A. MANDATORY CONVERSION A.1 Reasons for the proposal for the mandatory conversion of savings shares in ordinary shares

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1 THIS IS AN ENGLISH COURTESY TRANSLATION OF THE ORIGINAL DOCUMENTATION PREPARED IN ITALIAN LANGUAGE. IN CASE OF DISCREPANCY, THE ITALIAN VERSION WILL PREVAIL. 2. Proposal of mandatory conversion of the savings shares into ordinary shares of the Company or, should the captioned proposal not be approved by the savings shareholders meeting, or should it not become effective for whatever reason, proposal of voluntary conversion of the savings shares into ordinary shares of the Company. Consequent amendments to the Bylaws and ensuing resolutions. Shareholders, we submit for your approval the proposal for mandatory conversion of savings shares into ordinary shares of the Company and the consequent amendments to the By-laws. Further, if the aforesaid proposal were not to be approved by the special savings shareholders meeting of Italcementi S.p.A. convened, on a single call, for 7 April 2014 or if the mandatory conversion were not to become effective for any other reason as explained in paragraph A below, we submit to your approval the proposal for voluntary conversion of savings shares into ordinary shares of the Company and the consequent amendments to the By-laws, as explained in paragraph B below. This explanatory report is drawn up in accordance with Article 125-ter of the Italian Legislative Decree no. 58/1998 ( TUF ) and Article 72 of the Regulation implementing Italian Legislative Decree no. 58 of 24 February 1998, concerning the discipline of issuers adopted by Consob under resolution no of 14 May 1999, as subsequently amended and supplemented (the Issuers Regulation or the Regulation ) and in accordance with Model 6 of Annex 3A of the aforesaid Regulation. A. MANDATORY CONVERSION A.1 Reasons for the proposal for the mandatory conversion of savings shares in ordinary shares The proposal hereby submitted for your approval provides for the mandatory conversion of savings shares of Italcementi S.p.A. ( Italcementi or the Company ) into ordinary shares (the Mandatory Conversion ) being the first stage of a broader transaction aimed at rationalizing and simplifying the capital structure of Italcementi and the ownership structure and governance of its main subsidiary Ciments Français S.A. ( Ciments Français or the Subsidiary ). In addition to the Mandatory Conversion, the aforesaid transaction provides for: (i) a paid-in share capital increase of Italcementi for a total maximum amount (including the share premium) of euro 450,000,000.00, approved by the Board of directors on 6 March 2014 in execution of the delegation granted by the extraordinary general 1

2 shareholders meeting, in accordance with the provisions of Article 2443 of the Italian Civil Code, with a resolution of 17 April 2013 that will be offered for subscription to all the shareholders of the Company (the Capital Increase ); and (ii) a voluntary public tender offer for all of the outstanding shares of Ciments Français, which will be launched by Italcementi with the aim of delisting the Subsidiary currently listed on the Paris Stock Exchange; all as described in detail in the press release issued by the Company in accordance with article 114 of the TUF on 6 March In this regard, it should be recalled that, as indicated in the aforesaid press release, in the event that the Mandatory Conversion becomes effective, the Capital Increase will involve the issue of ordinary shares only; if, instead, the Mandatory Conversion were not to be effective (due to failure of the conditions of the Mandatory Conversion to be satisfied, as explained below, or to failure of the Maximum Amount Condition to be fulfilled or waived, as explained in paragraph A.11), the Board of Directors of the Company shall assess (next to the launch of the Capital Increase and taking account of market conditions) whether to offer for subscription only ordinary shares or also savings shares, all of them in any case to be newly issued. In particular, the Mandatory Conversion is aimed at simplifying the capital structure of the Company, as well as to unify the rights of all shareholders so as to more efficiently take up any opportunities offered by the capital markets on the execution of future development plans for the Company. The Mandatory Conversion may benefit all the shareholders, as the ordinary shares liquidity will increase since the conversion of relatively non liquid savings shares will lead to an increase in the floating of the ordinary shares of the Company. Furthermore, the savings shareholders will benefit from a conversion ratio of 0.65 ordinary shares for each savings share, which is therefore above the implied ratios in the market share prices with reference to the historical averages over the long as well as the short term periods. The implied premia in the proposed conversion ratio of the savings shares are at 21.5% compared to the three previous months official prices average and 22.2% with respect to the six previous months official prices average. For more information on the conversion ratio and implied premia see paragraph A.9 below. The table below shows the historical information on trading volumes, the average price for each category of shares and the average discount of the savings shares with respect to ordinary shares: Category of Shares Issued shares Average daily trading volume in the 6 months prior to Mandatory Average trading volumes in percentage of total shares Average price in the 6 months prior to Mandatory Conversion Savings shares average discount on ordinary shares in the 6 months 2

