DGAP-AGM: HeidelbergCement AG: Announcement of the Convening of the General Meeting in Heidelberg on 07.05.2014 according to

DGAP-AGM: HeidelbergCement AG: Announcement  of the Convening of the General 
Meeting in Heidelberg on 07.05.2014 according to article 121 AktG (German Stock 
Companies Act) with the objective of Europe-wide distribution

HeidelbergCement AG  / Announcement of the Convening of the General Meeting

26.03.2014 15:05

Announcement according to article 121 AktG (German Stock
Companies Act), transmitted by DGAP - a company of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

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HeidelbergCement AG

Heidelberg

ISIN DE0006047004 / WKN 604700
ISIN DE000A1YDB33 / WKN A1YDB3

Invitation to the Annual General Meeting

We hereby invite our shareholders to attend the Annual General Meeting on
Wednesday, 7 May 2014, at 1000 hrs a.m. in the Heidelberg Convention Centre
("Kongresshaus Stadthalle Heidelberg") at Neckarstaden 24, 69117
Heidelberg, Germany.

Agenda

1. Submission of the adopted annual financial statements, the approved
consolidated financial statements of the Group, as well as the combined
management report of HeidelbergCement AG and HeidelbergCement Group, the
explanatory report on the statements according to sec. 289(4) and (5), sec.
315(4) German Commercial Code for the 2013 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 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 2013 financial year of HeidelbergCement AG
amounts to EUR130,280,382.14. The Managing Board and Supervisory Board
propose:

a) that a dividend in the amount of EUR0.60 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 EUR112,500,000 would be paid for
the 187,500,000 no-par value shares carrying dividend rights for the 2013
financial year; and

b)  that the remaining balance sheet profit in the amount of
EUR17,780,382.14 be carried forward.

The dividends are payable on 8 May 2014.

3. Resolution on the approval of the Managing Board's actions for the 2013
financial year

The Managing Board and Supervisory Board propose that the actions of the
members of the Managing Board for the 2013 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
2013 financial year

The Managing Board and Supervisory Board propose that the actions of the
members of the Supervisory Board for the 2013 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 2014 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 2014 financial year as well as to review
the abbreviated accounts and the interim management report for the first
six months of the 2014 financial year, insofar as these are subject to a
review by an auditor.

6. Election of Supervisory Board members

The term of office of all current members of the Supervisory Board will
expire at the end of the Annual General Meeting on 7 May 2014. 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, the
Supervisory Board is composed of six members to be elected by the Annual
General Meeting and another six members to be elected by the employees. The
election shall be for a term as of the close of this Annual General Meeting
and until the close of the Annual General Meeting resolving on the formal
approval of the actions of the Supervisory Board for the 2018 financial
year. Election nominations are not binding upon the Annual General Meeting.

The Supervisory Board proposes - whereby adopting the proposal of the same
wording by its Nomination Committee - to the Annual General Meeting for
election to the Supervisory Board as shareholder representatives the
following individuals:

The following indications adjacent to the other mandates held by the
candidates shall have the following meaning pursuant to sec. 125(1)
sentence 5 German Stock Corporation Act:

a): Membership in other statutory required supervisory boards of domestic
companies

b): Membership in comparable domestic and foreign supervisory committees of
commercial enterprises

Fritz-Jürgen Heckmann 
Stuttgart
Business Lawyer

Statements pursuant to sec. 125(1) sentence 5 German Stock Corporation Act
about other mandates held:
a) Paul Hartmann AG, Heidenheim (Chairman)
Wieland-Werke AG, Ulm (Chairman)
b) HERMA Holding GmbH + Co. KG, Filderstadt (Chairman)
Neue Pressegesellschaft mbH & Co. KG, Ulm
Süddeutscher Verlag GmbH, Munich
Südwestdeutsche Medien Holding GmbH, Stuttgart 
URACA GmbH & Co. KG, Bad Urach (Chairman)

Statements to point 5.4.1 (4-6) of the German Corporate Governance Code:

According to the assessment of the Supervisory Board, no personal or
business relationship within the meaning of point 5.4.2 of the German
Corporate Governance Code exists between Mr Heckmann and the companies of
the HeidelbergCement Group, the corporate bodies of HeidelbergCement AG,
and Mr Ludwig Merckle, a shareholder holding a material interest in
HeidelbergCement AG.

