Notice of Meeting

COMBINED ORDINARY AND EXTRAORDINARY SHAREHOLDERS’ MEETING Friday, January 18, 2008 10:30 a.m. at the Palais des Sports de Paris

171207AVClafargeGB.indd Sec2:1 17/12/07 19:47:19 WHAT INFORMATION IS CONTAINED IN THIS BROCHURE?

> WELCOME TO THE LAFARGE SHAREHOLDERS’ MEETING PAGE 03

> HOW CAN I PARTICIPATE IN THE NEXT SHAREHOLDERS’ MEETING? PAGE 04

> WHO ARE THE MEMBERS OF THE BOARD OF DIRECTORS? PAGE 06

> WHAT WAS THE GROUP’S PERFORMANCE IN 2006 AND 2007? PAGE 08

> INFORMATION ON THE ACQUISITION OF ORASCOM CEMENT PAGE 12

> REPORT ON CERTAIN RESOLUTIONS THAT FALL WITHIN THE POWER OF THE EXTRAORDINARY SHAREHOLDERS’ MEETING PAGE 14

> WHICH RESOLUTIONS WILL BE SUBMITTED TO THE SHAREHOLDERS’ MEETING FOR VOTING? PAGE 16

> WHAT ELSE DO I NEED TO KNOW? PAGE 21

> DOCUMENT REQUEST FORM PAGE 23

■ WHY DID I RECEIVE THIS NOTICE OF ■ WHERE CAN I FIND ADDITIONAL MEETING AND A VOTING FORM? INFORMATION? We sent you the notice of the Shareholders’ Meeting > On our Internet site and a voting form because you hold Lafarge shares. This brochure contains the resolutions on which you You have access to our on-line library by visiting our are being called upon to vote, as a shareholder, and the website, www.lafarge.com (under the Publications information on these resolutions, so that you can make section). an informed decision. The voting form allows you to All the press releases concerning the Group’s activities inform us of whether you will attend the Shareholders’ and results are also available on our website. Meeting or vote by mail or by proxy, if you do not attend the Meeting. > By calling the toll free number (for calls from France only) For any question related to the Shareholders’ Meeting, do not hesitate to contact us at the French toll free number.

> At the head offi ce You can also consult all the documents that will be submitted to the Shareholders’ Meeting which the Company is required to make available to its shareholders, at Lafarge’s head ofÞ ce.

> The notice prior to this Meeting, issued in compliance with Article R.225-73 of the Commercial Code, was published in BALO, the French legal announcement bulletin, on Friday, December 14, 2007.

> The Shareholders’ Meeting will be recorded and broadcasted in real time on our website at www.lafarge.com and will be available for viewing thereafter.

PAGE 02 NOTICE OF MEETING LAFARGE

171207AVClafargeGB.indd Sec2:2 17/12/07 19:47:20 Welcome to the Lafarge Shareholders’ Meeting

The Combined Ordinary and Extraordinary Shareholders’ Meeting will be held at the Þ rst convocation on Friday January 18, 2008 at 10:30 a.m. at Palais des Sports de Paris, 1 place de la Porte de Versailles, 75015 Paris, France.

■ ALL LAFARGE SHAREHOLDERS ARE ENTITLED ■ IT IS EASIER TO PARTICIPATE IN THE TO PARTICIPATE IN THE SHAREHOLDERS’ SHAREHOLDERS’ MEETING MEETING You do not need to block your shares to participate in You can attend the Shareholders’ Meeting in person or the Shareholders’ Meeting: vote by mail or proxy. The two required conditions are > if you hold registered shares, you have to be recorded you must be a Lafarge shareholder (no matter how many in the issuer account or a managed account by Monday, shares you hold) and you must prove your identity as January 14, 2008; a shareholder no later than Monday, January 14, > if you hold bearer shares, your bank will have to certify, 2008, and the supporting documents must reach us by no later than Monday, January 14, 2008, that you are January 17, 2008 at 3 p.m. a shareholder by producing a statement of holdings when sending your voting form to BNP Paribas Securities Services (clearing bank) G.C.T. – Service aux Émetteurs – Service Assemblée Lafarge – Immeuble Tolbiac – 75450 Paris Cedex 09, France, by Thursday, January 17, 2008 at 3 p.m.

■ TO REACH PALAIS DES SPORTS DE PARIS

> Metro: Rue de la CROIX NIVERT Line 12,

Porte de Versailles Station 39

nue FELIX FAURE Ave > Bus: Rue de VAUGIRARD M 8 Rue LECOURBE Place PC1 M 12 Rue DESNOUETTES Lines 80-39, BALARD P Rue du HAMEAU P Porte de Versailles Station Boulevard VICTOR PC1 80 PLACE DE LA P PORTE DE Boulevard LEFEBVRE 189 39 169 VERSAILLES RER C Tramway: P > Ave SÈVRES

nue de la nue de la PORTE D Tram 3, Ave PORTE DE PARC DES EXPOSITIONS Porte de Versailles Station PARC DES EXPOSITIONS Rue de la PORTE D'ISSY

nue ERNEST RENAN Boulevard PÉRIPHÉRIQUEAve E LA PLAINE

Quorum rules for Shareholders’ Meetings The law of July 26, 2005 “for conÞ dence in and modernization of the economy” reduced the quorum requirement for Shareholders’ Meetings. The quorum applicable to Ordinary Shareholders’ Meeting is now reduced to 20% at the Þ r st convocation (Art. L. 225-98 of the French Commercial Code) and the quorum for Extraordinary Shareholders’ Meetings is reduced to 25% at the Þ rst convocation and 20% at the second convocation (Art. L. 225-96 of the French Commercial Code). The 2008 Combined Ordinary and Extraordinary Shareholders’ Meeting will be held at the Þ rst convocation, which will require a quorum of 25% of the voting rights present or represented.

LAFARGE NOTICE OF MEETING PAGE 03

171207AVClafargeGB.indd Sec2:3 17/12/07 19:47:21 HOW CAN I PARTICIPATE IN THE NEXT SHAREHOLDERS’ MEETING?

TO VOTE

You can attend the Shareholders’ Meeting in person or vote by mail or proxy. In any event, you mark your choice on the voting form enclosed with this notice. To optimize preparations for the Shareholders’ Meeting, you must send in your instructions as soon as possible.

TO FILL OUT THE VOTING FORM

■ I WOULD LIKE TO ATTEND THE ■ I WOULD LIKE TO BE REPRESENTED AT THE SHAREHOLDERS’ MEETING SHAREHOLDERS’ MEETING > Check box A of the form; To vote, you have to choose from 3 options. > Date and sign at the bottom of the form. To give your proxy to the Lafarge Chairman BNP Paribas Securities Services, Lafarge’s clearing bank, > Check box B on the form; sends you your admission card. > Date and sign the bottom of the form. If you have not received your admission card by January 14, 2008, you can call BNP Paribas Securities Your votes will be added to those of the Chairman. Services at (toll free number for The Chairman will vote “yes” for the adoption of the calls from France only) or +33 (0)1 55 77 61 00, which resolutions submitted or recommended by the Board of will give you the number of your admission card. This Directors and “no” for the other ones. number will allow you to be identiÞ ed on the day of the To vote by mail Shareholders’ Meeting and you will be able to vote. > Check boxes B and 2 of the form; You will arrive on the date of the Shareholders’ Meeting > Indicate your vote: with your admission card (or the number given to you If you want to vote “no” on a resolution, or to “abstain” (an by BNP Paribas Securities Services). abstention is counted as a “no” vote), shade the box that If you have not had the time to request your admission corresponds to the number of the relevant resolution. card, or if you have not received it on the day of the Do not shade the box if you want to vote “yes” on a Shareholders’ Meeting: resolution; > your status as a registered shareholder will enable > Date and sign the bottom of the form. you to attend the Shareholders’ Meeting by simply To give your proxy to your spouse or another presenting proof of your identity at the appropriate shareholder desk in the Meeting room; > Check boxes B and 3 of the form; > as a bearer shareholder, you must ask your Þ nancial intermediary to provide you with a certiÞ cate of > Indicate the full name and address of the person who holding. This document will enable you to attend the will represent you; Shareholders’ Meeting. > Date and sign the bottom of the form.

