OFFERING CIRCULAR

TITAN GLOBAL FINANCE PLC (incorporated with limited liability in England and Wales) E250,000,000 2.375 per cent Guaranteed Notes due 2024 unconditionally and irrevocably guaranteed by TITAN CEMENT COMPANY S.A.

(incorporated with limited liability in the Hellenic Republic) Issue price: 100 per cent

The A250,000,000 2.375 per cent Guaranteed Notes due 2024 (the ‘‘Notes’’) are proposed to be issued on the Closing Date (as defined below) by Titan Global Finance Plc (the ‘‘Issuer’’) and unconditionally and irrevocably guaranteed by Titan Cement Company S.A. (the ‘‘Guarantor’’). The Issuer may, at its option, redeem all, but not some only, of the Notes at any time during the period commencing on (and including) 16 May 2024 to (but excluding) 16 November 2024 at par plus accrued interest (if any). The Issuer may also, at its option, redeem all, but not some only, of the Notes at any time at par plus accrued interest in the event of certain tax changes as described under ‘‘Conditions of the Notes – Redemption and Purchase’’. Unless previously redeemed, the Notes will mature on 16 November 2024. Application has been made to the Irish Stock Exchange for the approval of this document as Listing Particulars. Application has also been made to the Irish Stock Exchange for the Notes to be admitted to the Official List and admitted to trading on the Global Exchange Market, which is the exchange-regulated market of the Irish Stock Exchange. The Global Exchange Market is not a regulated market for the purposes of Directive 2004/39/EC. No assurance can be given that the application will be granted. Furthermore, admission of the Notes to the Official List of the Irish Stock Exchange and to trading on the Global Exchange Market thereof is not an indication of the merits of the Issuer, the Guarantor or the Notes. The Notes are expected to be assigned on issue a rating of BB+ by Standard & Poor’s Credit Market Services Europe Limited (‘‘S&P’’). A rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating organisation. An investment in the Notes involves certain risks. Prospective investors should have regard to the factors described under the heading ‘‘Risk Factors’’ on pages 6 to 19. The Notes and the guarantee of the Notes by the Guarantor have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the ‘‘Securities Act’’), or the laws of any other jurisdiction, and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The offering of Notes is being made only outside the United States to certain persons in offshore transactions in reliance on Regulation S under the Securities Act (‘‘Regulation S’’). For additional information about eligible offerees and transfer restrictions, see ‘‘Subscription and Sale’’. The Notes are in registered form in denominations of A100,000 and integral multiples of A1,000 in excess thereof. The Notes are represented by a global registered note certificate (the ‘‘Global Note Certificate’’) registered in the name of Socie´te´Ge´ne´rale Bank and Trust Luxembourg, Common Depositary Account, as nominee for, and deposited with, the common safekeeper for Euroclear Bank SA/NV (‘‘Euroclear’’) and Clearstream Banking S.A. (‘‘Clearstream, Luxembourg’’ and, together with Euroclear, the ‘‘Clearing Systems’’). Individual note certificates (‘‘Individual Note Certificates’’) evidencing holdings of Notes will only be available in certain limited circumstances. See ‘‘Summary of Provisions relating to the Notes in Global Form’’. The Issuer expects the Notes to be delivered to investors in book entry form on or about 16 November 2017 (the ‘‘Closing Date’’). HSBC Socie´te´Ge´ne´rale Joint Global Coordinators and Joint Active Bookrunners ABN AMRO Raiffeisen Bank International Joint Bookrunners Alpha Bank Eurobank National Bank of Greece Piraeus Bank Co-Managers

The date of this Offering Circular is 10 November 2017 NOTICE TO INVESTORS

Each of the Issuer and the Guarantor accepts responsibility for the information contained in this Offering Circular. To the best of the knowledge of the Issuer and the Guarantor (each having taken all reasonable care to ensure that such is the case) the information contained in this Offering Circular is in accordance with the facts and does not omit anything likely to affect the import of such information. The Issuer and the Guarantor, having made all reasonable enquiries, confirm that this Offering Circular contains all material information with respect to the Issuer and the Guarantor and the Notes (including all information which, according to the particular nature of the Issuer, the Guarantor and of the Notes, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profits and losses and prospects of the Issuer and the Guarantor and of the rights attaching to the Notes), that the information contained or incorporated in this Offering Circular is true and accurate in all material respects and is not misleading, that the opinions and intentions expressed in this Offering Circular are honestly held and that there are no other facts the omission of which would make this Offering Circular or any of such information or the expression of any such opinions or intentions misleading. Each of the Issuer and the Guarantor accepts responsibility accordingly. This Offering Circular contains statements regarding the Guarantor’s industry and its relative competitive position in the industry that are not based on published statistical data or information obtained from independent third parties, but are based on the Guarantor’s experience and its own investigation of market conditions, including its own elaborations of such published statistical or third-party data. Although the Guarantor’s estimates are based on information obtained from its customers, sales force, trade and business organisations, market survey agencies and consultants, government authorities and associations in its industry which it believes to be reliable, there is no assurance that any of these assumptions are accurate or correctly reflect the Guarantor’s position in the industry. None of the Guarantor’s internal surveys or information have been verified by independent sources. While the Guarantor has compiled, extracted and, to the best of its knowledge, correctly reproduced market or other industry data from external sources, including third parties or industry or general publications, the Guarantor has not independently verified such data. The Guarantor cannot assure investors of the accuracy and completeness of, and takes no responsibility for, such data other than the responsibility for the correct and accurate reproduction thereof. The Guarantor confirms that this information has been accurately reproduced, and so far as the Guarantor is aware and is able to ascertain from information available from such external sources, no facts have been omitted which would render the reproduced information inaccurate or misleading. This Offering Circular is to be read in conjunction with all documents which are deemed to be incorporated herein by reference – see ‘‘Documents Incorporated by Reference’’ below. This Offering Circular should be read and construed on the basis that such documents are incorporated in and form part of the Offering Circular. Neither the Managers (as described under ‘‘Subscription and Sale’’, below) nor the Trustee have independently verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Managers or the Trustee as to the accuracy or completeness of the information contained or incorporated in this Offering Circular or any other information provided by the Issuer or the Guarantor in connection with the offering of the Notes. None of the Managers or the Trustee accepts any liability in relation to the information contained or incorporated by reference in this Offering Circular or any other information provided by the Issuer or the Guarantor in connection with the offering of the Notes or their distribution. No person is or has been authorised by the Issuer, the Guarantor or the Trustee to give any information or to make any representation not contained in or not consistent with this Offering Circular or any other information supplied in connection with the offering of the Notes and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer, the Guarantor, any of the Managers or the Trustee. Neither this Offering Circular nor any other information supplied in connection with the offering of the Notes (a) is intended to provide the basis of any credit or other evaluation or (b) should be considered as a recommendation by the Issuer, the Guarantor, any of the Managers or the Trustee

2 that any recipient of this Offering Circular or any other information supplied in connection with the offering of the Notes should purchase any Notes. Each investor contemplating purchasing any Notes should make its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer and/or the Guarantor. Neither this Offering Circular nor any other information supplied in connection with the offering of the Notes constitutes an offer or invitation by or on behalf of the Issuer or the Guarantor, any of the Managers or the Trustee to any person to subscribe for or to purchase any Notes. Neither the delivery of this Offering Circular nor the offering, sale or delivery of the Notes shall in any circumstances imply that the information contained herein concerning the Issuer and/or the Guarantor is correct at any time subsequent to the date hereof or that any other information supplied in connection with the offering of the Notes is correct as of any time subsequent to the date indicated in the document containing the same. The Managers and the Trustee expressly do not undertake to review the financial condition or affairs of the Issuer or the Guarantor during the life of the Notes or to advise any investor in the Notes of any information coming to their attention. The Notes have not been and will not be registered under the Securities Act and are subject to U.S. tax law requirements. Subject to certain exceptions, the Notes may not be offered, sold or delivered within the United States or to U.S. persons. For a further description of certain restrictions on the offering and sale of the Notes and on distribution of this document – see ‘‘Subscription and Sale’’ below. This Offering Circular does not constitute an offer to sell or the solicitation of an offer to buy the Notes in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. The distribution of this Offering Circular and the offer or sale of Notes may be restricted by law in certain jurisdictions. The Issuer, the Guarantor, the Managers and the Trustee do not represent that this Offering Circular may be lawfully distributed, or that the Notes may be lawfully offered, in compliance with any applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for facilitating any such distribution or offering. In particular, no action has been taken by the Issuer, the Guarantor, the Managers or the Trustee which is intended to permit a public offering of the Notes or the distribution of this Offering Circular in any jurisdiction where action for that purpose is required. Accordingly, no Notes may be offered or sold, directly or indirectly, and neither this Offering Circular nor any advertisement or other offering material may be distributed or published in any jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession this Offering Circular or any Notes may come must inform themselves about, and observe, any such restrictions on the distribution of this Offering Circular and the offering and sale of Notes. In particular, there are restrictions on the distribution of this Offering Circular and the offer or sale of Notes in the United States and the European Economic Area (including Greece and the United Kingdom) – see ‘‘Subscription and Sale’’ below. IN CONNECTION WITH THE ISSUE OF THE NOTES, HSBC BANK PLC AS STABILISATION MANAGER (THE ‘‘STABILISATION MANAGER’’) (OR PERSONS ACTING ON BEHALF OF THE STABILISATION MANAGER) MAY OVER ALLOT NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, STABILISATION MAY NOT NECESSARILY OCCUR. ANY STABILISATION ACTION MAY BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE OFFER OF THE NOTES IS MADE AND, IF BEGUN, MAY CEASE AT ANY TIME, BUT IT MUST END NO LATER THAN THE EARLIER OF 30 DAYS AFTER THE ISSUE DATE OF THE NOTES AND 60 DAYS AFTER THE DATE OF THE ALLOTMENT OF THE NOTES. ANY STABILISATION ACTION OR OVER-ALLOTMENT MUST BE CONDUCTED BY THE STABILISATION MANAGER (OR PERSONS ACTING ON BEHALF OF THE STABILISATION MANAGER) IN ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES. All references in this document to ‘‘euro’’, ‘‘EUR’’ and ‘‘E’’ refer to the currency introduced at the start of the third stage of European economic and monetary union pursuant to the Treaty on the functioning of the European Union (the ‘‘EU’’), as amended, references to ‘‘ALL’’ and ‘‘Albanian lek’’ are to the lawful currency of Albania, references to ‘‘BRL’’ and ‘‘Brazilian real’’ are to the lawful currency of Brazil, references to ‘‘EGP’’ and ‘‘Egyptian pounds’’ are to the lawful currency of Egypt, references to ‘‘TRY’’ and ‘‘Turkish lira’’ are to the lawful currency of the Republic of Turkey, references to ‘‘RSD’’ and ‘‘Serbian dinar’’ are to the lawful currency of the Republic of Serbia,

3 references to ‘‘BGN’’ and ‘‘Bulgarian Lev’’ are to the lawful currency of Bulgaria, references to ‘‘pounds Sterling’’ and ‘‘£’’ are to the lawful currency of the United Kingdom of Great Britain and Northern Ireland and references to ‘‘$’’ and ‘‘U.S. dollars’’ are to the lawful currency of the United States. All references in this document to the ‘‘Group’’ means the Guarantor and its subsidiaries, and to the ‘‘Titan Group’’ means the Guarantor, its subsidiaries and its affiliates. This Offering Circular includes forward-looking statements. Forward-looking statements can be identified by the use of forward-looking terminology such as the words ‘‘expect’’, ‘‘estimate’’, ‘‘project’’, ‘‘anticipate’’, ‘‘believes’’, ‘‘should’’, ‘‘could’’, ‘‘intend’’, ‘‘plan’’, ‘‘probability’’, ‘‘risk’’, ‘‘target’’, ‘‘goal’’, ‘‘objective’’, ‘‘may’’, ‘‘will’’, ‘‘endeavour’’, ‘‘outlook’’, ‘‘optimistic’’, ‘‘prospects’’ or by the use of similar expressions or variations on such expressions, or by the discussion of strategy or objectives. Forward-looking statements are based on current plans, estimates and projections and are subject to inherent risks, uncertainties and other factors which could cause actual results to differ materially from the future results expressed or implied by such forward-looking statements. Any forward-looking statements made in this Offering Circular speak only as of the date hereof. None of the Issuer, the Guarantor or any of the Guarantor’s other subsidiaries and affiliates intends to publicly update or revise these forward-looking statements to reflect events or circumstances after the date of this Offering Circular and does not assume any responsibility to do so. In this Offering Circular, percentage changes have been calculated based on the rounded figures presented in the tables in which such percentage changes appear.

4 TABLE OF CONTENTS

Page

RISK FACTORS ...... 6

DOCUMENTS INCORPORATED BY REFERENCE...... 20

CONDITIONS OF THE NOTES ...... 22

SUMMARY OF PROVISIONS RELATING TO THE NOTES IN GLOBAL FORM ...... 39

USE OF PROCEEDS ...... 43

CAPITALISATION ...... 44

DESCRIPTION OF THE ISSUER...... 45

DESCRIPTION OF THE GUARANTOR...... 46

TAXATION ...... 95

SUBSCRIPTION AND SALE ...... 97

GENERAL INFORMATION...... 99

INDEX OF DEFINED TERMS...... 101

5 RISK FACTORS

Each of the Issuer and the Guarantor believes that the following factors may affect its ability to fulfil its obligations under the Notes. Most of these factors are contingencies which may or may not occur, and neither the Issuer nor the Guarantor is in a position to express a view on the likelihood of any such contingency occurring. In addition, factors which are material for the purpose of assessing the market risks associated with the Notes are described below. Each of the Issuer and the Guarantor believes that the factors described below represent the principal risks inherent in investing in the Notes, but the inability of the Issuer or the Guarantor to pay interest, principal or other amounts on or in connection with the Notes may occur for other reasons which may not be considered significant risks by the Issuer and the Guarantor based on information currently available to them or which they may not currently be able to anticipate. Prospective investors should also read the detailed information set out elsewhere in this Offering Circular and reach their own views prior to making any investment decision.

Factors that may affect the Issuer’s ability to fulfil its obligations under the Notes and/or the Guarantor’s ability to fulfil its obligations under the Guarantee Risks relating to adverse macroeconomic developments Over the last few years, Titan Group has experienced, and may continue to experience in the future, the negative impact of periods of economic slowdown or recession and possible declines in the demand for building materials in the markets in which it operates. During the recent global economic recession, the economic situation in the countries in which Titan Group operates was adversely affected by the general weakening in economic conditions and the continuing turmoil in the global financial markets. Similarly, whilst some improvements have been noted, the construction sector in the United States, Greece and Eastern Europe was particularly badly impacted by the global recession, with house building in particular slowing down dramatically thereby reducing demand for Titan Group products. Negative economic developments of the kind described above have affected and may continue to affect Titan Group’s business in a number of ways, including, among others, the ability of Titan Group’s customers to maintain their current levels of consumption. In addition, recent political developments in certain of the countries in which Titan Group operates, including the United Kingdom’s vote to leave the EU in June 2016, have significantly increased macroeconomic uncertainty. Adverse developments in macroeconomic conditions in countries in which Titan Group operates, may have a material adverse effect on Titan Group’s financial condition and results of operations. Any deterioration in the international economic environment, especially in the United States and in the euro markets and other significant markets in which Titan Group operates, including Egypt, Brazil and Turkey, could have a material adverse effect on the construction sector, and consequently, Titan Group’s operations and profits.

Greece Following more than eight years of recession in the period 2008-2016, the economic and business environment in Greece remains challenging. The Greek economy re-entered recession in 2015, following a very mild recovery in 2014, mainly due to political and economic uncertainty, the significant external liquidity shortages and the need to implement new fiscal adjustment measures, following the agreement on a new programme for financial support in August 2015. Despite the stabilisation of certain indicators related to economic activity during 2016 and 2017 to date, consumer confidence remained low in 2016 and in the first ten months of 2017 (Source: Eurostat Database, Confidence Indicators by Sector, October 2017), exemplifying the still considerable downside risks for economic activity in the remainder of 2017 compared to an estimated annual growth of 1.8 per cent (Source: International Monetary Fund (‘‘IMF’’), World Economic Outlook Database, October 2017). Titan Group estimates that in 2016 the construction sector in Greece remained stagnant at close to fifty year lows, with demand stemming mainly from public works. Cement consumption in 2016 was roughly at par with 2015, a year during which building activity had almost come to a standstill following the imposition of capital controls. Data from Eurostat confirms the contraction of the Greek construction industry, showing a curtailment of housing investment from 10.8 per cent of GDP

6 in 2007 to 0.6 per cent in 2016, compared to a slight decline in the Eurozone overall, from 5.9 per cent of GDP in 2007 to 3.7 per cent in 2016. Titan Group expects that cement demand in Greece will remain at similar or slightly lower levels compared to 2016. New infrastructure projects are not expected to be sufficient to sustain demand in 2017, following the completion of the major highway projects. As regards private residential activity, which traditionally has been the main driver of demand, expectations are very low. In addition, the Titan Group’s business, results of operations and financial condition are directly and significantly affected by political developments in Greece. The current political, economic and budgetary challenges that the Greek government faces with respect to Greece’s high public debt burden and weakening economic prospects may continue throughout 2017 and beyond, which could contribute to political and economic instability. In the event that the Greek economy was to suffer additional setbacks, it could have a material adverse effect on Titan Group’s operations and profits. In addition, Titan Group’s business and financial condition could be affected by changes in Greek government policy, taxation, environmental regulation and other political, economic or social developments affecting Greece.

Risks relating to the imposition of capital controls in Greece On 28 June 2015, capital controls were imposed in Greece, which currently include monthly limits on all cash withdrawals and restrictions on payments abroad out of Greek bank accounts. If, in the future, the Issuer required financial support from the Guarantor to make payments on the Notes or the Guarantor was required to make payments under the Guarantee and capital controls remained in place, then it is possible that any such payment from the Guarantor to the Issuer, if not made from funds in bank accounts kept outside Greece, would require the approval of a special committee. More specifically, in addition to other requirements, a single transaction or a series of transactions that exceed the limit of A350,000 on any business day are subject to approval by the Committee for the Approval of Banking Transactions, a special committee composed of representatives of the Greek government, the Greek central bank, the Hellenic Capital Markets Commission and the Union of Greek Banks. Titan Group believes that, in addition to the funds generated by its non-Greek subsidiaries, the Guarantor has and will continue to generate sufficient funds outside of Greece. The Guarantor expects that this liquidity outside Greece will be sufficient to allow the Guarantor to fund payments on the Notes notwithstanding any capital controls, including cash withdrawal restrictions, that may be in effect from time to time. It is uncertain how long Greece will continue to maintain capital controls. While capital controls remain in place, the Guarantor’s liquidity and credit risk may be affected.

Risks Relating to Titan Group’s Business Titan Group relies on its brand and reputation Titan Group’s brand and reputation in all areas and countries of operation are important intangible assets. Titan Group’s brand and reputation may be affected by product quality, adherence to health and safety standards and environmental performance. Any damage to Titan Group’s brand or reputation may have a material adverse effect on Titan Group’s financial condition and results of operations.

Antitrust and competition laws may prohibit Titan Group from making further acquisitions, and Titan Group’s market position may expose it to allegations of anticompetitive behaviour The cement and other building materials industry is regularly the object of administrative investigations and judicial procedures for possible violations of antitrust rules in many jurisdictions around the world. In that context, Titan Group may be involved either in unilateral practices or actions with other individuals or companies, which might expose it to allegations of anticompetitive behaviour, especially since in several countries Titan Group holds a leading market position. Additionally, merger control rules may prohibit Titan Group from making further acquisitions, mergers or joint ventures. Violation of competition laws and regulations could potentially expose Titan Group to administrative fines, civil lawsuits for damages and even criminal prosecution and punitive damages. In some of the jurisdictions in which Titan Group operates, persons or corporations allegedly injured by antitrust violations commonly sue corporations for damages.

7 Titan Group may fail to retain and attract qualified and experienced employees While Titan Group aims to attract and retain the best possible candidates from domestic and international markets, if Titan Group is unable to recruit and retain experienced, capable and reliable personnel, especially senior and middle management with appropriate professional qualifications, its financial condition and results of operations may be affected. Titan Group faces property and liability risks and does not insure against all potential losses Titan Group’s operations may be affected by a number of property and liability risks, including, for example, natural disasters such as hurricanes, civil war or unrest, and terrorism that can result in business interruptions and casualty losses. Full insurance cover for certain risks is either not available or not available on commercially reasonable terms. Titan Group insures its property against any sudden, unforeseen or accidental event, including but not limited to fire, explosion, natural disasters, acts of terrorism, machinery breakdown and loss resulting directly from business interruption caused by damage to property. Additionally, Titan Group insures against any demonstrated third party liability, employer’s liability, public liability, directors’ and officers’ liability, product liability and environmental risks. Whilst Titan Group insures against such risks, it could be harmed by unexpected events or liabilities, for which Titan Group cannot assume that its existing insurance coverage will be sufficient. Any inadequacy in insurance coverage or a protracted dispute with an insurance provider as to the extent of the insurance coverage may have a material adverse effect on Titan Group’s financial condition and results of operations. Emerging markets and political risks In the year ended 31 December 2016, Titan Group derived 30.0 per cent of its revenues from emerging markets (meaning, for these purposes, countries in Southeastern Europe and the Eastern Mediterranean regions), which should be viewed against a three year average contribution of 32.2 per cent for the years from 2014 to 2016. In addition, in 2016, Titan Group expanded its presence in Brazil through the acquisition of an equity stake in Companhia Industrial de Cimento Apodi (‘‘Cimento Apodi’’), a Brazilian cement manufacturer. Titan Group’s presence in emerging markets increases its exposure to macroeconomic risks, including but not limited to, inflation, interest rate, exchange rate and gross domestic product volatility, which may in turn negatively affect the level of construction activity in the market and Titan Group’s profitability. Instability in an emerging market can lead to restrictions on currency movements and capital controls, which may adversely affect Titan Group’s emerging market operating subsidiaries’ ability to pay dividends. In Egypt, for example, the economic recovery that began in 2015-2016 could be undermined by security challenges, as well as delays and side effects in implementing the country’s economic reform programme. In terms of security challenges, terrorist attacks in Egypt have had and may continue to have a significant adverse effect on investment and tourism. The Egyptian economy is also currently facing a rise in inflation, which has put pressure on disposable income, with adverse effects on customer spending. Prolonged periods of high interest rates have resulted in an increase in credit risk, which is expected to adversely affect credit expansion and growth, whereas further devaluation of the Egyptian currency may have a material negative effect on production costs. In Turkey, the domestic and regional geopolitical environment continues to present risks, in particular relating to tensions on the Syrian border and relations with Russia, as well as internal tensions in the southeastern region of the country. International confidence may weaken, affecting capital inflow and falling tourism revenues could increase exchange rate volatility and push inflation into double digit territory. Emerging markets often bear political risks associated with legal systems being less developed than in developed countries. Other potential risks include civil unrest, social uncertainties and turmoil, nationalisation and expropriation of private assets, the imposition of additional taxes or other payments by foreign governments and agencies and other adverse actions or restrictions, including restrictions on prices imposed by foreign governments, any of which could damage or disrupt Titan Group’s operations in a given market. Any such events may adversely affect Titan Group’s operating performance and profitability. Production disruption and business interruption Due to the high fixed cost nature of the building materials industry, interruptions in production capabilities at any facility may cause the productivity and profitability of Titan Group to decline significantly during the affected period. The manufacturing processes of producers of building

8 materials are dependent upon critical pieces of equipment, such as cement kilns, crushers, grinders and other equipment. This equipment may, on occasion, be out of service as a result of strikes, unanticipated failures, accidents or other force majeure events. In addition, there is a risk that equipment or production facilities may be damaged or destroyed by such events. Any extended period of suspended production at any of Titan Group’s plants could have a material adverse effect on Titan Group’s business, financial condition, profitability or prospects.

Impairment risks of assets The cement and, to a lesser extent, the aggregates and other construction materials business is capital intensive. Due to the heavy weight of the product and its high distribution costs, shifts in local markets and/or product ranges might lead to impairment of the assets concerned as the investment in those assets may not yield the return that was expected when the investment was made. Impairment losses impact negatively on profitability and equity. Titan Group has incurred, and may in the future incur, impairment losses.

Risks regarding safety at work Safety at work is one of Titan Group’s top priorities and is a precondition for the operation of Titan Group’s plants. Training programmes, aiming to systematically educate employees on safety as well as detailed procedures and systems are applied across Titan Group and monitored by Titan Group’s Health and Safety Division. However, administrative and/or legal proceedings arising as a result of breaches of health and safety by employees of Titan Group may have an adverse effect on Titan Group’s operations and reputation. Moreover, cement production and the operation of quarries may be a hazardous industry and working conditions, including aspects such as weather and temperature, can add to their inherent risks. The production process may generate environmental impacts, including dust and noise, and may require the storage of waste materials, including in liquid form. Risks in the form of dust, noise or leakage of polluting substances from site operations or uncontrolled breaches could also have the potential of affecting Titan Group’s employees, communities and the environment near Titan Group’s operations.

Industry risks Cyclical and seasonal variation in the construction business The building materials industry is dependent on the level of activity in the construction sector, which tends to be cyclical and dependent on various factors, including, but not limited to, the level of infrastructure spending, the demand for private and commercial real estate, mortgage lending, local economic activity, inflation and interest rates. Political instability or changes in government policy can also adversely impact the construction industry. In addition, the level of construction activity may fall even if the economy in general is growing. The cyclicality of the construction sector, together with its dependence on economic activity, could have a negative impact on the financial results of Titan Group and the profitability of its operations. Titan Group has operations in mature markets such as the United States and emerging market countries such as Egypt and Turkey. Some of these markets’ contribution to revenues and/or profitability is significant, and, accordingly, Titan Group’s revenues and/or profitability already have been, and may in the future be, materially adversely affected by downturns in individual markets as well as global downturns.

Meteorological and geological risks Titan Group’s presence in various countries increases its exposure to a number of meteorological and geological risks, such as natural disasters, climate hazards or earthquakes, which could damage its property or result in business interruptions and which could have a material adverse effect on its operations.

Changes in the level of competition Many of the markets for cement, aggregates and other construction materials in which Titan Group operates are highly competitive. Competition, whether from established market participants or new entrants, could cause a loss in market share, an increase in expenditure or a reduction in prices, any one of which could have a material adverse effect on Titan Group’s business, financial condition, profitability or prospects. The factors affecting Titan Group’s competitive environments include barriers to entry, pricing policies and the financial strength of competitors, the legislative environment and proximity to natural resources. Titan Group competes in each of its cement, aggregates and other construction materials markets with other suppliers of these products as well as with importers of building materials. As a result, Titan Group’s profitability is generally dependent on the level of

9 demand for such building materials and on its ability to optimise efficiency and operating costs. As a consequence, Titan Group has faced and may in the future face price, margin or volume erosions in certain regions which may materially and adversely affect its financial position.

Fluctuations in energy and fuel prices and transportation costs The consumption of thermal energy and electricity constitute important elements of Titan Group’s cost base. Although Titan Group has entered and may enter into medium term contracts with suppliers for pet coke or coal, Titan Group can be materially adversely affected by energy price inflation in any given geographic market. Similarly, increases or significant fluctuations in energy and fuel costs, freight rates or other transportation costs, or the violation of supply agreements, could adversely affect Titan Group. Legal requirements, as well as a heightened awareness of environmental sustainability, increasingly put pressure on energy-intensive industries such as the cement industry to increase their energy efficiency and to transition to more environmentally friendly sources of energy, such as renewables. Changes in the availability of energy sources to meet these demands could adversely impact Titan Group’s ability to operate, and changes in energy prices as a result could significantly increase Titan Group’s operating costs.

Availability of natural resources Availability of natural resources at a reasonable cost is one of the factors which may have a significant effect on the operations and profitability of Titan Group. Titan Group’s access to natural resources could be adversely affected by the closure of one or more of its quarries (due to unforeseen circumstances), interruptions and disruptions to the transportation and delivery of natural resources to Titan Group’s plants or the cancellation or non-renewal of permits to extract natural resources upon the termination of any lease or licence. While Titan Group has a policy of seeking to ensure the adequate supply of raw materials for the duration of the life of each of its industrial units, any limitations on Titan Group’s ability to obtain the various natural resources used could have a material adverse effect on the results of operations of Titan Group.

Risks related to acquisitions, joint ventures and investments in affiliates Risks from acquisitions Titan Group’s long-term strategy includes both organic growth and growth via acquisitions, in order to strengthen and develop its existing activities, particularly in growth areas, and as a means of reducing market-specific risk via geographic diversification. The successful implementation of such an acquisition strategy depends on a range of factors, including the ability of Titan Group to: * identify appropriate opportunities; * complete acquisitions at an appropriate cost; and * achieve an acceptable rate of return from its acquisitions. There may be restrictions on the ability of Titan Group to carry out acquisitions due to merger regulations in the relevant jurisdictions. There may also be substantial challenges or delays in integrating and adding value to the businesses acquired or to be acquired by Titan Group. The costs of integration could be materially higher than budgeted and the expected synergies resulting from such acquisitions may not be realised. Any acquisitions that Titan Group has completed or completes are accompanied by other risks commonly encountered with acquisitions of companies or businesses, such as a potential disruption to Titan Group’s businesses, the assumption of unexpected or greater than expected liabilities relating to the acquired assets or businesses (including environmental liabilities arising from contaminated sites) and the possibility that indemnification agreements with the sellers of such assets may be non-existent, unenforceable or insufficient to cover all potential liabilities, the possibility of regulatory interference, the imposition and maintenance of regulatory controls, procedures and policies and the impairment of relationships with employees and counterparties as a result of difficulties arising out of integration. Moreover, the value of any business that Titan Group acquires or invests in may be less than the amount it has paid.

Joint ventures and investments in affiliates In its joint ventures, or other participations or certain of its operations, Titan Group has a significant but not always a controlling interest. Under the governing documents for certain of these partnerships, certain key matters such as the approval of business plans and decisions as to the timing and amount of cash distributions may require the consent of Titan Group’s partners or may

10 be approved without Titan Group’s consent. Such limitations could constrain Titan Group’s ability to pursue its corporate objectives in the future. Titan Group also conducts its business through subsidiaries. In some cases, third-party shareholders hold non-controlling interests in these subsidiaries. Various disadvantages may potentially result from the participation of minority shareholders, whose interests may not always coincide with those of Titan Group. The presence of non-controlling interests may, among other things, impede the ability of Titan Group to implement organisational efficiencies and transfer cash and assets from one subsidiary to another in order to allocate assets most effectively.

Financial organisation and dividend distribution related risks The Guarantor, apart from being a holding company with significant assets and shares of its wholly- owned and other subsidiaries, is also a full operating company with vertically integrated activities. The ability of the Guarantor’s subsidiaries to pay dividends and make other transfers to it may be limited by various regulatory, contractual, legal and tax constraints in their countries of operation. If, as a result of these restrictions, the Guarantor is unable to ensure the continued transfer of dividends and other income to it from such subsidiaries, this may impair the Guarantor’s ability to fulfil its obligations under the Guarantee or its obligations to fund the Issuer, which may in turn impair the Issuer’s ability to fulfil its obligations under the Notes issued by it. There are currently no countries in which Titan Group has operations that prohibit the payment of dividends, although there can be no assurance that this will continue to be the case in the future.

Capital expenditure In the year ended 31 December 2016, Titan Group’s capital expenditures were A150.6 million, completing an ambitious investment programme which reached A324.1 million over the two year period of 2015-2016. Titan Group’s capital expenditure in 2016 focused mostly on the expansion of activities in the United States and investments towards attaining energy self-sufficiency in Egypt. Titan Group has certain capital expenditure projects underway and is likely to engage in additional projects in the future. There can be no assurance that such investment projects will be completed in a timely manner or on budget. Factors that could result in planned investment expenditures being delayed or cancelled include construction difficulties and the failure to obtain all requisite planning and other consents. Difficulties associated with the granting or extension of permits could result in significant delays of future investments and growth or even in the suspension of particular projects.

Environmental regulation risks Titan Group’s operations are subject to extensive environmental and safety laws and regulations in the United States, the EU and elsewhere, as interpreted by the relevant authorised agencies and the courts. These may impose increasingly stringent obligations, restrictions and protections regarding, among other things, land use, remediation, air emissions, waste and water and occupational and community health and safety. The costs of complying with these laws and regulations are likely to increase over time. The nature of certain of Titan Group’s business activities exposes Titan Group to risks of environmental costs and liabilities arising from the manufacture, use, storage, disposal and maritime and inland transport and sale of material that may be considered to be contaminants when released into the environment. New environmental initiatives could result in significant additional expenditures (including investment in new plant facilities or improvements to existing plants) or reduction or termination of certain operations, which may, in turn, have a material adverse effect on Titan Group’s financial condition and results of operations. Liability may also arise through the acquisition or ownership or operation of properties and businesses. Noncompliance with environmental and safety laws and regulations could subject Titan Group’s operations to regulatory enforcement, including the imposition of civil and/or criminal penalties, and even the partial or total shutdown of operations. For example, in the United States, the National Emission Standards for Hazardous Air Pollutants (‘‘NESHAP’’) are promulgated by the Environmental Protection Agency for specific industry sectors or operations, including Titan Group’s, to set air emission limits for a variety of pollutants from existing and new plants based on a review of the best performing plants in that sector. These standards are periodically reviewed and revised. Compliance with NESHAPs requires new monitoring systems as well as various operations, maintenance and monitoring expenditures for the Titan Group, which can be significant.

11 As another example, carbon dioxide (‘‘CO2’’) emissions in the cement industry result mainly from the production of clinker and the related combustion of fossil fuels, as well as the process emissions from the de-carbonisation of the raw materials. In 2005, the EU introduced a cap and trade scheme, the Emissions Trading Scheme (‘‘ETS’’), under which industrial installations must control and report their CO2 emissions on an annual basis. So far there have been three phases in ETS, being ETS Phase I (2005-2007), ETS Phase II (2008-2012) and ETS Phase III, which commenced in 2013 and is expected to run until 2020. As a cement producer, Titan Group has participated in the ETS programme through Phases I and II and is currently participating in ETS Phase III. The ETS requires regulated installations to surrender to regulatory agencies a number of allowances corresponding to their certified CO2 emissions for the previous year. CO2 emissions which exceed an installation’s allowances will have to be covered by the purchase of allowances on the market. If CO2 emissions are below an installation’s allowances then the surplus allowances can be kept for use against future CO2 emissions or sold in the market. ETS Phase III has changed the method of allocation of emissions allowances from free allocation to an auction method for the power sector, while main industrial sectors vulnerable to carbon leakage receive free allowances to cover part of their needs. Titan Group has continued to receive free allowances under ETS Phase III. Titan Group will be granted approximately 4.3 million tonnes per annum (reduced by approximately 1.7 per cent every year up to 2020) in free emissions allowances to assist Titan Group in combatting the effects of ‘carbon leakage’ and thus maintain its operations in the EU states in which it currently operates. ‘‘Carbon leakage’’ is the increased competition risk that companies in a certain sector, which are subject to the above emission requirements, face from companies that operate in countries outside the EU, and which have lower or no emission requirements. The sectors and subsectors which are deemed to be exposed to a significant risk of ‘‘carbon leakage’’ and the number of free allowances allocated to them, are regularly revised by the European Commission. The European Commission has already announced the revised ‘‘carbon leakage’’ list in which the cement sector is included. The European Commission has further announced the next list (end of 2014), which will apply for the years 2015-2019. In addition, the recent European Commission proposal to intervene in ETS Phase III by withholding 900 million tons of emission allowances from the market may have an impact on Titan Group’s competitive position relative to cement companies based outside the EU. Any significant decrease in the number of freely allocated allowances or significant increase in greenhouse gas emissions from Titan Group’s regulated installations could require it to purchase allowances, potentially at significant cost. In addition, volatility in the price of allowances may have a material adverse effect on Titan Group’s financial condition and results of operations. Furthermore, there is no assurance that schemes similar to ETS will not be introduced in other regions in which Titan Group operates. Compliance with changes in laws, regulations and obligations relating to climate change and emissions trading could result in additional capital expenditure and reduced profitability resulting from increases in operating costs. It may also have an impact on revenue generation, strategic growth opportunities and the competitiveness of various technologies and fuels. If Titan Group is unable to find solutions that reduce its CO2 emissions for new and existing projects or products, future international agreements, government regulation or challenges from society could lead to additional costs as well as compliance and operational risks. In addition, many consumers of Titan Group’s products are now aiming to increase the environmental sustainability of their businesses and to replace traditional cement components in their production with materials that result in lower greenhouse gas emissions or are produced from less carbon-intensive processes, such as reclaimed fly ash or slag. This trend is likely to continue and could have a material adverse effect in terms of demand for, or prices of, Titan Group’s products.