3 Number % of total shares issued Conversion announcement Units (in thousands) issued by category announcement % % Ordinary 177,117, % % shares Savings 105,431, % % % prior to Mandatory Conversion announcement It should further be pointed out that the proposal for Mandatory Conversion, which is the subject of this report, is drawn up on the assumption and condition that prior to the resolution of the extraordinary general shareholders meeting convened on 8 April 2014 on a single call, in order to approve the Mandatory Conversion as second item on the agenda of that meeting: (i) the Mandatory Conversion proposal will be approved by the special savings shareholders meeting of the Company convened on a single call on 7 April 2014; (ii) the proposal for the elimination of face value of the issued ordinary and savings shares, being the first item on the agenda of that meeting, will be approved. For further information, see the explanatory reports on the items on the agenda for the respective shareholders meetings, which are publicly available on the website of the Company in the section Investor Relations/General meetings. A.2 Description of rights or privileges attached to savings shares As at the date of this report, Italcementi share capital is equal to 282,548,942,00 euro, divided into 282,548,942 shares with a face value of 1.00 euro each, of which 177,117,564 are ordinary shares, equal to 62.69% of the entire share capital, and 105,431,378 are savings shares, equal to 37.31% of the entire share capital. In this regard, it should be noted that it is submitted to the approval of the extraordinary general shareholders meeting of Italcementi, as first item on the agenda, the proposal for the elimination of face value of the issued ordinary and savings shares. The savings shares do not carry voting rights. In the event of an a paid-in share capital increase for which option rights have not been excluded or limited, the holders of savings shares have option rights on the newly issued savings shares or, in their absence or to cover the difference, on other categories of shares. Resolutions to issue new savings shares with the same characteristics as those already outstanding, either through a share capital increase or through the conversion of other categories of shares, do not require approval by the meetings of the holders of the different share categories. Should ordinary and/or savings shares be excluded from trading, savings 3

4 shares maintain the rights granted to them by the law and by the By-laws, unless otherwise provided for by the shareholders meeting. On the basis of the By-laws of the Company in force as at the date of this report, when the net profit for the year is allocated, savings shares are entitled to a dividend of up to 5% of the face share value, increased with respect to that of ordinary shares, by an amount equivalent to 3% of the face share value. If in a financial year a lower dividend is allocated to savings shares, the difference is calculated as an increase to the savings privileged dividend paid in the following two years. In the event of approval of the proposal for the elimination of the face value of the shares, which is submitted to the extraordinary general shareholders meeting as indicated above, when the net profit for the year is allocated, savings shares will be entitled to a dividend up to 0,05 euro per share, with a total increased dividend with respect to that of ordinary shares by an amount equal to 0.03 per share. If in a financial year a lower dividend is allocated to savings shares, the difference will be calculated as an increase to the privileged dividend paid in the following two years. Pursuant to Article 7, paragraph 6, of the By-laws of the Company, in the event of distribution of reserves, savings shares have the same rights as the other shares. By virtue of the By-laws of the Company in force as at the date of this report, the decrease of the company share capital due to losses does not imply the decrease of the face value of savings shares, except for the part of the loss that exceeds the total face value of the other shares. On the winding-up of the Company, savings shares have the pre-emption right for the reimbursement of the entire face value of the capital. In the event of approval of the proposal for the elimination of the face value of the shares, which is submitted to the extraordinary general shareholders meeting as indicated above, the decrease of the company share capital due to losses shall have no effect on savings shares, except for the part of the loss that is not covered by the amount of the capital fraction represented by the other shares. On the winding-up of the Company, savings shares will have the pre-emption right for the reimbursement of capital up to 1.00 euro per share. A.3 Specific critical aspects of the Mandatory Conversion Critical points connected with Mandatory Conversion are the following: (a) on the effective date of the Mandatory Conversion (as described in more detail in paragraph A.10 below), the owners of savings shares will lose economic rights, privileges and the category protection guaranteed by the By-laws of Italcementi for the corresponding category of shares and as described above. In any case, savings shareholders who do not exercise the right of withdrawal will receive ordinary shares of the Company and, therefore, will acquire voting rights at ordinary and 4

5 extraordinary general shareholders meetings of Italcementi and will acquire all the rights attached to ordinary shares, benefiting inter alia, from the increase of free float and of share liquidity of the market for such category of shares; (b) (c) on the effective date of the Mandatory Conversion, the ordinary shares issued before that date, immediately after its actual effectiveness will represent about 72.10% of ordinary shares of the Company, while the total amount of ordinary shares resulting from the Mandatory Conversion will represent about 27.90% of the ordinary shares of the Company. The holders of ordinary shares will benefit from the elimination of privileges and administrative rights attached to the savings shares as described above; the shareholders will benefit from the simplification of the Company s capital structure and governance, from greater float and increased liquidity of their securities; as a result of the Mandatory Conversion, the holders of savings shares will lose the right to the aggregate privileged dividend relating to the financial year 2012 (which in said financial year was not paid due to lack of profits) and financial year 2013 (which, on the basis of the proposal that the Board of directors approved on 6 March 2014, will also not be distributed due to lack of profits). It should be noted that, following the elimination of express face value of the shares (where approved by the extraordinary general meeting of shareholders) which as said above is an assumption and a condition in order for the Mandatory Conversion to become effective, the conversion below par will not require a decrease of the share capital of Italcementi, which will remain unchanged. The overall number of outstanding shares at the outcome of the Mandatory Conversion will diminish as a result of the conversion ratio indicated in the paragraph A.9 below, at equal share capital. This will in turn lead to an increase in the implied par value of all the shares, to the benefit of all the shareholders. In particular, following and due to the Mandatory Conversion, the implied par value of the shares will vary from 1.00 euro to 1.15 euro. A.4 Quantity of savings shares held by the controlling shareholder pursuant to Article 93 of the TUF As at the date of this report, Efiparind B.V. ( Efiparind ) controls the Company pursuant to Article 93 of the TUF. On the basis of the communications received by the Company in accordance with the law, as at the date of this report, Efiparind holds, indirectly through Italmobiliare S.p.A. ( Italmobiliare ), a total number of 109,925,500 shares, equal to % of the Company s capital, including no. 106,914,000 ordinary shares, equal to 60.36% of the Company s capital represented by ordinary shares and no. 3,011,500 savings shares, equal to 2.856% of the Company s capital represented by savings shares. 5

