2025 ANNUAL REPORT
DISCLAIMER
This document is the printed/pdf and is not the official annual financial reporting, including the audited consolidated and
company financial statements thereto pursuant to article 2:361 of the Dutch Civil Code. The official annual financial reporting,
including the audited consolidated and company financial statements and the independent auditor’s report thereto, are included
in the single report package (“ESEF package”) which can be found in the section Investors / Financial reports / 2025. In case of
any discrepancies between this document and the ESEF package, the latter prevails. Note that the auditor’s opinion included in
this document does not relate to this document but only to the ESEF package. No rights can be derived from using this
document, including the unofficial copy of the auditor’s report.
Cementir Holding N.V.
Registered Office: 36, Zuidplein, 1077 XV, Amsterdam, The Netherlands
P: +31 (0) 20 799 7619
Secondary and operational office: 200, Corso di Francia, 00191 Rome, Italy
P: +39 06 324931
www.cementirholding.com
Share capital: € 159,120,000
VAT number
: 02158501003
Tax number
: 00725950638
CCI number 76026728
- Netherlands Chamber of Commerce
2025 Annual Report Cementir Holding NV | 1
Contents
Directors’ report
G
eneral information 4
Introduction 4
Group profile 5
Purpose, vision, mission, values 6
Group strategy 7
Global presence 9
Cementir Holding on the stock exchange 11
Financial highlights 12
Non financial highlights 16
Corporate bodies 18
Group Performance 19
Corporate Governance 41
Report of the Non-Executive Directors 71
Remuneration Report 78
Risk and Uncertainties 101
Other Information 126
Subsequent events after the Reporting Date 128
Management operating outlook 129
Proposed allocation of the result for the year 2024 of Cementir Holding NV 130
Sustainability Statement 131
General information 131
Appendix 168
Environmental information 174
EU Taxonomy 237
Social information 252
Governance information 309
2025 Annual Report Cementir Holding NV | 2
Cementir Holding NV consolidated financial statements
C
onsolidated financial statements 316
Notes to the consolidated financial statements 322
Annexes to the consolidated financial statements 388
Cementir Holding NV Company financial statements
C
ompany financial statements 392
Notes to the Company financial statements 399
Other information
I
ndependent auditors’ report 430
Director's Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 3
DIRECTOR’S REPORT
Director's Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 4
General information
Introduction
This Directors' Report refers to the Cementir Group's company and consolidated financial statements as at 31
December 2025. These statements have been prepared in accordance with the IFRS Accounting Standards
(IFRS) as adopted by the EU and with Part 9 of Book 2 of the Dutch Civil Code.
The Directors' Report also includes the Sustainability Statement, drawn up in accordance with the European
Sustainability Reporting Standards (ESRs) adopted by the European Commission and in line with the reporting
requirements set out in Article 8 of Regulation (EU) 2020/852 (Taxonomy Regulation).
This report should be read in conjunction with the company and consolidated financial statements for the year
2025 and has been prepared on a going concern basis. The assessment carried out by the Board of Directors
took into account the Group's main activities and risks, together with factors that may affect the Group's future
performance, such as climate change and environmental requirements, financial position, expected cash
flows, liquidity position and financing facilities. Based on the above, the Directors believe that the Group is able
to continue to operate as a going concern.
Director's Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 5
GROUP PROFILE
Cementir Holding N.V. is a multinational company with its registered office
in the Netherlands, listed on the Euronext Star Milan segment, operating
in the building materials sector and focused on four main business lines:
grey cement, white cement, ready-mixed concrete and aggregates.
Cementir is the world leader in the niche white cement segment, the
leading cement producer in Denmark and ready-mixed concrete producer
in the Scandinavian region, the third in Belgium and among the leading
international players in Türkiye, with two companies listed on the Istanbul
Stock Exchange. In Belgium, the Group operates one of the largest
aggregate quarries in Europe, while in Türkiye it operates in the treatment
of industrial waste to produce fuel for its cement plants.
Cementir pursues a strategy of sustainable growth, focusing on product
leadership, the pursuit of excellence and the efficiency of operational
processes. In recent years, the Group has received notable ESG awards,
including the validation of its 2030 decarbonisation targets by the Science
Based Target initiative (SBTi) and has an A rating for climate change and
A- for the management of water resources by CDP.
The Group has been awarded an investment grade BBB- financial rating
with a stable outlook from Standard & Poor’s.
Since 1992, Cementir has been part of the Caltagirone Group, one of the
leading private industrial groups in Italy, with activities in residential
construction, infrastructure, publishing, real estate and finance.
Highlights 2025
1
CEMENT PLANTS
CEMENT PRODUCTION
CAPACITY
READY-MIXED
CONCRETE PLANTS
AGGREGATE
QUARRIES
11
13.1
Million t
101
38
REVENUE
EBITDA
EMPLOYEES
S&P RATING
1,640
440
2,987
BBB-
€/Million €/Million Stable Outlook
LTIFR
2
CO
2
emissions Scope 1 CDP RATING SBTi
2.3
610
A
for Climate Change
Employees and
Contractors
Grey cement
Kg CO2/tonne cement
A-
for Water Security Consistent with 1.5°C scenario
1
The data includes the contribution of the company Kars Cimento, sold on 1 December 2025, except for the year-end number of employees.
2
Lost Time Injury Frequency Rate.
MAIN ACTIVITIES
• Grey cement: the most
widely used building
material in the world
• White cement: specialty
cement recognised for its
aesthetic qualities, used
in architectural and
decorative projects
• Ready-mixed concrete:
the most versatile
building material that
offers durability and
efficiency
• Aggregates: essential
components of concrete,
asphalt and other
building materials
Director's Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 6
Purpose, vision, mission and values
Our Purpose is to ambitiously build a sustainable future for generations to come.
Cementir introduced its purpose statement, clearly defining its raison d'être and its commitment to a
sustainable future in the construction sector. The company also updated its vision and values to better reflect
the dedication to sustainable growth and long-term value creation for all stakeholders.
These updates do not mark a change of direction, but formally reinforce a multi-year commitment to
responsible business practices, underlining that Cementir is not only oriented to the success of its business
but also to generating a positive impact in the world.
Vision
Our vision is to be a guide in building a sustainable future for the construction industry, providing tangible value
through innovation and agility.
This vision is based on:
• Leadership and Impact: we aspire to be a leader in the construction industry, actively driving the
transition to a more sustainable future.
• Focus on Sustainability: we are committed to environmental responsibility, promoting sustainable and
innovative products and solutions.
• Tangible Results: we offer tangible and measurable solutions, in
line with our motto Concretely Dynamic, promoting progress
through innovations in ready-mixed concrete.
• Innovation and Agility: we invest in the most advanced
technologies, responding quickly to market needs and seizing
new growth opportunities.
Mission
Generate value for our stakeholders through a sustainable growth path,
aiming for product leadership, excellence and operational efficiency.
We want to contribute to the development of essential infrastructure and a more sustainable construction
sector, minimising our environmental footprint, promoting the principles of the circular economy and actively
committing to a zero-carbon future.
Our mission is based on Cementir's key values: sustainability, dynamism, quality, value of people, and diversity
and inclusion. These values guide our strategic priorities, reinforcing our commitment to delivering high-
performance solutions and generating a positive impact on the construction industry.
Values
SUSTAINABILITY
We are committed to environmentally responsible practices and strive to minimise our impact on the planet.
DYNAMISM
We embrace change and are constantly looking for ways to improve and innovate.
QUALITY
We are committed to providing high quality products and services that meet the highest industry standards.
VALUE OF PEOPLE
We believe our people are our greatest asset. We are committed to respecting human rights, promoting equal
opportunities and fostering their health, safety, well-being, development and growth.
The motto “Concretely Dynamic”
embodies a dedication to delivering
tangible results and a commitment
to innovation and adaptability.
Director's Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 7
DIVERSITY AND INCLUSION
We value and encourage the unique perspectives and contribution of all our stakeholders (employees,
customers, local communities, unions, etc.).
The Group's strategy
Cementir's strategy is based on five pillars defined in the Group's Industrial Plan: Sustainability, Enhancing
people, Innovation, Improving competitiveness, Growth and Positioning.
1) Sustainability
Cementir is committed to reducing its carbon footprint and achieving net zero emissions by 2050. The
decarbonisation path, articulated in a detailed Roadmap, defines sustainability objectives aligned with those
of the United Nations Sustainable Development. These objectives are integrated into the management
incentive system and outlined for each cement plant.
In grey cement, the Group aims to reduce gross Scope 1 emissions to 418 kg of CO2 per tonne by 2030 (-
42% compared to 2020), a level below the threshold set by the European Taxonomy (460 kg/t). For white
cement, a niche product for specific applications, the 2030 target is 730 kg of CO2 per tonne, equivalent to a
20% reduction compared to 2020.
Levers to achieve these goals include:
- Breakthrough technologies (Carbon capture and storage - CCS): the ACCSION project, at the
Aalborg plant in Denmark, which will come into operation in 2030, represents Cementir's first carbon
capture initiative and one of the most important projects for onshore carbon capture and storage in
Europe. Once fully operational, CO
2
emissions are expected to be reduced by 1.5 million tonnes per year.
- Clinker content reduction: progressive replacement of the clinker with alternative materials such as fly
ash, blast furnace slag and calcined clay, favouring the development of low-carbon cements such as
FUTURECEM® and D-Carb®.
- Alternative fuels and energies: increasing the use of alternative fuels such as biomass and gas, and
the use of alternative energy sources, including renewable ones, through long-term Power Purchased
Agreements (PPAs), as well as wind and solar energy.
- Recycling and reuse of materials: promotion of the circular economy, for example by reusing concrete
as a substitute for natural aggregates or by optimising the use of water in the production process.
- Thermal efficiency: continuous optimisation of thermal efficiency to reduce energy consumption and
carbon emissions.
- Transport and logistics: initiatives to reduce the climate impact of transport, procurement and logistics,
including e-procurement, electric ready-mixed trucks and energy-efficient ships.
Regarding indirect emissions Scope 2, the Group has launched a plan for the progressive decarbonisation
of energy supply to increase the use of renewable electricity, through long-term electricity purchase contracts
(PPAs) as well as with wind and/or solar installations at its plants.
With regard to indirect emissions Scope 3, Cementir is intensifying the engagement of its supply chain,
promoting the integration of the carbon footprint in the selection and qualification processes of suppliers and
the adoption of solutions with a lower impact in the most relevant purchasing categories, with initiatives in
transport and logistics.
2) Valuing people
The Group promotes a solid safety culture, with the goal of ‘Zero accidents’, through continuous dedicated
training and awareness programs for its employees. Cementir prioritises the development of human resources
and the creation of an inclusive working environment, capable of enhancing diversity, skills and potential. The
Director's Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 8
main people development initiatives include the Cementir Academy, management development programmes,
continuous training and performance management systems. The Group also strengthens its identity and
integration at a global level, enhancing the sense of belonging to the One Group through employer branding
activities and tools such as the people survey. In parallel, it continues to improve organisational effectiveness
and operational agility, supporting an increasingly responsive, efficient and results-oriented structure.
3) Innovation
The Group is strongly committed to product innovation, with the aim of developing solutions with reduced
environmental impact, new low-carbon cements and other sustainable products with high added value, such
as FUTURECEM ®, which reduces the clinker content in cement and therefore reduces CO2 emissions by
about 30%, and D-Carb® for white cement. The Group promotes low-carbon cements and concretes with
Environmental Product Declarations (EPDs) verified by accredited certifying bodies. In addition, it aims to
increase the share of sustainable products, including recycled concrete and aggregates, favouring a circular
economy model.
Thanks to the adoption of digital technologies, including artificial intelligence solutions, in the production,
commercial and supply chain sectors, the Group aims to further enhance operational efficiency, improve the
customer experience and digitalisation.
4) Improve competitiveness
The Group continues with a series of initiatives to further improve profitability and operational excellence,
including process digitisation, preventive and predictive maintenance, advanced production control systems,
intelligent logistics, warehouse optimisation and integrated digital sales planning. These measures aim to
streamline activities, reduce costs and strengthen the Group's competitiveness.
5) Growth and positioning
Cementir continues to combine organic growth, strategic acquisitions and targeted investments in key markets.
The Group is strengthening its vertical integration and its competitive positioning in the Nordic & Baltic regions,
Belgium and Türkiye, through bolt-on acquisitions and the rationalisation of its production footprint. In addition,
the consolidation of global leadership in white cement continues thanks to targeted actions in strategic markets.
The solid financial position allows the Group to evaluate further opportunities for external growth in the core
business.
Director's Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 9
International presence
Grey cement sales: 8.4 million t
White cement sales: 2.6 million t
Ready-mixed concrete sales: 4.3 million m3
Aggregates sales: 10.4 million t
Precast concrete sales: 58.9 thousand t
Region / Country
Grey
cement
plants
Grey
cement
production
capacity
White
cement
plants
White
cement
production
capacity
Ready-
mixed
concrete
plants
Terminals
Aggregate
quarries
Precast
concrete
plants
Waste
treatment
plants
No. Million t No. Million t No. No. No. No. No.
Nordic & Baltic 1 2.1 1 0.85 66 18 8
-
-
Denmark 1 2.1 1 0.85 33 9 3
-
-
Norway - - - - 23 1 -
-
-
Sweden
-
-
-
-
10
1
5
-
-
Other - - - - - 7 -
-
-
Belgium /France 1 2.3 - - 12 4 3
-
-
North America
-
-
2
0.26
-
25
-
1
-
Türkiye
3
4 5.4 - - 23 - 22
-
1
Egypt - - 1 1.1 - - 2
-
-
Asia Pacific - - 2 1.1 - 12 3
-
-
China - - 1 0.75 - 3 1
-
-
Malaysia - - 1 0.35 - 2 2
-
-
Australia - - - - - 7 -
-
-
TOTAL 6 9.8 6 3.3 101 59 38
1
1
3
The data on Türkiye includes the Kars cement plant, with 0.6 million tonnes of capacity, and 4 aggregate quarries, sold on 1 December
2025.
Director's Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 10
No rd ic & Baltic
Sales volumes (million t-m
3
)
2024
2025
Denmark
Grey cement sales 1.52 1.49
White cement sales 0.48 0.49
Ready-mixed concrete sales 0.96 0.89
Aggregates sales 0.53 0.58
Norway
Ready-mixed concrete sales 0.51 0.54
Sweden
Ready-mixed concrete sales 0.16 0.16
Aggregates sales 1.92 1.98
Belgiu m / Franc e
Sales volumes (million t-m
3
) 2024 2025
Belgium / France
Grey cement sales 1.68 1.62
Ready-mixed concrete sales 0.76 0.73
Aggregates sales 5.12 5.04
North America
Sales volumes (million t)
2024
2025
United States
White cement sales 0.59 0.59
Aggregates sales - 0.05
Precast concrete sales
0.06
0.06
Türkiye
Sales volumes (million t-m
3
)
2024
2025
Grey cement sales 4.81 4.99
Ready-mixed concrete sales
2.17
2.02
Aggregates sales 2.51 2.75
Egypt
Sales volumes (million t) 2024 2025
White cement sales 0.56 0.63
As ia P ac ific
Sales volumes (million t)
2024
2025
China
White cement sales
0.68
0.70
Malaysia
White cement sales 0.30 0.33
Director's Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 11
Cementir Holding on the Stock Exchange
Cement shares (Bloomberg ticker: CEM.IM / Reuters ticker: CEMI.IM) have been listed on the Euronext
Milan market of the Italian Stock Exchange since 1955 and currently on the Euronext STAR Milan segment.
The stock is listed in the FTSE Italia All-Share, FTSE Italia Mid Cap and FTSE Italia STAR indices.
MAIN MARKET DATA
(EUR’000)
2021
2022
2023
2024
2025
Share capital as at 31 December (Euro)
159,120,000
159,120,000
159,120,000
159,120,000
159,120,000
Number of ordinary shares 159,120,000
159,120,000
159,120,000
159,120,000
159,120,000
Treasury shares as at 31 December 3,600,000 3,600,000 3,600,000 3,600,000 3,600,000
Earnings per share (EUR) 0.724
1.044
1.295
1.
297
1.327
Dividend per share (Euro) 0.18 0.22 0.28 0.28 0.30
4
Pay-out ratio
5
24.9% 21.1% 21.6% 21.6% 22.6%
Dividend yield
6
2.1%
3.6%
2.9%
2.7%
1.6%
Market Capitalisation (Euro million)
7
1,333.4 977.0 1,518.0 1,677.1 2,988.3
Stock Price (Euro)
Minimum
6.60
5.17
6.12
8.82
10.26
Maximum 9.98 8.67 9.72 11.40 19.46
Year-end 8.38 6.14 9.54 10.54 18.78
Relative performance of Cementir Holding
Base January 2, 2025
4
Dividend proposed to the Shareholders' Meeting.
5
Dividend per share / Earnings per share.
6
Dividend per share /Year-end Price.
7
Data calculated based on year-end price.
Jan-25 Feb-25 Mar-25 Apr-25 May-25 Jun-25 Jul-25 Aug-25 Sep-25 Oct-25 Nov-25 Dec-25
Director's Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 12
Financial highlights
Performance highlights
8
(EUR’000)
2021 2022
2022
(Non-GAAP)
2023
2023
(Non-GAAP)
2024
2024
(Non-GAAP)
2025
2025
(Non-GAAP)
Revenue from sales
and services
1,359,976 1,723,103 1,720,871 1,694,247 1,694,638 1,686,943 1,648,839 1,639,640 1,643,974
EBITDA 310,952 335,250 336,293 411,122 421,873 407,342 399,256 439,500 460,175
EBITDA Margin % 22.9%
19.5%
19.5% 24.3% 24.9%
24.1%
24.2%
26.8%
28.0%
EBIT 197,783 204,422 214,749 278,329 299,231 262,022 266,687 295,092 327,548
Net financial income
(expense)
(25,797) 32,012 11,980 12,381 16,530 22,870 28,642 (8,831) (2,540)
Profit before taxes 171,986 236,434 226,728 290,710 315,761 284,892 295,329 286,261 325,008
Income taxes (48,992) (54,877) (46,833) (75,218) (78,673) (70,437) (58,804) (77,359) (76,095)
Profit for the year
122,995
181,557
179,895
215,492
237,088
214,455
236,525
208,902
248,914
Profit attributable to
the owners of the
parent
113,316 162,286 161,203 201,364 223,322 201,640 223,846 206,405 245,947
Net Profit/Revenue
%
8.3% 9.4% 9.4% 11.9% 13.2% 12.0% 13.6% 12.6% 15.0%
8
As of April 2022, the Turkish economy is considered hyperinflationary according to the criteria established by “IAS 29 – Financial Reporting
in Hyperinflationary Economies”. Non-GAAP values exclude both the impact of hyperinflation and the valuation of non-industrial property in
Türkiye.
Director's Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 13
Financial and equity highlights
(EUR’000)
2021
2022
2023
2024
2025
Net capital employed 1,267,932 1,427,272 1,433,223 1,565,948 1,509,910
Total assets 2,111,058 2,493,976 2,522,194 2,755,724 2,853,287
Total equity 1,227,557 1,522,773 1,650,833 1,856,384 1,974,982
Equity attributable to the owners of the parent
1,088,128
1,368,183
1,503,064
1,717,031
1,853,032
Net financial debt (Net cash)
40,375
(95,501)
(217,610)
(290,436)
(465,072)
Profitability and equity ratios
2021
2022
2023
2024
2025
Return on Equity
9
(a) 10.0% 11.9% 13.1% 11.6% 10.6%
Return on Capital Employed
10
(b)
15.6%
14.3%
19.4%
16.7%
19.5%
Equity Ratio
11
(c) 57.7% 60.3% 64.9% 66.9% 69.1%
Net Gearing Ratio
12
(d) 3.3% -6.4% -13.3% -15.8% -23.6%
Net financial debt/EBITDA 0.1x -0.3x -0.5x -0.7x -1.1x
Personnel and investments
2021
2022
2023
2024
2025
Number of employees (31 Dec.) 3,083 3,085 3,045 3,082 2,987
Acquisitions / (Disposals) (Euro million)
3.8
-
4.2
48
(44)
Investments (Euro million)
13 (e)
99.1 122.6 147.9 171.3 121.8
Sales volumes
(000)
2021
2022
2023
2024
2025
Grey and white cement (t) 11,156 10,849 10,674 10,722 11,050
Ready-mixed concrete (m
3
) 5,093 4,798 4,266 4,563 4,344
Aggregates (t) 11,052 10,462 9,401 10,066 10,409
EBITDA performance
9
Profit (loss) from continuing operations/Total equity.
10
EBIT / Net capital employed.
11
Adjusted Equity / Total Assets.
12
Net financial debt / Adjusted Equity.
13
Includes investments accounted for in accordance with IFRS 16.
Director's Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 14
Revenue from sales and services by geographical segment
(EUR '000)
2025
(Non-GAAP)
2024
(Non-GAAP)
Change %
Nordic & Baltic 638,311 623,338 2.4%
Belgium
322,438
335,314
-3.8%
North America
176,652
182,703
-3.3%
Türkiye
341,564
353,535
-3.4%
Egypt 48,022 46,264 3.8%
Asia Pacific 98,813 104,537 -5.5%
Holding and Services
174,605
148,596
17.5%
Eliminations
(156,431)
(145,448)
7.6%
Total revenue from sales and services
1,643,974
1,648,839
-0.3%
EBITDA by geographical segment
(EUR '000)
2025
(Non-GAAP)
2024
(Non-GAAP)
Change %
Nordic & Baltic 181,811 173,716 4.7%
Belgium
14
120,947
93,942
28.7%
North America 23,760 24,774 -4.1%
Türkiye
15
93,543 78,999 18.4%
Egypt
8,770
16,874
-48.0%
Asia Pacific 17,960 21,240 -15.4%
Holding and Services
16
13,384 (10,289) n.m.
Total EBITDA 460,175 399,256 15.3%
14
Includes non-recurring income of EUR 17 million in 2025.
15
Includes non-recurring income of EUR 20.3 million in 2025 and EUR 6.9 million in 2024, the latter being neutral on the consolidated
result.
16
Includes non-recurring income of EUR 14.7 million in 2025 and non-recurring charges of EUR 11 million in 2024, of which EUR 6.9
million are neutral on the consolidated result.
Director's Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 15
Revenue from sales and services by business segment
(EUR’000)
2025
(Non-GAAP)
2024
(Non-GAAP)
Change %
Cement 1,106,465 1,111,515 2.4%
Ready-mixed concrete 494,599 503,635 -3.8%
Aggregates 110,423 108,255 -3.3%
Waste 5,175 5,611 -3.4%
Other
17
196,424 163,604 3.8%
Eliminations
(269,112)
(243,781)
-5.5%
Total revenue from sales and services
1,643,974
1,648,839
17.5%
EBITDA by business segment
(EUR’000)
2025
(Non-GAAP)
2024
(Non-GAAP)
Change %
Cement
18
351,253 330,174 6.4%
Ready-mixed concrete 48,246 38,888 24.1%
Aggregates 33,401 34,380 -2.8%
Waste 2,505 1,624 -54.3%
Other
19
24,770 (5,809) n.m.
Total EBITDA 460,175 399,256 15.3%
17
Other include mainly precast concrete, trading company Spartan Hive and Cementir Holding.
18
Includes non-recurring income of EUR 37.3 million in 2025 and EUR 6.9 million in 2024, the latter being neutral on the consolidated
result.
19
Includes non-recurring income of EUR 14.7 million in 2025 and charges of EUR 11.0 million in 2024, of which EUR 6.9 million are
neutral on the consolidated result.
Director's Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 16
Non-financial highlights
Grey cement
Unit
2021
2022
2023
2024
2025
CO2 emissions
- Scope 1
kg/t cement
684
672 655 632 610
Reduction compared to 2020
%
-5%
-6% -9% -12% -15%
Clinker ratio
%
81%
80%
79%
77%
76%
Traditional fuel use
%
70%
68%
67%
66%
63%
Alternative fuel use
%
30%
32%
33%
34%
37%
White cement
Unit
2021
2022
2023
2024
2025
CO2 emissions - Scope 1
kg/t cement
919
886
846
859
868
Reduction compared to 2020
%
0%
-3%
-7%
-6%
-5%
Clinker ratio
%
83%
81%
79%
80%
80%
Traditional fuel use
%
85%
85%
82%
80%
82%
Use of natural gas
%
12%
13% 16% 18% 16%
Alternative fuel use
%
3%
2% 2% 2% 2%
Other environmental indicators
Unit
2021
2022
2023
2024
2025
Fossil fuel replacement index
20
%
20%
21%
22%
23%
25%
Water consumption
in cement
21
Liters /t cement
equivalent
413
402 387 373 356
Reduction compared to 2019
%
-14%
-16%
-19%
-22%
-26%
Water consumption in cement in high water-
stress areas
22
Liters /t cement
equivalent
285
270 253 241 236
Reduction compared to 2019
%
-2%
-7% -13% -17% -19%
Health and Safety
23
2021
2022
2023
2024
2025
No. of fatal injuries
24
0 0 0 0 1
Fatality rate
25
0.0 0.0 0.0 0.0 0.18
Lost Time Injuries LTI
26
56 25 17 17 15
LTI Frequency Rate
27
9.9 4.2 2.9 3.0 2.6
LTI Severity Rate
28
0.14 0.10 0.07 0.10 0.07
20
Alternative fuels used / total fuels used for the production of grey and white cement.
21
Water consumed / tonne of cement equivalent produced.
22
Water consumed in high water-stress areas / tonne of cement equivalent produced in high water-stress areas.
23
All health and safety indicators refer to employees.
24
Fatal injuries as a result of work-related accidents.
25
Fatality rate: (No. of fatal injuries / hours worked) x 1,000,000.
26
LTI: No. of injuries with days of absence.
27
LTIFR: (No. of injuries with days of absence / hours worked) x 1,000,000.
28
LTISR: (No. of days of absence / worked hours) x 1,000.
Director's Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 17
Employees
Unit
2021
2022
2023
2024
2025
Number of employees (at 31 Dec)
29
3,124
3,121
3,086
3,123
3,028
Training hours per capita
12.2
22.0
25.9
23.5
25.2
Voluntary turnover rate
%
n.a.
11%
11%
7%
17%
Relevant certifications
Unit
2021
2022
2023
2024
2025
ISO 14001 Certification – Environmental
Management System
No. of certified
cement plants
8/11 8/11 8/11 9/11 10/10
ISO 45001 Certification – Health & Safety
Management System
No. of certified
cement plants
8/11 11/11 11/11 11/11 10/10
ISO 50001 Certification – Energy
Management System
No. of certified
cement plants
7/11 7/11 7/11 7/11 8/10
ISO 9001 Certification – Quality Management
System
No. of certified
cement plants
n.a. 6/11 9/11 9/11 8/10
ESG Rating
Cementir's ESG ratings for 2025 show, on the one hand, important confirmations in several areas and, on the
other, further opportunities for improvement. For the second consecutive year the Company has been included
in the CDP A List and is included in the Time ranking of the 500 most sustainable companies in the world, as
well as being named a Climate Leader by the Financial Times. These results testify to the Group's solid
commitment to sustainability issues and reflect the numerous initiatives implemented over time to enhance its
positive impact on society.
Below are Cementir's ESG ratings:
Agency 2023 Rating 2024 Rating 2025 Rating
CDP Climate Change* A- A A
CDP Water Security* A- A- A-
LSEG (formerly Refinitiv)
A-
A-
B+
MSCI A A A
S&P Global 56/100 61/100 65/100
Sustainalytics 29.3 (Medium Risk) 22.3 (Medium Risk) 22.2 (Medium Risk)
ISS ESG C+ Prime C+ Prime C+ Prime
Ethifinance 70/100 75/100 75/100
(*) Ratings updated in February 2026.
29
The number of employees includes 100% of SCT, although in the Director's Report the subsidiary is consolidated proportionally (as it is jointly controlled
at 65%).
Director's Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 18
Corporate bodies
Board of Directors
30
Executive Director,
In office until the approval of the 2025 Financial Statements Chairman and
Chief Executive Officer Francesco Caltagirone Jr.
Vice-chairman
31
and
Non-Executive Director Alessandro Caltagirone
Vice-chairman
31
and
Non-Executive Director Azzurra Caltagirone
Non-Executive Directors Saverio Caltagirone
Fabio Corsico
Adriana Lamberto Floristan (independent)-
Senior Non Executive Director
31
Annalisa Pescatori (independent)
Benedetta Navarra (independent)
Audit Committee
32
Chairman Benedetta Navarra (independent)
Members Annalisa Pescatori (independent)
Adriana Lamberto Floristan (independent)
Remuneration and Nomination Chairman Annalisa Pescatori (independent)
Committee
32
Members Benedetta Navarra (independent)
Adriana Lamberto Floristan (independent)
Sustainability Committee
32
Chairman Francesco Caltagirone Jr.
Members Annalisa Pescatori (independent)
Benedetta Navarra(independent)
Adriana Lamberto Floristan (independent)
Independent auditors PricewaterhouseCoopers Accountants N.V.
For the period 2021-2030
30
Appointed by resolution of the Shareholders’ Meeting of 20 April 2023.
31
Office conferred by board resolution of 27 April 2023.
32
Incorporated by board resolution of 27 April 2023.
Director's Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 19
GROUP PERFORMANCE
TÜRKIYE - HYPERINFLATED ECONOMY: IMPACTS OF THE APPLICATION OF IAS 29
As of April 2022, the Turkish economy is considered hyperinflationary according to the criteria set out in “IAS
29-Financial Reporting in Hyperinflationary Economies”. For the purpose of preparing these Consolidated
Financial Statements and in accordance with IAS 29, certain non-monetary items in the balance sheets of the
investee companies in Türkiye and the income statement items have been remeasured by applying the general
consumer price index to historical data, in order to reflect the changes in the purchasing power of the Turkish
Lira at the balance sheet date of these companies.
The accounting effects of this adjustment, in addition to already being reflected in the opening balance sheet
as of 1 January 2025, incorporate the changes for the period. In particular, the effect related to the re-
measurement of non-monetary assets and liabilities, equity items, as well as income statement components
recognised in 2025 was recognised in a separate income statement item under financial income and expense.
The related tax effect of non-cash assets was recognised in taxes for the period.
To take into account the impact of hyperinflation also on the local currency exchange rate, profit and loss
account balances expressed in hyperinflationary currencies have been converted into euro, the Group’s
presentation currency, applying the final exchange rate instead of the average exchange rate for the period,
in line with IAS 21’s requirement to report these amounts at current values.
The cumulative levels of the general consumer price indices are as follows:
From 1 January 2005 to 31 December 2024: 2,258%
From 1 January 2025 to 31 December 2025: 31%
In 2025, the application of IAS 29 resulted in the recognition of a net financial charge (pre-tax) of EUR 6.4 million.
The impact of hyperinflation in 2025 is reported, which includes the valuation of non-industrial real estate in
Türkiye, in the amount of approximately EUR 6.3 million (EUR 15.5 million in 2024):
(EUR'000)
Effect
IAS 29
Effect
IAS 21
Total Effect
REVENUE FROM SALES AND SERVICES
32,253
(36,586)
(4,333)
Change in inventories
(2,099)
(20)
(2,119)
Increase for internal work and other income
0
0
0
TOTAL OPERATING REVENUE
30,153
(36,606)
(6,453)
Raw materials costs
(25,584)
20,351
(5,233)
Personnel costs
(3,342)
3,351
9
Other operating costs
(6,299)
5,971
(328)
TOTAL OPERATING COSTS
(35,225)
29,673
(5,552)
EBITDA
(5,072)
(6,933)
(12,005)
Amortisation, depreciation, impairment losses and provisions
(12,833)
1,051
(11,782)
EBIT
(17,905)
(5,882)
(23,787)
Net financial income (expense)
(6,147)
(145)
(6,292)
NET FINANCIAL INCOME (EXPENSE)
(6,147)
(145)
(6,292)
PROFIT BEFORE TAXES
(24,052)
(6,027)
(30,079)
Income taxes
(7,742)
6,479
(1,263)
PROFIT (LOSS) FROM CONTINUING OPERATIONS
(31,794)
452
(31,342)
PROFIT (LOSS) FOR THE PERIOD
(31,794)
452
(31,342)
Attributable to:
Non-controlling interests
(2,370) (333) (2,703)
Owners of the Parent (29,423) 785 (28,638)
Director's Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 20
Financial Highlights
(EUR'000)
2025 2024 Change %
REVENUE FROM SALES AND SERVICES
1,639,640
1,686,943
-2.8%
Change in inventories
24,435
(497)
n.m.
Increase for internal work and other income
62,666
27,448
128.3%
TOTAL OPERATING REVENUE
1,726,741
1,713,894
0.7%
Raw materials costs
(697,258)
(708,448)
-1.6%
Personnel costs
(212,956)
(215,192)
-1.0%
Other operating costs
(377,027)
(382,912)
-1.5%
TOTAL OPERATING COSTS
(1,287,241)
(1,306,552)
-1.5%
EBITDA
439,500
407,342
7.9%
EBITDA Margin %
26.8%
24.1%
Amortisation, depreciation, impairment losses and provisions
(144,408)
(145,320)
-0.6%
EBIT
295,092
262,022
12.6%
EBIT Margin %
18.0%
15.5%
Share of net profits of equity-accounted investees
313
1,154
-72.9%
Net financial income (expense)
(9,144)
21,716
n.m.
NET FINANCIAL INCOME (EXPENSE)
(8,831)
22,870
n.m.
PROFIT BEFORE TAXES
286,261
284,892
0.5%
PROFIT BEFORE TAXES/REVENUE %
17.5%
16.9%
Income taxes
(77,359)
(70,437)
9.8%
PROFIT (LOSS) FROM CONTINUING OPERATIONS
208,902
214,455
-2.6%
PROFIT FOR THE YEAR
208,902
214,455
-2.6%
Attributable to:
Non-controlling interests
2,497
12,815
-80.5%
Owners of the Parent
206,405
201,640
2.4%
Director's Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 21
Non-GAAP Financial Summary
The Non-GAAP consolidated income statement for 2025 is reported below, with comparative figures provided
for 2024.
These results do not include the impacts of hyperinflation as reported in the previous paragraph. We believe
that this representation allows a better comparison of the Group's performance compared to the same period
of the previous year. The data below are considered “non-GAAP” measures.
(EUR'000)
2025
2024
Change %
(Non-GAAP)
(Non-GAAP)
REVENUE FROM SALES AND SERVICES
1,643,974
1,648,839
-0.3%
Change in inventories
26,554
3,700
n.m.
Increase for internal work and other income
71,335
11,528
n.m.
TOTAL OPERATING REVENUE
1,741,863
1,664,067
4.7%
Raw materials costs
(692,024)
(677,809)
2.1%
Personnel costs
(212,965)
(211,768)
0.6%
Other operating costs
(376,699)
(375,234)
0.4%
TOTAL OPERATING COSTS
(1,281,688)
(1,264,811)
1.3%
EBITDA
460,175
399,256
15.3%
EBITDA Margin %
28.0%
24.2%
Amortisation, depreciation, impairment losses and provisions
(132,627)
(132,569)
0.0%
EBIT
327,548
266,687
22.8%
EBIT Margin %
19.9%
16.2%
Share of net profits of equity-accounted investees
313
1,154
-72.9%
Net financial income (expense)
(2,853)
27,488
n.m.
NET FINANCIAL INCOME (EXPENSE)
(2,540)
28,642
n.m.
PROFIT BEFORE TAXES
325,008
295,329
10.0%
PROFIT BEFORE TAXES/REVENUE %
19.8%
17.9%
Income taxes
(76,094)
(58,804)
29.4%
PROFIT (LOSS) FROM CONTINUING OPERATIONS
248,914
236,525
5.2%
PROFIT FOR THE YEAR
248,914
236,525
5.2%
Attributable to:
Non-controlling interests
2,967
12,679
-76.6%
Owners of the Parent
245,947
223,846
9.9%
Sales volumes
('000)
2025 2024
Change
%
Grey, White cement and Clinker (metric tons) 11,050 10,722 3.1%
Ready-mixed concrete (m3) 4,344 4,563 -4.8%
Aggregates (metric tons) 10,409 10,066 3.4%
In 2025, cement and clinker sales volumes, amounting to 11.0 million tons, increased by 3.1% compared to
2024, thanks to the increase recorded in Türkiye, Egypt, and Asia Pacific, which offset the reduction in volumes
in the Nordic & Baltic and Belgium areas.
Ready-mixed concrete sales volumes, amounting to 4.3 million cubic meters, decreased by 4.8%, due to the
negative trend recorded in Türkiye, especially in the fourth quarter, and in Denmark and Belgium, while there
was an increase in Norway.
Sales volumes of aggregates amounted to 10.4 million tons, up 3.4% compared to 2024, thanks mainly to Türkiye,
Nordic & Baltic and the United States, while they decreased in Belgium.
Director's Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 22
Group revenue from sales and services, amounting to EUR 1,644.0 million, remained substantially stable
compared to EUR 1,648.8 million in 2024, despite the increase in cement and aggregate volumes, due to the
significant devaluation, in particular of the Turkish Lira, which weighed in at around EUR 97 million. At 2024
constant exchange rates, revenue would have amounted to EUR 1,741.0 million, up 5.6% compared to the
previous year.
Operating costs, equal to EUR 1,281.7 million, increased by 1.3% compared to 2024 (EUR 1,264.8 million),
also following the fire that occurred in the first half of the year at the Gaurain plant and the technical problems
that occurred in Egypt during the restart of the second production line.
The cost of raw materials was EUR 692.0 million (EUR 677.8 million in 2024), up 2.1% mainly due to inflation
in Türkiye and higher production costs in Egypt and Belgium.
Personnel costs, amounting to EUR 213.0 million, increased by 0.6% compared to EUR 211.8 million in 2024.
At EUR 376.7 million, other operating costs increased by 0.4% compared to EUR 375.2 million in 2024.
EBITDA reached EUR 460.2 million, an increase of 15.3% compared to EUR 399.3 million in 2024, with a 28%
EBITDA margin. This figure includes net non-recurring income of approximately EUR 52 million, of which the
main items are: EUR 36 million relating to the capital gain for the sale of 100% of the company Kars Cimento
and EUR 19.7 million deriving from insurance reimbursements received for the Gaurain plant in Belgium following
the fire that occurred in the first half of the year and operational shutdowns in 2023 that also resulted in
extraordinary operating costs in subsequent years. In 2024, EBITDA included non-recurring charges of EUR 4.4
million related to the valuation and disposal of non-industrial properties in Italy.
Net of non-recurring items, EBITDA amounted to EUR 408.2 million, up 1.1% compared to EUR 403.6 million in
2024, in a weak macroeconomic context and with the unfavourable impact of foreign exchange, which weighed
approximately EUR 20.9 million.
The recurring EBITDA margin was 24.8%, compared to 24.5% in 2024.
At constant 2024 exchange rates, EBITDA would have amounted to EUR 481.0 million, up 20.5% compared to
the previous year.
EBIT, taking into account amortisation, depreciation, write-downs and provisions of EUR 132.6 million (EUR
132.6 million in 2024), amounted to EUR 327.6 million, up 22.8% compared to EUR 266.7 million in the previous
year. Depreciation and amortization due to the application of IFRS 16 amounted to EUR 34.8 million (EUR 37.4
million in 2024).
At constant 2024 exchange rates, EBIT would have amounted to EUR 345.1 million, up 29.4% year-on-year.
Net financial expense was EUR 2.5 million, down compared to the positive result of EUR 28.6 million in 2024,
which was characterised by net foreign exchange income of EUR 22.4 million due to extraordinary income related
to the devaluation of more than 50% of the Egyptian pound against Euros in the first half of 2024; the different
performance is also attributable to net financial expenses of EUR 4.8 million (net financial income of EUR 7.1
million in 2024), to the share of net profits of equity-accounted investees of EUR 0.3 million (EUR 1.2 million in
2024) and to the effect of the valuation of derivatives.
Profit before taxes was EUR 325.0 million, an increase of 10.1% compared to EUR 295.3 million in 2024.
Profit from continuing operations totalled EUR 248.9 million (EUR 236.5 million in 2024), after taxes
amounting to EUR 76.1 million (EUR 58.8 million in the previous year).
Group net profit, net of the result attributable to non-controlling interests, amounted to EUR 245.9 million (EUR
223.8 million in 2024).
Director's Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 23
Financial highlights
31-12-2025 31-12-2024
(EUR'000)
Net capital employed
1,509,910
1,565,948
Total equity 1,974,982 1,856,384
Net financial debt / (Net Cash) -465,072 -290,436
Net cash at 31 December 2025 amounted to EUR 465.1 million, an improvement of EUR 174.6 million
compared to a net cash position of EUR 290.4 million at 31 December 2024, and included: the distribution of
dividends of the Parent Company for EUR 43.5 million in May 2025, dividends for about EUR 9 million to third
party shareholders, the proceeds from the sale of Kars Cimento AS for about EUR 51 million, in addition to the
industrial investments of the period. The net cash position includes EUR 71.7 million of debt related to the
application of IFRS 16 (EUR 90.8 million as of 31 December 2024).
Total equity as at 31 December 2025 amounted to EUR 1,975.0 million (EUR 1,856.4 million as at 31
December 2024).
FINANCIAL INDICATORS
The following table provides the most significant indicators for a brief assessment of the performance and
financial position of the Cementir Holding Group. Return on equity and Return on Capital Employed allows for
a rapid understanding of how the operational performance of the Group has an impact on overall profitability.
The other Financial Indicators highlight the ability of the company to meet its financial obligations.
2025 2024
COMPOSITION
PERFORMANCE
INDICATORS
Return on Equity 10.58% 11.55%
Profit from continuing operations/Equity
Return on Capital Employed 19.54% 16.73%
EBIT/(Equity + Net financial debt)
2025 2024 COMPOSITION
FINANCIAL INDICATORS
Equity Ratio 69.13% 66.90% Adjusted Equity/Total Assets
Net Gearing Ratio -23.58% -15.75% Net financial debt/ Adjusted Equity
Liquidity Ratio 1.46 1.29 Cash + Receivables / Current Liabilities
Cash Flow 2.45 1.95 Operating Cash Flow / Total Financial Debt
Finance Needs (Net cash) -465.1 -290.4 Net Financial Position
The economic indicators show differing trends: the slight decrease in return on equity is a consequence of the
increase in shareholders’ equity, in the presence of substantial profitability in line with the previous year; the
Director's Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 24
increase in return on capital employed benefits from the previously mentioned non‑recurring items, net of which
it is broadly in line with 2024.
The balance sheet indicators show a further strengthening of the Group's equity and financial structure, which
closed the year with a net cash position of EUR 465.1 million.
PERFORMANCE BY GEOGRAPHICAL SEGMENT
The data reported in the Türkiye paragraph do not include the impact of the application of IAS 29 - Accounting
for hyperinflated economies, the effects of which are reported in the section “Türkiye - Hyperinflated Economy:
impacts for the application of IAS 29”, and do not include the valuation of non-industrial real estate.
Nordic and Baltic
(EUR’000) 2025 2024 Change %
Revenue from sales 638,311 623,338 2.4%
Denmark 489,970 478,756 2.3%
Norway / Sweden 149,307 140,844 6.0%
Other (1) 79,260 75,635 4.8%
Eliminations (80,226) (71,897)
EBITDA 181,811 173,716 4.7%
Denmark 164,239 159,795 2.8%
Norway / Sweden 11,813 9,134 29.3%
Other (1) 5,759 4,787 20.3%
EBITDA Margin % 28.5% 27.9%
Investments 45,891 58,984
(1) Iceland, Poland and white cement operating activities in Belgium and France
Denmark
In 2025, sales revenue reached EUR 490 million, an increase of 2.3% compared to EUR 478.8 million in 2024.
Grey cement volumes on the domestic market, in line with Group expectations, recorded around 6% contraction
compared to 2024 mainly due to lower volumes for the Fehmarn Belt project, while white cement volumes
experienced a more marked reduction.
The macroeconomic environment continues to have a negative impact on the construction sector, particularly in
the ready-mixed concrete and precast segments, which are only partially offset by the market for cement
products.
Cement exports increased by 3% compared to the previous year thanks to higher deliveries to Norway, Poland
and Belgium against lower sales in the United Kingdom, Iceland and Germany.
Ready-mixed concrete volumes decreased by 7% compared to 2024, due to the stagnation of the residential
market and the postponement or reduction of deliveries for major infrastructure projects.
In the aggregates sector, sales volumes grew by 11% compared to 2024 thanks to the improvement in the
production performance of one of the two quarries and robust demand in the reference area.
Director's Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 25
EBITDA amounted to EUR 164.2 million (EUR 159.8 million in 2024), up 2.8% mainly due to the positive
contribution of cement, supported by savings on fuel, electricity and fixed costs, which more than offset the
increase in raw material costs, transport and other operating expenses. Ready-mixed concrete also made a
positive contribution, supported by higher sales prices that offset higher variable costs and lower volumes.
Investments for the period amounted to EUR 38 million, of which approximately EUR 26.5 million in the cement
sector, mainly for extraordinary maintenance on kilns, efficiency improvement of production capacity, preliminary
studies for CO2 capture and storage projects, and for the introduction of natural gas as an alternative fuel.
Investments in the ready-mixed concrete sector were mainly concerned with the renovation of the Ejby plant in
Copenhagen and the replacement of concrete pumping vehicles. Investments include EUR 6.9 million accounted
for in accordance with the IFRS 16 accounting standard.
Norway and Sweden
In Norway, ready-mixed concrete sales volumes increased by 6% compared to 2024, supported by favourable
weather conditions and the start of some major infrastructure projects. The market is showing signs of recovery,
while remaining characterised by overcapacity and price competition.
The central bank lowered the official discount rate twice in 2025, bringing it to 4% with still limited effects on the
economic recovery. Still-high rates are holding back the residential market, despite growing demand for new
housing due to population growth. However, the decline in the construction sector appears to have peaked
between 2024 and 2025.
Also in Norway, large manufacturers and municipalities are pushing towards higher sustainability standards,
including low-carbon products, recycled raw materials, taxation on raw materials, and electric means of transport.
It should be noted that the Norwegian krone depreciated by 0.75% compared to the average 2024 exchange rate
against the euro.
In Sweden, ready-mixed concrete volumes remained stable compared to 2024, in an economic context that
continues to show weakness especially in the area served by the company's plants, in the south of the country,
where excess production capacity persists.
Aggregate volumes were instead up 3%, thanks to the marked increase recorded in November and December,
supported by favourable weather conditions and the start of a new residential project in Malmö expected in early
2026.
The Swedish krona appreciated by 3.2% against the average euro exchange rate in 2024.
In 2025, sales revenue in Norway and Sweden increased by 6% to EUR 149.3 million (EUR 140.8 million in
2024), while EBITDA amounted to EUR 11.8 million (EUR 9.1 million in 2024), up by 29.3%. The increase in
EBITDA in Norway was attributable to higher volumes sold and fixed cost efficiencies, despite lower sales prices
and higher variable costs. In Sweden, however, the growth is explained by the increase in sales prices,
particularly in ready-mixed concrete, which offset higher production costs.
Investments amounted to EUR 7 million, of which EUR 3.3 million in Norway and EUR 3.7 million in Sweden.
Investments recognised in accordance with IFRS 16 amounted to EUR 1.4 million.
Director's Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 26
Belgium
(EUR’000) 2025 2024 Change %
Revenue from sales 322,438 335,314 -3.8%
EBITDA 120,947 93,942 28.7%
EBITDA Margin % 37.5% 28.0%
Investments 22,647 65,025
In 2025, cement sales volumes on the domestic market decreased by 3% compared to 2024, due to
persistently weak demand related to international tensions, high material costs and low market confidence.
The slowdown in construction activity, especially in the residential segment, continues, apparently without
having yet benefited from the reduction in interest rates. The Belgian cement market remains in contraction for
the fourth consecutive year, with strong competition and price pressure, although a trend reversal was
observed from September to December.
Exports fell by 5%, penalised by the negative performance of the residential sector in the north of France
while sales to the Netherlands remained stable. There was also a recovery in exports in the last months of
the year.
Demand for low-carbon products is also growing in this region, especially in public tenders and large
projects.
Ready-mixed concrete sales decreased by 4% compared to the previous year. In Belgium, where the highest
volumes are concentrated, activity remained in line with 2024: road maintenance and some large projects
supported demand, but slowed by delays in the issuance of residential construction permits and a less
favourable operating environment. In France, the contraction was about 10% due to the crisis in the residential
sector and some logistical problems.
Aggregate sales were moderately down compared to 2024, with a stable trend in Belgium, a significant
increase in the Netherlands and a contraction in France. In Belgium, some plant shutdowns have limited sales,
while in France the contraction mainly concerned the ready-mixed concrete segment.
Sales revenue decreased by 3.8% to EUR 322.4 million (EUR 335.3 million in 2024). EBITDA, on the other
hand, increased by 28.7% to EUR 120.9 million compared to EUR 93.9 million in the previous year.
The 2025 EBITDA includes net non-recurring income of approximately EUR 17 million, mainly deriving from
the insurance reimbursement of EUR 19.7 million already mentioned, partially offset by non-recurring
expenses related to the fire and by the capital gain on the sale of land in Belgium. Net of these effects, EBITDA
would have increased by 10.7%. From an operational point of view, the cement sector has benefited from
lower clinker purchases, savings on fuels, raw materials and fixed costs despite lower volumes and prices and
higher electricity costs. Ready-mixed concrete benefited from higher sales prices achieved also thanks to
additional services and services net of lower sales in France.
The June fire damaged the alternative fuel supply system. In order to ensure continuity of production, the
company had to resort mainly to the use of coal, with negative effects on production costs, due to higher supply
costs and on the costs for the restoration of the alternative fuels line, the works for which were completed in
September.
The overall valuation of the damage, including extraordinary restoration costs, led to a net insurance
compensation of EUR 19.7 million.
Investments amounted to EUR 22.6 million, of which EUR 13.9 million was in the cement segment, mainly for
extraordinary maintenance, production capacity efficiency improvements, preliminary studies relating to CO2
Director's Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 27
capture and storage projects, and the introduction of natural gas as an alternative fuel. Investments accounted
for under IFRS 16 amounted to EUR 1.1 million, relating to contracts for cement transport vehicles.
North America
(EUR’000) 2025 2024 Change %
Revenue from sales 176,652 182,703 -3.3%
EBITDA 23,760 24,774 -4.1%
EBITDA Margin % 13.5% 13.6%
Investments 7,572 7,672
In the United States, sales volumes of white cement remained in line with those of 2024, a better result than
market trend that indicated an expected decrease of about 7% in the residential segment, the main outlet
market for the product.
In Texas, volumes recorded a significant decline penalised by increased competition and by adverse weather
conditions in January and February that also caused disruptions in gas supply.
In the York region, deliveries remained stable: a start to the year penalised by the harsh climate was offset by
an effective trade policy and the start of some projects in the last months of the year.
Even in California sales remained in line with 2024 despite some difficulties in the supply of terminals, while in
Florida sales registered a good increase.
The dollar depreciated by 4.4% against the average exchange rate of the Euro in 2024.
Overall, revenues decreased by 3.3% to EUR 176.7 million (EUR 182.7 million in 2024), while EBITDA
decreased by 4.1% to EUR 23.8 million (EUR 24.8 million in 2024), due to higher transport costs, raw material
costs, production costs and administrative costs, partially offset by higher sales prices. The company Vianini
Pipe, active in the production of cement products, recorded a significant increase in EBITDA compared to the
previous year thanks to the entry into new market segments, higher selling prices and efficiencies achieved
on variable production costs.
Investments in 2025 amounted to EUR 7.6 million, of which EUR 2.4 million was allocated to the two cement
plants for sustainability projects, production rationalisation and extraordinary maintenance. Investments
accounted for according to the IFRS 16 accounting standard amounted to EUR 3.7 million, almost entirely
relating to railway transport equipment in the cement sector.
Türkiye
(EUR’000)
2025 2024
Change %
(Non-GAAP) (Non-GAAP)
Revenue from sales 341,564 353,535 -3.4%
EBITDA 93,543 78,999 18.4%
EBITDA Margin % 27.4% 22.3%
Investments 29,467 21,677
Director's Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 28
Revenues amounted to EUR 341.6 million, down 3.4% compared to 2024 (EUR 353.5 million), penalised by
the 26% devaluation of the Turkish Lira compared to the average Euro exchange rate in 2024.
Cement sales volumes on the domestic market increased by 4% compared to the previous year in an economic
context still marked by hyperinflation and high interest rates that curb new construction projects and public
spending on infrastructure. There is a progressive slowdown in post-earthquake reconstruction activity,
however still relevant in the year. New national regulations in Türkiye are also accelerating the sector's
transition to sustainability.
In the Aegean region (Izmir), volumes recorded a good increase favoured by the strong growth of the last
months of the year and the start of new urban transformation programmes and public investments.
In the Marmara (Trakya) region volumes remained in line with 2024, supported by rail and road projects and
urban transformation in Istanbul districts, while competitive pressure limits price adjustments to inflation.
The regions of Elazig and Kars in Eastern Anatolia continued to benefit from post-earthquake reconstruction
and the start of new projects, with volumes increasing, despite some technical problems at the Elazig plant in
November and unfavourable climatic conditions. It should be noted that the Kars cement plant was sold at the
beginning of December.
Cement and clinker exports recorded a modest increase compared to 2024, offsetting the ban on Israel and
lower sales in Georgia with higher sales in Albania, Bulgaria, Romania and Africa.
Ready-mixed concrete volumes decreased by 7% compared to 2024, especially in the Aegean area, penalised
by competition and difficulties in accessing credit for private projects due to high interest rates.
Aggregate sales increased by 10% compared to the previous year, thanks to the new quarry at Malatya in
Eastern Anatolia, post-earthquake reconstruction and infrastructure and residential initiatives.
In the waste sector, the subsidiary Sureko, active in the treatment of industrial waste, reported a 16.3%
increase in revenues in local currency compared to 2024. Growth was supported by the start-up of the new
landfill in the third quarter and the strategy of prioritising internal supplies within the group, as well as the
development of alternative fuels and materials, with positive effects on profitability.
Overall, the region's EBITDA amounted to EUR 93.5 million, an increase of 18.4% compared to the previous
year (EUR 79 million). The 2025 result includes EUR 20.3 million related to the portion of the capital gain
attributable to Cimentas from the sale of 100% of the company Kars Cimento, while the 2024 result included
EUR 6.9 million of non-recurring income paid by Cementir Holding, neutral on the consolidated result. Net of
these effects, EBITDA would have increased by 7.9% mainly as a result of the devaluation of the Turkish lira.
Investments amounted to EUR 29.5 million, of which EUR 20.3 million in cement, mainly for safety and
environmental initiatives and for the project to convert the electricity grid in Trakya, and EUR 7.4 million in
ready-mixed concrete, almost entirely referring to investments accounted for according to the IFRS 16
accounting standard for transport vehicles.
Director's Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 29
Egypt
(EUR’000) 2025 2024 Change %
Revenue from sales 48,022 46,264 3.8%
EBITDA 8,770 16,874 -48.0%
EBITDA Margin % 18.3% 36.5%
Investments 4,852 7,650
Sales revenue amounted to EUR 48 million, up 3.8% compared to EUR 46.3 million in 2024, mainly as a result
of the depreciation of the Egyptian pound (-13.9% against the euro compared to 2024), against revenues in
local currency up 18.2%.
Sales volumes of white cement increased by 12%, driven by exports (+21%) to the United States, Morocco,
the Middle East and France. The domestic market, on the other hand, is down for the third consecutive year,
with volumes down 4% due to the weakness of the construction sector and the temporary suspension of
government payments to contractors, a consequence of the IMF's reform plan that has reduced funds on large
national projects. The country’s economy remains under pressure from high inflation, devaluation and rising
energy costs.
From an operational point of view, the reactivation of the second production line, which was stopped for nine
years, had a series of problems that caused interruptions in business continuity and clinker quality problems
leading to an increase in production costs of about EUR 4 million due to the need to purchase clinker from
third parties. The problems were resolved at the end of June, but it was necessary to procure from third parties
until the beginning of the second half, generating further impacts on the result for the period. From 2026, the
stable and reliable production capacity of the two operating furnaces will allow it to expand and gain share in
the largest foreign markets.
EBITDA decreased by 48% to EUR 8.8 million (EUR 16.9 million in 2024), mainly due to the devaluation of the
Egyptian lira and the above-mentioned issues, only partially offset by higher export volumes and higher prices
on the domestic market.
Investments in 2025 amounted to approximately EUR 4.9 million and included, among other things, the
reactivation of the second clinker kiln (EUR 2 million).
Asia Pacific
(EUR’000) 2025 2024 Change %
Revenue from sales 98,813 104,537 -5.5%
China 49,876 55,108 -9.5%
Malaysia 49,173 50,221 -2.1%
Eliminations (236) (792)
EBITDA 17,960 21,240 -15.4%
China 10,697 13,261 -19.3%
Malaysia 7,263 7,979 -9.0%
EBITDA Margin % 18.2% 20.3%
Investments 6,718 4,249
Director's Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 30
China
Sales revenue decreased by 9.5% to EUR 49.9 million from EUR 55.1 million in 2024 as a result of lower sales
prices due to strong competition, in the presence of demand that remains stagnant despite the economic
stimulus measures introduced by the government (creation of new jobs, bond issuance, restructuring and
conversion programmes for unsold residential stock, as well as fiscal measures and interest rate cuts). The
country continues to face pressures related to deflation, high public debt, falling construction, youth
unemployment, and the tariff war with the United States.
Volumes are up slightly compared to 2024 thanks to the good performance of the second half. However, weak
prices caused EBITDA to decrease by 19.3% to EUR 10.7 million (EUR 13.3 million in 2024) despite savings
in variable costs.
The Chinese renminbi depreciated by 4.3% against the average Euro exchange rate in 2024.
Investments for the year amounted to approximately EUR 3.2 million, of which EUR 1.3 million were allocated
to interventions to reduce ammonia and nitrogen oxide (NOx) emissions.
Malaysia
Sales revenue decreased by 2.1% to EUR 49.2 million compared to EUR 50.2 million in 2024.
Total volumes increased by 10%, mainly due to higher clinker shipments in Australia compared to the previous
year. The domestic market, although marginal in terms of volumes, recorded a 5% drop in a residential context
held back by the high stock of unsold apartments and difficulties in accessing credit.
The area is affected by the Chinese economic slowdown, trade tensions with the United States and the
increase in imports from China, favoured by the new free trade agreements with the ASEAN countries that
have eliminated the high tariffs previously applied to Chinese products.
Malaysia is also introducing new sustainability legislation, which will come into force in the next two years and
provides for a CO2 emissions monitoring period.
Cement exports increased by 2% compared to 2024 with greater deliveries to Cambodia, India and Myanmar
compared to lower volumes destined for China and the Philippines.
EBITDA reached EUR 7.3 million, down 9% from EUR 8 million in 2024, due to the devaluation of the US dollar
(-4.4%) and the Australian dollar (-6.8%), currencies in which approximately 80% of exports are expressed,
despite savings in fixed and variable costs and increased sales volumes.
The Malaysian ringgit appreciated by 2.3% against the average euro exchange rate in 2024.
Investments amounted to approximately EUR 3.5 million and concerned projects to increase the functionality
and efficiency of the plant, as well as extraordinary maintenance.
Director's Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 31
Holding and Services
(EUR’000) 2025 2024 Change %
Revenue from sales 174,605 148,596 17.5%
EBITDA 13,384 (10,289) n.m.
EBITDA Margin % 7.7% -6.9%
Investments 4,673 6,018
This grouping includes the parent company Cementir Holding, the trading company Spartan Hive, and other
minor companies.
EBITDA increased compared to the previous year thanks to the better performance of Spartan Hive, which
benefited from higher brokerage margins on cement, clinker, raw materials, fuels and other services.
2025 EBITDA includes net non-recurring income of EUR 14.7 million, of which EUR 15.7 million relates to the
portion of capital gain attributable to Alfacem from the sale of 100% of the company Kars Cimento. In 2024,
extraordinary charges of about EUR 11 million were recognised, of which EUR 6.9 million were paid to the
company Cimentas (neutral on consolidation) and about EUR 4 million related to the valuation and disposal of
non-industrial properties.
INVESTMENTS
In 2025, the Group made total investments of approximately EUR 121.8 million (EUR 171.3 million in 2024),
of which approximately EUR 8.8 million in sustainability (EUR 38.5 million in 2024) and EUR 23.4 million (EUR
45.9 million in 2024) related to the application of the IFRS 16 accounting standard.
Investments included EUR 79.2 million in the cement sector, EUR 23.3 million in ready-mixed concrete, EUR
11.7 million in aggregates and EUR 7.6 million in other business sectors.
The breakdown by asset class shows that EUR 118 million (EUR 167.2 million in 2024) relates to tangible
assets and EUR 3.8 million (EUR 4.1 million in 2024) to intangible assets.
RESPONSIBILITIES IN RESPECT TO THE ANNUAL REPORT
The Board of Directors is responsible for preparing the Annual Report, inclusive of the Consolidated and
Company Financial Statements and Directors’ Report, in accordance with Dutch law and IFRS Accounting
Standards as issued by the International Accounting Standards Board and as adopted by the European Union
(EU-IFRS).
In accordance with Section 5:25c, paragraph 2 of the Dutch Financial Supervision Act, the Board of Directors
states that, to the best of its knowledge, the Financial Statements prepared in accordance with IFRS
Accounting Standards as adopted by the European Union (EU-IFRS) provide a true and fair view of the assets,
liabilities, financial position and profit or loss for the year of the Company and its subsidiaries and that the
Directors’ Report provides a true and a fair view of the performance of the business during the financial year
and the position at balance sheet date of the Company and its subsidiaries, developments during the year,
together with a description of the main risks and uncertainties that the Company and the Group face.
Director's Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 32
KEY EVENTS OF THE YEAR
The 2025 financial year ended with an EBITDA of EUR 439.5 million (EUR 407.3 million in 2025). The cash flow
generated by operating activities and the control of working capital made it possible to close the year with net
cash of EUR 465.1 million (net cash of EUR 290.4 million as at 31 December 2024), which includes the portion
of debt arising from the application of IFRS 16 amounting to EUR 71.7 million (EUR 90.8 million as at 31
December 2024).
On 11 February 2025, the Parent Company’s Board of Directors approved the 2025-2027 Industrial Plan
update, to whose press release reference is made (www.cementirholding.com in the Investors, Press Releases
section).
In March 2025, Cementir Holding and Air Liquide officially signed the EUR 220 million non-repayable loan
agreement with the European Innovation Fund for the ACCSION carbon capture and storage (CCS) project in
Denmark, which will enable the scheme to avoid the emission of 1.5 million tonnes of CO₂ per year.
During May, dividends amounting to EUR 43.5 million were paid as per the resolution of the Shareholders’
Meeting at the time of approval of the 2024 financial statements.
In May, the Group, through its two subsidiaries Çimentaş A.Ş and Alfacem S.r.l., signed a binding agreement
with the Turkish company Arkoz Madencilik A.Ş for the sale of 100% of the share capital of Kars Cimento AS,
the owner of an integrated cement plant located in northeastern Türkiye, with an annual production capacity
of 0.6 million tonnes of cement.
In June 2025, the rating agency S&P Global Ratings confirmed the rating BBB- with Stable Outlook.
In December, Cementir was confirmed in CDP's prestigious ‘A List’ for Climate Change for the second
consecutive year, and maintained its leadership in water resources management, obtaining a score of A- in
CDP Water for the fourth consecutive year.
On 1 December 2025, the sale of 100% of the share capital of Kars Çimento A.S. for a total enterprise value
of EUR 51 million, on a cash and debt-free basis, was completed.
Director's Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 33
INNOVATION, QUALITY, RESEARCH AND DEVELOPMENT
The Cementir Group carries out applied research activities to support Sustainability, Innovation and Product
Development initiatives, as well as potential new solutions.
These activities are conducted in close collaboration with customers and commercial partners, the academic
world, and other stakeholders in the construction sector and in society at large.
In 2025, the Cementir Group, as founder and member of the steering committee, continued to work actively on
the Innovandi project, a world-class industrial–academic research network in cement and concrete comprising
30 companies across the cement, additives and concrete value chain, together with 40 scientific institutes.
To address the challenges of the “Cementing the European Green Deal” initiative launched in 2020—defined by
the EU in terms of additional CO₂ emission reductions—the Group’s research activities focused on developing
projects and investigating further innovative solutions and systems, both in products and processes, to enable a
sustainable transition in production. Starting from 2020, all actions related to processes, products and innovation
were consolidated into a 10-year roadmap with ambitious sustainability targets for the Group, primarily aimed at
European markets subject to the ETS (Emission Trading System), and subsequently extended to all relevant
markets. The years 2024 and 2025 were marked by the implementation of key projects foreseen in the roadmap.
In 2025, the Group continued to participate in the “Circular Concrete” project in Denmark, whose main objective
is to develop technologies to maximize the use of recycled aggregates in concrete.
Product innovation and new solutions
The Group decided to take on the challenge of meeting the growing demand for innovative, sustainable, and high
value-added offerings. Product innovation and the development of new solutions are an integral part of the
strategy that involves the entire Group in its path of sustainability and creation of added value throughout the
construction chain.
With this in mind, since 2019, the Cementir Group has strengthened its position in the ultra-high performance
concrete (UHPC) segment with two solutions under the InWhite® brand: a ready-to-use premixed premix called
ALBORG EXCEL® and an InBind ® cement binder for the production of UHPC.
In particular, AALBORG EXCEL® is aimed at users for architectural applications, such as exclusive facade
cladding that require high quality consistency.
InWhite® Solutions are manufactured at our facility in Malaysia.
After the initial focus on the European market, the Cementir Group has extended the perimeter in the China,
Australia and Asian markets, in response to the growing interest in UHPC technology confirmed by trends in the
construction sector.
In accordance with the Group's customer-centric approach, specific product development activities were
launched and implemented in all regions to meet market needs for various applications and support them in their
sustainable transition.
Since January 2021, the Group, through its subsidiary Aalborg Portland, has launched the first cement on the
Danish market, based on the synergy between limestone and calcined clay to replace clinker, called
FUTURECEM®. Since its launch, the market has favourably received the new product as a solution for producing
low-emission ready-mixed concrete. Our customers are increasingly integrating FUTURECEM ® into their
production processes to replace ordinary portland cement, seeing it as a solution for their decarbonisation goals.
Underpinning the product's success are its suitability for the intended applications, performance and continuous
dialogue with the entire value chain, as well as strategic partnerships with leading construction companies.
Director's Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 34
The roll-out of FUTURECEM® cement continued at the subsidiary in Belgium, where the cement was marketed
in France in 2022. Since 2023, following the achievement of the certification for use in ready-mixed concrete
(ATG), FUTURECEM® cement has also been marketed in Belgium.
For the Benelux and French markets, in cooperation with customers, FUTURECEM® has been tested and used
in a wide range of applications, from ready-mixed concrete to precast elements.
As part of the reduction of CO2 emissions in Türkiye, the sustainable transition was based on the gradual
transition from Portland Cement to type II composite cements with lower clinker content in all factories in the
country, placing Cimentas as a leader in the sustainable transition in that area.
In Benelux and France, CCB completed the transition from CEM I to CEM II for precast ready-mixed concrete
applications in 2024. Also in 2024, cement II/C was launched, available both in bags and loose for ready-mixed
concrete. In 2025 the range of low emission products was expanded with the introduction of a low clinker III/B
slag cement to meet the demands of our ready-mixed concrete customers.
In 2024, in line with the decarbonisation of the Aalborg White® product range, a new D-Carb® brand product
was developed and placed on the market, with a 15% lower CO2 footprint than the reference Portland cement,
while maintaining the same performance at short curing times. In 2025, the roll-out of the D-Carb ® brand
continued with the launch of cements in the Asia-Pacific-Australia and MEA – Middle East and Africa markets,
produced in Malaysia and Egypt, respectively.
In order to ensure transparency and credibility in the reduction of emissions of our products, Cementir is
implementing a certification activity through EPD – Environmental Product Declaration - a document where
carbon emissions and life cycle analysis are reported.
RESEARCH AND QUALITY CENTRE
The Research & Quality Center (“RQC”) represents the cornerstone of the Group’s quality management system.
It is equipped with a state-of-the-art laboratory featuring advanced instruments for mineralogical analysis,
including a scanning electron microscope and a powder X-ray diffractometer. These devices enable the execution
of more than 80 tests and analyses on raw materials, alternative fuels, cement and concrete, with over half of the
tests accredited in accordance with ISO/IEC 17025.
The central laboratory plays a key role in maintaining high standards of accuracy and precision in local
laboratories. To ensure the consistency of the analyses and the correct functioning of the quality control
instruments, it regularly sends calibration samples to the Group's peripheral plants. These shipments include raw
materials, semi-finished products, clinker, cement and fuels, including alternative ones. Through this procedure,
the central laboratory ensures that all production sites operate according to uniform and shared parameters,
strengthening the monitoring and quality of products throughout the production chain. Efficiency, Resolution and
Continuous Improvement
The availability of high-tech analytical equipment allows the Centre to provide a prompt and effective response
to the problems encountered in the various plants. This approach promotes the constant improvement of the
efficiency of production processes and product quality, contributing to maintain high standards in each plant.
The RQC's activity also extends to innovation and customer service. The centre's experts boast high expertise
in cement chemistry, mineralogy, concrete technology and white cement applications. In addition to research,
the Centre offers technical support to customers for all cement and ready-mixed concrete products, provides
training to new hires and actively participates in Group initiatives.
Internationally, RQC experts work with sales team to ensure qualified customer service, offering products and
services with high added value thanks to the skills developed in research and quality.
Director's Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 35
In addition to research and technical support activities, the Research and Quality Centre regularly organises
seminars dedicated to quality, aimed at internal staff and at the Group's customers and partners. These seminars
are key moments for sharing best practices, updating on industry regulations and disseminating a culture of
quality at all levels of the organisation. Through interactive sessions and technical deep-dives, participants can
exchange views with experts, discuss practical case studies and acquire new skills designed to further reinforce
excellence and consistency in production processes.
QUALITY
Quality, articulated through a dedicated Policy, is among the Group’s primary objectives. The CON-CQ
(CONsistent Cement Quality) Concept, adopted in all plants, establishes a quality management and control
system, defining roles and responsibilities within the organisation. Starting from the Voice of Customers, the
required quality KPIs are identified to ensure products suitable for different applications. Thanks to an in-depth
knowledge of the impact of raw materials, fuels and production processes on cement performance, Group
companies are able to guarantee the highest quality and performance stability of cements. The Corporate
GRQCC (Group Research & Quality Competence Centre) function is responsible for defining best practices,
guidelines and common quality procedures for the entire Group. Periodic meetings are organised involving the
Corporate and the individual plants, during which the results, necessary improvements, investments and ongoing
projects are discussed, as well as the DOQs (Declaration of Quality) are reviewed. The annual internal controls
are conducted to further improve quality performance and refine controls and feedback. Each year, plant
performance is evaluated using Quality Score Cards (QSC). The purpose of QSCs is to measure performance
in all aspects of quality, from raw material extraction and sourcing to customer satisfaction. Each area is assigned
a score based on predefined criteria, which can be quantitative (compared to a KPI) or qualitative. QSCs are
updated and evaluated by GRQCC in collaboration with local quality departments.
Since early 2024, the Quality Scorecards have been implemented in the ready-mixed concrete sector, following
the same stringent criteria already adopted for cement. The pilot phase took place in Belgium, with the definition
of specific KPIs for ready-mixed concrete, periodic monitoring procedures and digital tools to collect data on the
quality of materials and production processes. After the positive results obtained, since 2025 the QSC system
has been extended to the group's ready-mixed concrete companies in Denmark and Norway, further adapting
the KPIs to local regulations and organising local visits to align the entire staff. In 2026, the project will also involve
Türkiye, with the aim of standardising the QSC internationally and ensuring a shared quality standard. Among
the selected KPIs is the GWP (Global Warming Potential), which measures the amount of CO2 emitted by
concrete mixtures with the same mechanical performance, allowing the environmental impact of the solutions
offered by the Group to be monitored and improved.
Director's Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 36
INFORMATION SYSTEMS
2025 was a year of great achievements and profound transformations. The IT department has promoted
digitalisation in the Group through the updating of IT solutions in every operational and geographical area,
continuing the transformation of our infrastructure into an agile and intelligent business enabler, ready to
confidently and solidly support the challenges of the coming years. At the same time, the governance structure
based on the centralisation of strategic decisions has been consolidated. The main objective of this year has
been the evolution of working models, pursued through global harmonisation and standardisation of processes,
focusing on technologically advanced solutions and their management based on data analysis.
In the technological field, 2025 marked a fundamental turning point, transforming the foundations laid the previous
year into a cutting-edge operating reality. If 2024 was the year of consolidation, 2025 was the year of strategic
evolution and modernisation on a global scale. The main goal is represented by the radical renovation of the
Data Centre. We have strengthened our infrastructure capacity by migrating to a Hyperscaler-based model,
leveraging the strategic support of one of the world's leading leaders in System Integration. This synergy has
allowed us to obtain an infrastructure that is not only more solid and resilient, but capable of scaling in line with
the Group's ambitions.
On the international front, we have managed and are successfully managing two far-reaching programmes. In
Türkiye (“TRansformaITon” Programme) we started a total overhaul of the IT infrastructure. The first phase of
this ambitious three-year plan has been successfully completed, fully respecting the timelines and quality
objectives set. In the Nordic & Baltic area (‘NewBorn’ Programme), the three-year renovation plan has officially
been completed, respecting timing and costs. Thanks to this intervention, the main sites now have a completely
redesigned LAN, Wi-Fi and WAN network, supported by the laying of fibre optics where necessary to ensure
maximum performance.
Another point we focused on was our investment of resources in the Artificial Intelligence field. We have not
limited ourselves to the sporadic adoption of technology, but we have worked with determination to understand
how to integrate AI into the daily life of the company. Through numerous successful Proof of Concept (PoC), we
have promoted a shared and AI-oriented culture, raising awareness among many colleagues on the urgency of
adopting AI solutions. The potential of Artificial Intelligence has also been explored in the field of Cyber Security,
creating several prototypes that have provided very promising results, and some solutions are already in
operations.
Again, on the front of Cybersecurity, we changed the SOC (Security Operations Centre) service by selecting a
new provider and obtaining a tangible quality increase. The email security protection system has also been
migrated to a more performing and effective one, together with the adoption of the SPF, DKIM, and DMARC
criteria to block spoofing, guarantee the integrity of messages and defend against the impersonation of emails.
We reached the overall effect of decreasing phishing and malicious emails in general, along with an increase in
receiving and sending performance despite the strictest security controls. Through the application of numerous
interventions, we maintained the Advanced score from our Cybersecurity rating agency, obtaining the highest
score ever achieved, despite their adoption of evaluation criteria that were stricter than those of the previous
year. Many security policies on the Cloud Firewall have been further strengthened, adopting new ones that are
more effective on Microsoft, including ‘Conditional Access’ and restricting consultants' access to the resources
strictly needed. Finally, we have improved the Vulnerability Management process to significantly reduce the
number of possible attacks on our information systems.
The portfolio of group and local initiatives to support the execution of the business plan was also completed with
very limited impact on implementation times. Its common denominator remains the gradual streamlining of the
application stack and the use of SAP as a pivotal system of the Group processes execution. In addition, a small
number of non-SAP applications were selected to complete the process coverage required for business
operations and development.
Director's Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 37
The Business Process Reengineering Programme was the project vehicle for the activities related to the
optimisation and standardisation of business processes and resulted in multiple interventions on the applications.
The implementation on our SAP systems of the Procure-to-Pay process, standardised as per the drawing
completed within the same program during the previous year, was successfully completed. The completion of
the above implementation also enabled the design of authorisation profiles in SAP to ensure compliance with
role segregation guidelines and more effective control during audits.
Other relevant project activities on applications included: functional extension of the new treasury platform with
additional derivatives and mark-to-market management features, the development and implementation of a
Health & Safety solution to notify incidents and manage operations to secure work at risk, the extension of the
purchase and sale processes in SAP for the subsidiaries Spartan Hive and Kudsk & Dahl, the completion of the
implementation of the integration for electronic invoicing in Belgium, the technical and functional update of the
group solution for the management of passive invoices, the creation of a Database for the management of
company assets (properties, land, quarries, etc.).
Finally, the foundations were laid for the most important activity of 2026, namely the extension of group
application solutions, including SAP, to the subsidiary Sinai White Cement in Egypt. This activity will be carried
out by transferring the Cementir process model already designed and validated in the BPR field and implemented
in other realities, with the contribution of the Group's central functions.
The use of Process Mining continued and was expanded geographically, which in 2025 was applied primarily to
support the Business Process Reengineering programme, and more extensively to the purchasing, payment,
sales and maintenance processes, identifying possible areas for improvement and suggesting action and
intervention plans implemented during the year.
The main activities in the Business Intelligence field have on the one hand had the objective of continuing in the
implementation and configuration of the new data flow architecture, laying the foundations for future further
interventions aimed at the collection and consolidation of data directly from the plants (SCADA Systems), and
the progressive simplification of back-end processes in order to renew the infrastructure, through the migration
of flows to more efficient and performing technologies. These activities will be among the main projects of the
years 2026-2027, that will also see the adaptation of the reporting for the Egypt Region.
Routine activities for the development and maintenance of reporting have been addressed with a different
approach. In particular, we expanded the use of ETL (Extract-Transform-Load) processes on data, aimed at
making the updating processes more robust, stable and efficient, as well as allowing the inclusion in group
reporting of the data of the previously excluded subsidiaries. The use of soft-automation tools has allowed direct
integration with new data sources (among which we can mention the new Treasury system), which previously
required significant review, integration and control activities by colleagues managing the input information, to
bring them together in reporting.
Director's Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 38
HEALTH, SAFETY AND ENVIRONMENT
Health and Safety
During 2025, the Group recorded a significant reduction in accident rates compared to previous years,
testifying to the progress made in the implementation of the Health and Safety roadmap and in the
strengthening of operational controls at all sites. This positive trend has, however, been overshadowed by two
tragic fatalities: the first involved an employee at the Izmir plant in Türkiye and the second a contractor at the
Ipoh plant in Malaysia, both during maintenance activities. The internal investigations have ascertained that,
in each case, the accidents were caused by serious violations of company procedures before the start of work.
Adequate targeted corrective actions and preventive actions have been implemented, with a strong focus on
process safety, procedural rigour and reinforcement of safe behaviours.
During the year, important initiatives were introduced to increase staff awareness and strengthen supervision
and verification activities in the field. In addition, the Group continued its commitment to safety and well-being
through the implementation of an innovative digital platform, accessible through mobile applications. Designed
to improve timeliness and effectiveness in reporting events, this tool aims to actively involve workers in accident
prevention and risk management.
In April, the Group celebrated Occupational Health and Safety Week, highlighting the complementarity
between operational safety and well-being. Various activities and workshops aimed at raising staff awareness
and promoting a strong safety culture have been organised at all Group headquarters and operations. From a
technical and operational point of view, particular attention has been paid to high-risk work activities (for
example: work at height, confined spaces, lifting operations). In this context, the correct decommissioning of
equipment and isolation procedures continue to be essential requirements, as well as the use of work permits
to assess safety conditions and authorise the execution of activities. Dedicated training sessions, safety
exercises, questionnaires and risk assessment activities were carried out to reiterate that structured
knowledge, tools and processes are fundamental elements for operating safely.
In 2025, the Group also continued its planned improvement initiatives in relation to its commitment to the
WASH (Water, Sanitation and Hygiene) programme. The multi-year programme aims to ensure better access
to drinking water and ‑sanitation for all workers at sites under our operational control.
Environment
The responsible and efficient management of water resources, the reduction and control of energy
consumption and the use of alternative fuels (such as biomass), as well as raw materials and components with
a lower environmental impact, are fundamental pillars of the Group's sustainability strategy. The 2025 results
are overall in line with the defined objectives and with the expected trajectory. The specific water consumption
in cement production is consistent with the target values, particularly in areas exposed to water stress.
In 2025, among the most relevant initiatives for the reduction of emissions into the atmosphere and in line with
the Best Available Techniques (BAT), the Group implemented a new NOx abatement system in China based
on Selective Catalytic Reduction (SCR) technology. This intervention made it possible to achieve concentration
levels below 40 mg/Nm³.
During the year, the Group also defined a structured and comprehensive strategy to protect and enhance
biodiversity. We are committed to identifying, monitoring, managing and mitigating the potential environmental
impacts associated with mining activities. Our approach to biodiversity management is evidence-based and
aligned with the principles of the Taskforce on Nature‑related Financial Disclosures (TNFD).
With regard to cement production activities, with the certification of the Waco and York plants in the United
States, the Group has completed the ISO 14001 certification program, which constitutes the reference for the
environmental management system of operations. All cement production sites are now both ISO 45001 and
Director's Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 39
ISO 14001 certified. By 2027, all ready-mixed concrete plants will also be certified; currently, ISO 14001
certification covers about 25% of these sites.
HUMAN RESOURCES
Changes in the workforce
At 31 December 2025, the Group's workforce amounted to 2.987 employees, 95 fewer than at the end of 2024,
mainly related to the sale of the Cement plant in Türkiye (Kars – December 2025).
Personnel costs increased by about one million compared to 2024, but were lower than the budget for 2025.
The change is essentially due to the adjustment of personnel costs with respect to rising inflation, as also
foreseen in many local trade union agreements, turnover and hiring processes and, lastly, to the effects of
exchange rate fluctuations.
Organisation
As of 31 December 2025, the Group's organisational model confirms its structure in the following territorial
areas:
• Nordic & Baltic
• North America
• Asia Pacific
• Türkiye
• Egypt
• Belgium
and Holding and Services, within which Spartan Hive acts as a dedicated business unit.
Amsterdam is the registered office of the Holding, while the Rome office is the secondary and operating office.
Holding coordinates these regions and operating companies. The General Manager of the Group is entrusted
with overseeing the main operating undertakings of the company, allowing the Group CEO to focus on
business activities with a strategic impact, such as mergers and acquisitions.
During the year, the organisational structures were confirmed to ensure certain key processes and to improve
the overall efficiency of organisational structures through the application of standard organisational models, as
well as to guarantee the filling of any vacancies to ensure business continuity.
The main organisational changes introduced during the year were:
• The reorganisation of the Information Technology (IT) Department provided for the introduction of the
Demand Management structure, in charge of collecting requests from the Group, managing the entire
portfolio of projects, as well as the administration of the Group's IT budget and the standardisation of
technological solutions. A division dedicated to Cybersecurity was also established, the latter in charge
of defining and implementing the cybersecurity roadmap, preparing standards for the protection of
applications, implementing alert and monitoring systems, as well as managing incidents in the
cybersecurity perimeter.
• The definition phases of:
o a new Centre for Operational and Digital Excellence (C.O.D.E.) department, with the aim of
coordinating the continuous improvement and standardisation of end-to-end business processes,
while fostering innovation through the adoption of digital solutions. Working in close collaboration
with all company functions, the C.O.D.E. will contribute to the strengthening of operational
Director's Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 40
effectiveness, the optimisation of business processes and the promotion of digital transformation
within the Group.
o the reorganisation of the Technical Department with the definition of the optimal allocation of
resources to support the plants on specific issues, development projects, continuous
improvement and digitisation of processes (CEM 4.0 Evo).
During 2025, the Group's commitment to the implementation of standard operating models (processes,
organisation and systems) was confirmed with the ‘Maintenance 4.0’, and ‘Warehouse 4.0’ programmes,
launched in previous years in Nordic & Baltic, Türkiye and in Belgium and North America.
The scope of the “Business Process Re-engineering (BPR)” programme, aimed at the standardisation of
processes and systems, as well as the sharing of best practices at Group level, was also extended to payment
processes, with an end-to-end view of the entire purchasing flow. In this context, the review of the Procurement
to Pay process was concluded and implemented and the review of the processes for managing raw materials
and external suppliers.
Technological innovation has continued to affect the entire organisation through the increasingly widespread
use of the electronic signature system for the subscription of internal and external documentation, the
extension of the new compensation & benefits system also for the management of the variable remuneration
process and benefit monitoring, as well as the enhancement of the Group reporting platform.
With reference to Talent Strategy, Remuneration, Internal Communication and Social Dialogue, please refer
to section S1-2, with regard to the Statement on Diversity Objectives refer to section S1-1 and S1-5 and for
the Reference Group and Market Positioning analysis refer to section S1-10.
Director's Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 41
CORPORATE GOVERNANCE
INTRODUCTION
As of 5 October 2019, Cementir Holding is a Dutch public limited company (Naamloze Vennootschap) with its
registered office in Amsterdam, the Netherlands Zuidplein 36, 1077 XV and a secondary and operational office
in Rome, Italy, at Corso di Francia No. 200.
The company's tax residence is in Italy.
The Company has been listed on the Milan Stock Exchange since 1955, currently in the Euronext STAR Milan
segment.
Cementir Holding has elected the Netherlands as home Member State for the purposes of Art. 2(1) of the
Directive 2004/109/EC of the European Parliament and the Council of 15 December 2004 (the so-called
“Transparency Directive”).
The Company applies the Dutch Corporate Governance Code (hereinafter the “Code”) whose purpose is to
facilitate, with or in relation to other laws and regulations, a sound and transparent system of checks and
balances within Dutch listed companies and, to that end, regulate relations between the Board of Directors, its
Committees and shareholders.
It is to be noted that the provisions of the Code primarily refer to companies with a two-tier board structure
(consisting of a management board and a separate supervisory board), while Cementir Holding. has
implemented a one-tier board. The best practices reflected in the Code for supervisory board members apply
therefore by analogy to Non-Executive Directors.
This report refers to the provisions and principles of the Code dated 20 March 2025 applicable from the 2025
financial year and available for download at the following address: Dutch Corporate Governance Code 2025
(https://www.mccg.nl/site/binaries/site-content/collections/documents/2025/04/82539-mcgc-dutch-corporate-
governance-code-tg.pdf for the unofficial English version).
BOARD OF DIRECTORS
Composition and nomination of the Board of Directors
In compliance with the Company’s Articles of Association (hereinafter the “Articles of Association”), the Board
of Directors may be made up of one or more Executive Directors and one or more Non-Executive Directors,
providing that the total number of Directors is at least five and at most fifteen. The Shareholders' Meeting of
20 April 2023 resolved, among other things, on the appointment and composition of the Board of Directors
expiring with that Shareholders' Meeting in accordance with the provisions of the Articles of Association set
out below, also determining the number of members, reduced from 10 to 8.
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).
The Directors are appointed by the General Meeting. Directors may be nominated for appointment:
• on a proposal of the Board; or
• to a proposal of one or more Shareholders, alone or together representing at least the 3% of the issued
share capital, provided that the proposal has been notified to the Board in accordance with the
requirements of Articles 8.3.4 and 8.3.5 of the Articles of Association.
Director's Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 42
The nomination must make it explicit whether a person is nominated for appointment as Executive Director or
Non-Executive Director. A Director shall be appointed for a maximum period of three years, provided however
that unless such Director has resigned at an earlier date, their term of office shall expire ultimately immediately
after the close of the first General Meeting held after three years have lapsed since their appointment. A
Director may be reappointed with due observance of the preceding sentence. By resolution of the General
Meeting at the proposal of the Board, the maximum period of three years may be deviated from. The Board
may draw up a retirement schedule for the Directors. At a General Meeting, a resolution to appoint a Director
can only be passed in respect of candidates whose names are stated for that purpose in the agenda of that
General Meeting or the explanatory notes thereto. The General Meeting may at all times suspend or dismiss
a Director.
Convening meetings and agenda
Meetings are held as often as the Senior Non-Executive Director or the Chief Executive Officer or any two
Directors jointly request, provided that there are at least four regularly scheduled Board meetings in each
financial year.
Meetings are convened in a timely manner by the Senior Non-Executive Director, the Chief Executive Officer
or the Vice-Chairman, or if each of them is absent or unable to act, by any Director. The notice sets out the
meeting agenda. The Director convening a meeting sets the agenda for that meeting. Directors may submit
agenda items to the Director(s) convening the meeting.
Meeting location
Meetings are normally held at the Company’s secondary offices in Rome, Italy, but may also take place
elsewhere.
Meetings may also be held by telephone, videoconference, or other means of electronic communication,
provided that all participants can hear each other simultaneously. Directors attending the meeting by telephone
or videoconference are considered present at the meeting.
Attendance
Each Director attends Board meetings and the meetings of the committees of which he or she is a member. If
a Director is frequently absent from these meetings, this Director must account for these absences.
A Director may be represented at a meeting by another Director holding a proxy in writing or in a reproducible
manner by electronic means of communication.
The Board may require that certain officers and external advisers attend its meetings.
Chairman of the meeting
The Chief Executive Officer chairs the meeting. If the Chief Executive Officer is not present at the meeting, the
Senior Non-Executive Director chairs the meeting. If both the Chief Executive Officer and the Senior Non-
Executive Director are not present at a meeting, the Vice-Chairman chairs the meeting. If the Chief Executive
Officer, the Senior Non-Executive Director and the Vice-Chairman are not present at the meeting, the Directors
present at the meeting will designate one of them as chairman of that meeting.
In accordance with the provisions of the Articles of Association and the Rules of Procedure of the Board of
Directors, a non-executive and independent member, the Senior Non-Executive Director, serves as chairman
Director's Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 43
of the meetings pursuant to and for the purposes of Dutch law (Art. 2:129a of the Dutch Civil Code) and in
accordance with Best Practice provision 2.1.9. of the Code. In this regard, in such role, the Senior Non-
Executive Director, inter alia, ensures that there is sufficient time for deliberation and decision-making by the
Board and that directors receive timely all information that is necessary for the proper performance of their
duties. In this capacity, the Senior Non-Executive Director also collects and coordinates the requests and
contributions of the Non-Executive Directors and more in particular of the independent directors. The Senior
Non-Executive Director, in this capacity, plays a liaison role between the Executive and Non-Executive
Directors and thus ensures the effective functioning of the Board as a whole.
Adoption of resolutions – quorum requirements
The Board may only adopt resolutions at a meeting if the majority of the Directors entitled to vote is present or
represented at the meeting including at least one Executive Director, if the Executive Director is entitled to vote
on matters being considered.
If the Chief Executive Officer believes there is an urgent situation that requires the Board’s immediate resolution,
the quorum requirement referred as above not apply, providing that:
• at least three directors are present, or represented by proxy, including at least one Executive Director
who can validly express their vote on the matters considered; and
• reasonable efforts have been made to involve the other Directors in the decision-making.
The chairman of the meeting ensures that adopted resolutions are communicated to Directors not present at
the meeting without delay.
Adoption of resolutions - majority requirements
Each Director has one vote. Where possible, the Board adopts its resolutions by unanimous vote. If this is not
possible, the resolution is adopted by a simple majority of the votes cast. In the event of a tie vote the Chief
Executive Officer has a casting vote. If there is insufficient agreement on a proposed resolution during the
meeting, the chairman of the meeting may defer the proposal for further discussion or withdraw the proposal.
Meeting minutes
The Company Secretary or any other person designated as the meeting secretary prepares the meeting
minutes. The minutes are adopted:
• by a resolution adopted at the next Board meeting; or
• by the chairman and secretary of the particular meeting, after having consulted the Directors present
or represented at that meeting.
Adopting resolutions without holding a meeting
The Board may also adopt resolutions without holding a meeting, provided that such resolutions are adopted in
writing or in a reproducible manner by electronic means of communication, and all Directors entitled to vote
consented to adopting such resolutions without holding a meeting.
Director's Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 44
Role of the Board of Directors
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.
Pursuant to Art. 7.5.1 of the Articles of Association the Board is authorised to represent the Company.
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,
available on the Company's website.
Without limiting the scope of the Board’s role, the ongoing items to be considered and decided upon by the full
Board include:
• reviewing and approving (any material amendment to) the business plan;
• reviewing and approving (any material amendment to) the Budget;
• ensuring the Cementir Group’s compliance with applicable laws and regulations;
• proposing the Dutch statutory management report and financial statements for adoption by the
General Meeting;
• approving decisions as required under Dutch law; and
• discussing and approving the strategies for the shaping of the portfolio and direction of the Cementir
Group, including the strategy for realising long-term sustainable value creation.
At least once a year, the full Board shall discuss:
• the functioning of the Board of Directors, the Chief Executive Director, the Senior Non-Executive
Director and the other directors; and
• the corporate strategy of the Cementir Group, the risks of the business and the assessment by the
Board of the structure and operation of the internal risk management and control systems.
The Board of Directors also resolves:
• on the proposed suspension of any director and the suspension of the Executive Directors, without
the presence of the director concerned;
• on the creation or discontinuation of any material business activities;
• on the payment of dividends or other distributions to shareholders (other than a member of the
Cementir Group) or the repurchase or redemption of securities or indebtedness of any member of the
Cementir Group (other than that held by a member of the Cementir Group);
• on the change of the Company's auditors;
• as the case may be, to liquidate, initiate any bankruptcy, dissolution or winding up proceedings,
moratorium or suspension of payments (or any similar proceedings in the relevant jurisdiction) in
respect of the Company or any significant Cementir Group company, unless Directors are required to
do so by applicable law;
• recommending a public offer for shares in the Company.
The table below shows the Personal Information of each Director of Cementir Holding during 2025 pursuant
to provision 2.1.2 of the Code. The “Other Positions” pursuant to Best Practice provision 2.4.2 of the Code can
be found in the Curriculum Vitae of each Director, available on the Company’s website Board of Directors |
Cementir Holding N.V.
Director's Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 45
Table A - Personal Information *
Name, date of birth, gender,
nationality
Position
First
appointment
Date of current
appointment or
reappointment
End of current
term
Francesco Caltagirone
29/10/1968, M,
Italian
Executive Director
(
Chief Executive Officer and
Chairman
)
27 June 1995
20 April 2023
AGM 2026
Alessandro Caltagirone
27/12/1969, M, Italian
Non-Executive Director
(
Vice-chairman)
10 May 2006 20 April 2023 AGM 2026
Azzurra Caltagirone
10/03/1973, F, Italian
Non-Executive Director
(
Vice-chairman)
10 May 2006
20 April 2023
AGM 2026
Saverio Caltagirone
03/03/1971, M, Italian
Non-Executive Director
22 May 2003
20 April 2023
AGM 2026
Fabio Corsico
20/10/1973, M, Italian
Non-Executive Director 15 January
2008
20 April 2023 AGM 2026
Adriana Lamberto Floristan
11/09/1973,
F, Spanish
Senior Non-Executive
Director
21 April 2021
20 April 2023
AGM 2026
Benedetta Navarra
24/03/1967, F, Italian
Non-Executive Director
20 April 2023
20 April 2023
AGM 2026
Annalisa Pescatori
20/07/1964, F, Italian
Non-Executive Director
20 April 2023
20 April 2023
AGM 2026
* The official gender is reported in the absence of notification of a different gender identity.
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.
There are no representatives of employees or other workers on the Board of Directors of the Company.
The following table summarises general information on the number and percentage of executive, non-
executive, independent members, employee representatives and their respective gender.
Table A-bis - General information on the composition of the Board of Directors
Category
No.
%
BoD
No. Women
% Women
No. Men
% Men
Executive Director(s)
1
12.5%
0
0%
1
100%
Non-Executive
Director(s)
7
87.5%
4
57%
3
43%
Total BoD
8
100%
4
50%
4
50%
Independent directors 3 37.5% 3 100% 0 0%
Workers' representatives
0
N/A
N/A
N/A
N/A
N/A
During 2025, 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 2024 and for the year
ended 31 December 2024;
Director's Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 46
- examined and approved the 2025 budget and the update of the 2025-2027 Business Plan. In this context, in
particular, the Board examined and discussed the strategic vision underlying the 2025-2027 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 2024, preceded by the
approval of the impairment test and also approved the Corporate Governance Report pursuant to the Code
and the Remuneration Report pursuant to the Code and Articles 2:135(a) and following of the Dutch Civil
Code, convening the annual General Meeting;
- 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 2026;
- 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 2024 and also defined the diversity and inclusion targets for the Board and
for senior management for 2025;
- approved the policy for the regulation of lobbying activities and contributions to political parties and updated
the procedure for the management and dissemination of inside information, the Internal Dealing Code and
the Organisation, Management and Control Model pursuant to Legislative Decree 231/2001.
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, in particular with regard to issues of general interest and specific
events that had occurred in the period between Board meetings, linking them into a single, coherent context
and providing an additional stimulus for discussion.
The table below shows the attendance of each Director to the board meetings and also the attendance of the
members to the Audit Committee and Remuneration and Nomination Committee and Sustainability Committee
meetings.
Table B - Attendance
Director
Board of
Directors
Audit Committee
Remuneration and
Nomination Committee
Sustainability
Committee
Francesco Caltagirone
5/5 N/A N/A
2/3
Alessandro Caltagirone
2/5
N/A N/A
N/A
Azzurra Caltagirone
4/5
N/A N/A
N/A
Saverio Caltagirone
5/5
N/A N/A
N/A
Fabio Corsico
2/5
N/A N/A
N/A
Adriana Lamberto
Floristan
5/5
4/4 3/3
2/2
Annalisa Pescatori
5/5
4/4 3/3
2/2
Benedetta Navarra
5/5
4/4 3/3
2/2
Director's Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 47
Education, training and induction activities for the Board of Directors
The Company shall ensure that it carries out continuous training activities, in accordance with Best Practice
provision 2.4.5 of the Code, also taking into account the results of the annual assessment provided for by Best
Practice provision 2.2.8 of the Code.
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. The insider information course has been in place since
as early as 2019. The list of courses is designed to be continuously updated and expanded. 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, showing
strategies to achieve them with the intention of taking urgent action in this area. A course relating to tax offences
was also added.
In 2024, Cementir Holding organised a visit to one of the Group's main plants, in Aalborg, Denmark, for the board
members, as also requested as part of the board's annual self-assessment process. Such an initiative had
already been implemented in 2019, then suspended from 2020 due to the pandemic.
During the 2025 financial year, in-depth induction programmes were prepared for directors, this year focusing on
topics related to Sustainability, the Corporate Sustainability Reporting Directive (“CSRD”), cybersecurity and the
sustainable transition of the Group's products and solutions, also in response to requests raised during the self-
assessment.
Succession plan
Pursuant to Best Practice Provision 2.2.4 of the Code, the Company adopted the succession procedure
(hereinafter the “Succession Plan”) regulating the process to be followed in the event of the appointment of a
member of the Board of Directors by resolution of the Board on 27 July 2022, subject to the favourable opinion
of the Remuneration and Nomination Committee. In particular, the Procedure describes the timing, actors and
actions to be taken for the appointment both when the term set by the General Meeting of the Company for
the office of director of the Company is approaching expiry, and in the event of the early termination of
Executive or Non-Executive Directors for any reason with respect to the term of office. The chairmanship and
temporary management pending the final appointment of the replacement by the General Meeting are also
described.
EXECUTIVE DIRECTOR AND CHIEF EXECUTIVE OFFICER
The Executive Director is responsible for the ordinary and extraordinary management of the Company with the
widest powers to the maximum extent permitted by the applicable law, developing and setting the Company’s
objectives and strategy, overseeing the associated risk profile and addressing corporate social responsibility
issues that are relevant to the Company.
The Executive Director also discusses the effectiveness of the design and operation of the internal risk
management and control systems with the Audit Committee and renders account of this to the Board.
Only one Executive Director has been appointed and he is also automatically Chief Executive Officer and
Chairman pursuant to Art. 2.3.4 of the Company’s Board Rules and Art. 7.1.2 of the Articles of Association,
without prejudice to the role of the Senior Non-Executive Director under Dutch law.
Director's Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 48
The Chief Executive Officer is primarily responsible for the day-to-day management of the Company with each
and every power of ordinary and extraordinary administration of the Company, to the maximum extent
permitted by the applicable law, including, without limitation, the following tasks and responsibilities:
• the operational management of the Company;
• the profit responsibility of the Company and the Cementir Group’s enterprises;
• setting performance targets for the Cementir Group;
• managing the business performance of the Cementir Group;
• examining, analysing and proposing to the Board strategic business opportunities that can contribute
to the further growth of the Cementir Group;
• compliance with all relevant laws and regulations, the Articles of Association and good corporate
governance practice;
• executing the decisions of the Board;
• determining the objectives to be achieved by the Board; and
• communicating with all relevant stakeholders of the Company, the media and the public; and
• preparing the Company’s annual accounts as referred to in Art. 2: 361 BW.
Pursuant to Art. 7.5.1 of the Articles of Association and Art. 2.4.3 of the Board Regulations, the Chief Executive
Officer is authorised to represent the Company.
The Executive Directors can be appointed for a maximum term of three years and can thereafter be
reappointed, with due observance of the Articles of Association.
In accordance with Art. 7.2.8 of the Articles of Association and Art. 2.6 of the Board Rules, if the seat of the
Executive Director is vacant or he is unable to act, the Non-Executive Directors will temporarily be entrusted
with the executive management of the Company, unless the Board provides for a temporary replacement.
SENIOR NON-EXECUTIVE DIRECTOR AND VICE CHAIRMAN
The Senior Non-Executive Director is primarily responsible for ensuring that:
• there is sufficient time for deliberation and decision-making by the Board;
• the Directors receive all information that is necessary for the proper performance of their duties in a
timely fashion;
• the Board and its committees function properly;
• the Board designates one of the Non-Executive Directors as Vice-Chairman;
• the performance of the Directors is assessed at least annually:
• the Directors follow their integration, education or training programme;
• the Board performs activities in respect of culture;
• signs from the Business are recognised and any actual or suspected material misconduct and
irregularities are reported to the Board without delay; and
• effective communication with shareholders is assured.
Anyone who previously held the office of Executive Director cannot hold the position of Senior Non-Executive
Director.
The Senior Non-Executive Director must be independent pursuant to Best Practice provision 2.1.8 of the Code
and cannot be chairman of the Audit Committee or the Remuneration and Nomination Committee.
The Board of Directors of 27 April 2023, following the appointment of the Board of Directors with the General
Meeting resolution of 20 April 2023, appointed the Non-Executive Director Adriana Lamberto Floristan as
Senior Non-Executive Director with the role of chairing the Board of Directors pursuant to Dutch law (Article
2:129a of the Dutch Civil Code), in compliance with Best Practice provision 2.1.9 of the Code and in compliance
with the Articles of Association and Art. 2.3.7 of the Board Rules.
Director's Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 49
The Board may appoint one or more Vice-Chairmen and determine their term of office. The Vice-Chairman
deputises for the Senior Non-Executive Director in the event that the position of Senior Non-Executive Director
is vacant or if the Senior Non-Executive Director is unable to act.
The Vice-Chairman shall act as point of contact for Directors concerning the functioning of the Senior Non-
Executive Director.
NON-EXECUTIVE DIRECTORS
The Non-Executive Directors supervise the Executive Director’s policy and performance of duties, the
Company’s general affairs and its business and provide advice to the Executive Director.
Non-Executive Directors supervise at least the following key elements:
• developing a general strategy, including the formulation of the strategy for realising long-term
sustainable value creation, and taking into account risks connected to the Cementir Group’s business
activities;
• ensuring compliance with all relevant laws and regulations, the Articles of Association and good
corporate governance practice;
• integrity and quality of financial and sustainability reporting, ensuring the adequacy of financial controls
and risk management systems; and
• reviewing the performance of the Board as a whole, each Director individually, and the committees of
the Board.
A Non-Executive Director can be appointed for a maximum term of three years and can thereafter be
reappointed, with due observance of the Articles of Association. In accordance with Art. 7.2.9 of the Articles of
Association, if the seat of a Non-Executive Director is vacant or upon the inability of a Non-Executive Director
to act, the remaining Non-Executive Director or Non-Executive Directors shall temporarily be entrusted with
the performance of the duties and the exercise of the authorities of that Non-Executive Director; the Council
may, however, provide for a temporary replacement. If the seats of all Non-Executive Directors are vacant or
upon inability of all Non-Executive Directors or the sole Non-Executive Director to act, as the case may be, the
General Meeting shall be authorised to temporarily entrust the performance of the duties and the exercise of
the authorities of Non-Executive Directors to one or more other individuals. The Board may entrust one or
more Non-Executive Directors to execute a resolution made by the Board with all necessary powers, including
the right to sub-delegate, without prejudice to their duties and responsibilities.
The Non-Executive Directors have scheduled the annual meeting recommended by the provisions of best
practice of the Code prior to the Board meeting of 11 March 2025. The contents of the supervisory activity
carried out continuously during the financial year, especially during the meetings of the Board of Directors and,
for its members, of the Board Committees, were examined and approved and subsequently reported in the
annual report drawn up pursuant to Best Practice provision 5.1.5 of the Code. The independent directors met
in the absence of the other directors on 5 November 2025 for further sharing of common issues.
DIVERSITY POLICY
The Company’s Board of Directors approved the Diversity Policy on 13 November 2019, following the transfer
of the Company’s registered office to the Netherlands. At the same time, the Profile of the Board was approved
pursuant to and for the purposes of the provisions of Section 2.1.1 of the Code. Both have been the subject of
subsequent updates.
The Diversity Policy and the Board Profile are both available on the Company's website pursuant to Best
Practice provision 2.1.5 of the Code.
Director's Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 50
For more information, please refer to the paragraph ‘Sustainability Statement’.
CONFLICT OF INTEREST
Any conflict of interest between the Company and Directors must be prevented. The Board is responsible for
dealing with any conflicts of interest that Directors or majority shareholders may have in relation to the Company.
Directors must be alert to conflicts of interest and may not:
• compete with the Company;
• demand or accept substantial gifts from the Company for themselves or their spouse, recognised
partner or other life companion, foster child or relative by blood or marriage up to the second degree;
• provide unjustified advantages to third parties at the Company’s expense; or
• take advantage of business opportunities that the Company is entitled to, for themselves or for their
spouse, recognised partner or other life companion, foster child or relative by blood or marriage up to
the second degree.
A Director other than the Senior Non-Executive Director or Vice-Chairman must, without delay, report any conflict
of interest or potential conflict of interest to the Senior Non-Executive Director, or in the Senior Non-Executive
Director’s absence, the Vice-Chairman. The Senior Non-Executive Director must, without delay, report any conflict
of interest or potential conflict of interest to the Vice-Chairman or, in the Vice-Chairman’s absence, to the other
Directors. The Vice-Chairman must, without delay, report any conflict of interest or potential conflict of interest to
the Senior Non-Executive Director or, in the Senior Non-Executive Director’s absence, to the other Directors. The
Director must provide all relevant information, including any relevant information concerning his or her spouse,
registered partner or other life companion, foster child and relatives by blood or marriage up to the second degree.
The Board decides whether a Director has a conflict of interest, without the Director concerned being present.
A Director may not participate in the Board’s or a committee’s deliberations and decision-making process on a
subject where the Director is found to have a conflict of interest. This rule doesn’t apply when the entire Board is
unable to adopt a resolution as a result of all Directors being unable to participate in the deliberations and decision-
making process due to a conflict of interest.
During 2025 no transactions in conflict of interest with Directors and/or majority shareholders were reported or
carried out.
BOARD COMMITTEES
Audit Committee
By resolution of 27 April 2023, the Board of Directors, elected by the Shareholders' Meeting of 20 April 2023,
appointed the Audit Committee. The duties and responsibilities of the Audit Committee are defined in the
relevant regulations (published on the Company's website) approved by the Board of Directors pursuant to Art.
7.1.4 of the Articles of Association and updated on 27 April 2023.
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.
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:
Director's Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 51
• 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 Business and its
subsidiaries; and
- any failings in the follow-up of recommendations made by the internal audit function.
• the Company’s funding;
• the Company’s tax policy.
In addition, the Audit Committee carries out the following duties:
• formulate proposals for the appointment of the senior internal auditor;
• annually forming a position on how the internal audit function fulfils its responsibility. The Board
discusses the effectiveness of the design and operation of the internal risk management and control
systems referred to in Best Practice provisions 1.2.1 through 1.2.3 of the Code with the Audit
Committee;
• if the Company does not have an internal audit department, recommending annually to the Board
whether adequate alternative measures have been taken. The Board includes the conclusions, along
with any resulting recommendations and alternative measures, in the Board’s report;
• reporting annually to the Board on the functioning of, and the developments in, the relationship with
the external auditor. The Audit Committee advises the Board regarding the external auditor’s
nomination for appointment/reappointment or dismissal and prepares the selection of the external
auditor. The Audit Committee gives due consideration to the Board’s observations during this process.
Based on this, among other things, the Board determines its nomination for the appointment of the
external auditor to the General Meeting;
• submitting a proposal to the Board for the external auditor’s engagement to audit the financial
statements. The Board plays a facilitating role in this process. In formulating the terms of engagement,
attention is paid to the scope of the audit, the materiality to be used and the remuneration for the audit.
The Board takes the decision on the engagement. If a new external auditor is to be engaged by the
Company the Audit Committee motivates the proposal. The proposal states at least two options for a
possible external auditor to be engaged by the Company and explains the Audit Committee’s preferred
option. The proposal furthermore states that the decision-making of the Audit Committee in this regard
is not influenced by any third party or by any agreement;
• annually discussing the draft audit plan with the external auditor, including:
- the scope and materiality of the audit plan and the principal risks of the annual reporting identified
by the external auditor in the audit plan; and
- based also on the documents used to develop the audit plan, the findings and outcome of the audit
work carried out on the financial statements and the management letter;
• determining whether and, if so, how the external auditor is involved in the content and publication of
financial reports other than the financial statements; and
Director's Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 52
• meeting with the external auditor as often as it considers necessary, but at least once a year, without
Executive Directors being present.
The Audit Committee also carries out the following duties:
• monitoring the financial reporting process and drawing up proposals to safeguard the integrity of this
process;
• monitoring the effectiveness of the internal control systems, the internal audit function and risk
management systems with regard to the Company’s financial reporting;
• monitoring the statutory audit of the annual accounts and the consolidated annual accounts;
• assessing and monitoring the independence of the external auditor or the audit firm, as applicable,
specifically taking into account the extension of ancillary services to the Company; and
• determining the selection process for the external auditor or the audit firm, as applicable of the
Company and the nomination to extend the assignment to carry out the statutory audit.
The Audit Committee reports on its deliberations and findings to the Board. This report includes information
on how the duties of the Audit Committee were carried out in the financial year, and also reports on the
composition of the Audit Committee, the number of meetings of the Audit Committee and the main items
discussed at those meetings.
This report also includes the following information:
• the methods used to assess the effectiveness of the design and operation of the internal risk
management and control systems referred to in Best Practice provisions 1.2.1 through 1.2.3 of the
Code;
• the methods used to assess the effectiveness of the internal and external audit processes;
• material considerations regarding financial reporting; and
• the way material risks and uncertainties referred to in Best Practice provisions 1.4.2 and 1.4.3 of the
Code have been analysed and discussed, along with a description of the most important findings of the
Audit Committee.
In particular, the Audit Committee reports on the results of the annual statutory audit to the Board. This report
includes information on how the audit has contributed to the integrity of the financial reporting, and also
addresses the role of the Audit Committee in the audit.
During 2025, the Audit Committee met 4 times. The attendance of the members to the Audit Committee
meetings is shown in “Table B - Attendance” in the paragraph “Role of the Board of Directors”.
During these meetings, the Audit Committee examined and discussed, among other things, the financial
statements for 2024, the half-year financial report as well as the quarterly financial results for 2025 of the
Cementir Group; The Audit Committee also examined and discussed the activities carried out by the Internal
Audit function and the Ethics Committee during 2024; examined the activities of the Internal Audit function
relating to the first quarter and half-year of 2025, agreeing on methods and timing for the receipt of periodic or
event-based information, with particular reference to significant events subject to audit, whistleblowing reports
and litigation; The Audit Committee then examined the Audit Plan prepared by the Internal Audit function for
the year 2026, in accordance with principle 1.3.3 of the Code, together with the budget for that function for the
same year; The Audit Committee also reviewed and discussed the external auditor's report on the audit work
performed on the 2024 financial statements, the Audit Plan prepared by the external auditor, as well as
reviewed and discussed the external auditor's non-audit services and related network pursuant to the
“Procedure for the assignment of non-audit services to the external audit company and related network”; gave
a favourable opinion on the board's approval of the policy for the regulation of lobbying and contributions to
political parties, the Audit Manual and the Internal Audit Charter; finally, followed the CSRD preparation and
implementation activities. The Audit Committee then examined and discussed the reports prepared for the
Board of Directors of the Company pursuant to Best Practice provision 1.5.3 of the Code, as well as the annual
Director's Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 53
assessment carried out by the members of the Audit Committee pursuant to Best Practice provision 2.2.6 of
the Code.
The Audit Committee periodically reported to the Board of Directors on the activities carried out.
The Audit Committee examined the financial documentation with the Group Chief Financial Officer, who
attended the Committee meetings. The Audit Committee met the external auditor at all four meetings held
during the year, at which, in the presence of the Group Chief Financial Officer, it examined, among other things,
the annual report, the report of the external auditor concerning the audit work carried out on the 2024 financial
statements and also discussed the audit plan prepared by the same external auditor.
The Audit Committee received updates on legal matters by the Group General Counsel of the Company
attending all the meetings. Internal Audit activity was reviewed on a regular basis with the Group Chief Internal
Audit Officer also attending all the meetings and discussing with the Committee the main findings and
remediating actions.
Remuneration and Nomination Committee
By means of the resolution adopted on 27 April 2023, the newly elected Board of Directors combined the roles
of the remuneration committee and the selection and appointment committee in one committee, by appointing
the Remuneration and Nomination Committee.
The duties and the responsibilities of the Remuneration and Nomination Committee are set out in the related
charter (published on the Company website) adopted by the Board of Director pursuant to Art. 7.1.4 of the
Articles of Association on 27 April 2023.
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.
The Remuneration and Nomination Committee prepares the Board’s decision-making (including, if applicable,
proposals of the Board for the General Meeting) regarding the determination of the remuneration of individual
Directors, including severance payments.
The Remuneration and Nomination Committee submits a proposal to the Board (including, if applicable,
proposals of the Board for the General Meeting) concerning the remuneration of each Director. The proposal
is drawn up according to the remuneration policy that has been established and, in any event, covers:
• the objectives of the strategy for the implementation of long-term sustainable value creation within
the meaning of Best Practice provision 1.1.1 of the Code;
• the scenario analyses carried out in advance;
• the pay ratios within the Company and the Business;
• the development of the market price of the shares;
• an appropriate ratio between the variable and fixed remuneration components. The variable
remuneration component is linked to measurable performance criteria determined in advance, which
are predominantly long-term in character;
• if shares are being awarded, the terms and conditions governing this. Shares should be held for at
least five years after they are awarded; and
• if share options are being awarded, the terms and conditions governing this and the terms and
conditions for exercising the share options. Share options may not be exercised during the first three
years after they have been awarded.
Director's Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 54
The Remuneration and Nomination Committee also prepares the Board’s decision-making (including, if
applicable, proposals of the Board for the General Meeting) regarding:
• the drawing up of selection criteria and appointment procedures for Executive Directors and Non-
Executive Directors;
• the periodical assessment of the size and composition of the Board, and the making of proposal for
a composition profile of the Board;
• the periodical assessment of the performance of individual Executive Directors and Non-Executive
Directors and reporting this to the Board;
• the drawing up of a plan for the succession of Executive Directors and Non-Executive Directors;
• the proposal for appointment and reappointment of Executive Directors and Non-Executive Directors;
• the supervision of the policy of the Board regarding the selection criteria and appointment procedures
for senior management; and
• the development of the Company's diversity and inclusion policy for the composition of the Board and
for certain categories of senior management determined by the Board.
The Remuneration and Nomination Committee reports on its deliberations and findings to the Board. This
report includes information on how the duties of the Remuneration and Nomination Committee were carried
out in the financial year, and also reports on the composition of the Remuneration and Nomination Committee,
the number of meetings of the Remuneration and Nomination Committee and the main items discussed at
those meetings.
The Remuneration and Nomination Committee describes, in a transparent manner, in addition to the matters
required by law:
• how the remuneration policy has been implemented in the past financial year;
• how the implementation of the remuneration policy contributes to long-term sustainable value creation;
• how scenario analyses were taken into account;
• the pay ratios within the Company and the business segment and any changes in these ratios
compared to at least five previous financial years;
• in the event that a Director receives variable remuneration, how this remuneration contributes to long-
term sustainable value creation, the measurable performance criteria determined in advance and on
which the variable remuneration depends, and the relationship between the remuneration and
performance; and
• in the event that a current or former Director receives a severance payment, the reason for this
payment.
The main elements of the agreement of an Executive Director with the Company are to be published on the
Company’s website in a transparent overview after the agreement has been concluded, and in any event no
later than the date of the notice calling the General Meeting where the appointment of the Executive Director
will be proposed.
During 2025, the Remuneration and Nomination Committee met 3 times. The percentage of the attendance of
the members to the Remuneration and Nomination Committee meetings are shown in “Table B - Attendance”
in paragraph “Role of the Board of Directors”.
During these meetings, the Remuneration and Nomination Committee examined and discussed, among other
things, the Remuneration Policy and the report on remuneration drawn up in accordance with Art. 2:135a of
the Dutch Civil Code and Best Practice provision 3.1 and following of the Code, the report concerning the
activity carried out by the Committee in 2024, drawn up in accordance with Best Practice provision 2.3.5 of the
Code and presented to the Company's Board of Directors; discussed the annual assessment carried out by
the members of the Committee pursuant to Best Practice provision 2.2.6 of the Code; discussed and verified
the independence requirements in the context of the review of the requirements for membership in the
Euronext Star Milan segment; verified the achievement of the gender diversity targets set for 2024 and
Director's Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 55
approved the proposed D&I targets for 2025, determined in accordance with current legislation, to be submitted
to the Board of Directors for approval; also examined and discussed the state of implementation of the LTI
plans with particular reference to the payment of the fees provided for on the basis of the 2024-2026 LTI Plan
as well as the allocation criteria and the setting of the objectives relating to the 2025-2027 LTI Plan; also
examined the assigned ESG objectives included in the STI Plan; finally, received the periodic update on the
Succession Plan for the Company's personnel.
The meetings were always attended by the Group General Counsel and the Group Chief Human Resources
Officer was also invited for all matters of relevance.
Further details of the activities of the Remuneration and Nomination Committee are included in the
Remuneration Report section included elsewhere in this report.
Sustainability Committee and Sustainability Governance System
Everyone, from the top of the chain of command to employees in plants around the world, is involved in
implementing good sustainability practices. Various actors within the Group, mainly those included in the
diagram, contribute to a disciplined approach to sustainability management.
In the context of the Company's and the Group's ever-increasing commitment to sustainability and compliance
with demanding and challenging objectives, for the first time, on 28 July 2021 and, most recently, with a
resolution of 27 April 2023, following the renewal of the entire Board by the Shareholders' Meeting of 20 April
2023, the Board of Directors established the Sustainability Committee in its current composition. The
Board of Directors - Cementir Holding N.V.
Sustainability Committee
-SC-
SC
Advising the Board on ESG
strategy, objectives and area of
interest.
Regular reports to the Board.
Sustainability Committee of
Aalborg Portland Holding
It supports the SC and coordinates
sustainability throughout the Group.
Reporting at group level.
KPI monitoring.
Group Management Team
-GMT-
Implements the Group Industrial
Plan
Sustainability Working Group
– SWG-
Operating arm of the SC.
It monitors the implementation of
the recommendations provided by
the SC to the GMT.
Ensures that all activities
undertaken by the Region/BU are
consistent with the Group's
overall climate change strategy.
Regional Management
Implementation of the regional
sustainability strategy.
Implementation of the business plan.
Monitoring of KPIs at regional level
Business Units (BU)
Implementation of the BU
sustainability strategy.
Implementation of the business plan.
KPI monitoring and regular reporting
to Regional Management
Director's Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 56
Sustainability Committee reinforces the Group's Sustainability Governance by integrating a Parent Company-
level committee into the existing Sustainability Committee established in 2019 within Aalborg Portland Holding
A/S (hereafter “APH Sustainability Committee”) shown in the chart above. 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 for Cementir Holding and the Group. It also supports the Company
Board in promoting a healthy, safe and secure environment for stakeholders, sustainable development and
social responsibility. The Group Sustainability Committee reviews, evaluates and makes recommendations to
the Cementir Holding Board and other Group bodies such as the Remuneration Committee on sustainability
objectives to incentivise management at Group, regional and BU level. It acts as delegated by the Board of
Cementir Holding on global and local sustainability matters, including the definition, monitoring, evaluation and
reporting of policies and practices, management standards, strategy, performance and governance. In
addition, it regularly interfaces with the APH Sustainability Committee, the Sustainability Working Group
(hereinafter “SWG”) and the Group Management Team (hereinafter “GMT”) and submits regular reports to the
Board of Directors.
The duties and the responsibilities of the Sustainability Committee are set out in the related charter (published
on the Company website) adopted by the Board of Director on 28 July 2021 pursuant to and for the purposes
of the provisions of Art. 3.3 of the Board Rules (‘Ad hoc committees’).
The Sustainability Committee is currently made up of: 1. Francesco Caltagirone (Chairman), 2. Benedetta
Navarra, 3. Annalisa Pescatori, 4. Adriana Lamberto Floristan.
According to the Sustainability Committee Charter, the majority of its members is represented by non-executive
and independent directors.
The Sustainability Committee prepares the decision-making process of the Board of Directors in formulating
and implementing a strategy in line with a view on long-term value creation for Cementir Holding NV and its
subsidiaries, regarding the development and promotion of a healthy, safe and secure environment for the
Company's stakeholders, as well as sustainable development and social responsibility, and prepares any
related decision-making at Board level.
The main task of the Sustainability Committee is to develop the Group's sustainability strategy.
Specifically:
• assists and advises the Board on its supervision of the Group's policies, programmes and related
risks concerning sustainability matters (including, but not limited to) sustainability matters related to
public issues relevant to the Group and its stakeholders that may affect the Group's business,
strategy, operations, performance or reputation;
• receives regular reporting from any subsidiaries’ Sustainability Committees and the Sustainability
Working Group, respectively, to collect any required information and to provide the Board with the
required insights and advise;
• provides regular reporting to the Board;
• acts under any authority delegated by the Board relating to global and local sustainability matters,
including with respect to setting out, monitoring, evaluating and reporting on policies and practices,
management standards, strategy, performance and governance;
• reviews and approves goals and guidelines for environmental, social and governance compliance,
aligned with the Group's commitments and legal requirements;
• reviews, discusses and proposes the Group's sustainability initiatives and engagement;
• assists in the Board supervision of risks relating to sustainability matters overseen by the
Sustainability Committee;
• review, assesses and makes recommendations:
₋ to the Board as to the Group's non-financial reporting and annual Sustainability Report;
Director's Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 57
₋ to the Board and to other Group bodies such as subsidiaries’ Sustainability Committee and/or
Group Management Team regarding any sustainable development policy, including overall
strategy or specific guidelines, management standards, key performance indicators of the
Group relating to sustainability-related issues with the aim of ensuring that Group's policies and
procedures are in line with best practice;
₋ to the Board and to other Group bodies such as the Nomination and Remuneration Committee
on sustainability-related targets for management incentives at Group, region and BU level;
• recommends to the Board health and safety targets for the Company and the Group;
• supports the development of a health and safety culture in the Company and the Group also through
its management;
• annually provides reports of its actions to the Board and makes recommendations to the Board and
to other Group bodies as it considers appropriate;
• reviews and assesses the adequacy of the Sustainability Charter and recommends to the Board any
improvements to the Charter that the Sustainability Committee considers necessary or appropriate;
• undertakes such other responsibilities or tasks within sustainability matters as the Board may
delegate or assign from time to time to the Sustainability Committee.
