HeidelbergCement AG

EANS-General Meeting: HeidelbergCement AG
Announcement convening the general meeting

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HeidelbergCement AG

Heidelberg

ISIN DE0006047004 / WKN 604700

Invitation to the Annual General Meeting

We hereby invite our shareholders to attend the Annual General Meeting on Thursday, 6 May 2010, at 10.00 a.m. in our Company´s Festival Hall at Festhallenstraße 1, 69181 Leimen, Germany.

Agenda

1.    Submission of the adopted  annual  accounts,  the  approved  Group  annual
      accounts,  as  well  as  the  combined  report  to  the  shareholders  for
      HeidelbergCement  AG  and  the  Group,  the  explanatory  report  on   the
      statements according to sec. 289(4) and (5), sec. 315(4) German Commercial
      Code for the 2009 financial year, and the report of the Supervisory Board

      The  above  documents  and  the  Managing   Board´s   proposal   for   the
      appropriation  of  the  profit  may  be  viewed   on   the   Internet   at
   www.heidelbergcement.com on the Investor Relations/Annual General  Meeting
      page. The documents will also be made  available  and  will  be  explained
      during the Annual  General  Meeting.  In  accordance  with  the  statutory
      provisions, no resolution will be passed  on  agenda  item  1,  since  the
      Supervisory Board has already  approved  the  annual  accounts  and  Group
      annual accounts and the annual accounts have thereby been adopted.




2.    Resolution on the appropriation of the balance sheet profit

      The balance sheet profit for the 2009 financial year  of  HeidelbergCement
      AG amounts to EUR 63,920,304.85. The Managing Board and Supervisory  Board
      propose:


      a)   that a dividend in the amount of EUR 0.12 be paid out of the balance
           sheet profit for  each  share  carrying  dividend  rights.  If  this
           proposal  is  accepted,  dividends  in  the  total  amount  of   EUR
           22,500,000 would be paid for the  187,500,000  no-par  value  shares
           carrying dividend rights for the 2009 financial year; and


      b)   that EUR 25,000,000 of the remaining balance  sheet  profit  of  EUR
           41,420,304.85 be transferred to the other revenue reserves and  that
           the remaining EUR 16,420,304.85 be carried forward.


      The dividends are payable on 7 May 2010.


3.    Resolution on the approval of the Managing Board's actions  for  the  2009
      financial year

      The Managing Board and Supervisory Board propose that the actions  of  the
      members of the Managing Board for the 2009 financial year be approved.


      It is intended that  the  Annual  General  Meeting  will  resolve  on  the
      approval of the actions of the members of the Managing  Board  by  way  of
      separate votes. 
4.    Resolution on the approval of the  Supervisory  Board's  actions  for  the
      2009 financial year

      The Managing Board and Supervisory Board propose that the actions  of  the
      members of the Supervisory Board for the 2009 financial year be approved.

      It is intended that  the  Annual  General  Meeting  will  resolve  on  the
      approval of the actions of the members of the Supervisory Board by way  of
      separate votes.


5.    Resolution on the appointment of the auditor for the 2010 financial year

      The Supervisory Board proposes, based on the recommendation of its audit
      committee, that Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft,
      Stuttgart, Germany, be appointed as the auditor of the annual accounts and
      the Group annual accounts for the 2010 financial year as well as to review
      the abbreviated accounts and the interim management report for the first
      six months of the 2010 financial year, insofar as these are subject to a
      review by an auditor.


6.    Resolution  on  the  creation  of  a  new  Authorised  Capital I  and  the
      corresponding amendment of the Articles of Association

      The Company does not currently have any authorised  capital  that  can  be
      used to issue shares against  contributions  in  cash.  By  means  of  the
      proposed authorisation, the Managing Board and Supervisory  Board  are  to
      obtain authorised capital  in  an  appropriate  and  customary  amount  to
      strengthen the equity capital of the Company.

      The Managing Board and  Supervisory  Board  propose  that  the  following
      resolution be adopted:

       a)  The Managing Board is authorised, subject to  the  approval  of  the
           Supervisory Board, to increase the share capital of the Company once
           or  several  times  until  5 May  2015  by  up   to   a   total   of
           EUR 225,000,000 by issuing new no-par value  bearer  shares  against
           contributions in cash (Authorised Capital I). The  shareholders  are
           to be granted a subscription right  in  this  regard.  The  Managing
           Board  is  however  authorised,  subject  to  the  approval  of  the
           Supervisory Board,

           - to exclude fractional amounts from the shareholders'  subscription
           right and

           - to exclude the subscription right  in  whole  or  in  part  for  a
           partial amount of up to 10% of the share capital available when  the
           authorisation is exercised, in order to issue new shares at an issue
           price that is not significantly below the stock  exchange  price  of
           the old shares; shares that  have  otherwise  been  issued  or  sold
           during the term  of  this  authorisation  by  applying  sec.  186(3)
           sentence 4 German Stock Corporation Act must be counted towards this
           10%. New shares issued or to be issued to cover subscription  rights
           arising from option or conversion rights or obligations arising from
           bonds are also to  be  counted  towards  the  aforesaid  10%  limit.
           Moreover, treasury shares that are sold subject to the exclusion  of
           the subscription right on the basis of an authorisation pursuant  to
           sections 71(1) no. 8, 186(3) sentence 4 German Stock Corporation Act
           must also be counted towards this.

           The Managing Board is authorised, subject to  the  approval  of  the
           Supervisory Board, to lay down the further details  of  the  capital
           increase and its implementation, in particular the  content  of  the
           rights attached to the shares and the conditions for the issuance of
           the shares.


      b)   Article 4(2) of the Articles of Association is to be  restated
           as follows:

           "(2) The Managing Board shall be authorised, subject to the approval
           of the Supervisory Board, to  increase  the  share  capital  of  the
           Company once or several times until 5 May 2015 by up to a  total  of
           EUR 225,000,000 against contributions in cash by issuing new  no-par
           value bearer shares (Authorised Capital I). The  shareholders  shall
           be granted a subscription right in this regard. The  Managing  Board
           shall however be authorised

           - to exclude the shareholders' subscription right in respect of  any
           fractional amounts, and

           - to exclude the subscription right  in  whole  or  in  part  for  a
           partial amount of up to 10% of the share capital available when  the
           authorisation is exercised, in order to issue new shares at an issue
           price that is not significantly below the stock  exchange  price  of
           the old shares; shares that  have  otherwise  been  issued  or  sold
           during the term  of  this  authorisation  by  applying  sec.  186(3)
           sentence 4 German Stock Corporation Act must be counted towards this
           10%. New shares issued or to be issued to cover subscription  rights
           arising from option or conversion rights or obligations arising from
           bonds shall  also  be  counted  towards  the  aforesaid  10%  limit.
           Moreover, treasury shares that are sold subject to the exclusion  of
           the subscription right on the basis of an authorisation pursuant  to
           sections 71(1) no. 8, 186(3) sentence 4 German Stock Corporation Act
           shall also be counted towards this.

           The  Managing  Board  shall  be  authorised,  subject  to  the
           approval of the Supervisory Board, to lay down the  further  details
           of the capital increase and its implementation,  in  particular  the
           content of the rights attached to the shares and the conditions  for
           the issuance of the shares."


      c)   The Supervisory Board is authorised to amend  the  wording  of
           Article 4(1) and  (2)  of  the  Articles  of  Association  following
           complete or partial implementation of  the  share  capital  increase
           taking  account  of  the  respective   utilisation   of   Authorised
           Capital I, and, if Authorised Capital I has not  been  used  or  not
           been completely used by 5 May 2015, after the expiry of  the  period
           of authorisation.


7.    Resolution on  the  creation  of  a  new  Authorised  Capital II  and  the
      corresponding amendment of the Articles of Association 
The Company does not currently have any authorised  capital  that  can  be
      used to issue shares against  contributions  in  kind.  By  means  of  the
      proposed authorisation, the Managing Board and Supervisory  Board  are  to
      obtain authorised capital  in  an  appropriate  and  customary  amount  to
      strengthen the equity capital of the Company, in the form of contributions
      in kind.

