TITAN CEMENT COMPANY S.A. (Incorporated with Limited Liability in the Hellenic Republic) Issue Price: 100 Per Cent

Proof 4: 7.7.14

PROSPECTUS

TITAN GLOBAL FINANCE PLC (incorporated with limited liability in England and Wales) A300,000,000 4.25 per cent Guaranteed Notes due 2019 unconditionally and irrevocably guaranteed by TITAN CEMENT COMPANY S.A. (incorporated with limited liability in the Hellenic Republic) Issue price: 100 per cent

The A300,000,000 4.25 per cent guaranteed notes due 2019 (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 at par plus accrued interest in the event of certain tax changes as described under ‘‘Conditions of the Notes – Redemption and Purchase’’. The Notes mature on 10 July 2019. Application has been made to the Commission de Surveillance du Secteur Financier (the ‘‘CSSF’’) in its capacity as competent authority under the Luxembourg Act dated 10 July 2005 (as amended by the law of 3 July 2012, the ‘‘Luxembourg Act’’) on prospectuses for securities to approve this document as a prospectus and to the Luxembourg Stock Exchange for the listing of the Notes on the Official List of the Luxembourg Stock Exchange and admission to trading on the Luxembourg Stock Exchange’s regulated market. The CSSF gives no undertaking as to the economic and financial soundness of the transaction and the quality or solvency of the Issuer in line with the provisions of article 7 (7) of the Luxembourg Law on prospectuses for securities. 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. S&P is established in the European Union and registered under Regulation (EU) No. 1060/2009 (as amended) (the ‘‘CRA Regulation’’). As such, S&P is included in the list of credit rating agencies published by the European Securities and Markets Authority on its website www.esma.europa.eu/page/ List-registered-and-certified-CRAs (list last updated on 21 May 2014) in accordance with the CRA Regulation. An investment in the Notes involves certain risks. Prospective investors should have regard to the factors described under the heading ‘‘Risk Factors’’ on pages 5 to 19. The Notes will initially be represented by a temporary global note (the ‘‘Temporary Global Note’’), without interest coupons, which will be deposited on or about 10 July 2014 (the ‘‘Closing Date’’) with a common safe-keeper for Euroclear Bank S.A./N.V. (‘‘Euroclear’’) and Clearstream Banking, socie´te´ anonyme (‘‘Clearstream, Luxembourg’’). Interests in the Temporary Global Note will be exchangeable for interests in a permanent global note (the ‘‘Permanent Global Note’’ and, together with the ‘‘Temporary Global Note’’, the ‘‘Global Notes’’), without interest coupons, on or after 20 August 2014 (the ‘‘Exchange Date’’), upon certification as to non-U.S. beneficial ownership. Interests in the Permanent Global Note will be exchangeable for definitive Notes only in certain limited circumstances – see ‘‘Summary of Provisions relating to the Notes while represented by the Global Notes’’.

Global Coordinators and Joint Bookrunners HSBC J.P. Morgan Socie´te´Ge´ne´rale

Joint Bookrunners Alpha Bank Eurobank NBG Securities The date of this Prospectus is 8 July 2014 This Prospectus comprises a prospectus for the purposes of Article 5.3 of Directive 2003/71/EC as amended (which includes the amendments made by Directive 2010/73/EU to the extent that such amendments have been implemented in a relevant Member State of the European Economic Area) (the ‘‘Prospectus Directive’’) and for the purposes of the Luxembourg Act. Each of the Issuer and the Guarantor accepts responsibility for the information contained in this Prospectus. 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 Prospectus 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 Prospectus 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 Prospectus is true and accurate in all material respects and is not misleading, that the opinions and intentions expressed in this Prospectus are honestly held and that there are no other facts the omission of which would make this Prospectus 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 Prospectus 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 Prospectus should be read and construed on the basis that such documents are incorporated in and form part of the Prospectus. Neither the Joint Bookrunners (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 Joint Bookrunners or the Trustee as to the accuracy or completeness of the information contained or incorporated in this Prospectus or any other information provided by the Issuer or the Guarantor in connection with the offering of the Notes. None of the Joint Bookrunners or the Trustee accepts any liability in relation to the information contained or incorporated by reference in this Prospectus 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 Prospectus 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 Joint Bookrunners or the Trustee. Neither this Prospectus 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 Joint Bookrunners or the Trustee that any recipient of this Prospectus 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 Prospectus 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 Joint Bookrunners or the Trustee to any person to subscribe for or to purchase any Notes. Neither the delivery of this Prospectus 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 Joint Bookrunners 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 United States Securities Act of 1933, as amended, (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.

c110276pu010 Proof 4: 7.7.14_07:10 B/L Revision: 0 Operator YouG 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 Prospectus 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 Prospectus and the offer or sale of Notes may be restricted by law in certain jurisdictions. The Issuer, the Guarantor, the Joint Bookrunners and the Trustee do not represent that this Prospectus 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 Joint Bookrunners or the Trustee which is intended to permit a public offering of the Notes or the distribution of this Prospectus in any jurisdiction where action for that purpose is required. Accordingly, no Notes may be offered or sold, directly or indirectly, and neither this Prospectus 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 Prospectus or any Notes may come must inform themselves about, and observe, any such restrictions on the distribution of this Prospectus and the offering and sale of Notes. In particular, there are restrictions on the distribution of this Prospectus 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 STABILISING MANAGER (THE ‘‘STABILISING MANAGER’’) (OR PERSONS ACTING ON BEHALF OF THE STABILISING 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, THERE IS NO ASSURANCE THAT THE STABILISING MANAGER (OR PERSONS ACTING ON BEHALF OF THE STABILISING MANAGER) WILL UNDERTAKE STABILISATION ACTION. 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 BE ENDED 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 STABILISING MANAGER (OR PERSONS ACTING ON BEHALF OF THE STABILISING 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, as amended, references to ‘‘Albanian lek’’ are to the lawful currency of Albania, 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, references to ‘‘BGN’’ and ‘‘Bulgarian Lev’’ are to the lawful currency of Bulgaria, references to ‘‘Japanese yen’’ and ‘‘JPY’’ are to the lawful currency of Japan, references to ‘‘pounds Sterling’’ and ‘‘£’’ are to the lawful currency of the United Kingdom of Great Britain and Northern Ireland and references to ‘‘USD’’ 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.

c110276pu010 Proof 4: 7.7.14_07:10 B/L Revision: 0 Operator YouG TABLE OF CONTENTS

Page RISK FACTORS ...... 5 DOCUMENTS INCORPORATED BY REFERENCE...... 20 CONDITIONS OF THE NOTES...... 22 OVERVIEW OF PROVISIONS RELATING TO THE NOTES WHILE REPRESENTED BY THE GLOBAL NOTES ...... 38 USE OF PROCEEDS ...... 41 DESCRIPTION OF THE ISSUER...... 42 DESCRIPTION OF THE GUARANTOR...... 44 TAXATION ...... 73 SUBSCRIPTION AND SALE ...... 78 GENERAL INFORMATION...... 80 INDEX OF DEFINED TERMS ...... 82

c110276pu010 Proof 4: 7.7.14_07:10 B/L Revision: 0 Operator YouG 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 Prospectus 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 the global economic recession and the Greek economy The 2008 credit crisis and the subsequent global recession have had an adverse effect on financial markets which very quickly spread over to sovereign credit status and rating as central banks stepped in to assist banks facing solvency issues and provide liquidity to the financial system. Subsequent developments led to a deterioration of general business conditions with increased budget deficits and cuts in government spending, collapse in investment and consumer confidence and consequently increased unemployment and exacerbated recession. Despite the aggressive measures taken by many governments as well as central banks around the world, economic recovery especially in the Organisation for Economic Co-operation and Development member countries has been slow. The financial markets crisis was followed by the sovereign debt crisis in certain financially weaker eurozone member countries, such as Greece, Cyprus, Portugal, Ireland, Italy and Spain which faced increasingly high borrowing costs and in some cases led to a bail-out process involving rescue plans agreed with the International Monetary Fund (the ‘‘IMF’’), the European Union (the ‘‘EU’’) and the European Central Bank (the ‘‘ECB’’). 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. The economic situation in the countries in which Titan Group operates has been adversely affected by the general weakening in economic conditions and the continuing turmoil in the global financial markets notably in Greece, Eastern Europe and the USA Similarly, whilst some improvements have been noted, the construction sector in the USA, 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. Variations in macroeconomic factors, including difficulties in individual countries’ ability to meet their financial obligations, as well as potential further 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 further deterioration in the international economic environment, especially in the euro markets and other significant markets where Titan Group operates (including the USA and Egypt), could have a material adverse effect on the construction sector, and consequently, Titan Group’s operations and profits. Greece The Greek economy in particular has gone through a severe recession over the past number of years and Greece has experienced unprecedented pressure on its public finances. Due to the deepening economic crisis, the Greek market witnessed a sharp contraction in building activity in the past few years and reached a 40-year low. However, the end of 2013 and beginning of 2014 has seen a general improvement in the Greek cement consumption market and it is predicted that the Greek cement

c110276pu010 Proof 4: 7.7.14_07:10 B/L Revision: 0 Operator YouG industry will grow by approximately 15 per cent in 2014 according to Titan Group estimates. There can be no assurances that this recovery will continue at present levels or at all and the Greek economy remains susceptible to risks associated with the ability of the government to access international markets and to attract funding at affordable interest rates. In the event that the Greek economy were to suffer additional set-backs it could have a material adverse effect on Titan Group’s operations and proﬁts.

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 antitrust and competition laws and related regulatory policies in the countries in which Titan Group conducts business favour increased competition and may prohibit Titan Group from making further acquisitions to the extent that it holds a leading market share in these countries. Moreover, Titan Group may be involved in actions with other individuals or companies that result in allegations by the Hellenic Competition Commission or the European Commission that Titan Group is engaged in anticompetitive behaviour. Violation of such laws and policies could potentially expose Titan Group to civil lawsuits and criminal prosecution, including fines, as well as to the payment of 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. 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 general third party, employers, public liability, directors and officers liability, product liability and environmental risks. Whilst Titan Group insures against the above-mentioned 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.

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 upon 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 USA 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

c110276pu010 Proof 4: 7.7.14_07:10 B/L Revision: 0 Operator YouG 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. Demand for cement, aggregates and other construction materials and services is subject to seasonal variation. Construction activity, and thus demand for Titan Group’s products, decreases during periods of cold weather, snow, or heavy or sustained rainfall. Consequently, demand for Titan Group’s products is lower during the winter and during the rainy season. Titan’s operations in Western Europe, the USA and Southeastern Europe are seasonal, with sales generally increasing during the second and third quarters as weather conditions are usually more favourable at these times. However, high levels of rainfall can adversely affect Titan Group’s operations during these periods. Such adverse weather conditions can materially affect Titan Group’s proﬁtability if they occur with unusual intensity, outside of the usual seasons, or last longer than usual, especially during peak construction periods.

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. Due to the commodity nature of such building materials, competition in these segments is based largely on price and, to a lesser extent, on quality and service. 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 foreign building materials. As a result, Titan Group’s profitability is generally dependent on the level of demand for such building materials and on its ability to optimise efficiency and curtail operating costs. Prices in these segments are subject to material changes in response to relatively minor fluctuations in supply and demand, general economic conditions, and other market conditions beyond Titan Group’s control. 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. Titan Group is reliant on a steady and cost-effective natural gas supply in other jurisdictions. Titan Group may not be able to pursue alternative fuels in the event that natural gas becomes unavailable or uneconomical to purchase which could adversely affect Titan Group’s business, financial condition, profitability or prospects.

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 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 force majeure events. In addition, there is a risk that equipment or production facilities may be damaged or destroyed by such events. Further, there is a risk that in certain of the jurisdictions in which Titan Group operates (notably Egypt) the supply of natural gas may be interrupted or stopped leading to a reduction in productivity levels. Whilst Titan Group seeks to mitigate supply interruptions by converting its plants to allow the use of alternative fuel (such as coal) there can be no assurances that permits and consents to undertake such conversion will be

c110276pu010 Proof 4: 7.7.14_07:10 B/L Revision: 0 Operator YouG granted on a timely basis or at all. 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. Availability of natural resources Availability of natural resources at 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. 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. 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 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, 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.

Risks related to international and domestic exposure Risks from Acquisitions Titan Group’s long term strategy includes 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 certain of its operations or joint venture or other participations, 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 be approved without

c110276pu010 Proof 4: 7.7.14_07:10 B/L Revision: 0 Operator YouG 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 minority 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 minority 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 temporarily partially or fully 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 where 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 Between 2007 and 2010, Titan Group proceeded with a number of investments which include, but are not limited to, the construction of a new plant of 1.5 million tonnes cement capacity in Albania, a second production line of 1.5 million tonnes cement capacity in Beni Suef Egypt, the buy-out of the Lafarge Group stake in Lafarge Titan Egyptian Investments, the purchase of S&W Ready Mix Concrete and the participation in the joint venture in Adocim Cemento Beton Sanayi ve Ticaret AS in Turkey. Following these investments and upgrades, in the last couple of years, Titan Group’s capital expenditure programme has been well below its depreciation level which was an active step taken by management in reaction to the challenging economic environment faced by the Group. In the medium term, capital expenditure is expected to increase in order to support the business. Titan Group has certain capital expenditure projects underway and is likely to engage in additional projects in the future including the conversion of the grinder at the Beni Suef facility in Egypt to include a coal grinding function. There can be no assurance that such expansion projects will be completed in a timely manner or on budget. Factors that could result in planned capacity increases being delayed or cancelled include construction difficulties and the failure to obtain all requisite planning and other consents. It is becoming increasingly difficult to obtain permits for new installations and quarries, particularly in developed countries. The extension of existing permits is expected to become increasingly challenging. 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.

Emerging markets and political risks In the year ended 31 December 2013, Titan Group derived 44 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 five year average contribution of 43 per cent for the years from 2009 to 2013. The uncertain situation in Egypt in turn created uncertainty around the regulatory framework. The imposition of tariffs and/or trade restrictions could render Titan Group’s operations in such an environment less economic. In some countries Titan Group is also subject to risks associated with the illegal importation of similar products which would exert downward pressure on prices and could reduce market share. 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.

c110276pu010 Proof 4: 7.7.14_07:10 B/L Revision: 0 Operator YouG Emerging markets such as Egypt often bear political risks associated with legal systems being less amalgamated 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 the Guarantor’s operations in a given market. Any such events may adversely affect Titan Group’s operating performance and proﬁtability.

Environmental regulation risks Issues regarding environmental protection and safety Titan Group’s operations are subject to environmental and safety laws and regulations, 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 health and safety. The costs of complying with these laws and regulations could increase in some jurisdictions. Titan Group is subject to extensive environmental and consumer protection laws. Titan Group’s operations and products are subject to extensive environmental and consumer protection laws and regulations adopted by the European Union and other jurisdictions in which Titan Group operates. 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. Liability may also arise through the acquisition or ownership or operation of properties and businesses. In the USA the National Emission Standards for Hazardous Air Pollutants (‘‘NESHAP’’) are promulgated by the Environmental Protection Agency for specific industry sectors or operations to set emission limits for existing and new plants based on a review of the best performing plants in that sector. These standards are periodically reviewed and revised. The NESHAP standard for portland cement was first promulgated in 1999 following various legal challenges by environmental groups and the standards were most recently revised in February 2013. Limits are set for particulate matter (‘‘PM’’) (as a surrogate for non-volatile metals), dioxin/furans (‘‘D/F’’), total hydrocarbons (‘‘THC’’; as a surrogate for organic hazardous air pollutants), hydrochloric acid (‘‘HCl’’), and mercury (‘‘Hg’’). The D/F standards are unchanged since 1999 and the Titan America cement plants are in compliance with the D/F standards. The compliance date for PM, THC, HCl and Hg is 9 September 2015, which will also require some new monitoring systems as well as various operations, maintenance and monitoring plans which Titan Group has underway for its cement plants in the USA. Because of the nature of their business operations, cement manufacturers, including Titan Group, may become subject to increasingly stringent environmental and other regulatory requirements. 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. Carbon dioxide EU allowances

Carbon dioxide (‘‘CO2’’) emissions in the cement industry result mainly from the production of clinker and the related combustion of fossil fuels. In 2005, the European Union (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 commenced in 2013 and which 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. ETS Phase III has changed the method of allocation of emissions allowances from free allocation to an auction method. However, despite that, Titan Group will continue to receive free allowances under ETS Phase III. Titan Group will be granted approximately 4.3 million tonnes per annum (reduced by approximately 1.74 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

c110276pu010 Proof 4: 7.7.14_07:10 B/L Revision: 0 Operator YouG operate in countries outside the EU, and which have lower or no emission requirements. Those free allowances will be based on a benchmark for the sector which may be lower than the ones Titan Group actually requires given the existing configuration of its production capacity and technologies. The sectors and subsectors which are deemed to be exposed to a significant risk of ‘carbon leakage’ are those that figure in an official list, which has been established by the European Commission after agreement by Member States and the European Parliament and is valid for five years. The European Commission has already announced the revised ‘carbon leakage’ list in which the cement sector is included. The European Commission will determine the next list by the end of 2014, which will apply for the years 2015-2019. The allocated free emission rights for the period 2013 to 2020 are sufficient to cover the Group’s production for its Greek and Bulgarian domestic markets. Titan Group does not expect the cost from the purchase of any additional emission allowances to have a material impact on its financial performance. However, 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 towards cement companies based outside the EU. Additionally, volatility in the price of carbon emission rights may have a material adverse effect on Titan Group’s financial condition and results of operations. At the moment, only Titan Group’s plants in Greece and Bulgaria are subject to ETS, however there is no assurance that schemes similar to ETS will not be introduced in the future in other regions where Titan Group operates. As holders of a greenhouse gas emissions permit, Titan Group’s plants in Greece and Bulgaria are allocated a quantity of freely allocated EU allowances on an annual basis, in accordance with the provisions of the EU’s Directives which govern the functioning of ETS. By 30 April in each year, Titan Group’s plants in Greece and Bulgaria have to surrender a number of allowances corresponding to their certified CO2 emissions for the previous year. CO2 emissions which exceed freely allocated allowances will have to be covered by the purchase of allowances on the market or from previous years’ reserves. If CO2 emissions are below the freely allocated allowances then the surplus allowances can be kept for use against future CO2 emissions or can be sold in the market. Compliance with changes in laws, regulations and obligations relating to climate change and emission trading could result in additional capital expenditure and reduced profitability resulting from changes 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 production delays, additional costs as well as compliance and operational risks. There can be no assurance that Titan Group’s emissions will be below the level of the freely allocated allowances each year. Also, additional, new and/or different regulations, including (but not limited to) changes in the functioning of ETS Phase III such as the imposition of tighter caps, the review of free allocation of allowances to industry and the introduction of auctioning for all allowances, could result in increases in production costs and loss of competitiveness which could have a material adverse effect on Titan Group’s financial condition or results of operation.

