Titan S.A.

Annual Report • Mar 23, 2017

www.titan-cement.com Papalexopoulos - Chief Executive Officer, Michael Colakides, Doros Constantinou, Hiro Athanassiou, Takis-Panagiotis Canellopoulos, Alexander
					GROUP COMPANY
						1/1-31/12/2016 1/1-31/12/2015 1/1-31/12/2016			1/1-31/12/2015
Macridis, Domna Mirasyesi-Bernitsa, Ioanna Papadopoulou, Alexandra Papalexopoulou Benopoulou, Petros Sabatacakis, Ploutarchos Sakellaris*, Efthimios Vidalis, Vassilios Zarkalis.					Cash flows from operating activities Profit before taxes	63,525	42,144	22,706	63,619
*Independent non-executive directors					Adjustments for:
**Non-executive director					Depreciation	116,293	113,650	14,753	13,541
					Impairment of tangible and intangible assets	10,814	17,045	-	-
22 March 2017					Provisions	9,392	16,581	2,374	5,945
					(Ιncome)/Expenses from participations and investments	-1,580	1,240	-107	-134
					Dividend income	-346	-	-29,272	-55,112
Without qualification					Exchange differences	24,367	-38,097	-1,021	-628
					Interest (income)/expense	64,933	63,503	22,017	23,053
CONDENSED STATEMENT OF FINANCIAL POSITION					Other adjustments	4,992	19,582	1,659	1,022
(Amounts in € thousand)					Adjusted profit before changes in working capital	292,390	235,648	33,109	51,306
	GROUP		COMPANY		(Increase)/decrease in inventories	-5,091	-8,402	13,075	-1,356
	31/12/2016	31/12/2015	31/12/2016	31/12/2015	Increase in trade and other receivables	-48,341	-5,876	-5,589	-15,367
	1,573,235	1,805,720	242,777	237,424	(Increase)/decrease in operating long-term receivables/payables	-344	-3,128	37	-
	9,820	9,548	9,126	9,461	Increase/(decrease) in trade & other payables (excluding banks)	36,669	19,399	1,208	-5,226
	375,116	456,342	4,458	3,612	Cash generated from operations	275,283	237,641	41,840	29,357
	206,863	99,353	865,998	847,997	Income tax paid	-6,065	-18,128	-326	-798
	248,924	286,793	57,768	70,682	Net cash flows from operating activities (a)	269,218	219,513	41,514	28,559
	72,643	67,302	21,820	25,440	Purchase of tangible assets	-148,294	-172,465	-20,115	-16,420
	179,710	121,733	11,218	8,626	Purchase of intangible assets	-2,262	-1,011	-1,080	-224
	2,789,777	2,948,747	1,267,237	1,248,298	Proceeds from the sale of tangible and investment properties	1,024	1,305	220	356
					Proceeds from dividends	5,266	2,218	28,579	55,012
					Acquisition of subsidiaries, net of cash	-11,781	-	-	-
	338,530	338,530	338,530	338,530	Investment in associates and joint ventures	-84,953	-400	-	-
	22,826	22,826	22,826	22,826	Share capital (increase)/decrease in subsidiaries	-	-	-18,000	1,180
	2,978	1,807	2,978	1,807	Share capital increase in associates and joint ventures	-2,234	-	-	-
	-101,453	-79,077	-101,453	-79,077	Net proceeds/(payments) from the sale/(acquisition) of available-for-sale financial assets	2,128	-1,836	2,128	-1,836
	1,213,470	1,302,808	564,388	576,458	Interest received	1,059	1,767	24	52
	1,476,351	1,586,894	827,269	860,544	Net cash flows (used in)/from investing activities (b)	-240,047	-170,422	-8,244	38,120
	76,465	118,391	-	-	Net cash flows after investing activities (a)+(b)	29,171	49,091	33,270	66,679
	710,965	716,766	310,678	300,712	Proceeds from non-controlling interest's participation in subsidiary's establishment	-	35	-	-
	119,008	223,781	36,311	26,831	Proceeds from sale of treasury shares	436	638	436	638
	129,499	26,313	42,442	9,324	Payments for shares bought back	-25,193	-	-25,193	-
	277,489	276,602	50,537	50,887	Proceeds from government grants	-	227	-	-
	1,236,961	1,243,462	439,968	387,754	Interest paid	-64,713	-56,318	-23,774	-22,441
TOTAL SHAREHOLDERS EQUITY AND LIABILITIES (c)+(d)	2,789,777	2,948,747	1,267,237	1,248,298	Dividends written-off and paid to the Greek state	-24	-36	-24	-36
					Dividends & reserves paid to shareholders	-25,243	-25,316	-25,243	-25,316
CONDENSED INCOME STATEMENT					Dividends paid to non-controlling interests	-5,281	-5,635	-	-
(Amounts in € thousand)					Acquisition of non controlling interests	-	-10,591	-	-
	GROUP		COMPANY		Proceeds from borrowings	674,505	396,812	220,601	93,421
	1/1-31/12/2016	1/1-31/12/2015	1/1-31/12/2016	1/1-31/12/2015	Payments of borrowings	-511,820	-370,366	-177,906	-121,862
	1,509,153	1,397,818	262,475	273,193	Net cash flows (used in)/from financing activities (c)	42,667	-70,550	-31,103	-75,596
	-1,072,139	-1,039,425	-199,836	-202,442	Net increase/(decrease) in cash and cash equivalents (a)+(b)+(c)	71,838	-21,459	2,167	-8,917
Gross profit before depreciation,amortization and impairment	437,014	358,393	62,639	70,751	Cash and cash equivalents at beginning of the year	121,733	142,946	8,626	16,971
	-14,679	-6,566	10,994	10,193	Effects of exchange rate changes	-13,861	246	425	572
	-122,108	-114,169	-43,276	-37,048	Cash and cash equivalents at end of the year	179,710	121,733	11,218	8,626
					NOTES

