Annual General Meeting 2013

on Wednesday, 8 May 2013, at the Kongresshaus Stadthalle Heidelberg, Germany

In his speech to about 340 shareholders, Dr. Bernd Scheifele, Chairman of the Managing Board, offered a look back at HeidelbergCement’s successful development in 2012. Despite the sovereign debt, the euro and financial crises, HeidelbergCement developed well and fully met its objectives. Group revenue, operating income, and especially free cash flow increased considerably. The improvements were attributable to HeidelbergCement’s excellent positioning in attractive growth markets, its balanced product portfolio consisting of cement, aggregates, and concrete, as well as the continuous improvement of the company’s performance due to the efficiency improvement initiative “FOX 2013”.

The strong rise in free cash flow was used to reduce net debt by more than €700 million to €7 billion by the end of 2012. Simultaneously, the Group invested further in attractive growth markets and commissioned more than 3 million tonnes of new cement capacity in Bangladesh, Poland, and Ghana.

HeidelbergCement was able to further enlarge its shareholder structure over the past 12 months along with an increase in the proportion of North American and European value-oriented investors in the shareholder pool. The share price of HeidelbergCement recovered significantly after a phase of weakness in the middle of 2012 due to the European debt crisis and uncertainties about the economic recovery of the USA and outperformed both the DAX and the MSCI Construction Materials Index. Since the start of 2013, the HeidelbergCement share has been among the strongest shares in the DAX.

Outlook confirmed for 2013

Dr. Scheifele also reported on the results and developments in the first quarter of 2013, reconfirming HeidelbergCement’s outlook for the remainder of the year as presented at the press conference on 2012 results in March 2013. HeidelbergCement will continue its efforts to improve margins and reduce net debt, while maintaining its strategy of targeted investment in cement capacity in growth markets. While revenue and operating income should increase moderately in 2013, profit before tax is expected to rise significantly. “With our global market leadership in aggregates and our advantageous geographical positioning in attractive markets, we will do our utmost to benefit over-proportionally from the continued economic growth,” says Dr. Bernd Scheifele.

Dividend increased by 34%

The Annual General Meeting has approved the proposal of the administration to increase the dividend by 34% to €0.47 with a substantial majority of 99.83%. “With the increase of the dividend, we want our shareholders to participate in the overall very successful business development in 2012,” explains Dr. Bernd Scheifele. “A special focus in the current year will be on improving earnings per share.”

Creation of a new conditional capital

The Annual General Meeting has revoked the conditional capital 2009 and created a new conditional capital 2013 with a majority of 89,23%. In this way, the Managing Board is authorised, subject to the approval of the Supervisory Board, to issue once or several times until 8 May 2018, bearer or registered warrant bonds or convertible bonds, profit participation rights or participating bonds or a combination of these instruments up to a total nominal amount of €3 billion.

Prof. Dr. Marion Weissenberger-Eibl elected to the Supervisory Board

In a by-election, Prof. Dr. Marion Weissenberger-Eibl was elected as shareholder representative to the Supervisory Board with a substantial majority of 99.71%. She is elected for the remaining term of the current Supervisory Board, i.e. until the close of the Annual General Meeting for the 2013 financial year.

Of the company’s € 562.5 million in subscribed share capital, 75.08% were represented.

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