      The Managing Board and  Supervisory  Board  propose  that  the  following
      resolution be adopted:

       a)  The Managing Board is authorised, subject to  the  approval  of  the
           Supervisory Board, to increase the share capital of the Company once
           or several times until 5 May 2015 by up to a total of EUR 56,100,000
           through  the  issue  of  new  no-par  value  bearer  shares  against
           contributions in kind (Authorised Capital II). Further, the Managing
           Board is authorised, subject to  the  approval  of  the  Supervisory
           Board, to exclude the subscription right where the capital  increase
           against contributions in kind is carried  out  for  the  purpose  of
           acquiring companies  or  parts  thereof,  or  of  participations  in
           companies or other  assets.  Additionally,  the  Managing  Board  is
           authorised, subject to the approval of  the  Supervisory  Board,  to
           exclude the shareholders´ subscription right to such extent  as  may
           be required in order to grant to holders of warrants and convertible
           bonds issued by the Company or its subsidiaries a subscription right
           for new shares in the amount to which they would be  entitled  after
           having  exercised  the  option  or  conversion  right  and/or  after
           fulfilment of the option or conversion obligation, respectively. The
           Managing Board  is  authorised,  subject  to  the  approval  of  the
           Supervisory Board, to lay down the further details  of  the  capital
           increase and its implementation, in particular the  content  of  the
           rights attached to the shares and the conditions for the issuance of
           the shares.

       b)  Article 4(3) of the Articles of Association is  to  be  restated  as
           follows:

           "(3) The Managing Board shall be authorised, subject to the approval
           of the Supervisory Board,  to  increase  the  share  capital  of  the
           Company once or several times until 5 May 2015 by up to  a  total  of
           EUR 56,100,000 through the issuance of new no-par value bearer shares
           against contributions in kind (Authorised Capital II).  Further,  the
           Managing Board shall be authorised, subject to the  approval  of  the
           Supervisory Board,  to  exclude  the  subscription  right  where  the
           capital increase against contributions in kind is carried out for the
           purpose of acquiring companies or parts thereof, or of participations
           in companies or other assets. Additionally, the Managing Board  shall
           be authorised, subject to the approval of the Supervisory  Board,  to
           exclude the shareholders´ subscription right to such extent as may be
           required in order to grant to holders  of  warrants  and  convertible
           bonds issued by the Company or its subsidiaries a subscription  right
           for new shares in the amount to which they would  be  entitled  after
           having  exercised  the  option  or  conversion  right  and/or   after
           fulfilment of the option or conversion obligation, respectively.  The
           Managing Board shall be authorised, subject to the  approval  of  the
           Supervisory Board, to lay down the further  details  of  the  capital
           increase and its implementation, in particular  the  content  of  the
           rights attached to the shares and the conditions for the issuance  of
           the shares."

      c)   The  Supervisory  Board  is  authorised  to  amend  the   wording  of
           Article 4(1)  and  (3)  of  the  Articles  of  Association  following
           complete or partial implementation  of  the  share  capital  increase
           taking  account  of  the   respective   utilisation   of   Authorised
           Capital II, and, if Authorised Capital II has not been  used  or  not
           been completely used by 5 May 2015, after the expiry of the period of
           authorisation.

8.    Revocation of the existing and granting of a new  authorisation  to  issue
      warrant  bonds  or  convertible  bonds,  profit  participation  rights  or
      participating bonds and to exclude the subscription right  in  respect  of
      such warrant bonds or convertible bonds, profit  participation  rights  or
      participating bonds, as well as the revocation of the Conditional  Capital
      2009 and the creation of a new conditional capital and  the  corresponding
      amendment of the Articles of Association

      The authorisation to issue warrant  bonds  or  convertible  bonds,  profit
      participation rights or participating bonds resolved at the Annual General
      Meeting of 7 May 2009 contains rules for  determining  the  conversion  or
      option price, which rules were laid down in view of  case  law  and  leave
      little room for manoeuvre when it comes to the basic form  of  the  bonds.
      Since the legislator has now given companies more room for manoeuvre,  the
      authorisation resolved by the Annual General Meeting on 7 May 2009  is  to
      be replaced by a new authorisation to issue warrant bonds  or  convertible
      bonds, profit participation rights or participating bonds which is more in
      line with the new legal provisions and which allows  the  Company  greater
      flexibility. Since no use has been made of the  authorisation  granted  by
      the Annual General Meeting on 7 May 2009,  the  Conditional  Capital  2009
      provided for in Article 4(4) of the Articles of Association is  no  longer
      needed in this form and is to be replaced by new Conditional Capital  2010
      adjusted in line with the amended authorisation.

      A.   Authorisation to issue warrant bonds or  convertible  bonds,  profit
           participation rights or  participating  bonds  and  to  exclude  the
           subscription right in respect of such warrant bonds  or  convertible
           bonds, profit participation rights or participating bonds

           The Managing Board and Supervisory Board propose that the  following
           resolution be adopted:

           The authorisation to  issue  warrant  bonds  or  convertible  bonds,
           profit participation rights or participating bonds granted on 7  May
           2009 is revoked and the Managing Board is authorised, subject to the
           approval of the Supervisory Board, to issue, until 5 May 2015,  once
           or  several  times,  warrant  bonds  or  convertible  bonds,  profit
           participation rights or participating bonds, made out to bearer,  or
           a combination of these instruments (collectively the "Bonds") up  to
           a total nominal amount of EUR 3,000,000,000,  and  to  grant  option
           rights to or impose obligations on the holders of the warrant  bonds
           or participation rights or option  rights  under  the  participating
           bonds, and/or conversion rights to or obligations on the holders  of
           convertible bonds or convertible participation rights or convertible
           participating bonds,  relating  to  bearer  shares  in  the  Company
           representing an aggregate pro rata amount in the share capital of up
           to EUR 168,750,000, subject to  the  terms  and  conditions  of  the
           warrant or convertible bonds. In addition to euros,  the  Bonds  may
           also be issued in the valid currency of an OECD country,  up  to  an
           amount corresponding to  the  euro  value  of  the  aforesaid  total
           nominal amount.

           The Bonds may also be issued by  a  Group  company  of  the  Company
           within the meaning of sec. 18 German Stock Corporation Act, in which
           the Company directly or indirectly holds an  interest  of  at  least
           90%. In such case, the Managing Board is authorised, subject to  the
           approval of the Supervisory Board, to assume a guarantee  on  behalf
           of the Company for such Bonds, and to grant to, or to  impose  upon,
           the holders of  warrant  and/or  convertible  bonds,  option  and/or
           convertible  participation  rights  and  option  and/or  convertible
           participating bonds, as the  case  may  be,  option  and  conversion
           rights or obligations, in each case relating to bearer shares in the
           Company. The Bonds may also be issued against contribution of claims
           (under loans or bonds) held by the contributing person  against  the
           Company or any of its aforementioned Group companies.

           To the extent that the shareholders  are  not  allowed  to  directly
           subscribe for the Bonds,  the  shareholders  shall  be  granted  the
           statutory subscription right such that the Bonds shall be offered by
           a credit institution or a syndicate of credit  institutions  subject
           to the obligation  to  offer  the  Bonds  to  the  shareholders  for
           subscription. If Bonds are issued by a Group company of the  Company
           within the meaning of sec. 18 German Stock Corporation Act, in which
           the Company holds a direct or indirect interest of at least 90%, the
           Company shall ensure its  shareholders  are  granted  the  statutory
           subscription right in accordance with the preceding sentence.

           However, the Managing Board is authorised, subject to  the  approval
           of  the  Supervisory  Board,  to  exclude  from  the   shareholders'
           subscription  right  any  fractional  amounts  resulting  from   the
           subscription ratio and to also exclude  the  subscription  right  to
           such extent as may be necessary in order to be able to grant to  the
           holders of  option  or  conversion  rights  or  obligations  already
           issued, at an earlier point in time, subscription rights on a  scale
           to which they would be entitled after exercising their conversion or
           option rights or after performance of their conversion obligations.

           The Managing Board is further authorised, subject to the approval of
           the Supervisory Board, to completely exclude the subscription  right
           of the shareholders regarding Bonds with  option  and/or  conversion
           rights or obligations issued against cash payment, if  the  Managing
           Board, upon due review, determines that the issue price of the Bonds
           is not significantly below the theoretical market value of the bond,
           as determined in accordance with generally accepted - in particular,
           financial - calculation methods. The authorisation  to  exclude  the
           subscription right  applies  to  Bonds  issued  with  option  and/or
           conversion rights or obligations relating to shares representing  an
           aggregate pro rata share in the share capital of no more  than  10%,
           whether at the time of coming into effect or  -  if  such  value  is
           lower - at the time of exercise of the  present  authorisation.  New
           shares issued from an authorised capital subject to the exclusion of
           the subscription right pursuant  to  sec. 186(3)  sentence 4  German
           Stock Corporation Act during the term of  this  authorisation  until
           the  issue  of  Bonds  with  option  and/or  conversion  rights   or
           obligations without the subscription right pursuant  to  sec. 186(3)
           sentence 4 German Stock Corporation  Act  are  also  to  be  counted
           towards the aforesaid 10% limit. Moreover, treasury shares that  are
           sold subject to the exclusion of the subscription right on the basis
           of an  authorisation  pursuant  to  sections  71(1)  no.  8,  186(3)
           sentence 4 German Stock Corporation Act and following  the  adoption
           of a resolution on the present authorisation must  also  be  counted
           towards this limit. In addition, the Managing Board  is  authorised,
           subject to the approval of the Supervisory  Board,  to  exclude  the
           subscription rights of  shareholders  in  respect  of  Bonds  issued
           against contribution in kind, if and to the extent  that  the  Bonds
           are issued against contribution of claims  (under  loans  or  bonds)
           held by the relevant contributing person against the Company or  any
           of its Group companies.