Purchase of treasury shares -25,193 - -25,193 -

Supervising Authority:	Ministry of Economy, Development and Tourism (Department for Companies and G.E.MI.)					CASH FLOW STATEMENT
Company's web address:	www.titan-cement.com					(Amounts in € thousand)
Board of Directors:	Efstratios-Georgios Arapoglou** - Chairman, Nellos Canellopoulos - Vice Chairman, Dimitrios Papalexopoulos - Chief Executive Officer,					GROUP COMPANY
		Michael Colakides, Doros Constantinou, Hiro Athanassiou, Takis-Panagiotis Canellopoulos, Alexander Macridis, Domna Mirasyesi-Bernitsa, Ioanna Papadopoulou, Alexandra Papalexopoulou Benopoulou, Petros Sabatacakis, Ploutarchos Sakellaris*, Efthimios Vidalis, Vassilios Zarkalis.					1/1-31/12/2016 1/1-31/12/2015 1/1-31/12/2016		1/1-31/12/2015
						Cash flows from operating activities Profit before taxes	63,525	42,144	22,706	63,619
	*Independent non-executive directors					Adjustments for:
	**Non-executive director					Depreciation	116,293	113,650	14,753	13,541
Date of approval of the Financial Statements :	22 March 2017					Impairment of tangible and intangible assets Provisions	10,814 9,392	17,045 16,581	- 2,374	- 5,945
Name of the auditor:	Konstantinos Michalatos (SOEL R.N. 17701)					(Ιncome)/Expenses from participations and investments	-1,580	1,240	-107	-134
Auditing firm:	PricewaterhouseCoopers S.A.					Dividend income	-346	-	-29,272	-55,112
Report of the Auditors:	Without qualification					Exchange differences Interest (income)/expense	24,367 64,933	-38,097 63,503	-1,021 22,017	-628 23,053
	CONDENSED STATEMENT OF FINANCIAL POSITION					Other adjustments	4,992	19,582	1,659	1,022
	(Amounts in € thousand)					Adjusted profit before changes in working capital	292,390	235,648	33,109	51,306
ASSETS		GROUP 31/12/2016	31/12/2015	COMPANY 31/12/2016	31/12/2015	(Increase)/decrease in inventories Increase in trade and other receivables	-5,091 -48,341	-8,402 -5,876	13,075 -5,589	-1,356 -15,367
Tangible assets		1,573,235	1,805,720	242,777	237,424	(Increase)/decrease in operating long-term receivables/payables	-344	-3,128	37	-
Investment properties		9,820	9,548	9,126	9,461	Increase/(decrease) in trade & other payables (excluding banks)	36,669	19,399	1,208	-5,226
Intangible assets		375,116	456,342	4,458	3,612	Cash generated from operations	275,283	237,641	41,840	29,357
Other non current assets Inventories		206,863 248,924	99,353 286,793	865,998 57,768	847,997 70,682	Income tax paid Net cash flows from operating activities (a)	-6,065 269,218	-18,128 219,513	-326 41,514	-798 28,559
Trade receivables		123,466	101,956	54,072	45,056	Cash flows from investing activities
Other current assets		72,643	67,302	21,820	25,440	Purchase of tangible assets	-148,294	-172,465	-20,115	-16,420
Cash and cash equivalents		179,710	121,733	11,218	8,626	Purchase of intangible assets	-2,262	-1,011	-1,080	-224
TOTAL ASSETS		2,789,777	2,948,747	1,267,237	1,248,298	Proceeds from the sale of tangible and investment properties Proceeds from dividends	1,024 5,266	1,305 2,218	220 28,579	356 55,012
SHΑREHOLDERS EQUITY AND LIABILITIES						Acquisition of subsidiaries, net of cash	-11,781	-	-	-
Share Capital (84,632,528 shares of € 4.00)		338,530	338,530	338,530	338,530	Investment in associates and joint ventures	-84,953	-400	-	-
Share Premium		22,826	22,826	22,826	22,826	Share capital (increase)/decrease in subsidiaries	-	-	-18,000	1,180
Share stock options Treasury Shares		2,978 -101,453	1,807 -79,077	2,978 -101,453	1,807 -79,077	Share capital increase in associates and joint ventures Net proceeds/(payments) from the sale/(acquisition) of available-for-sale financial assets	-2,234 2,128	- -1,836	- 2,128	- -1,836
Retained earnings and other reserves		1,213,470	1,302,808	564,388	576,458	Interest received	1,059	1,767	24	52
Total share capital and reserves (a)		1,476,351	1,586,894	827,269	860,544	Net cash flows (used in)/from investing activities (b)	-240,047	-170,422	-8,244	38,120
Non-controlling interests (b)		76,465	118,391	-	-	Net cash flows after investing activities (a)+(b)	29,171	49,091	33,270	66,679
