-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TdK4qoPQ/zMJZvFzs/C1N2xinxXv5W0BWF4iG96GOMg79vWGVtkiokRhZIt90wLD gY/TQnhUPBZSR67KQZHrHg== /in/edgar/work/20000824/0000947871-00-000571/0000947871-00-000571.txt : 20000922 0000947871-00-000571.hdr.sgml : 20000922 ACCESSION NUMBER: 0000947871-00-000571 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000824 GROUP MEMBERS: CEMENTIA HOLDING A.G. GROUP MEMBERS: LAFARGE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LAFARGE CORP CENTRAL INDEX KEY: 0000716783 STANDARD INDUSTRIAL CLASSIFICATION: [3241 ] IRS NUMBER: 581290226 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-34692 FILM NUMBER: 709063 BUSINESS ADDRESS: STREET 1: 11130 SUNRISE VALLEY DR STE 300 CITY: RESTON STATE: VA ZIP: 22091-4329 BUSINESS PHONE: 7032643600 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LAFARGE CENTRAL INDEX KEY: 0000913785 STANDARD INDUSTRIAL CLASSIFICATION: [0000 ] IRS NUMBER: 980068543 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 61 RUE DES BELLES STREET 2: BP 40 75782 CITY: PARIS FRANCE CEDEX 1 STATE: I0 ZIP: 00000 BUSINESS PHONE: 2128487578 MAIL ADDRESS: STREET 1: 599 LEXINGTON AVE STREET 2: C/O SHEARMAN & STERLING CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: LAFARGE COPPEE S A ET AL DATE OF NAME CHANGE: 19941019 SC 13D/A 1 0001.txt SCHEDULE 13D/A NO 15 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D under the Securities Exchange Act of 1934 (Amendment No. 15) Lafarge Corporation (Name of Issuer) Common Stock, par value $1.00 per share ---------------------------------------------- (Title of Class of Securities) 505862-10-2 --------------- (CUSIP Number) Alfred J. Ross, Jr., Esq. Shearman & Sterling 599 Lexington Avenue New York, New York 10022 Telephone: (212) 848-7058 -------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 1, 2000 ---------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this Schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with this statement [ ]. Page 1 of 17 SCHEDULE 13D CUSIP No. 505862-10-2 - -------------------------------------------------------------------------------- (1) Name of Reporting Person I.R.S. Identification No. of Above Person LAFARGE - -------------------------------------------------------------------------------- (2) Check the Appropriate Box if Member of a Group [x] (a) [ ] (b) - -------------------------------------------------------------------------------- (3) SEC Use Only - -------------------------------------------------------------------------------- (4) Source of Funds OO - -------------------------------------------------------------------------------- (5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- (6) Citizenship or Place of Organization FRANCE - -------------------------------------------------------------------------------- Number of (7) Sole Voting Power 38,607,871 Shares ----------------------------------------------------- Beneficially (8) Shared Voting Power 0 Owned By ----------------------------------------------------- Each (9) Sole Dispositive Power 38,607,871 Reporting ----------------------------------------------------- Person (10) Shared Dispositive Power 0 With - -------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 38,607,871 - -------------------------------------------------------------------------------- (12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] - -------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 55.6% - -------------------------------------------------------------------------------- (14) Type of Reporting Person CO - -------------------------------------------------------------------------------- Page 2 of 17 SCHEDULE 13D CUSIP No. 505862-10-2 - -------------------------------------------------------------------------------- (1) Name of Reporting Person I.R.S. Identification No. of Above Person CEMENTIA HOLDING A.G. - -------------------------------------------------------------------------------- (2) Check the Appropriate Box if Member of a Group [x] (a) [ ] (b) - -------------------------------------------------------------------------------- (3) SEC Use Only - -------------------------------------------------------------------------------- (4) Source of Funds OO - -------------------------------------------------------------------------------- (5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- (6) Citizenship or Place of Organization SWITZERLAND - -------------------------------------------------------------------------------- Number of (7) Sole Voting Power 15,449,073 Shares ----------------------------------------------------- Beneficially (8) Shared Voting Power 0 Owned By ----------------------------------------------------- Each (9) Sole Dispositive Power 15,449,073 Reporting ----------------------------------------------------- Person (10) Shared Dispositive Power 0 With - -------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 15,449,073 - -------------------------------------------------------------------------------- (12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] - -------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 22.2% - -------------------------------------------------------------------------------- (14) Type of Reporting Person CO - -------------------------------------------------------------------------------- Page 3 of 17 Item 1. Security and Issuer This Statement amends and supplements the Schedule 13D dated March 21, 1985, as previously amended and supplemented on April 24, 1986, September 26, 1986, December 8, 1986, October 16, 1987, July 8, 1988, August 11, 1988, August 1, 1990, January 17, 1991, April 10, 1991, July 1, 1991, July 13, 1991, January 10, 1992, October 20, 1993, and April 7, 1997, relating to the common stock, $1.00 par value par share (the "Common Stock"), of Lafarge Corporation (the "Company"), filed by Lafarge and Cementia Holding A.G. Unless otherwise defined or provided herein, all terms are used as defined in the Schedule 13D which this Statement amends. Item 2. Identity and Background Item 2 is hereby amended and restated in its entirety as follows: "The persons filing this Statement are Lafarge ("Lafarge"), a corporation organized under the laws of France, and Cementia Holding A.G. ("Cementia"), a corporation organized under the laws of Switzerland and a subsidiary of Lafarge and a member of the Lafarge Group (as defined below). Lafarge and Cementia are hereunder collectively referred to as the "Reporting Persons". Lafarge, in February 1984, had previously filed a statement on Schedule 13G with respect to the Common Shares. The address of Lafarge's principal business and principal office is 61, rue des Belles Feuilles, 75782 Paris, Cedex 16, France. The address of Cementia's principal business and principal office is Nuschelerstrasse 45, CH-8001 Zurich, Switzerland. Lafarge and its subsidiary and affiliated companies ("Lafarge Group") are principally engaged in the manufacture and sale of most types of cement, concrete and aggregates, aluminous cement, plaster, refractory products and formulated, ready-to-use products. The activities of the Lafarge Group are carried out in numerous countries in Europe, North America, South America, Africa, Asia and the Indian Ocean. Lafarge is a public company whose voting securities are traded on various European stock exchanges. Cementia holds investments in companies active in the building materials industries in Europe, America, Africa and Asia and is also engaged in cement trading and shipping. Cementia is a public company whose voting securities are listed on the Zurich stock exchange. Approximately 98% of Cementia's voting shares are controlled by the Lafarge Group. The name, residence or business address, citizenship and present principal occupation or employment of Lafarge's and Cementia's directors and executive officers, and the name, address and principal business of the corporation (if other than Lafarge or Cementia) in which such employment is conducted, are listed on Schedules I and II, respectively. During the last five years, neither of the Reporting Persons, nor any of the persons listed as directors or executive officers of the Reporting Persons, has been convicted in a criminal proceeding, excluding traffic violations and similar misdemeanors. During the last five years, neither of the Reporting Persons, nor any of the persons listed as directors or executive officers of the Reporting Persons, was a party to a Page 4 of 17 civil proceeding of a United States judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. Item 3 is hereby amended