The Sustainability Committee, according to the respective Regulations, meets at least twice a year; during
2025, the Sustainability Committee met twice.
The percentage of the attendance of the members to the Sustainability Committee meetings are shown in
“Table B - Attendance” in paragraph “Role of the Board of Directors”.
During these meetings, the Sustainability Committee examined and discussed, among other things, the
Cementir Group's 2024 Sustainability Report, and resolved to propose it to the Board for approval with a
favourable opinion; examined and approved the report on the activities carried out by the Committee during
2024, submitted to the Board of Directors of the Company; received updates on the ongoing Carbon Capture
and Storage projects, the validation of short- and long-term CO2 reduction targets by Science Based Targets
(SBTi), the Carbon Border Adjustment Mechanism (CBAM), water management targets, and the Sustainability
Monitoring-Reporting-Verification (MRV) system under evaluation in Türkiye; finally, it monitored the
preparation and implementation of the CSRD and approved the double materiality matrix. All meetings were
attended by the Group General Counsel, also acting as secretary of the committee, as well as the Group Chief
Internal Audit Officer and the Group Chief Operating Officer, with the additional participation of the Group Chief
Financial Officer for CSRD matters.
The APH Sustainability Committee is currently chaired by the President of Aalborg Portland Holding A/S
(hereinafter “APH”) and defines the Group's guidelines and commitment to sustainability. The APH
Sustainability Committee meets at least quarterly, taking over all responsibilities or tasks related to
sustainability issues, with the main task of developing a Group Sustainability Strategy. The purpose of the APH
Sustainability Committee is to provide regular reports to the APH Board and to assist and advise the APH
Board in overseeing the Group's policies and programmes and related risks, in whatever way they relate to
sustainability issues. It acts under the authority delegated by the APH Board in relation to the definition,
monitoring, evaluation and reporting of policies and practices, management standards, strategy, performance
and governance, in relation to global and local sustainability issues, involving the Group, and interfaces
regularly with the Sustainability Department, the SWG and the GMT to gather all necessary information and
provide insights and advice as required.
In 2020, the Sustainability Working Group (SWG) was established. The SWG is now the operational arm of
the Group Sustainability Committee. On a monthly basis, the SWG monitors the implementation of the
recommendations provided by the Group Sustainability Committee to the GMT. It must also ensure that all
activities undertaken by each Region and business unit are consistent with the Group's overall climate change
strategy. Each region and business unit must report and agree with the SWG on any activities undertaken
locally with business associations, policy makers or local communities. The GMT, consisting of Group COO,
Director's Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 58
CFO, Sales Officer, Procurement Officer, Technical Coordinator Officer, Information Technology Officer and
Head of Regions, supports the Group CEO's decisions on relevant issues, sets operational guidelines and
plays a key role in ensuring that sustainability efforts are aligned with business and economic objectives. Group
management is primarily responsible for internal controls and risk management activities; it is supported by
the second-level control functions in defining appropriate risk management and control systems according to
their respective levels of responsibility (e.g. EHS, anti-corruption, antitrust and privacy). Responsibility for the
Group's strategy remains with the Parent Company Board, which sets the overall strategy, and approves the
performance objectives and targets for the Group as well as the Group's annual non-financial information. The
Parent Company Board defines, implements and maintains the guidelines of the risk management and control
system, so that the main risks associated with the strategy and activities of the entire Group, strategic,
operational, compliance and reporting risks, are correctly identified and adequately measured, managed and
monitored, and also determines the level of compatibility of these risks with the Company's management in a
manner consistent with its strategic objectives, establishing risk appetite and mitigation measures.
Furthermore, the Parent Company's Board, with the support of the Audit Committee, reviews and evaluates
the adequacy of the Internal Control and Risk Management System at least once a year, including in the
assessment aspects concerning climate and other environmental and social considerations, taking into
account the characteristics of the Company and its risk profile, as well as its effectiveness. Attention should
be paid, in particular, to any weaknesses, instances of misconduct and irregularities, whistleblowers, lessons
learned and findings of the internal audit functions and external auditors. Since 2012, the Cementir Group has
approved a Corporate Social Responsibility Policy that sets out the values that the Group must apply in terms
of social and environmental responsibility; it also decided to voluntarily share its sustainable development
policy by publishing an Environmental Sustainability Report well before it was required by law. Industrial
decisions concerning major industrial investments, acquisitions and/or disposals, including climate and other
environmental and social considerations, are subject to approval by internal bodies (GMT and Group
Investment Committee
33
) and then to approval by the Board, in accordance with relevant Group policies.
Composition of sustainability bodies
Group Sustainability Committee
(within the Board of Cementir
Holding)
APH Sustainability Committee
(within Aalborg Portland Holding A/S)
Sustainability Working Group (SWG)
Group Chairman and CEO
Group Chairman and CEO
Group Chief Operating Officer
Independent Non-Executive
Director
Chairman of Aalborg Portland Holding
A/S
Group Chief Internal Audit Officer
Independent Non-Executive
Director
Chairman of Compagnie des Ciments
Belges SA
Group Chief Technical Coordination Officer
Independent Non-Executive
Director
Group Chief Operating Officer
Group Chief Sales & Marketing Officer
Group Investor Relations Officer
Group Sustainability and R&D Director
Group General Counsel
Head of Nordic & Baltic Region
Group Chief Internal Audit Officer
Chief Executive Officer Belgium
Group Chief Technical Coordination
Officer
Head of Nordic & Baltic Region
Chief Executive Officer Belgium
33
The Group Investment Committee is responsible for the authorisation and monitoring of the Group Investment Plan. The Committee
consists of the Group CEO, the Group COO, the CFO, the Information Technology Officer, the Head of Regions and the Investment
Director
Director's Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 59
REMUNERATION OF THE BOARD OF DIRECTORS
Details of the remuneration of the Board of Directors and its committees are set forth within the section
“Remuneration Report”.
GENERAL MEETING
The annual General Meeting shall be held each year no later than six months after the end of the financial
year of the Company. The purpose of the annual General Meeting is to discuss, inter alia, the annual report,
the adoption of the annual accounts, allocation of profits (including the proposal to distribute dividends), release
of members of the Board of Directors from liability for their management and supervision, and other proposals
brought up for discussion by the Board of Directors.
Convening of the General Meetings
General Meetings are convened by the Board.
Shareholders solely or jointly representing at least ten percent (10%) of the issued share capital may request
the Board in writing, setting out in detail the matters to be discussed, to convene a Cementir Holding General
Meeting. If the Board of Directors fails to call a meeting, then such shareholders may, at their request, be
authorised by the preliminary relief judge of the district court to convene a General Meeting of Cementir
Holding.
Cementir Holding General Meetings shall be held in Amsterdam or Haarlemmermeer (Schiphol Airport), the
Netherlands, and shall be called by the Board of Directors in such manner as is required to comply with the
law and the applicable stock exchange regulations, not later than on the forty-second day prior to the day of
the meeting. The notice convening a General Meeting is issued in accordance with Dutch law and by a public
announcement in electronic form which can be directly and continuously accessed until the General Meeting.
An item requested in writing by one or more shareholders solely or jointly representing at least three percent
(3%) of the issued share capital, must be included in the notice of the General Meeting or announced in the
same manner, if the Company has received the request, including the reasons, no later than on the day
prescribed by law. The Board has the right not to place proposals from persons mentioned above on the
agenda if the Board judges them to be evidently not in the interest of the Company.
The notice shall state the place, date and hour of the meeting and the agenda of the meeting as well as the
other data required by law.
The agenda of the annual Cementir Holding General Meeting shall contain, inter alia, the following items:
• adoption of the annual accounts;
• the remuneration policy and the remuneration report;
• the policy of the Company on additions to reserves and on dividends, if any;
• granting of discharge to the Directors in respect of the performance of their duties in the relevant
financial year;
• the appointment of Directors;
• if applicable, the proposal to pay a dividend;
• if applicable, discussion of any substantial change in the corporate governance structure of the
Company; and
• any matters decided upon by the person(s) convening the meeting and any matters placed on the
agenda with due observance of applicable Dutch law.
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In addition, the approval of the General Meeting is required for resolutions of the Board regarding an important
change in the identity or character of the Company or its associated business enterprise, including in any
event:
• the transfer of the business, or almost all of the business, to a third party;
• concluding or cancelling a long-lasting cooperation of the Company or a subsidiary with another legal
person or company or as a fully liable general partner in a partnership, provided that the cooperation
or cancellation is of material significance to the Company; and
• the acquisition or disposal of a participating interest in the share capital of a company with a value of
at least one third (1/3) of the Company’s assets, according to the consolidate balance sheet with
explanatory notes, always according to the last adopted annual accounts of the Company.
The Board of Directors shall provide the General Meeting all requested information, unless this would be
contrary to an overriding interest of the Company. If the Board of Directors invokes an overriding interest, it
must give reasons.
When convening a General Meeting, the Board of Directors shall determine that, for the purpose of Art. 8.4 of
the Articles of Association, persons with the right to vote or attend meetings shall be considered those persons
who have these rights at the twenty-eighth day prior to the day of the meeting (the “Record Date”) and are
registered as such in a register to be designated by the Board of Directors for such purpose, irrespective of
whether they will have these rights at the date of the meeting. In addition to the Record Date, the notice of the
meeting shall further state how shareholders and other parties with meeting rights may be registered and how
those rights can be exercised.
Each shareholder can be represented by a written proxy, to take part in, address and, to the extent he/she is
entitled, to vote at the General Meeting using electronic means of communication, provided that such person
can be identified via the same electronic means and is able to directly observe the proceedings and, to the
extent he/she is entitled, to vote at the General Meeting. In that case, the proxy must have been received by
the Company no later than on the date determined by the Board in the notice.
Order of discussion and decision-making
The annual General Meeting is chaired by:
• the Chairman; or
• if the Chairman is absent, by the Senior Non-Executive Director; or
• if the Senior Non-Executive Director is absent, by one of the other Non-Executive Directors
designated for that purpose by the Board; or
• if none of the Non-Executive Directors are present at the annual General Meeting, such person
appointed by the General Meeting.
The Chairman of the General Meeting determines the order of discussion in accordance with the agenda and
may limit speaking time or take other measures to ensure that the General Meeting proceeds in an orderly
manner.
All issues relating to the proceedings at or concerning the General Meeting are decided by the chairman of the
General Meeting. Minutes of the business transacted at the General Meeting must be kept by the secretary of
the General Meeting, unless a notarial record of the General Meeting is prepared. Minutes of a General
Meeting are adopted and subsequently signed by the chairman and the secretary of the General Meeting. A
written confirmation signed by the chairman of the General Meeting stating that the General Meeting has
adopted a resolution constitutes valid proof of that resolution towards third parties.
The General Meeting adopts resolutions by a simple majority of votes cast regardless of which part of the
issued share capital such votes represent, unless the law or the Articles of Association provide otherwise.
Director's Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 61
Each share confers the right to cast one vote at the General Meeting. No vote may be cast at the General
Meeting for a share held by the Company or one of its subsidiaries. Holders of a right of usufruct or a right of
pledge on shares belonging to the Company or its subsidiaries are not excluded from voting if the right of
usufruct or the right of pledge was created before the share concerned belonged to the Company or one of its
subsidiaries. The Company or a subsidiary may not cast a vote in respect of a share on which it holds a right
of usufruct or a right of pledge. The chairman of the General Meeting determines the method of voting. The
ruling by the chairman of the General Meeting on the outcome of a vote is decisive. The chairman of the
General Meeting shall decide in event of a tie. All disputes concerning voting for which neither the law nor the
Articles of Association provide a solution are decided by the chairman of the General Meeting.
The minutes of the General Meeting will be available on the Company website no later than three months after
the end of the meeting, after which the shareholders shall have the opportunity to react to the minutes in the
following three months. The minutes shall then be adopted in the manner as described in the Articles of
Association.
CULTURE, LONG-TERM SUSTAINABLE VALUE CREATION AND CODE OF ETHICS
The values of the Cementir Group that contribute to creating a culture aimed at creating long-term sustainable
value, approved by the Board of Directors, are described in the paragraph ‘Purpose, Vision, Mission and Value’
of the Director's Report to which reference is made. The culture of the Cementir Group is based on five key
values: 1) sustainability; 2) dynamism; 3) quality; 4) value of people; 5) diversity and inclusion. These values
translate into a series of virtuous behaviours that foster the professionalism and integrity, availability, respect
and cooperation of people both within the Group and in relation to the external context. The culture of the
Cementir Group is a vision that has been translated into a tangible model of skills and related behaviours to
effectively respond to the expectations of the Cementir Group's stakeholders and, in particular, to the needs
of its customers in compliance with a spirit of common identity: One Group Identity.
Cementir's long-term sustainability strategy has been developed through a bottom-up approach over recent
years. The functions concerned within the local structures, under the coordination of the Group's top
management, have translated individual concepts and notions into a unique and coherent way of thinking,
defining the Group's internal culture and identity, setting precise expectations, objectives and commitments,
along the lines provided for by the regulatory framework. Once consolidated, this core framework was then
formally reviewed, approved and validated by the Sustainability Committee set up within the group at the level
of the Board of the Danish subsidiary and, finally, transferred to the relevant entities for implementation through
structured programmes and specific actions with fixed deadlines. Its assumptions and implications, from the
basic to the most extensive, have been summarised in the Group 2025-2027 Business Plan, approved by the
Board of Directors of CH on 11 February 2025, in the Sustainability Report for the year 2024 reported in the
paragraph “Sustainability Report” in this Annual Financial Report and in the Group consolidated financial
statements for the year 2024, approved by the shareholders' meeting on 28 April 2025.
Also in 2025, the strategy drawn up by the Chief Executive Officer and submitted to the Board in its entirety
for approval in the context of the update of the 2025-2027 Business Plan, was inspired by the aim of long-term
sustainable value creation by the Company and the other companies in the group, with particular reference to
the “sustainability roadmap” detailed in the paragraph “Cementir Roadmap for 2030”. Sustainability is clearly
one of the main objectives that the Group has set itself and which, by its very nature, implies a process to be
carried out in the medium-long term in the interest and for the benefit of the Company, Group, shareholders
and other stakeholders.
In addition, the same purpose underlies the Remuneration Policy, to which reference is made for further details.
The guidelines of the remuneration policy and the allocation of compensation to employees assign challenging
objectives with the main aim of creating sustainable value for shareholders - including minority shareholders -
in the medium to long term. Moreover, the specific situation of the Company, in which the Chief Executive
Director's Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 62
Officer is the representative of the majority, as well as a significant shareholder, naturally aligns the interests
pursued by the Executive Director with those of shareholders and stakeholders, which coincide in the pursuit
of the long-term strategy of value creation.
The Board of Directors is an active promoter of behaviour consistent with the Group's values, not only with the
approval of the 2026-2028 Business Plan, updated on 12 February 2026, which incorporates them, but also
having given the sustainability roadmap the highest priority in recent years.
In particular, Cementir believes that long-term sustainable value is realised by focusing on the interests of a large
group of stakeholders, each with a distinct purpose, to support a long-term business. Please refer to the specific
paragraphs where the initiatives planned and implemented to pursue the Group's sustainability objectives, to be
achieved by 2030, are described in detail, covering the priority areas for Cementir. The objectives are linked to
Cementir's effort to adopt all necessary measures and the most innovative technology to minimise the impact of
the Group’s activity on the environment; create a healthy, safe and inclusive working environment; respecting
human rights and fostering a constructive and transparent relationship with local communities and business
partners. These objectives, set by individual plant and by year, are included in the Business Plan and the short-
term incentive system for employees. Cementir also pursues the creation of long-term sustainable value through
a Long-Term Incentive Plan in place for its top management.
The Cementir Group has decided to adopt a Code of Ethics to conform and conduct its business activities
according to the principles of integrity, honesty and confidentiality and in compliance with the laws and
regulations of the countries in which it operates. The Code of Ethics promotes the correct and efficient use of
resources in the perspective of corporate, social and environment responsibility, to reconcile the search for
competitiveness in the Cementir Group market with respect for rules on competition. The Group, in business
dealings, is inspired by and observes the principles of loyalty, fairness, transparency, efficiency and market
orientation, regardless of the importance of the deal.
The ethical principles contained therein are directly and expressly linked to the vision and values of the Group,
which operates primarily in the production and sale of cement and ready-mixed concrete with a global
presence. The ability to create synergies with other subsidiaries enables Group companies to improve their
economic performance by increasing added value for stakeholders. The ability to propose, model and
implement innovative and complex highly integrated technology solutions, starting from an understanding of
the territory and customer needs, is an integral part of the Group's strategy. Each company in the Group
pioneers technologies and standards to consistently reduce their impact; innovating and transforming every
new plant acquired or built - in any country - to the highest standards for the protection of workers, the
environment and the communities in which the plant is located. In terms of social responsibility, the Group
devotes significant resources to different aspects of the life of the community in which it operates: promoting
studies; working with the government; protecting the historical and monumental heritage; sponsoring culture
and entertainment; taking action to reduce environmental impact.
All actions, transactions and negotiations carried out and, more generally, people’s behaviour in their daily
tasks, are inspired by the highest accuracy, completeness and transparency of information, legitimacy, both in
form and substance, and clarity and accuracy of accounting records in accordance with regulations and internal
procedures. To achieve this goal, the Cementir Group requires its employees to comply with the highest
standards of business conduct in the performance of their duties, as set in the Code of Ethics and the
procedures to which it refers. For these reasons, the Group:
•
- guarantees that employees who report any violations of the Code of Ethics will not be subject to any
form of retaliation;
• - takes fair sanctions commensurate to the type of violation of the Code of Ethics, and guarantees its
application to all the categories of employees, keeping into account laws, contracts and regulations
applicable in the Country in which it operates;
• - periodically checks compliance with the Code of Ethics.
Director's Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 63
The Code of Ethics, updated on 1 June 2020, with the principles and values defined in the Group Policy on
respect for Human Rights, is available on the Company's website pursuant to Best Practice provision 2.5.2
of the Code.
The Cementir Group considers the principles of integrity and competition to be fundamental, especially in view
of the specific risks that characterise the cement and ready-mixed concrete production sector. The Group's
Code of Ethics is the reference document that establishes the conduct that all individuals within the Group and
those who work with it must follow. In addition to the Code of Ethics, specific programmes and procedures
have been adopted within the individual regions to guarantee the mitigation of these risks and the correct
operation of the companies. Periodic training courses are held, which the Group organises to keep the level
of focus on this issue constantly high.
ETHICS COMMITTEE
To monitor the constant compliance with the Code of Ethics by the employees of the Company and its
subsidiaries and the application of the regulations following the transfer of the registered office, on 5 October
2019, the Board of Directors resolved, among other things, to establish an Ethics Committee, formed by the
Group General Counsel and the Group Chief Internal Audit Officer, which also performs the functions of the
Supervisory Board pursuant to Legislative Decree 231/2001.
The Ethics Committee:
• Monitors the dissemination of the Code of Ethics and proposes possible training and awareness-
raising measures.
• Submits to the Board of Directors the status of the implementation process of the Code of Ethics,
illustrating the programmes and initiatives undertaken to achieve the institutional purposes and the
adjustments necessary to ensure its effectiveness and its possible updating, also with respect to
changes in the law.
• Provides support in the interpretation of the Code of Ethics.
• Checks for violations.
• Follows up on any reports of non-compliant behaviour.
• Also receives regular reporting on whistleblowing.
PROCEDURE FOR REPORTING VIOLATIONS
On 13 November 2019, the Board of Directors approved the Breach Reporting Procedure in accordance with
Dutch law and made subsequent updates. The last update took place in September 2025 with the creation of
an additional dedicated reporting channel, technically managed by a third party with a dedicated IT platform,
to further guarantee the confidentiality and protection of the whistleblower. The procedure is available on the
Company website pursuant to Best Practice provision 2.6.1 of the Code.
The Company and the Group recognise its importance as an effective tool for preventing unlawful activities
and enabling people to exercise their freedom of expression as a fundamental human right. Consequently,
employees, collaborators, directors and third parties are able to report - without fear of retaliation or intimidation
- any information concerning potential violations, non-compliant or unlawful conduct and practices in relation
to applicable legislation, including European Union legislation, the Group's Code of Ethics, internal procedures
and the organisational model of the respective companies pursuant to Legislative Decree 231/2001. With the
latest update, an additional, dedicated whistleblower channel, managed by a third party via a dedicated IT
platform, was created to further ensure the confidentiality and protection of whistleblowers. Further details are
available on the company website under Ethics and Compliance.
Director's Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 64
The receipt, analysis and conduct of audits on reports is carried out by Cementir's Internal Audit team. The
results and any potential actions are reviewed by the Ethics Committee; violations are communicated to
relevant personnel and functions. Cementir's Audit Committee is regularly updated on the progress of reports.
The Chief Executive Officer and the Chairman of the Audit Committee are promptly informed of critical
concerns, including those relating to potential and actual negative impacts of the organisation on stakeholders,
raised through the whistleblowing mechanisms described above. The Board of Directors can be alerted to any
critical concerns at meetings where the Financial Statements are discussed and approved.
POLICY ON BILATERAL CONTACTS WITH SHAREHOLDERS
On 13 November 2019, the Board of Director adopted, in compliance with the Dutch Law, the Policy on bilateral
contacts with shareholders. This policy was updated and revised during 2023, also in light of the new provisions
of the Code in force as of 1 January 2023 and, in particular, provision 4.2.2. This provision has been
supplemented by providing that the shareholders and the company are available for dialogue. In particular, the
Company should facilitate dialogue unless it is in the interest of the Company and the Group to reject it and
shareholders should make themselves available to engage in constructive dialogue and, outside the context
of the meeting, make public their full shareholding position at the request of the company.
These recommendations have therefore been incorporated into the updated version of the policy and, on this
occasion, a general review has been carried out. Bilateral contacts with shareholders and potential investors
are managed by the Investor Relations department which, by delegation and in agreement with the Chairman
and CEO of the Group, discretionarily identifies the shareholders or potential investors with whom to interact,
based on the Company's interest.
In order to ensure information symmetry, the Investor Relations function is always present at meetings, even
where it is proactively organised by other functions, and the Group Chairman and CEO and/or Group CFO
may participate.
The Chairman and CEO of the Cementir Group is the point of contact between investors and the Board.
The policy on bilateral contacts with shareholders is available on the Company's website pursuant to provision
4.2.2 of the Code.
Relations with shareholders and financial analysts are handled with a high degree of accuracy and in
compliance with the policy, the Code and applicable regulations. By way of example, after the Board of
Directors' meetings to approve the periodic financial results, the Company organises conference calls to
present these results to the financial community and informs the stakeholders by issuing a press release. It
has also included a special section on the Company website dedicated to investor relations where
presentations of financial results and press releases are published in accordance with the Best Practice
provisions of the Code.
In addition, the Annual Shareholders’ Meeting is the natural event where the Company's shareholders can
meet with the Board of Directors and ask questions, participating with their vote in the Company's decisions.
GROUP STAKEHOLDERS RELATIONS POLICY
The Group Stakeholder Relations Policy has been drawn up in accordance with the new provisions of the
Code in force since January 2023 and the practice that is being defined in this first application period and was
approved by the Board of Directors on 6 November 2023. The policy has been published on the Company's
website pursuant to provision 1.1.5 of the Code.
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Among the new provisions of the Code, the best practice provision 1.1.5 has been introduced, which
recommends the definition of a policy for facilitating dialogue with stakeholders that includes at least the
sustainability aspects of the strategy.
The Cementir Group's Stakeholder Relations Policy recognises that dialogue with stakeholders plays a
fundamental role in the success of the Company and the Group and sets as the Group's objective the
establishment of a constructive dialogue with stakeholders in order to establish a lasting and effective
relationship with them, not limited to sustainability aspects alone.
All employees of the Group are required to acknowledge and comply with this Policy.
The categories of stakeholders with whom the Group interacts and has a stable relationship (at holding or local
level) and the tool used to strengthen their involvement have been identified; the updated list is included in the
official sustainability reporting (paragraph “Sustainability Report”). The impact on stakeholders is considered
material when it concerns the actual or potential effects of the Group on people or the environment in the short,
medium and/or long term time horizons.
The Chairman and CEO of the Group assesses on a case-by-case basis which stakeholders are relevant to
the Company, with whom to enter into dialogue and in what form, and has the power to make changes to the
list of stakeholders.
Examples of interaction with stakeholders, such as customers, suppliers, staff, the social community, public
institutions and trade associations, are described in the section concerning Information of social nature. The
various stakeholders are involved in periodically updating the materiality matrix, which considers as relevant
those issues that may have a direct or indirect impact on the Company's ability to establish, maintain or
adversely affect the Group's values.
GROUP POLICY ON LOBBYING AND CONTRIBUTIONS TO POLITICAL PARTIES
On 29 July 2024, the Company's Board of Directors approved the Group Policy on Lobbying and Contributions
to Political Parties.
The aim of the Policy is to provide the principles and guidelines that the Cementir Group must observe when
dealing with public authorities, with any type of direct or indirect communication, in order to i) pursue the
interests of the Cementir Group with the aim of influencing the process of political deliberation and decision-
making; (ii) inform public debate and/or assist public authorities in their decision-making processes on issues
of relevance to the Group; (iii) and determine the terms and conditions of any financial contributions to political
parties, causes or activities (collectively, “Advocacy Activities”). All in order to ensure that Advocacy Activities
take place in a clear, transparent and lawful manner, in light of the disclosure requirements of the CSRD and
ESRS standards and in compliance with local laws, internal procedures and Group culture.
The Company remains politically neutral and abstains from donations to political entities, except those
expressly approved if and to the extent permitted by local laws.
The Policy applies to all Cementir Group companies and to all Group employees whether they operate directly
or indirectly through third parties, respecting fair information, the rights and freedom of expression of
stakeholders and the rules of fair competition and management of conflicts of interest. Conduct that may
constitute bribery and corruption acts in any form is expressly prohibited.
All Advocacy Activities, with the sole exception of memberships in Chambers of Commerce or industry
organisations, are subject to prior approval and must be informed by the principles of transparency and integrity
in compliance with laws, policies and procedures of the Group.
Director's Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 66
INSIDE INFORMATION
Pursuant to the Market Abuse Regulation (EU No 596/2014), Cementir Holding shall communicate to the public
without delay any information that: (i) has a precise character; (ii) has not been made public; (iii) relates directly
or indirectly to the Company or the Company's ordinary shares or to other financial instruments admitted to
trading or related derivative instruments; and (iv) if made public, could have a significant effect on the prices
of the Company’s common stock or the price of related derivative financial instruments (hereinafter “Inside
Information”). In this regard:
“information shall be deemed to be of a precise nature” if: (a) it indicates a set of circumstances which exists or
which may reasonably be expected to come into existence, or an event which has occurred, or which may
reasonably be expected to occur and (b) it is specific enough to enable a conclusion to be drawn as to the
possible effect of that set of circumstances or event on the prices of the financial instruments or the related
derivative financial instrument. In this respect in the case of a protracted process that is intended to bring about,
or that results in particular circumstances or a particular event those future circumstances or that future event,
and also the intermediate steps of that process which are connected with bringing about or resulting in those
future circumstances or that future event, may be deemed to be precise information;
“information which, if it were made public, would be likely to have a significant effect on the prices of financial
instruments and derivative financial instruments” mean information a reasonable investor would be likely to
use as part of the basis of his or her investment decisions.
An intermediate step in a protracted process shall be deemed to be Inside Information if, by itself, it satisfies
the criteria of Inside Information as referred to above.
The above disclosure requirement shall be complied with through the publication of a press release by the
Company, in accordance with the modalities set forth under the MAR and Dutch and Italian law, disclosing to
the public the relevant Inside Information.
Cementir Holding may, under its own responsibility, delay public disclosure of Inside Information provided that all of
the following conditions are met: (a) immediate disclosure could prejudice the legitimate interests of Cementir
Holding; (b) the delay in communication would probably not have the effect of misleading the public; (c) Cementir
Holding is able to guarantee the confidentiality of such information.
In the case of a prolonged process that occurs in several stages and is intended to cause, or results in, a
particular circumstance or event, Cementir Holding may, under its own responsibility, delay the public
disclosure of Inside Information related to this process, under the conditions set out in points a), b) and c)
above.
Cementir Holding, as well as persons acting on its behalf or on its account, shall draw up and keep regularly
updated, a list of all persons who have access to Inside Information and who are working for them under a
contract of employment, or otherwise performing tasks through which they have access to Inside Information,
such as advisers, accountants or credit rating agencies (the “Insider List”).
Cementir Holding or any person acting on its behalf or on its account, shall take all reasonable steps to ensure
that any person on the Insider List acknowledges in writing the legal and regulatory duties entailed and is
aware of the sanctions applicable to insider dealing and unlawful disclosure of Inside Information.
CODE OF CONDUCT FOR INTERNAL DEALING
On 13 November 2019, the Board of Directors, in accordance with Dutch law, updated the Code of Conduct for
Internal Dealing (‘Code of Conduct’), which the Company first adopted on 1 April 2006, and during 2025 the Code
of Conduct was further updated. The Code of Conduct guarantees the maximum transparency and consistency
of the information provided to the market, with regard to reporting obligations and limitations relating to
Director's Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 67
transactions involving shares, debt securities or other financial instruments related to Cementir Holding carried
out by Managers (Executive Directors, Non-Executive Directors and Strategic Managers with regular access to
Inside Information relating, directly or indirectly, to the Company and with the power to make managerial
decisions that affect the future developments and business prospects of the Company) on their own behalf or on
behalf of third parties, directly or indirectly, as well as by Persons closely associated with them.
In accordance with European regulations, the Code of Conduct provides for a black-out period for trading in the
Company's shares during the 30 calendar days preceding the Company's disclosure to the market of the data
contained in the annual financial statements, half-yearly reports, interim management reports (or other
comparable financial statements or reports for the period) that the Company is required to publish or has decided
to publish.
DISCLOSURES PURSUANT TO DECREE IMPLEMENTING ART. 10 OF EU DIRECTIVE ON
TAKEOVERS
In accordance with the Dutch Besluit artikel 10 overnamerichtlijn (the “Decree”), the Company discloses the
following:
(a) Information on the structure of the capital of the Company and the composition of the issued share
capital formed entirely by common shares, are detailed in the table here below.
Share capital structure
No. shares
Percentage of
share capital
Listed
Common shares 159,120,000 100%
Borsa Italiana - Euronext STAR Milan
Segment
The authorised share capital of the Company amounts to five hundred million euro (EUR 500,000,000)
and is divided into five hundred million (500,000,000) shares, each with a nominal value of one euro
(EUR 1).
The issued share capital of the Company at 31 December 2025, subscribed and paid up, amounts to
EUR 159,120,000 divided into 159,120,000 nominal shares with a nominal value of EUR 1.00 each.
Information on the rights attaching to the ordinary shares is in the Company’s Articles of Association,
available on the Company’s website. In particular, the rights attached to Cementir Holding's ordinary
shares include (i) option rights on the issue of ordinary shares; (ii) the right, in person or by proxy
authorised in writing, to attend and attend the General Meeting; (iii) voting rights and the right to dividend
distributions to the extent that the Company's equity exceeds the sum of the paid-up and called-up portion
of the capital and reserves that must be maintained by law or the Articles of Association.
(b) No restrictions apply to transfer of common shares.
(c) Information on direct and indirect shareholdings in the Company’s capital in respect of which notification
requirements apply, pursuant to Sections 5:34, 5:35 and 5:43 of the Dutch Financial Supervision Act (Wet
op het financieel Toezicht, hereinafter “WFT”) is in the Notes to the Financial Statements section,
including the shareholders who hold 3% or more of the issued common shares on the basis of information
published on the AFM (Stichting Autoriteit Financiële Markten) website and other information at the
disposal of the Company.
(d) No special control rights or other rights accrue to shares in the capital of the Company.
Director's Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 68
(e) No employee shareholding scheme has been established as under Art. 1 sub 1(e) of the Decree, so
there is no specific procedure for the exercise of voting rights by employees.
(f) No restrictions apply to voting rights attaching to common shares in the capital of the Company, nor
deadlines for exercising voting rights. The Company is not aware of any depository receipts issued for
shares in its capital.
(g) The Company is not aware of any agreements with any shareholder which may result in restrictions
on the transfer of shares or limitation of voting rights.
(h) The rules governing the appointment and replacement of members of the Board of Directors are stated
in Art. 7.2 of the Articles of Association and described in letter a) “Composition and nomination of the
Board of Directors” above. According to Art. 11 of the Articles of Association a resolution to amend the
Articles of Association may only be adopted by the General Meeting at the proposal of the Board. If a
proposal to amend the Articles of Association is to be submitted to the General Meeting, it shall be so
stated in the notice convening the meeting, and a copy of the proposal containing the text of the proposed
amendment shall be held available at the Company’s office for inspection by every shareholder and other
persons with meeting rights, from the date of the notice convening the General Meeting until the
conclusion of such meeting.
(i) The powers of Board members are detailed in the Articles of Association and in the Board Rules, both
available on the Company’s website. With particular reference to the power to issue shares, shares
are issued pursuant to a Board resolution if the Board has been authorised to do so by a resolution of
the General Meeting for a specific period with due observance of applicable statutory provisions. If and
insofar as the Board is not authorised as previously referred to, the General Meeting may resolve to
issue shares at the proposal of the Board.
The Board may be authorised by the General Meeting to repurchase shares against payment. No
authorisations to purchase treasury shares in the 2025 financial year have been approved or are in
progress.
(j) The Company is not a party to any significant agreements which will take effect, will be altered or will
be terminated upon a change of control of the Company following a public offer within the meaning of
Section 5:70 of the WFT, except for a finance agreement signed in 2021 with a pool of banks. Pursuant
to this agreement the Company is required to make early repayments if there is a change of the
controlling shareholder. The Company’s subsidiaries have in place loan contracts that include standard
clauses of change of control that are consistent with the commercial practice.
(k) The Company did not enter into any agreement with a member of the Board or an employee providing
for a compensation if they resign or are made redundant without a valid reason or if they resign, are
made redundant or if their employment ceases as a result of a public offer within the meaning of Art.
5:70 of the WFT.
COMPLIANCE WITH THE DUTCH CORPORATE GOVERNANCE CODE
Companies with statutory seat in the Netherlands whose shares are listed on a regulated stock exchange or
comparable system are required pursuant to the Code to disclose in their annual report to what extent they apply
the Principles and Provisions of Best Practice of the Code and, if they do not apply certain Best Practice
provisions, to explain the reasons why they have chosen to deviate.
The Company has a governance structure made up of a one-tier Board (the Board of Directors). Pursuant to
chapter 5 of the Code and the related Explanatory Notes, the principles that pertain to the members of the
supervisory board are applicable to Non-Executive Directors and the principles that pertain to the members of
the management board are applicable to the Executive Director. In addition, the duties and responsibilities set
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out in section 1 up to including 4 of the Code to the extent they refer to the chairman of a supervisory board, fall
in a company with a one-tier board structure, such as Cementir Holding, within the remit of the Non-Executive
Directors. Cementir Holding has appointed a Senior Non-Executive Director from among the Non-Executive
Directors, who serves as Chairman of the meetings pursuant to Dutch law (Art. 2:129a of the Dutch Civil Code)
and in compliance with Best Practice provision 2.1.9. of the Code and, therefore, with a position distinct from that
of Chairman and CEO, held by the sole Executive Director of the Company.
As at the date of approval of the annual report for 2025, Cementir Holding complies with the principles and Best
Practice provisions of the Code, subject to the following observations and explanations in respect of each of the
Best Practice provisions set out hereunder.
Best Practice Provision 2.1.7.
There are three (3) independent Non-Executive Directors in office until the approval of the financial statements
for the 2025 financial year, out of a total of seven (7) Non-Executive Directors. Accordingly, they are almost half
of the total number of Non-Executive Directors. The other four (4) Non-Executive Directors are related to a
shareholder holding ten percent or more of the issued share capital of the Company. In the view of Cementir
Holding such board composition is appropriate, as it is consistent with the historical composition of the Board and
as it reflects the ownership structure of Cementir Holding, with a shareholder owning a substantial majority of the
issued share capital. In this regard, it should furthermore be pointed out that in Cementir Holding's country of
origin, where it has a secondary and operational office (Italy), it is customary for a shareholder with a majority
participation to also have a majority representation on the board.
Best Practice Provision 2.2.2.
Most of the Non-Executive Directors, who were re-elected for a further three-year term by the Company's
Shareholders' Meeting on 20 April 2023, had already been in office for more than eight years at the time.
Cementir Holding believes that renewal beyond the eight-year term set out in this Best Practice provision is
appropriate, taking into consideration that, in light of the ownership structure characterising the Company,
certain board members are of crucial importance and indispensable for the continuity of the Company and its
business. In addition, it may be noted that the provisions of the Code only have become applicable to Cementir
Holding as of 5 October 2019.
Best Practice Provision 3.4.2.
The main elements of the contract with the Executive Director were published on the Company's website in
the context of the remuneration report.
Best Practice Provision 4.1.8 and 4.1.9.
The Non-Executive Directors justified their absence from the shareholders' meeting of 20 April 2023. The
Executive Director participated via remote videoconference. The independent auditor also participated via
remote video link in the General Meeting of 28 April 2025.
CONTROL AND RESPONSIBILITY STATEMENT
The Board of Directors, acting collectively within the scope of its statutory duties and based on the information
made available to it, is responsible for overseeing the Company’s internal risk management and control
systems and for monitoring their operation.
In accordance with best practice provision 1.4.3 of the Dutch Corporate Governance Code, the Board of
Directors states that, based on the assessments performed and information provided during the 2025 financial
year:
• the report provides sufficient insights into any deficiency in the effectiveness of the internal risk
management and control systems;
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• the internal control and risk management system provides reasonable assurance that the 2025
financial reports does not contain any material inaccuracies.
• the internal control and risk management system provides reasonable assurance that the 2025
sustainability reports do not contain any material inaccuracies.
• the internal control and risk management system in place offers an adequate level of certainty about
the effective management of operational risks and compliance risks. The Internal Control and Risk
Management System section of this annual report provides further details;
• in light of the current situation, it is justified that the financial reporting is prepared on a going concern
basis, as management has assessed the Group’s strong cash position, the available credit facilities,
and the Group’s ability to meet its obligations. For more detailed information, please refer to the Group
Performance section of this annual report;
• the report includes material risks, as referred to in best practice provision 1.2.1, as well as
uncertainties, to the extent that they are relevant for the Company’s continuity for the period of twelve
months after the preparation of the report. The section relating to the Internal Control and Risk
Management System of this annual report, together with the section relating to the Group’s
performance, provides a clear substantiation of the above-mentioned statement.
CORPORATE GOVERNANCE STATEMENT
The Corporate Governance Statement, provided for under the Dutch Besluit inhoud bestuursverslag, can be
found on the company’s website www.cementirholding.com.
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REPORT OF THE NON-EXECUTIVE DIRECTORS
INTRODUCTION
This report has been drafted in compliance with the Best Practice provision 5.1.5 of the Code: “The Non-
Executive Directors render account of the supervision exercised in the past financial year. They should, as a
minimum, report on the items referred to in best practice provisions 1.1.3, 2.1.2, 2.1.10, 2.2.8, 2.3.5 and 2.4.4
and, if applicable, the items referred to in best practice provisions 1.3.6 and 2.2.2”.
SUPERVISION BY THE NON-EXECUTIVE DIRECTORS
In compliance with the Articles of Association, the Board of Directors, as a result of its appointment by the
Shareholders' Meeting of 20 April 2023, until the approval of the financial statements as at 31 December 2025,
is made up of an Executive Director (Francesco Caltagirone, CEO) and seven Non-Executive Directors
(Alessandro Caltagirone, Azzurra Caltagirone, Saverio Caltagirone, Fabio Corsico, Adriana Lamberto Floristan,
Benedetta Navarra and Annalisa Pescatori).
The Non-Executive Directors of the Company are responsible for the supervision of the Executive Director’s
conduct and performance of duties, the Company’s general affairs and its business, developing a general
strategy, including the formulation of the strategy for realising long-term sustainable value creation and taking
into account risks connected to the Cementir Group’s business activities.
Non-Executive Directors also supervise at least the following key elements:
(a) ensuring compliance with all relevant laws and regulations, the Articles of Association and good corporate
governance practice;
(b) integrity and quality of financial and sustainability reporting, ensuring the adequacy of financial controls
and risk management systems; and
(c) reviewing the performance of the Board as a whole, each Director individually, and the committees of the
Board.
Cementir Holding has a one-tier board structure, consisting of Executive and Non-Executive Directors,
consequently the Non-Executive Directors exercise their duties during the meetings of the Board of Directors
and, limited to its members, of the Board Committees. The Board of Cementir Holding is also composed of 7
Non-Executive Directors out of the 8 directors from which it is formed. The Audit Committee and the
Remuneration and Nomination Committee are composed exclusively of independent Non-Executive Directors
while the Sustainability Committee is currently composed of four directors, three of whom are non-executive and
independent.
With particular regard to participation in the formulation of the long-term sustainable value strategy and the
supervision of the Non-Executive Directors on its implementation, the Non-Executive Directors defined, within
the work of the Board of Directors, the concrete strategy and vision of the Company and the Group, evaluating
and considering the possible challenges and risks associated with its implementation. For more details, please
refer to the other sections of the Report on Budget Management.
With regard to the supervision exercised in relation to the policies put in place by the Executive Director and the
general conduct of the Company's and the Group's affairs, the Non-Executive Directors, at the meeting of the
Committees, for those who are members of them, as well as collectively within the Board, assessed the internal
control and risk management system as adequate and effective and also examined the reporting process
financial and sustainability.
During 2025, supervision of the Non-Executive Directors as part of the activities of the committees was carried
out, inter alia, on the following occasions:
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• the examination by the Nomination and Remuneration Committee on 10 March 2025 of the method
of calculating the Remuneration of the Executive Director, including a variable component linked to
ESG objectives, the Remuneration Report and the Remuneration Policy, with a subsequent proposal
to the Board of Directors who discussed and approved these documents, resolving to submit them
for approval at the General Meeting;
• the examination by the Sustainability Committee of 10 March 2025 of the Sustainability Report having
the requirements set forth by the Corporate Sustainability Reporting Directive (CSRD) and structured
in compliance with the European Sustainability Reporting Standards (ESRs) and subsequent
proposal to the Board of Directors who discussed and approved this document;
• the assessment of adequacy and effectiveness in relation to the internal control and risk management
system and the examination of the financial and sustainability reporting process, which took place
during the Audit Committee of 10 March 2025 and the Sustainability Committee of 10 March 2025
and in the subsequent Board of Directors meeting of 11 March 2025.
The Non-Executive Directors held the annual meeting, as recommended by the best market practices pursuant
to the provisions of the Code, on 11 March 2025.
More details regarding the role, the composition and the activities carried out by the Non-Executive Directors,
including the ‘Personal Information’ pursuant to Best Practice provision 2.1.2 of the Code, are set forth in the
paragraph ‘Board of Directors’ of the ‘Corporate Governance’ section above.
INDEPENDENCE OF NON-EXECUTIVE DIRECTORS
Pursuant to Best Practice provision 2.1.10 of the Code, the Report of the Non-Executive Directors, should
state if the independence requirements referred to in Best Practice provisions 2.1.7 to 2.1.9 inclusive have
been fulfilled and, if applicable, should also state which Non-Executive Director(s), if any, is not considered to
be independent.
The independent Non-Executive Directors in office until the approval of the financial statements for the year
2025 are Adriana Lamberto Floristan, Annalisa Pescatori and Benedetta Navarra while the non-independent
Non-Executive Directors are Alessandro Caltagirone, Azzurra Caltagirone, Saverio Caltagirone and Fabio
Corsico. Therefore, there are three (3) independent Non-Executive Directors out of a total of seven (7) Non-
Executive Directors and thus they are almost half of the total number of Non-Executive Directors; the other
four (4) Non-Executive Directors are related to a shareholder holding ten percent or more of the issued share
capital of the Company. In the view of Cementir Holding such board composition is appropriate, as it is
consistent with the historical composition of the Board and as it reflects the ownership structure of Cementir
Holding, with a shareholder owning a substantial majority of the issued share capital. In this regard, it should
furthermore be pointed out that in Cementir Holding's country of origin, where it still has a secondary and
operational office (Italy), it is customary for a shareholder with a majority participation to also have a majority
representation on the board.
Pursuant to provision 2.1.9 of the Code, the Board of Directors, on 27 April 2023, appointed Adriana Lamberto
Floristan as Senior Non-Executive Director among the Non-Executive Directors, with the role of chairing the
Board as prescribed by Dutch law (Art. 2:129a of the Italian Civil Code) and in accordance with the Company's
Articles of Association and Article 2.3.7 of the Board Regulation, as distinct from the office of Chairman and
Chief Executive Officer, which is held by the sole Executive Director.
Finally, with reference to provision 2.2.2 of the Code, most of the Non-Executive Directors who were re-
elected for a further period of three years by the Company's Shareholders' Meeting of 20 April 2023, had
already been in office for over eight years at the time. Cementir Holding believes that renewal beyond the
eight-year term set out in this Best Practice provision is appropriate, taking into consideration that, in light
of the ownership structure characterising the Company, certain board members are of crucial importance
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and indispensable for the continuity of the Company and its business. In addition, it may be noted that the
provisions of the Code only have become applicable to Cementir Holding as of 5 October 2019.
With said clarifications, the independence requirements set forth in Best Practice provision 2.1.10 of the Code
are otherwise met. On the basis of the declarations received from the independent directors and the discussion
carried out during the annual verification of the requirements for the Company's permanence on the Euronext
STAR Milan segment, the Remuneration and Nomination Committee and, subsequently, the Board of
Directors, verified the existence of the independence requirements of the same directors qualified as such.
ASSESSMENT BY THE NON-EXECUTIVE DIRECTORS
Pursuant to provisions 2.2.6 and 2.2.8 of the Code, the Non-Executive Directors of Cementir Holding have
conducted, for the financial year 2025, an assessment relating to the size, composition and functioning of the
Board, the Committees and its individual members, also focusing on substantial aspects, conduct, culture,
interaction and mutual collaboration, significant concrete events, indicating: (i) the method by which the
assessment of the Non-Executive Directors was conducted, both as a whole and individually, and the
assessment of the committees; (ii) the method by which the Executive Director’s assessment was conducted;
(ii) concluding remarks and suggestions for possible improvements in the functioning of the Board.
The assessment is carried out yearly by the Directors filling in questionnaires regarding the size, composition
and functioning of the Board, its members and committees and, upon their request, through a personal
interview. Cementir Holding’s Corporate Affairs Department deals with the collection and management of
feedback confidentially. For the 2025 financial year, the questionnaire has been integrated in order to collect
the information required by the Corporate Sustainability Reporting Directive (‘CSRD’) and by the new principles
and best practices of the Dutch Corporate Governance Code, as amended in March 2025, in particular with a
higher level of disclosure regarding the requirements and skills of directors and the risk management system.
The assessment takes into account the replies of the Non-Executive Directors who expressed their views
completing the aforementioned questionnaires.
General satisfaction with the functioning of the Board of Directors and Committees during 2025 is confirmed,
even improving on the positive results of the previous year.
The Non-Executive Directors unanimously confirmed in their self-assessment the proper implementation of
their supervisory duties, overseeing the activities of the Executive Director and providing him/her with
assistance and direction, in particular with regard to: (a) development of a general long-term value creation
strategy, taking into account the risks associated with the Cementir Group's business activities; (b) compliance
with applicable rules and regulations, the Articles of Association and good corporate governance practices; (c)
integrity of financial information and adequacy of financial controls and risk management system; d)
performance of the Board as a whole, of each Director and of the Committees. A similar unanimous positive
assessment was given regarding the continuous and effective interaction between Non-Executive Directors,
Executive Directors and Company bodies.
The Non-Executive Directors confirmed the Board’s commitment to achieving greater diversity and inclusion
in its composition and in the composition of the Company's senior management, including through the
determination of challenging targets, in order to create an increasingly differentiated and inclusive work
environment. They also all agreed on the role played by the Board of Directors, in accordance with the division
of tasks between executive and non-executive directors, in pursuing the objective of creating long-term
sustainable value. The Board's role in monitoring the internal control and risk management system has been
widely recognised, including the supervision of Non-Executive Directors with the help of the Group's
whistleblowing system and the verification and control activities carried out by the internal audit function;
equally ample recognition was given to the contribution of substantial independence made by the independent
directors. All of the Directors positively evaluated the knowledge of the corporate culture.
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It was noted with particular appreciation that, in acceptance of the suggestions that emerged during the self-
assessment process for the 2023 financial year, an intervention by the Executive Director on events with a
strategic impact and on the main potential risks, including geopolitical risks, is envisaged at the opening of
each meeting of the Board of Directors. During the year, two induction sessions were also organised for the
directors with the participation of the Company's management on the issues that had been indicated by the
independent directors concerning the development of strategies aimed at pursuing sustainability objectives in
the short, medium and long term and in-depth studies relating to the application of the Corporate Sustainability
Reporting Directive (‘CSRD’). More details on the work of the Ethics Committee were provided in both Board
and Committee meetings, as also reflected in the answers to the self-assessment questionnaire. With regard
to any additional expertise, the Company's decision to refer to figures within the Group for technical expertise,
for example in cybersecurity and digitalisation, while providing in-house training to directors, was the subject
of specific consensus. Finally, the flow of information with the documentation and periodicity required by the
independent directors between meetings continued.
Among the Board's areas of excellence were: The stability of the Chairman and Chief Executive Officer, both
in terms of the professionalism with which he carries out his duties and role and the passion and dedication
he displays; the strong commitment of the members and their high level of professionalism - whose diversity
of experience and training enriches the Board with different points of view - the team spirit, the specific
expertise, in particular in the areas of markets and finance, ESG and risk control.
In this year's survey on business conduct issues, all directors who specifically responded agreed that the skills
and experience of the current members of the Board and its Committees were reviewed and considered
appropriate for the oversight of sustainability issues at the time of their appointment and were further developed
and broadened following the specific training received in numerous induction sessions, and that skills and
experience in relation to the material impacts, risks and opportunities of the Company and the Group were
also assessed at the meetings of these bodies. Of particular value and appreciation was the information on
sustainability and in relation to ongoing projects provided both during training sessions and board meetings.
Almost all of the directors who participated in the self-assessment process confirmed that they have significant
experience in relation to Cementir Holding N.V.'s business sector, products and geographical location, as well
as specific expertise in business conduct matters.
It is also noted that the Company's management structures were found to be adequate and effective in
achieving its objectives and the interaction between bodies constructive and appropriate.
With regard to the proposals made by some directors on possible areas of action during the year, particular
attention is confirmed to training and information activities of various kinds, including visits to production plants,
such as the one organised in 2024, which were recognised as being of great value and interest both in terms
of improving knowledge of the Group's industrial activities and structures and management, and as an
opportunity for further in-depth study of management succession plans. In general, while considering the
adequacy of the current composition of the Board, competencies in M&A, Business Development and
sustainable innovation were highlighted as areas for further improvement.
In addition, the continuation of the Executive Director's illustration to the Board of the geopolitical situation,
strategic issues and/or potential risks for the Company, which was highly appreciated during the self-
assessment, was requested, suggesting an even more frequent updating of the Board members (also between
meetings) on the main events affecting the Company and the Group. This is in addition to the periodic
information flow provided for at the request of the independent directors, which was positively received, and
the possible participation of Group managers in the case of particular projects or issues.
Particularly appreciated was the contribution of the Committees, all of which, for matters within their
competence, enabled a relationship of growing cooperation and trust to be established with the Board of
Directors and top management, also thanks to the presence of the Executive Director in the Sustainability
Committee and the constant updating and analysis work carried out during the year on CSRD and Internal
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Audit activities for the Audit Committee and the in-depth study on Group policies relative to the Group Talent
Review and succession plans for the Remuneration and Nomination Committee.
In relation to the Audit Committee, the Non-Executive Directors who expressed their views appreciated and
were in agreement with the contribution of this Committee and deemed its composition to be adequate. They
also agreed that the Audit Committee should periodically give the Board of Directors an accurate, effective
and substantial picture of the control activities to be carried out, with an indication of the priorities. The Non-
Executive Directors expressed the opinion that the Committee promptly provides the Board of Directors with
the necessary documentation and information and that the activities carried out are explained to the Board of
Directors in a clear and effective manner. One member pointed out that the Committee's most significant
contribution to the Board of Directors is its awareness of the Committee's effective examination of issues and
the effectiveness of the information flow established.
All the members of the Audit Committee considered the number and average duration of meetings held in
2025 to be adequate and unanimously considered that the risk assessment and the consequent monitoring of
the main risks by the Company are carried out satisfactorily and that the relationship between the Committee
in question and the Group Functions is continuous and effective. All members also agreed that the
organisational framework for risk governance is adequate and satisfactory. The Audit Committee has the
technical skills and experience necessary for the credible and effective performance of its functions and all
members have had the opportunity to access information relevant to the exercise of their role, even in the
interval between scheduled meetings.
The members ensured total attendance at the meetings of the Audit Committee (more details are provided in Table
B - “Attendance” in the “Corporate Governance” section, paragraph “Role of the Board of Directors”).
Further information regarding the role, the composition and the activities carried out by the Audit Committee
is provided in the ‘Corporate Governance’ section, paragraph ‘Board Committees’.
In relation to the Remuneration and Nomination Committee, the Non-Executive Directors who expressed their
views appreciated and were in agreement with the contribution of this Committee and deemed its composition
to be adequate.
The majority of the Non-Executive Directors considered the Committee's input to the Board on the
remuneration of the Executive Director and the remuneration systems in place to be effective and substantial.
Three Non-Executive Directors assessed as effective and substantial the contribution made to the Board
concerning any need for the appointment of directors, profiles considered and evaluation/motivation of the
proposed solutions, and one Non-Executive Directors clarified that he had not expressed his opinion because
the need had not arisen in the time frame under consideration.
On the other hand, the Non-Executive Directors expressed their unanimous opinion that the Committee timely
provides the Board of Directors with the necessary documentation and information and that the activities
carried out were clearly and effectively illustrated to the Board of Directors and the related recommendations
were adequately discussed, having an impact on the decisions of the Board itself.
The members of the Remuneration and Nomination Committee all deemed the number and average duration
of the meetings held during 2025 to be adequate. The Remuneration and Nomination Committee, as a whole,
possesses the skills and experience necessary for the credible and effective performance of its functions,
and its members have had access to information relevant to the exercise of their role.
The members ensured total attendance at the meetings (more details can be found in Table B - “Attendance”
in the “Corporate Governance” section, paragraph “Role of the Board of Directors”).
More information regarding the role, the composition and the activities carried out by the Remuneration and
Nomination Committee, are set forth in the ‘Corporate Governance’ section, paragraph ‘Board Committees’.
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With regard to the Sustainability Committee, the Non-Executive Directors who expressed their views all
considered the contribution of this Committee to be appreciated and agreed that its composition was
adequate. A Non-Executive Director emphasised the importance of the presence of the Chairman and CEO
on the committee as well as the importance of its interaction with the operatives of the various Group
companies.
In addition, 5 Non-Executive Directors, recognising that the activities of the Sustainability Committee were
carried out satisfactorily and in accordance with the tasks and responsibilities laid down in the Regulations,
expressed their concurring opinion on the effectiveness of the role played by the Committee for the benefit of
the Board in relation to the development and promotion of a healthy, safe and secure environment for all
stakeholders and more generally in relation to sustainable development and social responsibility.
The Non-Executive Directors expressed the view that this Committee supports the decisions of the Board of
Directors by providing the necessary assistance and technical support, and in particular one Non-Executive
Director expressed great appreciation for the very establishment - by the Company - of the Committee in
question, since it is not mandatory by law.
All the members considered the number of meetings held to be adequate, as well as the duration and
satisfactory attendance with respect to the topics on the agenda, pointing out - one member - that the
expertise of the Company and the Sustainability Committee in the subject matter is not only uncommon in
the corporate landscape, but also enables it to manage sustainability both from the point of view of social and
environmental impact, and from the point of view of creating value, including economic value in the medium
and long term.
All the members also believe that the members possess the necessary skills and experience, and in particular
one member points out that the induction sessions held were also useful in this respect, and another points
out that there is a proper balance within the Committee from the operational and strategic aspects of the
cement sector due to the presence of the Chairman the generic ESG and financial expertise from the
investors' point of view, the contribution of the other Board members in other sectors and the valuable training
by the Company's technicians.
All members of the Committee attended the meetings (more details are given in Table B - “Attendance” in the
“Corporate Governance” section, paragraph “Role of the Board of Directors”).
More information regarding the role, the composition and the activities carried out by the Sustainability
Committee, are set forth in the ‘Corporate Governance’ section, paragraph ‘Board Committees’.
COMMITTEE REPORTS
Pursuant to Best Practice provision 2.3.5 of the Code, the Non-Executive Directors received the reports of
each Committee.
By resolution of 27 April 2023, the Board of Directors established the Audit Committee, the Sustainability
Committee and, combining the tasks of the Remuneration Committee and the Selection and Appointment
Committee into a single committee, the Remuneration and Nomination Committee.
The duties and responsibilities of these Committees are defined in the respective regulations (published on
the Company's website) approved by the Board of Directors pursuant to Art. 7.1.4 of the Articles of Association
and updated on 27 April 2023 in light of the new provisions of the Code.
The Audit Committee is currently made up of 3 (three) Non-Executive Directors, all independent: Benedetta
Navarra (Chairman), Annalisa Pescatori and Adriana Lamberto Floristan.
The Remuneration and Nomination Committee is currently made up of 3 (three) Non-Executive Directors, all
independent: Annalisa Pescatori (Chairman), Benedetta Navarra and Adriana Lamberto Floristan.
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The Sustainability Committee is currently composed of 1 (one) Executive Director, Francesco Caltagirone
(chairman) and 3 (three) independent Non-Executive Directors: Benedetta Navarra, Annalisa Pescatori and
Adriana Lamberto Floristan.
Further information relating to the number of meetings, the performance of the tasks assigned and the main
topics discussed in the meetings of the Committees, are contained in the ‘Corporate Governance’ section in
the paragraphs ‘Audit Committee’, ‘Remuneration and Nomination Committee’ and ‘Sustainability Committee’.
The participation of Non-Executive Directors in the meetings of their respective Committees to which they
belong, also for the purposes of the disclosure established in Best Practice provision 2.4.4, is detailed in the
“Corporate Governance” section, Table B of the paragraph “Role of the Board of Directors”.
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REMUNERATION REPORT
REMUNERATION OF DIRECTORS
Introduction
It is worth highlighting that the main financial results in 2025 that could influence the Group Remuneration
were:
a) Net cash of EUR 465.1 million (net cash of EUR 290.4 million in 2024)
b) EBIT at EUR 295.1 million (EUR 262.0 million in 2024).
The Board of Directors was renewed by the Shareholders’ Meeting of 20 April 2023 for a three-year term,
reducing the number of members from 10 to 8, of which one Executive Director and seven Non-Executive
Directors.
The Board then established the Board Committees, appointing the members of the Audit Committee, the
Remuneration and Nomination Committee and the Sustainability Committee as well as their respective Chairmen
by resolution of 27 April 2023.
This report (hereinafter the ‘Remuneration Report’) consists of the following sections:
- Section I, which illustrates the policy of Cementir Holding N.V. (hereinafter ‘Cementir Holding’ or
‘Company’) regarding the remuneration of Executive and Non-Executive Directors (hereinafter, jointly,
‘Directors’) for 2026, as well as the procedures used for the adoption and implementation of the policy. The
Remuneration Policy for 2026, effective from 1 January 2026, remained overall unchanged compared to the
previous year; in line with the latest market best practices, the method of calculating the variable remuneration
component of the Chairman has been confirmed, including ESG objectives and subjecting it to a cap
(maximum amount payable).
-
Section II, which describes how the remuneration policy was implemented with reference to Directors and
indicates the amounts paid during 2025 to Directors, providing a representation of each remuneration
component.
Please refer to the terms of the 2025 Remuneration Policy, effective from 1 January 2025, approved by the
Shareholders' Meeting on 28 April 2025 with 91.62% of the votes cast and available on the Company's website,
www.cementirholding.com. There have been no deviations or derogations from the approved Policy.
The 2024 Remuneration Report was submitted to the non-binding and advisory vote of the Shareholders’
Meeting on 28 April 2025 and again received the favourable vote of the overwhelming majority of shareholders,
amounting to 92.92% of the votes cast, with only 7.08% voting against.
Given the broad consensus received, it was therefore deemed appropriate to maintain the same approach for
this Remuneration Report, without changes to its structure and level of disclosure.
In this Remuneration Report, Cementir Holding intends to strengthen the transparency of the contents of its
remuneration policies and their implementation, allowing investors to obtain information on remuneration,
including variable remuneration, and enabling them to make an even more accurate assessment of the
Company, thereby enabling shareholders to act in an informed manner when exercising their rights
.
The Remuneration Report shall be drawn up in accordance with articles 2: 135, 2: 135a and 2: 135b of the
Dutch Civil Code (hereinafter ‘DCC’) and Chapter 3 of the Dutch Corporate Governance Code (hereinafter the
‘Code’). It was approved by the Board of Directors upon proposal of the Remuneration and Nomination
Committee (hereinafter also the ‘Committee’ in this Remuneration Report) at the meeting of 10 March 2026.
Section I is to be submitted to the approval of the Shareholders’ Meeting convened for 23 April 2026. Section
II is to be submitted to the advisory vote of the Shareholders’ Meeting called for 23 April 2026.
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The Remuneration Report is made available on the Company’s website (www.cementirholding.com) after the
General Meeting and will be accessible for 10 (ten) years, in compliance to the procedures and within the
terms prescribed by current regulations.
SECTION I – REMUNERATION POLICY 2026
This section of the Remuneration Report describes, in a comprehensive manner, the principles and guidelines
with which Cementir Holding determines and monitors the remuneration policy and its implementation within
the Company (hereinafter the “Remuneration Policy” or the “Policy”).
The Policy has the primary objective of creating sustainable value over the medium to long-term by creating a
strong bond between individual performance and the Group on the one hand, and remuneration on the other.
The Remuneration Policy summarises the remuneration policies applied within the Group and aimed at
ensuring a fair and sustainable remuneration system, in line with the long-term corporate strategies and
objectives, with regulations and with Stakeholders’ expectations.
The total remuneration of Directors, which is deemed appropriate to the size and structure of the Group, the
sector of activity carried out and the level of complexity of the business, contributes to the long-term
performance of the Company as it enables the Company to attract and retain qualified and experienced
Directors, motivating them to achieve the Company's business, financial and strategic objectives and their
implementation for the creation of long-term sustainable value for all stakeholders consistent with the Company
and Group's founding values and culture.
The Policy also aims to attract and retain members of staff with the professional qualities necessary to manage
and operate successfully in an international environment characterised by competitiveness and complexity,
recognising and rewarding good performance.
Cementir Holding intends to adopt a competitive remuneration system that guarantees the delicate balance
between strategic objectives and the recognition of the merits of Group employees. By using short and medium
to long-term variable remuneration components, the Policy is designed to facilitate the alignment of staff
interests with the pursuit of the overriding objective - value creation - and the achievement of financial and
sustainability goals. This objective is pursued also by linking a significant part of remuneration to the
achievement of set performance targets, by means of both the short-term incentive scheme (STI) and the long-
term incentive scheme (LTI). The LTI concerns selected employees only.
The principles applied in defining the Policy are intended to ensure that Cementir Holding is appropriately
competitive in its sector and international markets, are in particular:
the promotion of merit and performance to reward actions and behaviours that reflect the values of the
company, the principles of the code of ethics and the strategic objectives;
external competitiveness and internal fairness to make sure that pay packages are in line with best
practices, and to ensure that they are consistent with the complexity and responsibilities of the role;
aligning the interests of Management with those of the Shareholders and with the medium-and long-term
strategies of the Company;
Alignment between the values of the Cementir culture (e.g. sustainability, value of people, etc.) and the
leadership and competency model consistent with business objectives; skills derived from the Cementir
Group's culture are also assessed in the context of the STI as further confirmation and reinforcement of
the propensity towards the values of the corporate culture;
the inclusion of specific quantitative KPIs linked to ESG objectives in the STI plan, contributing to the
implementation of the corporate strategy and the pursuit of long-term interests and sustainability
objectives;
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a focus on rewards and retention purposes based on meritocracy;
the consideration of the point of view of the Executive-Director and the Board in its entirety, as also
provided for by the Code;
balancing continuity with the choices already made in the past and endorsed by shareholders and the
approval of the General Meeting of the proposals presented and, at the same time, a periodic assessment
in the light of the international trend, the market practice for comparable companies and the regulatory
changes;
transparency regarding the remuneration system implemented and envisaged for the following year, in
accordance with the provisions of the Code and applicable legislation.
1.1 DEFINITION AND APPROVAL OF THE REMUNERATION POLICY
Parties involved in the Remuneration Policy
The definition of the Remuneration Policy is the result of a clear and transparent process in which the Company’s
Remuneration and Nomination Committee and Board of Directors play a central role.
The Policy is submitted for the approval of the General Meeting by the Board of Directors on the
recommendation of the Remuneration and Nomination Committee. The Policy is deemed approved with the
favourable vote of at least ¾ of the votes cast at the General Meeting. In case the Policy is not approved by
the General Meeting, the Company applies the existing policy and submits to the approval of next General
Meeting a revised policy.
The bodies and parties involved in the remuneration policies approval process are listed below, along with a
precise indication of their roles in the process.
General Meeting
With regard to remuneration, the General Meeting:
adopts the remuneration policy upon proposal of the Board, pursuant to Art. 7.4.1 of the Company’s
Articles of Association;
determines the compensation for the Executives and Non-Executive Directors as well as for the members
of the board committees (Audit Committee, Remuneration and Nomination Committee and Sustainability
Committee), in accordance with the remuneration policy, as provided for in Art. 7.4.2 of the Company's
Articles of Association;
expresses a vote, each year, on the first section of the remuneration report, i.e. on the Remuneration
Policy;
receives adequate disclosure about the implementation of remuneration policies and express an advisory
vote, each year, on the second section of the Remuneration Report, i.e. on the report on compensation
paid;
resolves on any remuneration plans based on shares or other financial instruments and intended for
Directors, employees and other workers, including Key Executives.
Board of Directors
With regard to remuneration, the Board of Directors:
submits a remuneration policy proposal to the General Meeting pursuant to Art. 7.4.1 of the Articles of
Association, drawn up with the support of the Remuneration and Nomination Committee;
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develops the strategy for realising long-term value creation;
approves the Remuneration Report pursuant to Articles 2:135 and 2:135a DCC, to be presented at the
annual General Meeting;
prepares any remuneration plans based on stocks or other financial instruments and submits them to the
General Meeting for approval;
implements the remuneration plans based on shares or other financial instruments, after authorisation
from the General Meeting.
Non-Executive Directors
The Non-Executive Directors are responsible for overseeing the following within their remit:
the performance of the Executive Directors;
the development of a general strategy, including the strategy for realising long-term sustainable value
creation.
Executive Directors
The Executive Director, who in this case also assumes the role of CEO pursuant to Art. 7.1.2 of the Articles of
Association:
sets performance targets for the Cementir Group;
submits to the Remuneration and Nomination Committee the stock incentives, stock options, corporate
shareholding and other types of incentive plans, motivating and retaining the managers of the Group
companies controlled by the Company or, as the case may be, assisting the Committee in their drafting,
with the support also of the Group's Human Resources department;
enforces the Company’s Remuneration Policy in accordance with this document.
Remuneration and Nomination Committee
In accordance with the recommendations contained in the Code and the Board of Directors Rules, the
Remuneration and Nomination Committee:
prepares the Board’s decision-making (including proposals of the Board for the General Meeting)
regarding the determination of the remuneration of individual Directors, including severance payments;
submits a proposal to the Board concerning the remuneration of each Director. The proposal is drawn up
according to the remuneration policy that has been established and in any event it covers:
(a) the objectives of the strategy for the implementation of long-term sustainable value creation within the
meaning of Best Practice provision 1.1.1 of the Code;
(b) the scenario analyses carried out in advance;
(c) the pay ratios within the Company and the Group;
(d) the development of the market price of the shares;
(e) an appropriate ratio between the variable and fixed remuneration components. The variable
remuneration component is linked to measurable performance criteria determined in advance, which
are predominantly long-term in character;
(f) if shares are being awarded, the terms and conditions governing this. Shares should be held for at
least five years after they are awarded; and
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(g) in the case of the assignment of share options, the terms and conditions governing them, as well as
the terms and conditions for the exercise of share options. Share options may not be exercised during
the first three years after they have been awarded.
Human Resources
The Company’s HR Department is involved in defining and approving the proposals for the remuneration plan
of the Company’s personnel, monitoring and checking that those proposals are fully implemented with the aim
of collecting market data in terms of practice, policies and benchmarking and if necessary, resorting to advice
from independent experts.
Composition and activities of the Remuneration and Nomination Committee
As of the date of approval of this Report, the Remuneration and Nomination Committee is made up of three
Non-Executive Directors, all independent, appointed by the Board of Directors at the meeting of 27 April 2023:
Composition of the Committee
Annalisa Pescatori
Non-Executive independent Director and Chairwoman of the Committee
Benedetta Navarra
Non-Executive independent Director and member of the Committee
Adriana Lamberto Floristan
Non-Executive independent Director and member of the Committee
The Remuneration and Nomination Committee provides advice and submits proposals to the Board of Directors,
and supervises to ensure that the Remuneration Policy is defined and applied; specifically it prepares the
Board of Directors’ decision-making regarding the:
periodical assessment of size and composition of the Board and its Committees, and the proposal for the
profile of the Board also in regard to the professional roles whose presence within the Board or the Board
Committees is deemed necessary in order for the Board to express its strategy to shareholders before the
new Board is appointed, also taking into account the results of the annual assessment of the Board and the
Board Committees as required by the Code;
drawing up of selection criteria and appointment procedures for Executive Directors and Non-Executive
Directors;
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drawing up of a succession plan for Executive Directors and Non-Executive Directors;
proposal of candidates for the office of Executive and Non-Executive Directors;
supervision of the policy of the Board regarding the selection criteria and appointment procedures for
senior management;
developing the Company's diversity, equity and inclusion policy for the composition of the Board and
certain employees in senior management positions.
In addition:
submits proposals to the Board of Directors regarding the remuneration policy for Executive and Non-
Executive Directors, periodically assessing the performance of individual Executive Directors and Non-
Executive Directors and reporting this to the Board;
submits proposals or provides opinions to the Board of Directors regarding the remuneration of Executive
and Non-Executive Directors with specific duties, and on the setting of performance targets related to the
variable-pay component;
evaluates and formulates proposals to the Board of Directors with regard to stock incentive, stock option,
corporate shareholding and similar plans aimed to motivate and retain the managers and employees of
the Group companies controlled by the Company;
reports to the Board on the ways it performs its duties;
examines the annual Remuneration Report to be approved by the Board and submitted to the vote of the
General Meeting as part of the annual financial reports;
provides opinions on issues submitted to it from time to time for screening by the Board of Directors,
concerning remuneration or any pertinent or related topics
.
The Non-Executive Directors, including those forming the Remuneration and Nomination Committee, can
access the information and contact Company departments as necessary, in order to fulfil their duties.
The Remuneration and Nomination Committee meets during each financial year according to a calendar
scheduled by the beginning of such year and any time it may deem appropriate, upon notice issued by the
Chairman of the Committee, so as to ensure the correct execution of its tasks. No Executive Director shall
participate to any Committee meeting where proposals related to their remuneration are discussed.
Meetings of the Remuneration and Nomination Committee are attended - when deemed appropriate and at the
invitation of the Committee - by Company’s management (General Counsel and Chief Human Resources Officer).
Annually, on the occasion of the approval of the financial statements, the Remuneration and Nomination
Committee reports to the Board in relation to its work.
During 2025, the Remuneration and Nomination Committee met on 10 March, 7 May and 5 November. During
these meetings, the Remuneration and Nomination Committee examined and discussed, among other things,
the Remuneration Policy and the report on remuneration drawn up in accordance with Article 2:135a of the
Dutch Civil Code and principle 3.1 and following of the Code, as well as the report concerning the activity
carried out by the Committee in 2024, drawn up in accordance with principle 2.3.5 of the Code; discussed the
annual assessment carried out by the members of the Committee pursuant to Best Practice provision 2.2.6 of
the Code; discussed and verified the independence requirements in the context of the review of the
requirements for membership in the Euronext Star Milan segment; verified the achievement of the gender
diversity targets set for 2024 and approved the proposed DE&I targets for 2025, determined in accordance
with current legislation, to be submitted to the Board of Directors for approval. The Remuneration and
Nomination Committee also examined and discussed the state of implementation of the LTI plans with
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particular reference to the payment of the fees provided for under the LTI 2022-2024 Plan as well as the
allocation criteria and the setting of the objectives relating to the LTI 2025-2027 Plan; examined the assigned
ESG objectives included in the STI Plan, also expressing a favourable opinion on the approval of the 2026-
2030 LTI Plan; has finally received the periodic update relating to the Succession Plan for the Company's
personnel.
Independent experts who contributed to preparing the Remuneration Policy
As mentioned in the previous years’ Reports, the Company took advantage of the advice of the independent
expert Korn Ferry to conduct international benchmark analyses and to align the Remuneration Policy,
reiterated in substantially the same way in subsequent years, with the best practices of competitors and the
market.
1.2 CONTENT OF THE REMUNERATION POLICY
1.2.1 Content of the Remuneration Policy and main changes compared to 2025
The Policy determines the principles and guidelines adopted by the Board in order to define the remuneration
of its members and in particular of Executive and Non-Executive Directors as well as members of the
Committees. It provides detailed information to ensure stakeholders receive more information about pay
policies, practices adopted and results achieved, and it shows that the policies are consistent with the
Company’s business strategy and performance.
The 2026 Remuneration Policy does not envisage substantial changes compared to that approved in 2025, in
particular:
• it confirms the simplification and standardisation of the overall structure of the short-term variable
incentive system, thanks mainly to the digitalisation of the process through an online definition and
subsequent assessment platform;
• it continuously strengthens the number and relevance of the objectives related to the company's
sustainability strategy at different organisational levels, confirming the extension of the audience of
interested parties for all ESG issues;
• In line with the latest market best practices, the method of calculating the variable remuneration
component of the Group CEO and Chairman has been confirmed, introducing ESG objectives from
2025 and providing for a cap on the maximum amount payable.
The Policy also maintains and confirms the medium and long-term incentive system applied in previous years.
The Remuneration and Nomination Committee, at the meeting held on 10 March 2026, reviewed this report
and the criteria selected to assess the variable remuneration of the Executive Director and the performance of
the strategic executives and Group personnel entitled to variable remuneration. The Remuneration and
Nomination Committee then assessed the Remuneration Policy from the point of view of its consistency with
the objectives of the Company and Group, with particular reference to its suitability to contribute to the creation
of long-term value. In particular, the ESG objectives included for some beneficiaries of the incentive plan
addressed to Group employees were illustrated and discussed in detail, as a further demonstration of the
Company's ongoing commitment to pursuing sustainability objectives. Finally, it concluded that the criteria
established for both short-term variable remuneration and medium and long-term variable remuneration,
insofar as they are applicable to the respective recipients, fully meet these requirements and appear consistent
and appropriate to support the implementation of the strategic objectives. It therefore decided to propose the
2026 Remuneration Policy to the Board of Directors, taking into account the Executive Director's views on the
level and structure of his remuneration.
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The method of calculating and managing the variable component of the Group CEO & Chairman was
confirmed again during the year and subsequently approved in the Committee of 10 March 2026, in line with
the most recent trends found in best market practices, confirming the ESG objectives and subjecting it to a
cap (maximum amount payable).
1.2.2 Description of fixed and variable pay components with particular regard to their weightings within
the overall remuneration, and distinguishing between the short and medium and long-term variable
components
The remuneration of Directors has been defined as follows, with reference to the fixed and variable components:
Remuneration of the Board of Directors
The Remuneration Policy for the Board of Directors defined by the Shareholders’ Meeting of 28 April 2025
includes the following elements:
A. remuneration of Directors for the office and for attendance at Board meetings;
B. remuneration of the Executive Director (who also holds the position of CEO) for the performance of
executive functions, powers and responsibilities;
C. remuneration of Non-Executive Directors;
D. remuneration of members of the Audit Committee, the Remuneration and Nomination Committee and
the Sustainability Committee.
Remuneration of Directors
The remuneration to be paid to Directors (see letter A) shall be in the form of an allowance for attendance at
each meeting of the Board of Directors and of a fixed annual payment for the office of Director, payable to
each Director (both Executive and Non-Executive Directors) and approved, in accordance with the provisions
of the law, by the General Meeting.
The current annual remuneration of all Directors is:
a fixed annual allowance of EUR 5,000;
an attendance fee of EUR 1,000 for each board meeting in which they participate in presence or by
teleconference, except for written resolutions.
Directors are entitled to reimbursement of the reasonable expenses incurred because of their office on the
basis of the arrangements with the Company.
The same is confirmed as policy for 2026.
Remuneration of Directors with specific duties
The compensation to be paid to Directors with specific duties (letters B and D above) is determined, upon
proposal of the Remuneration and Nomination Committee, taking into account the commitment actually required
from each of them and any powers vested in addition to the compensation due to all Directors.
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The following Directors have specific duties within the Board of Directors of the Company:
(i) the Chairman of the Board of Directors;
(ii) the CEO;
(iii) the Directors who participate in the Board Committees (Audit Committee, Remuneration and
Nomination Committee and Sustainability Committee).
The Non-Executive Directors (i) appointed as members of the Remuneration and Nomination Committee, the
Audit Committee and the Sustainability Committee and (ii) who are appointed as Chairman of such
Committees, shall receive an additional compensation, commensurate with the commitment required from
each of them in the performance of their aforesaid duties.
Remuneration of Chairman and CEO.
The annual gross remuneration of the Chairman of the Board of Directors and the CEO generally includes the
following elements:
a fixed component;
a variable component determined according to the Group’s performance and tied to predetermined,
measurable parameters connected to the creation of shareholder value in a medium/long-term time span.
In determining the remuneration of the Chairman and of the CEO, the Board of Directors takes into account (i)
the specific content of the vested powers and/or (ii) the functions and the role actually served within the
Company, thereby assuring that the provision of a possible variable component is consistent with the nature
of assigned duties.
In particular, remuneration is determined on the basis of the following criteria:
correct balance between the fixed component and the variable component in accordance with the
Company’s strategic goals and its risk management policy, also taking into account the industry in which
it operates and the characteristics of its business;
provision of maximum limits for the variable components, provided that the fixed component shall be
sufficient to remunerate the performance of the Chairman and of the CEO should the variable component
not be paid;
the parameters, economic results and any other specific objectives to which the payment of the variable
components is tied are predetermined, measurable and connected to the creation of shareholder value in
a medium/long-term time span.
In line with the approved resolution, variable remuneration, starting from 2025, is determined as 1.5% of cash
flow from operating activities, as reported in the consolidated financial statements. Any extraordinary or non-
recurring items may be subject to normalisation. The variable component, which is pre-tax and may have a
value of zero or more, may be calculated and paid in advance as an interim payment when the Board of Directors
approves the Group's half-yearly financial statements; When the Group's annual financial statements are
approved by the General Meeting, the variable component is finally determined and the balance is paid out.
Variable remuneration may not exceed a predetermined upper limit of 360% of fixed salary.
The following ESG targets, already used for top management, are adopted to determine variable remuneration
• Health & Safety – total LTIFR: lost time injury frequency rate i.e. total accidents with absence from
work (employees and contractors on site) per million hours worked;
• CO2 Emissions – Grey Cement or CO2 emissions per tonne of equivalent cement produced by the
Group's plants;
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• CO2 Emissions - White Cement or CO2 emissions per tonne of equivalent cement produced by the
Group's plants;
• Specific water consumption (cement): litres of water consumed per tonne of cement equivalent.
Each ESG objective was given equal specific weight. The annual variable remuneration may vary, according
to a scale from 1 (ESG targets not met) to 5 (ESG results achieved above the pre-set plan targets), between
90% and 120% of 1.5% of cash flow from operations, depending on actual performance on ESG targets. The
cumulative result from ESG targets will be rounded to the nearest whole number.
CUMULATIVE RESULT OF ESG OBJECTIVES
1
2
3
4
5
% CALCULATION OF FINAL
VARIABLE CONSIDERING ESG
TARGETS TO BE APPLIED TO
CASH FLOW FROM
OPERATING ACTIVITIES
1.35%
(90% of 1.5%)
1.425%
(95% of 1.5%)
1.5%
1.65%
(110% of 1.5%)
1.8%
(120% of 1.5%)
The fixed component is confirmed consistently with previous years. The fixed component proposed for the
Chairman and Chief Executive Officer is EUR 1.8 million per year before taxes, payable on a monthly basis.
The following is the historical trend of the pay mix, i.e. the percentage weight of the various components of
remuneration in relation to annual total compensation (excluding benefits):
As the Chairman and CEO expresses the will of the Company’s controlling shareholders and is a shareholder
himself, there is an alignment of the interests of the Executive Director with the interest of all shareholders and
stakeholders of the Company, consequently there is therefore no need for an additional medium or long-term
incentive plan.
Remuneration of Non-Executive Directors
The remuneration of Non-Executive Directors is not tied to the Group’s economic-financial results or based on
short or medium-term incentive plans or based on financial instruments.
The Remuneration of Non-Executive Directors proposed for 2026 confirms the structure and the order of
magnitude defined in previous years.
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The annual remuneration for Non-Executive Directors consists of:
- a fixed annual allowance of EUR 5,000 determined for all Directors (see letter A above);
- an attendance fee of EUR 1,000 per board meeting, determined for all directors (see letter A above).
Remuneration of Committee members
In addition to the remuneration of Non-Executive Directors, the Remuneration Policy provides for an additional
remuneration for the participation in board committees (currently Audit Committee, Remuneration and
Nomination Committee and Sustainability Committee), differentiated according to the time and effort dedicated
to the performance of the tasks of these committees.
Specifically, it:
- an annual remuneration of EUR 30,000 for each position held by the Non-Executive Directors as
Chairmen of the Committees;
- an annual fee of EUR 20,000 for each position held by the Non-Executive Directors as members of
the Audit Committee and Remuneration and Nomination Committee;
- an attendance fee of EUR 1,000 for each meeting of the Sustainability Committee attended in person
or via teleconference by Non-Executive Directors.
Short-Term Incentive and Long-Term Incentive Schemes
In addition to the remuneration described above for Executive and Non-Executive Directors, Cementir Holding
NV adopts, for the managers within the Company, a compensation scheme that includes a variable component
aimed at creating value for its Stakeholders, achieving ever-improving performance levels within the
sustainable value creation structure that is the Company’s true objective.
Short-term variable component - STI (Short Term Incentive)
The variable component is based on a Short-Term Incentive (STI) Plan. The system assesses the performance
of the Company and of the beneficiary on an annual basis and directs the actions of the management towards
strategic objectives in line with the Group’s short-term business priorities.
The structure of the short-term incentive system was confirmed, based on the financial objectives of the Group
and/or the subsidiaries (access system Gate). In addition, objectives were defined with indicators linked to
individual performance, as well as skills related to the leadership model. Each target (corporate and individual)
is matched with a minimum performance, target performance and maximum performance level.
The Group uses a fully digitalised performance appraisal system, by means of a dedicated Performance
Management platform that also enables the management of the short-term incentive system and the related
assessment of results achieved.
The appraisal system is based on the Group’s and/or subsidiaries’ financial targets, which are the factor that
enables access (Gate) to the system. Each target will be matched with a minimum performance, target
performance and maximum performance level, correlated to the payout curve within the range 90%-120%.
Other individual objectives should be defined on the basis of indicators linked to company performance and/or
individual performance (including sustainability) specific to the role, while skills have been assessed in relation
to the organisational position of reference. The total individual performance assessment is defined according
to a rating scale ranging from 1- Unsatisfactory to 5- Exceptional and which will measure the “What” of the
objectives, but also the “How” ensuring adherence to company values.
The combination of corporate and individual objectives, as well as skills will entitle to a variable bonus payment.
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For the purposes of incentivisation and the final bonus, overall performance, taking into account the entry gate
and performance results, cannot be less than 60%.
The structure and weighting of the various objectives, which is standardised at the Group level, is shown in
the following table:
30% Weighting 70% Weighting
Group targets Individual targets 80%
• Economic-Financial Targets (Gate)
o EBIT (20%)
o NCF (10%)
• Targets based on Operational Projects/Results and sustainability of
earnings
• Organisational Development and Growth Targets
Cementir Leadership Competencies Model 20%
In order to encourage managers to pursue their annual budget targets, the short-term incentive plan is
addressed to managers within the Group with exactly the same scheme as described above. Target incentive
levels expressed as percentages of fixed remuneration, depend on the responsibility and complexity of the
role covered, whilst maintaining a single structure throughout the Group.
Medium/Long Term Incentive – LTI
The LTI plan is intended for Key Executive and a selected group of managerial staff, chosen from those who
have the greatest impact on the Group’s medium/long-term results.
As the CEO is also a major shareholder, he does not participate in this plan.
The LTI plan consists of three-year cycles based on the medium/long-term performance of the Group in relation
to the existing Business Plan, and it has the following aims:
Incentivise the aforementioned Key Executives to achieve the objectives set out in the Business Plan;
To converge the interests of Key Executives with those of shareholders to create sustainable
medium/long-term value;
To introduce a motivation and retention plan.
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The LTI also provides for the annual award of the right to receive a monetary performance bonus measured
over a three-year period, in line with the company’s medium-term strategic planning (vesting period).
Bonus opportunities for recipients differ and amount to either 30% or 40% of the annual gross remuneration to
be awarded upon achievement of the target
; the incentive payable at the end of the accrual period is determined
on the basis of the performance achieved and varies from 50% to 130% of the value of the bonus
.
This incentive may rise to up to 52% (the “cap”) of gross annual remuneration upon achievement of levels of
performance higher than the target levels.
Performances below the target will see a reduction in the bonus of up to 15% of gross annual salary, when a
performance threshold is reached
.
No bonus will be awarded if the results are below the threshold.
The award of the bonus depends on two performance conditions being met. These conditions operate
separately, and each have a weighting of 50% in the calculation of the bonus:
Three-year cumulative Free Cash Flow
Three-year cumulative EBIT
The threshold, target and maximum amount are set in line with the Company’s medium-term business plan.
Clawback and malus clauses
A clawback clause applies to both the LTI and the STI. This allows the Board of Directors to ask the
beneficiaries to return all, or part of the bonuses paid if they find that the performance targets were achieved
on the basis of inaccurate or untrue data.
During 2025, no clawback clause was applied as no case occurred that required it.
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Director's Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 91
1.2.3 Criteria used in assessing performance targets underlying the award of shares, options, other
financial instruments and variable pay components
The criteria used in assessing performance targets is based on the financial results of the Group. For more
information, refer to the contents of paragraph 1.2.2 above.
1.2.4 Information on the alignment of the Remuneration Policy and the pursuit of the Company’s long-
term interests and risk management policy
As described above, the Remuneration Policy, inspired by the principles described in paragraph 1.2.1 above,
pursues the objective of creating sustainable value over the medium to long-term, for the Company and its
shareholders.
Therefore, the remuneration of Executive Directors and key executives is structured so as to:
ensure that the overall remuneration structure is adequately balanced between fixed and variable
components, with the aim of creating sustainable value over the medium to long-term, for the Company;
coordinate the variable remuneration with the achievement of operational and financial targets, in line with
the creation of value over the medium to long-term and the actual results achieved by the Company;
ensure that overall pay levels reflect the professional value of individuals and their contribution to creating
sustainable value over the medium to long-term.
For Non-Executive Directors, please refer to paragraph 1.2.2.
In order to achieve challenging Group strategic objectives, the Board approved a compensation plan for the
Company's executives to create value for its stakeholders by achieving increasingly better performance levels
within the sustainable value creation structure that represents the ultimate goal pursued by the Company. The
three-year cycles of the LTI plan are based on the medium/long-term performance of the Group in relation to
the existing Business Plan. The sustainability objectives were approved and included in the short-term
incentive and in the three-year business plan.
Metrics and targets, with particular reference to short-term ones, are being continuously assessed and
monitored, with a view to a progressive improvement path to ensure an ever-increasing alignment between
strategy, sustainability and incentive systems.
1.2.5 Vesting period, deferred payment schemes, indication of deferment periods and criteria used to
determine them, as well as ex-post adjustment mechanisms and information about clauses on the
inclusion of financial instruments in the portfolio after acquisition, with details of the holding periods
and criteria used to determine them
The Company has not adopted any Remuneration Plan based on shares or any other financial instruments
nor does it award shares or other financial instruments as variable performance-based pay components. In
addition, no clauses were determined for the retention in portfolio of financial instruments after their acquisition,
meaning clauses that include the obligation of non-portability on a relevant portion of the shares awarded.
1.2.6 Policy on indemnities applied after termination of contract or resignation
In general, for all Directors, there shall be no (i) indemnities in case of resignation or revocation without just
cause or non-renewal, (ii) agreements prescribing the allocation or continuation of non-monetary benefits in
favour of persons who have resigned from their office and, (iii) consulting agreements with the Directors for a
period following termination of their employment.
Director's Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 92
In relation to the above, it should be noted that the Chairman and CEO is one of the main shareholders of the
Company and that the remuneration of the other Directors takes the form of a participation fee and a fixed
annual remuneration of a limited amount for each Director, thus limiting the risk of any claim relating in any
way to the termination of the office of director and, in any case, the corresponding amount.
Directors that have an employment relationship with the Company or its Subsidiaries must comply in any case
with current provisions related to Collective Labour Agreements for the termination of their employment
relationship, in accordance with the legal procedures and requirements.
Where necessary, the Company may request the signature of a non-competition agreement by an outgoing
Director, which includes the payment of an indemnity related to the terms and extension of such obligation.
The breach of this agreement will determine the refusal to pay the indemnity or its reimbursement, as well as
an obligation to damage compensation for an agreed amount (i.e. the double of the agreed indemnity).
If employment with the Company is terminated for reasons other than just cause, efforts will be made to reach
a termination agreement. Subject in any case to the obligations set out by law and/or by the employment
agreement, the arrangements for the termination of employment with the Company are tailored on the basis
of the relevant reference benchmarks and within the limits defined by courts and practice.
1.2.7 Information about insurance coverage, welfare or pension provision
In line with best practices, a Directors & Officers (D&O) Liability insurance policy covering the liability of the
Board of Directors towards third parties has been taken out.
In case of employment relationship with the Company, pension or welfare provision are in line with the practices
applied for managers of the Company.
1.2.8 Information about the use of benchmark pay policies from other companies
The Remuneration Policy was devised by the Company without using as reference the policies of other
companies. However, as part of the annual review prior to the preparation of the 2022 Remuneration Policy, a
specific benchmark activity was carried out relating to the remuneration of non-executive directors using the
information available in the remuneration reports published by companies considered comparable and which
is also valid for subsequent remuneration policies, including the Remuneration Policy for 2026.
The current Remuneration Policy is valid 1 (one) year and is therefore revised yearly by the Remuneration and
Nomination Committee and by the Board of Directors and submitted to approval of the General Meeting.
1.3. Derogations and deviations
The Board of Directors, with the abstention, if any, of the Director concerned, on the proposal of the
Remuneration and Nomination Committee, may discretionally approve derogations or deviations from any part
of the Remuneration Policy, where there are exceptional circumstances that provide compelling reasons for
the deviation. However, such derogations may only be temporary until a new policy is adopted in the following
circumstances: (a) in the event of changes in the corporate bodies, both by composition and by number or
skills; or (b) in additional exceptional circumstances. Exceptional circumstances are circumstances in which
the deviation from the Remuneration Policy is necessary to pursue long-term interests and sustainability of the
Company and/or to ensure its profitability.
Director's Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 93
SECTION II – PAYMENTS RECEIVED DURING 2025 BY THE MEMBERS OF THE BOARD OF DIRECTORS
This section of the Report sets out the remuneration paid in 2025 to each member of the Board of Directors.
This remuneration was paid in application of the principles as set out in the Remuneration Policy.
On 10 March 2026, the Remuneration and Nomination Committee verified the correct application of the
Remuneration Policy approved in 2025.
PART I – REMUNERATION COMPONENTS
Remuneration of Directors
Fixed component
The General Meeting of 28 April 2025 approved the proposed Remuneration Policy by a large majority of
votes, assigning to all Directors, for their term of office, a fixed allowance of EUR 5,000, plus an attendance
fee of EUR 1,000 for each Board meeting they attend.
Variable component
The variable remuneration component was paid exclusively in favour of the Executive Director, who also holds
the position of CEO, in accordance with the 2025 Remuneration Policy approved by the General Meeting.
The compensation of Non-Executive Directors is not tied to the Group’s economic-financial results or based
on short or medium-term incentive plans or based on financial instruments.
Monetary and non-monetary benefits
In keeping with best practices, a Directors & Officers (D&O) Liability insurance policy covering the third-party
liability of the governing bodies has been undersigned.
Reimbursement of expenses
Directors are entitled to reimbursement of the reasonable expenses incurred because of their office on the
basis of the arrangements with the Company.
Treatment/indemnities in case of termination from office
As of the date of approval of this Report, no agreement has been entered into with any of the Directors that
implies indemnity in the event of resignation or removal without just cause or termination of the office following
a takeover bid, nor are there any agreements that provide for the transfer or continuation of non-monetary
benefits in favour of the persons who have left office; in addition, there have been no consulting agreements
with the Directors for a period after termination or agreements providing for compensation for non-compete
commitments.
Director's Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 94
Remuneration of Directors with specific duties
As of the date of approval of this report, the Directors with specific duties are:
Francesco Caltagirone Chairman and CEO
Chairman of the Sustainability Committee
Adriana Lamberto Floristan Member of the Remuneration and Nomination Committee, of
the Audit Committee of the Sustainability Committee
Annalisa Pescatori Chairwoman of the Remuneration and Nomination
Committee
Member of the Audit Committee and the Sustainability
Committee
Benedetta Navarra Chairwoman of the Audit Committee
Member of the Remuneration and Nomination Committee and
Sustainability Committee
(i) Remuneration of the Chairman and CEO
With reference to the remuneration of the Chairman and CEO Francesco Caltagirone, the General Meeting of
28 April 2025 confirmed with broad consensus the remuneration policy and remuneration already in force and
unchanged from the previous term of office, as detailed here below and in the table in 2.2.1.
Fixed component
The fixed component is EUR 1.8 million per year before taxes, payable on a monthly basis.
Variable component
The variable components for 2025 have been estimated at EUR 5,054 million, before tax. The result was
calculated as 1.5% of cash flow from operating activities.
(ii) Remuneration for participation in Board Committees
The General Meeting of 28 April 2025 approved the proposed Remuneration Policy and established an
additional annual remuneration for participation in the Board Committees in addition to that approved for the
office of Director and specifically, as detailed in the table below:
For each position held by the Non-Executive Directors as Chairman of the Remuneration and Nomination
Committee and the Audit Committee, a fixed annual compensation of EUR 30,000, before tax and any
statutory surcharges;
For the other members of the Remuneration and Nomination Committee and the Audit Committee, a fixed
annual compensation of EUR 20,000 for each office held, before tax and statutory surcharges;
for the Non-Executive Directors who are members of the Sustainability Committee an attendance fee of
EUR 1,000 for each meeting they attend.
***
Director's Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 95
Information on the compliance of remuneration with the Remuneration Policy and how the
performance criteria have been applied
In general, the practice applied by the Company is in line with the 2025 Remuneration Policy. In 2025, in fact,
there were no deviations from the 2025 Remuneration Policy.
It is confirmed that the implementation of the 2025 Remuneration Policy has contributed to the creation of long-
term sustainable value, as occurred also in previous years and to an increasing extent. The individual
objectives assigned to the recipients of variable remuneration, in fact, are closely linked to the strategic
objectives of the 2025-2027 Business Plan, which identify, among other things, the sustainability roadmap as
one of the main interests to be pursued. As regards the recipients of the STI and LTI plans, these are
objectively measurable and pre-determined targets, the achievement of which influences variable
remuneration to the extent they have been achieved. As for the Directors, the Remuneration Policy provides
for a variable component for the Executive Director only, who is also the representative of the majority
shareholder and himself a substantial shareholder. This determines the implicit and automatic coincidence of
the interests and objectives of the Executive Director with those of all shareholders, including minority
shareholders, of the Company and, ultimately, the creation of long-term value.
Director's Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 96
PART II – COMPENSATION PAID IN FINANCIAL YEAR 2025
Compensation paid to the members of the Board of Directors.
The table below shows the compensation paid in the 2025 financial year, for any reason and in any form, by the Company. There is no compensation paid by
subsidiaries of the Cementir Group to the members of the Board of Directors. It should be noted that the remuneration paid in the affiliates is disclosed within the
context of the report on remuneration of the parent company Caltagirone S.p.A., published in accordance with the provisions of law applicable to listed companies, to
which reference should be made.
Director's Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 97
YEAR 2025
(EUR ’000) Fixed Remuneration
Variable
compensation
(non-equity)
Non
monetary
benefits
Other
remuneration*
Total
Percentage of fixed and variable
remuneration
Director's name, position
Attendance
fee
Board of
Direc to rs
Remuneration
approved by the
Shareholders'
Meeting or the
Board of
Dire cto rs
Compensation
fro m
employment
Compensation
fo r
participation
in c om m ittee s
Committee
Attendance
Fee
Bonuses and
other
incentives
BOARD OF DIRECTORS
Francesco Caltagirone, Chairman of the Board
of Directors and CEO***
5 1.805 80
5.054 17 6.961
73% variable remuneration
27% Fixed Remuneration
Alessandro Caltagirone, Non-Executive
Director and Vice-Chairman
2 5
7 100% fixed remuneration
Azzurra Caltagirone, Non-Executive Director
and Vice-Chairman
4 5
9 100% fixed remuneration
Saverio Caltagirone, Non-Executive Director 5 5
10 100% fixed remuneration
Fabio Corsico, Non-Executive Director* 2 5
260 267 100% fixed remuneration
Annalisa Pescatori, Independent Non-Executive
Director, Chair of the Remuneration and
Nomination Committee, member of the Audit
Committee and the Sustainability Committee
5 5 50 2
62 100% fixed remuneration
Benedetta Navarra, Independent Non-Executive
Director, Chair of the Audit Committee, member
of the Remuneration and Nomination Committee
and the Sustainability Committee
5 5 50 2
62 100% fixed remuneration
Adriana Lamberto Floristan, Senior Non-
Executive Independent Director, member of the
Audit Committee, member of the Remuneration
and Nomination Committee and the Sustainability
Committee
5 5 40 2
52 100% fixed remuneration
KEY MANAGEMENT
Key Executives:** 4.416
2.234 477
7.126
31% variable remuneration
69% Fixed Remuneration
TOTAL: 33 1.840 4.496 140 6
7.288 493 260 14.556
* Consultancy contract
** Including Group COO, Group CFO, Heads of Region and Business Unit Managing Directors
** Also holds the position of Chairman of the Sustainability Committee for which he receives no remuneration
Director's Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 98
YEAR 2024
(EUR ’000) Fixed Remuneration
Variable
compensation
(non-equity)
Non
monetary
benefits
Other
remuneration*
Total
Percentage of fixed and
variable remuneration
Director's name, position
Attendance
fee
Board of
Direc to rs
Remuneration
approved by
the
Shareholders'
Meeting or the
Board of
Dire cto rs
Compensation
fro m
employment
Compensation
fo r
participation
in c om m ittee s
Committee
Attendance
Fee
Bonuses and
other
incentives
BOARD OF DIRECTORS
Francesco Caltagirone, Chairman of the
Board of Directors and CEO***
4 1,805 80
5,422 18 7,329
74% variable remuneration
26% Fixed Remuneration
Alessandro Caltagirone, Non-Executive
Director and Vice-Chairman
4 5
9 100% fixed remuneration
Azzurra Caltagirone, Non-Executive Director
and Vice-Chairman
5 5
10 100% fixed remuneration
Saverio Caltagirone, Non-Executive Director 5 5
10 100% fixed remuneration
Fabio Corsico, Non-Executive Director*
4 5
260 269 100% fixed remuneration
Annalisa Pescatori, Independent Non-Executive
Director, Chair of the Remuneration and
Nomination Committee, member of the Audit
Committee and the Sustainability Committee
5 5 50 3
63 100% fixed remuneration
Benedetta Navarra, Independent Non-
Executive Director, Chair of the Audit
Committee, member of the Remuneration and
Nomination Committee and the Sustainability
Committee
5 5 50 3
63 100% fixed remuneration
Adriana Lamberto Floristan, Senior Non-
Executive Independent Director, member of the
Audit Committee, member of the Remuneration
and Nomination Committee and the
Sustainability Committee
5 5 40 3
53 100% fixed remuneration
KEY MANAGEMENT
Key Executives:** 4,358
1,948 488
6,795
29% variable remuneration
71% fixed remuneration
TOTAL: 37 1,840 4,439 140 9
7,370 506 260 14,601
* Consultancy contract
** Including Group COO, Group CFO, Heads of Region and Business Unit Managing Directors
*** Also holds the position of Chairman of the Sustainability Committee for which he receives no remuneration
Director's Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 99
Stock options assigned to the members of the Board of Directors, to general managers and to the
other Key Executives.
There are no stock-option plans for members of the Board of Directors nor for sake of completeness for the
General Manager, other Key Executives or employees of the Company.
Incentive plans based on financial instruments, other than stock options, for members of the Board of
Directors, General Managers and other Key Executives.
There are no incentive plans based on financial instruments other than stock options (restricted shares,
performance share, share plan, etc.); for members of the Board of Directors, nor for sake of completeness for
the General Manager, other Key Executives or employees of the Company.
During the year, the Group did not grant any new loans to Directors while it has a loan receivable for a loan to
a Key Executive as at 31 December 2025.
The following table shows a comparison of the total remuneration of Directors over the last five years, based
on Cementir Holding N.V. Directors in office as at 31 December 2025.
Board of Directors (thousands of Euro)
2025 2024 2023 2022 2021
Francesco Caltagirone, Chairman of the Board of Directors and
CEO
6.961
7,329 6,277 5,576 5,213
Alessandro Caltagirone, Non-Executive Director and Vice-Chairman
7
9 11 10 10
Azzurra Caltagirone, Non-Executive Director and Vice-Chairman
9
10 11 10 10
Saverio Caltagirone, Non-Executive Director
10
10 10 10 10
Fabio Corsico, Non-Executive Director*
267
269 271 270 270
Annalisa Pescatori, Independent Non-Executive Director, Chair of
the Remuneration and Nomination Committee and member of the
Audit Committee and the Sustainability Committee***
62
63 41
Benedetta Navarra, Independent Non-Executive Director, Chair of
the Audit Committee and member of the Remuneration and
Nomination Committee and the Sustainability Committee***
62
63 41
Adriana Lamberto Floristan, Senior Independent Director Non-
Executive Director, member of the Audit Committee, member of the
Remuneration & Nomination Committee and member of the
Sustainability Committee**
52
53 40 9
Directors leaving office in 2023 (thousands of Euro
)
2025 2024 2023 2022 2021
Edoardo Caltagirone, Non-Executive Director
2 5 8
Paolo Di Benedetto, Senior Independent Non-Executive Director,
member of the Audit Committee and member of the Remuneration
and Nomination Committee
17 50 49
Chiara Mancini, Independent Non-Executive Director and Chair of the
Remuneration and Nomination Committee and member of the Audit
Committee and the Sustainability Committee
22 62 60
Veronica De Romanis, Independent Non-Executive Director, Chair of
the Audit Committee and member of the Remuneration and
Nomination Committee and the Sustainability Committee
22 62 60
"* Include consulting agreement
** Director until 5 October 2019 and again from 21 April 2022
***Director from 20 April 2023
Director's Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 100
Company results (millions of Euro)
2025 2024 2023 2022 2021
EBIT 295,1 262.0 278.3 204.4 197.8
Average fixed remuneration of an FTE (EUR)
2025 2024 2023 2022 2021
Average fixed remuneration of an FTE
71.297 68.711 66.619
64.072
58.841
Internal pay ratio
The internal pay ratio is a relevant factor to be considered in the assessment of the definition and
implementation of the Remuneration Policy, in accordance with the Code.
The pay ratio for the Chief Executive Officer in relation to the average remuneration of all employees of Group
companies during 2025 is 98:1. This report includes the CEO’s total direct compensation during 2025 of
EUR 6,961 thousand, as reported in the table on total direct compensation, pension and other benefits in this
appendix, compared to the average compensation of all employees. The average compensation of all
employees was calculated from the numbers as reported in Note 24.
In the previous 5 years, the ratio was:
2025
2024
2023
2022
2021
Pay Ratio 98 107 94 87 89
The average remuneration of each employee is EUR 71,297, which represents the total cost of EUR 212,965
thousand for the total 2,987 employees.
As can be seen from the above figures, the internal pay ratio is represented by comparing the remuneration
of the sole Executive Director, as well as Group Chairman and CEO, with the average remuneration of
personnel of all levels operating throughout the Group. It should be noted that the Cementir Group has offices
across the world and, as well known, the geographical location has a strong impact on the rules and measures
of remuneration with a consequent influence on the following internal pay ratio.
Director's Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 101
RISKS AND UNCERTAINTIES
INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM
The Cementir Group's Internal Control and Risk Management System is defined as the set of tools,
organisational structures, procedures and company rules aimed at ensuring correct, transparent and effective
management, consistent with the Group's strategic objectives. Through a structured process of identification,
evaluation, management and monitoring of the main risks, the system ensures:
• compliance with laws and regulations;
• safeguarding of corporate assets;
• operating activity effectiveness and efficiency;
• reporting accuracy and completeness.
In accordance with the Dutch Corporate Governance Code, the company is required to maintain adequate
internal risk management and control systems. Such systems must ensure that risks relevant to business
strategy and operations are properly identified, assessed and managed. The Board of Directors is responsible
for identifying the risks associated with the strategic objectives and operational activities of the company, as
well as taking the necessary measures to manage and control these risks in a structured and effective manner.
The Internal Control and Risk Management System adopts a ‘top-down’ and ‘risk-based’ approach that starts
from the definition of the Cementir Group's Business Plan. It ensures that the main risks are identified,
assessed and monitored taking into account each business unit, to create a fully integrated risk management
process. Risks are assessed with quantitative and qualitative tools considering both the probability of
occurrence and the impacts that would be generated in a given time horizon if the risk were to occur. It also
ensures that all necessary measures are taken to control risks that could threaten the Group's assets, its ability
to generate profits or achieve its objectives.
Roles and responsibilities in risk management have been defined starting from the Company's Board of
Directors, which defines strategy, policy and risk appetite, supported by the Audit Committee and the
Sustainability Committee. In addition, management teams from the group companies are involved, with
responsibility for risk management within their area of expertise.
Below is a summary of the people and bodies involved and their responsibilities:
• The Board of Directors plays the central role, defining the Group's risk appetite, the nature and level
of risk. In addition, it carries out an assessment of the risks related to climate change ensuring the
constant compatibility of management and strategic objectives.
• The Audit Committee and the Sustainability Committee (corporate bodies relevant in the risk
definition process) support the Board of Directors, subject to a favourable opinion, in the definition and
management of risks;
• CEO & Chairman: implements the general guidelines of the Board of Directors, ensuring the
identification, management and monitoring of the main risks;
• Risk owners, the first level of control, are primarily responsible for internal control and risk
management activities;
• Finally, Risk Management and Internal Audit are the main responsible for the internal control and
risk management system (second and third level of control). They are responsible for verifying that the
Internal Control and Risk Management System is functioning and adequate with respect to the size
and operations of the Group, verifying, in particular, that the Management has identified the main risks,
that they have been evaluated in a consistent manner and that the appropriate mitigation actions have
been defined and implemented.
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The Cementir Group's Internal Control and Risk Management System is integrated into the Group's
organisational, administrative, accounting and governance structure and has been prepared on the basis of
the principles laid down by the Enterprise Risk Management - Integrated Framework, an international standard
developed by the Committee of Sponsoring Organizations of the Treadway Commission (COSO Report), also
ensuring greater detail in the identification of the risks of the companies and Group and integration with the
results of the Audit activities. The methodology followed involves an iterative process consisting of the following
steps:
• Risk identification: the process starts with the definition of the Industrial Plan and focuses on the
main risks that could compromise the achievement of the Group's objectives;
• Risk assessment: for each identified risk, management gives an inherent risk assessment (in the
absence of controls/mitigation actions), in terms of probability and impact during the horizon of the
Industrial Plan, using a 5-level assessment system (scoring):
- Impact: scale from 1 (Negligible) to 5 (Extreme);
- Probability: scale from 1 (Rare) to 5 (More than Likely).
With regard to impact, three parameters are considered: economic (quantitative), operational
(qualitative), reputational (qualitative). Management at Region and Group level assesses the potential
impacts and likelihood of major risks that could have a material adverse effect on the company's current
or future operations. For sustainability and climate-related risks, the time horizon was extended to a long-
term view for the analysis of various threats that could jeopardise the implementation of the Group's
climate transition plan;
• Identification and assessment of the adequacy of the existing controls: for each identified risk, all the
controls/actions currently in place for risk mitigation are identified with the management;
• Residual Risk Assessment: taking into account the individual controls for each risk and the relative
adequacy, the residual risk is calculated by applying a uniform calculation methodology to all Group
companies;
• Identification of further actions: in the event that the residual risk is higher than the predefined level
of risk appetite, further actions are agreed with management to mitigate the risk and contain it within
acceptable levels. The initiatives are taken promptly and within budget limits, to effectively contribute
to risk mitigation;
o Risk mitigation: Mitigation strategies are defined with specific action plans for key risks;
Director's Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 103
o Reporting: reports are prepared at the company and Group level, showing the main risks and
initiatives taken by management to reduce the risks to acceptable levels;
o Monitoring: the following are reviewed periodically: existing risk assessments, assessment
parameters, and new risks can be identified if necessary.
The model, as described, subject to further and future updates, aims to provide support for the decision-making
and operational processes of the company management, so as to reduce the possibility that specific events could
compromise the Group's ordinary operations or the achievement of its strategic objectives.
To this end, the risk appetite level adopted in relation to strategic risks is consistent with the vision of creating
value, while always respecting the environment and promoting integration with local communities. In relation
to operational risks, the risk appetite level is defined on the basis of the effectiveness and efficiency targets
set by the management.
Provisions for compliance and financial reporting are different. The Group does not accept an assumption of
non-compliance risk for laws and regulations (including those relating to safety), and of possible alterations to
the integrity of financial reporting.
The Cementir Group's Internal Control and Risk Management System is integrated with the Group's
Sustainability Strategy. In this perspective, from 2021 the Cementir Group launched a project aimed at
implementing the recommendations of the TCFD (Task Force on Climate-Related Financial Disclosure) and
from 2025, of the TNFD (Task Force on Nature-Related Financial Disclosure), adopting a transparent approach
to the reporting of risks and opportunities related to climate change and nature. The identification, assessment
and effective management of climate and natural risks and opportunities are fully integrated into the Group's
Enterprise Risk Management process. In 2022, to further strengthen its climate change disclosure, the Group
engaged Standard & Poor’s (S&P) to assess physical and transition climate risks and to develop scenario
analyses to support the implementation of the TCFD guidelines. The analysis showed a level of full compliance
with the eleven recommendations provided for by the TCFD, with an overall score of 100%, confirming the
completeness and transparency of the Group's disclosure. During 2025, the Holding also collaborated with an
external consultant to integrate the principles of TNFD into its risk management system.
TCFD and TNFD are the main frameworks adopted by the Group to ensure an increasingly robust, consistent
and sustainability-oriented reporting system. For more details, see paragraph “Main risks to which the group
is exposed” and chapter E4-CSRD.
In relation to accounting and financial reporting, the existing Internal Control System ensures its accuracy and
completeness through constantly updated administrative and accounting procedures.
Furthermore, as part of the compliance activities with the COSO structure, during the year, the Internal Audit
function carries out audit activities on the aforementioned procedures to ascertain that the provided key
controls are being correctly applied by the involved company structures. The assessment of the internal control
system on financial reporting provided for by Cementir Group procedures was carried out based on this activity.
On the basis of the activity carried out by the Internal Audit department and the related results, the Audit
Committee assessed the Internal Control and Risk Management System as adequate, effective and
appropriate for dealing with business, operational, environmental, financial and compliance risks.
Since October 2023, the Group has launched the strategic initiative for the digitalisation of Risk Management,
aimed at improving the resilience of the organisation by leveraging advanced technological solutions,
simplifying data-driven risk assessments and implementing real-time monitoring capabilities, promoting a
proactive and agile approach to risk mitigation across all business functions. Starting from 2024, the Risk
Management process of the individual subsidiaries is conducted solely and exclusively using the new platform.
In 2025, the Internal Control and Risk Management System was further strengthened through the introduction
of a second annual update cycle of the ERM model.
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If in previous years the analysis was carried out only once a year, from 2025 the process provides for two
semi-annual checks, in order to ensure a more timely alignment with the Business Plan and to intercept any
changes in the risk profile with greater timeliness.
RISK CATEGORIES
The Group is exposed to a number of risks, opportunities and uncertainties. The risk library forms the basis of
the business risk and opportunity assessment process.
In 2025, the library included 121 risks. The most relevant risks, together with their classification in the strategic,
operational, compliance, financial and sustainability categories, have been organised in such a way as to
facilitate the identification of the main risk categories that may have a significant impact on the Group.
The following table provides a non-exhaustive example of key business risks.
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INTERNAL CONTROL SYSTEM FOR FRAUD RISK MANAGEMENT
The potential risk of fraud is linked to intentional acts perpetrated by deception by one or more members of
management, those responsible for governance activities, employees or third parties, in order to obtain
unlawful advantages. Fraud, whether false financial reporting or misappropriation of company assets, implies
the existence of incentives or pressure to commit it and the perception of an opportunity to do so.
The intrinsic nature of the Group's business introduces potential vulnerabilities to fraud and corruption, which
can be summarised as follows: (i) fraudulent activities in financial transactions, such as misappropriation of
funds or fraudulent invoicing; (ii) the risks of collusion or conflicts of interest extend to relationships with
suppliers, customers and employees, amplifying the potential for fraudulent activities; (iii) non-compliance with
anti-corruption laws and regulations; (iv) the theft or mismanagement of stock leading to financial loss. The
potential impact of fraud risks, if realised, can result in financial loss, reputational damage, and regulatory
consequences.
FRAUD RISK ASSESSMENT
The Group has developed a system dedicated to fraud risk management, conceived as an autonomous and
complementary process with respect to the ERM, to ensure specific monitoring of the main types of fraud,
whether they are misappropriations, corrupt acts or information manipulations. The Fraud Risk Management
Program reflects the organisation's commitment to integrity and ethics, through a dedicated fraud policy and
an active whistleblowing channel, which allows employees and stakeholders to report suspicious events
without fear of retaliation.
Starting from 2025, the Internal Audit introduced a specific Fraud Risk Assessment, distinct from the evaluation
already carried out in the audit planning phases, in order to analyse the most exposed areas in greater depth.
This activity includes the identification of fraud schemes, an assessment of their likelihood and significance
and the analysis of enabling factors according to the triangle fraud model. The review also considers reports
received through whistleblowing and cases recorded in the last twelve months, ensuring an assessment based
on up-to-date evidence. In all operational and compliance audits, including those pursuant to Law 262, the
ability of internal controls to prevent fraudulent events is also verified and, when necessary, corrective
measures are agreed to strengthen the most vulnerable processes.
The fraud risk assessment for the individual subsidiaries of the Group is carried out through the involvement of a
multidisciplinary team composed, among others, of the Finance, Procurement, Sales, Human Resources, IT,
Legal functions supported by the Group Internal Audit, which analyses internal and external factors and verifies
the effectiveness of existing controls to determine the residual risk. All information is collected in a fraud risk
matrix that guides the implementation of preventive and detective measures and subsequent monitoring.
The system is further strengthened by dedicated tools and bodies. Since 2023, the Group has been using an
whistleblowing system based on an external platform, also accessible from the institutional website.
34
The Ethics
Committee, appointed by the Board of Directors, examines the results of the investigative activities carried out
by the Internal Audit on a quarterly basis, verifies the implementation of disciplinary measures and reports
regularly to the Audit Committee and the Board of Directors. An important role is also played by the use of data
mining tools such as Celonis, which allows to intercept anomalies and irregular patterns in transactions, and by
the segregation of duties, adopted as an operational practice, to further mitigate the risk of fraud.
Thanks to the set of preventive, investigative and corrective measures adopted, the system makes it possible
to significantly reduce vulnerability to fraud and corruption, ensuring effective monitoring and continuous
improvement.
34
https://www.cementirholding.com/it/whistleblowing
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MAIN RISKS TO WHICH THE GROUP IS EXPOSED
The main types of risks and opportunities to which the Group is exposed are described below.
STRATEGIC RISKS
UNCERTAIN OUTLOOK
Risk Description
The global macroeconomic environment directly impacts the company’s performance. Operating
across both mature and emerging markets amplifies volatility and increases the Group’s exposure
to changing market conditions.
Cement, the company’s core product, is closely tied to economic growth and therefore highly
sensitive to any economic fluctuations. Additionally, the construction sector, which drives cement
demand, is inherently cyclical, further influencing business results.
The recent slowdown in the sector is primarily attributable to the following factors:
• Persistent Inflationary Pressures: Inflation has eased but remains a concern. Global
inflation is forecast to decline to around 3.4% in 2026, with advanced economies
nearing 2%, while emerging markets stay higher.
• Market Outlook for 2026: All key markets where the Group operates are expected to
face moderate growth.
• Global Growth Projections: worldwide growth is forecast around 3% in 2026. The
United States is expected to grow by 1.7%, while Europe anticipates modest growth
of around 1.1%.
• Political and Geopolitical Uncertainty: National and international uncertainties, due to
both election at local level and conflicts at international level, posing a direct impact
on supply chains and logistics (specific risk linked to this aspect at slide 14);
• Shift in European Government Spending Priorities: Increased allocations to defense
budgets have come at the expense of infrastructure investments, reducing demand
for construction materials.
• Intensified Market Competition: A surge in supply has led to heightened competitive
pressure compared to previous years.
• China’s Economic Slowdown: China’s deceleration poses a significant risk to global
output growth.
•
Restrictive U.S. Policy Measures: The introduction of import duties and tighter
monetary conditions in the U.S. may further constrain global trade dynamics.
Impact
Potential impact on sales volumes and prices.
Mitigation Strategy
The Group :
•
actively monitors the market
conditions in order to anticipate any
adverse scenario;
• maintain a strict cost discipline and
stable pricing to preserve a high
contribution margin;
• Robust annual budgeting and review;
• establish long-
term contracts to
secure favorable logistic and energy
costs;
• optimize Group’s portfolio for growth
(please refer to slide 32 for the
opportunity of low-carbon products) by
increasing the profitable low-carbon
solution.
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GEOPOLITICAL RISK
Risk Description
The Group operates across five continents and is exposed to both global and local
political risks. Geopolitical instability in certain countries where the Group is present, such
as Türkiye and Egypt, may disrupt business operations and demand. Failure to anticipate
and adapt to worldwide geopolitical changes could increase the Group’s exposure to
economic, social and political instability, with potential repercussions on stakeholders and
company assets. This risk is further amplified by logistical challenges and the reliance on
sea routes essential for the Group’s operations.
Current geopolitical tensions, notably the ongoing conflicts in the Middle Eastern states and
the prolonged Ukraine - Russia war, remain key drivers of global instability. Despite
diplomatic efforts and the involvement of major economies, including the United States, a
comprehensive resolution appears unlikely in the near term.
Given the strategic locations of these conflicts, the impacts on the global economy and on
the Group, are significant and expected to include:
• Market uncertainty and volatility;
•
Likely increases in transportation and logistics costs, affecting Group’s
procurement and sales processes;
• Export restrictions due to sanctions, reducing Group’s export volumes;
• Higher oil prices could slow down the global economy and drive inflation upper;
• Heightened social instability.
Impact
Impact on the Group’s business results of operations and financial condition
Mitigation Strategy
•
Continuous monitoring of the
environment, mainly focused on the
critical political/institutional
developments and regulatory
aspects which can potentially affect
the business, but the geographical
differentiation helps to limit the
exposure to any particular market
and currency.
• Alternative markets.
FINANCIAL RISK
CURRENCY EXCHANGE RISK
Risk Description
The Group operates across ten different currencies and fluctuations in exchange rates can
significantly affect its business performance, operational results and financial position.
Among these, the Turkish Lira (TRY) and the Egyptian Pound (EGP) have experienced
substantial depreciation in recent years.
• Turkish Lira: continues to face depreciation pressure against major currencies,
amounting to around 28% compared to previous year (September 2024: €/TRY
38.27 – September 2025: €/TRY 48.83). In March 2024, the Turkish central bank
raised its rate to 50%, to prevent a further devaluation, marking a change in
course after two years of monetary easing in which the key policy rate had been
cut to 8.5% from 19%. Starting from April 2022, the Turkish economy is classified
as hyperinflationary, as per the criteria outlined in "IAS 29 - Financial Reporting
in Hyperinflationary Economies“.
• Egyptian Pound: has depreciated in value over the past year, weakening by
about 4% against the Euro (September 2024: €/EGP 54.04 - September 2025:
€/EGP 56.07) after a drop by more than 50% on March 2024.
These adverse currency movements have negatively impacted and will continue to impact
the Group’s consolidated results. The situation is further compounded by U.S. dollar
volatility and depreciation experienced during last year, as both currencies are closely
linked to the dollar, which remains a key driver of their trends.
Impact
Adverse changes in the exchange rates might negatively affect Group’s profits
Mitigation Strategy
• The Group carries out continuous
currency monitoring in order to catch
opportunities with hedging
transactions.
