CONVOCATION TO THE COMBINED GENERAL MEETING - Vicat

CONVOCATIONTO THECOMBINEDGENERALMEETINGApril 28, 2010at 3 p.m.at the Centre de Conférences of the “Cœur Défense” Tower,Amphithéâtre Hermès110, Esplanade du Général de Gaulle92931 PARIS LA DÉFENSE Cedex, France

Accessand itinerariesPEDESTRIAN ACCESSTO THE CœUR DEFENSEThe central station “La Défense Grande Arche” is less than twominutes away from the Coeur Défense and offers several waysof travelling :• The tube line no. 1 (Château de Vincennes/La Défense GrandeArche) and the RER A (Boissy-St-Léger/Marne-La-Vallée -Poissy/Cergy) both go through the historic centre of Paris fromeast to west and propose numerous interconnections.• The tramway T2 line (Issy/Val de Seine).• SNCF access routes (Paris - Saint-Lazare/Saint-Nom-La-Bretêche or Versailles-RD/Saint-Quentin-en-Yvelines/La Verrière).• Numerous bus routes from Paris (no. 73 La Défense / Muséed’Orsay), from western Paris (141, 144, 159, 258, 262, 272,275, 278, 360, 378) or northern Paris (161, 174, 178).Take the F Calder-Miro exit and follow the pedestrian signs“La Défense 4”. Then follow the arrows to the Cœur Défensebuilding.VEHICLE ACCESSTO THE CœUR DEFENSERoad access from the Paris Boulevard Périphérique :• Take the Porte Maillot exit towards La Défense• Follow directions to Neuilly (avenue Charles de Gaulle)• Go over the Neuilly bridge and then take the BoulevardCirculaire which services all La Defense districts• Take the La Défense 4 exit• Take the Avenue André Gleizes, turn left and accessCœur Défense by the Avenue André Prothin• Follow indications to the Parking Visiteurs Cœur Défense orthe Accès Taxi/VIP (on request).Another parking possibility:Exit La Défense 4, the Parking Centre (take the pedestrian exitto get to Le Parvis de La Défense).2 VICAT - CONVOCATION 2010

CONVOCATIONLadies and Gentlemen,We hereby have the honour of convening you to the shareholders’ COMBINED GENERALMEETING which will be held on Wednesday April 28, 2010 at 3 p.m. at the Centre de Conférencesof the “Coeur Défense” Tower, Amphithéâtre Hermès – 110, Esplanade du Général de Gaulle –92931 PARIS LA DEFENSE Cedex, France (access route opposite), in order to deliberate uponthe following agenda :Reports :- Board of Directors’ Annual Report,- Board of Directors Chairman’s report,- Chairman’s report on Company governance and internal control,- Chairman’s special report on the share buy-back program,- Statutory Auditors’ general report on the financial statements of the financial year endedDecember 31, 2009,- Statutory Auditors’ report on the consolidated financial statements of the financial year endedDecember 31, 2009,- Statutory Auditors’ special report issued in application of the provisions set forth in Article L. 225-40 of the Commercial Code.I. Resolution within the competence of the extraordinary general meeting :- Amendment of Article 13 of the Articles of Association.II. Resolutions within the competence of the ordinary general meeting :- Approval of the annual financial statements for the financial year ended December 31, 2009,- Approval of the consolidated financial statements for the financial year ended December 31, 2009,- Appropriation of profits for the financial year ended December 31, 2009 and determination ofthe dividend amount,- Approval of regulated agreements and commitments within the scope of Article L. 225-38 ofthe Commercial Code,- Authorisation to empower the Board of Directors to purchase, hold or transfer Company shares,- Renewal of Mr. Jacques Merceron-Vicat as Director,- Appointment of Mr. Xavier Chalandon as Director,- Authorisation to issue a bond debt,- Powers to perform legal formalities.CONVOCATION 2010 - VICAT 3