by adding at the end thereof the following paragraphs: On March 3, 1997, subsequent to the date of Amendment No. 14 to Schedule 13D, the Lafarge Group acquired an additional 152,618 Common Shares pursuant to the Company's Optional Stock Dividend Plan at $22.42 per Common Share. On June 1, 1999, subsequent to the date of Amendment No.14 to Schedule 13D, the Lafarge Group acquired an additional 164,167 Common Shares pursuant to the Company's Optional Stock Dividend Plan at $32.09 per Common Share. On September 1, 1999, subsequent to the date of Amendment No.14 to Schedule 13D, the Lafarge Group acquired an additional 201,121 Common Shares pursuant to the Company's Optional Stock Dividend Plan at $26.31 per Common Share. On December 1, 1999, subsequent to the date of Amendment No.14 to Schedule 13D, the Lafarge Group acquired an additional 203,837 Common Shares pursuant to the Company's Optional Stock Dividend Plan at $26.10 per Common Share. On March 1, 2000, subsequent to the date of Amendment No.14 to Schedule 13D, the Lafarge Group acquired an additional 283,777 Common Shares pursuant to the Company's Optional Stock Dividend Plan at $18.85 per Common Share. On June 1, 2000, subsequent to the date of Amendment No.14 to Schedule 13D, the Lafarge Group acquired an additional 223,730 Common Shares pursuant to the Company's Optional Stock Dividend Plan at $24.09 per Common Share. Item 5. Interest in Securities of the Issuer. Item 5. is hereby amended and restated in its entirety as follows: "As of June 1, 2000, the Lafarge Group beneficially owned, in the aggregate, 38,607,871 Common Shares (computed as provided in Rule 13D-3(d)(1) and including 488,520 shares which there is a right to acquire by exchange of the Exchangeable Shares for Common Shares). Included within the Lafarge Group's aggregate beneficial ownership of Common Shares are 23,017,252 Common Shares (computed as provided in Rule 13D-3(d)(1)) held of record and legally owned by Lafarge Holdings, in which Lafarge owns 100% of the beneficial interest. For purposes of this Statement, the 23,017,252 Common Shares held of record and legally owned by Lafarge Holdings are reported as directly owned by the Lafarge Group. Also included within the beneficial ownership of Common Shares are 15,028,542 Common Shares (computed as provided in Rule 13D-3(d)(1)) held of record and Page 5 of 17 legally owned by Paris-Zurich Holdings, in which Lafarge Holdings owns 48.88 % and Cementia owns 51.12 % of the beneficial interest. For purposes of this Statement, the 15,028,542 Common Shares held of record and legally owned by Paris-Zurich Holdings are reported as directly owned by the Lafarge Group. On a percentage basis, the Lafarge Group's aggregate ownership of 38,607,871 Common Shares (computed as provided in Rule 13D-3(d)(1) and including 488,520 shares which there is a right to acquire) represents the ownership of 55.55 % of the outstanding Common Shares. All calculations of percentages of Common Shares herein are based on the number of Common Shares as reported by the Company to be outstanding as of March 6, 2000 in its annual report for the year ended December 31, 1999 on Form 10-k. Lafarge and its subsidiaries and affiliates beneficially own 38,607,871 Common Shares 55.55% of the outstanding Common Shares). Cementia beneficially owns 15,028,542 Common Shares 22.23 % of the Outstanding Common Shares) directly and as a result of Cementia's right to acquire Lafarge Holdings' 48.88 % interest in Paris-Zurich Holdings. In addition to the Common Shares, there were on June 1, 2000 other outstanding securities with general voting rights in the Company. If all outstanding securities beneficially owned by the Lafarge Group were exchanged for Common Shares, the Common Shares and the other outstanding securities of the Company beneficially owned by the Lafarge Group would represent, as of June 1, 2000, approximately 52.53 % of the total number of votes entitled to be cast at a meeting of shareholders of the Company. If all outstanding securities beneficially owned by the Lafarge Group were converted into or exchanged for Common Shares, the Common Shares and the outstanding securities of the Company held of record and legally owned by Lafarge Holdings, would represent, as of June 1, 2000, approximately 31.32 % of the total number of votes entitled to be cast at a meeting of shareholders of the Company. If all outstanding securities beneficially owned by the Lafarge Group were converted into or exchanged for Common Shares, the Common Shares held of record and legally owned, directly and indirectly, by Cementia would represent, as of June 1, 2000, approximately 21.02 % of the total number of votes entitled to be cast at a meeting of shareholders of the Company. For purposes of this statement, all Company securities held of record and legally owned by Lafarge Holdings and Paris-Zurich Holdings are reported as directly owned by the Lafarge Group. Page 6 of 17 Subject to the terms of the Lafarge Holdings Trust Agreement (filed as an Exhibit to Amendment No. 7 to Schedule 13D and incorporated herein by reference), the Paris-Zurich Trust Agreement (filed as an Exhibit to Amendment No. 9 and incorporated herein by reference) and the Settlor Agreement (filed as an Exhibit to Amendment No. 9 and incorporated herein by reference), Lafarge, directly and indirectly through the Lafarge Group, has the sole power to vote or to direct the vote of, and the power to dispose, or direct the disposition of, all the Common Shares beneficially owned by the Lafarge Group. Cementia, which is approximately 98% owned by the Lafarge Group, has the sole power to vote and to dispose of the 15,028,542 Common Shares held of record and legally owned by Paris-Zurich Holdings. On September 1, 1993, the Lafarge Group acquired an additional 87,130 Common Shares pursuant to the Company's Optional Stock Dividend Plan at $17.076 per Common Share. On October 13, 1993 Lafarge acquired 400,000 Common Shares at $18.25 per Common Share and Cementia acquired 600,000 Common Shares at $18.25 per Common Share pursuant to the 1993 Stock Purchase Agreement. Pursuant to a Stock Transfer Agreement dated as of October 13, 1993 by and between Cementia and Paris-Zurich Holdings, Cementia transferred 600,000 Common Shares to Paris-Zurich Holdings in consideration for 600,000 Paris-Zurich Beneficial Shares, with a value of $18.25 per share. Pursuant to a Stock Transfer Agreement dated as of October 13, 1993 by and between Lafarge and Lafarge Holdings, Lafarge transferred 400,000 Common Shares to Lafarge Holdings in consideration for 400,000 shares of beneficial interest - series E in Lafarge Holdings, with a value of $18.25 per share. Pursuant to a Stock Transfer Agreement dated as of October 13, 1993 by and between Lafarge Holdings and Paris-Zurich Holdings, Lafarge Holdings transferred 400,000 Common Shares to Paris-Zurich Holdings in consideration for 400,000 Paris-Zurich Beneficial Shares, with a value of $18.25 per share. These Common Shares are included in the 37,362,654 Common shares owned by the Lafarge Group. On December 1, 1993, the Lafarge Group acquired and additional 77,572 Common Shares pursuant to the Company's Optional Stock Dividend Plan at $19.26 per Common Share. On January 31, 1994, as the result of the exchange of 1,994,664 Exchangeable Shares into Common Shares by non-members of the Lafarge Group, Lafarge Group's percentage of ownership of Common Shares decreased by more than one percent. On February 28, 1994, as a result of exchange of 492,243 Exchangeable Shares into Common Shares by non-members of the Lafarge Group, Cementia's percentage of ownership of Common Shares decreased by more than one percent. Thereafter, Lafarge Group and Cementia's percentages of ownership of Common Shares further decreased to 59.23% and 23.72%, respectively. On March 1, 1994, the Lafarge Group acquired and additional 66,784 Common Shares pursuant to the Company's Optional Stock Dividend Plan at $22.51 per Common Share. Page 7 of 17 On June 1, 1994, the Lafarge Group acquired and additional 117,531 Common Shares pursuant to the Company's Optional Stock Dividend Plan at $20.71 per Common Share. On September 1, 1994, the Lafarge Group acquired and additional 129,290 Common Shares pursuant to the Company's Optional Stock Dividend Plan at $18.89 per Common Share. On December 1, 1994, the Lafarge Group acquired and additional 144,647 Common Shares pursuant to the Company's Optional Stock Dividend Plan at $16.97 per Common Share. On March 1, 1995, the Lafarge Group acquired and additional 147,419 Common