OFFERING MEMORANDUM LISTING PARTICULARS VOTORANTIM CIMENTOS S.A. (incorporated in the Federative Republic of Brazil) €650,000,000 3.250% Notes due 2021 ___________________ Votorantim Cimentos S.A., or the issuer, is offering €650.0 million in aggregate principal amount of its 3.250% notes due 2021. The notes will mature on April 25, 2021. Interest on the notes will be payable annually in arrears on April 25 of each year, beginning on April 25, 2015. The issuer may redeem the notes, in whole or in part, at any time, by paying the greater of (i) 100% of the principal amount of the notes plus accrued interest and additional amounts, if any, to the date of redemption and (ii) the applicable “make-whole” amount. The notes may, at the option of the issuer, be redeemed, in whole but not in part, at 100% of the principal amount of the notes plus accrued interest and additional amounts, if any, to the date of redemption on any date upon the occurrence of specified events relating to withholding tax, as set forth in this offering memorandum. The notes will rank equally in right of payment with all other present and future senior unsecured obligations of the issuer (other than obligations preferred by statute or by operation of law). The notes will be effectively junior to the secured indebtedness of the issuer to the extent of the value of the assets securing such indebtedness and structurally junior to the liabilities of the issuer’s subsidiaries. There is currently no public market for the notes. This offering memorandum comprises “Listing Particulars” for the purpose of the application to the Irish Stock Exchange for the listing of the notes. Application has been made to have these Listing Particulars approved by the Irish Stock Exchange and to have the notes listed on the Official List of the Irish Stock Exchange and traded on the Global Exchange Market of that exchange. Investing in the notes involves risks. See “Risk Factors” beginning on page 19 for certain information that you should consider before investing in the notes. Price: 98.672% plus accrued interest, if any, from April 25, 2014. Delivery of the notes in book-entry form was made on April 25, 2014 through a common depositary for Euroclear Bank S.A./N.V., or Euroclear, and Clearstream Banking, société anonyme, Luxembourg, or Clearstream. The notes have not been registered under the Securities Act of 1933, as amended, or the Securities Act. The notes may not be offered or sold within the United States or to U.S. persons, except to qualified institutional buyers in reliance on the exemption from registration provided by Rule 144A and to certain non-U.S. persons in offshore transactions in reliance on Regulation S. You are hereby notified that sellers of the notes may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. Joint Bookrunners Citigroup HSBC Santander BB Securities Banco Votorantim Bradesco BBI The date of this offering memorandum is September 15, 2014. TABLE OF CONTENTS Page Page ENFORCEABILITY OF CIVIL LIABILITIES ....... vi INDUSTRY ............................................................. 81 PRESENTATION OF FINANCIAL AND BUSINESS .............................................................. 90 OTHER INFORMATION ................................. vii MANAGEMENT .................................................. 147 CAUTIONARY STATEMENT REGARDING PRINCIPAL SHAREHOLDERS .......................... 155 FORWARD-LOOKING STATEMENTS .......... xi CERTAIN RELATIONSHIPS AND RELATED SUMMARY .............................................................. 1 PARTY TRANSACTIONS ............................. 156 THE OFFERING ..................................................... 12 DESCRIPTION OF THE NOTES ......................... 161 SUMMARY CONSOLIDATED FINANCIAL TAXATION .......................................................... 185 AND OTHER INFORMATION ........................ 15 PLAN OF DISTRIBUTION .................................. 191 RISK FACTORS ..................................................... 19 TRANSFER RESTRICTIONS .............................. 196 EXCHANGE RATES .............................................. 37 UNITED STATES ERISA AND CERTAIN USE OF PROCEEDS .............................................. 38 OTHER CONSIDERATIONS ......................... 199 CAPITALIZATION ................................................ 39 INDEPENDENT ACCOUNTANTS ..................... 200 SELECTED CONSOLIDATED FINANCIAL LEGAL MATTERS ............................................... 201 AND OTHER INFORMATION ........................ 40 LISTING AND GENERAL INFORMATION ...... 202 MANAGEMENT’S DISCUSSION AND INDEX TO FINANCIAL STATEMENTS ............ F-1 ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ................. 