6 It should further be noted that, as at the date of this report, Italcementi holds a total number of 3,898,529 own shares, equal to 1.38% of the share capital, including no. 3,793,029 ordinary shares, equal to 2.14% of the Company s capital represented by ordinary share and no. 105,500 savings shares, equal to 0.1% of the Company s capital represented by savings shares. For information on changes in the ownership as a result of the Mandatory Conversion see paragraph A.17 below. A.5 Intention of the controlling shareholder to buy and sell savings shares on the market. As indicated in the press release published by Italcementi on 6 March 2014, Italmobiliare granted its support to the Mandatory Conversion and reserved the right to operate on the market to increase its own holding in Italcementi, in accordance to the applicable law. See also paragraph A.17 below. A.6 Possible conversion commitments given by savings shareholders, with particular regard to the controlling shareholder Being a Mandatory Conversion, all savings shares will be automatically converted into ordinary shares. Therefore, this section does not apply. A.7 Dividends distributed to ordinary and savings shareholders during the past five years The table hereunder shows dividends per share distributed by Italcementi on savings shares from financial year 2008: Category of Shares Financial year 2008 Financial year 2009 Financial year 2010 Financial year 2011 Financial year 2012 Ordinary Savings (in Euro) It should be noted that ordinary shares resulting from the Mandatory Conversion will bear economic rights as of 1 January In this regards, it should be recalled that on 6 March 2014 the Board of Directors of Italcementi resolved to submit to the approval of the ordinary general shareholders meeting, called for 16 April 2014, the proposal to distribute a dividend for the financial year 2013 of Euro 0.06 per ordinary share and Euro 0.06 per savings share, by taking the relevant amount from the Extraordinary reserve, with a coupon date on 2 June 2014, a record date on 4 June 2014 and payment date on 5 June In order to allow savings shareholders who do not exercise the right of withdrawal under Article 2437, paragraph 1 (g), of the Italian Civil Code (see paragraph A.19 below) to receive the aforesaid dividend (where its distribution is approved by the ordinary general 6

7 shareholders meeting), it is currently provided that the Mandatory Conversion will become effective after the relevant coupon stripping, as described in detail in paragraph A.10. A.8 Conversion adjustment and calculation criteria No conversion adjustment is provided for. A.9 Conversion ratio The Board of Directors of the Company resolved upon proposing a conversion of the Company savings shares into ordinary shares based on a conversion ratio of 0.65 ordinary shares, without indication of face value for each savings share (without indication of face value too). No cash component is envisaged as part of the conversion consideration. The conversion ratio has been determined by the Board of Directors, also on the basis of the independent opinion provided by Prof. Angelo Provasoli, on the basis of several considerations. In particular, it has been considered: (a) (b) (c) (d) (e) the reasons underlying the proposal for the Mandatory Conversion, as already indicated in paragraph A.1 above; the specific economic and administrative features of the savings shares with respect to ordinary shares, as already indicated in paragraph A.2 above; the performance of savings shares market prices with respect to ordinary shares market prices over different time periods, including long term historical periods, prior to the announcement of the conversion; the implied historical premia in the conversion ratios in the context of precedent conversions of savings shares into ordinary shares completed on the Italian market; the implied premia in the conversion ratio proposed, with reference to the official prices of Italcementi shares on 5 March 2014 (last trading day before the Board of Directors meeting that approved the Mandatory Conversion proposal to be submitted to the extraordinary general shareholders meeting and to the special savings shareholders meeting for their approval), and as compared to the averages over different time periods up to that day. Points (c), (d) and (e) above will be better detailed below. In its considerations, the Board of Directors used as last reference date for ordinary and savings share market prices, the trading day closing on 5 March 2014, i.e. the last day prior to the announcement of the conversion proposal. Such reference date has been therefore used also in the drafting of the subsequent paragraphs, unless otherwise stated The market performance of Italcementi shares 7