Litigation risks In the ordinary course of its business, Titan Group is involved, and may in the future become involved, in a number of legal proceedings incidental to its operations. For details of current legal proceedings relating to Titan Group, see the section entitled ‘‘Litigation’’ on pages 91 to 92. Any actions brought against Titan Group may result in judgments, penalties, fines or results adverse to it, which could have a material adverse effect on Titan Group’s business, financial condition and results of operation.

12 Financial and credit risks Titan Group is exposed to financial and credit risks due to the nature of its business and its geographical positioning. Titan Group’s overall financial risk is managed by its Group Finance and Treasury units, which aim to mitigate the potential unfavourable impact of market fluctuations on its financial performance. Titan Group does not engage in speculative transactions or transactions which are not related to its commercial and business activities.

Interest Rate Risk The level of interest rates impacts net finance expense, profits, net debt and cash flow. Titan Group manages interest rate risk with the aim of reducing the cost of Titan Group’s net indebtedness and to reduce its exposure to that risk. However, both the income and cash flow statements are impacted by any adverse movements in interest rates. The ratio of fixed to floating rates of Titan Group’s net borrowings is determined by market conditions, Titan Group’s strategy and financing requirements. Occasionally, interest rate derivatives may also be used, but solely to ameliorate the relevant risk and to shift the ratio of fixed/floating rates, if that is considered necessary. As at 31 December 2016, taking into account outstanding swaps and the issuance of A300.0 million of fixed rate guaranteed notes in June 2016, 62.1 per cent of Titan Group’s total consolidated gross debt was based on fixed interest rates, and 37.9 per cent on floating interest rates. As at 30 June 2017, due to the execution of interest rate swaps, the ratio of fixed to floating interest rates stood at 71.0 per cent to 29.0 per cent. However, any adverse movements in the relevant interest rate curves may impact Titan Group’s profitability under finance income/expense.

Foreign exchange risk Titan Group companies are exposed to exchange rate risk with respect to their operating cash flows and financing, when these are not denominated in local currency. At a consolidated level, Titan Group’s financial statements, when expressed in euro (its reporting currency), are also subject to foreign exchange fluctuations. The higher the contribution of non-euro turnover and EBITDA to consolidated turnover and EBITDA, the more susceptible consolidated results are to foreign exchange fluctuations. As a policy, to attempt to mitigate its exposure to such risks, in addition to using foreign exchange derivatives entered into with banks, Titan Group uses natural hedges. In accordance with Titan Group’s policy, Titan Group seeks to match liabilities in the same currency as the cash flow generated from operating activities. The assets that generate the cash flow, except in exceptional circumstances, are also denominated in the same currency. In markets in which Titan Group has presence, the relevant borrowing needs of each subsidiary are evaluated and, if possible and economically reasonable, the funding takes place in the currency corresponding to the asset which is being funded or is to be funded. However, Titan Group’s investments in Turkey, Egypt, Albania and Brazil are shown in Turkish lira, Egyptian pounds, Albanian lek and Brazilian real, respectively, and part of the corresponding funding is expressed in euro and U.S. dollars in Turkey, in euro in Egypt, in euro in Albania and in U.S. dollars in Brazil. Titan Group often hedges transaction exposure by using foreign exchange forward contracts. Titan Group enters into such transactions to protect the foreign currency component of its production costs or revenue. To the extent that such hedges are not effective in terms of accounting classification, they will have a direct impact on Titan Group’s income statements.

Equity market risk Titan Group is not significantly exposed to equity market risk directly. Its financial investments consist mainly of monetary investments that are not subject to that type of risk. Available-for-sale investments are accounted for at their fair value, and gains and losses are recognised as reserves in equity through other comprehensive income, except for interest, foreign exchange gains or losses, as well as impairment losses that are recognised in the income statement. Any adverse impact in the valuation of available-for-sale investments will impact Titan Group’s profitability.

13 Counterparty risk Titan Group may face counterparty risk from its clients. Failure to offset such risk would have a direct adverse impact on Titan Group’s profitability. To mitigate such exposure, Titan Group monitors the financial standing of its counterparties on an on-going basis and tries, to the extent possible, to ensure that it has a client base which is extensive and diverse. Additional security cover may sometimes be requested as credit protection. Provisions for impairment losses are made in the case of deteriorating credit risks. As at 31 December 2016, management considered that there were no outstanding doubtful significant credit risks which are not already covered by a provision for doubtful receivables. However, there can be no assurance that this will continue to be the case in the future. A potential credit risk also exists in bank deposits, in investments and in derivative contracts. In these cases, the risk may arise from the counterparty’s inability to fulfil its obligations towards Titan Group. Titan Group attempts to mitigate such risks by using financial institutions of increased credit worthiness and/or diversifying the number of such counterparties and/or by pre- setting limits on the degree of exposure to each individual financial institution or by entering into derivative transactions (mainly under CSA agreements) only with investment grade financial institutions. Liquidity risk Titan Group’s objective is to secure competitive financing and ensure a balance between average maturity of funding, flexibility and diversification of financing sources. A lack of adequate liquidity could potentially result in the failure of Titan Group to meet its operational, investment and financing obligations or plans. As at 31 December 2016, Titan Group’s committed long-term unutilised credit facilities and available cash and cash equivalents amounted to A499.6 million in total, while outstanding short-term debt was equal to A129.5 million. The Group has a A300.0 million committed multi-currency revolving credit facility with a syndicate of Greek and international banks. As at 30 June 2017, Titan Group estimated that it had sufficient cash and cash equivalents and available undrawn long-term committed credit facilities (A276.7 million in total) to service its short term obligations (A77.9 million). The Guarantor is registered, and Titan Group undertakes part of its activities, in Greece, which is subject to an economic adjustment and structural reforms programme. If the programme fails or is aborted, Titan Group may face additional liquidity risks. Titan Group’s ability to make payments on and refinance its indebtedness and to fund working capital, capital expenditures and other expenses will depend on its future operating performance and ability to generate cash from operations. Titan Group’s ability to generate cash from operations is subject, in a large part, to general economic, competitive, legislative and regulatory factors and other factors that are beyond Titan Group’s control. Titan Group may not be able to generate sufficient cash flow from operations or obtain enough capital to service Titan Group’s debt or fund its planned capital expenditures. If Titan Group’s future cash flows from operations and other capital resources are insufficient to pay obligations as they mature or to fund its liquidity needs, Titan Group may be forced to: * reduce or delay its business activities, planned acquisitions and capital expenditures; * sell assets; * obtain additional debt or equity financing; or * restructure or refinance all or a portion of Titan Group’s debt, including the Notes, on or before maturity. Titan Group’s ability to refinance its debt will depend in part on its financial condition at such time. Any refinancing of Titan Group’s debt could be at higher interest rates than its current debt and may require Titan Group to comply with more onerous covenants, which could further restrict its business operations. The terms of existing or future debt instruments may restrict Titan Group from adopting some of these alternatives. Furthermore, Titan Group may be unable to find alternative financing, and even if Titan Group could obtain alternative financing, it might not be on terms that are favourable or acceptable to it. If Titan Group is not able to refinance any of its debt, obtain additional financing or sell assets on commercially reasonable terms or at all, Titan Group may not be able to satisfy its debt obligations,

14 including under the Notes. In that event, borrowings under other debt agreements or instruments that contain cross-default or cross-acceleration provisions may become payable on demand, and Titan Group may not have sufficient funds to repay all its debts, including the Notes. In addition, Titan Group may be able to incur substantial additional debt in the future, including indebtedness in connection with any future acquisition. The terms of the Trust Deed do not include any restrictions on Titan Group’s existing indebtedness or its ability to incur additional indebtedness. If new debt is added to Titan Group’s current debt levels, it may make it difficult for Titan Group to service its debt, including the Guarantee, and impair Titan Group’s ability to operate its businesses. Any indebtedness that any member of Titan Group incurs will be structurally senior to the Notes if such member of the Group does not guarantee the Notes and could be secured or could mature prior to the Notes. The Guarantor’s long-term facilities include certain financial covenants that are tested on a semi- annual and annual basis. If there is a default under any of Titan Group’s debt instruments that is accelerated, borrowings under debt instruments that contain cross-acceleration or cross-default provisions, including the Notes, may as a result also be accelerated and become due and payable. Titan Group may be unable to pay these debts in such circumstances. In addition, the Trust Deed will not, and Titan Group’s existing facilities do not, prevent it from incurring obligations or entering other arrangements that do not constitute indebtedness under those agreements. Tax Risks In most of the markets in which Titan Group operates, tax legislation is revised frequently. Changes to tax legislation which result in increased taxes being levied on Titan Group may adversely impact Titan Group’s operations and profitability. Additional tax expenses could accrue in relation to previous tax assessment periods, which are still subject to a tax audit or a pending tax audit or have not yet been subject to a tax audit. As a result, relevant tax authorities could revise original tax assessments and substantially increase Titan Group’s tax burden (including interest and penalty payments). When particular matters arise, a number of years may elapse before such matters are audited and finally resolved.

Factors which are material for the purpose of assessing the market risks associated with the Notes The Notes may not be a suitable investment for all investors Each potential investor in the Notes must determine the suitability of that investment in light of its own circumstances. In particular, each potential investor should: (i) have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits and risks of investing in the Notes and the information contained or incorporated by reference in this Offering Circular or any applicable supplement; (ii) have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the Notes and the impact the Notes will have on its overall investment portfolio; (iii) have sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes, including where the currency for principal or interest payments is different from the potential investor’s currency; (iv) understand thoroughly the terms of the Notes and be familiar with the behaviour of any relevant financial markets; and (v) be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks.

Risks related to the Notes generally Set out below is a brief description of certain risks relating to the Notes generally: The Issuer is a finance subsidiary and is dependent on cash flow from the Guarantor and Titan Group’s subsidiaries to meet its obligations under the Notes The Issuer is a finance subsidiary with no business operations and has no revenue-generating operations of its own. The Issuer’s only significant assets consist of cash in its bank accounts. The

15 Issuer will be dependent upon payments mainly from the Guarantor and Titan Group’s subsidiaries to meet its obligations, including its obligations under the Notes. The payments to the Issuer will depend on the profitability or revenues and cash flows of the Guarantor and its subsidiaries. In addition, if the Issuer were to require financial support from the Guarantor to make payments on the Notes, or if the Guarantor is required to make payments under the Guarantee, such payments by the Guarantor may be subject to capital controls in Greece. See ‘‘Risks relating to the imposition of capital controls in Greece’’ above. There can be no assurance that future borrowings will be available to the Issuer or that the Guarantor’s and its subsidiaries’ expected cash flows will be in an amount sufficient to enable the Issuer to make payments on the Notes when due. If future cash flows from operations and other capital resources are insufficient for the Guarantor (including indirectly through its subsidiaries) to enable the Issuer to pay its obligations under the Notes, the Guarantor may, among other things, be forced to reduce or delay business activities and capital expenditures, sell assets, obtain additional debt or equity capital, restructure or refinance all or a portion of its debt on or before maturity, or forego opportunities such as acquisitions of other businesses. There can be no assurance that any of these alternatives could be accomplished on a timely basis or on satisfactory terms, if at all. In addition, the terms of the Guarantor’s existing and future debt, including the Notes, may limit the Guarantor’s ability to pursue any of these alternatives.

The Notes will be structurally subordinated to the liabilities of the Guarantor’s subsidiaries (excluding the Issuer) None of the Guarantor’s subsidiaries as of the Issue Date will guarantee the Notes. Unless a subsidiary is a guarantor, such subsidiary will not have any obligation to pay amounts due under the Notes or to make funds available for that purpose. Generally, holders of indebtedness of, and trade creditors of, non-guarantor subsidiaries, including lenders under bank financing agreements, are entitled to payments of their claims from the assets of such subsidiaries before these assets are made available for distribution to the Guarantor, the Issuer or any guarantor, as a direct or indirect shareholder. Accordingly, in the event that any non-guarantor subsidiary becomes insolvent, is liquidated, reorganised or dissolved or is otherwise wound up other than as part of a solvent transaction: * the creditors of the Guarantor, the Issuer (including the holders of the Notes) and the guarantors will have no right to proceed against the assets of such subsidiary; and * creditors of such non-guarantor subsidiary, including trade creditors, will generally be entitled to payment in full from the sale or other disposal of the assets of such subsidiary before the Guarantor or any other guarantor, as a direct or indirect shareholder, will be entitled to receive any distributions from such subsidiary. As such, the Notes will be structurally subordinated to the creditors (including trade creditors) and any preferred stockholders of the Guarantor’s non-guarantor subsidiaries.

The interests of the Guarantor’s ultimate principal shareholders may be inconsistent with the interests of investors in the Notes The interests of the Guarantor’s principal shareholders could conflict with the interests of investors in the Notes, particularly if the Guarantor encounters financial difficulties or is unable to pay its debts when due. The Guarantor’s principal shareholders, through a resolution at the general meeting of the Guarantor’s shareholders, could cause the Guarantor to pursue acquisitions or divestitures and other transactions or to make large dividend payments or other distributions or payments to it as the shareholders, even though such transactions may involve increased risk for the holders of the Notes.

The insolvency and administrative laws of Greece and the United Kingdom may result in a more costly and time-consuming procedure for creditors, including investors in the Notes, and may limit your ability to enforce your rights under the Notes and the Guarantee The Notes will be issued by the Issuer, a public limited company established under the laws of England and Wales, and will be guaranteed by the Guarantor as of the Issue Date, which is incorporated under the laws of Greece. In the event of a bankruptcy, insolvency or similar event, proceedings could be initiated in the jurisdictions in which the Issuer and the Guarantor are located. Such multijurisdictional proceedings are likely to be complex and costly for creditors and otherwise may result in greater uncertainty and delay regarding the effective enforcement of your rights.

16 Investors may face foreign exchange risks by investing in the Notes The Notes will be denominated and payable in euros, and any payments by the Guarantor under the Guarantee will be made in euros. If investors measure their investment returns by reference to a currency other than the euro, an investment in the Notes will entail foreign exchange-related risks due to, among other factors, possible significant changes in the value of the euro relative to the currency by reference to which the investor measures the return on his or her investments, because of economic, political and other factors over which neither the Issuer nor the Guarantor have any control. Depreciation of the euro against the currency by reference to which an investor measures the return on his or her investments could cause a decrease in the effective yield of the Notes below their stated coupon rate and could result in a loss to investors when the return on the Notes is translated into the currency by reference to which the investor measures the return on his or her investments. Similarly, government, monetary or other authorities with jurisdiction over the Issuer or the Guarantor or the relevant currency may have in place or may impose or modify exchange controls that could adversely affect an applicable exchange rate or any payments under the Notes or the Guarantee in a currency other than the euro.

Transfer of the Notes will be restricted, which may adversely affect the value of the Notes The Notes have not been, and will not be, registered under the Securities Act or the securities laws of any state or any other jurisdiction and, unless so registered, may not be offered or sold in the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the applicable securities laws of any state or any other jurisdiction. See ‘‘Notice to Investors’’. It is the obligation of holders of the Notes to ensure that their offers and sales of the Notes within the United States and other countries comply with applicable securities laws.

The Notes will initially be held in book-entry form, and therefore you must rely on the procedures of the relevant clearing systems to exercise any rights and remedies Unless and until Individual Note Certificates are issued in exchange for book-entry interests (which may occur only in very limited circumstances), owners of book-entry interests will not be considered owners or holders of Notes. A nominee for the common safekeeper for Euroclear and Clearstream, Luxembourg will be the sole registered holder of the Global Note Certificate. Payments of principal, interest and other amounts owing on or in respect of the Notes while evidenced by the Global Note Certificate will be made to Socie´te´Ge´ne´rale Bank and Trust S.A., as Principal Paying Agent, which will make payments to Euroclear and Clearstream, Luxembourg. Thereafter, these payments will be credited to participants’ accounts that hold book-entry interests in the Global Note Certificate and credited by such participants to indirect participants. After payment to the common safekeeper for Euroclear and Clearstream, Luxembourg, neither the Issuer nor the Guarantor will have any responsibility or liability for the payment of interest, principal or other amounts to the owners of book-entry interests. Accordingly, if you own a book-entry interest in the Notes, you must rely on the procedures of Euroclear and Clearstream, Luxembourg, and if you are not a participant in Euroclear and/or Clearstream, Luxembourg, on the procedures of the participant through which you own your interest, to exercise any rights and obligations of a holder of the Notes under the Trust Deed. Unlike the holders of the Notes themselves, owners of book-entry interests will not have any direct rights to act upon any solicitations for consents, requests for waivers or other actions from holders of the Notes. Instead, if you own a book-entry interest, you will be permitted to act only to the extent you have received appropriate proxies to do so from Euroclear and Clearstream, Luxembourg or, if applicable, from a participant. There can be no assurance that procedures implemented for the granting of such proxies will be sufficient to enable you to vote on any matters or on a timely basis. Similarly, upon the occurrence of an event of default under the Trust Deed, unless and until the relevant Individual Note Certificates are issued in respect of all book-entry interests, if you own a book-entry interest, you will be restricted to acting through Euroclear and Clearstream, Luxembourg. Neither the Issuer nor the Guarantor can assure you that the procedures to be implemented through Euroclear and Clearstream, Luxembourg will be adequate to ensure the timely exercise of rights under the Notes.

The Notes may be redeemed prior to maturity The Issuer may, at its option, redeem all, but not some only, of the Notes at any time during the period commencing on (and including) 16 May 2024 to (but excluding) 16 November 2024 at par

17 plus accrued interest (if any). In addition, in the event that the Issuer or the Guarantor would be obliged to increase the amounts payable in respect of any Notes due to any withholding or deduction for or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or on behalf of a Relevant Jurisdiction or any political subdivision thereof or any authority therein or thereof having power to tax, the Issuer may redeem all outstanding Notes in accordance with ‘‘Conditions of the Notes— Redemption for Taxation Reasons’’. Any such early redemption of the Notes may result in the total return on the Notes being less than the return that would have been received had the Notes remained outstanding until their scheduled maturity.

Modification, waivers and substitution The conditions of the Notes contain provisions for calling meetings of Noteholders to consider matters affecting their interests generally. These provisions permit defined majorities to bind all Noteholders including Noteholders who did not attend and vote at the relevant meeting and Noteholders who voted in a manner contrary to the majority. The conditions of the Notes also provide that the Trustee may, without the consent of Noteholders, agree to (i) any modification of, or to the waiver or authorisation of any breach or proposed breach of, any of the provisions of Notes or (ii) determine without the consent of the Noteholders that any Event of Default or Potential Event of Default (as defined in the Trust Deed) shall not be treated as such or (iii) the substitution of another company as principal debtor under any Notes in place of the Issuer and the substitution of another company as guarantor of the Notes in place of the Guarantor, in the circumstances described in Conditions 14 and 15.

The proposed financial transactions tax (‘‘FTT’’) may apply to the Notes On 14 February 2013, the European Commission published a proposal (the ‘‘Commission’s Proposal’’) for a Directive for a common FTT in Belgium, Germany, Estonia, Greece, Spain, France, Italy, Austria, Portugal, Slovenia and Slovakia (the ‘‘participating Member States’’). However, Estonia has since stated that it will not participate. The Commission’s Proposal has very broad scope and could, if introduced, apply to certain dealings in the Notes (including secondary market transactions) in certain circumstances. Primary market transactions referred to in Article 5(c) of Regulation (EC) No 1287/2006 are expected to be exempt. Under the Commission’s Proposal, the FTT could apply in certain circumstances to persons both within and outside of the participating Member States. Generally, it would apply to certain dealings in the Notes where at least one party is a financial institution, and at least one party is established in a participating Member State. A financial institution may be, or be deemed to be, ‘‘established’’ in a participating Member State in a broad range of circumstances, including (a) by transacting with a person established in a participating Member State or (b) where the financial instrument which is subject to the dealings is issued in a participating Member State. However, the Commission’s Proposal remains subject to negotiation between the participating Member States. It may therefore be altered prior to any implementation, the timing of which remains unclear. Additional EU Member States may decide to participate and/or certain of the participating Member States may decide to withdraw. Prospective holders of the Notes are advised to seek their own professional advice in relation to the FTT.

Change of law The conditions of the Notes are based on English law in effect as at the date of this Offering Circular. No assurance can be given as to the impact of any possible judicial decision or change to English law or administrative practice after the date of this Offering Circular.

Denominations involve integral multiples: definitive Notes The Notes have denominations consisting of a minimum of A100,000 plus one or more higher integral multiples of A1,000. It is possible that the Notes may be traded in amounts that are not integral multiples of A100,000. In such a case a holder who, as a result of trading such amounts, holds an amount which is less than A100,000 in his account with the relevant clearing system at the relevant time may not receive an Individual Note Certificate in respect of such holding (should Individual

18 Note Certificates be printed) and would need to purchase a principal amount of Notes such that its holding amounts to A100,000.

Risks related to the market generally Set out below is a brief description of the principal market risks, including liquidity risk, exchange rate risk, interest rate risk and credit risk: The secondary market generally The Notes may have no established trading market when issued, and one may never develop. If a market does develop, it may not be very liquid. Therefore, investors may not be able to sell their Notes easily or at prices that will provide them with a yield comparable to similar investments that have a developed secondary market. Interest rate risks Investment in the Notes involves the risk that subsequent changes in market interest rates may adversely affect the value of them. Credit ratings may not reflect all risks The Notes are expected to be assigned on issue a credit rating by S&P. A credit rating may not reflect the potential impact of all risks related to structure, market, additional factors discussed above, and other factors that may affect the value of the Notes. A credit rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn at any time by the assigning rating organisation.

Legal investment considerations may restrict certain investments The investment activities of certain investors are subject to legal investment laws and regulations, or review or regulation by certain authorities. Each potential investor should consult its legal advisers to determine whether and to what extent (1) the Notes are legal investments for it, (2) the Notes can be used as collateral for various types of borrowing and (3) other restrictions apply to its purchase or pledge of the Notes or making the Notes subject to other security interests. Financial institutions should consult their legal advisors or the appropriate regulators to determine the appropriate treatment of the Notes under any applicable risk-based capital or similar rules.

19 DOCUMENTS INCORPORATED BY REFERENCE

The following documents which have previously been published or are published simultaneously with this Offering Circular shall be incorporated in, and form part of, this Offering Circular: (a) the auditors’ report and audited financial statements for the financial year ended 31 December 2016 of the Issuer, as contained in the Issuer’s Annual Report and Financial Statements for the year ended 31 December 2016, including the information set out at the following pages in particular:

Statement of Financial Position ...... Page 9 Statement of Comprehensive Income...... Page 10 Cash Flow Statement ...... Page 12 Accounting Principles and Notes ...... Pages 13 to 28 Audit Report ...... Pages 7 to 8 (b) the auditors’ report and audited financial statements for the financial year ended 31 December 2015 of the Issuer, as contained in the Issuer’s Annual Report and Financial Statements for the year ended 31 December 2015, including the information set out at the following pages in particular:

Statement of Financial Position ...... Page 9 Statement of Comprehensive Income...... Page 10 Cash Flow Statement ...... Page 12 Accounting Principles and Notes ...... Pages 13 to 29 Audit Report ...... Pages 7 to 8 (c) the auditors’ report and audited consolidated and separate financial statements for the financial year ended 31 December 2016 of the Guarantor, as set out in the Guarantor’s Annual Financial Statements for the year ended 31 December 2016, including the information set out at the following pages in particular:

Statement of Financial Position ...... Page 47 Income Statement ...... Page 45 Statement of Comprehensive Income...... Page 46 Cash Flow Statement ...... Page 50 Accounting Policies and Notes...... Pages 53 to 142 Audit Report ...... Pages 42 to 43 The language in which the Guarantor’s audited consolidated and separate financial statements for the financial year ended 31 December 2016 were approved by the shareholders’ meeting of the Guarantor is the Greek language. The English version of such audited consolidated and separate financial statements is a convenience translation from the Greek language. (d) the auditors’ report and audited consolidated and separate financial statements for the financial year ended 31 December 2015 of the Guarantor, as set out in the Guarantor’s Annual Financial Statements for the year ended 31 December 2015, including the information set out at the following pages in particular:

Statement of Financial Position ...... Page 65 Income Statement ...... Page 63 Statement of Comprehensive Income...... Page 64 Cash Flow Statement ...... Page 68 Accounting Policies and Notes...... Pages 71 to 154 Audit Report ...... Pages 61 to 62 The language in which the Guarantor’s audited consolidated and separate financial statements for the financial year ended 31 December 2015 were approved by the shareholders’ meeting of the Guarantor is the Greek language. The English version of such audited consolidated and separate financial statements is a convenience translation from the Greek language.

20 (e) the unaudited, consolidated and separate interim condensed financial statements of the Guarantor in respect of the six-month period ended 30 June 2017, including information set out at the following pages in particular. These interim condensed financial statements have been the subject of a limited review by the Guarantor’s auditors:

Interim Statement of Financial Position ...... Page 12 Interim Income Statement ...... Page 8 Interim Statement of Comprehensive Income...... Page 9 Interim Cash Flow Statement ...... Page 15 Notes to the Interim Condensed Financial Statements...... Pages 17 to 35 (f) the unaudited, consolidated and separate interim condensed financial statements of the Guarantor in respect of the nine-month period ended 30 September 2017, including information set out at the following pages in particular. These interim condensed financial statements have not been audited or reviewed by the Guarantor’s auditors:

Interim Statement of Financial Position ...... Page 7 Interim Income Statement ...... Page 3 Interim Statement of Comprehensive Income...... Page 4 Interim Cash Flow Statement ...... Page 10 Notes to the Interim Condensed Financial Statements...... Pages 11 to 29 Any information contained in the above documents incorporated by reference and not listed above is either covered elsewhere or is not relevant. Any documents themselves incorporated by reference in the documents incorporated by reference in this Offering Circular shall not form part of this Offering Circular. Copies of the documents incorporated by reference in this Offering Circular are available for viewing from the registered office of the Issuer and from the specified office of the Paying Agent for the time being in London.

21 CONDITIONS OF THE NOTES

The following is the text of the Conditions of the Notes which (subject to modification) will be endorsed on each Note in definitive form (if issued): The A250,000,000 2.375 per cent Guaranteed Notes due 2024 (the ‘‘Notes’’, which expression shall in these Conditions, unless the context otherwise requires, include any further notes issued pursuant to Condition 18 and forming a single series with the Notes) of Titan Global Finance Plc (the ‘‘Issuer’’) are constituted by a Trust Deed to be dated 16 November 2017 (the ‘‘Trust Deed’’) made between the Issuer, Titan Cement Company S.A. (the ‘‘Guarantor’’) as guarantor and Wells Fargo Trust Corporation Limited (the ‘‘Trustee’’, which expression shall include its successor(s)) as trustee for the holders of the Notes (the ‘‘Noteholders’’). The Notes are the subject of an agency agreement to be dated 16 November 2017 (as amended and/ or restated and/or supplemented from time to time, the ‘‘Agency Agreement’’) made between the Issuer, the Guarantor, Socie´te´Ge´ne´rale Bank and Trust S.A. as registrar (the ‘‘Registrar’’, which expression includes any successor registrar appointed from time to time in connection with the Notes), Socie´te´Ge´ne´rale Bank and Trust S.A. as principal paying agent (the ‘‘Principal Paying Agent’’, which expression includes any successor principal paying agent appointed from time to time in connection with the Notes), any transfer agents appointed thereunder (the ‘‘Transfer Agents’’, which expression includes any successor or additional transfer agents appointed from time to time in connection with the Notes), any paying agents appointed thereunder (together with the Principal Paying Agent, the ‘‘Paying Agents’’, which expression includes any successor or additional paying agents appointed from time to time in connection with the Notes) and the Trustee. References herein to the ‘‘Agents’’ are to the Registrar, the Principal Paying Agent, the Transfer Agents and the Paying Agents and any reference to an ‘‘Agent’’ is to any one of them. The statements in these Conditions include summaries of, and are subject to, the detailed provisions of and definitions in the Trust Deed. Copies of the Trust Deed and the Agency Agreement are available for inspection during normal business hours by the Noteholders at the head office for the time being of the Trustee, being at the date of issue of the Notes at One Plantation Place, 30 Fenchurch Street, London EC3M 3BD and at the specified office of each of the Agents. The Noteholders are entitled to the benefit of, are bound by, and are deemed to have notice of, all the provisions of the Trust Deed and the Agency Agreement applicable to them.

1. FORM, DENOMINATION AND TITLE 1.1 Form and Denomination The Notes are issued in registered form in denominations of A100,000 and integral multiples of A1,000 in excess thereof (each, an ‘‘Authorised Denomination’’).

1.2 Register, Title and Transfers (a) Register: The Registrar will maintain a register (the ‘‘Register’’) in respect of the Notes in accordance with the provisions of the Agency Agreement. In these Conditions, the ‘‘Holder’’ of a Note means the person in whose name such Note is for the time being registered in the Register (or, in the case of a joint holding, the first named thereof) and ‘‘Noteholder’’ shall be construed accordingly. A certificate (each, a ‘‘Note Certificate’’) will be issued to each Noteholder in respect of its registered holding. Each Note Certificate will be numbered serially with an identifying number which will be recorded in the Register. (b) Title: Title to the Notes will pass upon registration of transfer in the Register. The Holder of each Note shall (except as otherwise required by law) be treated as the absolute owner of such Note for all purposes (whether or not it is overdue and regardless of any notice of ownership, trust or any other interest therein, any writing on the Note Certificate relating thereto (other than the endorsed form of transfer) or any notice of any previous loss or theft of such Note Certificate) and no person shall be liable for so treating such Holder. (c) Transfers: Subject to Conditions 1.2(f) (Closed periods) and 1.2(g) (Regulations concerning transfers and registration) below, and to the conditions set forth in the Agency Agreement, a Note may be transferred upon surrender of the relevant Note Certificate, with the endorsed form of transfer duly completed, at the specified office of the Registrar or any Transfer Agent, together with such evidence as the Registrar or (as the case may be) such Transfer Agent may reasonably require to prove the title of the transferor and the

22 authority of the individuals who have executed the form of transfer; provided, however, that a Note may not be transferred unless the principal amount of Notes transferred and (where not all of the Notes held by a Holder are being transferred) the principal amount of the balance of Notes not transferred are Authorised Denominations. Where not all the Notes represented by the surrendered Note Certificate are the subject of the transfer, a new Note Certificate in respect of the balance of the Notes will be issued to the transferor. (d) Registration and delivery of Note Certificates: Within five Business Days of the surrender of a Note Certificate in accordance with Condition 1(c) (Transfers) above, the Registrar will register the transfer in question and deliver a new Note Certificate of a like principal amount to the Notes transferred to each relevant Holder at its specified office or (as the case may be) the specified office of any Transfer Agent or (at the request and risk of any such relevant Holder) by uninsured first class mail (airmail if overseas) to the address specified for the purpose by such relevant Holder. In this Condition 1.2(d) (Registration and delivery of Note Certificates), ‘‘Business Day’’ means a day on which commercial banks are open for general business (including dealings in foreign currencies) in the city where the Registrar or (as the case may be) the relevant Transfer Agent has its specified office. (e) No charge: The transfer of a Note will be effected without charge by or on behalf of the Issuer, the Registrar or any Transfer Agent but against such indemnity as the Registrar or (as the case may be) such Transfer Agent may require in respect of any tax or other duty of whatsoever nature which may be levied or imposed in connection with such transfer. (f) Closed periods: Noteholders may not require transfers to be registered (i) during the period of 15 days prior to any date on which the Notes may be called for redemption by the Issuer at its option pursuant to Condition 7.2 (Redemption for tax reasons), (ii) after the Notes have been called for redemption, or (iii) during the period of seven days ending on (and including) any Record Date (as defined in Condition 6.3). (g) Regulations concerning transfers and registration: All transfers of Notes and entries on the Register are subject to the detailed regulations concerning the transfer of Notes scheduled to the Agency Agreement. The regulations may be changed by the Issuer with the prior written approval of the Trustee and the Registrar. A copy of the current regulations will be mailed (free of charge) by the Registrar to any Noteholder who requests in writing a copy of such regulations.

2. STATUS The Notes are direct, unconditional and (subject to the provisions of Condition 4) unsecured obligations of the Issuer and (subject as provided above) rank and will rank pari passu, without any preference among themselves, with all other outstanding unsecured and unsubordinated obligations of the Issuer, present and future, but, in the event of insolvency, only to the extent permitted by applicable laws relating to creditors’ rights.

3. GUARANTEE 3.1 Guarantee The payment of the principal and interest in respect of the Notes and all other moneys payable by the Issuer under or pursuant to the Trust Deed has been unconditionally and irrevocably guaranteed by the Guarantor (the ‘‘Guarantee’’) in the Trust Deed and, in the event of the addition of an Additional Guarantor pursuant to Condition 3.3 below, will be unconditionally and irrevocably guaranteed by an Additional Guarantor on a joint and several basis with the Guarantor.

3.2 Status of the Guarantee The obligations of the Guarantor under the Guarantee constitute and the obligations of any Additional Guarantor under its guarantee will constitute direct, unconditional and (subject to the provisions of Condition 4) unsecured obligations of the Guarantor and any Additional Guarantor respectively and (subject as provided above) rank and will rank for the Guarantor, and will rank for the Additional Guarantor, pari passu with all other outstanding unsecured and unsubordinated obligations of the Guarantor, present and future, and any Additional Guarantor

23 respectively save for such obligations as may be preferred by mandatory provisions of law, but, in the event of insolvency, only to the extent permitted by applicable laws relating to creditors’ rights.

3.3 Additional Guarantor The Trust Deed contains provisions requiring the Trustee, at the request of the Issuer at any time but without the consent of the Noteholders, to enter into a supplemental trust deed or trust deeds to give effect to the addition of any of the Guarantor’s Subsidiaries or Affiliates or Holding Companies as an additional guarantor under the Notes and the Trust Deed (an ‘‘Additional Guarantor’’), subject to such Additional Guarantor being incorporated under the laws of the United States, United Kingdom, Switzerland or any Member State of the EU. The Issuer shall notify the Noteholders of any Additional Guarantor as soon as reasonably practicable following its appointment in accordance with Condition 13 and Condition 15.4.

4. NEGATIVE PLEDGE 4.1 Negative Pledge So long as any Note remains outstanding (as defined in the Trust Deed), neither the Issuer, the Guarantor nor any Additional Guarantor shall, and the Issuer, the Guarantor and any Additional Guarantor shall procure that none of their respective Subsidiaries will, create or permit to subsist any Security Interest upon the whole or any part of its present or future undertaking, assets or revenues (including uncalled capital) to secure any Relevant Indebtedness or any guarantee of Relevant Indebtedness without (a) at the same time or prior thereto securing the Notes equally and rateably therewith to the satisfaction of the Trustee or (b) providing such other security for the Notes or other arrangement which in the opinion of the Trustee shall not be materially less beneficial to the Noteholders or as may be approved by an Extraordinary Resolution of Noteholders.