Shares pursuant to the Company's Optional Stock Dividend Plan at $16.696 per Common Share. On June 1, 1995, subsequent to the date of Amendment No. 13 to the Schedule 13D, the Lafarge Group acquired and additional 175,196 Common Shares pursuant to the Company's Optional Stock Dividend Plan at $18.81 per Common Share. On September 1, 1995, the Lafarge Group acquired and additional 166,000 Common Shares pursuant to the Company's Optional Stock Dividend Plan at $19.95 per Common Share. On November 30, 1995, Cementia exchanged 116,009 shares of common stock of Lafarge against 30,017 Common Shares and 390,514 Exchangeable Shares. On December 1, 1995, the Lafarge Group acquired and additional 179,602 Common Shares pursuant to the Company's Optional Stock Dividend Plan at $18.525 per Common Share. On March 1, 1996, the Lafarge Group acquired and additional 188,979 Common Shares pursuant to the Company's Optional Stock Dividend Plan at $17.694 per Common Share. On June 3, 1996, the Lafarge Group acquired and additional 166,115 Common Shares pursuant to the Company's Optional Stock Dividend Plan at $20.235 per Common Share. On September 3, 1996, the Lafarge Group acquired and additional 188,622 Common Shares pursuant to the Company's Optional Stock Dividend Plan at $17.93 per Common Share. On December 2, 1996, the Lafarge Group acquired and additional 196,386 Common Shares pursuant to the Company's Optional Stock Dividend Plan at $18.382 per Common Share. On December 12, 1996, all the Debentures held by the Lafarge Group were redeemed by the Company at 101.4% of their principal amount. As a result of this event, Page 8 of 17 Lafarge Group's percentage of ownership of Common Shares (computed as provided in Rule 13D-3(d)(i)) decreased from 59.67% to 59.23%. On March 3, 1997, subsequent to the date of Amendment No. 14 to Schedule 13D, the Lafarge Group acquired an additional 152,618 Common Shares pursuant to the Company's Optional Stock Dividend Plan at $22.42 per Common Share. On June 1, 1999, subsequent to the date of Amendment No.14 to Schedule 13D, the Lafarge Group acquired an additional 164,167 Common Shares pursuant to the Company's Optional Stock Dividend Plan at $32.09 per Common Share. On September 1, 1999, subsequent to the date of Amendment No.14 to Schedule 13D, the Lafarge Group acquired an additional 201,121 Common Shares pursuant to the Company's Optional Stock Dividend Plan at $26.31 per Common Share. On December 1, 1999, subsequent to the date of Amendment No.14 to Schedule 13D, the Lafarge Group acquired an additional 203,837 Common Shares pursuant to the Company's Optional Stock Dividend Plan at $26.10 per Common Share. On March 1, 2000, subsequent to the date of Amendment No.14 to Schedule 13D, the Lafarge Group acquired an additional 283,777 Common Shares pursuant to the Company's Optional Stock Dividend Plan at $18.85 per Common Share. On June 1, 2000, subsequent to the date of Amendment No.14 to Schedule 13D, the Lafarge Group acquired an additional 223,730 Common Shares pursuant to the Company's Optional Stock Dividend Plan at $24.09 per Common Share. Page 9 of 17 Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. Date: LAFARGE By: ---------------------------------------- Name: Alfred J. Ross, Jr. Attorney-in-Fact Page 10 of 17 Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. Date: CEMENTIA HOLDING A.G By: ---------------------------------------- Name: Max Vogeli Title: Chief Financial Officer Page 11 of 17 Schedule I Directors and Executive Officers of Lafarge The name, residence or business address, citizenship and present principal occupation or employment of Lafarge's directors and executive officers, and the name, address and principal business of the corporation (if other than Lafarge) in which such employment is conducted, are as follows: Jean Bailly 61, rue des Belles Feuilles 75782 Paris, Cedex 16, France French citizen Honorary Chairman of Lafarge Jean Francois 61, rue des Belles Feuilles 75782 Paris, Cedex 16, France French Citizen Honorary Chairman of Lafarge Olivier Lecerf 61, rue des Belles Feuilles 75782 Paris, Cedex 16, France French citizen Honorary Chairman of Lafarge Bertrand Collomb 61, rue des Belles Feuilles 75782 Paris, Cedex 16, France French citizen Chairman of the Board and Chief Executive