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 69 to 70. 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 or results of operation.

Financial and credit risks 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.

c110276pu010 Proof 4: 7.7.14_07:10 B/L Revision: 0 Operator YouG As at 31 December 2013, 31 per cent of Titan Group’s total consolidated gross debt was based on fixed interest rates and an additional 18 per cent of floating interest rate debt has been swapped to a fixed rate basis via floating to fixed interest rate swaps. 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 of 31 December 2013, Titan Group had A130 million of floating interest rate debt swapped to a fixed interest rate with an average duration of approximately one year and at an average interest rate of 2.41 per cent, part of which (A100 million notional) has been designated as cash flow hedge. The portion which has not been designated as a cash flow hedge (A30 million) impacts the income statement. Therefore any movement in the relevant interest rate curves impacts Titan Group’s profitability under finance income/expense. The portion, which has been designated as a cash flow hedge (A100 million), impacts the statement of comprehensive income and hence any movement in the relevant interest rate curves impacts Titan Group’s equity.

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. This risk is dealt with in line with approved policies which states that liabilities, and the assets that generate cash flow, should generally be denominated in the same currency as the cash flow generated from operating activities, as further described below. 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, Titan Group uses natural hedges. In accordance with Titan Group’s policy, liabilities should be denominated in the same currency as the cash flow generated from operating activities. The assets that generate the cash flow, unless in exceptional circumstances, should also be denominated in the same currency. In other markets in which Titan Group is active, the relevant borrowing needs of each subsidiary are evaluated and, if possible, 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 and Albania are shown in Turkish lira, Egyptian pounds and Albanian lek respectively and part of the corresponding funding is expressed in euro and U.S. dollars in Turkey, in euro and Japanese yen in Egypt and in euro in Albania. Titan Group reviews the cost of refinancing the obligations from euro and U.S. dollars to Turkish lira, from euro and Japanese yen to Egyptian pounds and from euro to Albanian lek and, depending on market rates and conditions, converts part of the financing into local currency. Titan Group cannot exclude that in these cases, savings on financing costs will not be eroded in the event of material devaluation of these currencies against the euro, the U.S. Dollar or Japanese yen, as the case may be. Titan Group 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 at their fair value and gains and losses are recognised as reserves in equity through other comprehensive income, except for interest, FX 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.

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.

c110276pu010 Proof 4: 7.7.14_07:10 B/L Revision: 0 Operator YouG To mitigate such exposure, Titan Group monitors the financial standing of its counterparties and tries, to the extent possible, to ensure that it has a client base which is extensive and diverse. Additional insurance cover may sometimes be requested as credit guarantee. Provisions for losses are made in the case of special credit risks. As at 31 December 2013, management considered that there were no significant credit risks which were not already covered by insurance as a guarantee for the credit extended or by a provision for doubtful receivables. However, there can be no assurance that this will continue to be the case in the future and in the event that the crisis in Greece were to return or the current positive market sentiment were to weaken, credit risks would increase. A potential credit risk also exists in cash and cash equivalents, 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 counter parties.

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 failure of Titan Group to meet its operational, investment and financing obligations or plans. As at 31 December 2013, the ratio of Titan Group’s committed long-term unutilised facilities and cash over short-term debt stood at 5.9 times. In January 2014, the Issuer secured a A455 million multi-currency forward-start revolving credit facility with a syndicate of Greek and International banks. The facility is guaranteed by the Guarantor and matures in January 2018. This facility was used to refinance the Issuer’s previous syndicated facility which was due to mature in January 2015. The Guarantor is registered, and Titan Group undertakes part of its activities, in a Eurozone country under an economic adjustment and structural reforms programme. If the programme fails or is aborted, Titan Group may face additional liquidity risks. As at the date of this Prospectus, Titan Group had sufficient cash and cash equivalents and available undrawn committed facilities to service its short term obligations by more than 3.5 times. Titan Group’s ability to make payments on and refinance its indebtedness and to fund working 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 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, 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.

c110276pu010 Proof 4: 7.7.14_07:10 B/L Revision: 0 Operator YouG 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 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 where 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.

Risks relating to the European sovereign debt crisis The deterioration of the sovereign debt of several countries, including Greece, Cyprus, Ireland, Italy, Portugal and Spain exacerbated the global economic crisis. The situation has also raised a number of uncertainties regarding the stability and overall standing of the European Monetary Union. The Eurozone saw an increase in credit spreads, together with reduced liquidity and access to financing on the market. These negative trends caused considerable turbulence on the global financial and credit markets due to the fear of a downgrading of the sovereign debt of other Eurozone countries and fiscal instability in countries such as Japan, the United Kingdom and the USA, which saw its credit rating downgraded by S&P in August 2011. Throughout the European sovereign crisis, the European countries’ leaders have tried to take measures to preserve the financial stability of the European Union and the Eurozone. In May 2010, along with Greece’s first bailout request, the European Financial Stability Facility (‘‘EFSF’’) was established, a A440 billion special purpose vehicle guaranteed by the European members, whose mandate is to safeguard financial stability in Europe by providing financial assistance to Eurozone states in need. In autumn 2011, European government leaders discussed further austerity measures, including a significant increase in the EFSF’s funds and a restructuring plan for Greece’s sovereign debt. In September 2012, the ECB announced that it was ready to provide full support through Outright Monetary Transactions (‘‘OMT’’) to all Eurozone countries that had requested a bailout and received support by EFSF and ESM programmes. In addition, the European Stability Mechanism (‘‘ESM’’) was formally established in October 2012. ESM is a permanent international financial institution that assists in preserving the financial stability of the European Monetary Union by providing temporary stability support to Eurozone countries through a lending capacity of A500 billion. The Greek economy is experiencing a deep and prolonged recession, with 2013 being the sixth consecutive year. Greece’s real gross domestic product (‘‘GDP’’) is estimated to have contracted by 0.2 per cent in 2008, 3.1 per cent in 2009, 4.9 per cent in 2010, 7.1 per cent in 2011, 7.0 per cent in 2012 and 3.9 per cent in 2013 (source: Hellenic Statistical Authority) as Greece continues to experience unprecedented pressure on its public finances, despite previously unseen international support comprising a significant restructuring of its sovereign debt. Over the last couple of years, the Greek State has committed to certain structural measures intended to restore competitiveness and promote economic growth in the country, as part of a bailout package agreed with the IMF, EU and ECB. There can be no assurance that these measures will achieve the stabilisation of the Greek economy, or that Greece will be able to repay its sovereign debt. Any deterioration in Greece’s economic situation could have a significant negative impact on the activities of Titan Group, given its considerable exposure to the country’s economy. Furthermore,

c110276pu010 Proof 4: 7.7.14_07:10 B/L Revision: 0 Operator YouG should one or more of the countries where Titan Group operates undergo another recession, this is likely to negatively impact the construction industry in such country which could, in turn, have a material adverse effect on the operating results and capital and ﬁnancial position of Titan Group.

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 Prospectus 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 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 Issuer will be dependent upon payments from the Guarantor to meet its obligations, including its obligations under the Notes. The payments to the Issuer will depend on the profitability and cash flows of the Guarantor. There can be no assurance that future borrowings will be available to the Issuer or that the Guarantor’s 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 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.

c110276pu010 Proof 4: 7.7.14_07:10 B/L Revision: 0 Operator YouG 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 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 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. Furthermore, no assurance can be given that the Guarantor’s principal shareholders will not sell or transfer all or any part of their shareholding at any time or that they will not look to reduce their holding by means of a sale to a strategic investor, an equity offering or otherwise.

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.

Investors may face foreign exchange risks by investing in the Notes. The Notes will be denominated and payable in euro 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.

c110276pu010 Proof 4: 7.7.14_07:10 B/L Revision: 0 Operator YouG 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 definitive notes in bearer form 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. The common safekeeper for Euroclear and Clearstream, Luxembourg will be the sole registered holder of the global notes. Payments of principal, interest and other amounts owing on or in respect of the relevant global notes representing the Notes will be made to Socie´te´ Geńe´rale Bank and Trust, as 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 notes representing the Notes 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 definitive Notes in bearer form 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. 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. Greek taxation The Greek taxation framework, in particular the provisions of tax law related to the taxation of the interest income from the Notes and to the capital gains from the disposal of the Notes, was recently amended and reformed by virtue of Greek Law 4172/2013 as amended and in force (the ‘‘Greek Income Tax Code’’). All regulations issued under the previous income tax code were repealed, thus

c110276pu010 Proof 4: 7.7.14_07:10 B/L Revision: 0 Operator YouG past administrative practice may not be followed going forward. As a result, no precedent exists on how the tax authorities will treat tax events in relation to the Notes. The provisions of the Greek Income Tax Code may be interpreted by the tax authorities and the competent courts in manners that may not be fully predictable. In addition, non-Greek tax residents may have to submit a declaration of non-residence or produce documentation evidencing non-residence in Greece or (as the case may be) residence in a state with which Greece has entered into a treaty for the avoidance of double taxation in order to claim any exemption under applicable tax laws of Greece. Please see ‘‘Taxation – Greek Taxation’’ for further details. Holders of Notes who are in doubt as to their personal tax position should consult their professional advisers.

EU Savings Directive Under EC Council Directive 2003/48/EC on the taxation of savings income, each Member State is required to provide to the tax authorities of another Member State details of payments of interest (or similar income payments (‘‘Savings Income’’)) paid by a person within its jurisdiction to or collected by such a person for an individual or to certain entities resident in that other Member State (interest payments on the Notes will for these purposes be Savings Income). However, for a transitional period, Luxembourg and Austria are instead operating a withholding system in relation to such payments, deducting tax at the rate of 35 per cent (the ending of such transitional period being dependent upon the conclusion of certain other agreements relating to information exchange with certain other countries). Luxembourg has announced that it will no longer apply the withholding system as from 1 January 2015 and will provide details of payments of interest and other similar income as from that date. A number of non-EU countries and certain dependent or associated territories of certain Member States have adopted and implemented similar measures (a withholding system or provision of information) in relation to payments of Savings Income made by a person within their jurisdictions to an individual, or to certain entities, resident in a Member State. In addition, Member States have entered into reciprocal arrangements with certain of those non-EU countries and dependent or associated territories of certain Member States in relation to payments of Savings Income made by a person in a Member State to an individual, or to certain entities, resident in certain dependent or associated territories or non-EU countries. On 24 March 2014, the Council of the European Union adopted a directive amending Council Directive 2003/48/EC, which, when implemented, will amend and broaden the scope of the requirements above. Member States have until 1 January 2016 to adopt the national legislation necessary to comply with this amending directive. If a payment of Savings Income were to be made or collected through a Member State, non-EU country or dependent or associated territory which has opted for a withholding system and an amount of, or in respect of, tax were to be withheld from that payment, none of the Issuer, the Guarantor or any Paying Agent nor any other person would be obliged to pay additional amounts with respect to any Note as a result of the imposition of such withholding tax. The Issuer is required to maintain a Paying Agent in a Member State that is not obliged to withhold or deduct tax pursuant to the Directive.

The proposed financial transactions tax (‘‘FTT’’) may apply to the Notes The European Commission has published a 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’’). The proposed FTT has very broad scope and could, if introduced in its current form, apply to certain dealings in the Notes (including secondary market transactions) in certain circumstances. Under current proposals 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.

c110276pu010 Proof 4: 7.7.14_07:10 B/L Revision: 0 Operator YouG The FTT 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. 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 Prospectus. 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 Prospectus. 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 a definitive Note in respect of such holding (should definitive Notes be printed) and would need to purchase a principal amount of Notes such that its holding amounts to A100,000. If definitive Notes are issued, holders should be aware that definitive Notes which have a denomination that is not an integral multiple of A100,000 may be illiquid and difficult to trade.

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 S&P has assigned a credit rating to the Notes. 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. 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.

c110276pu010 Proof 4: 7.7.14_07:10 B/L Revision: 0 Operator YouG DOCUMENTS INCORPORATED BY REFERENCE

The following documents which have previously been published or are published simultaneously with this Prospectus and have been ﬁled with the CSSF shall be incorporated in, and form part of, this Prospectus:

(a) the auditors’ report and audited ﬁnancial statements for the ﬁnancial year ended 31 December 2013 of the Issuer, as contained in the Issuer’s Annual Report and Financial Statements for the year ended 31 December 2013, 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

(b) the auditors’ report and audited ﬁnancial statements for the ﬁnancial year ended 31 December 2012 of the Issuer, as contained in the Issuer’s Annual Report and Financial Statements for the year ended 31 December 2012, 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 2013 of the Guarantor, as set out in the Guarantor’s Annual Financial Statements for the year ended 31 December 2013, including the information set out at the following pages in particular: Statement of Financial Position...... Page 59 Income Statement...... Page 57 Statement of Comprehensive Income...... Page 58 Cash Flow Statement ...... Page 62 Accounting Policies and Notes ...... Pages 65 to 146 Audit Report ...... Pages 55 to 56

(d) the auditors’ report and audited consolidated and separate ﬁnancial statements for the ﬁnancial year ended 31 December 2012 of the Guarantor, as set out in the Guarantor’s Annual Financial Statements for the year ended 31 December 2012, including the information set out at the following pages in particular: Statement of Financial Position...... Page 57 Income Statement...... Page 55 Statement of Comprehensive Income...... Page 56 Cash Flow Statement ...... Page 60 Accounting Policies and Notes ...... Pages 61 to 137 Audit Report ...... Pages 53 to 54

c110276pu020 Proof 4: 7.7.14_07:10 B/L Revision: 0 Operator YouG (e) the unaudited, consolidated and separate interim condensed financial statements of the Guarantor in respect of the three-month period ended 31 March 2014. The comparative consolidated and separate statements of financial position as at 31 December 2013 and 1 January 2013 included in these interim financial statements have been restated to reflect the adoption of IFRS 11 as detailed in Note 2.2 to such financial statements. These interim condensed financial statements have not been audited or reviewed by the Guarantor’s auditors including information set out at the following pages in particular: Interim Statement of Financial Position...... Page 6 Interim Income Statement...... Page 4 Interim Statement of Comprehensive Income...... Page 5 Interim Cash Flow Statement ...... Page 9 Notes to the Interim Condensed Financial Statements ...... Pages 10 to 40

The interim condensed consolidated financial statements as of and for the three-month period ended 31 March 2014 include an amount of approximately A52 million in intangible assets and goodwill (non-current assets). However, in accordance with IFRS 11 (which became applicable as of 1 January 2014) this amount should have been re-classified as investments in associates and joint ventures (non- current assets). This re-classification will be reflected in the interim condensed consolidated financial statements as of and for the six-month period ended 30 June 2014. 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 Prospectus shall not form part of this Prospectus. Copies of the documents incorporated by reference in this Prospectus are available for viewing on the website of the Luxembourg Stock Exchange (www.bourse.lu).

c110276pu020 Proof 4: 7.7.14_07:10 B/L Revision: 0 Operator YouG 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 A300,000,000 4.25 per cent Guaranteed Notes due 2019 (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 dated 10 July 2014 (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’’) and the holders of the interest coupons appertaining to the Notes (the ‘‘Couponholders’’ and the ‘‘Coupons’’ respectively). 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 dated 8 July 2014[*] (the ‘‘Agency Agreement’’) made between the Issuer, the Guarantor, the initial Paying Agents and the Trustee are available for inspection during normal business hours by the Noteholders and the Couponholders 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 Paying Agents. The Noteholders and the Couponholders 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 in bearer form, serially numbered, in the denominations of A100,000 and integral multiples of A1,000 in excess thereof up to and including A199,000. No Notes in deﬁnitive form will be issued with a denomination above A199,000. Each Note will be issued with Coupons attached on issue. Notes of one denomination may not be exchanged for Notes of another denomination.

1.2 Title Title to the Notes and to the Coupons will pass by delivery.

1.3 Holder Absolute Owner The Issuer, the Guarantor, any Additional Guarantor (as deﬁned in Condition 3.3), any Paying Agent and the Trustee may (to the fullest extent permitted by applicable laws) deem and treat the bearer of any Note or Coupon as the absolute owner for all purposes (whether or not the Note or Coupon shall be overdue and notwithstanding any notice of ownership or writing on the Note or Coupon or any notice of previous loss or theft of the Note or Coupon or of any trust or interest therein) and shall not be required to obtain any proof thereof or as to the identity of such bearer.

