Accelerating growth at the right time

Acquisition of Italcementi Group

Heidelberg, 28 July 2015

Slide 1 Acquisition of Italcementi 28 July 2015

 Disclaimer

This presentation contains forward-looking statements and information. Forward-looking statements and information are
statements that are not historical facts, related to future, not past, events. They include statements about our beliefs and
expectations and the underlying assumptions. These statements and information are based on plans, estimates, projections as
they are currently available to the management of HeidelbergCement. Forward-looking statements and information therefore
speak only as of the date they are made, and we undertake no obligation to update publicly any of them in light of new information
or future events.

By their very nature, forward-looking statements and information are subject to certain risks and uncertainties. A variety of factors,
many of which are beyond HeidelbergCements control, could cause actual results to differ materially from those that may be
expressed or implied by such forward-looking statements or information. For HeidelbergCement particular uncertainties arise,
among others, from changes in general economic and business conditions in Germany, in Europe, in the United States and
elsewhere from which we derive a substantial portion of our revenues and in which we hold a substantial portion of our assets; the
possibility that prices will decline to a greater extent than currently anticipated by HeidelbergCements management as a result of
continued adverse market conditions; developments in the financial markets, including fluctuations in interest and exchange rates,
commodity and equity prices, debt prices (credit spreads) and financial assets generally; continued volatility and a further
deterioration of capital markets; a worsening in the conditions of the credit business and, in particular, additional uncertainties
arising out of the subprime financial market and liquidity crisis; the outcome of pending investigations and legal proceedings and
actions resulting from the findings of these investigations; as well as various other factors. Should one or more of these risks or
uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those
described in the relevant forward-looking statement or information as expected, anticipated, intended, planned, believed, sought,
estimated or projected.

Unless indicated otherwise, the financial information provided herein has been prepared under International Financial Reporting
Standards (IFRS).

Slide 2 Acquisition of Italcementi 28 July 2015

 HeidelbergCement and Italcementi a natural fit

Unique opportunity to accelerate growth Acquiring high quality assets with

and achievement of mid-term goals excellent geographical fit

Significant value creation potential

Right time for transaction to capitalise on
through synergies and operational
recovery in key markets
efficiency

Fully aligned with announced strategy of

accelerated growth and increased shareholder returns

Slide 3 Acquisition of Italcementi 28 July 2015

 Contents

Page

1. Italcementi overview 4

2. Transaction and timeline 14

3. Combination and its merits 18

4. Financials and value creation 29

5. Conclusion 39

Slide 4 Acquisition of Italcementi 28 July 2015

 Italcementi overview

150 years old family owned company

Major global More than bn 4 revenue generation
building materials
71m tons cement capacity
group
Operations in 22 countries

Mature markets: France, Italy, USA, Canada, Spain

Strong market Emerging markets: India, Egypt, Morocco, Thailand,
positions Kazakhstan
Urban centres: Paris, Milan, Chennai, Cairo, Bangkok

No CapEx backlog
High quality Well established local brands
assets, brands &
Fully deployed central IT platform
know-how
Leading R&D capabilities

Slide 5 Acquisition of Italcementi 28 July 2015

 Italcementi financial overview
Revenues Recurring EBITDA
bn Cement Volumes (mt) m Margin (%)
70 25.0%
60
1,447 1,404 20.0%
50
5.9 6.0 5.8 1,113 15.0%
5.0 40 972
4.7 4.7 4.5 934
4.2 4.2 842
3.8 30 701 10.0%
643 631 649
20
5.0%
10
0 0.0%
2000 2006 2008 2010 2012 2014 2000 2006 2008 2010 2012 2014

Net Result Net Financial Debt

m bn Net Debt / EBITDA (X)
449 2.7 3.5
424
2.4 2.4 3.0
2.2 2.2 2.1 2.2
2.0 1.9 2.5
163 143 1.8
71 46 2.0

1.5
-3
-107 1.0
-165
0.5

-395 0.0
2000 2006 2008 2010 2012 2014 2000 2006 2008 2010 2012 2014

Significant recovery potential ahead

Slide 6 Acquisition of Italcementi 28 July 2015

 Strong market positions in emerging markets and
recovering countries
Belgium(2) Bulgaria

USA & Canada(1,2) Kazakhstan(2)

Morocco Thailand

Spain India(1,2)

France Egypt

Italy Greece

Top 3 Outside of Top 3

Strategic portfolio of leading market positions in

recovering and emerging countries
1) Refer to regional market shares
2) Combined position

