The Board of Directors is responsible for the overall conduct of the Cementir Group and has the powers, authorities and duties vested in it by and pursuant to the relevant laws of the Netherlands and the Articles of Association. In all its dealings, the Board shall be guided by the interests of the Cementir Group as a whole, including but not limited to the Company's shareholders and also taking into account the interests of relevant stakeholders. The Board has the final responsibility for the management, direction and performance of the Company and the Cementir Group.

The Board of Directors is currently made up of one Executive Director (Francesco Caltagirone, Chief Executive Officer or "CEO") and seven Non-Executive Directors (Alessandro Caltagirone and Azzurra Caltagirone, Vice Chairmen; Adriana Lamberto Floristan, Senior Non-Executive Director; Saverio Caltagirone, Fabio Corsico, Benedetta Navarra and Annalisa Pescatori).

Three Non-Executive Directors of the Company are qualified as independent for the purposes of the Code: Adriana Lamberto Floristan, Benedetta Navarra and Annalisa Pescatori.

The Board has allocated duties and powers to the Directors by Board Rules approved pursuant to Art. 7.1.5 of the Company's Articles of Association on 5 October 2019 and subsequently last amended on 27 April 2023.

Board Committees

Audit Committee

The Audit Committee consists of three members: 1. Benedetta Navarra (Chairman, expert in financial reporting), 2. Annalisa Pescatori, 3. Adriana Lamberto Floristan. All members of the Audit Committee are independent pursuant to Best Practice provision 2.1.8 of the Code.

Remuneration and Nomination Committee

The Remuneration and Nomination Committee consists of three members: 1. Annalisa Pescatori (Chairman), 2. Benedetta Navarra, 3. Adriana Lamberto Floristan. All the members of the Remuneration and Nomination Committee are independent pursuant to Best Practice provision 2.1.8 of the Code.

Sustainability Committee

The Board of Directors established the Sustainability Committee in its current composition on 27 April 2023. The Sustainability Committee consists of: Chairman Francesco Caltagirone Jr., and Members Annalisa Pescatori (independent), Benedetta Navarra (independent), and Adriana Lamberto Floristan (independent).

The Group Sustainability Committee plays the key role of assisting Cementir Holding's Board in formulating and implementing a sustainability strategy for the creation of long-term value.

During 2024, 5 meetings of the Board of Directors were held, in which the Board of Directors, among other things:

• examined and approved the preliminary consolidated results for the fourth quarter of 2023 and for the year ended 31 December 2023;
• examined and approved the 2024 budget and the update of the 2024-2026 Business Plan. In this context, in particular, the Board examined and discussed the strategic vision underlying the 2024-2026 Business Plan proposed by the CEO and, in its integrated composition of Executive and Non-Executive Directors, shared and approved this strategy, participating in the definition of sustainable long-term value creation;
• examined and approved the financial statements for the year ended 31 December 2023, preceded by the approval of the impairment test, and also approved the Cementir Group's Sustainability Report - Non-Financial Statement 2023 with the related materiality matrix, the Corporate Governance Report pursuant to the Code and the Remuneration Report;
• examined and approved the quarterly financial results of the Cementir Group and the half-year financial report;
• examined and approved the Internal Audit plan for the year 2025 and the Group's risk assessment, in which the risks associated with the strategy and activities of the Company and its subsidiaries were identified and analysed, in particular the strategic, financial, operational, compliance and sustainability risks, and specific and separate information was provided on the risks related to climate change and the energy transition, which were therefore a further opportunities for discussion and in-depth analysis of sustainability issues within the Board;
• reviewed the performance and procedures of the Board itself and its Committees, assessing their size and composition, also in consideration of professional experience, management expertise, gender;
• verified the diversity targets for 2023 and also defined the diversity and inclusion targets for the Board and senior management for 2024;
• approved the policy for the regulation of lobbying activities and political contribution, the Audit Manual and the Internal Audit Charter, and updated the procedure for handling and disseminating inside information and the Internal Dealing Code.

In line with the suggestions arising from the Board's annual self-assessment, Board meetings were opened with a brief introductory presentation by the Chairman on the current geopolitical situation, strategic issues and/or potential risks facing the Company, as a useful tool to provide Directors with a better visibility and understanding of the Company's business.

The Audit Committee prepares the decision-making of the Board regarding the supervision of the integrity and quality of the Company's financial reporting and the effectiveness of the Company's internal risk management and control systems.

The Audit Committee focuses on monitoring the Board of Directors, among others, in the following matters: • relations with the internal and external auditors, and compliance with and follow-up on their recommendations and comments.

The internal audit function has sufficient resources to execute the internal audit plan and has access to information that is important for the performance of its work. The internal audit function has direct access to the Audit Committee and the external auditor. Records are kept of how the Audit Committee is informed by the internal audit function.

