TCC Announces Board Approval to Acquire Equity Interests in European Cement and Building Materials Businesses

1. Type of Acquisition (e.g., merger, spin-off, acquisition, share transfer): Acquisition

2. Date of Event: 115/9/22

3. Names of Companies Involved in the Acquisition (e.g., merging party, newly established entity, target company for acquisition or share transfer): Private Joint-Stock Company "Ivano-Frankivskcement", "Ivano-Frankivsk-Dakh" LLC, "KRU Gips" LLC, "KRU Mix" LLC, and their respective subsidiaries (collectively referred to as the "Target Companies" or "BLUE")

4. Counterparty in the Transaction (e.g., other party in a merger, transferee in a spin-off, acquirer or seller in a share transaction): CEMINWEST SA, PRENTERS ENGINEERING LIMITED, LARSTONE LIMITED, LIEBSTEN HOLDINGS LIMITED, and PERMIXO LIMITED

5. Is the Transaction Counterparty a Related Party?: No

6. Relationship Between the Counterparty and the Company (e.g., if the company holds over XX% in the investee), and Explanation for Selecting a Related Enterprise or Individual as the Target for Acquisition or Share Transfer, Including Whether It Affects Shareholder Rights: Not applicable

7. Purpose and Terms of the Acquisition, Including Reasons, Consideration Terms, and Payment Timing (Note 7): To accelerate the Group’s strategic deployment in the European market and enhance global competitiveness.

8. Expected Benefits After the Acquisition: Strengthening market position in Europe and creating long-term value for the Group.

9. Impact of the Acquisition on Net Asset Value per Share and Earnings per Share: If the acquisition objectives are achieved, it is reasonably expected to have a positive impact on the Company’s net asset value per share and earnings per share.

10. Form of Consideration and Source of Funds for the Acquisition: The Company or its subsidiary TCC Dutch will assess providing funds required for TCC EMEA to acquire all or part of BLUE’s equity through shareholder loans or capital increases.

11. Share Exchange Ratio and Its Calculation Basis: The Company intends to acquire 100% of BLUE’s equity through TCC Group EMEA Holdings B.V. ("TCC EMEA"), a wholly-owned subsidiary of TCC Dutch Holdings B.V. ("TCC Dutch"), within an enterprise value not exceeding €750 million. The final transaction amount will be adjusted at closing based on the most recent financial statements, taking into account items such as Net Working Capital and Net Debt (hereinafter referred to as the "Share Acquisition")

12. Has the Accountant, Lawyer, or Securities Underwriter Issued a Non-Reasonableness Opinion on This Transaction?: No

13. Name of Accounting Firm, Law Firm, or Securities Underwriting Company: RSM Taiwan CPA Firm

14. Name of Accountant or Lawyer: Accountant Wu Meng-Da

15. License Number of Accountant or Lawyer: Ministry of Finance Certificate No. (6) 3622

16. Content of the Independent Expert’s Opinion on the Reasonableness of the Share Exchange Ratio, Cash or Other Assets Distributed to Shareholders (i) Including the method, principle, or calculation used to determine the public acquisition price and comparison with internationally accepted methods such as market approach, cost approach, and discounted cash flow; (ii) Comparison of the target company’s financial condition, profitability, and P/E ratio with listed peers; (iii) If the acquisition price refers to a valuation report, explain its content and conclusion; (iv) If the acquirer’s financing repayment plan uses the target or surviving company’s assets or shares as collateral, evaluate its impact on financial and operational soundness (Note 7): Based on realizable financial figures and objective market data, the independent financial expert primarily adopted the income approach for valuation, comparing its implied multiples with those derived from comparable companies under the market approach to support the results. After reviewing the valuation outcomes and making necessary adjustments, the accountant concludes that the total enterprise value of 100% controlling but non-marketable interest in BLUE ranges approximately between €697,878 thousand and €804,836 thousand. The proposed acquisition at an enterprise value not exceeding €750 million, adjusted for net debt and working capital as per the final share purchase agreement, is deemed reasonable.

17. Scheduled Completion Timeline (Note 7): The completion of the proposed transaction remains subject to approvals from relevant authorities, including but not limited to Taiwan and Ukraine.

18. Matters Concerning Succession of Rights and Obligations by Existing or Newly Established Companies (Note 2): Not applicable

19. Basic Information of Participating Companies (Note 3): BLUE is Ukraine’s second-largest cement company, operating stably with favorable geographical advantages.

20. Matters Related to Spin-off (including valuation of transferred businesses and assets, total number, type, and quantity of shares received by the spun-off company or its shareholders, and matters related to capital reduction if applicable) (Note: Not applicable if not a spin-off announcement): Not applicable

21. Conditions and Restrictions on Future Transfer of Acquired Shares: None

22. Plans After Completion of the Acquisition (including (i) intention and plans to continue business operations; (ii) whether dissolution, delisting, major organizational, capital, business plan, financial or production changes, arrangements for key personnel or assets, or any other material events affecting shareholder rights will occur): Maintain BLUE’s existing business and continue operations.

23. Other Important Agreements: None

24. Other Material Matters Related to the Acquisition: Maintain BLUE’s existing business and continue operations.

25. Were There Any Dissenting Directors in This Transaction?: No

26. Information on Interested Directors in the Acquisition Transaction (names of individual directors or legal entity directors and their representatives, nature of interest including investment methods, shareholding ratios, transaction prices, participation in management, etc., reasons for recusal or non-recusal, recusal status, and reasons for supporting or opposing the resolution) (Note 7): None

27. Does This Involve Changes in Business Model?: No

28. Explanation of Business Model Changes (Note 4): Not applicable

29. Transaction History and Forecast with the Counterparty Within the Past and Next Year (Note 5): Not applicable

30. Source of Funds (Note 5): The Company or its subsidiary TCC Dutch will assess providing funds required for its subsidiary TCC EMEA to acquire all or part of BLUE’s equity through shareholder loans or capital increases. Relevant procedures will comply with applicable local laws.

31. Other Disclosures (Note 6): The Company reserves the flexibility to introduce supranational financial funds as co-investors to directly or indirectly acquire a portion of the target company’s issued shares. TCC will retain ultimate control.