2. STATUS The Notes and the Coupons 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.

c110276pu020 Proof 4: 7.7.14_07:10 B/L Revision: 0 Operator YouG 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 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 or Couponholders, 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, the Coupons and the Trust Deed (an ‘‘Additional Guarantor’’), subject to such Additional Guarantor being incorporated under the laws of the U.S., Switzerland or any Member State of the European Union. 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 7.3) 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 60 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.

c110276pu020 Proof 4: 7.7.14_07:10 B/L Revision: 0 Operator YouG ‘‘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 (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 and Securitisation Indebtedness. ‘‘Securitisation Indebtedness’’ means indebtedness issued pursuant to a securitisation programme (including for the avoidance of doubt under Greek law 3156/2003 on 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

c110276pu020 Proof 4: 7.7.14_07:10 B/L Revision: 0 Operator YouG 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 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 10 July 2014 (the ‘‘Issue Date’’) at the rate of 4.25 per cent per annum (the ‘‘Rate of Interest’’), payable semi-annually in arrear on 10 July and 10 January in each year (each such date, an ‘‘Interest Payment Date’’). The amount of interest payable on each Interest Payment Date shall be A21.25 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, 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 in respect of Notes Payments of principal and interest in respect of each Note will be made against presentation and surrender (or, in the case of part payment only, endorsement) of the Note, except that payments of interest due on an Interest Payment Date will be made against presentation and surrender (or, in the case of part payment only, endorsement) of the relevant Coupon, in each case at the speciﬁed ofﬁce outside the United States or its possessions of any of the Paying Agents.

c110276pu020 Proof 4: 7.7.14_07:10 B/L Revision: 0 Operator YouG 6.2 Method of Payment Payments will be made by credit or transfer to a euro account (or any other account to which euro may be credited or transferred) specified by the payee or, at the option of the payee, by euro cheque. 6.3 Missing Unmatured Coupons Each Note should be presented for payment together with all relative unmatured Coupons, failing which the full amount of any relative missing unmatured Coupon (or, in the case of payment not being made in full, that proportion of the full amount of the missing unmatured Coupon which the amount so paid bears to the total amount due) will be deducted from the amount due for payment. Each amount so deducted will be paid in the manner mentioned above against presentation and surrender (or, in the case of part payment only, endorsement) of the relative missing Coupon at any time before the expiry of ten years after the Relevant Date (as defined in Condition 8) in respect of the relevant Note (whether or not the Coupon would otherwise have become void pursuant to Condition 9) but not thereafter. 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. 6.5 Payment only on a Presentation Date A holder shall be entitled to present a Note or Coupon for payment only on a Presentation Date and shall not, except as provided in Condition 5, be entitled to any further interest or other payment if a Presentation Date is after the due date. ‘‘Presentation Date’’ means a day which (subject to Condition 9): (a) is or falls after the relevant due date; (b) is a Business Day in London, Athens and the place of the specified office of the Paying Agent at which the Note or Coupon is presented for payment; and (c) in the case of payment by credit or transfer to a euro account as referred to above, is a TARGET2 Settlement Day. In this Condition, ‘‘Business Day’’ means, in relation to any place, a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in that place and ‘‘TARGET2 Settlement Day’’ means any day on which the Trans-European Automated Real- Time Gross Settlement Express Transfer (TARGET2) System is open. 6.6 Initial Paying Agent The name of the initial Paying Agent and its initial specified office 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: (a) there will at all times be a Principal Paying Agent; (b) there will at all times be at least one Paying Agent (which may be the Principal Paying Agent) having its specified office in a European city which so long as the Notes are listed on the Luxembourg Stock Exchange shall be London or such other place as the rules and regulations of the Luxembourg Stock Exchange shall permit; (c) the Issuer undertakes that it will ensure that it maintains a Paying Agent in a Member State of the European Union that is not obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC or any law implementing or complying with, or introduced in order to conform to, such Directive; and (d) the Issuer undertakes that, in the event that it, the Guarantor or any Additional Guarantor would (but for Condition 8.1(b)) be obliged to pay additional amounts on or in respect of any Note or Coupon pursuant to Condition 8 by virtue of such Note or Coupon being presented for payment in the United Kingdom or Greece or the jurisdiction

c110276pu020 Proof 4: 7.7.14_07:10 B/L Revision: 0 Operator YouG of any Additional Guarantor, it will appoint and at all times thereafter maintain a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the Issuer, the Guarantor or any Additional Guarantor is incorporated. 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 10 July 2019. 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 July 2014, on the next Interest Payment Date either (i) the Issuer would be required to pay additional amounts as provided or referred 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 and the Couponholders. 7.3 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

c110276pu020 Proof 4: 7.7.14_07:10 B/L Revision: 0 Operator YouG 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, 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 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) within ten Business Days after the occurrence of such Put Event, 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 7.3; 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 7.3: A‘‘Change of Control Event’’ shall occur if any person, directly or indirectly, alone or with any person(s) 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 (the ‘‘Relevant Person’’), acquires at any time securities and, as a result of such an acquisition, more than 50 per cent of the voting rights in the Guarantor or a Holding Company, provided that a Change of Control Event shall not occur if: (i) all or substantially all of the shareholders of the Relevant Person immediately after the event which would otherwise have constituted a Change of Control Event are shareholders of the Guarantor or any Holding Company in either case immediately prior to the event which would otherwise have constituted a Change of Control Event with the same (or substantially the same) pro rata interests in the share capital of the Relevant Person as such shareholders had in the share capital of the Guarantor or such Holding Company immediately prior to such event; and/or (ii) there is no change in control of the Guarantor as compared with the control of the Guarantor as at 10 July 2014, immediately after the event which would otherwise have constituted a Change of Control Event. For the purposes of this sub-paragraph (ii), control means control by virtue of the direct (direct including descendants, heirs, legatees or devisees) or indirect (indirect including through relatives up to second degree by blood or marriage, spouse, former spouse or legal trusts) ownership of the majority of voting rights in the Guarantor or the right (including through the direct or indirect means described above) to appoint management or direct policies by virtue of ownership of share capital, contract or otherwise. ‘‘Change of Control Period’’ means the period: (a) 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 (b) 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); ‘‘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/

c110276pu020 Proof 4: 7.7.14_07:10 B/L Revision: 0 Operator YouG 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. (d) Such option may be exercised by the holder delivering its Note(s), 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, accompanied by 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 7.3. The Notes should be delivered together with all Coupons appertaining thereto maturing after the date (the ‘‘Put Date’’) seven days after the expiry of the Put Period. The Paying Agent to which such Note and Put Notice are delivered will issue to the Noteholder concerned a non- transferable receipt in respect of the Note so delivered. Payment in respect of any Note so delivered 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 7.3 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 7.3, 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 7.3(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. 7.4 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 (provided that all unmatured Coupons appertaining to the Notes are purchased with the Notes) in any manner and at any price. 7.5 Cancellations All Notes which are (a) redeemed or (b) purchased by or on behalf of the Issuer, the Guarantor, any Additional Guarantor or any of the Guarantor’s or any Additional Guarantor’s other Subsidiaries will forthwith be cancelled, together with all relative unmatured Coupons attached to the Notes or surrendered with the Notes, and accordingly may not be held, reissued or resold.

c110276pu020 Proof 4: 7.7.14_07:10 B/L Revision: 0 Operator YouG 7.6 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 7.3) 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 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 and Couponholders after the withholding or deduction shall equal the respective amounts which would have been receivable in respect of the Notes or, as the case may be, Coupons 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 or Coupon:

(a) presented for payment by or on behalf of, a holder who is liable to the Taxes in respect of the Note or Coupon by reason of his having some connection with any Relevant Jurisdiction other than the mere holding of the Note or Coupon; or

(b) presented for payment in any Relevant Jurisdiction; or

(c) where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to European Council Directive 2003/48/EC or any other Disclosure implementing the conclusions of the ECOFIN council meeting of 26- 27 November 2000 on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such Directive; or

(d) presented for payment by or on behalf of a holder who would have been able to avoid such withholding or deduction by presenting the relevant Note or Coupon to another Paying Agent in a Member State of the European Union; or

(e) presented for payment 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).

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 and Coupons.

c110276pu020 Proof 4: 7.7.14_07:10 B/L Revision: 0 Operator YouG 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 Notes and Coupons will become void unless presented for payment within periods of ten years (in the case of principal) and ﬁve years (in the case of interest) from the Relevant Date in respect of the Notes or, as the case may be, the Coupons, subject to the provisions of Condition 6.

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 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 7.3) 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 A25,000,000 (or its equivalent in any other currency); or

c110276pu020 Proof 4: 7.7.14_07:10 B/L Revision: 0 Operator YouG (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 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,

c110276pu020 Proof 4: 7.7.14_07:10 B/L Revision: 0 Operator YouG 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 (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, in relation to: (a) a disposal by the Guarantor of any of its assets, holdings or shares to any Additional Guarantor; or (b) 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 six 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); 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); or (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 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 is confirmed by an opinion of counsel satisfactory to the Trustee to constitute a valid Reorganisation under the laws of the relevant jurisdiction, and results in the Guarantor and/or 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 (b) the solvent liquidation of any member of the Group (other than the Issuer, the Guarantor or any Additional Guarantor).

c110276pu020 Proof 4: 7.7.14_07:10 B/L Revision: 0 Operator YouG ‘‘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, the Notes and the Coupons, but it shall not be bound to take any such proceedings or any other action in relation to the Trust Deed, the Notes or the Coupons 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 or Couponholder 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 NOTES AND COUPONS Should any Note or Coupon be lost, stolen, mutilated, defaced or destroyed it may be replaced at the speciﬁed ofﬁce of the Principal Paying Agent 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 Notes or Coupons must be surrendered before replacements will be issued.

13. NOTICES All notices to the Noteholders will be valid if published in a leading English language daily newspaper with general circulation in Europe as the Trustee may approve and, so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of that exchange so require, in one daily newspaper published in Luxembourg approved by the Trustee or on the Luxembourg Stock Exchange’s website www.bourse.lu. It is expected that publication will normally be made in the Luxemburger Wort or the Tageblatt. The Issuer shall also ensure that notices are duly published in a manner which complies with the rules and regulations of any stock exchange or the relevant authority on which the Notes are for the time being listed. Any such notice will be deemed to have been given on the date of the ﬁrst publication or, where required to be published in more than one newspaper, on the date of the ﬁrst publication in all required newspapers. If publication as provided above is not practicable, notice will be given in such other manner, and shall be deemed to have been given on such date, as the Trustee may approve. Couponholders will be deemed for all purposes to have notice of the contents of any notice given to the Noteholders in accordance with this paragraph.

c110276pu020 Proof 4: 7.7.14_07:10 B/L Revision: 0 Operator YouG 14. SUBSTITUTION The Trust Deed contains provisions permitting the Trustee, without the consent of the Noteholders or Couponholders, 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, the Coupons 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; (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, and on all Couponholders. 15.2 Modification, Waiver, Authorisation and Determination The Trustee may agree, without the consent of the Noteholders or Couponholders, 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 or Couponholders (whatever their number) and, in particular but without limitation, shall not have regard to the consequences of any such exercise for individual Noteholders or Couponholders (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 or Couponholder 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 or Couponholders 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.

c110276pu020 Proof 4: 7.7.14_07:10 B/L Revision: 0 Operator YouG 15.4 Notification to the Noteholders Any modification, abrogation, waiver, authorisation, determination or substitution shall be binding on the Noteholders and the Couponholders 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.

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 or Couponholders 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 and Couponholders.

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 or Couponholders, 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 Stock 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 Stock 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 Stock 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 Stock 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. For so long as the Guarantor’s equity is listed on the Athens Stock Exchange and/or any other regulated market in an EU-member country, the provisions of this Condition 17 will not apply.

c110276pu020 Proof 4: 7.7.14_07:10 B/L Revision: 0 Operator YouG 18. FURTHER ISSUES The Issuer is at liberty from time to time without the consent of the Noteholders or Couponholders 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 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, the Coupons and any non-contractual obligations arising out of or in connection with the Trust Deed (including the Guarantee), the Notes and the Coupons 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, the Noteholders and the Couponholders 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, the Notes or the Coupons (including a dispute relating to any non-contractual obligations arising out of or in connection with the Trust Deed, the Notes or the Coupons) 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, the Noteholders and the Couponholders may take any suit, action or proceeding arising out of or in connection with the Trust Deed, the Notes or the Coupons 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, the Notes or the Coupons) 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 UK Ltd 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.

c110276pu020 Proof 4: 7.7.14_07:10 B/L Revision: 0 Operator YouG OVERVIEW OF PROVISIONS RELATING TO THE NOTES WHILE REPRESENTED BY THE GLOBAL NOTES

The following is an overview of the provisions to be contained in the Trust Deed to constitute the Notes and in the Global Notes which will apply to, and in some cases modify, the Conditions of the Notes while the Notes are represented by the Global Notes.

1. Exchange The Permanent Global Note will be exchangeable in whole but not in part (free of charge to the holder) for deﬁnitive Notes only:

(a) if either Euroclear or Clearstream, Luxembourg is closed for business for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise) or announces an intention permanently to cease business or does in fact do so and no alternative clearing system satisfactory to the Trustee is available; or

(b) if the Issuer would suffer a disadvantage as a result of a change in laws or regulations (taxation or otherwise) or as a result of a change in the practice of Euroclear and/or Clearstream, Luxembourg which would not be suffered were the Notes in deﬁnitive form and a certiﬁcate to such effect signed by two Directors of the Issuer is given to the Trustee.

Thereupon (in the case of (a) above) the holder of the Permanent Global Note (acting on the instructions of one or more of the Accountholders (as defined below)) or the Trustee may give notice to the Issuer and (in the case of (b) above) the Issuer may give notice to the Trustee and the Noteholders, of its intention to exchange the Permanent Global Note for definitive Notes on or after the Exchange Date (as defined below).

On or after the Exchange Date the holder of the Permanent Global Note may or, in the case of (b) above, shall surrender the Permanent Global Note to or to the order of the Principal Paying Agent. In exchange for the Permanent Global Note the Issuer will deliver, or procure the delivery of, an equal aggregate principal amount of deﬁnitive Notes (having attached to them all Coupons in respect of interest which has not already been paid on the Permanent Global Note), security printed in accordance with any applicable legal and stock exchange requirements and in or substantially in the form set out in the Trust Deed. On exchange of the Permanent Global Note, the Issuer will procure that it is cancelled and, if the holder so requests, returned to the holder together with any relevant deﬁnitive Notes.

For these purposes, ‘‘Exchange Date’’ means a day specified in the notice requiring exchange falling not less than 60 days after that on which such notice is given and being a day on which banks are open for general business in the place in which the specified office of the Principal Paying Agent is located and, except in the case of exchange pursuant to (a) above, in the place in which the relevant clearing system is located.

2. Payments On and after 10 July 2014, no payment will be made on the Temporary Global Note unless exchange for an interest in the Permanent Global Note is improperly withheld or refused. Payments of principal and interest in respect of Notes represented by a Global Note will, subject as set out below, be made to the bearer of such Global Note and, if no further payment falls to be made in respect of the Notes, against surrender of such Global Note to the order of the Principal Paying Agent or such other Paying Agent as shall have been notified to the Noteholders for such purposes. The Issuer shall procure that the amount so paid shall be entered pro rata in the records of Euroclear and Clearstream, Luxembourg and the nominal amount of the Notes recorded in the records of Euroclear and Clearstream, Luxembourg and represented by such Global Note will be reduced accordingly. Each payment so made will discharge the Issuer’s obligations in respect thereof. Any failure to make the entries in the records of Euroclear and Clearstream, Luxembourg shall not affect such discharge. Payments of interest on the Temporary Global Note (if permitted by the first sentence of this paragraph) will be made only upon certification as to non-U.S. beneficial ownership unless such certification has already been made.

c110276pu020 Proof 4: 7.7.14_07:10 B/L Revision: 0 Operator YouG 3. Notices For so long as all of the Notes are represented by one or both of the Global Notes and such Global Note(s) is/are held on behalf of Euroclear and/or Clearstream, Luxembourg, notices to Noteholders may be given by delivery of the relevant notice to Euroclear and/or Clearstream, Luxembourg (as the case may be) for communication to the relative Accountholders rather than by publication as required by Condition 13, provided that, so long as the Notes are listed on the Luxembourg Stock Exchange, notice will also be given by publication on the website of the Luxembourg Stock Exchange www.bourse.lu or in a daily newspaper published in Luxembourg if and to the extent that the rules of the Luxembourg Stock Exchange so require. 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 (as the case may be) as aforesaid. Whilst any of the Notes held by a Noteholder are represented by a Global Note, notices to be given by such Noteholder may be given by such Noteholder (where applicable) through Euroclear and/or Clearstream, Luxembourg and otherwise in such manner as the Principal Paying Agent and Euroclear and Clearstream, Luxembourg may approve for this purpose.

4. Accountholders For so long as all of the Notes are represented by one or both of the Global Notes and such Global Note(s) is/are held on behalf of Euroclear and/or Clearstream, Luxembourg, each person (other than Euroclear or Clearstream, Luxembourg) 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 but not limited to, 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 principal amount of such Notes, the right to which shall be vested, as against the Issuer, the Guarantor and the Trustee, solely in the bearer of the relevant Global Note in accordance with and subject to its terms and the terms of the Trust Deed. Each Accountholder must look solely to Euroclear or Clearstream, Luxembourg, as the case may be, for its share of each payment made to the bearer of the relevant Global Note.

5. Calculation of Interest For so long as all of the Notes are represented by one or both of the Global Notes, if interest is required to be paid in respect of a Note on any date other than an Interest Payment Date such interest shall be calculated in respect of the aggregate outstanding nominal amount of the Notes represented by such Global Note(s).

6. Prescription Claims against the Issuer and the Guarantor in respect of principal and interest on the Notes represented by a Global Note will be prescribed after ten years (in the case of principal) and ﬁve years (in the case of interest) from the Relevant Date (as deﬁned in Condition 8).

7. Cancellation Cancellation of any Note represented by a Global Note and required by the Conditions of the Notes to be cancelled following its redemption or purchase will be effected by appropriate entries being made in the records of Euroclear and Clearstream, Luxembourg to reﬂect such redemption or purchase and cancellation.

8. Put Option For so long as all of the Notes are represented by one or both of the Global Notes and such Global Note(s) is/are held on behalf of any clearing system, the option of the Noteholders provided for in Condition 7.3 may be exercised by an Accountholder giving notice to the Principal Paying Agent in accordance with the standard procedures of the relevant clearing

c110276pu020 Proof 4: 7.7.14_07:10 B/L Revision: 0 Operator YouG 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 represented by the Permanent Global Note shall be adjusted accordingly.

9. Eurosystem eligibility The Notes are to be issued in new global note form and intended upon issue to be held in a manner which would allow Eurosystem eligibility and therefore, deposited with one of 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.

10. Euroclear and Clearstream, Luxembourg References in the Global Notes 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 new global note form and approved by the Trustee.

c110276pu020 Proof 4: 7.7.14_07:10 B/L Revision: 0 Operator YouG USE OF PROCEEDS

The net proceeds of the issue of the Notes, amounting to approximately A296 million, will be applied by the Issuer to reﬁnance existing debt as set out below. The Issuer will reﬁnance its existing debt in the manner and in the amounts set out below:

Amount to Amount remain Outstanding outstanding (in E millions) Amount to following as at 30 June be repaid repayment Facility 2014 (in E millions) (in E millions) Revolving Credit Facility 307.8 295.7 12

c110276pu020 Proof 4: 7.7.14_07:10 B/L Revision: 0 Operator YouG DESCRIPTION OF THE ISSUER

1. History Titan Global Finance Plc (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 Titan Cement Company S.A. 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, bringing the Issuer’s share capital to £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 Managing Partner, Member of the Non-executive member of the Board Board, Rollits since 2 April 2007 Lawrence Hugh Wilt, Jr. Director Vice President and CFO, Titan Executive member of the Board America LLC since 23 March 2010 Karen Virginia Fittler Director Director of Tax, Titan America Executive member of the Board LLC since 23 March 2010 George Kyrtatos Director Director, Separation Technologies Executive member of the Board U.K. LTD since 24 September 2010

The company secretary of the Issuer is Rollits Company Secretaries Limited. The address of the company secretary is Wilberforce Court, High Street, Hull HU1 1YJ, UK.

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.

c110276pu030 Proof 4: 7.7.14_07:10 B/L Revision: 0 Operator YouG 6. Financial Statements The table below sets out a summary of selected financial information of the Issuer at and for the years ended 31 December 2013 and 31 December 2012. The financial information presented below is derived from the audited financial statements of the Issuer.

