Pre-Annual General Meeting Information • Apr 4, 2025
Pre-Annual General Meeting Information
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Company Limited by Shares 37 Square de Meeûs, 4th floor, 1000 Brussels, Belgium Register of Legal Entities (Brussels): 0699.936.657
The Board of Directors of Titan Cement International SA (the Company) is pleased to invite the shareholders of the Company to the Annual General Meeting of Shareholders (the Meeting) to be held on Thursday, 8 May 2025 at 10.00 a.m. CET, at the hotel Hilton Nicosia in Cyprus, 1 Achaion street, Engomi, 2413 Nicosia.
Shareholders who wish to attend the Meeting remotely may have the option to do so by proxy or by voting remotely by correspondence before the Meeting or by voting remotely during the Meeting.
Comment on the agenda item: The Board of Directors requests the Meeting to take note of the Annual Report of the Board of Directors and the statutory auditor's report on the annual accounts relating to the financial year closed on 31 December 2024. Both reports are available on the Company's website (https://ir.titan-cement.com/en/shareholder-center/annual-generalmeetings).
Comment on the agenda item: The Board of Directors requests the Meeting to take note of the consolidated annual accounts relating to the financial year closed on 31 December 2024, the consolidated report of the Board of Directors on these accounts (including the Sustainability Statement), the statutory auditor's report on these accounts and the limited assurance report of the statutory auditor on the sustainability information for the accounting year closed on 31 December

2024. These documents are available on the Company's website (https://ir.titancement.com/en/shareholder-center/annual-general-meetings).
Proposed resolution: On the proposal of the Board of Directors, acting on the recommendation of the Audit and Risk Committee, in accordance with Article 3:60 §2 of the Companies and Associations Code, the Meeting confirms and approves the appointment of PwC Reviseurs d'Entreprises SRL ("PwC"), with registered office located at 1831 Diegem, Culliganlaan 5, Brussels, Belgium, represented by Mr. Didier Delanoye, as the auditor responsible for providing limited assurance on the sustainability reporting for a one-year term, covering the accounting year 2024, in alignment with their current mandate as statutory auditor of the statutory financial statements, which term shall terminate at the end of this Meeting. The Meeting approves the associated annual fees for PwC's mandate, which shall amount up to EUR 270,000 (plus VAT, out-of-pocket expenses, the IRE/IBR fee and lump sum expense as reimbursement for technology and compliance costs).
Comment on the agenda item: Given the strong profitability achieved in 2024 and taking into account the liquidity secured through the IPO of Titan America, the Board of Directors is proposing to the Meeting an ad-hoc increase of the annual dividend by EUR 2.00 per share to a total dividend of EUR 3.00 per share, with the payment date of 3 July 2025.
Proposed resolution: Approval of the Statutory Annual Accounts relating to the financial year ended 31 December 2024 and the appropriation of results for the financial year setting a gross dividend of EUR 3.00 per share. The dividend will be payable on 3 July 2025.
Proposed resolution: Approval of the Remuneration Report presented by the Board of Directors, as prepared by the Remuneration Committee and included in the Annual Report.
Proposed resolution: The Meeting decides to discharge the following persons from any liability arising from the exercise of their mandate as directors during the financial year ended on 31 December 2024:
William-John Antholis, Andreas Artemis, Marcel-Constantin Cobuz, Michael Colakides, Haralambos David, Lyn-Mary Grobler, Paula Hadjisotiriou, Leonidas Kanellopoulos, Natalia Nikolaidi, Ioannis

