The guide

INDIVIDUAL SHAREHOLDER’S
GUIDE 2009
OUR SHAREHOLDERS
THE HEART
OF OUR STRATEGY
INDIVIDUAL SHAREHOLDER’S GUIDE 2009
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Lafarge
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CANADA NATIONAL TOWER
Stoney Creek, Ontario, Canada,
made of Lafarge cement.
John Andrews, WZMH (Architects).
The purpose of this guide
is to provide information
in summary form about
topics of interest to any
shareholder: about the
Group, Lafarge stock,
how to own shares,
shareholders’ rights, etc.
It is intended to be a
summary and might not
answer all your questions.
For further information,
we recommend that you
visit our website at
www.lafarge.com,
or contact the Individual
Shareholders’ Relations
Department
(details on p. 45).
04 05 07 09 Profile
Key figures
Board of Directors
The Executive Committee
BUSINESSES OF LAFARGE
IN 2008
13 15 16 17 Strategy
Cement
Aggregates & Concrete
Gypsum
LAFARGE ON THE STOCK MARKET
20 Lafarge stock
23 Specific codes
24 Actions affecting the shares in the last 10 years
LAFARGE SHAREHOLDERS
28 34 39 42 Your rights as a Lafarge shareholder
Share account
Buying and selling Lafarge shares
Tax treatment
45 Useful information
Bruno Lafont
Chief Executive Officer of Lafarge.
Dear shareholders,
Your ranks continue to grow and I thank you for your continuing
trust and loyalty to Lafarge.
This guide is part of a series of tools meant to reinforce your
knowledge of the Group.
I hope you will find it useful.
Yours sincerely,
INDIVIDUAL SHAREHOLDER’S GUIDE 2009
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Profile
World leader in building materials, Lafarge has top-ranking
positions in each of its businesses: Cement, Aggregates & Concrete and Gypsum.
The Group has approximately 84,000 employees in 79 countries.
SALES In 2008
19
billion euros
Number of employees
Number of shareholders
A presence in
Number of production sites
84,000
241,000
79 countries
2,187
GROUP’S SALES BY GEOGRAPHIC AREA OF DESTINATION
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INDIVIDUAL SHAREHOLDER’S GUIDE 2009
%
Western Europe 31.6
North America 22.4
Middle East (1)
8.5
Central and Eastern Europe 9.2
Latin America 5.1
Sub-Saharan Africa 12.5
Asia 10.7
(1) Formerly Mediterranean Basin and Middle East.
KEY FIGURES
Million euros
as at december 31st
CHANGE
2008
2007
Sales
Current operating income
3,542
3,242 + 9%
Operating margin (in %)
18.6
18.4
+ 20 pb
(1)
Earnings per share (in euros)
Excluding on-off items
(1) (2)
CASH FLOW from operations (3)
2008
2007
8.27
11.05 8.87
9.62 + 3%
- 8%
€14,635 m
€12,077 m
NET DEBT
INVESTMENTS (4)
2007
1,909
1,662
€2,113 m
€1,726 m
2008
1,598
1,713
+ 8%
SHAREHOLDERS’ EQUITY
2007
(2)
2008
%
17,614
Income Group share
19,033
Excluding on-off items
(1)
€12,067 m
€16,884 m
€3,170 m
€8,685 m
RETURN ON CAPITAL EMPLOYED (6)
DISPOSALS (5)
€615 m
8,8%
€2,492 m
11%
(1) Excluding the impact in 2007 of the disposal of the Roofing business and our Cement and Aggregates & Concrete operations
in Central Anatolia, Turkey, and in 2008 the disposal of the Lafarge Titan joint venture in Egypt, the Gypsum legal provision
adjustment and goodwill write-off.
(2) Basic average number of shares outstanding of 193.2 million in 2008, compared to 172.7 million in 2007.
(3) Defined as the net operating cash generated by continuing operations less sustaining capital expenditures.
(4) 2008 – Including Orascom Cement: €8,321 million.
(5) Main disposals :
2007: Roofing business and Cement and Aggregates & Concrete operations in Central Anatolia (Turkey),
2008: Lafarge Titan joint venture in Egypt, Aggregates & Concrete operations in Italy.
(6) Using the effective tax rate, excluding the impact of impairment losses in 2008.
INDIVIDUAL SHAREHOLDER’S GUIDE 2009
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Lafarge
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FOUR BEARS BRIDGE
New Town, North Dakota, United States,
made of Lafarge cement.
Braun Intertec. - Figg Engineering Group Kadrmas Lee et Jackson Inc. (Designer).
