Annual Report of the BoD

The Company has no agreements which become effective, are amended or terminated in the event of a change in the control of the Company specifically following a public offer.

It should be noted, though, that there are loan and other agreements in place, which provide, as it is common in such agreements, the right of the counterparty, lending bank or bond holder, to request, under certain conditions, the early repayment of the loan or bond or their exit from the Group companies they participate, as the case may be, in the event of a change of control in the Company. However, this right is not granted specifically in case the change of control in the Company results from a public offer.

The most significant agreements as above are the following:

a) the Multicurrency Revolving Facility Agreement up to the amount of € 585 million entered into among the Group’s subsidiary, Titan Global Finance Plc and a syndicate of lending banks and the Company as Guarantor;

b) the Eurobond, for an amount of €200 million ( outstanding bonds in the amount of € 97.6 million) , issued by Titan Global Finance Plc, under the guarantee of the Company;

c) the Bond Loan, for an amount of €50 million, issued by the Company, where Eurobank Ergasias is acting as the representative of the bond holders and the paying agent;

d) the Syndicated Bond Loan, for an amount of €135 million, issued by the Company, where Alpha Bank is acting as the representative of the bond holders and the paying agent and Alpha Bank, National Bank of Greece, and HSBC are the bondholders;

e) the Shareholders’ Agreement entered into among Titan Cement Cyprus Limited, Titan Cement Company S.A. , Aemos Cement Limited and International Finance Corporation (IFC) relating to the purchase by the latter of a minority interest in Titan’s investments in Serbia, FYROM and Kosovo.

f) the Multicurrency Revolving Facility Agreement for an amount up to Egyptian pounds 670 million entered into among the Group’s subsidiary Beni Suef Cement Company S.A., a syndicate of lending banks and the Company as Guarantor;

g)the Eurobond, for an amount of €200 million, issued by Titan Global Finance Plc, under the guarantee of the Company;

h) the Bond Loan, for an amount of up to 14,3 million Euro, issued by the Company, where Geniki Bank is acting as the representative of the bond holders and the paying agent ;

i ) the Bond Loan, for an amount of up to €20 million, issued by INTERBETON S.A., under the guarantee of the Company,  where Geniki Bank is acting as the representative of the bond holders and the paying agent;

j) Short term Loan Agreement , for an amount up to Bulgarian leva 10 million, entered into among RAIFFEISENBANK Bulgaria, the Group’s subsidiary Zlatna Panega Cement A.D. and the Company as Guarantor.