepted accounting principles ("GAAP") and have been derived from the accounting records of GL&V using the historical cost basis of assets and liabilities and historical results of operations of the retained businesses.

These combined carve-out financial statements have been prepared on a basis that management believes to be reasonable and appropriate and include the historical balance sheets, results of operations, and cash flows of each division and/or legal entity included in the Group operations, as well as the necessary allocations described below. However, the combined carve-out financial statements may not necessarily reflect the Group's results of operations, financial position and cash flows in the future or what their results of operations, financial position and cash flows would have been had the Group been a stand-alone company during the periods presented. As these carve-out financial statements represent a portion of the businesses of GL&V which were not organized in a single separate legal entity, the net assets of the Group have been reflected as GL&V’s owner's net equity in the retained businesses. GL&V’s owner's net equity in the retained businesses include the accumulated earnings of the retained businesses as well as the effect of net cash transfers related to cash management functions performed by GL&V and investing decision in the Group by GL&V.

The combined carve-out financial statements include the direct revenue, costs and expenses that are solely attributable to the activities of the Water Treatment Group, Pulp and Paper Group and Manufacturing unit.

L-9 Water Treatment Group, Pulp and Paper Group and Manufacturing Unit Groupe Laperrière & Verreault Inc. Notes to Combined Carve-out Financial Statements Years ended March 31, 2007, 2006 and 2005 (Tabular amounts in dollars are expressed in thousands.)

2 - BASIS OF PRESENTATION AND METHODS OF ALLOCATION (Continued)

The combined carve-out financial statements also reflect allocations of certain corporate expenses, assets and liabilities of GL&V including the items described below.

(a) General corporate expenses: GL&V has allocated most of selling and administrative expenses of the corporate office to the retained businesses on the basis of the percentage of revenues generated. Such allocated costs include human resources, legal, treasury, insurance, finance, taxation, marketing, accounting, strategy, investor's relations and public affairs. The costs allocated are not necessarily indicative of the costs that would have been incurred if the retained businesses had performed the functions as a stand-alone company, nor are they indicative of costs that will be incurred in the future. Assuming the reorganisation and transfer of business described in Note 1 is completed, the Group will perform these functions using its own resources or purchased services.

(b) Bonus expenses: Bonus expenses of GL&V's corporate office employees are allocated on the basis of earnings before restructuring costs, amortization, financial expenses and income taxes of each combined entity. These expenses are not necessarily indicative of what the expenses would have been had the Group been a separate stand-alone company during the years presented.

(c) Stock options and other stock-based compensation plans: Stock option expense and other stock-based compensation expense in the combined carve-out statements of earnings include the expenses related to the fair value of awards held by the employees of the Group as well as an allocation based on earnings before restructuring costs, amortization, financial expenses and income taxes of each combined entity, for GL&V's corporate office employees during the years presented. These expenses are not necessarily indicative of what the expenses would have been had the Group been a separate stand-alone company during the years presented.

(d) Pension plan: One entity being part of the Group has pension obligations. The pension plan is managed separately and the related assets, liabilities and costs are included in the combined carve-out financial statements.

L-10 Water Treatment Group, Pulp and Paper Group and Manufacturing Unit Groupe Laperrière & Verreault Inc. Notes to Combined Carve-out Financial Statements Years ended March 31, 2007, 2006 and 2005 (Tabular amounts in dollars are expressed in thousands.)

2 - BASIS OF PRESENTATION AND METHODS OF ALLOCATION (Continued)

(e) Interest expense: Several entities of the Group obtained short and long-term financing from other entities of GL&V that will not be transferred to the Group.

Historically, GL&V has incurred third party debt at the parent level and provided certain financing to the Group. This financing is reflected in the combined carve-out balance sheets within the advances from companies under common control and is interest bearing as described in Note 14 – Advances from companies under common control. The combined carve-out financial statements do not include any allocation of additional interest expense of GL&V. The Group's interest expense as a stand-alone company may be higher or lower than reflected in the combined carve-out statements of earnings.

(f) Incomes taxes: Income taxes are calculated as if all of the Group’s operations had been separate tax paying legal entities, each filing a separate tax return in its local tax jurisdiction. Future income tax assets and liabilities are included in the combined carve-out financial statements when corporate entities are expected to be transferred to the Group as a stand-alone entity. When assets and liabilities relating to the Group are expected to be transferred by another company of GL&V, it is assumed that the basis of the assets and liabilities transferred equals their carrying value. Future income tax assets and liabilities may have to be recorded when the actual transfers are made.

(g) Cash management: Cash and cash equivalents in the combined carve-out financial statements are comprised of the cash and cash equivalents of corporate entities part of the Group. Historically, GL&V has performed cash management functions on behalf of certain units that are part of the Group. The non-interest bearing financing from GL&V to the Group were accounted for as owner's net equity. Subsequent to the spin-off, the Group will be responsible for its own cash management functions.

(h) Derivative financial instruments: The Group primarily enters into derivative contracts to manage its foreign currency. These contracts are recorded at their fair value on the combined carve-out balance sheets. Changes in the fair value and gains or losses on these contracts are recorded in the combined carve-out statements of earnings.

(i) Earnings per share: The Group is not a separate legal entity with outstanding common shares. Therefore, historical earnings per share have not been presented in the combined carve-out financial statements.

L-11 Water Treatment Group, Pulp and Paper Group and Manufacturing Unit Groupe Laperrière & Verreault Inc. Notes to Combined Carve-out Financial Statements Years ended March 31, 2007, 2006 and 2005 (Tabular amounts in dollars are expressed in thousands.)

3 - SIGNIFICANT ACCOUNTING POLICIES

(a) Principles of combination: These combined carve-out financial statements include the assets and liabilities of each division and/or legal entity included in the Water Treatment and Pulp and Paper Groups and Manufacturing Unit.

(b) Foreign currency translation: The financial statements of self-sustaining foreign operations are translated using the rate in effect at the balance sheet date for assets and liabilities and the average rates during the year for revenues and expenses. Differences resulting from this translation are deferred and recorded under a separate heading of invested equity and are only included in earnings when there has been a reduction in the investment in these foreign operations.

Transactions in foreign currencies are translated using the temporal method. Exchange gains and losses are included in financial expenses.

(c) Cash and cash equivalents: Cash and cash equivalents include cash and investments having an initial term of three months or less from the acquisition date and are recorded at cost, which approximates fair value.

(d) Temporary investments: Temporary investments are recorded at the lower of cost and market value. Temporary investments consist of term deposits bearing interest at annual rates of 3.9% and maturing in April 2007.

(e) Inventories: Raw materials are recorded at the lower of average cost and replacement cost. Finished goods are recorded at the lower of average cost and net realizable value.

(f) Long-term investments: Long-term investments are carried at cost. In the event of a decline in value which is considered to be other than temporary, the investment is written down to its estimated realizable value and the loss is charged to earnings.