■ SEND IN MY VOTING FORM > I hold registered shares a shareholder by producing a certiÞ cate of holding (issuer account or managed account) and send your form to BNP Paribas Securities Services, You return the form to BNP Paribas Securities Services before Thursday, January 17, 2008 at 3:00 p.m. (Paris using the pre-paid envelope provided. BNP Paribas time). Securities Services must receive your form no later All operations related to the Shareholders’ Meeting are than Thursday, January 17, 2008 at 3:00 p.m. conducted by BNP Paribas Securities Services, Lafarge’s (Paris time). clearing bank. > I hold bearer shares BNP Paribas Securities Services Services G.C.T. Service aux Émetteurs – Service You send the form to the Þ nancial intermediary (bank, Assemblée Lafarge brokerage Þ rm or on-line broker) that administers your Immeuble Tolbiac – 75450 Paris cedex 09 account. We suggest you do this as soon as possible, because Whatever your status, do not send your voting form your Þ nancial intermediary must conÞ rm that you are directly to Lafarge.

PAGE 04 NOTICE OF MEETING LAFARGE

171207AVClafargeGB.indd Sec2:4 17/12/07 19:47:22 How can I participate in the next Shareholders’ Meeting?

TO FILL OUT THE VOTING FORM

B To be represented at the Shareholders’ A To receive your admission card Meeting, check box B. to attend the Shareholders’ Meeting in person, check box A.

IMPORTANT : avant d’exercer votre choix, veuillez prendre connaissance des instructions situées au verso / Before selecting, please see instructions on reverse side. A QUELLE QUE SOIT L’OPTION CHOISIE, DATER ET SIGNER AU BAS DU FORMULAIRE / WHICHEVER OPTION IS USED, DATE AND SIGN AT THE BOTTOM OF THE FORM A. Je désire assister à cette assemblée et demande une carte d’admission : dater et signer au bas du formulaire / I wish to attend the meeting and request an admission card : date and sign at the bottom of the form. B. J’utilise le formulaire de vote par correspondance ou par procuration ci-dessous, selon l’une des 3 possibilités offertes / I prefer to use the postal voting form or the proxy form as specified below. B ASSEMBLÉE GÉNÉRALE MIXTE CADRE RESERVE / For Company’s use only convoquée le vendredi 18 janvier 2008, à 10 h 30 heures (heure de Paris), au Paris Identifiant / Account Expo Palais des Sports, Place de la Porte de Versailles, 75015 Paris. VS / single vote Nominatif Siège Social : 61, rue des Belles Feuilles COMBINED SHAREHOLDERS’ MEETING Registered VD / double vote BP 40 - 75782 Paris Cedex 16 to be held on Friday January 18th 2008, at 10 h 30 a.m. (Paris time), at Paris Expo Nombre Number S.A. au capital de 697 115 440 euros - 542 105 572 R.C.S. Paris Palais des Sports, Place de la Porte de Versailles, 75015 Paris. d’actions of shares Porteur / Bearer Nombre de voix / Number of voting rights 2 1 3

JE VOTE PAR CORRESPONDANCE / I VOTE BY POST JE DONNE POUVOIR AU PRÉSIDENT JE DONNE POUVOIR A : (soit le conjoint, soit un autre actionnaire - Cf. au verso renvoi (2) - See reverse (2) DE L'ASSEMBLÉE GÉNÉRALE cf. renvoi (2) au verso) pour me représenter à l’assemblée I HEREBY APPOINT (you may give your PROXY either to your spouse or to Je vote OUI à tous les projets de résolutions présentés ou agréés Sur les projets de résolutions non agréés par le dater et signer au bas du formulaire, sans rien remplir par le Conseil d’Administration ou le Directoire ou la Gérance, à Conseil d’Administration ou le Directoire ou la I HEREBY GIVE MY PROXY TO THE CHAIRMAN another shareholder - see reverse (2)) to represent me at the above l’EXCEPTION de ceux que je signale en noircissant comme ceci Gérance, je vote en noircissant comme ceci OF THE MEETING mentioned meeting. la case correspondante et pour lesquels je vote NON ou je la case correspondant à mon choix. M, Mme ou Mlle / Mr, Mrs or Miss m’abstiens. date and sign the bottom of the form without completing it cf. au verso renvoi (3) - See reverse (3) I vote FOR all the draft resolutions approved by the Board of On the draft resolutions not approved by the Adresse / Address Directors EXCEPT those indicated by a shaded box - like this , for Board of directors, I cast my vote by shading which I vote against or I abstain. the box of my choice - like this . Oui Non/No Oui Non/No 1 2 3 4 5 678 9 Yes Abst/Abs Yes Abst/Abs ATTENTION : S’il s’agit de titres au porteur, les présentes instructions ne seront valides que si elles sont directement enregistrées par votre teneur de comptes. A F CAUTION : If it is about bearer securities, the present instructions will be valid only if they are directly registered by your account-keepers. 10 11 12 13 14 15 16 17 18 B G

19 20 21 22 23 24 25 26 27 Nom, Prénom, Adresse de l’actionnaire (si ces informations figurent déjà, les vérifier et les rectifier éventuellement) C H - Surname, first name, address of the shareholder (if this information is already supplied, please verify and correct if necessary) Cf. au verso renvoi (1) - See reverse (1) 28 29 30 31 32 33 34 35 36 D J Whatever your choice, 37 38 39 40 41 42 43 44 45 E K do not forget to date and sign the form. Si des amendements ou des résolutions nouvelles étaient présentés en assemblée / In case amendments or new resolutions are proposed during the meeting. - Je donne pouvoir au Président de l'A.G. de voter en mon nom. / I appoint the Chairman of the meeting to vote on my behalf . . - Je m’abstiens (l’abstention équivaut à un vote contre). / I abstain from voting (is equivalent to a vote against) ...... - Je donne procuration (cf. au verso renvoi 2) à M, Mme ou Mlle ...... pour voter en mon nom / I appoint (see reverse (2)) Mr, Mrs or Miss / to vote on my behalf Pour être prise en considération, toute formule doit parvenir au plus tard : Date & Signature In order to be considered, this completed form must be returned at the latest

le 17 janvier 2008 avant 15 h (heure de Paris) / 17th January 2008 before 3.00 p.m. (Paris time)

à / at BNP PARIBAS SECURITIES SERVICES, GCT Assemblées, Immeuble Tolbiac, 75450 PARIS Cedex 09

2 You vote by mail. 1 You give your proxy to 3 You give your proxy to the Lafarge Chairman. another shareholder who will attend the Shareholders’ Meeting in person.

LAFARGE NOTICE OF MEETING PAGE 05

171207AVClafargeGB.indd Sec2:5 17/12/07 19:47:22 WHO ARE THE MEMBERS OF THE BOARD OF DIRECTORS?

COMPOSITION OF THE BOARD OF DIRECTORS

Bruno Lafont Michel Bon Chairman and CEO Director Other directorships and positions: Chairman of the Oscar Fanjul supervisory board of Devoteam and Éditions du Cerf. Director of Sonepar and Banque Transatlantique. Senior Director, non-executive Vice-Chairman adviser of Dôme Close Brothers and Permira. Other directorships and positions : Vice-Chairman Chief Executive OfÞ c er of Omega Capital SL (Spain). Director Philippe Charrier of Marsh & McLennan Companies (United States), the London Stock Exchange (United Kingdom), Acerinox Director (Spain), Inmobiliaria Colonial (Spain) and Areva. Other directorships and positions: Vice-Chairman and Honorary Chairman of Repsol YPF (Spain). International Chief Executive OfÞ c er of Oenobiol. Chairman of the adviser with Goldman Sachs. Trustee of the International board of directors of Alphident and Dental Emco SA. Accounting Standards Committee Foundation (IASCF). Director of the HEC Foundation and of CEMS (Community of European Management Schools). Chairman of Bertrand Collomb Entreprise et Progrès. Director, Honorary Chairman of Lafarge Philippe Dauman Other directorships and positions: Director of Total, ATCO Ltd (Canada) and DuPont (United States). Trustee Director of the International Accounting Standards Committee Other directorships and positions: Chairman and Chief Foundation (IASCF). Member of the European Round Table Executive OfÞ c er of Viacom Inc. (United States). Director of Industrialists (ERT). Chairman of the French Institute of National Amusements Inc. (United States). Member of of International Relations (IFRI). Vice-Chairman of the the Dean’s Council for the University of Columbia Law Global Business Coalition against HIV/Aids. Member of School. the Institut de France (Académie des Sciences Morales et Politiques). Chairman of the Institut des Hautes Études pour la Science et la Technologie. Juan Gallardo Director Michael Blakenham Other directorships and positions: Chairman of Grupo Director Embotelladoras Unidas S.A. de C.V. (Mexico). Director of Grupo Azucarero Mexico S.A., Mexicana de Aviacion, Other directorships and positions: Trustee of the IDEA S.A., Nacional de Drogas S.A. de C.V., Grupo Mexico Blakenham Trust (United Kingdom). Director of Sotheby’s S.A. de C.V. (Mexico) and Caterpillar Inc. (United States). Holdings Inc. (United States). Member of the advisory committee of Textron Inc. and of the Mexican Business Roundtable. Jean-Pierre Boisivon Director Alain Joly Other directorships and positions: Deputy general Director manager of the Institut de l’Entreprise, chairman of the Other directorships and positions: Director of Air Liquide organizing committee of the labor exposition “Un des and BNP-Paribas. meilleurs Ouvriers de France”.

