Not for distribution in the United States, Australia or Japan The squeeze-out FOR THE SHARES OF INITIATED BY PRESENTED

Transcription

1 The squeeze-ut and the draft squeeze-ut dcument remain subject t examinatin by the JOINT PRESS RELEASE ON THE FILING OF A DRAFT JOINT SQUEEZE-OUT DOCUMENT FOR THE SHARES OF INITIATED BY PRESENTED BY TERMS OF THE SQUEEZE-OUT EUR 60 in cash fr each Lafarge S..A. share (net f csts) This jint press release, relating t the filing with the Autrité des marchés financiers () f a draft jint squeeze-ut dcument (prjet de nte d infrmatin cnjinte) n 14 September 2015 by Sciété Générale and UBS Securities, acting n behalf f LafargeHlcim Ltd, has been drawn up and disseminated in accrdance with the prvisins f article III f the s general regulatins. This dcument is an unfficial English-language translatin f the jint press release n the filing f a draft squeeze-ut dcument. In the event f any differences between this unfficial English-language translatin and the fficial French dcument, the fficial French dcument shall prevail. This squeeze-ut and the draft squeeze-ut dcument remain subject t the examinatin by the. The draft squeeze-ut dcument is available n the websites f the ( LafargeHlcim Ltd ( and Lafarge S.A. ( Cpies f the draft squeeze-ut dcument are als available free f charge upn request at: LafargeHlcim Ltd Zürcherstrasse Jna Switzerland Sciété Générale Crprate Finance Paris Cedex 18 France Lafarge S.A. 61, rue des Belles Feuilles Paris France UBS Securities France S.A. 69 Bulevard Haussmann Paris France 1

2 1 Presentatin f the Squeeze-Out Prcedure Pursuant t Title III f Bk II and mre specifically articles and II f the general regulatins f the, this draft squeeze-ut prcedure fllws the public exchange ffer (the Offer ) initiated by LafargeHlcim Ltd (frmerly Hlcim Ltd) ( LafargeHlcim r the Offerr ), whse shares are traded n the SIX Swiss Exchange in Zurich ( SIX ) and n the Eurnext Paris market (Cmpartiment A) ( Eurnext Paris ) under ISIN Cde CH ( LafargeHlcim Shares ), fr the shares f Lafarge S.A. ( Lafarge r the Cmpany ), whse shares are traded n Eurnext Paris (Cmpartiment A) under ISIN Cde FR (the Lafarge Shares ). It is indicated that n 28 May 2015, the declared the Offer cmpliant with applicable legal and regulatry prvisins, and accrdingly published a declaratin f cnfrmity and affixed the visa number n the ffer dcument (nte d infrmatin) relating t the Offer (the Offer Dcument ) 1, pursuant t which LafargeHlcim undertk t exchange the Lafarge Shares accrding t an exchange rati f nine (9) registered shares f LafargeHlcim, bearing current dividend rights (prtant juissance curante), fr every ten (10) Lafarge Shares, bearing current dividend rights (prtant juissance curante). Fllwing the end f the re-pened Offer acceptance perid, the annunced n 31 July 2015 that the number f Lafarge Shares nt tendered t the Offer by Lafarge sharehlders represented 10,274,766 Lafarge Shares, representing 3.56% f the share capital and n mre than 4.72% f the vting rights f Lafarge 2. Since the number f Lafarge Shares nt tendered t the Offer did nt exceed 5% f the share capital r vting rights f Lafarge, LafargeHlcim has decided t implement a squeeze-ut prcedure fr the Lafarge Shares Targeted by the Squeeze-Out (as defined in article 2.2 belw) and cmmits irrevcably t indemnify in cash, pursuant t the terms and cnditins set frth belw, the sharehlders f Lafarge fr all Lafarge Shares Targeted by the Squeeze-Out they hld at a price f EUR 60 per Lafarge Share (net f csts) (the Squeeze-Out ). As disclsed in the Offer Dcument, a scrip dividend f ne (1) new LafargeHlcim share fr twenty (20) existing LafargeHlcim Shares was distributed t all LafargeHlcim sharehlders n 10 September Prir t the implementatin f the Squeeze-Out, LafargeHlcim prpses t the sharehlders f Lafarge, as an alternative t the cash indemnificatin prpsed under the Squeeze-Out, an exchange ptin, pursuant t the terms and cnditins set frth in article 2.3 belw, fr all r part f the Lafarge Shares Eligible fr the Exchange Optin (as defined in article belw) they hld and accrding t the same exchange rati prpsed as part f the Offer, adjusted t take int accunt the distributin f the scrip dividend, i.e. nine pint frty-five (9.45) newly issued shares f LafargeHlcim, bearing current dividend rights (prtant juissance curante), fr ten (10) Lafarge Shares Eligible fr the Exchange Optin, bearing current dividend rights (prtant juissance curante) (the Exchange Rati ). The sharehlders f Lafarge wh will nt have exercised this ptin during such perid (accrding t the prcedure described in article belw) will be autmatically cnsidered as having chsen the cash indemnificatin prpsed under the Squeeze-Out. 1 2 D&I215C0718 dated 29 May D&I215C1166 dated 31 July