CONVOCATIONMeeting attendance is subordinated to the account registration of securities in your name orthat of the intermediary registered on the latter’s behalf by the third business day prior to theMeeting at zero hour, Paris time, in the registered share accounts held by the Company, or in thebearer share accounts held by the authorised intermediary, the latter being under obligation ofdelivering an attendance certificate.If you do not attend the meeting personally, you are entitled to be represented by your spouseor to appoint another shareholder as your representative.The shareholder or the latter’s representative must carry an identification document.If you are unable to attend the Meeting, please return the power of attorney or vote bycorrespondence using the enclosed reply envelope.In the capacity of individual shareholder, French tax resident, you are entitled to opt for thedividends specified in Article 117 quarter of the General Tax Code and received as of January 1,2010 for subjection to an 18 % levy in discharge (to which social contributions are added, i.e. anoverall tax rate of 30.1 %). If no option is expressed within the deadlines, the net dividends youwill receive further to deduction of social contributions at the rate of 12.1 % will be submitted toincome tax in compliance with the progressive scale. Accordingly, if you hold registered VicatCompany shares which you administer yourself and you wish to select this possibility of beingsubjected to levy in discharge for all or part of your collectable dividends, would you pleaseexpress your irrevocable decision on the date of the shareholders’ MGM to be held on April 28,2010, at the latest. If you hold Vicat Company shares which are handled by an intermediary orare bearer shares and you wish to benefit from this possibility for all or part of your collectabledividends, would you please contact the financial institution that manages your account as soonas possible so that the latter can inform you of the exercise terms of the option of subjection tolevy in discharge.Yours faithfully.Paris, April 12, 2010The Board of Directors4 VICAT - CONVOCATION 2010

4. KEY CONSOLIDATED FIGURES (in millions of euros) 2009 2008BRIEF PRESENTATION OF THECOMPANY’S DEVELOPMENT IN 20091. SIGNIFICANT ELEMENTS OF THE FINANCIAL YEAR• Solid margin levels, marked by a significant improvementin the 2 nd half of the year as compared to the 1 sthalf of 2009.• A total cost reduction of 61 million euros, exceedingthe 50 million euro target.• Confirmed financial resiliance: a 31.4 % gearing ratioand strong free cash flow of 119 million euros.• A proposed dividend which is maintained at € 1.50per share.2. THE CEMENT TRADE IN FRANCENational cement consumption reached 20.4 million tons in 2009 as compared to 24.1 million tons in 2008, i.e. a 15.4 % reduction.3. COMPANY ACTIVITYSalesEarningsCement net sales reached 2.82 million tonnes in 2009,i.e. a 16.2 % reduction as compared to 2008.Paper and bags activity volumes respectively reached26 037 tonnes and 58.5 million bags.Earnings before taxes, employees profit-sharing, depreciation& amortization and provisions reach 186.2million euros; the net income is 124.8 million euros afteremployees profit-sharing for 4.8 million euros and corporateincome tax for 28.9 million euros.Total net sales reached 448.7 million euros in 2009 ascompared to 511.8 million euros in 2008, i.e. -12.3 %.Our self-financing capacity is 157.3 million euros.The Board proposes a dividend distribution amountingto 67.35 million euros, i.e. € 1.50 gross per share, whichis identical to the previous financial year.Net Sales 1,896 2,057Net consolidated income 234 273Group share 191 245Cash-flows from operating activities 387 402EBITDA * 473 528Investments 294 465Industrial 274 383Financial 20 83Average number of employees 6,712 6,836* EBITDA is calculated by computing the gross operating earnings and other ordinary revenue and expensesCONVOCATION 2010 - VICAT 5

Draft resolutionwithin the competence of theextraordinary general meeting :FIRST RESOLUTION(Amendment of Article 13 of the Articlesof Association)Further to taking cognizance of the Board of Directors’reports, the extraordinary general meeting decides toamend Article 13 of the Articles of Association relatingto the issuing of bonds “Creation and form” as followsand with immediate effect :Current drafting :“The Company is entitled to issue bonds further todecision and authorisation from the shareholders’ordinary general meeting.Shares are registered or bearer shares, depending onthe holder’s decision. However, within legal limits, theymay be dematerialised by registration in an accountinsofar as law or regulations make this mandatory.”New drafting :“The Company is entitled to issue bonds further todecision or authorisation from the shareholders’ordinary general meeting.Shares are registered or bearer shares, depending onthe holder’s decision. However, within legal limits, theymay be dematerialised by registration in an accountinsofar as law or regulations make this mandatory.”6 VICAT - CONVOCATION 2010