L-12 Water Treatment Group, Pulp and Paper Group and Manufacturing Unit Groupe Laperrière & Verreault Inc. Notes to Combined Carve-out Financial Statements Years ended March 31, 2007, 2006 and 2005 (Tabular amounts in dollars are expressed in thousands.)

3 - SIGNIFICANT ACCOUNTING POLICIES (Continued)

(g) Property, plant and equipment: Property, plant and equipment are recorded at cost. Amortization is provided for using the straight-line method over the following periods: Periods

Buildings 20 years Equipment, moulds, furniture and fixtures 5 to 10 years Computer hardware and software 3 to 10 years Leasehold improvements Term of lease

(h) Deferred government assistance and investment tax credits: Deferred government assistance and investment tax credits relating to property, plant and equipment and development costs are recorded using the cost reduction method and amortized on the same basis as the related assets.

(i) Goodwill: Goodwill represents the excess of the purchase price over the fair value of net assets of acquired businesses. Goodwill is not amortized and is tested for impairment annually, or more frequently if events or changes in circumstances indicate that the asset might be impaired. When the carrying amount of a reporting unit’s goodwill exceeds the implied fair value of the goodwill, an impairment loss is recognized in an amount equal to the excess and is presented as a separate line item in the statement of earnings before extraordinary items and discontinued operations.

(j) Intangible assets and other assets: Intangible assets include technologies, trademarks, customer relations, non-compete agreements and backlog. Intangible assets are recorded at cost and are amortized on a straight-line basis over the following periods: Periods

Technologies 10 to 20 years Trademarks 20 years Customer relations 5 to 10 years Non-compete agreements 3 to 5 years Backlog 2 years

The weighted average useful life of intangible assets was 16 years in 2007 (10 years in 2006).

L-13 Water Treatment Group, Pulp and Paper Group and Manufacturing Unit Groupe Laperrière & Verreault Inc. Notes to Combined Carve-out Financial Statements Years ended March 31, 2007, 2006 and 2005 (Tabular amounts in dollars are expressed in thousands.)

3 - SIGNIFICANT ACCOUNTING POLICIES (Continued)

Development expenses include costs relating to specific projects, net of income tax credits, which, in the Group's opinion, have a specific market in the future. These expenses are deferred and amortized on a straight-line basis over a period of three to five years. All other research and development expenses are expensed in the year they are incurred. The research and development expenses (revenues) amounted to ($107,000) in 2007, $491,000 in 2006 and $812,000 in 2005 and are presented in administrative expenses in the statement of earnings.

(k) Impairment of long-lived assets: Accounting for the potential impairment of long-lived assets held for use is a two-step process with the first step determining when impairment should be recognized, and the second step measuring the amount of the impairment. An impairment loss is recognized when the carrying amount of an asset held for use exceeds the sum of the undiscounted cash flows expected from its use and eventual disposition. The loss is measured at the amount by which the asset’s carrying amount exceeds its fair value.

(l) Asset retirement obligations: The fair value of the future removal obligations on assets is recorded as a liability on a discounted basis when it is incurred and an asset retirement cost of the equivalent amount is capitalized to their assets. The obligation is discounted using the GL&V’s credit-adjusted risk-free rate and is reviewed periodically to reflect the passage of time and changes in the estimated future costs underlying the obligation. The Group amortizes the asset retirement cost capitalized to property, plant and equipment over the estimated remaining useful life of the assets and recognizes an annual accretion expense in connection with the discounted liability.

(m) Income taxes: The Group follows the asset and liability method of accounting for income taxes. Under this method, future income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Future income tax assets and liabilities are measured using enacted or substantively enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect on future income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enacted or substantively enacted date. Future income tax assets are recognized and, if realization is not considered "more likely than not", a valuation allowance is provided.

L-14 Water Treatment Group, Pulp and Paper Group and Manufacturing Unit Groupe Laperrière & Verreault Inc. Notes to Combined Carve-out Financial Statements Years ended March 31, 2007, 2006 and 2005 (Tabular amounts in dollars are expressed in thousands.)

3 - SIGNIFICANT ACCOUNTING POLICIES (Continued)

(n) Revenue recognition: The Group uses the completed contract method to record contract revenue other than revenue from long-term contracts for which it uses the percentage-of-completion method. The percentage of completion is determined using the cost-to-cost method, which consists in comparing the costs incurred over total expected costs according to the Group's estimates. The full amount of losses is recorded once it can be estimated. Contracts in progress include direct labour, materials and overhead costs plus any estimated margin on such costs. Progress billings are presented as a reduction of the costs incurred on the contracts in progress.

Revenues from the sale of spare parts and from after sales services are recognized when services are provided or upon delivery.

(o) Pension plan: Pension costs are determined using actuarial methods and are funded through contributions determined in accordance with the projected benefit method prorated on service as future salary levels affect the amount of future benefits. Pension expense is charged to earnings and includes:

– The cost of pension benefits provided in exchange for employees’ services rendered during the year;

– The amortization of the initial net transition obligation on a straight-line basis over the expected average remaining service life of the active employees covered by the plan;

– The amortization of prior service costs and amendments on a straight-line basis over the expected average remaining service life of the active employees covered by the plan;

– The interest cost of pension obligations and the expected return on plan assets. For the purpose of calculating the expected return on plan assets, those assets are valued at fair value;

– The amortization of cumulative unrecognized net actuarial gains and losses in excess of 10% of the greater of the benefit obligation or fair value of plan assets over the expected average remaining service life of active employees covered by the plan; and

– When an event gives rise to both a curtailment and a settlement, the curtailment is accounted for prior to the settlement.

L-15 Water Treatment Group, Pulp and Paper Group and Manufacturing Unit Groupe Laperrière & Verreault Inc. Notes to Combined Carve-out Financial Statements Years ended March 31, 2007, 2006 and 2005 (Tabular amounts in dollars are expressed in thousands.)

3 - SIGNIFICANT ACCOUNTING POLICIES (Continued)

(p) Environmental expenditures: Environmental expenditures that relate to current operations are expensed or capitalized as appropriate. Expenditures that relate to an existing condition caused by past operations and which are not expected to contribute to current or future operations are expensed. Liabilities are recorded when environmental assessments and/or remedial efforts are likely, and when the costs, based on a specific plan of action in terms of the technology to be used and the extent of the corrective action required, can be reasonably estimated.

(q) Stock-based compensation: The Group uses the fair value based method of accounting for all stock options granted to its employees, whereby a compensation expense is recognized over the vesting period of the options. As explained in Note 2, the combined carve-out financial statements include stock-based compensation related to stock options granted by GL&V to employees of the Group and an allocation for GL&V's corporate office employees.

On April 1, 2003, the Group adopted prospectively the fair value based method of accounting for stock-based compensation. Prior to that date, the Company, as permitted by Section 3870 of the CICA Handbook, had chosen to continue using the settlement based method and no compensation cost was recorded on the grant of stock options to employees.