Year ended 31 December 2013 2012 (Amounts in Euro thousands) Proﬁt and loss account Administrative Expenses (522) (597)

Finance Income 55,973 49,981 Finance Costs (55,350) (47,917)

Proﬁt before income tax 101 1,467 Income Tax Expense (23) (407)

Total comprehensive income 78 1,060

BALANCE SHEET Assets Non Current Assets Loans and other receivables 983,969 880,039

Current Assets Loans and other receivables 65,780 110,184 Cash and cash equivalents 6,070 13,524 Current tax receivable 29 17

71,879 123,725 Total assets 1,055,848 1,003,764

Equity and liabilities Equity attributed to owners of the parent Ordinary shares 3,287 3,287 Retained earnings 5,701 5,623

Total Equity 8,988 8,910

Liabilities Non-current liabilities Loans and other payables 537,257 74,813 Borrowings 453,863 412,109

991,120 486,922

Current liabilities Loans and other payables 55,740 410,862 Borrowings — 97,070

55,740 507,932

Total liabilities 1,046,860 994,854

Total equity and liabilities 1,055,848 1,003,764

c110276pu030 Proof 4: 7.7.14_07:10 B/L Revision: 0 Operator YouG 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 (‘‘G.E.M.I.’’) 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: Greece and Western Europe, the USA, Southeastern Europe and the Eastern Mediterranean. A list of the subsidiaries of the Guarantor can be found in Note 12 of the unaudited, consolidated and separate interim condensed financial statements of the Guarantor for the three-month period ended 31 March 2014, on pages 23 to 25, which have been incorporated by reference in this Prospectus. As at 25 June 2014 the Guarantor had a market capitalisation of A2.0 billion and as at 9 December 2013 S&P had assigned the Guarantor a rating of BB with a stable outlook. The table below shows the pro forma capitalisation of Titan Group as at 31 March 2014:

Illustrative capitalisation before and after issuance of the Notes (in A millions)

After Illustrative 31 March issuance of Cash Flow 2014 Adjustment the Notes Ratios Existing bank and other Debt 518.6 (295.7) 222.9 Existing Senior Notes (Net BV) 195.9 — 195.9 New senior notes — 300.0 300.0 Total Consolidated Debt 714.5 4.3 718.8 3.5x(1) Cash and cash equivalents (174.0) — (174.0) (0.9x)(2) Total Consolidated Debt less Cash and Cash equivalents 540.5 4.3 544.8 2.7x(3)

(1) Total Consolidated Debt divided by LTM (last 12 months) EBITDA of B203 million as at 31 March 2014. (2) Cash and cash equivalents divided by LTM EBITDA of B203 million as at 31 March 2014. (3) Total Consolidated Debt less cash and cash equivalents divided by LTM EBITDA of B203 million as at 31 March 2014.

Titan Group operates a multi-regional business with 3 cement plants in Greece, 2 in each of the USA and Egypt and 1 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, USA Titan Group continues to diversify its operations outside Greece with Greece and Western Europe accounting for approximately 19 per cent of the Group’s total assets as at 31 March 2014. Titan Group has grown its production base throughout the economic downturn with cement production capacity increasing by 19 per cent in the period 2008 to 2013 reaching a total annual cement production capacity of approximately 24.9 million tonnes (including cementitious materials). This growth has been driven in part by Titan Group’s geographic diversiﬁcation which allowed areas of growth to mitigate the effects of regions in which the construction sector has remained stagnant.

c110276pu030 Proof 4: 7.7.14_07:10 B/L Revision: 0 Operator YouG The following diagrams show the geographic diversiﬁcation of the Group’s operations and its cement production capacity by country:

Greece and Western Europe USA Southeastern Europe Eastern Mediterranean

UK Turkey Serbia Greece Montenegro Kosovo Bulgaria

Italy France FYRoMacedonia Egypt Albania

Key Figures Key Figures Key Figures Key Figures 3 cement plants capacity 7m MT 2 cement plants capacity 3.5m MT 5 cement plants capacity 5.6m MT 3 cement plants capacity 7.5m MT 1 grinding plant 6 quarries 11 quarries 2 grinding plants 27 quarries 88 ready mix plants 9 ready mix plants 17 quarries 28 ready mix plants 17 distribution terminals 2 distribution terminals 5 ready mix plants 4 distribution terminals 9 concrete block plants Alternative fuels installation, GAEA 1 distribution terminal 1 dry mortar plant 7 fly-ash processing plants in the USA and 1 in Canada

2013 Actual 2013 Actual 2013 Actual 2013 Actual

Turnover EBITDA Turnover EBITDA Turnover EBITDA Turnover EBITDA

16% 18% 21% 7% 26% 35% 32% 45%

€250m €14m €411m €32m €215m €63m €300m €87m

For the year ended 31 December 2013, the Group generated turnover of A1.18 billion and proﬁt before interest, taxes, depreciation, amortisation and impairment (‘‘EBITDA’’) of A196 million. As at 31 December 2013, Titan Group had total assets of A2.70 billion. For the year ended 31 December 2013, approximately 79 per cent of the Group’s turnover and approximately 93 per cent of the Group’s EBITDA was generated outside Greece and Western Europe. Titan Group has invested approximately A2.4 billion in the period 2003 to 2013 on capital expenditure (‘‘capital expenditure’’ consists of additions of property, plant and equipment, intangible assets and investment properties) and acquisitions with a view to growing and diversifying the Group’s business. For the year ended 31 December 2013, Titan Group’s sales by product were as follows: 17.2 million tonnes of cement, 12.3 million tonnes of aggregates and 3.4 million cubic metres of ready-mix. Cement sales generated A864 million or 73 per cent of Group turnover and sales of non-cement products generated A312 million or 27 per cent of Group turnover for the year ended 31 December 2013. As at 31 December 2013, the Group (excluding joint ventures) employed approximately 5,346 people, approximately 79 per cent of which were located outside Greece and Western Europe.

Direct Employment (excluding joint ventures)

No. of No. of employees employees as at as at 31 December 31 December Region 2013 2012 Greece & Western Europe 1,121 1,162 USA 1,734 1,719 Southeastern Europe 1,592 1,633 Eastern Mediterranean 899 909

Total 5,346 5,423

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 31 December 2013, the Guarantor owned approximately 4.0 per

c110276pu030 Proof 4: 7.7.14_07:10 B/L Revision: 0 Operator YouG cent of its common shares with the remainder being held by a combination of Greek institutional investors (5.5. per cent), foreign institutional investors (12.0 per cent), private investors (34.2 per cent) and other legal entities (26.5 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.

STRATEGY Titan Group takes a long-term approach to strategy which is underpinned by a strong corporate governance and social responsibility track record. 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 four axes: * Geographic diversification and leading market position * Vertical integration into related building materials * Continuous improvement of its competitiveness and conservative financial management * Focus on human capital and corporate social responsibility (‘‘CSR’’)

Geographic Diversification and Leading Market Position To diversify geographically, Titan Group extends its operations and strengthens its asset portfolio through acquisitions, greenfield development and joint ventures in regions that offer attractive economics and meaningful diversification potential. The Titan Group is spread across four distinct geographical areas namely Greece (its home market) and Western Europe (Italy, France, UK), the USA (together with Canada), Southeastern Europe (comprising Serbia, Bulgaria, F.Y.R.O.M., Albania, Kosovo and Montenegro) and the Eastern Mediterranean (comprising Egypt and Turkey). This geographical diversity reduces Titan Group’s reliance on any one market for its revenues and provides it with additional export opportunities. The Group’s strategy is focused on developing and retaining a leading market position in each market in which it operates. For the year ended 31 December 2013, Titan Group’s share of the market (by sales volume) was estimated at approximately 40 to 45 per cent in its home market of Greece, approximately 35 per cent in Virginia, approximately 15 per cent in Florida and approximately 10 to 15 per cent in North Carolina. In Egypt, Titan Group holds an approximate 9 per cent market share while in the Turkey – Black Sea Region Titan Group holds a market share of approximately 20 per cent. Titan Group enjoys a leading position across Southeastern Europe with the following approximate market shares: Serbia 20 per cent, Bulgaria 25 per cent, F.Y.R.O.M. 75 per cent, Albania 40 per cent, Kosovo 70 per cent and Montenegro 40 per cent. All of the above market share approximations are based on Titan Group estimates.

Vertical Integration 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 and increase proximity to end users. This vertical integration is particularly important in the US market where it allows Titan Group to have direct access to end users. Vertical integration enables the company to enjoy larger market share in the cement market, to operate its cement plants at higher capacity and to enjoy economies of scale. Vertical integration has resulted in non-cement products contributing 27 per cent of the Group’s turnover of A1,176 million for the year ended 31 December 2013 compared with 21 per cent of the Group’s turnover of A267 million in 1992. Non-cement products include aggregates, dry mortars, building blocks, porcelain 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 and Conservative Financial Management 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

c110276pu030 Proof 4: 7.7.14_07:10 B/L Revision: 0 Operator YouG 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 cost containment efforts during the period from 2008 to 2013 have yielded on a like- for-like basis (excluding the costs associated with the acquisition in Kosovo and start-up costs in Albania) an organic decline of 16 per cent in fixed production costs, representing a decrease of A51 million in five years, and 24 per cent in selling, marketing and administrative costs, amounting to a decline of A41 million in five years. Titan Group’s fixed production costs for the year ended 31 December 2013 were A213 million and selling, marketing and administrative costs were A110 million. The decline in fixed production costs was driven by a reduction in labour costs. In 2011 Titan Group began a restructuring process which has to date generated annual savings that reached the level of A26 million for the year ended 31 December 2013. Conservative financial management has always been a key priority and has enabled the Group to remain competitive in the global financial markets. Titan Group has undertaken a deleveraging process over the past five years that has seen net debt (defined as short-term borrowings plus long- term borrowings minus cash and cash equivalents) reduced from a peak of A1,154 million as at 31 March 2009 to A539 million as at 31 December 2013. Titan Group has also entered into strategic partnerships most notably with the International Finance Corporation (‘‘IFC’’), which acquired 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. Titan Group abides by Greek law, which requires that the Guarantor pay a mandatory dividend of at least 35 per cent of its net profits in each year. Moreover, Titan Group manages liquidity risk by putting in place adequate credit facilities well in advance of its financing needs. This has been evidenced by the entry into of the Forward Start Facility in January 2014 which has secured A455 million of funding for the Titan Group over the coming four years. 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. Titan Group intends to use part of the proceeds of the issuance of the Notes to pay down existing debt.

Focus on Human Capital and CSR A focus on human resources and CSR is the fourth 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 Human Capital and CSR policy, see the section ‘‘Description of the Guarantor – Corporate Social Responsibility and Sustainable Development.’’

GROUP CONSOLIDATED FINANCIAL PERFORMANCE In this section figures used for the year ended 31 December 2013 have been extracted from the Guarantor’s Annual Financial Statements and do not include adjustments for the adoption of IFRS II as described in the Guarantor’s unaudited, consolidated and separate interim condensed financial statements for the three-month period from 31 March 2014. In this section figures used for the three month period ended 31 March 2013 as comparisons for the three month period ended 31 March 2014 are the restated figures as the same appear in the unaudited, consolidated and separate interim condensed financial statements of the Guarantor in respect of the three-month period ended 31 March 2014. Titan Group operating results improved for the year ended 31 December 2013 for the first time in seven years owing to a recovery in market conditions in certain of the regions in which the Titan Group operates. The recovery of the US housing market, the resilience of demand in Egypt and the steady demand for exports has enabled the Titan Group to increase sales, generate positive free cash flow and further reduce net debt despite continued weakness in Greece and Southeastern Europe.

c110276pu030 Proof 4: 7.7.14_07:10 B/L Revision: 0 Operator YouG Financial performance for the group for the past three years is illustrated below:

EUR m 1,400 1176 1,200 1091 1131

1,000

800 22% 600 17% 17% 400 244 196 196 200

0 2011 2012 2013

Turnover EBITDA EBITDA margin

Operating Free Cash Flow for Titan Group is illustrated in the table below:

SourcesandUsesofCash(€m)in2009Ͳ2013

Note: Operating Free Cash Flow = EBITDA – Capital Expenditure + ǻ(Operating Working Capital) – Non-Cash Items

Capital expenditure in the five-year period up to 31 December 2013 amounted to A432 million. Capital expenditure accounted for 4.3 per cent of revenue for the year ended 31 December 2013 compared to 4.5 per cent for the year ended 31 December 2012 and 5.3 per cent for the year ended 31 December 2011. In total, Titan Group has invested A2.4 billion over the last 10 years in creating its current asset base the specifics of which are further detailed below. A strict prioritisation of investments and tight control of working capital needs led to an overall generation of A901 million in Operating Free Cash Flow for the period 2009 to 2013. This Operating Free Cash Flow was used by Titan Group to cover finance costs, tax and third party dividend-related payments and contributed to a A575 million reduction in net debt. Disposals, net of acquisitions in the period 2009 to 2013 generated A168 million. Major disposals undertaken by Titan Group in this period include the sale of minority stakes in the Western Balkan and Egyptian operations to the IFC in 2012 and 2010 respectively together with sales of non- operating assets. This revenue was partly off-set by acquisitions of A39 million during the same period including the acquisition of the Kosovo operations in 2012. For the years ended 31 December 2012 and 31 December 2013, Titan Group has posted turnover growth. Moreover, in the year ended 31 December 2013, despite the fact that there were no sales of carbon rights (which generated A29.2 million of EBITDA in 2012) profitability has remained stable. The Group’s financial performance for the years ended 31 December 2011, 31 December 2012 and 31 December 2013 and the three-month period ended 31 March 2014 is discussed further below:

Turnover and EBITDA Titan Group consolidated turnover for the year ended 31 December 2013 reached A1,176 million compared to A1,131 million for the year ended 31 December 2012 (an increase of 4.0 per cent).

c110276pu030 Proof 4: 7.7.14_07:10 B/L Revision: 0 Operator YouG Titan Group consolidated turnover for the year ended 31 December 2012 was A1,131 million compared to A1,091 million for the year ended 31 December 2011 (an increase of 3.7 per cent). EBITDA stood broadly unchanged at A196 million with an EBITDA margin of 16.7 per cent but improved on a comparable basis versus the year ended 31 December 2012. Adverse foreign exchange ﬂuctuations resulted in a A12 million negative translation impact on consolidated EBITDA. EBITDA for the year ended 31 December 2012 was A195.8 million with an EBITDA margin of 17.3 per cent compared to A244.1 million and an EBITDA margin of 22.4 per cent for the year ended 31 December 2011 (a decrease of 19.8 per cent). Group turnover for the three-month period ended 31 March 2014 reached A251.8 million, compared to A235.2 million for the three-month period ended 31 March 2013, posting a 7.1 per cent increase. EBITDA for the three-month period ended 31 March 2014 increased by 30.5 per cent reaching A30.9 million, compared to A23.3 million for the three-month period ended 31 March 2013. The weakening of local currencies against the Euro in markets in which the Group is active negatively impacted results. At stable exchange rates, turnover and EBITDA would have increased by 10.0 per cent and 37.0 per cent, respectively.

Net Result Net losses after non-controlling interests and the provision for taxes for the year ended 31 December 2013 widened by 47.3 per cent to A36.1 million, compared to A24.5 million for the year ended 31 December 2012, mainly as a result of a A22.9 million increase in net foreign exchange losses. Net losses after minority interests and the provision for taxes for the year ended 31 December 2012 was A24.5 million compared to net profits of A11 million for the year ended 31 December 2011. Group net loss for the three-month period ended 31 March 2014, after taxes and minority interests, settled at A11 million versus a A27.1 million loss in the three-month period ended 31 March 2013. It should be noted that first quarter results, which were highly affected by fluctuations in weather conditions, are not necessarily indicative of full year performance.

Net debt Titan Group’s Net Debt was A538.6 million for the year ended 31 December 2013 compared to A595.6 million for the year ended 31 December 2012 (a decrease of A57 million or 9.6 per cent). Titan Group’s Net Debt was A595.6 million for the year ended 31 December 2012 compared to A707.7 million for the year ended 31 December 2011 (a decrease of 15.8 per cent). Titan Group’s Net Debt as at 31 March 2014 was A540.6 million compared to A630.4 million as at 31 March 2013 (a decrease of 14.2 per cent). The figure for Net Debt for the year ended 31 December 2013 represents a total decrease of approximately one half from its historical high in 2009. This year-on-year decrease came as a result of Titan Group’s operating profitability and its strategy of curtailing capital expenditure, reducing working capital needs and lowering fixed costs.

Greece and Western Europe

GreeceandWesternEurope:Turnover&EBITDA 700 607 631 633 600 540 526 504 500 437 400 269 300 240 250 173 166 191 191 169 200 130 86 100 35 32 14 0 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013

Turnover EBITDA

c110276pu030 Proof 4: 7.7.14_07:10 B/L Revision: 0 Operator YouG Driven by higher export volumes, Titan Group’s turnover for the Greece and Western Europe region for the year ended 31 December 2013 increased to A249.8 million compared to A240.2 million for the year ended 31 December 2012 (an increase of 4.0 per cent). Titan Group’s turnover for the Greece and Western Europe region for the year ended 31 December 2012 was A240.2 million compared to A268.7 million for the year ended 31 December 2011 (a decrease of 10.6 per cent). Titan Group’s EBITDA for the Greece and Western Europe region for the year ended 31 December 2013 was A14 million compared to A32.6 million for the year ended 31 December 2012 (a decrease of 57.1 per cent). Titan Group’s EBITDA for the Greece and Western Europe region for the year ended 31 December 2012 was A32.6 million compared to A35.4 million for the year ended 31 December 2011 (a decrease of 7.9 per cent). Titan Group’s turnover for the Greece and Western Europe region for the three-month period ended 31 March 2014 stood at A71.1 million, compared to A59.2 million for the three-month period ending 31 March 2013 (an increase of 20.1 per cent). Titan Group’s EBITDA for the Greece and Western Europe region for the three-month period ended 31 March 2014 was A4.1 million compared to negative A2.4 million for the three-month period ending 31 March 2013. The improvement in the ﬁrst quarter of 2014 was mainly driven by public infrastructure works and was aided by the mild winter. However EBITDA had decreased for the year ended 31 December 2013 as exports are a lower margin business than local sales.