           To the extent that  profit  participation  rights  or  participating
           bonds are issued without  conversion  rights/obligations  or  option
           rights/obligations, the Managing Board is authorised, subject to the
           approval of the Supervisory Board, to exclude the subscription right
           of the shareholders as a whole, if such profit participation  rights
           or participating bonds have obligation-like  features,  i.e.  if  no
           membership rights in the Company and no  share  in  the  liquidation
           proceeds are granted thereunder and if the payable interest  is  not
           calculated by reference to the annual net profit, the balance  sheet
           profit or the dividend. Furthermore, in such case, the interest  and
           the  issue  price  of  the  profit  participation  rights   or   the
           participating  bonds  must  accord  with   the   market   conditions
           prevailing at the time of issue.

           Where warrant bonds are  issued,  one  or  more  warrants  shall  be
           attached to each partial bond granting to the holder  the  right  to
           subscribe for no-par value bearer shares of the Company  subject  to
           the warrant bonds terms and  conditions  to  be  determined  by  the
           Managing Board. The terms and conditions of warrant bonds issued  by
           the Company may provide that the option price can also  be  paid  by
           transfer of  partial  bonds  and,  if  applicable,  additional  cash
           payment. The pro rata amount of the share capital represented by the
           shares to be subscribed for under each partial bond must not  exceed
           the nominal  amount  of  the  partial  bonds.  To  the  extent  that
           fractions of shares arise it may be provided that these fractions be
           consolidated into full shares for subscription pursuant to the terms
           and conditions of the options and/or bonds, if  applicable,  against
           additional payment. The same applies  accordingly  if  warrants  are
           attached to a profit participation right or a participating bond.

           Where convertible bonds are issued,  the  holders  are  granted  the
           irrevocable right to convert their bonds into  no-par  value  bearer
           shares of the Company pursuant to the terms and  conditions  of  the
           convertible bonds to  be  determined  by  the  Managing  Board.  The
           conversion ratio is determined by dividing the nominal amount  -  or
           the issue price below the nominal amount - of the  partial  bond  by
           the conversion price determined for one share in  the  Company,  and
           may be rounded up or down; furthermore,  an  additional  payment  in
           cash and a  consolidation  of,  or  a  compensation  for,  any  non-
           convertible  fractions  may  be   determined.   The   same   applies
           accordingly  if  the  conversion   right   relates   to   a   profit
           participation right or a participating bond.

           Where Bonds are issued which provide for  an  option  or  conversion
           right or an option or conversion obligation, the relevant option  or
           conversion price to be determined for a share, even given a variable
           exchange/conversion rate, must  equal  80%  of  the  volume-weighted
           average  price  of  the  shares  of  the  Company  in  XETRA  (or  a
           corresponding successor system) on the Frankfurt stock exchange

           -  on the last 3 days of stock  exchange  trading  prior  to  the
              resolution by the Managing Board on the issuance of the bond, or

           -  where shareholders are entitled to subscription rights to  the
              bond, in the closing auction during the days on which subscription
              rights to the  bond  are  traded  in  XETRA  (or  a  corresponding
              successor system)  on  the  Frankfurt  stock  exchange,  with  the
              exception of the last two days of subscription rights trading.

           Notwithstanding the provisions in sec. 9(1) German Stock Corporation
           Act, the option or conversion price in respect of Bonds with  option
           or conversion rights or obligations may  be  adjusted  in  a  value-
           preserving manner (wertwahrend) in case of economic dilution of  the
           value of the option or conversion rights or obligations, as provided
           in  the  relevant  terms  of  the  respective  Bonds,  unless   such
           adjustment is already regulated under applicable law. The terms  and
           conditions of the Bonds may provide for further adjustments  of  the
           option and/or conversion rights or obligations,  or  of  the  option
           and/or conversion price, in case of a  capital  reduction  or  other
           extraordinary measures or events (e.g.  acquisition  of  control  by
           third parties).

           The terms and conditions of the Bonds may provide that, in  case  of
           conversion or exercise of  the  option,  the  Company  is  entitled,
           instead of granting new shares, to pay an amount in cash  equivalent
           to the volume-weighted average price of the amount of shares of  the
           Company otherwise to be delivered, as such price is quoted in  XETRA
           (or in a corresponding successor  system)  on  the  Frankfurt  Stock
           Exchange  during  the  10 trading  days  following  the  notice   of
           conversion or exercise of the option. In the event that the  Company
           announces its decision to exercise the right to payment of an amount
           in  cash  upon  conversion  or   exercise   of   the   option,   the
           aforementioned period of 10 trading days shall  not  start  until  3
           trading days after the announcement  of  the  cash  payment  of  the
           Company. The terms and conditions of the bonds may also provide that
           the warrant bonds and/or convertible bonds  may,  instead  of  being
           converted into new shares out of conditional capital, be  converted,
           at the option of the Company, into already existing  shares  of  the
           Company or shares of another listed  company,  or  that  the  option
           right or the option obligation may be satisfied by delivery of  such
           shares.

           The terms and conditions of the Bonds may also  provide  for  (i)  a
           conversion obligation or an option obligation  as  of  the  maturity
           date (or as of any other point in time) or for (ii) the right of the
           Company, upon maturity of Bonds with  conversion  or  option  rights
           (including maturity due to termination), to grant to the holders  of
           the Bonds shares in the Company or in another listed company in lieu
           of payment of the amount due (or parts thereof). In such  cases  the
           option or conversion price shall equal at least the  volume-weighted
           average price of the share of the Company or another company  listed
           in XETRA (or a corresponding  successor  system)  on  the  Frankfurt
           stock exchange during a reference period of 10 to 20 days  prior  to
           the maturity date or any other specified point in time,  as  defined
           in the terms and conditions of the Bonds, even if such average price
           is below the above minimum price (80%). The pro rata amount  of  the
           share capital represented by the shares to be issued upon conversion
           and/or exercise of the option must not exceed the nominal amount  of
           the Bonds. Sec. 9(1) in conjunction with  sec. 199(2)  German  Stock
           Corporation Act are to be observed.

           The Managing Board is authorised, subject to  the  approval  of  the
           Supervisory Board, to determine all further  details  regarding  the
           issuance  and  the  features  of  the   Bonds,   including   without
           limitation, interest  rates,  issue  price,  term  to  maturity  and
           denomination, anti-dilution provisions and the applicable option and
           conversion periods,  and/or  where  applicable,  to  determine  such
           details in consultation  with  the  relevant  bodies  of  the  Group
           company of the Company issuing  the  warrant  bonds  or  convertible
           bonds.

      B.   Creation of a Conditional Capital 2010, revocation of  the  existing
           authorisation to issue warrant bonds or  convertible  bonds,  profit
           participation rights or  participating  bonds  and  the  Conditional
           Capital 2009 as well as the corresponding amendment of the  Articles
           of Association

           The Managing Board and Supervisory Board propose that the  following
           resolution be adopted:

           a)   Creation of a new conditional capital

                The share capital is conditionally increased  by  an  additional
                amount of up to EUR 168,750,000, divided into up  to  56,250,000
                new no-par value bearer shares (Conditional  Capital 2010).  The
                conditional capital increase serves the purpose of granting  no-
                par value bearer shares  upon  the  exercise  of  conversion  or
                option   rights   (or   upon   fulfilment    of    corresponding
                option/conversion  obligations),  or  upon   exercise   of   the
                Company's right to grant, in lieu of payment of  the  amount  in
                cash due (or parts  thereof),  shares  of  the  Company  to  the
                holders  of  convertible  bonds   or   warrant   bonds,   profit
                participation rights or participating bonds (or combinations  of
                these instruments) issued on  the  basis  of  the  authorisation
                resolved by the Annual  General  Meeting  of  6 May  2010  under
                item 8 A. until 5 May 2015 by the Company or by a Group  company
                of the Company  within  the  meaning  of  sec. 18  German  Stock
                Corporation Act in which  the  Company  directly  or  indirectly
                holds an interest of at least 90%. The new shares are issued  at
                the option or conversion  price,  as  the  case  may  be,  which
                corresponds to the specifications of this authorisation.