(r) Derivative financial instruments: The Group is exposed to market risks relating to currency fluctuations. To reduce these risks, it uses derivative financial instruments, such as forward exchange contracts. The Group does not hold or issue any derivative financial instruments for speculative purposes. The derivative financial instruments are subject to normal credit terms and conditions, financial controls and management and risk monitoring procedures. In management's opinion, none of the parties to the existing financial instruments is expected to default on their obligations since they are large multinational financing institutions. Those financial instruments are marked to market every period.

L-16 Water Treatment Group, Pulp and Paper Group and Manufacturing Unit Groupe Laperrière & Verreault Inc. Notes to Combined Carve-out Financial Statements Years ended March 31, 2007, 2006 and 2005 (Tabular amounts in dollars are expressed in thousands.)

3 - SIGNIFICANT ACCOUNTING POLICIES (Continued)

(s) Use of estimates: The preparation of financial statements in conformity with Canadian generally accepted accounting principles requires the use of estimates and assumptions that affect the amounts of the assets and liabilities reported, the related revenue and expense items, and disclosure of contingent assets and liabilities. The significant sections of the financial statements which require the use of estimates include the determination of future costs related to contracts in progress, warranty, claims, obsolescence provisions, the useful life of assets for the purposes of computing amortization and the evaluation of future cash flows generated by the assets, the determination of the fair value of the assets acquired and liabilities assumed in a business combination, the fair value of goodwill, provision for income taxes and the component of the future tax assets and liabilities, the pension liability and the determination of the fair value of financial instruments. Consequently, it is possible that changes in future conditions in the year could require a change in the recognized amounts.

4 - ACCOUNTS RECEIVABLE 2007 2006 $ $ Trade 105,399 62,466 Holdbacks on contracts 11,592 7,916 Companies under common control 5,474 5,355 Price adjustment receivable (Note 23) 688 - Other 7,791 2,795 130,944 78,532

5 - INVENTORIES 2007 2006 $ $ Raw materials 10,542 9,197 Finished goods 17,400 12,076 27,942 21,273

6 - CONTRACTS IN PROGRESS, LESS PROGRESS BILLINGS 2007 2006 $ $ Contracts in progress 181,836 144,591 Progress billings (122,748) (115,587) 59,088 29,004

L-17 Water Treatment Group, Pulp and Paper Group and Manufacturing Unit Groupe Laperrière & Verreault Inc. Notes to Combined Carve-out Financial Statements Years ended March 31, 2007, 2006 and 2005 (Tabular amounts in dollars are expressed in thousands.)

7 - INCOME TAXES

The domestic and international components of earnings before income taxes are as follows:

2007 2006 2005 $ $ $ Domestic 4,889 5,694 5,063 International 6,329 3,194 (5,122) 11,218 8,888 (59)

The total income tax expense is as follows: 2007 2006 2005 $ $ $ Current Domestic 2,025 2,727 1,740 International 1,793 2,592 929 3,818 5,319 2,669 Future Domestic (30) (692) (266) International 1,961 (1,693) (2,621) 1,931 (2,385) (2,887) 5,749 2,934 (218)

The domestic statutory tax rate is 33.78% (33,27% in 2006 and 33.17% in 2005). The following table reconciles the difference between income taxes computed at the above-mentioned domestic statutory tax rate and the total income tax expense: 2007 2006 2005 $ $ $ Income taxes computed at the domestic statutory tax rate 3,789 2,957 (20) Impact of foreign tax rate differences (1,614) (597) (1,051) 2,175 2,360 (1,071) Increase (decrease) resulting from: American state taxes and other local taxes 84 537 128 Permanent differences 183 260 106 Change in valuation allowance 3,254 (815) 62 Other 53 592 557 3,574 574 853 Income taxes 5,749 2,934 (218)

L-18 Water Treatment Group, Pulp and Paper Group and Manufacturing Unit Groupe Laperrière & Verreault Inc. Notes to Combined Carve-out Financial Statements Years ended March 31, 2007, 2006 and 2005 (Tabular amounts in dollars are expressed in thousands.)

7 - INCOME TAXES (Continued)

The tax effects of significant items comprising the Group's net future tax assets are as follows:

2007 2006 $ $ Future income tax assets: Loss carryforwards 8,661 5,978 Provision for future compensation 2,382 1,406 Other liabilities 3,580 2,843 Acquisition costs related to business acquisitions 3,707 3,208 18,330 13,435 Valuation allowance (4,056) (671) 14,274 12,764 Future income tax liabilities: Property, plant and equipment (1,004) (1,160) Intangible assets (11,479) - Other (1,965) (1,467) (14,448) (2,627) Net future income tax assets (liabilities) (174) 10,137

The current and long-term future tax assets and liabilities are as follows:

2007 2006 $ $ Future income tax assets: Current 5,962 4,316 Long-term 833 6,685 6,795 11,001 Future income tax liabilities: Current - (453) Long-term (6,969) (411) (6,969) (864) Net future income tax assets (liabilities) (174) 10,137

L-19 Water Treatment Group, Pulp and Paper Group and Manufacturing Unit Groupe Laperrière & Verreault Inc. Notes to Combined Carve-out Financial Statements Years ended March 31, 2007, 2006 and 2005 (Tabular amounts in dollars are expressed in thousands.)

7 - INCOME TAXES (Continued)

The amounts for 2007, 2006, 2005 and 2004 reflected in the table above include valuation allowances of $4,056,000, $671,000, $896,000 and $839,000, respectively. The valuation allowances are mainly related to the benefits resulting from the operating loss carryforwards for which the realization is not considered more likely than not. The increase in the valuation allowances between 2007 and 2006 is explained by an amount of $3,254,000 recorded as income taxes in the combined statements of earnings. The net variation in the valuation allowance between 2006 and 2005 is explained by an amount of $671,000 due to business acquisitions and a decrease of $815,000 recorded in income taxes in the combined statements of earnings. The increase in the valuation allowances between 2005 and 2004 is explained by an amount of $62,000 recorded as income taxes in the combined statements of earnings.

As at March 31, 2007, the Group had operating loss carryforwards for income tax purposes available to reduce taxable income of $2,107,000 expiring from 2012 to 2026. The Group had operating losses of $27,529,000 which can be carried forward indefinitely.

The Group has not recognized a tax liability for the retained earnings of its subsidiaries in the current and prior years because the Group currently does not expect the retained earnings to become taxable in the foreseeable future.

8 - LONG-TERM INVESTMENTS AND OTHERS 2007 2006 $ $ Investments, at cost: Shares of private company 1,500 1,500 Advances to companies under common control, without interest and repayment terms 5,144 - 6,644 1,500

9 - PROPERTY, PLANT AND EQUIPMENT 2007 Accumulated Unamortized Cost amortization cost $ $ $ Land 5,525 - 5,525 Buildings 21,427 5,108 16,319 Equipment, moulds, furniture and fixtures 31,100 15,899 15,201 Computer hardware and software 10,576 6,262 4,314 Leasehold improvements 1,339 388 951 Deferred government assistance and investment tax credits (1,101) (801) (300) 68,866 26,856 42,010

L-20 Water Treatment Group, Pulp and Paper Group and Manufacturing Unit Groupe Laperrière & Verreault Inc. Notes to Combined Carve-out Financial Statements Years ended March 31, 2007, 2006 and 2005 (Tabular amounts in dollars are expressed in thousands.)