USA

USA: Turnover&EBITDA

(€ m)

800 712 700 605 593 600 484 500 437 411 366 369 400 317 304 300 184 200 140 80 106 100 43 26 4 6 32 0 -100 -6 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013

Turnover EBITDA

Titan Group’s turnover for the USA region for the year ended 31 December 2013 was A411 million compared to A369.5 million for the year ended 31 December 2012 (an increase of 11.2 per cent). Titan Group’s turnover for the USA region for the year ended 31 December 2012 was A369.5 million compared to A303.7 for the year ended 31 December 2011 (an increase of 21.7 per cent). Titan Group’s EBITDA for the USA region for the year ended 31 December 2013 was A32.1 million compared to A5.8 million for the year ended 31 December 2012 (an increase of 453.5 per cent) Titan Group’s EBITDA for the USA region for the year ended 31 December 2012 was A5.8 million compared to negative A5.7 million for the year ended 31 December 2011. Titan Group’s turnover for the USA region for the three-month period ended 31 March 2014 was A94.8 million compared to A89.2 million for the three-month period ending 31 March 2013 (an increase of 6.3 per cent). Titan Group’s EBITDA for the USA region for the three-month period ended 31 March 2014 was A0.9 million compared to A0.5 million for the three-month period ending 31 March 2013.

c110276pu030 Proof 4: 7.7.14_07:10 B/L Revision: 0 Operator YouG The turnover increase for the year ended 31 December 2013 was due to strong growth in demand in the USA primarily driven by the recovery in the US residential housing market. Portland Cement Association (‘‘PCA’’) figures indicate that cement consumption in the southern Atlantic states of the US (where Titan’s US plants are located) rose 8.9 per cent in the year ended 31 December 2013 compared with a national average increase of 5.4 per cent. The growth in the first quarter of 2014 was caused by a growth in demand in Florida of 23 per cent which off-set decreases in the mid-Atlantic states of between 5 and 14 per cent caused by adverse weather conditions. Titan Group was able to successfully implement price increases in the first quarter of 2014 in cement, ready-mix concrete and aggregates.

Southeastern Europe

SoutheasternEurope: Turnover&EBITDA

(€ m)

300 287

236 241 250 225 210 216 216 200 187 158 150 127 105 97 87 86 100 74 56 73 64 63 49 50

0 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013

Turnover EBITDA

Titan Group’s turnover for the Southeastern Europe region for the year ended 31 December 2013 was A215.5 million compared to A225.1 million for the year ended 31 December 2012 (a decrease of 4.3 per cent). Titan Group’s turnover for the Southeastern Europe region for the year ended 31 December 2012 was A225.1 million compared to A241.2 million for the year ended 31 December 2011 (a decrease of 6.7 per cent). Titan Group’s EBITDA for the Southeastern Europe region for the year ended 31 December 2013 was A63 million compared to A64.2 million for the year ended 31 December 2012 (a decrease of 1.9 per cent). Titan Group’s EBITDA for the Southeastern Europe region for the year ended 31 December 2012 was A64.2 million compared to A87.2 million for the year ended 31 December 2011 (a decrease of 26.4 per cent). Titan Group’s turnover for the Southeastern Europe region for the three-month period ended 31 March 2014 was A41.1 million compared to A32.5 million for the three-month period ending 31 March 2013 (an increase of 26.5 per cent). Titan Group’s EBITDA for the Southeastern Europe region for the three-month period ended 31 March 2014 was A9.7 million compared to A3 million for the three-month period ending 31 March 2013 (an increase of 223.3 per cent). The growth rate in most Balkan countries improved slightly in the second half of 2013 but construction activity remained at a steady but low level throughout the year. Whilst the Titan Group was able to initiate a small price increase in 2013, its margins in Southeastern Europe are still below pre-crisis levels. The growth in the ﬁrst quarter of 2014 was aided by a mild winter which drove stronger construction activity despite sluggish economic growth. Demand for cement increased and average prices were higher through the ﬁrst quarter of 2014 compared with the same period in 2013.

c110276pu030 Proof 4: 7.7.14_07:10 B/L Revision: 0 Operator YouG Eastern Mediterranean

EasternMediterranean: Turnover&EBITDA

(€ m)

400 360 350 296 300 300 275 278 250 200 174 138 150 128 103 64 94 87 100 62 64 39 52 50 33 31 19 28 0 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013

Turnover EBITDA

Titan Group’s turnover for the Eastern Mediterranean region for the year ended 31 December 2013 was A299.7 million compared to A296 million for the year ended 31 December 2012 (an increase of 1.3 per cent).

Titan Group’s turnover for the Eastern Mediterranean region for the year ended 31 December 2012 was A296 million compared to A277.8 million for the year ended 31 December 2011 (an increase of 6.6 per cent).

Titan Group’s EBITDA for the Eastern Mediterranean region for the year ended 31 December 2013 was A87.1 million compared to A93.8 million for the year ended 31 December 2012 (a decrease of 7.1 per cent).

Titan Group’s EBITDA for the Eastern Mediterranean region for the year ended 31 December 2012 was A93.8 million compared to A127.5 million for the year ended 31 December 2011 (a decrease of 26.4 per cent).

Titan Group’s turnover for the Eastern Mediterranean region for the three-month period ended 31 March 2014 was A49.3 million compared to A63 million for the three-month period ending 31 March 2013 (a decrease of 21.7 per cent).

Titan Group’s EBITDA for the Eastern Mediterranean region for the three-month period ended 31 March 2014 was A16 million compared to A22.4 million for the three-month period ending 31 March 2013 (a decrease of 28.6 per cent).

Demand in Egypt has showed resilience despite the uncertainty in the country. Financial assistance from the Gulf States has helped to ease pressure on the Egyptian economy but ﬁscal problems, inﬂationary pressures and currency depreciation continue to pose a threat to economic growth.

Consumption of building materials in the country dropped slightly in 2013, yet it is unclear whether this contraction reﬂects a potential softening in demand or the effect of energy supply shortages and production disruptions. Clinker imports supported the production output of Titan plants in a challenging business environment. Margins were eroded by higher energy costs and even though cement prices increased in local currency, they were ﬂat in Euro terms.

Turkey’s construction sector continued to grow in 2013 with demand rising by 12 per cent driven by a booming property market and large infrastructure projects, but ﬁnancial results were negatively affected by depreciation in the Turkish Lira.

The turnover decrease in the first quarter of 2014 was caused by gas shortages in Egypt which saw production levels drop by 35 per cent leading to a reduction of 24 per cent in sales volume compared to the first quarter of 2013. In Turkey, demand continued to trend upwards in the first quarter of 2014, aided by favourable weather conditions.

c110276pu030 Proof 4: 7.7.14_07:10 B/L Revision: 0 Operator YouG INDEBTEDNESS AND CAPITAL EXPENDITURE Titan Group has undertaken a deleveraging process over the past five years that has seen net debt reduced from a peak of A1,154 million as at 31 March 2009 to A539 million as at 31 December 2013. In January 2014 the Issuer entered into a forward start facility securing A455 million of funding on a revolving basis for the next four years from a syndicate of Greek and international banks (the ‘‘Forward Start Facility’’). On 19 December 2012 the Issuer issued A200 million 8.75 per cent notes due 19 January 2017 and which are guaranteed by the Guarantor. As at 31 March 2014, total committed lines (including bonds and fully drawn loans) were A1.21 billion of which approximately A682 million (excluding unamortised loan fees) has been utilised. 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. Capital expenditure for the year ended 31 December 2013 stood at A50.4 million compared to A51 million for the year ended 31 December 2012 and A58.1 million for the year ended 31 December 2011. Capital Expenditure for the three month period ending 31 March 2014 was A14.1 million compared to A6.3 million for the three-month period ended 31 March 2013. Capital expenditure for the period from 2011 to present has been used for maintenance projects and to ensure environmental compliance. Titan Group indebtedness and the levels of the Group at which such indebtedness has been incurred are illustrated below:

Group consolidated total borrowings split as of 31 March 2014

Amount Borrower (in A millions) Guarantor 60.4 Issuer 461.2 Greece & Western Europe operating subsidiaries 22.9 Albanian operating subsidiaries 93.1 Bulgarian operating subsidiaries 21.9 Egyptian operating subsidiaries 30.6 USA operating subsidiaries 24.4

Total 714.5

RECENT DEVELOPMENTS On 20 June 2014 the shareholders of the Guarantor approved a new share buy-back scheme to run for a period of twenty-four months. The Guarantor has been authorised to directly or indirectly acquire its own shares and up to one tenth of its paid up share capital, including the Guarantor’s own shares that it has already acquired and maintains, at a maximum price of 40 euros per share and at a minimum price equal to the nominal value of the share, i.e. four euros per share. The share buy-back plan replaces the share buy-back plan initiated by the Guarantor pursuant to the decision at the annual general meeting of the Guarantor on 8 June 2012 and which concluded on 8 June 2014. During this period, the Guarantor was authorised to buy back, in accordance with article 16 of Law 2190/1920, its own shares not exceeding 10 per cent of the Guarantor’s paid up share capital, including any of the Guarantor’s own shares which were previously acquired and held at that time. The total number of Guarantor shares owned by the Guarantor as at 19 June 2014 amounts to 2,924,738 common shares and 5,919 preference shares, representing 3.46 per cent of the Guarantor’s share capital. On 20 June 2014 the General Meeting of shareholders of the Guarantor approved a three year Stock Option Plan. From 2014-2016 executive members of the Board of Directors of the Guarantor, senior management in the Guarantor and its afﬁliates in Greece and abroad and to a limited number other employees who stand out on a continuous basis for their good performance will be granted by July 2014 stock options, the vesting of which is subject to the ﬁnancial performance of the Guarantor and the performance of its ordinary shares, to acquire up to one million (1,000,000) common shares of

c110276pu030 Proof 4: 7.7.14_07:10 B/L Revision: 0 Operator YouG the Guarantor at a sale price of 10 euros per share. The options that will be granted under the programme will have a vesting period of three years and a four-year exercise period. Since 31 March 2014 Titan Group has witnessed a generally positive trend in market conditions in Greece and Western Europe, the USA and Southeastern Europe. This has been led by the housing recovery in the USA, a general improvement in market conditions in Southeastern Europe and strong exports from Greece. However, the shortage of natural gas in Egypt continues to have a negative impact on Titan Group’s performance in the Eastern Mediterranean region.

c110276pu030 Proof 4: 7.7.14_07:10 B/L Revision: 0 Operator YouG 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 ending 31 December 2013 and 31 December 2012, respectively. The financial information presented below is derived from the audited consolidated financial statements of the Guarantor for the year ended 31 December 2013.

Year ended 31 December 2013 2012 (Amounts in A thousands, except per share and share data) INCOME STATEMENT Revenue 1,175,937 1,130,660 Gross proﬁt before depreciation, amortisation and impairment 293,773 298,964 Proﬁt before interest, taxes, depreciation, amortisation and impairment 196,007 195,838 Depreciation, amortisation and impairment of tangible and intangible assets (116,781) (130,730)

Proﬁt before interest and taxes 79,226 65,108 Share in loss of associates (305) (841) Finance costs – net (88,561) (65,569)

Loss before taxes (9,640) (1,302) Less: Income tax expense (19,356) (17,526)

Loss after taxes (28,996) (18,828)

Attributable to: Shareholders (36,074) (24,516) Minority interests 7,078 5,688

Basic earnings per share (0.4424) (0.3008)

Diluted earnings per share (0.4397) (0.2982)

BALANCE SHEET Total non-current assets 2,102,691 2,314,762 Total Current assets 598,365 717,280

Total Assets 2,701,056 3,032,042

Total Equity 1,538,810 1,659,941 Total non-current liabilities 840,667 975,654 Total current liabilities 321,579 396,447

Total Shareholder’s Equity and Liabilities 2,701,056 3,032,042

CASH FLOW STATEMENT Cash flows from operating activities 170,842 165,030 Cash flows used in investing activities (50,075) (37,125) Cash flows used in financing activities (216,517) (181,921)

Net decrease in cash and cash equivalents (95,750) (54,016) Cash and cash equivalents at beginning of the year 284,272 333,935 Effects of exchange rate changes (4,021) 4,353

Cash and cash equivalents at end of the year 184,501 284,272

c110276pu030 Proof 4: 7.7.14_07:10 B/L Revision: 0 Operator YouG BUSINESS OVERVIEW 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 3 cement plants, 1 grinding plant, 27 quarries, 28 ready mix plants, 4 distribution terminals and 1 dry mortar plant. Titan Greece is one of the three cement producers in Greece and has an estimated market share of approximately 40 to 45 per cent based on Titan Group’s estimates of sales volumes. Titan Greece’s annual cement production capacity is approximately 7 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. High real estate taxes and low disposable income, in conjunction with an illiquid mortgage market and a large unsold housing stock have resulted in a steep decline in demand for building materials. Repeated cutbacks in the public investment programme have also brought public works to a standstill. Cement demand in the country has now shrunk from 11.6 million tonnes in 2006 to 2.5 million tonnes in 2013 (according to Titan Group estimates). The effects of sluggish domestic demand were partially offset by exports, amidst intense international competition, particularly from countries that are not subject to the costs of EU legislation on carbon dioxide emissions. In the ﬁrst quarter of 2014, cement consumption in Greece recorded an increase against the depressed levels of 2013 and is predicted to grow by more than 15 per cent in 2014 (based on Titan Group estimates). This improvement, which was also aided by a mild winter, is mainly due to the restart of public road works. As in previous quarters, exports remained strong. Expectations regarding the residential market remain low. Titan Greece has been engaging in a series of actions to reduce energy costs and the Group’s environmental footprint.

Cement Titan Greece is the second largest cement producer in Greece in terms of cement production capacity. The Group’s core cement operations in Greece comprise 3 cement plants and 1 grinding plant with a total annual cement production capacity of approximately 7 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 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. 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 1 bulk and bagged cement distribution terminal in Crete and 2 bagged cement distribution terminals in Kavala and Halkida. 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 USA (as described below). Titan Greece also exports to third parties in North and West Africa, the USA, the Black Sea and Latin America. Titan Greece has cement trading relationships with other intra-group entities and third parties both on a

c110276pu030 Proof 4: 7.7.14_07:10 B/L Revision: 0 Operator YouG domestic and export basis. Titan Greece has been able to support its trading volumes through the economic downturn in Greece by focussing on its exports which has also helped to spread costs. 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 28 ready-mix concrete plants throughout Greece. Concrete production and delivery provides strategic benefits to Titan Greece through control of a down-stream business from its core cement business. As with 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. Six 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 Greece has 13 limestone quarries strategically located in Greece, 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 of Greece to complement its 13 limestone quarries. 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. All but one of Titan Greece’s quarries have been certified in accordance with ELOT 1801 on Occupational Health and Safety, ISO 14001 on Environmental Management and ISO 9001 on Quality Management. The only non-certified quarry is a new one which is currently undergoing the certification process. Furthermore, all Interbeton quarries are certified with the CE conformity marking. 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. Sales in the aggregates business increased in 2013, which was an encouraging result given the significant restrictions in public and private sector works.

USA Titan America LLC (‘‘Titan America’’), a wholly-owned subsidiary of the Guarantor, produces cement, construction aggregates, ready-mix concrete, concrete blocks, processed fly ash and related materials in the Eastern USA, primarily in the Mid-Atlantic region and Florida. Its assets in the USA include 2 cement plants, 88 active ready-mix concrete plants, 9 concrete block plants, 6 quarries/ mines, 3 cement import terminals, 6 fly ash processing plants (together with an additional 1 in Canada) and numerous rail-connected cement and construction aggregates distribution terminals. Titan America pursues a strategy of being vertically integrated in the east coast of the United States which results in a lower cost base and better access to the end-customer. Operating profitability of Titan America improved markedly in the year ended 31 December 2013, primarily due to the strong recovery of the residential market in the United States. In 2013, combined USA construction spending grew, according to US Census Bureau data, by 4.9 per cent – the second year of growth following five consecutive years of decline. While government funding of construction projects declined 2.6 per cent (its fourth consecutive yearly decline), private construction increased by 8.6 per cent in 2013. Leading the improvement was private residential construction – up 18.2 per cent in 2013, adding to the 14.8 per cent growth registered in 2012. Cement consumption in the USA increased, according to US Geological Survey data, by an estimated 5.4 per cent in 2013 to 82.1 million tonnes – still more than 35 per cent below the record level set in 2005, but 10 million tonnes higher than 2011’s low-water mark. With installed capacity at nearly

c110276pu030 Proof 4: 7.7.14_07:10 B/L Revision: 0 Operator YouG 125 million tonnes, and taking into account import sources, USA cement plant capacity utilisation rates are estimated to have remained below 65 per cent, on average, in 2013. The South Atlantic region of the USA (which includes Virginia, the Carolinas, and Florida) registered, according to US Geological Survey data, year-over-year improvements in cement consumption of 8.9 per cent in 2013 – 3.5 percentage points higher than the USA average. Combined with an improved pricing environment, 2013 confirmed 2012’s cyclical inflection point for Titan America’s business which broke a run of five consecutive years of decline in profitability brought on by the 2008/2009 financial crisis and subsequent subdued recovery. In the first quarter of 2014, the long and harsh winter which struck the mid-Atlantic region, coupled with the frontloading of scheduled maintenance costs, prevented a further tangible improvement in Titan America’s results. In Florida, which was not affected by weather, the construction sector continued to recover at a rapid pace. Housing starts and permits for future projects have returned to levels last seen in 2007 and as such growth in USA. cement consumption is expected to maintain its momentum. According to the PCA, all construction sectors will expand in 2014 and cement demand will rise by approximately 8 per cent Cement consumption is expected to grow at an even higher rate in the Southeast of the country where the majority of the Group’s USA operations are located.

Cement At the core of Titan America are 2 cement production plants, 1 near Roanoke, Virginia (‘‘Roanoke’’), and the other near Miami, Florida (‘‘Pennsuco’’), with a combined total annual capacity of 3.5 million tonnes. Both plants produce Portland, Masonry and Stucco cement in bulk and bagged form. Titan America markets its cement under three brand names: Titan cement, manufactured at the Pennsuco facility; Roanoke cement, manufactured at the Roanoke facility; and Essex cement an imported product distributed in the New York and New Jersey area. The Roanoke cement plant is the only cement plant in Virginia and is one of the most modern and energy-efficient cement facilities in the USA. The plant’s integrated quarry has reserves of approximately 85 million tonnes of limestone/shale and an estimated life of more than 50 years based on current production rates. In 2013, cement consumption in Virginia increased by a modest 0.5 per cent to 1.7 million metric tonnes, (source: the U.S. Geological Survey) while demand in North Carolina improved by 5.0 per cent to 2.1 million metric tonnes. Complementing the improvement in volumes was a 5.0 per cent increase in unit selling prices in 2013. Having been modernised in 2004, the Pennsuco cement plant is also one of the most modern, energy- efficient cement facilities in the USA. The integrated quarry’s extensive reserves give the plant an estimated life of more than 40 years based on current production rates. According to the U.S. Geological Survey, cement consumption in Florida was 4.9 million tonnes in 2013, an increase of 19.5 per cent from 2012. While a clear improvement, market demand remained at just 50 per cent of rated state-wide capacity, but the first year-over-year improvement in cement market prices since 2007 brought better financial results to the cement activity.