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INDIVIDUAL SHAREHOLDER’S GUIDE 2009
Board of Directors
The Board of Directors of Lafarge:
3 approves the annual financial statements,
3 prepares the Annual Shareholders’ Meeting,
3 sets management compensation,
3 participates in general management decisions.
The Board of Directors of Lafarge has 18 members,
of whom 10 are independent*. Oscar Fanjul holds the newly created position
of Vice-President of the Board of Directors, which is reserved for an independent
director. This decision highlights Lafarge’s determination to continue to implement best
practices in corporate governance.
The Annual Shareholders’ Meeting appoints
directors for a period of 4 years.
*According to the Board of Directors’ criteria.
From left to right:
Bernard Kasriel, Pierre de Lafarge, Thierry de Rudder, Oscar Fanjul, Michel Bon, Philippe
Dauman, Bertrand Collomb, Gérald Frère, Juan Gallardo, Bruno Lafont, Jean-Pierre Boisivon,
Hélène Ploix, Philippe Charrier, Paul Desmarais Jr., Jérôme Guiraud, Nassef Sawiris, Michel
Rollier, Michel Pébereau.
INDIVIDUAL SHAREHOLDER’S GUIDE 2009
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RICHMOND PLANT
British Columbia, Canada.
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INDIVIDUAL SHAREHOLDER’S GUIDE 2009
The Executive Committee
Isidoro Miranda
Guillaume Roux
Bruno Lafont
Chairman and
Chief Executive Officer
Juan-Carlos Angulo
Executive Vice-President,
Co-President
of the Cement Business
Christian Herrault
Executive Vice-President,
President
of the Gypsum Business
Executive Vice-President,
Co-President
of the Cement Business
Jean Desazars
de Montgailhard
Executive Vice-President,
Strategy, Development
and Public Affairs
Executive Vice-President,
Co-President
of the Cement Business
Jean-Jacques
Gauthier
Thomas Farrell
Executive Vice-President,
Co-President of the
Aggregates & Concrete
Business
Eric Olsen
Executive Vice-President,
Finance
Executive Vice-President,
Organization and Human
Resources
Gérard Kuperfarb
Executive Vice-President,
Co-President of the
Aggregates & Concrete
Business
Sara Ravella
Director of
Communications
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TETOUAN CEMENT PLANT WIND FARM
Morocco.
Businesses
of Lafarge
in 2008
13
15
16
17
Strategy
Cement
Aggregates & Concrete
Gypsum
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TESTING THE FIRING OF CLINKER
in a miniature kiln
at the Lafarge Research Center,
L’Isle d’Abeau, France.
Strategy G rowth Strategy, focused on:
our strategic priorities
3 Cement, notably in fast-growing markets
• Demographic trends and needs for infrastructure in developing markets will drive demand for building materials.
• World cement consumption has increased over the last 20 years, with an average increasing rate of 5% per year.
• In 2008, Lafarge finalised the acquisition of Orascom Cement. This operation is a major move for the Group
as it strenghtens its business model and its potential of growth by providing Lafarge with a leading position
and unparalleled exposure to North Africa and Middle East.
3 Innovation, especially in concrete
• Accelerate the launch of innovative high added value products
(Sensium®, ChronoliaTM, SyniaTM, ExtensiaTM, Ductal®, Agilia®).
• Use the Group’s unique know-how in R&D to develop new solutions for sustainable construction.
our operational priorities
3 Safety
• In
2008, we managed to reduce by 12% the number of work-place accidents resulting in sick leave, demonstrates our
commitment to achieving results in this area.
• The goal remains «zero» accidents.
3 Cost reduction
• 2006-2008 initial cost reduction objective has been exceeded (€420 m vs. €340 m announced)
• A €400 m new cost reduction plan has been announced for the period from 2009 to 2011 (out of which €200 m in 2009)
INDIVIDUAL SHAREHOLDER’S GUIDE 2009
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GRINDING PLANT INAUGURATED IN 2008
Puerto Montt, Chile.
2009 A €4.5 bn platform of measures
to strengthen the Group’s financial structure
STRONG OPERATIONAL MEASURES FOR €1.6 BN TO ENhance CASH FLOW GENERATION
3A
cceleration of cost-cutting measures: €200 m in 2009 (vs. initial target of €120 m) in a €400 m new cost reduction plan
announced for the period from 2009 to 2011.
