AGM Information • Apr 12, 2022
AGM Information
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23 Rue de la Loi, 7th floor, box 4, 1040 Brussels
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 Ordinary Shareholders' Meeting (the Meeting) to be held on Thursday, 12 May 2022 at 10.00 a.m. (CET) at the hotel Hilton Nicosia in Cyprus, 1 Achaion street, Engomi, 2413 Nicosia.
Taking into consideration the evolution of the pandemic and the gathering restrictions that may be in force in Cyprus at the time of the Meeting, the Board of Directors encourages all shareholders to avoid their physical presence in the Meeting and participate in it remotely either by sending a 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 on the annual accounts relating to the financial year closed on 31 December 2021 and the Statutory Auditor's Report on the annual accounts relating to the financial year closed on 31 December 2021. Both reports are available on the Company's website (https://ir.titancement.com/en/shareholder-center/annual-general-meetings).
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 2021 and the Statutory Auditor's Report on the consolidated annual accounts relating to the financial year closed on 31 December 2021. Both documents are available on the Company's website (https://ir.titancement.com/en/shareholder-center/annual-general-meetings).
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Proposed resolution: Approval of the Statutory Annual Accounts relating to the financial year ended 31 December 2021 and of the appropriation of results of the period as proposed by the Board of Directors of the Company in its Annual Report.
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: Discharge to the following persons for the exercise of their mandate as directors during the financial year ended 31 December 2021:
Efstratios-Georgios Arapoglou, William Antholis, Andreas Artemis, Leonidas Canellopoulos, Michael Colakides, Haralambos David, Lyn Grobler (as from 31.12.2021), Ioannis Paniaras (as from 13.5.2021), Dimitrios Papalexopoulos, Alexandra Papalexopoulou, Kyriakos Riris, Stylianos Triantafyllides, Dimitris Tsitsiragos, Maria Vassalou, Vassilios Zarkalis, Mona Zulficar.
Proposed resolution: Discharge to the statutory auditor of the Company, PricewaterhouseCoopers Réviseurs d'Entreprises SRL, with registered office at 1831 Diegem, 5 Culliganlaan, Brussels, represented by Didier Delanoye, for the performance of its mandate during the financial year ended 31 December 2021.
Comment on the agenda item: Upon proposal of the Nomination Committee, the Board of Directors proposes to the Meeting to confirm the mandate of Mrs. Lyn Grobler as independent director fulfilling all independence criteria as foreseen in the Belgian Corporate Governance Code 2020 and to ratify the decision of the Board of Directors dated 10.11.2021 to appoint her as director from 31.12.2021 to complete the term of the mandate of Mrs. Maria Vassalou, namely until 12 May 2022. The CV of Mrs. Lyn Grobler is available on the Company's website (https://titan-cement.com/).
Proposed resolution: Approval of the cooptation of Mrs. Lyn Grobler as independent director of the Company as from 31.12.2021 to complete the term of the mandate of Mrs. Maria Vassalou, namely until 12 May 2022. This appointment expires immediately after this Meeting.
Comment on the agenda item: The mandates of the current members of the Board of Directors, i.e. of Messrs. Efstratios-Georgios Arapoglou, William Antholis, Andreas Artemis, Leonidas Canellopoulos, Michael Colakides, Haralambos David, Lyn Grobler, Ioannis Paniaras, Dimitrios Papalexopoulos, Alexandra Papalexopoulou, Kyriakos Riris, Stylianos Triantafyllides, Dimitris Tsitsiragos, Vassilios Zarkalis and Mona Zulficar, expire immediately after this Meeting. Mr. Stylianos Triantafyllides voluntarily decided not to offer himself for reelection upon completion of his three-year term and all the members of the Board of Directors
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Annual Ordinary Shareholders' Meeting 2022

Convening Notice
express their sincere gratitude for his contribution to the Board. Upon proposal of the Nomination Committee, it is proposed to the Meeting to renew the mandates of Messrs. Efstratios-Georgios Arapoglou, William Antholis, Andreas Artemis, Leonidas Canellopoulos, Michael Colakides, Haralambos David, Lyn Grobler, Ioannis Paniaras, Dimitrios Papalexopoulos, Alexandra Papalexopoulou, Kyriakos Riris, Dimitris Tsitsiragos, Vassilios Zarkalis and Mona Zulficar for a new three-year term expiring at the end of the annual ordinary shareholders' meeting to be held in 2025 and to appoint two women as new members to the Board of Directors.
