information memorandum
Transcription
information memorandum
DRAFT INFORMATION MEMORANDUM FOR THE MANDATORY TENDER OFFER BY LAFARGE CEMENTOS S.A.U. (“LAFARGE CEMENTOS” OR “THE OFFEROR”) ADDRESSED TO THE SHAREHOLDERS OF THE COMPANY HERACLES GENERAL CEMENT CO (“HERACLES”) FOR THE PURCHASE OF TOTAL OF THE ORDINARY SHARES ISSUED BY HERACLES FOR THE CONSIDERATION OF €1.23 IN CASH PER ORDINARY SHARE ISSUED BY HERACLES THE OFFEROR‟S ADVISER: BNP PARIBAS AUTHORISED CREDIT INSTITUTION FOR LODGING DECLARATIONS OF ACCEPTANCE: EUROBANK November 2015 The Capital Market Commission approved the contents of this Information Memorandum by resolution of its Board of Directors dated 737/6.11.2015, in accordance with article 11 par. 4 of law 3461/2006 “Incorporation into the law of Greece of Directive 2004/25/ΕC relating to Tender Offers”. 1 IMPORTANT NOTICE The Tender Offer (as defined below) is addressed to the shareholders of the Greek Société Anonyme under the trade name “HERACLES General Cement Co” (hereinafter referred to as “HERACLES”), the shares of which are listed and quoted for business on ATHEX, in accordance with the procedure laid down by law 3461 / 2006 “Incorporation in the law of Greece of Directive 2004/25/EC relating to Tender Offers”, and is addressed only to those persons who are entitled to lawfully accept it. In particular, this Tender Offer is not addressed in any way or in any form (document or otherwise), directly or indirectly, in or into any country where, under its law, the execution of this Tender Offer or the mailing or distribution of this Information Memorandum is illegal or contravenes any applicable law, rule or regulation. For this reason, the transmission, distribution, mailing or forwarding in any other way of copies or duplicates of this Information Memorandum or of any other document relating to this Tender Offer by any person to or from the Exempted Countries (as defined below) is prohibited. Persons who are nationals or residents of or domiciled in any country outside Greece and also their representatives, custodians or trustees should read paragraph 2.20 of this Information Memorandum. Declarations of Acceptance (as defined below) of this Tender Offer should not be received or solicited in the Exempted Countries or by any person who is a national or resident of or domiciled in any Exempted Country, and the Offer Consideration (as defined below) may not be paid to an account or sent to an address in any Exempted Country. A Shareholder (as defined below) may not be deemed to have validly accepted the Tender Offer, to the extent that the Shareholder has not fully completed the Declaration of Acceptance in accordance with the terms and conditions set out herein. Information included in this Information Memorandum relating to HERACLESwas taken from: (i) the annual report published by HERACLESfor the financial year which ended on 31 December 2014 and the financial statements pertaining to the half year which ended on June 2015 and (ii) other publicly available sources. Neither the Offeror (as defined below) nor its Adviser (as defined below) has carried out any independent review of the accuracy of the information. 2 Information included in this Information Memorandum relating to the Offeror or the Group was taken from: i) the annual report published by the Offeror, Holcim Ltd and Lafarge S.A., for the financial year ended on 31 December 2014, (ii) the offer document for the public exchange offer for the shares of Lafarge S.A. initiated by Holcim Ltd, having received the visa number 15-226 dated 28 May 2015from the French Autorité des Marchés Financiers and (iii) other publicly available sources. As at the Tender Offer Date, the share capital of HERACLES is comprised of 71,082,707ordinary shares; as at that date, the Offeror held directly 63,253,403 ordinary shares representing approximately 88.99% of the HERACLES's total ordinary shares and voting rights. The Offeror held no Shares indirectly as at the Tender Offer Date. This Information Memorandum includes references and estimates relating to the Offeror‟s strategic plans, in the context of the Tender Offer. There are several factors, such as commercial, operational, economic and financial that could cause actual results and developments to differ materially from those expressed in or implied by such estimates. In any event, it is recommended that all persons lawfully receiving this Tender Offer and this Information Memorandum should appoint their own financial, banking, legal or tax adviser, accountant or any other independent relevant adviser of their own choice. 3 DEFINITIONS Unless otherwise provided in this Information Memorandum, the following terms will have the following meanings: Acceptance Period means the time period during which the Tender Offer can be accepted. Accepting Shareholder(s) means any of the Shareholders (as defined below) who will validly accept the Tender Offer and will offer their Shares. Adviser means BNP Paribas S.A., a company duly organised and operating under the laws of France, with registered office at 16 Boulevard des Italiens, 75009 Paris, France, acting as adviser of the Offeror in relation to the Tender Offer in accordance with Article 12 of the Law. ATHEX means the Athens Exchange (formerly known as Athens Stock Exchange). ATHEX CSD means HERACLES under the trade name “Hellenic Central Securities Depository Société Anonyme”, which administers the DSS. Clearance Regulation means the clearance regulation approved by virtue of the CMC‟s (as defined below) decision under number 6/556/08.07.2010, as it is in force today. CMC means the “Capital Market Commission” with registered office in Athens (1 Kolokotroni & Stadiou str.). Declaration of Acceptance means the written declaration of acceptance which all Shareholders who wish to accept the Tender Offer enter into, in accordance with article 18 of the Law and submit to the Receiving Bank of the Tender Offer (as defined below). Declaration of Revocation means the written declaration which the Accepting Shareholders submit to the Receiving Bank of the Tender Offer to revoke their Declaration of Acceptance in order to accept a competing tender offer. DSS means the Dematerialised Securities System administered by the ATHEX CSD. DSS Operating Rules means the operating rules of the dematerialised securities system adopted by virtue of the CMC‟s decision under number 3/304/10.06.2004, as 4 such was amended by virtue of the decision under number 20/697/10.11.2014 and is in force today. Exempted Country means any country under the laws of which the execution of the Tender Offer or the posting or distribution of this Information Memorandum is illegal or contravenes any applicable law, rule or regulation. HERACLES means the Greek Société Anonyme under the trade name “HERACLES General Cement Co”. HERACLES Group means HERACLES and its subsidiaries. Information Memorandum means this document. Information Memorandum Date meansFriday, 6 November 2015, the day on which the Information Memorandum has been approved by the CMC. Initial Operator means the Operator within the meaning of the Clearance Regulation, as has been amended and currently in force, who operates the Offered Shares. LafargeHolcim means LafargeHolcim Limited, a limited liability company operating under the laws of Switzerland, with registered offices at Zürcherstrasse 156, 8645 Jona, Switzerland. LafargeHolcim Group means LafargeHolcim and its affiliates and/or subsidiaries. Law means law 3461/2006 (Government Gazette Α106/2006) “Incorporation in the law of Greece of Directive 2004/25/ΕC relating to Tender Offers”, as currently in force. Offer Consideration means, €1.23, which the Offeror will pay for each Offered Share (as defined below). Offered Shares means the Shares of the Accepting Shareholders referred to in their Declaration of Acceptance Offeror or Lafarge Cementos means the Spanish limited liability company registered under the trade name“Lafarge Cementos S.A.U.”, with registered offices at Road C-17, Km 2,947 in Montcada I Reixac, Barcelona, Spain. Persons Acting in Concert with the Offeror under Art. 2 (e) L. 3461/2006 means LafargeHolcim, Lafarge S.A., Société Financière Immobilière et Mobilière 5 (SOFIMO), as well as all the companies controlled by LafargeHolcim as set out in the Appendix of the Information Memorandum. Apart from the above, there are no other natural persons or legal entities acting in concert with the Offeror within the meaning of the Law. Receiving Bank of the Tender Offer means Eurobank (as established in Greece), acting pursuant to the provisions of article 18 paragraph 1 of the Law, which has been appointed by the Offeror. Shares means any and all (depending on the context) ordinary shares of HERACLESeach of nominal value €1.70, together with all existing and future rights, claims or demands attaching to the ordinary shares which in accordance with the Articles of Association of HERACLES and the law are incorporated or included in or are connected with or arise from the sold shares and which are free and clear from any encumbrance in rem or contractual encumbrance or any third party right, restriction, claim, usufruct, charge or other right or lien. Shareholders means the absolute, unencumbered, exclusive and undisputed owners of the Tender Offer Shares. Shareholders outside Greece means Shareholders who are residents of or domiciled in a country outside Greece. Shares Account means the shares account on the DSS as defined in the DSS Operating Rules. Tender Offer means this mandatory tender offer made by the Offeror to the Shareholders, in accordance with the Law. Tender Offer Date means 30 July 2015, the day that the Offeror submitted to the CMC and announced the Tender Offer, in accordance with article 10 of the Law. Tender Offer Shares means the Shares which are not owned directly or indirectly by the Offeror at the Tender Offer Date, i.e. 7,829,304 shares of HERACLES. Transferred Shares means the Offered Shares transferred to the Offeror through an off-exchange transfer under the Tender Offer. 6 CERTIFICATE BY THE PERSONS RESPONSIBLE FOR PREPARING THE INFORMATION MEMORANDUM In accordance with article 11 paragraph 1(e) of the Law, Mr Isidoro Miranda Fernandez, General Manager and President of the Board, and Mr Rafael Robledo Zubeldia, Financial Director and Member of the Board, in their capacity as representatives of the Offeror acting on its instructions, and as the persons responsible for preparing the Information Memorandum, certify that this Information Memorandum is complete and accurate without any omissions which could render its contents or the purpose of the Tender Offer misleading. For Lafarge Cementos Isidoro Miranda Fernandez Rafael Robledo Zubeldia General Manager and Chairman of the Board of Directors Financial Director and Member of the Board of Directors CERTIFICATE BY THE ADVISER In accordance with article 12 paragraphs 1 and 2 of the Law, BNP Paribas S.A., a credit institution incorporated and existing under the law of France, with registered office at16 Boulevard des Italiens, 75009 Paris, France, countersigns this Information Memorandum and certifies that following its appropriate due diligence, the content of the Information Memorandum is accurate. For BNP Paribas S.A. Arnaud Jossien George Pitaoulis Director, Corporate Finance Managing Director, Financial Institutions Group 7 TABLE OF CONTENTS 1. SUMMARY OF THE INFORMATION MEMORANDUM ................................................. 9 1.1 Tender Offer .......................................................................................................................... 9 1.2 The Offeror .......................................................................................................................... 11 1.3 The HERACLES company................................................................................................. 11 1.4 The Offeror’s strategy regarding HERACLES’ .............................................................. 12 1.5 The Shares being the subject of the Tender Offer............................................................ 13 1.6 The Offer Consideration .................................................................................................... 13 1.7 Tender Offer Procedure ..................................................................................................... 15 1.8 The binding nature of the Tender Offer ........................................................................... 15 1.9 The Offeror’s Adviser ......................................................................................................... 16 2. TENDER OFFER FOR THE ACQUISITION OF THE SHARES OF HERACLES ....... 16 2.1 Introduction ......................................................................................................................... 16 2.2 The HERACLES company................................................................................................. 19 2.3 The Offeror .......................................................................................................................... 25 2.4 The Offeror’s strategy regarding HERACLES ................................................................ 36 2.5 The Offeror’s Adviser ......................................................................................................... 40 2.6 Authorised Credit Institution for lodging Declarations of Acceptance .......................... 40 2.7 Persons responsible for preparing the Information Memorandum ............................... 41 2.8 Confirmation by BNP Paribas ........................................................................................... 41 2.9 The Shares being the subject of the Tender Offer............................................................ 42 2.10 Shares already held by the Offeror ................................................................................... 42 2.11 Maximum number of Shares which the Offeror is required to acquire ......................... 42 2.12 The Offer Consideration .................................................................................................... 42 2.13 Information concerning the financing of the Tender Offer ............................................. 44 2.14 Conditions precedent .......................................................................................................... 44 2.15 Acceptance Period ............................................................................................................... 44 2.16 Declarations of Acceptance – Procedure for lodging of Declarations of Acceptance – Non-revocability of Declaration of Acceptance .............................................................................. 45 2.17 Publication of the results of the Tender Offer .................................................................. 47 2.18 Procedure for the payment of the Offer Consideration – Procedure for the transfer of the Offered Shares – Transfer of Shares that will not be transferred ......................................... 47 2.19 Information relating to recent dealings in the Shares ...................................................... 49 2.20 Shareholders outside Greece .............................................................................................. 49 2.21 Applicable law and jurisdiction ......................................................................................... 51 3. STATEMENT OF THE OFFEROR’S ADVISER .................................................................... 51 8 1. SUMMARY OF THE INFORMATION MEMORANDUM This summary includes sections of this Information Memorandum and should only be read in conjunction with the full text of this Information Memorandum. 