LAFARGE SHAREHOLDER’S GUIDE 2011 THE SHAREHOLDERS THE HEART of Lafarge
page 1 | Lafarge | INDIVIDUAL SHAREHOLDER’S GUIDE 2011 1 lafarge In 2010
06 Group Profile 09 Strategy and social commitments 11 Group Businesses
Board of directors and The Individual 2 executive Committee of Lafarge Shareholders’ Relations Department is glad to 16 Board of Directors present you the individual 17 Executive Committee shareholders’ guide 2011.
The purpose of this guide 3 LAFARGE ON THE STOCK MARKET is to answer your questions about Lafarge. 20 Lafarge stock 23 Dividend Who is the Group? 24 Distribution of capital What is its strategy 25 Actions affecting the shares in the last 10 years and commitments? How to stay informed? 4 lafarge SHAREHOLDERS
We hope this guide will 28 Lafarge at your service meet your expectations 30 The Shareholders’ Consultative Committee and for further information, 31 General Meeting we recommend that you visit our website at www.lafarge.com, 5 MANAGE YOUR SHARES or contact the Individual Shareholders’ Relations 35 Share account Department 39 Buying or selling Lafarge shares (details on p. 45). 0 800 235 235 toll free number, for calls from France only. 1
Dear shareholders, 2
Bruno Lafont In 2010, numerous people joined us and today Lafarge has Chairman and Chief Executive Officer of Lafarge. more than 270,000 individual shareholders, representing 11.1% of our shareholders base. In a difficult economic and stock market environment, this increase confirms your confidence and loyalty to Lafarge, for which I warmly grateful.
For a very long time, individual shareholders have been a major focal point of Lafarge. In 2010, the Group dedicated itself to 3 further improve the quality of the relationship with its individual shareholders and to extend and enlarge the opportunities to communicate with you. I personally had the pleasure to meet you during several conferences which we held in Paris and other regions of France. Also, I regularly meet your representatives of the Consultative Committee. 4 Today, a complete and extensive communication system permits you to be informed of news about the Group and to discover our business skills and our commitments. This guide, specifically prepared for you, is to increase your knowledge of Lafarge and provide you with useful and practical information related to your shareholdings in the Group. Yours sincerely, 5
INDIVIDUAL SHAREHOLDER’S GUIDE 2011 | Lafarge | page 03 page 04 | Lafarge | lINDIVIDUe guideA dL eSH l’actAREHOLDionnaEirR’Se GindividuUIDE 2011el 2008 CAAPORA CEMENT PLANT Brazil.
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Lafarge in 2010
06 group Profile 09 Strategy and social commitments 11 group Businesses
INDIVIDUAL SHAREHOLDER’S GUIDE 2011 | Lafarge | page 05 top-ranking positions in Cement, Aggregates & Concrete and Gypsum With a diversified and balanced geographic portfolio and 76,000 employees in 78 countries, Lafarge is at the heart of global growth supporting developing economies and responding to the tremendous need for housing and infrastructure in emerging countries.
SALES In 2010
16,169 million euros
Group sales by geographic area of destination
Lafarge worldwide
% Western Europe 26.7 North America 20.6 Africa and Middle East 24.1 Central and Eastern Europe 6.5 Latin America 5.5 Asia 16.6
page 06 | Lafarge | INDIVIDUAL SHAREHOLDER’S GUIDE 2011 Lafarge in 2010
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Key figures
reVENUES FREE CASH FLOW (3)
2010 €16,169 m €2,151 m (4) 2009 €15,884 m €2,834 m
EBITDA (1) GROUP NET DEBT
2010 €3,614 m €13,993 m 2009 €3,600 m €13,795 m
CURRENT OPERATING INCOME (2) NET EARNINGS PER SHARE
2010 €2,441 m €2.89 2009 €2,477 m €2.77
net INCOME GROUP SHARE DIVIDEND PER SHARE
2010 €827 m €1.00 2009 €736 m €2.00
(1) Defined as the current operating income before depreciation and amortization on tangible and intangible assets. (2) Before capital gains, impairment, restructuring and other. (3) Defined as net operating cash generated by operations less sustaining capital expenditures. (4) Before non-recurring payment in 2010 of the Gypsum competition fine.
INDIVIDUAL SHAREHOLDER’S GUIDE 2011 | Lafarge | page 07 page 08 | Lafarge | INDIVIDUAL SHAREHOLDER’S GUIDE 2011 ARCOS CEMENT PLANT Brazil. Lafarge in 2010
1 Strategy & Social Commitments Our strategy aims at strengthening our position as world leader in building materials, in terms of market share, innovation, recognition by customers, geographical portfolio, and profitability.
2 STRATEGIC PRIORITIES
3 Cement, primarily in emerging markets, where demography and urbanization drive the needs for housing and infrastructure.
3 Innovative products and solutions, particularly construction systems, including sustainable construction, which is affirming itself as a reality of the markets in an increasing number of countries.
3 OPERATIONAL PRIORITIES
3 The day-to-day health and safety of the women and men who work for the Group, be they on the payroll or with sub-contractors, on site or on the road.
3 The cost-cutting. This was reflected in the resilience of our operating margin permitted by €220 million structural cost savings in 2010, as we continued to optimize our industrial processes and organization.