3 The squeeze-ut and the draft squeeze-ut dcument remain subject t the examinatin by the. 2 Terms and Cnditins f the Squeeze-Out 2.1 Terms f the Squeeze-Out Subject t the prvisins f article 2.3 belw, the Lafarge Shares Targeted by the Squeeze- Out (as defined in article 2.2 belw), will be transferred (whatever the cuntry f residence f the hlder f such shares), n the date f implementatin f the Squeeze-Out t be determined by the, t the Offerr in exchange fr a cash indemnificatin f EUR 60 per Lafarge Share (net f csts). On the date f implementatin f the Squeeze-Out, Lafarge Shares will be delisted frm Cmpartment A f Eurnext Paris. The amunt f the cash indemnificatin, i.e., EUR 60 per Lafarge Share (net f csts), will be paid n that date by the Offerr int a blcked accunt pened fr this purpse with BNP Paribas Securities Services ( BP2S ) which will centralise the indemnificatin transactins. Fllwing cmpletin f the Squeeze-Out, Eurclear France will clse the ISIN Cde FR f the Lafarge Share, tgether with the accunts f the affiliates and will prvide them with a certificate indicating the balance (attestatin de slde). Upn presentatin f such certificates, BP2S will transfer t the financial intermediaries hlding securities accunts (dépsitaires teneurs de cmptes) the cash indemnificatin due, and the latter will credit the accunt f the relevant frmer Lafarge sharehlders cncerned by the Squeeze-Out, subject t specific rules applicable t the frmer hlders f Lafarge Shares acquired thrugh the LEA grup savings plans (as described in article f the draft squeeze-ut dcument). 2.2 Number and Type f Lafarge Shares Targeted by the Squeeze-Out The Squeeze-Out targets all Lafarge Shares that will be existing and utstanding tw (2) trading days immediately preceding the implementatin date f the Squeeze-Out except fr: Lafarge Shares that will be held by LafargeHlcim and Lafarge n that day (i.e., respectively 278,131,864 and 68,082 Lafarge Shares as at the date n which the draft squeeze-ut dcument was filed); Lafarge Shares tendered t the Exchange Optin in accrdance with article 2.3 belw; and Lafarge Shares which are the subject f a liquidity agreement entered int with LafargeHlcim n r befre 4 Octber 2015 pursuant t the Liquidity Mechanism (as defined in article 2.4 belw); (such Lafarge Shares targeted by the Squeeze-Out being referred t as the Lafarge Shares Targeted by the Squeeze-Out ). 2.3 Characteristics f the Exchange Optin Prir t the implementatin date f the Squeeze-Out, sharehlders f Lafarge may decide, subject t the terms and cnditins described in this article 2.3, t pt fr a share 3