1.1 Tender Offer Following its extraordinary shareholders meeting on 8 May 2015, Holcim Ltd filed on 11 May 2015 a public exchange offer on Lafarge S.A. shares. The public exchange offer received clearance on 28 May 2015 from the Autorité des Marchés Financiers. The public exchange offer was launched subsequently on 1st June 2015, ending on 3 July 2015, with terms of the offer entailing 9 newly issued Holcim Ltd shares for 10 Lafarge S.A. shares. Following the completion of the public exchange offer of Holcim Ltd for the shares of Lafarge S.A., Holcim Ltd acquired on 10 July 2015 87.46% of the share capital of Lafarge S.A., which was until that date the ultimate parent undertaking of HERACLES. On the same date Holcim Ltd changed its corporate name to LafargeHolcim Ltd. Thus, LafargeHolcim Ltd. became on 10 July 2015 the controlling shareholder of Lafarge S.A. and indirect holder of 63,253,403 shares and 88.99% of total voting rights in HERACLES, and as a result became the ultimate parent undertaking of HERACLES. The direct participation of Lafarge Cementos S.A.U. and the indirect holdings of the companies Lafarge S.A. and Société Financière Immobilière et Mobilière SOFIMO through Lafarge Cementos S.A.U. in HERACLES have not changed. More specifically, Lafarge Cementos S.A.U. continues to hold directly 63,253,403 shares in HERACLES which correspond to 88.99% of the total voting rights in HERACLES. Lafarge S.A. continues to be the sole shareholder and parent undertaking of Société Financière Immobilière et Mobilière SOFIMO, which in turn continues to be the sole shareholder and parent undertaking of Lafarge Cementos S.A.U. The public exchange offer was reopened from 15 July until 28 July 2015 and as a result, LafargeHolcim Ltd acquired 96.41% of Lafarge S.A.. LafargeHolcim Ltd will ultimately own 100% of Lafarge S.A. following a squeeze-out process approved by the Autorité des Marchés Financiers on 28 September 2015 and to be completed on 23 October 2015. The chain of indirect control of the Offeror by LafargeHolcim is presented in diagram format in paragraph 2.3.1 of the Information Memorandum. It is clarified that the 9 Offeror belongs to the LafargeHolcim group of companies and submits the present Tender Offer as a result of the respective obligation arisen on the ultimate parent undertaking, LafargeHolcim, which acts in concert with the Offeror. As a result to the above change in the ultimate indirect control of HERACLES, which triggered the obligation to submit a mandatory tender offer pursuant to Article 7 of the Law, the Offeror initiated the Tender Offer process on the Tender Offer Date, informing the CMC and HERACLES‟s Board of Directors and submitting to the said bodies the draft Prospectus, pursuant to Article 10 of the Law. In accordance with the Law and the terms set out in this Information Memorandum, the Offeror addresses the Tender Offer to those countries to which it can be addressed and to those Shareholders, which can lawfully accept it, of HERACLES under the trade name “HERACLES General Cement Co”, with registered office at 19.3km Markopoulou Avenue, 19002 Paiania – Attica, which is a Greek company registered with the General Commercial Registry under number 224201000 the shares of which are listed and quoted on ATHEX. The Tender Offer is subject to the Law and the conditions set out in this Information Memorandum. As at the Tender Offer Date, the share capital of HERACLES is divided into 71,082,707 Shares of nominal value of €1.70 each; as at that date, the Offeror held directly 63,253,403 Shares, representing 88.99% of HERACLES's total Shares representing in total 88.99% of HERACLES‟s capital. The Offeror held no Shares indirectly as at the Tender Offer Date. The Tender Offer concerns all the Tender Offer Shares. The Offeror undertakes to acquire all the Offered Shares. As at the Date of the Tender Offer, the Tender Offer Shares amounted to 7,829,304 Shares representing 11.01% of HERACLES‟s total share capital. The Offeror intends to acquire all the Tender Offer Shares together with all present and future rights deriving therefrom, to the extent that the Tender Offer Shares are free and clear from any encumbrance in rem or contractual encumbrance or any third party right, restriction, claim, usufruct, or other right or lien. The Adviser, which does not "act in concert" (as defined in Article 2(e) of the Law) with the Offeror, does not intend to act on behalf of, for the benefit of or otherwise in co-operation with the Offeror in the purchase of Offered Shares from the Tender Offer 10 Date until the end of the Acceptance Period, though it may provide to the Offeror the investment services of receipt, transmission and execution of orders in relation to purchases of Offered Shares by the Offeror. The Adviser may, however, purchase or sell Offered Shares as a direct or indirect result of normal course of conduct third party client facilitation activities, from the Tender Offer Date until the end of the Acceptance Period. The Adviser has not entered into an agreement or other arrangement with the Offeror to tender or sell to the Offeror any Shares purchased in the context of the above activities or in connection with the exercise of the voting rights attached thereto. 1.2 The Offeror The Offeror, Lafarge Cementos S.A.U., is a Spanish company indirectly owned by LafargeHolcim, specialized in the production of grey and white cement with a capacity of 6.0 million tons per annum (“mtpa”). LafargeHolcim owns indirectly the total shares of Lafarge Cementos S.A.U. LafargeHolcim Group is a significant player in the building materials industry producing cement, aggregates (crushed stone, sand and gravel), ready-mix concrete and asphalt, and providing related services. With a presence in 90 countries, over 115,000 employees around the world, an installed capacity worldwide of 386.5mt and more than 2,500 plants (including over 1,600 in ready mix concrete, over 600 in aggregates, over 180 in cement, and 70 grinding plants) as of 31 December 2014, LafargeHolcim Group serves a wide-ranged customer base with value-adding products, innovative services and comprehensive building solutions. The Offeror is represented for the purpose of the Tender Offer by Mr Isidoro Miranda Fernandez, General Manager and President of the Board, and Mr Rafael Robledo Zubeldia, Financial Director and Member of the Board. 1.3 The HERACLES company The HERACLES company is the Greek Société Anonyme under the trade name “HERACLES General Cement Co”, with General Commercial Registry Number 11 224201000 and Registered Office at 19.3km Markopoulou Avenue, 19002 Paiania Attica. Founded in 1911, HERACLES has a significant presence in the cement production industry in Greece and is actively present throughout the country with a distribution network covering the entire Greek mainland and islands for bulk and bagged cement. 1.4 The Offeror’s strategy regarding HERACLES’ The Offeror intends to carry out its operations and activity as well as those of HERACLES and does not intend to implement any changes in the strategic plan of HERACLES as a result of the Tender Offer. The Offeror‟s strategic plan is the same as the existing strategic plan of HERACLES and is as follows: • Achieve operational excellence through continuous improvement to add value; Heracles will continue to implement most advanced operating models and will seek to deliver cost leadership • Be the preferred partner for building and infrastructure through continuing innovation and launch of new products or services • Develop business export activities and take advantage to a higher degree of on the sea cement facilities to compensate a still low domestic market • Commitment to create economically and environmentally sustainable solutions The Offeror does not intend to alter the current status of any employees and officers thereof, HERACLES and the subsidiaries of the latter in respect of the terms of employment or the number of employment positions as a result of the Tender Offer, to the extent the current market conditions do not substantially change. Furthermore, the Offeror does not plan to transfer the registered seat of HERACLES or its subsidiaries outside of Greece. If, following the completion of the Tender Offer, the Offeror holds shares representing in aggregate at least 90% of the total voting rights of HERACLES, the Offeror will exercise its squeeze-out right i.e., it will require the transfer to it of all 12 remaining Shares of HERACLES, in accordance with article 27 of the Law (“Squeeze-out Right”) in accordance with the decision 1/644/22.04.2013 of the Board of Directors of the CMC. The Squeeze-out Right may be exercised within three months from the end of the Acceptance Period. The consideration per share to acquire the remaining Shares shall be payable in cash and shall be equal to the Offer Consideration. To exercise such right, a relevant request must be submitted to the CMC and at the same time communicated to HERACLES, which is obliged to publish it the following business day. Should the Offeror acquire shares representing at least 90% of the total voting rights of HERACLES and accordingly proceed with the squeeze-out, it will pursue the delisting of HERACLES's Shares from ATHEX. In case the requirements of article 27 of the Law are not fulfilled and therefore, the Offeror is not entitled to the exercise of the Squeeze-Out Right, the Offeror will not pursue any action towards the delisting of the shares from ATHEX. 1.5 The Shares being the subject of the Tender Offer The Shares are all common registered shares of nominal value of €1.70 each. All Shares are traded on ATHEX. The Shares of HERACLES are ordinary nominal shares with voting rights. The Tender Offer concerns the Tender Offer Shares. The Offeror undertakes to acquire all the Offered Shares. The Offeror intends to acquire all the Tender Offer Shares together with all present and future rights deriving therefrom, to the extent that the Tender Offer Shares are free and clear from any encumbrance in rem or contractual encumbrance or any third party right, restriction, claim, usufruct, or other right or lien. 1.6 The Offer Consideration In accordance with the Tender Offer, the Offeror offers to pay for each Offered Share under the Tender Offer, in relation to which the Tender Offer has been validly accepted, €1.23 in cash per Offered Share, which amounts to the average weighted trading price of the Shares of HERACLES during the last six (6) months prior to the 13 date on which the Offeror was obliged to submit the Tender Offer, i.e. before 10 July 2015. The Offer Consideration constitutes a “fair and reasonable consideration” in accordance with article 9 paragraph 4 of the Law. The "fair and reasonable" consideration, as described in Article 9(4) of the Law is as follows: (a) The average weighted trading price of the Shares of HERACLES during the last six (6) months prior to the date on which the Offeror was obliged to submit the Tender Offer, i.e. on 10 July 2015. (b) The maximum price at which the Offeror or any of the Persons acting in concert with the Offeror or on behalf of the Offeror acquired Shares in HERACLES during the twelve (12) months prior to the date on which the Offeror was obliged to submit the Tender Offer, i.e. on 10 July 2015. In this Tender Offer: (a) As arises from the official data of the ATHEX, the average weighted trading price of HERACLES' Shares during the last six (6) months prior to the date on which the Offeror was obliged to submit the Tender Offer is €1.23. It is noted that for the calculation of the above average weighted trading price of the Shares of HERACLES, the data taken into consideration includes all available data until 26 June 2015, given that between 29 June 2015 and 10 July 2015 the ATHEX market remained closed. (b) Neither the Offeror nor any Person Acting in Concert with the Offeror or on behalf of the Offeror has acquired Shares in HERACLES during the twelve (12) months prior to the date on which the Offeror was obliged to submit the Tender Offer. Accordingly, the Offer Consideration satisfies the requirements of Article 9 para. 4 of the Law. 14 1.7 Tender Offer Procedure In accordance with article 7 par. 1 and 10 paragraph 1 of the Law, the Offeror commenced the Tender Offer procedure by informing the CMC and the Board of Directors of HERACLES in writing on30 July 2015 and also by announcing the Tender Offer on 31 July 2015 on the website and the Daily Index Price of ATHEX and on the Offeror‟s website in accordance with article 16 paragraph 1 of the Law as well as on the website of HERACLES. The CMC approved this Information Memorandum, in accordance with article 11 paragraph 4 of the Law on Friday, 6 November 2015. The Acceptance Period of the Tender Offer will commence on Wednesday, 11 November 2015 and end onFriday, 11 December 2015. The Offeror has appointed Eurobank (as established in Greece) as the Receiving Bank for the receipt of the Declarations of Acceptance and for the administration of the Tender Offer, as provided by article 18 paragraph 1 of the Law. Shareholders wishing to accept the Tender Offer must follow the procedure described in paragraph 2.16 of this Information Memorandum. According to article 23 of the Law, the results of the Tender Offer will be published within two (2) working days from the end of the Acceptance Period, in accordance with article 16 paragraph 1 of the Law and will be notified to the employees‟ representatives or if they do not exist to the employees directly. The transfer of the Offered Shares by the Accepting Shareholders will take place off market in accordance with Article 46 of the DSS Operating Rules, as in force, and will be registered in the records of the DSS on the [second (2nd)] working day following the date of submission of the necessary documents with the ATHEX CSD by the Receiving Bank, against payment of the Offer Consideration as detailed in paragraph 2.18 of this Information Memorandum. 1.8 The binding nature of the Tender Offer Under the conditions of this Information Memorandum and subject to the provisions of the Law, the Tender Offer is binding on the Offeror, and each Declaration of Acceptance is binding on the Accepting Shareholder submitting the Declaration of 15 Acceptance, subject to, in the latter case, article 26 of the Law in which case the provisions of paragraph 2.16 of this Information Memorandum will apply. 1.9 The Offeror’s Adviser BNP Paribas S.A. acts, in accordance with article 12 of the Law, as the Offeror‟s adviser for the purpose of the Tender Offer. 2. TENDER OFFER FOR THE ACQUISITION OF THE SHARES OF HERACLES 2.1 Introduction Following its extraordinary shareholders meeting on 8 May 2015, Holcim Ltd filed on 11 May 2015 a public exchange offer on Lafarge S.A. shares. The public exchange offer received clearance on 28 May 2015 from the Autorité des Marchés Financiers. The public exchange offer was launched subsequently on 1st June 2015, ending on 3 July 2015, with terms of the offer entailing 9 newly issued Holcim Ltd shares for 10 Lafarge S.A. shares. Following the completion of the public exchange offer of Holcim Ltd for the shares of Lafarge S.A., Holcim Ltd acquired on 10 July 2015 87.46% of the share capital of Lafarge S.A., which was until that date the ultimate parent undertaking of HERACLES. On the same date Holcim Ltd changed its corporate name to LafargeHolcim Ltd. Thus, LafargeHolcim Ltd. became on 10 July 2015 the controlling shareholder of Lafarge S.A. and indirect holder of 63,253,403 shares and 88.99% of total voting rights in HERACLES, and as a result became the ultimate parent undertaking of HERACLES. The direct participation of Lafarge Cementos S.A.U. and the indirect holdings of the companies Lafarge S.A. and Société Financière Immobilière et Mobilière (SOFIMO) through Lafarge Cementos S.A.U. in HERACLES have not changed. More specifically, Lafarge Cementos S.A.U. continues to hold directly 63,253,403 shares in HERACLES which correspond to 88.99% of the total voting rights in HERACLES. Lafarge S.A. continues to be the sole shareholder and parent undertaking of Société Financière Immobilière et Mobilière SOFIMO, which in turn continues to be the sole shareholder and parent 16 undertaking of Lafarge Cementos S.A.U. The public exchange offer was reopened from 15 July until 28 July 2015 and as a result, LafargeHolcim Ltd acquired 96.41% of Lafarge S.A.. LafargeHolcim Ltd will ultimately own 100% of Lafarge S.A. following a squeeze-out process approved by the Autorité des Marchés Financiers on 28 September 2015 and to be completed on 23 October 2015. The chain of indirect control of the Offeror by LafargeHolcim is presented in diagram format in paragraph 2.3.1 of the Information Memorandum. It is clarified that the Offeror belongs to the LafargeHolcim group of companies and submits the present Tender Offer as a result of the respective obligation arisen on the ultimate parent undertaking, LafargeHolcim, which acts in concert with the Offeror. As a result to the above change in the ultimate indirect control of HERACLES, which triggered the obligation to submit a mandatory tender offer pursuant to Article 7 of the Law, the Offeror initiated the Tender Offer process on the Tender Offer Date, informing the CMC and HERACLES' Board of Directors and submitting to the said bodies the draft Prospectus, pursuant to Article 10 of the Law. The Tender Offer was announced with a press release on the website and on the Daily Official List of the ATHEX on 31 July 2015 and also on the Offeror‟s website in accordance with article 16 paragraph 1 of the Law as well as on the website of HERACLES. For the purpose of this Tender Offer, the Offeror has appointed i) BNP Paribas S.A., as financial adviser in accordance with article 12 paragraph1 of the Law and ii) Eurobank as Receiving Bank, the authorised credit institution for the receipt of the Declarations of Acceptance and for the administration of the Tender Offer, as provided in article 18 of the Law. The Tender Offer is made in accordance with the terms of the Law and on the basis of the conditions contained in this Information Memorandum. The Offeror does not intend to