Cementir N : Rendiconto sintetico delle votazioni - Bozza

Draft minutes - for discussion purposes only

NOTARIAL RECORD

CONTAINING THE MINUTES OF A GENERAL MEETING OF CEMENTIR HOLDING N.V.

BG/2020.0117.01/64389 03-05-2022 3

Today, [date], I, Vincent van Kampen, candidate civil law notary, acting as legal substitute (waarnemer) for Tambina Jannie Geuze-Draaijer, civil law notary in Amsterdam, hereinafter referred to as "civil law notary", have drawn up a notarial record of the following:

On April twenty-first, two thousand twenty-two, at the request of the chairman to be referred to hereinafter, I, civil law notary, attended the annual general meeting of Cementir Holding N.V., a public limited company (naamloze vennootschap) having its seat in Amsterdam, the Netherlands, its address at Corso di Francia no. 200, 00191 Rome, Italy and registered in the Dutch trade register under number 76026728, held at Concertgebouwplein 29, 1071 LM Amsterdam, the Netherlands, in order to make a notarial record of the business transacted in that meeting.

In the general meeting, I, civil law notary, established the following:

Among others, Paul Hubertus Nicolaas Quist ("Chairman") was present who addressed the meeting as follows:

The Chairman:

1. OPENING

Ladies and Gentlemen,

On behalf of Cementir Holding N.V., I welcome you to its annual general meeting of shareholders.

I also wish to welcome the members of the press who will follow the meeting by call conference.

Before we start, I want to emphasise that strict compliance to health and safety measures is required in the context of the continuing emergency due to the Covid-19 pandemic.

As you will have noticed, the board members are not physically present at this meeting for such health and safety reasons. Mr Francesco Caltagirone, the Chairman of the Board and CEO, is joining this meeting by video conference. All the other Board members have excused themselves to the satisfaction of the Board.

Given the physical absence of all board members and the above-mentioned extraordinary circumstances, I have been asked by Cementir to act as chairman of this meeting. My name is Paul Quist and I am a civil- law notary in Amsterdam. I have an independent role. For completeness' sake, I would like to ask the general meeting to appoint me as its chairman.

I would like to invite you to vote on the proposal to appoint me, Paul Quist, as chairman of the meeting.

Unless anyone objects, the meeting will vote on this proposal by acclamation. This means that you will be given the opportunity to (a) make a voting declaration, (b) vote against or (c) abstain. If you do not do one of these things, we will assume that you vote in favour. If you do not vote or vote incorrectly (for example, both against and abstain), your vote will be regarded as not having been cast.

Does anyone wish to make a voting declaration? Does anyone wish to vote against? Does anyone wish to

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abstain?

Thank you - I will act as chairman of this meeting. As such, I appoint Vincent van Kampen as secretary of the meeting. Vincent is a candidate civil-law notary at my firm, Quist Geuze Meijeren and at present acts as legal substitute for Ms Bianca Geuze-Draaijer, civil law notary in Amsterdam and partner at my firm. The minutes of this meeting will be laid down in a notarial record by Vincent.

In addition to Mr Francesco Caltagirone joining by video conference, we are also joined through video conference by certain Cementir top managers. These are Claudio Criscuolo (Group General Counsel), Giovanni Luise (Group Chief Financial Officer), Marco Bianconi (Head of M&A, Business Development and Investor Relations) and Giacomo Cornetti (Chief Information Technology Officer).

Also joining through video conference is Cementir's auditor, PricewaterhouseCoopers, in the person of Sander Gerritsen.

