Obligation Heidelberg MateriaLux S.A. 2.5% ( XS2154336338 ) en EUR

Société émettrice Heidelberg MateriaLux S.A.
Prix sur le marché 100 %  ▲ 
Pays  Allemagne
Code ISIN  XS2154336338 ( en EUR )
Coupon 2.5% par an ( paiement annuel )
Echéance 09/10/2024 - Obligation échue



Prospectus brochure de l'obligation Heidelberg Mater.Fin.Lux. S.A XS2154336338 en EUR 2.5%, échue


Montant Minimal /
Montant de l'émission /
Description détaillée Heidelberg Mater.Fin.Lux. S.A. est une société holding luxembourgeoise spécialisée dans la gestion d'actifs et les investissements, principalement dans le secteur des matériaux de construction.

L'Obligation émise par Heidelberg MateriaLux S.A. ( Allemagne ) , en EUR, avec le code ISIN XS2154336338, paye un coupon de 2.5% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 09/10/2024







Medium Term Note Programme Prospectus
April 14, 2021
This document constitutes two base prospectuses for the purposes of Article 8(1) of Regulation (EU) 2017/1129 of the European Parliament and of
the Council of June 14, 2017, as amended (the "Prospectus Regulation"): (i) the base prospectus of HeidelbergCement AG in respect of non-
equity securities within the meaning of Article 2(c) of the Prospectus Regulation ("Non-Equity Securities"),and (ii) the base prospectus of
HeidelbergCement Finance Luxembourg S.A. in respect of Non-Equity Securities (together, the "Medium Term Note Programme Prospectus" or
the "Prospectus").

HEIDELBERGCEMENT AG
(incorporated in Germany)

and
HEIDELBERGCEMENT FINANCE LUXEMBOURG S.A.
(a public limited liability company (société anonyme) incorporated in the Grand Duchy of Luxembourg with registered office at 5, rue
des Primeurs, L-2361 Strassen, Grand Duchy of Luxembourg and registered with the Luxembourg Register of Trade and
Companies under number B40962)
(Notes (as defined below) issued by HeidelbergCement Finance Luxembourg S.A. are guaranteed by HeidelbergCement AG on the
terms described in this document)
10,000,000,000 Euro Medium Term Note Programme
(the "Programme")
HeidelbergCement AG and HeidelbergCement Finance Luxembourg S.A. will issue from time to time notes under the Programme
(the "Notes"). The payments of all amounts due in respect of Notes issued by HeidelbergCement Finance Luxembourg S.A. will be
unconditionally and irrevocably guaranteed by a guarantee of HeidelbergCement AG dated November 18, 2016 (the "Guarantee").
HeidelbergCement AG is herein referred to as the "Guarantor".
This Prospectus has been approved by the Luxembourg Commission de Surveillance du Secteur Financier (the "CSSF") as competent
authority under the Prospectus Regulation. The CSSF only approves this Prospectus as meeting the standards of completeness,
comprehensibility and consistency imposed by the Prospectus Regulation. Such approval should not be considered as an
endorsement of the issuer or of the quality of the Notes that are the subject of this Prospectus. Investors should make their own
assessment as to the suitability of investing in the Notes.
Application has been made to list Notes issued under the Programme on the official list of the Luxembourg Stock Exchange and to
trade Notes on the Regulated Market "Bourse de Luxembourg" or on the professional segment of the Regulated Market of the
Luxembourg Stock Exchange. The Luxembourg Stock Exchange's Regulated Market is a regulated market for the purposes of the
Market in Financial Instruments Directive 2014/65/EU, as amended (the "Regulated Market"). Notes issued under the Programme
may also be listed on further stock exchanges or may not be listed at all.
Each Issuer has requested the CSSF as competent authority under the Prospectus Regulation and the Luxembourg law relating to
prospectuses for securities dated July 16, 2019 (Loi du 16 juillet 2019 relative aux prospectus pour valeurs mobilières et portant mise
en oeuvre du règlement (UE) 2017/1129 - the "Luxembourg Law") to provide the competent authorities in the Federal Republic of
Germany ("Germany"), the Republic of Austria, the Republic of Ireland and the Netherlands with a certificate of approval attesting
that the Prospectus has been drawn up in accordance with the Prospectus Regulation ("Notification"). Each Issuer may request the
CSSF to provide competent authorities in additional host Member States within the European Economic Area with a Notification.
Pursuant to Article 6(4) of the Luxembourg Law, the CSSF shall give no undertaking as to the economic and financial soundness of
the operation or the quality or solvency of the issuer by approving a prospectus.
Prospective purchasers of the Notes should refer to the Risk Factors disclosed on pages 11 to 26 of this Prospectus.
Arranger