acquire further Shares in HERACLES, through the ATHEX or otherwise, during the period from publication of the submission of the Tender Offer until the end of the Acceptance Period. The CMC approved this Information Memorandum in accordance with article 11 paragraph 4 of the Law on Friday, 6 November 2015. Copies of this Information Memorandum are available for free in printable form at any branch of Eurobank and at the offices of the Offeror, located at Road C-17, Km 2,947 in Montcada I Reixac, 17 as well as in electronic (http://www.lafarge.com.es/) form on the webpage and of the the Offeror Adviser (http://securities.bnpparibas.com/contact-us/our-offices.html, then “Greece” page). As at the Tender Offer Date, the share capital of HERACLES is comprised of seventy one million eighty two thousand seven hundred and seven (71,082,707) shares, with a nominal value of one euro and seventy cents (€1.70) each. With the Tender Offer the Offeror presents its offer for the acquisition of the Tender Offer Shares which represent 11.01% of HERACLES‟ total share capital at the Tender Offer Date. There is no minimum number of shares which has to be accepted in order for this Tender Offer to be valid. The Offeror undertakes to acquire all the Offered Shares. The Offeror intends to acquire all the Tender Offer Shares together with all present and future rights deriving therefrom, to the extent that the Tender Offer Shares are free and clear from any encumbrance in rem or contractual encumbrance or any third party right, restriction, claim, usufruct, or other right or lien. If, following the completion of the Tender Offer, the Offeror holds shares representing in aggregate at least 90% of the total voting rights of HERACLES, a. The Offeror will exercise its squeeze-out right i.e., it will require the transfer to it of all remaining Shares of HERACLES, in accordance with article 27 of the Law (“Squeeze-out Right”), in connection with the decision 1/644/22.04.2013 of the Board of Directors of the CMC. b. Any shareholders that did not accept the Tender Offer will be entitled to exercise their sell-out right in exchange of the Offer Consideration per Share in cash paid by the Offeror in accordance with article 28 of the Law (“Sell-out Right”), in connection with the decision 1/409/29.12.2006 of the Board of Directors of the CMC. Following the completion of the Tender Offer and in case the requirements of article 27 of the Law are fulfilled and the Squeeze-Out Right is exercised, the Offeror will pursue the delisting of the Shares of HERACLES from ATHEX in accordance with article 17 paragraph 5 of Law 3371/2005 and, to this purpose, will convene a General Meeting of the shareholders of HERACLES in order to resolve on the submission of a 18 relevant request by HERACLES to the CMC and vote in favour of such resolution. In case the requirements of article 27 of the Law are not fulfilled and, as a result, the Offeror will not be entitled to the exercise of the Squeeze-Out Right, the Offeror will not pursue any action towards the delisting of the shares from ATHEX. The Adviser, which does not "act in concert" (as defined in Article 2(e) of the Law) with the Offeror, does not intend to act on behalf of, for the benefit of or otherwise in co-operation with the Offeror in the purchase of Offered Shares from the Tender Offer Date until the end of the Acceptance Period, though it may provide to the Offeror the investment services of receipt, transmission and execution of orders in relation to purchases of Offered Shares by the Offeror. The Adviser may, however, purchase or sell Offered Shares as a direct or indirect result of normal course of conduct third party client facilitation activities, from the Tender Offer Date until the end of the Acceptance Period. The Adviser has not entered into an agreement or other arrangement with the Offeror to tender or sell to the Offeror any Shares purchased in the context of the above activities or in connection with the exercise of the voting rights attached thereto. 2.2 The HERACLES company The HERACLES company is the Greek Société Anonyme under the trade name “HERACLES General Cement Co”, with General Commercial Registry Number 224201000 and Registered Office at 19.3km Markopoulou Avenue, 19002 Paiania Attica. Founded in 1911, HERACLES has a significant presence in the cement production industry in Greece and is actively present throughout the country with a distribution network covering the entire Greek mainland and islands for bulk and bagged cement. General Information Founded in 1911, HERACLES has a significant presence (according to data from the Hellenic Cement Industry Association) in cement production industry in Greece and is actively present throughout the country with a distribution network covering the entire 19 Greek mainland and islands for bulk and bagged cement. Lafarge S.A. entered the Greek cement market in 2001; the Offeror owns the majority of HERACLES‟ Shares. As of 30 June 2015, total number of employees at HERACLES was 630, and total number of employees for the HERACLES group was 797. Overview of HERACLES‟ operations in Cement: HERACLES is among the largest cement producers in Greece (according to data from the Hellenic Cement Industry Association) and has been serving the market for more than 100 years. HERACLES was founded in 1911 as the Industrial and Commercial Company "General Cement Company". HERACLES produces cement in Volos and Milaki Evoia cement plants and has six cement terminals. It manages quarries in the vicinity of the plants and three in Milos, Yali and Altsi. HERACLES has trading activity throughout continental and island Greece for bulk and bagged cement. Volos plant is HERACLES‟ biggest cement plant and an important unit of LafargeHolcim, with a cement production capacity of 3.2 million tons per year. Located 4 kilometres away from the city of Volos, its history dates back to 1924. The plant's proximity with the city calls for great sensitivity regarding environmental protection and respect for the local communities. Automated processes, strict control and production flexibility enable the production of various types of bulk and bagged cement, such as the branded products Basis, a high-strength cement and Athlos, a masonry and multipurpose cement. The Milaki plant is located nearby Aliveri in South Evia. It was founded in 1982 and is the most modern plant of HERACLES, with an annual cement production capacity of 2.2 million tons. The production line design and the technology applied to process control, from raw materials processing to end product, have enabled the Milaki plant to respond to international market requirements for specific standards cement. Overview of HERACLES‟ operations in Concrete & Aggregates: Lafarge Beton, HERACLES‟ subsidiary, has an established presence in the Greek aggregates and concrete sector and works to reflect and anticipate the needs of the construction industry. HERACLES operates as Lafarge Beton in the market since 2001. It has 26 Ready-Mix plants and 10 quarries covering the entire Greek mainland and islands for concrete and aggregates. 20 Summaryfinancial information: According to audited financial statements published by HERACLES for the fiscal year 2014, which are available on HERACLES‟ website (www.lafarge.gr): HERACLES 2014 2013 Variation Turnover 208,764 210,618 -0.9% EBITDA -6,231 -120,002 n.a. Net results after -26,372 -118,620 n.a. Total Assets 548,275 540,270 n.a. Total Liabilities 207,794 172,182 n.a. Shareholders’ 340,481 368,088 n.a. 2014 2013 Variation Turnover 236,485 235,194 +0.5% EBITDA -13,737 -131,140 n.a Net results after -40,713 -136,278 n.a. Total Assets 537,506 549,336 n.a. Total Liabilities 266,194 235,960 n.a. Shareholders’ 271,389 313,518 n.a. In € „000s taxes Equity HERACLES (total group) In € „000s taxes Equity 21 According to financial statements published by HERACLES for the first half of 2015 and are available on HERACLES‟ website (www.lafarge.gr): HERACLES H1 2015 H1 2014 Variation Turnover 107,005 110,447 -3.1% EBITDA 15,964 -85 n.a. -178 -10,515 n.a. Total Assets 519,795 556,301 n.a. Total Liabilities 178,467 199,867 n.a. Shareholders’ 341,328 356,434 n.a. H1 2015 H1 2014 Variation Turnover 121,690 123,470 -1.4% EBITDA 13,150 -4,189 n.a Net results after -6,303 -17,542 n.a. Total Assets 505,227 564,247 n.a. Total Liabilites 239,109 269,669 n.a. Shareholders’ 266,219 294,726 n.a. In € „000s Net results after taxes Equity HERACLES (total group) In € „000s taxes Equity 22 Share Capital The share capital of HERACLES amounts to one hundred and twenty million eight hundred and forty thousand six hundred and one euro and ninety cents (€120,840,601.90), divided into seventy one million eighty two thousand seven hundred and seven (71,082,707) shares, of a nominal value of one euro and seventy cents (€1.70) each. All shares are traded on ATHEX since 1919 and in the "Low Dispersion and Specific Features" category since 2008. The shares of HERACLES are ordinary nominal shares with voting rights. The Offeror is indirectly controlled, through the chain of controlling entities presented in paragraph 2.3.1 of the Information Memorandum, by LafargeHolcim. The Offeror holds directly 63,253,403 shares in HERACLES which correspond to 88.99% of the total voting rights in HERACLES, according to the information disclosed pursuant to Greek Law 3556/2007; no other shareholder controls more than 5% of the voting rights in HERACLES as of 30 October 2015, according to the data published on the ATHEX website Group Structure of HERACLES According to HERACLES‟ annual report 2014, the HERACLES Group included the following subsidiaries as of 31 December 2014: 23 Name of subsidiary Total participation Main business activity (direct or indirect) LAFARGE BETON S.A 100.00% Concrete and aggregates production & trade EVIESK S.A. 100.00% Dormant HERACLES MARITIME CO. 100.00% See transports and ship management LAVA S.A. 100.00% Building materials and aggregates production & trade AEGEAN TERMINALS S.A. 100.00% Dormant BIOMASS S.A. 51.00% Biomass exploitation and trade G. HATZIKYRIAKOS SOC. 100.00% Under liquidation HATZIKYRIAKOS SOC. 100.00% Under liquidation DYSTOS SOC. NAV. 100.00% Dormant MARATHOS QUARRIES S.A. 100.00% Under merger PORT SAID SILO INVESMENT 100.00% Dormant 51.00% Dormant NAV. A. NAV. COMPANY S.A. LEADER BETON S.A. Composition of the HERACLES’ Board of Directors The Board of Directors of HERACLES consists of seven members. Six are nonexecutive members, two of them independent. The Managing Director is the only executive member. The Board of Directors comprises of the following members: Panagiotis (Takis) Athanasopoulos, Chairman of the Board, non-executive member Jean-Claude Block, Vice Chairman, non-executive member George Michos, Managing Director, executive member 24 Jean-Charles Blatz, non-executive member Neil Curtis, non-executive member Andreas G. Andreopoulos, independent, non-executive member Aristotelis (Aris) Kallipolitis, independent, non-executive member The Board of Directors aims at the reinforcement of the long-run economic value of HERACLES and the protection of its interest. It is responsible, among others, for the establishment and application of the corporate governance principles to meet the business objectives. Τhe term of duties of the abovementioned members of the Board of Directors, according to article 11 of the Articles of Association of HERACLES, is three years and terminates on 18.6.2018 which may be automatically extended until the Ordinary General Assembly of the year 2018 that will decide regarding financial year 2017. 2.3 The Offeror 2.3.1 Lafarge Cementos S.A.U. Founded in 1901 in Montcada I Reixac (Barcelona), under the name “Compañía General de Asfaltos y Portland Asland, S.A” (Mercantile register of Barcelona, book 33814 page 94 sheet B29129 inscription number 960), Lafarge Cementos S.A.U. is a Spanish company specialized in the production of grey and white cement with a cement capacity of 6.0 mtpa.It is indirectly owned by LafargeHolcim Lafarge Cementos has 3 cement plants and one grinding station: Montcada i Reixac plant (Barcelona) serving grey cement for the North East market; Sagunto plant (Valencia), serving grey cement the South East market and white cement production; Villaluenga de la Sagra plant (Toledo) together with La Parrilla grinding station (Valladolid) serving grey cement for Central Spain market. In addition, it has 8 cement distribution points, 31 ready-mix concrete manufacturing plants, and 7 aggregates operations divided between the regions of Asturias, Catalonia, Madrid, Valencia and Castilla-La Mancha. As of 15 October 2015 Lafarge Cementos employs 25 349 people. Lafarge Cementos has its registered office on Road C-17, Km 2,947 in Montcada I Reixac, Barcelona and its headquarters at Calle Orense, 70 - 28020 Madrid, Spain. The Share Capital of Lafarge Cementos as of 15 October 2015 amounts to €221,065,065, divided into 73,688,355 shares. Lafarge Cementos‟ Board of Directors comprises of the following members: Isidoro Miranda Fernández, Chairman of the Board Rafael Robledo Zubledia Vidal Medié Santiago The term of Mr. Isidoro Miranda Fernández expires on 30 May 2018. The term of Mr. Rafael Robledo Zubledia expires on 30 May 2018. The term of Mr. Vidal Medié Santiago expires on 30 December 2020. Summary Financial Information: According to the audited Financial Statements published by Lafarge Cementos for the fiscal year 2014, which are available at the Commercial Registry of Barcelona (https://www.registromercantilbcn.es): Lafarge Cementos 2014 2013 Turnover 115,827 112,863 Net results after taxes 197,410 126,907 1,901,925 2,385,004 356,233 785,501 1,558,436 1,609,991 In € „000s Total Assets Total Liabilities Shareholders’ Equity 26 Lafarge Cementos owns Shares representing 88.99% of HERACLESs‟ total share capital as of the Tender Offer Date. Companies in which Lafarge Cementos owns 50% or more, apart from HERACLES, are as follows (as of the Tender Offer Date): Name of subsidiary Total participation Location (direct or indirect) CEMENTOS ESFERA, S.A. 90.00% Spain CEMENTOS PARRILLA, 94.05% Spain CATALUNYA, 50.99% Spain 100.00% Germany 100.00% Portugal 100.00% Spain Aevek Pericles 95.68% Greece Castellana de Firmes, S.L. 50.00% Spain Lafarge Livorno Italy S.r.l. 100.00% Italy LAFARGE MAROC 50.00% Morocco Lafarge Real Estate Italy S.r.l. 100.00% Italy 100.00% Spain 100.00% Spain LA S.A. CIMENTS DE S.A. FINLATAM VERMÖGENSVERWALTUNGS GMBH LADELIS SGPS Lda LAFARGE ARIDOS Y HORMIGONES, S.A.U. MATERIALES DE CONSTRUCCION AGUILAS, S.A. World Trade Bulk, S.L. The remaining companies that are otherwise affiliated with the Offeror, within the meaning of article 42e of Law 2190/1920 are included in the Appendix I of the Information Memorandum. Lafarge Cementos is ultimately controlled by LafargeHolcim as follows: 27 LafargeHolcim Swiss Limited Liability Company Registered Office: Zürcherstrasse 156, 8645 Jona, Switzerland 96.41% Lafarge S.A. French société anonyme Registered office: 61 rue des Belles Feuilles, 75116 Paris, France 100% Société Financière Immobilière et Mobilière SOFIMO French société par actions simplifiée Registered office: 61 rue des Belles Feuilles, 75116 Paris, France 100% Lafarge Cementos Spanish Limited Liability Company Registered Office: Montcada I Reixac, Avenue C-17, 2.947km Société Financière Immobilière et Mobilière (SOFIMO), Lafarge S.A. and LafargeHolcim as well as all the companies controlled by LafargeHolcim as set out in Appendix I of the Information Memorandum, including the aforementioned companies controlled by the Offeror are considered as persons acting in concert with the Offeror under Art. 2 (e) Law 3461/2006. 