Obligation HeidelbergCement AG 2.25% ( XS1425274484 ) en EUR

HeidelbergCement AG

100 % ▲

Allemagne

XS1425274484 ( en EUR )

2.25% par an ( paiement annuel )

03/06/2024 - Obligation échue

Prospectus brochure de l'obligation Heidelberg Materials AG XS1425274484 en EUR 2.25%, échue

Heidelberg Materials AG est une entreprise mondiale de matériaux de construction, produisant et distribuant du ciment, du béton prêt à l'emploi, des granulats et autres produits connexes.

L'Obligation émise par HeidelbergCement AG ( Allemagne ) , en EUR, avec le code ISIN XS1425274484, paye un coupon de 2.25% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 03/06/2024

In case of Notes listed on the official list of the Luxembourg Stock Exchange and traded on the Regulated
Market "Bourse de Luxembourg" of the Luxembourg Stock Exchange or publicly offered in the Grand Duchy
of Luxembourg, the Final Terms will be displayed on the website of the Luxembourg Stock Exchange
(www.bourse.lu). In case of Notes not listed on any stock exchange or publicly offered in one or more
member states of the European Economic Area other than the Grand Duchy of Luxembourg, the Final
Terms may be obtained from the specified offices of the relevant Issuer and the Fiscal Agent.

June 1, 2016
1. Juni 2016
Final Terms
Endgültige Bedingungen
HeidelbergCement AG
750,000,000 2.25% Notes due June 3, 2024
750.000.000 2,25% Schuldverschreibungen fällig am 3. Juni 2024
Issue Date: June 3, 2016
Tag der Begebung: 3. Juni 2016
issued pursuant to the 10,000,000,000 Euro Medium Term Note Programme dated March 18, 2016
begeben aufgrund des 10.000.000.000 Euro Medium Term Note Programme vom 18. März 2016
Important Notice
These Final Terms have been prepared for the purpose of Article 5 (4) of the Directive 2003/71/EC of the
European Parliament and of the Council of November 4, 2003, as amended, and must be read in conjunction
with the Base Prospectus pertaining to the Programme dated March 18, 2016 (the "Prospectus") and the
supplement dated May 10, 2016. The Prospectus and any supplement thereto are available for viewing in
electronic form on the website of the Luxembourg Stock Exchange (www.bourse.lu) and on the website of
HeidelbergCement Group (www.heidelbergcement.com). Copies may be obtained at HeidelbergCement
AG, Berliner Strasse 6, 69120 Heidelberg, Germany and HeidelbergCement Finance Luxembourg S.A., 13,
rue Edward Steichen, L-2540 Luxembourg. Full information is only available on the basis of the combination
of the Prospectus, any supplement and these Final Terms. A summary of the individual issue of the Notes is
annexed to these Final Terms.
Wichtiger Hinweis
Diese Endgültigen Bedingungen wurden für die Zwecke des Artikels 5 Absatz 4 der Richtlinie 2003/71/EG
des Europäischen Parlaments und des Rates vom 4. November 2003, in der geänderten Fassung,
abgefasst und sind in Verbindung mit dem Basisprospekt vom 18. März 2016 über das Programm (der
"Prospekt") und dem Nachtrag dazu vom 10. Mai 2016 zu lesen. Der Prospekt sowie etwaige Nachträge
können in elektronischer Form auf der Internetseite der Luxemburger Börse (www.bourse.lu) und der
Internetseite des HeidelbergCement Konzerns (www.heidelbergcement.com) eingesehen werden. Kopien
sind erhältlich bei HeidelbergCement AG, Berliner Strasse 6, D-69120 Heidelberg und HeidelbergCement
Finance Luxembourg S.A., 13, rue Edward Steichen, L-2540 Luxembourg. Um sämtliche Angaben zu
erhalten, sind die Endgültigen Bedingungen, der Prospekt und etwaige Nachträge im Zusammenhang zu
lesen. Eine Zusammenfassung der einzelnen Emission der Schuldverschreibungen ist diesen Endgültigen
Bedingungen angefügt.

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Part I.: TERMS AND CONDITIONS
Teil I.: ANLEIHEBEDINGUNGEN
The Terms and Conditions applicable to the Notes (the "Conditions") and the English language translation
thereof, are as set out below.
Die für die Schuldverschreibungen geltenden Anleihebedingungen (die "Bedingungen") sowie die
englischsprachige Übersetzung sind wie nachfolgend aufgeführt.

Terms and Conditions
of the Notes
(English Language Version)

§ 1
CURRENCY, DENOMINATION, FORM AND TITLE, CERTAIN DEFINITIONS

(1) Currency and Denomination. This Series of Notes of HeidelbergCement AG (the "Issuer") is issued
in euro ("") (the "Specified Currency") in the aggregate principal amount of (subject to § 1(4))
750,000,000 (in words: euro sevenhundred and fifty million) on June 3, 2016 (the "Issue Date") in the
denomination of 1,000 (the "Specified Denomination").