Deutsche Bank

Dealers
Barclays
BayernLB
BNP PARIBAS
BofA Securities
Citigroup
Commerzbank
Crédit Agricole CIB
Danske Bank
Deutsche Bank
Helaba
IMI ­ Intesa Sanpaolo
ING
J.P. Morgan
Landesbank Baden-Württemberg
Mediobanca
Morgan Stanley
Raiffeisen Bank
SEB
International AG
Standard Chartered Bank AG
This Prospectus will be published in electronic form on the website of the Luxembourg Stock Exchange (www.bourse.lu). This
Prospectus is valid for a period of 12 months after its approval. The validity ends upon expiration of April 14, 2022. There is no
obligation to supplement the Prospectus in the event of significant new factors, material mistakes or material inaccuracies
when the Prospectus is no longer valid.



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RESPONSIBILITY STATEMENT
HeidelbergCement AG, with its registered office in Heidelberg, Germany ("HeidelbergCement" or "HC" or "HC
AG", an "Issuer" or the "Guarantor", together with its consolidated group companies, the "HeidelbergCement
Group" or the "HC Group" or the "Group"), and HeidelbergCement Finance Luxembourg S.A., with its registered
office in Luxembourg ("HC Finance Lux" or "HC Finance S.A." or an "Issuer" and together with
HeidelbergCement the "Issuers") are solely responsible for the information given in this Prospectus.
Each of the Issuers hereby declares that to the best of its knowledge (each having taken all reasonable care to
ensure that such is the case) (i) this Prospectus contains all information with respect to HeidelbergCement AG
and its subsidiaries taken as a whole and to the Notes and the Guarantee (as defined below) which is material
in the context of the issue and offering of the Notes and the Guarantee, including all information which, according
to the particular nature of the Issuers and the Guarantor (as defined below) and of the Notes and the Guarantee
is necessary to enable investors and their investment advisers to make an informed assessment of the assets
and liabilities, financial position, profits and losses, and prospects of the relevant Issuer, the Guarantor and HC
Group and of the rights attached to the Notes and the Guarantee; (ii) the statements contained in this Prospectus
relating to the Issuers, the Guarantor, HC Group, the Notes and the Guarantee are in every material particular
true and accurate and not misleading; (i i) there are no other facts in relation to the Issuers, the Guarantor, HC
Group, the Notes or the Guarantee the omission of which would, in the context of the issue and offering of the
Notes, make any statement in the Prospectus misleading in any material respect; and (iv) reasonable enquiries
have been made by the Issuers to ascertain such facts and to verify the accuracy of all such information and
statements.
NOTICE
This Prospectus should be read and understood in conjunction with any supplement hereto and with any other
document incorporated herein by reference. Full information on the Issuers and any tranche of Notes is only
available on the basis of the combination of this Prospectus and the relevant final terms (the "Final Terms").
Each of the Issuers accepts responsibility for the information contained in this Prospectus and has confirmed to
the dealers set forth on the cover page and any new dealer appointed from time to time under the Programme
(each a "Dealer" and together the "Dealers") that this Prospectus contains all information with regard to
HeidelbergCement and HC Finance Lux and the Notes which is necessary to enable investors to make an
informed assessment of the assets and liabilities, financial position, profit and losses and prospects of the Issuers
and the rights attaching to the Notes which is material in the context of the Programme, that the information
contained in this Prospectus with respect to HeidelbergCement and HC Finance Lux and the Notes is accurate
and complete in all material respects and is not misleading, that the opinions and intentions expressed herein
with respect to HeidelbergCement and HC Finance Lux and the Notes are honestly held, that there are no other
facts with respect to HeidelbergCement and HC Finance Lux or the Notes the omission of which would make this
Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading
in any material respect and that the Issuers have made all reasonable enquiries to ascertain all facts material for
the purposes aforesaid.
Each of the Issuers has undertaken with the Dealers to publish a supplement to this Prospectus or to publish a
new Prospectus if and when the information herein should become materially inaccurate or incomplete or in the
event of any significant new factor, material mistake or material inaccuracy relating to the information included in
this Prospectus which is capable of affecting the assessment of the Notes and, where approval by the CSSF of
any such document is required, upon such approval having been given.
No person has been authorized to give any information which is not contained in or not consistent with this
Prospectus or any other information supplied in connection with the Programme and, if given or made, such
information must not be relied upon as having been authorized by or on behalf of any Issuer or any of the Dealers.
The offering, sale or delivery of any Notes may not be taken as an implication that the information contained in
such documents is accurate and complete subsequent to their respective dates of issue or that there has been
no adverse change in the financial condition of the Issuers and the Guarantor since such date or that any other
information supplied in connection with the Programme is accurate at any time subsequent to the date on which
it is supplied or, if different, the date indicated in the document containing the same.
To the extent permitted by the laws of any relevant jurisdiction, neither the Arranger nor any Dealer nor any
person mentioned in this document other than the Issuers accepts any responsibility for the accuracy and
completeness of the information contained in this Prospectus or any supplement hereof, or any other document
incorporated by reference nor for the information contained in any Final Terms.
The distribution of this Prospectus and any Final Terms and the offering, sale and delivery of Notes in certain
jurisdictions may be restricted by law. Persons into whose possession this Prospectus or any Final Terms comes