                The conditional capital increase is only to  be  implemented  to
                the extent that option or conversion rights  are  exercised,  or
                holders of bonds subject to  the  obligation  to  convert  their
                bonds or exercise the option comply with such obligation, or  to
                the extent that the Company exercises its right to grant  shares
                of the Company in lieu of payment of the amount in cash due  (or
                parts thereof), and unless cash settlement has been accepted  or
                own shares or shares of another  listed  company  are  used  for
                performance purposes. The new  shares  issued  are  entitled  to
                dividends as of the beginning of the  financial  year  in  which
                they are created.

                The Managing Board is authorised, subject to the approval of the
                Supervisory Board, to determine all  further  details  regarding
                the implementation of the conditional capital increase.

           b)   Revocation of the  existing  authorisation  to  issue  warrant
                bonds or  convertible  bonds,  profit  participation  rights  or
                participating bonds and the Conditional Capital 2009 as well  as
                the amendment of the Articles of Association

                The authorisation to issue warrant bonds or  convertible  bonds,
                profit participation rights or participating bonds  resolved  by
                the Annual General Meeting of 7 May 2009 under item 7 A. and  B.
                and the Conditional Capital 2009 governed by Article 4(4) of the
                Articles of Association are to be revoked upon taking effect  of
                the new  Conditional  Capital  2010,  and  Article 4(4)  of  the
                Articles of Association is to be restated as follows:

                "(4) The share capital shall be conditionally increased by  an
                additional amount of up to EUR 168,750,000, divided into  up  to
                56,250,000  new  no-par   value   bearer   shares   (Conditional
                Capital 2010). The conditional capital increase  shall  only  be
                implemented  to  the  extent  that  the  holders  of  option  or
                conversion rights, and/or the holders subject to the  obligation
                to convert their bonds or to exercise the options, under warrant
                bonds or  convertible  bonds,  profit  participation  rights  or
                participating bonds issued or guaranteed by  the  Company  or  a
                Group company of the  Company  within  the  meaning  of  sec. 18
                German Stock Corporation Act, in  which  the  Company  holds  an
                interest of at least 90%, on  the  basis  of  the  authorisation
                resolved by the Annual  General  Meeting  of  6 May  2010  under
                item 8  A.,  exercise  such  rights  and/or  comply  with   such
                obligations, or to the extent that  the  Company  exercises  its
                right to grant shares of the Company in lieu of payment  of  the
                amount  in  cash  due  (or  parts  thereof),  and  unless   cash
                settlement has been accepted or own shares or shares of  another
                listed company are used for performance purposes. The new shares
                shall be issued at the option or conversion price, as  the  case
                may  be,  which  corresponds  to  the  specifications  of   this
                authorisation.

                The new  shares  shall  be  entitled  to  dividends  as  of  the
                beginning of the financial year in which they are  created.  The
                Managing Board shall be authorised, subject to the  approval  of
                the  Supervisory  Board,  to  determine  all   further   details
                regarding  the  implementation  of   the   conditional   capital
                increase."
 
           c)   Authorisation to amend the Articles of Association

                The Supervisory Board is authorised to amend  Article 4(1)  and
                (4) of the  Articles  of  Association  in  accordance  with  the
                relevant issuance of the new shares and to effect all amendments
                to the Articles of Association in connection therewith  relating
                only to the wording. The same applies accordingly  in  case  the
                authorisation to  issue  warrant  bonds  or  convertible  bonds,
                profit participation rights or participating bonds is  not  used
                upon or prior to the expiry of the term of the authorisation, as
                well as where the conditional capital is not used  after  expiry
                of the term for the exercise of the option or conversion  rights
                or for the  fulfilment  of  conversion  or  option  obligations,
                respectively. 

9.    Resolution on the approval of the remuneration system for  Managing  Board
      members ("Say on Pay")

      Pursuant  to  the  German  Act  on  the  Adequacy  of   Management   Board
      Remuneration of 31 July 2009 the Annual General Meeting may resolve on the
      approval of the remuneration system for Managing Board members. This right
      is to be exercised.

      The resolution proposed under this item refers to the remuneration  system
      for Managing Board members currently in place at the Company, the  details
      of which are provided in the Remuneration Report published as part of  the
      Corporate Governance Report in  the  2009  Annual  Report,  available  for
      download from www.heidelbergcement.com on  the  Investor  Relations/Annual
      General Meeting page of the website.

      The Managing Board and Supervisory Board  propose  that  the  remuneration
      system for Managing Board members be approved.


10.   Special election of Supervisory Board members

      In accordance with sections 96(1) and 101(1) German Stock Corporation  Act
      and sec. 7(1) no. 1  German  Co-Determination  Act,  in  conjunction  with
      Article 8(1) and (2) of the Company's Articles of Association, six members
      of the Supervisory Board are to be elected by the Annual  General  Meeting
      and another six members of the Supervisory Board are to be elected by  the
      employees. Election nominations are not binding upon  the  Annual  General
      Meeting.

      Eduard Schleicher and Gerhard Hirth left the Supervisory Board with effect
      from 31 December 2009. Pursuant to sec. 104 German Stock Corporation  Act,
      and based on its ruling of 13 January 2010 - served on 21 and  23  January
      2010, respectively - Mannheim Local Court appointed Alan Murray  and  Dr.-
      Ing. Herbert Lütkestratkötter to the Supervisory Board at the  request  of
      the Managing Board. This appointment is limited in time  until  a  special
      election is held at the next Annual General Meeting. Alan Murray and  Dr.-
      Ing. Herbert Lütkestratkötter are to be put to the Annual General  Meeting
      as candidates for the election.

      The Supervisory Board proposes that the following persons  be  elected  as
      shareholder representatives to the Supervisory Board, whereby with  regard
      to Alan Murray adopting the proposal of the same wording of 8  March  2010
      and of 12 March 2010 by shareholders Spohn Cement GmbH and  Goldman  Sachs
      Investment Partners Master Fund LP, who  hold  more  than  25%  of  voting
      rights in the Company. The candidates shall be elected for  the  remaining
      term of the current Supervisory Board, i.e. such term will run  until  the
      close of the Annual General Meeting resolving on the  formal  approval  of
      the acts of the Supervisory Board for the 2014 financial year:


      Alan Murray, Naples, Florida/USA
      former Chief Executive of Hanson plc and former Managing Board  member  of
      HeidelbergCement AG

      other mandates held:

      b)    International Power plc (Non Executive Director)


      Dr.-Ing. Herbert Lütkestratkötter, Essen
      Chairman of the Executive Board of HOCHTIEF Aktiengesellschaft

      other mandates held:

      a)    HOCHTIEF Concessions AG (Chairman)
            HOCHTIEF Construction AG (Chairman)
            HOCHTIEF Facility Management GmbH
            TÜV Rheinland Holding AG

      b)    The Turner Corporation
            Leighton Holdings Limited

      The above categories of other mandates have the following meaning:

      a) member of other supervisory boards required by law for companies in
         Germany
      b) member of comparable controlling bodies of commercial enterprises
         located in Germany or abroad

      Notice to shareholders:

      The members of the Supervisory Board will be elected individually.


11.   Resolution on the amendment of provisions of the Articles  of  Association
      relating to the Managing Board

      Articles 9(2) and 12 of the Articles of Association, the wording of  which
      is reproduced below, are to be amended or restated. In Article  9(2),  the
      Supervisory Board´s nomination committee, which was  incorporated  by  the
      Supervisory Board in its rules of procedure on  a  recommendation  of  the
      German Corporate Governance  Code,  is  now  to  be  incorporated  in  the
      Articles  of  Association.  In  Article   12   the   Supervisory   Board´s
      remuneration provisions are on  the  one  hand  to  implement  the  German
      Corporate Governance Code´s recommendation of  providing  for  a  variable
      remuneration component along with the fixed remuneration component, and on
      the other remuneration is to be increased  to  appropriately  reflect  the
      increased quality standards to be met by the members  of  the  Supervisory
      Board, the tightening of the Supervisory Board´s statutory  liability  and
      the Company´s broadened national and international  shareholder  base,  to
      continue to be able to find professional and qualified candidates for  the
      Supervisory Board in future. The current remuneration  provisions  largely
      provide for fixed remuneration depending on work and function  within  the
      Supervisory Board or its committees as well as an attendance fee. Compared
      with other German listed companies, in particular those  included  in  the
      DAX 30 index, current remuneration levels for  the  Company´s  Supervisory
      Board members are well below the average of peer companies. The  amendment
      is aimed at eliminating this disadvantage. The amendment will  double  the
      current fixed remuneration and the  variable  remuneration  based  on  the
      Group earnings per share, while maintaining the  current  attendance  fee.
      Linking the work on the  Supervisory  Board  to  the  Group  earnings  and
      providing for a competitive base amount ensures that the Supervisory Board
      will only receive variable remuneration where there is measureable success
      of the Company and on the other creates a quantifiable incentive  for  the
      Supervisory Board to focus on Company matters. A cap on remuneration  also
      means that variable remuneration does  not  exceed  the  amount  of  fixed
      remuneration. For reasons  of  transparency,  the  current  provisions  of
      Articles 9(2) and 12 of the Articles of Association are  reproduced  below
      before presenting the proposed resolutions for their amendment.

