To the beneficial owners, or authorized representatives acting on behalf of the beneficial owners, of the Old Notes (as defined below).

Andrade Gutierrez International S.A. (“AG International”), a public limited liability company (société anonyme) incorporated in the Grand Duchy of Luxembourg (“Luxembourg”) with registered office at 19, rue Eugène Ruppert, L-2453 Luxembourg and registered with the Luxembourg Register of Commerce and Companies under number B176492, is offering to exchange (the “Exchange Offer”), in a private exchange offer exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), its outstanding 4.000% Senior Notes due 2018 with CUSIP Nos. 03439TAA9; L01795AA8 (the “Old Notes”) for cash and newly-issued 11.000% Senior Secured Notes due 2021 issued by AG International (the “New Notes”) or for all New Notes and soliciting consents to amend the indenture related to the Old Notes (the “Consent Solicitation” and, together with the Exchange Offer, the “Exchange Offer and Consent Solicitation”). If you are a beneficial owner, or an authorized representative acting on behalf of a beneficial owner, of the Old Notes that is an “Eligible Holder” (as defined below), please complete the certification (the “Eligibility Certification”) and return it to D.F. King & Co., Inc. at the address set forth in the Eligibility Certification or submit it online on the next page.

If you are an affiliate of the Issuer or a beneficial owner of the Old Notes that is not an Eligible Holder, you may not participate in the Exchange Offer and Consent Solicitation, and you should not complete the attached Eligibility Certification. If you do not submit a valid Eligibility Certification, you will not be entitled to receive any documents or materials relating to the Exchange Offer and Consent Solicitation.

An “Eligible Holder” is a beneficial owner of the Old Notes that certifies that it is either:

a) a “qualified institutional buyer,” as defined in Rule 144A under the Securities Act; 

b) an “accredited investor,” as defined in Rule 501(a) of Regulation D under the Securities Act; or

c) a person outside the United States who is:

i. not a “U.S. Person,” as defined in Rule 902 under the Securities Act

ii. not acting for the account or benefit of a U.S. person; and

iii. a “non-U.S. qualified offeree” (as defined below).

The definitions of “qualified institutional buyer,” “accredited investor,” “U.S. person” and “non-U.S. qualified offeree” are set forth in Annex A.

I am an "Eligible Holder"

I am not an "Eligible Holder"

Please submit your responses as soon as possible in order to allow sufficient time for you to review and submit the relevant paperwork to participate in the transaction.

This letter does not constitute an offer or a solicitation of an offer with respect to the Old Notes. This letter does not create any obligations whatsoever on the part of AG International or any of its subsidiaries to make any offer or on the part of the recipient to participate if an offer is made. The New Notes that AG International proposes to offer pursuant to the Exchange Offer and Consent Solicitation referenced above will not be registered under the Securities Act, or applicable state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state laws.

You may direct any questions to D.F. King & Co., Inc., Attn: Andrew Beck, at 48 Wall Street, 22nd Floor, New York, New York 10005, telephone number: (866)-342-4881 (toll-free) or (212) 269-5550 (banks and brokers) or email ag@dfking.com.

Very truly yours,

Andrade Gutierrez International S.A.

ANNEX A

“qualified institutional buyer” means:

      (1)    Any of the following entities, acting for its own account or the accounts of other qualified institutional buyers, that in the aggregate owns and invests on a discretionary basis at least $100 million in securities of issuers that are not affiliated with the entity:

(a)      Any insurance company as defined in Section 2(a)(13) of the U.S. Securities Act of 1933, as amended (the “Securities Act”);

(b)       Any investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”) or any business development company as defined in Section 2(a)(48) of the Investment Company Act;

(c)       Any small business investment company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958;

(d)      Any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees;

(e)       Any employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974;

(f)       Any trust fund whose trustee is a bank or trust company and whose participants are exclusively plans of the types identified in subparagraph (1)(D) or (E) above, except trust funds that include as participants individual retirement accounts or H.R. 10 plans;

(g)      Any business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940 (the “Investment Advisers Act”);

(h)      Any organization described in Section 501(c)(3) of the Internal Revenue Code, corporation (other than a bank as defined in Section 3(a)(2) of the Securities Act or a savings and loan association or other institution referenced in Section 3(a)(5)(A) of the Securities Act or a foreign bank or savings and loan association or equivalent institution), partnership, or Massachusetts or similar business trust; and

(i)        Any investment adviser registered under the Investment Advisers Act.

