Shareholders’ guide Summary
1/ Lafarge 2/ CORPORATE in 2011 – page 4 GOVERNANCE – page 14
Lafarge Individual Investor Relations is glad to present you the 2012 shareholders’ guide.
The purpose of this guide is to answer your questions 3/ LAFARGE ON THE STOCK 4/ LAFARGE SHAREHOLDERS MARKET – page 18 – page 26 about Lafarge.
We hope this guide will meet your expectations and for further information,we recommend that you contact us at
toll free number, for calls from France only.
5/ MANAGE YOUR SHARES – page 34
02 I LAFARGE I INDIVIDUAL SHAREHOLDERS’ GUIDE I 2012
In 2011 1/ L afarge
Bruno Lafont
Chairman and Chief Executive Officer of Lafarge GOVERNANCE Dear shareholders, 2/ CORPORATE
In 2011, in a highly contrasting economic environment, we accomplished three major objectives: we met our debt reduction target of 2 billion euros; we refocused on our core businesses of Cement, Aggregates and Concrete; and we undertook a project to profoundly reorganize the Group.
Lafarge enters 2012 with caution and determination and concentrates its efforts to maximize its cash-flows and to reduce debt: a 500 million euros cost savings STOCK MARKET program, with a target of at least 400 million euros of savings generated by the end of 3/ LAFARGE ON THE 2012, actions on our sale prices in response to cost inflation, capping our investments at 800 million euros and pressing ahead with our divestment program, which should raise more than 1 billion euros. Reinforced by a new organization, these actions will enable us to reduce our debt substantially in 2012, strengthen our financial structure and differentiate our offer still further to the construction markets. LAFARGE
We also maintain our efforts in strengthening the link with our shareholders. 4/ SHAREHOLDERS In 2012, I will personally have the pleasure to meet you during several conferences and we are continuously trying to keep you informed. For instance, this guide is presented this year in a new version.
Yours sincerely, 5/ MANAGE YOUR SHARES bruno lafont
Lafarge I INDIVIDUAL SHAREHOLDERS’ GUIDE I 2012 I 03 LAFARGE IN 2011
Group Profile – 06 Strategy, priorities and commitments – 09 Group Businesses – 10
> Everyday life in China - urban planning and street atmosphere in Shanghai downtown, Lujiazui Central Green park, people walking along a basin.
04 I LAFARGE I INDIVIDUAL SHAREHOLDERS’ GUIDE I 2012
In 2011 1/ L afarge
Lafarge I INDIVIDUAL SHAREHOLDERS’ GUIDE I 2012 I 05 Lafarge, world leader Lafarge is a world leader in building materials, with top-ranking positions in its Cement, Aggregates & Concrete businesses. With a diversified and balanced geographic portfolio and 68,000 employees in 64 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.
% Western Europe 22.5 GROUP North America 20.3 15,284 REVENUES BY GEOGRAPHIC Africa & Middle East 25.5 Sales in 2011 AREA Central & Eastern Europe 8.5 In million euros Latin America 6.8 Asia 16.4
06 I LAFARGE I INDIVIDUAL SHAREHOLDERS’ GUIDE I 2012
Lafarge – In figures In 2011 1/ L afarge REVENUES in million euros 2011 15,284 2010 14,834 (4) 2009 15,884 (5)
EBITDA (1) in million euros 2011 3,217 2010 3,488 (4) 2009 3,600 (5)
CURENT OPERATING INCOME (2) in million euros 2011 2,179 2010 2,393 (4) 2009 2,477 (5)
FREE CASH-FLOW (3) in million euros 2011 1,208 2010 1,761 (4) 2009 2,834 (5)
GROUP NET DEBT in million euros 2011 11,974 2010 13,993 2009 13,795
NET INCOME GROUP SHARE in million euros 2011 593 2010 827 2009 736
NET EARNINGS PER SHARE in euros 2011 2.07 2010 2.89 2009 2.77
DIVIDEND PER SHARE in euros 2011 0.50 2010 1.00 2009 2.00
(1) Defined as the current operating income before depreciation and amortization on tangible and intangible assets. (2) Defined as operating income before capital gains, impairment, restructuring and others. (3) Defined as net operating cash generated by operations less sustaining capital expenditures. (4) 2010 figures have been restated following the disposal of Gypsum activities. The free cash-flow includes the 338 million euros one-time payment for the Gypsum competition fine. (5) Data published in 2010 for 2009 and not restated following the disposal of Gypsum activities.