(2) Form. The Notes are in bearer form.
(3) Temporary Global Note Exchange.
(a) The Notes are initially represented by a temporary global note (the "Temporary Global Note")
without coupons. The Temporary Global Note will be exchangeable for Notes in the Specified
Denomination represented by a permanent global note (the "Permanent Global Note") without
coupons. The Temporary Global Note and the Permanent Global Note shall each be signed by
authorized signatories of the Issuer and shall each be authenticated by the Fiscal Agent with a
control signature. Definitive Notes and coupons will not be issued.
(b) The Temporary Global Note shall be exchangeable for the Permanent Global Note from a date (the
"Exchange Date") 40 days after the date of issue of the Temporary Global Note. Such exchange
shall only be made to the extent that certifications have been delivered to the effect that the
beneficial owner or owners of the Notes represented by the Temporary Global Note is not a U.S.
person (other than certain financial institutions or certain persons holding Notes through such
financial institutions) as required by U.S. tax law. Payment of interest on Notes represented by a
Temporary Global Note will be made only after delivery of such certifications. A separate
certification shall be required in respect of each such payment of interest. Any such certification
received on or after the 40th day after the date of issue of the Temporary Global Note will be
treated as a request to exchange such Temporary Global Note pursuant to this subparagraph (b) of
this § 1(3). Any securities delivered in exchange for the Temporary Global Note shall be delivered
only outside of the United States (as defined in § 6).

(4) Clearing System. Each global note representing the Notes will be kept in custody by or on behalf of
the Clearing System until all obligations of the Issuer under the Notes have been satisfied. "Clearing
System" means each of the fol owing: Clearstream Banking, société anonyme, 42 Avenue JF Kennedy,
1855 Luxembourg, Grand Duchy of Luxembourg ("CBL") and Euroclear Bank SA/NV, Boulevard du Roi
Albert II, 1210 Brussels, Belgium ("Euroclear"), (CBL and Euroclear each an "ICSD" and together the
"ICSDs") and any successor in such capacity.

The Notes are issued in new global note ("NGN") form and are kept in custody by a common safekeeper
on behalf of both ICSDs.

The aggregate principal amount of Notes represented by the global note shall be the aggregate amount
from time to time entered in the records of both ICSDs. The records of the ICSDs (which expression
means the records that each ICSD holds for its customers which reflect the amount of such customer's
interest in the Notes) shall be conclusive evidence of the aggregate principal amount of Notes
represented by the global note and, for these purposes, a statement issued by an ICSD stating the
amount of Notes so represented at any time shall be conclusive evidence of the records of the relevant
ICSD at that time.

On any redemption or payment of interest being made in respect of, or purchase and cancellation of,
any of the Notes represented by the global note the Issuer shall procure that details of any redemption,

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payment or purchase and cancellation (as the case may be) in respect of the global note shall be
entered pro rata in the records of the ICSDs and, upon any such entry being made, the aggregate
principal amount of the Notes recorded in the records of the ICSDs and represented by the global note
shall be reduced by the aggregate principal amount of the Notes so redeemed or purchased and
cancelled.

On an exchange of a portion only of the Notes represented by a Temporary Global Note, the Issuer shall
procure that details of such exchange shall be entered pro rata in the records of the ICSDs.

(5) Holder of Notes. "Holder" means any holder of a proportionate co-ownership or other beneficial
interest or right in the Notes.

(6) Referenced Conditions. The Terms and Conditions fully refer to the provisions set out in Schedule 5
of the amended and restated agency agreement dated March 18, 2016 between HeidelbergCement AG,
HeidelbergCement Finance Luxembourg S.A. and Deutsche Bank Aktiengesellschaft (on display under
www.bourse.lu) containing primarily the procedural provisions regarding resolutions of Holders.

§ 2
STATUS, NEGATIVE PLEDGE, GUARANTEE AND LIMITATION OF INDEBTEDNESS

(1) Status. The Notes are direct, unconditional, unsubordinated and unsecured (subject to the
Guarantee) obligations of the Issuer and rank pari passu among themselves and (save for certain debts
required to be preferred by law) equally with all other unsecured obligations (other than subordinated
obligations, if any) of the Issuer, from time to time outstanding.