PAGE 06 NOTICE OF MEETING LAFARGE

171207AVClafargeGB.indd Sec2:6 17/12/07 19:47:23 Who are the members of the Board of Directors?

Bernard Kasriel Michel Pébereau Director Director Other directorships and positions: Partner and member Other directorships and positions: Chairman of the of the management board of LBO France. Director of board of BNP-Paribas, various executive positions in L’Oréal, Arkema, EdiÞ xio and Nucor. the subsidiaries of the BNP group. Director of Total and Saint-Gobain. Member of the supervisory board of Axa. Chairman of the Institut de l’Entreprise. Non voting Pierre de Lafarge director of Galeries Lafayette. Director Other directorships and positions: Director of Hélène Ploix International Development for Kerneos, a subsidiary of Director the Matéris group. Other directorships and positions: Chairman of Pechel Industries Partenaires, Pechel Industries and director Jacques Lefèvre of non listed companies as a result of these positions. Director Member of the supervisory board of Publicis Groupe. Director of BNP-Paribas and Ferring SA (Switzerland). Other directorships and positions: Chairman of the supervisory board of Compagnie de Fives Lille, director of Société Nationale d’Investissement (Maroc) and Cimentos de Portugal.

LAFARGE NOTICE OF MEETING PAGE 07

171207AVClafargeGB.indd Sec2:7 17/12/07 19:47:23 WHAT WAS THE GROUP’S PERFORMANCE IN 2006 AND 2007?

PERFORMANCE IN 2006

■ FINANCIAL HIGHLIGHTS AS AT DECEMBER 31, 2006 Consolidated fi nancial highlights: strong earnings growth

(millions of euros) December 31, 2006 December 31, 2005(1) Change

Sales 16,909 14,490 +17% Current operating income(2) 2,772 2,246 +23% Net income - Group share 1,372 1,096 +25% Net income per share (in euros) 7.86 6.39 +23% Cash fl ow from operations 2,639 2,085 +27% Group net debt 9,845 7,221 +36% Return on capital employed(3) 9.4% 8.5% +90 bp

(1) The fi g ures have been adjusted pursuant to the provisions of the IFRS, following the disposal of the Roofi ng Division and, therefore, do not match the fi n ancial statements published in the 2005 annual report. Sale of the Roofi ng branch fi nalized on February 28, 2007. (2) Hereinadter, and in our other shareholder and investor communications, “current operating income” refers to the subtotal “operating income before capital gains, impairment, restructuring and other” on the face of the Group’s consolidated statement of income. (3) On a pro forma basis including Roofi ng in both years. The tax rate used is the 2003 rate of 28.5%.

PERFORMANCE IN 2007

■ FINANCIAL HIGHLIGHTS AS AT SEPTEMBER 30, 2007 Consolidated fi nancial statements

(millions of euros) Nine months 3rd quarter 2006 2007 Change 2006 2007 Change Sales 12,710 13,279 +4% 4,656 4,894 +5% Current operating income 2,075 2,442 +18% 941 1,082 +15% Operating margin in % 16.3% 18.4% +210 bp 20.2% 22.1% +190 bp Net income - Group share 1,096 1,534 +40% 548 600 +9% Earnings per share (€) 6.28€ 8.86€ +41% 3.14€ 3.48€ +11% Cash fl ow from operations(1) 2,150 2,311 +7% 986 1,001 +2% Excluding one-off 2,090 2,440 +17% 926 1,001 +8% Group net debt 10,261 9,103 -11% - - -

(1) Cash fl o w from operations includes an exceptional contribution of €129 million to the UK pension fund in Q1 2007 and €60 million one-off litigation settlements in Q3 2006.

PAGE 08 NOTICE OF MEETING LAFARGE

171207AVClafargeGB.indd Sec2:8 17/12/07 19:47:23 What was the Group’s performance in 2006 and 2007?

■ INCREASE IN KEY FIGURES FOR THE FIRST > Strong contribution from emerging markets, which NINE MONTHS 2007 posted an 11% increase in sales and a 30% increase in current operating income. During the Þ rst nine months Sales up 4% to €13,279 million of the year, emerging markets accounted for 45% of Current operating income up 18% to €2,442 million the Group’s current operating income. Net income - Group share up 40% to €1,534 million > Excellent performance of our Cement and Aggregates Earnings per share up 41% to €8.86 & Concrete operations in North America, in spite of the slowdown in the US residential market: current operating income was up 21% and 31% respectively ■ CONTINUING IMPROVEMENT DURING THE in USD over the Þ rst nine months, in spite of lower THIRD QUARTER 2007 volumes.

Sales up 5% to €4,894 million > Strong increase in the Group’s operating margin: from Current operating income up 15% to €1,082 million 16.3% to 18.4%. Net income - Group share up 9% to €600 million > Pursuit of the program to construct 45 million tonnes of new cement capacity, 80% of which is located in Earnings per share up 11% to €3.48 emerging markets: progress made with the building of new plants in Indonesia, China, India, South Africa, ■ GROUP HIGHLIGHTS FOR THE FIRST NINE Zambia and Ecuador; launch of the construction of MONTHS OF 2007 new plants in Uganda, Egypt, China, and India. > Strong organic growth driven by the dynamism of > €500 million share buyback program completed emerging markets and positive pricing trends: +8% through the acquisition of 4.4 million shares. in sales (+7% in the 3rd quarter); up 22% in current operating income (+20% in the 3rd quarter).

■ CURRENT OPERATING INCOME AT SEPTEMBER 30, 2007

(millions of euros) Nine months 3rd quarter 2006 2007 Change 2006 2007 Change Cement 1,546 1,860 +20% 675 790 +17% Aggregates & Concrete 423 531 +26% 235 287 +22% Gypsum 158 97 -39% 48 15 -69% Other (52) (46) (17) (10) TOTAL 2,075 2,442 +18% 941 1,082 +15%

■ HIGHLIGHTS BY BUSINESS FOR THE FIRST > Positive pricing and volume trends in most of our NINE MONTHS OF 2007 markets, against a backdrop of higher energy and transportation costs. Cement > Strong contribution from emerging markets, with a > Sales up: +7% to €7,744 million in the Þ rst nine months; 28% increase in current operating income over the +6% to €2,770 million in the 3rd quarter. period, primarily driven by Eastern Europe and Asia. At September 30, emerging markets represented > Current operating income up: +20% to €1,860 million 52% of the Cement business’s earnings (i.e. close to in the Þ rst nine months; +17% to €790 million in the €1 billion). 3rd quarter. > 14% increase in current operating income at our > Positive impact of the cost reduction program across operations in North America, in spite of the decline all regions. in the residential market. The increase came to 21% in > Very strong increase in operating margin: 24.0% USD, reß ecting the positive effects of the streamlining compared to 21.3% for the same period in 2006. of our organization following the buyout of the minority

LAFARGE NOTICE OF MEETING PAGE 09

171207AVClafargeGB.indd Sec2:9 17/12/07 19:47:24 What was the Group’s performance in 2006 and 2007?