3 People Development with a focus on filling our talent pipeline, developing our talents, leveraging diversity, and ensuring effective organization.
COMMITMENTS TO SUSTAINABLE CONSTRUCTION:
3 Preservation of the environment and combating climate change (limited raw materials
extraction, emissions reduction – notably CO2 – and biodiversity promotion).
3 Health protection and medical care for our employees and neighbouring communities.
3 More generally the Group’s social involvement, as illustrated by the Group’s actions following natural disasters.
INDIVIDUAL SHAREHOLDER’S GUIDE 2011 | Lafarge | page 09 NITEROI CONTEMPORARY ART MUSEUM (MAC) Brazil. In 2010 The Group built a strong basis for 2011
STRENGTHENED GEOGRAPHIC PORTFOLIO OF ASSETS
3 Started 12 MT of capacity in emerging markets.
3 Strategic investment which strengthens Lafarge’s position in Brazil, a dynamic and buoyant market.
SIGNIFICANT CASH GENERATION
3 Structural cost savings exceeded target, reaching €220 m for the year, above the €200 m commitment.
3 Improved working capital by 11 days, representing €350 m.
3 Secured over €500 m of divestments, meeting target for the year.
page 10 | Lafarge | INDIVIDUAL SHAREHOLDER’S GUIDE 2011 Lafarge in 2010
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EMPLOYEES, RICHMOND CEMENT PLANT KILN, CAAPORA CEMENT PLANT Canada. Brazil. Cement World leader
Activities SALES in million euros NUMBER OF EMPLOYEES Cement, hydraulic binders and lime for construction, 9,656 44,253 renovation and NUMBER OF PLANTS PrEsenT IN public works. 168 50 countries
SALES by geographic area of DESTINATION
% Western Europe 18 Central and Eastern Europe 8 Africa and Middle East 34 North America 13 Latin America 7 Asia 20
INDIVIDUAL SHAREHOLDER’S GUIDE 2011 | Lafarge | page 11 AGGREGATES The Philippines. Aggregates & Concrete N° 2 & N° 3 worldwide
ActivitIEs SALES in million euros NUMBER OF EMPLOYEES Aggregates, ready-mix and precast concrete products, asphalt and paving 5,088 23,438 for engineering structures, NUMBER OF PLANTS PRESENT IN roads and buildings. 1,718 36 countries
SALES by geographic area of DESTINATION
% Western Europe 38 North America 39 Energing markets 23
page 12 | Lafarge | INDIVIDUAL SHAREHOLDER’S GUIDE 2011 Lafarge in 2010
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SARABURI PLASTERBOARD PLANT Thaïland. Gypsum N° 3 worldwide
NUMBER OF EMPLOYEES ActivitIEs SALES in million euros NUMBER OF EMPLOYEES Plasterboard systems and gypsum-based 23,438 interior solutions 1,422 7,986 PRESENT IN for new construction NUMBER OF PLANTS PRESENT IN and renovation. 36 countries 77 30 countries
SALES by geographic area of DESTINATION
% Western Europe 50 North America 13 Asia 13 Other countries 24
INDIVIDUAL SHAREHOLDER’S GUIDE 2011 | Lafarge | page 13 page 14 | Lafarge | lINDIVIDUe guideA dL eSH l’actAREHOLDionnaEirR’Se GindividuUIDE 2011el 2008 MINAS GERAIS STATE ADMINISTRATIVE CENTER Brazil.
Board of Directors and Executive 2 Committee of Lafarge
16 Board of Directors 17 executive Committee
INDIVIDUAL SHAREHOLDER’S GUIDE 2011 | Lafarge | page 15 Board of Directors
Back row: Michel Bon, Thierry de Rudder, Nassef Sawiris, Appointed by the shareholders, the board of Directors determines the Group’s Jérôme Guiraud, Bertrand Collomb, strategy and supervises its implementation. The Board of Directors of Lafarge has Juan Gallardo, Gérald Frère, Paul Desmarais Jr., 18 members(1), of whom 10 are independent(2). Oscar Fanjul holds the position Colette Lewiner, Pierre de Lafarge*. of Vice-President of the Board of Directors, which is reserved for an indepen- dent director. This decision highlights Lafarge’s determination to implement best Front row: practices in corporate governance. Philippe Dauman*, Oscar Fanjul, Hélène Ploix, The Annual Shareholders’ General Meeting appoints directors for a period of 4 years. Bruno Lafont, Michel Pébereau*, Michel Rollier, Véronique Weill. (Absent: Philippe Charrier). The Board of Directors created 4 Standing Committees in charge of working and issuing recommendations within their specific scope: the Audit Committee; the Corporate Governance and Nominations Committee; the remuneration Committee and the Strategy, Investment and Sustainable Development Committee. * Termination of the position after the General Meeting to approve the financial statements for 2010. (1) At December 31, 2010. (2) According to the Board of Directors’ criteria.