4.2 Interpretation For the purposes of these Conditions: ‘‘Affiliate’’ means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company; ‘‘Group’’ means the Guarantor and its Subsidiaries for the time being or, following the addition of an Additional Guarantor pursuant to Condition 3.3, ‘‘Group’’ shall mean the Guarantor, the Additional Guarantor and their respective Subsidiaries for the time being; ‘‘Holding Company’’ means (except in the case of Condition 7.4) any company of which the Guarantor or any Additional Guarantor is a Subsidiary; ‘‘Indebtedness’’ means any indebtedness of any person for money borrowed or raised including (without limitation) any indebtedness for or in respect of: (a) amounts raised by acceptance under any acceptance credit facility; (b) amounts raised under any note purchase facility; (c) the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with applicable law and generally accepted accounting principles, be treated as a finance or capital lease; (d) the amount of any liability in respect of any purchase price for assets or services the payment of which is deferred for a period of 90 days; and (e) amounts raised under any other transaction (including, without limitation, any forward sale or purchase agreement) having the commercial effect of a borrowing. ‘‘Project Finance Company’’ means any company, partnership or other legal entity (whether or not a member of the Group) where its (or one or more of its Subsidiaries’) principal assets and business are constituted by the ownership, creation, exploitation, acquisition, development and/or operation of an asset or project whether directly or indirectly, and where none of its indebtedness or that of one or more of its Subsidiaries in respect of the financing of such ownership, creation, exploitation, acquisition, development and/or operation of an asset or project benefits from any recourse whatsoever to any member of the Group other than: (a) the assets comprised in the project; or

24 (b) the Project Finance Company itself or another Project Finance Company; or (c) to such other member of the Group’s shareholding, investment or other interest in such company, partnership or legal entity; or (d) to such other member of the Group under any form of assurance, undertaking or support, where: (i) the recourse is limited to a claim for damages (not being liquidated damages or damages required to be calculated in a specified way) for breach of any obligation; and (ii) the obligation is not in any way a guarantee, indemnity or other assurance against financial loss or an obligation to ensure compliance by another with a financial ratio or other test of financial condition. ‘‘Project Finance Indebtedness’’ means any indebtedness incurred to finance the ownership, creation, exploitation, acquisition, construction, development and/or operation of an asset or project: (a) which is incurred by a Project Finance Company; or (b) in respect of which the person or persons to whom such indebtedness is or may be owed by the relevant debtor (whether or not a member of the Group) have no recourse whatsoever for the repayment of or payment of any sum relating to such indebtedness to any member of the Group other than recourse to: (i) such debtor or any one or more of its Subsidiaries for amounts limited to the aggregate cash flow or net cash flow (other than historic cash flow or historic net cash flow) from such asset; and/or (ii) such debtor or any one or more of its Subsidiaries or any shareholder of such debtor for the purpose only of enabling amounts to be claimed in respect of such indebtedness in an enforcement of any encumbrance given by such debtor over the assets comprised in the project (or given by any shareholder of such debtor over its investment in such debtor) or the income, cash flow or other proceeds deriving therefrom to secure such indebtedness provided that (A) the extent of such recourse to such debtor or any one or more of its Subsidiaries or any shareholder of such debtor or any one or more of its Subsidiaries or any shareholder of such debtor is limited solely to the amount of any recoveries made on any such enforcement, and (B) if the assets comprised in the project do not represent all or substantially all of the assets of the Project Finance Company’s business, such person or persons are not entitled, by virtue of any right or claim arising out of or in connection with such indebtedness, to commence proceedings for the winding up or dissolution of the debtor or the shareholder of such debtor or to appoint or procure the appointment of any receiver, trustee or similar person or officer in respect of the debtor or any of its assets (save for the assets such subject of such encumbrance). ‘‘Relevant Indebtedness’’ means any Indebtedness which is in the form of or represented by any bond, note, debenture, debenture stock, loan stock, certificate or other instrument which is, or is capable of being, listed, quoted or traded on any stock exchange or in any securities market (including, without limitation, any over-the-counter market) other than Project Finance Indebtedness, Securitisation Indebtedness and any Indebtedness in the form of credit facilities, term loans, revolving credit facilities and other types of similar financings customarily entered into with commercial banks and other similar financial institutions (including financings in the form of bond loans as contemplated by Greek Law 3156/2003 to the extent the bonds issued under such bond loans are (x) intended to be privately held by lending financial institutions in lieu of loan facilities and (y) not for the time being quoted or listed on any stock exchange or in any securities market). ‘‘Securitisation Indebtedness’’ means indebtedness issued pursuant to a securitisation programme (including for the avoidance of doubt under Greek law 3156/2003 on notes issuances and securitisation of receivables) relating to trade receivables operated by any member of the Group where the recourse of the holders of such debt is limited to the proceeds of and recoveries from such receivables and which involves the sale of trade receivables on terms whereby there is no recourse to the relevant member of the Group selling such receivables other than customary

25 recourse limited to damages for breach of a warranty relating to the receivables or breach of undertaking relating to the origination, management and/or collection of the receivables negotiated on an arm’s length basis. ‘‘Security Interest’’ means any mortgage, mortgage prenotice (under articles 1274 et seq. of the Greek Civil Code), charge, pledge, lien or other security interest including, without limitation, anything analogous to any of the foregoing under the laws of any jurisdiction. ‘‘Subsidiary’’ means, in relation to any company or corporation, a company or corporation: (a) which is controlled, directly or indirectly, solely by the first mentioned company or corporation; (b) more than half the issued share capital of which is beneficially owned, directly or indirectly, by the first mentioned company or corporation; or (c) which is a Subsidiary of another Subsidiary of the first mentioned company or corporation, and for this purpose, a company or corporation shall be treated as being controlled by another if that other company or corporation is able to direct its affairs and/or to control the composition of its board of directors or equivalent body.

5. INTEREST 5.1 Interest Rate and Interest Payment Dates The Notes bear interest from and including 16 November 2017 (the ‘‘Issue Date’’) at the rate of 2.375 per cent per annum (the ‘‘Rate of Interest’’), payable semi-annually in arrear on 16 May and 16 November in each year (each such date, an ‘‘Interest Payment Date’’). The amount of interest payable on each Interest Payment Date shall be A11.875 per A1,000 in nominal amount of the Notes.

5.2 Interest Accrual Each Note will cease to bear interest from and including its due date for redemption unless, upon due presentation of the relevant Note Certificates, payment of the principal in respect of the Note is improperly withheld or refused or unless default is otherwise made in respect of payment, in which event interest shall continue to accrue as provided in the Trust Deed.

5.3 Calculation of Interest If interest is required to be paid in respect of a Note on any date other than an Interest Payment Date, it shall be calculated by applying the Rate of Interest to A1,000, multiplying such sum by the Day Count Fraction and rounding the resultant figure to the nearest cent, with 0.5 cents being rounded up. The amount of interest payable per Note of a given specified denomination will be the product (without any further rounding) of (i) the amount in euros calculated above per A1,000 and (ii) the applicable specified denomination divided by A1,000. ‘‘Day Count Fraction’’ means (a) the actual number of days in the period from and including the date from which interest begins to accrue (the ‘‘Accrual Date’’) to but excluding the date on which it falls due divided by (b) the actual number of days from and including the Accrual Date to but excluding the next following Interest Payment Date multiplied by two.

6. PAYMENTS 6.1 Payments of principal Payments of principal shall be made by euro cheque drawn on, or, upon application by a holder of a Note to the specified office of the Principal Paying Agent not later than the fifteenth day before the due date for any such payment, by transfer to a euro account maintained by the payee and (in the case of redemption) upon surrender (or, in the case of part payment only, endorsement) of the relevant Note Certificates at the specified office of any Paying Agent.

6.2 Payment of interest Payments of interest shall be made by euro cheque drawn on, or, upon application by a holder of a Note to the specified office of the Principal Paying Agent not later than the fifteenth day before the due date for any such payment, by transfer to a euro account maintained by the

26 payee and (in the case of interest payable on redemption) upon surrender (or, in the case of part payment only, endorsement) of the relevant Note Certificates at the specified office of any Paying Agent.

6.3 Record Date Each payment in respect of a Note will be made to the person shown as the holder in the Register at the opening of business in the place of the Registrar’s specified office on the fifteenth day before the due date for such payment (the ‘‘Record Date’’). Where payment in respect of a Note is to be made by cheque, the cheque will be mailed to the address shown as the address of the holder in the Register at the opening of business on the relevant Record Date.

6.4 Payments subject to Applicable Laws Payments in respect of principal and interest on the Notes are subject in all cases to any fiscal or other laws and regulations applicable in the place of payment, but without prejudice to the provisions of Condition 8. No commissions or expenses shall be charged to the Noteholders in respect of such payments.

6.5 Payment only on a Payment Business Day Where payment is to be made by transfer to a euro account, payment instructions (for value the due date, or, if the due date is not a Payment Business Day, for value the next succeeding Payment Business Day) will be initiated and, where payment is to be made by euro cheque, the cheque will be mailed (i) (in the case of payments of principal and interest payable on redemption) on the later of the due date for payment and the day on which the relevant Note Certificate is surrendered at the specified office of a Paying Agent and (ii) (in the case of payments of interest payable other than on redemption) on the due date for payment. A holder of a Note shall not be entitled to any interest or other payment in respect of any delay in payment resulting from (A) the due date for a payment not being a Payment Business Day or (B) a cheque mailed in accordance with this Condition 6 arriving after the due date for payment or being lost in the mail. In this Condition 6.5, ‘‘Payment Business Day’’ means any day on which (i), in the case of payment by credit or transfer to a euro account, the Trans-European Automated Real-Time Gross Settlement Express Transfer System is open and (ii) in the case of surrender (or, in the case of part payment only, endorsement) of a Note Certificate, in the place in which the Note Certificate is surrendered (or, as the case may be, endorsed).

6.6 Initial Agents The name of the initial Agents and their initial specified offices are set out at the end of these Conditions. The Issuer, the Guarantor and any Additional Guarantor reserve the right, subject to the prior written approval of the Trustee, at any time to vary or terminate the appointment of any Paying Agent and to appoint additional or other Paying Agents provided that there will at all times be a Registrar and a Principal Paying Agent. Notice of any termination or appointment and of any changes in specified offices will be given to the Noteholders promptly by the Issuer in accordance with Condition 13.

7. REDEMPTION AND PURCHASE 7.1 Redemption at Maturity Unless previously redeemed or purchased and cancelled as provided below, the Issuer will redeem the Notes at their principal amount on 16 November 2024.

7.2 Redemption for Taxation Reasons If the Issuer satisfies the Trustee immediately before the giving of the notice referred to below that: (a) as a result of any change in, or amendment to, the laws or regulations of a Relevant Jurisdiction (as defined in Condition 8), or any change in the application or official interpretation of the laws or regulations of a Relevant Jurisdiction, which change or amendment becomes effective after 10 November 2017, on the next Interest Payment Date either (i) the Issuer would be required to pay additional amounts as provided or referred

27 to in Condition 8 or (ii) the Guarantor or any Additional Guarantor would be unable for reasons outside its control to procure payment by the Issuer and in making payment itself would be required to pay such additional amounts; and (b) the requirement cannot be avoided by the Issuer or, as the case may be, the Guarantor or any Additional Guarantor taking reasonable measures available to it, the Issuer may at its option, having given not less than 30 nor more than 60 days’ notice to the Noteholders in accordance with Condition 13 (which notice shall be irrevocable), redeem all the Notes, but not some only, at any time at their principal amount together with interest accrued to but excluding the date of redemption, provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Issuer or, as the case may be, the Guarantor or any Additional Guarantor would be required to pay such additional amounts, were a payment in respect of the Notes then due. Prior to the publication of any notice of redemption pursuant to this paragraph, the Issuer shall deliver to the Trustee a certificate signed by two Directors of the Issuer or, as the case may be, the Guarantor or any Additional Guarantor stating that the requirement referred to in (a) above will apply on the next Interest Payment Date and cannot be avoided by the Issuer or, as the case may be, the Guarantor or any Additional Guarantor taking reasonable measures available to it, and the Trustee shall be entitled to accept the certificate as sufficient evidence of the satisfaction of the conditions precedent set out above, in which event it shall be conclusive and binding on the Noteholders.

7.3 Redemption at the option of the Issuer The Issuer may, having given: (a) not less than 15 nor more than 30 days’ notice to the Noteholders in accordance with Condition 13; and (b) notice to the Registrar and the Trustee not less than 15 days before the giving of the notice referred to in (a), (which notices shall be irrevocable and shall specify the date fixed for redemption), redeem all (but not some only) of the Notes at any time during the period commencing on (and including) 16 May 2024 to (but excluding) 16 November 2024 at their principal amount, together with interest accrued (if any) to the date fixed for redemption.

7.4 Redemption at the option of the Noteholders upon a Change of Control Event (a) A ‘‘Put Event’’ will occur if while any of the Notes remains outstanding (as defined in the Trust Deed): (i) a Change of Control Event occurs; and (ii) at any time during the Change of Control Period any rating agency which was a Rating Agency at the commencement of the Change of Control Period or becomes a Rating Agency during the Change of Control Period (A) lowers the rating of the Notes and (B) rates the Notes as non-investment grade (being at or below BB-, or its respective equivalent for the time being) and such rating is not within the Change of Control Period restored to its rating immediately prior to the Change of Control Period by such Rating Agency or replaced by an equivalent rating of another Rating Agency, or any rating agency which was a Rating Agency at the commencement of the Change of Control Period or becomes a Rating Agency during the Change of Control Period withdraws its rating of the Notes and that rating is not within the Change of Control Period replaced by an equivalent rating of another Rating Agency, and in each case such downgrading or withdrawing Rating Agency announces or publicly confirms or informs the Trustee in writing that such downgrading or withdrawal of rating was the result, in whole or in part, of any event or circumstance comprised in or arising as a result of, or in respect of, the applicable Change of Control Event (whether or not the Change of Control Event shall have occurred at the time such rating is given or rating is withdrawn). (b) If a Put Event occurs (unless the Issuer has given notice under Condition 7.2): (i) the Issuer shall within ten Business Days of becoming aware of the occurrence of such Put Event, and at any time upon the Trustee becoming similarly so aware the Trustee may, and if so requested by the holders of at least one fifth in nominal

28 amount of the Notes then outstanding or if so directed by an Extraordinary Resolution of the Noteholders, the Trustee shall (subject in each case to the Trustee being indemnified and/or secured and/or prefunded to its satisfaction) give notice (a ‘‘Put Event Notice’’) to the Noteholders in accordance with Condition 13 and the Trustee specifying the nature of the Put Event and the procedure for exercising the option contained in this Condition 7.4; and (ii) the holder of each Note will have the option to require the Issuer to redeem or, at the Issuer’s option, purchase (or procure the purchase of) that Note on the Put Date (as defined below) at its principal amount, together with any interest accrued up to (but excluding) the Put Date. (c) For the purpose of this Condition 7.4: A‘‘Change of Control Event’’ shall occur if any person (other than an Exempt Person), directly or indirectly, alone or with any other person(s) (other than one or more Exempt Persons) acting in concert (in the sense of article 2 of Greek Law 3461/2006 transposing into Greek Law Directive 2004/25/EC of the European Parliament and of the Council of 21 April 2004 on takeover bids or equivalent provisions of any other relevant jurisdiction), or through person(s) acting on behalf of any such person, acquires securities representing more than 50 per cent of the voting rights in the Guarantor; ‘‘Change of Control Period’’ means the period: (i) commencing on the date that is one Business Day before the earlier of (a) the date of the relevant Change of Control Event and (b) the date of the earliest Relevant Potential Change of Control Announcement (if any); and (ii) ending 90 days after the date of the Change of Control Event or such longer period for which the Notes are under consideration by a Rating Agency for rating or rating review (such consideration having been announced publicly within the period ending 90 days after the date of the Change of Control Event and such period not to exceed 60 days after the public announcement of such consideration); ‘‘Exempt Person’’ means Theodoros Papalexopoulos, Andreas Canellopoulos, the heirs and successors of the late Angelos Canellopoulos, all of the associated and affiliated persons of any of the above, including (but not limited to) their descendants, heirs, legatees, or devisees, the relatives up to the second degree by blood or marriage of any of the above, the spouse or former spouse of any of the above or legal trusts for any of the above or other arrangements established or that may be established as part of the estate or inheritance succession of such person (and all types of trustees, estate administrators, fiduciaries or any similar person) or any person with functions, duties or responsibilities equivalent to any of the above, as well as any person that any of such persons controls, directly or indirectly, including a Holding Company; A‘‘person’’ includes any individual, firm, company, corporation, any association, trust, joint venture, consortium, partnership, foundation (including a charitable foundation) or other entity (whether or not having separate legal personality); ‘‘Holding Company’’ means any company of which the Guarantor is a Subsidiary; ‘‘Rating Agency’’ means S&P or any other rating agency of equivalent standing specified by the Issuer from time to time and agreed in writing by the Trustee (and the Trustee may (and shall if so required by the Issuer, subject to its being indemnified and/or secured and/ or prefunded to its satisfaction) consult and may rely absolutely on advice from a reputable independent financial adviser in this regard and shall not be liable to any person for such reliance) and, in each case, their successors but excluding any rating agency providing a rating of the Notes on an unsolicited basis; ‘‘Relevant Potential Change of Control Announcement’’ means any formal public announcement or statement by or on behalf of the Guarantor or any Holding Company, or any actual or potential bidder or any advisor thereto relating to any potential Change of Control Event where, within 90 days of the date of such announcement or statement, a Change of Control Event occurs; and ‘‘S&P’’ means Standard & Poor’s Credit Market Services Limited.

29 (d) Such option may be exercised by the holder notifying the Registrar or any other Agent, on any Business Day falling within the period (the ‘‘Put Period’’) of 45 days after a Put Event Notice is given, at the specified office of any Paying Agent, by delivery of a duly signed and completed notice of exercise in the form (for the time being current) obtainable from the specified office of any Paying Agent (a ‘‘Put Notice’’) and in which the holder may specify a bank account (in the currency of the Notes) to which payment is to be made under this Condition 7.4. The Put Notice Notes should be delivered (the ‘‘Put Date’’) seven days after the expiry of the Put Period. The Agent to which Put Notice is delivered will issue to the Noteholder concerned a non-transferable receipt in respect of the relevant Note. Payment in respect of any relevant Note will be made, if the holder duly specified a bank account (in the currency of the Notes) in the Put Notice to which payment is to be made, on the Put Date by transfer to that bank account and, in every other case, on or after the Put Date against presentation and surrender or (as the case may be) endorsement of such receipt at the specified office of any Paying Agent. A Put Notice, once given, shall be irrevocable. For the purposes of Condition 6 and certain other purposes specified in the Trust Deed, receipts issued pursuant to this Condition 7.4 shall be treated as if they were Notes. The Issuer shall redeem or, at the option of the Issuer, purchase (or procure the purchase of) the relevant Notes on the Put Date at their principal amount, together with any interest accrued up to (but excluding) the Put Date unless previously redeemed or purchased. If 80 per cent, or more in nominal amount of the Notes outstanding immediately prior to the Put Date have been redeemed or purchased pursuant to the foregoing provisions of this Condition 7.4, the Issuer may, on not less than 30 or more than 60 days’ notice to the Noteholders given within 30 days after the Put Date, redeem, at its option, the remaining Notes as a whole at a redemption price of the principal amount thereof plus interest accrued to but excluding the date of such redemption. If the rating designations employed by S&P are changed from those which are described in Condition 7.4(a)(ii) above, or if a rating is assigned by another Rating Agency, the Issuer shall determine, with the written agreement of the Trustee (and the Trustee may (and shall if so required by the Issuer, subject to its being indemnified and/or secured and/or prefunded to its satisfaction) consult and may rely absolutely on advice from a reputable independent financial adviser in this regard and shall not be liable to any person for such reliance), the rating designations of S&P or such other Rating Agency (as appropriate) as are most equivalent to the prior rating designations of S&P, and this Condition shall be construed accordingly.

7.5 Purchases The Issuer, the Guarantor, any Additional Guarantor or any of the Guarantor’s or any Additional Guarantor’s other Subsidiaries (as defined above) may at any time purchase Notes in any manner and at any price. Any Notes so purchased may be held, resold or cancelled, at the sole discretion of the purchaser.

7.6 Cancellations All Notes which are redeemed will forthwith be cancelled and accordingly may not be held, reissued or resold.

7.7 Notices Final Upon the expiry of any notice as is referred to in Condition 7.2 above the Issuer shall be bound to redeem the Notes to which the notice refers in accordance with the terms of such paragraph.

8. TAXATION 8.1 Payment without Withholding All payments in respect of the Notes by or on behalf of the Issuer, the Guarantor or any Additional Guarantor (or any other person procured by the Issuer to purchase Notes pursuant to Condition 7.4) shall be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature (‘‘Taxes’’) imposed or levied by or on behalf of any of the Relevant Jurisdictions, unless the withholding or deduction of the Taxes is required by law. In that event, the Issuer or, as the

30 case may be, the Guarantor or any Additional Guarantor will pay such additional amounts as may be necessary in order that the net amounts received by the Noteholders after the withholding or deduction shall equal the respective amounts which would have been receivable in respect of the Notes in the absence of the withholding or deduction; except that no additional amounts shall be payable in relation to any payment in respect of any Note: (a) held by or on behalf of, a holder who is liable to pay the Taxes in respect of the Note by reason of his having some connection with any Relevant Jurisdiction other than the mere holding of the Note; or (b) the Note Certificate for which is presented or surrendered for payment (where presentation or surrender is required) in any Relevant Jurisdiction; or (c) the Note Certificate for which is presented or surrendered for payment (where presentation or surrender is required) more than 30 days after the Relevant Date (as defined below) except to the extent that a holder would have been entitled to additional amounts on presenting the same for payment on the last day of the period of 30 days assuming, whether or not such is in fact the case, that day to have been a Presentation Date (as defined in Condition 6); or (d) the Note Certificate for which is presented or surrendered for payment (where presentation is required) by or on behalf of a Noteholder who would not be liable or subject to such withholding or deduction if he were to comply with any statutory requirement or to make a declaration of non-residence or other similar claim for exemption, but fails to do so.

8.2 Interpretation In these Conditions: (a) ‘‘Relevant Date’’ means the date on which the payment first becomes due but, if the full amount of the money payable has not been received by the Principal Paying Agent or the Trustee on or before the due date, it means the date on which, the full amount of the money having been so received, notice to that effect has been duly given to the Noteholders by the Issuer in accordance with Condition 13; and (b) ‘‘Relevant Jurisdiction’’ means the United Kingdom or any political subdivision or any authority thereof or therein having power to tax (in the case of payments by the Issuer), Greece or any political subdivision or any authority thereof or therein having power to tax (in the case of payments by the Guarantor) or any other jurisdiction (including without limitation, any jurisdiction in which the Additional Guarantor (if any) is incorporated) or any political subdivision or any authority thereof or therein having power to tax to which the Issuer, the Guarantor or any Additional Guarantor, as the case may be, becomes subject in respect of payments made by it of principal and interest on the Notes.

8.3 Additional Amounts Any reference in these Conditions to any amounts in respect of the Notes shall be deemed also to refer to any additional amounts which may be payable under this Condition or under any undertakings given in addition to, or in substitution for, this Condition pursuant to the Trust Deed.

9. PRESCRIPTION Claims for principal and interest on redemption shall become void unless the relevant Note Certificates are surrendered for payment within ten years (in the case of principal) and five years (in the case of interest) from the Relevant Date in respect of the Notes, subject to Condition 6 (Payments).

10. EVENTS OF DEFAULT 10.1 Events of Default The Trustee at its discretion may, and if so requested in writing by the holders of at least one- fifth in principal amount of the Notes then outstanding or if so directed by an Extraordinary Resolution of the Noteholders shall (subject in each case to being indemnified and/or secured and/or prefunded to its satisfaction), (but, in the case of the happening of any of the events described in subparagraphs (b) to (d) (other than the winding up or dissolution of the Issuer or

31 the Guarantor or any Additional Guarantor), and (e) to (g) inclusive and (i) and (j) below, only if the Trustee shall have certified in writing to the Issuer, the Guarantor and the Additional Guarantor (if any) that such event is, in its opinion, materially prejudicial to the interests of the Noteholders) give notice to the Issuer, the Guarantor and any Additional Guarantor that the Notes are, and they shall accordingly forthwith become, immediately due and repayable at their principal amount, together with accrued interest as provided in the Trust Deed, in any of the following events (‘‘Events of Default’’): (a) if default is made in the payment of any principal or interest or (pursuant to Condition 7.4) purchase price due in respect of the Notes or any of them and the default continues for a period of seven days in the case of principal or purchase price or 14 days in the case of interest; or (b) if the Issuer, the Guarantor or any Additional Guarantor fails to perform or observe any of its other obligations under these Conditions or the Trust Deed and (except in any case where the Trustee considers the failure to be incapable of remedy, when no continuation or notice as is hereinafter mentioned will be required) the failure continues for the period of 30 days (or such longer period as the Trustee may permit) following the service by the Trustee on the Issuer, the Guarantor or any Additional Guarantor (as the case may be) of notice requiring the same to be remedied; or (c) if (i) any Indebtedness for Borrowed Money (as defined below) of the Issuer, the Guarantor, any Additional Guarantor or any of the Guarantor’s or any Additional Guarantor’s Material Subsidiaries becomes due and repayable prematurely by reason of an event of default (however described); (ii) the Issuer, the Guarantor, any Additional Guarantor or any of the Guarantor’s or any Additional Guarantor’s Material Subsidiaries fails to make any payment in respect of any Indebtedness for Borrowed Money on the due date for payment (subject to any originally applicable grace period); (iii) any security given by the Issuer, the Guarantor, any Additional Guarantor or any of the Guarantor’s or any Additional Guarantor’s Material Subsidiaries for any Indebtedness for Borrowed Money becomes enforceable and any legal action is taken to enforce the same; or (iv) default is made by the Issuer, the Guarantor, any Additional Guarantor or any of the Guarantor’s or any Additional Guarantor’s Material Subsidiaries in making any payment due under any guarantee and/or indemnity given by it in relation to any Indebtedness for Borrowed Money of any other person, provided that no event described in this subparagraph (c) shall constitute an Event of Default unless the Indebtedness for Borrowed Money or other relative liability due and unpaid, either alone or when aggregated (without duplication) with other amounts of Indebtedness for Borrowed Money and/or other liabilities due and unpaid relative to all (if any) other events specified in (i) to (iv) above amounts to at least A50,000,000 (or its equivalent in any other currency); or (d) if any order is made by any competent court or resolution is passed for the winding up or dissolution of the Issuer, the Guarantor, any Additional Guarantor or any of the Guarantor’s or Additional Guarantor’s Material Subsidiaries, save for the purposes of (and followed by) a Permitted Reorganisation or a reorganisation on terms approved in writing by the Trustee or by an Extraordinary Resolution of the Noteholders; or (e) if the Issuer, the Guarantor, any Additional Guarantor or any of the Guarantor’s or any Additional Guarantor’s Material Subsidiaries (i) ceases or threatens to cease to carry on the whole or substantially the whole of its business, save for the purposes of (and followed by) a Permitted Reorganisation or a reorganisation on terms approved in writing by the Trustee or by an Extraordinary Resolution of the Noteholders or a Permitted Disposal, or (ii) stops or threatens to stop payment of, or is unable to, or admits inability to, pay, its debts (or any class of its debts) as they fall due or is deemed unable to pay its debts pursuant to or for the purposes of any applicable law, or (iii) is adjudicated or found bankrupt or insolvent; or (f) if (i) proceedings are initiated against the Issuer, the Guarantor, any Additional Guarantor or any of the Guarantor’s or Additional Guarantor’s Material Subsidiaries under any applicable liquidation, insolvency, composition, reorganisation or other similar laws or an application is made (or documents filed with a court) for the appointment of an administrative or other receiver, manager, administrator or other similar official, or an administrative or other receiver, manager, administrator or other similar official is

32 appointed, in relation to the Issuer, the Guarantor, any Additional Guarantor or any of the Guarantor’s or any Additional Guarantor’s Material Subsidiaries or, as the case may be, in relation to the whole or any part of the undertaking or assets of any of them or an encumbrancer takes possession of the whole or substantially the whole of the undertaking or assets of any of them, or a distress, execution, attachment, sequestration or other process is levied, enforced upon, sued out or put in force against the whole or substantially the whole of the undertaking or assets of any of them, and (ii) in any such case (other than the appointment of an administrator or an administrative receiver appointed following presentation of a petition for an administration order) unless initiated by the relevant company, is not discharged within 60 days; or (g) if the Issuer, the Guarantor, any Additional Guarantor or any of the Guarantor’s or any Additional Guarantor’s Material Subsidiaries (or their respective directors or shareholders) initiates or consents to judicial proceedings relating to itself under any applicable liquidation, insolvency, composition, reorganisation or other similar laws (including the obtaining of a moratorium) or makes a conveyance or assignment for the benefit of, or enters into any composition or other arrangement with, its creditors generally (or any class of its creditors) or any meeting is convened to consider a proposal for an arrangement or composition with its creditors generally (or any class of its creditors); or (h) if the Guarantee or any additional guarantee provided by an Additional Guarantor ceases to be, or is claimed by the Issuer, the Guarantor or the Additional Guarantor (if any) not to be, in full force and effect; or (i) if the Issuer ceases to be a Subsidiary wholly-owned and controlled, directly or indirectly, by any of the Guarantor, the Additional Guarantor (if any) or a Holding Company; or (j) if any event occurs which, under the laws of any relevant jurisdiction, has or may have, in the Trustee’s opinion, an analogous effect to any of the events referred to in subparagraphs (d) to (i) above.

10.2 Interpretation For the purposes of this Condition: ‘‘Consolidated EBIT’’ means, in respect of any Relevant Period, the consolidated operating profit of the Group before taxation (excluding the results from discontinued operations): (a) before deducting any Consolidated Net Finance Charges; (b) before taking into account any items treated as exceptional or extraordinary items; and (c) after deducting the amount of any profit of any member of the Group which is a Project Finance Company and the amount of any profit of any member of the Group which is attributable to any assets or project referred to in the definition of Project Finance Indebtedness, in each case, to the extent added, deducted or taken into account, as the case may be, for the purposes of determining the profits of the Group from ordinary activities before taxation. ‘‘Consolidated EBITDA’’ means, in respect of any Relevant Period, Consolidated EBIT for the Relevant Period after adding back any amount attributable to the amortisation of intangible assets or the depreciation of tangible assets of members of the Group and taking no account of any charge for impairment or any reversal of any previous impairment charge made in such Relevant Period. ‘‘Consolidated Net Finance Charges’’ means Finance Expense less Finance Income (in each case as stated in the relevant audited financial statements). ‘‘Indebtedness for Borrowed Money’’ means any indebtedness (whether being principal, premium, interest or other amounts) for or in respect of any notes, bonds, debentures, debenture stock, loan stock or other securities or any borrowed money or any liability under or in respect of any acceptance or acceptance credit other than intra-group indebtedness. ‘‘Material Subsidiary’’ means, at any time, a Subsidiary of the Guarantor or any Additional Guarantor which has EBITDA (calculated on the same basis as Consolidated EBITDA) or Total Assets (excluding intra-group items) representing 15 per cent or more of the Consolidated EBITDA or consolidated Total Assets of the Group. Compliance with the foregoing conditions shall be determined by reference to the latest audited financial statements of that Subsidiary

33 (consolidated in the case of a Subsidiary which itself has Subsidiaries) and the latest audited consolidated financial statements of the Group but if a Subsidiary has been acquired since the date as at which the latest audited consolidated financial statements of the Group were prepared, the financial statements shall be adjusted in order to take into account the acquisition of that Subsidiary. ‘‘Permitted Disposal’’ means: (a) a disposal by the Guarantor of any of its assets, holdings or shares to any Additional Guarantor; or (b) in relation to a disposal by any of the Guarantor’s or any Additional Guarantor’s Material Subsidiaries of the whole or substantially the whole of its business, a disposal for full value at arm’s length in respect of which the Issuer, the Guarantor, any Additional Guarantor or any of the Guarantor’s or any Additional Guarantor’s Material Subsidiaries has, within a period of 12 months of such disposal, used the proceeds of such disposal to: (i) repay any of the Group’s existing debt (other than any revolving loan facilities repaid on terms that such monies can be redrawn); and/or (ii) acquire replacement assets of equivalent or greater value. ‘‘Permitted Reorganisation’’ means: (a) an amalgamation, demerger, merger, consolidation, reconstruction or a transaction involving the transfer of shares (the ‘‘Reorganisation’’) on a solvent basis of: (i) any member of the Group (other than the Issuer, the Guarantor or any Additional Guarantor); (ii) the Guarantor, provided that: (a) the entity resulting from or surviving the Reorganisation is the Guarantor or any Additional Guarantor; and (b) after such transaction, the Guarantor and/or any Additional Guarantor has, in each case directly or indirectly, retained title in and continues to hold all or substantially all of the assets and property of the Guarantor existing prior to that transaction; and (c) the relevant transaction involving the Guarantor results in the Guarantor or any Additional Guarantor (if any) being subrogated fully to the entirety of rights and obligations of each other person participating in the Reorganisation as global successor and by operation of law; or (iii) the Issuer, provided that: (a) the entity resulting from or surviving the Reorganisation becomes the principal debtor under the Notes (the ‘‘New Issuer’’) as fully as if the New Issuer had been named in these Conditions, the Trust Deed and the Agency Agreement as the principal debtor in place of the Issuer; (b) after such transaction the New Issuer has retained title in and continues to hold all or substantially all of the assets and property of the Issuer existing prior to that transaction; (c) after such transaction, all amounts payable by the New Issuer under the Notes and the Trust Deed remain unconditionally and irrevocably guaranteed by the Guarantor and any Additional Guarantor on the same basis as for the Issuer immediately prior to the transaction; and (d) where the new Issuer is incorporated, domiciled or resident in, or subject generally to the taxing jurisdiction of, a territory other than or in addition to the United Kingdom or Greece or any political sub-division or any authority therein or thereof having power to tax, undertakings or covenants shall be given by the New Issuer in terms corresponding to the provisions of Condition 8 with the substitution for (or, as the case may be, the addition to) the references to the United Kingdom or Greece of references to that other or additional territory in which the New Issuer is incorporated, domiciled or resident or to whose taxing jurisdiction it is subject and (where applicable) Condition 7.2 shall be modified accordingly; or (b) the solvent liquidation of any member of the Group (other than the Issuer, the Guarantor or any Additional Guarantor).

34 ‘‘Relevant Period’’ means each period of twelve months ending on the last day of the Guarantor’s financial year and each period of twelve months ending on the last day of the first half of the Guarantor’s financial year. ‘‘Total Assets’’ means the line item ‘‘Total Assets’’ in the relevant financial statements or, if there is no such line item in the relevant financial statements, the line item best representing the sum of the current assets and non-current assets of the relevant entity.

10.3 Reports A report by two Directors of the Guarantor or any Additional Guarantor whether or not addressed to the Trustee that in their opinion a Subsidiary of the Guarantor or any Additional Guarantor (as the case may be) is or is not or was or was not at any particular time or throughout any specified period a Material Subsidiary may be relied upon by the Trustee without further enquiry or evidence or liability to any person for any loss occasioned by acting on such report and, if relied upon by the Trustee, shall, in the absence of manifest error, be conclusive and binding on all parties.

11. ENFORCEMENT 11.1 Enforcement by the Trustee The Trustee may at any time, at its discretion and without notice, take such proceedings against the Issuer and/or the Guarantor and/or any Additional Guarantor as it may think fit to enforce the provisions of the Trust Deed or the Notes, but it shall not be bound to take any such proceedings or any other action in relation to the Trust Deed or the Notes unless (a) it has been so directed by an Extraordinary Resolution of the Noteholders or so requested in writing by the holders of at least one-fifth in principal amount of the Notes then outstanding and (b) it has been indemnified and/or secured and/or prefunded to its satisfaction.