Ready-Mix Concrete Titan America’s assets include approximately 88 active ready-mix concrete plants in Virginia, the Carolinas and Florida which are managed via a fully-automated order-taking, batching and dispatching software system. Ready-mix concrete is delivered to customers via an active ﬂeet of more than 500 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 improved modestly in 2013 and regional operating performance was largely consistent with 2012.

Concrete Blocks Titan America’s concrete block business has a strong presence in Florida with 9 manufacturing facilities capable of producing more than 80 million blocks annually. These plants, located on Florida’s Atlantic coast and in the Orlando metropolitan area, produce a wide range 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.

c110276pu030 Proof 4: 7.7.14_07:10 B/L Revision: 0 Operator YouG Construction Aggregates Titan America owns and operates a limestone quarry on the site of the Pennsuco cement plant in Miami and 3 sand mines, 1 in Florida and 2 in Virginia. These quarries/mines supply the Titan America ready mix and concrete block plants and also an external customer base with construction aggregates, producing approximately 4.8 million tonnes of aggregates in 2013 compared to approximately 4.4 million tonnes in 2012.

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 the number one choice for ash management issues facing the utility industry. Titan America is thus the leading producer of beneficiated fly ash in the USA, 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 ProAsh1 brand name and the Group has also franchised project/market development rights in the USA, Europe and East Asia. The world leading green ESS process was featured in the Energy Innovations Publication of the European Round Table of Industrialists (‘‘ERT’’). Use of the technology around the world results in energy savings equivalent to the power needs of 340,000 households for one 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. Demand for both ProAsh1, derived from Separation Technology’s proprietary ash beneficiation process and ash from unprocessed sites remained strong in 2013. Taking into account higher selling prices, Separation Technologies delivered a record year of operating performance. In addition, in late 2013, Separation Technologies entered into a partnership arrangement that secured access to additional sources of fly ash in the Mid-Atlantic region. These additional sources of ash extended and strengthened the position of Separation Technologies in a growing market entering 2014. 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. Commencing business development in the minerals sector in the fourth quarter of 2010, Separation Technologies has installed its first mineral separators in North America and Europe. A state of the art Engineering Center 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 (‘‘STET’’) to further expand the development of its separation technology in fly ash and minerals applications worldwide.

Distribution Terminals Titan America operates 17 cement distribution terminals, including 3 marine import terminals, located in Port Newark, New Jersey, Norfolk, Virginia, and Tampa, Florida. In addition, Titan America uses 3 rail-connected aggregate distribution terminals to distribute products within Florida.

SOUTHEASTERN EUROPE Titan Group’s cement plants in F.Y.R.O.M., Bulgaria, Serbia, Kosovo, Albania and Montenegro, have a total cement production capacity of 5.6 million tonnes as at 31 December 2013, up from 3.0 million tonnes as at 31 December 2009 and form a strategic ring in Southeastern Europe. The Group’s assets in Southeastern Europe include 5 cement plants, 11 quarries, 9 ready mix plants, 2 distribution terminals and 1 processed engineered fuel plant. Local market growth prospects are good with current low levels of cement consumption likely to increase as EU membership grows closer increasing the number of housing and infrastructure projects. The region also enjoys funding from the likes of the EU, USAID and the World Bank for construction projects.

c110276pu030 Proof 4: 7.7.14_07:10 B/L Revision: 0 Operator YouG Despite modest gains in prices in the second half of the 2013, margins in Titan’s Southeastern Europe business units continued to lag well behind pre-crisis levels. The GDP growth rates of most Balkan economies improved slightly in 2013 according to IMF data, yet foreign direct investment flows to the region were hampered by the weakness in neighbouring Eurozone countries, such as Italy and Greece. As a result, construction activity remained relatively stable at low levels in 2013. However, the use of alternative fuels increased, allowing the Group to improve its energy efficiency and maintain its organic profitability. In the first quarter of 2014, construction activity in the region was aided by the mild weather and posted an increase. Furthermore, higher average prices were recorded compared to the first quarter of 2013. Nonetheless, the region continues to be held back by the weakness in neighbouring Eurozone countries. On 27 June 2012, Titan Group announced the completion of a A50 million equity investment by the IFC in the Group’s subsidiaries in F.Y.R.O.M., Serbia and Kosovo. The transaction resulted in the IFC holding, through Titan Cement Cyprus Ltd., a minority stake of approximately 11.5 per cent in the Group’s operations in the aforementioned countries. The further collaboration in the region with an institution such as the IFC (which was already a shareholder in the Titan Group’s operating company in Albania) is expected to add significant value to the Group’s investments in Southeastern Europe.

F.Y.R.O.M. The 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. The Group ﬁrst entered the market in 1998 in a joint venture with Holcim Ltd. As part of its strategic expansion in Southeastern Europe, it acquired a further 46.5 per cent stake in Usje in 2004, buying out its partner. Over the following years, Titan 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 83.9 per cent stake in Usje. Usje exports both clinker and cement in the Balkans, with the majority of its cement exports channelled to Kosovo. The economy of F.Y.R.O.M. started to recover in 2013 with a GDP growth of 3.1 per cent (according to IMF estimates), mainly due to an improvement in the construction sector. In 2013, cement demand increased year-on-year by approximately 5.0 per cent. House building remains the dominant cement-consuming sector but positive developments in the industrial and infrastructure segments are also expected in 2014.

BULGARIA The Group entered the Bulgarian market in 1998. In 2004 it expanded further by selling its Plevenski plant to Holcim Ltd and acquiring 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 6 ready mix concrete plants (3 in Sofia, 2 in Plovdiv, 1 in Veliko Ternovo and 1 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. A new alternative fuel investment project for the Zlatna Plant was successfully commissioned in 2011. In 2012, 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 2013, thermal substitution from the use of waste streams including Processed Engineered Fuel (PEF), tires, HHV materials (textile, plastics and rubber) and biomass resulted in significantly lower fuel costs and CO2 emission savings of 11,576 tonnes. To secure higher quality PEF waste streams, GAEA has established strategic partnerships with many Bulgarian waste management companies. Bulgaria’s GDP growth rate in 2013 slowed for the second year in a row, reaching 0.9 per cent (according to IMF estimates). Demand for cement was flat in 2013 compared to 2012, having partially recovered from a severe drop since 2009. Private building activity remains weak but modest improvements in demand are expected from EU funded construction projects (particularly road building) and from the Sofia underground metro system.

c110276pu030 Proof 4: 7.7.14_07:10 B/L Revision: 0 Operator YouG SERBIA AND MONTENEGRO In April 2002, the Guarantor acquired 70 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 then 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 88.5 per cent stake in Kosjeric. Montenegro is an important market for exports for Kosjeric due to its geographical proximity. To that extent, Kosjeric has established a trading subsidiary TCK Montenegro DOO in that market, covering local demand. TCK Montenegro DOO operates a distribution terminal in Montenegro in order to service local demand. In 2013, the Serbian economy showed signs of recovery and recorded an increase of 2.5 per cent in GDP (according to IMF estimates), though the increasing public debt and budget deﬁcit continue to pose risks. The cement market in 2013 shrank by over 8.0 per cent, despite a strong positive effect from ongoing infrastructure projects.

ALBANIA As part of its strategy in Southeastern Europe, the Guarantor completed the construction of a green ﬁeld 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 and the European Bank for Reconstruction and Development (‘‘EBRD’’) are minority stake-holders, holding a 20 per cent stake each which they acquired in November 2008. Antea also has 2 distribution terminals, one located in Ortona (250 kilometres east of Rome), Italy and the other in Tirana, Albania. In 2013, GDP growth in Albania was estimated at 0.7 per cent (according to IMF estimates), with the economy still suffering due to the continued difﬁculties faced by traditional trading partners, particularly Italy and Greece. Cement consumption remained stable in 2013 on a year-on-year basis.

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 was already under the Group’s management, on the basis of a lease agreement. The plant is operated by the Group’s subsidiary, SharrCem Sh.P.K (‘‘Sharr’’). Titan has invested approximately A21 million to modernise the cement plant, with an emphasis on environmental protection and operational efﬁciencies. GDP growth of 2.5 per cent (according to IMF estimates) was recorded in Kosovo in 2013. The construction sector continued to grow, driven by demand in the residential sector and some limited public investment projects. The cement market (by sales volume) increased 5.0 per cent year-on-year.

EASTERN MEDITERRANEAN Titan’s operations in the Eastern Mediterranean include 2 cement plants in Egypt and 1 in Turkey, with total cement production capacity of 7.5 million tonnes, 2 cement grinding plants, 17 quarries and five ready mix plants and one distribution terminal. Consumption of building materials in Egypt has shown resilience, despite the political uncertainty and economic pressures over the past few years. Clinker imports supported the production output of Titan plants in a challenging business environment. 2013 operating results in the country were negatively affected by higher energy costs and the decline in the value of the Egyptian pound. Turkey’s construction sector grew further in 2013, despite political instability in the second half of the year. Both exports and domestic sales increased, but results were negatively hurt by the depreciation of the Turkish Lira. In Egypt, in the first quarter of 2014, continuing stoppages in operation, owing to the disruptions in the supply of natural gas, led to a pronounced decline in cement production compared to the same period in 2013. The increase in cement prices recorded in the context of a resilient market and constrained supply was almost completely counterbalanced by foreign exchange fluctuations. In Turkey, demand continued to trend upwards in the beginning of 2014, aided by favourable weather conditions. It should be noted that following the adoption of IFRS 11, as of 1st January, 2014, the Group accounts for the joint venture operations in Turkey, which falls within Titan Group’s operational

c110276pu030 Proof 4: 7.7.14_07:10 B/L Revision: 0 Operator YouG region of the Eastern Mediterranean, through the equity method and not through proportionate consolidation as was the case until now.

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 all of Lafarge’s 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 million equity investment by the IFC, the development branch of the World Bank, which resulted in IFC acquiring a 15.2 per cent stake in the operations of Titan Cement Egypt. As a result of such acquisition, 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 2 clay quarries are located 10 to 15 kilometres from the site. 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. 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 two years later and has been in operation since then. Cement consumption in Egypt reached 50.1 million metric tonnes in 2013, 2.0 per cent below 2012 levels. Titan Group’s operations in Egypt beneﬁt from intermediate traders that pay up-front for products thereby eliminating receivables in that market. Disruption to the supply of natural gas in Egypt negatively affected production volumes and margins for all cement producers. Titan Group suffered as a consequence of this and requires approval to switch to coal-ﬁred production. Other cement producers do not require such a permit as they had installed dual function grinding mills allowing them to grind coal without the need for a new permit. Once Titan Group obtains the new permit it expects to have Beni Suef running at capacity after a six-month conversion period.

TURKEY In April 2008, the Guarantor acquired a 50 per cent equity stake in Adocim Cemento Beton Sanayi ve Ticaret AS (‘‘Adocim’’). Adocim operates an integrated plant in Tokat near the Black Sea, whose location facilitates exports to the Black Sea market, as well as two grinding plants in Antalya and Marmara, which serve the Istanbul market and 3 ready mix facilities in Tokat, Sivas and Artova in Turkey. In 2013, the Turkish economy rebounded from its slowdown in 2012, despite political tension in the second half of 2013. Turkey’s construction sector continued to grow in 2013 and cement consumption increased by an estimated 10.0 per cent year-on-year, according to Turkish Cement Association estimates.

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. As of 16 May 2014, Michael Colakides succeeded Bill Zarkalis as CFO of Titan Group. As of 1 August 2014 Bill Zarkalis will take over from Aris Papadopoulos as Executive Director of the USA region and Chief Executive Ofﬁcer of Titan Group’s US subsidiary Titan America LLC. As of 1 August 2014, Aris Papadopoulos will assume the role of Executive Chairman of Titan Group’s

c110276pu030 Proof 4: 7.7.14_07:10 B/L Revision: 0 Operator YouG subsidiary ST Equipment and Technology and will continue to advise the Titan Group executive committee. Name Function Other Principal Activities

Andreas Canellopoulos Chairman Member of the Board of Directors of the Non-executive member of the Paul and Alexandra Canellopoulos Board since 1 March 2006 Foundation Executive member of the Board from 10 June 1971 to 1 March 2006 Member of the Nomination and Corporate Governance Committee

Efstratios – Georgios Vice Chairman Chairman of the Board of Directors of (Takis) Arapoglou Independent, non-executive Tsakos Energy Navigation Ltd. (TEN) member of the Board since 18 May Member of the Board of Directors of 2010 EFG – HERMES Holding Chairman of the Remuneration Chairman of the International Board of Committee Trustees of Tufts University in Boston

Dimitrios Chief Executive Ofﬁcer Vice-Chairman of the Board of the Papalexopoulos Executive member of the Board Hellenic Federation of Enterprises since 24 June 1992 Vice-Chairman of the Board of the Chairman of the Executive Hellenic Federation of Enterprises Committee Committee for Sustainable Chairman of the Corporate Social Development Responsibility Committee Member of the Board of: – the Hellenic Federation of Enterprises Committee for Sustainable Development – the Foundation for Economic and Industrial Research – the Hellenic Foundation for European and Foreign Policy – the European Round Table for Industrialists (‘‘ERT’’)

Eftychios Vassilakis Director Vice-Chairman and Managing Director Independent, non-executive of AUTOHELLAS S.A. (HERTZ) member of the Board since 10 May Vice Chairman of Aegean Airlines S.A. 2007 Member of the Board of Directors of: Member of the Remuneration – Piraeus Bank Committee – Fourlis Holdings S.A. Member of the Nomination and – Ideal Group S.A. Corporate Governance Committee

Efthymios Vidalis Director Vice-Chairman of the Hellenic Executive member of the Board Federation of Enterprises since 15 June 2011 Chairman of the Hellenic Federation of Independent, non-executive Enterprises Committee for Sustainable member of the Board from 2004 Development until 15 June 2011 President of ENOIA BV Member of the Executive Executive director of RAYCAP S.A. Committee Member of the Board of Directors of : Member of the Corporate Social – S&B Industrial Minerals S.A. Responsibility Committee – Alpha Bank – Zeus Capital Partners, and – Future Pipe Industries, Dubai

c110276pu030 Proof 4: 7.7.14_07:10 B/L Revision: 0 Operator YouG Name Function Other Principal Activities

Vassilios (Bill) Zarkalis Director of the USA Region Chief Executive Ofﬁcer of Titan America Executive member of the Board since 14 June 2013 Member of the Executive Committee Member of the Corporate Social Responsibility Committee

Nellos Canellopoulos Group External Relations Director Chairman of the Board of Directors of: Executive member of the Board – the Paul and Alexandra since 24 June 1992 Canellopoulos Museum Member of the Executive – the Paul and Alexandra Committee Canellopoulos Foundation Vice Chairman of the Corporate – the Hellenic Cement Industry Social Responsibility Committee Association

Takis-Panagiotis Group Investors Relations Director Member of the Board of Directors of: Canellopoulos Executive member of the Board – Canellopoulos Adamantiadis since 10 May 2007 Insurance Co. (AIG Hellas) – Eurobank Properties REIC Member of the Executive Committee of Union of Listed Companies (ENEISET)

Doros Constantinou Director Member of the Board of Frigoglass Independent, non-executive S.A.I.C. member of the Board since 14 June 2013 Chairman of the Audit Committee

Domna Mirasyesi- Director Partner at M&P Bernitsas Law Ofﬁces Bernitsa Independent, non-executive Member of the Board of Directors of St. member of the Board since 14 June Catherine’s British School 2013 Chair of the Nomination and Corporate Governance Committee

Alexandra Group Strategic Planning Director Member of the Board of Directors and Papalexopoulou- Executive member of the Board Treasurer of the Paul and Alexandra Benopoulou since 23 June 1995 Canellopoulos Foundation Member of the Executive Member of the Board of Directors of: Committee – National Bank of Greece – Frigoglass S.A. and – ALBA Graduate Business School

Ploutarchos Sakellaris Director Professor of Economics and Finance at Independent, non-executive Athens University of Economics and member of the Board since 14 June Business 2013 Member of the Audit Committee

c110276pu030 Proof 4: 7.7.14_07:10 B/L Revision: 0 Operator YouG Name Function Other Principal Activities

Petros Sabatacakis Director Member of the Board of Directors of Independent, non-executive National Bank of Greece member of the Board since 18 May 2010 Member of the Remuneration Committee

Michael Sigalas Southeastern Europe and Easter Mediterranean (SEE&EM) Director Group International Trade Director Executive member of the Board since 4 June 1998 Member of the Executive Committee Member of the Corporate Social Responsibility Committee

Vassilios Fourlis Director Chairman of Fourlis S.A. Holdings Independent, non-executive Member of the Board of Directors of: member of the Board since 10 May Frigoglass S.A., 2007 Piraeus Bank, and Member of the Audit Committee Hellenic Organization of Telecommunications (OTE S.A.)

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 2013 marked ten years since the publication of the ﬁrst Corporate Social Responsibility (‘‘CSR’’) and Sustainable Development Report for all Titan Group activities, in accordance with international standards and best practices. During the past decade, special emphasis was placed on corporate values, principles and standards that promote transparency and enhance not only efforts for continuous self-improvement, but also partnerships with stakeholders on initiatives and actions that create value.

As a fully engaged member of the United Nations Global Compact Initiative since 2002 and a core member of the Cement Sustainability Initiative (‘‘CSI’’), which operates under the auspices of the World Business Council for Sustainable Development (‘‘WBCSD’’), Titan has focused on making all Group companies and their employees more aware of the need for collective action by all in respect of CSR activities. Moreover, in 2000, together with 15 other Greek companies and associations, Titan founded the Hellenic Network for Corporate Social Responsibility. Since 2004, the Group has also been a member of CSR Europe and of the European Alliance for CSR.

Being among the ﬁrst 500 companies worldwide that signed the UN Global Compact, the Group has always encouraged the dissemination and adoption of the ten Global Compact principles. These principles are related to well-known international agreements covering human rights, labour rights, environmental stewardship and transparency.