(2) Negative Pledge. The Issuer undertakes and procures that with regard to its subsidiaries, so long as
any of the Notes are outstanding, but only up to the time all amounts of principal and interest have been
placed at the disposal of the Fiscal Agent, not to create or permit to subsist, and to procure that none of
its subsidiaries will create or permit to subsist, any mortgage, lien, pledge, charge or other security
interest in rem (each such right a "Security Interest") over the whole or any part of its undertakings,
assets or revenues, present or future, to secure any Capital Market Indebtedness (as defined below) or
to secure any guarantee or indemnity given by the Issuer or any of its subsidiaries in respect of any
Capital Market Indebtedness of any other person, without at the same time providing all amounts
payable under the Notes either the same Security Interest or providing all amounts payable under the
Notes such other Security Interest as shall be approved by an independent accounting firm of
internationally recognized standing as being equivalent security, provided, however, that this
undertaking shall not apply with respect to
(a) any Security Interest existing on assets at the time of the acquisition thereof by the Issuer, provided
that such Security Interest was not created in connection with or in contemplation of such
acquisition and that the amount secured by such Security Interest is not increased subsequently to
the acquisition of the relevant assets;
(b) any Security Interest which is provided by any subsidiary of the Issuer with respect to any
receivables of such subsidiary against the Issuer which receivables exist as a result of the transfer
of the proceeds from the sale by the subsidiary of any Capital Market Indebtedness in the form of
convertible bonds, provided that any such security serves to secure obligations under such Capital
Market Indebtedness of the relevant subsidiary.
(3) (a) Hanson Guarantee. The Notes have the benefit of an unconditional and irrevocable guarantee of
Hanson Limited (the "Guarantor") which has unconditionally and irrevocably guaranteed the due
payment of principal of, and interest on, and any other amount payable under the Notes (the
"Hanson Guarantee") pursuant to an existing guarantee dated October 19, 2007 until expiry of the
Guarantee which is anticipated to occur on August 15, 2016. The Hanson Guarantee will
automatically expire, without any further notice upon the date of payment in full of all obligations of
Hanson Limited under the US$
750,000,000 6.125% notes due August
15, 2016 (ISIN:
US411349AA15).

(4) Additional Guarantees. HeidelbergCement AG has undertaken, so long as any of the Notes are
outstanding, but only up to the time all amounts of principal and interest have been placed at the
disposal of the Fiscal Agent, to procure that in the event that any Relevant Subsidiary (other than a
Finance Subsidiary) incurs Capital Market Indebtedness or issues any guarantees with respect to, or
otherwise guarantees, any Capital Market Indebtedness of HeidelbergCement AG or any Relevant
Subsidiary, such Relevant Subsidiary shall simultaneously provide a direct and unconditional guarantee
equally and rateably in favour of the Holders (an "Additional Guarantee") for all amounts payable under
the Notes. This shall not be applicable with respect to the incurrence of Capital Markets Indebtedness by
Relevant Subsidiaries (i) which are joint venture entities having their seat and primary operations outside

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the United States of America or any member state of the European Union and (ii) who do not collectively
have Capital Market Indebtedness outstanding in excess of an aggregate principal amount of
500,000,000. The terms of each Additional Guarantee shall be documented in accordance with market
standards provided that the terms of the Additional Guarantee may provide that such guarantee will
cease to exist if and when the Capital Market Indebtedness guaranteed or the Capital Market
Indebtedness incurred by such Relevant Subsidiary is ful y discharged. HeidelbergCement AG shall
inform the Holders of such Additional Guarantee in accordance with § 14 and will publish such
Additional Guarantee on its internet website. A certified copy of the Additional Guarantee will be made
available to the Fiscal Agent.
(5) (a) Limitation of Indebtedness. Except for Permitted Financial Indebtedness, HeidelbergCement AG
has undertaken that it will not, and will procure that none of its Relevant Subsidiaries will, after the
Issue Date, incur any additional Financial Indebtedness if on the date of the incurrence of such
additional Financial Indebtedness the Consolidated Coverage Ratio is not at least 2.0 to 1.0 (the
"Limitation of Indebtedness").
(b) Reporting. HeidelbergCement AG has further undertaken that it will report in each of (i) its group
report published with the annual financial statements, (ii) its half year report and (iii) its quarterly
reports for the first and third quarter of each fiscal year the amount of the Consolidated EBITDA
and the Consolidated Interest Expenses as of the last day of the reporting period in a manner
which allows the calculation of the Consolidated Coverage Ratio for the relevant dates.
(c) Suspension of Limitation of Indebtedness. If on any date following the Issue Date of these Notes:

(i) the Notes are rated with an Investment Grade Rating by all Rating Agencies; and

(ii) no Event of Default (as defined in § 9) has occurred and is continuing under these Terms and
Conditions (the foregoing conditions being referred to collectively as the "Suspension
Condition");

then, beginning on that day and subject to the provisions of the following paragraph, § 2 (5)(a) of this
Terms and Conditions will be suspended as to the Notes.

"Investment Grade Rating" means Baa3 (in the case of Moody's), BBB- (in the case of Standard &
Poor's) or BBB- (in the case of Fitch).

