EANS-General Meeting: HeidelbergCement AG / Announcement convening the general meeting

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HeidelbergCement AG

Heidelberg

ISIN DE0006047004 / WKN 604700

Invitation to the Annual General Meeting

We hereby invite our shareholders to attend the Annual General
Meeting on Wednesday, 8 May 2013, at 10.00 a.m. in the Heidelberg
Convention Centre ("Kongresshaus Stadthalle Heidelberg") at
Neckarstaden 24, 69117 Heidelberg, Germany.

Agenda

1. Submission of the adopted annual accounts, the approved Group
annual accounts, as well as the combined report to the shareholders
for HeidelbergCement AG and the Group, the explanatory report on the
statements according to sec. 289(4) and (5), sec. 315(4) German
Commercial Code for the 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 2012 financial year of
HeidelbergCement AG amounts to EUR94,182,287.55. The Managing Board
and Supervisory Board propose:

a) that a dividend in the amount of EUR0.47 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 EUR88,125,000
would be paid for the 187,500,000 no-par value shares carrying
dividend rights for the 2012 financial year; and

b) that the remaining balance sheet profit in the amount of
EUR6,057,287.55 be carried forward.

The dividends are payable on 9 May 2013.

3. Resolution on the approval of the Managing Board's actions
for the 2012 financial year

The Managing Board and Supervisory Board propose that the actions of
the members of the Managing Board for the 2012 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 2012 financial year

The Managing Board and Supervisory Board propose that the actions of
the members of the Supervisory Board for the 2012 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 2013
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 2013 financial year as well as to review the abbreviated accounts
and the interim management report for the first six months of the
2013 financial year, insofar as these are subject to a review by an
auditor.

6. Revocation of the existing and granting of a new
authorisation to issue warrant bonds or convertible bonds, profit
participation rights or participating bonds and to exclude the
subscription right in respect of such warrant bonds or convertible
bonds, profit participation rights or participating bonds, as well as
the revocation of the Conditional Capital 2009 and the creation of a
new Conditional Capital 2013 and the corresponding amendment of the
Articles of Association

The authorisation to issue warrant bonds or convertible bonds, profit
participation rights or participating bonds resolved at the Annual
General Meeting of 7 May 2009 contains rules for determining the
option or conversion price, which rules were laid down in view of now
out-dated case law and leave little room for manoeuvre when it comes
to the basic form of the bonds. Since the legislator has now given
companies more room for manoeuvre, the authorisation resolved by the
Annual General Meeting on 7 May 2009 is to be replaced by a new
authorisation to issue warrant bonds or convertible bonds, profit
participation rights or participating bonds which is more in line
with the new legal provisions and which allows the Company greater
flexibility. Since no use has been made of the authorisation granted
by the Annual General Meeting on 7 May 2009, the Conditional Capital
2009 provided for in Article 4(4) of the Articles of Association is
no longer needed in this form and is to be replaced by new
Conditional Capital 2013 with a slightly reduced volume.

A. Authorisation to issue warrant bonds or convertible bonds,
profit participation rights or participating bonds and to exclude the
subscription right in respect of such warrant bonds or convertible
bonds, profit participation rights or participating bonds against
cash contributions

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

The authorisation to issue warrant bonds or convertible bonds, profit
participation rights or participating bonds granted on 7 May 2009 is
revoked and the Managing Board is authorised, subject to the approval
of the Supervisory Board, to issue, until 7 May 2018, once or several
times, bearer or registered warrant bonds or convertible bonds,
profit participation rights or participating bonds or a combination
of these instruments (collectively the "Bonds") up to a total nominal
amount of EUR3,000,000,000, and to grant option rights to or impose
obligations on the holders or creditors of the warrant bonds or
participation rights or option rights under the participating bonds,
and/or conversion rights to or obligations on the holders or
creditors of convertible bonds or convertible participation rights or
convertible participating bonds, relating to no-par bearer shares in
the Company representing an aggregate pro rata amount in the share
capital of up to EUR168,000,000, subject to the terms and conditions
of the warrant or convertible bonds. The Bonds shall be issued
against cash contributions.