interests, the implementation of the cost reduction > The other markets posted a solid improvement, with plan and lower imports. The operating margin in North current operating income moving up 23% over the America is up 360 basis points to 20.8%. period, driven in particular by strong performance in Western and Central Europe. Aggregates & Concrete ■ > Sales up: +3% to €4,966 million in the Þ rst nine months; NEW INTERNAL DEVELOPMENT PROJECTS rd +6% to €1,964 million in the 3 quarter > Lafarge has launched the construction of a new > Current operating income up: +26% to €531 million production line at its Hima cement plant in Uganda. in the Þ rst nine months; +22% to €287 million in the This project, which represents a total investment of 3rd quarter. around €77 million, will increase the plant’s capacity from 350,000 tonnes to 830,000 tonnes. The new line > Positive impact of the cost reduction program. will start up in the Þ rst quarter of 2010. > Strong increase in operating margin, to 10.7% from > In Egypt, the Group has received the authorization to 8.8% over the same period of 2006. build a new production line of 1.3 million tonnes per > Favorable pricing trends. year. This project, which is being carried out as a joint venture with Titan, represents an investment of around > Strong increase of 48% in the contribution made by €75 million for Lafarge. emerging markets to the current operating income of the Aggregates & Concrete business, driven by the solid > Lafarge announces the launch of a project to modernize performance posted in Central and Eastern Europe and its Joppa (Illinois) cement plant in the United States. in South Africa. Emerging markets represented 20% of This 2 million tonne plant, which will start up at the the business’s earnings. end of 2010, is part of the Group’s major emphasis on cost reductions and should generate an additional > Higher contribution from value-added concrete $75M in Ebitda per year. This modernization will also products, which accounted for 20% of volumes, help to enhance the plant’s environmental performance compared to 18% over the same period in 2006. signiÞ cantly in terms of alternative fuels and emission > In spite of a decline in volumes in the United States, control. The project represents an investment of the current operating income posted in North America around €285 million. increased by 31% in USD, reß ecting the solid pricing environment and the impact of the cost reduction ■ OUTLOOK FOR 2007 program. > The trends observed in the Þ rst 9 months conÞ rm our positive outlook for 2007. Gypsum > The fundamentals of our industry are good and Lafarge > Sales down: -2% to €1,208 million in the Þ rst nine is well armed to make the difference in 2008. months; -4% to €382 million in the 3rd quarter. > We should exceed the objectives of an average annual > Current operating income down: -39% to €97 million increase in earnings per share of 10% between 2005 in the Þ rst nine months; -69% to €15 million in the and 2008 and an improvement in ROCE to 10% by 3rd quarter. 2008. > Decrease in operating margin, to 8% from 12.9% over the same period in 2006 owing to the slowdown in the US residential market.

PAGE 10 NOTICE OF MEETING LAFARGE

171207AVClafargeGB.indd Sec2:10 17/12/07 19:47:24 What was the Group’s performance in 2006 and 2007?

CHANGE IN THE FINANCIAL INCOME OF THE COMPANY DURING THE LAST FIVE YEARS (Articles R.225-81, R.225-82 and R.225-102 of the Commercial Code)

2006 2005 2004 2003 2002 1/ CAPITAL STOCK Capital stock (in euros) 706,500,568 703,941,212 683,676,312 668,871,252 531,721,732 Number of existing shares of common stock 176,625,142 175,985,303 170,919,078 167,217,813 132,880,433 Maximum number of future shares to be created 6,957,586 6,938,951 16,995,458 16,576,285 14,608,571 > through conversion of bonds 10,768,504 10,768,504 10,236,221 > through exercise of stock options 6,957,586 6,938,951 6,226,954 5,807,781 4,372,350 2/ TRANSACTIONS FOR THE YEAR (in thousands of euros) a) Gross sales revenues 1,232,191 917,619 972,135 960,362 1,108,513 b) Income before taxes, profi t-sharing and amortization, depreciation and provisions* 2,055,625 613,550 249,924 206,170 359,255 c) Income taxes(1) 152,584 141,451 155,483 183,405 123,746 d) Employee profi t-sharing owed for the year e) Income after taxes, profi t-sharing and amortization, depreciation and provisions 2,129,712 708,387 322,038 402,027 153,009 f) Income distributed 529,720 447,358 408,283 382,598 303,460 including 10% increase(1) 3,961 2,846 2,467 2,256 2,134 Earnings per share (in euros) a) Income after taxes, employee profi t-sharing but before amortization, depreciation and provisions* 12.50 4.29 2.37 2.33 3.63 b) Income after taxes, employee profi t-sharing and amortization, depreciation and provisions 12.06 4.03 1.88 2.40 1.15 c) Net dividend 3,000 2,550 2,400 2,300 2,300 Net loyalty dividend 3,300 2,800 2,640 2,530 2,530 d) Total return 3,450 3,450 Total return with loyalty premium 3,795 3,795 3/ PERSONNEL > Number of employees at December 31 447 510 510 481 465 > Payroll (in thousands of euros)(2) 87,679 75,454 66,447 61,960 57,566 > Social benefi ts (in thousands of euros)(3) 34,715 31,789 29,097 26,882 26,529 > Bonuses and profi t-sharing paid (in thousands of euros) 1,903 1,016 777 594 784

(1) Increase in the dividend for registered shares held for more than two years. (2) Including retirement indemnities and supplemental pensions. (3) Social organizations, charitable projects, etc.

LAFARGE NOTICE OF MEETING PAGE 11

171207AVClafargeGB.indd Sec2:11 17/12/07 19:47:24 INFORMATION ON THE ACQUISITION OF ORASCOM CEMENT

PRESENTATION OF THE TRANSACTION A decisive acceleration in fast-growing, highly proÞ table emerging markets

The Board of Directors of Lafarge, chaired by Bruno Lafont, met on December 9, 2007 and approved the acquisition by Lafarge of Orascom Building Materials Holding (“Orascom Cement”), the cement division of Orascom Construction Industries and the principle of board representation for Groupe Bruxelles Lambert and Nassef Sawiris, majority shareholder with his family of Orascom Construction Industries.

■ ORASCOM CEMENT: A HIGHLY PROFITABLE CEMENT LEADER IN EMERGING MARKETS > A leading position in the Middle East and the > Operating margin of over 40% in 2008 thanks to very low Mediterranean Basin production costs > Cement capacity of 35 million tons in 2008 increasing to > Projected sales of $2.6 billion and EBITDA of $1.3 billion 45 million tons in 2010, with state-of-the-art assets in 2008 > Projected annual sales growth of 30% and annual EBITDA > Superior cash fl ow generation with Free cash fl ow over growth of 33% (2007-2010) $1 billion in 2008

■ A VALUE CREATING TRANSACTION > Price of €8.8 billion for 100% of Orascom Cement, > Synergies of more than €150 million a year assumption of €1.4 billion in net debt > Financed through €6.0 billion of debt and the issuance > Accretive to earnings per share from year 1 to Nassef Sawiris via his family holding company of 22.5 million new Lafarge shares at €125 per share (€2.8 billion) > Long-term investment by Nassef Sawiris with a 11.4% > Transaction ROCE higher than Lafarge’s cost of capital in shareholding in Lafarge 2008 > The acquisition will strongly enhance growth, margins and > Optimization of Lafarge’s fi nancial structure cash fl ows

■ A NEW DIMENSION FOR LAFARGE AND RAISED FINANCIAL TARGETS > A major breakthrough in Lafarge’s cement strategy: > “Excellence 2008” targets will be exceeded and ambitious – Cement production capacity of 260 million tons new fi nancial targets set for the Group: in 2010, – Net earnings per share of more than €15 in 2010, – Increase in emerging markets contribution to Group vs €7.86 in 2006, EBITDA, up from 45% in 2007 to 55% in 2008 and – ROCE of more than 12% in 2010, vs 9.4% in 2006, 65% in 2010; – Free cash fl ow of more than €3.5 billion in 2010, vs €1.4 billion in 2006. > Strong improvement in margins and earnings;

Orascom Cement: the Cement leader in the Middle Orascom Cement operates ten new or recent, state-of- East and Mediterranean Basin the-art highly efÞ c ient and low cost production facilities, with a production capacity of 35 million tons at the end Orascom Cement is an emerging markets Cement of 2008. Several plants are also under construction, leader, with number-one positions in the key markets which will bring total capacity to 45 million tons by of Egypt, Algeria, United Arabs Emirates and Iraq and 2010. Orascom Cement has a wealth of talented human with strategic positions in other growth markets in the resources, with a unique experience in developing region: Saudi Arabia, Syria and Turkey. Orascom Cement cement activities in emerging markets. also has positions in several high-potential markets in Africa and Asia, including South Africa, Nigeria, Pakistan and North Korea.

PAGE 12 NOTICE OF MEETING LAFARGE

171207AVClafargeGB.indd Sec2:12 17/12/07 19:47:25 Information on the acquisition of Orascom Cement

Orascom Cement enjoys superior growth, proÞ tability Enhanced Financial Profi le and cash generation. In 2008, revenues and EBITDA are The acquisition of Orascom Cement is immediately estimated at $2.6 billion and $1.3 billion, respectively, accretive to Lafarge’s growth, margins and cash ß ow with signiÞ cant growth potential in the years ahead. Over generation. The transaction is also expected to enhance the 2007-2010 period, its sales are expected to increase the Group’s annual sales growth by 3 percentage points by 30% and its EBITDA by 33% per year. Operating margin over 2007-2010 and Lafarge’s operating margin by in 2008 is expected to exceed 40% and the company’s 250 bp in 2008. cash conversion rate (cash ß ow/EBITDA) is greater than 90%, particularly thanks to a very favorable tax The transaction is accretive to Lafarge’s EPS from year 1 situation. and the transaction ROCE will exceed 8% from 2008.