The internal audit function reports its audit results to the Board and the Audit Committee and informs the external auditor. The findings of the internal audit function include the following:

• any flaws in the effectiveness of the internal risk management and control systems;
• any findings and observations with a material impact on the risk profile of the Company and its subsidiaries; and
• any failings in the follow-up of recommendations made by the internal audit function.

During 2024, the Audit Committee met 4 times. During these meetings, the Audit Committee examined and discussed the activities carried out by the Internal Audit function and the Ethics Committee during 2023; examined the activities of the Internal Audit function referring to the first quarter and half-year of 2024, agreeing on methods and timing for the receipt of periodic or event-based information, with particular reference to significant events subject to audits, whistleblowing reports and litigation; the Audit Committee then examined the Audit Plan prepared by the Internal Audit function for 2025, together with the budget for that function for the same year. It also examined the Group's Enterprise Risk Assessment.

Group Profile

Cementir Holding N.V. is a multinational company with its registered office in the Netherlands, listed on the Euronext Star Milan segment. The company operates in the building materials sector and focuses on four main business lines: grey cement, white cement, ready-mixed concrete and aggregates.

Cementir is the world leader in the niche segment of white cement. The company is the largest producer of cement in Denmark and ready-mixed concrete in the Scandinavian area, the third largest cement producer in Belgium, and one of the main international operators in Türkiye, with two companies listed on the Istanbul Stock Exchange. In Belgium, the Group operates one of the largest aggregate quarries in Europe, and in Türkiye it processes industrial waste to produce fuel for its cement plants.

Group Strategy

Cementir strategy is built upon five pillars defined in the Group Industrial Plan: Sustainability, Enhancement of people, Innovation, Competitiveness Improvement, Growth and Positioning.

1) Sustainability

Cementir commitment is to constantly reduce its carbon footprint and achieve net zero emissions by 2050. This decarbonization path, articulated in a detailed Roadmap, sets sustainability objectives consistent with those of the United Nations and reflected in management incentive schemes. The main actions are:

• Clinker reduction: Cementir aims to progressively replace clinker with alternative materials such as fly ash, slag and calcinated clay, leading to the development of low-carbon cements like FUTURECEM® and D-Carb®.
• Alternative fuels and Energy: the Group is continuously increasing both the use of alternative fuels, such as biomass and gas, and the proportion of alternative energy sources, including renewables through long-term Power Purchase Agreements (PPAs).
• Recycling and Reuse: Cementir promotes the recycling and reuse of materials as part of its circular economy approach, such as concrete recycling as a substitute for natural aggregates and water usage optimization in the production process.
• Thermal efficiency optimization: the Group is constantly optimizing thermal efficiency, in order to reduce energy consumption and carbon emissions.
• Transport and Logistics: Cementir is implementing initiatives to reduce the climate impact of transport, procurement and logistics, including e-procurement, electric ready-mix trucks and fuel-efficient vessels.
• Adoption of breakthrough technologies such as Carbon capture and storage (CCS): the ACCSION project, based in Aalborg, Denmark, will be Cementir first carbon capture initiative and one of the first and largest full onshore carbon capture and storage project in Europe. By 2030 it is expected to reduce CO2 emissions by 1.5 million tons per year.

2) Valuing people

The Group's commitment is to promote a strong safety culture with the goal to achieve Zero Accidents through regular training and awareness programs. It also aims to prioritize employee development and foster a positive, inclusive work environment that champions diversity and inclusion, leveraging on learning platforms such as the Cementir Academy.

3) Innovation

Innovation is a core driver of Cementir long-term success. This pillar focuses on:

• Developing sustainable solutions: Cementir invests in research and development to create new low carbon solutions and other sustainable and high added-value products such as FUTURECEM®, and D-Carb®.
• Digital transformation: the company embraces digital technologies to enhance operational efficiency, improve customer experiences, and drive innovation across its operations, also with the adoption of Artificial Intelligence solutions.
• Breakthrough technologies: Cementir actively collaborates with external partners, including research institutions and universities, to accelerate the development and adoption of new technologies.

4) Improve competitiveness

The Group is implementing a series of actions to further enhance profitability and operational efficiency, including process digitization, preventive and predictive maintenance, advanced production control systems, intelligent logistics, warehouse management and integrated digital sales planning.

5) Growth and Positioning

Cementir strives to combine organic growth, strategic acquisitions, and targeted investments in key markets. Whilst strengthening its vertically integrated model in the Nordic & Baltic, Belgium and Türkiye regions, the Group aims to consolidate its global leadership in white cement through targeted actions in strategic markets.

Alternative fuels and Energy

The Group is continuously increasing both the use of alternative fuels, such as biomass and gas, and the proportion of alternative energy sources, including renewables through long-term Power Purchase Agreements (PPAs).