2.3.2 The LafargeHolcim Group LafargeHolcim‟s shares are listed on SIX Swiss Exchange and on Euronext Paris (LHN). It has a significant presence, at a global level, in the building materials industry by its total turnover and international presence, producing cement, aggregates (crushed stone, sand and gravel), ready-mix concrete and asphalt, and providing related services. With a presence in 90 countries, over 115,000 employees around the world, an installed capacity worldwide of 386.5mt and more than 2,500 plants 28 (including over 1,600 in ready mix concrete, over 600 in aggregates, over 180 in cement, and 70 grinding plants) as of 31 December 2014, LafargeHolcim Group serves a wide-ranged customer base with value-adding products, innovative services and comprehensive building solutions. Its building products and solutions are used to construct and renovate in the following businesses: buildings, infrastructure, distribution, oil and gas, affordable housing, and construction systems. Summary financial information: According to the audited Financial Statements published by Lafarge SA for the fiscal year 2014 and available on Lafarge‟s website (www.lafarge.com): Lafarge SA 2014 2013 Production sold 507 506 Net income 144 462 Total Assets 28,526 29,756 Total Liabilities 14,437 15,460 Net Equity 13,652 13,789 Million € According to the audited Financial Statements published by Holcim Ltd for the fiscal year 2014 and available on Holcim‟s website (www.holcim.com): Holcim Ltd 2014 2013 Total Income 695.5 1,349.1 Net income 377.3 1,064.9 Total Assets 20,423.6 20,332.0 Total Liabilities 2,651.7 2,513.9 17,771.9 17,818.1 Million CHF Total Shareholders’ Equity 29 LafargeHolcim expects to publish its first financial results following the completion of the transaction, which occurred on 10 July 2015, on 25 November 2015 for the period January-September 2015. LafargeHolcim is the holding company for the LafargeHolcim Group; its share capital as of 15 October 2015 amounts to CHF 1,212,550,608, divided into 606,275,304 shares.LafargeHolcim Group is focused on three activities: (i) Cement (263.0 million tons (“mt”) of cement sold in 2014, an installed production capacity of 386.5 mtpa of cement); (ii) Aggregates (288.3mt of aggregates sold in 2014) and (iii) Ready-mix concrete and asphalt (56.7 million m3 of ready-mix concrete sold in 2014). Acquisition of Lafarge S.A. by Holcim Ltd & vision of the combined group Following the completion of the tender offer by Holcim Ltd for the shares of Lafarge S.A., Holcim Ltd acquired on 10 July 2015 87,46% of the share capital of Lafarge S.A. and changed its brand name to LafargeHolcim.The vision of LafargeHolcim Group is to create the most advanced group in the building materials industry. The combination creates the best growth platform in the industry and enables LafargeHolcim Group to drive growth across its global, well-balanced footprint; it delivers best-in-class operating performance and returns enhanced by synergies, and fundamentally transforms the business. Furthermore, the combination positions LafargeHolcim Group to meet the changing market needs by enhancing the value proposition to meet customer demands, addressing challenges of urbanization, and setting the benchmark on corporate social responsibility, including sustainability and climate change mitigation. Corporate structure of LafargeHolcim According the Annual Report 2014 of Holcim Ltd, the principal companies of the Holcim Ltd group of companies as of 31 December 2014 were as follows: Company ACC Limited Ambuja Cements Ltd. Voting rights 50.3% 50.4% Location India India 30 Company Holcim (Lanka) Ltd Holcim Cement (Bangladesh) Ltd. Holcim (Malaysia) Sdn Bhd Holcim (Singapore) Ltd PT Holcim Indonesia Tbk. Holcim (Vietnam) Ltd Holcim Philippines Inc. Cement Australia Holdings Pty Ltd1 Holcim (Australia) Holdings Pty Ltd Holcim (New Zealand) Ltd Holcim Mexico S.A. de C.V. Holcim El Salvador S.A. de C.V. Holcim (Costa Rica) S.A. Holcim (Nicaragua) S.A. Holcim (Colombia) S.A. Holcim (Ecuador) S.A. Holcim (Brasil) S.A. Holcim (Argentina) S.A. Cemento Polpaico S.A. Holcim (France) S.A.S. Holcim (Belgique) S.A. Holcim (España) S.A. Holcim Trading S.A. Aggregate Industries Ltd Holcim (Deutschland) AG Holcim (Süddeutschland) GmbH Holcim (Schweiz) AG Holcim Group Services Ltd Holcim Technology Ltd Holcim Gruppo (Italia) S.p.A. Holcim (Cˇesko) a.s. Holcim (Slovensko) a.s. Holcim Magyarország Kft. Holcim (Hrvatska) d.o.o. Holcim (Serbia) d.o. . Holcim (Romania) S.A. Holcim (Bulgaria) AD Holcim (Rus) OAO Holcim (Azerbaijan) O.J.S.C. Holcim (US) Inc. Aggregate Industries Management Inc. Holcim (Canada) Inc. Holcim (Maroc) S.A. Ciments de Guinée S.A. Société de Ciments et Matériaux Holcim (Liban) S.A.L. Holcim (Outre-Mer) S.A.S. Voting rights 98.9% 74.2% 100.0% 90.8% 80.6% 65.0% 85.8% 50.0% 100.0% 100.0% 100.0% 95.2% 60.0% 80.0% 99.8% 92.2% 99.9% 79.6% 54.3% 100.0% 100.0% 99.9% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 99.7% 99.9% 99.9% 100.0% 99.7% 100.0% 100.0% 70.2% 100.0% 100.0% 100.0% 61.0% 59.9% 99.9% 52.1% 100.0% Location Sri Lanka Bangladesh Malaysia Singapore Indonesia Vietnam Philippines Australia Australia New Zealand Mexico El Salvador Costa Rica Nicaragua Colombia Ecuador Brazil Argentina Chile France Belgium Spain Spain United Kingdom Germany Germany Switzerland Switzerland Switzerland Italy Czech Republic Slovakia Hungary Croatia Serbia Romania Bulgaria Russia Azerbaijan USA USA Canada Morocco Guinea Ivory Coast Lebanon La Réunion 31 According the Annual Report 2014 of Lafarge S.A., the principal companies of the Lafarge S.A. gro, as of 31 December 2014 were as follows: Company Lafarge Aggregates South Africa (Pty) Ltd Lafarge Gypsum (Pty) Ltd. Lafarge Industries South Africa (Pty) Ltd Lafarge Ciment de M‟sila « LCM » Lafarge Béton Algérie « LBA » Lafarge Ciment Oggaz « LCO » Lafarge Logistique Algérie « LLA » Lafarge Zement Karsdorf GmBH Lafarge Zement Wössingen GmBH Lafarge Zementwerke GmBH Centralbeton LTDA Lafarge Brasil SA Cimenteries du Cameroun Lafarge Canada Inc. Lafarge Halla Cement Corporation Lafarge Cement Egypt S.A.E. Lafarge Ready Mix S.A.E. Lafarge Aridos y Hormigones, S.A.U. Lafarge Cementos, S.A.U. Lafarge Building Materials Inc. Lafarge North America Inc. Granulats Bourgogne Auvergne Lafarge Bétons France Lafarge Ciments Lafarge Ciments Distribution Lafarge Ciments Réunion Lafarge Granulats France Société des Ciments Antillais Heracles General Cement Company S.A. Lafarge Beton Industrial Commercial SA Lafarge Cement Hungary Ltd. Lafarge India PVT Limited Lafarge Aggregates & Concrete India Private Limited Pt Lafarge Cement Indonesia Bazian Cement Company Limited United Cement Company Limited Lafarge Company for Construction Contracting and General Trading, Ltd. Arabian Concrete Supply Cement Jordan Cement Factories Company PSC Bamburi Cement Ltd. CMCM Perniagaan sdn bhd Lafarge Malaysia Berhad Lafarge Cement sdn bhd Lafarge Concrete (Malaysia) sdn bhd Lafarge Cement Malawi Ltd. Voting rights Location 72.74% 100.00% 72.74% 99.99% 99.50% 99.99% 99.50% 100.00% 100.00% 70.00% 99.75% 99.76% 54.73% 100.00% 97.10% 53.70% 100.00% 100.00% 100.00% 100.00% 100.00% 70.00% 100.00% 100.00% 100.00% 82.92% 100.00% 69.73% 88.99% 88.99% 70.00% 85.97% 85.97% South Africa South Africa South Africa Algeria Algeria Algeria Algeria Germany Germany Austria Brazil Brazil Cameroun Canada South Korea Egypt Egypt Spain Spain United States United States France France France France France France France Greece Greece Hungary India India 100.00% 70.00% 60.00% 77.10% Indonesia Irak Irak Irak 25.64% 50.28% 58.60% 51.00% 51.00% 51.00% 47.56% 100.00% Jordan Jordan Kenya Malaysia Malaysia Malaysia Malaysia Malawi 32 Company Lafarge (Mauritius) Cement Ltd. Lafarge Ciment (Moldova) SA Ashakacem Plc. Lafarge Africa Plc. (ex Lafarge Cement Wapco Nigeria Plc.) Lafarge Ready-Mix Nigeria Hima Cement Ltd. Lafarge Pakistan Cement Limited Lafarge Holdings (Philippines) Inc. Lafarge Cement S.A. Lafarge Kruszywa i Beton Lafarge Cement a.s. Lafarge Ciment (Romania) S.A. OAO Lafarge Cement Lafarge Beocinska Fabrika Cementa Lafarge Cement Singapore Pte Ltd. Lafarge Mahaweli Cement (Private) Limited Cementia Trading AG Lafarge Cement Syria Mbeya Cement Company Limited Klesivskiy Karier Nerudnykh Kopalyn « Technobud » Lafarge Cement Zambia PLC Lafarge Cement Zimbabwe Limited Voting rights 58.36% 95.31% 42.63% 72.74% 72.74% 71.01% 75.86% 100.00% 100.00% 100.00% 67.98% 98.56% 75.00% 100.00% 51.00% 90.00% 100.00% 98.67% 61.50% 65.00% 75.00% 76.46% Location Mauritius Moldova Nigeria Nigeria Nigeria Ouganda Pakistan Philippins Poland Poland Czech Republic Romania Russia Serbia Singapore Sri Lanka Switzerland Syria Tanzania Ukraine Zambia Zimbabwe The full list of the companies controlled by LafargeHolcim and considered as persons acting in concert with the Offeror under Art. 2 (e) L. 3461/2006 is set out in Appendix I of the Information Memorandum. Management Team The LafargeHolcim Group is managed by an Executive Committee consisting of 10 members, led by Eric Olsen, CEO of LafargeHolcim. The LafargeHolcim Group believes that the wide industry knowledge and the international experience of its senior management team and their ability to respond, will support the implementation of the LafargeHolcim value creation strategy. Board of Directors LafargeHolcim‟s Board of Directors consists of 14 members, 13 of whom are independent directors in compliance with the Swiss Code of Best Practice for 33 Corporate Governance. The Board members listed below were elected at the Holcim Ltd Shareholders‟ Meeting of 8 May 2015. They have been appointed until completion of the 2016 Annual Shareholders‟ Meeting. Wolfgang Reitzle, Co-Chairman (Statutory Chairman) Bruno Lafont, Co-Chairman Beat Hess, Vice-Chairman Bertrand Collomb Philippe Dauman Paul Desmarais Jr. Oscar Fanjul Alexander Gut Gérard Lamarche Adrian Loader Nassef Sawiris Thomas Schmidheiny Hanne Birgitte Breinbjerg Sørensen Dieter Spälti Strategy Relying on its expertise in each of its activities, the Group has established five principal strategic initiatives: i. Pro-active portfolio management and disciplined capital allocation LafargeHolcim Group intends to pro-actively manage its portfolio. The focus will be to increase the utilization of the existing asset network, which covers all major geographical regions. In this context, LafargeHolcim Group intends to make selective investment or divestiture decisions, based on compelling business cases and a 34 disciplined capital allocation process. Creating opportunities for viable growth and new business models will contribute to sustained competitiveness. LafargeHolcim Group also seeks to leverage its business portfolio through trading, partnerships or franchising. In parallel, LafargeHolcim Group will focus its resources on marketing and sales, innovation and operational excellence. ii. Serve the building needs of homebuilders and individuals With respect to distributors and retailers, LafargeHolcim Group intends for instance to develop marketing and customer loyalty support programs, provide advanced logistics to reach more isolated rural and urban communities, and enable a shortening of the distribution chain and partnerships with retail chains. With respect to homebuilders, individuals, and other end-users, this involves the introduction of innovative products and value-added services such as bundling or helping affordable housing financing solutions for individuals. LafargeHolcim Group strives to associate its brand with values such as respect for people, sustainability, quality, reliability, ease of purchase and ease of use. iii. Be the preferred partner for building and infrastructure In the commercial construction segment, LafargeHolcim Group intends to work with its customers and decision-makers (architects and designers) to reduce their operational costs, create differentiation, and help them develop reputations, notably in emerging markets. In the infrastructure segment, LafargeHolcim Group seeks early involvement to participate in the initial design phase of these complex projects and provides materials that meet specific infrastructure challenges related to technology, acceptability, longevity, and project delivery, from bidding to delivery and after sales. 35 iv. Achieve operational excellence through continuous improvement to create value To create value, LafargeHolcim Group seeks to deliver cost leadership and implement advanced operating models across all product lines. LafargeHolcim Group intends to capitalize on its professional teams, assets, technologies, innovation in industrial operations and business management, and strong operating models to identify and replicate best practices across its business in all its geographic markets. In the short term, LafargeHolcim Group estimates that it will deliver EUR 1.4 billion of synergies, a significant part coming from operational cost reduction. v. Commit to creating economically and environmentally sustainable solutions As a leader in sustainable solutions, LafargeHolcim Group intends to create shared value with society and seeks to develop the best possible sustainability footprint. Examples of its sustainability objectives include: Developing innovative solutions, such as low CO2 cement and recyclable aggregates; offering products that optimize energy consumption of buildings throughout their lifecycle; demonstrating leadership in environmentally sustainable and socially responsible solutions; engaging proactively with regulatory agencies and stakeholders at all levels, applying and promoting strict environmental and social standards for the industry; incorporating solutions that focus on biomass use, waste and water management, robust rehabilitation and biodiversity management at extraction sites; acting with integrity in all dealings, promoting a culture of inclusiveness in the workplace. 2.4 The Offeror’s strategy regarding HERACLES LafargeHolcim became on 10 July 2015 the controlling shareholder of Lafarge S.A. and indirect holder of 63,253,403 shares and 88.99% of total voting rights in HERACLES. The Offeror belongs to the LafargeHolcim group of companies and submits the present Tender Offer only as a result of the above change in the ultimate indirect control of HERACLES, which triggered the obligation to submit a mandatory tender offer pursuant to Article 7 of the Law. 36 The Offeror intends to carry out its operations and activity as well as those of HERACLES and does not intend to implement any changes in the strategic plan of HERACLES, as a result of the Tender Offer. The Offeror does not intend to alter the current status of any employees and officers thereof, HERACLES and the subsidiaries of the latter in respect of the terms of employment or the number of employment positions as a result of the Tender Offer, to the extent the current market conditions do not substantially change. Furthermore, the Offeror does not plan to transfer the registered seat of HERACLES or its subsidiaries outside of Greece. The strategic plan of the Offeror for HERACLES is is the same as the existing strategic plan of HERACLES and is as follows: (A) Achieve operational excellence through continuous improvement to create value. Heracles will seek to deliver cost leadership and implement most advanced operating models (i) Heracles will continue its efforts to reduce operating costs and will focus on productivity, maintenance efficiency and process uniformity (ii) Supply chain processes and procurement will also be optimized (B) Be the preferred partner for building and infrastructure through continuing innovation and launch of new products or services (i) Innovative products intend to offer added value and sustainable competitive advantage to Heracles‟s customers and end-users, consisting of the basis for the differentiation of cement products (ii) Develop differentiating strategies and bring its products to those who sell and use them. As an example for infrastructure projects, Heracles has decided to build mobile plants strategically placed in the areas of the two major infrastructure projects but in areas outside its commercial spectrum (C) Develop export businesses and take advantage of on the sea cement facilities to compensate a still low domestic market (D) Commitment to create economically and environmentally sustainable solutions. (i) Heracles will be a leader in sustainable solutions and will seek to develop the best possible footprint. These initiatives seek to create shared value with 37 society benefiting all stakeholders from communities to employees and to shareholders (ii) HERACLES has an active role in the socio-economic development of the communities nearby its sites, seeking to add value to local initiatives, making use of its know-how, products, equipment, advice and expertise The Offeror will proceed with the squeeze-out if it acquires shares representing at least 90% of the total voting rights of HERACLES and intends, in this case to pursue the delisting of HERACLES‟ shares from ATHEX. In case the requirements of article 27 of the Law are not fulfilled and, as a result, the Offeror will not be entitled to the exercise of the Squeeze-Out Right, the Offeror will not pursue any action towards the delisting of the shares from ATHEX. It should be noted that a delisting would allow HERACLES to reduce its operating costsby the fees associated with the listing. 