Ludwig Merckle 
Ulm
Managing Director of Merckle Service GmbH

Statements pursuant to sec. 125(1) sentence 5 German Stock Corporation Act
about other mandates held:
a) Kässbohrer Geländefahrzeug AG, Laupheim (Chairman)
MCS Software und Systeme AG, Eltville (Chairman)
 VEM Vermögensverwaltung AG, Zossen (Chairman)
 b) MerFam AG, Switzerland (Chairman)
  PHOENIX Pharmahandel GmbH & Co. KG, Mannheim

Statements to point 5.4.1(4-6) of the German Corporate Governance Code:

According to the notifications available, Mr Ludwig Merckle directly and
indirectly holds 25.11% of the issued shares in HeidelbergCement AG and is
thus considered a shareholder holding a material interest in
HeidelbergCement AG. Mr Ludwig Merckle is the brother of Mr Tobias Merckle.
According to the assessment of the Supervisory Board, Mr Ludwig Merckle has
no further personal or business relationships with the Group or the
corporate bodies of the Company within the meaning of point 5.4.2 of the
German Corporate Governance Code.

Tobias Merckle 
Leonberg 
Managing Director of the association Seehaus e.V. 

Statements to point 5.4.1(4-6) of the German Corporate Governance Code:

Mr Tobias Merckle is the brother of Mr Ludwig Merckle. Mr Tobias Merckle
has no further personal or business relationships with the Group or the
corporate bodies of the Company within the meaning of point 5.4.2 of the
German Corporate Governance Code.

Alan Murray
Naples/USA
Former member of the Managing Board of HeidelbergCement AG

Statements pursuant to sec. 125(1) sentence 5 German Stock Corporation Act
about other mandates held:
b) Hanson Pension Trustees Limited, trustee of the Hanson No 2 Pension
Scheme, UK
Wolseley plc, Jersey, Channel Islands

Statements to point 5.4.1(4-6) of the German Corporate Governance Code:

Mr Murray was a member of the Managing Board of HeidelbergCement AG for the
period from 1 October 2007 to 31 December 2008. For many years prior to
that, he had been the Chief Executive of Hanson PLC, which has belonged to
the HeidelbergCement Group since 2007. According to the assessment of the
Supervisory Board, no personal or business relationship within the meaning
of point 5.4.2 of the German Corporate Governance Code exists between Mr
Murray and the companies of the HeidelbergCement Group, the corporate
bodies of HeidelbergCement AG, and Mr Ludwig Merckle, a shareholder holding
a material interest in HeidelbergCement AG.

 Dr. Jürgen M. Schneider
Weinheim
Former Chief Financial Officer of Bilfinger SE and since 2010 Dean of the
Business School of the University of Mannheim

Statements pursuant to sec. 125(1) sentence 5 German Stock Corporation Act
about other mandates held:

b) DACHSER GmbH & Co. KG, Kempten (Chairman)
Heberger GmbH, Schifferstadt (Chairman)
  
Statements to point 5.4.1(4-6) of the German Corporate Governance Code:

According to the assessment of the Supervisory Board, no personal or
business relationship within the meaning of point 5.4.2 of the German
Corporate Governance Code exists between Dr. Schneider and the companies of
the HeidelbergCement Group, the corporate bodies of HeidelbergCement AG,
and Mr Ludwig Merckle, a shareholder holding a material interest in
HeidelbergCement AG. There are also no such relationships with universities
or scientific institutions in which Dr. Schneider holds a leading position.