Lafarge I INDIVIDUAL SHAREHOLDERS’ GUIDE I 2012 I 07 08 I LAFARGE I INDIVIDUAL SHAREHOLDERS’ GUIDE I 2012
In 2011 Strategy, priorities 1/ L afarge and commitments Our strategy aims at strengthening our position as world leader COMMITMENTS in building materials, in terms of market share, innovation, TO SUSTAINABLE recognition by customers, geographical portfolio, and profitability. DEVELOPMENT
Preservation of the Two strategic priorities environment and combating climate change: natural resource • Cement, primarily in emerging markets, where demography and urbanization drive savings, emissions reduction notably CO and biodiversity the needs for housing and infrastructure. 2 protection. • Innovative products and solutions, particularly construction systems, including sustainable construction solutions, which is becoming more prevalent in an increa- Health protection and medical sing number of countries. care for our employees and neighbouring communities.
More generally the Group’s social In 2012, three key priorities involvement, as illustrated by the Group’s actions in the economic • Cost reduction acceleration with a 500 million euros cost savings program, out of development of communities which at least 400 million euros of savings to be generated by the end of 2012. living around its sites. • Action on our sale prices in response to cost inflation.
• Debt reduction: maximizing cash-flows, capping our investments and divesting for more than 1 billion euros. ❙
> China, South Railway Station, Beijing.
Lafarge I INDIVIDUAL SHAREHOLDERS’ GUIDE I 2012 I 09 > Slovenia, sports hall in Podcetrtek. Cement – World Leader
Cement is the principal hydraulic binder. It is the Wherever possible, we use advanced plant principal strength-giving and property controlling designs (such as preheaters to heat raw materials component of concrete. It is a high quality, cost- prior to entering the kiln) and waste materials effective building material that is a key component (e.g. tires, used oils) to curb the use of fossil fuels. of construction projects throughout the world. In 2011, fuel waste materials accounted for close to 14% of our worldwide cement manufacturing Cement is made by extracting, crushing and fuel consumption, with almost two-thirds of our grinding calcium carbonate (limestone), silica cement plants using some form of fuel waste (sand), alumina and iron ore in appropriate materials. ❙ proportions and heating the resulting mixture in a rotary kiln to approximately 1,500°C. This process produces “clinker”, which is then finally ground with gypsum to make cement powder.
10 I LAFARGE I INDIVIDUAL SHAREHOLDERS’ GUIDE I 2012
In 2011 1/ L afarge
Activities: Cement, hydraulic binders and lime for construction, renovation and public works.
REVENUES NUMBER in million euros OF PLANTS 33% 9,975 166 CO2 emissions reduction objective per NUMBER ton of cement between OF EMPLOYEES PrEsent IN 1990 and 2020 43,400 58 countries
SALES BY GEOGRAPHIC AREA OF DESTINATION
% Western Europe 15 Central & Eastern Europe 10 Middle East & Africa 33 North America 11 Latin America 9 Asia 22
Lafarge I INDIVIDUAL SHAREHOLDERS’ GUIDE I 2012 I 11 > India, view of a road along a lake crossing Arasmeta rehabilitated quarry (Chhattisgarh state). Aggregates & Concrete Nº 2 & Nº 4 Worldwide
Aggregates and concrete, like cement, are key Concrete is a mix of aggregates, cement, admix- components of the building industry. tures, and water that hardens to form the world’s Aggregates are used as raw materials for concrete, most used building material. Tensile strength, masonry, asphalt, and other industrial processes, resistance to pressure, durability, set times, ease and as base materials for roads, landfills, and buil- of placing, aesthetics, workability under various dings. The primary aggregates we produce and weather and construction conditions as well as sell are hard rock (usually limestone and gra- environmental impact are the main characteristics nite), but we also produce natural sand and gra- that our customers consider when buying vel. Additionally, depending on the market, we concrete. From the very basic to the cutting edge, process and sell recycled asphalt and concrete. we produce and sell a wide range of concrete and masonry mixes to meet our customers’ diverse needs. ❙
12 I LAFARGE I INDIVIDUAL SHAREHOLDERS’ GUIDE I 2012
In 2011 1/ L afarge
Activities: Aggregates, ready-mix and precast concrete products, asphalt and paving for engineering structures, roads and buildings.
REVENUES NUMBER 392 in million euros OF PLANTS Aggregates industrial 5,227 1,438 sites in the world NUMBER OF EMPLOYEES PRESENT IN 23,200 35 countries
SALES BY GEOGRAPHIC AREA OF DESTINATION
% Western Europe 36 North America 39 Emerging markets 25
Lafarge I INDIVIDUAL SHAREHOLDERS’ GUIDE I 2012 I 13 CORPORATE GOVERNANCE
Board of directors – 16 Executive committee – 17
> South Africa, Circa (Everard Read) Art Gallery on Jellicoe Avenue, Johannesburg.
