INFORMATIVE MATERIAL ACCORDING TO LAW 3401/2005 OF TITAN CEMENT S.A. REGARDING THE STOCK OPTION SCHEME TO THE COMPANY’S SENIOR EXECUTIVES (article 4 par. 1f)
Titan Cement S.A. (the Company), in the framework of its implementation of the stock option scheme for senior executives approved by the Annual General Meeting of Shareholders dated 5/7/2000, 19/6/2002 and 8/6/2004 in the form of stock options (the Scheme), as described below and in accordance to article 4 paragraph 1f of Law 3401/2005, would like to inform the public on following issues:
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The Company executives who are entitled to stock options should present in writing to the Board of Directors by the end of November 2005, their intention to exercise in full or in part their rights.
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The scheme for the 2005 is addressed to 41 senior Company executives, including three members of the Board of Directors who provide their services under employment, to whom options were granted during the years 2001-2003 for 200.000 new ordinary shares of Titan Cement S.A., nominal value Euro 2.00 each. These shares will result in an increase in the Company’s Share Capital, which will take place in December 2005, without amendment to its articles of Association.
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Following the submission from the eligible parties of their written intention to participate and due payment, the Board of Directors during the session of December 15, 2005 will confirm the exercise of the options, (including the full payment), the increase in Share Capital and the issuance of new shares.
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The fully paid Share Capital stands at Euro 168,258,448.00 and is divided to 84,129,224 shares of nominal value Euro 2.00 each, out of which 76,560,264 are common shares and 7,568,960 are preferred shares with no voting right.
SUMMARY DESCRIPTION OF THE SCHEME
A program of stock options has been introduced in order to encourage senior executives to identify with shareholder interest and to focus on the Company’s long-term growth.
The initial scheme was approved by the General Shareholders Meeting of July 5th, 2000, and allowed the distribution of up to 400,000 ordinary bearer shares with voting rights as stock options during 2001, 2002, and 2003 at a price of € 29.35 per share.
This program has also been extended to include senior executives of associated companies by the June 19th, 2002 decision of the General Shareholders Meeting and in accordance with the provisions of L aw 2919/ 2001.
The annually granted options had a vesting period of 3 years. These could have been exercised either in equal instalments over the vesting period, or fully at the close.
The distribution of options to beneficiaries is decided by the Board of Directors on the basis of their position, their responsibilities and duties, their performance, and their advancement prospects.
During 2001, 2002, and 2003 options were granted to 55 executives for 369,900 shares, up to 2003 mature rights were exercised for 119,200 shares. The remainder of non-exercised rights is for 240,000 shares.
By decision of May 24, 2004 Annual General Meeting of Shareholders, the number of shares doubled due to increase in the Share Capital through the capitalization of reserves and reduction in the nominal value per share (share split), also every shareholder received one free new share for every one held.
Due to the doubling in the number of shares, the Shareholders General Meeting of June 8th, 2004 decided the modification of the stock option plan by doubling the number of shares, from 240,000 to 480,000, and reduction in the exercise price from € 29.35 to € 14.68 per share.
During 2004, options were exercised for 196,400 shares. The remainder of non-exercised rights is for 283,600 shares.
Responsible for compiling this informative material, and ensuring the accuracy of the information presented therein, are:
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Konstantinos Karyotis, Legal Counsel, Member of the BoD., Halkidos 22A, tel.: 210 2591626
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Elias Moshonas, Group HR Manager, Halkidos 22A. tel.: 210 2591277
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Takis Canellopoulos, Investor Relations Officer, Halkidos 22A, tel.: 210 2591531
Interested parties can obtain this informative material from the company’s offices at 22A Halkidos Street, 111 43 Athens, and in electronic form from our website (http://www.titan-cement.com). Those who would like more information can contact Mrs. N. Kalesi at the Shareholders Service Department, tel.: 210 2591257, during normal working hours.
The above announcement was notified to the Athens Exchange and was posted on its website.