Slide 7 Acquisition of Italcementi 28 July 2015

 Southern European markets now positioned for growth
Acquisition at the trough of the cycle

Italy France Spain

Consumption of cement (mt) Consumption of cement (mt) Consumption of cement (mt)

-81%
56.0

-49%
41.7

CAGR
28.1 4.8% -27% CAGR
25.2 24.8 3.2%
22.6 23.0 CAGR
21.1 20.9 21.9 21.4
19.9 19.2 20.4
18.1 17.8 18.4 19.0 5.2%
13.6 12.5
10.7 10.8 11.3 11.9

Peak 2011 2013 2015E 2017E Peak 2011 2013 2015E 2017E Peak 2011 2013 2015E 2017E

Early yet encouraging signs of recovery

Source: Euroconstruct
Slide 8 Acquisition of Italcementi 28 July 2015
 Growth potential from US recovery and emerging markets

USA Egypt Thailand Morocco

Consumption of cement (mt) Consumption of cement (mt) Consumption of cement (mt) Consumption of cement (mt)

-31%
CAGR
128.0
8.0%

111.2
102.9
CAGR
95.4
88.7
6.5%
81.7 59.0
78.5 CAGR
55.0
72.0 52.0
48.7 49.2 48.0 50.0 12.2%

39.0
32.5
30.1 30.1 31.0 CAGR
25.5 26.8
3.5%
16.1 15.9 14.9 14.0 14.0 14.0 15.0

Peak 2011 2013 2015E 2017E 2011 2013 2015E 2017E 2011 2013 2015E 2017E 2011 2013 2015E 2017E

North America and emerging markets robust and sustainable growth ahead

Source: PCA, MSER, Global Cement Report

Slide 9 Acquisition of Italcementi 28 July 2015

 Global portfolio of world class assets

Cement capacity (mt) / Total: 71 Aggregates quarries / Total: 98 RMX plants / Total: 417

Egypt 14.5 Egypt 0 Egypt 20

Italy 12.5 Italy 17 Italy 104

New Markets (1)

France / Belgium 11.9 France / Belgium 69 France / Belgium 185

Thailand 6.3 Thailand 0 Thailand 33

Morocco / Mau. 5.5 Morocco / Mau. 4 Morocco / Mau. 23

Bulgaria 2.4 Bulgaria 0 Bulgaria 0

Greece 0.8 Greece 1 Greece 1

Established Markets (1)

North America 7.1 North America 3 North America 29

India 4.8 India 0 India 0

Spain 3.2 Spain 4 Spain 6

Kazakhstan 2.0 Kazakhstan 0 Kazakhstan 3

Unique opportunity to add a global portfolio of world-class assets

and strengthen each of HCs geographic clusters
Note: All figures are 2014 and excluding trading operations
1) For HC
Slide 10 Acquisition of Italcementi 28 July 2015
 High quality, strategically located operations with nearly
bn 3.5 CapEx invested in recent years

Rezzato Italy
1.3 mt cement capacity
One of the most efficient cement plants in
Europe
75% emissions, 30% variable cost reduction

At Baha Morocco Devnya Bulgaria

2.2 mt capacity plant 1.5 mt cement capacity
Equipped with Concentrated Solar Power More than 30% reduction in fixed and
(CSP) variable costs
Operating since 2011 Significant emissions reduction

Solapur plant India Shymkentcement Kazakhstan

1.2 mt cement capacity
1 mt/year grinding plant
Replace the current four wet-process lines
Located in Maharashtra
with a new state of the art dry-process line
Expected to be operational in H2 2015
Significant improvement in efficiency

Slide 11 Acquisition of Italcementi 28 July 2015

 Strong capabilities in research and innovation

High-performance and technologically

More efficient production processes
advanced materials

i.nova

P E R F O R M A N C E

Palazzo Italia,
the Italian Pavilion at Expo 2015.
Constructed by using Biodynamic cement,
an innovative solution developed by
Italcementi Group

Slide 12 Acquisition of Italcementi 28 July 2015

 Well-established local brands in key markets

Italy: Thailand: Morocco:

France: Egypt:

USA & Canada: India: Kazakhstan:

Slide 13 Acquisition of Italcementi 28 July 2015

 Contents

Page

1. Italcementi overview 4

2. Transaction and timeline 14

3. Combination and its merits 18

4. Financials and value creation 29

5. Conclusion 39

Slide 14 Acquisition of Italcementi 28 July 2015

 Key transaction terms

Two-step transaction: Acquisition of 45%

stake followed by mandatory tender offer Implied Equity Value of bn 3.7
to free float shareholders

