TCC to List European and African Cement Business via Cimpor International

TCC's Board of Directors recently resolved to establish Cimpor International Holdings (hereinafter "Cimpor International") as the listing platform for TCC's European and African cement businesses to enter the European capital markets. Cement and concrete operations across Türkiye, Portugal, and Africa will be incorporated into this structure for an initial public offering and public trading. This proposal (the “Proposal”) will be submitted to TCC's shareholders for approval.

Supporting the Development of European and African Cement Businesses through European Capital Markets

Responding to global net-zero emissions trends and stringent carbon management requirements, TCC has continuously expanded its overseas cement footprint. Chairman Nelson Chang pointed out that TCC is not only a cement company, but also a company redefining the future of the building materials industry.

Chang emphasized that achieving net zero is not simply about relying on a single technology such as carbon capture. Rather, it is a long-term transformation encompassing energy transition, process optimization, the development of alternative fuels and raw materials, and the transformation of the industry's business model.

Listing via Cimpor International will further support the long-term growth of these businesses, deepening the exchange of technology, talent, and management expertise across Türkiye, Portugal, and Africa, while advancing low-carbon building materials in both mature and emerging markets.

Evaluating European Listing Venues to Establish Diversified International Fundraising Channels

Potential listing venues currently under consideration include the London Stock Exchange (LSE) and Euronext. The core objective is to establish independent, diversified international fundraising channels, optimize the capital structure, and enhance the global visibility of these cement businesses.

 

To maintain focus on building materials, TCC noted that NHOA Energy (global energy storage) and Atlante (European EV charging and storage) are excluded from this listing and will be evaluated separately.

 

Subject to the minimum public float requirements of the prospective listing venues, Cimpor International's public float will not be less than 10% of its total share capital. Accordingly, TCC will remain the controlling shareholder of Cimpor International, which will continue to be consolidated into TCC's financial statements.

Strengthening Corporate Governance and Safeguarding Shareholders' Equity

This initiative will not affect TCC's existing operations and listing status on the Taiwan Stock Exchange (TWSE), nor will it impact those of its Turkish subsidiary OYAK Çimento Fabrikaları A. Ş. on Borsa İstanbul A. Ş.

Regarding the pre-listing share dispersion process, TCC will engage an independent expert to opine on the fairness of the Proposal having regard to the number of shares offered, the reasonableness of the pricing, and the impact on TCC shareholders' equity. This professional opinion will be reviewed by the Audit Committee and Board of Directors to ensure corporate governance and shareholders' equity are well-balanced.

The Proposal will subsequently be submitted to TCC's shareholders' meeting for approval in accordance with the law. TCC will adhere to relevant regulations and corporate governance procedures to prudently advance Cimpor International's European listing plan, supporting the long-term development and low-carbon transition of its European and African cement businesses through diversified international fundraising channels.