8 The chart below shows the performance of the conversion ratio implied in the market prices of savings and ordinary shares, over a 5 year period from March 2009 to March Number of Ordinary Share per Savings Share 0.65x 0.60x Max 5 Years: 0.58x 0.55x Average 5 Years: 0.52x 0.50x 0.45x 0.40x 0.35x Min 5 Years: 0.39x Mar-09 Sep-09 Mar-10 Sep-10 Mar-11 Sep-11 Mar-12 Sep-12 Mar-13 Sep-13 During the analysed period, the savings shares have been trading at prices significantly below, on average, to the ordinary shares prices, due to, inter alia, the limited free float size and the low level of liquidity making this category of shares less attractive to investors, especially with regards to institutional and international ones. The savings shares price has been particularly affected not only by the decreasing financial performance of both the reference industry and the Company, but also by the volatility and by the instability of the stock markets over the last 5 years, leading institutional investors to prefer more liquid stocks. In particular, as also shown in the table below, the implied conversion ratio in the official market prices of Italcementi savings and ordinary shares was equal to 0.55x ordinary shares for each savings share as of 5 March 2014, compared to an average over the last 5 years of 0.52x, a minimum of 0.39x and a maximum of 0.58x. As of 5 March 2014 the savings shares official price was at a 45.4% discount on ordinary shares official price, while over the last twelve months, such discount was equal to 48.3% on average, in line with last 5 year average. 8

9 Savings Share Price Average Implied Conversion Average Price Discount Ratio Savings vs Ordinary Spot (March, ) x 45.4% 1 Month x 46.6% 3 Months x 46.5% 6 Months x 46.8% 1 Year x 48.3% 3 Years x 50.7% 5 Years x 48.3% 9.2 Analysis of previous conversion transactions In determining the proposed conversion ratio, the Board of Directors has examined previous conversion transactions of savings shares into ordinary shares occurred on the Italian market from 2000 to the announcement date. From the analysis of the selected conversion transactions, which took into account the specific peculiarity of each transaction, the following implied premia to savings shareholders were recognised on average: for the entire transaction sample considered, a premium of about 16% compared to the implied conversion ratio in the average prices of the shares over one month prior to the announcement; for the mandatory conversions only, a premium of about 17% compared to the implied conversion ratio in the average prices of the shares over one month prior to the announcement; for the mandatory conversions below par a premium of about 19% compared to the implied conversion ratio in the average prices of the shares over one month prior to the announcement. 9.3 Implied premia in the conversion ratios The savings shares shall be converted into newly issued ordinary shares at a conversion ratio equal to n ordinary shares for each savings share. The table below shows the implied premia in the conversion ratio proposed, compared to the implied conversion ratios in the ordinary and savings share official prices as of 5 March 2014 and with respect to the average of the savings and ordinary share prices over different period of time. 9

10 Implied Discount Proposed Conversion Ratio 0.65x 35.0% Average Implied Conversion Ratio (Borsa Italiana Official Prices) Premium Offered Spot (March, ) 0.55x 19.0% 1 Month 0.53x 21.6% 3 Months 0.54x 21.5% 6 Months 0.53x 22.2% The savings shareholders will receive an implied premium of about 22.2% as compared with the implied conversion ratio in the average prices over the 6 months prior to the announcement, a premium essentially in line with the average premia paid in similar previous transactions. The implied proposed premium reduces further the discount of savings shares on ordinary share prices at 35.0%, well below the average of the last 5 years prior to the announcement. 9.4 Conclusions Based on analysis above, the Board of Directors considers the proposed conversion ratio in the interest of all the shareholders and of the Company. The savings shareholders will in fact benefit from a conversion ratio above the implied ratios in the share market prices with reference to the historical averages over the long as well as the short term periods. Furthermore, the proposed ratio, represents an implied premium substantially in line with the average premia paid in similar previous transactions. A.10 Procedures for the exercise of the Mandatory Conversion The Mandatory Conversion will be carried out through Monte Titoli S.p.A., which will give instructions to the intermediaries adhering to the centralised management system, with which savings shares are deposited. All the necessary transactions for the completion of the Mandatory Conversion shall be carried out by the aforementioned intermediaries and by Monte Titoli S.p.A. The Mandatory Conversion transactions shall be free of charges for the shareholders. Non dematerialised savings shares may be converted exclusively on delivery to an authorised intermediary for their introduction into the centralised management system as dematerialised securities. The intermediaries keeping the accounts in name of each holder of savings shares will assign to each holder the number of ordinary shares resulting from the conversion ratio. The effective date of the Mandatory Conversion shall be agreed with Borsa Italiana S.p.A. and made publicly available on the website of the Company ( and 10

