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, 3 May 2012, at 10.00 a.m. in the Heidelberg
Convention Centre ("Kongresshaus Stadthalle Heidelberg") at
Neckarstaden 24, 69117 Heidelberg, Germany (Please note that the
venue of the Annual General Meeting has changed compared with the
previous year).

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 2011 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 2011 financial year of
HeidelbergCement AG amounts to EUR70,175,043.49. The Managing Board
and Supervisory Board propose:

a) that a dividend in the amount of EUR0.35 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 EUR65,625,000
would be paid for the 187,500,000 no-par value shares carrying
dividend rights for the 2011 financial year; and

b) that the remaining balance sheet profit in the amount of
EUR4,550,043.49 be carried forward.

The dividends are payable on 4 May 2012.

3. Resolution on the approval of the Managing Board's actions
for the 2011 financial year

The Managing Board and Supervisory Board propose that the actions of
the members of the Managing Board for the 2011 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 2011 financial year

The Managing Board and Supervisory Board propose that the actions of
the members of the Supervisory Board for the 2011 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 2012
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 2012 financial year as well as to review the abbreviated accounts
and the interim management report for the first six months of the
2012 financial year, insofar as these are subject to a review by an
auditor.

6. Resolution on an amendment to Article 5(1) of the Articles of
Association to exclude the shareholders´ right to certification of
their shares

To avoid reprinting the expiring dividend and renewal coupons and
incurring the associated costs, the Company intends to declare the
effective share certificates still in circulation made out in the
name of "Heidelberger Zement Aktiengesellschaft" with a nominal
amount of DM 5 per share and all associated dividend and renewal
coupons as invalid and to certify shareholders´ membership rights
exclusively by means of global share certificates in the future. For
this purpose, Article 5(1) of the Company´s Articles of Association
will be amended accordingly.

The Managing Board and Supervisory Board propose that the following
resolution be adopted:

Article 5(1) of the Articles of Association will have the following
wording: "(1) Shareholders shall not have a right to certification of
their shares, provided that this is legally permissible and unless
certification is required under the rules of a stock exchange where
the share is admitted."

To prepare our shareholders for the Annual General Meeting, they will
be informed that, at present, around 15,000 effectively certified
shares - representing less than 0.01% of the share capital - are in
circulation and that Article 5(1) of the Articles of Association
currently reads as follows:

"(1) The Company has the right to issue share certificates embodying
several shares (global share certificates). Shareholders shall not
have a right to certification of individual shares."

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 12 April 2012, 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 26 April 2012, 2400 hrs at the following address:

HeidelbergCement AG
c/o Commerzbank AG
GS-MO 4.1.1 General Meetings
60261 Frankfurt am Main, Germany
Telefax +49 (0) 69/136 26351
E-mail: hv-eintrittskarten@commerzbank.com

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 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.

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 30 April
2012, 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 30 April 2012,
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. 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.

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 30 April 2012, 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 30 April 2012, 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
authorisations and instructions to the proxies of the Company via the
same channel, the submitted absentee ballot is deemed rescinded and
the proxy voting authorisations with instructions to the proxies of
the Company treated as definitive. If an absentee ballot and/or proxy
voting authorisations with instructions to the proxies of the Company
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 to the proxies of the Company received in writing shall
take precedence 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 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 481-13 705 at least 14 days
before the Annual General Meeting, whereby the day of receipt shall
not be counted, i.e. by 2400 hrs on 18 April 2012, 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 is to be sent in writing to the
Managing Board of the Company 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 2 April 2012, 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 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 Relati-ons/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 2012

HeidelbergCement AG

The Managing Board

Further inquiry note:
Andreas Schaller
Telefon: +49 (0) 6221/481-13 227
E-Mail: andreas.schaller@heidelbergcement.com

end of announcement euro adhoc
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issuer: HeidelbergCement AG
Berliner Straße 6
D-69120 Heidelberg
phone: +49(0)6221/481-13 227
FAX: +49(0)6221/481-13 217
mail: info@heidelbergcement.com
WWW: http://www.heidelbergcement.com
sector: Construction & Property
ISIN: DE0006047004
indexes: DAX, CDAX, Classic All Share, HDAX, Prime All Share
stockmarkets: free trade: Hannover, Berlin, Hamburg, regulated dealing: München,
Düsseldorf, Stuttgart, regulated dealing/prime standard: Frankfurt
language: English