page 16 | Lafarge | INDIVIDUAL SHAREHOLDER’S GUIDE 2011 Board of Directors and Executive Committee of Lafarge
Executive Committee
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From left to right: Guillaume Roux, Jean-Carlos Angulo, The Executive Committee implements the policies defined by the Jean-Jacques Gauthier, Isidoro Miranda, Board of Directors. The Executive Officers include Bruno Lafont, Eric Olsen, Bruno Lafont, the Chairman and Chief Executive Officer, and the 9 members of the Gérard Kuperfarb, Christian Herrault, Executive Committee: Jean Desazars de Montgailhard, Thomas Farell. - Cement: Jean-Carlos Angulo, Isidoro Miranda and Guillaume Roux - Aggregates & Concrete: Thomas Farrell and Gérard Kuperfarb - Gypsum: Christian Herrault - Finance: Jean-Jacques Gauthier - Organization and Human Resources: Eric Olsen - Strategy, Development and Public Affairs: Jean Desazars de Montgailhard
INDIVIDUAL SHAREHOLDER’S GUIDE 2011 | Lafarge | page 17 page 18 | Lafarge | lINDIVIDUe guideA dL eSH l’actAREHOLDionnaEirR’Se GindividuUIDE 2011el 2008 LAFARGE BIODIVERSITY EDUCATION CENTER, ARCOS SITE Brazil.
Lafarge on the stock market
20 lafarge stock 3 23 dIvidend 24 dIStribution of capital 25 actions affecting the shares in the last 10 years
INDIVIDUAL SHAREHOLDER’S GUIDE 2011 | Lafarge | page 19 Lafarge stock
As at December 31st, 2010, the capital stock What is a share? of Lafarge was divided into 286,453,779 shares, with a par value of A share is a negotiable 4 euros each. instrument representing a portion of the company’s capital stock. It is only necessary to own one share to be a shareholder and enjoy all the rights afforded to shareholders by law and by the company’s bylaws. What is the deferred Shares are recorded by being entered in an account in your name, Settlement Service (SRD)? either with a financial intermediary or with Lafarge. This service, for which a charge Lafarge stock is eligible for Deferred Settlement Service (SRD). is made, enables the settlement of transactions to be deferred to the end of the stock market Lafarge stock market listing month (payment for orders or delivery of shares). ISIN Code I FR0000120537 EPIC Code I LG Where listed I NYSE Euronext (Paris) Indice I CAC 40 more information Ethical indices I FTSE4Good Monde, FTSE4Good Europe, DJSI World about ownership of shares Stock market capitalization on April 21, 2011 I 13.5 billion euros page 35 onwards
In September 2007, we voluntarily delisted our shares from the New York What is an American Stock Exchange but have maintained our American Depositary Receipts depositary receipt (ADR)? (“ADRs”) program, our ADRs now being traded on the Over-the-Counter An ADR is a US negotiable market (“level one” program). Each ADR represents a quarter of a share. certificate of deposit, representing one or more shares of a non-US company listed.
page 20 | Lafarge | INDIVIDUAL SHAREHOLDER’S GUIDE 2011 Lafarge on the stock market
The Lafarge share price since January 2006 (basis 100)
Highest closing price of Lafarge shares: 119.20 euros (07/03/07) Lowest closing price of Lafarge shares: 26.06 euros (03/09/09) 04/21/11 3 Lafarge €47.14 180 3 CAC 40 4,021.88 Lafarge 160 CAC 40 02/01/06
140 3 Lafarge €66.46 3 CAC 40 4,754.92 120
100
80
60
40
20 Jan-06 May-06 Sep-06 Jan-07 May-07 Sep-07 Jan-08 May-08 Sep-08 Jan-09 May-09 Sep-09 Jan-10 May-10 Sep-10 Jan-11 Apr-11 3
Change between January 1st, 2006 and APRIL 21, 2011:
3 Lafarge share price I - 29.1% Source JCF 5.0 3 CAC 40 I - 15.4%
Stock market data over last 5 years
In euros 2010 2009 2008 2007 2006 on December 31st (closing price) 46.92 57.81 37.66 108.16 97.91 Annual change in share price -18.8% +53.5% -65.2% +10.5% +48.3% Annual change in CAC 40 -3.3% +22.3% -42.7% +1.3 % +17.5% Session (in euros) High 63.00 66.59 108.99 119.20 99.91 Low 35.57 26.06 27.91 86.45 63.90
Note: share prices for periods prior to the April 2009 rights issue have been adjusted using the coefficient published by Euronext. Changes are calculated on this adjusted basis.
INDIVIDUAL SHAREHOLDER’S GUIDE 2011 | Lafarge | page 21 Specific codes
The introduction of the loyalty dividend required the introduction of specific codes to determine which shares were entitled to the ordinary and loyalty dividend each year. These specific codes only apply to registered shares, because bearer shares are not entitled to the loyalty dividend.
Regardless of their specific code, all the shares are listed on NYSE Euronext (Paris) under the ISIN code FR0000120537.