11 in a national daily newspaper, in accordance with Article 72, paragraph 5, of the Issuers Regulation. On the same date, the savings shares shall be revoked from listing on the Mercato Telematico Azionario, organised and managed by Borsa Italiana S.p.A., and the ordinary shares resulting from the Mandatory Conversion shall be negotiated on the Mercato Telematico Azionario, organised and managed by Borsa Italiana S.p.A. As indicated in paragraph A.7 above, the Board of Directors of Italcementi on 6 March 2014 resolved to submit to the approval of the ordinary general shareholders meeting, called for April , the proposal to distribute a dividend for the financial year 2013 of euro 0.06 per ordinary share and euro 0.06 per savings share, by taking the relevant amount from the Extraordinary reserve, with a coupon date on 2 June 2014, a record date on 4 June 2014 and payment date on 5 June In order to allow savings shareholders who do not exercise the right of withdrawal under Article 2437, paragraph 1 (g), of the Italian Civil Code (see paragraph A.19 below) to receive the aforesaid dividend (where its distribution is approved by the ordinary general shareholders meeting), it is currently provided that the Mandatory Conversion will become effective after the relevant coupon stripping. However, the Mandatory Conversion will be completed before the launch of the Capital Increase. The intermediaries keeping the accounts in name of each savings shareholder, will assign to each of savings shareholder the number of ordinary shares resulting from the conversion ratio, where necessary with a rounding down to the ordinary share number immediately below. The fractions of ordinary shares not assigned after the rounding down will be shall be monetised upon mandate by the Company on the basis of the value resulting from the average of the official prices recorded on the stock exchange for ordinary shares in the first three days following the effective date of the Mandatory Conversion. The Company will act, to a reasonable extent, in order to safeguard the possibility for the holders of only one savings share to be converted, upon their express request to their intermediary, to purchase the necessary fraction to round up to the immediately following share number unit, in order for them to preserve their shareholder status. All other shareholders may request, upon payment of the relevant countervalue, the rounding up within the limit of available fractions. In any case, the rounding up and down shall not lead to any changes to the Company s capital, which will remain unvaried. A.11 Conditions to the Mandatory Conversion The Mandatory Conversion is submitted to the approval of the extraordinary general shareholders meeting convened for 8 April 2014, on a single call, and as second item on the agenda of that meeting, on the assumption and condition that prior to its approval: (i) the Mandatory Conversion proposal will be approved by the special savings shareholders 11

12 meeting of the Company convened on a single call for 7 April 2014; (ii) the proposal for the elimination of the face value of the issued ordinary and savings shares will be approved by the extraordinary general shareholders meeting, convened for 8 April 2014 on a single call, as in item one of the agenda of that meeting. For further information, see the explanatory reports on the items on the agenda for the respective shareholders meetings, which are publicly available on the website of the Company in the section Investor Relations/General meetings. The Mandatory Conversion will be conditional upon the aggregate amount to be paid by the Company, pursuant to Article 2437-quater of the Italian Civil Code, in relation to the possible exercise of withdrawal right by those shareholders who do not take part in the approval of the Mandatory Conversion resolution, does not exceed euro 30 million (the Maximum Amount Condition ). The Maximum Amount Condition has been established in the exclusive interest of the Company, which shall have the right to waive it, by giving notice thereof in accordance with the terms and methods indicated below. The Company will make publicly available the number of savings shares for which the withdrawal right has been exercised and therefore the fulfilment or non-fulfilment of the Maximum Amount Condition and, in such case, the possible waiver of the Condition itself, by means of a press release, as well as a notice published on a national daily newspaper and on the website of the Company, within 10 business days from the end of the period during which the right to withdrawal may be exercised (as described in more detail in paragraph A.19 below). It is understood that the Mandatory Conversion shall not become effective and shall not be completed before the publication of the aforesaid notice and, in any case, the Mandatory Conversion shall be carried-out in accordance with the provisions of paragraph A.10. above. A.12 Number of savings shares to be converted and number of shares offered under conversion Without prejudice to the provisions set forth in paragraph A.11 as to the conditions to the Mandatory Conversion, subject to the fulfilment of the Maximum Amount Condition or to the waiver of the condition itself, all savings shares (equal to no. 105,431,378) shall be converted into ordinary shares with the same features as the outstanding ordinary shares on the effective date of the Mandatory Conversion, including the economic rights as of financial year On the basis of the conversion ratio described in paragraph A.9 above, the number of ordinary shares resulting from the Mandatory Conversion will be equal to 68,530,396. A.13 Performance of the prices of savings shares in the past semester 12

13 The chart below shows savings shares prices in the period between 6 September 2013 and 5 March 2014 (i.e. the trading day prior to the meeting of the Board of Directors which approved the proposal for the Mandatory Conversion to be submitted to the extraordinary general shareholders meeting and to the special savings shareholders meeting). Savings Share Price Sep-13 Sep-13 Oct-13 Oct-13 Nov-13 Nov-13 Nov-13 Dec-13 Dec-13 Jan-14 Jan-14 Feb-14 Feb-14 A.14 Incentives for the Mandatory Conversion This section does not apply to the Mandatory Conversion. See the paragraph A.9 above on the determination of implied premia. A.15 Effects of the Mandatory Conversion on stock option plans relating to savings shares There are no stock option plans with underlying savings shares currently. Therefore this section does not apply. A.16 Breakdown of the Company s capital before and after the Mandatory Conversion As at the date of this report, Italcementi s share capital is equal to 282,548,942,00 euro, divided into 282,548,942 shares with a face value of 1.00 euro each, including 177,117,564 ordinary shares, equal to 62.69% of the entire share capital and 105,431,378 savings shares, equal to 37.31% of the entire share capital. Following the approval of the proposal for the elimination of the face value of the shares by the extraordinary general shareholders meeting, convened for 8 April 2014, the company share capital shall be represented by ordinary and savings shares (as indicated above) with no indication of face value. Following the Mandatory Conversion, the company share capital of Euro 282,548,942,00 shall be divided into 245,647,960 ordinary shares without any face value indication. 13