 
Univ.-Prof. Dr. Marion Weissenberger-Eibl
Karlsruhe 
Head of the Fraunhofer Institute for Systems and Innovation Research ISI,
Karlsruhe; she also holds the Chair of Innovation and TechnologyManagement
(iTM) at the Karlsruhe Institute of Technology (KIT)

Statements pursuant to sec. 125(1) sentence 5 German Stock Corporation Act
about other mandates held:

 a) MTU Aero Engines AG, Munich

b) Deputy member of the Board of Trustees of Steinbeis-Stiftung für
Wirtschaftsförderung (StW), Stuttgart

 Statements to point 5.4.1(4-6) of the German Corporate Governance Code:

According to the assessment of the Supervisory Board, no personal or
business relationship within the meaning of point 5.4.2 of the German
Corporate Governance Code exists between Univ.-Prof. Dr. Marion
Weissenberger-Eibl and the companies of the HeidelbergCement Group, the
corporate bodies of HeidelbergCement AG, and Mr Ludwig Merckle, a
shareholder holding a material interest in HeidelbergCement AG. A research
contract for a limited time exists between the Karlsruhe Institute of
Technology, Karlsruhe, and the Company, by means of which the Company is a
member of a "networked knowledge" work group. The contractually agreed
remuneration amounts to EUR4,000.00.

Further information to shareholders:

It is intended that the members of the Supervisory Board will be elected on
an individual basis (point 5.4.3 of the German Corporate Governance Code).

The present proposals for the election take into account the diversity
goals in accordance with point 5.4.1 of the German Corporate Governance
Code, which were specified by the Supervisory Board in June 2012.

It is intended that in the event of his election, Mr Fritz-Jürgen Heckmann
will be proposed to the members of the Supervisory Board as a candidate for
Chairman of the Supervisory Board. (point 5.4.3 of the German Corporate
Governance Code).

Short CVs of the proposed candidates may be viewed on the Internet at
www.heidelbergcement.com on the Investor Relations/Annual General Meeting
page.

7. Resolution on the approval of the remuneration system for Managing Board
members, as changed with effect from 1 January 2014 ("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 (section
120(4) German Stock Corporation Act). This right is again to be exercised.

On 5 May 2011 the Annual General Meeting, by a large majority the Managing
Board, approved the remuneration system previously in effect. In its
meeting on 22 November 2013, the Supervisory Board adopted a change to this
remuneration system. It shall therefore be presented again this year to the
Annual General Meeting  for approval.

The modified system will retain the fundamental system for the composition
of Managing Board remuneration previously in effect. The changes to the
Managing Board remuneration system that took effect on 1 January 2014 can
be summarised in that within the system of total remuneration the variable
portion of remuneration, particularly the long-term bonus, is given greater
weight relative to the fixed remuneration portion, and that all variable
remuneration elements are subject to a cap.

The remuneration system for the members of the Managing Board of the
Company is explicitly outlined in the remuneration report being part of the
section "Current Managing Board remuneration system 2013". The changes that
took effect on 1 January 2014 and which were approved by the Supervisory
Board on 22 November 2013, are shown in the remuneration report in the
section "Further development of the Managing Board remuneration system as
of 1 January 2014". The resolution proposed under this agenda item refers
to this section.

The remuneration report is part of the Corporate Governance chapter in the
2013 Annual Report, which forms part part of the documents and is submitted
under the first item of this year's agenda and can be viewed on the
Internet at www.heidelbergcement.com on the Investor Relations/Annual
General Meeting page. The 2013 Annual Report will also be accessible in the
Annual General Meeting.

 The Managing Board and Supervisory Board propose that the remuneration
system for Managing Board members valid from 1 January 2014 be approved.