3 Reduction in our capital expenditures in 2009, to €1.8 bn, 40% lower than 2008.
3 Increase in our divestment program: €1 bn minimum in 2009.
3 Reduction in working capital requirement to generate at least €200 m of additional cash flow in 2009.
SUPPORT FROM OUR SHAREHOLDERS
3 Rights issue of €1.5 bn achived with success in April 2009.
3 Exceptional cut in dividend of €400 m.
ADDITIONAL FLEXIBILITY: NEW CREDIT FACILITY OF €1 BN
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PREHOMOGENESATION HALL ANG BAGGINg
Malogoszcz plant, Poland
Cement World leader
Activities
Lines of cement, hydraulic
binders and lime for construction,
renovation and public works.
SALES in million euros
NUMBER OF EMPLOYEES
NUMBER OF PLANTS
PRESENT IN
10,911
49,673
166
50 countries
SALES by geographic area of DESTINATION
%
24
14
6
18
15
11
12
Western Europe North America Latin America Africa
Asia Middle East (1)
Central and Eastern Europe (1)
Formerly Mediterranean Basin and Middle East.
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PRODUCT BEING TESTED
Lo Espejo concrete plant, Chile.
Aggregates & Concrete N° 2 & N° 3 worldwide
Activities
SALES in million euros
NUMBER OF EMPLOYEES
Lines of aggregates, ready-mix
and precast concrete products,
asphalt and paving for engineering
structures, roads and buildings.
NUMBER OF PLANTS
PRESENT IN
6,573
25,633
1,945
40 countries
SALES by geographic area of DESTINATION
Western Europe
North America Energing markets
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%
39
41
20
CONVEYER BELT
Smoothness control
of plasterboards,
Saraburi plant, Saraburi,
Thaïland.
Gypsum N° 3 worldwide
Activities
SALES in million euros
NUMBER OF EMPLOYEES
Plasterboard systems and
gypsum-based interior solutions
for new construction and
renovation.
NUMBER OF PLANTS
PRESENT IN
1,521
8,132
76
29 countries
SALES by geographic area of DESTINATION
Western Europe North America Emerging markets
%
58
13
29
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ORASCOM CEMENT PLANT
Cairo, Egypt.
Lafarge on the
stock market
20 Lafarge stock
23 Specific codes
24 ACTIONS affecting the shares in the last 10 years
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LAFARGE ON THE STOCK MARKET
Lafarge stock
As at December 31st, 2008, the capital stock of Lafarge
was divided into 195,236,534 shares, with a par value of 4 euros each.
It is only necessary to own one share to be a shareholder and enjoy all the
rights afforded to shareholders by law and by the company’s bylaws.
Shares are not represented by a document but are recorded by being
entered in an account in your name, either with a financial intermediary
or with Lafarge.
Lafarge stock is eligible for Deferred Settlement Service (SRD).
Lafarge stock market listing
ISIN Code I FR0000120537
EPIC Code I LG
Where listed I Euronext
Indice I CAC 40
Ethical indices I FTSE4Good Monde, FTSE4Good Europe
Stock market capitalization on april 23, 2009 I 8,1 billion euros
In September 2007, we voluntarily delisted our shares from the New York
Stock Exchange but have maintained our American Depositary Receipts
(“ADRs”) program, our ADRs now being traded on the Over-the-Counter
market (“level one” program). Each ADR represents a quarter of a share.
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INDIVIDUAL SHAREHOLDER’S GUIDE 2009
What is a share?
A share is a negotiable instrument
representing a portion
of the company’s capital stock.
What is the deferred
Settlement Service (SRD)?
This service, for which a charge
is made, enables the settlement
of transactions to be deferred
to the end of the stock market
month (payment for orders
or delivery of shares).
more information
about ownership of shares
page 34 onwards
What is an American
depositary receipt (ADR)?
An ADR is a US negotiable
certificate of deposit,
representing one or more shares
of a non-US company listed.
The Lafarge share price
since January 2006
Highest closing price of Lafarge shares: 137.20 euros (07/03/07)
Lowest closing price of Lafarge shares: 32.13 euros (11/21/08)
180
Lafarge
160
CAC 40
140
23/04/09
3 Lafarge € 41.73
120
3 CAC 40
100
3,008.62
02/01/06
80
3 Lafarge € 66.46*
3 CAC 40
60
4,754.92
40
20
Jan-06
Avr-06
Juil-06
Oct-06
Jan-07
Avr-07
Juil-07
Oct-07
Jan-08
Avr-08
Juil-08
Change between January 2, 2006 and APRIL 23, 2009:
3 Lafarge share price I - 37.2 % *
3 CAC 40 I - 36.7 %
Oct-08
Jan-09
Avr-09
Source JCF 5.0
* Adjusted to take account of rights issue in April 2009.