•
To mitigate potential losses, the
Group minimizes the balance of
bank accounts in local currency and
translates liquidity in hard currency.
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OPERATIONAL RISKS
HEALTH AND SAFETY
Risk Description
The Group operates in an industry with inherent health and safety risks, including activities
such as operating heavy vehicles, working at heights, entering confined spaces and
managing energized equipment. The potential failure of ensuring safe workplaces for
employees, contractors and third parties could lead to a deterioration in the Group’s safety
performance, regulatory sanctions, and potential legal liabilities. Maintaining a strong health
and safety culture and preventing workplace incidents are fundamental strategic priorities
for the Group. However, despite robust controls and preventive measures, incidents or
accidents may still occur due to unsafe behaviors or conditions. Such events could result
in serious health consequences for workers and disruptions to production processes.
In 2025, the Group reaffirmed its strong commitment to health and safety. Over the past
year, significant progress has been achieved in key health and safety indicators, driven by
the implementation of the Group’s Roadmap focused on raising awareness, fostering
worker involvement, and reinforcing internal procedures. These results reflect the
effectiveness of the strategy and the dedication to creating a safer workplace. At the same
time, the Group acknowledges that awareness is not yet fully consistent across all regions
and remains committed to extending best practices and enhancing engagement globally.
Impact
A relevant incident or accident could affect workers, disrupt operations, harm financial
performance and damage the Group’s reputation.
Mitigation Strategy
• Strengthen Group safety culture
through the sharing of good
practices (e.g., Group guidelines on
H&S management, monitoring and
reporting processes, operational
standards) and the adoption of
common rules (e.g., Golden Rules
of Safety), with a strong focus on
prevention driven by leadership and
awareness, starting from managers
as key promoters of safe behaviors.
• Periodic risk assessment by all
plants to eliminate or mitigate risks
(yearly action plans);
• Group monitoring of H&S
performance and on the efficiency
of corrective actions;
• Improvement in prevention
monitoring & reporting through
common “leading indicators”;
• Regular verification on the
effectiveness of key H&S processes
across all plants;
• Cementir’s certification program:
ISO 45001 for all cement plants
(achieved in 2025) and for all RMC
business (within 2027);
• At the end of 2025, the Group HSE
launched and began the full
implementation of a unified, cloud-
based Group platform (Enablon) to
streamline control of work (work
permits and isolation management),
event management, inspection
management, action plans
management;
• Variable pay of managers based on
H&S indicators and overall
performance.
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INFORMATION TECHNOLOGY AND CYBERSECURITY
Risk Description
Digital transformation is driving disruptive changes across the working environment that
enable the Group to increasingly leverage on industrial automation and artificial
intelligence, offering opportunities to enhance business processes and improve efficiency.
The Group is increasingly relying on Information Technology and specifically on Cloud
services to manage and support its operations but also in the relationships with suppliers
and customers. This trend rise the company’s exposure to the potential risk of unavailability
of critical IT systems and the loss or manipulation of data or data theft (including confidential
information) resulting from cyber attacks, data breaches, computer malware, infrastructure
and/or network outages, natural disasters or human error.
In recent years, the frequency, complexity and impact of cyber-attacks have grown
compared to the past. This challenging context is further exacerbated by geopolitical
instability, which introduces cybersecurity as a potential weapon and amplifies security
concerns.
To address these risks, the Group is implementing robust measures aimed at prevention,
detection and mitigation, including advanced monitoring systems, strengthened
governance and employee awareness programs.
Looking ahead, Information Technology will remain a key strategic driver for the Group,
which will inevitably increase exposure to related risks.
Impact
Fraud, Data losses, GDPR (General Data Protection Regulation) impact, Privacy Violation,
business disruption, reputational damages.
Mitigation Strategy
Cementir Group IT Department is
constantly implementing and upgrading
multiple initiatives and solutions to
enhance the protection against
cybersecurity threats. The Cementir
Group Cyber Security Program is
structured in a three-year plan, updated
and reviewed on a yearly basis, that
provides different areas of action with
different priorities.
The following are a snapshot of some of
the activities being addressed and
implemented:
• Redundant Data Centers;
• Backup and recovery
procedures;
• Cyber Risk assessment;
• Data Management;
• Cyber Security Organization;
• Vulnerability and fixing cycle;
• Process Control Network
(PCN) securitization;
• Extended Detection and
Response (XDR);
• Privileged accounts
management;
• Networking Cyber Security
through SASE;
• SOC - Security Operations
center;
• Continuous Security training
and phishing campaigns;
• Application Management
controls;
• Cyber Security Incident
Response Plan;
• Installment of formal controls
on IT processes;
• Data Loss prevention;
• Cyber Security rating
Program;
• Ethical hacking activities.
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TALENT, ATTRACTION AND RETENTION MANAGEMENT
Risk Description
Talent Management is a critical priority for every company, requiring careful oversight to
mitigate potential risks that could impact business performance.
In the cement sector, this challenge is even greater as the industry is perceived as less
attractive compared to others, making it difficult to attract younger generations who are
more oriented toward dynamic and appealing industries.
This is compounded by an aging workforce, increasing the risk of significant retirements
and potential shortages of qualified personnel.
Key roles require specialized technical skills that are difficult to source, especially in remote
plant locations, threatening operational continuity and business objectives.
Additionally, evolving workforce expectations, such as greater emphasis on work-life
balance and emerging opportunities like AI-driven role reallocation require proactive
adaptation. Effective succession planning, talent acquisition and alignment with new work
models are essential to ensure strategic execution and long-term competitiveness.
Impact
Failing to attract, manage and retain workers, as well as plan for leadership succession,
may compromise the achievement of company’s strategic objectives.
Mitigation Strategy
The Group promotes its attractiveness
to new talents and the engagement of
all employees through strong and
clarified communication.
In 2024, the Group conducted its latest
Global Survey ‘Your Voice’ achieving
an employee participation rate of 98%.
Action plans derived from the survey
results were implemented throughout
2025. Looking ahead, in 2026 the
Group will launch a new Group People
Survey, in line with established internal
procedures.
Among the initiatives launched by the
Group to mitigate the risk there is also:
• The launch of two initiatives: the
Talent Management program and
the first edition of the Middle
Management program launched
in 2025 and will continue through
2026.
• Continuous training (e.g. Linkedin
learning, Cementir Academy);
• Specific actions related to the
internal communication, employer
branding (e.g.,, ‘Best Place to
Work’ certificate both in Egypt
and Turkiye) and relation with
local institutions, schools and
university;
• Leadership Program in the
biggest subsidiaries of the Group
(Aalborg Portland, CCB and
Cimentas);
• Ongoing and constructive
relationships with Unions, that
represent certain employees
under collective agreements;
• Promotion of international mobility
for the talent development
strategy;
• Continuous work on the
succession plan to ensure
continuity after retirement;
• Overseeing the quality of
deployment of HR processes in
all the subsidiaries.
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CLIMATE CHANGE
In this context of increasing attention by the financial community to the environmental performance of the sector,
the cement industry's ability to reduce CO₂ emissions and demonstrate a credible approach to climate change
assumes a central role in stakeholder assessments. Consistent with this reference scenario, the Cementir Group,
starting in 2021, conducts a systematic monitoring of the risks and opportunities related to climate change,
evaluating its evolution in the light of the transition scenarios and physical variables defined by the TCFD
recommendations.
For more details on the scenarios used, please refer to what is described in Sustainability Statement 2025.
Physical variables include:
a. Acute risks: related to the occurrence of extreme climatic events of high intensity, such as cyclones,
hurricanes or floods. These phenomena generally have a low frequency in the short term, but show
an increasing trend in the long term according to the available climate scenarios.
b. Chronic risks: attributable to gradual and persistent changes in climate patterns, such as higher
average temperatures maintained over time, which can lead to sea level rise or recurrent heat waves.
The analysis of climate risks and opportunities is carried out over three-time horizons: the short term (1–3
years), linked to the implementation of the Business Plan; the medium term (until 2030), in which the expected
effects of the energy transition are manifested; and the long term (until 2050), in line with the Group's objective
of achieving net zero emissions along the entire value chain. As envisaged by the TCFD framework, the
disclosure process will evolve gradually, with increasing levels of detail and insight over the years.
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CHRONIC AND ACUTE PHYSICAL PHENOMENA:
The Group’s plants are located in locations with overall moderate levels of physical risk over the time horizon
to 2050, as shown in the following table.
Status as at 2025
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Status at 2050
At a strategic level, the Group’s geographical diversification guarantees a high degree of resilience. The Group
adopts structured business continuity management processes that ensure an adequate level of plant
maintenance, in order to limit and/or reduce damage to corporate assets and guarantee the resilience of the
business and the restoration of operations in the event of force majeure events.
In some operational areas (Belgium, Türkiye and Egypt) there is also a significant exposure to water stress,
which is subject to constant monitoring and management.
Facilities 2025 2030 2050 2080
Belgium - Gaurain EXTREMELY HIGH EXTREMELY HIGH EXTREMELY HIGH EXTREMELY HIGH
Denmark - Aalborg LOW LOW LOW LOW
Türkiye - Izmir EXTREMELY HIGH EXTREMELY HIGH EXTREMELY HIGH EXTREMELY HIGH
Türkiye - Trakya LOW - MEDIUM LOW - MEDIUM LOW - MEDIUM LOW - MEDIUM
Türkiye - Kars MEDIUM - HIGH N/A N/A N/A
Türkiye - Elazig LOW - MEDIUM LOW - MEDIUM MEDIUM - HIGH MEDIUM - HIGH
Egypt - Al Arish ARID ARID EXTREMELY HIGH EXTREMELY HIGH
Malaysia - Ipoh LOW LOW LOW LOW
China - Anqing LOW - MEDIUM LOW LOW LOW
USA - Waco LOW - MEDIUM LOW - MEDIUM LOW - MEDIUM MEDIUM - HIGH
USA - York LOW LOW LOW - MEDIUM LOW - MEDIUM
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WATER STRESS
Category
RISK I
OPPORTUNITY
Framework
TCFD
Time horizon
Medium Term
Risk Description
Water stress occurs when water demand exceeds available supply or when
poor water quality limits its usability. This risk is amplified by climate change,
population growth, and competing demands from agriculture, industry, and
municipalities. It represents a chronic physical risk that can significantly
impact operations, particularly in water-intensive sectors such as cement
and aggregates production.
The Group operates in regions exposed to water scarcity, notably Belgium,
Türkiye, and Egypt. Using the World Resources Institute Aqueduct Water
Risk Atlas and a S&P study, the Group identified sites located in areas
classified as high-risk for water scarcity, defined as regions with a baseline
water stress greater than 40%. Baseline water stress measures the ratio of
total water withdrawals to available renewable surface and groundwater
supplies, including domestic, industrial, irrigation, and livestock uses.
In cement and aggregate production, water is a critical resource, primarily
used for cooling raw materials, kiln gases and for dust suppression.
In 2025, total water withdrawals were allocated as follows: 58% for cement
production, 5% for Ready-Mix Concrete and 37% for aggregates.
Impact
Disruption of production processes, with potential downturn.
Higher costs for water sourcing.
Mitigation Strategy
The Group promotes the sustainable use
of water across all its premises. As part of
its climate commitments, the Group has
established a comprehensive water
management policy and set targets to
improve the specific consumption of water
in cement production ("water consumption
(liters) / TCE (ton of cement equivalent)").
The target foresees a 30% reduction of
specific water consumption by 2030
(baseline 2019). However, the reduction
target for specific water consumption in
high water stress areas is at 25% by 2030.
The Group is particularly focused on
maximizing water reuse and recycling,
minimizing withdrawals and consumption
(including losses) and implementing
efficient operational practices, with a
priority on regions facing the most severe
water stress.
Cementir’s certification program: ISO
14001 for all cement plants (achieved) and
for all RMC business within 2027;
Since 2022 Cementir has been a signatory
of the WASH Pledge, committing to ensure
safe access to WASH (water, sanitation
and hygiene) at an appropriate level of
standard for all employees and contractors
in all premises under its direct control,
supporting partners across its value chains
and local communities. Compliance and
progress on WASH action plans are
periodically monitored.
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TRANSITION RISKS AND RELATED OPPORTUNITIES
In recent years, the Group has strengthened its commitment to the transition to a low-carbon economy, defining
a ten-year Roadmap that guides industrial strategies and investments in a structured way.
The main risks and related opportunities related to this path are shown below.
CARBON CAPTURE AND STORAGE (CCS)
Category
RISK I
OPPORTUNITY
Framework
TCFD –
Technology
Time horizon
Medium – Long
Term
Risk Description
Technology is central to reducing the Company’s CO₂ footprint over the
medium to long term. Carbon Capture and Storage (CCS) is a cornerstone
of the Group’s strategy to achieve carbon neutrality and enable low-carbon
products. The Group is advancing CCS implementation through projects in
Denmark and Belgium.
In October 2024, Aalborg Portland, the Danish Subsidiary, received from EU
Innovation Fund the invitation to the preparation of a grant agreement of
approximately 220 million €, which was subsequently signed in March 2025.
The project, in partnership with Air Liquide, will build a carbon capture facility
designed to reduce about 1,5 million tons of CO₂
annually, with
commissioning planned for end-2029 and full operation in 2030. This
initiative supports Denmark’s goal to cut GHG emissions by 70% by 2030
versus 1990 levels.
Leveraging this experience, the Group plans to deploy CCS at its Belgian
subsidiary, CCB, starting in 2032, targeting 1.2 million tons of CO₂ per year.
Successful implementation would position the Group as a pioneer in
industrial CCS application, enhance its competitive advantage and enable
access to green-premium markets, broadening the customer portfolio.
Conversely, CCS is still at an early development stage and has yet to
demonstrate its effectiveness at full industrial scale; therefore, any
underperformance could affect the achievement of emission-reduction
targets. In addition, the success of such projects depends on several external
factors beyond the Company’s direct control—such as availability of CO₂
transport and storage infrastructure, evolving climate regulations and
supplier reliability—
which may lead to delays or additional costs. By
positioning the Company at the forefront of advanced decarbonization
technologies, CCS would strengthen access to markets with stringent
climate requirements and growing demand for low-carbon products.
On the other hand, in the absence of CCS, the Company could face reduced
access to markets with more stringent climate requirements, potential
erosion of market share and reputational drawbacks associated with not
delivering the announced project and its related CO₂-reduction targets
Impact
Completion of the Danish CCS plant will cut CO₂ emissions by 1.5 million
tons annually, while failure to deliver risks reputational damage and missed
reduction targets; successful implementation offers cost savings through
lower carbon allowance exposure and greater competitiveness in low-carbon
markets.
Mitigation Strategy
Ongoing research and innovation support
for the development of CCS technologies,
along with CAPEX and OPEX assistance
for their full industrialization.
Group’s engagement in various research
projects aimed at facilitating the
implementation of Carbon Capture and
Storage (CCS) in its operations, through
also the installation of pilot plants. With a
learning by doing approach. Thanks to
Aalborg pilot plant the company is learning
on the field on the possible impact of these
kind of technologies.
Strong project oversight both by Group
and Local management.
Partner with reputable suppliers and
technology providers with proven
expertise in CCS.
Promote and advocate for public
investments in common infrastructure.
Ongoing conversation and strict
collaboration with technology providers,
local Government and EU representatives.
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REPUTATIONAL
Category
RISK I
OPPORTUNITY
Framework
TCFD -
Reputation
Time horizon
Short Term
Risk Description
As a hard-to-abate industry, the cement sector accounts for approximately
7% of global CO₂ emissions, exposing Cementir Holding and its Group
companies to heightened scrutiny and potential climate-related litigation.
Global trends indicate a growing number of civil lawsuits against CO₂
emitters, initiated by private individuals and/or environmental organizations.
In addition to this legal exposure, the Company faces reputational risk due
to being perceived as a major carbon emitter, which could undermine
stakeholder confidence and hinder business activities.
This dynamic is further reinforced by heightened scrutiny regarding the
credibility and achievement of climate targets, the growing focus on green
claims and evolving European regulations.
While the possibility of climate-related claims cannot be entirely excluded,
strengthening preparedness and proactively managing reputational aspects
will be essential for the Company.
Impact
Potential loss of stakeholder trust and reduced attractiveness, legal
exposure with potential claims, litigation from stakeholders and pressure
from local communities.
Mitigation Strategy
Cementir is committed to ensure that its
targets are always aligned with the latest
scientific developments. Considering that,
the Group in February 2024 had its CO
2
reduction targets for the near-term (2030)
and long-term (2050) in line with the 1.5°C
Scenario validated by the Science Based
Targets Initiative (SBTi).
Robust and systematic emissions
accounting, with data subject to limited
assurance.
The Group is actively engaged with ESG
rating agencies to ensure transparency
and maintain strong communication with
all stakeholders.
POLICY EXPOSURE – EMERGING REGULATION
Category
RISK I
OPPORTUNITY
Framework
TCFD – Policy
and Regulation
Time horizon
Medium – Long
Term
Risk Description
The Group operates within a complex framework of local and international
regulations, which are evolving rapidly. Climate-related rules, in particular,
are becoming increasingly stringent and have a direct impact on the
company’s operations.
Stricter environmental requirements, given the CO₂ intensity inherent to
cement production, could lead to higher costs and greater investment needs.
Currently, 34% of Cementir’s CO₂
emissions fall under the EU ETS
regulatory framework and additional regions such as China and Türkiye are
expected to introduce similar measures soon. The speed and magnitude of
potential carbon price increases remain uncertain and will likely vary across
countries and regions. To address this, the Group has assessed risk through
multiple price scenarios—high, medium, and low—
based on projected
carbon prices and factoring in the planned adoption of Carbon Capture and
Storage (CCS) technology starting in 2030.
At the same time, the transition toward a decarbonized economy, driven by
evolving norms and regulations, is expected to stimulate demand for the
Group’s low-carbon products.
Within this changing regulatory landscape, particular attention must be given
to the Group’s export and import activities, especially in light of the
implementation of the Carbon Border Adjustment Mechanism (CBAM). The
introduction of this regulation will result in a progressive reduction of free
allowances, further impacting cost structures and compliance requirements.
Impact
New regulations are likely to increase carbon emissions costs, while
simultaneously driving higher demand for low-carbon products. This dynamic
will create pricing pressures and require a strategic reorientation of sales
approaches, particularly in export markets
Mitigation Strategy
Adherence to Group’s Sustainability
Roadmap, which aims to achieve carbon
neutrality by 2050;
Ongoing commitment and conversation
with national and international bodies;
Develop low-carbon products that comply
with the requirements of new regulations;
Monitor the evolution of regulation through
international and sector bodies (European
Commission, Governmental Authorities,
Cembureau, GCCA);
The Industrial Road Map support the
Group in becoming a resilient business
through a low-carbon economy;
Issuance of a specific Group procedure
.
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STRATEGIC DECARBONIZED MATERIAL SHORTAGES
Category
RISK I
OPPORTUNITY
Framework
TCFD – Market
Time horizon
Medium Term
Risk Description
Cement production relies heavily on the availability of specific raw materials.
In the transition toward decarbonization, this dependence shifts to alternative
materials such as fly ash and blast furnace slag. Ensuring long-term
agreements for sourcing these decarbonized materials is critical for the
Group’s success and growth.
This need is amplified by two structural challenges in Europe:
•
Declining supply of slag due to changes in steel production
processes.
• Progressive shutdown of coal-
fired power plants, which will
significantly reduce fly ash availability.
Given these trends, securing long-term contracts -
potentially including
sources from Asian markets -represents the most economical viable solution.
However, global demand for these materials continues to rise, making it
increasingly challenging to secure supply agreements and heightening the
long-term risk of shortages and rising costs.
The achievement of the Group’s sustainability targets and the planned
production mix is expected to benefit, among other factors, on the secure
availability of calcined clay. This material is critical for producing low-carbon
cement such as FUTURECEM, as it enables a significant reduction in the
clinker ratio and, consequently, CO₂ emissions.
However, several risk factors make sourcing calcined clay increasingly
challenging:
• Limited supplier base: there are few global suppliers, creating
dependency and increasing performance risk.
• Rising demand: as the market shifts toward low-carbon products,
demand for calcined clay will grow, amplifying exposure to price
volatility and supply constraints.
• Competitive pressure: competitors are actively securing sources,
including exclusive quarry rights, which further limits availability
for the Group.
Impact
Potential supply shortages, cost escalation and more challenging
achievement of sustainability targets.
Mitigation Strategy
Consistent monitoring of global raw
material reserves and identification of
critical reserves;
Long-term sourcing agreements;
Scouting for new suppliers;
Change in the product mix replacing fly
ash with similar materials available in the
market (e.g. oxytone);
R&D activities for fly ash replacement
(e.g., use of MECA clay);
Consider to secure a clay quarry source
for FUTURECEM production;
Strategic sourcing and diversification;
Strategic partnerships.
ALTERNATIVE FUEL
Category
RISK I
OPPORTUNITY
Framework
TCFD – Market
Time horizon
Medium-Long
Term
Risk Description
The Group has effectively managed its sources of alternative fuel, which
currently do not represent a significant risk. Biomass stands out as the only
source where careful monitoring is still needed to address possible future
developments.
In the medium to long term, rising demand for high‑value biomass may lead
to supply shortages and price escalation. Securing reliable sources is
strategically critical for achieving the Group’s Sustainability Roadmap and
ensuring compliance with European regulations.
Impact
Higher costs, delayed CO₂ emission reduction targets and facility upgrade
investments.
Mitigation Strategy
Secure mid and long-term agreements.
Supplier diversification.
Scouting for imported biomass materials in
alignment with ongoing R&D activities
focused on the use of alternative
materials.
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DEVELOPMENT OF LOW-CARBON PRODUCTS
Category
RISK I
OPPORTUNITY
Framework
TCFD – Market
Time horizon
Short Term
Opportunity Description
The achievement of the Group’s sustainability targets goes hand in hand with
the development and sale of low-carbon products in both cement and ready-
mix concrete. Innovation plays a crucial role in this journey, enabling the
company to remain competitive by addressing new building regulations and
monitoring products introduced by competitors.
Cementir Group produces blended cements by leveraging on the main
Supplementary Cementing Materials (SCMs) such as fly ashes, granulated
blast furnace slag and pozzolana, FUTURECEM cements, D-Carb and eco-
sustainable Ready-Mix Concrete (RMC). FUTURECEM, de
veloped by
combining limestone and calcined clay, enables a 30–
35% clinker
replacement, significantly reducing CO₂ emissions compared to traditional
Portland cement. Introduced in Denmark in 2021 and later in France and
Belgium, FUTURECEM family is expected to represent up to 40% of the
Group’s cement volumes in Europe by 2030. D-Carb is an umbrella brand
for white cement with lower carbon footprint. The first DCarb cement was
launched in 2024 in Europe. Thanks to its lower carbon footprint ( -15%)
supports industrial users in producing more sustainable finished products
while maintaining the high-performance standards of Aalborg White CEM I
52.5R. D-Carb is projected to replace Portland cement in various industrial
applications, accounting up to 60% of European sales by 2030. In parallel,
the Group is promoting an eco-sustainable RMC offering across the value
chain, enhancing circularity through recycled aggregates and reducing
emissions by incorporating low-
carbon cements. The new portfolio,
marketed under the C-Green and UNI Green brands, delivers sustainable
concrete solutions with a low carbon footprint while maintaining performance
comparable to CEM I.
Impact
CO
2
reduction emission with a saving on CO
2
costs
Mitigation Strategy
The Group is continuously developing and
introducing new products with lower CO2
emissions, capitalizing on opportunities
within the circular economy and enhancing
sustainability performance and solutions;
Promote integrated solution model to
develop more value-added solutions;
Meet customer needs along the whole
construction value chain by developing
and delivering products, solutions and
technologies that address the major
challenges of the construction business;
The Group is continuously developing and
introducing new products with lower CO2
emissions:
Increasing the use of decarbonized
material (e.g. slag);
Limestone Cement;
Fly Ash Cement;
Reduce clinker ratio by using
FUTURECEM and other new products;
Increase customer awareness on new
products through ongoing communication,
direct engagement, exhibitions and
seminars.
SCOPE 2 REDUCTION
Category
RISK I
OPPORTUNITY
Framework
TCFD
Time horizon
Medium-Long
Term
Opportunity Description
The reduction of Scope 2 emissions is one of the company’s objectives in
achieving the Group’s decarbonization goals. To accomplish this, the Group
has developed a structured strategy aimed at increasing the share of
renewable energy sources for electricity consumption. In line with this
approach, the company is evaluating the feasibility of installing both wind
turbines and solar panels to further enhance renewable energy adoption.
Starting in 2027, the Belgian subsidiary plans to install eight wind turbines
with a capacity of 7 MWh each, covering approximately 30% of its total
energy demand and representing a major step toward renewable energy
integration. This project will be supported by funds obtained through the Just
Transition Fund. Additionally, by the end of 2023, the Group signed Power
Purchase Agreements (PPAs) with Engie and EtherEnergy for the Belgian
subsidiary, CCB, further reinforcing its commitment to sustainable energy
sourcing.
Denmark has committed to sourcing 100% of its electricity from renewable
energy by 2030, reinforcing its ambition for a fully sustainable power system.
By 2025, the Danish subsidiary has already hedged 18% of its energy needs
through 2030. Furthermore, it is also committed to evaluating the installation
of wind turbines and signing Power Purchase Agreements (PPAs).
Impact
Scope 2 emissions reduction by increasing the share of electricity sourced
from renewables.
Mitigation strategy
Developing a roadmap to expand
renewable electricity across the Group
by entering new Power Purchase
Agreements and launching proprietary
projects, such as solar panel
installations and wind turbine
development.
Leverage public funding opportunities
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QUARRY WATER VALORISATION (BELGIUM)
Category
RISK I
OPPORTUNITY
Framework
TCFD
Time horizon
Medium – Long
Term
Opportunity Description
The recovery and potabilization of water, extracted during the exploitation of
the quarry of limestone in Belgium (Clypot and Gaurain) constitutes a great
opportunity for the Group. Thanks to new infrastructures developed in
collaboration with the local water provider and local authority, CCB is able to
recover water to supply the local community. This initiative allows the local
authority to close production wells and thus spare the aquifer in a high water-
stress area.
This strategic move enhances the company's resilience to future regulatory
changes, reduces the risk of conflicts with other stakeholders using the same
aquifer (e.g., villagers, customers) and contributes to the sustainable
management of water resources. It also mitigates the risk of potential
limitations on water utilization imposed by local authorities or water providers
in the future.
In Clypot, the entire system has been operational since March 2021 and
during 2024, 1,499 megaliters of water were successfully recovered, treated,
and delivered to the public distribution as potable water. Additionally, in 2024
the project began supplying 139 megaliters of water from the former Gaurain
quarry. An increase in water recovered from the Gaurain quarry is expected
in the coming years.
Impact
Reduced risk of conflicts with other stakeholders using the same aquifer
(e.g., villagers, customers) and contributes to the sustainable management
of water resources.
Mitigation strategy
Increase the water deliveries up to around
4,000 megaliters per year with the
operations in Clypot and Gaurain;
Close collaboration with the local authority
to minimize the Company’s impact on the
local community located in a high-water
stress area.
HEAT RECOVERY
Category
RISK I
OPPORTUNITY
Framework
TCFD
Time horizon
Medium – Long
Term
Opportunity Description
Since 1990, Aalborg Portland has supplied district heating to the Municipality
of Aalborg, providing recovered thermal energy to approximately 30,000
households. In 2024, the plant delivered around 1 million GJ of heat
recovered from its kilns, resulting in estimated annual CO₂ savings of
150,000 tons. This calculation reflects emissions avoided from the local coal-
fired power station, as part of the city’s heating needs are met by Aalborg’s
recovery system. According to the Group’s engineering plans, Aalborg
Portland could further increase its energy supply by an additional 1 million
GJ, expanding coverage to approximately 50,000 households.
In parallel, the Group is evaluating the implementation of waste heat
recovery at its Belgian subsidiary. Supported by funds obtained through the
Just Transition Fund, the Belgian plant will proceed with recovering heat
generated by industrial processes to produce energy for internal needs,
contributing to greater energy efficiency and sustainability.
Impact
Reusing heat generated by the industrial process to reduce carbon footprint
and enhance circular economy principles.
Mitigation Strategy
Negotiations with the Aalborg Municipality
are ongoing to define the size and capacity
increase of the heating supply;
Leverage public funding opportunities.
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TASKFORCE ON NATURE-RELATED FINANCIAL DISCLOSURES (TNFD)
The growing international attention to the impacts of economic activities on ecosystems is expanding the
perimeter of sustainability risks managed by companies, alongside those related to biodiversity and natural
capital.
In response to this evolution of the regulatory environment and stakeholder expectations, the Cementir Group
launched in 2025 a structured path of integration of the recommendations of the Taskforce on Nature-related
Financial Disclosures (TNFD)
35
, with the aim of strengthening the company's ability to identify, assess and
manage dependencies and impacts on nature throughout the operating cycle.
For more details see chapter E4 – Biodiversity.
The adoption of the TNFD framework was motivated by two main needs:
• align with international best practices in risk management and sustainability disclosure;
•
comply with the requirements of the CSRD, in particular the ESRS E4 standard, relating to biodiversity
and ecosystems.
The TNFD recommendations were mainly applied to the Group's mining activities — around 40 sites globally
— which represent the activities with the greatest potential impact on biodiversity and ecosystem health.
Consistent with the approach adopted by the Group in climate risk management according to the TCFD
framework, a central phase of the TNFD project was integration with the Enterprise Risk Management (ERM)
process. This integration was carried out on four operational sites identified as particularly relevant for
biodiversity (Aalborg, Clypot, Barry-Gaurain, Izmir) and divided into three macro‑phases:
1. Risk identification;
2.
Risk assessment;
3.
Prioritisation of risks and opportunities.
This path has allowed the Group to have a structured framework for the identification and management of risks
and opportunities in the field of nature and biodiversity, expanding the coverage of sustainability risks beyond
climate risks and laying the foundations for a progressive evolution of TNFD disclosure in the years to come.
35
The Taskforce on Nature ‑ related Financial Disclosures (TNFD) is a global, market ‑ driven, government ‑ and science ‑ supported
initiative that provides a framework to help organisations assess, manage, and communicate nature ‑ related risks, impacts, and
opportunities. https://tnfd.global/
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CHRONIC RISK
TRANSITION RISKS AND RELATED OPPORTUNITIES
LONG-TERM STRESS ON NATURAL RESOURCES
Category
RISK I
OPPORTUNITY
Framework
TNFD
Time horizon
Medium – Long
Term
Risk Description
Operational disruptions resulting from physical factors related to nature,
including scarcity of raw materials, reduced water availability, increased
extraction costs and resources, and climatic pressures such as long-term air
pollution and environmental degradation.
These factors can hinder the extraction of raw materials and production
activities, causing production slowdowns, lower operational efficiency and
additional risks to surrounding ecosystems and biodiversity.
Further details are reported, in line with the provisions of the TCFD, in the
section dedicated to the risk ‘Water stress due to global warming’.
Mitigation Strategy
Monitoring and adaptive management of
environmental and climate impacts:
monitor impacts related to climate, air
quality and biodiversity at operational
sites, using the results to define adaptive
operational measures. This approach
supports business conti
nuity, reduces
environmental risks and helps prevent
negative impacts on biodiversity and
natural habitats.
Initiatives for the protection and
redevelopment of ecosystems:
implementation of initiatives for the
protection, redevelopment and restoration
of ecosystems in the areas affected by
operational activities. These actions aim to
mitigate the negative impacts on local
ecosystems, support the conservation of
biodiversity and maintain the social and
regulatory license to operate.
REPUTATIONAL DAMAGE DUE TO ENVIRONMENTAL IMPACTS
Category
RISK I
OPPORTUNITY
Framework
TNFD -
Reputational
Time horizon
Medium – Long
Term
Risk Description
The Group, given the intrinsic environmental footprint of its business
activities, is exposed to reputational and sentiment shifts arising from actual
or perceived environmental impacts, competition for natural resources and
potential failure to meet stake
holder expectations regarding nature
conservation, protection and rehabilitation.
Further details are reported, in line with the provisions of the TCFD, in the
section dedicated to ‘Reputational’ risk.
Mitigation Strategy
Biodiversity impact monitoring and
disclosure: Roll-
out of a framework to
systematically monitor the biodiversity
impacts and dependencies of operations
through site-
level assessments and
specific KPIs. Monitoring outcomes are
used to inform management actions and
are disclosed in a transparent manner,
aligned with the Taskforce on Nature-
related Financial Disclosures, to support
credibility and stakeholder trust.
Biodiversity rehabilitation and restoration
programmes: implementation of
biodiversity rehabilitation and restoration
programmes in areas affected by Group’s
operations with the goal of remediating /
containing adverse environmental
impacts, contributing
to ecosystem
recovery and reinforce the organisation’s
social licence to operate.
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REGULATORY CONSTRAINTS AND COMPLIANCE RISKS
Category
RISK I
OPPORTUNITY
Framework
TNFD – Policy
Time horizon
Short- Medium
Term
Risk Description
Nowadays, regulatory and compliance scrutiny on environmental matters is
intensifying worldwide. Regulatory bodies are progressively tightening
environmental requirements, making it increasingly urgent for companies to
adopt a proactive approach, closely monitor emerging regulations and
anticipate compliance obligations.
In this context, stricter sector-specific regulations, particularly those affecting
the cement industry, such as mining permit constraints, environmental
impact assessment requirements and more rigorous emission standards,
may challenge the company’s alignment with sustainability frameworks,
require investments in abatement and monitoring systems, increase
operational costs.
Further details are reported, in line with the provisions of the TCFD, in the
section dedicated to risk ‘Policy exposure – emerging regulation'.
Mitigation Strategy
Regulatory monitoring and proactive
compliance management: continuous
monitoring of evolving biodiversity- and
environment-
related regulations
applicable to the cement sector and
integration of regulatory requirements into
operational planning and compliance
systems.
INNOVATIVE PRODUCTION TECHNOLOGIES
Category
RISK I
OPPORTUNITY
Framework
TNFD –
Technology
Time horizon
Long Term
Risk Description
In the current global context, where attention to environmental matters —
particularly from a regulatory and compliance perspective — is increasing
significantly, the Group is expected to remain at the forefront of investments
in low-carbon production technologies and eco-friendly cement products.
This entails focusing both on production processes and on the development
of more sustainable building materials, in line with stricter regulations and
evolving customer expectations. Maintaining this commitment is essential to
preserving and gaining market share and reducing the Group’s
environmental impact on biodiversity and nature. Within this renewed
framework, competitive pressures intensify, requiring the company to
continuously adapt and act strategically in order to achieve its targets.
Further details are reported, in line with the provisions of the TCFD, in the
section dedicated to the risk ‘Carbon capture and storage (CCS)’ and
‘Development of low-carbon products’
Mitigation Strategy
Development and phased deployment of
low-
carbon cement technologies and
products: development and deployment of
low-
carbon cement products and
innovative technologies, including reduced
clinker solutions and carbon capture and
storage (CCS) through dedicated research
projects and pilot plants.
RESTRICTIONS ON THE QUANTITY OF MINERAL EXTRACTION
Category
RISK I
OPPORTUNITY
Framework
TNFD – Market
Time horizon
Medium – Long
Term
Risk Description
The cement production process is based entirely on mining; consequently,
any limitation on extractable volumes may compromise the availability of
materials and pose a risk to the continuity of local supply chains, with
potential impacts on ongoing production activities.
This risk may materialise in the event that new regulations introduce stricter
restrictions on existing permits.
Further details are reported, in line with the provisions of the TCFD, in the
section dedicated to risk ‘Development of low-emission products’.
Mitigation Strategy
Optimisation of raw material use and
increased reliance on alternative
materials: optimization of raw material use
by reducing clinker content and increasing
the use of alternative and secondary
materials, thereby lowering dependency
on virgin mineral extraction and mitigating
supply risks linked to extraction limits.
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ACCESS TO GREEN AND SUSTAINABLE FINANCING
Category
RISK I
OPPORTUNITY
Framework
TNFD
Time horizon
Long Term
Opportunity Description
Growing global attention to environmental matters is influencing the direction
of public funding at both local and European levels. In this context, the Group
may benefit from increased access to green and sustainable financing, which
can support the development of low-carbon and eco-friendly products. By
implementing climate-focused initiatives across production processes, the
Group can also help downstream clients reduce their carbon footprint and
strengthen overall climate resilience
Mitigation Strategy
Development of low-carbon and eco-
friendly products: development and
commercialization of low-carbon and eco-
friendly cement products that reduce
emissions and impacts on natural
resources. These initiatives support
alignment with green and sustainable
fi
nance eligibility criteria and enhance
access to sustainability-linked and green
financing instruments.
NATURE-RELATED INITIATIVES AND CERTIFICATIONS
Category
RISK I
OPPORTUNITY
Framework
TNFD
Time horizon
Medium – Long
Term
Opportunity Description
The Group embodies a pioneering role in the adoption of sustainability
principles, complemented by active participation in nature-related initiatives
and certifications and by the implementation of transparent biodiversity
management plans and circular-
economy initiatives. This approach
represents a significant opportunity for the company, enhancing consumer
loyalty and reinforcing its social license to operate.
Mitigation Strategy
Implementation of biodiversity
management framework: implementation
of biodiversity management plans and
circular economy initiatives, including the
use of secondary materials and resource
efficiency measures. These actions
support ecosystem protection, enhance
consumer trust and reinforce the Group’s
social license to operate.
ENVIRONMENTAL MONITORING
Category
RISK I
OPPORTUNITY
Framework
TNFD
Time horizon
Medium – Long
Term
Opportunity Description
Improved efficiency and accuracy of environmental monitoring at operational
sites using new technologies, reducing costs and environmental risks, and
enhancing stakeholder relations.
Mitigation Strategy
Digitalisation and technological
enhancement of environmental
monitoring: evaluation and progressive
adoption of advanced technological
solutions to enhance environmental and
biodiversity monitoring at operational sites.
These initiatives aim to improve the quality
and timeliness of environmental data,
support more informed decision-making,
reduce environmental risks and costs, and
strengthen engagement with regulators
and other stakeholders.
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FINANCIAL RISK MANAGEMENT AND INFORMATION RELATING TO FINANCIAL INSTRUMENTS
The Cementir Holding Group is exposed to financial risks in connection with its operations; in particular to
credit risk, liquidity risk and market risk.
Credit risk
Credit risk is related to possible losses that can occur if a counterparty fails to fulfil its obligations.
Credit risk could mainly derive from operating activities, in particular trade receivables from customers. The
Cementir Group has entrusted local management with the regular management of trade receivables on the basis
of specific policies that define the criteria for credit limits, achievement guarantees and payment conditions. Credit
limits are generally defined for each customer after a risk analysis provided by external rating agencies and are
periodically reviewed. Based on these policies, any order that exceeds the agreed credit limits must be reviewed
and individually approved for creditworthiness.
With respect to bank deposits and derivatives, the Group has always worked with leading counterparties, thus
limiting its credit risk in this sense.
All customers are monitored locally, based on their individual features, including their business, distribution
channel, geographical position and any previous financial difficulties. Credit risk is regularly monitored
including by analysing the performance of specific indicators based on variables such as total trade receivables
and past due receivables.
Local Credit Risk Committees periodical meetings, at local level, analyse and discuss the Group’s companies
ageing, credit performance and any specific critical issues.
The Cementir Group establishes provisions for trade receivables, to cover potential losses, on the basis of
regular follow-ups on customer situations.
Liquidity risk
The Group is exposed to liquidity risk in relation to the availability of financing and its access to credit markets
and financial instruments in general. Given the Group's strong financial position and available credit lines, this
risk is remote. However, the Group manages liquidity risk by carefully monitoring cash flows and financing needs.
There is a particular focus on the Group's management to increase operating cash flow and control investments
in both plant and equipment, both intangible and property, naturally safeguarding that required for the technical
development and efficiency of the production plants with assigned cash generation objectives for all Group
entities. Existing credit lines are however deemed adequate to meet any unexpected needs.
Market risk
Market risk is mainly linked to exchange rate and interest rate fluctuations.
Exchange rate risks are systematically monitored at Group level to assess any impact in advance and take
the necessary mitigation actions. Since the purpose is to limit exchange rate risks, when a currency exposure
is identified and the decision to hedge it is made, forward rate agreements are finalised with the banking system
in both the ‘Forward contract without delivery option’ and ‘Forward contract with delivery option’ formats.
Financial instruments must be used exclusively for hedging purposes and must not be traded, where trading
is defined as taking positions where the Group does not have a natural underlying exposure.
Finally, the Cementir Group has variable rate bank loans and is exposed to the risk of interest rate
fluctuations. However, this risk is considered moderate since the loans are currently only in Euros and the
Danish krone and the medium/long-term rate curve is linear. However, the Cementir Group monitors interest
rates and expected times for the repayment of the debt and purchases interest rate swaps as a partial hedge
of the interest rate risk.
For information on financial risks, see Notes 12) and 32) to the consolidated financial statements.
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OTHER INFORMATION
ALTERNATIVE PERFORMANCE INDICATORS
The Cementir Group uses some alternative performance indicators to enable a better assessment of the
performance of economic management and the capital and financial situation. In line with that established in
the ESMA/2015/1415 guidelines, the meaning and contents of those indicators are noted below.
• EBITDA: is an indicator of operating performance calculated by adding together “EBIT” and “Amortisation,
depreciation, impairment losses and provisions”;
• Net financial debt: represents an indicator of the financial structure and is calculated as the sum of the
items in accordance with Consob Communication 6064293/2006, updated on the basis of Communication
No. 5/21 of 29 April 2021 in implementation of the recommendations contained in paragraph 175 of ESMA
Recommendation 32-382-1138 of 4 March 2021:
- Current financial assets;
- Cash and cash equivalents;
- Current and non-current financial liabilities.
• Net capital employed: is calculated as the total amount of non-financial assets, net of non-financial
liabilities.
ORGANISATION AND CONTROL MODEL PURSUANT TO LEGISLATIVE DECREE 231/2001
On 8 May 2008, the Board of Directors of Cementir Holding approved a new organisational, management and
control model based on a careful analysis of the risk of corporate offences in connection with Group operations.
The model complies with guidance provided by Legislative Decree No. 231/2001, Italian best practice and
Confindustria recommendations.
The Company also adopted a Code of Conduct endorsing the business principles that all company officers and
employees, and anyone working with the company in any capacity, are required to comply with, in pursuing
company business.
Furthermore, the Company appointed the Supervisory Body pursuant to Legislative Decree 231/2001 to carry
out the task of updating and supervising the implementation of the Model adopted by the Company, with the
support of the Internal Audit function for specific initiatives.
The Model has been periodically updated since 2008 to reflect organisational changes, as well as regulatory
updates (new offences added) to Legislative Decree 231.
On 28 June 2019, the Extraordinary General Meeting of the Company decided to transfer its registered office
from Rome to Amsterdam, adopting the legal form of a Dutch Naamloze Vennootschap and changing its name
to Cementir Holding N.V. On 5 October 2019, when all the conditions had been met, the Dutch notarial deed
necessary to transfer the Company’s registered office was signed, effective as of the same date.
As a result of this transfer, from 5 October 2019 the Italian regulations under Legislative Decree 231/2001 no
longer applied to the Company. At the same time, as a result of the transfer, the Supervisory Body set up in
accordance with this law also ceased to exist.
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Notwithstanding the foregoing, the Company, also in consideration of its own sharing of the principles inspiring
the legislation in question and in general of a sound company management, nevertheless continues to apply
(i) its own Code of Ethics (although this must not be understood as subjecting Cementir Holding or the Group
to the previously applicable legislation) as well as (ii) the Model in consideration of the circumstance that the
Company's operations are carried out in Italy, where Cementir Holding has established its own secondary and
operational office.
On 13 November 2019, the Company’s Board of Directors also appointed an Ethics Committee, made up of the
Group General Counsel and the Company’s Chief Internal Audit Officer, granting this committee powers
equivalent to those of the Supervisory Body.
RELATED-PARTY TRANSACTIONS
With regard to related-party transactions, as defined by IAS 24, the Group did not conduct any atypical and/or
unusual transactions. All business and financial dealings with related parties were conducted on terms
equivalent to those that prevail in arm’s length transactions.
The Group did not conduct any significant or material transactions concerning related-party transactions. For
a detailed analysis of the financial and economic relations with all related parties, please refer to Note 34 to
the consolidated financial statements and Note 31 to the financial statements.
TREASURY SHARES
The number of treasury shares held following the completion of the share buy-back programme (the
“Programme”) in October 2021 has not changed.
It should be noted that under the Programme, between 15 October 2020 and 12 October 2021 (ends included),
3,600,000 treasury shares, equal to 2.2624% of the share capital, were purchased on the Mercato Telematico
Azionario organised and managed by Borsa Italiana S.p.A. at a weighted average price of EUR 8.1432 per
share and for a total outlay of EUR 29,315 thousand.
MANAGEMENT AND COORDINATION
Cementir Holding NV sets its general and operational strategies independently. In particular, the Board of Directors
of Cementir Holding NV has sole responsibility for reviewing and approving strategic, commercial and financial
plans, and for overseeing the adequacy of organisational, administrative and accounting structures.
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PERSONAL DATA PROTECTION
Also due to the entry into force of the relevant legislation (EU Regulation 679 /2016) as well as following
Legislative Decree 101 of 10 August 2018, the Parent Company has equipped itself with operational tools and
internal regulations to ensure the protection of personal data according to the expected regulatory standards.
Subsequently, it implemented and completed a project to update its policy on the subject and is currently
engaged in strengthening its safeguards, including IT, for the protection of personal data.
Litigation
The Company is responsible for leading the defence in proceedings, of which it is not a party in accordance
with the terms and conditions set out in a settlement agreement with Italcementi S.p.A., relating to the sale of
the shares of Cementir Italia S.p.A. (today Cemitaly S.p.A.), Cementir Sacci S.p.A. (today Italsacci S.p.A.) and
Betontir S.p.A., finalised on 2 January 2018.
SUBSEQUENT EVENTS AFTER THE REPORTING DATE
On 12 February 2026, the Parent Company’s Board of Directors approved the 2026-2028 Industrial Plan update,
to whose press release reference is made (www.cementirholding.com, Investors section, Press Releases).
The new Group Industrial Plan envisages the achievement of the following targets to 2028, which exclude both
the impact of IAS 29 and non-recurring items:
(EUR million)
Unaudited Actual
2025
Non-GAAP
Target
2028
Non-GAAP
Pro
-forma Revenue* 1,617
~1,950
Pro-forma recurring EBITDA*
401
~460
EBITDA
Margin (mid-point) 24.8% 23.6%
Average annual investments
98
129
Cumulative investments in the three
-year period 2026-2028 386
of which Sustainability 77
Net cash at end of period
465
~800
Net cash / EBITDA
1.2x
~1.7x
* 2025 Revenues and EBITDA are shown on a pro-forma basis to exclude the contribution of Kars Cimento, sold on 1 December 2025.
• Revenues at around EUR 1.95 billion in 2028, with an average annual growth rate (CAGR) of 6-7%
compared to 2025. The Plan incorporates a moderate growth in cement sales volumes, supported by the
solid performance of the Nordic & Baltic Area, where a recovery in the residential segment is expected from
2027, by the increase in exports from Egypt, and by the positive performance of Belgium, China and
Malaysia, although with different growth rates. This growth is partially offset by a decline in domestic volumes
in Türkiye in 2026, due to the completion of post-earthquake housing projects and the disposal of the Kars
Director's Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 129
plant. For ready-mixed concrete and aggregates, substantial stability or slight growth is expected over the
three-year period. Price developments are expected to remain in line with local inflation, particularly in
Türkiye, to reflect rising energy, raw material and CO2 costs.
• Recurring EBITDA of approximately EUR 460 million in 2028, with an average annual growth rate
(CAGR) of 4.7% compared to pro-forma 2025. A positive trend is expected in most geographical areas, in
particular Nordic & Baltic, Belgium, Asia Pacific, Egypt, and trading activities, while a reduction in Türkiye's
contribution is expected, especially in 2026. Key assumptions include: the increase in the costs of raw
materials, electricity and some fuels, a negative impact deriving from the volatility of currencies, in particular
the Turkish Lira and the Egyptian pound, an average annual deficit of about 130,000 tons
of CO
2
, with an
increase in 2027 due to the reduction of free allowances in European plants. The EBITDA margin is expected
to remain slightly below the 2023-2025 average.
• The 2026-2028 Plan envisages investments of approximately EUR 386 million, of which EUR 77 million
refer to sustainability initiatives aimed at reducing CO
2
emissions in line with the Group's objectives.
The investment for the ACCSION project was included in the Industrial Plan for EUR 16 million in the year
2026. The Group's net investments for ACCSION amount to approximately EUR 120 million over the
three-year period starting in 2027. The timing of these investments will also be finalized in relation to the
development of the CO2 transport and storage infrastructure network, which is the responsibility of third
parties, public and private.
• Net cash position at about EUR 800 million at the end of 2028 following a cumulative cash generation of
about EUR 330 million.
Finally, the Plan assumes the distribution of a growing dividend, corresponding to a payout ratio between 20%
and 25%.
No other significant events occurred after the year ended.
OUTLOOK
The macroeconomic scenario remains characterised by a high degree of uncertainty, in a context influenced
by geopolitical and trade tensions and by US protectionist measures, which continue to weigh on global growth
prospects.
For 2026, the Group expects to achieve consolidated revenue of approximately EUR 1.7 billion, mainly
supported by price increases in line with inflation and by a slight recovery in volumes in the second half of the
year, with the sole exception of China and Türkiye. In the latter, a contraction in domestic volumes is anticipated
due to the completion of post-earthquake projects and the disposal of the Kars plant. Ready-mixed concrete
and aggregates are expected to remain broadly stable or show a slight decline due to the negative performance
of the Turkish market.
Recurring EBITDA is expected to be between EUR 400 million and EUR 420 million, slightly up compared to
a pro-forma recurring 2025 EBITDA of EUR 401.3 million, excluding non-recurring items and the contribution
of Kars Cimento, sold on 1 December 2025.
The net cash position is expected to be around EUR 590 million at year end, assuming a constant scope of
consolidation.
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Investments amount to approximately EUR 128 million (EUR 98 million in 2025), of which approximately EUR
32 million are in sustainability projects. Research and development expenses and the average number of
employees are expected to be in line with 2025, net of the disposal of the company Kars Cimento. The
expected cash generation allows the Group not to assume the need for new external financing during the year.
These forward-looking statements do not include: i) the impacts of the application of IAS 29; (ii) any non-
recurring items; (iii) the impact of any deterioration in the geopolitical situation or other extraordinary events.
The foregoing solely reflects the views of the company’s management, and does not constitute a guarantee,
promise, operational suggestion or even investment advice. Therefore, it should not be taken as a forecast on
future market trends and of any financial instruments concerned.
PROPOSED ALLOCATION OF PROFIT (LOSS) FOR THE YEAR 2025 OF CEMENTIR
HOLDING NV
The Board of Directors proposes that the General Meeting:
• approves the Directors' Report on operations for 2025 and the financial statements for the year ended 31
December 2025, which show a profit of EUR 45,426 thousand;
● allocates to the Shareholders, by way of dividend, an amount of EUR 46,656 thousand, net of treasury
shares, in the amount of EUR 0.30 for each ordinary share, gross of any withholding taxes under Italian
Law, using the profit for the year for EUR 45,426 thousand and for the remaining portion, using the Share
Premium Reserve for EUR 1,230 thousand.
Rome, 11 March 2026
Chairman of the Board of Directors
Signed: /S/ Francesco Caltagirone Jr.
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SUSTAINABILITY STATEMENT
GENERAL INFORMATION
BASIS OF PREPARATION
General principles for preparation of the sustainability statement
This Sustainability Statement (SS) for the year 2025 has been prepared on a consolidated basis.
The consolidation scope of the Sustainability Statements is based on the Group’s Consolidated Financial Statements.
However, in accordance with ESRS requirements, the reporting boundary also includes material sustainability
impacts, risks, and opportunities arising from entities and activities outside the financial consolidation scope, including
those in the upstream and downstream value chain.
The scope of consolidation includes the entire Cementir Group, including the data of the parent company and its fully
consolidated subsidiaries. In addition, it fully incorporates the extra-financial data (sustainability data) of the
subsidiary SCT, consolidated in the consolidated financial statements according to the proportional method (as 65%
held).
The SS consolidates the Group's information, covering the entire value chain (to the extent material), including
Impacts, Risks and Opportunities (IROs) identified in the "upstream", "downstream" and "own operations" phases.
The qualitative and quantitative information contained in the Sustainability Statement is derived from a centralised
data collection process, carried out both at the level of the Holding and at the level of the individual legal entities,
facilitated by standardised reporting packages.
The Group consists of 41 subsidiaries (including the Parent Company) operating in 16 jurisdictions. For reporting
purposes, subsidiaries are defined as the entities over which Cementir Holding N.V. has direct or indirect control.
Subsidiaries subject to direct or indirect control include companies for which the Group is exposed, or has rights, to
variable returns from its involvement with the investee and has the ability to affect those returns through its power
over the investee. The existence of po tential voting rights is considered when determining whether control exists.
Reporting boundary and consolidation scope
The Sustainability Statement is based on the same financial control principles applied in the Group’s Consolidated
Financial Statements under IFRS 10, according to which an entity is classified as a subsidiary when Cementir Holding
N.V. has: (i) power over the investee’s relevant activities, (ii) exposure or rights to variable returns, and (iii) the ability
to use its power to influence those returns.
For Scope 1 and Scope 2 GHG emissions and all operational environmental performance indicators (such as E2 and
E4), the Group applies the operational control criterion defined by the GHG Protocol, thereby including all operations
over which Cementir has full authority to define and implement operating policies, irrespective of ownership share or
consolidation status. In line with ESRS 1 and EFRAG’s value chain guidance, where material IROs occur outside the
financial consolidation perimeter, for example in upstream suppliers or downstream logistics, the Group reports the
required information, including the methodological approach, underlying assumptions and potential data limitations,
without implying financial control over the relevant value chain actors.
Biodiversity & Ecosystems (ESRS E4)
The Group has also applied the disclosure requirements of ESRS E4, which cover transition planning for biodiversity,
processes for identifying and assessing nature-related impacts, risks and opportunities, policies, actions, targets and
metrics related to biodiversity and ecosystem change. ESRS E4 requires companies to explain how their activities
affect ecosystems and to disclose actions for prevention, mitigation and restoration, as well as the anticipated
financial effects of biodiversity related risks and opportunities. With the 2025 Omnibus revisions, ESRS E4 applies
only when biodiversity is deemed material, based on the double materiality assessment.
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TNFD methodology applied in 2025.
As part of its naturer elated assessment, Cementir has adopted the TNFD framework, including the LEAP
methodology (Locate, Evaluate, Assess, Prepare), to identify dependencies, impacts, risks and opportunities
associated with nature. The LEAP approach enables systematic identification of interfaces with nature, evaluation of
ecosystem dependencies and impacts, assessment of financial risks and opportunities, and preparation of nature
related strategies and disclosures, consistent with TNFD’s globally recognised pillars (Governance, Strategy, Risk &
Impact Management, Metrics & Targets). The application of ESRS E4 together with the TNFD LEAP process
strengthens Cementir’s ability to evaluate nature related issues across sites and value chains, enhancing alignment
with emerging biodiversity disclosure expectations under CSRD and global frameworks.
The Report covers the reporting period from 1 January 2025 to 31 December 2025, is drawn up annually, approved
by the Board of Directors and is aligned with the accounting period of the Directors Report. For more details on the
reporting scope, please refer to the Directors Report of Cementir Holding.
The information disclosed was prepared by adopting the European Sustainability Reporting Standards (ESRS),
issued by EFRAG, as the main methodological reference. In addition, the data for the years 2024 and 2025 are
presented according to the ESRS methodology, while the data for 2023 are reported on the basis of the GRI
methodology. PwC has performed a limited assurance engagement on the 2024 and 2025 sustainability statement,
prepared in accordance with ESRS.
Application of Disclosure Exemptions
During the preparation of the Report, the Company applied specific disclosure exemptions (ESRS 1, Section 7.7):
• Domestic Carbon Price (DR E1-8 – Setting the domestic carbon price): The option to omit disclosure of the
internal carbon price was exercised, as such information could reveal confidential business strategies.
• Table to disclose total GHG emissions disaggregated by Scopes 1 and 2 and significant Scope 3, as required
by AR 48 (DR E1-6 – Gross Scopes 1, 2, 3 and Total GHG emissions): The option to omit disclosure of the
information related to the base year and absolute targets in the table was exercised, as the information could
reveal confidential business strategies.
• Future Developments (Directive 2013/34/EU): Exemption from disclosure of future developments or issues
currently under negotiation (pursuant to Articles 19a(3) and 29a(3)) has been used. In particular, this exemption
was applied to future gross emissions targets (Scope 1 and 2) for 2030 (EI). The Company reserves the right
not to disclose such data, as it may reveal commercially sensitive information relating to turnover and sales
volumes, and will therefore only communicate the equivalent intensity of emissions.
The 2025 Sustainability Statement presents the results of the disclosure analyses carried out pursuant to Article 8 of
the EU Taxonomy Regulation (EU Regulation 2020/852) and the related Delegated Regulations. The analytical
results and the detailed methodological process are reported in the section dedicated to Taxonomy.
The Sustainability Statement has been subjected to limited assurance by PwC Accountants N.V. In accordance with
the applicable regulatory frameworks, the scope of the limited assurance includes the information and data relating
to the “EU Taxonomy” section and the disclosures required under Article 8 of EU Regulation 2020/852.
Time horizon
The three-time horizons can be summarised as follows:
• The short term (1-3 years) in which it is possible to carry out sensitivity analysis of the data on the basis of the
Industrial Plan presented to investors;
• The medium term (until 2030) is, on the other hand, a time horizon that goes beyond the Industrial Plan, but is
taken into account in Cementir's Climate Change Strategy and in its ten-year roadmap.
Director’s Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 133
• The long period (2030-2050) in which chronic structural changes of a climatic nature are expected to begin to
emerge.
In line with ESRS 1 General Requirements (AR 19–AR 22) and the time-horizon expectations embedded in ESRS
E1 (e.g., E1-1, E1-2, E1-4), the Standard requires the use of consistent short-, medium- and long-term horizons. For
this report, the Group applies internal time horizons that differ from the ESRS reference definitions, as they reflect
the Group’s strategic planning processes and risk-management framework. Accordingly, forward-looking disclosures
under ESRS E1 and other topical standards are presented using these internal horizons, which are considered more
appropriate for the Group’s operational and strategic context. Moreover, the definition of medium and long-term time
horizons is aligned with the recommendations of international frameworks such as the TCFD, and with the time
horizons provided for by the Industrial plan, and by the Group's Roadmap for decarbonisation.
Sources of estimation and uncertainty of results
All value chain data is calculated on the basis of average values provided by third-party databases such as, for
example, Ecoinvent for Scope 3. For further details, please refer to the section dedicated to Scope 3.
With reference to the estimates used and the outcome uncertainty, as required by paragraph 11 of BP-2 of ESRS 2.
The table below shows the list of quantitative metrics and monetary amounts subject to a high level of measurement
uncertainty.
Disclosure Requirement
Specific metric
Information about the measurement uncertainty
Page
E1-6 - Gross Scopes 1, 2,
3 and Total GHG
emissions
Direct CO
2
emissions and
equivalents (Scope 1)
The default CO
2
emission factors of the Global Cement and
Concrete Association were used.
202-206
E1-6 - Gross Scopes 1, 2,
3 and Total GHG
emissions
Direct CO
2
emissions and
equivalents (Scope 2)
Please refer to: Global Cement and Concrete Association (GCCA)
The Cement CO
3
and Energy Protocol, Version 3 CO
2
, and Energy
Accounting and Reporting Standard for the Cement Industry.
202-206
E1-6 - Gross Scopes 1, 2,
3 and Total GHG
emissions
Indirect CO
2
emissions and
equivalents (Scope 3)
The emission factors provided by Ecoinvent 3.12 were used.
The Ecoinvent database is a database that contains emission
factors associated with the electricity production mix of different
countries in the world.
To calculate the equivalent indirect CO₂ emissions (Scope 3), the
emission factor databases used were: Ecoinvent 3.12 for 2025,
Ecoinvent 3.11 for 2024 and 3.10 for 2023.
202-206
E4 Biodiversity and
ecosystems
Aggregate and analyse
biodiversity data from all
operational sites to assess the
overall impact of the Group.
In 2025, Cementir developed a structured methodological
framework based on scientific evidence to manage dependencies
and impacts on nature. The process follows the recommendations
of the TNFD – LEAP - DIROs, applying them to the Group’s
operations. Biodiversity and ecosystems have been integrated into
risk governance and strategic decision-making processes.
222-238
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COMPANY, BUSINESS MODEL, AND STAKEHOLDER ENGAGEMENT
Information on the market position and strategy of the company
Cementir Holding N.V. is a multinational company with its registered office in the Netherlands, listed on the Euronext
STAR Milan segment, operating in the building materials sector and focused on four main business lines: grey
cement, white cement, ready-mixed concrete and aggregates. With over 3,000 employees, Cementir is the world
leader in the niche white cement segment, the leading cement producer in Denmark and ready-mixed concrete
producer in the Scandinavian area, the third producer in Belgium and among the leading international operators in
Türkiye, where it holds two companies listed on the Istanbul Stock Exchange. In Belgium the Group operates one of
the largest aggregate quarries in Europe, while in Türkiye it is active in the treatment of industrial waste used for the
production of fuels derived from waste destined for cement plants.
Cementir pursues a strategy of sustainable growth, focused on product leadership, excellence and efficiency of
operational processes. In the last two years, the Group has obtained important ESG awards, including the validation
of its 2030 decarbonisation targets by the Science Based Targets initiative (SBTi) and an A rating from CDP for
climate change and A- for water security. The Group also holds a BBB investment grade financial rating with a stable
outlook from Standard & Poor’s. Since 1992 Cementir has been part of the Caltagirone Group, one of the main Italian
business groups, active in sectors such as real estate, construction, publishing and finance.
Cementir’s long-term sustainability strategy has been developed using a bottom-up approach in recent years. The
concerned departments within the local operations, under the coordination of the Group Top Management, have
translated individual concepts and notions into a unique and consistent way of thinking, defining our internal Group
culture and identity, setting expectations, targets and precise commitments, along the lines mandated by the
regulatory framework. Once consolidated, this basic core was then formally reviewed, signed off and validated by
the Sustainability Committee and finally rolled over the concerned entities for implementation through articulated
programs and specific actions due by set deadlines. Its assumptions and implications, from the basic ones to the
most far-fetched ones, have been encapsulated for the first time in the Group Industrial Plan 2021-23, approved by
Cementir Board of Directors in February 2021, in the Group Consolidated Financial Statements and Sustainability
Statement for year 2020, approved by the Shareholder Meeting in April 2021.
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Our commitment to sustainability over time since 2019
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Cementir quality system
All of Cementir's business units, including cement plants in Egypt, Türkiye, Belgium, Denmark, China, Malaysia and
the United States, as well as concrete mixing plants in Europe and Türkiye, comply with national requirements
regarding quality management and production control, with verification by third parties.
In addition to the ISO 9000 system, Cementir also adopts an internal quality management system.
At the corporate level, an Integrated Quality Policy and a quality management system are in place to ensure that all
business units fully comply with external and Group standards and procedures.
The Internal Quality Policy is divided into three sections: "Organisation and Guidelines" which mainly provides the
definitions, and the framework of the quality system, including the CON-CQ (Consistent Cement Quality) process;
"Rules and procedures" which defines the standards for the definition of the DoQ (Declaration of Quality) and other
objectives, the competence requirements for testing, the common KPIs for the benchmarking of product quality and
the quality system at Group level; and finally "Report", which includes a database of all the relevant technical reports
and studies relating to the quality and the impact of the production process on quality, so as to preserve and share
valuable information within the Group. Quality management is developed to ensure a business model oriented
towards customer satisfaction and the continuous improvement of company performance.
The CON-CQ (CON-sistent Cement Quality) system provides a framework for measuring and improving
performance.
The CON-CQ system is organised into three different levels:
1. The CON-CQ of the operating unit
Establishes procedures and organisational methods, ensuring that they are applied uniformly and maintained over
time. The process is sponsored by the Chief Executive Officer and is led by the Technical Director (for multi-plant
Business Units) or the Plant Director (for Business Units with only one plant), with the participation of the corporate
quality, production, purchasing and commercial functions. Meetings are held every four months. The process defines
the product portfolio and critical services, updates and defines the Declaration of Quality (DoQ) and the quality control
programme based on the main inputs (strategy and guidelines of the holding company, market, competition, plant
constraints, raw materials, etc.). In addition, it monitors and verifies compliance with DoQs and competence in testing
activities.
2. The CON-CQ of the plant
Led by the Plant Manager and supported by the Quality Manager, the process is carried out monthly and guarantees
the correct execution of the product portfolio and services (production, quality control, etc.), compliance with the DoQ
and the adequacy of the measurement system. The plant CON-CQ identifies and manages gaps, accidents and
complaints.
3. Monthly Quality Meeting
Led by the Corporate Quality function, with the participation of the quality managers and the managers of the plant
laboratories, this activity analyses the status of the plant quality data, as well as the results of the "round robin" tests.
Six Sigma and Lean Six Sigma methodologies are integrated into most quality systems, in some cases supported by
a Department dedicated to Continuous Improvement — such as in Türkiye, where about 80% of cement factories
are certified according to the ISO 9000 quality management system. In Türkiye, 14 certified Green Belts and one
Black Belt are active, who in 2024 carried out three Six Sigma projects. The Group Research and Quality
Competence Centre (GRQCC) guarantees a common framework for the definition of targets relating to process
efficiency, cement performance and the Global Warming Potential (GWP) of the final product placed on the market.
In addition, the system is fully integrated with the responsibility of the GRQCC for research and innovation. Finally,
the central laboratory of the GRQCC in Aalborg is certified EN ISO/IEC 17025. This certification guarantees
Director’s Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 137
compliance with international standards, including environmental aspects. A certified laboratory supports compliance
with environmental regulatory requirements and, through this certification, is committed to improving the quality of its
activities and to reducing the ecological impact of testing and calibration operations. Certification also helps to
promote sustainable practices in the industry, encouraging partners and customers to adopt environmental quality
standards.
Description of Business Model and Value Chain
Understanding the context (business model)
Cementir Group operates in the building materials sector, focusing on grey and white cement, ready-mixed concrete
and aggregates. The Group is a global leader in white cement, with operations in Denmark, Belgium, Türkiye, North
America, Egypt, China, Malaysia, Australia, Asia Pacific and Italy. It is vertically integrated in Denmark, Belgium and
Türkiye, and has a strong presence in industrial-waste treatment in Türkiye. In addition, the Holding maintains a
corporate office in Italy. This operating model informs where material IROs arise in own operations and across the
value chain, and underpins the mapping to the relevant ESRS topical disclosures.
Value chain overview
Upstream
Cementir sources raw materials from owned quarries and third-party suppliers, supported by contractors (e.g.,
maintenance, industrial cleaning). Main procurement categories include direct materials, energy, logistics and
transport, predominantly via maritime and road channels. These upstream activities are assessed for material
impacts, dependencies, risks and opportunities, and where estimates are used, methods and data limitations are
disclosed in line with ESRS practice.
Own operations
Operations are organised regionally, with integrated platforms across cement, aggregates and concrete. White
cement is produced on five continents, confirming the Group’s global leadership. The Group also recovers industrial
waste to produce alternative fuels, supporting circular-economy objectives. These activities are evaluated on an
inherent basis for impact materiality (people & environment) and for financial materiality (effects on performance,
cash flows and cost of capital).
Downstream
Products are distributed to industrial and B2B customers and to the construction sector (residential, commercial,
infrastructure); retail sales are residual. The Group provides technical assistance, logistics and distribution services,
directly or via third parties. Downstream relationships are assessed for material IROs, including customer safety,
data/privacy where applicable, market and regulatory dynamics, and reputational effects.
Link to the DMA outcome, ESRS mapping and strategy
The material IROs arising from upstream, own operations and downstream are prioritised using the Group’s
thresholds and then mapped to the relevant ESRS topical disclosures (IRO-2).
Their interaction with the strategy and business model is presented under SBM-3, explaining how material IROs inform
transition plans, resource allocation, product portfolio (e.g., low-carbon cements) and operational resilience.
Director’s Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 138
This section is kept consistent with the Group’s DMA process and is updated at least annually to reflect changes in
the business context and due-diligence findings.
STAKEHOLDER INTEREST AND ENGAGEMENT
The Group's stakeholders
Cementir recognises that collaboration with its diversified and international stakeholders is fundamental for achieving
Company results, long-term sustainability and strengthening its positive impacts.
Commitment and Policy
The Group is strongly committed to active involvement of stakeholders, recognising that each group has different
needs, interests and expectations.
In 2023, in accordance with the Dutch Corporate Governance Code, the Group issued a Stakeholder Engagement
Policy.
This policy establishes the guidelines for stakeholder engagement in all operational activities, ensuring that the
administrative, management and control bodies are informed of stakeholder opinions regarding sustainability-
related impacts.
This continuous dialogue represents a fundamental element of the company's business model, aimed at the
creation of economic, social and environmental value for all stakeholders.
Strategy and Impact
Cementir identifies and analyses the priorities of each category of stakeholders and adapts its engagement
strategies to foster effective communication, accurate information sharing and constructive collaboration.
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• Proactive Engagement: through a wide range of initiatives, the Group aims to anticipate the needs and
priorities of stakeholders, aware that its activities have a direct impact on the ecosystem, considering
environment, economy and society as interconnected and inseparable elements.
Materiality Assessment (DMA): Stakeholder opinions were a central element of Cementir's double materiality
analysis, ensuring that their interests were integrated into the process of identifying material topics. The process
gathered information on interests, opinions and rights of:
• Internal staff (S1)
• Value Chain Workers (S2)
• Impacted communities (S3)
• Consumers and end users (S4)
• Other key stakeholders such as investors and environmental experts.
Alignment with the Sustainable Development Goals: Cementir's sustainable development strategies pursue
objectives such as:
• Continuous improvement of environmental and occupational health and safety conditions
• Compliance with international standards, including:
o Charter of the United Nations and related Conventions and Declarations (e.g. Universal
Declaration of Human Rights)
o Fundamental Conventions of the International Labour Organisation (ILO)
o European Convention on Human Rights
The Group maintains stable relationships with stakeholders at both Holding and regional levels, using direct dialogue
with business units to identify specific tools and channels that ensure the highest level of stakeholder engagement.
Stakeholder Category
Main Material Topics
Engagement Tools
ESRS
References
Personnel (S1)
Health and safety, DEI, human rights,
development, cybersecurity
Intranet, surveys, training,
conventions
ESRS S1, ESRS
2
Value Chain Workers (S2)
Health & Safety, Supply Chain Sustainability,
Circular Economy
Training, reports, fairs
ESRs S2
Local communities (S3)
Circular economy, climate change, waste
and water management, human rights
Direct meetings, official reports
ESRs S3
Customers and end users (S4)
Innovation, customer management, ethics,
climate change
Surveys, website, social media, trade
fairs
ESRs S4
Institutions and authorities
Regulation, GHG, Ethics, Health & Safety,
Energy, Waste
Conferences, associations, press
releases
ESRS 2, ESRS
E1–E5
Shareholders and lenders
ESG performance, transparency, ethics,
regulation
Reports, meetings, presentations,
ESG ratings
ESRS 2, ESRS
G1
Trade unions
Human rights, industrial relations
European Councils, working groups,
dedicated meetings
ESRs S1
Environmental associations
Biodiversity, GHG, circular economy, energy,
water and waste management
Report, website, social media
ESRs E1–E5
The table below shows the main policies implemented by Cementir. It should be noted that for each of them, the
highest levels responsible for their implementation are the CEO and the COO of Cementir.
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Policy Area
Relevant Topics
Stakeholder
ESRS codes
Environmental Policy
Climate, Energy, Pollution, Water,
Biodiversity, Resources, Waste
Employees, Community
E1–E5
Water Policy
Water Resources Management
Employees, Community
E3
DEI Policy
Equal Opportunities and Treatment
Employees
S1
Human Rights Policy
Working Conditions, Rights
Employees, Communities,
Consumers, Suppliers
S1, S2
Reporting Procedure
Ethics, Rights, Anti-Corruption, Transparency
Employees, Consultants, Institutions,
Consumers
S1–S4, G1
Stakeholder Engagement Policy
Climate, Pollution, Circular Economy, Social
Issues, Business Conduct
All stakeholder groups
E1–E5, S1–S4,
G1
Health and Safety Policy
Occupational Safety
Employees, Contractors, Suppliers
S1–S3
Code of Ethics
Ethics, Conduct, Social and Environmental
Responsibility
Employees, Customers, Suppliers,
Community
S1–S4, G1
Supplier Code of Conduct
Responsibilities in the Value Chain
Suppliers
S2
Cybersecurity Response Plan
Data Protection, Digital Risks
Employees, Customers, Suppliers
S1, S2, S4
Group Corporate Social
Responsibility Policy
Human Rights, Ethics, Integrity and
Transparency, People, Labour and Human
Capital, Environment, Supply Chain
Employees, Customers, Suppliers,
Community
S1, S2, S3, S4
Sustainable Sourcing Policy
Ethics, Integrity and Compliance, Human
Rights and Working Conditions in the Supply
Chain, Environmental Impacts of the Supply
Chain
Suppliers, Contractors
S2
Group Policy for the Protection of
Biodiversity and Nature
Environmental responsibility
Employees, Communities,
Consumers, Suppliers
S1 – S4
The role of the administrative, management and supervisory bodies
Please refer to the “Corporate Governance” section of the Director's Report for further information.
Governance Model and Composition of the Board of Directors
The Cementir Group adopts a one-tier governance model based on the principles of the Dutch Corporate Governance
Code.
Board of Directors and Composition
The Board of Directors is the top management body, which combines both management and supervisory functions.
• Total Members: 8
• Structure: 1 Executive Director and 7 Non-Executive Directors.
• Independence: 3 Non-Executive Directors are independent (37.5%).
• Gender Balance: The Board is composed of 4 women and 4 men (50% female representation), in line with the
Board Diversity Policy.
• Duration: Appointed on 20 April 2023, they will remain in office until the Shareholders' Meeting which will be
responsible for the approval of the 2025 financial statements in March 2026.
Board Committees
The Board is supported by several committees:
• Audit Committee: prepares the decision-making process of the Board regarding the supervision of the integrity and
quality of the Company’s financial statements and the effectiveness of internal risk management and control systems.
All 3 members are independent.
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• Sustainability Committee: assists the Board in the formation and development of the Group Sustainability Strategy
and prepares the decision-making process relating to long-term value creation, and environmental, social and
governance issues. Reviews, evaluates and makes recommendations to the Board regarding sustainability targets.
• Remuneration and Nomination Committee: prepares the Board's decision-making process regarding the
remuneration of individual Directors and the process of selection, periodic evaluation and appointment of the same.
All 3 members are independent.
• Ethics Committee: monitors compliance with the Code of Ethics.
This model is characterised by a high degree of involvement of Non-Executive Directors and independent Directors
in key decision-making processes.
Diversity Policy
The Cementir Group Diversity Policy governs the composition of its one-tier Board of Directors, in accordance with the
Dutch Corporate Governance Code and the Dutch “Diversity Act”.
Main Policy Provisions and Compliance
• Reference Legislation: The policy was adopted in 2019 following the transfer to the Netherlands and subsequently
updated in 2022 following the entry into force of the Dutch “Diversity Act” and the introduction of new sections no.
2:142B and 2:166 in the Dutch Civil Code. The relevant legislation requires listed companies to set ambitious diversity
targets and to report on them (according to the 'comply or explain' principle – comply or explain).
• Gender Quota: the Dutch Civil Code requires a minimum of one third men and one third women among Non-
Executive Directors. Cementir is a Dutch company listed on the Euronext STAR Milan segment and must abide by this
rule for the Board as a whole.
• Objective Achieved (Appointment 2023): The Board has met and exceeded the gender target of one third. Following
the General Assembly of 20 April 2023, the Board of 8 Directors reached absolute gender equality (4 women and 4
men, or 50% representation).
Board Profile and Additional Objectives
The Board Profile, as revised by the Remuneration and Nomination Committee, defines the experience and background
required for Directors, which go beyond legal obligations.
• Sector Competence: Specific requirements include knowledge of industrial production, in particular of the cement
and/or construction sector.
• Focus on Sustainability: The profile has been strengthened to include specific expertise in sustainability and ESG
issues, reflecting its importance to the Company.
• Goals for 2023 confirmed also for the years 2024 and 2025: In addition to gender diversity, the Board has achieved
equity and inclusion goals, including:
o 3 Directors, with 1 crossbencher (member not aligned or in a neutral position) younger than the CEO.
o 1 Director with specific experience in ESG issues with a focus on social aspects.
• Overall Diversity: The composition of the Board is diverse in terms of age, education, professional background
(finance, economics, law), and personal qualities, also adopting an international approach, as with citizenship.
• Expertise in Sustainability: The Board has the necessary expertise in sustainability to align the overall strategy
with the sustainability targets.
Note: There is no representation of employees or other workers in administrative, management or supervisory bodies.
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Role of the Board of Directors in Overseeing Cementir's Impact Management
The roles and responsibilities of the processes of the Cementir Group for the management of Impacts, Risks and
Opportunities (IRO) relating to sustainability, which aligns with requirements such as those set out by the Corporate
Sustainability Reporting Directive (CSRD), focusing on integrated supervision, materiality and dedicated reporting,
are described below.
Component
Responsibility/Action
Relevance to CSRD
Board Oversight
The Board of Directors takes the final decisions on
IROs and approves the Long-Term Business Plan
and Sustainability Statement.
Demonstrates the
mandatory role of the
governing body in
overseeing sustainability
issues.
Committees
The Audit Committee oversees the internal control
systems and the risk management process,
indirectly participating in the supervision of relevant
risks (which also include sustainability-related risks)
and uses the results of the Double Materiality
Assessment (DMA) to guide the definition of
objectives. The Sustainability Committee approves
the IROs and uses the results of the Double
Materiality Assessment (DMA) for their inclusion in
the Sustainability Roadmap (strategy).
It shows the integration of
sustainability into risk
management and
governance, and the use of
DMA (a core concept of
CSRD).
Management
Responsibilities
The Group CFO is the member of the Executive
Management responsible for financial and non-
financial disclosure and reporting. The Group's
finance function identifies and manages the data,
control systems and procedures for data collection
and ensures legal compliance.
Defines clear executive
responsibility for
sustainability Statement (a
requirement of the CSRD).
Strategy and
Objectives
The Group has a long-term sustainability strategy
(Sustainability Roadmap) developed with a bottom-
up approach and approved by the Board. 26
Sustainability Goals are established, to be achieved
by 2030, covering the areas considered priorities for
the Group. These objectives, set by individual plant
and by year, are included in the Business Plan and
the short-term incentive system for employees.
It confirms a future-oriented
strategy, objectives and link
to incentives, which must be
disclosed under the CSRD.
Due Diligence
Corporate conduct policies, including the Code of
Conduct, are regularly reviewed and approved by
the Board, integrating sustainability standards.
Highlights policies and
processes for managing
negative impacts along the
value chain.
Skills and
Expertise
The Nominating Committee ensures that the Board
and Executive Management have the necessary
skills and expertise in sustainability matters.
It addresses the
requirement to ensure
adequate sustainability
expertise at the governance
level.
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In summary, Cementir's governance supports:
1. Approval at the strategic level of the sustainability policy and strategy (Board of Directors, Audit and Sustainability
Committees).
2. Clear reporting responsibilities (Group Chief Financial Officer).
3. Integration of ESG data into management systems (Group Finance) and risk management (use of the DMA by the
Audit Committee).
4. Defined long-term strategy and quantifiable objectives linked to operational activities.
Information Provided to the Administration, Management and Supervision Bodies and Sustainability Issues
Addressed
This section outlines the structured process for informing Cementir's governance bodies on sustainability issues and
for the management of Impacts, Risks and Opportunities (IRO).
Governance and Information Flow
• Sustainability Committee: The primary role of this committee is to develop the Group's Sustainability Strategy and
support the Board in defining sustainability policies and in strategic decisions related to long-term value creation
and social responsibility. It deals specifically with the material IROs identified in the Double Materiality Assessment.
• Regular Reporting: The Internal Control and Risk Management System follows a top-down risk-based approach
for the management of IRO:
o Quarterly: The administrative bodies are informed about the implementation of the due diligence and the
effectiveness of the policies/objectives. Top management (CEO, COO) receives the major risk assessments.
o Committee Meetings: The Audit Committee meets about 4 times a year (March, May, July and November),
while the Sustainability Committee meets regularly about twice a year and, where necessary, in relation to the
evolution of the issues addressed or to specific needs, may also be called to meet more frequently.
o Annually: The Audit Committee examines the results of Enterprise Risk Management (ERM), mitigation actions
and opportunities, which are also communicated to the entire Board of Directors.
• Ad-hoc Decisions: Dedicated meetings are held in the event of specific risks or emergencies, ensuring the
immediate adoption of decisions and monitoring.
• External Information: The administrative bodies are also informed through external performance evaluations and
annual sustainability reports.
Integration of Sustainability Performance into Incentive Systems
Cementir integrates sustainability performance into its variable remuneration to align employee interests with long-term
value creation, a key CSRD/ESRS requirement regarding incentive disclosure.
Integration of ESG into Incentive Systems:
1. Executives and Middle Management (Short-Term Incentive - STI)
• Widespread Integration: ESG objectives are included in the Short Term Incentive (STI) Programme for all
Executives and Middle Management across the Group, fully integrated into the performance management process.
• Key Focus Areas: Significant attention is placed on crucial ESG issues:
o Climate/Environment: reduction of CO2 emissions, Green CapEx (green capital expenditure), circularity,
reduction of the clinker factor and water consumption.
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o Social/Safety: occupational health and safety (H&S), human capital and development.
o Specifications for the C-Level: For all C-level employees (senior management), ESG targets, including those
for reducing emissions and environmental/social performance, are mandatory in their STI programme, with an
indicative weight between 15% - 20% of their variable remuneration, in view of the fact that the weight and
composition of ESG targets may vary depending on the role and responsibilities of each.
2. Long-Term Incentive (LTI)
The Long-Term Incentive (LTI) Plan uses three-year cycles with performance targets designed to focus managers on
medium/long-term objectives and sustainable value creation, ensuring long-term retention.
3. Governing Bodies (Administration / Management)
Current Status: Currently, the method of calculating the variable remuneration component of the Chairman is linked to
the achievement of ESG objectives and subject to a maximum amount (maximum amount payable).
The general policy continuously reinforces the relevance of sustainability targets at different organisational levels,
aligning with the company strategy and the pursuit of long-term sustainability objectives.
Risk management and control systems
Description of due diligence in sustainability
The following table shows how and where the application of the main aspects and phases of the due diligence
process is reflected in Cementir's Sustainability Statement.
Key elements of due diligence
Paragraphs in the sustainability statement
a) Embedding due diligence in governance, strategy and business model
ESRS 2 General Information
G1 Business model
b) Engaging with affected stakeholders in all key steps of the due diligence
Social Information chapter (S1, S2, S3, S4)
c) Identifying and assessing adverse impacts
ESRS 2 General Information
d) Taking actions to address those adverse impacts
ESRS 2 General Information and paragraphs “Taking action
on material impacts” (S1, S2, S3, S4)
e) Tracking the effectiveness of these efforts and communicating
Paragraphs “Metrics and targets” (S1, S2, S3, S4)
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Risk management and internal controls
As of today, Cementir does not have an internal control system for non-financial reporting structured around a
dedicated risk and control matrix. The internal control system is instead managed through operational processes and
procedures aimed at controlling and verifying the data relevant for the non-financial statement.
In both the environmental and social areas, the information relies on existing company controls, including the controls
embedded in the Law 262/2005 matrix within the payroll cycle for financial reporting purposes.
For the environmental area, oversight is ensured through compliance with regulatory obligations (e.g., emissions and
ETS) and through processes and procedures with defined roles and responsibilities that ensure an adequate level of
risk control.
The Company is also evaluating the implementation of a review of internal process controls, with the objective of
strengthening the overall control environment and improving the quality of non-financial information.
Cementir's Internal Audit Function and Risk Management System ensure assurance and supervision activities,
covering both financial and sustainability risks, an essential element for compliance with CSRD/ESRS requirements.
Internal Audit Function and Scope of Activity
The Internal Audit Function (IAF) provides independent and objective assurance activities, with the aim of creating
value and optimising operations through the evaluation of the effectiveness of the Internal Control System (ICS), risk
management and governance processes.
In March 2026, the Internal Audit Function was formally assessed as being in full conformance with the Global Internal
Audit Standards issued by the Institute of Internal Auditors (IIA). This assessment was supported by the completion
of a formal external quality assurance process, finalized and released in the same month, demonstrating the proactive
management of the requirement to undergo an external quality assessment at least every five years, as mandated
by the IIA Standards.
Main Audit Activities (Including ESG/Compliance)
The annual audit plan is based on a structured analysis of the main risks affecting the Group, integrated with the
statutory assurance and compliance activities, ensuring coverage of all operations with a frequency of at least three
years. The main activities carried out by Internal Audit Function concern:
• Operational Audits: The scope of the review concerns the main operational processes of the Group (among
others, the main ones relate to warehouse management, purchasing, sales, maintenance management).
• Follow-up Audit: audits aimed at verifying the effectiveness of the action plans implemented by Management
to resolve the problems identified in previous audits.
• Special Audits / Spot-Check: projects or investigations not included in the plan but required by Top
Management.
• Whistleblowing investigations: analyses conducted to investigate reports collected through whistleblowing
channels. The results are reported to the Ethics Committee.
• Compliance with the requirements of Italian Law 262/05: tests on key controls relevant for the purposes of
Internal Control over Financial Reporting (ICFR) in the main Group companies.
• Audit of compliance with Legislative Decree 231/2001: audit to verify and monitor compliance of controls and
procedures with Legislative Decree 231/2001.
• Business Ethics Compliance: activities aimed at monitoring the correct application of the Group's Code of
Ethics. The analyses mainly focus on executives' travel expenses, management of corporate assets,
management consultancy services, representation and gift expenses, as well as bank account management.
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• ICT (Information Communication Technology) checks: assessment of the adequacy of ICT processes to
ensure that they are properly documented, controlled and in line with business needs.
• Audit on Environmental, Health and Safety (EHS) issues: verification of compliance with regulations and
standards on health, safety and environment at the local level (ISO 45001, ISO 14001), as well as the adoption
and effective implementation of the Compliance Programme provided for by Legislative Decree 231/2001.
• Environmental, Social and Governance (ESG) Audit: verification of the completeness and accuracy of
sustainability KPIs
• ESG rating monitoring: Monitoring of the main ESG ratings and compilation of CDP questionnaires.
• Monitoring of Action Plans: Quarterly monitoring of the action plans agreed following each audit, through a
self-declaration by the respective managers, aimed at confirming the completion of the actions or, in case of
delay, to provide the reasons.
• Enterprise Risk Management (ERM): activities aimed at identifying, managing and assessing potential risks
that could compromise the achievement of business objectives. For more details, see the paragraphs in this
Annual Report 2025 “Internal control and risk management system” and “Main risks to which the Group is
exposed”.
Enterprise Risk Management (ERM)
Cementir uses a structured methodology to identify and assess risks:
• Assessment Method: Risks are assessed using two variables: Impact and Probability.
Inherent Risk Value = Impact × Probability
• Impact Components: The impact is evaluated based on three components (taking the highest value):
1. Economic (Quantitative)
2. Operational (Qualitative)
3. Reputational (Qualitative)
• Digitalisation: starting in October 2023, the Group launched a strategic initiative to digitise its Risk Management
processes. The new digital system was rolled out across all Group entities during 2024, and by 2025 it was fully
operational and correctly in use throughout the organisation, supporting data-driven assessments, real-time
monitoring and enhanced organisational resilience.
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MATERIALITY ANALYSIS, AND OBTAINING THE RESULTS BASED ON THE “DOUBLE MATERIALITY”
METHOD
Description of the processes to identify and assess material impacts, risks and opportunities.
Cementir conducts a complete and systematic Double Materiality Assessment (DMA) to identify, assess, prioritise
and monitor its material Impacts, Risks and Opportunities (IROs), in full compliance with CSRD/ESRS requirements.
In 2025 Cementir Holding N.V. updated its Double Materiality Analysis (DMA) following an in-depth benchmark
conducted on major international peers. The outcome of the year confirmed the relevance of the material issues
already identified in previous years, while highlighting the need for a review and rationalisation of the related
sub-topics, subsequently realigned to the most consolidated approaches in the sector. At the same time, the adoption
of the TNFD framework has made it possible to integrate the analysis of impacts, risks and opportunities related to
nature in a more structured way, highlighting new exposures and interdependencies attributable to the E4 –
Biodiversity and Ecosystems standard, now considered more extensively within the Group's sustainability strategy.
Double Materiality Assessment (DMA) — Process and Methods
Scope and governance
Cementir conducts a Double Materiality Assessment (DMA) in accordance with ESRS 1 (chapter 3) and ESRS 2 –
IRO-1, covering own operations and the upstream/downstream value chain. The methodologies, assumptions and
disclosure thresholds used in the DMA are approved and overseen by the Audit Committee and the Sustainability
Committee, which also review updates at least annually and upon significant changes in the business context.
Integration with due diligence and stakeholder engagement
The DMA is informed by the Group’s human rights and environmental due diligence and includes targeted
engagement with affected stakeholders (e.g., local communities around plants, workers in the value chain) and
consultation with external experts, to identify and prioritise impacts consistently with ESRS expectations.
1) Identification of Material Topics (IROs)
Objective: establish a comprehensive long list of impacts, risks and opportunities (IROs) using multiple internal and
external inputs, then refine it through due-diligence insights and stakeholder engagement.
Internal sources:
• Group strategy and sustainability targets.
• Audit results, whistleblowing complaints, and the Group Enterprise Risk Management (ERM) register.
External sources and benchmarking:
• Industry-specific tools: consultation of the SASB Materiality Finder and the MSCI ESG Industry Materiality
Map (cement sector).
• Regulatory alignment: review of key laws and regulations applicable to jurisdictions where the Group operates.
• Trend analysis: systematic consultation of global mega-trends identified by leading non-financial rating
agencies (MSCI, Refinitiv, S&P Global) and international consulting firms, to inform the double materiality
process and align the sustainability strategy with long-term sector drivers.
• Peer review (2025): an in-depth context and benchmarking analysis against main peers along the entire value
chain to surface new IROs, emerging trends, stakeholder expectations and international best practices; this
analysis also highlighted positive impacts already observable in the market that are applicable to the Group’s
operations and strategic steering (innovation, decarbonisation, sustainable value creation in the medium-to-long
term).
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• Value Chain: identification explicitly covers own operations and upstream/downstream value chain where
material IROs arise, use of estimates for value chain information, methodologies and data limitations.
With reference to the topic of pollution (E2), water and marine resources (E3) and Biodiversity and ecosystems (E4),
Cementir has screened its plants locations and business activities in order to identify its actual and potential impacts,
risks and opportunities in its own operations and upstream and downstream. Further details are given in the topical
chapters.
2) Assessment of Double Materiality
Impact Materiality (people & environment)
• The Group first assess inherent impacts (i.e., before considering existing controls/mitigations) and then describe
current measures and residual exposure.
• For negative impacts, severity is assessed using the ESRS criteria scale, scope and irremediability; for potential
impacts, we also assess likelihood.
• Human rights rules: for potential negative human rights impacts, severity takes precedence over likelihood when
prioritising impacts, as required by ESRS.
• Scoring/thresholds: the Group applies a 1–5 scale to severity/significance and likelihood. Based on these scores,
a defined materiality threshold is applied; only impacts at or above threshold are considered material for
reporting.
Financial Materiality (enterprise value).
• Cementir identifies sustainability related risks and opportunities that could materially affect financial position,
performance, cash flows and cost of capital over short/medium/long term horizons.
• In line with ESRS 2 IRO1(c), the Company explicitly link impacts and dependencies (e.g., energy, water,
biodiversity, waste, labour) to potential financial effects and then score magnitude (e.g., EBITDA based triggers
among others) and likelihood on calibrated scales (low → high).
• Based on magnitude/likelihood scores, a defined threshold is applied; only risks/opportunities above threshold
are deemed material.
Outcome of the DMA.
The combination of impact and financial lenses yields the final list of material IROs, which is then:
• Mapped to ESRS topical disclosures in accordance with ESRS 2 – IRO-2;
• Linked to Strategy/Business Model under ESRS 2 – SBM-3, explaining how material IROs interact with
strategy and value creation.
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3) Continuous Monitoring and Updating
The DMA is reviewed at least annually and whenever there are significant changes in market or business context.
Because due diligence is continuous, results may evolve and lead to adjustments in strategy and business model,
consistent with the dynamic approach.
Detailed Methods — Impact Materiality Assessment
Purpose: identify and assess positive/negative and potential/actual impacts generated by Cementir and its value
chain on people and the environment.
Process:
• Review of competitors’ Sustainability Statements, sector trends, leading reporting/rating standards, regulatory
pressures in the sector, relevant geographies, and media to understand context and build a preliminary list of
impacts.
• Review of Cementir Holding N.V. internal documents.
• Validation of impact materiality via the governance bodies named above.
How relevance is assessed:
• Severity (negative impacts) and significance (positive impacts) are determined using scale, scope and (for
negative impacts) irremediability; for potential impacts, likelihood is also considered.
• Human rights precedence: in the case of potential negative human rights impacts, severity prevails over
likelihood.
• Inherent first: severity is assessed on an inherent basis (before controls); existing mitigation is then described
to explain residual exposure.
• Cementir applies a 1 (Low) to 5 (High) scoring scale and an internal materiality threshold; only impacts ≥
threshold are material.
• Threshold setting: the Audit Committee and Sustainability Committee have set the materiality thresholds at
“medium”; therefore, impacts/risks with a “medium” or higher score, and the associated ESRS topic, are
considered material.
Detailed Methods — Financial Materiality (Risk & Opportunity) Assessment
Purpose: identify sustainability-related risks and opportunities arising from environmental, social or governance
issues that could materially influence enterprise value over short/medium/long-term horizons.
Process:
• Mapping of business relationships, and dependencies on natural, social and human resources across the value
chain, together with actions already implemented to address sustainability matters.
• Preliminary identification of sustainability risks and opportunities and validation of financial materiality.
• Integration with ERM: evaluation, scoring and prioritisation are performed using the Group’s Enterprise Risk
Management (ERM) framework, ensuring aligned criteria, taxonomies, rating scales and time horizons between
the DMA and corporate risk processes.
What is considered material:
1. From impacts: risks/opportunities may arise from impacts generated by the company.
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2. From actions: risks/opportunities may arise from actions taken to mitigate negative impacts or maximise
positive ones.
3. From dependencies/relationships: dependencies can trigger risks/opportunities by affecting resource
access/quality/price or the terms of key business relationships. Stakeholders that the Group depends on or
affects are also considered in the DMA.
Scoring and thresholds:
• Magnitude of potential financial effects (e.g., on EBITDA among other triggers) and likelihood of occurrence are
scored on calibrated scales (low, medium-low, medium, medium-high, high) over short/medium/long-term
horizons, in alignment with the ERM framework.
• Scenario-based assessment is used with inputs from subject-matter experts.
• Threshold: only risks/opportunities above the defined threshold are considered material for Cementir.
• Committee decision: the Audit Committee and Sustainability Committee set materiality thresholds at “medium”;
therefore, risks/opportunities with a “medium” or higher score, and the related ESRS topic, are considered
material.
Double Materiality outcome
Evolution of Impacts, Risks and Opportunities between 2024 and 2025
In 2025, Cementir significantly strengthened and expanded its double materiality analysis compared to 2024,
introducing new elements, increasing the level of granularity and integrating more advanced methodologies,
particularly in the environmental area and along the value chain. The update reflects the growing internal maturity of
due diligence processes.
1. Evolution of environmental issues
In 2025, the assessment of environmental impacts and risks became more detailed and comprehensive. Compared
to 2024, the E1 scope substantially broadens the definition of opportunities (e.g. CCS, low-carbon products), while
for E4, the company introduces systematic references to global screening, TNFD priorities, and more detailed risk
factors for the first time.
Main changes:
• Climate (E1) – Mitigation and adaptation: compared to 2024, in 2025 there is an expanded set of regulatory
risks (CBAM, emerging regulations), detailed more specifically and with an explicit financial impact (EBITDA,
competitiveness). Two categories of opportunities not present in 2024 are also formalised:
o CCS as a strategic driver (emissions reduction, competitive advantage, value creation)
o Low-carbon products (FUTURECEM® and similar) as a lever for market share and profitability.
The granularity of energy and price risks, which were more general in 2024, has also increased.
• Pollution (E2): the 2025 assessment reflects a more structured and focused approach. In line with the revised
DMA results, waterrelated pollution and impacts on living organisms and food resources were deemed
nonmaterial for Cementir’s activities and were removed from the perimeter. The material E2 dimensions—
primarily air and soil—are now described with greater granularity, including specific risk drivers and clearer links
to financial effects.
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• Water resources (E3): although the main impacts were already present in 2024, 2025 reinforces the analysis
of operational and reputational risks, expanding the variables related to water scarcity and competitive tensions
in sensitive areas.
• Biodiversity (E4): is the area undergoing the most change. In 2025, the following has been introduced:
o a new classification of impacts consistent with TNFD;
o more detail on direct factors, drivers of habitat loss, land use changes;
o reputational, regulatory, operational and financial risks not disclosed in 2024.
2025 also adds opportunities related to nature-positive initiatives, advanced monitoring and strengthening of
social licence.
• Resources and circular economy (E5): 2025 maintains the basis of 2024 but integrates new elements
concerning the use of alternative materials and the risks of dependence on critical raw materials.
2. Evolution of social issues
In 2025, the social dimension has been expanded, particularly with regard to the value chain and the management
of health and safety aspects.
Main changes:
• Own workforce (S1): compared to 2024, in 2025 a more comprehensive classification emerges that is more
consistent with ESRS S1:
o differentiation between working conditions, human rights, DE&I, health and safety, WASH which refers to
have access to safe Water, adequate Sanitation and proper Hygiene conditions, essential to protecting the
health, dignity and wellbeing of workers and communities.
o stronger disclosure of financial risks (EBITDA, potential penalties) and reputational risks.
Positive impacts (DE&I, whistleblowing, WASH Pledge) are addressed in a more structured manner than in
the previous year.
• Workers in the value chain (S2): in 2025 the DMA introduced new risks, including:
o third-party accidents (carriers, customers, subcontractors)
o financial impacts from inadequate H&S
o Increasing risks from child labour/forced labour in high-risk areas. In 2024, these aspects were less detailed
and less linked to the supply chain.
• Community (S3): 2025 socio-environmental impacts have been better developed, especially in relation to water
stress, resource use and operations in sensitive areas, introducing combined risks (operational, reputational,
regulatory) that were not explicitly detailed in 2024.
• Consumers and end users (S4): in 2025, attention focused more on risks related to privacy and data
management, reinforcing an element that was less prominent in 2024.
3. Evolution of governance issues
In 2025, governance focused on financial, legal and reputational risks related to corporate conduct and violations
(corruption, AML, market manipulation, whistleblowing), with greater detail and clarity than in 2024.
Main changes:
• Introduction of a more comprehensive description of AML and anti-corruption risks.
• Clarity on financial and reputational impacts, explained in a more structured manner than in 2024.
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• Strengthening ESG elements integrated into company policies and culture.
Result of double materiality assessment
The Sustainability Department, together with its managers, defined the final result of the evaluation of the IROs, as
well as the list of Cementir's material topics, classifying them into three different categories (environment, social, and
governance), according to the ESRS.
The list is comprehensive as much as possible and outline the holistic framework in which the Group operates on a
day-to-day basis. This updated list provides a complete sustainability disclosure and is fully consistent with the
Cementir Group’s strategy.
Here below the outcome of the double materiality assessment performed in terms of ESRS topic and sub-topic (the
sub-topic highlighted in red are the ones defined as material):
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Here below a description of the topic and related subtopic with, if present, the description of the targets defined by
Cementir for each ESRS subtopic:
ESRS Topic
Subtopic
Description
E1 - Climate
Change
Climate change
mitigation
Energy
Adaptation & Mitigation:
• Reduce direct and indirect greenhouse gas (GHG) emissions; business model
aligned with the SBTi 1.5°C scenario.
Targets (validated by SBTi):
CO₂ reduction:
• 2030: −30% compared to 2020 (short-term target)
• 2050: Net zero emissions (long-term target)
Energy management:
• Alternative fuels:
• 2030: 48% grey cement; 14% white cement
• Energy recovery:
• The Aalborg plant provides district heating to the local community through
excess heat
E2 - Pollution
Air pollution
Soil pollution
Air pollution:
• Monitoring and mitigation of non-GHG emissions (PM, NOx, SO₂, NH₃, HCl, HF, Hg,
TOC, CO, Metals).
• Definition of site operational targets for compliance with legal limits.
Soil pollution:
• Prevention of contamination through control practices in the management of
hazardous substances and waste.
E3 - Water and
marine
resources
Water
Water management:
• Control and optimise water resources to reduce environmental impact and maximise
efficiency.
• Implement a ten-year roadmap to reduce water consumption per tonne of Equivalent
Cement produced.
Target 2030:
• −30% of specific water consumption vs. base value 2019 (Group level)
• −25% for plants located in areas of high water stress
E4 - Biodiversity
and ecosystems
Direct impact
factors on
biodiversity loss
Impacts on the
extent and state of
ecosystems
Biodiversity protection:
• Ensure the protection of biodiversity at all operational sites.
• Minimise the environmental impact through Rehabilitation Plans for all quarries.
• Implement Biodiversity Management Plans for quarries with high biodiversity value.
Target 2030:
• Keep rehabilitation plans active 100% of quarries with Rehabilitation Plans
• Biodiversity Management Plans implemented at all high-value sites
E5 - Circular
Economy
Resource inflows,
including resource
utilisation
Principles of circularity:
• Apply and promote the principles of the circular economy in production and
consumption to extend the life of materials and products.
Director’s Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 154
Resource outflows
related to
products and
services
Waste
• Maximise resource efficiency through reuse and recycling in the cement value chain.
• Integrate alternative fuels and explore sustainable energy sources in addition to
fossil fuels.
Target 2030:
• Increase the use of recycled materials and alternative fuels in all plants.
• Obtain a reduction in waste destined for landfill (target to be defined in the
roadmap).
S1 - Own
workforce
Working
conditions
Equal treatment
and equal
opportunities
Other work-
related rights
Working conditions:
• Ensure a safe and healthy working environment, free of accidents, fatalities and
illnesses.
• All cement plants certified to ISO 45001 since 2022.
Equal treatment and equal opportunities:
• Full implementation of DEI (Diversity, Equity, Inclusion) policies at company and
stakeholder levels.
Other work-related rights:
• Human rights protection for all stakeholders, in line with the Group's Human Rights
Policy.
• Promoting professional development and employee engagement.
Target 2030:
• Implement and maintain the “zero fatalities” strategy
• 100% compliance with DEI and Human Rights policies.
S2 - Workers in
the value chain
Working
conditions
Other work-
related rights
Working conditions:
• Ensure that all workers in the value chain comply with the highest standards of health,
safety and fair working conditions.
• Alignment with company policies, international frameworks and public commitments.
Other work-related rights:
• Ensure respect for human rights along the entire value chain.
• Promote ethical practices and compliance with the Group's Human Rights Policy.
S3 - Affected
communities
Communities'
economic, social
and cultural rights
Community engagement:
• Actively engage with local communities to ensure participation and respect for
economic, social and cultural rights.
• Redistribute benefits and apply principles of respect for human rights.
Water Access Commitment:
• Adherence to the WASH Pledge, aligned with SDG 6, to ensure access to safe water
and sanitation services for all employees at company sites.
• Extend WASH principles to the value chain (suppliers and communities).
S4 - Consumers
and end users
Informational
impacts for
consumers and
end users
Customer engagement:
• Understand, satisfy and interact with a diverse customer base.
• Integrate processes, technologies and human interactions to strengthen the
relationship throughout the entire customer journey.
G1 - Business
Conduct
Company culture
Whistleblower
protection
Company culture:
• Operate with integrity, ensure fair competition and ethical practices.
• Apply anti-corruption policies and promote transparency.
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Political
engagement and
lobbying
Corruption and
bribery
Whistleblower protection:
• Ensure safe and confidential channels for reporting misconduct.
• Apply a zero-retaliation policy.
Political engagement and lobbying:
• Ensure that every advocacy activity meets legal and ethical standards.
• Maintain transparency in political contributions.
Corruption and bribery:
• Implement rigorous anti-corruption and anti-bribery measures throughout the
organisation and value chain.
Director’s Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 156
DMA outcome IROs defined in accordance with the European Sustainability Reporting Standards (ESRS)
The following table reorganises the company's ESRS commitments into a clearer structure, grouping the main
themes, specific focus areas, and detailed actions and objectives.
The Company’ strategy is supported by the ERM, through the analysis of climate risks that mostly impact the
company's type of business. The strategy is constantly updated based on the risks monitored through ERM and the
scenario analysis.
The following table lists the sustainability-related impacts, risks and opportunities (IROs) identified and assessed as
material as a result of Cementir’s double materiality assessment process, including a brief description.
In addition, it also shows:
● whether impacts are positive or negative;
● the time horizon: short term (ST), medium term (MT), long term (LT);
● the scope of the value chain: upstream (U), own operations (OO), downstream (D).
Specific information is included in the topical sections “Environment”, “Social”, and Governance”. It should be noted
that, during 2025, there were no current financial effects.
ESRS
TOPIC
SUBTOPIC
IMPACT, RISK AND OPPORTUNITIES DESCRIPTION
IMPACTS
RISKS
OPPORTUNITY
TIME
HORIZON
(ST/MT/LT)
VALUE
CHAIN
PERIMET
ER
(U/OO/D)
E1
Climate
change
Climate change
mitigation
Cement production generates direct greenhouse gas
emissions from combustion and chemical processes,
contributing to climate change and damaging the
environment.
Negative
impact
(Actual)
ST
OO
Climate
change
Climate change
mitigation
Aalborg Portland's CCS project will capture and liquefy
around 95% of the Danish plant's CO₂ emissions using
Cryocap™ technology, avoiding 1.4 million tonnes per year
by 2030. It supports European carbon management targets,
creates a replicable onshore CCS value chain, and
generates local benefits through increased district heating.
Positive
impact
(Potential)
MT
U, OO,
D
Climate
change
Climate change
mitigation
Sales of FUTURECEM® and D‑carb reduce emissions along
the value chain, with cuts of up to 30% compared to Portland
cement.
Positive
impact
(Actual)
ST
OO, D
Climate
change
Climate change
mitigation
Scope 3 emissions, including purchased goods and
transport, have a significant impact on Cementir's carbon
footprint.
Negative
impact
(Actual)
ST
U, D
Climate
change
Energy
Energy-intensive production generates strong process
emissions, with significant climate impacts.
Negative
impact
(Actual)
ST
OO
Climate
change
Adaptation to
climate change
Water stress and seasonal variations can disrupt production
and increase costs, impacting EBITDA and profitability.
Risk
MT
U, OO,
D
Climate
change
Climate change
mitigation
More stringent rules such as CBAM increase compliance
costs and reduce competitiveness.
Risk
ST
U, OO,
D
Climate
change
Climate change
mitigation
New regulations can increase costs and reduce production,
with risks to profitability and revenues.
Risk
MT
U, OO,
D
Climate
change
Climate change
mitigation
The development of CCS is essential to reduce CO₂, avoid
penalties and access carbon credits.
Opportunity
LT
OO
Climate
change
Climate change
mitigation
CCS can capture up to 70% of emissions, reduce ETS costs
and increase competitiveness.
Opportunity
MT
U, OO,
D
Climate
change
Climate change
mitigation
The failure of the CCS project would expose Cementir to the
loss of benefits on investments made (EUR 100 million).
Risk
LT
OO
Climate
change
Climate change
mitigation
FUTURECEM® reduces emissions by 30%, increases sales
and competitiveness.
Opportunity
MT
U, OO,
D
Climate
change
Climate change
mitigation
Poor market alignment limits the diffusion of low‑carbon
products and reduces revenues and EBITDA.
Risk
MT
OO
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Climate
change
Climate change
mitigation
Insufficient marketing of low-emission products limits sales,
reduces competitiveness and negatively impacts EBITDA.
Risk
MT
OO, D
Climate
change
Energy
High GHG emissions generate increasing OPEX and CAPEX
due to stricter regulations.
Risk
ST
OO
Climate
change
Energy
High energy consumption exposes Cementir to financial risks
related to rising prices.
Risk
ST
OO
E2
Pollution
Air pollution
Clinker production emits pollutants and hazardous
substances, while alternative fuels can release harmful
compounds with impacts on the environment and
stakeholders.
Negative
impact
(Actual)
ST
OO
Pollution
Soil pollution
The production of cement emits pollutants and heavy metals
that can contaminate the soil, damaging the environment and
stakeholders.
Negative
impact
(Actual)
ST
OO
Pollution
Air pollution
Combustion and production release NOx, SO₂, particulates
and VOCs, increasing costs and financial risks.
Risk
ST
U, OO
Pollution
Soil pollution
Soil contamination from hazardous substances can result in
heavy penalties and clean-up costs, compromising the
company's reputation.
Risk
MT
U, OO
E3
Water and
marine
resources
Water
consumption
High water withdrawals can cause shortages in sensitive
areas, damaging ecosystems and wildlife.
Negative
impact
(Actual)
ST
OO
Water and
marine
resources
Water use incl.
withdrawals/cons
umption
High water consumption and quarry extraction create
operational, regulatory and reputational risks.
Risk
ST
U, OO
Water and
marine
resources
Water use incl.
withdrawals/cons
umption
Supply instability and rising prices can disrupt production.
Risk
ST
U, OO
Water and
marine
resources
Water use incl.
withdrawals/cons
umption
Water scarcity and discharge adjustments generate
operational and financial risks, especially in high-stress
areas.
Risk
ST
U, OO
E4
Biodiversity &
Ecosystems
Impact on
extension/conditi
on – soil
degradation
Biodiversity loss and ecosystem degradation, including
habitat loss, species reduction, and decline in ecosystem
functions.
Negative
impact
(Potential)
LT
U, OO
Biodiversity &
Ecosystems
Direct impact
factors on
biodiversity loss
Extractive activities degrade ecosystems by removing
vegetation, altering soils and disrupting wildlife corridors.
Negative
impact
(Potential)
MT
U, OO
Biodiversity &
Ecosystems
Direct drivers –
pollution
Emissions from the clinker (SO₂, NOₓ, particulate matter with
heavy metals) cause soil acidification, water eutrophication
and the decline of sensitive species.
Negative
impact
(Potential)
LT
OO
Biodiversity &
Ecosystems
Direct drivers –
direct exploitation
Limestone extraction damages karst ecosystems with
permanent loss of endemic species and local extinctions.
Negative
impact
(Potential)
LT
U
Biodiversity &
Ecosystems
Impact – soil
degradation
Waterproofing and topsoil loss reduce water retention and
ecosystem resilience.
Negative
impact
(Potential)
MT
U, OO
Biodiversity &
Ecosystems
Impact – soil
degradation
Reputational and stakeholders sentiment risks from
environmental impacts and unmet expectations regarding
nature protection.
Risk
LT
U, OO
Biodiversity &
Ecosystems
Direct drivers –
land use change
More stringent rules (permits/assessments) require
abatement investments, increase costs and constrain
production.
Risk
MT
U, OO
Biodiversity &
Ecosystems
Direct drivers –
pollution
Need for investments in low-carbon technologies and eco-
friendly products.
Risk
LT
OO
Biodiversity &
Ecosystems
Direct drivers –
direct exploitation
Limited extractive volumes can disrupt local supply and
supply chain.
Risk
LT
U
Biodiversity &
Ecosystems
Impact – soil
degradation
Extraction/production interruptions and water availability due
to scarcity, costs, climate, and long-term pollution.
Risk
MT
U, OO
Biodiversity &
Ecosystems
Impact and
dependencies of
ecosystem
services
Access to green financing by developing low-carbon
products and climate-centric initiatives.
Opportunity
LT
OO
Biodiversity &
Ecosystems
Impact on the
extent and
conditions of
ecosystems
Strengthen social licence and loyalty through initiatives
related to nature, biodiversity and circular economy
certifications.
Opportunity
MT
OO
Biodiversity &
Ecosystems
Impact on the
extent and
New technologies improve environmental monitoring,
reducing costs and risks and strengthening relationships with
stakeholders.
Opportunity
MT
U, OO
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conditions of
ecosystems
E5
Use of
resources &
circular
economy
Resource
Input/Resource
Usage
Shortages of raw materials, fuels or aggregates can disrupt
production and increase costs.
Risk
MT
U, OO
Use of
resources &
circular
economy
Waste
Management of production and hazardous waste increases
regulatory risk and operating costs.
Risk
MT
U, OO
Use of
resources &
circular
economy
Resource
Input/Resource
Usage
Recycled materials and alternative fuels reduce demand for
raw materials and CO₂ emissions.
Positive
impact
(Actual)
ST
U, D
Use of
resources &
circular
economy
Waste
Replacing raw materials with recycled materials (concrete,
ash, slag) and alternative fuels reduces waste and impact.
Positive
impact
(Actual)
ST
U, OO,
D
Use of
resources &
circular
economy
Resource
Input/Resource
Usage
Dependence on high quality limestone carries the risk of
depletion of accessible reserves.
Negative
impact
(Actual)
ST
U, OO
S1
Own
workforce
Working
conditions
Lack of stable employment and wellness programmes can
reduce satisfaction and performance, damaging results.
Negative
impact
(Potential)
ST
OO
Own
workforce
Working
conditions
Poor work-life balance reduces well-being and performance,
impacting Company results.
Negative
impact
(Potential)
ST
OO
Own
workforce
Working
conditions
Proactive engagement with EWC strengthens transparency
and compliance with EU standards.
Positive
impact
(Actual)
ST
OO
Own
workforce
Working
conditions
Exposure to silica dust can cause chronic diseases (severe
impacts).
Negative
impact
(Potential)
LT
OO
Own
workforce
Health & Safety
Use of heavy machinery and mining activities increases
fatality risk and H&S risks.
Negative
impact
(Potential)
ST
OO
Own
workforce
Training & skills
Cementir Academy: training on sustainability, leadership,
professional development, technical training, training
requirements in the Health and Safety field and targeted
training on specific training needs, strengthening community
and resilience, offering continuous training.
Positive
impact
(Actual)
ST
OO
Own
workforce
Equal Treatment
& Opportunity
Policies, training and whistleblowing channel prevent
violence and harassment.
Positive
impact
(Actual)
ST
OO
Own
workforce
Diversity
DE&I promoted through periodic checks, ensuring equal
treatment and opportunities.
Positive
impact
(Potential)
ST
OO
Own
workforce
Other work-
related rights
Serious violations (forced/child labour) can cause significant
negative impacts.
Negative
impact
(Potential)
MT
OO
Own
workforce
Working
conditions
WASH Pledge: Water, sanitation and hygiene reduce
disease, improve productivity and retention.
Positive
impact
(Actual)
ST
OO
Own
workforce
Diversity
Greater attention to equal opportunity rules can lead to loss
of talent and penalties for non-compliance.
Risk
ST
OO
Own
workforce
Other work-
related rights
Lack of gender and pay equality can generate penalties and
higher costs, impacting EBITDA.
Risk
ST
OO
Own
workforce
Health & Safety
Risks related to accident prevention/H&S violations generate
medical and legal expenses (fines and penalties).
Risk
MT
OO
Own
workforce
Child/Forced
Labour
Geographical risks of child/forced labour: reputational risk,
penalties and higher operating costs.
Risk
ST
OO
S2
Workers in
the value
chain
Working
conditions
Temporary contracts in upstream activities (mines/quarries)
may lack protections.
Negative
impact
(Pontential)
ST
U
Workers in
the value
chain
Working
conditions
Exposure to silica dust can cause chronic diseases (severe
impacts).
Negative
impact
(Potential)
LT
U
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Workers in
the value
chain
Health & Safety
Use of heavy vehicles and mining activities increases the risk
of fatalities and H&S hazards.
Negative
impact
(Potential)
ST
U
Workers in
the value
chain
Other work-
related rights
Forced labour, trafficking or child labour in the chain cause
severe impacts.
Negative
impact
(Potential)
MT
U
Workers in
the value
chain
Health & Safety
H&S violations lead to penalties and higher costs, impacting
financial performance.
Risk
LT
U
Workers in
the value
chain
Health & Safety
Incidents with
suppliers/transporters/customers/subcontractors near
plants: reputational damage, liability and insurance costs.
Risk
MT
U, D
Workers in
the value
chain
Health & Safety
Injuries/illnesses/fatalities: penalties, litigation, costs, bad
publicity and lower productivity.
Risk
MT
U, OO,
D
Workers in
the value
chain
Child/Forced
Labour
Operating in regions with risks of child/forced labour:
penalties, reputational damage and higher costs.
Risk
MT
U, OO,
D
S3
Affected
communities
Economic/social/
cultural rights
High water consumption can cause shortages in sensitive
areas, impacting communities and other sectors.
Negative
impact
(Potential)
MT
U, OO,
D
Affected
communities
Economic/social/
cultural rights
Aalborg: excess heat for district heating (20,000 households;
>80,000 with CCS), maintaining renewable heating and
reducing emissions.
Positive
impact
(Actual)
ST
U, OO,
D
Affected
communities
Economic/social/
cultural rights
Operating in ecologically sensitive areas can trigger
regulatory and reputational barriers (fines and costs).
Risk
MT
U, OO
S4
Consumers
and end
users
Information –
Access to quality
information
Innovative low-carbon products with transparent technical
and sustainability information for responsible choices.
Positive
impact
(Actual)
ST
D
Consumers
and end
users
Information –
Privacy
Sensitive data breaches: identity theft, fraud, reputational
damage, legal penalties and loss of revenue.
Risk
ST
D
G1
Business
Conduct
Company culture
Code of Ethics, whistleblowing and compliance training
strengthen integrity along the value chain and sustainable
behaviours.
Positive
impact
(Actual)
ST
OO
Business
Conduct
Corruption and
bribery
Corruption scandals damage reputation, erode trust and put
opportunities in the construction industry at risk.
Negative
impact
(Potential)
MT
U, OO,
D
Business
Conduct
Protection of
whistleblowers
Promoting whistleblowing to prevent fraud, security breaches
and environmental damage: strengthens ethics, compliance
and stakeholder trust.
Positive
impact
(Actual)
ST
U, OO,
D
Business
Conduct
Political
engagement and
lobbying
Early involvement in policies improves
compliance/competitiveness and promotes progressive
policies and low-carbon and circular solutions.
Positive
impact
(Actual)
ST
U, OO,
D
Business
Conduct
Protection of
whistleblowers
Confidential/anonymous channels: timely troubleshooting,
reputation protection/transparency and financial risk
reduction.
Risk
ST
U, OO,
D
Business
Conduct
Corruption &
bribery –
Prevention/Detect
ion
AML Violations: heavy penalties, reputational damage, lost
sales and decreased revenues.
Risk
LT
OO
Business
Conduct
Corruption &
bribery –
Prevention/Detect
ion
Violation of anti-corruption laws: fines, penalties, loss of
public contracts, serious reputational damage.
Risk
LT
OO
Business
Conduct
Corruption &
bribery –
Prevention/Detect
ion
Agreements on prices/manipulations: severe legal penalties,
business interruptions and financial losses.
Risk
LT
U, OO,
D
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Sustainability Governance, Strategic Commitments and ESG Ratings
Cementir presents its Sustainable Management Model and the governance tools put in place to oversee the
maintenance and creation of value, the structured management of relations with stakeholders, and the related
connection with the development of financial, productive, intellectual, human, natural, social and relational capital.
Membership of the UN Global Compact
Since 2022, Cementir has been a member of the United Nations Global Compact, publishing the Communication
on Progress (CoP) annually. Membership strengthens the integration of the Ten UNGC Principles on human rights,
labour, environment and anti-corruption, fostering a long-term sustainability-oriented management model.
The Ten UNGC Principles
• Human rights: respect and protection of human rights; prevention of any form of complicity.
• Labour: freedom of association, abolition of forced and child labour, non-discrimination.
• Environment: precautionary approach, environmental responsibility, promotion of sustainable technologies.
• Anti-corruption: commitment against corruption and extortion in all forms.
These principles, derived from international declarations and conventions, form the basis of the corporate
sustainability model.
Integration of the Principles into the Business Model
Cementir incorporates UNGC principles into strategies, policies and procedures, promoting a culture of integrity and
a uniform approach globally. This supports sustainable value creation and responsible ESG risk management.
Supporting the Sustainable Development Goals (SDGs)
Cementir is inspired by the 17 UN SDGs, recognising them as a reference to address global challenges such as
climate change, inequality, environmental degradation and the promotion of peace and justice.
The Sustainability Plan is aligned with the UNGC Value Driver model, with objectives that integrate growth,
productivity, governance and risk management, ensuring consistency between the four areas of the Ten Principles
and the relevant SDGs.
Cementir consolidates an integrated sustainability approach, compliant with international principles (UNGC) and the
SDGs, strengthening governance, ESG performance and long-term value creation in line with CSRD/ESRS
requirements.
Science Based Targets Initiative (SBTi)
Cementir is committed to developing a business model fully aligned with the strategic sustainability targets and CO₂
emission reduction targets, validated by the Science Based Targets initiative (SBTi) as consistent with a scenario of
containing the increase in global temperature within 1.5°C.
In February 2024, the Science Based Targets initiative (SBTi) validated that the medium-term (2030) and long-term
(2050) CO₂ emission reduction targets defined by Cementir are consistent with the 1.5°C Scenario. SBTi's official
target approval was published on 29 February 2024.
Net zero emissions target
Cementir Holding N.V. is committed to achieving the target in terms of net greenhouse gas (GHG) emissions
throughout the value chain, by 2050.
Short-term goals
Cementir Holding N.V. is committed to reducing gross Scope 1 and 2 greenhouse gas emissions by 29.33% per
tonne of cement product by 2030, starting from a 2021 base year. Cementir Holding N.V. undertakes to reduce gross
Director’s Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 161
Scope 3 greenhouse gas emissions of goods and services purchased by 23.00% per tonne of clinker and cement
purchased by 2030, starting from a 2021 base year.
Long-term targets
Cementir Holding N.V. is committed to reducing gross Scope 1 and 2 greenhouse gas emissions by 96.1% per tonne
of cement product by 2050, starting from a 2021 baseline year. Cementir Holding N.V. is committed to reducing
absolute Scope 3 greenhouse gas emissions by 90% by 2050, starting from a 2021 baseline year0F
1
.