Total Equity (c)=(a)+(b) Long-term borrowings		1,552,816 710,965	1,705,285 716,766	827,269 310,678	860,544 300,712	Cash flows from financing activities Proceeds from non-controlling interest's participation in subsidiary's establishment	-	35	-	-
Provisions and other long-term liabilities		119,008	223,781	36,311	26,831	Proceeds from sale of treasury shares	436	638	436	638
Short-term borrowings		129,499	26,313	42,442	9,324	Payments for shares bought back	-25,193	-	-25,193	-
Other short-term liabilities Total liabilities (d)		277,489 1,236,961	276,602 1,243,462	50,537 439,968	50,887 387,754	Proceeds from government grants Interest paid	- -64,713	227 -56,318	- -23,774	- -22,441
TOTAL SHAREHOLDERS EQUITY AND LIABILITIES (c)+(d)		2,789,777	2,948,747	1,267,237	1,248,298	Dividends written-off and paid to the Greek state	-24	-36	-24	-36
						Dividends & reserves paid to shareholders	-25,243	-25,316	-25,243	-25,316
	CONDENSED INCOME STATEMENT					Dividends paid to non-controlling interests	-5,281	-5,635	-	-
	(Amounts in € thousand)	GROUP		COMPANY		Acquisition of non controlling interests Proceeds from borrowings	- 674,505	-10,591 396,812	- 220,601	- 93,421
		1/1-31/12/2016	1/1-31/12/2015	1/1-31/12/2016	1/1-31/12/2015	Payments of borrowings	-511,820	-370,366	-177,906	-121,862
Revenue		1,509,153	1,397,818	262,475	273,193	Net cash flows (used in)/from financing activities (c)	42,667	-70,550	-31,103	-75,596
Cost of sales		-1,072,139	-1,039,425	-199,836	-202,442	Net increase/(decrease) in cash and cash equivalents (a)+(b)+(c)	71,838	-21,459	2,167	-8,917
Gross profit before depreciation,amortization and impairment Other operating (expenses)/income		437,014	358,393	62,639	70,751	Cash and cash equivalents at beginning of the year	121,733	142,946	8,626	16,971
Administrative expenses		-14,679 -122,108	-6,566 -114,169	10,994 -43,276	10,193 -37,048	Effects of exchange rate changes Cash and cash equivalents at end of the year	-13,861 179,710	246 121,733	425 11,218	572 8,626
Selling and marketing expenses		-21,628	-21,236	-271	-128
Profit before interest, taxes, depreciation, amortization and impairment		278,599	216,422	30,086	43,768	NOTES
Depreciation, amortization and impairment of tangibles/ intangibles assets		-127,107	-130,695	-14,753	-13,541	1. In implementation of decision dated 17th June 2016 of the Annual General Meeting of Shareholders and resolution dated 17th June 2016 of the Board of
Profit before interest and taxes Gains from participations and investments		151,492 1,926	85,727 1,565	15,333 29,379	30,227 55,246	Directors, pursuant to article 16 par. 1 of Law 2190/1920, the Company purchased in 2016 1,219,658 own common shares of a total purchase value of
Losses from participations and investments		-	-2,805	-	-	€24,264,346 and 79,595 own preference shares of a total purchase value of €928,266. The corresponding nominal value of the total own shares purchased in
Finance costs		-90,385	-48,158	-22,006	-21,854	2016 was €5,197,012 representing 1.54% of the share capital of the company. On 31.12.2016 the total number treasury shares held by the Company was 3,957,191, of a total purchase value of €101,453 thousand, which has been deducted from the Shareholders Equity of the Company and the Group.
Share on profit of associates and joint ventures Profit before taxes		492 63,525	5,815 42,144	- 22,706	- 63,619
Plus/(Less): Income tax expense		63,805	-6,848	-5,887	-3,477	2. Certain prior year amounts have been reclassified for presentation purposes with no impact on the prior year equity, turnover and earnings after tax of the
Profit after taxes (a)		127,330	35,296	16,819	60,142	Group and the Company (note 36 of annual financial statements).
Attributable to:
Equity holders of the parent Non-controlling interests		127,444 -114	33,754 1,542	16,819 -	60,142 -	3. The assets of the Company have not been pledged. On the Turkish subsidiary Adocim Marmara Cimento Beton Sanayi ve Ticaret A.S. assets, there is mortgage of €4.6 million, securing its bank credit facilities.
