DOCUMENT PROVIDING INFORMATION UNDER LAW 3401/2005 (article 4 par. 1.e.) REGARDING THE OFFER OF TITAN SHARES TO SENIOR EXECUTIVES OF TITAN CEMENT COMPANY S.A. AND OTHER COMPANIES OF TITAN GROUP IN THE FRAMEWORK OF THE IMPLEMENTATION OF ITS STOCK OPTION PLAN
 

Titan Cement S.A. (Titan or the Company), in the framework of the implementation of its Stock Option Plans that have been introduced for the senior executives of the Company as well as of other companies of Titan Group in the sense of article 42 e of codified Law 2190/1920 and have been approved by the Annual General Meetings of Shareholders dated 5/7/2000, 19/6/2002 and 8/6/2004, as these Stock Option Plans are described below and in accordance with article 4 paragraph 1e of Law 3401/2005, hereby informs the public as follows:

1. Company and Group executives who are entitled to stock options on the basis of the Stock Option Plan that was approved by the Annual General Meeting of Shareholders dated 8/6/2004 ( The 2004 Stock Option Plan), are invited to declare in writing to the Company, from 1st to 15th December 2006, their intention to exercise in full or in part their relevant rights.
2. The above offer is addressed to 54 senior Company and Group executives, including the Managing Director, the Executive Director and three other members of the Board of Directors who provide their services as dependent Company employees. In 2004, all above executives were granted stock options to mature in 2006, for up to 111,480 new ordinary shares of the Company, at a price equal to the nominal value of each share i.e. Euro 2.00 per share. On 1.12.2006 the Board of Directors of the Company will finally determine on the number of rights that the beneficiaries will be allowed exercise depending on the performance of the common share of the Company in relation to the average performance of pre-elected Athens Exchange Indices and shares of companies belonging to the heavy industry and the building materials sector internationally, as specifically provided by the 2004 Stock Option plan, as such is described below.
3. In addition to the above, the Company and Group executives who did not exercise in November 2004 and December 2005, when they were so entitled, in full or in part, the stock option rights which had been granted to them in 2002 and 2003 by virtue of the initial Stock Option Plan approved by the Annual General Meeting of Shareholders dated 5/7/2000 and 19/6/2002 (the 2000 Stock Option Plan), are invited to declare in writing to the Company until the end of November 2006, their intention to exercise the above mentioned rights. The non-exercised rights refer to 13 executives and 82,700 common shares, of a nominal value of Euro 2.00 each, the exercise price of which has been set to € 14.68 per share.
4. Following the submission of their written declarations for the exercise of the rights granted to them by both above Stock Option Plans, the beneficiaries must disburse until 15.12.2006 in a special Company account the amount that corresponds with the number of the rights exercised by them.
5. Thereafter, depending on the number of exercised rights and the due payment until 15.12.2006 of the corresponding amount, the Board of Directors during the session of 19.12.2006, will decide the increase in the Company’s share capital, without amendment of its Articles of Association, pursuant to article 13 par. 9 of Codified Law 2190/1920 and the issuance of new common shares. The payment of the share capital increase will be verified by the Board of Directors at a separate session the same day (19.12.2006). The Board of Directors will also proceed to all other legal actions provided by the laws in force for the introduction and negotiation of the new shares in the Athens Exchange.
6. The fully paid up share capital of the Company is Euro 168,660,248.00 and is divided to 84,330,124 shares of a nominal value of Euro 2.00 each, of which 76,761,164 are common shares and 7,568,960 are preferred shares with no voting rights.

SUMMARY DESCRIPTION OF THE STOCK OPTION PLANS:
 

The initial Program (2000 Program) was approved by the General Shareholders Meeting of July 5th 2000 that allowed the distribution of up to 400,000 common shares with voting rights as stock options during 2001, 2002, and 2003 at a price of € 29.35 per share.
 

By virtue of resolution dated June 19th 2002 of the General Shareholders Meeting, pursuant to provisions of law 2919/2001, the Program was extended to also include senior group executives .
 

The above granted options had a vesting period of 3 years and could be exercised either partly in equal instalments of one third each year over the vesting period or fully at the end of the option period.
 

The distribution of options to the beneficiaries was decided by the Board of Directors of the Company on the basis of their position, responsibilities and duties as well as their performance and their advancement prospects.
 

During 2001, 2002, and 2003 options were granted to 55 executives for 369,900 shares and until 2003 mature rights were exercised for 119,200 shares. After the leave-taking of certain executives and the expiration of their rights, 240,000 options remained unexercised.
 