In addition to euros, the Bonds may also be issued in the valid
currency of an OECD country, up to an amount corresponding to the
euro value of the aforesaid total nominal amount. The Bonds may also
be issued by a Group company of the Company within the meaning of
sec. 18 German Stock Corporation Act, in which the Company directly
or indirectly holds an interest of at least 90%. In such case, the
Managing Board is authorised, subject to the approval of the
Supervisory Board, to assume a guarantee on behalf of the Company for
such Bonds, and to grant to, or to impose upon, the holders or
creditors of warrant or convertible bonds, option or convertible
participation rights and option or convertible participating bonds,
as the case may be, option and conversion rights or obligations, in
each case relating to no-par bearer shares in the Company.

To the extent that the shareholders are not allowed to directly
subscribe for the Bonds, the shareholders shall be granted the
statutory subscription right such that the Bonds shall be offered by
a credit institution or a syndicate of credit institutions subject to
the obligation to offer the Bonds to the shareholders for
subscription. If Bonds are issued by a Group company of the Company
within the meaning of sec. 18 German Stock Corporation Act, in which
the Company holds a direct or indirect interest of at least 90%, the
Company shall ensure its shareholders are granted the statutory
subscription right in accordance with the preceding sentence.

However, the Managing Board is authorised, subject to the approval of
the Supervisory Board, to exclude from the shareholders' subscription
right any fractional amounts resulting from the subscription ratio
and to also exclude the subscription right to such extent as may be
necessary in order to be able to grant to the holders or creditors of
option or conversion rights or obligations already issued, at an
earlier point in time, subscription rights on a scale to which they
would be entitled after exercising their conversion or option rights
or after performance of their conversion obligations.

The Managing Board is further authorised, subject to the approval of
the Supervisory Board, to completely exclude the subscription right
of the shareholders regarding Bonds with option or conversion rights
or obligations, if the Managing Board, upon due review, determines
that the issue price of the Bonds is not significantly below the
theoretical market value of the bond, as determined in accordance
with generally accepted - in particular, financial - calculation
methods. The authorisation to exclude the subscription right only
applies to Bonds issued with option or conversion rights or
obligations relating to shares representing an aggregate pro rata
share in the share capital of no more than 10%, whether at the time
of coming into effect or - if such value is lower - at the time of
exercise of the present authorisation. New no-par value shares issued
from an authorised capital subject to the exclusion of the
subscription right pursuant to sec. 186(3) sentence 4 German Stock
Corporation Act during the term of this authorisation until the issue
of Bonds with option or conversion rights or obligations without the
subscription right pursuant to sec. 186(3) sentence 4 German Stock
Corporation Act are also to be counted towards the aforesaid 10%
limit. Moreover, treasury shares that are sold subject to the
exclusion of the subscription right on the basis of an authorisation
pursuant to sections 71(1) no. 8, 186(3) sentence 4 German Stock
Corporation Act and following the adoption of a resolution on the
present authorisation must also be counted towards this limit.

To the extent that profit participation rights or participating bonds
are issued without conversion rights/obligations or option
rights/obligations, the Managing Board is authorised, subject to the
approval of the Supervisory Board, to exclude the subscription right
of the shareholders as a whole, if such profit participation rights
or participating bonds have obligation-like features, i.e. if no
membership rights in the Company and no share in the liquidation
proceeds are granted thereunder and if the payable interest is not
calculated by reference to the profit for the financial year, the
balance sheet profit or the dividend. Furthermore, in such case, the
interest and the issue price of the profit participation rights or
the participating bonds must accord with the market conditions
prevailing at the time of issue.

Where warrant bonds are issued, one or more warrants shall be
attached to each partial bond granting to the holder or creditor the
right to subscribe for no-par value bearer shares of the Company
subject to the warrant bonds terms and conditions to be determined by
the Managing Board. The terms and conditions of warrant bonds issued
by the Company may provide that the option price can also be paid by
transfer of partial bonds and, if applicable, additional cash
payment. The pro rata amount of the share capital represented by the
shares to be subscribed for under each partial bond must not exceed
the nominal amount of the partial bond. To the extent that fractions
of shares arise it may be provided that these fractions be
consolidated into full shares for subscription pursuant to the terms
and conditions of the options and/or bonds, if applicable, against
additional payment. The same applies accordingly if warrants are
attached to a profit participation right or a participating bond.