14 I LAFARGE I INDIVIDUAL SHAREHOLDERS’ GUIDE I 2012 GOVERNANCE 2/ CORPORATE
Lafarge I INDIVIDUAL SHAREHOLDERS’ GUIDE I 2012 I 15 Michel Rollier*, Michel Bon, Bertrand Collomb*, Baudouin Prot, Philippe Charrier, Jérôme Guiraud*, Ian Gallienne*, Paul Desmarais, Jr.*, Philippe Dauman, Véronique Weill, Nassef Sawiris*, Juan Gallardo, Hélène Ploix, Thierry de Rudder*, Bruno Lafont, Colette Lewiner, Oscar Fanjul
Board of directors
Appointed by the shareholders, the board of The Board of Directors created 4 Standing Directors determines the Group’s strategy Committees in charge of working and issuing and supervises its implementation. The Board recommendations within their specific scope: of Directors of Lafarge has 17 members (1), of the Audit Committee; the Corporate Governance whom 10 are independent (2). Oscar Fanjul and Nominations Committee; the remuneration holds the position of Vice-President of the Board Committee and the Strategy, Investment and of Directors (Lead Independent Director), which Sustainable Development Committee. ❙ is reserved for an independent director. This decision highlights Lafarge’s focus to implement
best practices in corporate governance. (1) At December 31st, 2011. The Annual Shareholders’ General Meeting (2) According to the Board of Directors’ criteria. appoints directors for a period of 4 years. * Termination of the position after the General Meeting to approve the financial statements for 2011.
16 I LAFARGE I INDIVIDUAL SHAREHOLDERS’ GUIDE I 2012 GOVERNANCE 2/ CORPORATE
Executive Committee 5 4 6 2 8 7 1 9 3 10
The role of the Executive Committee is to manage 5 Jean-Jacques Gauthier, Chief Financial and supervise group activities. Officer and Executive Vice-President 6 Christian Herrault, Operations Executive Vice-President 1 Bruno Lafont, 7 Gérard Kuperfarb, Chairman and Chief Executive Officer Executive Vice-President in charge 2 Jean-Carlos Angulo, of the Innovation function Operations Executive Vice-President 8 Eric Olsen, Executive Vice-President 3 Jean Desazars de Montgailhard, Organization and Human Resources Executive Vice-President for Strategy, 9 Alexandra Rocca, Development and Public Affairs Senior Vice-President, Communications 4 t homas Farrell, 10 Guillaume Roux, Executive Vice-President Operations Executive Vice-President in charge of the Performance function
Lafarge I INDIVIDUAL SHAREHOLDERS’ GUIDE I 2012 I 17 LAFARGE ON THE STOCK MARKET
Lafarge stock – 20 Dividend – 23 Distribution of capital – 24 Actions affecting the shares since 2000 – 25
> North America, Grand Rapids Art Museum (GRAM), Grand Rapids, Michigan.
18 I LAFARGE I INDIVIDUAL SHAREHOLDERS’ GUIDE I 2012 STOCK MARKET 3/ LAFARGE ON THE 3/ LAFARGE ON THE
Lafarge I INDIVIDUAL SHAREHOLDERS’ GUIDE I 2012 I 19 Lafarge stock WHAT IS A SHARE? A share is a negotiable instrument As at December 31st, 2011, the capital stock representing a portion of the company’s capital stock. of Lafarge was divided into 287,247,518 shares, with a par value of 4 euros each. WHAT IS THE DEFERRED SETTLEMENT SERVICE (SRD)? 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 This service, for which a charge is company’s bylaws. Shares are recorded by being entered in an made, enables the settlement of account in your name, either with a financial intermediary or transactions to be deferred to the end with Lafarge. Lafarge stock is eligible for Deferred Settlement of the stock market month (payment Service (SRD). for orders or delivery of shares).