4 alternative ptin during the Exchange Optin Exercise Perid (as defined in article belw) fr all r part f the Lafarge Shares Eligible fr the Exchange Optin they hld, pursuant t which they will receive nine pint frty-five (9.45) newly issued shares f LafargeHlcim, bearing current dividend rights (prtant juissance curante), fr ten (10) Lafarge Shares Eligible fr the Exchange Optin, bearing current dividend rights (prtant juissance curante) accrding t the Exchange Rati (the Exchange Optin ). In such event, they will nt receive the cash indemnificatin specified in article 2.1 abve fr the Lafarge Shares Eligible fr the Exchange Optin effectively tendered t the Exchange Optin. The sharehlders f Lafarge wh will nt have exercised such Exchange Optin within the Exchange Optin Exercise Perid (as defined in article belw) will autmatically receive the cash indemnificatin prpsed under the Squeeze-Out Lafarge Shares Eligible fr the Exchange Optin The Exchange Optin is pen t all Lafarge Shares held (i) by Lafarge sharehlders in France and Canada, and (ii) by "qualified institutinal buyers" r QIBs (as defined in Rule 144A f the United States Securities Act f 1933) in the United States wh execute and return an investr letter (see article f the draft squeeze-ut dcument), except fr: Lafarge perfrmance shares granted under the 2011 and the 2012 Lafarge perfrmance shares plans (see article f the draft squeeze-ut dcument fr details abut such plans) and which are the subject f a 2- year hlding perid (which will still be nging during the Exchange Optin Exercise Perid (as defined in article belw); and Lafarge Shares that are directly held thrugh the Lafarge LEA grup savings plan; (such Lafarge Shares eligible fr the Exchange Optin being referred t as the Lafarge Shares Eligible fr the Exchange Optin ) Prcedure t exercise the Exchange Optin Lafarge Shares Eligible fr the Exchange Optin tendered t the Exchange Optin must be freely tradable and free f any lien, pledge, r ther frm f security r restrictin f any kind whatsever which may limit the free transfer f wnership. The Offerr reserves the right t reject any share tendered which des nt cmply with this cnditin. The Exchange Optin may be exercised during a perid f ten (10) trading days as frm the day fllwing the availability f the infrmatin relating in particular t the legal, financial and accunting aspects f LafargeHlcim and f Lafarge (the Exchange Optin Exercise Perid ). The sharehlders f Lafarge wh will nt have exercised the Exchange Optin during such perid (accrding t the prcedure described in this article 2.3.2) will be autmatically cnsidered as having chsen the cash indemnificatin prpsed under the Squeeze-Out. Further details n the prcedure are set frth in the draft squeeze-ut dcument Settlement and Delivery f the Exchange Optin The settlement and delivery shall take place after (i) the cmpletin f the centralisatin by BP2S f the Lafarge Shares Eligible fr the Exchange Optin 4

5 tendered t the Exchange Optin and (ii) the registratin in accrdance with Swiss Law f the LafargeHlcim Shares t be issued as cnsideratin fr such shares tendered t the Exchange Optin with the cmmercial register f St. Gallen in Switzerland. N interest will be due fr the perid frm the exercise f the Exchange Optin until the date f settlement f the Exchange Optin Treatment f Fractinal Shares N fractinal LafargeHlcim Shares will be issued in cnnectin with the Exchange Optin. As a cnsequence, LafargeHlcim will nt deliver fractinal shares t the Lafarge sharehlders. The Lafarge sharehlders wh exercised the Exchange Optin fr a number f Lafarge Shares Eligible fr the Exchange Optin which des nt entitle them t a whle number f LafargeHlcim Shares will be cnsidered as having expressly agreed t participate in the mechanism t resell fractinal LafargeHlcim Shares as described in article f the draft squeezeut dcument fr the fractinal LafargeHlcim Shares t which they are entitled Characteristics f the LafargeHlcim Shares (i) New Securities, Number, Type and Par Value f the Securities The maximum number f LafargeHlcim Shares that can be issued fr the purpse f the Exchange Optin shall be 9,696,269 3 LafargeHlcim Shares, each with a par value f CHF2.00 bearing current dividend rights (prtant juissance curante). Applicatin has been made fr the LafargeHlcim Shares t be issued in the cntext f the Exchange Optin, each t be admitted t listing and trading n the SIX and Eurnext Paris at the end f the settlement f the Exchange Optin at the latest. (ii) Characteristics f the LafargeHlcim Shares Sharehlders f Lafarge shuld refer t articles (Characteristics f the Hlcim Shares Issued in the Offer) and (Transferability and Tradability f the Hlcim Shares Issued in the Cntext f the Offer Listing) f the Offer Dcument fr details abut the LafargeHlcim Shares which wuld be received if they chse t tender their Lafarge Shares Eligible fr the Exchange Optin t the Exchange Optin. 3 On the basis f 10,260,603 remaining Lafarge Shares Targeted by the Exchange Optin (excluding 278,131,864 Lafarge Shares held by LafargeHlcim, 44,990 Lafarge perfrmance shares and 68,082 treasury shares held by Lafarge) which culd be increased by: - 1,421,337 Lafarge Shares which may be issued fllwing the exercise f Lafarge stck ptins and which are in the mney as at the date f the draft squeeze-ut dcument (excluding thse which will be subject f a liquidity agreement); it being specified that the tender f Lafarge Shares t the Exchange Optin fllwing the exercise f stck ptins granted under the 2012 plan (i.e. 348,304 stck ptins as at 8 September 2015) will nt benefit, as specified under article f the draft squeeze-ut dcument, frm the favurable tax and scial regime, since such a transfer wuld be made in vilatin f the fur-year vesting perid; and - 3,324,415 Lafarge Shares which may be issued fllwing the exercise f stck ptins and which, as at the date f the draft squeeze-ut dcument, are ut f the mney (excluding thse which will be subject f a liquidity agreement). 5