1
The target boundary includes land-related emissions and removals from bioenergy feedstocks.
Director’s Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 162
ESG Score
In recent years ESG ratings have become increasing significant and enable external stakeholders to have a
comprehensive view of the company’s approach to environmental, social and governance issues. Furthermore, these
ESG issues also drive investment decision and are instrumental in defining sustainable investment strategies.
The yearly participation of Cementir in both solicited and unsolicited ESG ratings is always a valuable opportunity to
improve overall. The process followed by the company for each rating leads to deep internal analysis, a significant
reshaping of its actions and often an awareness of the multitude of best practices adopted.
Cementir's ESG ratings for 2025 show, on the one hand, important confirmations in several areas and, on the other,
further opportunities for improvement. In particular, for the second consecutive year the Company has confirmed
inclusion in the CDP A List; it has also been included in the Time ranking of the 500 most sustainable companies in
the world and named Climate Leader by the Financial Times. These results testify to the Group's solid commitment
to sustainability issues and reflect the numerous initiatives implemented over time to enhance its positive impact on
society as a whole.
Below is a summary of Cementir's ESG ratings.
ESG Score
Rating
2022
2023
2024
2025
Description
CDP
Climate
Change
A-
A-
A
A
In December 2025, Cementir was confirmed for the second time in the
prestigious CDP "A list" that recognises the strategies and actions of
companies to mitigate climate change,and embrace the concept of
corporate transparency. This result underlines the significant progress
made by Cementir in four years, and from the initial rating of “B” in 2020
CDP
Water Security
A-
A-
A-
A-
In December 2025, Cementir also maintained its leadership in CDP Water
Security, obtaining a score of "A-" for the fourth consecutive year.
MSCI
BBB
A
A
A
In September 2024, Cementir Holding received an A rating from MSCI for
its strong performance in the areas of environment, social, and
governance (ESG). MSCI's rating update is expected during the first half
of 2026
S&P Global
54/100
56/100
61/100
65/100
In June 2025, Cementir was rated 65/100 in S&P Global's Corporate
Sustainability Assessment (CSA) 2025, an improvement of 4 points
compared to 2024.
Sustainalytics
Not
scored
29.2
(Medium
risk)
22.3
(Medium
risk)
22.2
(Medium
risk)
In August 2025, Cementir improved its ESG Risk Rating to 22.2 and was
rated by Morningstar Sustainalytics at medium risk of significant financial
impacts from ESG factors. This data places Cementir in 9th place out of
120 construction materials companies evaluated worldwide by
Sustainalytics.
LSEG
B+
A-
A-
B+
LSEG (formerly Refinitiv) awarded Cementir a B+ rating with a score of
73/100, ranking it 17th out of 135 companies operating in the building
materials sector.
ISS ESG
Not
scored
C+
Prime
C+
Prime
-
In 2023, Cementir received a C+ Prime, rating above the average for
industry peers. Companies are categorised as Prime if they exceed the
sustainability performance requirements defined by ISS ESG for a specific
industry (absolute best-in-class approach) in the ESG Corporate Rating.
The update of the rating by ISS is expected during the first half of 2026.
EthiFinance
64/100
70/100
75/100
-
In 2024, Cementir obtained a score of 75/100 from EthiFinance. Thanks
to the score obtained, Cementir is above the average of the 168
companies that have undergone the rating and operate in the materials
sector. The update of the rating by EthiFinance is expected during the first
half of 2026.
Director’s Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 163
The impact of the value chain on climate change and water security
To fully understand the environmental impact of a company's economic activities, it is not enough to focus exclusively
on direct emissions and the associated risks. A comprehensive assessment requires the involvement of the entire
value chain, in order to analyse and improve performance across all segments of the operating cycle.
The involvement of the value chain is a fundamental element for risk management, quality assurance, promotion
of innovation and alignment with ethical and sustainable practices. This collaborative approach strengthens the
company's resilience and increases its competitiveness in the market.
With this in mind, Cementir started calculating Scope 3 emissions in 2020, with the aim of increasing suppliers'
awareness of climate change and identifying priority areas for reducing emissions along the value chain, in line with
recognised scientific methodologies.
To facilitate this effort, Cementir has enriched its supplier engagement process by participating in the CDP Supply
Chain programme. Since 2020, an increasing number of strategic suppliers have therefore been invited to complete
the Climate Change Questionnaire. This questionnaire requires suppliers to disclose information on climate-related
risks and opportunities, emissions data, their emissions management strategies (including reduction targets), as well
as the actions they have implemented to achieve such reductions.
Cementir has also worked to integrate best practices for supplier engagement by encouraging climate initiatives
across its supply chain. In recent years, Cementir has actively educated its suppliers by providing access to training
materials and resources, thus encouraging them to take meaningful action for the climate and to reduce emissions.
Starting in 2023, Cementir has expanded its supplier engagement process by inviting suppliers to also complete the
water safety questionnaire. This module helps identify water resources used by suppliers in their operations and
supply chains, assesses their water risk management procedures, and evaluates mitigation strategies or
opportunities. This initiative underlines Cementir's commitment to the conservation and safeguarding of precious
natural resources. As in previous years, the company’s engagement efforts have focused on its Top Group
Suppliers—those deemed strategic due to factors such as spending volume, geographic location, or the type of raw
materials and services provided.
Results from 2025 as a result of efforts in terms of supplier engagement
Below are the main results of the questionnaires on climate change and on water security for 2025:
1. CDP Supply Chain - Climate Change
• 89% of suppliers who responded (65 out of 73) have implemented initiatives to reduce emissions.
• 58% (42 out of 73) of responding suppliers report their objectives validated by SBTi
• 93% of suppliers who responded (68 out of 73) report emission reduction projects.
• 89% of suppliers who responded (65 out of 73) are committing their supply chains to climate change issues by
encouraging compliance with requirements such as reporting greenhouse gas emissions and setting ad hoc
targets.
Director’s Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 164
Supplier engagement progress over time:
2020
2021
2022
2023
2024
2025
A) Suppliers involved
55
75
110
154
173
179
B) Suppliers that responded
17
29
43
63
74
73
C) Response rate (B/A)
31%
39%
39%
41%
43%
41%
D) Climate Targets
N.M
24
32
57
60
65
E) Target Approved by SBTi
N.M
N.M
N.M
38
35
42
F) Target aligned with SBTi, but not approved yet
N.M
N.M
N.M
6
11
7
H) Suppliers engaging their own suppliers
N.M
26
39
55
62
54
2. CDP Supply Chain – Water Security
a. The 100% of responding suppliers have a risk assessment procedure in place
b. The 85% of responding supplier report withdrawal from water stressed areas
c. The 100% of responding suppliers report water-management at the C-suite
d. Among the suppliers that responded, 91% reported objectives related or unrelated to water, with a
prevalence of WASH objectives.
2023
2024
2025
A) Suppliers involved
154
173
179
B) Suppliers that responded
34
53
51
C) Response rate (B/A)
22%
31%
28.5%
To support suppliers’ engagement and boost the response rates, dedicated supplier training webinars have been
held since 2020.
This training aims to communicate the importance and benefits from transparently reporting on emissions, climate
impact and water security.
Specific Initiatives and Objectives
• Science Based Targets Initiative (SBTi): In February 2024, the SBTi validated Cementir's CO2 emissions
reduction targets, judging them consistent with the 1.5°C scenario.
• Danish Climate Partnership: Since November 2019, the Group, through its Danish subsidiary Aalborg
Portland, has been involved in a national CO2 reduction project sponsored by the Danish government.
• The project aligns with a binding Danish climate law that aims at a 70% reduction in Danish CO2 emissions
by 2030 compared to the 1990 baseline.
• The Chief Commercial Officer of Aalborg Portland is leading the climate partnership for the Danish energy-
intensive industry. This working group will provide the Danish government with a technical forecast of achievable
CO2 reductions and define the necessary prerequisites, such as policy and innovation.
Director’s Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 165
Cementir's approach to taxes
The Cementir Group uses a decentralised tax management model where local associated companies manage
their tax compliance according to local regulations. However, global tax issues, complex or extraordinary, such as
the policy of transfer pricing and extraordinary transactions, are centrally coordinated, often with the support of
external consultants. Local Chief Financial Officers (CFOs) and Finance Managers are encouraged to hire world-
class tax advisors to maintain a high level of expertise and stay up to date on local laws.
Transparency and Strategy
• Non-Aggressive Planning: The Group does not include companies in so-called tax havens (as defined by
the EU) or low-tax countries. Does not explicitly adopt aggressive tax planning strategies involving artificial
schemes, entities, or transactions dictated by tax reasons to obtain advantages.
• Global Guidelines: Cementir's international tax approach follows the OECD (Organisation for Economic Co-
operation and Development) guidelines and applies the Treaties to avoid double taxation, where applicable.
• Transfer Pricing: Group guidelines have been established to ensure compliance with country requirements for
commercial transactions from a transfer prices perspective.
• Transparency and Collaboration: The Group manages its tax approach with full transparency and a
collaborative approach, adhering to the local legislation of all operating countries.
Tax Risk Management
• Risk Framework: Tax risks are considered within the Group's risk management framework.
• Monitoring: Risks are monitored through group processes, including dedicated controls and testing tools for local
compliance. The primary objective is to control and limit these risks and avoid conflicts with the interpretation of
tax regulations by local authorities.
• Reporting: A whistleblowing system is in place, which can be used to report non-compliance with laws and
regulations, including tax issues.
• Tax Authorities: Cementir maintains relationships with local tax authorities, addressing issues such as the
interpretation of rules and tax audits with a fully transparent and collaborative approach.
The Group recognises the importance of transparent tax management, which is why it provides quantitative country-
by-country reporting for the year 2025.
Director’s Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 166
Country
Description
Number of
employees
Revenues
from sales
to third
parties
Revenues
from
intragroup
transactions
with other
tax
jurisdictions
Profit/loss
before
taxes
Tangible
assets
other than
cash and
cash
equivalents
Corporate
income tax
paid in
cash
Corporate
income
taxes
accrued on
the current
year result
(EUR)
(EUR)
(EUR)
(EUR)
(EUR)
(EUR)
Italy
Sales, marketing or distribution;
Administration, management or
support services; Holding of
shares or other equity
instruments; Other
37
61.398.526
112.862.000
49.824.000
2.365.669
-799.193
-6021000
Italy
Ownership and management of
intellectual property rights;
Administration, management or
support services; Internal group
financing; Ownership of shares or
other equity instruments.
45
0
0
-46.528.000
15.815.064
0
5105000
Australia
Sales, marketing and distribution
of cement.
5
20.202.910
0
809.000
363.919
-380.154
-177.000
Belgium
Manufacture of cement and
ready-mixed concrete; Sales,
marketing or distribution.
440
254.694.773
56.355.000
80.676.000
346.882.858
-17.314.390
-21.316.000
China
Manufacture of cement; Sales,
marketing or distribution.
228
49.875.805
0
6.180.000
30.897.693
-2.077.460
-1.540.000
Denmark
Ownership and management of
intellectual property rights;
Manufacture or production of
cement and ready-mixed concrete;
Sales, marketing or distribution;
Internal group financing;
Ownership of shares or other
equity instruments.
795
409.263.402
75.719.000
116.994.000
243.056.289
-23.016.136
-26.061.000
Egypt
Manufacture of cement; Sales,
marketing or distribution.
73
26.097.722
21.924.000
9.824.000
17.151.071
-5.108.513
-3.905.000
France
Manufacture of ready-mixed
concrete; Sales, marketing or
distribution.
31
94.239.105
0
4.721.000
7.381.079
-935.587
-1.181.000
Iceland
Sales, marketing and distribution
of cement.
10
19.926.931
0
1.302.000
1.725.197
-322.757
-263.000
Malaysia
Manufacture of cement; Sales,
marketing or distribution.
193
28.734.299
12.548.000
1.900.000
30.268.127
-931.758
-647.000
Norway
Manufacture of ready-mixed
concrete; Sales, marketing or
distribution.
106
97.372.582
0
-1.979.000
24.567.060
0
0
Poland
Sales, marketing and distribution
of cement.
8
32.723.974
16.000
1.838.000
663.475
-505.145
-350.000
Spain
Ownership of shares or other
equity instruments.
0
0
0
328.000
0
-202.210
-707.000
Sweden
Manufacture of ready-mixed
concrete; Sales, marketing or
distribution.
113
49.604.177
2.330.000
3.058.000
19.430.923
-993.105
-568.000
Türkiye
Manufacture of cement and ready-
mixed concrete; Sales, marketing
or distribution; Administration,
management or support services;
Ownership of shares or other
equity instruments.
701
321.553.913
13.917.000
52.268.000
253.146.574
-10.471.330
-13.324.000
United
Kingdom
Waste management and
recycling. Ownership of shares or
other equity instruments.
0
0
0
0
0
0
0
USA
Manufacture of cement; Sales,
marketing or distribution;
Ownership of shares or other
equity instruments.
202
173.951.967
1.117.000
5.045.000
71.514.166
-654.040
-1.550.000
Total
2.905
1.578.241.560
183.926.000
282.964.000
1.047.048.431
-62.912.585
-71.589.000
Director’s Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 167
ANNEX
Overview of all reported disclosure requirements identified as material
ESRS reference table
In our Sustainability Statement, we have adhered to the Disclosure Requirements stipulated by ESRS as displayed
below. The following content index illustrates the locations where the lists of Disclosure Requirements can be found.
Some of these have been incorporated by reference.
ESRS
Code
ESRS description
References -
page
Notes, if any
Derived
from other
EU
legislation
2 BP-1
General basis for preparation of the sustainability statement
131
2 BP-2
Disclosures in relation to specific circumstances
132
2 GOV-1
The role of the administrative, supervisory and management bodies
140
2 GOV-1
Board's gender diversity paragraph 21 (d)
141
X
2 GOV-1
Percentage of board members who are independent paragraph 21 (e)
141
X
2 GOV-4
Statement on due diligence paragraph 30
144
X
2 GOV-2
Information provided and sustainability issues addressed by the administrative,
management, and control bodies
143
2 GOV-3
Integration of sustainability-related performance in incentive schemes
143
2 GOV-4
Statements on sustainability due diligence
144
X
2 GOV-5
Risk management and internal controls over sustainability statement
143
2 SBM-1
Strategy, business model and value chain (products, markets, customers)
137
2 SBM-1
Strategy, business model and value chain (headcount by country)
137
2 SBM-1
Strategy, business model and value chain (breakdown of revenue)
137
2 SBM-2
Interests and views of stakeholders
138-140
2 SBM-3
Material impacts, risks and opportunities and their interaction with strategy and
business model
147-159
2 IRO-1
Description of the process to identify and assess material impacts, risks and
opportunities
137
2 IRO-2
Disclosure requirements in ESRS covered by the undertaking’s sustainability
statement
167-171
2 GOV-3
Integration of sustainability-related performance in incentive schemes
173
E1-1
Transition plan for climate change mitigation
174
E1-1
Undertakings excluded from Paris-aligned Benchmarks paragraph 16 (g)
174
X
E1-2
Policies related to climate change mitigation and adaptation
191
E1-3
Actions and resources in relation to climate change policies
192
E1-4
Targets related to climate change mitigation and adaptation
192
E1-4
GHG emission reduction targets paragraph 34
193-196
X
E1-5
Energy consumption and mix
193-196
E1-5
Energy consumption from fossil sources disaggregated by sources (only high
climate impact sectors) paragraph 38
193-196
X
Director’s Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 168
E1-5
Energy consumption and mix paragraph 37
193-196
X
E1-5
Energy intensity associated with activities in high climate impact sectors
paragraphs 40 to 43
193-196
X
E1-6
Gross Scope 1, 2, 3 and total GHG emissions
197-200
E1-6
Gross Scope 1, 2, 3 and Total GHG emissions paragraph 44
197-200
X
E1-6
Gross GHG emissions intensity paragraphs 53 to 55
197-200
X
E1-8
Internal carbon pricing
200
E2-1
Policies related to pollution
201
E2-2
Actions and resources related to pollution
202-204
E2-3
Targets related to pollution
204
E2-4
Pollution of air and soil
204-205
E2-4
Amount of each pollutant listed in Annex II of the E-PRTR Regulation
(European Pollutant Release and Transfer Register) emitted to air, water and
soil, paragraph 28
204-205
X
E3-1
Policies related to water and marine resources
206
E3-1
Water and marine resources paragraph 9
206-208
X
E3-1
Dedicated policy paragraph 13
206-208
X
E3-2
Actions and resources related to water and marine resources
208
E3-3
Targets related to water and marine resources
208-209
E3-4
Water consumption
209-212
E3-4
Total water recycled and reused paragraph 28 (c)
209-212
X
E3-4
Total water consumption in m
3
per net revenue on own operations, paragraph
29
209-212
X
E4-1
Transition plan and consideration of biodiversity and ecosystems in strategy
and business model
213-214
2 SBM 3
E4 paragraph 16 (a) i
213-214
X
2 SBM 3
E4 paragraph 16 (b)
213-214
X
2 SBM 3
E4 paragraph 16 (c)
213-214
X
E4-2
Policies related to biodiversity and ecosystems
224-225
E4-2
Sustainable land / agriculture practices or policies paragraph 24 (b)
224-225
X
E4-2
Sustainable oceans / seas practices or policies paragraph 24 (c)
224-225
X
E4-3
Actions and resources related to biodiversity and ecosystems
225-228
E4-4
Targets related to biodiversity and ecosystems
228
E4-5
Impact metrics related to biodiversity and ecosystems change
229
E5-1
Policies related to resource use and circular economy
230
E5-2
Actions and resources related to resource use and circular economy
231
E5-3
Targets related to resource use and circular economy
231-233
E5-4
Resource inflows
233-235
E5-5
Resource outflows
233-235
E5-5
Non-recycled waste paragraph 37 (d)
233-235
X
E5-5
Hazardous waste and radioactive waste paragraph 39
233-235
X
Director’s Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 169
2- SBM3
Risk of incidents of forced labour paragraph 14 (f)
251
X
2- SBM3
Risk of incidents of child labour paragraph 14 (g)
251
X
S1-1
S1-1 – Policies related to own workforce
254-258
S1-1
Human rights policy commitments paragraph 20
254-258
X
S1-1
Due diligence policies on issues addressed by the fundamental International
Labour Organisation Conventions 1 to 8, paragraph 21
254-258
X
S1-1
processes and measures for preventing trafficking in human beings paragraph
22
254-258
X
S1-1
workplace accident prevention policy or management system paragraph 23
254-258
X
S1-2
Processes for engaging with own workforce and workers’ representatives about
impacts
259-262
S1-3
Processes to remediate negative impacts and channels for own workforce to
raise concerns
259-262
S1-3
Grievance/complaints handling mechanisms paragraph 32 (c)
262-263
X
S1-4
Taking action on material impacts on own workforce, and approaches to
managing material risks and pursuing material opportunities related to own
workforce, and effectiveness of those actions
262-263
S1-5
Targets related to managing material negative impacts, advancing positive
impacts, and managing material risks and opportunities
265--268
S1-6
Characteristics of the undertaking’s employees
269-272
S1-7
Characteristics of non-employees in the undertaking’s own workforce
272
S1-8
Collective bargaining coverage and social dialogue
272-274
S1-9
Diversity metrics
274-275
S1-10
Adequate wages
275
S1-11
Social protection
276
S1-12
People with disabilities
276-277
S1-13
Training and skills development metrics
277-280
S1-14
Health and safety metrics
280-287
S1-14
Number of fatalities and number and rate of work-related accidents paragraph
88 (b) and (c)
280-287
X
S1-14
Number of days lost to injuries, accidents, fatalities or illness paragraph 88 (e)
280-287
X
S1-15
Work-life balance metrics
288
S1-16
Remuneration metrics (pay gap and total remuneration)
288-290
S1-16
Unadjusted gender pay gap paragraph 97 (a)
288-290
X
S1-16
Excessive CEO pay ratio paragraph 97 (b)
288-290
X
S1-17
Incidents, complaints and severe human rights impacts
291
S1-17
Incidents of discrimination paragraph 103 (a)
291
X
S1-17
Non-respect of UNGPs on Business and Human Rights and OECD Guidelines
paragraph 104 (a)
291
X
2 SBM-2
Interests and views of stakeholders
291
2 SBM3
Significant risk of child labour or forced labour in the value chain paragraph 11
(b)
291-292
X
2 SBM-3
Material impacts, risks and opportunities and their interaction with strategy and
business model
291-292
S2-1
Policies related to value chain workers
291-293
Director’s Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 170
S2-1
Human rights policy commitments paragraph 17
291-293
X
S2-1
Policies related to value chain workers paragraph 18
294
X
S2-1
Non-respect of UNGPs on Business and Human Rights principles and OECD
guidelines paragraph 19
294
X
S2-1
Due diligence policies on issues addressed by the fundamental International
Labour Organisation Conventions 1 to 8, paragraph 19
294
X
S2-2
Processes for engaging with value chain workers about impacts
294-295
S2-3
Processes to remediate negative impacts and channels for value chain workers
to raise concerns
294-295
S2-4
Taking action on material impacts on value chain workers, and approaches to
managing material risks and pursuing material opportunities related to value
chain workers, and effectiveness of those action
296
S2-4
Human rights issues and incidents connected to its upstream and downstream
value chain paragraph 36
296
X
S2-5
Targets related to managing material negative impacts, advancing positive
impacts, and managing material risks and opportunities
296
2 SBM-2
Interests and views of stakeholders
296
2 SBM-3
Material impacts, risks and opportunities and their interaction with strategy and
business model
297
S3-1
Policies related to affected communities
298-299
S3-1
Human rights policy commitments paragraph 16
298
X
S3-1
Non-respect of UNGPs on Business and Human Rights and OECD guidelines
paragraph 17
298
X
S3-2
Processes for engaging with affected communities about impacts
299
S3-3
Processes to remediate negative impacts and channels for affected
communities to raise concerns
299
S3-4
Taking action on material impacts on affected communities, and approaches to
managing material risks and pursuing material opportunities related to affected
communities, and effectiveness of those actions
300
S3-4
Human rights issues and incidents paragraph 36
300
X
S3-5
Targets related to managing material negative impacts, advancing positive
impacts, and managing material risks and opportunities
301
2 SBM-2
Interests and views of stakeholders
302
2 SBM-3
Material impacts, risks and opportunities and their interaction with strategy and
business model
302
S4-1
Policies related to consumers and end-users
303
S4-1
Policies related to consumers and end-users paragraph 16
303
X
S4-1
Non-respect of UNGPs on Business and Human Rights and OECD guidelines
paragraph 17
303
X
S4-2
Processes for engaging with consumers and end-users about impacts
304-305
S4-3
Processes to remediate negative impacts and channels for consumers and
end-users to raise concerns
305-306
S4-4
Taking action on material impacts on consumers and end-users, and
approaches to managing material risks and pursuing material opportunities
related to consumers and end-users, and effectiveness of those actions
306
S4-4
Human rights issues and incidents paragraph 35
306
X
S4-5
Targets related to managing material negative impacts, advancing positive
impacts, and managing material risks and opportunities
307
Director’s Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 171
2 GOV-1
The role of the administrative, supervisory and management bodies
308
2 IRO-1
Description of the processes to identify and assess material impacts, risks and
opportunities
308
G1-1
Business conduct policies and corporate culture
309
G1-1
United Nations Convention against Corruption paragraph 10 (b)
309
X
G1-1
Protection of whistleblowers paragraph 10 (d)
309
X
G1-3
Prevention and detection of corruption and bribery
309-310
G1-4
Incidents of corruption or bribery
311
G1-4
Fines for violation of anti-corruption and anti-bribery laws paragraph 24 (a)
311
X
G1-4
Standards of anti-corruption and anti-bribery paragraph 24 (b)
311
X
G1-5
Political influence and lobbying: disclosure of advocacy activities, interactions
with institutions, participation in industry associations, and the absence of
political contributions.
311-313
Director’s Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 172
The following DRs have not been included because the Group has decided to omit the information for this year, as
provided for in Annex C of ESRS 1, or because they are not relevant, in the opinion of Cementir.
ESRS
Code
ESRS description
Reason for exclusion
ESRS 2
SBM-1
A breakdown of total revenue, as included in its financial statements,
by significant ESRS sectors.
Phase-in option
E1-7
GHG removals and GHG mitigation projects financed through carbon
credits
Not applicable, because the Group is not
working with carbon credits
E1-9
Anticipated financial effects from material physical and transition risks
and potential climate-related opportunities
Phase-in option
E2-5
Anticipated financial effects from pollution-related impacts, risks
Phase-in option
E3-5
Anticipated financial effects from water and marine resources-related
impacts, risks and opportunities
Phase-in option
E4-6
Anticipated financial effects from biodiversity and ecosystem-related
risks and opportunities
Phase-in option
E5-6
Anticipated financial effects from resource use and circular economy-
related impacts, risks and opportunities
Phase-in option
In 2025, the European Commission presented the legislative proposal Omnibus I – COM(2025)81, part of the broader
simplification package aimed at streamlining the obligations under the Corporate Sustainability Reporting Directive
(CSRD) and the European Sustainability Reporting Standards (ESRS). This initiative, which introduces changes to
the existing discipline with the aim of reducing administrative burdens and making reporting requirements more
proportionate, provides, among other things, for the revision and simplification of ESRS and a significant reduction
in mandatory datapoints. Cementir Holding N.V. is closely monitoring the evolution of the legislative process,
assessing its impacts on its sustainability statement safeguards in order to ensure full alignment with future European
regulatory requirements and ensure consistent, reliable ESG reporting that complies with international best practices.
Director’s Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 173
ENVIRONMENTAL INFORMATION
E1 CLIMATE CHANGE
Governance
ESRS 2 GOV-3 Integration of sustainability-related performance in incentive schemes
Cementir adopts a competitive remuneration system which guarantees a balance between corporate strategic
objectives and recognition of the merits of Group employees. By using variable short and medium/long term
remuneration components, the Policy is designed to align staff interests with the pursuit of the priority objective -
value creation - and the achievement of financial and sustainability targets.
This objective is also pursued by linking a portion of remuneration to the achievement of defined performance
targets, by means of both the short-term incentive scheme (STI) and the long-term incentive scheme (LTI).
In 2025, as part of the STI program, fully integrated into the performance management process, the Group
continued to maintain the ESG objectives defined based on the department to which it belongs.
Particular attention was paid to the issues of reducing CO
2
emissions, sustainability CapEx directly linked to
Taxonomy (see the “Taxonomy” section), and Occupational Health and Safety. However, targets related to
biodiversity, ISO certification, circularity, clinker reduction, human capital, as well as development and water
consumption were also envisaged.
The remuneration of the whole C-level is also linked to ESG topics. The objective in terms of occupational health
and safety, and the objective of reducing CO
2
emissions are included in the STI programme of all C-level
employees. In particular, these KPIs represent 15-20% of their remuneration. With specific reference to the KPIs
related to Climate Change, and the related CO
2
, the KPIs have been set and linked to the same metrics used in
the CSRD for CO
2
equivalent emissions. Therefore, ESG related topic have a consistent and specific weight in
determining the variable remuneration of senior executives.
The LTI Plan consists of three three-year cycles, each providing for the payment of an incentive subject to the
achievement of performance targets at the end of the performance period. This plan ensures the long-term
retention of a selected group of Group managers in strategic positions.
The Plan proposed the following objectives:
• allow beneficiaries to focus on medium/long-term objectives to create sustainable value over time in line with
the Company's strategic objectives;
• act as a tool for retaining beneficiaries;
• align remuneration packages with market practices.
With reference to the incentive systems, currently there are none for the members of the Board. The only recipient
of an STI plan is the President and CEO. The STI plan for the President include specific ESG objective as part
of its remuneration..
The Group will evaluate in the coming years the possibility of extending this incentive system to the Board as
well.
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Strategy
E1-1 Transition plan for climate change mitigation
Task Force on Climate-related Financial Disclosures – TCFD
Overview
“The Task Force’s report establishes recommendations for disclosing clear, comparable and consistent
information about the risks and opportunities presented by climate change. Their widespread adoption will ensure
that the effects of climate change become routinely considered in business and investment decisions. Adoption
of these recommendations will also help companies better demonstrate responsibility and foresight in their
consideration of climate issues. That will lead to smarter, more efficient allocation of capital, and help smooth the
transition to a more sustainable, low-carbon economy’ (Michael R. Bloomberg, Chairman, TCFD).
Cementir is publicly committed to adopting the recommendations of the Task Force on Climate-related Financial
Disclosures (TCFD) of the Financial Stability Board, which in June 2017 published specific recommendations for
the voluntary reporting of the financial impact of climate risks. The TCFD aims to offer consistent and effective
financial disclosures that allow investors and other stakeholders to assess the climate risks faced by companies
and to take appropriate actions.
Cementir identifies, assesses and manages climate change risks alongside all other types of risk as an integral
part of its Risk Management Framework. Climate risks and opportunities are monitored in a structured manner
consistent with the TCFD.
In 2022, as part of TCFD assessment, Cementir commissioned Standard & Poor’s (S&P) to conduct a gap
assessment of its existing climate-related disclosures. According to the analysis performed by S&P, Cementir
achieved a total score of 100% on the overall assessment, which represent a complete level of disclosure and
transparency on TCFD metrics.
This chapter follows the structure of the TCFD recommendations around four thematic areas that represent core
elements of how organisations operate: governance, strategy, risk management and metrics and targets.
Governance
In the Cementir Group, the Sustainability strategy receives appropriate board and management attention.
Governance – The organisation’s governance around climate-related risks and opportunities
RECOMMENDATIONS OF THE TCFD
DISCLOSURE
a) Describe the Board’s oversight of climate-related
risks and opportunities
Chapter: ESRS 2 "General Information"
b) Describe management’s role in assessing and
managing climate-related risks and opportunities
Chapter: ESRS 2 "General Information"
In the chapter ESRS 2 General Information, the description of the different governing bodies includes useful
clarifications of the specific nature of their climate-related accountabilities.
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Strategy
In view of the significance of climate change for our business, Cementir has developed the Sustainability Strategy.
Cementir described how climate-related issues may affect the organisation’s business, strategy and financial
planning over the short, medium, and long term. The three time horizons can be summarised as follows:
• The short term (1-3 years), in which sensitivity analyses based on the Industrial Plan presented to investors
can be performed.
• The medium term (until 2030) is a time horizon beyond the Industrial Plan but addressed by the Cementir
Climate Change Strategy and its 10-year roadmap.
• The long term (2030-2050), in which chronic structural changes in the climate should begin to emerge.
In addition, the Group regularly assesses current and potential impacts of climate-related risks and opportunities
on the business and consequently updates its strategy and its financial planning.
Strategy – Current and potential impacts of climate-related risks and opportunities on the organisation’s business,
strategy and financial planning
RECOMMENDATIONS OF THE TCFD
DISCLOSURE
a) Describe the climate-related risks and opportunities the
organization has identified over the short, medium and long term
Chapter: E1 Climate Change
b) Describe the impact of climate-related risks and
opportunities on the organization’s businesses, strategy, and
financial planning
Chapter: E1 Climate Change
c) Describe the resilience of the organization’s strategy,
taking into consideration different climate-related scenarios,
including a 2° or lower scenario
Chapter: E1 Climate Change
Risk management
Cementir identifies, assesses and manages climate change risks and opportunities alongside all other types of
risk as an integral part of its Risk Management Framework, which is subject to continuous improvements.
Risk management – Identification, assessment and management of climate related risks
RECOMMENDATIONS OF THE TCFD
DISCLOSURE
a) Describe the organization’s processes for identifying and
assessing climate-related risks
Chapter: E1 Climate Change
b) Describe the organization’s processes for managing climate-
related risks
Chapter: E1 Climate Change
c) Describe how processes for identifying, assessing, and
managing climate-related risks are integrated into the organization’s
overall risk management
Chapter: E1 Climate Change
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Metrics and targets
The Group has identified four pillars that represent the core principles that have inspired the company’s
sustainability strategy. The targets are related to the efforts by Cementir to adopt all necessary measures and
the most innovative technological solutions to minimise the impact of our business on the environment; create a
healthy, safe and inclusive working environment; respect human rights and create a constructive and transparent
relationship with local communities and business partners.
Metrics and targets – used to assess and manage relevant climate-related risks and opportunities
RECOMMENDATIONS OF THE TCFD
DISCLOSURE
a) Disclose the metrics used by the organization to assess climate-related risks and opportunities in line
with its strategy and risk management process
Chapter: E1 Climate Change
b) Disclose Scope 1, Scope 2, and, if appropriate, Scope 3 greenhouse gas (GHG) emissions, and the
related risks
Chapter: E1 Climate Change
c) Describe the targets used by the organization to manage climate-related risks and opportunities and
performance against targets
Chapter: E1 Climate Change
For further details, please refer to the “Main risks to which the group is exposed” section of this Annual Report
2025.
Director’s Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 177
CEMENTIR ROADMAP FOR 2030
Our 2030 commitment in numbers
Over the last few years, Cementir has been actively committed to pursuing a programme inspired by the principles
of the circular economy, which envisages a series of initiatives focused on reducing the environmental impact of
its operations and on developing less CO₂-intensive products.
Cementir identifies, assesses and manages climate change risks alongside all other types of risk as an integral
part of its Risk Management Framework. Climate risks and opportunities are monitored in a structured manner
consistent with the TCFD.
The Group has defined a Roadmap to 2030 that will allow for the constant reduction of CO₂ emissions per tonne
of cement.
The implementation of the Roadmap is proceeding as planned. In 2025, emissions per tonne of grey cement
were 610 kg, down 15% compared to 2020, while emissions per tonne of white cement were 868 kg, down 5%
compared to 2020.The Roadmap for 2025 for grey was 607 kg and consequently aligned with the plan. With
reference to white the target was set to 848 kg but due to market demand for cement with high clinker content
the result has been higher instead of the plan (2%).
Globally, grey and white cement are broadly aligned with the Roadmap, as the volume of grey cement is
significantly higher than white, resulting in an average performance consistent with expectations. The combined
emission factor for white and grey is 664 according to the Roadmap, compared with an actual value of 668 in
2025.
The Group has focused its research activity on the testing, through pilot projects, of new technologies for carbon
capture and storage (CCS).
The Plan provides for the implementation of a CCS system in Aalborg that will have, in 2030, the capacity to
capture 1.4 million tonnes of CO
2
per year, through which the Group will be able to reduce Scope 1 emissions
per tonne of grey cement to 418 kg, thus reaching an emissions level lower than those required by the European
Taxonomy, and corresponding to a 42% reduction compared to 2020 levels.
As for white cement, a niche product for specific applications, and which represents only 0.5% of world production,
the CO₂ emissions of Scope 1 will be reduced to 730 kg per tonne of product. The reduction will be achieved by
replacing traditional fuels with others with lower emissions, in particular natural gas and other alternative fuels
such as, for example, biomass, and by replacing clinker with mineral additives, such as limestone.
For the sake of completeness of the information provided, please note that Cementir is excluded from the EU
Paris-aligned Benchmarks.
With reference to potential “locked-in” GHG emissions, it is specified that finished products do not have blocked
emissions. In fact, when products are used by end users to produce concrete, no further GHG emissions occur.
Emissions only occur during the production phase. Therefore, there are no potential impediments to Cementir
achieving its emission reduction targets.
The climate change targets established by the Group have been deployed per single plant and year and were
included in the 2026-2028 Industrial Plan approved by the Board of Directors of Cementir Holding on 12 February
2026.
See the table in the next page for details.
Director’s Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 178
Grey cement
Year
2020
2021
2022
2023
2024
2025
2030
Use of traditional fuel in %
72%
70%
68%
67%
66%
63%
47%
Use of alternative fuel in %
28%
30%
32%
33%
34%
37%
53%
Clinker Ratio
82%
81%
80%
79%
77%
76%
69%
CO
2
emissions (kg CO
2
/tonne of cement) Scope 1
718
684
672
655
632
610
418
Reduction compared to 2020
0%
-5%
-6%
-9%
-12%
-15%
-42%
White Cement
Year
2020
2021
2022
2023
2024
2025
2030
Use of traditional fuel in %
85%
85%
85%
82%
80%
82%
58%
Natural gas consumption %
12%
12%
13%
16%
18%
16%
34%
Use of alternative fuel in %
3%
3%
2%
2%
2%
2%
8%
Clinker Ratio
82%
83%
81%
79%
80%
80%
80%
CO
2
emissions (kg CO
2
/tonne of cement) Scope 1
915
919
886
846
859
868
730
Reduction compared to 2020
0%
0%
-3%
-7%
-6%
-5%
-20%
Specific targets for alternative fuels, clinker ratio and CO₂ emissions have been established to accomplish the
2030 goals.
Such targets have been deployed in every single plant and were included in the 2026-2028 Industrial Plan and
in our employee short-term incentive system.
Our key actions for the period 2025-2030
Cementir is dedicated to creating a business model that supports its sustainability goals and CO
2
emission
reduction targets, which have been validated by the Science Based Targets initiative (SBTi) as aligned with the
goal of limiting global warming to under 1.5°C.
Cementir’s net-zero emissions progress are measured against a 2021 base year, which is considered
representative in terms of the activities covered and the influences from external factors, as it is reflects a
normalised level of operations following the COVID-19 pandemic, is free from exceptional events or structural
changes in the Group’s perimeter, and provides a consistent and reliable reference point for tracking performance
over time.
The 2030 Roadmap details the essential investments and initiatives needed to meet the Group’s carbon reduction
goals by 2030. This roadmap is a crucial element of Cementir’s wider strategic objective to reach net-zero
emissions by 2050.
The Roadmap 2030 is focused on the following main actions to reduce CO
2
emissions:
Reducing direct emissions Scope 1
The Roadmap includes Scope 1 emissions reduction targets1F
2
of 42% to 418 kg of CO
2
per tonne of grey cement,
a level lower than the limits required by the European Taxonomy. For white cement, a niche product for specific
applications, the plan is to reduce emissions by 20% to 730 kg per tonne by 2030.
Reduction of clinker content to 69% for grey cement and 80% for white cement. In the production of cement, the
majority of CO₂ emissions occur when the raw materials (mainly limestone) calcinates into clinker in the kiln. The
2
The reduction targets are set with respect to 2021
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CO₂ results from the chemical reaction that starts when limestone is heating up to 1450°C. This process, called
calcination, is responsible for about 71% of the total Scope 1 emissions generated by Cementir.
The Group will reduce clinker content through:
• The use of alternative decarbonised mineral additives – Supplementary Cementitious Materials (SCMs) –
such as fly ash, blast furnace slag and pozzolan.
• The spread of FUTURECEM®, which has a carbon footprint approximately 30% lower than traditional Portland
cement. The benefits in terms of lower emissions of FUTURECEM® were obtained without compromising the
strength and quality of the cement.
Below is the average composition of an ordinary Portland cement and FUTURECEM®.
The roll-out of D-Carb®, a new umbrella brand dedicated to lower carbon white cements, supports the
decarbonisation path of our white cement.
• The D-Carb® family comprises several products, varying depending on the region, characterised by a lower
carbon footprint (reduction between ~10% and 20%) than the reference product Aalborg White® CEM I.
• D-Carb® optimises the relative proportions between white clinker and pure limestone within the cement thanks
to the use of a specific grinding aid developed for this purpose.
● Replacement of fossil fuels with alternative fuels. Cementir continues the path of decarbonisation
through the use of alternative fuels from waste and biomass. By 2030, the projected use is 53% for grey cement
and 8% for white cement. The latter has stricter constraints related to chromatic purity, which limit the use of
alternative fuels so as not to compromise their aesthetic quality.
● Energy transition in European plants. Cementir initiated the partial conversion from petcoke to natural
gas at plants in Denmark and Belgium, installing multi-fuel burners. Natural gas, despite being a fossil fuel,
represents a transitional solution with a lower emission impact, functional to achieving the Net Zero goal. As part
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of this strategy, Aalborg Portland has signed an agreement with Evida for connection to the Danish network,
while CCB has entered into a contract with Fluxys for the transport of gas in Belgium.
● Energy recovery. The Aalborg plant provides district heating to the local community by recovering
excess heat from cement production. It currently covers the needs of about 20,000 households, with the goal of
exceeding 30,000. The annual potential is 2 million GJ, set to rise to 3 million GJ thanks to the carbon capture
project. This system allows an estimated saving per year of about 187,000 tonnes of CO₂ , calculated on the
basis of avoided emissions from natural gas boilers (62.40 gCO₂e/MJ, IPCC 2006).
● Implementation of carbon capture and storage technology in Aalborg. Cementir, through its 100%
subsidiary Aalborg Portland, and Air Liquide, has launched a joint decarbonisation project called ACCSION.
This ambitious initiative aims to significantly reduce CO
2
emissions at the Aalborg Portland cement plant, and is
expected to avoid over 1.4 million tonnes of CO
2
emissions per year. The project received considerable financial
support as it was selected by the European Commission to be funded with EUR 220 million under the EU
Innovation Fund.
Reducing indirect emissions Scope 2
● Use of electricity from renewable sources: by installing photovoltaic panels and wind turbines and
increasing the purchase of electricity from renewable sources from third parties through Power Purchase
Agreements (PPA).
Reducing indirect emissions Scope 3
Scope 3 emissions, which account for about 25% of Cementir's carbon footprint, include all indirect emissions
along the value chain, such as procurement, production and transport of materials and fuels. The company has
set a target to reduce them by 23% compared to 2021. By 2025, CO₂ emissions per tonne of clinker and cement
purchased had fallen to 831 kg, down from 873 kg in 2021.
Unit of measurement
2022
2023
2024
2025
Physical Intensity Scope 3
Kg Co
2
/tonne of clinker and
cement purchased
876
836
833
831
Scope 3 emissions are a cornerstone of Cementir’s Climate Transition Plan, which aims to achieve net-zero
greenhouse gas (GHG) emissions across its entire value chain by 2050. To support this goal, Cementir has
intensified collaboration with its suppliers through initiatives like the CDP Supply Chain program. These efforts
enhance transparency regarding suppliers’ emission reduction measures and encourage active steps to lower their
carbon footprints.
In line with the Carbon Border Adjustment Mechanism (CBAM), Cementir introduced new requirements at the end
of 2023. Non-European suppliers of clinker and cement are now obliged to report their Scope 1 and Scope 2
emissions directly to Cementir. In the event of non-compliance with this obligation, Cementir's Supply Chain team
will undertake to work closely with these suppliers, so that they provide the necessary information.
Currently, suppliers communicate this data by filling in self-assessment forms. However, in compliance with CBAM
regulations, from 2026, suppliers must certify the scope 1 and scope 2 emissions incorporated in the products
through a verification of this information carried out by third-party certifiers accredited according to CBAM rules. This
step will ensure greater accuracy, reliability, and compliance with regulatory standards.
For further information on the progresses achieved by the Group in relation to environmental targets and actions
previously discussed, please refer to the section “Sustainability Targets”.
Details of the main projects participated by Cementir are provided in the following paragraphs.
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Carbon Capture Technologies currently investigated by Cementir
The Cementir Group has set up a dedicated team in charge of coordinating and developing carbon capture
implementation activities at the plant in Aalborg, Denmark, and at the plant in Belgium, Compagnie des Ciments
Belges (CCB).
The Group is actively engaged in numerous research projects aimed at promoting the development and
implementation of carbon capture, utilisation and storage (CCUS) technologies in its operational activities.
These projects can be attributed to three main types. First, the technical-economic evaluations analyse the different
technologies suitable for the capture of CO₂, providing a preliminary framework of the possible plant configurations
for the implementation of carbon capture systems at the selected industrial sites.
Secondly, small-scale CO₂ capture pilot projects are underway, aimed at testing the different technologies available
and improving the understanding of the thermo-fluid-dynamic and compositional behaviours of the exhaust gases
according to the capture methods adopted.
Finally, the Company is actively involved in initiatives dedicated to the development of integrated CO₂ transport
and storage systems, as well as the promotion of research and development activities in the areas of CO₂ logistics
and infrastructure for permanent geological storage in North Jutland.
This multifaceted approach demonstrates the Cementir Group's commitment to making progress in reducing CO
2
emissions. The next section will illustrate the specific features of each project.
ACCSION
Purpose
The project aims to establish one of Europe’s first full onshore carbon capture, transport, and storage value chain
using innovative, reliable, and efficient technologies. This project aims to capture 1.4 million tonnes of CO
2
per year
from the Aalborg Portland cement plant, and to provide heat to the municipality of Aalborg recovered from the
capture process. Planned to be operational by the end of 2030, ACCSION aims to deliver 113% of GHG emissions
avoidance over its first ten years of operations, playing a critical role in Denmark’s GHG emissions reduction goals.
By 2030, Aalborg Portland aims to become Europe’s first net-zero cement plant producing grey and white cement,
leveraging on capturing and storing the biogenic CO₂ fraction, which offsets any remaining fossil emissions. The
project was funded by the European Union Innovation Fund.
Grant amount
EUR 220 million from the EU Innovation Fund
Start and end date
2025 - 2030
Partner
Cementir Holding-Aalborg Portland, Air Liquide
Pilot projects represent an essential tool to verify the technical and economic feasibility of CCUS technologies
under real operating conditions, as well as to reduce the risks associated with their future implementation on an
industrial scale.
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This includes initiatives such as CASPER, CORT and ConsenCUS, which cover the entire chain of capture,
treatment, transport and storage of CO₂.
The CASPER project is aimed at demonstrating the sustainability of the entire CCS system starting from a cement
plant, through experimental campaigns for the capture of CO₂ and tests on pipeline transport, with particular
attention to gas quality and the impact of impurities.
The CORT project is focused on the experimental analysis of advanced amine solvents and innovative solutions
for thermal integration, with the aim of optimising the energy efficiency of capture processes and identifying
technological configurations more suitable for different industrial contexts.
The ConsenCUS project aims to demonstrate the possibility of achieving a net zero emissions industry through
the integration of CCU technologies based on renewable electricity and the development of networks for the
transport and storage of CO₂ on a regional scale, contributing to the definition of replicable infrastructure models
in Northern Europe.
Overall, these projects provide fundamental experimental evidence to support investment decisions, the
standardisation of technical specifications and the planning of the infrastructures necessary for the large-scale
development of the CCUS supply chain.
Previous projects (Portland CC, GreenCem, MADE FAST and SNAM-Polimi-CCB) represented a fundamental
phase of learning and consolidating skills in the field of CO₂ capture. Through technical-economic studies,
comparative analyses of different technologies and plant integration evaluations, these initiatives have made it
possible to become familiar with the main capture processes, to evaluate their performance, costs and energy
impacts, and to identify the most promising solutions for application in the cement sector. Overall, these projects
laid the methodological and cognitive foundations for the development of subsequent pilot and demonstration
activities along the entire CCUS supply chain.
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CO
2
infrastructure for Belgium
The Belgian energy infrastructure company Fluxys is designing a CO
2
pipeline in Belgium, collecting the needs
of various emitters and routing such CO
2
to different exit points. Cementir has clearly expressed its interest in
being included in such an important project, aiming at optimising the method and cost of CO
2
transportation and
centralising liquefaction and loading facilities.
In 2022, Cementir's Belgian subsidiary, Compagnie des Ciments Belges (CCB), signed a Letter of Intent (LoL)
with Fluxys. In 2023, the two parties further strengthened the partnership by signing an agreement to conduct a
feasibility study. The study, now completed, aims to better understand the entire structure of the network of gas
pipelines for the transport of CO
2
, including the related technical, operational, and economic aspects.
In March 2025, CCB signed, in continuity with the feasibility study, an agreement aimed at starting the study and
engineering phase of the piping system from the plant to the various exit points in Belgium (Antwerp, Ghent and
Zeebrugge).
For more information on the CO
2
infrastructure proposed by Fluxys, please consult the following link:
https://www.fluxys.com/en/projects/carbon-preparing-to-build-the-network
Main investments needed to achieve CO
₂
reduction targets
The 2030 Roadmap outlines the key investments and programmes needed to support the Group's 2030 carbon
reduction targets. To facilitate the transition to a low-emission economy, decisions on reduction targets and
related investments are based on a detailed scenario analysis, in line with the targets for the cement sector.
In the three-year period 2026-2028, the Group plans to invest around EUR 77 million in sustainability projects,
including: the installation of wind turbines in Belgium, the upgrade of plants for the production of FUTURECEM®,
the transition to natural gas in plants in Denmark and Belgium, the increase in alternative fuels in Türkiye and
their introduction in Malaysia and China, as well as the development of feasibility studies for a CO2 capture
project in Belgium.
The investment for the ACCSION project (CCS in Denmark) was included in the Business Plan for EUR 16 million
in 2026. The Group's net investments for ACCSION amount to approximately EUR 120 million for the three-year
period starting from 2027. It has to be noted that this investment plan is not actually included in the approved
business plan as reported in the press release. The time distribution of these investments will also be defined
according to the development of the CO2 transport and storage infrastructure network, which is the responsibility
of third parties, public and private.
.
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Industrial Plan 2026–2028: CapEx
Cementir Holding N.V. is committed to achieving the target in terms of net greenhouse gas (GHG) emissions
throughout the value chain, by 2050.
2050 Targets: Scope 1 emissions
Cementir will maximise existing technologies to reduce Scope 1 emissions in line with a net-zero pathway
approved by SBTi and the European Union. This will require:
• The replacement of fossil fuels with biomass, waste-derived fuels, CO₂-free fuels and an increase in furnace
efficiency.
• The diffusion and further implementation of FUTURECEM®, D-Carb® and blended cements, in order to
minimise the clinker content in the cement.
• The adoption of innovative carbon capture, utilisation and storage (CCUS) technologies.
• Residual emissions offsetting measures, in order to neutralise unavoidable emissions.
2050 Targets: Scope 2 emissions
After 2030 and within 2050, Cementir will eliminate Scope 2 emissions by extending the use of renewable energy
sources. The Group will use off-site opportunities, by setting up power purchase agreements and on-site
opportunities, and by installing wind and solar solutions for electricity on land that it owns.
In this regard:
• Starting from 2023, the Group concluded agreements (PPAs) for the Belgian subsidiary, CCB, signing a five-year
contract with ENGIE for the supply of 15 MW wind turbine energy, and a 15-year contract with Ether Energy for
the supply of 10 MW solar energy;
• Also in 2023, the Group signed a COOPERATION CONTRACT for the Belgian subsidiary, CCB, with IPALLE
SCRL (the intercommunal association responsible for environmental protection in Wallonia Picardy) to develop
a project for the construction of a wind farm in the Barry quarry owned by CCB. IPALLE has acquired experience
in the implementation of wind farm projects as well as in the submission of applications for unique permit
(environmental & urban planning/building). The project aims to install around 50 Mw wind turbine. It has to be
considered that all the activities mentioned above contribute to achieve the targets set for 2030 and 2050.
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• In 2024 Aalborg Portland purchased GoO - Guarantee of Origin certificates to cover all electricity consumption.
Specifically, it purchased GoO for 250,000 MWh Nuclear (Europe) and 17,500 MWh Wind (Nordic).2F
3
• Also for 2025, GoOs were purchased to cover all electricity consumption.
2050 Targets: Scope 3 emissions
Cementir will reduce Scope 3 emissions by following a path to achieve net zero emissions. This will require the
inclusion of CO
2
emissions in procurement decisions for all purchasing categories, and the promotion of zero-
emission transport solutions within our network.
ESRS 2 SBM-3 Material impacts, risks and opportunities and their interaction with strategy and business model
Climate risks
Refer to the chapter “Main risks to which the Group is exposed” included in this 2025 Annual Report.
The ability of the cement industry to reduce its CO₂ emissions and to respond effectively to climate change has
become an area of significant focus for investors.
In 2025, the Group identified, in addition to risks and opportunities, two positive impacts contributing to climate
change mitigation:
Cementir has identified advanced Carbon Capture and Storage (CCS) solutions within its operations. Analyses
show that up to 70% of process and combustion emissions at selected sites could be captured using CCS
technologies. The adoption of such systems will enable the Group to:
• Strengthen Cementir’s climate transition strategy and support the achievement of CO₂ reduction
targets.
• Enhance alignment with the EU Taxonomy, facilitating access to preferential financing rates,
sustainability-linked loans and green bond markets.
• Reduce exposure to carbon pricing mechanisms, generating savings from avoided ETS penalties.
By integrating CCS as a key element of its decarbonisation roadmap, Cementir consolidates a competitive
advantage and strengthens long-term investor confidence through a lower cost of capital and a more resilient
business model.
Cementir’s portfolio of innovative and low-carbon cement solutions — including FUTURECEM® and Dcarb® —
represents a significant commercial and environmental opportunity. The expansion of low-carbon product sales
to external customers enables the Group to generate emission reductions beyond its own operational perimeter,
contributing to transition pathways across the construction value chain.
Key drivers of the opportunity
• Growing demand for low-carbon construction materials, in line with the European Green Deal,
sustainable building regulations and green procurement requirements
• Patented FUTURECEM® technology, enabling clinker substitution above 35% and up to 30% CO₂
reduction in production compared with traditional Portland cement, with substitution levels up to 50% recognised
under EN 197-5.
• Production of Dcarb® supported by waste heat recovery systems, further contributing to Scope 1
emission reductions.
• Potential growth in sustainable cement volumes, resulting in higher revenues and strengthened Cementir
leadership in the green construction materials market.
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Cementir’s CCS project at the Aalborg Portland plant (Denmark) will capture, purify and liquefy around 95%
of CO₂ emissions using Air Liquide’s Cryocap™ technology. Once operational (expected start-up in 2030), the
project will:
• Avoid approximately 1.4 million tonnes of CO₂ per year.
• Create one of the first fully integrated onshore CCS value chains in Europe (capture, transport, storage).
• Contribute directly to the EU Industrial Carbon Management Strategy and the European climate-neutrality
target for 2050.
• Generate local co-benefits, including increased district heating supply to households in Aalborg.
• Provide a scalable and replicable model for other industrial sites in Denmark and abroad, amplifying
decarbonisation impacts at European level.
This initiative significantly reduces greenhouse gas emissions and demonstrates the Group’s alignment with
pathways to climate neutrality.
The commercialisation and adoption of Cementir’s sustainable cements — FUTURECEM® and Dcarb® —
support the decarbonisation of the entire construction ecosystem. The positive impacts for society and the
environment include:
• Enabling customers to reduce the embodied carbon of buildings and infrastructure.
Supporting climate-resilient construction and facilitating compliance with sustainable building certifications
and European sustainability standards.
• Achieving approximately 30% CO₂ reduction in the production phase for FUTURECEM® compared with
traditional cement.
• Ensuring high performance and product quality while achieving significant clinker substitution levels (35–
50%).
• Promoting circularity and resource efficiency through waste heat recovery systems integrated in Dcarb®
production.
These impacts contribute to climate change mitigation beyond the Group’s operational perimeter and accelerate
market transition toward low-carbon construction materials.
As suggested by the TCFD, the Group monitors the risks and opportunities arising from the evolution of transition
scenarios and the evolution of physical variables. For its assessment, the Group has used the moderate
scenario3F
4
, and all results are described in the following pages.
For further details, please refer to the chapter “Main risks to which the Group is exposed” included in this 2025
Annual Report.
Physical variables are divided into two categories of risk:
● Acute: related to the occurrence of extreme weather conditions such as cyclones, hurricanes or floods.
Acute physical phenomena, in the various cases, are characterised by considerable intensity and a frequency
of occurrence that is not high in the short term, but which, considering long-term scenarios, sees a clear
upward trend;
● Chronic: refers to gradual and long-term changes in climate patterns (e.g., sustained high temperatures)
that can cause sea-level rises or chronic heat waves.
4
A moderate scenario is a mid-level risk situation, positioned between a best-case (low-risk) and a worst-case (high-risk or extreme) scenario
Director’s Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 187
Regarding the energy transition process, towards a progressive reduction of carbon emissions, there are risks
and opportunities linked to changes in the regulatory, technological, market and reputational context. Cementir
states that the transition process towards a more sustainable model, characterised by a progressive reduction of
CO
2
emissions, presents risks and opportunities related to changes in the regulatory and legal environment, as
well as technological development trends, reputational damage and consequent market developments.
The Group has decided to align itself with the TCFD framework to clearly represent the types of risks and
opportunities by indicating how each of them should be managed. The effects were assessed over three-time
horizons: the short term (1-3 years), linked to the implementation of the Business Plan; the medium term until
2030 during which it will be possible to see the effects of the energy transition; the long term until 2050, during
which the Group undertakes to achieve net-zero emissions throughout its value chain. As the TCFD states, the
process of disclosing risks and opportunities related to climate change will be gradual and incremental from year
to year.
Climate-related scenario analysis
Physical climate scenarios
As part of our TCFD assessment, we have evaluated the exposure of our plants to physical risks, including acute
physical risks, which refers to those that are event-driven, including increased severity of extreme weather events,
such as cyclones, hurricanes, or floods and chronic physical risks which refers to longer-term shifts in climate
patterns (e.g., sustained higher temperatures) that may cause sea level rise or chronic heat waves.
The assessment was done for each of the Group’s plants.
For the physical risk, we have taken alternative scenarios developed by the Intergovernmental Panel on Climate
Change (hereinafter “IPCC”
[1]
) and we have explored three potential futures depending on what policies
governments will adopt to cut emissions:
RCP
[2]
RCP 8.5
RCP 4.5
RCP 2.6
SCENARIO
HIGH CLIMATE CHANGE
MEDIUM CLIMATE CHANGE
LOW CLIMATE CHANGE
SOURCE
IPCC
IPCC
IPCC
TEMPERATURE
As likely as not to exceed 4°C
More likely than not to exceed 2°C
Not likely to exceed 2°C
DESCRIPTION
Continuation of business as usual
with emissions at current rates.
This scenario is expected to result
in warming in excess of 4°C by
2100.
Strong mitigation actions to reduce
emissions to half of the current levels by
2080. This scenario is more likely than not
to result in warming in excess of 2°C by
2100.
Aggressive mitigation actions to
halve emissions by 2050. This
scenario is likely to result in
warming of less than 2°C by 2100.
Transition scenarios
Cementir assesses the resilience of its climate strategy relating transition risks with different carbon price scenario
based on research by the Organisation for Economic Cooperation and Development (hereinafter ‘OECD’) and
the International Energy Agency (hereinafter ‘IEA’):
SCENARIO
HIGH CARBON PRICE SCENARIO
MODERATE CARBON PRICE SCENARIO
LOW CARBON PRICE
SCENARIO
SOURCE
OECD/IEA
OECD/IEA
OECD/IEA
DESCRIPTION
This scenario represents the
implementation of policies that are
considered sufficient to reduce
greenhouse gas emissions in line
with the goal of limiting climate
change to 2°C by 2100.
This scenario assumes that policies
will be implemented to reduce
greenhouse gas emissions, and limit
climate change to 2°C in the long
term, but implementing delayed
actions in the short term. Countries
with nationally determined
This scenario represents
the full implementation
of Country Nationally
Determined
Contributions under the
Paris Agreement. Prices
in this scenario are
Director’s Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 188
contributions that are not aligned
with the 2°C target in the short term
are assumed to increase their
climate mitigation efforts in the
medium to long term.
considered likely to be
insufficient to achieve
the goal of the Paris
Agreement.
CARBON
PRICE USED IN
THE SCENARIO
($/tonCO
2
)
EU - year 2030 - 131 $
EU - year 2050 - 207 $
US - year 2030 – 131$
US - year 2050 – 207$
Asia - year 2030 – 108$
Asia - year 2050 – 189$
China - year 2030 – 98$
China - year 2050 – 186$
Middle east - year 2030 – 131$
Middle east – year 2050 – 207$
Türkiye – year 2030 – 131$
Türkiye – year 2050 – 207$
EU - 2030: 98$ - 2050: 207$
US - 2030: 66$ - 2050: 207$
Asia - 2030: 57$ - 2050: 189$
China- 2030: 49$ - 2050: 186$
Middle east - 2030: $ 58 - 2050: 207$
Türkiye - 2030: 41$ - 2050: 207$
EU - 2030: 41$ - 2050:
66$
US - 2030: 41$ - 2050:
66$
Asia - 2030: 35$ - 2050:
62$
China - 2030: 33$ -
2050: 62$
Middle east - 2030: 41$ -
2050: 66$
Türkiye: 2030: 41$ 2050:
66$
The scenario modelling approach has been adopted to test the sustainability strategy's resilience and for the
identification of appropriate mitigation actions. Cementir is committed to moving towards being carbon-neutral by
2050.
The process of transition towards a more sustainable model characterised by a gradual reduction of CO
2
emissions has risks and opportunities connected both with changes in the regulatory and legal context, trends in
technology development, reputational damages and the resulting market developments.
The Group has adopted a framework that highlights physical and transition risks and opportunities and indicates
the management responses for each of them.
These effects can be assessed from the perspective of three time horizons: the short term (1-3 years), assessed
using sensitivity analyses based on the Industrial Plan; the medium term (until 2030), in which it is possible to
assess the effects of the energy transition; and the long term (until 2050), in which the Group is committed to
achieving net-zero emissions across its entire value chain.
Moreover, the Group, through research and development, is committed to producing solutions with a significantly
reduced climate impact. Therefore, as of today, Cementir has no need to reconvert, or dispose of existing assets,
nor to reorient the product and service portfolio to enhance the resilience of its strategy.
As declared by the TCFD, the process of disclosing information on the risks and opportunities connected with
climate change will be gradual and incremental from year to year.
Director’s Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 189
For further details on physical and transition risks identified leveraging on scenario analysis, please refer to the
Director's Report section, chapter “Main risks to which the group is exposed”.
Impact, risk and opportunity management
ESRS 2 IRO-1 Description of the processes to identify and assess material climate- related impacts, risks
and opportunities
For information regarding the process to identify and assess material climate-related impacts, risks and
opportunities, please refer to Chapter “General Information”, sections “Impact materiality assessment” and
“Financial materiality: risks and opportunities assessment” and the “Main risks to which the Group is exposed”
section.
The cement industry's ability to reduce its CO
2
emissions and respond to climate change has become a focal
point for investors.
In 2025, in addition to risks and opportunities, the Group also identified two positive impacts for climate change
mitigation.
Cementir has identified a strategic opportunity in the implementation of advanced Carbon Capture and Storage
(CCS) solutions within its operations. Analyses show that up to 70% of process and combustion emissions at
selected sites could be captured by CCS technologies. The adoption of such systems will make it possible to:
• Strengthen Cementir's climate transition strategy and support the achievement of CO₂ reduction targets.
• Increase taxonomy-aligned activities, facilitating access to preferential financing rates, sustainability-linked loans
and green bond markets.
• Reduce exposure to carbon pricing mechanisms, generating savings from the avoidance of ETS penalties.
By integrating CCS as a key element of the decarbonisation roadmap, Cementir consolidates a competitive
advantage and increases investor confidence in the long term, thanks to a lower cost of capital and a more
resilient business model.
Cementir's portfolio of innovative, low-emission cement solutions, including FUTURECEM® and D-carb®,
represents a significant commercial and environmental opportunity. The expansion of sales of low-carbon
products to external customers allows the Group to generate emission reductions beyond its operating perimeter,
contributing to the transition paths in the construction value chain.
Main drivers of the opportunity:
• Growing demand for low-carbon building materials, in line with the European Green Deal, sustainable building
regulations and green procurement criteria.
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• Patented FUTURECEM® technology, which allows a clinker replacement of more than 35% and up to 30%
reduction of CO₂ in the production phase compared to traditional Portland cement, with replacement levels of up
to 50% recognised by the EN 197-5 standard.
• Production of D-carb® supported by waste heat recovery systems, further contributing to the reduction of
Scope 1 emissions.
• Potential growth in sustainable cement volumes, resulting in increased revenues and strengthening
Cementir's leadership in the green building materials market.
Cementir's CCS project at the Aalborg Portland plant (Denmark) will capture, purify and liquefy approximately
95% of CO₂ emissions using Air Liquide's Cryocap™ technology. Once operational (expected start in 2030), the
project will allow to:
• Avoid about 1.4 million tonnes of CO₂ per year.
• Create one of the first fully integrated onshore CCS value chains (capture, transport, storage) in Europe.
• Contribute directly to the EU Strategy for industrial carbon management and the European goal of climate
neutrality by 2050.
• Generate local co-benefits, including an increase in the supply of district heating to homes in Aalborg.
• Provide a scalable and replicable model at other industrial sites in Denmark and abroad, amplifying the
decarbonisation impact at European level.
This initiative significantly reduces greenhouse gas emissions and demonstrates the Group's alignment with the
pathways towards climate neutrality.
The commercialisation and adoption of Cementir FUTURECEM® and D-carb® sustainable cements support the
decarbonisation of the entire construction ecosystem. Positive impacts for society and the environment include:
• Allowing customers to reduce embodied carbon in buildings and infrastructure.
• Encouraging climate-resilient construction and facilitate compliance with sustainable building certifications
and European sustainability standards.
• Reducing CO₂ emissions by about 30% in the production phase for FUTURECEM® compared to traditional
cement.
• Ensuring high performance and product quality, while achieving significant levels of clinker replacement (35–
50%).
• Promoting circularity and resource efficiency thanks to waste heat recovery systems integrated into the
production of D-carb®.
These impacts contribute to climate change mitigation beyond the Group's operational perimeter as indirect
benefit for the entire value chain and accelerate the market transition towards low-carbon materials.
The cement production process is associated with environmental impacts in the form of atmospheric emissions,
mainly carbon dioxide, dust, and nitrogen and sulphur oxides. Most climate experts agree that the world must take
urgent action to cut CO₂ emissions and it is undeniable that cement manufacturing is a process that makes intensive
use of thermal energy, releasing both direct and indirect CO₂ emissions into the atmosphere.
Cementir wants to address environmental and climate change issues by reducing CO₂ emissions, energy
consumption, water consumptions and to preserve natural habitats and their biodiversity in areas surrounding our
sites.
The Group analyses the environmental risks of its operations, involving management to ensure compliance with
current regulations, best environmental standards and Best Available Techniques (BAT).
Cementir has taken action to guarantee that all the companies of the Group that are active in cement and ready-
mixed concrete production will operate in the coming years with a certified Environmental Management System
according to the ISO 14001 standard. In the manufacture of cement, 9 out of 11 cement plants are certified ISO
14001. The Group aims at obtaining the mentioned certification for all cement plants by 2025. In ready-mixed
Director’s Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 191
concrete activities, companies accounting for 25% of production are ISO 14001 certified. The Company aims to
certify 100% of our companies in ready-mixed concrete production by 2027.
The waste management company, operating in Türkiye, is already ISO 14001 certified.
In 2025, Cementir was included for the first time in CDP’s prestigious “A List,” recognising the company’s effective
strategies and actions to mitigate climate change and promote corporate transparency. This milestone highlights
the significant progress Cementir has achieved over five years, advancing from its initial “B” rating in 2020.
Additionally, Cementir has sustained its leadership in CDP Water Security, earning an A- score for the fourth
consecutive year.
For further information on the analysis of climate-related physical and transitional risks, please refer to section
“ESRS 2 SBM-3 Material impacts, risks and opportunities and their interaction with strategy and business model”.
E1-2 Policies related to climate change mitigation and adaptation
Cementir acknowledges its environmental responsibilities across all areas of its operations and is committed
to reducing its environmental footprint, with a particular focus on addressing climate change. Climate change,
along with broader environmental concerns, forms a core component of the Group’s sustainability framework
and strategy.
In order to manage its relevant impacts, risks and opportunities related to climate change mitigation and
adaptation, Cementir has an Environmental Policy in place, which applies to all operational activities within the
Cementir Group. To view the Environmental Policy please refer to the following link: Group Environmental
Policy.
Each operating company is responsible for implementing the policy’s directives and guidelines as a crucial and
integral component of its own Environmental Management System. These systems and policies must
incorporate the principles and commitments outlined in the Group's Environmental Policy.
The Environmental Policy focus is based on three lines of action and operates on multiple fronts regarding
climate change mitigation and energy efficiency:
● Energy efficiency
The policy aims to increase the efficient use of energy in the framework of the Energy Management System,
compliant with the internationally recognised standard (i.e. ISO 50001). It promotes energy recovery and the use
of renewable energy sources, thus reducing energy consumption and, consequently, CO
2
emissions.
● Alternative fuels and raw materials
The policy aims at increasing alternative fuels usage in the manufacture of cement, such as low-carbon fuels and
biomass, thus reducing environmental impact. Moreover, promotes the adoption of a co-processing and circular
approach to waste as a fuel, which contributes to lower emissions compared to traditional fossil fuels.
Finally, it defines the use of decarbonised/alternative raw materials to minimise the usage of non-renewable
resources.
● Product innovation and new technologies
The policy promotes an increase in the production of lower carbon cements, such as FUTURECEM® and D-
Carb®, promoting circularity and contributing to the reduction of emissions throughout the entire life cycle of
the products. It also encourages greater use of cement-based demolition waste as substitutes for natural
aggregates in ready-mixed concrete production, in line with our circular economy strategy. In addition, the
involvement and participation in the development and implementation of new technologies, such as Carbon
Capture, Usage and Storage (CCUS) systems at the Group’s “hard-to-abate” plants, aim to enable the
capture and storage of CO₂ emitted in the coming years, thus reducing the overall carbon footprint of Cementir
products. In addition, the reuse of demolition materials and the recycling of construction materials contribute
not only to sustainability, but also help to mitigate the risks associated with resource scarcity and the need to
adapt to new climatic conditions, such as the reduction in the availability of natural materials or the increase in
production costs due to climate change. In this sense, this policy addresses adaptation to climate change
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through product innovation and the adoption of circular and sustainable strategies. These lines of action guide
the Group's strategy towards carbon neutrality by 2050, in line with the 1.5 °C scenario defined in the Cement
Sector Guidance of the SBTi.
E1-3 Actions and resources in relation to climate change policies
Cementir has set targets for reducing GHG emissions in the short and long term consistent with a scientific path
towards climate neutrality. The Group aims at significant reductions in Scope 1, 2 and 3 emissions through a
combination of operational decarbonisation levers and the introduction of innovative technologies.
The CCS programme, starting with the Aalborg Portland site, is a crucial enabler for achieving long-term goals.
The project foresees the capture of about 95% of process and combustion emissions, equal to about 1.4 million
tonnes of CO₂ avoided per year by 2030. Further contributions will come from the replacement of clinker (35–
50%), energy efficiency, alternative fuels, the integration of renewable energy and the increase in the share of
low carbon products such as FUTURECEM®, which allows a reduction of about 30% in CO₂ emissions compared
to traditional Portland cement.
Cementir's GHG targets are integrated into financial planning, investment decision-making processes and
operational KPIs, and are supported by the transition plan described in E1-2.
With regard to the actions defined in relation to climate change policies, please refer to the paragraphs “Cementir
2030 Roadmap” in the “Strategy” section, as well as “EU Taxonomy”.
Metrics and targets
E1-4 Targets related to climate change mitigation and adaptation
Regarding targets related to climate change mitigation and adaptation, please refer to paragraph 16 of the
“Strategy” section.
In 2025, Cementir continued to implement its decarbonisation path, implementing an integrated set of measures
aimed at progressively reducing emissions along the entire value chain. The portfolio of interventions includes
both high-impact technological solutions, including the gradual introduction of Carbon Capture and Storage (CCS)
systems at strategic production sites, and continuous operational initiatives aimed at optimising energy efficiency,
increasing the use of alternative fuels, and expanding the offer of products with lower carbon intensity.
The measures described are central elements of the Group's Transition Plan (ESRS E1-2), defined to ensure the
progressive reduction of the carbon footprint in line with the medium-long term climate objectives. They also
contribute to the achievement of the quantitative mitigation targets defined in the ESRS E1-3 disclosure, ensuring
consistency between strategy, implementation and impact monitoring.
The following table shows, for each initiative, the nature of the intervention, the expected contribution to the
reduction of emissions, the timing of implementation, and the state of progress as of 2025, ensuring full
transparency and traceability with respect to the Group's climate transition path.
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Decarbonisation
Measures
Description
Expected
Contribution to
GHG
Reduction
Timeline
Status as of
2025
CCS ad Aalborg
Portland
(Cryocap™)
Capture, purification
and liquefaction of
~95% of the site's CO₂
emissions, amounting
to ~1.4 Mt/year
Very high
(transformative
measure for
net-zero path)
Expected
launch in
2030
Ongoing —
engineering and
permitting
phase
CCS scalability
at Group sites
Feasibility of capturing
up to 70% of process
and combustion
emissions at selected
sites
High
2030–2040
Under
evaluation
Low-carbon
cement:
FUTURECEM®
Patented limestone +
calcined clay
technology; clinker
replacement 35–50%
~30% less CO₂
per tonne than
OPC
Continuous
Commercially
available;
expanding
Low-carbon
cement: D-carb
Low-emission product
thanks to the use of
heat recovery
Average
Continuous
Commercially
available
Waste Heat
Recovery (WHR)
Heat recovery to
reduce thermal and
emission requirements
Average
2025–2030
Installed at
selected sites
Alternative
Fuels (AF)
Replacing fossil fuels
with waste-derived
fuels
Average
2025–2030
Progressive
increase in the
fuel mix
Alternative Raw
Materials
Reduction of clinker
factor through
supplementary
materials
Average
Continuous
Expanding with
product
innovation
Energy
Efficiency and
Electrification
Upgrades of mills, kilns,
motors; partial
electrification
Low–Medium
2025–2035
Continuous
improvement
Purchase of
Renewable
Energy
PPA, on-site
photovoltaic systems,
green electricity
Low–Medium
2025–2030
Renewable mix
growing
Logistics and
Transport
Optimisation
Route optimisation and
modal shift to reduce
Scope 3
Low
2025–2030
In development
E1-5 Energy consumption and mix
Cement production requires considerable levels of energy consumption in its various processes because of the high
temperatures that must be reached in the kiln (1,500°C), the electricity required to grind the product, and the quantity
of material used.
Thermal energy is used in the start-up and operation of the kilns and the operation of the burners or boilers required
to increase production efficiency and optimise the production process (for example, to dry raw materials and fuels).
Electricity, on the other hand, is mainly used to operate the mills that grind the raw materials, clinker and fuels.
In 2025, cement plants used 9.7 million MWh of thermal energy, and 1.2 million MWh of electrical energy. Other
activities consume less energy than the manufacture of cement: Ready-mixed concrete consumes, for example,
about 1% of the total energy used by the Cementir Group, while others consume another 1%. In 2025, ready-mixed
concrete production plants used 95,475 MWh. In 2025, the Group significantly increased its use of renewable
energy by expanding its dependence on green electricity through Power Purchase Agreements ("PPA") and
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Guarantees of Origin "GoO". This achievement was made possible through new agreements signed with Engie
and EtherEnergy for the Group's Belgian subsidiary, CCB.
Overall, the Group utilised 61,933 MWh of green electricity supported by PPAs, representing approximately 5% of
its total electricity consumption.
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Consumo energetico totale
Unità di
misura
2025
2024
2023
Fuel consumption
MWh
9.898.657
9.555.740
9.789.703
Fossil fuel consumption
MWh
8.402.306
8.240.285
8.718.282
of which Coal
MWh
1.692.887
1.739.543
2.122.094
of which petroleum coke
MWh
4.856.961
4.702.387
4.475.717
of which combustible oil
MWh
135.608
116.938
20.063
of which lignite
MWh
61.005
58.702
130.960
of which diesel
MWh
218.546
175.996
216.423
of which natural gas
MWh
528.843
576.543
527.311
Fossil fraction of waste fuels
MWh
908.457
870.176
1.045.146
Fuel consumption from renewable sources
MWh
1.496.350
1.315.455
1.071.421
of which biofuels
MWh
7.244
4.286
1.831
Biogenic fraction of waste fuels
MWh
1.489.107
1.311.169
1.069.590
Purchased energy
MWh
1.279.213
1.263.231
1.277.352
Energy purchased from fossil sources
MWh
1.158.740
1.144.314
1.161.691
of which electricity
MWh
1.157.741
1.143.205
1.160.342
of which heat
MWh
999
1.109
1.349
of which cooling
MWh
-
-
-
of which steam
MWh
-
-
-
Energy purchased from renewable sources (Power
Purchase Agreements)
MWh
61.933
49.071
7.669
of which electricity
MWh
61.933
49.071
7.669
of which heat
MWh
-
-
-
of which cooling
MWh
-
-
-
of which steam
MWh
-
-
-
Energy purchased from nuclear sources
MWh
58.540
69.846
107.992
Self-generated energy
378
586
438
Self-generated energy from fossil fuels
MWh
-
-
-
of which consumed
MWh
-
-
-
of which sold
MWh
-
-
-
Self-generated energy from renewable sources
MWh
378
586
438
of which consumed
MWh
170
114
124
of which sold
MWh
208
472
314
Total energy consumed
MWh
11.178.040
10.819.557
11.067.493
of which from fossil sources
MWh
9.561.047
9.384.599
9.879.973
As a percentage of total consumption
%
85,53%
86,70%
89,30%
of which from renewable sources
MWh
1.558.453
1.365.112
1.079.528
As a percentage of total consumption
%
13,94%
12,60%
9,80%
of which from nuclear sources
MWh
58.540
69.846
107.992
As a percentage of total consumption
%
0,52%
0,60%
1,00%
Waste energy from the process sold to third parties for
district heating
MWh
(261.613)
(288.819)
(284.442)
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Total energy consumption
Unit of
measurement
2023
2024
2025
From fossil sources
MWh
9.870.973
9.384.599
9.561.047
of which consumption of coal fuels and coal
products
MWh
2.253.054
1.798.245
1.753.892
of which consumption of fuels from crude oil
and petroleum products
MWh
4.892.771
4.995.321
5.211.114
of which fuel consumption from natural gas
MWh
527.311
576.543
528.843
of which fuel consumption from other fossil
sources
MWh
1.045.146
870.176
908.457
of which consumption of electricity, heat, steam
or cooling from fossil sources, purchased or
acquired
MWh
1.161.691
1.144.314
1.158.740
Energy intensity 4F
5
Unit of
measurement
2023
2024
2025
Intensity
MWh /€
0.0065
0.0064
0.0068
Total energy consumption
MWh
11,067,493
10,819,557
11,178,040
Net revenues5F
6
€
1,694,247,000
1,686,943,385
1,639,640,086
Use of alternative fuels
The thermal energy at Cementir Group plants is generated by the combustion of fossil fuels (fuel oil, petroleum
coke, coal and natural gas) and, in part, by alternative fuels.
The reduced consumption of non-renewable fossil fuels and the resulting increased use of alternative fuels is a
primary aim for reducing environmental impact, particularly associated with emissions.
As discussed in more detail above, alternative fuels, in this way, play a major role toward the reduction of Group’s
environmental footprint.
By 2030, the Group plans to increase the proportion of alternative fuels in the fuel mix to 53% for producing grey
cement and 8% for white cement. For white cement, the demand for consistency of colour is much higher than
with grey as varying shades of white or coloured surfaces are not acceptable. For this reason, the use of
alternative fuels is drastically limited in the production of white cement.
Targets have been set for each plant. In 2025, 25% of the thermal energy needed in the cement production
process has been generated from alternative fuels. The goal is to reach 35% globally; 53% of alternative fuels in
the production of grey cement, and 8% for that of white cement by 20306F
7
.
For more details on the KPIs related to the Group's use of alternative fuels, please refer to Cementir's Roadmap
for 2030 - Our 2030 commitment in numbers.
5
Please note that Cementir’s sector is considered as high climate impact.
6
Net revenues used in the denominator are taken from the Group’s financial statement - “Revenue” in the Consolidated income statement.
7
Due to its quality requirements, the production of white cement makes it difficult to use alternative fuels that affect the colour of the cement;
for this reason, their use is limited.
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E1-6 Gross Scopes 1, 2, 3 and Total GHG emissions
Cementir’s CO
2
footprint
The Group’s CO
2
footprint can be described through the three different categories (Scope 1 and 2, 3 emissions)
established by the GHG protocol7F
8
.
It is specified that the emissions from Scope 1, 2, and 3 include all companies managed by the Group, regardless
of the shareholding percentage
Cementir follows a structured approach to conduct the calculations related to the carbon footprint, to ensure
accuracy and reliability.
For plants operating under the EU Emission Trading System (ETS), measured and certified values provided by
accredited laboratories are used. These values are closely monitored and comply with the rigorous standards of
the ETS, ensuring that emissions data is precise and up-to-date.
For other plants or operations not covered under the ETS, according to the GNR Protocol, we use, plant specific
emission factors, if reliable data are available.
Alternatively, IPCC and CSI Cement CO
2
and Energy Protocol default emission factors are used. The factors can
be found on this site: https://www.cement-co2-protocol.org/en/#Internet_Manual/constants.htm
Additionally, the Internal Audit Function periodically verifies the completeness and accuracy of CO
2
calculations
during Environmental, Social, and Governance (ESG) audits.
Scope 1 emissions account for 71% of Cementir’s carbon footprint. Scope 1 emissions include all direct
emissions from owned or controlled sources, they include:
● Direct emissions related to the calcination of limestone (process emissions);
● Direct emissions generated from the fuel used to produce the required thermal energy (fuel-related emissions)
and emissions produced from fuel consumption for internal transportation, such as excavators, etc.
Scope 2 emissions, which represent 4% of the total, instead include indirect emissions.
For the Cementir Group, these emissions arise from the production of purchased electricity used in operations.
Scope 3 emissions cover other indirect emissions within the Group’s value chain, including those from the
extraction and production of purchased materials and fuels, as well as transportation. These emissions constitute
25% of Cementir’s total carbon footprint.
In 2025, total CO
2
emissions (direct and indirect) amounted to 9,739,399 tonnes from fossil sources, and 499,723
tonnes from biogenic sources.
Emissions under the direct control of the Cementir Group, i.e. those of Scope 1, amounted to 7,103,019 tonnes.
The share of biogenic emissions from Scope 1, not included in the 7,103,019 tonnes, amounts to 499,723 tonnes.
8
In the case of market based, for developed energy not covered by certificates that guarantee the source and therefore the associated
emissions, the residual mix factor is used where available, only if it is not available (non-European countries) the same location based factor
is used.
Director’s Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 198
CO
2
emissions – Group 
2023 (tonne)
2023
(%)
2024 (tonne)
2024
(%)
2025 (tonne)
2025
(%)
CO
2
emissions (Scope 1) 
7,184,097
70%
6,900,426
71%
7,103,019
71%
Percentage of Scope 1 GHG emissions from
regulated emission trading schemes 
 
29%
26%
34%
Location based CO
2
emissions (Scope 2)
424,422
4%
  405,453 
4%
408,012
4%
Market based CO
2
emissions (Scope 2)8F
9
527,818
 
377,811*
 
390,000
 
CO
2
emissions (Scope 3) 
2,607,247 
26%
2,495,697
25%
2,494,336
25%
Total location based CO
2
emissions
10,215,766 
100%
9,801,577
100%
10,005,367
100% 
Total market based CO
2
emissions
10,314,318  
 
9,928,738
 
9,987,354
 
*it has to be noted that In the Annual Report 2024 the data disclosed was equal to 532,615 tons but with the consideration of the GoO the new data for 2024 is
equal to 377,811 tons.
Cementir Scope 3 emissions
The emissions calculated in 2025 for each Scope 3 category are shown on the next page.
Category
2025
(tCO
2
e)
%
Description
1.Purchased
goods and
services
1,169,496
47%
This category includes emissions related to purchased materials such as, for example, clinker, cement, fly ash, blast
furnace slag, gypsum, pozzolan, etc. The calculation was carried out by applying LCA emission factors, specific to
each material and quantity purchased. The emission factor database used for this calculation is Ecoinvent database
v3.12.
2.Capital goods
59,364
2%
This category includes emissions related to the production and transportation of the following capital goods:
constructions, machineries, electrical and optical equipment and transport equipment. The estimation is based on
average spend-based emission factors derived from the Comprehensive Environmental Data Archive (CEDA) 2025.
3.Fuel and energy-
related activities
901,873
36%
This category includes emissions related to the extraction, production, and transport of fuels, and energy purchased
by Cementir in 2025 not already accounted for in Scope 1 or 2. The calculation was made by applying the emission
factors "well-to-tank" of BEIS&DEFRA 2025, Ecoinvent v3.11 for fuels, IEA 2024, AIB, e-GRID, and Ecoinvent v3.11
for electricity.
4.Upstream
transportation
156,709
6%
This category includes emissions deriving from upstream transportation by external cargo ships, trucks and freight
trains of raw materials, semi-finished and finished products. The calculation considers freights (tonnes) and distances
and uses BEIS&DEFRA 2025 emission factors, specific for the mean of transportation. The emission factors are
WTW (well-to-tank).
5.Waste
452
0%
This category includes emissions from external wastewater treatment. The calculation uses BEIS&DEFRA 2025
emission factors.
6.Business travel
4,447
0%
This category includes emissions from employee business travel. The estimation is based on average spend-based
emission factors derived from the Comprehensive Environmental Data Archive (CEDA) 2025.
7.Employee
commuting
0%
Category with negligible emissions. Most employees live close to the plants and the related emissions are estimated
to be less than 1% of the total Scope 3 emissions.
8.Upstream leased
assets
0%
Category with negligible emissions. According to the Cement Sector Scope 3 GHG Accounting and Reporting
Guidance, developed by the Cement Sustainability Initiative, this category is considered “not relevant” to the cement
sector. Emissions due to upstream leased assets are estimated to be less than 1% of the total Scope 3 emissions.
9.Downstream
transportation
187,964
8%
This category includes emissions deriving from downstream transportation by external cargo ships, trucks and freight
trains of products. The calculation considers freights (tonnes) and distances and uses BEIS&DEFRA 2025 emission
factors, specific for the mean of transportation. The emission factors are WTW (well-to-tank).
10.Processing of
sold products
0%
Category with negligible emissions. According to the Cement Sector Scope 3 GHG Accounting and Reporting
Guidance, this category is considered “not relevant” to the cement sector. Emissions due to the processing of sold
cement products are estimated to be less than 1% of the total Scope 3 emissions.
11.Use of sold
products
0%
Category with negligible emissions. According to the Cement Sector Scope 3 GHG Accounting and Reporting
Guidance, this category is considered “not relevant” to the cement sector. Emissions due to the direct use-phase of
sold cement products over their expected lifetime are estimated to be less than 1% of the total Scope 3 emissions.
12.End-of-life
treatment of
products sold
14,031
1%
This category includes emissions from the waste disposal and treatment of products sold by Cementir in the reporting
period. Emission factors are BEIS&DEFRA 2025.
13.Downstream
leased assets
0%
Not applicable: The Cementir Group’s business does not include leased assets.
14.Franchising
0%
Not applicable: The Cementir Group does not have franchises.
15.Investments
0%
Category with negligible emissions
TOTAL
2,494,336
100%
9
The value of market-based scope 2 emissions for 2024 has been adjusted as AP purchased GoO in March 2025 to cover 2024 electricity consumption.
Director’s Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 199
Scope 3 Category
2023 (tCO2e)
2024 (tCO
2
e)
2025 (tCO
2
e)
Purchased goods and services
1,264,467
1,225,411
1,169,496
Capital goods
34,913
64,163
59,364
Fuel and energy-related activities
964,593
877,686
901,873
Upstream transportation
162,429
128,142
156,709
Waste
298
409
452
Business travel
1,564
3,695
4,447
Employee commuting
Upstream leased assets
Downstream transportation
163,640
181,162
187,964
Processing of sold products
Use of sold products
End-of-life treatment of products sold
15,343
15,029
14,031
Downstream leased assets
Franchising
Investments
Total
2,607,247
2,495,697
2,494,336
CO
2
emissions
related to cement production
CO2 emissions – Cement production
Unit of
measurement
2023
2024
2025
CO2 emissions (Scope 1)
t
7,134,901
6,857,735
7,064,626
Location based CO2 emissions (Scope 2)
t
416,562
397,604
399,992
Market based CO2 emissions (Scope 2)
t
510,390
362,311
378,279
Total location based CO2 emissions (Scope 1 + Scope 2)
t
7,551,463
7,255,339
7,464,618
Total market based CO2 emissions (Scope 1 + Scope 2) (1)
t
7,645,291
7,220,046
7,442,905
CO2 emissions intensity Scope 1 – Grey cement
kg CO2/TCE
655
632
610
CO2 emissions Intensity Scope 1 – White Cement
kg CO2/TCE
846
859
868
CO
2
emissions related to other activities
For the other activities performed by the Group, ready-mixed concrete, production of aggregates, production of
concrete prefabricated products and waste collection and treatment, the CO
2
equivalent emissions are
significantly lower. The data is presented in the table below.
CO
2
emissions – Other sectors
Unit of
measurement
2023
2024
2025
CO
2
emissions (Scope 1)
t
49,196
42,691
38,393
Location based CO
2
emissions (Scope 2)
t
7,861
8,311
8,019
Market based CO
2
emissions (Scope 2)
t
12,584
15,500
11,720
Total market based CO
2
emissions
t
57,056
51,002
46,412
Total market based CO
2
emissions
t
61,780
58,191
50,113
Director’s Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 200
GHG Intensity based on net revenue
GHG Intensity per net revenue 9F
10
2023
2024
2025
Δ % 25 – 24
Total GHG emissions (Location based) per net revenue (KgCO
2
eq/ €)
6,03
5.81
6.10
5%
Total GHG emissions (Market based) per net revenue (KgCO
2
eq/ €)
6,09
5.89
6.09
3%
E1-8 Internal carbon pricing
Internal Carbon Pricing System and Its Role in Decision-Making
Cementir Group (CH) has established an internal carbon pricing system to strengthen financial and strategic
decision-making, particularly in relation to CO₂ cost management and investment planning.
By integrating carbon pricing into its financial and strategic frameworks, CH enhances resilience to regulatory
changes, supports long-term decarbonisation objectives (e.g., development of low-carbon products, targeted
investments, and R&D activities), and promotes transparency in climate-related Management
Reporting Methodology for Carbon Price Determination
Each year, CH determines its internal carbon price through a structured evaluation process that considers
multiple factors, including benchmarking against industry peers and technical analysis based on an adaptive
expectations approach.
This methodology incorporates:
● Historical price trends within the European Emission Trading System (ETS), ensuring alignment with
observed market dynamics.
● Consensus projections from leading international forecasters, particularly Carbon Pulse, a globally
recognised organisation specialising in carbon markets and sustainability.
This approach ensures a realistic and forward-looking estimation of carbon costs, balancing market-driven
insights with long-term regulatory expectations to support informed decision-making.
Scope of application
Internal carbon pricing plays a crucial role across multiple areas of CH’s corporate strategy and financial planning,
specifically in:
● Investment Decisions & Sensitivity Analysis – Integrated into CapEx evaluations and strategic planning
to assess the financial feasibility of projects that impact Scope 1 and Scope 2 absolute CO₂ emissions, either
through reduction measures or increased production capacity.
● Financial Forecasting – Incorporated into budget planning and cost projections, particularly for CH’s
plants in Denmark and Belgium, which are subject to the EU ETS.
● Risk Management – Used to measure, model, and manage financial and regulatory risks associated with
both existing and potential government carbon pricing regimes, ensuring compliance with evolving policies.
By embedding internal carbon pricing into key decision-making processes, the Group enhances its ability to
anticipate market shifts, optimise capital allocation, and drive sustainable business growth in an increasingly
carbon-constrained economy.
10
Net revenues used in the denominator are taken from the Group’s financial statement (PLEASE INSERT RELEVANT LINE ITEM OR
NOTES IN THE FINANCIAL STATEMENT)
Director’s Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 201
E2 - POLLUTION
Impact, risk and opportunity management
ESRS 2 IRO-1 Description of the processes to identify and assess material pollution-related impacts,
risks and opportunities
For information on the process of identifying and assessing material impacts, risks, and opportunities related to
pollution, please refer to the chapter “General information”, sections “Impact materiality assessment” and
“Financial materiality: risks and opportunities assessment”.
E2-1 Pollution policies
ESRS E2-1 — Policies related to pollution
Objective of the Policy
The Group Environmental Policy establishes the principles and commitments for responsible environmental
management across all operations. While its scope is broader than pollution alone, it includes explicit
commitments to mitigate pollutant emissions, manage waste and hazardous substances, reduce wastewater
discharge, and minimize negative impacts on surrounding areas and communities.
Scope of the Policy
The Policy applies to all operational activities of the Group and provides mandatory guidance to all operating
companies. It must be integrated into each company’s Environmental Management System (EMS) in alignment
with ISO 14001, ensuring consistent application across sites and geographies.
Key Pollution Related Commitments
Based on the policy, the Group commits to:
• Mitigation and monitoring of pollutant emissions using Best Available Techniques (BAT) and maintaining effective
systems for emission prevention and control.
• Minimizing wastewater discharge, reducing water losses, and improving water reuse and recycling.
• Minimizing hazardous waste generation and increasing recycling or recovery wherever feasible under a circular-
economy approach.
• Assessing and mitigating environmental impacts related to operations, including on land, biodiversity, and
surrounding communities.
• Ensuring compliance with all applicable local, regional, national, and international environmental laws.
• Monitoring, reviewing, and disclosing environmental performance based on recognized international indicators.
• Promoting responsible environmental practices among employees, suppliers, and contractors through training
and awareness initiatives.
Responsibilities & Governance
• The Policy is approved by Group Executive Management and is binding across all operating companies.
• Operating companies must integrate Policy principles into their Environmental Management System, implement
the required controls, and pursue continuous improvement.
• The Group promotes cooperation with communities and institutions regarding environmental challenges.
Alignment with ESRS E2 Topics
The Policy addresses all relevant ESRS E2 pollution topics, including:
• air pollutants (dust, NOₓ, SOₓ, VOCs)
• soil and land contamination risk
• hazardous materials and waste management
Director’s Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 202
MDRA – Action Description for E2-1 (Pollution Policies)
ESRS E2-1 — Action plans and implementation
1. Pollution Specific Actions Implemented
1.1 Actions to Mitigate Air Pollutant Emissions
• Application of Best Available Techniques (BAT) to mitigate pollutant emissions.
• Maintenance of monitoring systems to prevent and control emissions into the environment.
• Actions to reduce impacts on surrounding areas and communities attributable to emissions.
1.3 Actions on Waste & Hazardous Substances
• Minimizing production of hazardous waste and increasing waste that is recycled, recovered, or reused.
• Strengthening environmental integration between cement activities and waste-treatment operations.
• Promoting circularity and substitution of non-renewable raw materials through alternative raw materials and
coprocessing.
1.4 Soil, Land & Biodiversity Protection Actions
While primarily part of ESRS E4, these actions also limit pollution impacts on land:
• Identification and assessment of ecosystem impacts and implementation of mitigation measures.
• Biodiversity management plans and rehabilitation plans for quarries.
1.5 Environmental Management System Driven Actions
Through ISO 14001 aligned Environmental Management Systems, operating companies:
• Conduct impact assessments on new and modified sites.
• Set measurable environmental targets.
• Monitor and report environmental performance using recognized indicators.
• Ensure legal compliance across all pollution-related topics.
2. Stakeholder Engagement & Training
• Promotion of sustainable environmental practices among employees, suppliers, contractors, and customers
through training and sensitization activities.
• Collaboration with local communities and institutions on environmental challenges.
3. Continuous Improvement & Innovation
While innovation areas (e.g., alternative fuels, CCUS) are primarily climate oriented, they also reduce pollutant
emissions and waste generation, contributing indirectly to pollution reduction.
In 2025, with the certification of the Waco and York plants in the United States, the Group completed its ISO 14001
certification programme for cement plants. All cement production sites are now ISO 14001 certified (as well as ISO
45001). By 2027, all ready-mixed concrete plants will also be certified. At present, ISO 14001 certification covers
approximately 25% of these sites.
For detailed information regarding the activities implemented by the Group with reference to the BAT, please refer
to section “E2-4 – Pollution of air, and soil” of the present document.
E2-2 – Actions and resources related to pollution
Cementir has adopted an action plan for the management and mitigation of pollutants which consists, first and
foremost, of a continuous control system for emissions into the atmosphere and a series of discontinuous
measurements.
Director’s Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 203
The plan focuses on mitigating the negative impacts related to emissions and ensuring compliance with current
regulations, as well as guidelines issued on a voluntary and sectoral basis.
The objective of monitoring, controlling and communicating atmospheric emissions is linked to the provisions of
the Group guidelines aimed precisely at controlling and disclosing the environmental performance related to the
channelled emissions of cement plants. This document defines the minimum requirements for the identification
of the parameters to be monitored, the frequency of measurement, and the indicators that must be implemented
by each operating company within its environmental management system. It also describes the reporting process
to the Group HSE department and provides standardised guidance for the accounting of emissions. The
guidelines are applicable to all cement plants in the Group and focus on emissions from kiln stacks, the primary
sources of emissions.
CO
2
emissions are the subject of specific Group guidelines for the reporting and communication of greenhouse
gas emissions.
The main emissions into the atmosphere from cement production derive from firing, preheating and calcination
processes in kilns, and are mainly due to the physicochemical properties of raw materials and the combustion
process of fuels, influenced by their characteristics.
The main substances emitted are dust, nitrogen oxides (NO
x
), and sulphur oxides (SO
2
). Other significant
emissions include:
• Total organic compounds (TOC), including volatile ones (VOC);
• Chlorides (HCl) and gaseous fluorides (HF);
• Ammonia (NH
3
);
• Carbon monoxide (CO);
• Heavy metals such as, for example, mercury (Hg), cadmium (Cd), thallium (Tl), and other heavy metals;
• Polychlorinated dioxins and furans (PCDD/Fs), reported as toxicity equivalent (TEQ).
As previously noted, these emissions are monitored using continuous (Continuous Emissions Monitoring
Systems - CEMS) or periodic (discontinuous) measurements.
The measurements and their frequency are determined based on:
• authorisation for atmospheric emissions by the competent local authorities;
• local environmental rules and regulations;
• industry and Group monitoring rules, based on recognised metrological standards.
Effective management of atmospheric pollutants not only impacts air quality, but also indirectly mitigates negative
impacts on soil, living organisms, etc., as specified in the double materiality assessment. This objective is ensured
by the definition of appropriate action plans that focus on monitoring and controlling emissions, actively managing
the related environmental effects in a broader manner.
The financial resources allocated to the air emissions monitoring and mitigation plan are subject to periodic
controls and include both Operating expenditure (OpEx) and capital expenditure (CapEx) for asset improvement.
The financial resources are aligned with the Group's 2030 roadmap and are integrated into the ordinary
management activities of individual organisations.
In the course of 2025, a series of planned improvement interventions were initiated, and in some cases
completed, especially in relation to the mitigation of dust and NO
x
emissions. The positive effects will be fully
effective from 2026. The most relevant initiatives concerned the Aalborg sites (e.g., improvement of the
performance of the electrostatic precipitators of furnace 87 with particular attention to the cooler fumes,
installation of natural gas burners and related associated infrastructure such as feed and control systems), Anqing
(e.g., new SCR – Selective Catalytic Reduction – unit for a further reduction of NO
x
) and Izmir (e.g., improvement
of dust abatement efficiency). Over the next few years, the objectives defined in the GHG reduction strategy,
such as the increase in alternative fuels, will also produce a benefit in terms of emissions into the atmosphere
(e.g. SO
2
emissions).
Director’s Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 204
BOX: New SCR unit for the abatement of
NO
x
in Anqing, China
The recent Chinese environmental legislation for the cement sector focuses even more on the
impact of each plant based on emissions from kilns, their operation, and local environmental
conditions. The various Chinese regional administrations have defined specific performance
classes, whose most qualifying rating from an environmental point of view is "A". With the aim
of reaching this level, the Anqing plant has installed and made operational, from the second half
of 2025, a new SCR unit in which the exhaust gases from the furnace are introduced into a
catalytic reactor that, in the presence of a reducing agent, an ammonia solution, transforms
nitrogen oxides into nitrogen and water. The process has a high denitrification efficiency (>90%)
and ensures that the concentration of NO
x
in the exhaust gas is reduced to below 40 mg/Nm³
(authorised limit 50 mg/Nm
3
). The cost incurred in 2025 for this project exceeded EUR 1.5
million.
Metrics and targets
E2-3 – Targets related to pollution
The emission monitoring and control objectives for compliance with the authorised emission limits are coordinated
by the Group HSE department, which is responsible for ensuring compliance with the Environmental Policy. As
part of the overall Environmental Management System (EMS), the individual issues are addressed at the level of
the management system for each production site.
By 2027, upon completion of the Group's voluntary programme, all concrete production plants will also be ISO
14001 certified. At the moment, this certification covers about 25% of these sites.
The Group monitors and communicates emissions from cement production in compliance with its own guidelines,
which are consistent with relevant internationally recognised documents such as industry BAT and GCCA
Sustainability guidelines.
For more details on these aspects, please refer to section “E2-4 – Pollution of air and soil pollution”. It has to be
highlighted that for the current reporting period, the Group has not set dedicated targets associated with specific
pollutants reduction.
E2-4 – Pollution of air and soil
Emissions from production furnaces have variable emission profiles, influenced by the composition of raw materials,
fuel type and plant design. The Group adopts appropriate techniques for the mitigation of emissions into the
atmosphere according to BAT such as electrostatic precipitators and bag filters for dust, low-NO
x
burners and
selective reduction systems, catalytic and non-catalytic, for NO
x
. The expansion of the use of fuels with lower sulphur
content (e.g., natural gas, also of biogenic origin) is an integral part of the improvement roadmap, the results of
which, in terms of emissions, are expected as early as 2026.
From a management point of view, the BAT and the company guidelines provide for:
• continuous measurements of process parameters demonstrating operational stability such as temperature,
CO₂ content, pressure, flow rate and CO emissions;
• monitoring and stabilisation of critical process parameters, e.g. fuel supply, regular dosing and excess
oxygen;
• continuous measurements of dust, NO
x
, SO
2
and CO;
• continuous or periodic measurements of HCl, HF,NH
3
• continuous or periodic TOC measurements;
• periodic measurements of PCDD/Fs and metals.
In relation to potential soil pollution, the Group implements preventive monitoring and control measures embedded
within its maintenance management systems. These include regular inspections of equipment and containment
areas, leak prevention programs, and timely maintenance interventions designed to avoid spills or accidental
releases. Through these structured prevention activities, the Group continuously monitors- conditions that could
adversely affect soil quality, ensuring early detection of anomalies and reducing the risk of soil contamination. The
SCR plant in Anqing
Director’s Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 205
result of the year is that none of the Cementir plant emitted soil pollution that goes above the threshold set by the
Annex II of Regulation (EC) No 166/2006 of the European Parliament and of the Council (European Pollutant
Release and Transfer Register “E-PRTR Regulation”).
From a regulatory point of view, the Group's plants that fall within the scope of the Industrial Emissions Directive
(2010/75/EU) and related sector BAT are located in Denmark (Aalborg) and Belgium (Gaurain).
In 2025, 100% of clinker production was monitored by CEMS and through periodic sampling of all pollutants, with
an increased frequency compared to 2024 at certain sites, such as in Egypt. 97% of the total clinker production was
continuously monitored for dust, NO
x
, SO₂ and CO. Emissions of heavy metals, PCDD/Fs and other pollutants were
also monitored in accordance with local regulatory requirements and Group guidelines.
Monitoring practices follow internationally recognised standards (EN, ISO, US EPA) and are aligned with BAT and
GCCA guidelines. The results are validated and averaged over defined intervals (from hourly to annual), ensuring
representativeness and compliance with regulatory uncertainty limits (EN ISO 14956, EN 14181 for continuous
measurements).
No sanctions and/or penalties relating to emissions into the atmosphere were received during the year.
Air Emissions from cement plants for which the applicable
threshold value specified in Annex II of Regulation (EC)
No 166/2006 is exceeded
Unit of
measurement
2023
2024
2025
Dust
kg
146,286
127,105
173,587
NO
x
kg
11,604,172
10,928,094
11,081,370
SO
2
kg
1,517,869
1,264,110
1,653,820
NH
3
kg
215,747
241,782
223,498
HCl
kg
28,971
23,625
46,958
TOC (NMVOC)
kg
104,68
-
104,615
CO
kg
14,787,075
11,776,101
11,665,835
Hg
kg
80
19
20
PCDD/Fs
kg TEQ
-
0.00011
0.00022
∑Cd, Tl
kg
98
81
140
*∑Sb, As, Pb, Cr, Co, Cu, Mn, Ni, V
kg
348
471
248
* The total threshold of 100 kg was conservatively considered
Air emissions all Cement Plants
Unit
of measurement
2023
2024
2025
Clinker produced using CEMS and discontinuous measurements
for monitoring all pollutants
% of total production
100
100
100
Clinker produced using CEMS for monitoring dust, NO
x
and SO
2
% of total production
98
99
97
Dust
t
241
258
262
g/t clinker
30
32
33
NO
x
t
11,787
11,095
11,237
g/t clinker
1,464
1,390
1,405
SO
2
t
1,701
1,507
1,872
g/t clinker
211
189
234
TOC
g/t clinker
38
32
33
Hg
g/t clinker
0.012
0.005
0.007
PCDD/Fs
μg TEQ /t clinker
0.014
0.028
0.041
∑Cd, Tl
g/t clinker
0.014
0.012
0.018
∑Sb, As, Pb, Cr, Co, Cu, Mn, Ni, V
g/t clinker
0.08
0.09
0.08
Director’s Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 206
E3 - WATER AND MARINE RESOURCES
Impact, risk and opportunity management
ESRS 2 IRO-1 Description of the processes to identify and assess material water and marine resources-
related impacts, risks and opportunities
For information relating to the process of identification and assessment of material impacts, risks, and
opportunities related to water, please refer to the chapter “General information”, sections “Impact materiality
assessment” and “Financial materiality: risks and opportunities assessment”.
In undertaking water resource management projects, which can have a significant local impact, Cementir adopts
an engagement strategy that takes due account of the needs and concerns of local communities. A relevant
element in this process of constructive involvement is the full cooperation between the company, communities
and institutions towards challenges that aim at the conservation of shared natural resources. Also from this
comparison, specific objectives and actions can arise.
An example of this is the quarry water recovery and drinking water treatment project in Clypot and Gaurain,
Belgium. During 2025, the Group continued the recovery of this water to supply the local public distribution
network (Société Wallonie des Eaux - SWDE). The operation benefits the network and at the same time allows
the optimisation of the management of the water levels of the quarries themselves. Further value arises from
significantly reducing the community's dependence on well water, particularly in the Gaurain and Clypot districts,
which are areas of high water stress. The total volume of water from the Clypot and Gaurain quarries, sent for
drinking water treatment, was 2,117 thousand m
3
(1,627 thousand m
3
in 2024. The medium-term goal is to
maximise these flows to about 4,000 thousand m
3
.
E3-1 Policies related to water and marine resources
MDRP – Policy Description for ESRS E3-1 (Water & Marine Resources Policies)
Objective of the Policy
The Group Water Policy establishes the principles for the responsible use and management of water resources
across all operations. It recognizes water as essential for communities, ecosystems, and industrial activities, and
affirms the Group’s responsibility to manage water sustainably within its overall environmental and sustainability
strategy.
Scope of the Policy
The Policy applies to all operational activities of the Cementir Group. Each operating company is responsible
for implementing policy guidance as an integral part of its Environmental Management System, ensuring coherent
and consistent water-related management practices throughout the Group.
Core Commitments
The Water Policy includes the following commitments relevant to ESRS E3:
• Responsible water management through implementation and continuous maintenance of Environmental
Management Systems.
• Integration of water supply considerations into risk and opportunity assessments for current and future
operations.
• Promotion of water-efficiency practices, including reduction of freshwater withdrawal, increased
recycling/reuse, minimization of wastewater discharge, and use of alternative water sources.
• Prioritization of freshwater efficiency at sites located in high water-stress areas, as defined by the WRI
Aqueduct Water Risk Map.
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• Setting measurable water-management targets, aligned with an integrated environmental approach and the
UN Sustainable Development Goals.
• Monitoring, reviewing, and disclosing water-management performance using internationally recognized
indicators (e.g., GRI Standards).
• Promoting responsible behavior regarding water use across employees and third parties in the supply chain.
• Ensuring compliance with all relevant local, regional, national, and international legislation as well as Group
rules and guidelines.
• Cooperation with local communities and institutions to address shared water-resource challenges.
Governance and Responsibilities
• The Policy is approved at Group Executive Management level and is binding across operating companies.
• Operating companies must integrate policy principles into their EMS and ensure continuous improvement in
water management.
• The Group HSE function supports implementation through guidance, monitoring, and performance
oversight.
MDRA – Action Description for ESRS E3-1 (Water & Marine Resources Policies)
1. Water-Efficiency and Conservation Actions
To operationalize its commitments, the Group implements actions to:
• Promote efficient water use, including increased recycling and reuse of process water.
• Minimize freshwater withdrawals by optimizing processes and identifying alternative water sources (e.g.,
rainwater collection, treated wastewater where allowed).
• Reduce wastewater discharges through improved treatment processes and reduction of losses.
2. Risk Based Actions in WaterStressed Areas
• Operational sites located in high water-stress regions adopt strengthened efficiency measures based on
WRI Aqueduct risk classification.
• Sites regularly assess water availability risks with respect to business continuity and environmental impacts.
3. Monitoring, Measurement & Reporting Actions
The Group undertakes systematic monitoring of water performance by:
• Tracking water withdrawals, water discharge, and recycling rates using internationally recognized
indicators, including the GRI Standards.
• Reviewing water-performance data at Group and local levels and reporting progress in annual sustainability
disclosures.
• Maintaining EMS-based procedures for continuous data quality, regulatory compliance, and internal oversight.
4. Target-Setting Actions
• Operating companies set contextual and measurable targets for water management, aligned with the UN
SDGs and integrated environmental objectives.
• Targets may address reductions in freshwater withdrawal, increases in reuse, and improvements in
wastewater control, depending on site-specific conditions.
5. Stakeholder Engagement Actions
• The Group collaborates with local communities, institutions, and regulators to address water availability,
quality, and sustainable use challenges.
• Awareness and training initiatives are carried out for employees and suppliers to promote responsible water
consumption and conservation.
Director’s Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 208
6. Compliance & Governance Actions
• Operating companies maintain compliance with all applicable water-related regulations and Group guidelines.
• Internal audits and reviews are conducted as part of the EMS to verify implementation, identify gaps, and
ensure continuous improvement.
The Supplier Code of Conduct requires partners to implement efficient water management practices, including:
• the minimisation of fresh water withdrawals;
• reduction of wastewater discharges;
• maximising water recycling/reuse.
These practices are also fundamental to mitigate impacts on surrounding areas and ensure respect for
environmental and social values.
E3-2 Actions and resources related to water and marine resources
Starting from areas subject to water scarcity, the Group regularly promotes a sustainable use of water in all its
activities by committing to reduce water consumption through reuse/recycling (for example, by improving
drainage systems and collecting rainwater to reuse at least part of it), minimising withdrawals and wastewater,
reducing losses (for example, through periodic checks of underground water pipes and the state of pumps) and
promoting management practices focused on efficiency. The maximisation of rainwater collection is largely
achieved through adequate storage systems so that it can be used in the short term. For this reason, no precise
monitoring of the total volumes of stored water is carried out.
Where quarry dewatering activity is present, there is an interest in maximising the recovery of the extracted water. The
pumped water is used for different purposes, such as washing the aggregates themselves. The use of water in
quarries, often organised in a closed circuit to limit the volume of water pumped, is in most cases marginal with respect
to the total volume of water available. This is the case, for example, of the objective of maximising the water sent for
drinking water treatment in Belgium (see above).
Cementir has taken action to ensure that all Group companies active in the production of cement and ready-mixed
concrete operate with an EMS certified according to the ISO 14001 standard. In the cement sector, all plants are
ISO 14001 certified. In ready-mixed concrete production, 25% of production sites are also ISO 14001 certified. The
goal is to achieve certification of 100% of activities by 2027. The waste treatment site in Türkiye is also ISO 14001
certified.
The financial resources allocated to the water resources management plan are subject to periodic controls and
include both operating expenditure (OpEx) and capital expenditure (CapEx) for the improvement and
maintenance of assets. The financial resources are aligned with the Group's 2030 roadmap and are integrated
into the ordinary management activities of individual organisations.
Metrics and targets
E3-3 Targets related to water and marine resources
An integrated strategy on climate change
Water risks related to climate change are periodically assessed using the World Resources Institute (WRI) –
Aqueduct Water Risk Atlas.
The risk levels for each cement plant and region are identified periodically and improvement actions are prioritised
and planned.
This process is conducted periodically in compliance with the Group's 2030 roadmap, which provides for a 30%
reduction in water consumption in cement production, based on the values recorded in 2019. For plants in areas
with high water stress, the planned reduction target is 25%. It should be remembered that these plants start from a
specific consumption index significantly lower than the Group average.
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The targets were also set on the basis of input received from stakeholders such as shareholders, financial
communities, local authorities and opinion leaders.
Consistently with 2024, the cement production plants located in areas of high and very high water stress during
2025 are:
▪ Al Arish in Egypt – arid area with low water use (score 5)
▪ Izmir in Türkiye and Gaurain in Belgium – extremely high risk areas (score 4-5)
▪ Kars in Türkiye – high-risk area (score 3-4)
The WRI Aqueduct information platform brings together the latest
advances in hydrological modelling, sensor data and published
information. Aqueduct tools use open-source and peer-reviewed data
to map water risks, such as floods, droughts, and water stress.
Baseline water stress measures the ratio of total water demand to
renewable surface and groundwater availability. Water demand
includes domestic, industrial, agricultural (irrigation), and livestock
uses. Available renewable water resources take into account the impact of upstream water users who consume water and of
large artificial reservoirs on downstream water availability. Higher values indicate greater competition between users and
therefore a higher risk profile.
In 2025, the specific water consumption in cement production was 356 litres/TCE (236 litres/TCE in areas of high
water stress), which was aligned with the improvement roadmap.
Improvement of water consumption in
cement production
Unit
of
measurem
ent
2019
2020
2021
2022
2023
2024
2025
2030
Specific water consumption - Group
l/TCE
480
445
413
402
387
373
356
335
Reduction compared to 2019
-7%
-14%
-16%
-19%
-22%
-26%
-30%
Specific water consumption - High
water stress areas
l/TCE
291
292
285
270
253
241
236
219
Reduction compared to 2019
0%
-2%
-7%
-13%
-17%
-19%
-25%
E3-4 Water consumption
Water management system
As part of these Environmental Management Systems, the water balance is monitored at individual site level on a
monthly basis and consolidated at Group level on a quarterly basis. The Group guidelines for monitoring and
reporting the financial statements define the minimum requirements and are consistent with international reference
standards such as the GCCA Sustainability Guidelines. The financial statements provide an overall view of
withdrawals, discharges, recycling/reuse and water consumption.
Within the Group, different methods are adopted for measuring the various water flows:
▪ direct measurements of the volume of water that instantaneously crosses the section of a channel or pipe by
means of a meter;
▪ calculation by measurements, multiplying the measured flow rate by the operating hours of the relevant pump,
or calculation on the basis of the difference between two measurements, such as water withdrawal and discharge;
▪ calculation by estimation, multiplying the nominal capacity declared by the pump manufacturer by the
operating hours, or using an empirical formula with related factors.
Monitoring of the quality of the discharged water is carried out regularly. The frequency of measurements is usually
monthly, but may vary depending on local regulations (e.g. quarterly) and environmental permits. Parameters are
monitored using analytical methodologies recognised and required by local authorities (e.g. total suspended solids,
Director’s Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 210
pH, temperature, biochemical oxygen demand - BOD, etc.). Examples of periodic measurement methods include
EN 872 or ISO 11923 for total suspended solids, EN ISO 10523 for pH, EN 1899 or ISO 5815 for BOD. The
requirements regarding maximum permissible measurement uncertainties are aligned with local standards or
legislation.
In cement production, water is mainly used for kiln gas conditioning, dust abatement and cleaning activities, as well
as for cooling equipment (e.g. compressors). In wet and semi-wet processes, water consumption is mainly due to
the evaporation of water during the production phases.
In the production of ready-mixed concrete, the water withdrawn is part of the final product but can also be used for
other purposes such as washing concrete mixers, reducing the spread of dust, etc.
Overall, the water from the production phases, before being discharged, is generally subjected to primary treatment
on site (97% of the total water discharged in 2025). The treatment includes the physical removal of suspended
solids and floating materials, typically by sedimentation.
A secondary treatment, through wastewater treatment plants (for example, biological units), is present in some
production plants, as well as at the waste treatment plant in Türkiye.
A tertiary treatment (chemical and biological), subsequent to the secondary treatment, removes suspended,
colloidal and dissolved constituents (e.g. nutrients, heavy metals, inorganic contaminants and others). This
treatment is carried out exclusively at the waste treatment plant.
Results
In 2025, water consumption in cement production amounted to 3,640 thousand m
3
, about 76% of the Group's total
water consumption. Water consumption in areas subject to high water stress represented 32% (31% in 2024) of
total consumption. In addition, 32% (31% in 2024) of the water withdrawn was reused/recycled. 94% of the total
water discharged from cement production consisted of freshwater10F
11
.
In ready-mixed concrete production, water is a fundamental input resource. In 2025, water consumption amounted
to 627 thousand m
3
, 13% of the Group’s total water consumption. In areas with high water stress, water consumption
accounted for 64% (70% in 2024) of total consumption for ready-mixed concrete production. In addition, 26% (24%
in 2024) of the total water withdrawn was reused/recycled.
Numerous projects in 2025 concerned the increase in water
reuse capacity, in line with the technical limits of production.
For example, in Brussels, Belgium, new tanks were built to
collect and dry the rinsing sludge from the concrete mixers at
the end of the day, as well as the residues from the settling
tanks. The collected water is reused for new preparations,
while the sludge is sent to waste treatment and recycling
centres.
In the production of aggregates, water consumption
amounted to 526 thousand m
3
, about 11% of the Group’s total water consumption. In 2025 there was an overall
increase in volumes due to additional / new quarries activities (e.g Turkey). Reuse/recycling of water for the
production of aggregates accounted for 12% (14% in 2024) of the total water withdrawn.
No sanctions and/or penalties related to water management were received during the year.
11
Freshwater is defined as the concentration of Total Dissolved Solids is ≤1000 mg/l.
Collection tanks in Brussels
Director’s Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 211
Group water balance
Unit
of
measurement
2023
2024
2025
Withdrawals
m
3
/ 1,000
15,317
15,133
15,362
Surface water
505
584
587
Groundwater
5,473
5,032
5,928
Seawater
0
0
0
Rainwater
843
876
537
Public water
502
425
520
Quarry water
7,994
8,216
7,790
Discharges
m
3
/ 1,000
10,993
10,715
10,566
By receiving body:
Surface water
6,451
5,878
5,384
Groundwater
22
16
129
Sea
2,836
2,620
2,409
External treatment plants and other discharge areas (e.g. to
drinking water treatment plants)
1,523
1,978
2,813
Domestic sewage
161
223
200
Consumption
m
3
/ 1,000
4,325
4,418
4,796
Group water consumption details
Unit
of
measurement
2023
2024
2025
Total consumption
m
3
4,325,243
4,417,579
4,795,929
Total consumption in areas of high water stress
m
3
1,759,184
1,849,712
2,091,144
Cement
m
3
1,100,188
1,063,686
1,165,221
RMC
m
3
402,703
457,671
400,857
Aggregates
m
3
254,153
323,655
521,462
Waste
m
3
2,140
4,700
3,604
Total volume of recycled/reused water
m
3
3,976,529
3,708,388
3,630,645
Total stored water volume
m
3
nd
nd
nd
Water intensity
Unit
of measurement
2023
2024
2025
Total water consumption
m
3
4,325,243
4,417,579
4,795,929
Total net revenues
mln €
1,694,246,561
1,686,943,385
1,639,640,086
Water intensity
m
3
/mln €
0.0026
0.0026
0.0029
Director’s Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 212
Below are the water balances for cement production and ready-mixed concrete production respectively, which
represent about 90% of the Group's total water consumption.
Water balance in cement
Unit
of
measurement
2023
2024
2025
Withdrawals
m
3
/ 1,000
9,191
8,758
8,538
Surface water
408
410
389
Groundwater
4,336
4,373
4,420
Seawater
0
0
0
Rainwater
717
739
481
Public water
239
205
250
Quarry water
3,491
3,031
2,998
Discharges
m
3
/ 1,000
5,748
5,329
4,899
By receiving body:
Surface water
2,661
2,367
2,038
Groundwater
13
10
121
Sea
2,836
2,620
2,409
External treatment plants and other discharge areas
126
153
166
Domestic sewage
112
180
165
Consumption
m
3
/ 1,000
3,442
3,429
3,640
In high water-stress areas
% total
consumption
32.0
31.0
32.0
Reused/recycled water
m
3
/ 1,000
3,095
2,727
2,735
% total
withdrawals
33.7
31.1
32.0
Specific consumption
l/TCE
387
373
356
Specific consumption in areas of high water stress
l/TCE
253
241
236
Water balance in ready-mixed concrete
Unit
of
measurement
2023
2024
2025
Withdrawals
m
3
/ 1,000
740
790
721
Surface water
40
47
59
Groundwater
329
408
373
Seawater
0
0
0
Rainwater
126
137
56
Public water
245
198
227
Discharges
m
3
/ 1,000
105
133
93
By receiving body:
Surface water
0
0
0
Groundwater
0
1
0
Sea
0
0
0
External treatment plants and other discharge areas
71
89
58
Domestic sewage
34
43
35
Consumption
m
3
/ 1,000
635
657
627
In high water-stress areas
% total
consumption
63.4
69.7
63.9
Reused/recycled water
m
3
/ 1,000
178
188
189
% total
withdrawals
24.0
23.8
26.3
Specific consumption
l/TCE
149
144
145
Specific consumption in areas of high water stress
l/TCE
154
156
146
Director’s Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 213
E4 – BIODIVERSITY AND ECOSYSTEM
Strategy
E4-1 – Transition plan and consideration of biodiversity and ecosystems in strategy and business model
As part of the resilience analysis required under Disclosure Requirement E4-1, paragraph 13, the Group
assessed the capacity of its strategy to remain robust in relation to the material impacts, risks and opportunities
identified with respect to biodiversity and ecosystems. The analysis considers the main drivers of biodiversity
loss—such as soil degradation, habitat loss, pollution, land-use change and resource exploitation—and evaluates
the Group’s ability to manage and mitigate these risks over the medium and long term.
With regard to risks associated with direct resource exploitation and land-use change—such as damage to karst
ecosystems, the permanent loss of endemic species, disruptions to the supply chain and increasingly stringent
regulatory requirements—the Group strengthens its resilience by aligning extractive activities with ecological
assessments, geological conditions and regulatory obligations. Environmental Impact Assessments (EIAs),
biodiversity mapping initiatives and site-specific monitoring programmes are used to minimise irreversible impacts
and to ensure compliance with more stringent permitting processes.
