Cementir N : Verbale dell'Assemblea - Draft (versione inglese)

Q.G.M draft April 20, 2023 - for discussion purposes only

NOTARIAL RECORD

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

BG/2020.0117.01/102311 20-04-2023 1

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

On April twentieth, two thousand twenty-three, at the request of the chair 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, Bianca Geuze ("Chair") was present who addressed the meeting as follows:

Chair:

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. 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, I have been asked by Cementir to act as chair of this meeting. My name is Bianca Geuze 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 chair.

I would like to invite you to vote on the proposal to appoint myself, Bianca Geuze, as chair 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 abstain?

(No questions were asked. The Chair continues.)

Thank you - I will act as chair 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 Paul Quist, 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.

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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), Roberto Marazza (Group Chief Financial Officer), Marco Bianconi (Head of M&A, Business Development and Investor Relations) and, for IT technical issues, Giacomo Cornetti (Chief Information Technology Officer).

Also joining through video conference is Cementir's auditor, PricewaterhouseCoopers Accountants N.V., 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 ninth, two thousand twenty-three.
• The meeting will vote on the agenda items by electronic vote. I will announce results of the voting after each vote. Cementir decided that shareholders can 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. Alternatively, shareholders who attend the meeting in person or by proxy will be able to vote on the agenda items at meeting and will 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 ninety-one (191) shareholders have exercised their voting rights online before the meeting. In total, there are one hundred twenty-three million one hundred seventy-three thousand four hundred forty-eight (123,173,448) shares represented in the meeting, which represents approximately seventy-seven point forty-one percent (77.41%) of the Company's issued capital and approximately seventy-nine point twenty percent (79.20%) of the Company's outstanding capital.
• The meeting will be held in English in accordance with Cementir's articles of association.
• A tape recording of this meeting is made for reporting purposes.

Finally, Bastian Kardol of Computershare is present at the meeting. Bastian 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 2022.

2. 2022 ANNUAL REPORT

1. Report of the Board of Directors for the financial year 2022

The Report of the Board of Directors for the financial year 2022 is contained in Cementir's 2022 Annual Report and has been made available on Cementir's website. We trust that the shareholders will have taken note of the Directors' Report with interest.

We will discuss the Directors' Report after the following presentation.

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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:

2022 financial year results commentary

• Revenues hit historical record of one billion seven hundred twenty-three million Euros ( 1,723 million Euros) (plus twenty-six point seven percent (26.7%) year-on-year).Non-GAAP revenue reached one billion seven hundred twenty-one million Euros ( 1,721 million Euros) (plus twenty-six point five percent (26.5%)), with volumes moderately declining and price increases offsetting cost inflation.
• EBITDA reached the historical record of three hundred thirty-five point two million Euros ( 335,2 million Euros) (plus seven point eight percent (7.8%) year-on-year).Non-GAAP EBITDA reached three hundred fifty-five million Euros ( 355 million Euros) (plus fourteen point two percent (14.2%) year-on-year), including seventeen point eight million Euros ( 17,8 million Euros) one-off. Excluding non-recurring items EBITDA of approximately three hundred thirty-seven point two million Euros ( 337,2 million Euros) plus twelve point four percent (12.4%) year-on-year.
• Group net profit of one hundred sixty-two point three million Euros ( 162,3 million Euros ) (plus forty-three point two percent (43.2%) year-on-year);non-GAAP group net profit of one hundred seventy-five point nine million Euros ( 175,9 million Euros) (plus fifty-five point two percent (55.2%) year-on-year).
• Net cash reached ninety-five point five million Euros ( 95,5 million Euros) (net debt of forty point four million Euros ( 40,4 million Euros) at December thirty-first, two thousand twenty-one), a reduction of one hundred thirty-five point nine million Euros ( 135,9 million Euros) year-on-year including IFRS 16 impact and twenty-eight million Euros ( 28 million Euros) of dividends distribution
• These record results were achieved despite a challenging backdrop: geopolitical uncertainties and monetary restrictions, significant increase in the costs of fuel, electricity, raw materials, transport and services; the sharp devaluation of the Turkish lira against the Euro.
• I believe that in this context we have further demonstrated the solidity and resilience of our business model and we have begun to reap the benefits of a geographical and product diversification that has made Cementir more solid, more stable and more dynamic over the course of the last few years.
• We have maintained an Investment Grade financial rating of BBB- from Standard & Poor's with stable outlook.
• For the above reasons, the Board has proposed a forty-four percent (44%) dividend increase versus last year, from eighteen cents (EUR 0.18) to twenty-two cents (EUR 0.22) per share.