9 - PROPERTY, PLANT AND EQUIPMENT (Continued)

2006 Accumulated Unamortized Cost amortization cost $ $ $ Land 3,945 - 3,945 Buildings 19,848 6,823 13,025 Equipment, moulds, furniture and fixtures 27,102 17,417 9,685 Computer hardware and software 8,969 6,235 2,734 Deferred government assistance and investment tax credits (1,101) (776) (325) 58,763 29,699 29,064

In 2006, the Group put a building up for sale and recorded an impairment for an amount of $1,194,000. The impairment charge is presented in administrative expenses in the statement of earnings.

10 - GOODWILL Balance as at Business Translation Balance as at March 31, 2006 acquisitions adjustment March 31, 2007 $ $ $ $ Pulp & Paper Group 2,452 1,050 215 3,717 Water treatment Group 5,004 16,515 1,215 22,734 7,456 17,565 1,430 26,451

Balance as at Business Translation Balance as at March 31, 2005 acquisitions adjustment March 31, 2006 $ $ $ $ Pulp & Paper Group 2,606 - (154) 2,452 Water Treatment Group 4,520 631 (147) 5,004 7,126 631 (301) 7,456

L-21 Water Treatment Group, Pulp and Paper Group and Manufacturing Unit Groupe Laperrière & Verreault Inc. Notes to Combined Carve-out Financial Statements Years ended March 31, 2007, 2006 and 2005 (Tabular amounts in dollars are expressed in thousands.)

11 - INTANGIBLES ASSETS

Balance as at Business Translation Balance as at March 31, 2006 acquisitions Dispositions Amortization adjustment March 31, 2007 $ $ $ $ $ $ Technologies 11,025 16,750 (799) (722) 997 27,251 Trademarks - 6,408 (342) (223) 378 6,221 Customer relations - 5,669 - (875) 541 5,335 Non-compete agreements - 741 - (124) 23 640 Backlog - 3,321 - (1,829) 204 1,696 11,025 32,889 (1,141) (3,773) 2,143 41,143

Balance as at Business Translation Balance as at March 31, 2005 acquisitions Acquisitions Amortization adjustment March 31, 2006 $ $ $ $ $ $ Technologies 3,210 6,869 1,858 (728) (184) 11,025

L-22 Water Treatment Group, Pulp and Paper Group and Manufacturing Unit Groupe Laperrière & Verreault Inc. Notes to Combined Carve-out Financial Statements Years ended March 31, 2007, 2006 and 2005 (Tabular amounts in dollars are expressed in thousands.)

12 - OTHER ASSETS 2007 2006 $ $ Development costs 3,474 2,719 Other 622 649 4,096 3,368

13 - ACCOUNTS PAYABLE AND ACCRUED LIABILITIES 2007 2006 $ $ Trade 54,800 27,138 Accrued liabilities 50,281 36,389 Companies under common control 5,012 3,762 Other 11,823 6,692 121,916 73,981

14 - ADVANCES FROM COMPANIES UNDER COMMON CONTROL 2007 2006 $ $ GL&V Management Hungary Kft Loan payable of US$710,000 (US$1,563,000 in 2006), bearing interest at 8% (6% in 2006), payable in variable quarterly instalments, maturing in June 2008 819 1,824 Loans payable of US$6,762,000 (US$262,000 in 2006), bearing interest at 6% and 6,66% (6% in 2006), without repayment terms 7,796 306 Loans payable of GBP 10,811,000, bearing interest at 5.75%, without repayment terms 24,538 -

GL&V Canada Inc. Loan payable of US$675,000 (US$762,000 in 2006), bearing interest at 6-month LIBOR plus 2% (7.37% ; 7.32% in 2006), payable in semi-annual instalments of US$75,000 starting in December 2007, maturing in December 2012 778 890 Loan payable of US$900,000, bearing interest at 6-month LIBOR plus 2%, (7.37%), payable in semi-annual instalments of US$90,000 starting in June 2008, maturing in December 2012 1,038 - Loan bearing interest at 6%, without repayment terms 14,883 15,146

L-23 Water Treatment Group, Pulp and Paper Group and Manufacturing Unit Groupe Laperrière & Verreault Inc. Notes to Combined Carve-out Financial Statements Years ended March 31, 2007, 2006 and 2005 (Tabular amounts in dollars are expressed in thousands.)

14 - ADVANCES FROM COMPANIES UNDER COMMON CONTROL (Continued)

2007 2006 $ $ Dorr-Oliver Eimco UK Loan payable of €1,700,000, bearing interest at 6.75% (6.5% in 2006), without repayment terms 2,621 2,409 Loans payable of GBP 6,015,000, bearing interest at 5.75%, without repayment terms 13,650 -

GL&V International Inc. Loan payable of US$3,650,000, without interest until March 2008 (6% in 2006) or repayment terms 4,209 4,260 Loans payable of SEK18,482,000 (SEK 73,451,000 in 2006), bearing interest at 6.75%, without repayment terms 3,052 11,032 Loan payable of SEK73,451,000, without interest until March 2008 or repayment terms 12,127 -

GL&V Financing, LLC Loan payable of US$20,500,000, bearing interest at 6.66 %, without repayment terms 23,633 - 109,144 35,867

As of April 19, 2007, GL&V obtained a fully underwritten and committed credit facility of $175,000,000 for its new subsidiary, GLV Inc., from the National Bank of Canada (“NBC”) that will expire in July 2012. The credit facilities will consist of two secured non-reducing revolving credits totalling $175,000,000. Of that amount, $125,000,000 may be used to meet day-to-day financing requirements, issue letters of credit and finance business acquisitions. The remaining $50,000,000 may be used to issue letters of credit guaranteed by Export and Development Canada (‘’EDC’’). NBC and GLV Inc. will proceed to a syndication of the credit facilities with a banking syndicate and will negociate an agreement with EDC that should reflect terms and conditions to those currently in place with GL&V.

In the course of the carve-out transactions, as described in note 1, the advances from companies under common control will be either converted into share capital of GLV Inc or paid in cash. The credit facilities will be used for the cash payment to GL&V that will be equal to $50,000,000 minus the excess of the debt over the cash and cash equivalents and temporary investments or plus the excess of the cash and cash equivalents and temporary investments over the debt of GLV Inc. The debt is defined as the bank indebtedness, the short-term portion of the long-term debt and the long-term portion of the long-term debt.

L-24 Water Treatment Group, Pulp and Paper Group and Manufacturing Unit Groupe Laperrière & Verreault Inc. Notes to Combined Carve-out Financial Statements Years ended March 31, 2007, 2006 and 2005 (Tabular amounts in dollars are expressed in thousands.)