6 2.3.6 Restrictins Applicable t the Exchange Optin Outside France The Exchange Optin is made exclusively in France, except as therwise prvided in the draft squeeze-ut dcument. Accrdingly, the draft squeeze-ut dcument is nt t be distributed in any cuntry ther than France, except as therwise prvided in the draft squeeze-ut dcument. Sharehlders f Lafarge shuld refer t the draft squeeze-ut dcument fr further details n the restrictins applicable t the Exchange Offer utside France. 2.4 Liquidity Mechanism Certain Lafarge sharehlders will be granted the right t enter int a liquidity agreement with LafargeHlcim whereby they will have the right and the bligatin, during a defined perid f time and under certain cnditins, (i) t exchange certain Lafarge Shares they hld r will hld (the Eligible Lafarge Shares ) fr LafargeHlcim Shares based n the Exchange Rati (as amended frm time t time t take int accunt certain transactins impacting the capital r the equity f Lafarge r LafargeHlcim) r (ii) t sell such Eligible Lafarge Shares t LafargeHlcim fr a cash amunt determined n the basis f the Exchange Rati (as amended frm time t time t take int accunt certain transactins impacting the capital r the equity f Lafarge r LafargeHlcim including the scrip dividend) (the Liquidity Mechanism ). The chice between the exchange and the sale alternative will be at the sle discretin f LafargeHlcim. 3 Agreements which may have an Influence n the Squeeze-Out With the exceptin f the Liquidity Mechanism, LafargeHlcim is nt aware f any ther agreements that culd have a significant impact n the transfer f Lafarge Shares in the cntext f the Squeeze-Out. 4 Indicative Timetable This timetable is tentative and subject t apprval by the. 14 September 2015 Filing f the draft jint squeeze-ut dcument with the (Prjet de Nte d Infrmatin cnjinte) 29 September 2015 Publicatin f the declaratin f cnfrmity f the Squeeze-Out by the with apprval f the draft jint squeeze-ut dcument Frm 29 September 2015 Availability t the public f the jint squeeze-ut dcument and the ther infrmatin dcuments relating t the legal, financial and accunting situatins f LafargeHlcim and f Lafarge 30 September 2015 Publicatin f a jint press release annuncing the availability f the jint squeeze-ut dcument and the ther infrmatin dcuments relating t the legal, financial and accunting situatins f LafargeHlcim and f Lafarge 1 Octber 2015 Opening f the Exchange Optin Exercise Perid 14 Octber 2015 Clsing f the Exchange Optin Exercise Perid 21 Octber 2015 Issuance f new LafargeHlcim Shares as cnsideratin fr the Lafarge shares tendered t the Exchange Optin 6