2.4.1 Right of squeeze-out - Right of sell-out If, following the end of the Acceptance Period, the Offeror holds shares representing in aggregate at least 90% of the total voting rights of HERACLES, the Offeror will require the transfer to it of all remaining Shares of HERACLES, in accordance with article 27 of the Law (“Squeeze-out Right”) in accordance with the decision 1/644/22.04.2013 of the Board of Directors of the CMC. The Squeeze-out Right may be exercised within three months from the end of the Acceptance Period. The consideration per share to acquire the remaining Shares shall be payable in cash and shall be equal to the Offer Consideration. To exercise such right, a relevant request must be submitted to the CMC and at the same time communicated to HERACLES, which is obliged to publish it the following business day. The Offeror must submit a certificate issued by a credit institution established in Greece or in another member state of the European Union, certifying that the Offeror has the necessary wherewithal to pay in full the total consideration offered to exercise the Squeeze-out Right. Provided the above requirements are satisfied, the CMC shall issue a decision, providing for the obligation of the Offeror to pay without delay to the Shareholders the total amount of the Offer Consideration through: 38 (a) the operators of the Securities Account (as defined in the DSS Operating Rules) with which the Shares are registered, or (b) a deposit with the Deposits and Loans Fund. Upon payment of the consideration in accordance with the above, ATHEX CSD registers the Offeror as the new holder of the Shares and communicates such registration to HERACLES which must subsequently arrange for its publication, in accordance with article 16 paragraph 1 of the Law. In addition, if, following the completion of the Tender Offer, the Offeror holds, directly and indirectly, Shares representing at least 90% of the total voting rights of HERACLES, it is under the obligation to acquire through the exchange all Shares which will be offered to it within a period of three (3) months from the publication of the results of the Tender Offer, against payment in cash of the Offer Consideration, in accordance with article 28 of the Law (“Sell-out Right”) in conjunction with the decision 1/409/29.12.2006 of the Board of Directors of the CMC, as such was lastly amended by virtue of the decision 1/526/20.10.2009 and is in force today. 2.4.2 Delisting from ATHEX Following the completion of the Tender Offer and in case the requirements of article 27 of the Law are fulfilled and the Squeeze-Out Right is exercised, the Offeror will pursue the delisting of the Shares of HERACLES from ATHEX in accordance with article 17 paragraph 5 of Law 3371/2005 and, to this purpose, will convene a General Meeting of the shareholders of HERACLES in order to resolve on the submission of a relevant request by HERACLES to the CMC and vote in favour of such resolution. A delisting would allow HERACLES to reduce operating costs by the fees associated with the listing. In case the requirements of article 27 of the Law are not fulfilled and, as a result, the Offeror will not be entitled to the exercise of the Squeeze-Out Right, the Offeror will not pursue any action towards the delisting of the shares from ATHEX. 39 2.5 The Offeror’s Adviser BNP Paribas S.A. is acting as the Offeror‟s adviser for the Tender Offer in accordance with article 12 of the Law. The Adviser is incorporated and registered in France with registration number 662 042 449 RCS Paris. The Adviser‟s registered office is at 16 Boulevard des Italiens, 75009 Paris, France. The Autorité de Contrôle Prudentiel has certified that BNP Paribas has the capacity of a bank and provider of investment services that can undertake banking activities and provide investment services in all Member States of the European Economic Area including Greece. It is particularly noted that BNP Paribas is entitled to provide in Greece the investment services referred to in Article 4 para. 1(f) and (g) of Law 3606/2007. The Adviser does not provide any guarantee within the meaning of article 847 ff. of the Greek Civil Code. The Adviser countersigns this Information Memorandum and certifies that, following appropriate due diligence, the content of this Information Memorandum is accurate. 2.6 Authorised Credit Institution for lodging Declarations of Acceptance The Offeror has appointed Eurobank, established in Greece, as the bank responsible for the receipt the Declarations of Acceptance and for the administration of the Tender Offer, as provided by article 18 of the Law. The Receiving Bank is responsible for receiving all Declarations of Acceptance, for supervising and carrying out the transfer of the Offered Shares under the Tender Offer and for the payment of the Offer Consideration for these shares to the Accepting Shareholders. Shareholders wishing to obtain additional information relating to the procedure for submission of the Declarations of Acceptance may contact their Initial Operator. In addition, Shareholders may obtain additional information relating to the procedure for submission of Declarations of Acceptance and copies of this Information Memorandum from all branches of the Receiving Bank in Greece. Copies of this Information Memorandum are available for free in printable form at a) any branch of Eurobank and the offices of the Offeror at the address Road C-17, Km 2,947 in Montcada I Reixac, Barcelona, Spain during the working days and hours of the entire 40 Acceptance Period, as well as b) in electronic form on the webpage of the Offeror (http://www.lafarge.com.es/) and of the Advisor (http://securities.bnpparibas.com/contact-us/our-offices.html, ζελίδα “Greece”). 2.7 Persons responsible for preparing the Information Memorandum In accordance with article 11 paragraph 1(e) of the Law, the following executive officers of the Offeror are responsible for preparing the Information Memorandum and certify that the information included in the Information Memorandum is complete, true and accurate and that there are no omissions which could alter its content and influence the essence of the Tender Offer: Mr Isidoro Miranda Fernandez, General Manager and President of the Board, and Mr Rafael Robledo Zubeldia, Financial Director and Member of the Board. 2.8 Confirmation by BNP Paribas BNP Paribas S.A., a credit institution incorporated and operating in France, in its capacity as financial advisor of the Offeror in accordance with article 12 of the Law, has certified, in accordance with article 9, paragraph 3 of the Greek Law 3461/2006 that the Offeror has the necessary means for the full payment: a. Of the amount of 9,630,043.92 euros, that is the amount resulting from the product of the number of shares of the Company concerned in the Tender Offer, and the offer consideration of 1,23 euros per share, and b. The total amount of the clearing fees that are imposed to the Offeror and to the shareholders of the Company that accept the Tender Offer in favor of the “Greek Central Securities Depository SA”, regarding the off-exchange transfer of the above mentioned shares to the Offeror by the shareholders of the Company.. BNP Paribas S.A. does not constitute and should not in any way whatsoever be purported to constitute a guarantee for the payment of the Offer Consideration to the Accepting Shareholders within the meaning of article 847 ff. of the Greek Civil Code. 41 2.9 The Shares being the subject of the Tender Offer The Shares are 71,082,707, all common registered shares of nominal value of €1.70 each. All shares are traded on ATHEX. The shares of HERACLES are ordinary nominal shares with voting rights. The Tender Offer concerns all the Tender Offer Shares, namely 7,829,304 common registered shares. The Offeror undertakes to acquire all the Offered Shares that shall be offered to it. The Offeror intends to acquire all the Tender Offer Shares together with all present and future rights deriving therefrom, to the extent that the Tender Offer Shares are free and clear from any encumbrance in rem or contractual encumbrance or any third party right, restriction, claim, usufruct, or other right or lien. 2.10 Shares already held by the Offeror As at the Tender Offer Date, the Offeror held directly 63,253,403 Shares, representing 88.99% of HERACLES' total Shares. 2.11 Maximum number of Shares which the Offeror is required to acquire Under the terms and conditions of this Information Memorandum, the Offeror is required to acquire all the Offered Shares, namely a maximum of 7,829,304 Shares, which represent 11.01% of HERACLES‟ total paid-up share capital and voting rights. 2.12 The Offer Consideration In accordance with the Tender Offer, the Offeror offers to pay for each Share under the Tender Offer, in relation to which the Tender Offer has been validly accepted, €1.23 in cash per Share, which amounts to the average weighted trading price of the shares of HERACLES during the last six (6) months prior to the date on which the Offeror was obliged to submit the Tender Offer, i.e. before 10 July 2015. The Offer Consideration constitutes a “fair and reasonable consideration” in accordance with article 9 paragraph 4 of the Law. The "fair and reasonable" consideration, as described in Article 9(4) of the Law is as follows: 42 (a) The average weighted trading price of the Shares of HERACLES during the last six (6) months prior to the date on which the Offeror was obliged to submit the Tender Offer, i.e. on 10 July 2015. (b) The maximum price at which the Offeror or any of the Persons acting in concert with the Offeror or on behalf of the Offeror acquired Shares in HERACLES during the twelve (12) months prior to the date on which the Offeror was obliged to submit the Tender Offer, i.e. on 10 July 2015. In this Tender Offer: (a) As arises from the official data of the ATHEX, the average weighted trading price of HERACLES' Shares during the last six (6) months prior to the date on which the Offeror was obliged to submit the Tender Offer is €1.23. It is noted that for the calculation of the above average weighted trading price of the Shares of HERACLES, the data taken into consideration includes all available data until 26 June 2015, given that between 29 June 2015 and 10 July 2015 the ATHEX market remained closed. (b) Neither the Offeror nor any Person Acting in Concert with the Offeror or on behalf of the Offeror has acquired Shares in HERACLES during the twelve (12) months prior to the date on which the Offeror was obliged to submit the Tender Offer. Accordingly, the Offer Consideration satisfies the requirements of Article 9 para. 4 of the Law. It is noted that the relevant tax on stock exchange transactions, which today equals to 0.20% on the value of the over the counter transaction for the transfer of the Shares to the Offeror will be deducted from the payable Offer Consideration. The transaction value on which the 0.20% sales tax will be applied will be the higher between the Offer Consideration and the closing (stock exchange) price as at the date before the date of submission of the required documents for the off-exchange transfer of the shares to ATHEX CSD. 43 In addition to the Offer Consideration the Offeror undertakes to pay, on behalf of any Accepting Shareholders, the clearing fees in favour of ATHEX CSD, equalling 0.08% on the value of the Transferred Shares, which is calculated as the product of the number of the Transferred Shares multiplied by the highest of the following prices: (i) the Offer Consideration and (ii) the closing price of the Share at the ATHEX on the day preceding the submission of the requisite documents of article 46 of the DSS Operating Rules to ATHEX CSD, with minimum charge amount equal to the lowest between €20 and the 20% of the value of the shares transferred per each Accepting Shareholder, pursuant to article 7 of the codified decision 1 of the meeting 223/28.01.2014 of the Board of Directors of ATHEX CSD, as currently in force. Consequently, the Accepting Shareholders will collect the Tender Offer amount per share without the deduction of the above fees but reduced to the amount of the aforementioned tax. Any financial information that is announced by the Offeror pursuant to prevailing regulatory obligations as well as any other important developments of the Offeror are published on the Offeror‟s website. 2.13 Information concerning the financing of the Tender Offer The Offeror intends to finance the payment of the Offer Consideration from its own internal liquid resources. 2.14 Conditions precedent The Tender Offer is not subject to any pre-conditions. 2.15 Acceptance Period The Acceptance Period, during which the Shareholders may issue their Declaration of Acceptance of the Tender Offer, commences on Wednesday, 11 November 2015and ends on Friday, 11 December 2015. In the event that an information memorandum is approved by the CMC with regards to a competitive offer other than this Tender Offer and the Offeror does not revoke this Tender Offer by public notice within three (3) 44 working days after such approval, then the Acceptance Period is automatically extended to the end of the acceptance period of the competing offer. 2.16 Declarations of Acceptance – Procedure for lodging of Declarations of Acceptance – Non-revocability of Declaration of Acceptance Accepting Shareholders must complete and lodge the Declaration of Acceptance at any branch of the Receiving Bank in Greece.The Declaration of Acceptance may be lodged personally or by representatives. If it is lodged by a representative the relevant power of attorney authorising the representative must include clear instructions and full details of both the Accepting Shareholder and the representative, with the signature of the Accepting Shareholder certified as genuine by a police department or other government authority. Accepting Shareholders may authorise the Initial Operator of their Shares Account on the DSS (as defined in the DSS Operating Rules), to take all the necessary steps for the acceptance of Tender Offer on their behalf. Copies of Declaration of Acceptance forms will be available at any working hour of any working day throughout the Acceptance Period from the branches of the Receiving Bank. Specifically, the procedure for Acceptance is as follows: A) The Accepting Shareholders must first contact the Initial Operator of their Shares, as noted on the Declaration of Acceptance, from whom they will request an up to date printout of the Investor‟s Share Data (Merida Ependyti) with their personal details as recorded on the DSS (DSS printout). B) The Accepting Shareholders will instruct the Initial Operator to transfer the quantity of Offered Shares through a Release Application, so that any requisite actions are carried out by the Receiving Bank. If the Offered Shares have been registered in the Special Securities Account (as defined in the DSS Operating Rules), the Accepting Shareholder must first proceed with the cancellation of any existing charges. The Accepting Shareholders must present themselves at Eurobank branches for the acceptance of the Tender Offer with the following documents: (a) Identification card 45 (b) Up to date DSS printout from their Initial Operator, per A above (c) A copy of the instruction of their Initial Operator, per B above, for the transfer of the Offered Shares (Release Application) for handling by the Receiving Bank signed by the Initial Operator. The Accepting Shareholder is under obligation and solely responsible for the transfer of the Offered Shares for handling by the Receiving Bank. If the transfer of the Offered Shares is not completed by the end of the Acceptance Period the Declaration of Acceptance is considered invalid. At the branch where the Declaration of Acceptance is lodged, the Accepting Shareholder will receive a copy of the Declaration of Acceptance and computer certified proof of registration of the Declaration of Acceptance signed by the Receiving Bank. By duly and validly completing the above procedures within the prescribed period, the Accepting Shareholder will be deemed to have validly accepted the Tender Offer. The Declaration of Acceptance includes an irrevocable instruction and authorisation from the Accepting Shareholder to the Receiving Bank to take all steps required for the completion of the sale and transfer of the Offered Shares, or for their return to the Initial Operator (as defined in the DSS Operating Rules) who originally transferred the Offered Shares of the Accepting Shareholder, and who is named on the Declaration of Acceptance, where the circumstances described in paragraph 2.18 (C) below arise. Declarations of Acceptance submitted in accordance with the above procedures may not be revoked unless the Accepting Shareholder intends to accept a new competitive offer, that is to say a tender offer approved by the CMC in accordance with article 26 of the Law, or a potential revised Offer by the Offeror in accordance with article 21 of the Law and which will be likewise approved by the CMC. In such a case Accepting Shareholders who have submitted Declarations of Acceptance may revoke them in order to accept such a competing offer, lodging the Declaration of Revocation with the Receiving Bank. The Accepting Shareholders, who wish to be represented by their Initial Operator, must first contact the Initial Operator of their shares, who is noted on the Declaration 46 of Acceptance, which will be submitted by the Initial Operator, and to authorise the Initial Operator to represent them in the procedures for the acceptance of the Tender Offer. The Initial Operator through an authorised representative will go to the Custody Directorate of Eurobank (Greek Market Subdivision, Corporate Actions Department, 8, Iolkou & Filikis Etairias Str., Building A, 2nd Floor, GR 142 34 Nea Ionia, Athens, Greece; Tel: +30 2103522270 / Fax:+30 2103522522) providing all the necessary documents (printed and soft copies) based on the relevant letter with instructions that will be sent to custodians and operators. To clarify, the Declaration of Acceptance will not be accepted if it comes from persons to whom the Tender Offer cannot legally be addressed, according to paragraph 2.20 below. 