14 - ADVANCES FROM COMPANIES UNDER COMMON CONTROL (Continued)

All the advances from companies under control are presented as long-term since those advances will either be converted into shares capital or paid in cash using the credit facility in the course of the carve-out transaction and GLV Inc. has the intent to maintain the debt created by the cash payment on a long-term basis and has long-term credit facilities available.

15 - LONG-TERM DEBT 2007 2006 $ $ Guaranteed loan note, for a maximum amount of $681,000 (£300,000), bearing interest at LIBOR plus 2% with interest payable semi-annually on March 30 and September 30, maturing in June 2008 (a) 681 - Term loan in the amount of $525,000 (£231,000), bearing interest at British base rate plus 2%, interest payable monthly, maturing in January 2011 (a) 525 - 1,206 -

(a) On October 16, 2006, the Group assumed $3,969,000 (AU$4,723,000) of Copa's debt upon its acquisition (Note 23). The debt includes a credit facility secured by the accounts receivable and certain term loan related to a previous acquisition.

All the credit and loans were presented as long-term, since GLV Inc. has the ability and the intent to maintain such debt on a long-term basis and has long-term credit facilities available (see Note 14) to reimburse such debt.

16 - OTHER LIABILITIES 2007 2006 $ $ Pension liabilities (Note 29) 6,631 5,906 Deferred gain on a sale-leaseback arrangement (a) 3,287 3,825 Other stock-based compensation (Note 17(b)) 2,276 1,342 Other 2,457 1,390 14,651 12,463

(a) In 2004, the Group disposed of a building in which it leased floor space. The sale of the building was accounted for as a sale-leaseback and, consequently, the gain resulting from the disposal has been recorded on the balance sheet and is recognized on a straight-line basis over the lease term, until 2014, in the combined carve-out statements of earnings.

L-25 Water Treatment Group, Pulp and Paper Group and Manufacturing Unit Groupe Laperrière & Verreault Inc. Notes to Combined Carve-out Financial Statements Years ended March 31, 2007, 2006 and 2005 (Tabular amounts in dollars are expressed in thousands.)

17 - STOCK OPTION PLANS AND OTHER STOCK-BASED COMPENSATION PLANS

(a) Stock option plans: Stock options may be granted to senior executives, management and directors of GL&V. Under the plans, the exercise price of each option is equivalent to the price of the GL&V's shares on the date of grant of the options.

Some options vest immediately and some over 5 years and others vest upon the achievement of a fixed market price of GL&V's Class A shares. In addition, these options have a maximum term that may not exceed 10 years from the grant date.

The number of options granted and option activity is not necessarily indicative of what the activity would have been had the Group been a separate stand-alone company during the periods presented or what the activity may be in the future. For this reason, the number of options granted and option activity have not been presented.

To compute compensation expense, the Black-Scholes valuation model was used to determine the fair value of GL&V's options granted that are held by the Group's employees. The fair value of options is not necessarily indicative of what it would have been had the Group been a separate stand-alone entity during the periods presented.

Stock-based compensation expense for stock options granted to employees of the Group and an allocation for GL&V's corporate office employees as described in Note 2 total $195,000 in 2007 ($405,000 in 2006; $89,000 in 2005).

The fair value of each option granted is estimated on the date of grant with the following weighted average assumptions of GL&V used for the options grants:

2007 2006 2005

Weighted average fair value $10,21 $4,12 $4,12 Risk-free interest rate 6% 4.8% 4.8% Expected life 7 years 8 years 8 years Expected volatility of stock price of GL&V 30% 27% 27% Expected dividend yield 1.6% 1.2% 1.2%

Before April 1, 2003, GL&V used the settlement method for its stock options. If the compensation cost had been determined using the fair value method on the date of grant for stock options granted between April 1, 2002 and March 31, 2003, under the terms of all of these plans, pro forma net earnings would not have been significantly different than the actual numbers.

L-26 Water Treatment Group, Pulp and Paper Group and Manufacturing Unit Groupe Laperrière & Verreault Inc. Notes to Combined Carve-out Financial Statements Years ended March 31, 2007, 2006 and 2005 (Tabular amounts in dollars are expressed in thousands.)

17 - STOCK OPTION PLANS AND OTHER STOCK-BASED COMPENSATION PLANS (Continued)

(b) Other stock-based compensation plans: GL&V also offers to directors and certain employees, units with a value corresponding to the market price of the Class A subordinate voting shares of GL&V.

Rights related to units granted to directors are vested one year after the issuance of the units. Compensation cost for these units is recorded over the year following the issuance date.

Rights related to units granted prior to April 1, 2006 to certain employees are separated into two tranches. The first tranche, representing 50% of the rights, vests over a period of three years after the year-end in which the units are granted and the second tranche, representing 50% of the rights, vests upon the employee's death, disability, retirement or involuntary termination.

Rights related to units granted on April 1, 2006 and afterwards to certain employees are also separated into two tranches. The first tranche, representing 50% of the rights, vests over a period of three years after the year-end in which the units are granted and the second tranche, representing 50%, vests over a period of five years after the year-end in which the units are granted.

The units are paid as follows under both plans: 50% of the value of the rights is paid in the third year after the end of the year when the units were granted and 50% is paid when the employee leaves. The payment of the value of the units and the vesting of rights to units are also subject to conditions related to the employee's death, disability, retirement or departure.

Compensation costs for the first payment of 50% of the value of the units are amortized on a straight-line basis over three years. Compensation costs for the second tranche of 50% are amortized over the employees' active remaining service periods estimated at a maximum of 15 years for the rights granted prior to April 1, 2006 and over 5 years for the rights granted on and after April 1, 2006.

The number of units outstandings is not necessarily indicative of what the activity would have been had the Group been separate stand-alone company during the periods presented or what the activity may be in the future. For this reason, the number of outstanding units have not been presented. Compensation cost for 2007 was $1,212,000 ($843,500 in 2006 and $513,000 in 2005) for employees of the Group and an allocation for GL&V's corporate office employees as described in note 2.

L-27 Water Treatment Group, Pulp and Paper Group and Manufacturing Unit Groupe Laperrière & Verreault Inc. Notes to Combined Carve-out Financial Statements Years ended March 31, 2007, 2006 and 2005 (Tabular amounts in dollars are expressed in thousands.)

18 - RESTRUCTURING COSTS

The restructuring of the Pulp and Paper Group was completed during 2005 and all related significant costs have been recorded.

In 2005, Pulp and Paper Group incurred restructuring costs totalling $7,386,000, which are composed of work force reduction costs totalling $809,000 and leases and cost to shut down facilities for $641,000 and $5,936,000 related to non-cash items, mostly related to the accelerated amortization of property, plant and equipment for $5,540,000.

Expenses include $5,743,000 relating to the continuation of the restructuring initiatives of the Pulp and Paper Group which was initiated during 2004. The review and the execution of prior year initiatives resulted in additional costs amounting to $1,643,000.