In 2014 the European Commission is expected to issue a new directive for the disclosure of information regarding non-ﬁnancial performance of companies, in accordance with international standards. Titan Group already meets the anticipated new requirements for implementation at an ‘‘advanced’’ level, according to the relevant criteria of the UN (Global Compact). The 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 Serbia, F.Y.R.O.M. and Kosovo.

c110276pu030 Proof 4: 7.7.14_07:10 B/L Revision: 0 Operator YouG The first comprehensive and integrated Annual Report of the Group published in 2012 includes not just financial information but also feedback and information on the Group’s CSR and environmental policy to provide a broader report on the Group’s annual activities. The publication of the first CSR Report in Kosovo in 2013 and the winning of the first prize for the programme ILAB (Independent Local Advisory Board), an innovative partnership with the local community, within the European Competition CSR of the EU, reinforces the belief that a commitment to CSR leads to the development of new and innovative approaches and actions that add value not only to the business, but also to local development.

Safety The reduction in the number of accidents involving employees and contractors of the Group in 2013 contributed to a further decline in the accident rate and to the overall improvement of the Group’s results in the field of safety at work. Nevertheless, a fatal accident involving a highly experienced contractor at one of the Guarantor’s sites confirmed once again that the field of safety requires constant vigilance and continuous effort to develop a culture of risk prevention. To this end, the Group continued and intensified its safety programmes with a view to increasing awareness, providing useful information and educating as many people as possible. ?he implementation of international and industry standards for the safety of direct and indirect employees remained a key priority in 2013. In addition, particular emphasis was placed on partnership initiatives focused on preventive risk management. These programmes were addressed to both students of Polytechnics, through cooperation with the European Network BEST, and to children in primary and secondary education, through the Program ‘‘Safety at Home.’’ Titan is determined to continue and further intensify its efforts towards its target of the achievement of zero accidents across the Group.

Environment In 2013, the Group also continued the implementation of its ﬁve-year action plan aimed at improving overall environmental performance and, in the meantime, initiated a comprehensive review of its strategic targets for 2020. Addressing climate change and utilising alternative raw materials and energy sources remain key priorities for the Group and consequently a dominant theme in discussions with its stakeholders. In this context, new initiatives were developed by Group subsidiary GAEA, which expanded its activities. For a second consecutive year, in 2013, Titan served as co-chair of the CSI. The progress made is reﬂected in the Initiative’s Agenda for Action, which was broadened to include new actions, ranging from improving management of biodiversity and water to encouraging sustainable construction practices. In 2013, total expenditures relating to the implementation of the Group’s environmental policy stood at A24.6 million. The following chart illustrates the breakdown of the Group’s environmental expenditures by activity:

Titan Group environmental expenditures (in E millions)

2012 2013 Costs for environmental management 9.0 12.1 Costs for reforestation 0.3 0.4 Costs for rehabilitation 0.3 0.4 Costs for environmental training and awareness building 0.3 0.1 Costs for the application of environmentally friendly technologies 7.3 9.9 Costs for waste management 2.3 1.7

Total 19.5 24.6

c110276pu030 Proof 4: 7.7.14_07:10 B/L Revision: 0 Operator YouG TITAN Group cement production and grinding plants Specific gross direct CO emissions(1) 1000.0 2 Specific gross direct CO2 emissions

Group Target (year 2015)

800.0 805.0

628.0 600.0 625.4 633.8 654.2 662.7 666.9

400.0 Specific CO2 emissions Specific emissions CO2 [kg/tProduct(2)]

200.0

0.0 1990 2009 2010 2011 2012 2013

(1) Specific emissions in each year are calculated based on the equity held by TITAN Group in 2009. (2) Product equals cementitious product as defined by WBCSD/CSI.

With respect to its carbon footprint, the majority of the Group’s CO2 emissions come from cement production. Cement plants generate CO2 emissions, thus contributing to the greenhouse effect and climate change. There are both direct and indirect emissions of CO2.

Direct CO2 emissions, from the production of cement itself, are attributed to: * ‘‘De-carbonisation’’, which is the process of transforming raw materials (mainly limestone) into clinker, the main component of cement.

* Fuel consumption, since most fuels burned in the kilns (coal, oil and pet-coke) create CO2 as a product of the chemical reaction between carbon (C) and oxygen (O2).

* Indirect emissions of CO2 are released during the production of the electricity required for the production of clinker and cement. The Group’s main objective is to reduce its carbon footprint below the level of 1990 emissions. Serving this objective, an initial internal target of 15 per cent reduction compared to the 1990 emissions level was set back in 2006, to be achieved by the end of 2010. This target was revisited in 2010 and a more aggressive one was set for the period 2010 to 2015. The current goal is to achieve an overall reduction of 22 per cent from 1990 levels and as at 31 December 2013 emissions reductions stood at 17 per cent below 1990 levels. Cement production consumes substantial amounts of both raw materials and both thermal and electric energy. Systematic monitoring and recording of consumed quantities is required to ensure that environmental impact, if any, is adequately appraised. The Group attaches a high priority to applying and improving its monitoring mechanisms. Additionally, Titan is working on increasing the efﬁciency of its plants, optimising the operation of the existing equipment as well as taking advantage of new, state-of-the art equipment. The aim of these efforts is an overall reduction in consumption of raw materials and energy.

Community Engagement As a predominantly localised business serving local needs for housing and infrastructure, Titan Group seeks to maximise the value which communities derive from its presence. Over many years, the Group has developed an array of community programmes and activities to promote the wellbeing of communities through the contribution of ﬁnancial and non-ﬁnancial resources some examples of which are included below.

c110276pu030 Proof 4: 7.7.14_07:10 B/L Revision: 0 Operator YouG Titan Group’s approach to community engagement is considerate of local market conditions, but with a long-term view. Priorities vary from one community to another, but usually cover the following four areas: * Safety; * Healthcare; * Poverty and unemployment; and * Environmental awareness.

Greece Titan Greece has extended its collaboration with the Board of European Students of Technology (BEST) since 2011 aiming at conveying its know-how and experience in respect to safety at work and accident prevention. Along with University professors and other groups of experts, Titan Greece designed and implemented specialised workshops, hosted in its plants, and targeted to students of polytechnic schools. The programme started from Titan Greece’s cement plant in Patras and continued in Thessaloniki with increasing interest from the student community.

USA In 2013 Titan America became the first concrete company in Florida (and only the second in the USA) to produce EPDs (standardised reports of concrete life cycle assessment) using the Carbon Leadership Forum’s Product Category Rules (‘‘PCR’’). This set out a clearer understanding of the Group’s operations for customers. Titan America also received the NRMCA Green Star certification for several of its ready-mix plants. During 2013, the Wildlife Habitat Council certified six of Titan America’s sites. The Roanoke and Pennsuco plants were certified as ‘‘Corporate Lands for Learning’’, demonstrating the Group’s commitment to long-term wildlife habitat enhancement. While pleased with last year’s achievements, in 2014 Titan America is committed to promoting biodiversity and water resource protection further. This will include work on a large water quality project in Troutville, Virginia. A key element of Titan America’s community work involves raising environmental awareness – especially among young people. Working in local elementary schools, our ‘‘Green Team’’ representatives from Roanoke Cement regularly meet with schoolchildren to provide lessons on the environment, wildlife preservation and techniques for energy efficiency in their own lives. Titan America’s Front Royal Terminal won first place in the 2013 Cement Industry Terminal Awards following 12 consecutive accident-free years.

Egypt In the Wadi El-Kamar neighbourhood surrounding Alexandria Portland in Egypt, the Group has undertaken extensive community activities. In 2013 these included improving sidewalks, installing generators in local mosques and donating cement for school building repairs. The community surrounding the Beni Suef Cement Company faces similar issues. To alleviate poverty the Group distributed dry foods to poor families. In 2013, these reached an estimated 22,500 citizens. In response to youth unemployment, the Group has joined a new partnership for Vocational Training and Education in Alexandria and in response to the Hepatitis C epidemic the Group, in conjunction with Roche, supported a Hepatitis C awareness program and provided information on diabetes. The Group has invested in the C-Mentors programme – a Group-wide initiative. This is a three-year industrial development programme which helps young engineers to become ﬁrst-rate cement professionals. In 2013, two cohorts of young engineers were recruited by the program in Egypt.

Kosovo Built in 1936, SharrCem is the only producer and leading supplier of cement in Kosovo. Following its acquisition in 2010, the Group voluntarily launched a modernisation programme to meet the highest international standards in quality, technology and environmental protection. Within two years, the plant had achieved certification for quality management (ISO 9001) and environmental management (ISO 14001) and implemented a CO2 management system. The technological upgrade significantly improved the plant’s efficiency and reduced its environmental footprint. Titan Group set up a business activity incubator program in Kosovo to provide training and guidance for people in traditional but high-value professions within the agriculture sector, including

c110276pu030 Proof 4: 7.7.14_07:10 B/L Revision: 0 Operator YouG livestock herding, dairy products, agriculture and forestry. The programme is designed to target more than 100 beneﬁciaries and 500-700 local households over the next three years.

To enable direct involvement in the development of local initiatives, the Group has established a local advisory stakeholder panel which has been identiﬁed as an example of best-practice approach to CSR, culminating in a ‘‘European CSR Award’’ from the Kosovo CSR Network and the American Chamber of Commerce in Kosovo.

Bulgaria Titan Group has placed six specially qualiﬁed teachers into four local elementary schools in Bulgaria with the goal of improving educational standards. This two-year Teach for All projects will expand to involve more teachers in more schools in 2014. In 2013, Titan Group professionals made presentations to 100-120 local high school pupils in Open Door sessions and also took part in the Professionals in Schools programme, in cooperation with the American Chamber of Commerce, Bulgaria, which aims to stimulate pupil ambition.

LITIGATION

Litigation matters in Egypt

A. Privatisation cases 1. In 2011, two former employees of 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. 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 hearing scheduled in respect of this case has been repeatedly postponed and to date no judgment has been handed down. 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 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 hearing scheduled in respect of this case has been repeatedly postponed and to date no judgment has been handed down. 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 the next hearing has been scheduled for 14 August 2014. The view of Alexandria Portland’s lawyers is that the action is devoid of any legal and factual ground.

c110276pu030 Proof 4: 7.7.14_07:10 B/L Revision: 0 Operator YouG 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. 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 EGP134.5 million. The Egyptian Industrial Development Authority subsequently raised the value of the license to EGP251 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 EGP500. Alternatively, if the court rejects this request, Beni Suef is requesting the price to be the EGP134.5 million offered by Beni Suef in the bid. The case has been repeatedly adjourned and the next hearing has been scheduled for 30 August 2014. The view of Beni Suef’s lawyers is that the case has a high probability of being won. 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 EGP300 million. The contested land however has 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. The view of Beni Suef’s lawyers is that the case has a high probability of being won.

Other litigation matters US- Pennsuco silo roof collapse The portion of a structure’s roof over a concrete silo collapsed at the Group’s subsidiary cement plant in Pennsuco, USA on 17 August 2012, resulting in the fatality of one employee. The Group’s own investigation has indicated that the collapse occurred due to internal rood beam failures associated with deficiencies and defects in original design and construction when the three silo structure was built approximately 30 years prior by a contractor when the facility was owned by a company unrelated to Titan Group and its Florida subsidiary, Titan Florida LLC (former Tarmac America LLC). However, the U.S. Department of Labor, Mine Safety and Health Administration (‘‘MSHA’’) issued an investigation report, finding that the accident was also due to management’s failure to detect and correct silo structure roof deficiencies and failures and correspondingly issued two Notices of Violation with penalties totalling USD108,000. The subsidiary has taken exception to the report in a letter to MSHA, arguing these construction and design deficiencies were not detectable prior to the accident. The deceased’s estate has commenced action against multiple parties who have performed construction and/or maintenance work on the silo in the past several years. The deceased’s estate has filed a motion to amend their complaint in order to bring a direct action against also Tarmac America LLC as a defendant in a wrongful death claim and discovery is continuing. However, it is premature to give an opinion as to the outcome with respect to any actions by the deceased’s estate due to Tarmac America’s defence rights relating to tort immunity under Florida’s workers’ compensation laws. There are no other litigation matters which may have a material impact on the financial position of the Group.

c110276pu030 Proof 4: 7.7.14_07:10 B/L Revision: 0 Operator YouG RELATED PARTY TRANSACTIONS The Guarantor is the parent company of the Group. The Guarantor and its subsidiaries enter into various transactions with related parties are 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. The following is a summary of transactions that were carried out with related parties during the years ended 31 December 2013 and 31 December 2012:

Year ended 31 December 2013 (all amounts in B thousands)

Purchases Amounts Amounts Sales to from owed by owed to related related related related parties parties parties parties Titan Group Other related parties — 2,286 — 521 Executives and members of the Board — — 9 —

— 2,286 9 521

Company Aeolian Maritime Company 7 — — 270 Albacem S.A. 3 — — — Interbeton Construction Materials S.A. 17,283 5,068 5,889 1,012 Intertitan Trading International S.A. 4,529 — — — Transbeton – Domiki S.A. 775 — 254 — Quarries Gournon S.A. 3 — 586 — Adocim Cimento Beton Sanayi ve Ticaret A.S. 549 — — — Titan Cement International Trading S.A. 7 — 240 — Fintitan SRL 7,169 — 2,693 — Cementi Crotone S.R.L. 176 — 88 — Titan Cement U.K. Ltd 9,523 29 3 — Usje Cementarnica AD 7,944 386 74 — Beni Suef Cement Co.S.A.E. 7,440 — 940 — Alexandria Portland Cement Co. S.A.E 421 — 341 — Cementara Kosjeric DOO 112 — 12 — Zlatna Panega Cement AD 8 3 — — Titan America LLC 24 20 — 254 Essex Cement Co. LLC 17,055 44 1,574 7 Pozolani S.A. — 31 — — Antea Cement SHA 1,553 — 604 — Titan Global Finance PLC — 37,936 — 753,878 Quarries of Tanagra S.A. 5 — 6 — SharrCem Sh.P.K 63 — — — Other subsidiaries 13 — — — Other related parties — 2,286 — 521 Executives and members of the Board — — 9 —

74,662 45,803 13,313 755,942

c110276pu030 Proof 4: 7.7.14_07:10 B/L Revision: 0 Operator YouG Year ended 31 December 2012 (all amounts in B thousands)

Purchases Amounts Amounts Sales to from owed by owed to related related related related parties parties parties parties Titan Group Other related parties — 2,120 — 618 Executives and members of the Board — — 9 —

— 2,120 9 618

Company Aeolian Maritime Company 1 — — 283 Albacem S.A. 3 — — 7 Interbeton Construction Materials S.A. 25,040 4,158 14,674 — Intertitan Trading International S.A. 6,050 — 396 — Transbeton – Domiki S.A. 238 — 61 — Quarries Gournon S.A. 1 — 642 — Titan Cement International Trading S.A. 7 — 515 — Fintitan SRL 8,954 — 2,108 — Titan Cement U.K. Ltd 5,485 13 759 — Usje Cementarnica AD 11,157 — 27 — Beni Suef Cement Co.S.A.E. 621 — 479 — Alexandria Portland Cement Co. S.A.E 3 — 3 — Cementara Kosjeric DOO 87 — 3 — Zlatna Panega Cement AD 860 42 19 — Titan America LLC 58 224 — 270 Essex Cement Co. LLC 11,545 46 — — Pozolani S.A. — 23 136 — Antea Cement SHA 1,700 31 95 — Titan Global Finance PLC — 30,839 — 699,321 Quarries of Tanagra S.A. 59 — 72 — SharrCem Sh.P.K 194 — 2 — Other subsidiaries 13 — 6 — Other related parties — 2,120 — 618 Executives and members of the Board — — 9 —

72,076 37,496 20,006 700,499

Regarding the transactions above, the following clariﬁcations are made: The revenue presented 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. On 19 December 2012 the Issuer issued A200 million 8.75 per cent notes due 19 January 2017 and which are guaranteed by the Guarantor. In January 2014 the Issuer entered into a Forward Start Facility securing A455 million of funding on a revolving basis for the next four years with a syndicate of Greek and international banks. Company receivables primarily relate to receivables from cement sales to the said subsidiaries. The remuneration of senior executives and members of the Group’s Board of Directors for the year ended 31 December 2013 stood at A4.9 million compared to A3.6 million the previous year.

c110276pu030 Proof 4: 7.7.14_07:10 B/L Revision: 0 Operator YouG 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 Luxembourg Stock Exchange is a recognised stock exchange. The Notes will satisfy this requirement if they are included on the Official List of the Luxembourg Stock Exchange and are admitted to trading on the regulated market of the Luxembourg 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 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 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.

c110276pu040 Proof 4: 7.7.14_07:10 B/L Revision: 0 Operator YouG 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 Prospectus, 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. Nevertheless, since a new Greek income tax code was very recently brought into force (by virtue of Law 4172/2013, effective as of 1.1.2014, as amended by virtue of Law 4254/2014, effective as of 7.4.2014) very little (if any) precedent or authority exists as to the application of this new income tax code. 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. 3. 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 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 exhausts the tax liability of Noteholders who are natural persons (individuals), while such withholding will be offsetable against the annual income tax liability of Resident Noteholders who are legal persons or other entities. Payments of interest to Resident Noteholders who are legal persons or other entities will be treated as part of their annual income, which will be subject to Greek corporate tax either at the rate of 26 per cent (if keeping double entry books) or according to the tax rate scale of 26 per cent – 33 per cent (if keeping single entry books) at year’s end. Payments of interest under the Guarantee Payments of interest by the Guarantor under the Guarantee made to Non-Resident Noteholders and Resident Noteholders are likely to have the following income tax treatment, subject to any different view that may be adopted by the competent Greek authorities and ultimately Greek Courts: (a) Non-Resident Noteholders will be subject to Greek withholding income tax at a flat rate of 15 per cent, if such payments are made directly to Non-Resident Noteholders by the Guarantor or by a paying or other similar agent who either resides or maintains a permanent establishment in Greece for Greek tax law purposes. Such withholding exhausts the tax liability of both individual and entity Non-Resident Noteholders, subject to the submission of recent tax residence certificates or other evidence of non-residence; further, such withholding is in each case subjected to the provisions of any applicable tax treaty

c110276pu040 Proof 4: 7.7.14_07:10 B/L Revision: 0 Operator YouG for the avoidance of double taxation of income and the prevention of tax evasion (a ‘‘DTT’’) entered into between Greece and the jurisdiction in which such a Noteholder is a tax resident; and (b) Resident Noteholders will be subject to Greek withholding income tax at a ﬂat rate of 15 per cent, if such payments are made directly to Resident Noteholders by the Guarantor or by a paying agent or other similar agent who either resides or maintains a permanent establishment in Greece for Greek tax law purposes. This withholding exhausts the tax liability of Noteholders who are natural persons (individuals), while such withholding will be offsetable against the annual income tax liability of Resident Noteholders who are legal persons or other entities. Payments of interest to Resident Noteholders who are legal persons or other entities will be treated as part of their annual income, which will be subject to Greek corporate tax either at the rate of 26 per cent (if keeping double entry books) or according to the tax rate scale of 26 per cent – 33 per cent (if keeping single entry books) at year’ s end. 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: (a) Non-Resident Noteholders will not be subject to Greek income tax; (b) Resident Noteholders who are natural persons (individuals) will be subject to Greek income tax at a ﬂat rate of 15 per cent. In the event such transfer is treated as deriving from business activity, income tax will be imposed according to the applicable tax rate scale (26 per cent – 33 per cent); and (c) Resident Noteholders who are legal persons or other entities will be subject to Greek corporate tax either at the rate of 26 per cent (if keeping double entry books) or according to the tax rate scale of 26 per cent – 33 per cent (if keeping single entry books).