11.2 Enforcement by the Noteholders No Noteholder shall be entitled to proceed directly against the Issuer, the Guarantor or any Additional Guarantor unless the Trustee, having become bound so to proceed, fails so to do within a reasonable period and the failure shall be continuing.

12. REPLACEMENT OF NOTE CERTIFICATES Should any Note Certificate be lost, stolen, mutilated, defaced or destroyed it may be replaced at the specified office of the Registrar upon payment by the claimant of the expenses incurred in connection with the replacement and on such terms as to evidence and indemnity as the Issuer may reasonably require. Mutilated or defaced Note Certificates must be surrendered before replacements will be issued.

13. NOTICES All notices regarding the Notes shall be valid if sent by post to the Noteholders at their respective addresses in the Register and, if and for so long as the Notes are listed on any stock exchange, notices will also be given in accordance with any applicable requirements of such stock exchange. Any notice shall be deemed to have been given on the second day after being so mailed or on the date of publication or, if so published more than once or on different dates, on the date of the first publication.

14. SUBSTITUTION The Trust Deed contains provisions permitting the Trustee, without the consent of the Noteholders, to agree with the Issuer, the Guarantor and any Additional Guarantor to the substitution in place of the Issuer (or of any previous substitute under this Condition) as the principal debtor under the Notes and the Trust Deed of the Guarantor, any Subsidiary of the Guarantor or any Subsidiary of any Additional Guarantor, subject to: (i) except in the case of the substitution in place of the Issuer of the Guarantor, the Notes being unconditionally and irrevocably guaranteed by the Guarantor and any Additional Guarantor;

35 (ii) the Trustee being satisfied that the interests of the Noteholders will not be materially prejudiced by the substitution; and

(iii) certain other conditions set out in the Trust Deed being complied with.

15. MEETINGS OF NOTEHOLDERS, MODIFICATION, WAIVER, AUTHORISATION AND DETERMINATION

15.1 Meetings of Noteholders The Trust Deed contains provisions for convening meetings of the Noteholders to consider any matter affecting their interests, including the modification or abrogation by Extraordinary Resolution of any of these Conditions or any of the provisions of the Trust Deed. The quorum at any meeting for passing an Extraordinary Resolution will be one or more persons present holding or representing more than 50 per cent in principal amount of the Notes for the time being outstanding, or at any adjourned such meeting one or more persons present whatever the principal amount of the Notes held or represented by him or them, except that, at any meeting the business of which includes the modification or abrogation of certain of the provisions of these Conditions and certain of the provisions of the Trust Deed, the necessary quorum for passing an Extraordinary Resolution will be one or more persons present holding or representing not less than two-thirds, or at any adjourned such meeting not less than one-third, of the principal amount of the Notes for the time being outstanding. An Extraordinary Resolution passed at any meeting of the Noteholders will be binding on all Noteholders, whether or not they are present at the meeting.

15.2 Modification, Waiver, Authorisation and Determination The Trustee may agree, without the consent of the Noteholders, to any modification of, or to the waiver or authorisation of any breach or proposed breach of, any of these Conditions or any of the provisions of the Trust Deed, or determine, without any such consent as aforesaid, that any Event of Default or Potential Event of Default (as defined in the Trust Deed) shall not be treated as such (provided that, in any such case, it is not, in the opinion of the Trustee, materially prejudicial to the interests of the Noteholders) or may agree, without any such consent as aforesaid, to any modification which, in its opinion, is of a formal, minor or technical nature or to correct a manifest error or error which is, to the satisfaction of the Trustee, proven.

15.3 Trustee to have Regard to Interests of Noteholders as a Class

In connection with the exercise by it of any of its trusts, powers, authorities and discretions (including, without limitation, any modification, waiver, authorisation, determination or substitution), the Trustee shall have regard to the general interests of the Noteholders as a class but shall not have regard to any interests arising from circumstances particular to individual Noteholders (whatever their number) and, in particular but without limitation, shall not have regard to the consequences of any such exercise for individual Noteholders (whatever their number) resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any particular territory or any political sub- division thereof and the Trustee shall not be entitled to require, nor shall any Noteholder be entitled to claim, from the Issuer, the Guarantor, any Additional Guarantor, the Trustee or any other person any indemnification or payment in respect of any tax consequence of any such exercise upon individual Noteholders except to the extent already provided for in Condition 8 and/or any undertaking given in addition to, or in substitution for, Condition 8 pursuant to the Trust Deed.

15.4 Notification to the Noteholders Any modification, abrogation, waiver, authorisation, determination or substitution shall be binding on the Noteholders and, unless the Trustee agrees otherwise, any modification or substitution shall be notified by the Issuer to the Noteholders as soon as practicable thereafter in accordance with Condition 13.

36 16. INDEMNIFICATION OF THE TRUSTEE AND ITS CONTRACTING WITH THE ISSUER, THE GUARANTOR AND ANY ADDITIONAL GUARANTOR 16.1 Indemnification and liability of the Trustee The Trust Deed contains provisions for the indemnification of the Trustee and for its relief from responsibility, including provisions relieving it from taking action unless indemnified to its satisfaction. The Trustee may rely without liability to Noteholders on a report, confirmation or certificate or any advice of any accountants, financial advisers, financial institution or any other expert, whether or not addressed to it and whether their liability in relation thereto is limited (by its terms or by any engagement letter relating thereto entered into by the Trustee or in any other manner) by reference to a monetary cap, methodology or otherwise. The Trustee may accept and shall be entitled to rely on any such report, confirmation or certificate or advice and such report, confirmation certificate or advices shall be binding on the Issuer, the Guarantor, any Additional Guarantor, the Trustee and the Noteholders.

16.2 Trustee Contracting with the Issuer, the Guarantor and any Additional Guarantor The Trust Deed also contains provisions pursuant to which the Trustee is entitled, inter alia, (a) to enter into business transactions with the Issuer and/or the Guarantor and/or the Additional Guarantor and/or any of the Guarantor’s or any Additional Guarantor’s other Subsidiaries and to act as trustee for the holders of any other securities issued or guaranteed by, or relating to, the Issuer and/or the Guarantor and/or any Additional Guarantor and/or any of the Guarantor’s or any Additional Guarantor’s other Subsidiaries, (b) to exercise and enforce its rights, comply with its obligations and perform its duties under or in relation to any such transactions or, as the case may be, any such trusteeship without regard to the interests of, or consequences for, the Noteholders, and (c) to retain and not be liable to account for any profit made or any other amount or benefit received thereby or in connection therewith.

17. REPORTING For so long as any Notes are outstanding, in the event that, at any time, the Guarantor’s equity ceases to be listed on the Athens Exchange or on any other regulated market in an EU-member country (for whatever reason) the Guarantor will, for the period beginning on the date of such de-listing and ending on the date on which no Notes remain outstanding, post on its website and provide to the Trustee all reports that would be required to comply in all material respects with the requirements of the Athens Exchange or the regulated market in an EU-member country on which the Guarantor’s equity was most recently listed or the rules and regulations applicable to issuers with equity securities listed on the Athens Exchange or the regulated market in a EU-member country on which the Guarantor’s equity was most recently listed for annual, quarterly or semi-annual reports (as the case may be) as though the Guarantor had remained listed on the Athens Exchange or on the regulated market in an EU-member country on which the Guarantor’s equity was most recently listed. Upon the posting on the Guarantor’s website in English, such information shall be deemed to be ‘‘furnished to the Holders and the Trustee’’ for the purposes of the Trust Deed. If and so long as the Notes are listed on the official list of the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange so require, the Guarantor shall also post all such information required under this Condition 17 on the official website of the Luxembourg Stock Exchange. If and so long as the Notes are listed on the Global Exchange Market of the Irish Stock Exchange and the rules of the Irish Stock Exchange so require, the Guarantor shall also post all such information required under this Condition 17 on the official website of the Irish Stock Exchange. For so long as the Guarantor’s equity is listed on the Athens Exchange and/or any other regulated market in an EU-member country, the provisions of this Condition 17 will not apply.

18. FURTHER ISSUES The Issuer is at liberty from time to time without the consent of the Noteholders to create and issue further notes or bonds (whether in bearer or registered form) either (a) ranking pari passu in all respects (or in all respects save for the first payment of interest thereon) and so that the same shall be consolidated and form a single series with the outstanding notes or bonds of any series (including the Notes) constituted by the Trust Deed or any supplemental deed or (b) upon such terms as to ranking, interest, conversion, redemption and otherwise as the Issuer may

37 determine at the time of the issue. Any further notes or bonds which are to form a single series with the outstanding notes or bonds of any series (including the Notes) constituted by the Trust Deed or any supplemental deed shall, and any other further notes or bonds may (with the consent of the Trustee), be constituted by a deed supplemental to the Trust Deed. The Trust Deed contains provisions for convening a single meeting of the Noteholders and the holders of notes or bonds of other series in certain circumstances where the Trustee so decides.

19. GOVERNING LAW AND SUBMISSION TO JURISDICTION 19.1 Governing Law The Trust Deed (including the Guarantee), the Notes and any non-contractual obligations arising out of or in connection with the Trust Deed (including the Guarantee) and the Notes are governed by, and shall be construed in accordance with, English law.

19.2 Jurisdiction of English Courts Each of the Issuer and the Guarantor has, in the Trust Deed, irrevocably agreed for the benefit of the Trustee and the Noteholders that the courts of England are to have exclusive jurisdiction to settle any disputes which may arise out of or in connection with the Trust Deed or the Notes (including a dispute relating to any non-contractual obligations arising out of or in connection with the Trust Deed or the Notes) and accordingly has submitted to the exclusive jurisdiction of the English courts. Each of the Issuer and the Guarantor has, in the Trust Deed, waived any objection to the courts of England on the grounds that they are an inconvenient or inappropriate forum. The Trustee and the Noteholders may take any suit, action or proceeding arising out of or in connection with the Trust Deed or the Notes respectively (together referred to as ‘‘Proceedings’’) (including any Proceedings relating to any non-contractual obligations arising out of or in connection with the Trust Deed or the Notes) against the Issuer or the Guarantor in any other court of competent jurisdiction and concurrent Proceedings in any number of jurisdictions.

19.3 Appointment of Process Agent The Guarantor has, in the Trust Deed, irrevocably and unconditionally appointed Titan Cement U.K. Limited whose registered office is at No.12 Shed, King George Dock, Hull HU9 5PR) as its agent for service of process in England in respect of any Proceedings and has undertaken that in the event of such agent ceasing so to act it will appoint such other person as the Trustee may approve as its agent for that purpose.

20. RIGHTS OF THIRD PARTIES No rights are conferred on any person under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Note, but this does not affect any right or remedy of any person which exists or is available apart from that Act.

38 SUMMARY OF PROVISIONS RELATING TO THE NOTES IN GLOBAL FORM

The Notes will be represented by a Global Note Certificate that is registered in the name of Socie´te´ Ge´ne´rale Bank and Trust Luxembourg, Common Depositary Account, as nominee for, and deposited with, a common safekeeper for the Clearing Systems.

The Global Note Certificate contains provisions that modify the Conditions as they apply to the Notes evidenced by the Global Note Certificate, and a summary of certain of those provisions is set out below.

1. Exchange for Individual Note Certificates Registration of title to Notes in a name other than that of Socie´te´Ge´ne´rale Bank and Trust Luxembourg, Common Depositary Account (or any replacement or successor nominee for the Clearing Systems) will be permitted only if (i) Euroclear or Clearstream, Luxembourg is closed for business for a continuous period of 14 days (other than by reason of legal holidays) or announces an intention permanently to cease business or (ii) any of the circumstances described in Condition 10 (Events of Default) occurs. The Issuer shall notify the registered holder of the Global Note Certificate of the occurrence of any of the events specified in (i) and (ii) as soon as practicable thereafter.

Whenever the Global Note Certificate is to be exchanged for Individual Note Certificates, such Individual Note Certificates will be issued in an aggregate principal amount equal to the principal amount of the Global Note Certificate within five Business Days of the delivery, by or on behalf of the registered holder of the Global Note Certificate, Euroclear and/or Clearstream, Luxembourg, to the Registrar of such information as is required to complete and deliver such Individual Note Certificates (including, without limitation, the names and addresses of the persons in whose names the Individual Note Certificates are to be registered and the principal amount of each such person’s holding) against the surrender of the Global Note Certificate at the specified office of the Registrar. Such exchange will be effected in accordance with the provisions of the Agency Agreement and the regulations concerning the transfer and registration of Notes scheduled thereto and, in particular, shall be effected without charge to any registered holder, but against such indemnity as the Registrar may require in respect of any tax or other duty of whatsoever nature which may be levied or imposed in connection with such exchange. In this paragraph, ‘‘Business Day’’ means a day on which commercial banks are open for general business (including dealings in foreign currencies) in the city where the Registrar or (as the case may be) the relevant Transfer Agent has either the office identified with its name in the Conditions of the Notes or any other office notified to any relevant parties pursuant to the Agency Agreement.

2. Accountholder For so long as all of the Notes are evidenced by the Global Note Certificate and the Global Note Certificate is held on behalf of Euroclear and/or Clearstream, Luxembourg, each person who is for the time being shown in the records of Euroclear or Clearstream, Luxembourg as the holder of a particular principal amount of such Notes (each an ‘‘Accountholder’’) (in which regard any certificate or other document issued by Euroclear or Clearstream, Luxembourg as to the principal amount of such Notes standing to the account of any person shall, in the absence of manifest error, be conclusive and binding for all purposes) shall be treated as the holder of such principal amount of such Notes for all purposes (including for the purposes of any quorum requirements of, or the right to demand a poll at, meetings of the Noteholders) other than with respect to the payment of principal and interest on such Notes, the right to which shall be vested, as against the Issuer and the Trustee, solely in the registered holder of the Global Note Certificate in accordance with and subject to the terms of the Global Note Certificate and the Trust Deed.

3. Transfers Book-entry interests in the Notes evidenced by the Global Note Certificate are transferable only in accordance with, and subject to, the provisions hereof and the rules and operating procedures of the Clearing Systems. Transfers of such book-entry interests will be effected through the

39 records of the Clearing Systems and their respective direct and indirect participants in accordance with the rules and procedures of the Clearing Systems and their respective direct and indirect participants.

4. Payments Payments due in respect of Notes evidenced by the Global Note Certificate which, according to the Conditions, require surrender or endorsement of a Note Certificate, shall be made to or to the order of the registered holder and such payment will discharge the obligations of the Issuer in respect of the relevant payment under the Notes. Each Accountholder must look solely to Euroclear or Clearstream, Luxembourg as the case may be, for its share of each payment made to or to the order of the registered holder.

5. Notices Notwithstanding Condition 13 (Notices), so long as all of the Notes are evidenced by the Global Note Certificate and the Global Note Certificate will be held on behalf of the Clearing Systems, or any other clearing system (an ‘‘Alternative Clearing System’’), notices to Noteholders may be given by delivery of the relevant notice to Euroclear and/or Clearstream, Luxembourg and/or such Alternative Clearing System (as the case may be) for communication to the relative accountholders rather than by publication as required by Condition 13 (Notices) provided that, so long as the Notes are admitted to listing or trading on any stock exchange, such notice is also given in a manner which complies with the rules and regulations of such stock exchange or other relevant authority. Any such notice shall be deemed to have been given to the Noteholders on the second day after the day on which such notice is delivered to Euroclear and/ or Clearstream, Luxembourg and/or such Alternative Clearing System (as the case may be) as aforesaid.

6. Payment Business Day In the case of all payments made in respect of the Notes evidenced by the Global Note Certificate, so long as the Global Note Certificate is held on behalf of a Clearing System or an Alternative Clearing System, the definition for ‘‘Payment Business Day’’ in Condition 6.5 (Payments only on a payment business day) shall be amended and shall be any day on which banks are open for general business (including dealings in foreign currencies) in London.

7. Record Date For so long as the Global Note Certificate evidences all Notes and is held on behalf of the Clearing Systems, the Record Date shall be determined in accordance with Condition 6.3 (Record Date), provided that the words ‘‘fifteenth day’’ shall be deemed to be replaced with ‘‘Clearing System Business Day’’. ‘‘Clearing System Business Day’’ means a day on which each clearing system is open for business.

8. Calculation of interest For so long as all of the Notes outstanding are evidenced by the Global Note Certificate, interest will be calculated in respect of the aggregate principal amount of the Notes evidenced by the Global Note Certificate (and not per A1,000 as provided in Condition 5.3 (Calculation of Interest)) but otherwise in accordance with Condition 5 (Interest).

9. Electronic Consent and Written Resolution For so long as the Notes are evidenced by the Global Note Certificate and the Global Note Certificate is held on behalf of the Clearing Systems and/or an Alternative Clearing System then, in respect of any resolution proposed by the Issuer, the Guarantor or the Trustee: (a) where the terms of the resolution proposed by the Issuer, the Guarantor or the Trustee (as the case may be) have been notified to the Noteholders through the Clearing Systems and/ or an Alternative Clearing System as provided in the Trust Deed, each of the Issuer and the Trustee shall be entitled to rely upon approval of such resolution given by way of electronic consents communicated through the electronic communications systems of the relevant Clearing Systems and/or an Alternative Clearing System, as the case may be, to the Principal Paying Agent or another specified agent and/or the Trustee in accordance with their operating rules and procedures by or on behalf of the holders of not less than

40 75 per cent in aggregate principal amount of the Notes outstanding by close of business on the relevant time and date for the blocking of their accounts in the relevant Clearing System and/or Alternative Clearing System (an ‘‘Electronic Consent’’). Any resolution passed in such manner shall be binding on all Noteholders, even if the relevant consent or instruction proves to be defective. Neither the Issuer nor the Trustee shall be liable or responsible to anyone for such reliance; and (b) where Electronic Consent is not being sought, for the purpose of determining whether a Written Resolution (as defined in the Trust Deed) has been validly passed, the Issuer, the Guarantor and the Trustee shall be entitled to rely on consent or instructions given in writing directly to the Issuer and/or the Guarantor and/or the Trustee, as the case may be, (i) by accountholders in the Clearing Systems and/or an Alternative Clearing System, as the case may be, with entitlements to such Global Note Certificate and/or, (ii) where the accountholders hold any such entitlement on behalf of another person, on written consent from or written instruction by the person identified by that Accountholder as the person for whom such entitlement is held. For the purpose of establishing the entitlement to give any such consent or instruction, the Issuer, the Guarantor and the Trustee shall be entitled to rely on any certificate or other document issued by, in the case of (i) above, the Clearing Systems and/or an Alternative Clearing System, as the case may be, and, in the case of (ii) above, the Clearing Systems and/or an Alternative Clearing System, as the case may be, and the accountholder identified by the relevant clearing system for the purposes of (ii) above. Any Written Resolution passed in such manner shall be binding on all Noteholders, even if the relevant consent or instruction proves to be defective. Any such certificate or other document shall be conclusive and binding for all purposes. Any such certificate or other document may comprise any form of statement or print out of electronic records provided by the relevant clearing system (including Euroclear’s EUCLID or Clearstream, Luxembourg’s CreationOnline system) in accordance with its usual procedures and in which the accountholder of a particular principal or nominal amount of the Notes is clearly identified together with the amount of such holding. None of the Issuer, the Guarantor and the Trustee shall be liable to any person by reason of having accepted as valid or not having rejected any certificate or other document to such effect purporting to be issued by any such person and subsequently found to be forged or not authentic.

10. Put Option For so long as all of the Notes are evidenced by the Global Note Certificate and the Global Note Certificate is held on behalf of any clearing system, the option of the Noteholders provided for in Condition 7.4 may be exercised by an Accountholder giving notice to the Principal Paying Agent in accordance with the standard procedures of the relevant clearing system (which may include notice being given on his instructions by any relevant clearing system for them to the Principal Paying Agent by electronic means) of the principal amount of the Notes in respect of which such option is exercised. The Issuer shall procure that any exercise of any option or any right under the Notes, as the case may be, shall be entered in the records of the relevant clearing system and upon any such entry being made, the principal amount of the Notes evidenced by the Global Note Certificate shall be adjusted accordingly.

11. Eurosystem eligibility The Notes are intended upon issue to be held under the new safe-keeping structure with the intention of allowing Eurosystem eligibility. Therefore, on issue, the Notes will be registered in the name of a nominee for Euroclear and Clearstream, Luxembourg, as common safekeeper. This does not necessarily mean that the Notes will be recognised as eligible collateral for Eurosystem monetary policy and intra day credit operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition will depend upon the ECB being satisfied that Eurosystem eligibility criteria have been met.

41 12. Euroclear and Clearstream, Luxembourg References in the Global Note Certificate and this summary to Euroclear and/or Clearstream, Luxembourg shall be deemed to include references to any other clearing system capable of clearing notes in accordance with the new safekeeping structure and approved by the Trustee.

42 USE OF PROCEEDS

The net proceeds of the Notes offered hereby, which are expected to amount approximately to A248,200,000 million, will be used, in the sole discretion of the Issuer, (i) to purchase for cash any or all of the Issuer’s outstanding 4.25 per cent Guaranteed Notes due 2019 (the ‘‘2019 Notes’’) by way of a tender offer made pursuant to a separate tender offer memorandum dated 6 November 2017 (the ‘‘Tender Offer’’) and (ii) for general corporate purposes, including repayment of bank and other commercial debt.

43 CAPITALISATION

The table below shows the pro forma capitalisation of Titan Group as at 30 September 2017 and as adjusted following the issue of the Notes:

Illustrative capitalisation before and after issuance of the Notes

After Illustrative 30 September issuance of Cash Flow 2017 Adjustment the Notes Ratios

(in A millions) Existing bank and other Debt...... 242.3 (130.0)(1) 112.3 Existing 2019 Notes (net book value) ...... 285.4 (70.0)(2) 215.4 Existing 2021 Notes (net book value) ...... 297.4 — 297.4 New Notes offered hereby ...... — 250.0 250.0

Total Consolidated Debt...... 825.1 50.0 875.1 3.0x(3) Cash and cash equivalents ...... (67.3) (44.0)(4) (111.3) (0.4x)(5)

Net Consolidated Debt ...... 757.8 6.0 763.8 2.7x(6)

(1) Assumes repayment of total bank and other commercial debt amounting to A130.0 million. (2) Assumes A70.0 million principal amount of 2019 Notes tendered and accepted in the Tender Offer. The actual amount of 2019 Notes tendered and accepted in the Tender Offer may be lesser or greater. (3) Total Consolidated Debt divided by EBITDA for the twelve months ended 30 September 2017 of A288.1 million. (4) Estimated gross proceeds of the offering of the Notes less estimated fees and expenses of the offering of the Notes and the purchase price premium above par assumed to be paid in connection with the purchase of 2019 Notes tendered and accepted in the Tender Offer. (5) Cash and cash equivalents divided by EBITDA for the twelve months ended 30 September 2017 of A288.1 million. (6) Total Consolidated Debt less cash and cash equivalents divided by EBITDA for the twelve months ended 30 September 2017 of A288.1 million.

44 DESCRIPTION OF THE ISSUER

1. History The Issuer was incorporated in the United Kingdom (registered number 06199510) on 2 April 2007 as a public limited company, established and operating under the Companies Act 1985 (as amended) under the name Titan Global Finance Plc. Its registered address is No. 12 Shed, King George Dock, Hull HU9 5PR and its telephone number is +44 1482 784012. The Issuer is a direct, wholly-owned subsidiary of the Guarantor.

2. Principal Activities The Issuer is the Group’s funding vehicle, its objectives including, according to article 4 (e) of its Memorandum of Association ‘‘to borrow or raise money by any method, to obtain any form of credit or finance’’, including the issuance of securities.

3. Share Capital of the Issuer The Issuer was incorporated with an authorised share capital of £50,000 divided into 50,000 shares of £1 each, all of which have been issued at par, are fully paid and are held directly by the Guarantor. At the end of 2007, a further 1,200,000 shares, each having a par value of £1, were issued fully-paid and are held by the Guarantor. In December 2008, an additional 1,250,000 shares, each having a par value of £1, were issued fully-paid and are held by the Guarantor. The Issuer’s share capital as at 31 December 2016 was £2,500,000 (A3,287,375). The issued shares of the Issuer are not listed on any stock exchange and are not dealt in on any other organised market. The Issuer has no subsidiaries.

4. Directors and Secretary The directors of the Issuer at the date hereof are:

Name Function Other Principal Activities

Charles Richard Field Director Senior Partner, Non-executive member of the Member of the Board, Rollits Board since 2 April 2007 Lawrence Hugh Wilt, Jr. Director Vice President and CFO, Executive member of the Board Titan America LLC since 22 March 2010 Karen Virginia Fittler Director Director of Tax, Executive member of the Board Titan America LLC since 22 March 2010 Nikolaos Andreadis Director Group Treasurer, Executive member of the Board Titan Cement Company S.A. since 15 September 2017 The company secretary of the Issuer is Rollits Company Secretaries Limited. The address of the company secretary is Citadel House, 58 High Street Hull HU1 1QE. The business address of the directors is No. 12 Shed, King George Dock, Hull HU9 5PR, UK.

5. Directors’ Interests No director has any interest in the promotion of, or any property acquired or proposed to be acquired by the Issuer and no director has any conflict of interest and/or any potential conflict of interest between any of her/his duties to the Issuer and her/his private interests and/or other duties. In accordance with English law, each director has a duty to act in good faith with a view to promoting the success of the Issuer, regardless of any other directorships he may hold.

45 DESCRIPTION OF THE GUARANTOR

INTRODUCTION AND HISTORY Titan Cement Company was founded in 1902 with the establishment of the first cement plant in Greece in the town of Elefsina. On 16 February 1911 it became a limited liability company (socie´te´ anonyme) under the name Titan Cement Company S.A. (the ‘‘Guarantor’’), under Royal Decree dated 19.4/1.5.1835. Registered in the General Electronic Commercial Registry with register No. 224301000 (formerly the Register of Socie´te´s Anonymes Number 6013/06/B/86/90), the Guarantor operates under Codified Law 2190/1920 on Socie´te´s Anonymes, as amended and currently in force, and has been listed on the Athens Exchange since 1912. The registered office of the Guarantor is at 22A Halkidos Street – 111 43 Athens, Greece and its telephone number is +30 210 259 1111. The Guarantor is the parent company of a vertically integrated group that manufactures, distributes and trades cement, aggregates, ready-mix concrete and related building products in four regions: the U.S., Greece and Western Europe, Southeastern Europe and the Eastern Mediterranean. A list of the subsidiaries of the Guarantor can be found in Note 14 of the audited consolidated financial statements of the Guarantor for the financial year ended 31 December 2016, on pages 112 to 114, which have been incorporated by reference in this Offering Circular. As at 2 November 2017, the Guarantor had a market capitalisation of A1.7 billion. The Guarantor, together with its subsidiaries and its affiliates (the ‘‘Titan Group’’) operates a multi- regional business with three cement plants in Greece, two in each of the United States and Egypt and one in each of Albania, Bulgaria, the Former Yugoslav Republic of Macedonia (‘‘F.Y.R.O.M.’’), Serbia, Kosovo and Turkey. Titan Group’s international operations commenced in 1933 when it first began exporting cement from Greece to Brazil. Titan Group’s overseas expansion began in 1992 when it acquired a controlling stake in Roanoke Cement, Virginia, United States. Titan Group continues to diversify its operations outside Greece. In 2016, Titan Group expanded its geographical footprint in Brazil, by acquiring an equity stake in Cimento Apodi (47.0 per cent in September 2016 and a further 3.0 per cent in September 2017), a cement manufacturer in the state of Ceara´ in Northeast Brazil with a production capacity of more than 2.0 million tons of cement per year. For the year ended 31 December 2016, 82.7 per cent of Titan Group’s turnover and 86.9 per cent of Titan Group’s EBITDA was generated outside Greece and Western Europe, while for the six-month period ended 30 June 2017, 83.3 per cent of Titan Group’s turnover and 90.3 per cent of Titan Group’s EBITDA was generated outside Greece and Western Europe. For the nine-month period ended 30 September 2017, 83.4 per cent of Titan Group’s turnover and 90.5 per cent of Titan Group’s EBITDA was generated outside Greece and Western Europe. Titan Group has grown its production base throughout the economic downturn with cement production capacity increasing by 29.0 per cent between 2008 and 2016. This growth has been driven in part by Titan Group’s geographic diversification which has allowed areas of growth to mitigate the effects of regions in which the construction sector has remained stagnant. The Titan Group (including Brazil) currently operates 14 cement plants, four grinding plants, six import terminals, 65 quarries, 125 ready-mix plants, nine concrete block plants, eight fly ash processing plants, two processed engineered fuel facilities and one dry mortar plant. Its total cement capacity (including cement, grinding plants and cementitious materials) is approximately 27.0 million tonnes per annum (including joint ventures). Titan Group operates in four regions and participates in two joint ventures: * the United States (including the United States and Canada); * Greece and Western Europe (including exports to France, Italy and the United Kingdom from Greece); * Southeastern Europe (Albania, Bulgaria, F.Y.R.O.M., Kosovo and Serbia); and * Eastern Mediterranean (Egypt and Turkey-Adocim Marmara Cimento Beton Sanayi ve Ticaret A.S. (‘‘Adocim Marmara’’)). In Turkey (Adocim Cimento Beton Sanayi ve Ticaret A.S. (‘‘Adocim’’)) and Brazil (Cimento Apodi), the Titan Group operates through joint ventures, the results of which are not consolidated by the Group. The following table shows the geographic diversification of the Group’s operations by region for the three-year average (2014-2016), for the year ended 31 December 2016 and for the twelve-month period ended 30 September 2017:

46

Note: Regional cement capacity excludes aggregates. For the year ended 31 December 2016, the Group generated turnover of A1.5 billion and profit before interest, taxes, depreciation, amortisation and impairment (‘‘EBITDA’’) of A278.6 million. As at 31 December 2016, Titan Group had total assets of A2.79 billion. For the year ended 31 December 2016, 82.7 per cent of the Group’s turnover and 86.9 per cent of the Group’s EBITDA was generated outside Greece and Western Europe. For the twelve-month period ended 30 June 2017, the Group generated turnover of A1.56 billion and EBITDA of A301.2 million. For the twelve-month period ended 30 June 2017 83.5 per cent of the Group’s turnover and 89.9 per cent of the Group’s EBITDA was generated outside Greece and Western Europe. For the twelve-month period ended 30 September 2017, the Group generated turnover of A1.53 billion and EBITDA of A288.1 million. For the twelve- month period ended 30 September 2017, 83.3 per cent of the Group’s turnover and 89.9 per cent of the Group’s EBITDA was generated outside Greece and Western Europe. In the last 10 years (2007- 2016), Titan Group has invested approximately A1.3 billion on capital expenditure (‘‘capital expenditure’’ consists of additions of property, plant and equipment, intangible assets and investment properties) and approximately A824.0 million in acquisitions with a view to growing and diversifying the Group’s business. Following the economic downturn between 2011 and 2014, during which capital expenditures were broadly stable and comprised principally maintenance capital expenditures, Titan Group completed a two-year (2015-2016), A324.1 million capital expenditure programme, focusing on profitability enhancements and environmental improvement programmes.

47 The table below shows Titan Group’s sales by product for the year ended 31 December 2016:

Titan Group’s Sales by Product for the year ended 31 December 2016

Percentage of Titan Revenue Group’s (in Turnover Product Amount E millions) (%)

Cement and cementitious materials (in million metric tonnes) ... 17.5 907.5 60.1 Aggregates (in million metric tonnes)...... 15.9 601.7(1) 39.9(1) Ready-mix concrete (in million cubic metres) ...... 4.9

Total...... 1,509.2 100.0

(1) Includes both Aggregates and Ready-mix concrete. The table below shows Titan Group’s sales volumes by product for the years ended 31 December 2015 and 31 December 2016:

Sales Volumes

Change 2016 2015 (%)

Cement(1), (2) (in million metric tonnes) ...... 17.5 16.5 6.1 Aggregates(2) (in million metric tonnes) ...... 15.9 14.0 13.6 Ready-mix(2) (in million cubic metres) ...... 4.9 4.3 14.0

(1) Cement sales include clinker and cementitious materials. (2) Includes Turkey and Brazil, does not include Associates. The table below shows Titan Group’s sales volumes by product for the six-month periods ended 30 June 2017 and 30 June 2016:

Sales Volumes

Change 1H 2017 1H 2016 (%)

Cement(1), (2) (in million metric tonnes) ...... 9.4 8.1 16.0 Aggregates(2) (in million metric tonnes) ...... 8.0 8.0 0 Ready-mix(2) (in million cubic metres) ...... 2.8 2.4 16.7

(1) Cement sales include clinker and cementitious materials. (2) Includes Turkey and Brazil, does not include Associates. Since 1992, Titan Group has selectively increased its vertical integration, diversifying its product offering to include an increasing proportion of non-cement products (ready-mix, aggregates, dry mortars and building blocks) in addition to cement products (including cementitious materials). In 2016, cement turnover represented 60 per cent of Titan Group’s total turnover, compared to 79 per cent in 1992. As at 31 December 2016, the Group employed 5,482 people (including the Group’s 50 per cent share in the joint venture in Turkey but excluding Brazil), approximately 78 per cent of which were located outside Greece and Western Europe.

48 Employment

No. of No. of employees employees as at as at 31 December 31 December Region 2016 2015

United States...... 2,049 1,996 Greece & Western Europe ...... 1,185 1,176 Southeastern Europe...... 1,282 1,426 Eastern Mediterranean...... 966 1,056

Total...... 5,482 5,654

STRATEGY Titan Group’s long-term strategy is underpinned by a committed management and strong corporate governance. The Group’s governing objective is to grow as a multi-regional, vertically integrated building materials producer, combining an entrepreneurial spirit and operational excellence with respect for people, society and the environment. Titan Group believes that its financial and sustainability considerations are intertwined and thus its strategy is inclusive, focusing on strategic priorities, while always considering stakeholder needs over the longer term. The Group’s corporate strategy is developed and continually refined in the context of the global and local markets in which it operates and consists of five axes.

International Geographic Diversification with Leading Local Market Positions Mitigating Impact of Economic Cycle Titan Group currently operates across four distinct geographical areas. To further diversify geographically, Titan Group selectively extends its operations and strengthens its asset portfolio through acquisitions, greenfield developments into attractive new markets and joint ventures in regions that offer attractive economics and meaningful diversification potential. This geographical diversity reduces Titan Group’s reliance on any one market for its revenues and provides it with additional export opportunities. For the year ended 31 December 2016, Titan Group demonstrated a geographic diversity in its earnings, with a relatively low dependence on Greece. The United States grew to represent 52.6 per cent of the Group’s turnover and 52.1 per cent of the Group’s EBITDA. Domestic cement sales in Greece represented approximately 6.0 per cent of the total volumes sold by the Group in 2016 due to the continuing distressed economic environment, and exports continued to absorb more than two- thirds of the production of Greek plants. Southeastern Europe has acted as a steady cash flow source for the Group, while Egyptian operations have achieved fuel sufficiency and restored production volumes in order to be able to meet growing market demand with a progressively lower cost base. For the year ended 31 December 2016, the Group’s turnover in Egypt increased by 28.0 per cent in local currency terms and EBITDA more than doubled (increase of 172.0 per cent), reaching A40.8 million, compared to A15.0 million in the year ended 31 December 2015, despite the devaluation of the Egyptian pound by more than 50.0 per cent and the volatility of market prices. In 2016, Titan Group expanded its geographical footprint in Brazil, with the acquisition of an equity stake in Cimento Apodi (47.0 per cent in September 2016 and a further 3.0 per cent in September 2017), a Brazilian cement manufacturer operating in the state of Ceara´ in Northeast Brazil. The assets of Cimento Apodi include a modern integrated cement plant in Quixere´, which has been in operation since 2015, and a grinding cement plant in Pece´m port, close to the city of Fortaleza, which has been in operation since 2011. Cimento Apodi has a production capacity of over 2.0 million tons of cement per year. With this investment, the Titan Group believes it has entered a market with long-term potential, joining forces with well-established local partners and investing in state-of-the-art assets. Titan Group has a clear market competitive advantage for its product sales. Its operations are close to its end markets, and in most cases it ranks in the top three in terms of market share. In the United States, Titan Group has a significant presence in the East Coast region, and it ranks second in Florida, which is experiencing strong growth in construction activity. Titan Group’s

49 terminals are located in New Jersey, Norfolk (Virginia) and Tampa (Florida). In Greece, Titan Group’s plants are close to the three major cities and ports, facilitating exports, and Titan Group is the largest operator in aggregates and ready-mix concrete. In Southeastern Europe, Titan Group covers the whole region through synergies among countries. In Eastern Mediterranean, Titan Group’s plants in Egypt are located in Cairo and Alexandria, while in Turkey the cement plant is located in the northeast, near the Black Sea region, and the grinding plant is in Marmara, in the northwest, close to the Black Sea region. In South America, Titan Group’s cement plant and grinding plant are located in Ceara´ state, in northeastern Brazil, near the state capital Fortaleza and the port of Pecem, one of the two large ports in Ceara´ state.