      Article 9(2) of the Articles of Association currently reads as follows:

           "Immediately following the election pursuant to paragraph 1 sentence
           2, the Supervisory Board shall elect  from  amongst  its  members  a
           Personnel Committee, an Audit Committee as well  as  an  Arbitration
           Committee to perform the duties set forth in sec. 31(3)  sentence  1
           German Co-Determination Act." 
Article 12 of the Articles of Association currently reads as follows:

           "(1) Each member of  the  Supervisory  Board  shall  receive  annual
           remuneration of EUR 21,000. The chairman  shall  receive  two  times
           this amount, his deputy 1.5 times this sum.

           (2) The members of the Audit Committee  shall  additionally  receive
           EUR 7,000 p.a. and the members  of  the  Personnel  Committee  shall
           additionally receive EUR 3,500 p.a. The chairman  of  the  committee
           shall receive two times these respective amounts.

           (3) Moreover, the members of the Supervisory Board shall receive  an
           attendance fee of EUR 1,500 for  each  meeting  of  the  Supervisory
           Board and its  committees  they  personally  attend  at  which  such
           personal attendance is required. An attendance  fee  shall  only  be
           paid once where several  meetings  are  held  on  the  same  day  or
           consecutive days.

           (4) Supervisory Board remuneration shall be paid at  the  end  of  a
           year.

           (5) The provisions of paragraphs 1, 3 and 4 shall apply with  effect
           from 2007.

           (6) The Company may, in its own interest and  at  its  own  expense,
           take out appropriate D&O liability insurance for the members of  the
           Supervisory Board. An appropriate deductible shall be provided for.

           (7) The members of the Supervisory Board  shall  be  reimbursed  for
           their expenses and the cost of any value-added tax incurred  by  the
           Supervisory Board members in performance of their duties."


      a)   Amendment of Article 9(2) of the Articles of Association

           The Managing Board and Supervisory Board propose that the  following
           resolution be adopted:

           In Article 9(2) of the Articles of  Association,  a  comma  and  the
           words "a Nomination Committee" shall be  inserted  after  the  words
           "Audit  Committee",  so  that  Article  9(2)  of  the  Articles   of
           Association is restated as follows:

           "Immediately following the election pursuant to paragraph 1 sentence
           2, the Supervisory Board shall elect  from  amongst  its  members  a
           Personnel Committee, an Audit Committee, a Nomination  Committee  as
           well as an Arbitration Committee to perform the duties set forth  in
           sec. 31(3) sentence 1 German Co-Determination Act."

      b)   Amendment of Article 12 of the Articles of Association

           The Managing Board and Supervisory Board propose that the  following
           resolution be adopted:

           Article 12 of the Articles of  Association  is  to  be  restated  as
           follows.

           "(1) Each member of the Supervisory Board shall receive a fixed  and
           a variable  remuneration  component.  Fixed  remuneration  for  each
           member shall be EUR 40,000  p.a.  The  chairman  shall  receive  2.5
           times, his deputy 1.5 times this amount.

           (2) The members of the Audit Committee  shall  additionally  receive
           fixed remuneration of EUR  15,000  p.a.,  and  the  members  of  the
           Personnel Committee shall additionally receive fixed remuneration of
           EUR 3,500 p.a. The chairman of the committee shall receive two times
           these respective amounts.

           (3) Moreover, the members of the Supervisory Board shall receive  an
           attendance fee of EUR 1,500 for  each  meeting  of  the  Supervisory
           Board and its  committees  they  personally  attend  at  which  such
           personal attendance is required. An attendance  fee  shall  only  be
           paid once where several  meetings  are  held  on  the  same  day  or
           consecutive days.

           (4) The variable remuneration component for each member shall be EUR
           58 for each EUR 0.01 earnings per share exceeding the base amount of
           EUR 2.50 earnings per share. What is decisive are the  earnings  per
           share determined in  accordance  with  the  International  Financial
           Reporting Standards and reported in the Group  annual  accounts  for
           the financial year in which the remuneration is paid.  The  chairman
           of the Supervisory Board shall receive 2.5  times,  his  deputy  1.5
           times this amount. The variable thus determined shall be limited  to
           the amount of fixed remuneration as defined in paragraph 1 sentences
           2 and 3. The variable remuneration granted to all Supervisory  Board
           members may not exceed the  overall  balance  sheet  profit  of  the
           Company, less 4 percent of  contributions  paid  toward  the  lowest
           issue amount of the shares.

           (5) Payment  of  the  Supervisory  Board´s  fixed  remuneration  and
           attendance fees shall be made at the end of a year, whereas  payment
           of the Supervisory Board´s variable remuneration shall  be  made  at
           the end of the month in which the annual accounts for  the  previous
           year are approved.

           (6) The provisions of paragraphs 1 and 5  shall  apply  with  effect
           from 2010 and shall replace the existing remuneration provisions.

           (7) The Company may, in its own interest and  at  its  own  expense,
           take out appropriate D&O liability insurance for the members of  the
           Supervisory Board. An appropriate deductible shall be provided for.

           (8) The members of the Supervisory Board  shall  be  reimbursed  for
           their expenses and the cost of any value-added tax incurred  by  the
           Supervisory Board members in performance of their duties."


12.   Resolution on amendments to the German Act Implementing the  Shareholders'
      Rights Directive as well as the deletion of Article 11 (2) of the Articles
      of Association

      Changes implemented by  the  German  Act  Implementing  the  Shareholders'
      Rights Directive include those made to the time  limits  set  out  in  the
      German Stock Corporation Act regarding registration for the annual general
      meeting and the provision of proof of the right to  attend  such  meeting.
      The German Act Implementing the Shareholders' Rights Directive also allows
      for shareholder rights to  be  exercised  by  means  of  electronic  media
      (online participation)  and  provides  for  the  possibility  of  absentee
      voting. Articles 16 and 18 of  the  Articles  of  Association  are  to  be
      brought  in  line  with  the  amended  provisions  of  the  German   Stock
      Corporation Act. In addition Article 11(2) of the Articles of  Association
      is to be deleted, as the Supervisory Board´s Rules  of  Procedure  already
      feature a provision to the same effect.

      a)   Amendment of Article 16(1) sentence 3 of the Articles of Association

           Article 16(1) sentence 3 of the Articles of Association, the wording
           of which is printed below, is  to  be  adapted  to  the  changes  in
           legislation:

           Article 16(1) sentence 3 of the Articles of Association currently
           reads as follows:

               "Registration and proof of  shareholding  must  be  sent  to  the
               address specified in the notice of convocation  and  received  by
               the Company no later than on the seventh day prior  to  the  date
               of the Annual General Meeting."

           The Managing Board and Supervisory Board  propose  to  resolve  that
           Article 16(1) sentence 3 of the Articles of Association be  restated
           as follows:

               "Registration and proof of  shareholding  must  be  sent  to  the
               address specified in the notice of convocation  and  received  by
               the Company six days prior to the  date  of  the  Annual  General
               Meeting at the latest."

      b)   New paragraphs 3 and 4 to be added to Article 16 of the Articles  of
           Association

           The Managing Board and Supervisory Board propose to resolve that the
           options for exercising shareholder rights  by  means  of  electronic
           media (online participation) and for absentee voting be incorporated
           in the Articles of Association, and  therefore  propose  to  resolve
           that the following new paragraphs 3 and 4 be included in  Article 16
           of the Articles of Association:

               "(3) The Managing Board shall be authorised to stipulate  in  the
               notice of convocation that shareholders may  participate  in  the
               Annual General  Meeting  without  being  physically  present  and
               without appointing a proxy and may exercise any or all  of  their
               rights  using   electronic   means   of   communication   (online
               participation). In doing so it may  specify  further  details  of
               the scope and method of online participation."