"Rating Agency" means each rating agency of Moody's Investors Service ("Moody's"), Standard &
Poor's Rating Services, a part of McGraw Hill Financial Inc. ("Standard & Poor's"), Fitch Ratings
("Fitch"), as the case may be, provided that references herein to a Rating Agency shall only be to such
Rating Agency as shall have been appointed by or on behalf of the HeidelbergCement AG to maintain a
rating and shall not extend to any such Rating Agency providing ratings on an unsolicited basis.

Notwithstanding the foregoing, if HeidelbergCement AG is not subject to the Limitation of Indebtedness
with respect to the Notes for any period of time as a result of the Suspension Condition having been met
and, subsequently, one Rating Agencies withdraw its Investment Grade Rating or downgrade the
Investment Grade Rating assigned to the Notes such that the Notes no longer have an Investment
Grade Rating by all Rating Agencies, then HeidelbergCement AG will thenagain be subject to the
Limitation of Indebtedness.

(6) Definitions. For the purposes of these Terms and Conditions, "Capital Market Indebtedness"
means any obligation for the payment of borrowed money which is in the form of, or represented or
evidenced by, either (i) a certificate of indebtedness governed by German law or by (ii) bonds, loan
stock, notes or other securities which are, or are capable of being, quoted, listed, dealt in or traded on a
stock exchange or other recognized securities market.

"Relevant Subsidiary" means any fully consolidated subsidiary of HeidelbergCement AG and for
purposes only of this § 2 does not include any subsidiary which has one or more classes of equity
securities (other than, or in addition to any convertible bonds or similar equity linked securities) which
are listed or traded on a regulated stock exchange.

"Finance Subsidiary" in this § 2 means each direct or indirect subsidiary of HeidelbergCement AG
whose sole purpose is to raise financing for HeidelbergCement AG's consolidated group, and which
neither owns any material assets (other than receivables arising from loans to other members of the
group and bank deposits) nor has any equity interests in any person.
"Permitted Financial Indebtedness" has the meaning given to it in Annex A.

"Financial Indebtedness" has the meaning given to it in Annex A.

5

"Consolidated Coverage Ratio" has the meaning given to it in Annex A.

§ 3
INTEREST

(1) Rate of Interest and Interest Payment Dates. The Notes shall bear interest on their aggregate
principal amount at the rate of 2.25 % per annum from (and including) June 3, 2016 to (but excluding)
the Maturity Date (as defined in § 4). Interest shall be payable in arrear on June 3 in each year (each
such date, an "Interest Payment Date"). The first payment of interest in respect of the period from (and
including) June 3, 2016 to (but excluding) the first interest payment date shall be made on June 3, 2017.

(2) Accrual of Interest. The Notes shall cease to bear interest from the expiry of the day preceding the
day on which they are due for redemption. If the Issuer shall fail to redeem the Notes when due, interest
shall continue to accrue on the outstanding aggregate principal amount of the Notes from (and including)
the due date until the actual redemption of the Notes at the default rate of interest established by law(1).

(3) Calculation of Interest for Partial Periods. If interest is required to be calculated for a period of less
than a full year, such interest shall be calculated on the basis of the Day Count Fraction (as defined
below).

(4) Day Count Fraction. "Day Count Fraction" means, in respect of the calculation of an amount of
interest on any Note for any period of time (the "Calculation Period"): the actual number of days in the
Calculation Period divided by the actual number of days in the respective interest period.

§ 4
FINAL REDEMPTION

Unless previously redeemed in whole or in part or purchased and cancelled, the Notes shall be
redeemed at their Final Redemption Amount on June 3, 2024 (the "Maturity Date"). The Final
Redemption Amount in respect of each Note (the "Final Redemption Amount") shall be its principal
amount.

§ 5
EARLY REDEMPTION

(1) Exercise of Call Rights. Insofar as each of the Issuer and the Holder have an early redemption right
in these Terms and Conditions, the relevant party may not exercise such option in respect of any Note
which is the subject of the prior exercise by the respective other party thereof of its option to require the
early redemption of such Note.

(2) Redemption for Tax Reasons. The Notes will be redeemed at the option of the Issuer in whole, but
not in part, at any time, on giving not less than 30 nor more than 60 days' notice to the Fiscal Agent and,
in accordance with § 14, the Holders (which notice shall be irrevocable), if:

(a) on the occasion of the next payment due under the Notes, the Issuer has or will become obliged to
pay additional amounts as provided or referred to in § 8 or the Guarantor would be unable for
reasons outside its control to procure payment by the Issuer and in making payment itself would be
required to pay such additional amounts as a result of any change in, or amendment to, the laws or
regulations of the relevant tax jurisdiction or any political subdivision or any authority thereof or
therein having power to tax, or any change in the application or official interpretation of such laws or
regulations, which change or amendment becomes effective on or after the Issue Date, and

(b) such obligation cannot be avoided by the Issuer or the Guarantor taking reasonable measures
available to it,

provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date
on which the Issuer or the Guarantor would be obliged to pay such additional amounts were a payment
in respect of the Notes then due.