A region with highly attractive potential Lafarge strengthens its Þ nancial proÞ le thanks to the increase in cash ß ow generation and maintains a Orascom Cement provides Lafarge with unparalleled strong Þ n ancial structure. The Þ nancing structure of exposure to the Middle East and Mediterranean Basin, the transaction has been designed to maintain Lafarge’s a region with exceptional growth potential driven by credit ratings at their current levels of BBB and Baa2. buoyant oil and natural gas revenues, strong economic Asset disposals of €1 bn are planned to be made within and demographic growth, rapid urbanization and the two coming years. immense infrastructure needs. Key Transaction Terms Through Orascom Cement, Lafarge will penetrate these fast growing and very proÞ table markets, with high Lafarge will acquire Orascom Cement for €8.8 billion and potential. Orascom Cement’s geographical presence is will assume €1.4 billion in net Þ nancial debt of Orascom highly complementary with Lafarge’s current emerging Cement. The purchase price is to be Þ nanced by debt markets portfolio and is located at the center of our for €6.0 billion and by the issuance of 22.5 million new geographical presence. Lafarge takes the lead in emerging shares issued to Nassef Sawiris via his family holding markets, through its presence in all of the world’s fastest- company at a price of €125 per share, i.e. a reserved growing regions. With this acquisition and Lafarge’s capital increase of €2.8 billion (or failing which by current construction program of 45 million tons, the Orascom Construction Industries itself). The Þ nancing Group will add a total of 90 million tons of production of the acquisition has already been committed by BNP capacity located mainly in emerging markets. This Paribas, Calyon and Morgan Stanley. operation marks a decisive step in the Group’s cement This purchase price represents a multiple of 11.6x EBITDA strategy, accelerates growth, creates the best performing 2008E and 10.3x EBITDA 2009E post fully phased-in player in the sector, enriches our pool of talents and synergies, calculated on a proportionate basis. opens new possibilities for future development. Nassef Sawiris, who, jointly with the rest of the Sawiris Considerable synergies and low integration risk family, owns 60% in Orascom Construction Industries, Orascom Cement’s parent company with a market SigniÞ cant synergies of more than €150 million a year capitalization of €13.6 billion, will reinvest most of the from 2010 have already been identiÞ ed. They notably proceeds of Orascom Cement’s disposal in Lafarge and concern improving technical performances, increasing become a 11.4% shareholder of the Group. Nassef Sawiris production capacity of existing plants and optimizing demonstrates his long-term commitment to Lafarge’s procurement. development through a 10-year shareholder pact and There are also substantial local and regional synergies, will join Lafarge’s Board of Directors. mainly from the expertise of Orascom Cement’s technical resources, optimization of plant networks and vertical Anticipated Timetable integration, with Orascom Cement’s positions providing Namely, the acquisition is subject to the approval of a platform for the development of the Group’s Aggregates Orascom Construction Industries shareholders, expected & Concrete business in this region. to be convened in an Extraordinary General Meeting in As part of the transaction, Lafarge and Orascom early January 2008. The reserved capital increase by Construction Industries have agreed upon a cooperation Lafarge for the Sawiris family holding company (NNS agreement, whereby both groups will continue to Holding) is subject to approval by Lafarge’s shareholders, beneÞ t from mutual synergies in connection with the who will be convened in an Extraordinary General construction and expansion of new and existing cement Meeting on Friday January 18, 2008. plants in the region. The acquisition is also subject to approval by the relevant Integration of Orascom Cement within Lafarge will be regulatory and antitrust authorities and is expected to facilitated by the limited overlap and the high quality of complete at the end of the Þ rst quarter of 2008. Orascom Cement’s management team.

LAFARGE NOTICE OF MEETING PAGE 13

171207AVClafargeGB.indd Sec2:13 17/12/07 19:47:25 REPORT ON CERTAIN RESOLUTIONS THAT FALL WITHIN THE POWER OF THE EXTRAORDINARY SHAREHOLDERS’ MEETING

ORDINARY AND EXTRAORDINARY SHAREHOLDERS’ MEETING OF JANUARY 18, 2008 (First resolution)

■ REPORT OF THE STATUTORY AUDITORS ON THE ISSUE OF SHARES WITH CANCELLATION OF PREFERENTIAL SUBSCRIPTION RIGHT RESERVED FOR DEFINED BENEFICIARIES To the Shareholders, In our capacity as Statutory Auditors of your Company and in accordance with the engagement provided for by articles L. 225-135 et seq. of French Company Law, we report to you on the proposed delegation to the Board of Directors of the power to decide on an increase in capital by means of the issue of a maximum of 22,500,000 ordinary shares, with cancellation of the preferential right of subscription, for a maximum nominal amount of € 90,000,000, reserved for NNS Holding Sàrl and Orascom Construction Industries S.A.E, the transaction on which you are called to vote. Your Board of Directors proposes, on the basis of its report, that it be empowered for a period of 18 months to decide on one or more increases in capital and to waive your preferential right of subscription. Where applicable, it would be responsible for Þ xing the Þ nal share-issue conditions of this transaction. It is the responsibility of your Board of Directors to draw up a report, in accordance with articles R. 225-113 and R. 225-114 of French Company Law. Our role is to give an opinion on the fairness of the Þ nancial information taken from the Þ nancial statements, on the proposed cancellation of the preferential right of subscription and on other information concerning the issue contained in this report. We have performed the procedures deemed necessary by the professional standards of the Compagnie nationale des commissaires aux comptes (French national association of statutory auditors) relative to this engagement. This work consisted in verifying the content of the Board of Directors’ report relative to this transaction and the methods for determining the issue price and amount. We have the following remarks to make on the Board of Directors’ report: > As indicated in the board of directors’ report, the price of € 125 proposed for the issue of shares to be issued is a component of the global negotiation relative to the acquisition of Orascom Building Materials Holding Company S.A.E., representing a premium of 17% on the weighted average price of the Lafarge share for the month preceding the announcement of the acquisition and of 14% on the weighted average price of the share for the last three months. In light of this agreed-upon deÞ nition of the proposed price, the Board of Directors’ report does not contain any calculation elements to substantiate the issue price of the shares to be issued in accordance with Article R.225-114 of French Company Law. Accordingly, we cannot issue an opinion on the choice of elements used to calculate the issue price and its amount. In accordance with article R. 225-116 of French Company Law, we will draw up a complementary report, if necessary, when this empowerment is exercised by your Board of Directors. Therefore, we do not express an opinion on the Þ nal conditions in which the increase(s) in capital would be carried out, and, consequently, on the proposal to cancel the preferential right of subscription put to you. Neuilly-sur-Seine and Paris-La Défense, December 13, 2007 The Statutory Auditors

DELOITTE & ASSOCIÉS ERNST & YOUNG Audit French original signed by French original signed by

Arnaud de Planta Jean-Paul Picard Christian Mouillon Alain Perroux

PAGE 14 NOTICE OF MEETING LAFARGE

171207AVClafargeGB.indd Sec2:14 17/12/07 19:47:25 Report on certain resolutions that fall within the power of the Extraordinary Shareholders’ Meeting

ORDINARY AND EXTRAORDINARY SHAREHOLDERS’ MEETING OF JANUARY 18, 2008 (Second resolution)