Basic earnings per share (in €)		1.5612	0.4126	0.2060	0.7352	4. Number of employees at the end of the reporting period: Group 5,482 (2015: 5,654), Company 842 (2015: 829).
Diluted earnings per share (in €)		1.5521	0.4103	0.2048	0.7310
	CONDENSED STATEMENT OF COMPREHENSIVE INCOME					5. Capital expenditure excluding acquisitions and intangible assets for the fiscal year of 2016 amounted to: Group €148.3 mil. (2015: €172.6 mil.), Parent Company €20.1 mil. (2015: €16.4 mil.).
	(Amounts in € thousand)
		GROUP		COMPANY		6. Transactions during the fiscal year 2016 and balances as of 31 December 2016 with related parties, as defined in IAS 24, are as follows:
		1/1-31/12/2016	1/1-31/12/2015	1/1-31/12/2016	1/1-31/12/2015	Amounts in € thousand		Group	Company
Profit after taxes (a)		127,330	35,296	16,819	60,142	a) Income		-	123,890
Other comprehensive (loss)/income:						b) Expenses		624	30,298
Exchange differences on translation of foreign operations		-200,509	45,298	-	-	c) Receivables		-	26,654
Currency translation differences on transactions designated as part of net investment in foreign operation		-40,174	-	-	-	d) Payables e) Key management compensations		344 8,187	363,444 8,187
Net (loss)/gains on available-for-sale financial assets		-234	1,389	-139	139	f) Receivables from key management		15	15
Revaluation of land and buildings		577	-	-	-
Re-measurement (losses)/gains on defined benefit plans		-1,475	2,767	-2,067	1,601	7. Companies included in the consolidated financial statements of fiscal year 2015 are presented in the note 14 of the Group's annual financial statements including locations, percentage Group ownership and consolidation method.
Share of other comprehensive losses of associates and joint ventures Income tax relating to components of other comprehensive income		-13 9,704	-18 -1,384	- 639	- -897
Other comprehensive (loss)/income net of tax (b)		-232,124	48,052	-1,567	843	8. The unaudited by the tax authorities fiscal years for the Company and the Group's subsidiaries are presented in detail in the note 35 of the annual financial
Total comprehensive (loss)/income net of tax (a)+(b)		-104,794	83,348	15,252	60,985	statements. There are no material provisions accounted for the unaudited by the tax authorities fiscal years as well as for litigation issues both for the Group
						and the Company.
Total comprehensive (loss)/income attributable to:
Shareholders Non-controlling interests		-61,137 -43,657	80,470 2,878	15,252 -	60,985 -	9. The balance of other provisions (short and long term) as of 31.12.2016 amounted to €29.6 mil for the Group (31.12.2015: €27.8 mil.) and €10.3 m. for the Company (31.12.2015: €7.9 m.).
	CONDENSED STATEMENT OF CHANGES IN EQUITY					10. In June 2016, TITAN GLOBAL FINANCE Plc (a subsidiary of the Company) issued a 5-year bond of a total nominal amount of €300 million with a coupon of
	(Amounts in € thousand)					3.50% per annum, guaranteed by the Company.
		GROUP 31/12/2016	31/12/2015	COMPANY 31/12/2016	31/12/2015	11. On 31 May 2016, Adocim Cimento Beton Sanayi ve Ticaret A.S formed the company Adocim Marmara Cimento Beton Sanayi ve Tikaret A.S. (Adocim
Equity balance at beginning of the year (1/1/2016 and 1/1/2015 respectively)		1,705,285	1,627,595	860,544	823,301	Marmara) in which the Group was granted ownership percentage 50%. Τhe Group incorporated the newly formed company with the equity method of
Total comprehensive (loss)/income		-104,794	83,348	15,252	60,985	consolidation in the Group financial statements up to 22 August 2016, date on which the Group acquired the remaining 50% of the Adocim Marmara shares.
Dividends distributed to ordinary and preferred shares Special reserve distributed to shareholders		-25,390 -	-12,695 -12,695	-25,390 -	-12,695 -12,695	Since the acquisition date, the company is consolidated in the Group's financial statements with the full consolidation method, instead of equity method.