Draft of resolutionswithin the competence of theordinary general meeting :SECOND RESOLUTION(Approval of financial statements and operationsfor the financial year ended December 31, 2009)Further to taking cognizance of the Board of Directors’reports and the Statutory Auditors’ general report onthe financial statements for the financial year endedDecember 31, 2009, the ordinary general meeting approvesthe financial statements for the said financialyear as presented thereto, including the operationsspecified and summarised therein.Appropriation :- Dividend 67,350,000 €(on the basis of 100% of share capital,i.e. 44,900,000 shares having a nominalvalue of € 4 each)- Allocation to other reserve accounts 40,225,781 €- Retained earnings 100,000,000 €And accordingly fixes the dividend to be distributed forthe 2009 financial year at the gross amount of € 1.50per share (excluding social contributions).It finalises net income for the said financial year at theamount of € 124,861,843.Accordingly, it provides full and unconditional dischargeto the Board of Directors for the performance of the latter’smandate during the said financial year.THIRD RESOLUTION(Approval of consolidated financial statementsfor the financial year ended December 31, 2009)Further to taking cognizance of the Board of Directors’reports on Group management and the StatutoryAuditors’ general report on the consolidated financialstatements of the financial year ended December 31,2009, the ordinary general meeting approves the consolidatedfinancial statements for the said financial yearas presented thereto, including the operations specifiedand summarised therein.It finalises the Group’s net income for this financial yearat the amount of € 233,569,000.The said dividend shall be released for payment as ofMay 5, 2010 at the registered office and by the banks,in the framework of the provisions relating to the dematerialisationof transferable securities.The ordinary general meeting records that the dividendspaid out per share, for a comparable number ofshares during the three previous financial years were asfollows :Financial yearFinancial year2006 1,30 €2007 1,50 €2008 1,50 €It should be remembered that the aforementioned dividendamounts take account of all existing shares. Whenreleased for payment, dividends for own shares will beallocated to the “retained earnings” account.It should also be remembered that dividends are notaccompanied by any tax credit but open rights to theallowance according to the rate and conditions specifiedin Article 158-3 of the General Tax Code.FOURTH RESOLUTION(Appropriation of earnings and dividend amount)FIFTH RESOLUTION(Approval of regulated agreements & commitments)Further to recording the existence of distributable profits,the ordinary general meeting approves the appropriationand distribution thereof as proposed by theBoard of Directors :- 2009 financial year income 124,861,843 €- Retained earnings carried forward 82,713,938 €- Total 207,575,781 €Further to taking cognisance of the special report issuedby the Statutory Auditors relating to operationsspecified in Article L. 225-38 of the Commercial Code,the ordinary general meeting formally acknowledgesthe conclusions of the said report and approves theagreements specified therein.CONVOCATION 2010 - VICAT 7