■ REPORT OF THE STATUTORY AUDITORS ON THE ISSUE OF SHARES WITH CANCELLATION OF PREFERENTIAL SUBSCRIPTION RIGHT RESERVED FOR MEMBERS OF THE COMPANY’S SAVINGS SCHEME To the Shareholders, In our capacity as Statutory Auditors of your Company and in compliance with Articles L. 225-135 etc. of French Company Law (Code de commerce), we hereby report on the proposed granting of empowerment to your Board of Directors to decide on an increase in capital by the issuing of ordinary shares with cancellation of preferential subscription right for an amount not exceeding €14 million reserved for employees and former employees of the Company and group Companies, as deÞ ned by Article L. 233-16 of French Company Law (Code de commerce), who are members of a voluntary company savings scheme, an operation upon which you are called to vote. This increase in capital is submitted for your approval in accordance with Articles L. 225-129-6 of French Company Law (Code de commerce) and L. 443-5 of French Employment Law (Code du travail). Your Board of Directors proposes, on the basis of its report, that it be empowered for a twenty-six month period, to decide on one increase in capital and to cancel your preferential subscription right. If necessary, it will determine the Þ n al conditions for this operation. It is the responsibility of your Board of Directors to prepare a report in accordance with Articles R. 225-113 and R. 225-114 of French Company Law (Code de commerce). It is our responsibility to report on the fairness of the Þ n ancial information taken from the accounts, on the proposed cancellation of preferential subscription right and on other information relating to the share issue, provided in this report. We conducted the works we deemed necessary with regards to the professional doctrine of the Compagnie nationale des commissaires aux comptes applicable to such assignment. Our works consisted in verifying the contents of the Board of Directors’ report relating to this operation and on the methods for determining the issue price. Subject to a subsequent examination of the conditions for this proposed increase in capital, we have nothing to report on the methods for determining the issue price provided in the Board of Directors’ report. As the issue price has not yet been determined, we do not express an opinion on the Þ nal conditions under which the increase in capital will be carried out and, consequently, we cannot report on the proposed cancellation of preferential subscription right. In accordance with Article R. 225-116 of French Company Law (Code de commerce), we will issue a further report, if necessary, when your Board of Directors exercises its empowerment. Neuilly-sur-Seine and Paris-La Défense, December 13, 2007 The Statutory Auditors

DELOITTE & ASSOCIÉS ERNST & YOUNG Audit French original signed by French original signed by

Arnaud de Planta Jean-Paul Picard Christian Mouillon Alain Perroux

LAFARGE NOTICE OF MEETING PAGE 15

171207AVClafargeGB.indd Sec2:15 17/12/07 19:47:26 WHICH RESOLUTIONS WILL BE SUBMITTED TO THE SHAREHOLDERS’ MEETING FOR VOTING?

AGENDA

■ RESOLUTIONS TO BE SUBMITTED TO THE EXTRAORDINARY SHAREHOLDERS’ MEETING 1. Delegation of authority to the Board of Directors to conduct one or more capital increases with the suppression of preferential subscription rights of shareholders in favor of certain designated beneÞ ciaries

2. Delegation of authority to the Board of Directors to issue shares of the Company in favor of the participants in a company savings plan (plan d’épargne entreprise)

■ RESOLUTIONS TO BE SUBMITTED TO THE ORDINARY SHAREHOLDERS’ MEETING 3. Term of ofÞ c e of a director

4. Term of ofÞ c e of a director

5. Term of ofÞ c e of a director

6. Powers for formalities

PRESENTATION OF THE RESOLUTIONS BY THE BOARD

You will Þ nd below the proposed resolutions that will be submitted to the Lafarge shareholders at the next Combined Ordinary and Extraordinary Shareholders’ Meeting on Friday, January 18, 2008. The Þ rst section presents the resolutions to be submitted to the Extraordinary Meeting and the second section contains the resolutions to be submitted to the Ordinary Meeting. The resolutions are preceded by an introductory paragraph explaining the reasons for each resolution proposed. All these introductory paragraphs form the report from the Board of Directors to the Shareholders’ Meeting.

■ RESOLUTIONS TO BE SUBMITTED TO THE EXTRAORDINARY SHAREHOLDERS’ MEETING

Share capital increase with the suppression Construction Industries S.A.E. representing 22,500,000 of preferential subscription rights of shares of the Company (corresponding to around 11.4% shareholders in favor of certain designated of the share capital of the Company after completion of beneÞ ciaries and delegation of authority to the share capital increase) at a subscription price of €125 the Board of Directors per share would be submitted to the Meeting. The share capital increase is proposed to the Meeting Through the acquisition of the branch in construction as part of the acquisition by Lafarge of Orascom materials of the company with the largest market Building Materials Holding Company S.A.E., the cement capitalization in Egypt, Lafarge will become the leader branch of Orascom Construction Industries S.A.E. It has in the sector in terms of size, geographical presence been agreed that in order to Þ nance the acquisition of and proÞ tability. By adding the Middle East to its current Orascom Building Materials Holding Company S.A.E. positions in Asia, Africa, Eastern and Central Europe and to reinforce the long term partnership with the and Latin America, Lafarge takes the lead in emerging founders of Orascom Construction Industries S.A.E., the markets in the cement sector, with the most proÞ table authorization to proceed with a share capital increase and diversiÞ ed geographical portfolio, and will become reserved for the founding shareholders of Orascom the world leader in construction materials.

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171207AVClafargeGB.indd Sec2:16 17/12/07 19:47:26 Which resolutions will be submitted to the Shareholders’ Meeting for voting?

The proposed subscription price of €125 per share for (€90,000,000), representing a maximum of twenty- this capital increase is part of the global negotiation of two million Þ v e hundred thousand (22,500,000) new the acquisition, representing a share premium equal shares, with a nominal value of €4 each, and that to 17% of the weighted average Lafarge share price such amount is to be imputed to the amounts that over the month preceding the announcement of this may be issued pursuant to resolutions 12, 13 and 14 acquisition (€106.5) and 14% of the weighted average approved by the Combined Shareholders Meeting of Lafarge share price over the last three months (€109.7). May 3, 2007; The subscription price with the premium, compared to 4) decides that the subscription price per share will be the trading price, was established based on the value of one hundred twenty Þ ve (€125) and will be reduced a substantial stake in the Lafarge share capital. by the amount of any distribution effected between It is proposed that the amounts authorized should be the date of this Shareholders’ Meeting and the date on applied to amounts that may be issued pursuant to which the new shares are issued; resolutions 12, 13 and 14 approved by the Combined 5) sets the term of the delegation of authority that is the Shareholders Meeting of May 3, 2007. subject of this resolution at eighteen months from the date of this Shareholders’ Meeting; 1ST RESOLUTION 6) delegates to the Board of Directors its authority, in Delegation of authority to the Board of Directors particular with respect to: to conduct one or more capital increases with the – the decision to increase the capital through the suppression of preferential subscription rights issuance of new ordinary shares, of shareholders in favor of certain designated – the allocation of the new shares between NNS beneÞ ciaries Holding Sàrl and Orascom Construction Industries S.A.E., The Shareholders’ Meeting, deliberating with the quorum – the determination of the amount of the capital and majority required for extraordinary shareholders’ increase, meetings, having reviewed the Board of Directors’ – the determination of the dates and terms of the report and the special report of the statutory auditors capital increase, in accordance with the provisions of articles L. 225-129 – the determination of the means by which the et seq. of the Commercial Code and in particular articles subscription price for the shares will be paid, L. 225-129-2 and L. 225-138 thereof: – the determination, if applicable, of the terms of the 1) delegates to the Board of Directors, with the option of exercise of the rights attached to the shares to be sub-delegating under the terms set by law, its authority issued and, in particular, the determination of the to decide a capital increase, in one or several times, in date, even if retroactive, as from which the rights the proportion and at the time it deems appropriate, attaching to the new shares will become effective, by the issuance of new ordinary shares, it being as well as any other terms and conditions relating speciÞ ed that the subscription of the new ordinary to the capital increase, shares can be conducted in cash or by set-off against – at its sole discretion, the imputing of the expenses due and payable debts of the Company; relating to the capital increases to the related 2) decides to suppress the preferential subscription right premiums and allocation of such premiums (up to of shareholders with respect to shares that may be the amounts necessary) for legal reserves, issued pursuant to this resolution, in favor of: – the making of any adjustments necessary to take – NNS Holding Sàrl, a company organized under into account the effect of transactions on the share the laws of Luxembourg, whose registered ofÞ ce capital of the company and the determination of is located at 65 boulevard de la Grande Duchesse the terms and conditions, if applicable, for the Charlotte, L-1331 Luxembourg, the holding preservation of the rights of holders of securities company of the Sawiris family; granting access to the share capital and stock – Orascom Construction Industries S.A.E., a company options, organized under Egyptian law, whose registered – the acknowledgment of completion of each capital ofÞ ces are located at Nile City South Tower, 2005 increase and the resulting amendment of the by- A, Cornish El Nil, Cairo, Egypt 11221; laws, – in general, the conclusion of any agreement, taking 3) decides that the maximum nominal amount of the all actions and performance of all useful formalities capital increases that may occur immediately or in for the issuance, listing and Þ nancial servicing the future by virtue of this resolution is ninety million of the shares issued pursuant to this delegation

LAFARGE NOTICE OF MEETING PAGE 17

171207AVClafargeGB.indd Sec2:17 17/12/07 19:47:26 Which resolutions will be submitted to the Shareholders’ Meeting for voting?