3
are required to inform themselves about and observe any such restrictions. For a description of the restrictions
applicable in the United States of America, the European Economic Area in general, the United Kingdom, Japan,
Italy, Switzerland and Singapore, see "Selling Restrictions". In particular, the Notes have not been and wil not
be registered under the United States Securities Act of 1933, as amended, (the "Securities Act") and are subject
to tax law requirements of the United States of America; subject to certain exceptions, Notes may not be offered,
sold or delivered within the United States of America or to U.S. persons.
The Notes may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are
accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of
the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration
Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the Notes must be made in
accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable
securities laws. Securities legislation in certain provinces or territories of Canada may provide a purchaser with
remedies for rescission or damages if this Prospectus (including any amendment thereto) contains a
misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within
the time limit prescribed by the securities legislation of the purchaser's province or territory. The purchaser should
refer to any applicable provisions of the securities legislation of the purchaser's province or territory for particulars
of these rights or consult with a legal advisor. Pursuant to section 3A.3 (or, in the case of securities issued or
guaranteed by the government of a non-Canadian jurisdiction, section 3A.4) of National Instrument 33-105
Underwriting Conflicts (NI 33-105), the Dealers are not required to comply with the disclosure requirements of NI
33-105 regarding underwriter conflicts of interest in connection with any offering.
MIFID II product governance / target market ­ The Final Terms in respect of any Notes may include a legend
entitled "MiFID II Product Governance" which will outline the target market assessment in respect of the Notes
and which channels for distribution of the Notes are appropriate. Any person subsequently offering, selling or
recommending the Notes (a "distributor") should take into consideration the target market assessment;
however, a distributor subject to Directive 2014/65/EU (as amended, "MiFID II") is responsible for undertaking
its own target market assessment in respect of the Notes (by either adopting or refining the target market
assessment) and determining appropriate distribution channels.
UK MiFIR product governance / target market ­ The Final Terms in respect of any Notes may include a legend
entitled "UK MiFIR Product Governance" which will outline the target market assessment in respect of the Notes
and which channels for distribution of the Notes are appropriate. Any person subsequently offering, selling or
recommending the Notes (a "distributor") should take into consideration the target market assessment;
however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook
(the "UK MiFIR Product Governance Rules") is responsible for undertaking its own target market assessment
in respect of the Notes (by either adopting or refining the target market assessment) and determining appropriate
distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the MiFID Product
Governance rules under EU Delegated Directive 2017/593 (the "MiFID Product Governance Rules") or the UK
MiFIR Product Governance Rules, any Dealer subscribing for any Notes is a manufacturer in respect of such
Notes, but otherwise neither the Arranger nor the Dealers nor any of their respective affiliates wil be a
manufacturer for the purpose of the MiFID Product Governance Rules or the UK MiFIR Product Governance
Rules.
PRIIPs / IMPORTANT ­ EEA RETAIL INVESTORS ­ If the Final Terms in respect of any Notes include a legend
entitled "Prohibition of Sales to EEA Retail Investors", the Notes are not intended to be offered, sold or
otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in
the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more)
of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of
Directive 2016/97/EU, as amended, where that customer would not qualify as a professional client as defined in
point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Regulation.
Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the
"PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in
the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to
any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
IMPORTANT ­ UK RETAIL INVESTORS ­ If the Final Terms in respect of any Notes include a legend entitled
"PROHIBITION OF SALES TO UK RETAIL INVESTORS", the Notes are not intended to be offered, sold or
otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in
the United Kingdom of Great Britain and North Ireland ("UK"). For these purposes, a retail investor means a
person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565,
as amended as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA");
or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Authority ("FSMA")
and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer
would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014
as it forms part of UK domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2