The CVs of the current members of the Board of Directors are available on the Company's website (https://titan-cement.com/).
Upon proposal of the Nomination Committee, it is proposed to the Meeting to appoint Mrs. Natalia Nicolaidis and Mrs. Theodora Taoushani as independent directors of the Company for a term of three years expiring at the end of the annual ordinary shareholders' meeting to be held in 2025. The CVs of the proposed new members are available on the Company's website (https://ir.titancement.com/en/shareholder-center/annual-general-meetings).
The mandates of the Board members will be remunerated in accordance with the Remuneration Policy that was approved by the annual ordinary shareholders' meeting held on 14 May 2020.
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Andreas Artemis fulfils the criteria of independence set forth in Principle 3.5 of the 2020 Belgian Corporate Governance Code.
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Proposed resolution: Approval of the amendment to the annual fees of the Chairman of the Board of Directors from EUR 200,000 gross per annum to EUR 235,000 gross per annum.
Comment on the agenda item: The Board of Directors informs the Meeting that the term of office of the statutory auditor, PriceWaterhouseCoopers, Réviseurs d'Entreprises SRL, with registered office located at 1831 Diegem, Culliganlaan 5, Brussels, represented by Mr. Didier Delanoye, expires at the end of this Meeting. Upon recommendation of the Audit and Risk Committee, the Board of Directors proposes to the Meeting to renew the mandate of the SRL PriceWaterhouseCoopers Réviseurs d'Entreprises ("PwC"), with registered office located at 1831 Diegem, Culliganlaan 5, Brussels, as statutory auditor of the Company, for a three-year term. PwC shall appoint Mr. Didier Delanoye, statutory auditor, for representing 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 shareholders' meeting to be held in 2025 (related to the approval of the annual accounts for the financial year ending 31 December 2024). The statutory auditor's annual fees for its mandate shall amount up to EUR 141.850 (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: Renewal of the mandate of the SRL PriceWaterhouseCoopers Réviseurs d'Entreprises ("PwC"), with registered office located at 1831 Diegem, Culliganlaan 5, Brussels, as statutory auditor of the Company for a three-year term. PwC shall appoint Mr. Didier Delanoye, statutory auditor, for representing 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 shareholders' meeting to be held in 2025 (related to the approval of the annual accounts for the financial year ending on 31 December 2024). The Meeting approves the statutory auditor's annual fees for its mandate, which shall amount up to EUR 141.850 (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: 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 affect the Company's assets or could impose an 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,
(A) included in the below agreements:
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(B) which are or may be included in any other agreement or instrument under which the Company:
Proposed resolution: Powers of attorney to be granted to Messrs. Michael Colakides, Grigorios Dikaios, Nikolaos Andreadis, Nikolaos Birakis, Spyridon Hadjinicolaou, Mrs. Sophie Rutten (Allen & Overy Belgium LLP) and Mrs. Susana Gonzales (Allen & Overy 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
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Annual Ordinary Shareholders' Meeting 2022

Convening Notice
annual accounts and the consolidated annual accounts closed on 31 December 2021, 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, 6 May 2022 at the latest.
In addition, owners of dematerialised shares must, at the latest on the same above day, i.e. on Friday, 6 May 2022, 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://portal.ava-voting.nl/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.
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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.
On the day of the Meeting, each shareholder shall follow the link sent to him/her by Beernink Productions and log in with his/her email address and password. Once the log in procedure has been successfully completed, the shareholder will be redirected to the platform.
Remote access to the Meeting is possible on Thursday, 12 May 2022 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.
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, 6 May 2022 at the latest. The shareholders are kindly requested to send the signed form electronically to the e-mail address general[email protected] within the abovementioned period.
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Convening Notice
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.titancement.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, 6 May 2022 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, 6 May 2022 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, 20 April 2022, at the latest. The Company shall publish a revised agenda the latest on the fifteenth day preceding the date of the Meeting, i.e. on Wednesday, 27 April 2022 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, 6 May 2022.
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.
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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, Rue de la Loi 23, 7th floor, box 4, 1040 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: general[email protected]) in accordance with the modalities specified in the present 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.titan-cement.com/Uploads/Privacy\_Notice\_for\_shareholders\_EN.pdf).
The Board of Directors
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