as well as the exercise of the related rights, and 138-1 of the Commercial Code and article L. 443-1 and ff. generally doing the necessary; of the Labor Code: 7) acknowledges that, in the event that the Board of > hereby delegates to the Board of Directors, with the Directors should use the delegation of authority that option of sub-delegation under the terms set by law, the is conferred upon it by this resolution, the Board of powers necessary to increase the capital stock, on one Directors will report to the next general meeting of or more occasions, at the times and under the conditions shareholders, in accordance with applicable laws it shall determine, by a maximum nominal amount of and regulations, the utilization of the authorizations €14 million through the issuance of shares reserved granted by this resolution. for the current and former employees participating in a company savings plan (Plan d’Épargne d’Entreprise) or a Voluntary Employee Partnership Savings Plan (Plan Partenarial d’Épargne Salariale Volontaire) of the Share capital increase for the beneÞ t of Company, and of the companies and groups afÞ l iated employees with the Company as deÞ ned by article L. 233-16 of The law provides that every time there is a proposal to the Commercial Code, or through the capitalization increase the share capital in cash, shareholders’ meetings of reserves, proÞ ts or premiums and the allotment of must also be submitted with a proposal to reserve a bonus shares to said current and former employees; share capital increase for employees. > therefore delegates to the Board of Directors the The Combined General Meeting of shareholders of powers to set the subscription price for the shares, May 3, 2007 has already authorized the Board of determine the time frame for payment of the shares, Directors, in its 18th resolution, to proceed with share determine that the issues may be made directly to the capital increases reserved for the current and former beneÞ ciaries or through collective entities, subject to employees of Lafarge who participate in a Company or legal limits, if any; Group savings plan for a maximum amount of €14 million > decides to suppress in favor of said current and (representing approximately 2% of the share capital). former employees the preferential subscription right As it is mandatory for the Meeting to be submitted with of shareholders with respect to shares to be issued such a proposal, it is proposed to submit to shareholders’ under this resolution; and vote the same resolution as the one which was submitted > terminates any prior authorization granted for the to the Combined General Meeting of shareholders of same purpose. May 3, 2007. This authorization is granted for a period of 26 months As of December 31, 2006, the employees held 1.74% from the date of this Meeting. of the share capital of Lafarge and 2.88% of the voting rights. The Meeting delegates all powers to the Board of Directors, with the option of delegation within the legal limits, to implement this resolution, execute all 2ND RESOLUTION instruments, formalities and declarations, make any Delegation to the Board of Directors to issue shares adjustments required by potential capital transactions of the Company to the participants in a company of the Company, note the capital increase or increases savings plan (plan d’épargne d’entreprise) completed pursuant to this authorization, amend the bylaws accordingly and, if it deems appropriate, charge The Shareholders’ Meeting, deliberating with the quorum the costs of the capital increases to the amount of the and majority required for Extraordinary Shareholders’ premiums on these transactions and withdraw from this Meeting, having reviewed the report of the Board of amount the sums necessary to raise the legal reserve Directors and the special report of the statutory auditors, to one-tenth of the new capital after each increase and, pursuant to Articles L. 225-129-2, L. 225-129-6 and L. 225- generally, do whatever is necessary.

PAGE 18 NOTICE OF MEETING LAFARGE

171207AVClafargeGB.indd Sec2:18 17/12/07 19:47:27 Which resolutions will be submitted to the Shareholders’ Meeting for voting?

■ RESOLUTIONS TO BE SUBMITTED TO THE ORDINARY SHAREHOLDERS’ MEETING

Terms of ofÞ c e of Directors of Directors. The Board also proposes to appoint Nassef Sawiris as a director of Lafarge. He is poised to become, Resolutions 3 through 5 relate to the appointment of through his family holding company, a signiÞ cant Company directors. The Board of Directors proposes shareholder of Lafarge after subscription to the reserved to appoint Paul Desmarais, Jr. and Thierry de Rudder as share capital increase proposed in the Þ rst resolution. directors of Lafarge. They represent Groupe Bruxelles The new terms of ofÞ c e are for four years. Biographies Lambert, the major shareholder of Lafarge, whose of the directors are provided below: representation on the board was wished for by the Board

Paul Desmarais, Jr. Thierry de Rudder Born in Sudbury, Ontario in Born in Paris on September 3, 1954, Paul Desmarais, Jr. 1949, Thierry de Rudder has a studied at McGill University Franco-Belgian dual nationality. where he obtained a Bachelor Thierry de Rudder is a graduate of Commerce degree. He in mathematics from the then graduated from the University of Geneva and the European Institute of Business Université Libre de Bruxelles Administration (INSEAD) in Fontainebleau, France, with and has an MBA from the Wharton School in Philadelphia. a Master’s degree in Business Administration (MBA). He He began his career in the United States, joining is Chairman and Co-Chief Executive OfÞ c er of Power Citibank in 1975 where he held various positions in Corporation of Canada (PCC) and Chairman of the New York and then in Europe. In 1986, he joined Groupe Executive Committee of Power Financial Corporation Bruxelles Lambert, of which he is Executive Director. He (PFC). is also a director of Compagnie Nationale à Portefeuille in Belgium and of Imerys, Suez and Total in France. Prior to joining PCC in 1981, he was with S.G. Warburg & Co. in London, England, and with Standard Brands Incorporated in New York. He was President and Chief Operating OfÞ c er of PFC from 1986 to 1989, and was Nassef Sawiris Chairman from 1990 to 2005. He was named to his present position with PCC in 1996. He is a Director and Nassef Sawiris is Chief member of the Executive Committee of many Power Executive OfÞ c er of Orascom group companies in North America including Great-West Construction Industries (OCI) Lifeco and its major subsidiaries, and IGM Financial and in Egypt. He is 46 years old. its major subsidiaries. He is also Executive Director and He received his secondary Vice-Chairman of the Board of Pargesa Holding S.A. education in the German (Switzerland), Vice-Chairman of the Board of Imerys International School of Cairo. (France), and a Director of Groupe Bruxelles Lambert He later attended the University of Chicago where he (Belgium), Total S.A. and Suez (France). graduated in economics. Mr. Sawiris joined the Orascom Mr. Desmarais is Chairman of the Board of Governors group in 1992 and became the Chief Executive OfÞ c er of The International Economic Forum of the Americas, of OCI in 1998 before the launch of the initial public Founder and Chairman of the International Advisory offering of the group which was successfully completed Committee of l’École des Hautes Études Commerciales in the second quarter of 1999. He is a member of the (HEC) and Founder and Member of the International Business Secretariat of the National Democratic Party, Advisory Board of the McGill University Faculty of the American Chamber of Commerce, the German- Management. He is a member of the International Arab Chamber of Industry & Commerce and the Young Council and a Director of the European Institute of President’s Club. Business Administration (INSEAD) and Global Advisor The Board of Directors will also recommend to the for Merrill Lynch (New York). He is also a member of the Shareholders Meeting in May 2008 the appointment of North American Competitiveness Council (Canada). a third representative of Groupe Bruxelles Lambert and of a second representative of the founding shareholders of Orascom Construction Industries.

LAFARGE NOTICE OF MEETING PAGE 19

171207AVClafargeGB.indd Sec2:19 17/12/07 19:47:27 Which resolutions will be submitted to the Shareholders’ Meeting for voting?

3RD RESOLUTION 5TH RESOLUTION Term of ofÞ c e of a director Term of ofÞ c e of a director

The Shareholders’ Meeting, deliberating pursuant to the The Shareholders’ Meeting, deliberating pursuant to the quorum and majority requirements for ordinary meetings, quorum and majority requirements for ordinary meetings, on the recommendation of the Board of Directors, and in on the recommendation of the Board of Directors, and accordance with the conditions stipulated in article 14 in accordance with the conditions stipulated in article of the bylaws, hereby appoints Paul Desmarais, Jr. as a 14 of the bylaws, hereby appoints Nassef Sawiris as a Director for a term of four years to expire at the end of Director for a term of four years to expire at the end of the Shareholders’ Meeting called to approve the Þ nancial the Shareholders’ Meeting called to approve the Þ nancial statements for the Þ nancial year 2011. statements for the Þ nancial year 2011.

4TH RESOLUTION Term of ofÞ c e of a director Formalities The 6th resolution allows the Company to make the The Shareholders’ Meeting, deliberating pursuant to the announcements required by law after the Meeting. quorum and majority requirements for ordinary meetings, on the recommendation of the Board of Directors, and in 6TH RESOLUTION accordance with the conditions stipulated in article 14 of the bylaws, hereby appoints Thierry de Rudder as a Powers for formalities Director for a term of four years to expire at the end of the Shareholders’ Meeting called to approve the Þ nancial The Shareholders’ Meeting grants full powers to the statements for the Þ nancial year 2011. bearer of an original, copy or excerpt of the minutes of this Ordinary Shareholders’ Meeting to perform all legal formalities and make all Þ lings, announcements and declarations stipulated by current laws and regulations as the result of the decisions made under the terms of the preceding resolutions and/or additional resolutions.