Where convertible bonds are issued, the holders or creditors are
granted the right to convert their bonds into no-par value bearer
shares of the Company pursuant to the terms and conditions of the
convertible bonds to be determined by the Managing Board. The Company
may opt not to grant a conversion right to the holders or creditors,
if the German Stock Corporation Act permits to do so at the time of
use of the authorisation. The conversion ratio is determined by
dividing the nominal amount - or the issue price below the nominal
amount - of the partial bond by the conversion price determined for
one share in the Company, and may be rounded up or down; furthermore,
an additional payment in cash and a consolidation of, or a
compensation for, any non-convertible fractions may be determined.
The nominal amount/pro rata amount of the share capital represented
by the shares to be subscribed for under each partial bond must not
exceed the nominal amount of the convertible bond. The same applies
accordingly if the conversion right relates to a profit participation
right or a participating bond.

Where Bonds are issued which provide for an option or conversion
right or an option or conversion obligation, the relevant option or
conversion price to be determined for a share, even given a variable
exchange/conversion rate, must equal 80% of the volume-weighted
average price of the shares of the Company in XETRA (or a
corresponding successor system) on the Frankfurt stock exchange, on
the last 3 days of stock exchange trading prior to the resolution by
the Managing Board on the issuance of the bond, or where shareholders
are entitled to subscription rights to the bond, in the closing
auction during the days on which subscription rights to the bond are
traded in XETRA (or a corresponding successor system) on the
Frankfurt stock exchange, with the exception of the last two days of
subscription rights trading.

Notwithstanding the provisions in sec. 9(1) German Stock Corporation
Act, the option or conversion price in respect of Bonds with option
or conversion rights or obligations may be adjusted in a
value-preserving manner (wertwahrend) in case of economic dilution of
the value of the option or conversion rights or obligations, as
provided in the relevant terms of the respective Bonds, unless such
adjustment is already regulated under applicable law and a
subscription right is granted to the holders or creditors of option
or conversion rights on a scale to which they would be entitled after
exercising their conversion or option rights. The terms and
conditions of the Bonds may provide for further adjustments of the
option and/or conversion rights or obligations, or of the option
and/or conversion price, in case of a capital reduction or other
extraordinary measures or events (e.g. acquisition of control by
third parties).

The terms and conditions of the Bonds may provide that, in case of
conversion or exercise of the option, the Company is entitled,
instead of granting new no-par value shares, to pay an amount in cash
equivalent to the volume-weighted average price of the amount of
shares of the Company otherwise to be delivered, as such price is
quoted in XETRA (or in a corresponding successor system) on the
Frankfurt Stock Exchange during the 10 trading days following the
notice of conversion or exercise of the option. In the event that the
Company announces its decision to exercise the right to payment of an
amount in cash upon conversion or exercise of the option, the
aforementioned period of 10 trading days shall not start until 3
trading days after the announcement of the cash payment of the
Company. The terms and conditions of the bonds may also provide that
the warrant bonds and/or convertible bonds may, instead of being
converted into new no-par value shares out of conditional capital, be
converted, at the option of the Company, into already existing no-par
value shares of the Company or shares of another listed company, or
that the option right or the option obligation may be satisfied by
delivery of such shares.

The terms and conditions of the Bonds may also provide for (i) a
conversion obligation or an option obligation as of the maturity date
(or as of any other point in time which can also be determined by a
future event, uncertain at the time of issuance of the Bonds) or for
(ii) the right of the Company, upon maturity of Bonds with option or
conversion rights (including maturity due to termination), to grant
to the holders or creditors of the Bonds no-par value shares in the
Company or in another listed company in lieu of payment of the amount
due (or parts thereof). In such cases the option or conversion price
- in deviation from the foregoing rule concerning the conversion
price upon the exercise of a conversion right - shall equal at least
the volume-weighted average price of the share of the Company or
another company listed in XETRA (or a corresponding successor system)
on the Frankfurt stock exchange during a reference period of 10 to 20
days prior to the maturity date or any other specified point in time,
as defined in the terms and conditions of the Bonds, even if such
average price is below the above minimum price (80%). The pro rata
amount of the share capital represented by the shares to be issued
upon exercise of the option and/or conversion must not exceed the
nominal amount of the Bonds. Sec. 9(1) in conjunction with sec.
199(2) German Stock Corporation Act are to be observed.