8. Resolution on the approval for the expansion and amendment of an
existing control and profit and loss transfer agreement

 On 1 March 2002, the Company and its wholly-owned subsidiary,
HeidelbergCement International Holding GmbH, entered into a profit and loss
transfer agreement which was approved by the Annual General Meeting on 7
May 2002. At the time of conclusion of the agreement, the legal name of
HeidelbergCement AG was Heidelberger Zement Aktiengesellschaft and the
legal name of HeidelbergCement International Holding GmbH was Heidelberger
Zement International Holding GmbH. On 12 June 2002, the profit and loss
transfer agreement was registered with the Commercial Register of
HeidelbergCement International Holding GmbH.

In order to substantiate a controlling relationship and to accommodate a
change in corporation tax law, while simultaneously eliminating an
uncertainty under tax law, the profit and loss transfer agreement is to be
expanded and amended. The Company and HeidelbergCement International
Holding GmbH therefore concluded an amendment agreement to the profit and
loss transfer agreement on 5 February 2014. According to the amendment
agreement, the Company is granted direct authority over the Management of
HeidelbergCement International Holding GmbH. HeidelbergCement International
Holding GmbH must, as it has been the case to date, transfer any net profit
in its entirety to the Company. The Company continues to be obligated to
compensate any annual loss of HeidelbergCement International Holding GmbH
in accordance with the respective current version of sec. 302 German Stock
Company Act. Due to a lack of third party shareholders in HeidelbergCement
International Holding GmbH, neither adjustment payments nor severance
bonuses have to be paid by the Company. The general meeting of
HeidelbergCement International Holding GmbH agreed to the contract
amendment in notarized form on 11 February 2014.

The Managing Board and Supervisory Board propose that the amended
controland profit and loss transfer agreement between HeidelbergCement AG
and HeidelbergCement International Holding GmbH dated 5 February 2014 be
approved.

The content of the control and profit and loss transfer agreement as
amended on 5 February 2014 is shown below, wherein changes and additions
are underlined, and deleted passages are in square brackets and
additionally in italics:

"Control and Profit and Loss Transfer Agreement

between  HeidelbergCement AG
(formerly Heidelberger Zement Aktiengesellschaft)
   Berliner Strasse 6, 69120 Heidelberg

   - hereinafter called "HZ" -

and   HeidelbergCement International Holding GmbH
(formerly Heidelberger Zement International Holding GmbH)
   Berliner Strasse 6, 69120 Heidelberg

   - hereinafter called "HZI" -

Preamble:

HZ, entered in the Commercial Register at the District Court [Heidelberg]
Mannheim under HRB 330082, is the sole shareholder of HZI, entered in the
Commercial Register at the District Court [Heidelberg] Mannheim under HRB
334775.To continue the previously existing intercompany trade tax
relationship, the parties are entering into the following control and
profit and loss transfer agreement:

1. Administration and authorisation to issue instructions

 HZI is under the administration of HZ. HZ is therefore entitled to give
direct instructions to the Management of HZI regarding the management of
the company. Accordingly, HZI agrees to follow the instructions of HZ. The
management and representation of HZI continue to be the responsibility of
the Management of HZI.

[1]2. Profit transfer

[1]2.1 Effective 1 January 2002, HZI agrees to transfer its entire profit
to HZ, so that HZI will have no separate operating income. The annual
profit achieved before the profit transfer - in accordance with sec. 301
German Stock Corporation Act as amended - will be transferred, subject to
the establishment or reversal of reserves pursuant to item [1]2.2.

[1]2.2 HZI is authorised, with the consent of HZ, to allocate amounts from
the annual profit to other revenue reserves to the extent allowed pursuant
to commercial law and in accordance with reasonable business practices.
Free reserves (other revenue reserves according to sec. 272(3) German
Commercial Code and capital reserves from additions according to sec.
272(2), no. 4 German Commercial Code) established during the term of this
agreement must be reversed at the request of HZ and used to compensate an
annual loss or be transferred as a profit. Any amounts from the reversal of
free reserves according to sentence 2 that were established before 1
January 2002 are exempt from the transfer.