Contractual agreement to acquire 45%

stake owned by Italmobiliare S.p.A. Enterprise Value of bn 6.7(2)
10.6 per share; combination of cash and
HeidelbergCement shares

Maximum of 10.5 million Implied EV/EBITDA multiple

HeidelbergCement shares to be issued at 7.9x(3)
the higher of floor price of 72.5 and price
at closing(1)
Valuation of cement capacity
Customary representations and warranties
~85 US$/t
Mandatory tender offer to acquire
remaining shares at an offer of ~10.6 per
share in cash on completion of 45% stake bn 1.0 cash generation from
acquisition asset disposals
1) The new shares shall be issued at 72.50 or an average price of a 30 days period prior to closing, if the latter is higher.
2) Based on Italcementi net debt of bn 2.2, and the net balance of associates, minorities and pension obligations of bn 0.8 as of 31 December 2014
3) Based on current EBITDA consensus of m 675 for 2015 and full run-rate synergies.
Slide 15 Acquisition of Italcementi 28 July 2015
 Disposals contribute significantly to transaction financing

Disposal of non-core IT, energy business

Disposal of
and one building to Italmobiliare already
non-core assets
agreed

Disposals of
Focus on overlapping geographies
single assets

Confident to achieve bn 1 from disposals

Slide 16 Acquisition of Italcementi 28 July 2015

 Timeline and transaction structure at a glance
Current timeline envisaged closing of the transaction in H2 2016

Announcement of the Merger filing Execution of capital Mandatory public

transaction / including potentially increase against tender offer
HC Q2 results required disposal of assets
assets / remedies

28 July
H2 2016
2015

Closing of
Transition mandatory
management Sale of non-core Closing of 45% stake public
planning commences asset acquisition tender offer

Slide 17 Acquisition of Italcementi 28 July 2015

 Contents

Page

1. Italcementi overview 4

2. Transaction and timeline 14

3. Combination and its merits 18

4. Financials and value creation 29

5. Conclusion 39

Slide 18 Acquisition of Italcementi 28 July 2015

 The combination and its merits

Excellent geographical fit

Significant synergy potential

Enlarged platform to roll out HCs industry leading efficiency

management concepts

Strengthening R&D through combination of HCs and

Italcementis state of the art capabilities

Unlocking value and increasing earnings and cash flow potential

Slide 19 Acquisition of Italcementi 28 July 2015

 Excellent geographical fit

HeidelbergCement Italcementi
Attractive new
Completion of HCs HeidelbergCement and Italcementi
market positions in
network in Europe
fast growing
and North America
markets

Adding strong
Strengthening of
market position
market positions in
in the
key countries
Mediterranean area

Highly complementary asset portfolios

Slide 20 Acquisition of Italcementi 28 July 2015

 Strong position in urban centres
Capitalising on increasing urbanisation

Stockholm
Edmonton
Montreal Oslo St Petersburg
Vancouver
Seattle Toronto
Munich Moscow
Chicago Benelux Stuttgart
Indianapolis Boston Frankfurt
New York London Warsaw
Philadelphia Prague
Washington DC Paris
San Francisco
Los Angeles Lyon Milano
Atlanta Bordeaux Bucharest
San Diego Tbilisi
Carolinas San Rome Sofia
Houston Sebastian Marseille Istanbul
Dallas Bilbao
Naples Athens
Miami
Malaga

Marrakech
Agadir Astana

Cairo Xian

Nouakchott
Uttar Guangzhou
Dhaka
Pradesh
Hong Kong

Freetown Mumbai
Monrovia Bangkok
Chennai
Accra Sydney
Kumasi
Kuala Lumpur
Lome Perth
Kinshasa
Dar-es Salaam Melbourne Jakarta

HeidelbergCement Core Urban Centres Footprint Strengthened by Italcementi

Slide 21 Acquisition of Italcementi 28 July 2015
 Reinforce strong global market positions

Aggregates sales volume - 2014 Cement capacity (1) Ready-mix sales volume - 2014
mt 390 mt mm3

275 265 259

31

200
168 58 56
71 49
244 12
94
24
65
129 37

Combination set to create a global #1 in aggregates,

#2 in cement and #3 in ready-mix
1) All figures are as of end of 2014, except CRH capacities which are as of latest disclosure, including minorities