2.17 Publication of the results of the Tender Offer The results of the Tender Offer will be published within two (2) working days of expiry of the Acceptance Period on the website and on the Daily Official List of the ATHEX and on the Offeror‟s website. 2.18 Procedure for the payment of the Offer Consideration – Procedure for the transfer of the Offered Shares – Transfer of Shares that will not be transferred Α. Following the announcement of the results of the Tender Offer as above, and provided that a Declaration of Revocation has not been submitted in the meantime by an Accepting Shareholder, an agreement for the off-exchange transfer of the Tendered Shares is being entered into between each Accepting Shareholder, as seller, and the Offeror, as purchaser, pursuant to the terms of the Tender Offer. Β. The off-exchange transfer of the Tendered Shares to the Offeror due to the Tender Offer and the payment of the Offer Consideration will be effected as follows: 47 (a) Within the next working day following the announcement of the results of the Tender Offer at the latest, the Receiving Bank, acting as the representative of each Accepting Shareholder, and the Offeror will enter into a written agreement for the off-exchange transfer of the Tendered Shares pursuant to article 46 of the DSS Operating Rules the Receiving Bank will, acting in the above capacity, proceed to the necessary actions for the submission to ATHEX CSD of the necessary documents for the registration of the transfer of the Transferred Shares with the DSS. (b) Off-market transfers of Transferred Shares will be registered on the DSS on the second (2nd) working day after submission to the ATHEX CSD of all the documents required for the transfer, in accordance with article 46 of the DSS Operating Rules. (c) On the same second working day, on which registration under (b) above is completed, the Receiving Bank will pay the Offer Consideration to each of the Accepting Shareholders, either by crediting their monetary deposits account with the Receiving Bank, if there is one, or by crediting a deposit account of the Accepting Shareholder in another domestic bank, or by issuing a banking checque in the name of the Accepting Shareholder (in cases where the payment of the Offer Consideration with the aforementioned ways is not possible), on production of his/her identity card or passport and a copy of the Declaration of Acceptance, and/or relevant corporate or authorisation documents, according to the method of payment indicated by the Accepting Shareholder in the Declaration of Acceptance. Additionally the Receiving Bank will pay the Offer Consideration to all the Initial Operators which have been authorised by Accepting Shareholders to take all the necessary steps for the acceptance of Tender Offer on their behalf. C. Where the Accepting Shareholder submits a Declaration of Revocation, or the Offeror revokes the Tender Offer in the event of article 20 of the Law, the Receiving Bank will transfer the Offered Shares to the Initial Operator (as defined in the Clearance Regulation) appointed by the Accepting Shareholder in 48 the Declaration of Acceptance, by at the latest one (1) working day after submission of the Declaration of Revocation by the Accepting Shareholder or the revocation of the Tender Offer by the Offeror respectively. The above procedure for the payment of the Offer Consideration of the Tender Offer is in accordance with the provisions of the Legislative Act of 18 July 2015, as it has been amended and in force, regarding the restrictions in cash withdrawals and transfers of capital. 2.19 Information relating to recent dealings in the Shares The Offeror and Persons Acting in Concert with the Offeror have not purchased or sold any Share in the twelve months preceding the Tender Offer Date. 2.20 Shareholders outside Greece The Tender Offer is addressed only to those persons to whom it can lawfully be addressed and is made only in those countries in which it can lawfully be made. Submission of the Tender Offer to persons who are the nationals or residents of, or who are domiciled in, a country outside Greece, or to the representatives or the trustees or the custodians of shares of persons outside Greece, is considered to take place only if it complies with the laws of those countries. Any person who may receive a copy of this Information Memorandum and / or the Declaration of Acceptance in any country outside Greece must not consider that the invitation or offer is addressed to him and under no circumstances can he make use of the Declaration of Acceptance if in the corresponding country neither the above invitation nor the offer can lawfully be submitted to this individual, or if the Declaration of Acceptance cannot be used without breach of any relevant provisions of law. In these circumstances the Information Memorandum and / or the Declaration of Acceptance will be deemed as not sent. Each person outside Greece who wishes to accept the Tender Offer is responsible for obtaining information and for complying fully with the legal requirements in the relevant country in relation to the Tender Offer. Any person outside Greece who has 49 any doubts concerning the system of law governing the matter must take professional advice. In particular, the Tender Offer must not be addressed in any way or in any form (document or otherwise), directly or indirectly, within or to a country that constitutes an Exempted Country or to any person connected with an Exempted Country. For this reason the sending, distribution, posting or in any other way promotion of copies or duplicates of this Information Memorandum or of any document or other material relating to this Tender Offer by any person whatsoever to or from the Exempted Countries, is prohibited. No Declaration of Acceptance under this Tender Offer may be received by the Exempted Countries or by any person who is a national, resident of or who is domiciled in an Exempted Country, and the Offer Consideration cannot be paid to an account or sent to an address in any Exempted Country. Any person may be considered not to have validly accepted this Tender Offer to the extent that he/she has not fully completed the Declaration of Acceptance in accordance with its terms and conditions. If any person promotes the Information Memorandum or any other document or material relating to the Tender Offer within, to or from any of the Exempted Countries or uses the postal service or any other means whatsoever of an Exempted Country, then such person is obliged to draw the attention of the recipient to this paragraph 2.20. The Tender Offer is not being and will not be made, directly, or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, telephone, facsimile, telex, internet or other forms of electronic communication) of interstate or foreign commerce of, or any facility of a national securities exchange of, any Exempted Country. The Tender Offer will not be capable of acceptance by any such use, means, instrumentality or facility or from within any Exempted Country. Accordingly, copies of this Information Memorandum and any related documents are not being, and must not be, mailed, transmitted or otherwise forwarded, distributed, or sent, in whole or in part in, into or from any Exempted Country. Doing so may render invalid any related purported acceptance of the Tender Offer. 50 2.21 Applicable law and jurisdiction In submitting the Declaration of Acceptance, the person submitting accepts that the Tender Offer, the Declaration of Acceptance, the transfer of the Shares and generally all transactions and agreements entered into within the framework of the Tender Offer are subject to Greek law. For the resolution of all disputes relating to the application and interpretation of the Tender Offer and all relevant transactions and agreements, the Courts of Athens will have exclusive jurisdiction. 3. STATEMENT OF THE OFFEROR’S ADVISER This Tender Offer is an offer for the payment of consideration in cash. For this reason the viability of the Tender Offer depends on the ability of the Offeror to pay the Offer Consideration to the Accepting Shareholders. The Offeror intends to finance the Offer Consideration from its internal liquid resources. BNP Paribas has certified that the Offeror has the necessary means for the payment of the Offer Consideration to the Accepting Shareholders as well as the total amount of the clearing fees that are imposed to the Offeror and to the Accepting Shareholders in favor of the “Greek Central Securities Depository SA”, regarding the off-exchange transfer of the above mentioned shares to the Offeror by the shareholders of HERACLES. In addition, the Offeror has entered into an agreement with Eurobank appointing it as its tender agent to ensure completion of the Tender Offer and proper settlement of the Offer Consideration. Subsequently we consider the Tender Offer credible, that the Offeror has taken the necessary steps through the appointment of the Tender Agent in order to ensure that the rights of those shareholders of HERACLES who will offer their shares are adequately secured, that the Tender Offer will be completed seamlessly, that the Offeror has sufficient liquidity to pay the Offer Consideration provided that no circumstances will arise amounting to force majeure which could lead to a situation in which the Offeror could not pay the Offer Consideration in accordance with the Law. In this case the provisions of the Civil Code on inability to perform without fault will 51 apply. In accordance with these provisions the Shares will not be transferred to the Offeror without the simultaneous payment of the Offer Consideration. BNP Paribas S.A. does not constitute and should not in any way whatsoever be purported to constitute a guarantee for the payment of the Offer Consideration to the Accepting Shareholders within the meaning of article 847 ff. of the Greek Civil Code. Finally, in signing this Information Memorandum the Adviser certifies that it has taken due care to ensure that the contents of this Information Memorandum are accurate. THE OFFEROR Isidoro Miranda Fernandez General Manager and Chairman of the Board of Directors Rafael Robledo Zubeldia Financial Director and Member of the Board of Directors THE ADVISER Arnaud Jossien George Pitaoulis Director, Corporate Finance Managing Director, Financial Institutions Group 52 Appendix I: Companies controlled by LafargeHolcim as of the Information Memorandum Date Company name Country Ambuja Cements Ltd, India India MGT Cements Private Limited India Chemical Limes Mundwa Private Limited India Kakinada Cements Limited India Dirk India Private Limited India Dang Cement Industries Private Limited India ACC Limited, India India Bulk Cement Corporation (India) Ltd India Lucky Minmat Ltd India National Limestone Ltd India ACC Mineral Resources Ltd India Singhania Mineral pvt Limited India Holcim Services (South Asia) Ltd, India India Holcim (Lanka) Ltd, Sri Lanka Sri Lanka Mahagedara Construction Company (private) Limited Sri Lanka Ceylon Ambuja Cements (private) Limited Sri Lanka Holcim Cement (Bangladesh) Ltd, Bangladesh Bangladesh Holcim Services (Asia) Ltd, Thailand Thailand Holcim (Vietnam) Ltd., Vietnam Vietnam Holcim Malaysia SDN Bhd, Malaysia Malaysia Holcim Malaysia Marketing Sdn Bhd Malaysia Geocycle Malaysia Sdn Bhd Malaysia ISB Kuari Kota Tinngi Sdn Bhd Malaysia Holcim (Singapore) Pte Ltd, Singapore Singapore Khmer Aggregates Company Limited Singapore Societe Agricole De L‟Indochine Singapore Geocycle (Singapore) Pte Ltd Singapore PT Holcim Indonesia Tbk., Indonesia Indonesia PT Holcim Beton Indonesia PT Readymix Concrete Indonesia Indonesia PT Pendawa Lestari Perkasa Indonesia Cibinong International Finance Company B.V Indonesia Cibinong International Finance Limited Indonesia Holcim Philippines, Inc., Philippines Philippines 53 Company name Country Holcim Philippines, Inc. Philippines Union Cement Holdings Corp.,Philippines Philippines Holcim Phils. Manufacturing Inc. Philippines Mabini Grinding Mills Corporation Philippines Holcim Philippines Business Services Center, Inc. Philippines Excel Concrete Logistics, Inc. Philippines HUBB Stores & Services, Inc. Philippines Calamba Aggregates Co. Inc. Philippines Bulkcem Phils. Inc. Philippines Holcim Resources and Development Corporation Philippines Mabini Grinding Mills Corporation Philippines Wellborne, Inc. Philippines Alsons Construction Chemical Philippines Holcim (Australia) Pty, Ltd Australia Australia Broadway & Frame Premix Concrete Pty Ltd Australia Minicon Pty Ltd Australia Excel Concrete (NSW) Pty Ltd Australia Excel Concrete Pty Ltd Australia Readymix Properties Pty Ltd Australia Group Share Plan Pty Ltd Australia Holcim (Australia) Holdings Pty Ltd Australia Holcim (New Zealand) Ltd, New Zealand New Zealand Millbrook Quarries Ltd New Zealand Fernhoff Limited, New Zealand New Zealand Holcim Mexico S.A. de C.V. Mexico Cementos Apasco S.A. de C.V. Mexico Concretos Apasco S.A. de C.V. Mexico Ecoltec S.A. de C.V. Mexico Gravasa, S.A. de C.V. Mexico Apacim, S.A. de C.V Mexico Holcim El Salvador S.A. de C.V., El Salvador El Salvador Geocycle El Salvador, S.A. de C.V. El Salvador Supercemento, S.A. de C.V. El Salvador Cecorta, S.A. de C.V. El Salvador Calichal, S.A. de C.V. El Salvador Chucumba, S.A. de C.V. El Salvador 54 Company name Country Orlona, S.A. de C.V. El Salvador Tecomapa, S.A. de C.V. El Salvador Tempiscon, S.A. de C.V. El Salvador Industrial Metapaneca, S.A. de C.V. El Salvador Industrias Montecristo, S.A. de C.V. El Salvador Industrias Santa Cruz, S.A. de C.V. El Salvador Inversiones Guija, S.A. de C.V. El Salvador El Ronco, S.A. de C.V. El Salvador Pavimentos de Concretos, S.A. de C.V. El Salvador Pedrera de El Salvador, S.A. de C.V. El Salvador Concretera Salvadoreña, S.A. de C.V. El Salvador Holcim Concretos , S.A. de C.V. El Salvador Concretera Mixto Listo, S.A. de C.V. El Salvador Holcim Comercializadora, S.A. de C.V. El Salvador Agresal, S.A. de C.V. El Salvador Bolsas de Centroamerica, S.A. de C.V. El Salvador Holcim (Costa Rica) S.A., Costa Rica Costa Rica Geocycle S.A. Costa Rica Holcim Nicaragua S.A. Nicaragua Inversiones Cofradia S.A. Nicaragua Holcim (Colombia) S.A., Colombia Colombia Transcem S.A. Colombia Ecoprocesamiento Ltda. Colombia CREST Business Center LatAm Colombia Holcim Ecuador, S.A., Ecuador Ecuador Holcim Agregados S.A. Ecuador Construmercado S.A. Ecuador Ecotecno S.A. Ecuador Espinari S.A., Ecuador Ecuador Holcim (Brasil) S.A., Brasil Brazil Brasmix Engenharia de Concreto S.A. Brazil Topmix Engenharia e Telnologica de Concreto S.A. Brazil Cemento Polpaico S.A., Chile Chile Pétreos S.A. Chile Cía Minera Polpaico Ltda Chile Plantas Polpaico del Pacifico Ltd. Chile 55 Company name Country Holcim Argentina Argentina Ecoblend S.A. Argentina Aggregate Industries UK Ltd, United Kingdom Great Britain A I Properties Limited Great Britain Aggregate Industries South West Ltd (Dormant) Great Britain Aggregate Supplies (Dormant) Great Britain Brooke Concrete Products Ltd Dormant) Great Britain Camas UK Limited (Dormant) Great Britain Concrete Developments Ltd (Dormant) Great Britain Bespoke Limited (Dormant) Great Britain Dynacrete Ltd (Dormant) Great Britain Ely Concrete Products Ltd (Dormant) Great Britain Middleproperty Developments Ltd (Dormant) Great Britain Middleproperty Farms Ltd (Dormant) Great Britain Fairford Concrete Ltd (Dormant) Great Britain Melton Concrete Products Ltd (Dormant) Great Britain Spancast Concrete Floors Ltd (Dormant) Great Britain Teeside Concrete Products Limited (Dormant) Great Britain Rowecast Ltd (Dormant) Great Britain Beever investments ltd (Dormant) Great Britain Newark Concrete Floors Ltd (Dormant) Great Britain Trafford Concrete Floors Ltd (Dormant) Great Britain EJS Concrete Products Limited (Dormant) Great Britain Halsvik Aggregates AS Great Britain Kendedy Asphalt Ltd (Dormant) Great Britain London Concrete Ltd Great Britain Mid Essex (Asphalt) Limited (Dormant) Great Britain Paragon Materials Ltd Great Britain Ash Solutions Ltd (Dormant) Great Britain Rand Road Surfacing Ltd (Dormant) Great Britain Restored Properties Limited (Dormant) Great Britain Roller Compacted Co ltd (Dormant) Great Britain Ronez Limited Great Britain E. B. Best Limited Great Britain Pallot Tarmac (2002) Limited Great Britain Trinity Joinery (2002) Limited Great Britain 56 Company name Country Island Aggregates Great Britain SiteBatch Limited (Dormant) Great Britain St Machar Development Company Limited (Dormant) Great Britain Stoneflair Ltd (Dormant) Great Britain Stoneflair Northern Ltd (Dormant) Great Britain Stone Haul Ltd (Dormant) Great Britain UK Bitumen Limited (Dormant) Great Britain W J Ladd (Concrete Products) Ltd (Dormant) Great Britain Witherley Services Ltd (Dormant) Great Britain EJS Landscape Supplies Limited (Dormant) Great Britain Lytag Limited Great Britain Paul Hammond Holdings Ltd (Dormant) Great Britain Alexander Property Developments Ltd (Dormant) Great Britain Rail Freight Services Ltd (Dormant) Great Britain Yeoman Aggregates Ltd (Dormant) Great Britain Yeoman Bulk Cargoes Ltd (Dormant) Great Britain Holcim Haut Rhin S.A.S. France Holcim Beton Granulat Haut Rhin S.A.S. France Gravière de la Hardt France Holcim (Belgique) Belgium Holcim Bétons (Belgique) Belgium Holcim European Services Ltd, Belgium Belgium Holcim Geominerals Belgium Holcim Granulats (Belgique) Belgium Hellings Belgium Société des carrières du Tournaisis Belgium Holcim Informatique Belgium Geocycle Belgium Carrière de Leffe Belgium Holcim Netherlands Belgium Holcim Droge Mortel (Nederland) Belgium Holcim Grondstoffen (Nederland) Belgium Holcim Schiffhart Belgium Holcim Betonmortel (Nederland) Belgium De Hoorn Transport Belgium Holcim BCH Belgium 57 Company name Country Holcim Coastal Belgium Holcim Prefab Wanden Belgium Holcim (Deutschland) AG, Germany Germany Holcim Beton und Zuschlagstoffe GmbH Germany SBU Kieswerk Zeithain GmbH & Co. KG Germany "SCHULENBURG" Grundstücksgesellschaft mbH Germany Baustoffe Dresden GmbH Germany Heide-Transportbeton G.m.b.H. & Co. KG Germany ARGE Salzbeton Morsleben Germany Vereinigte Transport-Betonwerke GmbH & Co. KG Germany Beton- und Baustoff-Prüfstelle Leer GmbH Germany VETRA Betonfertigteilwerke GmbH Germany VETRA Betonfertigteilwerk GmbH & Co. KG Germany Kieswerke Borsberg GmbH & Co. KG Germany Happy Beton GmbH & Co. KG Germany Happy Kies Sand Recycling GmbH & Co. KG Germany Hüttensand Salzgitter GmbH & Co. KG Germany Fertigbeton v. Saldern GmbH & Co. KG Germany Frischbeton Uelzen GmbH & Co. KG Germany Kieswerk Leinetal GmbH & Co. KG Germany Happy Translogistik GmbH Germany Union-Transportbeton GmbH & Co. KG Germany Holcim (Süd-Deutschland) GmbH, Germany Germany Holcim Kies und Beton Gmbh, Dotternhausen Germany Glaser Sand- und Kieswerke GmbH Germany Glaser Trockensand GmbH Germany Holcim (Schweiz) AG, Switzerland Switzerland Holcim (Vorarlberg) GmbH, Lorüns Austria Holcim Kies & Beton AG Switzerland Praz SA Switzerland Holcim (Cham) AG, Cham Switzerland Rohstoffgewinnung Hohentengen GmbH, D-Hohentengen Germany AG Hunziker & Cie., Würenlingen Switzerland Holcim Bétondrance SA Switzerland Holcim BF+P SA Switzerland Basaltstein AG Buchs Switzerland 58 Company name Country Kalt Kies- und Betonwerk AG Switzerland Fänn-Beton AG Switzerland Holcim Italia Spa Italy Rolcim S.p.a. Italy Holcim Aggregati Calcestruzzi Srl Italy Eurofuels Spa Italy Fratelli Manara Srl Italy Fusine Energie Italy Micron Mineral Italy TransPlus (Hungary) Kft. Hungary Magyarországi Fióktelepe Hungary Nyerges Hungary Holcim (Hrvatska) d.o.o., Croatia Croatia Ecorec d.o.o. Zagreb Croatia Holcim mineralni agregati d.o.o., Lepoglava Croatia Holcim mineralni agregati d.o.o., Nedešćina Croatia Transplus d.o.o. Koromacno Croatia Holcim (Romania) S.A., Romania Romania Ecovalor Romania Agrocomp International SRL Romania Estagre SRL Romania Holcim (Bulgaria) AD, Bulgaria Bulgaria Ecorec Bulgaria EOOD Bulgaria Holcim Karierni Materiali AD Bulgaria Holcim Karierni Materiali Rudinata AD Bulgaria Holcim Karierni Materiali Plovdiv AD Bulgaria Vris OOD Bulgaria Gumirec EAD Bulgaria Kosovo Cement and Concrete Company Kosovo Holcim Emerging Europe Services s.r.o. Slovakia Holcim (RUS) Construction Materials OAO Russia Volskcement OJSC Russia Holcim (KAZ) TOO Russia GeoMax ltd. Russia Georazvedka ltd. Russia Holcim (Azerbaijan) O.J.S.C., Azerbaijan Azerbaijan 59 Company name Country Holcim (España) S.A., Spain Spain Holcim Logística S.L. Spain Geocycle (España) S.A. Spain Gravera El Puente S.L. Spain Hormigones Costa de Almeria S.A. Spain Ready Mixed Gibraltar Ltd. Spain Playa Roldán S.A. Spain Vera Consignatarios S.A. Spain Filona S.L. Spain Aridos Hat & Cie. Spain Chipala Medioambiente S.L. Spain Holcim Services EMEA S.L., Spain Spain Holcim (US) Inc., USA USA Holcim (Texas) Ltd. Partnership USA Geocycle LLC USA Tin Star Cement Co USA Cemtech Inc. USA HC GP Inc. USA Holcim (Grancem) LLC USA Holderchem (US) Inc. USA Htrans Holdimgs Inc. USA Kraft Resources LLC. USA Surplus Items Inc. USA Thornstenberg materials Co. Inc. USA Aggregate Industries Management, Inc. USA Lattimore Materials Corp. USA Aggregate Industries-Northeast Region, Inc. USA Aggregate Industries Land Company, Inc USA Aggregate Industries-MWR, Inc USA Kost, Inc. USA Meyer Material, LLC USA Aggregate Industries-SWR, Inc. dba Frehner Construction USA Aggregate Industries-WCR, Inc. USA Bardon, Inc. dba Aggregate Industries MAR USA Tiger Minimix, Inc. USA Société de Ciments & Matériaux, Ivory C. Cote d'Ivoire 60 Company name Country Ciments de Guinée S.A., Conakry Guinea Aljabor Qatar Qatar Holcim (Maroc) S.A., Morocco Morocco Andira Morocco Ecoval Morocco Batiprodis Morocco Holcim Maroc Internationale (HMI) Morocco United Cement Company of Nigeria Ltd Nigeria Holcim (Liban), Lebanon Lebanon Bogaz Endustri Madencilik, Bogazi/Famagusta Lebanon Société des Ciments Blancs SAL, Chekka Lebanon Holcim Béton S.A.L. Lebanon Energis Liban Lebanon Société des Carrières de Jyé SARL, Lebanon Lebanon Holcim (Madagascar) Madagascar Holcim Mauritius Mauritius Holcim (Réunion) La Réunion SAS Group Ouest Concassage La Réunion Holcim (Outre-Mer) La Réunion Océan Indien Participations SA, Belgium La Réunion Holcim Précontraint La Réunion Holcim (Mayotte) La Réunion Ciments de Bourbon La Réunion Holcim Trading, Spain Ecotrade International, Luxembourg Holcim Trading SA, Spain Holcim Trading Pte Ltd, Singapore Spain Luxembourg Spain Singapore Holcim Trading CTC, Dubai Dubai Hansen Holdings SA, Panama Panama Holsten International Ltd. Iberoamericana Cement Trading, Spain Great Britain Spain Kimaxtra Productos de Construcao Unipessoal Ltda, Portugal Portugal Umar Limited, Bermuda Bermuda Holcim Finance (Australia) Pty Ltd, Australia Australia Vennor Investments Pty. Ltd., Australia Australia Holbris Pty Ltd, Australia Australia 61 Company name Country Holglad Pty Ltd, Australia Australia Holchil Limited, Bahamas Bahamas Holcibel S.A., Belgium Belgium Holcim Finance (Belgium) S.A., Belgium Belgium Holcim Reinsurance Limited, Bermuda Bermuda Cement Intellectual Property Ltd., Bermuda Bermuda Eurohol Limited, Bermuda Bermuda Holcim Capital Corporation Ltd., Bermuda Bermuda Holcim European Finance Ltd., Bermuda Bermuda Holcim GB Finance Ltd., Bermuda Bermuda Holcim Overseas Finance Ltd., Bermuda Bermuda Holpac Limited, Bermuda Bermuda Barmas Insurance Company Ltd., Bermuda Bermuda Holcim Finance (Canada) Inc., Canada Canada Holchile S.A., Chile Chile Holcim France Benelux S.A.S, France France Holcim Investments (France) SAS, France France Holcim Participations (France) SAS, France France Holcim Auslandbeteiligungs GmbH (Deutschland), Germany Germany Holcim Beteiligungs GmbH (Deutschland), Germany Germany Aggregate Industries Holdings Limited, United Kingdom Great Britain Bardon Investments Limited, United Kingdom Great Britain Holcim (India) Private Limited, India India Holcim Finance (Luxembourg) S.A., Luxembourg Luxembourg Holmex (Luxembourg) S.à r.l., Luxembourg Luxembourg Holcim US Finance S.à r.l., Luxembourg Luxembourg Holcim US Finance S. à r.l. & Cie S.C.S., Luxembourg Luxembourg Holdertrade Ltd & Cie S.N.C., Luxembourg Luxembourg Holderind Investments Ltd., Mauritius Holcim Capital Mexico, S.A. de C.V., Mexico Mauritius Mexico Amsterdam Commodity Enterprise B.V., Netherlands Netherlands Caricement B.V., Netherlands Netherlands Cemasco B.V., Netherlands Netherlands Holderfin B.V., Netherlands Netherlands Holchin B.V., Netherlands Netherlands Rosyco B.V., Netherlands Netherlands 62 Company name Country United Cement Company of Nigeria Ltd Netherlands Egyptian Cement Holding B.V. Netherlands I.C.I., Panama Panama Clinco Corporation, Philippines Philippines Cemco Holdings Inc., Philippines Philippines Holcim Investments (Singapore) Pte. Ltd., Singapore Singapore Holcim Technology (Singapore) Pte. Ltd., Singapore Singapore Holcim Investments (Spain) S.L., Spain Spain Holcim Group Services Ltd Switzerland Holcim Technology Ltd, Swizerland Switzerland LafargeHolcim Ltd, Switzerland Switzerland Holdertrade Ltd, Switzerland Switzerland CESI S.A., Switzerland Switzerland Cemroc Ltd, Switzerland Switzerland Holcim Capital (Thailand) Ltd., Thailand Thailand Holcim Participations (Thailand) Ltd., Thailand Thailand Thai Roc-Cem Ltd., Thailand Thailand Holcim UK Holdings Limited, United Kingdom United Kingdom Holcim Participations (UK) Limited, United Kingdom United Kingdom Holcim Participations (US) Inc., USA USA Holcim Technology Inc., USA USA LEADER BETON sh.a Albania CERALG Spa Algeria CILAS SPA Algeria COSIDER LAFARGE PLATRE Algérie Spa Algeria Lafarge Béton Algérie "LBA" Algeria Lafarge Ciment de M'sila "LCM" Algeria Lafarge Ciment Oggaz "LCO" Algeria Lafarge Distribution Algérie "LDA" Algeria Lafarge Logistique Algérie "LLA" Algeria Lafarge Sacs Algeria Lafarge Services Algérie "LSA" Algeria l'Algérienne des Exploitations Minières Algeria SARL Station Agrégats Azrou Algeria Société Algérienne de Maçonnerie et de Béton Armé SPA Algeria 63 Company name Country (SAMBA) Société des Ciments de la Mitidja SPA (SCMI) Algeria ALFUMA GmbH Austria COOPERATIVE LEICHTBETON WERBEGEMEINSCHAFT GMBH Austria GIPSBERGBAU PREINSFELD GMBH NFG. KG Austria KIAS Recycling GmbH Austria KIRCHDORFER ZEMENTWERK HOFMANN GMBH Austria KSL - Kirchdorfer & Schirmbrand Liegenschafts GmbH Austria Lafarge BFC Investment GmbH (new) Austria Lafarge Cement CE Holding GmbH Austria Lafarge Cement Technical Center Vienna GmbH Austria Lafarge Management GmbH Austria Lafarge Pannonia Holding GmbH Austria Lafarge Perlmooser GmbH Austria LAFARGE PERLMOOSER UNTERNEHMENSAKQUISITIONS GMBH Austria Lafarge Services GmbH Austria Lafarge Zementwerke GmbH Austria MARTINI BETON GMBH Austria MARTINI BETON GMBH & CO KG Austria PERLMOOSER Beton GmbH Austria Recycling Center Retznei GmbH Austria REISNERSTRAßE 53 HAUSVERWERTUNGS- UND INSTANDHALTUNGS GMBH Austria TAL BETONCHEMIE HANDEL GMBH Austria Thermo Team Alternativbrennstoffverwertungs GmbH Austria WIBAU Holding GmbH Austria WIBAU Kies und Beton GmbH Austria ZEMENT + BETON HANDELS- UND WERBEGESELLSCHAFT M.B.H. Austria TH Industry II Limited LAFARGE SURMA CEMENT LIMITED Bahamas Bangladesh FLLC Lafarge Aggregates Belarus COMPAGNIE COPPEE DE DEVELOPPEMENT INDUSTRIEL Belgium 64 Company name Country COMPAGNIE DE PARTICIPATIONS ET DE DEVELOPPEMENT INDUSTRIEL Belgium GROUPEMENT SCB LAFARGE Benin Société des Ciments d'Onigbolo Benin LAFARGE GYPSUM (BOTSWANA) (PTY) LTD Botswana READY MIX MATERIALS (BOTSWANA) (PTY) LTD Botswana ECO-PROCESSA - TRATAMENTO DE RESÍDUOS LTDA. Brazil LAFARGE BRASIL S.A. (ex LACIM) Brazil LAFARGE SOLUÇÕES PARA CONSTRUÇÕES S.A. Brazil CIMENTERIES DU CAMEROUN Cameroon 1358832 Ontario Limited Canada 1398619 Ontario Inc. Canada 1398938 Ontario Inc. Canada 1864638 Ontario Inc. Canada 2004295 Ontario Inc. Canada 532470 B.C. Ltd. Canada 546958 Ontario Limited Canada 7954581 Canada Inc. Canada 7954620 Canada Inc. Canada 920939 Ontario Inc. Canada Abbotsford Gravel Sales Ltd. Canada Bolton Ready Mix Corp. Canada CARDINAL CONCRETE LTD Canada Cheekeye Gravel & Wood Corp. Canada CHERRYWOOD COVE INC. Canada Coast Aggregates Ltd. Canada Coast Range Concrete Ltd. Canada CUMBERLAND READY-MIX LTD. Canada Cumberland Sand & Gravel Ltd. Canada Cura Classis (Canada) Inc. Canada Cura Classis Canada (Hold Co) Inc. Canada Diamond Head Land Company Ltd. Canada Dinal Investments Ltd. Canada Dresden Ready-Mix Limited Canada 65 Company name Country Edgewater Projects Ltd. Canada Environnement Systech Canada Inc./Systech Environmental Canada Inc. Canada FOOTHILLS READY MIX INC. Canada INNOCON INC. Canada Innocon Partnership Canada LAFARGE CANADA INC. Canada LAFARGE PAVING & CONSTRUCTION LIMITED Canada LEISURE CREEK INC. Canada LNA HOLDINGS ULC Canada LNA TRADING INC. Canada LULU TRANSPORT INC. Canada M & K Ready Mix Inc. Canada MID-CANADA REINFORCING INC. Canada National East Ready Mix Corp. Canada NELSON AGGREGATE CO PARTNERSHIP Canada Nelson Transfer Ltd. Canada NEPTUNE CORING (WESTERN) LTD. Canada Northland Ready Mix Concrete Ltd. Canada OXFORD SAND AND GRAVEL LIMITED Canada PERIMETER CONCRETE LTD Canada Permanent Concrete ULC Canada PETTICREEK PROPERTIES INC. Canada Pro-Con Road Works Ltd. Canada Redland Brow Landfill Inc. Canada Re-Wa Holdings Ltd. Canada Ring Creek Power Ltd. Canada RMC READY MIX LTD. Canada SMELTER BAY AGGREGATES INCORPORATED Canada Standard Paving Limited Canada SUMAS SHALE LTD Canada Teskey Concrete Company Corp. Canada TEXADA QUARRYING LTD. Canada THOUSAND ISLANDS CONCRETE (2002) LIMITED Canada 66 Company name Country Tria Ecoenergie Inc. - Tria Ecoenergy Inc. Canada WAYNCO LTD. Canada Wedgemont Contracting Ltd. Canada WESTERN REDI MIX INC. Canada Westland Forms Ltd Canada WHEAT CITY CONCRETE PRODUCTS LTD. Canada Whistler Sand & Gravel Ltd. Canada CIMENT CHAD Chad LAFARGE GYPSUM CHILE Chile Bulk Materials International China Ltd China Chongqing Lafarge Phoenix Lake Concrete Co., Ltd. China Chongqing Lafarge Shui On Cantian Cement Co., Ltd China Chongqing Lafarge Shui On Diwei Cement Co., Ltd. China Chongqing Lafarge Shui On Special Cement Co., Ltd. China Chongqing TH Logistics Co., Ltd. China Chongqing TH New Building Materials Co., Ltd. China Chongqing TH Packaging Co., Ltd. China Guizhou Dingxiao Shui On Cement Co., Ltd. China Guizhou Shuicheng Shui On Cement Co., Ltd. China Guizhou Xinpu Shui On Cement Co., Ltd. China Hekou County honghe Cement co.,Ltd China Kunming Chongde Cement Co., Ltd. China Lafarge (Beijing) Building Materials Technical Service Co., Ltd. China Lafarge (Chongqing) Concrete Co., Ltd. China Lafarge Chongqing Cement Co. Ltd. China Lafarge Dujiangyan Cement Co., Ltd. China Lafarge Shui On (Beijing) Technical Services Co., Ltd. China Lafarge Shui On (Chongqing) Industry Co., Ltd. China Lafarge Shui On (Chuxiong) Cement Co., Ltd. China Lafarge Shui On (Dongjun) Cement Co., Ltd. China Lafarge Shui On (Fumin) Cement Co., Ltd. China Lafarge Shui On (Honghe) Cement Co., Ltd. China Lafarge Shui On (Jianchuan) Cement Co., Ltd. China Lafarge Shui On (Lincang) Cement Co., Ltd. China 67 Company name Country Lafarge Shui On (Sichuan) Investment Co., Ltd. China Lafarge Technical Services (Beijing) Co., Ltd. China Panzhihua Jinsha Cement Co., Ltd. China Sichuan Shuangma Cement Co., Ltd. China Sichuan Shuangma Chengdu Construction Materials Co., Ltd. China Sichuan Shuangma Yibin Cement Co., Ltd. China Yanshan County Yuanda Honghe Cement Co.,Ltd. China Yunnan Lijiang Cement Co., Ltd. China Yunnan Sanjiang Cement Co., Ltd. China Yunnan Shui On Construction Materials Investment Holding Co., Ltd. China Yunnan Shui On Construction Materials Management Co., Ltd. China Yunnan State Assets Cement Haikou Co., Ltd. China Yunnan State Assets Cement Kunming Co., Ltd China Zunyi Sancha Lafarge Shui On Cement Co., Ltd. China SANSORA Colombia LAFARGE COMORES. S.A Comoros Lafarge Ciments (Congo) Sprl. Congo, The Democratic Republic of the Lafarge Cement Adria d.o.o. Croatia CEMITALIA LIMITED Cyprus COMSIBER INVESTMENT LIMITED Cyprus GIGER HOLDINGS LIMITED Cyprus LAFARGE AGGREGATES HOLDING LIMITED Cyprus LAFARGE CEMENT HOLDING Cyprus LAFARGE INTERNATIONAL LIMITED Cyprus Lafarge Cement, a.s. Czech Republic ECOCEM Industrial Ecology Egypt SAE Egypt EGYPT SACK S.A.E. Egypt LAFARGE BUILDING MATERIALS HOLDING EGYPT S.A.E. Egypt Lafarge Building Materials Trading Egypt S.A.E Egypt Lafarge Cement Egypt S.A.E Egypt Lafarge Egypt for Import and Export SAE Egypt Lafarge Egypt Quarries SAE Egypt LAFARGE GYPSUM EGYPT Egypt 68 Company name Country Lafarge Middle East and Africa Building Materials S.A.E Egypt Lafarge Ready Mix S.A.E Egypt NATIONAL BAG COMPANY Egypt LAFARGE CEMENT ETHIOPIA PLC Ethiopia Algerian Cement Holding France ARISEPT France BATIWEB.COM France BETON CHANTIERS CHARENTE LIMOUSIN France BETON CHANTIERS MARTIGUES France BETON SAINT ANDRE France CARRIERE DE RIVOLET France CARRIERE DU MONTLUCONNAIS France CARRIERES DE LA VALLEE HEUREUSE France CARRIERES DE SAINT LAURENT France CBA Holding France CIMENTS DU LACYDON France CIMENTS KERCIM France CODERES France COMPAGNIE FERROVIAIRE REGIONALE - CFR France COTE D'OPALE GRANULATS France DÔME GRANULATS France Ecocem MEA France EDIFIXIO France FINANCIERE BETONS France FINANCIERE GRANULATS EX-RG SA France FINANCIERE LAFARGE France FINARGE 02 France FINARGE 48 France FINARGE 49 France FLANDRES LAITIERS MOULUS France GEOCHANVRE F France GIE CHENAL DE SAINTONGES France GIE LES MATERIAUX DE PICARDIE France GIE LOIRE GRAND LARGE France 69 Company name Country GIE SAINT NICOLAS France GRANULATS BOURGOGNE AUVERGNE France GRANULATS DE LA DROME France GRANULATS NORD EST France HEXABETON France