The Managing Board is authorised, subject to the approval of the
Supervisory Board, to determine all further details regarding the
issuance and the features of the Bonds, including without limitation,
interest rates, issue price, term to maturity and denomination,
anti-dilution provisions and the applicable option and conversion
periods, and/or where applicable, to determine such details in
consultation with the relevant bodies of the Group company of the
Company issuing the warrant bonds or convertible bonds.

B. Creation of a Conditional Capital 2013, revocation of the
existing authorisation to issue warrant bonds or convertible bonds,
profit participation rights or participating bonds and the
Conditional Capital 2009 as well as the corresponding amendment of
the Articles of Association

The Managing Board and Supervisory Board propose that the following
resolution be adopted: a) Creation of a new conditional capital

The share capital is conditionally increased by an additional amount
of up to EUR168,000,000, divided into up to 56,000,000 new no-par
value bearer shares (Conditional Capital 2013). The conditional
capital increase serves the purpose of granting no-par value bearer
shares upon the exercise of option or conversion rights (or upon
fulfilment of corresponding option/conversion obligations), or upon
exercise of the Company's right to grant, in lieu of payment of the
amount in cash due (or parts thereof), shares of the Company to the
holders or creditors of warrant bonds or convertible bonds, profit
participation rights or participating bonds (or combinations of these
instruments) issued on the basis of the authorisation resolved by the
Annual General Meeting of 8 May 2013 under item 6 A. until 7 May 2018
by the Company or by a Group company of the Company within the
meaning of sec. 18 German Stock Corporation Act in which the Company
directly or indirectly holds an interest of at least 90%. The new
shares are issued at the option or conversion price, as the case may
be, which corresponds to the specifications of this authorisation.

The conditional capital increase is only to be implemented to the
extent that option or conversion rights are exercised, or holders or
creditors of bonds subject to the obligation to exercise the option
or to convert their bonds comply with such obligation, or to the
extent that the Company exercises its right to grant shares of the
Company in lieu of payment of the amount in cash due (or parts
thereof), and unless cash settlement has been accepted or own shares
or shares of another listed company are used for performance
purposes. The new shares issued are entitled to dividends as of the
beginning of the financial year in which they are created. As far as
legally permissible, the Managing Board may determine, subject to the
approval of the Supervisory Board, a dividend entitlement of new
shares deviating from the provisions set forth in sec. 60(2) German
Stock Corporation Act.

The Managing Board is authorised, subject to the approval of the
Supervisory Board, to determine all further details regarding the
implementation of the conditional capital increase.

b) Revocation of the existing authorisation to issue warrant
bonds or convertible bonds, profit participation rights or
participating bonds and the Conditional Capital 2009 as well as the
amendment of the Articles of Association

The authorisation to issue warrant bonds or convertible bonds, profit
participation rights or participating bonds resolved by the Annual
General Meeting of 7 May 2009 under item 7 A. and B. and the
Conditional Capital 2009 governed by Article 4(4) of the Articles of
Association are to be revoked upon taking effect of the new
Conditional Capital 2013, and Article 4(4) of the Articles of
Association is to be restated as follows:

"(4) The share capital shall be conditionally increased by an additional
amount of up to EUR168,000,000, divided into up to 56,000,000 new no-par value
bearer shares (Conditional Capital 2013). The conditional capital increase shall
only be implemented to the extent that the holders or creditors of option or
conversion rights, and/or the holders or creditors subject to the obligation to
exercise the options or to convert their bonds, under warrant bonds or
convertible bonds, profit participation rights or participating bonds issued or
guaranteed by the Company or a Group company of the Company within the meaning
of sec. 18 German Stock Corporation Act, in which the Company holds an interest
of at least 90%, until 7 May 2018 on the basis of the authorisation resolved by
the Annual General Meeting of 8 May 2013 under item 6 A., exercise such rights
and/or comply with such obligations, or to the extent that the Company exercises
its right to grant shares of the Company in lieu of payment of the amount in
cash due (or parts thereof), and unless cash settlement has been accepted or own
shares or shares of another listed company are used for performance purposes.
The new shares shall be issued at the option or conversion price, as the case
may be, which corresponds to the specifications of this authorisation.
The new shares shall be entitled to dividends as of the beginning of the
financial year in which they are created. As far as legally permissible, the
Managing Board may determine, subject to the approval of the Supervisory Board,
a dividend entitlement of new shares deviating from the provisions set forth in
sec. 60(2) German Stock Corporation Act. The Managing Board shall be authorised,
subject to the approval of the Supervisory Board, to determine all further
details regarding the implementation of the conditional capital increase."