PAGE 20 NOTICE OF MEETING LAFARGE

171207AVClafargeGB.indd Sec2:20 17/12/07 19:47:28 WHAT ELSE DO I NEED TO KNOW?

ANSWERS TO YOUR PRACTICAL QUESTIONS

To summarize, in order to participate in the Combined Ordinary and Extraordinary Shareholders’ Meeting on Friday, January 18, 2008, you need to: > be a shareholder of Lafarge; > request your admission card to attend in person and vote at the Shareholders’ Meeting; > or give instructions to vote by mail or be represented at the Shareholders’ Meeting.

> Do I need to block my shares to be able to vote? with your Þ nancial intermediary, who is your contact for the Shareholders’ Meeting. No, blocking shares was eliminated by the Decree of December 11, 2006. Therefore, you do not need to Can I receive the notice of meeting through the block your shares before the Shareholders’ Meeting Internet? to be able to vote on the resolutions. You only need to The regulations allow the company to use the Internet prove you are a shareholder on Monday, January 14, to communicate with its shareholders. However, they 2008 the latest. require the company to obtain the prior written consent of interested shareholders. > What do I need to do to prove that I am a shareholder? Holders of registered shares can use the document request form on page 23 to give us their permission and If you hold registered shares, your account registration e-mail address in order to receive our notice of meeting is enough to prove that you are a shareholder. You do not over the Internet. have to perform any special formality. If you then change your mind and decide to once again If you hold bearer shares, your Þ nancial intermediary has receive your notice by mail, you only need to inform us to prove that you are a shareholder through a certiÞ cate by certiÞ ed letter with return receipt addressed to: of holding when sending your voting form to BNP Paribas Securities Services, which is Lafarge’s clearing bank. LAFARGE Service des Relations avec les Actionnaires 61, rue des Belles Feuilles > How do I know if my fi nancial intermediary has been BP 40 – 75782 Paris Cedex 16 - France. informed that the Lafarge shares are not blocked? Your Þ nancial intermediary was informed by an > Can I receive more than one voting form? If so, announcement published in the French mandatory why? legal notices bulletin (BALO) on Friday, December 14, 2007 and by a letter that he received from BNP Paribas If you receive more than one voting form, this indicates Securities Services. that you hold Lafarge shares in several different accounts. Then you need to Þ ll out and return each voting form received. > What is the difference between a registered and a bearer share? > Where do I send in my voting form? The Lafarge registered shares can be either on issuer account (your securities account is opened with BNP To BNP Paribas Securities Services for your registered Paribas Securities Services, since Lafarge delegated the shares. To the Þ nancial intermediary administering your management of issuer account shares to this service shares in the case of bearer shares. provider), or managed account (your securities account is opened with your Þ nancial intermediary). In both > What is the deadline for sending in my voting cases, Lafarge knows who the holders of the shares are, form? and your contact for the Shareholders’ Meeting is BNP Pursuant to the Company’s bylaws, the voting form must Paribas Securities Services. be returned no later than Thursday, January 17, The shares are bearer shares when Lafarge does not 2008, at 3:00 p.m. (Paris time), the deadline by which know who holds them. Your securities account is opened BNP Paribas Securities Services must be notiÞ ed of your

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intentions. However, if you hold bearer shares, we advise In both cases, you only need to check box A of the voting that you check with your Þ nancial intermediary, since he form and sign at the bottom of the form. may require more time to forward your instructions to BNP Paribas Securities Services. > Who can vote at the Shareholders’ Meeting?

> I sent in my voting form, but I changed my mind All persons holding Lafarge shares on the date of and I want to vote differently. What should I do? Monday, January 14, 2008, who can present valid proof of ownership. The Company’s bylaws allow you to attend the Shareholders’ Meeting in person and to take part in the > What are the terms by which resolutions are vote, even if you have voted by mail or granted your adopted? proxy to someone else. In this case, your mail or proxy vote becomes null and void. In this case, you must notify For ordinary matters, the Shareholders’ Meeting can your Þ nancial intermediary to obtain an admission card deliberate at the Þ r st convocation only if the shareholders in order to attend the Shareholders’ Meeting. present or represented hold at least 20% of the voting shares. No quorum is required for a second convocation. > What do I need to attend and participate in Lafarge’s To be adopted, the resolutions must be approved by the Shareholders’ Meeting? majority (50% + 1) of the votes present and represented at the Shareholders’ Meeting. If you want to attend the Shareholders’ Meeting and vote, For extraordinary matters, the required quorum is 25% you must arrive on the day of the Shareholders’ Meeting of the voting rights at the Þ rst convocation and 20% of with your admission card that you will have requested voting rights at the second convocation. To be adopted, previously using the voting form (check box A). the resolutions must be approved by two-thirds of the votes present and represented at the Shareholders’ > From whom shall I request the admission card to Meeting. attend the Shareholders’ Meeting? If you are a registered shareholder, ask BNP Paribas > Where can I fi nd the voting results on resolutions Securities Services by using the pre-paid envelope after the Shareholders’ Meeting is concluded? provided. If you hold bearer shares, ask the Þ nancial The voting results on each resolution are available on intermediary (bank, brokerage Þ rm, on-line broker) with our Internet site, www.lafarge.com, approximately 48 whom you have your securities account. hours after the Shareholders’ Meeting.

WHO SHOULD I CONTACT?

■ TO OBTAIN ADDITIONAL INFORMATION: ■ TO PARTICIPATE IN THE SHAREHOLDERS’ MEETING: You can obtain additional information by using the document request form on page 23 of this notice of > Contact BNP Paribas Securities Services if your shares meeting brochure, by sending it in directly to Lafarge’s are registered (to request your admission card). head ofÞ ce at: BNP Paribas Securities Services G.C.T. Lafarge, Service aux Émetteurs Service des Relations avec les Actionnaires, Service Assemblée Lafarge 61, rue des Belles Feuilles Immeuble Tolbiac 75450 Paris Cedex 09. BP 40 – 75782 Paris Cedex 16 - France. Telephone: toll free number (for calls from France only) or +33 (0)1 55 77 61 00 If, owing to your particular situation, you need additional Fax: +33 (0)1 55 77 34 17. information or copies of the notice of meeting, please contact: > Contact your Þ nancial intermediary if your shares are in bearer form (to request and return your voting form Lafarge, and to request your admission card). Service des Relations avec les Actionnaires, 61, rue des Belles Feuilles BP 40 – 75782 Paris Cedex 16 – France. Phone: toll free (for calls from France only) Fax: +33 (0)1 44 34 12 37.

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COMBINED ORDINARY AND EXTRAORDINARY SHAREHOLDERS’ MEETING Friday, January 18, 2008 at 10:30 a.m. Palais des Sports de Paris To be returned directly to the head ofÞ c e: LAFARGE Service des Relations avec les Actionnaires 61, rue des Belles Feuilles – BP 40 75782 Paris Cedex 16 – France

Mr./Mrs./Ms.

Last name: ...... First name: ......

Full address: ......

......

> As the holder of registered shares, I am also requesting, pursuant to Article R.225-88 paragraph 3 of the Commercial Code, that the documents and information mentioned in Articles R.225-81 and R.225-83 of the same Commercial Code be sent to me for each subsequent Shareholders’ Meeting. Documents requested ❏ in French ❏ in English

> The regulations allow the company to use the Internet to communicate with its shareholders. However, they require the company to obtain prior written consent from the shareholders. I am a holder of registered shares and I would like to receive the notice of meeting brochure by Internet (notice of meeting and postal voting form or proxy form) for all future Shareholders’ Meetings to be held(1). ❏ in French ❏ in English My email address is: ......

Date: ......

Signature

(1) Should you subsequently change your mind, and wish to receive the notice of meeting through the mail, simply inform us by registered mail with return receipt at the following address: LAFARGE - Service des Relations avec les Actionnaires – 61, rue des Belles Feuilles – BP40 – 75782 Paris Cedex 16 – France.

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LAFARGE 61 rue des Belles Feuilles - BP 40 75782 Paris Cedex 16 - France Phone +33 (0)1 44 34 11 11 Fax +33 (0)1 44 34 12 00 www.lafarge.com

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