Specific codes 2011
Date of registration Specific code Entitlement to loyalty dividend in No later than December 31st, 2008 FR0000066946 2011 Between January 1st and FR0010827691 2012 December 31st, 2009 Between January 1st and FR0010970111 2013 December 31st, 2010
Note : Code FR0010982207 applies to shares arising from the exercise of options between January 1st, 2011 and the dividend detachment date (July 1st, 2011), with entitlement to dividends from January 1st, 2011. These shares will be listed under the code FR0000120537 after the dividend detachment date.
page 22 | Lafarge | INDIVIDUAL SHAREHOLDER’S GUIDE 2011 Lafarge on the stock market
What is a dividend? Dividend
Dividends are variable income, The Annual General Meeting Dividends paid during the amount of which depends decides to distribute dividends the last five fiscal years on the profits made by the to shareholders. company. They represent Euros the portion of the profits that For the Net dividend the Annual General Meeting fiscal year decides to distribute to share- The loyalty dividend 2006 Normal 3.00 holders. dividend The remainder is put in reserve Since 1999, Lafarge shares which have been Loyalty 3.30 to increase the company’s registered for at least two years (either in a direct dividend equity and provide financing or administered registered account) receive a 2007 Normal 4.00 for its development. In order for dividend bonus of 10%. dividend a dividend to be paid, share- The period of two years which enables a share- Loyalty 4.40 dividend holders adopt a resolution at holder to benefit from this loyalty dividend is the Ordinary General Meeting 2008 Normal 2.00 calculated from January 1st of the year following called to approve the financial dividend the year of registration of the shares in a registered 3 statements for the previous Loyalty 2.20 account. The number of shares giving entitlement fiscal year. dividend to such increase held by any one shareholder 2009 Normal 2.00 On what date do you have cannot exceed 0.5% of the total share capital at dividend to own shares to be the relevant financial year time. The loyalty divi- Loyalty 2.20 entitled to the dividend? dend is sometimes referred to as a “prime de dividend fidélité” (PF). 2010 Normal 1.00 You must be the owner of your dividend shares on the day before Loyalty 1.10 the dividend detachment date dividend (exception are possible notably in case of rights issue).
Dividend for 2010 : 3 payment in cash, 3 ex-dividend date: july 1st, 2011, 3 payment date: july 6th, 2011.
INDIVIDUAL SHAREHOLDER’S GUIDE 2011 | Lafarge | page 23 Distribution of capital At December 31st, 2010, we had 271,500 shareholders reflecting the Group’s international dimension.
GEOGRAPHICAL DISTRIBUTION on december 31st, 2010
% France 27.7 United States of America 15.1 Belgium 22.3 United Kingdom 4.0 Luxembourg 14.4 Rest of the world 16.5
DISTRIBUTION BY TYPE OF SHAREHOLDER on december 31st, 2010
% Individual shareholders 11.1 * Treasury shares 0.1 French institutional shareholders 16.7 * Including 1.50% of the share capital held Non-French institutional shareholders 72.1 by Group employees
page 24 | Lafarge | INDIVIDUAL SHAREHOLDER’S GUIDE 2011 Lafarge on the stock market
Actions affecting the shares in the last 10 years
February 17th, 2000 Issue of 23,332,344 ORANE (bonds repayable in shares or in cash), with attached warrants, with a preferential subscription right for the benefit of shareholders, between February 17th and March 1st, 2000. Each old share carried one preferential subscription right, and 9 preferential subscription rights entitled the holder to subscribe for 2 ORANE + 2 warrants at a price of 74 euros each. The ORANE were repaid on May 24, 2000 at the price of 74.72 euros each. The warrants could be exercised at the rate of: • 4 warrants for 1 share at a price of 74 euros, until January 29th, 2001, • 4 BSA for 1.024 shares at a price of 74 euros from February 9th, to March 20th, 2001.
January 22nd, 2001 3 Issue with a Preferential Subscription Right for Shareholders of 14,110,592 new shares subscribed at the rate of 1 new share for 8 old shares, at the price of 80 euros per share. Subscription period from January 22nd to February 2nd, 2001 inclusive.
March 30th, 2001 Issue of 5,861,951 shares through the exercise of warrants, between March 20th, 2000 and March 20th, 2001.
July 15th, 2003 Issue with a Preferential Subscription Right for Shareholders of 31,831,528 new shares subscribed at the rate of 4 new shares for 17 old shares, at the price of 41 euros per share. Subscription period from June 19th to July 2nd, 2003, inclusive.
April 28th, 2009 Issue with a Preferential Subscription Right for Shareholders of 90,109,164 new shares subscribed at the rate of 6 new shares for 13 old shares, at the price of 16.65 euros per share. Subscription period from April 2nd to April 15th, 2009, inclusive.
INDIVIDUAL SHAREHOLDER’S GUIDE 2011 | Lafarge | page 25 page 26 | Lafarge | lINDIVIDUe guideA dL eSH l’actAREHOLDionnaEirR’Se GindividuUIDE 2011el 2008 CEMENT PLANT Uganda.
Lafarge shareholders
28 lafarge at your service 30 tHe shareholders’ consultative committee 31 general meeting
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INDIVIDUAL SHAREHOLDER’S GUIDE 2011 | Lafarge | page 27 Lafarge at your service Lafarge has set up a complete and extensive communication system to arouse your curiosity and reinforce your knowledge of the Group.