(2)       Any dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934 (the “Exchange Act”), acting for its own account or the accounts of other qualified institutional buyers, that in the aggregate owns and invests on a discretionary basis at least $10 million of securities of issuers that are not affiliated with the dealer, provided, that securities constituting the whole or a part of an unsold allotment to or subscription by a dealer as a participant in a public offering shall not be deemed to be owned by such dealer;

(3)       Any dealer registered pursuant to Section 15 of the Exchange Act acting in a riskless principal transaction on behalf of a qualified institutional buyer;

(4)       Any investment company registered under the Investment Company Act, acting for its own account or for the accounts of other qualified institutional buyers, that is part of a family of investment companies which own in aggregate at least $100 million in securities of issuers, other than issuers that are affiliated with the investment company or are part of such family of investment companies.  Family of investment companies” means any two or more investment companies registered under the Investment Company Act, except for a unit investment trust whose assets consist solely of shares of one or more registered investment companies, that have the same investment adviser (or, in the case of unit investment trusts, the same depositor), provided that:

(a)      Each series of a series company (as defined in Rule 18f-2 under the Investment Company Act) shall be deemed to be a separate investment company; and

(b)       Investment companies shall be deemed to have the same adviser (or depositor) if their advisers (or depositors) are majority-owned subsidiaries of the same parent, or if one investment company's adviser (or depositor) is a majority-owned subsidiary of the other investment company's adviser (or depositor);

(5)       Any entity, all of the equity owners of which are qualified institutional buyers, acting for its own account or the accounts of other qualified institutional buyers; and

(6)       Any bank as defined in Section 3(a)(2) of the Securities Act, any savings and loan association or other institution as referenced in Section 3(a)(5)(A) of the Securities Act, or any foreign bank or savings and loan association or equivalent institution, acting for its own account or the accounts of other qualified institutional buyers, that in the aggregate owns and invests on a discretionary basis at least $100 million in securities of issuers that are not affiliated with it and that has an audited net worth of at least $25 million as demonstrated in its latest annual financial statements, as of a date not more than 16 months preceding the date of sale under the rule in the case of a U.S. bank or savings and loan association, and not more than 18 months preceding such date of sale for a foreign bank or savings and loan association or equivalent institution.

       For purposes of the foregoing definition of “qualified institutional buyer”:

(1)       In determining the aggregate amount of securities owned and invested on a discretionary basis by an entity, the following instruments and interests shall be excluded: bank deposit notes and certificates of deposit; loan participations; repurchase agreements; securities owned but subject to a repurchase agreement; and currency, interest rate and commodity swaps.

(2)       The aggregate value of securities owned and invested on a discretionary basis by an entity shall be the cost of such securities, except where the entity reports its securities holdings in its financial statements on the basis of their market value, and no current information with respect to the cost of those securities has been published.  In the latter event, the securities may be valued at market for purposes of this section.

(3)       In determining the aggregate amount of securities owned by an entity and invested on a discretionary basis, securities owned by subsidiaries of the entity that are consolidated with the entity in its financial statements prepared in accordance with generally accepted accounting principles may be included if the investments of such subsidiaries are managed under the direction of the entity, except that, unless the entity is a reporting company under Section 13 or 15(d) of the Exchange Act, securities owned by such subsidiaries may not be included if the entity itself is a majority-owned subsidiary that would be included in the consolidated financial statements of another enterprise.

(4)       “Riskless principal transaction” means a transaction in which a dealer buys a security from any person and makes a simultaneous offsetting sale of such security to a qualified institutional buyer, including another dealer acting as riskless principal for a qualified institutional buyer.

“accredited investor” means:

1.       Any bank as defined in Section 3(a)(2) of the Securities Act, or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934; any insurance company as defined in section 2(a)(13) of the Securities Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of that Act; any Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors;

2.       Any private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940;

3.       Any organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the 3 specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;

4.       Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer;

5.       Any natural person whose individual net worth, or joint net worth with that person's spouse, exceeds $1,000,000.

a.       Except as provided in paragraph (5)(ii) of this section, for purposes of calculating net worth under this paragraph (a)(5):

i.       The person's primary residence shall not be included as an asset;

ii.       Indebtedness that is secured by the person's primary residence, up to the estimated fair market value of the primary residence at the time of the sale of securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of sale of securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and

iii.       Indebtedness that is secured by the person's primary residence in excess of the estimated fair market value of the primary residence at the time of the sale of securities shall be included as a liability;

b.       Paragraph (5)(i) of this section will not apply to any calculation of a person's net worth made in connection with a purchase of securities in accordance with a right to purchase such securities, provided that:

i.       Such right was held by the person on July 20, 2010;

ii.       The person qualified as an accredited investor on the basis of net worth at the time the person acquired such right; and

iii.       The person held securities of the same issuer, other than such right, on July 20, 2010.