Paniaras, Dimitrios Papalexopoulos, Alexandra Papalexopoulou, Kyriakos Riris, Sandra Soares Santos (from 9 May 2024), Theodora Taoushani (until 8 May 2024), Dimitris Tsitsiragos, and Vassilios Zarkalis.
Proposed resolution: The Meeting decides to discharge the statutory auditor of the Company, PwC Réviseurs d'Entreprises SRL, with registered office at 1831 Diegem, 5 Culliganlaan, Brussels, represented by Didier Delanoye, from any liability for the performance of its mandate during the financial year ended on 31 December 2024.
Comment on the agenda item: The mandates of the current members of the Board of Directors, i.e. of Mr. Andreas Artemis, Mr. Marcel-Constantin Cobuz, Mr. Michael Colakides, Mr. Haralambos David, Ms. Lyn-Mary Grobler, Ms. Paula Hadjisotiriou, Mr. Leonidas Kanellopoulos, Ms. Natalia Nikolaidi, Mr. Dimitrios Papalexopoulos, Ms. Alexandra Papalexopoulou, Mr. Kyriakos Riris, and Mr. Dimitris Tsitsiragos, expire immediately after this Meeting. Upon proposal of the Nomination Committee, it is proposed to the Meeting to renew the mandates of:
The CVs of the current members of the Board of Directors are available on the Company's website (https://www.titan-cement.com/).
The members of the Board of Directors will be remunerated for their mandate in accordance with the Remuneration Policy which is submitted for approval to this Meeting.
a. Renewal of the mandate of Mr. Andreas Artemis as independent director of the Company for a term of one year expiring at the end of the annual general meeting of shareholders to be held in 2026.

Comment on the agenda item: Upon proposal of the Remuneration Committee, the Board of Directors proposes to the Meeting to take note of and approve certain revisions to the Remuneration Policy. A copy of the proposed amended Remuneration Policy is available on the

Company's website (https://ir.titan-cement.com/en/shareholder-center/annual-generalmeetings).
Proposed resolution: Approval of the amendment of the Remuneration Policy of the Company.
Proposed resolution: On the proposal of the Board of Directors, acting on the recommendation of the Audit and Risk Committee, the Meeting decides to renew the mandate of PwC Réviseurs d'Entreprises SRL ("PwC"), with registered office located at 1831 Diegem, Culliganlaan 5, Brussels, as statutory auditor of the Company for a three-year term, covering the financial years 2025, 2026, and 2027. PwC shall appoint Mr. Didier Delanoye, statutory auditor, to represent it and entrust him with the execution of this term of office, in the name and for the account of PwC. The term of office shall terminate at the end of the annual general meeting of shareholders to be held in 2028 (related to the approval of the annual accounts for the financial year ending on 31 December 2027). The Meeting approves the statutory auditor's annual fees for its mandate, which shall amount up to EUR 191,750 (plus VAT, sundry expenses and IRE contribution), and shall be adapted each year, based on the consumer price index or with the parties' agreement.
Proposed resolution: On the proposal of the Board of Directors, acting on the recommendation of the Audit and Risk Committee, in accordance with Article 3:60 §2 of the Companies and Associations Code, the Meeting decides to appoint PwC Réviseurs d'Entreprises SRL ("PwC"), with registered office located at 1831 Diegem, Culliganlaan 5, Brussels, represented by Mr. Didier Delanoye, as the auditor responsible for providing limited assurance on the sustainability reporting for a three-year term, covering the accounting years 2025, 2026, and 2027. The term of office shall terminate at the end of the annual general meeting of shareholders to be held in 2028 (related to the approval of the annual accounts for the accounting year ending on 31 December 2027). The Meeting approves the associated annual fees for PwC's mandate, which shall amount up to EUR 265,000 (plus VAT, out-of-pocket expenses, the IRE/IBR fee and lump sum expense as reimbursement for technology and compliance costs) subject to annual adjustments based on the evolution of the consumer price index or as agreed between the parties.
Proposed resolution: Approval, in accordance with Article 7:151 of the Belgian Code of Companies and Associations, of the provisions granting rights to third parties, which could materially affect the

Company's assets or could impose a material debt or obligation on the Company where the exercise of those rights is dependent on a public take-over bid or change of control in the Company,