Before moving on to the next agenda item, I have a number of general comments:

• I note that the meeting was convened in time and in accordance with the required formalities by placing the convening notice and agenda on the Cementir's website on March tenth, two thousand twenty-two.
• As permitted by the Emergency Bill enacted by the Dutch Government in connection with the COVID-19 pandemic, Cementir decided that shareholders can only exercise their voting rights beforehand through the Monte Titoli system online or by granting a proxy to Computershare S.p.A. to vote on their behalf through the Monte Titoli system online. Consequently, shareholders who attend the meeting in person will not be able to vote on the agenda items at the meeting and will only be entitled to address the meeting and ask questions. The results of the voting will be announced after the discussion of each agenda item.
• This meeting will decide with simple majority of votes cast regardless of which part of the issued share capital such votes represent, except for agenda item 3 for which a majority of seventy-five percent (75%) of the votes cast applies. Blank votes, abstentions and invalid votes are regarded as votes that have not been cast.
• one hundred sixty-five (165) shareholders have exercised their voting rights online before the meeting, which represents approximately seventy-seven point sixty-two percent (77.62%) of the Company's issued capital and approximately seventy-nine point forty-two percent (79.42%) of the Company's outstanding capital.
• The meeting will be held in English in accordance with Cementir's articles of association.
• Cementir gave shareholders the possibility to ask written questions about the items on the agenda by e-mail. The answers will be made available by Cementir on its website by today, end of business.
• A tape recording of this meeting is made for reporting purposes.

Finally, Ivana Cvjetkovic of Computershare is present at the meeting. Ivana will announce the results of the pre-meeting voting and, insofar necessary, thereby cast and repeat the relevant votes in this meeting.

I wish you an interesting and informative meeting and move to the next agenda item: The Report of the Board of the Directors for the financial year 2021.

2. 2021 ANNUAL REPORT

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1. Report of the Board of Directors for the financial year 2021

The Report of the Board of the Directors for the financial year 2021 is contained in Cementir's 2021 Annual Report and has been made available on Cementir's website. We trust that the shareholders will have taken note of the Director's Report with interest.

We will discuss the Director's Report after the following presentation.

I would like to give the floor to Mr Francesco Caltagirone, Chairman and CEO of Cementir, for his presentation. Afterwards you can ask questions about the presentation.

Mr Francesco Caltagirone:

Thank you. Just a quick overview on what happened in two thousand twenty-one (2021) that has been a record year for the company.

• Revenues hit historical record of one billion three hundred sixty million Euros (EUR 1,360,000,000) (plus eleven percent (11%) year-on-year) due to good performance in all geographies.
• EBITDA reached the historical record of three hundred eleven million Euros (EUR 311,000,000) (plus nearly eighteen percent (18%)) including an eleven million one hundred thousand Euros (EUR 11,100,000.00) net one-off positive impact. Recurring EBITDA of approximately three hundred million Euros (EUR 300,000,000) (plus fourteen percent (14%)).
• Group net profit of one hundred thirteen million three hundred thousand Euros (EUR 113,300,000) (plus eleven percent (11%) year-on-year)
• Net Financial Debt reached forty million four hundred thousand Euros (EUR 40,400,000), a reduction of eighty-one million eight hundred thousand Euros (EUR 81,800,000) year-on-year

including IFRS	16 impact, after twenty-four million eight hundred thousand Euros
(EUR 24,800,000)	share buyback investment, twenty-one million nine hundred thousand Euros
(EUR 21,900,000)	of dividends distributed and four million Euros (EUR 4,000,000) invested to

acquire an aggregates business in Turkey

• For these reasons we propose a dividend per share increase of twenty-nine percent (29%) versus last year, from fourteen Euro cents (EUR 0.14) to eighteen Euro cents (EUR 0.18).
• These record results were achieved despite challenging markets: Covid-19, significant tensions on energy prices and sea freights; difficulties in procurement and in finding human and technical resources; the sharp devaluation of the Turkish lira against the Euro.
• I believe that in this context we have unequivocally demonstrated the resilience of our business model and we have begun to reap the benefits of a geographical and product diversification that starts from afar and that has made Cementir more solid, more stable and more dynamic over the course of the last few years.

On sustainability:

• We have achieved an Investment Grade financial rating of BBB- from Standard & Poors with stable outlook.
• We have significantly improved all our sustainability ratings, notably the rating upgrade from B to A- by CDP.