LAFARGE France LAFARGE AGGREGATES HOLDING EASTERN EUROPE France LAFARGE BETONS FRANCE France LAFARGE BFC INVESTMENTS FRANCE France LAFARGE CENTRE DE RECHERCHE "LCR" France LAFARGE CIMENTS France LAFARGE CIMENTS DISTRIBUTION France LAFARGE CIMENTS MAYOTTE S.A. France Lafarge Energy Solutions France LAFARGE FRANCE France LAFARGE GRANULATS BETONS SERVICES GIE France LAFARGE GRANULATS FRANCE France LAFARGE GRANULATS OUEST France LAFARGE GYPSUM INTERNATIONAL France LAFARGE INDUSTRIAL ECOLOGY INTERNATIONAL France LAFARGE SERVICES GROUPE France LAFARGE SLOVENIA France LAFARGE VOSTOK France LE BETON CONTROLE France LES CARRIERES DU ROANNAIS France LIBAUD BETON CHANTIERS France MADELEINE RECYCLAGE France MIDI PYRENEES GRANULATS France NOBLE INTERNATIONAL France NORD BROYAGE France PAKISTAN CEMENT HOLDING France PERTHUIS DE POSES France S.V.P.I. France SABELFI France 70 Company name Country SABLIERES D'ARMORIQUE France SABLIERES DE GURGY France SAINT GEORGES GRANULATS ( ex DSG) France SAS DES GRESILLONS France SCEA de Champmare France SCI CHÂTEAUNEUF DU RHÔNE France SCORI France SEAPM France SNC DROME ARDECHE GRANULATS France SNC LANGUEDOC GRANULATS France SOCIETE AQUITAINE DE STOCKAGE II France SOCIETE AQUITAINE DE TRANSFORMATION France SOCIETE AUXILIAIRE DE MATERIAUX France SOCIETE DE DEVELOPPEMENT INDUSTRIEL LAFARGE France SOCIETE DES CALCAIRES DE SOUPPES SUR LOING France SOCIETE DES CIMENTS ANTILLAIS France SOCIETE DES MATERIAUX DE BEAUCE France SOCIETE D'EXPLOITATION DES ETABLISSEMENTS RAGONNEAU France SOCIETE FINANCIERE IMMOBILIERE ET MOBILIERE "SOFIMO" France Société Internationale de Télévision et de Communication France SOCIETE NOUVELLE DU LITTORAL France SPI PROMOTION INDUSTRIELLE France TECHNICAL CENTER EUROPE AFRICA France TRAPPES ELANCOURT DECHARGEMENT France VAL D'AREN RECYCLAGE France VAL DE MEUSE ENROBES France VALREN France FINLATAM VERMÖGENSVERWALTUNGS GMBH Germany AEGEAN TERMINALS S.A. Greece AEVEK PERICLES Greece ANDREAS HADJIKYRIAKOS MARITIME COMPANY Greece BIOMASS SOCIETE ANONYME FOR THE PRODUCTION AND TRADE OF BIOMASS Greece 71 Company name Country DYSTOS MARITIME COMPANY Greece GENERAL INDUSTRIAL ENTERPRISES SA Greece GENERAL SOCIETE ANONYME CLINKER PERICLES, COMMERCIAL, INDUSTRIAL AND REAL ESTATE Greece GEORGIOS HADJIKYRIAKOS MARITIME COMPANY Greece HERACLES GENERAL CEMENT COMPANY S.A. Greece HERACLES SHIPPING S.A. Greece LAFARGE BETON INDUSTRIAL COMMERCIAL S.A. Greece LATOMIA POLIKASTROU S.A. Greece LAVA MINING & QUARRYING S.A. Greece MARATHOS QUARRIES S.A. Greece MIDDLE EAST CEMENT SHIPPING AND HANDLING COMPANY Greece Lafarge Shui On Cement Limited Hong Kong HEKA HEGYESHALMI KAVICSBANYA RT Hungary LAFARGE Cement Hungary Ltd Hungary PERLMOOSER Kavics Kft. Hungary Lafarge Eastern India Limited India LAFARGE INDIA PVT LIMITED India LAFARGE UMIAM MINING PRIVATE LIMITED India LUM MAWSHUN MINERALS PRIVATE LIMITED India VS LIGNITE POWER PRIVATE LIMITED India Wardha Vaalley Coal Field Pvt. Ltd. India PT LAFARGE CEMENT INDONESIA Indonesia BASF for Construction Chemicals / Ltd Iraq BAZIAN CEMENT COMPANY LIMITED Iraq ECOCEM for Environmental Solutions , Limited Iraq KARBALA CEMENT MANUFACTURING LIMITED Iraq Lafarge Company for Concrete and Aggregate, Ltd Iraq Lafarge Company for Construction Contracting and General Trading, Ltd Iraq UNITED CEMENT COMPANY LIMITED Iraq Bulk Materials International Europe Srl Italy Lafarge Livorno Italy S.r.l. Italy Lafarge Real Estate Italy S.r.l. Italy 72 Company name Country Jamaica Aggregates Limited Jamaica ASO CEMENT Co., Ltd. Japan SEINAN CONCRETE Japan SENBOKU CONCRETE Japan Fincem Holding Limited Jersey Hawksford Fiduciaries Jersey Limited Jersey Hawksford Trust International Jersey Himcem Holdings Limited Jersey Kencem Holding Limited Jersey Lafarge Finance Limited Jersey Tinderbox No. 6 Limited Jersey Arabian Concrete Supply Cement Jordan JORDAN CEMENT FACTORIES COMPANY PSC Jordan Jordanian Company for Environmental Solutions Jordan ATHI RIVER MINING LIMITED Kenya BAMBURI CEMENT LTD Kenya BAMBURI SPECIAL PRODUCTS LTD Kenya DIANI ESTATE LTD Kenya KENYA CEMENT MARKETING CO. LTD Kenya LAFARGE ECO SYSTEMS LIMITED Kenya LAFARGE GYPSUM KENYA LIMITED Kenya PORTLAND MINES LTD Kenya SIMBARITE LTD Kenya THE EAST AFRICAN PORTLAND CEMENT COMPANY LTD Kenya SANGWON CEMENT COMPANY JOINT VENTURE CORPORATION Korea, Democratic People's Republic of LAFARGE HALLA CEMENT CORPORATION Korea, Republic of LAKO LIMITED Korea, Republic of Lafarge Kuwait K.S.C.(c). Kuwait ATLANTIC RE Luxembourg BLUE CIRCLE INVESTMENTS S.A. Luxembourg HUGO INSURANCE SA Luxembourg LAFARGE CEMENT LUXEMBOURG, S.à r.l. Luxembourg NOUVELLE CIMENTERIE D'AMBOANIO S.A. Madagascar 73 Company name Country LAFARGE CEMENT MALAWI LTD Malawi ASSOCIATED PAN MALAYSIA CEMENT SDN BHD Malaysia CEMENTIA ASIA SDN BHD Malaysia CMCM PERNIAGAAN SDN BHD Malaysia COPROCEM SERVICES MALAYSIA SDN BHD Malaysia JUMEWAH SHIPPING SDN BHD Malaysia KEDAH CEMENT HOLDINGS BERHAD Malaysia KEDAH CEMENT JETTY SDN BHD Malaysia Lafarge Aggregates (Ipoh) Sdn Bhd Malaysia Lafarge Aggregates (Pantai Remis) Sdn Bhd Malaysia LAFARGE AGGREGATES SDN BHD Malaysia LAFARGE ASIA DEVELOPMENT SDN BHD Malaysia LAFARGE ASIA SDN BHD Malaysia LAFARGE CEMENT SDN BHD Malaysia LAFARGE CONCRETE (EAST MALAYSIA) SDN BHD Malaysia LAFARGE CONCRETE (MALAYSIA) SDN BHD Malaysia LAFARGE CONCRETE INDUSTRIES SDN BHD Malaysia LAFARGE DRYMIX SDN BHD Malaysia LAFARGE MALAYSIA BERHAD Malaysia Lafarge Shared Services Sdn Bhd Malaysia M-CEMENT SDN BHD Malaysia PROBUILDERS CENTRE SDN BHD Malaysia SIMEN UTARA SDN BHD Malaysia LAFARGE MALDIVES CEMENT PRIVATE LIMITED Maldives CEMENT TRANSPORT LTD Mauritius DRY-MIXED PRODUCTS LTD Mauritius INTERIOR SOLUTIONS MAURITIUS LIMITED Mauritius LAFARGE (MAURITIUS) CEMENT LTD Mauritius PAN AFRICAN CEMENT LTD Mauritius PRE-MIXED CONCRETE LIMITED Mauritius Prime Allied Enterprises Limited Mauritius Sommerset Investments Limited Mauritius CEMENTOS ACTIVADOS DE MÉXICO S.A. DE C.V. Mexico LAFARGE AGREGADOS Y CONCRETOS MEXICO Mexico 74 Company name Country ECOGEST INDUSTRY SRL Moldova, Republic of GEOSTUDYGRUP SRL Moldova, Republic of LAFARGE CIMENT (MOLDOVA) S.A. Moldova, Republic of CEVAL GIE Morocco ECOCIM Morocco LAFARGE CALCINOR MAROC Morocco LAFARGE CEMENTOS Morocco LAFARGE CIMENTS Morocco LAFARGE MAROC Morocco LAFARGE PLATRE MAROC Morocco LUBASA MAROC SA Morocco SOCIETE NATIONALE D'INVESTISSEMENTS Morocco LAFARGE GYPSUM MOZAMBIQUE LDA Mozambique THILAWA CEMENT & BUILDING MATERIALS LTD Myanmar PELICAN HOLDINGS (PROPRIETARY) LTD Namibia Blue Circle International Holdings BV Netherlands EGYPTIAN CEMENT HOLDING B.V. Netherlands Lafarge Cement International B.V Netherlands Lafarge Chilean Holdings B.V Netherlands LAFARGE JAPAN HOLDING N.V. Netherlands LAFARGE KOREA BV Netherlands LAFARGE PLASTERBOARD HOLDING BV Netherlands NIGERIAN CEMENT HOLDING B.V. Netherlands Surma Holding BV Netherlands ASHAKACEM PLC Nigeria ATLAS CEMENT COMPANY LTD Nigeria Energy Cement Ltd Nigeria LAFARGE AFRICA PLC Nigeria Lafarge Associated Nigeria Limited Nigeria Lafarge Ready Mix Nigeria Limited Nigeria NIGERIAN KRAFT BAGS Nigeria UNITED CEMENT COMPANY OF NIGERIA LIMITED Nigeria Premix LLC Oman Readymix Muscat LLC Oman 75 Company name Country ECOCEM PAKISTAN (PRIVATE) LIMITED Pakistan CEMENT SHIPPING CORP. Panama GRANILO INVEST AND TRADE INC Panama HISPACEM LTD, PANAMA Panama PORT SAID SILO INVESTMENT COMPANY S.A. Panama ZAREMBO INVEST S.A. PANAMA Panama APC Distribution Networks, Inc. Philippines APC Properties, Inc. Philippines BULACAN HOLDINGS INC. Philippines CALUMBOYAN HOLDINGS INC. Philippines Ecoedge Resources Corporation Philippines Lafarge Cement Services Philippines Inc. Philippines Lafarge Holdings (Philippines) Inc Philippines Lafarge Iligan, Inc. Philippines Lafarge Mindanao, Inc. Philippines Lafarge Republic Aggregates, Inc. Philippines Lafarge Republic, Inc. Philippines LIMAY GRINDING MILL CORPORATION Philippines LUZON CONTINENTAL LAND CORP. Philippines Mundo Verde Corporation Philippines QUIMSON LIMESTONES, INC. Philippines Round Royal, Inc. Philippines SEACEM SILOS, INC. Philippines Sigma Cee Mining Corporation Philippines South Western Cement Ventures, Inc. Philippines Southern Cross Cement Corporation Philippines BONITEX SP Z O.O. Poland Cementownia Kraków - Nowa Huta Sp. z o.o. Poland CEMET SA Poland CONTRACTOR SP Z.O.O. Poland East-West Express Sp. z o.o. Poland Eco Solutions Sp. z o.o. Poland Energo Strefa Sp. z o.o. Poland INNOWACJE Sp. z o.o. Poland 76 Company name Country Kopalnia Surowcow Skalnych Swierki Sp. z o.o. Poland Kopalnie Odkrywkowe Surowców Drogowych Spólka Akcyjna Poland Lafarge Beton Towarowy SP. Z O.O. Poland LAFARGE CEMENT SA Poland Lafarge Kruszywa i Beton Poland Lafarge Services SP.Z O.O. Poland LAFARGE TRANSPORT Sp. z oo Poland POMERANIA CEMENT SP. Z O.O. Poland Przedsiębiorstwo Produkcyjno-Handlowe i Usługowe "AGAVIS" S.A. Poland Radan Bazalt Sp. z o.o. Poland Rudawa Inwestycje Sp. z o.o. Poland Zakład Gospodarki Popiolami Sp. z o.o. Poland Zakład Separacji Popiołów Siekierki Sp. z o.o. Poland LADELIS SGPS Lda Portugal Construction Materials Company WLL Qatar Qatar Precast WLL Qatar Qatar Quarry Company WLL Qatar READYMIX QATAR W.L.L. Qatar CIMENTS DE BOURBON SA Reunion "Karier "Bolshoy Massiv" Limited Liability Company Russian Federation "Novoaleksandrovsky kombinat nerudnikh materialov" Limited Liability Company Russian Federation FIANT LTD Russian Federation LABORATORY LAFARGE Russian Federation Limited Liability Company "Burovzryvnaya Kompaniya" Russian Federation Limited liability company "Lafarge Aggregates and Concrete" Russian Federation Limited Liability Company “Karier “Shokshinsky kvartsit” Russian Federation LLC "Lafarge GEO" Russian Federation OAO Lafarge Cement Russian Federation ZAO EcoPromEffect Russian Federation HIMA CEMENT (RWANDA) LIMITED Rwanda ALSAFWA CEMENT COMPANY Saudi Arabia GLOBAL Gypsum Company Limited Saudi Arabia Qanbar Steetley (Saudi) Limited Saudi Arabia 77 Company name Country BEO EKO KORAK Serbia Lafarge Beocinska Fabrika Cementa Serbia LAFARGE CEMENT COMPANY (SEYCHELLES) LIMITED Seychelles ALLIANCE CONCRETE SINGAPORE PTE LTD Singapore CAMDEN HOLDING PTE. LIMITED Singapore LAFARGE CEMENT SINGAPORE PTE LTD Singapore LAFARGE INTERNATIONAL SERVICES SINGAPORE PTE LTD Singapore Lafarge Marketing Pte Ltd Singapore LCS SHIPPING PTE LTD Singapore LMCB HOLDINGS PTE LTD Singapore PMCWS ENTERPRISES PTE LTD Singapore Supermix Asia Pte Ltd (SPMA) Singapore Supermix Concrete Pte Ltd Singapore VIETCIM (SINGAPORE) PTE LTD Singapore Berger Slovakia, a.s. Slovakia LAFARGE SLOVAKIA s.r.o. Slovakia Povazska cementaren a.s. Slovakia Apnenec, d.o.o., proizvodnja apnenceve moke Slovenia Lafarge Cement, d.o.o. Slovenia ARLINGTON ENTERPRISES (PTY) LTD South Africa ASH RESOURCES (PTY) LTD South Africa BAY STONE SALES (PTY) LTD South Africa CAPE BLUE ROCK QUARRIES (PTY) LTD South Africa DAWNKELL INVESTMENTS (PTY) LTD South Africa ECO 2 (Pty) Ltd South Africa EVANDER CRUSHERS (PTY) LTD South Africa FINANZLINK (PTY) LTD South Africa HOLDING 155 WHITE RIVER ESTATES (PTY) LIMITED South Africa HOLDING 176 WHITE RIVER ESTATES (PTY) LIMITED South Africa LAFARGE AGGREGATES SOUTH AFRICA (PTY) LTD South Africa LAFARGE FOREIGN HOLDINGS (PTY) LTD South Africa LAFARGE GYPSUM (PROPRIETARY) LIMITED South Africa LAFARGE GYPSUM HOLDINGS SOUTHERN AFRICA (PTY) LTD South Africa 78 Company name Country LAFARGE GYPSUM RESOURCES (PTY) LTD South Africa LAFARGE INDUSTRIES SOUTH AFRICA (PTY) LIMITED South Africa LAFARGE MATERIALS INVESTMENTS (PTY) LTD South Africa LAFARGE MINING SOUTH AFRICA (PTY) LIMITED South Africa LAFARGE SOUTH AFRICA HOLDINGS (PTY) LIMITED South Africa MURRAY & ROBERTS QUARRIES (PTY) LTD South Africa NORTHERN CEMENT COMPANY (PTY) LTD South Africa PIETERSBURG MIXED CONCRETE (PTY) LTD South Africa PORT ELIZABETH HOLDINGS (PTY) LTD South Africa QALA QUARRY (PTY) LIMITED South Africa QUARRYMAN (PTY) LTD South Africa QUARRYMAN (SOUTHERN CAPE) (PTY) LTD South Africa QUARRYMAN HOLDINGS (PTY) LTD South Africa READY MIX MATERIALS (PTY) LTD South Africa STONETECH (PTY) LTD South Africa TARMAC SOUTH AFRICA (PTY) LTD South Africa TONGAAT QUARRY PROJECTS (PTY) LTD South Africa TSWANA LIME (PTY) LTD South Africa WESTERN HILLS (PTY) LTD South Africa WHITE RIVER CONCRETE (PTY) LIMITED South Africa WHITE RIVER CRUSHERS (PTY) LIMITED South Africa Bulk Mines Minerals SL Spain CASTELLANA DE FIRMES, S.L. Spain CEMENTOS ESFERA, S.A. Spain CEMENTOS LA PARRILLA, S.A. Spain CIMENTS DE CATALUNYA, S.A. Spain COMERCIAL DE MATERIALES DE CONSTRUCCIÓN, S.L. Spain ECOCEM VALORIZACIÓN DE RESIDUOS, S.A. Spain ELITE CEMENTS, S.L. Spain FORTIA ENERGIA, S.L. Spain LAFARGE ARIDOS Y HORMIGONES, S.A.U. Spain LAFARGE CEMENTOS, S.A.U. Spain LAFARGE ITEO SHARED SERVICES, S.A. Spain MATERIALES DE CONSTRUCCION AGUILAS, S.A. Spain 79 Company name Country TABINORP, S.L. Spain VESCEM-LID, S.L. Spain World Trade Bulk, S.L. Spain LAFARGE MAHAWELI CEMENT (PRIVATE) LIMITED SUDACEM LIMITED Sri Lanka Sudan OREBRO KARTONGBRUK AB Sweden Bulk Materials International AG Switzerland Bulk Mines & Minerals Holding SA Switzerland CAMPSORES HOLDING SA Switzerland CEMENTIA HOLDING AG Switzerland CEMENTIA TRADING AG Switzerland GULF DEVELOPMENT AG Switzerland Lafarge White Cement Trading AG Switzerland MARINE CEMENT AG/LTD Switzerland THALAMAR SHIPPING AG Switzerland Lafarge Cement Syria Syrian Arab Republic LAFARGE GYPSUM TANZANIA LIMITED Tanzania, United Republic of MBEYA CEMENT COMPANY LIMITED Tanzania, United Republic of BANGKOK CHOLAS LTD Thailand AGRETAS AGREGA INSAAT SANAYI VE TICARET AS Turkey BATICIM BATI ANADOLU CIMENTO SANANYI A.S. Turkey DALSAN ALCI SANAYI VE TICARET A.S. Turkey DAMSAN Turkey MADINSAN Turkey MAGET MADENCILIK Turkey OCI CIMENTO A.S. Turkey BAMBURI CEMENT LTD - UGANDA Uganda HIMA CEMENT LTD Uganda FAST-TRANS LTD Ukraine Klesivskiy Karier Nerudnykh Kopalyn "Technobud" Ukraine Limited Liability Company" SIPAN" Ukraine LLC Bukovyna Building Materials Ukraine LLC Technobud Ukraine 80 Company name Country NEOKOM PLUS Ukraine Eco Cem Industrial Ecology LLC United Arab Emirates LAFARGE EMIRATES CEMENT LLC United Arab Emirates LAFARGE KHAYYAT CEMENT HOLDING LIMITED United Arab Emirates Readymix Gulf Limited United Arab Emirates Associated International Cement Limited United Kingdom Blue Circle Europe Limited United Kingdom Blue Circle Home Products International Limited United Kingdom Blue Circle Home Products Limited United Kingdom Changeissues Limited United Kingdom Hereford Recycling Limited United Kingdom Lafarge Building Materials Limited United Kingdom Lafarge International Holdings Limited United Kingdom Lafarge Minerals Limited United Kingdom Lafarge Nigeria (UK) Limited United Kingdom Lafarge Redland Readymix Limited United Kingdom Lafarge Shipping Services Limited United Kingdom Lafarge UK Holdings Limited United Kingdom Lafco No. 3 Limited United Kingdom Redland International Management Services Limited United Kingdom SGEBF Trustee Limited United Kingdom The Cement Marketing Company Limited United Kingdom Tunnel Building Products Limited United Kingdom AMERICAN TRANSPORT LEASING INC. United States Bulk Materials International Inc. United States CEMENT TRANSPORT LTD United States Chesapeake Bay Receivables LLC United States Evans-MSI, L.L.C. United States Fredonia Valley Railroad, Inc. United States Hunting Hills, Inc. United States INTERNATIONAL ATLANTINS INSURANCE COMPANY United States Lafarge Aggregates Illinois, Inc. United States Lafarge Building Materials Inc. United States Lafarge Elburn, LLC United States 81 Company name Country Lafarge Michigan, LLC United States LAFARGE MID-ATLANTIC, LLC United States Lafarge Midwest, Inc. United States Lafarge North America Holdings LLC United States LAFARGE NORTH AMERICA INC. United States Lafarge Presque Isle, Inc. United States Lafarge Road Marking, Inc. United States Lafarge Southwest, Inc. United States Lafarge West, Inc. United States LNA Finance Inc. United States Lordstown Construction Recovery LLC United States MIDDLEBOROUGH RECLAMATION OPPORTUNITY CORPORATION United States MOUNTAIN PRAIRIE INSURANCE COMPANY United States MRO, LLC United States NAUTILUS HOLDING COMPANY United States REDLAND QUARRIES NY INC. United States REDLAND, LLC United States Solidia Technologies, Inc. United States SYSTECH ENVIRONMENTAL CORP. United States TRINITY PORTLAND CEMENT United States Lafarge Cement Tashkent LLC Uzbekistan CEMENTOS CATATUMBO Venezuela, Bolivarian Republic of Cong Thanh Cement Vietnam LAFARGE CEMENT LIMITED LIABILITY COMPANY Vietnam LAFARGE CONCRETE VIETNAM CO., LTD Vietnam ASHBURY VENTURES LIMITED Virgin Islands, British BROADFIELD PROPERTIES LTD Virgin Islands, British Lafarge China Offshore Holding Company (LCOHC) Limited Virgin Islands, British LAFARGE SW LIMITED Virgin Islands, British UNITED CEMENT CORPORATION Virgin Islands, British UNITED CEMENT HOLDING LIMITED Virgin Islands, British WINDHAM FINANCIAL INC Virgin Islands, British YEMEN CEMENT SILOS COMPANY Yemen 82 Company name Country Lafarge Zambia Plc Zambia LAFARGE CEMENT ZIMBABWE LIMITED Zimbabwe 83