Voluntary Tender Offer made by Titan Cement International S.A. - PowerPoint PPT Presentation

Voluntary Tender Offer made by Titan Cement International S.A. (“Titan Cement International”) to all shareholders of Titan Cement Company S.A. (“Titan”) One more milestone in the dynamic growth path of Titan Group, fully reflecting its international footprint and outlook 19 October 2018

Summary Voluntary tender offer made by Titan Cement International to all shareholders of Titan Type of offer: Voluntary Tender offer Titan Cement International Listing of Titan Cement International  Titan Cement International has announced  Titan Cement International is a newly  Titan Cement International will apply for société an offer to acquire all of the ordinary formed anonyme incorporated the primary listing and admission to shares and preference shares issued by under the laws of Belgium trading of all its shares on Euronext Titan Brussels  Founders are core shareholders of Titan  Titan Cement International will also apply holding, in aggregate approximately for the secondary listing and admission to 18.60% of the total voting rights 4 trading of such shares on the Athens Exchange (“ATHEX”) and Euronext Paris Consideration Conditions Indicative Timetable  Titan shareholders will receive shares in  90% minimum acceptance condition 1  Nov-18: Publication of prospectus  Approval Titan Cement International as of Listing Prospectus and  Dec-18: Start of acceptance period consideration Information Circular by the FSMA 2 and HCMC 3  Exchange  Approval of Euronext Brussels for shares  Jan-19: Results of exchange offer ratio of one Titan Cement International share for each Titan to commence trading on Euronext  Feb-19: Transaction Completion ordinary or preference share Brussels One more milestone in the dynamic growth path of Titan Group, fully reflecting its international footprint and outlook Notes: (1) Shares lawfully and validly tendered to Titan Cement International must correspond to 90% of Titan’s ordinary share capital and voting rights, and to 90% of Titan’s preference share capital (2) Financial Services and Markets Authority (“FSMA”) (Belgium regulator). Listing prospectus will be passported to the HCMC and the French regulator, the Autorité des marchés financiers (AMF) (3) Hellenic Capital Markets Commission (“HCMC”) (Greek regulator) (4) Neither Titan Cement International nor any of the Founders has acquired Titan Shares during the twelve-month period before the announcement of the voluntary tender offer 1

Transaction Purpose and Rationale (1/2)  Facilitating the listing of Titan group on Euronext Brussels  Enabling Titan group to fund its growth under more competitive terms 1 Facilitate the listing of Titan group on Euronext Brussels - not for Titan Cement International to take control of Titan 2 Titan Cement International expected to become direct parent company of Titan 3 Transaction structure aims to enable Titan shareholders to become Titan Cement International shareholders 2

Transaction Purpose and Rationale (2/2)  Facilitating the listing of Titan group on Euronext Brussels  Enabling Titan group to fund its growth under more competitive terms  To better reflect and enhance the international nature of Titan group’s business activities  Link Titan Group with a large international stock exchange:  Which will offer a broader and deeper investor base, enhancing liquidity of its traded shares Principal Objectives  Broadening Titan Group’s funding sources  Improving access to international debt capital markets  Improved access to international banking institutions  Achieve more competitive financing costs  In a capital-intensive sector access to capital is key Access to capital  Titan Cement International believes that the Titan Group needs to make a move that will facilitate its access to funding under terms similar to those offered to its competitors 3

Transaction Detail and Structure (1/2)  Titan Cement International has been incorporated in Belgium  Titan Cement International’s seat of management is in Cyprus  The statutory seat of Titan Cement International is Belgium  Belgium is at the center of the European Union, with a well-developed and stable institutional and legislative framework Domicile and listing  Titan Cement International’s management function will be based in Cyprus  Long-standing presence and experience  Upon the listing of its shares on Euronext Brussels, Titan Cement International will adopt the Corporate Governance corporate governance code of Belgium 4

Transaction Detail and Structure (2/2)  90% acceptance thresholds  Regulatory approvals required from the FSMA and HCMC  Euronext approval  ATHEX approval Acceptance thresholds (shares tendered to Titan Cement International)  90% of Titan’s ordinary share capital and voting rights Acceptance Thresholds  90% of Titan’s preference share capital  Regulatory approvals:  Approval of prospectus by the Financial Services and Markets Authority of Belgium and the approved prospectus having been passported into the Hellenic Republic Regulatory Approvals  Approval by the HCMC of the information circular in connection with the tender offer  Approval by Euronext Brussels of the listing and admission of all shares of Titan Cement International to trading on the securities market of Euronext Brussels 5

Squeeze-out & sell-out and delisting  If 90% acceptance threshold is reached (for both Titan ordinary shares and Titan preference shares), Titan Cement International will exercise its right to acquire the remaining ordinary shares and preference shares  The remaining ordinary shareholders can elect to receive either ordinary shares of Titan Cement Squeeze-out and sell- International or cash calculated as provided for in the law (expected to be € 20.83) out  The remaining preference shareholders can elect to receive either ordinary shares of Titan Cement International or cash calculated as provided for in the law (expected to be € 16.62)  Titan Cement International obliged to acquire all Titan ordinary shares and preference shares that are offered to it within a period of three months from the publication of the results of the tender offer Timing  Titan Cement International must hold 95% of Titan voting rights and preference share capital following completion of the tender offer or the exercise of the right of squeeze-out or the right to sell- out Delisting  A General Meeting of Titan shareholders will resolve upon the delisting of each class of the Titan shares from the Athens Exchange 6

Indicative Transaction Timetable  Announcement of Voluntary Tender Offer made by Titan Cement International to all shareholders of Titan 18 October 2018  Submission of draft public offering Prospectus to FSMA  Submission of VTO draft Information Circular to HCMC  Prospectus approval by the FSMA Late November 2018  Passporting of Prospectus to HCMC and AMF  Publication of the Information Circular following approval by the HCMC  Start of acceptance period December 2018  Release of Titan Board of Director’s reasoned opinion  Announcement of results of exchange offer Mid January 2019  Admission of Titan Cement International shares to trading on Euronext Brussels, ATHEX and Euronext Paris Late-January 2019  Commencement of squeeze out process if applicable  Squeeze out process completed  Titan General Meeting resolving on delisting from Athens Exchange Late February 2019  Completion of Titan’s delisting on Athens Exchange 7