Stock market data over last 5 years
2008
En euros
On December 31 (closing price)
st
Annual change in share price
Annual change in CAC 40
2007
2006
2005
2004
43.35
124.50
112.70
76.00
71.00
-65.2%
+10.5%
+48.3%
+7.0%
+0.6%
-42.68%
+1.3%
+17.5%
+23.4%
+7.4%
Session (in euros)
High
125.45
137.20
115.00
81.40
74.50
Low
32.13
102.31
73.55
65.75
62.30
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LAFARGE ON THE STOCK MARKET
Distribution of capital
At December 31st, 2008, we had 241,000 shareholders
reflecting the Group’s international dimension.
GEOGRAPHICAL DISTRIBUTION on december 31st, 2008
France
United States of America
Belgium
United-Kingdom
Luxembourg
Rest of the world
%
29.5
13.6
21.9
7.6
14.2
13.2
DISTRIBUTION BY TYPE OF SHAREHOLDER
%
Individual shareholders
10.2*
Treasury shares
0.2
French institutional shareholders 19.3
Non-French institutional shareholders 70.3
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INDIVIDUAL SHAREHOLDER’S GUIDE 2009
** 240,000 individual shareholders,
including 29,000 employees.
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 Eurolist
(Euronext Paris) under the ISIN code FR0000120537.
more information about the loyalty dividend • PAGE 32
Specific codes 2009
Date of registration
Specific code
Entitlement to
loyalty dividend in
No later than December 31st, 2006
FR0000066946
2009
Between January 1 and
December 31st, 2007
FR0010541110
2010
Between January 1st and
December 31st, 2008
FR0010689547
2011
st
Note: Code FR0010701375 applies to shares arising from the exercise of
options between January 1st, 2009 and the dividend detachment date (July
1st, 2009), with entitlement to dividends from January 1st, 2009. These
shares will be listed under the code FR0000120537 after the dividend
detachment date.
more information on the dividend for 2008 • PAGE 32
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LAFARGE EN BOURSE
Actions affecting the shares in the last 10 years
net DIVIDEND
AMOUNT PER SHARE
FOR THE
FISCAL YEAR
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NORMAL
DIVIDEND
LOYALTY
DIVIDEND
REINVESTMENT
AT PRICE OF
1999
2.05 euros
2.26 euros
81.58 euros
2000
2.20 euros
2.42 euros
95.71 euros
2001
2.30 euros
2.53 euros
95.30 euros
2002
2.30 euros
2.53 euros
51.42 euros
2003
2.30 euros
2.53 euros
59.97 euros
2004
2.40 euros
2.64 euros
62.07 euros
2005
2.55 euros
2.80 euros
-
2006
3.00 euros 
payable
in cash
3.30 euros
payable
in cash
-
2007
4.00 euros
payable
in cash
4.40 euros
payable
in cash
-
2008
2.00 euros
payable
in cash
2.20 euros
payable
in cash
-
INDIVIDUAL SHAREHOLDER’S GUIDE 2009
February 17, 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 17 and March 1st,
2000.
Each old share carried one preferential subscription right, and 9 preferential subscription rights entitled
the holder to subscribe for 2 ORANE + 2 warrants at a price of 74 euros each.
The ORANE were repaid on May 24, 2000 at the price of 74.72 euros each.
The warrants could be exercised at the rate of:
• 4 warrants for 1 share at a price of 74 euros, until January 29, 2001,
• 4 BSA for 1.024 shares at a price of 74 euros from February 9, to March 20, 2001.
January 22, 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.
Subscription period from January 22 to February 2, 2001 inclusive.
March 30, 2001
Issue of 5,861,951 shares through the exercise of warrants, between March 20, 2000 and
March 20, 2001.
July 15, 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 19 to July 2, 2003, inclusive.
April 28, 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 2 to April 15, 2009, inclusive.
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CONSTUCTION SITE OF THE CHILANGA PLANT
Zambia.
Lafarge
shareholders
28
34
39
42
Your rights as a Lafarge shareholder
Share account
Buying and selling Lafarge shares
Tax treatment
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LAFARGE shareholders
Your rights
as a Lafarge
shareholder
LEADER IN A
SUSTAINABLE
WORLD
The right to be
informed and heard
As a Lafarge shareholder, you have a number
of basic rights. Shareholders must always be informed of any event
concerning the company that could have an impact on the share
price.
