ANÁLISIS DEL EXPEDIENTE N° 045-2012-PR-DSNCRG-TRU

The long-term bonus is a variable remuneration element based on the long term, which is to be issued in annual tranches starting in 2011. It amounts to 90 % of the fixed annual salary, when 100 % of the target is met. The long-term bonus makes up around 35 % of the target remuneration and comprises two equally weighted components.

The first component (management component with a term of three years) considers the internal added value as measured by earnings before interest and taxes (EBIT) and return on invested capital (ROIC), and is arranged in the form of a bonus with cash payment. The bonus will be paid after the Annual General Meeting in the year following the three-year performance period. The second component (capital market component with a term of four years) considers the external added value as measured by total shareholder return (TSR) – adjusted for the reinvested dividend payments and for changes in the capital – compared with the relevant capital market indices, using performance share units (PSUs). The PSUs are virtual shares used for the calculation of the capital market component.

At the start of every tranche, the Supervisory Board determines the performance targets for both components based on the various key performance indicators, which, if they are achieved, affect the amount of the long-term bonus. After expiry of the respective performance period, the Super- visory Board will ascertain the extent to which the target has been reached.

The target for the management component is based on the Group’s relevant three-year opera- tional plan, presented to the Supervisory Board by the Managing Board. The share-based capital market component is measured over a four-year period, on the basis of § 193, section 2, no. 4 of the German Stock Company Act (AktG).

For the capital market component, the number of performance share units (PSUs) initially granted is ascertained in the first instance: the number of PSUs is calculated from 45 % of the fixed annual

salary divided by the reference price2) _{of the HeidelbergCement share as at the time of issue. After}

expiry of the four-year performance period, the PSUs definitively earned are to be calculated in a second step according to the attainment of the target and paid in cash at the reference price of the HeidelbergCement share valid at that time – adjusted for the reinvested dividend payments and for changes in the capital.

2) The reference price is respectively the average of the daily closing prices of the HeidelbergCement share on the Frankfurt Stock Exchange Xetra trading system for three months retrospectively from the start/expiration of the performance period.

Corpor

ate Governance

Consolidated financial statements

Additional information

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− Target value (value when 100 % of the target is met)

90 % of fixed annual salary (of which 50 % is the management component and 50 % is the capital market component)

− Key performance indicators and weighting (value when 100 % of the target is met) Management component (three-year performance period):

1/2 average of EBITs attained during the performance period 1/2 target ROIC at the end of the performance period

Capital market component (four-year performance period):

1/2 peer total shareholder return (TSR); calculation of TSR compared with DAX 30 Index 1/2 peer total shareholder return (TSR); calculation of TSR compared with MSCI World

Construction Materials Index − Target achievement range

Management component: target achievement ranges from 0–200 %, i.e. the maximum value of the management component of the long-term bonus is limited to 90 % of the fixed annual salary and total loss of the management component is possible; the range applies separately for each key performance indicator EBIT and ROIC

Capital market component: target achievement ranges from 0–200 %, i.e. depending on the target achievement, the number of virtual shares (PSUs) can maximally double or reduce to zero (total loss)

− Cap of performance of the HeidelbergCement share before payout

Maximum of 2.5 times the reference price, which was determined at the start of the performance period

Payment system for the long-term bonus

The following graph shows the payment system for the long-term bonus.

Start of performance periods Target setting

Share price reference periods

2011 2012 2013 2014 2015 2016

1st _plan

Management component Capital market component

Management component Capital market component

Management component Capital market component

2nd _plan

Performance periods Evaluation periods Payouts

4th _{and on-going plans}

3rd _plan

The management component of the long-term bonus plan 2013-2015/16, which was issued in 2013, is paid after the Annual General Meeting 2016, i.e. in the year following the three-year performance period; the capital market component is paid after the Annual General Meeting 2017, i.e. in the year following the four-year performance period.

During the implementation phase, a disbursement mechanism with a bonus-malus system forms an element of the long-term bonus plan. According to this mechanism, for the first three years, a third of the target value of the first long-term bonus plan 2011–2013/14 is paid out annually after the following year’s Annual General Meeting. These amounts must be repaid to the Group or offset against future payments of variable remuneration elements if and to the extent to which the target value is not reached.

The following table shows a sample calculation for the determination of a long-term bonus with a fixed annual salary of €700,000.

Sample calculation long-term bonus 1)

Target €630,000 (90 % of fixed annual salary of €700,000) Basis Management component: 50 % of €630,000 = €315,000

Capital market component: 50 % (€315,000) will be converted into virtual shares; Ø share price of the last 3 months before the beginning of the plan: €60

€315,000 / €60 = 5,250 virtual shares

Performance period 3 years (from 2013 to 2015) for the management component and 4 years (from 2013 to 2016) for the capital market component Key performance

indicators Management component: 315,000 € 1/2 EBIT (€157,500) 1/2 ROIC (€157,500)

Capital market component: €315,000 (5,250 virtual shares) Peer TSR:

1/2 DAX 30 Index (2,625 virtual shares)

1/2 MSCI World Construction Materials Index (2,625 virtual shares)

Range 0–200 %

Target achievement

(example) EBIT 200 % (€315,000) ROIC 100 % (€157,500) Relative TSR: DAX 30 Index 100% (2,625 virtual shares)MSCI World Construction Materials Index 140% (3,675 virtual shares) Example result Management component: €315,000 + €157,500 = €472,500

Capital market component: 2,625 + 3,675 = 6,300 virtual shares

(Ø share price over the last 3 months before the end of the 4th _{year e.g.: €160;} Cap at 250 % = maximum value €150) = 6,300 virtual shares x €150 = €945,000 Management component €472,500 + capital market component €945,000 = €1,417,500

1) The degrees of target achievement and share prices are fictitious and serve only as illustration.