The Group also recognises the relevance of reputational and stakeholder-perception risks stemming from
environmental impacts and unmet expectations regarding nature protection. To mitigate these risks, the Group
enhances transparent communication, promotes nature-related initiatives and proactively engages with local
communities, authorities and environmental organisations. This approach supports the maintenance of the social
licence to operate and reinforces stakeholder trust over the long term.
From a strategic perspective, the analysis also highlights the presence of opportunities that can contribute to the
Group’s competitiveness. The development of low-carbon products and climate- and nature-related initiatives
facilitates access to green financing and sustainability-linked financial instruments. At the same time, initiatives
dedicated to nature conservation, biodiversity and circular economy help strengthen market positioning and
consolidate stakeholder loyalty. Finally, the adoption of new environmental monitoring technologies improves risk
detection capability, reduces operating costs and strengthens stakeholder relationships.
Overall, the Group’s resilience strategy integrates environmental mitigation, technological innovation, regulatory
alignment and stakeholder engagement. This multi-layered approach enables the Group to manage and mitigate
biodiversity-related risks while capturing opportunities that enhance long-term value creation and alignment with
the European Union’s sustainability expectations.
Raw materials used in the cement industry are quite common and widely available. Although these raw materials
are available and widely distributed globally, their extraction can generate significant ecological pressures and
therefore requires careful management, long-term planning and responsible land use.
The fundamental raw materials for cement production include:
1) Limestone, the most abundant and essential component, which represents 60-70% of the composition of
cement. It is widely available in sedimentary rock formations worldwide.
2) Clay, which provides silica, alumina and iron oxide, crucial elements for the production of clinker. Common
materials include shale, bauxite and laterite, which are widely available in nature.
3) Sand or silica, necessary to balance the silica content. It is abundant in natural sand deposits and quartz-rich
rocks.
4) Iron ore, used to regulate the iron content within the cement. Iron ore is a common element, but other
alternative sources are also used such as, for example, industrial by-products (e.g. rolling oxides).
5) Gypsum, to adjust the setting time of the cement. While less abundant than limestone, gypsum is still widely
available and can also be obtained from industrial by-products like phosphogypsum.
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Limestone and clay are among the most abundant minerals on Earth. Silica and iron ore are also abundant in
nature, although they require specific processing. Gypsum is an easy element to find. Overall, cement raw
materials are not rare, and their widespread availability makes cement production feasible in most parts of the
world.
After a first evaluation screening carried out in 2024, during 2025 Cementir defined a structured, repeatable
methodological framework based on scientific evidence for the identification, evaluation and management of
dependencies, impacts, risks and opportunities related to nature within the Group’s operations. The process
followed the recommendations of the Taskforce on Nature‑related Financial Disclosures (TNFD) in tangible
operational processes, ensuring that biodiversity and ecosystem aspects were systematically integrated into risk
governance, strategic decision‑making processes and long-term value creation.
The process supports:
• the consistent identification of nature-related exposures in the Group's extractive activities and, where they
exist, of strategic suppliers;
• prioritisation based on the evidence related to the sites and their risks, through transparent, solid and
recognised methodologies;
• integration with Enterprise Risk Management (ERM) to ensure that risks related to nature are managed in
an integrated manner with other strategic and operational risks;
• transparent reporting, aligned with TNFD expectations and applicable regulatory requirements;
• continuous improvement through the definition of projects/objectives, periodic reviews, and the refinement
of monitoring methodologies and systems.
This approach is inspired by the guidelines of the Kunming-Montreal Global Biodiversity Framework.
For more details on the initiatives and objectives, please refer to sections “E4-3 – Actions and resources related
to biodiversity and ecosystems” and “E4-4 – Targets related to biodiversity and ecosystems”.
ESRS 2 SBM 3 – Material impacts, risks and opportunities and their interaction with strategy and business model
Below is the list of the Group's quarries with the relevant details in terms of geographical location and type of
material extracted.
Director’s Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 215
Country
Cementir Group Quarry – Company Name
Site location
Type of quarry
Denmark
Aalborg Portland Holding A/S
Aalborg
Gypsum
Kudsk & Dahl A/S
Norra Hostrup - Rodekro
Sand & gravel
Kudsk & Dahl A/S
Dybvad - Rodekro
Sand & gravel
Sweden
AB Sydsten
Hardeberga - Sodra Sandby
Quartzite
AB Sydsten
Stenberget - Blentarp
Granite
AB Sydsten
Oved - Sjobo
Granite
AB Sydsten
Dalby
Granite
AB Sydsten
Norra Rorum - Hoor
Granite
Türkiye
Çimentaş İzmir Çimento Fabrikası Türk A.Ş.
Bornova – Izmir1
Limestone
Çimentaş İzmir Çimento Fabrikası Türk A.Ş.
Bornova – Izmir2
Limestone
Çimentaş İzmir Çimento Fabrikası Türk A.Ş.
Bornova – Izmir3
Limestone
Çimentaş İzmir Çimento Fabrikası Türk A.Ş.
Bornova – Izmir4
Limestone
Çimentaş İzmir Çimento Fabrikası Türk A.Ş.
Bornova – Izmir5
Clay
Çimentaş İzmir Çimento Fabrikası Türk A.Ş. –
Trakya Branch
Lalapasa – Edirne1
Limestone
Çimentaş İzmir Çimento Fabrikası Türk A.Ş. –
Trakya Branch
Lalapasa – Edirne2
Clay
Çimentaş İzmir Çimento Fabrikası Türk A.Ş. –
Trakya Branch
Lalapasa – Edirne3
Clay
Recydia Atık Yönetimi Yenilenebilir Enerji Üretimi
Nakliye ve Lojistik Hizmetleri San. ve Tic. A.Ş.
Tadim – Elazığ
Limestone
Recydia Atık Yönetimi Yenilenebilir Enerji Üretimi
Nakliye ve Lojistik Hizmetleri San. ve Tic. A.Ş.
Yemislik – Elazığ
Pozzolana
Recydia Atık Yönetimi Yenilenebilir Enerji Üretimi
Nakliye ve Lojistik Hizmetleri San. ve Tic. A.Ş.
Guneycayiri – Elazığ
Limestone
Recydia Atık Yönetimi Yenilenebilir Enerji Üretimi
Nakliye ve Lojistik Hizmetleri San. ve Tic. A.Ş.
Gollu Bag – Elazig1
Marna
Recydia Atık Yönetimi Yenilenebilir Enerji Üretimi
Nakliye ve Lojistik Hizmetleri San. ve Tic. A.Ş.
Gollu Bag – Elazig2
Marna
Recydia Atık Yönetimi Yenilenebilir Enerji Üretimi
Nakliye ve Lojistik Hizmetleri San. ve Tic. A.Ş.
Korpe – Elazığ
Limestone
11F
12
Kars Çimento San. ve Tic. A.Ş.
Bozkale -Kars3
Limestone
Kars Çimento San. ve Tic. A.Ş.
Bozkale -Kars4
Clay
Kars Çimento San. ve Tic. A.Ş.
Bozkale -Kars5
Clay
Kars Çimento San. ve Tic. A.Ş.
Cumhuriyet -Kars
Pumice
Çimentaş İzmir Çimento Fabrikası Türk A.Ş.
Yerkesik – Mugla
Limestone
Çimentaş İzmir Çimento Fabrikası Türk A.Ş.
Ula – Mugla
Limestone
Çimentaş İzmir Çimento Fabrikası Türk A.Ş.
Torbali – Izmir1
Limestone
Çimentaş İzmir Çimento Fabrikası Türk A.Ş.
Torbali – Izmir2
Limestone
Belgium
Compagnie des Ciments Belges S.A.
Antoing, Tournai
Limestone
Compagnie des Ciments Belges S.A.
Barry, Tournai
Limestone
Compagnie des Ciments Belges S.A.
Clypot – Neufvilles
Limestone
Egypt
Sinai White Portland Cement Co. S.A.E.
Gebel Lebni - North Sinai1
Limestone
Sinai White Portland Cement Co. S.A.E.
Gebel Lebni - North Sinai2
Limestone
Malaysia
Aalborg Portland Malaysia Sdn. Bhd.
Ipoh-Perak1
Limestone
Aalborg Portland Malaysia Sdn. Bhd.
Ipoh-Perak2
Limestone
China
Aalborg Portland (Anqing) Co Ltd
Anqing – Anhui
Limestone
12
Since 1 December 2025 Kars Çimento is no longer part of the Group.
Director’s Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 216
For each quarry, the TNFD methodology was adopted, which is based on the LEAP approach (Locate, Evaluate,
Assess, Prepare). This approach (TNFD LEAP) comprises four sequential phases:
1. Locate: Identify and prioritise sites based on nature‑related sensitivity and operational relevance.
Output: classified list of quarries and selection of priority sites for more in-depth assessments.
2. Evaluate: Assess nature
-
related dependencies and impacts at industry and site level.
Output: evidence-based comprehensive inventory of dependencies, impacts, risks and opportunities (DIROs).
3. Assess: Assess the DIROs identified and translate them into risks and opportunities related to nature; prioritise
through scales aligned to ERM and financial materiality.
Output: register of priority risks/opportunities suitable for integration into the ERM.
4. Prepare: Define operational and strategic responses, including metrics, objectives, monitoring systems and action
plans.
Output: framework of metrics, data governance model and implementation paths.
The TNFD LEAP process is designed to integrate with Cementir's existing ERM framework and strategic planning
cycles. The assessment is carried out at least annually in line with the Group ERM cycle and the strategic planning
calendar. Priority risks and opportunities identified through LEAP are formally integrated into the ERM register
and linked to initiatives. Nature‑related metrics and objectives are also monitored periodically through existing
performance systems. Adequate information is provided to governance bodies, such as the Sustainability
Committee. The lessons learned from implementation are incorporated into the next annual cycle, supporting the
progressive refinement of both methodologies and data quality.
Phase 1: Locate – Identification and prioritisation of quarries
This phase identified and prioritised the Group's quarries on the basis of two complementary dimensions:
• Nature-related sensitivity (TNFD Score) – 70%;
• Strategic and operational relevance (Relevance Score) – 30%.
This phase made it possible to classify the quarries and select a subset defined as a priority for an in-depth LEAP
evaluation.
The Locate phase used multiple sources and analytical tools:
• Quarry inventory - Complete list of Cementir quarries with identification, geolocation, production volumes, residual
capacity and area of influence.
• IBAT (Integrated Biodiversity Assessment Tool) - Geospatial screening tool that provides biodiversity indicators,
used considering a radius of 5 km (highly important in terms of biodiversity for the extractive sector, with particular
reference to protected areas and key areas for biodiversity, see below). The information available from IBAT
concerns:
o Protected areas – PA (e.g. nature parks, reserves, etc.) and their distance from the quarry;
o Key areas for biodiversity – KBA, Key Biodiversity Areas and their distance from the quarry;
o Presence and conservation status of IUCN Red List (International Union for Conservation of Nature)
species, with a focus on the three threat categories for which monitoring and conservation activities
should be further developed: Critically Endangered (CR), Endangered (EN) and Vulnerable (VU). With
regard to these data and their detail, a conservative approach was preferred, using the information
available at both 50 km and 5 km.
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o STAR (Species Threat Abatement and Restoration) scores, which provide a standardised spatial score,
allowing the impact of actions on biodiversity in different locations12F
13
. The STARS also represent a
prospective support to the indices identified by the Kunming-Montreal Global Biodiversity Framework,
such as the Red List Index.
• Aqueduct (WRI – World Resources Institute) – Water risk assessment tool that provides specific indicators such
as water stress, groundwater depletion, flood risk, drought risk, water quality risk.
• Biodiversity Risk Filter (WWF) – Biodiversity and water risk assessment tool that provides indicators related to
ecosystem services, nature change (e.g. land use change, pollution, invasive species), environmental factors
(protected areas, species rarity, etc.), socio‑economic factors (indigenous populations, resource scarcity, etc.).
• ENCORE (Exploring Natural Capital Opportunities, Risks and Exposure) – Tool for analysing and assessing the
risk linked to environmental changes (e.g. biodiversity loss, water scarcity).
The TNFD Score was determined through four equally weighted criteria:
• Ecosystem integrity (25%): reflects the state of conservation and integrity of the ecosystems surrounding the
quarry. Indicators include the presence of protected areas, soil and air conditions.
• Importance of biodiversity (25%): reflects the value of the area's biodiversity, the presence of threatened species
and the key characteristics of biodiversity. Indicators include species included in the IUCN Red List, PAs and
KBAs, integrated where relevant with officially designated protected areas (Natura 2000, national parks, etc.).
• Physical water risks (25%): reflects the physical risks and water-related constraints that can affect operations
and ecosystems. Indicators include water stress, water resource depletion, flood risk, and drought risk.
• Relevance of ecosystem services (25%): reflects the dependence on ecosystem services and the wider natural
context. Indicators include supply services (water, raw materials), regulatory services (soil retention, water
purification) and cultural services (recreation, spiritual value).
All indicators were converted to a comparable 1-5 scale, normalised according to min-max values to avoid
distortions due to scale and aggregated (mean) for each criterion. Finally, the TNFD Score was determined as
the average of the four criteria identified.
Below, for each criterion identified, the indicators used and the related sources are reported.
Criterion
Reference
Indicator
Ecosystem
integrity
WWF Biodiversity Risk
Filter
Soil condition
Air condition
Ecosystem condition
Change in land, freshwater and marine use
Pollution
Landslides
ENCORE
Soil degradation
Use of terrestrial ecosystems
Use of freshwater ecosystems
Use of marine ecosystems
Emissions of toxic pollutants into water and soil
Disturbances (e.g. noise, light)
Extraction of other abiotic resources
Greenhouse gas (GHG) and non-GHG emissions
Importance of
biodiversity
IBAT
Protected areas and their distance
KBA and their distance
Species on the IUCN Red List
STARt and STARr
ENCORE
Habitat integrity
WWF Biodiversity Risk
Filter
Pressures on biodiversity
Other important areas delimited
Rarity of the distribution area
WRI Aqueduct
Potential for coastal marine eutrophication
13
A full definition of the STAR metric can be found within the publicly available information note on the IBAT website. In particular, high
“reduction” scores (STARt) are assigned to areas that currently include a relatively high number of threatened species, while high
“reconversion” scores (STARr) identify those areas that previously had a relatively high number of threatened species and in which
“reconversion” activities could significantly contribute to reducing the risk of species extinction.
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Physical water
risks
WRI Aqueduct
Water resource depletion
Water stress
Interannual variability
Lowering of the groundwater
Risk of river flooding
Drought risk
Untreated conveyed wastewater
WWF Biodiversity Risk
Filter
Water availability
Water resource status
ENCORE
Use of freshwater ecosystems
Use of marine ecosystems
Relevance of
ecosystem
services
WRI Aqueduct
Regulatory and reputational risk
WWF Biodiversity Risk
Filter
Indigenous peoples and local communities
Human rights
ENCORE
Dispersion by the atmosphere and ecosystems
Mitigation of storm events
Adjustment of rainfall regimes
The Relevance Score was determined using the production of the quarry (20%), its residual capacity (40%) and
the area of influence (40%). Greater importance has been assigned to a greater extension of the area of influence
and a longer useful life of the quarry. These indicators, for the purpose of their normalisation, were also treated
as for the determination of the TNFD Score.
The final score, for the purposes of prioritisation, considered the TNFD Score at 70% and the Relevance Score
at 30%. This weighting ensures that ecological sensitivity remains the predominant factor, while maintaining a
clear link to operational exposure.13F
14
Below is the list of sites identified at the highest level of relevance according to the final score14F
15
.
As at 31 December 2025, the quarries prioritized constitute 26% of the total number of Group quarries.
Country
Compan
y/
location
Quarry
Area
(hectares)
Ecosystem
integrity
Importance
of
biodiversity
Physical
water risks
Relevance
of
ecosystem
services
TNFD
Score
Relevance
Score
FINAL
Score
Denmark
Aalborg
Portland
Aalborg
237.0
3.67
2.38
2.40
3.00
2.86
3.40
3.02
Belgium
CCB
Clypot-Neufvilles
88.4
3.73
1.75
2.70
3.00
2.79
3.20
2.92
Belgium
CCB
Barry, Tournai
9.8
3.58
1.88
2.78
3.00
2.81
2.80
2.88
Belgium
CCB
Gaurain, Tournai
128.0
3.45
2.18
2.80
2.75
2.80
2.80
2.87
Türkiye
Izmir
Bornova-Izmir 1
59.7
3.91
2.14
3.30
3.20
3.14
2.20
2.86
Türkiye
Izmir
Bornova-Izmir 2
16.8
3.91
2.14
3.30
3.20
3.14
2.20
2.86
Türkiye
Izmir
Bornova-Izmir 3
5.4
3.91
2.14
3.30
3.20
3.14
2.20
2.86
Türkiye
Izmir
Bornova-Izmir 4
6.3
3.91
2.14
3.30
3.20
3.14
2.20
2.86
Türkiye
Izmir
Bornova-Izmir 5
14.0
3.91
2.14
3.30
3.20
3.14
2.20
2.86
Sites classified as non-sensitive according to the current screening thresholds adopted are not considered risk-
free for biodiversity. For this reason, the database and the screening thresholds considered will be periodically
reviewed also in the light of the planned monitoring activities.
Phase 2: Evaluate – Assess dependencies and impacts
14
A specific corrective factor has been applied to the Gaurain and Barry quarries, located in the same geographical area, to maintain an even
more conservative approach since the former is no longer operational while the latter will be in the future with significant strategic importance.
15
The relevance threshold was defined by applying a percentile analysis. The value corresponding to the 80th percentile of the distribution
is 2.86. All data ≥ 2.86 represent the top quintile and therefore constitute the most statistically relevant range (top 20%).
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The objective of this phase was to analyse and evaluate the dependencies and impacts on nature both at the
sector level and at the level of the specific prioritised site.
Industry-level assessment uses the ENCORE tool to identify ecosystem services and drivers of nature change
relevant to extraction activities. This ensures completeness and prevents the omission of material dependencies
and impacts. In this sense, the list of mapped dependencies (ecosystem services on which the sector depends)
and impacts (drivers of nature change) ensures adequate traceability and validation at site level.
For further details, please refer to the chapter of this Annual Report 2025 – Results of Double Materiality.
After the sector assessment, the site-level assessment was carried out using specific evidence and data on the
biodiversity context (for example, environmental impact studies that also include endangered species). Finally,
visits were carried out at all sites classified as priority in order to verify operational practices, collect qualitative
information (water dynamics, interactions with the soil, result of community involvement) and confirm the
materiality of identified dependencies and impacts. The objective was, therefore, to validate the desk-based
results (IBAT, geospatial data, EIA) and verify actual impacts and dependencies. Site managers and
environmental technicians were involved, to which ad-hoc questionnaires were submitted for the part related to
local community relations. The visits made it possible to integrate qualitative elements not detectable by GIS
analysis.
Phase 3: Assess – Assess and prioritise risks and opportunities
This phase translated the dependencies and impacts into risks and opportunities related to nature, using scales
aligned to the Group's ERM model for the assessment and prioritising them in consideration of the materiality
linked to nature and financial materiality (contribution to EBITDA).
The complete list of risks (physical and transitional) and opportunities was constructed using the TNFD sector
guide for extractive activities.
After the assessment and integration of EBITDA, we proceeded to:
• remove non-material elements on the basis of defined magnitude x probability thresholds;
• merge the overlapping risks into unique risk statements, suitable to be entered in the ERM register;
• validate the list with internal stakeholders (e.g. Internal Audit, Technical, Finance);
• produce the final list of priority risks and opportunities, for ERM integration and monitoring.
For further details, see the “Main risks to which the Group is exposed” section.
Phase 4: Prepare – Metrics, objectives and action planning
This phase translated the DIROs identified into operational and strategic responses, including:
• the metrics framework for monitoring;
• data governance and accountability;
• short- and long-term action plans.
The metrics were selected according to the three categories below.
• Global Core Metrics, applicable to all sectors according to TNFD. For example: land use and extension of
ecosystems, state of biodiversity, water withdrawals and discharges, provision of ecosystem services.
• Sector Core Metrics, applicable to the mining and extractive sector. For example: progress in quarry
rehabilitation/restoration plans, invasive species monitoring, natural raw material replacement plan (for more
details refer to chapter E5 - Circular Economy), air quality management, community involvement.
• Additional metrics, specific to the operational context of the site, that also include cement production activities.
For example: monitoring of specific species (presence/absence of threatened species), specific water quality
indicators, habitat quality assessments, monitoring of local stakeholders’ satisfaction.
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Each level was then reorganised according to 5 key drivers: Pollution, Resource Use, Land Use, Nature Status
and Local Communities.
The metrics are used to define operational and strategic response actions:
• Short-term actions (typically within 12 months) focused on improvements to operational controls and monitoring
maturity, data collection and baseline definition, stakeholder engagement initiatives.
• Long-term (multi-year) actions focused on structural changes (e.g. rehabilitation strategy, technology upgrades),
alternative materials and circular economy, ecosystem restoration/regeneration projects.
In relation to long-term actions, the adoption of the NIA (Net Impact Assessment) methodology according to the
sector guidelines of the World Business Council for Sustainable Development (WBCSD) was initiated for the
prioritised sites. This methodology makes it possible to quantify and compare the impacts on biodiversity over
time with respect to a defined baseline. In this way it is possible to monitor progress towards no-net-loss
objectives and consequently define strategic actions. The NIA methodology and the related biodiversity indicators
will be subject to periodic internal reviews and may be supported by an independent third party validation that
also takes into account the evolution of the methodology itself.
The NIA methodology is based on habitat assessment and integrates criteria specific to threatened species in
order to establish a basis for comparative analysis. The methodology is divided into four operational phases:
• Definition of the scope of analysis, in which geographical and temporal boundaries are taken into account and
the approach to the baseline is identified (e.g. information deriving from the site-specific environmental impact
assessment, if available).
• Identification of habitats, in which the habitats/surface areas covered at the time of the analysis and the related
species at risk are identified, integrating the IBAT information at 50/5 km with those of the site-specific
environmental impact assessment.
• Analysis and delimitation of habitats, in which the Importance (I) and Condition (C) of each habitat are evaluated
and assigned a score.
• Calculation of Net Impact (NI)
o Biodiversity Value (BV) for each habitat = Importance (I) × Condition (C) × Area (A)
o Biodiversity Index (BI) for each site = ∑ (BV) / ∑ (A)
o NI = BI (at the time of analysis) - BI (baseline)
The NIA methodology therefore requires the integration of different information from multiple sources15F
16
.
Habitat Importance is assessed using a 4-level scale that reflects biodiversity value and conservation relevance.
Score
Category
Description
4
Very high importance
Ecosystem/habitat of international importance; habitats for globally threatened
species (IUCN: CR, EN, VU); ecosystem/habitat of national or regional
importance.
16
In addition to data from IBAT and site-specific environmental impact assessments, the first analysis was conducted by consulting the Global
Biodiversity Information Facility (GBIF), an international network and data infrastructure funded by governments around the world, which
provides open access to data on all forms of life on Earth. This resource has allowed the identification and mapping of the distribution of
species, subsequently linked to the related habitats identified through geospatial analysis. On this aspect, the QGIS Geographic Information
System (GIS) software was used, with a radius of 5 km around each extraction site. Subsequently, land cover data from the Copernicus
Programme of the European Union were analysed. Specifically, the datasets used included CORINE Land Cover (CLC), a European
database, which presents a hierarchical nomenclature of 44 classes of land cover and use, and EU-Hydro, a reference dataset for European
water bodies. To translate land cover classes into ecologically relevant habitat types, the "Walkthrough CORINE Land Cover to EUNIS
Habitat" matching tool was applied, which allows the conversion of the 44 CLC classes into the EUNIS (European Nature Information System)
habitat classification system.
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3
High importance
Habitat relevant to the survival of nationally or regionally threatened species.
2
Medium importance
Common habitats at national or regional level; host species of least concern.
1
Low importance
Habitats free of threatened species; widely distributed and relatively degraded.
Three criteria are used to assess the condition of each habitat:
▪ diversity/maturity (composition and richness of species);
▪ invasive species (presence and impact);
▪ threats (disturbance and degradation of habitat).
Habitat Condition is also assessed using a 4-level scale.
Size\Score
4
3
2
1
Maturity and
structure
Mature and highly
diversified habitat
Relatively mature and
diversified structure
Structural diversity
below regional
potential
Immature and poorly
diversified structure
Species diversity
Excellent diversity
and above the
regional average
Good/very good
diversity typical of the
region
Moderate diversity
Poor diversity
Invasive species
No obvious presence
Limited presence
Clear signs of
presence
Frequent presence
Threats to the
habitat
No signs of significant
disturbance
Few signs of
disturbance
Obvious disturbance
Frequent disturbance
The overall framework of metrics and action plans will be reviewed periodically to:
• update the DIRO and the risk assessment on the basis of new evidence or changed conditions;
• refine the metrics themselves, including the calculation of the impact, and eliminate those that do not support the
decision-making process;
• integrate the lessons learned from the implementation into the sites;
• maintain alignment with the evolution of the TNFD guide and with expectations of a local regulatory nature.
Below is, for each group of prioritised quarries, a brief description of the status, Protected Areas (PA) and Key
Biodiversity Areas (KBA), STAR assessments and threatened species.
Türkiye - Izmir
The Izmir production site is located within an ecologically sensitive landscape, with 1 KBA identified within 5 km.
Although there are no protected areas, there are habitats with significant conservation value (cultivated land
and/or other anthropised areas, forests/shrubs, meadows and running waters). As part of the analysis conducted
in line with the TNFD framework, the Group used the EUNIS Habitats classification for the identification and
mapping of ecosystems, ensuring a coherent and widely recognized European approach to assessing
dependencies and impacts on biodiversity.
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In the wider ecological context (50 km), in terms of threat there are 56 VU,
25 EN and 16 CR species among animals, plants and fungi. In addition, there
are 2 VU species identified by the site environmental impact assessment.
The STARt value for the area is below the global median; in this sense, the
area was considered non-sensitive. Based on the STARr assessment, one
of the quarries exceeds the global median threshold. This indicates a
relatively higher potential contribution to the global risk of species extinction
should pressures on biodiversity intensify.
From the available EIA, the threatened species to support targeted monitoring activities are: the Greek tortoise
(VU), the verbascum (VU), the lapwing (EN) and the turtle dove (VU).
Belgium - CCB
The Clypot–Neufvilles site is not classified as an ecologically sensitive location according to TNFD screening
criteria. Geospatial analysis confirms that no protected area or KBA falls within 5 km. Despite the absence of
such areas, the wider ecological context (50 km) includes 52 VU, 7 EN and 1 CR species among animals, plants
and fungi. To these are added 2 VU, 9 EN, 3 CR and 1 NT16F
17
species identified by the site environmental impact
assessment. Although this indicates the presence of biodiversity elements of conservation interest in the wider
landscape, STAR scores do not exceed global sensitivity thresholds and therefore the site has not been identified
as sensitive in terms of potential contribution to the global risk of species extinction.
From the available EIA, the threatened species to support targeted
monitoring activities are: the hairy vetch (CR), the brown dragonfly (CR), the
keeled dragonfly (CR), the knotted clover (EN), the cornflower and the blue
cornflower (EN), the common spadefoot (EN), the crested newt (EN), the
sand martin (NT), the blunt-fruited water starwort (EN), the rigid catapodium
(EN), the bristly ox-tongue (EN), the woodlark (EN), the Eurasian eagle-owl
(EN), the peregrine falcon (VU) and the bee orchid (VU).
The Barry–Gaurain site is situated within an ecologically relevant landscape,
with 3 protected areas identified within a 5 km radius. Although there are no KBAs, the proximity to multiple
protected sites highlights the environmental sensitivity of the surrounding territory.
The wider ecological context (50 km) includes 58 VU, 7 EN and 1 CR species, including animals, plants and
fungi. To these are added 17 VU, 6 EN and 7 CR species identified by the site environmental impact assessment.
Despite this presence, the STAR analysis indicates that for the Barry–Gaurain site the scores do not exceed the
global sensitivity thresholds. This suggests that, although there are elements of biodiversity of conservation
interest, the site is not sensitive in terms of its potential contribution to the global risk of extinction of species.
From the available EIA, the threatened species to support targeted
monitoring activities are: the neglected orchid (CR), the pyramidal orchid
(VU), the lizard orchid (VU), the bee orchid (VU), the sea rush (CR), the
rigid catapodium (VU), the bristly ox-tongue (VU), the round-leaved
wintergreen (VU), the great bittern (CR), the western marsh harrier (EN),
the black kite (EN), the hen harrier (EN), the Eurasian eagle-owl (VU), the
black stork (VU), the peregrine falcon (VU), the woodlark (VU), the pied
avocet (VU), the common snipe (CR), the corncrake (CR), the Eurasian
teal (CR), the common gull (EN), the meadow pipit (VU), the Eurasian
wigeon (VU), the common cuckoo (VU), the black-headed gull (VU), the European turtle dove (VU), the northern
shoveler (VU), the great crested newt (EN), the brown hawker (CR), the keeled skimmer (EN), the scarce chaser
(VU) and the southern darter (VU).
17
NT (Near Threatened): species vulnerable to endangerment
Pyramidal Orchid
Brown Dragonfly
Greek Tortoise
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Denmark - Aalborg
The Aalborg site is located in close proximity to ecologically sensitive areas, with 2 protected areas falling within
5 km. Although no KBAs have been identified in the vicinity of the quarry, the surrounding landscape includes
coastal and wetland ecosystems relevant to regional biodiversity.
The wider ecological context (50 km) includes 65 VU, 13 EN and 10 CR species, including animals, plants and
fungi. In addition, there are 3 VU, 1 EN and 3 NT species identified by the site environmental impact assessment.
Despite this presence, STAR analysis indicates that for the Aalborg site the scores do not exceed the global
sensitivity thresholds. This suggests that, although there are elements of
biodiversity of conservation interest, the site is not sensitive in terms of its
potential contribution to the global risk of extinction of species.
From the available EIA, the threatened species to support targeted
monitoring activities are: the autumn gentian (EN), the early marsh orchid
(VU), the carline thistle (NT), the nodose chickweed (NT), the thyme-leaved
sandwort (NT), the broad-leaved marsh orchid (VU) and the Timmins orchid
(VU).
Impact, risk and opportunity management
ESRS 2 IRO-1 Description of processes to identify and assess material biodiversity and ecosystem-
related impacts, risks and opportunities
In the process of identifying and assessing material impacts, risks, and opportunities related to biodiversity and
ecosystems, the Group identified several nature-related factors as material. The analysis first highlighted that the
Group’s activities can generate significant impacts on the extent and condition of ecosystems, particularly through
soil degradation. Such degradation may lead to biodiversity loss, a reduction in natural habitats, the decline of
plant and animal species, and an overall deterioration of ecosystem functions in the long term.
Among the main direct drivers of impact, extractive activities emerged as particularly relevant, as they can
degrade ecosystems through the removal of vegetation, alteration of soil structure, and disruption of essential
wildlife corridors. In addition, certain industrial processes—most notably clinker production—may contribute to
air pollution through emissions of SO₂, NOₓ and particulate matter containing heavy metals. These emissions
can cause soil acidification, eutrophication of water resources, and a progressive decline in more sensitive
species, with long-lasting effects over time.
Another relevant aspect concerns the direct use of natural resources: limestone extraction, for example, can
compromise highly sensitive karst ecosystems, causing the permanent loss of endemic species and potential
local extinctions. Additional impacts include soil sealing and topsoil loss, which reduce water retention capacity
and undermine the overall resilience of ecosystems. The Group also identified significant risks associated with
these impacts, including reputational risks linked to stakeholder perception of environmental impacts and unmet
expectations regarding nature protection. From a regulatory standpoint, evolving requirements for permits and
environmental assessments may require increasingly substantial investments in mitigation measures, leading to
higher costs and potential operational constraints. The need to adopt low-carbon technologies or solutions with
reduced environmental impact also represents a risk, as it requires complex, long-term investment efforts.
Moreover, restrictions on extraction volumes may cause disruptions in supply continuity and local supply chains.
Water scarcity or changing water availability—whether due to climate change, cost factors or pollution—may also
create additional risks for extractive and production activities.
Autumn Gentian
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At the same time, the analysis allowed the identification of several opportunities. These include improved access
to green financing through the development of low-carbon products and environmental initiatives centred on
climate and nature. Further opportunities arise from strengthening the social licence to operate through initiatives
dedicated to nature protection, biodiversity and circular economy, which also enhance stakeholder trust. Finally,
the adoption of new environmental monitoring technologies can help reduce costs and risks, improve
environmental management, and strengthen stakeholder relationships.
For information regarding the process for identifying and assessing material impacts, risks and opportunities
related to biodiversity and ecosystems, please refer to the chapter “General Information”, sections “Impact
Materiality Assessment” and “Financial Materiality: Assessment of Risks and Opportunities”.
E4-2 – Biodiversity and Ecosystems Policy
MDR-P – Policy Description for ESRS E4-2
1. Objective of the Policy
The Group Biodiversity & Nature Protection Policy, which will be approved by the Group within March 2026,
establishes Cementir’s commitment to safeguarding, conserving, and restoring biodiversity across all extraction
sites. It recognizes that quarrying activities can significantly influence local ecosystems and positions the Group
as a temporary steward of the land, responsible for protecting nature throughout the lifecycle of its operations.
The Policy defines a structured and sciencebased approach to biodiversity management aligned with TNFD and
SBTN principles.
2. Scope
The Policy applies to all extraction sites owned or directly managed by Cementir Group companies and forms an
integral component of each operating company’s Environmental Management System.
3. Key Commitments
The Policy includes the following biodiversity-related commitments aligned with ESRS E4-2:
• Science-based nature stewardship: Integration of TNFD and SBTN methodologies to guide decision-making and
biodiversity management throughout the operational lifecycle.
• Application of the mitigation hierarchy: Prioritizing avoidance, then minimization of impacts, followed by
rehabilitation or ecological restoration to enhance long-term ecosystem resilience.
• Protection of sensitive ecosystems: No development of new extraction projects in UNESCO World Heritage Sites
or IUCN Category Ia–Ib protected areas; application of strict mitigation for operations near IUCN Category II and
IV protected areas.
• Monitoring and assessment of ecosystems: Annual monitoring of priority species, key habitats, and ecological
indicators to evaluate conservation status and identify trends.
• Biodiversity Management Plans: Development and implementation of site-specific Biodiversity Management
Plans (BMPs) and associated Rehabilitation Plans for sites in areas of high biodiversity value.
• Governance and accountability: Clear organizational roles, including HSE oversight and site-level Biodiversity
Focal Points responsible for coordinating local activities.
• Stakeholder engagement: Collaboration with scientific institutions, NGOs, communities, and regulators to
promote conservation initiatives and share knowledge4. Alignment with ESRS E4 Requirements.
4. Alignment with ESRS E4 Requirements
The Policy covers all dimensions required by ESRS E4 2, including:
• protection and restoration of biodiversity
• management of ecosystem impacts and dependencies
• protection of sensitive areas
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• monitoring framework
• stakeholder engagement
• biodiversity-related governance structure
MDR-A – Action Description for ESRS E4-2
1. Science-Based Biodiversity Management Actions
The Group has adopted a science-based operational model aligned with TNFD and SBTN, embedding nature
considerations in all phases of quarry lifecycle management. Actions include ecological assessments, biodiversity
baselining, and the application of the mitigation hierarchy at decision-making points.
2. Protected Areas Actions
• The Group prohibits new extraction projects in UNESCO World Heritage Sites and IUCN Category Ia–Ib areas.
• For areas where activities are legally permissible (e.g., IUCN Category II and IV), the Group implements
structured mitigation measures to minimize impacts and manage ecological pressures.
E4-3 – Actions and resources related to biodiversity and ecosystems
The Group Biodiversity Policy is complemented by specific guidelines that, in addition to defining the operational
and organisational aspects in this area, set out the criteria for assessing the net impact, which are useful for
identifying the reference baselines when updating the risk management process and defining actions.
The action programmes identified, starting from the key sites, cover the following areas.
• Implementation of the Rehabilitation Plan (RP) at all extraction sites.
• Implementation of the Biodiversity Management Plan (BMP) integrated with the RP, starting from the monitoring
activities.
• Implementation of the identified mitigation measures.
• Strengthening stakeholder involvement in all phases of the RP/BMP, ensuring long-term sustainability through
partnerships, dedicated resources, and the involvement of key stakeholders.
The mitigation hierarchy, which is central to a structured approach to biodiversity management, aims to avoid
unacceptable impacts, minimise those that occur, and mitigate residual effects on local biodiversity by evaluating
reconversion/restoration or offsetting projects.
The mitigation hierarchy refers to the following behaviours:
• Avoid: Measures taken to avoid impacts from the start (including direct, indirect, and cumulative impacts), such
as careful placement of infrastructure to entirely avoid impacts on certain biodiversity components.
• Minimisation: Measures implemented to reduce the duration, intensity, and/or extent of unavoidable impacts, as
much as practically possible.
• Rehabilitation/Restoration: Actions aimed at rehabilitating or restoring ecosystems degraded by unavoidable
impacts.
• Offsetting: Measures aimed at compensating for significant residual and negative impacts that cannot be avoided,
minimised, or restored, ensuring that there is at least no net loss of biodiversity. Offsetting may involve positive
management interventions like restoring degraded habitats, halting degradation, or protecting areas facing
imminent biodiversity loss.
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At present, the Group implements minimisation, prevention, rehabilitation and restoration actions for its own
quarries. The offsetting measures, where considered, can only be implemented as the last level of action and will
be subject to strict governance and verification activities in order to ensure effective alignment with the objectives
of no net loss.
Currently, the Group is implementing BMP in key points of interest with the aim of extending them based on the
periodic risk assessment.
The BMP/RP considers various specific aspects such as:
● Current status: Some parts of the areas face challenges such as excessive growth of vegetation, also influenced
by grazing. Vegetation such as birch, blackthorn, brambles and wild rose are spreading, posing a threat to
biodiversity.
● Management actions: Efforts focus on clearing excessive vegetation, maintaining or introducing pasture, possibly
restoring open grasslands, and conserving biodiversity. Specific measures include, for example:
o establishing grazing through fencing and collaboration with livestock owners;
o eliminating and combatting invasive species;
o managing the amphibian ponds that have been created to support their wildlife.
● Monitoring: Progress will be monitored periodically and any revisions will be planned every five years.
● Progressive Rehabilitation Projects: The Group continues to progressively implement reconversion/rehabilitation
projects in the areas where the quarries are located, in parallel with the performance of its extractive activities.
● Stakeholder engagement: Periodic consultations are conducted with local communities and nature conservation
organisations to align restoration efforts with local priorities.
The financial resources allocated for the BMP/RP are subject to periodic monitoring and include both operating
expenditure (OpEx) for the daily management of the activities, and capital expenditure (CapEx) for the
management and maintenance of the assets. These funds are aligned with the Group's 2030 roadmap and
integrated into the organisation's ordinary management activities. The project conducted in 2025 affected the
entire portfolio of extraction sites. Environmental assessments were carried out on site for the 9 quarries
considered priority, supported by a budget of about EUR 90k. For 2026, the Group has planned a total CapEx
budget of about EUR 300k dedicated to quarry rehabilitation interventions and initiatives in favour of biodiversity,
habitat monitoring actions and environmental improvement projects at operational sites. These allocations
represent an initial stage of investment in biodiversity monitoring, assessment and rehabilitation activities. They
will evolve with the maturity of the methodologies and the quantification of risk, further integrating them into
investment planning.
Below are the main initiatives supported by the Group during 2025 in the prioritised areas.
Türkiye – Initiatives in Izmir
Çimentaş manages the raw material extraction sites located in Izmir, with a total authorised area of 810 hectares,
of which 128 are currently subject to operational activities.
In line with the company's strategy of protecting biodiversity and redeveloping exploited areas, rehabilitation
activities are carried out on the quarry benches where production has been completed. These interventions are
delivered through an integrated rehabilitation planning approach and include the periodic planting of native and
site-appropriate plant species, with the aim of
restoring disturbed areas and supporting local
ecosystems. The rehabilitation of the quarries
proceeds in parallel with extraction activities.
Rehabilitation in Izmir
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The restoration activities were carried out on the steps where the extraction had been completed and the
operations had reached the limits of the authorised areas. These initiatives include a campaign to plant young
trees, carried out with the participation of employees, aimed at promoting environmental awareness and
supporting land reclamation initiatives.
Due to the limited availability of surface water resources in the
Izmir region, especially during periods of drought, access to
water is a critical factor for the survival of wildlife. In this context,
and as part of the biodiversity management practices adopted,
in 2025 two water basins were constructed within the raw
material extraction areas to support the water needs of the local
fauna.
Belgium – Initiatives at Clypot, Gaurain and Barry
In 2025, CCB continued to strengthen its long-term commitment to
biodiversity at extraction sites: the depleted quarry of Gaurain, the active
quarry of Clypot, and the future quarry of Barry. Following the conclusion
of the "Life in Quarries" programme, CCB is still committed to the 15-year
post-LIFE phase, maintaining the ecological measures introduced by the
project and ensuring compliance with the derogations for protected species
granted by the Belgian authorities.
The annual reporting on biodiversity actions and monitoring indicators has
continued steadily since 2022, reflecting a structured approach to habitat protection. In Barry, activities aimed at
increasing the ecological value of peripheral areas continued. Permanent ponds and buffer zones, initiated in
previous years, have continued to develop naturally, favouring species typical of wetlands and contributing to
more resilient water management during heavy rainfall events.
At Clypot, conservation measures for the sand martin are a priority. The
dedicated nesting wall, built in 2024, was continuously monitored in 2025
to ensure stable breeding conditions and mitigate erosion risks that have
historically threatened natural embankments. The pond created at the
foot of the structure has further improved the quality of the habitat to
support the species.
CCB's initiatives remained fully aligned with the Group's biodiversity
strategies, which promote the integration of ecological aspects into quarry
management, consistency with European and international biodiversity
regulatory frameworks, and continuous improvement guided by the Group's guidelines and TNFD-related
workflows. These interventions consolidate CCB's role as an actor committed to ecological protection and
responsible redevelopment of the territory at its operating sites.
Sand martin
Rehabilitation in
Izmir
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Denmark – Initiatives in Aalborg
Aalborg Portland remains one of the largest industrial companies in
Denmark and manages a total area of 1,200 hectares in the territory of
Rørdal. Of these, 190 hectares are dedicated to the cement works and
the active gypsum quarry, while the remaining 1,010 hectares include
lakes, wooded areas, meadows, salt flats, uncultivated land and
agricultural areas/environments of high ecological value, characterised
by a rich plant and wildlife biodiversity.
The mining permit for the Rørdal Chalk Pit reflects not only the scale of
investments needed for extraction and production but also integrates
stringent conditions relating to the rehabilitation of quarry areas. Although mining activities have impacts on the
surrounding environment, these effects are mitigated through a structured Rehabilitation Plan consistent with
conservation standards. The plan is designed to be implemented in parallel with the mining activities, ensuring a
continuous path of restoration and redevelopment while operations continue. The long-term vision is to transform
the area into a recreational space of high landscape quality, intended for leisure and sport, characterised by
gypsum walls, green hills and shaped terraces. Rehabilitation activities are already underway in selected areas,
maintaining adequate safety distances from operational activities.
In 2025, the quarry extension was integrated into the update of the Regional Mining Plan of the Region of Northern
Denmark, thus ensuring the availability of raw materials in the long term and including advanced rehabilitation
measures in future interventions. As part of the decision-making process, the local community was actively
involved in collecting visions and proposals related to the future recreational area, through workshops organised
both in 2024 and during 2025.
The approach taken demonstrates that industrial activities and environmental protection can coexist through
advanced planning, responsible impact management and structured stakeholder involvement. In particular, the
absence or minimisation of impacts is verified by: (i) periodic monitoring of sensitive species and habitats; (ii)
control of environmental parameters (dust, noise, water); (iii) internal environmental audits; (iv) comparison with
baseline from EIA. The approach is geared towards hierarchical mitigation (avoid-minimise-reset-compensate),
with documentary evidence of the measures taken.
Metrics and targets
E4-4 – Targets related to biodiversity and ecosystems
The Group's short-term objectives, linked to the biodiversity metrics, concern:
● Fully implement the biodiversity governance system that has identified specific roles, responsibilities and
implementation timelines for the actions.
● Monitor key parameters that influence biodiversity starting from prioritised areas. Activities include, depending on
the context, censuses of critical species, analysis of habitat conditions, and use of standardised biodiversity
indicators to ensure consistency and comparability of data.
● Calculate the BV for the purpose of assessing the Net Impact for the species/habitats of the prioritised areas so
that a science-based path can be defined in the identification of medium- to long-term objectives on a defined
baseline.
● Implement quarry rehabilitation plans, which currently cover 100% of the Group's extraction sites, in order to
integrate specific actions on biodiversity.
It has to be noted that the actual targets defined are only related to monitoring and implement the current action
plans for quarries rehabilitation.
Gypsum quarry in Aalborg
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E4-5 – Impact metrics related to biodiversity and ecosystems change
As outlined in ESRS E4.16 i., ii., iii., the analysis performed aimed at assessing the current ecological status of
the different areas where Cementir Group’s sites are located.
For further information, please refer to section ESRS 2 SBM 3 – Material impacts, risks, opportunities, and their
interaction with the strategy and business model.
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E5 - RESOURCE USE AND CIRCULAR ECONOMY
Impact, risk and opportunity management
ESRS 2 IRO-1 – Description of the processes to identify and assess material resource use and circular
economy-related impacts, risks and opportunities
For information regarding the process to identify and assess material resource use and circular economy-related
impacts, risks and opportunities, please refer to Chapter “General Information”, sections “Impact materiality
assessment” and “Financial materiality: risks and opportunities assessment”.
E5-1 Policies related to resource use and circular economy
To manage the related impacts, risks and opportunities related to the use of resources and the circular economy,
Cementir refers to its Environmental Policy (in particular in the area relating to Climate Change/ Fuels and
alternative raw materials and Product Innovation, and waste management), which is applicable to all operational
activities carried out within the Group. Each operating company is responsible for the implementation of the Group
directives and guidelines, as an essential part of its own EMS.
The Group aims to increase the use of alternative fuels, including low-carbon fuels such as biomass, while
adopting a co-processing and reuse approach for waste.
To minimise the use of non-renewable resources, the Group is committed to using decarbonised and alternative
raw materials. This includes a progressive reduction in the use of virgin resources and, at the same time, a
corresponding increase in the use of secondary resources such as, for example, materials deriving from
demolition activities.
In terms of waste management, the Group focuses on treatment activities in order to convert waste into fuel to
be re-used. Minimising the production of hazardous waste as well as increasing recycling/reuse are key elements
in the circular approach.
E5-2 Actions and resources related to resource use and circular economy
With regard to water recovery/reuse activities, please refer to the chapter “E3 Water and marine resources”.
During 2025, in line with the 2030 roadmap, the rate of use of alternative fuels, including waste and biomass,
was increased.
Co-processing of waste in cement kilns is an environmentally established option, as well as an effective solution
for materials that are at the end of their useful life. In this way, not only is the energy content of the waste
recovered, but its mineral content is also recycled to produce high-value products. Co-processing involves a
reduction in the use of raw materials and the consumption of fossil fuels, making it possible to contribute to the
reduction of greenhouse gas emissions. Waste co-processing also makes it possible to prevent plastic pollution
in the environment and to avoid environmentally unsustainable options such as, for example, landfill disposal. In
general, co-processing represents an effective solution for waste management not only in terms of disposal but
also of storage.
The Group operates an industrial and municipal waste treatment plant (Sureko in Türkiye), which produces
derived fuels for use within the Izmir cement plant. The use of municipal waste as an alternative fuel in cement
plants is of fundamental importance as it contributes to the sustainable disposal of waste and to reducing the
negative effects of greenhouse gases. For example, the storage of such waste causes the release of methane,
a greenhouse gas with a climate-changing potential 80/85 times greater than carbon dioxide over 20 years.
The financial resources allocated to waste monitoring and reporting activities are subject to periodic monitoring
and include both operational expenses (OpEx) for the daily management of activities and capital expenditures
(CapEx) for the management and maintenance of assets. These funds are aligned with the Group's 2030
roadmap and integrated into the organisation's ordinary management activities
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Metrics and targets
E5-3 Targets related to resource use and circular economy
At the moment, the Group has targets related circular economy approach referring to resource use and in
particular alternative fuels (please refer to Chapter E1 Climate Change, section E1-5 Energy consumption and
mix).
The previously defined processes have been integrated into the mission of the Technical Department and into
the related job description; this department is responsible for ensuring compliance with the Group's Environmental
Policy.
The Group constantly monitors waste production generated by its activities and adopts waste management
solutions that allow recycling and/or reusing based on an environmental circular approach, but no target has been
yet implemented.
For further details on this aspect, please refer to sections “E5-2 Actions and resources related to resource use
and circular economy” and “E5-5 Resource outflows”. For details related to targets please refer to E1 - Cementir
roadmap for 2030 - Our 2030 commitment in numbers in this Annual Report 2025.
E5-4 Resource inflows
Materials used in resource inflows
Unit of
measurement
Quantity
2023
2024
2025
Overall total weight of products and technical and biological
materials used during the reporting period
17
tonnes
24,096,799
24,683,056
24,769,840
Percentage of biological materials (and biofuels used for
non-energy purposes) used to manufacture the undertaking’s
products and services (including packaging) that is sustainably
sourced, with the information on the certification scheme used
and on the application of the cascading principle.
%
0%
0%
0%
Cement
Weight, in absolute value, of secondary reused or recycled
components, secondary intermediary products and secondary
materials used to manufacture the undertaking’s products and
services (including packaging)
tonnes
1,752,381
1,711,578
1,709,994
Weight, in percentage, of secondary reused or recycled
components, secondary intermediary products and secondary
materials used to manufacture the undertaking’s products and
services (including packaging)
%
12%
12%
11%
Ready Mix
Concrete
Weight, in absolute value, of secondary reused or recycled
components, secondary intermediary products and secondary
materials used to manufacture the undertaking’s products and
services (including packaging)
tonnes
72,989
72,218
79,851
Weight, in percentage, of secondary reused or recycled
components, secondary intermediary products and secondary
materials used to manufacture the undertaking’s products and
services (including packaging)
%
1%
1%
1%
The data reported in the table have been calculated using a mass balance determined by mass measurement
devices.
Alternative raw materials
Cement production requires large quantities of natural raw materials, such as limestone, clay and gypsum,
extracted from natural quarries using various methods. These are initially mixed to produce the meal from which
the clinker is made and subsequently added to the clinker and milled to obtain different types of cement.
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The Group is particularly focused on the environmental aspects associated with its operations, with the aim of
limiting their impact on ecosystems and on the areas concerned. In this sense, it continues its commitment to
reducing the use of non-renewable raw materials, promoting the use of alternative raw materials, so called
because they do not originate from quarries but from other production processes.
In 2025, the cement production plants of the Cementir Group used a total of about 15.2 million tonnes of materials
to produce cement, and the percentage of alternative raw materials was 11.2%.
Raw materials used for cement production
Unit of
measurement
2023
2024
2025
Non-renewable raw materials
t
12,945,259
13,014,088
13,510,640
Renewable raw materials
t
1,752,381
1,711,577
1,709,995
Total
t
14,697,640
14,725,665
15,220,635
Renewable raw materials as a percentage of total raw materials used
%
12%
12%
11%
In 2025, Cementir Group plants for all the other activities different from cement production used a total of 9.5
million tonnes of raw materials, mainly in the ready-mixed business where there is high usage of sand, stone,
and cement.
The use of renewable raw materials amounts to approximately 80,000, which represents only 0.84%.
Non-renewable raw materials used in cement production
Unit of
measurement
2023
2024
2025
Limestone
t
10,054,479
10,050,688
10,604,314
Clay
t
993,046
980,919
899,331
Gypsum
t
415,316
406,257
434,609
Marna
t
535,594
611,016
517,138
Sand
t
469,806
433,632
469,776
Pozzolana
t
156,034
190,542
257,089
Admixtures
t
10,757
9,710
9,633
Calcium fluoride
t
52,060
70,145
58,231
Bauxite
t
12,791
19,059
8,884
Iron Ore
t
148,079
144,515
145,002
Other materials
t
97,297
97,605
106,634
Total
t
12,945,259
13,014,088
13,510,640
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Renewable materials used in Cement production
Unit of
measurement
2023
2024
2025
Fly ash
t
548,837
539,339
561,263
FGD gypsum
t
67,381
54,858
61,374
Iron oxide
t
37,518
79,391
88,790
Blast-furnace slag
t
296,153
327,546
304,932
Recovered limestone
t
180,325
169,763
202,909
Excavated waste soil (clay)
t
418,658
314,577
299,426
Other materials
t
203,509
226,103
191,302
Total
t
1,752,381
1,711,577
1,709,995
Raw materials used in production for others product
Unit of
measurement
2023
2024
2025
Non-renewable raw materials
t
9,326,170
9,885,170
9,469,354
Renewable raw materials
t
72,989
72,217
79,851
Total
t
9,399,159
9,957,387
9,549,205
Renewable raw materials as a percentage of total raw
materials used
%
0.78%
0.73%
0.84%
Non-renewable raw materials used in
production for others product
Unit of
measurement
2023
2024
2025
Sand
t
2,505,524
2,426,220
2,341,858
Admixtures
t
131,593
15,102
16,305
Auxiliaries
t
11
8
8
Cement
t
1,294,786
1,448,189
1,380,542
Stones
t
5,386,372
5,971,301
5,723,614
Clay
t
394
6
51
Steel fibre
t
7,125
6,136
6,657
Basalt fibre
t
22
197
201
Plastic macrofibre
t
214
30
54
Colour pigment
t
129
76
65
Other materials
t
-
17,905
-
Total
t
9,326,170
9,885,170
9,469,354
Renewable materials used in production for
others product
Unit of
measurement
2023
2024
2025
Fly ash
t
63,356
54,836
47,211
Microsilica
t
6,691
6,696
6,536
Blast-furnace slag
t
2,942
10,685
26,103
Total
t
72,989
72,217
79,851
E5-5 Resource outflows
An integrated waste management solution
The Group has continued to adopt waste management solutions
that promote recycling/reuse according to an approach of
environmental and economic circularity. For example, the increased
use of raw materials and alternative fuels (e.g. Refuse Derived Fuel
– RDF) in cement production is one of the key factors in reducing
the overall environmental footprint. An example of this is the
integration between the Izmir cement plant and the Sureko waste
treatment site in Türkiye. During 2025, some types of waste
produced in Izmir (407 tonnes) were sent to Sureko for treatment.
Together with the other waste collected in the region, Sureko has
provided for their treatment and the production of RDF, which is
used in the same cement plant in Izmir as an alternative fuel. In 2025, Sureko supplied Izmir with a total of 13,289
tonnes of RDF.
Waste treatment plant - Sureko
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In cement production, where possible, the reuse of clinker kiln dust within the production cycle is maximised,
minimising landfill disposal.
In the production of ready-mixed concrete, even when favoured by local regulations, some cement-based
demolition waste is reused as a substitute for natural aggregates for new preparations.
In cement plants, the internal production of waste derives mainly from the periodic maintenance activities of
machinery and equipment (e.g. used oils and metal scrap), as well as from the activities of warehouses and
offices. Waste is properly separated and managed according to its classification, in accordance with local
regulations.
In 2025, 99.7% of the waste produced was classified as non-hazardous. 94% of the hazardous waste generated
was sent for recovery and recycling operations (for example, electrical and electronic waste for the recovery of
metals, waste used for the production of RDF). Overall, 63% of the total waste produced was allocated to these
activities.
No fines and/or penalties relating to waste management were received during the year.
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Waste produced
Unit
of
measurement
2023
2024
2025
Total waste produced
t
367,203
347,955
342,013
Waste not intended for disposal
t
235,930
206,460
216,083
Hazardous waste
t
894
1,236
829
of which:
preparation for reuse
recycling
765
1,052
553
other recovery operations
129
184
276
Non-hazardous waste
t
235,036
205,224
215,254
of which:
preparation for reuse
recycling
234,464
204,906
214,437
other recovery operations
572
318
816
Waste intended for disposal
t
131,273
141,495
125,931
Hazardous waste
t
75
189
56
of which:
incineration
56
170
0
landfill disposal
17
19
15
other disposal operations
1
0
41
Non-hazardous waste
t
131,198
141,307
125,875
of which:
incineration
73
356
47
landfill disposal
110,046
129,662
118,625
other disposal operations
21,079
11,289
7,202
Total amount of waste not recycled
t
131,273
141,495
125,931
Percentage of non-recycled waste out of total
%
35.7
40.7
36.8
The values reported in the table derive from the measurements of the quantities reported in the waste registers
of each site.
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EU TAXONOMY
The EU Taxonomy was introduced by Regulation EU/2020/852 (also known as the “EU Taxonomy Regulation”)
as part of the European Commission's action plan to redirect capital flows towards a more sustainable economic
system. The Taxonomy is a classification system for establishing which economic activities can be considered
environmentally sustainable. The purpose of this Regulation is to protect private investors from greenwashing
while simultaneously assisting companies in understanding what types of investments are required to make their
business activities sustainable from an environmental standpoint.
The six environmental objectives to which economic activities can potentially contribute as Taxonomy-eligible
activities are:
1) Climate Change Mitigation;
2) Climate Change Adaptation;
3) Sustainable Use of Water and Marine Resources;
4) Transition to a Circular Economy;
5) Pollution Prevention and Control;
6) Protection and Restoration of Biodiversity and Ecosystems.
To be classified as Taxonomy-aligned, and therefore environmentally sustainable, eligible activities must:
• contribute substantially to the achievement of at least one of the six environmental objectives mentioned
above;
• do no significant harm (DNSH) to any of the other environmental objectives;
• comply with the minimum safeguards criteria pertaining to Human and Labour Rights, bribery, taxation,
and fair competition.
In its approach to Taxonomy, the Group identifies and evaluates the relevant economic activities for the purpose
of contributing to the EU's environmental objectives, verifying their eligibility and alignment with the technical
criteria, the "Do No Significant Harm" (DNSH) requirements and compliance with minimum social safeguards.
The process involves the mapping of activities, the analysis of the relative financial exposure and the
measurement of the required indicators (revenues, CapEx and OpEx), in line with the current regulatory
framework.
In 2025, the European Commission introduced targeted changes to the Taxonomy, applicable to the 2025
reporting periods with the possibility of deferred adoption until 2026, with the aim of reducing administrative
burdens and increasing the usability of data. These changes include a significant simplification of reporting
models, with a reduction in the information points required (for example from 78 to 28 in the tables on economic
activities), and the introduction of new materiality thresholds: activities representing less than 10% of revenues,
CapEx or OpEx can be reported as non-material.
Starting from the 2026 reporting cycle, the Group will also adopt the simplified templates, provided for by the
update package published in July 2025, which aims to make Taxonomy reporting more agile and consistent, also
through the introduction of KPI simplification options and relevance thresholds aimed at improving the quality of
information and their comparability. Therefore, it is specified that for fiscal year 2025, the Group has decided to
continue adopting the previous reporting methods
In a constantly evolving regulatory framework, the Group will continue to monitor developments in the EU
Taxonomy, including potential extensions towards a social and governance taxonomy, while ensuring full
compliance with CSRD obligations and the progressive integration of new regulations into its reporting systems.
This approach ensures reliable, transparent reporting that is fully aligned with the objectives of European
sustainable finance.
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Assessment of eligibility
In continuity with the activities performed in the previous years, in 2025, Cementir conducted the eligibility
assessment by associating the Group’s economic activities with the descriptions of the eligible activities provided
by the Taxonomy Delegated Acts and used the activity codes of the Statistical Classification of Economic
Activities in the European Community (NACE codes) as a guide. During this phase, only the inclusion of the
Group’s economic activities among those listed by the delegated acts has been gauged, irrespectively of whether
such activities were suitable to meet any of the technical screening criteria established by the Regulation. From
this analysis, the Cementir Group identified the following eligible economic activities:
Table 1: Eligible activities
Activities
Description
Climate
Change
Mitigatio
n
Climate
Change
Adaptatio
n
Sustainable
use and
protection of
water and
marine
resources
2.1 Water supply
Construction, extension, operation and renewal
of water collection, treatment and supply
systems intended for human consumption
based on the abstraction of natural resources of
water from surface or groundwater sources.
x
3.7. Manufacture of
cement
Manufacture of cement clinker, cement or
alternative binder.
x
x
4.25 Production of
heat/cool using waste
heat
Construction and operation of facilities that
produce heat/cool using waste heat.
x
x
5.5. Collection and
transport of non-
hazardous waste in
source-separated
fractions
Separate collection and transport of non-
hazardous waste in single or comingled
fractions aimed at preparing for reuse or
recycling.
x
x
5.9 Material recovery
from non-hazardous
waste
Construction and operation of facilities for the
sorting and processing of separately collected
non-hazardous waste streams into secondary
raw materials involving mechanical
reprocessing, except for backfilling purposes.
x
x
The identified eligible activities are equivalent to the ones identified for fiscal year 2024.
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Lastly, it should be emphasised that the economic activities that have not been identified as Taxonomy-eligible
are simply not included in the EU Taxonomy Regulation at present and, therefore, do not constitute any form of
non-compliance. This is the case for the production of white cement, ready-mixed concrete, aggregates, and
concrete products, activities which are not yet included in the Delegated Acts of the EU Taxonomy Regulation
and represent 63.28% of Cementir Group’s 2025 total turnover.
Please find in the table reported in the next page the list of the Group’s legal entities linked to each eligible
economic activity identified:
Table 2: Group’s legal entities – eligibility
Activity 2.1 Water supply
Compagnie des Ciments Belges S.A.
Recovery and drinking water treatment of water removed during
the exploitation of our quarry of limestone in Clypot (Belgium)
Activity 3.7 Manufacture of cement
Çimentaş A.S.
Production of grey cement only with its plants located in Izmir and
Trakya
Kars Cimento AS
Production of only grey cement (valid until 01/12/25) footpage
Elazığ Cimento
Production of grey cement only
Aalborg Portland A/S
Production of grey cement and white cement. Only the grey
cement portion will be considered in the analysis.
Compagnie des Ciments Belges S.A.
Production of grey cement, ready-mixed concrete and
aggregates.
Only the grey cement portion will be considered in the analysis.
Aalborg Islandi
Does not produce grey cement, but resells grey cement
purchased intra-group.
CCB France
Does not produce grey cement, but resells grey cement
purchased intra-group.
Spartan Hive
Does not produce grey cement, but resells grey cement
purchased intra-group.
Activity 4.25 Production of heat/cool using waste heat
Aalborg Portland A/S
Recovery of waste heat used for district heating in the area
surrounding the plant.
Activity 5.5. Collection and transport of non-hazardous waste in source-separated fractions
Sureko SA
Collecting and transporting hazardous and non-hazardous waste.
Activity 5.9 Material recovery from non-hazardous waste
Director’s Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 239
Sureko SA
Recycling materials produced (ferrous materials, aluminium etc.)
and recovery fuels (RDF/SRF)
Alignment Assessment
As anticipated, for its 2025 non-financial disclosure, Cementir Group is required to conduct the alignment analysis
for the identified eligible activities to the objectives of climate change mitigation and climate change adaptation.
However, the Group has also conducted the alignment analysis for activity 2.1. Water supply, eligible for the
objective of sustainable use of water and marine resources.
As a result of the alignment analysis, Cementir Group identified Taxonomy-aligned economic activities for three
legal entities:
● Çimentaş A.S. limited to the operations taking place in Trakya’s plant for activity 3.7. Manufacture of cement
(CCA)
● Compagnie des Ciments Belges S.A. for activity 3.7. Manufacture of cement, limited to the grey cement
segment (CCA);
● Aalborg Portland A/S for activity 3.7. Manufacture of cement limited to the grey cement portion and to activity
4.25. Production of heat/cool using waste heat. (CCM)
For these activities, Cementir Group has been able to meet all the respective technical screening criteria detailed
in the Delegated Acts of the EU Taxonomy Regulation.
In relation to activity 2.1. Water Supply, it should be considered as an individual measure enabling the target
activity to become low-carbon or to lead to greenhouse gas reductions. The alignment assessment resulted in
partial compliance due to the non-applicability of several of the technical screening criteria. Awaiting to witness
the application of such criteria on a broader scale and the possibility to conduct deeper research on the subject,
activity 2.1. Water Supply is not considered aligned in light of the present disclosure. With special regard to
activity 3.7. Manufacture of cement, the Group’s core business, alignment was found to be limited to three legal
entities because of the ambitious emissions thresholds set out by the criteria of Substantial Contribution to
Climate Change Mitigation and of Do Not Significant Harm to Climate Change Mitigation. In particular, for the
year 2025, the Aalborg Portland A/S plant complied with the thresholds required for the substantial contribution
to climate change mitigation, while the plants of Compagnie des Ciments Belges S.A. and Çimentaş A.S. – Trakya
align with the climate change adaptation objective, thus meeting the emission limitations established under the
Do No Significant Harm (DNSH) criterion for climate change mitigation.
However, as will be explained later, the Group has developed an investment plan that will enable the reduction
of greenhouse gas emissions at several other plants in the coming years.
Compared to 2024, it is noted that the Aalborg Portland A/S plant has fallen within the emission limits required
by the mitigation objective; therefore, the Group has decided to direct its alignment toward this objective.
Furthermore, it is highlighted that the cement production of the Belgian legal entity, Compagnies des Ciments
Belges S.A., has reached the emission thresholds established under the climate change adaptation objective,
thereby falling within the alignment percentages following the introduction of the new kiln 4 now operating in
Belgium.
During the reporting period, the economic activity Manufacture of cement was reclassified from the environmental
objective Climate Change Adaptation (CCA), under which it was reported in the prior year, to Climate Change
Mitigation (CCM). This change is driven by the clarification provided in the FAQ published in 2025 (FAQ
C/2025/1373), as well as by a reassessment concluding that activity 3.7 under CCA does not qualify as an
enabling activity. As a result, the activity is no longer considered eligible under the adaptation objective.
Following this clarification, the activity was assessed against the technical screening criteria for CCM, which it
meets, as well as the applicable Do No Significant Harm (DNSH) criteria and Minimum Safeguards. The
reclassification affects the presentation of aligned turnover, CapEx and OpEx, which are now reported under the
mitigation objective. To ensure comparability and avoid misleading information, prior-year figures have been
Director’s Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 240
restated in the tables, reflecting the revised classification basis. This enhanced disclosure is intended to provide
transparency on the rationale for the change and its impact on the Taxonomy alignment assessment.
Starting from 2024, the Group started a major revamping of Kiln 4 at the plant in Belgium, with the aim of
significantly increasing the use of alternative fuels in production processes. The technological update has made
it possible to improve the efficiency of the kiln, reducing dependence on fossil fuels and thus contributing to the
progressive reversal of the trend in the consumption of conventional energy sources. Thanks to these
interventions, already in 2025 the plant recorded a reduction in CO₂ emissions associated with combustion,
representing a concrete step in the Group's decarbonisation path and in achieving the environmental targets
defined at company and European level.
Despite it represent a residual part of Cementir Group’s business activities, the production of heat recovered from
Aalborg’s Klin operations has been assessed as aligned with the EU Taxonomy as it is conducted by respecting
all technical screening criteria.
As for the 2025 year, activities 5.5. Collection and transport of non-hazardous waste in source separated fractions
and 5.9. Material recovery from non-hazardous waste could not be considered Taxonomy-aligned due to the non-
compliance with the criteria of Substantial Contribution to Climate Change Adaptation and of Do Not Significant
Harm to Climate Change Adaptation. In fact, while an assessment of the physical climate risks has been
conducted for the Group’s cement producing facilities, for the moment such analysis has not been extended to
legal entities conducting waste management activities. Based on the gaps identified in our analysis, it was
deemed reasoned to assign the percentage of eligibility of these activities to the objective of Climate Change
Adaptation.
Substantial Contribution and Do No Significant Harm (DNSH)
As required, all identified eligible economic activities were screened to assess the compliance with the Substantial
Contribution criteria and the Do No Significant Harm criteria. The analysis allowed to distinguish between eligible-
not aligned activities and eligible-aligned activities. We hereby report the assessment results of the eligible-
aligned activities.
Activity 3.7 Manufacture of cement (Aalborg Portland A/S, Çimentaş A.S. – Trakya, Compagnie des
Ciments Belges S.A)
Requirements
Elements of compliance
Substantial contribution to climate
change adaptation
For the cement production plants of Compagnie des Ciments Belges S.A. and
Çimentaş A.S. – Trakya, Cementir Holding N.V. carried out a physical climate
risk assessment in accordance with the provisions of the EU Taxonomy
Regulation. As a result, appropriate adaptation solutions were assessed and
implemented for the risks identified.
Substantial contribution to climate
change mitigation
At the Aalborg Portland A/S plant, greenhouse gas emissions from the grey
clinker production process are lower than 0.722 tCO₂ per tonne of clinker
produced.
Do No Significant Harm (DNSH) –
Climate change mitigation
For Compagnie des Ciments Belges S.A. and Çimentaş A.S. – Trakya,
greenhouse gas emissions from the grey clinker production process are lower
than 0.816 tCO₂ per tonne of clinker produced.
DNSH – Climate change
adaptation
For the Aalborg Portland A/S plant, Cementir Holding N.V. carried out a
physical climate risk assessment in accordance with the provisions of the EU
Taxonomy Regulation. As a result, appropriate adaptation solutions were
assessed and implemented for the risks identified.
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Requirements
Elements of compliance
DNSH – Sustainable use and
protection of water and marine
resources
Environmental degradation risks relating to water quality preservation and the
need to avoid water stress have been identified and addressed, and a
corresponding water use and protection management plan has been
developed. For Aalborg Portland A/S and Compagnie des Ciments Belges
S.A., Environmental Impact Assessments (EIAs) were carried out in
accordance with the latest European Directives. For Çimentaş A.S. – Trakya,
the EIA was performed in compliance with local regulations and equivalent
standards.
DNSH – Pollution prevention and
control
Neither activity results in the production, placing on the market or use of
substances included in Appendix C of Annex I of the Climate Delegated Act.
Moreover, emissions from all three plants comply with BAT-AEL ranges, and
no significant cross-media effects have occurred. Measures are therefore in
place to ensure the safe management of waste in cement production,
particularly when hazardous waste is used as an alternative fuel.
DNSH – Protection and restoration
of biodiversity and ecosystems
For Aalborg Portland A/S and Compagnie des Ciments Belges S.A.,
Environmental Impact Assessments were performed in accordance with the
latest European Directives. For Çimentaş A.S. – Trakya, the EIAs were
conducted in compliance with local regulations and standards equivalent to
European requirements.
4.25 Production of heating/cooling using waste heat (Aalborg Portland A/S)
Requirements
Elements of compliance
Substantial contribution to climate
change mitigation
The activity produces heat or cool from waste heat.
Do no significant harm to climate
change adaptation
For all its cement production facilities Cementir Holding N.V. conducted
a physical climate risk assessment in line with the provisions of the
Taxonomy Regulation. In accordance, the appropriate adaptation
solutions for the identified risks have been assessed and implemented.
Since the activity under examination was conducted within the Aalborg
Portland A/S plant, the assessment was deemed sufficient.
Do no significant harm to the
transition to a circular economy
The activity uses equipment and components of high durability and
recyclability and that are easy to dismantle and refurbish.
Do no significant harm to pollution
prevention and control
The pumps and equipment of the Aalborg Portland A/S plant comply
with the top-class requirements of the energy label.
Do no significant harm to the
protection and restoration of
biodiversity
The Environmental Impact Assessment for Aalborg Plant A/S was
carried out in accordance with the most up to date European
Directives.
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It is worth noticing that the compliance with the criteria for both Substantial Contribution and Do No Significant
Harm for the objective of Climate Change Adaptation across all the identified taxonomy-aligned economic
activities is the outcome of the Physical Climate Risk Assessment conducted by the Group. The risks associated
with 7 climate change hazards (namely water stress, floods, heat waves, cold waves, hurricanes, wildfires and
sea level rise) have been analysed based on a medium- and long-term scenario-analysis on the geographical
locations in which Cementir Group owns cement production facilities. Such analysis allowed the Group to
determine which of these risks need to be considered material and what kind of adaptation solutions need to be
implemented to prevent negative effects in sensitive geographical areas. In particular, the assessment was based
on 3 different climate scenarios (High Climate Change Scenario RCP8.5, Moderate Climate Change Scenario
RCP4.5, Low Climate Change Scenario RCP2.6), using 2020 as the baseline and projecting the respective
effects at 2030 and 2050. For more information regarding the analysis, please refer to the paragraph "Main risks
to which the group is exposed" of this 2025 Annual Report.
With regard to the Do No Significant Harm criteria to the objective of Climate Change Mitigation in relation to
activity 3.7 Manufacture of cement, the Climate Delegated Act defines thresholds of greenhouse gas emissions
for unit of grey cement and clinker produced which the producing plants must not surpass in order to meet the
criteria for alignment. According to the Climate Delegated Act, the amount of GHG emissions considered needs
to be calculated by adopting the methodologies detailed by regulation EU/2019/331, used for determining the
allocation of emission allowances in the context of the European Union Emissions Trading System (EU ETS).
Accordingly, Cementir Group assessed the emissions of all its plants producing grey cement against the emission
thresholds defined by the EU Taxonomy Regulations for both the production of grey cement and clinker. While
the amount of emissions per tonne of grey cement produced currently exceeds the threshold for all existing plants,
emissions per tonne of clinker produced are below the threshold set for the plants of Aalborg Portland A/S. In the
context of the Group’s 2030 Roadmap, described in the paragraph “Cementir Roadmap for 2030 ,Cementir
Holding N.V. has identified a series of investments aimed at the progressive reduction of emissions associated
with cement production activities, by resorting both to incremental efficiency-oriented interventions and to
disruptive technologies capable of significantly improving the environmental performance of the Group’s cement
production plants. According to such investment plan, most of the Group’s plants producing grey cement and
clinker will reduce emissions below the thresholds defined within the EU Taxonomy Regulation by the year 2030,
thus allowing other Cementir’s grey cement production plants to reach alignment (in case all other technical
screening criteria will still be met by these plants).
Minimum Safeguards
Compliance with the minimum safeguard criteria was assessed based directly on Art. 18 of the Regulation
852/2020 and on “Final Report on Minimum Safeguards” published in October 2022 by the Platform on
Sustainable Finance (PSF), the advisory body constituted by the European Commission to coordinate the
development and the implementation of the EU Taxonomy Regulation. The analysis focused on whether
Cementir Group respects the OECD Guidelines for Multinational Enterprises (OECD MNE Guidelines) and the
UN Guiding Principles on Business and Human Rights (UNGPs), including the principles and rights set out in the
eight fundamental conventions identified in the Declaration of the International Labour Organization on
Fundamental Principles and Rights at Work and The International Bill of Human Rights.
The Group’s assessment was carried out with reference to the four areas required by the Minimum Safeguards
(human rights, anticorruption, taxation and fair competition), for which the Group confirms that it has not received
any court convictions. More specifically, the Group assessed its compliance by reviewing the policies, procedures
and control measures in place in each of these four areas, as summarised below:
● Human Rights: Cementir Group annually conducts due diligence activities focused on Human Rights
by having all legal entities undergo a self-assessment survey and conducting related audits to verify the
accuracy of the information reported. Cementir operates to promote and ensure that these are respected
in all its operations and those of its suppliers.
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The Group has also defined its Human Rights Policy, which can be downloaded from the corporate website under
the section Governance/Ethics and Compliance;
● corruption and bribery: the Group adopted policies, measures, programmes and internal control
systems to ensure ethics and compliance in the fight against corruption. Relevant policies in this area
include: the Anti-bribery Policy, the Supplier code of conduct, the Code of ethics. More information can
be found in paragraph “The Code of Ethics”;
● taxation: the Group conducts its business activities in a manner that complies with tax regulations in
all the countries its operations take place, and institutes internal control procedures to guarantee
compliance with such regulations. More information can be found in the paragraph the Cementir’s
approach to taxes,
● fair competition: Cementir Holding N.V. conducts its business activities in a manner that complies with
all applicable laws focusing on fair business competition and requires its employees to complete topic-
specific training to prevent risks of occurrence.
Moreover, the Group is aware of the integration of D&I requirements within the minimum safeguards and, in
accordance with Dutch law and the New Dutch Code of Corporate Governance, it set diversity targets for a good
balance of D&I aspects in the Board and in the Senior Management. As a matter of fact, Cementir reports the
board gender diversity and during 2025 calculated the gender pay gap for the Group. More information is available
in the paragraph “Gender Pay Gap”. Lastly, the Group is not involved in the manufacture or selling of controversial
weapons.
Indicators and accounting policies
The Share of turnover, capital expenditure (CapEx), and operating expenses (OpEx) of the Cementir Group
related to the performance of eligible and aligned economic activities is reported in compliance with Article 8 of
the EU Regulation on Taxonomy and the related supporting delegated act. In compliance with the instructions
provided by the EU Taxonomy Regulation, to avoid any double counting (section 1.2.2.2. (c) of Annex I to Art. 8
of the delegated act), the activities identified as aligned have been attributed to a single environmental objective.
Furthermore, it should be noted that the 2024 data reported in the n-1 column of the templates required under
the EU Taxonomy Regulation (‘Taxonomy-aligned (A.1.) or eligible (A.2.) turnover share, Year 2024’)
Proportion of Taxonomy-eligible and Taxonomy-aligned economic activities in total turnover, CapEx
and OpEx
Year 2025
Total EUR
Proportion of
Taxonomy-
eligible economic
activities (%)
Proportion of
Taxonomy-aligned
activity (%)
Proportion of
Taxonomy-aligned
activity (%)
Substantial contribution
to climate change
adaptation (Obj 2)
Substantial
contribution to climate
change mitigation
(Obt 1)
Turnover
EUR
1,639,640,086.00
36.72%
11.87%
0%
Director’s Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 244
Operating
expenditure
(CapEx)
EUR
136,332,607.04
38.93%
14.96%
12.92%
Capital
expenditure
(OpEx)
EUR
132,030,628.93
37.54%
10.30%
19.96%
Turnover
The proportion of Taxonomy-eligible and Taxonomy-aligned economic activities in terms of total turnover has
been calculated as the part of net turnover derived from products and services associated with Taxonomy-eligible
and Taxonomy-aligned economic activities (numerator) divided by the total consolidated net turnover
(denominator).
The accounting items have been derived from the 2025 Consolidated Profit & Loss Statement of the Cementir
Group.
For legal entities considered in scope of eligibility, only revenues pertaining to the identified eligible economic
activities have been considered. As a consequence, all sales associated with activities different from those
described in Table 1 have been excluded from the calculation of the numerator for the turnover KPI.
CapEx
The proportion of Taxonomy-eligible and Taxonomy-aligned economic activities in terms of capital expenditure
is defined as Taxonomy aligned CapEx (numerator) divided by total CapEx (denominator).
Total CapEx consists of additions to tangible and intangible fixed assets during the financial year, before
depreciation, amortisation, and any re-assessments, including those resulting from revaluations and impairments,
as well as excluding changes in fair value. It includes acquisitions of tangible fixed assets (IAS 16), intangible
fixed assets (IAS 38), right-of-use assets (IFRS 16) and investment properties (IAS 40). Additions resulting from
business combinations are also included. Goodwill is not included in CapEx, as it is not defined as an intangible
asset in accordance with IAS 38.
Investments are extrapolated from Cementir’s 2025 Statutory Book. The accounting items selected from the
statutory book are tangible investments and intangible investments. The numerator consists of “CapEx related to
assets or processes that are associated with Taxonomy-eligible economic activities” (Sect. 1.1.2.2. (a) of Annex
I to Art. 8 Delegated Act), eventually of investments that are part of Cementir’s 2030 Investment Plan to allow
Taxonomy-eligible cement production activities to become Taxonomy-aligned (Sect. 1.1.2.2. (b) of Annex I to Art.
8 Delegated Act), and of individual measures enabling the target activities to become low-carbon or to lead to
greenhouse gas reductions (Sect. 1.1.2.2. (c) of Annex I to Art. 8 Delegated Act).
Since Aalborg Portland A/S produces both grey and white cement, it was necessary to use a driver to select only
the proportion of eligible CapEx that was computed based on the proportion of tonnes of grey cement produced
on total tonnes produced by the entity (76.97%).
OpEx
The proportion of Taxonomy-eligible and Taxonomy-aligned economic activities in terms of operating expenditure
is defined as Taxonomy-eligible or Taxonomy-aligned OpEx (numerator) divided by total OpEx (denominator).
This indicator is limited to non-capitalised costs related to research and development, repair and maintenance
costs, personnel costs linked with maintenance, repair and cleaning costs, building renovation measures, and
short-term leases.
Operating expenditures are selected from the 2025 managerial profit and loss statements of the Group. The
numerator includes the portion of the above-mentioned accounting items linked with eligible economic activities.
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With regard to the Capex KPI—similarly to the calculation of the Opex KPI—given that Aalborg Portland A/S
produces both grey and white cement, it was necessary to apply a cost factor for the Opex KPI as well. This cost
factor was calculated based on the percentage of grey cement tonnes produced compared to the total tonnes
produced by the entire entity (76.97%).
Taxonomy Templates17F
18
18
It should be noted that, in light of the methodological clarifications issued and the market practices that have developed over time, the 2024 data and
information reported in the n-1 columns of the Taxonomy templates have been revised, both qualitatively and quantitatively, compared to the disclosures
provided for the 2024 reporting year.
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Table 3 - Proportion of turnover from products or services associated with Taxonomy-aligned economic activities – disclosure covering year 2025
Economic Activities Code Turnover
Proportion of Turnover,
year N
Climate
Change
Mitigation
Climate
Change
Adaptation
Water Pollution
Circular
Economy
Biodiversity
Climate
Change
Mitigation
Climate
Change
Adaptation
Water Pollution
Circular
Economy
Biodiversity
Minimum
Safeguards
Proportion of
Taxonomy
aligned (A.1.)
or eligible
(A.2.)
Turnover,
year N-1
Category
enabling
activity
Category
transition
al activity
EUR %
Y; N; N/EL
Y; N; N/EL
Y; N; N/EL
Y; N; N/EL
Y; N; N/EL Y; N; N/EL Y/N Y/N Y/N Y/N Y/N Y/N Y/N % E T
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1. Environmentally sustainable activities (Taxonomy-aligned)
Manufacture of Cement CCM 3.7 188.943.775 11,52% Y N N/EL N/EL N/EL N/EL Y Y Y Y Y Y Y 0,00% - T
Production of heat/cool using waste heat CCM 4.25 5.641.085 0,34% Y N N/EL N/EL N/EL N/EL Y Y Y Y Y Y Y 0,38% - -
Turnover of environmentally sustainable activities
(Taxonomy-aligned) (A.1)
194.584.860 11,87% 0,38%
Of which Enabling - 0,00% - - - - - - - - - - - - - 0,00% - -
Of which Transitional 188.943.774,69 11,50% 11,5% Y Y Y Y Y Y - 0,00% - -
A.2 Taxonomy-Eligible but not environmentally sustainable activities
(not Taxonomy-aligned activities)
EL; N/EL EL; N/EL EL; N/EL EL; N/EL EL; N/EL EL; N/EL
Manufacture of Cement CCM 3.7 405.918.794 24,76%
EL EL
N/EL N/EL N/EL N/EL 36,65% - -
Collection and transport of non-hazardous waste in source separated
fractions
CCM 5.5
1.327.935 0,10%
EL EL
N/EL N/EL N/EL N/EL 0,15% -
-
Material recovery from non-hazardous waste CCM 5.9 255.251 0,00%
EL EL
N/EL N/EL N/EL N/EL 0,02% - -
Turnover of Taxonomy- eligible but not environmentally sustainable
activities (not Taxonomy-aligned activities) (A.2)
407.501.980 24,90%
A. Turnover of Taxonomy eligible activities (A1+A2) 602.086.840 36,72% 36,72% - - - - - 37,20%
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
Turnover of Taxonomy- non-eligible activities 1.037.553.246 63,28%
TOTAL 1.639.640.086 100,00%
Financial year 2025
Substantial Contribution Criteria
DNSH criteria ('Does Not Significantly Harm')
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Table 4 - Proportion of CapEx from products or services associated with Taxonomy-aligned economic activities – disclosure covering year 2025
Economic Activities Code CapEx
Proportion of CapEx,
year N
Climate
Change
Mitigation
Climate
Change
Adaptation
Water Pollution
Circular
Economy
Biodiversity
Climate
Change
Mitigation
Climate
Change
Adaptation
Water Pollution
Circular
Economy
Biodiversity
Minimum
Safeguards
Proportion of
Taxonomy
aligned (A.1.)
or eligible
(A.2.) CapEx,
year N-1
Category
enabling
activity
Category
transitional
activity
EUR %
Y; N; N/EL
Y; N; N/EL
Y; N; N/EL
Y; N; N/EL
Y; N; N/EL Y; N; N/EL Y/N Y/N Y/N Y/N Y/N Y/N Y/N % E T
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1. Environmentally sustainable activities (Taxonomy-aligned)
Manufacture of Cement CCA 3.7 17.617.000 12,92% N Y N/EL N/EL N/EL N/EL Y Y Y Y Y Y Y 17,62%
Manufacture of Cement CCM 3.7 19.963.112 14,64% Y Y N/EL N/EL N/EL N/EL Y Y Y Y Y Y Y 0,00% - -
Production of heat/cool using waste heat CCM 4.25 433.894 0,32% Y N N/EL N/EL N/EL N/EL Y Y Y Y Y Y Y 0,08% - -
CapEx of environmentally sustainable activities
(Taxonomy-aligned) (A.1)
38.014.006 27,88% 14,96% 12,92% - - - - Y Y Y Y Y Y Y 17,70%
Of which Enabling - 0,00% - - - - - - - - - - - - - - -
Of which Transitional 19.963.112 14,64% 14,64% Y Y Y Y Y Y Y - -
A.2 Taxonomy-Eligible but not environmentally sustainable activities (not
Taxonomy-aligned activities)
EL; N/EL EL; N/EL EL; N/EL EL; N/EL EL; N/EL EL; N/EL 0,03%
Water Supply
WTR 2.1 48.412 0,04% N/EL N/EL
EL
N/EL N/EL N/EL 30,38%
Manufacture of Cement
CCM 3.7 / CCA 3.7 13.992.432 10,26%
EL EL
N/EL N/EL N/EL N/EL 1,10%
Material recovery from non-hazardous waste CCM 5.9 / CCA 5.9
1.024.391 0,75%
EL EL
N/EL N/EL N/EL N/EL
CapEx of Taxonomy- eligible but not environmentally sustainable activities
(not Taxonomy-aligned activities) (A.2)
15.065.235 11,05% 11,01%
-
0,04%
A. CapEx of Taxonomy eligible activities (A1+A2) 53.079.241 38,93% 25,98% 12,92% 0,04% 0,00% 0,00% 0,00% 49,21%
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
CapEx of Taxonomy- non-eligible activities 83.253.366 61,07%
TOTAL 136.332.607 100,00%
Financial year 2025
Substantial Contribution Criteria
DNSH criteria ('Does Not Significantly Harm')
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Table 5 - Proportion of OpEx from products or services associated with Taxonomy-aligned economic activities – disclosure covering year 2025
Economic Activities
Code OpEx
Proportion of OpEx, year
N
Climate
Change
Mitigation
Climate
Change
Adaptation
Water Pollution
Circular
Economy
Biodiversit
y
Climate
Change
Mitigation
Climate
Change
Adaptatio
n
Water Pollution
Circular
Economy
Biodiversity
Minimum
Safeguards
Proportion
of
Taxonomy
aligned
(A.1.) or
eligible
Category
enabling
activity
Category
transitional
activity
EUR %
Y; N; N/EL
Y; N; N/EL Y; N; N/EL Y; N; N/EL Y; N; N/EL Y; N; N/EL Y/N Y/N Y/N Y/N Y/N Y/N Y/N % E T
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1. Environmentally sustainable activities (Taxonomy-
aligned)
Manufacture of Cement CCA 3.7 26.358.313,00 19,96% N Y N/EL N/EL N/EL N/EL Y Y Y Y Y Y Y 18,01%
Manufacture of Cement CCM 3.7 13.194.383 9,99% Y N N/EL N/EL N/EL N/EL Y Y Y Y Y Y Y 0,00% - T
Production of heat/cool using waste heat CCM 4.25 403.539 0,31% Y N N/EL N/EL N/EL N/EL Y Y Y Y Y Y Y 0,30% -
OpEx of environmentally sustainable activities
(Taxonomy-aligned) (A.1)
39.956.234 30,26% 10,30% 19,96% Y Y Y Y Y Y Y 18,31%
Of which Enabling - 0,00% - - - - - - - - - - - - - - - -
Of which Transitional - 9,99% 9,99% Y Y Y Y Y Y Y - - -
A.2 Taxonomy-Eligible but not environmentally
sustainable activities (not Taxonomy-aligned activities)
EL; N/EL EL; N/EL EL; N/EL EL; N/EL EL; N/EL EL; N/EL
Water Supply
WTR 2.1
118.338 0,09%
N/EL N/EL
EL
N/EL N/EL N/EL 0,00%
- -
Manufacture of Cement
CCM 3.7 / CCA 3.7
9.378.848 7,10%
EL EL
N/EL N/EL N/EL N/EL 21,51%
- -
Collection and transport of non-hazardous waste in source
separated fractions
CCM 5.5 / CCA 5.5
107.316,00 0,08%
EL EL
N/EL N/EL N/EL N/EL 0,00%
- -
OpEx of Taxonomy- eligible but not environmentally
sustainable activities (not Taxonomy-aligned activities)
(A.2)
9.604.502 7,27% 7,18% 0,09%
A. OpEx of Taxonomy eligible activities (A1+A2) 49.560.736 37,54% 17,48% 19,96% 0,09% 0% 0% 0% 39,82%
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
OpEx of Taxonomy- non-eligible activities 82.469.893 62,46%
TOTAL 132.030.629 100,00%
Financial year 2025
Substantial Contribution Criteria
DNSH criteria ('Does Not Significantly Harm')
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Table 3.1 - Proportion of turnover from products or services associated with Taxonomy-aligned economic activities
– disclosure covering year 2025
Proportion of Turnover / Total Turnover
Taxonomy aligned by objective
Taxonomy eligible by objective
CCM
11.87%
24.85%
CCA
0.0%
0.0%
WTR
0.0%
0.0%
CE
0.0%
0.0%
PPC
0.0%
0.0%
BIO
0.0%
0.0%
Table 4.1 - Proportion of CapEx from products or services associated with Taxonomy-aligned economic activities –
disclosure covering year 2025
Proportion of CapEx/Total CapEx
Taxonomy aligned by objective
Taxonomy eligible by objective
CCM
14.96
11.01%
CCA
12.92%
0.0%
WTR
0.0%
0.0%
CE
0.0%
0.0%
PPC
0.0%
0.0%
BIO
0.0%
0.0%
Table 5 - Proportion of OpEx from products or services associated with Taxonomy-aligned economic activities –
disclosure covering year 2025
Proportion of OpEx/Total OpEx
Taxonomy aligned by objective
Taxonomy eligible by objective
CCM
10.30%
7.18%
CCA
19.96%
0.0%
WTR
0.0%
0.09%
CE
0.0%
0.0%
PPC
0.0%
0.0%
BIO
0.0%
0.0%
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Table 6 - Nuclear and fossil gas related activities
Row
Nuclear energy related activities
YES/NO
1
The undertaking carries out, funds or has exposures to research, development,
demonstration and deployment of innovative electricity generation facilities that produce
energy from nuclear processes with minimal waste from the fuel cycle.
No
2
The undertaking carries out, funds or has exposures to construction and safe operation
of new nuclear installations to produce electricity or process heat, including for the
purposes of district heating or industrial processes such as hydrogen production, as well
as their safety upgrades, using best available technologies.
No
3
The undertaking carries out, funds or has exposures to safe operation of existing nuclear
installations that produce electricity or process heat, including for the purposes of district
heating or industrial processes such as hydrogen production from nuclear energy, as
well as their safety upgrades.
No
Fossil gas related activities
4
The undertaking carries out, funds or has exposures to construction or operation of
electricity generation facilities that produce electricity using fossil gaseous fuels.
No
5
The undertaking carries out, funds or has exposures to construction, refurbishment, and
operation of combined heat/cool and power generation facilities using fossil gaseous
fuels.
No
6
The undertaking carries out, funds or has exposures to construction, refurbishment, and
operation of heat generation facilities that produce heat/cool using fossil gaseous fuels.
No
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SOCIAL INFORMATION
S1 OWN WORKFORCE
We value our people
“We attract and value talent and ensure a safe and stimulating work environment for our people, who are our most
important resource.”
Strategy
SBM-2 - Interests and views of stakeholders
Cementir safeguards the development of human capital, respect human and workers’ rights, promotes an inclusive
and equal working culture a empowering people to be active members within the organisation.
Active participation at different levels of the organisation and respecting every employee’s right of participation are
parts of Cementir working culture.
The Company wants to empower people to actively participate and collaborate, to take both ownership of their work
and responsibility for everyone’s safety.
SBM-3 - Material impacts, risks and opportunities and their interaction with strategy and business model
The process to identify and assess material own workforce-related impacts, risks and opportunities, are described in
the “General Information” chapter, sections “Impact materiality assessment” and “Financial materiality: risks and
opportunities assessment”.
Direct employees belonging to the Company and working in the manufacturing process are the ones that can be
subject to material impacts during the operations of Cementir. Nevertheless, based on the activities, employees
provided by a third party, primarily engaged to carry out activities for Cementir in the extraction phase such as Mining
and Quarrying, could be subject too.
ESRS Own workforce definition
Application to Cementir
Employees
Yes
Self-employed people
No
People provided by third party undertakings primarily engaged
in employment activities
Yes
Non employees18F
19
Yes
The table below indicates whether the material negative impacts are widespread or systemic within the contexts
where Cementir operates or associated with individual incidents.
Non-employees in an undertaking’s own workforce include both individual contractors supplying labour to the undertaking (“self-employed
people”) and people provided by undertakings primarily engaged in “employment activities” (NACE Code N78).
Director’s Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 252
Material
Topic
Description of material negative impact
Widespread
or Systemic
Impact
Incident-
based
impact
Working
conditions
Lack of stable employment through secure contracts and insufficient
promotion of employee well-being can cause stress, dissatisfaction and
declining performance, with negative effects on Company results.
󷄧󼿒
An inadequate work-life balance can compromise employee well-being
and productivity, negatively impacting company performance.
󷄧󼿒
Exposure to silica dust can cause chronic illnesses in workers.
󷄧󼿒
Working
conditions
The use of heavy machinery and mining activities can result in high
mortality rates and serious risks to the health and safety of employees
and contractors.
󷄧󼿒
Employment
rights
Serious human rights violations (e.g. child labour, forced labour, human
trafficking) within the workforce can have serious reputational and
operational consequences for Cementir.
󷄧󼿒
Below, with respect to the material positive impacts defined, it is provided a brief description of the activities
generating these positive effects, along with the types of employees and non-employees within its workforce who are
or could be positively impacted, is provided.
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Material
Topic
Positive impacts
Activities that generate Positive Impacts
Stakeholder
Engagement
Equal
treatment
and equal
opportunities
for all
▪ Measures against violence
and harassment
▪ Promoting an inclusive
culture and equal
opportunities
▪ Zero tolerance towards direct or indirect
discrimination and harassment
▪ Whistleblowing channel managed by Internal Audit
Function for reports of violence or harassment
▪ The Ethics Committee evaluates cases and
recommends actions
▪ DEI initiatives to promote diversity and inclusion
All employees
and
collaborators
▪ Promoting Diversity,
Equity and Inclusion (DEI)
▪ DEI policy based on honesty, integrity, respect and
trust
It guarantees:
✓ Equal opportunities
✓ Freedom from discrimination (gender, race,
religion, disability, age)
✓ Equal pay
✓ Secure employment
✓ Working conditions, social protection and training
✓ Inclusion of people with disabilities
All employees
and
collaborators
Other work-
related rights
▪ Access to drinking water,
sanitation and hygiene
conditions (WASH).
▪ Participation in the WASH Pledge (World Business
Council for Sustainable Development)
▪ Commitment to SDG 6
▪ Guarantee of WASH standards in all sites under
direct control
All employees
and
collaborators
Working
conditions
▪ Collective bargaining,
including the percentage
of workers covered by
collective agreements
▪ involvement of workers' representatives in strategic
decisions
▪ collective bargaining and continuous dialogue
▪ stability, productivity, sense of belonging and
corporate reputation
All employees
and
collaborators
In 2025, Cementir Holding generated a series of improvements which generated positive impacts in the social field
thanks to the implementation of:
• structured policies
• dedicated programmes
• international standards applied in different operating contexts
The Group's commitment to promoting diversity, equity and inclusion contributes significantly to the creation of a fair
and motivating work environment, strengthening staff satisfaction, innovation capacity and talent attraction.
At the same time, the proactive approach to social dialogue and collective bargaining supported by the European
Works Council and by a constant discussion with workers' representatives guarantees transparency, participation
and organisational stability, improving productivity, efficiency and a sense of belonging.
The adoption of the WASH Programme in all production sites ensures safe and adequate hygienic-sanitary
conditions, contributing to a healthier working environment, reducing absenteeism and strengthening the well-being,
dignity and loyalty of staff.
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In addition, through dedicated policies, training and a fully operational whistleblowing channel, the Company prevents
and tackles all forms of violence and harassment in a timely manner, guaranteeing all stakeholders an effective
protection and reporting mechanism. Overall, these initiatives strengthen the resilience of the business model,
supporting a responsible, inclusive and sustainable value-oriented corporate culture in the long term.
Risks and Impacts on the Workforce
Health and Safety
• Risk: Violations of health and safety regulations and accidents.
• Impact: Involves medical and legal expenses arising from penalties and fines.
Equal Opportunities and Treatment
• Risk: failure to comply with regulations on Diversity, Gender Equality and Equal Pay.
• Impact: can reduce people's interest in working for the company (talent attractiveness). Combined
Operational
Risks related to health and safety and equal treatment can cause a reduction in production or an increase in costs,
with direct impacts on EBITDA.
Human Rights Risks and Mitigation Measures
Forced and Child Labour
• Forced Labour Risk: Activities in China, Malaysia, Türkiye and Egypt are considered to be at high risk of
incidents, particularly in the mining and extractive sectors.
• Child Labour Risk: not considered a significant risk for direct manufacturing and operational activities thanks
to constant controls. The geographical areas potentially at risk remain the same: China, Malaysia, Türkiye and
Egypt.
Mitigation Measures
The company monitors these risks through:
• The Group Human Rights Policy
• The Whistleblowing Management Procedure
• Regular Human Rights audits conducted by the Internal Audit Function
• Dedicated procedures and periodic training in production plants to ensure the health and safety of workers
in direct activities and along the value chain.
No opportunities have been identified related to direct workforce.
Impact, risk and opportunity management
S1-1 – Policies relating to own workforce
Diversity, Equity and Inclusion
“The Group employees’ diversity, equity & inclusion policy establishes some guidelines in the Cementir Group that
promote a culture of respect for diversity, work equality, non-discrimination and the inclusion of labour groups in
Cementir Holding”.
The sector in which Cementir operates has historically had a strong male prevalence. In 2025, men accounted for
about 86% of the workforce, a substantially stable share compared to 2024.
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This composition mainly reflects the high presence of "blue-collar" operating profiles, roles that traditionally record
higher male participation.
Promoting Gender Equality and Inclusion
The Group is actively working to promote equal opportunities and gender treatment throughout the organisation. This
commitment is integrated into:
• The Group's values and the leadership competency model, which emphasise inclusion and the enhancement of
diversity.
The Group Employee Diversity, Equity and Inclusion (DEI) Policy (published in November 2022), which sets out
guidelines to promote a culture of respect for diversity, non-discrimination and inclusion. The organisation has always
been committed to recognising and valuing diversity at all stages of the people management cycle. This commitment
translates into selection, management, evaluation and development processes that exclude all forms of
discrimination and promote equal opportunities, from the recruitment phase to the paths of leadership growth and
development of managerial talent.
Additional information on managerial positions held by women
The table below indicates the number of women holding managerial positions as defined below:
Revenue-generating functions
They refer to managerial or operational roles directly involved in generating turnover, such as commercial functions
or positions that directly participate in the production of goods or services.Support functions — such as Human
Resources, IT or Legal — are excluded as they do not directly affect the economic result. These roles can also be
identified as positions with income statement responsibilities.
STEM (Science, Technology, Engineering, Mathematics)
The STEM category includes workers who use science, technology, engineering, or mathematics skills in carrying
out their daily activities. To be classified as a STEM employee, you must have a formal qualification in a STEM
discipline and employ those skills in your role.
These positions include, by way of example but not limited to:
• computer programmers,
• web developers,
• statisticians and data analysts,
• logistics specialists,
• engineers,
• physicists and scientists.
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Category
Total 2025
Number of women in total workforce
417
Number of women in all management positions
58
Number of women in managerial positions in revenue-generating functions (e.g.
sales) (excluding support functions such as HR, IT, Legal, etc.)
27
Number of women in STEM positions
72
Commitment to Diversity Equity and Inclusion (DEI)
Cementir bases its corporate culture and strategy on respect for Global Human Rights, a fundamental non-
negotiable value, in line with international standards (SA8000®, UN Guiding Principles on Business and Human
Rights) and adherence to the UN Global Compact (2022).1. Diversity, Equity and Inclusion (DEI)
The Group DEI Policy (communicated to all employees) reinforces the commitment against discrimination based
on race, gender, age, religion, sexual orientation, disability and other protected characteristics.
Main Objectives:
• Talent: Attract, hire and retain diverse talent.
• Environment: Promote an inclusive and mutually respectful work environment.
• Equal Opportunities: Ensure equal opportunities for advancement and development (from selection to
performance evaluation) in all areas.
• SDG Contribution: Promote SDG 5 (Gender Equality) and 10 (Reduce inequalities).
Support Activities:
• Training: Launch of specific training sessions on DEI (from 2023) for all employees, including new hires,
focused on collaboration and empathy.
• Audit/Monitoring: The Internal Audit Function, monitors key processes (hiring, pay, promotions) to ensure
fairness and mitigates DEI risks globally (100% of the workforce covered in 2025).
Working Conditions and Health & Safety (H&S)
Cementir integrates social, economic and environmental responsibility into its activities, in line with global standards:
• Certifications: all cement production sites are certified ISO 9001 and ISO 45001, ensuring a management
system to prevent accidents and occupational diseases and maintain high H&S standards.
• Network: A global Health and Safety network coordinated by the Group HSE function is active for the sharing
of best practice.
• Mitigation: The HSE Policy and training are used to monitor and mitigate material adverse impacts resulting
from accidents at work.
Human Rights and Grievance Mechanisms
The activity aligns with the United Nations “Protect, Respect, and Remedy” Framework, extending compliance with
ILO and UN standards to suppliers and partners.
• Child/Forced Labour: Material risks are actively mitigated and monitored through the Human Rights Policy
and internal audits.
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• Whistleblowing: a reporting and whistleblowing mechanism (also accessible to third parties) is established
to report potential violations of the Human Rights Policy and the DEI, ensuring the absence of retaliation. The
Internal Audit Function investigates confirmed complaints, sets corrective actions and monitors their
implementation to mitigate negative impacts.
ESRS 2 Note: Please refer to the “General information on ESRS 2” chapter for further details regarding the Board of
Directors Diversity Policy.
Human Rights
Commitment
Cementir considers respect for global Human Rights a fundamental and non-negotiable value that guides its culture
and strategy.
Commitment and Regulatory Framework for Human Rights
The Group Human Rights Policy of Cementir guides management and employees, aligning the company with major
international standards, including:
• The International Charter of the United Nations and the Universal Declaration of Human Rights.
• The Fundamental Conventions of the International Labour Organisation (ILO) (e.g. on Forced Labour,
Freedom of Association and Discrimination).
• The UN Convention on the Rights of the Child.
This commitment supports the company's adherence to the UN Global Compact (UNGC) and its contribution to the
Sustainable Development Goals (SDGs) of the United Nations, in particular SDG 8 (Decent Work and Economic
Growth), SDG 10 (Reduced Inequalities) and SDG 17 (Partnership for the Goals).
Cementir requires its contractors, suppliers and business partners to adhere to the same Human Rights standards.
Since 2020, an online training course on the Human Rights Policy has been available for employees.
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Governance Health and Safety
The Group management team (GMT)19F
20
, composed of Corporate and regional representatives, ensures adequate
monthly monitoring of the performance and progress of the action plans prepared by each operating company to
achieve constant and consistent improvements. The Group HSE department supports management in analysing and
evaluating performance and proposes any changes to Group policies.
The Group HSE department is
responsible for defining the guidelines,
rules and standards in this area at Group
level, as well as overseeing their
continuous implementation,
management and communication. In
addition, it functionally coordinates local
managers responsible for health and
safety by providing guidance to regional
CEOs regarding the implementation of
policies and procedures, including the
identification of opportunities for
improvement in operational activities.
The Guidelines, the Key Rules and the
Group Management Standards – subject
to periodic updating – specify the minimum requirements expected according to industry best practice. These
guidelines are based on a systemic approach, as required by the ISO 45001 standard.
The Health and Safety network, coordinated by the Group HSE department as a technical supervisory body, supports
all organisations in order to share skills, good practices and specific initiatives in the field. The network is made up
of all managers and all coordinators in terms of health and safety at the site and business level who, technically,
support the management they report to in the implementation of management systems at the local level (e.g. hazard
identification and risk assessment, safety operating procedures, operational standards and controls, accident
investigations, inspections, etc.). The results of the network are constantly shared with all workers through the various
local H&S departments (for example, through safety alerts and/or meetings to analyse the lessons learned from
unwanted events). During 2025, the network met 11 times, as in 2024.
Each site and business unit, in each region, has identified its own Health and Safety Committee which is chaired by
the relevant senior manager (for example, the plant manager) and provides for the participation of line managers,
the area health and safety manager, and workers' representatives. Additional governance and monitoring and control
tools are identified at the level of the individual operating department.
A number of common proactive indicators (leading indicators) are established at Group level. These indicators allow
the monitoring of action plans and the measurement of their effectiveness, enabling a better understanding of the
link with the results in terms of accidents and injuries (result indicators - lagging indicators).
In 2025, the Balanced Scorecard tool on the subject, developed at Corporate level, was applied to three cement
plants, identifying specific areas for improvement. This tool aims to verify the levels of management achieved by
considering the objectives set and the minimum requirements of the Group.
Specific Health and Safety objectives are taken into account in the definition of short-term remuneration for CEOs
and managers based on the level of risk of the different activities carried out.
20
The GMT, composed of the COO, CFO, and CEO of the different regions, as well as the Group managers for the relevant professional families,
supports the decisions of the Group CEO on the relevant issues, defines the operational guidelines, and plays a fundamental role in ensuring that
the commitments and activities in this regard are respected and aligned with the Group roadmap.
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S1-2 Processes for engaging with own workers and workers’ representatives about impacts
Group Workforce Survey
The Cementir Group’s HR strategy, which serves as an enabler of our Group’s Business Strategy, is focused on
three main pillars: Group Integration and Identity, Organisational Effectiveness and Agility, and People Development
and Engagement.
In line with the Group HR Strategy, and to better identify the actual and potential material impact issues, every two
years the Company carries out a survey of its employees called "Your Voice". The purpose of this survey is to
evaluate the involvement and the level of employee satisfaction within the organisation, and to compare the results
with previous ones and any further market benchmarks.
For this purpose, several key indicators were identified to measure different aspects of employee engagement, also
considering international benchmarks.
To ensure the involvement of the entire Group population, a dedicated communication plan was implemented
throughout the key phases of the survey:
• Pre-survey: to announce the survey and prepare employees;
• During the survey: provide instructions, operational support, and encourage participation;
• Post-survey: to communicate the results, identify gaps, and define subsequent action plans.
The feedback collection process took place between May and June 2024, and reached an overall participation rate
of 92%.
Based on the feedback received through the survey, Cementir defined and implemented specific action plans (at
local and global level) in 2024 and 2025, establishing different levels of priority.
Several areas for improvement have been identified:
• Communication and collaboration,
• People growth,
• Respect and mutual recognition,
• Efficiency and innovation.
The Group is committed to launching a new staff survey in 2026.
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Talent Review and Succession Plans For Key Positions Within The Group
In 2025, the annual Group talent review was conducted to gain a comprehensive view of performance trends and
assess potential readiness for advancement into higher or more complex roles.
This process enabled the Group to identify key individuals for retention through targeted development plans and to
pinpoint critical positions that need to be filled from a pool of potential successors in the short, medium, and long
term, ensuring business continuity. The Group’s succession planning efforts for critical roles continued, strengthening
the leadership pipeline. The list of critical positions has been revised in line with the Business Plan and the main
strategic objectives, and is shared with the Remuneration and Nomination Committee.
Additionally, an in-depth analysis of internal successor mapping results highlighted improvements in key performance
indicators (KPIs), reducing the potential risk of business discontinuity. These insights informed key talent
development decisions, including Group development programs, management changes, and international mobility
initiatives.
Remuneration strategy
The remuneration policy emphasises the importance of attracting talent while recognising the value of our employees,
fostering a performance-driven culture aligned with our corporate values. It supports the company's business
strategy, ensures internal equity, and motivates and develops our people by rewarding top performers.
Cementir adopts a competitive remuneration system that balances strategic objectives with the recognition of
employee contributions. By using both short and medium/long-term variable remuneration components, the policy
aligns employees' interests with the primary goal of value creation and the achievement of financial and sustainability
targets.
A portion of remuneration is tied to the achievement of defined performance objectives through the short-term
incentive system (STI) and the long-term incentive system (LTI).
The 2025 Remuneration Policy is consistent with the Group’s governance model and the Code of Ethics, available
on the company’s website www.cementirholding.com. This approach aims to attract, motivate, and retain highly
skilled personnel, while aligning management’s interests with the long-term goal of creating value for shareholders.
Objectives are assigned “Spread sequential”” across the different countries and different organisational levels, which
reinforces the Group's unitary approach to the short-term incentive system. The commitment of the managerial
population to the achievement of short-term objectives remains focused on economic and financial management,
which guarantees a correct allocation of resources and alignment with the strategic direction of the Group.
Please, refer to the ESRS E1 section for further information with respect to the STI Program.
Non-remunerative benefits
The Group provides several packages of non-remunerative benefits aimed at boosting employee engagement,
improving employee retention, attracting top talent in the market, and increasing job satisfaction. These benefits are
designed to enhance employees’ lives both inside and outside of work. They are a crucial part of Cementir’s
commitment to creating a supportive and rewarding work environment. Different packages are provided depending
on the particularities of each country where the Group operates, taking into account different local customs, social
needs, and legal requirements.
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In the table below, the non-remunerative benefits have been grouped by type, and the total number of employees
eligible for these benefits in 2025 has been reported.
Type of benefit
2024
Total eligible employees
(Employees eligible/
Total n. of Employees)
2025
Total eligible employees
(Employees eligible/
Total n. of Employees)
INSURANCE (e.g. health insurance, life insurance,
injury insurance)
100%
100%
PENSION FUND (e.g. private pension fund)
94%
96%
HOUSING ALLOWANCE (benefit that is given to
employee, on a regular basis, in order to help them
pay for housing)
5%
4%
FUEL SUPPORT/ALLOWANCE (benefit that is
given to employee, on a regular basis, in order to
help them pay for the fuel/reimbursement of fuel
expenses sustained by employee)
9%
7%
MEAL & CANTEEN (benefit that is given to
employee, on a regular basis, in order to help them
pay for the meal/ canteen service given to the
employee)
90%
77%
COMPANY CAR (company car given to the
employee)
11%
12%
OTHER BENEFITS (broad range of benefits given to
employee for specific reasons (e.g. welfare, prepaid
vouchers for purchasing different from food, birthday,
climate conditions)
60%
54%
Industrial relations
Operating in different countries around the World, the Group’s companies are subject to different labour regulations
and, consequently, the contracts of Group employees vary according to the country in which they were hired.
The table below shows the percentage of employees covered by collective bargaining in countries with more than
10% of the total Group employees in 2025:
Collective Bargaining Coverage
Social Dialogue
Coverage Rate
EEA Employees
Non EEA Employees
Workplace Representation
(EEA only)
0-19%
20-39%
40-59%
TÜRKIYE
60-79%
DENMARK
DENMARK
80-100%
BELGIUM
BELGIUM
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Collective Bargaining and Pay Alignment
The rate of coverage by collective bargaining varies between different countries depending on local regulations and
the professional categories involved. Employees not covered by collective agreements are in any case protected
through the application of the minimum wages established by local legislation and, where applicable, by the
respective national agreements. This approach is fully compliant with Directive (EU) 2022/2041 of the European
Parliament and of the Council of 19 October 2022, which aims to ensure adequate minimum wages in the European
Union and to promote collective bargaining. In addition, the systematic use of external salary benchmarks is a
fundamental tool to ensure salary alignment and the competitiveness of the salaries of the entire company population.
Social Dialogue and Employee Engagement
The Cementir Group maintains a structured and ongoing dialogue with European workers' representatives, in
accordance with EU regulations, local regulations and the framework defined by the Group's European Works
Council (EWC). During the year, management informed and consulted employees and trade unions on transnational
issues concerning the status of activities and significant decisions relating to business and workers.
In September 2025, at the plant in Aalborg (Denmark), the management shared the main economic and financial
results of the period and the ongoing strategic initiatives with a particular focus on activities related to sustainability
issues, including the Carbon Capture project in Denmark and the Kiln 4 investment in Belgium, in addition to
the outcomes and challenges in the field of Health and Safety.
S1-3 Processes to remediate negative impacts and channels for own workers to raise concerns
Code of Ethics, Human Rights, Diversity, Equity, and Inclusion Survey
Awareness and Monitoring
In December 2025, the Internal Audit Function launched the second awareness survey of the Code of Ethics, the
Human Rights Policy, and the Diversity, Equity and Inclusion (DE&I) Policy.
• Coverage: The survey involved employees with accounts, covering 79% of Cementir’s workforce.
• Target: Check the level of knowledge of employees regarding the Code of Ethics, the DE&I Policy, the Human
Rights Policy and the whistleblowing system.
• Response rate: The response rate was above 20%.
• Actions: All the results were discussed with Top Management and, on the basis of these, an action plan was
defined to monitor sensitive areas. The results have been integrated into the Human Rights Audit Report to align
Management Action Plans at the regional level.
Complaint and Whistleblowing Mechanism
Cementir uses the Whistleblowing Procedure as its main complaint mechanism, allowing all stakeholders
(employees, collaborators, directors and third parties) to report, without fear of retaliation, potential violations, non-
compliance or illegal activities.
• Channel: The whistleblowing channel has been active since 2013 and is promoted both internally and
externally.
• Scope: Reports may relate to conduct, including omissions, that does not comply with laws, regulations or the
Cementir Group's system of rules (including the Code of Ethics).
• Management: The Internal Audit Function is responsible for receiving, analysing and investigating reports,
ensuring the confidentiality of the identity of the whistleblower.
• Mitigation: The Internal Audit Function, together with Human Resources, defines and monitors remediation
plans to mitigate any negative impacts, directly supporting the company's workers.
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• Training: Knowledge of the procedure is already introduced during the onboarding phase for all new hires,
who must review the policies and participate in mandatory training.
The Group Reporting Management Procedure was revised at the end of 2024 to align with the new applicable
regulations; the updated version is in force from the beginning of 2025.
BOX: Facilitating and harmonising safety processes: the new H&S platform of the Group
In 2025, the Group carried out a strategic project that saw the implementation of a common
platform to manage key health and safety processes via the web and specific apps. The
processes involved were the management of incidents, inspections and audits, and the actions
arising from them. At the end of the year, the platform also included a control system for individual
jobs (for example, work permits). In 2026, the aim is to bring this system to full capacity starting
from the cement plants. The platform aims to:
• standardise and harmonise the main processes related to operational risk management;
• improve efficiency and effectiveness in the reporting, analysis and evaluation of all undesirable
events (accidents, near misses, unsafe conditions and behaviours), facilitating the increase of
workers' awareness through a smart approach;
• Harmonise the inspection process by reducing the time for its completion, increasing its level of
effectiveness;
• document, notify and track the assigned corrective measures, using specific action plans;
• Manage prevention statistics to focus on continuous improvement.
BOX: Health and Safety at Work Week
In April 2025, the Group celebrated Health and Safety at
Work Week, highlighting the complementarity between
occupational safety and well-being. Various activities and
workshops aimed at raising staff awareness and promoting a
strong safety culture have been organised at all central and
operational sites. From a technical and operational point of
view, particular attention has been dedicated to high-risk
activities (for example: work at height, confined spaces, lifting
operations) and lessons learned from accident analysis. In
this context, the correct decommissioning of equipment and
isolation procedures represent essential minimum
requirements, as well as the use of work permits to assess
safety conditions and authorise the execution of activities.
Dedicated training sessions, safety exercises, questionnaires
and risk assessment activities were carried out to reiterate
that structured knowledge, tools and processes are
fundamental elements for operating safely.
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S1-4 – Taking action on material impacts on own workforce, and approaches to mitigating material risks and
pursuing material opportunities related to own workforce, and effectiveness of those actions
Cementir adopts a robust internal control system, managed by the Enterprise Risk Management (ERM) and Internal
Audit Function, to identify and mitigate risks, particularly those related to the workforce.
Risk Management and Control System
The ERM process is a company-wide tool designed to identify, analyse and monitor environmental, social,
economic/financial and ethical risks within all Group activities.
Enterprise Risk Management (ERM)
The Group adopts an integrated Enterprise Risk Management (ERM) framework to manage macroeconomic volatility,
regulatory complexity and market instability in the countries in which it operates. Risk mapping covers both internal
and external factors, including business dynamics, procurement and supply chain, macroeconomic variables,
compliance requirements (tax, insurance and regulatory), as well as ESG aspects — ethical, social and
environmental.
The risks identified are subject to qualitative and quantitative assessments that allow the definition of an adequate
governance structure, mitigation plans, and targeted investments. Risk reduction or elimination actions are
implemented at country and function level by the designated process owners. The objective is to safeguard business
value, ensure the achievement of strategic objectives and anticipate risks and opportunities, ensuring the alignment
of business strategy with emerging scenarios.
Monitoring and Mitigation
• Focus ERM: Monitoring covers political, financial, environmental and social risks, including respect for Human
Rights and labour regulations.
• Audit: The Internal Audit Function regularly conducts audits on social aspects such as Human Rights, working
conditions, HSE, and diversity and inclusion, in support of management strategies.
• Impact Management: The ERM manages actual and potential impacts, positive or negative, along the entire
value chain. By monitoring material impacts, the company aims to prevent future financial risks and identify
opportunities.
Human Rights - Audit and Performance in 2025
To proactively identify and mitigate Human Rights risks, since 2019 Cementir's Internal Audit Function has integrated
a specific Human Rights checklist into its standard audit process. This tool allows you to systematically verify
compliance with the fundamental principles, monitor any critical issues, and ensure continuous improvement of
control measures.
Audit Coverage 2025:
• Scope: audits verify compliance in areas such as Child Labour, Forced Labour, Non-Discrimination,
Conditions of Employment, Safety and Supply Chain Management.
• Geographical Coverage: the activities were carried out in 13 countries (Belgium, Denmark, Norway,
Türkiye, the United States, China, Malaysia, Egypt, Italy, Poland, France, Australia and Iceland).
• Workforce Coverage: the audit covered 100% of Cementir's workforce.
The analyses carried out in 2025 confirmed that all the Group's operations are in line with internationally recognised
Human Rights and that, during the audit activities, no risks or critical issues were identified. Any alleged violation of
Human Rights, or other non-compliant behaviour, can be reported through the company's whistleblowing system,
which guarantees confidentiality and protection of whistleblowers. Cementir also applies these standards along the
entire value chain, as defined in its Code of Conduct for Suppliers.
Director’s Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 265
Audits carried out in 2025
Beside the Human Rights self-assessment, as already implemented in 2022, the Diversity, Equity and Inclusion Self-
Assessment was launched as part of the standard internal audit process to internally identify and mitigate any risks
related to Diversity, Equity and Inclusion.
Starting from 2022, the Internal Audit Function has monitored the application of Cementir’s core equity and fairness
principles to:
• hiring processes;
• remuneration levels;
• annual reviews of salaries and promotions,
• work-life balance agreements;
• events to foster interest in technical careers among women.
In 2025, the activity continued and has been carried out in all the Group’s companies, covering the 100%20F
21
of
Cementir’s workforce at worldwide level. The countries that have been involved were the following: Belgium,
Denmark, Norway, Türkiye, United States, China, Malaysia, Egypt, Italy, France, Iceland, Australia and Poland. The
analyses carried out highlighted that internal operations are in line with internationally recognised Diversity, Equity
and Inclusion principles and no risks were identified during the audit activities.
Focus on the Workforce
Health and Safety (HSE)
• Activities focus on a robust HSE system, the promotion of a safety culture and root cause analysis to prevent
accidents and fatalities.
Compliance and Training
• All employees must comply with the Code of Ethics and Conduct. Online training on these policies is available to
all staff, with most employees having completed it; is also mandatory for new recruits.
Staff Turnover Rate
The overall staff turnover rate increased to 17% in 2025, up from 14% in 2024. This increase is attributable to the
disposal of the activities of the Kars Cement plant in Türkiye (3%). The company undertakes to conduct annual
analyses to understand the main causes of exit and to implement mitigation strategies.
Metrics and targets
S1-5 – Targets related to managing material negative impacts, advancing positive impacts, and managing
material risks and opportunities
Cementir recognises that the responsible management of its workforce is an essential element for the creation of
sustainable value in the long term. Aspects related to the quality of working conditions, health and safety protection,
diversity, equal treatment and skills development were identified as priorities in the double materiality analysis.
In this context, the Group has defined a structured set of objectives aimed at reducing negative impacts, enhancing
positive impacts and proactively managing the risks and opportunities associated with its workforce. These objectives
reflect the company's desire to promote a safe, inclusive and professional growth-oriented work environment, while
ensuring an approach consistent with the requirements of European sustainability reporting standards.
21
Exception made for the company AB Sydsten, a joint venture for which Cementir is not in charge of the operating
activities.
Director’s Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 266
The following list illustrates the key objectives that guide the Group's action with respect to the material impacts
identified in ESRS S1 – Own Workforce.
Secure employment and stable working conditions
Cementir mitigates the negative impact associated with the lack of stable employment by promoting, where possible,
the predominant use of stable contracts and ensures that every worker, regardless of the type of contract, has access
to fair, secure and respectful conditions.