Dedicated team Contact 3 phone The Individual Shareholders’ Relations team is at your service to answer 0 800 235 235 your question and provide you with documents. (toll free number, for calls from France only) 3 e-mail: actionnaires.indivi- [email protected] 3 website: Franck Bichot Dalila Tounsi www.lafarge.com Manager Assistant 3 address: Individual Individual Lafarge Investor Investor Individual Shareholders’ Relations Relations Relations Department 61, rue des Belles-Feuilles “Lafarge has developed a strong relationship with its individual BP 40 75782 Paris Cedex 16 shareholders. We maintain an open dialogue through frequent France events specifically targeted to your group. This strengthens the link between Lafarge and its shareholders and I encourage you to attend these meetings.” Franck Bichot Manager Individual Investor Relations MORE INFORMATION on the diary of events Meetings to discuss matters with you for shareholders in 2011 3 www.lafarge.com 3 Individual Shareholders’ The General Meeting, information meetings (in Paris and in other regions Relations Department of France) and Actionaria exhibition in November in Paris are opportunities to find more about the Group and meet our teams.
page 28 | Lafarge | INDIVIDUAL SHAREHOLDER’S GUIDE 2011 Lafarge shareholders
A panel of documents
Numerous publications permit you to be informed of the Group financial results, as well as its commitments, its strategy and the latest Group news.
The website www.lafarge.com provides you all the news in direct. You will find a shareholders’ corner where you can register to different Lafarge services specially conceived for individual shareholders or those who want to learn more about the Group http://inscription.lafarge.com
April 2011 EN2D010 IO20 1 1 S C RISESUE CSPECIAL
g Inventin ion onstruct the c ow C orporate publications: f tomorr 3 o A N N U A L The institutional Brochure, the Annual report & regis- R EP O R T tration document, the sustainability Report, Crescendo DOCU NM SRT AI NE TRGEI (the Group’s review), etc. 0 1 0 2
Mars 2011
lettre aux actionnaires
Rencontre avec Bruno Lafont, Président-Directeur général tation de nouvelles lignes de production en Afrique, au Moyen-Orient, en Asie et en LAFARGE SHAREHOLDER’S Lafarge vient de publier ses résultats 2010, Amérique Latine. Nous avons par ailleurs comment analysez-vous la performance du réalisé des désinvestissements d’activi- G U ID E 2 0 1 1 G r o u p e ? tés non stratégiques, dépassant l’objectif annoncé de 500 millions d’euros, tout en 2010 a été une année globalement diffi cile nous renforçant sur d’autres marchés por- pour le secteur des matériaux de construc- teurs, notamment en Europe Centrale et au THE SHAREHOLDERS tion. Dans les marchés développés, les Brésil. Enfi n, nous avons confi rmé notre niveaux de construction sont restés à des capacité à réduire nos coûts, qu’il s’agisse plus-bas historiques. Malgré des premiers de coûts structurels ou d’investissement. T H E H E A R T signes d’amélioration, le taux élevé de Ces actions mises en œuvre en 2010 nous Shareholder publications: chômage et la dette des Etats et des positionnent favorablement pour répondre ménages ont continué à peser sur l’inves- à la croissance de 2011. Nous abordons OF LAFARGE 3 tissement privé en construction. Parallèle- par conséquent cette nouvelle année avec ment, les marchés émergents ont poursui- plus d’optimisme d’autant plus que les pre- vi leur forte croissance avec, dans un petit miers signes de la reprise se sont fait sentir nombre d’entre eux, l’arrivée de nouvelles en fi n d’année. Pour la première fois depuis capacités. 2008, nous avons en effet enregistré une Dans cet environnement, les équipes de croissance des volumes au dernier trimes- Lafarge ont travaillé à renforcer la solidité tre, c’est une indication importante pour du Groupe. Nous avons poursuivi la mise notre secteur. Suite page 2 The letter to shareholders en œuvre de notre plan d’augmentation de capacités dans les pays émergents à hau- teur de 12 millions de tonnes avec l’implan-
AU SOMMAIRE (only in French) and
C u l b P a g e 8 P a g e 7 P a g e s 4 - 6 A u s e rv ic e P a g e s 2 - 3 La vie du Club de nos actionnaires the individual shareholder’s guide Lafarge en Afrique des actionnaires L’actualité sub-saharienne, une 4 du Groupe terre d’opportunités
Financial notices: Financial notices in the financial and economic Nos actionnaires au cœur de not 3 re stratégie n°1 mondial C im e n t > Un espace actionnaires sur www.lafarge.com
> Un comité consultatif pour vous représen n°2 mondial G r a n u la t s ter press, press releases, notices in the Bulletin des Annonces Légales et > Des rencontres dans toute la France n°3 mondial > Une lettre aux actionnaires semestrielle B é t o n - P lâ t r e > Un numéro vert pour répondre à vos question
76 000 s : [email protected] et une adresse mail dédiée Obligatoires (BALO). C o l a b o r a t e u r s > Un Club des actionnaires pour découvr 78 les métiers et les valeurs de Lafarge P a y s ir P o u r d e v e n i r m e m b r e , c o n s u l t e z w w w. l a f a r g e . ou appelez le 16 169 M ` c o m C ehrdf aerfi’ 2s 0 1 0 V o u s d e v e z d é te n ir a u m o in s 5 0 o u u n e a c ti o n a u n o m in a ti f a c t io n s a u p o r t e u r
Prochains rendez-vous : Résultats du 1 trimestre : 5 mai 2011 Assemblée générale (Carrousel du Louvre, Paris) : 12 mai 2011 Réunion d’information (Parc Chanot, Marseille) : 14 juin 2011
Leader mondial des ma tériaux de construction Ciment, Granulats, Bé ton, Plâtre
INDIVIDUAL SHAREHOLDER’S GUIDE 2011 | Lafarge | page 29 Lafarge shareholders
The Shareholders’ Consultative Committee Created in 1995, the Shareholders’ Consultative Committee is made up of 12 people reflecting the composition of our private shareholder base.