4
of Regulation (EU) 2017/1129 as it forms part of UK domestic law by virtue of the EUWA. Consequently no key
information document required by Regulation (EU) No 1286/2014 as it forms part of UK domestic law by virtue
of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise making them available
to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making
them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
Product classification requirements in Singapore: The Notes are prescribed capital markets products (as
defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and Excluded Investment
Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice
FAA-N16: Notice on Recommendations on Investment Products).
The language of the Prospectus is English. Any part of the Prospectus in the German language constitutes a
translation. In respect of the issue of any Tranche (as defined below) of Notes under the Programme, the German
text of the Terms and Conditions may be controlling and binding if so specified in the relevant Final Terms. In
respect of the Guarantee the German language version of the Guarantee is controlling and binding as to form
and content, and all rights and obligations of the Holders and the Guarantor thereunder.
This Prospectus may be used for subsequent offers by the Dealers and/or further financial intermediaries
only for the period so specified in the Final Terms for the relevant Tranche of Notes.
Neither this Prospectus nor any Final Terms may be used for the purpose of an offer or solicitation by
anyone in any jurisdiction in which such offer or solicitation is not authorized or to any person to whom
it is unlawful to make such an offer or solicitation.
Neither this Prospectus nor any Final Terms constitute an offer or invitation by or on behalf of the
relevant Issuer or the Dealers to any person to subscribe for or to purchase any Notes.
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the
stabilizing manager(s) (or persons acting on behalf of any stabilizing manager(s)) in the applicable Final
Terms may over-allot Notes or effect transactions with a view to supporting the price of the Notes at a
level higher than that which might otherwise prevail. However, stabilization may not necessarily occur.
Any stabilization action may begin on or after the date on which adequate public disclosure of the terms
of the offer of the relevant Tranche of Notes is made and, if begun, may cease at any time, but it must
end no later than the earlier of 30 days after the issue date and 60 days after the date of the allotment of
the relevant Tranche of Notes. Any stabilization action or over-allotment must be conducted by the
relevant stabilizing manager(s) (or person(s) acting on behalf of any stabilizing manager(s)) in
accordance with all applicable laws and rules.
The information on any website included in the Prospectus, except for the website www.bourse.lu in the context
of the documents incorporated by reference, do not form part of the Prospectus and has not been scrutinized or
approved by the CSSF.
Amounts payable under Floating Rate Notes are calculated by reference to (i) EURIBOR (Euro Interbank Offered
Rate) which is provided by the European Money Markets Institute (EMMI) or (ii) LIBOR (London Interbank Offered
Rate) which is provided by the ICE Benchmark Administration Limited (IBA). As at the date of this Prospectus,
EMMI appears whereas IBA does not appear on the register of administrators and benchmarks established and
maintained by the European Securities and Markets Authority (ESMA) pursuant to Article 36 of the Benchmarks
Regulation (Regulation (EU) 2016/1011, as amended) ("BMR"). As far as the Issuer is aware, the transitional
provisions in Article 51 of the BMR apply, such that IBA is not currently required to obtain authorisation or
registration (or, if located outside the European Union, recognition, endorsement or equivalence).
Certain amounts which appear in this Prospectus have been subject to rounding adjustments; accordingly,
figures shown as totals in certain tables may not be an arithmetic aggregation of the figures which precede them.
Forward-Looking Statements
This Prospectus contains certain forward-looking statements. A forward-looking statement is a statement that
does not relate to historical facts and events. They are based on analyses or forecasts of future results and
estimates of amounts not yet determinable or foreseeable. These forward-looking statements are identified by
the use of terms and phrases such as "anticipate", "believe", "could", "estimate", "expect", "intend", "may", "plan",
"predict", "project", "will" and similar terms and phrases, including references and assumptions. This applies, in
particular, to statements in this Prospectus containing information on future earning capacity, plans and
expectations regarding HeidelbergCement Group's business and management, its growth and profitability, and
general economic and regulatory conditions and other factors that affect it.
Forward-looking statements in this Prospectus are based on current estimates and assumptions that the Issuers
make to the best of their present knowledge. These forward-looking statements are subject to risks, uncertainties
and other factors which could cause actual results, including HeidelbergCement Group's financial condition and