By resolution of the General Meeting of Shareholders dated 24.5.2004, the number of the shares of the Company doubled, due to increase in the Share Capital through the capitalization of reserves and the reduction in the nominal value per share (share split), and every shareholder received one free new share for every one held.
 

Due to the doubling in the number of shares, the General Meeting of Shareholders of June 8th 2004 decided the relevant modification of the stock option rights by doubling their number from 240,000 to 480,000 shares and by reducing their exercise price from € 29.35 to € 14.68 per share.
 

During 2004 and 2005, mature option rights were exercised for 397,300 shares. Mature rights for 82,700 shares based on the 2000 Stock Option Plan still remain unexercised.
 

The General Meeting of Shareholders of 8.6.2004 further resolved the approval of a new Stock Option Program (the 2004 Stock Option Plan) which provided the granting of option rights during the years 2004, 2005 and 2006 for up to 400,000 common shares of the Company and set the exercise price to be equal to the nominal value of the share i.e € 2.00.
 

Beneficiaries of the 2004 Stock Option Plan are the members of the Board of Directors, excluding the Chairman of the Board, who provide their services to the Company as dependent employees, senior Company executives as well as peer executives of other companies of Titan Group. Their option rights were determined by the Board of Directors of the Company on the basis of their position, their performance and their advancement prospects.
 

During 2004, 2005 and 2006 stock options were granted for up to 387,030 shares to 75 executives in total, to whom the relevant stock option certificates were delivered. However, the number of mature rights that the beneficiaries will be allowed to finally exercise each year will be determined by the Board of Directors, within December of years 2006, 2007 and 2008, as follows: From the maximum number of rights that have been granted to every beneficiary, one third is the minimum number of shares that will be exercised in any case and regardless of the performance of the Company’s share. The remaining number of rights will be determined, by one third depending on the performance of the Company’s common share in relation to the average performance of the Athens Exchange Indices FTSE 20, FTSE 40 and General Index and by the remaining one third depending on the performance of the Companyis common share in relation to the average performance of shares of companies belonging to the heavy industry building materials sector such as Heracles, Lafarge, Holcim, Cemex, Heidelberg Cement, Italcementi, CRH, Buzzi-Unicem, Cementos Portland, Cimpor, Florida Rock, Rinker. The Board of Directors, in order to determine the number of rights to be finally exercised in December 2006, will consider the performance of the common share in relation to the Athens Exchange Indices and the performance of the above mentioned companies’ shares during October 2003 and October 2006. Respectively, for the final determination of the number of rights to be exercised in 2007, the Board will consider in the manner mentioned above the performance of the common share of the Company during October 2004 and October 2007 and for the final determination of the number of rights to be exercised in 2008, the Board will consider the performance of the common share during October 2005 and October 2008. In case any of the above Athens Exchange indices or companies of the building materials sector ceases to exist in the future, the Board of Directors of the Company is authorized to replace it with another similar index or company.
 

The 2004 Stock Option Plan provides the following four share performance categories: 1) Strong over-performance, namely performance difference above 20% during the comparable months (October) between the Company’s share and the corresponding average performance, as set above, in which case the corresponding one third of the rights will be exercised in full. 2) Simple over-performance, namely performance difference above 5% but below 20%, in which case two thirds (2/3) only of the corresponding one third will be exercised. 3) Performance in line with the market, namely difference positive or negative up to 5% from the respective average performance, in which case only one third (1/3) of the corresponding rights will be exercised and 4) Performance below market, namely negative performance difference above 5% from the respective average performance, in which case no rights will be exercised for the corresponding one third. 
 

The stock option rights that were granted to beneficiaries in years 2004, 2005 and 2006 have a vesting period of 3 years and therefore can be exercised during years 2006, 2007 and 2008 respectively, solely in December, whereupon the relevant amounts will be paid. The above rights will expire in December of years 2007, 2008 and 2009 respectively.
 

Responsible for compiling this informative document and ensuring the accuracy of the information provided therein, are:

1. Eleni Papapanou, Lawyer, Secretary to the Board of Directors of Titan Cement Company S.A, 22A Halkidos Street, 111 43 Athens, tel. 210 2591610
2. Elias Moshonas, Group HR Director, 22A Halkidos Street, 111 43 Athens tel. 210 2591277
3. Takis Canellopoulos, Investor Relations Officer, 22A Halkidos Street, 111 43 Athens tel.: 210 2591531

 

The above announcement was notified to the Athens Exchange and was posted on its website.