               "(4) The Managing Board shall be authorised to stipulate  in  the
               notice of convocation that shareholders may cast their  votes  in
               writing or by using electronic  means  of  communication  without
               attending the Annual General Meeting (absentee voting). In  doing
               so  it  may  specify  further  details  of  the  absentee  voting
               process."

      c)   New paragraph 3 to be  added  to  Article  18  of  the  Articles  of
           Association

           The Managing Board and Supervisory Board propose to resolve  that  a
           new  paragraph  3  be  added  to  Article  18  of  the  Articles  of
           Association:

               "(3) The chair of the  meeting  shall  be  authorised  to  permit
               audio-visual transmission of the Annual General  Meeting,  either
               in whole or in part, in a form to be specified by the chair."

      d)   Article 11(2) of the Articles of Association to be deleted

           The Managing Board and Supervisory Board propose that the following
           resolution be adopted:

           Article 11(2) of the Articles of Association shall  be  deleted  and
           shall in future read as follows:

               "(2) - deleted - " 

***

Requirements for attending the Annual General Meeting and exercising voting rights (with record date pursuant to sec. 123(3) sentence 3 German Stock Corporation Act and its meaning)

In accordance with Article 16(1) of the Company´s Articles of Association, shareholders must have registered for the Annual General Meeting and have provided the Company with proof of their shareholding as of the start of the 21st day before the Annual General Meeting, i.e. as of 15 April 2010, 0000 hrs (so-called record date), in order to attend and exercise their voting rights at the Annual General Meeting. The proof must be provided in the form of a certificate of shareholding issued in text form by the depositary institution.

The registration and proof of shareholding must reach the Company by the seventh day before the Annual General Meeting at the latest, i.e. by 29 April 2010, 2400 hrs at the following address:

HeidelbergCement AG c/o Commerzbank AG WASHV dwpbank AG Wildunger Strasse 14 60487 Frankfurt am Main, Germany Fax: +49 (0) 69-5099-1110 E-mail: hv-eintrittskarten@dwpbank.de

For shares, which on the relevant date are not held in a deposit facility administered at a credit institution, the above-described certificate of proof of the shareholding may also be issued by the Company, a notary, a securities depository bank, a credit institution within the European Union or one of the Company´s locations at its stock exchange centres in Germany and abroad.

The Company shall be entitled to request appropriate further proof in the event of any doubt concerning the accuracy or authenticity of the proof.

In relation to the Company, only those persons who have furnished such proof shall be considered shareholders for the purpose of attending the Annual General Meeting or exercising the voting rights. The right to attend and the extent of the voting rights shall be determined solely in accordance with the proof of shareholding of the shareholder as at the record date. Upon registration for the Annual General Meeting, the shares will not be blocked from trading; for this reason shareholders can continue to freely dispose of their shares, also starting from the record date and even after having registered for the Annual General Meeting. Also in the case of the full or partial sale of the shareholding after the record date, only the shareholding of the shareholder as at the record date shall be decisive for the attendance and the extent of the voting rights; i.e. sales of shares after the record date do not have any affect on the right to attend or on the extent of the voting rights. The same shall apply to purchases and additional purchases of shares after the record date. Persons who do not own any shares as at the record date and only become shareholders afterward, shall not be entitled to attend and vote. The record date shall not have any relevance for the entitlement to dividends.

After the Company has received the registration and the proof of their shareholding at the above-mentioned address, the shareholders will be sent admission tickets for the Annual General Meeting. In order to ensure that the admission tickets are received on time, we ask the shareholders to send the registration and proof of their shareholding to the Company sufficiently in advance. No further action is required of shareholders who have requested, in a timely manner, from their depositary institution an admission ticket for attending the Annual General Meeting. In such cases, the depositary institution will handle the registration and proof of shareholding.

Voting by proxies

Shareholders may also appoint a proxy, such as a credit institution or shareholders' association, to vote on their behalf in the Annual General Meeting. In this case, too, shareholders, proxies, credit institutions or shareholders' associations must notify the Company by the stated date of their intention to attend the Annual General Meeting and must provide proof of shareholding. If the shareholder authorises more than one person, the Company can reject one or several of these persons.

If the proxy authorisation is not granted to a credit institution, a shareholders' association or another person or institution legally equated with these pursuant to the regulations of the German Stock Corporation Act, the granting of the power of attorney, its revocation and the proof of authorisation vis-à-vis the Company must be in writing in order to be valid. For granting power of attorney, shareholders may use the power-of-attorney form on the back of the admission ticket, which they received after registration. However, it is also possible to issue a separate power of attorney in writing. The proof of the authorisation and the revocation of powers of attorney must be sent to us at our address: HeidelbergCement AG, Abt. GL, Berliner Strasse 6, 69120 Heidelberg, Germany, or by fax: + 49 (0) 6221-481-705 or via e-mail to the e-mail address: agm@heidelbergcement.com.

In the case of powers of attorney granted to credit institutions, institutions or companies of equal status (sections 135(10) and 125(5) German Stock Corporation Act) or shareholders' associations and other individuals within the meaning of sec. 135(8) German Stock Corporation Act, it shall suffice if the proxy has the declaration of power of attorney on his or her person so that it can be verified. Moreover, in these cases the declaration of power of attorney must be complete and may only contain declarations related to the exercise of voting rights. Credit institutions and shareholders´ associations as well as persons or institutions legally equated with these pursuant to sec. 135 German Stock Corporation Act can stipulate deviating regulations for their own authorisation; therefore, please agree on the form of the power of attorney in advance, should you wish to authorise such parties. In such cases, the power of attorney may only be granted to a particular proxy. However, a breach of the above-mentioned and of certain additional requirements for the authorisation of the parties named in this paragraph that are specified in sec. 135 German Stock Corporation Act shall not impair the validity of the voting pursuant to sec. 135(7) German Stock Corporation Act.

Employees of the Company may also serve as proxies. The following applies to the proxies nominated by the Company: The Company additionally offers its shareholders the option of being represented at the Annual General Meeting in accordance with their instructions by proxies nominated by the Company. In this case, the authorisation can be granted in writing. A power-of-attorney and instruction form to authorise an employee of the Company as a proxy is available on the Internet at www.heidelbergcement.comon the Investor Relations/Annual General Meeting page. If employees of the Company are granted authorisation to act as proxies, instructions for exercising the voting right must be issued in each case. The employees of the Company are obliged to vote in accordance with the instructions. Please note that proxies will not accept instructions to speak, lodge appeals against Annual General Meeting resolutions, ask questions or propose motions. Powers of attorney for the proxies giving explicit instructions, and using the forms designated for this purpose, must be received by the Company, at the latest, on 4 May 2010, 2400 hrs at our address: HeidelbergCement AG, Abt. GL, Berliner Strasse 6, 69120 Heidelberg, Germany, or by fax: + 49 (0) 6221-481-705 or by the end of the general debate in the Annual General Meeting by e-mail to the e-mail address: agm@heidelbergcement.com. Powers of attorney and instructions that are given to the proxies of the Company can be amended or revoked, at the latest, by 4 May 2010, 2400 hrs in writing or by fax to the above-described address/fax number or by the end of the general debate in the Annual General Meeting by e-mail to the above-described e-mail address. In all cases, the date of receipt by the Company shall be decisive.

Rights of the shareholders pursuant to sec. 122(2), sec. 126(1), sections 127, 131(1) German Stock Corporation Act

Motions and election proposals of shareholders pursuant to sections 126(1), 127 German Stock Corporation Act

In accordance with sec. 126 German Stock Corporation Act, all motions by shareholders regarding agenda items, including the reasons in support thereof, or proposals by shareholders for the election of Supervisory Board members or auditors in accordance with sec. 127 German Stock Corporation Act, received by us at our address: HeidelbergCement AG, Abt. GL, Berliner Strasse 6, 69120 Heidelberg, Germany, or faxed to us at +49 (0) 6221 481-705 at least 14 days before the Annual General Meeting, whereby the day of receipt shall not be counted, i.e. by 2400 hrs on 21 April 2009, and required to be disclosed will be published without undue delay after receipt at www.heidelbergcement.com on the Investor Relations/Annual General Meeting page. Any responses from the management will likewise be published at the aforementioned Internet address. Further details as to the requirements for exercise of the rights and their limits are to be found there under the heading "Information pursuant to sec. 121(3), sentence 3 no. 3 German Stock Corporation Act regarding shareholders´ rights".

Amendment to the agenda pursuant to sec. 122(2) German Stock Corporation Act

Under sec. 122(2) German Stock Corporation Act shareholders whose shares together make up a part of the share capital equal to EUR 500,000 - i.e. 166,667 shares - can request that items be added to the agenda and announced. Each new item must be accompanied by grounds or a proposal. The request must reach us at our address: HeidelbergCement AG, Abt. GL, Berliner Strasse 6, 69120 Heidelberg, Germany, or by fax at + 49 (0) 6221-481-705 no later than 30 days before the meeting, not counting the date of delivery. The last possible date for delivery is therefore 5 April 2010, 2400 hrs. Further details

as to the requirements for exercise of said right  and  its  limits  are  to  be
found   atwww.heidelbergcement.comon   the   page    entitled    "Investor
Relations/Annual General Meeting under  the  heading  "Information  pursuant  to 

sec. 121(3), sentence 3, no. 3 German Stock Corporation Act regarding shareholders´ rights".