Vertically Integrated Business Model Titan seeks to run its operations across its geographical locations in a vertically integrated manner which allows it to ensure access to the market, reduce earnings volatility, operate its cement plants at higher capacity, enjoy economies of scale and increase proximity to end users. This vertical integration is particularly important in the U.S. market, where it allows Titan Group to have direct access to end users. Vertical integration has resulted in non-cement products contributing 39.9 per cent of the Group’s turnover of A1,509 million for the year ended 31 December 2016 compared to 21.0 per cent of the Group’s turnover of A267.0 million in 1992. Non-cement products include ready- mix, aggregates, dry mortars, building blocks and fly ash. Wherever market conditions are favourable, the Group seeks to vertically integrate the core cement business by expanding into aggregates and ready-mix concrete. These businesses provide diversified sales and cash flows, thus capturing additional profitability along the demand chain. In addition, they are strategically valuable due to the synergies with the Group’s core cement operations.

Continuous Competitive Improvement to Capture Growth Opportunities Titan Group aims at continuously improving its cost structure and productivity, and enhancing its competitive position by investing in its asset base and implementing new methods and processes throughout its business. To this end, the Group strives for the optimal utilisation of its human resources, encouraging the adaptation of its workforce to Titan’s international identity, transferring production know-how, as well as rationalising and modernising operations. The Group also makes persistent efforts to reduce CO2 emissions through the use of the best available technologies, the production of blended cement and increased consumption of alternative fuels, thereby demonstrating its commitment to environmental issues. Titan Group’s latest areas of focus include excellence in operational maintenance, new digital and IT infrastructure, enhanced product and process innovation capacity, as well as two major Titan Group- wide initiatives, on procurement and people development. The first phase of Titan Group’s Procurement Transformation Programme (‘‘PTP’’) was implemented in 2016. The PTP aims to optimise the number of suppliers in order to build long-term value-added supplier relationships, with an emphasis on ‘‘total cost’’ reduction, transparency and enhancement of sustainable impact on the supply chain. During a transition period from 2014 to 2016, total fixed production costs and selling, marketing and administrative costs increased in order to capture new growth business opportunities. Titan Group’s fixed production costs for the year ended 31 December 2016 increased by 20.9 per cent compared to 2014 and selling, marketing and administrative costs increased by 20.4 per cent compared to 2014. Prior to this development period, during the global economic crisis from 2008 to 2013, Titan Group made significant efforts to contain costs and prove that it was ready to adapt to the new economic conditions. Fixed production costs and selling, marketing and administrative costs decreased (excluding the costs associated with the acquisition in Kosovo and start-up costs in Albania) by 21.3 per cent (A54.0 million decrease in six years) and 29.7 per cent (A43.0 million reduction in six years), respectively. This decline in fixed production costs was driven by a reduction in labour costs.

50 Cautious Financial Policy Cautious financial management has always been a key priority and has enabled the Group to remain competitive in the global markets. Titan Group has demonstrated its ability to adapt its leverage policy to meet growth opportunities and safely navigate volatile macroeconomic periods. In order to support Titan Group’s operational excellence initiatives, as well as new acquisitions and commitment to its shareholders, net debt (defined as short-term borrowings plus long-term borrowings minus cash and cash equivalents) increased as at 30 June 2017 to A786.5 million compared to A508.5 million (excluding Turkey) as at 31 December 2013. However, in order to strengthen its balance sheet during the global economic crisis from 2008 to 2013, Titan Group reduced its net debt from a peak of A1,112 million (excluding Turkey) as at 31 March 2009 to A508.5 million as at 31 December 2013.

Titan Group has also entered into strategic partnerships most notably with the International Finance Corporation (‘‘IFC’’), the development branch of the World Bank, which acquired a minority stake in Titan Group’s operations in Egypt in November 2010 and a minority stake in Titan Group’s operations in the Western Balkans in June 2012.

Titan Group’s dividend policy is driven by the aim of ensuring the soundness of the Group’s statement of financial position and the maintenance of its financial ratios in line with the targets set by the Group. The Guarantor abides by Greek law, which requires that the Guarantor pay a mandatory dividend of at least 35.0 per cent of its unconsolidated net profits in each year, unless otherwise approved by the general meeting of the Guarantor’s shareholders representing at least 70.0 per cent of the Guarantor’s share capital.

Moreover, Titan Group manages liquidity risk by putting in place adequate credit facilities with international banks well in advance of its financing needs, as well as by diversifying funding through capital market financing. Titan Group has successfully issued A200.0 million notes due 2017 in December 2012, which have been repaid, A300.0 million of notes due 2019 in July 2014 and A300.0 million of notes due 2021 in June 2016. Additionally, in April 2017, the Group refinanced and extended up to January 2022 its committed syndicated revolving credit facility of A300.0 million serving mainly as a standby buffer facility (of which A116.2 million was utilised as of 30 June 2017 and A60.0 million was utilised as of 30 September 2017). Titan Group enters into hedging transactions to match its risk profile under its commercial, investment and borrowing activities and does not engage in speculative transactions. The Issuer intends to use part of the proceeds of the issuance of the Notes to repurchase its existing 2019 Notes tendered and accepted for purchase pursuant to the Tender Offer and to repay part of Titan Group’s bank and other commercial debt. As at 30 June 2017, Titan Group had A276.7 million of liquidity, including A187.3 million of long-term committed and undrawn facilities and A89.4 million of cash, while as at 30 September 2017, Titan Group had A320.2 million of liquidity, including A252.9 million of long-term committed and undrawn facilities and A67.3 million of cash.

51 Focus on Human Capital and Corporate Social Responsibility A focus on human resources and corporate social responsibility (‘‘CSR’’) is the fifth axis of corporate strategy, and the Group develops and continuously improves its relations with all internal and external stakeholders based on mutual respect and understanding. For details on the Group’s CSR policy, see the section ‘‘Description of the Guarantor – Corporate Social Responsibility and Sustainable Development’’. Titan Group has always been a people-driven organisation. It builds long-term relationships with employees grounded on mutual trust, reliability and shared values. The Group continues to provide significant employment opportunities worldwide and is committed to investing substantial resources in developing its employees’ knowledge and skills. Training hours in the Group increased by 43.0 per cent in 2016, compared to 2015 and the training programmes that improve management capabilities reached 15.0 per cent of the total training hours in 2016. Moreover, in 2016, the Group introduced an internal platform, ‘‘Leading the Titan Way’’, for empowering employees to: * build unity and facilitate cooperation; * provide solutions and deliver results; * envision and implement change inside the group; and * inspire and develop people.

52 SELECTED CONSOLIDATED FINANCIAL INFORMATION The table below sets out a summary of selected consolidated financial information of Titan Group as at, and for each of the financial years ended 31 December 2016, 2015 and 2014, the six-month periods ended 30 June 2017 and 2016 and the nine-month periods ended 30 September 2017 and 2016, respectively. The financial information presented below is derived from the audited consolidated financial statements of the Guarantor for the year ended 31 December 2016, the unaudited consolidated and separate interim condensed financial statements of the Guarantor for the six-month period ended 30 June 2017 and the unaudited consolidated and separate interim condensed financial statements of the Guarantor for the nine-month period ended 30 September 2017.

Year ended Nine months ended 31 December Six months ended 30 June 30 September

2016 2015 2014 2017 2016 2017 2016

(Audited) (Unaudited) (Amounts in B thousands, except per (Amounts in B thousands, except per share share and share data) and share data) INCOME STATEMENT Turnover ...... 1,509,153 1,397,818 1,158,414 773,821 723,808 1,144,533 1,124,225 Gross profit before depreciation, amortisation and impairment...... 437,014 358,393 294,508 219,160 192,994 332,129 318,907 Profit before interest, taxes, depreciation, amortisation and impairment...... 278,599 216,422 181,591 142,118 119,479 214,520 204,996 Depreciation, amortisation and impairment of tangible and intangible assets ...... (127,107) (130,695) (105,035) (57,323) (60,502) (85,384) (89,467)

Profit/(Loss) before interest and taxes.... 151,492 85,727 76,556 84,795 58,977 129,136 115,529 Share of profit/(loss) of associates and joint ventures...... 492 5,815 4,945 (7,426) 2,587 (7,602) 4,820 Finance costs – net...... (64,403) (65,593) (64,127) (28,527) (34,739) (41,657) (50,424)

Profit/(Loss) before taxes ...... 63,525 42,144 46,821 31,702 7,375 59,080 39,899 Less: Income tax (expense)/benefit...... 63,805 (6,848) (11,104) (16,540) 1,544 (24,194) 82,292

Profit/(Loss) after taxes...... 127,330 35,296 35,717 15,162 8,919 34,886 122,191

Attributable to: Shareholders...... 127,444 33,754 30,947 13,937 9,206 33,101 121,931 Non-controlling interests...... (114) 1,542 4,770 1,225 (287) 1,785 260

Basic earnings/(losses) per share ...... 1.5612 0.4126 0.3790 0.1727 0.1124 0.4103 1.4906

Diluted earnings/(losses) per share...... 1.5521 0.4103 0.3767 0.1714 0.1116 0.4072 1.4807

CASH FLOW STATEMENT Cash flows from/(used in) operating activities...... 269,218 219,513 153,332 79,835 123,952 132,447 172,195 Cash flows used in investing activities ...... (240,047) (170,422) (81,181) (108,364) (55,117) (129,957) (182,438) Cash flows from/(used in) financing activities...... 42,667 (70,550) (118,142) (59,593) 87,129 (112,410) 56,520

Net decrease in cash and cash equivalents 71,838 (21,459) (45,991) (88,122) 155,964 (109,920) 46,277 Cash and cash equivalents at start of period ...... 121,733 142,946 184,257 179,710 121,733 179,710 121,733 Effects of exchange rate changes ...... (13,861) 246 4,680 (2,172) (3,634) (2,525) (3,769)

Cash and cash equivalents at end of period 179,710 121,733 142,946 89,416 274,063 67,265 164,241

OTHER EBITDA(1) ...... 278,599 216,422 181,591 142,118 119,479 214,520 204,996

(1) We define EBITDA, a non-GAAP figure, as profit before interest, taxes, depreciation, amortisation and impairment, which excludes the impact of the share of profit of associates and joint ventures.

53 As at 31 December As at As at 30 September 2016 2015 2014 30 June 2017 2017

(Audited) (Unaudited) (Amounts in B thousands, except per share (Amounts in B thousands, except and share data) per share and share data) BALANCE SHEET Total non-current assets 2,165,034 2,370,963 2,235,017 2,074,926 2,023,580 Total Current assets ...... 624,743 577,784 576,232 569,286 533,538

Total Assets ...... 2,789,777 2,948,747 2,811,249 2,644,212 2,557,118

Total Equity ...... 1,552,816 1,705,285 1,627,595 1,400,000 1,387,770 Total non-current liabilities ...... 829,973 940,547 898,420 911,680 879,428 Total current liabilities .. 406,988 302,915 285,234 332,532 289,920

Total Shareholder’s Equity and Liabilities..... 2,789,777 2,948,747 2,811,249 2,644,212 2,557,118

54 GROUP CONSOLIDATED FINANCIAL PERFORMANCE Titan Group’s financial performance for the years ended 31 December 2014, 31 December 2015 and 31 December 2016, the six-month period ended 30 June 2017 and the nine-month period ended 30 September 2017 is discussed further below:

Comparison of the nine-month period ended 30 September 2017 and the nine-month period ended 30 September 2016

Nine months ended 30 September

Change 2017 2016 (%)

(Unaudited) (Amounts in B millions unless otherwise indicated) Turnover United States...... 667.2 584.2 14.2 Greece and Western Europe...... 189.9 195.6 (2.9) Southeastern Europe...... 173.2 156.8 10.5 Eastern Mediterranean ...... 114.3 187.7 (39.1)

Titan Group 1,144.5 1,124.2 1.8

EBITDA United States ...... 138.8 98.0 41.6 Greece and Western Europe...... 20.4 28.0 (27.2) Southeastern Europe...... 44.2 46.1 (4.2) Eastern Mediterranean ...... 11.1 32.8 (66.2)

Titan Group 214.5 205.0 4.6

EBITDA Margin(1) (%) United States ...... 20.8 16.8 23.8 Greece and Western Europe...... 10.7 14.3 (25.2) Southeastern Europe...... 25.5 29.4 (13.3) Eastern Mediterranean ...... 9.7 17.5 (44.6)

Titan Group 18.7 18.2 2.7

(1) We define EBITDA, a non-GAAP figure, as profit before interest, taxes, depreciation, amortisation and impairment, which excludes the impact of the share of profit of associates and joint ventures.

Turnover Group Titan Group’s turnover for the nine-month period ended 30 September 2017 was A1,144.5 million, an increase of A20.3 million compared to A1,124.2 million for the nine-month period ended 30 September 2016 (an increase of 1.8 per cent), mainly due to the continued growth in the United States, although temporarily interrupted in the third quarter by Hurricane Irma, and higher cement sales volumes in Southeastern Europe. This growth was partially offset by a reduction in Egypt, affected by weak cement prices, which have not absorbed the EGP devaluation, and high inflation, as well as the continued decline in Greece, due to weak domestic market conditions. United States Turnover in the U.S. region was A667.2 million for the nine-month period ended 30 September 2017, an increase of A83.0 million compared to A584.2 million for the nine-month period ended 30 September 2016 (an increase of 14.2 per cent), driven by successful price increases and rise in volumes, particularly in vertically integrated activities. In the nine-month period ended 30 September

55 2017, the U.S. region accounted for 58.3 per cent of the Group’s turnover, 64.7 per cent of the Group’s EBITDA and 38.8 per cent of the Group’s assets. In September 2017, Hurricane Irma had an impact on Titan America’s performance in Florida and temporarily offset the underlying growth trends of the market. According to Titan Group’s estimates, the impact of Hurricane Irma was approximately $15.0 million, for business disruption mainly due to flooding, mass evacuations and preparations. By the end of September 2017, weekly sales were restored to levels equivalent to the sales before Hurricane Irma, confirming the current trend of robust markets. Concurrently, in Virginia, where Titan America’s second plant is located, the market has seen a notable acceleration, with a 5.5 per cent increase in volumes in the nine-month period ended 30 September 2017 compared to the nine-month period ended 30 September 2016. Overall, the states where Titan America operates continue to demonstrate solid fundamentals, supported by favourable conditions in the economy with labour markets remaining strong and income growth and consumer confidence improving. The Portland Cement Association (‘‘PCA’’) forecasts a compound annual growth in U.S. cement consumption of 4.2 per cent per year between 2017 and 2021. In detail, the forecasts contemplate a 1.7 per cent increase in 2017, 2.6 per cent increase in 2018, 4.4 per cent increase in 2019, 6.3 per cent increase in 2020 and 3.5 per cent increase in 2021 (Source: PCA Fall 2017 forecast). For Florida, the compound annual growth in cement consumption is estimated at 6.3 per cent for the same period, based primarily on the growing residential sector (Source: PCA Summer 2017 forecast). Greece and Western Europe Titan Group’s turnover for the Greece and Western Europe region for the nine-month period ended 30 September 2017 was A189.9 million, a decrease of A5.7 million compared to A195.6 million for the nine-month period ending 30 September 2016 (a decrease of 2.9 per cent), largely attributable to lower domestic cement sales volumes in Greece and foreign exchange impact on dollar exports. Regarding domestic sales, residential activity remained at extremely low levels. Demand from public works has also declined after the completion of major highway projects in Greece in the beginning of 2017, and, since then, volumes have not been replaced by new projects. Southeastern Europe Titan Group’s turnover for the Southeastern Europe region for the nine-month period ended 30 September 2017 was A173.2 million, an increase of A16.4 million compared to A156.8 million for the nine-month period ended 30 September 2016 (an increase of 10.5 per cent), due to higher overall cement sales volumes of 16.9 per cent compared to the nine-month period ended 30 September 2016. Construction activity was positively affected from the election cycles in the region, as well as the underlying steady growth of GDP (Source: IMF, World Economic Outlook Database, October 2017). Private demand in 2017 has been further supported by a number of infrastructure projects that are in progress and which have a horizon of completion beyond 2017. Furthermore, exports from our operations in Albania and Bulgaria supported plant utilization rates. Eastern Mediterranean Titan Group’s turnover for the Eastern Mediterranean region for the nine-month period ended 30 September 2017 was A114.3 million, a decrease of A73.4 million compared to A187.7 million for the nine-month period ended 30 September 2016 (a decrease of 39.1 per cent, while an increase of 22.1 per cent in EGP terms). Growth in EGP terms was offset by foreign exchange movements.

EBITDA Group EBITDA for the nine-month period ended 30 September 2017 was A214.5 million, an increase of A9.5 million compared to A205.0 million for the nine-month period ended 30 September 2016 (an increase of 4.6 per cent). This increase was driven mainly by continued growing demand in the United States, partially offset by higher fuel costs in Greece, higher energy costs in Southeastern Europe and lower prices along with the one-off charges deriving from the Voluntary Exit Labour Plan (‘‘VELP’’) in Egypt. Titan Group’s EBITDA margin improved by 2.7 per cent at 18.7 per cent in the nine-month period ended 30 September 2017, compared to 18.2 per cent for the nine-month period ended 30 September 2016. United States Titan Group’s EBITDA for the U.S. region for the nine-month period ended 30 September 2017 was A138.8 million, an increase of A40.8 million compared to A98.0 million for the nine-month period

56 ended 30 September 2016 (an increase of 41.6 per cent), driven by higher volumes, improved prices, a better sales mix and improvements in manufacturing and distribution costs. Due to capital investments of over $150.0 million made in the last two years in the ready-mix, fly-ash and aggregates business, Titan America has strengthened its position in the market and has increased capacity to meet demand with a more competitive cost base and improved logistics. U.S. EBITDA margin reached a ten-year record level of 20.8 per cent for the nine-month period ended 30 September 2017, compared to 16.8 per cent for the nine-month period ended 30 September 2016 (an increase of 23.8 per cent). U.S. market trends remained robust, despite the one-off effect of Hurricane Irma, which had an estimated impact of a loss of approximately $8.0 million in EBITDA. Greece and Western Europe Titan Group’s EBITDA for the Greece and Western Europe region for the nine-month period ended 30 September 2017 was A20.4 million, a decrease of A7.6 million, compared to A28.0 million for the nine-month period ended 30 September 2016 (a decrease of 27.2 per cent), reflecting the increase in fuel costs. Exports became increasingly competitive. Southeastern Europe Titan Group’s EBITDA for the Southeastern Europe region for the nine-month period ended 30 September 2017 was A44.2 million, a decrease of A1.9 million, compared to A46.1 million for the nine-month period ended 30 September 2016 (a decrease of 4.2 per cent), due to higher energy costs, competition and imports in the region. The sharp increase in fuel prices and electricity costs particularly affected profitability. Eastern Mediterranean Titan Group’s EBITDA for the Eastern Mediterranean region for the nine-month period ended 30 September 2017 was A11.1 million, a decrease of A21.7 million, compared to A32.8 million for the nine-month period ended 30 September 2016 (a decrease of 66.2 per cent). The decrease was due to persistently low market prices in local currency after the devaluation and the implementation of a staff reduction restructuring program (A6.3 million one-off charge).

Net Result Despite the Group’s revenue and EBITDA upturn, Group net profit for the nine-month period ended 30 September 2017, after taxes and non-controlling interests, was A33.1 million, compared to A121.9 million profit in the nine-month period ended 30 September 2016, affected by the deferred tax recognition of A89.6 million in the U.S. in the nine-month period ended 30 September 2016 and higher U.S. tax charge in 2017 due to profitability growth.

Non-Consolidated Results Net profit for the nine-month period ended 30 September 2017 of the Turkish affiliate attributable to the Titan Group was A0.1 million compared to A3.5 million for the nine-month period ended 30 September 2016. Reduced profitability was driven by lower sales volume, after the addition of new plants of 2.0 million metric tons capacity in the region, as well as reduced cement prices in euro terms, after the devaluation of the Turkish Lira. Net loss for the nine-month period ended 30 September 2017 of the Brazilian affiliate attributable to the Titan Group was A9.1 million. According to the Sindicato Nacional da Indu´stria do Cimento, the National Union of the Cement Industry, (the ‘‘SNIC’’), although cement consumption in Brazil dropped by 7 per cent in the nine-month period ended 30 September 2017 compared to the nine- month period ended 30 September 2016, the rate of market decline slowed down in the third quarter of 2017. Cimento Apodi improved sales turnover at lower profitability due to weak prices. A recovery in Brazil is expected in 2018, from the positive signals of the economic environment (inflation reduced to 2.5 per cent and Central Bank interest rate reduced to 7.5 per cent) and the planned structural reforms.

57 Comparison of the six-month period ended 30 June 2017 and the six-month period ended 30 June 2016

Six months ended 30 June

Change 2017 2016 (%)

(Unaudited) (Amounts in B millions unless otherwise indicated) Turnover United States...... 456.0 372.6 22.4 Greece and Western Europe...... 129.1 133.4 (3.2) Southeastern Europe...... 108.0 97.0 11.3 Eastern Mediterranean ...... 80.7 120.9 (33.3)

Titan Group 773.8 723.8 6.9

EBITDA United States ...... 92.4 52.2 77.2 Greece and Western Europe...... 13.7 19.7 (30.4) Southeastern Europe...... 23.6 26.2 (10.0) Eastern Mediterranean ...... 12.4 21.4 (42.1)

Titan Group 142.1 119.5 18.9

EBITDA Margin(1) (%) United States ...... 20.3 14.0 45.0 Greece and Western Europe...... 10.6 14.8 (28.4) Southeastern Europe...... 21.9 27.0 (18.9) Eastern Mediterranean ...... 15.3 17.7 (13.6)

Titan Group 18.4 16.5 11.5

1) EBITDA Margin is defined as EBITDA divided by turnover.

Turnover Group Titan Group’s turnover for the six-month period ended 30 June 2017 was A773.8 million, an increase of A50.0 million, compared to A723.8 million for the six-month period ended 30 June 2016 (an increase of 6.9 per cent), mainly due to the continued growth in the United States across all geographies and products, and higher cement sales volumes in Southeastern Europe, partially offset by a reduction in Egypt, due to weak cement prices, which have not absorbed the EGP devaluation, and high inflation, as well as a reduction in Greece, due to its depressed economy and intensified competition in exports. United States Turnover in the U.S. region was A456.0 million for the six-month period ended 30 June 2017, an increase of A83.4 million, compared to A372.6 million for the six-month period ended 30 June 2016 (an increase of 22.4 per cent). The strong sales growth in the United States reflects the continued positive momentum and market recovery across all product lines. In the six-month period ended 30 June 2017, the U.S. region accounted for 58.9 per cent of the Group’s turnover, 65.0 per cent of the Group’s EBITDA and 39.5 per cent of the Group’s assets. The improved performance in the U.S. region in the six-month period ended 30 June 2017 was attributable to successful price increases and a rise in volumes, particularly in vertically integrated activities. In the first half of 2016, cement sales were hit by long stoppages in Florida which affected the Group’s performance, which were not repeated in the first half of 2017. In Virginia, cement consumption in the first half of 2017 was up by 8.0 per cent compared to the first half of 2016. In

58 the six-month period ended 30 June 2017, the Group recorded double-digit growth in all its vertically integrated activities, as a result of investments in 2015 and 2016 of over $150.0 million in the ready- mix, fly-ash and aggregates business. Due to this enhanced investment programme, today the Group has an expanded market presence, increased capacity to deliver and it can serve the market with a more competitive cost base and improved logistics. Leading indicators for U.S. construction remain robust. According to recently published figures for June 2017, housing construction jumped by 8.3 per cent month-on-month, while housing permits increased by 7.4 per cent month on month (Source: PCA Summer 2017 forecast). These increases, which were spread across both single-family and multifamily units, are significant to the Titan Group, since residential construction remains the key driver of growth in Florida, representing over 50.0 per cent of total demand (Source: PCA 2017 State forecasts – All States). At the same time, infrastructure spending and increased availability of funding for public projects is contributing to demand growth across the Titan Group’s markets, more so in the Mid-Atlantic.

Greece and Western Europe Titan Group’s turnover for the Greece and Western Europe region for the six-month period ended 30 June 2017 was A129.1 million, a decrease of A4.3 million, compared to A133.4 million for the six- month period ending 30 June 2016 (a decrease of 3.2 per cent), largely attributable to lower domestic cement sales volumes. Cement consumption in Greece for full-year 2017 is expected to be markedly below that of 2016, since following the completion of certain major highway projects, new infrastructure projects are still in the planning phase and are not expected to sustain demand in 2017. In order to partly compensate for the weak domestic demand, Titan Group continued to export a large part of the Greek plants’ production, amidst increasing competition.

Southeastern Europe Titan Group’s turnover for the Southeastern Europe region for the six-month period ended 30 June 2017 was A108.0 million, an increase of A11.0 million, compared to A97.0 million for the six-month period ended 30 June 2016 (an increase of 11.3 per cent), due to higher cement sales volumes. Construction activity was positively affected from the election cycles in the region, as well as the underlying modest but steady growth of GDP. At the same time, exports from Titan Group’s operations in Albania and Bulgaria support plant utilisation rates.

Eastern Mediterranean Titan Group’s turnover for the Eastern Mediterranean region for the six-month period ended 30 June 2017 was A80.7 million, a decrease of A40.2 million, compared to A120.9 million for the six-month period ended 30 June 2016 (a decrease of 33.3 per cent or increase of 24.0 per cent in EGP terms) due to market volatility and the prevailing low prices. In the six-month period ended 30 June 2017, Turkey’s cement demand recovered after a slow start to the year, but the addition of 2.0 million tons of capacity in Adocim’s region of operation affected performance. Because of intensifying competition, Adocim’s sales volumes declined in the first half of 2017 and despite stable cement prices in local currency, the sliding of the Turkish lira by 15.0 per cent in euro terms, resulted in lower prices in euro and led to reduced profitability.

EBITDA

Group EBITDA for the six-month period ended 30 June 2017 was A142.1 million, an increase of A22.6 million, compared to A119.5 million for the six-month period ended 30 June 2016 (an increase of 18.9 per cent). This increase was driven mainly by continued growing demand in the United States, a slight market upturn in Southeastern Europe and savings in fuel costs, which contributed to higher margins (margin at 18.4 per cent in the six-month period ended 30 June 2017, compared to 16.5 per cent for the six-month period ended 30 June 2016).

United States Titan Group’s EBITDA for the U.S. region for the six-month period ended 30 June 2017 was A92.4 million, an increase of A40.2 million, compared to A52.2 million for the six-month period ended 30 June 2016 (an increase of 77.2 per cent), due to improved prices, overall higher volumes, better sales mix and significant cost efficiencies.

59 Greece and Western Europe Titan Group’s EBITDA for the Greece and Western Europe region for the six-month period ended 30 June 2017 was A13.7 million, a decrease of A6.0 million, compared to A19.7 million for the six- month period ended 30 June 2016 (a decrease of 30.4 per cent), reflecting lower domestic cement sales and higher fuel costs. Southeastern Europe Titan Group’s EBITDA for the Southeastern Europe region for the six-month period ended 30 June 2017 was A23.6 million, a decrease of A2.6 million, compared to A26.2 million for the six-month period ended 30 June 2016 (a decrease of 10.0 per cent), due to higher energy costs and weak performance in Bulgaria. Eastern Mediterranean Titan Group’s EBITDA for the Eastern Mediterranean region for the six-month period ended 30 June 2017 was A12.4 million, a decrease of A9.0 million, compared to A21.4 million for the six-month period ended 30 June 2016 (a decrease of 42.1 per cent), affected by the low market prices and the foreign exchange impact of the devaluation of the Egyptian pound, despite the fuel cost savings. In local currency, EBITDA improved by 21.0 per cent.

Net Result Following the Titan Group’s revenue and EBITDA upturn, Titan Group net profit for the six-month period ended 30 June 2017, after taxes and non-controlling interests, was A13.9 million compared to A9.2 million profit in the six-month period ended 30 June 2016, due to higher EBITDA and lower finance costs, partly offset by higher taxes and joint venture losses.

Non-Consolidated Results Net loss for the six-month period ended 30 June 2017 of the Turkish affiliate attributable to the Titan Group was A0.4 million compared to A2.2 million profit for the six-month period ended 30 June 2016, due to lower sales volumes from the additional 2 million metric tons capacity added in the region and the weakening of the Turkish lira. Net loss for the six-month period ended 30 June 2017 of the Brazilian affiliate attributable to the Titan Group was A7.7 million. As the Titan Group acquired its equity stake in Cimento Apodi starting in September 2016, there were no comparable results for the six-month period ended 30 June 2016.

60 Comparison of the financial year ended 31 December 2016 and the financial year ended 31 December 2015

Year ended 31 December

Change 2016 2015 (%)

(Audited) (Amounts in A millions unless otherwise indicated) Turnover United States...... 794.4 679.8 16.9 Greece and Western Europe...... 261.3 268.8 (2.8) Southeastern Europe...... 204.3 208.5 (2.0) Eastern Mediterranean ...... 249.2 240.7 3.5

Titan Group 1,509.2 1,397.8 8.0

EBITDA United States ...... 145.2 100.8 44.0 Greece and Western Europe...... 36.4 44.8 (18.9) Southeastern Europe...... 56.2 55.8 0.7 Eastern Mediterranean ...... 40.8 15.0 172.0

Titan Group 278.6 216.4 28.7

EBITDA Margin(1) (%) United States ...... 18.3 14.8 23.6 Greece and Western Europe...... 13.9 16.7 (16.8) Southeastern Europe...... 27.5 26.8 2.6 Eastern Mediterranean ...... 16.4 6.2 164.5

Titan Group 18.5 15.5 19.4

1) EBITDA Margin is defined as EBITDA divided by turnover.

Turnover Group Titan Group’s consolidated turnover for the year ended 31 December 2016 was A1,509.2 million, an increase of A111.4 million, compared to A1,397.8 million for the year ended 31 December 2015 (an increase of 8.0 per cent), driven by the strong momentum in the United States and Egypt’s recovery, which benefited from solid fuels conversion. United States Titan Group’s turnover for the U.S. region for the year ended 31 December 2016 was A794.4 million, an increase of A114.6 million, compared to A679.8 million for the year ended 31 December 2015 (an increase of 16.9 per cent). The increase was a result of higher sales volumes across all vertically integrated activities, supported by a positive pricing environment in all markets and products. According to published data by the PCA, Titan Group’s key operating regions ranked amongst the fastest growing in the United States, with cement consumption increasing in 2016 by double digit growth in all key markets (Florida: +10.0 per cent, Virginia: +10.0 per cent, Carolinas: + 22.0 per cent) compared to a much lower 2.4 per cent increase for the United States as a whole. Greece and Western Europe Titan Group’s turnover for the Greece and Western Europe region for the year ended 31 December 2016 was A261.3 million, a decrease of A7.5 million, compared to A268.8 million for the year ended 31 December 2015 (a decrease of 2.8 per cent), due to the continuing distressed economic environment and the intensified competition in exports. In 2016 the construction sector in Greece

61 remained stagnant at close to 50-year lows. Demand relied on declining public projects and private construction remained at extremely low levels.

Southeastern Europe Titan Group’s turnover for the Southeastern Europe region for the year ended 31 December 2016 was A204.3 million, a decrease of A4.2 million, compared to A208.5 million for the year ended 31 December 2015 (a decrease of 2.0 per cent). Construction activity exhibited regional variations, with demand growing in the central Balkans countries, while declining in the eastern and western Balkans.

Eastern Mediterranean Titan Group’s turnover for the Eastern Mediterranean region for the year ended 31 December 2016 was A249.2 million, an increase of A8.5 million, compared to A240.7 million for the year ended 31 December 2015 (an increase of 3.5 per cent in euro terms and 28.0 per cent in local currency terms). The completion of investments for the local coal grinding, restored the production in Egypt to high levels. Fuel costs were significantly lower, by more than 40.0 per cent year-on-year. Cement consumption in 2016 grew by approximately 4.7 per cent, and the Group’s operating results recorded a significant improvement for four consecutive quarters (Source: Egypt’s Ministry Annual Reports). The major devaluation of the Egyptian pound by more than 50.0 per cent in 2016 resulted in cumulative foreign exchange losses of A31.8 million and Egypt’s balance sheet shrunk by about 50.0 per cent due to the devaluation. While fixed asset values in real terms remain virtually unchanged and there is no economic loss, on the liabilities side, there was a significant benefit of A59.0 million from the reduction in the euro value of EGP loans. Following the massive devaluation of the currency and the adoption of an extensive adjustment and structural reforms programme combined with a $12 billion loan package from the IMF, Egypt is in a transitional stage. In the short term, the market is faced with uncertainty, but in the medium term there is the potential to restore the country’s macroeconomic balance and sustain long-term growth.

EBITDA Group EBITDA for the year ended 31 December 2016 was A278.6 million, an increase of A62.2 million, compared to A216.4 million for the year ended 31 December 2015 (an increase of 28.7 per cent), mainly due to business momentum in the United States and recovering profitability in Egypt, combined with fairly flat trends in Southeastern Europe and weakness in Greece. EBITDA margin increased by 19.4 per cent to 18.5 per cent, compared to 15.5 per cent for the year ended 31 December 2015.

United States Titan Group’s EBITDA for the U.S. region for the year ended 31 December 2016 was A145.2 million, an increase of A44.4 million, compared to A100.8 million for the year ended 31 December 2015 (an increase of 44.0 per cent), due to a favourable pricing environment in all markets and products.

Greece and Western Europe Titan Group’s EBITDA for the Greece and Western Europe region for the year ended 31 December 2016 was A36.4 million, a decrease of A8.4 million, compared to A44.8 million for the year ended 31 December 2015 (a decrease of 18.9 per cent), due to weak domestic demand and export prices.

Southeastern Europe Titan Group’s EBITDA for the Southeastern Europe region for the year ended 31 December 2016 was A56.2 million, an increase of A0.4 million, compared to A55.8 million for the year ended 31 December 2015 (an increase of 0.7 per cent). The increase was supported by the positive effect of lower fuel costs and higher use of alternative fuels, mainly in Bulgaria.

Eastern Mediterranean Titan Group’s EBITDA for the Eastern Mediterranean region for the year ended 31 December 2016 was A40.8 million, an increase of A25.8 million, compared to A15.0 million for the year ended 31 December 2015 (an increase of 172.0 per cent), due to Egypt’s strong growth in production and sales volumes and sharp reduction in production costs.