Draft of resolutions within the competence of the ordinary general meetingSIXTH RESOLUTION(Authorisation to empower the Board of Directors topurchase, hold or transfer Company shares and approvethe share buy-back program)Further to taking cognisance of the Board of Directors’special report and the description of the share buy-backschedule specified in the annual report, the OrdinaryGeneral Meeting hereby authorises the Board of Directorsto purchase, hold or transfer Company shares, withthe possibility of sub-delegation in compliance with theprovisions specified by law, and subject to compliancewith currently prevailing legal and regulatory provisions,in particular in accordance with the terms and obligationsspecified in Articles L. 225-209 to L. 225-212 of the CommercialCode, European Regulation no. 2273/2003 ofDecember 22, 2003 in application of European Directiveno. 2003/6/EC of January 28, 2003, and market practicesadmitted by the AMF (1) .The Company shall be entitled to acquire, sell, transferor exchange all or part of the thereby acquired sharesusing all means in accordance with currently prevailinglegal and regulatory provisions, and in compliance withthe limits specified here under :(b) Ensuring the development of the share market viaa liquidity agreement which complies with the charterof ethics of the French Association for FinancialMarkets (AMAFI) as acknowledged by the AMF ;(c) Holding Company shares and subsequently remittingthese by way of payment or exchange in thescope of external growth operations in compliancewith market practices admitted by the AMF ;(d) Cancelling shares within the maximum legal limit,subject, in such case, to the extraordinary generalmeeting voting a specific resolution.The general meeting decides that the Board of Directorsshall be entitled to implement this resolution at anytime during 18 months as of this general meeting, includingduring public purchase or exchange offerings,but restricted and subject to the abstention periodsspecified by the law and AMF General Regulations.This authorisation annuls and replaces the authorisationgranted by the ordinary general meeting of May15, 2009.The general meeting grants all powers to the Board of Directors,with possibility of delegating, for the purpose of :- The unit purchase price shall not exceed € 100 pershare (excluding acquisition costs) ;- The total amount of shares held shall not exceed 10 %of the Company’s share capital; the said 10 % thresholdshall be ascertained on the effective buy-back date.The said limit shall be equal to 5 % of share capital as regardsthe objective specified in (c) here under. In viewof shares already held by the Company, at January 1,2010 the 10 % limit corresponds to a maximum numberof 3,406,557 shares having a nominal value of € 4 each,representing a maximum amount of € 340,655,700.As applicable, the Company shall be entitled to the dispensationsspecified in Article 241-3 of the AMF GeneralRegulations. The said operations shall be performedin compliance with the rules stipulated in Articles 241-1 to 241-6 of the AMF General Regulations as regardsmarket conditions and trading periods.In application of this resolution and within the limits authorisedby currently prevailing regulations, shares maybe acquired, sold, exchanged or transferred in one orseveral instalments, using all means, on all markets andby private agreement, including via the acquisition ortransfer of blocks of shares; the said means include theuse of derivative financial and bond agreements for thepurpose of (no order of priority being specified) :(a) Allocating shares to employees and corporate mandateholders, in particular in the framework of employeesprofit-sharing and incentive schemes ;- Implementing this authorisation and continuing theperformance of the share buy-back program; allocatingor re-allocating the shares acquired for the variouspursued objectives in compliance with legal and regulatoryprovisions ;- Undertaking adjustments of unit prices and the maximumnumber of securities to be acquired proportionallyto the variation in the number of shares, or thenominal value thereof, resulting from possible operationson Company equity ;- Placing all Stock Market orders on all markets or undertakingoperations beyond such markets ;- Entering into all agreements, in particular for the purposeof keeping share purchase and sale registers, filingall declarations with the AMF and all other bodies ;- Performing all declarations and other formalities, andgenerally undertaking everything required.The Board of Directors shall inform the general meetingof operations undertaken in application of this authorisation.8 VICAT - CONVOCATION 2010(1)AMF: French financial market authority

