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    TITC   BE0974338700

TITAN CEMENT INTERNATIONAL SA

(TITC)
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Titan Cement International : Convening Notice for the Annual General Meeting of Shareholders

04/13/2021 | 05:17am EDT

Titan Cement International SA Rue de la Loi 23, 7th floor, box 4, 1040 Brussels

Register of Legal Entities (Brussels): 0699.936.657

CONV ENING NOTICE TO ATTEND T HE ANNUAL ORDINARY SHAREHOLDERS'

MEET ING T O BE HELD ON 13 MA Y 2021

The Board of Directors of Titan Cement International SA (the Company) is pleased to invite the shareholders of the Company to the Annual Ordinary shareholders' meeting (the Meeting) to be held on T hursday, 13 May 2021 at 10.00 a.m. (CET) at the premises of the Company in Cyprus, 12 Andrea Zakou and Michail Paridi street, MC Building, Egkomi, 2404 Nicosia, Cyprus.

Taking into consideration the exceptional situation linked to the pandemic and the restrictions that may be in force in Cyprusin respect of socialdistancing,the Board of Directors encourages all shareholders to avoid their physical presence in the Meeting and participate in it remotely either by sending a proxy or by voting remotely by correspondence before the Meeting or by voting remotely during the Meeting.

AGENDA OF T HE MEET ING

1. Annual report ofthe Board of Directors and Report of the Statutory Auditor onthe annual accounts of the Company for the financial year ended 31 December 2020

Commentary to the agenda item:The Board of Directors requests the Meeting to take note of the Annual Report of the Board of Directors on the Annual Accounts relating to the financial year closed on 31 December 2020 and the Statutory Auditor's Report on the Statutory Annual Accounts relating to the financial year closed on 31 December 2020. Both reports are available on the Company's website (link: https://ir.titan- cement.com/en/shareholder-center/annual-general-meetings).

  1. Presentation of the consolidated annual accounts and of the Statutory Auditor's Report on the consolidated annual accounts
    Commentary to the agenda item:The Board of Directors requests the Meeting to take note of the consolidated annual accounts relating to the financial year closed on 31 December 2020 and the Statutory Auditor's Report on the consolidated annual accounts relating to the financial year closed on 31 December 2020. Both documents are available on the Company's website (link: https://ir.titan-cement.com/en/shareholder-center/annual- general-meetings).
  2. Approval of the Statutory Annual Accounts for the financial year ended 31 December 2020 (including appropriation of results)
    Proposed resolution:Approval of the Statutory Annual Accounts relating to the financial year ended 31 December 2020 and of the appropriation of results of the period as proposed by the Board of Directors of the Company in its annual report.
  3. Approval of the Remuneration Report for the financial year ended 31 December 2020

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Proposed resolution:Approval of the Remuneration Report presented by the Board of Directors, as prepared by the Remuneration Committee and included in the annual report.

  1. Discharge of the members of the Board of Directors from any liability arising from the performance of their duties during the fiscal year ended 31 December 2020
    Proposed resolution:Discharge to the following persons for the exercise of their mandate as directors during the financial year ended 31 December 2020:
    Efstratios-Georgios Arapoglou, William Antholis, Andreas Artemis, Takis-Panagiotis Canellopoulos (until 19.3.2020), Michael Colakides, Haralambos David, Leonidas Canellopoulos, Dimitrios Papalexopoulos, Alexandra Papalexopoulou, Kyriakos Riris, Petros Sabatacakis (until 19.3.2020),Stylianos Triantafyllides,Dimitrios Tsitsiragos (as from 19.3.2020) , Maria Vassalou, Vassilios Zarkalis, Mona Zulficar.
  2. Discharge of the statutory auditor of the Company from any liability arising from the performance of his duties during the fiscal year ended 31 December 2020
    Proposed resolution:Discharge to the statutory auditor of the Company,
    PricewaterhouseCoopers Réviseurs d'Entreprises SRL, with registered office at 1932 Zaventem, Woluwedal 18, represented by Marc Daelman for the performance of its mandate during the financial year closed on 31 December 2020.

7. Appointment of Mr Ioannis (Yanni) Paniaras as executive director for a term of one year, i.e. until the AGM of 2022.

Comment to the agenda item: Upon proposal of the Nomination Committee, the Board of Directors proposes to the General Shareholders' Meeting to appoint Mr Ioannis (Yanni) Paniaras as executive director for a term of one year (until the AGM of 2022).

Yanni Paniaras studied Civil Engineering at Imperial College (B.Sc., M.Sc.) and Business Administration at INSEAD (MBA). He started his career at KNIGHT PIESOLD, an international mining and engineering consultancy headquartered in London.

Between 1998 and 2015, he held senior management positions, in Greece and Germany, in S&B Industrial Minerals Group and - in 2015 - its new parent company, IMERYS. He concluded his term there as Vice President of the former S&B Division and Managing Director of S&B Industrial Minerals S.A.

