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.  ---------------------------------------------------------------------------  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  ---------------------------------------------------------------------------   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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