Prior to the publication of any notice of redemption pursuant to this § 5(2), the Issuer shall deliver to the
Fiscal Agent a certificate signed by two members of the Managing Board of the Issuer or two members
of the Managing Board of the Guarantor stating that the Issuer is entitled to effect such redemption and
setting forth a statement of facts showing that the conditions precedent to the right of the Issuer so to
redeem have occurred, and an opinion of independent legal advisers of recognized standing to the
effect that the Issuer or the Guarantor has or will become obliged to pay such additional amounts as a

(1)
The default rate of interest established by law is five percentage points above the basic rate of interest published by
Deutsche Bundesbank from time to time, §§ 288 paragraph 1, 247 paragraph 1 German Civil Code.

6

result of such change or amendment.

Notes redeemed pursuant to this § 5(2) will be redeemed at their Final Redemption Amount together (if
appropriate) with interest accrued to (but excluding) the date of redemption.

"relevant tax jurisdiction" means Germany, the United Kingdom.

(3) Early Redemption at the Option of the Issuer.
(a) The Issuer may at any time upon not less than 30 days' nor more than 60 days' prior notice of
redemption given to the Fiscal Agent and, in accordance with § 14 to the Holders redeem, at its
option, the remaining Notes in whole but not in part, on a date specified in the call notice (the "Call
Redemption Date") at their Early Call Redemption Amount.

The "Early Call Redemption Amount" of a Note shall be an amount equal to the sum of:

(i) the principal amount of the relevant Note to be redeemed; and

(ii) the
Applicable Premium (as defined below); and

(iii) accrued but unpaid interest, if any, to, the redemption date).

The Early Call Redemption Amount shall be calculated by the Calculation Agent.

"Applicable Premium" means the excess, if any, of

(i) the present value on such redemption date of

(A) the principal amount of the relevant Note, plus

(B) all remaining scheduled interest payments on such Note to (but excluding) the Maturity
Date

discounted with the Benchmark Yield plus 0.5% over

(ii) the principal amount of such Note on the redemption date.

The "Benchmark Yield" shall be the yield to maturity at the Redemption Calculation Date of a
Bundesanleihe (senior unsecured bond) of the Federal Republic of Germany with a constant maturity
(as officially compiled and published in the most recent financial statistics of the Federal Republic of
Germany that have then become publicly available on the Redemption Calculation Date (or if such
financial statistics are not so published or available, as apparent from any publicly available source of
similar market data selected by the Issuer in good faith)), most nearly equal to the period from the
redemption date to the Maturity Date of the relevant Note provided, however, that if the period from the
redemption date to the Maturity Date is not equal to the constant maturity of the Bundesanleihe of the
Federal Republic of Germany for which a weekly average yield is given, the Benchmark Yield shall be
obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average
yields of Bundesanleihen of the Federal Republic of Germany for which such yields are given, except
that if the period from such redemption date to the Maturity Date is less than one year, the weekly
average yield on actually traded Bundesanleihen of the Federal Republic of Germany adjusted to a
constant maturity of one year shall be used.

"Redemption Calculation Date" means the sixth Payment Business Day prior to the date on which the
Notes are redeemed as a result of any event specified in this § 5(3).

(b) Notice of redemption shall be given by the Issuer to the Holders in accordance with § 14 and shall
be delivered to the Fiscal Agent not less than 15 days before and shall at least specify:

(i) the Series of Notes subject to redemption;

(ii) whether such Series is to be redeemed in whole or in part only and, if in part only, the
aggregate principal amount of;

(iii) the Call Redemption Date; and

(iv) the Early Call Redemption Amount.

(c) Notes represented by a global note shall be selected in accordance with the rules of the relevant
Clearing System and a possible partial redemption shall be reflected in the records of CBL and
Euroclear as either a pool factor or a reduction in aggregate principal amount, at the discretion of
CBL and Euroclear.

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(4) Early Redemption at the Option of the Issuer.
(a) The Issuer may, upon notice given in accordance with clause (b), redeem all or some only of the
Notes on the Call Redemption Date(s) or at any time thereafter until the respective subsequent Call
Redemption Date at the respective Call Redemption Amount(s) set forth below together with
accrued interest, if any, to (but excluding) the respective redemption date.

Call Redemption Date(s)
Call Redemption Amount(s)

March 3, 2024
Final Redemption Amount
pursuant to § 4

June 2, 2024
Final Redemption Amount
pursuant to § 4

(b) Notice of redemption shall be given by the Issuer to the Holders of the Notes in accordance with §
14. Such notice shall specify:

(i) the Series of Notes subject to redemption;

(iii) the redemption date, which shall be not less than 30 days nor more than 60 days after the date
on which notice is given by the Issuer to the Holders; and

(ii) whether such Series is to be redeemed in whole or in part only and, if in part only, the
aggregate principal amount of the Notes which are to be redeemed;

(iv) the Call Redemption Amount at which such Notes are to be redeemed.

