Report of the Board of Directors

OPERATIONAL RISKS

Risks arising from the climate and natural disasters: The Group operates in countries and areas such as Greece, Egypt, Turkey and Florida in the USA which are exposed to natural hazards (climate and geological) such as typhoons, sandstorms, earthquakes etc. Among the measures adopted by the Group to mitigate the disastrous effects of these phenomena, is the adoption of stricter designing standards than the ones stipulated in the relevant legislation. In addition, the Group has in place emergency plans to safeguard its industrial infrastructure and protect the lives of the Company’s employees.

Political Risks: The Group operates in regions that at times experience persistent political instability, riots, uprisings and generally various conditions that lead to extreme volatility and pose significant risks over the control, normal operation and return on the Group’s investments. The aforementioned risks are managed through ad hoc measures aiming at maximum protection of TITAN’s regional investments.

Risks associated with production cost: The consumption of thermal energy, electricity and raw materials constitutes the most important element of the Group’s cost base. The fluctuation in the price of fossil fuels poses a risk which greatly affects the cost of production.

In order to mitigate the effects of such a risk, the Group invests, and will continue to do so, in low energy-requirement equipment and in the replacement of fossil fuels by alternative fuels.

Ensuring access to the required quality and quantity of raw materials is an additional priority, which is taken into account when planning new investments.

With regard to existing units, the Group ensures the adequate supply of raw materials for the duration of the life of its industrial units.

The Group will also continue to invest in the use of alternative raw materials in order to gradually lessen its dependence on natural raw materials. To this end, the Group has set specific quantifiable targets for the substitution of natural raw materials by alternative raw materials, such as natural waste, and is closely monitoring the evolution of this activity.

Risks regarding safety at work: Safety at work for Titan employees is a top priority. The systematic effort to improve safety across all of the Group’s operations includes among others, the appointment of an adequate number of safety officers to all productive units. Planning includes a variety of training programs aiming at the systematic training and education of employees and the firm application of systems and processes, which are designed and controlled by the Company’s Health and Safety Division.

Environmental risks: Protection of the environment and sustainable development are core priorities for the Group. To that end, the Group will continue its efforts to reduce its carbon footprint with an aim to achieve a total reduction of 22% in 2015 compared to 1990.

Furthermore, in order to limit the possibility of environmental damage, the Group will continue to systematically invest in the Best Available Technologies for the protection of the environment.

Moreover, the Group monitors closely forthcoming changes in the legislation regarding the protection of the environment and takes in advance all necessary measures for their implementation, in order to avoid the risk of non-timely compliance, when the new regulations come into effect.

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 2013, and the balances of payables and receivables as at 31.12.2013 for the Group and the Company, arising from transactions between related parties are presented in the following tables:

Regarding the transactions above, the following clarifications are made:

The revenue presented relates to sales of the company’s finished goods 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 three outstanding floating rate loan agreements: a) one of €100 million maturing in 2015 at the Euribor rate plus a 3.313% spread per annum, and b) one of €550 million maturing in 2015 with an interest rate of Euribor plus 3.05% spread per annum as well as c) 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 2013 stood at €4.9 million compared to €3.6 million the previous year.

ANNUAL REPORT OF THE BOARD OF DIRECTORS AND FINANCIAL ACCOUNTS FOR THE FISCAL YEAR 2013

The Board of Directors considers that the Annual Report and the Financial Accounts for the fiscal year 2013, taken as a whole, are fair, balanced and understandable and provide the information necessary for shareholders to assess the Company’s performance, business model and strategy.