2008
SUSTAINABILITY
REPORT
To keep you informed, arouse your curiosity, retain
your interest and deepen your knowledge of the
Group, Lafarge…
OUR SHAREHOLDERS
… prepares a number of documents
every year
3 the letter to shareholders (only in French),
3 the individual shareholder’s guide,
3 the institutional brochure,
3 the facts and figures brochure,
3 Crescendo, the Group’s half-yearly review,
3 the annual report & reference document,
approved by the French Autorité des marchés
financiers,
3 the substainability report.
… regularly publishes
3 financial notices in the financial and economic
press,
3 notices in the Bulletin des Annonces Légales
et Obligatoires (BALO), which can be downloaded
from the website http://balo.journal-officiel.gouv.fr,
3 press releases, which can be consulted on our
website, www.lafarge.com.
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INDIVIDUAL SHAREHOLDER’S GUIDE 2009
THE HEART
OF OUR STRATEGY
MORE INFORMATION
about these documents
3 www.lafarge.com
MORE INFORMATION
on the diary of events
for shareholders in 2009
3 www.lafarge.com
3 Individual Shareholders’
Relations Department
… provides you with dedicated tools
and assistance
3 the shareholders’ information area
on our website, www.lafarge.com,
3 the Individual Shareholders’ Relations
Department, at your service for any question
or request for documentation.
… organizes meetings to discuss
matters with you
3 the General Meeting,
3 information meetings (on average 4 per year),
3 Actionaria exhibition.
Consultation prior
to General Meetings
Consultation papers are generally sent out
before General Meetings, and enable shareholders to express their expectations for the next
General Meeting (subjects they would like to
be discussed, questions they would like to ask
during the Meeting, etc.). The results of the
consultation are presented at the beginning of
the General Meeting.
… is always ready to listen to your concerns,
particularly through
3 the shareholders’ consultative committee,
3 the consultation prior to General Meetings.
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Liste des membres
The shareholders’
consultative committee
3Daniel Bouchacourt
(Val-de-Marne),
3Thierry Bunel (Aisne),
3Patrice Cosaert
(Charente-Maritime),
Composition and operation
Role
3Laurent Coupier
(Bouches-du-Rhône),
The shareholders’ consultative committee is
made up of 12 people reflecting the composition of our private shareholder base:
3 11 members, individual shareholder,
3 1 position is reserved for a representative of
the individual shareholders’ association.
The term of office for members is 4 years.
A member of CCAI is authorized to make
several non-successive mandates. Calls for
application are launched in the letter to shareholders.
The individual shareholders’ consultative
committee was created in 1995.
It is designed to:
3 improve the Group’s financial communications with individual shareholders,
3 engage with shareholders and be attentive
to their expectations,
3 inform and educate individual shareholders.
3Vincent Gaffiot (Yonne),
3Michel Gouy (Nord),
3Jean Guérin
(Seine-et-Marne),
3Claude Haroche (Paris),
3Didier de Lavergnolle (Paris),
3Denis Malaguti (Charente),
3Yves Rambaud (Yvelines),
3Chantal Thiebaut
(Meurthe-et-Moselle).
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The committee meets an average of 3 times
a year (2 plenary session with the Chairman
and CEO and 1 site visit).
INDIVIDUAL SHAREHOLDER’S GUIDE 2009
LAFARGE shareholder
What different kinds of
General meeting are there?
The right
to participate and vote
at the General Meeting
Any Lafarge shareholder, who proves his or her
status before 3 days in advance of the date of the Meeting, has
the right to vote at the General Meeting. Shareholders can vote:
3 by attending the Meeting,
3 by post,
3 by giving a proxy to their spouse or to another Shareholder,
3 or by giving a proxy to the Chairman.
You are reminded that it is not necessary to
block your shares to vote on resolutions at
Lafarge General Meetings.
Documents relating to General
Meetings
If your shares are registered, or if you own at
least 200 bearer shares, full documentation
enabling you to take part in General Meetings
will be sent to you automatically.
If you have less than 200 bearer shares,
you can take part in General Meetings
by asking your account holder for the meeting
documentation.
3 Ordinary General Meetings
take place within six months
of the end of the fiscal year, and
entail a report from the Board of
Directors on its management of
the company during the previous
year. It approves the financial
statements for the fiscal year,
appoints and renews directors
and auditors, and fixes the
amount of the dividend and the
manner in which it will be paid.
3 Extraordinary General Meetings
can be convened at any time,
and have powers to make
amendments to the bylaws
and make decisions about the
issue of negotiable securities
other than ordinary bonds.
3 Combined General Meetings
conducts ordinary and extraordinary business on the same
date and are convened by a
single notice of meeting.
