LAFARGE Societé anonyme with a share capital of €1,148,990,072 Registered office: 61 rue des Belles Feuilles, 75116 Paris 542 105 572 Company Register Number (RCS) Paris Siret Number: 542 105 572 00615 NOTICE OF MEETING Ladies and Gentlemen, shareholders of Lafarge, are to convene in an Ordinary General Meeting on Tuesday, May 15, 2012 at 17:00 p.m. (for the first convocation) at Salle Pleyel, 252 rue du Faubourg Saint-Honoré, 75008 Paris, for the purpose of considering the following agenda and draft resolutions: AGENDA • Approval of the 2011 Company financial statements and transactions (1 st resolution) • Approval of the 2011 consolidated financial statements and transactions (2 nd resolution) • Appropriation of earnings and setting of the dividend (3 rd resolution) • Approval of a new related-party agreement ( convention réglementée ): amendment to Mr. Bruno Lafont’s employment contract (4 th resolution) • Approval of a new related-party agreement ( convention réglementée ): amendment to the Shareholder agreement with NNS Holding Sàrl (5 th resolution) • Ratification of the cooptation of Mr. Ian Gallienne as a Director (6 th resolution) • Renewal of the term of office of Mr. Ian Gallienne as a Director (7th resolution) • Appointment of Mr. Gérard Lamarche as a Director (8th resolution) • Renewal of the term of office of Mr. Paul Desmarais Jr. as a Director (9th resolution) • Renewal of the term of office of Mr. Jérôme Guiraud as a Director (10 th resolution) • Renewal of the term of office of Mr. Michel Rollier as a Director (11th resolution) • Renewal of the term of office of Mr. Nassef Sawiris as a Director (12th resolution) • Renewal of the appointment of Deloitte & Associés as StatutoryAuditor (13th resolution) • Appointment of Ernst & Young et Autres as StatutoryAuditor (14th resolution) • Renewal of the appointment of BEAS as Alternate Auditor (15th resolution) • Renewal of the appointment of Auditex as Alternate Auditor (16th resolution) • Authorization granted to the Company to buy and sell its own shares (17th resolution) • Powers to carry out corporate formalities (18th resolution) RESOLUTIONS TO BE SUBMITTED TO THE MEETING, AS PRESENTED BY THE BOARD You will find below the proposed Resolutions that will be submitted to the Lafarge shareholders at the next Shareholders’ Meeting on May 15, 2012. The Resolutions are preceded by an introductory paragraph explaining the reasons for each resolution proposed. All these introductory paragraphs, taken with the business description in the notice of Shareholders’ Meeting, form the report from the Board of Directors to the Shareholders’ Meeting. APPROVAL OF THE ANNUAL FINANCIAL STATEMENTS AND APPROPRIATION OF EARNINGS – (Resolutions 1 to 3) The first two Resolutions submit for shareholders’ approval the statutory and consolidated financial statements of Lafarge for 2011, showing earnings of 205,507,226.30 euros and 593 million euros, respectively. The 3rd Resolution proposes an appropriation of the earnings for fiscal year 2011 that allows a normal dividend of 0.5 euro per share and a loyalty dividend of 0.55 euro per share. The loyalty dividend is awarded to shares which have been held in registered form for more than two years as of December 31, 2011, and are still in registered form on the dividend paiement date. The normal dividend and the loyalty dividend are eligible in full for the 40% deduction that applies to individuals who are tax residents of France. These individuals can also opt out of the progressive income tax rate schedule by opting for taxation at a flat rate of 21%, in which case the deduction will not apply (the overall tax rate from January 1, 2012 will amount to 34.5%, including social security contributions of 13.5%). If this Resolution is adopted, the cash dividend will be paid on July 6, 2012. The shares will be traded ex-dividend as from July 3, 2012. 1ST RESOLUTION Approval of the 2011 Company financial statements and transactions The Shareholders’ Meeting, deliberating pursuant to the quorum and majority requirements for ordinary meetings, having considered the report of the Board of Directors, the report of the Chairman of the Board of Directors on internal control procedures implemented by the Company, and the statutory auditors’ report on the Company financial statements for the year ended December 31, 2011, approves the 2011 financial statements, as presented, and the transactions recorded therein and summarized in these reports. The net income for the year was 205,507,226.30 euros. 