Lafarge stock market listing WHAT IS AN AMERICAN DEPOSITARY RECEIPT ISIN Code I FR0000120537 (ADR)? EPIC Code I LG Where listed I NYSE Euronext (Paris) An ADR is a US negotiable certificate Indice I CAC 40 of deposit, representing one or more Ethical indices I FTSE4Good Monde, shares of a non-US company listed. FTSE4Good Europe, DJSI World Stock market capitalization on April 20, 2012 8.4 billion euros
Lafarge maintains an American Depositary Receipts (“ADRs”) program. Lafarge ADRs are traded on the Over-the-Counter market (“level one” program). Each ADR represents a quarter of a share. ❙ MORE INFORMATION about ownership of shares page 36 onwards
20 I LAFARGE I INDIVIDUAL SHAREHOLDERS’ GUIDE I 2012 The Lafarge share price Since January 2006 (basis 100)
LAFARGE SHARE PERFORMANCE RELATIVE TO THE CAC 40 04/20/12
180 Lafarge I €29.46
LAFARGE CAC 40 I 3,188.58 160 CAC 40
140 01/02/06 Lafarge I €66.46 120 CAC 40 I 4,754.92
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 May-11 Sep-11 Jan-12 April-12
Highest closing price of Lafarge shares: 119.20 euros (07/03/07) STOCK MARKET Lowest closing price of Lafarge shares: 22.28 euros (09/23/11) 3/ LAFARGE ON THE Change between January 1st, 2006 and April 20, 2012: Lafarge share price I -55.7% / CAC 40 I -32.9%
STOCK MARKET DATA OVER LAST 5 YEARS
In euros 2011 2010 2009 2008 2007 On December 31st (closing price) 27.16 46.92 57.81 37.66 108.16 Annual change in share price -42.1% -18.8% -53.5% -65.2% +10.5% Annual change in CAC 40 -17% -3.3% -22.3% -42.7% +1.3% Session (in euros) High 48.76 63.00 66.59 108.99 119.20 Low 22.28 35.57 26.06 27.91 86.45
Note: share prices for periods prior to April 2009 rights issue have been adjusted using the coefficient published by Euronext. Changes are calculated on this adjusted basis.
Lafarge I INDIVIDUAL SHAREHOLDERS’ GUIDE I 2012 I 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 2012
Entitlement Date of registration Specific code to loyalty dividend in
No later than December FR0000066946 2012 31st, 2009
Between January 1st and FR0010970111 2013 December 31st, 2010
Between January 1st and FR0011147479 2014 December 31st, 2011
Note: Code FR0011169994 applies to shares arising from the exercise of options between January 1st, 2012 and the dividend detachment date (July 3rd, 2012), with entitlement to dividends from January 1st, 2012. These shares will be listed under the code FR0000120537 after the dividend detachment date.
> Brazil, Niteroi Contemporary Art Museum (MAC), Rio de Janeiro.
22 I LAFARGE I INDIVIDUAL SHAREHOLDERS’ GUIDE I 2012 WHAT IS A DIVIDEND?
Dividends are variable income, the amount of which depends on Dividend the profits made by the company. They represent the portion of the profits that the Annual General The Annual General Meeting decides to distribute Meeting decides to distribute dividends to shareholders. to shareholders. The remainder is put in reserve to increase the company’s equity and provide financing for its development. In order for a dividend The loyalty dividend to be paid, shareholders adopt a resolution at the Ordinary General Since 1999, Lafarge shares which have been registered for at Meeting called to approve the financial least two years (either in a direct or administered registered statements for the previous fiscal year. account) receive a dividend bonus of 10%. The period of two years which enables a shareholder to benefit from this loyalty dividend is calculated from January 1st of the year following the ON WHAT DATE DO YOU year of registration of the shares in a registered account. The HAVE TO OWN SHARES number of shares giving entitlement to such increase held by TO BE ENTITLED TO any one shareholder cannot exceed 0.5% of the total share THE DIVIDEND? capital at the relevant financial year time. The loyalty dividend is sometimes referred to as a “prime de fidélité” (PF). ❙ STOCK MARKET 3/ LAFARGE ON THE 3/ LAFARGE ON THE You must be the owner of your shares on the day before the dividend detachment date DIVIDENDS PAID DURING THE LAST FIVE FISCAL YEARS (exception are possible notably in case of rights issue). For the Loyalty In euros dividend, you must be the owner For the fiscal year Net dividend of your shares on the day before 2007 Normal dividend 4.00 the payment date of the dividend. Loyalty dividend 4.40 2008 Normal dividend 2.00 Loyalty dividend 2.20 2009 Normal dividend 2.00 Loyalty dividend 2.20 DIVIDEND FOR 2011 2010 Normal dividend 1.00 Loyalty dividend 1.10 • payment in cash, 2011 Normal dividend O.50 rd • ex-dividend date: july 3 , 2012, Loyalty dividend 0.55 • payment date: july 6th, 2012.
Lafarge I INDIVIDUAL SHAREHOLDERS’ GUIDE I 2012 I 23 Distribution of capital At December 31st, 2011, the number of shareholders was 271,500 reflecting the Group’s international dimension.