(c) In the case of a partial redemption of Notes, Notes to be redeemed shall be selected in accordance
with the rules and procedures of the relevant Clearing System. Such partial redemption shall be
reflected in the records of CBL and Euroclear as either a pool factor or a reduction in aggregate
principal amount, at the discretion of CBL and Euroclear.

(5) Early Redemption at the Option of the Holders upon a Change of Control.
(a) If a Change of Control occurs, each Holder shall have the right, but not the obligation, to require the
Issuer to redeem in whole or in part his Notes at the Early Put Redemption Amount (the "Put
Option"). Such Put Option shall operate as set out in the provisions below.

"Change of Control" means the occurrence of any of the fol owing events:

(i) HeidelbergCement AG becomes aware that any person or group of persons acting in concert
within the meaning of § 2(5) of the German Securities Acquisition and Takeover Act
(Wertpapiererwerbs- und Übernahmegesetz, WpÜG) (each an "Acquirer") has become the
legal or beneficial owner of more than 30% of the voting rights of HeidelbergCement AG; or

(ii) the merger of HeidelbergCement AG with or into a third person (as defined below) or the
merger of a third person with or into HeidelbergCement AG, or the sale of all or substantially
all of the assets (determined on a consolidated basis) of HeidelbergCement AG to a third
person other than in a transaction fol owing which (A) in the case of a merger holders that
represented 100% of the voting rights of HeidelbergCement AG own directly or indirectly at
least a majority of the voting rights of the surviving person immediately after such merger and
(B) in the case of a sale of all or substantially all of the assets, each transferee becomes a
guarantor in respect of the Notes and is or becomes a subsidiary of HeidelbergCement AG;

"third person" shall for the purpose of this § 5(3) (a) (ii) mean any person other than a subsidiary
of HeidelbergCement AG.

"Early Put Redemption Amount" means for each Note 101% of the principal amount of such
Note, plus accrued and unpaid interest up to (but excluding) the Put Date (as defined below).

(b) If a Change of Control occurs, then the Issuer shall, without undue delay, after becoming aware
thereof, give notice of the Change of Control (a "Put Event Notice") to the Holders in accordance
with § 14 specifying the nature of the Change of Control and the procedure for exercising the Put
Option contained in this § 5(3).

(c) To exercise the Put Option, the Holder must send within 30 days, after a Put Event Notice has been
published (the "Put Period"), to the specified office of the Fiscal Agent an early redemption notice
in written form ("Put Notice"). In the event that the Put Notice is received after 5:00 p.m. Frankfurt
time on the 30th day after the Put Event Notice by the Issuer has been published, the option shall

8

not have been validly exercised. The Put Notice must specify (i) the total principal amount of the
Notes in respect of which such option is exercised, and (ii) the securities identification numbers of
such Notes, if any. The Put Notice may be in the form available from the specified office of the
Fiscal Agent in the German and English language and includes further information. No option so
exercised may be revoked or withdrawn. The Issuer shall only be required to redeem Notes in
respect of which such option is exercised against delivery of such Notes to the Issuer or to its order.

§ 6
PAYMENTS

(1) (a) Payment of Principal. Payment of principal in respect of Notes represented by a global note shall
be made, subject to paragraph (3) below, to the Clearing System or to its order for credit to the
accounts of the relevant accountholders of the Clearing System upon presentation and surrender of
the global note at the specified office of any Paying Agent outside the United States.

(b) Payment of Interest. Payment of interest on the Notes shall be made, subject to paragraph (3), to
the Clearing System or to its order for credit to the relevant accountholders of the Clearing System
upon due certification as provided in § 1(3)(b).

(2) Manner of Payment. Subject to applicable fiscal and other laws and regulations, payments of
amounts due in respect of the Notes shall be made in the Specified Currency.

(3) United States. "United States" means the United States of America (including the States thereof and
the District of Columbia) and its possessions (including Puerto Rico, the U.S. Virgin Islands, Guam,
American Samoa, Wake Island and Northern Mariana Islands).

(4) Discharge. The Issuer or the Guarantor shall be discharged by payment to, or to the order of, the
Clearing System.

(5) Payment Business Day. If the date for payment of any amount in respect of any Note is not a
Payment Business Day then the Holder shall not be entitled to payment until the next such day in the
relevant place and shall not be entitled to further interest or other payment in respect of such delay. For
these purposes, "Payment Business Day" means a day (other than a Saturday or a Sunday) on which
the Clearing System as well as all relevant parts of the Trans-European Automated Real-time Gross
Settlement Express Transfer System 2 ("TARGET") are open to effect payments.

