Annual Report of the BoD

Annual Report 2012

Major Transactions between Company and Related Parties

Transactions between the Company and related entities, as these are defined according to IAS 24, (related companies within the meaning of Article 42e of Codified Law 2190/1920) were undertaken as per ordinary market terms.

The amounts of sales and purchases undertaken in the course of 2012, and the balances of payables and receivables as at 31.12.2012 for the Group and the Company, arising from transactions between related parties are presented in the table below:

Group Sales to related parties Purchases from related parties Amounts owed by related parties Amounts owed to related parties
Other related parties - 2.120 - 618
Executives and members of the Board - - 9 -
- 2.120 9 618
Company Sales to related parties Purchases from related parties Amounts owed by related parties Amounts owed to related parties
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 - Domini S.A. 238 - 61 -
Quarries Gournon S.A. 1 - 642 -
Titan Cement International Tracling 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 AD 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 1700 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 company’s finished goods (cement and aggregates) to the aforementioned subsidiaries while purchases relate to purchases of raw materials and services by the company from the said subsidiaries.

Company liabilities primarily relate to two outstanding floating rate loan agreements: a) one of €100 million maturing in 2014 at the Euribor rate plus a 3.313% spread per annum, and b) one of €497 million maturing in 2014 with an interest rate of Euribor plus 3.05% spread per annum as well as an outstanding fixed rate loan agreement of €100 million maturing in 2017 at a fixed rate of 8.80% per annum to maturity. All were concluded with the UK based subsidiary Titan Global Finance Plc.

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 2012 stood at €3.6 million compared to €5.6 million the previous year.