5
results of operations, to differ materially from and be worse than results that have expressly or implicitly been
assumed or described in these forward-looking statements. HeidelbergCement Group's business is also subject
to a number of risks and uncertainties that could cause a forward-looking statement, estimate or prediction in this
Prospectus to become inaccurate. Accordingly, investors are strongly advised to read the following sections of
this Prospectus: "Risk Factors", "HeidelbergCement AG" and "HeidelbergCement Finance Luxembourg S.A.".
These sections include more detailed descriptions of factors that might have an impact on HeidelbergCement
Group's business and the markets in which it operates.
In light of these risks, uncertainties and assumptions, future events described in this Prospectus may not occur.
In addition, neither the Issuers nor the Dealers assume any obligation, except as required by law, to update any
forward-looking statement or to conform these forward-looking statements to actual events or developments.


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TABLE OF CONTENTS
Page
General Description of the Programme and Issue Procedures ......................................................................8
Risk Factors .......................................................................................................................................................11
Risks relating to HeidelbergCement AG as Issuer and Guarantor ..............................................................11
Risks relating to HeidelbergCement Finance Luxembourg S.A. as Issuer ..................................................20
Risks relating to the Notes ...........................................................................................................................20
Consent to the Use of the Prospectus ............................................................................................................27
HeidelbergCement AG ......................................................................................................................................28
The Business of HC Group ..........................................................................................................................28
Selected Historical Financial Information Regarding HC Group ..................................................................29
Organizational Structure ..............................................................................................................................30
Formation, Incorporation, History and Development ...................................................................................31
Registered Office, Fiscal Year, Duration .....................................................................................................31
Object of HeidelbergCement AG .................................................................................................................31
Statutory Auditor ..........................................................................................................................................32
Subscribed Share Capital ............................................................................................................................32
Conditional Share Capital ............................................................................................................................33
Shareholders ...............................................................................................................................................33
Business Description ...................................................................................................................................34
Key Business Data ......................................................................................................................................38
Raw Materials ..............................................................................................................................................41
Investments .................................................................................................................................................43
Financing .....................................................................................................................................................43
Management and Administrative Bodies .....................................................................................................44
Material Contracts .......................................................................................................................................47
Regulatory Environment ..............................................................................................................................47
Litigation/Administrative and Governmental Proceedings ...........................................................................56
Incorporation by Reference of Historical Financial Information ...................................................................62
Ratings ........................................................................................................................................................62
Outlook ........................................................................................................................................................62
HeidelbergCement Finance Luxembourg S.A. ...............................................................................................65
History and Development of HeidelbergCement Finance Luxembourg S.A. ...............................................65
Statutory Auditor ..........................................................................................................................................65
Selected Historical Financial Information ....................................................................................................65
Business Overview ......................................................................................................................................66
Organizational Structure ..............................................................................................................................66
Administrative and Management Bodies and Corporate Governance ........................................................66
Shareholders' Annual General Meeting .......................................................................................................67
Major Shareholders .....................................................................................................................................67
Interim and other Financial Information .......................................................................................................67
Legal, Arbitration and Governmental Proceedings ......................................................................................67
Additional Information ..................................................................................................................................67
Incorporation by Reference of Historical Financial Information ...................................................................67
Ratings ........................................................................................................................................................68
Terms and Conditions of the Notes - English Language Version ................................................................69
Option I - Terms and Conditions that apply to Notes with fixed interest rates .............................................69
Option II ­ Terms and Conditions that apply to Notes with floating interest rates .......................................91
Terms and Conditions of the Notes ­ German Language Version .............................................................114
Option I - Anleihebedingungen für Schuldverschreibungen mit fester Verzinsung ...................................114
Option II - Anleihebedingungen für Schuldverschreibungen mit variabler Verzinsung ..............................140