4. Implementation of the EU Savings Directive On 3 June 2003, the EU Council of Economic and Finance Ministers adopted the EU Savings Directive. Greece implemented the EU Savings Directive by virtue of Law 3312/2005 (Gov. Gazette No A 35/2005). The purpose of this section is to provide a summary of the mechanics introduced by Law 3312/ 2005 for the purposes of such implementation. Capitalised terms used in this Taxation Section and not defined in the Prospectus shall have the meaning given to them in the EU Savings Directive. Under the aforesaid implementing Greek Law 3312/2005, Greek Paying Agents paying interest, payable under the Notes or the Guarantee, to or securing the payment of such interest for the benefit of any EU individual holder (natural person) of Note(s), who is not a resident of the Hellenic Republic for tax purposes, shall be required to report to the Greek Competent Authority, being the Directorate of International Financial Affairs of the Ministry of Economy and Finance, certain information (consisting of, among others, the identity and residence of such individual holder of Note(s), the name and address of the paying agent etc.) The Directorate of International Financial Affairs of the Ministry of Economy and Finance shall in turn communicate the above information to the respective Competent Authority of the Member State in which such holder of Note(s) retains his residence for tax purposes. A reporting process is established in certain cases also where the Paying Agent is paying interest to or securing the payment of interest for the benefit of certain categories of EU-based entities (other than Greek), as defined in Law 3312/2005, which interest is secured or collected for the benefit of an ultimate individual holder of Note(s). Also, specific obligations are imposed on Greek entities, collecting or receiving interest for the benefit of the ultimate individual holder of Note(s), by a Ministerial Decision of the Ministry of Economy and Finance. Law 3312/2005 was enacted as of 1 July 2005.

c110276pu040 Proof 4: 7.7.14_07:10 B/L Revision: 0 Operator YouG LUXEMBOURG TAXATION The following overview is of a general nature and is included herein solely for information purposes. It is based on the laws presently in force in Luxembourg, though it is not intended to be, nor should it be construed to be, legal or tax advice. Prospective investors in the Notes should therefore consult their own professional advisers as to the effects of state, local or foreign laws, including Luxembourg tax law, to which they may be subject.

5. Withholding Tax (a) Non-resident holders of Notes Under Luxembourg general tax laws currently in force and subject to the laws of 21 June 2005 (the ‘‘Laws’’) mentioned below, there is no withholding tax on payments of principal, premium or interest made to non resident holders of Notes, nor on accrued but unpaid interest in respect of the Notes, nor is any Luxembourg withholding tax payable upon redemption or repurchase of the Notes held by non-resident holders of Notes. Under the Laws implementing the EC Council Directive 2003/48/EC of 3 June 2003 on taxation of savings income in the form of interest payments and ratifying the treaties entered into by Luxembourg and certain dependent and associated territories of EU Member States (the ‘‘Territories’’), payments of interest or similar income made or ascribed by a paying agent established in Luxembourg to or for the immediate benefit of an individual beneficial owner or a residual entity, as defined by the Laws, which is a resident of, or established in, an EU Member State (other than Luxembourg) or one of the Territories will be subject to a withholding tax unless the relevant recipient has adequately instructed the relevant paying agent to provide details of the relevant payments of interest or similar income to the fiscal authorities of his/her/its country of residence or establishment, or, in the case of an individual beneficial owner, has provided a tax certificate issued by the fiscal authorities of his/her country of residence in the required format to the relevant paying agent. Where withholding tax is applied, it is currently levied at a rate of 20 per cent and will be levied at a rate of 35 per cent as of 1 July 2011. Responsibility for the withholding of the tax will be assumed by the Luxembourg paying agent. Payments of interest under the Notes coming within the scope of the Laws would at present be subject to withholding tax of 20 per cent. (b) Resident holders of Notes Under Luxembourg general tax laws currently in force and subject to the law of 23 December 2005 (the Law) mentioned below, there is no withholding tax on payments of principal, premium or interest made to Luxembourg resident holders of Notes, nor on accrued but unpaid interest in respect of Notes, nor is any Luxembourg withholding tax payable upon redemption or repurchase of Notes held by Luxembourg resident holders of Notes. Under the Law payments of interest or similar income made or ascribed by a paying agent established in Luxembourg to or for the benefit of an individual beneficial owner who is a resident of Luxembourg will be subject to a withholding tax of ten per cent. Such withholding tax will be in full discharge of income tax if the beneficial owner is an individual acting in the course of the management of his/her private wealth. Responsibility for the withholding of the tax will be assumed by the Luxembourg paying agent. Payments of interest under the Notes coming within the scope of the Law would be subject to withholding tax of ten per cent.

EU SAVINGS DIRECTIVE Under EC Council Directive 2003/48/EC on the taxation of savings income, each Member State is required to provide to the tax authorities of another Member State details of payments of Savings Income paid by a person within its jurisdiction to or collected by such a person for an individual or to certain entities resident in that other Member State (interest payments on the Notes will for these purposes be Savings Income). However, for a transitional period, Luxembourg and Austria are instead operating a withholding system in relation to such payments (the ending of such transitional period being dependent upon the conclusion of certain other agreements relating to information exchange with certain other countries). Luxembourg has announced that it will no longer apply the

c110276pu040 Proof 4: 7.7.14_07:10 B/L Revision: 0 Operator YouG withholding system as from 1 January 2015 and will provide details of payments of interest and other similar income as from that date. A number of non-EU countries and certain dependent or associated territories of certain Member States have adopted and implemented similar measures (a withholding system or provision of information) in relation to payments of Savings Income made by a person within their jurisdictions to an individual, or to certain entities, resident in a Member State. In addition, Member States have entered into reciprocal arrangements with certain of those non-EU countries and dependent or associated territories of certain Member States in relation to payments of Savings Income made by a person in a Member State to an individual, or to certain non-corporate entities, resident in certain dependent or associated territories or non-EU countries. Where an individual Noteholder receives a payment of Savings Income from any Member State or dependent or associated territory employing the withholding arrangement, the individual Noteholder may be able to elect not to have tax withheld. The formal requirements may vary slightly from jurisdiction to jurisdiction. They generally require the individual Noteholder to produce certain information (such as his tax number) and consent to details of payments and other information being transmitted to the tax authorities in his home state. Provided that the other tax authority receives all of the necessary information the payment should not suffer a withholding under EC Council Directive 2003/48/EC or the relevant law conforming with the Directive in a dependent or associated territory. On 24 March 2014, the Council of the European Union adopted a directive amending Council Directive 2003/48/EC, which, when implemented, will amend and broaden the scope of the requirements above. Member States have until 1 January 2016 to adopt the national legislation necessary to comply with this amending directive.

c110276pu040 Proof 4: 7.7.14_07:10 B/L Revision: 0 Operator YouG SUBSCRIPTION AND SALE

HSBC Bank plc, J.P. Morgan Securities plc, Socie´te´Ge´ne´rale, Alpha Bank AE, Eurobank Ergasias S.A. and NBG Securities S.A. (the ‘‘Joint Bookrunners’’) have, pursuant to a Subscription Agreement (the ‘‘Subscription Agreement’’) dated 8 July 2014, severally and not jointly agreed to subscribe or procure subscribers for the principal amount of Notes indicated next to each Joint Bookrunner’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 Joint Bookrunners in respect of certain of their expenses, and has agreed to indemnify the Joint Bookrunners 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.

Principal Amount of Underwritten Joint Bookrunner Notes HSBC Bank plc A50,000,000 J.P. Morgan Securities plc A50,000,000 Socie´te´Ge´ne´rale A50,000,000 Alpha Bank AE A50,000,000 Eurobank Ergasias S.A. A50,000,000 NBG Securities S.A. A50,000,000

Total A300,000,000

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.

The Notes are subject to U.S. tax law requirements and may not be offered, sold or delivered within the United States or its possessions or to a United States person, except in certain transactions permitted by U.S. tax regulations. Terms used in this paragraph have the meanings given to them by the U.S. Internal Revenue Code of 1986 and regulations thereunder.

Each Joint Bookrunner has agreed that, except as permitted by the Subscription Agreement, it will not offer, sell or deliver the Notes (a) as part of their 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.

European Economic Area In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a ‘‘Relevant Member State’’), each Joint Bookrunner has represented and agreed that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the ‘‘Relevant Implementation Date’’) it has not made and will not make an offer of Notes which are the subject of the offering contemplated by this Prospectus to the public in that Relevant Member State other than:

(a) to any legal entity which is a qualiﬁed investor as deﬁned in the Prospectus Directive;

c110276pu040 Proof 4: 7.7.14_07:10 B/L Revision: 0 Operator YouG (b) to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the relevant Joint Bookrunner nominated by the Issuer for any such offer; or (c) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of Notes shall require the Issuer or any Joint Bookrunner to publish a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this provision, the expression an ‘‘offer of Notes to the public’’ in relation to any Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe the Notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, the expression ‘‘Prospectus Directive’’ means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression ‘‘2010 PD Amending Directive’’ means Directive 2010/73/EU.

United Kingdom Each Joint Bookrunner has represented and agreed that: (a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (‘‘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; and (b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to any Notes in, from or otherwise involving the United Kingdom.

Greece Each Joint Bookrunner has represented and agreed that it has complied and will comply with all applicable provisions of Law 3401/2005, implementing into Greek law the Prospectus Directive (as such law was amended to also implement the 2010 PD Amending Directive) and article 10 of Law 876/1979, 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 Joint Bookrunners 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 Joint Bookrunner 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.

c110276pu040 Proof 4: 7.7.14_07:10 B/L Revision: 0 Operator YouG GENERAL INFORMATION

1. Authorisation The issue of the Notes was duly authorised by a resolution of the Board of Directors of the Issuer dated 27 June 2014 and the giving of the Guarantee was duly authorised by a resolution of the Board of Directors of the Guarantor dated 20 June 2014.

2. Listing Application has been made to the CSSF to approve this document as a prospectus. Application has also been made to the Luxembourg Stock Exchange for the Notes to be admitted to trading on the Luxembourg Stock Exchange’s regulated market and to be listed on the Ofﬁcial List of the Luxembourg Stock Exchange with effect from 10 July 2014. The Luxembourg Stock Exchange’s regulated market is a regulated market for the purposes of the Markets in Financial Instruments Directive (Directive 2004/39/EC). The Issuer estimates that the total expenses related to admission of the Notes to trading will be approximately A3,275.

3. Clearing Systems The Notes have been accepted for clearance through Euroclear and Clearstream, Luxembourg. The ISIN for this issue is XS1086071146 and the Common Code is 108607114. The address of Euroclear is Euroclear Bank S.A./N.V., 1 Boulevard du Roi Albert II, B-1210 Brussels and the address of Clearstream, Luxembourg is Clearstream, Luxembourg, 42 Avenue JF Kennedy, L 1855 Luxembourg.

4. No significant change and no material adverse change Save as disclosed on pages 47 to 55 of the section entitled ‘‘Description of the Guarantor’’ and on page 6 (Interim Income Statement), page 5 (Interim Statement of Comprehensive Income), page 4 (Interim Statement of financial position) and page 9 (Interim Cash Flow Statement) of the unaudited, consolidated interim financial statements of the Guarantor in respect of the three- month period ended 31 March 2014 which are incorporated by reference, there has been no material adverse change in the prospects of the Guarantor since 31 December 2013. There has been no significant change in the financial or trading position of the Group since 31 March 2014. Save as disclosed on pages 47 to 55 of the section entitled ‘‘Description of the Guarantor’’, there has been no material adverse change in the prospects of the Issuer since 31 December 2013. There has been no significant change in the financial or trading position of the Issuer since 31 December 2013.

5. Litigation Save as disclosed in the section entitled ‘‘Litigation’’ on pages 69 to 70, 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 Ernst & Young 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 the relevant legal and regulatory requirements and generally accepted auditing standards in the United Kingdom for each of the two financial years ended 31 December 2012 and 31 December 2013, 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 Ernst & Young (Hellas) Certified Auditors Accountants 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 two financial years ended 31 December 2012 and 31 December 2013, 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.

c110276pu040 Proof 4: 7.7.14_07:10 B/L Revision: 0 Operator YouG 7. U.S. tax The Notes and Coupons will contain the following legend: ‘‘Any United States person who holds this obligation will be subject to limitations under the United States income tax laws, including the limitations provided in Sections 165(j) and 1287(a) of the Internal Revenue Code.’’ 8. Documents Available For the period of 12 months following the date of this Prospectus, 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 2012 and 31 December 2013, 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 2012 and 31 December 2013, 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 3 months ended 31 March 2014; and (e) the Subscription Agreement, the Trust Deed (which includes the Guarantee) and the Agency Agreement. In addition, copies of this Prospectus and each document incorporated by reference is available on the Luxembourg Stock Exchange’s website at www.bourse.lu. 9. The Joint Bookrunners transacting with the Issuer and the Guarantor The Joint Bookrunners 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. 10. Yield The yield of the Notes is 4.25 per cent per annum calculated on the basis of the issue price of 100 per cent and as at the date of this Prospectus.

c110276pu040 Proof 4: 7.7.14_07:10 B/L Revision: 0 Operator YouG INDEX OF DEFINED TERMS

A ...... 3 Global Notes...... 1 £...... 3 Greek Income Tax Code ...... 17 2010 PD Amending Directive...... 79 Group...... 3 Accountholder...... 39 Guarantee...... 22 Accrual Date...... 25 Guarantor...... 1, 22, 44 Act...... 73 Holding Company...... 23 Additional Guarantor ...... 23 IFC ...... 47 Adocim...... 62 IMF...... 5 Afﬁliate...... 23 Indebtedness...... 23 Agency Agreement...... 22 Indebtedness for Borrowed Money...... 33 Albanian lek...... 3 Interbeton...... 57 Alexandria Portland...... 62 Interest Payment Date ...... 25 Antea...... 61 Issue Date ...... 25 Beni Suef ...... 61 Issuer ...... 1, 22, 42 BGN ...... 3 Japanese yen ...... 3 Bulgarian Lev...... 3 Joint Bookrunners...... 78 Business Day...... 26 JPY...... 3 Change of Control Event ...... 28 Kosjeric ...... 60 Change of Control Period ...... 28 Laws ...... 76 Clearstream, Luxembourg...... 1 Luxembourg Act...... 1 Closing Date ...... 1 Material Subsidiary...... 33 CO2...... 10 MSHA...... 70 Consolidated EBIT ...... 32 NESHAP...... 10 Consolidated EBITDA ...... 33 Non-Resident Noteholders ...... 74 Consolidated Net Finance Charges...... 33 Noteholders ...... 22 Couponholders ...... 22 Notes ...... 1, 22 Coupons ...... 22 OMT...... 14 CRA Regulation ...... 1 PCA...... 51 CSI ...... 65 PCR...... 68 CSR...... 46, 65 Pennsuco ...... 58 CSSF ...... 1 Permanent Global Note...... 1 Day Count Fraction ...... 25 Permitted Disposal...... 33 EBITDA...... 45 Permitted Reorganisation ...... 33 EBRD...... 61 pounds Sterling ...... 3 ECB...... 5 Presentation Date...... 26 EFSF ...... 14 Project Finance Company ...... 24 EGP...... 3 Project Finance Indebtedness ...... 24 Egyptian pounds ...... 3 Prospectus Directive...... 2, 79 ERT...... 59 Put Date...... 29 ESM ...... 14 Put Event ...... 27 ESS ...... 59 Put Event Notice ...... 28 ETS...... 10 Put Notice ...... 29 ETS Phase I ...... 10 Put Period ...... 29 ETS Phase II...... 10 Rate of Interest...... 25 ETS Phase III ...... 10 Rating Agency ...... 28 EU ...... 5, 10 Relevant Date ...... 30 EUR ...... 3 Relevant Implementation Date...... 78 euro ...... 3 Relevant Indebtedness ...... 24 Euroclear ...... 1 Relevant Jurisdiction...... 30 Events of Default...... 31 Relevant Member State ...... 78 Exchange Date ...... 1 Relevant Period...... 34 F.Y.R.O.M...... 44 Relevant Person ...... 28 forward start facility...... 53 Relevant Potential Change of Control FSMA ...... 79 Announcement ...... 29 FTT ...... 18 Reorganisation ...... 33 G.E.M.I...... 44 Resident Noteholders...... 74 GAEA ...... 60 Roanoke ...... 58 GDP ...... 14 RSD...... 3

c110276pu040 Proof 4: 7.7.14_07:10 B/L Revision: 0 Operator YouG S&P ...... 1 Savings Income ...... 18 SDRT ...... 73 Securities Act ...... 2 Securitisation Indebtedness...... 24 Security Interest ...... 25 Separation Technologies ...... 59 Serbian dinar...... 3 Sharr...... 61 Stabilising Manager ...... 3 STET ...... 59 Subscription Agreement...... 78 Subsidiary...... 25 TARGET2 Settlement Day ...... 26 Taxes ...... 30 Temporary Global Note...... 1 Territories...... 76 Titan America ...... 57

c110276pu040 Proof 4: 7.7.14_07:10 B/L Revision: 0 Operator YouG 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 L-2420 Luxembourg

LEGAL ADVISERS

To the Issuer and the Guarantor as to English law To 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 Joint Bookrunners and the Trustee as to To the Joint Bookrunners as to English law Greek law Allen & Overy LLP M. & P. Bernitsas Law Ofﬁces One Bishops Square 5 Lykavittou Street London E1 6AD GR-10672 Athens United Kingdom Greece

AUDITORS To the Guarantor To the Issuer Ernst & Young (Hellas) Certiﬁed Auditors Ernst & Young LLP Accountants S.A. PO Box 3 11th Km National Road Lowgate House Athens – Lamia Metamorfosi Hull HU1 1JJ Greece United Kingdom

LISTING AGENT Socie´te´Ge´ne´rale Securities Services 11 avenue Emile Reuter L-2420 Luxembourg

imprima — C110276