[2]3. Transfer of loss

[2.1 Pursuant to the provisions of sec. 302(1) and (3) German Stock
Corporation Act, HZ is obligated to compensate any annual loss of HZI
during the term of the agreement to the extent that it is not compensated
by removing amounts allocated to free reserves during the term of the
agreement.]

[2.2 The parties agree not to waive or settle the right to compensate
losses for a period of three years after the entry of the termination of
this agreement in the Commercial Register is deemed to have been announced
pursuant to sec. 10 German Commercial Code.]

The provisions of sec. 302 German Stock Corporation Act in its respective
current version apply accordingly.

[3]4. Protection of third party shareholders

 HZ is the sole shareholder of HZI. Therefore, no provisions are required
for the protection of third party shareholders of HZI.

[4]5. Effective date and term of the agreement

[4]5.1 This agreement is subject to the consent of the Annual General
Meeting of HZ and the Shareholders' Meeting of HZI. It will go into effect
at the time  it is entered into the Commercial Register of HZI,
retroactively as of 1 January 2002. The amendments to this agreement are
subject to the consent of the Annual General Meeting of HZ and the
Shareholders' Meeting of HZI; they will go into effect at the time they are
entered into the Commercial Register of HZI, retroactively as of 1 January
2014 with the exception of item 1. [If consent is not received by 31
December 2002, the agreement will become invalid].

[4]5.2 The agreement can be cancelled in writing for the first time by
either party as of the end of 31 December 2006, subject to a 6-month
cancellation notice. Otherwise the agreement will be automatically renewed
every year for one calendar year, subject to the same cancellation notice.

[5]6. Final provisions

[5]6.1 Any revisions and amendments to this agreement must be in writing.

[5]6.2. No side agreements exist.

[5]6.3 Should individual provisions of this agreement be wholly or
partially invalid or void, this will not affect the validity of the other
provisions of the agreement. The shareholders undertake to replace the
invalid provision by a provision that comes as close as possible to the
economic and legal purpose of the original provision. The same applies if a
loophole becomes apparent in the implementation of the agreement. Insofar
as no provision is agreed in this agreement, the legal provisions shall
additionally apply."

***

 Available documents

In addition to the above control and profit and loss transfer agreement,
the annual financial statements and the management reports of the
contracting companies for the preceding three financial years as well as
the joint report by the Managing Board of HeidelbergCement AG and the
Management of HeidelbergCement International Holding GmbH according to sec.
293a German Stock Corporation Act may be viewed on the Internet at
www.heidelbergcement.com on the Investor Relations/Annual General Meeting
page as from the date on which the Annual General Meeting is convened.

***

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 16 April 2014,
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 30
April 2014, 2400 hrs at the following address:

HeidelbergCement AG
c/o Deutsche Bank AG
Securities Production
General Meetings
PO Box 20 01 07
60605 Frankfurt am Main, Germany

Telefax: +49 (0)69 12012-86045
E-mail: wp.hv@db-is.com

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. A registration for the Annual General Meeting will not block
the shares 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 effect 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 kindly 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, an admission ticket for attending the
Annual General Meeting from their depositary institution. In such cases,
the depositary institution will handle the registration and proof of
shareholding. Please note that admission tickets are only used for
organisational purposes and do not constitute additional conditions of
attendance.

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. Also in this case shareholders, proxies, credit institutions or
shareholders' associations must register in due time for the Annual General
Meeting and 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 granting of the power of
attorney, its revocation and the proof of authorisation must be sent to us
at our address: HeidelbergCement AG, Abt. GL, Berliner Strasse 6, 69120
Heidelberg, Germany, or by fax: + 49 (0) 6221-481-13 705 or via e-mail to
the e-mail address: agm@heidelbergcement.com. For this purpose, on the day
of the Annual General Meeting, the entrance and exit control to the meeting
in the Heidelberg Convention Centre ("Kongresshaus Stadthalle Heidelberg")
at Neckarstaden 24, 69117 Heidelberg, will also be available from 9:00 a.m.