2ND RESOLUTION Approval of the 2011 consolidated financial statements and transactions The Shareholders’ Meeting, deliberating pursuant to the quorum and majority requirements for ordinary meetings, having considered the Report of the Board of Directors, the report of the Chairman of the Board of Directors on internal control procedures implemented by the Company and the statutory auditors’ report on the 2011 consolidated financial statements, approves the 2011 consolidated financial statements, as presented, and the transactions recorded therein and summarized in these reports. The net income, Group share, for the year was 593 million euros. 3RD RESOLUTION Appropriation of earnings and setting of the dividend The Shareholders’ Meeting, deliberating pursuant to the quorum and majority requirements for ordinary meetings, approves the recommendations of the Board of Directors for the appropriation of earnings for the 2011 financial year: Origins: (in euros) Earnings 205,507,226.30 Retained earnings* 1,700,991,186.71 Total 1,906,498,413.01 Page 2 of 22 Appropriation: Legal reserve 10,275,361.32 Dividend - First dividend (5% of the par value of the share) 57,402,814.00 - Additional dividend (total dividend – first dividend) 86,104,221.00 - Maximum amount of the 10% increase 1,052,013.85 - Total Dividend 144,559,048.85 Retained Earnings 1,751,664,002.84 Total appropriations 1,906,498,413.01 * After inclusion of: - the dividends received on treasury shares, which total 130,110.00 euros; - the 10% increase not collected on the registered shares transferred into a bearer account between January 1 and June 30, 2011, i.e. 166,487.10 euros. It sets the normal dividend at 0.50 euro per share and the loyalty dividend at 0.55 euro per share. The amount of the normal dividend and the loyalty dividend are eligible in full for the 40% deduction that applies to individual who are tax residents of France. We remind the Shareholders’ Meeting that the dividends distributed in previous years were as follows: Year Number of shares Dividend distributed 2008 195,236,534 Normal dividend 2.00 Loyalty dividend 2.20 2009 286,453,316 Normal dividend 2.00 Loyalty dividend 2.20 2010 286,453,779 Normal dividend 1.00 Loyalty dividend 1.10 The General Meeting resolves that the dividend will be paid on July 6, 2012. ___________________________________________________ RELATED -PARTY AGREEMENTS (CONVENTIONS RÉGLEMENTÉES ) (Resolutions 4 and 5) The 4th and 5 th Resolutions relate to the ratification of the “related-party” agreements ( conventions réglementées ) approved by the Board of Directors. It relates to agreements entered into during the 2011 fiscal year or at the beginning of 2012, between Lafarge and its Directors or a company that shares one or more Directors with Lafarge and not yet approved in a General Meeting. The special report of the statutory auditors mentions as new agreements yet to be approved by the General Meeting the amendment to Mr. Bruno Lafont’s employment contract and the decision to maintain this Page 3 of 22 employment contract, as well as the signature of an amendment to the Shareholder agreement with NNS Holding Sàrl . • Decision to amend and maintain Mr. Bruno Lafont’s employment contract - Presentation of the transaction At the Board of Directors’ meeting on July 27, 2011, further to a recommendation from the Corporate Governance and Nominations Committee, the Board of Directors decided to maintain Mr Bruno Lafont’s employment contract and to amend said employment contract in order to remove Mr. Bruno Lafont’s commitment not to leave the company before June 30, 2011, in consideration of which the dismissal notice period could run up until this date. - Grounds for the Board of Directors’ decision The Board considers that its decision to maintain Mr. Bruno Lafont’s employment contract initially entered into on January 1, 1983 is warranted: • in view of his 29 years of service with the Lafarge group (and the 24 years of performance of his employment contract until its suspension in 2006 upon his appointment as Chief Executive Officer); and • as it encourages an internal promotion policy allowing for the appointment of corporate officers (mandataires sociaux) from among experienced senior executives (cadres dirigeants) with in-depth knowledge of the industry and markets on which Lafarge operates and for whom the loss of rights deriving from their employment contracts and length of service (e.g., contractual severance compensation under the collective bargaining agreement) would act as a drawback. These decisions do not change Mr. Bruno Lafont’s position, in particular with regard to his pension plan or severance compensation entitlement. • Amendment to the Shareholder agreement with NNS Holding Sàrl - Presentation of the transaction A 10-year shareholder agreement was entered into with certain members of the Sawiris family and NNS Holding Sàrl on December 9, 2007 following the acquisition of Orascom Cement (the cement activity of Orascom Construction Industries S.A.E.,