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Arrangement Involving Groupe Laperrière

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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 ...........................................
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