62 Net Result Net profit for the year ended 31 December 2016, after taxes and non-controlling interests, was A127.4 million, compared to A33.8 million for the year ended 31 December 2015. This increase was mainly driven by a A89.6 million benefit of deferred tax recognition in the United States and despite foreign exchange losses of A26.0 million, arising mainly from intragroup loans to Egypt.

Non-Consolidated Results In Turkey, Titan Group’s joint venture Adocim benefited from continuing strong domestic demand for both public and private works. Net profit of the Turkish affiliate for the year ended 31 December 2016 attributable to Titan Group was A3.6 million compared to A4.0 million in 2015, negatively impacted by a 14.0 per cent decline in the value of the Turkish lira. Titan Group’s expansion in the Brazilian market in September 2016, through a joint venture investment in Cimento Apodi, is accounted for as an equity investment. In 2016, Cimento Apodi maintained its cement sales volumes, despite the decline in overall cement consumption in the Brazilian market and had a positive EBITDA. The results of Cimento Apodi in 2016 had an immaterial effect on Titan Group results.

63 Comparison of the financial year ended 31 December 2015 and the financial year ended 31 December 2014

Year ended 31 December

Change 2015 2014 (%)

(Audited) (Amounts in B millions unless otherwise indicated) Turnover United States ...... 679.8 468.9 45.0 Greece and Western Europe...... 268.8 284.9 (5.7) Southeastern Europe...... 208.5 207.8 0.3 Eastern Mediterranean ...... 240.7 196.8 22.3

Titan Group 1,397.8 1,158.4 20.7

EBITDA United States ...... 100.8 46.5 116.8 Greece and Western Europe...... 44.8 36.6 22.4 Southeastern Europe...... 55.8 67.4 (17.2) Eastern Mediterranean ...... 15.0 31.0 (51.6)

Titan Group 216.4 181.6 19.2

EBITDA Margin(1) (%) United States ...... 14.8 9.9 49.5 Greece and Western Europe...... 16.7 12.9 29.5 Southeastern Europe...... 26.8 32.4 (17.3) Eastern Mediterranean ...... 6.2 15.8 (60.8)

Titan Group 15.5 15.7 (1.3)

1) EBITDA Margin is defined as EBITDA divided by turnover.

Turnover Group Titan Group’s consolidated turnover for the year ended 31 December 2015 was A1,397.8 million, an increase of A239.4 million, compared to A1,158.4 million for the year ended 31 December 2014 (an increase of 20.7 per cent), driven primarily by strong performance in the United States and the Eastern Mediterranean, partially offset by a reduction in Greece and Western Europe.

United States Titan Group’s turnover in the U.S. region for the year ended 31 December 2015 was A679.8 million, an increase of A210.9 million, compared to A468.9 million for the year ended 31 December 2014 (an increase of 45.0 per cent), due to accelerated sales volume growth across all products and geographies and improved pricing in U.S. dollar terms on a year-on-year basis in all products.

Greece and Western Europe In Greece, the construction sector remained in a protracted, deep recession; a challenge addressed by Titan Group in recent years by a renewed emphasis on exports. Titan Group’s turnover in Greece and Western Europe region for the year ended 31 December 2015 was A268.8 million, a decrease of A16.1 million, compared to A284.9 million for the year ended 31 December 2014 (a decrease of 5.7 per cent). Capital controls imposed at the end of June 2015 led to a sharp decline in domestic volumes during the third quarter of 2015, which was partially offset by high export volumes and good performance in the domestic market in the first half of 2015.

64 Southeastern Europe In the countries of Southeastern Europe, construction activity did not register a marked change. However, Titan Group succeeded in increasing sales volumes and keeping turnover just above 2014 levels, although profitability declined as prices came under pressure. Turnover in the Southeastern Europe region for the year ended 31 December 2015 was A208.5 million, an increase of A0.7 million, compared to A207.8 million for the year ended 31 December 2014 (an increase of 0.3 per cent). Cement sales volumes increased in all three-month periods, with the exception of the first quarter, in which sales volumes decreased due to the bad weather conditions.

Eastern Mediterranean In Egypt, clinker production increased as capacity was largely restored (first kiln in Beni Suef at full capacity on solid fuels since January 2015; use of pulverised pet coke since the third quarter of 2015) and sales volumes were significantly higher with turnover growth at 22.3 per cent. However, profitability remained subdued since savings on fuel costs were only partially realised, while prices were quite volatile and, on average, weak. Titan Group’s turnover in the Eastern Mediterranean region for the year ended 31 December 2015 was A240.7 million, an increase of A43.9 million, compared to A196.8 million for the year ended 31 December 2014 (an increase of 22.3 per cent), supported by significant volume growth as clinker production was largely restored. In 2015, Turkey achieved a 3.8 per cent increase of GDP in 2015 and, fuelled by the still growing economy, domestic cement consumption increased by one per cent on a year-on-year basis to 64 million metric tonnes, supported by large infrastructure projects. As such, Titan Group’s joint venture Adocim contributed A4.0 million to the net earnings of the Titan Group.

EBITDA Group Titan Group’s EBITDA for the year ended 31 December 2015 was A216.4 million, an increase of A34.8 million, compared to A181.6 million for the year ended 31 December 2014 (an increase of 19.2 per cent). EBITDA margin decreased by 1.3 per cent to 15.5 per cent, compared to 15.7 per cent for the year ended 31 December 2014, driven primarily by increased volumes and prices in the United States.

United States Titan Group’s EBITDA for the U.S. region for the year ended 31 December 2015 more than doubled to A100.8 million, an increase of A54.3 million, compared to A46.5 million for the year ended 31 December 2014 (an increase of 116.8 per cent), driven by robust sales revenue performance, higher prices and further boosted by the strong U.S. dollar.

Greece and Western Europe Titan Group’s EBITDA for the Greece and Western Europe region for the year ended 31 December 2015 was A44.8 million, an increase of A8.2 million, compared to A36.6 million for the year ended 31 December 2014 (an increase of 22.4 per cent). Higher export volumes and better market mix improved EBITDA with export prices benefiting from the strong U.S. dollar. In addition, a new methodology for the allocation of head office corporate costs to countries, in accordance with OECD guidelines, benefited the Greece and Western Europe region by A7.0 million (at the expense of other regions).

Southeastern Europe Titan Group’s EBITDA for the Southeastern Europe region for the year ended 31 December 2015 was A55.8 million, a decrease of A11.6 million, compared to A67.4 million for the year ended 31 December 2014 (a decrease of 17.2 per cent). This decrease was largely owing to intense competition, increased fuel taxes and the allocation of head office corporate charges.

Eastern Mediterranean Cement consumption in Egypt reached 53.9 million metric tonnes in 2015, posting an increase of 5.1 per cent, compared to the previous year. Demand was mainly driven by national projects, including new roads, infrastructure and housing. However, lower prices, particularly in the second half of the year, combined with increased fuel costs, put pressure on profitability.

65 Titan Group’s EBITDA for the Eastern Mediterranean region for the year ended 31 December 2015 was A15.0 million, a decrease of A16.0 million, compared to A31.0 million for the year ended 31 December 2014 (a decrease of 51.6 per cent). Profitability suffered as the reduction in energy costs was not yet fully realised and sales prices experienced volatility and weakness.

Net Result Titan Group’s net profit for the year ended 31 December 2015, after taxes and non-controlling interests, increased by 9.4 per cent to A33.8 million, compared to A30.9 million for the year ended 31 December 2014. This increase reflected growth in operating profitability and A17.4 million positive foreign exchange variances, compared to A31.1 million foreign exchange gains for the year ended 31 December 2014, but was partially offset by increased impairment charges of A12.4 million (A8.3 million post tax) in the United States (suspension of the North Carolina cement plant development activities). Operating free cash flow for Titan Group is illustrated in the table below:

Note: Turkey is fully consolidated up to 2012. Turkey’s net debt has been excluded from A410 million net debt reduction as at 31 December 2016. A strict prioritisation of investments and tight control of working capital needs led to an overall generation of approximately A1.2 billion in operating free cash flow for the period from 2009 to 2016. This operating free cash flow was used by Titan Group to cover finance costs, tax and third party dividend-related payments and facilitated deleveraging (A410.0 million decrease in Titan Group’s net debt).

66 Capital Expenditure Titan Group invested over A3.8 billion since 2000, including acquisitions and joint venture projects of approximately A1.6 billion and capital expenditure of approximately A2.2 billion. Acquisitions included cement plants in the United States (Virginia, Florida), Bulgaria, Kosovo, Egypt (100 per cent from 50 per cent) and a joint venture in Turkey (Adocim), the acquisition of the remaining 50.0 per cent equity stake in Adocim Marmara, in Turkey in August 2016, as well as the acquisition of an equity stake in Cimento Apodi in Brazil in September 2016 for a total investment of A106.4 million as at September 2017. New plants or plants upgraded within the last decade provided flexibility on capital expenditure management during the down cycle.

Capital expenditure for the nine-month period ended 30 September 2017 was A90.3 million, a decrease of A6.3 million, compared to A96.6 million for the nine-month period ended 30 September 2016 (a decrease of 6.5 per cent), due to lower spending in Egypt for solid fuels conversion. Capital expenditure for the six-month period ended 30 June 2017 was A72.0 million, an increase of A10.4 million, compared to A61.6 million for the six-month period ended 30 June 2016 (an increase of 16.9 per cent), driven by increased investments in the United States. Capital expenditure for the year ended 31 December 2016 was A150.6 million, a decrease of A22.9 million, compared to A173.5 million for the year ended 31 December 2015 (a decrease of 13.2 per cent), focused mostly on the expansion of activities in the United States and investments to attain energy self-sufficiency in Egypt. Titan Group has completed a A324.1 million investment programme over the two-year period of 2015-2016, aimed at improving cost-competitiveness and capturing growth opportunities. This programme comprises approximately 35.0 per cent business growth investments, 35.0 per cent to 40.0 per cent short payback cost improvement projects and approximately 30.0 per cent business sustaining and environmental capital expenditure. The three projects in progress to further improve the Group’s operational performance are: * UnITe, a global information technology programme, the main objective of which is to unify the Group’s systems, data and processes; * Group Procurement, which is targeted at centralising all procurement activities and minimising costs; and * Group Maintenance, which focuses on sustaining the business, reducing maintenance costs and improving performance. Capital expenditure for the year ended 31 December 2015 was A173.5 million, an increase of A91.4 million, compared to A82.1 million for the year ended 31 December 2014 (an increase of 111.3 per cent). The increase in capital expenditure was used to capture growth opportunities, mainly in the United States (A91.0 million), and to invest in cost improvement projects, mainly in Egypt. Capital expenditure in the eight-year period from 2009 to 2016 amounted to A832.0 million. In total, Titan Group has invested A1.3 billion in capital expenditure in the 10 financial years from 2007 to 2016.

Disposals Disposals, net of acquisitions in the period 2009 to 2016, generated A232.0 million. Major disposals undertaken by Titan Group in this period include the sale of minority stakes in Egyptian operations and the Western Balkans to the IFC in 2010 and 2012, respectively, together with sales of fixed assets and available for sale financial assets.

67 Acquisitions The revenue from the disposals was partly offset by acquisitions of A179.0 million during the same period including the acquisition of the Kosovo operations in December 2010, the acquisition of 20 per cent of the share capital of Antea Cement SHA (‘‘Antea’’) from the European Bank for Reconstruction and Development (‘‘EBRD’’) in February 2015, the acquisition of an equity stake (47 per cent in September 2016 and a further 3 per cent in September 2017) in Cimento Apodi, Brazil and the acquisition of the remaining 50.0 per cent of Adocim Marmara in Turkey in August 2016. As a consequence of the acquisition of the 20.0 per cent stake from EBRD, the Group holds 80.0 per cent of Antea’s share capital with the remaining 20.0 per cent being held by the IFC and as a consequence of the acquisition of the remaining 50.0 per cent stake in Adocim Marmara, the Group holds 100.0 per cent of Adocim Marmara’s share capital.

Net Debt

Titan Group’s net debt as at 30 September 2017 was A757.8 million, an increase of A45.1 million, compared to A712.7 million as at 30 September 2016 (an increase of 6.3 per cent). Gross debt as at 30 September 2017 was A825.1 million, a decrease of A51.9 million, compared to A877.0 million as at 30 September 2016 (a decrease of 5.9 per cent). However, as at 30 September 2017, net debt decreased by A28.7 million compared to 30 June 2017. Titan Group’s net debt as at 30 June 2017 was A786.5 million, an increase of A209.0 million, compared to A577.5 million as at 30 June 2016 (an increase of 36.2 per cent). Gross debt as at 30 June 2017 was A876.0 million, an increase of A24.4 million, compared to A851.6 million as at 30 June 2016 (an increase of 2.9 per cent), due to the acquisitions in Brazil and of the remaining stake in Adocim Marmara, along with the capital return to shareholders. Titan Group’s net debt was A660.8 million as at 31 December 2016, an increase of A39.5 million, compared to A621.3 million as at 31 December 2015 (an increase of 6.4 per cent), due to increased capital expenditure and acquisitions. Titan Group’s net debt was A621.3 million as at 31 December 2015, an increase of A80.5 million, compared to A540.8 million as at 31 December 2014 (an increase of 14.9 per cent). This increase was due to the Group’s growth-oriented capital expenditure investment programme, as well as the foreign exchange translation impact (A30.0 million) on the Group’s U.S. dollar debt due to the U.S. dollar’s appreciation against the euro.

Liquidity and Capital Resources Titan Group has undertaken a deleveraging process since 2008 that has seen net debt reduced from a peak of A1,112 million as at 31 March 2009 to A757.8 million as at 30 September 2017 and to A786.5 million as at 30 June 2017. As at 30 September 2017, total long-term committed lines (including bonds and fully drawn loans) were approximately A1.0 billion, out of which approximately A252.9 million (excluding unamortised loan fees) were unutilised. Total available cash and cash equivalents as at 30 September 2017 were A67.3 million.

68 As at 30 June 2017, total long-term committed lines (including bonds and fully drawn loans) were approximately A983.2 million, out of which approximately A187.3 million (excluding unamortised loan fees) were unutilised. Total available cash and cash equivalents as at 30 June 2017 were A89.4 million. As at 31 December 2016, total long-term committed lines (including bonds and fully drawn loans) were approximately A1.0 billion, out of which approximately A319.9 million (excluding unamortised loan fees) were unutilised. Total available cash and cash equivalents as at 31 December 2016 were A179.7 million.

30 September 2017

30 June 2017

69 31 December 2016

In line with Titan Group policy, interest rate trends and the duration of Titan Group’s financing needs are monitored on a forward looking basis, and, as such, decisions about the duration and mix between fixed and floating rates for Titan Group debt are taken subject to prevailing market conditions. As a result, short-term loans tend to be concluded with floating interest rate terms and medium to long-term loans with a mix of fixed and floating interest rate terms. Titan Group currently conducts its external funding through the Issuer and selected local borrowings, when such borrowings are advantageous for the Titan Group. As of 30 June 2017 and 30 September 2017, the breakdown of borrowings by Titan Group company was as follows:

Group consolidated total borrowings split in E millions

30 June 30 September 2017 2017

(in B millions) Borrower Guarantor ...... -0.2 -0.1 Issuer...... 698.8 643.0 Greece & Western Europe operating subsidiaries ...... 0.3 0.3 Albanian operating subsidiaries...... 44.3 43.9 Bulgarian operating subsidiaries...... 15.8 14.5 Turkish (Marmara) operating subsidiaries ...... 7.9 8.0 Egyptian operating subsidiaries ...... 74.8 82.9 U.S. operating subsidiaries ...... 34.3 32.6

Total...... 876.0 825.1

Note: Guarantor’s debt includes unamortised borrowing fees. The Issuer acts as the international financing company for the Titan Group, and raises funds with international banks and in the capital markets. The Issuer then on-lends funds through intercompany loans to the operating companies globally. Other than funds on-lent to Titan Group’s Greek operations, these funds flows typically do not pass through Greece, thereby limiting the impact of the sovereign risk of the Titan Group’s financing structure.

70 CORPORATE STRUCTURE The following chart shows a simplified summary of Titan Group’s corporate and financing structure as at 30 September 2017, pro forma for the issue of the Notes and the use of proceeds therefrom. The chart does not include all of the Group’s subsidiaries, nor all of the debt obligations thereof.

Illustrative Intercompany Funding Structure

PRINCIPAL SHAREHOLDERS So far as the Guarantor is aware, the Guarantor is not directly or indirectly owned or controlled by any natural or legal person. As at 2 November 2017 the following shareholders held more than 5% of the total voting rights in the Guarantor including voting rights relating to shares which are co-owned by some of them and are held in a joint securities account:

Significant Direct or Indirect Holdings

Percentage

Shareholder E.D.Y.V.E.M. Hellenic Construction Materials, Industrial, Commercial Transportation Public Company Limited...... 11.03 Andreas L. Canellopoulos ...... 10.72 Paul and Alexandra Canellopoulos Foundation ...... 9.98 Leonidas A. Canellopoulos...... 6.25 TITAN Cement Company S.A...... 5.02

Note: Holdings as notified by the above shareholders to the Guarantor. As at 31 December 2016, the Guarantor owned 5.0 per cent of its common shares with the remainder being held by a combination of Greek legal entities (15.2 per cent), foreign legal entities (45.6 per cent), and private investors (34.2 per cent). As at 31 December 2016, the Guarantor owned 1.1 per cent of its preference shares with the remainder being held by a combination of Greek legal entities (13.7 per cent), foreign legal entities (59.0 per cent) and private investors (26.2 per cent). The aforementioned shareholdings are estimates and subject to change. So far as management is aware, there are no existing or anticipated arrangements which may at a subsequent date result in a change of control of the Guarantor.

71 RECENT DEVELOPMENTS Tender offer On 6 November 2017, the Issuer commenced the Tender Offer in respect of its outstanding 2019 Notes. Under the terms of the Tender Offer, the Issuer is offering to purchase its outstanding 2019 Notes for cash at a purchase price of 106.05 per cent of the principal amount of the 2019 Notes, plus accrued and unpaid interest. The Issuer intends to use the net proceeds from the offering of the Notes (i) to repurchase the 2019 Notes tendered and accepted for purchase pursuant to the Tender Offer (ii) for general corporate purposes, including repayment of bank debt. The consummation of the Tender Offer is subject to the satisfaction or waiver of certain conditions precedent, including the completion of the offering of the Notes. Eurobank Ergasias S.A. and HSBC Bank plc are the dealer managers for the Tender Offer. The Tender Offer is not being made, and will not be made, directly or indirectly in or into, or by the use of the mails of, or by any means or instrumentality of interstate or foreign commerce of or by use of any facilities of a national securities exchange of, the United States. The 2019 Notes may not be tendered in the Tender Offer by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States. Any purported tender of the 2019 Notes in the Tender Offer resulting directly or indirectly from a violation of these restrictions will be invalid. The Tender Offer is being made pursuant to a separate tender offer memorandum and not pursuant to this Offering Circular.

72 BUSINESS OVERVIEW The Guarantor, together with its subsidiaries and its affiliates (the ‘‘Titan Group’’) operates a multi- regional business with three cement plants in Greece, two in each of the United States and Egypt and one in each of Albania, Bulgaria, the Former Yugoslav Republic of Macedonia (‘‘F.Y.R.O.M.’’), Serbia, Kosovo and Turkey. Titan Group’s international operations commenced in 1933 when it first began exporting cement from Greece to Brazil. Titan Group’s overseas expansion began in 1992 when it acquired a controlling stake in Roanoke Cement, Virginia, United States. Titan Group continues to diversify its operations outside Greece. In 2016, Titan Group expanded its geographical footprint in Brazil, by acquiring an equity stake in Cimento Apodi (47.0 per cent in September 2016 and a further 3.0 per cent in September 2017), a cement manufacturer in the state of Ceara´ in Northeast Brazil with a production capacity of more than 2.0 million tons of cement per year. For the year ended 31 December 2016, 82.7 per cent of Titan Group’s turnover and 86.9 per cent of Titan Group’s EBITDA was generated outside Greece and Western Europe, while for the six-month period ended 30 June 2017, 83.3 per cent of Titan Group’s turnover and 90.3 per cent of Titan Group’s EBITDA was generated outside Greece and Western Europe. For the nine-month period ended 30 September 2017, 83.4 per cent of Titan Group’s turnover and 90.5 per cent of Titan Group’s EBITDA was generated outside Greece and Western Europe. Titan Group has grown its production base throughout the economic downturn with cement production capacity increasing by 29.0 per cent between 2008 and 2016. This growth has been driven in part by Titan Group’s geographic diversification which has allowed areas of growth to mitigate the effects of regions in which the construction sector has remained stagnant. The Titan Group (including Brazil) currently operates 14 cement plants, four grinding plants, six import terminals, 65 quarries, 125 ready-mix plants, nine concrete block plants, eight fly ash processing plants, two processed engineered fuel facilities and one dry mortar plant. Its total cement capacity (including cement, grinding plants and cementitious materials) is approximately 27.0 million tonnes per annum (including joint ventures). Titan Group operates in four regions and participates in two joint ventures: * the United States (including the United States and Canada); * Greece and Western Europe (including exports to France, Italy and the United Kingdom from Greece); * Southeastern Europe (Albania, Bulgaria, F.Y.R.O.M., Kosovo and Serbia); and * Eastern Mediterranean (Egypt and Turkey-Adocim Marmara). In Turkey (Adocim) and Brazil (Cimento Apodi), the Titan Group operates through joint ventures, the results of which are not consolidated by the Group.

United States Titan America LLC (‘‘Titan America’’), a wholly-owned subsidiary of the Guarantor, produces cement, aggregates, ready-mix concrete, concrete blocks, processed fly ash and related materials in the Eastern United States, primarily in the Mid-Atlantic region and Florida, and a cement import terminal in New Jersey that has operated without interruption since 1992. Titan America’s assets in the United States include two cement plants, 84 active ready-mix concrete plants, nine concrete block plants, six quarries/mines, 15 distribution terminals (of which three cement import terminals), eight fly ash plants (together with an additional plant in Canada) and fifteen rail-connected cement and construction aggregates distribution terminals. Titan America is the market leader in the mid-Atlantic region and the second-largest cement company in Florida. It has market shares of around 34.0 per cent in Virginia and 16.0 per cent in Florida. Total U.S. assets as at 30 June 2017 were A1,043 million (39.5 per cent of Group) and U.S. operations contributed 58.9 per cent of Group turnover (A456.0 million) and 65.0 per cent of Group EBITDA (A92.4 million). Titan America pursues a strategy of being a vertically integrated business in the east coast of the United States, which enables it to address customer needs better and to access new profit opportunities. Operating profitability of Titan America has posted continuous and marked improvement in the last five years, in tandem with the strong recovery of the construction sector in the United States. In 2016, demand improved in each of the Group’s U.S. regional markets, with a notable acceleration in Virginia and the Carolinas, which had lagged the improvements experienced

73 earlier in the New York metropolitan area and Florida markets. Increasing demand, combined with better pricing and improvements in manufacturing and distribution costs, has enabled the U.S. region to deliver a significant improvement in financial performance. Demand for building materials in the United States expanded in 2016 according to U.S. Census Bureau data, the sixth year of growth following five consecutive years of decline. Overall construction spending increased by 4.5 per cent to $1.16 trillion, led by the private sector, including the residential construction segment. Cement consumption in the United States according to U.S. Geological Survey grew by 2.4 per cent in 2016 to 94.4 million metric tons. However, consumption in Titan America’s markets grew at a much stronger rate, improving 10.9 per cent year-on-year in the South Atlantic States (including Virginia, the Carolinas and Florida). In Florida, according to the U.S. Geological Survey, cement consumption increased by 9.9 per cent to 7.0 million metric tons in 2016, adding to the strong recovery that began in 2012. In addition to the strong growth in sales volumes, the Florida cement sector benefitted from increased market prices. Demand and sales prices for construction aggregates and fly ash were also higher in 2016, although supply constraints limited the level of profitability improvements realised. The concrete products segment (ready-mix and concrete block) benefitted from strong trends in residential and commercial construction and delivered additional improvements in volumes and profitability compared to 2015. In the Mid-Atlantic region, growth in cement consumption accelerated in 2016. In Virginia, cement consumption increased 9.7 per cent to 1.9 million metric tons according to the U.S. Geological Survey, while consumption in North Carolina recorded year-on-year improvement of 21.9 per cent (the highest growth rate in the United States), reaching 2.7 million metric tons. Ready-mix demand in the areas served by Titan America’s Mid-Atlantic business grew at a robust rate, consistent with that registered in the cement sector according to Titan Group estimates. However, as in Florida, fly ash contributions to profitability gains in the Mid-Atlantic region were constrained – not by demand, but rather by available supply. In the New York Metropolitan area according to the U.S. Geological Survey, cement consumption was 1.8 million metric tons in 2016, increasing 4.1 per cent over 2015. A strong market performance by the U.S. region’s import terminal at Port Newark resulted in another year of significant growth in sales volumes, turnover, and profitability, exceeding the strong results achieved in 2015. Most lead indicators for U.S. construction activity remain strong. According to the U.S. Geological Survey, U.S. cement consumption remains 26.3 per cent below its peak at 94.4 million tons in 2016, compared to 128.0 million tons in 2005. In the housing market, single family housing starts are still 51.3 per cent below their peak according to U.S. Census Bureau data, standing at 0.8 million units in 2017 compared to 1.7 million units in 2005. According to the U.S. Census Bureau, total housing starts show gains since 2010, but remain below the national 50-year average and well below the peak of 2005. The positive momentum in cement demand is expected to lead to undersupply of the market in the medium term. According to the U.S. Census Bureau Foreign Trade, the share of imports to consumption, which was 27.5 per cent in 2005, was 14.1 per cent in 2016. Finally, according to estimates of the PCA, the utilisation rate of cement plants in the United States improved from 61.4 per cent in 2011 to 78.9 per cent in 2016 and is expected to reach 82.2 per cent in 2021 (Source: PCA Spring forecast 2017). Historically, higher utilisation rates support positive pricing trends. Management believes that Titan America is well prepared to meet the positive market trends, with enhanced market coverage capabilities and an improved cost structure. Utilisation rates of Titan America cement plants are currently in the mid-eighties, and Titan America’s vertically integrated cement activities have more spare capacity to address the market. With the re-activation of Titan America’s cement import terminals in Tampa, Florida and Norfolk, Virginia, imported volumes have been directed to customers close to the import terminals, who previously were supplied by the plants, improving logistics. Titan America has the capacity for significant growth in sales volumes thanks to investment undertaken over the last two years and due to import projects and reductions in bottlenecks. In 2016, Titan America’s sales increased across all geographies and the whole range of building materials products (excluding fly ash). Although supply was constrained in 2016 for Titan America’s fly ash product, ProAshÒ, new facilities were developed and import opportunities were leveraged to meet demand. These efforts came to fruition during the first six months of 2017, which saw continued growth for all products, including fly ash. Energy efficiency and environmental stewardship are among the highest of Titan Group’s priorities in the United States. Titan America is improving its environmental impact by changing the profile of the

74 fuel it uses from traditional fossil fuels to renewable energy sources and secondary fuels. U.S. operations continued to meet the criteria for EnergyStar certification for the Roanoke cement plant (10th year of certification), and the Pennsuco cement plant. In addition, the Wildlife Habitat Council certified both of Titan America’s cement plants for their ‘‘Wildlife at Work’’ programmes. This prestigious distinction was awarded in recognition of each plant’s demonstrated commitment toward long-term wildlife habitat enhancement efforts. Furthermore, Roanoke Cement Company was accepted as an Exemplary Environmental Enterprise (E3) participant in the Virginia Environmental Excellence Program (VEEP), run by the Department of Environmental Quality and the Pennsuco Complex became the first facility of its kind in the United States to be officially certified as a Gold Level Zero Waste facility. Titan’s capital expenditure programme in the United States was $150.0 million in 2015-2016 and focused on productivity improvements and targeted organic growth opportunities, in order to position Titan America to capture growth opportunities, realise the benefits of operating leverage, and deliver higher levels of profitability and free cash flow. Specific investments included an increase of the mobile fleet and new equipment to support the growth experienced and expected in the ready-mix and aggregates segments and improvements at the Norfolk and Tampa sea terminals in anticipation of further regional growth and increased import activity. In the first half of 2017, Titan America posted strong revenue growth and profitability on the back of successful price increases and an increase in volumes, particularly in the vertically integrated activities. Economic growth and the increase of employment continued to support the recovery in the housing market. Population growth, improved economic conditions and relatively low mortgage rates led to continuing growth in housing starts in Florida, supporting Titan America’s outlook. Concurrently, the improvement in the fiscal position of the states in which Titan America is active has translated into an increase in infrastructure investments. Growth in demand, in conjunction with the benefits accrued from Titan America’s extensive capital spending programme in recent years, have strengthened the Group’s position in the market and allowed for a marked improvement of its profit margins. EBITDA grew by 72.4 per cent in U.S. dollar terms, with EBITDA margin reaching a 10-year record level of 20.8 per cent, primarily driven by increased prices, higher volumes, a better sales mix and significant cost efficiencies. In September 2017, Hurricane Irma impacted Titan America’s performance in Florida and temporarily offset the underlying growth trends of the market. According to Titan Group’s estimates, the impact of Hurricane Irma was approximately $15.0 million in turnover, for business disruption mainly due to flooding, mass evacuations and preparations. By the end of September 2017, weekly sales were restored to levels equivalent to the sales before Hurricane Irma, confirming the current trend of robust markets. Concurrently, in Virginia, where Titan America’s second plant is located, the market has seen a notable acceleration with a 5.5 per cent increase in volumes in the nine-month period ended 30 September 2017 compared to the nine-month period ended 30 September 2016. Overall, Titan Group’s regions of operation continue to demonstrate solid fundamentals, supported by favourable conditions in the economy with labour markets remaining strong and income growth and consumer confidence improving. Looking ahead, the PCA retains its positive outlook for the construction market and forecasts compound annual growth in U.S. cement consumption of 4.2 per cent per year between 2017 and 2021 (Source: PCA Fall 2017 forecast). The PCA’s annual forecasts are +1.7 per cent in 2017, +2.6 per cent in 2018, +4.4 per cent in 2019, +6.3 per cent in 2020 and +3.5 per cent in 2021. U.S. regions of operations have positive prospects based on the strength of residential construction and the expected pick-up in infrastructure-related projects. More specifically, according to the PCA Summer 2017 forecasts, single-digit average annual cement consumption growth over the next four years (2017- 2021) is expected, in Florida (6.3 per cent), Virginia (4.1 per cent), New York/New Jersey (4.7 per cent), North Carolina (4.7 per cent) and South Carolina (4.8 per cent). Overall, for Titan Group, based on the above analysis by the PCA, the U.S. has significant further upside supported by positive market trends, the location and quality of Titan America’s assets and further benefits expected from Titan Group recent investments.

Cement Titan America operates two cement production plants, one near Roanoke, Virginia (‘‘Roanoke’’), and the other near Miami, Florida (‘‘Pennsuco’’), with a combined total annual capacity of 3.5 million tonnes, and which Titan Group believes are highly efficient. Both plants produce Portland, Masonry and Stucco cement in bulk and bagged form. Titan America markets its cement under three brand

75 names: Titan cement, manufactured at the Pennsuco facility; Roanoke cement, manufactured at the Roanoke facility; and Essex cement, in relation to imported cement, distributed in the New York and New Jersey areas through the Titan Group’s Essex cement terminal in New Jersey. In 2016, the import terminals in Tampa, Florida and in Norfolk, Virginia were re-activated and have the capacity to serve increased demand in the East Coast. The Roanoke cement plant is the only cement plant in Virginia. The plant’s integrated quarry has estimated reserves of approximately 83.0 million tonnes of limestone/shale and an estimated life of more than 50 years based on current production rates. The Pennsuco cement plant was modernised in 2004. The integrated quarry’s extensive reserves (in excess of 240 million metric tonnes) provide the plant with an extended life period. According to PCA estimates, in the period from January to September 2017, cement consumption in the United States increased by 1.7 per cent year-on-year. During the same period, cement consumption decreased in Florida by 1.0 per cent, in North Carolina by 0.1 per cent and in South Carolina by 4.4 per cent, whereas an increase in Virginia by 5.5 per cent was observed. Unit selling prices in 2016 increased between 2.0 and 7.0 per cent across products and geography compared to the prior year. The respective price increases for the first six months of 2017 are between 4.0 and 8.0 per cent, with the exception of the New York market where prices have remained stable.

Ready-Mix Concrete Titan America has 84 active ready-mix concrete plants in Virginia, the Carolinas and Florida, which are managed via fully-automated order-taking, batching and dispatching software systems. Ready-mix concrete is delivered to customers in Florida, the Carolinas and Virginia via an active fleet of approximately 800 company-owned ready-mix trucks. Titan America operates in the ready mix business under the Titan brand name in Florida, Titan Virginia Ready Mix and Powhatan Concrete in Virginia and S&W in the Carolinas. Regional ready-mix volumes increased in 2016 and regional operating performance posted an increase, compared to 2015, as a result of Titan Group’s substantial investment in the ready-mix business and ongoing efficiency improvements.

Concrete Blocks Titan America’s concrete block business has a strong presence in Florida with nine manufacturing facilities capable of producing more than 80 million blocks annually. These plants, located on Florida’s Atlantic coast, south-west Florida and also in the Orlando and Tampa metropolitan areas, produce a wide variety of concrete block products designed to meet the demanding Florida State building code. Transportation of blocks to customers is primarily handled by third-party contract haulers via truck delivery and by rail to distribution yards along the Florida East-Coast Railway.

Aggregates Titan America owns and operates a limestone quarry on the site of the Pennsuco cement plant in Miami, a limestone quarry in Southwest Florida, near Ft. Myers, and three sand mines – one in Florida and two in Virginia. These quarries/mines supply the Titan America ready mix and concrete block plants and also serve an external customer base with aggregates. During the first six months of 2017, Titan America aggregates sales posted 12 per cent growth.

Fly Ash Processing Acquired by Titan America in 2002, Separation Technologies LLC (‘‘Separation Technologies’’) was founded in 1989 to develop commercial applications for a proprietary, patented technology to beneficiate fly ash and other dry fine particle materials. Fly ash is a natural by-product of coal combustion and a valuable additive in the ready-mix concrete business. The use of fly ash in concrete greatly improves performance by enhancing the workability and durability of the mix. The proprietary electrostatic separation (‘‘ESS’’) process is a preferred choice for ash management issues facing the utility industry, as it removes unburned carbon from the fly ash, allowing the ash to be used as a consistent and reliable product in the cement and concrete industry, while the retrieved unburned carbon can be used again as fuel. Titan America is thus the leading producer of beneficiated fly ash in the United States, processing more tonnes annually and at more power plants than any other competing company. The processed fly ash is sold in 13 states and Canada under the ProAshÒ brand

76 name and the Group has also franchised project/market development rights in the United States, Europe and East Asia. The world leading green ESS process was featured in the Energy Innovations Publication of the European Round Table of Industrialists. Use of the technology around the world results in energy savings equivalent to the power needs of 340,000 households per month and a reduction of CO2 emissions of 1.3 million tonnes per year. It also conserves landfill space equal to the annual solid waste produced by nearly 1.4 million citizens. Having perfected its technology through the beneficiation of fly ash (since producing its first commercially viable separator in 1995), Separation Technologies’ addressable market now includes a wide array of industrial minerals processes, on a global basis, which require or would benefit from the dry separation of fine particles. This includes, but is not limited to, the beneficiation of fly ash, calcium carbonate, barite, talc and potash. More recently, Titan Group has achieved technical success separating and concentrating agricultural products such as aquaculture proteins which creates promising opportunities. A state of the art Engineering Centre in Needham, MA, conducts R&D, including pilot testing of new materials and further development of the technology. In 2014, Titan America launched ST Equipment & Technology LLC to further expand the development of its separation technology in fly ash, minerals, and food applications worldwide.