7 23 Octber 2015 Implementatin f the Squeeze-Out Delisting f the Lafarge Shares frm Eurnext Paris Delivery f new LafargeHlcim Shares t financial intermediaries f Lafarge sharehlders having exercised the Exchange Optin Frm 23 Octber 2015 Payment f prceeds f the sale f fractinal shares 5 Assessment f the Cash Indemnificatin f the Squeeze-Out The Squeeze-ut will be carried ut based n an indemnificatin f EUR 60 per Lafarge Share (net f csts). The analysis f the financial terms f the squeeze-ut has been perfrmed by Sciété Générale and UBS Securities thrugh a multi-criteria apprach based n cmmnly used valuatin methds, taking int accunt the specificities f Lafarge, its size and its activity. This analysis has been underpinned by (i) infrmatin prvided by Lafarge and public infrmatin available (including the Lafarge 2014 annual reprt published n 23 March 2015 and the Lafarge half-year 2015 financial interim reprt published n 29 July 2015), (ii) the Lafarge business plan (prvided by Lafarge), (iii) the synergies business plan related t the cmbinatin with the Hlcim Grup (prvided by Lafarge) and (iv) discussins held with Lafarge. The elements prvided t appraise the cash indemnificatin have been prepared as f 25 August The EUR 60 per Lafarge Share indemnificatin cmpares as fllws t the results presented abve: Criteria Lafarge implied share price (EUR) Resulting Premium (Discunt) Share price - as f 25 August 2015 Spt as f 25 August % 1-mnth VWAP % 3-mnth VWAP 61.5 (2.5%) 6-mnth VWAP 62.7 (4.2%) 12-mnth VWAP 60.4 (0.7%) 12-mnth VWAP - lw % 12-mnth VWAP - high 67.0 (10.4%) Share price by transparency - as f 25 August 2015 Spt as f 25 August % 1 mnth % 3 mnths 60.1 (0.2%) Frm 1 June t 28 July (3.5%) Frm 20 March t 25 August (2.8%) Target price by transparency - as f 25 August 2015 Target price average - nt discunted 68.9 (12.9%) Target price average - discunted 61.2 (2.0%) Discunted Cash Flws - as f 30 June 2015 Central Case 60.3 (0.5%) Trading cmparables - as f 25 August 2015 EV/ EBITDA 15E % 7

8 Based n (i) the exchange rati f nine (9) LafargeHlcim Shares fr ten (10) Lafarge Shares adjusted fr the scrip dividend f ne (1) new LafargeHlcim Share fr twenty (20) existing LafargeHlcim Shares, (i.e LafargeHlcim Shares fr 10 Lafarge Shares) and (ii) LafargeHlcim share price f CHF60.2 as f 25 August 2015, the Exchange Optin represents a discunt f 12% cmpared t the cash indemnificatin. 6 Reasned pinin f the Lafarge Bard f Directrs The Bard f Directrs meeting f Lafarge was held n 11 September 2015, under the chairmanship f Mr. Eric Olsen, Chairman f the Bard f Directrs, t examine the Squeeze-Out and issue a reasned pinin n the interest and the cnsequences f the Squeeze-Out n the Cmpany, its sharehlders and its emplyees. The fllwing Directrs were present: Mr. P. Charrier, Mr. J. Gallard, Mr. I. Gallienne, Ms. M. Gerwin, Mr. J. Guiraud, Mr. L. Jeanneney, Mr. E. Olsen, Ms. H. Plix, Mr. B. Prt, Mr. M. Rllier, Mr. E. Simandl and Ms. V. Weill. Messrs. O. Fanjul and G. Lamarche and Ms. C. Ramn sent aplgies fr their absence. The reasned pinin f the Bard f Directrs issued n 11 September 2015 is as fllws: The Chairman explains that the Bard f Directrs was cnvened in rder t examine the squeeze-ut (the Squeeze-Out) that LafargeHlcim Ltd (LafargeHlcim) intends t file with the Autrité des marchés financiers (the ) in respect f the remaining utstanding Lafarge shares and t deliver a reasned pinin (avis mtivé) in this respect. The Squeeze-Out is prpsed t be effected at a price f 60 per Lafarge share (the Cash Indemnificatin). As an alternative t the Squeeze-Out, the Lafarge sharehlders will be ffered t exchange ten (10) Lafarge shares fr 9.45 LafargeHlcim shares (the Exchange Optin). This Exchange Optin is in furtherance t the intent expressed by Hlcim Ltd (nw LafargeHlcim) in the dcument relating t the exchange ffer (the Offer) and is a further extensin f the benefit f the Offer, adjusted t take int accunt the scrip dividend distributed t the LafargeHlcim sharehlders n 10 September 2015 and the crrespnding increase in the number f LafargeHlcim shares in rder t maintain the same ecnmic terms. The Chairman reminds the members f the Bard f Directrs f the successful results f the Offer and that fllwing the settlement and delivery f the re-pened ffer, the has annunced that LafargeHlcim was hlding 278,131,864 Lafarge shares, representing 96.41% f the share capital and at least 95.25% f the vting rights 4 f Lafarge. 4 Based n the ttal number f Lafarge shares utstanding as f July : 288,474,712 Lafarge shares representing n mre than 291,990,114 vting rights. The number f vting rights was an estimate taking nly partially int accunt the lss f duble vting rights attached t the Lafarge shares tendered. 8