14 A.17 Changes in the ownership structure following the Mandatory Conversion Assuming that the participation currently held by Efiparind and/or Italmobiliare (as said in paragraph A.4 above) does not vary, on the effective date of the Mandatory Conversion, the equity interest of the controlling shareholder will go from 61.68% to 45.03% of ordinary share capital with voting rights. Therefore, Efiparind will maintain the control over Italcementi, pursuant to Article 93 TUF. A.18 Main uses to which the Company intends to put the net proceeds of the Mandatory Conversion The Mandatory Conversion does not envisage the payment of any conversion adjustment in favour of the Company. Therefore, there will be no proceeds for the Company following the Mandatory Conversion. A.19 Right of Withdrawal Since the resolution for the conversion of savings shares into ordinary shares implies an amendment to the By-laws of the Company regarding voting and participation rights, the savings shareholders who do not take part in the approval of the related resolution of the special savings shareholders meeting will be entitled to exercise the right of withdrawal pursuant to Article 2437, paragraph 1, (g), of the Italian Civil Code, as detailed below. It should be reminded that the effectiveness of the Mandatory Conversion is subject to the Maximum Amount Condition and, therefore, that the aggregate amount to be paid by the Company, pursuant to Article 2437-quater of the Italian Civil Code, in relation to the possible exercise of the right of withdrawal by those shareholders who do not take part in the approval of the Mandatory Conversion resolution, does not exceed euro 30 million. As a consequence, also the exercise of the right of withdrawal by savings shareholders will be subject to the same condition. The Maximum Amount Condition has been established in the exclusive interest of the Company, which shall have the right to waive it, by giving notice in accordance with the terms and procedures indicated below. The Company will make publicly available the number of savings shares for which the right of withdrawal has been exercised and therefore the fulfilment or non-fulfilment of the Maximum Amount Condition and, in such case, the possible waiver of the Condition itself, by means of a press release, as well as a notice published on a national daily newspaper and on the website of the Company, within 10 business days from the end of the period during which the right to withdrawal may be exercised (as described in details below). If the Mandatory Conversion becomes effective (due to fulfilment of the Maximum Amount Condition or waiver thereof), the liquidation value to be paid for the shares for which the right of withdrawal has been exercised will amount to euro per share. The liquidation value has been determined in accordance with Article 2437-ter, paragraph 3, of the Italian Civil Code, by making exclusive reference to the arithmetic average of the closing prices on 14

15 the stock exchange during the six months preceding the publication of the notice convening the meeting whose resolutions give rise to the right of withdrawal. The liquidation value of the shares for which the right of withdrawal has been exercised is communicated to the public by means of a notice on a national daily newspaper as required by the law. The terms and procedures for the exercise the right of withdrawal and the liquidation procedure for the shares for which the right of withdrawal has been exercised are hereby synthetically illustrated. A) In accordance with Article 2437-bis of the Italian Civil Code, those who are entitled to the right of withdrawal may exercise such right, for all or part of the savings shares held, by means of a registered letter (the Withdrawal Statement ) that shall be sent to the registered office of the Company within 15 calendar days from the date of registration, pursuant to the provisions of the aforementioned Article 2437-bis of the Italian Civil Code. Such registration shall be communicated to the public by means of a notice on a national daily newspaper and on the website of the Company at in the section Investor Relations. The Withdrawal Statement must be sent to: Italcementi S.p.A./Ufficio soci Direzione Finanza Via Camozzi Bergamo, Italy by registered letter, whenever possible the Withdrawal Statement shall be advanced either by certified (to the address: soci@italcementi.legalmail.it) or by fax to , it being understood that, according to the law, such Withdrawal Statement shall by transmitted by means of a registered letter. The Withdrawal Statement must contain the following information: the identification details, the tax identification number, the domicile address (and, where possible, a telephone number) of the withdrawing shareholder for the communication concerning the right of withdrawal; the number of savings shares for which the right of withdrawal is being exercised; the details of the current account of the withdrawing shareholder to which the liquidation value of the shares shall be credited; the indication of the intermediary with which the account, where the shares for which the right of withdrawal is exercised are registered, is opened, together with the details of the aforesaid account. B) Save the provisions in item A) above, it should be reminded that, according to Article 23 of the Regulations of Banca d'italia-consob of 22 February 2008 as subsequently amended ( Regulation governing the centralised services, liquidation, guarantee systems and corresponding 15