638
- 13.
-
1,010
-
-
- 14.
860,544

TITAN CEMENT COMPANY S.A.

22A Halkidos Street - 111 43 Athens DATA AND INFORMATION for the year ended 31 December 2016

The figures illustrated below provide summary information about the financial position of Titan Cement S.A. and its subsidiaries. We advise the reader who seeks a complete picture of the financial position to visit the Company's web site, where the full year financial statements according to International Financial Reporting Standards together with the auditor's report, are presented.

				Amounts in € thousand	Group	Company
1/1-31/12/2016	1/1-31/12/2015	1/1-31/12/2016	1/1-31/12/2015
127,330	35,296	16,819	60,142	a) Income	-	123,890
				b) Expenses	624	30,298
				c) Receivables
				d) Payables	344	363,444
				e) Key management compensations	8,187	8,187
				f) Receivables from key management

Dividends distributed to non-controlling interests -4,500 -9,156 - - 12. As of 20 September 2016, the Brazilian company Companhia Industrial De Cimento Apodi is incorporated in the Group financial statements with the equity method of consolidation. The Group's participation ownership percentage in Companhia Industrial De Cimento Apodi is 47.0%.

1. The Board of Directors will propose to the Annual General Assembly of Shareholders, scheduled to take place on 12 May 2017 the distribution of dividend of a total amount of €8,463,253 i.e. €0.10 per share and, in addition, a return of capital of a total amount of €84,632,528 i.e. €1.0 per share. Pursuant to article 16 paragraph 8 of L. 2190/1920, the final amounts to be distributed per share will be increased by the amount, corresponding to the treasury shares held by the Company.

Earnings per share have been calculated on the total weighted average number of common and preference shares, excluding the average number of treasury shares.

The Annual General Meeting of Shareholders of Titan Cement Company S.A., which was held on 17th June 2016, approved the distribution of dividend for the financial year 2015 of a total amount of €25,390, corresponding to €0.30 per share (ordinary or preference). The dividend amount was proportionately increased by the dividend corresponding to the treasury stock held by the Company and amounted to €0.30989 per share. The Company withheld on behalf of the Shareholder a 10% tax and, as a result, the net amount paid was €0.27890 per share.

Company's Number in the General Electronic Commercial Registry: 224301000

(former Company's Number in the Register of Societes Anonymes: 6013/06/Β/86/90)

Chairman of the Board of Directors	Chief Executive Officer	Chief Financial Officer	Finance Director Greece	Financial Consolidation Senior Manager
EFSTRATIOS -GEORGIOS ATH. ARAPOGLOU	DIMITRIOS TH. PAPALEXOPOULOS	MICHAEL H. COLAKIDES	GRIGORIOS D. DIKAIOS	ATHANASIOS S. DANAS
ID No AB309500	I.D.No ΑΚ031353	Passport No K00215552	I.D No ΑΒ291692	I.D.No ΑΝ023225

Athens 22 March 2017