Sustainability commentary

• We have significantly improved all our sustainability ratings, notably the A- rating by CDP on both climate change and water security.
• We have signed the United Nations Global Compact in July two thousand twenty-two to further develop a more responsible business, respectful of human and labour rights, promoting environmental protection and anti-corruption initiatives.

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• We have also signed the WASH pledge, an initiative developed by the World Business Council for Sustainable Development and supported by the United Nations; and we are committed to providing access to safe water, sanitation and hygiene at the workplace within our operations.
• Our priority continues to be a stronger health and safety culture and a zero-accident strategy, such that in two thousand twenty-two there were no fatalities and high-consequence injuries among our employees and contractors or subcontractors.
• Greater focus on innovation with ongoing studies and development of low carbon cement as well as the installation of a pilot Carbon Capture Unit ("CCS") at our Aalborg Portland plant in Denmark.
• During two thousand twenty-two, the 2030 Roadmap has been updated to include CCS technology at Aalborg, in addition to the actions already planned for all our operations. With an ambitious investments program in sustainability, by two thousand thirty we aim to reduce CO2 emissions to four hundred sixty (460) kilograms per ton of grey cement and to seven hundred thirty-eight (738) kilograms per ton of white cement.
• In the 2023-25 Industrial Plan we have committed eighty-six million Euros (EUR 86,000,000) for several sustainability investments, spanning from kiln revamping at our Belgian plant to alternative fuels increase, electricity consumption optimization and clinker content reduction.
• We have increased the commercialization 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 improve employee's work life conditions, well-being and diversity, equity and inclusion. We are also strongly committed to communities and their needs as we have demonstrated in occasion of the tragic Turkish earthquake in early two thousand twenty-three.

Thank you.

Chair

Thank you.

Are there any questions about the Directors' Report or the presentation?

(No questions were asked. The Chair continues.)

1. 2022 Remuneration Report

We now move to the next agenda item: 2022 Remuneration Report. This agenda item will be put to an advisory vote.

The 2022 Remuneration Report is contained in Cementir's 2022 Annual Report and has been made available on Cementir's website. The 2022 Remuneration Report complied with the 2022 Remuneration Policy, approved by the Annual General Meeting held on April twenty-first, two thousand twenty-two and described how the policy was implemented during the year. In line with disclosure requirements provided for in the Dutch Civil Code, in the 2023 Remuneration Report the Company will explain how the advisory vote of this Annual General Meeting would be considered.

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We trust that the shareholders will have taken note of the 2022 Remuneration Report with interest.

Does anyone require a further explanation of the 2022 Remuneration Report?

Are there any questions about the 2022 Remuneration Report?

(No questions were asked. The Chair continues.)

I would like to ask Computershare to confirm the votes cast. The vote concerns the proposal to approve the 2022 Remuneration Report.

Mr Kardol:

The results of the voting are:

• one hundred sixteen million two hundred seventy-nine thousand nineteen (116,279,019) votes in favour
• six million eight hundred ninety-four thousand three hundred ninety-nine (6,894,399) votes against
• thirty (30) abstentions

Chair:

Thank you.

There are one hundred sixteen million two hundred seventy-nine thousand nineteen (116,279,019) votes or approximately ninety-four point forty percent (94.40%) of all votes cast in favour and six million eight hundred ninety-four thousand three hundred ninety-nine (6,894,399) votes or approximately five point sixty percent (5.60%) of all votes cast against. There are thirty (30) abstentions.

1. Adoption of the 2022 Annual Accounts

We now move to the next agenda item: Adoption of the 2022 Annual Accounts. This agenda item will be put to a vote.

The 2022 Annual Accounts have been made available on Cementir's website. The annual accounts have been audited by PricewaterhouseCoopers Accountants N.V., who have given an unqualified opinion.

We trust that the shareholders will have taken note of the 2022 Annual Accounts with interest.

As stated, the auditor is present through video conference. I would like to give the floor to PricewaterhouseCoopers Accountants N.V. 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.

On March ninth, two thousand twenty-three, we have issued an unqualified auditors' report on the consolidated and company financial statements of Cementir Holding N.V. for two-thousandtwenty-two. The auditors' report is included in the Other Information of the annual report.

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