Shareholders´ rights to information pursuant to sec. 131(1) German Stock Corporation Act

To the extent that such information is necessary to permit a proper evaluation of the relevant item on the agenda, each shareholder shall upon request be provided with information at the Annual General Meeting by the Managing Board regarding the Company´s affairs, including legal and business relations with affiliated companies and the situation of the Group and the companies that are included in the Group annual accounts. Requests for information at the Annual General Meeting are as a general principle to be made verbally during the general debate.

The information provided shall comply with the principles of proper and genuine accountability. The Managing Board may refuse to provide information if the conditions set forth in sec. 131(3) German Stock Corporation Act are met.

Under Article 18(2), sentence 3 of the Articles of Association, the chair of the meeting may restrict as he sees fit the time allotted to participants to speak, to ask questions, or for both together, either for the entire duration of the Annual General Meeting, for individual items on the agenda, or for individual speakers, either at the beginning of or during the course of the Annual General Meeting, and, if necessary to ensure the due and proper conduct of the meeting, order the end of the debate.

Further details as to the requirements for exercise of the right and its limits are to be found at www.heidelbergcement.com on the page entitled "Investor Relations/Annual General Meeting under the heading "Information pursuant to sec. 121(3), sentence 3, no. 3 German Stock Corporation Act regarding shareholders´ rights".

Information on the Company´s website

The announcements and explanations specified in sec. 124a German Stock Corporation Act are to be found at www.heidelbergcement.com on the page headed Investor Relations/Annual General Meeting

Notice of the aggregate number of shares and voting rights

At the time of the convening of the Annual General Meeting, 187,500,000 no-par value shares of the total of 187,500,000 no-par value shares issued entitle to attend and vote. Each share entitled to attend shall carry one vote at the Annual General Meeting. The Company does not hold any treasury shares. There are no different classes of shares.

The reports of the Managing Board on items 6, 7 and 8 on the agenda are reproduced immediately following this invitation.

Heidelberg, March 2010

HeidelbergCement AG The Managing Board

Reports of the Managing Board of HeidelbergCement AG to the Annual General Meeting pursuant to sec. 203(2) and sec. 221(4), sentence 2 German Stock Corporation Act, each in conjunction with sec. 186(4), sentence 2 German Stock Corporation Act in respect of agenda items 6 to 8

In accordance with sec. 203(2), sec. 186(4), sentence 2 German Stock Corporation Act, the Managing Board has prepared a report in respect of items 6, 7 and 8 of the agenda expanding on the reasons for the authorisation to exclude the subscription right of the shareholders. The entire report is available for inspection by the shareholders at the offices of the Company as from the day of the calling of the Annual General Meeting. Upon request, the report will be sent without undue delay to each shareholder free of charge. The report is being published as follows:

Report of the Managing Board to the Annual General Meeting in respect of item 6 of the agenda in accordance with sec. 203(2), sec. 186(4), sentence 2 German Stock Corporation Act:

Where the Authorised Capital I is used, our shareholders will in principle be entitled to a subscription right. Insofar as the shareholders are not able to directly subscribe the new shares, the Managing Board may avail itself of the possibility of issuing the new shares to a credit institution or a syndicate of credit institutions and instructing them to offer the shareholders the new shares in proportion to their subscription right (indirect subscription right within the meaning of sec. 186(5) German Stock Corporation Act).

The authorisation to exclude the subscription right for fractional amounts is intended to ensure that, for a given amount of the respective capital increase, the resulting subscription ratio is actually practicable. Absent the exclusion of the subscription right in respect of fractional amounts, the technical side of the implementation of the capital increase and the exercise of the subscription right would be rendered considerably more difficult, in particular, in case of capital increases by full amounts. The fractional new shares, which as such are excluded from the subscription right of the shareholders, will either be sold via the stock exchange or otherwise disposed of to the benefit of the Company.

Pursuant to sec. 186(3), sentence 4 German Stock Corporation Act the Managing Board will be given the authorisation to completely exclude the shareholders´ subscription rights, with the Supervisory Board´s consent, if the new shares are to be issued at a price that is not materially below the stock exchange price. This enables the Company to quickly seize favourable market opportunities on a short-term basis and, by determining the conditions in accordance with prevailing market terms, to achieve a highest possible market price. Sec. 186 (3) sentence 4 German Stock Corporation Act provides that the issue price must not be materially lower than the current quoted price. This provision is intended to prevent a significant economic dilution of the value of the shares. The content of the resolution exhausts the threshold stipulated as regards the exclusion of subscription rights, namely 10% of the share capital. Hence, the volume may not exceed 10% of the share capital existing at the time the authorisation to exclude subscription rights pursuant to sec. 186(3), sentence 4 German Stock Corporation Act comes into force. The resolution on the authorisation contains a corresponding provision to also ensure that, even in the case of a capital reduction, the limit of 10% of the share capital is not exceeded, since the authorisation to exclude the subscription right expressly prescribes that the 10% limit must not be exceeded whether at the time of coming into effect or - if such value is lower - at the time of exercise of the present authorisation. New shares issued from an authorised capital subject to the exclusion of the subscription right pursuant to sec. 186(3) sentence 4 German Stock Corporation Act during the term of this authorisation shall be factored into calculations for the purpose of determining the 10% threshold. New shares issued or to be issued to cover subscription rights arising from option or conversion rights or obligations arising from bonds are also to be counted towards the aforesaid 10% limit. Moreover, treasury shares that are sold subject to the exclusion of the subscription right on the basis of an authorisation pursuant to sections 71(1) no. 8, 186(3) sentence 4 German Stock Corporation Act must also be counted towards this.

Furthermore, the shareholders may maintain their proportionate share in the share capital of the Company at all times by means of additional purchases of shares through the stock exchange. On the other hand, the authorisation to exclude subscription rights enables the Company to determine the conditions in accordance with prevailing market terms, and to obtain the highest possible degree of certainty that the new shares can be placed with third parties and that favourable short-term market opportunities can be seized.

Report of the Managing Board to the Annual General Meeting in respect of item 7 of the agenda in accordance with sec. 203(2), sec. 186(4), sentence 2 German Stock Corporation Act:

The authorisation to grant an Authorised Capital II provides for exclusion of the subscription right in connection with certain capital increases against contributions in kind. Such exclusion is intended to facilitate the acquisition of companies or parts thereof or of participations in companies or of other assets against the granting of shares. Where the acquisition by way of a capital increase against contributions in kind results in a tax saving on the part of the seller, or where the seller prefers the acquisition of shares in the Company to receipt of a cash payment for any other reasons, this authorisation will strengthen the Company's position in negotiations. In individual cases, specific interests of the Company may also require that the seller be offered new shares as consideration. The Authorised Capital II enables the Company to react more quickly and flexibly to opportunities as they arise, in order to acquire, in appropriate individual cases, companies, parts of companies or participations therein or other assets against the issuance of new shares. The requested authorisation facilitates in each individual case the optimal financing of the acquisition against the issuance of new shares, thereby strengthening the equity basis of HeidelbergCement AG. Other assets to be acquired may include claims (under loans or bonds) against the Company or Group companies. Where these are contributed into the Company by way of a contribution in kind, the liability will cease to exist and the Company's equity basis will be strengthened. In any case, the management intends to use the option of a capital increase out of the Authorised Capital II against contributions in kind involving an exclusion of the subscription rights only, provided that the value of the new shares is in an appropriate proportion to the value of the consideration of the company or the part thereof to be acquired, of the participation to be acquired therein, or of other assets to be acquired. In this context, the issue price of the new shares to be issued is generally to be based on the quoted share price. Any economic disadvantage for the shareholders whose subscription rights are excluded will thus be avoided. Considering all these facts and circumstances, the authorisation to exclude the subscription rights within the described scope is deemed necessary, expedient and appropriate and required in the interest of the Company.

The authorisation to exclude subscription rights in favour of the holders of warrants or convertible debt securities serves the purpose that, in case the authorisation is used, the option and/or conversion price, respectively, need not be reduced in accordance with the so-called anti-dilution provisions under the terms and conditions of the options or convertible bonds, as applicable, and that subscription rights may also be granted to the holders of warrants or convertible bonds in such amount as they would be entitled to after exercise of the option or conversion right and/or fulfilment of the option or conversion obligation, respectively. The authorisation enables the Managing Board, with the approval of the Supervisory Board, to choose between both alternatives carefully considering all related aspects when using the Authorised Capital II.

Report of the Managing Board to the Annual General Meeting in respect of item 8 of the agenda in accordance with sections 221(4) sentence 2, 186(4) sentence 2 German Stock Corporation Act:

The proposed authorisation to issue warrant bonds or convertible bonds, profit participation rights or participating bonds or a combination thereof ("Bonds") in the total nominal amount of up to EUR 3,000,000,000 and to create the Conditional Capital 2010 in the nominal amount of up to EUR 168,750,000 is intended to enhance the options of the Company for financing its activities, as described in detail below, and to enable the Managing Board, with the approval of the Supervisory Board, to seize flexible and short-term financing opportunities in the interest of the Company, in particular in case of favourable capital market conditions.