GEOGRAPHICAL DISTRIBUTION ON DECEMBER 31ST, 2011
% France 27.2 Belgium 21.5 United States of America 17.6 Luxembourg 14.2 Rest of the world 19.5
DISTRIBUTION BY TYPE OF SHAREHOLDER ON DECEMBER 31ST, 2011
% Individual shareholders * 11.6 Treasury shares 0.1 French institutional shareholders 15.7 Non-French institutional shareholders 72.6
* Including 1.77% of the share capital held by Group employees.
> Everyday life in China - urban planning and street atmosphere in Shanghai downtown, Lujiazui Central Green park.
24 I LAFARGE I INDIVIDUAL SHAREHOLDERS’ GUIDE I 2012 Actions affecting the shares since 2000
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 to 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 warrants for 1.024 shares at a price of 74 euros from February 9th, to March 20th, 2001.
January 22nd, 2001 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. STOCK MARKET 3/ LAFARGE ON THE 3/ LAFARGE ON THE 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. ❙
Lafarge I INDIVIDUAL SHAREHOLDERS’ GUIDE I 2012 I 25 LAFARGE SHAREHOLDERS
Lafarge at your service – 28 The shareholders’ consultative committee – 31 General meeting – 32
> Jordan, Abdoun bridge in Amman.
26 I LAFARGE I INDIVIDUAL SHAREHOLDERS’ GUIDE I 2012
4/ LAFARGE SHAREHOLDERS
Lafarge I INDIVIDUAL SHAREHOLDERS’ GUIDE I 2012 I 27
Lafarge at your service
Lafarge has set up a complete and extensive communication system to raise your curiosity and reinforce your knowledge of the Group.
Franck Bichot - Manager A dedicated team Individual Investor Relations The Individual Investor Relations team is at your service to answer to your question and provide you with documents.
Meetings to interact with you The General Meeting, information meetings (in Paris and in other regions of France) and Actionaria exhibition in November in Paris are opportunities to find out more about the Group and meet our teams. ❙ Dalila Tounsi - Assistant Individual Investor Relations Contact
Phone I (toll free number, for calls from France only) E-mail I [email protected] Website I www.lafarge.com Address I Lafarge MORE INFORMATION on the diary of events for shareholders in 2012 Individual Investor Relations • www.lafarge.com 61, rue des Belles-Feuilles - BP 40 • Individual Investor Relations 75782 Paris Cedex 16 France
28 I LAFARGE I INDIVIDUAL SHAREHOLDERS’ GUIDE I 2012 A panel of documents
Numerous publications permit you to be informed of the Group financial results, as well as its com- mitments, its strategy and the latest Group news.
CORPORATE PUBLICATIONS LETTRE AUX ACTIONNAIRES The registration document & Annual report, mars 2012
INTERVIEW the sustainability Report*, Building Rencontre avec Bruno Lafont, SOMMAIRE Président-Directeur général
négatif des variations de change, qui n’ont pu être Lafarge vient de publier compensés par les résultats obtenus en matière de differently, Group Facts & Figures, etc. ses résultats 2011, quel réduction de coûts. est votre regard sur la per- formance du Groupe ? L’année 2011 a été marquée pour Lafarge par trois L’environnement écono- éléments importants. Nous avons d’abord atteint notre ants Les faits MarQu mique est demeuré très objectif de réduction de la dette de 2 milliards d’euros ; Page 03 contrasté en 2011. Le nous avons ensuite réalisé une opération stratégique poids des dettes souverai- majeure en cédant la majorité de nos actifs Plâtre nes des pays de la zone et en nous recentrant sur le Ciment, les Granulats et Euro et une reprise plus le Béton ; enfin nous avons engagé notre projet de lente qu’attendue aux réorganisation en profondeur du Groupe. Etats-Unis ont pesé sur la croissance mondiale. Quels sont vos objectifs pour 2012 ? Le Groupe aborde l’année 2012 avec prudence et détermi- nation et nous comptons poursuivre la réduction de notre Parallèlement Dans ce contexte, la reprise de la construction dans les endettement grâce à la mise en œuvre d’actions visant marchés développés n’a pas eu lieu même si elle sem- à maximiser nos cash flows opérationnels. Le Dossier à l’exécution d’un programme d’économies de Pages 04-06 ble avoir atteint un point bas, et nous n’anticipons pas de baisse significative du marché de la construction 500 millions d’euros, dont 400 millions d’euros en 2012, en 