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p age 3 1
What is a dividend?
Dividends are variable income,
the amount of which depends
on the profits made by the
company. They represent
the portion of the profits that the
Annual General Meeting decides
to distribute 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 to be paid, shareholders
adopt a resolution at the Ordinary General Meeting called to
approve the financial statements
for the previous fiscal year.
On what date do you have
to own shares to be
entitled to the dividend?
You must be the owner of your
shares on the day before
the dividend detachment date
(exception are possible notably in
case of rights issue).
The right to receive
dividends
Dividends paid during
the last three fiscal years
Euros
Every shareholder has the right
to receive a dividend.
For the
fiscal year
2006
The loyalty dividend
Since 1999, Lafarge shares which have been
registered for at least two years (either in a direct
or administered registered 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 year of registration of the shares in a registered
account. The number of shares giving entitlement
to such increase held by any one shareholder
cannot exceed 0.5% of the total share capital at
the relevant financial year time. The loyalty dividend is sometimes referred to as a “prime de
fidélité” (PF).
2007
2008
Lafarge
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INDIVIDUAL SHAREHOLDER’S GUIDE 2009
3.00
Loyalty
dividend
3.30
Normal
dividend
4.00 Loyalty
dividend
4.40 Normal
dividend
2.00 Loyalty
dividend
2.20
3 payment in cash,
3 ex-dividend date: july 1, 2009,
3 payment date: july 6, 2008.
more information
|
Normal
dividend
Dividend for 2008:
on Lafarge General Meetings (notices of meetings, etc.)
3 www.lafarge.com
3 Individual Shareholders’ Relations Department
p age 3 2
Net dividend
LAFARGE SHAREHOLDERS
The right to participate in transactions
affecting the capital
Such rights can be in one of two forms:
3 a preferential subscription right, when the company goes into the market
to increase its share capital in cash,
3 an allotment right, when the company increases the share capital by
the incorporation of reserves. It can then create new shares and allot
them to its shareholders free of charge.
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p age 3 3
Share account
The different kinds
of share account
There are three kinds of share account:
3 bearer accounts. These are opened with your usual bank or stockbroker,
3 administered registered accounts. If you have expressly requested that your shares be registered.
These accounts are opened with your usual bank or stockbroker,
3 direct registered accounts. If you have expressly requested that your shares be direct registered.
These accounts are opened with BNP Paribas Securities Services (contact details on p. 45), appointed
by Lafarge to manage direct registered accounts.
more information
on registered accounts • PAGE 35 onwards
p age 3 4
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INDIVIDUAL SHAREHOLDER’S GUIDE 2009
LAFARGE SHAREHOLDERS
The characteristics of the various share accounts
Direct registered account
En Euros
Administered registered account
Account management
BNP Paribas Securities Services appointed by Lafarge
Registered shares in a share savings
scheme
Administered registered accounts are recommended rather than direct registered accounts
Bank or stockbroker
Notices of General Meetings
Sent automatically to the shareholders
Admission to General Meetings
Upon presentation of the admission letter or of identification
Participation in General Meetings
Any Lafarge shareholder, who proves his or her status before 3 days in advance of the date of the Meeting, has the right to vote
Voting rights
Double voting rights allocated to any share owned in registered form for at least two years (from date to date)
Dividends(1)
Dividend increased by 10% for any share owned in registered form for at least two years(2)
Letters to shareholders
Sent automatically to the shareholders
Custodians’ fees
Paid by Lafarge
Purchases/sales
Orders(3) placed:
• directly via the internet, on the GISnomi website(4)
(https:gisnomi.bnpparibas.com)
• or by letter, fax or telephone(5) to BNP Paribas Securities
Services
(1)
Paid by the shareholder
Variable fees depending on the bank or stockbroker
Orders placed with the bank or stockbroker
Certain banks and stock market companies manage the gains
The shareholder himself calculates any gains realized
Fees on purchases/sales
• Brokerage commission: 0.30% exc. VAT(6) of the gross
amount (without any minimum or maximum)
• Bank commission: 7.62 euros exc. VAT(6)
Variable depending on the bank or stockbroker
(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 deceased sufficient to entitle them under an intestacy), on condition that the shares continue
to be held in a registered account.
(2) The period of two years runs with effect from January 1st in the year following the year in which the shares were registered. The number of shares giving entitlement to such increases
held by any one shareholder cannot exceed 0.5% of the total share capital at the relevant financial year time.
(3) In order for your orders to be processed, BNP Paribas Securities Services must first have received your stock exchange service agreement, duly completed and signed.