Slide 22 Acquisition of Italcementi 28 July 2015

 Significant synergy potential
Run-rate synergies

Minimum run-rate synergies of m 175 to

be achieved by 2018 with potential for
additional upside onwards 175

In m 25 Purchasing

125 25 Commercial

Sales and General

50
Administration

50
75 Operational

2016 2017 2018

Almost 30% of total target synergy run-rate to be delivered already in 2016

Slide 23 Acquisition of Italcementi 28 July 2015

 Meaningful savings support financial rationale

In m CapEx Working Capital

m 750 cash savings until
the end of 2016 415
25
335

75
Total bn 1.3 CapEx 220 220 220
savings in 5 years
390

260
220 220 220
Efficient working capital
management to achieve
m 100 savings until 2016
2015 2016 2017 2018 2019

Significant savings from capital and CapEx efficiencies

in addition to cost synergies

Slide 24 Acquisition of Italcementi 28 July 2015

 Experienced management team with strong focus on
operational excellence
Management Board

Dr Bernd Dr Lorenz Dr Dominik Daniel Andreas Dr Albert

Scheifele Nger von Achten Gauthier Kern Scheuer
CEO CFO North America, NW Europe, Africa Central Europe Asia
(Deputy Chairman) Mediterranean Central Asia Oceania
Strategy and Finance, Acc., Purchasing Environmental Sales and Marketing Heidelberg
Development Controlling, Taxes Competence Center Sustainability Secondary Technology Center
Group HR Insurance & CRM Materials (AGG und Group Services cementitious Cement
Comm. & IR IT RMC) (CO2, Fuels, Trading) materials
Legal Shared Service
Compliance Center
Internal Audit Logistics

Since 2005 with HC Since 2004 with HC Since 2007 with HC Since 1982 with HC Since 1983 with HC Since 1992 with HC

Extensive integration experience

Management Board with unique track record of delivering on

financial and operational integration

Slide 25 Acquisition of Italcementi 28 July 2015

 Leverage HCs proven value creation track record

Successful Hanson
Integration
integration and unique
excellence
organisational structure

Timely implemented and

Operational executed programs leading to
excellence Significant potential
visible margin improvements
for improved results
and enhanced value
Sales excellence and
from Italcementis
Commercial assets
improved top line result
excellence
across all business lines

Clear success in working

Financial capital management and
excellence financial discipline

Slide 26 Acquisition of Italcementi 28 July 2015

 Significant potential to reduce working capital days

Working Capital (days)

86 Italcementi HC

73 74
21 days 72
69 68

65

55
52 33 days

46

39
35
2009 2010 2011 2012 2013 2014

Considering HCs past performance, further working capital savings expected

Slide 27 Acquisition of Italcementi 28 July 2015

 Benefit from state of the art R&D capabilities

Easycrete Optimisation of production

processes
Powercrete

Chronocrete

CemFlow
New products with innovative
functionalities

i.design Customer oriented solutions

i.active
i.drain
i.light
i.clime Innovative binder concepts

Research capabilities will be consolidated after performance review

Slide 28 Acquisition of Italcementi 28 July 2015

 Contents

Page

1. Italcementi overview 4

2. Transaction and timeline 14

3. Combination and its merits 18

4. Financials and value creation 29

5. Conclusion 39

Slide 29 Acquisition of Italcementi 28 July 2015

 Financial rationale
Fair multiple on earnings potential

Further value drivers not reflected

Implied multiple assumptions
in the transaction multiple
Purchase of 45% in cash and
bn 1.7
share deal Additional value creation from
disciplined management of the
Tender offer for free float bn 2.0 modern asset base
Total equity value bn 3.7
Local brands with strong
Net debt bn 2.2 customer base, especially in
Net balance of minorities, emerging markets
bn 0.8
pensions & associates
Enterprise value bn 6.7 Fully deployed IT platform
and innovation / technical
2015E EBITDA + solutions centre
ca. m 850
full run rate synergies

= 7.9x EV/EBITDA transaction multiple

Slide 30 Acquisition of Italcementi 28 July 2015

 Financial rationale
High quality assets in attractive markets at a fair price
Illustrative analysis

Replacement cost Implied Italcementi

(in bn) valuation (in bn)

Cement 11.4 Cement 5.4

US$/t of US$/t of
53%
cement ~US$178/t cement ~US$85/t
discount
capacity capacity

Ready-mix 0.7 Ready-mix 0.7

Aggregates 0.6 Aggregates 0.6

Enterprise Enterprise
12.7 6.7
value value
Implied equity Offer equity 62%
9.7 3.7
value value discount