2012. De leur côté, la plupart des pays émergents nous agirons sur nos prix de vente en réponse à l’inflation ont tiré la croissance mondiale en 2011 et soutenu le des coûts et poursuivrons nos efforts de réduction des secteur de la construction, constituant ainsi le principal investissements en les limitant à 800 millions d’euros. levier de la croissance de notre chiffre d’affaires. Dans Nous prévoyons par ailleurs de réaliser plus d’un milliard cet environnement contrasté, le Groupe a dégagé un d’euros de nouveaux désinvestissements stratégiques. résultat net proche de 600 millions d’euros en 2011, pénalisé par une forte inflation des coûts et par l’impact
La Vie Du cLuB Page 07 « Nous avons réalisé une opération stratégique majeure en cédant la majorité de nos actifs Plâtre
et en nous recentrant sur le Ciment,Au-delà de ces actions, les dansGranulats un environnement 2012 et le Béton. » encore marqué par des incertitudes et qui doit nous inciter à la prudence, nous proposons de réduire le dividende à 50 centimes d’euro par action. Je suis bien sûr conscient que cette contribution à la réduction de l’endettement du Groupe représente Suite page un 2 effort important pour nos actionnaires, €1 1 I mars 2012 I 2 Mds ionnaires Le MéMo de réduction de la dette en 201 Lettre aux act Page 08
29/02/12 17:14:19
12_EXE11BIS.indd 1 LAFARGE_LAA-MARS20
SHAREHOLDER PUBLICATIONS The letter to shareholders (only in French) and the individual shareholders’ guide.
* Only available on our website.
The shareholders’ corner on www.lafarge.com 4/ LAFARGE SHAREHOLDERS
The website www.lafarge.com provides you with all the news in direct. The shareholders’ corner will allow you to register for different Lafarge services specially conceived for individual shareholders or those who want to learn more about the Group.
Lafarge I INDIVIDUAL SHAREHOLDERS’ GUIDE I 2012 I 29 > Canada, Absolute Condos, Marylin Monroe in Toronto (Ontario).
30 I LAFARGE I INDIVIDUAL SHAREHOLDER’S GUIDE I 2012 LIST OF THE MEMBERS Thierry Bunel (Aisne), Richard Deschamps (Rhône), Anne Doris Dupuy (Gironde), Michel Gouy (Nord), Claude Haroche (Paris), Bénédicte Katlama (Paris), Didier de Lavergnolle (Paris), Hugues Mitton (Paris), Dyna Peter-Ott (Bas-Rhin), Jean-Jacques Rechenmann (Var) The Shareholders Consultative Committee
Created in 1995, the Shareholders Consultative Committee is made up of 10 people reflecting the composition of our individual shareholder base.
Role Activities The Individual Shareholders’ Consultative The Committee meets an average of
Committee is designed to help the Group 3 times a year. 4/ LAFARGE
with: The term of office for members is 4 years. SHAREHOLDERS • the understanding of shareholders’ A member of the Committee is authorized expectations, to make several non-successive mandates. • the improvement of the Group’s Calls for application are launched in the financial communications with Letter to shareholders. ❙ individual shareholders, • the promotion of its shareholder relations policy, • and its individual shareholding > Canada, Absolute Condos, Marylin Monroe development strategy. in Toronto (Ontario).
Lafarge I INDIVIDUAL SHAREHOLDERS’ GUIDE I 2012 I 31
WHAT DIFFERENT General KINDS OF GENERAL Meeting MEETING ARE THERE? • Ordinary General Meetings Any Lafarge shareholder, who proves his or her take place within six months status before 3 business days in advance of the after the end of the fiscal year, and entail a report from the Board date of the Meeting, has the right to vote at the of Directors on its management of General Meeting. Shareholders can vote: the company during the previous • by attending the Meeting, year. It approves the financial • by post or on-line, statements for the fiscal year, • by giving a proxy to a person of your choice, appoints and renews directors and • or by giving a proxy to the Chairman. auditors, and fixes the amount of the dividend and the manner in which it will be paid.
• Extraordinary General Meetings can be convened at any time, You are reminded that it is not necessary to block your shares and have powers to make to vote on resolutions at Lafarge General Meetings. amendments to the bylaws and make decisions about the issue of negotiable securities other than ordinary bonds.
