The delegates in the EWC/Executive Committee shall be granted leave from their workfor the required time of their activities while continuing to receive their usualremuneration, without this time counting for other leave granted for national terms ofoffice (such as time credit).The chairman of the EWC shall be granted leave from work as far as this is necessaryfor the adequate performance of his mandate.Should a national employer refuse to bear the costs covered by the stipulations above,the Executive Committee shall bring the case before the Managing Board ofHeidelbergCement AG for immediate settlement

The Central Management shall bear all necessary costs for convening the necessarymeetings of the EWC / Executive Committee as well as for the employees' preparatorymeeting(s), including costs for accommodation and the potential costs for theinterpreters required. All other financial expenses of the members of the EWC /Executive Committee, e.g. travel costs shall be borne by the national subsidiary actingas the EWC / Executive Committee member's employer.The Central Management shall arrange for the EWC members and their deputymembers to be provided with their own email addresses as well as with the standardcommunication program of the HeidelbergCement Group and grant them access to thecentral intranet, if this is possible with reasonable technical effort and at reasonablecosts.The Central Management shall allow the EWC to make arrangements for the creation ofa homepage on the central intranet and to publish information which is subject matter ofthis agreement on the central homepage of the company and the homepages of thecountries of the EU, in which the guidelines and standards of HeidelbergCement will befollowed.When the EWC requires consulting experts, the obligation to bear costs shall be limitedto the cost of one expert.

The national representatives of the EWC shall report to their national local employeerepresentatives on the progress of information and consultation on the basis of the jointminutes.In countries where there is no national employee representation body covering allcompanies of the group, such a body shall be established as quickly as possible,serving the purpose of providing reports and exchanging information between thenational employee representatives from all companies/operational facilities and plantsand the member of the EWC for this country. On conclusion of this agreement all detailsfor the establishment of this position shall immediately be agreed upon between theCentral Management and the Executive Committee.

The obligation to maintain secrecy shall not apply towards employee representationbodies if, according to national legislation, the latter are obliged to maintain secrecy

The members of the EWC and their deputy members shall be obliged not to pass onany business secrets to a third party, if information was disclosed to them in the courseof their term of office in the EWC which the employer's side explicitly declared asconfidential. This shall also apply after they have left the EWC. Any expert consulted bythe EWC shall also be obliged to maintain secrecy in the same way. There shall be nosecrecy within the EWC

In the event of extraordinary circumstances the Central Management shall inform theExecutive Committee in due time and consult it if requested so that the ExecutiveCommittee's statement can be taken into consideration in the Central Management'sdecision-taking process. If a meeting is held under such circumstances, the EWCmembers appointed for the countries directly affected by the planned measures shallalso be invited; in so far as these circumstances prevail they shall be consideredmembers of the Executive Committee.

After a joint meeting the EWC and its Executive Committee respectively shall meet for ade-briefing.

To prepare the joint meeting, the EWC shall have the right to meet one day prior to thejoint meeting.Notwithstanding the above-mentioned provision, the EWC shall have the right to inviteto and to hold a meeting under extraordinary circumstances. The date and venue of thismeeting shall be agreed upon with the Central Management. If agreed by the CentralManagement, the EWC shall have the right to hold further meetings. This provision shallalso apply to the Executive Committee acting on behalf of the EWC to fulfil the latter'sco-determination rights.

The national delegates and their deputy members in the EWC shall fundamentally beelected in accordance with the legislative regulations, applicable in the differentcountries after the respective implementation of EU guideline 2009/38/EC andrespective national procedures. Furthermore, the delegates and their deputy membersshall be members of a national employee representation. If a delegate loses a nationalmandate which was necessary for his or her appointment to the EWC or if his/heremployment ends, he/she shall leave the EWC and be replaced in accordance with therules stated above.

Chairman of the European Works Council

from 4,000 employees: 4 additional delegatesfrom 5,000 employees: 5 additional delegatesthenfor each 1,000 employees: 1 additional delegate

from 1,000 employees: 1 additional delegatefrom 2,000 employees: 2 additional delegatesfrom 3,000 employees: 3 additional delegates

The EWC and the Executive Committee shall have the right to be supported by consulting experts of their choice, if necessary for the due fulfilment of their tasks. An expert may also hold a trade union mandate.

HeidelbergCement AG