Company and/or its subsidiaries, subject to the aggregate total principal amount committed under all financing transactions that include such provisions not exceeding EUR 500,000,000 (five hundred million Euros, or its equivalent in other currencies calculated at the time of entering into the relevant financing transaction);
Proposed resolution: The Meeting decides to grant a special power of attorney to Messrs. Michael Colakides, Grigorios Dikaios, Nikolaos Andreadis, Nikolaos Birakis, Spyridon Hadjinicolaou, as well as to Sophie Rutten, Jasper Clarys and Susana Gonzales or any other lawyer or associate of Allen Overy Shearman Sterling (Belgium) LLP, each acting independently, in order to draft, execute and sign all documents, instruments, acts and formalities and to give all necessary or useful instructions to implement the aforementioned resolutions, including, but not limited to, the filing of the annual accounts and the consolidated annual accounts closed on 31 December 2024, and the annual report and the statutory auditor's report relating thereto, with the National Bank of Belgium, the publication of the appointments and extracts of the resolutions and the completion of the necessary publication formalities, with the right to delegate.
Any shareholder wishing to attend, participate and vote at the Meeting either physically, or by proxy or by voting remotely by correspondence before the Meeting or by voting remotely during the Meeting, must:

Shareholders holding shares via Euroclear can also notify the Company through the platform of ABN AMRO by following the link www.abnamro.com/evoting within the same period as indicated above, i.e. until Friday, 2 May 2025 at the latest.
In addition, owners of dematerialised shares must, at the latest on the same above day, i.e. on Friday, 2 May 2025, provide the Company (or the person designated by the Company), with a certificate issued by financial intermediary certifying the number of shares owned on the Record Date by the relevant shareholder and for which it has notified its intention to participate in the Meeting. The certificate should be submitted electronically by a financial intermediary via www.abnamro.com/intermediary.
Shareholders who wish to participate remotely in the Meeting must follow the following procedure:
Each shareholder who wishes to be granted remote access to the Meeting is requested to register for the Meeting via the link: https://mundavote.eu/titan.
By following the link above, the shareholder will be redirected to the registration platform, whereby he/she can register to participate remotely in the Meeting. The shareholder will be required to fill in his/her credentials.
• Shareholders holding shares via Euroclear:
Each shareholder holding shares on the Record Date will be verified by ABN AMRO and will receive an email confirming his/her registration for remote participation in the Meeting, as well as further instructions and information on joining the Meeting.
• Shareholders holding shares on Athens Exchange:
Each shareholder holding shares on the Record Date will be verified by Profile Software and will receive an email confirming his/her registration for remote participation in the Meeting, as well as further instructions and information on joining the Meeting.
At least one day before the Meeting each shareholder will receive an e-mail with a unique, personal link to the platform on which the Meeting will be hosted.
Remote access to the Meeting is possible on Thursday, 8 May 2025 from 09.00 a.m. CET until the end of the Meeting via the link communicated by email. Shareholders may choose to follow the Meeting in English, Greek or French.
As part of the webcast and without prejudice to the right to ask questions as set out below, shareholders will have the opportunity to submit questions in real time in writing on topics related to agenda items via the platform hosting the Meeting.

