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 f