Shareholders will generally be entitled to the statutory subscription rights in respect of Bonds with option or conversion rights or obligations attached (sec. 221(4) in conjunction with sec. 186(1) German Stock Corporation Act). To the extent that the shareholders are not allowed to directly subscribe for the Bonds, the Managing Board may, at its option, offer the Bonds to a credit institution or a syndicate of credit institutions subject to the obligation to offer the Bonds to the shareholders for subscription in accordance with their subscription rights (indirect subscription right within the meaning of sec. 186(5) German Stock Corporation Act).

The authorisation to exclude the subscription right in respect of fractional amounts enables the use of the requested authorisation through full amounts and facilitates the settlement of the subscription rights of the shareholders. The advantage of the authorisation to exclude the subscription right in favour of the holders of already issued conversion and option rights or obligations lies in the fact that the conversion or option price for already issued conversion or option rights or obligations need not be reduced, thereby enabling an altogether higher cash inflow. Thus, both cases of exclusion of the subscription right are in the best interest of the Company and its shareholders.

The Managing Board is further authorised, with the approval of the Supervisory Board, to completely exclude the shareholders' subscription right if Bonds with option or conversion rights or obligations are issued at an issue price which is not materially lower than the market value of such Bonds. This enables the Company to quickly seize favourable market opportunities on a short-term basis and, by determining the conditions in accordance with prevailing market terms, to achieve better terms regarding interest rates and issue price of the Bond. If the subscription rights were not excluded, any such market-oriented determination of the conditions and a smooth placement would not be possible. While sec. 186(2) German Stock Corporation Act permits disclosure of the subscription price (and thus of the terms and conditions of such Bonds) until three days prior to the end of the subscription period, considering the frequently observed volatility on the stock markets, the market risk will still be immanent for a number of days, which results in safety margins to be deducted in the determination of the terms and conditions of the Bond, and, eventually, in conditions which are not based on market terms. Also, the existence of a subscription right could jeopardise any successful placement with third parties, or result in additional expenses, due to the uncertainty of the exercise thereof (subscription behaviour). Finally, the granting of a subscription right would hinder the Company´s ability to respond to favourable or adverse market conditions on a short-term basis due to the length of the subscription period, and the Company would instead be subject to declining stock prices during such period, which, in turn, could deteriorate the Company´s options for the raising of capital.

In this case, sec. 186(3) sentence 4 German Stock Corporation Act shall apply accordingly pursuant to sec. 221(4) sentence 2 German Stock Corporation Act. This provision prescribes a limit of 10% of the share capital in respect of excluded subscription rights which is to be observed according to the resolution. The amount of conditional capital, which in this case may only be made available for the purpose of securing option or conversion rights or obligations, must not exceed 10% of the share capital existing at the time the authorisation to exclude the subscription right pursuant to sec. 186(3) sentence 4 German Stock Corporation Act comes into force. The resolution on the authorisation contains a corresponding provision to also ensure that, even in the case of a capital reduction, the limit of 10% of the share capital is not exceeded, since the authorisation to exclude the subscription right expressly prescribes that the 10% limit must not be exceeded whether at the time of coming into effect or - if such value is lower - at the time of exercise of the present authorisation. New shares issued from an authorised capital subject to the exclusion of the subscription right pursuant to sec. 186(3) sentence 4 German Stock Corporation Act during the term of this authorisation until the issuance of Bonds with option and/or conversion rights or obligations without the subscription right pursuant to sec. 186(3) sentence 4 German Stock Corporation Act are also to be counted towards the aforesaid 10% limit. Moreover, treasury shares that are sold subject to the exclusion of the subscription right on the basis of an authorisation pursuant to sections 71(1) no. 8, 186(3) sentence 4 German Stock Corporation Act and following the adoption of a resolution on the present authorisation must also be counted towards this limit.

Sec. 186 (3) sentence 4 German Stock Corporation Act further provides that the issue price must not be materially lower than the quoted price. This provision is intended to prevent a significant economic dilution of the value of the shares. Whether or not such dilutive effect will occur in connection with the issuance of Bonds with option or conversion rights or obligations under exclusion of subscription rights can be determined by calculating the notional market value of the Bond in accordance with recognised calculation methods, in particular, methods of financial mathematics, and comparing such price with the issue price. If, following due review, such issue price is deemed to be only insignificantly lower than the notional market value at the time of issuance of the Bond, the exclusion of subscription rights is deemed permissible in accordance with the intent and purpose of the provision laid down in sec. 186(3) sentence 4 German Stock Corporation Act owing to the minor discount. Thus, the resolution provides that the Managing Board, prior to issuing the Bonds with option or conversion rights or obligations, upon due review, must determine that the intended issue price will not cause any significant dilution of the value of the shares, as the issue price of the Bond is not significantly lower than their notional market value calculated in accordance with recognised calculation methods, in particular, methods of financial mathematics. This means that the notional market value of each subscription right would decrease to almost zero to the effect that the shareholders will not suffer any significant economic disadvantages on account of the exclusion of the subscription rights. All this will ensure that the exclusion of the subscription rights will not cause any significant dilution of the value of the shares.

Furthermore, the shareholders may maintain their proportionate share in the share capital of the Company even after exercise of conversion or option rights, or after the option or conversion obligations have taken effect, at any time by additional purchases of shares through the stock exchange. On the other hand, the authorisation to exclude subscription rights enables the Company to determine the conditions in accordance with prevailing market terms, and to obtain the highest possible degree of certainty that the Bonds can be placed with third parties and that favourable short-term market opportunities can be seized.

The authorisation further provides for exclusion of the right of the shareholders to subscribe to the Bonds in connection with certain contributions in kind. This exclusion is intended to enable the acquisition of claims (under loans or bonds) held by the contributing person against the Company or any of its Group companies. However, it is particularly in this case that the exclusion of the subscription right is necessary. Where the seller, for whatever reason, prefers the acquisition of Bonds of the Company to receipt of a cash payment, the option provided under the authorisation will strengthen the position of the Company in negotiations. The authorisation to issue the Bonds also against contributions in kind, where applicable also in combination with the issuance of such Bonds against cash contributions or with other financing instruments, enables the Company to react quickly and flexibly in order to acquire, in individual appropriate cases, claims held by the contributing person against the Company or any of its Group companies. The requested authorisation thus enables an optimized financing of the acquisition as may be required in individual cases. Where such claims are contributed as contributions in kind into the Company against the issuance of Bonds, the respective credit liability will cease to exist and there is the chance that in case of the exercise of the option or upon conversion, the equity basis will be strengthened. In any case, the management intends to use the option of issuing the Bonds against contributions in kind involving the authorisation to exclude the subscription right only, provided that the value of the Bonds is in an appropriate proportion to the value of the consideration paid for the claims to be acquired. Any economic disadvantage for the shareholders whose subscription rights are excluded will thus be avoided. Considering all these facts and circumstances, the authorisation to exclude the subscription rights within the described scope is deemed necessary, expedient and appropriate and required in the interest of the Company.

To the extent that profit participation rights or participating bonds are to be issued without option rights/obligations or conversion rights/obligations, the Managing Board shall be authorised, with the approval of the Supervisory Board, to exclude the subscription right of the shareholders as a whole, if such profit participation rights or participating bonds have obligation-like features, i.e. if no membership rights in the Company and no share in the liquidation proceeds are granted thereunder and further provided that the payable interest is not calculated by reference to the annual net profit, the balance sheet profit or the dividend. Furthermore, the interest and the issue price of the profit participation rights and the participating bonds must accord with the current market conditions prevailing at the time of issue. Where the aforesaid conditions are fulfilled, the shareholders will not suffer any disadvantages from the exclusion of the subscription right, because the profit participation rights or participating bonds grant no membership rights in the Company and no share in the liquidation proceeds or in the profits of the Company.

Heidelberg, March 2010

HeidelbergCement AG The Managing Board

end of announcement                               euro adhoc
-------------------------------------------------------------------------------- 

Further inquiry note:

Andreas Schaller
+49 (0)6221/481-249
andreas.schaller@heidelbergcement.com

Branche: Construction & Property
ISIN: DE0006047004
WKN: 604700
Index: Midcap Market Index, MDAX, CDAX, Classic All Share, HDAX,
Prime All Share
Börsen: Frankfurt / regulated dealing/prime standard
Berlin / free trade
Hamburg / free trade
Hannover / free trade
Stuttgart / regulated dealing
Düsseldorf / regulated dealing
München / regulated dealing
Original-Content von: HeidelbergCement AG, übermittelt durch news aktuell

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