16 management companies, the Banca d'italia-consob Regulation ), the entitlement to exercise the right of withdrawal pursuant to Article 2437 of the Italian Civil Code is certified by a communication by the intermediary to the issuer. The savings shareholders who intend to exercise the right of withdrawal shall therefore require the intermediary, authorised to keep the accounts according to the law, to send the aforesaid communication to the Company, pursuant to Article 21 of the Banca d'italia-consob Regulation. Such correspondence shall certify the following: the continuous ownership, of the withdrawing shareholder, of Italcementi savings shares in relation to which the withdrawal right is exercised, from the date of the shareholders meeting whose resolution entitles the exercise of the right of withdrawal until to the date upon which such right is exercised, taking into account the requirements set forth by Article 127-bis, paragraph 2, of the TUF; the absence of pledges or other liens on savings shares of Italcementi in relation to which the withdrawal right is being exercised; otherwise, the withdrawing shareholder shall send to the Company, as a condition for the admissibility of the Withdrawal Statement, a specific declaration by the secured creditor or by such other person who has other liens on the shares, with which such person gives its irrevocable consent to carry out the liquidation of the shares in relation to which the right of the withdrawal is exercised, in accordance with the instructions given by the withdrawing shareholder. C) As provided for in Article 2437-bis of the Italian Civil Code and applicable regulations, the shares in relation to which the communication has been made under Article 23 of the Banca d'italia-consob Regulation (and therefore the savings shares for which the withdrawal right is exercised by the entitled person) are made unavailable by the intermediary, and therefore may not be disposed of, until the time of their liquidation. D) If one or more shareholders exercise the withdrawal right, the liquidation procedure will be carried out in accordance with the provisions of Article 2437-quater of the Italian Civil Code, as explained below. Article 2437-quater of the Italian Civil Code provides that: (i) the directors of the Company offer for pre-emption (diritto di opzione) the shares of the withdrawing shareholders to the other savings shareholders who have not exercised the withdrawal right, as well as to the ordinary shareholders; such pre-emption right may be exercised within a period of at least 30-days from filing of the pre-emption offer with the Companies Register of Bergamo; those shareholders who exercise the pre-emption right have a pre-emptive right (diritto di prelazione) to purchase the shares for which no pre-emption right has been exercised, provided that they make a concurrent request; in the event that any of the shares for which the withdrawal right 16

17 (ii) has been exercised have not been acquired by the Company s shareholders, such shares can be offered by the directors of the Company on the market; in the event any of the shares for which the right of withdrawal has been exercised are not being purchased, the Company shall purchase such shares using available reserves, even in derogation of the quantitative limits set forth under paragraph 3 of Article 2357 of the Italian Civil Code. Italcementi will timely deliver all necessary information for the exercise of the right of withdrawal and of all the rights provided for in this paragraph. As already stated, the exercise of the right of withdrawal by savings shareholders is subject to the fulfilment of the Maximum Amount Condition or its waiver. Therefore, if such condition is not fulfilled and the Company does not waive it, the Mandatory Conversion and, therefore, the withdrawal will be definitely ineffective. A.20 Amendments to the By-laws In light of the above, it is necessary to amend Articles 5, 6, 23 and 32 and to eliminate Article 7, with consequent renumbering of Articles 8 et seq. of the current version of the By-laws of the Company, in order to reflect the Mandatory Conversion. The table below shows the proposed amendments to the By-laws in case the Mandatory Conversion is carried out: Text resulting from the resolution provided for in the first item on the agenda of the extraordinary general meeting of 8 April 2014 ( 1 ) Proposed text Article 5 Share capital The share capital is EUR 282,548,942, broken down into 177,117,564 ordinary shares and 105,431,378 savings shares, without indication of face value. The share capital can be increased also by means of assets in kind or receivables, provided that legal provisions are complied with. In the event the share capital is increased, the pre-emptive right can be ruled out within a limit of ten per cent of the pre- Article 5 Share capital The share capital is EUR 282,548,942, broken down into 177,117,564 ordinary shares and 105,431,378 savings shares 245,647,960 ordinary shares, without indication of face value. Unchanged Unchanged 17

18 existing share capital, in compliance with legal provisions. The Board of Directors is given the power so that it can, once or various times within the period of five years from the decision of the shareholders at their Extraordinary Meeting dated 17 April 2013: a) under art of the Italian Civil Code, increase share capital by a maximum amount of nominal EUR 500,000,000, free-of-charge or by payment, by issuing ordinary and/or savings shares and/or coupons (warrants) for deferred subscribing; b) under art ter of the Italian Civil Code, issue bonds to be converted into ordinary and/or savings shares or with rights of purchase and subscription, up to a maximum amount of EUR 500,000,000, within the limits from time to time allowed by law all with the widest powers connected to it, including those of offering the shares and convertible bonds as options or with a warrant under the form as per the second last clause of art of the Italian Civil Code; reserve up to a quarter of them under art of the Italian Civil Code, last clause; define the provisions and reserves to enter as capital in the event of free-ofcharge increase; define issue price, conversion rates, terms and modes for the execution of the operations. With a resolution dated April 19, 2011, the extraordinary shareholders meeting attributed to the Board of Directors: - the power, pursuant to art Italian Civil Code, to increase the share capital on one or more times within a period of five years from the above resolution, for a maximum nominal amount of The Board of Directors is given the power so that it can, once or various times within the period of five years from the decision of the shareholders at their Extraordinary Meeting dated 17 April 2013: a) under art of the Italian Civil Code, increase share capital by a maximum amount of nominal EUR 500,000,000, free-of-charge or by payment, by issuing [ordinary] and/or savings shares and/or coupons (warrants) for deferred subscribing; b) under art ter of the Italian Civil Code, issue bonds to be converted into [ordinary] and/or savings shares or with rights of purchase and subscription, up to a maximum amount of EUR 500,000,000, within the limits from time to time allowed by law all with the widest powers connected to it, including those of offering the shares and convertible bonds as options or with a warrant under the form as per the second last clause of art of the Italian Civil Code; reserve up to a quarter of them under art of the Italian Civil Code, last clause; define the provisions and reserves to enter as capital in the event of free-ofcharge increase; define issue price, conversion rates, terms and modes for the execution of the operations. With a resolution dated April 19, 2011, the extraordinary shareholders meeting attributed to the Board of Directors: - the power, pursuant to art Italian Civil Code, to increase the share capital on one or more times within a period of five years from the above resolution, for a maximum nominal amount of 18