Draft of resolutions within the competence of the ordinary general meetingSEVENTH RESOLUTION(Renewal of a Director)Further to proposal by the Board of Directors, the ordinarygeneral meeting decides to renew Mr. JacquesMerceron-Vicat as Director for a six year term until theend of the 2016 ordinary general meeting convened torule on the accounts of the 2015 financial year.TENTH RESOLUTION(Powers)The ordinary general Meeting hereby grants all powers tothe bearer of a copy or abstract of the minutes of thismeeting for the purpose of performing all legal or administrativeformalities, filings and publicity specified by currentlyprevailing legislation.EIGHTH RESOLUTION(Appointment of a Director)Further to proposal from the Board of Directors, the ordinarygeneral meeting decides to appoint Mr. Xavier Chalandonas Director, in replacement of Mr. René Fégueuxwhose mandate expires, for a six year term until the endof the 2016 ordinary general meeting convened to rule onthe accounts of the 2015 financial year.NINTH RESOLUTION(Authorisation to issue a bond debt)Further to proposal by the Board of Directors, the generalmeeting authorises the Company to issue a senior bonddebt for an amount of between 300 and 600 million euros,mature at 5 or 7 years, repayable at par under the issueagreement terms, bearing interest at a fixed or variablerate, made up of bonds having a unit nominal value ofEUR 50,000, subject matter of an admission for tradingon the regulated market of the Luxembourg Stock Marketand an international investment, in accordance with thefinancial terms which correspond to market conditions atthe time of issue.The general meeting authorises the Board of Directors,with the possibility of delegating to one or several of themembers thereof or to the Managing Director, to implementthe said issue during one year as of the date of thisgeneral meeting, to finalise the definitive terms on the basisof the foregoing, in particular the amount, issue price,term and interest rate thereof, to enter into all agreementswith all credit institutions and/or investment service providers,to perform all suitable formalities for such issue,listing, investment and financial service of the said securities,and generally to undertake everything useful or requiredto perform the said issue.CONVOCATION 2010 - VICAT 9

FIVE-YEARSFINANCIAL RESULTSArticles L. 225-81, L. 225-83 and L. 225-102 of the Commercial Code(In euros) 2005 2006 2007 2008 20091) Share capital at year-endShare capital 62,361,600 187,084,800 187,084,800 179,600,000 179,600,000Number of shares issued 15,590,400 46,771,200 46,771,200 44,900,000 44,900,0002) Operations and earnings for the yearNet sales 432,641,769 475,747,670 510,432,697 511,841,942 448,708,588Earnings before tax, employees profit-sharing, depreciation & amortization and provisions160,930,224 176,747,531 204,175,655 201,208,409 186,205,363Income tax 35,190,000 39,340,000 18,005,000 22,621,500 28,903,959Employees profit-sharing for the year 3,986,000 5,050,000 5,415,687 5,332,772 4,849,805Earnings after tax, depreciation & amortization and provisions104,690,964 109,683,603 82,336,178 103,414,454 124,861,843Dividends paid out 29,621,760 60,802,560 70,156,800 67,350,000 67,350,0003) Data per shareEarnings after tax and employees profit-sharing, but before depreciation& amortization and provisions (1) 2.71 2.95 4.03 3.86 3.40Earnings after tax, employees profit-sharing, depreciation & amortization and provisions (1) 2.33 2.44 1.83 2.30 2.78Dividend paid per share 1.90 1.30 1.50 1.50 1.504) EmployeesNumber of employees 819 828 842 850 848Total salaries (2) 34,066,814 36,008,346 37,860,259 38,720,960 40,694,345Total amount paid in social welfarebenefits (social security contributions,charities, etc.) 16 ,593,043 17,685,934 18,482,985 18,191,928 19,044,121(1)Over the adjusted number of shares(2)Retirement indemnities paid in respect to early retirement excluded10 VICAT - CONVOCATION 2010

DOCUMENT DISPATCH APPLICATION FORM(USE IS OPTIONAL)Combined general meeting of April 28, 2010Application for dispatch of documents and informationI, the undersignedResidingHolder ofregistered shares, having taken cognizance of the documents enclosedwith this form relating to the aforementioned general meeting, request that the Company Vicatsends me the documents specified in Article R. 225-83 of the Commercial Code, in application ofArticle R. 225-88 of the said same Code.Signed in on 2010(signature)In compliance with the 3 rd paragraph of Article R. 225-88 of the Commercial Code, any shareholder,further to a single application, is entitled to obtain dispatch of the aforementioned documentsand information when each subsequent shareholders’ meeting is held. The said application shallbe issued on paper and addressed to the Company Vicat in Paris La Défense. This form is for theexclusive use of shareholders who wish to receive the legally specified documentation.CONVOCATION 2010 - VICAT 11

A French société anonyme with a share capital of € 179,600,000Registered office : Tour Manhattan – 6, place de l’Iris – 92095 Paris-La Défense CedexRegistered with the Trade and Companies Register of Nanterre under the number 057 505 539www.vicat.fr