In January 2016, Yanni Paniaras joined the management of TITAN Group, where he is leading, since 2020, its European business as well as Group Sustainability.

Since June 2016, he is also serving as Chairman of SEV Business Council for Sustainable Development.

Proposed resolution: Appointment of Mr Ioannis (Yanni) Paniaras as executive director of the Company for a term of one year (until the AGM of 2022). The mandate will be remunerated in accordance with the relevant decision of the Extraordinary General

Meeting held on 13.5.2019 and the Remuneration Policy that was approved by the AGM on 14.5.2020.

8. Appointment of Mr Kyriakos Riris as independent director for a new one-year term, i.e. until the AGM of 2022.

Comment to the agenda item: Upon proposal of the Nomination Committee, the Board of Directors proposes to the General Shareholders' Meeting to appoint Mr Kyriakos Riris

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as independent director for a term of one year (until the AGM of 2022). The CV of Kyriakos Riris is available on the Company's website www.titan-cement.com.

Proposed resolution: Appointment of Mr Kyriakos Riris as independent director of the Company for a term of one year (until the AGM of 2022). The mandate will be remunerated in accordance with the Remuneration Policy that was approved by the AGM on 14.5.2020.

  1. Appointment of Mr Stylianos (Stelios) Triantafyllides as independent director for a new one-year term, i.e. until the AGM of 2022.
    Comment to the agenda item: Upon proposal of the Nomination Committee, the Board of Directors proposes to the General Shareholders' Meeting to appoint Mr Stylianos (Stelios) Triantafyllides as independent director for a term of one year (until the AGM of 2022). The CV of Stylianos (Stelios) Triantafyllides is available on the Company's website www.titan-cement.com.
    Proposed resolution: Appointment of Mr. Stylianos (Stelios) Triantafyllides as independent director of the Company for a term of one year (until the AGM of 2022). The mandate will be remunerated in accordance with the Remuneration Policy that was approved by the AGM on 14.5.2020.
  2. Amendment of the annual fees of the statutory auditor of the Company .
    Comment to the agenda item: The Board of Directors proposes to approve the annual fees of the statutory auditor of the Company which amount to EUR 109,000 (plus VAT, out-of-pocket expenses and the IRE/IBR fee) for the establishment of the annuals accounts relating to the financial year ended 31 December 2020 (€100,000 in 2019) and to EUR 130,000 (plus VAT, out-of-pocket expenses and the IRE/IBR fee) for the establishment of the annuals accounts relating to the financial year ending 31 December 2021.
    Proposed resolution:Approval of the annual fees of the statutory auditor of the Company which amount to EUR 109,000 (plus VAT, out-of-pocket expenses and the IRE/IBR fee) for the establishment of the annual accounts relating to the financial year ended 31 December 2020 (€100,000 in 2019) and to EUR 130,000 (plus VAT, out-of-pocket expenses and the IRE/IBR fee) for the establishment of the annual accounts for the year ending 31 December 2021.

11. Approval, in accordance with Article 7:151 of the Belgian Code of Companies and Associations, of provisions granting rights to third parties, which could affect the Company's assets or could impose an obligation on the Company where the exercise of those rights is dependent on a public take-over bid or a change of control in the Company (such provisions are common in international loan documentation, but under Belgian law require the approval of the General Shareholders' Meeting).

Proposed resolution: Approval, in accordance with Article 7:151 of the Belgian Code of Companies and Associations, of the provisions granting rights to third parties, which could affect the Company's assets or could impose an obligation on the Company where the exercise of those rights is dependent on a public take-over bid or change of control in the Company,

  1. included in the below agreements:

a. a EUR 250,000,000 2,375 per cent. guaranteed notes, dated 09 July 2020 and due

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2027 (the 2027 Notes), issued by Titan Global Finance and guaranteed by Titan Cement International S.A. and Titan Cement Company S.A.;