(6) References to Principal and Interest. Reference in these Terms and Conditions to principal in respect
of the Notes shall be deemed to include, as applicable: the Final Redemption Amount of the Notes; al
amounts mentioned in § 5 with regard to redemption and any premium and any other amounts (other
than interest) which may be payable under or in respect of the Notes.

Reference in these Terms and Conditions to interest in respect of the Notes shall be deemed to include,
as applicable, any Additional Amounts which may be payable under § 8.

(7) Deposit of Principal and Interest. The Issuer may deposit with the Amtsgericht in Frankfurt am Main
principal or interest not claimed by Holders within twelve months after the Maturity Date, even though
such Holders may not be in default of acceptance. If and to the extent that the deposit is effected and
the right of withdrawal is waived, the respective claims of such Holders against the Issuer shall cease.

§ 7
AGENTS

(1) Appointment; Specified Offices. The initial agents and their respective specified offices are:

Fiscal Agent
Deutsche Bank
and Paying Agent:
Aktiengesellschaft
Taunusanlage 12
60325 Frankfurt am Main
Germany

Calculation Agent:
Deutsche Bank
Aktiengesellschaft
Taunusanlage 12
60325 Frankfurt am Main
Germany

Each agent reserves the right at any time to change its specified office to some other specified office in
the same city.

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(2) Termination or Appointment. The Issuer reserves the right at any time to terminate the appointment
of each agent and to appoint another or additional agents. Any termination of appointment, recall
appointment or other change shall only take effect (other than in the case of insolvency, when it shall be
of immediate effect) after not less than 30 nor more than 45 days' prior notice thereof shall have been
given to the Holders in accordance with § 14.

(3) (a) Maintaining of a Fiscal Agent and Paying Agent. The Issuer shall at all times maintain a Fiscal
Agent and in addition to the Fiscal Agent as long as the Notes are listed on the regulated market of
a stock exchange, a Paying Agent (which may be the Fiscal Agent) with a specified office in a place
required by the relevant stock exchange or the relevant regulatory authority.

(b) Maintaining of a Calculation Agent. The Issuer shall at all times maintain a Calculation Agent if a
Calculation Agent has been initially appointed.

(4) Agents of the Issuer. Each agent acts solely as agent of the Issuer and does not assume any
obligations towards or relationship of agency or trust for any Holder.

§ 8
TAXATION

All payments of principal and interest in respect of the Notes shall be made without withholding or
deduction for or on account of any present or future taxes or duties of whatever nature imposed or levied
at source by or on behalf of the relevant tax jurisdiction (as defined in §5(2) above) or any political
subdivision or any authority thereof or therein having power to tax unless such withholding or deduction
is required by law. In such event, the Issuer will pay such additional amounts (the "Additional
Amounts") as shall be necessary in order that the net amounts received by the Holders, after such
withholding or deduction shall equal the respective amounts of principal and interest which would
otherwise have been receivable in the absence of such withholding or deduction; except that no such
Additional Amounts shall be payable on account of any taxes or duties which:

(a) are payable by any person acting as custodian bank or collecting agent on behalf of a Holder, or
otherwise in any manner which does not constitute a deduction or withholding by the Issuer from
payments of principal or interest made by it, or

(b) are payable by reason of the Holder having, or having had, some personal or business connection
with the relevant tax jurisdiction and not merely by reason of the fact that payments in respect of
the Notes are, or for purposes of taxation are deemed to be, derived from sources in, or are
secured in, the relevant tax jurisdiction, or

(c) are deducted or withheld pursuant to (i) any European Union Directive or Regulation concerning the
taxation of interest income, or (ii) any international treaty or understanding relating to such taxation
and to which the relevant tax jurisdiction or the European Union is a party, or (iii) any provision of
law implementing, or complying with, or introduced to conform with, such Directive, Regulation,
treaty or understanding, or

(d) are payable by reason of a change in law that becomes effective more than 30 days after the
relevant payment becomes due, or is duly provided for and notice thereof is published in
accordance with § 14, whichever occurs later.

§ 9
EVENTS OF DEFAULT

(1) Events of default. If any one or more of the following events (each an "Event of Default") shall occur
or be continuing:

(a) Non-Payment of Principal or Interest. the Issuer fails to pay any amount due under the Notes, or
the Guarantor fails to pay any amount due under the Guarantee (as defined in § 2), within 30 days
from the relevant due date; or
(b) Breach of other Obligation. the Issuer fails duly to perform, or is otherwise in breach of, any
covenant or undertaking or other agreement of the Issuer in respect of the Notes or the Guarantor
fails to perform, or is otherwise in breach of, any other obligation arising from the Guarantee (other
than any obligation for the payment of any amount due in respect of any of the Notes) and such
failure or breach continues for a period of 30 days after notice thereof has been given to the Issuer
or the Guarantor; or
(c) Cross Default. any Capital Market Indebtedness (as defined in § 2) of Hanson Limited (as long as
the Hanson Guarantee is outstanding) or HeidelbergCement AG or any of its Principal Subsidiaries