19 - INFORMATION INCLUDED IN THE EARNINGS

The combined carve-out statements of earnings include the following items:

2007 2006 2005 $ $ $ Amortization of property, plant and equipment 5,462 4,051 4,311 Amortization of development costs 371 302 342 Amortization of intangible assets 3,773 728 570 Amortization of deferred government assistance and investment tax credits (25) (25) (25) 9,581 5,056 5,198 Accelerated amortization of property, plant and equipment included in restructuring costs - - 5,540 9,581 5,056 10,738

20 - FINANCIAL EXPENSES 2007 2006 2005 $ $ $ Interest on advances from companies under common control 3,430 2,378 2,748 Interest income, net (329) (182) (23) Foreign exchange (gain) loss 201 (1,451) (1,069) Foreign unrealized (gain) loss on derivative financial instruments (1,444) 568 173 Other 1,044 630 468 2,902 1,943 2,297

L-28 Water Treatment Group, Pulp and Paper Group and Manufacturing Unit Groupe Laperrière & Verreault Inc. Notes to Combined Carve-out Financial Statements Years ended March 31, 2007, 2006 and 2005 (Tabular amounts in dollars are expressed in thousands.)

21 - NON-CASH ITEMS IN NET EARNINGS 2007 2006 2005 $ $ $ Gain on disposal of commercial activities (1,486) - - (Gain) loss on disposal of property, plant and equipment and other assets (354) 52 287 Amortization (Note 19) 9,581 5,056 10,738 Future income taxes 1,931 (2,385) (2,888) Stock-based compensation (Note 17) 195 405 89 Amortization of deferred gain on sale-leaseback arrangement (481) (509) (559) Unrealized (gain) loss on derivative financial instruments (1,444) 568 173 Impairment of long-lived assets (Note 9) - 1,194 - 7,942 4,381 7,840

22 - NET CHANGE IN NON-CASH BALANCES RELATED TO OPERATIONS

2007 2006 2005 $ $ $ Accounts receivable (38,079) (4,526) (128) Inventories (2,224) 695 (220) Contracts in progress, less progress billings (26,800) (3,000) 2,761 Prepaid expenses (1,121) 790 914 Accounts payable and accrued liabilities and other liabilities 31,391 8,611 (1,136) Income taxes receivable / payable 1,171 2,524 108 (35,662) 5,094 2,299

23 - BUSINESS ACQUISITIONS

(a) Business acquisitions in 2007: Business acquisitions are accounted for using the purchase method. Accordingly, the allocation of the purchase price to net assets acquired is based on their fair values.

The results of business activities acquired are included in the combined carve-out financial statements from the date of acquisition.

L-29 Water Treatment Group, Pulp and Paper Group and Manufacturing Unit Groupe Laperrière & Verreault Inc. Notes to Combined Carve-out Financial Statements Years ended March 31, 2007, 2006 and 2005 (Tabular amounts in dollars are expressed in thousands.)

23 - BUSINESS ACQUISITIONS (Continued)

During the year ended March 31, 2007, the Group acquired the net assets of the following businesses:

– On April 1, 2006, the Group acquired the principal assets of KanEng Industries Inc. and KanEng-Deltec Inc., both located in Montréal. Assets acquired by the Pulp and Paper Group relate to the manufacturing of high-turnover components for paper systems.

– On June 30, 2006, the Water Treatment Group acquired all outstanding shares of the Austin (Texas) based company, Enviroquip Inc. Enviroquip Inc. produces water and wastewater treatment equipment, mainly for municipalities. In addition, it holds the exclusive U.S. municipal market licence for the Submerged Membrane Unit developed by the Japanese multinational Kubota.

– On July 7, 2006, the Group acquired the principal assets related to the refiner-rebuilt business of J&L Fiber Services Inc. based in Pittsfield (Massachusetts). This acquisition is consistent with the Pulp and Paper Group’s strategy aimed at increasing the added value of its product selection and strengthening its position in the aftermarket products.

– On August 24, 2006, the Group acquired the activities of the UK-based company, Huyck Dewatering Equipment Business. This acquisition is consistent with the Pulp and Paper Group’s strategy to strengthen the wet end side of the Paper Machine products with formation technology and aftermarket products.

– On October 16, 2006, the Water Treatment Group acquired from CDS Technologies Limited all the outstanding shares of COPA Limited located in the United Kingdom and COPA Water Pty Ltd. located in Australia. The acquisition resulted in additional and complementary products and technologies for the storm water and municipal wastewater markets, including the exclusive licence to market the Kubota membrane (MBR) in the municipal, commercial and industrial wastewater treatment segment in the UK and Republic of Ireland.

– On December 29, 2006, the Group acquired the technologies and certain other assets relating to the pulp washing, oxygen delignification and bleaching business of Swedish Kvaerner™ Pulping, including the Compress Press wash press technology, along with Metso’s SuperBatch™ cooking technology from Metso Corporation based in Sweden. This acquisition is consistent with the Pulp and Paper Group’s strategy to position itself among the world’s top providers of pulp process equipment.

The cash consideration paid for these acquisitions amounted to $57,328,000 (including acquisition costs) with a balance of $1,285,000 to be paid in September 2008.

L-30 Water Treatment Group, Pulp and Paper Group and Manufacturing Unit Groupe Laperrière & Verreault Inc. Notes to Combined Carve-out Financial Statements Years ended March 31, 2007, 2006 and 2005 (Tabular amounts in dollars are expressed in thousands.)

23 - BUSINESS ACQUISITIONS (Continued)

The final purchase price allocation for Brackett Green and Metso has been finalized during the year and the final adjustments did not have a significant impact on the preliminary allocations.

(b) Business disposals in 2007:

On October 4, 2006, the Group sold non-core assets including inventory, property, plant and equipment, and technologies for a cash consideration of $2,393,000 (£1,124,000). The Group recorded a gain of $1,486,000 (£699,000) on the sale.

On March 30, 2007, the Group sold the Australian storm water business of the Water Treatment Group and associated Asian licenses for a cash consideration of $2,055,000 (AU$2,200,000) subject to certain adjustment clauses. These adjustments are estimated at an amount of $688,000 (AU$736,000) as an increase to the selling price. As at March 31, 2007, the estimated balance of $688,000 (AU$736,000) was recorded as a receivable from the buyer.

The following table summarizes the net assets acquired and sold during the year ended March 31, 2007. Net business Enviroquip Inc. Others Total Net assets sold acquisitions $ $ $ $ $ Current assets (excluding cash) 11,215 14,785 26,000 (2,850) 23,150 Property, plant and equipment 2,302 10,673 12,975 (203) 12,772 Future income tax assets 1,082 2,506 3,588 (39) 3,549 Goodwill 6,079 11,486 17,565 - 17,565 Intangible assets 15,859 17,030 32,889 (1,141) 31,748 36,537 56,480 93,017 (4,233) 88,784 Current liabilities 7,681 10,529 18,210 (586) 17,624 Long-term debt - 3,969 3,969 - 3,969 Future income tax liabilities 5,941 5,770 11,711 - 11,711 Other liabilities - 514 514 - 514 Net assets acquired or sold 22,915 35,698 58,613 (3,647) 54,966

L-31 Water Treatment Group, Pulp and Paper Group and Manufacturing Unit Groupe Laperrière & Verreault Inc. Notes to Combined Carve-out Financial Statements Years ended March 31, 2007, 2006 and 2005 (Tabular amounts in dollars are expressed in thousands.)