Officer of Lafarge Bernard Kasriel 61, rue des Belles Feuilles 75782 Paris, Cedex 16, France French citizen Director and Chief Operating Officer Jacques Lefevre 61, rue des Belles Feuilles 75782 Paris, Cedex 16, France French citizen Director and Chief Operating Officer Page 12 of 17 Michael Blakenam 61, rue des Belles Feuilles 75782 Paris, Cedex 16, France British citizen President of Royal Botanic Gardens Kew Director of Lafarge Michel Bon 4, avenue de Camoens 75016 Paris, France French citizen Chairman and Chief Executive Officer of France Telecom Director of Lafarge Guilherme Frering 61, rue des Belles Feuilles 75782 Paris, Cedex 16, France President of Caemi Mineracao e Metalurgiqua S.A. and of Cimento Mana Director of Lafarge Patrice le Hodey 61, rue des Belles Feuilles 75782 Paris, Cedex 16, France Belgian citizen Director of Lafarge Bernard Isautier 26, avenue Foch 75016 Paris, France French citizen President of Hurricane Hydro- carbons Ltd. Director of Lafarge Alain Joly 47, boulevard Lannes 75016 Paris, France French citizen Chairman and Chief Executive Officer of L'Air Liquide S.A. Director of Lafarge Jean Keller 61, rue des Belles Feuilles 75782 Paris Cedex 16, France French citizen Director of Lafarge Robert W. Murdoch 706 South Union Street Page 13 of 17 Alexandria, VA 22314 Canadian citizen Director of Lafarge Lindsay Owen-Jones 21, rue du Bois de Boulogne 92200 Neuilly sur Seine, France British citizen Chairman and Chief Executive Officer of L'Oreal Director of Lafarge Raphael Pavin de Lafarge 28, Quai Claude Bernard 69007 Lyon, France French citizen Chief Financial Officer of Etablissement BAUMANN Director of Lafarge Michel Pebereau 14, bis rue Mouton-Duvernet 75014 Paris, France French citizen Chairman of Banque Nationale de Paris A French banking institution Director of Lafarge Helene Ploix 61, rue des Belles Feuilles 75782 Paris, Cedex 16 France French citizen Page 14 of 17 Schedule II Directors and Executive Officers of Cementia The name, residence of business address, citizenship and present principal occupation or employment of Cementia's directors and executive officers, and the name, and principal business of the corporation (if other than Cementia) in which such employment is conducted, are as follows: Jean-Charles Blatz Nuschelerstrasse 45 CH-8001 Zurich Switzerland French citizen Member of Management Board of Cementia Patrick Chapel Haldenstrasse 65 CH 8048 Zurich French citizen Member of Management Board Serge Feneuille 61, rue des Belles Feuilles 75782 Paris Cedex 16, France French citizen Senior Executive Vice President of Lafarge Manufacture and sale of cement, concrete and aggregates, aluminous cement, plaster, refractory products and formulated ready-to-use products Director of Cementia Richard Flury Weinplatz 3 CH 8001 Zurich Swiss citizen Chairman of Board of Directors Bruno Lafont 61, rue des Belles Feuilles 75016 Paris Cedex 16, France French citizen Senior Executive Vice President and Chief Financial Officer of Lafarge Manufacture and sale of cement, concrete and aggregates, aluminous cement, plaster, refractory products and formulated ready-to-use products Page 15 of 17 Director of Cementia Jacques Lefevre 61, rue des Belles Feuilles 75782 Paris, Cedex 16, France French citizen Director and Managing Director of Lafarge Manufacture and sale of cement, concrete and aggregates, aluminous cement, plaster, refractory products, formulated and ready-to-use products Managing Director of Cementia Alain Le Meur 2, Square Mignot F 75116 Paris French citizen Member of Management Board Charles Poncet 14, Cours des Bastions 1205 Geneve, Switzerland Swiss Citizen Attorney at Etude de Me. Charles Poncet Director of Cementia Ernst Schneider Nuschelerstrasse 45 CH-8001 Zurich Switzerland Swiss Citizen Honorary Chairman of the Board of Directors of Cementia Urs Steinegger Nuschelerstrasse 45 CH-8001 Zurich Switzerland Swiss Citizen Director of Cementia Dr. Georg Stucky Nuschelerstrasse 45 CH-8001 Zurich Switzerland Swiss Citizen Director of Cementia Max Vogeli Nuschelerstrasse 45 CH-8001 Zurich Page 16 of 17 Switzerland Swiss Citizen Member of Management Board and Chief Financial Officer of Cementia Werner Wildschek Pappelweg 4 CH 8132 Egg Swiss citizen Member of Board of Directors -----END PRIVACY-ENHANCED MESSAGE-----