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• We have obtained the certification of our decarbonization objectives by the Science Based Target initiative.
• With the 2030 Roadmap we have launched an ambitious investments program in sustainability that in less than ten (10) years will lead us to reach the objectives of reducing CO² emissions below five hundred (500) kilogram per ton of gray cement and below eight hundred (800) kilogram per ton of white cement.
• In the 2022-24 Industrial Plan we have committed ninety-seven million Euros (EUR 97,000,000), equal to approximately seven percent (7%) of the Group annual revenues, to a number of Green Investments, spanning from plant thermal efficiency to electricity consumption optimization; from alternative fuels and more sustainable energy sources usage, to clinker content reduction.
• We have launched in the market a range of green cements based on our FUTURECEM technology. This is a low-carbon cement allowing for a thirty percent (30%) reduction in CO² emissions, significantly contributing to our decarbonization goals.
• We are aware that sustainability does not apply only to the environmental aspect but embraces social and governance issues as well. In this respect we continue to be strongly committed to the communities in which we operate, providing services such as district heating, with the aim of reaching around fifty percent (50%) of Aalborg urban population, the recovery of biodiversity in dismantled quarries in Belgium, the promotion of education through high school and university scholarships in Turkey.

Thank you.

The Chairman:

Thank you.

Are there any questions about the Director's Report or the presentation?

(No questions were asked. The Chairman continues.)

1. 2021 Remuneration Report

We now move to the next agenda item: 2021 Remuneration Report. This agenda item will be put to an advisory vote.

The 2021 Remuneration Report is contained in Cementir's 2021 Annual Report and has been made available on Cementir's website. The 2021 Remuneration Report complied with the 2021 Remuneration Policy, approved by the Annual General Meeting held on April twenty-first, two thousand twenty-one and described how the policy was implemented during the year. In line with disclosure requirements provided for in the Dutch Civil Code, in the 2022 Remuneration Report the Company will explain how the advisory vote of this Annual General Meeting would be considered.

We trust that the shareholders will have taken note of the 2021 Remuneration Report with interest.

Does anyone require a further explanation of the 2021 Remuneration Report?

(No questions were asked. The Chairman continues.)

Are there any questions about the 2021 Remuneration Report?

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(No questions were asked. The Chairman continues.)

I would like to ask Computershare to confirm the votes cast. The vote concerns the proposal to approve the 2021 Remuneration Report.

Ms Cvjetkovic:

The results of the voting are:

• one hundred thirteen million eight hundred fourteen thousand nine hundred twenty-five (113,814,925) votes in favour;
• nine million seven hundred thousand seven hundred seventeen (9,700,717) votes against; and
• no abstentions.

The Chairman:

Thank you.

There are one hundred thirteen million eight hundred fourteen thousand nine hundred twenty-five (113,814,925) votes or approximately ninety-two point fifteen percent (92.15%) of all votes cast in favour and nine million seven hundred thousand seven hundred seventeen (9,700,717) votes or approximately seven point eighty-five percent (7.85%) of all votes cast against. There are no abstentions.

1. Adoption of the 2021 Annual Accounts

We now move to the next agenda item: Adoption of the 2021 Annual Accounts. This agenda item will be put to a vote.

The 2021 Annual Accounts have been made available on Cementir's website. The annual accounts have been audited by PricewaterhouseCoopers, who have given an unqualified opinion.

We trust that the shareholders will have taken note of the 2021 Annual Accounts with interest.

As stated, the auditor is present through video conference. I would like to give the floor to PricewaterhouseCoopers to report on the scope of the audit, the audit approach and findings. Afterwards you can ask questions about the presentation.

Mr. Gerritsen:

Thank you, Mr Chairman and good afternoon, to everyone.

On March tenth, two thousand twenty-two, we have issued an unqualified auditors' report on the consolidated and separate financial statements of Cementir Holding N.V. for the year two thousand twenty- one (2021). The auditors' report is included in the Other Information of the annual report.

The financial statements have been prepared in accordance with IFRS as adopted by the EU and also comply with the requirements of Title 9, Book 2 of the Netherlands Civil code.

The other information that is included in the Annual report complies with Dutch legal requirements and is consistent with the financial statements and with our knowledge obtained during the audit of the financial statements or otherwise.

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