23 - BUSINESS ACQUISITIONS (Continued) Net business Enviroquip Inc. Others Total Net assets sold acquisitions $ $ $ $ $ Cash consideration (excluding cash acquired) 22,915 34,413 57,328 (4,445) 52,883 Balance of purchase price - 1,285 1,285 - 1,285 22,915 35,698 58,613 (4,445) 54,168 Net sales price adjustment receivable - - - (688) (688) Gain on business disposal - - - 1,486 1,486 22,915 35,698 58,613 (3,647) 54,966

(c) Business acquisitions in 2006: During the year ended March 31, 2006, the Group acquired the net assets of the following businesses:

– On April 1, 2005, the Group acquired certain assets of the British company, Jones and Attwood Limited, located in the Birmingham area (England) and in Illinois (United States). The assets acquired by the Water Treatment Group related specifically to the operations and assets in the municipal and industrial water treatment sector.

– On May 27, 2005, the Pulp and Paper Group acquired certain assets from the British company, Perplas Limited , based in Manchester (England). The net assets acquired related to the manufacturing of certain pulp stock preparation equipment and high turnover replacement parts.

– On January 9, 2006, the Water Treatment Group acquired certain assets (primarily property, plant and equipment and intellectual property rights) and activities of the paper chemical systems Unit of Metso Paper, Inc. located in Finland.

– The cash consideration for these three acquisitions amounts to $6,985,000 (including acquisition costs).

L-32 Water Treatment Group, Pulp and Paper Group and Manufacturing Unit Groupe Laperrière & Verreault Inc. Notes to Combined Carve-out Financial Statements Years ended March 31, 2007, 2006 and 2005 (Tabular amounts in dollars are expressed in thousands.)

23 - BUSINESS ACQUISITIONS (Continued)

– On November 7, 2005, the Group acquired all the shares of the British company Brackett Green Limited (Colchester, United Kingdom), and its U.S. subsidiary, Brackett Green USA, Inc. (Houston, Texas), from Fabricom S.A. (Suez group). In business for more than a century, this group is a world leader in advanced screening and filtration technologies for water used by power plants, desalization and various other types of industries. In addition to this field of expertise, it offers a wide range of municipal and industrial wastewater treatment equipment.

The following table summarizes the net assets acquired during the year ended March 31, 2006. Brackett Green Others Total $ $ $ Currents assets 21,579 10,438 32,017 Property, plant and equipment 6,426 553 6,979 Future income tax assets 3,575 614 4,189 Goodwill 631 - 631 Intangible assets 6,283 586 6,869 38,494 12,191 50,685 Current liabilities 16,550 5,206 21,756 Pension liability 6,813 - 6,813 Net assets acquired 15,131 6,985 22,116

Cash paid 15,131 6,985 22,116

24 - SEGMENTED INFORMATION

Group conducts its activities mainly in the United States, Canada and Europe in two large business segments: the Pulp and Paper Group and Water Treatment Group .

The segments are managed separately as they require different marketing strategies. The Group measures the performance of each segment based on earnings before financial expenses and income taxes.

The accounting policies for each segment are identical to those used for the combined carve-out financial statements. Intersegment sales are concluded at an agreed upon amount between the segments involved.

L-33 Water Treatment Group, Pulp and Paper Group and Manufacturing Unit Groupe Laperrière & Verreault Inc. Notes to Combined Carve-out Financial Statements Years ended March 31, 2007, 2006 and 2005 (Tabular amounts in dollars are expressed in thousands.)

24 - SEGMENTED INFORMATION (Continued)

Pulp and Paper Group Water Treatment Group Other and eliminations Total 2007 2006 2005 2007 2006 2005 2007 2006 2005 2007 2006 2005 $$$$$$$$$$$$ Revenues 217,674 218,028 213,255 212,040 116,015 74,819 4,540 8,338 4,604 434,254 342,381 292,678 Amortization of property plant and equipment, intangible assets and other assets (excluding accelerated amortization included in restructuring costs) 2,771 2,302 2,780 4,397 521 158 2,413 2,233 2,260 9,581 5,056 5,198 Earnings (losses) before restructuring costs, financial expenses and income taxes 14,185 13,842 13,157 8,828 4,955 3,762 (8,893) (7,966) (7,295) 14,120 10,831 9,624 Segment assets 114,446 95,346 89,863 238,910 94,544 20,212 18,067 27,783 25,072 371,423 217,673 135,147 Acquisition of property, plant and equipment 3,148 2,603 2,244 995 1,073 - 1,242 364 1,175 5,385 4,040 3,419

L-34 Water Treatment Group, Pulp and Paper Group and Manufacturing Unit Groupe Laperrière & Verreault Inc. Notes to Combined Carve-out Financial Statements Years ended March 31, 2007, 2006 and 2005 (Tabular amounts in dollars are expressed in thousands.)

24 - SEGMENTED INFORMATION (Continued)

The combined carve-out data per geographic segment are compiled based on the location of the entities. 2007 2006 2005 $ $ $ Revenue per geographic segment: Canada 78,422 89,763 78,389 United States 200,345 190,134 164,775 Europe and other 192,502 96,003 82,622 Eliminations (37,015) (33,519) (33,108) 434,254 342,381 292,678

Export sales from Canadian entities 24,740 35,542 26,809

Assets per geographic segment: Property, plant and equipment: Canada 10,550 10,870 United States 8,844 6,974 Europe and other 22,616 11,220 42,010 29,064 Goodwill: Canada 576 299 United States 13,586 5,679 Europe and other 12,289 1,478 26,451 7,456

The combined carve-out data per geographic segment indicating the allocation of the revenues based on the point of sales of the products and services are presented in the following table:

2007 2006 2005 % % % United States 45.6 52.2 57.2 Asia / Pacific 11.1 7.9 7.7 Europe / Russia 30.6 20.8 18.6 Latin America 2.5 4.2 2.6 Canada 7.8 11.2 12.8 Africa and Middle East 2.4 3.7 1.1 100 100 100

L-35 Water Treatment Group, Pulp and Paper Group and Manufacturing Unit Groupe Laperrière & Verreault Inc. Notes to Combined Carve-out Financial Statements Years ended March 31, 2007, 2006 and 2005 (Tabular amounts in dollars are expressed in thousands.)

25 - RELATED PARTY TRANSACTIONS 2007 2006 2005 $ $ $ Transactions in the normal course of operations concluded with GL&V's Process Group Revenue Sales 4,979 3,558 540 Expenses Purchases 2,189 508 - Interest expenses 3,430 2,378 2,748

These transactions were measured at the exchange amount, which is the amount established and accepted by the related parties.