Role Activities The Individual Shareholders’ Consultative The Committee meets an average of 3 times Committee is designed to: a year. 3 engage with shareholders and be attentive The term of office for members is 4 years. to their expectations, A member of the Committee is authorized 3 improve the Group’s financial to make several non-successive mandates. communications with individual Calls for application are launched in the letter shareholders, to shareholders. 3 inform and educate individual shareholders.
4 List of the members Daniel Bouchacourt (Val-de-Marne), Thierry Bunel (Aisne), Laurent Coupier (Bouches-du-Rhône), Richard Deschamps (Rhône), Anne Doris Dupuy (Gironde), Vincent Gaffiot (Yonne), Michel Gouy (Nord), Claude Haroche (Paris), Didier de Lavergnolle (Paris), Hugues Mitton (Paris), Yves Rambaud (Yvelines), Chantal Thiebaut (Meurthe-et-Moselle).
INDIVIDUAL SHAREHOLDER’S GUIDE 2011 | Lafarge | page 30 What different kinds General Meeting of General meeting are there? Any Lafarge shareholder, who proves his or her status before 3 days in advance of the date of the Meeting, has 3 O rdinary General Meetings the right to vote at the General Meeting. Shareholders can vote: take place within six months of the end of the fiscal year, 3 by attending the Meeting, and entail a report from the 3 by post, Board of Directors on its 3 by giving a proxy to their spouse or to another Shareholder, management of the company 3 or by giving a proxy to the Chairman. during the previous year. It approves the financial statements for the fiscal You are reminded that it is not necessary to If you have less than 200 bearer shares, year, appoints and renews block your shares to vote on resolutions at you can take part in General Meetings directors and auditors, and Lafarge General Meetings. by asking your account holder for the meeting fixes the amount of the documentation. dividend and the manner in which it will be paid. Documents relating to General Meetings 3 Extraordinary General If your shares are registered, or if you own at Meetings can be convened least 200 bearer shares, full documentation at any time, and have powers enabling you to take part in General Meetings to make amendments to will be sent to you automatically. NOTICE the bylaws and make deci- OCOMBINED F M SHAREHOLDERS’ E E T I N GMEETING sions about the issue of
Thursday, May 12, 2011 negotiable securities other 5 . 0 0 p . m . Carrousel du Louvre than ordinary bonds.
3 C ombined General Meetings conducts ordinary and extraordinary business on the more information same date and are convened on Lafarge General Meetings (notices of meetings, etc.) by a single notice of meeting. 3 www.lafarge.com 3 Individual Shareholders’ Relations Department
page 31 | Lafarge | INDIVIDUAL SHAREHOLDER’S GUIDE 2011 Lafarge shareholders
Consultation prior to the General Meeting
Available on our website, the consultation enables shareholders to express their expectations (subjects they would like to be discussed, questions they would like to ask during the Meeting, etc.).
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INDIVIDUAL SHAREHOLDER’S GUIDE 2011 | Lafarge | page 32 page 33 | Lafarge | lINDIVIDUe guideA dL eSH l’actAREHOLDionnaEirR’Se GindividuUIDE 2011el 2008 QUARRY, ARASMETA CEMENT PLANT India.
Manage your shares
35 Share accounts 39 Buying or selling Lafarge shares
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INDIVIDUAL SHAREHOLDER’S GUIDE 2011 | Lafarge | page 34 Share accounts
The different kinds of share accounts
There are 3 kinds of share accounts: 3 bearer accounts: the account is opened by your bank or stockbroker. Your identity is not known to Lafarge. 3 administered registered accounts: your shares are registered with Lafarge but your account is opened with your bank or stockbroker. Your identity is known to Lafarge but your financial advisor remains your point of contact. 3 direct registered accounts: your shares are held directly with Lafarge. Lafarge has entrusted the management of direct registered accounts to BNP Paribas Securities Services, who are your point of contact.