c) Authorisation to amend the Articles of Association

The Supervisory Board is authorised to amend Article 4(1) and (4) of the
Articles of Association in accordance with the relevant issuance of the new
shares and to effect all amendments to the Articles of Association in connection
therewith relating only to the wording. The same applies accordingly in case the
authorisation to issue warrant bonds or convertible bonds, profit participation
rights or participating bonds is not used upon or prior to the expiry of the
term of the authorisation, as well as where the Conditional Capital 2013 is not
used after expiry of the term for the exercise of the option or conversion
rights or for the fulfilment of option or conversion obligations, respectively.

7. Special election of Supervisory Board members

In accordance with sections 96(1) and 101(1) German Stock Corporation
Act and sec. 7(1) no. 1 German Co-Determination Act, in conjunction
with Article 8(1) and (2) of the Company's Articles of Association,
six members of the Supervisory Board are to be elected by the Annual
General Meeting and another six members of the Supervisory Board are
to be elected by the employees. Election nominations are not binding
upon the Annual General Meeting.

Dr.-Ing. Herbert Lütkestratkötter left the Supervisory Board with
effect from 14 March 2012. Pursuant to sec. 104 German Stock
Corporation Act, and based on its ruling of 22 June 2012 - served on
3 July 2012 - Mannheim Local Court appointed Professor Marion
Weissenberger-Eibl to the Supervisory Board at the request of the
Managing Board. Professor Marion Weissenberger-Eibl is to be put to
the Annual General Meeting as candidate for the election.

The Supervisory Board proposes - whereby adopting the proposal of the
same wording by its Nomination Committee - that

Professor Marion Weissenberger-Eibl, Dr. oec, Karlsruhe, Germany,
Head of the Fraunhofer Institute for Systems and Innovation Research
ISI, Karlsruhe; she also holds the Chair of Innovation Management at
the Karlsruhe Institute of Technology (KIT)

be elected as shareholder representative to the Supervisory Board.
Professor Marion Weissenberger-Eibl shall be elected for the
remaining term of the current Supervisory Board, i.e. such term will
run until the close of the Annual General Meeting resolving on the
formal approval of the acts of the Supervisory Board for the 2013
financial year.

Statements pursuant to sec. 125(1) sentence 5 German Stock
Corporation Act: Professor Marion Weissenberger-Eibl (aged 46 years)
holds no mandate in other legally required supervisory boards. As a
member of the Board of Trustees ("Kuratorium") of the
Steinbeis-Stiftung für Wirtschaftsförderung (StW), Stuttgart,
Germany, she holds a mandate in a comparable German and foreign
supervisory committee of commercial enterprises.

Statements to point 5.4.1(4-6) of the German Corporate Governance
Code: The present election recommendation takes into account the
diversity objectives in accordance with point 5.4.1 of the German
Corporate Governance Code which were specified by the Supervisory
Board in June 2012. There are no personal or business relations
between Professor Marion Weissenberger-Eibl and the companies of the
HeidelbergCement Group, the executive bodies of HeidelbergCement AG
as well as Mr. Ludwig Merckle, a shareholder holding a material
interest in the Company (point 5.4.2 of the German Corporate
Governance Code). Neither do such relations exist to universities and
scientific institutions in which Professor Marion Weissenberger-Eibl
holds leading positions. In the appraisal of the Supervisory Board,
Professor Marion Weissenberger-Eibl is an independent Supervisory
Board member within the meaning of the German Corporate Governance
Code.