7
Form of Final Terms/Muster Endgültige Bedingungen ................................................................................165
Guarantee of HeidelbergCement AG/Garantie der HeidelbergCement AG ................................................181
Description of Rules regarding Resolutions of Holders ..............................................................................186
Taxation Warning ............................................................................................................................................188
Selling Restrictions .........................................................................................................................................189
General Information ........................................................................................................................................194
Interests of Natural and Legal Persons involved in the Issue/Offer ...........................................................194
Use of Proceeds ........................................................................................................................................194
Authorization ..............................................................................................................................................194
Listing and Admission to Trading ..............................................................................................................194
Significant Changes in the Financial Position ............................................................................................194
Trend Information ......................................................................................................................................194
Documents Available .................................................................................................................................194
Documents Incorporated by Reference ........................................................................................................196
Addresses ........................................................................................................................................................198



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GENERAL DESCRIPTION OF THE PROGRAMME AND ISSUE PROCEDURES
I. General Description of the Programme
Under this 10,000,000,000 Euro Medium Term Note Programme, HeidelbergCement AG and HC Finance Lux
may from time to time issue notes (the "Notes") to one or more of the following Dealers: Barclays Bank Ireland
PLC, Bayerische Landesbank, BNP Paribas, BofA Securities Europe SA, Citigroup Global Markets Europe AG,
Citigroup Global Markets Limited, Commerzbank Aktiengesellschaft, Crédit Agricole Corporate and Investment
Bank, Danske Bank A/S, Deutsche Bank Aktiengesellschaft, ING Bank N.V., Intesa Sanpaolo S.p.A., J.P. Morgan
AG, Landesbank Baden-Württemberg, Landesbank Hessen-Thüringen Girozentrale, Mediobanca - Banca di
Credito Finanzario S.p.A., Morgan Stanley Europe SE, Raiffeisen Bank International AG, Skandinaviska Enskilda
Banken AB (publ), Standard Chartered Bank AG and any additional Dealer appointed under the Programme
from time to time by the Issuer(s), which appointment may be for a specific issue or on an ongoing basis (together,
the "Dealers").
Deutsche Bank Aktiengesellschaft acts as arranger in respect of the Programme (the "Arranger").
The maximum aggregate principal amount of the Notes outstanding at any one time under the Programme will
not exceed 10,000,000,000 (or its equivalent in any other currency). The Issuers may increase the amount of
the Programme in accordance with the terms of the Dealer Agreement from time to time.
The Notes issued by HC Finance Lux will have the benefit of the guarantee given by HeidelbergCement AG (the
"Guarantee"). The Guarantee dated November 18, 2016 constitutes an unconditional, unsecured and
unsubordinated obligation of HeidelbergCement AG and ranks pari passu with all other unsecured and
unsubordinated obligations of HeidelbergCement AG.
Notes may be issued on a continuing basis to one or more of the Dealers. Notes may be distributed by way of
public offer or private placements and, in each case, on a syndicated or non-syndicated basis. The method of
distribution of each tranche ("Tranche") will be stated in the relevant final terms (the "Final Terms"). Notes may
be offered to qualified and non-qualified investors, unless the applicable Final Terms include legends entitled
"PROHIBITION OF SALES TO EEA RETAIL INVESTORS" and "PROHIBITION OF SALES TO UK RETAIL
INVESTOR".
Notes will be issued in Tranches, each Tranche in itself consisting of Notes which are identical in all respects.
One or more Tranches, which are expressed to be consolidated and forming a single series and identical in all
respects, but having different issue dates, interest commencement dates, issue prices and dates for first interest
payments may form a series ("Series") of Notes. Further Notes may be issued as part of existing Series. The
specific terms of each Tranche (which will be supplemented, where necessary, with supplemental terms and
conditions) will be set forth in the applicable Final Terms.
Notes wil be issued in such denominations as may be agreed between the relevant Issuer and the relevant
Dealer(s) and as indicated in the applicable Final Terms save that the minimum denomination of the Notes wil
be, if in euro, 1,000, and, if in any currency other than euro, an amount in such other currency nearly equivalent
to 1,000 at the time of the issue of the Notes. Subject to any applicable legal or regulatory restrictions, and
requirements of relevant central banks, Notes may be issued in euro or any other currency. The Notes will be
issued with a maturity of twelve months or more. The Notes will be freely transferable.
Notes may be issued at an issue price which is at par or at a discount to, or premium over, par, as stated in the
relevant Final Terms. The issue price for Notes to be issued will be determined at the time of pricing on the basis
of a spread which will be determined on the basis of the orders of the investors which are received by the Dealers
during the offer period. Orders will specify a minimum spread and may only be confirmed at or above such
spread. The resulting spread will be used to determine an issue price, all to correspond to the spread.
The yield for Notes with fixed interest rates will be calculated by the use of the ICMA method, which determines
the effective interest rate of notes taking into account accrued interest on a daily basis.
The Risk Factors included into this Prospectus are limited to risks which are (i) specific to HeidelbergCement AG
and HC Finance Lux as Issuers and Guarantor, as the case may be, as well as the Notes, and (ii) are material
for taking an informed investment decision. They are presented in a limited number of categories depending on
their nature. In each category the most material risk factor is mentioned first.
Under this Prospectus a summary will only be drawn up in relation to an issue of Notes with a denomination of
less than 100,000 (or its equivalent in other currencies). Such an issue-specific summary will be annexed to
the applicable Final Terms.