The characteristics of the various share accounts
En Euros Direct registered account Administered registered account Bearer account Account management BNP Paribas Securities Services appointed by Lafarge Bank or stockbroker Registered shares in a share savings Administered registered accounts are recommended rather than direct registered accounts scheme Notices of General Meetings Sent automatically to the shareholders Sent automatically by the bank or stockbroker to shareholders with 200 shares or more Admission to General Meetings Upon presentation of the admission letter or of identification Upon presentation of the admission letter issued on the basis of a certificate of holdings Participation in General Meetings Any Lafarge shareholder, who proves his or her status before 3 days in advance of the date of the Meeting, has the right to vote at the General Meeting. Voting rights(1) Double voting rights allocated to any share owned in registered form for at least two years (from date to date) One voting right per share Dividends(1) Dividend increased by 10% for any share owned in registered form for at least two years(2) No loyalty dividend Letters to shareholders Sent automatically to the shareholders Sent on request Custodians’ fees Paid by Lafarge Paid by the shareholder Variable fees depending on the bank or stockbroker Purchases/sales Orders(3) placed: Orders placed with the bank or stockbroker • directly via the internet, on the website(4) (https://planetshares.bnpparibas.com) Certain banks and stock market companies manage the gains • or by letter, fax or telephone(5) to BNP Paribas Securities Services realized The shareholder himself calculates any gains realized Fees on purchases/sales • Brokerage commission: 0.30% exc. VAT(6) of the gross Variable depending on the bank or stockbroker amount (without any minimum or maximum) • Bank commission: 7.62 euros exc. VAT(6)
page 35 | Lafarge | INDIVIDUAL SHAREHOLDER’S GUIDE 2011 Manage your shares
The characteristics of the various share accounts
(1) In the event of the inheritance or gift of shares, double voting rights attached to shares registered En Euros Direct registered account Administered registered account Bearer account for more than two years in the name of the same shareholder will be maintained for the heirs Account management BNP Paribas Securities Services appointed by Lafarge Bank or stockbroker or beneficiaries of the gift (right holders having a family relationship with the deceased or donor sufficient to entitle them under an intestacy), on condition that the shares continue to be held Registered shares in a share savings Administered registered accounts are recommended rather than direct registered accounts in a registered account. In the event of the inheritance, loyalty dividends attached to shares scheme registered for more than two years in the name of the same shareholder will be maintained for their heirs (right holders having a family relationship with the deceased sufficient to entitle them Notices of General Meetings Sent automatically to the shareholders Sent automatically by the bank or stockbroker to under an intestacy), on condition that the shares continue to be held in a registered account. shareholders with 200 shares or more st Admission to General Meetings Upon presentation of the admission letter or of identification Upon presentation of the admission letter issued on (2) The period of two years runs with effect from January 1 in the year following the year in which the basis of a certificate of holdings the shares were registered. The number of shares giving entitlement to such increases held by any one shareholder cannot exceed 0.5% of the total share capital at the relevant financial Participation in General Meetings Any Lafarge shareholder, who proves his or her status before 3 days in advance of the date of the Meeting, has the right to vote at the General Meeting. year time.
(1) Voting rights Double voting rights allocated to any share owned in registered form for at least two years (from date to date) One voting right per share (3) In order for your orders to be processed, BNP Paribas Securities Services must first have Dividends(1) Dividend increased by 10% for any share owned in registered form for at least two years(2) No loyalty dividend received your stock exchange service agreement, duly completed and signed. Letters to shareholders Sent automatically to the shareholders Sent on request (4) Excluding legal persons, minors or persons under a disability. Custodians’ fees Paid by Lafarge Paid by the shareholder (5) For orders placed by fax or telephone, you must send a letter of confirmation to BNP Paribas Securities Services within 48 hours. Variable fees depending on the bank or stockbroker Purchases/sales Orders(3) placed: Orders placed with the bank or stockbroker (6) As required by law, VAT is charged to French and European Union residents at the rate • directly via the internet, on the website(4) of 19.60%, and to residents of French overseas territories at the rate of 8.50%. (https://planetshares.bnpparibas.com) Certain banks and stock market companies manage the gains No VAT is charged to residents of Guyana or other non-residents. • or by letter, fax or telephone(5) to BNP Paribas Securities Services realized The shareholder himself calculates any gains realized 5 Fees on purchases/sales • Brokerage commission: 0.30% exc. VAT(6) of the gross Variable depending on the bank or stockbroker amount (without any minimum or maximum) • Bank commission: 7.62 euros exc. VAT(6)
INDIVIDUAL SHAREHOLDER’S GUIDE 2011 | Lafarge | page 36 Standard letters for share registration
To be sent to your bank to request the registration of your shares in an administered registered account
Forename(s) Surname Address Share account references Addressee Bank Address Date
Re: Registration of my Lafarge shares in an administered registered account
Dear Sir/Madam,
Upon receipt of this letter, could you please register the XX Lafarge shares that I hold in the above-mentioned share account, in an administered registered account to be opened in my name at your branch. Since this registration will entitle me to the loyalty dividend offered by Lafarge, it must be effective by no later than December 31st, 20XX.
Yours truly.
Signature
page 37 | Lafarge | INDIVIDUAL SHAREHOLDER’S GUIDE 2011 Manage your shares
To be sent to your bank to request the registration of your shares in a direct registered account
Forename(s) Surname Address Share account references Addressee Bank Address Date
Re: Transfer of my Lafarge shares into a direct registered account
Dear Sir/Madam,
Upon receipt of this letter, could you please transfer the XX Lafarge shares that I hold in the above-mentioned share account, to BNP Paribas Securities Services, in order for them to be registered in a direct registered account. Since this transfer will entitle me to the loyalty dividend offered by Lafarge, I should be grateful if you would ensure that my shares are effectively transferred to: BNP Paribas Securities Services CTS Services aux Emetteurs Services relations actionnaires Lafarge Grands Moulins de Pantin 9 rue du Débarcadère 93761 Pantin Cedex - France Before December 31st, 20XX.