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 17 April 2013, 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 1 May 2013, 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@xchanging.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 3 May
2013, 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 3 May 2013, 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 3 May 2013, 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 3 May 2013, 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 23 April 2013, 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
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
grounds 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 7 April 2013, 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 2013

HeidelbergCement AG

The Managing Board

Report of the Managing Board to the Annual General Meeting in respect
of item 6 of the agenda in accordance with sections 221(4) sentence
2, 186(4) sentence 2 German Stock Corporation Act:

The proposed authorisation to issue warrant bonds or convertible
bonds, profit participation rights or participating bonds or a
combination thereof ("Bonds") in the total amount of up to
EUR3,000,000,000 and to create the Conditional Capital 2013 in the
amount of up to EUR168,000,000 is intended to enhance the options of
the Company for financing its activities, as described in detail
below, and to enable the Managing Board, with the approval of the
Supervisory Board, to seize flexible and short-term financing
opportunities in the interest of the Company, in particular in case
of favourable capital market conditions. The Bonds shall be issued
against cash contributions.

Shareholders will generally be entitled to the statutory subscription
rights in respect of Bonds with option or conversion rights or
obligations attached (sec. 221(4) in conjunction with sec. 186(1)
German Stock Corporation Act). To the extent that the shareholders
are not allowed to directly subscribe for the Bonds, the Managing
Board may, at its option, offer the Bonds to a credit institution or
a syndicate of credit institutions subject to the obligation to offer
the Bonds to the shareholders for subscription in accordance with
their subscription rights (indirect subscription right within the
meaning of sec. 186(5) German Stock Corporation Act).

The authorisation to exclude the subscription right in respect of
fractional amounts enables the use of the requested authorisation
through full amounts and facilitates the settlement of the
subscription rights of the shareholders. The advantage of the
authorisation to exclude the subscription right in favour of the
holders or creditors of already issued option or conversion rights or
obligations lies in the fact that the option or conversion price for
already issued option or conversion rights or obligations need not be
reduced, thereby enabling an altogether higher cash inflow. Thus,
both cases of exclusion of the subscription right are in the best
interest of the Company and its shareholders.

The Managing Board is further authorised, with the approval of the
Supervisory Board, to completely exclude the shareholders'
subscription right if Bonds with option or conversion rights or
obligations are issued at an issue price which is not materially
lower than the market value of such Bonds. This enables the Company
to quickly seize favourable market opportunities on a short-term
basis and, by determining the conditions in accordance with
prevailing market terms, to achieve better terms regarding interest
rates and issue price of the Bond. If the subscription rights were
not excluded, any such market-oriented determination of the
conditions and a smooth placement would not be possible. While sec.
186(2) German Stock Corporation Act permits disclosure of the
subscription price (and thus of the terms and conditions of such
Bonds) until three days prior to the end of the subscription period,
considering the frequently observed volatility on the stock markets,
the market risk will still be immanent for a number of days, which
results in safety margins to be deducted in the determination of the
terms and conditions of the Bond, and, eventually, in conditions
which are not based on market terms. Also, the existence of a
subscription right could jeopardise any successful placement with
third parties, or result in additional expenses, due to the
uncertainty of the exercise thereof (subscription behaviour).
Finally, the granting of a subscription right would hinder the
Company's ability to respond to favourable or adverse market
conditions on a short-term basis due to the length of the
subscription period, and the Company would instead be subject to
declining stock prices during such period, which, in turn, could
deteriorate the Company's options for the raising of capital.

In this case, sec. 186(3) sentence 4 German Stock Corporation Act
shall apply accordingly pursuant to sec. 221(4) sentence 2 German
Stock Corporation Act. This provision prescribes a limit of 10% of
the share capital in respect of excluded subscription rights which is
to be observed according to the resolution. The amount of conditional
capital, which in this case may only be made available for the
purpose of securing option or conversion rights or obligations, must
not exceed 10% of the share capital existing at the time the
authorisation to exclude the subscription right pursuant to sec.
186(3) sentence 4 German Stock Corporation Act comes into force. The
resolution on the authorisation contains a corresponding provision to
also ensure that, even in the case of a capital reduction, the limit
of 10% of the share capital is not exceeded, since the authorisation
to exclude the subscription right expressly prescribes that the 10%
limit must not be exceeded whether at the time of coming into effect
or - if such value is lower - at the time of exercise of the present
authorisation. New shares issued from an authorised capital subject
to the exclusion of the subscription right pursuant to sec. 186(3)
sentence 4 German Stock Corporation Act during the term of this
authorisation until the issuance of Bonds with option or conversion
rights or obligations without the subscription right pursuant to sec.
186(3) sentence 4 German Stock Corporation Act are also to be counted
towards the aforesaid 10% limit. Moreover, treasury shares that are
sold subject to the exclusion of the subscription right on the basis
of an authorisation pursuant to sections 71(1) no. 8, 186(3) sentence
4 German Stock Corporation Act and following the adoption of a
resolution on the present authorisation must also be counted towards
this limit.