Grey cement

White cement

Other environmental indicators

Grey cement CO2 emissions - Scope 1

White cement CO2 emissions - Scope 1

2024 Key Highlights

• Scope 1 CO2 emissions: 632 kg CO2/ton cement (Grey cement)
• The Group achieved significant progress in reducing its carbon footprint with grey cement emissions down 12% compared to 2020 baseline.

Substances of concern and substances of very high concern

E2-5 is assessed as not material by Cementir Holding and therefore no disclosure is provided in the 2024 sustainability statement.

As stated in the phase-in and materiality table (page 195), Cementir has determined that E2-5 (Substances of concern and substances of very high concern) is not material to its operations and has not disclosed quantitative or qualitative information regarding:

• Total amounts of substances of concern (SoC) generated, used or procured
• Total amounts of substances of very high concern (SVHC)
• Breakdown by hazard class
• Amounts leaving facilities as emissions, products, or services
• Narrative on monitoring and management (REACH compliance, etc.)

Water consumption

Water management achievements:

• Cementir maintained its leadership in water management by achieving a score of A- in CDP Water, for the third consecutive year.
• The Group updated the water risk assessment at the individual cement plant level, according to the scenarios reported in the World Resources Institute (Aqueduct) information platform.
• At the Group level, compared to 2019 values, the target of reducing consumption in cement production was increased to 30% from the previous 20%.
• For plants located in high water stress areas, the reduction target for 2030 is 25%.

E5-4 Resource inflows

Cementir Holding discloses resource inflows in accordance with ESRS E5-4. The data reported have been calculated using a mass balance determined by mass measurement devices.

Overall resource inflows (2024)

Note: The total reported is composed of the total of raw materials, both renewable and non-renewable, used for cement production and the total of raw materials, both renewable and non-renewable, used to produce "other products."

Alternative raw materials

Cement production requires large quantities of natural raw materials, such as limestone, clay and gypsum, extracted from natural quarries. The Group is particularly focused on reducing the use of non-renewable raw materials, promoting the use of alternative raw materials from other production processes.

In 2024, the cement production plants of the Cementir Group used a total of about 14.7 million tons of materials to produce cement and the percentage of alternative raw materials was 12%.

Raw materials used in cement production

Non-renewable raw materials used in cement production

Renewable materials used in cement production

Raw materials used in production for other products

In 2024, Cementir Group plants for all other activities different from cement production used a total of 10 million tons of raw materials, mainly in the ready-mix business where there is high usage of sand, stone, and cement. Use of renewable raw materials is far lower than in the cement business (about 72,000 tons), less than 1% of total raw materials used.

Raw materials used in production for other products

Non-renewable raw materials used in production for other products

Renewable materials used in production for other products

Resource outflows

Cementir produces cement, ready-mixed concrete, aggregates, and precast concrete products. The company has developed low-carbon cement products including FUTURECEM® (with up to 30% lower carbon footprint than ordinary Portland cement) and D-Carb® for white cement (15% lower CO2 emissions). These products contribute to sustainability through reduced clinker content and incorporation of alternative mineral additives such as fly ash, slag, limestone, and calcined clay.

For ready-mixed concrete, the company tracks Global Warming Potential (GWP) as a key performance indicator, which defines the amount of CO2 emitted for the same mechanical properties by a specific concrete recipe. This allows monitoring and improvement of the environmental impact of concretes produced.

Cementir promotes circularity through the reuse of demolition materials and recycling of construction materials. The company uses reclaimed aggregates from returned concrete and recycled concrete as substitutes for natural aggregates. In Denmark, surplus concrete (leftover from construction sites) is increasingly being recycled through crushing and reusing hardened concrete for aggregates and sand.

Products based on white cement provide enhanced durability compared to painted surfaces, requiring much less maintenance. The use of FUTURECEM® and similar technologies can make products more durable and resistant to extreme climatic conditions, improving the resistance of buildings and infrastructure to extreme weather events.

The company has Environmental Product Declarations (EPDs) available for main products in Denmark, Belgium, and for white cement offerings, providing transparent communication of environmental performance over product lifetime.

Waste

Waste Management Approach

Cementir is committed to a circular economy approach that includes the recycling and reuse of materials. The Group's environmental policy aims at managing environmental responsibilities through effective implementation of Environmental Management Systems compliant with ISO 14001. As part of this certification, risk assessment processes related to environmental impact are required, which must be carried out through evaluation matrices involving affected communities.

The Group promotes co-processing and circular approaches to waste as fuel, which contributes to lower emissions compared to traditional fossil fuels. In Turkey, the Group processes industrial waste to produce waste-derived fuel for cement plants. The waste sector reported 72% higher revenues and 88% higher EBITDA in local currency in 2024 compared to 2023, due to increased volumes and prices of alternative fuels (RDF), collection of materials for fuel production, and increased quantities sent to landfill.