Well-being and work-life balance
Cementir aims to improve the work-life balance of employees by promoting organisational models that reduce the
stress load, promote flexibility and support a more sustainable approach to time management.
Occupational Health & Safety
The company aims to minimise accidents, injuries and occupational illness with a particular focus on the typical risks
of the sector: silica exposure, quarrying operations, use of heavy machinery. The aim is to embed a culture of
prevention and health protection in all activities.
Elimination of all forms of discrimination
Cementir aims to prevent and eliminate any form of discrimination based on gender, age, sexual orientation, ethnicity,
personal beliefs or disability, guaranteeing equal opportunities at all stages of the employment relationship.
Accessibility of workplaces
The Group is committed to progressively removing the physical and organisational barriers present on its sites,
ensuring increasingly inclusive work environments that are attentive to the needs of people with disabilities.
Protection of human rights
The company maintains an absolute commitment to prevent risks of child labour, forced labour or other violations of
fundamental rights, ensuring a working environment that fully complies with ethical principles and international
conventions.
Improvement of hygiene conditions and WASH services
Cementir aims to ensure universal access to safe drinking water, adequate sanitation and personal hygiene facilities
at all sites, recognising their essential role in protecting health and well-being.
2. Objectives related to enhancing positive impacts
Social dialogue and industrial relations
The Group intends to strengthen dialogue activities with workers' representatives, consolidating the role of the EWC
and local committees as fundamental tools for participation and transparency.
Skills development through the Cementir Academy
The company intends to promote the growth of human capital through training programs dedicated to technical,
management and key skills related to the digital and sustainable transition.
Promoting diversity, equity and inclusion
Cementir pursues the goal of promoting greater female representation and an increasingly inclusive work
environment, enhancing diversity as a factor for growth and innovation.
Prevention of harassment and violence at work
The Company maintains a constant commitment to the prevention of harassment and violence at work, continuously
strengthening policies, communication and training initiatives to ensure safe, respectful and free of inappropriate
behaviour professional environments.
Director’s Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 267
Enhancement of existing WASH infrastructures
Where already present, Cementir aims to maintain and improve over time high standards of quality and comfort of
sanitation facilities, considering them a fundamental element of the quality of the working environment.
3. Risk and opportunity management objectives
Safety as a strategic and cultural value
The company aims to consolidate a proactive safety culture that involves all organisational levels, encouraging the
timely reporting of risks and near misses, the empowerment of management and the continuous improvement of safe
behaviours.
DE&I as a lever for competitiveness and talent attraction
Cementir recognises the strategic potential of diversity in the ability to attract talent, innovate and improve
performance. The aim is to integrate DE&I principles into all phases of the staff life cycle.
Training as a tool for future competitiveness
The Group aims to prepare the workforce for the challenges of technological transformation and sustainability,
strengthening the role of training as a strategic lever for business development.
Internal climate and employee engagement
The company intends to foster a participatory and motivating environment, strengthening internal communication and
promoting initiatives that improve people's sense of belonging and satisfaction.
Work-life balance as a retention factor
Promoting work-life balance is considered a key factor in increasing satisfaction and reducing turnover, creating a
more stable and productive environment.
Management of health risks related to WASH conditions
The company aims to prevent hygienic-sanitary risks that could impact the health, presence and performance of
workers, ensuring adequate infrastructure
Definition and monitoring of objectives
Health and safety objectives are defined considering past performance, risk profile and alignment with Cementir's
strategic initiatives, to ensure relevance and achievability.
Role of top management and Board of Directors
Top management ensures “cascading” communications and the implementation of the Diversity, Equity and
Inclusion (DEI) Policy.
The Board of Directors establishes medium/long-term objectives, with annual review, applicable to the Board of
Directors, senior management and, if extended, to specific clusters or to all employees. Additional targets may be
set to reinforce the Group's commitment.
The policy is part of a broader DEI roadmap that includes a specific action plan aimed at ensuring equal opportunities
for all Group employees. The commitment of Cementir towards Diversity, Equity and Inclusion matters, is
demonstrated by setting and proposing new ambitious targets and related key achievements, such as:
Director’s Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 268
Target
Target
2024 result
2025 result
Diversity, Equity, and
Inclusion on the Board of
Directors of Cementir
Holding
The number of Directors of the less represented
gender shall not decrease below 4 in case of a
Board formed of up to 9 Directors (44.8%).
At least 3 Directors of which at least 1
independent Director younger than the CEO
At least one director has specific expertise in
ESG with particular focus on social issues
50% from April 2023
5 Board Members of which 1
independent Member & 1
Director
50% from April 2023
5 Board Members of which 1
independent Member & 1
Director
Diversity in Global
Graduate program
Having at least 25% of the less represented
gender involved in the programme.
38% in 2024 edition
38% (result already
achieved in 2024) and no
similar program in 2025.
Diversity in Emerging
Talent program
Having at least 25% of the less represented
gender involved in the programme.
29% (result already
achieved in 2022) and no
similar program in 2024.
30% (achieved in 2025).
Diversity in senior
management team21F
22
Less represented gender is at 19% (May 2022)
and we target to increase by 1%
20% at 31 Dec 2024
20.6% at 31 Dec 2025
Diversity in the Group
Management Acceleration
Program
Having at least 25% of the less represented
gender involved in the programme.
28.6% (achieved in 2025)
Role of Human Resources
Group HR, with the support of local departments, defines action plans, monitors progress and communicates them
to the Board of Directors, even in the case of new objectives.
Monitoring and reporting
The Sustainability Statement is the tool for monitoring and communicating DEI progress (e.g. the presence of men
and women on the Board of Directors and in managerial roles), in addition to the obligations required by current
regulations (CSRD). Any discrimination is managed by the Ethics Committee; employees can report them through
dedicated channels. Monthly performance updates are shared internally.
Regulatory references and metrics
The measurement of employee characteristics has not been validated by an external body other than the assurance
service provider.
It should also be noted that the strategic priorities of the 2026-2028 Business Plan are available on the company
website.
22
The senior management team consists of: • Group COO • Group Chief of each Professional Family • Head of Region/BU Managing Director of
the local subsidiaries • Their first direct reports In this category are not included the Group CEO (Cementir Holding Board of Director member),
the assistant roles and the positions related to non-core business activities (e.g. Waste, precast, ...). The calculation is according to the Dutch
DE&I reporting system (SER).
Director’s Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 269
S1-6 – Characteristics of the undertaking’s employees
The staff of the Cementir Group in 2025 consists of 3,028 employees, 95 fewer than in 2024 (considering 100% of
the staff of Société des Carrières du Tournaisis SA), who are distributed across 1522F
23
countries and 5 continents.
The Group’s workforce is mainly composed of personnel hired with permanent and full-time contracts.
Total 2024
M
F
Total
2,712
411
3,123
Total 2025
M
F
Total
2,610
418
3,028
*others/unknow: cannot be disclosed due country regulation (privacy).
Employee head count in countries where the undertaking has at least 50 employees representing at least 10% of its total
number of employees.
Countries
Total employees in 2024
Total employees in 2025
Belgium
480
481
Türkiye
805
701
Denmark
794
795
Employee information by type of contract, broken down by gender and by region (number of employees or FTE)
(communication regarding full-time and part-time employees is on a voluntary basis).
Permanent 2024
Executives
Managers
White-collars
BC
M
F
M
F
M
F
M
F
China
-
-
8
2
35
7
74
8
Malaysia
2
-
7
3
38
33
87
1
Australia
-
-
3
-
-
-
-
-
Belgium
2
-
34
8
79
30
210
1
France
-
-
1
-
21
4
1
-
Egypt
1
-
18
2
21
9
16
-
Türkiye
2
-
48
7
163
39
539
4
Denmark
2
-
45
9
150
82
443
14
Norway
-
-
9
5
23
8
63
5
Poland
-
-
1
-
1
3
3
-
Sweden
2
-
3
3
21
9
65
7
Iceland
-
-
1
-
3
1
4
-
Italy
23
4
17
7
11
15
-
-
United States
2
-
41
5
17
18
114
1
TOTAL
36
4
236
51
583
258
1,619
41
23
The following countries have been considered: Denmark, Norway, Sweden, Poland, Iceland, France, Belgium, United States, Türkiye, Egypt,
Malaysia, Australia, China, United Arab Emirates and Italy.
Director’s Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 270
Permanent 2025
Executives
Managers
White-collars
BC
M
F
M
F
M
F
M
F
China
8
2
35
7
71
7
Malaysia
2
7
3
43
34
84
1
Australia
3
Belgium
2
37
9
109
47
255
1
France
2
25
4
Egypt
1
17
2
20
9
16
Türkiye
2
43
5
137
33
471
3
Denmark
2
45
10
162
84
426
12
Norway
7
5
22
8
58
3
Poland
1
1
3
3
Sweden
5
3
19
9
70
4
Iceland
1
1
2
6
Italy
24
4
18
8
11
15
United Arab Emirates
USA
2
26
5
30
17
121
1
TOTAL
35
4
220
52
615
272
1,581
32
Fixed-term or temporary 2024
Executives
Managers
White-collars
BC
M
F
M
F
M
F
M
F
China
1
-
6
-
15
20
32
15
Malaysia
-
-
2
-
3
1
14
-
Australia
-
-
1
-
1
-
-
-
Belgium
-
-
4
-
30
13
69
-
France
-
-
-
-
5
-
1
-
Egypt
-
-
4
-
1
-
1
-
Türkiye
-
-
-
-
-
1
2
-
Denmark
-
-
-
-
8
6
35
-
Norway
-
-
-
-
-
-
2
-
Poland
-
-
-
-
-
-
-
-
Sweden
-
-
-
-
-
-
-
-
Iceland
-
-
-
-
-
-
1
-
Italy
-
-
-
-
-
1
-
-
United States
-
-
-
-
-
-
-
-
TOTAL
1
-
17
-
63
42
157
15
Fixed-term or Temporary 2025
Executives
Managers
White-collars
BC
M
F
M
F
M
F
M
F
China
1
-
6
-
16
21
37
17
Malaysia
-
-
2
-
4
-
13
-
Australia
-
-
1
-
1
-
-
-
Belgium
-
-
-
1
3
1
16
-
France
-
-
-
-
-
-
-
-
Egypt
-
-
4
-
3
-
1
-
Türkiye
-
-
-
-
1
3
3
-
Denmark
-
-
-
-
6
11
35
2
Norway
-
-
1
-
-
-
2
-
Poland
-
-
-
-
-
-
-
-
Sweden
-
-
-
-
-
-
2
1
Iceland
-
-
-
-
-
-
-
-
Italy
-
-
-
-
-
1
-
-
United Arab Emirates
-
-
1
-
-
-
-
-
USA
-
-
-
-
-
-
-
-
TOTAL
1
-
15
1
34
37
109
20
Director’s Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 271
2024
Permanent
Fixed-term or temporary
Non Guaranteed Hours
Employees
Grand Total
M
F
Total
M
F
Total
M
F
Total
M+F
China
117
17
134
54
35
89
0
0
-
223
Malaysia
134
37
171
19
1
20
0
0
-
191
Australia
3
-
3
2
-
2
0
0
-
5
Belgium
325
39
364
103
13
116
0
0
-
480
France
23
4
27
6
-
6
0
0
-
33
Egypt
56
11
67
6
-
6
0
0
-
73
Türkiye
752
50
802
2
1
3
0
0
-
805
Denmark
640
105
745
43
6
49
0
0
-
794
Norway
95
18
113
2
-
2
0
0
-
115
Poland
5
3
8
-
-
-
0
0
-
8
Sweden
91
19
110
-
-
-
0
0
-
110
Iceland
8
1
9
1
-
1
0
0
-
10
Italy
51
26
77
-
1
1
0
0
-
78
United States
174
24
198
-
-
-
0
0
-
198
TOTAL
2,474
354
2,828
238
57
295
-
-
-
3,123
2025
Permanent
Fixed-term or temporary
Non Guaranteed Hours
Employees
Grand
Total
M
F
Total
M
F
Total
M
F
Total
M+F
China
114
16
130
60
38
98
-
-
-
228
Malaysia
136
38
174
19
-
19
-
-
-
193
Australia
3
-
3
2
-
2
-
-
-
5
Belgium
403
57
460
19
2
21
-
-
-
481
France
27
4
31
-
-
-
-
-
-
31
Egypt
54
11
65
8
-
8
-
-
-
73
Türkiye
653
41
694
4
3
7
-
-
-
701
Denmark
635
106
741
41
13
54
-
-
-
795
Norway
87
16
103
3
-
3
-
-
-
106
Poland
5
3
8
-
-
-
-
-
-
8
Sweden
94
16
110
2
1
3
-
-
-
113
Iceland
8
2
10
-
-
-
-
-
-
10
Italy
53
27
80
-
1
1
-
-
-
81
United Arab Emirates
-
-
-
1
-
1
-
-
-
1
USA
179
23
202
-
-
-
-
-
-
202
TOTAL
2,451
360
2,811
159
58
217
-
-
-
3,028
509 employees left the Company during 2025, and the turnover rate was 17%.
New hires and employee turnover (determined as FTE at 31 December of the financial year)
The number of new hires and leaving employees during the course of the year are indicated respectively as
“incoming” and “outgoing”. However, it has to be taken into consideration that the Company avails of temporary
labour in order to meet the unexpected increases in production volumes as well as to compensate the absence of
labour during annual leaves or in cases of sickness leaves.
Therefore, the temporary employees have to be detracted from the amounts of incoming and outgoing employees
for understanding the actual flows of employees during the course of the year. The calculation of the Group personnel
by geographical area, gender and contract type was carried out with respect to the data received from the various
countries.
The table below summarises the main workforce figures by category as of 31 December 2025.
Director’s Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 272
2024
Executives
Managers
White-collars
Blue-collars
Total
M
F
Total
M
F
Total
M
F
Total
M
F
Total
M
F
Total
Total
37
4
41
253
51
304
646
300
946
1,776
56
1,832
2,712
411
3,123
2025
Executives
Managers
White-collars
Blue-collars
Total
M
F
Total
M
F
Total
M
F
Total
M
F
Total
M
F
Total
Total
36
4
40
232
51
283
650
311
961
1,692
52
1,744
2,610
418
3,028
As of 2025, Cementir has introduced a new staff classification, subdividing the categories of Executives, Managers,
Employees and Workers on the basis of the level of the position held (pay grade).
S1-7 – Characteristics of non-employees in the undertaking’s own workforce
The workforce of the Cementir Group comprises 855 employees. Cementir uses contractors mainly for the execution
of operations within the quarries, and for packaging operations within the cement plants. The Group’s workforce is
mainly composed of personnel hired with permanent and full-time contracts.
The table below summarises the main workforce figures by category as of 31 December 2025.
2024
Intern
Quarry
Packing
Activities
Maintenance
Temporary
from
Agencies*
Consultant
*Other
Total
Nordic and Baltic
countries
1
-
-
-
28
-
-
29
Belgium
-
-
-
-
7
9
-
16
North America
-
-
-
-
4
-
-
4
Türkiye
11
238
65
25
19
1
190
549
Asia Pacific
2
-
36
7
-
1
36
82
Head Quarter
-
-
-
-
-
2
6
8
Egypt
-
-
-
-
28
-
272
300
TOTAL
14
238
101
32
86
13
504
988
2025
Intern
Quarry
Packing
Activities
Maintenance
Temporary
from
Agencies*
Consultant
*Other
Total
Nordic and Baltic
countries
3
-
-
-
61
-
-
64
Belgium
-
-
-
-
9
11
-
20
North America
-
-
-
-
3
-
-
3
Türkiye
4
-
62
32
14
5
180
297
Asia Pacific
2
-
47
6
-
-
31
86
Head Quarter
-
-
-
-
-
2
6
8
Egypt
-
-
-
-
28
2
347
377
TOTAL
9
-
109
38
115
20
564
855
S1-8 – Collective bargaining coverage and social dialogue
In 2025, approximately 61% of the employees of the entire Group were covered by collective agreements in line with
those in force for the previous year. This percentage varies from country to country depending on the applicable local
legislation and on the job classification categories.
Industrial Relations also have an active role in the Company’s commitment in terms of health and safety,
characterised by active participation on the part of the union and workers. As at December 2025, the number of
Director’s Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 273
employees covered by collective agreements within the EEA, represented by the country in which the Company has
significant employment levels, is shown in the table below:
DENMARK
Percentage of Employees with Collective
Bargaining Agreement
No.
2024
EEA Employees
Number of employees represented by
workers' representative
Number of people
558
Total number of employees
Number of people
794
Coverage index
%
70%
Percentage of Employees with Collective
Bargaining Agreement
No.
2025
EEA Employees
Number of employees represented by
workers' representative
Number of people
536
Total number of employees
Number of people
795
Coverage index
%
67%
BELGIUM
Percentage of Employees with Collective
Bargaining Agreement
No.
2024
EEA Employees
Number of employees represented by
workers' representative
Number of people
507
Total number of employees
Number of people
507
Coverage index
%
100%
Percentage of Employees with Collective
Bargaining Agreement
No.
2025
EEA Employees
Number of employees represented by
workers' representative
Number of people
506
Total number of employees
Number of people
506
Coverage index
%
100%
Outside the EEA, the percentage of the employees covered by collective bargaining agreements by region is
represented in table here below:
Number of Employees with Collective
bargaining agreement
No.
2024
EEA
Employees
Non EEA
Employees
Total
Number of Employees with Collective
bargaining agreement
Number of people
-
378
378
Total number of employees
Number of people
-
805
805
Coverage index
%
0
47%
47%
Director’s Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 274
Number of Employees with Collective
bargaining agreement
No.
2025
EEA
Employees
Non EEA
Employees
Total
Number of Employees with Collective
bargaining agreement
Number of people
-
318
318
Total number of employees
Number of people
-
701
701
Coverage index
%
0
45%
45%
For detailed information on the social dialogue (i.e. agreement with Cementir workers for representation by a
European Works Council (EWC), number; and the percentage of Cementir total employees covered by collective
bargaining agreements), refer to the “Industrial Relations” paragraph in “S1-2 Processes for engaging with own
workers and workers’ representatives about impacts” section.
S1-9 – Diversity metrics
The gender distribution with specific reference to Top Management is presented here below:
2024
Executives
Total
Men
Women
Total number
37
4
41
Total %
90%
10%
100%
2025
Executives
Total
Men
Women
Total number
36
4
40
Total %
90%
10%
100%
The definition of top management is shown in the table below:
Nordic and Baltic
countries
CEO+CFO
Belgium
CEO + SECONDMENTS
North America
CEO + MANAGING DIRECTOR
Türkiye
CEO + LOCAL CHAIRMAN
Asia Pacific
CEO + MANAGING DIRECTOR + SECONDMENTS
Head Quarter
All managers, pursuant to the National Collective Bargaining Agreement.
Egypt
CEO
The gender distribution of the members of the Board of Directors and the Committees of the Cementir Holding is
shown in the table below. The following tables show the distribution of the Board of Directors and of the Committees
as at 31 December of each of the last three financial years in terms of diversity by age and gender, considering the
latter official in the absence of communication of different gender identities:
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Diversity of the Board of Directors by age and gender
Composition of
corporate bodies
2023
2024
2025
Men
Women
Total
Men
Women
Total
Men
Women
Total
Board of Directors
Under 30
0
0
0
0
0
0
0
0
0
30-50
1
2
3
0
0
0
0
0
0
Over 50
3
2
5
4
4
8
4
4
8
TOTAL
4
4
8
4
4
8
4
4
8
Of which
independent
0
3
3
0
3
3
0
3
3
Audit Committee
Under 30
0
0
0
0
0
0
0
0
0
30-50
0
1
1
0
0
0
0
0
0
Over 50
0
2
2
0
3
3
0
3
3
TOTAL
0
3
3
0
3
3
0
3
3
Of which
independent
0
3
3
0
3
3
0
3
3
Remuneration and Nomination Committee
Under 30
0
0
0
0
0
0
0
0
0
30-50
0
1
1
0
0
0
0
0
0
Over 50
0
2
2
0
3
3
0
3
3
TOTAL
0
3
3
0
3
3
0
3
3
Of which
independent
0
3
3
0
3
3
0
3
3
Sustainability Committee
Under 30
0
0
0
0
0
0
0
0
0
30-50
0
1
1
0
0
0
0
0
0
Over 50
1
2
3
1
3
4
1
3
4
TOTAL
1
3
4
1
3
4
1
3
4
Of which
independent
0
3
3
0
3
3
0
3
3
The age distribution of the employees of the Cementir Holding is shown below:
2024
Total
Men
Women
Total
< 30
327
56
383
30-50
1,339
232
1,571
> 50
1,046
123
1,169
Total
2,712
411
3,123
2025
Total
Men
Women
Total
< 30
281
63
344
30-50
1,271
223
1,494
> 50
1,058
132
1,190
Total
2,610
418
3,028
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S1-10 – Adequate wages
The Cementir Group guarantees staff a remuneration package adequate to the breadth, complexity and strategic
nature of the role, anchoring the values to the local reference market.
• External Benchmark: An external provider is used for the selection and analysis of benchmark
remuneration data, ensuring remuneration competitiveness on the labour market.
• Review Frequency: The remuneration parameters are updated annually. In the event of high inflation, a
more frequent review may be considered to mitigate the impact on purchasing power.
• Wage Increase Variables: The increase is defined considering:
o Pay equity with respect to the local market.
o Individual performance rate.
o Inflation of the country.
o Available budgets.
• Process management: The salary review process is managed by the local Human Resources
Department, in line with local timelines and specificities, in accordance with the guidelines of the Group
Remuneration and Benefits Function.
In 2025, no employee of the group received an “inadequate” salary in any area / region where the group operates.
The Company adopts a reward structure aimed at the correct balance between the monetary component and the
valuation of the non-monetary component.
• Meritocracy: The increase in the basic salary or the variable level of incentive is decided on the basis of two
main elements: market positioning and performance rate (defined by the Performance Management process).
• Loyalty Plan: The Group adopts a retention plan based on the overall macroeconomic scenario and national
wage benchmarks, with regular updates to address market risks.
The standard salary paid to new hires in the first year is higher than the minimum required by law and equal pay
is guaranteed without differences based on gender.
For further information on adequate wages, refer to the « Industrial Relations” paragraph in “S1-2 Processes for
engaging with own workers and workers’ representatives about impacts” section.
S1-11 – Social protection
At Group level, all employees in all countries are protected against loss of income resulting from significant life
events such as, for example, illness, accidents at work that have caused personal injury, parental leave, and
retirement.
S1-12 – People with disabilities
Due to legal restrictions under the EU General Data Protection Regulation (GDPR), which applies to all EU member
states and EEA countries, as well as similar personal data protection principles established by national legislation in
the countries where the company operates outside the EU and EEA, it is unable to report all the number of persons
with disabilities within its organisation.
For the countries not present in the table, the data cannot be disclosed/collected due for legal reasons
Director’s Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 277
2024
Country
Men
Women
China
1.17%
0.00%
Malaysia
0.00%
0.00%
Australia
0.00%
0.00%
Egypt
6.45%
0.00%
Türkiye
1.86%
1.96%
Italy
0.00%
3.70%
2025
Country
Men
Women
China
1.15%
1.85%
Malaysia
0.00%
0.00%
Australia
0.00%
0.00%
Egypt
6.45%
0.00%
Türkiye
1.52%
6.82%
Italy
0.00%
3.57%
S1-13 – Training and skills development metrics
In 2025, the Group re-launched the Annual Group Performance Management process that involves all executives,
managers and white-collar employees that were hired within the first half of the year. Employees hired in the second
part of the year, will be involved in the process starting from the following year. This approach enables Cementir to
monitor and align employees’ objectives, competencies and development plans with the Group’s strategic objectives.
The Performance Management Process will support the development of a new perspective on performance
evaluation. It is not only a tool for aligning people with business strategy but also a process that can stimulate constant
development of organisational skills and competencies among people.
In the 2025 Annual Group Performance Management process each employee received two performance reviews;
the same number of reviews have been received last year and consequently in line with the previous year. The
Annual Group Performance Management Process covered the 67.6% of the total employees.
Employees who receive regular performance reviews
Employees who receive regular
performance reviews
2024
Men
Women
Total
Executives
35
4
39
Managers
247
49
296
White-collars
602
275
877
Blue-collars
849
50
899
Employees who receive regular
performance reviews
2025
Men
Women
Total
Executives
36
4
40
Managers
226
50
276
White-collars
583
274
857
Blue-collars
898
52
950
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Employees who receive regular performance reviews
2024
Men
Women
Executives
95%
100%
Managers
98%
96%
White-collars
93%
92%
Blue-collars
48%
89%
Cementir Academy
The Group has significantly continued its digital and in-person training activities, developing multiple content pieces
aligned with key regulatory and business developments.
Specifically, the Group has implemented the following Talent Management initiatives, targeting different segments of
the corporate population:
• Confirmed the partnership with LinkedIn Learning platform, increasing the frequency of courses offered
by both Group and local HR departments while also allowing all white-collar employees to select from a variety of
courses on business, technology, and soft skills. Courses are delivered in seven different languages, and cover a
wide range of topics.
• The second edition of the training and development programme for young emerging talents called
“NextGen Development Program” has been completed, and the first edition of the management programme
called “Group Management Acceleration Program (GMAP)” is underway. The goal of both initiatives is to
enhance internal talent, ensure their growth toward managerial positions in the medium and long term, and foster
retention through the definition of a specific career path.
In addition, to ensure continuous development activities, specific local training programmes have been confirmed
such as, for example, the Graduate Programme in Türkiye, launched in 2024 and concluded in 2025 to attract new
talent, and the Leadership programmes in Denmark, Türkiye and Belgium to build loyalty, and develop the
managers present in the organisation. In terms of training, in line with previous years, Cementir Academy has
supported the Group's strategy and the professional development of employees by devising and delivering
new training paths and initiatives. The goal is to provide comprehensive training and development opportunities for
all employees. Some examples are the updating of the Fraud Management and Whistleblowing System courses
aligned with the new procedures, and refresher courses on topics such as Cybersecurity for certain departments and
sessions dedicated to the implementation of new Group tools, following process optimisation and reengineering
projects. Finally, together with the IT department, a course was delivered on Artificial Intelligence aimed at making
the tool known with a focus on the company and raising awareness among employees on the subject. Mandatory
online training for newly hired employees
Employees who receive regular performance reviews
2025
Men
Women
Executives
100%
100%
Managers
98%
96%
White-collars
93%
92%
Blue-collars
48%
89%
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Code of Ethics • • Cybersecurity - Deepfake • • Ransomware • Cybersecurity - Spear Phishing • Diversity, equity and
inclusion • Fraud management • Reporting system • GDPR (General Data Protection Regulation) • Human Rights •
Leadership model • Performance management • Inside information • Environment, social, and governance.
To ensure the highest level of inclusion and accessibility, the courses are mostly delivered in the local language or,
if this is not yet possible, in English. In some cases, these courses have also been extended to workers, with the
organisation of various in-person sessions.
In 2025, 76,268 hours of training were delivered, more than 25 hours for each employee.
The measures put in place involved the entire Group workforce in a cross-functional and balanced way covering
various roles, as can be seen from the summary table of training hours by professional category.
2024
Hours of training
Executives
Managers
White-collars
Blue-collars
Total
Grand Total
M
F
M
F
M
F
M
F
M
F
M+F
TOTAL
496
58
8,496
1,840
15,665
7,825
37,330
1,785
61,987
11,507
73,494
2025
Hours of training
Executives
Managers
White-collars
Blue-collars
Total
Grand Total
M
F
M
F
M
F
M
F
M
F
M+F
TOTAL
509
18
8,113
1,826
16,771
6,031
41,209
1,791
66,603
9,666
76,268
The hours of training provided fall into various categories, ranging from Code of Ethics training to Health & Safety
training, to further specific training such as environmental or cybersecurity training.
Director’s Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 280
Training category
Description
Health and safety
Training on Health and Safety topics for workers.
Technical and functional
The deployment of functional and technical training to upskill Group professional families and
sub-communities (e.g. Environmental training courses).
Management Edu &
Leadership Development
Specific initiative aimed at leadership or management Leadership Development skills
development, managed at Global or Local level. For example, the Emerging Talent programme.
Cultural and Corporate
Training on Code of Ethics, Whistleblowing System, GDPR (General Data Protection
Regulation), Human Rights, Cybersecurity, Performance Management process.
Other
Other types of training, such as language courses.
Hours of training per category
Unit of
measurement
2024
Men
Women
Total
Health and safety
Hours
28,377
2,534
30,911
Technical and functional aspects
Hours
14,590
3,847
18,437
Management Edu & Leadership Development
Hours
14,635
2,910
17,545
Cultural and Corporate aspects
Hours
2,129
885
3,014
Other
Hours
2,256
1,331
3,587
Total hours of training
61,987
11,507
73,494
Hours of training per category
Unit of
measurement
2025
Men
Women
Total
Health and safety
Hours
31,323
2,009
33,332
Technical and functional aspects
Hours
16,544
3,426
19,970
Management Edu & Leadership Development
Hours
11,412
2,828
14,240
Cultural and Corporate aspects
Hours
7,324
1,403
8,727
Other
Hours
-
-
-
Total hours of training
66,602.60
9,665.83
76,268
S1-14 – Health and safety metrics
Six pillars of action
Our roadmap to strengthen safety culture is based on six pillars of action where interdependent approaches by
workers is a key expectation.
To be effective in the implementation of our “Zero accident strategy” the main attitude required, starting with our
managers, is leadership to be felt through visible and exemplary behaviours, proactive commitment and indeed the
involvement of workers viewed as a team.
Director’s Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 281
Category
Key Actions and Initiatives
Leadership in
Practice
- Managers' "Safety Walk & Talk" programme focused on behaviours (culture based on trust)
- Managers participation in incident investigations
- Training programme on "Concrete Leadership"
- Main Objectives (Leading Targets) of Safety
Commitment
and
Responsibility
- Interdependent approach to safety starting from the induction phase
- Proactive contribution of all workers
- Positive reinforcements (e.g. "Value Safety Behaviours")
- Effectiveness of procedures and discipline in the application of “effectiveness and discipline in practice”
Risk
Management
- Identify hazards in all conditions (routine and non-routine, complex, emergency)
- No work prior to adequate risk assessment and authorisation ("Permit to Work" Process)
- Training programme on "Job Safety Assessment" (Job Safety Assessment)
- Timely implementation of the preventive and corrective actions identified
Involvement
and
Participation
- Regular operational committees and meetings
- Periodic "toolbox" meetings at department/shift level on the main risk factors
- Participation in the preparation of operational safety procedures
- Participation in accident investigations and dissemination of results (e.g. Safety Alert)
Competence
and
Awareness
- Safety training on both technical skills and personal attitudes
- Training matrix including all workers and jobs
- Periodic reporting campaigns on unsafe incidents/situations
- Attitude towards safety as a factor in evaluating individual performance
Continuous
Improvement
- Learning from events through Root Cause Analysis
- Implementation and systemic review of standards and best practices (H&S Community)
- Monitoring of key indicators of performance (KPIs), both lagging and leading, and auditing activities (including
suppliers)
Director’s Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 282
Health and Safety
In 2025, the Group recorded a significant reduction in accident rates compared to previous years. This positive trend
has, however, been overshadowed by two tragic fatalities: the first involved an employee at the Izmir plant in Türkiye
and the second a contractor at the Ipoh plant in Malaysia, both during maintenance activities. The internal
investigations have ascertained that, in each case, the accidents were caused by serious violations of company
procedures before the start of work. Adequate targeted corrective actions and preventive actions have been
implemented, with a strong focus on work control/supervision processes, procedural rigour and the reinforcement of
safe behaviours.
Compared to 2024, the Group's total frequency index (employees and contractors/subcontractors) decreased by
22%, with a corresponding impact also in terms of severity. The index of total recordable injuries also improved by
18%. The main causes of injury were slips, trips and falls (42% of the total), mostly relating to the behaviour of
individuals. Specific initiatives have been undertaken on these issues to increase the level of awareness of workers.
In 2025, all the Group's operating entities continued to implement their workers' health monitoring programmes
according to the indications of the occupational physicians. Most of the employees are included in these programmes,
which take into account the result of the risk assessment of the activities carried out by each of them. Over 2,000
health checks were carried out during the year, substantially in line with the relevant site plans. No declarations have
been received from employees in force regarding the onset of occupational diseases that can be linked to the Group's
activities.
As of 31 December 2025, 63% of the people in the Group workforce carried out their activities at ISO 45001 certified
sites/businesses. In 2024, where the perimeter also included the certified plant in Kars – now no longer part of the
Group – it was 58%.
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Workers' health and safety competence includes the knowledge and skills necessary to correctly identify hazards
and manage risks associated with their duties and workplaces. In recent years, the commitment to improving workers'
awareness and skills has been strengthened, adopting a systemic and interdependent approach. In 2025, this path
was continued: the total hours of specific training in the field of health and safety amounted to 33,332, an increase
of 8% compared to 2024. It is important to note that H&S training hours account for over 44% of total Group training
hours.
BOX: Drinking water, sanitation and hygiene in the workplace (WASH)
All employees and contractors who are located at sites that are under the direct control of the
Group's operating companies receive adequate standards of water supply and sanitation in
accordance with the provisions of WASH. At the beginning of 2025, we exceeded the minimum level
of compliance (90%) with WASH standards. At some sites (e.g. Gaurain in Belgium) we have
implemented specific actions in cooperation with local communities for the improvement of
drinking water supply (see section E3 - WATER AND MARINE RESOURCES).
Health and safety data and indicators
Unit
of measurement
2022
2023
2024
2025
Fatal injuries
No.
0
0
0
2
Employees
0
0
0
1
Cement
0
0
0
1
RMC
0
0
0
0
Aggregates
0
0
0
0
Waste
0
0
0
0
Other
0
0
0
0
Contractors/Subcontractors
0
0
023F
24
1
Cement
0
0
0
1
RMC
0
0
0
0
Aggregates
0
0
0
0
Waste
0
0
0
0
24
A fatality involving a contractor in the cement sector is still under investigation by the competent authority to clarify whether or not it was due to
work-related factors.
Director’s Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 284
Other
0
0
0
0
Fatal injury rate
(No. of fatal injuries / hours worked)
x 1,000,000
0.00
0.00
0.00
0.19
Employees
0.00
0.00
0.00
0.18
Cement
0.00
0.00
0.00
0.27
RMC
0.00
0.00
0.00
0.00
Aggregates
0.00
0.00
0.00
0.00
Waste
0.00
0.00
0.00
0.00
Other
0.00
0.00
0.00
0.00
Contractors/Subcontractors
0.00
0.00
0.00
0.20
Cement
0.00
0.00
0.00
0.26
RMC
0.00
0.00
0.00
0.00
Aggregates
0.00
0.00
0.00
0.00
Waste
0.00
0.00
0.00
0.00
Other
0.00
0.00
0.00
0.00
High-consequence injury rate24F
25
(high-consequence injuries/hours
worked) x 1,000,000
0.00
0.09
0.00
0.00
Employees
0.00
0.17
0.00
0.00
Cement
0.00
0.28
0.00
0.00
RMC
0.00
0.00
0.00
0.00
Aggregates
0.00
0.00
0.00
0.00
Waste
0.00
0.00
0.00
0.00
Other
0.00
0.00
0.00
0.00
Contractors/Subcontractors
0.00
0.00
0.00
0.00
Cement
0.00
0.00
0.00
0.00
RMC
0.00
0.00
0.00
0.00
Aggregates
0.00
0.00
0.00
0.00
Waste
0.00
0.00
0.00
0.00
Other
0.00
0.00
0.00
0.00
Injuries with days of absence
No.
44
37
32
24
Employees
25
17
17
15
Cement
16
10
12
14
RMC
5
5
4
0
Aggregates
1
1
0
0
Waste
2
0
1
0
Other
1
1
0
1
Contractors/Subcontractors
19
20
15
9
Cement
10
13
10
5
RMC
6
7
5
4
Aggregates
2
0
0
0
Waste
0
0
0
0
Other
1
0
0
0
25
High-consequence injuries: injuries at work involving damage from which the worker cannot, does not manage to, or is not expected to fully
recover their state of health pre-accident within 6 months (excluding fatalities).
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Injuries with days of absence rate
(No. of injuries with days of absence
/ hours worked) x 1,000,000
4.2
3.5
2.9
2.3
Employees
4.2
2.9
3.0
2.6
Cement
4.5
2.8
3.3
3.8
RMC
3.3
3.5
2.9
0.0
Aggregates
3.3
3.2
0.0
0.0
Waste
11.5
0.0
9.6
0.0
Other
3.0
3.1
0.0
5.8
Contractors/Subcontractors
4.2
4.1
2.9
1.8
Cement
3.4
4.0
2.5
1.3
RMC
4.9
5.6
5.3
5.1
Aggregates
10.0
0.0
0.0
0.0
Waste
0.0
0.0
0.0
0.0
Other
19.9
0.0
0.0
0.0
Total Recordable Injuries25F
26
No.
118
108
113
90
Employees
69
60
76
65
Cement
48
44
42
40
RMC
9
11
25
13
Aggregates
2
1
4
7
Waste
4
2
5
3
Other
6
2
0
2
Contractors/Subcontractors
49
48
37
25
Cement
36
30
22
14
RMC
10
15
13
10
Aggregates
2
1
1
1
Waste
0
2
1
0
Other
1
0
0
0
26
Recordable injuries: the sum of fatalities, injuries with days of absence, injuries limiting work and cases requiring medical treatment.
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Recordable injury rate
(no. of recordable injuries/hours
worked) x 1,000,000
11.4
10.2
10.3
8.5
Employees
11.7
10.4
13.3
11.5
Cement
13.5
12.2
11.6
10.9
RMC
6.0
7.7
18.2
9.8
Aggregates
6.6
3.2
13.8
24.6
Waste
23.1
14.1
47.9
40.2
Other
17.9
6.1
0.0
11.7
Contractors/Subcontractors
11.0
9.9
7.1
5.1
Cement
12.1
9.2
5.5
3.6
RMC
8.2
11.9
13.9
12.7
Aggregates
10.0
4.4
5.0
5.0
Waste
0.0
51.9
26.1
0.0
Other
19.9
0.0
0.0
0.0
Days of absence from work due to injury
No.
943
775
950
533
Employees
573
431
585
369
Cement
431
329
441
314
RMC
109
49
138
0
Aggregates
1
49
0
0
Waste
16
0
6
46
Other
16
4
0
9
Contractors/Subcontractors
370
344
365
164
Cement
245
142
237
67
RMC
103
202
128
97
Aggregates
17
0
0
0
Waste
0
0
0
0
Other
5
0
0
0
Injury severity rate
(days absent from work due to
injuries/hours worked) x 1,000
0.09
0.07
0.09
0.05
Employees
0.10
0.07
0.10
0.07
Cement
0.12
0.09
0.12
0.09
RMC
0.07
0.03
0.10
0.00
Aggregates
0.00
0.16
0.00
0.00
Waste
0.09
0.00
0.06
0.62
Other
0.05
0.01
0.00
0.05
Contractors/Subcontractors
0.08
0.07
0.07
0.03
Cement
0.08
0.04
0.06
0.02
RMC
0.08
0.16
0.14
0.12
Aggregates
0.08
0.00
0.00
0.00
Waste
0.00
0.00
0.00
0.00
Other
0.10
0.00
0.00
0.00
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Injury severity rate
(days absent from work due to
injuries/hours worked) x 1,000
0.09
0.07
0.09
0.05
Employees
0.10
0.07
0.10
0.07
Cement
0.12
0.09
0.12
0.09
RMC
0.07
0.03
0.10
0.00
Aggregates
0.00
0.16
0.00
0.00
Waste
0.09
0.00
0.06
0.62
Other
0.05
0.01
0.00
0.05
Contractors/Subcontractors
0.08
0.07
0.07
0.03
Cement
0.08
0.04
0.06
0.02
RMC
0.08
0.16
0.14
0.12
Aggregates
0.08
0.00
0.00
0.00
Waste
0.00
0.00
0.00
0.00
Other
0.10
0.00
0.00
0.00
Near Misses
No.
714
755
903
1,240
Cement
483
435
648
891
RMC
201
290
163
164
Aggregates
26
21
64
84
Waste
0
2
0
6
Other
4
7
28
95
Hours worked
millions of hours
10.3
10.6
10.9
10.6
Employees
5.9
5.8
5.7
5.7
Cement
3.6
3.6
3.6
3.7
RMC
1.5
1.4
1.4
1.3
Aggregates
0.3
0.3
0.3
0.3
Waste
0.2
0.1
0.1
0.1
Other
0.3
0.3
0.3
0.3
Contractors/Subcontractors
4.4
4.8
5.2
4.9
Cement
2.9
3.3
4.0
3.9
RMC
1.2
1.3
0.9
0.8
Aggregates
0.2
0.2
0.2
0.2
Waste
0.0
0.0
0.0
0.0
Other
0.0
0.0
0.1
0.0
Occupational illness
No.
0
0
0
0
Occupational illness rate
(No. reports received/hours worked)
x 1,000,000
0.0
0.0
0.0
0.0
ISO 45001 employee coverage
%
50
57
58
63
Specific Health and Safety training
hours
22,200
33,117
30,911
33,332
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S1-15 – Work-life balance metrics
Cementir is committed to supporting its employees in their parenthood journey.
2024
Men
Women
Employees entitled to parental leave
98%
97%
Employees entitled to carers' leave
45%
59%
Employees who took parental leave on employee entitled
3%
6%
Employees who took carers' leave on employee entitled
1%
2%
Return to work rate of employees that took parental leave
100%
77%
Return to work rate of employees that took carers’ leave
100%
100%
2025
Men
Women
Employees entitled to parental leave
97%
97%
Employees entitled to carers' leave
63%
74%
Employees who took parental leave on employee entitled
3%
7%
Employees who took carers' leave on employee entitled
1%
3%
Return to work rate of employees that took parental leave
99%
67%
Return to work rate of employees that took carers’ leave
95%
92%
Cementir is committed to supporting its employees throughout the parenting journey, promoting a work environment
that fosters a balance between professional life and family responsibilities. Also in 2025, 97% of the women in the
Group were entitled to take the leave provided in the event of the birth of a child, as evidence of the company's
commitment to ensuring adequate and inclusive protections.
The table in the previous section illustrates further information regarding:
• the total number of employees entitled to parental leave,
• the number of those who actually made use of it,
• and the number of employees who returned to work in the reference period at the end of the leave.
The percentage of employees entitled to parental and/or carers’ leave is calculated considering all those who, on
the basis of national regulations, collective agreements or local policies, may benefit from leave for the birth of a
child.
Similarly, the percentage of employees who took leave is determined by comparing the number of those who took
at least one day of leave in 2025 to the total number of those entitled.
Through these monitoring tools, the Group ensures transparent management of its policies in support of parenting,
enhancing the well-being of people and contributing to the creation of a fair and responsible working environment.
S1-16 – Remuneration metrics (pay gap and total remuneration)
Total remuneration
In 2025, the ratio between the annual total remuneration of the most paid employee and the median of all other
employee’s annual total remuneration was 98.
Total Annual Remuneration includes Base Annual Gross Salary, Variable Incentives (Sales incentives, short- and
long-term variable plans), Profit Sharing, other variable cash payment. Variable incentives are considered as Actual
paid during the reference year, taking into account pro-rata calculation linked to the effective presence in the
company. Moreover, it has to be highlighted that for the specific calculation of the total remuneration the effect of
accounting for hyperinflation (IAS29) is excluded from the personnel cost.
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The remuneration strategy of Cementir is aimed at guaranteeing a fair and attractive reward package, considering
the individual performance, the internal equity, the market practices, the macroeconomic and social environment in
continuous evolution. A fair and attractive remuneration is a key pillar to attract, retain and motivate key people, and,
at the same time, to promote a conduct in line with the corporate culture and values. Cementir Holding adopts a “total
reward” strategy that provides different tools to remunerate its employees, who are motivated through a competitive
basic remuneration; a short-term variable incentive, assessed and disbursed on an annual basis; a long-term variable
incentive for top management roles; and a welfare offering capable of balancing personal and professional needs.
Furthermore, Cementir Holding total reward strategy previews career plans, training and development opportunities
and international assignments possibilities, all aimed to foster professional growth. The remuneration and benefits
processes for the Company Top Management are directly managed by the Headquarters Human Resources and
Organisation Department, specifically by the Global Remuneration & Benefits function.
Gender Pay Gap
In 2025, the Group confirmed its commitment to diversity, equity and inclusion by continuing the analysis initiated in
2023 through a pilot study in Türkiye and extended in 2024 to the entire population of the Group (excluding Sweden).
For 2025, the Group consolidated this approach by conducting the analysis of the gender pay gap across the entire
Group population. The data considered are updated as of 31 July 2025, as no significant salary changes were
observed in the latter part of the year, due to the completion of the salary review process in that month, and also the
conversion rate actually used is that of the aforementioned date.
Related to the outcome of the analysis, it is important to note some conditions related to the Cement industry that
affect the high-level analysis:
- There are more men than women (13% women vs. men at Group level);
- Women are underrepresented in business roles compared to staff roles (9% vs. 42%);
- It should be noted that the single indicator used does not account for regional salary differences across the
areas where the Group operates;
- Different seniority can affect the results;
- Unique KPI including BCs and WCs.
The mean gender pay gap across the Group is -2.02% considering the ESRS (ESRS S3 Equal Opportunities)
formula: (((Average Gross Hourly Level of Male Employees - Average Gross Hourly Level of Female Employees)/
Average Gross Hourly Level of Male Employees))*100).
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2024 2025
Given the aforementioned conditions of the cement industry, the Human Resources Department conducted a more
in-depth analysis, as had already been the case in previous years. The analysis showed that, where the presence of
the less represented gender is statistically significant, no significant deviations are found for the same role.
The Group has adopted the Human Rights Policy to raise awareness among employees and suppliers. Operations
are aligned with the Fundamental Conventions of the International Labour Organization (ILO) (forced labour,
collective bargaining, child labour, discrimination).
The Code of Ethics complements these principles, expressly prohibiting any form of abuse of position and unlawful
conduct detrimental to the person (e.g. child labour, trafficking, discrimination).
• Monitoring: In 2024, a structured audit on Human Rights was conducted on a regular basis in each country.
• Training: Specific training (compulsory) was launched during 202, while in 2025, to continue supporting the
dissemination of these topics, specific non-compulsory courses were offered to employees on the reference platform.
The Cementir Group, operating internationally, manages diversity with attention to cultural and religious
differences (e.g. dedicated prayer rooms and prohibition of consumption of specific foods in Malaysia).
The Group actively monitors and improves the culture and working environment through external certifications:
Companies
Year
Certification
Methodology
Result (2025)
Çimentaş
(Türkiye)
2025
Happy Work Place
Employee survey + verification
governance HR (Score > 70)
Certificate obtained
SWC (Egypt)
2025
Best Place to Work
in Egypt
Employee survey + verification
governance HR (Score > 70)
No. 7 in the Top Workplace
ranking in Egypt
These results, obtained from evaluations that cover culture, leadership and talent management, reflect the
commitment of management to creating positive, safe and respectful workplaces.
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S1-17 – Incidents, complaints and severe human rights impacts
In 2025 and in 2024 no work-related incidents of discrimination - on the grounds of gender, racial or ethnic origin,
nationality, religion or belief, disability, age, sexual orientation, or other relevant forms of discrimination involving
internal and/or external stakeholders across operations- have been found.
Incidents, complaints and severe human rights impacts
Total number of incidents of discrimination, including harassment,
No incidents of discrimination were reported.
Number of complaints filed through channels to raise concerns (including grievance
mechanisms) and, where applicable, to the National Contact Points for OECD
Multinational Enterprises.
0
Total amount of fines, penalties, and compensation for damages as a result of the
incidents and complaints disclosed above, and a reconciliation of such monetary
amounts disclosed with the most relevant amount presented in the financial
statements.
0
The number of severe human rights incidents connected to the undertaking’s
workforce in the reporting period, including an indication of how many of these are
cases of non-respect of the UN Guiding Principles on Business and Human Rights,
ILO Declaration on Fundamental Principles and Rights at Work or OECD Guidelines
for Multinational Enterprises. If no such incidents have occurred, the undertaking
shall state this.
0
The total amount of fines, penalties and compensation for damages for the incidents
described in (a) above, and a reconciliation of the monetary amounts disclosed in
the most relevant amount in the financial statements.
No penalties and fines thanks to the audit carried out
yearly by Internal Audit Function.
S2 Workers in the value chain
"Our set of rules, the Supplier Code of Conduct, represents a crucial element of our cooperation and continuous
dialogue with our suppliers.”
SBM 2 – Stakeholder interests and opinions: Workers in the value chain
In compliance with the requirements of paragraph 43 of ESRS 2 SBM-2, Cementir Holding systematically integrates
the interests, opinions and rights of workers present in its value chain into strategic decision-making processes and
business model. The Group recognises that these workers represent an essential category of stakeholders and that
the company's activities can have a significant impact on working conditions, health, safety, human rights and
professional development opportunities throughout the production cycle.
Cementir adopts a structured approach to the involvement of stakeholders, based on processes of identification,
listening and prioritisation of material issues, as described in its materiality and stakeholder engagement path. In this
context, workers in the value chain — including suppliers, contractors and industrial partners — are involved through
regular consultations, feedback mechanisms and the application of the Supplier Code of Conduct, which defines
stringent standards regarding the protection of human rights, working conditions and occupational health and safety.
The outcomes of the dialogue with these stakeholders and supply chain analyses feed into the definition of the
Group's ESG priorities and directly contribute to guiding the industrial strategy, including decarbonisation initiatives,
operational efficiency programmes and projects to improve working conditions at production sites and at external
partners. Cementir's commitment to human rights is also reaffirmed in the Code of Ethics and corporate policies,
which provide for due diligence processes and continuous monitoring along the supply chain to prevent risks of abuse
or violation of fundamental rights.
Finally, the growing attention to risks and social opportunities deriving from the value chain is reflected in the
progressive improvement of the Group's ESG performance and greater transparency towards investors and
stakeholders, as demonstrated by the results obtained in the main sustainability ratings. This confirms that integrating
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the interests of workers in the value chain not only reduces operational risks, but contributes to creating long-term
value, strengthening the resilience and overall sustainability of Cementir Holding's business model.
Strategy
SBM-3 - Material impacts, risks and opportunities and their interaction with strategy and business model
Definition of value chain workers
Cementir defines value chain workers as:
• Functional workers: those who contribute directly to Cementir's operations.
• On-site workers: individuals physically present at the Cementir plants.
For a detailed overview of the categories of workers, please refer to the “General Information” section of this report.
Assessment Process
The process of identifying and assessing the material impacts, risks and opportunities related to workers in the value
chain is described in:
• Impact Materiality Assessment
• Financial Materiality: Risk and Opportunity Assessment
Please refer to chapter “General Information”. Due to limited traceability in the downstream phase of the value chain,
Cementir requires all suppliers working with or for the company to apply Cementir’s policies and procedures.
Cementir requires its procurement partners to align with the Group's management principles and model, in order to
ensure consistent and human rights-respecting working practices along the entire value chain. In this context, specific
attention is paid to extraction and quarrying activities, which in some geographical areas present a higher intrinsic
risk of violations of fundamental rights. In particular, operations located in China, Malaysia, Türkiye and Egypt are
considered areas at significant risk of forced labour, both due to the nature of the processes and the regulatory and
socio-economic context in which they operate.
The Group's Enterprise Risk Management (ERM) System supports the identification, prevention and monitoring of
such risks along the value chain. In particular, the system provides specific measures to:
• guarantee the absolute prohibition of child labour in all operational activities and at suppliers;
• monitor potential cases of forced or compulsory labour at significant operational sites and in the supply chain;
• supervise the practices of suppliers located in high-risk geographical areas, from which raw materials and activities
essential to the business originate.
The materiality analysis conducted by the Group has also made it possible to identify a series of potential negative
impacts not related to the transition to greener or zero-emission operations, but intrinsically connected to the nature
of the extractive activities. These include:
• the high level of contractual uncertainty in upstream activities, often characterised by forms of temporary or non-
continuous work;
• the health risks for workers linked to exposure to silica dust;
• a significant risk of serious and fatal accidents, attributable to the use of heavy machinery and quarrying
operations;
• the possibility of the occurrence of serious human rights violations, including forced labour, trafficking in human
beings and exploitation of child labour.
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The analysis did not highlight material positive impacts associated with these activities, confirming the need for
rigorous monitoring of risks and a constant commitment to ensure that suppliers operate in accordance with the
Group's ethical, social and environmental standards.
The resulting risks are listed below:
Type of Risk
Description
Third Party
Injuries
Injuries to suppliers, carriers, customers or subcontractors near Cementir plants can cause
reputational damage, legal liability, increased insurance costs and reduced EBITDA.
Health and
Safety of
Workers
Injuries, illnesses, and fatalities among workers can result in regulatory penalties, negative
publicity, decreased morale and productivity, increased healthcare costs and compensation
costs, and potential litigation.
Human Rights
Violations
Risks related to child and forced labour in some regions can result in reputational damage,
penalties and increased operating costs.
Impact, risk and opportunity management
S2-1 - Policies related to value chain workers
Cementir Group integrates human rights and occupational health and safety (OH&S) into its sustainability strategy,
in accordance with the UN Guiding Principles on Business and Human Rights, the Universal Declaration of Human
Rights and ILO Conventions. These commitments are formalised in the Group's Human Rights Policy, OH&S Policy,
Code of Ethics and Supplier Code of Conduct, all publicly available on the Company's website.
The Group ensures respect for human rights and workers' rights in all its operations and along the value chain,
promoting freedom of association, collective bargaining and non-discrimination. The Human Rights Policy explicitly
prohibits child labour, forced labour and any form of human rights abuse, applying to all workers, including contract
and informal workers.
Occupational health and safety risks—such as exposure to silica dust and the use of heavy machinery—are
addressed through a preventive culture, standardised procedures, and continuous improvement practices. The
OH&S Policy provides a framework for accident prevention, employee training and the dissemination of best practices
at production sites.
Suppliers are contractually required to comply with Cementir's standards regarding working conditions, health and
safety, and human rights. This includes:
• Risk assessment and mitigation;
• Supply and training on the use of PPE;
• Safe work environments;
• Continuous improvement of performance;
• Compliance with national and international labour laws.
Cementir regularly carries out audits, monitoring of reports (whistleblowing), and evaluations of suppliers based on
social, environmental and ethical criteria. The Industrial Relations function monitors the potential negative impacts
on workers along the value chain, ensuring responsible business conduct even beyond Tier 1 suppliers.
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S2-2 – Processes for engaging value chain workers about impacts
Cementir does not currently have a structured approach to the engagement of supply chain workers, contractors or
subcontractors. The Group is evaluating how to effectively engage these workers regarding impacts, also analysing
the possibility of including them in the definition of objectives and in performance monitoring.
In 2025, the Group took a significant step in strengthening its sustainability governance along the value chain,
adopting the Group Sustainable Procurement Policy, a document that defines ESG principles, criteria and
expectations for all Group suppliers. This Policy, approved by top management and applicable to all companies within
the consolidated perimeter, represents a fundamental pillar for promoting responsible procurement practices,
guaranteeing the protection of human rights, raising environmental standards and disseminating ethical and
transparent behaviour within the network of business partners.
In continuity with this commitment, in 2026 Cementir will continue on the path of integrating the principles of the
Policy into the operational processes, with a specific focus on strengthening the monitoring mechanisms in the
contractual phase. In particular, the Group will work on the inclusion of sustainability clauses in contracts and
general purchasing conditions, in order to formalise clear and measurable requirements relating to ESG issues and
ensure that suppliers operate in line with the standards defined by the Group. This initiative will help make the ESG
risk assessment and monitoring system along the value chain more robust, with priority attention to the impacts
generated by upstream operators.
These activities are part of a broader process aimed at promoting responsible practices, preventing potential negative
impacts, and strengthening relationships with partners who share company values in the areas of human rights,
health and safety, environment, and ethics. The progressive integration of the Group Sustainable Procurement Policy
into the Group's decision-making and negotiation processes is a key element to support sustainable growth and
create shared value with all supply chain stakeholders.
In addition, together with the Purchasing Department, the Company will evaluate the implementation within the next
2 years of a sustainability self-assessment to be submitted to all new suppliers before signing the contract. From the
first contact, all Cementir suppliers will be evaluated based on their social, environmental and ethical responsibilities,
as well as the economic quality and the quality of products or services provided. The self-assessment procedure will
be introduced with the aim of requiring new suppliers of high value-added (HVA) raw materials and components to
self-certify core sustainability performance requirements, in accordance with key national and international labour,
environmental and business ethics regulations.
S2-3 - Processes to remediate negative impacts and channels for value chain workers to raise concerns
Cementir has established a Group Policy for Occupational Health and Safety (OH&S) to prevent occupational accidents
and diseases, in particular those related to exposure to silica dust and the use of heavy machinery.
The policy promotes:
• The harmonisation of local health and safety initiatives.
• Standardisation of procedures.
• Training, coaching and learning from incidents.
Involvement and Expectations of Suppliers:
The Supplier Code of Conduct requires that suppliers:
• Respect national, international and supranational laws.
• Respect human rights, including collective bargaining and social dialogue.
• Adopt grievance mechanisms that ensure confidentiality and protection against retaliation.
• Sign a clause relating to workers' rights and ethical conduct.
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Mechanisms and Complaint Channels:
Cementir's Whistleblowing Management Procedure:
• Complies with EU Directive 1937/2019 and Legislative Decree 24/2023.
• Provides a 24/7 active online whistleblowing channel for internal and external stakeholders, including workers in
the value chain.
• Allows anonymous reporting of violations related to laws, ethics, discrimination, equal opportunities, and ESG
issues.
• Guarantees the protection and confidentiality of the whistleblower.
Complaints and Remedies Management:
Complaints are:
• Evaluated by the Internal Audit Function.
• Checked with the relevant company departments.
• Followed by corrective action plans with defined deadlines.
• The Internal Audit Function reports the statistics on complaints and the progress of corrective actions to the Top
Management.
• Annual data on complaints (type, confirmation status, country) are disclosed in the Sustainability Statement.
Future Improvements:
Cementir will issue a Sustainable Sourcing Policy and update the General Purchasing Conditions for:
• Including sustainability clauses.
• Strengthening awareness of grievance mechanisms among workers in the value chain.
• Promoting anonymous reporting and protection against retaliation.
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S2-4 - Taking action on material impacts on value chain workers, and approaches to managing material risks
and pursuing material opportunities related to value chain workers, and effectiveness of those action.
Impact
Actions taken, planned or underway to
prevent or mitigate material negative impacts
on value chain workers
Tracking and assessment of the effectiveness
of such actions
Responsible
functions
Silica dust inhalation
Heavy equipment
HSE Policy, Training
Safety equipment
Updating of training according to the laws in
force
Number of injuries
Awareness campaign
HSE
Internal Audit
Access to secure
employment
Supplier Code of Conduct
Verification of contracts by the legal department
Signed for acknowledgement
Legal checks that it is correctly signed
Legal
Purchases
Severe Human Rights
Supplier Code of Conduct
Group HR Policy
Grievance mechanism
Human Rights Audit
Internal audit
HUMAN
RESOURCES
In 2025, no cases of human rights violations were reported.
Metrics and targets
S2-5 - Targets related to managing material negative impacts, advancing positive impacts, and managing
material risks and opportunities
Currently, no specific objectives have been planned for workers in the value chain: for example, working conditions,
and other rights related to it.
Nevertheless, with the definition of the Procurement policy, specific targets and metrics will be set within 2026.
S3 Affected Communities
We support our communities
“We create value for local communities, listening to their needs and concerns and basing our relationships with them
on transparency and accountability.” Cementir Holding recognises that the local communities present in the areas in
which the Group operates constitute a fundamental group of stakeholders, able to influence and at the same time be
influenced by company activities. Consistent with the approach to sustainability management and with the
methodological framework adopted for materiality analysis and stakeholder involvement, the company systematically
integrates community interests, expectations and opinions into its business model and long-term strategy definition.
Dialogue with communities is developed through a structured process of continuous listening, which includes
consultations, direct involvement initiatives, collaborations with local institutions, trade associations and civil society
organisations. The aim is to ensure that the main impact areas — including environment, use of natural resources,
air quality, mobility, safety of production sites, economic and employment opportunities — are managed responsibly
and transparently. The Group's commitment to human rights, expressed in its policies and governance, is a key
element in its relationship with communities, particularly in contexts potentially exposed to social or environmental
risks. The opinions and needs expressed by the communities also influence the definition of the Group's strategic
priorities, helping to guide investments in technologies with a lower environmental impact, sustainable innovation
programmes and decarbonisation initiatives for the benefit of the territory, as confirmed by the constant improvement
of ESG performance and the growing transparency recognised by external evaluations. Through targeted projects,
Cementir fosters local socio-economic development, promotes training activities, supports cultural and environmental
initiatives and consolidates the relationship of trust with territorial stakeholders.
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This integrated approach strengthens the company's ability to prevent social risks, mitigate potential negative impacts
and contribute to the creation of shared value in the long term, while consolidating the social license to operate in the
communities that host the Group's activities.
Strategy
SBM-3 Material impacts, risks and opportunities and their interaction with strategy and business model
The process to identify and assess material affected communities-related impacts, risks and opportunities, is
described in the “General Information” chapter, sections “Impact materiality assessment” and “Financial materiality:
risk and opportunities assessment”.
The Cementir Group is constantly improving technical solutions to reduce environmental impact and balance the
interests of the Company with those of local communities. The Group has identified the negative impact that the
companies' activities, in particular related to the production ones, may lead to critical and/or unfavourable attitudes
among local communities and local stakeholders, with consequent deterioration of the Company's image.
In 2025, Cementir identified two material negative environmental impacts. First, the high water requirements needed
for production processes can contribute to pressure on local water resources, particularly in areas characterised by
vulnerability or potential water scarcity. Secondly, emissions into the atmosphere generated by the Group's activities —
including greenhouse gas emissions, criteria air pollutants and hazardous chemicals from on-site fuel combustion and
chemical processes — can result in adverse external impacts on public health.
In 2025, Cementir Holding identified a significant positive impact resulting from the thermal recovery project
implemented at the Aalborg production site. The plant recovers the excess heat generated during the cement production
process to supply it to the local district heating network, currently guaranteeing heating to around 20,000 families in the
city of Aalborg, Denmark. With the entry into operation of future CO₂ (CCS) capture infrastructures, the company plans
to expand the benefit to over 80,000 households, maintaining parallel operation between CCS and heat recovery. This
will allow the local community to continue to have access to district heating classified as renewable, while the plant’s
overall emissions will decrease further. This intervention was therefore recognised in 2025 as a significant positive
impact for local community stakeholders, thanks to its contribution to the energy transition, the reduction of
environmental externalities and the improvement of collective well-being.
To address these critical issues, the Cementir Group has strengthened its dedicated HSE department, which is tasked
with overseeing health, safety, and environmental issues within the Group. Specifically, local HSE managers have been
appointed in all the countries where the company operates. These managers are responsible for maintaining an active
dialogue with local communities, gathering critical issues and complaints, which are then addressed internally by the
Group in collaboration with the relevant departments.
This becomes even more important where increased urbanisation has brought cities closer to the Group's plants,
particularly in Türkiye. For this reason, specific tools have been adopted to map the stakeholders who should be involved
in defining the actions to be implemented and in communicating the relevant measures relating to the operation of the
plants. These tools also allow Group companies to analyse stakeholder complaints and suggestions, in order to provide
the necessary information or plan targeted actions.
As for community members, the Company has focused on organising meetings with groups of residents to provide them
with detailed information about the work and operations that take place at the Group's sites. As an example, in Türkiye,
the proximity of the Elazığ and Izmir plants to residential areas underlines the importance of a constant dialogue with
local communities, which are particularly sensitive to the surrounding environment and the visual impact of the plants.
To address these precise concerns, Çimentaş is adopting specific strategies of engagement and communication with
stakeholders interested in the topic, promoting opportunities for dialogue and mutual debate throughout the year.
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Cementir recognises that its operations can impact various communities, particularly those in proximity to its plants. The
company has identified several groups that may be negatively affected by its activities. Specifically, the affected
communities in scope of this disclosure are limited to:
communities living or working near operational sites, factories, plants or other facilities where the company physically
operates, or more remote communities that are affected by activities at such sites (e.g. due to downstream water
pollution.
ESRS affected communities’ definition
Applicability for Cementir
Communities living or working around the undertaking’s operating sites,
factories, facilities or other physical operations, or more remote communities
affected by activities at those sites (for example by downstream
water pollution)
Yes
Communities along the undertaking’s value chain (for example, those
affected by the operations of suppliers’ facilities or by the activities of
logistics or distribution providers)
Yes
Communities at one or both endpoints of the value chain (for example, at the
point of extraction of metals or minerals or harvesting of commodities, or
communities around waste or recycling sites)
Yes
Communities of indigenous peoples
No
Each single plant provides to organise periodic meetings with the local communities to understand their special needs
or requests, as dust complaints, noise complaints about trucks. HSE manager relates with the local institutions /
associations, through discussion with representatives of local communities. Results of the discussion are then reviewed
internally to identify appropriate and feasible solutions. The frequency of other interactions is determined on a needs-
basis.
All the affected communities by Cementir’s activity (see table above), are impacted by the negative impacts and the risk
identified by the DMA (please, refer to the General information section for the specific description).
Impact, risk and opportunity management
S3-1 - Policies related to affected communities
Cementir has established comprehensive policies to manage its material impact and risks related to affected
communities. These policies are designed to address the specific needs of various communities impacted by the
company's operations.
The Group Water Policy (please, refer to the General Information section to deep-dive) is particularly relevant to
communities in water-scarce regions, as it addresses the company's responsibility to manage water resources
sustainably, thereby reducing potential conflicts over water usage. The policy clearly emphasises that a key
commitment of the Company is to foster a relationship of constructive collaboration, grounded in complete openness
and trust, both within the organisation and with the local community and institutions, in order to address water-related
challenges and promote the conservation of this shared resource.
In addition, Cementir is dedicated to generating value for local communities, as described in the Stakeholder
engagement policy (please, refer to the General Information section to deep-dive), by listening to their voices and
building relationships based on transparency and accountability. This commitment is reflected in the company's
approach to community engagement and its efforts to positively affect local communities.
Cementir's Group Human Rights Policy, Supplier Code of Conduct and Group Code of Ethics aim to support and
guide management and employees in ensuring compliance with international standards, including the United Nations
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Declaration of Human Rights, ILO Conventions and the OECD Guidelines, towards the communities affected by the
Company’s operations. The Company recognises these international principles for respecting and promoting
fundamental human rights in every geographical area in which it operates and in its business relationships.
In particular, as defined in the Group Human Rights Policy, Cementir seeks to avoid involuntary resettlements. In
situations where it is unavoidable, the Company commits to comply with the national governments or regional
authorities’ guidelines on resettlement and rehabilitation and also act in line with international Human Rights norms
on this subject.
In addition, Cementir strives to ensure that the provision of security to its operations and its engagement with public
and private security forces is consistent with the laws of the relevant country and relevant international standards
and guidelines. In addition, the Company will adapt its security arrangements to balance the need for safety while
respecting Human Rights.
Furthermore, the Group works toward understanding and applying sound practices for land and water use consistent
with emerging international practices while respecting Human Rights.
Lastly, the Company recognises that in countries that are politically less stable or where human rights are
compromised dilemmas may arise: including whether or how it can continue to operate in that country with integrity.
Cementir will act in such a way that none of its operations knowingly contribute to the violation of Human Rights.
S3 – 2 Processes for engaging with Affected Communities about impacts
Cementir has focused on organising meetings with groups of residents to provide them with detailed information
about the work and operations taking place at the Group's sites. The Group Corporate Social Responsibility Policy
entailed the perspectives of affected communities.
With specific reference to communities concerned that may be particularly vulnerable to impacts and/or marginalised,
as well as the opinion of specific groups within the communities concerned such as women and girls, the Company,
takes measures organising periodic sessions to understand the views and needs of the communities concerned and
works constantly to satisfy their necessities.
Cementir is committed to listen constantly the needs arising from the affected communities. It has to be noted that at
local level, in all the countries where the Company operates, HSE Manager are responsible for the active dialogue
with local communities supporting their exigencies and specific requests, through regular meeting based on their
needs. Additionally, the Company regularly updates the communities on its activities and gathers their concerns, as
outlined in the Stakeholder Engagement Policy, through the main engagement tools of local communities (dedicated
meetings, direct contact, official reports).
S3-3 - Processes to remediate negative impacts and channels for affected communities to raise concerns
Enterprise Risk Management aims to provide support to the decision-making and operational processes of company
management, to reduce the possibility that specific events could compromise the Group's ordinary operations or the
achievement of its strategic objectives.
The Cementir Group's Internal Control and Risk Management System is integrated with the Group's Sustainability
Strategy. Risk Management and Internal Audit Function are the main responsible for the internal control and risk
management system (second and third level of control). They are responsible for verifying that the Internal Control
and Risk Management System is adequately working with respect to the size and operations of the Group. In
particular, they are responsible to verify that the Management has identified the main risks, evaluated in a consistent
manner, and that the appropriate mitigation actions have been defined and implemented.
In accordance with applicable legislation, the Group has established whistleblowing management process to report
suspected human rights violations and any other potential violation.
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S3-4 - Taking action on material impacts on affected communities, and approaches to managing material
risks and pursuing material opportunities related to affected communities, and effectiveness of those
actions.
Cementir production requires large amounts of water, causing water scarcity and negative impacts on local
communities and other industries. Nevertheless, the Company signed the WASH Pledge, engaging to taking action
on WASH (e.g. water, sanitation and hygiene) at all its workplaces within the next three years. At local level the
Company also decided to clean cars and streets from dust to prevent negative impacts on the affected communities.
In the case of a negative impact, Internal Audit Function is responsible for conducting analyses to identify the issue,
proposing corrective actions to mitigate the identified impact, and overseeing the follow-up to ensure the actions are
properly implemented and maintained.
Thanks to the Enterprise Risk Management the Company is able to identify the actions needed in case of actual or
potential negative impact. The aim is to prevent any kind of negative impact and for this reason the Company with
its Enterprise Risk Management Committee works constantly to prevent risks that could impacts affected
communities. There is a process owner for each risk area, responsible locally for risk mitigation.
The Company has an active dialogue with local communities, listening to the request based on country and
association and their specific needs.
No case of incidents in terms of Human Rights have been found in 2024.
Impact
Actions taken, planned or underway to prevent or
mitigate material negative impacts on affected
communities
Tracking and assessment of the
effectiveness of such actions
Responsible
functions
Water
scarcity
HSE Policy
Water policy
ERM
Correct application of the policy
Dialogue with local communities
Action to enhance the AEC
improvement process
HSE, Internal Audit
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Metrics and targets
S3-5 - Targets related to managing material negative impacts, advancing positive impacts, and managing
material risks and opportunities.
The commitment towards the community is a core principle of Cementir and directly linked to the company’s purpose
of positively affecting local communities. The company is aware that the creation of long-lasting value is strictly linked
to building sustainable initiatives that strengthen local communities and improve their quality of life and well-being.
For all these reasons Cementir is active on several levels, some well-established and present for many years (e.g.
Çimentaş Education and Health Foundation, recovery of heat from kiln fuel), some others occasional but crucial for
building thriving and inclusive communities (e.g. Marche des carrières). It is important to point out that even if in the
presence of objectives there are no metrics in place to date to measure these targets.
The table below shows the donations made by the Group:
Commitment to the community
2023
2024
2025
Charitable donations (EUR)
EUR 47,455.96
EUR 131,975.56
EUR 58,151.76
Community investments (EUR)
EUR 18,300.00
EUR 153,480.54
EUR 160,605.00
Commercial initiatives (EUR)
EUR 294,420.01
EUR 349,047.01
EUR 464,271.00
Total (EUR)
EUR 360,175.97
EUR 634,503.11
EUR 683,027.76
Category
Description
Charitable donations
Refers to one-off or occasional support to good causes in response to the needs and appeals of charitable
and community organisations, requests from employees, or in reaction to external events such as
emergency relief situations.
Community investments
Refers to long-term strategic involvement in, and partnership with, community organisations to address a
range of social issues chosen by the Group (for example, periodical grants / donations to local schools).
Commercial initiatives
Refers to business-related activities in the community, usually undertaken by commercial departments to
directly support the success of the company, promoting its corporate and brand identities and other
policies, in partnership with charities and community-based organisations.
S4 Consumers and end users
“The Group has developed its own direct, closer and ‘local’ business model, to improve customer support and to
understand customers’ needs.”
Cementir Holding considers consumers and end users an integral part of its stakeholder ecosystem, recognising that
the quality, safety and sustainability of products have a direct impact on the well-being of communities, market
confidence and corporate reputation. The dialogue with these stakeholders is part of the broader structured
engagement process adopted by the Group, which involves the identification of priority needs, the systematic
collection of feedback and the monitoring of expectations through dedicated tools, including customer engagement
programmes, training activities and digital systems for listening to customers and evaluating the performance
perceived by them.
The focus on consumers and end users is reinforced by the Group's commitment to sustainable innovation and the
development of products with reduced environmental impact, such as low-emission cement and concrete
technologies and solutions formulated to improve energy efficiency and technical performance in final applications.
Through investments in research, quality control and independent certifications, Cementir ensures high standards of
product safety and information transparency, also supporting the dissemination of Environmental Product
Declarations (EPDs) and comprehensive and reliable technical communication tools.
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The opinions and expectations of customers also help to guide the definition of the Group's commercial and
innovation strategies, as well as the overall ESG priorities, in line with the approach based on double materiality
recognised by the company in the main external sustainability assessments. The constant improvement in the
management of risks related to product quality, compliance and transparency has in fact supported the growth of the
company's reputation and contributed to progress in ESG assessments, confirmed by the increase in scores in
sustainability analyses and independent ratings.
Finally, Cementir promotes a responsible approach in communication and relationship with customers, ensuring
correctness, integrity and accessibility of information, in line with the Code of Ethics and the Group's governance
principles aimed at protecting human rights and preventing any form of deceptive or non-compliant practice. This
approach strengthens trust between the company and the market, helps to prevent reputational and operational risks
and supports the creation of shared value in the long term throughout the chain of use of Cementir products.
Strategy
SBM-3 Material impacts, risks and opportunities and their interaction with strategy and business model
The process to identify and assess material consumers and end-users-related impacts, risks and opportunities, are
described in the “General Information” chapter, sections “Impact materiality assessment” and “Financial materiality:
risks and opportunities assessment”.
Cementir's customers are businesses or organisations that purchase products like cement, aggregates, and ready-
mixed concrete, while end-users are the employees using those products in their work, as well as the public benefiting
from the completed infrastructure.
Consumers are defined as the individuals who use its clients' products or services, specifically citizens who use the
final product for personal purposes. In general, these citizens may face potential risks to their right to privacy and
protection of personal data.
The Company invests in innovation to offer a wide range of high-quality solutions, including special and high-
performance products. By providing detailed information on innovative materials — such as white cement
applications, Ultra High-Performance Concrete and low-emission cements — and offering dedicated technical
support, Cementir ensures that professionals (architects, engineers and construction companies) have complete
information on product performance, sustainability characteristics and correct application methods.
By enabling informed consumer choices, strengthening trust, and ensuring transparent access to quality information,
the company enables customers to make informed decisions. By consistently publishing verified, detailed and
standardised information on its sustainability goals and product characteristics, Cementir Holding supports
consumers and end users in the decision-making process related to sustainable building materials and low-impact
solutions.
The impact is considered to be of medium-positive intensity, as it contributes to increasing economic productivity
through the availability of reliable data for companies and the creation of an informed and aware consumer base,
able to guide the market towards more sustainable and ethical choices.
In addition, Cementir offers value-added services, such as after-sales assistance and consultancy on solutions with
a lower environmental impact, providing technical and qualitative information tailored to the needs of different
projects. Platforms such as InWhite Solutions® provide for close collaboration with customers and partners to
develop innovative and cutting-edge solutions, favouring the direct transfer of technical know-how.
The company collaborates closely with its clients to gain insights into the needs of consumers and end-users,
assessing whether there is any risk of significant negative impact on them.
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Impact, risk and opportunity management
S4-1 - Policies related to consumers and end-users
Customer-centric approach managed through a CRM system for effective responses to the market.
Continuous improvement of the offer, supported by surveys and performance measurements.
Promotion of low environmental impact solutions that meet the circular economy.
Multi-Year Cybersecurity Programme based on the NIST Cybersecurity Framework, sponsored by the COO and
overseen by the Board of Directors.
Technical Controls: Implementation of tools such as XDR, SASE, MFA, vulnerability management and an active
SOC (Security Operation Centre).
Risk Management: Conducting annual assessments, testing a Security Incident Response Plan, regular checks
and management of Confidential Accounts.
Verification and Training: Submission to the rating programme and ethical hacking activities. Continuous training
and periodic phishing campaigns for employee awareness.
The Code of Ethics applies to all stakeholders (customers included), ensuring integrity and legal compliance
(antitrust, corruption).
Whistleblowing Channels: Prepared for violations of the Code of Ethics and unfair practices, open to internal and
external parties (including customers), managed by the Internal Audit Function.
Covered Areas: Financial accounting, violation of laws/regulations, corruption/bribery, antitrust regulations,
health/safety/environmental hazards, discrimination and harassment.
The Human Rights Policy of the Group applies to all stakeholders (including customers), adhering to the principles
of the Universal Declaration of Human Rights and the ILO.
The commitment provides for the respect and promotion of Human Rights in commercial commitments (with
suppliers, clients, subcontractors, etc.) through a proactive approach, monitoring and appropriate contractual
clauses.
The Group's Human Rights Policy has been drafted with reference to the highest international standards, including
reference to customers. Refer to the Human Rights section, “Commitment” paragraph, in S1-1 Policies related to
own workforce.
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S4-2 - Processes for engaging with consumers and end-users about impacts
Cementir adopts a "glocal" strategy that combines international growth (exports to over 70 markets) with a direct and
local approach to improve support and understand the needs of customers.
The Group has developed a close and synergistic business model that coordinates all touchpoints (sales, marketing,
supply chain, technical assistance, laboratories) to improve visibility into the customer value chain.
This allows you to offer a differentiated value proposition that includes:
1. Products and value-added services (logistics, online software tools, online orders, test programmes).
2. Co-development and innovation initiatives.
Focusing on industrial users and decision-makers, Cementir provides a holistic view on costs and environmental
impact, supporting customers in identifying more sustainable and cost-effective solutions for construction. This
supports the requirements ESRS E1/E5 (Climate Change/Resource Use) and S4 (Impact on Consumers).
Cementir engages customers and stakeholders through:
• Events/Seminars: Focused on new trends, solutions for the construction industry, strategic and sustainability
initiatives (e.g. PORTLAND OPEN 2024 for Aalborg Portland).
• Online Resources: Websites, blogs and e-learning platforms for performance, product uses and information
sharing.
• Regional Events: Involvement of local stakeholders (key clients, partners, authorities, residents) to strengthen
the commitment to sustainable development and circularity ambitions (e.g. 125th anniversary of the CCB quarry,
with formal commitments to biodiversity).
This engagement strategy strengthens the Group's stable and sustainable position in the market.
During 2025, Cementir actively participated as an organiser, speaker and exhibitor with its own stands both locally
and internationally, in all reference markets, sharing information on decarbonisation solutions, in particular
FUTURECEM®, D-Carb® and low carbon ready-mixed concrete.
Aalborg Portland has devoted considerable attention to the dissemination of knowledge and information on the
correct use of FUTURECEM low-emission cement, addressing retailers and professional users. This activity was
conducted through numerous evening events throughout Denmark, during which commercial and technical
representatives of Aalborg Portland presented FUTURECEM to companies, bricklayers and operators in the sector.
In October 2025, CCB organised an event that brought together the main customers and partners from the three
business areas — cement, ready-mixed concrete and aggregates — illustrating the pillars of the decarbonisation
strategy and presenting examples of internal projects dedicated to reducing CO₂ emissions.
In November 2025, Aalborg Portland Australia unveiled the new D-Carb solution for the Asia-Pacific region during
the Cement Masonry Association of Australia (CMAA) Forum in Melbourne, involving an audience of key industry
players, including manufacturers, academics, architects, engineers and management figures.
In Denmark, in March 2025, UNICON — an RMC company of Aalborg Portland — established a customer panel with
the aim of strengthening dialogue with the market and gaining a deeper understanding of current and future customer
needs. Within the panel, composed of 15–20 selected and representative customers from different Danish regions,
topics related in particular to sustainability requirements were addressed.
Finally, in November 2025, Çimentaş and Çimbeton participated as Main Sponsors, exhibitors, keynote speakers
and panellists at the Concrete 2025 Expo & Summit, promoting sustainable product solutions, low carbon
technologies and future-oriented innovations.
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Hearing The Voice Of The Customer And Measuring Performance
While operating in a fairly traditional sector, the Group has moved towards a more customer-oriented approach. The
process started internally as a complex management process, for which management and teams received extensive
training and were rewarded based on customer-driven goals and initiatives using “lean” tools.
Customer relationship management (CRM) models and systems have been implemented. Today, sales and
marketing teams use CRM worldwide to track, measure and develop the quality and results of each individual
customer relationship, including anticipating their needs and business opportunities.
Listening to and understanding the Voice of the Customer is a fundamental approach that begins with day-to-day
customer management through each product delivery and extends into more sophisticated and customised activities.
The approach aims to respond effectively and quickly to customers' needs and the problems that arise from feedback
throughout the journey with the customer.
A further objective is to integrate in the next years the understanding of customer needs into business processes and
to use their feedback to build long-term strategies, inspire business decisions and promote continuous improvement.
In addition to some transactional surveys and “informal” monitoring of relationships as part of the entire Group’s day-
to-day business, in Europe and Asia-Pacific (APAC), the Group also conducts a Voice of the Customer Survey (VoC)
annually to measure customer satisfaction and engagement on product quality, services, innovation, relationships,
sales processes, after-sales services and technical support. The results of this survey enable the Group to focus
more on the customer in commercial operations. The organisation uses these important results to develop plans to
optimise its value proposition and to further improve customer satisfaction. The survey also identifies areas for
improvement and is oriented towards strategic inter-functional, inter-company and inter-regional initiatives, some of
which are incorporated in the strategic project programme. In 2025, our market perimeter remained constant, with
enhanced content and greater surveying of populations with an improvement in the number of respondents.
More specifically, in the VoC, among other indicators, Cementir applies the Net Promoter Score (NPS) and Customer
Loyalty Score (CLS). These methodologies allow direct dialogue with customers to continuously improve their
experience and increase their loyalty.
In 2025, the overall value of the Net Promoter Score (NPS) was 58.1, confirming and strengthening the recovery
trend that began in 2023. Regarding the Customer Loyalty Score (CLS), the overall rate for 2025 confirmed a high
level of customer satisfaction for the Group's products and services, registering a score of 98.1, higher than in 2024.
In addition, a growing focus on sustainability has been confirmed, maintaining and expanding questions and moments
of discussion dedicated to this topic.
This trend demonstrates how sustainability is becoming a crucial element in the cement industry, driven by regulatory
pressures, customer expectations and ESG commitments. As a result, having a solid portfolio of sustainable products
and a credible sustainability profile is no longer an option, but a real competitive advantage.
2025
2024
2023
Overall Net Promoter Score (NPS)
58.1
54.8
40.6
Overall Customer Loyalty Score (CLS)
98.1
98.0
94.9
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S4-3 - Processes to remediate negative impacts and channels for consumers and end-users to raise
concerns
Cementir has established a comprehensive whistleblowing channel to facilitate the reporting of unethical conduct,
violations of the Code of Ethics, or other malpractices. This channel is accessible to both internal and external
stakeholders, including consumers and end-users. Reports can be submitted confidentially through various means:
● Online form: A dedicated online form for submitting reports is available on the official website of Cementir;
● Email: Reports can be sent via email to a specified address provided on the website;
● Post: Reports can be posted to a designated address listed on the website;
● Dedicated hotline: A hotline is available for direct communication, ensuring anonymity and confidentiality.
The Internal Audit Function of Cementir Holding is responsible for managing the whistleblowing process across all
companies within the Cementir Group. This department ensures that all reports are handled in compliance with
international standards and the company's Code of Ethics. The process emphasises cooperation between the
Internal Audit Function and the whistleblower, with the latter's willingness to provide all available information being
fundamental for a proper investigation.
By providing these channels, Cementir encourages consumers and end-users to report any concerns or unethical
behaviour, fostering a culture of transparency and accountability within the company.
Whistleblowing Management Procedure is the main channel to report concerning conducts, including omissions, that
do not comply with laws and regulations. The Procedure and its implementation are reviewed on a regular basis and
may be amended if deemed necessary by the Board of Directors, in compliance with the Group policy rules.
S4-4 - Taking action on material impacts on consumers and end-users, and approaches to managing material
risks and pursuing material opportunities related to consumers and end-users, and effectiveness of those
actions
The policies, procedures, and processes established by the company form the foundation for every action taken to
prevent, mitigate, or remediate negative material impacts, including the specific actions and approaches required in
response to each impact.
The company regularly trains its employees to identify phishing attempts delivered via email. This is done by sending
simulated phishing emails to all staff members regularly. Employees who successfully detect and report the phishing
attempt are congratulated, while those who miss the signs are informed about the specific indicators they should
have noticed in the fake phishing email.
To protect against cyberattacks using deceptive websites and fake login interfaces, the company introduced a training
program for all employees, focused on secure login practices. This initiative is part of the company’s ongoing
commitment to strengthening its cybersecurity defences and safeguarding the sensitive information it manages daily.
In 2025, no severe Human Rights issues and incidents connected to Cementir consumers and/or end-users have
been reported.
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Impact
Actions taken, planned or underway to prevent or
mitigate material negative impacts on consumers and
end-users
Tracking and assessment of the
effectiveness of such actions
Responsible
functions
Data
presentation
ICT control
Cybersecurity training
Cybersecurity incident response plan
ICT
HUMAN
RESOURCES
Metrics and targets
S4-5 Targets related to managing material negative impacts, advancing positive impacts, and managing
material risks and opportunities.
A further objective for the coming years is to integrate an even deeper understanding of customer needs into business
processes, systematically valuing their feedback to guide strategic decisions, define long-term priorities, and promote
a path of continuous improvement. At the same time, the Group will proceed with the definition of dedicated metrics
and specific objectives, with the aim of monitoring in a structured way the effectiveness of the initiatives undertaken
and further strengthening the centrality of the customer in the operational and decision-making models.
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GOVERNANCE INFORMATION
G1 - Business Conduct
“Strong governance is a prerequisite for achieving our ESG goals. We have adopted a governance structure
consistent with these objectives, to guide the Group towards a growing level of responsibility and awareness of
sustainability issues. “
GOV-1 – Role of the administrative, supervisory and management bodies
Sound governance is the essential condition for consistently driving the achievement of the Group's ESG objectives.
Cementir Holding N.V. has configured a governance model that integrates transparency, accountability and a strong
focus on sustainability. This structure makes it possible to direct the Group towards a growing assumption of
responsibility and to strengthen the safeguards necessary to ensure continuity, integrity, and alignment with
international standards.
The role of the Board of Directors, its composition and its prerogatives are fully described in the "Corporate
Governance" section of the Director's Report, which also illustrates the main mechanisms for supervising the Group's
risks and ESG strategies.
IRO-1 – Identification and assessment of impacts, risks and opportunities
Cementir applies a structured process to identify and assess material impacts, risks and opportunities, with particular
focus on impacts on local communities and stakeholders involved. This process, illustrated in the "General
Information" chapter through the sections dedicated to the evaluation of the materiality of the impacts and financial
materiality, allows for an integrated analysis of sustainability aspects and the risks that could affect company
performance.
The assessment highlighted, among others, risks related to the management of whistleblowing, the possibility of
misconduct, violations of anti-money laundering and anti-corruption regulations, and possible price manipulation. In
all these cases, potential financial, reputational and operational impacts emerge, which the Group manages through
dedicated safeguards and specific internal control programmes.
In 2025, Cementir generated significantly positive impacts in governance risk management. The rigorous approach
adopted by the Group – which does not carry out direct lobbying activities and does not make political contributions
– has made it possible to maintain transparent institutional interactions consistent with the Policy on Lobbying
Activities and Political Contribution. The dialogue with regulatory bodies, carried out exclusively through industry
associations and technical committees, has contributed to improving the Group's ability to anticipate regulatory
developments in crucial areas such as decarbonisation, technological innovation, occupational safety, environmental
protection and the circular economy.
At the same time, the corporate culture defined by the One Group identity and the Concretely Dynamic principle has
fostered the spread of ethical behaviours throughout the value chain. The global Code of Ethics, whistleblowing
channels accessible in anonymous form, mandatory training programmes completed by 100% of employees, and
policies dedicated to suppliers have consolidated a climate based on trust, responsibility and the prevention of
misconduct. In 2025, strengthening whistleblowing systems helped prevent material risks related to fraud, regulatory
violations and potential environmental damage, improving the overall resilience of the organisation.
Director’s Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 309
G1-1 – Corporate conduct and culture policies
The Group promotes a corporate culture based on integrity, transparency and responsibility, supported by the Code
of Ethics and a structured system of policies and procedures aimed at preventing non-compliant behaviour and
strengthening ethical governance safeguards. The Code of Ethics constitutes the main reference for all employees
and business partners, expressly prohibiting bribes, illegitimate favours, collusion and any request aimed at obtaining
undue advantages.
Since 2015, the Group has introduced an Anti-Corruption Policy that defines roles, responsibilities and expected
behaviours, applicable to all Group companies. In 2016, this framework was further strengthened through an anti-
corruption compliance programme aligned with the UK Bribery Act, which includes a procedure for the management
of gifts and hospitality, a systematic assessment of corruption risk, and due diligence activities on third parties. These
tools, together with the internal controls system and the Internal Audit activity, contribute to the definition and
continuous monitoring of the company culture.
The promotion of ethical culture also takes place through structured training and awareness-raising programmes.
The Cementir Academy offers specific courses on the Code of Ethics, compliance, fraud prevention, reporting
management and, more generally, on the Group's values, corporate culture and leadership. Employees also
participate in courses dedicated to cybersecurity and, since 2025, to the responsible management of Artificial
Intelligence.
The Group guarantees the possibility of reporting illegal activities, violations of the Code of Ethics or non-compliant
behaviour via a whistleblowing platform accessible 24/7, including to external stakeholders. The system ensures
confidentiality, anonymity, prohibition of retaliation and an independent process of evaluation and investigation of
reports. The Internal Audit and Enterprise Risk Management Function oversees the management of risks related to
whistleblower protection, corruption and regulatory compliance, ensuring consistency in the monitoring and mitigation
of risks across all Group companies.
Through these safeguards, training programmes and reporting mechanisms, Cementir guarantees an environment
based on integrity and transparency, and evaluates the effectiveness of its corporate culture through indicators such
as participation in training, volume and type of reports, results of investigations and results of awareness-raising
activities.
G1-3 – Prevention and detection of corruption and bribery
The prevention of corruption and the protection of competition are essential elements for a sector characterised by
complex market structures, such as cement and ready-mixed concrete. For this reason, the Group is equipped with
safeguards that ensure compliance with the laws and the correct management of relations with all stakeholders.
The Ethics Committee, established by the Board of Directors, supervises the implementation of the Code of Ethics,
promotes training initiatives, monitors any violations, and manages the reports received. In 2025, 13 reports of
potential violations were recorded, four of which were confirmed or partially confirmed, resulting in the application of
the necessary disciplinary measures and the initiation of corrective actions on the business processes involved.
The adoption of a comprehensive antitrust policy has also strengthened the Group's ability to ensure compliance with
competition regulations, preventing anti-competitive agreements, abuses of dominant position and other non-
compliant conduct. The policy is supported by local compliance programmes and systematic monitoring by the
Internal Audit.
Director’s Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 310
2025
Total Internal Audit reports
13
of which confirmed or partially confirmed
4
of which filled not confirmed and/or closed being generic
8
of which on-going
1
Countries of provenance of the reports ascertained
China, Denmark and Türkiye
Matter alleged in the reports ascertained
Non-adherence to Group procedures
Outcome of cases investigated
Disciplinary actions, organisational changes, and
operational improvements
Subjects and functions most exposed to the risk of corruption
In line with its risk mapping, Cementir has identified specific functions and roles as most exposed to the risk of
corruption, given the nature of the activities carried out, the interaction with external parties, decision-making power
and the management of critical commercial or financial processes. The main subjects exposed are:
• Regional Managers/Business Unit Chief Officers
• Group Chief Officers
• Sales, Marketing and Business Development Functions
• Supply Chain & Procurement
• Other White-Collar functions with authorising or negotiating powers
• Business Consultants and Other High Impact Third Party Counterparties (BC
FUNCTIONS AT RISK
2025
HEAD OF REGION/BU
MANAGING DIRECTOR
GROUP
CHIEF
OFFICERS
SALES,
MARKETING &
BUSINESS
DEVELOPMENT
SUPPLY
CHAIN
OTHERS WC
BC
TRAINING COVERAGE
Y
Y
Y
Y
-
-
TOTAL
13
8
167
149
628
961
TOTAL RECEIVING TRAINING
13
8
167
147
559
774
FREQUENCY
ANNUALLY
ANNUALLY
ANNUALLY
ANNUALLY
HIRING
-
Computer Based Training
Y
Y
Y
Y
Y
-
TOPICS COVERED
-
-
-
-
-
Definition of corruption
Y
Y
Y
Y
Y
-
Policy
Y
Y
Y
Y
Y
-
Procedures on
suspiscion/detection
Y
Y
Y
Y
Y
-
Etc
-
-
-
-
-
-
Process Description for "Annually" and "Hiring" definitions
In 2024 underlined for new
hiring
Director’s Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 311
G1-4 – Incidents of corruption or bribery
In the three-year period 2023–2025 Cementir has not registered convictions or suffered financial penalties for
violations of anti-corruption or anti-bribery laws. Similarly, no incidents of corruption have been confirmed that have
led to the dismissal of employees or the termination of contracts with business partners.
G1-5 – Political influence and lobbying activities
In 2025, Cementir Holding N.V. maintained an approach based on maximum transparency, integrity and responsibility
in its interactions with institutions, regulatory bodies, industry associations and technical bodies. In line with the Policy
on Lobbying Activities and Political Contributions, the Group has not engaged in direct lobbying and has not made
any political contributions, either direct or indirect, in any jurisdiction. This approach is an essential element of
corporate governance and contributes to the protection of the Group's reputation, reducing compliance risks and
potential conflicts of interest.
Although Cementir does not engage in direct lobbying activities, the Group actively participates in industrial
associations, technical bodies, business federations and chambers of commerce, which represent structured venues
for dialogue with the industrial and institutional system. Participation in these bodies makes it possible to anticipate
regulatory developments in key areas such as decarbonisation, occupational safety, environmental protection,
biodiversity and the circular economy, integrating emerging requirements into industrial plans in a timely manner and
contributing to the development of public policies consistent with the sustainable transition of the sector.
Board of Directors Supervision
The supervision of representation activities and institutional interactions is included in the general responsibilities of
the Board of Directors regarding business conduct, risk management and compliance. As there is no direct lobbying
activity, there is no dedicated oversight process beyond that defined within the overall governance system.
Political contributions
In 2025 Cementir Holding N.V. made no political contributions, neither in monetary form nor in- kind.
As there are no contributions, the accounting policies in-kind are not applicable.
Advocacy positions and topics covered
The activities carried out through industry associations and technical consortia concerned issues closely related to
corporate ESG objectives, including:
• reduction of emissions and alignment with the ETS/CBAM framework;
• circular economy and use of alternative materials;
• occupational safety and technical regulations;
• industry standards for cement and ready-mixed concrete products;
• monitoring of European and international regulatory developments.
The positions held by the Group through these bodies are fully consistent with the ESG strategy and with the
decarbonisation commitments made by the Group.
Director’s Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 312
Interaction with the process of assessing impacts, risks and opportunities
Policy and standard-setting activities contribute to the mitigation of regulatory risks identified through the IRO-1
process, favouring:
• anticipation of regulatory changes;
• the reduction of non-compliance risks;
• access to incentives and public-private partnerships;
• timely alignment with new industrial requirements.
Transparency records
In 2025, the Group is not registered in official lobbying registers, not carrying out activities of direct political influence.
Conflicts of interest and public appointments
In 2025, no member of the Board of Directors or company committees held public office in the previous two years.
Expenses for participation in associations
The following table, based on the Group's administrative data, presents the contributions paid in 2025 to associations,
technical bodies and federations according to the CSRD classification:
The categories with the greatest economic commitment were:
• Business and economic associations amounting to EUR 215,793.11
• Lobbying / advocacy, amounting to EUR 108,619,00, mainly due to membership in European associations in
the cement and ready-mixed concrete sector;
• Technical and standard-setting bodies, equal to EUR 268,446.06, which ensure alignment with technical
developments and international standards;
• Industry associations, with EUR 676,261.87, deriving from participations in territorial and sectoral associations.
Political Involvement and External Collaborations
Cementir is actively engaged in global and national policy discussions on key issues such as climate change,
sustainable infrastructure, innovation, digital transformation, circular economy, and waste management. The
company believes that collaboration with industries, associations, governments, policy-makers, researchers and
innovators is essential to achieve ambitious goals.
Director’s Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 313
Key Collaborations and Memberships
Cementir collaborates with leading global associations to tackle climate change and develop innovative and
sustainable solutions.
• Global Cement and Concrete Association (GCCA): Cementir is a member of the GCCA, with the aim of
promoting innovation and collaboration along the entire value chain of the built environment.
• Through the GCCA, Cementir joined Innovandi in 2019, a network connecting the cement industry and
scientific institutions.
• Cementir is involved in GCCA working groups that develop industry guidelines for a roadmap to net zero
emissions (net zero), health and safety management, and ESG reporting.
• European Cement Association (CementEurope): The Group is a member of CementEurope, where it
participates in working groups to support new legislation and provide feedback to the European Commission on the
EU Taxonomy and the Corporate Sustainability Reporting Directive (CSRD).
• Cementir participates in the CEMENTEUROPE Council and working bodies for Climate and Energy,
Resources and Processes, Health and Safety, and Markets and Products.
• European Cement Research Academy (ECRA): Cementir is a member of ECRA, whose research projects
are related to carbon capture and storage (CCS) technology.
• Local Engagement: Cementir branches are also involved in specific local business associations based on their
operations. These activities do not constitute direct lobbying but represent a contribution to the definition of industry
standards and dialogue with the regulatory system, with a positive impact on the Group's competitiveness and its
ability to align with the requirements of the sustainable transition.
Metrics and targets
G1 - 5 — Expenses for political influence activities, lobbying and participation in associations
Expenditure by geographical area and category
Geographical area
Category
2024 (€)
2025 (€)
EU
Business and economic associations
50.231,00 €
108.939,00 €
EU
Industry associations
558.735,55 €
576.259,88 €
EU
Others (academic bodies / regulators / professional associations)
– €
44.967,00 €
EU
Technical and standard-setting bodies
234.990,10 €
264.917,08 €
EU
Lobbying / advocacy
– €
108.619,00 €
Total EU
843.956,65 €
1.103.701,96 €
Non-EU
Business and economic associations
96.284,99 €
106.854,11 €
Non-EU
Industry associations
80.912,23 €
100.001,99 €
Non-EU
Others (academic bodies / regulators / professional associations)
5.013,37 €
6.427,89 €
Non-EU
Technical and standard-setting bodies
2.575,70 €
3.528,98 €
Non-EU
Lobbying / advocacy
– €
– €
Total Non-EU
184.786,29 €
216.812,97 €
Total EU + Non-EU
1.028.742,94 €
1.320.514,93 €
BLANK PAGE
Director’s Report on the Consolidated and Company Financial Statements 2025 Cementir Holding NV | 314
CONSOLIDATED FINANCIAL STATEMENTS 2025
Cementir Holding NV | 315
Consolidated Financial Statements 2025 Cementir Holding NV | 316
CONSOLIDATED FINANCIAL STATEMENTS
Consolidated statement of financial position
(Before profit appropriation)
(EUR'000)
Note 31 December 2025 31 December 2024
ASSETS
Intangible assets with a finite useful life
1
191,824
194,593
Intangible assets with an indefinite useful life (goodwill)
2
434,556
448,262
Property, plant and equipment
3
948,049
990,085
Investment property
4
117,182
116,815
Equity-accounted investments
5
10,581
10,136
Other equity investments
6
7,377
384
Non-current financial assets
9
29
529
Deferred tax assets
20
38,916
41,694
Other non-current assets
11
563
402
TOTAL NON-CURRENT ASSETS
1,749,077
1,802,900
Inventories
7
240,106
228,135
Trade receivables
8
147,666
181,786
Current financial assets
9
6,492
17,635
Current tax assets
10
17,353
13,280
Other current assets
11
73,810
26,385
Cash and cash equivalents
12
618,783
485,603
TOTAL CURRENT ASSETS
1,104,210
952,824
TOTAL ASSETS
2,853,287
2,755,724
EQUITY AND LIABILITIES
Share capital
159,120
159,120
Share premium reserve
27,701
27,701
Other reserves
1,459,806
1,328,570
Profit (loss) attributable to the owners of the parent
206,405
201,640
Equity attributable to owners of the Parent
13
1,853,032
1,717,031
Reserves attributable to non-controlling interests
119,453
126,538
Profit (loss) attributable to non-controlling interests
2,497
12,815
Equity attributable to non-controlling interests
13
121,950
139,353
TOTAL EQUITY
1,974,982
1,856,384
LIABILITIES
NON-CURRENT LIABILITIES
Employee benefits
14
20,259
25,941
Non-current provisions
15
25,339
25,322
Non-current financial liabilities
17
117,041
159,427
Deferred tax liabilities
20
174,220
172,450
Other non-current liabilities
19
18,344
237
TOTAL NON-CURRENT LIABILITIES
355,203
383,377
Current provisions
15
2,237
4,776
Trade payables
16
350,869
362,108
Current financial liabilities
17
43,163
53,376
Current tax liabilities
18
28,072
24,066
Other current liabilities
19
98,761
71,637
TOTAL CURRENT LIABILITIES
523,102
515,963
TOTAL LIABILITIES
878,305
899,340
TOTAL EQUITY AND LIABILITIES
2,853,287
2,755,724
Consolidated Financial Statements 2025 Cementir Holding NV | 317
Consolidated income statement
(EUR'000)
Note
2025
2024
REVENUE
21
1,639,640
1,686,943
Change in work in progress and finished goods
7
24,435
(497)
Increase for internal work
22
1,541
921
Other income
22
61,125
26,528
TOTAL OPERATING REVENUE AND OTHER INCOME
1,726,741
1,713,895
Raw materials costs
23
(697,258)
(708,448)
Personnel costs
24
(212,956)
(215,192)
Other operating costs
25
(377,027)
(382,913)
EBITDA
439,500
407,342
Amortisation and depreciation
26
(142,417)
(142,437)
Additions to provision
26
(1,581)
(2,799)
Impairment losses
26
(410)
(84)
Total amortisation, depreciation, impairment losses and
provisions
(144,408) (145,320)
EBIT
295,092
262,022
Share of net profits of equity-accounted investees
27
313
1,154
Financial income
27
13,886
27,617
Financial expense
27
(18,003)
(22,460)
Exchange rate profits / (losses)
27
1,395
22,498
Net income/(expense) from hyperinflation
27
(6,422)
(5,939)
Net financial income (expense)
27
(9,144)
21,716
NET FINANCIAL INCOME (EXPENSE) AND SHARE OF NET
PROFITS OF EQUITY-ACCOUNTED INVESTEES
(8,831) 22,870
PROFIT (LOSS) BEFORE TAXES
286,261
284,892
Income taxes
28
(77,359)
(70,437)
PROFIT FROM CONTINUING OPERATIONS
208,902
214,455
PROFIT (LOSS) FOR THE YEAR
208,902
214,455
Attributable to:
Non-controlling interests
2,497
12,815
Owners of the Parent
206,405
201,640
(EUR)
Earnings per ordinary share
Basic earnings per share
29
1.327
1.297
Diluted earnings per share
29
1.327
1.297
(EUR)
Earnings per ordinary share from continuing operations
Basic earnings per share
29
1.327
1.297
Diluted earnings per share
29
1.327
1.297
Consolidated Financial Statements 2025 Cementir Holding NV | 318
Consolidated statement of comprehensive income
(EUR'000)
Note 2025 2024
PROFIT (LOSS) FOR THE YEAR
208,902 214,455
Other components of comprehensive income:
Items that will never be reclassified to profit or loss for the year:
Net actuarial gains (losses) on post-employment benefits 30 1,543 (2,634)
Taxes recognised in equity 30 (306) 642
Total items that will never be reclassified to profit or loss 1,237 (1,992)
Items that may be reclassified to profit or loss for the year:
Foreign currency translation differences - foreign operations 30 (106,630) (48,295)
Profit (losses) on derivatives 30 969 (9,716)
Taxes recognised in equity 30 0 (17)
Total items that may be reclassified to profit or loss (105,661) (58,028)
Total other comprehensive expense, net of tax (104,424) (60,020)
TOTAL COMPREHENSIVE INCOME (EXPENSE) FOR THE YEAR 104,478 154,435
Attributable to:
Non-controlling interests (11,763) 17,943
Owners of the Parent 116,241 136,492
Consolidated statement of changes in equity
Other reserves
Profit
(loss)
attributable
to the
owners of
the parent
Equity
attributable
to the
owners of
the parent
Profit
(loss)
attributable
to non-
controlling
interests
Reserves
attributable
to non-
controlling
interests
Equity
attributable
to non-
controlling
interests
Note
Share
capital
Share
premium
reserve
Total
Equity
Legal
reserve
Translation
reserve
Hedge
reserve
Retained
earnings
(EUR'000)
Equity at 1 January 2025 13 159,120 27,701
-
(980,058) (2,175) 2,310,803 201,640 1,717,031 12,815 126,538 139,353 1,856,384
Allocation of 2024 profit (loss)
-
-
-
-
-
201,640 (201,640)
-
(12,815) 12,815
-
-
Distribution of 2024 dividends
-
-
-
-
-
(43,546)
-
(43,546)
-
(8,643) (8,643) (52,189)
Total transactions with investors
-
-
-
-
-
158,094 (201,640) (43,546) (12,815) 4,172 (8,643) (52,189)
Profit (loss) for the year
-
-
-
-
-
-
206,405 206,405 2,497
-
2,497 208,902
Change in translation reserve 30
-
-
-
(91,839)
-
-
-
(91,839)
-
(14,791) (14,791) (106,630)
Net actuarial gains 30
-
-
-
-
-
706
-
706
-
531 531 1,237
Gain on derivatives 30
-
-
-
-
969
-
-
969
-
-
-
969
Other comprehensive income (expense)
-
-
-
(91,839) 969 706
-
(90,164)
-
(14,260) (14,260) (104,424)
Total comprehensive income (expense) 30
-
-
-
(91,839) 969 706 206,405 116,241 2,497 (14,260) (11,763) 104,478
Adjustment for hyperinflation in Türkiye
-
-
-
-
-
63,306
-
63,306
-
3,003 3,003 66,309
Change in other reserves
-
-
-
-
-
-
-
-
-
-
-
-
Total other transactions
-
-
-
-
-
63,306
-
63,306
-
3,003 3,003 66,309
Equity at 31 December 2025 13 159,120 27,701
-
(1,071,897) (1,206) 2,532,909 206,405 1,853,032 2,497 119,453 121,950 1,974,982
Consolidated Financial Statements 2025 Cementir Holding NV | 319
Other reserves
Profit
(loss)
attributable
to the
owners of
the parent
Equity
attributable
to the
owners of
the parent
Profit
(loss)
attributable
to non-
controlling
interests
Reserves
attributable
to non-
controlling
interests
Equity
attributable
to non-
controlling
interests
Note
Share
capital
Share
premium
reserve
Total
Equity
Legal
reserve
Translation
reserve
Hedge
reserve
Retained
earnings
(EUR'000)
Equity at 1 January 2024 13 159,120 27,701
-
(890,853) 7,558 1,998,174 201,364 1,503,064 14,128 133,641 147,769 1,650,833
Allocation of 2023 profit
-
-
-
-
-
201,364 (201,364)
-
(14,128) 14,128
-
-
Distribution of 2023 dividends
-
-
-
-
-
(43,546)
-
(43,546)
-
(7,232) (7,232)
(50,778)
Minority interests in the acquisition of a subsidiary
-
-
-
(36,013)
-
28,731
-
(7,282)
-
(22,718) (22,718)
(30,000)
Total transactions with investors
-
-
- 36,013
-
186,549 (201,364) (50,828) (14,128) (15,822) (29,950)
(80,778)
Profit (loss) for the year
-
-
-
-
-
-
201,640 201,640 12,815
-
12,815 214,455
Change in translation reserve 30
-
-
-
(53,192)
-
-
-
(53,192)
-
4,897 4,897 (48,295)
Net actuarial gains 30
-
-
-
-
-
(2,223)
-
(2,223)
-
231 231 (1,992)
Loss on derivatives 30
-
-
-
-
(9,733)
-
-
(9,733)
-
-
-
(9,733)
Other comprehensive income (expense)
-
-
-
(53,192) (9,733) (2,223)
-
(65,148)
-
5,128 5,128 (60,020)
Total comprehensive income (expense) 30
-
-
-
(53,192) (9,733) (2,223) 201,640 136,492 12,815 5,128 17,943 154,435
Adjustment for hyperinflation in Türkiye
-
-
-
-
-
127,498
-
127,498
-
4,589 4,589 132,087
Change in other reserves
-
-
-
-
-
805
-
805
-
(998) (998)
(193)
Total other transactions
-
-
-
-
-
128,303
-
128,303
-
3,591 3,591 131,894
Equity at 31 December 2024 13 159,120 27,701
-
(980,058) (2,175) 2,310,803 201,640 1,717,031 12,815 126,538 139,353 1,856,384
Consolidated Financial Statements 2025 Cementir Holding NV | 320
Consolidated statement of cash flows
(EUR'000)
Note
31 December 31 December
2025 2024
Profit/(loss) for the year
208,902
214,455
Amortisation and depreciation
26
142,417
142,437
(Revaluation) and impairment
(30,838)
(11,281)
Share of net profits of equity-accounted investees
27
(312)
(1,154)
Net financial income (expense)
27
38,599
(6,813)
Gains on disposals
(25,951)
(184)
Income taxes
28
77,358
70,437
Change in employee benefits
116
594
Change in provisions (current and non-current)
711
1,372
Operating cash flows before changes in working capital 411,002 409,863
(Increase) decrease in inventories
(32,600)
96
(Increase) decrease in trade receivables
1,677
(22,557)
Increase (decrease) in trade payables
7,854
42,010
Change in other non-current and current assets and liabilities
21,385
(586)
Change in current and other taxes
(2,796)
(13,699)
Operating cash flows
406,522
415,127
Dividends collected
62
588
Interest collected
10,728
17,700
Interest paid
(10,041)
(11,761)
Other net income (expense) collected (paid)
(6,609)
(12,639)
Income taxes paid
(63,712)
(65,115)
CASH FLOWS FROM OPERATING ACTIVITIES (A)
336,950
343,900
Investments in intangible assets
(21,010)
(12,404)
Investments in property, plant and equipment
(85,197)
(115,238)
Acquisitions, net of cash and cash equivalents acquired
-
(17,964)
Proceeds from the sale of property, plant and equipment
4,079
2,706
Proceeds from the sale of equity investments and non-current securities
51,883
-
Change in non-current financial assets
500
(404)
Change in current financial assets
3,487
33,984
CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES (B)
(46,258)
(109,320)
Change in non-current financial liabilities
17
(23,796)
(2,714)
Change in current financial liabilities
17
(49,192)
(73,267)
Dividends distributed
(52,134)
(58,215)
Other changes in equity
13
-
(30,000)
CASH FLOWS USED IN FINANCING ACTIVITIES (C)
(125,122)
(164,196)
NET EXCHANGE RATE PROFIT (LOSSES) ON CASH AND CASH
EQUIVALENTS (D)
(32,390) 2,828
NET CHANGE IN CASH AND CASH EQUIVALENTS (A+B+C+D) 133,180 73,212
Opening cash and cash equivalents
12
485,603
412,391
Closing cash and cash equivalents
12
618,783
485,603
Consolidated Financial Statements 2025 Cementir Holding NV | 321
Consolidated Financial Statements 2025 Cementir Holding NV | 322
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Ge
neral information
On 28 June 2019, the Extraordinary Shareholders’ Meeting approved the transformation of the Company
Cementir Holding SpA from a joint-stock company under Italian law into a Naamloze Vennootschap under
Dutch law, consequent to the transfer of the registered office to Amsterdam, Netherlands (36, Zuidplein, 1077
XV. The transfer and transformation process was completed on 5 October 2019.
On t
hat date the Board of Directors resolved to establish an operational and secondary headquarters in Rome,
at 200 Corso Francia. The company's tax residence remained in Italy. As part of this transformation,
Management aligned the equity composition from the Italian Law requirements with the Dutch Civil Code
requirements.
The Company remained listed on the STAR segment of the Milan Stock Exchange.
Cementir Holding NV (the “Parent”) and its subsidiaries make up the Cementir Holding Group (the “Group”),
mainly active in the cement and ready-mixed concrete sector in Italy and around the world.
At 31 December 2025 shareholders holding shares exceeding 3% of share capital, as indicated in the book of
shareholders, from communications received pursuant to Art. 5:28 of Financial Supervision Act and other
information available, are:
1) Francesco Gaetano Caltagirone – 106,217,754 shares (66.753%). The shareholding is held as follows:
- Di
rect ownership of 1,327,560 shares (0.834%)
- Indirect ownership through the companies:
• Cal
t 2004 Srl – 49,168,424 shares (30.900%)
• Cal
tagirone SpA – 25,400,000 shares (15.963%)
• FG
C SpA – 17,600,000 shares (11.061%)
• Az
ufin Spa – 10,720,000 shares (6.737%)
• SO.
CO.GE.IM Spa – 1,500,000 shares (0.943%)
• Comp
agnia Gestioni Immobiliare Srl - 500,000 shares (0.314%)
• Vianini Lavori SpA - 1,770 shares (0.001%)
2) Fr
ancesco Caltagirone – 8,775,299 shares (5.515%). The above investment is held indirectly through the
company Chupas 2007 Srl for 8,775,299 shares (5.515%).
On 1
1 March 2026, the Company’s Board of Directors approved these consolidated financial statements at 31
December 2025 and authorised their publication on 12 March 2026.
Cementir Holding N.V. is included line-by-line in the consolidated financial statements of the direct parent
company Caltagirone SpA, available on the website of Caltagirone Group. At the date of preparation of these
consolidated financial statements, the ultimate Parent is FGC SpA due to the shares held via its subsidiaries.
The consolidated financial statements at 31 December 2025 include the financial statements of the Parent and
its subsidiaries. The financial statements of the individual companies at the same date prepared by their directors
were used for the consolidation, in accordance with uniform accounting policies.
Consolidated Financial Statements 2025 Cementir Holding NV | 323
Going Concern
The financial statement of the Group has been prepared on the basis of the going concern assumption. The
Group has sufficient reserves to meet its obligations and will be able to operate for a period of at least 12 months
from the date of preparation of the financial statements. The assessment carried out by the Board of Directors
took into account the Group's main activities and risks, together with factors that may affect the Group's future
performance, such as climate change and environmental requirements, financial position, expected cash flows,
liquidity position and financing facilities. On the basis of the above, the Directors have reasonable expectations
that the Group will continue to operate as a going concern.
Cl
imate Change
In t
his context of increasing attention by the financial community to the environmental performance of the sector,
the cement industry's ability to reduce CO₂ emissions and demonstrate a credible approach to climate change
assumes a central role in stakeholder assessments. Consistent with this reference scenario, the Cementir Group,
starting in 2021, conducts a systematic monitoring of the risks and opportunities related to climate change,
evaluating its evolution in the light of the transition scenarios and physical variables defined by the TCFD
recommendations.
For more details on the scenarios used, please refer to what is described in Sustainability Statement 2025.
Physical variables include:
a. Acute risks: related to the occurrence of extreme climatic events of high intensity, such as cyclones,
hurricanes or floods. These phenomena generally have a low frequency in the short term but show an
increasing trend in the long term according to the available climate scenarios.
b. Chr
onic risks: attributable to gradual and persistent changes in climate patterns, such as higher
average temperatures maintained over time, which can lead to sea level rise or recurrent heat waves.
The
analysis of climate risks and opportunities is carried out over three-time horizons: the short term (1–3
years), linked to the implementation of the Business Plan; the medium term (until 2030), in which the expected
effects of the energy transition are manifested; and the long term (until 2050), in line with the Group's objective
of achieving net zero emissions along the entire value chain. As envisaged by the TCFD framework, the
disclosure process will evolve gradually, with increasing levels of detail and insight over the years.
Consolidated Financial Statements 2025 Cementir Holding NV | 324
Statement of compliance with the IFRS Accounting Standards
These consolidated financial statements at 31 December 2025 have been prepared in accordance with the
IFRS Accounting Standards, as endorsed by the European Commission and in force at the reporting date
(IFRS), and with Part 9 of Book 2 of the Dutch Civil Code.
Certain parts of this annual report contain alternative indicators that are not financial performance or liquidity
indicators under IFRS. These are commonly referred to as alternative (non-IFRS) performance indicators and
include items such as earnings before interest, taxes, depreciation and amortisation (EBITDA) and earnings
before income tax (EBIT). The Company calculates EBITDA before provisions.
Ba
sis of presentation
The consolidated financial statements at 31 December 2025 are presented in euros, the Parent’s functional
currency. All amounts are expressed in thousands of euros, unless indicated otherwise. The consolidated
financial statements consist of a statement of financial position, an income statement, a statement of
comprehensive income, a statement of changes in equity, a statement of cash flows and these notes. The Group
has opted to present these statements as follows:
- the statement of financial position presents current and non-current assets and liabilities separately;
- the
income statement classifies costs by nature;
- the
statement of comprehensive income presents the effect of gains and losses recognised directly in equity,
starting from the profit or loss for the year;
- the
statement of cash flows is presented using the indirect method.
The ge
neral criterion adopted is the historical cost method, except for items recognised and measured at fair value
based on specific IFRS, as described below in the section on accounting policies.
The IFRS have been applied consistently with the guidance provided in the “Framework for the preparation and
presentation of financial statements”. The Group was not required to make any departures as per IAS 1.19.
In the financial statements, in addition to those specifically requested by IAS 1 and the other standards, when
material, so as to show transactions with related parties separately or, in the case of the income statement, profits
and losses on non-recurring or unusual transactions.
The Parent Cementir Holding N.V. has also prepared its company financial statements at 31 December 2025 in
accordance with EU-IFRS and with Part 9 of Book 2 of Dutch Civil Code, as defined above.
Consolidated Financial Statements 2025 Cementir Holding NV | 325
TÜRKIYE - hyperinflated economy: impacts of the application of IAS 29
As of April 2022, the Turkish economy is considered hyperinflationary according to the criteria set out in “IAS
29-Financial Reporting in Hyperinflationary Economies”. For the purpose of preparing these Consolidated
Financial Statements and in accordance with IAS 29, certain non-monetary items in the balance sheets of the
investee companies in Türkiye and the income statement items have been remeasured by applying the general
consumer price index to historical data, in order to reflect the changes in the purchasing power of the Turkish
Lira at the balance sheet date of these companies.
Bear
ing in mind that the Cementir Group acquired control of the Turkish companies in September 2001, and
that they applied hyperinflation until 31 December 2004, the re-measurement of the non-monetary balance
sheet data of these companies' financial statements was carried out by applying inflation indices from that
date.
The cumulative levels of the general consumer price indices are as follows:
From 1 January 2005 to 31 December 2024: 2,258%
Fr
om 1 January 2025 to 31 December 2025: 31%
The ac
counting effects of this adjustment, in addition to already being reflected in the opening balance sheet
as of 1 January 2025, incorporate the changes for the period. In particular, the effect related to the re-
measurement of non-monetary assets and liabilities, equity items, and income statement items recognised in
2025 was recognised in a separate income statement item under financial income and expenses. The related
tax effect of non-cash assets and liabilities was recognised in taxes for the period.
To take into account the impact of hyperinflation also on the local currency exchange rate, profit and loss
account balances expressed in hyperinflationary currencies have been converted into euro, the Cementir
Group's presentation currency, applying the exchange rate at the end of the period instead of the average
exchange rate for the period, in line with IAS 21's requirement to report these amounts at current values.
In 2025, the application of IAS 29 resulted in the recognition of a net financial charge (pre-tax) of EUR 6.4
million. The impact of hyperinflation in 2025 is reported, which includes the valuation of non-industrial real
estate in Türkiye in the amount of approximately EUR 6.3 million (EUR 15.5 million in 2024):
Cumulative Cumulative (EUR'000) Total Effect IAS 29* IAS 21** REVENUE FROM SALES AND SERVICES 32,253 (36,586) (4,333) Change in inventories (2,099) (20)(2,119)Increase for internal work and other income 0 0 0 TOTAL OPERATING REVENUE 30,153 (36,306) (6,453) Raw materials costs (25,584) 20,351 (5,233) Personnel costs (3,342) 3,351 9 Other operating costs (6,299) 5,971 (328) TOTAL OPERATING COSTS (35,225) 29,673 (5,552) EBITDA (5,072) 6,933 (12,005) Amortisation, depreciation, impairment losses and provisions (12,833) 1,051 (11,782) EBIT (17,905) (5,882) (23,787) Net financial income (expense) (6,147) (145)(6,292)NET FINANCIAL INCOME (EXPENSE) (6,147) (145)(6,292)PROFIT BEFORE TAXES (24,052) (6,027) (30,079) Income taxes (7,742) 6,479 (1,263) PROFIT (LOSS) FROM CONTINUING OPERATIONS (31,794) 452 (31,342) PROFIT (LOSS) FOR THE PERIOD (31,794) 452 (31,342) Attributable to: (2,370) (333) (2,703)Non-controlling interests Owners of the Parent (29,423) 785 (28,638)
* The data in this column represent the effects of the application of IAS 29 on the 2025 consolidated income statement;
**
The data in this column represent the difference between the application of final exchange rates, as required by IAS 21 for the
hyperinflationary economy, and the average exchange rate for the period.
Consolidated Financial Statements 2025 Cementir Holding NV | 326
Standards and amendments to standards adopted by the Group
a) The following list illustrates the new accounting standards and interpretations approved by the IASB,
approved in Europe and in force starting from 1 January 2025:
• Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability
(issued on 15 August 2023). The amendments are effective for financial years starting on or after 1
January 2025.