26 - FINANCIAL INSTRUMENTS

The Group has operations in, and exports its products to, several countries and is therefore exposed to risks related to foreign exchange fluctuations, and it is also subject to risks related to interest rate fluctuations. To reduce these risks, the Group and its subsidiaries draw a portion of their borrowings in foreign currencies and use derivative financial instruments. None of these instruments are held or issued for speculative purposes.

(a) Description of derivative financial instruments:

2007 2006 National National Currencies (sold/purchased) Average rate amount (a) Average rate amount (a) $ $ US$/CAD: Less than 1 year 1.1294 8,263 1.1668 9,063 More than 1 year 1.1596 1,167 - - US$/GBP: Less than 1 year 0.5298 18,698 0.5622 4,239 More than 1 year 0.5549 5,332 0.5556 7,455

Euro/SEK: Less than 1 year 9.2510 8,017 9.3409 2,834 Euro/GBP: Less than 1 year 0.7169 3,438 0.6876 1,134 More than 1 year - - 0.7169 3,159

(a) Exchange rates as at March 31, 2007 and 2006 were used to translate amounts in foreign currencies.

L-36 Water Treatment Group, Pulp and Paper Group and Manufacturing Unit Groupe Laperrière & Verreault Inc. Notes to Combined Carve-out Financial Statements Years ended March 31, 2007, 2006 and 2005 (Tabular amounts in dollars are expressed in thousands.)

26 - FINANCIAL INSTRUMENTS (Continued)

(b) Fair value of financial instruments: The carrying amounts of cash and cash equivalents, temporary investments, accounts receivable and accounts payable and accrued liabilities approximate their fair value, as these items will be realized or paid within one year.

The foreign exchange contracts are recognized at their positive fair value of $1,237,000 (negative fair value of $208,000 in 2006).

The fair values of financial liabilities are mainly estimated based on discounted cash flows using year-end market yields or market values of similar instruments having the same maturity. The fair values of derivative financial instruments are estimated using year-end market rates, and reflect the amount the Group would receive or pay if the instruments were closed out at those dates.

The fair value of the advances to companies under common control and advances from companies under common control was not determined since it is practically impossible to find financial instruments on the market having substantially the same economic characteristics and because these amounts will be settled and refinanced when the transaction in Note 1 will be completed.

The fair value of the long-term debt is equivalent to the carrying amount because this debt bears interest at rates that varies with the market rate.

27 - COMMITMENTS AND GUARANTEES

The Group has entered into operating leases for premises and equipment with total minimum lease payments of $22,602,000 as of March 31, 2007 which expire at various dates until 2015. Minimum lease payments for the next five years and thereafter are as follows: $

2008 5,565 2009 4,213 2010 3,396 2011 2,710 2012 2,122 2013 and thereafter 4,596

The Group is also committed under letters of credit and corporate guarantees for the achievement of its contracts. At March 31, 2007, the Group had commitments totalling $90,975,000 ($37,270,000 in 2006).

L-37 Water Treatment Group, Pulp and Paper Group and Manufacturing Unit Groupe Laperrière & Verreault Inc. Notes to Combined Carve-out Financial Statements Years ended March 31, 2007, 2006 and 2005 (Tabular amounts in dollars are expressed in thousands.)

27 - COMMITMENTS AND GUARANTEES (Continued)

Under ther terms of the master carve-out agreement with FLS, the Group shall indemnify GL&V and each of its subsidiaries for any damage arising out of or connected with any carve-out taxes in excess of $13,000,000 arising out of the carve-out.

28 - CONTINGENCIES

A certain number of claims and suits have been brought against the Group and its subsidiaries. In the opinion of management, the outcome of such claims and suits will not have a materially adverse effect on the Group's results or its financial position.

29 - PENSION PLAN

The Group maintains a defined benefit pension plan for certain employees. The Group policy is to maintain its contribution at a level sufficient to cover benefits. Actuarial valuation of the pension plan was performed at least once in the last three years and the next required valuation will be performed at least once in the next three years.

The following tables provide a reconciliation of the changes in the plan’s benefit obligations and fair value of plan assets for the fiscal years ended March 31, 2007 and 2006 and a statement of the funded status at those dates: 2007 2006 $ $ Changes in benefit obligations: Benefit obligation, beginning of year 21,272 - Current service cost 704 353 Interest cost 1,201 424 Employee contributions 216 104 Benefits paid (461) (30) Business acquisitions - 22,552 Actuarial loss 170 467 Foreign currency changes 2,512 (2,598) Benefit obligations, end of year 25,614 21,272

Changes in plan assets: Fair value of plan assets, beginning of year 15,786 - Actual return on plan assets 826 1,194 Employer contributions 828 396 Employee contributions 216 104 Benefits paid (461) (30) Business acquisitions - 15,895 Foreign currency changes 1,863 (1,773) Fair value of plan assets, end of year 19,058 15,786

L-38 Water Treatment Group, Pulp and Paper Group and Manufacturing Unit Groupe Laperrière & Verreault Inc. Notes to Combined Carve-out Financial Statements Years ended March 31, 2007, 2006 and 2005 (Tabular amounts in dollars are expressed in thousands.)

29 - PENSION PLAN (Continued) 2007 2006 $ $ Reconciliation of funded status: Benefit obligation - end of year 25,614 21,272 Fair value of plan assets - end of year 19,058 15,786 Funded status - deficit - end of year (6,556) (5,486) Unrecognized actuarial loss (75) (420) Pension liability recognized (6,631) (5,906)

The percentage of the fair value of the plan assets, at the measurement date, per category, is as follows: 2007 2006 % % Equity securities 31 32 Debt securities 24 26 Real estate 31 26 Other 14 16 100 100

As at March 31, 2007, the investments did not contain any participation in GL&V nor in its subsidiaries.

Components of the net benefit costs are as follows: 2007 2006 $ $ Service costs 704 353 Interest costs 1,201 424 Actual return on plan assets (826) (1,194) Actuarial loss (gain) 170 467 Elements of net benefit costs before adjustments to recognize the long-term nature 1,249 50 Difference between actual and expected return on plan assets (225) 887 Difference between actuarial loss recorded for the year and the actual actuarial loss on benefit obligation (170) (467) Net periodic pension cost recognized 854 470

L-39 Water Treatment Group, Pulp and Paper Group and Manufacturing Unit Groupe Laperrière & Verreault Inc. Notes to Combined Carve-out Financial Statements Years ended March 31, 2007, 2006 and 2005 (Tabular amounts in dollars are expressed in thousands.)

29 - PENSION PLAN (Continued)

The weighted average rates used in the measurement of the Group benefit obligations and net periodic pension costs are as follows: 2007 2006 % % Benefit obligations: Discount rate 5.10 5.00 Rate of compensation increase 4.50 4.25

Current periodic costs for the year: Discount rate 5.00 5.10 Rate of compensation increase 4.25 4.25 Expected rate of return on plan assets 5.89 5.35

L-40