  1. a EUR 1,000,000 facility agreement, originally dated 8 March 2017, as amended, between Sharr Cem Shpk as borrower, Titan Cement International S.A. as guarantor and Raiffeisen Bank Kosovo J.S.C. as lender;
  2. an Albanian LEK facility agreement for ALL 276,000,000 dated 30 January 2018 as amended/to be amended with ANTEA CEMENT SH.A. as borrower, Titan Cement International S.A. as guarantor and Raiffeisen Bank Sha as lender;
  3. a EUR facility agreement for EUR 1,300,000 dated 19 April 2018 as amended/to be amended with ANTEA CEMENT SH.A. as borrower, Titan Cement International S.A. as guarantor and Raiffeisen Bank Sha as lender;
  4. an Albanian LEK term loan agreement for ALL 620.000.000 to be concluded by June 2021, with maturity date 54 months from the disbursement date, with ANTEA CEMENT SH.A as borrower, Alpha Bank Albania as lender and Titan Cement International S.A. as guarantor;
  5. a USD 35,000,000 facility agreement originally dated 30 November 2016 as amended/to be amended, between Titan America LLC as borrower, Titan Cement International S.A. as guarantor and Wells Fargo Bank as lender;
  6. an RSD 480,000,000 facility agreement, originally dated 03 December 2015, as amended, between TCK DOO KOSJERIC as borrower, Raiffeisen Bank a.d. Beograd as lender and Titan Cement International S.A. as guarantor; and
    1. which are or may be included in any other agreement or instrument under which the Company:
  1. raises or guarantees in favour of subsidiary or affiliated companies, any financing (by way of bilateral, club-deal or syndicated financing transactions, the issue of bonds, notes, debentures, loan stock or similar instrument (including by way of private placement), any leasing transactions or factoring arrangements and more generally any other transaction that has the commercial effect of a borrowing), which are used for general corporate purposes (including, but not limited to, financing working capital, capital expenditure, acquisitions, investments, refinancing transactions and equity related distributions) of the Company and/or its subsidiaries, subject to the aggregate total principal amount committed under all financing transactions that include such provisions not exceeding EUR 500,000,000 (five hundred million Euros, or its equivalent in other currencies calculated at the time of entering into the relevant financing transaction);
  2. enters into or guarantees any derivative transaction entered into in the ordinary course of business of the Company and/or any of its subsidiaries (other than for speculative purposes) in order to provide protection against fluctuations in any rate or price or to take advantage thereof.

12. Power of attorney

Proposed resolution:Powers of attorney to be granted to Messrs. Michael Colakides, Grigorios Dikaios, Nikolaos Andreadis, Nikolaos Birakis, Spyridon Hadjinicolaou, Mrs. Sophie Rutten (Allen & Overy Belgium LLP) and Mrs. Susana Gonzales (Allen & Overy (Belgium) LLP), each acting independently, in order to draft, execute and sign all

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documents, instruments, acts and formalities and to give all necessary or useful instructions to implement the aforementioned resolutions, including, but not limited to, the filing of the annual accounts and the consolidated annual accounts closed on 31 December 2020, and the annual report and the statutory auditor's report relating thereto, with the National Bank of Belgium, the publication of the appointments and extracts of the resolutions and the completion of the necessary publication formalities, with the right to delegate.

ADMISSION FORMA LIT IES

Any shareholder wishing to attend, participate and vote at the Meeting either physically, or by proxy or by voting remotely by correspondence beforethe Meeting or by voting remotely during the Meeting, must:

1. Register the ownership of the shares in his/her name on the fourteenth calendar day preceding the date of the Meeting, i.e. on Thursday, 29 April 2021, at 12.00 midnight (CET) (the Record Date) either through their registration in the shareholders' register of the Company in the case of shareholders holding registered shares, or through book-entry in the accounts of an authorized account holder or clearing institution in the case of shareholders holding dematerialized shares. Only persons who are shareholders on the Record Date are entitled to participate and to vote at the Meeting.

2. Notify the Company or the person designated by the Company of his/her intention to participate in the Meeting, as well as the number of shares for which he/she intends to vote. The notification form is available on the Company's website (link: https://ir.titan- cement.com/en/shareholder-center/annual-general-meetings). The signed notification must be sent electronically by email to the following address agm@titancement.com. The

Company must receive this notification at the latest on the sixth calendar day preceding the day of the meeting, i.e. at the latest on Friday, 7 May 2021.

Shareholders holding shares via Euroclear can also notify the Company through the platform of ABN AMRO by following the link www.abnamro.com/evotingwithin the same period as indicated above, i.e. until Friday, 7 May 2021 at the latest.

In addition, owners of dematerialized shares must, at the latest on the same above day, i.e. on Friday, 7 May 2021, provide the Company (or the person designated by the Company), with a certificate issued by financial intermediary certifying the number of shares owned on the Record Date by the relevant shareholder and for which it has notified its intention to participate in the Meeting. The certificate should be submitted electronically by a financial intermediary via www.abnamro.com/intermediary.

PRA CT ICAL GUIDELINES FOR REMOT E PA RT ICIPATION OF SHA REHOLDERS IN T HE MEET ING

Shareholders who wish to participate remotely in the Meeting must follow the following procedure:

Each shareholder who wishes to be granted remote access to the Meeting is requested to register for the Meeting via the link https://titan.beerninkproductions.com/register.

By following the link above, the shareholder will be redirected to the registration platform,

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This is an excerpt of the original content. To continue reading it, access the original document here.

Disclaimer

Titan Cement International SA published this content on 13 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 13 April 2021 09:14:03 UTC.


© Publicnow 2021
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