It
should be noted that the adoption of these changes did not have significant impacts on the
Consolidated Financial Statements.
b) A
ccounting standards not yet applicable and not been approved by the European Union.
At
the date of approval of the Consolidated Financial Statements, the following accounting standards and
amendments have not yet been approved by the EU:
• IFRS 19 Subsidiaries without Public Accountability: Disclosures (issued on 9 May 2024). The
amendments are effective for financial years starting on or after 1 January 2027.
• Amendments to IFRS 19 Subsidiaries without public accountability: Disclosures (issued on 21 August
2025). The amendments are effective for financial years starting on or after 1 January 2027.
• Ame
ndments to IAS 21 The Effects of Changes in Foreign Exchange Rates: Translation to a
Hyperinflationary Presentation Currency (issued on 13 November 2025). The amendments are
effective for financial years starting on or after 1 January 2027.
c) Ac
counting standards approved by the European Union, but not yet applicable
At the date of approval of the Consolidated Financial Statements, the competent bodies of the European Union
have approved the following principles and amendments, but they have not yet been adopted by the Group:
• IFRS 18 Presentation and Disclosure in Financial Statements (issued on 9 April 2024). The
amendments are effective for financial years starting on or after 1 January 2027.
• Ame
ndments to IFRS 9 and IFRS 7 - Contracts Referencing Nature-dependent Electricity (issued on
18 December 2024). The amendments are effective for financial years starting on or after 1 January
2026.
• Annual Improvements Volume 11 (issued on 18 July 2024). The amendments are effective for financial
years starting on or after 1 January 2026.
• Ame
ndments to IFRS 9 and IFRS 7 - Amendments to the Classification and Measurement of Financial
Instruments (issued on 30 May 2024). The amendments are effective for financial years starting on or
after 1 January 2026.
It
should be noted that the Group is evaluating the effects that the application of the aforementioned principles
could have on its Consolidated Financial Statements.
Basis of consolidation
Consolidation scope
The list of companies included in the scope of consolidation at 31 December 2025 is contained in annex 1.
Business combinations
The Group accounts for business combinations using the acquisition method when control is transferred to the
Group. The consideration transferred in the acquisition is generally measured at fair value, as are the identifiable
net assets acquired. Any goodwill (component of the purchase price in excess of the sum of the market values
of the assets acquired and liabilities assumed in a business combination) that arises is tested annually for
impairment. Any gain on a bargain purchase is recognised in profit or loss immediately. Transaction costs are
expensed as incurred, except if related to the issue of debt or equity securities.
The consideration transferred does not include amounts related to the settlement of pre-existing relationship.
Such amounts are generally recognised in profit or loss.
Any contingent consideration is measured at fair value at the date of acquisition. If an obligation to pay
contingent consideration that meets the definition of a financial instrument is classified as equity, then it is not
remeasured and settlement is accounted for within equity. Otherwise, other contingent consideration is
remeasured at fair value at each reporting date and subsequent changes in the fair value of the contingent
consideration are recognised in profit or loss.
If share-based payment awards (replacement awards) are required to be exchanged for awards held by the
acquiree’s employees (acquiree’s awards), then all or a portion of the amount of the acquirer’s replacement
awards is included in measuring the consideration transferred in business combination. This determination is
based on the market-based measure of the replacement awards compared with the market-based measure of
the acquiree’s awards and the extent to which the replacement awards relate to pre-combination service.
Transactions between companies under common control and with owners
For transactions under common control, the Group applies the book value method of accounting.
Under the book value method of accounting, such transactions are recognised on the basis of the economic
substance of the operation, i.e. a significant influence on the future cash flows of the net assets transferred for
the entities concerned. Where the transaction is with owners, the difference between the transfer value and the
carrying amounts of the transferred business is a transaction to be recognised, depending on the circumstances,
as a contribution or distribution of equity of the entities involved in the transaction.
Subsidiaries
The scope of consolidation includes the Parent, Cementir Holding NV, and the companies over which it has
direct or indirect control. Subsidiaries subject to direct or indirect control include companies for which the Group
is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect
those returns through its power over the investee. The existence of potential voting rights is considered when
determining whether control exists.
Subsidiaries are consolidated from the date on which control is obtained until when control ceases to exist.
The financial statements used for consolidation purposes have a reporting date of 31 December, i.e., the same
as that of the consolidated financial statements. They are usually prepared specifically for the purpose and
approved by the directors of the individual companies and adjusted, when necessary, to comply with the
Parent’s accounting policies.
Cementir Holding NV | 327 Consolidated Financial Statements 2025
Consolidated Financial Statements 2025 Cementir Holding NV | 328
Consolidation criteria
Subsidiaries are consolidated line-by-line. The criteria adopted for line-by-line consolidation are as follows:
- assets, liabilities, expense and income are consolidated line-by-line, attributing to non-controlling interests
(when they exist) their share of equity and profit (loss) for the year; which is presented separately under
equity and in the consolidated statement of comprehensive income;
- busi
ness combinations where the Parent acquires control of an entity are recognised using the acquisition
method. The consideration transferred is given by the fair value of the transferred assets, the liabilities
assumed and equity instruments issued as at the acquisition date. The acquired assets, liabilities and
contingent liabilities are recognised at fair value as at the date of acquisition. The difference between the
purchase cost and the fair value of the acquired assets and liabilities is recognised as goodwill, if positive, or
directly as income in the income statement, if negative;
- in
tragroup transactions and balances, including any unrealised profits with third parties arising on
transactions with group companies, are eliminated, net of the related tax effect, if material. Unrealised losses
are not eliminated if the transaction provides evidence of an impairment of the transferred asset;
- gai
ns or losses on the sale of investments in consolidated companies are recognised in equity attributable
to the owners of the Parent as owner transactions for the difference between the sales price and the related
share of equity sold. If the sale leads to the loss of control and, therefore, the exclusion of the investee from
the scope of consolidation, the difference between the sales price and the related share of equity is
recognised as a gain or loss in the income statement.
Interests in joint arrangements
A joint arrangement is an agreement whereby two or more parties contractually have joint control of an
“arrangement”, i.e. when decisions about the relevant activities require the unanimous consent of the parties
sharing control.
As regards the method of measurement and recognition in the financial statements, IFRS 11 sets out different
approaches for:
- Joint Operations (JO): a joint arrangement whereby the parties that have joint control of the arrangement have
rights to the assets, and obligations for the liabilities, relating to the arrangement.
- Joi
nt Ventures (JV): a joint arrangement whereby the parties that have joint control of the arrangement have
rights to the net assets of the arrangement.
The
formulation of IFRS 11 as regards the distinction between JO and JV therefore depends upon the rights and
obligations of the co-venturer in the joint arrangement, i.e. the substance of the arrangement and not its legal
form.
As regards the presentation in the consolidated financial statements of JVs, IFRS 11 only requires then to be
measured using the equity method, as described below.
As regards JOs, since the parties to the arrangement share the rights to the assets and assume the obligations
for liabilities connected to the agreement, IFRS 11 requires each joint operator to recognise the pro-rata value of
its share of the assets, liabilities, revenues and expense of the JO.
Consolidated Financial Statements 2025 Cementir Holding NV | 329
Associates
Associates are entities over which the Group has significant influence, which is assumed to exist when the
investment is between 20% and 50% of the voting rights.
Investments in associates are measured using the equity method and are initially recognised at cost.
The equity method may be described as follows:
- the carrying amount of the investments equals the Group’s share of the investees’ equity and includes the
recognition of any greater value attributable to the assets and liabilities and any goodwill identified at the
acquisition date;
- the G
roup’s share of profits or losses is recognised from the date that significant influence, or joint control,
commences and until such significant influence or joint control ceases to exist. If an equity-accounted
investee has a deficit due to losses, the carrying amount of the investment is cancelled and any remainder
attributed to the Group, where the Group has a constructive or legal obligation to cover such losses, is
recognised in a specific provision. Changes in the equity of the equity-accounted investee not related to its
profit or loss for the year are offset directly against reserves;
- unre
alised significant gains and losses on transactions between the Parent/subsidiaries and equity-
accounted investees are eliminated to the extent of the Group’s investment therein; unrealised losses are
eliminated, unless they represent an impairment loss. Unrealised losses are eliminated, except to the extent
that they represent impairment.
Ac
counting policies
Intangible assets
Int
angible assets are identifiable, non-monetary assets without physical substance. They are a resource,
controlled by an entity, from which future economic benefits are expected to flow. They are recognised at cost,
including any directly related costs necessary for the asset to be available for use.
Upon initial recognition, the Group determines the asset’s useful life. An intangible asset is regarded as having
an indefinite useful life when, based on an analysis of all of the relevant factors, there is no foreseeable limit
to the period over which the asset is expected to generate cash inflows for the Group. Useful life is reviewed
annually and any changes, if necessary, are applied prospectively.
An intangible asset is derecognised on disposal or when no future economic benefits are expected from its
use and the gain or loss (calculated as the difference between the net disposal proceeds and the carrying
amount of the asset) is recognised in the income statement in the year of its derecognition.
Intangible assets with a finite useful life are recognised net of accumulated amortisation and any impairment losses
determined using the methods set out below. Amortisation begins when the asset is available for use and is
allocated systematically over its residual useful life. Amortisation is determined in the period in which the intangible
asset becomes available for use when it actually becomes available for use.
The estimated useful life of the main items of intangible assets with a finite useful life is reported below:
Consolidated Financial Statements 2025 Cementir Holding NV | 330
Useful life intangible assets finite useful life Development expenditure 5 years Concessions, licences and trademarks 4-18-30 yearsOther intangible assets, of which: 5-22 years- Customer list15-20 years- Contracts for the exclusive exploitation of quarries 30 years
In
tangible assets with an indefinite useful life (goodwill)
In the case of an acquisition of a subsidiary, the acquired identifiable assets, liabilities assumed and contingent
liabilities are recognised at their fair value as at the date of acquisition. Any positive difference between the
consideration transferred and the Group’s share of fair value of these assets and liabilities is recognised as goodwill
under intangible assets; goodwill is allocated to the CGU related to the acquisition. Any negative difference (negative
goodwill) is recognised in the income statement at the acquisition date. Goodwill is not amortised after initial
recognition but is tested for impairment annually or more frequently whenever there is an indication that it may be
impaired. Impairment losses on goodwill are not reversed.
Emission rights
In r
elation to atmospheric emission rights (or CO2), it should be noted that the accounting treatment of
atmospheric emission rights (CO2) is not expressly governed by IFRS. With reference to emission rights, the
initial accounting among intangible assets takes place at the cost incurred (zero for the assigned free quotas),
not amortised as it is believed that the residual value is at least equal to the carrying amount. At the end of each
period if production requires greater availability of CO2
quotas than those assigned free of charge. The Group
records a liability for an amount equal to the market value (fair value) relating to the number of shares that must
subsequently be acquired on the market. In the event that these shares have already been purchased by the
company at the balance sheet date, the liability is valued using the weighted average cost and classified among
"Other liabilities". The costs incurred to comply with the regulations on emission rights (or CO2) in the atmosphere
are considered part of the production costs and consequently accounted for as raw materials.
Property, plant and equipment
Property, plant and equipment are recognised at their acquisition or construction cost, including directly
attributable costs required to make the asset ready for the use for which it was purchased, increased by the
present value of the estimated cost of dismantlement or removal of the asset, if the Group has an obligation in
this sense.
Borrowing costs directly attributable to the acquisition, construction or production of an asset are capitalised as
part of the asset’s cost until the asset is ready for its intended use or sale.
Ordinary and/or regular maintenance and repair costs are expensed when incurred. Costs to extend, upgrade
or improve group-owned assets or assets owned by third parties are capitalised only when they meet the
requirements for their separate classification as assets or a part of an asset, using the component approach.
Property, plant and equipment are recognised net of accumulated depreciation and impairment losses. Depreciation
is calculated on a straight-line basis over the asset’s estimated useful life, which is reviewed annually. Any necessary
changes to its useful life are applied prospectively. Quarries are depreciated considering the quantities extracted in the
Consolidated Financial Statements 2025 Cementir Holding NV | 331
period compared to the quantity extractable over the quarry’s useful life (extracted/extractable criterion). When the
Group has a specific commitment to do so, it recognises a provision for site restoration costs.
The estimated useful life of the main items of property, plant and equipment is reported below:
Useful life of property, plant and equipment Quarries Extracted/extractable Production plants 10-20 yearsOther plants (not production): - Industrial buildings 18-20 years- Light construction 10 years - Generic or specific plant 8 years - Sundry equipment 4 years - Transport vehicles 5 years - Office machines and equipment 5 years
The above time brackets, which show the minimum and maximum number of years, reflect the existence of
components with different useful lives in the same asset category.
Land, whether free of construction or part of civil or industrial buildings, is not depreciated as it has an indefinite
useful life.
If the asset to be depreciated consists of separate identifiable components with different useful lives, they are
depreciated separately using the component approach. Property, plant and equipment are derecognised at the time
of sale or when no future economic benefits are expected from their use.
At the time of sale or when there are no future economic benefits expected from use, the tangible asset is eliminated
from the balance sheet. Any profit or loss (calculated as the difference between the transfer value and the related
net book value) is recognised in the income statement in the year of the aforementioned elimination.
Leases
Identifying a lease
The company checks whether a contract contains a lease at the inception date (the earlier of the date of the lease
agreement and the date of commitment by the parties to the terms of the contract) and subsequently each time the
terms and conditions of the contract are changed. A contract is, or represents, a lease if the contract conveys the
right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether
a contract contains or represents a lease, the company:
• assesses whether it has the right to obtain substantially all of the economic benefits from use of the asset
throughout the period of use;
• ver
ifies whether the contract refers to the use of a specified asset, explicitly or implicitly, physically distinct
or representing substantially all the capacity of a physically distinct asset. If the supplier has the substantive
substitution right, the asset is not identified;
• ver
ifies whether it has the right to direct the use of the asset. The company maintains that it has this right
when it has the rights to make the most significant decisions to change the method and purpose of using the asset.
Fo
r contracts containing more than one lease and non-lease component and therefore falling under other
accounting standards, the individual components to which the respective accounting standards apply must be
separated out.
Consolidated Financial Statements 2025 Cementir Holding NV | 332
The lease term begins when the lessor makes the asset available to the lessee (commencement date) and is
determined by reference to the non-cancellable period of the contract, i.e. the period during which the parties have
legally enforceable rights and obligations, also including rent-free periods. The term can be extended by:
• the periods covered by an option to renew the contract (“renewal option”), when the company is reasonably
certain that it will exercise that option;
• the periods after the date of termination (“termination option”), when the company is reasonably certain that
it will not exercise that option.
Termination options held only by the lessor are not considered.
Th
e reasonable certainty of whether or not to exercise an option to extend or terminate the contract is verified by
the company on the commencement date, considering all the facts and circumstances that give rise to an economic
incentive to exercise or not to exercise the option, and is subsequently reviewed whenever significant events occur
or changes in circumstances that could affect the decision, which are under the control of the company.
Leas
e accounting
At the effective date of the lease, the company recognises the right of use (RoU) asset and the lease liability.
The right of use asset is initially measured at cost, including the amount of the initial measurement of the lease
liability, adjusted for lease payments made on or before the commencement date, plus any initial direct costs
incurred and an estimate of the costs to be incurred by the lessee for the dismantlement and removal of the
underlying asset or restoring the underlying asset or the site where it is located, net of any lease incentives received.
The lease liability is measured at the present value of the lease payments that are not paid at that date. For
discounting purposes, the company uses the implicit interest rate of the lease when possible – and if it can be
inferred from the contract – or alternatively the incremental borrowing rate (IBR). The lease payments included in
the measurement of the liability include fixed payments, variable payments that depend on an index or rate, amounts
expected to be paid as a residual value guarantee, the exercise price of a purchase option (which the company has
reasonable certainty that it will exercise), payments due during an optional renewal period (if the company is
reasonably certain that it will exercise the renewal option) and penalties for early termination (unless the company
is reasonably certain that it will not terminate the lease early).
Subsequently, the right of use asset is amortised on a straight-line basis over the entire term of the contract, unless
the contract provides for the transfer of ownership at the end of the lease term or the cost of the lease reflects the
fact that the lessee will exercise the purchase option. In the latter case, the amortisation period must be the shorter
of the useful life of the asset and the term of the contract. The estimated useful lives of right of use assets are
calculated according to the same approach applied to the associated asset. In addition, the value of the right of use
asset is reduced by any impairment losses and adjusted to reflect the re-measurement of the lease liability.
Subsequent to initial measurement at the commencement date, lease liabilities are measured at amortised cost
using the effective interest criterion and is remeasured in the event of a change in future lease payments deriving
from a change in the index or rate, in the event of a change in the amount that the company expects to pay as a
residual value guarantee or when the company changes its measurement as a result of the exercise or non-exercise
of a purchase, extension or termination option. When the lease liability is remeasured, the lessee makes a
corresponding change to the right of use asset. If the carrying amount of the right of use asset is reduced to zero,
the change is recognised in profit/(loss) for the period.
In the statement of financial position, the company recognises right of use assets under assets, within the same line
item as that within which the corresponding assets would be presented if they were owned; and lease liabilities are
Consolidated Financial Statements 2025 Cementir Holding NV | 333
recognised under financial liabilities. In the income statement, interest expense on lease liabilities is a component
of financial expenses and shown separately from the amortisation of right of use assets. Depreciation of right-of-
use assets is presented in the depreciation item of the income statement.
Cash outflows relating to leasing payments are presented in the “Cash flow from financing activities” section of the
Consolidated Cash Flow Statement.
Subleases
As regards subleases, the company, as intermediate lessor, classifies its share of the head lease separately from
the sublease. To this end it classifies the sublease by reference to the right of use asset arising from the head lease,
rather than by reference to the underlying asset. If the head lease is a short-term lease that the company has
accounted for applying the exemption allowed for by the standard and discussed below, the sublease is classified
as an operating lease. In the presence of subleases, the head lease is never considered to be of low value.
In
vestment property
Investment property is initially measured at cost and subsequently at fair value; changes in value are recognised
in the income statement under other income or other operating costs, respectively. The investment property held
to earn rentals or for capital appreciation is not depreciated.
Fair value is calculated on the basis of the following methods, depending on the type of investment:
• market value approach based on an analysis of a sample of recent sales of similar properties located in
the nearby area. The resulting amount is then adjusted to account for the particular features of the
building or land (level 2);
• projection of discounted cash flows based on reliable estimates of future cash flows supported by
payments under lease and/or other existing contracts (level 3).
Im
pairment losses
At each reporting date, the Group assesses whether events or changes in circumstances exist suggesting that the
carrying amount of intangible assets or property, plant and equipment may not be recovered. If any such indication
exists, the Group determines the asset’s recoverable amount. If the carrying amount exceeds the recoverable amount,
the asset is impaired and written down to reflect its recoverable amount. The recoverable amount of goodwill and other
intangible assets with an indefinite life is estimated at each reporting date or whenever changes in circumstances or
specific events make it necessary.
The recoverable amount of property, plant and equipment and intangible assets is the higher of their fair value less
costs to sell and their value in use, which is the present value of the future cash flows expected to be derived from an
asset or a cash-generating unit to which the asset belongs, in the case of assets that do not independently generate
largely separate cash flows.
When defining value in use, the future cash flows are discounted using a pre-tax rate that reflects the current market
estimate of the time value of money and specific risks of the asset.
Impairment losses are recognised in the income statement when the carrying amount of the asset or related cash-
generating unit (CGU) to which it is allocated is higher than its recoverable amount. Impairment losses on CGUs
are firstly used to decrease the carrying amount of any goodwill allocated thereto and subsequently the other assets,
in proportion to their carrying amounts. When the reason for an impairment loss on property, plant and equipment
Consolidated Financial Statements 2025 Cementir Holding NV | 334
and intangible assets other than goodwill no longer exists, the carrying amount of the asset is increased through
profit or loss to the carrying amount the asset would have had, had the impairment loss not been recognised and
depreciation/amortisation charged.
If the impairment loss is higher than the carrying amount of the tested asset allocated to the CGU to which it belongs,
the remaining amount is allocated to the assets included in the CGU in proportion to their carrying amounts. This
allocation has as a minimum limit the higher amount of:
- the fair value of the asset, net of costs to sell;
- the value in use, as defined above;
- zer
o.
Impairment losses are recognised in the income statement under amortisation, depreciation and impairment losses.
In
ventories
Raw materials, semi-finished products and finished goods are recognised at cost and measured at the lower of cost
and net realisable value. Cost is determined using the weighted average cost method and includes any ancillary
costs. In order to determine net realisable value, the carrying amount of any obsolete or slow-moving inventories is
written down to reflect their future utilisation/net realisation by recognising an allowance for inventory write-down.
Financial instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity
instrument of another entity.
Classification and measurement
The classification provided for by IFRS 9 is based on the business model for the management of financial assets and
on the contractual conditions of cash flows. Financial assets are classified into three main categories: Financial assets
are classified in three main categories: at amortised cost, at the fair value recognised in the other components of the
comprehensive income statement (FVOCI) and at the fair value recognised in the profit/(loss) for the year (FVTPL).
Financial assets relating to commodity swaps are always recognised at fair value.
If the instrument is held for trading purposes, the changes in fair value must be recognised in the income statement.
Whereas, for all the other investments, the company can decide, at the initial recognition date, to subsequently
recognise all changes to fair value in the other components of the comprehensive income statement (OCI), exercising
the FVTOCI option. In that case, amounts accumulated in the OCI will never be attributed to profit/(loss) for the year
even if the investment is removed from accounts. Application of the “FVTOCI” option is irrevocable and reclassifications
between the three categories are not permitted.
However, as regards the classification of financial assets, it is necessary to consider two elements:
1. th
e business model adopted by the company. Specifically, it:
- Hel
d to Collect (HTC), model aimed at owning the financial assets to collect contractual flows;
- Hel
d To Collect and Sale (HTC&S), model aimed at both collecting contractual flows resulting from the financial
assets and to sell the financial asset itself;
Consolidated Financial Statements 2025 Cementir Holding NV | 335
- other different business models to the two previous ones.
2. th
e characteristics of the contractual cash flow coming from the financial instrument. More specifically, checking
whether those contractual cash flows are solely represented by payment of capital and interest or include other
components. This control is called SPPI Test (Solely Payment of Principal and Interest Test).
A financial asset represented by a certificate of indebtedness can be classified in the following categories:
1) Amortised cost when:
a. th
e instruments’ contractual cash flows are solely represented by payment of capital and interest (SPPI Test
passed); and
b. th
e business model adopted by the company foresees that the latter only holds the financial asset to collect the
contractual cash flows (HTC business model).
In
this category, financial instruments are initially recognised at fair value, including operating costs, and are then
valued at amortised cost. Interest (calculated using the effective interest criterion as in the previously in force IAS 39),
losses (and recovery of losses) for reduced value, profits/(losses) on exchange and profits/(losses) resulting from
elimination from accounts are recognised in profit/(loss) of the year.
2) Fair Value Through Other Comprehensive Income (FVTOCI) when:
a. the instruments’ contractual cash flows are solely represented by payment of capital and interest (SPPI Test
passed); and
b. th
e business model adopted by the company foresees that the latter holds the financial asset to collect the
contractual cash flows and the cash flows generated by sales (HTC&S business model).
In t
hat category the financial instruments classified are initially recognised at fair value, including operating costs.
Interest ,losses/(profits) for reduced value, profits/(losses) on exchange are recognised in profits/(losses) for the year.
Other changes to the fair value of the instrument are recognised among the other comprehensive income statement
components (OCI). When the instrument is deleted from accounts, all profits/(losses) accumulated to OCI will be
reclassified in the profit/(loss) for the year.
With regard to trade receivables, in line with the provisions of IFRS 9, the Group proceeds to account for them according
to the amortised cost. It should be borne in mind that the collectability of the receivables recognised in the financial
statements is almost entirely less than 12 months and it follows that the effects deriving from the application of the
amortised cost are to be considered irrelevant.
3) Fair Value Through Profit or Loss secondarily, that is when:
a. the criteria described above are not complied with or;
b. wh
en the fair value option is exercised.
Financial instruments classified in that category are initially and subsequently recognised at fair value. Operation costs
and the changes in fair value are recognised in the profit/(loss) for the year.
Consolidated Financial Statements 2025 Cementir Holding NV | 336
Derecognition
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily
derecognised (i.e., removed from the Group’s consolidated statement of financial position) when:
The rights to receive cash flows from the asset have expired
or
• The
Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the
received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement
; and ei
ther (a) the
Group has transferred substantially all the risks and rewards of the asset, or (b) the Group has neither transferred nor
retained substantially all the risks and rewards of the asset, but has transferred control of the asset.
Losses for reduction in value
The ‘expected credit loss’ model (or ‘ECL’ model) assumes a significant valuation level due to the impact of economic
factor changes on the ECL which are weighted based on probability.
The new impairment loss model applies to financial assets measured at amortised cost or at FVOCI,
Provisions for credit risks are determined using the following methodological approaches: the “General deterioration
method” and the ”Simplified approach”; specifically:
• The “General deterioration method” requires classification of the financial instruments included in the scope of
IFRS 9 application in three stages. The three stages reflect the credit’s quality deterioration level, from when the
financial instrument is acquired, and imply a different ECL calculation method;
• The “Simplified approach” foresees adoption of some simplifications for trade credits, contract assets and credits
resulting from leasing contracts, in order to avoid that companies be obliged to monitor changes to the credit risk,
as foreseen by the general model. Recognition of the loss applying the simplified approach must be lifetime,
therefore the allocation stage is not required. Therefore, for that type receivables are divided into uniform clusters;
the reference parameters (PD, LGD, and EAD) used to calculate the lifetime expected credit losses are then
calculated for each cluster using the information available.
In
cases where the General Deterioration Method is applied, as was said, financial instruments are classified in three
stages based on deterioration of the credit quality between the date of initial recognition and that of valuation:
• Stage 1: includes all financial assets being considered when they are first recognised (Initial recognition date)
regardless of the qualitative parameters (e.g.: rating) and except for situations with objective evidence of
impairment. In the subsequent valuation stage, all financial instruments that have had a significant increase in
credit risk compared to initial recognition or that have a low credit risk at the reference date remain in stage 1. For
those assets, credit losses for the next 12 months (12-month ECL) are recognised, considering the possibility that
default could occur in the next 12 months. The interest on financial instruments included in stage 1 is calculated
on the book value gross of any asset impairment losses;
• St
age 2: includes financial instruments that have had a significant increase in credit risk compared to the initial
recognition Date, but no objective evidence of impairment. Solely expected credit losses resulting from all possible
default events are recognised for those assets; for the entire expected lifetime of the financial instrument (Lifetime
ECL). The interest on financial instruments included in stage 2 is calculated on the book value gross of any asset
impairment losses;
• St
age 3: includes financial assets with objective evidence of impairment at the Date of valuation. Solely expected
credit losses resulting from all possible default events are recognised for those assets; for the entire expected
lifetime of the instrument.
For
trade receivables and contract assets that do not include a significant financial component, the Group applies a
simplified approach to calculating expected losses, as required by paragraph 5.5.15 of IFRS 9. Therefore, the Group
Consolidated Financial Statements 2025 Cementir Holding NV | 337
does not monitor changes in credit risk, but fully recognises the expected loss at each reporting date. The Group has
established a matrix system based on historical information, revised to take into account forward-looking factors with
reference to specific types of debtors and their economic environment, as a tool for determining expected losses.
The Group considers a financial asset to be in default when contractual payments have been due for a period of time
that is deemed to be consistent on the basis of the practices applicable in the various countries in which the Group
operates. In some cases, the Group may also consider a financial asset to be in default when internal or external
information indicates that the Group is unlikely to recover the contractual amounts in full before considering the credit
guarantees held by the Group, in which case the loan is considered non-performing, and stage 3 of the general model
is applied. A financial asset is derecognised when there is no reasonable expectation of recovering the contractual
cash flows.
The Group also takes available macroeconomic information (e.g. expected GDP) into account when assessing the
recoverable amount of trade receivables.
Financial liabilities
Classification and measurement
Financial liabilities, related to loans and borrowings, trade payables and other obligations to pay, are initially recognised
at fair value, net of directly related costs. They are subsequently measured at amortised cost, using the effective interest
method. If there is a change in the estimated future cash flows and they can be determined reliably, the carrying amount
of the liability is recalculated to reflect this change based on the present value of the new estimated future cash flows and
the initially determined internal rate of return.
Financial liabilities are classified as current liabilities, unless the Group has the unconditional right to defer their payment
for at least 12 months after the reporting date.
Derecognition
Financial liabilities are derecognised when they are extinguished, and the Group has transferred all the risks and
obligations related to them.
Der
ivatives
The Group uses derivatives to hedge the risk of fluctuations in exchange rates, interest rates and market prices.
All derivatives are measured and recognised at fair value.
Transactions that meet requirements for the application of hedge accounting are classified as hedging transactions. Other
transactions are designated as trading transactions, even when their purpose is to manage risk. Therefore, as some of the
formal requirements of IFRS were not met at the derivative agreement date, changes in their fair value are recognised in the
income statement.
Subsequent fair value gains or losses on derivatives that meet the requirements for classification as hedging
instruments are recognised using the criteria set out below.
A derivative qualifies for hedge accounting if, at the inception of the hedge, there is formal designation and documentation of
the hedging relationship, including the entity’s risk management objective and strategy for undertaking the hedge as well as
methods to test effectiveness. The hedge’s effectiveness is assessed at inception and over the life of the hedge. Generally, a
hedge is considered to be highly effective if, both upon inception and over its life, changes in the fair value (fair value hedges) or
estimated cash flows (cash flow hedges) of the hedged item are substantially covered by changes in the fair value of the hedging
instrument.
Consolidated Financial Statements 2025 Cementir Holding NV | 338
When the hedge relates to changes in the fair value of a recognised asset or liability (fair value hedge), changes in the fair value
of both the hedging instrument and the hedged item are recognised in the income statement.
In the case of cash flow hedges (hedging designated to offset the risk of changes in cash flows generated by the future
performance of contractually defined obligations at the reporting date), changes in fair value of the derivative recognised
after its initial recognition are recognised under reserves (in equity) for the effective part only. When the economic effects
of the hedged item arise, the reserve is reversed to the income statement under operating income (expense). If the hedge
is not perfectly effective, changes in the fair value of the hedging instrument, related to the ineffective portion, are
immediately recognised in the income statement. If, during the life of a derivative, the estimated cash flows hedged are
no longer highly probable, the portion of the reserves related to that instrument is immediately reversed to the income
statement. Conversely, if the derivative is sold or no longer qualifies as an effective hedging instrument, the part of the
reserves representing the fair value changes in the instrument, accumulated to date, is maintained in equity and reversed
to the income statement using the above classification method when the originally hedged transaction takes place.
The fair value of financial instruments was calculated used pricing techniques in order to define the present value of
future cash flows attributable to such instruments, using market curves in place at the measurement date. Furthermore,
the component related to the risk of non-compliance (by the Group and the counterparty) was measured using yield-
curve spreads.
Treasury shares
The cost of acquiring its own equity instruments ('treasury shares') is deducted from capital. No gain or loss is
recognised in profit or loss on the purchase, sale, issue or cancellation of equity instruments. Such treasury shares
may be acquired and held by the entity or by other members of the consolidated group. Consideration paid or received
is recognised directly in equity.
Cash and cash equivalents
Cash and cash equivalents are recognised at fair value and include bank deposits and cash-on-hand, i.e., short-term,
highly liquid assets that are readily convertible to a known amount of cash and are subject to an insignificant risk of
changes in value.
In the event that bank deposits do not fall under the definition of Cash and Cash Equivalents above, they are
classified as financial assets, current or non-current, depending on the specific conditions attached to them.
Employee benefits
Liabilities for employee benefits paid at or after termination of employment related to defined-benefit plans, net of any
plan assets, are determined using actuarial assumptions, estimating the amount of future benefits accrued by
employees at the reporting date. They are recognised on an accruals basis over the period in which the employees
1
rights accrue. Defined benefit plans also include the post-employment benefits (TFR) due to employees
1
pursuant to
Art. 2120 of the Italian Civil Code for benefits vested up to 31 December 2006. Following pension law reform,
postemployment benefits accruing since 1 January 2007 are compulsorily transferred to a supplementary pension
fund or the special treasury fund set up by INPS (the Italian social security institution) depending on which option the
employee has chosen. Therefore, the Group’s liability for defined benefits owing to employees solely relates to those
vested up to 31 December 2006.
Accounting policies adopted by the Group
1
since 1 January 2007 (described below) comply with the prevailing
interpretation of the new legislation and follow the accounting guidance provided by relevant professional bodies.
Specifically, it:
- post-employment benefits accruing since 1 January 2007 are considered to be defined contribution plans, including
when the employee has opted to transfer the benefits to the INPS treasury fund. These benefits, determined in
1
Relating to Italian companies.
Consolidated Financial Statements 2025 Cementir Holding NV | 339
accordance with Italian Civil Code requirements, are not subjected to actuarial evaluation and are recognised as
personnel expense.
- post-employment benefits vested up to 31 December 2006 continue to be recognised as a company liability for
defined benefit plans. This liability will not increase in the future through additional accruals. Therefore, the
actuarial calculation used to determine the 31 December 2016 balance did not include future salary increases.
Independent actuaries calculate the present value of the Group’s obligations using the projected unit credit method.
They project the liability into the future to determine the probable amount to be paid when the employment relationship
terminates and then discount it to consider the time period before the first effective payment. This calculation includes
post-employment benefits accrued for past service and uses actuarial assumptions, mainly based on interest rates,
which reflect the market yield on high quality corporate bonds with a term consistent with that of the Group’s obligation
and employee turnover rate.
Actuarial gains and losses, defined as the difference between the carrying amount of the liability and the present value
of the Group’s obligations at the reporting date, due to changes in the actuarial assumptions previously used (see
above), are recognised directly in other comprehensive income.
Provisions for risks and charges
These provisions cover certain or probable risks and charges identified, whose due date or amount is unknown at the
reporting date.
Accruals to provisions for risks and charges are recognised when the company has a constructive or legal obligation
at the reporting date as a result of a past event and it is likely that an outflow of resources will be necessary to settle
the obligation and the amount of this outflow can be estimated reliably. When the time value of money is material and
the payment dates can be estimated reliably, the provision is discounted. Increases in the provision due to the passage
of time are recognised as a financial expense. The Group sets up a specific provision when it has an obligation to
dismantle and restore sites (e.g., quarries), thus increasing the carrying amount of the related asset pursuant to IAS
16 and IFRIC 1.
The provision for dismantling and removing, recorded in the financial statements, essentially includes the estimated
costs that will be incurred, upon completion of the extraction of materials used for production, for the mining closure of
quarries, removal of structures and restoration of sites. The Group periodically assesses changes, circumstances or
events that may require it to recognise such liabilities.
Liabilities related to the dismantling of tangible assets and the restoration of sites at the end of production activities are
recognised, in the presence of a legal or constructive obligation and of the possibility of making a reliable estimate of
the charge, as an offsetting entry to the assets to which they refer. In view of the long period of time between when the
obligation arises and when it is settled, estimates of charges to be incurred are recognised on the basis of their present
value. The adjustment of the provision related to the passage of time is recognised in the income statement under
financial income and expenses. Provisions are periodically assessed to take into account updated costs to be incurred,
contractual constraints, legislation and practices in the country where the tangible assets are located. Changes in
estimates of these provisions are generally recognised as a balancing entry to the assets to which they relate; in this
regard, if the change in estimate results in a reduction in an amount greater than the carrying amount of the asset to
which it relates, the excess is recognised in the income statement.
Consolidated Financial Statements 2025 Cementir Holding NV | 340
Grants
Government and other grants are recognised at their fair value when the Group is reasonably certain they will be
received and it will meet all the conditions for their receipt.
Grants for the purchase or development of non-current assets (grants related to assets) are either recognised directly
as a reduction in the carrying amount of the non-current asset or under other liabilities and recognised in the income
statement over the related asset’s useful life.
Grants related to income are recognised in full in the income statement when the conditions for their recognition are
met.
Revenue from contracts with customers
The Group is in the business mainly of producing and distributing cement, ready-mixed concrete, aggregates and
related services. Revenue from contracts with customers is recognised at the point in time when control of the goods
or services are transferred to the customer at an amount that reflects the consideration to which the Group expects to
be entitled in exchange for those goods or services. For standard sale of products, control generally passes to the
customer at the time the product is delivered and accepted, depending on the delivery conditions and incoterms. The
Group has generally concluded that it is the principal in its transactions with clients.
The transaction price may be variable due to discounts, rebates or similar arrangements. Revenue is only recognised
for the part of the consideration for which it is highly probable that a significant reversal in the amount of cumulative
revenue recognised will not occur.
Sale of services
The Group is providing mainly transport services which are recognised at the time the service is provided.
Financial income and expense
Financial income and expense are recognised on an accruals basis considering the interest accrued on the
carrying amount of the related financial assets and liabilities using the effective interest rate, i.e., the interest rate
that matches the cash inflows and outflows of a specific transaction. Reference should be made to the section
on property, plant and equipment for the treatment of capitalised borrowing costs.
Dividends
Dividends are recognised when the shareholders’ right to receive them is established. This usually takes place at the
date of the shareholders’ resolution to distribute the dividends. Therefore, distribution is recognised as a liability in the
period in which the shareholders approve it.
Income taxes
Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year and any
adjustment to tax payable or receivable in respect of previous years. The amount of current tax payable or receivable
is the best estimate of the tax amount expected to be paid or received that reflects uncertainty related to income taxes,
if any. It is measured using tax rates enacted or substantively enacted at the reporting date. Current tax also includes
any tax arising from dividends.
Current tax assets and liabilities are offset only if certain criteria are met.
Deferred tax assets and liabilities are calculated on temporary differences between the carrying amounts of
assets and liabilities and their tax base, except for goodwill, applying the tax rates expected to be enacted in
the years in which the temporary differences will be recovered or settled. Deferred tax assets are recognised
when their recovery is probable, i.e., when taxable profits sufficient to allow recovery are foreseen for the future.
Recoverability is reviewed at the end of each reporting period.
Consolidated Financial Statements 2025 Cementir Holding NV | 341
Current and deferred income taxes are recognised in the income statement except for those related to items directly
recognised in other comprehensive income. Other current and deferred income taxes are offset when the income
taxes are applied by the same tax authority, there is a legal right to offset and payment of the net balance is expected.
Other non-income taxes, such as property taxes, are recognised under other operating costs.
Ear
nings per share
(i) Basic: basic earnings per share are calculated by dividing the Group’s profit by the weighted average number of
shares outstanding during the year, excluding treasury shares.
(i
i) Diluted: diluted earnings per share are calculated by dividing the Group’s profit by the weighted average number of
shares outstanding during the year, excluding treasury shares. The weighted average is adjusted assuming that all
potential shares with diluting effects have been converted. Diluted earnings per share are not calculated if the Group
makes a loss, as any dilutive effect would lead to an improvement in the earnings per share.
Tr
ansactions in currencies other than the functional currency
All transactions in currencies other than the functional currency of individual group companies are recognised at the
exchange rate applicable at the transaction date.
Monetary assets and liabilities in currencies other than the functional currency are subsequently retranslated using the
closing rate. Any resulting exchange rate gains or losses are recognised in the income statement.
Non-monetary assets and liabilities denominated in a currency other than the functional currency are recognised at
historical cost and converted using the exchange rate in force at the date the transaction was first recognised.
Non-monetary assets and liabilities recognised at fair value are translated using the exchange rate in force at the date
fair value was determined.
Tr
anslation of financial statements of foreign operations
The financial statements of subsidiaries, associates and joint ventures are prepared using the currency of the primary
economic environment in which they operate (the functional currency).
The financial statements of group companies operating outside the eurozone are translated into euros using the
closing rate for the statement of financial position items and the average annual rate for the income statement items if
no major fluctuations are detected in the reference period, in which case the exchange rate on the date of the
transaction applies. For Turkish subsidiaries, please refer to that explained in the paragraph “Türkiye — Hyperinflated
Economy: impacts of the application of IAS 29”. Translation differences arising on the adjustment of opening equity at
the closing spot rates and the differences arising from the different methods used to translate profit for the year are
recognised in equity through the statement of comprehensive income and shown separately in a special reserve.
When a foreign operation is sold, the translation differences accumulated in the specific equity reserve are reclassified
to profit or loss.
The main exchange rates used in translating the financial statements of companies with functional currencies other
than the euro are as follows:
Consolidated Financial Statements 2025 Cementir Holding NV | 342
31 December Average 31 December Average 2025 2025 2024 2024 Turkish lira – TRY * 50.48 44.82 36.74 35.57 US dollar – USD 1.18 1.13 1.04 1.08 British pound – GBP 0.87 0.86 0.83 0.85 Egyptian pound – EGP 55.92 55.45 52.81 48.68 Danish krone – DKK 7.47 7.46 7.46 7.46 Icelandic krona – ISK 147.20 144.66 143.90 149.31 Norwegian krone – NOK 11.84 11.72 11.80 11.63 Swedish krona – SEK 10.82 11.07 11.46 11.43 Malaysian ringgit – MYR 4.77 4.83 4.65 4.95 Chinese renminbi yuan – CNY 8.23 8.12 7.58 7.79
(*) For Turkish subsidiaries, please see the section “Türkiye - hyperinflated economy: impacts of the application of IAS 29”.
Use of
judgements and estimates
The preparation of consolidated financial statements requires management to use accounting policies and methods
that are sometimes based on difficult and subjective judgements, estimates based on past experience and
assumptions that are considered reasonable and realistic in the circumstances. The application of these estimates
and assumptions affects the amounts presented in the financial statements and disclosures. The actual results for
which these estimates and assumptions were used may differ due to the uncertainties that characterise the
assumptions and the conditions on which the estimates were based.
The accounting policies and financial statements items that require greater subjective judgement by management
when making estimates and for which a change in the conditions underlying the assumptions could have a significant
impact on the Group’s consolidated financial statements are the following:
- Intangible assets with indefinite life: goodwill is tested for impairment annually to identify any impairment losses to
be recognised in the income statement. Specifically, this test involves determining the recoverable amount of the
CGUs to which goodwill is allocated by estimating their value in use or fair value less costs of disposal; If this
recoverable amount is lower than the carrying amount of the CGUs, the goodwill allocated to them must be writt
en
do
wn. Allocation of goodwill to the CGUs and determination of their fair value involves the use of estimates that
rely on factors that may change over time, including the technological, economic and regulatory ones deriving
from climate change, with potentially significant effects compared to the valuations made by management.
- Amortisation and depreciation of non-current assets: amortisation and depreciation are significant costs for the
Group. The cost of property, plant and equipment is depreciated systematically over the assets’ estimated useful
life. The economic useful life of the Group's fixed assets is determined by the directors at the time the fixed asset
was acquired; it is based on historical experience for similar fixed assets, market conditions and anticipations
regarding future events that may impact useful life, including changes in technology. As such, effective useful life
may differ from estimated useful life. The Group regularly assesses technological and sector changes, as well as
those related to the effects deriving from climate change, dismantlement costs and the recoverable amount to
update useful life. This regular update could lead to a change in the depreciation period and, therefore, the amount
of depreciation in future years. Management regularly reviews the estimates and assumptions and the effects of
each change are recognised in the income statement. When the review affects current and future years, the
change is recognised in the year in which it is made and in the related future years, as explained in more detail in
the next section.
- Dis
mantling and removing provisions: the Group incurs significant liabilities related to the obligations to
decommission tangible assets and restore the land environment at the end of production activity. Estimating future
Consolidated Financial Statements 2025 Cementir Holding NV | 343
decommissioning and restoration costs is a complex process and requires the management's judgement in
assessing the liabilities that will be incurred many years from now to meet decommissioning and restoration
obligations, which are often not fully defined by laws, administrative regulations or contractual clauses. Moreover,
these obligations are affected by the constant updating of decommissioning and restoration techniques and costs,
as well as by the continuous evolution of political and public awareness of health and environmental protection.
The determination of the discount rate to be used both in the initial measurement of the charge and in subsequent
measurements, as well as the forecast of the timing of the disbursements and their possible updating, are the
result of a complex process that involves the exercise of professional judgement by management.
- Purchase Price Allocation: as part of business combinations, the identifiable assets purchased and the liabilities
assumed are recognised in the consolidated financial statements at fair value on the acquisition date, through a
Purchase price allocation process, against the consideration transferred to acquire the control of a company, whic
h
c
orresponds to the fair value of the assets acquired and the liabilities assumed, as well as of capital instruments
issued. During the measurement period, the calculation of the aforementioned their values requires Directors to
make estimates on the information available on all facts and circumstances that exist on the acquisition date and
may affect the value of the acquired assets and assumed liabilities.
- Est
imate of the fair value of investment property: at each reporting data investment property is measured at fair
value and is not subject to depreciation. When determining their fair value, the Directors based their valuation on
assumptions about the trend of the reference real estate market in particular. Such assumptions may vary over
time, influencing evaluations and forecasts to be performed by the Directors.
- Estimation of recoverability of deferred tax assets: deferred tax assets are recognised on temporary
deductible differences between the carrying amount of an asset or liability on the balance sheet and its
value for tax purposes and on unused and carried forward tax losses, to the extent that future taxable
income available is likely to be such that deferred tax assets can be used. Determining the level of deferred
tax assets to be recorded requires a judgment from the Management that requires estimates of the timing
and level of future taxable profits.
Cha
nges in accounting policies, errors and changes in estimates
The Company modifies the accounting policies adopted from one reporting period to another only if the change is
required by a standard or contributes to providing more reliable and relevant information about the effects of
transactions on the company’s financial position, performance and cash flows.
Changes in accounting policies are recognised retrospectively in the opening balance of each affected component of
equity for the earliest prior period presented. Other comparative amounts shown for each previous period presented
are adjusted as if the new accounting policy had always been applied. The prospective approach is only applied when
it is impracticable to reconstruct the comparative amounts.
The application of a new or amended accounting standard is accounted for as required by the standard. If the standard
does not govern the transition method, the change is accounted for retrospectively or, if impracticable, on a prospective
basis.
This same approach is applied to material errors. Non-material errors are recognised in the income statement in the
period in which the error is identified.
Changes in estimates are recognised prospectively in the income statement in the period in which the change takes
place, if it only affects that period, or in the period in which the change takes place and subsequent periods, if the
change also affects these periods.
Consolidated Financial Statements 2025 Cementir Holding NV | 344
Fi
nancial risk management
The Group is exposed to financial risks related to its operations, namely:
Credit risk
The Group is not particularly exposed to credit risk, despite operating in different geographical markets, as it is not
overly exposed to a limited number of positions. Moreover, its operating procedures require checks on credit risk, with
the sale of products and/or services limited to customers with suitable credit ratings and guarantees.
Receivables are recognised net of the loss allowance, calculated considering the rules set out by IFRS 9, as mentioned
above. Therefore, the maximum exposure to credit risk is equivalent to the carrying amount.
With respect to bank deposits and derivatives, the Group has always worked with leading counterparties, thus limiting its
credit risk in this sense.
Li
quidity risk
Liquidity risk concerns the availability of financial resources and access to credit market and financial
instruments.
Specifically, the Group monitors and manages its cash flows, funding requirements and liquidity levels in order
to ensure the effective and efficient use of its financial resources.
It meets its liquidity requirements for investing activities, working capital and the payment of amounts payable
drawing on cash flows generated constantly by its operating activities and on credit facilities.
The Group aims to maintain its ability to generate cash flows through operating activities, given the current market
conditions. In fact, thanks to its strong financial position, any unplanned financial requirements can be funded
through its access to credit facilities.
Market risk
Market risk mainly concerns exchange rates, interest rates and raw materials costs, as the Group operates
internationally in areas with different currencies.
The Group monitors the financial risks to which it is exposed regularly so as to assess in advance any potential impacts
and take the most suitable action to mitigate them; derivative financial instruments are also used for this purpose.
Currency risk
Group companies operate internationally; as such they are structurally exposed to currency risk for cash flows from
operating activities and financing operations in currencies other than the functional currency.
The Group’s operating activities are exposed differently to changes in exchange rates: in particular, the cement
sector is exposed to currency risk on both revenues, for exports, and costs to purchase solid fuels in USD; whereas
the ready-mixed concrete sector is less exposed as both revenue and costs are in local currency. The Group
assesses the natural hedging of cash flows and financing for these risks and purchases currency forwards and
currency put and call options for hedging purposes. Transactions involving derivatives are performed for hedging
purposes.
The Group’s presentation currency is the euro. As a result, it is exposed to currency risk in relation to the translation
of the financial statements of consolidated companies based in countries outside the Economic Monetary Area (except
for Denmark whose currency is historically tied to the euro). The income statements of these companies are translated
into euros using the average annual rate in the event that changes in value are not significant, and changes in
exchange rates may affect the value in euros, even when the revenue and profits in local currency remain unchanged.
Consolidated Financial Statements 2025 Cementir Holding NV | 345
for assets and liabilities, the effects of these changes are recognised directly in shareholders' equity, under the item
"Translation reserve" (note 13).
For information on the accounting effects of hyperinflation applied to investee companies in Türkiye, please see the
section “Türkiye — hyperinflated economy: impacts of the application of IAS 29”.
Int
erest rate risk
As the Group has net financial debt, it is exposed to the risk of fluctuations in interest rates. The Group purchases
interest rate swaps to partly hedge the risk after assessing forecast interest rates and timeframes for the repayment
of debt by using estimated cash flows.
The Group’s operating and financial policies aim to minimise the impact of these risks on its performance.
Raw materials price risk
The Group is exposed to the risk of fluctuations in raw materials prices. It manages this risk through supply
agreements with Italian and foreign suppliers which set prices and quantities for roughly 12 months. It also uses
suppliers in different geographical areas to avoid the risk of supply chain concentration and to obtain the most
competitive prices. Furthermore, the Group uses derivative instruments to hedge the risk of market price fluctuations.
Also refer to note 32 for quantitative information on risks.
Un
certainties
The macroeconomic scenario remains characterized by a high degree of uncertainty, exacerbated by the recent
protectionist measures taken by the US administration, which could affect the growth rate of the global economy.
The Group operates on five continents and is exposed to political risks both locally and globally. The geopolitical
instability of some of them (e.g. Türkiye and Egypt) may influence demand trends.
The current geopolitical tensions, particularly the ongoing conflicts in several Middle Eastern countries and the
prolonged war between Russia and Ukraine, remain key drivers of global instability. Despite diplomatic efforts
and the involvement of major world economies, including the United States, a comprehensive resolution appears
unlikely in the short term.
The medium-term outlook remains highly uncertain, with numerous challenges hampering efforts to identify a
path towards de-escalation.
The Group, with the support of the relevant departments:
• actively monitors market conditions in order to anticipate any adverse scenarios;
• optimizes supply by focusing investment and resources on solutions that are more profitable and more
resilient to a contraction in demand, such as low-emission products that benefit from greater regulatory
and market stability;
• implements strict operating cost discipline including through the conclusion of long-term contracts to
mitigate volatility and secure favorable energy and logistical costs to defend the contribution margin.
Based on the evidence currently available and the scenarios that can be modelled, there are no expected
significant 'direct' or 'indirect' effects related to the aforementioned geopolitical risks on the Company's and the
Group's economic activity, financial situation and economic results.
Consolidated Financial Statements 2025 Cementir Holding NV | 346
Gr
oup's value
The market capitalisation of Cementir shares at 31 December 2025 was EUR 2,988.3 million (EUR 1,677.1
million at 31 December 2024) compared with the Group's shareholders' equity of EUR 1,853.0 million (EUR
1,717.0 million as at 31 December 2024).
It is believed that the value of the Group should be determined with regard to its ability to generate cash flows rather
than on stock market values that also reflect situations not strictly related to the Group, with expectations focused on
the short term.
Segment reporting
In accordance with IFRS 8, the Group has identified its operating segments on the basis of the Parent’s internal
reporting system for management purposes.
The Group’s operations are organised on a regional basis, divided into Regions that represent the following
geographical areas: Nordic & Baltic, Belgium, North America, Türkiye, Egypt, Asia Pacific and Italy (hereinafter
also “Holding and Services”).
The Nordic & Baltic region includes Denmark, Norway, Sweden, Iceland, Poland and the white cement
operations in Belgium and France. The Belgium region includes the activities of the Compagnie des Ciments
Belges S.A. group in Belgium and France. The North America region includes the United States. The Asia
Pacific region includes China, Malaysia and Australia. “Holding and Services” includes the Parent Company,
Spartan Hive, Aalborg Portland Digital and other smaller companies.
The Group’s geographical segments consist of the non-current assets of each company based and operating
in the above areas. Transfer prices applied to transactions between segments for the exchange of goods and
services comply with normal market conditions.
The following table shows the performance of each operating segment at 31 December 2025:
Consolidated Financial Statements 2025 Cementir Holding NV | 347
Holding Unallocated CEMENTIR Nordic & North Asia (EUR'000) Belgium Türkiye Egypt and items and HOLDING Baltic America Pacific Services adjustments GROUP Operating revenue 734,653 355,522 183,109 358,655 52,232 98,265 191,454 (247,149) 1,726,741 and other income Intra-segment (87,320) (2) (2,700) (13,917) (21,924) - (121,286) 247,149 operating revenue Contributed operating 647,333 355,520 180,409 344,738 30,308 98,265 70,168 - 1,726,741 revenue Segment result 181,811 120,947 23,760 78,282 8,770 17,960 7,970 - 439,500 (EBITDA) Amortisation, depreciation, (54,593) (38,300) (15,908) (21,103) (1,523) (8,679) (4,302) - (144,408)impairment losses and provisions EBIT 127,218 82,647 7,852 57,179 7,247 9,281 3,668 - 295,092 Net profit (loss) of equity-accounted 313 - - - - - - - 313 investees Net financial income - - - - - - - (9,144) (9,144) (expense) Profit (loss) before - - - - - - - - 286,261 taxes Income taxes - - - - - - - (77,359) (77,359) Profit (loss) for the - - - - - - - - 208,902 year
Consolidated Financial Statements 2025 Cementir Holding NV | 348
The following table shows the performance of each operating segment at 31 December 2024:
Holding Unallocated CEMENTIR Nordic & North Asia (EUR'000) Belgium Türkiye Egypt and items and HOLDING Baltic America Pacific Services adjustments GROUP Operating revenue 704,230 337,855 179,398 413,670 45,300 109,147 160,714 (236,419) 1,713,895 and other income Intra-segment (78,144) (1) (1,253) (21,217) (12,578) - (123,226) 236,419 operating revenue Contributed operating 626,086 337,854 178,145 392,453 32,722 109,147 37,488 - 1,713,895 revenue Segment result 173,716 93,942 24,774 86,770 16,874 21,240 (9,974) - 407,342 (EBITDA) Amortisation, depreciation, (53,514) (38,041) (16,346) (22,322) (2,204) (8,909) (3,984) - (145,320)impairment losses and provisions EBIT 120,202 55,901 8,428 64,448 14,670 12,331 (13,958) - 262,022 Net profit (loss) of equity-accounted 1,154 - - - - - - - 1,154 investees Net financial income - - - - - - - 21,716 21,716 (expense) Profit (loss) before - - - - - - - - 284,892 taxes Income taxes - - - - - - - (70,437) (70,437) Profit (loss) for the - - - - - - - - 214,455 year
The fo
llowing table shows the other financial data of the geographical sector as of 31 December 2025:
Investments in property, plant Segment total Non current Segment total Equity-accounted (EUR'000) and equipment assets segment assets liabilities investments and intangible asset Nordic & Baltic 806,632 571,201 358,681 10,459 45,891 Belgium 535,937 417,582 198,634 122 22,647 North America 313,982 182,533 61,375 - 7,572Türkiye 599,103 405,192 152,610 - 26,159Egypt 93,323 17,866 20,946 - 4,852Asia Pacific 146,943 67,706 36,376 - 6,718Holding and 357,367 86,997 49,683 - 22,494Services Total 2,853,287 1,749,077 878,305 10,581 136,333
Consolidated Financial Statements 2025 Cementir Holding NV | 349
The following table shows the other financial data by sector as of 31 December 2024:
Investments in property, plant Segment total Non current Segment total Equity-accounted (EUR'000) and equipment assets segment assets liabilities investments and intangible asset Nordic & Baltic 791,227 579,500 391,955 9,993 58,985 Belgium 510,024 421,022 176,618 143 65,025 North America 369,274 214,498 72,093 - 7,672Türkiye 610,358 418,769 157,017 - 20,990Egypt 95,632 17,003 23,823 - 7,650Asia Pacific 168,800 73,918 36,659 - 4,249Holding and 210,409 78,190 41,175 - 15,501Services Total 2,755,724 1,802,900 899,340 10,136 180,072
The f
ollowing table shows revenue from third-party customers for each geographical segment in 2025:
CEMENTIR Nordic & NorthAsia Rest of (EUR'000) Belgium Türkiye Egypt Italy HOLDING Baltic America Pacific the world GROUP Revenue by customer 736,802 228,179 184,846 314,760 14,172 100,217 9,794 50,870 1,639,640 geographical location
The following table shows revenue from third-party customers by geographical segment in 2024:
CEMENTIR Nordic & NorthAsia Rest of (EUR'000) Belgium Türkiye Egypt Italy HOLDING Baltic America Pacific the world GROUP Revenue by customer 718,768 239,588 191,491 367,699 13,391 105,738 4,379 45,889 1,686,943 geographical location
Al
so refer to note 21) for information on segment revenue by product.
For
details of the products and services from which each reportable segment derives its revenues, please
see the Director’s Report.
Notes
1) Intangible assets with a finite useful life
At
31 December 2025, intangible assets with a finite useful life amounted to EUR 191,824 thousand (EUR
194,593 thousand at 31 December 2024). Concession rights and licences mainly consisted of concessions to
use quarries and software licences for the IT system (SAP R/3). The increase in the period is attributable to
projects relating to improvements in IT processes, technology, infrastructure and IT security measures. In
particular, the main projects concerned updates, evolutions and enhancements in the field of ERP (SAP)
systems and management and operational reporting, interventions on cybersecurity and on the updating of
network infrastructures to support the Group's operations. The increases also include investments made in
accordance with the Emissions Trading System Regulation.
Other intangible assets include the values assigned to certain assets upon acquisition of the CCB Group and
LWCC, such as customer lists and contracts for the exclusive exploitation of quarries. These amounts were
recognised as part of the purchase price allocation for the acquisition of these companies.
Amortisation is applied over the assets’ estimated useful life.
Concessions, Other Assets under Development (EUR'000) licenses and intangible development Total expenditure trademarks assets and advances Gross amount at 1 January 1,786 68,283 286,205 1,951 358,225 2025 Hyperinflation adjustment in - 1,965 - - 1,965 respect of Türkiye Additions -15219,171 3,680 23,003 Disposals - - - - - Impairment losses - - - - - Change in consolidation scope -(77)(264)-(341) Exchange differences -(4,350)(13,171) (1)(17,522) Reclassifications -7152,822 (4,036) (499) Gross amount at 31 December 1,786 66,688 294,763 1,594 364,831 2025 Amortisation at 1 January 2025 1,786 32,486 129,360 -163,632Hyperinflation adjustment in - 1,949 - - 1,949 respect of Türkiye Amortisation -1,89213,035 -14,927 Decrease - - (3) -(3) Change in consolidation scope -(68)(238)-(306) Exchange differences -(1,409)(5,783) -(7,192) Reclassifications - - - - - Amortisation at 31 December 1,786 34,850 136,371 - 173,0072025 Net amount at 31 December - 31,838 158,392 1,594 191,824 2025
The G
roup spent approximately EUR 1.6 million on research and development during the year (EUR 2.0 million
at 31 December 2024), all of which was recognised in the income statement.
Consolidated Financial Statements 2025 Cementir Holding NV | 350
Consolidated Financial Statements 2025 Cementir Holding NV | 351
Concessions, Other Assets under Development (EUR'000) licenses and intangible development Total expenditure trademarks assets and advances Gross amount at 1 January 1,786 63,747 265,808 1,565 332,906 2024 Hyperinflation adjustment in - 2,758 1,660 - 4,418respect of Türkiye Additions -7612,614 931 13,621 Disposals - - - - - Impairment losses - - - - - Change in consolidation scope - - 2,232 -2,232 Exchange differences -1,3045,676 (1)6,979 Reclassifications -398(1,785) (544)(1,931)Gross amount at 31 December 1,786 68,283 286,205 1,951 358,225 2024 Amortisation at 1 January 2024 1,786 29,459 113,241 -144,486Hyperinflation adjustment in - 602 1,655 - 2,257respect of Türkiye Amortisation -2,15612,771 -14,927 Decrease - - (5) -(5) Change in consolidation scope - - - - - Exchange differences -2691,698 -1,967 Reclassifications - - - - - Amortisation at 31 December 1,786 32,486 129,360 - 163,6322024 Net amount at 31 December - 35,797 156,845 1,951 194,593 2024
2) In
tangible assets with an indefinite useful life (goodwill)
The Group regularly tests intangible assets with an indefinite useful life, consisting of goodwill allocated to
CGUs, for impairment.
At 31 December 2025, the item amounted to EUR 434,556 thousand (EUR 448,262 thousand at 31 December
2024).
The following table shows CGUs by macro geographical segment:
31.12.2025 Nordic & North Türkiye Egypt Asia Pacific Total Baltic America (EUR'000) Opening balance 261,981 29,614 152,502 721 3,444 448,262 Hyperinflation adjustment in respect - - 30,113 - 30,113 of Türkiye Additions - - - - Disposals - - - - Impairment losses - - - - Change in consolidation scope - - (2,589) - (2,589) Exchange differences (81) (3,430) (37,581) (40) (98) (41,230) Reclassifications - - - Closing balance 261,900 26,184 142,445 681 3,346 434,556
Consolidated Financial Statements 2025 Cementir Holding NV | 352
31.12.2024 Nordic & North Türkiye Egypt Asia Pacific Total Baltic America (EUR'000) Opening balance 253,772 27,843 118,850 1,112 2,938 404,515 Hyperinflation adjustment in respect - - 45,496 - - 45,496 of Türkiye Additions - - - - - - Disposals - - - - - - Impairment losses - - - - - - Change in consolidation scope 9,292 - - - 240 9,532 Exchange differences (1,083) 1,771 (11,844) (391) 266 (11,281) Reclassifications - - - - - - Closing balance 261,981 29,614 152,502 721 3,444 448,262
In line with previous years, the Group tested the cash generating units (hereinafter CGUs), to which goodwill
had been allocated, for impairment.
CGUs are defined as the smallest identifiable group of assets that generates cash inflows which are largely
independent of cash inflows generated by other assets or groups of assets. The Group’s CGUs consist of
companies and/or the specific facilities they operate and to which goodwill paid at acquisition was allocated.
At 31 December 2025, the Group represented the CGUs on the basis of its operating segments, consistent
with corporate organisation. The CGU groupings for the “Nordic & Baltic”, “Türkiye” and “Asia Pacific” include
CGUs to which goodwill was allocated for the local acquisitions of companies.
In particular, the “Nordic & Baltic” CGU grouping includes the Aalborg Portland group, Unicon Denmark and
Unicon Norway, the “North America” CGU grouping includes the United States, the “Türkiye” CGU grouping
includes the Cimentas group, Lalapasa, Sureko, Elazig Cimento, Egypt refers to the Sinai White Cement
Company, while the “Asia Pacific” CGU grouping includes Aalborg Portland Malaysia, Aalborg Portland Anqinq
and Aalborg Portland Australia.
Impairment testing of the CGUs covered cash flows tied to the relative groups, to check for impairment.
Impairment testing involved comparing each CGU’s carrying amount with its value in use, determined using
the discounted cash flow (DCF) method applied to the future cash flows forecast by the three/five-year plans
prepared by the directors of each CGU. Cash flow projections were estimated based on the budget forecasts
for 2026 approved by the Boards of Directors of the respective subsidiaries and on those for the following
two/four-year period prepared by company management; these projections were prepared on the basis of the
Group Business Plan, examined and approved by the Board of Directors of Cementir Holding NV on 12
February 2026. The terminal values were determined using a perpetual growth rate. Cash flow projections
include the impact of climate risks on expected future cash flows related to investments aimed at reducing
CO2 emissions.
The discount rate applied to the estimated future cash flows was determined for each CGU using a weighted
average cost of capital (WACC).
Consolidated Financial Statements 2025 Cementir Holding NV | 353
Key assumptions to determine value in use of CGUs were as follows:
Average increase of Average EBITDA ratio 31.12.2025 Growth rate of Discount rate revenue 2026 to 2026 to terminal terminal values terminal period period Values in % Nordic & Baltic 1% 6.1% 5.1% 26.6% North America 2% 8.7% 5.3% 14.6% Türkiye 5% 20.6% 12.2% 19.9% Egypt 3% 19.7% 10.4% 16.5% Asia Pacific 3% 8.0% 3% 14.3%
Average increase of Average EBITDA ratio 31.12.2024 Growth rate of Discount rate revenue 2025 to 2025 to terminal terminal values terminal period period Values in % Nordic & Baltic 1.5% 6.1% 8.7% 25.2% North America 2% 8.8% 5.4% 14.9% Türkiye 6% 21.8% 15.0% 16.4% Egypt 3% 20.0% 15.3% 28.2% Asia Pacific 3% 8.6% 4.1% 17.0%
The above tests did not identify any impairment at 31 December 2025.
Taking into account the key assumptions set out above, management performed a sensitivity analysis
assuming the following:
• A discount rate fluctuation hypothesis (WACC). Specifically, a possible reasonable variation in WACC, at the
same conditions, would not result in the recognition of any significant impairment loss for all the CGUs listed
above. The changes applied to the assumption, based on the peculiarities of the CGU and the
macroeconomic environment in which they operate, are as follows:
or Nordic & Baltic +/- 0.4%
or North America +/- 0.4%
or Türkiye +/- 0.4%
or Egypt +/- 0.4%
or Asia Pacific +/- 0.4%
• A reduction in growth rates of -1%, other things being equal, would not result in the recognition of any
significant impairment loss for all the aforesaid CGUs.
• A r
eduction in annual revenue growth with a 10% impact on the EBITDA ratio, all other things being equal,
would not result in the recognition of any impairment loss for all the aforementioned CGUs, except for Türkiye
for which the break even will be reached with an EBITDA ratio reduction of 2%.
The input assumptions stated in the table above were applied to estimates and forecasts determined by on
the basis of past experience and expected developments in the markets in which the Group operates. The
Group constantly monitors circumstances and events that could lead to impairment losses based on
developments in the current economic climate.
Consolidated Financial Statements 2025 Cementir Holding NV | 354
3) Pr
operty, plant and equipment
At 31 December 2025, property, plant and equipment amounted to EUR 948,047 thousand (EUR 990,085
thousand at 31 December 2024).
Additional disclosures for each category of property, plant and equipment are set out below:
Assets under Land and Plant and(EUR'000) Quarries Otherdevelopment Total buildings equipment and advances Gross amount at 1 January 2025 571,960 197,381 1,689,553 234,561128,599 2,822,054 Hyperinflation adjustment in respect of 42,882 2,875 121,948 6,996(92) 174,609Türkiye Additions 2,943 1,938 25,949 18,71565,114 114,659 Disposals (4,241) (350) (51,434) (37,363) (171) (93,559)Impairment losses - Change in consolidation scope (22,635) (504) (63,027) (2,638) (118)(88,922)Exchange differences (61,860) (2,222) (171,373) (15,385)(1,680) (252,520) Reclassifications and similar changes 27,175 105 77,084 2,296(106,667) (7) Gross amount at 31 December 2025 556,224 199,223 1,628,700 207,18284,985 2,676,314 Amortisation at 1 January 2025 345,167 26,012 1,304,918 155,8721,831,969 Hyperinflation adjustment in respect of 24,747 1,635 115,992 6,352- 148,726Türkiye Depreciation 14,629 3,877 66,103 30,254- 114,863Decrease (3,816) (51,259) (34,100)- (89,175)Change in consolidation scope (18,953) (109) (59,815) (2,457) - (81,334)Exchange differences (33,375) (1,202) (149,852) (12,154)- (196,583)Reclassifications and similar changes 152 (351)- (199) Amortisation at 31 December 2025 328,551 30,213 1,226,087 143,416- 1,728,267Net amount at 31 December 2025 227,673 169,010 402,613 63,76684,985 948,047
Note 31 IFRS 16 – “Leases” gives a breakdown of Right of use assets categorised according to their nature.
Consolidated Financial Statements 2025 Cementir Holding NV | 355
Assets under Land and Plant and (EUR'000) QuarriesOtherdevelopment Total buildings equipment and advances Gross amount at 1 January 2024 520,290 191,095 1,507,248 193,70995,102 2,507,444 Hyperinflation adjustment in respect of 57,759 793 167,153 12,320792 238,817 Türkiye Additions 6,682 2,173 23,780 40,80793,008 166,450 Disposals (3,750) - (16,243) (13,098) (4) (33,095)Impairment losses - - - -- - Change in consolidation scope 1,207 - 1,340 2,008-4,555Exchange differences (14,585) 489 (44,347) (2,928)(2,382) (63,753) Reclassifications and similar changes 4,357 2,831 50,622 1,743(57,917) 1,636 Gross amount at 31 December 2024 571,960 197,381 1,689,553 234,561128,599 2,822,054 Amortisation at 1 January 2024 310,465 21,371 1,141,415 125,263- 1,598,514Hyperinflation adjustment in respect of 32,350 850 156,700 11,416- 201,316Türkiye Depreciation 13,674 3,969 63,672 33,222- 114,537Decrease (3,631) - (16,182) (11,546) - (31,359)Change in consolidation scope - - - -- - Exchange differences (7,687) (178) (40,687) (2,349) - (50,901)Reclassifications and similar changes (4) - (134)- (138) Amortisation at 31 December 2024 345,167 26,012 1,304,918 155,872- 1,831,969Net amount at 31 December 2024 226,793 171,369 384,635 78,689128,599 990,085
See
the section on accounting policies for the useful life criteria adopted by the Group.
The net amount of property, plant and equipment is pledged for EUR 103.5 million (EUR 105.3 million at 31
December 2024), as collateral for bank loans, the residual amount of which at 31 December 2025 is EUR 76.5
million (EUR 106.1 million at 31 December 2024).
As at 31 December 2025, there were no contractual commitments in place for the purchase of property, plant
and equipment, as at 31 December 2024. No financial expenses were capitalised in 2025, nor in 2024.
The increases during the period mainly concern energy efficiency measures and reductions in the consumption
of electricity, fuels and raw materials, with a particular focus on increasing the use of alternative fuels with
biogenic characteristics in order to prepare the group for the "phase out" of fossil fuels.
Revamping and extraordinary maintenance activities on production lines and auxiliary systems, including
preparatory interventions for future Carbon Capture & Storage (CCS) projects to make the plants more reliable
Investments classified in accordance with IFRS 16 also continued, according to the group's plans, relating to
the renewal of the fleet of vehicles for the transport of cement, concrete and aggregates, as well as the
adjustments of some logistics terminals.
Consolidated Financial Statements 2025 Cementir Holding NV | 356
4) Investment property
Investment property amounting to EUR 117,182 thousand (EUR 116,815 thousand at 31 December 2024) are
exposed at fair value.
(EUR'000) 31.12.2025 31.12.2024 Land Buildings Total LandBuildings Total Opening balance 98,084 18,731 116,815 67,80919,776 87,585 Hyperinflation adjustment in 23,102 209 23,311 26,3031,432 27,735 respect of Türkiye Additions - - - -- - Disposals - - - (4,053)- (4,053) Fair value gains (losses) 6,383 (1,091) 5,292 15,606(2,241) 13,365 Exchange differences (27,356) (880) (28,236) (7,581)(236) (7,817) Reclassifications - - - -- - Closing balance 100,213 16,969 117,182 98,08418,731 116,815
The amount of investment property in 2025 mainly comprises land and buildings of the Cimentas Group amounting
to EUR 101.5 million (EUR 100.1 million at 31 December 2024).
At 31 December 2025, the change in fair value mainly includes the revaluation of properties in Türkiye for
approximately EUR 6.3 million. The decrease in fair value is entirely related to the property in Torrespaccata (Rome),
which is reduced compared to the previous year by EUR 1.0 million due to the decrease in market prices of
commercial properties in 2025.
The value of the Investment property is not pledged for any sum as collateral.
The fair value of investment property was determined at the end of each period by independent property
assessors who meet professionalism requirements, bearing in mind mainly the prices of other similar assets
recently involved in transactions or currently offered on the same market. Refer to note 33) for information on fair
value.
5) Equity-accounted investments
The item includes the Group’s share of equity in equity-accounted associates and joint ventures. The carrying
amount of these investments and the Group’s share of the investees’ profit or loss are shown below:
31.12.2025 (EUR'000) Registered % Carrying Share of profit Companies Business office owned amount or loss Ready-mixed Gdańsk ECOL Unicon Spzoo 49% 4,845 16 concrete (Poland) Svedala ÅGAB Syd Aktiebolag Aggregates 40% 2,635 223 (Sweden) Liège-Recybel Other Flémalle 25.5% 122 42 (Belgium) NB Beton Aps Calcestruzzo Denmark 49.0% 2,979 32 Total 10,581 313
Consolidated Financial Statements 2025 Cementir Holding NV | 357
31.12.2024 (EUR'000) % RegisteredCarrying Share of profit Companies Business office owned amount or loss Ready-mixed Gdańsk ECOL Unicon Spzoo 49% 4,768 680 concrete (Poland) Svedala ÅGAB Syd Aktiebolag Aggregates 40% 2,274 205 (Sweden) Liège-Recybel Other Flémalle 25.5% 143 - (Belgium) NB Beton Aps Calcestruzzo Denmark 49.0% 2,951 269 Total 10,136 1,154
No indicators of impairment were identified for these investments.
6) Oth
er investments
(EUR'000) 31.12.2025 31.12.2024 Other investments Opening balance 384 352 Hyperinflation adjustment in respect of Türkiye 33 45 Increase (decrease) 7,000 - Fair value gains (losses) - - Change in consolidation scope - - Exchange differences (40) (13)Other investments Closing balance 7,377 384
The increase of EUR 7 million refers to the redeemable bonds’ subscription by Alfacem S.r.l. to acquire a
minority stake in Newcleo Ltd. The bonds have been converted into share on 2026, January.
7) In
ventories
The br
eakdown of inventories is shown below:
(EUR'000) 31.12.2025 31.12.2024 Raw materials, consumables and supplies 108,727 114,125 Work in progress 77,569 57,697 Finished goods 53,113 55,695 Advances 697 618 Inventories 240,106 228,135
Changes were recorded over the period in the different inventory categories as a result of manufacturing processes
and sales, the costs of the raw materials used for production and the foreign exchange rates used to translate
financial statements stated in foreign currencies.
The change in raw materials, consumables and supplies, negative for EUR 7,397 thousand (negative for EUR
6,775 thousand at 31 December 2024) was expensed in the income statement as “Raw materials costs” (note
Consolidated Financial Statements 2025 Cementir Holding NV | 358
23). The positive change in work in progress and finished goods was recorded in the income statement for a
total of EUR 24.435 thousand (31 December 2024: negative for EUR 497 thousand).
It should be noted that the net realised value of the inventories is higher than the carrying amount.
8) Trade receivables
Tr
ade receivables, net of related loss allowance, totalling EUR 147,666 thousand (EUR 181,786 thousand at
31 December 2024), are comprised of the following items:
(EUR'000) 31.12.2025 31.12.2024 Trade receivables 149,151 183,010 Loss allowance (2,897) (2,840) Net trade receivables 146,254 180,170 Advances to suppliers 1,340 1,476 Trade receivables - related parties (note 34) 72 140 Trade receivables 147,666 181,786
The carrying amount of trade receivables equals their fair value; They arise on commercial transactions for the
sale of goods and services and do not present any significant concentration risks.
In Türkiye, received collaterals amount to EUR 79,7 million as at 31 December 2025 (EUR 62.4 million as at
31 December 2024).
The decrease in trade receivables compared to 31 December 2024 is attributable to a reduction in revenue in
the last period together with higher receipts.
(EUR'000) 31/12/2025 31/12/2024 Loss allowance at the beginning of the period 2,840 3,411 Provisions 426 92 Utilisations (177) (454)Decrease - (122)Change in consolidation scope - - Exchange differences (192) (86)Reclassifications - - Other changes - - Loss allowance at the end of the period 2,897 2,840
Consolidated Financial Statements 2025 Cementir Holding NV | 359
The breakdown by due date is shown below:
(EUR'000) 31.12.2025 31.12.2024 Not yet due 126,450 162,576 Overdue: 22,701 20,434 0-30 days 16,025 16,051 30-60 days 3,007 2,900 60-90 days 1,409 405 More than 90 days 2,260 1,078 Total trade receivables 149,151 183,010 Loss allowance (2,897) (2,840) Net trade receivables 146,254 180,170
9) Cu
rrent and non-current financial assets
Non
-current financial assets totalled EUR 29 thousand (EUR 529 thousand at 31 December 2024).
Cur
rent financial assets totalled EUR 6,492 thousand (EUR 17,635 thousand 31 December 2024) and break
down as follows:
(EUR'000) 31.12.2025 31.12.2024 Fair value of derivatives 3 - Accrued income/ Prepayments 246 234 Loan assets - related parties (note 34) 219 446 Other financial receivables 6,024 16,955 Current financial assets 6,492 17,635
Ot
her financial receivables mainly include investments by Aalborg Portland A/S.
10) Cu
rrent tax assets
Current tax assets, amounting to EUR 17,353 thousand (EUR 13,280 thousand at 31 December 2024) mainly
refer, for approximately EUR 11.8 million, to the receivables from the revenue office for IRES and IRAP
advances paid to the receivable relating to the request for reimbursement due to lower royalties related to the
so-called Mutual Agreement Procedure (MAP).
11) Oth
er current and non-current assets
Ot
her non-current assets totalled EUR 563 thousand (EUR 402 thousand at 31 December 2024) and mainly
consisted of deposits.
Other current assets totalled EUR 73,810 thousand (EUR 26,385 thousand at 31 December 2024) and
consisted of non-commercial items.
Consolidated Financial Statements 2025 Cementir Holding NV | 360
The item breaks down as follows:
(EUR'000) 31.12.2025 31.12.2024 VAT assets 20,786 13,905 Personnel 1,794 1,402 Accrued income 279 250 Prepayments 4,058 3,671 Other receivables 46,893 7,156 Other current assets 73,810 26,385
The
other receivables include approximately EUR 18.6 million for the contribution granted through the Just
Transition Fund to cover the investment planned in Belgium starting from 2027, and the credit for the insurance
reimbursement of approximately EUR 20 million for the accidents that occurred in 2023 and 2025 at the plant
in Belgium.
12) Cash
and cash equivalents
To
talling EUR 618,783 thousand (EUR 485,603 thousand at 31 December 2024), the item consists of liquidity held
by the Group, which is usually invested in remunerated short-term deposits:
(EUR'000) 31.12.2025 31.12.2024 Bank and postal deposits 614,433 484,678 Bank deposits - related parties (note 34) 1 - Cash-in-hand and cash equivalents 4,349 925 Cash and cash equivalents 618,783 485,603
For
more details, please refer to the consolidated statement of cash flows.
13) Eq
uity
Equity attributable to the owners of the parent
Equi
ty attributable to the owners of the parent at 31 December amounted to EUR 1,853,032 thousand (EUR 1,717,031
thousand at 31 December 2024). Group earnings for 2025 amounted to EUR 206,405 thousand (EUR 201,640
thousand in 2024).
Shar
e capital
The Parent’s share capital consists of 159,120,000 ordinary shares with a par value of EUR 1 each. It is fully paid
up and has not changed with respect to the previous year end. There are no pledges or restrictions on the shares.
Ot
her reserves
Treasury shares
The number of treasury shares held following the completion of the share buy-back programme (the
“Programme”) in October 2021 has not changed.
Consolidated Financial Statements 2025 Cementir Holding NV | 361
It should be noted that under the Programme, between 15 October 2020 and 12 October 2021 (ends included),
3,600,000 treasury shares, equal to 2.2624% of the share capital, were purchased on the Mercato Telematico
Azionario organised and managed by Borsa Italiana S.p.A. at a weighted average price of EUR 8.1432 per
share and for a total outlay of EUR 29,315 thousand.
Translation reserve
At 31 December 2025, the translation reserve had a negative balance of EUR 1,071,897 thousand (negative
EUR 980,058 thousand at 31 December 2024), broken down as follows:
(EUR'000) 31.12.202531.12.2024Change Türkiye (Turkish lira – TRY) (881,146)(810,355)(70,791) USA (US dollar – USD) 1,46412,009(10,545) Egypt (Egyptian pound – EGP) (164,425)(160,655)(3,770) Iceland (Icelandic krona – ISK) (2,811)(2,665)(146) China (Chinese renminbi yuan – CNY) 6,42410,491(4,067) Norway (Norwegian krone – NOK) (9,631)(9,648)17 Sweden (Swedish krona – SEK) (1,738)(2,289)551 Other countries (20,034)(16,948)(3,086) Total translation reserve - attributable to Group (1,071,897)(980,058)(91,839)
The
main changes during the period concern the devaluations of currencies in Türkiye and Egypt, partially
offset by the effect, equal to EUR 19.0 million, deriving from the sale of the shareholding in Kars that took place
with effect from 1 December 2025.
Di
vidends
During the year, the 2024 dividend was distributed to shareholders in the amount of EUR 0.28 per ordinary
share, for a total amount of EUR 43,546,000, net of treasury shares.
Equ
ity attributable to non-controlling interests
Equity attributable to non-controlling interests at 31 December 2025 amounted to EUR 121,950 thousand (EUR
139,353 thousand at 31 December 2024). Profit attributable to non-controlling interests for 2025 totalled EUR
2,497 thousand (EUR 12,815 thousand in 2024).
Capital management
The Board’s policy is to maintain a strong capital base aiming to safeguard investor, creditor and market
confidence and to sustain future development of the business. Management manages the capital structure by
constantly monitoring the evolution of net debt/net financial position, net debt ratio and equity ratio. For this
purpose, net financial debt is calculated as total financial liabilities (as shown in the statement of financial
position) less cash and cash equivalents and current financial assets. Adjusted Equity comprises all
components of equity other than amounts accumulated in the hedging and cost of hedging reserves.
Consolidated Financial Statements 2025 Cementir Holding NV | 362
Specifically, in the meeting of 12 February 2026, the Board of Directors of Cementir Holding NV approved the
update of the Business Plan 2026 - 2028 with the aim of achieving a net cash position of over EUR 800 million
at the end of the plan, deriving from cash generation of around EUR 330 million.
The following table highlights the financial indicators:
Ratio (EUR'000) 20252024 Total Financial Liabilities 160,204212,803 - Less cash and cash equivalents and current financial assets (625,276)(503,239) Net Financial Debt (465,072)(290,436) Total Equity 1,974,9821,856,384 - Hedging reserve (927) (1,896)Adjusted Equity 1,974,0551,854,488Net Gearing Ratio (Net Financial Debt/Adjusted Equity) -23.56% -15.66%Adjusted Equity 1,974,0551,854,488 Total Assets 2,853,2872,755,724 Equity ratio (Adjusted Equity/Total Assets) 69.19%67.30%
The c
ost of borrowing is 6.32% of average debt in 2025 (5.59% in 2024).
The Group's Management monitors the performance of the Return on Equity calculated by dividing the Result
from continuing operations by the Shareholders' Equity. This indicator is equal to 10.58% in 2025 (11.55% in
2024).
Consolidated Financial Statements 2025 Cementir Holding NV | 363
Subsidiaries with material non-controlling interests
Aalborg Portland Malaysia AB Sydsten (EUR'000) 31.12.2025 31.12.2024 31.12.2025 31.12.2024 Revenue 49,173 50,221 51,935 47,550 Profit for the year: 1,951 2,467 2,386 2,525 - attributable to the owners of the Parent 1,366 1,727 1,008 1,081- attributable to non-controlling interests 585 740 1,378 1,444Other comprehensive income (expense) (1,735) 4,602 2,200 (954)Comprehensive income (expense) for the 216 7,069 4,586 1,571year Assets: 74,747 76,644 49,116 48,347 - Non-current assets 24,069 25,585 22,066 21,861- Current assets 50,678 51,059 27,049 26,486Liabilities: 15,881 15,570 26,415 27,247- Non-current liabilities1,823 2,042 12,993 13,558 - Current liabilities 14,058 13,528 13,421 13,689Net assets 58,866 61,074 22,701 21,100 - attributable to the owners of the Parent 41,206 42,752 10,612 9,991- attributable to non-controlling interests17,660 18,322 12,089 11,109 Net change in cash flow 8,011 8,156 7,128 8,941 Dividends paid to third parties 727 730 1,662 1,481
Lehigh White Cement Company Sinai White Portland Cement (EUR'000) 31.12.2025 31.12.2024 31.12.2025 31.12.2024 Revenue 154,518 160,927 48,022 46,264 Profit for the year: 6,452 9,011 7,115 30,341 - attributable to the owners of the Parent 4,366 5,970 6,867 23,413 - attributable to non-controlling interests 2,086 3,041 248 6,928 Other comprehensive income (expense) (15,100) 8,360 (3,911) (24,806) Comprehensive income (expense) for the (8,648) 17,371 3,204 5,535 year Assets: 268,659 315,320 98,398 97,911 - Non-current assets 144,016 172,307 17,866 17,003 - Current assets 124,643 143,013 80,532 80,908 Liabilities: 45,885 53,055 23,966 20,171 - Non-current liabilities 21,185 26,684 8,101 10,063 - Current liabilities 24,700 26,371 15,865 10,108 Net assets 222,773 262,265 74,432 77,740 - attributable to the owners of the Parent 140,903 165,856 71,835 75,027 - attributable to non-controlling interests 81,870 96,409 2,597 2,713 Net change in cash flow 25,753 20,980 4,351 6,059 Dividends paid to third parties - - - -
Consolidated Financial Statements 2025 Cementir Holding NV | 364
14) Employee benefits
Employee benefits totalled EUR 20,259 thousand (EUR 25,941 thousand at 31 December 2024) and included
provisions for employee benefits and post-employment benefits. Where conditions are met for their recognition,
liabilities are also recognised for future commitments connected with medium/long-term incentive plans that
will be paid to employees at the end of the plan period. The long-term incentive plan envisages the payment
of a variable monetary reward, calculated on the basis of the gross annual salary of the beneficiary, which is
tied to the achievement of the business and financial objectives in the Industrial Plans prepared and approved.
It amounted to EUR 2,806 thousand at 31 December 2025 (EUR 2,997 thousand at 31 December 2024).
Liabilities for employee benefits, mainly in Türkiye, Belgium and Norway, are included in the defined benefit
plans and are partly funded by insurance plans that do not have quoted market prices in active markets. In
particular, plan assets refer to the pension plans in Belgium and Norway. Liabilities are valued applying
actuarial methods and assets have been calculated based on the fair value at the reporting date. Post-
employment benefits are an unfunded and fully provisioned liability recognised for benefits attributable to
employees upon or after termination of employment. This liability is a defined contribution plan. The
assumptions are summarised in the table below:
Values in % 31.12.2025 31.12.2024 Annual discount rate 2%-4% 2%-4% Expected return on plan assets 2.5% 2.5% Annual post-employment benefits growth rate 3.31% 3.31%
The amounts disclosed in the statement of financial position were determined as follows:
(EUR'000) 31.12.2025 31.12.2024 Liabilities for employee benefits 55,124 59,244 Fair value of plan assets (37,671) (36,299) Employee benefits 17,453 22,945 Long-term incentive plan obligation 2,806 2,997 Total employee benefits 20,259 25,942
The tables below show changes in the net liabilities/(assets) for employee benefits and the related parts:
(EUR'000) 31.12.2025 31.12.2024 Liabilities for employee benefits opening balance 59,244 54,823 Current service cost (1,293) 1,958 Interest cost 1,646 2,081 Net actuarial gains recognised in the year (1,313) 3,794 Change in consolidation scope (264) - Exchange differences (187) (469) Other changes - - (Benefits paid) (2,709) (2,943) Liabilities for employee benefits closing balance 55,124 59,244
Consolidated Financial Statements 2025 Cementir Holding NV | 365
(EUR'000) 31.12.2025 31.12.2024 Fair value of plan assets opening balance 36,299 35,079 Financial income on plan assets 1,103 1,293 Net actuarial gains recognised in the year 197 (175) Change in consolidation scope - - Exchange differences (17) (196)Other changes - - (Net benefits paid) 89 298 Fair value of plan assets closing balance 37,671 36,299
At
31 December 2025, the effect on the Defined Benefit plans in Belgium/France of a decrease or increase in
the key assumptions, is shown below:
- Discount rate +50 bp: EUR -0.6 million;
• Discount rate -50 bp: EUR +0.6 million;
• Inc
rease in healthcare costs + 1%: EUR 0.5 million
Regarding these plans, the life expectancy for an employee of 65 y.o. today:
• Be
lgium: M: 20.93 years / F: 24.58 years
• Fr
ance: plans are related to payment during active life or at retirement so the information is not relevant.
Emp
loyer and employees’ contribution 2025 related to pension plans in Belgium are:
• Em
ployees’ contribution: EUR 0.4 million
• Em
ployer’s contributions: EUR 1.4 million
Ex
pected Employer contribution 2026 related to pension plans in Belgium are EUR 1.4 million.
The ov
erall duration of these liabilities is 10 years.
Consolidated Financial Statements 2025 Cementir Holding NV | 366
15) Provisions
Non
-current and current provisions amounted to EUR 25,339 thousand (EUR 25,322 thousand at 31
December 2024) and EUR 2,237 thousand (EUR 4,776 thousand at 31 December 2024) respectively.
Provision for Litigation Other Total (EUR'000) quarry provision provisions provisions restoration Balance at 1 January 2025 22,828 5,717 1,553 30,098 Additions 713 1,521 162 2,396 Utilisations (437) (768) (1,205) Decrease (167) (1,590) (27) (1,784)Change in consolidation scope - Exchange differences (715) (935) 21 (1,629) Reclassifications - Net actuarial gains recognised in the year - Other changes (201) (101) 2 (300) Balance at 31 December 2025 22,458 4,175 943 27,576 Including: Non-current provisions 22,357 2,611 372 25,339 Current provisions 101 1,564 571 2,237
Provision for Litigation Other Total (EUR'000) quarry provision provisions provisions restoration Balance at 1 January 2024 22,193 5,338 1,762 29,293 Additions 986 2,371 639 3,996 Utilisations (2) (1,606) (629) (2,237)Decrease (42) (92) (79) (213)Change in consolidation scope - Exchange differences (307) (294) (26) (627)Reclassifications - Net actuarial gains recognised in the year - Other changes (114) (114)Balance at 31 December 2024 22,828 5,717 1,553 30,098 Including: Non-current provisions 22,725 2,133 464 25,322 Current provisions 103 3,584 1,089 4,776
The pr
ovision for quarry restructuring is allocated for the cleaning and maintenance of quarries where raw
materials are extracted, to be performed before the utilisation concession expires.
Consolidated Financial Statements 2025 Cementir Holding NV | 367
16) Trade payables
The c
arrying amount of trade payables approximates their fair value; the item breaks down as follows:
(EUR'000) 31.12.2025 31.12.2024 Suppliers 340,392 350,295 Related parties (note 34) 16 270 Advances 10,461 11,543 Trade payables 350,869 362,108
The maturities of trade payables are as follows: (EUR'000) 31.12.2025 within three months 330.198 between three months and one year 10.210 Total trade payables 340.408
17
) Financial liabilities
Non
-current and current financial liabilities are shown below:
(EUR'000) 31.12.2025 31.12.2024 Bank loans and borrowings (note 33) 65,767 90,951 Lease liabilities (note 31) 47,097 54,637 Lease liabilities - related parties (note 34) - 1,596Fair value of derivatives (note 33.1) 4,177 12,243 Financial debt - related parties - - Non-current financial liabilities 117,041 159,427 Bank loans and borrowings - - Current portion of non-current financial liabilities (note 33.1) 10,685 15,117 Current loan liabilities - related parties (note 34) - 7 Current lease liabilities (note 31) 23,114 33,258 Current lease liabilities - related parties (note 34) 1,715 1,761 Other loan liabilities 6,774 935 Fair value of derivatives (note 33.1) 875 2,298 Current financial liabilities 43,163 53,376 Total financial liabilities 160,204 212,803
The carrying amount of non-current and current financial liabilities approximates their fair value.
At
31 December 2025, the total financial exposure amounted to EUR 160.2 million (EUR 212.8 million at 31
December 2024), the change in debt of approximately EUR -52.6 million is mainly linked to the repayment of
portions of loans and the change in the overall fair value of derivative instruments, negative for approximately
EUR 5.1 million (negative for approximately EUR 14.5 million at 31 December 2024) which represents the
valuation at 31 December 2025 of the derivatives put in place for the purposes of hedging changes in interest
rates, commodities and exchange rates maturing between January 2026 and December 2026.
Consolidated Financial Statements 2025 Cementir Holding NV | 368
With regard to the above financial liabilities, it should be noted that about 48% require compliance with
thresholds of financial parameters (covenants), which were complied with as at 31 December 2025. In
particular, the covenant to be complied with is the debt/EBITDA ratio, at consolidated level.
In this regard, it should be noted that there has been no breach of any covenant provided for in the above loans.
The Group’s exposure, broken down by residual expiry of the financial liabilities, is as follows:
(EUR'000) 31.12.2025 31.12.2024 Within three months 8,827 20,972 Between three months and one year 34,336 32,404 Between one and two years 26,216 45,536 Between two and five years 52,539 67,790 After five years 38,286 46,101 Total financial liabilities 160,204 212,803
(EUR'000) 31.12.2025 31.12.2024 Floating rate 160,204 212,803 Fixed rate - - Financial liabilities 160,204 212,803
The following table shows the Net Financial Debt as at 31 December 2025 and 2024, calculated in accordance
with paragraph 175 of the recommendations contained in ESMA 32-382-1138 of 4 March 2021:
(EUR'000) 31.12.2025 31.12.2024 A. Cash 4,349 925 B. Cash equivalents 614,434 484,678 C. Other current financial assets 6,492 17,635 D. Liquidity (A+B+C) 625,275 503,238 E. Current financial debt (25,818) (37,525) F. Current portion of non-current financial debt (17,345) (15,851) G. Current financial indebtedness (E+F) (43,163) (53,376) H. Net current financial Intebtedness (G-D) 582,112 449,863 I. Non-current financial debt (117,041) (159,427) J. Debt instruments - - K. Non-current trade and other payables - - L. Non-current financial indebtedness (I+J+K) (117,041) (159,427) M. Total financial indebtedness (H+L) 465,071 290,436
Consolidated Financial Statements 2025 Cementir Holding NV | 369
18) Current tax liabilities
Current tax liabilities amounted to EUR 28,072 thousand (EUR 24,066 thousand at 31 December 2024) and
relate to income taxes liabilities, net of payments on account already made.
19) Other non-current and current liabilities
Other non-current liabilities total EUR 18,344 thousand (EUR 237 thousand at 31 December 2024) includes
mainly the portion of the contribution granted through the Just Transition Fund related to the investment in
Belgium pertaining to subsequent years.
Other current liabilities amounting to EUR 98,761 thousand (EUR 71,636 thousand at 31 December 2024) are
composed as follows:
(EUR'000) 31.12.2025 31.12.2024 1,298Personnel 27,832 30,941 8Social security institutions 3,951 3,587 Related parties (note 34) - - Deferred income Accrued expenses 4,879 5,423 Other sundry liabilities 60,801 31,677 Other current liabilities 98,761 71,636
Other sundry liabilities mainly include payables to the revenue office for employee withholdings, payables for
VAT, payables for CO2 and other payables.
20) Deferred tax assets and liabilities
Deferred tax liabilities, amounting to EUR 174,220
thousand (EUR 172,450 thousand as of 31 December 2024),
and deferred tax assets, amounting to EUR 38,916
thousand (EUR 41,694 thousand as of 31 December 2024),
were determined as follows:
Deferred tax Deferred tax (EUR'000) liabilities assets Balance at 1 January 2025 172,450 41,694 Hyperinflation adjustment in respect of Türkiye 10,090 585 Accrual, net of utilisation in profit or loss 5,222 (1,655) Increase (decrease) in equity 221 (54) Change in consolidation scope (750) (665) Exchange differences (15,644) (2,914) Other changes 2,631 1,925 Balance at 31 December 2025 174,220 38,916
Consolidated Financial Statements 2025 Cementir Holding NV | 370
Deferred tax (EUR'000) Deferred tax assetsliabilities Balance at 1 January 2024 160,009 46,127 Hyperinflation adjustment in respect of Türkiye 15,233 (8,423) Accrual, net of utilisation in profit or loss 634 3,493 Increase (decrease) in equity (1,051) (225) Change in consolidation scope 491 - Exchange differences (5,513) 281 Other changes 2,647 440 Balance at 31 December 2024 172,450 41,694
Accrual, net Increase, Change in of utilisation net of (EUR'000) 01.01.2025 consolidation 31.12.2025 in profit or decreases scope loss in equity Fiscally-driven depreciation of property, plant and 74,151 973 (1,101) (603) 73,420equipment Fiscally-driven amortisation of intangible assets 13,970 (634)(2,297)(147)10,892Revaluation of plant 8,919 2,201 (5,483) -5,637Hyperinflation adjustment in respect of Türkiye 32,402 10,090 (3,711) -38,781Other 43,008 2,682 (200)-45,490 Deferred tax liabilities 172,450 15,312 (12,792) (750)174,220Tax losses carried forward 22,161 1,033 (734)-22,460 Provisions for risks and charges 1,041 (36)(208)(92)705Differences in property, plant and equipment -(358)182 (273)(449)Hyperinflation adjustment in respect of Türkiye -585585 Other 18,492 (2,294) (283)(300)15,615 Deferred tax assets 41,694 (1,070) (1,043) (665)38,916
Accrual, net Increase, Change in of utilisation net of (EUR'000) 01.01.2024 consolidation 31.12.2024 in profit or decreases in scope loss equity Fiscally-driven depreciation of property, plant and 75,898 (2,949) (1,054)2,256 74,151 equipment Fiscally-driven amortisation of intangible assets 14,500 (840)310-13,970Revaluation of plant 6,939 2,650 (670)-8,919 Hyperinflation adjustment in respect of Türkiye 22,657 -9,745-32,402Other 40,015 4,715 (1,723) -43,008Deferred tax liabilities 160,009 3,576 6,608 2,256 172,450 Tax losses carried forward 21,092 727 342 -22,161Provisions for risks and charges 1,795 (1,284) 530 -1,041Differences in property, plant and equipment 4,194 (6,466) 2,272 - - Hyperinflation adjustment in respect of Türkiye - - - - - Other 19,046 (921)367-18,492Deferred tax assets 46,127 (7,944) 3,511 -41,694
Recovery of the deferred tax assets is expected in the following years within the timeframe defined by the
relevant legislation.
Consolidated Financial Statements 2025 Cementir Holding NV | 371
21) Revenue
(EUR'000) 2025 2024 Product sales 1,538,113 1,596,920 Product sales to related parties (note 34) 15 71 Services and other recharges 101,512 89,952 Revenue 1,639,640 1,686,943
Group revenue amounting to EUR 1,639.6 million, decreased down 2.8% compared to EUR 1,686.9 million in
2024, despite higher cement and aggregates volumes, due to the significant depreciation of certain currencies,
in particular the Turkish Lira.
The caption Services and other charges is mainly related to transport services which are recognised at the time
the service is provided.
Revenue by product broken down by related operating segments is shown below:
2025 Nordic Holding Unallocated CEMENTIR North Asia& Belgium Türkiye Egypt and items and HOLDING America Pacific Baltic Services adjustments** GROUP (EUR'000) Cement 440,556 163,663 155,635 242,167 48,022 98,768 - (57,509) 1,091,302 Ready-mixed concrete 301,331 93,293 - 99,691 - - - - 494,315 Aggregates 26,191 65,483 - 12,391 - 3,012 - 2,228 109,305 Waste - - - 5,014 - - - - 5,014 Other - - 18,789 16,682 - - 174,605 1,413 211,489 Unallocated items and adjustments** (49,557) (1) 2,228 (40,474) - (2,967) - (181,014) (271,785) Revenue 718,521 322,438 176,652 335,471 48,022 98,813 174,605 (234,882) 1,639,640
2024 Nordic Holding Unallocated CEMENTIR North Asia & Belgium Türkiye Egyptand items and HOLDING America Pacific Baltic Services adjustments** GROUP (EUR'000) Cement 430,282 174,951 162,180 267,794 46,264 104,406 - (54,040) 1,131,837 Ready-mixed concrete 292,756 94,693 - 129,722 - - - - 517,171 Aggregates 23,255 65,677 - 12,642 - 3,225 - 1,420 106,219 Waste - - - 6,097 - - - - 6,097 Other - - 19,103 23,867 - - 148,596 (24,233) 167,333 Unallocated items and adjustments** (51,158) (7) 1,420 (48,949) - (3,094) - (139,926) (241,714) Revenue 695,135 335,314 182,703 391,173 46,264 104,537 148,596 (216,779) 1,686,943 ____________________
** Unallocated items and adjustments” mainly refer to intra-group transactions.
Consolidated Financial Statements 2025 Cementir Holding NV | 372
22) Increase for internal work and other income
The item increase for internal work of EUR 1,541 thousand (EUR 921 thousand in 2024) refers to the
capitalisation of costs for materials and personnel costs for the realisation of tangible fixed assets and
intangible fixed assets.
Other income
Other income of EUR 61,125 thousand (EUR 26,528 thousand in 2024) breaks down as follows:
(EUR'000) 2025 2024 Rent, lease and hires 1,959 1,735 Rent, lease and hires - related parties (note 34) 106 114 Capital gains 24,621 791 Release of provision for risks 1,791 214 Insurance refunds 20,180 90 Revaluation of investment property (note 4) 6,292 15,515 Other income 6,143 8,065 Other income from related parties (note 34) 33 4 Other income 61,125 26,528
The capital gains mainly include the sale of the stake in Kars Cimento A/S for approximately EUR 21.3 million
and the gain for a land sale in Belgium.
Insurance reimbursements refer to the recognition obtained in relation to the fire that occurred in the first half of
the year and to the operational stoppages in 2023 at the Guarain plant in Belgium.
23) Raw materials costs
(EUR'000) 2025 2024 Raw materials and semi-finished products 403,023 375,144 Fuel 150,230 154,987 Electrical energy 107,949 114,644 Other materials 43,453 52,670 Change in raw materials, consumables and goods (7,397) 11,003 Raw materials costs 697,258 708,448
The cost of raw materials amounted to EUR 697.3 million (EUR 708.4 million in 2024), down 7.0% mainly due
to the combined effect of lower volumes in some areas and exchange rate developments, particularly in
Türkiye.
Consolidated Financial Statements 2025 Cementir Holding NV | 373
24) Personnel costs
(EUR'000) 2025 2024 Wages and salaries 173,460 172,122 Social security charges 34,817 34,162 Other costs 4,679 8,908 Personnel costs 212,956 215,192
Pensions cost amount to EUR 1.011 thousand (EUR 951 thousand in 2024) and are included in other costs.
The Group’s workforce breaks down as follows:
AverageAverage 31.12.2025 31.12.2024 20252024 Executives 40 53 4855 Middle management, white-collar workers and intermediates 1,241 1,243 1,2521,233 Blue-collar workers 1,706 1,786 1,7771,778 Total 2,987 3,082 3,0773,066
At
31 December, employees in service at the Parent numbered 45 (44 at 31 December 2024), those at the
Cimentas Group numbered 701 (805 at 31 December 2024), those at the Aalborg Portland group were 1,157
(1,133 at 31 December 2024), those at the Unicon group were 620 (635 at 31 December 2024), while those at
the CCB group were 464 (465 at 31 December 2024). The Group has no employees in the Netherlands.
25) Other operating costs
(EUR'000) 2025 2024 Transport 170,374 161,842 Services and maintenance 102,247 113,877 Consultancy 12,840 13,950 Insurance 5,223 5,190 Other services - related parties (note 34) 456 450 Rent, lease and hires 10,351 10,619 Rent, lease and hires - related parties (note 34) 114 224 Other costs 75,422 76,761 Other operating costs 377,027 382,913
Consolidated Financial Statements 2025 Cementir Holding NV | 374
26) Amortisation, depreciation, impairment losses and additions to provision
(EUR'000) 2025 2024 Amortisation 15,347 15,301 Depreciation 127,070 127,137 Provisions 1,582 2,798 Impairment losses 409 84 Amortisation, depreciation, impairment losses and provisions 144,408 145,320
Amortisation, depreciation, impairment losses and provisions include EUR 36.6 million (EUR 38.9 million in
2024) in amortisation of right of use assets in the application of the IFRS 16.
Impairment losses refer to trade receivables.
27) Net financial income (expense) and share of net profits of equity-accounted investees
The n
et result for 2025, negative for EUR 8,831 thousand (positive for EUR 22,870 thousand in 2024), refers
to the result of companies measured using the equity method and to the result of financial management, and
is broken down as follows:
(EUR'000) 2025 2024 Share of profits of equity-accounted investees 313 1,154 Share of losses of equity-accounted investees - - Share of net profits of equity-accounted investees 313 1,154 Interest and financial income 11,247 24,539 Interest and financial income - related parties (note 34) 22 14 Financial income on derivatives 2,617 3,064 Total financial income 13,886 27,617 Interest expense (10,567) (11,939) Other financial expense (5,167) (5,441) Interest and financial expense - related parties (note 34) - (7)Losses on derivatives (2,269) (5,073) Total financial expense (18,003) (22,460) Exchange rate gains 22,278 38,032 Exchange rate losses (20,883) (15,534) Net exchange rate losses 1,395 22,498 Net income/(expense) from hyperinflation (6,422) (5,939) Net financial income (expense) (9,144) 21,716 Net financial income (expense) and share of net profits of equity-accounted (8,831) 22,870 investees
In 2
025, net financial income (expense) is negative for EUR 9.1 million compared to the previous year (positive
for EUR 21.7 million in 2024) and includes net charges from hyperinflation of EUR 6.4 million (net charges of
Consolidated Financial Statements 2025 Cementir Holding NV | 375
EUR 5.9 million in 2024), net financial expenses of around EUR -4.5 million (EUR 7.2 million in 2024), net
exchange income of EUR 1.4 million (EUR 22.5 million in 2024) and the effect of the valuation of derivatives.
Interest expense includes EUR 4.8 million (EUR 4.9 million in 2024) in interest on lease liabilities arising
from the application of the IFRS 16 accounting standard.
Financial income and expense on derivatives mainly reflect the mark-to-market accounting of derivatives
purchased to hedge currency and interest rate risks. It should be noted that following the recognition of the
aforementioned measurements, there are no unrealised gains (not present in 2024) while about EUR 0.5
million (about EUR 0.1 million in 2024) are unrealised losses.
With regard to gains (EUR 22.3 million) and losses (EUR 20.9 million) on exchange differences, it should be
noted that approximately EUR 5.2 million are unrealised gains (EUR 28.1 million in 2024) and approximately
EUR 7.6 million are unrealised losses (EUR 5.2 million in 2024).
28) Income taxes
(EUR'000) 2025 2024 Current taxes 70,481 58,917 Deferred taxes 6,877 11,520 Income taxes 77,358 70,437
The following table shows the difference between the theoretical and effective tax expense:
(EUR'000) 2025 2024 Theoretical tax expense 96,048 92,820 Tax according to Italian tax rate 24% 24% Taxable permanent differences 12,735 3,611 Deductible permanent differences (21,981) (25,466) Tax consolidation scheme (2) 197 Other changes (9,572) (854) Effective IRAP tax expense 131 128 Income taxes 77,358 70,437 Applicable tax rate for the year 27% 25%
29) Earnings per share
Basic earnings per share are calculated by dividing profit attributable to the owners of the Parent by the monthly
weighted average number of ordinary shares outstanding in the year.
(EUR) 2025 2024 Profit attributable to the owners of the Parent (EUR ‘000) 206,405 201,640 Weighted average number of outstanding ordinary shares (’000) 155,520 155,520 Basic earnings per ordinary share 1.327 1.297 Diluted earnings per ordinary share 1.327 1.297
Consolidated Financial Statements 2025 Cementir Holding NV | 376
(EUR) 2025 2024 Profit attributable to the owners of the Parent (EUR ‘000) 206,405 201,640 Weighted average number of outstanding ordinary shares (’000) 155,520 155,520 Basic earnings per ordinary share from continuing operations 1.327 1.297 Diluted earnings per ordinary share from continuing operations 1.327 1.297
Diluted earnings per share equal the basic earnings per share as the only outstanding shares are the ordinary
shares of Cementir Holding NV.
30) Other comprehensive expense
The following table gives a breakdown of other comprehensive expense, including and excluding the related
tax effect:
(EUR'000) 2025 2024 Gross Gross Tax effectNet amount Tax effect Net amount amount amount Net actuarial gains (losses) on 1,543 (306)1,237 (2,634) 642 (1,992) post-employment benefits Foreign currency translation (106,630) - (106,630) (48,295) - (48,295) differences - foreign operations Financial instruments 969 - 969 (9,716) (17) (9,733) Total other comprehensive (104,118) (306)(104,424) (60,645) 625 (60,020) income (expense)
Consolidated Financial Statements 2025 Cementir Holding NV | 377
31) IFRS 16 Leases
The
following table shows the impact of the application of IFRS 16 for the Group at 31 December 2025 and
the related disclosures: Total Land and Plant and Other Right-of-use (EUR'000) buildings equipment assets Gross amount at 1 January 2025 26,220 40,407 143,566 210,193 Hyperinflation adjustment in respect of Türkiye 90 (317) (1,139) (1,366) Increase 2,634 4,405 15,482 22,521 Decrease (1,516) (2,071) (32,384) (35,971) Change in consolidation scope (314) (314)Exchange differences (724) (2,796) (5,631) (9,151) Reclassifications Gross amount at 31 December 2025 26,704 39,628 119,580 185,912 Amortisation at 1 January 2025 12,843 22,290 85,867 121,000 Hyperinflation adjustment in respect of Türkiye 29 (319) (1,067) (1,357) Amortisation 4,107 5,572 24,593 34,272 Decrease (832)(2,035)(29,196) (32,063) Change in consolidation scope (183) (183)Exchange differences (372)(1,740)(3,355) (5,467) Reclassifications Amortisation at 31 December 2025 15,775 23,768 76,659 116,202 Net amount at 31 December 2025 10,929 15,860 42,921 69,710
Total Land and Plant and Other Right-of-use (EUR'000) buildings equipment assets Gross amount at 1 January 2024 24,327 36,125 116,451 176,903 Hyperinflation adjustment in respect of Türkiye (86) 220 2,323 2,457 Increase 4,809 3,607 37,262 45,678 Decrease (2,598) (803) (12,343) (15,744) Exchange differences (194)97053 829 Reclassifications (38) 288 (180) 70Gross amount at 31 December 2024 26,220 40,407 143,566 210,193 Amortisation at 1 January 2024 11,782 17,037 66,687 95,506 Hyperinflation adjustment in respect of Türkiye (121) 185 1,688 1,752 Amortisation 3,789 5,313 28,231 37,333 Decrease (2,478) (829) (10,817) (14,124) Exchange differences (125) 584 212 671 Reclassifications (4) (134) (138) Amortisation at 31 December 2024 12,843 22,290 85,867 121,000 Net amount at 31 December 2024 13,377 18,117 57,699 89,193
Consolidated Financial Statements 2025 Cementir Holding NV | 378
As at 31 December 2025, right-of-use assets amounted to EUR 69,710 thousand (EUR 89,193 thousand at
31 December 2024) and the “Other” category, equal to EUR 42.9 million (EUR 57.7 million at 31 December
2024), mainly includes lease contracts for vehicles and means of transport for EUR 42.7 million (EUR 56.0
million at 31 December 2024).
The Group’s exposure, broken down by expiry of the lease liabilities, is as follows:
(Euro ‘000) 31.12.2025 31.12.2024 Within three months 7,543 8,167 Between three months and one year 20,710 22,507 Between one and two years 19,079 20,079 Between two and five years 25,410 31,516 After five years 5,939 6,898 Total undiscounted lease liabilities at December 31 78,681 89,167
Cur
rent and non-current lease liabilities are shown below:
(EUR'000) 31.12.2025 31.12.2024 Non-current lease liabilities 47,097 54,637 Non-current lease liabilities - related parties (note 34) 1,596 Non-current lease liabilities 47,097 56,233 Current lease liabilities 23,114 33,258 Current lease liabilities - related parties (note 34) 1,715 1,761 Current lease liabilities 24,829 35,019 Total lease liabilities 71,926 91,252
Am
ounts recognised in the consolidated income statement
(EUR'000) 2025 2024 Depreciation (note 26) 36,629 38,929 Interest expense on lease liabilities 4,793 4,863 Short-term lease costs 2,863 3,259 Costs of leases of low-value assets 245 232
Am
ounts recognised in the cash flow statement
(EUR'000) 2025 2024 Total cash outflow for leases 37,984 36,587
Consolidated Financial Statements 2025 Cementir Holding NV | 379
32) Financial risks
Cr
edit risk
The Group’s maximum exposure to credit risk at 31 December 2025 is represented by the carrying amount of
receivables recognised in the statement of financial position.
Management of the credit risks is based on internal credit limits, which are based on the customer's and the
counterparties' creditworthiness, based on both internal and external credit ratings as well as the Group’s
experience with the counterparty. If no satisfactory guarantee is obtained when credit rating the
customer/counterparty, payment in advance or separate guarantee for the sale, e.g. a bank guarantee, will be
required.
Given the sector’s collection times and the Group’s procedures for assessing customers’ creditworthiness, the
percentage of disputed receivables is low. If an individual credit position shows irregular payment trends, the
Group blocks further supplies and takes steps to recover the outstanding amount.
Due to the market situation, the Group has in recent years increased the resources used on follow-up on
customers, which contributes to early warnings of possible risks. Historically the Group has had relatively small
losses due to customers’ or counterparties’ inability to pay.
Recoverability is assessed considering any collateral pledged that legally can be attached and advice from
legal advisors who oversee collection procedures. The Group impairs all receivables for which a loss is
probable at the reporting date, based on whether the entire amount or a part thereof will not be recovered.
The credit risk limit of financial assets corresponds to the values recognised on the balance sheet.
No individual customer or co-operator poses any material risk to the Group.
With respect to bank deposits and derivatives, the Group has always worked with leading counterparties, thus
limiting its credit risk in this sense.
Notes 8 and 11 provide information on trade and other receivables.
Below are the net trade receivables as at 31 December 2025 by Region:
(Eur ‘000) 31.12.2025 31.12.2024 Nordic & Baltic 23,806 28,050 Belgium 22,529 44,995 North America 16,421 18,718 Türkiye 68,622 73,707 Egypt 1,211 1,591 Asia Pacific 8,129 8,509 Italy 5,536 4,600 Total 146,254 180,170
In
Nordic and Baltic Region, receivables are attributable to Danish customers and export customers
characterised as medium-sized and major customers. The Group is familiar with the Danish customers, who
have not been granted long credit lines. Experience shows that export customers pose a low credit risk. The
decrease compared to the previous year is attributable to the decrease in revenues and the sale of receivables.
Regarding ready-mixed concrete and aggregates business, the Group's customers primarily consist of
contractors, builders and other customers posing a higher credit risk.
Consolidated Financial Statements 2025 Cementir Holding NV | 380
In North America, Asia Pacific and Egypt, activities are attributable to minor local customers and medium-sized
to major customers on a global scale. Credits are granted in accordance with usual, local trading terms. Credit
rating is applied to some types of customers, but experience shows that customers in Overseas pose a low
credit risk.
In Türkiye, there are both dealers and end users (contractors and other customers) within both the ready-
mixed concrete, cement and waste business. All customers are generally required to provide guarantees for
deliveries unless the management has assessed that there are no significant risks associated with selling to
that customer. The waste business sales are only to large customers. Received collaterals amount to 79,7
EUR million at 31 December 2025 (EUR 62.4 million at 31 December 2024).
Liquidity risk
The Group has credit facilities which cover any unforeseen requirements.
Note 17 Financial Liabilities provides a breakdown of financial liabilities by due date.
Market risk
Information necessary to assess the nature and scope of financial risks at the reporting date is provided in this
section.
Currency risk
The Group is exposed to the risk of fluctuations in exchange rates, which may affect its earnings performance
and equity.
With respect to the main effects of consolidating foreign companies, if the exchange rates for the Turkish lira
(TRY), Norwegian krone (NOK), Swedish krona (SEK), US dollar (USD), Renminbi-Yuan
(CNY), Ringgit (MYR)
and Egyptian pound (EGP) were all on average 10% below the effective exchange rate, the translation of
equity would have generated at 31 December 2025 a decrease of EUR 80 million, equal to about 4% of
consolidated equity (at 31 December 2024 a decrease of EUR 85 million, equal to about 5%). The currency
with the greatest impact is the Turkish lira (TRY), for around EUR 40 million. Additional currency risks from the
consolidation of the other foreign companies are to be considered insignificant.
The Group’s most predominant currency exposure regarding the results arises from sales and purchases in
CNY, USD, SEK, PLN and NOK. A 10% drop in these exchange rates compared to EUR/DKK would, view
separately, reduce the result by EUR 1.1million (CNY amounts to EUR -2.2 million, USD amounts to EUR 0.3
million, SEK amounts to EUR 0.2 million, PLN amounts to EUR 1.3 million and NOK amounts to EUR 1.5
million) (2024: EUR 2.2 million of which: CNY amounted to EUR -2.7 million, USD amounted to EUR 0.3 million,
SEK amounted to EUR 0.4 million, PLN amounted to EUR 2.0 million and NOK amounted to EUR 2.1 million).
The sensitivity surrounding Group equity is not materially different from the impact on the operating results for
the year.
The Group entered into a swap agreement (hedge accounting) with a termination date of October 2030, where
both currency risk and interest risk have been hedged. Related to the interest risk the Group has agreed to
pay a fixed rate of 4.06% and the Group will receive EURIBOR + a spread of 0.04% each 30 April and 31
October until maturity. The effective part of the hedge is equal to all future cash flow payments and nominal
instalments.
The fair value liability is included in a separate line item in the balance sheet "Derivatives financial instruments”.
The ineffective part is recognised as financial income.
Consolidated Financial Statements 2025 Cementir Holding NV | 381
Change in Ineffective fair Fair part Maturity Notional value 2025 Strike value recognised amount recognised liability in income in hedge statement reserve EURm < 1 year1-5 years > 5 years 1,00 EUR/ Swap USD/EUR 57.7 6.551.2 1,235 -4.2 -0.6 0.0USD
Change in Ineffective fair Fair part Maturity Notional value 2024 Strike value recognised amount recognised liability in income in hedge statement reserve EURm < 1 year1-5 years > 5 years 1,00 EUR/ Swap USD/EUR 64.2 6.426 31.8 1,235 -12.2 -1.6 0.8USD
As
at 31 December 2025, the risks arising from the main receivables and payables in foreign currency for the
Group relate to the currencies TRY, DKK, NOK, SEK, USD and GBP; assuming an average drop of 10% in all
the exchange rates, the potential effect of the fluctuation, excluding the DKK, would be negative for approximately
EUR 1.4 million (31 December 2024: negative for approximately EUR 1 million). Similarly, a hypothetical increase
in exchange rates would have an identical positive effect.
In
terest rate risk
The Group is exposed to the risk of fluctuations in interest rates. The consolidated net financial position at 31
December 2025 is positive for EUR 465.1 million (31 December 2024 was positive for EUR 290.4 million);
outstanding financing facilities are settled at floating rates as are liquidity uses.
With regard to the variable rate of loans and cash and cash equivalents, an annual increase in interest rates,
equal to 1%, with other variables remaining unchanged, would have a positive impact on profit before taxes of
EUR 3.8 million (EUR 2.5 million as at 31 December 2024) and on equity of EUR 2.9 million (EUR 2 million as
at 31 December 2024). A decrease in interest rates of the same level would have had a corresponding impact.
Raw
materials price risk
The Group uses a range of raw materials for production purposes, which expose it to price risk, especially for
fuel and energy. The Group enters into contracts with defined price conditions for certain raw materials. The
market value of swap contracts open at 31 December is as follows:
(EUR million) 2025 2024 Market value - swap contract - (0,2)
Consolidated Financial Statements 2025 Cementir Holding NV | 382
33) Fair value hierarchy
IFRS 13 requires that assets and liabilities carried at fair value be classified using a hierarchy which reflects
the sources of the inputs used to measure their fair value. The hierarchy consists of the following levels:
- Level 1: measurement of fair value using quoted prices on active markets for identical assets or liabilities.
- Level
2: measurement of fair value using inputs other than the quoted prices included within Level 1 which
are directly observable (such as prices) or indirectly observable (i.e., derived from prices) on the market.
- Level
3: measurement of fair value using inputs for assets or liabilities that are not based on observable
market data (unobservable inputs).
The f
air value of assets and liabilities is classified as follows:
31 December 2025 Note Level 1 Level 2 Level 3 Total (Eur ‘000) Investment property 4 -101,50715,675 117,182 Other equity investments (redeemable bonds) 6 -7,000-7,000Non current financial liabilities (derivative instruments) 9 -3-3Total assets -108,51015,675 124,185 Non current financial liabilities (derivative instruments) 17 -(4,177)-(4,177)Current financial liabilities (derivative instruments) 17 -(875)-(875)Total liabilities -(5,052)-(5,052)
31 December 2024 Note Level 1 Level 2 Level 3 Total (Eur ‘000) Investment property 4 - 100,140 16,675116,815 Current financial assets (derivative instruments) 9 - - -- Total assets - 100,140 16,675116,815 Non current financial liabilities (derivative instruments) 17 - (12,243) - (12,243)Current financial liabilities (derivative instruments) 17 - (2,298) - (2,298)Total liabilities - (14,541) - (14,541)
No transfers among the various levels took place during 2025 and no changes in level 3 occurred.
Investment property classified in Level 3 of the fair value hierarchy refers to assets held by Italian companies.
For this type of asset, the fair value was determined using the following methodologies commonly accepted in
the valuation practice:
- Synthetic - comparative method, on the basis of which the fair value of the asset is determined by
referring to the unit market value (€/m2) multiplied by the surface of the asset;
- Di
rect capitalisation method, according to which the fair value of the asset is determined by dividing
the annual income by a capitalisation rate.
Consolidated Financial Statements 2025 Cementir Holding NV | 383
33.1) Financial instruments - Fair value and risk management
The following table shows the carrying amounts and fair values of financial assets and financial liabilities,
including their levels in the fair value hierarchy. It does not include fair value information for financial assets
and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair
value.