6.       Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person's spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;

7.       Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii); and

8.       Any entity in which all of the equity owners are accredited investors.

“U.S. person” means:

(1)       Any natural person resident in the United States;

(2)       Any partnership or corporation organized or incorporated under the laws of the United States;

(3)       Any estate of which any executor or administrator is a U.S. person;

(4)      Any trust of which any trustee is a U.S. person;

(5)       Any agency or branch of a foreign entity located in the United States;

(6)       Any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person;

(7)      Any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; and

(8)       Any partnership or corporation if:

(a)        Organized or incorporated under the laws of any foreign jurisdiction; and

(b)       Formed by a U.S. person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a) under the Securities Act) who are not natural persons, estates or trusts.

None of the following is a “U.S. person”:

(1)       Any discretionary account or similar account (other than an estate or trust) held for the benefit or account of a non-U.S. person by a dealer or other professional fiduciary organized, incorporated, or (if an individual) resident in the United States;

(2)       Any estate of which any professional fiduciary acting as executor or administrator is a U.S. person if:

(a) An executor or administrator of the estate who is not a U.S. person has sole or shared investment discretion with respect to the assets of the estate; and

(b) The estate is governed by foreign law;

(3)       Any trust of which any professional fiduciary acting as trustee is a U.S. person, if a trustee who is not a U.S. person has sole or shared investment discretion with respect to the trust assets, and no beneficiary of the trust (and no settlor if the trust is revocable) is a U.S. person;

(4)       An employee benefit plan established and administered in accordance with the law of a country other than the United States and customary practices and documentation of such country;

(5)       Any agency or branch of a U.S. person located outside the United States if:

(a)        The agency or branch operates for valid business reasons; and

(b)        The agency or branch is engaged in the business of insurance or banking and is subject to substantive insurance or banking regulation, respectively, in the jurisdiction where located; and

(6)        The International Monetary Fund, the International Bank for Reconstruction and Development, the Inter-American Development Bank, the Asian Development Bank, the African Development Bank, the United Nations, and their agencies, affiliates and pension plans, and any other similar international organizations, their agencies, affiliates and pension plans.

“non-U.S. qualified offeree” means:

(1)       In relation to each Member State of the European Economic Area (each, a “Relevant Member State”) which has implemented Directive 2003/71/EC (as amended, including by Directive 2010/73/EU and including any relevant implementing measure in a Relevant Member State, the “Prospectus Directive”), with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State, any legal entity which is a Qualified Investor as defined in the Prospectus Directive; or

(2)       Any entity or person outside the United States and the European Economic Area to whom the offers related to the New Notes may be made in compliance with all other applicable laws and regulations of any applicable jurisdiction, other than an entity or person resident in any Restricted Jurisdiction, provided that a discretionary account held for the benefit or account of a person or company resident in Canada by an investment manager or a similar fiduciary outside Canada is not a resident of Canada for this purpose. States;

For purposes of the foregoing definition of non-U.S. qualified offeree:

(1)       Qualified Investor” means a “qualified investor” as defined in the Prospective Directive, and includes:

(a)        persons or entities that are described in points (1) to (4) of Section I of Annex II to Directive 2004/39/EC of the European Parliament and of the Council of April 21, 2004 on markets in financial instruments; and

(b)        persons or entities who are, on request, treated as professional clients in accordance with Annex II to Directive 2004/39/EC, or recognized as eligible counterparties in accordance with Article 24 of Directive 2004/39/EC unless they have requested that they be treated as non-professional clients.

(2)        Restricted Jurisdiction” means each of Angola, Bahamas, Bahrain, Canada, Colombia, Curaçao, Gibraltar, Lebanon, Liechtenstein, the People’s Republic of China and the Russian Federation.

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United States” means the United States of America, its territories and possessions, any State of the United States, and the District of Columbia.