Documents relating • Combined General Meetings to General Meetings conduct ordinary and extraordinary business on the same date and are convened by a single notice of meeting. If your shares are registered, full documentation enabling you to take part in General Meetings NOTICE will be sent to you automatically. S’ MEETING SHAREHOLDER OFORDINARY MEETING Tuesday, May 5.0015, 2012 p.m. If you own bearer shares, you can take part Salle Pleyel in General Meetings by asking your account MORE INFORMATION on Lafarge General Meetings holder for the meeting documentation. ❙ (notices of meetings, etc.) • www.lafarge.com • Individual Investor Relations
32 I LAFARGE I INDIVIDUAL SHAREHOLDERS’ GUIDE I 2012 New : To participate in the shareholders’ meeting via Internet
From now, you may ask to receive notices of Lafarge shareholders’ meeting by e-mail.
You may also participate in the shareholders’ meeting via Internet by connecting to a secured dedicated website: https://gisproxy.bnpparibas.com/lafarge.pg By accessing this website, you can choose to vote on-line, give a proxy or ask for an admission card to attend in person.
Consultation prior to the General Meeting
Available on our website, the consultation enables you to express your expectations (subjects you would like to be discussed, questions you would like to ask during the Meeting, etc.).
4/ LAFARGE SHAREHOLDERS
Lafarge I INDIVIDUAL SHAREHOLDERS’ GUIDE I 2012 I 33 MANAGE YOUR SHARES
Share accounts – 36 Buying or selling Lafarge shares – 40
> Qatar, Simsimah quarry.
34 I LAFARGE I INDIVIDUAL SHAREHOLDERS’ GUIDE I 2012
5/ MANAGE YOUR SHARES
Lafarge I INDIVIDUAL SHAREHOLDERS’ GUIDE I 2012 I 35 Share accounts
The different kinds of share accounts
There are 3 kinds of share accounts. • Bearer accounts: the account is opened by your bank or stockbroker. Your identity is not known to Lafarge. • 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. • 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
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
Notice of General Meetings Sent automatically to the shareholders Sent upon request by the bank or stockbroker
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 business 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 Orders (3) placed directly via the internet, on the website (4) Orders placed with the bank or stockbroker (https://planetshares.bnpparibas.com) or by letter, fax Purchases/sales or telephone (5) to BNP Paribas Securities Services Certain banks and stock market companies The shareholder himself calculates any gains realized manage the gains realized • Brokerage commission: 0.30% exc. VAT (6) of the gross Fees on purchases/sales amount (without any minimum or maximum) Variable depending on the bank or stockbroker • Bank commission: 7.62 euros exc. VAT (6)
36 I LAFARGE I INDIVIDUAL SHAREHOLDERS’ GUIDE I 2012 (1) In the event of the inheritance or gift of shares, double voting rights attached to shares registered for more than two years in the name of the same shareholder will be maintained for the heirs 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 in a registered account. In the event of the inheritance, loyalty dividends attached to shares 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 Direct registered account Administered registered account Bearer account deceased sufficient to entitle them under an intestacy), on condition that the shares Account management BNP Paribas Securities Services appointed by Lafarge Bank or stockbroker continue to be held in a registered account. Registered shares in a share savings Administered registered accounts are recommended rather than direct registered accounts (2) The period of two years runs with effect scheme from January 1st in the year following the year in which the shares were registered. Notice of General Meetings Sent automatically to the shareholders Sent upon request by the bank or stockbroker The number of shares giving entitlement to such increases held by any one shareholder 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 cannot exceed 0.5% of the total share capital at the relevant financial year time. Participation in General Meetings Any Lafarge shareholder, who proves his or her status before 3 business days in advance of the date of the Meeting, has the right to vote at the General Meeting (3) In order for your orders to be processed, 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 BNP Paribas Securities Services must first have received your stock exchange service Dividends (1) Dividend increased by 10% for any share owned in registered form for at least two years (2) No loyalty dividend agreement, duly completed and signed.
Letters to shareholders Sent automatically to the shareholders Sent on request (4) Excluding legal persons, minors or persons Custodians’ fees Paid by Lafarge Paid by the shareholder under a disability.
Variable fees depending on the bank or stockbroker (5) For orders placed by fax or telephone, you must send a letter of confirmation to BNP Paribas (3) (4) Orders placed directly via the internet, on the website Orders placed with the bank or stockbroker Securities Services within 48 hours. (https://planetshares.bnpparibas.com) or by letter, fax Purchases/sales (5) Certain banks and stock market companies or telephone to BNP Paribas Securities Services (6) As required by law, VAT is charged to French manage the gains realized The shareholder himself calculates any gains realized and European Union residents at the rate of • Brokerage commission: 0.30% exc. VAT (6) of the gross 19.60%, and to residents of French overseas 5/ MANAGE YOUR SHARES Fees on purchases/sales amount (without any minimum or maximum) Variable depending on the bank or stockbroker territories at the rate of 8.50%. No VAT is • Bank commission: 7.62 euros exc. VAT (6) charged to residents of Guyana or other non-residents.