(4) Excluding legal persons, minors or persons under a disability.
(5) For orders placed by fax or telephone, you must send a letter of confirmation to BNP Paribas Securities Services within 48 hours.
(6) As required by law, VAT is charged to French and European Union residents at the rate of 19.60%, and to residents of French overseas territories at the rate of 8.50%. No VAT is
charged to residents of Guyana or other non-residents.
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p age 3 5
Bearer account
Sent automatically by the bank or stockbroker to
shareholders with 200 shares or more
Upon presentation of the admission letter issued on
the basis of a certificate of holdings
at the General Meeting.
One voting right per share
No loyalty dividend
Sent on request
realized
p age 3 6
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INDIVIDUAL SHAREHOLDER’S GUIDE 2009
LAFARGE SHAREHOLDERS
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
Date
Addressee
Bank Address
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
INDIVIDUAL SHAREHOLDER’S GUIDE 2009
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p age 3 7
If you hold shares
in a share savings scheme,
administered registered
accounts are recommended
rather than direct
registered accounts.
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
Date
Addressee
Bank Address
Re: Transfer of my Lafarge shares into a direct registered account
Dear Sir/Madam,
Upon receipt of this letter, could you please transfer the XX Lafarge shares that I hold in the above-mentioned share account,
to BNP Paribas Securities Services, in order for them to be registered in a direct registered account. Since this transfer will entitle me
to the loyalty dividend offered by Lafarge, I should be grateful if you would ensure that my shares are effectively transferred to: BNP Paribas Securities Services
GCT Services aux Emetteurs
Services relations actionnaires Lafarge
Immeuble Tolbiac
75450 Paris Cedex 09, France
Before December 31st, 20XX.
Yours truly.
Signature
MORE INFORMATION download these standard letters on 3 www.lafarge.com
p age 3 8
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INDIVIDUAL SHAREHOLDER’S GUIDE 2009
LAFARGE SHAREHOLDERS
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.
Buying
or selling Lafarge shares
Your shares are bearer shares
or are in an administered registered account
You must place your order with your bank or stockbroker.
Your shares are in a direct registered account
Via the internet*
On the GISnomi website (https:/gisnomi.bnpparibas.com). Your confidential access codes will be sent to you by
BNP Paribas Securities Services after your shares are registered in a direct registered account.
*Excludes legal persons, minors or persons under a disability.
By letter, fax or telephone
Addressed to BNP Paribas Securities Services. In the case of orders placed by fax or telephone, you must send a letter
of confirmation to BNP Paribas Securities Services within 48 hours.
INDIVIDUAL SHAREHOLDER’S GUIDE 2009
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Lafarge
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p age 3 9
What are the most common
stock market orders?
3 “limit” order indicates that
you do not want to pay more
than the stated price, if you are
a buyer, and that you do not
want to sell below that price,
if you are a seller. They allow
you to be protected against
market fluctuations, but involve
a risk of non-execution.
Information
your order must contain
In order to be processed, your order must be clear and must provide certain information:
3 the name and ISIN code of the shares to be traded,
3 the type of transaction (purchase, sale),
3 the quantity of shares to be traded,
3 the execution price,
3 the duration of the order (no later than the end of the month).
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.
p age 4 0
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INDIVIDUAL SHAREHOLDER’S GUIDE 2009
3 order “at best” contains no
indication of a price, and will
be executed at the price determined by the order book. They
may be only partially filled. Any
surplus is treated as a “limit”
order. This type of order is useful
for very liquid shares that one
wishes to buy or sell quickly.
3 “market” order contains no
indication of a price and can
only be completely filled (i.e.
these orders cannot be split).
In exchange, these orders
take priority over other types of
orders. They are used to trade
securities in very liquid markets.
The person placing the order
is sure of buying or selling the
securities, but takes a risk as
to the price of execution.
LAFARGE SHAREHOLDERS
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 dividend is transmitted only to heirs as part of an estate. In case of shares donation, the right to dividend is
not transmitted.
*Right holders having a family relationship with the deceased sufficient to entitle them under an intestacy.
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p age 4 1
Tax treatment*
Tax applicable to dividends
For 2008 income (tax declaration completed in 2009)
For dividends received as from January 1st, 2008, it is possible to choose between two tax regimes.
The first provides for a final withholding tax of 18% computed on the gross dividend received, as provided by Article 117
quater of the CGI. In order to benefit from this regime, you must expressly mention it to the financial institution that holds
your shares.
Absent such option, the taxable dividend is subject to progressive income tax.