Attractive purchase price paid based on replacement cost analysis

Slide 31 Acquisition of Italcementi 28 July 2015

 Financial rationale
Transaction financing secured clearly defined refinancing plan

Transaction initially financed through cash and

fully underwritten debt guaranteed for up to 36 months

bn 0.8 cash savings until Dec 2016, driven

by CapEx and working capital savings

bn 1.0 from the sale of non-core assets Proforma leverage of

and possibly assets in overlapping < 2.5x by end of 2016
geographies

Issuance of up to 10.5 million new shares to Announced dividend

Italmobiliare target and strategy
remain unchanged

Bond issuances to cover the remaining debt

Slide 32 Acquisition of Italcementi 28 July 2015

 Effect on Net Debt
Proforma ratios post closing consistent with current credit metrics

In bn

2.5x ~2.2x
2.2 11.5 0.8
1.0
1.0
3.7
0.8
8.0
6.9 1.3
5.7

HC 2014A Building HC 2014 Net Italcementi Italcementi Proforma Equity Deleveraging Disposals Reduced Net debt
Net debt Products debt pre- equity value Net financial Net debt issued from free CapEx & post-
disposal transaction position post- to seller cashflow Working disposal
transaction Capital (2016E)

Net debt/ EBITDA

Notes: Possible mandatory public offers for minorities are not reflected in the figures as the process will continue until the end of the transaction.
Numbers may not add up due to rounding differences

Slide 33 Acquisition of Italcementi 28 July 2015

 Proforma combined Group EBITDA

In bn

0.8 0.1 3.7

-0.1
0.6 2.9

2.3

HC EBITDA Italcementi Total Combined Operational Realised Anticipated 2016E proforma

2014 EBITDA 2014 EBITDA 2014 development synergies by 2016 divestments EBITDA
2015/2016

Slide 34 Acquisition of Italcementi 28 July 2015

 Further potential for portfolio management
Footprint of > 60 countries allows for a more active portfolio management

Increase presence in Divest market positions

markets with growth and/or with diminishing potential to
value creation potential generate ROIC

Slide 35 Acquisition of Italcementi 28 July 2015

 Balancing growth and shareholder return

Progressive dividend bn > 3.2 (2)

Progressive dividend bn > 3.8 (3)
FCF generation(1)
bn ~8.8 bn ~10.9 Return capital to
shareholders

Deleveraging
bn ~1.0 bn ~1.3 Potential share
buy-back

Growth CapEx
bn ~2.5 bn ~2.0

Italcementi M&A
bn 0 bn ~1.9 (4)
Available cash
bn ~2.0 bn ~2.0

Leverage: 0.6 X 0.9 X

Standalone Combined
Disciplined M&A
Note: 5 year cumulative figures (2015-2019)
1) Excluding proceeds from BP disposal but includes proceeds from envisaged disposal as a results of the transaction
2) Includes minority dividends of bn 1.2
3) Includes minority dividends of bn 1.6
4) Based on equity consideration of bn 3.7 less proceeds from disposal and the capital increase
Slide 36 Acquisition of Italcementi 28 July 2015
 Focus on maximising returns

ROIC exceeding WACC by end of 2016

Reaching 40% 45% pay-out ratio by 2019

Expected to be EPS accretive in first full fiscal year after closing

Deleveraging to achieve Investment Grade ratings

Accelerating achievement of HCs mid-term targets

Slide 37 Acquisition of Italcementi 28 July 2015

 Delivering attractive returns to shareholders
Maintaining long-term dividend payout target

Standalone Combined
2019 2019

Revenues bn > 17 bn > 20

EBITDA bn > 4 bn > 5

ROIC > 10% > 10%

Leverage 1.5x 2.5x 1.5x 2.5x

EPS ~10 ~11

Payout Ratio 40% 45% 40% 45%

Slide 38 Acquisition of Italcementi 28 July 2015

 Contents

Page

1. Italcementi overview 4

2. Transaction and timeline 14

3. Combination and its merits 18

4. Financials and value creation 29

5. Conclusion 39

Slide 39 Acquisition of Italcementi 28 July 2015

 Conclusion

Unique opportunity to accelerate growth Acquiring high quality assets with

and achievement of mid-term goals excellent geographical fit

Significant value creation potential

Right time for transaction to capitalise on
through synergies and operational
recovery in key markets
efficiency

Fully aligned with announced strategy of

accelerated growth and increased shareholder returns

Slide 40 Acquisition of Italcementi 28 July 2015