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in each case in excess of 50,000,000 or the equivalent thereof becomes prematurely repayable
as a result of a default in respect of the terms thereof, or Hanson Limited (as long as the Hanson
Guarantee is outstanding) or HeidelbergCement AG or any of its Principal Subsidiaries fails to fulfil
payment obligations in excess of 50,000,000 or the equivalent thereof under any Capital Market
Indebtedness or under any guarantee or suretyship given for any Capital Market Indebtedness of
others within 30 days from its due date or, in the case of a guarantee or suretyship, within 30 days
after the guarantee or suretyship has been invoked, unless Hanson Limited (as long as the Hanson
Guarantee is outstanding) or HeidelbergCement AG or the relevant Principal Subsidiary shall
contest in good faith that such payment obligation exists or is due or that such guarantee or
suretyship has been validly invoked, or if a security granted therefor is enforced on behalf of or by
the creditor(s) entitled thereto; or
(d) Liquidation. an order is made or an effective resolution is passed for the winding-up or dissolution
of the Issuer, the Guarantor or any of the Principal Subsidiaries of HeidelbergCement AG, except (i)
for the purposes of or pursuant to a consolidation, amalgamation, merger or other form of
combination with another company and such other or new company assumes all obligations of
HeidelbergCement AG, Hanson Limited (as long as the Hanson Guarantee is outstanding) or any
of the Principal Subsidiaries of HeidelbergCement AG, as the case may be, in connection with the
Notes; or (ii) for the purposes of a voluntary solvent winding-up or dissolution in connection with the
transfer of all or the major part of the assets or shares of a Principal Subsidiary to
HeidelbergCement AG Hanson Limited (as long as the Hanson Guarantee is outstanding) or
another Subsidiary of HeidelbergCement AG; or
(e) Cessation of Payment. (i) HeidelbergCement AG, Hanson Limited (as long as the Hanson
Guarantee is outstanding) or any of the Principal Subsidiaries of HeidelbergCement AG stops
payment (within the meaning of any applicable insolvency law) or (ii) (otherwise than for the
purposes of such a consolidation, amalgamation, merger or other form of combination as is referred
to in paragraph (d)) ceases or through an official action of its competent management body
threatens to cease to carry on business or is unable to pay its debts as and when they fal due; or
(f) Insolvency etc. HeidelbergCement AG, Hanson Limited (as long as the Hanson Guarantee is
outstanding) or any of the Principal Subsidiaries of HeidelbergCement AG or any third party files an
application under any applicable bankruptcy, reorganization, composition or insolvency law against
HeidelbergCement AG Hanson Limited (as long as the Hanson Guarantee is outstanding) or any of
the Principal Subsidiaries of HeidelbergCement AG and, in the case of an application by a third
party the application is not dismissed within 30 days or HeidelbergCement AG, Hanson Limited (as
long as the Hanson Guarantee is outstanding) or any of the Principal Subsidiaries of
HeidelbergCement AG makes a conveyance or assignment for the benefit of its creditors ; or
(g) Breach of obligations vis-à-vis the Holders in the case of a Change of Control. the Issuer fails to
duly perform its obligations under § 5(3) in case of a Change of Control; or
(h) Adverse Judgments. a final and enforceable judgment and/or order for the payment of an amount
exceeding (individually or when aggregated with other judgment(s) and/or order(s) 50,000,000 (or
its equivalent in the applicable currency) is rendered against HeidelbergCement AG, Hanson
Limited (as long as the Hanson Guarantee is outstanding) or a Principal Subsidiary of
HeidelbergCement AG and such judgments or orders is not satisfied within a period of 30 days
after the rendering of the judgment and/or order or no other steps preventing enforcement have
been successfully taken within such 30 days' period; or
(i) Consolidated Coverage Ratio. HeidelbergCement AG does not report in each of (i) its group report
published with the consolidated annual financial statements (ii) its half year report or (iii) its
quarterly reports for the first and third quarter of each fiscal year the amount of the Consolidated
EBITDA and the Consolidated Interest Expenses as of the last day of the reporting period in a
manner which allows the calculation of the Consolidated Coverage Ratio (as defined in Annex A)
for the relevant dates;

then any Holder may, by written notice to the Issuer at the specified office of the Fiscal Agent, effective
upon the date of receipt thereof by the Fiscal Agent, declare his Notes to be forthwith due and payable
whereupon the same shall become forthwith due and payable at the Final Redemption Amount, together
with accrued interest (if any) to the date of repayment, without presentment, demand, protest or other
notice of any kind.

The right to declare Notes due shall terminate if the situation giving rise to it has been cured before the
right is exercised.