31 December 2025 Carrying amount Fair value Fair value – Financial Other (Eur ‘000) Note hedging assets/ financial Level 2 instruments liabilities liabilities Redeemable bonds 6 -7,000-7,000Commodity futures 9 3 - - 3 Cash and cash equivalents 12 -618,783- - Financial assets measured at fair value 3 625,783 -7,003Trade and other receivables 8-11-221,476- - Financial assets measured at amortized cost -221,476- - Interest rate swap 17 - - - - Cross Currency Swap 17 4,177 - - 4,177 Forwards 17 875 - - 875 Commodity swap 17 - - - - Financial liabilities measured at fair value 5,052 - - 5,052 Bank loans and borrowing 17 -65,767- - Bank overdrafts 17 - - - - Current loan liabilities 17 -17,451- - Other loan liabilities 17 - - 8 - Financial liabilities measured at amortized cost -83,2188 -
31 December 2024 Carrying amount Fair value (Eur ‘000) Fair value – Financial Other Note hedging assets/ financial Level 2 instruments liabilities liabilities Commodity futures 9 - - - - Cash and cash equivalents 12 -485,603- Financial assets measured at fair value -485,603- - Trade and other receivables 8-11-208,171- - Financial assets measured at amortized cost -208,171- - Interest rate swap 17 - - - - Cross Currency Swap 17 12,243 - - 12,243 Forwards 17 2,161 - - 2,161 Commodity swap 17 138 - - 138 Financial liabilities measured at fair value 14,541 - - 14,541 Bank loans and borrowing 17 -90,951- - Bank overdrafts 17 - - - - Current loan liabilities 17 -16,048- - Other loan liabilities 17 - - 11 - Financial liabilities measured at amortized cost -106,99911 -
Consolidated Financial Statements 2025 Cementir Holding NV | 384
34) Related party transactions
Transactions performed by group companies with related parties are part of normal business operations and
take place at arm’s-length conditions. No atypical or unusual transactions took place. The following tables
show the value of related party transactions:
31 December 2025 Ultimate Associates Companies Other Total Total % of Parent under common related related financial item (Eur ‘000) control parties parties statements Statement of financial position Non-current financial - - - - - 29 0.0% assets Current financial assets - - 219 - 219 6,492 3.4% Trade receivables 69 - 3 - 72 147,666 0.0% Trade payables - - 16 - 16 350,869 0.0% Other non-current - - - - - 18,344 0.0% liabilities Other current liabilities - - - - - 98,761 0.0% Non-current financial - - - - - 117,041 0.0% liabilities Current financial liabilities - - 1,715 - 1,715 43,163 4.0% Income statement Revenue - - 15 - 15 1,639,640 0.0% Other operating revenue - - 139 - 139 61,125 0.2% Other operating costs 456 - 114 - 570 377,027 0.2% Financial income - - 22 - 22 13,886 0.2% Financial expense - - - - - 18,003 0.0%
31 December 2024 Ultimate Associates Companies Other Total Total % of Parent under common related related financial item (Eur ‘000) control parties parties statements Statement of financial position Non-current financial - - 404 - 404 529 76.4% assets Current financial assets - - 446 - 446 17,635 2.5% Trade receivables 130 - 10 - 140 181,786 0.1% Trade payables 225 - 45 - 270 362,108 0.1% Other non-current - - - - - 237 0.0% liabilities Other current liabilities - - - - - 71,637 0.0% Non-current financial - - 1,596 - 1,596 159,427 1.0% liabilities Current financial liabilities - - 1,768 - 1,768 53,376 3.3% Income statement Revenue - - 71 - 71 1,686,943 0.0% Other operating revenue - - 118 - 118 26,528 0.4% Other operating costs 450 - 314 - 764 382,913 0.2% Financial income - - 14 - 14 27,617 0.1% Financial expense - - 7 - 7 22,460 0.0%
Consolidated Financial Statements 2025 Cementir Holding NV | 385
The main related-party transactions are summarised below.
Business transactions with associates concern the sale of products and semi-finished products (cement and
clinkers) at arm’s-length conditions. Revenue and costs connected with business transactions with the ultimate
Parent and companies under common control include various services, such as leases.
During the year, no loans were granted to directors or key management personnel and, at 31 December 2025, the
Group did not have any loan assets due from them.
It should be noted that, as at 31 December 2025, fees due to directors and key management personnel amounted
to EUR 14,556 thousand.
Compensation paid to directors in the 2025 financial year amounted to EUR 7,430 thousand, as shown in the
following table:
(Eur ‘000) 2025 2024 Fixed Remueration 1,953 1,957 Compensation for participation in committees 146 149 Variable Compensation 5,054 5,422 Non monetary benefits 17 18 Other fees 260 260 Total 7,430 7,806
Comp
ensation paid to key management personnel, amounted to EUR 7,126 thousand (EUR 6,795 thousand
in 2024) and included EUR 4,416 thousand for Fixed Remuneration (EUR 4,358 thousand in 2024) and EUR
2,234 thousand for variable remuneration (EUR 1,948 thousand in 2024). The amount of EUR 477 thousand
relates to non-monetary benefits (EUR 488 thousand in 2024). The 2025 variable compensation has not been
paid as of 31 December 2025.
Further information on remuneration has been included in the Remuneration Report.
35) Bu
siness acquisitions and disposals
The operations that affected the Group during 2025 are briefly described below.
Tr
ansfer of shareholding in KARS CIMENTO AS
On 27 November 2025, the company Kars sold 0.48% of Cimentas (equal to 41,811,841 shares) to Aalborg
Portland España SL. Following the transaction, the shareholding held by AP España in Cimentas increased
from 96.69% to 97.17%, for a total of 8,464,917,252 shares;
On December 1, 2025, 100% of the share capital of Kars Cimento AS was sold to Arkoz Madencilik A.Ş, of
which 58.45% (29,996,800,678 shares) was held by Alfacem S.r.l. and 41.55% (21,319,440,892 shares) by
Cimentas. The transaction resulted in the deconsolidation of the company. The impact recognized in the
income statement includes the gain recorded by the Group and the effects of the deconsolidation are presented
below:
01.12.2025 EUR million 21,3 Net sales gain 19,0 Reversal translation reserve Reversal goodwill 2,8 Net asset 43,1
Consolidated Financial Statements 2025 Cementir Holding NV | 386
36) Off balance sheet assets and liabilities
Regar
ding charges and securities and contract commitments on property, plant and equipment refer to note
3.
Regarding pledge as collateral for banks loans refer to note 4.
37) In
dependent auditors’ fees
In 2025, fees paid by the Parent Company Cementir Holding N.V. and its subsidiaries to the audit firm, including
its network, amounted to approximately 1,434 thousand Euro (EUR 1,389 thousand in 2024), of which 1,188
thousand Euro (EUR 1,035 thousand in 2024) for audit services and 246 thousand Euro (EUR 354 thousand
in 2024) for other services.
The following fees were charged by PWC Accountants N.V. to the parent and its subsidiaries, as referred to
in Section 2: 382a(1) and (2) of the Dutch Civil Code.
2025 Other PWC PWC Accountants NV Total network (Eur ‘000) Audit of the financial statement 156 945 1,101 Other non-audit services 90 243 333 Total fees 246 1,188 1,434
Ot
her non-audit services are mainly related to the:
- Limited assurance of CSRD Consolidated Sustainability Statements performed by PwC Netherlands
(EUR 90 thousand) and PwC Italy (EUR 140 thousand);
- Limited review of the Aalborg interim financial information as of 30 June 2025, performed by PwC
Denmark, in view of Dividend distribution (EUR 11 thousand);
- Limited review, performed by PwC Italy, of the interim financial information as of 30 June 2025
prepared for the Caltagirone Group interim consolidated F/S (EUR 20 thousand);
- ISAE 3400 report on the financial model to be submitted for the Danish CCS project as Indicative Offer
(INDO) to the Danish Environmental Agency (EUR 64 thousand) performed by PwC Denmark;
- ISAE 3000 non-audit engagements related to CO2 intensity emissions verification of Aalborg Portland
in relation Danish requirements (EUR 8 Euro thousand) performed by PwC Denmark.
38) Events after the reporting period
On 12 F
ebruary 2026, the Parent Company’s Board of Directors approved the update of the 2026-2028 Business
Plan, to whose press release reference is made (www.cementirholding.com, Investors section, Press Releases).
No ot
her significant events occurred after the year ended.
39) Oth
er information
The Company is responsible for leading the defence in proceedings of which it is not a party, in accordance
with the terms and conditions set out in a settlement agreement with Italcementi S.p.A., relating to the sale of
the shares of Cementir Italia S.p.A. (now Cemitaly S.p.A.), Cementir Sacci S.p.A. (now Italsacci S.p.A.) and
Betontir S.p.A., finalised on 2 January 2018.
Consolidated Financial Statements 2025 Cementir Holding NV | 387
BLANK PAGE
388
ANNEX
Cementir Holding NV | 389
Annex 1
List of equity investments at 31 December 2025
Company name
Registered
office
Share capital Currency
Type of
holding
Investment held by
Group companies
Method
%
Direct
%
Indirect
Cementir Holding NV
Amsterdam
(NL)
159,120,000 EUR Parent Line-by-line
Aalborg Cement Company Inc.
West Palm
Beach (USA)
1,000 USD 100 Aalborg Portland US Inc Line-by-line
Aalborg Portland Holding A/S Aalborg (DK) 300,000,000 DKK
75
Cementir Espana SL
Line-by-line
25 Globocem SL
Aalborg Portland A/S Aalborg (DK) 100,000,000 DKK
100
Aalborg Portland
Holding A/S
Line-by-line
Aalborg Portland Belgium SA Gand (B) 500,000 EUR 100 Aalborg Portland A/S Line-by-line
Aalborg Portland Digital Srl Rome (I) 500,000 EUR 100
Aalborg Portland
Holding A/S
Line-by-line
Aalborg Portland España SL Madrid (E) 3,004 EUR 100
Aalborg Portland
Holding A/S
Line-by-line
Aalborg Portland France SAS Rochefort (FR) 10,010 EUR 100 Aalborg Portland A/S Line-by-line
Aalborg Portland Islandì EHF Kopavogur (IS) 303,000,000 ISK 100 Aalborg Portland A/S Line-by-line
Aalborg Portland Malaysia Sdn
Bhd
Perak (MAL) 95,400,000 MYR 70
Aalborg Portland
Holding A/S
Line-by-line
Aalborg Portland Polska Spzoo Warszawa (PL) 100,000 PLN 100 Aalborg Portland A/S Line-by-line
Aalborg Portland US Inc
West Palm
Beach (USA)
1,000 USD 100
Aalborg Portland
Holding A/S
Line-by-line
Aalborg Portland (Anqing) Co
Ltd
Anqing (CN) 265,200,000 CNY 100
Aalborg Portland
Holding A/S
Line-by-line
Aalborg Portland (Australia) Pty
Ltd
Brisbane
(AUS)
1,000 AUD 100
Aalborg Portland
Malaysia Sdn Bhd
Line-by-line
Aalborg Resources Sdn Bhd Perak (MAL) 2,543,972 MYR 100
Aalborg Portland
Malaysia Sdn Bhd
Line-by-line
AB Sydsten Malmö (S) 15,000,000 SEK 50 Unicon A/S Line-by-line
AGAB Syd Aktiebolag Svedala (S) 500,000 SEK 40 AB Sydsten Equity
Alfacem Srl Rome (I) 1,010,000 EUR 99.99 Cementir Holding NV Line-by-line
Basi 15 Srl Rome (I) 400,000 EUR 100 Cementir Holding NV Line-by-line
Casa Bayan Sdn Bhd Perak (MAL) 250,000 MYR 100
Aalborg Portland Holding
A/S
Line-by-line
Cementir Espana SL Madrid (E) 3,007 EUR 100 Cementir Holding NV Line-by-line
Cimbeton AS Izmir (TR) 1,770,000 TRY 50.28 Cimentas AS
Line-by-line
0.06
Kars Cimento AS
Cimentas AS Izmir (TR) 87,112,463 TRY 97.17
Aalborg Portland España
SL
Line-by-line
0.12 Cimbeton AS
Compagnie des Ciments Belges
SA
Gaurain (B)
179,344,485
EUR
100
Aalborg Portland
Holding A/S
Line-by-line
Compagnie des Ciments Belges
France SAS (CCBF)
Villenueve
d’Ascq (FR)
34,363,400
EUR
100
Compagnie des Ciments
Belges SA
Line-by-line
Consolidated Financial Statements 2025
Cementir Holding NV | 390
An
nex 1
(cont’d)
Com
pany name Registered office
Share
capital
Currency
Type of
Investment held by
Group companies
Method
%
Direct
%
Indirect
Destek AS
Izmir (TR)
50,000
TRY
99.99
Cimentas AS
Line-by-line
0.01
Cimentas Foundation
ECOL Unicon Spzoo Gdansk (PL) 1,000,000 PLN 49 Unicon A/S Equity
Gaetano Cacciatore LLC
West Palm Beach
(USA)
- USD 100
Aalborg Cement
Company Inc
Line-by-line
Globocem SL Madrid (E) 3,007 EUR 100 Alfacem Srl Line-by-line
Kudsk & Dahl A/S Vojens (DK) 10,000,000 DKK 100 Unicon A/S Line-by-line
Lehigh White Cement Company
LLC
West Palm Beach
(USA)
-
USD
24.52
Aalborg Cement Company
Inc
Line-by-line
38.73
White Cement Company
LLC
NB Beton ApS Galten (DK) 400,000 DKK 49 Unicon A/S Equity
NB Service A/S Aalborg (DK) 1,000,000 DKK 100
Aalborg Portland
Holding A/S
Line-by-line
Recybel SA Liegi-Flemalle (B) 99,200 EUR 25.5
Compagnie des Ciments
Belges SA
Equity
Recydia AS
Izmir (TR)
759,544,061
TRY
23.72
Cimentas AS
Line-by-line
76.28
Aalborg Portland Holding
Sinai White Portland Cement
Co. SAE
Cairo (ET) 350,000,000 EGP 96.51
Aalborg Portland
Holding A/S
Line-by-line
Skane Grus AB Ljungbyhed (S) 1,000,000 SEK 60 AB Sydsten Line-by-line
Société des Carrières du
Tournaisis SA
Gaurain (B) 12,297,053 EUR 65
Compagnie des Ciments
Belges SA
Proportionate
Spartan Hive SpA Rome (I) 300,000 EUR 100
Aalborg Portland
Holding A/S
Line-by-line
Sureko AS Izmir (TR) 43,443,679 TRY 100 Recydia AS Line-by-line
Svim 15 Srl Rome (I) 400,000 EUR 100 Cementir Holding NV Line-by-line
Unicon A/S Copenaghen (DK) 150,000,000 DKK 100
Aalborg Portland
Holding A/S
Line-by-line
Unicon AS Oslo (N) 13,289,100 NOK 100 Unicon A/S Line-by-line
Vianini Pipe Inc
Branchburg
N.J. (USA)
4,483,396 USD 100 Aalborg Portland US Inc Line-by-line
White Cement Company LLC
West Palm Beach
(USA)
- USD 100
Aalborg Cement
Company Inc.
Line-by-line
Consolidated Financial Statements 2025
Cementir Holding NV | 391
Rome, 11 March 2026
Chairman of the Board of Directors
/s/ Francesco Caltagirone Jr.
Consolidated Financial Statements 2025
Cementir Holding NV | 392
2025 COMPANY FINANCIAL STATEMENTS
Company Financial Statements 2025 Cementir Holding NV | 393
COMPANY FINANCIAL STATEMENTS
Statement of financial position
(Before profit appropriation)
(EUR'000)
Note
31 December
2025
31 December
2024
ASSETS
Intangible assets
1
-
-
Property, plant and equipment
2
1,315
1,831
Investment property
3
14,500
15,500
Investments in subsidiaries
4
299,451
299,451
Non-current financial assets
5
28
872
Deferred tax assets
17
18,724
20,986
Other non-current assets
-
-
TOTAL NON-CURRENT ASSETS
334,018
338,640
Trade receivables
6
161
501
- Trade receivables - third parties
6
12
12
- Trade receivables - related parties
31
149
489
Current financial assets
7
33,784
39,853
- Current financial assets - third parties
7
4
11
- Current financial assets - related parties
31
33,780
39,842
Current tax assets
8
3,141
2,130
Other current assets
9
20,960
15,450
- Other current assets - third parties
9
1,438
823
- Other current assets - related parties
31
19,522
14,627
Cash and cash equivalents
10
433
538
TOTAL CURRENT ASSETS
58,479
58,472
ASSETS HELD FOR SALE
-
-
TOTAL ASSETS
392,497
397,112
EQUITY AND LIABILITIES
Share capital
11
159,120
159,120
Share premium reserve
12
27,701
27,701
Legal reserve
13
-
-
Other reserves
13
40,832
38,597
Profit (loss) for the year
45,426
45,779
TOTAL EQUITY
273,079
271,197
Employee benefits
14
2,621
2,584
Non-current provisions
19
370
370
Non-current financial liabilities
15
184
1,703
Income taxes tax liabilities
17
-
-
TOTAL NON-CURRENT LIABILITIES
3,175
4,657
Current provisions
0
0
Trade payables
16
2,663
1,929
- Trade payables - third parties
2,662
1,704
- Trade payables - related parties
31
1
225
Current financial liabilities
15
104,018
104,011
- Current financial liabilities - third parties
15
128
111
- Current financial liabilities - related parties
31
103,890
103,900
Current tax liabilities
17
0
0
Other current liabilities
18
9,562
15,318
- Other current liabilities - third parties
18
9,160
7,977
- Other current liabilities - related parties
31
402
7,341
TOTAL CURRENT LIABILITIES
116,244
121,258
LIABILITIES ASSOCIATED WITH ASSETS HELD FOR SALE
-
-
TOTAL LIABILITIES
119,419
125,915
TOTAL EQUITY AND LIABILITIES
392,497
397,112
Company Financial Statements 2025 Cementir Holding NV | 394
Income statement
(EUR'000)
Note
2025
2024
REVENUE 20
8,776
8,765
- Revenue - related parties 31
8,776
8,765
Other operating revenue 21 -
1
- Other operating revenue - third parties
-
1
TOTAL OPERATING REVENUE
8,776
8,766
Personnel costs 22 (8,717)
(7,820)
Other operating costs
23
(15,928)
(22,654)
- Other operating costs - third parties 23 (15,156)
(14,948)
- Other operating costs - related parties 31 (772)
(7,706)
TOTAL OPERATING COSTS
(24,646)
(30,474)
EBITDA
(15,870)
(21,708)
Amortisation, depreciation, impairment losses and provisions
24
(1,081)
(823)
EBIT
(16,951)
(22,531)
Financial income 25
69,492
73,130
- Financial income - third parties
25
248
2,706
- Financial income - related parties 31
69,244
70,424
Financial expense 25 (10,234)
(9,564)
- Financial expense - third parties 25 (4,479)
(3,742)
- Financial expense - related parties 31 (5,755)
(5,822)
NET FINANCIAL INCOME (EXPENSE)
59,258
63,566
PROFIT BEFORE TAXES
42,307
41,035
Income taxes
26
3,119
4,744
PROFIT (LOSS) FROM CONTINUING OPERATIONS
45,426
45,779
Company Financial Statements 2025 Cementir Holding NV | 395
Statement of comprehensive income
(EUR'000)
Note
2025
2024
PROFIT FOR THE YEAR
45,426
45,779
Other components of comprehensive income:
Items that will never be reclassified to profit or loss for the year
Net actuarial gains (losses) on post-employment benefits 27 2 1
Taxes recognised in equity 27 - -
Total items that will never be reclassified to profit or loss
2
1
Items that may be reclassified to profit or loss for the year:
Profit (Losses) on derivatives 27 - (64)
Taxes recognised in equity 27 - 19
Total items that may be reclassified to profit or loss
-
(45)
Total other comprehensive expense, net of tax 2 (44)
COMPREHENSIVE INCOME (EXPENSE) FOR THE YEAR 45,428 45,735
Company Financial Statements 2025 Cementir Holding NV | 396
S
tatement of changes in equity
Notes 11 12 13 13
(EUR'000)
Share
capital
Share
premium
reserve
Legal
reserves
Other
reserves
Retained
earnings
Profit
for the year
Total
equity
Equity
at 1 January 2025
159,120 27,701 31,824 (5,033) 11,804 45,779 271,196
Allocation of 2024 profit (loss) - - - - 45,779 (45,779) -
Distribution of 2024 dividends - - - - (43,546) - (43,546)
Total transactions
with investors
- - - - 2,233 (45,779) (43,546)
Profit (loss) for the year - - - - - 45,426 45,426
Net actuarial gains - - - 2 - - 2
Losses on derivatives - - - - - - -
Total comprehensive income (expense) - - - 2 - 45,426 45,428
Equity
at 31 December 2025
159,120 27,701 31,824 (5,031) 14,037 45,426 273,078
Notes 11 12 13 13
(EUR'000)
Share
capital
Share
premium
reserve
Legal
Reserves
Other
reserves
Retained
earnings
Profit
for the year
Total
Equity
Equity at
1 January 2024
159,120 27,701 31,824 (4,988) 3,234 52,116 269,008
Allocation of 2023 profit (loss) - - - - 52,116 (52,116) -
Distribution of 2023 dividends - - - - (43,546) - (43,546)
Total transactions
with investors
- - - - 8,570 (52,116) (43,546)
Profit (loss) for the year - - - - - 45,779 45,779
Net actuarial gains - - - 1 - - 1
Losses on derivatives - - - (46) - - (46)
Total comprehensive income (expense) - - - (45) - 45,779 45,734
Equity at
31 December 2024
159,120 27,701 31,824 (5,033) 11,804 45,779 271,196
Company Financial Statements 2025 Cementir Holding NV | 397
Statement of Cash Flows
(EUR'000)
Note
31 December
2025
31 December
2024
Profit/(loss) for the year
45,426
45,779
Amortisation
24
1,081
823
Investment property FV adjustment
1,000
2,150
Loss allowance
6
-
-
Net financial income (expense)
25
(59.258)
(63,567)
- third parties
4.349
1,081
- related parties
31
(63.607)
(64,648)
Income taxes
26
(3.119)
(4,744)
Change in employee benefits
37
(18)
Change in provisions (current and non-current)
19
-
-
Operating cash flows before changes in working capital
(14.833)
(19,577)
Decrease in trade receivables - third parties (Increase)
-
(4)
Decrease in trade receivables - related parties
340
(324)
Increase (Decrease) in trade payables - third parties
959
240
Increase (Decrease) in trade payables - related parties
(224)
0
Change in other non-current and current assets and liabilities - third
parties
567
2,004
Change in other non-current and current assets and liabilities -
related parties
(6,953)
7,044
Change in current and deferred taxes
(511)
(747)
Operating cash flows
(20,655)
(11,364)
Dividends collected
67,200
67,839
Interest received
2,118
1,998
Interest paid
(4,306)
(6,047)
Other net income (expense) collected (paid) on derivatives
25
(91)
(2,605)
Income taxes paid
-
-
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES (A)
44,266
49,821
Acquisitions of equity investments
(1,200)
(250)
Change in non-current financial assets – third parties
(4)
-
Change in non-current financial assets – related parties
847
(848)
Change in current financial assets – third parties
11
3,512
Change in current financial assets – related parties
1,893
(2,532)
CASH FLOW FROM (USED IN) INVESTING ACTIVITIES (B)
(1,547)
(118)
Change in non-current financial liabilities - third parties
-
-
Change in current financial liabilities - third parties
(257)
(26,854)
Change in current financial liabilities - related parties
2,115
19,793
Dividends distributed
(43,546)
(43,546)
Other changes in Equity
-
-
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES (C)
(45,918)
(50,607)
NET CHANGE IN CASH AND CASH EQUIVALENTS (A+B+C)
(105)
(904)
Opening cash and cash equivalents
10
538
1,442
Closing cash and cash equivalents
10
433
538
Company Financial Statements 2025 Cementir Holding NV | 398
Reconciliation of the Parent’s Company equity at 31 December 2025 and 2024 and profit (loss) for the
year then ended with consolidated equity and profit (loss)
(EUR'000)
Profit for
2025
Equity
31 December 2025
Cementir Holding NV (stand alone) 45,426 273,079
Effect of consolidating subsidiaries and associates
(131,556)
(942,011)
Difference in translation reserve
-
(1,071,897)
Hyperinflation in Türkiye
(29,423)
433,955
Total attributable to the owners of the parent
206,405
1.853,032
Total attributable to the non-controlling interests
2,497
121,950
Cementir Holding Group
208,902
1,974,982
(EUR'000)
Profit (loss)
2024
Equity
31 December 2024
Cementir Holding NV (stand alone)
45,779
271,196
Effect of consolidating subsidiaries and associates
181,726
2,071,501
Difference in translation reserve
-
980,058
Currency hyperinflation in Türkiye
(25,865)
354,392
Total attributable to the owners of the parent
201,640
1,717,031
Total attributable to the non-controlling interests
12,815
139,353
Cementir Holding Group
214,455
1,856,384
The main differences are caused by the valuation of the investments in subsidiaries at cost in the company
financial statements. Translation reserves are therefore not applicable in the company financial statements.
Company Financial Statements 2025 Cementir Holding NV | 399
NOTES TO THE COMPANY FINANCIAL STATEMENTS
General information
On 28 June 2019, the Extraordinary Shareholders’ Meeting approved the transformation of the company
Cementir Holding SpA from a joint-stock company under Italian law into a Naamloze Vennootschap under
Dutch law, consequent to the transfer of the registered office to Amsterdam, Netherlands (36, Zuidplein, 1077
XV; Chamber of Commerce registration number 76026728). The transfer and transformation process was
completed on 5 October 2019.
On that date the Board of Directors resolved to establish an operational and secondary headquarters in Rome,
at 200 Corso Francia. The company's tax residence remained in Italy. As part of this transformation,
Management aligned the equity composition per the Italian law requirements with the Dutch Civil Code
Requirements.
The company remained listed on the STAR segment of the Milan Stock Exchange.
At 31 December 2025, shareholders holding shares exceeding 3% of the share capital, as indicated in the
book of shareholders, from communications received pursuant to article 5:28 of the Financial Supervision Act
and other information available, are:
1) Francesco Gaetano Caltagirone – 106,217,754 shares (66.753%). The shareholding is held as follows:
- Direct ownership of 1,327,560 shares (0.834%)
- Indirect ownership through the companies:
● Calt 2004 Srl – 49,168,424 shares (30.900%)
● Caltagirone Spa – 25,400,000 shares (15.963%)
● FGC Spa – 17,600,000 shares (11.061%)
● Azufin Spa – 10,720,000 shares (6.737%)
● Capitolium Srl – 0 shares (0.000%)
● SO.CO.GE.IM Spa – 1,500,000 shares (0.943%)
● Compagnia Gestioni Immobiliari Srl – 500,000 shares (0.314%)
● Vianini Lavori Spa – 1,770 shares (0.001%).
2) Francesco Caltagirone – 8,775,299 shares (5.515%). The above investment is held indirectly through the
company Chupas 2007 Srl for 8,775,299 shares (5.515%).
On 11 March 2026, the Company’s Board of Directors approved these company financial statements at 31
December 2025 and authorised their publication on 12 March 2026.
Company Financial Statements 2025 Cementir Holding NV | 400
Statement of compliance with the IFRS Accounting Standards
These company financial statements at 31 December 2025, drawn up on a going concern basis, have been
prepared in accordance with IFRS Accounting Standards as adopted by the European Union (EU-IFRSs) and
with Part 9 of Book 2 of the Dutch Civil Code.
Certain parts of this Annual Report contain financial measures that are not measures of financial performance
or liquidity under IFRS. These are commonly referred to as non-IFRS financial measures and include items
such as Earnings Before Interest, Taxes, Depreciation and Amortisation (EBITDA), Earnings Before Income
Taxes (EBIT) and net financial debt. The Company calculates EBITDA as follows, total operating revenues
minus total operating costs excluding accruals.
Basis of presentation
The company financial statements at 31 December 2025 are presented in euros, the Company’s functional
currency, and all amounts are expressed in thousand euros, unless indicated otherwise. They consist of a
statement of financial position, an income statement, a statement of comprehensive income, a statement of
changes in equity, a statement of cash flows and these notes.
The company financial statements have been prepared on a going concern basis as the directors are
reasonably certain that the Company will continue to operate in the foreseeable future, based on their
assessment of the risks and uncertainties to which it is exposed.
The Company has opted to present these statements as follows:
- the statement of financial position presents current and non-current assets and liabilities separately;
- the income statement classifies costs by nature;
- the statement of comprehensive income presents the effect of gains and losses recognised directly in
equity, starting from the profit or loss for the year;
- the statement of cash flows is presented using the indirect method.
The accounting policies are described in Basis of presentation section of the consolidated financial statements
and are deemed incorporated and repeated herein by reference. Investments in subsidiaries are accounted
for at cost, net of impairment.
Company Financial Statements 2025 Cementir Holding NV | 401
Notes
1) Intangible assets
Intangible assets are fully amortised.
(EUR'000)
Other intangible
assets
Total
Gross amount at 1 January 2025
2,333
2,333
Increase - -
Reclassifications
-
-
Gross amount at 31 December 2025
2,333
2,333
Accumulated Amortisation at 1 January 2025
2,333
2,333
Increase - -
Accumulated Amortisation at 31 December 2025 2,333 2,333
Net amount at 31 December 2025 -
-
Gross amount at 1 January 2024 2,333 2,333
Increase
-
-
Reclassifications - -
Gross amount at 31 December 2024
2,333
2,333
Accumulated Amortisation at 1 January 2024
2,305
2,305
Increase 28 28
Accumulated Amortisation at 31 December 2024 2,333 2,333
Net amount at 31 December 2024
-
-
2) Property, plant and equipment
At 31 December 2025, the item is equal to EUR 1,315 thousand (EUR 1,831 thousand at 31 December 2024).
The Other assets consists of furniture, electronic equipment and servers used by the company.
(EUR'000)
Other assets
Right-of-use
assets
Total
Gross amount at 1 January 2025 336 2,146 2,482
Increase - 842 842
Decrease - (253) (253)
Gross amount at 31 December 2025
336
2,735
3,071
Accumulated Depreciation at 1 January 2025 284 367 651
Increase 37 1,256 1,293
Decrease - (188) (188)
Reclassifications - - -
Accumulated Depreciation at 31 December 2025 321 1,435 1,756
Net amount at 31 December 2025
15
1,300
1,315
Company Financial Statements 2025 Cementir Holding NV | 402
(EUR'000)
Other assets
Right-of-use
assets
Total
Gross amount at 1 January 2024
336
1,725
2,061
Increase - 1,735 1,735
Decrease
-
(1,314)
(1,314)
Gross amount at 31 December 2024
336
2,146
2,482
Accumulated Depreciation at 1 January 2024 247 712 959
Increase 37 758 795
Decrease - (1,230) (1,230)
Reclassifications
-
127
127
Accumulated Depreciation at 31 December 2024
284
367
651
Net amount at 31 December 2024
52
1,779
1,831
Property, plant and equipment includes EUR 1,300 thousand in right-of-use assets (EUR 1,779 thousand as
at 31 December 2024). Note 28 “IFRS 16 Leases” gives a breakdown of Right-of-use assets categorised
according to their nature and its useful life.
The estimated useful life of the main items of plant and equipment is reported below:
Useful life of property, plant and
equipment
Various equipment 5 years
Office machines and equipment 5 years
3) Investment property
The item investment property, totalling EUR 14,500 thousand (EUR 15,500 thousand at 31 December 2024),
is recognised at fair value, as determined using appraisals prepared by an independent property assessor, of
the property in Torrespaccata (Rome), which decreased against the previous year by EUR 1,000 thousand
due to the decrease in market prices of commercial buildings in 2025.
4) Investments in subsidiaries
Totalling EUR 299,451 thousand (EUR 299,451 thousand at 31 December 2024), the item breaks down as
follows:
(EUR'000)
Currency
Registered
office
Investment
%
Carrying
amount at
31/12/2025
Investment
%
Carrying
amount at
31/12/2024
Cementir Espana SL EUR Madrid (ES) 100.00% 206,735 100.00% 206,735
Alfacem Srl EUR Rome (I) 99.99% 90,220 99.99% 90,220
Basi 15 Srl
EUR
Rome (I)
99.99%
1,646
99.99%
1,646
Svim 15 Srl EUR Rome (I)
99.99%
850
99.99%
850
Equity investments
299,451
299,451
During the 2025 financial year, the investment in Basi 15 Srl recorded an increase, mainly related to the capital
contribution deriving from the renunciation of the financial credit claimed from the company, for a total of EUR
1,050 thousand and to further capital contributions equal to EUR 150 thousand.
Company Financial Statements 2025 Cementir Holding NV | 403
This increase was fully absorbed by the write-down of the investment for permanent loss of value, for an
amount of EUR 1,200 thousand.
All investments in subsidiaries are in unlisted companies. At the date of preparation of these financial
statements the Company has not identified indicators of long-term impairment losses of the investee
companies and therefore there are no relevant issues on the recoverability of the same with the exception of
the investment in Basi 15 Srl as reported above.
The list of direct and indirect participations of the parent is shown, according to Art. 2:379(1) DCC, in the annex
to the Consolidated Financial Statements.
5) Non-current financial assets
The item amounts to EUR 28 thousand (EUR 872 thousand as of 31 December 2024); the decrease of EUR
844 thousand is mainly due to receivables from Spartan Hive Spa, Aalborg Portland Digital Srl and Piemme
relating to the sublease agreement for the property at Corso di France 200.
6) Trade receivables
Trade receivables, totalling EUR 161 thousand (EUR 501 thousand at 31 December 2024), are composed as
follows:
(EUR'000)
31.12.2025 31.12.2024
Trade receivables from third parties
12 12
Loss allowance - -
Trade receivables - subsidiaries (note 31) 78 359
Trade receivables - other group companies (note 31) 71 130
Trade receivables
161
501
The carrying amount of trade receivables is representative of their fair value. The maturities of receivables
from third-party customers are as follows:
(EUR'000)
31.12.2025
31.12.2024
Not yet due
-
-
Overdue 12 12
Loss allowance - -
Total trade receivables from third parties 12 12
Trade receivables from subsidiaries and group companies mainly refer to the recharge of costs incurred on
their behalf, relating to insurance brokerage expenses and the costs of the Refinitiv platform.
The Company has decided, in light of the recoverability assessments made, not to make any write-downs on
these amounts, considering them recoverable with certainty in the short term.
Note 31) Related party transactions provides more information about trade receivables from subsidiaries,
associates and other group companies.
Company Financial Statements 2025 Cementir Holding NV | 404
7) Current financial assets
Totalling EUR 33,784 thousand (EUR 39,853 thousand at 31 December 2024), the item breaks down as
follows:
₋ loans to the subsidiary Svim 15 Srl, revocable and interest bearing at a rate equal to Euribor 3 months +
1.0%, amounting to EUR 1,255 thousand;
₋ the interest-bearing loan to Aalborg Cement Company Inc, amounting to EUR 9,787 thousand, maturing
on 31 December 2026 and with a rate equal to SOFR 3 months + 1.5%;
₋ the interest-bearing loan to White Cement Company LLC, amounting to EUR 25,349 thousand, maturing
on 31 December 2026 and with a rate equal to SOFR 3 months + 1.5%;
₋ receivables arising from IFRS 16 on the sublease to Spartan Hive Spa, amounting to EUR 118 thousand,
to Aalborg Portland Digital Srl for EUR 359 thousand and to Piemme Spa for EUR 218 thousand.
The carrying amount of financial assets coincides with their fair value.
The change compared to the previous year, amounting to EUR 6,069 thousand, is mainly attributable to:
₋ the exchange rate effect, to the companies Aalborg Cement Company Inc for EUR 1,468 thousand and
White Cement Company LLC for EUR 3,305 thousand;
₋ the increase in receivables from IFRS 16 in the amount of EUR 239 thousand;
₋ the extinguishment of the loan to Basi 15 Srl for EUR 1,050 thousand.
The item also includes EUR 4 thousand (EUR 11 thousand as of 31 December 2024) as part of bank interest
income on current accounts.
8) Current tax assets
Current tax assets, which amounted to EUR 3,141 thousand (EUR 2,130 thousand as of 31 December 2024),
mainly consisted of EUR 344 thousand of taxes paid abroad and requested for refund, EUR 441 thousand in
withholding taxes paid abroad, EUR 822 thousand in withholding taxes paid abroad for previous years, EUR
277 thousand in withholding taxes on active interest, and EUR 1,257 thousand for IRES (EUR 1,044 thousand)
and IRAP (EUR 213 thousand) receivables relating to the request for a refund due to lower royalties linked to
the Mutual Agreement Procedure (MAP). The procedure, finalised during 2021, was initiated in November
2014 following an audit by the Danish Tax Authorities concerning the disavowal of royalties paid by Aalborg
Portland Holding to Cementir Holding in the period 2008 – 2012. In October 2025, a request for reimbursement
was submitted for the years 2013 – 2020, which resulted in an IRES refund of 62 thousand euros and an IRAP
refund of 213 thousand euros.
9) Other current assets
The item, amounting to EUR 20,960 thousand (EUR 15,450 thousand at 31 December 2024), is composed as
follows:
(EUR'000)
31.12.2025 31.12.2024
Subsidiaries (IRES tax consolidation scheme) (note 31)
19,522 14,627
Prepayments 317 71
VAT assets 1,114 745
Other receivables 7 7
Other current assets
20,960
15,450
Company Financial Statements 2025 Cementir Holding NV | 405
10) Cash and cash equivalents
This item, totalling EUR 433 thousand (EUR 538 thousand at 31 December 2024), consists of cash and cash
equivalents held by the Company and is broken down as follows:
(EUR'000)
31.12.2025
31.12.2024
Bank deposits
421
532
Bank deposits with related parties (note 31) 1 -
Cash-in-hand and cash equivalents 11 6
Cash and cash equivalents
433
538
For the change, equal to EUR 105 thousand, please refer to the Company's statement of cash flows.
11) Share capital
The Company’s share capital consists of 159,120,000 ordinary shares with a par value of EUR 1 each. It is
fully paid up and has not changed with respect to the previous year end.
12) Share premium reserve
The share premium reserve as of 31 December 2025 was equal to EUR 27,702 thousand (EUR 27,702
thousand as of 31 December 2024).
13) Reserves
Other reserves totalled EUR 40,831 thousand (EUR 38,596 thousand at 31 December 2024) and break down
as follows:
(EUR’000) Legal reserve
Other
Reserves
Retained
Earnings
Total
Balance at 1 January 2025
31,824
(5,032)
11,804
38,596
Increase
-
2
45,779
45,781
Decrease -
- (43,546)
(43,546)
Balance at 31 December 2025
31,824
(5,030)
14,037
40,831
Balance at 1 January 2024
31,824
(4,988)
3,234
30,071
Increase - 1 52,116
52,116
Decrease - (45) (43,546)
(43,591)
Balance at 31 December 2024
31,824
(5,032)
11,804
38,596
The increase in Other Reserves relates to the increase in the reserve pursuant to IAS 19.
The increase in retained earnings, equal to EUR 2,233 thousand, is related to the carry forward of the operating
profit of the previous financial year net of the distribution of 2024 dividends.
Company Financial Statements 2025 Cementir Holding NV | 406
Equity items
It is noted that the Company is tax residence in Italy, the following table shows the origin, possible use and
availability of equity items in respect to Italian tax rules:
(EUR'000)
Summary of utilisation in previous
three years
Nature/Description
Amount at
31.12.2025
To cover losses
For other
reasons
Share capital
159,120
-
-
Share premium reserve
27,702
-
-
Legal reserve (Italian law) 31,824 - -
Reserve for treasury shares in portfolio (29,315) - -
Reserve for dividends undistributed 355 - -
A) Reserve for grants related to assets 13,207 - -
Reserve as per Art. 15 of Law No. 67 of 11/3/88 138 - -
Reserve as per Law 349/95
41
Goodwill arising on merger - - -
Other IFRS reserves 10,543 - -
Retained earnings 14,037 - -
Total reserves
68,532
-
-
Profit (loss) for the year
45,426
-
-
Total equity
273,078
-
-
A) In the event of distribution, the reserves contribute to forming the taxable income of the company.
The following table shows the reconciliation between Italian tax law and the Dutch Civil Code as at 31
December 2025:
(EUR'000)
Share
premiu
m
reserve
Reserve
for treasury
shares in
portfolio
Reserve
for
dividend
s
undistrib
uted
Reserve
for grants
related to
assets
Hedgin
g
Reserv
e*
Legal
reserve
(Italian
Law)
Other
IFRS
reserv
es*
Reserve
as per
Art. 15
of Law
No.
67/88
Reserve
as per
Law No.
349/95
Goodwil
l arising
on
merger
Actuari
al
reserve
s IAS
19*
IFRS 9
Reserv
e*
Retain
ed
earnin
gs
Total
Italian Tax
rules
27,702 (29,315) 355 13,207 - 31,824 5,170 138 41 - (112) 5,485 14,037 68,532
Reclassificati
on due
conversion in
N.V.
- 29,315 (355) (13,207) - (31,824) (5,170) (138) (41) - - (5,485) 26,905
Dutch Civil
Code
27,702 - - - - - - - - - (112) - 40,942 68,532
*other IFRS reserves
Treasury share purchase
The number of treasury shares held following the completion of the share buy-back programme (the
“Programme”) in October 2021 has not changed.
It should be noted that under the Programme, between 15 October 2020 and 12 October 2021 (ends included),
3,600,000 treasury shares, equal to 2.2624% of the share capital, were purchased on the Mercato Telematico
Azionario organised and managed by Borsa Italiana S.p.A. at a weighted average price of EUR 8.1432 per
share and for a total outlay of EUR 29,315 thousand.
Dividends
During the year, the company distributed a total of EUR 43,546 thousand in dividends to shareholders for
2024, corresponding to EUR 0.28 per ordinary share.
Company Financial Statements 2025 Cementir Holding NV | 407
14) Employee benefits
Post-employment benefits totalled EUR 197 thousand (EUR 191 thousand at 31 December 2024). The figure
represents the company’s estimate of its obligation, determined using actuarial techniques, to employees upon
termination of employment. On 1 January 2007, the Italian Finance Act and related implementing decrees
introduced significant reforms to the regulations governing post-employment benefits, including the right of
employees to decide where to allocate their accruing benefits. Benefits may be transferred to a pension fund
or kept within the company, in which case they are transferred to a special treasury fund set up by INPS.
As a result of the reforms, accruing Italian post-employment benefits now qualify as a defined contribution plan
rather than a defined benefit plan.
The actuarial assumptions used for their measurement are summarised below:
Values in %
31.12.2025
31.12.2024
Annual discount rate 3.15%
2.90%
Annual post-employment benefits growth rate 3.00%
3.00%
Changes in the liability are shown below:
(EUR'000)
31.12.2025
31.12.2024
Net liability
opening balance
191
185
Current service cost
-
-
Interest cost
5
5
Payments of post-employment benefits
(2)
-
Net actuarial gains recognised in the year
3
1
Other
-
-
Net liability
closing balance
197
191
Employee benefits included the long-term incentive plan that envisages the payment of a variable monetary
reward, calculated on the basis of the gross annual salary of the beneficiary, which is tied to the achievement
of the business and financial objectives in the Industrial Plans prepared and approved. It amounted to EUR
2,424 thousand at 31 December 2025 (EUR 2,393 thousand at 31 December 2024).
Company Financial Statements 2025 Cementir Holding NV | 408
15) Financial liabilities
Non-current and current financial liabilities are shown below:
(EUR'000)
31.12.2025 31.12.2024
Bank loans and borrowing
- -
Other non-current loan liabilities 184 107
Other non-current financial liabilities - related parties (note 31) - 1,596
Non-current financial liabilities
184
1,703
Bank loans and borrowing - -
Trade payables - related parties (cash pooling) (note 31) 102,175 102,074
Current portion of non-current financial liabilities 123 104
Current portion of non-current financial liabilities to related parties (note 31) 1,715 1,761
Fair value of derivatives
-
-
Fair value of derivative instruments - related parties (note 31) - 58
Other loan liabilities 5 7
Other financial payables - related parties (note 31) - 7
Current financial liabilities
104,018
104,011
Total financial liabilities
104,202
105,714
Payables to related parties of EUR 102,175 thousand refer to the balance of the cash pooling account in place
with Alfacem Srl.
The short-term portion of non-current financial liabilities, amounting to EUR 1,838 thousand (EUR 123
thousand to third parties and EUR 1,715 thousand to related parties), related to the debt arising from the
application of IFRS 16; while other current financial debts, equal to EUR 5 thousand, refer to the accrual for
the assessment of financial charges.
The company’s exposure, broken down by due date of the financial liabilities, is as follows:
(EUR'000)
31.12.2025
31.12.2024
Within three months 809 983
● third parties
36 31
● related parties (note 31)
773 952
Between three months and one year 103,209 103,028
● third parties 92 80
● related parties (note 31) 103,117 102,948
Between one and two years 89 1,651
● third parties 89 55
● related parties (note 31) - 1,596
Between two and five years 95 52
● third parties
95 52
● related parties (note 31)
-
-
After five years - -
Total financial liabilities
104,202
105,714
The carrying amount of current and non-current financial liabilities equals their fair value.
Company Financial Statements 2025 Cementir Holding NV | 409
Net financial debt
The following table shows the Net Financial Debt as at 31 December 2025 and 2024, calculated in accordance
with paragraph 175 of the recommendations contained in ESMA 32-382-1138 of 4 March 2021:
(EUR'000)
31.12.2025 31.12.2024
A. Cash
11 6
B. Cash flow 421 532
C. Current financial assets 33,784 39,853
D. Cash and cash equivalents (A+B+C)
34,216
40,391
E. Current bank loans and borrowings - -
F. Current portion of current debt
(104,017)
(104,010)
G. Current financial debt (E+F)
(104,017)
(104,010)
H. Net current financial debt (G-D)
(69,801)
(63,619)
I. Non-current bank loans and borrowings
-
-
J. Bonds issued - -
K. Other non-current liabilities (184) (1,703)
L. Non-current financial debt (I+J+K)
(184)
(1,703)
M. Net financial debt (H+L)
(69,985)
(65,322)
The Company’s net financial debt at 31 December 2025 amounted to EUR 69,985 thousand
(EUR 65,322 thousand at 31 December 2024) up by EUR 4,663 thousand compared to the previous year. This
change is mainly attributable to the negative effect of exchange rates on active loans in dollars granted to
Aalborg Cement Company and White Cement Company.
The current portion of the debt, equal to EUR 104,017 thousand (EUR 104,010 thousand as of 31 December
2024), is in line with last year and mainly includes the cash pooling debt to Alfacem.
If the non-current component of the loan had been included, the net financial debt of Cementir Holding NV
would have been EUR 69,957 thousand (as presented below).
Current assets of EUR 20,960 thousand (EUR 15,450 thousand at 31 December 2024) are higher than current
liabilities of EUR 9,562 thousand (EUR 15,318 thousand at 31 December 2024), mainly due to the reduction
of the debt to the Cimentas Group company (in this regard, see Note 18).
(EUR'000)
31.12.2025
31.12.2024
Current financial assets 33,784 39,853
Cash and cash equivalents
432
538
Current financial liabilities (104,017) (104,010)
Non-current financial liabilities
(184)
(1,703)
Net financial debt (as per CONSOB Communication)
(69,985)
(65,332)
Non-current financial assets 28 444
Total net financial debt
(69,957)
(64,878)
Company Financial Statements 2025 Cementir Holding NV | 410
16) Trade payables
Trade payables, whose carrying amount approximates their fair value, amount to EUR 2,664 thousand (EUR
1,928 thousand at 31 December 2024) and are composed as follows:
(EUR'000)
31.12.2025 31.12.2024
Trade payables - third parties
2,663 1,703
Trade payables - related parties (note 31) 1 225
Trade payables 2,664 1,928
Note 31) Related party transactions gives a breakdown of trade payables to subsidiaries, associates and
Parents.
17) Deferred tax assets and liabilities and current tax liabilities
At 31 December 2025, deferred tax, amounted to EUR 18,724 thousand, includes deferred tax assets net of
deferred tax liabilities as shown below:
(EUR'000)
31.12.2024
Accruals, net of
utilisation in
profit or loss
Increase, net of
decreases in
equity
Other
changes
31.12.2025
Tax losses 16,166 - - - 16,166
Other 5,185 (2,501) - - 2,684
Deferred tax assets
21,351
(2,261)
-
-
18,850
Difference between accounting value
and their tax base
365 (240) 1 - 126
Income taxes tax liabilities
365
(240)
1
-
126
Total
20,986
18,724
The balance as of 31 December 2025 of deferred tax assets (EUR 18,794 thousand) is mainly composed of
IRES credits due to tax losses related to companies participating in the Italian domestic tax consolidation
scheme; recovery is foreseen in subsequent years within the limits defined by the reference legislation.
In addition, further tax losses amounting to EUR 90,709 thousand, as reported in the consolidated tax return,
have been identified; no deferred tax assets have been recognised in respect of these losses, as the conditions
required under IAS 12 for their recognition were not met. As at 31 December 2025, deferred tax liabilities
amounted to EUR 366 thousand, of which EUR 366 thousand relate to IRES and EUR 0 thousand relate to IRAP.
18) Other current liabilities and current and non-current provisions
(EUR'000)
31.12.2025 31.12.2024
Personnel
1,388 1,391
Social security institutions 516 513
Other liabilities 7,256 6,073
Subsidiaries (IRES and VAT tax consolidation scheme) (note 31)
402
388
Other payables - related parties (Note 31) - 6,953
Other current liabilities
9,562
15,318
Other liabilities relate mainly to remuneration for directors and auditors for a total of EUR 5,344 thousand.
The amount due to subsidiaries primarily comprises amounts owed by Cementir Holding to companies that
have joined the national IRES tax consolidation scheme following the assignment of tax losses of previous
years.
Company Financial Statements 2025 Cementir Holding NV | 411
The reduction in Other payables - related parties is attributable to the loss of the debt to Cimentas, originated
by the legal dispute brought on 29 January 2017 by the Turkish stock exchange's regulatory and supervisory
body (Capital Market Board, CMB), on behalf of Cimentas AS and against Cementir Holding, before the Court
of Izmir. The dispute was definitively concluded by the payment, made on 28 January 2025 by Cementir
Holding in favour of Cimentas AS, of an amount equal to the equivalent of EUR 6.9 million.
19) Change in provisions (current and non-current)
At 31 December 2025, non-current provisions amounted to EUR 370 thousand, unchanged compared to 31
December 2024.
20) Revenue
(EUR'000)
2025
2024
Services 8,776 8,765
Revenue
8,776
8,765
Revenue included EUR 8,080 thousand mainly from revenues for royalties related to the use of the trademark
by the subsidiaries and for EUR 451 thousand from revenues for administrative services to Group companies.
Note 31) Related-party transactions provides more information about revenue from subsidiaries, associates
and other Group companies.
21) Other operating revenue
(EUR ‘000)
2025
2024
Building lease payments
-
-
Other revenue and income -
1
Other operating revenue
-
1
22) Personnel costs
(EUR'000)
2025
2024
Wages and salaries
6,238
5,754
Social security charges 1,620
1,510
Other costs 859
556
Personnel costs 8,717
7,820
The costs relating to post-employment benefits amount to EUR 482 thousand (EUR 448 thousand in 2024)
and are included in Other costs.
The company’s workforce breaks down as follows:
31.12.2025 31.12.2024
Average
2025
Average
2024
Executives 13 13 13 13
Middle management, white-collar workers and intermediates 32 31 32 29
Total 45 44 45 42
The Company has no employees in the Netherlands.
Company Financial Statements 2025 Cementir Holding NV | 412
23) Other operating costs
(EUR'000)
2025
2024
Consultancy 1,764 1,724
Directors’ fees 7,220 7,528
Independent auditors’ fees 764 675
Other services 2,434 9,358
Other operating costs 3,747 3,369
Other operating costs
15,929
22,654
Total other operating expenses also include transactions with related parties; please refer to note 31 for full
details.
24) Amortisation, depreciation, impairment losses and provisions
(EUR'000)
2025 2024
Amortisation
- 27
Depreciation 1,081 796
Provisions and write-downs
0
0
Amortisation, depreciation, impairment losses and provisions
1,081
823
Amortisation and depreciation includes for EUR 1,043 thousand (EUR 758 thousand in 2024) in amortisation
of right of use assets deriving from the application of IFRS 16.
25) Net financial expense
Financial income net of expenses was EUR 59,258 thousand. This result is broken down as follows:
(EUR'000)
2025
2024
Total income from investments
67,200
67,839
Total expense from investments
(1,200)
-
Interest income from third parties 78
20
Interest income from related parties (note 31)
2,044
2,585
Other financial income
170
2,685
Total financial income
2,292
5,290
Interest expense (107) (775)
Interest expense - related parties (note 31) (118) (46)
Other financial expense (4,372) (2,966)
Other financial expense - related parties (nota 31)
(4,437)
(5,776)
Total financial expense
(9,034)
(9,563)
Net financial income (expense)
59,258
63,566
“Income from investments”, amounting to EUR 67,200 thousand, refers to the dividends received by the
subsidiary Cementir Espana SL. The item “expense from investments” relates to the impairment of the
investment in Basi 15 Srl. Other financial income amounting to EUR 170 thousand (EUR 2,685 thousand as
of 31 December 2024) consisted of gains on derivative financial instruments purchased to hedge currency and
exchange rate gains on financial transactions.
The “Other financial expense”, amounting to EUR 4,372 thousand (EUR 2,966 thousand euros as of 31
December 2024), mainly refer to losses for exchange differences on financial transactions.
Company Financial Statements 2025 Cementir Holding NV | 413
26) Income taxes
The overall net amount, positive for EUR 3,119 thousand (positive for EUR 4,744 thousand in 2024), is made
up as follows:
(EUR'000)
2025 2024
Current taxes
5,105
3,116
- IRES
5,105
3,116
- IRAP -
-
Deferred tax assets (2,501)
(44)
- IRES (2,557)
76
- IRAP
56
(120)
Income taxes tax liabilities
240
1,672
- IRES -
1,568
- IRAP
240
104
Taxes from previous years 275
-
- IRES
213
-
- IRAP
62
-
Taxes
3,119
4,744
The following table shows a reconciliation between the theoretical tax expense and the effective expense
recognised in the income statement:
(EUR'000)
2025
2024
Theoretical tax expense (based on Italian nominal tax rate) (10.154)
(9,849)
Taxable permanent differences (13.233)
(13,546)
Deductible permanent differences 20.599
18,935
Prior year taxes (275)
(300)
Change in IRES tax rate
-
-
Effective IRAP tax expense (56)
16
Taxes
(3.119)
(4,744)
The Company, as allowed by the Consolidated Income Tax Act, participates in the group tax regime called
“National tax consolidation scheme” as Parent.
27) Other comprehensive expense
The following table gives a breakdown of other comprehensive expense, including and excluding the related
tax effect:
(EUR'000)
2025 2024
Gross
amount
Tax
effect
Gross
amount
Gross
amount
Tax
effect
Gross
amount
Financial instruments - -
-
(64) 19
(45)
Net actuarial gains (losses) on
post-employment benefits
2 (1) 1 1 - 1
Total other comprehensive
income (expense)
2 (1) 1 (63) 19 (44)
Company Financial Statements 2025 Cementir Holding NV | 414
28) IFRS 16 Leases
The following table shows the movements of RoU at 31 December 2025 and the related disclosures:
(EUR'000)
Land and
buildings
Plant and
equipment
Other
assets
Total
Right-of-use
assets
Gross amount at
1 January 2025
1,574
573 - 2,147
Increase 531
311 - 842
Decrease -
(252) - (252)
Gross amount at
31 December 2025
2,105
632 - 2,737
Amortisation at
1 January 2025
-
367 - 367
Amortisation
894
150
-
1,044
Reclassifications/Increases 212
- - 212
Decrease -
(188) - (188)
Amortisation at
31 December 2025
1,106
329 - 1,435
Net amount at
31 December 2025
999
303 - 1,302
(EUR'000)
Land and
buildings
Plant and
equipment
Other
assets
Total
Right-of-use
assets
Gross amount at
1 January 2024
1,231
495 - 1,726
Increase 1,574
161 - 1,735
Decrease (1,231)
(83) - (1,314)
Gross amount at
31 December 2024
1,574
573 - 2,147
Depreciation at
1 January 2024
619
93 - 712
Amortisation 611
147 - 758
Reclassifications/Increases -
127 - 127
Decrease (1,230)
- - (1,230)
Amortisation at
31 December 2024
-
367 - 367
Net amount at
31 December 2024
1,574
206 - 1,780
As at 31 December 2025, right of use assets were EUR 1,302 thousand (EUR 1,780 thousand at 31 December
2024) and mainly included the contract related to the 200 Corso Francia premises for EUR 999 thousand (EUR
1,574 thousand at 31 December 2024).
The depreciation period of the right-of-use assets is reported below:
Useful life of the right of use
assets
Land and buildings 2 years
Plant and equipment 4 years
Company Financial Statements 2025 Cementir Holding NV | 415
The Company’s exposure, broken down by expiry of the lease liabilities, is as follows:
(EUR'000)
31.12.2025
31.12.2024
Within three months 479 474
Between three months and one year 1,414 1,332
Between one and two years 81 1,764
Between two and five years
84
-
After five years
-
-
Total undiscounted lease liabilities at 31 December
2,058
3,570
Current and non-current lease liabilities are shown below:
(EUR'000)
31.12.2025
31.12.2024
Non-current lease liabilities 184 107
Non-current lease liabilities - related parties (note 31) - 1,596
Non-current lease liabilities
184
1,703
Current lease liabilities 123 103
Current lease liabilities - related parties (note 31)
1,715
1,761
Current lease liabilities
1,838
1,864
Total lease liabilities
2,022
3,567
Amounts recognised in profit/(loss) in the income statement
(EUR'000)
2025 2024
Amortisation and depreciation (note 24) (1,043) (758)
Interest expense on lease liabilities (129) (54)
Amounts recognised in the cash flow statement
(EUR'000)
2025
2024
Total cash outflow for leases 1,920 1,763
29) Financial risk management and disclosures
The company is exposed to financial risks connected with its operations, namely:
Credit risk
Cementir Holding NV’s exposure to credit risk is not considered particularly significant as it mainly does
business with subsidiaries and related parties whose risk of insolvency is substantially inexistent.
Credit risk related to trade receivables from subsidiaries is considered insignificant.
Note 6 provides additional details regarding the maturities of third-party trade receivables.
With respect to bank deposits (note 10) and derivatives (note 7), the Company has always worked with leading
counterparties, thus limiting its credit risk in this sense.
Liquidity risk
Liquidity risk concerns the availability of financial resources and access to credit market and financial
instruments.
Company Financial Statements 2025 Cementir Holding NV | 416
The company monitors its cash flows, funding requirements and liquidity levels in order to ensure the effective
and efficient use of its financial resources.
The company has credit lines which cover any unforeseen requirements.
Note 15 provides a breakdown of financial liabilities by due date.
Market risk
The market risk mainly concerns currency and interest rate risks.
Currency risk
Cementir Holding NV is directly exposed to currency risk to a limited degree in relation to loans and deposits
held in foreign currency. The Company constantly monitors these risks so as to assess any impact in advance
and take any necessary mitigating actions.
Interest rate risk
As Cementir Holding NV has floating rate bank loans, it is exposed to the risk of fluctuations in interest rates.
This risk is considered moderate as the company’s loans are currently only in euros and the medium to long-
term interest rate curve is not steep.
Net financial debt at 31 December 2025 amounted to EUR 69,985 thousand (EUR 65,322 thousand in 2024)
made up of current financial receivables and cash and cash equivalents for EUR 34,217 thousand, current
loan liabilities for EUR 104,018 thousand and non-current loan liabilities of EUR 184 thousand, entirely
regulated at a variable rate.
With respect to the floating rate on net financial debt, an annual 1% increase in interest rates, assuming all the
other variables remain stable, would have had a negative effect on profit before taxes of EUR 0.7 million (EUR
0.7 million in 2024) and on equity of EUR 0.5 million (EUR 0.5 million at 31 December 2024). A similar decrease
in interest rates would have an identical positive impact.
Climate Change
In this context of increasing attention by the financial community to the environmental performance of the sector,
the cement industry's ability to reduce CO₂ emissions and demonstrate a credible approach to climate change
assumes a central role in stakeholder assessments. Consistent with this reference scenario, the Cementir Group,
starting in 2021, conducts a systematic monitoring of the risks and opportunities related to climate change,
evaluating its evolution in the light of the transition scenarios and physical variables defined by the TCFD
recommendations.
For more details on the scenarios used, please refer to what is described in Sustainability Statement 2025.
Physical variables include:
a. Acute risks: related to the occurrence of extreme climatic events of high intensity, such as cyclones,
hurricanes or floods. These phenomena generally have a low frequency in the short term, but show
an increasing trend in the long term according to the available climate scenarios.
b. Chronic risks: attributable to gradual and persistent changes in climate patterns, such as higher
average temperatures maintained over time, which can lead to sea level rise or recurrent heat waves.
The analysis of climate risks and opportunities is carried out over three-time horizons: the short term (1–3
years), linked to the implementation of the Business Plan; the medium term (until 2030), in which the expected
effects of the energy transition are manifested; and the long term (until 2050), in line with the Group's objective
of achieving net zero emissions along the entire value chain. As envisaged by the TCFD framework, the
disclosure process will evolve gradually, with increasing levels of detail and insight over the years.
Company Financial Statements 2025 Cementir Holding NV | 417
30) Fair value hierarchy
IFRS 13 requires that assets and liabilities carried at fair value be classified using a hierarchy which reflects
the sources of the inputs used to measure their fair value. The hierarchy consists of the following levels:
- Level 1: measurement of fair value using quoted prices on active markets for identical assets or liabilities.
- Level 2: measurement of fair value using inputs other than the quoted prices included within Level 1 which
are directly observable (such as prices) or indirectly observable (i.e., derived from prices) on the market.
- Level 3: measurement of fair value using inputs for assets or liabilities that are not based on observable
market data (unobservable inputs).
The fair value of assets and liabilities is classified as follows:
31 December 2025
(EUR'000)
Note
Level 1
Level 2
Level 3
Total
Investment property 3 - - 14,500
14,500
Total assets
-
-
14,500
14,500
Current financial liabilities (derivative instruments) 15 - - -
-
Total liabilities
-
-
-
-
31 December 2024
(EUR'000)
Note
Level 1
Level 2
Level 3
Total
Investment property
3
-
-
15,500
15,500
Total assets
-
-
15,500
15,500
Current financial liabilities (derivative instruments) 15 - - -
-
Total liabilities
-
-
-
-
No transfers among the levels took place during 2025.
Company Financial Statements 2025 Cementir Holding NV | 418
31) Related party transactions
Transactions performed by the Company with related parties are part of normal business operations and take
place at arm’s-length conditions; there are no transactions of an atypical or unusual nature, outside the normal
course of business.
On 5 November 2010, the Board of Directors of Cementir Holding NV approved a new procedure for related
party transactions complying with CONSOB guidelines, issued pursuant to CONSOB Resolution No. 17221 of
12 March 2010 and subsequent amendments and additions thereto. The procedure has been applicable
starting from 1 January 2011. On 13 November 2019, the Board of Directors resolved to make a number of
changes to the Related Party Transaction Procedure, following the conversion of Cementir Holding into a
company under Dutch law. Finally, it should be noted that the procedure was again approved by the Board of
Directors on 9 November 2020 during the periodic review of company procedures.
As required by CONSOB Communication No. 6064293 of 28 July 2006, related party transactions and their
effects are reported in the table below:
Company Financial Statements 2025 Cementir Holding NV | 419
Trade and financial transactions
Year 2025
Trade
receivables
Non-
current
financial
assets
Current
financial
assets
Other
current
assets
Liquid
assets
Trade
payables
Current and
non-current
financial
Other
current
liabilities
Balance
(EUR'000)
Cimentas AS 7 -
-
-
-
-
-
-
7
Alfacem Srl - -
- 1,457 - -
(102,175) -
(100,718)
Basi 15 Srl -
-
-
-
-
-
-
(314)
(314)
Svim 15 Srl -
-
1,255
-
-
-
-
(89)
1,116
Aalborg Portland A/S -
-
-
-
-
-
- -
-
Lehigh White Cement Company LLC
26
-
-
-
-
-
-
-
26
Aalborg Cement Company Inc. - - 9,787 - - - - -
9,787
White Cement Company LLC - - 22,043 - - - - -
22,043
Monte dei Paschi di Siena Spa - - - - 1 - - -
1
Aalborg Portland Digital Srl - - 359 872 - -
-
-
1,231
Spartan Hive Spa - - 118 17,193 - -
- -
17,311
Caltagirone Spa
69
-
-
-
-
-
-
-
69
Piemme Spa
-
-
219
-
-
-
-
-
219
Compagnie des Ciments Belges SA
7
-
-
-
-
-
-
-
7
Aalborg Portland Malaysia Sdn.
Bhd.
2 - - - - - - - 2
Aalborg Portland (Anqing) Co Ltd
1
-
-
-
-
-
-
-
1
Unicon AS
-
-
-
-
-
-
-
-
-
Unicon A/S
-
-
-
-
-
-
-
-
-
Kudsk & Dahl A/S
-
-
-
-
-
-
-
-
-
NB Services A/S
10
-
-
-
-
-
-
-
10
Aalborg Portland Island EHF
-
-
-
-
-
-
-
-
-
Aalborg Portland Polska Spzoo
1
-
-
-
-
-
-
-
1
Aalborg Portland (Australia) Pty. Ltd
1
-
-
-
-
-
-
-
1
Aalborg Portland France SAS - - - - - - - - -
AB Sydsten 3 - - - - - - - 3
ACEA Spa 2 - - - - (1) - - 1
SinaiWhite Portland Cement Co. SAE 14 - - - - - - - 14
Gaetano Cacciatore LLC 7 - - - - - - - 7
FGC Spa - - - - - - - - -
ICAL Spa -
-
-
-
-
-
(1,715) -
(1,715)
Total related parties
150
-
33,781
19,522
1
(1)
(103,890)
(403)
(50,840)
Total financial statements
161
28
33,784
20,960
433
(2,664)
(104,202)
(9,562)
% of item 93.17% 0.00% 99.99% 93.14% 0.23% 0.04% 99.70% 4.21%
Company Financial Statements 2025 Cementir Holding NV | 420
Year 2024
Trade
receivables
Non-
current
financial
assets
Current
financial
assets
Other
current
assets
Liquid
assets
Trade
payables
Current and
non-current
financial
Other
current
liabilities
Balance
(EUR'000)
Cimentas AS
-
-
-
-
-
-
-
(6,953)
(6,953)
Alfacem Srl
-
-
-
802
-
-
(102,074)
-
(101,272)
Basi 15 Srl
-
-
1,050
-
-
-
-
(313)
737
Svim 15 Srl
-
-
1,255
-
-
-
-
(75)
1,180
Aalborg Portland A/S
148
-
-
-
-
-
-
-
148
Lehigh White Cement Company
LLC
14
-
-
-
-
-
-
-
14
Aalborg Cement Company Inc.
-
-
11,255
-
-
-
-
-
11,255
White Cement Company LLC
-
-
23,348
-
-
-
-
-
23,348
Aalborg Portland Digital Srl
17
334
369
802
-
-
-
-
1,522
Spartan Hive Spa
-
109
121
13,023
-
-
(58)
-
13,195
Caltagirone Spa 130 -
-
-
-
(225)
-
-
(95)
Piemme Spa
-
404
446
-
-
-
-
-
850
Compagnie des Ciments Belges
SA
6 -
-
-
-
-
-
-
6
Aalborg Portland (Anqing) Co Ltd
11
-
-
-
-
-
-
-
11
Unicon AS
22
-
-
-
-
-
-
-
22
Unicon A/S
117
-
-
-
-
-
-
-
117
Kudsk & Dahl A/S
1
-
-
-
-
-
-
-
1
Aalborg Portland Island EHF
1
-
-
-
-
-
-
-
1
Aalborg Portland Polska Spzoo
1
-
-
-
-
-
-
-
1
Aalborg Portland (Australia) Pty
Ltd.
1 - - -
-
- - - 1
Aalborg Portland France SAS
3
-
-
-
-
-
-
-
3
AB Sydsten
3
-
-
-
-
-
-
-
3
Gaetano Cacciatore LLC
14
-
-
-
-
-
-
-
14
FGC Spa
-
-
-
-
-
-
(7)
-
(7)
ICAL Spa
-
-
-
-
-
-
(3,357)
-
(3,357)
Total related parties
489
847
37,844
14,627
-
(225)
(105,496)
(7,341)
(59,255)
Total financial statements
501
872
39,853
15,450
538
(1,929)
(105,714)
(15,318)
% of item
97.60%
97.13%
94.96%
94.67%
0.00%
11.66%
99.79%
47.92%
Trade receivables mainly refer to the invoicing for royalties towards Group companies.
Financial assets refer to the interest-bearing loans to White Cement Company LLC (EUR 22,043 thousand),
Aalborg Cement Company Inc. (EUR 9,787 thousand) and Svim 15 Srl (EUR 1,255 thousand). In addition, the
item includes financial receivables arising from the sublease of part of the building at 200 Corso Francia with
effect from 1 September 2019 and also relating to the renewal of the sublease contracts starting from January
2025, accounted for in accordance with IFRS 16, from Aalborg Portland Digital Srl, Piemme Spa and Spartan
Hive Spa.
Current and non-current financial liabilities include cash pooling balances, bearing interest, with Alfacem Srl
(EUR 102,175 thousand).
Other current liabilities and other current assets mainly related to the effects of Cementir Holding NV and the
companies Alfacem Srl, Spartan Hive Spa, Aalborg Portland Digital Srl, Basi15 Srl and Svim15 Srl joining the
national tax consolidation scheme.
Company Financial Statements 2025 Cementir Holding NV | 421
Revenue and costs
Year 2025
Operating
revenue and other
income
Financial
income
Operating
costs
Financial
expense
Balance
(EUR'000)
Caltagirone Spa
-
-
(450)
-
(450)
Cimentas AS
2,955
-
-
-
2,955
Alfacem Srl
8
-
-
(4,437)
(4,429)
Basi 15 Srl
16
1
-
(1,200)
(1,183)
Svim 15 Srl
11
41
-
-
52
Cementir Espana SL -
67,200
-
67,200
Aalborg Portland Holding A/S -
-
-
-
-
Aalborg Portland A/S
719
-
-
-
719
Aalborg Cement Company Inc. -
599
-
-
599
White Cement Company LLC -
1,348
-
-
1,348
ACEA Spa -
-
(6)
-
(6)
Sinai White Portland Cement Co SAE -
-
-
-
-
Aalborg Portland Digital Srl
450
25
(220)
-
255
Vianini Lavori Spa -
-
-
-
-
Piemme Spa
105
22
-
-
127
Spartan Hive Spa
106
8
(96)
-
18
Compagnie des Ciments Belges SA
2,574
-
-
-
2,574
Compagnie des Ciments Belges France SA -
-
-
-
-
Aalborg Portland Malaysia Sdn. BHD.
331
-
-
-
331
Kudsk & Dahl A/S
15
-
-
-
15
Vianini Pipe Inc.
93
-
-
-
93
Gaetano Cacciatore LLC
18
-
-
-
18
Unicon AS
552
-
-
-
552
Unicon A/S
429
-
-
-
429
Aalborg Portland (Anqing) Co Ltd
394
-
-
-
394
FGC Spa -
-
-
-
-
ICAL Spa -
-
-
(118)
(118)
Total related parties
8,776
69,244
(772)
(5,755)
71,493
Total financial statements
8,776
69,492
(14,929)
(10,234)
% of item 100.00% 99.64% 5.17% 56.23%
Company Financial Statements 2025 Cementir Holding NV | 422
Year 2024
Operating
revenue and other
income
Financial
income
Operating
costs
Financial
expense
Balance
(EUR'000)
Caltagirone Spa
-
-
(450)
-
(450)
Cimentas AS 2,910
589
(6,953)
-
(3,454)
Alfacem Srl
8
- -
(5,748) (5,740)
Basi 15 Srl
16
48 -
-
64
Svim 15 Srl
11
60 -
-
71
Cementir Espana SL - 67,250 - - 67,250
Aalborg Portland Holding A/S -
- -
-
-
Aalborg Portland A/S 708 -
-
(10) 698
Aalborg Cement Company Inc. - 753 - - 753
White Cement Company LLC - 1,696 - - 1,696
Quercia Ltd - - - - -
Sinai White Portland Cement Co. SAE -
-
-
-
-
Aalborg Portland Digital Srl
406
10 (207)
-
209
Vianini Lavori Spa -
-
-
-
-
Piemme Spa 81 14 -
-
95
Spartan Hive Spa
91
3 (96) -
(2)
Compagnie des Ciments Belges SA 2,735 - -
(10) 2,725
Compagnie des Ciments Belges France SA -
- -
-
-
Aalborg Portland Malaysia Sdn. BHD. 324 -
-
-
324
Kudsk & Dahl A/S 11 - - - 11
Vianini Pipe Inc. 101 - - - 101
Gaetano Cacciatore LLC 25 - - - 25
Unicon AS 529 - - - 529
Unicon A/S 426 - - - 426
Aalborg Portland Anqing Co Ltd 383 - - - 383
FGC Spa - - - (7) (7)
ICAL Spa -
-
-
(46)
(46)
Total related parties 8,765 70,423 (7,706)
(5,821) 65,661
Total financial statements 8,766 73,130 (22,654) (9,564)
% of item 99.99% 96.30% 34.02% 60.86%
Revenues to subsidiaries Cimentas AS, Aalborg Portland A/S, Compagnie des Ciments Belges SA, Aalborg
Portland Malaysia Sdn. BHD, Kudsk & Dahl A/S, Vianini Pipe Inc., Gaetano Cacciatore LLC, Unicon AS,
Unicon A/S and Aalborg Portland (Anqing) Cp Ltd relate to fees inherent to the Trademark License Agreement,
while for the subsidiaries Spartan Hive Spa, Alfacem Srl, Basi 15 Srl, Svim 15 Srl and Aalborg Portland Digital
Srl, revenues refer only to fees relating to centralised activities as regulated by Cementir Group Intercompany
Service Agreement.
Financial income from Cementir Espana SL and Cimentas AS includes dividends (EUR 67,200 thousand);
Financial income from Aalborg Cement Company Inc. and White Cement Company LLC relates to interest
accrued on loans granted.
Company Financial Statements 2025 Cementir Holding NV | 423
Operating costs from Spartan Hive Spa (EUR 96 thousand) relate to purchasing services, while operating
costs from Aalborg Portland Digital Srl (EUR 220 thousand) and Caltagirone Spa (EUR 450 thousand) relate
to consulting services.
The Financial expense to Alfacem Srl concern interest on cash pooling to Alfacem for EUR 4,437 thousand
and to Basi 15 Srl refer to the write-down of the shareholding in the same.
32) Independent auditors’ fees
Fees paid in 2025 to the independent auditors excluding expenses and VAT, totalled approximately EUR 764
thousand, including EUR 419 thousand for audit services and EUR 346 thousand for other services (EUR 675
thousand in 2024 of which EUR 331 thousand for audit services and EUR 344 thousand for other services).
33) Director’s remuneration
Compensation paid in financial year 2025 totalled EUR 7,430 thousand (EUR 7,806 thousand in 2024) as
shown below:
(EUR'000)
2025
2024
Fixed Remuneration 1,953
1,957
Compensation for participation in committees 146
149
Variable Compensation 5,054
5,422
Non monetary benefits 17
18
Other fees
260
260
Total
7,430
7,806
The variable remuneration of directors and the share of variable remuneration for key executives, indicated in
the table below, mainly refer to short-term benefits, which as of 31 December 2025 are not paid.
Company Financial Statements 2025 Cementir Holding NV | 424
The table below shows the compensation paid in Financial Year 2025
YEAR 2025
(EUR’000) Fixed Remuneration
Variable
compensation
(non-equity)
Non
monetary
benefits
Other
remuneration*
Total
Percentage of fixed and
variable remuneration
Director's name, position
Attendance
fee
Board of
Direc to rs
Remuneration
approved by the
Shareholders'
Meeting or the
Board of
Dire cto rs
Compensation
fro m
employment
Compensation
fo r
participation
in c om m ittee s
Committee
Attendance
Fee
Bonuses and
other
incentives
BOARD OF DIRECTORS
Francesco Caltagirone, Chairman of the Board
of Directors and CEO***
5 1,805 80
5,054 17 6,961
73% variable remuneration
27% Fixed Remuneration
Alessandro Caltagirone, Non-Executive
Director and Vice-Chairman
2 5
7
100% fixed
remuneration
Azzurra Caltagirone, Non-Executive Director
and Vice-Chairman
4 5
9
100% fixed
remuneration
Saverio Caltagirone, Non-Executive Director 5 5
10
100% fixed
remuneration
Fabio Corsico, Non-Executive Director* 2 5
260 267
100% fixed
remuneration
Annalisa Pescatori, Independent Non-Executive
Director, Chair of the Remuneration and
Nomination Committee, member of the Audit
Committee and the Sustainability Committee
5 5 50 2
62
100% fixed
remuneration
Benedetta Navarra, Independent Non-Executive
Director, Chair of the Audit Committee, member
of the Remuneration and Nomination Committee
and the Sustainability Committee
5 5 50 2
62
100% fixed
remuneration
Adriana Lamberto Floristan, Senior Non-
Executive Independent Director, member of the
Audit Committee, member of the Remuneration
and Nomination Committee and the Sustainability
Committee
5 5 40 2
52
100% fixed
remuneration
KEY MANAGEMENT
Key Executives:** 4,416
2,234 477
7,126
31% variable remuneration
69% fixed remuneration
TOTAL: 33 1,840 4,496 140 6
7,288 493 260 14,556
* Consultancy contract
** Including Group COO, Group CFO, Heads of Region and Business Unit Managing Directors
*** Also holds the position of Chairman of the Sustainability Committee for which he receives no remuneration
Company Financial Statements 2025 Cementir Holding NV | 425
The table below shows the compensation paid in Financial Year 2024:
YEAR 2024
(EUR ’000) Fixed Remuneration
Variable
compensation
(non-equity)
Non
monetary
benefits
Other
remuneration*
Total
Percentage of fixed and
variable remuneration
Director's name, position
Attendance
fee
Board of
Direc to rs
Remuneration
approved by the
Shareholders'
Meeting or the
Board of
Dire cto rs
Compensation
fro m
employment
Compensation
fo r
participation
in c om m ittee s
Committee
Attendance
Fee
Bonuses and
other
incentives
BOARD OF DIRECTORS
Francesco Caltagirone, Chairman of the Board
of Directors and CEO***
4 1,805 80
5,422 18 7,329
74% variable remuneration
26% Fixed Remuneration
Alessandro Caltagirone, Non-Executive
Director and Vice-Chairman
4 5
9 100% fixed remuneration
Azzurra Caltagirone, Non-Executive Director
and Vice-Chairman
5 5
10 100% fixed remuneration
Saverio Caltagirone, Non-Executive Director 5 5
10 100% fixed remuneration
Fabio Corsico, Non-Executive Director* 4 5
260 269 100% fixed remuneration
Annalisa Pescatori, Independent Non-Executive
Director, Chair of the Remuneration and
Nomination Committee, member of the Audit
Committee and the Sustainability Committee
5 5 50 3
63 100% fixed remuneration
Benedetta Navarra, Independent Non-Executive
Director, Chair of the Audit Committee, member
of the Remuneration and Nomination Committee
and the Sustainability Committee
5 5 50 3
63 100% fixed remuneration
Adriana Lamberto Floristan, Senior Non-
Executive Independent Director, member of the
Audit Committee, member of the Remuneration
and Nomination Committee and the Sustainability
Committee
5 5 40 3
53 100% fixed remuneration
KEY MANAGEMENT
Key Executives:** 4,358
1,948 488
6,795
29% variable remuneration
71% fixed remuneration
TOTAL: 37 1,840 4,439 140 9
7,370 506 260 14,601
* Consultancy contract
** Including Group COO, Group CFO, Heads of Region and Business Unit Managing Directors
*** Also holds the position of Chairman of the Sustainability Committee for which he receives no remuneration
Company Financial Statements 2025 Cementir Holding NV | 426
34) Off balance sheet liabilities
Regarding pledge as collateral for banks loans refer to note 15.
PROPOSED
ALLOCATION OF THE LOSS FOR THE YEAR 2025 OF CEMENTIR HOLDING NV
The Board of Directors proposes that the General Meeting:
● approve the company financial statements as at and for the year ended 31 December 2025 – including
the statement of financial position, an income statement, a statement of comprehensive income, a
statement of changes in equity, a statement of cash flows and these notes – showing a profit of
EUR 45,425,799;
● to allocate to the Shareholders, by way of dividend, an amount equal to EUR 46,656,000 net of treasury
shares, in the amount of EUR 0.30 for each ordinary share, gross of any withholding taxes under Italian
Law, using the profit for the year for EUR 45,425,799 and for the remaining portion, using the Share
Premium Reserve for EUR 1,230,201.
Rome, 11 March 2026
Chairman of the Board of Directors
/f/ Francesco Caltagirone Jr.
/f/ Alessandro Caltagirone
/f/ Azzurra Caltagirone
/f/ Saverio Caltagirone
/f/ Fabio Corsico
/f/ Adriana Lamberto Floristan
/f/ Annalisa Pescatori
/f/ Benedetta Navarra
Company Financial Statements 2025 Cementir Holding NV | 427
OTHER INFORMATION
Statutory provisions on the allocation of profits
With regard to the allocation of profits, Article 10 of the Articles of Association provides as follows:
The Articles of Association provide that the annual profit earned may be allocated in whole or in part to
reserves. The residual profit is at the free disposal of the Shareholders’ Meeting.
Secondary offices and countries where secondary offices are located
The company Cementir Holding N.V. has its registered office in Amsterdam, Netherlands, and a secondary
office at Corso di Francia No. 200, 00191 Rome, Italy.
Independent auditor’s report
To: the general meeting of Cementir Holding N.V.
Report on the audit of the financial statements 2025
Our opinion
In our opinion, the financial statements of Cementir Holding N.V. (‘the Company’) give a true and fair
view of the financial position of the Company and the Group (the Company together with its subsidiaries)
as at 31 December 2025, and of its result and its cash flows for the year then ended in accordance with
IFRS Accounting Standards as adopted by the European Union (‘EU’) and with Part 9 of Book 2 of the
Dutch Civil Code.
What we have audited
We have audited the accompanying financial statements 2025 of Cementir Holding N.V., Amsterdam.
The financial statements comprise the consolidated financial statements of the Group and the company
financial statements.
The financial statements comprise:
• the consolidated and company statement of financial position as at 31 December 2025;
• the following statements for 2025: the consolidated and company income statement, the
consolidated and company statements of comprehensive income, changes in equity and cash flows;
and
• the notes to the financial statements, including material accounting policy information and other
explanatory information.
www.pwc.nl
PricewaterhouseCoopers Accountants N.V., Thomas R. Malthusstraat 5, 1066 JR Amsterdam,
P.O. Box 90357, 1006 BJ Amsterdam, the Netherlands, T: +31 (0) 88 792 00 20, www.pwc.nl
‘PwC’ is the brand under which PricewaterhouseCoopers Accountants N.V. (Chamber of Commerce 34180285), PricewaterhouseCoopers Belastingadviseurs N.V.
(Chamber of Commerce 34180284), PricewaterhouseCoopers Advisory N.V. (Chamber of Commerce 34180287), PricewaterhouseCoopers Compliance Services
B.V. (Chamber of Commerce 51414406), PricewaterhouseCoopers Pensions, Actuarial & Insurance Services B.V. (Chamber of Commerce 54226368),
PricewaterhouseCoopers B.V. (Chamber of Commerce 34180289) and other companies operate and provide services. These services are governed by General
Terms and Conditions (‘algemene voorwaarden’), which include provisions regarding our liability. Purchases by these companies are governed by General Terms
and Conditions of Purchase (‘algemene inkoopvoorwaarden’). At www.pwc.nl more detailed information on these companies is available, including these General
Terms and Conditions and the General Terms and Conditions of Purchase, which have also been filed at the Amsterdam Chamber of Commerce.
Page 2 of 18
Independent auditor’s report, Cementir Holding N.V., 12 March 2026
The financial reporting framework applied in the preparation of the financial statements is IFRS
Accounting Standards as adopted by the EU and the relevant provisions of Part 9 of Book 2 of the Dutch
Civil Code.
The basis for our opinion
We conducted our audit in accordance with Dutch law, including the Dutch Standards on Auditing. We
have further described our responsibilities under those standards in the section ‘Our responsibilities for
the audit of the financial statements’ of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our opinion.
Independence
We are independent of Cementir Holding N.V. in accordance with the European Union Regulation on
specific requirements regarding statutory audit of public-interest entities, the ‘Wet toezicht
accountantsorganisaties’ (Wta, Audit firms supervision act), the ‘Verordening inzake de
onafhankelijkheid van accountants bij assuranceopdrachten’ (ViO, Code of Ethics for Professional
Accountants, a regulation with respect to independence) and other relevant independence regulations in
the Netherlands. Furthermore, we have complied with the ‘Verordening gedrags- en beroepsregels
accountants’ (VGBA, Dutch Code of Ethics).
Our audit approach
We designed our audit procedures with respect to the key audit matters, fraud and going concern, and
the matters resulting from that, in the context of our audit of the financial statements as a whole and in
forming our opinion thereon. Therefore, we do not provide separate opinions or conclusions on
information in support of our opinion, such as our findings and observations related to individual key
audit matters and the audit approach to address fraud risk and going concern.
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Independent auditor’s report, Cementir Holding N.V., 12 March 2026
Overview and context
Cementir Holding N.V. is a multinational company offering innovative building solutions in 70 countries
worldwide, is the global leader in white cement and has a diversified business portfolio of cement,
aggregates, concrete and value-added products. The Group is comprised of several components and
therefore we considered our group audit scope and approach as set out in the section ‘The scope of our
group audit’.
As part of designing our audit, we determined materiality and assessed the risks of material
misstatement in the financial statements. In particular, we considered where the board of directors made
important judgements, for example, in respect of significant accounting estimates that involved making
assumptions and considering future events that are inherently uncertain. In these considerations, we
paid attention to, amongst others, the assumptions underlying the physical and transition risk related to
climate change.
In the notes to the financial statements, the Company describes the areas of judgement in applying
accounting policies and the key sources of estimation uncertainty. Given the significant estimation
uncertainty and assumptions about discount rates, profitability as well as growth rates and the related
higher inherent risks of material misstatement in the recoverability of goodwill, we considered this
matter as key audit matter as set out in the section ‘Key audit matters’ of this report.
Other areas of focus, that were not considered as key audit matters, were hyperinflation in Türkiye,
climate change and environmental requirements and valuation of investment property in Türkiye.
There is increasing attention for climate change and environmental requirements and the impact on
companies and their operations, as well as the impact of companies on their environment. The Company
assessed the possible effects of climate change and its plans to meet the emissionZERO® commitments
on its financial position.
In the ‘Climate change’ section in the directors’ report and in the consolidated financial statements, the
board of directors reflected on climate-related risk and opportunities. It is management’s assessment
that the future estimates and judgements underlying the carrying amounts of assets or liabilities will be
influenced by the entity’s response to climate-related risks.
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Independent auditor’s report, Cementir Holding N.V., 12 March 2026
We discussed management’s assessment and governance thereof and evaluated the potential impact on
the financial position including underlying assumptions and estimates. The board of directors concluded
that the climate change has no significant impact on the recoverability of the carrying amounts of the
assets as at 31 December 2025. Please also refer to the key audit matter ‘Recoverability of goodwill’.
We ensured that the audit teams at both group and component level included the appropriate skills and
competences which are needed for this audit. We therefore included experts and/or specialists in the
areas of amongst others, valuations, IT and corporate income taxes in our team.
The outline of our audit approach was as follows:
Overall materiality: €14,500,000 for the consolidated financial statements and
€3,500,000 for the company financial statements.
• We conducted audit work on 21 components in 11 locations organised in four
sub-group components: Italy, Denmark, Türkiye, and Belgium.
• We performed physical site visits in three countries and conducted several virtual
meetings during the audit – which involved all of the sub-group components in
scope.
• Audit coverage: 90% of consolidated revenue, 95% of consolidated total assets
and 87% of consolidated profit before tax.
• Recoverability of goodwill.
Materiality
The scope of our audit was influenced by the application of materiality, which is further explained in the
section ‘Our responsibilities for the audit of the financial statements’.
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Independent auditor’s report, Cementir Holding N.V., 12 March 2026
Based on our professional judgement we determined certain quantitative thresholds for materiality,
including the overall materiality for the financial statements as a whole as set out in the table below.
These, together with qualitative considerations, helped us to determine the nature, timing and extent of
our audit procedures on the individual financial statement line items and disclosures and to evaluate the
effect of identified misstatements, both individually and in aggregate, on the financial statements as a
whole and on our opinion.
Overall group materiality
Overall materiality: €14,500,000 (2024: €15,000,000) for the consolidated
financial statements and €3,500,000 (2024: €3,500,000) for the company
financial statements.
Basis for determining materiality We used our professional judgement to determine overall materiality. As a
basis for our judgement, we used 0.9% of total revenues. For the company
financial statements, we used 0.9% of total assets.
Rationale for benchmark applied We used total revenues as the primary benchmark, a generally accepted
auditing practice, based on our analysis of the common information needs of
the users of the financial statements. On this basis, we believe that total
revenues are an important metric for the financial performance of the Group.
Additionally, revenues are less volatile than other benchmarks.
We consider total assets as the most appropriate benchmark for the company
financial statements given the primary nature of the parent company’s activities,
as holding of investments.
Component materiality Based on our judgement, we allocate materiality to each component in our
audit scope that is less than our overall group materiality. The range of
materiality allocated across components was between €3,500,000 and
€14,000,000.
We also take misstatements and/or possible misstatements into account that, in our judgement, are
material for qualitative reasons.
We agreed with the audit committee of Cementir Holding N.V. that we would report to them any
misstatement identified during our audit above €725,000 (2024: €750,000) for the consolidated
financial statements and €350,000 (2024: €350,000) for the company financial statements as well as
misstatements below that amount that, in our view, warranted reporting for qualitative reasons.
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Independent auditor’s report, Cementir Holding N.V., 12 March 2026
The scope of our group audit
Cementir Holding N.V. is the parent company of a group of entities. The financial information of this
group is included in the consolidated financial statements of Cementir Holding N.V.
We are responsible for the identification and assessment of the risks of material misstatement of the
financial statements of the group, including those with respect to the consolidation process. Based on our
risk assessment, we tailored the scope of our audit to ensure that we, in aggregate, performed sufficient
work on the financial statements to enable us to provide an opinion on the financial statements as a
whole, taking into account the management structure of the Group, the nature of operations of its
components, the accounting processes and controls, and the markets in which the components of the
Group operate.
In setting the scope of our group audit we determined what audit work needed to be performed at group
level or component level and whether involvement of component auditors was necessary. Our audit
primarily focused on the significant components of the Group, due to size and risk: (i) Cementir Holding
N.V., (ii) Aalborg Portland sub-group (Denmark), (iii) Çimentaş sub-group (Türkiye), (iv) Compagnie des
Ciments Belges CCB sub-group (Belgium).
In total, in performing these procedures, we achieved the following coverage on the financial line items:
Revenue
90%
Total assets 95%
Profit before tax
87%
None of the remaining components represented more than 3% of total group revenue or total group
assets. For those remaining components we performed, among other things, analytical procedures to
corroborate our assessment that there were no significant risks of material misstatements within those
components.
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Independent auditor’s report, Cementir Holding N.V., 12 March 2026
Where component auditors performed the work, we determined the nature, timing and extent of
direction and supervision of the component auditors and review of their work to be able to conclude
whether we had obtained sufficient and appropriate audit evidence as a basis for our opinion on the
consolidated financial statements as a whole.
We issued instructions to the component audit teams in our audit scope. These instructions included,
amongst others, our risk analysis, materiality, and the scope of the work. We explained to the component
audit teams the structure of the Group, the main developments that were relevant for the component
auditors, the risks identified, the materiality levels to be applied and our global audit approach. We had
individual video or physical meetings with each of the in-scope sub-group component audit teams both
during the year and upon conclusion of their work. During these calls, we discussed the significant
accounting and audit issues identified by the component auditors, their reports, the findings of their
procedures and other matters, that could be of relevance to the consolidated financial statements. The
group engagement team visits the component teams and local management on a rotational basis. In the
current year, the group audit team visited the Aalborg Portland sub-group (Denmark), the Çimentaş sub-
group (Türkiye), and the Compagnie des Ciments Belges CCB sub-group (Belgium) components given the
importance of these components for the overall group. We also held conference calls and video
conference meetings with the teams and local management of all the sub-group components of Denmark
and Belgium. For each of the sub-group components we reviewed selected working papers of the
respective component auditors. During the meetings with local management, we discussed strategy and
finance performance of the local businesses, among other things. The group engagement team performed
the audit work on the group consolidation, financial statements and disclosures.
By performing the procedures outlined above at the components, combined with additional procedures
exercised at group level, we have been able to obtain sufficient and appropriate audit evidence on the
Group’s financial information, to provide a basis for our opinion on the financial statements.
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Independent auditor’s report, Cementir Holding N.V., 12 March 2026
Audit approach fraud risks
We identified and assessed the risks of material misstatements in the financial statements due to fraud.
During our audit we obtained an understanding of Cementir Holding N.V. and its environment and the
components of the internal control system. This included the board of directors’ risk assessment process,
the board of directors’ process for responding to the risks of fraud and monitoring the internal control
system and how the board of directors of Cementir Holding N.V. exercised oversight, as well as the
outcomes. We refer to section ‘Internal control system for fraud risk management’ of the directors’ report
where the board of directors reflects on its response to fraud risk.
We evaluated the design and implementation of relevant aspects of the internal control system with
respect to the risks of material misstatements due to fraud and in particular the fraud risk assessment, as
well as the code of conduct, whistleblower procedures, incident registration and investigation protocols,
among other things. We evaluated the design and the implementation and, where considered
appropriate, tested the operating effectiveness of internal controls designed to mitigate fraud risks.
We asked members of the board of directors as well as the internal audit department, legal affairs,
compliance department, chief financial officer, human resources, procurement department and regional
directors whether they are aware of any actual or suspected fraud, including incidents noted within the
Group through the whistleblower process or otherwise. This did not result in signals of actual or
suspected fraud that may lead to a material misstatement.
As part of our process of identifying fraud risks, we evaluated fraud risk factors with respect to financial
reporting fraud, misappropriation of assets and bribery and corruption. We evaluated whether these
factors indicate that a risk of material misstatement due to fraud is present.
We identified the following fraud risks and performed the following specific procedures:
Page 9 of 18
Independent auditor’s report, Cementir Holding N.V., 12 March 2026
Identified fraud risks Our audit work and observations
The risk of management override of
controls
Management is in a unique position to
perpetrate fraud because of
management’s ability to manipulate
accounting records and prepare
fraudulent financial statements by
overriding controls that otherwise appear
to be operating effectively.
That is why, in all our audits, we pay
attention to the risk of management
override of controls in:
• The appropriateness of journal
entries and other adjustments
made in the preparation of the
financial statements;
• Significant estimates;
• Significant transactions, if any,
outside the normal course of
business for the entity.
We pay particular attention to tendencies
due to possible bias of management.
We evaluated the design and implementation of the internal control measures
and assessed the effectiveness of the measures in the processes of generating
and processing journal entries and making estimates. We also paid specific
attention to the access safeguards in the IT system and the possibility that
these lead to violations of the segregation of duties.
We performed data analysis on high-risk journal entries as part of which we
also paid attention to significant transactions outside the normal course of
business.
Where we identified instances of unexpected journal entries through our data
analytics, we performed additional audit procedures to address each identified
risk. These procedures included reconciliation with and inspection of
transactions to source information.
We paid specific attention to consolidation and elimination entries which
included reconciliation with and inspection of underlying information.
We evaluated key estimates and judgements for bias by management,
including retrospective reviews of prior year’s estimates. In this context we paid
specific attention to the recoverability of the goodwill. We refer to the section
‘Key audit matters’ for detailed procedures.
We performed the review of minutes of the meetings of corporate bodies.
Our audit procedures did not lead to specific indications of fraud or suspicions
of fraud with respect to management override of internal controls.
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Independent auditor’s report, Cementir Holding N.V., 12 March 2026
Identified fraud risks Our audit work and observations
The risk of fraudulent financial
reporting due to overstating revenue
The risk of fraud in revenue recognition
is a presumed significant risk in all our
audits. Revenue is an important
measure for the company due to growth
targets. These specific targets could lead
to pressure on management in terms of
overstating revenue.
Therefore, we concluded that the risk of
fraud in revenue recognition relates to
the assertion existence/ occurrence.
We assessed the design and implementation of the internal controls and their
effectiveness in the processes of recording revenues.
We performed substantive procedures such as reconciliation with and
inspection of revenue to underlying documentation. We performed specific tests
in order to search for unusual/unexpected transactions.
Finally, we selected journal entries based on specific risk criteria and performed
substantive audit procedures for these entries.
Our audit procedures did not lead to specific indications of fraud or suspicions
of fraud with respect to the existence/occurrence of the revenue reporting.
We incorporated an element of unpredictability in our audit. During the audit, we remained alert to
indications of fraud. Furthermore, we considered the outcome of our other audit procedures and
evaluated whether any findings were indicative of fraud. Whenever we identify any indications of fraud,
we re-evaluate our fraud risk assessment and its impact on our audit procedures.
Audit approach going concern
We concluded that the board of directors’ use of the going concern basis of accounting is appropriate, and
based on the audit evidence obtained, that no material uncertainty exists related to events or conditions
that may cast significant doubt on the Company’s ability to continue as a going concern.
The board of directors prepared the financial statements on the assumption that the entity is a going
concern and that it will continue all its operations for at least twelve months from the date of preparation
of the financial statements.
Our procedures to evaluate the board of directors’ going-concern assessment included, amongst others:
• considering whether the board of directors identified events or conditions that may cast significant
doubt on the entity’s ability to continue as a going concern (hereafter: going-concern risks);
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Independent auditor’s report, Cementir Holding N.V., 12 March 2026
• considering whether the board of director’s going concern assessment includes all relevant
information of which we are aware as a result of our audit, inquiry with management regarding
management’s most important assumptions underlying their going concern assessment and
considering whether management has identified any events or conditions that may cast a
significant doubt on the Company’s ability to continue as a going concern. These most important
considerations include analysing the financial position per balance sheet date compared to prior
year as well as the liquidity scenarios, financial stress tests and sensitivity analysis, including the
assessment of the debt/EBITDA ratio’s for the financing facilities of the company, to assess
whether events or circumstances exist that may lead to a going concern risk;
• evaluating the board of directors’ current budget including cash flows for at least 12 months from
the date of preparation of the financial statements taken into account current developments in the
industry and all relevant information of which we were aware as a result of our audit;
• analysing whether the current operating plan for 2026 to 2028 including cash flows in
comparison with last year, current developments in the industry and all relevant information of
which we are aware as a result of our audit;
• performing inquiries of the board of directors as to its knowledge of going-concern risks beyond the
period of the board of directors’ assessment.
Our procedures did not result in outcomes contrary to the board of directors’ assumptions and
judgments used in the application of the going-concern assumption.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in the
audit of the financial statements. We have communicated the key audit matters to the board of directors
and to the Audit Committee of Cementir Holding N.V. The key audit matters are not a comprehensive
reflection of all matters identified by our audit and that we discussed. In this section, we described the
key audit matters and included a summary of the audit procedures we performed on those matters.
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Independent auditor’s report, Cementir Holding N.V., 12 March 2026
Key audit matter Our audit work and observations
Recoverability of goodwill
Refer to note 2 of the consolidated financial statements:
intangible assets with an indefinite useful life (goodwill)
The carrying value of goodwill as at 31 December 2025 is
€434.6 million.
The Company conducts an annual goodwill impairment test
as at the year-end or when circumstances indicate that the
carrying value of goodwill may be impaired. Based on the
annual goodwill impairment test in the current year, no
impairment charge was recorded.
The annual evaluation of the recoverability of this intangible
asset is linked to the occurrence of the assumptions
underlying the group plans. This evaluation requires
management to make complex estimates, especially with
reference to the expected cash flows, the discount rate
applied, the determination of the CGU, and the
determination of the growth rate to be used to estimate the
terminal value of each group of cash-generating units
(groups of CGUs) to which goodwill has been allocated.
At 31 December 2025, the Company grouped the CGUs on
the basis of its operating segments, consistent with both the
corporate organisation and the way management monitors
performance.
Management assessed the potential impact of
climate‑related risks on future expected cash flows and
capital expenditure to invest in the reduction of the CO2
emission. This is not expected to have a material impact on
the impairment assessment.
In the context of the annual goodwill impairment test, we
have performed procedures, with the support of our
valuation specialists. Our audit procedures included,
amongst others:
• We gained an understanding of, and assessed the
procedures adopted by management in order to
verify compliance with the requirements of ‘IAS 36 –
Impairment of Assets’ adopted by the European
Union.
• We verified the reasonableness of the directors’
assumptions used to estimate the expected cash
flows and we verified the mathematical accuracy of
the calculations prepared by management.
• In order to assess the directors’ forecast capacity, we
have performed retrospective review procedures.
• We also verified the consistency of the cash
generating units identified (groups of CGUs and
CGUs), to which goodwill was allocated compared
with the previous year and their alignment with the
organisational, management and operating structure
of the Group. Additionally, we verified the
consistency between assets and liabilities
attributable to individual CGUs, including allocated
goodwill, and the cash flows used for determining the
related recoverable amount.
• We analysed the significant assumptions applied in
the determination of the discount rate (WACC) and
growth rate used for the impairment test and we
performed an independent recalculation using the
parameters applicable to the Group.
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Independent auditor’s report, Cementir Holding N.V., 12 March 2026
Key audit matter
We identified the evaluation of the recoverable amount of
goodwill as a key audit matter due to significant estimates
and assumptions about discount rates, profitability as well
as growth rates.
Our audit work and observations
• We examined the sensitivity analyses performed by
management in respect of the impact from possible
changes in estimated cash flows, the long-term
growth rates and discount rates used, on the
recoverability of goodwill.
• We assessed any indications of management bias in
determining the significant assumptions.
Finally, we verified the adequacy and completeness of the
disclosures regarding assumptions and sensitivities in the
explanatory notes.
We identified no material exceptions.
Report on the other information included in the annual report
The annual report contains other information. This includes all information in the annual report in
addition to the financial statements and our auditor’s report thereon.
Based on the procedures performed as set out below, we conclude that the other information:
• is consistent with the financial statements and does not contain material misstatements; and
• contains all the information regarding the directors’ report, excluding the sustainability statement,
and the other information that is required by Part 9 of Book 2 and regarding the remuneration
report required by the sections 2:135b and 2:145 subsection 2 of the Dutch Civil Code.
We have read the other information. Based on our knowledge and the understanding obtained in our
audit of the financial statements or otherwise, we have considered whether the other information
contains material misstatements.
By performing our procedures, we comply with the requirements of Part 9 of Book 2 and section 2:135b
subsection 7 of the Dutch Civil Code and the Dutch Standard 720. The scope of such procedures was
substantially less than the scope of those procedures performed in our audit of the financial statements.
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Independent auditor’s report, Cementir Holding N.V., 12 March 2026
The board of directors is responsible for the preparation of the other information, including the directors’
report and the other information in accordance with Part 9 of Book 2 of the Dutch Civil Code. The board
of directors of Cementir Holding N.V.is responsible for ensuring that the remuneration report is drawn
up and published in accordance with sections 2:135b and 2:145 subsection 2 of the Dutch Civil Code.
Report on other legal and regulatory requirements and ESEF
Our appointment
We were appointed as auditors of Cementir Holding N.V. This followed the passing of a resolution by the
shareholders at the annual general meeting held on 20 April 2020. Our appointment has been renewed
annually by shareholders and now represents a total period of uninterrupted engagement of five years.
European Single Electronic Format (ESEF)
Cementir Holding N.V. has prepared the annual report in ESEF. The requirements for this are set out in
the Delegated Regulation (EU) 2019/815 with regard to regulatory technical standards on the
specification of a single electronic reporting format (hereinafter: the RTS on ESEF).
In our opinion, the annual report prepared in XHTML format, including the marked-up consolidated
financial statements, as included in the reporting package by Cementir Holding N.V., complies in all
material respects with the RTS on ESEF.
The board of directors is responsible for preparing the annual report, including the financial statements
in accordance with the RTS on ESEF, whereby the board of directors combines the various components
into a single reporting package.
Our responsibility is to obtain reasonable assurance for our opinion whether the annual report in this
reporting package complies with the RTS on ESEF.
We performed our examination in accordance with Dutch law, including Dutch Standard 3950N
‘Assuranceopdrachten inzake het voldoen aan de criteria voor het opstellen van een digitaal
verantwoordingsdocument’ (assurance engagements relating to compliance with criteria for digital
reporting).
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Independent auditor’s report, Cementir Holding N.V., 12 March 2026
Our examination included amongst others:
• Obtaining an understanding of the entity’s financial reporting process, including the preparation of
the reporting package.
• Identifying and assessing the risks that the annual report does not comply in all material respects
with the RTS on ESEF and designing and performing further assurance procedures responsive to
those risks to provide a basis for our opinion, including:
- obtaining the reporting package and performing validations to determine whether the
reporting package containing the Inline XBRL instance document and the XBRL extension
taxonomy files have been prepared in accordance with the technical specifications as included
in the RTS on ESEF;
- examining the information related to the consolidated financial statements in the reporting
package to determine whether all required mark-ups have been applied and whether these
are in accordance with the RTS on ESEF.
No prohibited non-audit services
To the best of our knowledge and belief, we have not provided prohibited non-audit services as referred
to in article 5(1) of the European Regulation on specific requirements regarding statutory audit of public-
interest entities.
Services rendered
The services, in addition to the audit, that we have provided to the Company or its controlled entities, for
the period to which our statutory audit relates, are disclosed in note 37 to the financial statements.
Responsibilities for the financial statements and the audit
Responsibilities of the board of directors for the financial statements
The board of directors is responsible for:
• the preparation and fair presentation of the financial statements in accordance with IFRS
Accounting Standards as adopted by the EU and Part 9 of Book 2 of the Dutch Civil Code; and for
Page 16 of 18
Independent auditor’s report, Cementir Holding N.V., 12 March 2026
• such internal control as the board of directors determines is necessary to enable the preparation of
the financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the board of directors is responsible for assessing the Company’s
ability to continue as a going concern. Based on the financial reporting frameworks mentioned, the board
of directors should prepare the financial statements using the going-concern basis of accounting unless
the board of directors either intend to liquidate the Company or to cease operations or have no realistic
alternative but to do so. The board of directors should disclose in the financial statements any event and
circumstances that may cast significant doubt on the Company’s ability to continue as a going concern.
The board of directors of Cementir Holding N.V. is responsible for overseeing the Company’s financial
reporting process.
Our responsibilities for the audit of the financial statements
Our responsibility is to plan and perform an audit engagement in a manner that allows us to obtain
sufficient and appropriate audit evidence to provide a basis for our opinion. Our objectives are to obtain
reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high but not absolute level of assurance and is not a guarantee that an audit
conducted in accordance with the Dutch Standards on Auditing will always detect a material
misstatement when it exists. Misstatements may arise due to fraud or error. They are considered material
if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions
of users taken on the basis of the financial statements.
Materiality affects the nature, timing and extent of our audit procedures and the evaluation of the effect
of identified misstatements on our opinion.
We have exercised professional judgement and have maintained professional scepticism throughout the
audit in accordance with Dutch Standards on Auditing, ethical requirements and independence
requirements. Our audit consisted, among other things of the following:
Page 17 of 18
Independent auditor’s report, Cementir Holding N.V., 12 March 2026
• Identifying and assessing the risks of material misstatement of the financial statements, whether
due to fraud or error, designing and performing audit procedures responsive to those risks, and
obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion. The
risk of not detecting a material misstatement resulting from fraud is higher than for one resulting
from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or
intentional override of internal control.
• Obtaining an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control.
• Evaluating the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the board of directors.
• Concluding on the appropriateness of the board of directors' use of the going-concern basis of
accounting, and based on the audit evidence obtained, concluding whether a material uncertainty
exists related to events and/or conditions that may cast significant doubt on the Company’s ability
to continue as a going concern. If we conclude that a material uncertainty exists, we are required to
draw attention in our auditor’s report to the related disclosures in the financial statements or, if
such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditor’s report and are made in the context of our opinion
on the financial statements as a whole. However, future events or conditions may cause the
Company to cease to continue as a going concern.
• Evaluating the overall presentation, structure and content of the financial statements, including the
disclosures, and evaluating whether the financial statements represent the underlying transactions
and events in a manner that achieves fair presentation.
We are responsible for planning and performing the group audit to obtain sufficient appropriate audit
evidence regarding the financial information of the entities or business units within the group as a basis
for forming an opinion on the financial statements. We are also responsible for the direction, supervision
and review of the audit work performed for purposes of the group audit. We remain solely responsible for
our audit opinion.
Page 18 of 18
Independent auditor’s report, Cementir Holding N.V., 12 March 2026
We communicate with the board of directors of Cementir Holding N.V. regarding, among other matters,
the planned scope and timing of the audit and significant audit findings, including any significant
deficiencies in internal control that we identify during our audit. In this respect, we also issue an
additional report to the audit committee in accordance with article 11 of the EU Regulation on specific
requirements regarding statutory audit of public-interest entities. The information included in this
additional report is consistent with our audit opinion in this auditor’s report.
We provide the board of directors of Cementir Holding N.V. with a statement that we have complied with
relevant ethical requirements regarding independence, and to communicate with them all relationships
and other matters that may reasonably be thought to bear on our independence, and where applicable,
related actions taken to eliminate threats or safeguards applied.
From the matters communicated with the board of directors of Cementir Holding N.V., we determine
those matters that were of most significance in the audit of the financial statements of the current period
and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or
regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we
determine that a matter should not be communicated in our report because the adverse consequences of
doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Amsterdam, 12 March 2026
PricewaterhouseCoopers Accountants N.V.
Original has been signed by:
A.G.J. Gerritsen RA
Limited assurance report of the independent auditor on
the sustainability statement
To: the general meeting of Cementir Holding N.V.
Our limited assurance conclusion
Based on the procedures we have performed and the assurance evidence we have obtained, nothing has
come to our attention that causes us to believe that the consolidated sustainability statement of Cementir
Holding N.V. (‘the Company’) for 2025 is not, in all material respects,
• prepared in accordance with the European Sustainability Reporting Standards (ESRS) as adopted
by the European Commission and in accordance with the process, carried out by the Company, to
identify the information to be reported pursuant to the ESRS; and
• compliant with the reporting requirements provided for in Article 8 of Regulation (EU) 2020/852
(‘the Taxonomy Regulation’).
The subject matter of our limited assurance procedures
We have conducted a limited assurance engagement on the consolidated sustainability statement of
Cementir Holding N.V., Amsterdam for 2025, included in section sustainability statement of the
directors' report, including the information incorporated in the sustainability statement by reference
(hereafter: the sustainability statement).
In the sustainability statement, references are made to external sources or websites. The information on
these external sources or websites is not subject to our limited assurance procedures for the sustainability
statement. We therefore do not provide assurance on this information.
www.pwc.nl
PricewaterhouseCoopers Accountants N.V., Thomas R. Malthusstraat 5, 1066 JR Amsterdam,
P.O. Box 90357, 1006 BJ Amsterdam, the Netherlands, T: +31 (0) 88 792 00 20, www.pwc.nl
‘PwC’ is the brand under which PricewaterhouseCoopers Accountants N.V. (Chamber of Commerce 34180285), PricewaterhouseCoopers Belastingadviseurs N.V.
(Chamber of Commerce 34180284), PricewaterhouseCoopers Advisory N.V. (Chamber of Commerce 34180287), PricewaterhouseCoopers Compliance Services
B.V. (Chamber of Commerce 51414406), PricewaterhouseCoopers Pensions, Actuarial & Insurance Services B.V. (Chamber of Commerce 54226368),
PricewaterhouseCoopers B.V. (Chamber of Commerce 34180289) and other companies operate and provide services. These services are governed by General
Terms and Conditions (‘algemene voorwaarden’), which include provisions regarding our liability. Purchases by these companies are governed by General Terms
and Conditions of Purchase (‘algemene inkoopvoorwaarden’). At www.pwc.nl more detailed information on these companies is available, including these General
Terms and Conditions and the General Terms and Conditions of Purchase, which have also been filed at the Amsterdam Chamber of Commerce.
Page 2 of 8
Assurance report, Cementir Holding N.V., 12 March 2026
The basis for our conclusion
We conducted our limited assurance engagement in accordance with Dutch law, including the Dutch
Standard 3810N ‘Assuranceopdrachten inzake duurzaamheidsverslaggeving’ (assurance engagements
relating to sustainability reporting), which is a specific Dutch Standard that is based on the International
Standard on Assurance Engagements (ISAE) 3000 (Revised) ‘Assurance engagements other than audits
or reviews of historical financial information’.
Our responsibilities under this standard are further described in the section ‘Our responsibilities for the
limited assurance engagement on the sustainability statement’ of our report. We believe that the
assurance evidence we have obtained is sufficient and appropriate to provide a basis for our conclusion.
Our independence and quality management
We are independent of Cementir Holding N.V. in accordance with the ‘Verordening inzake de
onafhankelijkheid van accountants bij assuranceopdrachten’ (ViO, Code of ethics for professional
accountants, a regulation with respect to independence) and other relevant independence regulations in
the Netherlands. Furthermore, we have complied with the ‘Verordening gedrags- en beroepsregels
accountants’ (VGBA, Dutch Code of ethics for professional accountants).
PwC applies the applicable quality management requirements pursuant to the ‘Nadere voorschriften
kwaliteitsmanagement’ (NVKM, regulations for quality management) and the International Standard on
Quality Management (ISQM) 1 and accordingly maintains a comprehensive system of quality
management including documented policies and procedures regarding compliance with ethical
requirements, professional standards and other relevant legal and regulatory requirements.
Page 3 of 8
Assurance report, Cementir Holding N.V., 12 March 2026
Emphasis of matter
Emphasis on significant measurement uncertainties
We draw attention to subsection ‘E1-6 Gross Scopes 1, 2, 3 and Total GHG emissions' of section 'E1
Climate Change’ in the sustainability statement that identifies the quantitative metrics for the scope 1, 2
and 3 emissions that are subject to a high level of measurement uncertainty and discloses information
about the sources of measurement uncertainty and the assumptions, approximations and judgements the
Company has made in measuring these in compliance with the ESRS.
Our conclusion is not modified in respect of this matter.
Inherent limitations in preparing the sustainability statement
In reporting forward-looking information in accordance with the ESRS, the board of directors of the
Company is required to prepare the forward-looking information based on disclosed assumptions about
events that may occur in the future and possible future actions by the Company. The actual outcome is
likely to be different since anticipated events frequently do not occur as expected. Forward-looking
information relates to events and actions that have not yet occurred and may never occur.
The comparability of sustainability information between entities and over time may be affected by the
lack of historical sustainability information in accordance with the ESRS and by the absence of a uniform
practice on which to draw, to evaluate and measure this information. This allows for the application of
different, but acceptable, measurement techniques, especially in the initial years.
The quantification of Greenhouse Gas emissions is subject to inherent limitations because of evolving
methods and knowledge underlying emissions factors and other assumptions, including for those
sourced from third parties.
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Assurance report, Cementir Holding N.V., 12 March 2026
Responsibilities for the sustainability statement and for the limited
assurance procedures thereon
Responsibilities of the board of directors and the sustainability committee for
the sustainability statement
The board of directors of Cementir Holding N.V. is responsible for the preparation of the sustainability
statement in accordance with ESRS, including the development and implementation of the double
materiality process, which is a process to identify the information reported in the sustainability
statement in accordance with the ESRS and for disclosing this process in the sustainability statement.
This responsibility includes:
• understanding the context in which Cementir Holding N.V.’s activities and business relationships
take place and developing an understanding of its affected stakeholders;
• the identification of the actual and potential impacts (both negative and positive) related to
sustainability matters, as well as risks and opportunities that affect, or could reasonably be
expected to affect, the Company’s financial position, financial performance, cash flows, access to
finance or cost of capital over the short-, medium-, or long-term;
• the assessment of the materiality of the identified impacts, risks and opportunities related to
sustainability matters by selecting and applying appropriate thresholds; and
• making assumptions and estimates that are reasonable in the circumstances.
The board of directors is also responsible for preparing the disclosures in compliance with the reporting
requirements provided in the Taxonomy Regulation.
Furthermore, the board of directors is responsible for such internal control as the board of directors
determines is necessary to enable the preparation of the sustainability statement that is free from
material misstatement, whether due to fraud or error.
The sustainability committee is responsible for overseeing the Company’s sustainability reporting
process including the double materiality process carried out by the Company.
Page 5 of 8
Assurance report, Cementir Holding N.V., 12 March 2026
Our responsibilities for the limited assurance engagement on the sustainability
statement
Our responsibility is to plan and perform the limited assurance engagement in a manner that allows us to
obtain sufficient appropriate assurance evidence to provide a basis for our conclusion.
Our objectives are to obtain a limited level of assurance, as appropriate, about whether the sustainability
statement is free from material misstatements, and to issue a limited assurance conclusion in our report.
Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence decisions of users taken on the basis of the
sustainability statement. The procedures vary in nature and timing from, and are less in extent than for, a
reasonable assurance engagement. The level of assurance obtained in a limited assurance engagement is
therefore substantially lower than the assurance obtained in a reasonable assurance engagement.
Our responsibilities in respect of the sustainability statement, in relation to the process to identify the
information to be reported in the sustainability statement (‘the process’) include:
• Obtaining an understanding of the process, but not for the purpose of providing a conclusion on the
effectiveness of the process, including the outcome of the process;
• Considering whether the information identified addresses the applicable disclosure requirements
of the ESRS; and
• Designing and performing procedures to evaluate whether the process is consistent with the
Company’s description of its process set out in the sustainability statement.
Our other responsibilities in respect of the limited assurance engagement on the sustainability statement
include:
• Performing risk assessment procedures, including obtaining an understanding of internal control
relevant to the engagement, to identify where material misstatements are likely to arise, whether
due to fraud or error; and
• Designing and performing procedures responsive to where material misstatements are likely to
arise in the sustainability statement. The risk of not detecting a material misstatement resulting
from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of internal control.
Page 6 of 8
Assurance report, Cementir Holding N.V., 12 March 2026
Summary of procedures performed
The nature, timing and extent of procedures selected depend on professional judgement, including the
identification of disclosures where material misstatements are likely to arise in the sustainability
statement, whether due to fraud or error.
We have exercised professional judgement and have maintained professional scepticism throughout the
assurance engagement, in accordance with the Dutch Standard 3810N, ethical requirements and
independence requirements. Our procedures included, amongst others, the following:
• Performing inquiries and an analysis of the external environment and obtaining an understanding
of relevant sustainability themes and issues, the characteristics of the Company, its activities and
the value chain and its key intangible resources to assess the process to identify the information to
be reported carried out by the Company as the basis for the sustainability statement and disclosure
of all material sustainability-related impacts, risks and opportunities in accordance with ESRS.
• Obtaining through inquiries a general understanding of the internal control environment, the
Company’s processes for gathering and reporting entity-related and value chain information, the
information systems and the Company’s risk assessment process relevant to the preparation of the
sustainability statement and for identifying the Company’s activities, determining eligible and
aligned activities and preparation of the disclosures provided for in the Taxonomy Regulation,
without testing the operating effectiveness of controls.
• Assessing the double materiality process carried out by the Company and identifying and assessing
areas of the sustainability statement, including the disclosures provided for in the Taxonomy
Regulation where misleading or unbalanced information or material misstatements, whether due
to fraud or error, are likely to arise. We designed and performed further assurance procedures
responsive to these areas.
• Considering whether the description of the process to identify the information to be reported in the
sustainability statement made by the board of directors appears consistent with the process carried
out by the Company.
Page 7 of 8
Assurance report, Cementir Holding N.V., 12 March 2026
• Evaluating the methods, assumptions and data for developing estimates and forward-looking
information. Assessing whether the Company’s methods for developing estimates are appropriate
and have been consistently applied for selected disclosures. Our procedures did not include testing
the data on which the estimates are based or separately developing our own estimates against
which to evaluate the Company’s estimates. We do not provide assurance on the achievability of
this forward-looking information.
• Analysing, on a limited sample basis, relevant internal and external documentation at the level of
the Company (including other entities or value chain from which the information may stem) for
selected disclosures.
• Determining the nature and extent of the procedures to be performed for the group components
and locations. For this, the nature, extent and/or risk profile of these components are decisive. Our
procedures were performed centrally.
• Reading the other information in the annual report to identify material inconsistencies, if any, with
the sustainability statement.
• Considering whether the disclosures provided to address the reporting requirements provided for
in the Taxonomy Regulation for each of the environmental objectives, reconcile with the underlying
records of the Company and are consistent or coherent with the sustainability statement, appear
reasonable, in particular whether anything came to our attention that would cause us to believe
that the eligible economic activities do not meet the cumulative conditions to qualify as aligned and
the technical criteria are not met, and the accompanying key performance indicators disclosures
have not been defined and calculated in accordance with the Taxonomy reference framework, and
do not comply with the reporting requirements provided for in the Taxonomy Regulation, including
the format in which the activities are presented.
• Reconciling the relevant financial information to the financial statements.
• Considering the overall presentation, structure and the balanced content of the sustainability
statement, including the reporting requirements provided for in the Taxonomy Regulation.
Page 8 of 8
Assurance report, Cementir Holding N.V., 12 March 2026
• Considering, based on our limited assurance procedures and evaluation of the assurance evidence
obtained, whether anything came to our attention that would cause us to believe that the
sustainability statement as a whole, including the sustainability matters and disclosures, is not
clearly and adequately disclosed in accordance with ESRS.
Calculations to determine information as included in the sustainability statement could be based on
assumptions and sources from third parties that include information about, among others, value chain
and information collected from actors in the value chain, when appropriate. We have not performed
procedures on the content of these assumptions and these external sources, other than evaluating the
suitability and plausibility of these assumptions and sources from third parties used.
We communicate with board of directors and sustainability committeeregarding, among other matters,
the planned scope and timing of the limited assurance engagement and significant findings that we
identify during our limited assurance engagement.
Amsterdam, 12 March 2026
PricewaterhouseCoopers Accountants N.V.
Original has been signed by:
A.G.J. Gerritsen RA
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