Lafarge I INDIVIDUAL SHAREHOLDER’S GUIDE I 2012 I 37 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
38 I LAFARGE I INDIVIDUAL SHAREHOLDERS’ GUIDE I 2012 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 before December 31st, 20XX to: BNP Paribas Securities Services CTS Service aux émetteurs Service relations actionnaires Lafarge Grands Moulins de Pantin 9 rue du Débarcadère 93761 Pantin Cedex - France
Yours truly. Signature 5/ MANAGE More information YOUR SHARES download these standard letters • www.lafarge.com
Lafarge I INDIVIDUAL SHAREHOLDERS’ GUIDE I 2012 I 39
Buying or selling WHAT ARE THE MOST shares COMMON STOCK MARKET ORDERS?
• “Limit” order indicates that Your shares are bearer shares you do not want to pay more than the stated price, if you are or are in an administered registered account a buyer, and that you do not You must place your order with your bank or stockbroker. want to sell below that price, if you are a seller. They allow you to be protected against market fluctuations, but involve Your shares are in a direct registered account a risk of non-execution. • Order “at best” contains no Via the Internet* indication of a price, and will be On the website (https://planetshares.bnpparibas.com). Your confidential access codes executed at the price determined will be sent to you by BNP Paribas Securities Services after your shares are registered by the order book. They may be in a direct registered account. * Excludes legal persons, minors or persons under a disability. only partially filled. Any surplus is treated as a “limit” order. By letter, fax or telephone This type of order is useful for very liquid shares that one Addressed to BNP Paribas Securities Services. In the case of orders placed by fax or wishes to buy or sell quickly. telephone, you must send a letter of confirmation to BNP Paribas Securities Services within 48 hours. ❙ • “Market” order contains no indication of a price and can only be completely filled (i.e. these orders cannot be split). Information your order must contain In exchange, these orders take In order to be processed, your order must be clear and must provide certain information: priority over other types of orders. • the name and ISIN code of the shares to be traded, They are used to trade securities in very liquid markets. The person • the type of transaction (purchase, sale), placing the order is sure of buying • the quantity of shares to be traded, or selling the securities, but takes • the execution price, a risk as to the price of execution. • the duration of the order (no later than the end of the month). ❙
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.
40 I LAFARGE I INDIVIDUAL SHAREHOLDER’S GUIDE I 2012 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 stockbroker 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 stockbroker 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/ MANAGE YOUR SHARES
Lafarge I INDIVIDUAL SHAREHOLDERS’ GUIDE I 2012 I 41
INDIVIDUAL investor RELATIONS DEPARTMENT
• Phone (toll free number,for calls from France only) • E-mail: [email protected] • Website: www.lafarge.com • Address : LAFARGE - Individual Investor Relations 61, rue des Belles-Feuilles – BP 40 - 75782 Paris Cedex 16 – France • Fax: + 33 1 44 34 12 37
THE WEBSITE, www.lafarge.com AND ITS DEDICATED SHAREHOLDERS’ INFORMATION AREA
Crédits photos : BNP Paribas Securities Services © DR Médiathèque Lafarge (p. 3, 4, 5, 8, 10, 11, 12, 13, 14, 15, 16, 18, 19, • Phone 22, 24, 26, 27, 30, 36, 37) ; François Daburon (p. 3) ; Ignus Gerber (p. 4, 5, (toll free number, for calls from France only) 8, 11, 12, 14, 15, 22, 24, 26, 27, 30) ; or + 33 1 55 77 61 00 Lafarge Cement Slovenia - Miran Kambic • E-mail: [email protected] - Enota d.o.o. (architecte) (p. 10) ; Justin Creedy Smith (p. 13) ; Pierre Swanepoel • Address: BNP Paribas Securities Services (architecte) (p. 14, 15) ; Claude Cieutat CTS Service aux émetteurs (p. 16) ; Charles Callaghan (p. 18, 19) ; Service relations actionnaires Lafarge Oscar Niemeyer (architecte) (p. 22) ; Alain Lebreton (p.29) ; MAD Studio et Grands Moulins de Pantin Burka Varacelli, architectes (p. 30) ; Peter 9 rue du Débarcadère - 93761 Pantin Cedex – France Casamento (p. 36, 37). • Fax: + 33 1 55 77 34 17 Lafarge 61, rue des Belles-Feuilles, BP 40, 75782 Paris Cedex 16, France Tél. : + 33 1 44 34 11 11 Fax : + 33 1 44 34 12 00 www.lafarge.com