Such taxable dividend is computed by applying a first tax relief of 40% of the dividend received (not capped) as well as a
second flat tax relief depending on your personal situation which amounts to 1,525 euro per year for single persons and
to 3,050 euros per year for couples.
In this case, you also benefit from a tax credit equal to 50% of the dividend received which is capped at 115 euros (single
person) or 230 euros (couple). This tax credit is deducted from income tax and gives rise to a repayment if in excess of
the amount of that tax.
For 2009 income (tax declaration completed in 2010)
The above described provisions will still be applicable to dividends received in 2009 (to be mentioned on the tax return
filed in 2010), including the various ceilings and tax credit mentioned here above.
* The information in this part summarizes the tax provisions which apply to shareholders, physical persons, and residents for tax purposes in France.
MORE INFORMATIONS
Contact your regular tax adviser
p age 4 2
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INDIVIDUAL SHAREHOLDER’S GUIDE 2009
LAFARGE SHAREHOLDERS
Tax applicable to capital gains
For gains made in 2008 (tax declaration completed in 2009)
The tax provisions applicable to capital gains on sales of negotiable securities realized in 2008 set the level of tax on
chargeable capital gains at 29% (18% of income tax and 11% of various social security contributions) when the annual
amount of the sales is in excess of 25,000 euros.
It is reminded that when assessing the capital gains threshold for tax purposes, it is necessary to take into account all the
operations carried out by members of the household, directly or through intermediaries.
In case of an exceptional change in the personal, family or professional taxpayer’s situation, the threshold will be assessed
by reference to the average proceeds of the year and the previous two years.
As from January 1st, 2006, a new system giving progressive income tax exemption for capital gains arising from share sales
has been introduced.
The taxable capital gain is reduced by one third per year of detention after the fifth, so that complete exemption is granted
after 8 years of continuous ownership.
However, the period of ownership of shares acquired before January 1st, 2006 is calculated as from that date: therefore
total exemption cannot be acquired before 2014.
Example:
3 Until the 5th year of ownership: tax charge of 29%.
3 In the 6th year of ownership: tax charge of 23%.
3 In the 7th year of ownership: tax charge of 17%.
3 After the end of the 7th year of ownership: tax charge of 11%.
This exemption only covers income tax. The various social security contributions are still due.
Capital gains arising on the sale of shares registered in share savings schemes are not liable to tax, when the legal conditions
are met.
MORE INFORMATION
contact your regular tax adviser
INDIVIDUAL SHAREHOLDER’S GUIDE 2009
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p age 4 3
For gains made in 2009 (tax declaration completed in 2010)
As for capital gains realized in 2009, the latter are subject to a total tax rate of 30,1% (18% of income tax and 12,1% of social security contributions)
if the annual amount of the sales exceeds 25,730 euros. The other provisions described above remain applicable.
French wealth tax (Impôt de solidarité sur la fortune)
The value to be used for Lafarge shares in the estimated declaration of property in 2008 is either:
3 the last quoted price on December 31st, 2008: 43.35 euros, or
3 the average of the closing prices during the last 30 stock market sessions of 2008: 42.26 euros.
p age 4 4
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INDIVIDUAL SHAREHOLDER’S GUIDE 2009
The Individual Shareholders’ Relations Department
3 phone
(toll free number, for calls from France only)
3 e-mail : [email protected]
3 Site Internet : www.actionnaires.lafarge.com
3 address:
Lafarge
Individual Shareholders’ Relations Department
61, rue des Belles-Feuilles – BP 40
75782 Paris Cedex 16 – France
3 fax : + 33 1 44 34 12 37
the website, www.lafarge.com and its dedicated shareholders’ information area
BNP Paribas Securities Services
3 phone
(toll free number, for calls from France only)
ou + 33 1 55 77 61 00
3 e-mail :
[email protected]
3 address:
BNP Paribas Securities Services
GCT Services aux émetteurs
Service relations actionnaires Lafarge
Immeuble Tolbiac
75450 Paris cedex 09 – France
3 fax : + 33 1 55 77 34 17
Photo credits : DR Médiathèque Lafarge (p. 2, 8, 26-27),
Gérard Uferas - Rapho (p. 3), Jack Clark (p. 6), Alain Le Breton (p. 7),
Patrick Endres (p. 8), Jacques Grison - Rapho (p. 9),
Ignus Gerber (p. 10-11, p. 18-19), Laurence Prat (p. 12),
Diego Giudice (p. 14, 16), Mikolaj Katus (p. 15), Cédric Arnold - Rea (p. 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