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.

Voting by proxies of the Company

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. 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 2 May
2014, 2400 hrs at our address: HeidelbergCement AG, Abt. GL, Berliner
Strasse 6, 69120 Heidelberg, Germany, or by fax: + 49 (0) 6221-481-13 705
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 2 May 2014, 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.

On the day of the Annual General Meeting, powers of attorney and
instructions to the proxies of the Company can also be given, amended or
revoked from 9:00 a.m. on at the entrance and exit control to the meeting
in the Heidelberg Convention Centre ("Kongresshaus Stadthalle Heidelberg")
at Neckarstaden 24, 69117 Heidelberg,

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 or a corresponding form
which is available online at www.heidelbergcement.com under Investor
Relations/Annual General Meeting.

We kindly ask our shareholders to 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 have to use the forms designated
for this purpose and must be received by the Company, at the latest, on 2
May 2014, 2400 hrs at our address: HeidelbergCement AG, Abt. GL, Berliner
Strasse 6, 69120 Heidelberg, Germany, or by fax: + 49 (0) 6221-481-13 705
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 2 May 2014, 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 vote, shareholders retain the right to
take part in the meeting personally or by proxy, in which case the absentee
vote is automatically deemed to be rescinded.

If an absentee vote is received along with proxy voting authorisations with
instructions to the proxies of the Company via the same channel, the
submitted absentee vote is deemed to be cancelled and the proxy voting
authorisations with instructions to the proxies of the Company treated
prevail. If an absentee vote and/or proxy voting authorisations with
instructions to the proxies of the Company are received via different
channels, the last received prevails. If no determination can be made as to
which of the above is overriding, absentee votes and/or proxy voting
authorisations with instructions to the proxies of the Company received in
writing shall prevail over any received by fax or e-mail; absentee votes
and/or proxy voting authorisations with instructions to the proxies of the
Company received by fax shall prevail over any received via e-mail.

Shareholders submitting absentee votes are unable to exercise their other
participatory rights as shareholders, such as the right to submit questions
or motions 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 481-13
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 22 April 2014, 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

In accordance with sec. 122(2) German Stock Corporation Act shareholders
with shares corresponding to a part of the share capital equal to
EUR500,000 - i.e. 166,667 shares - can request that items be added to the
agenda and announced. Each new item must be accompanied by a statement of
reason or a proposal. The request is to be sent in writing to the Managing
Board of the Company and must reach the Company no later than 30 days
before the meeting, not counting the date of delivery. The last possible
date for delivery is therefore 6 April 2014, 2400 hrs. Please send any such
requests to the following address: HeidelbergCement AG, Vorstand, Berliner
Strasse 6, 69120 Heidelberg, Germany. Further details as to the
requirements for exercise of said right and its limits may be viewed 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 upon
request be provided with information pursuant to sec. 131(1) German Stock
Corporation Act, 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. As a general principle,
requests for information at the Annual General Meeting are 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".

Publications on the Company's website

The publications 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, 187,916,477
no-par value shares out of the total of 187,916,477 no-par value shares
issued are entitled 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 2014

HeidelbergCement AG

The Managing Board

This is a convenience translation of the German invitation to the Annual
General Meeting. Only the German version of this document is legally
binding.


26.03.2014 DGAP's Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de

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Language:     English
Company:      HeidelbergCement AG
              Berliner Straße 6
              69120 Heidelberg
              Germany
Phone:        +49 (0)6221 481-0
Fax:          +49 (0)6221 481-13217
E-mail:       info@heidelbergcement.com
Internet:     www.heidelbergcement.com
ISIN:         DE0006047004
WKN:          604700
Listed:       Regulierter Markt in Düsseldorf, Frankfurt (Prime Standard),
              München, Stuttgart; Freiverkehr in Berlin, Hamburg, Hannover
 
End of Announcement                             DGAP News-Service
 
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