Yours truly. Signature 5
More information download these standard letters on 3 www.lafarge.com
INDIVIDUAL SHAREHOLDER’S GUIDE 2011 | Lafarge | page 38 Buying or selling What are the most common shares stock market orders? 3 “limit” order indicates that you do not want to pay more than the stated price, if you are a buyer, and that Your shares are bearer shares you do not want to sell or are in an administered registered account below that price, if you are a seller. They allow you to You must place your order with your bank or stockbroker. be protected against market fluctuations, but involve a risk of non-execution. Your shares are in a direct registered account 3 order “at best” contains no indication of a price, and Via the Internet* will be executed at the price On the website (https://planetshares.bnpparibas.com). Your confidential access codes will determined by the order be sent to you by BNP Paribas Securities Services after your shares are registered in a direct book. They may be only registered account. partially filled. Any surplus is treated as a “limit” order. *Excludes legal persons, minors or persons under a disability. This type of order is useful for very liquid shares that one By letter, fax or telephone wishes to buy or sell quickly. Addressed to BNP Paribas Securities Services. In the case of orders placed by fax or telephone, you must send a letter of confirmation to BNP Paribas Securities Services within 48 hours. 3 “market” order contains no indication of a price and can only be completely filled (i.e. these orders cannot be Information your order must contain split). In exchange, these orders take priority over In order to be processed, your order must be clear and must provide certain information: other types of orders. 3 the name and ISIN code of the shares to be traded, They are used to trade 3 the type of transaction (purchase, sale), securities in very liquid 3 the quantity of shares to be traded, markets. The person 3 the execution price, placing the order is sure of buying or selling the 3 the duration of the order (no later than the end of the month). securities, but takes a risk as to the price of execution. In order for your orders to be processed (whichever method is used), BNP Paribas Securities Services must first have received your stock exchange service agreement, duly completed and signed. page 39 | Lafarge | INDIVIDUAL SHAREHOLDER’S GUIDE 2011 Manage your shares
The transfer of shares upon inheritance
If your shares are held in a direct registered account, they may be transferred into the name of your heir or heirs upon a request made by letter by the notary handling the estate, to BNP Paribas Securities Services, stating the names of the heirs and the number of shares to which each is entitled. The heirs may request that the shares be registered in their name, in a direct registered account, or that they be transferred into the share account held by their financial intermediary, either in bearer form or in an administered registered account.
Lafarge offers an advantage to its registered shareholders (whether direct or administered): the right to the loyalty dividend is transferred to heirs* on condition that the shares continue to be held in a registered account.
If your shares are held in an administered account or as bearer shares, you must take the same steps as regards the bank or stock- broker responsible for the management of your shares.
Transfer of shares by gift
If your shares are held in a direct registered account, all that is required is for you to write to BNP Paribas Securities Services asking them to transfer the shares to the share account of the beneficiary of the gift. This share account may be a direct registered account opened by BNP Paribas Securities Services in the name of the beneficiary, or any other share account opened with a bank or stockbroker.
The letter must also be signed by the beneficiary.
If your shares are held in an administered account or as bearer shares, you must take the same steps as regards the bank or stock- broker responsible for the management of your shares.
The right to loyalty dividend is transmitted only to heirs as part of an estate. In case of shares donation, the right to loyalty dividend is not transmitted.
*Right holders having a family relationship with the deceased sufficient to entitle them under an intestacy. 5
INDIVIDUAL SHAREHOLDER’S GUIDE 2011 | Lafarge | page 40 The Individual Shareholders’ Relations Department 3 phone 0 800 235 235 (toll free number, for calls from France only) 3 e-mail: [email protected] 3 website: www.lafarge.com 3 address: Lafarge Individual Shareholders’ Relations Department 61, rue des Belles-Feuilles – BP 40 75782 Paris Cedex 16 – France 3 fax : + 33 1 44 34 12 37
the website, www.lafarge.com and its dedicated shareholders’ information area
BNP Paribas Securities Services 3 phone 0 800 06 06 46 (toll free number, for calls from France only) or + 33 1 55 77 61 00 3 e-mail: [email protected] 3 address: BNP Paribas Securities Services CTS Services aux émetteurs Service relations actionnaires Lafarge Grands Moulins de Pantin 9 rue du Débarcadère 93761 Pantin Cedex – France 3 fax: + 33 1 55 77 34 17 LAFARGE 61, rue des Belles-Feuilles – BP 40 75782 Paris Cedex 16 – France Photo credits : Tel: + 33 1 44 34 11 11 © DR Médiathèque Lafarge, Ignus Gerber (p. 1, 2, 9, 11, 12, 13, 15, 16, 19, 20, 23, 24, 37, 38, 47), Fax: + 33 1 44 34 12 00 Mikolaj (p. 2), Stéphane de Bourgies - Abaca Press (p. 2), Oscar Niemeyer (architecte) (p. 11, 15, 16), Cedric Arnold – Rea (p. 14), Jacques Grison (p. 18), Alain Lebreton (p. 29), Pierre-François Grosjean (p. 47), Vincent Fillon - Manuelle Gautrand (architecte) (p. 47), Olivier Coulange (p. 47). www.lafarge.com