Distribution Terminals Titan America operates 15 cement distribution terminals, including three marine import terminals, located in Port Newark (New Jersey), Norfolk (Virginia), and Tampa (Florida). The strategically positioned network of terminals ensures that Titan America’s customers are receiving their products in a timely manner while Titan America minimises distribution costs through efficiencies.

GREECE AND WESTERN EUROPE The Group’s businesses in Greece (‘‘Titan Greece’’) are vertically integrated, with products ranging from raw materials (such as aggregates, gypsum and kaolin) to ready-mix concrete. The assets of Titan Greece include three cement plants, one grinding plant, 26 quarries, 27 ready mix plants, three import terminals, four distribution terminals and one dry mortar plant. Titan Greece is one of the three integrated cement producers in Greece and has an estimated market share of approximately 40 to 45 per cent based on Titan Group’s three-year average estimates of total market sales volumes. Titan Greece’s annual cement production capacity is approximately 6.5 million tonnes. The Group’s cement plants in Greece have the advantage of being located near the major population centres, allowing the Guarantor to benefit from lower transportation costs, and near deep sea ports, which facilitate exports. Cement demand in the country has now shrunk from 11.6 million tonnes in 2006 to about 2.5 million tonnes in 2016 (according to Titan Group estimates), which is almost 80.0 per cent below the peak, with cement consumption now at levels not seen since the 1960s, and which are over 60.0 per cent below the 50-year average. Greek domestic sales in 2016 represented 10.0 per cent of Titan Group turnover. The effects of sluggish domestic demand were partially offset by exports. The export market is competitive given potential trade from countries that are not subject to the costs of EU legislation on carbon dioxide emissions. In the first half of 2017, building activity in Greece remained depressed. The conclusion of certain major infrastructure projects during the first months of 2017, in conjunction with the stagnation of private building activity, resulted in a decline in cement consumption. Titan Group’s export volumes remained high, absorbing the greater share of the plants’ production, albeit under conditions of increased competition in global markets. Low domestic sales volumes, coupled with increased energy costs, resulted in a decline in profitability. Robust export demand absorbs over 75.0 per cent of cement clinker produced. Cement sold in Greece represented only 6.0 per cent of Titan Group’s cement sales volumes in 2016, while total turnover in domestic Greek market represented 10.0 per cent of its consolidated turnover. Titan Greece has been engaging in a series of actions to reduce energy costs and the Group’s environmental footprint. In 2016, investments in Titan Group’s Greek plants were focused on cost improvements of all plants, as well as in safety and environmental conditions. More than 373,000 metric tonnes of alternative raw materials and more than 90,000 metric tonnes of alternative fuels

77 were used, substituting for primary raw materials and fossil fuels, respectively. Moreover, investments included the installation of a new SAP/ERP system. In addition, with a view to securing secondary fuels for its cement operations, since 2015, Titan Greece has also diversified into waste management through Ecorecovery SA (‘‘Ecorecovery’’). Ecorecovery is a joint venture that Titan Greece has established with Polyeco Group SA. Ecorecovery, of which Titan now owns 48 per cent, has submitted to the authorities the relevant studies for the construction and operation of a plant in Attiki, which would process commercial and industrial waste to produce solid recovered fuels. Ecorecovery also owns 16 per cent of Nordeco SA, a company which has already set up and is operating a similar plant in Northern Greece. Titan Group believes domestic demand is unlikely to improve greatly in the short term, since any recovery in the construction sector is dependent on economic growth, increases in disposable income, the improvement in employment and the availability of bank funding in order first to absorb the large unsold housing stock. New infrastructure projects are still in the planning phase and therefore are not expected to sustain demand in 2017. New projects in the tourism industry are not of a size to materially affect demand in the short term. Overall, at least in the short term, cement production out of Greece will continue to be channelled mostly towards export destinations.

Cement Titan Group’s core cement operations in Greece comprise three integrated cement plants and one grinding plant with a total annual cement production capacity of approximately 6.5 million tonnes. The plants are strategically located near large limestone reserves (which are either owned or operated under long-term lease by Titan Greece) as well as near to the three largest Greek metropolitan areas. The Kamari plant is located 39 kilometres from Athens. It has two cement production lines and is the Group’s second fully-operational plant by capacity. The plant is highly efficient, with low extraction costs for raw materials, low calorific consumption, high labour productivity, full process automation and modern cement grinding equipment. Raw material reserves for the cement production (limestone) are expected to last for more than 50 years. The Patras plant has two production lines and commands raw material reserves which are expected to last for over 50 years and is located on its own deep-water port. The recent installation of two new silos at the port has enabled the increase of loading rates and the loading of larger vessels. The Thessaloniki plant is the only clinker-producing plant in Northern Greece and was expanded in 2003 with the addition of a new production line. In 2004, a new vertical cement-grinding mill was installed, adhering to the highest technological standards and efficiencies. In 2007, a twin vertical mill became operational, reducing environmental impact through lower electricity consumption. In 2015, with the support of specialists and local artists, Titan Greece improved the view of the plant and the views of the community living nearby through an innovative graffiti project. The Elefsina plant is a grinding plant for white cement, which is a high-margin specialty product that complements the use of grey cement in many decorative applications and is also used in the production of various high-value building products. Cement distribution in Greece is sustained by the operation of one bulk and bagged cement distribution terminal in Crete and three bagged cement distribution terminals in Kavala, Halkida and Markcopoulo. Titan Greece exports to Titan Cement terminals located in Europe (Italy, France and the United Kingdom), as well as to Titan America terminals in the United States (as described below). Titan Greece also exports to third parties in North and Western Africa, North America, Latin America and the Black Sea. Titan Greece has cement trading relationships with other intra-group entities and third parties both on a domestic and export basis. Titan Greece has been able to support its trading volumes through the economic downturn in Greece by focusing on its exports. In 1997, the Guarantor launched INTERMIX for the production and sale of dry mixed building products, including renders, screeds and mortars. These were the first pre-blend dry building products to be manufactured in Greece. The fully-automated industrial process takes place in Elefsina and produces a high quality product.

Ready-Mix Concrete Titan Greece, through its subsidiary Interbeton Building Materials, S.A. (‘‘Interbeton’’) operates 27 ready-mix concrete plants throughout Greece. Concrete production and delivery provides strategic benefits to Titan Greece, as a down-stream business from its core cement business. As with

78 aggregates, sales of concrete are channelled to a diversified clientele in line with the Group’s risk management policies. In 2008, Interbeton launched a value-added products initiative, expanding the range of applications and meeting specific customer needs through specialised, proprietary ready mix products which are developed in-house, in the state of the art cement and concrete laboratories. Nine years later, the initiative is moving forward, with the product range expanded to a number of branded families of ready mix products.

Aggregates and Minerals Titan Greece has expanded through integration in the production and distribution of aggregates. At present Titan Group has 26 quarries in Greece, half of which are mainly used for cement production and the other half used for aggregates production for sales to third parties. The quarries are strategically located across the country, most of them operating under the Interbeton subsidiary. With a customer base ranging from ready mix and asphalt producers to major contractors, the Group’s aggregates business in Greece is supported by an extended network of concrete production plants across the different prefectures. Investments in quarry modernisation have been carried out, with an emphasis on safety and environmental protection, through projects such as modifications on crushing-classification facilities and the introduction of waste management processes. In addition to quarries, Titan Greece has mining operations in the islands of Milos and Crete, for minerals critical to the production of cement. These minerals are gypsum, kaolin and pozzolan.

SOUTHEASTERN EUROPE Titan Group’s cement plants in F.Y.R.O.M., Bulgaria, Serbia, Kosovo and Albania, form a strategic ring in Southeastern Europe, with total combined cement production capacity of 5.6 million tonnes as at 31 December 2016, up from 3.0 million tonnes compared to 31 December 2009. Titan Group has a strong presence in the region, with top-three market shares in each of the five countries, in which it operates. Titan Group’s assets in Southeastern Europe include five cement plants, 17 quarries, eight ready mix plants, one distribution terminal and one processed engineered fuel plant, with total value of A498.6 million, representing 18.9 per cent of Titan Group’s assets as at 30 June 2017. Titan Group believes that long-term growth prospects for the local markets are positive, with current low levels of cement consumption likely to increase as the political situation stabilises and EU membership grows closer, which is anticipated to have the effect of increasing the number of housing and infrastructure projects. The region also enjoys funding from international organisations such as the EU, USAID and the World Bank for construction projects. On average, sales volumes in 2016 increased in Titan Group’s markets across Southeastern Europe, but remained well below historic peaks and well below the production capacity of the cement plants. Local economies have posted modest but steady growth in the last few years, with 2016 GDP rising according to IMF data between 2.4 per cent and 3.6 per cent, depending on the country, growth that has not yet been reflected in the construction sector which remained subdued. Further growth in the region is very much dependent on growth in Western Europe, which remains its main trading and investor counterpart. In the first half of 2017, Southeastern Europe showed signs of increased activity, as building activity was apparently boosted by ongoing elections. Building permits increased and private housing construction appeared to be on the rise. Aided by volume sales growth, turnover increased by 11.3 per cent to A108.0 million from A97.0 million in the first half of 2016. Offsetting this, competition and imports in local markets continued to put pressure on pricing, which combined with higher energy costs had a negative impact on profitability. EBITDA decreased by 10.0 per cent to A23.6 million. In 2012, the International Finance Corporation (‘‘IFC’’) became a minority partner to Titan Group’s operations in Southeastern Europe, holding 16.4 per cent in its operations in F.Y.R.O.M. and 11.8 per cent in Serbia and Kosovo. In 2015, Titan Group, through its subsidiary, Alvacim Limited, purchased the 20.0 per cent stake held by EBRD in Antea in Albania, and, as a result, currently holds 80.0 per cent of Antea’s share capital, whereas the remaining 20.0 per cent is held by the IFC.

F.Y.R.O.M. Titan Group’s operations in F.Y.R.O.M. revolve around its Usje cement plant (‘‘Usje’’), located in the capital, Skopje. Usje is the sole producer of cement in the country and is vertically integrated with activities in ready-mix concrete and aggregates. Titan Group first entered the market in 1998 in a joint venture with Holcim Limited. As part of its strategic expansion in Southeastern Europe, it

79 acquired a further 46.5 per cent stake in Usje in 2004, buying out its partner. Over the following years, Titan Group purchased additional minority stakes and increased its total share to 94.8 per cent. As a result of the investment made by the IFC in 2012, Titan Group currently holds an 83.6 per cent stake in Usje. Besides serving the domestic market, Usje exports cement, with the majority of its exports being channelled to neighbouring Kosovo. In 2016, despite the political crisis in F.Y.R.O.M., the construction sector remained a strong driver of the country’s GDP, which according to IMF (World Economic Outlook Database, October 2017), grew by 2.4 per cent in 2016. The domestic cement consumption increased by around 16.0 per cent compared to last year, mainly due to the increase in residential and commercial construction.

BULGARIA Titan Group entered the Bulgarian market in 1998. In 2004 it expanded further by selling its Plevenski plant to Holcim Limited and acquiring a larger plant, the Zlatna Panega Cement AD (‘‘Zlatna’’) from Heidelberg Cement. Zlatna operates a cement plant close to the capital, Sofia. By 2006, Zlatna was fully modernised, with an annual production capacity of 1.5 million tonnes. Operations in Bulgaria are vertically integrated, with six ready mix concrete plants (three in Sofia, two in Plovdiv, one in Veliko Ternovo, one in Stara Zagora and one mobile ready mix unit). Zlatna also has a share in the aggregates business through its participation in Holcim Karierni Materiali AD Sofia and Holcim Karieri AD Plovdiv. In 2011, the Group launched GAEA Green Alternative Energy EAD (‘‘GAEA’’), a Bulgarian company offering solutions for waste management, environmental protection, waste utilisation and alternative fuels production. In 2016, thermal substitution from the use of waste streams including Processed Engineered Fuel (PEF), tires, HHV materials (textile, plastics and rubber) and biomass increased to 26 per cent compared to 20 per cent in 2015. The increased use of alternative fuels resulted in significantly lower fuel costs for the cement plant and lower CO2 emissions, while at the same time it provided an environmentally friendly and safe process for waste management to local societies. To secure higher quality PEF waste streams, GAEA has established strategic partnerships with many Bulgarian waste management companies. Alternative fuels co-processing in Bulgaria completed its first five years of operation from the initial establishment of GAEA. It is now a self-sustained business, fully supported locally with technology, people and know-how. GAEA also supports the cement business as it enabled Zlatna Panega Cement to achieve a peak daily thermal substitution rate of 48 per cent per kiln, using processed engineered fuel and end-of-life whole tires. This type of result has been achieved through continuous improvements in process, equipment and strong support by the Titan Group. Bulgaria’s GDP growth rate in 2016 according to IMF (World Economic Outlook Database, October 2017), reached 3.4 per cent, while cement demand recorded a decline of over 10.0 per cent as compared to the strong growth of 10.0 per cent in 2015. The market decline was mainly due to a decrease in EU-financed public infrastructure projects, which together with political stability are key for the recovery of construction activity in the future.

SERBIA AND MONTENEGRO In April 2002, the Guarantor acquired 70.0 per cent of the share capital of the Kosjeric Cement Company (‘‘Kosjeric’’) from the Serbian Privatisation Agency. The plant was subsequently modernised and at the end of 2008, the Guarantor acquired a further 22.1 per cent stake. In May 2009, the Guarantor acquired the remaining stake, increasing its total share to 100 per cent. As a result of the investment by IFC in 2012, Titan Group currently holds an 88.2 per cent stake in Kosjeric. Montenegro is an important market for exports for Kosjeric due to the plant’s geographical proximity. To that extent, Kosjeric has established a trading subsidiary TCK Montenegro DOO in that market, covering local demand. In 2016 the Serbian economy continued to grow and recorded an increase of 2.8 per cent in GDP according to IMF (World Economic Outlook Database, October 2017), mainly based on the continued recovery of industrial production and agriculture. The Serbian cement market continued to grow in 2016, for the third consecutive year, recording growth of about 7.0 per cent. The market of Montenegro, an important market for the Kosjeric cement plant, recorded an increase of over 10.0 per cent, supported by the start of works on the Podgorica-Kolasin highway project and developments in projects related to tourism.

80 ALBANIA As part of its strategy in Southeastern Europe, the Guarantor completed the construction of a greenfield cement plant in 2010, with an annual capacity of 1.5 million tonnes, in the area of Boka e Kuqe, which is close to Tirana, Albania. In the operating company, Antea Sh.A (‘‘Antea’’), the IFC is a minority stakeholder, holding a 20.0 per cent stake, which was acquired in November 2008. In February 2015, Titan Group purchased the 20.0 per cent stake which was held by the EBRD in Antea. As a result of the purchase, Titan Group holds 80.0 per cent of Antea’s share capital, whereas the remaining 20.0 per cent is held by the IFC. In 2016, according to IMF (World Economic Outlook Database, October 2017), GDP in Albania increased by 3.4 per cent, while cement consumption decreased by about 7.0 per cent reaching the lowest level of cement consumption for 15 years. The drop in consumption reflects the decreased liquidity of the private sector, the low public works spending and the difficulties observed in the issuance of new construction permits by the government.

KOSOVO On 15 December 2010, the Group announced the signing of a definitive agreement with the Privatisation Agency of Kosovo for the purchase of the Sharr cement plant, with a rated capacity of 0.6 million tonnes per annum, which the Group already managed through a lease agreement. The plant is operated by the Group’s subsidiary, SharrCem Sh.P.K (‘‘Sharr’’). Titan Group has made significant investments to modernise the cement plant, with an emphasis on environmental protection and operational efficiencies. According to IMF (World Economic Outlook Database, October 2017), Kosovo recorded GDP growth of an estimated 3.4 per cent in 2016. The construction sector continued to post growth and cement demand increased by 15.0 per cent compared to 2015, according to Titan Group’s estimates. Growth in demand was driven by residential and infrastructure construction. Sharr cement plant achieved record sales volumes with a more competitive cost base. However, strong competition from imports resulted in lower selling prices overall compared to 2015.

EASTERN MEDITERRANEAN Titan Group’s operations in the Eastern Mediterranean include two cement plants in Egypt and one in Turkey, with total cement production capacity of 7.5 million tonnes, two cement grinding plants, sixteen quarries, six ready mix plants, two distribution terminals and one processed engineered fuel facility.

EGYPT Titan Group entered the Egyptian market in 1982 with various trading operations. In 1999, the Guarantor entered into a 50/50 joint venture with Lafarge Group, the owner of 76 per cent of the Beni Suef Cement Company (‘‘Beni Suef’’) through a government privatisation programme. The joint venture raised its stake in Beni Suef to 95 per cent in January 2000. In July 2002, Titan Group announced the acquisition of 50 per cent of the Egyptian cement company Alexandria Portland Cement Company (‘‘Alexandria Portland’’) from Lafarge Group (which had at that time, an 88.5 per cent majority stake). In May 2008, and after nine years of a successful 50/50 joint venture, Titan Group acquired Lafarge’s entire share in the joint venture and, consequently, the remaining interest of Lafarge in Alexandria Portland and Beni Suef. The abovementioned operations in Egypt are now known as ‘‘Titan Cement Egypt’’. In November 2010, the Titan Group announced the completion of the A80.0 million equity investment by the IFC, which resulted in it acquiring a 17.5 per cent stake in the operations of Titan Cement Egypt. As a result, Titan Group currently holds an 82.5 per cent stake in Titan Cement Egypt. The Beni Suef plant is located 120 kilometres south of Cairo on the east bank of the River Nile and has excellent access to the main highways linking North and South Egypt. The plant was upgraded in 2007, resulting in lower fuel and electric energy consumption, and a second 1.5 million tonnes cement production capacity line became operational in 2009. Limestone quarries are located close to the plant, with reserves expected to last over 50 years, and two clay quarries are located 10 to 15 kilometres from the site. In March 2016, the second coal grinding mill went into operation at the Beni Suef cement plant, allowing Titan Cement Egypt to reduce energy costs. Titan Group’s subsidiary in Egypt, GAEA, commenced operation in 2016, producing refuse-derived fuel from municipal solid waste in Alexandria

81 to supply the local cement plant, and dried sewage sludges and biomass for the Beni Suef plant. Titan Cement Egypt also began co-processing in Egypt in the autumn of 2016, with thermal substitution rate daily peaks of 20.0 per cent in Alexandria and 5.0 per cent in Beni Suef. Alexandria Portland operates a plant located in Alexandria, the second most populous city in Egypt. The modernised plant is located close to the sea, thus facilitating exports. Alexandria’s new coal-grinding mill was commissioned in December 2016 and supported fuel cost containment. A ready-mix plant at Borg El-Arab (Alexandria city) was established in 2010 and a second ready-mix plant at October City (West Cairo) was completed in 2012. On 14 March 2016, the Central Bank of Egypt (the ‘‘CBE’’) decided to adopt a more flexible exchange rate regime resulting in a weakening in the Egyptian pound by around 13.0 per cent against the euro (CBE Press release March 2017). On 3 November 2016, the CBE decided to adjust the foreign currency trading policy through liberalising the exchange rates, allowing banks to quote and trade at any exchange rate. The decision came in line with a broader package of reforms in an effort to ensure macroeconomic stability through fiscal consolidation, while intended to restore foreign exchange trading to formal banking channels and eliminate the parallel market. Consumption of building materials in Egypt has shown resilience, despite the economic uncertainty. In 2016, cement consumption reached 56.5 million metric tonnes, an increase of 4.5 per cent compared to the previous year. Demand was again mainly driven by national projects, including new cities, roads, infrastructure and housing projects. Titan Group’s operating results in Egypt showed a significant improvement for four consecutive quarters in 2016, despite the devaluation of the Egyptian pound and the volatility of market prices. Turnover increased by 26.0 per cent in local currency terms, and by 1.5 per cent when converted to euros. Clinker production reached 3.9 million metric tons, up by 12.1 per cent on 2015, while cement production amounted to 4.4 million metric tons compared to 3.9 million metric tons in 2015. Titan Cement Egypt’s cement sales volumes in 2016 were up 13.6 per cent compared to 2015, with a market share of 7.7 per cent in 2016 against 7.1 per cent in 2015. A main result of the floating foreign exchange regime introduced in 2016 and the Egyptian pound devaluation was an increased headline inflation at 31.52 per cent for September 2017 compared to September 2016. (Source CBE, monthly inflation developments). The CBE Corridor Lending rate increased by 700 basis points from 12.75 per cent as of September 2016 to 19.75 per cent in September 2017 putting pressure on company results due to increased financing costs. Cement demand in Egypt declined by 10.5 per cent in the first half of 2017 according to the Ministry Report issued by the Ministry of Investment of Egypt. Titan Group’s sales volumes on the contrary increased by around 17.4 per cent in the first half of 2017, compared to the first half of 2016. Cement production levels at the Group’s plants reached higher levels since the first half of 2016. In the first half of 2017, the performance of Titan Group’s subsidiaries in Egypt recorded a marked improvement in sales volumes. Consequently, plant production levels were higher compared to the first half of 2016. Year-on-year high production levels are largely owing to the use of solid fuels, which allowed production levels to reach the pre-fuel-crisis levels of 2013. In EGP terms, the first half of 2017 turnover was higher mostly driven by sales volumes increase. In euro terms, the first half of 2017 turnover declined, despite higher sales volumes, affected by weak cement prices, still not absorbing the EGP devaluation. In local currency, Titan Group’s EBITDA improved at slightly slower pace than revenue. Higher production costs mainly due to EGP devaluation were not fully compensated by price increases, which were below cost of inflation. Titan Group’s alternative fuel unit generated a slightly positive EBITDA for the first time. Available market data for July and August 2017 show marginally higher market volumes than the prior year, revealing a potential pause in market decline. For the first eight months of 2017, market volumes decreased by 7.6 per cent, compared to the same period in the prior year, whereas Titan Cement Egypt volumes are up by 8.7 per cent. In EGP terms, sales revenues were on the back of higher sales volumes and prices. In euro terms such sales revenues were significantly lower due to the weakening of Egyptian Pound. During September 2017, Titan Group finalised a voluntary exit labour plan (‘‘VELP’’) in Egypt. According to this plan, the company offered attractive employment termination packages to certain

82 employee categories close to pension age. The largest chunk of the expense was reported in August 2017. Year to date nine months EBITDA was down compared to the nine-month period ended 30 September 2016. However adjusting for one off VELP expenses, the third quarter of 2017 EBITDA was up compared to last year, demonstrating Titan Group’s efforts to cost containment in a rising costs environment, due to high inflation and EGP devaluation. Completion of the VELP will allow Titan Cement Egypt to operate at more efficient headcount levels in line with Titan Group’s effort to streamline future fixed costs.

TURKEY In April 2008, the Guarantor acquired a 50.0 per cent equity stake in Adocim. Adocim operates an integrated plant in Tokat near the Black Sea, which location facilitates exports to the Black Sea market, as well as two grinding plants in Antalya and Marmara, which serve the Istanbul market and three ready mix facilities in Tokat, Sivas and Artova. In 2016, Turkey’s GDP grew by 3.2 per cent, according to IMF (World Economic Outlook Database, October 2017). Looking forward, despite geopolitical conflict and uncertainties, public consumption is expected to remain the economy’s main growth driver. Fuelled by the growing economy, domestic cement consumption in 2016 increased by 3.0 per cent year-on-year, reaching 66.0 million metric tons, according to the Turkish Cement Manufacturers’ Association. Cement exporters managed to increase volumes by around 3.0 per cent in 2016, but with additional capacity in the market, the gap between excess supply and domestic demand is widening. In Turkey, both Adocim, Titan Group’s 50.0 per cent joint venture, and Titan Group’s 100.0 per cent-owned company, Adocim Marmara, benefited from strong demand in 2016, due to private housing construction and public works in infrastructure projects. Cement production remained close to record levels, while financial performance was in line with the previous year. Adocim also maintained the previous years’ low production costs, while aiming to minimise the impact of fuel price increases. Net profit attributable to the Group was A3.6 million in 2016, compared to A4.0 million in 2015, negatively impacted by a 14.0 per cent decline in the value of the Turkish pound. During the first half of 2017, Turkey demand recovered after a heavy winter and grew during the second quarter. However, the start of two new plants in the area where Adocim operates resulted in a decline in sales volumes. Moreover, the slide in the Turkish Lira resulted in negative foreign exchange differences which impacted Adocim results. The net result attributable to Titan Group was a A0.4 million loss compared to a profit of A2.2 million in the first half of 2016.

BRAZIL In September 2016, the Group acquired an equity stake in Cimento Apodi, a Brazilian cement manufacturer operating in the state of Ceara´ in Northeast Brazil. Cimento Apodi is jointly owned and controlled by Titan and a family owned Brazilian business through a joint venture agreement. Cimento Apodi operates a modern integrated cement plant in Quixere´, which has been in operation since 2015 and a grinding cement plant in Pece´m port, close to the city of Fortaleza, which has been in operation since 2011. Cimento Apodi has a production capacity of over 2.0 million tons of cement per year. Quixere plant is the only plant in Latin America with a Waste Heat Recovery system. Cimento Apodi also owns and operates ready mix facilities. In 2016, the continuous political uncertainty, and GDP shrinking by 3.6 per cent, according to IMF (World Economic Outlook Database, October 2017), for a second consecutive year, brought the country to one of its worst recessions. According to the SNIC, cement consumption dropped to 57.3 million metric tons, down 20.1 per cent since the peak in 2014 (71.7 million metric tons). Despite the shrinking market, Cimento Apodi managed to increase its market share and maintain its operating profitability. In 2017, according to the Brazilian Institute of Geography and Statistics (‘‘IBGE’’), GDP rose by 0.3 per cent on the second quarter, returning to positive levels after three years and signalling that the country has entered a recovery phase. The continuous reforms, falling inflation (from 10.7 per cent high in December 2015 to 2.5 per cent low in September 2017, according to IBGE), lower interest rates (from 14.25 per cent high in July 2015 to 7.5 per cent low in October 2017, according to Banco Central do Brazil), have stimulated consumer spending. The time lag characterizing cement growth is reflected by the continuous shrinking of the cement market. For the six-month period ended 30 June 2017, cement consumption was lower by 8.8 per cent compared to the six-month period

83 ended 30 June 2016, according to SNIC, though again during these six months Cimento Apodi has maintained the same level of sales volumes. Positive signals in the cement market have started surfacing in the third quarter of 2017. Quarter on quarter cement consumption has shown the slowest decline in two years, and in addition the south region of the country turned to growth. During September 2017, Cimento Apodi achieved its highest sales of the last two years, its third quarter sales volumes were 14.0 per cent higher than the same quarter of 2016. Positive trends are also reflected in cement prices, which progressively increased during the third quarter of 2017. Political and economic stability has been boosted by Congress voting to reject charges against President Michel Temer, meaning that he will serve out his mandate through the end of 2018 and he will now be able to push the reform agenda, focused on boosting weak growth and curtailing the government budget deficit. Better economic environment, resuming confidence and consumption, in addition to the structural reform agenda, has made the IMF review projections for the growth of the Brazilian economy upwards. As per IMF’s report (Regional Economic Outlook Update – Latin America and the Caribbean, October 2017), the international authority raised growth estimates for Brazil’s GDP from 0.3 per cent to 0.7 per cent in 2017, and from 1.3 per cent to 1.5 per cent in 2018.

84 BOARD OF DIRECTORS The table below sets out the names of the Guarantor’s Directors, their principal outside activities and their current role in the Guarantor. The business address of each of the Directors is 22A Halkidos Street, 111 43, Athens, Greece.

The current members of the Board of Directors of the Guarantor were elected at the annual general meeting of the shareholders of the Guarantor in 2016 for a three-year term expiring at the annual general meeting of the shareholders of the Guarantor in 2019.

Name Function Other Principal Activities

Efstratios – Georgios (Takis) Chairman Chairman and non-executive Arapoglou member of the Board of Non-executive Director since Directors of Tsakos Energy 17 June 2016 Navigation (TEN) Ltd.

Member of the Nomination and Non-executive director of EFG – Corporate Governance HERMES Holding SAE Committee Non-executive director of Credit Libanais SAL

Non-executive director of Bank Alfalah

Nellos Canellopoulos Vice Chairman Chairman of the Board of Directors of: Executive Director since 24 June – the Paul and Alexandra 1992 Canellopoulos Foundation – the Hellenic Cement Industry Association

Dimitri Papalexopoulos Chief Executive Officer since Vice-Chairman of the Board of 1996 the Hellenic Federation of Enterprises Executive Director since 24 June 1992 Vice-Chairman of the Board of the Hellenic Federation of Enterprises Committee for Sustainable Development

Member of the Board of: – the Foundation for Economic and Industrial Research – the Hellenic Foundation for European and Foreign Policy – the European Round Table for Industrialists

Michael Colakides Group Chief Financial Officer Member of the Board of Executive Director since Directors of: 12 January 2016 – Eurobank Cyprus Ltd. Doros Constantinou Independent, Non-Executive Non-executive Director of the Director since 14 June 2013 Board of Frigoglass S.A.I.C.

Senior Independent Director

85 Name Function Other Principal Activities

Chairman of the Audit Committee

Hiro Athanassiou Independent, Non-Executive Chairwoman and Managing Director since 17 June 2016 Director of Unilever in Greece and Cyprus Chairman of the Remuneration Committee Member of the Board of Directors of: Member of the Nomination and – Foundation for Economic Corporate Governance & Industrial Research Committee (IOBE) – Association of Greek Commercial Food Companies (SEET) – Hellenic-Dutch Association (HEDA) – Hellenic Management Association (EEDE)

Takis-Panagiotis Canellopoulos Executive Director since 10 May Member of the Board of 2007 Directors of: – Canellopoulos Adamantiadis Insurance Co. (AIG Hellas) – Grivalia Properties REIC

Member of the Union of Listed Companies (ENEISET)

Alexander Macridis Independent, Non-Executive Chairman and Managing Director since 17 June 2016 Director of Chryssafidis S.A.

Member of the Remuneration General Secretary of the Hellenic Committee Federation of Enterprises

Member of the Board of Directors of: – Aegean Airlines – IOBE – The American College of Greece – Alba

Domna Mirasyesi-Bernitsa Independent, Non-Executive Partner at Bernitsas Law Firm Director since 14 June 2013 Member of the Board of Chairwoman of the Nomination Directors of St. Catherine’s and Corporate Governance British School Committee Ioanna Papadopoulou Independent, Non-Executive Chairwoman and Managing Director since 17 June 2016 Director of: – E.J. Papadopoulos S.A. Member of the Audit Committee – Greek Food Products S.A.

86 Name Function Other Principal Activities

– IKE Akinita S.A.

Alexandra Papalexopoulou- Executive Director since 23 June Member of the Board of Benopoulou 1995 Directors of the Paul and Alexandra Canellopoulos Group Strategic Planning Foundation Director Member of the Board of Directors of: – Coca-Cola HSC AG – ‘‘ALBA College of Business Administration’’ Association

Trustee in the American College of Greece

Plutarchos Sakellaris Independent, Non-Executive Professor of Economics and Director since 14 June 2013 Finance at Athens University of Economics and Business Member of the Audit Committee

Petros Sabatacakis Independent, Non-Executive Member of the Board of Director since 2010 Directors of National Bank of Greece Member of the Remuneration Committee

Efthymios Vidalis Executive Director since 15 June Member of the Board of 2011 Directors of: – Alpha Bank Group’s consultant on matters of Strategy and Sustainable – Future Pipe Industries Development

Bill Zarkalis Executive Director since 14 June 2013

Head of the U.S. Region Notwithstanding the fact that four out of the fifteen members of the Board of Directors are appointed as non-executive directors on the Board of Directors of various banking institutions as shown in the table above, there are no material conflicts of interest or potential conflicts of interest between the duties to the Guarantor of each member of the Board of Directors of the Guarantor and his/her private interests or other duties.

CORPORATE SOCIAL RESPONSIBILITY AND SUSTAINABLE DEVELOPMENT Titan Group’s Annual Report for the year ended 31 December 2016 is the fifth integrated annual report which, following the International Integrated Reporting Standards, is developed in accordance with the Global Reporting Initiative G4 Principles, using the World Business Council for Sustainable Development/Cement Sustainability Initiative (the ‘‘WBCSD/CSI’’) guidelines and protocols. This report meets the ‘‘advanced level’’ criteria for UN Global Compact Communication on Progress. Therefore, Titan Group’s Annual Report for 2016 also meets all rules set by the Directive 2014/95/ EU on mandatory disclosures to be included in consolidated non-financial statements. However, disclosure of non-financial performance data following international standards has been a standard practice for Titan Group since 2003, while all relevant information has been independently verified by external third parties since 2007.

87 Titan Group has also advanced further to the detailed presentation of relevant information for all countries in which it operates. CSR and sustainable development reports are also issued in local languages with data of interest to local stakeholders in most of the countries where the Group operates. Since 2000, integrity and corporate social responsibility are defined as core values for Titan Group and the scope of its activities with stakeholders has expanded to help deliver positive change and social inclusion. Following the 2015 United Nations Climate Change Conference and the United Nations 2030 Agenda for Sustainable Development (‘‘UN 2030 Agenda’’) as adopted in 2015, Titan Group proceeded to complete materiality or social impact assessments at local level in all countries with majority owned operations, including a first alignment with the United Nations Sustainable Development Goals. On the basis of the regional inputs, the corporate materiality matrix was reviewed and re-confirmed as an up-to-date record of the priority issues that Titan Group aims to address through its sustainability strategy. In 2016, sustainability governance was further enhanced through the establishment of a Sustainability Committee that comprises of members of the Titan Board and its Executive Committee and oversees the Group’s long-term commitment to sustainable development. Furthermore, the Group announced the process of detailing its strategy in alignment with the UN 2030 Agenda and the plan for defining within 2017 new long-range sustainability targets. More analytically: * In 2000:

* Together with nine other Greek companies and three business associations, Titan Group founded the Hellenic Network for Corporate Social Responsibility. * In 2002:

* On its 100th anniversary, Titan Group signed the United Nations Global Compact (the ‘‘UNGC’’) pledge, as one of the first 500 signatories and the first Greek company to do so. Ever since, the Group encourages the dissemination and adoption of the ten Global Compact principles, which are related to well-known international agreements covering human rights, labour rights, environmental stewardship and transparency. * In 2003:

* Titan Group engaged with the WBCSD and joined the CSI in order to implement a shared Agenda for Action. * In 2004:

* At the invitation of CSR Europe, Titan Greece became the first Greek company to support the implementation of a common strategy for CSR in Europe. * In 2008:

* Titan F.Y.R.O.M. joined the UNGC Network F.Y.R.O.M., where it has served as a Board member since 2011. Titan Greece supported the foundation of the UNGC Network Hellas. * In 2011:

* Titan Kosovo, along with 25 business partners and two associations, launched the Kosovo CSR Network. * In 2013:

* Titan Serbia became a core member of the UNGC Serbia.

* Titan Albania led the foundation of the Albanian CSR Network and chaired the Board. * In 2014:

* Titan Egypt became a member of the UNGC Egypt.

* Titan Group joined the UNGC campaign to fight against corruption. * In 2015:

88 * Titan Group aligned its sustainability strategy to the UN Sustainable Developmental Goals and joined more than 10,000 companies across Europe in the implementation of the Enterprise 2020 Manifesto. * Titan Group launched its Sustainability Framework for 2020. * Titan Group signed the WBCSD’s Low Carbon Technology Partnerships initiative (the ‘‘LCTPi’’) to help minimise its impact on climate change. * Titan Group signed the European Pact for Youth, alongside 50 other leading companies, and collaborated to accelerate its efforts throughout its operations to provide employment opportunities and address the skills gap. * The Albanian CSR Network joined CSR Europe as a national partner. * In 2016: * Titan Group rolled out the ‘‘Titan Leadership Program’’ strengthening employee engagement with corporate values and promoting the behaviours that drive strong leadership performance through a new personal development process. * Titan Group was among the first EU based companies to fully comply with the new EU Directive on disclosure of non-financial and diversity information (Directive 2014/95/EU). * In 2017: * Titan Group evaluated the quantitative and qualitative results of its engagement to the EU Pact for Youth initiative and decided to adopt a new guide to further promote quality internships and traineeships for unemployed young people, as well as business-education partnerships.