19 6,000,000 euro through the issue, free of charge and/or against consideration, of up to 6,000,000 ordinary and/or savings shares, to be reserved, pursuant to art par 8, Italian Civil Code: * for employees of Italcementi S.p.A. and its subsidiaries, in the event of a free of charge issue, * for employees of Italcementi S.p.A. and its subsidiaries, and for employees of its parent companies and of other companies con-trolled by such parent companies, in the event of an offer for subscription, both in Italy and abroad and in accordance with the laws in force in the countries of the beneficiaries; - the power, consequently, to establish the share entitlement rights, to determine the time, procedures, characteristics and conditions of the offer to employees and to establish the share issue price, including any share premium. The Board of Directors Meeting of May, 6, 2014, in execution of the power granted to it, resolved to increase the share capital in tranches and against consideration up to a maximum amount (including the related share premium) of EUR 450,000,000 (four fifty thousand mil-lions), by issuing a number of shares to be offered as a call option to those entitled. The definition of the exact amount of the share capital increase, the share/s category/ies (ordinary or savings shares or only ordinary shares) to be issued, the issue price, and in particular of the price s portion to be ascribed to capital and of that to be possibly ascribed to share premium, and as such fixing the number of shares to be issued and 6,000,000 euro through the issue, free of charge and/or against consideration, of up to 6,000,000 [ordinary] and/or savings shares, to be reserved, pursuant to art par 8, Italian Civil Code: * for employees of Italcementi S.p.A. and its subsidiaries, in the event of a free of charge issue, * for employees of Italcementi S.p.A. and its subsidiaries, and for employees of its parent companies and of other companies con-trolled by such parent companies, in the event of an offer for subscription, both in Italy and abroad and in accordance with the laws in force in the countries of the beneficiaries; - the power, consequently, to establish the share entitlement rights, to determine the time, procedures, characteristics and conditions of the offer to employees and to establish the share issue price, including any share premium. The Board of Directors Meeting of May, 6, 2014, in execution of the power granted to it, resolved to increase the share capital in tranches and against consideration up to a maximum amount (including the related share premium) of EUR 450,000,000 (four fifty thousand mil-lions), by issuing a number of shares to be offered as a call option to those entitled. The definition of the exact amount of the share capital increase, the share/s category/ies [(ordinary or savings shares or only ordinary shares)] to be issued, the issue price, and in particular of the price s portion to be ascribed to capital and of that to be possibly ascribed to share premium, and as such fixing the number of shares to be issued and the subscription 19

20 the subscription offer ratio, will be defined by a further Board of Directors meeting. Article 6 Shares Shares are registered in the shareholder s name or are to the bearer, to the decision and charge of the Shareholder, unless otherwise provided by law. Shares categories can be established having different rights. Savings shares are regulated by law and by articles 7 and 32, letter b, of these By laws. The Extraordinary Meeting can also deliberate that savings shares are converted into ordinary shares. This without prejudice to the provisions regarding representation, legitimisation, circulation of the shareholding, envisaged for the stocks negotiated in regulated marked. The introduction or cancellation of constraints on the circulation of stocks is not a cause for the right of withdrawal by the shareholders who did not participate in approving the deliberation. Article 7 Characteristics of savings shares Savings shares do not have a voting right. In the event of a paid increase in share capital for which the pre-emptive right has not been cancelled or limited, the owners of savings shares have an optional right on newly issued savings shares or, should these be unavailable or for any difference, on shares of a different category. offer ratio, will be defined by a further Board of Directors meeting. Article 6 Shares Unchanged Unchanged Savings shares are regulated by law and by articles 7 and 32, letter b, of these By laws. The Extraordinary Meeting can also deliberate that savings shares are converted into ordinary shares. Unchanged Unchanged Article 7 Characteristics of savings shares Savings shares do not have a voting right. In the event of a paid increase in share capital for which the pre-emptive right has not been cancelled or limited, the owners of savings shares have an optional right on newly issued savings shares or, should these be unavailable or for any difference, on shares of a different category. Deliberations for the issuing of new savings Deliberations for the issuing of new savings 20