Convening Notice
Shareholders who have chosen to vote before the Meeting either by proxy or by correspondence as provided below, will be able to attend the Meeting live and submit any questions, as set out above, but they will not be able to vote remotely during the Meeting. Shareholders who have not voted before the Meeting either by proxy or by correspondence, will be able to vote remotely during the Meeting.
The Board of Directors informs the shareholders that remote participation in the Meeting may entail certain technical risks. Therefore, shareholders who wish to avoid these risks are invited to exercise their voting rights before the Meeting either by sending a proxy to the Company or by voting remotely by correspondence.
Any shareholder wishing to be represented at the Meeting by a proxyholder must designate his/her proxy holder using the form prepared by the Company, which is available on the Company's website (link: https://ir.titan-cement.com/en/shareholder-center/annual-general-meetings). The appointment of a proxy holder may take place in paper form or electronically. The signed paper form must be received by the Company at the latest on the sixth calendar day preceding the day of the Meeting, i.e. by Friday, 2 May 2025 at the latest. The shareholders are kindly requested to send the signed form electronically to the e-mail address [email protected] within the abovementioned period.
Shareholders holding shares via Euroclear may also appoint their proxy electronically, through the platform of ABN AMRO (link: www.abnamro.com/evoting), if the shareholder's financial intermediary is affiliated to such platform, following the relevant instructions available on the Company's website (link: https://ir.titan-cement.com/en/shareholder-center/annual-general-meetings). The electronic form must be completed and submitted through the platform of ABN AMRO at the latest on the sixth calendar day preceding the day of the Meeting, i.e. by Friday, 2 May 2025 at the latest.
In accordance with Article 36 of the Company's Articles of Association, any shareholder may vote remotely before the Meeting, by correspondence, using the form available on the Company's website (link: https://ir.titan-cement.com/en/shareholder-center/annual-general-meetings), provided that he/she has complied with the admission formalities referred above.
The duly completed and signed form must be sent electronically to the e-mail address general[email protected] six calendar days before the Meeting at the latest, i.e. by Friday, 2 May 2025 at the latest.
One or more shareholders holding together at least 3% of the Company's share capital may request for items to be added to the agenda and may submit resolution proposals with regard to existing agenda

items or new items to be added to the agenda, provided that they prove holding of such shareholding as at the date of their request, in accordance with the above-mentioned Admission Formalities.
The Company must receive the new agenda items and/or resolution proposals to be added to the agenda via a signed paper form or electronically at the address [email protected], at the latest on the twenty-second calendar day preceding the date of the Meeting, i.e. on Wednesday, 16 April 2025, at the latest. The Company shall publish a revised agenda at the latest on the fifteenth day preceding the date of the Meeting, i.e. on Wednesday, 23 April 2025 at the latest.
Shareholders may submit questions relating to the items of the agenda during the Meeting or in writing to the members of the Board of Directors and/or to the statutory auditor who will answer the questions asked provided that the shareholder asking them has complied with the abovementioned Admission Formalities. The Company must receive the written questions no later than the sixth day preceding the meeting, i.e. no later than Friday, 2 May 2025.
Shareholders who intend to participate in the Meeting remotely according to the procedure described above (in section "PRACTICAL GUIDELINES FOR REMOTE PARTICIPATION OF SHAREHOLDERS IN THE MEETING") can also submit their questions in writing during the Meeting through the platform used to host the Meeting.
The annual report and the documents required by the law to be made available to shareholders, together with this convening notice, are available on the Company's website (link: https://ir.titancement.com/en/shareholder-center/annual-general-meetings), including the proxy form and the form to vote by correspondence before the Meeting.
Prior written questions concerning items on the agenda, requests to amend the agenda of the Meeting, forms of remote voting to vote before Meeting, forms to appoint proxyholders, all certificates and other documents which must be communicated to the Company pursuant to the present convening notice must be addressed to Titan Cement International SA, 37 Square de Meeûs, 4th floor, 1000 Brussels, Belgium (tel: +30 210 2591 257 / e-mail: [email protected]) or to Titan Cement International SA, 12 Andrea Zakou and Michail Paridi street, MC Building, Egkomi, 2404 Nicosia, Cyprus (tel: +30 210 2591 257 / e-mail: [email protected]) in accordance with the modalities specified in the present convening notice.

Convening Notice
The Company takes privacy and security of the personal data that it receives from shareholders in the context of the Meetings very seriously. Shareholders may consult the Privacy Notice for Shareholders for information about the processing of their personal data and the rights to which they are entitled under the General Data Protection Regulation (Regulation (EU) 2016/679) ("GDPR"). This Privacy Notice is available on the Company's website (link: https://ir.titancement.com/Uploads/Privacy\_Notice\_for\_shareholders\_EN.pdf).
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