Building our Future Together - titan-cement.com

1 integrated Annual Report 2017 Building our Future Together integrated Annual Report 2017 Contents Contents p. Chairman s Message 2 CEO Message 3 1 Annual Report of the Board of Directors 5 Business model Financial review Non-financial performance review Risks and uncertainties 2 Corporate Governance Statement 22 Deviations from the Corporate Governance Code Resumes of Directors Composition and operation of the Board of Directors Board Committees Remuneration Stock option plans Internal controls and risk management systems Internal Audit General Meetings and Shareholders Rights 3 Explanatory Report of the Board of Directors 42 4 Statement by the Members of the Board of Directors 45 5 Independent Auditors Report 46 6 Financial Statements 52

2 Income Statement Statement of Comprehensive Income Statement of Financial Position Statement of Changes in Equity Cash Flow Statement Notes to the Financial Statements 7 Non-financial Statements 133 Independent Assurance Statement Principles and boundaries of non-financial performance review Environmental performance Social Performance Governance and Group sustainability policies update UNGC Communication on Progress Review 2017 About this Report The 2017 TITAN Group integrated Annual Report has been compiled in accordance with the International integrated Reporting Council Standards, the UK Corporate Governance Code, the International Financial Reporting Standards and in compliance with the relevant obligations stipulated by Greek Law and the European Directives.

3 This Report is available online at integrated Annual Report 2017 Chairman s Message 02 Chairman s Message Dear Shareholders and Stakeholders, In the post-industrial age companies need to be able to adapt to a faster pace of change. Operating models need to be continuously tweaked to face the challenges presented by the effect of technological and demographic changes which seriously test the validity of the traditional relationships between employment, growth, capital and profitability, to name just a few. Moreover, major geopolitical events, social and political developments and more importantly continuous regulatory changes add more complexity and risks, even to the most prudent strategies and business plans.

4 Systemically important economies across the developed and the emerging world, seem to be experiencing a simultaneous, yet not necessarily synchronized, recovery for different reasons each. The duration and magnitude of these recoveries is very difficult to predict, as rising income inequality, drastic changes in spending habits and record high personal, corporate and government debt around the world, add to the unpredictability going forward. Because of these reasons, companies need to place an ever increasing emphasis on maintaining their values, enhancing their corporate governance and strengthening their social and sustainability footprint.

5 In this very challenging global environment, Titan executive management and employees need to be congratulated for delivering, for yet another year, quality results on all fronts, benefiting its shareholders, its employees, its customers and the communities Titan is operating in. We will ensure that management will continue being vigilant and proactive to further improve revenue growth as well as operating and capital efficiency. I also wish to use this opportunity to congratulate and thank my fellow board members for supporting and guiding executive management, especially through their work in the board committees, in the design and effective execution of our strategic plan, while promoting the high values, and governance standards of Titan, a company we re all very proud to being part of.

6 Moving forward, we all commit to continue focusing on the long term sustainability of our business and to adapting as quickly and efficiently as possible to change. Financial results will always be a derivative of all of the above and we are confident that we will continue to deliver great value to our shareholders and stakeholders. Dear Shareholders, For calendar year 2017 the Board is proposing for your approval a dividend of Euro and a return of capital of Euro per share, for common and preference shares. Thank you for your continued confidence and support of Titan and best wishes to all for an equally successful 2018. Takis Arapoglou Chairman integrated Annual Report 2017 CEO Message 03 CEO Message Dear Shareholders and Stakeholders, In 2017, operating in a business environment of strong regional disparities, we were able to deliver a solid, stable performance.

7 Working Together with you, we built further on our enduring commitment to a balanced, responsible and sustainable long-term growth, in a world of growing environmental and social tensions and rapid technological change. Stable performance thanks to continuing growth in the US Consolidated turnover for 2017 stood at 1,506 million at the same level as 2016, whereas Earnings before Interest, Tax, Depreciation and Amortization (EBITDA) decreased by 1,9% and reached 273 million. Net Profit after minority interest and the provision for Taxes (NPAT) was 43 million the main difference being the extraordinary gain of 90 million recognized in 2016. This stable performance reflects our ability to capitalize on the opportunities offered by the continuing growth in the US market and to minimize the impact of adverse developments in Egypt and Greece.

8 The US construction market growth was driven primarily by increased private residential construction activity, albeit at a slower pace than in 2016. Having invested significantly, 238 million, in our operations over the last three years, we were well positioned to serve the growing demand with increasing profitability, leveraging our scale-economies and improved operating efficiencies. Egypt, following the sharp devaluation of the Egyptian pound, faced a bigger challenge than originally anticipated, both in terms of volumes and margins. Construction activity slowed down, while costs, particularly those dependent on imports, rose significantly ahead of pricing.

9 The construction market in Greece posted, as expected, a new record low in 2017 due to the slowdown in infrastructure project construction. With residential construction activity remaining heavily subdued, the only positive trend was registered in hotel construction. Exports remained the main contributor to the Greek plants utilization, albeit at lower margins due to increased competition and the weakening USD. To address the sharp drop in profitability in both Egypt and Greece, cost reduction programs have been designed and implemented, encompassing energy, raw materials, transportation and spare parts. Voluntary employee leave programs were also offered under fair, favorable terms and were taken up accordingly.

10 In Southeastern Europe, the construction market was marked by a slow recovery which benefited our turnover and profitability in the region. With regards to our joint ventures: in Turkey demand growth largely compensated for increased supply in our areas of operation; in Brazil, with the market declining at a slower pace than in 2016, our operations managed to improve margins and cash flow. The strengthening of the euro resulted in a negative translation effect for our businesses outside the Euro area, mainly the US and Egypt. At stable exchange rates, Group turnover for 2017 would have been higher by 148 million and EBITDA higher by 18 million. We continue to invest in our operations to ensure Future growth and competitiveness.