9 The Chairman infrms the Bard f Directrs that as at 31 August 2015, LafargeHlcim was hlding 96.41% f the share capital and at least 95.79% f the vting rights 5 f Lafarge. The Lafarge shares which have nt been tendered t the Offer (r the re-pened ffer) represent less than 5% f the share capital and vting rights f Lafarge and, as a cnsequence, LafargeHlcim issued a press release n 4 August 2015 whereby it annunced its decisin t launch a Squeeze-Out fr the remaining Lafarge shares. LafargeHlcim intends t file the Squeeze-Out with the n 14 September The Chairman infrms the Bard f Directrs that as a cnsequence f the Squeeze-Out, the Lafarge shares will be delisted frm Eurnext Paris. He adds that the Squeeze-Out will facilitate the further integratin f Lafarge within the LafargeHlcim grup allwing t fster the implementatin f cntemplated synergies. He further reminds the Bard f Directrs that Mr. Brun Hussn and Mr. Henri Philippe frm Accuracy were appinted by the Bard f Directrs n 28 July 2015 as independent expert in accrdance with the prvisins f article II f the General Regulatins, in rder t deliver a reprt including a fairness pinin (attestatin d équité) n the financial cnditins f the Squeeze-Out. The Bard f Directrs has als taken the fllwing int cnsideratin: (a) (b) the decisin f the sharehlders meeting f Hlcim Ltd n 8 May 2015 authrizing an authrized share capital f a maximum f 132,118,700 new Hlcim Ltd shares fr the re-pened ffer and the Squeeze-Out; the draft jint squeeze-ut dcument (prjet de nte d infrmatin cnjinte) prepared by LafargeHlcim and Lafarge, including the valuatin analysis prepared by UBS and Sciété Générale acting as presenting banks in cnnectin with the Squeeze-Out and the reprt frm the independent expert. Based n the reprt f the independent expert, the Bard f Directrs acknwledges that when cnsidering the Cash Indemnificatin ffered in the Squeeze-Out t the Lafarge sharehlders: the independent expert cnsidered that in the specific cntext f the Squeeze-Out, the tw cnditins t be met fr the prpsed Cash Indemnificatin t be cnsidered as fair are as fllws: the Cash Indemnificatin must take due accunt f the value f Lafarge's business at the date f the Squeeze-Out, befre factring in the impacts f the merger (the Enterprise Value n a stand-alne basis); the Cash Indemnificatin must factr in a fair percentage f the synergies expected frm the merger (the Synergy Value). T ensure the fair treatment f all sharehlders, this percentage shuld be equal t that attributable t the Lafarge sharehlders having tendered their shares, subject t a discunt t reflect the timing f the synergies and the risk that they may nt materialise; 5 Based n the ttal number f Lafarge shares utstanding as f August : 288,492,375 Lafarge shares representing 290,344,390 vting rights. 9

10 the independent expert als cnsidered that the Cash Indemnificatin may be cnsidered fair prvided that it falls within the range f estimates f the fair price f Lafarge shares (the Fair Price) resulting frm the estimated fair value f Lafarge equity; its valuatin wrk was perfrmed using a multi-criteria apprach the independent expert preferred valuatin appraches that allwed t estimate the fair value f equity by separately valuing its three cmpnents, i.e.: Enterprise Value n a stand-alne basis, the Synergy Values, and the value f net debt. By default, the independent expect has als examined the valuatin references available fr the Lafarge share that factr in the expected impacts f the merger (i.e., a percentage f the verall synergies), and which therefre d nt allw fr a reliable, explicit measurement f the three cmpnents f the fair value f the grup's equity; the reprt shws that amng the Fair Price references and estimates, the independent expert has favured (i) the estimates resulting frm the DCF methd, i.e., a Fair Price range f 56.8 t 66.7, and (ii) the reference based n the value f the Lafarge share inferred by transparency frm the LafargeHlcim share price, i.e., a Fair Price range f 57.4 t The independent expert has als cnsidered that despite a lw level f liquidity, the latest listed price fr the Lafarge share, i.e., at the clse f trading n 4 September 2015, represents a minimum fr calculating the Cash Indemnificatin. On these bases, the independent expert cnsiders that the Cash Indemnificatin f 60 prpsed by LafargeHlcim in the cntext f the Squeeze-Out prcedure is fair fr Lafarge minrity sharehlders. Finally, the Bard f Directrs has reviewed the cnsequences f the Squeeze-Out n the emplyees and frmer emplyees (and executive fficers) f the Cmpany and acknwledges the fllwing: First, emplyees and frmer emplyees (and executive fficers) will be granted the right t enter int a liquidity agreement with LafargeHlcim whereby they will have the right and the bligatin, during a defined perid f time and under certain cnditins, (i) t exchange certain Lafarge shares they hld r will hld fr LafargeHlcim shares based n the exchange rati (as amended frm time t time t take int accunt certain transactins impacting the capital r the equity f Lafarge r LafargeHlcim) r (ii) t sell such shares t LafargeHlcim fr a cash amunt determined n the basis f the exchange rati (as amended frm time t time t take int accunt certain transactins impacting the capital r the equity f Lafarge r LafargeHlcim), as detailed in the draft jint squeeze-ut dcument. The chice between the exchange and the sale alternative will be at the sle discretin f LafargeHlcim. Secnd, Lafarge perfrmance shares definitively alltted t emplyees and frmer emplyees (and executive fficers) will be: targeted by the Squeeze-Out, unless they are the subject f a liquidity agreement entered int with LafargeHlcim n r befre 4 Octber 2015 (as far as Lafarge perfrmance shares definitively alltted are cncerned, nly thse that are still the subject f a hlding perid n the 10