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Application has been made to the CSSF, which is the Luxembourg competent authority for the purpose of the
Prospectus Regulation for its approval of this Prospectus.
Application has been made to the Luxembourg Stock Exchange for Notes issued under this Prospectus to be
admitted to trading on the Luxembourg Stock Exchange's Regulated Market or on the professional segment of
the Regulated Market and to be listed on the official list of the Luxembourg Stock Exchange. The Programme
provides that Notes may be listed on further stock exchanges, as may be agreed between the relevant Issuer
and the relevant Dealer(s) in relation to each issue. Notes may further be issued under the Programme which
will not be listed on any stock exchange.
Notes will be accepted for clearing through one or more Clearing Systems as specified in the applicable Final
Terms. These systems will comprise those operated by Clearstream Banking AG, Frankfurt am Main,
Clearstream Banking S.A., Luxembourg and Euroclear Bank SA/NV. Notes denominated in euro or, as the case
may be, such other currency recognized from time to time for the purposes of eligible collateral for Eurosystem
monetary policy and intra-day credit operations by the Eurosystem, are intended to be held in a manner, which
would allow Eurosystem eligibility. Therefore, these Notes will initially be deposited upon issue with in the case
of (i) a new global note either Clearstream Banking S.A., Luxembourg or Euroclear Bank SA/NV as common
safekeeper or, (ii) a classical global note Clearstream Banking AG, Frankfurt am Main. It does not necessarily
mean that the Notes will be recognized as eligible collateral for Eurosystem monetary policy and intra-day credit
operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition wil
depend upon satisfaction of the Eurosystem eligibility criteria.
Deutsche Bank Luxembourg S.A. will act as Luxembourg Listing Agent and Deutsche Bank Aktiengesellschaft
will act as fiscal agent and paying agent (the "Fiscal Agent").
Sustainability-Linked Notes
The Issuers intend to issue Sustainability-Linked Notes under the Programme where the interest rate will be
linked to reaching a sustainability performance target (the "Sustainability Performance Target") in relation to a
key performance indicator ("KPI") which is core, relevant and material to HeidelbergCement's business:
KPI ­ means the specific net CO2 emissions per tonne of cementitious material (Scope 1) as published in
the SPT Report. The calculation follows the Global Cement and Concrete Association (GCCA)
Sustainability Guidelines for the monitoring and reporting of CO2 emissions from cement manufacturing,
which can be found on the website https://gccassociation.org/. Cementitious material is defined following
the Cement Sustainability Initiative (CSI)/GCCA definition: Total clinker produced plus mineral
components consumed for blending and production of cement substitutes, including clinker sold, excluding
clinker bought.
HeidelbergCement plans to adopt and publish a "Sustainability-Linked Financing Framework" prior to the issue
of any Sustainability-Linked Notes. The Sustainability-Linked Financing Framework will be available on the
Issuer's website (www.heidelbergcement.com). The specific terms and conditions of the Sustainability-Linked
Notes and the Sustainability-Linked Financing Framework will be aligned to any applicable guidelines and market
standards.
In relation to issues of Sustainability-Linked Notes HeidelbergCement will report annually information required to
calculate or observe the performance of the KPI in relation to the Sustainability Performance Target in the
sustainability report of HeidelbergCement AG ("SPT Report") and will engage an external auditor to issue at
least a limited assurance report regarding seleced information contained in the SPT Report ("Limited Assurance
Report"). Each of the SPT Report and the Limited Assurance Report will be available on the Issuer's website
(www.heidelbergcement.com).
II. Issue Procedures
General
The relevant Issuer and the relevant Dealer(s) will agree on the terms and conditions applicable to each particular
Tranche of Notes (the "Conditions"). The Conditions will be constituted by the relevant set of Terms and
Conditions of the Notes set forth below (the "Terms and Conditions") as further specified by the Final Terms
(the "Final Terms") as described below.
Options for sets of Terms and Conditions
A separate set of Terms and Conditions applies to each type of Notes, as set forth below. The Final Terms
provide for the relevant Issuer to choose between the following Options:
- Option I ­ Terms and Conditions for Notes with fixed interest rates;