48 i You should only rely on the information contained in this offering memorandum. Neither we nor the initial purchasers have authorized anyone to provide you with different information. Neither we nor the initial purchasers are making an offer of the notes in any jurisdiction where the offer is not permitted. You should not assume that the information contained in this offering memorandum is accurate at any date other than the date on the front of this offering memorandum, regardless of the time of delivery of this offering memorandum or any sale of the notes. _____________ Unless otherwise indicated or the context otherwise requires: • all references to “VCSA” are to the issuer, Votorantim Cimentos S.A., a corporation organized and existing as a sociedade por ações under the laws of Brazil; • all references to “Votorantim Cimentos,” “our company,” “we,” “our,” “ours” and “us,” or similar terms are to VCSA and its subsidiaries; • all references to “VID” are to Votorantim Industrial S.A., a corporation organized and existing as a sociedade por ações under the laws of Brazil; • all references to “Votorantim Industrial” are to VID and its subsidiaries; • all references to “VPar” are to Votorantim Participações S.A., a corporation organized and existing as a sociedade por ações under the laws of Brazil; • all references to “Brazil” are to the Federative Republic of Brazil; • all references to the “Brazilian Central Bank” are to the Central Bank of Brazil (Banco Central do Brasil); • all references to “U.S. dollars,” “dollars” or “U.S.$” are to U.S. dollars; • all references to the “real,” “reais” or “R$” are to the Brazilian real, the official currency of Brazil; and • all references to “Euro,” “Euros” or “€” are to the European Euro, the official currency of certain countries of the European Union. We have taken all reasonable care to confirm that the information contained in this offering memorandum is, to the best of our knowledge, in accordance with the facts and contains no omission likely to affect its import and that the opinions and intentions expressed in this offering memorandum are honestly held, that there are no other facts the omission of which, to the best of our knowledge, would make this offering memorandum as a whole or any of such information or the expression of any such opinions or intentions misleading. Accordingly, we take responsibility for the information contained in this offering memorandum. We have taken all reasonable care to ensure that the information sourced from third party contained in this offering memorandum has been accurately reproduced and, to the best of our knowledge and as far as we are able to ascertain from information published by such sources, no facts have been omitted which would render the reproduced information inaccurate or misleading. _____________ This offering memorandum does not constitute an offer to sell, or a solicitation of an offer to buy, any notes offered hereby by any person in any jurisdiction in which it is unlawful for such person to make an offer or solicitation. Neither the delivery of this offering memorandum nor any sale made hereunder shall under any circumstances imply that there has been no change in our affairs or the affairs of our subsidiaries ii or that the information set forth in this offering memorandum is correct as of any date subsequent to the date of this offering memorandum. _____________ This offering memorandum has been prepared by us solely for use in connection with the proposed offering of the notes. Citigroup Global Markets Limited, HSBC Bank plc, Banco Santander, S.A., BB Securities Ltd., Banco Votorantim S.A., Nassau Branch and Banco Bradesco BBI S.A. will act as initial purchasers with respect to the offering of the notes. This offering memorandum is personal to you and does not constitute an offer to any other person or to the public in general to subscribe for or otherwise acquire the notes. You are authorized to use this offering memorandum solely for the purpose of considering the purchase of the notes. Distribution of this offering memorandum by you to any person other than those persons retained to advise you is unauthorized, and any disclosure of any of the contents of this offering memorandum without our prior written consent is prohibited. You must (1) comply with all applicable laws and regulations in force in any jurisdiction in connection with the possession or distribution of this offering memorandum and the purchase, offer or sale of the notes and (2) obtain any required consent, approval or permission for the purchase, offer or sale by you of the notes under the laws and regulations applicable to you in force in any jurisdiction to which you are subject or in which you make such purchases,