Alternative Fuel Production from Waste

In 2024, the Group's treatment plants produced a total of 15,569 tons of fuel from waste. The Group plans to increase alternative fuel usage, with targets of 48% for grey cement and 6% for white cement by 2030.

Scope 3 Waste Emissions

Scope 3 emissions from waste disposal and treatment in 2024 were:

The waste category includes emissions from external wastewater treatment, calculated using BEIS&DEFRA 2024 emission factors. End-of-life treatment includes emissions from the waste disposal and treatment of products sold by Cementir, also using BEIS&DEFRA 2024 emission factors.

Material Risks and Opportunities

The Double Materiality Assessment identified waste as a material issue. Waste from production processes, pollution control devices, and hazardous waste management activities present regulatory risks and can increase operating costs (assessed as medium-term risk across upstream and own operations).

Employees

Key workforce metrics for 2024:

• Total employees: 3,082 (as reported in key highlights)
• As at 31 December 2024, the Group's headcount stood at 3,082 employees, 37 more than at the end of 2023, mainly related to the expansion of the concrete production perimeter in Denmark.
• Personnel costs increased by approximately EUR 9 million compared to 2023 but were lower than the budget for 2024. The change is mainly due to the adjustment of personnel costs with respect to rising inflation, as also provided for in many local trade union agreements, turnover and recruitment processes and, lastly, to the effects due to currency exchange rates.

Training and skills development

Training and development initiatives:

• The Group's commitment is to prioritize employee development and foster a positive, inclusive work environment that champions diversity and inclusion, leveraging on learning platforms such as the Cementir Academy.
• Since 2020, the comprehensive training offered by the Cementir Academy to Cementir Group employees has been extended to board members. Among the courses, offered in micro e-learning mode, are those on fraud management, whistleblowing, human rights, cybersecurity, GDPR (Data Protection Regulation (EU) 2016/679), Code of Ethics, 231 Models, Diversity Equity & Inclusion.
• Since 2024, to emphasise the Company's commitment to sustainability, the course list has been expanded with a course on ESG issues, aimed at deepening the current position and outlining the Group's ESG objectives.

Health & Safety

Key safety achievements:

• LTIFR: 3.0 (employees)
• During 2024, no fatal or serious accidents occurred among employees.
• We consolidated the positive trend recorded in previous years, in line with our industrial goals.
• The main causes of accidents in 2024 were mostly related to events such as trips, slips and falls.
• During the month of April, in conjunction with the celebrations of World Health and Safety Day, we carried out additional awareness-raising initiatives focused on communicating unsafe conditions and behaviour.
• The Group's commitment is to promote a strong safety culture with the goal to achieve Zero Accidents through regular training and awareness programs.

WASH Initiative:

• We continued the implementation of planned improvement actions regarding our WASH - (Water, Sanitation and Hygiene) commitment made in 2023. We have worked to improve access to drinking water and sanitation for all workers at workplaces whose operational control is our responsibility.

All Health & Safety indicators refer to employees. LTI: number of injuries with working days of absence. LTIFR: (injuries with working days of absence/hours worked) x 1,000,000. LTISR: (working days of absence/hours worked) x 1,000.

Business conduct policies and corporate culture

Purpose, Vision, Mission and Values:

Our purpose is to build with ambition a sustainable future for generations to come.

Our vision is to be a driving force in shaping a sustainable future for the building industry, delivering tangible value through innovation and agility.

Our Mission is to generate value for our stakeholders through a sustainable growth path, achieved by focusing on product leadership, the pursuit of excellence and operating efficiency. We want to contribute to the development of essential infrastructure and to a more sustainable building industry, minimizing our environmental footprint, promoting circular economy principles, and actively working towards a carbon-neutral future.

Core Values:

• SUSTAINABILITY: We are committed to environmentally responsible practices and strive to minimize our impact on the planet.
• DYNAMISM: We embrace change and are constantly seeking ways to improve and innovate.
• QUALITY: We are dedicated to providing high-quality products and services that meet the highest industry standards.
• VALUE OF PEOPLE: We believe that our people are our greatest asset. We are dedicated to respecting human rights, promoting equal opportunities, and fostering their health, safety, well-being, development, and growth.
• DIVERSITY AND INCLUSION: We value and celebrate the unique perspectives and contributions of all our stakeholder (employees, customers, local communities, unions, etc.).

Governance and Ethics:

• The Board approved the policy for the regulation of lobbying activities and political contribution, the Audit Manual and the Internal Audit Charter, and updated the procedure for handling and disseminating inside information and the Internal Dealing Code.
• Our motto "Concretely Dynamic" embodies our dedication to delivering tangible results and our commitment to innovation and adaptability.
• Social responsibility: the Group emphasizes ethical business practices, workplace safety and positive engagement with local communities.

The Board approved the policy for the regulation of lobbying activities and political contribution during 2024.