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- Option II ­ Terms and Conditions for Notes with floating interest rates.
Documentation of the Conditions
The relevant Issuer may document the Conditions of an individual issue of Notes in either of the following ways:
- The Final Terms shall be completed as set out therein. The Final Terms shall determine which of the Option
I or Option II, including certain further options contained therein, respectively, shall be applicable to the
individual issue of Notes by replicating the relevant provisions and completing the relevant placeholders of
the relevant set of Terms and Conditions as set out in the Prospectus in the Final Terms. The replicated and
completed provisions of the set of Terms and Conditions alone shall constitute the Conditions, which wil be
attached to each global note representing the Notes of the relevant Tranche. This type of documentation of
the Conditions wil be required where the Notes are publicly offered, in whole or in part, or are to be initially
distributed, in whole or in part, to non-qualified investors.
- Alternatively, the Final Terms shall determine which of Option I or Option II and of the respective further
options contained in each of Option I and Option II are applicable to the individual issue by referring to the
relevant provisions of the relevant set of Terms and Conditions as set out in the Prospectus only. The Final
Terms will specify that the provisions of the Final Terms and the relevant set of Terms and Conditions as set
out in the Prospectus, taken together, shall constitute the Conditions. Each global note representing a
particular Tranche of Notes will have the Final Terms and the relevant set of Terms and Conditions as set out
in the Prospectus attached.
Determination of Options / Completion of Placeholders
The Final Terms shall determine which of the Option I or Option II shall be applicable to the individual issue of
Notes. Each of the sets of Terms and Conditions of Option I or Option II contains also certain further options
(characterized by indicating the respective optional provision through instructions and explanatory notes set out
either on the left of or in square brackets within the text of the relevant set of Terms and Conditions as set out in
the Prospectus) as well as placeholders (characterized by square brackets which include the relevant items)
which wil be determined by the Final Terms as follows:
Determination of Options
The relevant Issuer will determine which options will be applicable to the individual issue either by replicating the
relevant provisions in the Final Terms or by reference of the Final Terms to the respective sections of the relevant
set of Terms and Conditions as set out in the Prospectus. If the Final Terms do not refer to an alternative or
optional provision or such alternative or optional provision is not replicated therein it shall be deemed to be
deleted from the Conditions.
Completion of Placeholders
The Final Terms will specify the information with which the placeholders in the relevant set of Terms and
Conditions will be completed. In the case the provisions of the Final Terms and the relevant set of Terms and
Conditions, taken together, shall constitute the Conditions the relevant set of Terms and Conditions shall be
deemed to be completed by the information contained in the Final Terms as if such information were inserted in
the placeholders of such provisions.
All instructions and explanatory notes and text set out in square brackets in the relevant set of Terms and
Conditions and any footnotes and explanatory text in the Final Terms will be deemed to be deleted from the
Conditions.
Controlling Language
As to the controlling language of the respective Conditions, the following applies:
-
In the case of Notes (i) offered to the public, in whole or in part, in the Federal Republic of Germany, or
(ii) initially distributed, in whole or in part, to non-qualified investors in the Federal Republic of Germany,
German will be the controlling language. If, in the event of such offers to the public or distribution to non-
qualified investors, however, English is chosen as the controlling language, a German language
translation of the Conditions wil be available from the principal offices of the Fiscal Agent and the
Issuers, as specified on the back cover of this Prospectus.
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In other cases the relevant Issuer will elect either German or English to be the controlling language.