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 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".

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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ots Originaltext: HeidelbergCement AG
Im Internet recherchierbar: http://www.presseportal.de

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