Safety A decrease of 14.7 per cent in Lost Time Injuries (‘‘LTIs’’) was the outcome of continuing efforts in 2016. The Lost Time Injuries Frequency Rate (‘‘LTIFR’’) for own employees decreased to 1.92 LTIs per million hours, a 4 per cent improvement. LTIFR for contractors also improved to 0.73 LTIs per million hours, a 33.6 per cent decrease. In 2016, a number of Group-wide initiatives were implemented in compliance with Titan Group sustainability strategy and priorities, including, among others the following: & New health surveillance system installed for dust, respirable crystalline silica and noise at all business units; & Lock-out Tag-out (‘‘LOTO’’) campaign launched, aimed at producing practical site and equipment-specific work instructions. LOTO-related LTIs reduced from nine in 2015 to two in 2016; & Training for the prevention of serious accidents, looking at what has contributed to serious incidents or serious near misses at Titan Group plants in the past, commenced in 2016 and will extend into 2018; & Compendium of safety equipment covering plant operation in depth produced and distributed to all business units; & New guideline on Safe Work Plans published, for jobs not fully covered by existing procedures; and & Step-by-step guide to the root cause analysis of health and safety incidents produced and distributed, with training to follow in 2017.

Environment Acknowledging climate change as one of the most significant global challenges, Titan has adopted at an early stage and implemented a climate change mitigation strategy, which includes the increased use of alternative fuels, ideally biomass and the reduction of thermal energy consumption at its facilities. The use of alternative fuels increased in 2016 to 8.6 per cent thermal basis. Titan Group’s subsidiary companies, GAEA Bulgaria and GAEA Egypt, have the objective of sourcing and producing suitable alternative fuels for the cement plants. Titan Group addresses carbon emissions in line with the Kyoto Protocol (using 1990 as the base year for CO2 emissions) and report the CO2 emissions from the cement plants. 89 In 2016, specific CO2 emissions increased marginally by 1.7 per cent to 718.0 kg CO2/tProduct, mainly due to the forced change of fuel mix in Egypt, as well as the reduction in the sales of processed fly ash, a cement substitute material produced by the Group’s U.S.-based ST Equipment and Technology subsidiary.

Titan Group cement and grinding plants specific gross direct CO2 emissions

(1) Specific emissions in each year are calculated based on the equity held by Titan Group in that year (2) Product equals cementitious product as defined by WBCSD/CSI.

Environmental Management Systems (‘‘EMS’’) have been developed and implemented at most of Titan Group installations to improve monitoring and reporting of environmental impact. All Titan Group cement plants have an EMS, ISO 14001 or similar. In 2016, a revision to the EMS was launched to meet the new certification standards defined by ISO14001/2015. All three Titan cement plants in Greece and one cement plant in Bulgaria have already integrated those requirements and have been certified accordingly. Titan Group has invested heavily in new technologies to reduce its air emissions. In 2016, Group specific dust emissions decreased by approximately 33 per cent compared to the previous year to 23.9 g/tClinker. Emissions of both nitrogen oxides and sulphur oxides in 2016 remained broadly at the same level as 2015 at 1,702.9 g/tClinker and 205.6 g/tClinker respectively. Efficient water use and management at Titan Group’s production sites is also an important sustainability goal. Titan Group implements water management systems on its sites to monitor and optimise water use and report water data in a consistent way, according to the WBCSD/CSI guidelines. In 2016, specific water consumption at Titan Group’s cement and grinding plants and their attached quarries further decreased by 11 per cent compared to 2015, reaching 255.1 L/tCement. Water recycling facilities are operating in 92 per cent of Titan Group’s cement plants. In 2016, 25.0 million m3 of water were recycled at Group level, equivalent to 82 per cent of the total water withdrawn. Rehabilitation activities and biodiversity management are a key focus area for Titan Group, mitigating the adverse impacts of the extraction process with the aim of creating a net positive effect where possible. In 2016, new rehabilitation plans were developed for the quarries of the Beni Suef cement plant in Egypt, increasing the percentage of Titan Group’s quarry sites where Quarry Rehabilitation Plans are in place and implemented to 87 per cent.

90 In 2016, total expenditures relating to the implementation of Titan Group’s environmental policy stood at A60.7 million. The following chart illustrates the breakdown of Titan Group’s environmental expenditures by activity:

Titan Group environmental expenditures (in million E)

2015 2016

Costs for environmental management ...... 14.8 19.4 Costs for reforestation ...... 0.4 0.3 Costs for rehabilitation...... 0.5 0.8 Costs for environmental training and awareness building ...... 0.2 0.2 Costs for the application of environmentally friendly technologies...... 49.9 37.9 Costs for waste management...... 2.0 2.1

Total...... 67.8 60.7

LITIGATION Litigation matters in Egypt A. Privatisation cases 1. In 2011, two former employees of Beni Suef Cement Company SAE (‘‘Beni Suef’’), filed an action before the Administrative Court of Cairo, seeking the nullification of the privatisation of Beni Suef which took place in 1999 through the sale of Beni Suef’s shares to Financiere Lafarge after a public auction. Titan Group acquired in 1999 50 per cent and in 2008 the balance of Lafarge’s interest in Beni Suef. Approximately 99.98 per cent in the share capital of Beni Suef is held today by Alexandria Portland. The Administrative Court of Cairo issued on 15 February 2014 a first instance judgment which entirely dismissed the request for cancellation of the privatisation of Beni Suef. The Court further judged the re-employment of ex-employees who had left the company in the framework of voluntary redundancy schemes. Beni Suef and the plaintiffs have already appealed against the judgment of the first instance court. On 19 January 2015, the Supreme Administrative Court issued a judgment suspending the case until the issuance of a ruling by the Supreme Constitutional Court on a lawsuit challenging the constitutionality of Law no. 32/2014 (‘‘Appeal Procedures on State Contracts Law’’). The case is still suspended and no further action has been taken as at the date of this Offering Circular. The view of Beni Suef’s lawyers is that the plaintiffs’ action is devoid of any legal or factual ground. 2. In June 2013, Beni Suef was notified of another action filed before the Administrative Court of Cairo seeking as in the above case to cancel the sale of the shares of Beni Suef to Financiere Lafarge. The Administrative Court of Cairo issued on 25 June 2015 a first instance judgment referring the case to the Investment Circuit no. 7. The latter has recently referred the case to the commissioners’ panel and no hearing date has been scheduled until now. The view of Beni Suef’s lawyers is that the action is devoid of any legal or factual ground. 3. In 2012, an ex-employee of Alexandria Portland Cement Company SAE (‘‘Alexandria Portland’’) brought an action before the Administrative Court of Alexandria against the President of the Republic of Egypt, the Prime Minister, the Minister of Investments, the Minister of Industry, the Governor of Alexandria, the Manager of the Mines and Salinas Project in Alexandria and the Manager of the Mines and Quarries Department in Alexandria seeking the annulment of the sale of the shares of Alexandria Portland to Blue Circle Cement Group in 1999. Alexandria Portland was not named defendant in the action. Following a capital market transaction concluded in 2001, Blue Circle Cement Group was acquired by Lafarge Group, which subsequently sold its interest in Alexandria Portland through two private transactions to Titan Group in 2002 and 2008. The Administrative Court of Alexandria issued on 31 January 2015 a first instance judgment which initially suspended the case until 28 May 2016 and subsequently until 15 October 2016, provided that by such date the Supreme Constitutional Court had ruled on the lawsuit challenging the constitutionality of Law no. 32/2014 (‘‘Appeal Procedures on

91 State Contracts Law’’). The case has been referred to the Administrative Court of Cairo, Investment Circuit no.1 but no hearing has been scheduled as at the date of this Offering Circular. The view of Alexandria Portland’s lawyers is that the action is devoid of any legal and factual ground. 4. In May 2013, a new action was filed by three ex-employees of Alexandria Portland seeking as in the above case the annulment of the sale of the shares of Alexandria Portland to Blue Circle Cement Group. The action has been raised against the Prime Minister, the Minister of Investment, and the Chairman of the holding company for chemical industries, the President of the Central Auditing Organisation, the legal representative of Alexandria Portland and the legal representative of Blue Circle industries. The case has been repeatedly adjourned and no judgment will be handed down from the administrative Court until the issuance of a ruling by the Supreme Constitutional Court on the lawsuit challenging the constitutionality of Law no. 32/2014. The view of Alexandria Portland’s lawyers is that the action is devoid of any legal and factual ground.

B. Other cases 1. An individual residing in the vicinity of the plant of Alexandria Portland has filed a claim before the Administrative Court of Alexandria against the Governor of Alexandria, the Head of El-Agamy District, the Minister of Trading and Industry, the Minister of Environment, the President of Alexandria Environmental Affairs Agency, the President of Industrial Development Authority and Alexandria Portland, seeking the abolition of the administrative decision of the competent Egyptian authority which issued the operating licence for the Alexandria Portland plant in Alexandria, alleging violations of environmental and related regulation. On 25 May 2014 the court decided to refer this case to the Cairo Administrative Court due to lack of jurisdiction. The case has been repeatedly adjourned and on 24 October 2015 it was referred to another division of the Court for deliberation. The case has been again repeatedly adjourned and a new hearing was scheduled on 2 December 2017. Alexandria Portland’s view is that the plant’s operating licence has been issued lawfully and in full compliance with the relevant Egyptian laws and regulations. 2. In 2007, Beni Suef obtained the licence for the construction of a second production line at the company’s plant through a bidding process run by the Egyptian Trading and Industrial Authority for the amount of EGP 134.5 million. The Egyptian Industrial Development Authority subsequently raised the value of the license to EGP 251 million. In October 2008 Beni Suef filed a case before the Administrative Court against the Minister of Trade and Industry and the chairman of the Industrial Development Authority requesting an order obliging the Industrial Development Authority to grant the expansion licence to Beni Suef for EGP 500. Alternatively, if the court rejects this request, Beni Suef is requesting the price to be the EGP 134.5 million offered by Beni Suef in the bid. The case was referred to the State Commissioners in August 2014 and it has been postponed until 22 November 2017 for submission of documents. The view of Beni Suef’s lawyers is that the outcome of the case will be positive. 3. A non-governmental organisation, the Nile Agricultural Organization, has raised a court case against Beni Suef claiming that Beni Suef has illegally occupied the plaintiff’s land and is seeking compensation to the amount of EGP 300 million. The contested land however had been legally allocated to Beni Suef many years ago by the relevant authority, the New Urban Communities Agency, and since 1988 Beni Suef has held the licences for the exploitation of the quarries on this land. A new hearing of the case was scheduled for 26 September 2016. The case has been postponed until 13 November 2017 for reporting. The view of Beni Suef’s lawyers is that the case has a high probability of being won. There are no other litigation matters which may have a material impact on the financial position of the Group.

RELATED PARTY TRANSACTIONS The Guarantor is the parent company of the Group. The Guarantor and its subsidiaries enter into various transactions with related parties during the year. The sales to and purchases from related parties are made at normal market prices. Outstanding balances at year-end are unsecured and settlement occurs in cash. Intra-group transactions are eliminated on consolidation. Related party transactions exclusively reflect transactions between the companies of the Group.

92 The following is a summary of transactions that were carried out with related parties during the years ended 31 December 2016 and 31 December 2015:

Year ended 31 December 2016

Purchases Amounts Amounts Sales to from owed by owed to related related related related parties parties parties parties

(all amounts in Euro thousands) Titan Group Other related parties...... — 624 — 344 Executives and members of the Board...... — — 15 —

— 624 15 344

Purchases Amounts Amounts Sales to from owed by owed to related related related related parties parties parties parties

(all amounts in Euro thousands) Company Aeolian Maritime Company...... 1 — — 252 Albacem S.A...... 2 — — — Interbeton Construction Materials S.A...... 19,994 8,024 8,368 4,838 Intertitan Trading International S.A...... 6,543 — 1,265 — Quarries Gournon S.A...... 3 — 1 — Adocim Cimento Beton Sanayi ve Ticaret A.S..... 2,208 — 7 — Titan Cement International Trading S.A...... 2 — — — Fintitan SRL ...... 8,378 — 2,990 — Cementi Crotone S.R.L...... 336 — 84 — Titan Cement U.K. Ltd...... 21,358 35 2,499 — Usje Cementarnica AD ...... 8,239 — 730 — Beni Suef Cement Co.S.A.E...... 1,852 — 3,592 — Alexandria Portland Cement Co. S.A.E ...... 1,053 11 2,126 — Cementara Kosjeric DOO ...... 937 — 188 — Zlatna Panega Cement AD ...... 887 — 143 — Titan America LLC...... 5,058 7 1,499 2 Essex Cement Co. LLC...... 34,888 105 1,054 12 Roanoke Cement Co. LLC ...... 2,420 — 299 — Titan Florida LLC ...... 6,614 — — — KTIMET Quarries S.A...... — 2 — — Antea Cement SHA...... 1,617 — 265 — Titan Global Finance PLC...... — 21,490 459 357,996 SharrCem Sh.P.K ...... 1,476 — 268 — Titan Beton & Aggregate Egypt LLC...... 11 — 19 — Iapetos Ltd ...... — — 795 — Other subsidiaries ...... 13 — 3 — Other related parties...... — 624 — 344 Executives and members of the Board...... — — 15 —

123,890 30,298 26,669 363,444

93 Year ended 31 December 2015

Purchases Amounts Amounts Sales to from owed by owed to related related related related parties parties parties parties

(all amounts in Euro thousands) Titan Group Other related parties...... — 1,537 — 223 Executives and members of the Board...... — — 35 —

— 1,537 35 223

Purchases Amounts Amounts Sales to from owed by owed to related related related related parties parties parties parties

(all amounts in Euro thousands) Company Aeolian Maritime Company...... 1 — — 257 Albacem S.A...... 2 — — 350 Interbeton Construction Materials S.A...... 20,222 5,025 7,050 755 Intertitan Trading International S.A...... 5,550 — 750 — Quarries Gournon S.A...... 3 — 1 — Adocim Cimento Beton Sanayi ve Ticaret A.S..... 38 — — — Titan Cement International Trading S.A...... 2 — — — Fintitan SRL ...... 8,425 — 3,681 — Cementi Crotone S.R.L...... 420 — — — Titan Cement U.K. Ltd...... 18,015 53 3 — Usje Cementarnica AD ...... 7,794 — 852 — Beni Suef Cement Co.S.A.E...... 1,869 — 2,758 — Alexandria Portland Cement Co. S.A.E ...... 1,036 10 1,191 — Cementara Kosjeric DOO ...... 973 4 312 — Zlatna Panega Cement AD ...... 1,110 — 1,074 — Titan America LLC...... 4,621 7 1,506 — Essex Cement Co. LLC...... 37,240 57 2,341 — KTIMET Quarries S.A...... — 2 — 2 Antea Cement SHA...... 1,550 3 284 — Titan Global Finance PLC...... — 22,301 — 307,105 SharrCem Sh.P.K ...... 1,327 — 403 — Other subsidiaries ...... 34 — 126 — Other related parties...... — 1,537 — 223 Executives and members of the Board...... — — 35 —

110,232 28,999 22,367 308,692

The revenue presented in the table above relates to sales of the Guarantor’s finished goods to the aforementioned subsidiaries, while purchases relate to purchases of raw materials and services by the Guarantor from the said subsidiaries. The Guarantor’s receivables primarily relate to receivables from cement sales to the said subsidiaries. The remuneration of senior executives and members of the Boards of Directors of all Titan Group companies for 2016 was A8.2 million, compared to A6.2 million for the previous year.

94 TAXATION

UNITED KINGDOM TAXATION The following applies only to persons who are the beneficial owners of Notes and is a general description of the Issuer’s understanding of current UK tax law and HM Revenue and Customs (‘‘HMRC’’), published practice, both of which may be subject to change (possibly with retrospective effect) relating to withholding taxation treatment in relation to payments of interest in respect of the Notes and stamp duties treatment in relation to the issue and transfer of the Notes. The comments do not deal with other United Kingdom tax aspects of acquiring, holding or disposing of Notes. The following is a general guide and should be treated with appropriate caution. Prospective Noteholders who may be subject to tax in a jurisdiction other than the United Kingdom or who may be unsure as to their tax position should seek their own professional advice.

1. Interest on the Notes Payment of interest on the Notes Payments of interest on the Notes may be made without deduction of or withholding on account of United Kingdom income tax provided that the Notes continue to be listed on a ‘‘recognised stock exchange’’ within the meaning of section 1005 of the Income Tax Act 2007 (the ‘‘Act’’). The Irish Stock Exchange is a recognised stock exchange for these purposes. The Notes will satisfy this requirement if they are included on the Official List of the Irish Stock Exchange and are admitted to trading on the Global Exchange Market of the Irish Stock Exchange. Provided, therefore, that the Notes remain so listed, interest on the Notes will be payable without withholding or deduction on account of United Kingdom income tax. Interest on the Notes may also be paid without withholding or deduction on account of United Kingdom income tax where interest on the Notes is paid by a company and, at the time the payment is made, the Issuer reasonably believes that: (a) the beneficial owner of the interest is a UK resident company or a non-UK resident company that carries on a trade in the United Kingdom through a permanent establishment and the payment of interest is within the charge to United Kingdom corporation tax; or (b) the person to whom the payment is made is one of the further classes of bodies or persons, and meets any relevant condition set out in sections 935-937 of the Act, provided that in either case HMRC has not given a direction (in circumstances where it has reasonable grounds to believe that it is likely that the above exemption is not available in respect of such payment of interest at the time the payment is made) that the interest should be paid subject to a deduction of tax. In most other cases, an amount must generally be withheld from payments of interest on the Notes on account of United Kingdom income tax at the basic rate (currently 20 per cent). However, where an applicable double tax treaty provides for a lower rate of withholding tax (or for no tax to be withheld) in relation to a Noteholder, HMRC can issue a notice to the Issuer to pay interest to the Noteholder without deduction of tax on account of UK income tax (or for interest to be paid with tax deducted at the rate provided for in the relevant double tax treaty). Noteholders may wish to note that, in certain circumstances, HMRC has power to obtain information (including the name and address of the beneficial owner of the interest) from any person in the United Kingdom who either pays or credits interest to or receives interest for the benefit of a Noteholder. Information so obtained may, in certain circumstances, be exchanged by HMRC with the tax authorities of other jurisdictions. The references to ‘‘interest’’ in this United Kingdom Taxation Section mean ‘‘interest’’ as understood in United Kingdom tax law. The statements do not take any account of any different definitions of ‘‘interest’’ or ‘‘principal’’ which may prevail under any other law or which may be created by the terms and conditions of the Notes or any related documentation. The above description of the United Kingdom withholding tax position assumes that there will be no substitution of an Issuer and does not consider the tax consequences of any such substitution.

2. Stamp Duty and Stamp Duty Reserve Tax (‘‘SDRT’’) No United Kingdom stamp duty or SDRT is payable on the issue of the Notes or on a transfer by delivery of the Notes.

95 GREEK TAXATION The following is a summary of certain material Greek tax consequences of the purchase, ownership and disposal of the Notes. The discussion is not exhaustive and does not purport to deal with all the tax consequences applicable to all possible categories of purchasers, some of which may be subject to special rules. Further, it is not intended as tax advice to any particular purchaser and it does not purport to be a comprehensive description or analysis of all of the potential tax considerations that may be relevant to a purchaser in view of such purchaser’s particular circumstances. The summary is based on the Greek tax laws in force on the date of this Offering Circular, published case law, ministerial decisions and other regulatory acts of the respective Greek authorities as in force at the date hereof and does not take into account any developments or amendments that may occur after the date hereof, whether or not such developments or amendments have retroactive effect. Further, non- Greek tax residents may have to submit a declaration of non-residence or produce documentation evidencing non-residence in order to claim any exemption under applicable tax laws of Greece. Holders of the Notes are advised to consult their own tax advisers as to the laws of Greece and other tax consequences of the purchase, ownership and disposal of the Notes.

Greek withholding tax Payment of principal under the Notes and the Guarantee No Greek income tax will be imposed on payments of principal to any Noteholders in respect of Notes. Payments of interest on the Notes Payments of interest on the Notes issued by the Issuer and held by: (a) Noteholders who neither reside nor maintain a permanent establishment in Greece for Greek tax law purposes (the ‘‘Non-Resident Noteholders’’) will not be subject to Greek income tax, provided that such payments are made outside of Greece by a paying or other similar agent who neither resides nor maintains a permanent establishment in Greece for Greek tax law purposes; and (b) Noteholders who either reside or maintain a permanent establishment in Greece for Greek tax law purposes (the ‘‘Resident Noteholders’’) will be subject to Greek withholding income tax currently at a flat rate of 15 per cent, if such payments are made directly to Resident Noteholders by a paying or other similar agent who either resides or maintains a permanent establishment in Greece for Greek tax law purposes. This withholding tax may not exhaust the tax liability of certain types of Resident Noteholders. Payments of interest under the Guarantee Payments of interest by the Guarantor under the Guarantee made to: (a) Resident Noteholders shall have the same tax treatment as payment of interest on the Notes described above; and (b) Non-Resident Noteholders will be subject to Greek withholding income tax currently at a flat rate of 15 per cent, subject to the provisions of any applicable tax treaty for the avoidance of double taxation of income and the prevention of tax evasion entered into between Greece and the jurisdiction in which a Non-Resident Noteholder is a tax resident. Disposal of Notes – Capital Gains Generally, taxable capital gain equals to the positive difference between the consideration received from the disposal of Notes and the acquisition price of the same Notes. For these purposes, expenses directly linked to the acquisition or sale of the Notes are included in the acquisition or sale price and are not added to or deducted from such price. Capital gains resulting from the transfer of Notes issued by the Issuer and earned by Resident Noteholders or Non-Resident Noteholders will not be subject to Greek income tax.

96 SUBSCRIPTION AND SALE

HSBC Bank plc and Socie´te´Ge´ne´rale (the ‘‘Joint Global Coordinators’’ and ‘‘Joint Active Bookrunners’’), ABN AMRO Bank N.V. and Raiffeisen Bank International AG (the ‘‘Joint Bookrunners and, together with the Joint Active Bookrunners, the ‘‘Joint Bookrunners) and Alpha Bank A.E., Eurobank Ergasias S.A., National Bank of Greece S.A. and Piraeus Bank S.A. (the ‘‘Co-Managers’’ and, together with the Joint Bookrunners, the ‘‘Managers’’) have, pursuant to a Subscription Agreement (the ‘‘Subscription Agreement’’) dated 9 November 2017, severally and not jointly agreed to subscribe or procure subscribers for the principal amount of Notes indicated next to each Manager’s name below at the issue price of 100 per cent of the principal amount of Notes less commissions. The Issuer will also reimburse the Managers in respect of certain of their expenses, and has agreed to indemnify the Managers against certain liabilities, incurred in connection with the issue of the Notes. The Subscription Agreement may be terminated in certain circumstances prior to payment of the Issuer.

United States The Notes have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in certain transactions exempt from the registration requirements of the Securities Act. Each Manager has agreed that, except as permitted by the Subscription Agreement, it will not offer, sell or deliver the Notes (a) as part of its distribution at any time or (b) otherwise until 40 days after the later of the commencement of the offering and the Closing Date within the United States or to, or for the account or benefit of, U.S. persons and that it will have sent to each dealer to which it sells any Notes during the distribution compliance period a confirmation or other notice setting forth the restrictions on offers and sales of the Notes within the United States or to, or for the account or benefit of, U.S. persons. Terms used in this paragraph have the meanings given to them by Regulation S under the Securities Act. In addition, until 40 days after the commencement of the offering, an offer or sale of Notes within the United States by any dealer that is not participating in the offering may violate the registration requirements of the Securities Act.

United Kingdom Each Manager has represented and agreed that: (a) it has complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000 (‘‘FSMA’’) with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom; and (b) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of any Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Issuer or the Guarantor.

Greece Each Manager has represented and agreed that it has complied and will comply with all applicable provisions of Law 3401/2005, implementing into Greek law the Directive 2003/71/EC (as such law was amended to also implement the Directive 2010/73/EU), as currently in force, with respect to anything done in relation to any offering of any Notes in, from or otherwise involving Greece.

General No action has been taken by the Issuer, the Guarantor or any of the Managers that would, or is intended to, permit a public offer of the Notes in any country or jurisdiction where any such action for that purpose is required. Accordingly, each Manager has undertaken that it will not, directly or indirectly, offer or sell any Notes or distribute or publish any offering circular, prospectus, form of application, advertisement or other document or information in any country or jurisdiction except under circumstances that will, to the best of its knowledge and belief, result in compliance with any applicable laws and regulations and all offers and sales of Notes by it will be made on the same terms.

97 The Managers and their respective affiliates are full service financial institutions engaged in various activities, which may include, without limitation, sales and trading, commercial and investment banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and non-financial activities and services. Certain of the Managers and their respective affiliates have provided, and may in the future provide, a variety of these services to the Issuer and the Guarantor and to persons and entities with relationships with the Issuer and the Guarantors, for which they received or will receive customary fees expenses. In particular, affiliates of certain of the Managers are lenders under certain of our existing credit facilities, and proceeds from the sale of the Notes may be used to service or repay these facilities.

98 GENERAL INFORMATION

1. Authorisation The issue of the Notes was duly authorised by a resolution of the Board of Directors of the Issuer dated 31 October 2017 and the giving of the Guarantee was duly authorised by a resolution of the Board of Directors of the Guarantor dated 1 November 2017.

2. Listing The Issuer currently intends to list the Notes on the Irish Stock Exchange and to trade the Notes on the Global Exchange Market thereof. There can be no assurance that the Issuer will be able to effect the admission of the Notes to the Official List of the Irish Stock Exchange and to trading on the Global Exchange Market thereof. The Issuer estimates that the total expenses related to admission of the Notes to trading will be approximately A13,650.

3. Clearing Systems The Notes have been accepted for clearance through Euroclear and Clearstream, Luxembourg. The ISIN for this issue is XS1716212243 and the Common Code is 171621224. The address of Euroclear is Euroclear Bank SA/NV, 1 Boulevard du Roi Albert II, B-1210 Brussels and the address of Clearstream, Luxembourg is Clearstream Banking, 42 Avenue JF Kennedy, L 1855 Luxembourg.

4. No significant change and no material adverse change Save as disclosed on pages 46 to 94 of the section entitled ‘‘Description of the Guarantor’’ and on page 3 (Interim Income Statement), page 4 (Interim Statement of Comprehensive Income), page 7 (Interim Statement of Financial Position) and page 10 (Interim Cash Flow Statement) of the unaudited, consolidated interim financial statements of the Guarantor in respect of the nine- month period ended 30 September 2017 which are incorporated by reference in this Offering Circular, there has been no material adverse change in the prospects of the Guarantor since 31 December 2016. There has been no significant change in the financial or trading position of the Group since 30 September 2017. There has been no material adverse change in the prospects of the Issuer since 31 December 2016. There has been no significant change in the financial or trading position of the Issuer since 31 December 2015.

5. Litigation Save as disclosed in the section entitled ‘‘Litigation’’ on pages 91 to 92, there are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Issuer or the Guarantor is aware) during the last 12 months which may have, or have had in the recent past, significant effects on the Group’s financial position or profitability.

6. Auditors The auditors of the Issuer are PricewaterhouseCoopers LLP, registered auditors, regulated by the Institute of Chartered Accountants in England and Wales, who have audited the Issuer’s accounts, without qualification, in accordance with International Standards on Auditing for each of the financial years ended 31 December 2016 and 31 December 2015, respectively. The auditors of the Issuer have no material interest in the Issuer and have neither resigned nor been removed during the period covered by the financial statements. The auditors of the Guarantor are PricewaterhouseCoopers S.A., a member of the Institute of Certified Public Accountants in Greece, who have audited the Guarantor’s accounts, without qualification, in accordance with International Standards on Auditing for each of the financial years ended 31 December 2016 and 31 December 2015, respectively. The auditors of the Guarantor have no material interest in the Guarantor and have neither resigned nor been removed during the period covered by the financial statements.

99 7. Documents Available For the period of 12 months following the date of this Offering Circular, copies of the following documents will be available for inspection from the registered office of the Issuer and from the specified office of the Paying Agent for the time being in London: (a) the Certificate of Incorporation and Memorandum and Articles of Association of the Issuer and the Articles of Association (with an English translation thereof) of the Guarantor; (b) the audited financial statements of the Issuer in respect of the financial years ended 31 December 2015 and 31 December 2016, respectively, in each case together with the audit reports in connection therewith; (c) the consolidated and separate financial statements of the Guarantor in respect of the financial years ended 31 December 2015 and 31 December 2016, respectively (with an English translation thereof), in each case together with the audit reports in connection therewith; (d) the unaudited, consolidated and separate financial statements of the Guarantor in respect of the six months ended 30 June 2017 and the nine months ended 30 September 2017; and (e) the Trust Deed (which includes the Guarantee) and the Agency Agreement.

8. The Managers transacting with the Issuer and the Guarantor The Managers and their affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform services to the Issuer, the Guarantor and their affiliates in the ordinary course of business for which they have received (and expect to continue to receive) customary fees and reimbursement of expenses. In addition, in the ordinary course of their business activities, the Managers and their affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers. Such investments and securities activities may involve securities and/or instruments of the Issuer, the Guarantor or their affiliates. Certain of the Managers or their affiliates that have a lending relationship with the Issuer and/or the Guarantor and routinely hedge their credit exposure to the Issuer and the Guarantor consistent with their customary risk management policies. Typically, such Managers and their affiliates would hedge such exposure by entering into transactions which consist of either the purchase of credit default swaps or the creation of short positions in securities, including potentially the Notes. Any such short positions could adversely affect future trading prices of Notes. The Managers and their affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

9. Yield The yield of the Notes is 2.375 per cent per annum calculated on the basis of the issue price of 100 per cent and as at the date of this Offering Circular.

100 INDEX OF DEFINED TERMS

Page

$ ...... 4 A ...... 3 £ ...... 4 2019 Notes ...... 43 Accountholder...... 39 Accrual Date...... 26 Act ...... 95 Additional Guarantor...... 24 Adocim...... 46 Adocim Marmara ...... 46 Affiliate ...... 24 Agency Agreement...... 22 Agent...... 22 Agents ...... 22 Albanian lek...... 3 Alexandria Portland...... 81, 91 ALL ...... 3 Alternative Clearing System ...... 40 Antea...... 68, 81 Authorised Denomination ...... 22 Beni Suef...... 81, 91 BGN...... 4 Brazilian real...... 3 BRL ...... 3 Bulgarian Lev...... 4 Business Day...... 23, 39 capital expenditure...... 47 CBE...... 82 Change of Control Event...... 29 Change of Control Period ...... 29 Cimento Apodi ...... 8 Clearing System Business Day...... 40 Clearing Systems...... 1 Clearstream, Luxembourg ...... 1 Closing Date ...... 1 Co-Managers...... 97 CO2 ...... 12 Commission’s Proposal...... 18 Consolidated EBIT ...... 33 Consolidated EBITDA ...... 33 Consolidated Net Finance Charges ...... 33 CSR...... 52 Day Count Fraction ...... 26 EBITDA ...... 47 EBRD ...... 68 Ecorecovery...... 78 EGP ...... 3 Egyptian pounds ...... 3 Electronic Consent...... 41 EMS ...... 90 ESS...... 76 ETS ...... 12 EU...... 3 EUR...... 3 euro ...... 3

101 Page

Euroclear...... 1 Events of Default...... 32 Exempt Person...... 29 F.Y.R.O.M...... 46, 73 FSMA ...... 97 FTT...... 18 GAEA ...... 80 Global Note Certificate...... 1 Group...... 4, 24 Guarantee ...... 23 Guarantor ...... 1, 22, 46 HMRC...... 95 Holder ...... 22 Holding Company ...... 24, 29 IBGE...... 83 IFC...... 51, 79 IMF...... 6 Indebtedness...... 24 Indebtedness for Borrowed Money ...... 33 Individual Note Certificates...... 1 Interest Payment Date ...... 26 Issue Date ...... 26 Issuer...... 1, 22 Joint Active Bookrunners ...... 97 Joint Bookrunners ...... 97 Joint Global Coordinators...... 97 Kosjeric ...... 80 LCTPi ...... 89 LOTO...... 89 LTIFR...... 89 LTIs ...... 89 Managers ...... 97 Material Subsidiary...... 33 NESHAP...... 11 New Issuer ...... 34 Non-Resident Noteholders ...... 96 Note Certificate...... 22 Noteholder ...... 22 Noteholders...... 22 Notes...... 1, 22 participating Member States...... 18 Paying Agents ...... 22 Payment Business Day...... 27, 40 PCA ...... 56 Pennsuco ...... 75 Permitted Disposal...... 34 Permitted Reorganisation ...... 34 pounds Sterling ...... 4 Principal Paying Agent ...... 22 Proceedings ...... 38 Project Finance Company ...... 24 Project Finance Indebtedness ...... 25 PTP ...... 50 Put Date...... 30 Put Event ...... 28 Put Event Notice ...... 29 Put Notice...... 30 Put Period ...... 30

102 Page

Rate of Interest...... 26 Rating Agency ...... 29 Record Date...... 27 Register ...... 22 Registrar...... 22 Regulation S ...... 1 Relevant Date ...... 31 Relevant Indebtedness ...... 25 Relevant Jurisdiction ...... 31 Relevant Period...... 35 Relevant Potential Change of Control Announcement...... 29 Reorganisation...... 34 Resident Noteholders...... 96 Roanoke...... 75 RSD ...... 3 S&P ...... 1, 29 SDRT...... 95 Securities Act ...... 1 Securitisation Indebtedness...... 25 Security Interest ...... 26 Serbian dinar...... 3 Sharr ...... 81 SNIC ...... 57 Subscription Agreement...... 97 Subsidiary ...... 26 Taxes...... 30 Tender Offer ...... 43 Titan America ...... 73 Titan Cement Egypt...... 81 Titan Greece ...... 77 Titan Group...... 4, 46, 73 Total Assets ...... 35 Transfer Agents ...... 22 Trust Deed ...... 22 Trustee ...... 22 TRY ...... 3 Turkish lira ...... 3 U.S. dollars ...... 4 UN 2030 Agenda ...... 88 UNGC ...... 88 Usje ...... 79 VELP ...... 56, 82 WBCSD/CSI ...... 87 Zlatna...... 80

103 THE ISSUER THE GUARANTOR Titan Global Finance Plc Titan Cement Company S.A. No. 12 Shed 22A Halkidos Street King George Dock 111 43 Athens Hull HU9 5PR Greece United Kingdom

TRUSTEE Wells Fargo Trust Corporation Limited One Plantation Place 30 Fenchurch Street London EC3M 3BD

PRINCIPAL PAYING AGENT Socie´te´Ge´ne´rale Bank and Trust 11 Avenue Emile Reuter L2420 Luxembourg

LEGAL ADVISERS To the Issuer and the Guarantor as to English law To the Managers and the Trustee as to English law Shearman & Sterling (London) LLP Allen & Overy LLP 9 Appold Street One Bishops Square London EC2A 2AP London E1 6AD United Kingdom United Kingdom

To the Managers and the Trustee as to Greek law Bernitsas Law Firm 5 Lykavittou Street GR-10672 Athens Greece

AUDITORS To the Guarantor To the Issuer PricewaterhouseCoopers S.A. PricewaterhouseCoopers LLP 268 Kifissias Ave 2 Humber Quays 152 32 Halandri Wellington Street West Athens Hull HU1 2BN Greece United Kingdom

LISTING AGENT J & E Davy (trading as Davy) 49 Dawson Street Dublin 2 Ireland

104 Black&Callow — c113576