HeidelbergCement AG

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

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  General meeting information transmitted by euro adhoc. The issuer is
  responsible for the content of this announcement.
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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, 5 May 2011, 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 2010 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 2010 financial year  of  HeidelbergCement
      AG amounts to EUR 63,388,114.81. The Managing Board and Supervisory  Board
      propose:


      a)   that a dividend in the amount of EUR 0.25 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
           46,875,000 would be paid for the  187,500,000  no-par  value  shares
           carrying dividend rights for the 2010 financial year; and


      b)   that the remaining  balance  sheet  profit  in  the  amount  of  EUR
           16,513,114.81 be carried forward.


      The dividends are payable on 6 May 2011.


3.    Resolution on the approval of the Managing Board's actions  for  the  2010
      financial year

      The Managing Board and Supervisory Board propose that the actions  of  the
      members of the Managing Board for the 2010 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
      2010 financial year

      The Managing Board and Supervisory Board propose that the actions  of  the
      members of the Supervisory Board for the 2010 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 2011 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 2011 financial year as well as to review
      the abbreviated accounts and the interim management report for the first
      six months of the 2011 financial year, insofar as these are subject to a
      review by an auditor. 
6.    Resolution on the approval of the remuneration system for  Managing  Board
      members valid from 1 January 2011 ("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 valid from 1 January 2011, the details of which
      are provided in the section "New remuneration system from 1 January  2011"
      of the Remuneration Report. The Remuneration Report is published  as  part
      of the Corporate Governance chapter in the 2010 Annual  Report,  available
      for   download   from www.heidelbergcement.com on    the    Investor
      Relations/Annual General Meeting page. The 2010 Annual Report will also be
      available at the Annual General Meeting.




      The Managing Board and Supervisory Board  propose  that  the  remuneration
      system for Managing Board members valid from 1 January 2011 be approved. 
***
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 14 April 2011, 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 six days prior to the date of the Annual General Meeting at the latest, i.e. by 28 April 2011, 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 which is printed on the admission ticket and which is available on the Internet at www.heidelbergcement.com on the Investor Relations/Annual General Meeting page. 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.

Credit institutions, shareholders' associations and persons equivalent to them pursuant to sec. 135(8) and (10) German Stock Corporation Act, that offer proxy voting services to shareholders as part of their regular business activities, may set forth deviating conditions with respect to the process of their own authorisation. Shareholders are asked to agree with these persons or institutions on the form of such authorisation in advance.

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 printed on the admission ticket and is available on the Internet at www.heidelbergcement.com on 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 of the Company will not accept instructions to speak, lodge appeals against Annual General Meeting resolutions, ask questions or propose motions and that the proxies are available only for voting on proposed resolutions presented together with the invitation or later-announced proposals by the Managing Board and/or Supervisory Board pursuant to sec. 124 (3) German Stock Corporation Act or by shareholders pursuant to sec. 124 (1) German Stock Corporation Act, or those made available in accordance with sections 126, 127 German Stock Corporation Act. 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 3 May 2011, 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 3 May 2011, 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.

Even after granting of a voting authorisation, shareholders retain the right  to 

personally take part in the Annual General Meeting; in such cases, all powers of attorney and proxy voting instructions are deemed revoked.

Absentee voting process

Shareholders not wanting to attend the Annual General Meeting personally and not wanting to appoint a proxy to vote on their behalf shall be entitled to cast their votes in writing, by fax or by e-mail by way of absentee voting, provided they have registered in time. This can be done using the form printed on the admission ticket, which is also available online at www.heidelbergcement.com under Investor Relations/Annual General Meeting.

Shareholders should please note that absentee voting is only possible for proposed resolutions presented together with the invitation or later-announced proposals by the Managing Board and/or Supervisory Board pursuant to sec. 124 (3) German Stock Corporation Act or by shareholders pursuant to sec. 124 (1) German Stock Corporation Act, or those made available pursuant to sections 126, 127 German Stock Corporation Act.

The votes cast by way of absentee voting, and using the forms designated for this purpose, must be received by the Company, at the latest, on 3 May 2011, 2400 hrs at our address: HeidelbergCement AG, Abt. GL, Berliner Strasse 6, 69120 Heidelberg, Germany, or by fax: + 49 (0) 6221-481-705 or received by e- mail by the end of the general debate in the Annual General Meeting under agm@heidelbergcement.com. The votes cast by way of absentee voting may be changed or rescinded in writing or by fax to the above address or fax number until 3 May 2011, 2400 hrs at the latest, or until the end of the general debate in the Annual General Meeting by e-mail to the above e-mail address. In all cases, the date of receipt by the Company shall be decisive.

Even after submission of an absentee ballot, shareholders retain the right to take part in the meeting personally or by proxy, in which case the absentee ballot is automatically deemed to be rescinded.

If an absentee ballot is received along with proxy voting authorisation and instructions via the same channel, the submitted absentee ballot is deemed rescinded and the proxy authorisation with instructions treated as definitive. If an absentee ballot and/or proxy authorisation with instructions are received via different channels, the last received is treated as definitive. If no determination can be made as to which of the above is definitive, absentee votes and/or proxy voting authorisations with instructions received in writing shall take precedence over any received by fax or e-mail; absentee votes and/or proxy voting authorisations with instructions received by fax shall take precedence over any received via e-mail.

Shareholders submitting absentee ballots are unable to exercise their other participatory rights as shareholders, such as the right to submit questions or request explanations.

Credit institutions, shareholders' associations and persons equivalent to them pursuant to sec. 135(8) and (10) German Stock Corporation Act, that offer proxy voting services to shareholders as part of their regular business activities may also make use of absentee voting.

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 20 April 2011, 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 4 April 2011, 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, pursuant to sec. 131(1) German Stock Corporation Act, 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.

Heidelberg, March 2011

HeidelbergCement AG

The Managing Board

end of announcement                               euro adhoc
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Further inquiry note:

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

Branche: Construction & Property
ISIN: DE0006047004
WKN: 604700
Index: DAX, 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

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