Sec. 186 (3) sentence 4 German Stock Corporation Act further provides
that the issue price must not be materially lower than the quoted
price. This provision is intended to prevent a significant economic
dilution of the value of the shares. Whether or not such dilutive
effect will occur in connection with the issuance of Bonds with
option or conversion rights or obligations under exclusion of
subscription rights can be determined by calculating the notional
market value of the Bond in accordance with recognised calculation
methods, in particular, methods of financial mathematics, and
comparing such price with the issue price. If, following due review,
such issue price is deemed to be only insignificantly lower than the
notional market value at the time of issuance of the Bond, the
exclusion of subscription rights is deemed permissible in accordance
with the intent and purpose of the provision laid down in sec. 186(3)
sentence 4 German Stock Corporation Act owing to the minor discount.
Thus, the resolution provides that the Managing Board, prior to
issuing the Bonds with option or conversion rights or obligations,
upon due review, must determine that the intended issue price will
not cause any significant dilution of the value of the shares, as the
issue price of the Bond is not significantly lower than their
notional market value calculated in accordance with recognised
calculation methods, in particular, methods of financial mathematics.
This means that the notional market value of each subscription right
would decrease to almost zero to the effect that the shareholders
will not suffer any significant economic disadvantages on account of
the exclusion of the subscription rights. All this will ensure that
the exclusion of the subscription rights will not cause any
significant dilution of the value of the shares. Furthermore, the
shareholders may maintain their proportionate share in the share
capital of the Company even after exercise of option or conversion
rights, or after the option or conversion obligations have taken
effect, at any time by additional purchases of shares through the
stock exchange. On the other hand, the authorisation to exclude
subscription rights enables the Company to determine the conditions
in accordance with prevailing market terms, and to obtain the highest
possible degree of certainty that the Bonds can be placed with third
parties and that favourable short-term market opportunities can be
seized.

To the extent that profit participation rights or participating bonds
are to be issued without option rights/obligations or conversion
rights/obligations, the Managing Board shall be authorised, with the
approval of the Supervisory Board, to exclude the subscription right
of the shareholders as a whole, if such profit participation rights
or participating bonds have obligation-like features, i.e. if no
membership rights in the Company and no share in the liquidation
proceeds are granted thereunder and further provided that the payable
interest is not calculated by reference to the profit for the
financial year, the balance sheet profit or the dividend.
Furthermore, the interest and the issue price of the profit
participation rights and the participating bonds must accord with the
current market conditions prevailing at the time of issue. Where the
aforesaid conditions are fulfilled, the shareholders will not suffer
any disadvantages from the exclusion of the subscription right,
because the profit participation rights or participating bonds grant
no membership rights in the Company and no share in the liquidation
proceeds or in the profits of the Company.

The Managing Board and Supervisory Board will carefully examine in
each individual case whether they are making use of the authorisation
to exclude the shareholders' subscription right. This authorisation
will only be used if, in the assessment of the Managing Board and
Supervisory Board, this is in the best interest of the Company and,
therefore, of its shareholders.

The conditional capital (up to EUR168,000,000) is required to fulfill
delivery of shares of the Company that may be acquired through the
exercise of option or conversion rights or obligations attached to
the Bonds.

A corresponding volume limit as well as the deduction clauses ensure
that the sum of all exclusions of subscription rights in the two
existing authorised capitals and the new Conditional Capital 2013
will not exceed a limit of 20% of the share capital existing at the
time the authorisation to exclude the subscription right comes into
force.

The Managing Board will report on every use of the authorisation to
issue Bonds at the subsequent Annual General Meeting.

Heidelberg, March 2013

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.

Further inquiry note:
Andreas Schaller
+49 (0)6221/481-13 249
andreas.schaller@heidelbergcement.com

end of announcement euro adhoc
--------------------------------------------------------------------------------

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