11 implementatin date f the Squeeze-Out may be cvered by the liquidity mechanism); and/r subject t applicable laws and restrictins, eligible t the Exchange Optin prvided that they are n lnger subject t a hlding perid. Third, Lafarge shares issued fllwing the exercise f such Lafarge stck ptins granted t emplyees and frmer emplyees (and executive fficers) will be: targeted by the Squeeze-Out if the exercise f such Lafarge stck ptins ccurs at the latest tw (2) trading days immediately preceding the implementatin date f the Squeeze-Out; and/r subject t applicable laws and restrictins, eligible t the Exchange Optin if the exercise ccurs befre the clsing f the Exchange Optin exercise perid. Furth, emplyees (and frmer emplyees) wh are sharehlders f the Cmpany thrugh the Lafarge LEA grup savings plan will receive the Cash Indemnificatin and will nt be eligible, fr thse Lafarge shares, t the Exchange Optin. Based n the freging and after discussin, the Bard f Directrs unanimusly apprves the prpsed Squeeze-Out under the terms and cnditins set frth in the abvementined dcuments and determines that the Squeeze-Out is in the best interests f Lafarge, its sharehlders and its emplyees. The Bard f Directrs ntes, based n the LafargeHlcim share price at the time f clsing f trading n Eurnext Paris n September 11, 2015, i.e., per LafargeHlcim share, that the cunter-value f the Exchange Optin as at that date was per Lafarge share, representing an 18% discunt cmpared t the Cash Indemnificatin ffered in the Squeeze-Out. Lafarge sharehlders shuld assess the LafargeHlcim share price and the tax treatment applicable (as summarized in paragraph 2.8 f the draft jint squeeze-ut dcument and after cnsulting their tax advisrs) befre tendering their Lafarge shares t the Exchange Optin 7 Cntacts Media Relatins : media@lafargehlcim.cm Zurich: +41 (0) Paris: +33 (0) Investrs Relatins : investr.relatins@lafargehlcim.cm Zurich: +41 (0) Paris: +33 (0) Disclaimer This jint press release was prepared fr infrmatinal purpse nly. This jint press release des nt cnstitute an ffer t the public nr is it intended t be transmitted in any ther cuntry than France. The transmissin f this jint press release, the Exchange Optin, the exercise f the Exchange Optin, and the exchange f Lafarge Shares Eligible fr the Exchange Optin fr LafargeHlcim Shares may be subject t specific regulatins 11

12 r restrictins in certain cuntries. The Exchange Optin is nt directed t any persns subject t such restrictins, neither directly nr indirectly, and may nt be accepted in any way frm a cuntry where the Exchange Optin, the exercise f the Exchange Optin, and the exchange f Lafarge Shares Eligible fr the Exchange Optin fr LafargeHlcim Shares wuld be subject t such restrictins. Cnsequently, persns in pssessin f this jint press release are respnsible fr infrming themselves n ptential applicable lcal restrictins and fr cmplying with such restrictins. Lafarge S.A. and LafargeHlcim Ltd accept n respnsibility fr any vilatin f such restrictins by any persn. 12